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Phone: 800.487.SITE (7483)

Email: information@sbasite.com

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Corporate Governance

The Board of Directors of SBA Communications Corporation (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance.

The core responsibility of each member of the Board is to exercise his or her fiduciary duty to act in a manner he or she believes to be in the best interests of the Company and its shareholders. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in the Corporate Governance Guidelines established by the Board. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Board of Directors

Portrait

Steven E. Bernstein, Founder and Chairman of the Board

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Mr. Bernstein, 57, our founder, has served as our Chairman since our inception in 1989 and was our Chief Executive Officer from 1989 to 2001. Mr. Bernstein is also involved in a number of personal commercial real estate investments. Mr. Bernstein has a Bachelor of Science in Business Administration with a major in Real Estate from the University of Florida. Mr. Bernstein was previously a visiting professor at Lynn University, and serves on the boards of various local charities.

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Jeffrey A. Stoops, Director, President and Chief Executive Officer

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Mr. Stoops, 60, President, Chief Executive Officer and director, joined SBA in April 1997 and has served as a director of SBA since August 1999. Mr. Stoops was appointed Chief Executive Officer effective as of January 2002, President in April 2000, and previously served as our Chief Financial Officer.

Portrait

Kevin L. Beebe, Director

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Mr. Beebe, 59, has served as a director of SBA since October 2009. Since November 2007, Mr. Beebe has been President and Chief Executive Officer of 2BPartners, LLC, a partnership that provides strategic, financial and operational advice to investors and management. Previously, he was Group President of Operations at ALLTEL Corporation, a telecommunications services company, from 1998 to 2007. From 1996 to 1998, Mr. Beebe served as Executive Vice President of Operations for 360o Communications Co., a wireless communications company. Mr. Beebe also serves on the Board of Directors of Skyworks Solutions, Inc. (SWKS), a semiconductor company, and on the Board of Directors of NII Holdings, Inc. (NIHD), a wireless service provider. In addition, Mr. Beebe is a founding partner is Astra Capital, a private equity firm.
Member of the Audit Committee
Member of the Nominating and Governance Committee

Portrait

Brian C. Carr, Director

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Mr. Carr, 56, has served as a director of SBA since May 2004. Mr. Carr is an experienced investor, board member and strategic advisor to various companies. Since October 2017, Mr. Carr has served as an independent director for private equity-backed SingularBio, Inc., a San Francisco based diagnostic technology company. From January 2014 until June 2017, Mr. Carr served as non-executive Chairman, and from March 2012 to December 2013 as Chairman and Chief Executive Officer, of Regional Diagnostic Laboratories, Inc., a company founded by a large private equity firm to invest in various types of domestic and international medical laboratories. From October 2016 unit May 2017, Mr. Carr was a board member of privately held Acuamark Diagnostics. Previously, Mr. Carr was a co-founder, Chief Executive Officer and director for OraIDNA Labs, a privately held diagnostic company which was acquired by Quest Diagnostics. Mr. Carr was also a co-founder and the Chairman and Chief Executive Officer of American Esoteric Laboratories until it was acquired by publicly-held Sonic Healthcare Limited. Prior to that, Mr. Carr was President and a director of AmeriPath, Inc., a publicly-traded anatomic pathology company. Mr. Carr has previous experience in Big Four public accounting firms as well as international consulting in Brazil and China. He is a CPA (inactive) and CMA (Certified Management Accountant) (inactive).
Member of the Audit Committee
Member of the Compensation Committee

Portrait

Mary S. Chan, Director

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Ms. Chan, 55, has served as a director of SBA since May 2015. Ms. Chan is a telecommunications executive and has over 25 years of extensive global management experience in the telecommunications and wireless technology industries. Ms. Chan co-founded and since February 2016 has served as Managing Partner of VectoIQ, LLC, a consulting firm focused on Smart transportation product and services. From May 2012 to April 2015, Ms. Chan served as President, Global Connected Consumer & OnStar Service, at General Motors Corporation, where she led the development and execution of General Motors’ strategic global infotainment plans, including the launch of 4G LTE connectivity across its global portfolio of vehicle brands. From September 2009 to March 2012, Ms. Chan served as Senior Vice President and General Manager, Enterprise Mobility Solutions & Services, at Dell Inc., where she helped expand Dell’s mobility product and service offerings. From December 2000 to August 2009, Ms. Chan held various senior vice president positions at Alcatel-Lucent and Lucent Technologies, including the positions of Executive Vice President, President of 4G/LTE Wireless Networks and Executive Vice President, President of Global Wireless Networks. Prior to Alcatel-Lucent/Lucent Technologies, Ms. Chan worked at AT&T Network Systems focusing on product and platform development of 2G and 3G wireless systems. Ms. Chan also serves on the Boards of Directors of Microelectronics Technology, Inc., a publicly-owned technology company specializing in wireless communication product development, manufacturing and global sales, Dialog Semiconductor PLC (DLG), a publicly-owned manufacturer of semiconductor based system solutions, and Magna International Inc. (MGA), a publicly-owned automotive parts supplier.
Member of the Audit Committee
Member of the Nominating and Governance Committee

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Duncan H. Cocroft, Director

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Mr. Cocroft, 75, has served as a director of SBA since August 2004. Mr. Cocroft is a private investor who retired in March 2004 from Cendant Corporation, a provider of consumer and business services primarily in the travel and real estate services industries. Mr. Cocroft was Executive Vice President, Finance and Treasurer of Cendant and Executive Vice President and Chief Financial Officer of PHH Corporation, Cendant's wholly-owned finance subsidiary. Prior to joining Cendant in June 1999, Mr. Cocroft served as Senior Vice President, Chief Administrative Officer and Principal Financial Officer of Kos Pharmaceuticals, where he was responsible for finance, information systems and human resources. His other prior senior management positions include Vice President, Finance and Chief Financial Officer of International Multifoods, an operator of food manufacturing businesses in the United States and Canada, and Vice President and Treasurer of Smithkline Beckman, a pharmaceutical company. Mr. Cocroft previously served on the Board of Directors of Visteon Corporation (VC), a global automotive supplier company, from October 2010 to June 2016.
Chair of the Audit Committee
Member of the Compensation Committee

Portrait

George R. Krouse Jr., Director

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Mr. Krouse, 72, has served as a director of SBA since October 2009. Mr. Krouse, an attorney, retired in December 2007 after spending 37 years at the law firm of Simpson Thacher & Bartlett LLP, where he practiced in the corporate, capital markets and merger and acquisition areas. While at Simpson Thacher & Bartlett LLP, Mr. Krouse served as Head of the Corporate Department, Senior Administrative Partner and was a member of the Executive Committee of the firm. Mr. Krouse also serves on the Board of Visitors at Duke University School of Law and is a 2002 recipient of the Law School’s Distinguished Alumni Award. In 2006, he was appointed a Senior Lecturing Fellow at Duke University School of Law.
Chair of the Nominating and Governance Committee
Member of the Compensation Committee

Portrait

Jack Langer, Lead Independent Director

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Mr. Langer, 69, has served as a director of SBA since May 2004. Mr. Langer is a private investor. From April 1997 to December 2002, Mr. Langer served as Managing Director and the Global Co-Head of the Media Group at Lehman Brothers Inc. From 1995 to 1997, Mr. Langer served as the Managing Director and Head of Media Group at Bankers Trust & Company. From 1990 to 1994, Mr. Langer served as Managing Director and Head of Media Group at Kidder Peabody & Company, Inc. Mr. Langer previously served on the Board of Directors of CKX, Inc., a publicly traded company engaged in the ownership, development and commercial utilization of entertainment content.
Member of the Nominating and Governance Committee
Chair of the Compensation Committee

Committee Charters

Governance Documents

Board of Directors

The Board believes that shareholders should have the right to communicate directly with the Board. Shareholder communications should be directed to one or more members of the Board or to the Board collectively, must be in hard copy (i.e., non-electronic) written form, must be delivered to the Company’s principal executive office located at 8051 Congress Avenue, Boca Raton, Florida 33487, and must include a statement that the author of such communications is a beneficial or record owner of shares of common stock of the Company.

All qualifying communications received by the Company shall be directed to the Corporate Secretary. The Corporate Secretary will maintain a log and copies of all qualifying communications. The Corporate Secretary shall review all qualifying communications and shall remove communications relating to the purchase or sale of products or services, communications from landlords relating to the obligations of the Company or one of its subsidiaries under a lease, communications from suppliers or vendors relating to the obligations of the Company or one of its subsidiaries to such supplier or vendor, communications from pending or threatened opposing parties in legal or administrative proceedings regarding matters not related to securities law matters or fiduciary duty matters and any other communications that the Corporate Secretary deems, in his or her reasonable discretion, unrelated to the business of the Company. The Corporate Secretary shall compile all qualifying communications not removed as provided above and shall distribute such qualifying communications to the intended recipient, as appropriate. A copy of any qualifying communication that relates to the Company’s accounting and auditing practices shall also be sent directly to the Chairman of the Company’s Audit Committee, whether or not it was directed to such person.

Committee Composition

Stock transaction information provided by EDGAR Online. SBA Communications Corporation makes no representation or warranty with respect to any of the information contained herein, takes no responsibility for supplementing, updating or correcting any such information and shall have no liability with respect to any such information. This listing does not include derivatives, such as stock option grants or shares purchased through an employee stock purchase plan. For recent transactions, including derivative transactions, see our Section 16 SEC filings page.

Investor Contact

You can contact us at:

IR@sbasite.com 800.487.SITE

Institutional Investors

Mark DeRussy, CFA Vice President, Finance

Contact by email 561.226.9531