Steven E. Bernstein
About Steven E. Bernstein
Founder of SBA Communications (1989) and former Chair (1989–January 2024) and CEO (1989–2001), Steven E. Bernstein is an independent director (Age 64) whose current term runs through the 2026 Annual Meeting . He holds a B.S. in Business Administration (Real Estate) from the University of Florida, has served on local charitable boards, and was previously a visiting professor at Lynn University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SBA Communications Corporation | Founder; Chair of the Board | 1989–January 2024 | Founding leadership; strategic oversight through growth and industry cycles |
| SBA Communications Corporation | Chief Executive Officer | 1989–2001 | Early-stage operating leadership; wireless infrastructure buildout |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SpringBig Holdings, Inc. | Director | July 2022–September 2023 | Digital marketing software; board-level oversight |
| Various local charities | Board member | Not disclosed | Community engagement (non-profit governance) |
Board Governance
- Independence: The Board affirmatively determined Mr. Bernstein is independent under Nasdaq Listing Standards .
- Committee assignments: None; he is not currently a member of Audit, Compensation, or Nominating & Corporate Governance (NCG) .
- Attendance: The Board held six meetings in 2024; each incumbent director attended at least 75% of aggregate Board/Committee meetings, and nine of ten directors attended the 2024 Annual Meeting .
- Board structure: Classified Board (three classes) with majority-independent directors, Lead Independent Director in place, and regular executive sessions of independent directors .
- Related-party transactions: None requiring disclosure since January 1, 2024 .
- Anti-hedging and pledging policy: Hedging prohibited; pledging disallowed for shares counted toward ownership guideline compliance .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Cash retainer ($) | $100,000 |
| Stock awards grant-date fair value ($) | $171,044 |
| Standard annual equity grant (RSUs) | 906 RSUs granted May 23, 2024; vests in equal installments on May 1, 2025/2026/2027 |
| Committee chair/lead fees | Not applicable (no chair roles) |
Notes:
- Non-employee director program: $100,000 cash retainer; annual RSU grant valued at $190,000 with derived price methodology; additional retainers of $150,000 for Chair, $30,000 for Lead Independent Director, and $30,000 for each committee chair; no additional committee membership fees beyond chairs .
Performance Compensation
- No performance-based (PSU) or bonus elements are disclosed for directors; director equity is time-based RSUs vesting over three years .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond SBAC |
| Prior public company boards | SpringBig Holdings, Inc. (July 2022–September 2023) |
| Committee roles at other companies | Not disclosed |
| Interlocks with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Extensive senior management and operational experience in wireless communications; founder and first President/CEO of SBA .
- Real estate expertise (degree major) relevant to tower siting/land acquisition and asset optimization .
- Governance experience via public and non-profit boards .
Equity Ownership
| Component | As of Mar 21, 2025 |
|---|---|
| Total beneficial ownership (shares) | 70,460; less than 1% of outstanding shares (108,028,122) |
| Indirect ownership (BLP II) | 56,314 shares; shared voting/investment power; disclaims beneficial ownership except to pecuniary interest |
| Foundation holdings | 5,000 shares (Steven E. Bernstein Family Foundation); disclaims beneficial ownership |
| Near-term issuable (options/RSUs within 60 days) | 3,637 shares |
| Shares pledged or in margin account | 64,216 shares; compliant with SBAC pledging policy as of Mar 21, 2025 |
| RSUs outstanding (director) | 1,577 units at 12/31/2024 |
| Unexercised stock options outstanding (director) | 2,912 at 12/31/2024 |
Ownership alignment policies:
- Director stock ownership guideline: 5x annual retainer; retention requirements until met; calculation includes directly held shares, certain indirect holdings, and 50% of unvested Time RSUs; shares used to satisfy guidelines may not be pledged; hedging prohibited .
Governance Assessment
- Board effectiveness: Long-tenured founder now serving as independent director with no committee roles; independence affirmed; consistent attendance standards met at the Board level; the presence of a Lead Independent Director and majority-independent committees supports oversight quality .
- Conflicts and related-party exposure: No related-party transactions requiring disclosure since 1/1/2024; however, pledged shares (64,216) present a notable risk indicator—mitigated by policy compliance (pledged shares cannot count toward guideline compliance) .
- Compensation and alignment: Standard director pay structure (cash retainer + time-based RSUs), no performance-based director awards; ownership guidelines and hedging prohibitions strengthen alignment, though the absence of committee assignments reduces direct influence on Audit/Compensation/NCG oversight .
- Shareholder signals: SBAC’s governance and compensation frameworks are responsive (e.g., strong say-on-pay support of 96% in 2024; committee use of independent advisors; clawback policies), which supports investor confidence in overall governance practices; while not specific to director compensation, these broader signals contextualize board quality .
RED FLAGS to monitor:
- Shares pledged or held in a margin account (64,216), even if compliant with policy, can introduce forced-sale risk and perceived misalignment if material relative to personal holdings; monitor future changes in pledged amounts and any policy exceptions .
- No committee assignments limit direct engagement in core governance functions (Audit/Compensation/NCG), placing emphasis on full Board deliberations for Bernstein’s impact .