AMERICAN TOWER CORP MA
For the period ended May 14, 2025. Filed Apr 2, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 2, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement. |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
| x | Definitive Proxy Statement. |
| ☐ | Definitive Additional Materials. |
| ☐ | Soliciting Material Pursuant to §240.14a-12. |
| AMERICAN TOWER CORPORATION | |
| (Name of Registrant as Specified in its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| x | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Letter from the Chief Executive Officer
April 2, 2025 Dear Stockholder:It is my pleasure to invite you to American Tower Corporation’s 2025 Annual Meeting of Stockholders on Wednesday, May 14, 2025 at 11:00 a.m. Eastern Time. We will hold the Annual Meeting virtually through a live audio webcast. You will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/AMT2025. Please follow the instructions in this Proxy Statement to join the virtual Annual Meeting.Included with this letter are the official notice of meeting; the Proxy Statement, which describes in detail the matters to be discussed and voted on at the meeting; and the form of proxy.Your vote is important. You may vote your shares online; by telephone; by mail, if you received a paper copy of the proxy materials and follow the instructions on the proxy card or voting instruction card; or at the virtual meeting. If you vote by proxy prior to the meeting, you may withdraw your proxy and vote at the virtual meeting, if you wish to do so. Whether or not you plan to attend the meeting, I urge you to vote as soon as possible to ensure your shares will be represented at the meeting.On behalf of the executive team and your Board of Directors, I thank you for your continued support.Sincerely,Steven O. VondranPresident and Chief Executive Officer
Letter from the Independent Chairperson of the Board
April 2, 2025 Dear Fellow Stockholders:It is an incredible honor to continue serving as Chairperson of the Board at American Tower. This role allows me to collaborate with an extraordinary team of experienced board members and a talented management team. Together, we’re guiding the Company through an exhilarating era of mobile connectivity and innovation.As we stepped into 2024, management, with the Board’s full support, introduced a bold set of strategic priorities. These focused on optimizing our global portfolio, refining capital allocation, fortifying our investment-grade balance sheet, and streamlining efficiency across our global operations. These efforts were designed to amplify our value to customers, seize new business opportunities, and enhance the natural operating leverage of our business model for significant margin expansion. Thanks to the successful execution of these initiatives, we begin 2025 on solid ground, poised for sustainable, high-quality earnings growth and attractive shareholder returns for the long term.Engaging with our shareholders is a top priority for me and the entire Board. These connections strengthen our governance, align our strategies with investor priorities, and ensure our oversight remains industry-leading. Over the years, our conversations with investors have driven meaningful changes, such as refining our executive compensation framework, enhancing transparency around pay equity, and amending our bylaws to empower shareholders further.Through ongoing dialogue, we’ve also addressed key governance topics, including board refreshment and succession planning. We’ve seen this come to life in the seamless CEO transition to Steve Vondran in early 2024, along with the appointments of Bud Noel as Chief Operating Officer and Rich Rossi as EVP and President, U.S. Tower earlier this year. These moves reflect the depth of leadership within our organization.
Additionally, we had the privilege of welcoming two globally accomplished leaders, Neville Ray and Raj Kalathur, to our Board over the last year, further enriching our expertise and vision. Neville brings deep industry knowledge through his many years of service with one of our largest customers, T-Mobile, and Raj brings extensive operational, financial and information technology service experience through his accomplished tenure at John Deere. I would also like to take this opportunity to express our profound appreciation to JoAnn Reed, who will not be standing for re-election at this year's Annual Meeting, for her many years of dedicated service and invaluable contributions to the Board and the Company during her tenure.As we celebrate the successful execution of our 2024 initiatives, we are energized about what lies ahead. The leadership transitions and strategic advancements position American Tower for remarkable achievements over the next decade and beyond.Thank you for your continued trust and confidence. Serving American Tower on behalf of our valued shareholders is a privilege the Board of Directors and I deeply cherish. Together, let’s continue building a future of growth, innovation and enduring success.Sincerely,Pamela D. A. ReeveIndependent Chairperson of the Board
Special Note About Forward-Looking Statements
In addition to historical information, this Proxy Statement contains “forward-looking statements” concerning our goals, beliefs, expectations, strategies, objectives, plans, future operating results and underlying assumptions and other statements that are not necessarily based on historical facts. Actual results may differ materially from those indicated in our forward-looking statements as a result of various factors, including those factors set forth under the caption “Risk Factors” in Item 1A of our most recent annual report on Form 10-K, and other risks described in documents we subsequently file from time to time with the Securities and Exchange Commission (SEC). We undertake no obligation to update the information contained in this Proxy Statement to reflect subsequently occurring events or circumstances.
No Incorporation By Reference
This Proxy Statement includes several website addresses and references to additional materials and reports found on those websites. We have included such website addresses only as inactive textual references and do not intend them to be active links to such websites. These websites, materials and reports are not incorporated by reference herein.
Notice of 2025 Annual Meeting of Stockholders
Date:Wednesday, May 14, 2025Time:11:00 a.m. Eastern TimeLive Audio Webcast at:www.virtualshareholdermeeting.com/AMT2025Record Date:March 17, 2025HOW YOU MAY VOTEYou may vote if you were a stockholder of record on March 17, 2025, the record date fixed by the Board of Directors. To ensure your shares are represented at the meeting, please vote as soon as possible by one of the following methods:
Online
By Telephone
By Mail
At the Virtual Meeting
Whether or not you expect to attend the virtual Annual Meeting, please vote as soon as possible to ensure the representation of your shares at the Annual Meeting. You may vote your shares online, by telephone, by mail (as applicable) by following the instructions on the proxy card or voting instruction card, or at the virtual meeting.Materials will be made available on or about April 2, 2025.
| AT THE ANNUAL MEETING YOU WILL BE ASKED TO: | |||
|---|---|---|---|
| BoardRecommendation · PageReference | |||
| 1 | Elect each of the 11 Directors for the ensuing year and until his or her successor is elected and qualified; | FOR | 8 |
| 2 | Approve, on an advisory basis, our executive compensation; | FOR | 38 |
| 3 | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; and | FOR | 82 |
| Transact such other business as may properly come before the meeting or any adjournments or postponements thereof.For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 85 of this Proxy Statement.To sign up for electronic delivery, please visit www.proxyvote.com with your proxy card in hand, which contains your control number, and follow the instructions to indicate that you agree to receive or access proxy materials electronically in future years.ATTENDING THE MEETINGWe will hold the Annual Meeting virtually through a live audio webcast.•You will be able to attend the Annual Meeting online through a live audio webcast at www.virtualshareholdermeeting.com/AMT2025. You may log in with your 16-digit control number, included on your notice of internet availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials (if applicable). For more information, please see “How do I attend the Annual Meeting?” in the “Questions & Answers” section beginning on page 85 of this Proxy Statement.•The Annual Meeting will begin at approximately 11:00 a.m. Eastern Time, with registration beginning at 10:30 a.m., on Wednesday, May 14, 2025.•You will be able to vote and submit live questions during the Annual Meeting at www.virtualshareholdermeeting.com/AMT2025. | |||
| By order of the Board of Directors, Ruth T. DowlingExecutive Vice President, Chief Administrative Officer, General Counsel and SecretaryApril 2, 2025American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116 | |||
Table of Contents
| ABOUT AMERICAN TOWER | I | ||
|---|---|---|---|
| PROXY STATEMENT SUMMARY | 1 | ||
| CORPORATE GOVERNANCE | 8 | ||
| PROPOSAL 1 | ELECTION OF DIRECTORS | 8 | |
| Summary of Director Skills and Qualifications | 9 | ||
| Corporate Governance | 16 | ||
| Board of Directors | 18 | ||
| Board Leadership Structure | 18 | ||
| Selection of Directors and Board Refreshment | 19 | ||
| Director Independence | 22 | ||
| Annual Evaluation | 24 | ||
| Board Meetings | 25 | ||
| Board Committees | 26 | ||
| Executive Sessions | 28 | ||
| Director Onboarding, Continuing Education and Access to Employees | 29 | ||
| Process of Setting Director Compensation | 30 | ||
| Risk Oversight | 31 | ||
| Executive Succession Planning | 33 | ||
| Sustainability Framework and Highlights | 34 | ||
| Stockholder Outreach and Rights | 35 | ||
| Communications From Stockholders and Other Interested Parties | 36 | ||
| Approval of Related Party Transactions | 37 | ||
| Stock Ownership Guidelines | 37 | ||
| COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS | 38 | ||
| PROPOSAL 2 | ADVISORY VOTE ON | ||
| EXECUTIVE COMPENSATION | 38 | ||
| Compensation Discussion and Analysis | 39 | ||
| Executive Summary | 40 | ||
| Overview of Our Compensation Program | 42 | ||
| Compensation Philosophy and Oversight | 47 | ||
| Compensation Determinations for 2024 | 50 | ||
| Other Compensation and Governance Practices and Policies | 60 | ||
| Compensation Committee Report | 64 | |
|---|---|---|
| Executive Compensation Tables | 65 | |
| Severance Program | 71 | |
| CEO Pay Ratio | 74 | |
| Pay Versus Performance | 75 | |
| Securities Authorized for Issuance Under Equity Compensation Plans | 79 | |
| Security Ownership of Certain Beneficial Owners and Management | 80 | |
| Delinquent Section 16(a) Reports | 81 | |
| AUDIT MATTERS | 82 | |
| PROPOSAL 3 | RATIFICATION OF SELECTION OF | |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 82 | |
| Audit Committee Report | 83 | |
| Independent Auditor Fees and Other Matters | 84 | |
| QUESTIONS & ANSWERS | 85 | |
| ADDITIONAL INFORMATION | 89 | |
| Proposals of Stockholders | 89 | |
| Proxy Access | 89 | |
| Householding of Annual Meeting Materials | 90 | |
| APPENDIX A | A-1 | |
| Definitions, Reconciliations to Measures under GAAP and Calculation of Defined Measures | A-1 | |
| Reconciliations to Historical Results | A-3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.