AMERICAN TOWER CORP /MA/
For the period ended May 20, 2026. Filed Apr 8, 2026.
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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 20, 2026 · Filed Apr 8, 2026
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 39 |
| PROPOSAL 3AUDIT: Ratification of Selection of Independent Registered Public Accounting Firm Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. | FORPage 80 |
| PROPOSAL 4EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive PlanApprove the American Tower Corporation 2026 Equity Incentive Plan. | FORPage 83 |
Our Director Nominees
PROPOSAL 1DIRECTORS: Election of Directors
The Board recommends you vote FOR each nominee.
Our Director Nominees
With the exception of Mr. Robert D. Hormats, each incumbent Director is standing for re-election at our 2026 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*, 55President and Chief Executive Officer (CEO),American Tower CorporationDirector Since: 2024Other Public Company Boards:Ameren CorporationCommittee Memberships:None
RAJESH KALATHUR, 57 Former President, John Deere Financial, and former Chief Information Officer, Deere & CompanyDirector Since: 2025Other Public Company Boards:NoneCommittee Memberships:
PAMELA D. A. REEVE, 76 Chairperson of the BoardFormer President and CEO, Lightbridge, Inc.Director Since: 2002Other Public Company Boards:NoneCommittee Memberships:
KELLY C. CHAMBLISS, 55 Former Global Chief Operating Officer, IBM ConsultingDirector Since: 2022 Other Public Company Boards:NoneCommittee Memberships:
GRACE D. LIEBLEIN, 65 Former Vice President, Global Quality, General MotorsDirector Since: 2017Other Public Company Boards:Honeywell International Inc.Committee Memberships:
EUGENE F. REILLY, 65 Former Vice Chairman, Prologis, Inc.Director Since: 2025Other Public Company Boards:NoneCommittee Memberships:
TERESA H. CLARKE, 63 Chair and Executive Editor,Africa.com LLCDirector Since: 2021Other Public Company Boards:Arthur J. Gallagher & Co.Committee Memberships:
CRAIG MACNAB, 70 Former CEO and Chairman,National Retail Properties, Inc.Director Since: 2014Other Public Company Boards:Independence Realty Trust, Inc.VICI Properties, Inc.Committee Memberships:
BRUCE L. TANNER, 67 Former Executive Vice President (EVP) and Chief Financial Officer (CFO), Lockheed Martin CorporationDirector Since: 2019Other Public Company Boards:Truist Financial CorporationCommittee Memberships:
KENNETH R. FRANK, 58 Partner, Banneker PartnersDirector Since: 2021Other Public Company Boards:NoneCommittee Memberships:
NEVILLE R. RAY, 63 Former President of Technology, T-Mobile US, Inc.Director Since: 2024Other Public Company Boards:Ziff Davis, Inc.Committee Memberships:
A AuditC Compensation and Human CapitalN Nominating and Corporate Governance Member Chair Audit Committee Financial Expert Independent* Sole Management Director Nominee
| 11 out of 11Executive Leadership | 7 out of 11Wireless Industry and/or REIT | 9 out of 11Public Company Board |
| 8 out of 11Investment/Capital Allocation | 11 out of 11Operational and Management | 11 out of 11Risk Management |
| 11 out of 11Strategy | 9 out of 11Finance/Accounting | 6 out of 11Cybersecurity/Information Systems |
| 5 out of 11Thought Leadership and/or Government and Public Policy | 11 out of 11International/Global Operations | 3 out of 11Sustainability (including Human Capital Management, Climate Risk and Related Governance) |
Board Profile
Independence
Age
Tenure
Board Attendance and Engagement
| Director attendance at the four regular 2025 quarterly Board meetings: | Director attendance at the 2025 Annual Meeting of Stockholders (2025 Annual Meeting): | Director attendance at the four regular 2025 quarterly committee meetings: |
|---|---|---|
| 100% | 100% | 96% |
| 6 new independent Directors have been added to the Board since 2021.2 new independent Directors added in 2025 – Rajesh Kalathur and Eugene F. Reilly. | ||
| Skills of Newly Added Directors | ||
| Investment/Capital Allocation | Strategy | |
| Cybersecurity/Information Systems | Wireless Industry and/or REIT | |
| 6 independent Directors have left the Board since 2021.(1) | ||
| (1)Including Mr. Hormats, who will not be standing for re-election at the Annual Meeting. | ||
Board Committee Refreshment Over the Past Two Years
| 2024 Committee Changes | 2025 Committee Changes | |
|---|---|---|
| Audit •Mr. Tanner replaced former Director, JoAnn Reed, as ChairCompensation and Human Capital•Ms. Lieblein replaced Mr. Macnab as Chair•Mr. Ray appointed to serve (joined the Board in 2024)Nominating and Corporate Governance•Mr. Frank replaced Mr. Hormats as ChairAll new committee chairs were previously members of the committees on which they were appointed Chair. | Audit •Mr. Kalathur appointed to serve (joined the Board in 2025)•Mr. Macnab appointed to serve•Ms. Clarke rotated offCompensation and Human Capital•Mr. Reilly appointed to serve (joined the Board in 2025)•Mr. Macnab rotated offNominating and Corporate Governance•Ms. Clarke appointed to serve |
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 | FORPage 39 |
| The Board recommends you vote FOR this proposal. |
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 94% of votes cast in favor of our executive compensation program at our 2025 Annual Meeting.
| FOR THE PAST 3 YEARS,we received an average stockholder approval rate of | |
| nearly 96% | in support of our executive compensation program. |
|---|
Framework of 2025 Compensation
| CEO Target Compensation | Average of Other Named Executive Officers (NEOs) Target Compensation |
|---|
Executive Pay Structure
Executive Pay Structure
| OVERVIEW | 2025 HIGHLIGHTS | ||
|---|---|---|---|
| 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 and Human Capital Committee (Compensation Committee) and determined annually. | •Based on a review of competitive market data, the Compensation Committee determined not to increase the salaries of the executives for 2025, with the exception of Mr. Noel due to his new role as Executive Vice President and Chief Operating Officer (effective January 13, 2025) and increased responsibility.•See page 51 for more information. | ||
| 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. | •In 2025, our NEOs received 114% of their target incentive award based on performance against these goals.•The Compensation Committee did not exercise discretion in determining final incentive award amounts following achievement of the Company financial and individual performance goals.•See page 52 for more information. | ||
| Target annual performance incentive award for all NEOs: | |||
| 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. | •In 2025, our NEOs earned 157% of their 2023 PSUs based on achievement of cumulative Attributable AFFO per Share of $31.17 and average ROIC of 9.3%.•See page 55 for more information. | ||
| 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 | ||
| PSU PERFORMANCE METRICS | 2026 UPDATE | ||
| For grants made in March 2025, 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 Share30% based on average ROIC20% based on relative total shareholder return (TSR)(1) | The Compensation Committee updated the performance weighting for PSU grants made beginning in March 2026 as follows:40% based on cumulative Attributable AFFO per Share30% based on average ROIC30% based on relative TSR | ||
| RSU VestingFor 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 40. | |||
(1)For a description of how this metric is determined, see “Compensation Determinations for 2025” beginning on page 51.
PROPOSAL 3 AUDIT: Ratification of Selection of Independent Registered Public Accounting Firm
PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan
| PROPOSAL 3AUDIT: Ratification of Selection of Independent Registered Public Accounting Firm | FORPage 80 |
| 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 2026. 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. |
| PROPOSAL 4EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan | FORPage 83 |
| The Board recommends you vote FOR this proposal.Our Board recommends a vote FOR the American Tower Corporation 2026 Equity Incentive Plan (the 2026 Equity Plan). The 2026 Equity Plan is intended to replace the American Tower Corporation 2007 Equity Incentive Plan, as amended, and will continue to align interests of employees and non-employee Directors of the Company and its subsidiaries with the Company’s stockholders. |
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