UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
(Amendment No. )
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Dear Stockholder:
April 12, 2023
It is my pleasure to invite you to American Tower Corporation’s 2023 Annual Meeting of Stockholders on Wednesday, May 24, 2023 at 11:00 a.m. Eastern Time. We will hold the Annual Meeting virtually through a live audio webcast. You will be able to attend the meeting by visiting www.virtualshareholdermeeting.com/AMT2023. Please follow the instructions in this Proxy Statement to join the virtual Annual Meeting.
Included with this letter are the official notice of meeting; the Proxy Statement, which describes in detail the matters to be discussed and voted on at the meeting; and the form of proxy.
Your vote is important. You may vote your shares over the internet; by telephone; by mail, if you received a paper copy of the proxy materials and follow the instructions on the proxy card or voting instruction card; or at the virtual meeting. If you vote by proxy prior to the meeting, you may withdraw your proxy and vote at the virtual meeting, if you wish to do so. Whether or not you plan to attend the meeting, I urge you to vote as soon as possible to ensure your shares will be represented at the meeting.
On behalf of the management team and your Board of Directors, I thank you for your continued support.
Sincerely,
Thomas A. Bartlett
President and Chief Executive Officer
Letter From the Independent Chairperson of the Board
April 12, 2023
Dear Fellow Stockholders,
It is a privilege to serve as the Chairperson of the Board, working with discerning and dedicated colleagues and a committed management team. As directors, one of our key roles is to guide the management team in developing and executing a strategy that creates long-term stockholder value. Through Tom Bartlett’s leadership, we are advancing our Stand and Deliver strategy by focusing on five Key Objectives. The Board and management continually engage in a constructive dialogue on progress made toward these Key Objectives, which have taken root across the global organization to keep the teams focused on the path of value creation. Below are a few highlights of several of these objectives.
Be the Most Trusted, Strategic Partner for Our Customers
In the face of macroeconomic uncertainty throughout 2022, the Company signed new long-term lease agreements in the United States and Africa, leveraging our industry leading assets and capabilities to deliver mutually beneficial outcomes for American Tower and our key customers. We also continue to expand and invest in our communications infrastructure assets portfolio with a focus on driving operational efficiencies across the business, benefiting our global customers as they invest in their networks to meet increasing demand for mobile usage and connectivity. Finally, through our greenhouse gas (GHG) emissions reduction targets and significant investments made in onsite renewable energy generation and sophisticated energy storage solutions, we are helping our customers meet their own GHG emissions reduction commitments.
Position the Teams for the Future
As a testament to our commitment to talent development and diversity, equity and inclusion (DEI), in 2022, our Compensation Committee tied executive compensation to an ESG scorecard, which included a human capital management goal targeted at developing talent, with special focus on underrepresented groups. Recruiting, developing, empowering and retaining diverse employees is fundamental to our success and we were thrilled with the internal promotion of Ruth Dowling to our executive team. We continue to strive to
increase diversity in leadership positions. In fact, in 2022, 35% of all employees promoted globally were female and 26% of employees promoted in the United States were from underrepresented groups. We also offer a Power of Choice program for our U.S. employees in underrepresented groups who are considered emerging leaders, which is designed to support these employees through a career path journey. DEI training has been a key part of our onboarding, general employee and management/leadership development programs for more than a decade, and we continue to look for ways to improve the impact of our programs, such as through regional diversity councils and listening sessions.
Grow and Maintain a Healthy Cultural Foundation
In May 2022, I had the incredible opportunity to represent American Tower at the World Economic Forum and promote our Digital Communities initiative. Digital Communities are digitally connected spaces in underserved communities equipped with technology that provide instructor-led or self-guided digital literacy and youth education instruction, financial literacy, career skill building and healthcare services to improve the quality of life of community members. Through this initiative, American Tower convenes corporate, government and nonprofit partners and works with community leaders within our global footprint to provide the digital infrastructure that delivers meaningful social programs to communities and makes vital digital technology sector benefits more accessible. To date, we have enhanced the lives of more than 335,000 people across 15 countries, and with cross-sectoral partnerships and collaboration, we can make an even greater impact.
As a Board, we are deeply committed to diversity in skills as well as thought. I’m proud that, for over a decade, we have been a leader in board diversity, as evidenced by our current membership, which comprises five women and four individuals who identify as part of a racial or ethnic minority group. We seek to balance the board's long-serving directors, who provide important institutional knowledge and experience, with newer directors, who bring fresh perspectives to deliberations as well as meet our ideal director composition skill set.
Finally, I would like to thank one of our longest serving directors, David Sharbutt, for his exemplary service, insights and contributions.
Thank you for your continued support of our Company. We look forward to engaging with you—our stockholders—on a collaborative mission to build a more connected world.
Sincerely,
Pamela D. A. Reeve
Independent Chairperson of the Board
Notice of 2023 Annual Meeting of Stockholders
Date: | Time: | Live Audio Webcast at: | Record Date: | ||||||||||||||
| Wednesday, May 24, 2023 | 11:00 a.m. Eastern Time | www.virtualshareholdermeeting.com/AMT2023 | March 27, 2023 | ||||||||||||||
At the Annual Meeting you will be asked to: | |||||||||||||||||
Proposal 1 | Elect each of the 12 Directors for the ensuing year or until his or her successor is elected and qualified; | ||||||||||||||||
Proposal 2 | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2023; | ||||||||||||||||
Proposal 3 | Approve, on an advisory basis, our executive compensation; | ||||||||||||||||
| Proposal 4 | Vote, on an advisory basis, on the frequency with which we will hold a stockholder advisory vote on executive compensation; and | ||||||||||||||||
Transact such other business as may properly come before the meeting or any adjournments or postponements thereof. | |||||||||||||||||
HOW YOU MAY VOTE
You may vote if you were a stockholder of record on March 27, 2023, the record date fixed by the Board of Directors. To ensure your shares are represented at the meeting, please vote as soon as possible by one of the following methods:
| Online | By Telephone | By Mail | At the Virtual Meeting | ||||||||||||||||||||
 |  |  |  | ||||||||||||||||||||
For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 86 of this Proxy Statement.
ATTENDING THE MEETING
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 will hold the Annual Meeting virtually through a live audio webcast.
Live Audio Webcast | ||
•You will be able to attend the Annual Meeting online through a live audio webcast at www.virtualshareholdermeeting.com/AMT2023. You may log in with your 16-digit control number, included on your notice of internet availability of the proxy materials, on your proxy card, or on the instructions that accompanied your proxy materials (if applicable). For more information, please see “How do I attend the Annual Meeting?” in the “Questions & Answers” section beginning on page 86 of this Proxy Statement. •The Annual Meeting will begin at approximately 11:00 a.m. Eastern Time, with registration beginning at 10:30 a.m., on Wednesday, May 24, 2023. •You will be able to vote and submit live questions during the Annual Meeting at: www.virtualshareholdermeeting.com/AMT2023. | ||
By order of the Board of Directors,
Ruth T. Dowling
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary
Boston, Massachusetts
April 12, 2023
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
Whether or not you expect to attend the virtual Annual Meeting, please vote as soon as possible to ensure the representation of your shares at the Annual Meeting. You may vote your shares online, by telephone, by mail (as applicable) by following the instructions on the proxy card or voting instruction card, or at the virtual meeting.
Materials will be made available on or about April 12, 2023.
Table of Contents
Executive Compensation Tables | ||||||||
Proxy Statement Summary
The following pages provide a summary of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before submitting your vote.
Proposals To Be Voted On
PROPOSAL 1 | Election of Directors |  The Board of Directors unanimously recommends that you vote FOR the election of each of the 12 Director nominees. (see page 12) | ||||||||||||
PROPOSAL 2 | Ratification of Independent Accountant | The Board of Directors unanimously recommends that you vote FOR this proposal. (see page 45) | ||||||||||||
PROPOSAL 3 | Advisory Vote on Executive Compensation | The Board of Directors unanimously recommends that you vote FOR this proposal. (see page 48) | ||||||||||||
PROPOSAL 4 | Advisory Vote on Frequency of Executive Compensation | The Board of Directors unanimously recommends that you vote for the option of ONE YEAR for this proposal. (see page 50) | ||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
American Tower’s Strategy and Vision
To strategically partner with our customers to strengthen our global leadership position as an owner, operator and developer of multitenant, neutral-host digital infrastructure—deploying our capital to add scale to our core business, selectively extending our product platform, developing our talent and creating a sustainable culture that both drives returns for our stockholders and bridges the digital divide.
American Tower’s Key Objectives Support our Vision of “Building a More Connected World.”
 | SCALE THE CORE | Leverage our platform and invest in portfolio growth to maximize core performance and shareholder returns | ||||||
 | BE THE MOST TRUSTED, STRATEGIC PARTNER FOR OUR CUSTOMERS | Enhance our customer relationships through a focus on shared value creation, both throughout our businesses and the wireless industry | ||||||
 | ACCELERATE PLATFORM EXTENSIONS | Scale power-as-a-service initiatives and execute on emerging growth opportunities adjacent to our core business | ||||||
 | POSITION THE TEAMS FOR THE FUTURE | Continue to invest in our talent and empower our employees to lead as the mobile broadband industry evolves | ||||||
 | GROW AND MAINTAIN A HEALTHY CULTURAL FOUNDATION | Create a global community that is inclusive, equitable and diverse, both within American Tower and the communities we serve | ||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Company Overview
American Tower (the Company) is a leading independent owner, operator and developer of wireless and broadcast communications real estate. As of December 31, 2022, our global portfolio includes nearly 225,000 communications sites. Over 43,000 of American Tower’s communications sites are in the U.S. and Canada and over 181,000 communications sites, as well as certain other property interests, are located internationally. Our business model allows for multiple customers to each lease vertical space on a tower for communications equipment, creating a recurring long-term revenue stream. We also provide customized solutions through our (a) in-building systems, (b) outdoor distributed antenna systems and other right-of-way options, (c) managed rooftops and (d) services that speed network deployment. Additionally, our portfolio of communications infrastructure assets includes (i) urban telecommunications assets, including fiber, in several of our international regions, (ii) other property interests in Australia, Canada, New Zealand and the U.S. and (iii) 28 data center facilities across 10 U.S. markets.
2022 Business Highlights
| NEW SITES BUILT OR ACQUIRED | KEY FINANCIAL RESULTS(1) •Grew total revenue by approximately 14.5% to $10.71 billion, grew property revenue(2) by approximately 14.9% to $10.47 billion, net income decreased by approximately 33.9% to $1.70 billion, and grew Adjusted EBITDA(2) by approximately 11.1% to $6.64 billion; •Achieved Total Tenant Billings Growth of 6.9%; •Declared over $2.7 billion in cash dividends to common stockholders; •Deployed more than $1.9 billion of capital in 2022, with the majority of spending on growth-oriented, discretionary investments; •AFFO attributable to AMT common stockholders per Share (AFFO Attributable per Share)(3) for the full year was $9.76 and ROIC(3) as of the end of the year was 8.8%; •Maintained our investment-grade credit rating and de-levered our balance sheet, ending the year with a Net Leverage Ratio of 5.4x; and •Acquired or built a net of over 4,600 communications sites(i) across multiple markets. (1)Adjusted EBITDA, AFFO Attributable to AMT common stockholders, 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. For the total property revenue performance metric, pass-through revenue is excluded. (3)Performance metric under the long-term incentive program. | |||||||||||||
4,600+ Net New Sites Added(i) | ||||||||||||||
| TOTAL PROPERTY REVENUE INCREASED | ||||||||||||||
 | 14.9% | |||||||||||||
to $10.47 billion | ||||||||||||||
| ADJUSTED EBITDA INCREASED | ||||||||||||||
| 11.1% | |||||||||||||
to $6.64 billion | ||||||||||||||
| AFFO ATTRIBUTABLE TO AMT COMMON STOCKHOLDERS INCREASED | ||||||||||||||
| 5.6% | |||||||||||||
to $4.52 billion | ||||||||||||||
(i)Sites built or acquired in 2022, net of churn and/or decommissioning.
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
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 Mr. Sharbutt, each incumbent Director is standing for re-election at the Annual Meeting. You are being asked to vote on the election of 12 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 13.
 |  |  |  |  | ||||||||||||||||
THOMAS A. BARTLETT*, 64 President and CEO, American Tower Corporation Director Since: 2020 Other Public Company Boards: None Committee Memberships: None | KELLY C. CHAMBLISS, 52 SVP and Chief Operating Officer, IBM Consulting Director Since: 2022 Other Public Company Boards: None Committee Memberships:  | TERESA H. CLARKE, 60 Chair and CEO, Africa.com LLC Director Since: 2021 Other Public Company Boards: Arthur J. Gallagher & Co. Committee Memberships:  | RAYMOND P. DOLAN, 65 Chairman and CEO, Cohere Technologies, Inc. Director Since: 2003 Other Public Company Boards: None Committee Memberships: | KENNETH R. FRANK, 55 Partner, Banneker Partners Director Since: 2021 Other Public Company Boards: None Committee Memberships: | ||||||||||||||||
 |  |  |  |  | ||||||||||||||||
ROBERT D. HORMATS, 79 Advisor, Tiedemann Advisors Director Since: 2015 Other Public Company Boards: None Committee Memberships:  | GRACE D. LIEBLEIN, 62 Former VP, Global Quality, General Motors Director Since: 2017 Other Public Company Boards: Honeywell International, Inc. Committee Memberships: | CRAIG MACNAB, 67 Former CEO and Chairman, National Retail Properties, Inc. Director Since: 2014 Other Public Company Boards: VICI Properties, Inc. Committee Memberships:  | JOANN A. REED, 67 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, 73 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 | ||||||||||||||||||||
BRUCE L. TANNER, 64 Former EVP and CFO, Lockheed Martin Corporation Director Since: 2019 Other Public Company Boards: Truist Financial Corporation Committee Memberships: | SAMME L. THOMPSON, 77 President, Telit Associates, Inc. Director Since: 2005 Other Public Company Boards: None Committee Memberships: | |||||||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
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 | l | ||||||||||||||||||||||||||||||
| Be the Most Trusted, Strategic Partner for Our Customers | Thought Leadership and/or Public Policy Experience | l | 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 | l | ||||||||||||||||||||||||||||||||||
| Position the Teams for the Future | Operational and Management Experience | l | 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 | l | ||||||||||||||||||||||||||||||
 | Financial Literacy | Finance/Capital Allocation Experience or Financial Literacy | l | 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 | l | ||||||||||||||||||||||||||||||
| Demographic Background | ||||||||||||||||||||||||||||||||||||||||||||
| Age | 64 | 52 | 60 | 65 | 55 | 79 | 62 | 67 | 67 | 73 | 64 | 77 | ||||||||||||||||||||||||||||||||
| Gender | M | F | F | M | M | M | F | M | F | F | M | M | ||||||||||||||||||||||||||||||||
| Race/Ethnicity | ||||||||||||||||||||||||||||||||||||||||||||
| African American or Black | l | 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 | |||||||||||||||||||||||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
| AGE | GENDER DIVERSITY | RACIAL/ETHNIC DIVERSITY | INDEPENDENCE | ||||||||
 |  |  |  | ||||||||
Each of our Board Committees 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 the Nominating Committee to consider principles 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. We are committed to board diversity and are proud of our leadership in this over the last 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 provides an understanding of different business processes, challenges and strategies. In addition, many of our Directors have industry and public policy experience, which provides insight into issues faced by public companies.
Board Refreshment
Board Changes in the Past 6 Years | Diversity of Newly Added Directors | Skills of Newly Added Directors | |||||||||
5 new independent directors have been added to the Board since 2017 | 3 new directors are female |  | Cybersecurity Experience | ||||||||
3 directors(1) have left the Board since 2017 | 3 new directors identify as part of a racial or ethnic minority group |  | Risk Management Experience | ||||||||
 | Finance/Capital Allocation Experience | ||||||||||
(1)Including Mr. Sharbutt, who will not be standing for re-election at this year’s Annual Meeting.
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Corporate Governance Highlights
 | Independence |  | Stockholder Rights | |||||||||||
•All Directors Except One Management Director are Independent •Independent Chairperson •Only Independent Directors Serve on Board’s Standing Committees •Independent Directors Meet in Executive Session Without Management Present | •One Vote per Share of Common Stock •Regular Stockholder Engagement •Proxy Access (3%, 3 years, 25% of Board) •Stockholder Ability to Call Special Meetings (25% Ownership Threshold) •Stockholders’ Right to Act by Written Consent •No Stockholder Rights Plans •No Supermajority Voting Provisions | |||||||||||||
 | Ethics and Disclosure |  | Board Practices | |||||||||||
•Code of Ethics and Business Conduct (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 Environmental, Social and Governance (ESG) •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 •Clawback Provisions •Double-Trigger Equity Vesting and No Tax Gross-Ups in a Change of Control •Annual Compensation Policies Risk Assessment Review •Approval Policy for Related Party Transactions •Independent Compensation Consultant •Annual Review of CEO Performance, Overseen by Our Independent Chairperson •Annual Advisory Vote on Executive Compensation •Stock Ownership Guidelines for Directors and Executives | ||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Sustainability Highlights
At American Tower, we are helping to expand access to wireless communication around the world, while creating value for each of our stakeholders. Our business model is inherently green, given the reduced footprint that comes with shared infrastructure, but our sustainability program goes beyond reducing our impact on the environment—it involves respect for people, actions to promote social equity, business ethics and continuous improvement of business performance. Our sustainability program consists of three pillars: environment, social and governance, each of which supports our vision to build a more connected world.
 | ENVIRONMENT: GREENHOUSE GAS (GHG) EMISSIONS REDUCTION PROGRESS AND ADOPTION OF SCIENCE-BASED TARGETS | ||||
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 GHG emissions. To drive our progress, in 2021, we adopted science-based targets (SBTs), which were approved by the Science Based Targets initiative (SBTi) and reflect the goals set forth in the 2015 Paris Agreement and our efforts to help limit future global warming to well below two degrees Celsius above preindustrial levels.
| 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 baseline | At least 40% by 2035 against a 2019 baseline | |||||||||||||||||||||||||
 | SOCIAL: CONNECTING COMMUNITIES | ||||
Through the Digital Communities program, American Tower convenes corporate, government and nonprofit partners and works with community leaders in our key service territories to provide digital infrastructure that delivers meaningful social programs to communities and makes the benefits of the vital digital technology sector more accessible. To date, we have launched more than 400 Digital Communities, which have served more than 335,000 people across 15 countries—Argentina, Brazil, Chile, Colombia, Costa Rica, Ghana, India, Kenya, Mexico, Nigeria, Paraguay, Peru, Poland, South Africa and Uganda. | ||
 | GOVERNANCE | ||||
The Nominating Committee oversees the Company’s annual ESG 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 sustainable manner.
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
PROPOSAL 2 | Ratification of Independent Accountant The Board of Directors unanimously recommends that you vote FOR this proposal. | |||||||||||||
The Audit Committee has selected, and the Audit Committee and the Board recommend stockholder ratification of, Deloitte & Touche LLP (Deloitte) as our independent registered public accounting firm for the year ending December 31, 2023.
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 the 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 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 Deloitte’s continued retention as our independent registered public accounting firm is in the best interest of the Company and its stockholders.
See page 45 for more information.
PROPOSAL 3 | 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 (i.e., a “say on pay” vote), the compensation of our named executive officers (NEOs). See “Compensation Discussion and Analysis” beginning on page 48 for more information.
PROPOSAL 4 | Advisory Vote on Frequency of Executive Compensation Advisory Vote The Board of Directors unanimously recommends that you vote for the option of ONE YEAR for this proposal. | |||||||||||||
We are providing our stockholders the opportunity to cast an advisory vote (i.e., a “say when on pay” vote) on whether a non-binding, advisory say-on-pay vote to approve the compensation of our NEOs (as set forth in Proposal 3) should occur every one, two or three years.
See page 50 for more information.
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Executive Compensation Philosophy
Our executive compensation program is driven by our pay-for-performance philosophy. Under this philosophy, 94% of our Chief Executive Officer’s (CEO’s) compensation and 89% of our other NEOs’ compensation is at-risk. Base salary is set at a competitive level that reflects 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, as well as certain individual performance metrics, for each executive. The long-term incentive program is heavily weighted toward achieving certain Company financial metrics over a three-year period. Our goal 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.
| WE REWARD BASED ON | KEY FEATURES | |||||||
•Company annual and three-year performance relative to pre-established financial goals; •Company annual financial performance relative to that of competitor and peer group companies; •Successful completion of key near-term goals and strategic objectives, while positioning the Company to generate attractive long-term return for stockholders; and •Other relevant considerations, such as retaining executives with above-average performance and proven leadership ability. | •Equity awards weighted toward long-term performance-based metrics; •Reasonable retirement and welfare benefits, and no pension arrangements; •Clawback provisions; •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. | |||||||
Framework of 2022 Compensation
| CEO Target Compensation | Average of Other NEOs Target Compensation | |||||||
 |  | |||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Executive Pay Structure
| OVERVIEW | ||||||||||||||
ANNUAL BASE SALARY | ||||||||||||||
| American Tower provides a competitive level of compensation to its executive officers to attract and retain highly qualified executive talent and reward sustained performance over time. Base salary is reviewed by the Compensation Committee and determined annually. | ||||||||||||||
| ANNUAL PERFORMANCE INCENTIVE PROGRAM | ||||||||||||||
| American Tower provides at-risk, variable cash pay opportunity for performance over one year to motivate its executive officers to achieve or exceed annual goals within appropriate risk parameters. | ||||||||||||||
| Target annual performance incentive award for all NEOs: | ||||||||||||||
 | tied to achieving pre-established Company financial goals |  | tied to achieving pre-established individual performance goals | |||||||||||
| LONG-TERM INCENTIVE PLAN | ||||||||||||||
| American Tower provides long-term, equity-based pay opportunity for sustained operating performance to focus its executive officers on creating long-term stockholder value. | ||||||||||||||
| Target grant award values for the CEO: | Target grant award values for the other NEOs: | |||||||||||||
 | allocated to performance-based restricted stock units (PSUs) |  | allocated to PSUs | |||||||||||
 | allocated to time-based restricted stock units (RSUs) |  | allocated to RSUs | |||||||||||
The number of PSUs earned is based on achieving pre-established performance goals for a three-year performance period: 70% based on cumulative AFFO Attributable per Share(1) 30% based on average ROIC(1) The actual payout is based on performance levels against these goals: | ||||||||||||||
 | ||||||||||||||
Through March 2023, each RSU grant vested 25% annually over four years, commencing one year from the date of grant. See “Compensation Discussion and Analysis” beginning on page 51. Beginning with grants made on March 10, 2023, each RSU grant for all of our employees, including our NEOs, will vest 1/3rd annually over three years, commencing one year from the grant date. | ||||||||||||||
(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 2023 PROXY STATEMENT
11
Corporate Governance
PROPOSAL 1 | 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 Mr. Sharbutt, each of the incumbent Directors is standing for re-election at the Annual Meeting. The Board has nominated each of the 12 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 2024 Annual Meeting or 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. | 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. | ||||||||||||||||||
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.
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 2023 PROXY STATEMENT
12
CORPORATE GOVERNANCE
Proposal 1 Election of Directors
Relevant 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 certain regions of 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–July 2021) Other Positions •Advisor, Rutgers Business School and Massachusetts Institute of Technology CEO Advisory Board •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 and CEO American Tower Corporation | ||||||||||||||
Director Since May 2020 | ||||||||||||||
Age 64 | ||||||||||||||
Kelly C. Chambliss | ||||||||||||||
 | Career Ms. Chambliss currently serves as the Senior Vice President and Chief Operating Officer at IBM Consulting. Prior to this role, Ms. Chambliss was Senior Vice President of IBM Consulting, Americas and Strategic Sales. Ms. Chambliss has served in various other senior leadership roles at IBM since late 2002, including as the Chief Technology Officer for IBM Global Business Services (GBS) and as the Managing Partner for the Industrial and Distribution Markets in GBS within the United States. Ms. Chambliss joined IBM through the acquisition of PricewaterhouseCoopers (PwC) 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 Other Public Company Boards •CoreSite Realty Corporation (CoreSite) (September 2016–December 2021) | ||||||||||||
Senior Vice President and Chief Operating Officer IBM Consulting | ||||||||||||||
Director Since March 2022 •Compensation Committee (May 2022–present) | ||||||||||||||
Age 52 | ||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
13
CORPORATE GOVERNANCE
Proposal 1 Election of Directors
Teresa H. Clarke | ||||||||||||||
 | Career Since 2010, Ms. Clarke has served as Chair and CEO of Africa.com LLC, a media holding company with an extensive array of platforms that reach a global audience interested in African content and community. Prior to founding Africa.com, Ms. Clarke was a Managing Director in the investment banking division of Goldman Sachs & Co. for over 12 years, where she led corporate finance and merger & acquisition transactions for corporate clients in the industrials and real estate sectors (1989 to 1995 and 2004 to 2010, respectively). Ms. Clarke currently serves on the board of directors and audit committee of Arthur J. Gallagher, a global insurance brokerage with operations in 56 countries. She served on the board of Australian fintech firm, Change Financial, from 2016 to 2020, and as board chair, from 2018 to 2020. She served on the board of Cim Finance, a financial services company, from 2016 to 2020. She was appointed to 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 Other Public Company Boards •Arthur J. Gallagher & Co. (July 2021–present) Other Positions •Member, Leadership Council of Women Corporate Directors (New York) •Member, Council on Foreign Relations •Member, Advisory Board of the Smithsonian National Museum of African Art | ||||||||||||
Chair and CEO Africa.com LLC | ||||||||||||||
Director Since December 2021 •Audit Committee (December 2021–present) | ||||||||||||||
Age 60 | ||||||||||||||
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 and Senior Vice President at QUALCOMM Flarion Technologies 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 engaged in furthering our strategic vision •International, operational and strategic expertise •Extensive institutional knowledge and effective leadership Other Public Company Boards •Sonus Networks, Inc. (October 2010–December 2017) Other Positions •Member, National Security Telecommunications Advisory Committee | ||||||||||||
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 65 | ||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
14
CORPORATE GOVERNANCE
Proposal 1 Election of Directors
Kenneth R. Frank | ||||||||||||||
 | 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, Global 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 | ||||||||||||||
Director Since January 2021 •Audit Committee (January 2021–present) | ||||||||||||||
Age 55 | ||||||||||||||
Robert D. Hormats | ||||||||||||||
 | Career Mr. Hormats currently serves as an Advisor to Tiedemann Advisors and previously served as Managing Director from March 2020 to July 2022, 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 s | ||||||||||||
Advisor Tiedemann Advisors | ||||||||||||||
Director Since October 2015 •Nominating and Corporate Governance Committee (February 2016–present; Chair since May 2021) | ||||||||||||||
Age 79 | ||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
15
CORPORATE GOVERNANCE
Proposal 1 Election of Directors
Grace D. Lieblein | ||||||||||||||
 | 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 VP, 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 Other Public Company Boards •Southwest Airlines Co. (January 2016–May 2022) •Honeywell International, Inc. (December 2012–present) Other Positions •Director, Cox Enterprises Inc. | ||||||||||||
Former Vice President, Global Quality General Motors Company | ||||||||||||||
Director Since June 2017 •Audit Committee (June 2017–May 2021) •Compensation Committee (May 2021–present) | ||||||||||||||
Age 62 | ||||||||||||||
Craig Macnab | ||||||||||||||
 | 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 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 (September 2011–December 2022) | ||||||||||||
Former CEO National Retail Properties, Inc. | ||||||||||||||
Director Since December 2014 •Compensation Committee (May 2018–present; Chair since May 2019) •Audit Committee (December 2014–December 2019) | ||||||||||||||
Age 67 | ||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
16
CORPORATE GOVERNANCE
Proposal 1 Election of Directors
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–May 2021) •Mallinckrodt plc (June 2013–June 2022) | ||||||||||||
Healthcare consultant and former SVP, Finance and CFO Medco Health Solutions, Inc. | ||||||||||||||
Director Since May 2007 •Audit Committee (November 2007–present; Chair since May 2015) | ||||||||||||||
Age 67 | ||||||||||||||
Pamela D. A. Reeve | ||||||||||||||
 | 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. | 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 (October 2010–April 2021; Chairperson April 2016–April 2021) •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 73 | ||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
17
CORPORATE GOVERNANCE
Proposal 1 Election of Directors
Bruce L. Tanner | ||||||||||||||
 | 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 VP 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 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 64 | ||||||||||||||
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 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 •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 of it in August 2005) •Nominating and Corporate Governance Committee (May 2019–present) •Compensation Committee (May 2006–May 2019, Chair, May 2009–May 2019) | ||||||||||||||
Age 77 | ||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
18
CORPORATE GOVERNANCE
Corporate Governance
Corporate Governance
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 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 continually review guidance and interpretations provided by the 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 and (iii) our By-Laws in the “Investor Relations – Corporate Governance” section of our website, www.americantower.com, and (iv) our Code of Conduct in the “Sustainability—Governance” section of our website. You may also request that 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 2023 PROXY STATEMENT
19
CORPORATE GOVERNANCE
Corporate Governance
Key Corporate Governance Best Practices
| Independence | ■All Directors Except One Management Director are Independent ■Independent Chairperson ■Only Independent Directors Serve on Board’s Standing Committees ■Independent Directors Meet Without Management Present | ||||
| Stockholder Rights | ■One Vote per Share of Common Stock ■Regular Stockholder Engagement ■Proxy Access (3%, 3 years, 25% of Board) ■Stockholder Ability to Call Special Meetings (25% Ownership Threshold) ■Stockholders’ Right to Act by Written Consent ■No Stockholder Rights Plans ■No Supermajority Voting Provisions | ||||
| Compensation Oversight | ■Stock Ownership Requirements for Directors and Executives ■Anti-Insider Trading Policy, including Anti-Hedging and Anti-Pledging Provisions ■Clawback Provisions ■Double-Trigger Equity Vesting and No Tax Gross-Ups in a Change of Control ■Annual Compensation Policies Risk Assessment Review ■Approval Policy for Related Party Transactions ■Independent Compensation Consultant ■Annual Review of CEO Performance, Overseen by Our Independent Chairperson ■Annual Advisory Vote on Executive Compensation | ||||
| Ethics and Disclosure | ■Code of Conduct ■Vendor Code of Conduct ■Corporate Governance Guidelines ■Global Human Rights Statement ■Disclosure Committee for Financial Reporting ■Ethics Committee | ||||
| Board Practices | ■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 ESG ■Annual Review of Board and Committees ■Use of Outside Experts to Assist With Board Oversight | ||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
20
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 its leadership structure should reflect what is optimal for the business in its current state, and the Nominating Committee has determined it appropriate to separate the roles of Chairperson 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.
Although the Board has no policy requiring the separation of the roles of Chairperson and CEO, our Corporate Governance Guidelines require us to have either an independent Director as Chairperson or, if the roles of Chairperson and CEO are held by the same person, an independent Lead Director. The Board believes this current structure of separating the roles of Chairperson and CEO allows our CEO to focus his time and energy on reviewing the strategic direction of the Company, managing daily operations, engaging with stockholders, building our culture, and promoting employee engagement. The Board also believes this leadership structure, coupled with 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 Board is currently led by our Chairperson, Pamela 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 as Chairperson.
The Chairperson’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
•Preparing and conducting, together with the Chair of the Compensation Committee, the annual performance review of the CEO.
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
21
CORPORATE GOVERNANCE
Board of Directors
SELECTION OF DIRECTORS AND BOARD REFRESHMENT
To maintain sustained Company growth, 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. Our Board consists of Directors with a diverse range of tenures. Long-serving Directors provide important institutional knowledge and experience, while newer Directors bring fresh perspectives. The Board, including the Nominating Committee, believes that periodic Board refreshment is necessary to optimize the Board’s effectiveness. In March 2022, Kelly C. Chambliss was appointed to our Board. Ms. Chambliss brings unique knowledge and experience to the Board, which complement the Company's long-term strategy, as we continue to expand our geographical footprint, as well as our data center operations. Additionally, in early 2023, David E. Sharbutt, having served as a Director since 2006, notified the Corporate Secretary of the Company of his decision to not stand for re-election at the Annual Meeting. The Nominating Committee strives to maintain a Board with the knowledge and skills necessary to effectively oversee a global company. | ||||||||||||||||||||
5 New Independent Directors Added Since 2017 | ||||||||||||||||||||
 | 4 | |||||||||||||||||||
with gender and/or ethnic or racial diversity | ||||||||||||||||||||
 | 2 | |||||||||||||||||||
current or former CEOs | ||||||||||||||||||||
 | 1 | |||||||||||||||||||
former CFO | ||||||||||||||||||||
 | 3 | |||||||||||||||||||
with cybersecurity experience | ||||||||||||||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
22
CORPORATE GOVERNANCE
Board of Directors
Board Succession Planning
1 | BOARD COMPOSITION REVIEW | The 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 digital infrastructure 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 Skills and Qualifications Criteria” on page 24. 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. | |||||||||
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3 | EVALUATION OF INDEPENDENT CONSULTANT’S FEEDBACK | Our Board believes it is important to review its effectiveness and that of its standing committees annually 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. | |||||||||
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4 | BOARD RECOMMENDATIONS | In considering candidates for the Board’s slate of recommended Director nominees, the Nominating Committee recommends individuals 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 requests recommendations from Board members and others, reviews and discusses biographical information and background material relating to potential candidates and, along with other Board members, interviews selected potential candidates. In addition, the Nominating Committee is 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. | |||||||||
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5 | SELECTION OF CANDIDATE | Upon selection, a candidate is interviewed by certain Board members and an analysis is prepared to further assess the suitability of the candidate to address the 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 2023 PROXY STATEMENT
23
CORPORATE GOVERNANCE
Board of Directors
DIRECTOR SKILLS AND QUALIFICATIONS CRITERIA
As demonstrated in the Directors’ biographies beginning on page 13 and the “Board Diversity” section of the Proxy Summary, the Nominating Committee may consider principles of diversity, including diversity 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 include in the pool from which new candidates are selected, as well as candidates with experience and skills that would complement the Board’s overall makeup.
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, abilities, perspectives and experience. The Nominating Committee evaluates each Director candidate in the context of the Board as a whole, based on the following criteria:
Key Objectives and Governance | Director Skills/Qualifications | ||||
Scale the Core: Advance the Company’s position as a premiere global leader in the digital infrastructure industry | Experience as a senior leader in a large-scale company, including in digital infrastructure and/or relevant industries, with a sustained track record of managing a growth business, while delivering margin expansion. | ||||
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. | ||||
Accelerate Platform Extensions: Further develop and execute on the Company’s strategies for platform expansion 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. | ||||
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. | ||||
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). | ||||
| Financial Literacy | Very 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. | ||||
| Experience in Other Boards or Management | Service in 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. | ||||
| Diversity | Diversity of gender, race, ethnicity, national origin, age, sexual orientation and gender identity, and also diversity in viewpoints and skills. | ||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
24
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. Dolan, Frank, Hormats, Macnab and Sharbutt and Mses. Chambliss, Clarke and Reed had no relationship with the Company, other than being a Director or stockholder. With respect to Messrs. Tanner and Thompson and Mses. Lieblein and Reeve, the Board determined that any relationships with the Company were immaterial.
Specifically, the Board considered that each of Messrs. Tanner and Thompson and Mses. Lieblein and Reeve served as a director or executive officer of a company that conducts business with us, as follows: Mr. Tanner served as Chief Financial Officer of Lockheed Martin Corporation until February 2019; Mr. Thompson served as a director of Spok Holdings, Inc. until July 2020; Ms. Lieblein served as a director of Southwest Airlines Co. until May 2022; 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, payments made to, or received from, each applicable company were less than $1 million or two percent (2%) of both the Company’s or the applicable company’s revenue in the 2022 fiscal year.
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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 2022. We expect to conduct a similar Board and committee self-evaluation process in 2023.
| 1 | Identification of Third-Party Consultant: Information Gathering | The Nominating Committee hired an independent consultant to conduct the Director self-evaluation process. The consultant used a variety of evaluation formats, including: •interviews and discussion sessions with individual Directors, standing committees, the full Board and members of senior management who interact with the Board; and •surveys of each Board member to facilitate an objective, independent assessment of the effectiveness of the Board and applicable committees. This process was intended to encourage candid feedback from Directors regarding the actions of the Board and its 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. | |||||||||||||||
| q | |||||||||||||||||
| 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 its 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 implementing suggested changes. The full Board reviewed the results of the consultant’s assessment and each committee reviewed its results. | |||||||||||||||
| q | |||||||||||||||||
| 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 its 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. | |||||||||||||||
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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 the Board is informed regarding the Company’s activities, operating plans and strategic initiatives. During the 2022 fiscal year, our Board held four regular meetings and four 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 2022 Annual Meeting of Stockholders attended the meeting. Ms. Chambliss was appointed to the Board and to the Compensation Committee in March and May of 2022, respectively, and attended meetings thereafter. 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 2022 4 Regular meetings held by the Board 4 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 | ||||||||||||||||||||
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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 2022: 8 | MEMBERS: |  | |||||||||||||||
JoAnn A. Reed (CHAIR) Teresa H. Clarke | Kenneth R. Frank Bruce L. Tanner | ||||||||||||||||
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 from, the Ethics Committee. •Oversees the establishment and implementation of “whistle-blowing” procedures. •Oversees risk, litigation, cybersecurity and other compliance matters. | |||||||||||||||||
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 2022 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. Prior to each earnings release, the Audit Committee met with management and our auditors to review the financial results.
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Board of Directors
| Compensation Committee | |||||||||||||||||
MEETINGS IN 2022: 5 | MEMBERS: |  | |||||||||||||||
Craig Macnab (CHAIR) Kelly C. Chambliss(1) | Raymond P. Dolan 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. •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, and results of annual advisory say-on-pay vote. •May form and delegate authority to subcommittees, consisting of one or more Compensation Committee members, when appropriate. | |||||||||||||||||
(1)Ms. Chambliss was appointed to the Compensation Committee in May 2022 and attended meetings thereafter.
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 51.
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Board of Directors
| Nominating and Corporate Governance Committee | |||||||||||||||||
MEETINGS IN 2022: 4 | MEMBERS: |  | |||||||||||||||
Robert D. Hormats (CHAIR) Pamela D. A. Reeve | David E. Sharbutt(1) Samme L. Thompson | ||||||||||||||||
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 reviews the Company’s ESG 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. | |||||||||||||||||
(1)Mr. Sharbutt 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 periodically 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 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.
DIRECTOR ONBOARDING AND CONTINUING EDUCATION
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, Board and committee responsibilities, corporate responsibility (including the American Tower Foundation (the Foundation)), ethics standards, legal and risk management, Corporate Governance Guidelines and Company policies, and securities trading and reporting. Because we believe our Directors should be continually educated regarding
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Board of Directors
corporate governance processes and practices, our business and our industry, we periodically conduct Board education sessions, often using external experts. For example, in 2022, the Board attended education sessions on regulatory updates related to sustainability and cybersecurity, as well as risk scenario planning exercises and technology landscape discussions. The Nominating Committee annually 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 academic institution or a professional service organization.
DIRECTOR COMPENSATION
As of December 31, 2022, our standard compensatory arrangement with our non-management Directors included the following:
| Director Compensation Element | Payment | BOARD SERVICE MIX OF COMPENSATION | ||||||||||||||||||
| Board Service |  | |||||||||||||||||||
| Annual Retainer | $100,000 | |||||||||||||||||||
| Additional Annual Payment to Chairperson | $125,000 | |||||||||||||||||||
| Committee Service | Chair | Member | ||||||||||||||||||
| Audit Committee | $ | 25,000 | $ | 15,000 | ||||||||||||||||
| Compensation Committee | $ | 15,000 | $ | 15,000 | ||||||||||||||||
| Nominating Committee | $ | 10,000 | $ | 10,000 | ||||||||||||||||
(1)The Average Cash Compensation excludes $125,000 paid to the Chairperson of the Board.
On March 10, 2022, based on their performance in the prior year and expected future contributions to the Company, we granted each of the non-management Directors 881 RSUs, which will fully vest and settle in shares of Common Stock on the one-year anniversary of the grant date.
The following table provides information regarding the compensation of each non-management Director who served on our Board during the year ended December 31, 2022. Information regarding the compensation of Mr. Bartlett may be found under “Executive Compensation Tables” beginning on page 72.
DIRECTOR COMPENSATION FOR 2022
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($)(1)(2) (c) | Total($) (h) | ||||||||
Kelly C. Chambliss(3) | $ | 82,500 | $ | — | $ | 82,500 | |||||
| Teresa H. Clarke | $ | 115,000 | $ | 205,097 | $ | 320,097 | |||||
Raymond P. Dolan | $ | 115,000 | $ | 205,097 | $ | 320,097 | |||||
| Kenneth R. Frank | $ | 115,000 | $ | 205,097 | $ | 320,097 | |||||
| Robert D. Hormats | $ | 120,000 | $ | 205,097 | $ | 325,097 | |||||
Grace D. Lieblein | $ | 115,000 | $ | 205,097 | $ | 320,097 | |||||
Craig Macnab | $ | 130,000 | $ | 205,097 | $ | 335,097 | |||||
JoAnn A. Reed | $ | 140,000 | $ | 205,097 | $ | 345,097 | |||||
Pamela D. A. Reeve | $ | 235,000 | $ | 205,097 | $ | 440,097 | |||||
David E. Sharbutt | $ | 110,000 | $ | 205,097 | $ | 315,097 | |||||
| Bruce L. Tanner | $ | 115,000 | $ | 205,097 | $ | 320,097 | |||||
Samme L. Thompson | $ | 110,000 | $ | 205,097 | $ | 315,097 | |||||
(1)The amount in column (c) reflects the aggregate grant date fair value of awards granted for the fiscal year ended December 31, 2022. 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 $232.80, the closing market price of shares of our Common Stock on the grant date, March 10, 2022.
(2)No stock option awards were granted during the fiscal year ended December 31, 2022. As of December 31, 2022, each non-management Director who served on our Board during 2022 held the following shares of Common Stock underlying the RSU awards and outstanding options to purchase Common Stock. As of December 31, 2022, all of the following options were fully vested and exercisable.
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Risk Oversight
Name | Number of Unvested Shares Underlying RSU Award (#) | Market Value of Unvested Shares Underlying Unvested RSUs ($)(i) | RSU Grant Date | Number of Securities Underlying Outstanding Options (#) | Option Exercise Price ($) | Option Grant Date | |||||||||||||||||
| Teresa H. Clarke | 881 | $ | 186,649 | 3/10/2022 | |||||||||||||||||||
| Raymond P. Dolan | 3,239 | $ | 76.90 | 3/11/2013 | |||||||||||||||||||
| 5,054 | $ | 81.18 | 3/10/2014 | ||||||||||||||||||||
| 4,971 | $ | 94.57 | 3/10/2015 | ||||||||||||||||||||
| 881 | $ | 186,649 | 3/10/2022 | ||||||||||||||||||||
| Kenneth R. Frank | 881 | $ | 186,649 | 3/10/2022 | |||||||||||||||||||
| Robert D. Hormats | 881 | $ | 186,649 | 3/10/2022 | |||||||||||||||||||
Grace D. Lieblein | 881 | $ | 186,649 | 3/10/2022 | |||||||||||||||||||
Craig Macnab | 881 | $ | 186,649 | 3/10/2022 | |||||||||||||||||||
JoAnn A. Reed | 5,054 | $ | 81.18 | 3/10/2014 | |||||||||||||||||||
| 4,971 | $ | 94.57 | 3/10/2015 | ||||||||||||||||||||
| 881 | $ | 186,649 | 3/10/2022 | ||||||||||||||||||||
Pamela D. A. Reeve | 5,054 | $ | 81.18 | 3/10/2014 | |||||||||||||||||||
| 4,971 | $ | 94.57 | 3/10/2015 | ||||||||||||||||||||
| 881 | $ | 186,649 | 3/10/2022 | ||||||||||||||||||||
David E. Sharbutt | 454 | $ | 81.18 | 3/10/2014 | |||||||||||||||||||
| 4,971 | $ | 94.57 | 3/10/2015 | ||||||||||||||||||||
| 881 | $ | 186,649 | 3/10/2022 | ||||||||||||||||||||
| Bruce L. Tanner | 881 | $ | 186,649 | 3/10/2022 | |||||||||||||||||||
Samme L. Thompson | 3,239 | $ | 76.90 | 3/11/2013 | |||||||||||||||||||
| 5,054 | $ | 81.18 | 3/10/2014 | ||||||||||||||||||||
| 4,971 | $ | 94.57 | 3/10/2015 | ||||||||||||||||||||
| 881 | $ | 186,649 | 3/10/2022 | ||||||||||||||||||||
(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 $211.86, the closing market price of shares of our Common Stock on December 30, 2022.
(3)Ms. Chambliss joined the Board in March 2022 and the Compensation Committee in May 2022 and received compensation for meetings thereafter, and did not receive a stock award in 2022.
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. 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 review our risks and our risk management and assessment policies through fully independent Board committees, with ultimate oversight by the full Board.
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Risk Oversight
| BOARD OF DIRECTORS | |||||||||||||||||||||||||||||
•Reviews the Company’s most significant risks 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. | |||||||||||||||||||||||||||||
| 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 plans 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, recruitment and 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 ESG programs and corporate responsibility policies, including environmental initiatives, workforce diversity and sustainability reporting. | |||||||||||||||||||||||||||
| 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 any 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 those risks. | |||||||||||||||||||||||||||||
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Stockholder Outreach and Rights
Stockholder Outreach and Rights
We believe regular, transparent stockholder engagement is essential to American Tower’s long-term success. In 2022, 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 2022 with stockholders | |||||||||||
 | |||||||||||
| Regular engagement with stockholders on a broad range of topics | |||||||||||
2022 Discussion Topics included: •Performance and Strategy •DEI •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 changes: •Incorporated ESG performance metrics into the executive officers’ annual incentive plan •Amended our Corporate Governance Guidelines to expand diversity categories •Adopted SBTs, as approved by the SBTi | ||
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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 the right to call a special meeting and act by written consent, the terms of which reflect the mainstream of 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, Chairperson 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 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. | u | 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. | 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. | ||||||||||
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Sustainability at American Tower
Sustainability at American Tower
At American Tower, we are helping to build a more connected world, while creating value for each of our stakeholders. We recognize our responsibility to invest in our employees, work fairly with suppliers and customers, and support the communities surrounding our communications infrastructure assets.
 | AMERICAN TOWER’S SUSTAINABILITY PROGRAM | ||||
Our business model is inherently green, given the reduced footprint that comes with shared infrastructure, but our sustainability program goes beyond reducing our impact on the environment—it involves respect for people, actions to promote social equity, business ethics and continuous improvement of business performance. Our goal is to promote the highest recognized and accepted standards of environmental performance, social responsibility and corporate governance across our global operations, while maintaining a strong commitment to supporting the communities in which we operate. Our sustainability program consists of three pillars: environment, social and governance, each of which supports our vision to build a more connected world.
| | ENVIRONMENT: GHG EMISSIONS REDUCTION PROGRESS AND ADOPTION OF SBTs | ||||
| 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 GHG emissions. To date, we have invested nearly $500 million toward energy efficiency improvements, renewable energy deployment and sophisticated energy storage solutions. Not only do these investments help us and our customers meaningfully reduce our overall carbon footprint, but they also enhance operational efficiency and resiliency at the site level and improve the service we offer to our customers, who increasingly strive to run their networks as sustainably as possible. To drive our progress in 2021, we adopted SBTs that were approved by the SBTi and reflect the goals set forth in the 2015 Paris Agreement, as well as our efforts to help limit future global warming to well below two degrees Celsius above preindustrial levels. These ambitious targets aim to reduce our operational (scope 1 and 2) GHG emissions by at least 40% by 2035 against a 2019 baseline, as well as our value chain (scope 3) GHG emissions by at least 40% by 2035 against a 2019 baseline. | ||||||||||||||||||||
| Science-Based Targets | ||||||||||||||||||||
| OPERATIONAL (SCOPE 1 AND 2) GHG EMISSIONS REDUCTION TARGET | ||||||||||||||||||||
At least 40% by 2035 against a 2019 baseline | ||||||||||||||||||||
| VALUE CHAIN (SCOPE 3) GHG EMISSIONS REDUCTION TARGET | ||||||||||||||||||||
At least 40% by 2035 against a 2019 baseline | ||||||||||||||||||||
Our GHG emissions reduction goals reflect our efforts to help limit future global warming to well below two degrees Celsius | ||||||||||||||||||||
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CORPORATE GOVERNANCE
Sustainability at American Tower
| | SOCIAL: CONNECTING COMMUNITIES | ||||
We are committed to supporting increased connectivity, both by improving wireless communications across the globe and by providing and expanding access to learning and other opportunities in our communities through our community programs, including financial contributions from the Foundation and volunteer efforts by our employees, our Digital Communities, municipal strategies, innovation and social investments. We are using our resources to improve our communities and taking responsibility for the social impacts of our business.
Our Foundation’s mission is to focus on education and technology use to empower students, teachers and communities in need worldwide. Through grants, the Foundation facilitates partnerships with charitable organizations and other non-profit organizations, such as school districts and youth development agencies, that support hands-on technology-based learning, increased student participation in robotics and science, technology, engineering and mathematics (STEM) programs that offer access to higher education for underrepresented, high-potential students. Through the Foundation, we continue to enhance relationships with many local organizations in our served markets to improve education and technology opportunities in communities in need, support school districts and youth development agencies, and provide assistance for emergency relief during natural disasters. During the year ended December 31, 2022, the Foundation donated nearly $1.3 million.
We recognize that access to, and adoption of, broadband internet can improve quality of life and, more fundamentally, lead to opportunities for education and career development, as well as improve access to healthcare and financial support services. Through the Digital Communities program, American Tower convenes corporate, government and nonprofit partners and works with community leaders in our key service territories to provide digital infrastructure that delivers meaningful social programs to communities and makes the benefits of the vital digital technology sector more accessible.
Digital Communities are 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 of community members. We build, outfit and bring Digital Communities online with our partners, and work with the community on creating a long-term self-sustaining operation.
As of December 31, 2022, we have launched more than 400 Digital Communities which have served more than 335,000 people across 15 countries—Argentina, Brazil, Chile, Colombia, Costa Rica, Ghana, India, Kenya, Mexico, Nigeria, Paraguay, Peru, Poland, South Africa and Uganda—and more than 315,000 training course certificates have been awarded. | ||||||||||||||
Human Capital Management
The Board recognizes that our 6,391(1) full-time employees are our most important assets and are fundamental to our success. Our teams represent nearly 30 countries around the world, with 2,375(1) employees based in the U.S. and 4,016(1) based internationally. Aligned with our business strategy, our human capital management strategy focuses on developing and delivering solutions to attract, develop, engage and retain top diverse talent in each of the countries where we operate. We value the diverse perspectives of our employees and encourage all of them to bring their authentic selves to work every day. We consider our employee relations to be good. Our Chief Sustainability Officer and Chief Human Resources Officer regularly report to the Nominating and Corporate Governance Committee and the
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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CORPORATE GOVERNANCE
Sustainability at American Tower
Compensation Committee of our Board of Directors, respectively, on our initiatives related to human capital management.
(1)Employee headcount as of December 31, 2022.
Diversity, Equity and Inclusion
Diversity, equity and inclusion are fundamental considerations and values for us in conducting business. A critical factor in our success is ensuring DEI remains at the core of our business culture, infusing fresh ideas, helping us remain connected to customers in a dynamic global market and ensuring mutual respect guides us in our interactions both internally and externally. We have adopted a Global Human Rights Statement, which can be found on our website.
In 2022, our Chief Diversity, Equity and Inclusion Officer (CDEIO) continued to lead our DEI strategy by introducing new initiatives and best practices, including working with each region to develop relevant representation, development and recruitment goals. We also maintain employee resource groups to promote better employee connection and collaboration.
DEI training has been a key part of our onboarding, general employee and management/leadership development programs for more than a decade. Each year we look for new opportunities to expand the learning we provide all employees. Over the past few years, we’ve added new courses including Conscious Inclusion, Inclusive Leader, Power of Choice and Managing Bias in Performance Assessment. Last year, we launched Diversity, Equity and Inclusion at American Tower, an updated online course provided to all global new hires upon joining the company. Since 2020, we’ve formed regional diversity counsels led by employees who partner closely with our DEI team. Additionally, our CEO and CDEIO regularly hold listening sessions with employees.
We also implemented several initiatives designed to help address social injustice and enhance our diversity. These include pledges from the Foundation of (i) $1 million for grants to organizations around the globe, recommended by our Social Justice Committee, supporting charitable organizations that are promoting racial equity and enhancing the Foundation’s work on social justice and (ii) a total of $1 million for scholarship funds at two Historically Black Colleges and Universities, to be disbursed over five years beginning in 2021.
RECRUITING DIVERSE TALENT | SUPPORTING FEMALE LEADERS | |||||||
Our recruiting efforts consistently include strategies to build diverse candidate pipelines and promote a culture that supports a diverse team of global employees. 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. Further, with respect to our Leadership Development Program, as of December 31, 2022, over half of our hires identified as part of a minority group and nearly half identified as female. We have also continued our recruiting efforts with Historically Black Colleges and Universities, as well as other recruiting efforts to build a diverse talent pipeline. | We believe gender diversity across the Company, including at the leadership level, makes us stronger. In the U.S., we have partnered with organizations, such as the Women’s Edge, through its Strategies for Success program, the Simmons Women’s Leadership Conference and the Women’s Wireless Leadership Forum of the Wireless Infrastructure Association, to enhance opportunities for female leaders. As a result of our efforts, in 2022, 35% of all employees promoted globally were female, which exceeds the female representation in our workforce of 29%. And, as of December 31, 2022, nearly 35% of management-level positions in the U.S. were also held by women. Gender diversity is also a priority for our Board, with five of our current Directors identifying as female, including our Chairperson. Additionally, each standing committee of the Board has at least one female member. | |||||||
RECOGNITIONS | |||||||||||
We have received recognition in recent years for our ongoing efforts to support an inclusive and diverse workforce. | |||||||||||
FORTUNE magazine’s list of World’s Most Admired Companies in 2022 | Forbes’ list of America’s Best Midsize Employers in 2022 | Newsweek’s list of America’s Most Responsible Companies in 2022 and 2023 | Forbes’ list of Best Employers for Veterans in 2022 | ||||||||
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CORPORATE GOVERNANCE
Sustainability at American Tower
Training and Development | |||||
As a critical investment in our capacity to provide customers with outstanding support and customer service, we offer a variety of development opportunities unique to each market to cultivate our talent throughout our global organization. For individual contributors, we have 9,600 resources in up to five languages that focus on job-specific training and general topics, such as productivity, collaboration and project management. We create and customize our courses to meet regional needs and update them regularly to address changing marketplace dynamics and employee interests. | 100% of eligible employees at all levels received an annual performance and career development review during 2022. | ||||
| Management and Leadership Development | |||||
Developing our managers is critical to our success, and over 39,000 resources and tools are provided to all levels of management. For example, our management development programs provide continuous learning opportunities through training led by American Tower leaders. Managers learn tools and best practices that enable both management and team success and that 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 Institut Européen d’Administration des Affaires (INSEAD) executive education program, provides our next-generation leaders in Latin America, Europe, the U.S. and Africa with a 12-week intensive workshop to enhance management and leadership skills. The Leadership Excellence at American Tower program supports global senior leaders’ development through its partnership with the Massachusetts Institute of Technology. Participants learn from leading experts on topics like global strategy and leading in uncertain times. For our U.S. employees in underrepresented groups who are considered emerging leaders, we offer The Power of Choice program. This development opportunity, which is a blend of in-person and virtual sessions, is designed to support these employees through a career path journey. We also have a comprehensive talent-management review process to develop future leaders and ensure effective succession planning. | Individual contributors have 9,600 resources available to them, which focus on job-specific training and other topics, such as productivity, collaboration and project management, and our managers are provided over 39,000 resources and tools to help them succeed in their roles. | ||||
Workplace Safety | |||||
We are committed to the safety of our employees and surrounding communities. Depending on the role, team members are required to pass and complete regular safety training courses and follow specific tower and site safety protocols, with the support of 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, customers and communities. In 2022, our Chief Security Officer led the production of enhanced security standards to better protect our people and assets worldwide. These include global standards for the security of international travelers and personnel ground movements. We also implemented a traveler assistance program, which allows us to better monitor international travel and provide employees with relevant trip advice and 24/7 assistance services. | In 2022, our Chief Security Officer implemented several employee safety and security protocols, including the production of enhanced security standards to better protect our people and assets worldwide. | ||||
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CORPORATE GOVERNANCE
Sustainability at American Tower
Health and Wellness
We offer medical and parental leave benefits to full-time employees across all markets, with some local variation. As a result of the ongoing effects of the COVID-19 pandemic, we continue to conduct wellness check-ins and offer resources to support our employees’ mental health and well-being, including access to a free Employee Assistance Program, which offers confidential assistance on a wide range of issues. We also offer market competitive benefits in all locations and, in 2022, continued our behavioral health benefit in the U.S. to support employees’ mental well-being.
EMPLOYEE ENGAGEMENT | ||
In 2022, our employees participated in several surveys related to the Company’s sustainability efforts, our internal communications and how we measure up against our targeted values. We also solicited, and responded to, feedback from our employees regarding our return-to-office policies. Across the globe, most of our employees now work on a hybrid schedule. | ||
| | GOVERNANCE | ||||
As a global company, we are committed to maintaining a strong corporate governance framework that defines the roles and responsibilities of our Board, ensures oversight of our strategy and operations, and facilitates compliance across our business. ESG principles and objectives are core priorities for the Board and tie directly to the overall success of our Company.
The Nominating Committee’s charter includes direct oversight of our ESG practices and corporate responsibility policies. The Nominating Committee also oversees the Company’s annual ESG 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 sustainable manner. Our Chief Sustainability Officer oversees sustainability matters across the Company and regularly reports to the Nominating Committee on the Company’s sustainability initiatives and progress. In 2021, we established our Global Sustainability Committee to help develop our ESG strategy and facilitate cross-market knowledge sharing.
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 addition to the globally recognized International Organization for Standardization certification for Information Security Management Systems (ISO 27001) certification that American Tower has held since 2020, the majority of our data center facilities hold the following certifications: System and Organization Controls (SOC) 1 Type 2 examination; SOC 2 Type 2 examination; ISO 27001; National Institute of Standards and Technology Publication Series 800-53 (NIST 800-53) attestation based on the high-impact baseline controls and additional Federal Risk and Authorization Management Program (FedRAMP) requirements for a subset of control families applicable to colocation services; Payment Card Industry Data Security Standard (PCI DSS) validation; Health Insurance Portability and Accountability Act (HIPAA) attestation for the HIPAA Security Rule and the Health Information Technology for Economic and Clinical Health Act (HITECH) Breach Notification requirements.
The Company maintains a robust privacy compliance program. Employees are provided with compulsory training, which enables them to detect and report malware, ransomware and other malicious software and social engineering attempts that may compromise the Company’s information technology systems.
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CORPORATE GOVERNANCE
Stock Ownership Guidelines
Employees are also required to complete compulsory training on data privacy. In addition to ensuring adequate safeguards are in place to minimize the chance of a successful cyberattack, 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 expeditiously. As the cyber landscape evolves in our systems, in our platform expansion initiatives and in the broader context of the internet and expanding connectivity, management continually updates its approach on cybersecurity to safeguard the Company’s sensitive information and assets.
The Board believes that a strong cyber strategy is vital to protect our business, customers and assets. In 2022, the Board held an education session with outside experts on cybersecurity. The Audit Committee oversees 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 cybersecurity incident response plan (the Response Plan) to help ensure a timely, consistent and compliant response to actual or attempted cybersecurity incidents impacting the Company. The Response Plan covers the major phases of the incident response process, including (1) detection, (2) analysis, which may include timely notice to our Board if deemed material or appropriate, (3) containment, (4) eradication, (5) recovery and (6) post-incident review.
| ALIGNING WITH THE UNITED NATIONS’ SUSTAINABLE DEVELOPMENT GOALS (SDGs) | ||||||||
Our ESG 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 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.
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CORPORATE GOVERNANCE
Executive Succession Planning
To determine compliance with these guidelines, we count actual shares and unvested RSUs. The Compensation Committee administers these stock ownership guidelines and may modify their terms and grant hardship exceptions at its discretion. As of March 27, 2023, each executive officer and non-management Director met his or her ownership target.
Executive Succession Planning
Our Board’s involvement in leadership development and succession planning is ongoing. Pursuant to our Corporate Governance Guidelines, the Board, 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 2, 2022, Edmund DiSanto communicated his intention to retire from his role as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, effective January 1, 2023, and as part of his transition plan, is serving in the role of Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer. On October 3, 2022, the Board appointed Ruth T. Dowling as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, effective January 1, 2023. Ms. Dowling has been with the Company for more than 10 years, including in her most recent role as General Counsel for the Company’s Latin America, Europe and Africa regions.
Approval of Related Party Transactions
Our Corporate Governance Guidelines include a policy that the Nominating Committee shall review and approve all related party transactions for potential conflicts of interest and will prohibit such a transaction if it determines it to be inconsistent with the interests of the Company and 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.
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 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 2022, the Company received approximately $2.7 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 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.
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CORPORATE GOVERNANCE
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management
The table below sets forth certain information known to us as of March 27, 2023, regarding shares of Common Stock beneficially owned as of such date by:
•each member of our Board;
•each executive officer named in the Summary Compensation Table, which can be found on page 72 in this Proxy Statement;
•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 owned by each person under rules promulgated by the SEC. 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 also any shares the individual or entity had the right to acquire within 60 days of March 27, 2023. Accordingly, the numbers of shares shown below include shares underlying stock options, RSUs and PSUs that are vested or are expected to vest prior to May 26, 2023, which we collectively refer to below as “presently vested equity.” All percentages with respect to our Directors and executive officers are based on the shares of Common Stock outstanding as of March 27, 2023. 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) | 256,578 | * | ||||||
| Kelly C. Chambliss | — | * | ||||||
| Teresa H. Clarke | 881 | * | ||||||
Edmund DiSanto(2) | 407,325 | * | ||||||
| Raymond P. Dolan | 17,473 | * | ||||||
| Kenneth R. Frank | 1,762 | * | ||||||
| Robert D. Hormats | 6,421 | * | ||||||
| Grace D. Lieblein | 4,715 | * | ||||||
| Craig Macnab | 10,889 | * | ||||||
| Olivier Puech | 22,647 | * | ||||||
JoAnn A. Reed(3) | 64,579 | * | ||||||
Pamela D. A. Reeve(4) | 27,498 | * | ||||||
David E. Sharbutt(5) | 7,211 | * | ||||||
Rodney M. Smith(6) | 140,995 | * | ||||||
| Bruce L. Tanner | 2,514 | * | ||||||
Samme L. Thompson(7) | 32,124 | * | ||||||
Steven O. Vondran(8) | 78,823 | * | ||||||
All Directors and executive officers as a group (20 persons)(9) | 1,107,230 | |||||||
| Five-Percent Stockholders | ||||||||
The Vanguard Group(10) | 61,431,926 | 13.18 | % | |||||
| 100 Vanguard Blvd., Malvern, PA 19355 | ||||||||
BlackRock, Inc.(11) | 35,910,225 | 7.71 | % | |||||
| 55 East 52nd Street, New York, NY 10055 | ||||||||
AMERICAN TOWER CORPORATION 2023 PROXY STATEMENT
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CORPORATE GOVERNANCE
Delinquent Section 16(a) Reports
* Less than 1%
(1)Includes 201,864 shares of Common Stock beneficially owned by Mr. Bartlett and presently vested equity with respect to an aggregate of 54,714 shares of Common Stock.
(2)Includes 191,269 shares of Common Stock beneficially owned by Mr. DiSanto and presently vested equity with respect to an aggregate of 216,056 shares of Common Stock.
(3)Includes 54,554 shares of Common Stock beneficially owned by Ms. Reed and presently vested equity with respect to an aggregate of 10,025 shares of Common Stock.
(4)Includes 17,473 shares of Common Stock beneficially owned by Ms. Reeve and presently vested equity with respect to an aggregate of 10,025 shares of Common Stock.
(5)Includes 1,786 shares of Common Stock beneficially owned by Mr. Sharbutt and presently vested equity with respect to an aggregate of 5,425 shares of Common Stock.
(6)Includes 34,401 shares of Common Stock beneficially owned by Mr. Smith and presently vested equity with respect to an aggregate of 106,594 shares of Common Stock.
(7)Includes 22,099 shares of Common Stock beneficially owned by Mr. Thompson and presently vested equity with respect to an aggregate of 10,025 shares of Common Stock.
(8)Includes 20,539 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.
(9)Includes presently vested equity with respect to an aggregate of 471,148 shares of Common Stock.
(10)Based on a Schedule 13G/A filed on February 9, 2023, The Vanguard Group had shared voting power over 908,413 shares of Common Stock, sole dispositive power over 59,266,005 shares of Common Stock, shared dispositive power over 2,165,921 shares of Common Stock and beneficial ownership of 61,431,926 shares of Common Stock.
(11)Based on a Schedule 13G/A filed on January 31, 2023, BlackRock, Inc. had sole voting power over 32,700,277 shares of Common Stock, sole dispositive power over 35,910,225 shares of Common Stock and beneficial ownership of 35,910,225 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 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, 2022.
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Audit 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, 2023. | 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 selected to audit 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 the independent registered public accounting firm and has conducted formal auditor solicitation processes in the past 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 conjunction with the mandated rotation of Deloitte’s lead engagement partner, the Audit Committee and its Chairperson 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.
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 as our independent registered public accounting firm, the Audit Committee will reconsider its selection.
Representatives of Deloitte 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.
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AUDIT MATTERS
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, 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 2022 (ended December 31, 2022) 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 the audited financial statements and the matters required by the applicable requirements of the PCAOB and the SEC. Deloitte 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 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, 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, 2022.
By the Audit Committee of the Board of Directors of American Tower Corporation.
AUDIT COMMITTEE
JoAnn A. Reed, Chairperson
Teresa H. Clarke
Kenneth R. Frank
Bruce L. Tanner
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AUDIT 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 for the fiscal years ended December 31, 2022 and 2021 ($ in thousands):
| 2022 | 2021 | |||||||
| Audit Fees | $ | 9,309 | $ | 8,451 | ||||
| Audit-Related Fees | $ | 1,108 | $ | 1,505 | ||||
| Tax Fees | $ | 440 | $ | 520 | ||||
| Total Fees | $ | 10,857 | $ | 10,476 | ||||
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 2022 and 2021, the acquisition-related audit service fees included in the total audit-related fees were $0.2 million and $0.7 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.
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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, subject to consideration of the results of the advisory vote on Proposal 4. | 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
•The majority of our executives’ targeted compensation consists of at-risk pay elements. As described in the “Compensation Discussion and Analysis,” 94% and 89% 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, 2022.
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Proposal 3 Advisory Vote on Executive Compensation
•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 consists only of RSU and PSU awards.
•We tie our annual bonus incentive awards directly to performance:
•80% of the target award for each of the NEOs is tied to achieving pre-established Company financial goals (total property revenue, excluding pass-through revenue(1), and Adjusted EBITDA(2)).
•20% of the target award for each of the NEOs is tied to achieving pre-established individual performance goals, based on the five pillars of 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 ESG metrics.
•Vesting of our PSUs is determined by achieving pre-established goals for cumulative AFFO Attributable per Share(2) and average ROIC(2) 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 clawback cash 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)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.
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.
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Proposal 4 Advisory Vote on Frequency of Executive Compensation Advisory Vote
PROPOSAL 4 | Advisory Vote on Frequency of Executive Compensation Advisory Vote We are providing our stockholders the opportunity to cast an advisory vote (a “say when on pay” vote) on whether a non-binding, advisory say-on-pay vote to approve the compensation of our named executive officers (as set forth in Proposal 3) should occur every one, two or three years. | The Board of Directors unanimously recommends that you vote for the option of ONE YEAR as the frequency with which stockholders are provided an advisory vote on the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. | ||||||||||||||||||
At our 2017 Annual Meeting of Stockholders, stockholders voted for a say on pay vote to be submitted for approval, on an advisory basis, every one year. We continue to believe that this vote should be submitted every one year to enable stockholders to provide us with more frequent, timely and direct input on our executive compensation policies and programs.
Required Vote
The option of every one year, every two years or every three years that receives the highest number of votes cast by stockholders will be deemed the frequency chosen by our stockholders for an advisory vote on executive compensation. 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 follow the frequency selected, we encourage all stockholders to vote their shares on this matter, as the Board will consider the voting results when determining the frequency with which we hold an advisory vote on executive compensation.
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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 72 and the report of the Compensation Committee of our Board on page 71 of this Proxy Statement. All references to the “Committee” in this section refer to the Compensation Committee.
Our 2022 NEOs
| Name | Title | ||||
| Thomas A. Bartlett | President and Chief Executive Officer | ||||
| Rodney M. Smith | Executive Vice President, Chief Financial Officer and Treasurer | ||||
| Edmund DiSanto | Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer | ||||
| Olivier Puech | Executive Vice President and President, Latin America and EMEA | ||||
| Steven O. Vondran | Executive Vice President and President, U.S. Tower Division | ||||
Mr. DiSanto stepped down from his position as Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, effective January 1, 2023, and as part of his transition plan, is serving in the role of Executive Vice President, Special Advisor and Counsel to the Chief Executive Officer. Mr. DiSanto did not receive any severance compensation in connection with this transition.
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, 2022 (Form 10-K).
EXECUTIVE SUMMARY
Our Compensation Approach in Brief
We strongly adhere to a pay-for-performance philosophy. 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. 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.
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.
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Compensation Discussion and Analysis
Changes to Our 2022 Compensation Program
The Committee approved several key changes to the compensation program, in response to feedback from stockholders and review of peer industry practices, to strengthen our pay-for-performance linkage and continue our leadership in ESG issues.
Annual Performance Incentive Program | Weighting: The plan design for NEOs now more closely aligns with that of the CEO, with 80% of each of our executive officer’s annual bonus opportunity tied to the Company achieving pre-established financial goals and 20% tied to achieving individual goals set at the beginning of the fiscal year. Framework: The individual goals, which include the goals measured in the ESG Scorecard discussed below, are rooted in our Key Objectives, which are an evolution of our Stand and Deliver initiative. The Key Objectives are to: •scale the core; •be the most trusted, strategic partner for our customers; •accelerate platform extensions; •position the teams for the future; and •grow and maintain a healthy cultural foundation. Fitting the individual goals within these Key Objectives helps the executive team focus its efforts and provides clear targets aligned with our multiyear strategic goals. ESG Scorecard: Half of the individual goals of each NEO's annual bonus opportunity are tied to achieving ESG metrics. The metrics measured in the ESG scorecard include: (i) a human capital management goal, which focuses on developing talent, with a particular focus on underrepresented groups and (ii) GHG emissions reductions in connection with our recently adopted science-based targets and/or efforts to address the digital divide, depending on the NEO’s position. | ||||
Long-Term Incentive Program | The Committee adopted a new performance measure with respect to PSU awards, beginning with PSU grants made in 2022, based on recent changes to our capital structure, given the minority interests in our Europe business and our U.S. data center business. Vesting of PSUs is determined based on achieving cumulative AFFO Attributable per Share(1) and average ROIC(1) targets over a three year performance period. AFFO Attributable per Share(1) and ROIC(1) are weighted at 70% and 30%, respectively. | ||||
(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.
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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 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:
 | Ongoing |  | ||||||||||||
•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 | ||||||||||||||||||||||||||||||||||||
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