UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
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the Securities Exchange Act of 1934 (Amendment No. )
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ATN International, Inc.
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(3)
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NOTICE OF 20182021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 12, 201810, 2021
April 30, 2018
29, 2021
Dear Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders to be held at ATN's headquarterATN’s headquarters location, 500 Cummings Center, Suite 2450, Beverly, MA 01915 on Tuesday,Thursday, June 12, 201810, 2021 at 9:00 a.m. ET (the “Annual Meeting”). Any stockholder who would like to attend the Annual Meeting will be asked to comply with any COVID-19 related health and safety precautions then mandated by the Commonwealth of Massachusetts or the Company, such as wearing an appropriate mask or facial covering, physical distancing, and any applicable quarantine requirements or recommendations for travelers from outside Massachusetts. The Annual Meeting is scheduled to be held for the following purposes:
1.
To elect eightseven directors to hold office until the next annual meeting of stockholders andor until their respective successors are elected and qualified;
2.
2.
To ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2018;2021; and
3.
3.
To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.
Stockholders of record at the close of business on April 20, 201816, 2021 are entitled to notice of, and to vote at, the Annual Meeting. During the ten days prior to the Annual Meeting, a list of such stockholders will be available for inspection during our ordinary business hours at our office at the address above.
Whether or not you expect to attend the meeting, please cast your vote via the internet,Internet, telephone or mail to ensure that your shares are represented at the Annual Meeting. If you attend the meeting and vote in person, your proxy will not be used.
By order of the Board of Directors,
Mary M. Mabey
SecretarySecretary
Secretary
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PROXY STATEMENT
FOR THE20182021 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE12, 201810, 2021
FOR THE
TO BE HELD ON JUNE
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ATN International, Inc., a Delaware corporation (the “Company,” “we,” “us,” and “our”), for use at the 20182021 Annual Meeting of Stockholders to be held on June 12, 2018,10, 2021, at 9:00 a.m. ET (the “Annual Meeting”), or any adjournments or postponements thereof.
We are mailing this Proxy Statement together with our Annual Letter to Stockholders, our Annual Report on Form 10-K for the year ended December 31, 20172020 (excluding exhibits) and a proxy card or voting instruction for the Annual Meeting on or about April 30, 2018.
29, 2021.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 12, 2018:10, 2021: This Proxy Statement and our 20172020 Annual Report on Form 10-K are available at http://ir.atni.com/financials.cfm.
This document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
Who Can Vote
Only stockholders of record at the close of business on April 20, 201816, 2021 are entitled to vote at the Annual Meeting. On that date, 15,974,80015,920,141 shares of common stock, par value $.01$0.01 per share, were outstanding, with each share entitled to one vote. If your shares are registered with our transfer agent directly in your name, with our transfer agent, you are considered the stockholder of record with respect to those shares. If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the beneficial owner of those shares. As a beneficial owner, you may direct your broker or other holder of record on how to vote your owned shares by following their instructions.
You may vote your shares held of record either by attending the meeting and voting in person or voting by proxy. To vote in person, you must attend the Annual Meeting and cast your vote. You do not need to register in advance to attend the Annual Meeting. If you choose to vote by proxy, you must complete, sign and date the enclosed proxy card and return it in the enclosed postage prepaid envelope. No postage is necessary if the proxy card is mailed in the United States. You may also vote your shares by following the "Vote“Vote by Internet"Internet” or "Vote“Vote by Phone"Phone” instructions on the enclosed proxy card. Telephone and Internet facilities for stockholders of record will be available 24 hours a day from the date of mailing through 11:59 p.m. EDTET on June 11, 2018.9, 2021. If your proxy card or vote is received in time for voting and not revoked, your shares will be voted at the Annual Meeting in accordance with your instructions. If no instructions are indicated on your proxy card, the shares represented by the proxy card will be voted by the proxy holders as follows:
•
FOR the election of the director nominees named herein;
•
•
FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor; and
•
•
in accordance with the judgment of the proxy holders named on the proxy card as to any other matter that is properly brought before the Annual Meeting, or any adjournments or postponements thereof.
If you hold your shares through a bank, broker or other nominee, theythe bank, broker or other nominee will give you separate instructions for voting your shares. Telephone and Internet voting will also be offered
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to stockholders owning shares through certain banks and brokers. You must make arrangements with your bank, broker bank or other nominee in advance of the Annual Meeting to vote your shares in person.
The holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, whether present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present at the Annual Meeting, the stockholders present may adjourn the Annual Meeting from time to time, without notice, other than by announcement at the meeting, until a quorum is present or represented. At any such adjournedsubsequent meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. Abstentions votes withheld and broker non-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting.
Proposal 1, the election of each director nominee, requires the affirmative vote of a majority of the votes cast and entitled to vote at the Annual Meeting regarding such director nominee'snominee’s election.
Proposal 2, Abstentions and broker non-votes are not considered votes cast for the ratificationforegoing purpose and will have no effect on the election of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2018, requires the affirmative vote of a majority of the shares present, or represented by proxy, at the Annual Meeting and entitled to vote on the matter.
We will not count shares that abstain from voting ("abstentions") on a particular matter as votes in favor of such matter. Similarly, we will not count broker non-votes as votes in favor of such matter.director nominees. A broker non-vote occurs when a bank, broker or other nominee cannot vote a customer'scustomer’s shares registered in the broker'sbank’s, broker’s or other nominee’s name because the customer did not send the broker instructions on how to vote on the matter and the bank, broker or nominee is prohibited by law or stock exchange regulations from exercising its discretionary voting authority in the particular matter. Accordingly, broker non-votesBanks, brokers and other nominees will not be entitled to vote a customer’s shares in their discretion on Proposal 1.
Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2021 requires the affirmative vote of a majority of the votes cast at the Annual Meeting regarding this matter. Abstentions are not considered votes cast for the foregoing purpose and will have no effect on the outcomeratification of voting on Proposal 1. Brokersour independent auditor for 2021. Banks, brokers and other nominees will be entitled to vote a customer'scustomer’s shares in their discretion on Proposal 2, so there will be no broker non-votes on that proposal. However, abstentions will be considered to be votes present and entitled to vote on Proposal 2, and they will have the effect of a vote against that proposal. Inspectors of election appointed by our Board will tabulate votes.
2.
A proxy may be revoked at any time before it is exercised by delivering a written revocation or a duly executed proxy card bearing a later date to ATN International, Inc., Attn: Secretary, 500 Cummings Center, Suite 2450, Beverly, MA 01915. A proxy may also be revoked by re-voting by Internet or by telephone as instructed above or by voting in person at the Annual Meeting. If you hold your shares through a bank, broker or other nominee, you must make arrangements with your bank, broker, bank or other nominee to revoke your proxy.
The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.
We
This solicitation is being made by us and as such, we will bear all costs of solicitation of proxies. In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail, facsimile and personal interviews. We will request brokers, banks, and other holders of record to forward proxy soliciting material to beneficial owners. We will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of the proxy materials. In addition, we will engage Broadridge Investor Communications Solutions, Inc. to assist
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in the distribution of proxy materials to banks, brokers, nominees and intermediaries at an estimated cost of approximately $14,500$20,000 for any such services, plus reasonable out-of-pocket expenses.
If you have questions about how to submit your proxy, or if you need additional copies of this Proxy Statement or the enclosed proxy card, please contact our proxy solicitor:
Broadridge Investor Communications Solutions, Inc.
BY INTERNET: www.proxyvote.com
BY TELEPHONE: 1-800-579-1639
BY E-MAIL: sendmaterial@proxyvote.com
BY INTERNET: www.proxyvote.com
BY TELEPHONE: 1-800-579-1639
BY E-MAIL: sendmaterial@proxyvote.com
If you have questions about attending the meeting in person or require directions, please contact us at the following address or telephone number:
ATN International, Inc.
Attn: Investor Relations
500 Cummings Center
Suite 2450
Beverly, MA 01915
(978) 619-1300
Attn: Investor Relations
500 Cummings Center
Suite 2450
Beverly, MA 01915
(978) 619-1300
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to us as of April 20, 201816, 2021 (unless otherwise indicated in the footnotes to this table) with respect to the shares of our common stock that were beneficially owned as of such date by:
•
each of our current directors and each of the nominees seeking election as director;
•
each of our named executive officers as listed in the Summary Compensation Table herein;
•
all of our current directors and executive officers as a group; and
•
each person (including any partnership, syndicate or other group) known to us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
•each of our current directors and each of the nominees seeking election as director;
•our principal executive officer and our principal financial officer during the fiscal year ended December 31, 2017, and the three other most highly compensated executive officers who were serving as executive officers on December 31, 2017, whom we refer to collectively as our named executive officers; and
•all of our current directors and executive officers as a group.
stock.
The number of shares beneficially owned by each person listed below includes any shares that the person has a right to acquire on or before June 19, 201815, 2021 by exercising stock options or other rights to acquire shares. For each person listed below, the percentage set forth under "Percent“Percent of Class"Class” was calculated based on 15,974,80015,920,141 shares of common stock outstanding on April 20, 2018,16, 2021, plus any shares that person could acquire upon the exercise of any other rights exercisable on or before June 19, 2018.15, 2021. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to the shares shown as beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o ATN International, Inc., 500 Cummings Center, Suite 2450, Beverly, MA 01915.
| Beneficial Owners | | | Shares Beneficially Owned | | |||||||||
| | Number | | | Percent of Class | | ||||||||
| Directors, Director Nominees, Named Executive Officers: | | | | | | | | | | | | | |
| Michael T. Prior(1) | | | | | 542,803 | | | | | | 3.41% | | |
| Bernard J. Bulkin | | | | | 9,174 | | | | | | * | | |
| James S. Eisenstein | | | | | 3,397 | | | | | | * | | |
| Richard J. Ganong | | | | | 5,964 | | | | | | * | | |
| John C. Kennedy | | | | | 5,964 | | | | | | * | | |
| Pamela F. Lenehan | | | | | 2,043 | | | | | | * | | |
| Liane J. Pelletier | | | | | 15,231 | | | | | | * | | |
| Charles J. Roesslein(2) | | | | | 13,226 | | | | | | * | | |
| Justin D. Benincasa(3) | | | | | 37,695 | | | | | | * | | |
| William F. Kreisher(4) | | | | | 39,565 | | | | | | * | | |
| Brad W. Martin | | | | | 5,116 | | | | | | * | | |
| Mary M. Mabey(5) | | | | | 5,560 | | | | | | * | | |
| All Current Directors and Executive Officers as a group (12 persons)(6) | | | | | 685,738 | | | | | | 4.31% | | |
| 5% Stockholders: | | | | | | | | | | | | | |
| Cornelius B. Prior, Jr.(7) | | | | | 4,218,162 | | | | | | 26.40% | | |
| BlackRock, Inc.(8) | | | | | 1,774,885 | | | | | | 11.20% | | |
| Dimensional Fund Advisors LP(9) | | | | | 1,283,410 | | | | | | 8.10% | | |
The Vanguard Group(10) | | | | | 1,124,007 | | | | | | 7.07% | | |
| | Shares Beneficially Owned | ||||||
|---|---|---|---|---|---|---|---|
Beneficial Owners | Number | Percent of Class | |||||
Directors, Director Nominees and Named Executive Officers: | |||||||
Cornelius B. Prior, Jr.(1) | 4,379,330 | 27.41 | % | ||||
Martin L. Budd(2) | 6,689 | * | |||||
Bernard J. Bulkin | 3,210 | * | |||||
Michael T. Flynn | 10,878 | * | |||||
Charles J. Roesslein(3) | 7,262 | * | |||||
Liane J. Pelletier | 9,267 | * | |||||
Michael T. Prior(4) | 638,594 | 4.00 | % | ||||
John C. Kennedy(5) | 0 | 0 | % | ||||
Richard J. Ganong(6) | 0 | 0 | % | ||||
Justin D. Benincasa(7) | 98,151 | * | |||||
William F. Kreisher(8) | 80,337 | * | |||||
Leonard Q. Slap(9) | 16,930 | * | |||||
Barry C. Fougere(10) | 11,186 | * | |||||
Other 5% Stockholders: | |||||||
BlackRock, Inc.(11) | 1,652,851 | 10.35 | % | ||||
The Vanguard Group(12) | 1,324,754 | 8.29 | % | ||||
Dimensional Fund Advisors LP(13) | 1,112,704 | 5.32 | % | ||||
All Current Directors, Director Nominees and Executive Officers as a group (13 persons)(14) | 5,239,722 | 32.80 | % | ||||
*
*- Less than 1%.
(1)
(1)
Includes 500 shares owned by Gertrude Prior, Mr. Cornelius B. Prior, Jr.'s wife; 34,000 shares owned by the Katherine D. Prior Revocable Trust; and 8,227 shares held by Tropical Aircraft Co., a company in which Mr. Prior owns approximately 90% of the equity. Mr. C.B. Prior, Jr. disclaims beneficial
ownership of the shares owned by his wife and the Katherine D. Prior Trust, of which Mr. Prior serves as trustee. His address is P.O. Box 12030, St. Thomas, U.S. Virgin Islands 00801-5030. Excludes 392,776 shares owned by the Prior Family Foundation, a charitable trust for which Mr. C.B. Prior, Jr.'s wife serves as trustee. Mr. Prior currently has approximately 684,907 shares pledged as collateral for outstanding loans and 500,550 shares held in a brokerage margin account. There are currently no outstanding margin loans in this account.
(2)Includes 353 shares held by Mr. Budd's spouse.(3)All shares are owned jointly with Mr. Roesslein's spouse.(4)Includes 323,078390,033 shares owned by the Michael T. Prior 2013 Trust and146,647128,847 shares owned by the Lauren T. Prior 2013 Trust, for each of which Mr. Prior serves astrustee; 32,625 shares of restricted stock (5,250 of which vest on March 17, 2019; 10,950 of which vest ratably on March 9, 2019 and 2020; 16,425 of which vest ratably on March 8, 2019, 2020 and 2021); 25,800 shares of restricted stock units of which vest ratably on March 7, 2019, 2020, 2021 and 2022; and 62,500 shares issuable on or before June 19, 2018, upon exercise of outstanding options.trustee. Also includes9,3418,041 shares held by the RP 2014 Trust,9,4417,741 shares held by the WP 2015 Trust and9,8418,141 shares heldinby thename of Mr. Prior's minor child.JP 2018 Trust. Mr. Prior serves as trusteeoffor each trustand custodian for his minor childand disclaims beneficial ownership of all shares held by thetrusts and his child.trusts.
4
(5)
(2)
All shares are jointly owned with Mr. Kennedy is a nominee for our Board of Directors.Roesslein’s spouse.
(3)
(6)Mr. Ganong is a nominee for our Board of Directors.
(7)
Includes 55,34737,695 shares owned by the Justin D. Benincasa Revocable Trust, for which Mr. Benincasa serves as trustee; 12,275 shares of restricted stock (2,275 of which vest on March 17, 2019; 4,000 of which vest ratably on March 9, 2019 and 2020; 6,000 of which vest ratably on March 8, 2019, 2020 and 2021); 10,000 shares of restricted stock units of which vest ratably on March 7, 2019, 2020, 2021 and 2022; and 42,821 shares issuable on or before June 19, 2018, upon exercise of outstanding options.trustee.
(4)
(8)
Includes 27,73739,565 shares held jointly with Mr. Kreisher's spouse; 8,100 shares of restricted stock (1,475 of which vest on March 17, 2019; 2,650 of which vest ratably on March 9, 2019 and 2020; 3,975 of which vest ratably on March 8, 2019, 2020 and 2021); 6,500 shares of restricted stock units of which vest ratably on March 7, 2019, 2020, 2021 and 2022; and 38,000 shares issuable on or before June 19, 2018, upon exercise of outstanding options.Kreisher’s spouse.
(5)
(9)Consists of 16,930
Includes 5,560 shares held jointly with Mr. Slap'sMs. Mabey’s spouse. Mr. Slap departed from his position as Senior Vice President and General Counsel, effective March 16, 2018.
(6)
See footnotes (1) through (5).
(7)
(10)Mr. Fougere departed from his position as Executive Vice President, Business Operations, effective April 13, 2018.
(11)
Based on information contained in this holder's Schedule 13G/Aholder’s Form 4 filed with the Securities and Exchange Commission ("SEC"(“SEC”) on April 15, 2021. Mr. C.B. Prior has sole voting and dispositive power with respect to 4,217,662 shares and shared voting and dispositive power with respect to 500 shares. The business address for Mr. C.B. Prior is 5521 Curacao Gade, St. Thomas, Virgin Islands 00802.
(8)
Based on information contained in this holder’s schedule 13G/A filed with the SEC on January 17, 2018, Blackrock,27, 2021, BlackRock, Inc. ("Blackrock"(“Blackrock”) has sole voting power with respect to 1,625,4271,747,954 shares and sole dispositive power with respect to 1,652,8511,774,885 shares. The address of Blackrock is 55 East 52nd Street;52nd Street, New York, NYNew York 10055.
(9)
(12)
Based on information contained in this holder's Scheduleholder’s schedule 13G/A filed with the SEC on February 7, 2018. The Vanguard Group ("Vanguard"12, 2021, Dimensional Fund Advisors LP (“Dimensional”) has sole voting power with respect to 12,104 shares, sole dispositive power with respect to 1,313,215 shares and shared dispositive power with respect to 11,539 shares. Includes 10,968 shares beneficially owned by Vanguard's wholly-owned subsidiary Vanguard Fiduciary Trust Company ("VFTC") as a result of VFTC's serving as investment manager of collective trust accounts and 1,707 shares beneficially owned by Vanguard's wholly-owned subsidiary Vanguard Investments Australia, Ltd. ("VIA") as a result of VIA's serving as investment manager of Australian investment offerings. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(13)Based on information contained in this holder's Schedule 13G/A filed with the SEC on February 9, 2018, Dimensional Fund Advisors LP ("Dimensional") has sole voting power with respect to 1,062,8241,237,853 shares and sole dispositive power with respect to1,112,7041,283,410 shares. The address of Dimensional is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
(10)
(14)See footnotes (1) through (10).
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file
Based on information contained in this holder’s schedule 13G/A filed with the SEC reportson February 10, 2021, The Vanguard Group (“Vanguard”) does not have sole voting power with respect to any shares, shared voting power with respect to 11,934 shares, sole dispositive power with respect to 1,103,232 shares and shared dispositive power with respect to 20,775 shares. The address of their initial ownership and of changes in ownership of our common stock and provide us with copies of those reports. To our knowledge, based solely on review of the copies of such forms furnished to us and written representations from our executive officers and directors, for the fiscal year ended December 31, 2017, all Section 16(a) reports applicable to our executive officers, directors and 10% stockholders were timely filed except as described below.
A late Form 4 for each of Messrs. Prior, Benincasa, Fougere, Kreisher and Slap was filed on March 16, 2017, each reporting one transaction.
5
PROPOSAL 1: ELECTION OF DIRECTORS
Stockholders are being asked to elect the following eightseven members to our Board of Directors to hold office until our next annual meeting of stockholders andor until their respective successors are elected and qualified, subject to their earlier retirement, resignation or removal:
Martin L. Budd
Bernard J. Bulkin
Michael T. FlynnJames S. Eisenstein
Richard J. Ganong
John C. Kennedy
Pamela F. Lenehan
Liane J. Pelletier
Michael T. Prior
Charles J. Roesslein
Richard J. Ganong
John C. Kennedy
Pamela F. Lenehan
Liane J. Pelletier
Michael T. Prior
Each nominee has consented to his or her nomination and is expected to stand for election. However, if any nominee is unable or unwilling to serve, proxies will be voted for a replacement candidate nominated by our Board. Biographical information for each of the nominees is set forth below under "Director“Director and Nominee Experience and Qualifications."
” Mr. Charles J. Roesslein will not stand for re-election at the Annual Meeting, and, accordingly, will cease to serve as a director following the Annual Meeting. The Board thanks him for his years of service.
Each director nominee must be elected by an affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote regardingon such director nominee'snominee’s election. Abstentions and broker non-votes will not be treated as votes cast and, therefore, will not affect the outcome of the elections.
If a director nominee does not receive a majority of the votes cast regarding his or her election, such nominee wouldwill be required to submit an irrevocable resignation to the Nominating and Corporate Governance Committee of the Board, and the committee wouldwill then make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board wouldwill then act on the resignation, taking into account the committee'scommittee’s recommendation, and we will publicly disclose (by filing an appropriate disclosure with the SEC) itsthe Board’s decision regarding the resignation within 90 days following certification of the election results. The committee in making its recommendation, and the Board in making its decision, each may consider any factors and other information that they consider appropriate and relevant.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE ELECTION OF EACH OF THESE NOMINEES.
6
DIRECTOR AND NOMINEE EXPERIENCE AND QUALIFICATIONS
Set forth below is biographical information about the nominees for director, each of whom is currently a director, other than Messrs. Kennedy and Ganong.director. All of the current directors'directors’ present terms expire at the Annual Meeting.
Mr. Budd was selected to serve as a director on our Board because of his extensive background providing legal, regulatory and corporate governance advice to public companies.
Dr. Bernard J. Bulkin, 76, has been a director of ours since March 2016 and is a member of our Nominating and Corporate Governance Committee. Dr. Bulkin brings particular expertise in the field of renewable energy.India. He held several senior management roles throughout his approximately twenty- yeartwenty-year career at British Petroleum, including Director of the refining business, Vice President Environmental Affairs, and Chief Scientist. Dr. BulkinScientist, and left BP in 2003. He is currently a Director of Ludgate Investments Limited, K3SolarQLM Tech Ltd. (Chairman), IDSolar Power Ltd.VH-Global Sustainable Energy Opportunities Plc (Chairman), and Sustainable PowerARQ Ltd., and is a member of the FTSE Environmental Markets Advisory Committee. Dr. Bulkin has served on the boards of Severn Trent plc, Ludgate Investments Limited, HMN Colmworth Ltd., Chemrec AB and REAC Fuel AB, each a Swedish biofuel technology developer, and Ze-gen Corporation, a renewable energy company, and chaired the boards of two UK public companies: AEA Technology plc (from 2005 until 2009), and Pursuit Dynamics Plc (from 2011 until 2013). Dr. Bulkin served as Chair of the UK Office of Renewable Energy from 2010 until 2013, was a member of the FTSE Environmental Markets Advisory Committee (from 2010 until 2017) and has held several other UK government roles in sustainable energy and transport. He earned a B.S. in Chemistry from the Polytechnic Institute of Brooklyn and a Ph.D. in Physical Chemistry from Purdue University. Dr. Bulkin is a ProfessorialEmeritus Profêssorial Fellow at the University of Cambridge and is the author of Crash Course published in March 2015.(2015) and Solving Chemistry (2019). He was awarded the Honour of Officer of the Order of the British Empire (OBE) in the 2017 New Year Honours List.
Dr. Bulkin was selected to serve as a director on our Board because of his particular expertise in the field of renewable energy.
Michael T. Flynn, 69, has been a director of ours since June 2010 and is a member of our Audit and Compensation Committees. He is currently a director of Airspan Networks, Inc., a provider of wireless broadband equipment and CALIX, Inc., a manufacturer of broadband equipment. Mr. Flynn has forty years of experience in the telecommunications wireline and wireless businesses, and spent ten years as an officer at Alltel Corporation prior to his retirement in 2004. He also previously served as an officer of Southwestern Bell Telephone Co. and its parent SBC Communications from 1987 to 1994. Mr. Flynn has previously served on the board of directors of WebEx Communications, Inc., a provider of internet collaboration services, Equity Media Holding Corporation, an owner and operator of television stations throughout the United States, iLinc Communications, Inc., a provider of SaS web collaboration and GENBAND, a worldwide leader of next generation network systems. Mr. Flynn received a Bachelor of Science degree in Industrial Engineering from Texas A&M University and attended the Dartmouth Institute and the Harvard Graduate School of Business' Advanced Management Program.
Mr. Flynn was selected to serve as a director on our Board due to his lengthycorporate board experience and broad operatinghis particular expertise in the field of renewable energy.
James S. Eisenstein, 62, has been a director of ours since October 2019 and is a member of our Compensation Committee and our Nominating and Corporate Governance Committee. He is currently Chairman and Chief Executive Officer of Grupo TorreSur, a Latin American focused wireless tower company. Prior to co-founding Grupo TorreSur, Mr. Eisenstein was Chairman and Chief Executive Officer of Optasite Holding Company, Inc. from 2003 to 2008; Chief Executive Officer of Concourse Communications Group LLC in 2003 and Chief Operating Officer and, later, Chief Development Officer of American Tower Corporation from 1995 to 2003. Before co-founding American Tower, Mr. Eisenstein was a Partner and Chief Operating Officer of Amaturo Group, Ltd., the owner and operator of radio stations, from 1990 to 1995; was Deputy General Counsel of Home Shopping Network from 1988 to 1990; and an associate at Skadden, Arps, Slate, Meagher and Flom from 1986 to 1988 and at Vinson & Elkins from 1984 to 1986. He currently serves as a director of InterPrivate IV InfraTech Partners Inc. (NASDAQ: IPVIU), was Chairman of the Board of Directors at Eaton Towers, Ltd. until the end of 2019, at which time the company was sold, and was a member of the Board of Directors of CTI Towers, Inc. until the end of 2020, at which time the company was sold. He also served as a director of Nexamp, Inc. from 2011 to 2016. Mr. Eisenstein is a graduate of Georgetown University and holds an MBA from The Wharton School and a JD from the University of Pennsylvania Law School.
Mr. Eisenstein was selected to serve as a director on our Board due to his extensive management and transactional experience in the tower and telecommunications industry.
industries.
Richard J. Ganong, 54,57, has been nominated bya director of ours since June 2018 and is the Chair of our Board for election at the Annual Meeting.Compensation Committee. Mr. Ganong has more than 25 years of experience in the financial services industry with a focus on venture capital and hedge fund investing. He was a Partnerworked at the Tudor Investment Corporation, from 1993-2009, an internationally recognized diversified investment management firm, from 1993 to 2009, including as a Partner from 2000 to 2009, and was a founding General Partner of the Tudor Venture Group which managed a series of funds providing growth capital to private companies in various information technology industries. Mr. Ganong was the Senior Vice President of Development and Alumni Relations at Bowdoin College from 2014-20162014 to 2016 and most recently founded Five Pine Partners, where he focuses on advisingan investment and investing in emerging companies in the information technology, consumer and food sectors.advisory boutique. Mr. Ganong also is an emeritus member of the Board of Overseers at The Tuck School at Dartmouth. He is currently a member of the Board of Directors for The Maine Technology Institute, The Gulf of Maine Research Institute, and Wolfe's Neck Center for Agriculture and the Environment.a Director at Ethic Bank. Mr. Ganong holds a Bachelor of Arts from Bowdoin College and an MBA from the Tuck School at Dartmouth.
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Mr. Ganong was selected to serve as a director on our Board due to his extensive investment background and his corporate advisory experience.
John C. Kennedy, 53,56, has been nominated bya director of ours since June 2018 and is a member of our Board for election at the Annual Meeting.Nominating and Corporate Governance Committee. Mr. Kennedy is the founder and CEO of Platform Science, Inc., an emerging company in the connected vehicle and transportation technology space. Previously, he was the President of Qualcomm Enterprise Services and the President of Qualcomm’s Omnitracs Inc.business unit. Mr. Kennedy is a veteran of News Corp., where he served as Executive Vice President of Operations—Digital Media, from 2009 - 2012. From 2007 - 2008 he servedand as ExecutiveSenior Vice President of Strategy and Corporate Development at Fox Interactive Media and began his career at Fox as a Senior Vice President of Corporate Development at Fox Networks Group, where he was part of the joint Fox/NBC Universal team that created the joint venture now known as "Hulu"“Hulu”. His background includes multiple leadership and strategic roles with technology start-ups, including satellite broadband start-up Teledesic; pioneering online video site Load Media Network, where Mr. Kennedy served as Chief Executive Officer; Leap Wireless, and Wireless Facilities International. He began his business career as a venture capital associate with Idanta Partners. Jack retired as a Commander in the U.S. Navy Reserves in 2016, after serving as a founding team member of DiUX, the Department of Defense'sDefense’s recently established Silicon Valley presence. HePreviously, he served on the staff of U.S. Senator John McCain; the Aide de Camp to the vice chairman of the Joint Chiefs of Staff; and wasdeployed as a naval aviatorNaval Flight Officer in the first Gulf War. Mr. Kennedy holds a BS in Economics and Engineering from the United States Naval Academy and an MBA from the Harvard Business School, and was a Legis Fellow of the Brookings Institution.
Mr. Kennedy was selected to serve as a director on our Board due to his deep operating and investment background in telecommunications and technology.
Pamela F. Lenehan, 68, has been a director of ours since June 2020 and is a member of our Audit Committee. Ms. Lenehan spent more than 20 years in financial services. In June 2002, Ms. Lenehan founded Ridge Hill Consulting, LLC and has served as President since that time. Previously, she served as Chief Financial Officer of Convergent Networks, a high technology start-up and was Senior Vice President, Corporate Development and Treasurer of Oak Industries, a NYSE-listed manufacturer of telecommunications components. She also previously served as a Managing Director in Investment Banking for 14 years at Credit Suisse First Boston and started her career in corporate banking at Chase Manhattan Bank. Ms. Lenehan is also currently a director and Chair of the Audit Committee of New Residential Investment Corp. She is a director of the Center for Women & Enterprise and the National Association of Corporate Directors New England Chapter, and co-chair of the Boston Chapter of Women Corporate Directors. Ms. Lenehan previously served on the boards of Monotype Imaging, Civitas Solutions, American Superconductor, Spartech Corporation and Avid Technology. Ms. Lenehan has a B.A. in Mathematical Economics, Cum Laude and with Honors, and a M.A. in Economics from Brown University.
Ms. Lenehan was selected to serve as a director on our Board due to her broad financial, operating and board experience and her qualification as a financial expert.
Liane J. Pelletier, 60,63, has been a director of ours since June 2012 and is the ChairIndependent Lead Director of our Nominating and Corporate Governance CommitteeBoard of Directors and a member of our Compensation Committee. Ms. Pelletier has over twenty-five years of experience in the telecommunications industry. From October 2003 through April 2011, she served as the Chief Executive Officer and Chairman of Alaska Communications Systems, and prior to that time served as the former Senior Vice President of Corporate Strategy and Business Development for Sprint Corporation. Ms. Pelletier earned her M.S. in Management at the Sloan School of Business at the Massachusetts Institute of Technology and a B.A. in Economics, magna cum laude, from Wellesley College. Ms. Pelletier currently serves as Chairman of the Nominating and Corporate Governance Committee onand as a member of the Audit Committee of the Board of DirectorsExpeditors International; is a board member and member of Expeditors Internationalboth the Audit and as ChairmanCompensation Committees of Frontdoor, Inc.; and is a board member and member of the National AssociationNominating and Corporate Governance Committee of Corporate Directors ("NACD"), Northwest Chapter.Switch Inc. Ms. Pelletier is a NACD Board Leadership Fellow and has earned the CERT Certificate in Cybersecurity Oversight awarded byfrom the Software Engineering Institute of Carnegie Mellon University.Mellon.
Ms. Pelletier was selected to serve as a director on our Board due to her expertise in the telecommunications industry, her history as a chief executive officer and her experience in guiding and advising on business strategy.
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Michael T. Prior, 53,56, is the Chairman of the Board of Directors and has been our President and Chief Executive Officer since December 2005 and an officer of the Company since June 2003. He was elected to the Board in May 2008. Previous toBefore joining the Company, Mr. Prior was a partner with Q Advisors LLC, a Denver based investment banking and financial advisory firm focused on the technology and telecommunications sectors. Mr. Prior began his career as a corporate attorney with Cleary Gottlieb Steen & Hamilton LPLLP in London and New York. He received a B.A. degree from Vassar College and a J.D. degree summa cum laude from Brooklyn Law School. Mr. Prior currently serves on the Board of Directors of the Competitive Carriers Association and is a member of the Board of Directors of the Trustees of Reservations.Association. In 2008, Mr. Prior was named Entrepreneur of the Year for the New England Region by Ernst & Young LLP and One of America'sAmerica’s Best CEOs by DeMarche Associates, Inc.
Mr. M. Prior was selected to serve as a director on our Board due to his positionlong tenure as Chief Executive Officer of the Company and his broad experience in the telecommunications industry.
Charles J. Roesslein,69, has been a director of ours since April 2002 In 2018, the Board determined that Mr. Prior’s extensive business and isleadership experience made him the Chair of our Audit Committee and a member of our Compensation and Nominating and Corporate Governance Committees. He has been a director of National Instruments Corporation since July 2000 and is the Co-Founder of Austin Tele-Services Partners, LP, a telecommunications provider,best candidate for whom he served as Chief Executive Officer from 2004 to January 2016. He is a retired officer of SBC Communications. Mr. Roesslein previously served as Chairman of the Board of Directors, President and Chief Executive Officer of Prodigy Communications Corporation from June of 2000 until December of 2000. He served as President and Chief Executive Officer of SBC-CATV from October 1999 until May 2000, and as President and Chief Executive Officer of SBC Technology Resources from August 1997 to October 1999.
Mr. Roesslein was selected to serve as a director on our Board due to his financial expertise, and previous and current senior positions held with other telecommunications companies. Mr. Roesslein is qualified as an "audit committee financial expert" under SEC guidelines.
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PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
The Audit Committee of our Board of Directors has selected PricewaterhouseCoopers LLP ("PwC") as our independent auditor to perform the auditaudits of our financial statements and of our internal control over financial reporting for the fiscal year ending December 31, 2018.2021. In making its selection, the Audit Committee conducted a review of PwC'sPricewaterhouseCoopers LLP’s performance, including consideration of the following:
•PwC's
PricewaterhouseCoopers LLP’s performance on the audit,audits, including the quality of the engagement team and the firm'sfirm’s experience, client service, responsiveness and technical expertise;
•
•
The record of the firm against comparable accounting firms in various matters such as regulatory, litigation and accounting matters;
•
•
The firm'sfirm’s financial strength and performance; and
•
•
The appropriateness of fees charged by the firm.
PwC
PricewaterhouseCoopers LLP was our independent auditor for the year ended December 31, 2017.
2020.
The Board of Directors recommends that stockholders ratify the selection of PwCPricewaterhouseCoopers LLP as our independent auditor. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of PwCPricewaterhouseCoopers LLP to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent auditor. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.
The ratification of the appointment of PwCPricewaterhouseCoopers LLP as our independent auditor for 20182021 requires the affirmative vote of a majority of the shares present, or represented by proxy,votes cast at the Annual Meeting and entitled to vote thereon.Meeting. Abstentions will not be considered to be votes present and entitled to vote on this proposalcast and, therefore, they will have theno effect of a vote againston this proposal. BrokersBanks, brokers and other nominees will be entitled to vote a customer'scustomer’s shares in their discretion on this proposal, so there will be no broker non-votes on this proposal.
OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTEFOR THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT AUDITOR FOR 2018.2021.
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CORPORATE GOVERNANCE
The role of the Board of Directors is to ensure that we are managed for the long-term benefit of our stockholders. The Board periodically reviews and advises management with respect to our annual operating plans and strategic initiatives. The Board has adopted corporate governance principles to assure full and complete compliance with all applicable corporate governance standards.
During the past year, we have reviewed our corporate governance practices in comparison to the practices of other public companies and to ensure they comport with guidance and interpretations provided by the SEC and the Nasdaq Stock Market.
Market (“Nasdaq”).
We have adopted a written Code of Ethics that applies to all of our employees and agents, including, but not limited to, our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. Our Code of Ethics, Nominating and Corporate Governance Committee Charter, Compensation Committee Charter and Audit Committee Charter are available on our website at ir.atni.com and may be obtained free of charge upon request by writing to us at ATN International, Inc., Attn: Secretary, 500 Cummings Center, Suite 2450, Beverly, MA 01915.
Our Board of Directors is committed to maintaining responsible and effective corporate governance and is focused on the interests of our stockholders. Our Board brings strong leadership and industry expertise to inform the management and direction of the Company on behalf of our stockholders. Management and the Board of Directors work together to try to focus the Board on major questions of governance, succession and setting the Company'sCompany’s overall operating and investment and operating strategy.
Mr. C.B. Prior, Jr., who has served as our Chairman since 1997, was also our Chief Executive Officer until December 2005. Mr. C.B. Prior, Jr. will be retiring from the Company's Board effective as of the date of the Annual Meeting. He, together with related entities, affiliates and family members, controls more than 30% of our outstanding common stock.
The Board has nominated
Mr. Michael Prior, our Chief Executive Officer, has served as our new Chairman since June 2018, and the Nominating and Corporate Governance Committee intends to assumenominate him to continue to serve in such role upon Mr. C.B. Prior, Jr.'s retirement, effective as offor the date ofnext year, assuming he is re-elected to the Annual Meeting.Board. In prior years,2018, the Board determined that its leadership structure, including Mr. C. B. Prior, Jr.Prior’s serving as Chairman ourof the Board and Chief Executive Officer, serving as a director, and the composition of independent directors fortogether with each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board, being chaired by, and entirely composed of, independent directors best served the Company and its stockholders. The Board does not have a policy regarding the separation of the roles of Chairman of the Board and Chief Executive Officer, as the Board believes it is in the best interests of the Company and our stockholders to make the determination as to who will serve as Chairman based on an assessment of the current needs of the Company and composition of the Board. Our Board believes that combininghaving the Chairman and Chief Executive Officer positions will aligncombined aligns corporate strategy development with management oversight inof the Board process and, taken together with theour Board’s Lead Independent Director role, is the appropriate leadership structure for us at this time. The Board determined that Mr. Michael Prior's extensive business and leadership experience made him
Since the best candidate for Chairman.
As the positions of Chief Executive Officer and Chairman will beare combined, the Board appointed Liane J. Pelletier as Lead Independent Director, and the Nominating and Corporate Governance Committee intends to re-nominate Ms. Pelletier to serve as Lead Independent Director following thethis year’s Annual Meeting, assuming she is re-elected to the Board intends to appoint a Lead Independent Director.Board. The Lead Independent Director shall beis an independent, non-employee director designated by the Board who shallto serve in a lead capacity to coordinate the activities of the other non-employee directors, interface with and advise management, and perform such other duties as the Board may determine. WhileAlthough the Board does not
have a policy regarding the requirement to appoint or role of, a Lead Independent Director, it expectscurrently believes that in light of the combined roles of Chairman and Chief Executive Officer, it is appropriate for the Board to continue to have a Lead Independent Director. The Board’s practice has been that such role will serve:
- serves:
•
to convene and chair meetings of independent directors at each boardBoard meeting and as necessary in addition to regularly scheduled meetings;
•
•
as a liaison between the CEO/Chief Executive Officer/Chairman and the independent directors, to provide feedback from executive sessions and keep the Board informed of other matters as necessary; and
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•
•
as a sounding board, if necessary, to the CEO/Chief Executive Officer/Chairman on boardBoard agenda, materials and other matters.
Our Nominating and Corporate Governance Committee considers director nominees, whether proposed by a stockholder or identified through the Company'sCompany’s processes, in accordance with its charter and our Nominating and Corporate Governance Guidelines, as currently in effect. The Nominating and Corporate Governance Committee does not rely on a fixedprescribed set of qualifications for director nominees but applies general criteria intended to ensure that the Board includes members with significant breadth of experience, knowledge and abilities as well as financial and industry expertise to assist the Board in performing its duties. Minimum qualifications for director nominees include:
•
Nominees should have a reputation for integrity, honesty and adherence to high ethical standards;
•
Nominees should have demonstrated business acumen, experience and the ability to exercise sound judgment relatedin matters that relate to the current and long-term objectives of the Company;Company, and should be willing and able to contribute positively to the decision-making process of the Board;
•
Nominees should have a commitment to understandunderstanding the Company and its industryindustries and actively participateto regularly attending and participating in meetings of the Board deliberations. While our Board doesand its committees;
•
Nominees should have an interest in and be capable of understanding the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders; and
•
Nominees should not have, nor appear to have, any conflicts of interest that could impair the nominee’s ability to represent the interests of all of the Company’s stockholders and to fulfill the responsibilities of a formaldirector.
Nominees will not be discriminated against on the basis of race, religion, national origin, gender, sexual orientation, disability or any other basis proscribed by law. Our Board believes that diversity policy, it recognizes that a diversity of backgrounds,among Board members in background, expertise and life experience can enhanceis beneficial as it expands the effectivenessrange of the Board.perspectives brought to Board deliberations. Accordingly, our Nominating and Corporate Governance Committee also considers nominees based on their differences of viewpoint, professional experience, education, skill and other characteristics that are relevant to the current needs of the Company. In June 2020, the Board elected a second female director and values the diverse viewpoints and skillsets of all its Board members.
The re-nomination of existing directors is not viewed by our Nominating and Corporate Governance Committee as automatic, but instead is based on continuing qualification under the criteria set forth above. In addition, the Nominating and Corporate Governance Committee evaluates the performance of existing directors on the Board and any applicable committees, which includes consideration of the results of the Board’s biannual self-assessment process as well as the extent to which the directors undertook continuing director education. Our Board requires that the backgrounds and qualifications of the directors considered as a group provide a significant breadth of experience, knowledge and abilities that assist the Board in fulfilling its responsibilities. In determining the array of skills and attributes relevant to the Company, including thosethe Nominating and Corporate Governance Committee maintains a matrix of all skills and attributes represented by current directors and director nominees, as summarized below:
| | | Leadership experience. Directors who have held significant corporate leadership positions bring valuable knowledge of organization, controls, strategy and risk management, and can provide insight as to how to drive change and growth. More than half of our directors have CEO experience, with most of the Board also including experience in general management, finance, | | | | Finance experience. We believe that as a public company, our Board must have an understanding of our financial reporting processes, risk management policies, and the way we measure our operating and strategic performance by reference to financial goals. Our current slate of director nominees includes a director who qualifies as an “audit committee financial expert” as defined in applicable SEC rules, and we expect all of our | | |
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| | | operations, technology, or business development. Our skills matrix also tracks past and current director roles on other corporate boards and committees, ensuring we have the right mix of experience to advise and oversee the Company’s executive management. | | | | directors to be financially knowledgeable. | | |
| | | Industry experience. We seek to have directors with experience as executives, directors or in other leadership positions in the industries in which we operate and target for growth. For example, we specifically seek directors with experience in the communications industry. | | | | Board Tenure. We seek to vary the tenure of the directors on our Board, which we believe allows us to preserve continuity of oversight while introducing new insights to our group. In order to accomplish this, our Board engages in succession planning with respect to its current slate of directors, and seeks to maintain a roster of prospective Board nominees in the near- and mid-term. Our director nominees currently have an average tenure of 5.1 years. | | |
In addition to the qualifications and considerations set forth above, in considering candidates for nomination to recommend to the full Board, our Nominating and Corporate Governance Committee also is mindful of the requirements of Nasdaq and the SEC that promote diversity.a majority of the Board be composed of “independent” directors. Prior to making any nomination, our Nominating and Corporate Governance undergoes a rigorous review of a candidate’s background, engages in several in person meetings with our Chairman as well as the Chair and other members of our Nominating and Corporate Governance Committee, and typically conducts a background check. Our Nominating and Corporate Governance Committee then recommends director nominees to the Board for its consideration and nomination at the next annual meeting of stockholders.
consideration.
In selecting director nominees pursuant to the Nominating and Corporate Governance Guidelines, our Nominating and Corporate Governance Committee considers candidates submitted by stockholders and evaluates such candidates in the same manner and using the same criteria as all other director nominee candidates. To submit a director nominee candidate, stockholders should submit the following information: (a) the candidate'scandidate’s name, age and address, (b) a brief statement of the reasons the candidate would be an effective director, (c) the candidate'scandidate’s principal occupation or employment for the past five years and information about any positions on the board of directors of other companies held by the candidate, (d) any business or other significant relationship the candidate has had with us and (e) the name and address of the stockholder making the submission. Our Nominating and Corporate Governance Committee may also seek additional information regarding the director nominee candidate and the stockholder making the submission. All submissions of director nominee candidates made by stockholders should be sent to ATN International, Inc., Attn: Nominating and Corporate Governance Committee, 500 Cummings Center, Suite 2450, Beverly, MA 01915 and must comply with applicable timing requirements.
Nasdaq rules require that a majority of our directors be "independent"“independent” and that we maintain a minimum three-person audit committee and a two-person compensation committee whose members satisfy heightened independence requirements. APursuant to Nasdaq rules, independence is evaluated using both a subjective test and various objective standards, such as that the director is not an employee of the Company. Under the subjective test, a director qualifies as "independent"“independent” if our Board, upon the recommendation of our Nominating and Corporate Governance Committee and after evaluating the objective standards referenced above, affirmatively determines that the director does not have a relationship with us, an affiliate of ours, or otherwise that,
in the opinion of the Board, would interfere with the exercise of independent judgment in discharging his or her duties as a director. Nasdaq rules preclude an affirmative determination by the Board that a director is independent if:
•a director who is, or was at any time during the past three years, employed by us or by any subsidiary of ours;•a director who accepted or has a family member who accepted any compensation from us or any subsidiary of ours in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than: (i) compensation for board or board committee service, (ii) compensation paid to a family member who is an employee (other than the executive officer) of the company, or (iii) benefits under a tax-qualified retirement plan, or non-discretionary compensation;•a director who is a family member of an individual who is, or at any time during the past three years was, employed by us or a subsidiary of ours as an executive officer;•a director who is, or has a family member who is, a partner in, or a controlling stockholder or an executive officer of, any organization to which we made, or from which we received, payments for property or services in the current or any of the past three fiscal years that exceed the greater of 5 percent of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than: (i) payments arising solely from investments in our securities or (ii) payments under non-discretionary charitable contribution matching programs;•a director who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of our executive officers have served on the compensation committee of such other entity; or•a director who is, or has a family member who is, a current partner of our outside auditor, or was a partner or employee of our outside auditor who worked on our audit at any time during any of the past three years.
Based on the Nasdaq rules, our
Our Nominating and Corporate Governance Committee and the Board hashave determined that Messrs. Budd, Flynn andEisenstein, Ganong, Kennedy, Roesslein, Dr. Bulkin Ms.and Mmes. Lenehan and Pelletier and our director nominees who do not currently serve on our Board, Messrs. Kennedy and Ganong, are independent for purposes of applicable SEC rules and Nasdaq listing compliance. This determination included reviewing the following relationships and transactions with Mr. Budd, which our Nominating and Corporate Governance Committee and the Board concluded did not affect his independence:
rules.
Nominating and Corporate Governance Committee Report
The Nominating and Corporate Governance Committee has reviewed and discussed the Director Nomination Process and Director Independence disclosure and, based on such review and discussions, we recommended to the Board that (i) these disclosures be included in this Proxy Statement and (ii) that each of the persons listed in Proposal 1, "Election“Election of Directors,"” be nominated by the Board for election as a director of the Company.
Dr. Bernard J. Bulkin,
Risk Management and Risk Assessment
In accordance with Nasdaq requirements, our
Our Audit Committee has the primary responsibility for the oversight of risk management and risk assessment, including the Company'sCompany’s major financial risk exposures, business continuity risks, cyber security risks and the steps management has undertaken to control such risks. Our Board of Directors remains actively involved in such oversight of risk management and assessment and receives periodic presentations from our executive officers and certain of their direct reports, as the Board of Directors may deem appropriate. This includes discussions of the Company'sCompany’s balance sheet and capital structure in light of potential capital needs and projections of operating cash flows and the risks to such cash flows. While the Board of Directors maintains such oversight responsibility, management is responsible for the day-to-day risk management processes and makes detailed recommendations on sources and uses of capital. The Board of Directors believes this division of responsibility is the most effective approach for addressing the risks facing the Company. As a general matter, management and the Board of Directors seek to mitigate major risks to the Company'sCompany’s financial condition by striving to maintain a level of debt to annual operating cash flows that allows the Company to survive short-term unforeseen reductions in cash flow or unanticipated large capital spending needs. To date, the Board of Directors believes that the Company has maintained a more conservative level of debt (relative to cash flows) than most of its peers in the telecommunications industry.
For the year ended December 31, 2017, our management,2020, the Compensation Committee, in consultation with the Board,Chairman and CEO, reviewed the Company'sCompany’s compensation policies and practices for employees generally as they relate to risk management. As part of this process, managementthe Compensation Committee reviewed the Company'sCompany’s cash and equity incentive compensation plans and practices applicable to all employees to determine whether such programs create incentives that might motivate inappropriate or excessive risk-taking. In the course of such review, the following mitigating features of the Company'sCompany’s incentive compensation programs were considered: (i) the Company'sCompany’s focus on multiple year vesting periods for all equity compensation, including the restricted stock unit awards made for 20172020 achievements; (ii) management'smanagement’s practice of conservative awards of annual cash bonus payments; (iii) the relatively low level and intermittent awards of stock options to senior management; and (iv) the use of restricted stock and restricted stock unit awards to encourage management to balance "upside"“upside” and "downside"“downside” risk. As a result of this process, there were no recommendedWhile the Compensation Committee did not identify changes to its compensation programs specifically needed to mitigate risk, the Company's incentiveCompensation Committee also determined this year to introduce performance-based vesting for a number of restricted stock units that are intended to further align the compensation programs.
of the Company’s senior management with stockholder returns over a multi-year period. For more information about the Company’s award of performance stock units, please see “Executive Compensation—Compensation Discussion and Analysis—Annual Cash and Equity Bonus.”
Communications from Stockholders and Other Interested Parties
To communicate with our Audit Committee regarding issues or complaints about questionable accounting, internal accounting controls or auditing matters, contact the Audit Committee by writing to Audit Committee, ATN International, Inc., 500 Cummings Center, Suite 2450, Beverly, MA 01915.
To send communications to the Board or to individual directors, stockholders should write to Board of Directors, ATN International, Inc., 500 Cummings Center, Suite 2450, Beverly, MA 01915. All communications received (other than advertisements and similar items) will be directly sent to the Board or to individual members of our Board, as addressed.
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Board of Directors'Directors’ Meetings and Committees
During 2017,2020, our Board met four times either by conference call or in person.ten times. In 2017,2020, no director attended fewer than 75% of the meetings of the Board orand the meetings of the committee(s) on which
he or she served. Although we do not have a policy requiring our directors to attend the Annual Meeting, all of our then-current directors attended last year'syear’s annual meeting of stockholders.
Our Board has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. The current membership of each committee is as follows:
| | |||||||||||
| Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Charles J. Roesslein,Chair | | | | | | |||||
| | Dr. Bernard J. Bulkin | | | James S. Eisenstein | | | James S. Eisenstein | | |||
| Pamela F. Lenehan | | | Liane J. Pelletier | | John C. Kennedy | |
All members of these committees are independent as defined in the listing standards of Nasdaq.
applicable Nasdaq rules.
Audit Committee
During 2017,2020, the Audit Committee met eightseven times, either by conference call or in person, including several sessions at such meetings without members of management or the Company'sCompany’s independent auditors. Our Audit Committee operates under a written charter that satisfies the applicable standards of Nasdaq and is available on our website at ir.atni.com. The functions of the Audit Committee include:
•
Appointing, compensating,approving the compensation of, evaluating and overseeing our independent auditor;
•
•
Reviewing with our independent auditor the plan and scope of the audit, its status during the year and any recommendations the independent auditor may have for improving or changing the audit and control environment;
•
•
Pre-approving the services provided by our independent auditor;
•
•
Overseeing the Company'sCompany’s internal audit department and its review and testing of the Company'sCompany’s internal control policies, systems and procedures;
•
•
Discussing with management and our independent accountantauditor the adequacy of internal accounting and financial controls and, if deemed necessary or appropriate, discussing with each of them, independently of the other, any recommendations on matters that any of them considers to be of importance;
•
•
Reviewing our accounting principles, policies and practices and financial reporting policies and practices;
•
•
Reviewing our Code of Ethics, the Audit Committee Charter, the Internal Audit Department Charter and any other relevant Company policies and the oversight ofoverseeing other compliance matters;
•
•
Reviewing and evaluating the effectiveness of the Company'sCompany’s risk assessment and risk management policies and processes;processes, including with respect to cyber security risk, and reporting to the Board thereon;
•
•
Reviewing and, if appropriate, approving related party transactions entered into by the Company;
•
•
Reviewing, prior to publication or filing, our annual audited financial statements, quarterly earnings releases and the disclosures that are to be included in our reports on Form 10-Q and Form 10-K, as well as such other information as the Committee deems desirable; and
•
•
Undertaking other duties as assigned by our Board.
Our Board has determined that each current member of the Audit Committee meets the financial literacy requirements of Nasdaq. It has also determined that Mr. Roesslein, who is currently the Chair of the Audit Committee, and a director nominee for re-election, qualifiesMs. Lenehan each qualify as an "audit“audit committee financial expert"expert” under the rules of the SEC and meetsmeet the financial sophistication requirements of
Nasdaq. In addition, our Nominating
15
and Corporate Governance Committee has determined that each of the current members of our Audit Committee meet theis independent under applicable Nasdaq and SEC standardsrules for audit committee member independence.
members.
Compensation Committee
The Compensation Committee met fourthree times during 2017,2020 and once in 2021 to discuss executive compensation for the Chairman of the2020 year. Our Compensation Committee consultedoperates under a written charter that satisfies the applicable standards of Nasdaq and met several times with the Chief Executive Officer during 2017. The Compensation Committee has also met once during 2018 to discuss 2017 compensation and bonus awards.is available on our website at ir.atni.com. The functions of the Compensation Committee include:
•
Reviewing and determining the compensation of our Chief Executive Officer and our other executive officers;
•
•
Reviewing with the Chief Executive Officer the compensation of the managers of the Company'sCompany’s key operating units;
•
Reviewing the Company’s cash and equity incentive compensation plans and practices applicable to all employees to determine whether such programs create incentives that might motivate inappropriate or excessive risk-taking and reporting such findings to the Board;
•
•
Reviewing and discussing with management our Compensation Discussion and Analysis to be included in our Proxy Statement with management;Statement;
•
•
Developing, administering and taking all action required or permitted to be taken by the Board under our stock-based incentive plan;
•
•
Reviewing and recommending to the Board the compensation of our directors;
•
•
Reviewing and making recommendations to the Board regarding the level, coverage, and competitiveness (based on industry data) of our compensation (including salary and bonus), incentives (both current and long-term), benefits (including profit sharing, group health coverage, disability coverage and life insurance benefits, and use of our stock in option, bonus, or appreciation arrangements), and other perquisites;
•
•
Retaining and working with compensation consultants or other advisors as the Compensation Committee may deem appropriate to carry out its responsibilities;
•
Considering the results of the most recent stockholder advisory vote on executive compensation and recommending to the Board for approval the frequency with which the Company will conduct such vote;
•
•
Reviewing the Compensation Committee Charter; and
•
•
Undertaking such other functions as are assigned to the Compensation Committee by the Board.
The Compensation Committee meets several times each year to carry out these responsibilities. Early in the year, theThe Compensation Committee begins its analysis by reviewing the compensation trends and practices of the Company'sCompany’s identified peer group as well as any other entities that the Compensation Committee may deem relevant against the current compensation of the Company'sCompany’s Chief Executive Officer and the Company'sCompany’s other executive officers. This year, the Compensation Committee again retained Compensia, Inc. (“Compensia”), a compensation consultant, to re-evaluate and make recommendations as to the Company'sCompany’s peer group as well as to consult on executive and director compensation trends. Following this review, the Chief Executive Officer typically meets with the ChairmanChair of the Compensation Committee in order to discuss the draft compensation recommendations, performance analysis and future objectives of each of the executive officers of the Company and finalizes,finalize, with the Chairman,Chair, a memorandum detailing the Company'sCompany’s performance and individual executive officer performance for the year before providing it to the Compensation Committee. Upon the request of the Compensation Committee, the Chief Executive Officer may engage in a detailed discussion of the performance of an executive officer or a manager of the Company'sCompany’s key operating units. The Compensation Committee has been authorized by the Board of Directors to delegate to the Chief Executive Officer the power to make limited awards under the Company'sCompany’s 2008 Equity Incentive Plan (the "2008 Plan"“2008 Plan”) to employees of the Company. Our Board and our Nominating and Corporate Governance
16
Committee have determined that each of the current
members of our Compensation Committee meets the independence requirementsis independent under applicable Nasdaq and SEC standardsrules for director independence.
compensation committee members.
The Compensation Committee determines the compensation of the Chief Executive Officer in an executive session following its review of the CEO'sChief Executive Officer’s performance against his goals for the year, the growth and performance of the Company, his leadership skills for the previous year, his self-analysisself-evaluation for the prior year'syear’s performance, and any other relevant factors.
For further information about the Compensation Committee'sCommittee’s practices, please see "Compensation“Compensation Discussion and Analysis,"” under "Executive“Executive Officer Compensation,"” below.
During or prior to the fiscal year ended December 31, 2017,2020, no member of our Compensation Committee was an officer or employee of ours or our subsidiaries or, to our knowledge, had relationships requiring disclosure under the SEC rules. In making these statements, we have relied in part upon representations of those directors.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee of our Board met fivethree times in 2017. To date, the2020. Our Nominating and Corporate Governance Committee has met once in 2018 to discuss nominations for electionsoperates under a written charter that satisfies the applicable standards of directorsNasdaq and for committee membershipis available on our Board.website at ir.atni.com. The functions of the Nominating and Corporate Governance Committee include:
•recommending
Recommending to the Board the persons to be considered for nomination for election as directors at any meeting of stockholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board;
•
•determining
Determining the independence of any director or director nominee to our Board;
•
•recommending
Recommending to the Board the directors to be appointed to each committee of the Board;
•
•reviewing
Reviewing and making recommendations to the Board regarding any stockholder proposals submitted to the Company pertaining to Board governance and directors;director nominations;
•
•developing
Developing and making recommendations to the Board regarding any corporate governance policies for the Company;changes to our Corporate Governance Guidelines;
•
•overseeing
Overseeing periodic Board self-evaluations; and
•
•undertaking
Undertaking such other functions as are assigned to the Nominating and Corporate Governance Committee by the Board.
Our Board has determined that each of the current members of ourthe Nominating and Corporate Governance Committee meet theis independent under applicable Nasdaq and SEC standards for committee member independence.
rules.
17
INDEPENDENT AUDITOR
PwC
PricewaterhouseCoopers LLP has audited our accountsfinancial statements since 2002. Our Audit Committee has appointed PwCPricewaterhouseCoopers LLP to be our independent auditor for 20182021 and we are asking stockholders to ratify this appointment in Proposal 2. The services provided by PwCPricewaterhouseCoopers LLP in 20182021 are expected to include, in addition to performing the consolidated audit, audits of certain subsidiaries; reviewreviews of quarterly reports; issuance of letters to underwriters in connection with registration statements, if any, we may file with the SECSEC; and consultation on accounting, financial reporting, tax and related matters. A representative of PwCPricewaterhouseCoopers LLP is expected to be at the meetingAnnual Meeting and will have an opportunity to make a statement and respond to questions.
The following table presents the aggregate fees for professional services rendered to us by PwCPricewaterhouseCoopers LLP for the years ended December 31, 20172020 and 2016:2019:
| | | | 2020 | | | 2019 | | ||||||
| Audit Fees(1) | | | | $ | 3,259,000 | | | | | $ | 4,159,757 | | |
| Tax Fees(2) | | | | | 90,000 | | | | | | 155,500 | | |
| All Other Fees(3) | | | | | 6,700 | | | | | | 5,700 | | |
| Total Fees | | | | $ | 3,355,700 | | | | | $ | 4,320,957 | | |
| | 2017 | 2016 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees(1) | 3,893,560 | $ | 4,214,398 | ||||
Audit Related Fees(2) | — | — | |||||
Tax Fees(3) | — | 54,027 | |||||
All Other Fees | 3,000 | 3,000 | |||||
| | | | | | | | |
Total Fees | 3,896,560 | $ | 4,271,425 | ||||
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)
(1)- Represents fees for professional services rendered for the audits of our consolidated financial statements, audits of certain subsidiaries and assistance with various documents filed with the SEC.
(2)
(2)Represents fees for professional services rendered for acquisition-related support and other technical, financial reporting and compliance services.
(3)
Represents fees for tax compliance and consulting services.
Represents fees for compensation surveys and access to online technical accounting and reporting research materials.
Audit Committee Pre-Approval Policy and Procedures
In accordance with its written charter, our Audit Committee pre-approves all audit and permissible non-audit services, including the scope of contemplated services and the related fees that are to be performed by PwC,PricewaterhouseCoopers LLP, our independent auditor. The Audit Committee'sCommittee’s pre-approval of permissible non-audit services involves consideration of the impact of providing such services on PwC'sPricewaterhouseCoopers LLP’s independence. The Audit Committee is also responsible for ensuring that any approved non-audit services are disclosed to stockholders in our reports filed with the SEC.
As members of the Audit Committee of the Board of Directors of ATN International, Inc., we have reviewed and discussed with management the audited financial statements of the Company as of and for the year ended December 31, 2017.
2020.
The Audit Committee discussed with the independent registered public accountants the matters required to be discussed by Statement of Auditing Standard No. 1301.
The Audit Committee received from PwCPricewaterhouseCoopers LLP the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding their communications with the Audit Committee concerning independence, discussed PwC'sPricewaterhouseCoopers LLP’s independence with PwCPricewaterhouseCoopers LLP and satisfied itself as to PwC'sPricewaterhouseCoopers LLP’s independence.
We have also concluded that the provision of services by PwCPricewaterhouseCoopers LLP not related to the audit of the financial statements referred to above and to the reviews of the interim financial statements
18
included in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017,2020, June 30, 20172020 and September 30, 2017,2020 was compatible with maintaining the independence of PwC.
PricewaterhouseCoopers LLP.
Based on the reviews and discussions referred to above, we have recommended to the Board of Directors that the audited financial statements referred to above be included in our Annual Report on Form 10-K for the year ended December 31, 2017.
2020.
By the Audit Committee
Charles J. Roesslein,Chair
Bernard J. Bulkin
Martin L. Budd
Michael T. FlynnPamela F. Lenehan
Bernard J. Bulkin
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The following table sets forth information regarding our executive officers and directors as of April 30, 2018.
29, 2021. On January 15, 2021, Mr. William F. Kreisher no longer served as an executive officer of the Company.
| Name | | | Age | | | Position | |
Michael T. Prior | | | | Chairman and Chief Executive Officer | | ||
Justin D. Benincasa | | | | | Chief Financial Officer | ||
| |||||||
| | | | Chief Operating Officer | | ||
Mary M. Mabey | | | | | Senior Vice President, General Counsel and Secretary | | |
Michael T. PriorPrior. has been our PresidentMr. Prior’s biography appears in the section entitled “Director and Chief Executive Officer since December 2005Nominee Experience and an officer of the Company since June 2003. He was elected to the Board in May 2008. Previous to joining the Company, Mr. Prior was a partner with Q Advisors LLC, a Denver based investment banking and financial advisory firm focused on the technology and telecommunications sectors. Mr. Prior began his career as a corporate attorney with Cleary Gottlieb Steen & Hamilton LP in London and New York. He received a B.A. degree from Vassar College and a J.D. degree summa cum laude from Brooklyn Law School. Mr. Prior currently serves on the Board of Directors of the Competitive Carriers Association and is a member of the Board of Directors of the Trustees of Reservations. In 2008, Mr. Prior was named Entrepreneur of the Year for the New England Region by Ernst & Young LLP and One of America's Best CEOs by DeMarche Associates, Inc.Qualifications” herein.
Justin D. Benincasa is our Chief Financial Officer. Prior to joining us in May 2006, Mr. Benincasa was a Principal at Windover Development, LLC since 2004. From 1998 to 2004, he was Executive Vice President of Finance and Administration at American Tower Corporation, a leading wireless and broadcast communications infrastructure company, where he managed finance and accounting, treasury, IT, tax, lease administration and property management. Prior to that, he was Vice President and Corporate Controller at American Radio Systems Corporation and held accounting and finance positions at American Cablesystems Corporation. Mr. Benincasa holds an M.B.A. degree from Bentley University and a B.A. degreeBachelor of Arts from the University of Massachusetts.
Brad W. Martin iswas promoted to Chief Operating Officer in 2021. Prior to joining us in April 2018 as our Executive Vice President, Operations. Mr. MartinOperations, he previously served as Chief Operating Officer for Senet Inc., a leading "low“low power wide area"area” network (LPWAN)(“LPWAN”) operator and global service provider. From 2013 through 2015, Mr. Martin served as Sr.Senior Vice President and Chief Quality Officer with Extreme Networks, a global leader in software-driven networking solutions for Enterpriseenterprise and Service Providerservice provider customers. From 2008 to 2013, Mr. Martin served as Vice President of Engineering Operations and Quality with Siemens Enterprise Communications and Enterasys Networks, delivering voice and data networking hardware and software solutions to global enterprises. Mr. Martin holds a Bachelor of Science, Mechanical Engineering from the University of Maine, is a published author and featured industry speaker.Maine.
William F. Kreisher is our Senior Vice President, Corporate Development. Prior to joining us in 2007, Mr. Kreisher was Vice President—Corporate Development at Cingular Wireless (now AT&T Mobility) since 2004. He was part of the corporate development team at Cingular since its formation and spent five years at Bell South before that as a Director of Finance, the acting Chief Financial Officer at its broadband and video division, and as a senior manager in its mergers and acquisitions group. Mr. Kreisher is a more than twenty-five year veteran of the telecommunications industry, having also worked with MCI Telecommunications and Equant. Mr. Kreisher holds a Masters in Business Administration from Fordham University and a Bachelor of Arts degree from the Catholic University of America.
Mary M. Mabey is our Senior Vice President, General Counsel and General Counsel.Secretary. Ms. Mabey joined the CompanyCompany’s legal department in 2009 and was appointed General Counsel in March 2018, previously servedserving as the Company'sour Deputy General Counsel. Prior to joining the Company,us, Ms. Mabey was with the law firm of Edwards Angell Palmer & Dodge LLP (now Locke Lord LLP) in Boston, Massachusetts, where she advised public and private companies in domestic and international transactions on corporate and securities law matters, merger, acquisition and financing transactions, corporate governance, and other general corporate matters. Ms. Mabey received a B.A. degreeBachelor of Arts from the University of Notre Dame and a J.D. degreeJuris Doctor from the University of Texas School of Law.
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EXECUTIVE OFFICER COMPENSATION
Our Compensation Committee of the Board of Directors has responsibility for establishing, implementing and maintaining the compensation program for our executive officers. For the purposes of this Compensation Discussion and Analysis, "executive officers"“named executive officers” and "executives" means“executives” refers to the individuals who served as our Chief Executive Officer and Chief Financial Officer during the fiscal year ended December 31, 2017,2020, as well as the other individuals included in theSummary Compensation Table below. Mr. William F. Kreisher is listed as a named executive officer for the December 31, 2020, however, as of January 15, 2021, Mr. Kreisher is no longer an executive officer of the Company.
Compensation Philosophy
The primary objective of our executive compensation program is to attract, retain and reward executive officers who contribute to our long-term success and to maintain a reasonably competitive compensation structure as compared with similarly situated companies. We seek to align compensation with the achievement of business objectives and individual and Company performance. The annual cash bonus opportunity together with equity compensation that we provide our executive officers are our main incentive compensation tools to accomplish this alignment, as described below.
A core principle of our compensation philosophy to date is that a successful compensation program requires the application of judgment and subjective determinations of individual performance. WhileWith respect to our annual cash bonus opportunity, while we do assign an indicative weight to individual and general Company performance in determining an executive officer'sofficer’s compensation, we do not apply a strictly formulaic or mathematical approach to our compensation program. OurWith respect to the equity component of executive compensation, in 2021 the Compensation Committee decided to introduce performance stock units as part of the long-term incentive compensation for senior management. The committee took this action to increase alignment between stockholders and senior management with respect to stockholder returns. The committee also recognized that the majority of the company’s peer group have a component of performance equity included in their compensation plans for executives.
Accordingly, equity grants to executive officers made in March 2021 for 2020 performance were split equally between time vested restricted stock units and time and performance vested performance stock units. A description of the terms of the performance stock units can be found in the “Annual Cash and Equity Bonuses—Annual Equity Awards” discussion on page 25 and relating to all long-term equity grants can be found in the “Grants of Plan-Based Awards” table located on page 31 of this proxy statement.
With respect to other elements of compensation, our Compensation Committee retains discretion to apply its judgment to adjust and align each individual element of our compensation program with the broader objectives of our compensation program and the overall performance and condition of our companythe Company at the time final compensation decisions are made. We believe that our relatively lean management structure, the level of communications between our Board of Directors and our senior management team and our corporate culture make this approach an effective method of determining compensation.
compensation and protecting stockholder interests.
Our Compensation Committee does consider the compensation of executive officers at other companies in order to assess the compensation that we offer our executive officers, as discussed below.
Role of Compensation Consultant
Our Compensation Committee has retained the advisory services of Compensia, Inc. ("Compensia"), a national executive compensation consulting firm. For the past threefive years, Compensia has assisted usthe Compensation Committee with the identification of a relevant peer group and competitive market compensation data regarding the compensation of our named executive officers and directors as compared to suchwith the peer group. Compensia does not generally provide any other services to the Compensation Committee, except as may be requested from time to time with respect to specific matters and as described below.
This past year,
21
In 2020, the Compensation Committee asked Compensia to gather peer group data, give advice on any possible changes to the peer group based on that data, advise on the structure of a performance stock unit award program, and update the Compensation Committee on recent or pending changes to the rules and industry trends on executive compensation. In 2020, the Company asked Compensia to gather compensation information with respect to certain subsidiary management roles in the Company’s US Telecom segment.
Compensia works at the direction of, and reports directly to, the Compensation Committee, which may replace the compensation consultant or hire additional advisors at any time. Compensia does not perform any services for the Company unless directed to do so by the Compensation Committee. Based on the considerationan analysis of the various factors set forth in the rules of the SEC, the Compensation Committee does not believe that its relationship with Compensia andor the work of Compensia on behalf of the Compensation Committee hashave raised any conflicts of interest, and the Compensation Committee believes that Compensia is independent.
External Sources
Generally, we seek to offer executive compensation that is reasonably competitive with telecommunications and to a lesser extent, renewable energy companies, of a similar size. Defining a relevant "peer group"“peer group” for us has been historically difficult because we have the complexity and geographic diversity (and attendant travel demands) of large multi-national companies but have similar total revenues and market capitalization to companies that tend to be focused on a very limited geographic area and provide limited services. Nonetheless, we believe that comparisons to certain other companies can provide us with a useful basic check, mainly for theinformation regarding appropriate compensation of our named executive officers and directors.
For 2017,2020, our Compensation Committee adjusted our peer group and referred to the executive compensation paid at the following group of companies:
| | 8 x 8 | | | Consolidated Communications | | | Shenandoah Telecommunications | |
| Bandwidth Inc. | | | Gogo | | Switch Inc. | | ||
| | Boingo | | | GTT Communication | | ORBCOMM Inc. | | |
| Calix | | | Iridium Communications | | ViaSat | | ||
| | Cincinnati Bell | | | Liberty Latin America | | | Vonage Holdings | |
| | Cogent Communications | | Ooma | |||||
| | ||||||||
| |
Our Compensation Committee believedbelieves that these companies provided usprovide it with helpful indicators of competitive executive compensation levels and pay mix because, as a group, they had the following characteristics that are similar to ours: (1) they are primarily telecommunications or energy companies; (2) several of them have both wireless and wireline operations; (3) several of them are of similar size to the Company; and (4) several have a mix of domestic and international operations. However, finding close peers for the Company is difficult because the Company'sCompany’s diverse group of operations in wide-ranging international and domestic geographies adds a level of complexity above that of the Company'sCompany’s single-market or single-industry peers. In addition,As a result, some of theour telecommunications industry peers have much higher revenue than the Company as a whole. Our Compensation Committee regards comparisons of us to these companies as reference points only—as such, we did not seek to establish any firm benchmark in reference to these companies or to require changes in our executive compensation to match changes in those companies'companies’ compensation.
Role of Chief Executive Officer in Compensation Decisions
At the end of the year, our Chief Executive Officer evaluates the performance of our other named executive officers and makes compensation recommendations to our Compensation Committee based upon those evaluations. Our Board has delegated to our Compensation Committee full discretion in its determination of the compensation to be paid to our Chief Executive Officer and our other named executive officers, including discretion to modify the recommendations of our Chief Executive Officer in determining the type and amounts of compensation paid to each named executive officer. The Compensation Committee interacts directly with the Chief Executive Officer to evaluate his performance, in addition to conducting its own independent assessment of his performance and the performance of the Company during the year.
22
Overview
Our executive compensation program is focused on three separate elements:
•
base salary;
•
•
annual cash bonuses; and
•
•
equity awards.
Other than as described below, our Compensation Committee does not have any specific policies or targets for the allocation or "pay mix"“pay mix” of these compensation elements.
Base Salary
We seek to set the base salary of each executive at a level that is competitive, taking into account the overall compensation history of the particular executive and our other executives and the base salaries paid by similarly situated companies.companies for such roles. In addition to merit-based changes when warranted, our Compensation Committee generally believes that base salaries should increase annually at a rate that is slightly above or belowgenerally commensurate with cost-of-living adjustments, as represented by indicators like the Consumer Price Index. In addition to merit- basedmerit-based changes, larger increases (or decreases) may be made based on a change in the responsibilities of the executive. Factors such as the expansion or contraction of the Company and the financial condition and prospects of the Company may also influence the amount of annual salary adjustments. From time to time, comparative market factors also may cause the Compensation Committee to make increases above or below the normal cost-of-living adjustment.
Below is a chart showing the base salary rates for 20172020 for our named executive officers, in comparison to those in effect in 2016.2019. For 2017,2020, the Committee decided to provide basic cost-of-living increases for the executive officers other than for Mr. Fougere as explained below.
Named Executive Officer | 2017 | 2016 | Annualized Percent Increase from 2016 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Michael T. Prior | $ | 600,000 | $ | 590,000 | 1.7 | % | ||||
Justin D. Benincasa | $ | 360,000 | $ | 351,000 | 2.6 | % | ||||
Barry C. Fougere | $ | 315,000 | $ | 285,148 | 5.0 | % | ||||
William F. Kreisher | $ | 264,000 | $ | 258,000 | 2.3 | % | ||||
Leonard Q. Slap | $ | 285,000 | $ | 278,000 | 2.5 | % | ||||
On May 20, 2016, the two-year anniversary of Mr. Fougere's hiring,Messrs. Prior, Benincasa, Kreisher, and as contemplated by his offer letter, the Company promoted Mr. Fougere to Executive Vice President and adjusted Mr. Fougere'sMartin. Ms. Mabey’s base salary from $261,000 per yearwas adjusted in 2020 to $300,000 per year for 2016. Mr. Fougere's salary displayed above takes into effect this mid-year adjustment and the annualized percent increase displayed above shows the increase above hisbetter align her base salary received after his promotion. As previously disclosed, Mr. Fougere departed from his position as Executive Vice President, Business Operations, effective April 13, 2018. Mr. Brad Martin was appointed as Executive Vice President, Business Operations, effective April 30, 2018.
As previously disclosed, Mr. Slap departed from his position as Senior Vice President and General Counsel, effective March 16, 2018. Ms. Mary Mabey, formerly our Deputy General Counsel, was appointed as Senior Vice President and General Counselto that of others in the Company, effective March 21, 2018.
| Named Executive Officer | | | 2019 | | | 2020 | | | Annualized Percent Increase from 2018 | | |||||||||
| Michael T. Prior | | | | $ | 630,000 | | | | | $ | 645,000 | | | | | | 2.4% | | |
| Justin D. Benincasa | | | | $ | 380,000 | | | | | $ | 390,000 | | | | | | 2.6% | | |
| Brad W. Martin | | | | $ | 325,000 | | | | | $ | 335,000 | | | | | | 3.1% | | |
| William F. Kreisher | | | | $ | 277,000 | | | | | $ | 282,000 | | | | | | 1.8% | | |
| Mary M. Mabey | | | | $ | 260,000 | | | | | $ | 275,000 | | | | | | 5.8% | | |
Annual Cash and Equity Bonuses
Annual Cash Bonus
We believe that a substantial bonus opportunity, as measured as a percentage of the executive'sexecutive’s base salary, motivates executive performance because it makes a significant amount of the executive'sexecutive’s overall compensation contingent upon individual and companyCompany performance. Further, such approach enables the Company to avoid a higher fixed cost of annual base salaries and gives us the ability to control a major piece of compensation expense if the Company ever experiences a business reversal.
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For 2017,2020, the annual bonus opportunity for each of our named executive officers was as follows:
Named Executive Officer | | | Opportunity Expressed as % of Base Salary | | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Michael T. Prior | | | | | 100% | | |||||
Justin D. Benincasa | | | | | 75% | | |||||
| | | | 60% | | | |||||
William F. Kreisher | | | | | 50% | | |||||
| | | | | 50% | | |||||
At the end of the year, the Compensation Committee makes an overall assessment of the quality of each named executive officer'sofficer’s performance during the year. For named executive officers other than the Chief Executive Officer, this assessment is based largely on discussions between the Compensation Committee and the Chief Executive Officer. As noted above, the Compensation Committee interacts directly with the Chief Executive Officer to evaluate his performance, in addition to conducting its own independent assessment of his performance and the performance of the Company during the year. For 2017,2020, the target amounts of the bonuses other than with respect to Mr. Fougere as a result of his 2016 promotion, were unchanged from 20162019 levels, based upon the Compensation Committee'sCommittee’s assessment that such targets were reasonable and appropriate.
Although broad performance objectives are identified at the beginning of each year as a means to align individual behavior with Company objectives, it is communicated to each executive that the Compensation Committee always has the full discretion to determine the extent to which bonuses will be paid or not, regardless of the achievement of any such objectives. For named executive officers, the actual amount of annual cash bonus awarded for 20172020 was based on a highly subjective review of a number of factors that are each assigned a recommended weight for each executive, which varies based on the roles and duties of each individual. In general, the Compensation Committee believes that the annual bonuses should be tied to overall Company performance such as significant strategic developments (as assessed by the Compensation Committee) and financial performance, particularly for the most senior members of our management team, such as our Chief Executive Officer and Chief Financial Officer.
Our corporate performance has historically been reviewed by reference to year over yearyear-over-year consolidated Company performance and our Compensation Committee will take note of additional significant overall Company achievements or weaknesses which may or may not have impacted or been reflected in the Company'sCompany’s financial or operational results. For 2017,2020, the weight assigned to each performance factor generally ranged from approximately 35-50% for Company operational and financial performance, 35-50% for individual achievements, including accomplishment of individual goals set for the 20172020 fiscal year, and 15% for general individual performance, including overall quality of the individual'sindividual’s work performance throughout the year. While these weight ranges are presented to the Compensation Committee by our Chief Executive Officer as a guide in connection with his assessment of our executives'executives’ performance during the year, actual bonus awards are subject to the Compensation Committee'sCommittee’s discretion to increase or decrease such amount or weight range for each performance metric based on the Compensation Committee'sCommittee’s review of such individual'seach individual’s performance
and relevant job responsibilities. For the Chief Executive Officer, the Committee generally assigns a higher weight to Company performance than the foregoing range indicates.
Typically, the Company has paid bonuses at levels at or below the target opportunity with the Compensation Committee treating the target bonus opportunity opportunity��percentage as more of a ceiling.ceiling in most years. For 2017,2020, we paid the annual bonuses to our named executive officers described under the column entitled "Bonus"“Non-Equity Incentive Plan Compensation” in theSummary Compensation Table for the reasons described below.
Our Chief Executive Officer was paid an annual bonus of $375,000,$535,000, representing 63%83% of his 20172020 annual target bonus opportunity. In determining compensationthe annual bonus award for the Chief Executive Officer, and, to a lesser extent, all named executive officers, the Compensation Committee took note of the Company's unfavorable financial and operating results and performance below plan in its International Telecom and Renewable Energy segments due primarily to the impact of two severe hurricanes in the U.S. Virgin Islands, as well as delays in the India solar plant builds. While the hurricane impacts were not avoidable and the Board did approve ofconsidered a number of stepsfactors, including (i) achievement of the Chief Executive Officer has taken to positionCompany’s financial plan for the year despite the impacts of the COVID-19 pandemic, (ii) limited pandemic-related health and related issues involving employees and customers engaged by employees, (iii) the opportunistic successful launch of a fully financed bid for Alaska
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Communications Systems, Inc. (“ACS”), (iv) the lack of success on several strategic initiatives pursued for the Company’s operating companies, (v) progress by the Company foron key operational objectives, (vi) the futuresuccess in bringing in a majority partner to the Vibrant Energy business weighed against the low returns and improved performance,stagnant progress on that investment to date, and (vii) the Compensation Committee felt these poor results should be reflectedacquisition on attractive terms of significant minority interests in the entire management team's bonuses, including thatone of the Chief Executive Officer.
Company’s operating subsidiaries.
In reviewing with the Chief Executive Officer the recommendations for annual bonuses to be paid to the other executives, the Compensation Committee considered each officer'snamed executive officer’s contribution to achieving the Company'sCompany’s financial performance and strategic goals, using the weight ranges described above as a general guide.
Our Chief Financial Officer was paid an annual bonus of $210,000,$243,000, or 78%83% of his 20172020 annual target bonus opportunity. The Compensation Committee viewednoted, among other things, in recognizing his individualperformance for the 2020 year: his work supporting the ACS bid, managing expenses towards positive consolidated financial results, and team performance favorably, particularlymaintaining a well-functioning accounting and finance function throughout the pandemic.
Brad Martin was promoted from Executive Vice President, Operations to Chief Operating Officer in March 2021, and was awarded an annual bonus of $181,000, or 90% of his annual bonus opportunity for 2020. Among other things, the Compensation Committee considered (i) his continued work aroundstrong and successful leadership and support for frontline operating leaders on business adjustments with the improvement of finance, accounting and tax reportingonset of the Company's three major new businessespandemic leading to continuity of services and a limited financial impact, (ii) operational improvements in three separate offshore markets, (ii) the integrationshared services and development of the recently expanded and acquired financial and accounting teams,go to market positioning in several subsidiaries, and (iii) his work on improving the Company's capital spending approval process. This individual performance was offset in part by the Company performance noted above.
completion of several operating initiatives that we believe hold promise for improved efficiencies and a more nimble and informed pursuit of revenue growth.
The Compensation Committee determined to pay the following annual bonuses to the other named executive officers and took particular note of the additional factors described below:
•Barry C. Fougere, $120,000
William F. Kreisher, $100,000 or 51%71% of his 20172020 annual target bonus opportunity, reflecting his work on the adverse impactsACS and Vibrant transactions; and
•
Mary M. Mabey, $114,000 or 83% of her 2020 annual target bonus opportunity, reflecting her work in support of the successful ACS bid and to Company performance noted abovecomplete the Vibrant Energy transaction as well as the impactgeneral management of other major projects performing below plan, offsether team through an extremely complex and busy legal and regulatory year in part by his achievements in other areas such as supportthe midst of the senior management team at several operating subsidiaries and improvements to certain shared service platforms;pandemic.
Annual Equity Awards
Under our 2008 Plan, we may grant stock options, restricted stock and other equity awards to our directors, consultants and employees, including our named executive officers. Awards made under the 2008 Plan may be granted subject to conditions and restrictions, including vesting requirements, achievement of performance goals and forfeiture and recapture of shares upon certain events. Our Compensation Committee, composed entirely of independent non-employee directors, grants awards to our employees under our
2008 Plan. Our Chief Executive Officer also has authority to make limited grants under the 2008 Plan to employees of the Company.
In addition to annual equity awards to our officers, we have awarded significant equity compensation in connection with the hiring or promotions of named executive officers. For new hires, the awards typically are made at the next regularly scheduled Compensation Committee meeting following the hire or promotion. In general, we have awarded restricted stock and stock options with time-based vesting schedules of four years, and, in the case of stock options, having a term of ten10 years. Since 2013, the majority of the equity awards granted by the Compensation Committee have been in the form of restricted stock and itrestricted stock units and the Compensation Committee has not issuedgranted option awards to our named executive officers. officers during that period.
This year, after reviewing the practices of the Company’s peers and the broader market and taking into account a year in which the Company’s common stock significantly underperformed the broader market, the Compensation Committee granted equitydecided to introduce performance stock units as an element of long-term
25
incentive compensation for executive officers. At the same time, the committee decided to reduce awards in the form of strictly time-vested restricted stock units.units—both in absolute terms and as a relative portion of an executive’s total compensation potential. The Compensation Committee believes that at this time, givenchange results in better alignment between executive compensation and stockholder returns and with a three-year “cliff” vesting period for the Company's disciplined, long-term approachperformance stock units, does not encourage undue risk taking or a short-term planning horizon.
Accordingly, half of the annual equity compensation award to its investingeach executive officer in March 2021 was composed of performance stock units (based on target level of performance) and operating strategy,half was composed of restricted stock units. As in the past, the restricted stock units are a good tool for aligning, incentivizing, retaining and rewarding our executive officers and more in linevest ratably over four years on each anniversary of the grant date. The performance stock units vest after the end of the three-year performance period, with peers than grantsthe actual number of shares to vest and be issued following vesting based on the relative returns earned by the Company’s stockholders during the performance period compared to the returns earned by the broader market of restricted stock.“small cap” stocks that comprise the Russell 2000 Index, as described in more detail below.
Pursuant to the terms of our performance stock unit award agreement, the Company issued a target number of performance stock units on March 9, 2021, with the actual number of performance stock units earned to be determined by comparing the Company’s total stockholder return (“TSR”) over a three-year period ending March 8, 2024 to the total shareholder return of the Russell 2000 Index for the same period. The relative performance is calculated based on the average closing prices for the 40-day trading period immediately preceding and including each of the first and last days of the three-year performance period ending on March 8, 2024.
The actual number of shares to be issued upon vesting of the performance stock units in the event the Company’s TSR for such period is greater than or equal to zero at the end of the measurement period ranges from 0% (if the Company’s TSR is in the bottom 25% of the peer group) to 150% (if the Company’s stock performance is in the top 25% of the peer group). In the event the Company’s TSR is less than zero for that period, the number of shares to be issued is capped at 100% of target regardless of the level of relative outperformance. Subject to requirements relating to continued employment with the Company through the last day of the performance period ending on March 8, 2024, and to special vesting provisions in case of a change of control, death, disability or retirement, the shares will be delivered on the date (which will be no later than March 15, 2025) that the Compensation Committee however, continuesmakes the determination of the Company’s performance relative to consider other equity-linked incentives from time to time.
the Russell 2000 Index.
On March 7, 2018,9, 2021, the Compensation Committee granted the following equity compensation to the Company'sCompany’s named executive officers as part of the long term incentive compensation plan for each executive's 2017 achievementsexecutive, as well as a recognition of his or her performance in 2020:
| | | | Restricted Stock Unit Awards | | | Performance Stock Unit Awards (at target) | | ||||||
| Michael T. Prior | | | | | 19,350 | | | | | | 19,350 | | |
| Justin D. Benincasa | | | | | 8,100 | | | | | | 8,100 | | |
| Brad W. Martin | | | | | 7,500 | | | | | | 7,500 | | |
| William F. Kreisher | | | | | 2,850 | | | | | | — | | |
| Mary M. Mabey | | | | | 4,800 | | | | | | 4,800 | | |
| Total | | | | | 42,600 | | | | | | 39,750 | | |
In keeping with its practice adopted in 2020, after noting the fairly wide swings in share prices that occurred in the weeks leading up to the equity award determination and general performancesimilar movements in previous years, the Compensation Committee determined the number of restricted stock units to award each recipient by reference to the Company,average closing price for the Company’s common stock for the 20 trading days up to and including the Friday prior to its meeting date, or March 9, 2021. While it retains discretion to change this approach, the Compensation Committee anticipates continuing to use this method in future years which may result in higher or lower average grants in any given year than under the date of grant approach, as described in ourAnnual Cash Bonus disclosure above:
it
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believes that this practice is a fair manner of dealing with the positive or negative impact of short term movements in the Company’s share price.
In approving the annual cash bonus and equity incentive awards, the Compensation Committee assesses the risks associated with the adoption of these awards, including the performance measures and goals for the awards, and concluded that the restricted stock unit grantequity awards described above would not be likely to encourage excessive risk taking, as the restricted stock unitsunit awards typically vest ratably over a period of four years and the performance share unit awards have a cliff vesting period of three years. While the Compensation Committee believes it is an important policy of the Board to seek to keep the aggregate shares underlying outstanding stock options, unvested restricted stock, unvested restricted stock units, and unvested restrictedperformance stock units at a reasonable level in relation to our outstanding equity (calculated on a fully diluted basis), we believethe Compensation Committee believes that equity compensation will remain a critical recruitment, retention and incentive tool.
tool, as well as furthering the alignment of stockholder and employee interests.
Retirement, Benefits and Other Arrangements
In 2008, we adopted a deferred compensation plan for our then existingthen-existing executives. This plan is intended to provide retirement income to our executive officers. It was adopted to offset a reduction in our annual contributions to these executives' accounts under our 401(k) retirement plan that we instituted as a result of the consolidation of our 401(k) plan with similar plans of companies that we acquired. Under this plan, we make quarterly credits equal to 8% of the executive's then current base salary to an account on behalf of the executive. In addition to these quarterly credits, we may make additional credits in our sole discretion. See the description of the deferred compensation plan under the captionNon-Qualified Deferred Compensation Plan Transactions in 2017 for additional information regarding the deferred compensation plan. Executives hired after 2008 do not participate in this plan. Except for
this plan, our named executive officers currently do not receive any benefits, including retirement, medical and dental, life and disability insurance, whichthat are not also available to all of our employees.
Severance Agreements
In 2016,March 2019, we entered into severanceamended executive agreements with each of our named executive officers.officers that provide severance benefits. These severance agreements provide each executive with severance pay upon termination as described therein in exchange for standard covenants of confidentiality, non-competition, non-solicitation and non-circumvention for a one year-period following termination and a standard release and waiver of claims. In the event of a termination by the Company without "cause"“cause” or by the executive for "good reason"“good reason” and in the absence of a "change“change in control" (eachcontrol” (each as defined in the agreements), each executive would be entitled to (i) severance pay in the amount of one times his or her base salary (and in the case of our Chief Executive Officer, or CEO, one and a half times his or her base salary) and (ii) COBRA continuation coverage at a rate equal to the rate paid by active employees during the twelve months following the termination (eighteen months in the case of the CEO)Chief Executive Officer). In the event of a termination by the Company without "cause"“cause” or by the executive for "good reason"“good reason” either three months prior to, or twelve months (eighteen months in the case of the CEO)Chief Executive Officer) following, a change in control (as defined in the Executive Severance Agreements)amended severance agreements), such executive would be entitled to (i) severance pay in the amount of one times (and in the case of the CEO,Chief Executive Officer, one and a half times) his or her base salary, (ii) such executive'sexecutive’s maximum target incentive compensation for such year (and in the case of the CEO,Chief Executive Officer, one and a half times such target), excluding any eligible amounts of equity compensation, (iii) COBRA continuation coverage at a rate equal to the rate paid by active employees during the twelve months following the termination (eighteen months in the case of the CEO)Chief Executive Officer) and (iv) the immediate vesting of all restricted stock, restricted stock units or stock options held by such executive.
Stock Ownership Guidelines
We maintain stock ownership guidelines for our executive officers and our directors to further align the interests of management and our directors with those of our stockholders. The ownership guidelines require stock ownership having a “target dollar value,” which consists of the value of common stock owned by the executive officer or director as a multiple of that executive officer’s base salary or the director’s annual cash retainer, as shown in the table below:
| Position | | | Individual Guideline Level | |
| Chief Executive Officer | | | 5x annual base salary | |
| All other Executive Officers | | | 2x annual base salary | |
| Non-Executive Directors | | | 2x annual retainer | |
“Target dollar value” generally is based on the number of (i) shares of common stock and (ii) vested shares of restricted stock units with respect to which delivery of an equivalent number of underlying shares has been deferred, in each case “beneficially owned” (as defined by the SEC in Rule 13d-3 promulgated under the Exchange Act) by the executive officer or director, and does not include unvested shares of restricted stock, unvested restricted stock units, performance share units, or unexercised stock options. The value is computed as of the last trading day of each fiscal year, based on the closing price of our common stock as reported on Nasdaq, rounded to the nearest 100 shares.
For the calculation of satisfaction of the guideline for non-executive directors, the value of the annual retainer includes amounts payable to such director for annual stock or cash compensation, but does not include any additional retainer paid as a result of service as a Board chair, lead independent director, committee chair or committee member.
Unless and until an executive officer or non-executive director has satisfied his or her applicable guideline level, the executive officer or non-executive director is required to retain an amount equal to 75% of the net shares received as the result of the exercise, vesting or payment of any Company equity awards granted to the executive officer or non-executive director. “Net shares” means those shares that remain after shares are sold or withheld, as the case may be, to (i) pay any applicable exercise price for an equity award (e.g., stock options, stock appreciation rights) or (ii) satisfy any immediate withholding taxes arising in connection with the exercise, vesting or payment of an equity award (e.g., stock options, stock appreciation rights, restricted stock units, restricted stock).
All of our named executive officers and directors were in compliance with the policy as of December 31, 2020, however, Messrs. Eisenstein, Ganong, Kennedy, and Martin and Mmes. Lenehan and Mabey, have not yet reached the ownership guideline as each of them first became non-executive directors or executive officers in the last three years.
Our Insider Trading and Anti-Hedging Policy expressly states that directors, officers and employees are prohibited from engaging in “short sales” or any hedging or monetization transactions, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds.
“Say on Pay"Pay” Advisory Approval of Executive Compensation
At the 2017our 2020 Annual Meeting, stockholders voted on a non-binding and advisory basis, and the Board elected, to hold an advisory vote of stockholders to approve the compensation of our named executive officers every three years. Stockholders will again be asked, on an advisory basis, to approve the compensation of our named executive officers at the 2020our 2023 Annual Meeting. At the 2017our 2020 Annual Meeting, the last Annual Meeting at which our stockholders voted on our named executive officer compensation, more than 80%95% of the shares present, or presentrepresented by proxy, and entitled to vote at the 20172020 Annual Meeting approved our named executive officer compensation. While the approval in 20172020 was advisory and non-binding in nature, the Board of Directors and Compensation Committee value the opinion of stockholders and consider this outcome as an indication that stockholders agree that our executive compensation programs use appropriate structures and policies that are effective in achieving our Company'sCompany’s goals and objectives. As a consequence, the Compensation Committee has not made significant changes in our executive compensation programs as a result of the advisory vote.
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Compensation Committee Report
Each member of the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.
By the Compensation Committee
James S. Eisenstein
Liane J. Pelletier
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The table below summarizes the total compensation paid to, or earned by, each of our named executive officers for each of fiscal years ended December 31, 2017, 20162020, 2019 and 2015.2018.
| Name and Principal Position | | | Year | | | Salary ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Stock Awards(1) ($) | | | All Other Compensation(2) ($) | | | Total ($) | | ||||||||||||||||||
| Michael T. Prior | | | | | 2020 | | | | | | 645,000 | | | | | | 535,000 | | | | | | 1,405,555 | | | | | | 68,385 | | | | | | 2,653,940 | | |
| Chairman, Chief Executive Officer and President | | | | | 2019 | | | | | | 630,000 | | | | | | 525,000 | | | | | | 1,393,000 | | | | | | 75,523 | | | | | | 2,623,523 | | |
| | | | 2018 | | | | | | 615,000 | | | | | | 554,000 | | | | | | 1,617,660 | | | | | | 85,474 | | | | | | 2,872,134 | | | ||
| Justin D. Benincasa | | | | | 2020 | | | | | | 390,000 | | | | | | 243,000 | | | | | | 549,327 | | | | | | 44,440 | | | | | | 1,226,767 | | |
| Chief Financial Officer | | | | | 2019 | | | | | | 380,000 | | | | | | 245,000 | | | | | | 540,484 | | | | | | 46,747 | | | | | | 1,212,231 | | |
| | | | | | 2018 | | | | | | 370,000 | | | | | | 250,000 | | | | | | 627,000 | | | | | | 49,818 | | | | | | 1,296,818 | | |
| Brad W. Martin (3) | | | | | 2020 | | | | | | 335,000 | | | | | | 181,000 | | | | | | 395,103 | | | | | | 11,400 | | | | | | 922,503 | | |
| Executive Vice President Business Operations | | | | | 2019 | | | | | | 325,000 | | | | | | 170,000 | | | | | | 317,604 | | | | | | 11,200 | | | | | | 823,804 | | |
| | | | 2018 | | | | | | 212,500 | | | | | | 121,000 | | | | | | 397,500 | | | | | | 4,875 | | | | | | 735,875 | | | ||
| William F. Kreisher | | | | | 2020 | | | | | | 282,000 | | | | | | 100,000 | | | | | | 337,849 | | | | | | 35,112 | | | | | | 754,961 | | |
| Senior Vice President, Corporate Development | | | | | 2019 | | | | | | 277,000 | | | | | | 111,000 | | | | | | 351,036 | | | | | | 36,633 | | | | | | 775,669 | | |
| | | | 2018 | | | | | | 270,000 | | | | | | 122,000 | | | | | | 407,550 | | | | | | 38,464 | | | | | | 838,014 | | | ||
| Mary M. Mabey (4) | | | | | 2020 | | | | | | 275,000 | | | | | | 114,000 | | | | | | 330,112 | | | | | | 10,255 | | | | | | 729,367 | | |
| Senior Vice President, General Counsel and Corporate Secretary | | | | | 2019 | | | | | | 260,000 | | | | | | 112,000 | | | | | | 306,460 | | | | | | 10,774 | | | | | | 689,234 | | |
| | | | 2018 | | | | | | 225,500 | | | | | | 107,000 | | | | | | 156,750 | | | | | | 11,513 | | | | | | 500,763 | | | ||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Michael T. Prior | 2017 | 600,000 | 375,000 | 1,495,770 | — | 201,911 | 2,672,681 | |||||||||||||||
Chief Executive Officer | 2016 | 590,000 | 590,000 | 1,601,109 | — | 156,753 | 2,937,862 | |||||||||||||||
| 2015 | 590,000 | 525,000 | 1,386,210 | — | 109,744 | 2,610,954 | ||||||||||||||||
Justin D. Benincasa | 2017 | 360,000 | 210,000 | 546,400 | — | 99,439 | 1,215,839 | |||||||||||||||
Chief Financial Officer | 2016 | 351,000 | 262,000 | 584,880 | — | 83,890 | 1,281,770 | |||||||||||||||
| 2015 | 348,000 | 233,000 | 600,691 | — | 60,731 | 1,242,422 | ||||||||||||||||
Barry C. Fougere | 2017 | 315,000 | 120,000 | 402,970 | — | 26,561 | 864,531 | |||||||||||||||
Former Executive Vice President, | 2016 | 285,000 | 180,000 | 402,105 | — | 25,430 | 892,535 | |||||||||||||||
Business Operations(3) | 2015 | 258,000 | 114,000 | 191,429 | — | 18,183 | 581,612 | |||||||||||||||
William F. Kreisher | 2017 | 264,000 | 93,000 | 361,990 | — | 80,964 | 799,954 | |||||||||||||||
Senior Vice President, | 2016 | 258,000 | 129,000 | 387,483 | — | 65,009 | 839,492 | |||||||||||||||
Corporate Development | 2015 | 255,000 | 120,000 | 389,459 | — | 46,361 | 810,820 | |||||||||||||||
Leonard Q. Slap | 2017 | 285,000 | 93,000 | 324,425 | — | 25,277 | 727,702 | |||||||||||||||
Former Senior Vice President | 2016 | 278,000 | 139,000 | 347,273 | — | 28,017 | 792,290 | |||||||||||||||
and General Counsel(4) | 2015 | 275,000 | 126,000 | 349,853 | — | 27,555 | 778,408 | |||||||||||||||
(1)
(1)- The amounts in this column reflect the grant date fair value presented in accordance with FASB ASC Topic 718, of awards granted pursuant to our equity incentive plans. Stock
and optionawards are valued at their grant date fair value. Does not include restricted stock unit grants made on March7, 20189, 2021 for20172020 achievements. A discussion of the assumptions used in determining grant date fair value may be found in Note1011 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31,2017.2020.
(2)
(2)
The amounts in this column reflect matching contributions made by us to each of the named executive officers pursuant to the ATN International, Inc. 401(k) Plan, contributions made by us to a non-qualified deferred compensation plan for Messrs. Prior, Benincasa and Kreisher, and dividends earned on unvested restricted stock awards.awards for Messrs. Prior, Benincasa, and Kreisher and Ms. Mabey.
(3)
(3)
Mr. Fougere departed from his position as Executive Vice President, Business Operations, effectiveMartin joined us in April 13, 2018. His annual salary and performance based cash bonus included in the table above for the 2018 fiscal year represent amounts actually paid based on partial year service and have not been annualized.
(4)
(4)Mr. Slap departed from his position as Senior Vice President
Ms. Mabey joined the Company in 2009 and was appointed General Counsel effectivein March 16,2018, previously serving as our Deputy General Counsel. Her annual salary and performance based cash bonus included in the table above for the 2018 fiscal year represent amounts actually paid to her during 2018.
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Grants of Plan-Based Awards in 2017
The table below sets forth additional information regarding stock and option awards granted to our named executive officers during the fiscal year ended December 31, 2017.2020:
| Name | | | Grant Date | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (2) | | | Grant Date Fair Value of Stock and Option Awards ($)(3) | | ||||||||||||||||||||||||
| | Threshold(1) | | | Target | | | Maximum(1) | | |||||||||||||||||||||||||||||
| Michael T. Prior | | | | | 3/11/20 | | | | | | — | | | | | $ | 645,000 | | | | | | — | | | | | | 27,250 | | | | | | 1,405,555 | | |
| Justin D. Benincasa | | | | | 3/11/20 | | | | | | — | | | | | $ | 292,500 | | | | | | — | | | | | | 10,650 | | | | | | 549,327 | | |
| Brad W. Martin | | | | | 3/11/20 | | | | | | — | | | | | $ | 201,000 | | | | | | — | | | | | | 7,660 | | | | | | 395,103 | ��� | |
| William F. Kreisher | | | | | 3/11/20 | | | | | | — | | | | | $ | 141,000 | | | | | | — | | | | | | 6,550 | | | | | | 337,849 | | |
| Mary M. Mabey | | | | | 3/11/20 | | | | | | — | | | | | $ | 137,500 | | | | | | — | | | | | | 6,400 | | | | | | 330,112 | | |
Name | | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(1) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Michael T. Prior | Restricted Stock Grant | 3/8/17 | 21,900 | — | — | 1,495,770 | ||||||||||||
Justin D. Benincasa | Restricted Stock Grant | 3/8/17 | 8,000 | — | — | 546,400 | ||||||||||||
Barry Fougere | Restricted Stock Grant | 3/8/17 | 5,900 | — | — | 402,970 | ||||||||||||
Former Executive Vice President, | ||||||||||||||||||
Business Operations | ||||||||||||||||||
William F. Kreisher | Restricted Stock Grant | 3/8/17 | 5,300 | — | — | 361,990 | ||||||||||||
Senior Vice President, | ||||||||||||||||||
Corporate Development | ||||||||||||||||||
Leonard Q. Slap | Restricted Stock Grant | 3/8/17 | 4,750 | — | — | 324,425 | ||||||||||||
Former Senior Vice President, | ||||||||||||||||||
General Counsel | ||||||||||||||||||
(1)
(1)- There are no threshold or maximum payouts established under the Company’s non-equity incentive plan.
(2)
These securities vest ratably on March 11, 2021, 2022, 2023 and 2024.
(3)
The amounts in this column reflect the grant date fair value of awards determined as set forth in footnote 1 to ourSummary Compensation Table.
(2)The securities vest in four equal installments on each of March 8, 2018, 2019, 2020 and 2021.
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·
Outstanding Equity Awards at Fiscal Year-End 2017
2020
2020
The table below sets forth additional information regarding the equitystock awards granted to our named executive officers that were outstanding as of December 31, 2017.2020.
| | | | | | | | | | Stock Awards Restricted Shares and Units That Have Not Yet Vested | | |||||||||
| Name | | | Grant Date | | | Number of Shares | | | Market Value ($) (2) | | |||||||||
| Michael T. Prior (1) | | | | | 3/11/20 | | | | | | 27,250 | | | | | | 1,137,960 | | |
| | | | | | 3/13/19 | | | | | | 18,750 | | | | | | 783,000 | | |
| | | | | | 3/7/18 | | | | | | 12,900 | | | | | | 538,704 | | |
| | | | | | 3/8/17 | | | | | | 5,475 | | | | | | 228,636 | | |
| Justin D. Benincasa (1) | | | | | 3/11/20 | | | | | | 10,650 | | | | | | 444,744 | | |
| | | | | | 3/13/19 | | | | | | 7,275 | | | | | | 303,804 | | |
| | | | | | 3/7/18 | | | | | | 5,000 | | | | | | 208,806 | | |
| | | | | | 3/8/17 | | | | | | 2,000 | | | | | | 83,520 | | |
| Brad W. Martin (1) | | | | | 3/11/20 | | | | | | 7,660 | | | | | | 319,882 | | |
| | | | | | 3/13/19 | | | | | | 4,275 | | | | | | 178,524 | | |
| | | | | | 4/30/18(3) | | | | | | 3,750 | | | | | | 156,600 | | |
| William F. Kreisher (1) | | | | | 3/11/20 | | | | | | 6,550 | | | | | | 273,528 | | |
| | | | | | 3/13/19 | | | | | | 4,725 | | | | | | 197,316 | | |
| | | | | | 3/7/18 | | | | | | 3,250 | | | | | | 135,720 | | |
| | | | | | 3/8/17 | | | | | | 1,325 | | | | | | 55,332 | | |
| Mary M. Mabey (1) | | | | | 3/11/20 | | | | | | 6,400 | | | | | | 267,264 | | |
| | | | | | 3/13/19 | | | | | | 4,125 | | | | | | 172,260 | | |
| | | | | | 3/7/18 | | | | | | 1,250 | | | | | | 52,200 | | |
| | | | | | 3/8/17 | | | | | | 337 | | | | | | 14,073 | | |
| | | | | | | Stock Awards | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Option Awards | ||||||||||||||||||||
| | | Restricted Shares That Have Not Vested(1) | ||||||||||||||||||||
| | | Number of Securities Underlying Unexercised Options(1) | | | ||||||||||||||||||
| | Grant Date | Exercise Price ($) | Expiration Date | Number of Shares | Market Value ($)(2) | |||||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||||||
Michael T. Prior | 3/8/17 | — | — | — | — | 21,900 | 1,210,194 | |||||||||||||||
President and Chief | 3/9/16 | — | — | — | — | 16,425 | 907,646 | |||||||||||||||
Executive Officer | 3/17/15 | — | — | — | — | 10,500 | 580,230 | |||||||||||||||
| 3/20/14 | — | — | — | — | 5,500 | 303,930 | ||||||||||||||||
| 3/27/13 | — | — | — | — | — | — | ||||||||||||||||
| 3/22/12 | 30,000 | — | 37.36 | 3/22/22 | — | — | ||||||||||||||||
| 3/15/11 | 7,500 | — | 32.96 | 3/15/21 | — | — | ||||||||||||||||
| 2/11/10 | 25,000 | — | 46.85 | 2/11/20 | — | — | ||||||||||||||||
Justin D. Benincasa | 3/8/17 | — | — | — | — | 8,000 | 442,080 | |||||||||||||||
Chief Financial Officer | 3/9/16 | — | — | — | — | 6,000 | 331,560 | |||||||||||||||
| 3/17/15 | — | — | — | — | 4,550 | 251,433 | ||||||||||||||||
| 3/20/14 | — | — | — | — | 2,375 | 131,243 | ||||||||||||||||
| 3/27/13 | — | — | — | — | — | — | ||||||||||||||||
| 3/22/12 | 10,000 | — | 37.36 | 3/22/22 | — | — | ||||||||||||||||
| 3/15/11 | 16,967 | — | 32.96 | 3/15/21 | — | — | ||||||||||||||||
| 2/11/10 | 15,854 | — | 46.85 | 2/11/20 | — | — | ||||||||||||||||
Barry C. Fougere | 3/8/17 | — | — | — | — | 5,900 | 326,034 | |||||||||||||||
Former Executive Vice President, | 3/9/16 | — | — | — | — | 4,125 | 227,948 | |||||||||||||||
Business Operations | 3/17/15 | — | — | — | — | 1,450 | 80,127 | |||||||||||||||
| 5/20/14 | — | — | — | — | 2,031 | 112,233 | ||||||||||||||||
William F. Kreisher | 3/8/17 | — | — | — | — | 5,300 | 292,878 | |||||||||||||||
Senior Vice President, | 3/9/16 | — | — | — | — | 3,975 | 219,659 | |||||||||||||||
Corporate Development | 3/17/15 | — | — | — | — | 2,950 | 163,017 | |||||||||||||||
| 3/20/14 | — | — | — | — | 1,500 | 82,890 | ||||||||||||||||
| 3/27/13 | — | — | — | — | — | — | ||||||||||||||||
| 3/22/12 | 15,000 | — | 37.36 | 3/22/22 | — | — | ||||||||||||||||
| 3/15/11 | 8,000 | — | 32.96 | 3/15/21 | — | — | ||||||||||||||||
| 2/11/10 | 15,000 | — | 46.85 | 2/11/20 | — | — | ||||||||||||||||
Leonard Q. Slap | 3/8/17 | — | — | — | — | 4,750 | 262,485 | |||||||||||||||
Former Senior Vice President, | 3/9/16 | — | — | — | — | 3,562 | 196,836 | |||||||||||||||
General Counsel | 3/17/15 | — | — | — | — | 2,650 | 146,439 | |||||||||||||||
| 3/20/14 | — | — | — | — | 1,250 | 69,075 | ||||||||||||||||
| 3/27/13 | — | — | — | — | — | — | ||||||||||||||||
| 3/22/12 | 3,750 | — | 37.36 | 3/22/22 | — | — | ||||||||||||||||
| 3/15/11 | 2,500 | — | 32.96 | 3/15/21 | — | — | ||||||||||||||||
| 6/15/10 | 6,250 | — | 44.12 | 6/15/20 | — | — | ||||||||||||||||
(1)
(1)GrantsUnless otherwise noted, grants vest 25% annually commencing one year from the date of grant.
(2)
(2)Stock awards are valued
Valued at $55.26$41.76 per share, the closing price of our stock on December 31, 2017.2020.
(3)
32
Option Exercises and Stock Vested in 2017
The table below sets forth information with respect to our named executive officers regarding all options that were exercised and restricted stock that vested during 2017.2020.
| Name | | | Stock Awards | | ||||||||||||
| | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) | | | ||||||||||
| Michael T. Prior | | | | | 23,650 | | | | | | 1,260,862 | | | | ||
| Justin D. Benincasa | | | | | 8,925 | | | | | | 475,869 | | | | ||
| Brad W. Martin | | | | | 5,175 | | | | | | 306,209 | | | | ||
| William F. Kreisher | | | | | 5,850 | | | | | | 311,906 | | | | ||
| Mary M. Mabey | | | | | 2,688 | | | | | | 141,893 | | | | ||
| | Option Awards | Stock Awards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | |||||||||
Michael T. Prior | — | — | 22,475 | 1,610,670 | |||||||||
Chief Executive Officer | |||||||||||||
Justin D. Benincasa | 4,179 | 150,193 | 9,650 | 692,510 | |||||||||
Chief Financial Officer | |||||||||||||
Barry Fougere | — | — | 4,131 | 276,546 | |||||||||
Former Executive Vice President, | |||||||||||||
Business Operations | |||||||||||||
William F. Kreisher | 2,872 | 135,702 | 7,800 | 558,278 | |||||||||
Senior Vice President, | |||||||||||||
Corporate Development | |||||||||||||
Leonard Q. Slap | — | — | 5,763 | 413,050 | |||||||||
Former Senior Vice President | |||||||||||||
and General Counsel | |||||||||||||
(1)
(1)Reflects the difference between the market price of the option awards at exercise and the grant date exercise price of such options.(2)- Reflects the market value of the shares based on the
vesting dateclosing price of our commonstock.
The following table provides information regarding our equity compensation plans as of December 31, 2017:
2020:
Equity Compensation Plan Information
| | | | (a) | | | (b) | | | (c) | | |||||||||
| | | | Number of Securities to be Issued upon Exercise of Outstanding Warrants, Options and Rights | | | Weighted Average Exercise Price of Outstanding Warrants, Options and Rights ($) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a)) | | |||||||||
| Equity compensation plans approved by security holders: | | | | | | | | | | | | | | | | | | | |
| 2008 Equity Incentive Plan | | | | | 15,000 | | | | | | 50.33 | | | | | | 609,550 | | |
| Equity compensation plans not approved by security holders: | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 15,000 | | | | | | 50.33 | | | | | | 609,550 | | |
| | (a) | (b) | (c) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | Number of Securities to be Issued upon Exercise of Outstanding Warrants, Options and Rights | Weighted Average Exercise Price of Outstanding Warrants, Options and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a)) | |||||||
Equity compensation plans approved by security holders: | ||||||||||
2008 Equity Incentive Plan | 200,021 | $ | 41.76 | 881,477 | ||||||
Equity compensation plans not approved by security holders: | — | — | — | |||||||
Total | 200,021 | 41.76 | 881,477 | |||||||
33
Non-Qualified Deferred Compensation Plan Transactions in 2017
The following table sets forth contributions by us to our deferred compensation plan for fiscal 2017.2020.
| Name | | | Executive Contributions in Last Fiscal Year ($) | | | Registrant Contributions in Last Fiscal Year ($)(1) | | | Aggregate Earnings in Last Fiscal Year ($)(1) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last Fiscal Year End ($) | | |||||||||||||||
| Michael T. Prior | | | | | — | | | | | | 51,600 | | | | | | 104,923 | | | | | | — | | | | | | 944,307 | | |
| Justin D. Benincasa | | | | | — | | | | | | 31,200 | | | | | | 64,258 | | | | | | — | | | | | | 545,727 | | |
| Brad W. Martin(2) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| William F. Kreisher | | | | | — | | | | | | 22,560 | | | | | | 70,579 | | | | | | — | | | | | | 458,179 | | |
| Mary M. Mabey(2) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Michael T. Prior | — | 48,000 | 78,669 | — | 619,777 | |||||||||||
Justin D. Benincasa | — | 28,800 | 34,777 | — | 337,877 | |||||||||||
Barry C. Fougere(2) | — | — | — | — | — | |||||||||||
William F. Kreisher | — | 21,120 | 32,261 | — | 272,458 | |||||||||||
Leonard Q. Slap(2) | — | — | — | — | — | |||||||||||
(1)
(1)- The amounts reported in this column are reported for fiscal
20172020 in the"All“All OtherCompensation"Compensation” column of theSummary Compensation Table.
(2)
(2)Messrs. Slap
Mr. Martin and FougereMs. Mabey are not participants in our deferred compensation plan.
(3)The amounts in this column were previously reported as "other compensation" to the named executive officers in the Summary Compensation Table for prior years.
Effective as of December 5, 2008, we adopted a non-qualified deferred compensation plan for our then existing executive officers. This plan is intended to provide retirement income to our executive officers and was adopted to offset a reduction in our annual contributions to those executives'executives’ accounts under our 401(k) retirement plan that we instituted as a result of the consolidation of our 401(k) plan with similar plans of companies that we acquired. Accordingly, we do not expect to add newly hired executives to this plan. Under this plan, we make quarterlybi-weekly credits equal to 8% of the executive officer'sofficer’s then current quarterly base salary to an account in the plan on behalf of the executive. In addition to these quarterlybi-weekly credits, the Compensation Committee may make additional credits in its sole discretion. Credits to such executive officer'sofficer’s account under the plan will be deemed to be invested in one or more investment funds selected by the executive officer from among alternatives approved by the Compensation Committee.officer. Overall investment return is dependent upon the performance of each executive officer'sofficer’s selected investment alternatives. Credits will be fully vested at all times and the executive officers will have a nonforfeitablenon-forfeitable interest in the balance of their respective accounts. Benefits under the plan are payable upon a separation from service in a cash lump sum or in accordance with a fixed schedule elected by the executive officer. Distributions may be made prior to the executive officer'sofficer’s separation from service only for certain financial hardship reasons. The plan is intended to be compliant with Section 409A of the Internal Revenue Code of 1986, as amended, and to constitute a non-qualified, unfunded executive benefit plan.
We have entered into severance agreements with each of our named executive officers. For a description of these agreements, please see "—Severance Agreements"“Severance Agreements” above. The following table sets forth the estimated payments and benefits that would be provided to each of the named executive officers, upon termination or a termination following a change in control. The payments and benefits
were calculated assuming that the triggering event took place on December 29, 2017,31, 2020, the last business day of our fiscal year, and using the closing market price of our common stock on that date, $55.26.
$41.76.
Named Executive Officer | Event | Salary & Other Cash Payment | COBRA Benefits | Acceleration of Vesting of Certain Equity | Vesting of Unvested Stock Options | Vesting of Stock Awards | Total | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Michael T. Prior | Termination Without Cause or for Good Reason | $ | 1,519,777 | (1) | $ | 37,103 | N/A | — | — | $ | 1,556,880 | ||||||||||
| Change in Control Termination | $ | 2,419,777 | (1) | $ | 37,103 | 100 | % | — | $ | 3,002,000 | $ | 5,458,879 | |||||||||
Justin D. Benincasa | Termination Without Cause or for Good Reason | $ | 697,877 | (1) | $ | 24,735 | N/A | — | — | $ | 722,612 | ||||||||||
| Change in Control Termination | $ | 967,877 | (1) | $ | 24,735 | 100 | % | — | $ | 1,156,316 | $ | 2,148,928 | |||||||||
Barry C. Fougere | Termination Without Cause or for Good Reason | $ | 315,000 | $ | 25,062 | (2) | — | — | $ | 340,062 | |||||||||||
| Change in Control Termination | $ | 551,250 | $ | 25,062 | 100 | % | — | $ | 746,342 | $ | 1,322,653 | ||||||||||
William F. Kreisher | Termination Without Cause or for Good Reason | $ | 536,458 | (1) | $ | 24,735 | N/A | — | — | $ | 561,193 | ||||||||||
| Change in Control Termination | $ | 668,458 | (1) | $ | 24,735 | 100 | % | — | $ | 758,444 | $ | 1,451,637 | |||||||||
Leonard Q. Slap | Termination Without Cause or for Good Reason | $ | 285,000 | $ | 24,735 | N/A | — | — | $ | 309,735 | |||||||||||
| Change in Control Termination | $ | 427,500 | $ | 24,735 | 100 | % | — | $ | 674,835 | $ | 1,127,070 | ||||||||||
34
Named Executive Officer Event Salary &
Other
Cash
Payment(1) COBRA
Benefits Acceleration of
Vesting of
Certain Equity Vesting of
Stock
Awards Total Michael T. Prior Termination Without
Cause or for Good
Reason $ 1,911,807 $ 43,198 N/A $ — $ 1,955,005 Change in Control
Termination 2,879,307 43,198 100% 2,688,300 5,610,805 Justin D. Benincasa Termination Without
Cause or for Good
Reason 935,727 27,818 N/A — 963,545 Change in Control
Termination 1,228,227 27,818 100% 1,040,868 2,296,913 Brad W. Martin Termination Without
Cause or for Good
Reason 335,000 28,799 N/A — 363,799 Change in Control
Termination 536,000 28,799 100% 655,006 1,219,805 William F. Kreisher Termination Without
Cause or for Good
Reason 740,179 28,468 N/A — 768,647 Change in Control
Termination 824,779 28,468 100% 661,896 1,515,143 Mary M. Mabey Termination Without
Cause or for Good
Reason 275,000 28,593 N/A — 303,593 Change in Control
Termination 412,500 28,593 100% 505,797 946,890 (1)Includes payments under our Non-Qualified Deferred Compensation Plan not triggered by any severance arrangement andduepayable to the employee upon any termination or resignation of employment.(2)Upon termination without cause or for good reason as of December 29, 2017, Mr. Fougere would be entitled to the immediate vesting of 1,378 shares of restricted stock.Mr. Fougere departed from his position as Executive Vice President, Business Operations, effective April 13, 2018. Mr. Fougere has executed an agreement with the Company that includes a release, waiver and other customary provisions and will receive the severance pay provided for under his severance agreement, dated March 6, 2016, with the Company.Mr. Slap departed from his position Senior Vice President, General Counsel and Secretary, effective March 16, 2018. Mr. Slap has executed an agreement with the Company that includes a release, waiver and other customary provisions and will receive the severance pay provided for under his severance agreement, dated March 6, 2016, with the Company.
Pursuant torecentlyrules adoptedrules underpursuant to the Dodd-Frank Act, we have included in this Proxy Statementdisclosure ofa reasonable estimate of theCEOChief Executive Officer to median employee pay ratio for20172020 annual compensation. We identified the median employee based on20172019 taxable wages for all individuals, excluding ourCEO,Chief Executive Officer, employed by us on December 31,20172019 (whether employed on a full-time, part-time, or seasonal basis). For such employees, we annualized the compensation for any full-time employees not employed for the entire20172019 fiscal year, but not for any part-time employees. Other than as set forth above, we did not make any assumptions, adjustments, or estimates with respect to taxable wages. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the20172020 Summary Compensation Table set forth elsewhere in this Proxy Statement. The annual total compensation of our median employee for20172020 was$32,000.approximately $43,460. As disclosed in the Summary Compensation Table, ourCEO'sChief Executive Officer’s annual total compensation for20172020 was$2,672,681.$2,653,940. Based on the foregoing, our estimate of the ratio of the annual total compensation of ourCEOChief Executive Officer to the median of the annual total compensation of all other employees was84:approximately 55:1.The foregoing calculation reflects employees located in all of theCompany'sCompany’s operating jurisdictions. At year end, we had approximately 700 employees in the United States and the United States Virgin Islands, and approximately1,1001,000 employees internationally, principally in Bermuda, the Cayman Islands, Guyana and India, with employees and contractors in Guyana accounting for over half of our employees outside of the United States. For purposes of this calculation, we excluded 3 employees in Canada, approximately 3535
employees in India and 4 employees in Singapore, as they represent less than 5% of our employee population. After excluding these employees, we had approximately 1,050 international employees. Our estimate, using the same compensation measure of taxable wages, of the ratio of the annual total compensation of our CEOChief Executive Officer to the median of the annual total compensation of our United States employees (excluding the CEO)Chief Executive Officer) is 34:28:1. Given the different methodologies that public companies will use to determine an estimate of their pay ratio, the estimated ratios reported above should not be used as a basis for comparison between companies.
In order to give some context to the median annual employee compensation, information regarding the gross domestic product (GDP) per capita for the Company'sCompany’s main operating areas, as reported by The World Factbook, as published by the Central Intelligence Agency, including estimates of GDP for various years ranging from 2013 through 2017the most recent year available, is set forth below. This information regarding GDP per capita is deemed to be furnished and not filed.
| Country | | | GDP per capita | | |||
| Bermuda | | | | $ | 99,400 | | |
| Cayman Islands | | | | | 58,808 | | |
| Guyana | | | | | 8,100 | | |
| U.S. Virgin Islands | | | | | 37,000 | | |
| United States | | | | | 59,800 | | |
Country | GDP per capita | |||
|---|---|---|---|---|
Bermuda | $ | 85,700 | ||
Cayman Islands | $ | 58,808 | ||
Guyana | $ | 8,300 | ||
India | $ | 7,200 | ||
U.S. Virgin Islands | $ | 36,100 | ||
United States | $ | 59,500 | ||
36
Our Compensation Committee has the responsibility of reviewing and making recommendations to the Board regarding director compensation. We use a combination of cash and stock-based incentive compensation to attract and retain qualified directors. In setting director compensation, we consider the time demand and the requisite knowledge and expertise required for our directors to effectively fulfill their duties and responsibilities to us and our stockholders. We also consider the compensation set by our peer companies in our determination of director compensation.
2020 Director Compensation Table
The table below summarizes the compensation paid to, or earned by, our non-employee directors for the fiscal year ended December 31, 2017.2020. Mr. Michael Prior, our Chairman and Chief Executive Officer, does not receive any compensation for his Board service beyond the compensation he receives as an executive officer of the Company.
2017 Director Compensation Table
The table below summarizes the compensation earned by each named director as of December 31, 2017:
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other Compensation | | | Total ($) | | ||||||||||||
| Bernard J. Bulkin(2) | | | | | 100,000 | | | | | | 111,199 | | | | | | — | | | | | | 211,199 | | |
| James Eisenstein | | | | | 61,500 | | | | | | 111,199 | | | | | | — | | | | | | 172,699 | | |
| Richard J. Ganong | | | | | 65,000 | | | | | | 111,199 | | | | | | — | | | | | | 176,199 | | |
| John C. Kennedy | | | | | 54,000 | | | | | | 111,199 | | | | | | — | | | | | | 165,199 | | |
| Pamela F. Lenehan | | | | | 60,000 | | | | | | 111,199 | | | | | | — | | | | | | 171,199 | | |
| Liane J. Pelletier | | | | | 82,500 | | | | | | 111,199 | | | | | | — | | | | | | 193,699 | | |
| Charles J. Roesslein | | | | | 73,000 | | | | | | 111,199 | | | | | | — | | | | | | 184,199 | | |
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cornelius B. Prior, Jr. | 140,000 | — | 8,745 | 148,745 | |||||||||
Martin L. Budd | 75,000 | 105,000 | — | 180,000 | |||||||||
Bernard J. Bulkin | 52,000 | 105,000 | — | 157,000 | |||||||||
Michael T. Flynn | 67,500 | 105,000 | — | 172,500 | |||||||||
Liane J. Pelletier | 63,500 | 105,000 | — | 168,500 | |||||||||
Charles J. Roesslein | 72,000 | 105,000 | — | 177,000 | |||||||||
(1)
(1)- The amounts in this column reflect the grant date fair value calculated in accordance with FASB ASC Topic 718, of awards granted pursuant to our Non-Employee Directors Compensation Policy and our 2008 Plan.
(2)As compensationActual shares issued based on the average closing price forMr. Cornelius B. Prior, Jr.'sthe Company’s common stock for the 20 trading days up to and including June 12, 2020 and September 11, 2020. This had the effect of making the dollar value of the stock award lower than the $120,000 retainer as described below.
(2)
Includes amount paid for Dr. Bulkin’s service as Chairman in 2017, we paid him an annual salary of $140,000, plus certain benefits which are included in "All Other Compensation", including $5,600 in matching contributions pursuant to our 401(k) plan, use of a company car and life insurance premiums. We also provided him with medical and dental benefits that are available to all of our employees. Mr. C.B. Prior, Jr. did not participate in any of our incentive compensation programs. In his capacity as Chairman he did not receive an annual retainer, but did receive expense reimbursement available to all other directors.
In connection with Mr. C.B. Prior, Jr.'s retirement from the Board of Directors, effective asshareholder director of the date ofCompany’s renewable energy business operating under the Annual Meeting, the Compensation Committee has determined that,“Vibrant” name in recognition of Mr. C.B. Prior, Jr.'s pre-retirement service to the Company, the Company will provide to Mr. C.B. Prior, Jr. following his retirement (i) COBRA benefits for a period of eighteen (18) months, (ii) an office space for use for a period of three (3) years with an approximate value of $33,600 per year and (iii) a gift of the Company car used by Mr. C.B. Prior, with an approximate value of $12,000.
India.
Retainers
For the fiscal year ended December 31, 2017,2020, our non-employee directors (excluding our Chairman) received an annual retainer of $155,000$170,000 (consisting of $50,000 in cash and $105,000$120,000 in stock). Due to the fact that the annual meeting for the 2020 year was rescheduled from June to September 2020 as a result of the COVID-19 pandemic, all non-employee directors received their annual retainer in two payments in 2020: one on June 17, 2020 for the period of June 17, 2020 to the date of their re-election to the Board by stockholders on September 15, 2020 and one for the period of September 15, 2020 to the date of their re-election to the Board by stockholders at the 2021 Annual Meeting. After noting the fairly wide swings in share prices that occurred in the weeks leading up to the equity award determination and similar movements in previous years, the Compensation Committee determined the number of shares to award each non-employee director by reference to the average closing price for the Company’s common stock for the 20 trading days up to and including the Friday prior to its meeting dates, or June 12, 2020 and September 11, 2020. While it retains discretion to change this approach, the Compensation Committee anticipates continuing to use this method in future years which may result in higher or lower average grants in any given year than under the date of grant approach, as it believes that this practice is a fair approach to dealing with the positive or negative impact of short term movements in the Company’s share price.
37
In addition to the retainers, members of the Audit, Compensation and Nominating and Corporate Governance Committees (other than the Chairs of such committees) received additional annual cash payments of $10,000, $7,500 and $2,000,$4,000, respectively, and the Chairs of the Audit, Compensation and Nominating and Corporate Governance Committees received annual cash payments of $20,000,$23,000, $15,000 and $6,000,$10,000, respectively. Our Lead Independent Director also receives an additional annual cash retainer of $25,000.
38
RELATED PERSON TRANSACTIONS
Our Board has a written Related Person Transaction Policy that sets forth our policies and procedures for the reporting, review, and approval or ratification of each related person transaction. Our Audit Committee is responsible for implementing this policy and determining whether any related person transaction is in our best interests. The policy applies to transactions and other relationships that would need to be disclosed in this Proxy Statement as related person transactions pursuant to SEC rules. In general, these transactions and relationships are defined as those involving a direct or indirect interest of any of our executive officers, directors, nominees for director and 5% stockholders, as well as specified members of the family or household of any of these individuals or stockholders, where we or any of our affiliates have participated in the transaction(s) as a direct party or by arranging the transaction(s) and the transaction(s) involves more than $100,000 in any calendar year. The policy also provides that certain types of transactions are deemed to be pre-approved or ratified, as applicable by our Audit Committee.
In October 2014,connection with our Founder and former Chairman Mr. C.B. Prior, Jr.’s retirement from the Board, effective as of June 12, 2018, our Compensation Committee determined that following his retirement, in recognition of Mr. C.B. Prior, Jr.’s pre-retirement service to the Company, the Company would provide him with (i) COBRA benefits for a period of 18 months, (ii) office space for use for a period of three years with an approximate value of $33,600 per year and (iii) a gift of the Company car used by him, with an approximate value of $12,000.
39
ADDITIONAL INFORMATION
Environmental, Social and Governance Programs
Our Environmental, Social and Governance (ESG) commitments are embedded in our business fundamentals and strategies and built on a strong foundation of transparency and ethics. The Company and its leaders have always paid attention to principles of good governance and corporate citizenship. Similarly, we have paid close attention to environmental risks as they relate to our businesses and have sought to be a good citizen with respect to environmental impacts as well. However, we have found increasing interest from current and prospective stockholders, as well as current and prospective employees and partners, in these areas, particularly environmental and social impacts. Accordingly, we have made an increasing effort to gather and make ESG information about the Company available to interested parties, and to make sure the information we provide is accurate and consistently applied. The main focus of the Company’s leadership is to manage opportunity and risk and deliver for investors, but we believe good governance, strong business ethics and being a good corporate citizen in the communities we operate in all are important to the long term success of the Company.
Our Audit Committee oversees the Company’s progress on its objectives regarding environmental management, our Nominating and Governance Committee oversees the Company’s progress on its objectives with respect to corporate social responsibility and governance and our Compensation Committee oversees the Company’s progress on its objectives with respect to human capital management. The full Board engages in the impacts of our human capital management strategy, focusing on areas such as culture, diversity, equity and inclusion.
Environmental
We thoughtfully consider the demand that our business places on the world’s natural resources. We recognize our responsibility to preserve and protect the environment, and also are aware of the risks related to global climate change, especially our carbon footprint, and examine how they might affect our business. We have invested our capital in a business that provides clean and reliable solar energy solutions to businesses in India, including medical facilities and educational institutions.
Many scientists have suggested that global climate change may cause an increase in the severity and frequency of storms in the Caribbean region. We know that one major storm can cause devastation to the island communities we serve and to our facilities and people that provide critical communications services to those communities. Our businesses focus on refining their disaster preparedness plans for their specific local risks. We have also invested in hardening our network assets so they are less susceptible to storm damage and have detailed plans to return communication services post storm to the communities we serve. In Bermuda, the Cayman Islands, and the U.S. Virgin Islands, business, Choice Communications, LLC ("Choice"), enteredwe are investing in network monitoring and hardening the physical plant to lessen the potential impact of future storms. In Guyana, which is outside the historic hurricane zone, we also monitor the integrity of the seawall protecting the city of Georgetown from rising sea levels.
We also care about the environmental impact of our operations. We believe that generally our services and investments have very positive impacts on the environment. Most of our revenue is generated by delivering high speed data connectivity to consumers, businesses and government entities. As was made even clearer during the pandemic, these connections and services greatly reduce the need for travel. Increasingly, we are providing solutions that endeavor to further this impact such as managed network services that help enterprise customers remove power-hungry local equipment and reduce the need for travel to other locations. We are also providing solutions that support smart cities and smart buildings with energy efficiencies part of the ultimate objective. Support for tele-health and distance learning also has positive impacts. Still, there may be some negative impacts from our operations, such as materials waste generated by our operations and the driving and travelling we do to support customers, maintain networks and develop our business. While we cannot eliminate these impacts, we continue to deploy measures to reduce them and, in many cases, those same measures provide economic benefits to our business. For example, we have reduced the use of bottled water and launched recycling initiatives in our offices and field facilities, but we are looking into a tower lease with Tropical Telecom Ltd ("Tropical Telecom"), an entity 74% owned by Mr. C.B. Prior, Jr.,expanding those programs, particularly the recycling of work materials like metals, rubber
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and plastics. Similarly, we have introduced technology and processes to reduce “truck rolls” to network facilities or customer premises, but we are also looking into further reducing the fuel usage—and maintenance costs—of our Chairman. When aggregated with amountsfleet of vehicles.
Energy usage in our network and computing equipment is another important area we have targeted for further improvement. In recent years, we have accelerated the replacement of older network equipment which has greatly reduced our power demands and the lower costs and improved quality of service has made those good financial investments as well. We now routinely include power usage in our analysis of new systems and equipment and factor savings into the timing of upgrades and replacements.
Social
We recognize that Choice currently pays to Tropical Telecom for an existing tower lease entered into in April 2012, Choice will pay approximately $117,000 per year in rental payments to Tropical Telecom. Each tower lease has an initial termthe first step of five years, with two additional five year renewal periods and has provisions for an increase in rent,our community support efforts rests in the caseinvestment we make in one of our most valuable assets, our human capital. The Company’s management seeks to promote diversity, equity and inclusion across our workforce, and works to try to position all employees to succeed. Across our core businesses in all our markets, approximately 30% of senior management and an additional 40% of middle management are racially or ethnically diverse and approximately 15% of senior management and an additional 40% of middle management are women. In 2020, we launched our first ever women’s summit providing an educational framework for participants to approach challenging work and life situations. We also seek to promote the principle of equal pay for equal work.
We provide competitive benefits in an effort to attract and retain talent, including benefits and programs that we hope will support healthy lifestyles, mental health, and retirement preparedness. We also offer general education opportunities for all of our employees and specific training and certification for those employees performing fieldwork. We are focused on expanding educational resources for our employees to keep them informed and aware of opportunities to improve their health and safety.
In 2020, the Company demonstrated its commitment to health and safety through our response to the coronavirus (COVID-19) pandemic. We were able to sustain business operations by implementing pandemic safety and wellness policies. These actions enabled our field operations to continue to deliver mission critical connectivity to the communities we serve. We also recognize the extreme hardships facing the communities we serve created by the pandemic. Our Choice NTUA Wireless and Viya subsidiaries signed the “Keeping Americans Connected” pledge, providing internet access for residents, students and small businesses, and did not terminate connectivity services for nonpayment due to disruptions caused by the pandemic. A few examples of our support of our local communities: NTUA Wireless and the Navajo Tribal Utility Authority partnered with the Public Service Company of New Mexico to install Wi-Fi sites across the Navajo Nation to provide community access to connectivity; in Bermuda, our One Communications subsidiary stepped up to support its local community by contributing to the COVID-19 Emergency Fund of the April 2012 lease, by 5% each yearThird Sector Coordinated Crisis Response Effort, which provides financial support to Bermuda’s non-profit sector; and in the caseU.S. Virgin Islands our Viya subsidiary provided equipment to the Department of Education to facilitate remote learning.
We always aspire to make a positive difference by enriching lives in remote and underserved areas through reliable and affordable connectivity and curated value added technology solutions. Our communications companies focus not only on vital connectivity to our customers, but also on superior customer service, privacy and data protection. We recognize that investment of corporate resources is a vital element to implement security policies and procedures that inform our employees and protect our networks and data.
We actively seek to encourage the October 2016 leaseinvolvement of our employees in their communities through office-wide community involvement days at certain subsidiaries and employee assistance to those impacted by 3% each year.
past hurricanes or other disaster events. Our Audit Committee approvedlocally run communications services also participate in the specific structuresponsorship of community events, local schools, and termsphilanthropic organizations. In Guyana, recognizing the lack of cancer prevention awareness, our GT&T business created its annual “Pinktober” campaign with a mission to provide education on cancer screening and treatment, and to raise funds to contribute to the Choice lease, as negotiated by Choice management,facilitation of and unanimously approved each ofaccess to screenings, treatment and psychosocial support. Now in its third year, the arrangements described abovemonth-long campaign, culminating in accordancea charity run/walk/bike ride, has garnered support to unify the country in battling cancer. In the United States, our partnership with the terms ofNavajo Nation has helped us to support local
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youth, from providing free Wi-Fi in school buses, to sponsoring local basketball games, to providing scholarships to the Student Conservation Association, a program designed to instill conservation awareness in our Related Person Transaction Policy.youth.
For additional information on our philanthropic and community support initiatives, please see https://atni.com/corporate-responsibility
All suggestions from stockholders are given careful attention. Proposals intended for consideration at next year'syear’s annual meeting of stockholders, including proposals for director nominee candidates, should be sent to ATN International, Inc.; Attn: Secretary, 500 Cummings Center, Suite 2450, Beverly, MA 01915. To be considered for inclusion in our proxy materials for that meeting pursuant to Rule 14a-8 of the Exchange Act, such proposals must be received by us by December 28, 2018,30, 2021, and must comply with certain rules and regulations promulgated by the SEC. A stockholder who wishes to make a proposal at the 20192022 annual meeting, but does not wish to have the proposal included in the proxy statement for that meeting, must give notice of the proposal to us no later than March 13, 2019,15, 2022, in order for the notice to be considered timely under Rule 14a-4(c)(1) of the SEC.
Exchange Act.
Some banks, brokers and other nominee record holders may be participating in the practice of "householding"“householding” proxy statements and annual reports. This means that only one copy of our Proxy Statement and Annual Report on Form 10-K may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if you contact us at the following address or telephone number: Investor Relations, ATN International, Inc., Secretary, 500 Cummings Center, Suite 2450, Beverly, MA 01915, (978) 619-1300. If you want to receive separate copies of such materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address or telephone number.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K are available on our website at ir.atni.com. These filings and other SEC filings, including our Proxy Statement, are also available on the SEC'sSEC’s website at www.sec.gov. This Proxy Statement, and our Annual Letter to Stockholders and Annual Report on Form 10-K for the fiscal year ended December 31, 20172020, and a letter from our Chairman and Chief Executive Officer are also available for viewing, printing and downloading at www.proxyvote.com. To view these materials, please have your control number(s) available that appear on your proxy card.
A copy of these filings, including our Annual Letter to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 20172020 (excluding exhibits), may be obtained, at no cost, by writing to ATN International, Inc., Attn: Secretary, 500 Cummings Center, Suite 2450, Beverly, MA 01915.
Our Annual Letter to Stockholders, which is being mailed to stockholders with this Proxy Statement, is not incorporated into this Proxy Statement and is not deemed to be part of the proxy soliciting material.
By order of the Board of Directors,
Secretary
April 30, 2018
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VOTE BY INTERNET - www.proxyvote.com Usewww.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M.p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ATN INTERNATIONAL, INC. 500 CUMMINGS CENTER, SUITE 2450 BEVERLY, MA 01915 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTEform.VOTE BY PHONE - 1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M.p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTEinstructions.VOTE BY MAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ATN INTERNATIONAL, INC.500 CUMMINGS CENTER, SUITE 2450 BEVERLY, MA 01915 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D52851-P53785 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. The Board of Directors recommends you vote FOR the following: 1. Election of Eight Directors Nominees 1a. Martin L. Budd For 0 0 0 0 0 0 0 0 Yes 0 Against 0 0 0 0 0 0 0 0 No 0 Abstain 0 0 0 0 0 0 0 0 0 The Board of Directors recommends you vote FOR the following proposal: 2. Ratification of the selection of PricewaterhouseCoopers LLP as independent auditor for 2018. For 0 Against 0 Abstain 0 1b. Bernard J. Bulkin 1c. Michael T. Flynn 1d. Richard J. Ganong NOTE: In their discretion the Proxies are authorized to vote upon such other further business, if any, as may properly come before the meeting. 1e.meeting or any adjournment or postponement thereof. as the Company's independent registered public accounting firm for 2021. The Board of Directors recommends you vote FOR proposal 2. 2. Ratification of the selection of PricewaterhouseCoopers LLP The Board of Directors recommends you vote FOR the following: ATN INTERNATIONAL, INC. 1. Election of 7 Directors For Against Abstain Nominees: 1a. Bernard J. Bulkin 1b. James S. Eisenstein 1c. Richard J. Ganong 1d. John C. Kennedy 1e. Pamela F. Lenehan 1f. Liane J. Pelletier 1g. Michael T. Prior 1h. Charles J. Roesslein For address change/comments, mark here. (see reverse for instructions) PleasePriorPlease indicate if you plan to attend this meetingmeeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000382347_1 R1.0.1.17Date
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Important notice regarding the Internet availability of proxy materialsfor the Annual Meeting of Stockholders to be held on June 10, 2021.The Proxy Statement, Letter to Stockholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available at http://ir.atni.com/financials.cfm •The annual meeting is scheduled to take place at 9:00 a.m., local time, at 500 Cummings Center, Suite 2450, Beverly, MA 01915.•Even if you expect to attend the annual meeting, please promptly complete, sign, date and mail this proxy card. Stockholders who attend the meeting may revoke their proxies and vote during the meeting if they so desire. ATN INTERNATIONAL, INC. ANNUALINC.ANNUAL MEETING OF STOCKHOLDERS - JUNE 12, 2018 THIS10, 2021THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY TheCOMPANYThe undersigned appoints Michael T. Prior and Mary M. Mabey and each of them, as proxies, each with the power of substitution, and hereby authorizes them to represent and to vote as instructed herein, all shares of Common SharesStock of ATN International, Inc. held of record by the undersigned on April 20, 2018,16, 2021, at the Annual Meeting of Stockholders to be held on June 12, 201810, 2021 or any adjournment or postponement thereof on the matters set forth in the Notice and Proxy Statement dated April 30, 2018. THISStatement.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER INSTRUCTED ON THE REVERSE SIDE. IF NO INSTRUCTIONS ARE INDICATED, THE PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED IN ITEM 1 AND "FOR" ITEM 2 AND AT THE DISCRETION OF THE PROXIES NAMED ABOVE, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) (Continued(Continued and to be marked, dated and signed on other side) 0000382347_2 R1.0.1.17D52852-P53785
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