STEVEN O. VONDRAN*, 53 President and CEO, Company Overview American Tower (the Company) is a leading independent owner, operator and developer of wireless and broadcast communications real estate. Our As of December 31, 2023, our global portfolio includes approximately 186,000 communications sites. Over 43,000 of American Tower's over 224,000communications sites are(1)(2) includes: •~43,000sites in the U.S. and CanadaCanada; and nearly 143,000 •181,000+ sites(2) in international markets. Our portfolio of communications sites, as well as certaininfrastructure assets includes other property interests, are spreadtelecommunications assets, including: •28 data center facilities across 20 other10 U.S. markets. Multiple tenants lease vertical space on a tower for their communications equipment to create a recurring long-term revenue stream. Rental charges on our towers are typically based on property location, leased vertical square footage on the tower and weight placed on the tower from transmission equipment. In addition to leasing space on wireless and broadcast towers, we provide customized solutions through our in- building systems, outdoor(1)Includes distributed antenna systems (DAS).
(2)In January 2024, we entered into an agreement to sell 100% of the equity interests in our operations in India, a transaction that is expected to close in the second half of 2024, subject to customary closing conditions, including government and other right-of-way options, managed rooftops and services that speed network deployment.regulatory approval. As of December 31, 2023, our portfolio consists of nearly 77,000 communications sites in India. 2020
2023 Business Highlights KEY FINANCIAL RESULTS(1) •Grew total revenue by approximately 4.0% to $11.1 billion, grew property revenue(2) by approximately 5.1% to $11.0 billion, net income decreased by approximately 19.4% to $1.4 billion(3) and grew Adjusted EBITDA(2) by approximately 6.7% to $7.1 billion; •Had record colocation and amendment growth in both our U.S. & Canada property segment and our international segment and a second consecutive year of record sales in our Data Centers segment; •Declared over $3.0 billion in cash dividends to common stockholders; •Deployed approximately $1.8 billion in capital expenditures in 2023, with the majority of spending on growth-oriented, discretionary investments; •AFFO attributable to AMT common stockholders per Share (AFFO Attributable per Share)(4) was $9.87 and ROIC(4) was 9.3% for the full year; and •Maintained our investment-grade credit rating and de-levered our balance sheet, ending the year with a Net Leverage Ratio of 5.2x. | | | | | | | | | Total Property Revenue(2) Increased | Adjusted EBITDA(2) Increased | | | | AFFO Attributable Per Share(4) Increased | •Grew total property revenue(2) by approximately 6.5% to $7.95 billion and grew Adjusted EBITDA(2) by approximately 8.7% to $5.16 billion;
•Achieved Total Tenant Billings Growth of 9.7%;
•Declared an aggregate of over $2 billion in cash dividends to common stockholders;
•More than $8 billion of capital deployed in 2020, with the majority of spending on growth-oriented, discretionary investments; 5.1% | •Consolidated AFFO per Share(3) for the full year was $8.49 and ROIC(3) as of the end of the year was 10.4%;6.7% | •Maintained our investment grade rating;1.1%•Repurchased 0.3 million shares of Common Stock for a total of $56 million;
•Raised nearly $9.9 billion
| ($ in the debt capital markets, including through new unsecured senior notes issuances and term loans; andbillions) | ($ in billions) | | | •Acquired approximately 3,000 communications sites as part of the acquisition of InSite Wireless Group, LLC. | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NEW SITE BUILDS | | TOTAL PROPERTY REVENUE INCREASED | | ADJUSTED EBITDA INCREASED | | CONSOLIDATED AFFO INCREASED | | | | | | | | | | | | | | | | | | | | | | | | | | | ~5,900 | |  6.5% | | 8.7% | | 7.6% | | | | | | | | | | New Sites Added | | to $7.95 billion | | to $5.16 billion | | to $3.79 billion | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.A. (2)Performance metric under the annual performance incentive program. For the total property revenue performance metric, pass-through revenue is excluded. (3)Growth rate impacted by foreign currency losses of approximately $331 million in 2023 as compared to foreign currency gains of approximately $449 million in 2022. (4)Performance metric under the performance-based restricted stock unit (PSU)long-term incentive program.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3
Corporate Responsibility Highlights
We understand the way we conduct our business is an integral component of the continued success of our Company. As a result, our commitment to responsible corporate citizenship is woven into all aspects of our global culture. Our five strategic pillars of corporate responsibility—ethics, people, environment, society and performance—are rooted in our core values.
| | | | | | Ethics | •Conduct our Excellence Through Ethics training for new hires and training for all employees regarding our Code of Ethics and Business Conduct Policy (Code of Conduct) and the Foreign Corrupt Practices Act.
•Maintain a zero tolerance policy for bribery and corruption.
•Require vendors to comply with our global Vendor Code of Conduct, which addresses protection of human rights, payment of fair wages, prohibition of forced labor, child labor and human trafficking and compliance with non-discrimination, anti-harassment and health and safety regulations.
•Provide multiple channels to employees and other stakeholders to report violations, including to our Ethics Committee, local human resources and legal departments, and through a confidential third-party hotline.
•Track all reported incidents of misconduct and manage resolutions; substantive matters are reported to the Board of Directors (Board) through the Audit Committee.
| | People | •Listen to employee feedback through AskOur CEO communications, focus groups, town hall meetings, team meetings and biennial companywide surveys.
•Provide extensive programs for professional development and performance management to support employees in navigating their career paths.
•Promote and cultivate diversity, equity and inclusion through CEO-led discussions with employees, including through launching the CEO Advisory Council and implementing robust conscious inclusiveness training.
•Implement leading safety standards for the wireless industry, provide extensive safety training and certification and verify that vendors working on our communications sites meet the same standards.
•Named one of America's Best Employers for Diversity by Forbes in 2019 and 2020.
| | Environment | •Minimize the telecommunications industry's impact on the environment and maximize efficient use of land, water, energy and other resources through our shared infrastructure model.
•Commit to clear quantitative goals for reducing fossil fuel emissions consistent with the Paris Agreement goals, including through the Company's investment of over $100 million in energy-efficient technologies at the site level.
•Include targeted reduction goals relating to fuel usage and generator run time in emerging markets in the CEO's short-term incentive plan.
•Invest in transition to LED lighting to reduce lighting-related energy consumption, while also actively pursuing solar energy generation, including use of lithium-ion batteries to support and enhance solar photovoltaics deployments.
•Continue to minimize the impact of and preserve the environment around communications sites to protect ecosystems and wildlife, including migratory birds and endangered and threatened species.
| | Society | •Enable meaningful change in communities across the globe through the American Tower Foundation, including expanded access to education and technology, support for youth services, homeless shelters and hunger relief efforts.
•Engage the American Tower Foundation to match employees’ charitable donations.
•Support communication and relief efforts during natural disasters and catastrophic events.
•Promote digital literacy and employment opportunities for underserved communities in India, Nigeria, Ghana, Uganda, Colombia and Mexico through our Digital Communities program.
| | Performance | •Consistently deliver strong financial performance and growth guided by our Stand and Deliver strategic plan.
•Target attractive long-term total stockholder returns through the combination of strong organic growth, accretive new build programs and M&A transactions, complemented by dividends.
•Provide sustainable growth to our stockholders across three distinct platform expansion workstreams: advanced tenant services, connectivity, and energy and the environment.
| |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
4
| | | | | | | | | | | | | | | | | | | | | PROPOSAL
1
| | Election of Directors
The Board of Directors unanimously recommends that you vote FOR the election of each nominee.
| | | | | | |
Our Director Nominees With the exception of Messrs. Thomas A. Bartlett, Raymond P. Dolan and Samme L. Thompson, each incumbent Director is standing for re-election at our 2024 Annual Meeting of Stockholders (the Annual Meeting). You are being asked to vote on the election of twelve11 Directors, all of whom were recommended for nomination to the Board of Directors (Board) by the Nominating and Corporate Governance Committee (Nominating Committee). All Directors are elected annually by a majority of votes cast. Detailed information about each Director’s background, skill set and areas of expertise can be found beginning on page 67. | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Title | Age | Director Since | Independent | Committee Memberships | Other Public Company Boards | | Audit | Compensation | Nominating | | THOMAS A. BARTLETT† President & CEO, American Tower Corporation | 62 | 2020 | | | | | Equinix, Inc. | | RAYMOND P. DOLAN Chairman and CEO, Cohere Technologies, Inc. | 63 | 2003 | | | | | None | | KENNETH R. FRANK CEO, Turning Technologies | 53 | 2021 | | | | | None | | ROBERT D. HORMATS Managing Director, Tiedemann Advisors | 78 | 2015 | | | | | None | | GUSTAVO LARA CANTU Former CEO, Monsanto Company (Latin America North Division) | 71 | 2004 | | | | | None | | GRACE D. LIEBLEIN Former VP, Global Quality, General Motors | 60 | 2017 | | | | | Southwest Airlines Co.; Honeywell International Inc. | | CRAIG MACNAB Former CEO and Chairman, National Retail Properties, Inc. | 65 | 2014 | | | | | VICI Properties, Inc. | | JOANN A. REED Healthcare consultant and former SVP, Finance and CFO, Medco Health Solutions, Inc. | 65 | 2007 | | | | | Mallinckrodt plc;
Waters Corporation | | PAMELA D.A. REEVE* Former President and CEO, Lightbridge, Inc. | 71 | 2002 | | | | | Frontier Communications Corporation | | DAVID E. SHARBUTT Former CEO and Chairman, Alamosa Holdings, Inc. | 71 | 2006 | | | | | None | | BRUCE L. TANNER Former EVP and CFO, Lockheed Martin Corporation | 62 | 2019 | | | | | Truist Financial Corporation | | SAMME L. THOMPSON President, Telit Associates, Inc. | 75 | 2005 | | | | | None |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | †STEVEN O. VONDRAN*, 53
President and CEO, American Tower Corporation Director Since:2024 Other Public Company Boards: None Committee Memberships: None | KELLY C. CHAMBLISS, 53 Senior Vice President, IBM Consulting Director Since:2022 Other Public Company Boards: None Committee Memberships: | TERESA H. CLARKE, 61 Chair, Africa.com LLC Director Since:2021 Other Public Company Boards: Arthur J. Gallagher & Co. Committee Memberships: | KENNETH R. FRANK, 56 Partner, Banneker Partners Director Since: 2021 Other Public Company Boards: None Committee Memberships: | ROBERT D. HORMATS, 80 Former Managing Director, Tiedemann Advisors Director Since:2015 Other Public Company Boards: None Committee Memberships: | | | | | | | | | | | | | | GRACE D. LIEBLEIN, 63 Former VP, Global Quality, General Motors Director Since: 2017 Other Public Company Boards: Honeywell International, Inc. Committee Memberships: | CRAIG MACNAB, 68 Former CEO and Chairman, National Retail Properties, Inc. Director Since: 2014 Other Public Company Boards: Independence Realty Trust, Inc. VICI Properties, Inc. Committee Memberships: | NEVILLE R. RAY, 61 Former President of Technology T-Mobile US, Inc. Director Since: 2024 Other Public Company Boards: Ziff Davis, Inc. Committee Memberships: None | JOANN A. REED, 68 Healthcare consultant and former SVP, Finance and CFO, Medco Health Solutions, Inc. Director Since: 2007 Other Public Company Boards: None Committee Memberships: | PAMELA D. A. REEVE, 74 Chairperson of the Board Former President and CEO, Lightbridge, Inc. Director Since: 2002 Other Public Company Boards: None Committee Memberships: | | | | | | | | | | | | | | | | | | | A Audit C Compensation N Nominating  Member Chair Audit Committee Financial Expert Independent *Sole Management Director Nominee *Chairperson of the Board
| | |  Former EVP and CFO, Lockheed Martin Corporation Director Since: 2019 Other Public Company Boards: Truist Financial Corporation Committee Memberships: | | Member | | Chair | | Audit Committee Financial Expert | | | | | | | | | | | | | | | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4
Board Diversity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Key Objectives and Governance | Skills and Qualifications | | | | | | | | | | | | | Scale the Core | Prior Experience in a Leadership/Executive Role in a Global Company | l | l | l | l | l | l | l | l | l | l | l | | Be the Most Trusted, Strategic Partner for Our Customers | Thought Leadership and/or Public Policy Experience | l | | l | l | l | | | l | l | l | | | Accelerate Platform Extensions | Experience in Innovation in Digital Infrastructure and/or Relevant Industries | l | l | | l | | | l | l | l | l | | | Position the Teams for the Future | Operational and Management Experience | l | l | l | l | l | l | l | l | l | l | l | | Grow and Maintain a Healthy Cultural Foundation | Experience in Human Capital Management, including Diversity, Equity and Inclusion (DEI) | l | l | l | l | l | l | l | l | l | l | l | | Financial Literacy | Finance/Capital Allocation Experience or Financial Literacy | l | l | l | l | l | l | l | l | l | l | l | | Experience in Other Boards or Management | Prior Board and/or Governance Experience, Including Risk Management, Cybersecurity or Climate | l | l | l | l | l | l | l | l | l | l | l | | Demographic Background | | | | | | | | | | | | | Age | 53 | 53 | 61 | 56 | 80 | 63 | 68 | 61 | 68 | 74 | 65 | | Gender | M | F | F | M | M | F | M | M | F | F | M | | Race/Ethnicity | | | | | | | | | | | | | African American or Black | | | l | l | | | | | | | | | Alaskan Native or Native American | | | | | | | | | | | | | Asian | | | | | | | | | | | | | Hispanic or Latinx | | | | | | l | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | | White | l | l | | | l | l | l | l | l | l | l | | | | | | | | | | | | |
| | | | | | | | | | AGE | GENDER DIVERSITY | RACIAL/ETHNIC DIVERSITY | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 5
Board Diversity
While we do not have a specific diversity policy forEach of our Board ourCommittees consists of at least one female director and one director who identifies as part of a racial or ethnic minority group.
Our Corporate Governance Guidelines provide for selecting Directors who reflect a diverse setthe Nominating Committee to consider elements of background that incorporate diversity, including differences in skills, professional backgrounds and personal backgrounds, viewpointsdemographics such as gender, race, ethnicity, national origin, age, sexual orientation and experiences.gender identity. We are committed to board diversity and are proud to have Directors who are highly diverse with respect to gender, ethnicity and experience. of our leadership in this over the past decade. Our Board consists of individuals with diverse and complementary business, leadership and financial expertise. Most of our Directors have leadership experience at major U.S. and multinational companies, as well as experience on the boards of other companies and organizations, which provideprovides an understanding of different business processes, challenges and strategies. In addition, many of our Directors have industry and public policy experience, thatwhich provides insight into issues faced by public companies. | | | | | | | | | | | | | | | | | | | | | 92% | | 50% | | 33% | 11 of our 12 Director nominees are independent | | 6 of our Director nominees are gender or ethnically diverse (3 women; 3 ethnic minorities) | | 4 Director nominees have a tenure of 5 years or less |
Skills and QualificationsBoard Refreshment
| | | | | | | | | | | | | | | Board Changes in the Past 5 Years | Diversity of Newly Added Directors | Skills of Newly
Added Directors | | | | | 5new independent directors have been added to the Board since 2019 | 2 new directors are female | | | | | | | | | | | | | | | | | | | | | | | Cybersecurity Experience | | | 12/12 | | | 12/12 | | | 9/12 | | PriorTechnology Experience in a Leadership/Executive Role | | Human Capital Experience | | International Experience | | | | | | |  have left the Board since 2019 |  | 12/12 |  | | 7/12 | | | 10/12 | | Thought Leadership and/or Public PolicyRisk Management Experience | | Wireless Industry and/or REIT Experience | | Prior Board and/or Governance Experience | | | | | | | | | 12/12 | | | 12/12 | | | 12/12 | | Finance/Capital
Allocation Experience | | Operational and Management Experience | | Risk Management Experience | | | | | | | | | 12/12 | | | | | | | | Financial Expertise | | | | | |
(1)Including Messrs. Dolan and Thompson, who will not be standing for re-election at this year’s Annual Meeting. Corporate Governance Best Practices | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | No Stockholder Rights Plans | | Independent Chairperson | | Proxy Access (3%, 3 years, 25% of Board) | | No Supermajority Voting Provisions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | Stockholders’ Right to Act by Written Consent | | All Directors Except One Management Director Are Independent | | Stockholder Ability to Call Special Meetings (25% Ownership Threshold) | | | | | | | | | | | | | | | | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 6
Sustainability Highlights
At American Tower, we are helping to build a more connected world while simultaneously generating value for our stockholders. Our business inherently promotes sustainability through the reduced environmental footprint of shared infrastructure. Our commitment extends beyond environmental impact mitigation to encompass respect for individuals, foster social equity, uphold business ethics and drive continuous enhancement of our business performance.
Our sustainability framework is built on three pillars: environment, social and governance, each pivotal in our vision of building a more connected world. At American Tower, we recognize our responsibility to contribute to the global mitigation of climate change and, as such, we are actively working to reduce our greenhouse gas (GHG) emissions. We have invested over $600 million since 2012 in our three-pronged strategy to reduce GHG emissions, which includes (i) energy efficiency improvements, (ii) renewable energy procurement and on-site generation and (iii) sophisticated energy storage systems. | | | | | | | PROPOSAL
2 | SOCIAL |
2023 Employee Survey Results In 2023, employees were sent our biennial employee engagement survey. The survey was completed by 88% of our employees, and select participation results are noted below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 90% | 88% | 85% | 82% | | | Favorability - Teamwork | Favorability - Leadership | Favorability - Employee Engagement | Favorability - Diversity & Inclusion | | | | | | | | | | | | | |
Connecting Communities Our commitment to digital inclusion is embodied in our Digital Communities program, which is designed to bridge the digital divide by establishing digitally connected spaces in underserved communities equipped with technology offering various learning tools and services. As of December 31, 2023, we have launched more than 580 Digital Communities, which have served more than 720,000 people across 15 countries. | | | | | | Ratification of Independent Accountant
The Board of Directors unanimously recommends that you vote FOR this proposal. | | | | | | GOVERNANCE |
The AuditNominating Committee has selected,oversees the Company’s annual sustainability reporting process. Additionally, with oversight from our Board, our executive team leads our global operations with a firm commitment to doing business in an ethical and the Audit Committee and the Board recommend stockholder ratification of, Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.sustainable manner. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements. The Audit Committee believes that submission of its selection to stockholders is a matter of good corporate governance. In its annual selection of an independent registered public accounting firm, the Audit Committee considers the firm's qualifications and past performance. Deloitte & Touche LLP has served as our independent registered public accounting firm since our inception, and the members of the Audit Committee and the Board of Directors believe that continued retention as our independent registered public accounting firm is in the best interest of the Company and its stockholders.AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT See page 74 for more information.7
| | | | | | | | | | | | | | | | | | | | | PROPOSAL
| | Advisory Vote on Executive Compensation
The Board of Directors unanimously recommends that you vote FOR this proposal.
| | | | | | |
We are providing our stockholders the opportunity to approve, on an advisory basis (a “say on pay” vote), the compensation of our named executive officers (NEOs).
Executive Compensation Philosophy Under our pay-for-performance philosophy, 93% of our Chief Executive Officer’s (CEO’s) compensation and 88% of our other NEO's compensation is at-risk. The base salary is set at a competitive level reflective of market standards and determined with a goal to attract and retain highly qualified executive talent. The annual bonus opportunity is tied to the Company's financial performance for all executives and individual performance for our CEO. The long-term incentive program is more heavily weighted toward achievement of certain financial metrics over a three-year period. Our goal is to reward our executive team for their leadership in meeting key near-term goals and objectives, while also positioning the Company to generate sustainable long-term stockholder value.
| | | | | | | | | | WE REWARD BASED ON | | KEY FEATURES | •Company annual and three-year performance relative to pre-established financial goals; •Company annual financial performance relative to that of competitor and peer group companies; •Successful completion of key near-term goals and strategic objectives, while positioning the Company to generate attractive long-term return for stockholders; and •Other relevant considerations, such as retention ofretaining executives with above-average performance and proven leadership ability. | | •Equity awards weighted toward long-term performance-based metrics; •Reasonable retirement and welfare benefits, and no pension arrangements; •Claw back provisions;Clawback policy; •Stock ownership guidelines; •Anti-insider trading policy, including prohibition on hedging and pledging; •Double-trigger equity vesting and no tax gross-ups in the event of a change of control; •Use of an independent compensation consultant; and •Regular risk assessment of compensation programs. |
Say on Pay Our stockholders have historically approved our say-on-pay proposal at a high rate, with approximately 96% of votes cast in favor of our executive compensation program at our 2023 annual meeting of stockholders. | | | | | | | | | | | | | FOR THE PAST 3 YEARS, we received an average stockholder approval rate of | over95% | in support of our executive compensation program. | | | |
Framework of 2023 Compensation | | | | | | | | | | CEO Target Compensation | | Average of Other NEOs Target Compensation | | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 78
Executive Pay Structure | | | | | | | | | | | | | | | | OVERVIEW | | ANNUAL BASE SALARY | | | | | | American Tower provides a competitive level of compensation to its executive officers to attract and retain highly-qualifiedhighly qualified executive talent and reward sustained performance over time. The baseBase salary is reviewed by the Compensation Committee and determined on an annual basis.annually. | | | | | | | ANNUAL PERFORMANCE INCENTIVE PROGRAM | | | | | | | American Tower provides at-risk, variable cash pay opportunity for performance over one year to motivate its executive officers to achieve or exceed annual goals within appropriate risk parameters. | Target annual performance incentive award for the CEO: | | Target annual performance incentive awards for the otherall NEOs: | | tied to achievement of theachieving pre-established Company financial goals | | | tied to achievement of theachieving pre-established Company financial goals | | tied to achievement of pre-established individual performance goals
| | | | LONG-TERM INCENTIVE (LTI) PLAN | | | | | | American Tower provides long-term, equity-based pay opportunity for sustained operating performance to focus its executive officers on the creation ofcreating long-term stockholder value. | | Target grant award values for the CEO: | | Target grant award values for the other NEOs: | | allocated to performance-based restricted stock units (PSUs) | | | allocated to PSUs | | allocated to time-based restricted stock units (RSUs) | | | allocated to RSUs | | | | | | TheFor grants made in March 2023 and prior thereto, the number of PSUs earned is based on achievement ofachieving pre-established performance goals for a three-year performance period:(1)
70% based on cumulative Consolidated AFFO Attributable per Share(1)(2) 30% based on average ROIC(1)(2) The actual payout is based on performance levels against these goals: | | | | | | | | Each | | | | | | | | | For grants made prior to March 10, 2023, each RSU grant vestsvested 25% annually over four years, commencing one year from the date of grant. Beginning with grants made on March 10, 2023, each RSU grant for all of our employees, including our NEOs, vests 1/3rd annually over three years, commencing one year from the grant date. See “Compensation Discussion and Analysis” beginning on page 32.47. | | | | | |
(1)Beginning in 2024, PSU awards granted under our long-term incentive award program will include relative Total Shareholder Return (TSR) as an additional performance measure for a three-year performance period. (2)AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 89
Corporate Governance Framework of 2020 Compensation
| | | | | | | | | | | | | | | | | | | | | | CEO Target Compensation | | | | | | | | | Average of Other NEOs Target Compensation | |
See page 75 for more information.
Stockholder Proposals
| | | | | | | | | | | | | | | | | | | | | PROPOSAL 41
| | Election of Directors Under our Amended and Restated By-Laws (By-Laws), the number of Board members is fixed periodically by the Board and may be increased or decreased by a vote of the stockholders or by the majority of Directors then in office. With the exception of Messrs. Bartlett, Dolan and Thompson, each of the incumbent Directors is standing for re-election at the Annual Meeting. The Board has nominated each of the 11 Directors listed below for election at the Annual Meeting, all of whom were recommended for nomination to the Board by the Nominating Committee. Each Director elected at the Annual Meeting will hold office until the 2025 Annual Meeting and until his or her successor is duly elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR each nominee listed below. If a nominee becomes unavailable to serve, we will vote the shares represented by proxies for the election of such other person as the Board may recommend. | | Stockholder Proposal Regarding the Ownership Threshold Required to Call a Special Meeting The Board of Directors unanimously recommends that you vote AGAINST this proposal.FORthe election of each nominee listed below to serve as Director until the next Annual Meeting and until his or her successor is duly elected and qualified. | | | | | | | | |
See page 77 for more information.Required Vote
Our By-Laws require that each Director receive a majority of the votes properly cast with respect to such Director in uncontested elections (i.e., the number of shares voted “for” a Director nominee must exceed the number of votes cast “against” that nominee). As the election of Directors at the Annual Meeting is uncontested, it requires a majority of the votes cast by, or on behalf of, the holders of Common Stock at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” a Director and have no effect on the election results.
| | | | | | | | | | | | | | | | | | | | | PROPOSAL
5
| | Stockholder Proposal Regarding the Creation of a Human Rights Oversight Committee of the Board
The Board of Directors unanimously recommends that you vote AGAINST this proposal.
| | | | | | |
See page 80 for more information.
If stockholders do not re-elect an incumbent nominee who is already a Director, Delaware law provides that the Director continue to serve on the Board as a “holdover director.” Under our By-Laws and Corporate Governance Guidelines, each Director must submit an irrevocable advance resignation that will be effective if the stockholders do not re-elect him or her and the Board accepts his or her resignation. In that situation, within 90 days from the date the election results are certified, the Nominating Committee will recommend to the Board whether to accept or reject the resignation, with the Board then taking action and promptly disclosing its decision and underlying rationale in a filing with the Securities and Exchange Commission (SEC).AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 910
CORPORATE GOVERNANCE
Proposal 1 Election of Directors SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS The following table highlights some of the key qualifications and experience that our Board believes are relevant to the effective oversight of the Company and the execution of our long-term strategy. Further information on each Director nominee’s qualifications and relevant experience is provided in the individual biographical descriptions below. | | | | | | | | | | Key Objectives and Governance | Director Skills/Qualifications | Directors | Scale the Core: Advance the Company’s position as a premier global leader in the digital infrastructure industry | Experience as a senior leader in a large-scale global company, including in digital infrastructure and/or relevant industries, with a sustained track record of managing a growing business, while delivering margin expansion. | 11/11 | Be the Most Trusted, Strategic Partner for Our Customers: Understand customers’ needs and provide a value proposition that enhances their operational performance | Experience with, and access to, the highest-level decision-makers and thought leaders in the U.S. and international governments and key non-government organizations. | 7/11 | Accelerate Platform Extensions: Further develop and execute on the Company’s strategies for platform extension initiatives | Direct experience in managing the successful, innovative transition of a business or similar enterprise, or direct involvement in major technology/research and development initiatives, in digital infrastructure and/or other relevant industries. | 7/11 | Position the Teams for the Future: Further develop our global talent to best position the Company for the future | Experience in developing and leading large global teams, including empowering talent to lead as industries and technologies evolve. | 11/11 | Grow and Maintain a Healthy Cultural Foundation: Continue to build a healthy cultural foundation | Experience as a senior executive operationally responsible for human resources, DEI and/or corporate social responsibility functions at a large-scale company (preferably with significant global exposure). | 11/11 | Financial Literacy | Senior level and recent experience as a public company CEO or CFO, public or private investor/investment manager, public accounting professional or investment/commercial banker. | 11/11 | Experience in Other Boards or Management | Service on other listed public company boards, either currently or within the past five years. Experience with risk management, cybersecurity or climate policy to identify, manage and mitigate risks, including strategic, regulatory, compliance, operational and financial risks. | 11/11 |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 11
CORPORATE GOVERNANCE Proposal 1 Election of Directors Relevant information about each Director nominee appears below. | | | | | | | | | | | | | | | | Steven O. Vondran | Director Since February 2024 | | | | | | | | | Career Mr. Vondran is the President and Chief Executive Officer of American Tower Corporation. Prior to this role, he was the Executive Vice President and Global Chief Operating Officer of the Company. Mr. Vondran has held various leadership positions since joining the Company in 2000, including serving as American Tower’s Executive Vice President and President, U.S. Tower Division, which included overseeing the U.S. data center business. As a member of the corporate legal team, Mr. Vondran served in a variety of roles until August 2004, when he was appointed Senior Vice President of U.S. Leasing Operations. Later, in August 2010, he assumed the role of Senior Vice President, General Counsel for the U.S. Tower Division. Prior to joining the Company, Mr. Vondran was an associate at the law firm of Lewellen & Frazier LLP, served as a telecommunications consultant with the firm of Young & Associates, Inc., and was a Law Clerk to the Hon. John Stroud on the Arkansas Court of Appeals. | Qualifications •Extensive institutional knowledge •Effective leadership and executive experience, including as our General Counsel - U.S. Tower Division, President of U.S. Tower Division and Global Chief Operating Officer Other Public Company Boards •None Other Positions •Board Member, Cellular Telecommunications Industry Association •Board Member, Wireless Infrastructure Association | | President and CEO American Tower Corporation | | | | | | | | | Age 53 | | | | | | |
| | | | | | | | | | | | | | | | Kelly C. Chambliss | Independent Director Since March 2022 | | | | | | | | | Career Ms. Chambliss currently serves as the Senior Vice President of IBM Consulting in the Americas. She previously served as the Global Chief Operating Officer and Senior Vice President for IBM Consulting. Ms. Chambliss joined IBM through the acquisition of PricewaterhouseCoopers Consulting, where she was a Partner. | Qualifications •Extensive management, international and cybersecurity experience at a global large-cap company •Prior public company board experience •Knowledge of data center operations Past Public Company Boards •CoreSite Realty Corporation (2016–2021) | | Senior Vice President IBM Consulting | | | | | | | | | Company Committees •Compensation Committee (May 2022–present) | | | | | | | | | Age 53 | | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 12
CORPORATE GOVERNANCE Proposal 1 Election of Directors | | | | | | | | | | | | | | | | Teresa H. Clarke | Independent Director Since December 2021 | | | | | | | | | Career Ms. Clarke is Chair of Africa.com LLC, a media holding company launched in 2010 with an extensive array of platforms that reach a global audience interested in African content and community. Prior to launching Africa.com, Ms. Clarke was a Managing Director in the investment banking division of Goldman Sachs & Co., where she led corporate finance and merger & acquisition transactions for corporate clients in the industrials and real estate sectors for a total of over 12 years. She served on President Obama’s Advisory Council on Doing Business in Africa from 2014 to 2016. | Qualifications •Extensive international experience, particularly in-depth knowledge of Africa •Financial expertise •Operational, leadership and strategic expertise •Strong management and public company board experience Current Public Company Boards •Arthur J. Gallagher & Co.
(2021–present) Other Positions •Member, Council on Foreign Relations •Chair, Advisory Board of the Smithsonian National Museum of African Art | | Chair Africa.com LLC | | | | | | | | | Company Committees •Audit Committee
(December 2021–present) | | | | | | | | | Age 61 | | | | | | |
| | | | | | | | | | | | | | | | Kenneth R. Frank | Independent Director Since January 2021 | | | | | | | | | Career Mr. Frank is a Partner at Banneker Partners, a private equity firm focused in the enterprise software sector. He served as CEO of Turning Technologies, an education technology company, from June 2019 to September 2021, and led other enterprise software and services companies, such as Kibo Software as CEO, from January 2016 to December 2018, and Aptean Software as COO, from October 2011 to December 2015. Prior to that, Mr. Frank held a series of leadership positions at Alcatel-Lucent, between February 2005 and October 2012, including Global President, Solutions and Marketing, member of the Executive Committee, CTO of Alcatel North America and President, Professional Services Division. Mr. Frank previously held positions at AT&T Bell Laboratories and BellSouth Telecommunications. | Qualifications •Extensive executive, international and cybersecurity experience in the telecommunications and technology industries •Sophisticated leadership skills and familiarity with various global regions, including Europe and Asia •Venture capital knowledge and financial acumen Other Public Company Boards •None Other Positions •Member, Board of Councilors for the Marshall School of Business at the University of Southern California •Director, Orbcomm, Inc. •Director, Calero-MDSL | | Partner Banneker Partners | | | | | | | | | Company Committees •Audit Committee
(January 2021–present) •Nominating and Corporate Governance Committee (May 2023–present) | | | | | | | | | Age 56 | | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 13
CORPORATE GOVERNANCE Proposal 1 Election of Directors | | | | | | | | | | | | | | | | Robert D. Hormats | Independent Director Since October 2015 | | | | | | | | | Career Mr. Hormats is a Visiting Lecturer at Yale University's School of Management. He was appointed Managing Director of Tiedemann Advisors in March 2020, following his five-year tenure as a member of Tiedemann’s Investment Advisory Committee, and served as such until July 2022, after which he continued to serve as an advisor through 2023. He also served as Vice Chairman of Kissinger Associates, Inc., a strategic international consulting firm, from 2013 to 2019. From 2009 to 2013, he served as Under Secretary of State for Economic Growth, Energy and the Environment. Prior to that, he was Vice Chairman, Goldman Sachs (International) and a managing director of Goldman, Sachs & Co., which he joined in 1982. Mr. Hormats formerly served as Assistant Secretary of State for Economic and Business Affairs, Ambassador and Deputy U.S. Trade Representative, and Senior Deputy Assistant Secretary for Economic and Business Affairs. He also served as a senior staff member for International Economic Affairs on the National Security Council. | Qualifications •Significant international experience in both the public and private sectors, including key business and trade positions with the U.S. federal government •Extensive knowledge of global capital markets •Well-developed leadership skills and financial acumen Other Public Company Boards •None Other Positions •Member, Council on Foreign Relations •Member, Economic Club of New York | | Former Managing Director Tiedemann Advisors | | | | | | | | | Company Committees •Nominating and Corporate Governance Committee (February 2016–present; Chair since May 2021) | | | | | | | | | Age 80 | | | | | | |
| | | | | | | | | | | | | | | | Grace D. Lieblein | Independent Director Since June 2017 | | | | | | | | | Career Ms. Lieblein most recently served as VP, Global Quality of General Motors Company (GM), a multinational corporation that designs, manufactures, markets and distributes vehicles, from November 2014 to December 2015. Ms. Lieblein joined GM in 1978 and held a variety of leadership positions at GM in engineering, supply chain management and international operations. Ms. Lieblein’s leadership positions have included serving as Vice President, Global Purchasing and Supply Chain from 2012 to 2014, GM Brazil President from 2011 to 2012, GM Mexico President from 2008 to 2011 and Vehicle Chief Engineer from 2004 to 2008. | Qualifications •Extensive management experience with global large-cap companies, including in Latin America •Experience working with industry leaders to help further our innovation initiatives •Financial expertise •Strong board experience Current Public Company Boards •Honeywell International, Inc. (2012–present) Past Public Company Boards •Southwest Airlines Co.
(2016–2022) Other Positions •Director, Cox Enterprises Inc. | | Former VP, Global Quality General Motors Company | | | | | | | | | Company Committees •Audit Committee
(June 2017–May 2021) •Compensation Committee (May 2021–present) | | | | | | | | | Age 63 | | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 14
CORPORATE GOVERNANCE Proposal 1 Election of Directors | | | | | | | | | | | | | | | | Craig Macnab | Independent Director Since December 2014 | | | | | | | | | Career Mr. Macnab served as CEO of National Retail Properties, Inc., a publicly traded real estate investment trust (REIT), from February 2004 and as that company’s Chairman of the board from February 2008 until April 2017. Prior to joining National Retail Properties, Mr. Macnab was the CEO, President and a director of JDN Realty Corporation, also a publicly traded REIT, from April 2000 to March 2003. Mr. Macnab previously served as a director of DDR Corp. and Eclipsys Corporation. He also previously served on the board of directors and as Chair of the Governance Committee of the Cadillac Fairview Corporation Limited, a private company and a wholly owned subsidiary of the Ontario Teachers' Pension Plan. | Qualifications •Extensive management experience with publicly traded REITs and global large-cap companies •Financial expertise •Experience as a director of other public companies Current Public Company Boards •Independence Realty Trust, Inc. (2024–present) •VICI Properties, Inc.
(2017–present) | | Former CEO and Chairman National Retail Properties, Inc. | | | | | | | | | Company Committees •Compensation Committee (May 2018–present; Chair since May 2019) •Audit Committee (December 2014–December 2019) | | | | | | | | | Age 68 | | | | | | |
| | | | | | | | | | | | | | | | Neville R. Ray | Independent Director Since March 2024 | | | | | | | | | Career Mr. Ray most recently served as T-Mobile USA’s President of Technology until 2023. Mr. Ray joined T-Mobile USA (then VoiceStream) in April 2000 and from December 2010 to November 2019, served as its Chief Technology Officer. Prior to that, Mr. Ray served as Network Vice President for Pacific Bell Mobile Services. Mr. Ray currently serves on the U.S. President’s National Security Telecommunications Advisory Committee (NSTAC). Mr. Ray has served as Chairperson of the Board of Governors of 5G Americas as well as the Vice Chairman of the Cellular Telecommunications Industry Association (CTIA). In addition, he has served as a member of the National Telecommunications and Information Administration’s Commerce Spectrum Management Advisory Committee (CSMAC) and the Federal Communications Commission’s Communications Security, Reliability and Interoperability Council (CSRIC). | Qualifications •Extensive leadership, operational and strategic experience with publicly traded companies in the wireless industry •Deep understanding of technology and innovation trends •Broad perspective gained from participating in industry associations Other Public Company Boards •Ziff Davis, Inc. (2024–present) | | Former President of Technology T-Mobile US, Inc. | | | | | | | | | Age 61 | | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 15
CORPORATE GOVERNANCE Proposal 1 Election of Directors | | | | | | | | | | | | | | | | JoAnn A. Reed | Independent Director Since May 2007 | | | | | | | | | Career Before becoming a healthcare services consultant, Ms. Reed served as CFO and SVP of Finance at Medco Health Solutions, a leading pharmacy benefit manager. After joining Medco in 1988, she spent 20 years with the company, serving in finance and accounting roles of increasing responsibility. She was appointed SVP of Finance in 1992 and CFO in 1996. Prior to joining Medco, Ms. Reed held finance roles at Aetna/ American Re-Insurance Co., CBS Inc., Standard and Poor’s Corporation and Unisys/ Timeplex Inc. | Qualifications •Financial and accounting expertise •Extensive board experience •More than 25 years of leadership experience with multinational companies in financial, strategic and business development initiatives Past Public Company Boards •Waters Corporation
(2006–2021) •Mallinckrodt plc
(2013–2022) | | Healthcare consultant and former SVP, Finance and CFO Medco Health Solutions, Inc. | | | | | | | | | Company Committees •Audit Committee
(November 2007–present; Chair since May 2015) | | | | | | | | | Age 68 | | | | | | |
| | | | | | | | | | | | | | | | Pamela D. A. Reeve | Independent Director Since 2002 / Chair Since May 2020 | | | | | | | | | Career Ms. Reeve is the Chairperson of American Tower Corporation and has served in that role since 2020. Prior to that, she was the Company’s Lead Director. Ms. Reeve is very active in her local Boston-area community, advocating for causes that support the advancement of women and technology innovation. A retired business executive, she previously served as the President and CEO of Lightbridge, Inc., a public company and global provider of mobile business solutions to the wireless communications industry, from November 1989 to August 2004. Prior to joining Lightbridge in 1989, Ms. Reeve spent 11 years as a consultant and in a series of executive positions at the Boston Consulting Group, Inc. She also previously served on the board of Sonus Networks, Inc. from 2013 to 2017. | Qualifications •Operational, strategic and corporate governance expertise, particularly in the communications and technology industries •Financial expertise •Extensive institutional knowledge and effective leadership as former Lead Director and now Chairperson Past Public Company Boards •Frontier Communications Corporation (2010–2021) Other Positions •Chair of the Board, The Women's Edge (formerly The Commonwealth Institute) | | Former President and CEO Lightbridge, Inc. | | | | | | | | | Company Committees •Lead Director
(May 2004–May 2020) •Nominating and Corporate Governance Committee
(May 2009–present; August 2002–February 2005) •Compensation Committee (April 2004–June 2016; Chair, April 2004–May 2009) •Audit Committee (August 2002–July 2007) | | | | | | | | | Age 74 | | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 16
CORPORATE GOVERNANCE Corporate Governance General | | | | | | | | | | | | | | | | Bruce L. Tanner | Independent Director Since September 2019 | | | | | | | | | Career Mr. Tanner served as the EVP and CFO of Lockheed Martin Corporation from September 2007 until February 2019. Mr. Tanner joined Lockheed Martin Corporation in 1982 and, prior to being appointed CFO, held a variety of leadership positions in finance, including as Vice President of Finance and Business Operations, Lockheed Martin Aeronautics, from April 2006 to September 2007, and Vice President of Finance and Business Operations, Lockheed Martin Electronic Systems, from May 2002 to March 2006. | Qualifications •Extensive executive and cybersecurity experience with a global large-cap company •Financial expertise •Strategic, operational and advisory roles in complex financial transactions Current Public Company Boards •Truist Financial Corporation (2015–present) | | Former EVP and CFO Lockheed Martin Corporation | | | | | | | | | Company Committees •Audit Committee (December 2019–present) | | | | | | | | | Age 65 | | | | | | |
Corporate Governance Our Board is committed to strong corporate governance practices and dedicated to ensuring that American Tower is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this role, the Board and its three standing committees—Audit; Compensation; and Nominating—meet throughout the year and engage in meaningful discussions with management to ensure the Board is informed regarding the Company’s activities, operating plans and strategic initiatives. To promote full compliance with all applicable corporate governance standards and remain aligned with best practices, the Board has adopted corporate governance principles and procedures, which it reviews annually and amends as necessary. We also continuouslycontinually review guidance and interpretations provided by the Securities and Exchange Commission (SEC)SEC and the New York Stock Exchange (NYSE). Furthermore, we engage in meaningful discussions with our stockholders regarding governance issues and potential improvements. You can access the charters for (i) each of our current committees, (ii) our Corporate Governance Guidelines, (iii) our By-Laws and Amended(iv) Code of Ethics and Restated By-Laws (By-Laws)Business Conduct Policy (Code of Conduct) in the “Investor Relations – Corporate Governance” section of our website, www.americantower.com, and our Code of Conduct in the “Corporate Responsibility – Ethics” section of our website.. You may also request suchthat these documents be mailed to you by writing to: American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Investor Relations. Each committee charter, our Corporate Governance Guidelines and our Code of Conduct are reviewed annually. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 17
CORPORATE GOVERNANCE Corporate Governance Key Corporate Governance Best Practices | | | | | | | | | | | | | | | | | | | | | Independence | | | Stockholder Rights | ■Annual Election of All Directors
■•All Directors Except One Management Director areAre Independent
■•Independent Chairperson
■•Only Independent Directors Serve on Board’s Standing Committees
■Majority Voting for Directors
■•Independent Directors Meet in Executive Session Without Management Present
| | ■Periodic Review of Board Composition and Succession Planning
■•One Vote per Share of Common Stock
■•Regular Stockholder Engagement
■•Proxy Access (3%, 3 years, 25% of Board)
■Code of Conduct
■Vendor Code of Conduct
■Corporate Governance Guidelines
■Global Human Rights Statement
■Disclosure Committee for Financial Reporting
■Stock Ownership Requirements for Directors and Executives
| ■•Stockholder Ability to Call Special Meetings (25% Ownership Threshold)
■Stockholders'•Stockholders’ Right to Act by Written Consent
■•No Stockholder Rights Plans
•No Supermajority Voting Provisions | | | | | | | | | | | | | | | | | Ethics and Disclosure | | | Board Practices | •Code of Conduct •Vendor Code of Conduct •Corporate Governance Guidelines •Global Human Rights Statement •Disclosure Committee for Financial Reporting •Ethics Committee | | •Annual Election of All Directors •Majority Voting for Directors •Periodic Review of Board Composition and Succession Planning •Onboarding Program for New Directors •Continuing Education Programs for Directors •Policy Against Director “Over-boarding” •Review of Strategy •Oversight of Risk Management and Sustainability Matters •Annual Review of Board and Committees •Use of Outside Experts to Assist With Board Oversight | | | | | | | | | | | | | | | | | Compensation Oversight | •Anti-Insider Trading Policy, including Anti-Hedging and Anti-Pledging Provisions ■Claw Back Provisions•Clawback Policy
■•Double-Trigger Equity Vesting and No Tax Gross-Ups in a Change of Control
■•Annual EnterpriseCompensation Policies Risk Assessment Review
■•Approval Policy for Related Party Transactions
■•Independent Compensation Consultant
■•Annual Review of CEO Performance, Overseen by ourOur Independent Chairperson
■Onboarding Program for New Directors
■Continuing Education Programs for Directors
■No Stockholder Rights Plans
■•Annual Advisory Vote on Executive Compensation
■No Supermajority Voting Provisions•Stock Ownership Guidelines for Directors and Executives
| | | | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 10
CORPORATE GOVERNANCE
Stockholder Outreach and Rights
Stockholder Outreach and Rights
We believe that regular, transparent stockholder engagement is essential to American Tower's long-term success. In 2020, we continued our practice of engaging with stockholders to understand their perspectives on corporate governance, executive compensation, sustainability and other matters.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | We made presentations at financial and industry conferences. | | We met with financial and governance analysts and investment firms. | | We held meetings with institutional stockholders. | | We responded to inquiries from our stockholders. | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | Our By-Laws permit a group of up to 20 stockholders who have owned at least three percent (3%) of American Tower stock continuously for at least three (3) years the ability to submit Director nominees—up to twenty-five percent (25%) of the Board—for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified in our By-Laws. | | | | | | PROXY ACCESS | | | | | | Holders of at least
3% of AMT stock
held by up to 20 stockholders
| | Holding the stock
continuously for at least
3 years
| | Can nominate up to
25%
of the Board for election at an
annual meeting of stockholders
| | | | | |
In addition, we provide our stockholders with the right to call a special meeting and act by written consent, the terms of which reflect the mainstream of current market practice.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
1118
CORPORATE GOVERNANCE Board of Directors Board of Directors Our Board is committed to highly effective corporate governance that is responsive to stockholders, ensuring the Company delivers on its strategic objectives. BOARD LEADERSHIP STRUCTURE The Board believes that independent board oversight is essential to strong corporate governance. Under our Corporate Governance Guidelines, if we do not have a Chairperson who is independent, an independent Lead Director will be appointed upon the recommendation of the Nominating Committee. Factors considered in selecting a Chairperson include experience serving on public company boards, leadership at the committee level, areas of expertise (with a focus on leadership and corporate governance), and interest and ability to meet the time requirements of the position. In addition, the Board believes that to complement this leadership structure, having independent Directors serving as Chairs of each of our three standing Board committees enhances the Board’s effectiveness in providing independent oversight of material risks affecting the Company and fulfilling the Board's risk oversight responsibility. The Nominating Committee reviews and evaluates the Board’s leadership structure periodically. The Board believes it is important to retain flexibility to determine its leadership structure should reflect what is optimal forbased on the composition of the Board and management team and business in its current stateconditions at the time, recognizing that the needs and opportunities of the Company may change over time. The Nominating Committee has determined it appropriate to separatealso takes into account the rolesviews of Chairpersoninstitutional investors and CEO. The Board has no policy requiring the separation of the offices of Chairpersonproxy advisory firms, as well as governance and CEO and retains authority to combine the roles in the future, if it believes doing so would be in the best interest of the Company.industry trends. The Board is currently led by our Chairperson, Pamela D.A.D. A. Reeve, who was appointed as a Director in March 2002. Ms. Reeve was named Lead Director in May 2004 and Chairperson in May 2020. During her tenure on the Board, Ms. Reeve has served on all three standing committees and provided extensive guidance to the Board and senior management. The Nominating Committee annually determines the appointment of the Chairperson and believes that Ms. Reeve is best suited for this role. The Board has continued to benefit from her invaluable business knowledge and leadership in the role ofas Chairperson. The Chairperson'sChairperson’s duties include: •Calling and chairing Board meetings, including the Board’s executive sessions of independent Directors; •Approving agendas, materials and schedules for upcoming Board meetings, in consultation with the CEO and other independent Directors; •Meeting frequently with the CEO and senior management to advise and assist on strategic, business, financial and governance matters; and •TogetherPreparing and conducting, together with the ChairmanChair of the Compensation Committee, preparing and conducting the annual performance review of the CEO. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 19
CORPORATE GOVERNANCE Board of Directors SELECTION OF DIRECTORS AND BOARD REFRESHMENT In order toTo maintain sustained Company growth, of the Company, it is important we continue to have a Board with the requisite competencies to provide sound stewardship. We are committed to ensuring our Board is composed of Directors who bring a wealth of leadership experience, diverse viewpoints, knowledge and skills that benefit our Company and stockholders. The Nominating Committee reviews the characteristics, skills, background and experience of the Board as a whole, and of its individual members, on an ongoing basis to assess those traits against the needs identified to benefit the Company, its management and its stockholders. In addition, the Nominating Committee takes into account the nature of and time involved in a Director’s service on other boards in evaluating the suitability of individual Directors and making recommendations to the Board. Under the Corporate Governance Guidelines, without the consent of the Nominating Committee obtained in each case, a Director may not serve on the boards of more than four public companies (including the Company), or, if the Director is an active CEO or equivalent of another public company, on the boards of more than two public companies (including the Company).
Our Board consists of Directors with a varied range of tenure.tenures. Our Board does not believe it should limit the number of years for which an individual may serve as a Director. Long-serving Directors provide important institutional knowledge and experience, while newer Directors bring fresh perspectives to deliberations.perspectives. The Board, including the Nominating Committee, believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through periodic Board refreshment is necessaryrefreshment. The Nominating Committee may consider principles of diversity, including categories such as gender, race, ethnicity, national origin, age, sexual orientation and gender identity, and also diversity in viewpoints and skills. The Nominating Committee actively seeks out qualified women, persons of color and other individuals from minority groups to optimizeinclude in the pool from which new candidates are selected, as well as candidates with experience and skills that would complement the Board’s effectiveness. In January 2021, the Board appointed Kenneth R. Frank, CEO of Turning Technologies, to complement the composition and skill sets of our Board. Mr. Frank has held numerous executive and leadership positions in the telecommunications and technology industries, and has extensive international experience. As we continue to expand our geographical footprint, theoverall makeup. The Nominating Committee continues to strivestrives to maintain a Board with the knowledge and skills necessary to effectively oversee a global company effectively.company.
New Independent Directors in Last 5 Years:
| | | | | | | | | | | | | | 2019 | 2021 | 2022 | 2024 | | 1 new independent director | 2 new independent directors | 1 new independent director | 1 new independent director | | Bruce L. Tanner | Kenneth R. Frank | Kelly C. Chambliss | Neville R. Ray | | Teresa H. Clarke | | |
Skills and Qualifications of New Independent Directors:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | | 2 | | 1 | | 3 | | | with gender and/or ethnic or racial diversity | current or former CEOs | former CFO | with cybersecurity experience | | | | | | | | | | | | | | | | | | | | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 1220
CORPORATE GOVERNANCE Board of Directors Board Succession Planning   | | | | | | | | | | | | | 1 | BOARD COMPOSITION REVIEW | | On a quarterly basis, theThe Nominating Committee reviews quarterly the size and composition of the Board using a rigorous matrix of identified skills, experience and other criteria relevant to a global, publicly traded company in the mobile telecommunicationsdigital infrastructure industry.space. | | q | | | | | | 2 | ASSESSMENT OF DIRECTOR CANDIDATES’ SKILLS AND QUALIFICATIONS | | As described in our Corporate Governance Guidelines, the Nominating Committee assesses Director candidates based on specific criteria, as outlined under “Director“Summary of Director Skills and Qualifications Criteria”Qualifications” on page 15.11. Although the Nominating Committee does not assign specific numeric weights to these skills in its assessments, any Director candidate is expected to possess substantive knowledge or experience in several of the areas specified in the criteria. | | q | | | | | | 3 | EVALUATION OF INDEPENDENT CONSULTANT’S FEEDBACK | | Our Board believes it is important to review its effectiveness and that of its standing committees on an annual basisannually and, accordingly, engages with an outside independent consultant to conduct that evaluation and provide critical feedback. The feedback generated from this process assists the Board, and particularly the Nominating Committee, in determining the composition and skill set required for our Board to function effectively and oversee management’s implementation of the Company’s strategic goals and priorities. | | q | | | | | | 4 | BOARD RECOMMENDATIONS FOR DIRECTOR CANDIDATES | | In considering candidates for inclusion in the Board’s slate of recommended Director nominees, the Nominating Committee recommends individuals whom it believes can best enhance the success of the business and represent stockholder interests through the exercise of sound judgment in light of the full Board’s experience. The Nominating Committee considers diversity to be a key criterion in searching for new Director candidates. To identify and evaluate Director candidates, the Nominating Committee requestsin addition to seeking recommendations from Board members, and others,the Nominating Committee engages one or more independent search firms to select Director candidates, reviews and discusses biographical information and background material relating to potential candidates, and, along with the independent search firm and other Board members, interviews selected potential candidates. In addition, the Nominating Committee considersis committed to considering all candidates proposed by stockholders in accordance with the By-Laws, if appropriate biographical and background material is provided, applying the same criteria and following substantially the same process as it does in considering other candidates. The Nominating Committee may then choose to present such candidates to the Board for consideration. | | q | | | | | | 5 | SELECTION OF DIRECTOR CANDIDATE | | Upon selection, of a candidate the individual is interviewed by members of the independent search firm and certain Board members and an analysis is prepared to further assess the suitability of the candidate to address the needs of the Board.Board’s needs. If the candidate is selected for recommendation to the Board, a review of his or her independence and potential conflicts is conducted. |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 1321
CORPORATE GOVERNANCE Board of Directors DIRECTOR INDEPENDENCE The NYSE rules effectively create a two-step process for determining whether a Director qualifies as “independent.” First, a Director must satisfy the bright-line standards for independence established by the NYSE. Second, the Board must affirmatively determine that the Director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. As set forth in our Corporate Governance Guidelines, the Board has established guidelines to help it determine whether a Director has a material relationship with the Company. Under these guidelines, a Director is not considered to have a material relationship with the Company solely on the grounds that he or she: •is an executive officer or employee, or has an immediate family member who is an executive officer, of a company that makes payments to, or receives payments from, us for property or services, unless the amount of such payments or receipts, in any of the three fiscal years preceding the determination, exceeded the greater of $1 million or two percent (2%) of such other company’s consolidated gross revenues; •is an executive officer of another company that is indebted to us, or to which we are indebted, unless the total amount of either company’s indebtedness to the other is more than five percent (5%) of the total consolidated assets of the company at which he or she serves as an executive officer; •is a director of another company that does business with us, provided that he or she owns less than five percent (5%) of the outstanding capital stock of the other company and recuses himself or herself from any deliberations of our Board with respect to such other company; or •serves as an executive officer of any charitable organization, unless our charitable contributions to the organization, in any of the three fiscal years preceding the determination, exceeded the greater of $1 million or two percent (2%) of such charitable organization’s consolidated gross revenues. In addition, ownership of a significant amount of our Common Stock, by itself, does not constitute a material relationship. For relationships not covered by these guidelines, the other independent Directors will determine whether a material relationship exists, based upon the recommendation of the Nominating Committee. No immediate family relationship exists between any of our Directors or executive officers and any other Directors or executive officers. The Board has determined that each of American Tower’s non-management Directors, based on his or her compliance with the Board’s established guidelines, has no material relationship with the Company and is “independent” under Section 303A.02 of the NYSE listing standards. In making its assessment, the Board determined that each of Messrs. Frank, Hormats, Macnab and Tanner and Mses. Clarke and Reed had no relationship with the Company, other than being a Director and/or stockholder. With respect to Mr. Ray and Mses. Chambliss, Lieblein and Reeve, the Board determined that any relationships with the Company were appropriate given each recuses himself or herself from material deliberations involving such affiliated company as necessary. Specifically, the Board considered that each of Mr. Ray and Mses. Chambliss, Lieblein and Reeve served or is currently serving as a director or executive officer of a company that conducts business with us, as follows: Mr. Ray served as an executive officer and as an employee of T-Mobile US, Inc. (T-Mobile) until April 2023 and October 2023, respectively; Ms. Chambliss is currently a Senior Vice President of IBM Consulting in the Americas; Ms. Lieblein served as a director of Southwest Airlines Co. until May 2022 and is currently a director of Cox Enterprises Inc.; and Ms. Reeve served as a director and chair of Frontier Communications Corporation until April 2021. In each case, the Board determined that this service was in accordance with the NYSE listing standards and our Corporate Governance Guidelines in that none of these Directors beneficially owns five percent (5%) or more of the outstanding capital stock of the applicable company, each recuses himself or herself from any deliberations of the Board with respect to the applicable company and, in each case for Mses. Chambliss, Lieblein and Reeve, payments made to, or received from, each applicable company were less than the greater of $1 million or two percent (2%) of both the Company’s and the applicable company’s estimated total revenue in the 2023 fiscal year. While T-Mobile was one of the Company's top customers by total revenue in 2023 at 17%, Mr. Ray is no longer an employee of T-Mobile as of his election to our Board in March 2024. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 22
CORPORATE GOVERNANCE Board of Directors ANNUAL EVALUATION To identify areas that are effective and areas for improvement, our Board, with oversight by the Nominating Committee, conducts annual evaluations of its performance and that of each of its three standing committees. The Board recognizes that a robust and constructive evaluation process is essential to good governance and effectiveness. The table below summarizes the process followed in 2023. We expect to conduct a similar Board and committee self-evaluation process in 2024. | | | | | | | | | | | | | | | | | | | | | | | | | 1 | EVALUATION
QUESTIONNAIRES
| | | •Formal opportunity for Directors to identify potential improvements •Solicit candid input from each director regarding the performance and effectiveness of the Board, its committees and individual Directors | | | | | | | | | | q | | | | | | | | | 2 | INDIVIDUAL INTERVIEWS | | | •Independent consultant conducts interviews with individual Directors and members of senior management who interact with the Board | | | | | | | | | | q | | | | | | | | | 3 | REVIEW OF FEEDBACK | | | •Independent consultant reviews questionnaires and interview responses and aggregates the results as it relates to Director performance, Board dynamics and the effectiveness of the Board and its committees •Independent consultant presents the findings to the full Board in executive session | | | | | | | | | | q | | | | | | | | | 4 | USE OF FEEDBACK | | | •The independent consultant develops recommendations based on the themes or issues that emerged, providing suggestions for areas of improvement for each committee and the Board and an action plan for implementing those suggested changes | | | | | | | | | | q | | | | | | | | | 5 | CHANGES IMPLEMENTED | | | •As a result of this evaluation process, over the past few years, the Board has: •strengthened the Director refreshment practices; •offered certain Director education trainings; •improved the succession planning process for senior leadership; and •added new highly-skilled Directors to enhance the Board’s composition | | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 23
CORPORATE GOVERNANCE Board of Directors BOARD MEETINGS
| | | | | | | | | | | | | | | Our Board is committed to strong corporate governance practices and dedicated to ensuring that American Tower is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this goal, the Board and its three standing committees—Audit; Compensation; and Nominating—meet throughout the year and engage in meaningful discussions with management to ensure the Board is informed regarding the Company’s activities, operating plans and strategic initiatives.
During the 2020 fiscal year, our Board held four regular meetings and six special meetings. Each Director attended at least 75% of the aggregate number of meetings of our Board and the committees on which he or she served. All of our Director nominees as of the date of our 2020 Annual Meeting of Stockholders attended the meeting. Mr. Frank was appointed to the Board in January 2021 and, therefore, did not attend any meetings in 2020. We encourage, but do not require, our Directors to attend each Annual Meeting of Stockholders.
In determining whether to recommend a Director for re-election, the Nominating Committee considers the Director’s past attendance at meetings and participation in, and contributions to, the activities of the Board and standing committees.
EXECUTIVE SESSIONS
The independent Directors periodically meet in executive sessions, which, from time to time include our CEO and/or another member(s) of senior management with expertise relevant to the matter being discussed at the executive session. An executive session is typically scheduled immediately after each regular Board or committee meeting. The Chairperson presides at such sessions, and in her absence, the Board can designate the Chair of the Nominating Committee, or, alternatively, the Chair of the Board committee relevant to the matter being discussed, to preside. Upon reasonable notice to the other independent Directors, any independent Director may call for an executive session, with or without the presence of the Chairperson, if he or she deems it necessary or appropriate.
| | | | | | | | | | The American Tower Board: By the Numbers in 2020
4
Regular meetings held by the Board
6
Special meetings held by the Board
| | | | At least
75%
| | | of meetings attended by each current Director | | | | 100% | | | of the Directors attended the Annual Meeting of Stockholders | | | | | | | | | | | | | |
DIRECTOR ONBOARDING AND CONTINUING EDUCATIONINDEPENDENCE To familiarize new Directors with American Tower’s business, strategies and policies, and to assist new Directors in developing Company and industry knowledge to optimize their service onThe NYSE rules effectively create a two-step process for determining whether a Director qualifies as “independent.” First, a Director must satisfy the bright-line standards for independence established by the NYSE. Second, the Board we conductmust affirmatively determine that the Director has no material relationship with the Company, either directly or as a robust orientation program for new Directors, which includes, among other things,partner, stockholder or officer of an organization that has a presentation onrelationship with the Company.
As set forth in our business and wireless infrastructure sector, each of our regional markets, our capital structure, Board and committee responsibilities, corporate responsibility (including the American Tower Foundation), ethics standards, legal and risk management, Corporate Governance Guidelines, the Board has established guidelines to help it determine whether a Director has a material relationship with the Company. Under these guidelines, a Director is not considered to have a material relationship with the Company solely on the grounds that he or she: •is an executive officer or employee, or has an immediate family member who is an executive officer, of a company that makes payments to, or receives payments from, us for property or services, unless the amount of such payments or receipts, in any of the three fiscal years preceding the determination, exceeded the greater of $1 million or two percent (2%) of such other company’s consolidated gross revenues; •is an executive officer of another company that is indebted to us, or to which we are indebted, unless the total amount of either company’s indebtedness to the other is more than five percent (5%) of the total consolidated assets of the company at which he or she serves as an executive officer; •is a director of another company that does business with us, provided that he or she owns less than five percent (5%) of the outstanding capital stock of the other company and Company policies, and securities trading and reporting. Because we believerecuses himself or herself from any deliberations of our Board with respect to such other company; or •serves as an executive officer of any charitable organization, unless our charitable contributions to the organization, in any of the three fiscal years preceding the determination, exceeded the greater of $1 million or two percent (2%) of such charitable organization’s consolidated gross revenues. In addition, ownership of a significant amount of our Common Stock, by itself, does not constitute a material relationship. For relationships not covered by these guidelines, the other independent Directors will determine whether a material relationship exists, based upon the recommendation of the Nominating Committee. No immediate family relationship exists between any of our Directors should be continually educated regarding corporate governance processesor executive officers and practices, ourany other Directors or executive officers. The Board has determined that each of American Tower’s non-management Directors, based on his or her compliance with the Board’s established guidelines, has no material relationship with the Company and is “independent” under Section 303A.02 of the NYSE listing standards. In making its assessment, the Board determined that each of Messrs. Frank, Hormats, Macnab and Tanner and Mses. Clarke and Reed had no relationship with the Company, other than being a Director and/or stockholder. With respect to Mr. Ray and Mses. Chambliss, Lieblein and Reeve, the Board determined that any relationships with the Company were appropriate given each recuses himself or herself from material deliberations involving such affiliated company as necessary. Specifically, the Board considered that each of Mr. Ray and Mses. Chambliss, Lieblein and Reeve served or is currently serving as a director or executive officer of a company that conducts business with us, as follows: Mr. Ray served as an executive officer and as an employee of T-Mobile US, Inc. (T-Mobile) until April 2023 and October 2023, respectively; Ms. Chambliss is currently a Senior Vice President of IBM Consulting in the Americas; Ms. Lieblein served as a director of Southwest Airlines Co. until May 2022 and is currently a director of Cox Enterprises Inc.; and Ms. Reeve served as a director and chair of Frontier Communications Corporation until April 2021. In each case, the Board determined that this service was in accordance with the NYSE listing standards and our industry, we periodically conductCorporate Governance Guidelines in that none of these Directors beneficially owns five percent (5%) or more of the outstanding capital stock of the applicable company, each recuses himself or herself from any deliberations of the Board education sessions, often using external experts. The Nominating Committee annually reviewswith respect to the current year’s Director training initiativesapplicable company and, in each case for Mses. Chambliss, Lieblein and Reeve, payments made to, determine programs foror received from, each applicable company were less than the upcoming year. Additionally, we encourage each independent Director to attend, annually and atgreater of $1 million or two percent (2%) of both the Company’s expense,and the applicable company’s estimated total revenue in the 2023 fiscal year. While T-Mobile was one of the Company's top customers by total revenue in 2023 at least one board education course offered by either17%, Mr. Ray is no longer an academic institution or a professional service organization.
employee of T-Mobile as of his election to our Board in March 2024.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 1422
CORPORATE GOVERNANCE Board of Directors DIRECTOR SKILLS AND QUALIFICATIONS CRITERIAANNUAL EVALUATION
As demonstrated in the Directors’ biographies beginning on page 67To identify areas that are effective and the “Board Diversity” section of the Proxy Summary,areas for improvement, our Board, with oversight by the Nominating Committee, focuses not only on traditional diversity categories, such as gender, raceconducts annual evaluations of its performance and national origin, but also diversitythat of each of its three standing committees. The Board recognizes that a robust and constructive evaluation process is essential to good governance and effectiveness. The table below summarizes the process followed in experience2023. We expect to conduct a similar Board and skills. The Nominating Committee actively seeks out qualified women, persons of color and other individuals from minority groups to includecommittee self-evaluation process in the pool from which new candidates are selected.2024.
The Nominating Committee incorporates this broad view of diversity into its nomination process and seeks to maintain a Board that is strong in its collective knowledge and has a diversity of skills, ability, perspectives and experience. The Nominating Committee evaluates each individual Director candidate in the context of the Board as a whole, based on the following criteria:
| | | | | | | | | | | | | | | | | | | | | | | | | 1 | EVALUATION
QUESTIONNAIRES
| | | | •Formal opportunity for Directors to identify potential improvements •Solicit candid input from each director regarding the performance and effectiveness of the Board, its committees and individual Directors | | Director Skills/Qualifications | | | | | | | | q | | Relevance to American Tower | | | | | | | 2 | INDIVIDUAL INTERVIEWS | | | •Independent consultant conducts interviews with individual Directors and members of senior management who interact with the Board | | PRIOR EXPERIENCE IN A
LEADERSHIP/EXECUTIVE ROLE | | | | | | | | q | | | | | | | | | 3 | REVIEW OF FEEDBACK | | | •Independent consultant reviews questionnaires and interview responses and aggregates the results as it relates to Director performance, Board dynamics and the effectiveness of the Board and its committees •Independent consultant presents the findings to the full Board in executive session | | | | | | | | | | q | | | | | | | | | 4 | USE OF FEEDBACK | | | •The independent consultant develops recommendations based on the themes or issues that emerged, providing suggestions for areas of improvement for each committee and the Board and an action plan for implementing those suggested changes | | | | | | | | | | q | | | | | | | | | 5 | CHANGES IMPLEMENTED | | | •As a result of this evaluation process, over the past few years, the Board has: •strengthened the Director refreshment practices; •offered certain Director education trainings; •improved the succession planning process for senior leadership; and •added new highly-skilled Directors with leadership experience, especially in an executive role, stronglyto enhance the Board’s ability to manage risk and oversee operations.composition | | THOUGHT LEADERSHIP AND/OR PUBLIC POLICY EXPERIENCE | Directors with experience in working with thought leaders from business, government and policy help further our strategic vision to lead wireless connectivity around the globe. | FINANCE / CAPITAL ALLOCATION EXPERIENCE | Directors with finance experience assist in evaluating our financial vision and capital allocation strategy. | FINANCIAL EXPERTISE | Directors with financial expertise allow effective oversight and understanding of financial reporting, accounting, financing transactions, complex acquisitions and internal controls. HUMAN CAPITAL EXPERIENCE | Directors with human capital experience are valuable to help attract, motivate and retain top candidates for positions at the Company and implement effective development and succession planning. | WIRELESS INDUSTRY AND/OR REIT EXPERIENCE | Directors with experience in our industry or with REITs have the knowledge needed to leverage business relationships, develop new business, provide operational insight and optimize effective strategies within the REIT structure, while understanding the qualifications to maintain REIT status. | OPERATIONAL AND MANAGEMENT
EXPERIENCE | Individuals who possess managerial and day-to-day operational experience enhance the Board’s ability to understand the development, implementation and assessment of our operations and business strategy. | INTERNATIONAL EXPERIENCE | Given that we operate in 22 countries across six continents, international experience helps with understanding and anticipating opportunities and challenges in a variety of international markets. | PRIOR BOARD AND/OR GOVERNANCE EXPERIENCE | Corporate governance experience supports our goals of having strong Board and management accountability, transparency and protection of stockholder interests. | RISK MANAGEMENT EXPERIENCE | Directors with experience in risk management help the Company in identifying, managing and mitigating enterprise risks, including strategic, regulatory, operational and financial risks. |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 1523
CORPORATE GOVERNANCE Board of Directors DIRECTOR INDEPENDENCE The NYSE rules effectively create a two-step process for determining whether a Director qualifies as “independent.” First, a Director must satisfy the bright-line standards for independence established by the NYSE. Second, the Board must affirmatively determine that the Director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company. As set forth in our Corporate Governance Guidelines, the Board has established guidelines to help it determine whether a Director has a material relationship with the Company. Under these guidelines, a Director is not considered to have a material relationship with the Company solely on the grounds that he or she: •is an executive officer or employee, or has an immediate family member who is an executive officer, of a company that makes payments to, or receives payments from, us for property or services, unless the amount of such payments or receipts, in any of the three fiscal years preceding the determination, exceeded the greater of $1 million or two percent (2%) of such other company’s consolidated gross revenues; •is an executive officer of another company that is indebted to us, or to which we are indebted, unless the total amount of either company’s indebtedness to the other is more than five percent (5%) of the total consolidated assets of the company at which he or she serves as an executive officer; •is a director of another company that does business with us, provided that he or she owns less than five percent (5%) of the outstanding capital stock of the other company and recuses himself or herself from any deliberations of our Board with respect to such other company; or •serves as an executive officer of any charitable organization, unless our charitable contributions to the organization, in any of the three fiscal years preceding the determination, exceeded the greater of $1 million or two percent (2%) of such charitable organization’s consolidated gross revenues. In addition, ownership of a significant amount of our Common Stock, by itself, does not constitute a material relationship. For relationships not covered by these guidelines, the other independent Directors will determine whether a material relationship exists, based upon the recommendation of the Nominating Committee. No immediate family relationship exists between any of our Directors or executive officers and any other Directors or executive officers. The Board has determined that each of American Tower’s non-management Directors, based on his or her compliance with the Board’s established guidelines, each of American Tower’s non-management Directors has no material relationship with the Company and is “independent” under Section 303A.02 of the NYSE listing standards. In making its assessment, the Board determined that each of Messrs. Dolan, Frank, Hormats, LaraMacnab and Tanner and Ms.Mses. Clarke and Reed had no relationship with the Company, other than being a Director and/or stockholder. With respect to Messrs. Macnab, SharbuttMr. Ray and Thompson and Mses. Chambliss, Lieblein and Reeve, the Board determined that any relationships that existed with the Company were immaterial.appropriate given each recuses himself or herself from material deliberations involving such affiliated company as necessary. Specifically, the Board considered that each of Messrs. Macnab, SharbuttMr. Ray and Thompson and Mses. Chambliss, Lieblein and Reeve served or is currently servesserving as a director (oror executive officer in the case of Mr. Macnab) of a company that doesconducts business with us, as follows: Mr. MacnabRay served as a director andan executive officer and as an employee of National Retail Properties,T-Mobile US, Inc. (T-Mobile) until April 2017; Mr. Sharbutt2023 and October 2023, respectively; Ms. Chambliss is currently serves as a directorSenior Vice President of Flat Wireless, LLC; Mr. Thompson served as a director of Spok Holdings, Inc. until July 2020;IBM Consulting in the Americas; Ms. Lieblein currently servesserved as a director of Southwest Airlines Co;Co. until May 2022 and is currently a director of Cox Enterprises Inc.; and Ms. Reeve currently servesserved as a director and chair of Frontier Communications Corporation.Corporation until April 2021. In each case, the Board determined that suchthis service was in accordance with the NYSE listing standards and our Corporate Governance Guidelines in that none of these Directors beneficially owns five percent (5%) or more of the outstanding capital stock of the applicable company, each recuses himself or herself from any deliberations of the Board with respect to the applicable company and, in each case for Mses. Chambliss, Lieblein and Reeve, payments made to, or received from, each applicable company were less than the greater of $1 million or two percent (2%) of both the Company’s orand the applicable company’s estimated total revenue in the 20202023 fiscal year. While T-Mobile was one of the Company's top customers by total revenue in 2023 at 17%, Mr. Ray is no longer an employee of T-Mobile as of his election to our Board in March 2024. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 1622
CORPORATE GOVERNANCE
Board of Directors ANNUAL EVALUATION To identify areas that are effective and areas for improvement, our Board, with oversight by the Nominating Committee, conducts annual evaluations of its performance and that of each of its three standing committees. The Board recognizes that a robust and constructive evaluation process is essential to good governance and effectiveness. The table below summarizes the process followed in 2023. We expect to conduct a similar Board and committee self-evaluation process in 2024. | | | | | | | | | | | | | | | | | | | | | | | | | 1 | EVALUATION
QUESTIONNAIRES
| | | •Formal opportunity for Directors to identify potential improvements •Solicit candid input from each director regarding the performance and effectiveness of the Board, its committees and individual Directors | | | | | | | | | | q | | | | | | | | | 2 | INDIVIDUAL INTERVIEWS | | | •Independent consultant conducts interviews with individual Directors and members of senior management who interact with the Board | | | | | | | | | | q | | | | | | | | | 3 | REVIEW OF FEEDBACK | | | •Independent consultant reviews questionnaires and interview responses and aggregates the results as it relates to Director performance, Board dynamics and the effectiveness of the Board and its committees •Independent consultant presents the findings to the full Board in executive session | | | | | | | | | | q | | | | | | | | | 4 | USE OF FEEDBACK | | | •The independent consultant develops recommendations based on the themes or issues that emerged, providing suggestions for areas of improvement for each committee and the Board and an action plan for implementing those suggested changes | | | | | | | | | | q | | | | | | | | | 5 | CHANGES IMPLEMENTED | | | •As a result of this evaluation process, over the past few years, the Board has: •strengthened the Director refreshment practices; •offered certain Director education trainings; •improved the succession planning process for senior leadership; and •added new highly-skilled Directors to enhance the Board’s composition | | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 23
CORPORATE GOVERNANCE Board of Directors BOARD MEETINGS | | | | | | | | | | | | | | | | | | | | | Our Board is committed to strong corporate governance practices and dedicated to ensuring American Tower is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this goal, the Board and its three standing committees—Audit; Compensation; and Nominating—meet throughout the year and engage in meaningful discussions with management to ensure that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives. During the 2023 fiscal year, our Board held four regular meetings and nine special meetings. Each Director attended at least 75% of the aggregate number of meetings of our Board and the committees on which he or she served. All of our Director nominees serving on the Board as of the date of our 2023 Annual Meeting of Stockholders attended the meeting. We encourage, but do not require, our Directors to attend each Annual Meeting of Stockholders. In determining whether to recommend a Director for re-election, the Nominating Committee considers the Director’s past attendance at meetings and participation in, and contributions to, the activities of the Board and its standing committees. | | | | | | | | | | | | | | | The American Tower Board: By the Numbers in 2023 4 Regular meetings held by the Board 9 Special meetings held by the Board | | | | | | At least 75% | | | | | of meetings attended by each current Director | | | | | | 100% | | | | | of the Directors attended the Annual Meeting of Stockholders | | | | | | | | | | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 24
CORPORATE GOVERNANCE Board of Directors BOARD COMMITTEES Our Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee. Only independent Directors serve on the standing committees. | | | | | | | | | | | | | | | | | | | Audit Committee | | | | | | | | | MEETINGS IN 2023: 8 | MEMBERS: | | | |
| Members:
JoAnn A. Reed (Chair)(CHAIR) Grace D. LiebleinTeresa H. Clarke
| Kenneth R. Frank Bruce L. Tanner Kenneth R. Frank(1)
| | | | | | | | | Key Responsibilities: | | | •Oversees management’s financial reporting processes. •Meets with our independent registered public accounting firm, outside the presence of management, to discuss our financial reporting, including internal accounting controls and policies and procedures. •Approves all fees related to audit and non-audit services provided by the independent public accounting firm. •Has the sole authority to select, retain, terminate and determine the compensation of our independent registered public accounting firm. •Oversees our systems of internal accounting and financial controls. •Reviews the global internal audit plan, including the annual fraud risk assessment. •Reviews the annual independent audit of our financial statements. •Reviews our financial disclosures. •Reviews and implements our Code of Conduct in conjunction with, and with oversight offrom, the Ethics Committee. •Oversees the establishment and implementation of “whistle-blowing” procedures. •Oversees risk, litigation, cybersecurity, insurance and other compliance matters. | | | | Meetings in 2020: 8
| | | | | | |
(1) Mr. Frank was appointed to the Audit Committee in January 2021.
Each member of the Audit Committee is an audit committee financial expert under SEC rules and has the accounting or related financial-management expertise required under NYSE rules. In addition, each member is “independent” under the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). No Audit Committee member serves on the audit committee of more than two other public companies. The Audit Committee’s meetings in 20202023 were designed to facilitate and encourage communication among the members of the Audit Committee, management, our internal auditors and our independent registered public accounting firm, Deloitte & Touche LLP.LLP (Deloitte). Prior to each earnings release, the Audit Committee met with management and our auditors to review the financial results. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 1725
CORPORATE GOVERNANCE Board of Directors | | | | | | | | | | | | | | | | | | | Compensation Committee | | | | | | | | | MEETINGS IN 2023: 5 | MEMBERS: | | | | |
| Members:
Craig Macnab (Chair)(CHAIR) Gustavo Lara CantuKelly C. Chambliss
| Raymond P. Dolan(1) Grace D. Lieblein | | | | | | | | | Key Responsibilities: | | | •Leads the Board in establishing compensation policies for our executive officers and the Board, including approving employment agreements or arrangements, if any, with executive officers. •Reviews and approves individual and overall corporate goals and objectives related to executive compensation; evaluates executive performance in light of those goals and objectives; and determines executive compensation levels based on this evaluation, including as it relates to our CEO. •Regularly assesses our compensation plans to determine whether any elements create an inappropriate level of risk. •Administers our equity incentive plans, approving any proposed amendments or modifications. •Reviews our compensation programs. •Reviews and implements our Clawback Policy. •Oversees our stock ownership guidelines. •Receives reports from management on human capital management programs and practices. •Regularly reviews executive compensation market trends, recommending changes to programs or processes accordingly. •Reviews Compensation Committee reports, Pay versus performance and CEO pay ratio for inclusion in appropriate regulatory filings.filings, and results of the annual advisory say-on-pay vote. | | | | Meetings in 2020: 5 | | | | | | |
(1)Mr. Dolan is not standing for re-election, but will continue to serve on the Compensation Committee through the date of the Annual Meeting. For more information on the Compensation Committee’s role and our processes and procedures for determining executive compensation, see “Compensation Discussion and Analysis” beginning on page 32.47. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 26
CORPORATE GOVERNANCE Board of Directors | | | | | | | | | | | | | | | | | | | Nominating and Corporate Governance Committee | | | | | | | | | MEETINGS IN 2023: 7 | MEMBERS: | | | |
| Members:
David E. Sharbutt (Chair)
Robert D. Hormats(CHAIR) Pamela D.A.D. A. Reeve | Kenneth R. Frank Samme L. Thompson(1) | | | | | | | | | Key Responsibilities: | | | •Identifies and recommends individuals to serve on the Board and its committees. •Develops and makes recommendations with respect to our Corporate Governance Guidelines, including the appropriate size, composition and responsibilities of the Board and its committees. •Reviews corporate governance best practices and market trends. •Reviews and approves or ratifies any related party transactions. •Reviews any contemplated outside directorships of current Board members. •Establishes performance criteria for the annual evaluation of the Board and its committees, and oversees the annual self-evaluation by Board members. •Responds to stockholder requests and inquiries. •Reviews and recommends Director training initiatives, and reviews Director onboarding program. •Oversees and periodically reviews the Company's environmental, social and governanceCompany’s sustainability programs and corporate responsibility policies, including environmental initiatives, human capital management, the development and diversity of its workforce and sustainability reporting. •Advises the Board with respect to Board committee charters, composition and protocol, including the current Board structure. | | | | Meetings in 2020: 6
| | | | | | |
(1)Mr. Thompson is not standing for re-election, but will continue to serve on the Nominating and Corporate Governance Committee through the date of the Annual Meeting.
EXECUTIVE SESSIONS The independent Directors periodically meet in executive sessions, which often also include our CEO and/or other members of senior management with expertise relevant to the matter being discussed at such executive sessions. An executive session is typically scheduled either immediately before or immediately after each regular Board or committee meeting. The Chairperson presides at such sessions, and in her absence, the Board can designate the Chair of the Nominating Committee or, alternatively, the Chair of the Board committee relevant to the matter being discussed to preside. Upon reasonable notice to the other independent Directors, any independent Director may call for an executive session, with or without the presence of the Chairperson, if he or she deems it necessary or appropriate. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 1827
CORPORATE GOVERNANCE Board of Directors ANNUAL EVALUATION
To identify areas that are effective and areas for improvement, our Board, with oversight by the Nominating Committee, conducts annual evaluations of its performance and that of each of its three standing committees. The Board recognizes that a robust and constructive evaluation process is essential to good governance and effectiveness. The table below summarizes the process followed in 2020. We expect to conduct a similar Board and committee self-evaluation process in 2021.DIRECTOR ONBOARDING, CONTINUING EDUCATION AND ACCESS TO EMPLOYEES
| | | | | | | Orientation | | | | | | | | | | | To familiarize new Directors with American Tower’s business, strategies and policies, and to assist new Directors in developing Company and industry knowledge to optimize their service on the Board, we conduct a robust orientation program, which includes, among other things, a presentation on: •our business and wireless infrastructure sector, •each of our regional markets, •our capital structure, •our strategic plan, •Board and committee responsibilities, •corporate responsibility (including the American Tower Foundation (the Foundation)), •ethics standards and legal and risk management, •Corporate Governance Guidelines and Company policies, and •securities trading and reporting. | | | | 1 | Identification of Third-Party Consultant: Information Gathering | Continuing Education | | •Because we believe our Directors should be continually educated regarding corporate governance processes and practices, our business and our industry, we periodically conduct Board education sessions, often using external experts. •For example, in 2023, the Board attended education sessions on artificial intelligence, innovation and platform extension and global security at the Company, among other topics. •The Nominating Committee hiredannually reviews the current year’s Director training initiatives to determine programs for the upcoming year. •Additionally, we encourage each independent Director to attend, annually and at the Company’s expense, at least one board education course offered by either an independent consultantacademic institution or a professional service organization. | | | | | Access to conductEmployees | •The Board has access to the Director self-evaluation process. The consultant used a variety of evaluation formats, including:Company's senior management to ensure that Directors can gather the information necessary to fulfill their duties. •interviews and discussion sessions with individual Directors, standing committees, the full Board and membersMembers of senior management who interact withare encouraged to invite Company personnel to any Board meeting at which their presence and expertise would help the Board;Board to have a full understanding of matters being considered. •surveys of eachIn 2023, during the Board member to facilitate an objective, independent assessmentmeetings held in offices outside of the effectiveness ofCompany's headquarters, the Board met with various employees for lunches and applicable committees; and •meetings of the Board and each committee to assess the Board and committee performance firsthand.
This process was intended to encourage candid feedback from Directors regarding the actions of the Board and the standing committees. Information gathered included Board and committee effectiveness and performance, agenda topics, materials, tenure, skills, leadership and strategy. Board members were also invited to discuss the performance of the Chairperson.other social events.
| | | | 2 | Review and Assessment: Report to Nominating Committee and Board | | | The independent consultant:
•aggregated the results of its observations, interviews, feedback and surveys regarding Director performance, Board dynamics and effectiveness of the Board and the committees; and
•presented the findings to our Nominating Committee and full Board.
The data identified any themes or issues that had emerged and included suggestions for areas of improvement for each committee and the Board and an action plan for implementation of the changes suggested. The full Board reviewed the results of the consultant’s assessment and each committee reviewed its results.
| | | | 3 | Action by the Nominating Committee | | | The Nominating Committee:
•used these results to review and assess the Board’s and each committee’s composition and required skill sets, responsibilities, structure, processes and effectiveness; and
•assessed the responsive actions to be taken to address areas of improvement in the performance of the Board and each of the committees. This included succession planning and an assessment as to the need for specific skills, experience and perspectives, which would benefit the Board in the future. The findings were compared against the strategic objectives of the Company and the skills matrix to address future needs of the business.
| |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 1928
CORPORATE GOVERNANCE Board of Directors DIRECTOR COMPENSATION As of December 31, 2020,2023, our standard compensatory arrangement with our non-management Directors included the following: | | Director Compensation Element | Director Compensation Element | | | Payment | | BOARD SERVICE MIX OF COMPENSATION | Director Compensation Element | | | | Payment | | BOARD SERVICE MIX OF COMPENSATION | | Board Service | Board Service | | | Board Service | | | | | | | | Annual Retainer | | td00,000 | | | Annual Cash Retainer | | | Additional Annual Payment to Chairperson | | | Additional Annual Payment to Chairperson | | | Additional Annual Payment to Chairperson | Additional Annual Payment to Chairperson | | td00,000 | | | Committee Service | Committee Service | | Chair | | Member | | | Committee Service | | | Committee Service | | | Audit Committee | | | Audit Committee | | | Audit Committee | Audit Committee | | td5,000 | | td5,000 | | | | Compensation Committee | Compensation Committee | | td5,000 | | td0,000 | | | Compensation Committee | | | Compensation Committee | | | Nominating Committee | | | Nominating Committee | | | Nominating Committee | Nominating Committee | | td0,000 | | td0,000 | | |
(1)The Average Cash Compensation excludes $100,000$125,000 paid to the Chairperson of the Board. On March 10, 2020,2023, based on their performance in the prior year and expected future contributions to the Company, we granted each of the non-management Directors 739 1,072 RSUs, which will fully vest and settle in shares of Common Stock on the one-year anniversary of the grant date. The following table provides information regarding the compensation of each non-management Director who served on our Board during the year ended December 31, 2020.2023. Information regarding the compensation of Mr. Bartlett may be found under “Executive Compensation”Compensation Tables” beginning on page 55. Mr. Frank is not included in this table, because he joined the Board in January 2021 and was not a Director during the fiscal year ended December 31, 2020.69. DIRECTOR COMPENSATION FOR 20202023 | Name
(a) | Name
(a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($)(1)(2) (c) | Total($)
(h) | Name
(a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($)(1)(2) (c) | Total
($)
(h) | | Kelly C. Chambliss | | | Teresa H. Clarke | | | Raymond P. Dolan | Raymond P. Dolan | $ | 110,000 | | $ | 180,220 | | $ | 290,220 | | | Kenneth R. Frank | | | Robert D. Hormats | Robert D. Hormats | $ | 110,000 | | $ | 180,220 | | $ | 290,220 | | Gustavo Lara Cantu(3) | $ | 113,835 | | $ | 180,220 | | $ | 294,055 | | | Grace D. Lieblein | Grace D. Lieblein | $ | 115,000 | | $ | 180,220 | | $ | 295,220 | | Craig Macnab(4) | $ | 132,500 | | $ | 180,220 | | $ | 312,720 | | | Craig Macnab | | | JoAnn A. Reed | JoAnn A. Reed | $ | 130,000 | | $ | 180,220 | | $ | 310,220 | | Pamela D.A. Reeve(5) | $ | 172,022 | | $ | 180,220 | | $ | 352,242 | | | David E. Sharbutt | $ | 120,000 | | $ | 180,220 | | $ | 300,220 | | | Pamela D. A. Reeve | | | Bruce L. Tanner | Bruce L. Tanner | $ | 115,000 | | $ | 180,220 | | $ | 295,220 | | | Samme L. Thompson | Samme L. Thompson | $ | 110,000 | | $ | 180,220 | | $ | 290,220 | |
(1)The amount in column (c) reflects the aggregate grant date fair value of awards granted for the fiscal year ended December 31, 2020.2023. The aggregate grant date fair value of the awards was calculated by multiplying the number of shares of Common Stock underlying the RSU awards by $243.87,$191.27, the closing market price of shares of our Common Stock on the grant date, March 10, 2020.2023. (2)No stock option awards were granted during the fiscal year ended December 31, 2020.2023. As of December 31, 2020,2023, each non-management Director who served on our Board during 20202023 held the following shares of Common Stock underlying the RSU awards and outstanding options to purchase Common Stock. As of December 31, 2020,2023, all of the following options were fully vested and exercisable.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 2029
CORPORATE GOVERNANCE Risk Oversight | | Name | Name | Number of Unvested
Shares Underlying RSU Award
(#) | Market Value of Unvested
Shares Underlying Unvested
RSUs ($)(i) | RSU Grant
Date | Number of Securities
Underlying Outstanding Options
(#) | Option
Exercise
Price ($) | Option
Grant Date | Name | Number of Unvested Shares Underlying RSU Award (#) | Market Value of Unvested
Shares Underlying Unvested
RSU Award ($)(i) | RSU Award
Grant Date | Number of Securities
Underlying
Outstanding Options
(#) | Option Exercise Price ($) | Option Grant Date | | Kelly C. Chambliss | | | Teresa H. Clarke | | | Teresa H. Clarke | | | Teresa H. Clarke | | | Raymond P. Dolan | Raymond P. Dolan | | 3,239 | $ | 76.90 | | 3/11/2013 | | 5,054 | $ | 81.18 | | 3/10/2014 | | 4,971 | $ | 94.57 | | 3/10/2015 | | 739 | $ | 165,876 | | 3/10/2020 | | | Raymond P. Dolan | | | Raymond P. Dolan | | | Kenneth R. Frank | | | Kenneth R. Frank | | | Kenneth R. Frank | | | Robert D. Hormats | Robert D. Hormats | 739 | $ | 165,876 | | 3/10/2020 | | | Gustavo Lara Cantu | 739 | $ | 165,876 | | 3/10/2020 | | | Robert D. Hormats | | | Robert D. Hormats | | | Grace D. Lieblein | | | Grace D. Lieblein | | | Grace D. Lieblein | Grace D. Lieblein | 739 | $ | 165,876 | | 3/10/2020 | | | Craig Macnab | Craig Macnab | 739 | $ | 165,876 | | 3/10/2020 | | | Craig Macnab | | | Craig Macnab | | | JoAnn A. Reed | JoAnn A. Reed | | 3,590 | $ | 62.00 | | 3/12/2012 | | 3,239 | $ | 76.90 | | 3/11/2013 | | 5,054 | $ | 81.18 | | 3/10/2014 | | 4,971 | $ | 94.57 | | 3/10/2015 | | 739 | $ | 165,876 | | 3/10/2020 | | | Pamela D.A. Reeve | | 3,653 | $ | 50.78 | | 3/10/2011 | | 3,590 | $ | 62.00 | | 3/12/2012 | | 3,239 | $ | 76.90 | | 3/11/2013 | | 5,054 | $ | 81.18 | | 3/10/2014 | | 4,971 | $ | 94.57 | | 3/10/2015 | | 739 | $ | 165,876 | | 3/10/2020 | | | David E. Sharbutt | | 2,854 | $ | 81.18 | | 3/10/2014 | | 4,971 | $ | 94.57 | | 3/10/2015 | | 739 | $ | 165,876 | | 3/10/2020 | | | JoAnn A. Reed | | | JoAnn A. Reed | | | Pamela D. A. Reeve | | | Pamela D. A. Reeve | | | Pamela D. A. Reeve | | | | | 5,054 | | $ | 81.18 | | 3/10/2014 | | | | | 4,971 | | | | | | 4,971 | | $ | 94.57 | | 3/10/2015 | | 1,072 | | | Bruce L. Tanner | | | Bruce L. Tanner | | | Bruce L. Tanner | Bruce L. Tanner | 739 | $ | 165,876 | | 3/10/2020 | | | Samme L. Thompson | Samme L. Thompson | | 3,653 | $ | 50.78 | | 3/10/2011 | | 3,590 | $ | 62.00 | | 3/12/2012 | | 3,239 | $ | 76.90 | | 3/11/2013 | | 5,054 | $ | 81.18 | | 3/10/2014 | | 4,971 | $ | 94.57 | | 3/10/2015 | | 739 | $ | 165,876 | | 3/10/2020 | | | Samme L. Thompson | | | Samme L. Thompson | | | | | 5,054 | | $ | 81.18 | | 3/10/2014 | | | | | 4,971 | | | | | | 4,971 | | $ | 94.57 | | 3/10/2015 | | 1,072 | |
(i)The value of the unvested shares of Common Stock underlying the RSU award was calculated by multiplying the number of unvested shares of Common Stock by $224.46,$215.88, the closing market price of shares of our Common Stock on December 31, 2020. (3)The fees paid to Mr. Lara include a payment made on his behalf for professional tax preparation services.
(4)The fees paid to Mr. Macnab include amounts paid in 2020 related to his service as Chair of the Compensation Committee in 2019.
(5)The fees paid to Ms. Reeve include a pro-rated adjustment for her transition from the role of Lead Director to Chairperson of the Board on May 18, 2020.29, 2023.
Risk Oversight The Board oversees the management of the Company’s risk exposure through the framework outlined below. Our standing committees, which are made up solely of independent Directors, most of whom have extensive experience in providing strategic and advisory guidance and assessments to other public companies, assist the Board in evaluating the specific risks the Company faces in the areas of finance, compensation and governance, as outlined below, as well as our policies for risk management and assessment. At each regularly scheduled Board meeting, each committee’s Chairperson reports on, among other things, any identified risks associated with that committee’s principal areas of focus. The Board’s role in risk oversight complements our leadership structure, with senior management responsible for assessing, managing and mitigating our risk exposure and the Board and its committees overseeing those efforts. AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
21
CORPORATE GOVERNANCE
Risk Oversight
We believe this is an effective approach to addressing the risks we face and supports our current Board leadership structure. It allows our independent Directors to evaluatereview our risks and our risk management and assessment policies through fully independent Board committees, with ultimate oversight by the full Board.
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 30
CORPORATE GOVERNANCE Risk Oversight | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | BOARD OF DIRECTORS | | | | | | | Board of Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | •Reviews the Company’s most significant risks, including during annual enterprise risk management presentation by the Company's Office of Risk Management, and ensures management responds appropriately with risk-informed strategic decisions. •Monitors risk exposure to ensure it is in line with the Company’s overall tolerance for, and ability to manage, risk. •The Chairperson discusses management’s assessment of risks in executive sessions and determines whether further review or action by the full Board or a particular committee would be appropriate. | | | | | | | | | | | | | | | | | | | | | | | The Audit Committee
| The Compensation Committee
| The Nominating Committee
| | | | | | | | | | | COMMITTEES | | | | | | | | | | | | | | | | | | | | | | | | THE AUDIT COMMITTEE | | THE COMPENSATION COMMITTEE | | THE NOMINATING COMMITTEE | | | | | | | | | | | | | •Has primary responsibility for reviewing financial risk for the Company. •Considers material litigation instituted against the Company and reviews cybersecurity issues and the resolution of issues raised through our Ethics Committee process. •Identifies and assesses audit, accounting, cybersecurity, financial reporting, compliance and legal risks, and oversees the methodologies that management implements to address those risks. | | •Reviews and balances risk in our compensation practices, programs and policies. •Regularly assesses, with its independent compensation consultant and management, the Company’s compensation programs to determine if any elements of these plansprograms create an inappropriate level of risk and to evaluate management’s methods to mitigate any potential risks. •Oversees risks related to human capital management, including employee training and development, workforce planning and recruitment and employee engagement. | | •Oversees the management of risks associated with Board and committee composition, including the current Directors’ skill sets and the Company’s anticipated future needs. •Oversees risks associated with the Company’s corporate governance structure and related party transactions. •Oversees risks related to the Company’s sustainability programs and corporate responsibility policies, including environmental initiatives, workforce diversity and sustainability reporting. | | | | | | | | | | | | | | | | | | | | | | | | Management | | | | | | | | | | | | MANAGEMENT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | •Conducts a comprehensive, annual enterprise risk assessment to identify the most significant existing and emerging risks to the successful achievement of the Company’s strategic and operational goals, along with the procedures and initiatives in place to address those risks. •Presents results of assessment to the Board for discussion, thereby enabling the Board to successfully oversee the Company’s risk management activities. •Provides quarterly updates to the Board concerning theany strategic, operational and emerging risks, including risks related to cybersecurity and climate change, to the Company’s ability to achieve its business goals and initiatives, for each geographic area and functional group, along with updates to the mitigation activities underway to address thethose risks. | | | | | | | | | | | | | | | | | | | | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 2231
CORPORATE GOVERNANCE Human Capital Management
Corporate Responsibility at American Tower
In 2020, we published our third standalone Sustainability Report, which provides a comprehensive overview of our material environmental, social and governance practices across our markets. Our focus is to promote the highest recognized and accepted standards of environmental performance, social responsibility, corporate governance and ethical behavior across our global operations, while maintaining our strong commitment to supporting the communities in which we operate. Through the operation of the American Tower Foundation, we seek to enhance long-standing relationships with many local organizations in our served markets to improve education and technology opportunities, while also building new relationships with groups interested in using technology to address educational needs.
We appointed a Chief Sustainability Officer, in 2020, and a Chief Diversity, Equity and Inclusion Officer, in early 2021, to facilitate our corporate responsibility program which consists of five core pillars: ethics, people, environment, society and performance. We believe in doing business ethically, hiring good people and positioning them for professional success, being respectful of each other and our environment and supporting the communities where we live and work. At the same time, we continue to manage our business to achieve the best possible performance without compromising these corporate responsibility goals. This approach has enabled us to understand how risks and opportunities in platform expansion and thought leadership, as well as environmental, social and governance matters, can impact our profitability, our future opportunities and, more importantly, our communities. Our commitment to corporate responsibility is unwavering and plays a critical role in our business strategy.
Human Capital Management
The Board recognizes that our team members based in 22 countries across the globe are our most important assets and fundamental to our success. Our human capital management strategy focuses on creating solutions to attract, develop, engage and retain top diverse talent throughout all the markets where we operate.
Diversity, Equity and Inclusion
The Company's commitment to diversity at every level of its business is articulated in the Company's Diversity Statement and is further evidenced by embracing the CEO Action for Diversity and Inclusion pledge. A critical factor in our success is ensuring that diversity, equity and inclusion remain at the core of our business culture, infusing fresh ideas, helping us remain connected to our tenants in a dynamic global market, and ensuring mutual respect guides us in our interactions both internally and externally.
Half of the members of our Board are gender or ethnically diverse, and this remains a top priority for our Nominating Committee in board succession planning. In addition, our recruiting efforts consistently include strategies to build diverse candidate pipelines and create an environment that maintains a diverse team of global employees. As part of our efforts to help employees succeed in their roles and have access to career opportunities, we create a variety of development opportunities unique to each market. For example, in the United States, we have formed partnerships with organizations,
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
23
CORPORATE GOVERNANCE
Human Capital Management
such as Strategies for Success, the Simmons Women’s Leadership Conference and the Women’s Wireless Leadership Forum of the Wireless Infrastructure Association, to enhance opportunities for female leaders.
The Company is proud to be recognized for its achievements in diversity, which over the last couple of years included:
•Forbes’ list of America’s Best Employers for Diversity in 2019 and 2020
•Forbes' list of America’s Best Employers for Veterans in 2020
•Named on Women on Boards Honor Role in 2020
In 2020, we implemented several new initiatives in the United States designed to address racial injustice and enhance our diversity. These include hosting CEO-led listening sessions with employees of color, expanding recruiting efforts at Historically Black Colleges and Universities, increasing diversity, equity and inclusion training for employees and managers and launching an employee-led CEO Advisory Council that will identify diversity action items and next steps for our diversity, equity and inclusion efforts. The American Tower Foundation pledged $1 million to fight systemic racism and a Social Justice Committee was recently launched to review applications and make recommendations to the Foundation board as to which organizations will receive the funds.
Talent Development
Each of American Tower's approximately 5,600 employees contributes to our success as a company and are key to our Stand and Deliver strategy. The Company conducts a wide variety of programs that incorporate and respond to employee feedback, foster professional growth, provide competitive pay and benefits, and recognize success. Our senior leaders create opportunities for team building, innovation, professional growth and community engagement.
As a critical investment in our capacity to provide tenants with outstanding support and customer service, we offer development programs and on-demand opportunities to cultivate talent throughout our global organization. We have over 18,000 learning resources, including 7,000 online courses in up to five languages that focus on job-specific training and general topics like productivity, collaboration and project management. We create and customize courses to meet regional needs and update these courses regularly to address changing marketplace dynamics and employee interests. In 2020, employees participated in approximately 67,000 hours of internal training across all markets.
With respect to diversity, equity and inclusion, the Company implemented conscious inclusiveness training for employees in the United States, to complement existing extensive diversity training opportunities. All new employees must complete the Diversity at American Tower online training as part of the onboarding process. The course content is customized for each country, and almost 100% of employees complete this training within 30 days of their hiring. The Company continues to explore additional formal and informal programs that allow us to foster ongoing dialogue around complex issues and address challenges with regard to diversity, equity and inclusion, and this continues to be a top corporate priority.
We also have a comprehensive talent management review process to develop future leaders and ensure effective succession planning. In each market, we conduct performance and talent management assessments to develop employee skill sets, determine career growth opportunities and facilitate organizational succession planning. The Company is proud of its TowerStar Award program, currently in its 21st year. The program encourages employees across each of our markets to nominate individuals and teams to receive senior leadership and Board recognition for excellence.
Developing our managers is critical to our success, and resources and tools are provided to all levels of management. For example, the Management Development at American Tower program provides continuous development opportunities through training led by American Tower leaders. Managers learn tools and best practices that enable both management and team success and build and strengthen competencies to better respond to the needs of a growing and increasingly complex organization. Our annual Advanced Leadership Development Program, in collaboration with the INSEAD executive education program, provides our next-generation leaders in Latin America, Europe and Africa with a 12-week intensive workshop to enhance management and leadership skills. Additionally, the Leadership Excellence at American Tower program supports senior leaders’ development through its partnership with the Massachusetts Institute of Technology. Participants learn from industry experts on topics like global strategy and leading in uncertain times.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
24
CORPORATE GOVERNANCE
Cybersecurity
Workplace Safety, Health and Wellness
We are committed to the safety of our employees and surrounding communities. Employees working on our tower sites undergo training on topics ranging from working at heights to relevant rescue techniques, and are required to comply with all applicable policies and local regulations, including the use of PPE, electrical safety, hazardous waste handling, motor vehicle safety and issues related to working around electromagnetic fields. These employees are required to pass and complete regular safety training courses and follow specific tower and site safety protocols using complex operational manuals. A key component of our culture is a strong commitment to incident reporting and corrective actions, as well as a comprehensive program for ensuring vendor compliance with safety standards and certifications. Our strict adherence to the rigorous standards set forth by the relevant government agencies and other authorities, such as the Telecommunications Infrastructure Registered Apprenticeship Program and Telecommunications Industry Association, is critical to ensuring our towers are structurally safe for field personnel, vendors, tenants and communities. The Company helps to set the standards for training and certification in the wireless industry and strongly advocates for workplace safety best practices.
As we navigate the COVID-19 pandemic, our top priority continues to be the health and safety of our employees, their families, our tenants, suppliers and surrounding communities. We have taken a variety of actions to ensure the continued availability of our communications sites, while also focusing on the well-being of our people. These measures include supporting our tenants remotely, facilitating work-from-home arrangements, eliminating travel requirements for our teams when practicable, and providing safety equipment and COVID-19 protocol training for essential employees working at our sites, as well as making other modifications to our business practices.
Human Rights
Respect for human rights is an essential value of the Company and vital to the operation of our global business. We are uncompromising with our commitment to ethics, integrity and how we conduct business. In late 2020, we released our Global Human Rights Statement to publicly outline our values as it relates to human rights issues.
The Statement reiterates that the Company will not infringe on the rights of others and will endeavor to address adverse human rights impacts within the communities in which we conduct our business. We expect our employees, vendors and other stakeholders to share this commitment to ensure we all respect and promote human rights in all our business activities.
Our commitment to human rights is further enhanced by our initiatives relating to disaster relief, empowerment and education of vulnerable communities through technology, ongoing philanthropic efforts and community engagement.
Culture and Engagement
The Company engages its employees in a number of ways, including Ask Our CEO communications, Town Hall meetings, team meetings and biennial surveys to better understand their perspectives on key issues related to working at the Company. Out of the nearly 91% of employees who responded to our latest survey, 92% are proud to work at our Company. Other survey responses confirm the Company's commitment to cultivating a strong culture, fostering employee engagement and maintaining ethical business practices.
The Company has also addressed employee concerns by taking such steps as conducting comprehensive communication, team building and networking events centered on our core principles. Certain offices also launched collaboration initiatives within and across departments, with innovative flexible-workspace programs to promote broader interaction and cooperation.
Cybersecurity
The Company is committed to properly addressing the cybersecurity threats we face in today's global business environment. A dedicated team of technology professionals works throughout the year to monitor all matters of risk relating to cybersecurity. In 2020, we achieved our first globally recognized cybersecurity certification, ISO 27001, for our U.S. data centers. The Company maintains a robust privacy compliance program, which expanded in 2020 to several international markets. Employees are provided with compulsory training that enables them to detect and report malware, ransomware and other malicious software and social engineering attempts that may
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
25
CORPORATE GOVERNANCE
Executive Succession Planning compromiseExecutive Succession Planning
Our Board’s involvement in leadership development and succession planning is ongoing. Pursuant to our Corporate Governance Guidelines, the Company’s informationBoard, in its executive sessions, annually considers and reviews succession candidates for the CEO and other executive leadership positions for both near- and long-term planning. The Board reviews potential candidates for succession planning purposes, in light of their performance, leadership qualities and ability to manage additional responsibilities. The Board also considers potential risks regarding the retention of our current executive officers and succession candidates, the timeline for implementing each succession plan, and the extent of disruption likely to be caused as a result of unplanned attrition. In addition, as part of its risk management process, the Board has developed an interim emergency succession plan. On October 22, 2023, Thomas A. Bartlett notified the Board that, effective February 1, 2024, he would be retiring from his roles as President, Chief Executive Officer and Director of the Board. Mr. Bartlett is currently serving as an advisor to the Chief Executive Officer until May 1, 2024. As part of the executive succession plan, the Board appointed Steven O. Vondran, who previously served as our Executive Vice President and President, U.S. Tower Division, to the roles of President, Chief Executive Officer and director of the Board, effective February 1, 2024. To facilitate the transition, the Board also appointed Mr. Vondran to the role of Executive Vice President, Global Chief Operating Officer for the interim period, effective November 1, 2023 until February 1, 2024. Mr. Vondran joined us in 2000 and has held various leadership positions, including Senior Vice President, U.S. Leasing Operations from 2004 to 2010 and Senior Vice President, General Counsel for the U.S. Tower Division, from 2010 to 2018, after which he began serving as Executive Vice President and President, U.S. Tower Division. As part of the transition, the Board also appointed Eugene Noel, who previously served as our Senior Vice President, Chief Operating Officer, U.S. Tower Division, to the role of Executive Vice President and President, U.S. Tower Division, effective November 1, 2023. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 32
CORPORATE GOVERNANCE Stockholder Outreach and Rights Stockholder Outreach and Rights We believe regular, transparent stockholder engagement is essential to American Tower’s long-term success. In 2023, we continued our practice of engaging with stockholders to understand their perspectives on performance and strategy, corporate governance, executive compensation, sustainability and other matters. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | We presented at financial and industry conferences. | | We met with financial and governance analysts and investment firms. | | We met with institutional stockholders. | | We responded to stockholder inquiries. | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | Scheduled meetings in 2023 with stockholders | | | | | | | Regular engagement with stockholders on a broad range of topics | 2023 Discussion Topics Included: •Performance and Strategy •Executive Succession Planning •Human Capital Management •Decarbonization Initiatives •Board Tenure and Refreshment | |
•Executive Compensation •Strategic Acquisitions •Political Spending and Lobbying •Balance Sheet Management •Capital Allocation Priorities | | | Report to Board of Directors | | Senior management regularly updates each committee of the Board on relevant topics, highlighting items discussed and feedback received during stockholder outreach campaigns, as well as the outcome of the advisory vote results on executive compensation. | |
| | | | RESPONSE TO INVESTOR OUTREACH | | In response to communications with our investors, our Board and management team has taken action, implementing the following recent change to our 2024 compensation for executives: •Beginning in 2024, PSU awards granted under our long-term incentive award program will include relative Total Shareholder Return (TSR) as an additional performance measure for a three-year performance period. | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 33
CORPORATE GOVERNANCE Communications From Stockholders and Other Interested Parties | | | | | | | | | | | | | | | | | | | | | Our By-Laws permit a group of up to 20 stockholders, who have owned at least three percent (3%) of American Tower stock continuously for at least three (3) years, the ability to submit Director nominees—up to twenty-five percent (25%) of the Board—for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified in our By-Laws. | | | | | | | PROXY ACCESS | | | | | | Holders of at least 3% of AMT stock held by up to 20 stockholders | | Holding the stock continuously for at least 3 years | | Can nominate up to 25% of the Board for election at an annual meeting of stockholders | | | | | |
In addition, we provide our stockholders with both the right to call a special meeting and act by written consent, the terms of which reflect current market practice. Communications From Stockholders and Other Interested Parties The Board attends to written communications submitted by stockholders and other interested parties and will respond when appropriate. The Board has designated the Nominating Committee to consider, and determine responses to, communications from stockholders and other interested parties. If you wish to send communications on any topic to the Board and its non-management Directors, address your communications to: Robert D. Hormats, Chair of the Nominating and Corporate Governance Committee, c/o General Counsel, American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116. Stockholders proposing Director nominations or any other business for consideration at a meeting of stockholders must comply with the proxy access provisions or the advance notice and related provisions in our By-Laws, as applicable. | | | | | | | | | | | | | | | | | | | | MONITORING OF
COMMUNICATIONS
FROM STOCKHOLDERS | | FORWARDING OF COMMUNICATIONS TO DIRECTORS | | RESPONSE TO STOCKHOLDERS | | Under most circumstances, the Chair of the Nominating Committee is, with the assistance of our General Counsel, primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the other Directors, as he or she considers appropriate. | u | Communications that relate to substantive matters and include suggestions or comments the Chair of the Nominating Committee considers to be important for the Directors to consider will be forwarded to all Directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than are communications relating to ordinary business affairs or matters that are personal or otherwise not relevant to the Company, including mass mailings and repetitive or duplicative communications. | u | Responses are made to stockholders by the most suited person, including a Director or member of senior management. We use the feedback received from stockholders to improve our corporate governance, sustainability and disclosure practices. In addition, we have made numerous changes to executive compensation to align compensation to long-term stockholder value, improve transparency and implement stock ownership guidelines for all executives. | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 34
CORPORATE GOVERNANCE Sustainability at American Tower Sustainability at American Tower At American Tower, we are helping to build a more connected world, while simultaneously generating value for our stakeholders. We understand the importance of investing in our workforce, maintaining fair practices with suppliers and customers and uplifting the communities around our communications infrastructure assets. | | | | | | | AMERICAN TOWER’S SUSTAINABILITY FRAMEWORK |
Our business inherently promotes sustainability through the reduced environmental footprint of shared infrastructure. Our commitment extends beyond environmental impact mitigation to encompass respect for individuals, foster social equity, uphold business ethics and drive continuous enhancement of our business performance. Our aim is to uphold the highest standards of environmental care, social responsibility and corporate governance globally, while firmly supporting the communities in which we operate. Our sustainability framework is built on three pillars: environment, social and governance, each pivotal to our vision of building a more connected world. | | | | | | | ENVIRONMENT: GHG EMISSIONS REDUCTION STRATEGY AND GREEN SITES INITIATIVE |
At American Tower, our environmental strategy is grounded in both actions and goals. With our adoption in 2021 of science-based targets (SBTs) approved by the Science Based Targets initiative that align with the goals set forth in the 2015 Paris Agreement, we are focused on reducing our GHG emissions. Our targets aim to achieve a reduction of at least 40% in both our operational (scope 1 and 2) and value chain (scope 3) GHG emissions by 2035 against a 2019 base year. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Science-Based Targets | | | | | | | | | OPERATIONAL (SCOPE 1 AND 2) GHG EMISSIONS REDUCTION TARGET | | VALUE CHAIN (SCOPE 3) GHG EMISSIONS REDUCTION TARGET | | Our GHG emissions reduction goals reflect our efforts to help limit future global warming to well below two degrees Celsius | | | | | | | | | | | | | At least 40% by 2035 against a 2019 base year | | At least 40% by 2035 against a 2019 base year | | | | | | | | | | | | | | | | | | | | | |
We continue our efforts to support these targets through a comprehensive strategy aimed at reducing our carbon footprint and enhancing sustainability across our operations. This strategy focuses on energy efficiency improvements, renewable energy procurement and on-site generation, and sophisticated energy storage solutions. Since 2012, our investments in these areas have surpassed $600 million, underscoring our commitment to environmental responsibility and operational excellence. These measures help reduce our overall carbon emissions and also bolster operational efficiency and resilience at our sites, thereby delivering enhanced service to our customers, who are increasingly focused on sustainable network operations. A highlight of our environmental efforts in the past year has been the growth of our Green Sites program, a collaborative initiative launched in 2022 in connection with our entry into a master lease agreement with Airtel in Africa. This program has successfully led to the deployment of over 550 green sites across Africa through 2023, exemplifying our commitment to reducing our carbon footprint. New sites developed pursuant to our agreement with Airtel are equipped with an increased number of solar panels and lithium-ion energy AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 35
CORPORATE GOVERNANCE Sustainability at American Tower storage solutions, enabling an approximately 80% to 90% reduction in GHG emissions compared to similar diesel-generator dependent, off-grid sites. This initiative not only supports our goals for reducing scope 1, 2 and 3 emissions, but also helps our customers minimize their emissions, particularly in regions dependent on carbon-intensive energy sources or diesel generators. | | | | | | | SOCIAL: CONNECTING COMMUNITIES AND EMPLOYEE ENGAGEMENT |
Our commitment to social impact is a cornerstone of our mission, extending beyond enhancing global wireless communications. We actively engage in initiatives designed to uplift communities and ensure our employees are deeply involved in our social responsibility efforts. Through the Foundation and various programs, we leverage our resources to create positive change, focusing on education, technology systems. Employeesaccess and community support. The Foundation's mission is to focus on education and technology use to empower students, teachers and communities in need worldwide. Through an employee-driven grants process, the Foundation funds charitable organizations supporting technology-driven education, science, technology, engineering and mathematics (STEM) initiatives, and access to higher learning for underrepresented students. Additionally, the Foundation supports emergency relief efforts to help the communities in which we operate. Moreover, our dedication to digital inclusion is realized through our Digital Communities philanthropic program. This program is specifically designed to bridge the digital divide by establishing Digital Communities—digitally connected spaces in underserved communities equipped with technology that provide instructor-led or self-guided digital literacy, youth education instruction, financial literacy, career skill building and healthcare services to improve the quality of life for community members. In partnership with for-profit corporations, nonprofits and governments, Digital Communities provide social-impact programming under the unified mission to accelerate digital equity. Through building an ecosystem with like-minded partners, which has included several of our customers, we are also requiredpositioned to complete compulsory training on data privacy. positively impact the lives of the communities we serve. | | | | | | | | | | | | | | | | | | | | | | | | | | | As of December 31, 2023, we have launched more than580Digital Communities, which have served more than 720,000 people across 15 countries—Argentina, Brazil, Chile, Colombia, Costa Rica, Ghana, India, Kenya, Mexico, Nigeria, Paraguay, Peru, South Africa, Uganda and the United States—and more than 450,000 training course certificates have been awarded. | | | | | | | | | | | | |
In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyber-attack, this team has established well-defined response procedures to effectively address any cyber threat that may occur despite these safeguards. The response procedures are designed to identify, analyze, contain and remediate such cyber incidents in an expeditious manner. As the cyber landscape evolvesexternal efforts, employee engagement in our technology systems,social responsibility initiatives is a key focus. We encourage and facilitate our employees' participation in volunteer activities and community service, recognizing the importance of personal involvement in achieving our social objectives. This engagement enriches our corporate culture and reinforces our commitment to making a meaningful difference in the communities where we operate. Diversity, equity and inclusion (DEI) are fundamental considerations and values for us in conducting business and a critical factor to our success. We believe DEI infuses fresh ideas, helping us remain connected to customers in a dynamic global market and ensuring mutual respect guides us in our platform extension initiativesinteractions, both internally and externally. We have adopted a Global Human Rights Statement, which can be found on our website. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 36
CORPORATE GOVERNANCE Sustainability at American Tower Our notable DEI actions and achievements were as follows: | | | | | | | | | | Initiatives | | Actions and Achievements | | | | | Education and Training | | •We have a number of courses available for our employees to enhance an inclusive workforce. We deliver trainings at each level of the organization for managers, senior leaders and individual employees. Topics include inclusive leadership, unconscious bias and eliminating bias in performance management, among others. •We have courses on DEI for incumbent employees and new hires. •Throughout the year, we conduct several education and outreach programs to support an inclusive culture. | | | | | | | Recruiting Diverse Talent | | •We are proud of our Leadership Development Program, which provides a recruitment opportunity for business school students who learn about different aspects of our business through regular rotational assignments and, from the inception of such program through December 31, 2023, 60% of our hires identified as part of a minority group and 50% identified as female. •We have also continued our recruiting efforts with Historically Black Colleges and Universities, as well as organizations that focus on veterans, college students and the disabled community, to build a diverse talent pipeline. •We also implement best practices such as behavioral interviewing to decrease bias in recruiting practices. | | | | | | | Supporting Female and Diverse Leaders | | •In 2023, 38% of all employees promoted globally were female, which exceeds the female representation in our workforce of 30%. And, as of December 31, 2023, nearly 40% of management-level positions in the U.S. were also held by women. •We offer a number of trainings to managers to support allyship and an inclusive workforce. •We support professional development opportunities that enable the retention and development of our team members. This includes skill based learnings, internal and external programs as well as in person and online self-directed learning opportunities. | | | | | | | American Tower Foundation | | •Pledges from the Foundation include (i) a total of $2.0 million for grants to organizations around the globe, recommended by our Social Justice Committee, supporting charitable organizations that enhance the Foundation’s work on social justice and equity and (ii) a total of $1.0 million for scholarship funds at two Historically Black Colleges and Universities disbursed over a five-year period (2021–2025). | | | |
| | | | | | | | | | | | | Recognitions | | | | | | We have received recognition in recent years for our ongoing efforts to support an inclusive and diverse workforce. | | | | | | | | | Forbes’ list of America’s Best Midsize Employers in 2024 | Newsweek’s list of America’s Most Responsible Companies in 2024 | U.S. News & World Report's list of Best Companies to Work For 2023-2024 | Forbes’ list of Best Employers for Veterans in 2022 | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 37
CORPORATE GOVERNANCE Sustainability at American Tower | | | | EMPLOYEE ENGAGEMENT | | In 2023, employees were sent our biennial employee engagement survey. The survey was completed by 88% of our employees, and select participation results are noted below: 90% Favorability - Teamwork 88% Favorability - Leadership 85% Favorability - Employee Engagement 82% Favorability - Diversity & Inclusion | |
Through these comprehensive efforts, American Tower strives to enhance connectivity not just in terms of telecommunications, but also in creating opportunities for education, career development and improved community well-being. Our approach to social responsibility reflects our belief that corporate success is deeply intertwined with the broader contexthealth and prosperity of the internetcommunities we serve. At American Tower, we are committed to upholding a strong corporate governance framework that delineates the roles and expanding connectivity, management continually updates its approach on cybersecurityresponsibilities of our Board, ensures comprehensive oversight of our strategic and operational directives and underpins compliance throughout our operations. Embedded within this framework is a steadfast commitment to safeguardsustainability principles, which are integral to the Company’s sensitive information and assets.overarching success of our Company. The Board believes a strong cyber strategy is vital to protect our business, tenantsgovernance of sustainability practices and assets. The Audit Committee overseescorporate responsibility policies fall under the Company’s internal cybersecurity and other information technology risks, controls, strategies and procedures. In addition, the Audit Committee periodically evaluates our cyber strategy to ensure its effectiveness and, if appropriate, includes a review from third-party experts. We maintain a data incident response plan (the Response Plan) to help ensure a timely, consistent and compliant response to actual or attempted data incidents impacting the Company. The Response Plan covers the major phasespurview of the incident responseNominating Committee, as outlined in its charter. The Nominating Committee plays a pivotal role in overseeing the annual process including (1) preparation, (2) detectionof sustainability reporting, ensuring transparency and analysis, (3) containment and investigation, (4) notification, which may include timely notice toaccountability in our efforts. Furthermore, with oversight from our Board, if deemed material or appropriate, (5) eradicationour executive team leads our global operations, emphasizing the importance of ethical and recovery,sustainable business practices. The Chief Sustainability Officer is tasked with overseeing the Company's sustainability efforts, providing regular updates to the Nominating Committee on the progress and (6) incident closureinitiatives related to sustainability. The establishment of our Global Sustainability Committee in 2021 marked a significant step forward in enhancing our sustainability strategy. This committee is instrumental in fostering the development of our sustainability objectives and post-incident analysis.encouraging the exchange of knowledge and best practices across different markets, reinforcing our commitment to sustainability and responsible governance. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 38
CORPORATE GOVERNANCE Stock Ownership Guidelines | | | | | | | | | | ALIGNING WITH THE UNITED NATIONS’ SUSTAINABLE DEVELOPMENT GOALS (SDGs) | | Our sustainability pillars align with the SDGs, which are a universal call to action to end poverty, protect the planet and ensure all people enjoy peace and prosperity by 2030. | | | | | | | | Environment | Social | Governance | | | |
Stock Ownership Guidelines To further align the interests of our leadership with those of our stockholders and promote our commitment to sound corporate governance, our Corporate Governance Guidelines include stock ownership guidelines. Each executive officer and Director is expected to beneficially own American Tower stock equal in market value to a specified multiple of his or her annual base salary or annual cash retainer, as applicable. The guideline for the CEO is six (6) times his or her annual base salary and for each of the other executive officers is three (3) times his or her annual base salary. The guideline for each non-management Director is five (5) times the annual cash retainer. Each executive officer and non-management Director has five (5) years from the date of hire/appointment to reach his or her ownership target. Following the change to our Corporate Governance Guidelines in September 2022 to remove in-the-money value of vested options and unvested PSUs (at target), each executive officer and non-management Director has two (2) years from that amendment date to reach his or her ownership target. Additionally, each executive officer is required to retain at least 50% of shares, net of tax obligations, until he or she meets the ownership requirements. To determine compliance with these guidelines, we count actual shares unvested RSUs, in-the-money value of vested options and unvested PSUs (at target).RSUs. The Compensation Committee administers these stock ownership guidelines and may modify their terms and grant hardship exceptions at its discretion. As of March 29, 2021,25, 2024, each executive officer and non-management Director was in compliance with the guidelines (except for Mr. Tanner, who joined the Board in September 2019, and Mr. Frank, who joined the Board in January 2021). Executive Succession Planning
Our Board's involvement in leadership development and succession planning is ongoing. Pursuant to our Corporate Governance Guidelines, on an annual basis, the Board, in its executive sessions, considers and reviews succession candidates for the CEO and other executive leadership positions for both near- and long-term planning. The Board reviews potential candidates for succession planning purposes, in light of their performance, leadership qualities and ability to manage additional responsibilities. The Board also considers potential risks regarding the retention of our current executive officers and succession candidates, the timeline for implementing each succession plan, and the extent of disruption likely to be caused as a result of unplanned attrition. In addition, as part of its risk management process, the Board has developed an interim emergency succession plan.
On March 16, 2020, the Board named Mr. Bartlett as President and CEO as part of the executive succession plan. Mr. Bartlett had previously served as the Company's Executive Vice President and Chief Financial Officer for over ten years. In addition, the Board named Rodney M. Smith to the position of Executive Vice President, Chief Financial Officer and Treasurer. Mr. Smith has been with the Company for more than ten years, including serving as Chief Financial Officer of the Company’s U.S. Tower Division.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
26
CORPORATE GOVERNANCE
Approval of Related Party Transactions
Communications From Stockholders and Other Interested Parties
The Board gives attention to written communications submitted by stockholders and other interested parties and will respond if and as appropriate. The Board has designated the Nominating Committee to consider, and determine responses to, communications from stockholders and other interested parties. If you wish to send communications on any topic to the Board and its non-management Directors, address your communications to: David E. Sharbutt, Chairperson of the Nominating and Corporate Governance Committee, c/o General Counsel, American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116. Stockholders proposing Director nominationsmet his or any other business for consideration at a meeting of stockholders must comply with the proxy access provisions or the advance notice and related provisions in our By-Laws, as applicable.
| | | | | | | | | | | | | | | | | | | | MONITORING OF
COMMUNICATIONS
FROM STOCKHOLDERS | | FORWARDING OF
COMMUNICATIONS TO
DIRECTORS | | RESPONSE TO
STOCKHOLDERS | Under most circumstances, the Chairperson of the Nominating Committee is, with the assistance of our General Counsel, primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the other Directors as he or she considers appropriate. | | Communications that relate to substantive matters and include suggestions or comments the Chairperson of the Nominating Committee considers to be important for the Directors to consider will be forwarded to all Directors. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than are communications relating to ordinary business affairs or matters that are personal or otherwise not relevant to the Company, including mass mailings and repetitive or duplicative communications. | | Responses are made to stockholders by the most suited person, including a Director or member of senior leadership. We use the feedback received from stockholders to improve our corporate governance, sustainability and disclosure practices. In response, we have made numerous changes to executive compensation to align compensation to long-term stockholder value, improve transparency and implement stock ownership guidelines for all executives. | | | | | |
her ownership target.Approval of Related Party Transactions Our Corporate Governance Guidelines include a policy forthat the Nominating Committee shall review and approvalapprove all related party transactions for potential conflicts of all transactions involvinginterest and will prohibit such a transaction if it determines it to be inconsistent with the interests of the Company and related parties.its stockholders. Under the policy, (i) “related party transactions” means all transactions between the Company and any related party other than transactions available to employees or Directors generally or transactions involving less than $120,000, and (ii) “related parties” means our executive officers, Directors and stockholders owning more than five percent (5%) of our Common Stock, as well as any such person’s immediate family members. The policy also covers entities that are owned or controlled by related parties, or entities in or of which related parties have a substantial ownership interest or control. The policy does not cover any transaction that is available to employees or Directors generally or any transaction involving less than $120,000. Under the policy, management must present to the Nominating Committee the proposed terms of any related party transaction that it wishes to enter into, including the value of the proposed transaction. After AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 39
CORPORATE GOVERNANCE Approval of Related Party Transactions reviewing the transaction, the Nominating Committee will approve or disapprove it, and management must continue to update the Nominating Committee of any material change to any approved transaction. If management enters into a related party transaction before the Nominating Committee approves it, the Nominating Committee must ratify the transaction or management must make all reasonable efforts to cancel or annul the transaction. In 2020,2023, the Company received approximately $1.2$1.4 million from Ligado Networks, LLC (Ligado). Payments from Ligado to the Company were customary recurring lease payments for tower space Ligado leases on multiple communications sites. Doug Smith, the President and Chief Executive Officer of Ligado, is the brother of Mr.Rodney M. Smith, the Company’s Executive Vice President, Chief Financial Officer and Treasurer. This transaction was reviewed and ratified by the Nominating Committee in accordance with the Company’s Corporate Governance Guidelines. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 2740
CORPORATE GOVERNANCE
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and ManagementAudit Matters
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | PROPOSAL 2 | | Ratification of Selection of Independent Registered Public Accounting Firm The Audit Committee has selected, and the Audit Committee and the Board of Directors recommend stockholder ratification of, Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024. | | The Audit Committee and the Board of Directors unanimously recommend that you vote FOR the ratification of the selection of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the current fiscal year. | | | | | | | | |
The table below sets forth certain information knownAudit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm selected to usaudit our consolidated financial statements. Deloitte has served as our independent registered public accounting firm since our inception. To ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of March 29, 2021, regarding shares of Common Stock beneficially owned as of such date by: •each member of our Board;
•each executive officer namedthe independent registered public accounting firm and has conducted formal auditor solicitation processes in the Summary Compensation Table, which can be found on page 55past to evaluate other firms. In those solicitation processes and periodic evaluations, the Audit Committee considers such factors as the independence materials provided by Deloitte, the firm’s familiarity with our account and lines of business, the firm’s work quality and management’s satisfaction with its performance, and the firm’s tenure as the Company’s independent auditor. Further, in this Proxy Statement;conjunction with the mandated rotation of Deloitte’s lead engagement partner, the Audit Committee and its Chair were directly involved in the selection of Deloitte’s lead engagement partner. Deloitte’s institutional knowledge and experience, combined with a fresh perspective offered by periodic changes in the audit team resulting from the mandatory lead engagement partner rotation, provides value to the Company. The members of the Audit Committee and the Board of Directors believe that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the Company and its stockholders.
•all Directors and executive officers as a group; and
•each person known to beneficially own more than 5% of our outstanding Common Stock.
We determined the number of shares of Common Stock beneficially ownedAlthough ratification by each person under rules promulgated by the SEC. The informationstockholders is not necessarily indicativerequired by law or our By-Laws, the Audit Committee believes submission of beneficial ownership forits selection to stockholders is a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any other purpose. Under these rules, beneficial ownership includes any shares to whichtime, if the individual or entity has sole or shared voting power or investment powerAudit Committee believes that such a change would be in the best interests of the Company and also any sharesits stockholders. If our stockholders do not ratify the individual or entity hadselection of Deloitte as our independent registered public accounting firm, the right to acquire within 60 daysAudit Committee will reconsider its selection.
Representatives of March 29, 2021. Accordingly, the numbers of shares shown below include shares underlying stock options and RSUs that are vested orDeloitte are expected to vest priorbe present at the Annual Meeting. They will have the opportunity to May 28, 2021, which we collectively refermake a statement, if they choose, and will also be available to belowrespond to appropriate questions from stockholders. Required Vote Approval of this resolution requires the affirmative vote of a majority of the votes cast by, or on behalf of, stockholders at the Annual Meeting. Abstentions and broker non-votes are not considered as “presently vested equity.” All percentages with respect to our Directorsvotes cast “for” or “against” this proposal and executive officers are basedhave no effect on the shares of Common Stock outstanding as of March 29, 2021. Except as noted below, each holder has sole voting and investment power with respect to all shares of Common Stock listed as beneficially owned by that holder. | | | | | | | | | | Name of Beneficial Owner | Number of
Shares | Percent of
Common
Stock | | Directors and Named Executive Officers | | | Thomas A. Bartlett(1) | 198,153 | * | Edmund DiSanto(2) | 412,935 | * | Raymond P. Dolan(3) | 28,975 | * | | Robert D. Hormats | 5,859 | * | | Gustavo Lara Cantu | 10,768 | * | | Grace D. Lieblein | 2,953 | * | | Craig Macnab | 9,127 | * | | Olivier Puech | — | * | JoAnn A. Reed(4) | 64,914 | * | Pamela D.A. Reeve(5) | 32,565 | * | David E. Sharbutt(6) | 8,588 | * | Amit Sharma(7) | 583,190 | * | Rodney M. Smith(8) | 183,595 | * | James D Taiclet(9) | 1,341,277 | * | | Bruce L. Tanner | 739 | * | Samme L. Thompson(10) | 37,191 | * | Steven O. Vondran(11) | 67,146 | * | All Directors and executive officers as a group (19 persons)(12) | 3,010,359 | | | Five-Percent Stockholders | | | The Vanguard Group(13) | | | | 100 Vanguard Blvd., Malvern, PA 19355 | 56,124,669 | 12.62 | % | BlackRock, Inc.(14) | | | | 55 East 52nd Street, New York, NY 10055 | 34,348,573 | 7.72 | % |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 28
CORPORATE GOVERNANCE
Security Ownership of Certain Beneficial Owners and Management
*Less than 1%
(1)Includes 166,374 shares of Common Stock beneficially owned by Mr. Bartlett and presently vested equity with respect to an aggregate of 31,779 shares of Common Stock.
(2)Includes 161,879 shares of Common Stock beneficially owned by Mr. DiSanto and presently vested equity with respect to an aggregate of 251,056 shares of Common Stock.
(3)Includes 15,711 shares of Common Stock beneficially owned by Mr. Dolan and presently vested equity with respect to an aggregate of 13,264 shares of Common Stock.
(4)Includes 48,060 shares of Common Stock beneficially owned by Ms. Reed and presently vested equity with respect to an aggregate of 16,854 shares of Common Stock.
(5)Includes 15,711 shares of Common Stock beneficially owned by Ms. Reeve and presently vested equity with respect to an aggregate of 16,854 shares of Common Stock.
(6)Includes 763 shares of Common Stock beneficially owned by Mr. Sharbutt and presently vested equity with respect to an aggregate of 7,825 shares of Common Stock.
(7)Includes 263,208 shares of Common Stock beneficially owned by Mr. Sharma and presently vested equity with respect to an aggregate of 319,982 shares of Common Stock.
(8)Includes 35,733 shares of Common Stock beneficially owned by Mr. Smith and presently vested equity with respect to an aggregate of 147,862 shares of Common Stock.
(9)Mr. Taiclet retired from his position effective June 14, 2020. The number of shares is based on information disclosed in a Form 4 filed by Mr. Taiclet on June 16, 2020 and includes the accelerated vesting of 58,204 RSUs, pursuant to the terms of the applicable award agreements, and 834,607 vested stock options as of his retirement date. The amount also includes 48,742 shares of PSUs which vested on March 12, 2021 and have a deferred release in May 2021.
(10)Includes 20,337 shares of Common Stock beneficially owned by Mr. Thompson and presently vested equity with respect to an aggregate of 16,854 shares of Common Stock.
(11)Includes 8,862 shares of Common Stock beneficially owned by Mr. Vondran and presently vested equity with respect to an aggregate of 58,284 shares of Common Stock.
(12)Includes presently vested equity with respect to an aggregate of 1,715,272 shares of Common Stock.
(13)Based on a Schedule 13G/A filed on February 10, 2021, The Vanguard Group had shared voting power over 1,027,166 shares of Common Stock, sole dispositive power over 53,885,724 shares of Common Stock, shared dispositive power over 2,238,945 shares of Common Stock and beneficial ownership of 56,124,669 shares of Common Stock.
(14)Based on a Schedule 13G/A filed on January 29, 2021, BlackRock, Inc. had sole voting power over 30,613,959 shares of Common Stock and sole dispositive power over 34,348,573 shares of Common Stock and beneficial ownership of 34,348,573 shares of Common Stock.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
2941
AUDIT MATTERS
CORPORATE GOVERNANCE
Audit Committee Report Audit Committee Report Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm, Deloitte, & Touche LLP, is responsible for performing an independent audit of the Company’s financial statements in accordance with standards of the U.S. Public Company Accounting Oversight Board (PCAOB) and issuing a report on those financial statements and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee is also responsible for monitoring and reviewing these processes. The Audit Committee reviewed the Company’s audited financial statements for fiscal year 20202023 (ended December 31, 2020)2023) and discussed with the Company’s management these financial statements, including the acceptability and quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with Deloitte & Touche LLP the audited financial statements and the matters required by the applicable requirements of the PCAOB and the SEC. Deloitte & Touche LLP provided the Audit Committee with the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with Deloitte & Touche LLP its independence and has considered whether the firm’s provision of other non-audit related services to the Company is compatible with maintaining such auditors’ independence. Based on its discussions with, and its review of information provided by, management and Deloitte, & Touche LLP, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2023. By the Audit Committee of the Board of Directors of American Tower Corporation. AUDIT COMMITTEE JoAnn A. Reed, ChairpersonChair Teresa H. Clarke Kenneth R. Frank Grace D. Lieblein
Bruce L. Tanner
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3042
CORPORATE GOVERNANCEAUDIT MATTERS
Independent Auditor Fees and Other Matters Independent Auditor Fees and Other Matters The following table presents the aggregate fees billed for services rendered by Deloitte & Touche LLP for the fiscal years ended December 31, 20202023 and 20192022 ($ in thousands): | | 2020 | 2019 | | 2023 | | | 2023 | 2022 | | Audit Fees | Audit Fees | $ | 6,928 | | $ | 6,800 | | | Audit-Related Fees | Audit-Related Fees | $ | 1,600 | | $ | 1,980 | | | Tax Fees | Tax Fees | $ | 1,050 | | $ | 1,050 | | | Total Fees | Total Fees | $ | 9,578 | | $ | 9,830 | |
Audit Fees. These fees relate to professional services rendered in connection with the annual audit of our consolidated financial statements and internal control over financial reporting; the reviews of the condensed consolidated financial statements performed in connection with each of our Quarterly Reports on Form 10-Q; and consultations regarding the accounting, financial reporting and audits of subsidiaries, including statutory audits required by foreign jurisdictions and audits required by the agreements related to our securitizations. Audit-Related Fees.These include fees for valuation reviews and audit services performed in connection with our acquisitions, due diligence services and other services performed in connection with our financing activities. In 20202023 and 2019,2022, the acquisition-related audit service fees included in the total audit-related fees were $0.8less than $0.1 million and $0.9$0.2 million, respectively. Tax Fees. These include fees for consulting services related to potential acquisitions, tax planning and advice, and assistance with international and other tax matters. Audit Committee Pre-approval Policy and Procedures. The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services to be performed by our independent registered public accounting firm. This policy requires that we do not engage our independent registered public accounting firm to render audit or non-audit services unless the Audit Committee specifically approves the service in advance or the engagement is entered into pursuant to one of the pre-approval procedures described below. The Audit Committee may, and periodically does, pre-approve specified types of services, including permissible tax services, that we expect our independent registered public accounting firm to provide during the next 12 months. The Audit Committee may also authorize any Audit Committee member to approve any audit or non-audit services that our independent registered public accounting firm provides. Any approval of services by an Audit Committee member pursuant to this delegated authority is to be reported at the next meeting of the Audit Committee. The Audit Committee approved all the services described above in accordance with its pre-approval policies and procedures. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3143
Compensation and Other Information Concerning Directors and Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PROPOSAL 3 | | Advisory Vote on Executive Compensation We are providing our stockholders the opportunity to approve, on an advisory basis (a “say on pay” vote), the compensation of our named executive officers as described in “Compensation Discussion and Analysis” and related tabular and narrative disclosures in this Proxy Statement, in accordance with Section 14A of the Exchange Act. We intend to submit our executive compensation to an advisory vote annually, consistent with the advisory vote of our stockholders on the frequency of the say on pay vote at our 2023 Annual Meeting of Stockholders. The next advisory say on pay vote of our stockholders will be held at our 2025 Annual Meeting of Stockholders. | | The Board of Directors unanimously recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, pursuant to the compensation disclosure rules of the SEC. | | | | | | | | |
We believe our executive officers play a critical role in our financial, strategic and operational performance and in creating long-term stockholder value. Accordingly, our executive compensation philosophy is to create a balance that achieves our executive retention objectives, while rewarding our executive officers under a pay-for-performance philosophy through an appropriate combination of base salary, annual performance incentive awards and long-term, equity-based compensation. The objectives of our executive compensation program include: •attracting and retaining top talent; •motivating and engaging our executive officers; and •driving sustainable, long-term growth and stockholder value consistent with our vision and growth strategy. We continually review our executive compensation program. We seek the input of our stockholders, and based on such engagement, have made changes to our executive compensation program over time, which reflect those discussions. We urge you to read the “Compensation Discussion and Analysis,” including the accompanying compensation tables and related narrative disclosures in this Proxy Statement, as it provides greater detail on our compensation philosophy and determinations. The Compensation Committee and the Board believe our executive compensation program and policies are consistent with, and help us achieve the goals of, our compensation philosophy. HIGHLIGHTS OF OUR EXECUTIVE COMPENSATION PROGRAM AND POLICIES Target Compensation Mix The majority of our executives' targeted compensation consists of at-risk pay elements. We weigh our target compensation packages toward equity-based incentive awards to focus executives on long-term value creation and to provide an appropriate balance with the short-term performance-driven incentive awards. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 44
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Proposal 3 Advisory Vote on Executive Compensation Key Compensation Elements Our executive compensation philosophy is to create a balance that achieves our executive retention objectives, while rewarding our executive officers under a pay-for-performance philosophy through an appropriate combination of base salary, annual performance incentive awards and long-term equity based compensation. | | | | | | | Annual Base Salary | •Provides a competitive level of compensation to attract and retain highly qualified talent •Annually reviewed against similarly situated executives at peer group companies and against internal pay equity metrics | •Based on a review of competitive market data, none of our NEOs received an increase to their base salaries for the 2023 fiscal year |
+ | | | | | | | Annual Performance Incentive Program | •80% of target awards tied to achieving pre-established company financial goals: •Total property revenue, excluding pass-through revenue(1) (30% of overall target award), and •Adjusted EBITDA(2) (50% of overall target award) •20% of target award tied to achieving pre-established individual performance goals, based on the Company's Key Objectives: (i) scale the core, (ii) be the most trusted, strategic partner for our customers, (iii) accelerate platform extensions, (iv) position the teams for the future and (v) grow and maintain a healthy cultural foundation, half of which (10% of overall target award) are based on sustainability metrics | •In 2023, our NEOs received 153% of their target incentive award based on performance against these goals •The Compensation Committee did not exercise discretion in determining final incentive award amounts following achievement of the financial and individual goals |
+ | | | | | | | | | | Long-Term Incentive Program | •Consists only of RSU and PSU awards: •CEO – 70% PSU / 30% RSU •Other NEOS – 60% PSU / 40% RSU •RSUs are time-based and function as a long-term retention tool | •Vesting of PSUs is determined by achieving pre-established goals for cumulative AFFO Attributable per Share(2) (70%) and average ROIC(2) (30%) over a three-year performance period(3) | •In 2023, our NEOs each earned 129% of their 2021 PSU award |
(1)For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (3)Beginning in 2024, PSU awards granted under our long-term incentive award program will include relative TSR as an additional performance measure for a three-year performance period. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 45
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Proposal 3 Advisory Vote on Executive Compensation Compensation Governance and Best Practices Our compensation program adheres to high standards of compensation governance. Required Vote Approval of this resolution requires the affirmative vote of a majority of the votes cast by, or on behalf of, stockholders at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” this proposal and have no effect on the results. Although the advisory vote on this proposal is non-binding, meaning that our Board is not required to adjust our executives’ compensation or our compensation programs or policies as a result of the vote, we encourage all stockholders to vote their shares on this matter, as the Board and the Compensation Committee will consider the voting results when determining compensation policies and decisions, including future executive compensation decisions. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 46
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Compensation Discussion and Analysis In this section, we summarize our philosophy and objectives regarding the compensation of our NEOs, including our policies on how we determine the elements and amounts of executive compensation. We encourage you to read this discussion and analysis, in conjunction with our compensation tables beginning on page 5569 and the report of the Compensation Committee of our Board on page 5468 of this Proxy Statement. All references to the “Committee” in this section refer to the Compensation Committee. Our 20202023 NEOs | | | | | | | Name | Title | | | Thomas A. Bartlett(1) | President and Chief Executive Officer | Rodney M. Smith(2) | Executive Vice President, Chief Financial Officer and Treasurer | Edmund DiSanto | Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | | Olivier Puech | Executive Vice President and President, Latin America and EMEA | Amit Sharma(3)Steven O. Vondran(2)
| Executive Vice President and Global Chief Operating Officer | Sanjay Goel(3) | Executive Vice President and President, Asia | Steven O. Vondran | Executive Vice President and President, U.S. Tower Division | James D. Taiclet(4)
| Former Chairman of the Board, President and Chief Executive Officer | | Asia-Pacific |
(1)Mr. Bartlett was namedretired from his position as President and Chief Executive Officer, effective February 1, 2024. He is serving in the role of advisor to the Chief Executive Officer from February 1, 2024 until May 1, 2024. For more information regarding Mr. Bartlett's 2024 compensation, see "2024 Compensation Updates for CEO" on March 16, 2020, having previously served as Chief Financial Officer.page 67. (2)Mr. SmithVondran was named Executive Vice President, Chief Financial Officer and Treasurer on March 16, 2020, having previously served as Senior Vice President, Corporate Finance and Treasurer. (3)Mr. Sharma transitioned from hisappointed to the role asof Executive Vice President and President, Asia onGlobal Chief Operating Officer, effective November 1, 2023 until February 28, 2021, to Chairman of the Company’s Asia-Pacific region1, 2024, and Special Advisor to the role of President and Chief Executive Officer.Officer, effective February 1, 2024.
(4)(3)Mr. Taiclet retired fromGoel joined the Company on June 14, 2020.
The Committee determined to include all ofin March 2021 and this is the executive vice presidents serving at fiscal year end in this year's Proxy Statementfirst time that he has been included as a result of changes in the senior leadership team in 2020 and the nominal difference in total compensation between two of the executive vice presidents. NEO.
For a complete list of our current executive officers, see Part III, Item 10 in our Annual Report on Form 10-K for the year ended December 31, 20202023 (Form 10-K). Table of Contents AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 47
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Executive Summary 2023 COMPENSATION SUMMARY Our Compensation Approach | | | | | | | | •No increase to base salaries or target bonus amounts. Based on our review of the current market and advice from our compensation consultant, none of our NEOs received an increase in base salary or target annual performance incentive award from 2022 to 2023. | •Equity awards are largely performance based. For 2023, we continued to grant a mix of RSUs and PSUs, with 70% of the target value of our CEO's annual equity incentive made up of PSUs and 60% of the target value of our other NEOs' annual equity incentive made up of PSUs. Vesting of PSUs is determined based on achieving cumulative AFFO Attributable per Share(1) (70% of PSU award) and average ROIC(1) (30% of PSU award) targets over a three-year performance period. | | | •Continue to tie incentives to individual metrics rooted in our strategy. For 2023, 20% of each of our NEO's annual bonus opportunity was tied to achieving individual goals set at the beginning of the fiscal year. These individual goals, which include sustainability goals, are rooted in our Key Objectives, as further discussed below. | •96% stockholder support for Say-on-Pay in 2023. Our stockholders have historically approved our say-on-pay proposal at a high rate, with approximately 96% of votes cast in favor of our executive compensation program at our 2023 annual meeting of stockholders. | | |
(1)AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in BriefAppendix A. OUR COMPENSATION APPROACH IN BRIEF We strongly adhere to a pay-for-performance philosophy. Under this philosophy, 94% of our Chief Executive Officer’s (CEO’s) compensation and 89% of our other Named Executive Officers’ (NEOs’) compensation is at-risk. We seek to reward our executive officers for their leadership roles in meeting key near-term goals and for achieving strategic objectives, while also positioning the Company to generate attractive long-term returns for our stakeholders.stockholders. We expect above-average performance from our executive officers and manage our business in a way that results in each executive having a substantially broader scope of responsibilities than is typically found in the market for comparable roles. In fact, we manage our business with a smaller senior management team than is typically found in companies of our size, industry and complexity. Our objective is to recruit and retain the caliber of executive officers necessary to deliver sustained and attractive total returns to our stockholders, while managing a comparatively greater scope of responsibilities. Base salary is set at a competitive level that reflects market standards, with a goal to attract and retain highly qualified executive talent. We place great emphasis on equity awards in our overall compensation program, as they focus on long-term operating and stock performance objectives, stockholder value appreciation and retention. Additionally, our annual performance incentive awards are performance-driven and based on achievement ofachieving Company goals and objectives established at the beginning of the year, as well as individual performance goals for each of the CEO. Equity awards focus on longer-term operatingexecutive officers. The long-term incentive program is heavily weighted toward achieving certain Company financial metrics over a three-year period. The goal of our compensation program is to reward our executive team for its leadership in meeting key near-term goals and stock performance objectives, while also positioning the Company to generate sustainable long-term stockholder value appreciation and retention.value. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3248
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis
Compensation Committee Oversight and Governance Principles
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | COMPENSATION COMMITTEE OVERSIGHT AND GOVERNANCE PRINCIPLES | | | | | | | | | | | | | | | | | | | | | | | | Responsibility | | CompetitivenessLong-Term Focus | | BalanceStakeholder Alignment | | | | | | | | | | | | | Compensation should take into accountconsider each executive’s responsibility to always act in accordance with our ethical and sustainability objectives at all times; financial and operating performance must notnever compromise these valuesvalues. | Long-term, stock-based compensation opportunities should outweigh short-term, cash-based opportunities; annual objectives should complement sustainable long-term performance. | The financial interests of executives should be aligned with the long-term interests of our stakeholders through performance metrics that correlate with long-term stockholder value. | | | | | | | | | | | | | | | | | | | | Competitive | | Balance | | Pay for Performance | | Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing American Tower’s performance | performance. | Annual and long-term incentive compensation opportunities should reward the appropriate balance of short- and long-term financial, strategic and business results | | | | | | | | | | | | | | | | | | | | | | | Long-Term Focus | | Pay for Performance | | Stakeholder Alignment | | | | | | | | | | | | | Long-term, stock-based compensation opportunities should outweigh short-term, cash-based opportunities; annual objectives should complement sustainable long-term performance | results. | A majority of compensation should be at riskat-risk and directly linked to American Tower performance | | The financial interests of executives should be aligned with the long-term interests of our stakeholders through stock-based compensation and performance metrics that correlate with long-term stockholder value | Tower’s performance. | | | | | | |
Compensation Committee Process and Timeline The following timeline of key events reflects the Committee’s process in benchmarking, compensation design, compensation determinations and goal setting:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | •Review compensation philosophy and objectives in light of Company performance, goals and strategy, stockholder feedback and external benchmarking | •Monitor compensation estimates in comparison to actual performance | •Monitor compliance with management equity ownership requirements | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | April - August
Benchmarking | | | | September - December
Compensation Design | | | | January - March Compensation Determinations and Goal Setting | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | •Committee reviews feedback from stockholder outreach, proxy advisory firms and results of say-on-pay vote •Consultant prepares an initial peer group for developing executive compensation pay decisions | •Committee assesses market conditions through a review of peer group compensation data •Consultant provides advice on plan design and compensation levels for each executive, as well as market and industry trends •Consultant conducts a risk assessment review and audit of compensation practices, programs and policies •Committee determines any plan design changes | •The CEO prepares a written evaluation of each executive officer’s performance and the Chairperson of the Board prepares a written evaluation of the CEO •Committee approves the actual compensation to be paid to the CEO and each executive officer for performance from the prior fiscal year •Committee approves term sheets that reflect plan design for incentive compensation for the year, including performance targets | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3349
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Summary of Executive Compensation ProgramSUMMARY OF EXECUTIVE COMPENSATION PROGRAM
The following is a summary ofsummarizes the components of our 20202023 compensation program and how these components reflect our compensation principles and have helped us achieve our compensation principals and objectives. The Company targets annual base salary, and annual performance incentive and long-term incentive opportunities at approximately the 50th percentilewithin a competitive range of the market;market median; however, we will pay above or below the 50th percentile,market median, as appropriate, based on the experience, individual performance and other characteristics of athe given executive.executive's contributions and role. As illustrated in the charts below, the vast majority94% and 89% of the target mix of compensation for our CEO and other NEOs, for 2020respectively, consisted of at-risk pay elements (i.e., all compensation other than base salary).elements. This mix directly ties executive pay to Company performance, including financial results, strategic initiatives and stock performance. In addition, the Committee believes a significant percentage of each executive’s target compensation package should consist of equity-based compensation. Equity-based compensation is heavily weighted to focus our executive officers on long-term value creation for the benefit of our stakeholders. Our annual performance objectives complementfocus on short-term Company goals, while complementing sustainable long-term performance. The balance between equity-based compensation and annual cash incentives is designed to ensure our executive officers do not take undueconsider the long-term benefits and risks, thatas well as the short-term effects, of their strategic decisions, and the effects those actions may be detrimental tohave on the Company and our stakeholders. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fixed | | | | | | | | | | | | | | | | | | | | At-Risk | | | | Element | | | | | | Objectives | Metrics | | | | | | Not At-Risk | | | | | | | | Annual Base Salary | | | Annual Performance Incentive Program | | | Long-Term Incentive Program | | CEO: | Other NEOs: | | | CEO: | Other NEOs: | | | CEO: | Other NEOs: | | | | | | | | | | | | | | | | | | | | | | OBJECTIVES | | | | | | | | | •Provides a competitive level of compensation to attract and retain highly qualified executive talent •Rewards sustained performance over time and is intended to provide a degree of financial stability to the executive | | We review roles and responsibilities,performance, tenure, and historical and expected contributions to Company's long-term success.
| | | | | CEO: 7% | Other NEOs: 12% | | | | | | | | | | | | | | | | | | | | | | At- Risk | | | | | | | | | Annual Performance Incentive Program | •Provides at-risk, variable cash pay opportunity for performance over one year •Annual incentive targets are designed to motivate our executives to achieve or exceed annual goals within appropriate risk parameters | | | •Provides at-risk, variable, equity-based pay opportunity for sustained operating performance •Long-term retention tool that provides both time-based and performance-based restricted stock units •Focuses executives on the creation of long-term stockholder value | | | | | | | | | | | | METRICS | | | | | | | | | We review roles and responsibilities, performance, tenure, and historical and expected contributions to the Company’s long-term success. | | | 80% of our annual incentive awards is based on pre-established financial metrics. We usetotal property revenue(1), excluding pass-through revenue, and Adjusted EBITDA(1)(2)as the two quantitative performance measures in our annual executiveperformance incentive program. We believe these performance metrics encourage management to grow our business profitably, while also increasing cash generation and controlling costs. Both metrics are reported in our quarterly results and guidance to the market. | | | | | | | CEO: 11% | Other NEOs: 12% | | | | | | |  | | | | | | | | | | | | | | | | Long-Term Incentive | •Provides at-risk, variable, equity-based pay opportunity for sustained operating performance
•Long-term retention tool that provides both time-based and performance-based restricted stock units
•Focuses executives on the creation of long-term stockholder value
•More than 50% of long-term incentive award is performance based
| For PSUs, we use Consolidated AFFO Attributable per Share(1) (2)and ROIC(1)(2)as the two quantitative performance measures in our long-term incentive program. Consolidated AFFO Attributable per Share(2) is widely used in the telecommunications real estate sector to adjust Nareit FFO (common stockholders) for items that may otherwise cause material fluctuations in Nareit FFO (common stockholders) growth from period to period that would not be representative ofand we believe represents the underlying performance of our property assets in those periods. Utilizing the Consolidated AFFO per Share metric encourages management to reserve the use of Company stock as a funding mechanism only for those opportunities where it is strategically warranted and accretive over the long term for existing stockholders.assets. ROIC(2) encourages management to focus on earning adequate returns on invested capital over a sustained period. We believe focusing on growth opportunities that combineRSUs are time-based and function as a long-term Consolidated AFFO per Share accretion with maintaining desired ROIC levels will continue to benefit stockholders.retention tool and incentive for our executives.
| | | | | | | | CEO: 82%
| Other NEOs: 76%
| | | | | | | | | |
(1)For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A.
(1)(2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3450
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Performance2023 PERFORMANCE METRICS
Compensation Determination Process For the annual and long-term incentive programs, the Committee oversees a rigorous and comprehensive goal-setting process. The Committee uses performance measures in the annual and long-term programs that (i) align with the Company’s strategy, operating principles and priorities, and stockholder interests, (ii) support the achievement of Company and individual goals and (iii) reflect the Company’s overall performance. Individual Metrics 20% of our NEOs’ annual incentive awards is tied to achieving pre-established individual performance goals, based on the Company’s five Key Objectives. Our Key Objectives directly correlate to the metrics used by the Committee to measure performance: | | | | | | | | | | | | | | | | | 1 | | SCALE THE CORE | •Leverage our global platform to maximize total stockholder return •Grow total property revenue(1), Adjusted EBITDA(1)(2) and AFFO Attributable per Share(2)(3) •Maintain an attractive average ROIC(2)(3) | | | | | | | | | | 2 | | BE THE MOST TRUSTED, STRATEGIC PARTNER FOR OUR CUSTOMERS | •Provide thought leadership to support further adoption and investment in mobile broadband networks •Enhance our customer relationships through a focus on shared value creation, both throughout our businesses and the wireless industry | | | | | | | | | | 3 | | ACCELERATE PLATFORM EXTENSIONS | •Advance energy solutions to reduce GHG emissions •Pilot scalable emerging growth opportunities adjacent to our core business •Engage customers and external partners to advance the development of the mobile edge | | | | | | | | | | 4 | | POSITION THE TEAMS FOR THE FUTURE | •Develop our talent and capabilities to lead the next generation of digital connectivity •Provide the support and resources to assist employees in growing their careers at American Tower | | | | | | | | | | 5 | | GROW AND MAINTAIN A HEALTHY CULTURAL FOUNDATION | •Foster an inclusive, equitable and diverse culture that retains, attracts and recognizes talent across the organization •Scale our Digital Communities program to help bridge the digital divide | | | | |
(1)Performance metric under the annual performance incentive program. For the total property revenue performance metric, pass-through revenue is excluded. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (3)Performance metric under the long-term incentive program. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 51
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Financial Metrics 80% of our NEOs’ annual incentive awards is tied to achieving pre-established financial metrics. The following tables demonstrate the 10-year financial performance of the metrics used to determine annual performance bonusincentive awards and PSU awards.awards in 2023. | | | | | | | | | ANNUAL PERFORMANCE INCENTIVE AWARD METRICS(1) | TOTAL PROPERTY REVENUE EXCLUDING PASS-THROUGH(2)(3) | | ADJUSTED EBITDA(2) | | | | | | | PSU AWARD METRICS (1) | CONSOLIDATED AFFO ATTRIBUTABLE PER SHARE(4)
| | ROIC(4) | | | | | | |
Our Stand(1)Adjusted EBITDA, AFFO Attributable per Share and Deliver strategy directly correlates to theROIC are non-GAAP financial metrics that measure performance:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | Leading wireless connectivity is linked to total stockholder return | | 2 | Innovating for a mobile future is measured by our innovation and platform expansion initiatives and our sustainability goal to reduce our reliance on fossil fuels and increase usage of renewable energy sources | | 3 | Driving efficiency is demonstrated by total property revenue(2) and Adjusted EBITDA(2) | | 4 | Growing our assets and capabilities is measured by Consolidated AFFO per Share(4) growth and maintaining an attractive average ROIC;(4) these financial metrics are then used in the incentive award plan designs for our executives | | | | | | | | | | | |
(1)measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
(2)Performance metric under the annual performance incentive program. (3)Total property revenue excludesShown excluding pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (4)Performance metric under the PSUlong-term incentive program. Chief Executive Officer TransitionHighlights of 2023 Performance
•Record colocation and Succession Planningamendment growth in our U.S. & Canada property segment, record colocation and amendment growth in our international segment and a second consecutive year of record sales for our Data Centers segment; On March 16 2020, we announced that•Expanded cash Adjusted EBITDA(1) margins year over year supported by cost controls, combined with inherent operating leverage in the tower model;
•Strengthened our then-current Chairmanbalance sheet and increased our financial flexibility through issuance of senior unsecured notes and securities in a securitization transaction, while maintaining our investment-grade credit rating; •Increased liquidity to end the year at $9.6 billion and reduced floating rate debt exposure from over 22% as of the Board, President and Chief Executive Officer, James D. Taiclet, would be retiring from the Company. The same day,end of 2022 to under 11% as part of the Board’s established successionend of 2023; •Issued an aggregate of $7.0 billion in fixed rate debt; and leadership transition plans, it appointed Thomas A. Bartlett, who was viewed by •Additionally, in early 2024, entered into an agreement with an affiliate of Brookfield Asset Management to sell 100% of the Board asequity interests in our operations in India, for total consideration of up to $2.5 billion. (1)Adjusted EBITDA is a "ready now" CEO,non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to succeed Mr. Taiclet as our President and Chief Executive Officer, and appointed Rodney M. Smith to succeed Mr. Bartlett as Chief Financial Officer. Mr. Taiclet agreed to continue to serve as executive Chairman until June 14, 2020. Under Mr. Bartlett’s leadership as Chief Financial Officer over the previous 10 years,GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3552
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis American Tower’s total revenues had grown by more than 375% and the enterprise value had expanded to $127 billion from $16 billion, all the while maintaining the Company's investment grade credit rating.
The Committee, advised by Meridian Compensation Partners, LLC ("Meridian"), set Mr. Bartlett’s target total direct compensation as President and CEO, effective as of April 1, 2020, at approximately $14.0 million, which included the following components:
•Base salary: $1,000,000
•Annual bonus target: $1,500,000 (150% of base salary)
•Long-term incentive compensation: $11,500,000 (with grant dates of March 10, 2020 and May 1, 2020)
Treatment of Mr. Taiclet’s Current Equity Awards Upon Retirement
On June 14, 2020, Mr. Taiclet retired from the Company, at which time he held unvested PSUs and RSUs that were granted over the previous four years. The Company provides for accelerated vesting and extended exercise periods of stock options and RSUs for all employees upon a Qualified Retirement (as defined in the applicable award agreement), provided certain eligibility criteria are met. Mr. Taiclet met the eligibility criteria, as he had a combined age and years of service with the Company of at least 65 years at the time of his retirement (he is at least 55 years old and had a minimum of five years of service) and executed a release containing non-compete, non-solicitation and non-disparagement provisions. Accordingly, upon his retirement, Mr. Taiclet's RSUs were immediately vested and settled shortly thereafter in Company stock and the exercise periods of his stock options were extended to three years from his retirement date.
Mr. Taiclet's outstanding PSU award agreements provided that upon his Qualified Retirement he would be entitled to receive the number of PSUs earned based on actual performance through the end of the performance period, prorated to reflect the portion of the performance period during which he was employed by the Company. However, per the applicable plan terms, because the retirement date of Mr. Taiclet occurred within six months of the March 2020 grant date, the 2020 PSU award was forfeited. The PSU awards granted in 2018 and 2019 are subject to proration and will be paid at the end of their respective performance periods. For a description of the actual performance related to the 2018 PSU award, see "Description of 2020 Equity Awards and 2018 PSU Award" below.
CEO Pay-for-Performance Alignment
The graph below demonstrates the alignment of stockholder value creation with CEO total annual compensation for 2020.
| | | | | | TOTAL STOCKHOLDER RETURN (TSR) | 2020 CEO TOTAL COMPENSATION(1)
| | |
(1) The chart reflects target and actual total compensation paid to Mr. Bartlett for his performance in the 2020 fiscal year.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
36
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
COVID-19 Considerations in Executive Compensation Programs
As with many companies, the recent COVID-19 pandemic caused maintenance and service constraints, ground construction and supply chain disruptions, and affected the ability to maintain liquidity and deploy network capital for certain of our tenants. Notwithstanding these challenges, we achieved strong financial performance and completed significant strategic initiatives in 2020. Accordingly, the Committee did not adjust the targets for any of our incentive awards to reflect COVID-19 related disruptions. The Committee determined that each of our NEOs exceeded their pre-established performance goals under our annual incentive program.
Highlights of 2020 Performance
During 2020, we:
•Increased our portfolio by acquiring approximately 3,000 communications sites, primarily in the United States, and commenced operations in Canada and Australia as part of our acquisition of InSite Wireless Group, LLC. We also added more communications sites to our portfolios in Latin America and Europe;
•Expanded our global footprint to 22 markets, including three new markets in Canada, Australia and Poland;
•Improved operational performance across our portfolio, exceeding targeted returns and growth on core assets; and
•Increased our financial flexibility and our ability to grow our business, while maintaining our long-term financial policies by issuing senior unsecured notes and redeeming near-term senior unsecured notes.
Our Performance Relative to Our Peers
For 2020, our 3-, 5- and 10-year TSR exceeded that of the S&P 500. We have generated a total return for our investors, including stock price appreciation and the reinvestment of dividends, of more than 400% since 2010, reflecting compound annual growth of about 18%, as compared to nearly 14% for the S&P 500 over the same period. This strong long-term TSR performance supports the Committee’s belief that our executive compensation structure rewards the creation of long-term stockholder value.
Stockholder Value CreationCompensation Governance and Balance Sheet StrengthBest Practices
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital Returned to Common Stockholders (dividends and share repurchases)(1) | | Dividends
(Growth) | | Total Compound Annual Stockholder Return (year end 2020)(2) | | $2B+ | |  20% | | 18.6% | 20.6% | 17.8% | | in 2020 | | compared to 2019 | | 3-year | 5-year | 10-year | | | | | | | | | | | | | | | | Available
Liquidity | | A Leading
S&P 500 Company | | Compound Annual Consolidated AFFO per Share Growth Since 2012(3) | | $4.9B | | $127B | | 13.6% | | As of 12/31/2020 | | enterprise value as of 12/31/2020 | | | | |
Required Vote Approval of this resolution requires the dividend paid in February 2021 to holdersaffirmative vote of record of our Common Stock asa majority of the closevotes cast by, or on behalf of, businessstockholders at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” this proposal and have no effect on December 28, 2020.the results. (2)Includes reinvestmentAlthough the advisory vote on this proposal is non-binding, meaning that our Board is not required to adjust our executives’ compensation or our compensation programs or policies as a result of dividends.
(3)Performance metric under the PSU program. Definitions of non-GAAP financial measuresvote, we encourage all stockholders to vote their shares on this matter, as the Board and reconciliations to GAAP can be found in Appendix A.the Compensation Committee will consider the voting results when determining compensation policies and decisions, including future executive compensation decisions.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3746
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Investor OutreachCompensation Discussion and Analysis
Stockholder engagement is an integral componentIn this section, we summarize our philosophy and objectives regarding the compensation of our NEOs, including our policies on how we determine the elements and amounts of executive compensation. We encourage you to read this discussion and analysis, in conjunction with our compensation decision-making process,tables beginning on page 69 and membersthe report of the Compensation Committee of our Board and management routinely interact with our investors. Through these interactions, we receive valuable feedback on our compensation program and corporate governance initiatives.page 68 of this Proxy Statement. All references to the “Committee” in this section refer to the Compensation Committee.Stockholder EngagementOur 2023 NEOs
| | | | | | | | | | | | | Name | | | | Scheduled meetings in 2020 with stockholdersTitle |  | President and Chief Executive Officer | | Rodney M. Smith | Executive Vice President, Chief Financial Officer and Treasurer | | Olivier Puech | Executive Vice President and President, Latin America and EMEA | Steven O. Vondran(2) | Executive Vice President and Global Chief Operating Officer | Sanjay Goel(3) | Executive Vice President and President, Asia-Pacific |
(1)Mr. Bartlett retired from his position as President and Chief Executive Officer, effective February 1, 2024. He is serving in the role of advisor to the Chief Executive Officer from February 1, 2024 until May 1, 2024. For more information regarding Mr. Bartlett's 2024 compensation, see "2024 Compensation Updates for CEO" on page 67. (2)Mr. Vondran was appointed to the role of Executive Vice President and Global Chief Operating Officer, effective November 1, 2023 until February 1, 2024, and to the role of President and Chief Executive Officer, effective February 1, 2024. (3)Mr. Goel joined the Company in March 2021 and this is the first time that he has been included as a NEO. For a complete list of our current executive officers, see Part III, Item 10 in our Annual Report on Form 10-K for the year ended December 31, 2023 (Form 10-K). Table of Contents | | | | | | | | | | | | Regular engagement with stockholders on a broad range of topics | 2020 Discussion Topics included:
•Performance
•Impact of COVID-19 Pandemic
| |
•Diversity, Equity and Inclusion
| •Executive Compensation64 | | Report | Senior management regularly updates each committee on relevant topics highlighting items discussed and feedback received during stockholder outreach campaigns, as well as the outcome of the advisory vote results on executive compensation. | | | Outcomes | Consideration of Most Recent “Say On Pay” Vote
Each year, the Committee considers the outcome of the advisory vote on our executive compensation program. Stockholders continued to show strong support of our executive compensation program, with over 97% of the votes cast for the approval of the “say-on-pay” proposal at our 2020 Annual Meeting of Stockholders and over 95% approval for this proposal in each of the last 3 years. Given stockholder response, we made no significant changes to our executive compensation program in 2020.Our 2024 Compensation Program | |
We regularly review our compensation program and continue to incorporate stockholder feedback to ensure we remain a leader in executive compensation best practices. We will continue with regular stockholder engagement activities to remain current on their perspectives firsthand.
Proposal 3 (page 75) gives our stockholders the opportunity to cast an advisory vote on our executive compensation program as described in this Proxy Statement. Although this vote is non-binding, the Committee will review the results of the vote and take those results into account when making future determinations concerning the executive compensation program and policies.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3847
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Executive Summary 2023 COMPENSATION SUMMARY | | | | | | | | •No increase to base salaries or target bonus amounts. Based on our review of the current market and advice from our compensation consultant, none of our NEOs received an increase in base salary or target annual performance incentive award from 2022 to 2023. | •Equity awards are largely performance based. For 2023, we continued to grant a mix of RSUs and PSUs, with 70% of the target value of our CEO's annual equity incentive made up of PSUs and 60% of the target value of our other NEOs' annual equity incentive made up of PSUs. Vesting of PSUs is determined based on achieving cumulative AFFO Attributable per Share(1) (70% of PSU award) and average ROIC(1) (30% of PSU award) targets over a three-year performance period. | | | •Continue to tie incentives to individual metrics rooted in our strategy. For 2023, 20% of each of our NEO's annual bonus opportunity was tied to achieving individual goals set at the beginning of the fiscal year. These individual goals, which include sustainability goals, are rooted in our Key Objectives, as further discussed below. | •96% stockholder support for Say-on-Pay in 2023. Our stockholders have historically approved our say-on-pay proposal at a high rate, with approximately 96% of votes cast in favor of our executive compensation program at our 2023 annual meeting of stockholders. | | |
(1)AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. OUR COMPENSATION APPROACH IN BRIEF We strongly adhere to a pay-for-performance philosophy. Under this philosophy, 94% of our Chief Executive Officer’s (CEO’s) compensation and 89% of our other Named Executive Officers’ (NEOs’) compensation is at-risk. We seek to reward our executive officers for their leadership roles in meeting key near-term goals and for achieving strategic objectives, while also positioning the Company to generate attractive long-term returns for our stockholders. We expect above-average performance from our executive officers and manage our business in a way that results in each executive having a substantially broader scope of responsibilities than is typically found in the market for comparable roles. In fact, we manage our business with a smaller senior management team than is typically found in companies of our size, industry and complexity. Our objective is to recruit and retain the caliber of executive officers necessary to deliver sustained and attractive total returns to our stockholders, while managing a comparatively greater scope of responsibilities. Base salary is set at a competitive level that reflects market standards, with a goal to attract and retain highly qualified executive talent. We place great emphasis on equity awards in our overall compensation program, as they focus on long-term operating and stock performance objectives, stockholder value appreciation and retention. Additionally, our annual performance incentive awards are performance-driven and based on achieving Company goals and objectives established at the beginning of the year, as well as individual performance goals for each of the executive officers. The long-term incentive program is heavily weighted toward achieving certain Company financial metrics over a three-year period. The goal of our compensation program is to reward our executive team for its leadership in meeting key near-term goals and objectives, while also positioning the Company to generate sustainable long-term stockholder value. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 48
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Compensation Committee Oversight and Governance Principles | | | | | | | | | | | | | | | | | | | | | | | | | Responsibility | | Long-Term Focus | | Stakeholder Alignment | | | Compensation should consider each executive’s responsibility to always act in accordance with our ethical objectives at all times; financial and operating performance must never compromise these values. | Long-term, stock-based compensation opportunities should outweigh short-term, cash-based opportunities; annual objectives should complement sustainable long-term performance. | The financial interests of executives should be aligned with the long-term interests of our stakeholders through performance metrics that correlate with long-term stockholder value. | | | | | | | | | | | | | | | | | | | | Competitive | | Balance | | Pay for Performance | | | Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing American Tower’s performance. | Annual and long-term incentive compensation opportunities should reward the appropriate balance of short- and long-term financial, strategic and business results. | A majority of compensation should be at-risk and directly linked to American Tower’s performance. | | | | | | |
Compensation Committee Process and Timeline The following timeline of key events reflects the Committee’s process in benchmarking, compensation design, compensation determinations and goal setting: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | •Review compensation philosophy and objectives in light of Company performance, goals and strategy, stockholder feedback and external benchmarking | •Monitor compensation estimates in comparison to actual performance | •Monitor compliance with management equity ownership requirements | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | April - August
Benchmarking | | | | September - December
Compensation Design | | | | January - March Compensation Determinations and Goal Setting | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | •Committee reviews feedback from stockholder outreach, proxy advisory firms and results of say-on-pay vote •Consultant prepares an initial peer group for developing executive compensation pay decisions | •Committee assesses market conditions through a review of peer group compensation data •Consultant provides advice on plan design and compensation levels for each executive, as well as market and industry trends •Consultant conducts a risk assessment review and audit of compensation practices, programs and policies •Committee determines any plan design changes | •The CEO prepares a written evaluation of each executive officer’s performance and the Chairperson of the Board prepares a written evaluation of the CEO •Committee approves the actual compensation to be paid to the CEO and each executive officer for performance from the prior fiscal year •Committee approves term sheets that reflect plan design for incentive compensation for the year, including performance targets | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 49
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis SUMMARY OF EXECUTIVE COMPENSATION PROGRAM The following summarizes the components of our 2023 compensation program and how these components reflect our compensation principles and have helped us achieve our compensation objectives. The Company targets annual base salary, annual performance incentive and long-term incentive opportunities within a competitive range of the market median; however, we will pay above or below market median, as appropriate, based on experience, individual performance and other characteristics of the given executive's contributions and role. As illustrated in the charts below, 94% and 89% of the target mix of compensation for our CEO and other NEOs, respectively, consisted of at-risk pay elements. This mix directly ties executive pay to Company performance, including financial results, strategic initiatives and stock performance. In addition, the Committee believes a significant percentage of each executive’s target compensation package should consist of equity-based compensation. Equity-based compensation is heavily weighted to focus our executive officers on long-term value creation for the benefit of our stakeholders. Our annual performance objectives focus on short-term Company goals, while complementing sustainable long-term performance. The balance between equity-based compensation and annual cash incentives is designed to ensure our executive officers consider the long-term benefits and risks, as well as the short-term effects, of their strategic decisions, and the effects those actions may have on the Company and our stakeholders. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fixed | | | At-Risk | | Annual Base Salary | | | Annual Performance Incentive Program | | | Long-Term Incentive Program | | CEO: | Other NEOs: | | | CEO: | Other NEOs: | | | CEO: | Other NEOs: | | | | | | | | | | | | | | | | | | | | | | OBJECTIVES | | | | | | | | | •Provides a competitive level of compensation to attract and retain highly qualified executive talent •Rewards sustained performance over time and is intended to provide a degree of financial stability to the executive | | | •Provides at-risk, variable cash pay opportunity for performance over one year •Annual incentive targets are designed to motivate our executives to achieve or exceed annual goals within appropriate risk parameters | | | •Provides at-risk, variable, equity-based pay opportunity for sustained operating performance •Long-term retention tool that provides both time-based and performance-based restricted stock units •Focuses executives on the creation of long-term stockholder value | | | | | | | | | | | | METRICS | | | | | | | | | We review roles and responsibilities, performance, tenure, and historical and expected contributions to the Company’s long-term success. | | | 80% of our annual incentive awards is based on pre-established financial metrics. We use total property revenue(1), excluding pass-through revenue, and Adjusted EBITDA(2) as the two quantitative performance measures in our annual performance incentive program. We believe these performance metrics encourage management to grow our business profitably, while also increasing cash generation and controlling costs. Both metrics are reported in our quarterly results and guidance to the market. The remaining 20% of our annual incentive awards is based on pre-established individual metrics for each NEO rooted in our Key Objectives, as further discussed below. | | | For PSUs, we use AFFO Attributable per Share(2) and ROIC(2)as the two quantitative performance measures in our long-term incentive program. AFFO Attributable per Share(2) is widely used in the telecommunications real estate sector and we believe represents the underlying performance of our property assets. ROIC(2) encourages management to focus on earning adequate returns on invested capital over a sustained period. RSUs are time-based and function as a long-term retention tool and incentive for our executives. | | | | | | | | | | |
(1)For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 50
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis 2023 PERFORMANCE METRICS Compensation Determination Process For the annual and long-term incentive programs, the Committee oversees a rigorous and comprehensive goal-setting process. The Committee uses performance measures in the annual and long-term programs that (i) align with the Company’s strategy, operating principles and priorities, and stockholder interests, (ii) support the achievement of Company and individual goals and (iii) reflect the Company’s overall performance. Individual Metrics 20% of our NEOs’ annual incentive awards is tied to achieving pre-established individual performance goals, based on the Company’s five Key Objectives. Our Key Objectives directly correlate to the metrics used by the Committee to measure performance: | | | | | | | | | | | | | | | | | 1 | | SCALE THE CORE | •Leverage our global platform to maximize total stockholder return •Grow total property revenue(1), Adjusted EBITDA(1)(2) and AFFO Attributable per Share(2)(3) •Maintain an attractive average ROIC(2)(3) | | | | | | | | | | 2 | | BE THE MOST TRUSTED, STRATEGIC PARTNER FOR OUR CUSTOMERS | •Provide thought leadership to support further adoption and investment in mobile broadband networks •Enhance our customer relationships through a focus on shared value creation, both throughout our businesses and the wireless industry | | | | | | | | | | 3 | | ACCELERATE PLATFORM EXTENSIONS | •Advance energy solutions to reduce GHG emissions •Pilot scalable emerging growth opportunities adjacent to our core business •Engage customers and external partners to advance the development of the mobile edge | | | | | | | | | | 4 | | POSITION THE TEAMS FOR THE FUTURE | •Develop our talent and capabilities to lead the next generation of digital connectivity •Provide the support and resources to assist employees in growing their careers at American Tower | | | | | | | | | | 5 | | GROW AND MAINTAIN A HEALTHY CULTURAL FOUNDATION | •Foster an inclusive, equitable and diverse culture that retains, attracts and recognizes talent across the organization •Scale our Digital Communities program to help bridge the digital divide | | | | |
(1)Performance metric under the annual performance incentive program. For the total property revenue performance metric, pass-through revenue is excluded. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (3)Performance metric under the long-term incentive program. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 51
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Financial Metrics 80% of our NEOs’ annual incentive awards is tied to achieving pre-established financial metrics. The following tables demonstrate the 10-year financial performance of the metrics used to determine annual performance incentive awards and PSU awards in 2023. | | | | | | | | | ANNUAL PERFORMANCE INCENTIVE AWARD METRICS(1) | TOTAL PROPERTY REVENUE EXCLUDING PASS-THROUGH(2)(3) | | ADJUSTED EBITDA(2) | | | | | | | PSU AWARD METRICS (1) | AFFO ATTRIBUTABLE PER SHARE(4) | | ROIC(4) | | | | | | |
(1)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (2)Performance metric under the annual performance incentive program. (3)Shown excluding pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (4)Performance metric under the long-term incentive program. Highlights of 2023 Performance •Record colocation and amendment growth in our U.S. & Canada property segment, record colocation and amendment growth in our international segment and a second consecutive year of record sales for our Data Centers segment; •Expanded cash Adjusted EBITDA(1) margins year over year supported by cost controls, combined with inherent operating leverage in the tower model; •Strengthened our balance sheet and increased our financial flexibility through issuance of senior unsecured notes and securities in a securitization transaction, while maintaining our investment-grade credit rating; •Increased liquidity to end the year at $9.6 billion and reduced floating rate debt exposure from over 22% as of the end of 2022 to under 11% as of the end of 2023; •Issued an aggregate of $7.0 billion in fixed rate debt; and •Additionally, in early 2024, entered into an agreement with an affiliate of Brookfield Asset Management to sell 100% of the equity interests in our operations in India, for total consideration of up to $2.5 billion. (1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 52
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Compensation Governance and Best Practices Our compensation program adheres to high standards of compensation governance. Required Vote Approval of this resolution requires the affirmative vote of a majority of the votes cast by, or on behalf of, stockholders at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” this proposal and have no effect on the results. Although the advisory vote on this proposal is non-binding, meaning that our Board is not required to adjust our executives’ compensation or our compensation programs or policies as a result of the vote, we encourage all stockholders to vote their shares on this matter, as the Board and the Compensation Committee will consider the voting results when determining compensation policies and decisions, including future executive compensation decisions. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 46
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Compensation Discussion and Analysis In this section, we summarize our philosophy and objectives regarding the compensation of our NEOs, including our policies on how we determine the elements and amounts of executive compensation. We encourage you to read this discussion and analysis, in conjunction with our compensation tables beginning on page 69 and the report of the Compensation Committee of our Board on page 68 of this Proxy Statement. All references to the “Committee” in this section refer to the Compensation Committee. Our 2023 NEOs | | | | | | | Name | Title | Thomas A. Bartlett(1) | President and Chief Executive Officer | | Rodney M. Smith | Executive Vice President, Chief Financial Officer and Treasurer | | Olivier Puech | Executive Vice President and President, Latin America and EMEA | Steven O. Vondran(2) | Executive Vice President and Global Chief Operating Officer | Sanjay Goel(3) | Executive Vice President and President, Asia-Pacific |
(1)Mr. Bartlett retired from his position as President and Chief Executive Officer, effective February 1, 2024. He is serving in the role of advisor to the Chief Executive Officer from February 1, 2024 until May 1, 2024. For more information regarding Mr. Bartlett's 2024 compensation, see "2024 Compensation Updates for CEO" on page 67. (2)Mr. Vondran was appointed to the role of Executive Vice President and Global Chief Operating Officer, effective November 1, 2023 until February 1, 2024, and to the role of President and Chief Executive Officer, effective February 1, 2024. (3)Mr. Goel joined the Company in March 2021 and this is the first time that he has been included as a NEO. For a complete list of our current executive officers, see Part III, Item 10 in our Annual Report on Form 10-K for the year ended December 31, 2023 (Form 10-K). Table of Contents AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 47
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Executive Summary 2023 COMPENSATION SUMMARY | | | | | | | | •No increase to base salaries or target bonus amounts. Based on our review of the current market and advice from our compensation consultant, none of our NEOs received an increase in base salary or target annual performance incentive award from 2022 to 2023. | •Equity awards are largely performance based. For 2023, we continued to grant a mix of RSUs and PSUs, with 70% of the target value of our CEO's annual equity incentive made up of PSUs and 60% of the target value of our other NEOs' annual equity incentive made up of PSUs. Vesting of PSUs is determined based on achieving cumulative AFFO Attributable per Share(1) (70% of PSU award) and average ROIC(1) (30% of PSU award) targets over a three-year performance period. | | | •Continue to tie incentives to individual metrics rooted in our strategy. For 2023, 20% of each of our NEO's annual bonus opportunity was tied to achieving individual goals set at the beginning of the fiscal year. These individual goals, which include sustainability goals, are rooted in our Key Objectives, as further discussed below. | •96% stockholder support for Say-on-Pay in 2023. Our stockholders have historically approved our say-on-pay proposal at a high rate, with approximately 96% of votes cast in favor of our executive compensation program at our 2023 annual meeting of stockholders. | | |
(1)AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. OUR COMPENSATION APPROACH IN BRIEF We strongly adhere to a pay-for-performance philosophy. Under this philosophy, 94% of our Chief Executive Officer’s (CEO’s) compensation and 89% of our other Named Executive Officers’ (NEOs’) compensation is at-risk. We seek to reward our executive officers for their leadership roles in meeting key near-term goals and for achieving strategic objectives, while also positioning the Company to generate attractive long-term returns for our stockholders. We expect above-average performance from our executive officers and manage our business in a way that results in each executive having a substantially broader scope of responsibilities than is typically found in the market for comparable roles. In fact, we manage our business with a smaller senior management team than is typically found in companies of our size, industry and complexity. Our objective is to recruit and retain the caliber of executive officers necessary to deliver sustained and attractive total returns to our stockholders, while managing a comparatively greater scope of responsibilities. Base salary is set at a competitive level that reflects market standards, with a goal to attract and retain highly qualified executive talent. We place great emphasis on equity awards in our overall compensation program, as they focus on long-term operating and stock performance objectives, stockholder value appreciation and retention. Additionally, our annual performance incentive awards are performance-driven and based on achieving Company goals and objectives established at the beginning of the year, as well as individual performance goals for each of the executive officers. The long-term incentive program is heavily weighted toward achieving certain Company financial metrics over a three-year period. The goal of our compensation program is to reward our executive team for its leadership in meeting key near-term goals and objectives, while also positioning the Company to generate sustainable long-term stockholder value. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 48
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Compensation Committee Oversight and Governance Principles | | | | | | | | | | | | | | | | | | | | | | | | | Responsibility | | Long-Term Focus | | Stakeholder Alignment | | | Compensation should consider each executive’s responsibility to always act in accordance with our ethical objectives at all times; financial and operating performance must never compromise these values. | Long-term, stock-based compensation opportunities should outweigh short-term, cash-based opportunities; annual objectives should complement sustainable long-term performance. | The financial interests of executives should be aligned with the long-term interests of our stakeholders through performance metrics that correlate with long-term stockholder value. | | | | | | | | | | | | | | | | | | | | Competitive | | Balance | | Pay for Performance | | | Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing American Tower’s performance. | Annual and long-term incentive compensation opportunities should reward the appropriate balance of short- and long-term financial, strategic and business results. | A majority of compensation should be at-risk and directly linked to American Tower’s performance. | | | | | | |
Compensation Committee Process and Timeline The following timeline of key events reflects the Committee’s process in benchmarking, compensation design, compensation determinations and goal setting: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | •Review compensation philosophy and objectives in light of Company performance, goals and strategy, stockholder feedback and external benchmarking | •Monitor compensation estimates in comparison to actual performance | •Monitor compliance with management equity ownership requirements | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | April - August
Benchmarking | | | | September - December
Compensation Design | | | | January - March Compensation Determinations and Goal Setting | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | •Committee reviews feedback from stockholder outreach, proxy advisory firms and results of say-on-pay vote •Consultant prepares an initial peer group for developing executive compensation pay decisions | •Committee assesses market conditions through a review of peer group compensation data •Consultant provides advice on plan design and compensation levels for each executive, as well as market and industry trends •Consultant conducts a risk assessment review and audit of compensation practices, programs and policies •Committee determines any plan design changes | •The CEO prepares a written evaluation of each executive officer’s performance and the Chairperson of the Board prepares a written evaluation of the CEO •Committee approves the actual compensation to be paid to the CEO and each executive officer for performance from the prior fiscal year •Committee approves term sheets that reflect plan design for incentive compensation for the year, including performance targets | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 49
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis SUMMARY OF EXECUTIVE COMPENSATION PROGRAM The following summarizes the components of our 2023 compensation program and how these components reflect our compensation principles and have helped us achieve our compensation objectives. The Company targets annual base salary, annual performance incentive and long-term incentive opportunities within a competitive range of the market median; however, we will pay above or below market median, as appropriate, based on experience, individual performance and other characteristics of the given executive's contributions and role. As illustrated in the charts below, 94% and 89% of the target mix of compensation for our CEO and other NEOs, respectively, consisted of at-risk pay elements. This mix directly ties executive pay to Company performance, including financial results, strategic initiatives and stock performance. In addition, the Committee believes a significant percentage of each executive’s target compensation package should consist of equity-based compensation. Equity-based compensation is heavily weighted to focus our executive officers on long-term value creation for the benefit of our stakeholders. Our annual performance objectives focus on short-term Company goals, while complementing sustainable long-term performance. The balance between equity-based compensation and annual cash incentives is designed to ensure our executive officers consider the long-term benefits and risks, as well as the short-term effects, of their strategic decisions, and the effects those actions may have on the Company and our stakeholders. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Fixed | | | At-Risk | | Annual Base Salary | | | Annual Performance Incentive Program | | | Long-Term Incentive Program | | CEO: | Other NEOs: | | | CEO: | Other NEOs: | | | CEO: | Other NEOs: | | | | | | | | | | | | | | | | | | | | | | OBJECTIVES | | | | | | | | | •Provides a competitive level of compensation to attract and retain highly qualified executive talent •Rewards sustained performance over time and is intended to provide a degree of financial stability to the executive | | | •Provides at-risk, variable cash pay opportunity for performance over one year •Annual incentive targets are designed to motivate our executives to achieve or exceed annual goals within appropriate risk parameters | | | •Provides at-risk, variable, equity-based pay opportunity for sustained operating performance •Long-term retention tool that provides both time-based and performance-based restricted stock units •Focuses executives on the creation of long-term stockholder value | | | | | | | | | | | | METRICS | | | | | | | | | We review roles and responsibilities, performance, tenure, and historical and expected contributions to the Company’s long-term success. | | | 80% of our annual incentive awards is based on pre-established financial metrics. We use total property revenue(1), excluding pass-through revenue, and Adjusted EBITDA(2) as the two quantitative performance measures in our annual performance incentive program. We believe these performance metrics encourage management to grow our business profitably, while also increasing cash generation and controlling costs. Both metrics are reported in our quarterly results and guidance to the market. The remaining 20% of our annual incentive awards is based on pre-established individual metrics for each NEO rooted in our Key Objectives, as further discussed below. | | | For PSUs, we use AFFO Attributable per Share(2) and ROIC(2)as the two quantitative performance measures in our long-term incentive program. AFFO Attributable per Share(2) is widely used in the telecommunications real estate sector and we believe represents the underlying performance of our property assets. ROIC(2) encourages management to focus on earning adequate returns on invested capital over a sustained period. RSUs are time-based and function as a long-term retention tool and incentive for our executives. | | | | | | | | | | |
(1)For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 50
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis 2023 PERFORMANCE METRICS Compensation Determination Process For the annual and long-term incentive programs, the Committee oversees a rigorous and comprehensive goal-setting process. The Committee uses performance measures in the annual and long-term programs that (i) align with the Company’s strategy, operating principles and priorities, and stockholder interests, (ii) support the achievement of Company and individual goals and (iii) reflect the Company’s overall performance. Individual Metrics 20% of our NEOs’ annual incentive awards is tied to achieving pre-established individual performance goals, based on the Company’s five Key Objectives. Our Key Objectives directly correlate to the metrics used by the Committee to measure performance: | | | | | | | | | | | | | | | | | 1 | | SCALE THE CORE | •Leverage our global platform to maximize total stockholder return •Grow total property revenue(1), Adjusted EBITDA(1)(2) and AFFO Attributable per Share(2)(3) •Maintain an attractive average ROIC(2)(3) | | | | | | | | | | 2 | | BE THE MOST TRUSTED, STRATEGIC PARTNER FOR OUR CUSTOMERS | •Provide thought leadership to support further adoption and investment in mobile broadband networks •Enhance our customer relationships through a focus on shared value creation, both throughout our businesses and the wireless industry | | | | | | | | | | 3 | | ACCELERATE PLATFORM EXTENSIONS | •Advance energy solutions to reduce GHG emissions •Pilot scalable emerging growth opportunities adjacent to our core business •Engage customers and external partners to advance the development of the mobile edge | | | | | | | | | | 4 | | POSITION THE TEAMS FOR THE FUTURE | •Develop our talent and capabilities to lead the next generation of digital connectivity •Provide the support and resources to assist employees in growing their careers at American Tower | | | | | | | | | | 5 | | GROW AND MAINTAIN A HEALTHY CULTURAL FOUNDATION | •Foster an inclusive, equitable and diverse culture that retains, attracts and recognizes talent across the organization •Scale our Digital Communities program to help bridge the digital divide | | | | |
(1)Performance metric under the annual performance incentive program. For the total property revenue performance metric, pass-through revenue is excluded. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (3)Performance metric under the long-term incentive program. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 51
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Financial Metrics 80% of our NEOs’ annual incentive awards is tied to achieving pre-established financial metrics. The following tables demonstrate the 10-year financial performance of the metrics used to determine annual performance incentive awards and PSU awards in 2023. | | | | | | | | | ANNUAL PERFORMANCE INCENTIVE AWARD METRICS(1) | TOTAL PROPERTY REVENUE EXCLUDING PASS-THROUGH(2)(3) | | ADJUSTED EBITDA(2) | | | | | | | PSU AWARD METRICS (1) | AFFO ATTRIBUTABLE PER SHARE(4) | | ROIC(4) | | | | | | |
(1)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (2)Performance metric under the annual performance incentive program. (3)Shown excluding pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (4)Performance metric under the long-term incentive program. Highlights of 2023 Performance •Record colocation and amendment growth in our U.S. & Canada property segment, record colocation and amendment growth in our international segment and a second consecutive year of record sales for our Data Centers segment; •Expanded cash Adjusted EBITDA(1) margins year over year supported by cost controls, combined with inherent operating leverage in the tower model; •Strengthened our balance sheet and increased our financial flexibility through issuance of senior unsecured notes and securities in a securitization transaction, while maintaining our investment-grade credit rating; •Increased liquidity to end the year at $9.6 billion and reduced floating rate debt exposure from over 22% as of the end of 2022 to under 11% as of the end of 2023; •Issued an aggregate of $7.0 billion in fixed rate debt; and •Additionally, in early 2024, entered into an agreement with an affiliate of Brookfield Asset Management to sell 100% of the equity interests in our operations in India, for total consideration of up to $2.5 billion. (1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 52
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Stockholder Value Creation and Balance Sheet Strength | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital Returned to Common Stockholders Through Dividends(1) | | Dividend per Share Increase | | Total Compound Annual Stockholder Return (year end 2023)(2) | | $3.0B | |  10+% | | 1.4% | 8.9% | 12.8% | | in 2023 | | compared to 2022 | | 3-year | 5-year | 10-year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Available Liquidity | | A Leading S&P 500 Company | | Compound Annual AFFO Attributable per Share(3) Growth Since 2013 | | $9.6B | | $138B | | 10.6% | | as of 12/31/2023 | | enterprise value as of 12/31/2023 | | | | | | | | | | | |
(1)Includes the dividend paid in February 2024 to holders of record of our Common Stock as of the close of business on December 28, 2023. (2)Includes reinvested dividends. (3)Performance metric under the long-term incentive program. AFFO Attributable per Share is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. INVESTOR OUTREACH Stockholder engagement is an integral component of our compensation decision-making process, and members of our Board and management routinely interact with our investors. Through these interactions, we receive valuable feedback on our compensation program and corporate governance initiatives. | | | | | | | | | | | | | | | | | Outcomes | Consideration of Most Recent “Say On Pay” Vote Each year, the Committee considers the outcome of the advisory vote on our executive compensation program. Stockholders continued to show strong support for our executive compensation program, with approximately 96% of the votes cast for the approval of the “say on pay” proposal at our 2023 Annual Meeting of Stockholders and over 94% approval for this proposal in each of the past three years. | | | | | |
We regularly review our compensation program and continue to incorporate stockholder feedback to ensure we remain a leader in executive compensation best practices. | | | | Updates to Our 2024 Compensation Program As further discussed on page 67, in response to stockholder feedback regarding enhancements we could make to our compensation programs and to better align with market practice, we revised our long-term incentive award program to include relative TSR as a core performance measure in our PSUs. The introduction of this new metric is intended to align PSU award payouts with our stock price performance and to further incentivize efforts to create value for stockholders. By tying a portion of our PSUs to TSR performance relative to our peers, we aim to promote further alignment between executive incentive compensation and stockholder returns. | |
Proposal 3 gives our stockholders the opportunity to cast an advisory vote on our executive compensation program, as described in this Proxy Statement. Although this vote is non-binding, the Committee will review the results of the vote and take those results into account when making future determinations concerning the executive compensation program and policies. We will continue with regular stockholder engagement activities throughout the year to remain current on their perspectives firsthand. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 53
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis COMPENSATION GOVERNANCE AND BEST PRACTICES We supplement our pay-for-performance program with a number of compensation policies intended to align the interests of management with those of our stockholders. | | | | | | | | | | | | | | | | | | | | | | | | | AT AMERICAN TOWER WE DO… | | | AT AMERICAN TOWER WE DO NOT... | | | | | | | | | | | | | | |  We do tie a high ratio of our executives’ pay to performance. | | | We do weight incentives toward quantitative metrics.
| | | We do use multiple performance metrics.
| As described above in "Summary“Summary of Executive Compensation Program", 93%Program,” 94% and 88%89% of the target total direct compensation opportunity (assuming target performance) for our CEO and other NEOs, respectively, was in the form of short- and long-term incentive compensation. | | We do weigh incentives toward quantitative metrics. Our annual performance incentive program is based solely onheavily weighted toward quantitative metrics relating to pre-established Company financial goals for all our executive officers, exceptincluding the CEO, for whom the program is also heavily weighted in favor of quantitative metrics (80%). | | CEO.We do use multiple performance metrics. We use multiple performance metrics in our short- and long-term incentive programs to discourage unnecessary short-term risk taking. | | | | | | | | | | | | | | | | | | | | | | | | | | We do require significant stock ownership. | | | We do subject incentive compensation to claw back provisions.
| | | We do provide a consistent level of severance.
| | We maintain aggressive guidelines to reinforce the importance of stock ownership (6x the annual base salary for the CEO, 3x the annual base salary for the other NEOs and 5x the annual cash retainer for Directors). This is intended to align the interests of our executive officers and Directors with those of our stockholders and to focus our senior management team on our long-term success. | | We do subject incentive compensation to clawback provisions. The terms of our annual performance incentive awards and long-term, equity-based awards allowClawback Policy (as further described below) require American Tower to recoup all erroneously awarded incentive-based compensation awarded to the CEO and other NEOs in certain circumstances to “claw back” cash and shares received pursuant to such awards or to require the repaymentevent of all gains realized upon dispositiona financial restatement. We do provide a competitive level of such shares. | | severance. We maintain a competitive and responsible severance program to provide a consistent approach to executive severance and to provide eligible employees with certainty and security. Under this program, severance benefits are available only upon a “Qualifying Termination.” | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | We do use an independent compensation consultant. | | | We do engage directly with our stockholders.
| | The Committee has engaged Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant. Meridian has no other ties to American Tower or its management and meets stringent selection criteria. | | We do engage directly with our stockholders. We maintain direct and open communication with our stockholders throughout the year, conduct active stockholder engagement initiatives and promptly respond to all inquiries in a timely manner. | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | AT AMERICAN TOWER WE DO NOT...
| | | | | | | | | |  | | |  We do not permit hedging or pledging of American Tower securities. | | | We do not encourage excessive or inappropriate risk taking through our compensation program.
| | | We do not reprice stock options or repurchase underwater stock options.
| Our Anti-Insider Trading Policy and Code of Conduct prohibit short sales and hedging transactions, as well as pledging of our securities, by allany of our employees and Directors. In addition, our policies impose limits as to when and how our employees, including our executive officers and Directors, can engage in transactions in our securities. | | We do not encourage excessive or inappropriate risk taking through our compensation programs. The Committee, together with its independent compensation consultant and management, conducts a regular risk review of American Tower’s compensation programs to determine if any elements of these programs create an inappropriate level of risk and reviews management’s mitigation activities with respect to any significant potential risks. | | We do not reprice stock options or repurchase underwater stock options. Our equity incentive plan prohibits, without stockholder approval, (i) the amendment of any outstanding stock option to reduce its exercise price or replace it with a new award exercisable for our Common Stock at a lower exercise price; and (ii) the purchase of an underwater stock option for cash. | | | | | | | | | | | | | | | | | | | | | | | | | | We do not provide golden parachute tax gross-ups. | | | We do not provide excessive perquisites.
| | | We do not provide uncapped incentive awards.
| | We do not provide excise tax gross-ups to our NEOs. | | We do not provide excessive perquisites. We do not provide excessive perquisites to our executive officers, nor do we offer them any deferred compensation plans, supplemental executive retirement plans or loans of any kind. | | We do not provide uncapped incentive awards. Our annual incentive awards cannot exceed 200% of the performance incentive target. | | | | | | | | | | | | | | | | | | | | | | | | | | We do not provide single triggersingle-trigger acceleration of equity. | Our severance program provides acceleration of equity only upon a “double trigger,” meaning that executives are only entitled to acceleration in the event of a “Qualifying Termination” within 14 days before, or two years following, a “Change of Control.” | | | | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 3954
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis OverviewCompensation Determination Process
For the annual and long-term incentive programs, the Committee oversees a rigorous and comprehensive goal-setting process. The Committee uses performance measures in the annual and long-term programs that (i) align with the Company’s strategy, operating principles and priorities, and stockholder interests, (ii) support the achievement of Our Compensation ProgramCompany and individual goals and (iii) reflect the Company’s overall performance. Individual Metrics PHILOSOPHY
Focus on Pay for Performance. The guiding principle20% of our executive compensation philosophyNEOs’ annual incentive awards is tied to pay for performance. Fundamentally, our compensation program is designed to:achieving pre-established individual performance goals, based on the Company’s five Key Objectives. Our Key Objectives directly correlate to the metrics used by the Committee to measure performance:
| | | | | | | | | | | | | | | | | | | | | 1 | | SCALE THE CORE |  | |  •Maintain an attractive average ROIC(2)(3) | | Attract | | | | | | | | 2 | | BE THE MOST TRUSTED, STRATEGIC PARTNER FOR OUR CUSTOMERS | •Provide thought leadership to support further adoption and retain top talent | | investment in mobile broadband networks Motivate•Enhance our customer relationships through a focus on shared value creation, both throughout our businesses and engage our
executive officers
| | Drive sustainable, long-term growth and stockholder value consistent with our values, vision and growth strategy | | | | | |
Peer Group Review
The Committee believes it is important to understand the relevant market for executive talent to ensure the executive compensation program supports the attraction and retention of highly qualified leaders. The Committee assesses market conditions annually through a review of peer group compensation data, compiled by the Committee’s independent compensation consultant. Due to the unique nature of our business, including its global scope and growth, there are ongoing challenges in developing the most appropriate mix of companies for our peer group. In its annual review of our peer group composition, the Committee takes into account these challenges, which include the following:
•The scope of our business spans two major sectors—wireless communications and real estate—as a result there are very few companies directly comparable to us;
•We have large international operations located in a number of distinctive markets, unlike our real estate peers;
•We manage our business with a smaller senior management team than is typically found in the technology, wireless communications or real estate industries; and
•We operate and are classified as an infrastructure REIT and are one of very few global technology REITs.
Our peer group consists of companies in the wireless communications site leasing industry, other REITs, companies with comparable revenues, firms with similar business models and companies from which we would consider recruiting talent. The Committee believes this group of companies provides a meaningful perspective of current pay practices and levels, as well as overall compensation trends. The peer group used for developing 2020 pay decisions consisted of the following 21 companies:
| | | | | | PEER GROUP FOR 2020 COMPENSATION DECISIONS | | •Adobe Inc.
| •Motorola Solutions, Inc.the wireless industry
| | | | | | | | | | 3 | •Booking Holdings Inc. | ACCELERATE PLATFORM EXTENSIONS | •NextEra Energy, Inc.Advance energy solutions to reduce GHG emissions •Pilot scalable emerging growth opportunities adjacent to our core business •Engage customers and external partners to advance the development of the mobile edge | | | | | | | | | | 4 | •Boston Properties, Inc. | POSITION THE TEAMS FOR THE FUTURE | •NVIDIA CorporationDevelop our talent and capabilities to lead the next generation of digital connectivity •Provide the support and resources to assist employees in growing their careers at American Tower | | | | | | | | | | 5 | •Broadcom Inc. | GROW AND MAINTAIN A HEALTHY CULTURAL FOUNDATION | •Public StorageFoster an inclusive, equitable and diverse culture that retains, attracts and recognizes talent across the organization •Scale our Digital Communities program to help bridge the digital divide | | •Crown Castle International Corp.
| •Salesforce.com, Inc.
| •Equinix, Inc.
| •SBA Communications Corporation
•Equity Residential
| •Simon Property Group, Inc.
| •Fidelity National Information Services, Inc.
| •Texas Instruments Incorporated
| •Intuit Inc.
| •Ventas, Inc.
| •L3 Harris Technologies Inc.
| •Welltower Inc
| •MasterCard Incorporated
| | | |
(1)Performance metric under the annual performance incentive program. For the total property revenue performance metric, pass-through revenue is excluded. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (3)Performance metric under the long-term incentive program. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4051
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis
Financial Metrics
80% of our NEOs’ annual incentive awards is tied to achieving pre-established financial metrics. The following tables demonstrate the 10-year financial performance of the metrics used to determine annual performance incentive awards and PSU awards in 2023. | | | | | | | | | AMERICAN TOWER POSITIONING RELATIVE TO ITS PEER GROUPANNUAL PERFORMANCE INCENTIVE AWARD METRICS(1)
|  | | ADJUSTED EBITDA(2) | | | | | | | PSU AWARD METRICS (1) | AFFO ATTRIBUTABLE PER SHARE(4) | | ROIC(4) | | | | | | |
(1)Reflects amountsAdjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (2)Performance metric under the annual performance incentive program. (3)Shown excluding pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (4)Performance metric under the long-term incentive program. Highlights of 2023 Performance •Record colocation and amendment growth in our U.S. & Canada property segment, record colocation and amendment growth in our international segment and a second consecutive year of record sales for fiscalour Data Centers segment; •Expanded cash Adjusted EBITDA(1) margins year endedover year supported by cost controls, combined with inherent operating leverage in the tower model; •Strengthened our balance sheet and increased our financial flexibility through issuance of senior unsecured notes and securities in a securitization transaction, while maintaining our investment-grade credit rating; •Increased liquidity to end the year at $9.6 billion and reduced floating rate debt exposure from over 22% as of December 31, 2020. Source: S&P Capital IQ
While our total revenues are substantially similarthe end of 2022 to the peer group median, our market capitalization is higher, which is attributable to the quality of our business model and sustained growthunder 11% as of the business that has created value for our stockholders over the long term.end of 2023;
Benchmarking Analyses. In addition•Issued an aggregate of $7.0 billion in fixed rate debt; and
•Additionally, in early 2024, entered into an agreement with an affiliate of Brookfield Asset Management to data from our peer group, the Committee reviews third-party industry survey data as a general indicator of relevant market conditions and pay practices. The Committee reviews market data at the 25th, 50th and 75th percentiles from a custom peer group and the S&P 250. This data serves as a broader reference point for determining what types and amounts of compensation are appropriate. In determining the appropriate compensation packages necessary to recruit and retain valuable senior executives, the Committee also considers market conditions, relative experience levels, relative executive tenure, special capabilities and global complexity to be significant factors. The Committee generally targets total compensation in a competitive range around the 50th percentilesell 100% of the market.equity interests in our operations in India, for total consideration of up to $2.5 billion. Small Management Team. Base salaries are set(1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in recognition of (i) an efficient management structure, where there are few executive officers, each of whom has significant tenure at the Company and experience in a highly specialized and varied business, and (ii) continued attraction and retention of this executive talent. Despite the significant growth in the size of the Company, the size of the senior management team provides a competitive advantage and promotes greater efficiency across the business.
Detailed Evaluation by the Committee. In making determinations with respect to all elements and amounts of executive compensation, the Committee reviews the CEO’s assessment of each executive and his contribution to the Company’s financial performance (outlined in “Financial Goals and Performance” below)Appendix A. In addition, the Committee considers the executive’s potential for continued contribution to the Company’s long-term success. For the CEO, the Committee reviews his performance and contribution to the Company’s financial performance and evaluates whether the executive met his pre-established individual performance goals (outlined in “Review of 2020 CEO Individual Performance” below).
Actual compensation paid to each executive officer may be above or below target pay positioning based solely on actual Company performance, other than for the CEO, for whom actual compensation will be based on Company financial performance (80%) and individual performance (20%). Other factors which affect actual compensation include retention risk, future potential at the Company and internal equity considerations.
Emphasis on Future Pay Opportunity Versus Current Pay. The Committee strives to provide an appropriate mix of compensation elements, with an emphasis on performance-based, long-term compensation. Cash payments primarily reward annual performance, while equity awards incentivize our NEOs to continue to deliver sustained results over a longer period of time and also serve as a retention tool. The Committee believes a substantial portion of our NEOs’ compensation should be “at-risk,” that is, dependent on our operating and stock-price performance.
Significance of Overall Company Results. The Committee’s evaluation of our NEOs places emphasis on their contributions to overall Company performance, rather than on their individual business or function. The Committee believes the NEOs share responsibility for supporting the goals and performance of the Company as a whole.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4152
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Stockholder Value Creation and Balance Sheet Strength | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital Returned to Common Stockholders Through Dividends(1) | | Dividend per Share Increase | | Total Compound Annual Stockholder Return (year end 2023)(2) | | $3.0B | | 10+% | | 1.4% | 8.9% | 12.8% | | in 2023 | | compared to 2022 | | 3-year | 5-year | 10-year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Available Liquidity | | A Leading S&P 500 Company | | Compound Annual AFFO Attributable per Share(3) Growth Since 2013 | | $9.6B | | $138B | | 10.6% | | as of 12/31/2023 | | enterprise value as of 12/31/2023 | | | | | | | | | | | |
(1)Includes the dividend paid in February 2024 to holders of record of our Common Stock as of the close of business on December 28, 2023. (2)Includes reinvested dividends. (3)Performance metric under the long-term incentive program. AFFO Attributable per Share is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. INVESTOR OUTREACH Stockholder engagement is an integral component of our compensation decision-making process, and members of our Board and management routinely interact with our investors. Through these interactions, we receive valuable feedback on our compensation program and corporate governance initiatives. | | | | | | | | | | | | | | | | | Outcomes | Consideration of Most Recent “Say On Pay” Vote Each year, the Committee considers the outcome of the advisory vote on our executive compensation program. Stockholders continued to show strong support for our executive compensation program, with approximately 96% of the votes cast for the approval of the “say on pay” proposal at our 2023 Annual Meeting of Stockholders and over 94% approval for this proposal in each of the past three years. | | | | | |
We regularly review our compensation program and continue to incorporate stockholder feedback to ensure we remain a leader in executive compensation best practices. | | | | Updates to Our 2024 Compensation Program As further discussed on page 67, in response to stockholder feedback regarding enhancements we could make to our compensation programs and to better align with market practice, we revised our long-term incentive award program to include relative TSR as a core performance measure in our PSUs. The introduction of this new metric is intended to align PSU award payouts with our stock price performance and to further incentivize efforts to create value for stockholders. By tying a portion of our PSUs to TSR performance relative to our peers, we aim to promote further alignment between executive incentive compensation and stockholder returns. | |
Proposal 3 gives our stockholders the opportunity to cast an advisory vote on our executive compensation program, as described in this Proxy Statement. Although this vote is non-binding, the Committee will review the results of the vote and take those results into account when making future determinations concerning the executive compensation program and policies. We will continue with regular stockholder engagement activities throughout the year to remain current on their perspectives firsthand. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 53
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis COMPENSATION GOVERNANCE AND BEST PRACTICES We supplement our pay-for-performance program with a number of compensation policies intended to align the interests of management with those of our stockholders. | | | | | | | | | | | | | | | | AT AMERICAN TOWER WE DO… | | | AT AMERICAN TOWER WE DO NOT... | | | | | | | We do tie a high ratio of our executives’ pay to performance. As described above in “Summary of Executive Compensation Program,” 94% and 89% of the target total direct compensation opportunity for our CEO and other NEOs, respectively, was in the form of short- and long-term incentive compensation. We do weigh incentives toward quantitative metrics. Our annual performance incentive program is heavily weighted toward quantitative metrics relating to pre-established Company financial goals for all our executive officers, including the CEO. We do use multiple performance metrics. We use multiple performance metrics in our short- and long-term incentive programs to discourage unnecessary short-term risk taking. We do require significant stock ownership. We maintain aggressive guidelines to reinforce the importance of stock ownership (6x the annual base salary for the CEO, 3x the annual base salary for the other NEOs and 5x the annual cash retainer for Directors). This is intended to align the interests of our executive officers and Directors with those of our stockholders and to focus our senior management team on our long-term success. We do subject incentive compensation to clawback provisions. The terms of our Clawback Policy (as further described below) require American Tower to recoup all erroneously awarded incentive-based compensation awarded to the CEO and other NEOs in the event of a financial restatement. We do provide a competitive level of severance. We maintain a competitive and responsible severance program to provide a consistent approach to executive severance and to provide eligible employees with certainty and security. Under this program, severance benefits are available only upon a “Qualifying Termination.” We do use an independent compensation consultant. The Committee has engaged Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant. Meridian has no other ties to American Tower or its management and meets stringent selection criteria. We do engage directly with our stockholders. We maintain direct and open communication with our stockholders throughout the year, conduct active stockholder engagement initiatives and promptly respond to all inquiries. | | | We do not permit hedging or pledging of American Tower securities. Our Anti-Insider Trading Policy and Code of Conduct prohibit short sales and hedging transactions, as well as pledging our securities, by any of our employees and Directors. In addition, our policies impose limits as to when and how our employees, including our executive officers and Directors, can engage in transactions in our securities. We do not encourage excessive or inappropriate risk taking through our compensation programs. The Committee, together with its independent compensation consultant and management, conducts a regular risk review of American Tower’s compensation programs to determine if any elements of these programs create an inappropriate level of risk and reviews management’s mitigation activities with respect to any significant potential risks. We do not reprice stock options or repurchase underwater stock options. Our equity incentive plan prohibits, without stockholder approval, (i) the amendment of any outstanding stock option to reduce its exercise price or replace it with a new award exercisable for our Common Stock at a lower exercise price; and (ii) the purchase of an underwater stock option for cash. We do not provide golden parachute tax gross-ups. We do not provide excise tax gross-ups to our NEOs. We do not provide excessive perquisites. We do not provide excessive perquisites to our executive officers, nor do we offer them any deferred compensation plans, supplemental executive retirement plans or loans of any kind. We do not provide uncapped incentive awards. Our annual incentive awards cannot exceed 200% of the performance incentive target. We do not provide single-trigger acceleration of equity. Our severance program provides acceleration of equity only upon a “double trigger,” meaning that executives are only entitled to acceleration in the event of a “Qualifying Termination” within 14 days before, or two years following, a “Change of Control.” | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 54
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Compensation Determination Process For the annual and long-term incentive programs, the Committee oversees a rigorous and comprehensive goal-setting process. The Committee uses performance measures in the annual and long-term programs that (i) align with the Company’s strategy, operating principles and priorities, and stockholder interests, (ii) support the achievement of Company and individual goals and (iii) reflect the Company’s overall performance. Individual Metrics 20% of our NEOs’ annual incentive awards is tied to achieving pre-established individual performance goals, based on the Company’s five Key Objectives. Our Key Objectives directly correlate to the metrics used by the Committee to measure performance: | | | | | | | | | | | | | | | | | 1 | | SCALE THE CORE | •Leverage our global platform to maximize total stockholder return •Grow total property revenue(1), Adjusted EBITDA(1)(2) and AFFO Attributable per Share(2)(3) •Maintain an attractive average ROIC(2)(3) | | | | | | | | | | 2 | | BE THE MOST TRUSTED, STRATEGIC PARTNER FOR OUR CUSTOMERS | •Provide thought leadership to support further adoption and investment in mobile broadband networks •Enhance our customer relationships through a focus on shared value creation, both throughout our businesses and the wireless industry | | | | | | | | | | 3 | | ACCELERATE PLATFORM EXTENSIONS | •Advance energy solutions to reduce GHG emissions •Pilot scalable emerging growth opportunities adjacent to our core business •Engage customers and external partners to advance the development of the mobile edge | | | | | | | | | | 4 | | POSITION THE TEAMS FOR THE FUTURE | •Develop our talent and capabilities to lead the next generation of digital connectivity •Provide the support and resources to assist employees in growing their careers at American Tower | | | | | | | | | | 5 | | GROW AND MAINTAIN A HEALTHY CULTURAL FOUNDATION | •Foster an inclusive, equitable and diverse culture that retains, attracts and recognizes talent across the organization •Scale our Digital Communities program to help bridge the digital divide | | | | |
(1)Performance metric under the annual performance incentive program. For the total property revenue performance metric, pass-through revenue is excluded. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (3)Performance metric under the long-term incentive program. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 51
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Financial Metrics 80% of our NEOs’ annual incentive awards is tied to achieving pre-established financial metrics. The following tables demonstrate the 10-year financial performance of the metrics used to determine annual performance incentive awards and PSU awards in 2023. | | | | | | | | | ANNUAL PERFORMANCE INCENTIVE AWARD METRICS(1) |  | | ADJUSTED EBITDA(2) | | | | | | | PSU AWARD METRICS (1) | AFFO ATTRIBUTABLE PER SHARE(4) | | ROIC(4) | | | | | | |
(1)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
(2)Performance metric under the annual performance incentive program. (3)Shown excluding pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (4)Performance metric under the long-term incentive program. Highlights of 2023 Performance •Record colocation and amendment growth in our U.S. & Canada property segment, record colocation and amendment growth in our international segment and a second consecutive year of record sales for our Data Centers segment; •Expanded cash Adjusted EBITDA(1) margins year over year supported by cost controls, combined with inherent operating leverage in the tower model; •Strengthened our balance sheet and increased our financial flexibility through issuance of senior unsecured notes and securities in a securitization transaction, while maintaining our investment-grade credit rating; •Increased liquidity to end the year at $9.6 billion and reduced floating rate debt exposure from over 22% as of the end of 2022 to under 11% as of the end of 2023; •Issued an aggregate of $7.0 billion in fixed rate debt; and •Additionally, in early 2024, entered into an agreement with an affiliate of Brookfield Asset Management to sell 100% of the equity interests in our operations in India, for total consideration of up to $2.5 billion. (1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4252
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Stockholder Value Creation and Balance Sheet Strength | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Capital Returned to Common Stockholders Through Dividends(1) | | Dividend per Share Increase | | Total Compound Annual Stockholder Return (year end 2023)(2) | | $3.0B | | 10+% | | 1.4% | 8.9% | 12.8% | | in 2023 | | compared to 2022 | | 3-year | 5-year | 10-year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Available Liquidity | | A Leading S&P 500 Company | | Compound Annual AFFO Attributable per Share(3) Growth Since 2013 | | $9.6B | | $138B | | 10.6% | | as of 12/31/2023 | | enterprise value as of 12/31/2023 | | | | | | | | | | | |
(1)Includes the dividend paid in February 2024 to holders of record of our Common Stock as of the close of business on December 28, 2023. (2)Includes reinvested dividends. (3)Performance metric under the long-term incentive program. AFFO Attributable per Share is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. INVESTOR OUTREACH Stockholder engagement is an integral component of our compensation decision-making process, and members of our Board and management routinely interact with our investors. Through these interactions, we receive valuable feedback on our compensation program and corporate governance initiatives. | | | | | | | | | | | | | | | | | Outcomes | Consideration of Most Recent “Say On Pay” Vote Each year, the Committee considers the outcome of the advisory vote on our executive compensation program. Stockholders continued to show strong support for our executive compensation program, with approximately 96% of the votes cast for the approval of the “say on pay” proposal at our 2023 Annual Meeting of Stockholders and over 94% approval for this proposal in each of the past three years. | | | | | |
We regularly review our compensation program and continue to incorporate stockholder feedback to ensure we remain a leader in executive compensation best practices. | | | | Updates to Our 2024 Compensation Program As further discussed on page 67, in response to stockholder feedback regarding enhancements we could make to our compensation programs and to better align with market practice, we revised our long-term incentive award program to include relative TSR as a core performance measure in our PSUs. The introduction of this new metric is intended to align PSU award payouts with our stock price performance and to further incentivize efforts to create value for stockholders. By tying a portion of our PSUs to TSR performance relative to our peers, we aim to promote further alignment between executive incentive compensation and stockholder returns. | |
Proposal 3 gives our stockholders the opportunity to cast an advisory vote on our executive compensation program, as described in this Proxy Statement. Although this vote is non-binding, the Committee will review the results of the vote and take those results into account when making future determinations concerning the executive compensation program and policies. We will continue with regular stockholder engagement activities throughout the year to remain current on their perspectives firsthand. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 53
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis COMPENSATION GOVERNANCE AND BEST PRACTICES We supplement our pay-for-performance program with a number of compensation policies intended to align the interests of management with those of our stockholders. | | | | | | | | | | | | | | | | AT AMERICAN TOWER WE DO… | | | AT AMERICAN TOWER WE DO NOT... | | | | | | | We do tie a high ratio of our executives’ pay to performance. As described above in “Summary of Executive Compensation Program,” 94% and 89% of the target total direct compensation opportunity for our CEO and other NEOs, respectively, was in the form of short- and long-term incentive compensation. We do weigh incentives toward quantitative metrics. Our annual performance incentive program is heavily weighted toward quantitative metrics relating to pre-established Company financial goals for all our executive officers, including the CEO. We do use multiple performance metrics. We use multiple performance metrics in our short- and long-term incentive programs to discourage unnecessary short-term risk taking. We do require significant stock ownership. We maintain aggressive guidelines to reinforce the importance of stock ownership (6x the annual base salary for the CEO, 3x the annual base salary for the other NEOs and 5x the annual cash retainer for Directors). This is intended to align the interests of our executive officers and Directors with those of our stockholders and to focus our senior management team on our long-term success. We do subject incentive compensation to clawback provisions. The terms of our Clawback Policy (as further described below) require American Tower to recoup all erroneously awarded incentive-based compensation awarded to the CEO and other NEOs in the event of a financial restatement. We do provide a competitive level of severance. We maintain a competitive and responsible severance program to provide a consistent approach to executive severance and to provide eligible employees with certainty and security. Under this program, severance benefits are available only upon a “Qualifying Termination.” We do use an independent compensation consultant. The Committee has engaged Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant. Meridian has no other ties to American Tower or its management and meets stringent selection criteria. We do engage directly with our stockholders. We maintain direct and open communication with our stockholders throughout the year, conduct active stockholder engagement initiatives and promptly respond to all inquiries. | | | We do not permit hedging or pledging of American Tower securities. Our Anti-Insider Trading Policy and Code of Conduct prohibit short sales and hedging transactions, as well as pledging our securities, by any of our employees and Directors. In addition, our policies impose limits as to when and how our employees, including our executive officers and Directors, can engage in transactions in our securities. We do not encourage excessive or inappropriate risk taking through our compensation programs. The Committee, together with its independent compensation consultant and management, conducts a regular risk review of American Tower’s compensation programs to determine if any elements of these programs create an inappropriate level of risk and reviews management’s mitigation activities with respect to any significant potential risks. We do not reprice stock options or repurchase underwater stock options. Our equity incentive plan prohibits, without stockholder approval, (i) the amendment of any outstanding stock option to reduce its exercise price or replace it with a new award exercisable for our Common Stock at a lower exercise price; and (ii) the purchase of an underwater stock option for cash. We do not provide golden parachute tax gross-ups. We do not provide excise tax gross-ups to our NEOs. We do not provide excessive perquisites. We do not provide excessive perquisites to our executive officers, nor do we offer them any deferred compensation plans, supplemental executive retirement plans or loans of any kind. We do not provide uncapped incentive awards. Our annual incentive awards cannot exceed 200% of the performance incentive target. We do not provide single-trigger acceleration of equity. Our severance program provides acceleration of equity only upon a “double trigger,” meaning that executives are only entitled to acceleration in the event of a “Qualifying Termination” within 14 days before, or two years following, a “Change of Control.” | | | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 54
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis Overview of Our Compensation Program PHILOSOPHY Focus on Pay for Performance.The guiding principle of our executive compensation philosophy is to pay for performance. Fundamentally, our compensation program is designed to: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Attract and retain top talent | | Motivate and engage our executive officers | | Drive sustainable, long-term growth and stockholder value consistent with our values, vision and growth strategy | | | | | | | | |
Setting Competitive Levels of NEO Compensation—Development and Use of Comparative Peer Group The Committee believes it is important to understand the relevant market for executive talent to ensure the executive compensation program supports the attraction and retention of highly qualified leaders. The Committee assesses market conditions annually through a review of peer group compensation data, compiled by the Committee’s independent compensation consultant. Due to the unique nature of our business, including its global scope and growth, there are ongoing challenges in developing the most appropriate mix of companies for our peer group. In its annual review of our peer group composition, the Committee takes into account these challenges, which include the following: •The scope of our business spans two major sectors—communications infrastructure assets and real estate—as a result, there are very few companies directly comparable to us; •We have large international operations located in a number of distinctive markets, unlike our real estate peers; •We manage our business with a smaller senior management team than is typically found in the technology, communications or real estate industries; and •We operate and are classified as an infrastructure REIT and are one of very few global technology REITs. Our peer group used for developing pay decisions consists of companies in the communications industry, other REITs, companies with comparable revenues, firms with similar business models and companies from which we would consider recruiting talent. The Committee believes this group of companies provides a meaningful perspective of current pay practices and levels, as well as overall compensation trends. Based on the recommendation of the Committee’s independent compensation consultant, we added two companies to the peer group used for developing pay decisions in 2023, shown in italics below, as these companies are similarly sized industrial REITs and operate comparable businesses. Our 2023 peer group consisted of the following 23 companies: | | | | | | | PEER GROUP FOR 2023 COMPENSATION DECISIONS | | •Adobe Inc. | •Motorola Solutions, Inc. | •Booking Holdings Inc. | •NextEra Energy, Inc. | •Broadcom Inc. | •NVIDIA Corporation | •BXP (fka Boston Properties, Inc.) |  Prologis, Inc. | •Crown Castle Inc. | •Public Storage | Digital Realty Trust, Inc. | •Salesforce, Inc. | •Equinix, Inc. | •SBA Communications Corporation | •Equity Residential | •Simon Property Group, Inc. | •Fidelity National Information Services, Inc. | •Texas Instruments Incorporated | •Intuit Inc. | •Ventas, Inc. | •L3Harris Technologies, Inc. | •Welltower Inc. | •Mastercard Incorporated | | | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 55
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis AMERICAN TOWER POSITIONING RELATIVE TO ITS PEER GROUP(1) (1)Reflects amounts for fiscal year ended as of December 31, 2023. Source: S&P Capital IQ Our total revenue and our market capitalization are both higher than the peer group median, which is attributable to the quality of our business model and sustained growth of the business that has created value for our stockholders over the long term. Use of Broad Market Data. In addition to data from our peer group, the Committee reviews third-party industry survey data as a general indicator of relevant market conditions and pay practices. The Committee reviews market data at the 25th, 50th and 75th percentiles from a custom peer group and the S&P 250. These data serve as a broader reference point for determining what types and amounts of compensation are appropriate. In determining the appropriate compensation packages necessary to recruit and retain valuable senior executives, the Committee also considers market conditions, relative experience levels, relative executive tenure, special capabilities and global complexity to be significant factors. The Committee generally targets total compensation in a competitive range around the 50th percentile of the market. Small Management Team. Base salaries are set in recognition of (i) an efficient management structure, where there are few executive officers, the majority of whom has significant tenure at the Company and experience in a highly specialized and varied business and (ii) continued attraction and retention of this executive talent. Despite the significant growth in the size of the Company, the size of the senior management team provides a competitive advantage and promotes greater efficiency across the business. Detailed Evaluation by the Committee. In making determinations with respect to all elements and amounts of executive compensation, the Committee reviews the CEO’s assessment of each executive and his or her contribution to the Company’s financial performance (outlined in “Financial Goals and Performance” below). In addition, the Committee considers the executive’s potential for continued contribution to the Company’s long-term success. For each executive officer, the Committee reviews such officer’s performance and contribution to the Company’s financial performance and evaluates whether he or she met his or her pre-established individual performance goals (outlined in “Review of 2023 Individual Performance” below). Actual compensation paid to each executive officer may be above or below target pay positioning based on Company financial performance (weighted 80%) and individual performance (weighted 20%). Other factors that affect actual compensation include retention risk, future potential at the Company and internal equity considerations. Emphasis on Future Pay Opportunity Versus Current Pay.The Committee strives to provide an appropriate mix of compensation elements, with an emphasis on performance-based, long-term compensation. Cash payments primarily reward annual performance, while equity awards incentivize our NEOs to continue to deliver sustained results over a longer period of time and also serve as a retention tool. The Committee believes a substantial portion of our NEOs’ compensation should be “at-risk,” that is, dependent on our operating and stock price performance. Significance of Overall Company Results. The Committee’s evaluation of our NEOs prioritizes their contributions to overall Company performance, rather than on their individual business or function. The Committee believes that the NEOs share responsibility for supporting the goals and performance of the Company as a whole. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 56
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis Compensation Determinations for 20202023 Below we discuss the Committee’s key compensation decisions for 2020,2023, which were made based on our compensation philosophy and with advice from the Committee’s compensation consultant (see “Other Compensation and Governance Practices and Policies—Role of the Compensation Consultant” on page 51)64). Compensation determinations are influenced by our performance against external measures, including direct competitors, peer group companies and survey data. In evaluating Company performance, the Committee considered our overall financial results. For the 20202023 fiscal year, based on our assessment of all the market data, the Committee has concluded that our NEOs'NEOs’ compensation in the aggregate is competitively positioned on a target total compensation basis. The Committee works with its compensation consultant to better understand and continually monitor market competitive pay practices, which it then considers when determining compensation adjustments and changes for the coming year. This annual process includes reviewing the peer group and conducting a competitive market benchmark analysis. BASE SALARY In deciding the annual base salaries, the Committee considers benchmarking analyses to determine where the Company stands in relation to its peer group, competitive market data regarding executive compensation and factors relating to internal pay equity within the Company. The Company also takes into consideration notable unique factors, which distinguish it from its peers, such as the smaller size of the senior management team relative to the size of the Company. We believe operating with a small senior management team enables us to leverage the broader capabilities of our executive officers more effectively across a wider range of business and functional responsibilities and fosters a team approach and greater collaboration among our executive officers. As a result, annual base salaries for our NEOs are, and must remain, competitive. Our NEOs have consistently achieved strong Company performance. After considering tenure in their current positions, the salaries reflect historical key contributions and expectations of significant continued contributions to the Company’s long-term success. Based on review of competitiveFor 2023, given market dataconditions and internal pay equity considerations,advice from our compensation consultant, the Committee decided to increasedetermined that the base salaries for Messrs. DiSanto, Puech, Sharmaall of the NEOs remained competitive and Vondran. In connection withdid not approve any increases to their new positions, the Committee approved significant adjustments to the base salaries for Messrs. Bartlett and Smith, effective April 1, 2020.2023.
BASE SALARIES (2019(2022 AND 2020)2023) | | | | | | | | | | | | | Name | 2019 Base Salary | 2020 Base Salary | Percent Change | Thomas A. Bartlett(1) | $ | 789,495 | | $ | 1,000,000 | | 27 | % | Rodney M. Smith(2) | — | | $ | 575,000 | | N/A | | Edmund DiSanto | $ | 631,596 | | $ | 656,860 | | 4 | % | Olivier Puech(3) | — | | $ | 627,785 | | N/A | | Amit Sharma | $ | 633,489 | | $ | 658,829 | | 4 | % | | Steven O. Vondran | $ | 592,250 | | $ | 627,785 | | 6 | % | James D. Taiclet(4) | $ | 1,100,000 | | $ | 1,100,000 | | 0 | % |
| | | | | | | | | | | | | Name | 2022 Base Salary | 2023 Base Salary | Percent Change | | Thomas A. Bartlett | $ | 1,100,000 | | $ | 1,100,000 | | — | % | | Rodney M. Smith | $ | 640,000 | | $ | 640,000 | | — | % | | Olivier Puech | $ | 640,341 | | $ | 640,341 | | — | % | | Steven O. Vondran | $ | 640,341 | | $ | 640,341 | | — | % | Sanjay Goel(1) | $ | — | | $ | 600,000 | | N/A |
(1)Mr. BartlettGoel was elected as President and Chief Executive Officer on March 16, 2020, and was paid a prorated amount to reflect his new base salary of $1,000,000, as of April 1, 2020. (2)Mr. Smith first qualified to benot a NEO inprior to the 20202023 fiscal year and, accordingly, compensation information in the prior yearyears is not provided. He was elected as Executive Vice President, Chief Financial Officer and Treasurer on March 16, 2020, and was paid a prorated amount to reflect his new base salary of $575,000, as of April 1, 2020.
(3)Mr. Puech first qualified to be a NEO in the 2020 fiscal year and, accordingly, compensation information in the prior year is not provided.
(4)Mr. Taiclet's employment at the Company ended on June 14, 2020, and, accordingly, he did not receive the full amount of his base salary for 2020.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4357
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis ANNUAL PERFORMANCE INCENTIVE AWARDSPLAN At the beginning of each year, the CEO works with the Committee to set his individual goals, objectives and performance metrics for the year, as well as Company financial goals. As part of this process:
•The CEO reviews with the Board and Committee how short-term annual performance targets align with and support the strategic priorities and direction of the Company.
•Company financial goals, as well as the CEO’s individual goals, are reviewed by the Committee. As described below, 100% of each of our executive officer’s annual bonus opportunity is based on the Company’s achievement of pre-established financial goals, except for the CEO, who has 80% of his goals tied to achievement of such Company financial goals, and 20% tied to achievement of identified individual goals set at the beginning of the year. Individual performance goals are measured based on metrics unique to the CEO’s role and scope of responsibilities and are reviewed and approved by the Committee. The CEO’s individual performance goals are discussed below under “Review of 2020 CEO Individual Performance.”
The annual incentive plan design for our executives demonstrates our commitment to rigor and objectivity in establishing and meeting our compensation goals.goals, with 80% and 20% of the target annual performance incentive awards tied to achieving pre-established Company financial goals and individual performance goals, respectively. Upon review of peer group practices, the Committee noted that the Company’s threshold performance for revenue and Adjusted EBITDA(1) were was more challenging than its peers, and that the Company’s revenue and Adjusted EBITDA(1) goals to earn a levels warranting maximum payout were more stringent than its peers, further demonstrating that the Company sets rigorous financial goals for its incentive plans. TheEach NEO’s target award opportunities (asopportunity is a percentage of his base salary) are also establishedsalary, set at the beginning of the fiscal year and based on the market competitive benchmarking analyses. The Committee determines goals for each performance measure based on input from our CEO and by considering prior year achieved performance. The Committee determines actual incentive payouts after assessing Company performance, for all NEOs, as well as individual performance for the CEO,all NEOs, relative to pre-established goals.
For 2023, given market conditions, advice from our compensation consultant and the Committee's determination that the target award opportunities for all of the NEOs remained competitive, the Committee did not approve any increases to their target awards for 2023. (1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. FINANCIAL GOALS AND PERFORMANCE We useFor 2023, the Stand and Deliver strategic priorities, as outlined above inCommittee approved the Executive Summary, to measure the success of the Company, and these priorities are directly linked to the metrics used by the Company to measure financial performance. Two specificfollowing two Company financial measures were used to determine the executives’ annual incentive awards:Total property revenue(1) (weighted 30%) and Adjusted EBITDA.EBITDA(2)(weighted 50%). We use these measurements because they provide a balanced indication of the Company'sCompany’s performance, by beingas they are based firmly within the core business of the Company and are metrics considered in our short- and long-term growth strategy. These financial measures also complement creation of stockholder value, and we believe making Company financial performance a shared objective between the executives and stockholders encourages alignment and teamwork.
| | | | | | ANNUAL INCENTIVE AWARD METRICS AND WEIGHTINGS | CEO | Other NEOs | | | PAYOUTS BASED ON PERFORMANCE LEVELS | |
(1)Total property revenue excludes pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. | | | | | | | | | | | | | ANNUAL INCENTIVE AWARD METRICS AND WEIGHTINGS | | | | PAYOUTS BASED ON PERFORMANCE LEVELS | | |
(1)Total property revenue excludes pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4458
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis We use the initial Company budget, which is set at the beginning of the fiscal year, to set Company goals for total property revenue, excluding pass-through revenue, and Adjusted EBITDA(1). Pass-through revenue is primarily based on ground rent and/or power and fuel expense tenantcustomer reimbursements. As a result, our total property revenue, including pass-through revenue, in any given period may fluctuate in a way that isdoes not necessarily representative ofrepresent the Company’s real estate business or the underlying trends in that business.business trends. Consequently, we adjust total property revenue to exclude pass-through revenue from the goal settinggoal-setting process. We further adjust the financial goals for fluctuations in foreign currency exchange rates and material acquisitions or divestitures that close during the year.fiscal year, and, for 2023, adjusted for deviations in collections from one of our customers in India, Vodafone Idea Limited (VIL), due to uncertainty surrounding such customer, as further discussed in our Form 10-K. In addition, we consider the prior fiscal year’s actual results in our annual goal settinggoal-setting process to (i) ensure the new performance targets are rigorous but achievable and (ii) challenge the executive team to perform at consistently higher levels during each subsequent fiscal year. Accordingly, the 20202023 target levels for each of total property revenue, excluding pass-through revenue, and Adjusted EBITDA(1) increased by approximately 4.6% and 4.7%, respectively,3% from the 20192022 financial results, evidencing rigorous goals that cannot be achieved without superior performance. (1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. The following table sets forth the targets, as adjusted,threshold, target and maximum performance goals for each goal, as well asperformance metric, and the actual performance achieved. 20202023 COMPANY FINANCIAL GOALS ($ IN BILLIONS)
| | | | | | | | | | | | | | | | | | | | | | Weighting | | | | | | | CEO | NEOs | Metrics | Below Threshold 0% | Threshold 50% | Target(1) 100% | Maximum 200% | | 30% | 40% | Total Property Revenue(2) | | | 50% | 60% | Adjusted EBITDA(3) | |
| | | | | | | | | | | | | | | | | | | | | | Weighting | Metrics | Below Threshold 0% | Threshold 50% | Target(1) 100% | Maximum 200% | | 30% | Total Property Revenue(2) | | | 50% | Adjusted EBITDA(3) | |
(1)Target adjusted to reflect fluctuations in foreign currency exchange rates, and material acquisitionsdivestitures that have closed during 2020.2023, as well as for deviations in collections from VIL. (2)20202023 Company financial goals for total property revenue exclude pass-through revenue. For a reconciliation of total property revenue, excluding pass-through, see Appendix A. (3)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. (4)On February 25, 2021,23, 2023, we issued a press release reporting our actual results for 2020.2022. (5)On February 27, 2024, we issued a press release reporting our actual results for 2023. As indicated in the table above, the Company exceeded targettargets for each of its financial goals, and the achievement percentage reflects a payout slope for each 1% above the adjusted target for each financial goal. The calculation for the weighted achievement for these financial goals is outlined in the tables below.following tables. 20202023 FINANCIAL GOALS FOR THE NEOs (EXCLUDING THE CEO)
| | Weighting | Achievement | Weighted Achievement | | Weighting | | | Weighting | Achievement | Total Property Revenue(1) | Total Property Revenue(1) | 40% | 143% | 156 | % | Total Property Revenue(1) | 30 | % | 136 | % | Adjusted EBITDA(2) | Adjusted EBITDA(2) | 60% | 164% | Adjusted EBITDA(2) | 50 | % | 164 | % |
(1)20202023 Company financial goals for total property revenue exclude pass-through revenue. For a reconciliation of total property revenue, excluding pass-through, see Appendix A. (2)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4559
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis 2020 FINANCIAL AND INDIVIDUAL PERFORMANCE GOALS FOR THE CEO
| | | | | | | | | | | | | Weighting | Achievement | Weighted Achievement | | 2020 Financial Goals | | | | Total Property Revenue(1) | 30% | 143% | 125 | % | Adjusted EBITDA(2) | 50% | 164% | 2020 Individual Performance Goals(3) | 20% | 200% | 40 | % |
(1)2020 Company financial goals for total property revenue exclude pass-through revenue. For a reconciliation of total property revenue, excluding pass-through, see Appendix A.
(2)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
(3)Individual goals for 2020 are described in more detail below. In making these determinations, the Committee reflected on Mr. Bartlett's leadership amidst a global pandemic, his strategic vision and leadership and his performance against goals in a complex domestic and international space.
REVIEW OF 2020 CEO2023 INDIVIDUAL PERFORMANCE The Committee assessed Mr. Bartlett'seach NEO’s individual achievementsachievement during the year against the Company's Key Objectives, including sustainability goals, to determine the amount earned under the annual incentive plan that is based on individual performance. The following four pillarswere some of the Company’s Standkey goals and Deliver strategy:achievements across the NEOs that were considered by the Committee: | | | | | | | | | | | | | | | | | | | | | | PILLAR | METRICS MEASURED BY COMMITTEE | | CEO PERFORMANCE ACHIEVEMENTS | | WEIGHTING | | | | | | | | | SUSTAINABILITY GOALS | | •Develop the Company's employees, particularly its senior leadership, to ensure an optimal organizational structure, with a strong succession plan and increased collaboration. •Develop education initiatives and increase access to professional development opportunities for employees, including an enhanced focus on mentoring opportunities. •Develop and deploy energy solutions supporting GHG emissions reduction efforts in alignment with the Company’s SBTs. •Support the Company's social responsibility goal by scaling the Digital Communities program to improve the quality of life for underserved communities. | | üSuccessfully executed on succession plan with the transition from Mr. Bartlett to Mr. Vondran as President and CEO, and developed succession plans for other senior management. ü Launched employee value proposition initiatives; mentoring programs launched across the Company and online database of classes put in place. üGrew collaborative initiative with Airtel in Africa, which led to the deployment of over 550 green sites across Africa through 2023. ü Opened more than 140 new Digital Communities in Africa, Latin America and the U.S., impacting more than 300,000 lives. | | | 10% | | Lead wireless connectivity around the globe | | | | | | | OTHER KEY OBJECTIVES | | •AdvanceStrengthen the Company's position asbalance sheet and continue on de-leveraging path. •Perform a comprehensive assessment of the Company's global leader in the industryoperations to ensure our portfolio is positioned to drive sustained growth. •Expand business relationships with the Company's existing customers and cultivate relationships with new potential tenantspartners and partnerscustomers. •Generate meaningful global efficiencies and increased margin performance. | | üEnded 2023 with approximately $9.6 billion in liquidity and net leverage ratio of 5.2x, within reach of 3-5x target. üExecuted on selective divestitures, including the sales of the fiber business in Mexico and the Poland business, and entered into agreement for the sale of operations in India. üNegotiated with largest customers in India to resume payments; enhanced relationship with Airtel in Africa. üExecuted cost saving measures while continuing to build new sites and deliver on existing sites. | | üExpanded leadership roles with NGOs, trade and industry associations10% | | | | ü | Enhanced relationships with key tenants to drive business initiatives and pursue potential partnership opportunities | | | üSecured a new long-term agreement with T-Mobile to drive significant value for both parties over its nearly 15-year term | | | | | | | Innovate for a mobile future | | | | | | | •Explore broader opportunities to elevate and extend the Company's growth in shared communications infrastructure
•Participate in development/testing of new technologies and energy alternatives
•Drive pursuit and assessment of U.S. and global expansion initiatives in connectivity and advanced tenant services
| | ü | Advanced shared generator program in U.S. and build to suit project in India | | | ü | Advanced power and fuel program in Africa and India by deploying lithium-ion battery and new solar technology, thereby reducing diesel fuel consumption and generator run time | | | ü | Determined platform expansion initiatives to pursue and implemented an efficient governance model based on return on investment criteria | | | | | | Drive efficiency throughout the industry | | •Meet targeted profitability and cost savings goals
•Develop and apply intellectual and organizational capital to maximize performance of asset base
| | ü | Oversaw efficiency initiatives to maximize financial performance of our asset base as evidenced by exceeding targets for Adjusted EBITDA(1), Selling, General, Administrative and Development Expense, IT costs and tax benefits
| | | | | ü | Executed record level of refinancings to generate over $100 million of interest expense savings on an annualized basis | | | | | | | | | | | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4660
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis | | | | | | | | | | | | | | | | | | | | | | | | Grow our assets and capabilities to meet customer needs | | •Pursue attractive acquisitions in existing and select new markets within a disciplined capital allocation program2023 INDIVIDUAL PERFORMANCE ACHIEVEMENT
The Committee determined that each of our NEOs exceeded his individual goals for 2023, as described in more detail above under “Review of 2023 Individual Performance.” In making these determinations, the Committee reflected on the NEOs’ achievements consistent with the Company’s Key Objectives, including achievements related to sustainability goals. The following table sets forth the achievement of individual goals and total weighted achievement for each NEO. | | | | | | | | | | | | | Weighting | Achievement | Total Weighted Achievement(1) | | Thomas A. Bartlett | 20 | % | 150 | % | 153 | % | | Rodney M. Smith | 20 | % | 150 | % | 153 | % | | Olivier Puech | 20 | % | 150 | % | 153 | % | | Steven O. Vondran | 20 | % | 150 | % | 153 | % | | Sanjay Goel | 20 | % | 150 | % | 153 | % |
(1)Includes weighted achievement of both the financial and individual goals. •Execute effective CEO transition process and ensure successful business continuity programs through pandemic
| | ü | Guided investment committee through acquisition initiatives to drive long-term results, including entry into three new markets: Canada, Australia and Poland | | | | ü | Completed CEO transition process, onboarded new CFO and new director, and implemented significant diversity, equity and inclusion initiatives, including creation of a CEO Advisory Council | | | | | ü | Implemented global COVID-19 response business continuity process, including enabling workforce to work from home leveraging significant new IT and logistical initiatives | | | | | | |
(1)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
The following table sets forth the target award opportunitiesincentive awards and actual incentivesincentive awards paid to our NEOs for the 20202023 fiscal year and compares them to the target incentive awards and actual incentive award payments for the prior fiscal year. Based on a review of competitive market data and advice from our compensation consultant, the Committee determined not to increase the target incentive award percentages for any of the NEOs for the 2023 fiscal year. The Committee did not exercise anyits discretion in settingto adjust final bonus payout amounts.incentive award amounts following achievement of the financial and individual goals. BONUSINCENTIVE AWARD TARGETS AND PAYOUTS (2019(2022 AND 2020)2023)
| | | | | | | | | | | | | | | | | | | | | | Target Annual Incentive Award | Actual Annual Incentive Awards | | Name | Year | Target Bonus
(%) | Amount ($) | % Achievement of Target Bonus | Amount
($) | Percentage
Change | Thomas A. Bartlett(1) | 2019 | 100 | % | $ | 789,495 | | 174 | % | $ | 1,374,511 | | | | 2020 | 150 | % | $ | 1,500,000 | | 165 | % | $ | 2,210,720 | | 61 | % | Rodney M. Smith(2) | 2019 | — | | — | | — | | — | | | | 2020 | 100 | % | $ | 575,000 | | 156 | % | $ | 760,665 | | N/A | | Edmund DiSanto | 2019 | 100 | % | $ | 631,596 | | 174 | % | $ | 1,099,609 | | | | 2020 | 100 | % | $ | 656,860 | | 156 | % | $ | 1,024,702 | | (7) | % | Olivier Puech(3) | 2019 | — | | — | | — | | — | | | | 2020 | 100 | % | $ | 627,785 | | 156 | % | $ | 979,345 | | N/A | | Amit Sharma | 2019 | 100 | % | $ | 633,489 | | 174 | % | $ | 1,102,905 | | | | 2020 | 100 | % | $ | 658,829 | | 156 | % | $ | 1,027,773 | | (7) | % | | Steven O. Vondran | 2019 | 100 | % | $ | 592,250 | | 174 | % | $ | 1,031,107 | | | | 2020 | 100 | % | $ | 627,785 | | 156 | % | $ | 979,345 | | (5) | % | James D. Taiclet(4) | 2019 | 150 | % | $ | 1,650,000 | | 180 | % | $ | 2,961,750 | | | | 2020 | 150 | % | $ | 1,650,000 | | 145 | % | $ | 1,086,195 | | (63) | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | Target Annual Incentive Awards | Actual Annual Incentive Awards | | Name | Year | Target Incentive
Award
(%) | Amount ($) | % Achievement of
Target Incentive
Award | Amount
($) | | | Thomas A. Bartlett | 2022 | 200 | % | | $ | 2,200,000 | | 144 | % | | $ | 3,168,000 | | | | 2023 | 200 | % | | $ | 2,200,000 | | 153 | % | | $ | 3,366,000 | | | Rodney M. Smith | 2022 | 125 | % | | $ | 800,000 | | 144 | % | | $ | 1,152,000 | | | | 2023 | 125 | % | | $ | 800,000 | | 153 | % | | $ | 1,224,000 | | | Olivier Puech | 2022 | 125 | % | | $ | 800,426 | | 142 | % | | $ | 1,136,605 | | | | 2023 | 125 | % | | $ | 800,426 | | 153 | % | | $ | 1,224,652 | | | Steven O. Vondran | 2022 | 125 | % | | $ | 800,426 | | 142 | % | | $ | 1,136,605 | | | | 2023 | 125 | % | | $ | 800,426 | | 153 | % | | $ | 1,224,652 | | Sanjay Goel(1) | 2022 | — | | | — | | — | | | — | | | | 2023 | 125 | % | | $ | 750,000 | | 153 | % | | $ | 1,147,500 | | |
(1)Mr. Bartlett served as Executive Vice President and Chief Financial Officer during the year ended December 31, 2019 through March 15, 2020. HeGoel was elected as President and Chief Executive Officer on March 16, 2020. The 2020 amounts reflect the change in his base salary and bonus payable due to his new position and revised annual incentive targets as of April 1, 2020. (2)Mr. Smith first qualified to benot a NEO inprior to the 20202023 fiscal year and, accordingly, compensation information in the prior yearyears is not provided. He was elected as Executive Vice President, Chief Financial Officer and Treasurer on March 16, 2020. The 2020 amounts reflect the change in his base salary and bonus payable due to his new position and revised annual incentive targets as of April 1, 2020.
(3)Mr. Puech first qualified to be a NEO in the 2020 fiscal year and, accordingly, compensation information in the prior year is not provided.
(4)Mr. Taiclet retired from the Company on June 14, 2020, and, accordingly, he received less than the full amount of his base salary. As a result, while he achieved 145% of his target bonus award, the bonus payout was based on the actual salary received.
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
EQUITY-BASEDLONG-TERM INCENTIVE AWARDS FOR 2020PROGRAM
Our Approach for 20202023 Our long-term lease arrangements with our tenantscustomers and additions to our real estate portfolio enable us to generate relatively predictable long-term growth. As a result, the management decisions that have the greatest long-term impact on the Company typically relate to matters such as capital allocation, including strategic divestitures designed to repurpose capital and drive long-term shareholder growth, mergers and acquisitions, long-term contract negotiations with major tenants,customers, financial leverage, capital structure, growth opportunities, expansion into new markets and strategic alliances. Such decisions can sometimes AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 61
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis have a negative short-term impact on our performance and/or stock price, but result in greater
long-term value. For these reasons, a substantial majority of our NEOs' targetedNEOs’ target compensation is in the form of long-term incentives. We believe granting meaningful levels of equity-based awards encourages our NEOs to focus on the achievement ofachieving long-term results, which drives stockholder value. In addition, these grants help us to retain highly experienced executives and sustain long-term Company performance. For 2020,2023, the Committee determined each NEOs'NEO’s target value of long-term incentive awards and the allocation of the target value between RSUs and PSUs. In making this determination, the Committee considered the overall Company performance, the anticipated level of the executive officer’s future contribution, the increasingly more challenging annual business plan as the prior year’s objectives are achieved, the experience needed and competitive market data. With the exception of the promotional equity grants as discussed in more detail below, annualAnnual equity grants to our executive officers were awarded at the same time as our annual employee grant on March 10, 2020.2023. LONG-TERM INCENTIVE AWARD WEIGHTINGS | | | | | | | | | | | | | CEO | | Other NEOs | | | | | CEO(1)
| Other NEOs | | | (1)Mr. Bartlett's promotional equity grant was allocated 70% to PSUs and 30% to RSUs, excluding his special RSU equity grant discussed below.
| |
In light of the new roles of Messrs. Bartlett and Smith and the desire to ensure stability and continuity with the sudden retirement of Mr. Taiclet, and after a comprehensive review of benchmarking data for these positions, the Committee deemed it reasonable to approve promotion equity grants of $4.3 million and $1.9 million, respectively. Mr. Bartlett's award was allocated 70% to PSUs and 30% to RSUs, and Mr. Smith's award was allocated 60% to PSUs and 40% to RSUs. As an additional mechanism to secure CEO leadership, the Committee approved a special RSU equity grant to Mr. Bartlett of $2.0 million with terms that require him to forfeit the stock if he retires before the end of the three-year vesting period.
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
The following table sets forth the target value of 2020 equity awards granted to the NEOs in 2020. In addition to consideration of the new roles of Messrs. Bartlett and Smith, the2023. The Committee determined it was appropriate to increase the 20202023 award values among the other current executives,value, taking into account the size of the equity grants in 2019,2022, market data and the executive team’s collaborative effort to achieve the Company’s high-performance results. results, including the Company's revenue growth exceeding the peer group median over several of the past years. Mr. Smith's larger increase was due primarily to his growth in his role and his contributions to the Company's strong financial growth. Additionally, this increase reflects an improved competitive positioning for his role in line with the most recent market data and advice from our compensation consultant. We determined the number of shares subject to each of our awards using the closing price of our Common Stock on the date of grant. EQUITY-BASED AWARD VALUES (2019(2022 AND 2020)2023) | | | | | | | | | | | | | Name | 2019 Target Equity Value | 2020 Target Equity Value | Percent Change
(2020 over 2019) | Thomas A. Bartlett(1) | $ | 4,750,000 | | $ | 11,500,000 | | 142 | % | Rodney M. Smith(2) | — | | $ | 2,850,000 | | N/A | | Edmund DiSanto | $ | 4,500,000 | | $ | 4,800,000 | | 7 | % | Olivier Puech(3) | — | | $ | 3,500,000 | | N/A | | Amit Sharma | $ | 4,250,000 | | $ | 4,600,000 | | 8 | % | | Steven O. Vondran | $ | 2,800,000 | | $ | 3,500,000 | | 25 | % | James. D. Taiclet(4) | $ | 14,000,000 | | $ | 14,000,000 | | 0 | % |
| | | | | | | | | | | | | Name | 2022 Target Equity Value | 2023 Target
Equity Value | Percent Change
(2023 over 2022) | | Thomas A. Bartlett | $ | 14,000,000 | | $ | 15,200,000 | | 9 | % | | Rodney M. Smith | $ | 3,600,000 | | $ | 4,350,000 | | 21 | % | | Olivier Puech | $ | 4,600,000 | | $ | 5,000,000 | | 9 | % | | Steven O. Vondran | $ | 4,600,000 | | $ | 5,000,000 | | 9 | % | Sanjay Goel(1) | — | | $ | 3,500,000 | | N/A |
(1)Mr. Bartlett served as Executive Vice President and Chief Financial Officer during the year ended December 31, 2019 through March 15, 2020. HeGoel was elected as President and Chief Executive Officer on March 16, 2020, and his 2020 equity value reflects the promotion-based equity grant awards granted in May 2020 in addition to his equity award granted in March 2020. His 2020 equity awards included $11.5 million in value of which $5.2 million was 60% allocated to PSUs and 40% to RSUs, in connection with his role as CFO, and $4.3 million of which was 70% allocated to PSUs and 30% to RSUs, in connection with his role as CEO, with similar vesting terms as noted below, and a $2.0 million special RSU award with 100% vesting at the end of three years. This special RSU award is excluded from the current retirement framework and shall be forfeited if Mr. Bartlett retires before the end of the three-year vesting period. (2)Mr. Smith first qualified to benot a NEO inprior to the 20202023 fiscal year and, accordingly, compensation information in the prior yearyears is not provided. He was elected as Executive Vice President, Chief Financial Officer
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 62
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Treasurer on March 16, 2020, and his 2020 equity value reflects the promotion-based equity grant award granted in May 2020 in addition to his equity award granted in March 2020.Analysis (3)Mr. Puech first qualified to be a NEO in the 2020 fiscal year and, accordingly, compensation information in the prior year is not provided.
(4)Mr. Taiclet forfeited his 2020 PSU grant and the 2019 PSU grant will vest based on actual performance through the end of the performance period, with a prorated payout to reflect the performance period during which Mr. Taiclet was employed by the Company. The vesting of his 2019 and 2020 RSU grants was accelerated upon his Qualified Retirement as defined under the award agreements.
DESCRIPTION OF 20202023 EQUITY AWARDS AND 2018RESULTS OF 2021 PSU AWARD 20202023 RSUs
Each 20202023 RSU grant (with the exception of Mr. Bartlett's special RSU grant) vests 25%1/3rd annually over fourthree years, commencing one year from the date of grant. On each vesting date, the number of RSUs that then vest will be paid in a like number of shares. Certain circumstances trigger accelerated vestingFor the 2023 equity grant, RSUs represented 30% of outstanding RSUs.the CEO’s target grant date award value and 40% of each of the other NEOs' target grant date award value. 20202023 PSUs
Each 20202023 PSU grant is earned over a three-year performance period ending on December 31, 2022,2025, to the extent achieved performance meets the performance goals that were set at the beginning of the performance period. The performance goals for the 20202023 PSUs are set with respect to cumulative Consolidated AFFO Attributable per Share(1) and average ROIC(1), which are used by management and investors as key indicators of the Company’s financial performance.performance, weighted 70% and 30%, respectively. For the 2023 equity grant, PSUs represented 70% of the CEO’s target grant date award value and 60% of each of the other NEO’s target grant date award value. As outlined below, the actual number of vested PSUs earned is based on the performance levels against these target goals, as determined by the Committee at the end of the performance period. 2018Certain circumstances will trigger accelerated vesting of outstanding RSUs and PSUs. Information on acceleration of equity awards upon certain triggering events is described in “Severance Program” starting on page 75.(1)AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. 2021 PSUs For the PSU awards granted in March 2018 (20182021 (2021 PSU Award), the Committee set the following three-year target performance goals with respect to cumulative Consolidated AFFO per Share(1) and average ROIC(1): (i) $23.57$28.10 and (ii) 10.2%9.3%, respectively. In February 2021,2024, the Committee determined that the Company outperformedachieved cumulative Consolidated AFFO per Share(1) and average ROIC(1) of(i) $30.00 and (ii) 8.9%, respectively, resulting in payouts at 145% and 90%, respectively, of the target performance goals for boththe performance measures. | | | | | | | | | CUMULATIVE CONSOLIDATED AFFO PER SHARE (70%)(1) | | AVERAGE ROIC (30%)(1) | | | |
(1)Consolidated AFFO per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures by 123% and 156%, respectively. reconciliations to GAAP can be found in Appendix A. Based on achieved performance, the table below shows the number of 20182021 PSU awardsshares earned by each eligible NEO. | | | | | | | | | | | | | Name | 2021 PSU Award Granted | % of Target 2021 PSU Award Earned | Total Number of PSU Shares Earned | | Thomas A. Bartlett | 41,092 | 129 | % | 53,009 | | | Rodney M. Smith | 9,540 | 129 | % | 12,307 | | | Olivier Puech | 12,328 | 129 | % | 15,904 | | Steven O. Vondran | 12,328 | 129 | % | 15,904 | Sanjay Goel(1) | 6,382 | 129 | % | 8,233 | |
(1)Mr. Goel was appointed as Executive Vice President and President, Asia-Pacific, effective March 16, 2021, and his 2021 PSU Award reflects the PSU award granted in June 2021. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 4963
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis | | | | | | | | | | | | | Name | 2018 PSU Award Granted | % of Target 2018 PSU Award Earned | Total Number of PSU Shares Vested | | Thomas A. Bartlett | 17,784 | 133 | % | 23,653 | | Rodney M. Smith(1) | — | — | | — | | Edmund DiSanto | 16,750 | 133 | % | 22,278 | Olivier Puech(2) | — | — | | — | | Amit Sharma | 15,716 | 133 | % | 20,903 | Steven O. Vondran(3) | — | — | | — | James D. Taiclet(4) | 45,493 | 133 | % | 48,742 |
(1)Mr. Smith did not become an executive officer until March 2020, and therefore was not eligible to receive the 2018 PSU Award.
(2)Mr. Puech did not become an executive officer until October 2018, and therefore was not eligible to receive the 2018 PSU Award.
(3)Mr. Vondran did not become an executive officer until August 2018, and therefore,was not eligible to receive the 2018 PSU Award.
(4)The 2018 PSU Award for Mr. Taiclet is prorated to reflect the performance period during which he was employed by the Company.
| | | | | | CUMULATIVE CONSOLIDATED AFFO PER SHARE (70%)(1)
| AVERAGE ROIC (30%)(1)
| | |
(1)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
Information on acceleration of equity awards upon certain triggering events is described in “Employment and Severance Arrangements” on page 62.
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Other Compensation and Governance Practices and Policies ROLE OF THE COMPENSATION CONSULTANT The Committee has retained Meridian as its compensation consultant. Meridian reports directly to the Committee, and the Committee can replace Meridian or hire additional consultants at any time. In 2020,2023, Meridian attended all Committee meetings, in person or virtually, including executive sessions as requested, and consulted frequently with the ChairpersonChair of the Committee between meetings. As part of its work in 2020,2023, Meridian assisted the Committee with determining our custom peer group and benchmarking analyses, which included competitive analyses of Director and executive compensation, review of COVID-19 implications on compensation, financial performance analysis, dilution analysis, realizable pay-for-performance analysis, review of stock ownership guidelines, and realizable pay for performance analysis.regulatory developments and trends. Meridian also advised the Committee on the retirement terms for Mr. Taiclet, succession planning compensation considerations and the design of the annual and long-term incentive programs, including conducting a risk assessment review and audit of each of our compensation practices, programs and policies (see below under “Risk Assessment”). Other than the services it provides to the Committee, Meridian does not provide services to, and receives no additional compensation from, the Company. The Committee has analyzed whether the work of Meridian as its compensation consultant raises any conflicts of interest, taking into consideration the following factors: (i) Meridian does not provide any other services to the Company; (ii) the amount of fees the Company paid to Meridian represents less than 1% of Meridian’s total revenues; (iii) Meridian’s policies and procedures were designed to ensure independence; (iv) Meridian does not have any business or personal relationship with anany executive officer of the Company; (v) Meridian does not have any business or personal relationship with any member of the Committee; and (vi) neither Meridian nor any member of its consulting team owns any stock of the Company. The Committee determined, based on its analysis of the above factors, that the work of Meridian and the individual compensation advisors employed by Meridian as compensation consultant to the Committee does not create any conflicts of interest. The Committee will continue to annually monitor the independence of its compensation consultant on an annual basis.consultant. EMPLOYMENT ARRANGEMENTS AND SEVERANCE PROGRAM To recruit and retain our executive officers, we periodically enter into employment letters and other arrangements or agreements, which are subject to review by the Committee. In March 2009, and as further amended, effective January 1, 2024, (which amendment did not materially update the terms and conditions of the Severance Program for our executive officers), we implemented a severance program (the Severance Program) to provide severance benefits to eligible employees who undergo a termination of employment in certain circumstances. Severance benefits under the Severance Program vary depending on an employee’s position or tenure with the Company. Our CEO and our executive officers are eligible for benefits under the Severance Program in the case of a Qualifying Termination, which occurs if the officer resigns for Good Reason or if the Company terminates the executive officer other than for Cause or for Performance Reasons (as these terms are defined in the Severance Program). The employment arrangements and agreements with, and benefits to, these executives are further described in “Employment and Severance Arrangements”“Severance Program” starting on page 62.75. As previously disclosed, in July 2018, the Committee approved a form of award agreement for grants of PSUs to employees, other than the CEO (the PSU Award Agreement), pursuant to the 2007 Equity Incentive Plan, as amended (2007 Equity Incentive Plan). The PSU Award Agreement provides for either a full or pro-rata payout of PSUs earned based on the Company’s performance after the scheduled vesting date of the PSUs in the event of a “Separation Event” or “Qualified Retirement” (each as defined in the PSU Award Agreement) subject to certain conditions being met. In April 2020, in consideration of Mr. Bartlett's transition from his previously held role as CFO and to prevent any adverse impact on the retirement treatment of PSU awards granted in connection with his performance in that role, the Committee approved a revised form of PSU Award Agreement to include the CEO. Prior to this revision, the CEO was excluded from the full payout of PSUs earned in the event of a Separation Event or Qualified Retirement. Pursuant to the revised PSU Award Agreement, the Committee confirmed that the vesting of Mr. Bartlett’s outstanding grants of PSUs would not be subject to any change and future grants will be consistent with the vesting terms applicable to all the other PSU plan participants.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
51
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
RISK ASSESSMENT The Committee regularly assesses, together with its independent compensation consultant and management, the factors and criteria underlying our compensation plans for all employees to determine whether any elements create an inappropriate level of risk, as well as methods to mitigate any identified potential risks. This includes considering, among other things: AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 64
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis •whether each plan provides for an overachievement mechanism or cap on performance; •incentive award opportunity; •the existence of discretionary authority; •whether payouts are linked to overall Company goals; •the timing of prospective payments; •the inclusion of certain windfall or claw backclawback provisions; •the contribution of the awards to a participant’s total mix of compensation; and •any risk-mitigating factors. The Committee concluded that the current compensation arrangements are consistent with current market practices and that there are no problematic pay practices. The Committee noted mitigation strategies to avoid excessive risk taking and the need to continue monitoring key factors driving incentive design decisions. STOCK OWNERSHIP GUIDELINES We believe holding shares of our Common Stock RSUs, PSUs and options to purchase our Common StockRSUs closely aligns the interests of our executive officers and Directors with those of our other stockholders. Accordingly, we maintain a formal stock ownership policy for our executive officers and Directors, so that they may share in the risks and rewards of our other stockholders as our stock price increases or decreases. The current stock ownership guidelines are based on a multiple of the base salary for executive officers and a multiple of the annual cash retainer for non-employee Directors. The ownership guidelines are as follows: | | | | | | | | | | | | | Multiple of Annual Base Salary / Annual Cash Retainer | | | | | 6X | 3X | 5X | | CEO | | Executive Officers officersdirectly reporting to the CEO | Directors | | Directors | | |
InAs of 2023, we count actual shares and unvested RSUs held by an executive officer or Director in determining compliance with these guidelines, in addition to actual shares held, we count unvested RSUs, unvested PSUs at target and the in-the-money value of vested options.
guidelines. All of our NEOs employed as of December 31, 2020 were in compliance with our stock ownership guidelines:guidelines as of December 31, 2023, as follows: | | | | | | | | | | | | | Name | Stock Ownership Guideline | Ownership as of December 31, 20202023(1) | | Thomas A. Bartlett | 6x Base Salary | 59x52x | Base Salary | | Rodney M. Smith | 3x Base Salary | 57x17x | Base Salary | Edmund DiSantoOlivier Puech | 3x Base Salary | 124x15x | Base Salary | Olivier PuechSteven O. Vondran | 3x Base Salary | 13x14x | Base Salary | Amit SharmaSanjay Goel | 3x Base Salary | 174x6x | Base Salary | Steven O. Vondran | 3x Base Salary | 26x | Base Salary |
(1)Based on a per share price of $224.46,215.88, the closing price of our Common Stock on December 31, 2020.29, 2023. For additional information on our stock ownership guidelines, see above under “Corporate Governance—Stock Ownership Guidelines.”Guidelines” on page 39. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 5265
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and Analysis POLICIES ON TRANSACTIONS IN COMPANY STOCK; ANTI-HEDGING AND PLEDGING POLICY Our Anti-Insider Trading Policy imposes limits as to when and how Company employees, including our executive officers, and Directors can engage in transactions in our securities and prohibits hedging transactions, short selling or any other type of arrangement that is designed, or may reasonably be expected, to have the effect of hedging or offsetting a decrease in the market value of our Common Stock. Our Code of Conduct similarly provides a formal policy that prohibits our executive officers and Directors from entering into hedging transactions with respect to our Common Stock. It also prohibits our executive officers, Directors and certain other key employees from pledging shares of our Common Stock as security. CLAW BACKCLAWBACK POLICY
The terms ofIn September 2023, the Committee adopted a new Clawback Policy applicable to our annual performance incentive awards and long-term, equity-based awards allow the Companyofficers who are required to claw back cash and shares receivedfile ownership reports pursuant to such awards, respectively, or, inSection 16 of the latter case, require the payment to the Company of all gains realized upon disposition of such shares in certain circumstances, suchExchange Act (Covered Executives), as the executive’s terminationdesignated by the Company for cause or following termination of employment for any reason if: (1) the executive officer engaged in conduct while an employee that would have justified termination for cause; (2) the executive officer violates any applicable confidentiality or non-competition agreement; (3) upon determination that a claw backBoard annually. The Clawback Policy is appropriatetriggered in the event ofthe Company is required to prepare an accounting restatement of its financial statements due to the Company's material noncompliance with any financial reporting requirement under the securities laws (a Triggering Event).
If a Triggering Event occurs, the Company is required to recoup erroneously awarded “incentive-based compensation” paid to Covered Executives (subject to certain regulatory exceptions) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement and during any transition period that results from a change in the Company’s fiscal year, if applicable. “Incentive-based compensation” is any compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial statements;reporting measure. The amount of erroneously awarded incentive-based compensation is the excess of the amount of incentive-based compensation paid to a Covered Executive over the incentive-based compensation that such Covered Executive would have been paid had it been based on the restated results without regard to taxes paid. The Clawback Policy is administered by the Committee, or (4)such Board committee as required by law.it may designate, which shall determine, in its sole discretion, the timing and method for recouping erroneously awarded incentive-based compensation. OTHER BENEFITS We do not believe in providing excessive perquisites to ourOur executive officers who participate in the same healthcare, insurance and other welfare and retirement programs as other eligible employees. These programs include health and dental coverage, group term life insurance, disability programs, our broad-based employee stock purchase program (under which we give a 15% discount to all employees on the purchase price of our stock) and matching contributions to our 401(k) plan. We share the cost of health and welfare benefits with our employees, including our executive officers, a cost that depends on the level of benefits coverage each employee or executive officer elects.
We do not offer our executive officers any deferred compensation plans, supplemental executive retirement or health plans or loans of any kind. As shown in the “All Other Compensation” column in the Summary Compensation Table on page 55,69, we provide limited perquisites to U.S. executive officers includein the form of an annual car allowance, and reimbursement for related auto insurance premiums and amountsreimbursement for parking at our corporate offices in Boston, Massachusetts, a benefit we also provide to a number of other corporate employees. Under Additionally, under limited circumstances, we provide certain perquisites to individuals recruited to key positions and to executive officers who move from their home countries at our request. Accordingly, in addition to the general perquisites for executive officers, Mr. Sharma is an expatriate from the United States who works in India,
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 66
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Discussion and he receives housing and certain other allowances, tax equalization, a driver, fuel, security, utilities and other tax support. The amount of Mr. Sharma’s expatriate benefits is shown in the Summary Compensation Table and is consistent with packages typically offered to expatriated employees at global companies.Analysis DEDUCTIBILITY OF EXECUTIVE COMPENSATION As part of its role and in designing our compensation programs and making awards to our executive officers, the Committee considers to what extent the Company can deduct anyis mindful of itswhether executive compensation will be deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended (Section 162(m)). As amended in December 2017 byamended. However, the Tax Cuts and Jobs Act of 2017 (Tax Act), under Section 162(m), a public company cannot deduct compensation in excess of $1 million paid in any year to its chief executive officer, chief financial officer and the three other most highly compensated officers. Historically, qualified “performance based compensation” was not subject to this $1 million limitation, but this exception was removed as part of the Tax Act. In designing our compensation programs and in making awards to our executive officers, the Committee has been mindful of whether compensation would be deductible, but has always retained the flexibility to award compensation that was not deductible in order to meet the objectives of our compensation philosophy.philosophy and as a result, some of the compensation paid to our NEOs may not be deductible.
| | | | Updates to Our 2024 Compensation Program 2024 COMPENSATION UPDATES FOR CEO In light of Steven O. Vondran's promotion to President and Chief Executive Officer, effective February 1, 2024, in February 2024, the Committee approved a new target total direct compensation for the year ending December 31, 2024 for Mr. Vondran, effective as of February 1, 2024, as follows: •Base salary: $1,000,000. •Annual bonus target: $2,000,000 (200% of base salary). •Long-term incentive compensation: $10,000,000, allocated 70% to PSUs and 30% to RSUs. The Committee also determined that compensation for Thomas A. Bartlett, advisor to the Chief Executive Officer, will remain unchanged from the compensation approved for his previous role by the Committee on February 24, 2023. Mr. Bartlett will be eligible to earn a bonus for 2024, prorated for his length of service in 2024, to be paid in 2025, and did not receive an equity grant for 2024. Mr. Bartlett will not receive any additional severance compensation beyond the standard entitlements pursuant to our Severance Program in connection with this transition. LONG-TERM INCENTIVE AWARD PROGRAM CHANGES Beginning in 2024, PSU awards granted under our long-term incentive award program will include relative TSR, as measured against the REIT constituents included in the S&P 500 Index, as an additional performance measure for a three-year performance period. In the past few years, awards under our long-term incentive program were based on AFFO Attributable per Share(1) and ROIC(1), weighted 70% and 30%, respectively. Beginning with PSUs granted in 2024, vesting will be determined in part based on Relative TSR, weighted at 20%, with Attributable AFFO per Share and ROIC weighted at 50% and 30%, respectively, each for a three-year performance period. TSR measures cumulative value to stockholders through stock price appreciation and dividends, and the adoption of this metric aims to align incentive compensation with stockholder returns and value creation. (1)AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 5367
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Compensation Committee Report Compensation Committee Report The Compensation Committee of the Company’s Board of Directors reviewed the Compensation Discussion and Analysis for the year ended December 31, 20202023 and discussed it with the Company’s management. Based on this review and its discussions with management, the Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement for the 20212024 Annual Meeting of Stockholders. By the Compensation Committee of the Board of Directors of American Tower Corporation. COMPENSATION COMMITTEE Craig Macnab, ChairpersonChair Gustavo Lara CantuKelly C. Chambliss
Raymond P. Dolan Grace D. Lieblein AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 5468
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Executive Compensation Tables Executive Compensation Tables The following table provides information concerning compensation earned by each of our NEOs for the years ended December 31, 2020, 20192023, 2022 and 2018.2021. SUMMARY COMPENSATION TABLE | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($)(1) (e) | Non-Equity Incentive Plan Compensation ($)(2) (g) | All Other Compensation ($)(3) (i) | Total ($) (j) | Thomas A. Bartlett(4) President and Chief Executive Officer | 2020 | $ | 955,448 | | $ | 11,500,732 | | $ | 2,210,720 | | $ | 34,404 | | $ | 14,701,304 | | | 2019 | $ | 789,495 | | $ | 4,750,280 | | $ | 1,374,511 | | $ | 34,969 | | $ | 6,949,255 | | | 2018 | $ | 766,500 | | $ | 4,300,171 | | $ | 1,019,445 | | $ | 33,415 | | $ | 6,119,531 | | Rodney M. Smith(5) Executive Vice President, Chief Financial Officer and Treasurer | 2020 | $ | 532,026 | | $ | 2,850,291 | | $ | 760,665 | | $ | 29,119 | | $ | 4,172,101 | | | 2019 | — | — | — | — | — | | 2018 | — | — | — | — | — | Edmund DiSanto Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | 2020 | $ | 656,860 | | $ | 4,800,337 | | $ | 1,024,702 | | $ | 31,887 | | $ | 6,513,786 | | | 2019 | $ | 631,596 | | $ | 4,500,129 | | $ | 1,099,609 | | $ | 33,880 | | $ | 6,265,214 | | | 2018 | $ | 613,200 | | $ | 4,050,198 | | $ | 815,556 | | $ | 33,146 | | $ | 5,512,100 | | Olivier Puech(6) Executive Vice President and President, Latin America and EMEA | 2020 | $ | 627,785 | | $ | 3,500,266 | | $ | 979,345 | | $ | 33,984 | | $ | 5,141,380 | | | 2019 | — | — | — | — | — | | 2018 | — | — | — | — | — | Amit Sharma Executive Vice President and President, Asia | 2020 | $ | 658,829 | | $ | 4,600,364 | | $ | 1,027,773 | | $ | 1,381,052 | | $ | 7,668,018 | | | 2019 | $ | 633,489 | | $ | 4,250,163 | | $ | 1,102,905 | | $ | 697,734 | | $ | 6,684,291 | | | 2018 | $ | 615,038 | | $ | 3,800,080 | | $ | 818,001 | | $ | 905,524 | | $ | 6,138,643 | | Steven O. Vondran(7) Executive Vice President and President, U.S. Tower Division | 2020 | $ | 627,785 | | $ | 3,500,266 | | $ | 979,345 | | $ | 32,387 | | $ | 5,139,783 | | | 2019 | $ | 592,250 | | $ | 2,800,175 | | $ | 1,031,107 | | $ | 32,215 | | $ | 4,455,747 | | | 2018 | — | — | — | — | — | James D. Taiclet(8) Former Chairman of the Board, President and Chief Executive Officer | 2020 | $ | 624,023 | | $ | 14,000,333 | | $ | 1,086,195 | | $ | 24,759 | | $ | 15,735,310 | | | 2019 | $ | 1,100,000 | | $ | 14,000,318 | | $ | 2,961,750 | | $ | 33,220 | | $ | 18,095,288 | | | 2018 | $ | 1,100,000 | | $ | 11,000,256 | | $ | 2,173,600 | | $ | 34,080 | | $ | 14,307,936 | |
| | | | | | | | | | | | | | | | | | | | | | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($)(1) (e) | Non-Equity Incentive Plan Compensation ($)(2) (g) | All Other Compensation ($)(3) (i) | Total ($) (j) | Thomas A. Bartlett President and Chief Executive Officer | 2023 | $ | 1,100,000 | | $ | 15,200,227 | | $ | 3,366,000 | | $ | 43,018 | | $ | 19,709,245 | | | 2022 | $ | 1,100,000 | | $ | 14,000,359 | | $ | 3,168,000 | | $ | 38,350 | | $ | 18,306,709 | | | 2021 | $ | 1,000,000 | | $ | 12,000,067 | | $ | 3,080,000 | | $ | 34,507 | | $ | 16,114,574 | | Rodney M. Smith Executive Vice President, Chief Financial Officer and Treasurer | 2023 | $ | 640,000 | | $ | 4,350,245 | | $ | 1,224,000 | | $ | 39,378 | | $ | 6,253,623 | | | 2022 | $ | 640,000 | | $ | 3,600,252 | | $ | 1,152,000 | | $ | 38,918 | | $ | 5,431,170 | | | 2021 | $ | 586,500 | | $ | 3,250,278 | | $ | 903,210 | | $ | 45,174 | | $ | 4,785,162 | | Olivier Puech Executive Vice President and President, Latin America and EMEA | 2023 | $ | 640,341 | | $ | 5,000,180 | | $ | 1,224,652 | | $ | 34,300 | | $ | 6,899,473 | | | 2022 | $ | 640,341 | | $ | 4,600,128 | | $ | 1,136,605 | | $ | 31,476 | | $ | 6,408,550 | | | 2021 | $ | 640,341 | | $ | 4,200,218 | | $ | 986,125 | | $ | 31,984 | | $ | 5,858,668 | | Steven O. Vondran Executive Vice President and Global Chief Operating Officer | 2023 | $ | 640,341 | | $ | 5,000,180 | | $ | 1,224,652 | | $ | 33,457 | | $ | 6,898,630 | | | 2022 | $ | 640,341 | | $ | 4,600,128 | | $ | 1,136,605 | | $ | 32,193 | | $ | 6,409,267 | | | 2021 | $ | 640,341 | | $ | 4,200,218 | | $ | 986,125 | | $ | 32,520 | | $ | 5,859,204 | | Sanjay Goel(4) Executive Vice President and President, Asia-Pacific | 2023 | $ | 600,000 | | $ | 3,500,241 | | $ | 1,147,500 | | $ | 19,069 | | $ | 5,266,810 | | | 2022 | — | | — | | — | | — | | — | | | 2021 | — | | — | | — | | — | | — | |
(1)The amounts in column (e) reflect the aggregate grant date fair value of RSUs and PSUs (valued assuming target performance) granted pursuant to ourthe 2007 Equity Incentive Plan.Plan, as amended (2007 Equity Incentive Plan). The aggregate grant date fair value of the awards was calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards (at target) by the closing market price of shares of our Common Stock on the grant date. Assuming maximum performance levels are achieved, the aggregate grant date fair value of PSUs would be as follows: | | | | | | | | | | | | | Name | Granted in 2020 | Granted in 2019 | Granted in 2018 | Thomas A. Bartlett(4) | $ | 12,260,491 | | $ | 5,700,336 | | $ | 5,160,205 | | Rodney M. Smith(5) | $ | 2,220,216 | | — | | — | | | Edmund DiSanto | $ | 5,760,209 | | $ | 5,400,006 | | $ | 4,860,180 | | Olivier Puech(6) | $ | 4,200,417 | | — | | — | | | Amit Sharma | $ | 5,520,241 | | $ | 5,100,047 | | 4,560,155 | | Steven O. Vondran(7) | $ | 4,200,417 | | $ | 3,360,284 | | — | | James D. Taiclet(8) | $ | 19,600,320 | | $ | 19,600,297 | | $ | 13,200,249 | |
| | | | | | | | | | | | | Name | Granted in 2023 | Granted in 2022 | Granted in 2021 | | Thomas A. Bartlett | $ | 21,280,318 | | $ | 19,600,363 | | $ | 16,800,053 | | | Rodney M. Smith | $ | 5,220,141 | | $ | 4,320,302 | | $ | 3,900,334 | | | Olivier Puech | $ | 6,000,140 | | $ | 5,520,154 | | $ | 5,040,180 | | | Steven O. Vondran | $ | 6,000,140 | | $ | 5,520,154 | | $ | 5,040,180 | | Sanjay Goel(4) | $ | 4,200,289 | | — | | — | |
(2)The amounts in column (g) reflect, for the year ended December 31, 2020,2023, cash payments made in 20212024 with respect to annual performance incentive awards for services performed in 2020;2023; for the year ended December 31, 2019,2022, cash payments made in 20202023 with respect to annual performance incentive awards for services performed in 2019;2022; and for the year ended December 31, 2018,2021, cash payments made in 20192022 with respect to annual performance incentive awards for services performed in 2018. The cash payments with respect to annual performance incentive awards made in 2021 for Messrs. Bartlett and Smith were a blended calculation based on their respective former position and base salary and the new position and base salary.2021. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 5569
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Executive Compensation Tables (3)Details about the amounts in column (i) for 20202023 are set forth in the table immediately below. In accordance with SEC rules, the amounts in column (i) do not include payments for group term life insurance and other welfare benefits that are generally available to all salaried employees. | | Name | Name | Retirement Match(a) | Car Expenses(b) | Ex-Pat(c) | Other(d) | Total | Name | Retirement Match(a) | Car Expenses(b) | Tax Reimbursements | Other(c) | Total | | Thomas A. Bartlett | Thomas A. Bartlett | $ | 14,250 | | $ | 16,743 | | — | | $ | 3,411 | | $ | 34,404 | | | Rodney M. Smith | Rodney M. Smith | $ | 14,251 | | $ | 12,572 | | — | | $ | 2,296 | | $ | 29,119 | | | Edmund DiSanto | $ | 14,250 | | $ | 15,342 | | — | | $ | 2,295 | | $ | 31,887 | | | Olivier Puech | Olivier Puech | $ | 14,250 | | $ | 16,873 | | — | | $ | 2,861 | | $ | 33,984 | | | Amit Sharma | $ | 14,200 | | $ | 3,335 | | $ | 511,379 | | $ | 852,138 | | $ | 1,381,052 | | | Steven O. Vondran | Steven O. Vondran | $ | 14,619 | | $ | 15,722 | | — | | $ | 2,046 | | $ | 32,387 | | | James D. Taiclet | $ | 14,250 | | $ | 8,735 | | — | | $ | 1,774 | | $ | 24,759 | | | Sanjay Goel | |
(a)Includes matching contributions pursuant to our 401(k) plan. Mr. Smith’s amount reflects a true-up received in 2023. (b)Executive officers who are not on expatriate assignmentin the U.S. are entitled to an annual car allowance of up to $12,462 and $12,000 and additional amounts related to auto insurance premiums. Mr. Taiclet retired fromWith the Company asexception of June 14, 2020, and therefore did not receive his full annual car allowance. Except for Messrs. Puech and Sharma,Goel, these amounts also reflect reimbursement for parking expenses at our corporate offices in Boston, which is a benefit we offer to a number of our employees who work in that office. (c)Includes certain benefits related to Mr. Sharma’s status as an expatriate, including a tax equalization payment ($207,129), contributions to an India-designated retirement fund ($157,157), a housing allowance ($119,340), a driver, fuel, security, utilities and tax preparation. For more information regarding these benefits to Mr. Sharma, see “Employment and Severance Arrangements” on page 62. Payments made to Mr. Sharma areGoel's car expenses reflect parking expenses at our office in Singapore, where he is based, converted from Indian rupeesSingapore dollars to U.S. dollars atusing the average foreign currency exchange rate used for processing payroll for the month in which payments are made.applicable month.
(d)Mr. Sharma received an aggregate of $852,138 in gross payments on taxes owed with respect to allowances or other personal benefits, as a result of his status as an expatriate. The amount for Mr. Sharma excludes a net amount of approximately $0.9 million for estimated foreign tax(c)Reflects payments made onin 2023 to Mr. Goel for additional taxes he paid while he resided in a different country following his behalf relatedhiring in 2021, as he was unable to relocate to his international assignment. Pursuant to the Company’s tax equalization process, this amount will be finally determined upon completion of his tax return and will be reconciled against the amount previously withheld by Mr. Sharma. Any actual benefits received by Mr. Sharma will be disclosedbase office in a subsequent proxy statement, to the extent required. Payments made to Mr. Sharma are converted from Indian rupees to U.S. dollars at the average foreign exchange rate for the month in which payments are made.
(4)Mr. Bartlett served as Executive Vice President and Chief Financial Officer through March 15, 2020. He was elected as President and Chief Executive Officer on March 16, 2020. He therefore received a blended salary and bonus amount, which reflected the change in his base salary and bonus payableSingapore due to revised annual incentive targets as of April 1, 2020. His 2020 equity awards include promotional PSU and RSU equity grants on May 1, 2020, in connection with his new role.then prevailing COVID-19 restrictions.
(5)(4)Mr. SmithGoel was not a NEO prior to the 20202023 fiscal year and, accordingly, compensation information in prior years is not provided. He was elected as Executive Vice President, Chief Financial Officer and Treasurer on March 16, 2020. He therefore received a blended salary and bonus amount, which reflected the change in his base salary and bonus payable due to revised annual incentive targets as of April 1, 2020. His 2020 equity awards include promotional PSU and RSU equity grants on May 1, 2020, in connection with his new role.
(6)Mr. Puech was not a NEO prior to the 2020 fiscal year and, accordingly, compensation information in prior years is not provided.
(7)Mr. Vondran was not a NEO prior to the 2019 fiscal year and, accordingly,compensation information in 2018 is not provided.
(8)Mr. Taiclet retired from the Company as of June 14, 2020 and, accordingly, he did not receive the full amount of his base salary for 2020. Mr. Taiclet's base salary includes payment of accrued flextime hours. As a result of his retirement, Mr. Taiclet forfeited his 2020 PSU grant and his 2018 and 2019 PSU grants vest based on actual performance through the end of the performance period, with a prorated payout to reflect the performance period during which he was employed by the Company. Assuming maximum performance levels are achieved, the aggregate grant date fair value of the prorated 2018 and 2019 PSUs would be $10,633,784 and $9,255,778, respectively.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 5670
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Executive Compensation Tables GRANTS OF PLAN-BASED AWARDS FOR 20202023 The following table sets forth information relating to RSUs and PSUs granted pursuant to the 2007 Equity Incentive Plan and annual incentive award opportunity for each of our NEOs during the year ended December 31, 2020.2023. | Name (a) | Name (a) | Grant Date (b) | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) (i) | Grant Date Fair Value of Stock and Option Awards(4) (l) | Name (a) | Grant Date (b) | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) (i) | Grant Date Fair Value of Stock and Option Awards(4) (l) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | Thomas A. Bartlett | Thomas A. Bartlett | | | Annual incentive awards | Annual incentive awards | | $ | 750,000 | | $ | 1,500,000 | | $ | 3,000,000 | | | | Annual incentive awards | | | Annual incentive awards | | | RSUs | | | RSUs | RSUs | 3/10/2020 | 2/25/2020 | | 8,530 | $ | 2,080,211 | | | RSUs | RSUs | 5/1/2020 | 4/11/2020 | | 14,049 | $ | 3,290,276 | | | PSUs | PSUs | 3/10/2020 | 2/25/2020 | | 6,397 | 12,794 | 25,588 | | $ | 3,120,073 | | | PSUs | 5/1/2020 | 4/11/2020 | | 6,427 | 12,853 | 25,706 | | $ | 3,010,173 | | | Rodney M. Smith | Rodney M. Smith | | | Annual incentive awards | | | Annual incentive awards | | | Annual incentive awards | Annual incentive awards | | $ | 287,500 | | $ | 575,000 | | $ | 1,150,000 | | | | RSUs | RSUs | 3/10/2020 | 2/19/2020 | | 4,101 | $ | 1,000,111 | | | RSUs | RSUs | 5/1/2020 | 4/11/2020 | | 3,160 | $ | 740,072 | | | PSUs | 5/1/2020 | 4/11/2020 | | 2,370 | 4,740 | 9,480 | | $ | 1,110,108 | | | Edmund DiSanto | | | Annual incentive awards | | $ | 328,430 | | $ | 656,860 | | $ | 1,313,720 | | | | RSUs | RSUs | 3/10/2020 | 2/25/2020 | | 7,874 | $ | 1,920,232 | | | PSUs | PSUs | 3/10/2020 | 2/25/2020 | | 5,905 | 11,810 | 23,620 | | $ | 2,880,105 | | | Olivier Puech | Olivier Puech | | | Annual incentive awards | Annual incentive awards | | $ | 313,893 | | $ | 627,785 | | $ | 1,255,570 | | | | Annual incentive awards | | | Annual incentive awards | | | RSUs | RSUs | 3/10/2020 | 2/25/2020 | | 5,741 | $ | 1,400,058 | | | PSUs | 3/10/2020 | 2/25/2020 | | 4,306 | 8,612 | 17,224 | | $ | 2,100,208 | | | Amit Sharma | | | Annual incentive awards | | $ | 329,415 | | $ | 658,829 | | $ | 1,317,658 | | | | RSUs | | | RSUs | RSUs | 3/10/2020 | 2/25/2020 | | 7,546 | $ | 1,840,243 | | | PSUs | PSUs | 3/10/2020 | 2/25/2020 | | 5,659 | 11,318 | 22,636 | | $ | 2,760,121 | | | Steven O. Vondran | Steven O. Vondran | | | Annual incentive awards | Annual incentive awards | | $ | 313,893 | | $ | 627,785 | | $ | 1,255,570 | | | | Annual incentive awards | | | Annual incentive awards | | | RSUs | | | RSUs | | | RSUs | RSUs | 3/10/2020 | 2/25/2020 | | 5,741 | $ | 1,400,058 | | | PSUs | PSUs | 3/10/2020 | 2/25/2020 | | 4,306 | 8,612 | 17,224 | | $ | 2,100,208 | | James D. Taiclet(5) | | | Sanjay Goel | | | Annual incentive awards | | | Annual incentive awards | | | Annual incentive awards | Annual incentive awards | | $ | 825,000 | | $ | 1,650,000 | | $ | 3,300,000 | | | | RSUs | RSUs | 3/10/2020 | 2/25/2020 | | 17,223 | $ | 4,200,173 | | | RSUs | | | RSUs | | | PSUs | PSUs | 3/10/2020 | 2/25/2020 | | 20,093 | 40,186 | 80,372 | | $ | 9,800,160 | |
(1)For 2020,2023, the bonus target for Messrs.Mr. Bartlett and Taiclet was 150%200% of base salary and for each of Messrs. Smith, DiSanto, Puech, SharmaVondran and VondranGoel was 100%125% of base salary. The annual incentive awards cannot exceed 200% of the bonus target, and typically the Compensation Committee does not award annual incentive awards below 50% of the bonus target. The amounts in column (c), (d) and (e) are based on 50%, 100% and 200% of the bonus target, respectively. The actual amounts we paid in connection with our annual performance incentive awards are reflected in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” For more information regarding our annual performance incentive awards, see above under the caption “Compensation Determinations for 2020—2023—Annual Performance Incentive Awards”Plan” in our Compensation"Compensation Discussion and AnalysisAnalysis" included in this Proxy Statement.Statement beginning on page 58. AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
57
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Executive Compensation
(2)PSUs granted under the 2007 Equity Incentive Plan. (3)We typically grant equity-based incentive awards to our employees, including our executive officers, as part of our annual employee performance review program conducted each February or March. On March 10, 2021,11, 2024, in connection with annual performance reviews and the Company’s annual employee equity grant, we awarded Messrs. Bartlett, Smith, DiSanto, Puech, Vondran and VondranGoel RSUs and PSUs pursuant to the 2007 Equity Incentive Plan in the amounts set forth below based on their performance for 20202023 and expected future contributions to the Company. Mr. Sharma was not eligible for a grant because he resigned from his role as Executive Vice President and President, Asia, effective February 28, 2021. In determining the size of these awards, the Compensation Committee established a targetedtarget award value for each executive officer and then allocated 40% to RSUs and 60% to PSUs for each executive officer, other than Mr. Bartlett,Vondran, whose target award value was allocated 30% to RSUs and 70% to PSUs. Mr. Bartlett did not receive a grant in 2024 due to his expected retirement from the Company, effective May 1, 2024. | | | | | | | | | | | | | Name | RSUs | PSUs | Grant Date Fair Value Per Share | | Thomas A. Bartlett | $ | 3,600,000 | | $ | 8,400,000 | | $ | 204.42 | | | Rodney M. Smith | $ | 1,300,000 | | $ | 1,950,000 | | $ | 204.42 | | | Edmund DiSanto | $ | 2,320,000 | | $ | 3,480,000 | | $ | 204.42 | | | Olivier Puech | $ | 1,680,000 | | $ | 2,520,000 | | $ | 204.42 | | | Steven O. Vondran | $ | 1,680,000 | | $ | 2,520,000 | | $ | 204.42 | |
AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 71
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Executive Compensation Tables | | | | | | | | | | | | | Name | RSUs(i) | PSUs(i) | Grant Date Fair Value Per Share | | Thomas A. Bartlett | N/A | N/A | N/A | | Rodney M. Smith | $ | 1,800,000 | | $ | 2,700,000 | | $ | 206.75 | | | Olivier Puech | $ | 2,000,000 | | $ | 3,000,000 | | $ | 206.75 | | Steven O. Vondran(ii) | $ | 3,000,000 | | $ | 7,000,000 | | $ | 206.75 | | | Sanjay Goel | $ | 1,400,000 | | $ | 2,100,000 | | $ | 206.75 | |
(i)RSU awards vest in 25%1/3rd cumulative annual increments commencing one year from the date of grant, subject to earlier vesting under the death, disability and retirement benefits program. PSU awards vest at the end of the three-year performance period based on achievement against pre-established financial performance goals of the Company determined at the date of grant, subject to the terms under the death, disability and retirement benefits program. (ii)Mr. Vondran's 2024 equity award reflects his new role of President and Chief Executive Officer. (4)The amounts in column (l) reflect the grant date fair value of the stock awards granted during the fiscal year ended December 31, 2020.2023. The aggregate grant date fair value of the awards is calculated using the closing market price of shares of our Common Stock on the applicable grant dates.date, March 10, 2023 ($191.27). All PSUs are valued assuming the target number of shares in column (g). (5)As a result of his retirement on June 14, 2020, Mr. Taiclet forfeited his 2020 PSU grant.
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE The compensation we paid our NEOs in 2020, 20192023, 2022 and 2018,2021, as summarized in the Summary"Summary Compensation Table," is determined in accordance with employment letters and other arrangements or agreements with our executive officers, which the Compensation Committee reviews. For more information about these agreements, please see below under “Employment and Severance Arrangements.“Severance Program.” For more information about the elements of the compensation packages paid to our executive officers, please see above under “Compensation Determinations for 2020”2023” in the Compensation“Compensation Discussion and Analysis.” OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 20202023 The following table sets forth information relating to stock options, RSUs and PSUs outstanding as of December 31, 20202023 that were granted to our NEOs pursuant to the 2007 Equity Incentive Plan. | | Option Awards(1) | | | Option Awards(1) | | Stock Awards(2) | Name
(a) | | Name
(a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | RSU/PSU Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(5) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4)(5) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5) (j) | | Option Awards(1) | | Stock Awards(2) | Name
(a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | RSU/PSU Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(5) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4)(5) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5) (j) | | | Thomas A. Bartlett | Thomas A. Bartlett | 30,401 | — | | $ | 94.57 | | 3/10/2025 | — | | — | | — | | — | | — | | | — | | — | | — | | — | | 3/10/2017 | 3,521 | | $ | 790,324 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 5,928 | | $ | 1,330,599 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | 7,696 | $ | 1,727,444 | | — | | — | | | — | | — | | — | | — | | 3/10/2020 | 8,530 | $ | 1,914,644 | | — | | — | | | — | | — | | — | | — | | 5/1/2020 | 5,509 | $ | 1,236,550 | | — | | — | | | — | | — | | — | | — | | 5/1/2020 | 8,540 | $ | 1,916,888 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 23,653 | $ | 5,309,152 | | — | | — | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | Thomas A. Bartlett | | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | Rodney M. Smith | | | | 34,341 | | | — | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 5872
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Executive Compensation Tables | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | Stock Awards(2) | Name
(a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | RSU/PSU Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(5) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4)(5) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5) (j) | | | — | | — | | — | | — | | 3/11/2019 | — | | — | | 7,697 | $ | 1,727,669 | | | — | | — | | — | | — | | 3/10/2020 | — | | — | | 6,397 | $ | 1,435,871 | | | — | | — | | — | | — | | 5/1/2020 | — | | — | | 6,427 | $ | 1,442,604 | | | Rodney M. Smith | 17,232 | — | | $ | 62.00 | | 3/12/2022 | — | | — | | — | | — | | — | | | 3,956 | | — | | $ | 71.07 | | 10/1/2022 | — | | — | | — | | — | | — | | | 25,389 | | — | | $ | 76.90 | | 3/11/2023 | — | | — | | — | | — | | — | | | 33,019 | | — | | $ | 81.18 | | 3/10/2024 | — | | — | | — | | — | | — | | | 33,135 | | — | | $ | 94.57 | | 3/10/2025 | — | | — | | — | | — | | — | | | 34,341 | | — | | $ | 94.71 | | 3/10/2026 | — | | — | | — | | — | | — | | | — | | — | | — | | — | | 3/10/2017 | 2,201 | | $ | 494,036 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 3,446 | | $ | 773,489 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | 4,050 | | $ | 909,063 | | — | | — | | | — | | — | | — | | — | | 3/10/2020 | 4,101 | | $ | 920,510 | | — | | — | | | — | | — | | — | | — | | 5/1/2020 | 3,160 | | $ | 709,294 | | — | | — | | | — | | — | | — | | — | | 5/1/2020 | — | | — | | 2,370 | $ | 531,970 | | | Edmund DiSanto | 35,000 | — | | $ | 76.90 | | 3/11/2023 | — | | — | | — | | — | | — | | | 101,079 | — | | $ | 81.18 | | 3/10/2024 | — | | — | | — | | — | | — | | | 114,977 | — | | $ | 94.57 | | 3/10/2025 | — | | — | | — | | — | | — | | | — | | — | | — | | — | | 3/10/2017 | 3,301 | $ | 740,942 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 5,583 | $ | 1,253,160 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | 7,291 | $ | 1,636,538 | | — | | — | | | — | | — | | — | | — | | 3/10/2020 | 7,874 | $ | 1,767,398 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 22,278 | $ | 5,000,520 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | — | | — | | 7,291 | $ | 1,636,538 | | | — | | — | | — | | — | | 3/10/2020 | — | | — | | 5,905 | $ | 1,325,436 | | | Olivier Puech | — | | — | | — | | — | | 3/10/2017 | 2,201 | | $ | 494,036 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 3,791 | | $ | 850,928 | | — | | — | | | — | | — | | — | | — | | 1/2/2019 | 1,316 | | $ | 295,389 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | 4,536 | | $ | 1,018,151 | | — | | — | | | — | | — | | — | | — | | 3/10/2020 | 5,741 | $ | 1,288,625 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | — | | — | | 4,537 | $ | 1,018,375 | | | — | | — | | — | | — | | 3/10/2020 | — | | — | | 4,306 | $ | 966,525 | | | Amit Sharma | 63,183 | | — | | $ | 62.00 | | 3/12/2022 | — | | — | | — | | — | | — | | | 64,767 | | — | | $ | 76.90 | | 3/11/2023 | — | | — | | — | | — | | — | | | 90,971 | | — | | $ | 81.18 | | 3/10/2024 | — | | — | | — | | — | | — | | | 101,061 | | — | | $ | 94.57 | | 3/10/2025 | — | | — | | — | | — | | — | | | — | | — | | — | | — | | 3/10/2017 | 3,081 | | $ | 691,561 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 5,238 | | $ | 1,175,721 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | 6,886 | | $ | 1,545,632 | | — | | — | | | — | | — | | — | | — | | 3/10/2020 | 7,546 | | $ | 1,693,775 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 20,903 | | $ | 4,691,887 | | — | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | Stock Awards(2) | Name
(a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | RSU/PSU Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(5) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4)(5) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5) (j) | | | — | | — | | — | | — | | 5/01/2020 | 790 | $ | 170,545 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2021 | 3,180 | $ | 686,498 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2022 | 4,639 | $ | 1,001,467 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2023 | 9,098 | $ | 1,964,076 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2021 | 12,307 | $ | 2,656,835 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2022 | — | | $ | — | | 4,640 | $ | 1,001,683 | | | — | | — | | — | | — | | 3/10/2023 | — | | $ | — | | 6,823 | $ | 1,472,949 | | | Olivier Puech | — | | — | | — | | — | | 3/10/2020 | 1,435 | $ | 309,788 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2021 | 4,109 | $ | 887,051 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2022 | 5,928 | $ | 1,279,737 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2023 | 10,457 | $ | 2,257,457 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2021 | 15,904 | $ | 3,433,356 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2022 | — | | $ | — | | 5,928 | $ | 1,279,737 | | | — | | — | | — | | — | | 3/10/2023 | — | | $ | — | | 7,843 | $ | 1,693,147 | | | Steven O. Vondran | 3,265 | — | | $ | 81.18 | | 3/10/2024 | — | | — | | $ | — | | — | | $ | — | | | 21,537 | | — | | $ | 94.57 | | 3/10/2025 | — | | — | | $ | — | | — | | $ | — | | | 33,482 | | — | | $ | 94.71 | | 3/10/2026 | — | | — | | $ | — | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2020 | 1,435 | | $ | 309,788 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2021 | 4,109 | | $ | 887,051 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2022 | 5,928 | | $ | 1,279,737 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2023 | 10,457 | | $ | 2,257,457 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2021 | 15,904 | | $ | 3,433,356 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2022 | — | | $ | — | | 5,928 | | $ | 1,279,737 | | | — | | — | | — | | — | | 3/10/2023 | — | | $ | — | | 7,843 | | $ | 1,693,147 | | | Sanjay Goel | — | | — | | — | | — | | 6/01/2021 | 2,127 | $ | 459,177 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2022 | 3,995 | $ | 862,441 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2023 | 7,320 | $ | 1,580,242 | | — | | $ | — | | | — | | — | | — | | — | | 6/01/2021 | 8,233 | $ | 1,777,340 | | — | | $ | — | | | — | | — | | — | | — | | 3/10/2022 | — | | $ | — | | 3,995 | $ | 862,441 | | | — | | — | | — | | — | | 3/10/2023 | — | | $ | — | | 5,490 | $ | 1,185,181 | |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Executive Compensation
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards(1) | | Stock Awards(2) | Name
(a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | RSU/PSU Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(5) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4)(5) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5) (j) | | | — | | — | | — | | — | | 3/11/2019 | — | | — | | 6,886 | $ | 1,545,632 | | | — | | — | | — | | — | | 3/10/2020 | — | | — | | 5,659 | $ | 1,270,219 | | | Steven O. Vondran | 3,265 | | — | | $ | 81.18 | | 3/10/2024 | — | | — | | — | | — | | — | | | 21,537 | | — | | $ | 94.57 | | 3/10/2025 | — | | — | | — | | — | | — | | | 33,482 | | — | | $ | 94.71 | | 3/10/2026 | — | | — | | — | | — | | — | | | — | | — | | — | | — | | 3/10/2017 | 2,421 | | $ | 543,418 | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 3,791 | | $ | 850,928 | | — | | — | | | — | | — | | — | | — | | 9/4/2018 | 928 | | $ | 208,299 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | 4,536 | | $ | 1,018,151 | | — | | — | | | — | | — | | — | | — | | 3/10/2020 | 5,741 | | $ | 1,288,625 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | — | | — | | 4,537 | $ | 1,018,375 | | | — | | — | | — | | — | | 3/10/2020 | — | | — | | 4,306 | $ | 966,525 | | James D. Taiclet(6) | 298,211 | — | | $ | 94.57 | | 6/14/2023 | — | | — | — | | — | | — | | | — | | — | | — | | — | | 3/12/2018 | 48,742 | $ | 10,940,629 | | — | | — | | | — | | — | | — | | — | | 3/11/2019 | — | | — | | 12,497 | $ | 2,805,077 | |
(1)Stock options vest in 25% cumulative annual increments commencing one year from the date of grant, subject to earlier vesting under the death, disability and retirement benefits program, and have a term of 10 years. (2)Stock awards consist of RSUs and PSUs granted under the 2007 Equity Incentive Plan. (3)Each of the unvested RSUs that were granted prior to March 10, 2023 vests in 25% cumulative annual increments, commencing one year from the date of grant (with the exception of the special RSU award granted to Mr. Bartlett on May 1, 2020),and are subject to earlier vesting under the death, disability and retirement benefits program. Mr. Bartlett's $2.0 million special RSU awardBeginning with grants made on March 10, 2023, each of the unvested RSUs vests in full at the end of1/3rd annually over three years, is excludedcommencing one year from the current retirement framework and shall be forfeited if Mr. Bartlett retires before the end of the three-year vesting period. All then-outstanding unvested RSUs for Mr. Taiclet vested upon his Qualified Retirement, as defined under the award agreements, on June 14, 2020, and have a deferred release date of January 1, 2021.grant. (4)The market value of the RSU and PSU awards was determined using a stock price of $224.46,$215.88, which was the closing price of our Common Stock on the NYSE on December 31, 2020.29, 2023. PSU awards granted in 20182021 are reflected atat a 133%129% payout performance level and the PSU awards granted in 20192022 and 20202023 are reflected at a threshold 50% payout performance level. (5)Each grant of unvested PSUs vests at the end of the three-year performance period based on achievement against pre-established performance goals determined at the date of grant, subject to the terms of the death, disability and retirement benefits program. On March 12,10, 2024, the 2021 the 2018 PSU Awards vested. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 73
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Executive Compensation Tables vested, other than the June 2021 grant to Mr. Goel, which will vest on June 1, 2024. The following table sets forth the vested amounts of such PSU awards before dividend equivalents and the shares withheld by the Company to cover any taxes due. | | | | | | | Name | PSUs | | Thomas A. Bartlett | 23,65353,009 | | Rodney M. Smith | 12,307 | | Olivier Puech | 15,904 | | Steven O. Vondran | 15,904 | Rodney M. Smith(1)Sanjay Goel(i)
| — | Edmund DiSanto8,233 | | 22,278 Olivier Puech(2)
| — | Amit Sharma | 20,903 | Steven O. Vondran(3)
| — | James D. Taiclet(4)
| 48,742 |
(1)(i)Mr. Smith did not become an executive officer untilGoel was appointed as Executive Vice President and President, Asia-Pacific, effective March 2020,16, 2021, and therefore, was not eligiblehis 2021 PSU Award reflects the PSU award granted in June 2021.
OPTION EXERCISES AND STOCK VESTED FOR 2023 The following table sets forth information relating to receiveoptions exercised and RSUs and PSUs vested during the 2018year ended December 31, 2023 for each NEO. | | | | | | | | | | | | | | | | Option Awards | Stock Awards | Name
(a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized Upon Exercise ($)(1) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($)(2) (e) | | Thomas A. Bartlett | — | $ | — | | 52,254 | $ | 10,194,719 | | | Rodney M. Smith | 10,000 | $ | 951,300 | | 11,611 | $ | 2,271,031 | | | Olivier Puech | — | $ | — | | 17,062 | $ | 3,272,467 | | | Steven O. Vondran | — | $ | — | | 16,624 | $ | 3,179,672 | | | Sanjay Goel | — | $ | — | | 2,396 | $ | 453,750 | |
(1)Column (c) reflects the excess of the market price of the underlying securities at exercise over the exercise price. (2)Column (e) reflects the market value of RSU and PSU Award.awards using stock prices of $211.86, $191.27, $199.50 and $187.01 as applicable, which were the closing prices of our Common Stock on the NYSE on the last business day prior to the vesting date of each RSU and PSU. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 6074
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Severance Program Severance Program Our NEOs are eligible for benefits under the terms of our Severance Program. The table below, “Potential Payments Upon Termination or Change of Control for 2023,” summarizes the severance benefits that would be payable to each of our NEOs if his employment had been terminated as of December 31, 2023, with respect to the different termination scenarios. Under the Severance Program, our executive officers are entitled to the following severance benefits upon a Qualifying Termination: •Cash Severance: The CEO is entitled to receive 104 weeks of base earnings, and each Executive Vice President is entitled to receive 78 weeks of base earnings. In addition, each executive would be entitled to a prorated portion of his or her target incentive for the portion of the year prior to termination, assuming 100% satisfaction of goals or objectives related to that incentive. •Equity Acceleration/Vesting Provisions: If a Qualifying Termination occurs within 14 days prior to, or up to two years following, a Change of Control, each executive officer is entitled to full acceleration of vesting of all outstanding stock options, RSUs and PSUs, as further described below. •Benefits Continuation: Each executive officer is eligible for continued health and welfare benefits, for which the Company will pay the employer share of the cost of coverage for a period equal to the number of weeks of base earnings payable under the Severance Program and, subject to eligibility, is entitled to benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA). •Release of Claims, Non-Compete: To receive benefits under our Severance Program, the executive officer must sign a separation and release agreement and a limited confidentiality and restrictive covenant agreement in forms satisfactory to the Company. In addition, at our discretion, we may require the deposit of a portion of the after-tax payments to each executive officer in a restricted account to serve as security for the executive officer’s compliance with the ongoing covenants, restrictions and obligations contained in such agreements, with restrictions on distribution up to and including forfeiture in the event of noncompliance. Under our Severance Program, equity awards to our executive officers are subject to a double-trigger standard, whereby the executive officer is entitled to acceleration of his or her equity awards only in the event of a Qualifying Termination within 14 days before, or two years following, a Change of Control. In such an event, the executive officer is entitled to acceleration of all unvested equity-based awards, including stock options and RSUs. With respect to the grant of PSUs, the value of those PSUs would be determined based on target performance, prorated for the executive’s term of employment during the performance period prior to the Qualifying Termination and paid out within 60 days of the Qualifying Termination, unless such executive officer is a “specified employee” as defined in the Treasury Regulation Section 1.409A-1(i). If there is no Qualifying Termination or if the termination is a Qualifying Termination not in connection with a Change of Control, the executive officer is not entitled to any acceleration or continued vesting of his or her equity-based awards, except in connection with a “Qualified Retirement” (as defined in the award agreement). The Severance Program does not provide for tax gross-ups. In addition, the Committee adopted a death, disability and retirement benefits program in connection with equity awards granted to our employees, including executive officers, similar to those of our peer group companies. The program’s benefits provide for the acceleration of vesting and exercise periods for stock options, RSUs and PSUs granted on or after January 1, 2013, upon an employee’s death or permanent disability, or upon an employee’s Qualified Retirement, provided certain eligibility criteria are met. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 75
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Severance Program POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2023 The table below sets forth the potential estimated payments pursuant to our Severance Program to each NEO as if the individual’s employment had been terminated as of December 31, 2023. While our executive officers are entitled to certain severance benefits upon a Qualifying Termination pursuant to the terms of the Severance Program, full acceleration of vesting of outstanding equity-based awards is limited to a Qualifying Termination upon a Change of Control, subject to earlier vesting under the death, disability and retirement program. | | | | | | | | | | | | | | | | Name and Type of Payment/Benefit | Termination on 12/31/2023: “for Cause” | Termination on 12/31/2023: voluntary or retirement | Qualifying Termination on 12/31/2023: with no Change of Control | Qualifying Termination on 12/31/2023: with Change of Control | | Thomas A. Bartlett | | | | | Base salary(1) | $ | — | | $ | — | | $ | 2,200,000 | | $ | 2,200,000 | | Annual incentive awards(2) | — | | — | | 2,200,000 | | 2,200,000 | | Value of accelerated equity awards(3)(4)(5) | — | | 43,266,885 | | 43,266,885 | | 43,266,885 | | Health benefits(6) | — | | — | | 39,189 | | 39,189 | | | Total | $ | — | | $ | 43,266,885 | | $ | 47,706,074 | | $ | 47,706,074 | | Rodney M. Smith | | | | | Base salary(1) | $ | — | | $ | — | | $ | 960,000 | | $ | 960,000 | | Annual incentive awards(2) | — | | — | | 800,000 | | 800,000 | | Value of accelerated equity awards(3)(4)(5) | — | | 11,649,748 | | 11,649,748 | | 11,649,748 | | Health benefits(6) | — | | — | | 40,413 | | 40,413 | | | Total | $ | — | | $ | 11,649,748 | | $ | 13,450,161 | | $ | 13,450,161 | | | Olivier Puech | | | | | Base salary(1) | $ | — | | $ | — | | $ | 960,512 | | $ | 960,512 | | Annual incentive awards(2) | — | | — | | 800,426 | | 800,426 | | Value of accelerated equity awards(3)(4)(5) | — | | 14,112,939 | | 14,112,939 | | 14,112,939 | | Health benefits(6) | — | | — | | 40,413 | | 40,413 | | | Total | $ | — | | $ | 14,112,939 | | $ | 15,914,290 | | $ | 15,914,290 | | | Steven O. Vondran | | | | | Base salary(1) | $ | — | | $ | — | | $ | 960,512 | | $ | 960,512 | | Annual incentive awards(2) | — | | — | | 800,426 | | 800,426 | | Value of accelerated equity awards(3)(4) | — | | — | | — | | 11,002,540 | | Health benefits(6) | — | | — | | 29,392 | | 29,392 | | | Total | $ | — | | $ | — | | $ | 1,790,330 | | $ | 12,792,870 | | | Sanjay Goel | | | | | Base salary(1) | $ | — | | $ | — | | $ | 900,000 | | $ | 900,000 | | Annual incentive awards(2) | — | | — | | 750,000 | | 750,000 | | Value of accelerated equity awards(3)(4) | — | | — | | — | | 6,619,313 | | Health benefits(6) | — | | — | | — | | — | | | Total | $ | — | | $ | — | | $ | 1,650,000 | | $ | 8,269,313 | |
(1)For Mr. Bartlett, the amount reflects salary continuation for 104 weeks, based on Mr. Bartlett’s base salary as of December 31, 2023. For Messrs. Smith, Puech, Vondran and Goel, the amount reflects salary continuation for 78 weeks, based on base salary as of December 31, 2023. The Severance Program specifies that continuation of salary is to be paid bi-weekly. (2)This amount reflects an incentive award opportunity with respect to a full year of service for the year ended December 31, 2023 and assumes that a bonus target of 100% is met. Actual incentive award payments upon separation are calculated pro-rata. For the year ended December 31, 2023, the bonus target was 200% of base salary for Mr. Bartlett and was 125% of base salary for Messrs. Smith, Puech, Vondran and Goel. (3)Value of RSUs and PSUs is determined using the closing market price of $215.88 of our Common Stock on December 29, 2023. (4)As of December 31, 2023, under the Severance Program, each executive officer is entitled to acceleration of vesting of all outstanding equity-based awards, including, but not limited to, stock options, RSUs and PSUs, upon a Qualifying Termination that occurs within 14 days prior to, or up to two years following, a Change of Control, as described above. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 76
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Severance Program (5)In addition to the acceleration of vesting of all outstanding equity-based awards upon a Qualifying Termination under the Severance Program, Messrs. Bartlett, Smith and Puech’s equity-based awards that were granted after January 1, 2013 will vest upon their Qualifying Retirement, pursuant to the terms of the Company’s death, disability and retirement program, as described above. In accordance with the revised executive officer retirement benefits, the values of the PSU awards for Messrs. Bartlett, Smith and Puech assume successful completion of a transition plan and reflect full payout of PSUs at target. (6)For Mr. Bartlett, this amount reflects a continuation of health and dental insurance for 104 weeks, based on the employer share of the cost of coverage for this time period. For Messrs. Smith, Puech and Vondran, this amount reflects a continuation of health and dental insurance for 78 weeks, based on the employer share of the cost of coverage for this time period. Mr. Goel is based in Singapore and is not eligible for the continuation of health benefits noted herein. All amounts are estimates based on current rates and benefits elections made by each executive officer for the year ended December 31, 2023. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 77
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Pay Versus Performance Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and the average of our other NEOs and certain financial metrics of the Company. Compensation actually paid, as determined under SEC requirements, does not fully represent the actual final amount of compensation earned by, or paid to, our NEOs during the applicable years. Listed below are the financial performance measures that represent, in our assessment, the most important financial performance measures used by the Company to link compensation actually paid to our NEOs for the fiscal year ending December 31, 2023 to Company performance: | | | •Property Revenue(1) | •Adjusted EBITDA(2) | •AFFO Attributable per Share(2) | •ROIC(2) |
(1)Total property revenue excludes pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. Neither the Compensation Committee nor management used the information displayed below in the tables, including the calculation of compensation actually paid, as a basis for making compensation decisions. PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO
NEOs(1) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income ($ in millions) (h) | AFFO Attributable per Share(4) ($) (i) | Year
(a) | Summary Compensation
Table Total for PEO(1) ($)
(b) | Compensation Actually Paid to PEO(1)(2) ($) (c) | Total Shareholder Return
($)
(f) | Peer Group Total Shareholder Return(3) ($) (g) | | First PEO | Second
PEO | First PEO | Second
PEO | | | | | | | | 2023 | $ | 19,709,245 | | N/A | $ | 21,275,411 | | N/A | $ | 6,329,634 | | $ | 6,804,693 | | $ | 103.63 | | $ | 112.04 | | $ | 1,367 | | $ | 9.87 | | | 2022 | $ | 18,306,709 | | N/A | $ | 7,107,859 | | N/A | $ | 6,533,531 | | $ | 2,404,100 | | $ | 98.36 | | $ | 100.62 | | $ | 1,697 | | $ | 9.76 | | | 2021 | $ | 16,114,574 | | N/A | $ | 25,716,706 | | N/A | $ | 6,009,705 | | $ | 9,674,287 | | $ | 132.26 | | $ | 134.06 | | $ | 2,568 | | $ | 9.43 | | | 2020 | $ | 15,735,310 | | $ | 14,701,304 | | $ | 17,412,648 | | $ | 14,343,802 | | $ | 5,727,014 | | $ | 5,589,513 | | $ | 99.52 | | $ | 94.88 | | $ | 1,692 | | $ | 8.44 | |
(1)For 2023, the principal executive officer (PEO) was Thomas A. Bartlett and the other NEOs were Rodney M. Smith, Olivier Puech, Steven O. Vondran and Sanjay Goel. For 2022 and 2021, the PEO was Thomas A. Bartlett and the other NEOs were Rodney M. Smith, Edmund DiSanto, Olivier Puech and Steven O. Vondran. For 2020, the first PEO was James D. Taiclet and the second PEO was Thomas A. Bartlett, and the other NEOs were Rodney M. Smith, Edmund DiSanto, Olivier Puech, Amit Sharma and Steven O. Vondran. (2)The following table summarizes the adjustments made in accordance with Item 402(v) of Regulation S-K in order to determine the amounts shown in the table above as “Compensation Actually Paid” for 2023 (a summary of adjustments made for 2020–2022 is included in our proxy statement for our 2023 annual meeting of stockholders): AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 78
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Pay Versus Performance | | | | | | | | | | 2023 | | Adjustments for Stock and Option Awards | PEO | Other NEOs(i) | | Summary Compensation Table Total | $ | 19,709,245 | | $ | 6,329,634 | | (Minus): “Stock Awards” amount in Summary Compensation Total(ii) | $ | (15,200,227) | | $ | (4,462,712) | | Plus: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end(iii) | $ | 17,155,984 | | $ | 5,036,912 | | Plus (Minus): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end(iv) | $ | 486,223 | | $ | 132,689 | | Plus (Minus): Change as of the vesting date in fair value of awards granted in any prior fiscal year that vested during the covered fiscal year(v) | $ | (875,814) | | $ | (231,830) | | | Compensation Actually Paid (as calculated) | $ | 21,275,411 | | $ | 6,804,693 | |
(i) Amounts presented are averages for the entire group of other NEOs. (ii) Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards (at target) by $191.27, the closing market price of shares of our Common Stock on the grant date, March 10, 2023. (iii) Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards (at target) by $215.88, the closing market price of shares of our Common Stock on December 29, 2023. (iv) Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards by the difference of $215.88, the closing market price of shares of our Common Stock on December 29, 2023, and $211.86, the closing market price of shares of our Common Stock on December 30, 2022. For 2023, PSU awards granted in 2022 are calculated based on the target award amounts and PSU awards granted in 2021 are calculated based on a 129% payout performance level. (v) Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards by the difference of the closing market price of shares of our Common Stock on the vesting dates and $211.86, the closing market price of shares of our Common Stock on December 30, 2022. (3)Peer Group TSR consists of the FTSE Nareit All Equity REITs Index. (4)AFFO Attributable per Share is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 79
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Pay Versus Performance Relationship Between Pay and Performance COMPENSATION ACTUALLY PAID TO PEO AND AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs VERSUS TOTAL SHAREHOLDER RETURN AND PEER GROUP TOTAL SHAREHOLDER RETURN COMPENSATION ACTUALLY PAID TO PEO AND AVERAGE COMPENSATION ACTUALLY PAID TO
NON-PEO NEOs VERSUS NET INCOME AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 80
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Pay Versus Performance COMPENSATION ACTUALLY PAID TO PEO AND AVERAGE COMPENSATION ACTUALLY PAID TO
NON-PEO NEOs VERSUS AFFO ATTRIBUTABLE PER SHARE(1) (1)AFFO Attributable per Share is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 81
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS CEO Pay Ratio (2)Mr. Puech did not become an executive officer until October 2018, and therefore, was not eligible to receive the 2018 PSU Award.
(3)Mr. Vondran did not become an executive officer until August 2018, and therefore, was not eligible to receive the 2018 PSU Award.
(4)The 2018 PSU Award for Mr. Taiclet is prorated to reflect the performance period during which he was employed by the Company.
(6) Mr. Taiclet retired from the Company as of June 14, 2020. As a result of his retirement, Mr. Taiclet forfeited his 2020 PSU grant.
OPTION EXERCISES AND STOCK VESTED FOR 2020
The following table sets forth information relating to options exercised and RSUs and PSUs vested during the year ended December 31, 2020 for each NEO.
| | | | | | | | | | | | | | | | Option Awards | Stock Awards | | Name | Number of Shares Acquired on Exercise (#) (b) | Value Realized Upon Exercise ($)(1) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($)(2) (e) | | Thomas A. Bartlett | — | $ | — | | 51,597 | $ | 12,477,629 | | | Rodney M. Smith | 16,073 | $ | 3,228,744 | | 6,595 | $ | 1,548,635 | | | Edmund DiSanto | — | $ | — | | 48,442 | $ | 11,714,179 | | | Olivier Puech | 8,156 | $ | 1,398,393 | | 7,303 | $ | 1,708,266 | | | Amit Sharma | 52,601 | $ | 10,004,184 | | 45,265 | $ | 10,945,390 | | | Steven O. Vondran | 6,000 | $ | 952,170 | | 8,010 | $ | 1,890,264 | | James D. Taiclet(3) | 536,396 | $ | 93,970,750 | | 186,437 | $ | 46,033,823 | |
(1)Column (c) reflects the excess of the market price of the underlying securities at exercise over the exercise price.
(2)With the exception of Mr. Taiclet, as noted below, column (e) reflects the market value of RSU and PSU awards using stock prices of $228.50, $243.87, $232.90, $217.83 and $249.98, as applicable, which were the closing prices of our Common Stock on the NYSE on the last business day prior to the vesting date of each RSU and PSU.
(3)This amount includes 58,204 RSUs that vested upon Mr. Taiclet’s Qualified Retirement, as defined under the award agreements, on June 14, 2020, with a deferred release date of January 1, 2021. The market value of the RSU awards was determined using a stock price of $258.08, which was the closing price of our Common Stock on the NYSE on the last business day prior to his retirement date.
CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our median employee and Thomas A. Bartlett, our CEO: For 2020,2023, our last completed fiscal year: •theThe annual total compensation of the employee identified as the median employee of our Company (other than our CEO), was $38,108;$59,881; and •theThe annual total compensation of our CEO was $14,701,304.$19,709,245. Based on this information, for 20202023 the ratio of the annual total compensation of Mr. Bartlett, our CEO, to the median employee was estimated to be approximately 386329 to 1. This pay ratio is a reasonable estimate, calculated in a manner consistent with SEC rules, based on our payroll and employment records using the methodology described below. The SEC rules for identifying the “median employee” allow companies to adopt a variety of methodologies to apply certain exclusions and make reasonable estimates and assumptions to reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in determining their median employee. AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
61
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Employment and Severance Arrangements
CEO PAY RATIO METHODOLOGY Item 402(u) of Regulation S-K requires us to identify the Company’s median employee once every three years, unless a change in employee population or compensation arrangements is likely to result in a significant change in our CEO pay ratio disclosures. Accordingly, for the 20202023 pay ratio calculation, we used ouridentified a new median employee identified during our 2020 analysis of our employee population.employee. To identify our median employee in 2020,2023, the methodology and the material assumptions, adjustments and estimates that we used were unchanged from prior years and are as follows: •We determined that, as of November 30, 2020,December 26, 2023, our employee population and certain contractors, excluding our CEO, consisted of approximately 5,7306,414 individuals. We selected November 30, 2020,December 26, 2023, which is within the last three months of 2020,2023, as the date upon which we would identify the median employee to allow sufficient time to identify the median employee, given the global scope of our operations. •Of the 5,7306,414 employees and contractors included in the calculation, 4,014,4,136, or 70%64%, of them are outside the U.S. •To identify the median employee from our employee population, we selected actual direct compensation (salary, bonus and equity) paid in 2020.for 2023. Foreign exchange rates were translated to the U.S. dollar equivalent based on rates as of November 30, 2020.2023. Finally, to determine the annual total compensation of the median employee for 2020,2023, we identified and calculated the elements of such employee’s compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. Foreign exchange rates were translated to the U.S. dollar equivalent based on the 2020 average. Fluctuations in foreign exchange rates between the Mexican peso and the U.S. dollar equivalent based on the 2020 average resulted in the total compensation of the median employee to decrease by approximately 8.6%. The CEO pay ratio using the prior year foreign exchange rate would have been 355 to 1. In addition to foreign exchange rate fluctuations, the increase in employees hired in markets outside the U.S. over the last three years due to acquisitions and organic growth also impacted the CEO pay ratio. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column for 20202023 in our Summary"Summary Compensation TableTable" in this Proxy Statement. Employment and Severance Arrangements
As discussed above in our Compensation Discussion and Analysis, to recruit and retain our executive officers, we periodically enter into employment letters and other arrangements or agreements, which the Compensation Committee reviews. Our NEOs are also subject to the terms of the Severance Program. The table below, “Potential Payments Upon Termination or Change of Control for 2020,” summarizes the severance benefits that would be payable to each of our NEOs if his employment had been terminated as of December 31, 2020, with respect to the different termination scenarios set forth in their agreements with us. Under the Severance Program, our executive officers are entitled to the following severance benefits upon a Qualifying Termination:
•Cash Severance: The CEO is entitled to receive 104 weeks of base earnings, and each Executive Vice President is entitled to receive 78 weeks of base earnings. In addition, each executive would be entitled to a prorated portion of his or her target incentive for the portion of the year prior to termination, assuming 100% satisfaction of goals or objectives related to that incentive.
•Equity Acceleration/Vesting Provisions: If a Qualifying Termination occurs within 14 days prior to, or up to two years following, a Change of Control, each executive is entitled to full acceleration of vesting of all outstanding stock options, RSUs and PSUs, as further described below.
•Benefits Continuation: Each executive is eligible for continued health and welfare benefits, for which the Company will pay the employer share of the cost of coverage for a period equal to the number of weeks of base earnings payable under the Severance Program and, subject to eligibility, is entitled to benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA).
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 6282
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Employment and Severance Arrangements
•Release of Claims, Non-Compete: To receive benefits under the Severance Program, the executive must sign a separation and release agreement and a limited confidentiality and restrictive covenant agreement in forms satisfactory to the Company. In addition, at our discretion, we may require the deposit of a portion of the after-tax payments to each executive in a restricted account to serve as security for the executive’s compliance with the ongoing covenants, restrictions and obligations contained in such agreements, with restrictions on distribution up to and including forfeiture in the event of non-compliance.
Under the Severance Program, equity awards to our executive officers are subject to a double-trigger standard, whereby the executive is entitled to acceleration of his or her equity awards only in the event of a “Qualifying Termination” within 14 days before, or two years following, a “Change of Control.” In such an event, the executive is entitled to acceleration of all unvested equity-based awards (including stock options and RSUs). With respect to the grant of PSUs, the value of those PSUs would be determined based on target performance, prorated for the executive’s term of employment during the performance period prior to the Qualifying Termination and paid out within 60 days of the Qualifying Termination, unless such executive is a “specified employee” as defined in the Treasury Regulation Section 1.409A-1(i). If there is no Qualifying Termination or if the termination is a Qualifying Termination not in connection with a Change of Control, the executive is not entitled to any acceleration or continued vesting of his or her equity-based awards, except in connection with a “Qualified Retirement” (as defined in the award agreement). The Severance Program does not provide for tax gross-ups.
In addition, the Compensation Committee adopted a death, disability and retirement benefits program in connection with equity awards granted to our employees, including executives, similar to that of our peer group companies. The program’s benefits provide for the acceleration of vesting and exercise periods for stock options, RSUs and PSUs granted on or after January 1, 2013, upon an employee’s death or permanent disability, or upon an employee’s Qualified Retirement provided certain eligibility criteria are met.
In February 2018, we entered into a letter agreement with Mr. Sharma in connection with his service as Executive Vice President and President, Asia. Consistent with the benefits we provide our other executive officers and our expatriate program, Mr. Sharma has been provided with housing and certain other allowances, tax equalization, a driver, fuel, security, utilities and other tax support.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2020
The table below sets forth the potential estimated payments pursuant to our Severance Program to each NEO as if the individual’s employment had been terminated as of December 31, 2020. While our executive officers are entitled to certain severance benefits upon a Qualifying Termination pursuant to the terms of the Severance Program, full acceleration of vesting of outstanding equity-based awards is limited to a Qualifying Termination upon a change of control, subject to earlier vesting under the death, disability and retirement program.
| | | | | | | | | | | | | | | | Name and Type of Payment/Benefit | Termination on 12/31/20: “for Cause” | Termination on 12/31/20: voluntary or retirement | Qualifying Termination on 12/31/20: with no Change of Control | Qualifying Termination on 12/31/20: with Change of Control | | Thomas A. Bartlett | | | | | Base salary(1) | $ | — | | $ | — | | $ | 2,000,000 | | $ | 2,000,000 | | Annual incentive awards(2) | — | | — | | 1,500,000 | | 1,500,000 | | Value of accelerated equity awards(3)(4)(5) | — | | 23,437,441 | | 23,437,441 | | 23,437,441 | | Health benefits(6) | — | | — | | 35,656 | | 35,656 | | | Total | $ | — | | $ | 23,437,441 | | $ | 26,973,097 | | $ | 26,973,097 | | Rodney M. Smith | | | | | Base salary(1) | $ | — | | $ | — | | $ | 862,500 | | $ | 862,500 | | Annual incentive awards(2) | — | | — | | 575,000 | | 575,000 | | Value of accelerated equity awards(3)(4)(5) | — | | 4,870,333 | | 4,870,333 | | 4,870,333 | | Health benefits(6) | — | | — | | 36,781 | | 36,781 | | | Total | $ | — | | $ | 4,870,333 | | $ | 6,344,614 | | $ | 6,344,614 | |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
63
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Employment and Severance Arrangements
| | | | | | | | | | | | | | | | Name and Type of Payment/Benefit | Termination on 12/31/20: “for Cause” | Termination on 12/31/20: voluntary or retirement | Qualifying Termination on 12/31/20: with no Change of Control | Qualifying Termination on 12/31/20: with Change of Control | | Edmund DiSanto | | | | | Base salary(1) | $ | — | | $ | — | | $ | 985,290 | | $ | 985,290 | | Annual incentive awards(2) | — | | — | | 656,860 | | 656,860 | | Value of accelerated equity awards(3)(4)(5) | — | | 16,322,507 | | 16,322,507 | | 16,322,507 | | Health benefits(6) | — | | — | | 26,742 | | 26,742 | | | Total | $ | — | | $ | 16,322,507 | | $ | 17,991,399 | | $ | 17,991,399 | | | Olivier Puech | | | | | Base salary(1) | $ | — | | $ | — | | $ | 941,678 | | $ | 941,678 | | Annual incentive awards(2) | — | | — | | 627,785 | | 627,785 | | Value of accelerated equity awards(3)(4) | — | | — | | — | | 5,949,537 | | Health benefits(6) | — | | — | | 36,781 | | 36,781 | | | Total | $ | — | | $ | — | | $ | 1,606,244 | | $ | 7,555,781 | | | Amit Sharma | | | | | Base salary(1) | $ | — | | $ | — | | $ | 988,244 | | $ | 988,244 | | Annual incentive awards(2) | — | | — | | 658,829 | | 658,829 | | Value of accelerated equity awards(3)(4)(5) | — | | 15,430,279 | | 15,430,279 | | 15,430,279 | | Health benefits(6) | — | | — | | 26,742 | | 26,742 | | | Total | $ | — | | $ | 15,430,279 | | $ | 17,104,094 | | $ | 17,104,094 | | | Steven O. Vondran | | | | | Base salary(1) | $ | — | | $ | — | | $ | 941,678 | | $ | 941,678 | | Annual incentive awards(2) | — | | — | | 627,785 | | 627,785 | | Value of accelerated equity awards(3)(4) | — | | — | | — | | 5,911,828 | | Health benefits(6) | — | | — | | 26,742 | | 26,742 | | | Total | $ | — | | $ | — | | $ | 1,596,205 | | $ | 7,508,033 | | James D. Taiclet(7) | | | | | | Base salary | $ | — | | $ | — | | $ | — | | $ | — | | | Annual incentive awards | — | | — | | — | | — | | Value of accelerated equity awards(3) | — | | 29,615,253 | | — | | — | | | Health benefits | — | | — | | — | | — | | | Total | $ | — | | $ | 29,615,253 | | $ | — | | $ | — | |
(1)For Mr. Bartlett, the amount reflects salary continuation for 104 weeks, based on Mr. Bartlett's base salary as of December 31, 2020. For Messrs. Smith, DiSanto, Puech, Sharma and Vondran, the amount reflects salary continuation for 78 weeks, based on base salary as of December 31, 2020. The Severance Program specifies that continuation of salary is to be paid bi-weekly.
(2)This amount reflects an incentive award opportunity with respect to a full year of service for the year ended December 31, 2020 and assumes that a bonus target of 100% is met. Actual incentive award payments upon separation are calculated pro-rata. For the year ended December 31, 2020, the bonus target for Mr. Bartlett was 150% of base salary and for Messrs. Smith, DiSanto, Puech, Sharma and Vondran was 100% of base salary.
(3)Value of RSUs and PSUs is determined using the closing market price of $224.46 of our Common Stock on December 31, 2020.
(4)As of December 31, 2020, under the Severance Program, each executive is entitled to acceleration of vesting of all outstanding equity-based awards, including, but not limited to, stock options, RSUs and PSUs, upon a Qualifying Termination that occurs within 14 days prior to, or up to two years following, a Change of Control, as described above.
(5)In addition to the acceleration of vesting of all outstanding equity-based awards upon a Qualifying Termination under the Severance Program, Messrs. Bartlett, Smith, DiSanto and Sharma's equity-based awards that were granted after January 1, 2013 will vest upon their “Qualifying Retirement,” pursuant to the terms of the Company’s death, disability and retirement program, as described above. In accordance with the revised executive retirement benefits, the values of the PSU awards for Messrs. Bartlett, Smith, DiSanto and Sharma assume successful completion of a transition plan and reflect full payout of PSUs at target.
(6)For Mr. Bartlett, this amount reflects a continuation of health and dental insurance for 104 weeks, based on the employer share of the cost of coverage for this time period. For Messrs. Smith, DiSanto, Puech, Sharma and Vondran, this amount reflects a continuation of health and dental insurance for 78 weeks, based on the employer share of the cost of coverage for this time period. All amounts are estimates based on current rates and benefits elections made by each executive for the year ended December 31, 2020.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
64
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS Securities Authorized for Issuance underUnder Equity Compensation Plans (7)As a result of his retirement on June 14, 2020, Mr. Taiclet forfeited his 2020 PSU grant and the 2019 PSU grant will vest based on actual performance through the end of the performance period, with a prorated payout to reflect the performance period during which Mr. Taiclet was employed by the Company. The vesting of his 2017, 2018, 2019 and 2020 RSU grants were accelerated upon his Qualified Retirement, as defined under the award agreements.
Securities Authorized for Issuance underUnder Equity Compensation Plans The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2020.2023. EQUITY COMPENSATION PLAN INFORMATION | | Plan Category | Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2) (a) | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)(3) (c) | Plan Category | Number of Securities To Be Issued Upon Exercise of Outstanding Options, Warrants and Rights(2) (a) | Weighted-average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column) (a)(3) (c) | Equity compensation plans/arrangements approved by the stockholders(1) | Equity compensation plans/arrangements approved by the stockholders(1) | 3,828,015 | $88.36 | | 9,403,847 | Equity compensation plans/arrangements approved by the stockholders(1) | 3,063,107 | $92.33 | | 6,710,903 | 6,710,903 | | Equity compensation plans/arrangements not approved by the stockholders | N/A | Equity compensation plans/arrangements not approved by the stockholders(4) | | Equity compensation plans/arrangements not approved by the stockholders(4) | N/A | | Total | Total | 3,828,015 | $88.36 | | 9,403,847 | Total | 3,063,107 | $92.33 | | 6,710,903 | 6,710,903 |
(1)Includes the 2007 Equity Incentive Plan and the 2000 Employee Stock Purchase Plan (ESPP). (2)Column (a) includes (i) 1,245,0751,638,711 shares underlying outstanding unvested RSUs, (ii) 560,188631,840 shares underlying outstanding unvested PSUs based on the maximum amount of PSUs that can be earned under the award agreements for the March 2018,2021, March 20192022 and March 20202023 grants made to executive officers, (iii) 2,016,26118,944 shares underlying outstanding unvested PSUs granted to certain non-executive employees (Retention PSUs), (iv) 766,955 shares underlying outstanding stock options and (iv)(v) an estimated 6,4916,657 shares relating to expected purchases under the ESPP. Because there is no exercise price for RSUs, PSUs or shares purchased under the ESPP, such awards are not included in the weighted-average exercise price in column (b). (3)Includes 2,867,1152,632,645 shares available for issuance under the ESPP and 6,536,7324,078,258 shares available for grant under the 2007 Equity Incentive Plan as of December 31, 2020.2023. Under the 2007 Equity Incentive Plan, we are authorized to grant various types of stock-based awards, including stock options, restricted stock, stock equivalents and awards of shares of Common Stock that are not subject to restrictions or forfeiture. (4)In connection with our acquisition of CoreSite Realty Corporation (CoreSite, and the acquisition, the CoreSite Acquisition), the Company assumed the remaining shares previously available for issuance under a plan approved by the CoreSite shareholders (CoreSite Plan), which converted into shares of the Company’s Common Stock. These shares were available for issuance under the 2007 Equity Incentive Plan. They were, however, only available for grant to certain employees and were not available for issuance beyond the period when they would have been available under the CoreSite Plan, or March 20, 2023, at which time they were no longer available for grant. No such shares were available for issuance as of December 31, 2023. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 6583
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | PROPOSAL
1
| | Election of Directors
Under our By-Laws, the number of members of our Board is fixed from time to time by the Board and may be increased or decreased by a vote of the stockholders or by the majority of Directors then in office.
All twelve of our directors are standing for re-election at the Annual Meeting. The Board has nominated for election at the Annual Meeting the twelve Directors listed below, all of whom were recommended for nomination to the Board by the Nominating Committee.
Each Director elected at the Annual Meeting will hold office until the 2022 Annual Meeting or until his or her successor is elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR each nominee listed below. If a nominee becomes unavailable to serve, we will vote the shares represented by proxies for the election of such other person as the Board may recommend.
| | The Board of Directors unanimously recommends that you vote FOR the election of each nominee listed below to serve as Director until the next Annual Meeting or until his or her successor is duly elected and qualified.
| | | | | | | | |
The table below sets forth certain information known to us as of March 25, 2024, regarding shares of Common Stock beneficially owned as of such date by:Required Vote•each member of our Board;
Our By-Laws require that •each Director receiveexecutive officer named in the "Summary Compensation Table," which can be found on page 69 in this Proxy Statement;•all Directors and executive officers as a majoritygroup; and •each person known to beneficially own more than 5% of the votes properly cast with respect to such Director in uncontested elections (i.e.,our outstanding Common Stock. We determined the number of shares voted “for” a Director nominee must exceed the number of votes cast “against” that nominee). As the election of Directors at the Annual Meeting is uncontested, it requires a majority of the votes cast by, or on behalf of, the holders of Common Stock atbeneficially owned by each person under rules promulgated by the Annual Meeting. AbstentionsSEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares to which the individual or entity has sole or shared voting power or investment power and broker non-votesalso any shares the individual or entity had the right to acquire within 60 days of March 25, 2024. Accordingly, the numbers of shares shown below include shares underlying stock options, RSUs and PSUs that are not consideredvested or are expected to vest prior to May 24, 2024, which we collectively refer to below as votes cast “for” or “against” a Director“presently vested equity.” All percentages with respect to our Directors and have no effectexecutive officers are based on the election results.shares of Common Stock outstanding as of March 25, 2024. Except as noted below, each holder has sole voting and investment power with respect to all shares of Common Stock listed as beneficially owned by that holder. If stockholders do not re-elect a nominee who is already a Director, Delaware law provides that the Director continue to serve on the Board as a “holdover director.” Under our By-Laws and Corporate Governance Guidelines, each Director must submit an irrevocable advance resignation that will be effective if the stockholders do not re-elect him or her and the Board accepts his or her resignation. In that situation, within 90 days from the date the election results are certified, the Nominating Committee will recommend to the Board whether to accept or reject the resignation, with the Board then taking action and promptly disclosing its decision and underlying rationale in a filing with the SEC. | | | | | | | | | | Name of Beneficial Owner | Number of
Shares | Percent of
Common
Stock | | Directors and Named Executive Officers | | | Thomas A. Bartlett(1) | 288,338 | * | | Kelly C. Chambliss | 1,072 | * | | Teresa H. Clarke | 1,953 | * | | Raymond P. Dolan | 18,545 | * | | Kenneth R. Frank | 2,834 | * | | Sanjay Goel | 7,242 | | | Robert D. Hormats | 6,943 | * | | Grace D. Lieblein | 5,787 | * | | Craig Macnab | 11,961 | * | | Olivier Puech | 38,982 | * | | Neville R. Ray | — | * | | JoAnn A. Reed | 60,795 | * | Pamela D. A. Reeve(2) | 23,516 | * | Rodney M. Smith(3) | 111,025 | * | | Bruce L. Tanner | 3,586 | * | Samme L. Thompson(4) | 28,142 | * | Steven O. Vondran(5) | 89,374 | * | All Directors and executive officers as a group (21 persons)(6) | 819,776 | | | Five-Percent Stockholders | | | The Vanguard Group(7) | 61,022,228 | 13.07 | % | | 100 Vanguard Blvd., Malvern, PA 19355 | | | BlackRock, Inc.(8) | 36,781,145 | 7.88 | % | | 55 East 52nd Street, New York, NY 10055 | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 6684
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
PROPOSAL 1 ELECTION OF DIRECTORSDelinquent Section 16(a) Reports
Relevant* Less than 1%
(1)Includes 256,560 shares of Common Stock beneficially owned by Mr. Bartlett and presently vested equity with respect to an aggregate of 31,778 shares of Common Stock. (2)Includes 18,545 shares of Common Stock beneficially owned by Ms. Reeve and presently vested equity with respect to an aggregate of 4,971 shares of Common Stock. (3)Includes 42,759 shares of Common Stock beneficially owned by Mr. Smith and presently vested equity with respect to an aggregate of 68,266 shares of Common Stock. (4)Includes 23,171 shares of Common Stock beneficially owned by Mr. Thompson and presently vested equity with respect to an aggregate of 4,971 shares of Common Stock. (5)Includes 34,355 shares of Common Stock beneficially owned by Mr. Vondran and presently vested equity with respect to an aggregate of 55,019 shares of Common Stock. (6)Includes presently vested equity with respect to an aggregate of 239,349 shares of Common Stock. (7)Based on a Schedule 13G/A filed on February 13, 2024, The Vanguard Group had shared voting power over 851,635 shares of Common Stock, sole dispositive power over 58,785,336 shares of Common Stock, shared dispositive power over 2,236,892 shares of Common Stock and beneficial ownership of 61,022,228 shares of Common Stock. (8)Based on a Schedule 13G/A filed on January 26, 2024, BlackRock, Inc. had sole voting power over 33,769,239 shares of Common Stock, sole dispositive power over 36,781,145 shares of Common Stock and beneficial ownership of 36,781,145 shares of Common Stock. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers, Directors and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership with the SEC. As a matter of practice, the Company assists its executive officers and Directors in preparing initial reports of ownership and reports of changes in ownership and files those reports on their behalf. Based on our review of such forms, as well as information about each Director nominee appears below. | | | | | | | | | | | | | | | Thomas A. Bartlett | | | | | | | | | Career
Mr. Bartlett is American Tower Corporation’s President and Chief Executive Officer. From April 2009 through March 2020, he served as Executive Vice President and Chief Financial Officer and assumed the role of Treasurer from February 2012 until December 2013 and again from July 2017 until August 2018. Prior to joining American Tower, Mr. Bartlett served as Senior Vice President and Corporate Controller with Verizon Communications. During his 25-year career with Verizon Communications and its predecessor companies and affiliates, he served in numerous operations and business development roles, including President and Chief Executive Officer of Bell Atlantic International Wireless from 1995 through 2000, where he was responsible for wireless activities in North America, Latin America, Europe and Asia.
| Qualifications
•Effective leadership and executive experience, including as our President and Chief Executive Officer
•Seasoned financial expert with operational, international and strategic experience with global large-cap companies
Other Public Company Boards
•Equinix, Inc. (April 2013–present)
Other Positions
•Advisor, Rutgers Business School
•Member, World Economic Forum’s Information and Communications Technologies (ICT) Board of Governors
•Executive Committee, National Association of Real Estate Investment Trusts (NAREIT)
•Member, Business Roundtable
| | President & CEO
American Tower Corporation
| | | | | | | | | Director Since - May 2020
| | | | | | Age 62
| |
| | | | | | | | | | | | | | | Raymond P. Dolan | | | | | | | | | Career
Mr. Dolan is the Chairman and CEO of Cohere Technologies, Inc., a wireless communications and solutions company. He previously served as the President and CEO of Sonus Networks, Inc., a supplier of voice, video and data infrastructure solutions for wireline and wireless telephone service providers, from October 2010 to December 2017. Prior to that, he served as CEO of QUALCOMM Flarion Technologies and Senior Vice President at QUALCOMM until January 2008. He was Chairman and CEO of Flarion Technologies, Inc., a provider of mobile broadband communications systems, from May 2000 until its acquisition by QUALCOMM in 2006. Before that, he served as Chief Operating Officer of NextWave Telecom and as Executive Vice President of marketing of Bell Atlantic/NYNEX Mobile.
| Qualifications
•Extensive leadership experience in the wireless communications industry
•Experience with thought leaders help further our strategic vision
•International, operational and strategic expertise
•Strong management and board experience
Other Public Company Boards
•Sonus Networks, Inc. (October 2010–December 2017)
| | Chairman and CEO
Cohere Technologies, Inc.
| | | | | | | | | Director Since February 2003
•Compensation Committee (February 2003–May 2011; June 2016–present)
•Nominating and Corporate Governance Committee (January 2004–June 2016; Chair, February 2005–May 2015)
| | | | | | | | | Age 63
| |
provided by the reporting persons, the Company believes that all of its executive officers, Directors and beneficial owners of more than 10% of its common stock complied with the reporting requirements of Section 16(a) during the year ended December 31, 2023, other than one late report in connection with certain tax withholdings during 2023 by Ms. Dowling, which were reported on Form 4 on March 12, 2024.AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 67
PROPOSAL 1 ELECTION OF DIRECTORS
| | | | | | | | | | | | | | | Kenneth R. Frank | | | | | | | | | Career
Mr. Frank is CEO of Turning Technologies, an education technology company, and has led other enterprise software and services companies, such as Kibo Software as CEO, from January 2016 to December 2018, and Aptean Software as Chief Operating Officer, from October 2011 to December 2015. Prior to that, Mr. Frank held a series of leadership positions at Alcatel-Lucent, between February 2005 and October 2012, including President, Solutions and Marketing, member of the Executive Committee, Chief Technology Officer of Alcatel North America and President of the Global Professional Services Division. Mr. Frank previously held positions at AT&T Bell Laboratories, BellSouth Telecommunications and venture-backed communications startups, Broadband Office and Masergy Communications.
| Qualifications
•Extensive executive and international experience in the telecommunications and technology industries
•Sophisticated leadership skills and familiarity with various global regions, including Europe and Asia
•Venture capital knowledge and financial acumen
Other Public Company Boards
•None
Other Positions
•Member of Board of Councilors for the Marshall School of Business at the University of Southern California
| | CEO
Turning Technologies
| | | | | | | | | Director Since January 2021
•Audit Committee (January 2021–present)
| | | | | | | | | Age 53
| |
| | | | | | | | | | | | | | | Robert D. Hormats | | | | | | | | | Career
Mr. Hormats was appointed Managing Director of Tiedemann Advisors in March 2020, following his five-year tenure as a member of Tiedemann's Investment Advisory Committee. He served as Vice Chairman of Kissinger Associates, Inc., a strategic international consulting firm, from 2013 to 2019. From 2009 to 2013, he served as Under Secretary of State for Economic Growth, Energy and the Environment. Prior to that, he was Vice Chairman, Goldman Sachs (International) and a managing director of Goldman, Sachs & Co., which he joined in 1982. Mr. Hormats formerly served as Assistant Secretary of State for Economic and Business Affairs, Ambassador and Deputy U.S. Trade Representative, and Senior Deputy Assistant Secretary for Economic and Business Affairs. He also served as a senior staff member for International Economic Affairs on the National Security Council.
| Qualifications
•Significant international experience in both the public and private sectors, including key business and trade positions with the U.S. Federal government
•Extensive knowledge of global capital markets
•Well-developed leadership skills and financial acumen
Other Public Company Boards
•None
Other Positions
•Member, Council on Foreign Relations
| | Managing Director
Tiedemann Advisors
| | | | | | | | | Director Since October 2015
•Nominating and Corporate Governance Committee (February 2016–present)
| | | | | | | | | Age 78
| |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
68
PROPOSAL 1 ELECTION OF DIRECTORS
| | | | | | | | | | | | | | | Gustavo Lara Cantu | | | | | | | | | Career
Mr. Lara is a retired business executive, who most recently served as CEO of Monsanto Company’s Latin America North division. Prior to retiring in 2004, Mr. Lara had worked for the Monsanto Company in various capacities for more than 24 years.
| Qualifications
•Executive and governance experience with a global company
•Insight into business operations in Latin America
•Extensive knowledge of financial and business developments in Mexico
Other Public Company Boards
•None
| | Former CEO
Monsanto Company, Latin America North Division
| | | | | | | | | Director Since November 2004
•Compensation Committee (May 2009–present)
•Nominating and Corporate Governance Committee (February 2005–May 2009)
| | | | | | | | | Age 71
| |
| | | | | | | | | | | | | | | Grace D. Lieblein | | | | | | | | | Career
Ms. Lieblein most recently served as Vice President, Global Quality of General Motors Company (GM), a multinational corporation that designs, manufactures, markets and distributes vehicles, from November 2014 to December 2015. Ms. Lieblein joined GM in 1978 and has held a variety of leadership positions at GM in engineering, supply chain management and international operations. Ms. Lieblein’s leadership positions have included serving as Vice President, Global Purchasing and Supply Chain from 2012 to 2014, GM Brazil President from 2011 to 2012, GM Mexico President from 2008 to 2011 and Vehicle Chief Engineer from 2004 to 2008.
| Qualifications
•Extensive management and international experience in a global large-cap company
•Experience in working with industry leaders to help further our innovation initiatives
•Financial expertise
•International experience in Latin America
Other Public Company Boards
•Southwest Airlines Co. (January 2016– present)
•Honeywell International Inc. (December 2012–present)
| | Former VP, Global Quality General Motors | | | | | | | | | Director Since June 2017
•Audit Committee (June 2017–present)
| | | | | | | | | Age 60
| |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
69
PROPOSAL 1 ELECTION OF DIRECTORS
| | | | | | | | | | | | | | | Craig Macnab | | | | | | | | | Career
Mr. Macnab served as CEO of National Retail Properties, Inc., a publicly traded REIT, from February 2004, and as that company’s Chairman of the board from February 2008, until April 2017. Prior to joining National Retail Properties, Mr. Macnab was the CEO, President and a director of JDN Realty Corporation, also a publicly traded REIT, from April 2000 through March 2003.
| Qualifications
•Extensive management experience with publicly traded REITs and global large-cap companies
•Financial expertise
•Experience as a director of other public companies
Other Public Company Boards
•VICI Properties, Inc. (October 2017–present)
•Forest City Realty Trust, Inc. (June 2017–May 2018)
•National Retail Properties, Inc. (February 2008–April 2017)
Other Positions
•Trustee, Cadillac Fairview Corporation Limited, a private company and a wholly owned subsidiary of the Ontario Teachers’ Pension Plan
| | Former Chief Executive Officer National Retail Properties, Inc. | | | | | | | | | Director Since December 2014
•Compensation Committee (May 2018–present; Chair since May 2019)
•Audit Committee (December 2014–December 2019)
| | | | | | | | | Age 65
| |
| | | | | | | | | | | | | | | JoAnn A. Reed | | | | | | | | | Career
Before becoming a healthcare services consultant, Ms. Reed served as CFO and SVP of Finance at Medco Health Solutions, a leading pharmacy benefit manager. After joining Medco in 1988, she spent 20 years with the company, serving in finance and accounting roles of increasing responsibility; she was appointed SVP of Finance in 1992 and CFO in 1996. Prior to joining Medco, Ms. Reed held finance roles at Aetna/ American Re-Insurance Co., CBS Inc., Standard and Poor’s Corp. and Unisys/ Timeplex Inc.
| Qualifications
•Financial and accounting expertise
•Extensive board experience
•More than 25 years of leadership experience with multinational companies in financial, strategic and business development initiatives
Other Public Company Boards
•Waters Corporation (May 2006–present)
•Mallinckrodt plc (June 2013–present)
| | Healthcare Services Consultant | | | | | | | | | Director Since May 2007
•Audit Committee (November 2007–present; Chair since May 2015)
| | | | | | | | | Age 65
| |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
70
PROPOSAL 1 ELECTION OF DIRECTORS
| | | | | | | | | | | | | | | Pamela D.A. Reeve | | | | | | | | | Career
A retired business executive, Ms. Reeve served from November 1989 to August 2004 as the President and CEO and a director of Lightbridge, Inc., a public company and a global provider of mobile business solutions to the wireless communications industry. Prior to joining Lightbridge in 1989, Ms. Reeve spent 11 years as a consultant and in a series of executive positions at the Boston Consulting Group, Inc.
| Qualifications
•Operational, strategic and corporate governance expertise, particularly in the communications and technology industries
•Financial expertise
•Extensive institutional knowledge and effective leadership as former Lead Director and now Chairperson
Other Public Company Boards
•Frontier Communications Corporation (May 2010–present and Chairperson since April 2016)
•Sonus Networks, Inc. (August 2013–May 2017)
Other Positions
•Chair of the Board, The Commonwealth Institute (June 2004–present)
| | Former President and CEO Lightbridge, Inc. | | | | | | | | | Director Since March 2002
•Chairperson (May 2020–present)
•Lead Director (May 2004–May 2020)
•Nominating and Corporate Governance Committee (May 2009–present; August 2002–February 2005)
•Compensation Committee (April 2004–June 2016; Chair, April 2004–May 2009)
•Audit Committee (August 2002–July 2007)
| | | | | | | | | Age 71
| |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
71
PROPOSAL 1 ELECTION OF DIRECTORS
| | | | | | | | | | | | | | | David E. Sharbutt | | | | | | | | | Career
Mr. Sharbutt is a retired business executive who most recently served as CEO and Chairman of Alamosa Holdings, Inc., a provider of wireless communications services, which was acquired by Sprint Nextel Corporation in February 2006. Mr. Sharbutt had been Alamosa’s Chairman and a director since the company was founded in July 1998 and was named CEO in October 1999. Before joining Alamosa, Mr. Sharbutt was President and CEO of Hicks & Ragland Engineering Co., an engineering consulting company (now known as CHR Solutions).
| Qualifications
•Board experience with wireless communications companies
•Financial expertise
•Strategic, operational and advisory roles in leading complex telecommunications enterprises
Other Public Company Boards
•None
Other Positions
•Director, Flat Wireless, LLC, a private company
| | Former CEO and Chairman Alamosa Holdings, Inc. | | | | | | | | | Director Since July 2006
•Nominating and Corporate Governance Committee (May 2007–present; Chair since May 2015)
•Audit Committee (April 2017–May 2018; May 2007–November 2007)
| | | | | | | | | Age 71
| |
| | | | | | | | | | | | | | | Bruce L. Tanner | | | | | | | | | Career
Mr. Tanner served as the Executive Vice President and CFO of Lockheed Martin Corporation from September 2007 until February 2019. Mr. Tanner joined Lockheed Martin Corporation in 1982, and prior to being appointed CFO, he held a variety of leadership positions at Lockheed Martin in finance, including as Vice President of Finance and Business Operations, Lockheed Martin Aeronautics, from April 2006 to September 2007, and Vice President of Finance and Business Operations, Lockheed Martin Electronic Systems, from May 2002 to March 2006.
| Qualifications
•Extensive executive experience with global large-cap company
•Financial expertise
•Strategic, operational and advisory roles in complex financial transactions
Other Public Company Boards
•Truist Financial Corporation (November 2015–present)
| | Former EVP and CFO Lockheed Martin Corporation | | | | | | | | | Director Since September 2019
•Audit Committee (December 2019–present)
| | | | | | | | | Age 62
| |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
72
PROPOSAL 1 ELECTION OF DIRECTORS
| | | | | | | | | | | | | | | Samme L. Thompson | | | | | | | | | Career
A business executive with more than 35 years of management experience, Mr. Thompson has served as president of Telit Associates, Inc., a financial and strategic advisory firm, since joining the firm in 2002. From 1999 to 2002, he served as SVP and Director of Strategy and Corporate Development for Motorola, Inc. Mr. Thompson also served as director of Strategic Planning and Development with AT&T Information Systems; as an SVP with Kidder, Peabody & Co.; and as a strategy consultant with McKinsey & Company.
| Qualifications
•Significant strategic and global advisory experience
•Comprehensive board experience with companies in the wireless communications industry
•Strong leadership skills, including managing business operations
Other Public Company Boards
•Spok Holdings, Inc. (November 2004–July 2020)
Other Positions
•Board of Visitors, Joseph M. Katz Graduate School of Business
•Member, Global Affairs Council of Chicago
•Trustee, University of Chicago, Marine Biological Laboratory
| | President
Telit Associates, Inc.
| | | | | | | | | Director Since August 2005 (served as director of SpectraSite, Inc. from June 2004 until our acquisition in August 2005)
•Nominating and Corporate Governance Committee (May 2019–present)
•Compensation Committee (May 2006–May 2019; Chair, May 2009–May 2019)
| | | | | | | | | Age 75
| |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
7385
Stockholder Proposals
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | PROPOSAL
2
| | Ratification of Selection of Independent Registered Public Accounting Firm
The Audit Committee has selected, and the Audit Committee and the Board of Directors recommend stockholder ratification of, Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021.
| | The Audit Committee and the Board of Directors unanimously recommend that you vote FOR the ratification of the selection of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the current fiscal year.
| | | | | | | | |
The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements.
Deloitte & Touche LLP has served as our independent registered public accounting firm since our inception. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm and conducted a formal auditor solicitation process approximately five years ago. Further, in conjunction with the mandated rotation of Deloitte & Touche LLP’s lead engagement partner, the Audit Committee and its Chairperson were directly involved in the selection of Deloitte & Touche LLP’s lead engagement partner. The members of the Audit Committee and the Board of Directors believe that the continued retention of Deloitte & Touche LLP to serve as our independent registered public accounting firm is in the best interests of the Company and its stockholders.
Although ratification by stockholders is not required by law or our By-Laws, the Audit Committee believes submission of its selection to stockholders is a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time, if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders. If our stockholders do not ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm, the Audit Committee will reconsider their selection.
Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they choose and will also be available to respond to appropriate questions from stockholders.
Required Vote
Approval of this resolution requires the affirmative vote of a majority of the votes cast by or on behalf of stockholders at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” this proposal and have no effect on the results.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
74
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | PROPOSAL
3
| | Advisory Vote on Executive Compensation
We are providing our stockholders the opportunity to approve, on an advisory basis (a “say on pay” vote), the compensation of our named executive officers as described in “Compensation Discussion and Analysis” and related tabular and narrative disclosures in this Proxy Statement in accordance with Section 14A of the Exchange Act. We intend to submit our executive compensation to an advisory vote annually, consistent with the advisory vote of our stockholders on the frequency of the say on pay vote at our 2017 Annual Meeting of Stockholders. The next advisory say on pay vote of our stockholders will be held at our 2022 Annual Meeting of Stockholders.
| | The Board of Directors unanimously recommends that you vote FOR the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.
| | | | | | | | |
We believe our executive officers play a critical role in our financial, strategic and operational performance and in creating long-term stockholder value. Accordingly, our executive compensation philosophy is to create a balance that achieves our executive retention objectives, while rewarding our executive officers under a pay-for-performance philosophy through an appropriate combination of base salary, annual performance incentive awards and long-term, equity-based compensation. The objectives of our executive compensation program include:
•attracting and retaining top talent;
•motivating and engaging our executive officers; and
•driving sustainable, long-term growth and stockholder value consistent with our vision and growth strategy.
We continually review our executive compensation program. We also seek the input of our stockholders, and based on such engagement made several changes to our executive compensation program over the past few years.
We urge you to read the “Compensation Discussion and Analysis,” including the accompanying compensation tables and related narrative disclosures in this Proxy Statement, as they provide greater detail on our compensation philosophy and determinations. The Compensation Committee and the Board believe our executive compensation program and policies are consistent with, and help us achieve the goals of, our compensation philosophy.
HIGHLIGHTS OF OUR EXECUTIVE COMPENSATION PROGRAM AND POLICIES
•The vast majority of our executives’ targeted compensation consists of at-risk pay elements. As described in the “Compensation Discussion and Analysis,” 93% and 88% of the total direct compensation opportunity (assuming target performance) for our CEO and other NEOs, respectively, was in the form of short- and long-term incentive compensation, as of December 31, 2020.
•We weight our target compensation packages toward equity-based incentive awards to focus executives on long-term value creation and provide an appropriate balance with the short-term performance-driven incentive awards.
•Our long-term equity incentive award does not include stock options and is more heavily weighted to PSUs.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
75
PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION
•We tie our annual bonus incentive awards directly to performance:
•100% of the target award for each of the NEOs, other than the CEO, is tied to achievement of pre-established Company financial goals (total property revenue, excluding pass-through revenue, and Adjusted EBITDA(1)).
•The CEO’s target award is 80% tied to achievement of pre-established Company financial goals (total property revenue, excluding pass-through revenue, and Adjusted EBITDA(1)) and 20% tied to achievement of pre-established individual performance goals based on the four pillars of the Company’s Stand and Deliver strategy: (i) lead wireless connectivity around the globe, (ii) innovate for a mobile future, (iii) drive efficiency throughout the industry and (iv) grow our assets and capabilities to meet customer needs.
•Vesting of our PSUs is determined by achievement of pre-established goals for cumulative Consolidated AFFO per Share(1) and average ROIC(1) for a three-year performance period.
•We provide equity vesting upon a change of control only upon a termination of employment (a “double-trigger”), with no tax gross-ups.
•Our retirement and welfare benefits are consistent for all employees, with no pension or deferred compensation plans for executive officers and limited perquisites.
•Our annual performance incentive awards and long-term, equity-based awards have terms that, in certain circumstances, allow us to claw back cash and shares received pursuant to such awards or require the payment of gains realized upon disposition of such shares.
•Our stock ownership guidelines require each executive to own a number of shares at a multiple of his or her annual base salary (six times base salary for our CEO and three times base salary for our other executive officers who report directly to our CEO), and each executive is required to retain at least 50% of shares, net of tax obligations, until he or she meets the ownership requirements.
•We conduct a risk review of our compensation programs each year to determine if any elements of the programs create an inappropriate level of risk.
(1)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
Required Vote
Approval of this resolution requires the affirmative vote of a majority of the votes cast by or on behalf of stockholders at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” this proposal and have no effect on the results.
Although the advisory vote on this proposal is non-binding, meaning that our Board is not required to adjust our executives’ compensation or our compensation programs or policies as a result of the vote, we encourage all stockholders to vote their shares on this matter, as the Board and the Compensation Committee will consider the voting results when determining compensation policies and decisions, including future executive-compensation decisions.
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
76
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | PROPOSAL 4
| | Stockholder Proposal Regarding the Ownership Threshold Required to Call a Special Meeting John Chevedden, 2215 Nelson Ave., No. 205 Redondo Beach, CA 90278, the beneficial owner of at least 100 shares of Common Stock, has notified us that he intends to present a proposal at the Annual Meeting. The proposal appears as we received it, and we accept no responsibility for the accuracy of the proposal or the proponent’s statements below. | | The Board of Directors unanimously recommends that you vote AGAINST this proposal. | | | | | | | | |
STOCKHOLDER PROPOSAL:
Proposal 4 — Special Shareholder Meeting Improvement Shareholders Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10%15% of our outstanding common stock the power to call a special shareholder meeting. The Board of Directors would continue to have its existing power A 15% stock ownership threshold to call a special meeting would bring American Tower generally in line with more than 100 companies that provide for 25% of shares to be able to call for a special shareholder meeting. More than 100 companies do not attach strings to their 25% threshold. However AMT attached a big string to its current threshold by excluding all shares that are not held for a full continuous year. Thus to make up for the exclusion of all shares held for less than a full continuous year the new threshold at AMT should reasonably be set at 15%. Since a special shareholder meeting can be useful in replacing a director, this proposal may be an incentive for the 2020 American Tower Corporation annualAMT directors to improve their performance and in turn improve shareholder value. Calling a special shareholder meeting there has beenis hardly ever used by shareholders but the main point of the right to call a dramatic developmentspecial shareholder meeting is that makesit gives shareholders a Plan B option if management is not interested in good faith shareholder engagement. Management could elect to genuinely engage with shareholders as an alternative to conducting a special shareholder meeting. With the widespread use of online shareholder meetings soit is much easier for management with a substantial cost reduction. Special shareholder meeting can now be online shareholder meetings which are so much easier for management. The 2020 pandemic has resulted in an avalanche of online shareholder meetings. Management accountability is so well defended at online shareholder meetings that shareholders should have a corresponding greater flexibility in calling forto conduct a special shareholder meeting.meeting and our bylaws thus need to be updated accordingly.
PlusPlease vote yes:
Special Shareholder Meeting Improvement — Proposal 4 AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 86
STOCKHOLDER PROPOSALS Proposal 4 Stockholder Proposal Regarding the management excuseOwnership Threshold Required to resistCall a Special Meeting Board's Statement in Opposition The Board has carefully considered the 2020foregoing stockholder proposal onand unanimously recommends that stockholders vote “AGAINST” this same topic has been blown out ofproposal for the water. In 2020 AMT management saidfollowing reasons: The current special meeting threshold strikes the right balance between ensuring that stockholders have a right to request a special meeting costs "millionsand protecting the Company, and ultimately its stockholders, against the misuse of dollars." Nowthe special meeting right. Our By-Laws grant a stockholder or group of stockholders owning at least 25% in the aggregate of the Company's capital stock issued, outstanding and entitled to vote, and who have held that amount in a net long position continuously for at least one year, the right to call a special meeting is like a Zoom call. Plus management now has the option of screening out constructive criticism of management at a special shareholder meeting. The core purpose of such a meeting is simply the announcementif they request so in writing pursuant to Article III, Sections 3 and 4 of the vote.By-Laws.
For instance Goodyear management hitThe Board believes that this 25% ownership threshold best serves our stockholders' interests by striking the mute button right inbalance between giving stockholders the middleability to call special meetings and protecting against the risk that a small group of a formal shareholder proposal presentation at its 2020 shareholder meeting to bar constructive criticism.
Plus AT&T management would not even allowstockholders misuses the proponents of shareholder proposals to read their proposals by telephone at the 2020 AT&T online annual meeting during pandemic travel restrictions.
Please see:
AT&T investors denied a dial-in as annual meeting goes online
https://whbl.com/2020/04/17/att-investors-denied-a-dial-n-as-annual-meeting-goes-online/1007928/
Currently it takes the formal backing 25% of AMT sharesright to call a special meeting. A big howeverrelatively low threshold for qualifying ownership, like the one proposed of 15%, could expose our stockholders to the risk of special meetings being called by certain stockholders to advance their own narrow agendas that are inconsistent with the views of, or not favored by, the majority of stockholders, without regard to the long-term best interests of the Company and our stockholders generally.
The Board strongly believes that special meetings should only be reserved for extraordinary Company business that is in the interest of our stockholders more broadly and that all shares held for less than one unbroken year are disqualified. Thuscannot wait until the ownersnext annual meeting, which is accomplished by the current 25% ownership threshold. The existing 25% special meeting ownership threshold has continually been upheld by our stockholders and is aligned with those of our peers and of S&P 500 companies. Our existing special meeting threshold has repeatedly been upheld by our stockholders, during each of our annual meetings of stockholders in 2016, 2020 and 2021. The 25% of AMT stock held for an unbroken year could determineor higher special meeting ownership threshold is the most common threshold adopted by other S&P 500 companies that they own 50% of AMT stock whenprovide stockholders with the length of stock ownership is factored out. It is not a good bargain for AMT shareholders to have to own 50% of AMT shares in orderright to call special meetings. Specifically, of the 366 S&P 500 companies that provide stockholders with the right to call special meetings, 165 of those companies, or nearly half, have a 25% ownership or higher threshold for calling special meetings, with 25% being the most common threshold. Of our 23 proxy peers, more than 65% have special meeting ownership thresholds that are either at or above 25% or provide no such right to their stockholders at all.Based on this benchmarking, we believe our current threshold is in line with the practices of a significant portion of our industry peers and S&P 500 companies. Lowering the special meeting threshold would result in a waste of corporate resources and be disruptive to our business operations. A special meeting can cause the Company to incur substantial expenses and can be disruptive to our business operations. Convening a special shareholder meeting.meeting involves significant legal and administrative fees in addition to distribution costs related to preparing, printing and mailing the necessary disclosure documents. Additionally, special meetings cause senior management and the Board to divert their attention from daily business operations to preparing for and conducting the special meeting, thus undermining the long-term interests of our stockholders. Please vote yes:
Special Shareholder Meeting Improvement - Proposal 4
 AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 7787
STOCKHOLDER PROPOSALS
PROPOSALProposal 4 STOCKHOLDER PROPOSAL REGARDING THE OWNERSHIP THRESHOLD REQUIRED TO CALL A SPECIAL MEETINGStockholder Proposal Regarding the Ownership Threshold Required to Call a Special Meeting
| | | | | | | | | | | | | Board's Statement in Opposition | | | The Boardthat there is not sufficient interest from our stockholders to warrant calling a special meeting and that incurring the costs associated with such meeting would constitute a waste of Directors has carefully considered the foregoing stockholder proposal and unanimously recommends that stockholders vote “AGAINST” this proposal for the following reasons: | | | The existing 25% threshold has continually been upheld by stockholders and continues to protect against narrow or short-term interests, while minimizing the financial and administrative burdens associated with conducting a special meeting of stockholders. | | | Our existing special meeting threshold has been upheld by our stockholders twice before, during our Annual Meetings in 2016 and last year. The Board continues to believe that the current special meeting ownership threshold of 25% strikes the appropriate balance between providing stockholders with a meaningful right to call a special meeting and protecting against the risk of a single stockholder, or small minority group of stockholders, unilaterally misusing the Company’s resources for potentially narrow or short-term interests that do not benefit the greater stockholder base. A single stockholder or small minority group of stockholders has no duty to act in the best interests of the Company or other stockholders.
| | | The Board believes the current 25% threshold also aligns with the mainstream of special meeting rights at S&P 500 companies. As of March 2021, only approximately 27% of the S&P 500 companies surveyed by FactSet provide stockholders with a special meeting right at a level below our current special meeting threshold. | | | Although the concept of a virtual meeting has become commonplace in light of the COVID-19 pandemic, coordinating a special stockholder meeting continues to be a substantial undertaking and requires considerable use of the Company’s time and resources. The Company is still required to prepare, print and mail disclosure documents to stockholders, solicit proxies, hold the special meeting and tabulate votes. There is also a further cost to the Company and its stockholders, as the time required to prepare and conduct a special meeting distracts the Board and management from their primary focus of leading and operating our business. | | | There are significant protections of stockholder rights under law and regulation.
| | | Stockholders can be assured their right to submit a proposal and vote on significant matters is protected by state law and other regulations. Under Delaware law and NYSE rules, the Company must submit certain significant matters to a stockholder vote, including mergers and consolidations, large asset purchases or share issuances, the adoption of equity compensation plans and amendments to the Company’s certificate of incorporation. Additionally, under Rule 14a-8 of the Exchange Act, stockholders can present proposals, such as this one, at annual meetings. | | | Our current corporate governance structure promotes transparency and accountability.
| | | The Board and Company are committed to governance best practices. We have long supported and continue to support various means for our stockholders to effectively communicate with the Board and management to hold them accountable, as we believe such communication is imperative to the success of our business. | | | The following governance policies and practices demonstrate that the Company has taken a number of steps to achieve greater transparency and accountability to protect stockholder rights, without the additional expense and risk associated with a lower special meeting threshold: | | | •Special Meeting Right. The holders of 25% of our common stock can request the call of a special meeting.
•Action by Written Consent. Stockholders may act by written consent instead of a meeting.
•Proxy Access. We adopted a market-standard proxy access right for nominating Directors.
•Annual Director Elections. All of our Directors are elected annually by our stockholders; we do not have a classified or staggered board.
•Majority Voting. We have a majority voting standard for the election of Directors in uncontested elections.
•No Supermajority Voting Provisions. Our governance documents do not contain provisions requiring a supermajority stockholder vote on any issue.
•Annual Say-On-Pay Vote. We solicit feedback from our stockholders every year on executive compensation.
| |
AMERICAN TOWER CORPORATION 2021 PROXY STATEMENTThere are significant protections of stockholder rights under law and regulation.
78
Stockholders can be assured their right to submit a proposal and vote on significant matters is protected by state law and other regulations. Under Delaware law and NYSE rules, the Company must submit certain significant matters to a stockholder vote, including mergers and consolidations, large asset purchases or share issuances, the adoption of equity compensation plans and amendments to the Company’s certificate of incorporation. Additionally, under Rule 14a-8 of the Exchange Act, stockholders can present proposals, such as this one, at annual meetings.
PROPOSAL 4 STOCKHOLDER PROPOSAL REGARDING THE OWNERSHIP THRESHOLD REQUIRED TO CALL A SPECIAL MEETING
Our current corporate governance structure already ensures that our Board remains accountable and responsive to stockholders. | | | | | | | | | | •No Stockholder Rights Plan. We do not maintain a stockholder rights plan or “poison pill.”
•One Share, One Vote. We have equal voting rights for all of our stockholders.
| | | We are committed to providing opportunities for stockholders to communicate with the Board and senior leadership. | | | We provide opportunities for our stockholders to communicate with our Board through our extensive stockholder engagement program, which is also more cost effective than a special meeting. Our leaders meet regularly with stockholders to discuss strategy, operational performance and governance. In 2020, we engaged with stockholders representing nearly 80% of our actively managed outstanding stock. For additional information about the Company’s stockholder engagement program and actions it has taken in response to these discussions, please see page 38 of this Proxy Statement. | | | The Board continues to believe that reducing the threshold required to call a special meeting to 10% is not in the best interests of the Company or our stockholders. Special meetings should be limited to extraordinary circumstances, such as when fiduciary or strategic considerations affecting a significant stockholder base require the matter be addressed on an expeditious basis. | | | For the reasons discussed above, the Board believes this proposal is not in the best interests of the Company or its stockholders. | |
The Board and the Company are committed to the best corporate governance practices. We have long maintained and continue to create and support a number of mechanisms and forums for our stockholders to effectively communicate with the Board and management. This framework holds the Board and management accountable for the proper governance and effective management of the Company. In our engagements, stockholders have consistently conveyed their positive reactions to our current corporate governance framework.In addition to the 25% special meeting ownership threshold, the following governance policies and practices demonstrate that the Company has taken several steps to achieve greater transparency and accountability to protect stockholder rights: •Annual Director Elections. All of our Directors are elected annually by our stockholders; we do not have a classified or staggered board. •Action by Written Consent. Stockholders may act by written consent instead of a meeting, so stockholders already have a strong right to take action between annual meetings. •Proxy Access. We adopted a market-standard and equitable proxy access right for stockholders in nominating Directors. •Majority Voting. We have a majority voting standard for the election of Directors in uncontested elections. •Stockholder Amendments to the By-Laws. Stockholders have the right to adopt and repeal amendments to the By-Laws. •Independence of the Board: All of our Directors, except one management Director, are independent, including our Chairperson. •One Share, One Vote. We have equal voting rights for all of our stockholders. •No Supermajority Voting Provisions. Our governance documents do not contain provisions requiring a supermajority stockholder vote on any issue. •No Stockholder Rights Plan. We do not maintain a stockholder rights plan or “poison pill.” •Annual Say-On-Pay Vote. We solicit feedback from our stockholders every year on executive compensation. In light of the existing right of our stockholders to call a special meeting, and other shareholder rights, as well as the Company’s strong overall governance framework, which is supported by our stockholders, the Board believes this proposal is unnecessary and, as discussed above, potentially harmful to our stockholders more broadly. For the reasons discussed above, the Board believes this proposal is not in the best interests of the Company or its stockholders and unanimously recommends a vote “AGAINST” the proposal. Required Vote Approval of this resolution requires the affirmative vote of a majority of the votes cast by, or on behalf of, stockholders at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” this proposal and have no effect on the results. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 7988
STOCKHOLDER PROPOSALS
Proposal 5 Stockholder Proposal Regarding Disclosure of Racial and Gender Pay Gaps | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PROPOSAL 5 | | Stockholder Proposal Regarding The CreationDisclosure of a Human Rights Oversight CommitteeRacial and Gender Pay Gaps Arjuna Capital, on behalf of the Board Walter O. Garcia and Maria Luisa Garcia, 2151 Overland Avenue, Los Angeles, CA 90025,Carolyn Malcolm, the beneficial owner of at least 100 sharesmore than $2,000 worth of Common Stock, havehas notified us that they intendit intends to present a proposal at the Annual Meeting. The proposal appears as we received it, and we accept no responsibility for the accuracy of the proposal or the proponents'proponent’s statements below.
| | The Board of Directors unanimously recommends that you vote AGAINST this proposal. | | | | | | | | |
Racial and Gender Pay Gaps Whereas: Pay inequities persist across race and gender and pose substantial risks to companies and society. Black workers’ median annual earnings represent 77 percent of white wages. The median income for women working full time is 84 percent that of men. Intersecting race, Black women earn 76 percent and Latina women 63 percent.1 At the current rate, women will not reach pay equity until 2059, Black women in 2130, and Latina women in 2224.2 Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development (OECD) countries’ economies by 2 trillion dollars annually.3 Actively managing pay equity is associated with improved representation. Diversity in leadership is linked to superior stock performance and return on equity.4 Minorities represent 27 percent of American Tower’s workforce and 22 percent of executives. Women represent 35 percent of the workforce and 22 percent of executives.5 Best practice pay equity reporting consists of two parts: 1.unadjusted median pay gaps, assessing equal opportunity to high paying roles, 2.statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles. American Tower does not report quantitative unadjusted or adjusted pay gaps. About 50 percent of the 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.6 Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps.7 Resolved: Shareholders request American Tower report on both quantitative median and adjusted pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information. Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively). Supporting Statement: An annual report adequate for investors to assess performance could, with board discretion, integrate base, bonus, and equity compensation to calculate: •percentage median and adjusted gender pay gap, globally and/or by country, where appropriate •percentage median and adjusted racial/minority/ethnicity pay gap, US and/or by country, where appropriate 1https://www.census.gov/data/tables/time-series/demo/income-poverty/cps-pinc/pinc-05.html - par_textimage_24 2https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+2022+-+Arjuna+Capital.pdf 3Ibid. 4Ibid. 5https://www.americantower.com/us/sustainability/social.html 6https://diversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/ 7https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+2022+-+Arjuna+Capital.pdf AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 89
STOCKHOLDER PROPOSAL:PROPOSALS RESOLVED: ShareholdersProposal 5 Stockholder Proposal Regarding Disclosure of Racial and Gender Pay Gaps
Board's Statement in Opposition The Board of Directors has carefully considered the foregoing stockholder proposal and unanimously recommends that stockholders vote “AGAINST” this proposal for the following reasons: We already provide data on employee diversity, and the proposed measures are not useful for demonstrating workforce equity or the lack thereof. The U.S. Equal Employment Opportunity Commission (“EEOC”) requires employers to submit an EEO-1 report on an annual basis. The report breaks down an employer’s workforce by race, ethnicity and gender across job categories established by the EEOC. We publish the EEO-1 reports on our website, which is viewed as a best practice, and such reports provide transparency and the ability for our stakeholders to better understand the diversity of our workforce and our related practices. We also monitor the diversity of our workforce internally, as it helps us identify areas for growth as we continue strengthening our diversity efforts and initiatives. Pay gap analyses of the type requested in the stockholder proposal are not designed to analyze, and thus do not reflect, inequitable pay among similarly situated employees who hold similar jobs in similar geographies and do similar work. The unadjusted median pay gap measure noted in the stockholder proposal seeks to compare the pay of two employees whose compensation happens to fall at the midpoint of the pay range among those employees sharing the same gender, racial or ethnic characteristic. This statistic does not adjust for relevant factors that can explain differences in pay, such as the different roles, specialized skills, performance, experience, tenure or location of an employee. Even adjusting the metric for different “roles” using the proposed adjusted measure does not take into account important factors such as performance, experience, location and tenure. Employee-specific circumstances such as experience and location are particularly relevant for a company like American Tower, which operates globally and has a large international footprint, because salaries vary greatly among regions, countries and even cities. Additionally, American Tower operates with a lean staffing model to efficiently achieve the Company’s strategic objectives, and there is little overlap among the various employee roles and a relatively small number of directly comparable roles. Pay gap analyses do not consider, nor could they consider, legitimate, job-related, non-discriminatory explanations for pay differences among employees who perform similar work. Although the proposal is aimed at providing transparency with respect to pay equity and equal opportunity, the proposed statistics do not demonstrate whether our employees who are women and racial and ethnic minorities are being paid fairly, nor does it accurately depict the representation of women or racial and ethnic minorities at American Tower’s operations in different regions around the globe. At most, pay gap analyses might reflect a different concentration of a particular race or gender in higher paying jobs, however, as further explained below, American Tower has already established numerous programs and practices to ensure that all qualified and interested employees and other applicants can apply for, and be promoted into, jobs that match their respective skills, interests and abilities. We understand that the proposed metrics requested by the proposal may be helpful to stockholders of companies that are earlier in their journey, in order to ensure there are sufficient policies and processes in place to advance diversity, inclusion and pay equity in their workforces or, conversely, to stockholders of companies with employees in the tens of thousands in order to ensure that similar roles are paid fairly. However, we believe that our existing comprehensive approach to DEI efforts is more appropriate for American Tower given the maturity, as well as the smaller size of our employee population, of our internal policies and processes, transparency, actions to date and commitments for action. Furthermore, we believe American Tower’s equity AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 90
STOCKHOLDER PROPOSALS Proposal 5 Stockholder Proposal Regarding Disclosure of Racial and Gender Pay Gaps programs, practices, systems and proactive efforts already go well beyond what the proposal seeks, driving accountability and furthering the goals of the proposed statistics without its many accompanying shortfalls. We are committed to promoting pay equity and job opportunity through a comprehensive approach of Company policies and commitments and specific programs and investments. DEI is a fundamental consideration and value for us in conducting our business. A critical factor in our success is ensuring that DEI remains at the core of our culture to infuse fresh ideas in a dynamic global market. In the spirit of this commitment, we have also issued a Diversity Statement, a Global Human Rights Statement and a CEO Action for Diversity and Inclusion pledge. We have also been recognized for our commitment to our employees and our holistic approach to value creation by being recognized in lists such as: •Forbes America’s Best Employers for Veterans List for 2022; •A Best Company to Work For by U.S. News & World Report for 2023-2024; •Forbes America’s Best Midsize Employers List for 2024; and •Newsweek’s America’s Most Responsible Companies for 2024. Consistent with our goal of promoting equal employment opportunity, we continue to focus on increasing diverse representation at every level of the Company. In 2023, 38% of all employees promoted globally were female, which is greater than the female representation in our global workforce of 30%. Specifically, in the U.S., for 2023, 45% of all employees promoted were female, which is greater than the female representation in our U.S. workforce of 36%. As of December 31, 2023, nearly 40% of management-level positions in the U.S. were also held by women. We are proud of our Leadership Development Program, which provides a recruitment opportunity for business school students, who are able to learn about different aspects of our business through regular rotational assignments. Of our employees who have graduated or are currently enrolled in the Leadership Development Program, beginning with the inception of such program through December 31, 2023, 60% of our hires identified as part of a minority group and 50% identified as female. We have also continued our recruiting efforts in Historically Black Colleges and Universities as well as other recruiting efforts to build a diverse talent pipeline. In early 2022, we adopted the United Nation’s Women’s Empowerment Principles with the goal of promoting gender equality and women’s empowerment in the workplace and larger community, and we facilitated several partnerships, programs and initiatives to enhance opportunities for women leaders. In addition, we enable global employee resource groups, including Women and Allies of American Tower Corporation ("ATC") requestClimb Higher (WAATCH), in our U.S., Latin America and Europe regions, to promote better employee engagement and allyship. Our employee resource groups are open to all employees with the goal of enhancing professional development, connection and collaboration for everyone. We know that developing our managers is critical to our success and the Boardsuccess of Directors createour managers, including our women and minority managers. We provide over 40,000 resources and tools to all levels of management. Our Management Essentials program provides continuous learning opportunities through training led by American Tower leaders. Our annual Accelerated Leadership Development program, in collaboration with the INSEAD executive education program, provides our next-generation leaders in Latin America, Europe, the U.S. and Africa with a standing committeeseven-week intensive workshop to oversee the Company's response to domesticenhance management and international developments in human rights that affect ATC's business. SUPPORTING STATEMENT:
ATC's exposure to conflict in human rights risk is significant as our Company has a strong presence in multiple countries, some of which have a significant risk of human rights violations.
The United Nations Guiding Principles on Business and Human Rights (the "Guiding Principles") approved by the UN Human Rights Council in 2011, note that "Business enterprises may be involved with adverse human rights impacts either through their own activities or as a result of their business relationships with other parties… For the purpose of these Guiding Principles a business enterprise's 'activities' are understood to include both actions and omissions; and its 'business relationships' are understood to include relationships with business partners, entities in its value chain, and any other non-State or State entity directly linked to its business operations, products or services."
None of ATM's current Board Committees has been assigned responsibility for overseeing human rights issues. We believe that the significant risks associated with adverse human rights impacts at ATM warrant specific accountability and responsibility at the Board level.
In our view, the Proposal transcends ordinary business matters, and, therefore, urge shareholders to support it.
leadership skills.
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 8091
STOCKHOLDER PROPOSALS
PROPOSALProposal 5 STOCKHOLDER PROPOSAL REGARDING THE CREATION OF A HUMAN RIGHTS OVERSIGHT COMMITTEE OF THE BOARDStockholder Proposal Regarding Disclosure of Racial and Gender Pay Gaps
| | | | | | | | Board's Statement in Opposition | | The Board of Directors has carefully considered the foregoing stockholder proposal and unanimously recommends that stockholders vote “AGAINST” this proposal for the following reasons: | | The Board already has oversight of the Company’s response to human rights issues through its Nominating Committee.
| | Pursuant to its charter, the Nominating Committee has direct oversight of the Company’s environmental, social and governance policies and practices, including those related to the Company’s corporate social responsibility and environmental sustainability programs, which encompass our initiatives related to social justice and human capital management. As a result, the current governance structure allows for the Board, through the Nominating Committee, to regularly review and assess environmental, social and governance matters, including human rights, and allows management to continue implementing policies to make strides in this area. The formation of a new human rights oversight committee will lead to a duplication of efforts, cause confusion and be an inefficient use of the Company’s resources. | | The Company has appointed a Chief Sustainability Officer who works with other employees to oversee sustainability matters, including human rights. The Chief Sustainability Officer periodically reports to the Nominating Committee on sustainability and the Company’s initiatives related to human capital management and human rights. | | The Company has a number of policies in place that highlight a commitment to human rights matters. | | Respect for human rights is an essential value of the Company and vital to the operation of our global business, as stated in our Global Human Rights Statement which can be found at www.americantower.com/corporate-responsibility/people.html. This Statement is guided by the principles contained within the Universal Declaration of Human Rights, the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises.
| | We seek to avoid infringing on the rights of others and endeavor to address adverse human rights impacts within all the communities in which we conduct our business. Other examples that highlight the Company’s commitment to human rights include the following policies: | | •Diversity Statement
•Vendor Code of Conduct
•Code of Ethics and Business Conduct Policy
•Sanctions Compliance Policy
| | We expect our employees, vendors and other stakeholders to comply with the above policies and share our commitment to respect and promote human rights throughout our business. These documents, except the Sanctions Compliance Policy, are available on our Company website. Additionally, the Company’s employees and other stakeholders around the globe can report any ethics or human rights violations through our anonymous, confidential, third-party hotline. | | The Company reiterates its commitment to human rights in our Sustainability Report. Among other things, the report includes details of initiatives such as diversity, equity and inclusion, social justice, health and safety management, disaster relief, empowerment and education through technology, philanthropic efforts and community engagement. | | For the reasons discussed above, the Board believes this proposal is not in the best interests of the Company or its stockholders. | |
Embedded within the social pillar of our sustainability program, we have global DEI plans that focus on three priorities: People, Culture and Partnerships, and we continue to constantly seek ways to improve our DEI initiatives and efforts to promote equity and equal opportunity.Analyzing pay gaps is not the same thing as promoting pay equity. At American Tower, we regularly conduct internal reviews and analyses to ensure parity with like jobs. As part of this process, we take into consideration factors such as time in job, performance, location and specialized skills, all of which go well beyond what the stockholder proposal seeks. We seek to pay our employees not only fairly, but also competitively in order to attract the best talent. Finally, our approach to DEI does not stop at our employee workforce and management levels. Our commitment to DEI extends to our Board. Our Corporate Governance Guidelines emphasize the Board’s focus on issues of diversity, including diversity categories such as gender, race, ethnicity, national origin, age, sexual orientation and gender identity, as well as diversity and differences in viewpoints and skills. Our Board itself is a diverse group in terms of traditional diversity metrics such as gender, race and national origin, as well as professional background and skills, with five members of our Board identifying as female and three identifying as part of a minority group. Over the last two years, our Compensation Committee has included a shared human capital management goal for our executive team, which focuses on developing talent. We believe American Tower's leaders serve as role models for our diverse and inclusive workforce. Our Board maintains active oversight of the Company’s DEI efforts. Our Board maintains active oversight of, and is deeply committed to, the DEI efforts described above. Our Chief Diversity, Equity and Inclusion Officer (CDEIO), who leads our DEI strategy, was appointed in 2021, reporting directly to our President and CEO. Our CDEIO implements equitable best practices and social change initiatives to advance American Tower’s global footprint and inclusive culture. In 2023, our CDEIO continued to lead our DEI strategy by introducing new initiatives and best practices, including working with each region on inclusion efforts and creating global and regional resources to enhance education and awareness on our culture. We review demographic and other diversity information with our Board annually. Additionally, our Chief Human Resources Officer and CDEIO conduct a semi-annual review of equity considerations in compensation. The results of such reviews are shared with the CEO. The Board is aware that this system has been put in place to ensure equitable practices. For the reasons discussed above, the Board believes this proposal is not in the best interests of the Company or its stockholders and recommends a vote “AGAINST” the proposal. Required Vote Approval of this resolution requires the affirmative vote of a majority of the votes cast by, or on behalf of, stockholders at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” this proposal and have no effect on the results. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 8192
Questions & Answers Q. Why did I receive these proxy materials?
A. You received these materials because you were a stockholder as of March 29, 2021, the record date fixed by the Board, and are, therefore, entitled to receive notice of the Annual Meeting (Notice) and to vote on matters presented at the Annual Meeting, which will be held virtually on May 26, 2021.
Q. Why did I receive a Notice instead of a full set of proxy materials?
A. The SEC allows us to make this Proxy Statement and our Annual Report, which includes a copy of our Form 10-K, available electronically through the internet at www.proxyvote.com. On or about April 14, 2021, we mailed you a Notice containing instructions for accessing this Proxy Statement and our Annual Report and for voting (i.e., submitting your proxy) over the internet. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. If you would like a printed copy of our proxy materials, please follow the instructions for requesting those materials included in the Notice.
Q. When and where is the Annual Meeting being held?
A. The Annual Meeting will be held on Wednesday, May 26, 2021 at 11:00 a.m. Eastern Time. In light of the ongoing COVID-19 pandemic, and as part of our effort to maintain a safe and healthy environment at our Annual Meeting and protect the well-being of our stockholders, we have decided to once again hold the Annual Meeting virtually this year, and as is allowed by applicable law. We are sensitive to the public health and travel concerns our stockholders may have and restrictions and recommendations public health and other governmental officials may issue. Note that the decision to proceed with a virtual-only meeting this year will not mean we will utilize a virtual-only format or any means of remote communication for future Annual Meetings.
Q. How do I attend the Annual Meeting?
A. You will be able to attend the Annual Meeting online through a live audio webcast at www.virtualshareholdermeeting.com/AMT2021. You may log in with your 16-digit control number, included on your notice of internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials (if applicable).
You will be able to vote and submit live questions during the Annual Meeting online at www.virtualshareholdermeeting.com/AMT2021, however, all live questions will be subject to time restrictions and we will do our best to accommodate as many as possible.
Q. What if I have trouble accessing the Annual Meeting virtually?
A. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. We encourage you to access the virtual meeting platform prior to the start time. Please allow ample time for online check-in, which will begin at 10:30 a.m. Eastern Time. If you encounter any difficulties accessing the virtual meeting platform during the check-in time or during the Annual Meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/AMT2021.
Q. Who is entitled to vote at the Annual Meeting?
A. Holders of American Tower’s Common Stock at the close of business on March 29, 2021, the record date fixed by the Board, may vote at the Annual Meeting.
| | | | | | | Q. | Why did I receive these proxy materials? | | | | A. | You received these materials because you were a stockholder as of March 25, 2024, the record date fixed by the Board, and are, therefore, entitled to receive notice of the Annual Meeting (Notice) and to vote on matters presented at the Annual Meeting, which will be held virtually on May 22, 2024. | | | | Q. | Why did I receive a Notice instead of a full set of proxy materials? | | | | A. | The SEC allows us to make this Proxy Statement and our Annual Report, which includes a copy of our Form 10-K, available electronically online at www.proxyvote.com. On or about April 10, 2024, we mailed you a Notice containing instructions for accessing this Proxy Statement and our Annual Report and for voting (i.e., submitting your proxy) online. If you received the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. If you would like a printed copy of our proxy materials, please follow the instructions for requesting those materials included in the Notice. | | | | Q. | When and where is the Annual Meeting being held? | | | | A. | The Annual Meeting will be held on Wednesday, May 22, 2024 at 11:00 a.m. Eastern Time. We will hold the Annual Meeting virtually through a live audio webcast. | | | | Q. | How do I attend the Annual Meeting? | | | | A. | You will be able to attend the Annual Meeting online through a live audio webcast at www.virtualshareholdermeeting.com/AMT2024. You may log in with your 16-digit control number, included on your notice of internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials (if applicable). You will be able to vote and submit live questions during the Annual Meeting online at www.virtualshareholdermeeting.com/AMT2024. While all live questions will be subject to time restrictions, we will do our best to accommodate as many as possible. | | | | Q. | What if I have trouble accessing the Annual Meeting virtually? | | | | A. | The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. We encourage you to access the virtual meeting platform prior to the start time. Please allow ample time for online check-in, which will begin at 10:30 a.m. Eastern Time. If you encounter any difficulties accessing the virtual meeting platform during the check-in time or during the Annual Meeting, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/AMT2024. | | | | Q. | Who is entitled to vote at the Annual Meeting? | | | | A. | Holders of American Tower’s Common Stock at the close of business on March 25, 2024, the record date fixed by the Board, may vote at the Annual Meeting. | | | | Q. | How many votes may I cast? | | | | A. | Each share of Common Stock is entitled to one vote with respect to each matter submitted for vote. On March 25, 2024, there were 466,961,925 shares of Common Stock outstanding and entitled to vote. |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 8293
Q. How many votes may I cast?
A. Each share of Common Stock is entitled to one vote with respect to each of the matters submitted for vote. On March 29, 2021, there were 444,766,640 shares of Common Stock outstanding and entitled to vote.
Q. What constitutes a quorum for the Annual Meeting?
A. The presence, at the Annual Meeting or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding on March 29, 2021 constitutes a quorum for the transaction of business at the Annual Meeting. We will count abstentions and shares held by brokers or nominees who have not received instructions from the beneficial owner (broker non-votes) as present for purposes of determining the presence or absence of a quorum. Attendance at the virtual Annual Meeting will be considered "present."
Q. What items will be voted on at the Annual Meeting, and what is the required vote to approve each item?
A. All stockholders are entitled to vote on the following proposals:
•Proposal 1—To elect to the Board of Directors the twelve nominees named in this Proxy Statement;
•Proposal 2—To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2021;
•Proposal 3—To approve, on an advisory basis, our executive compensation;
•Proposal 4—To consider a stockholder proposal regarding the ownership threshold required to call a special meeting; and
•Proposal 5—To consider a stockholder proposal regarding the creation of a human rights oversight committee of the Board.
To be elected, a Director must receive an affirmative majority of votes cast—i.e., the number of “for” votes must exceed the number of “against” votes. Similarly, each of Proposals 2, 3, 4 and 5 also requires an affirmative majority of the votes cast. We will not count shares that abstain from voting on a particular matter as votes cast “for” or “against” such matter and, therefore, they will have no effect on the outcome of the vote or any of the Proposals.
Although the advisory vote on executive compensation is non-binding, our Compensation Committee will consider and take into account the voting results when making future executive compensation determinations.
Q. Are there other items to be voted on at the Annual Meeting?
A. We do not know of any other matters that may come before the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their best judgment.
Q. How will proxies be voted at the Annual Meeting?
A. If you hold shares through a broker or nominee and do not provide the broker or nominee with specific voting instructions, under the rules that govern brokers or nominees in such circumstances, your broker or nominee will have the discretion to vote such shares on routine matters, but not on non-routine matters. As a result:
•Your broker or nominee will not have the authority to vote such shares with respect to Proposals 1, 3, 4 or 5 because the NYSE rules treat these matters as non-routine. Accordingly, such broker non-votes will have no effect on the outcome of the vote on these proposals. | | | | | | | Q. | What constitutes a quorum for the Annual Meeting? | | | | A. | The presence, at the Annual Meeting or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding on March 25, 2024 constitutes a quorum for the transaction of business at the Annual Meeting. We will count abstentions and shares held by brokers or nominees who have not received instructions from the beneficial owner (broker non-votes) as present for purposes of determining the presence or absence of a quorum. Attendance at the virtual Annual Meeting will be considered “present.” | | | | Q. | What items will be voted on at the Annual Meeting, and what is the required vote to approve each item? | | | | A. | All stockholders are entitled to vote on the following proposals: •Proposal 1—To elect to the Board of Directors the 11 nominees named in this Proxy Statement; •Proposal 2—To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; •Proposal 3—To approve, on an advisory basis, our executive compensation; •Proposal 4—To consider a stockholder proposal, if properly presented, regarding the ownership threshold required to call a special meeting; and •Proposal 5—To consider a stockholder proposal, if properly presented, regarding disclosure of racial and gender pay gaps. To be elected, a Director must receive an affirmative majority of votes cast—i.e., the number of “for” votes must exceed the number of “against” votes. Similarly, each of Proposals 2, 3, 4 and 5 require an affirmative majority of the votes cast. We will not count shares that abstain from voting on a particular matter as votes cast “for” or “against” such matter and, therefore, they will have no effect on the outcome of the vote or any of the Proposals. Although the advisory vote on executive compensation is non-binding, our Compensation Committee will consider and take into account the voting results when making future executive compensation determinations. | | | | Q. | Are there other items to be voted on at the Annual Meeting? | | | | A. | We do not know of any other matters that may come before the Annual Meeting. If any other matters are properly presented at the Annual Meeting, your proxy authorizes the individuals named as proxies to vote, or otherwise act, in accordance with their best judgment. | | | | Q. | How will proxies be voted at the Annual Meeting? | | | | A. | If you hold shares through a broker or nominee and do not provide the broker or nominee with specific voting instructions, under the rules that govern brokers or nominees in such circumstances, your broker or nominee will have the discretion to vote such shares on routine matters, but not on non-routine matters. As a result: •Your broker or nominee will not have the authority to vote such shares with respect to Proposals 1, 3, 4 and 5, because the NYSE rules treat these matters as non-routine. Accordingly, such broker non-votes will have no effect on the outcome of the vote on these proposals. •Your broker or nominee will have the authority to vote such shares with respect to Proposal 2, because that matter is treated as routine under the NYSE rules. Broker non-votes will be counted as present for purposes of determining the presence of a quorum. |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 8394
•Your broker or nominee will have the authority to vote such shares with respect to Proposal 2, because that matter is treated as routine under the NYSE rules.
Broker non-votes will be counted as present for purposes of determining the presence of a quorum.
If you are a registered stockholder and no instructions are indicated on a properly executed proxy card submitted by you, the shares represented by the proxy will be voted FOR each of Proposals 1, 2, 3, 4 and 5 and in accordance with the proxy holder’s judgment for any other matter that may be properly brought before the Annual Meeting, or any adjournments or postponements thereof.
Q. How do I cast a vote?
A. You may vote by any one of the following means:
•By internet. If you received a Notice about the internet availability of proxy materials, you may submit your proxy over the internet by following the instructions on the Notice. If you received a paper copy of a proxy card or voting instruction card by mail, you may submit your proxy over the internet by following the instructions on the proxy card or voting instruction card.
•By telephone. You may submit your vote by telephone by following the instructions on the Notice or proxy card or voting instruction card, if you received such materials by mail.
•By mail. If you received a paper copy of a proxy card or voting instruction card by mail, you may submit your proxy by completing, signing and dating your proxy card or voting instruction card and mailing it in the accompanying self-addressed envelope. No postage is necessary if mailed in the United States.
• At the virtual Annual Meeting. You may vote at the Annual Meeting online at: www.virtualshareholdermeeting.com/AMT2021.
Properly completed and submitted proxy cards and voting instruction cards, as well as proxies properly completed and submitted over the internet prior to the Annual Meeting, will be voted at the Annual Meeting in accordance with the instructions provided, as long as they are received in time for voting and not revoked.
Q. Can I change my mind after Ivote?
A. Yes, you can change your vote at any time before the Annual Meeting. To revoke your proxy, you must:
•file an instrument of revocation with our Secretary, at our principal executive offices: 116 Huntington Avenue, Boston, Massachusetts 02116;
•mail a new proxy card, dated after the date of the proxy you wish to revoke, to our Secretary at our principal executive offices;
•submit a later-dated proxy over the internet, in accordance with the instructions on the internet voting website; or
•attend the Annual Meeting and vote online at www.virtualshareholdermeeting.com/AMT2021. Please see "How do I attend the Annual Meeting?" and "How do I cast a vote?" for more information.
If your proxy is not revoked, we will vote it at the virtual Annual Meeting in accordance with your instructions indicated on the proxy card or voting instruction card or, if submitted over the internet, as indicated on the submission.
Q. Where can I find the voting results after the Annual Meeting?
A. We will announce the preliminary voting results at the Annual Meeting and will report the final voting results in a Current Report on Form 8-K, which we will file with the SEC within four business days after the meeting. | | | | | | | If you are a registered stockholder and no instructions are indicated on a properly executed proxy card submitted by you, the shares represented by the proxy will be voted FOR each of Proposals 1, 2, and 3, AGAINST Proposals 4 and 5, and, in accordance with the proxy holder’s judgment, for any other matter that may be properly brought before the Annual Meeting, or any adjournments or postponements thereof. | | | | Q. | How do I cast a vote? | | | | A. | You may vote by any one of the following means: •By internet. If you received a Notice about the internet availability of proxy materials, you may submit your proxy online by following the instructions on the Notice. If you received a paper copy of a proxy card or voting instruction card by mail, you may submit your proxy online by following the instructions on the proxy card or voting instruction card. •By telephone. You may submit your vote by telephone by following the instructions on the Notice or proxy card or voting instruction card, if you received such materials by mail. •By mail. If you received a paper copy of a proxy card or voting instruction card by mail, you may submit your proxy by completing, signing and dating your proxy card or voting instruction card and mailing it in the accompanying self-addressed envelope. No postage is necessary if mailed in the United States. •At the virtual Annual Meeting. You may vote at the Annual Meeting online at: www.virtualshareholdermeeting.com/AMT2024. Properly completed and submitted proxy cards and voting instruction cards, as well as proxies properly completed and submitted online prior to the Annual Meeting, will be voted at the Annual Meeting in accordance with the instructions provided, as long as they are received in time for voting and not revoked. | | | | Q. | Can I change my mind after I vote? | | | | A. | Yes, you can change your vote at any time before the Annual Meeting. To revoke your proxy, you must: •file an instrument of revocation with our Secretary, at our principal executive offices: 116 Huntington Avenue, Boston, Massachusetts 02116; •mail a new proxy card, dated after the date of the proxy you wish to revoke, to our Secretary at our principal executive offices; •submit a later-dated proxy online, in accordance with the instructions on the internet voting website; or •attend the Annual Meeting and vote online at www.virtualshareholdermeeting.com/AMT2024. Please see “How do I attend the Annual Meeting?” and “How do I cast a vote?” for more information. If your proxy is not revoked, we will vote it at the virtual Annual Meeting in accordance with your instructions indicated on the proxy card or voting instruction card or, if submitted online, as indicated on the submission. | | | | Q. | Where can I find the voting results after the Annual Meeting? | | | | A. | We will announce the preliminary voting results at the Annual Meeting and will report the final voting results in a Current Report on Form 8-K, which we will file with the SEC within four business days after the meeting. | | |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 8495
Q. Who bears the cost of this proxy solicitation?
A. American Tower Corporation bears all proxy solicitation costs. In addition to solicitations by mail, our Board, our officers and our regular employees, without additional remuneration, may solicit proxies by telephone, fax, electronic transmission and personal interviews. We have retained Saratoga Proxy Consulting, LLC to assist in the solicitation of proxies for a fee of $12,500, plus reimbursement of expenses. We will request brokers, banks, custodians and other fiduciaries to forward proxy-soliciting materials to the beneficial owners of Common Stock and will reimburse them for their reasonable out-of-pocket expenses incurred in connection with distributing proxy materials.
Q. What do I need to do now?
A. You should carefully read and consider the information contained in this Proxy Statement. It contains important information about American Tower that you should consider before voting. | | | | | | | Q. | Who bears the cost of this proxy solicitation? | | | | A. | American Tower Corporation bears all proxy solicitation costs. In addition to solicitations by mail, our Board, our executive officers and our regular employees, without additional remuneration, may solicit proxies by telephone, fax, electronic transmission and personal interviews. We will request brokers, banks, custodians and other fiduciaries to forward proxy-soliciting materials to the beneficial owners of Common Stock and will reimburse them for their reasonable out-of-pocket expenses incurred in connection with distributing proxy materials. We have retained Saratoga Proxy Consulting, LLC, a proxy soliciting firm, to assist with the solicitation of proxies for a fee of $15,000 plus fees for any retail stockholder outreach services and reimbursement for out-of-pocket expenses. | | | | Q. | What do I need to do now? | | | | A. | You should carefully read and consider the information contained in this Proxy Statement. It contains important information about American Tower that you should consider before voting. |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 8596
Additional Information Proposals of Stockholders Pursuant to Rule 14a-8 of the Exchange Act (Rule 14a-8), we must receive any stockholder proposal intended to be presented at our 20222025 Annual Meeting of Stockholders by no later than December 15, 2021,11, 2024, if it is to be included in the proxy statement and form of proxy relating to the meeting. Any such proposal must also comply with the other requirements of Rule 14a-8. Under the advance notice provisions in our By-Laws and pursuant to Delaware corporate law, if you want to submit a proposal for the 20222025 Annual Meeting for presentation at the meeting pursuant to Delaware corporate law (as opposed to inclusion in the proxy statement under Rule 14a-8) or intend to nominate a person as a candidate for election to the Board directly, the Secretary must receive the proposal or nomination between January 26, 2022,22, 2025 and the close of business on February 25, 2022,21, 2025, which are 120 days and 90 days, respectively, before the one-year anniversary of the 20212024 Annual Meeting. If the 20222025 Annual Meeting is held more than 30 days before or more than 70 days after the one-year anniversary of the 20212024 Annual Meeting, the Secretary must receive any such proposal or nomination no earlier than the 120th day before the 20222025 Annual Meeting and by the later of the close of business of (a) the 90th day before the 20222025 Annual Meeting;Meeting or (b) the 10th day following the day on which the date of the 20222025 Annual Meeting is first disclosed publicly by the Company. In addition, any proposals must comply with the other requirements of our By-Laws. If you want to present a proposal before the 20222025 Annual Meeting, but do not wish to have it included in the proxy statement and proxy card, you must also give us written notice. Please address such correspondence to: American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Secretary. If the Secretary does not receive your written notice on or before February 25, 2022,24, 2025, then proxies designated by the Board will have discretionary authority to vote on any such proposal. In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of Director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 23, 2025. In the event of a Director nomination pursuant to Rule 14a-19 under the Exchange Act, if the Board determines that the nomination complies with the requirements set forth in Rule 14a-19, applicable law and the By-Laws, the Board shall include such nomination in the corresponding universal proxy card. If the 2025 Annual Meeting is held more than 30 days before the one-year anniversary of the 2024 Annual Meeting, the Secretary must receive your Director solicitations by the later of (a) the 60th day before the 2024 Annual Meeting or (b) the 10th day following the day on which the date of the 2025 Annual Meeting is first disclosed publicly by the Company. Proxy Access Under the proxy access provisions in our By-Laws, if you wish to nominate any person for election to our Board at the 20222025 Annual Meeting, and have your nominee included in the proxy statement, the Secretary must receive your nomination notice between November 15, 2021,11, 2024, which is 150 days before the one-year anniversary of the issuance of this Proxy Statement, and December 15, 2021, 11, 2024, which is 120 days before the one-year anniversary of the issuance of this Proxy Statement. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT 97
ADDITIONAL INFORMATION Householding of Annual Meeting Materials If the 20222025 Annual Meeting is held more than 30 days before or more than 70 days after the one-year anniversary of the 20212024 Annual Meeting, the Secretary must receive your nomination notice by the later of (a) the 120th day before the 20212025 Annual Meeting;Meeting or (b) the 10th day following the day on which the date of the 20222025 Annual Meeting is first disclosed publicly by the Company. Householding of Annual Meeting Materials The SEC has also adopted a “householding” rule, which we have implemented for current and future stockholder communications, that permits us to deliver a single set of proxy materials to a household, even if two or more stockholders live under the same roof or a stockholder has shares registered in multiple accounts. This rule enables us to reduce printing and mailing expenses associated with proxy materials and reduces the amount of duplicative information you might receive. Your consent will continue for as long as you remain a stockholder of the Company, unless you revoke it, whichwhich you may do at any time by writing or calling Broadridge at the following address or phone number: Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717 AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT
86
(800-542-1061) (1-866-540-7095). If you revoke your consent, we will begin sending separate copies within 30 days of receiving your revocation.revocation.
Some banks, brokers and other nominee record holders may participate in the practice of householding notices, proxy statements and annual reports. We will promptly deliver a separate copy of each document to you, if you write or call us at the following address or phone number: American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Investor Relations (617-375-7500). If you wish to receive separate copies of the notice, proxy statement or annual report in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and phone number. Annual Report on Form 10-K If you would like to receive, free of charge, a copy of our Form 10-K for the year ended December 31, 2020—2023—as filed with the SEC, excluding exhibits—please write or call us at the following address or phone number: American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Investor Relations (617-375-7500). | | | | By Order of the Board of Directors, | | Thomas A. BartlettSteven O. Vondran
President and Chief Executive Officer Boston, Massachusetts April 14, 202110, 2024 |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT 8798
Appendix A Definitions, Reconciliations to Measures underUnder GAAP and Calculation of Defined Measures Adjusted EBITDA is defined as net income before income (loss) from equity method investments, income tax benefit (provision), other income (expense), gain (loss) on retirement of long-term obligations, interest expense, interest income, other operating income (expense), including Goodwill impairment, depreciation, amortization and accretion and stock-based compensation expense. The Company believes this measure provides valuable insight into the profitability of its operations while at the same time taking into account the central overhead expenses required to manage its global operations. In addition, it is a widely used performance measure across the telecommunications real estate sector. Adjusted EBITDA Margin is defined as the percentage that results from dividing Adjusted EBITDA by total revenue. Consolidated Adjusted Funds From Operations (Consolidated AFFO) (AFFO) attributable to American Tower Corporation common stockholders (AFFO Attributable) isdefined as Funds From Operations, as defined by the National Association of Real Estate Investment Trusts (Nareit FFO)Nareit FFO attributable to American Tower Corporation common stockholders before (i) straight-line revenue and expense, (ii) stock-based compensation expense, (iii) the deferred portion of income tax and other income tax adjustments, (iv) non-real estate related depreciation, amortization and accretion, (v) amortization of deferred financing costs, capitalizeddebt discounts and premiums and long-term deferred interest charges, (vi) other income (expense), (vii) gain (loss) on retirement of long-term obligations, and (viii) other operating income (expense), less cash payments related to capital improvements and cash payments related to corporate capital expenditures, excluding the impact of noncontrolling interests on both Nareit FFO attributable to American Tower Corporation common stockholders and the other line items included in the calculation of AFFO attributable to American Tower Corporation common stockholders. The Company believes this measure provides valuable insight into the operating performance of its assets by further adjusting the Nareit AFFO attributable to American Tower Corporation common stockholders metric to exclude the factors outlined above, which if unadjusted, may cause material fluctuations in Nareit FFO attributable to American Tower Corporation stockholders growth from period to period that would not be representative of the underlying performance of the Company’s property assets in those periods. In addition, it is a widely used performance measure across the telecommunications real estate sector. The Company believes providing this metric, excluding the impacts of noncontrolling interests, enhances transparency, given the minority interests in its Europe business and its U.S. data center business.
AFFO attributable to American Tower Corporation common stockholders per Share (AFFO Attributable per Share) is defined as AFFO attributable to American Tower Corporation common stockholders divided by the diluted weighted average common shares outstanding. Consolidated Adjusted Funds From Operations (Consolidated AFFO) is defined as Nareit FFO attributable to American Tower Corporation common stockholders before (i) straight-line revenue and expense, (ii) stock-based compensation expense, (iii) the deferred portion of income tax and other income tax adjustments, (iv) non-real estate related depreciation, amortization and accretion, (v) amortization of deferred financing costs, debt discounts and premiums and long-term deferred interest charges, (vi) other income (expense), (vii) gain (loss) on retirement of long-term obligations, (viii) other operating income (expense), and adjustments for (ix) unconsolidated affiliates and (x) noncontrolling interests, less cash payments related to capital improvements and cash payments related to corporate capital expenditures. The Company believes this measure provides valuable insight into the operating performance of its property assets by further adjusting the Nareit FFO attributable to American Tower Corporation common stockholders metric to exclude the factors outlined above, which if unadjusted, may cause material fluctuations in Nareit FFO attributable to American Tower AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT A-1
APPENDIX A Definitions, Reconciliations to Measures Under GAAP and Calculation of Defined Measures Corporation common stockholders growth from period to period that would not be representative of the underlying performance of the Company’s property assets in those periods. In addition, it is a widely used performance measure across the telecommunications real estate sector. Consolidated AFFO per Share is defined as Consolidated AFFO divided by the diluted weighted average common shares outstanding. International Pass-through Revenuepass-through revenue is defined as a portion of the Company’s pass-through revenue the Company records asthat is based on power and fuel expense reimbursements and, therefore, subject to fluctuations in fuel prices. As a result, revenue growth rates may fluctuate depending on the market price for fuel in any given period, which is not representative of the reimbursement of certain operating expenses byCompany’s real estate business and its tenants in several of its international markets. This includes markets in Latin America where the Company primarily passes through ground rent expenses, and in India and South Africa, where the Company primarily passes througheconomic exposure to power and fuel costs. Furthermore, this expense reimbursement mitigates the economic impact associated with fluctuations in operating expenses, such as power and fuel costs and land rents in certain of the Company’s markets. As a result, the Company believes it is appropriate to provide insight into the impact of pass-through revenue on certain revenue growth rates. Nareit FFO Attributable to American Tower Corporation Common Stockholders is defined as net income before gains or losses from the sale or disposal of real estate, real estate related impairment charges, real estate related depreciation, amortization and accretion andless dividends on preferred stock,to noncontrolling interests, and including adjustments for (i) unconsolidated affiliates and (ii) noncontrolling interests. The Company believes this measure provides valuable insight into the operating performance of its property assets by excluding the charges described above, particularly depreciation expenses, given the high initial, up-front capital intensity of the Company’s operating model. In addition, it is a widely used performance measure across the telecommunications real estate sector. Net Debt is defined as total long-term debt, including current portion and finance lease liabilities, less cash and cash equivalents. Net Leverage Ratio is defined as Net Debt divided by the quarter’s annualized Adjusted EBITDA (the quarter’s Adjusted EBITDA multiplied by four). The Company believes that including this calculation is important for investors and analysts given it is a critical component underlying its credit agency ratings. Return on Invested Capital (ROIC) is defined as Adjusted EBITDA less maintenancecapital improvement capital expenditures and corporate capital expenditures and cash taxes, divided by gross property, plant and equipment, intangible assets and goodwill (excluding the impact of recording deferred tax adjustments related to valuation)valuation and goodwill and intangible impairments). Straight-line ground rent expenses for our ground leases are calculated based on the fixed non-cancellable term of the underlying ground lease plus all periods, if any, for which failure to renew the lease imposes an economic penalty to us such that renewal appears, at the inception of the lease, to be reasonably assured. Certain of our tenant leases require us to exercise available renewal options pursuant to the underlying ground lease, if the tenant exercises its renewal option. For towers with these types of tenant leases at the inception of the ground lease, we calculate our straight-line ground rent over the term of the ground lease, including all renewal options required to fulfill the tenant lease obligation. Straight-line revenues are recognized, under GAAP, over the term of the contract for certain of its tenant leases. Due to the Company’s significant base of non-cancellable, long-term tenant leases, this can result in significant fluctuations in growth rates upon tenant lease signings and renewals (typically increases), when amounts billed or received upfront upon these events are initially deferred. These signings and renewals are only a portion of the Company’s underlying business growth and can distort the underlying performance of our Tenant Billings Growth. As a result, the Company believes that it is appropriate to provide insight into the impact of straight-line revenue on certain growth rates in revenue and select other measures. Tenant Billings is defined as revenue generated from non-cancellable long-term tenant leases. Revenue from Tenant Billings reflects several key aspects of the Company’s real estate business: (i) “colocations/amendments” reflects new tenant leases for space on existing sites and amendments to existing leases to AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT A-2
APPENDIX A Definitions, Reconciliations to Measures Under GAAP and Calculation of Defined Measures add additional tenant equipment; (ii) “escalations” reflects contractual increases in billing rates, which are typically tied to fixed percentages or a variable percentage based on a consumer price index; (iii) “cancellations” reflects the impact of tenant lease terminations or non-renewals or, in limited circumstances, when the lease rates on existing leases are reduced; and (iv) “new sites” reflects the impact of new property construction and acquisitions. Tenant Billings Growth is defined as an increase or decrease resulting from a comparison of Tenant Billings for a current period with Tenant Billings for the corresponding prior-year period, in each case adjusted for foreign currency exchange rate fluctuations. The Company believes this measure provides valuable insight into the growth in recurring Tenant Billings and underlying demand for its real estate portfolio. For more information regarding these measures, see “Non-GAAP Financial Measures” under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K. AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT A-1A-3
APPENDIX A ReconciliationReconciliations to Historical Results
Reconciliations to Historical Results ($ in millions, except per share amounts. Totals may not add due to rounding.) | | Reconciliation of Net Income to Adjusted EBITDA | Reconciliation of Net Income to Adjusted EBITDA | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018(1) | 2019 | 2020 | Reconciliation of Net Income to Adjusted EBITDA | 2013 | 2014 | 2015 | 2016 | 2017 | 2018(1) | 2019 | 2020 | 2021 | 2022 | 2023 | | Net income | Net income | $ | 374 | | $ | 382 | | $ | 594 | | $ | 482 | | $ | 803 | | $ | 672 | | $ | 970 | | $ | 1,225 | | $ | 1,265 | | $ | 1,917 | | $ | 1,692 | | | Income from discontinued operations, net | (0) | — | | Income from continuing operations | $ | 374 | | $ | 382 | | $ | 594 | | $ | 482 | | $ | 803 | | $ | 672 | | $ | 970 | | $ | 1,225 | | $ | 1,265 | | $ | 1,917 | | $ | 1,692 | | | Income from equity method investments | (0) | — | | Income tax provision (benefit) | Income tax provision (benefit) | 182 | 125 | 107 | 60 | 63 | 158 | 156 | 31 | (110) | (0) | 130 | Income tax provision (benefit) | 60 | 63 | 158 | 156 | 31 | (110) | (0) | 130 | 262 | 24 | 154 | | Other (income) expense | (0) | 123 | 38 | 207 | 62 | 135 | 48 | (31) | (24) | (18) | 241 | | Other expense (income) | | Other expense (income) | 207 | 62 | 135 | 48 | (31) | (24) | (18) | 241 | (566) | (434) | 249 | | Loss (gain) on retirement of long-term obligations | Loss (gain) on retirement of long-term obligations | 2 | — | 0 | 39 | 3 | 80 | (1) | 70 | 3 | 22 | 72 | Loss (gain) on retirement of long-term obligations | 39 | 3 | 80 | (1) | 70 | 3 | 22 | 72 | 38 | 0 | | Interest expense | Interest expense | 246 | 312 | 402 | 458 | 580 | 596 | 717 | 750 | 826 | 814 | 794 | Interest expense | 458 | 580 | 596 | 717 | 750 | 826 | 814 | 794 | 871 | 1,137 | 1,398 | | Interest income | Interest income | (5) | (7) | (8) | (10) | (14) | (16) | (26) | (35) | (55) | (47) | (40) | Interest income | (10) | (14) | (16) | (26) | (35) | (55) | (47) | (40) | (72) | (143) | | Other operating expenses | Other operating expenses | 36 | 58 | 62 | 72 | 69 | 67 | 73 | 256 | 513 | 166 | 266 | Other operating expenses | 72 | 69 | 67 | 73 | 256 | 513 | 166 | 266 | 399 | 768 | 378 | Goodwill impairment(2) | | Goodwill impairment(2) | — | 402 | | Depreciation, amortization and accretion | Depreciation, amortization and accretion | 461 | 556 | 644 | 800 | 1,004 | 1,285 | 1,526 | 1,716 | 2,111 | 1,778 | 1,882 | Depreciation, amortization and accretion | 800 | 1,004 | 1,285 | 1,526 | 1,716 | 2,111 | 1,778 | 1,882 | 2,333 | 3,355 | 3,087 | | Stock-based compensation expense | Stock-based compensation expense | 53 | 47 | 52 | 68 | 80 | 91 | 90 | 109 | 138 | 111 | 121 | Stock-based compensation expense | 68 | 80 | 91 | 90 | 109 | 138 | 111 | 121 | 120 | 169 | 196 | | ADJUSTED EBITDA | ADJUSTED EBITDA | $ | 1,348 | $ | 1,595 | $ | 1,892 | $ | 2,176 | $ | 2,650 | $ | 3,067 | $ | 3,553 | $ | 4,090 | $ | 4,667 | $ | 4,745 | $ | 5,156 | | Consolidated AFFO Reconciliation(1) | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018(2) | 2019 | 2020 | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | | AFFO Reconciliation | | 2013 | 2014 | 2015 | 2016 | 2017 | 2018(1) | 2019 | 2020 | 2021 | 2022 | 2023 | | Adjusted EBITDA (from above) | Adjusted EBITDA (from above) | $ | 1,348 | | $ | 1,595 | | $ | 1,892 | | $ | 2,176 | | $ | 2,650 | | $ | 3,067 | | $ | 3,553 | | $ | 4,090 | | $ | 4,667 | | $ | 4,745 | | $ | 5,156 | | | Straight-line revenue | Straight-line revenue | (105) | (144) | (166) | (148) | (124) | (155) | (132) | (194) | (88) | (184) | (322) | Straight-line revenue | (148) | (124) | (155) | (132) | (194) | (88) | (184) | (322) | (466) | (500) | (472) | | Straight-line expense | Straight-line expense | 22 | 31 | 34 | 30 | 38 | 56 | 68 | 62 | 58 | 44 | 52 | Straight-line expense | 30 | 38 | 56 | 68 | 62 | 58 | 44 | 52 | 53 | 40 | 30 | | Cash interest | (238) | (301) | (381) | (435) | (572) | (573) | (694) | (723) | (807) | (800) | (824) | Cash interest(3) | | Cash interest(3) | (435) | (572) | (573) | (694) | (723) | (807) | (800) | (824) | (831) | (1,089) | (1,348) | | Interest income | Interest income | 5 | 7 | 8 | 10 | 14 | 16 | 26 | 35 | 55 | 47 | 40 | Interest income | 10 | 14 | 16 | 26 | 35 | 55 | 47 | 40 | 72 | 143 | Cash paid for income taxes(3) | (36) | (54) | (69) | (52) | (69) | (64) | (96) | (137) | (164) | (147) | (146) | Cash paid for income taxes(4) | | Cash paid for income taxes(4) | (52) | (69) | (64) | (96) | (137) | (164) | (147) | (146) | (225) | (274) | (307) | | Dividends on preferred stock | Dividends on preferred stock | — | | — | | — | | — | | (24) | | (90) | | (107) | | (87) | | (9) | | — | | — | | | Dividend to noncontrolling interest | — | | — | | — | | — | | — | | — | | — | | (13) | | (14) | | (13) | | (8) | | | Dividends to noncontrolling interests | | | Capital improvement capital expenditures | Capital improvement capital expenditures | (31) | (61) | (75) | (81) | (75) | (90) | (110) | (114) | (150) | (160) | (150) | Capital improvement capital expenditures | (81) | (75) | (90) | (110) | (114) | (150) | (160) | (150) | (170) | (176) | (201) | | Corporate capital expenditures | Corporate capital expenditures | (12) | (19) | (20) | (30) | (24) | (16) | (17) | (9) | (11) | (9) | Corporate capital expenditures | (30) | (24) | (16) | (17) | (9) | (11) | (9) | (8) | (9) | (16) | | Consolidated AFFO | Consolidated AFFO | $ | 953 | | $ | 1,055 | | $ | 1,223 | | $ | 1,470 | | $ | 1,815 | | $ | 2,150 | | $ | 2,490 | | $ | 2,902 | | $ | 3,539 | | $ | 3,521 | | $ | 3,788 | | | Adjustments for noncontrolling interests | | Adjustments for noncontrolling interests | (30) | (24) | (34) | (90) | (147) | (349) | (79) | (25) | (97) | (168) | (167) | | AFFO Attributable to Common Stockholders | | | Divided by: Weighted Average Diluted Shares | Divided by: Weighted Average Diluted Shares | 404.1 | 400.2 | 399.6 | 399.1 | 400.1 | 423.0 | 429.3 | 431.7 | 443.0 | 445.5 | 446.1 | Divided by: Weighted Average Diluted Shares | 399.1 | 400.1 | 423.0 | 429.3 | 431.7 | 443.0 | 445.5 | 446.1 | 453.3 | 462.8 | 467.2 | | Consolidated AFFO Per Share | $ | 2.36 | | $ | 2.64 | | $ | 3.06 | | $ | 3.68 | | $ | 4.54 | | $ | 5.08 | | $ | 5.80 | | $ | 6.72 | | $ | 7.99 | | $ | 7.90 | | $ | 8.49 | | | Consolidated AFFO per Share | | | AFFO Attributable to Common Stockholders per Share | | |
(1)Consolidated AFFO excludes start-up related capital spending in 2012-2020. (2)These results are inclusive ofinclude the positive impacts of the Company’s settlement with Tata.Tata in Q4 2018.
(2)Full year 2023 includes impairment charges of an aggregate of $402 million for the India and Spain reporting units. AMERICAN TOWER CORPORATION 2024 PROXY STATEMENT A-4
APPENDIX A Reconciliations to Historical Results (3)In Q2 2019, the Company made a capitalized interest payment of approximately $14 million associated with the purchase of the shareholder loan previously held by its joint venture partner in Ghana. In Q1 2020, the Company made a capitalized interest payment of approximately $63 million associated with the acquisition of MTN Group Limited’s redeemable noncontrolling interests in each of its joint ventures in Ghana and Uganda. In each case, the deferred interest was previously expensed but excluded from Consolidated AFFOAFFO. (4)In 2015, the Company incurred charges in connection with certain tax elections wherein MIP Tower Holdings LLC, parent company to Global Tower Partners (GTP), would no longer operate as a separate REIT for 2015 excludes one-time cashfederal and state income tax charge incurredpurposes. The Company finalized a settlement related to this tax election during the third quarter of 2015, as we doyear ended December 31, 2022. The Company believes that these related transactions are nonrecurring, and does not believe it is an indication of its operating performance. Accordingly, the Company believes it is more meaningful to present Consolidated AFFO excluding these amounts. AMERICAN TOWER CORPORATION 2021 PROXY STATEMENT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Return on Invested Capital(5) | 2013(6) | 2014 | 2015(6) | 2016(6) | 2017(7) | 2018(7)(8) | 2019(7) | 2020(7) | 2021(7) | 2022(7) | 2023 | | Adjusted EBITDA | $ | 2,401 | | $ | 2,650 | | $ | 3,206 | | $ | 3,743 | | $ | 4,149 | | $ | 4,725 | | $ | 4,917 | | $ | 5,280 | | $ | 6,477 | | $ | 6,647 | | $ | 7,087 | | | Cash taxes | (114) | | (69) | | (107) | | (98) | | (137) | | (172) | | (168) | | (146) | | (225) | | (274) | | (307) | | | Capital improvement capital expenditures | (81) | | (75) | | (124) | | (159) | | (115) | | (150) | | (160) | | (150) | | (191) | | (176) | | (201) | | | Corporate capital expenditures | (23) | | (24) | | (26) | | (27) | | (17) | | (9) | | (11) | | (9) | | (8) | | (9) | | (16) | | | Numerator | $ | 2,183 | | $ | 2,482 | | $ | 2,948 | | $ | 3,459 | | $ | 3,880 | | $ | 4,394 | | $ | 4,579 | | $ | 4,974 | | $ | 6,053 | | $ | 6,187 | | $ | 6,563 | | | Gross property and equipment | $ | 10,844 | | $ | 11,659 | | $ | 14,397 | | $ | 15,652 | | $ | 16,950 | | $ | 17,717 | | $ | 19,326 | | $ | 20,672 | | $ | 28,404 | | $ | 29,877 | | $ | 30,908 | | | Gross intangibles | 8,471 | | 9,172 | | 12,671 | | 14,795 | | 16,183 | | 16,323 | | 18,474 | | 20,734 | | 28,654 | | 27,870 | | 27,529 | | Gross goodwill(9) | 3,928 | | 4,180 | | 4,240 | | 4,363 | | 4,879 | | 4,797 | | 5,492 | | 6,600 | | 12,690 | | 12,372 | | 12,458 | | | Denominator | $ | 23,243 | | $ | 25,011 | | $ | 31,308 | | $ | 34,809 | | $ | 38,012 | | $ | 38,837 | | $ | 43,292 | | $ | 48,006 | | $ | 69,747 | | $ | 70,119 | | $ | 70,895 | | | ROIC | 9.4 | % | 9.9 | % | 9.4 | % | 9.9 | % | 10.2 | % | 11.3 | % | 10.6 | % | 10.4 | % | 8.7 | % | 8.8 | % | 9.3 | % |
A-2
APPENDIX A
Reconciliation to Historical Results
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Return on Invested Capital(4) | 2010 | 2011 | 2012 | 2013(5) | 2014 | 2015(5) | 2016(5) | 2017(6) | 2018(6)(7) | 2019(6) | 2020(6) | | Adjusted EBITDA | $ | 1,348 | | $ | 1,595 | | $ | 1,892 | | $ | 2,401 | | $ | 2,650 | | $ | 3,206 | | $ | 3,743 | | $ | 4,149 | | $ | 4,725 | | $ | 4,917 | | $ | 5,280 | | | Cash Taxes | (36) | (54) | (69) | (114) | (69) | (107) | (98) | (137) | (172) | (168) | (146) | | Maintenance capital expenditures | (31) | (61) | (75) | (81) | (75) | (124) | (159) | (115) | (150) | (160) | (150) | | Corporate capital expenditures | (12) | (19) | (20) | (23) | (24) | (26) | (27) | (17) | (9) | (11) | (9) | | Numerator | $ | 1,268 | | $ | 1,462 | | $ | 1,728 | | $ | 2,183 | | $ | 2,482 | | $ | 2,948 | | $ | 3,459 | | $ | 3,880 | | $ | 4,394 | | $ | 4,579 | | $ | 4,974 | | | Gross property and equipment | $ | 6,376 | | $ | 7,889 | | $ | 9,047 | | $ | 10,844 | | $ | 11,659 | | $ | 14,397 | | $ | 15,652 | | $ | 16,950 | | $ | 17,717 | | $ | 19,326 | | $ | 20,672 | | | Gross intangibles | 3,213 | 3,978 | 4,892 | 8,471 | 9,172 | 12,671 | 14,795 | 16,183 | 16,323 | 18,474 | 20,734 | Gross goodwill(8) | 2,660 | 2,824 | 2,991 | 3,928 | 4,180 | 4,240 | 4,363 | 4,879 | 4,797 | 5,492 | 6,600 | | Denominator | $ | 12,249 | $ | 14,691 | $ | 16,930 | $ | 23,243 | $ | 25,011 | $ | 31,308 | $ | 34,809 | $ | 38,012 | $ | 38,837 | $ | 43,292 | $ | 48,006 | | ROIC | 10.4 | % | 10.0 | % | 10.2 | % | 9.4 | % | 9.9 | % | 9.4 | % | 9.9 | % | 10.2 | % | 11.3 | % | 10.6 | % | 10.4 | % |
(4)(5)Historical denominator balances reflect purchase accounting adjustments.
(5)(6)2013 reflects Q4 2013 annualized numbers to account for full-year impact of GTP transaction, 2015 reflects Q4 2015 annualized numbers to account for full-year impact of Verizon transaction and 2016 reflects Q4 2016 annualized numbers to account for full-year impact of Viom transaction.
(6)(7)Adjusted to annualize impacts of acquisitions closed throughout the year.
(7)(8)Positively impacted by the Company'sCompany’s settlement with Tata in Q4 2018.
(8)(9)Excludes the impact of deferred tax adjustments related to valuation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Property Revenue Excluding Pass-Through | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | | Property revenue | $ | 1,936 | | $ | 2,386 | | $ | 2,803 | | $ | 3,287 | | $ | 4,007 | | $ | 4,680 | | $ | 5,713 | | $ | 6,566 | | $ | 7,315 | | $ | 7,465 | | $ | 7,954 | | | Pass-through revenue | (100) | (176) | (229) | (296) | (363) | (423) | (739) | (918) | (952) | (994) | (1,010) | | | Property revenue excluding pass-through revenue | $ | 1,836 | | $ | 2,210 | | $ | 2,574 | | $ | 2,991 | | $ | 3,644 | | $ | 4,257 | | $ | 4,975 | | $ | 5,648 | | $ | 6,363 | | $ | 6,471 | | $ | 6,943 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Property Revenue Excluding Pass-Through | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | | Property revenue | $ | 3,287 | | $ | 4,007 | | $ | 4,680 | | $ | 5,713 | | $ | 6,566 | | $ | 7,315 | | $ | 7,465 | | $ | 7,954 | | $ | 9,110 | | $ | 10,470 | | $ | 11,001 | | | Pass-through revenue | (296) | (363) | (423) | (739) | (918) | (952) | (994) | (1,010) | (1,292) | | (1,553) | | (1,600) | | | Property revenue excluding pass-through revenue | $ | 2,991 | | $ | 3,644 | | $ | 4,257 | | $ | 4,975 | | $ | 5,648 | | $ | 6,363 | | $ | 6,471 | | $ | 6,943 | | $ | 7,818 | | $ | 8,917 | | $ | 9,401 | |
| | | | | | | Net Leverage Ratio | 4Q204Q23 | | Total debt | $ | 29,287 38,922 | | | Cash and cash equivalents | 1,746 1,973 | | | Net debt | $36,948 | | 27,541 | | The quarter’s annualized (LQA) Adjusted EBITDA | $7,043 | | 5,502 | | LQA Net Leverage Ratio | 5.0 5.2 | x |
| | | | | | | | | | Adjusted EBITDA Cash Margin | 2022 | 2023 | | Adjusted EBITDA less net Straight-Line | $ | 6,184 | | $ | 6,645 | | | Divided by: Total Revenue less Straight-Line | 10,211 | | 10,672 | | | Adjusted EBITDA Cash Margin | 60.6 | % | 62.3 | % |
AMERICAN TOWER CORPORATION 2021 2024 PROXY STATEMENT A-3A-5
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