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
Contents
PROXY STATEMENT SUMMARY
The following pages provide a summary of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before submitting your vote.
Proposals to be Voted On and Our Board’s Recommendations
| PROPOSAL 1DIRECTORS: Election of DirectorsElect each of the 11 Directors for the ensuing year and until his or her successor is elected and qualified. | FOR each nomineePage 8 |
| PROPOSAL 2COMPENSATION: Advisory Vote on Executive CompensationApprove, on an advisory basis, our executive compensation. | FORPage 38 |
| PROPOSAL 3AUDIT: Ratification of Independent AccountantRatify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. | FORPage 82 |
Our Director Nominees
| PROPOSAL 1DIRECTORS: Election of Directors | |
| The Board recommends you vote FOR each nominee. | See Page 8 |
Our Director Nominees
With the exception of Ms. JoAnn A. Reed, each incumbent Director is standing for re-election at our 2025 Annual Meeting of Stockholders (the Annual Meeting). You are being asked to vote on the election of 11 Directors, all of whom were recommended for nomination to the Board of Directors (Board) by the Nominating and Corporate Governance Committee (Nominating Committee). All Directors are elected annually by a majority of votes cast. Detailed information about each Director’s background, skill set and areas of expertise can be found beginning on page 10.
| STEVEN O. VONDRAN*, 54President and Chief Executive Officer (CEO),American Tower CorporationDirector Since: 2024Other Public Company Boards:Ameren CorporationCommittee Memberships:None | KELLY C. CHAMBLISS, 54 Senior Vice President, IBM ConsultingDirector Since: 2022 Other Public Company Boards:NoneCommittee Memberships: | TERESA H. CLARKE, 62 Chair, Africa.com LLCDirector Since: 2021Other Public Company Boards:Arthur J. Gallagher & Co.Committee Memberships: | KENNETH R. FRANK, 57 Partner, Banneker PartnersDirector Since: 2021Other Public Company Boards:NoneCommittee Memberships: |
|---|---|---|---|
| ROBERT D. HORMATS, 81 Former Managing Director, Tiedemann Advisors, and former Vice Chairman, Goldman Sachs (International)Director Since: 2015Other Public Company Boards:NoneCommittee Memberships: | Rajesh Kalathur, 56 President, John Deere Financial, and Chief Information Officer, Deere & CompanyDirector Since: 2025Other Public Company Boards:NoneCommittee Memberships: | GRACE D. LIEBLEIN, 64 Former VP, Global Quality, General MotorsDirector Since: 2017Other Public Company Boards:Honeywell International, Inc.Committee Memberships: | CRAIG MACNAB, 69 Former CEO and Chairman,National Retail Properties, Inc.Director Since: 2014Other Public Company Boards:Independence Realty Trust, Inc.VICI Properties, Inc.Committee Memberships: |
| A Audit C Compensation N Nominating Member Chair Audit Committee Financial Expert Independent* Sole Management Director Nominee | |||
| NEVILLE R. RAY, 62 Former President of Technology, T-Mobile US, Inc.Director Since: 2024Other Public Company Boards:Ziff Davis, Inc.Committee Memberships: | PAMELA D. A. REEVE, 75 Chairperson of the BoardFormer President and CEO, Lightbridge, Inc.Director Since: 2002Other Public Company Boards:NoneCommittee Memberships: | BRUCE L. TANNER, 66 Former EVP and CFO, Lockheed Martin CorporationDirector Since: 2019Other Public Company Boards:Truist Financial CorporationCommittee Memberships: | |
Board Composition
Board Composition
| Skills and Qualifications | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Executive Leadership · l · l · l · l · l · l · l · l · l · l · l | |||||||||||
| Investment/Capital Allocation · l · l · l · l · l · l · l · l | |||||||||||
| Strategy · l · l · l · l · l · l · l · l · l · l · l | |||||||||||
| Thought Leadership and/or Government and Public Policy · l · l · l · l · l · l | |||||||||||
| Wireless Industry and/or REIT · l · l · l · l · l · l | |||||||||||
| Operational and Management · l · l · l · l · l · l · l · l · l · l · l | |||||||||||
| Finance/Accounting · l · l · l · l · l · l · l · l | |||||||||||
| International/Global Operations · l · l · l · l · l · l · l · l · l · l · l | |||||||||||
| Public Company Board · l · l · l · l · l · l · l · l | |||||||||||
| Risk Management · l · l · l · l · l · l · l · l · l · l · l | |||||||||||
| Cybersecurity/Information Systems · l · l · l · l · l · l | |||||||||||
| Sustainability (including Human Capital Management, Climate Risk and Related Governance) · l · l · l | |||||||||||
| Demographic Background | |||||||||||
| Age (as of April 2, 2025) | 54 | 54 | 62 | 57 | 81 | 56 | 64 | 69 | 62 | 75 | 66 |
| Gender | M | F | F | M | M | M | F | M | M | F | M |
| Race/Ethnicity | |||||||||||
| African American or Black | l | l | |||||||||
| Alaskan Native or Native American | |||||||||||
| Asian | l | ||||||||||
| Hispanic or Latinx | l | ||||||||||
| Native Hawaiian or Pacific Islander | |||||||||||
| White | l | l | l | l | l | l | l | l | |||
| Board Tenure | |||||||||||
| Years | 1 | 3 | 3 | 4 | 9 | 0 | 7 | 10 | 1 | 23 | 5 |
Our Board consists of individuals with varied and complementary business, leadership and financial expertise. Most of our Directors have leadership experience at major U.S. and multinational companies, as well as experience on the boards of other companies and organizations, which provides an understanding of different business processes, challenges and strategies. In addition, many of our Directors have industry and public policy experience, which provides insight into issues faced by public companies.
Independence
Age
Tenure
| Board Changes in the Past 5 Years | ||
|---|---|---|
| 5 new independent Directorshave been added to the Board since 2021 | 5 independent Directors(1)have left the Board since 2021 | |
| Skills of Newly Added Directors | ||
| Investment/Capital Allocation | Strategy | |
| Cybersecurity/Information Systems | Wireless Industry and/or REIT | |
(1)Including Ms. Reed, who will not be standing for re-election at this year's Annual Meeting.
Corporate Governance Best Practices
| No Stockholder Rights Plans | Independent Chairperson | Proxy Access (3%, 3 years, 25% of Board) | No Supermajority Voting Provisions | |
| Stockholders’ Right to Act by Written Consent | All Directors Except One Management Director Are Independent | v | Stockholder Ability to Call Special Meetings (25% Ownership Threshold) |
Executive Compensation Philosophy
| PROPOSAL 2COMPENSATION: Advisory Vote on Executive Compensation | |
| The Board recommends you vote FOR this proposal. | See Page 38 |
Executive Compensation Philosophy
| We Reward Based On | Key Features |
|---|---|
| •Company annual and three-year performance relative to pre-established financial goals;•Company annual financial performance relative to that of competitor and peer group companies;•Successful completion of key near-term goals and strategic objectives, while positioning the Company to generate attractive long-term return for stockholders; and•Other relevant considerations, such as retaining executives with above-average performance and proven leadership ability. | •Equity awards weighted toward long-term performance-based metrics;•Reasonable retirement and welfare benefits, and no pension arrangements;•Clawback Policy;•Stock ownership guidelines;•Anti-Insider Trading Policy, including prohibition on hedging and pledging;•Double-trigger equity vesting and no tax gross-ups in the event of a change of control;•Use of an independent compensation consultant; and•Regular risk assessment of compensation programs. |
Say on Pay
Our stockholders have historically approved our say on pay proposal at a high rate, with over 96% of votes cast in favor of our executive compensation program at our 2024 Annual Meeting of Stockholders (2024 Annual Meeting).
| FOR THE PAST 3 YEARS,we received an average stockholder approval rate of | |
| over 96% | in support of our executive compensation program. |
|---|
Framework of 2024 Compensation
| CEO Target Compensation | Average of Other Named Executive Officers (NEOs) Target Compensation |
|---|
Executive Pay Structure
Executive Pay Structure
| OVERVIEW | |||
|---|---|---|---|
| Annual Base Salary | |||
| American Tower provides a competitive level of compensation to its executive officers to attract and retain highly qualified executive talent and reward sustained performance over time. Base salary is reviewed by the Compensation Committee and determined annually. | |||
| Annual Performance Incentive Program | |||
| American Tower provides an at-risk, variable cash pay opportunity for performance over one year to motivate its executive officers to achieve or exceed annual goals within appropriate risk parameters. | |||
| Target annual performance incentive award for all NEOs:(1) | |||
| tied to achieving pre-established Company financial goals | tied to achieving pre-established individual performance goals | ||
| Long-Term Incentive Program | |||
| American Tower provides a long-term, equity-based pay opportunity for sustained operating performance to focus its executive officers on creating long-term stockholder value. | |||
| Target grant award values for the CEO: | Target grant award values for the other NEOs: | ||
| allocated to performance-based restricted stock units (PSUs) | allocated to PSUs | ||
| allocated to time-based restricted stock units (RSUs) | allocated to RSUs | ||
| Updates to Our 2024 Compensation ProgramAs further discussed on page 41, in response to stockholder feedback regarding enhancements we could make to our compensation programs and to better align with market practice, we revised our long-term incentive award program to include relative Total Shareholder Return (TSR) as a core performance measure in our PSUs. | |||
| For grants made in March 2024, the number of PSUs earned is based on achieving pre-established performance goals for a three-year performance period:50% based on cumulative Attributable AFFO per Share(2)30% based on average ROIC(2)20% based on relative TSRThe actual payout is based on performance levels against these goals: | |||
| For grants made prior to March 10, 2023, each RSU grant vested 25% annually over four years, commencing one year from the date of grant. Beginning with grants made on March 10, 2023, each RSU grant for all of our employees, including our NEOs, vests 1/3rd annually over three years, commencing one year from the grant date. See “Compensation Discussion and Analysis” beginning on page 39. | |||
(1)As further discussed in the Compensation Discussion and Analysis section, due to the ATC TIPL Transaction, Mr. Goel's annual bonus opportunity was primarily tied to closing the transaction and results in the Asia-Pacific (APAC) property segment.
(2)Attributable AFFO per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
PROPOSAL 3
AUDIT: Ratification of Independent Accountant
| PROPOSAL 3AUDIT: Ratification of Independent Accountant | |
| The Board recommends you vote FOR this proposal.Our Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2025. The Audit Committee considered several factors in re-engaging the firm, including its industry knowledge, independence controls and objectivity. The Audit Committee has determined that the retention continues to be in the best interests of American Tower and its stockholders. | See Page 82 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.