DATE AND TIME   May 23, 2025 10:00 AM, Eastern Time				LOCATION   8051 Congress Avenue, Boca Raton, Florida 33487				RECORD DATE   Shareholders of record at the close of business on March 21, 2025 are entitled to notice of, and to vote at, the meeting and any adjournment thereof.

Shareholders will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. These matters are more fully discussed in the accompanying proxy statement. Our Board of Directors is soliciting proxies from shareholders who wish to vote at the Annual Meeting.

Whether or not you expect to attend the meeting, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. Shareholders who execute a proxy may nevertheless attend the meeting, revoke their proxy, and vote their shares during the meeting.

Jeffrey A. Stoops

Chairman of the Board

VOTING METHODS

You may vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting using the Internet, by telephone or by mail using a traditional proxy card.

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and Annual Report for the year ended December 31, 2024 on or about April 7, 2025.

Our proxy statement and Annual Report are available online at: www.edocumentview.com/SBAC

SBA Communications Corporation

8051 Congress Avenue

Boca Raton, Florida 33487

TABLE OF CONTENTS

PROXY SUMMARY			1
PROPOSAL 1: ELECTION OF DIRECTORS.			8
Nominees for Director			11
Directors Continuing in Office			13
CORPORATE GOVERNANCE			17
Corporate Governance Guidelines			17
Board Leadership Structure			17
Lead Independent Director			18
Board Meetings			18
Board Committees			18
Board Independence			22
Board and Committee Self-Evaluation and Refreshment			22
Executive Succession Planning			23
Risk Management			24
Executive Compensation “No Fault” Recoupment or “Clawback” Policy			26
Code of Ethics and Code of Conduct			26
Related Party Transactions, Insider Trading and Anti-Hedging			27
Corporate Responsibility			28
Director Compensation			29
EXECUTIVE OFFICERS			31
EXECUTIVE COMPENSATION			34
Compensation Discussion and Analysis			34
Executive Compensation Tables and Narrative Disclosure			53
SECURITY OWNERSHIP			64
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			66
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION			69
OTHER COMPENSATION DISCLOSURES			70
Q&A ABOUT VOTING			75
OTHER MATTERS			79
APPENDIX A: GAAP TO NON-GAAP RECONCILIATIONS			A-1

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2025 Annual Meeting of Shareholders

Date and Time   May 23, 2025, at 10:00 AM Eastern Time

Location   8051 Congress Avenue Boca Raton, Florida 33487

Record Date   March 21, 2025

Voting   Each share of SBA Class A common stock outstanding at the close of business on the record date has one vote on each matter that is properly submitted for a vote at the Annual Meeting.

Voting Matters

Shareholders will be asked to vote on the following matters at the Annual Meeting:

1		Election of Directors   The Board of Directors believes that each of the director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board.				FOR each Director Nominee		page 8
2		Ratification of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the 2025 Fiscal Year   The Audit Committee has appointed Ernst & Young LLP to serve as our independent registered public accounting firm for the 2025 fiscal year, and this appointment is being submitted to our shareholders for ratification. The Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of the Company and its shareholders.				FOR		page 66
3		Advisory Vote on Executive Compensation   SBA seeks a non-binding advisory vote from its shareholders to approve the compensation of the named executive officers as disclosed in this proxy statement. The Board values the opinions of our shareholders and will take into consideration the outcome of the advisory vote when considering future executive compensation decisions.				FOR		page 69

SBA Communications Corporation | 2025 Proxy Statement 1

Building Better Wireless^®

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2024 FINANCIAL AND OPERATIONAL HIGHLIGHTS

In 2024, SBA continued to deliver strong financial and operational results. We deployed over $1.2 billion of capital through (i) portfolio expansion, (ii) meaningful dividend growth and (iii) opportunistic share repurchases. Despite elevated customer consolidation related churn and foreign currency headwinds, we continued to grow our Adjusted EBITDA, delivering $1,894.3 million in Adjusted EBITDA for the year. Highlights for the year include:

For more information relating to SBA’s financial performance, please review our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2025.

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BOARD OF DIRECTORS

We believe all of our directors bring to our Board of Directors, or the Board, a wealth of experiences derived from their service in executive and managerial roles, as well as extensive board experience. Our Board has the right mix of experiences and skills, balancing the needs of our current business, global operations and long-term strategy. Background information about our directors can be found beginning on page 11 of this proxy statement.

Name & Principal Occupation				Age		Director Since		Independent		Committee Memberships
		Jeffrey A. Stoops Non-Executive Chairman of the Board and Former President & Chief Executive Officer SBA Communications Corporation		66		1999				None
		Brendan T. Cavanagh President & Chief Executive Officer SBA Communications Corporation		53		2024				None
		Kevin L. Beebe President & Chief Executive Officer 2B Partners, LLC		66		2009				Audit   Compensation
		Steven E. Bernstein Founder SBA Communications Corporation		64		1989				None
		Laurie Bowen Former Chief Executive Officer Telecom Italia Sparkle Americas		63		2023				Compensation   NCG
		Mary S. Chan Chief Operating Officer - Nikola Corporation Managing Partner of VectolQ, LLC		62		2015				Compensation   NCG
		Jay L. Johnson Chief Financial Officer, Executive Vice President & Treasurer Lamar Advertising Company		48		2022				Audit (Chair)   NCG
		George R. Krouse, Jr. Retired Attorney Simpson Thacher & Bartlett LLP		79		2009				Audit   NCG (Chair)
		Jack Langer Lead Independent Director of the Board Private Investor and Former Managing Director & Global Co-Head of the Media Group Lehman Brothers Inc.		76		2004				Audit   Compensation (Chair)
		Amy E. Wilson General Counsel and Corporate Secretary Dow Inc.		54		2023				Audit   NCG

* NCG – Nominating and Corporate Governance Committee

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Board Composition

Below sets forth the diverse skills, experience and perspective that our directors bring to the Board. Additional information, including why our Nominating and Corporate Governance Committee, or NCG Committee, believes that these specific skills, experiences or perspectives are important to an effective SBA Board, can be found beginning on page 21.

Board Refreshment

3 independent  directors   have been elected to the   Board since 2022		Notable Skills of Most Recently Added Directors Include
				Global Perspective				Telecommunications/ Technology
				Finance/Capital Allocation Experience				Public Board/ Corporate Governance

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Governance Highlights

Our Board oversees the development and execution of our strategy. We have robust governance practices and procedures that support our strategy. To maintain and enhance independent oversight, our Board is focused on its composition and effectiveness and has implemented a number of measures for continuous improvement.

The measures outlined below align our corporate governance structure with our strategic objectives and enable the Board to effectively communicate and execute our culture of compliance and rigorous risk management.

COMPREHENSIVE, INTEGRATED CORPORATE GOVERNANCE

		>   Balanced Board with diversity of skills and experience. >   Board refreshment has resulted in three new independent directors since 2022 including two new independent directors in 2023. >   Board risk oversight and assessment. >   Board conducts annual self-evaluation of the Board, its Committees and each director to determine effective functioning. >   Succession planning process for Board members and executives.   >   All directors, other than our CEO and former-CEO, are independent. >   Lead Independent Director ensures independent oversight. >   Independent directors regularly meet in executive session with the Lead Independent Director presiding. >   Independent Board committees.   >   Directors and officers are strictly prohibited from hedging any shares beneficially owned. >   Directors and officers are subject to robust stock ownership guidelines. >   Majority voting standard and director resignation policy in uncontested elections. >   Directors and executive officers are prohibited from pledging shares that are subject to the stock ownership requirements. >   Policies regarding political contributions and lobbying.   >   Meaningful proxy access right for shareholders. >   Proactive shareholder engagement program. >   Strong commitment to corporate responsibility and sustainable business practices. >   Executive Compensation Clawback policies.

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EXECUTIVE COMPENSATION PRACTICES

We pay for performance. The core of our executive compensation philosophy is that our executives’ pay should be linked to the performance of SBA. Accordingly, our executives’ compensation is heavily weighted toward compensation that is performance-based or equity-based.

Our long-term incentive award program is responsive to our shareholders. Our long-term incentive awards for our senior executives, which we structured following extensive engagement with our shareholders regarding our executive compensation plan design, are performance-based, and we do not award stock options as part of our executive compensation program. Our long-term equity incentive awards for 2024 for our CEO were (1) 60% in the form of three-year performance-based restricted stock units and (2) 40% in the form of time-based restricted stock units. Our long-term equity incentive awards for 2024 for our other executive officers were (1) 50% in the form of three-year performance-based restricted stock units and (2) 50% in the form of time-based restricted stock units.

SHAREHOLDER ENGAGEMENT

We believe that shareholder engagement remains a key driver of our continued success.

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Balanced Board with Unique Perspectives

Our Bylaws permit the Board to set the size of the Board. Our Board has set the size of the Board at ten. For the size and scope of our business and operations, we believe a board of approximately this size is appropriate as it is small enough to allow for effective communication among the members, but large enough so that we get a diverse set of perspectives and experiences in our board room.

Our Board is currently divided into three classes. We believe that the classified Board is the most effective way for the Board to be organized because it ensures a greater level of certainty of continuity from year-to-year which provides stability in organization and experience. This continuity and stability is particularly important given the long-term nature of the agreements under which we produce revenue. As a result of the three classes, at each Annual Meeting directors are elected for a three-year term.

We are committed to ensuring that our Board is made up of directors who bring to the Board a wealth of leadership experience, diverse viewpoints, knowledge, skills and business experience in the substantive areas that impact our business and align with our strategy. Our NCG Committee regularly reviews the characteristics, skills, background and expertise of the Board as a whole and its individual members to assess those traits against the developing needs of the Board and SBA. SBA is committed to seeking diversity and balance among directors of thought, viewpoints, backgrounds, skills, experience, and expertise. As the fundamentals of the wireless network ecosystem continue to evolve, SBA has continued to pursue ways to adapt and prosper from the ever-changing landscape, and our NCG Committee has sought to expand the perspectives of our Board to provide us guidance and insight on this evolution.

Since 2022, as part of our ongoing board refreshment efforts, 37.5% of our independent directors were newly elected. We believe that this board refreshment process has successfully allowed us to identify candidates who bring valuable viewpoints, backgrounds, skills, experience, and expertise to our Board. Our three most recent independent directors elected to the Board are illustrative of that effort. Mr. Johnson brings to our Board his extensive experience in serving in senior finance roles at multiple REITs, including currently as Chief Financial Officer of Lamar Advertising Company, a leading outdoor advertising company REIT. Ms. Bowen brings to our Board her leadership experience in the development and execution of growth strategies across global portfolios of several multinational telecommunications companies. Ms. Wilson brings to our Board extensive corporate governance expertise as a corporate executive of a large publicly-traded company with a wealth of experience in global transactions.

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Board Composition

The matrix below sets forth the skills and experience that we have identified as being essential for our Board to provide sound stewardship and the relevance of such skill or experience to our long-term value creation. Our NCG Committee seeks to have a Board with unique and balanced perspectives; consequently, we do not expect or seek for each director to have each skill or experience set forth in the matrix. The skills, experience and background of each of our directors, and the characteristics that our NCG Committee and our Board identified in connection with his or her nomination, is set forth in each director’s biography which starts on page 11 of this proxy statement.

Key Objectives and Governance

Relevance to SBA

GLOBAL PERSPECTIVE

Given that we operate in 13 countries across three continents, international experience helps our Board understand and anticipate the opportunities and challenges of our business and contributes to a diversity of perspectives in Board decision-making.

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TELECOM / TECHNOLOGY

Directors with technical knowledge, experience in our industry and experience implementing technology strategies provide the Board operational insight and strengthen the Board’s expertise in evaluating and managing evolving technologies such as mobile edge computing.

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SENIOR LEADERSHIP

Significant leadership experience, including serving as a C-Suite or division executive, within a complex organization enhances the Board’s ability to manage risk and oversee operations.

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FINANCIAL / ACCOUNTING

Strong financial and accounting expertise allows effective oversight and understanding of financial reporting, financing transactions, complex acquisitions and internal controls.

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INVESTMENT / CAPITAL ALLOCATION

Experience with debt/capital market transactions and corporate finance experience assists in evaluating our financial vision and capital allocation strategy.

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PUBLIC COMPANY BOARD/ CORPORATE GOVERNANCE

Prior public company board and corporate governance experience, including oversight of cybersecurity and compensation risks, supports our goals of strong Board and management accountability, transparency, effective oversight and good governance.

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RISK MANAGEMENT/ COMPLIANCE

Skills and experience in assessment and management of business and financial risk factors allow the Board to effectively oversee risk management and assist SBA in managing the risks that it encounters.

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MERGERS AND ACQUISITIONS/ STRATEGIC INVESTMENTS

As portfolio growth is a vital element in SBA’s long-term growth strategy, experience in evaluating and implementing M&A and strategic investments furthers the Board’s management and oversight of these transactions.

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OPERATIONAL/ HUMAN RESOURCES

Operational and human capital experience provide the Board insight into effective recruitment, retention and succession planning.

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We seek to have a Board of independent directors that bring to us a wide range of viewpoints and experiences. As discussed later in this proxy statement, we annually evaluate the independence of each of our directors utilizing the definition of “independent director” in the listing rules of the Nasdaq Stock Market.

Our Board consists of independent, unaffiliated directors with a range of tenure, with our longer-serving directors providing important institutional knowledge and experience and our newer directors bringing fresh perspectives to deliberations. As shown in the Average Tenure chart below, our directors, excluding Mr. Bernstein, who founded SBA, Mr. Stoops, our former CEO and Mr. Cavanagh, our CEO, have a range of age and tenure.

Our Bylaws provide that, in uncontested elections, directors will be elected by a majority of the votes cast, and in contested elections, directors will be elected by a plurality of the votes cast. Our Bylaws further provide that a director who is not elected by a majority of the votes cast in an uncontested election must tender his or her resignation to the Board. The Board, taking into consideration the recommendation of the NCG Committee, will then decide whether to accept or reject the resignation, or whether other action should be taken.

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As discussed above, we believe that each of our continuing directors and director nominees possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to SBA’s success. Our directors and director nominees were nominated because each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with SBA’s image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Each continuing director’s and director nominee’s principal occupation and other pertinent information about his or her particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director are as follows:

Nominees for Director

Class II Directors

For Terms Expiring at the 2028 Annual Meeting

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Continuing Directors

Class III Directors

Terms Expire at the 2026 Annual Meeting

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Class I Directors

For Terms Expiring at the 2027 Annual Meeting

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

The Board of Directors has voluntarily adopted Corporate Governance Guidelines. Our Corporate Governance Guidelines describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Guidelines include director independence, director qualifications, committee membership and structure, shareholder communications with the Board, director compensation and the annual performance evaluation of the Board. Our Corporate Governance Guidelines provide, among other things, that:

The NCG Committee reviews our Corporate Governance Guidelines not less than annually, and, if necessary, will recommend changes to the Board. Our Corporate Governance Guidelines are available to view at our website, www.sbasite.com, under the Investor Relations - Corporate Governance section.

Board Leadership Structure

As stated in our Corporate Governance Guidelines, the Board has not adopted a formal policy regarding the need to separate or combine the offices of Chair of the Board and Chief Executive Officer and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for SBA. Currently, SBA separates the positions of CEO and Chair in recognition of the differences between the two roles. The CEO is responsible for the strategic direction of SBA and the day-to-day leadership and performance of SBA, while the Chair provides guidance to the CEO, sets the agenda for the Board meetings and presides over meetings of the Board. In addition, SBA believes that the current separation provides a more effective monitoring and objective evaluation of the CEO’s performance. The separation also allows the Chair to strengthen the Board’s objective oversight of SBA’s performance and governance standards.

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In order to facilitate and strengthen the Board’s independent oversight of SBA’s performance, strategy and succession planning and to uphold effective governance standards, the Board has established the role of a Lead Independent Director. Our Corporate Governance Guidelines require the appointment of a Lead Independent Director in the event that our Chair is not independent. The Board believes that the Lead Independent Director provides additional perspective and expanded communication among directors. Mr. Langer currently serves as SBA’s Lead Independent Director.

Lead Independent Director

The Lead Independent Director’s duties, which are listed in our Corporate Governance Guidelines, include:

Board Meetings

During 2024, the Board of Directors held a total of six meetings. Each incumbent director attended at least 75% of the aggregate of (1) the total number of meetings of the Board during the period in which he or she was a director and (2) the total number of meetings of all Committees on which he or she served during the period in which he or she was a director. It is the policy of the Board of Directors to encourage its members to attend SBA’s Annual Meeting of Shareholders. Nine of our ten directors were present at our 2024 Annual Meeting of Shareholders.

Board Committees

The Board has three standing Committees: the Audit Committee, the Compensation Committee and the NCG Committee. Copies of the Committee charters of each of the Audit Committee, the Compensation Committee and the NCG Committee setting forth the respective responsibilities of the Committees can be found under the Investor Relations - Corporate Governance section of our website at www.sbasite.com, and such information is also available in print to any shareholder who requests it through our Investor Relations department. Each of the Committees reviews, and revises (if necessary), its respective charter not less than annually.

Each Committee Chair reports on the Committee actions and recommendations at Board of Director meetings.

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Audit Committee

Meetings in 2024: 6

Members:

Jay L. Johnson (Chair)

Kevin L. Beebe

George R. Krouse Jr.

Jack Langer

Amy E. Wilson

Responsibilities   >   Oversees our accounting and financial reporting processes and the audits of our financial statements.   >   Establishes our audit policies, evaluates the independence of and selects our independent auditors, and oversees the engagement of our independent auditors. The Audit Committee maintains free and open means of communication between our directors, management and the independent auditors.   >   Oversees the performance of our internal audit function, develops controls to ensure the integrity of our financial statements and the quality of disclosure, and monitors our compliance with legal and regulatory requirements.   >   Responsible for monitoring the effectiveness of our information system, cybersecurity and data privacy controls. In connection with such responsibilities, the Audit Committee receives quarterly reports from our Senior Vice President and Chief Information Officer.   >   Establishes procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters.   >   Reviews and approves related person transactions.   >   Preparation of the Audit Committee Report (page 68).   Independence and Financial Expertise   The Board has determined that each member of the Audit Committee meets the independence requirements under the Nasdaq Listing Standards and the enhanced independence standards for audit committee members required by the SEC.   The Board has determined that each of Messrs. Beebe, Johnson and Langer meets the requirements of an audit committee financial expert under SEC rules. For information regarding the business experience of the members of the Audit Committee, see “Proposal 1 - Election of Directors.”

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Compensation Committee

Meetings in 2024: 5

Members:

Jack Langer (Chair)

Kevin L. Beebe

Laurie Bowen

Mary S. Chan

Responsibilities   >   Establishes salaries, incentives and other forms of compensation for our Chief Executive Officer, each of our executive officers (our Executive Vice Presidents) and our Chief Accounting Officer (collectively, the “Officer Group”) and terms of any related employment agreements or severance plans.   >   Periodic review and recommendations for director compensation.   >   Administers our equity-based compensation plans, including awards under such plans, and our Stock Ownership Guidelines.   >   Oversees and administers our executive compensation clawback policies.   >   Reviews the results of any advisory shareholder votes on executive compensation and considers whether to recommend adjustments to our executive compensation policies and practices as a result of such votes.   >   Preparation of Compensation Committee Report (page 52).   >   The Compensation Committee Chair reports on Compensation Committee actions and recommendations at Board of Director meetings.   Independence   The Board has determined that each member of the Compensation Committee meets the independence requirements of the Nasdaq Listing Standards, including the heightened independence requirements specific to compensation committee members.

Role of Compensation Consultants and Advisors. The Compensation Committee has the authority, pursuant to its charter, to engage the services of outside legal or other experts and advisors as it, in its sole discretion, deems necessary and appropriate to assist the Compensation Committee in fulfilling its duties and responsibilities. For 2024, the Compensation Committee selected and retained F.W. Cook & Co., Inc., or FW Cook, an independent compensation consulting firm, and instructed FW Cook to provide the Compensation Committee with a review of competitive market data for each executive officer, and to work directly with the Compensation Committee to prepare proposals for 2024 executive compensation and director compensation. FW Cook also assisted with structuring our performance-based equity award program. In addition, in 2024 the Compensation Committee selected and retained Norton Rose Fulbright, or Norton Rose, a law firm which provides legal advice on compensation issues. Neither FW Cook nor Norton Rose performed any services for us other than their services to the Compensation Committee. We believe that the use of independent consultants provides additional assurance that our programs are reasonable and consistent with our objectives. The Compensation Committee reviewed the independence of each of FW Cook and Norton Rose in light of the SEC rules and the Nasdaq Listing Standards regarding compensation consultants and has concluded that neither FW Cook’s work nor Norton Rose’s work for the Compensation Committee during 2024 raised any conflict of interest and that each of FW Cook and Norton Rose is independent.

Role of Management and Delegation of Authority. As more fully discussed under “Compensation Discussion and Analysis -Evaluating Compensation Program Design and Relative Competitive Position,” our CEO provides the Compensation Committee with (1) evaluations of each named executive officer, including himself, and (2) recommendations regarding base salary levels for the upcoming year for each named executive officer (other than himself), an evaluation of the extent to which the named executive officer met his annual incentive plan bonus target, and the aggregate total long-term incentive value that each named executive officer (other than himself) should receive. Our CEO typically attends all regularly scheduled Compensation Committee meetings to assist the Compensation Committee in its discussion and analysis of the various

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agenda items, and is generally excused from the meetings, as appropriate, including for discussions regarding his own compensation. The Compensation Committee may delegate to SBA’s management the authority to administer incentive compensation and benefit plans provided for employees, as it deems appropriate and to the extent permitted by applicable laws, rules, regulations and Nasdaq Listing Standards.

Compensation Committee Interlocks and Insider Participation. None of our former or current committee directors is or has been an officer or employee of SBA. During 2024, none of our executive officers served as a director of another entity, one of whose executive officers served on the Compensation Committee, and none of our executive officers served as a member of the compensation committee of another entity, whose executive officers served as a member of our Board.

There were no transactions during the 2024 fiscal year between SBA and any of the directors who served as members of the Compensation Committee for any part of the 2024 fiscal year that would require disclosure by SBA under the SEC’s rules requiring disclosure of certain relationships and related party transactions.

Nominating and Corporate Governance Committee

Meetings in 2024: 5

Members:

George R. Krouse Jr. (Chair)

Laurie Bowen

Mary S. Chan

Jay L. Johnson

Amy E. Wilson

Responsibilities   >   Solicits, considers, recommends and nominates candidates to serve on the Board under criteria adopted by it from time to time.   >   Nominates the Lead Independent Director in the event the Chair is not an independent director.   >   Recommends to the Board whether to accept or reject the resignation tendered by a director who failed to receive a majority of votes cast in any uncontested re-election.   >   Advises the Board with respect to Board composition and procedures and Committee composition, function, structure, procedures and charters.   >   Oversees periodic evaluations of the Board, the Committees and directors, including establishing criteria to be used in connection with such evaluations.   >   Reviews and reports to the Board on a periodic basis with regard to matters of corporate governance.   >   Develops and reviews succession planning for Board members and executive officers.   >   Periodic review of human capital management programs and practices.   >   Oversees our sustainability strategies, initiatives, disclosures and reporting.   >   Considers and recommends to the Board the approval of any waivers to SBA’s Code of Conduct (as defined below) for a director or executive officer.

Consideration of Director Nominees. The NCG Committee considers possible candidates for nominees for directors from many sources, including management and shareholders. The NCG Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the NCG Committee, in accordance with the Criteria for Nomination to the Board of Directors, which is attached as Annex A to the NCG Committee Charter. Our NCG Committee seeks to create a balanced board with a broad range of viewpoints, background, skills, experience, and expertise.

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The NCG Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to SBA’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the NCG Committee or the Board decides not to re-nominate a member for re-election, the NCG Committee identifies the desired skills and experience of a new nominee in light of the Criteria for Nomination. Current members of the NCG Committee and Board are polled for suggestions as to individuals meeting the Criteria for Nomination of the NCG Committee. From time to time, the NCG Committee has engaged, and may in the future engage, the services of executive search firms to assist the NCG Committee and the Board of Directors in identifying and evaluating potential director candidates.

Shareholder Nominations of Director Candidates. Our Bylaws permit an eligible shareholder or group of eligible shareholders of any size to nominate up to 25% of our board of directors for inclusion in our proxy statement if they have continuously owned at least 3% of our Class A common stock for at least three years. However, candidates who were previously nominated by shareholders for any of the two most recent annual meetings and who received less than 20% of the total votes cast at any of those annual meetings are not eligible to be nominated utilizing the proxy access provisions. Shareholders who wish to nominate directors for inclusion in our proxy statement or directly at an annual meeting in accordance with the procedures in our Bylaws should follow the instructions under “Shareholder Proposals and Director Nominations” in this proxy statement.

Board Independence

Pursuant to our Corporate Governance Guidelines, we require that a majority of our Board of Directors and all members of our three standing Committees be comprised of directors who are “independent,” as such term is defined in the Nasdaq Listing Standards. Each year, the Board undertakes a review of the independence of directors and director nominees, which includes a review of responses to questionnaires asking about any relationships with us. This review is designed to identify and evaluate any transactions or relationships between a director or director nominee, or any member of his or her immediate family and us, or members of our senior management or other members of our Board of Directors, and all relevant facts and circumstances regarding any such transactions or relationships. Consistent with these considerations, our Board has affirmatively determined that each of Mses. Bowen, Chan, and Wilson and each of Messrs. Beebe, Bernstein, Johnson, Krouse and Langer are independent.

Executive Sessions. The non-management members of the Board of Directors meet in executive session at each regularly scheduled meeting of the Board and the independent members of the Board of Directors meet in executive session at least twice a year at regularly scheduled meetings of the Board.

Board and Committee Self-Evaluation and Refreshment

Our Board conducts annual self-evaluations to assess the effectiveness of the Board and its Committees. These annual self-evaluations are overseen by the NCG Committee and are designed to enhance the overall effectiveness of the Board and each Committee and identify areas of potential improvement. They include written questionnaires that solicit feedback from the Board and Committee members on a range of topics, including the Committees’ roles, structure and composition; the extent to which the mix of skills, experience and other attributes of the individual directors is appropriate for the Board and each Committee; the scope of duties delegated to the Committees, including the allocation of risk assessment between the Board and its Committees; interaction with management; information and resources; the adequacy of open lines of communication between directors and members of management; the Board and Committee meeting process and dynamics; and follow-through on recommendations developed during the evaluation process.

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Our Board has also implemented annual individual director self-evaluations that require each director to assess his or her performance as a director and the performance of the Board as a whole.

Director suggestions for improvements to the evaluation questionnaires and process are considered for incorporation for the following year.

The NCG Committee and the Board regularly review Board composition and succession planning, including for the Chair of the Board and/or Lead Independent Director. As part of such review, the NCG Committee and the Board considers the additional director qualifications, skills, experience, attributes and diversity that would enhance overall Board effectiveness. The NCG Committee also considers the size and composition of the Board and its Committees, as well as the Board leadership structure to ensure strong independent oversight and a Board that best meets the evolving needs of SBA. We believe that this board refreshment process has successfully allowed us to identify candidates who bring valuable viewpoints, backgrounds, skills, experience, and expertise to our Board.

Executive Succession Planning

Succession planning and execution is one of the Board’s most important responsibilities, and the success of our recent leadership transitions is a testament to the care and diligence that the Board has devoted to this key topic. The Board’s succession planning activities are strategic, long-term and supported by the Board’s Committees and external consultants.

For many years, the Board has focused attention on succession planning and has developed programs and procedures designed to address it. The Board is involved in evaluating executives prior to any promotion or appointment and has opportunities to observe each internal candidate through presentations to the Board and informal contact. The smooth and orderly transition from Mr. Stoops to Mr. Cavanagh, effective upon Mr. Stoops retirement on January 1, 2024 and the appointment of Mr. Montagner as Mr. Cavanagh’s successor was a result of the strategic planning of the NCG Committee and the Board. Furthermore, the Board built upon its thoughtful approach to executive succession planning and its recent experiences to guide recent executive leadership transitions, including the appointment of a new EVP of Site Leasing which occurred in mid-2024.

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Risk Management

Although each Committee is responsible for overseeing the management of certain risks as delegated to such Committees by the full Board, the Committees report back to the full Board regarding the risks described above. This enables the Board and the Committees to coordinate risk oversight and the relationships among the various risks faced by us.

Oversight of Cybersecurity Risks

Our Board believes a strong cybersecurity strategy is vital to protect our business, customers and assets. The Audit Committee oversees SBA’s internal cybersecurity and other information technology and data privacy risks, controls, strategies and procedures. Our information security team also works with our Executive Vice President, Chief Administrative Officer and General Counsel on our data privacy program, including with respect to the preservation and protection of the integrity and confidentiality of our data and systems. In addition, the Audit Committee periodically evaluates our cyber strategy to ensure its effectiveness and, if appropriate, includes a review from third-party experts. Our Senior Vice President and Chief Information Officer reports to the Audit Committee at every regularly scheduled meeting of the Audit Committee (or more frequently, as needed) regarding cybersecurity risk exposure and cybersecurity risk management strategy. Our Executive Leadership Team governs our cybersecurity strategy and programs through regularly scheduled meetings. In addition, our Board also may review and assess cybersecurity risks as part of its responsibilities for general risk oversight.

We are members of global industry organizations such as the Information Systems Audit and Control Association (ISACA), International Information System Security Certification Consortium (ISC) and International Association of Privacy Professionals (IAPP). Our information security management systems are comprehensive and leveraged to drive our cybersecurity program. Our cybersecurity policies, procedures, controls and risk assessments are based on the National Institute of Standards and Technology (NIST) Cybersecurity Framework. We leverage the core functions of the NIST Cybersecurity Framework - Identify, Protect, Detect, Respond and Recover, to identify opportunities for improvement and risk mitigation. We also leverage the principles of the ISO 27001 standard and have achieved ISO 27001:2013 certification for one of our data centers. Key elements of our information security management systems include, among others:

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We maintain a data incident response and a business continuity management plan to timely, consistently and compliantly address cyber threats that may occur despite our safeguards. The response plan covers the major phases of the incident response process, including (1) preparation, (2) detection and analysis, (3) containment and investigation, (4) notification, which may include timely notice to our Board if deemed material or appropriate, (5) eradication and recovery and (6) incident closure and post-incident analysis. Our response plan is reviewed annually, regularly tested and kept up to date. The scope of this plan is global and includes our business units, regions, subsidiaries and affiliates. Our business continuity management system includes targets and objectives, impact analyses and risk assessments, business continuity procedures, exercise and testing, monitoring and corrective action plans, training and awareness, documentation and data compilation and standards for data centers and servers. We work with third-party industry experts to conduct annual vulnerability assessments and penetration testing. In the past three years, we have not experienced a material information security breach. As such, we have not incurred any material expenses from cybersecurity breaches or any expenses from penalties or settlements related to a cybersecurity breach during that time.

We maintain a robust privacy compliance program. New hires are required to participate in cybersecurity onboarding training, and current employees are subject to annual cybersecurity training and quarterly phishing awareness training. Our leadership team participates in advanced, targeted cybersecurity training and exercises to ensure additional security.

Compensation Risks

In early 2025, as part of our risk management process, we conducted an annual comprehensive review and evaluation of our compensation programs and policies. The assessment covered each material component of executive and non-executive employee compensation. Based on a review and analysis of our incentive plans, policies and programs, we believe these programs are not reasonably likely to give rise to risks that would have a material adverse effect on our business. In evaluating our compensation components, we took into consideration the following risk-limiting characteristics:

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