DEF 14A 1 americantowercorporation20.htm DEF 14A Document


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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Definitive Proxy Statement.


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Soliciting Material Pursuant to §240.14a-12.
AMERICAN TOWER CORPORATION
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Stockholder:
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April 6, 2020
It is my pleasure to invite you to American Tower Corporation’s 2020 Annual Meeting of Stockholders which will be held on Monday, May 18, 2020 at 11:00 a.m., Eastern Time. In light of recent developments related to the COVID-19 outbreak, and as part of our effort to maintain a safe and healthy environment at our Annual Meeting and to protect the well-being of our stockholders, we have decided to hold the Annual Meeting virtually this year through a live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/AMT2020. Please follow the instructions in this proxy statement to join the virtual Annual Meeting.
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 are included with this letter.
Your vote is important. You may vote your shares over the internet; by telephone or by mail, if you received a paper copy of the proxy materials by mail 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 so as to be sure that your shares will be represented at the meeting.
On behalf of all of management and your Board of Directors, I thank you for your continued support.
Sincerely,
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Thomas A. Bartlett
President and Chief Executive Officer




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Letter from the Lead Director
April 6, 2020
Dear Fellow Stockholders,
As Lead Director, I have had the privilege of working closely with a dynamic and diverse group of executives and directors as our Company has steadily grown to new heights and achieved and surpassed significant milestones. When I joined the Board, our tower portfolio consisted of approximately 14,000 communications sites in the U.S., Mexico and Brazil. Today, our Company operates in 19 markets across five continents and has a portfolio of approximately 180,000 communications sites.
Choosing the right leadership for our Company is the Board’s most important responsibility. As part of our established succession and leadership transition plans, the Board recently appointed Tom Bartlett to succeed Jim Taiclet as our President and Chief Executive Officer. Our financial strength is directly attributable to Tom’s leadership as our Chief Financial Officer over the last ten years, with American Tower’s total revenues having grown by more than 375% and enterprise value having expanded to $124 billion from $16 billion, all the while maintaining the Company's investment grade credit rating. Under Tom’s leadership, and with the support of Olivier Puech, Steve Vondran, Amit Sharma, Ed DiSanto and Rod Smith, who have consistently achieved strong Company performance results, I am confident American Tower will reach new milestones and realize continuing success.
Another key role of Directors is overseeing strategy and risk. Our Board regularly engages with the senior leadership team in the implementation of Stand and Deliver, a strategy that seeks to set out the Company as a leader in the industry. Our Directors’ collective skill set and experience in wireless operations, finance, capital markets and risk management, among other vital areas, enable us to provide critical insights to the Company to help maximize stockholder value. While overall strategy, business priorities and long-term risk and growth opportunities are discussed at each Board meeting, once a year, we hold a deep-dive strategic planning session to contribute to, and challenge as appropriate, management’s strategic and financial plan, future goals and objectives. This ongoing dialogue between the Board and the senior leadership team is essential to providing meaningful oversight and guidance.
In 2019, we continued to focus on strong corporate governance practices, including Board refreshment. As part of this focus, we elected one new independent Director to our Board, Bruce Tanner, in September 2019. Bruce brings a wealth of global executive and financial experience as the former Chief Financial Officer of Lockheed Martin. During the year, we also had the opportunity to speak with our stockholders on important topics such as compensation, sustainability, Director succession planning, our leadership structure and governance, and political engagement policies. One of our key priorities remains listening to and considering the views of all of our



stakeholders as we make decisions in the Boardroom. We value this input and consider it an important component in our overall governance process.
Our Company is deeply committed to our corporate responsibility program, which impacts our people, communities and environment. Our approach to human capital management and succession planning is to attract and retain the very best talent and empower our approximately 5,500 employees through training and development opportunities. A critical factor in our success is ensuring respect, inclusion and diversity remain at the core of our business culture, which infuses fresh ideas into the business and helps us remain connected to our tenants in a dynamic global market. In 2019, Forbes once again recognized American Tower as one of America’s Best Employers for Diversity. Through our American Tower Foundation, we support ideas that focus on education and technology use to empower students, teachers and communities in need worldwide. In addition, we've invested around $100 million in green energy solutions such as advanced batteries, solar installations and other projects to serve the needs of our tenants in our emerging markets as part of our commitment to reduce fossil fuel usage. To this end, we will continue to enhance our corporate responsibility program and our commitment to diversity and inclusion throughout the business and the communities in which we operate.
On behalf of the Board of Directors, thank you for your continued investment and support. We look forward to our engagement with you and what lies ahead for American Tower in 2020 and beyond.
Sincerely,
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Pamela D.A. Reeve
Lead Director





Notice of 2020 Annual Meeting of Stockholders
Date:
Time:
Live Audio Webcast at:
Record Date:
Monday, May 18, 202011:00 a.m. Eastern Timewww.virtualshareholdermeeting.com/AMT2020March 23, 2020
At the Annual Meeting you will be asked to:
Proposal 1Elect eleven Directors for the ensuing year or until their successors are elected and qualified;
Proposal 2Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2020;
Proposal 3Approve, on an advisory basis, our executive compensation;
Proposal 4Consider a stockholder proposal to require periodic reports on political contributions and expenditures;
Proposal 5Consider a stockholder proposal regarding the ownership threshold required to call a special meeting; 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 23, 2020 (the record date). To ensure that your shares are represented at the meeting, please vote as soon as possible by one of the following methods:
Over the internetBy TelephoneMailing your signed proxy formAt the virtual meeting
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For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 80 of this Proxy Statement.
ATTENDING THE MEETING
In light of recent developments related to the COVID-19 outbreak, and as part of our effort to maintain a safe and healthy environment at our Annual Meeting and to protect the well-being of our stockholders, we have decided to hold the Annual Meeting virtually this year through a live audio webcast.
Via Live Audio Webcast
You will be able attend the Annual Meeting this year online through live audio webcast at www.virtualshareholdermeeting.com/AMT2020.You may login 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 80 of this Proxy Statement.
Annual Meeting will begin at approximately 11:00 a.m. Eastern Time, with login beginning at 10:30 a.m., on Monday, May 18, 2020.
You will be able to vote and submit live questions during the Annual Meeting at: www.virtualshareholdermeeting.com/AMT2020.




By order of the Board of Directors,
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Edmund DiSanto
Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary
Boston, Massachusetts
April 6, 2020
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 representation of your shares at the Annual Meeting. You may vote your shares over the internet, by telephone or by mail (as applicable) by following the instructions on the proxy card or voting instruction card.
Materials will be made available on or about April 6, 2020.



Table of Contents








Proxy Statement Summary
The following pages provide a summary of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before submitting your vote.
Proposals To Be Voted On
Proposal
Board’s Voting Recommendation
Page Reference
Proposal No. 1
Election of Directors
FOR each nominee
Proposal No. 2
Approval of Independent Accountant
FOR
Proposal No. 3
Advisory Vote on Executive Compensation
FOR
Proposal No. 4
Stockholder Proposal to Require Periodic Reports on Political Contributions and Expenditures
AGAINST
Proposal No. 5
Stockholder Proposal Regarding the Ownership Threshold Required to Call a Special Meeting
AGAINST






























AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
2019 Business Highlights
KEY FINANCIAL RESULTS(1)
Net income for the year of over $1.9 billion, a 52% increase from the prior year;
Increased both total property revenue(2) and Adjusted EBITDA(2) by approximately 2% to $7.46 billion and $4.75 billion, respectively;
Declared an aggregate of nearly $1.7 billion in cash dividends to common stockholders, including the dividend paid in January 2020 to stockholders of record as of December 27, 2019;
More than $6.0 billion of capital deployed in 2019, with the majority of spending on growth-oriented investments;
Consolidated AFFO per Share(3) and ROIC(3) were $7.90 and 10.6%, respectively;
Maintained a strong balance sheet, ending the year with $4.4 billion in liquidity;
Maintained our investment grade rating;
Raised nearly $6.2 billion in the debt capital markets; and
Ended the year within our established long-term financial policy of 3-5x net leverage ratio.
NEW SITE BUILDS
INCREASED CONTRACTUALLY COMMITTED REVENUE BASE BY NEARLY(4)
GREW COMMON
STOCK DIVIDEND BY
4,500+
New Sites Added
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$14 billion
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(1)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
(2)Performance metric under the annual performance incentive program.
(3)Performance metric under the performance-based restricted stock unit (PSU) program.
(4)We entered into a new master lease agreement with one of our tenants in the U.S.

AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
ASSET EXPANSION IN LEGACY AND NEW MARKETS(1)
We expect our 2019 global portfolio expansion efforts in our legacy and new markets to further extend our ability to generate compelling, long-term, sustainable growth. During the year, we added sites to our portfolio through the construction of more than 4,500 sites pursuant to our new build program and the rest through strategic acquisitions, bringing our total global portfolio up to approximately 180,000 sites. The market distribution of our current communications sites portfolio is provided below:
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(1)Data as of December 31, 2019. Portfolio includes communications sites owned and operated by the Company.
(2)Portfolio also includes urban telecommunications assets, including fiber and fiber-related assets, concrete poles and other infrastructure, which are excluded from the site count.
(3)Portfolio also includes urban telecommunications assets, including fiber and fiber-related assets, and the rights to utilize certain existing utility infrastructure for future telecommunications equipment installation, all of which are excluded from the site count.
(4)Portfolio also includes fiber and fiber-related assets, which are excluded from the site count.
AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Executive Compensation Philosophy
Under our pay for performance philosophy, 94% of our Chief Executive Officer’s (CEO’s) compensation and 88% of our other executives’ compensation is at-risk. The annual bonus opportunity is tied to Company financial performance (for all executives) and individual performance (for our CEO). The long-term incentive program is more heavily weighted toward achievement of certain financial metrics over a three-year period. Our goal is to reward our executive team for their leadership in meeting key near-term goals and objectives while also positioning the Company to generate sustainable long-term stockholder value.
WE REWARD BASED ONKEY FEATURES
Company annual and three-year performance relative to pre-established financial goals;
Company annual financial performance relative to that of competitor and peer group companies;
Successful completion of key near-term goals and strategic objectives, while positioning the Company to generate attractive long-term return for stockholders; and
Other relevant considerations, such as retention of executives with above-average performance and proven leadership ability.
Equity Awards Weighted Toward Long-Term Performance-Based Metrics;
Reasonable Retirement and Welfare Benefits and No Pension Arrangements;
Claw Back Provisions;
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
Annual Risk Assessment of Compensation Programs.


















AMERICAN TOWER CORPORATION 2020 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. The base salary is determined on an annual basis.
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 awards for the CEO:Target annual performance incentive awards for the other NEOs:
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tied to achievement of the pre-established Company financial goals
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tied to achievement of the pre-established Company financial goals
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tied to achievement of pre-established individual performance goals
LONG-TERM INCENTIVE (LTI) PLAN
American Tower provides long-term equity-based pay opportunity for sustained operating performance to focus its executives on the creation of long-term stockholder value.
Target grant date award for the CEO:Target grant date for the other NEOs:
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allocated to performance-based restricted stock units (PSUs)
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allocated to PSUs
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allocated time-based restricted stock units (RSUs)
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allocated to RSUs
The number of PSUs earned is based on achievement of pre-established performance goals for a three-year performance period:
70% based on cumulative Consolidated AFFO per Share(1)
30% based on average ROIC(1)
The actual payout is based on performance levels against these goals.
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Each RSU grant vests 25% annually over four years, commencing one year from the date of grant. See “Compensation Discussion and Analysis” beginning on page 30.
(1)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.

AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Corporate Responsibility Highlights
We understand that the way we conduct our business is an integral component of the continued success of our Company. As a result, our commitment to responsible corporate citizenship is woven into all aspects of our global culture. Our five strategic pillars of corporate responsibility—ethics, people, environment, philanthropy and performance—are rooted in our core values.
Ethics
Conduct our Excellence Through Ethics training for new employees and training for employees regarding our Code of Ethics and Business Conduct Policy (Code of Conduct) and the Foreign Corrupt Practices Act.
Ensure our tenants, suppliers and vendors comply with the Office of Foreign Assets Control, Bureau of Industry and Standards (BIS) and other applicable sanctions orders.
Maintain a zero tolerance policy for bribery and corruption.
Provide employees and other stakeholders the ability to report a violation through our anonymous, confidential, third-party hotline.
Ensure accountability by investigating violation reports through our Ethics Committee, human resources, legal and other departments.
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People
Senior leadership leads by example and listens to employees through direct engagements, town hall meetings and companywide surveys.
Foster a culture of diversity and inclusion to ensure that mutual respect and collaboration are at the forefront of our business practices across the globe.
Invest in employee training and development to ensure that they have the resources they need to grow their skills and achieve their career goals.
Maintain the highest levels of health and safety standards throughout our markets and provide market and job-specific training programs, certification and internal audit systems.
Named to the Forbes list of America’s Best Mid-Size Employers and America's Best Employers for Diversity.

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Environment
Our shared infrastructure model helps to minimize the telecommunications industry's impact on the environment, as fewer communications sites need to be built.
Invest in energy solutions through our capital expenditure program and have measurable goals to reduce fossil fuel consumption and greenhouse gas emissions.
Deploy advanced battery storage systems and reduce energy usage to provide our tenants a more resilient and efficient platform to meet their power needs.
Pursue solar energy generation projects and work to develop commercial renewable energy solutions to be applied to communications sites.
Preserve the environment around our communications sites to protect the local ecosystems, communities and wildlife.
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Philanthropy
Provide employees the opportunity to pursue initiatives that complement their passions through company-sponsored volunteer days and a matching gift program through which the American Tower Foundation matches employees’ charitable donations.
Issue grants to charitable organizations through the American Tower Foundation which focus on education and use technology to empower students, teachers and communities.
Offer infrastructure and financial support to vulnerable populations impacted by natural disaster and crisis.
Provide technology in rural communities in our global markets, such as our Digital Villages in India, Nigeria, Ghana, Uganda and Mexico.
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Performance
Deliver consistent financial performance in order to optimize returns to our stockholders.
Pursue business models that are either based upon or complementary to our existing real estate business.
Pursue tower-like returns through new revenue opportunities, while evaluating innovative cost-savings opportunities.
Ensure the interests of our stakeholders are appropriately represented through leadership roles in industry groups, thoughtful participation in global organizations and representation before governments that are considering regulation or legislation that may impact our business.
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AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Our Director Nominees
You are being asked to vote on the election of eleven Directors. 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 64.
Name and Title
Age
Director Since
Independent
Committee Memberships(2)
Other Public Company Boards
Audit
Compensation
Nominating
THOMAS A. BARTLETT†
President & CEO,
American Tower Corporation
61
N/A(1)
Equinix, Inc.
RAYMOND P. DOLAN
Chairman and CEO,
Cohere Technologies, Inc.
622003
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None
ROBERT D. HORMATS
Managing Director,
Tiedemann Advisors
762015
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None
GUSTAVO LARA CANTU
Former CEO, Monsanto Company
(Latin American North Division)
702004
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None
GRACE D. LIEBLEIN
Former VP, Global Quality
of General Motors
592017
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Southwest Airlines Co.;
Honeywell International Inc.
CRAIG MACNAB
Former CEO and Chairman,
National Retail Properties, Inc.
642014
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VICI Properties, Inc.
JOANN A. REED
Healthcare consultant and
former SVP, Finance and CFO,
Medco Health Solutions, Inc.
642007
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Mallinckrodt plc;
Waters Corporation
PAMELA D.A. REEVE*
Former President and CEO,
Lightbridge, Inc.
702002
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Frontier Communications Corporation
DAVID E. SHARBUTT
Former CEO and Chairman,
Alamosa Holdings, Inc.
702006
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None
BRUCE L. TANNER
Former EVP and CFO, Lockheed Martin Corporation
612019
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Truist Financial Corporation (formerly SunTrust Banks, Inc.)
SAMME L. THOMPSON
President, Telit Associates, Inc.
742005
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Spok Holdings, Inc.

(1)Mr. Bartlett was appointed President and CEO on March 16, 2020
(2)As of December 31, 2019
Sole Management Director Nominee
*Lead Director
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Member
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Chair
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Audit Committee Financial Expert





AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Director Nominee Snapshot
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AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Board Diversity
While we do not have a specific diversity policy for our Board of Directors (Board), our Corporate Governance Guidelines provide for selecting Directors who reflect a diverse set of skills, professional and personal backgrounds, perspectives and experiences. We are proud to have Directors who are highly diverse, including with respect to gender, ethnicity and experience.
Our Board consists of individuals with diverse and complementary business, leadership and financial expertise. Many 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 provide an understanding of different business processes, challenges and strategies. In addition, many of our Directors have industry and public policy experience that provides insight into issues faced by public companies.

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91%  45%  36%  
10 of our 11 director nominees are independent
5 of our director nominees are gender or ethnically diverse (3 women; 2 ethnic
minorities)
4 director nominees have a tenure of 5 years or less
Skills and Qualifications

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Leadership/Executive RoleThought LeadershipFinance/Capital AllocationFinancial LiteracyHuman CapitalWireless Industry
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Operational and ManagementInternationalPrior Board and GovernanceGovernment and Public PolicyReal Estate Investment Trust (REIT)Risk Management


AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Key Corporate Governance Best Practices
Annual Election of All Directors
All Directors Except One Management Director are Independent
Independent Lead Director
Only Independent Directors Serve on Board’s Standing Committees
Majority Voting for Directors
Independent Directors Meet Without Management Present
Annual Review of Board Composition and Succession Planning
One Vote per Share of Common Stock
Regular Stockholder Engagement
Proxy Access (3%, 3 years, 25% of Board)
Code of Conduct
Corporate Governance Guidelines
Disclosure Committee for Financial Reporting
Stock Ownership Requirements for Directors and Executives
Stockholder Ability to Call Special Meetings (25% Ownership Threshold)
Stockholders' Right to Act by Written Consent
Anti-Insider Trading Policy, including Anti-Hedging and Anti-Pledging Provisions
Claw Back Provisions
Double-Trigger Equity Vesting and No Tax Gross-Ups in a Change of Control
Annual Enterprise Risk Assessment Review and Approval Policy for Related Party Transactions
Independent Compensation Consultant
Annual Review of CEO Performance, Overseen by our independent Lead Director
Onboarding Program for New Directors
Continuing Education Programs for Directors
No Stockholder Rights Plans
Annual Advisory Vote on Executive Compensation




AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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PROXY STATEMENT SUMMARY
Stockholder Outreach and Rights
We believe that regular, transparent stockholder engagement is essential to American Tower's long-term success. In 2019, we continued our practice of engaging with stockholders to understand their perspectives on corporate governance, executive compensation, sustainability and other matters.

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We made presentations at financial and industry conferences.
We met with financial and governance analysts and investment firms.
We held in-person meetings with institutional stockholders.
We responded to inquiries from our stockholders.
Our Amended and Restated By-Laws (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.
Related Party Transactions, Director Independence and Code of Conduct
For fiscal year 2019, there were:
NO related party transactions
NO transactions that affected our Directors’ independence
NO violations or waivers of our Code of Conduct with respect to our Directors or executive officers
AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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Corporate Governance
General
Our Board is committed to strong corporate governance practices and dedicated to ensuring that American Tower is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this role, the Board and its three standing committees—Audit; Compensation; and Nominating and Corporate Governance (Nominating)—meet throughout the year and engage in meaningful discussions with management to ensure that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives.
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 and amends as necessary. We also continuously review guidance and interpretations provided by the Securities and Exchange Commission (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 each of our current committees, our Corporate Governance Guidelines, and By-Laws on the “Investor Relations – Corporate Governance” section of our website, www.americantower.com, and our Code of Conduct in the “Corporate Responsibility – Ethics” section of our website. You may also request such documents to 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.
Board of Directors
Our Board is committed to highly effective corporate governance that is responsive to stockholders, ensuring that the Company delivers on its strategic objectives.
BOARD LEADERSHIP STRUCTURE
The Board is led by our independent Lead Director, Pam Reeve, a role she has held since May 2004 when appointed by the independent Directors. All Directors, other than the CEO, are independent and all members of the three standing committees are independent. Following the 2020 Annual Meeting of Stockholders, Pam Reeve will serve as non-executive Chair of the Board, subject to her re-election as a Director.
The Nominating Committee regularly reviews the current Board structure. Consistent with our Corporate Governance Guidelines, the Lead Director performs the following responsibilities to manage the Board effectively while providing independent oversight:
Assisting executive management on communications with Directors regarding strategic, business, financial and governance matters;
Communicating with and assigning tasks to the other Board members;
After obtaining input from the other independent Directors, approving agendas, materials and schedules for upcoming Board meetings and reviewing meeting schedules to ensure that there is sufficient time for discussion of all agenda items;
Together with the Chairman of the Compensation Committee, preparing and conducting the annual performance review of the CEO, based on input from each Director on the CEO’s performance and achievements during the year; and
Serving as Chairperson of all Board meetings, including the Board’s executive sessions of independent Directors, which are held at least once per quarter.
AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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CORPORATE GOVERNANCE
Board of Directors
Other duties include:
Engaging in consultation and direct communication with major stockholders, including responding to inquiries, as appropriate;
Assuring that a succession plan is in place for the CEO;
Meeting with the CEO frequently to discuss strategy and meeting regularly with senior management other than the CEO;
Serving as liaison for, and facilitating a working relationship between, the independent Directors and the CEO;
Soliciting direct feedback from independent Directors;
Calling meetings of the independent Directors at any time, as necessary;
Leading discussions regarding risk management;
Participating in the interview process for prospective Directors;
Ensuring timely and appropriate information flow to the Board; and
Performing such other duties as the Board may from time to time designate.
SELECTION OF DIRECTORS AND BOARD REFRESHMENT
In order to maintain sustained growth of the Company, it is important we continue to have a Board with the requisite competencies to provide sound stewardship. We are committed to ensuring that 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 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 range of tenure, with our longer-serving Directors providing important institutional knowledge and experience and our newer Directors bringing fresh perspectives to deliberations. The Board, including the Nominating Committee, believes that periodic Board refreshment is necessary to optimize the Board’s effectiveness. In September 2019, the Board appointed Lockheed Martin's former Chief Financial Officer, Bruce Tanner, to complement the composition and skill sets of our Board. As we expand our operations throughout the world, the Nominating Committee continues to strive to maintain a Board with the knowledge and skills necessary to oversee a global company effectively.
Board Succession Planning
The Nominating Committee works with the Lead Director to develop a Board succession plan that effectively promotes the Company’s long-term strategic objectives. The Nominating Committee continuously evaluates the Board’s composition in light of the Company’s strategy and regularly reviews the current tenure of the Board. The Nominating Committee selects Directors who will prove to be strategic assets capable of assessing and addressing risks, trends and opportunities for the Company in the future.

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Board of Directors
Process for Director Selection/Nomination
On a quarterly basis, the Nominating Committee reviews the size and composition of the Board using a rigorous matrix of identified skills, experience and other criteria relevant to a global, publicly traded company in the mobile telecommunications infrastructure industry. As described in our Corporate Governance Guidelines, the Nominating Committee assesses director candidates based on specific criteria as outlined under the section “Director Skills and Qualifications Criteria” on page 15 below. 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. In addition, our Board believes it is important to review its effectiveness and that of its standing committees on an annual basis 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.
In considering candidates for inclusion in the Board’s slate of recommended Director nominees, the Nominating Committee recommends individuals whom it believes can best enhance the success of the business and represent stockholder interests through the exercise of sound judgment in light of the full Board’s experience. The Nominating Committee considers diversity to be a key criterion in searching for new director candidates. To identify and evaluate Director candidates, the Nominating Committee 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. The Nominating Committee may then choose to present such candidates to the Board for consideration.
Upon selection of a candidate, the individual is interviewed by members of the Board and an analysis is prepared to further assess the suitability of the candidate to address the needs of the Board. If the candidate is selected for recommendation to the Board, a review of his or her independence and potential conflicts is conducted.
As a stockholder, you may recommend to the Nominating Committee an individual for consideration as a potential Director candidate. To do so, please submit the candidate’s name, together with appropriate biographical information and background materials, to: David E. Sharbutt, Chairperson of the Nominating and Corporate Governance Committee, c/o General Counsel, American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116. If the biographical and background material provided for a stockholder recommended candidate is appropriate, the Nominating Committee will evaluate the candidate by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members. The Nominating Committee will review each candidate’s qualifications in light of the Board’s needs, given the current mix of Director attributes.
Stockholders proposing Director nominations must comply with the advance notice and specific information requirements in our By-Laws, which include, among other things, the disclosure of hedging, derivative interests and other material interests of the nominating stockholder and Director nominee. In addition, each Director nominee proposed by a stockholder must deliver, promptly following the stockholder meeting at which such nominee is elected or re-elected, a statement that he or she agrees to tender an irrevocable advance resignation in accordance with our Corporate Governance Guidelines.







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Board of Directors
DIRECTOR SKILLS AND QUALIFICATIONS CRITERIA
As demonstrated in the Directors’ biographies beginning on page 64 and the “Board Diversity” section in the Proxy Statement Summary on page 9, the Nominating Committee focuses not only on traditional diversity categories such as gender, race and national origin but also diversity in experience 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. The Nominating Committee incorporates this broad view of diversity into its nomination process and seeks to maintain a Board that is strong in its collective knowledge and has a diversity of skills, ability, perspectives and experience. The Nominating Committee evaluates each individual Director candidate in the context of the Board as a whole, based on the following criteria:
Director Skills/Qualifications
Relevance to American Tower
PRIOR EXPERIENCE IN A
LEADERSHIP/EXECUTIVE ROLE
Directors with leadership experience, especially in an executive role, strongly enhance the Board’s ability to manage risk and oversee operations.
THOUGHT LEADERSHIPDirectors with experience in working with business and policy thought leaders help further our strategic vision to lead wireless connectivity around the globe.
FINANCE/CAPITAL ALLOCATION EXPERIENCEDirectors with finance experience assist in evaluating our financial vision and capital allocation strategy.
FINANCIAL LITERACYDirectors with financial literacy allow effective oversight and understanding of financial reporting, accounting, financing transactions, complex acquisitions and internal controls.
HUMAN CAPITAL EXPERIENCEDirectors with human capital experience are valuable to help attract, motivate and retain top candidates for positions at the Company and implement effective development and succession planning.
WIRELESS INDUSTRY EXPERIENCEDirectors with experience in our industry have the knowledge needed to leverage business relationships, develop new business and provide operational insight.
OPERATIONAL AND MANAGEMENT
EXPERIENCE
Individuals who possess managerial and day-to-day operational experience enhance the Board’s ability to understand the development, implementation and assessment of our operations and business strategy.
INTERNATIONAL EXPERIENCEGiven that we operate in 19 countries across five continents, international experience helps with understanding and anticipating opportunities and challenges in a variety of international markets.
PRIOR BOARD AND/OR GOVERNANCE EXPERIENCECorporate governance experience supports our goals of having strong Board and management accountability, transparency and protection of stockholder interests.
GOVERNMENT AND PUBLIC POLICY EXPERIENCEDirectors with governmental and public policy experience help us understand and work with governments and regulatory agencies across our global footprint.
REIT EXPERIENCEDirectors from the REIT industry provide the Board insight as to optimizing the execution of effective business strategies within the REIT structure while understanding the qualifications to maintain REIT status and promote the Company’s position with REIT investors.
RISK MANAGEMENT EXPERIENCEDirectors with experience in identifying, managing and mitigating enterprise risks, including strategic, regulatory, operational and financial risks.

BOARD MEETINGS
During fiscal year 2019, our Board held four regular meetings in person and three special meetings by telephone. Each current Director attended at least 75% of the aggregate number of meetings of our Board and the committees on which he or she served. Mr. Tanner was appointed to the Board in September 2019 and therefore
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he did not serve on the Board for the entire calendar year. However, Mr. Tanner attended all Board meetings in 2019 after his appointment as Director and he was not a member of any committee at the time that the meetings were held. All of our Directors as of the date of our 2019 Annual Meeting of Stockholders attended the meeting. We encourage, but do not require, our Directors to attend each annual meeting of stockholders.
In determining whether to recommend a Director for re-election, the Nominating Committee also considers the Director’s past attendance at meetings and participation in, and contributions to, the activities of the Board and standing committees.
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 for new Directors, 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), legal and risk management, corporate governance guidelines and policies and securities trading and reporting. Because we believe that our Directors should be continually educated regarding corporate governance processes and practices, our business and our industry, we periodically conduct Board education sessions, often using external experts. The Nominating Committee annually reviews that 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 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.
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The Board has determined that, based on his or her compliance with the Board’s established guidelines, each of American Tower’s non-management Directors has no material relationship with us and is “independent” under Section 303A.02 of the NYSE listing standards. In making its assessment, the Board determined that each of Messrs. Dolan, Hormats, Lara and Tanner and Ms. Reed had no relationship with the Company, other than being a Director or stockholder. With respect to Messrs. Macnab, Sharbutt and Thompson and Mses. Lieblein and Reeve, the Board determined that relationships that existed with the Company were immaterial.
Specifically, the Board considered that each of Messrs. Macnab, Sharbutt and Thompson and Mses. Lieblein and Reeve served or currently serves as a director (or executive officer in the case of Mr. Macnab) of a company that does business with us, as follows: Mr. Macnab served as a director and executive officer of National Retail Properties, Inc. until April 2017; Mr. Sharbutt currently serves as a director of Flat Wireless, LLC; Mr. Thompson currently serves as a director of Spok Holdings, Inc.; Ms. Lieblein currently serves as a director of Southwest Airlines Co. and Honeywell International, Inc.; and Ms. Reeve currently serves as a director and chair of Frontier Communications Corporation. In each case, the Board determined that such 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 fiscal year 2019.
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
Members:
JoAnn A. Reed (Chair)
Grace D. Lieblein
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 appoint, 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 oversight of the Ethics Committee.
Oversees the establishment and implementation of “whistle-blowing” procedures.
Oversees risk, litigation, cybersecurity and other compliance matters.
Meetings in 2019: 8
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.
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Board of Directors
The Audit Committee’s meetings in 2019 were designed to facilitate and encourage communication among the members of the Audit Committee, management, our internal auditors and our independent registered public accounting firm, Deloitte & Touche LLP. Prior to each earnings release, the Audit Committee met with management and our auditors to review the financial results.
Compensation Committee
Members:
Craig Macnab (Chair)
Gustavo Lara Cantu
Raymond P. Dolan
Key Responsibilities:
Leads the Board in establishing compensation policies for our executive officers and the Board, including approving employment agreements or arrangements 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.
Regularly reviews executive compensation market trends, recommending changes to programs or processes accordingly.
Reviews Compensation Committee reports and CEO pay ratio for inclusion in appropriate regulatory filings.
Meetings in 2019: 5
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 30.
Nominating and Corporate Governance Committee
Members:
David E. Sharbutt (Chair)
Robert D. Hormats
Pamela D.A. Reeve
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 sustainability reports.
Advises the Board with respect to Board committee charters, composition and protocol, including the current Board structure.
Meetings in 2019: 4

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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 2019. We expect to conduct a similar Board and committee self-evaluation process in 2020.
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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;
surveys of each Board member to facilitate an objective, independent assessment of the effectiveness of the Board and applicable committees; and
meetings of the Board and each committee to assess the Board and committee performance firsthand.
This process was intended to encourage candid feedback from Directors regarding the actions of the Board and the standing committees. Information gathered included Board and committee effectiveness and performance, agenda topics, materials, tenure, skills, leadership and strategy. Board members were also invited to discuss the performance of the Lead Director.
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Review and Assessment: Report to Nominating Committee and Board
The independent consultant:
aggregated the results of its observations, interviews, feedback and surveys regarding Director performance, Board dynamics and effectiveness of the Board and the committees; and
presented the findings to our Nominating Committee and full Board.
The data identified any themes or issues that had emerged and included suggestions for areas of improvements for each committee and the Board and an action plan for implementation of the changes suggested. The full Board reviewed the results of the consultant’s assessment and each committee reviewed its results.
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Action by the Nominating Committee
The Nominating Committee:
used these results to review and assess the Board’s and each committee’s composition and required skill sets, responsibilities, structure, processes and effectiveness; and
assessed the responsive actions to be taken to address areas of improvement in the performance of the Board and each of the committees. This included succession planning and an assessment as to the need for specific skills, experience and perspectives which would benefit the Board in the future. The findings were compared against the strategic objectives of the Company and the skills matrix in order to address future needs of the business.


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DIRECTOR COMPENSATION
As of December 31, 2019, our standard compensatory arrangement with our non-management Directors included the following:
annual retainer of $85,000;
annual payment of $10,000 for each committee on which a Director serves (except that members of the Audit Committee receive $15,000);
annual payment of $10,000 to the Chairperson of the Nominating Committee and $15,000 to the Chairpersons of the Audit and Compensation Committees; and
annual payment of $30,000 to the Lead Director of the Board.
On March 11, 2019, based on their performance in the prior year and expected future contributions to the Company, we granted each of the non-management Directors 973 RSUs, which will fully vest and settle in shares of Common Stock on the one-year anniversary of the grant.
In February 2020, based on review of peer group companies and benchmarking analyses, we increased the annual retainer for each non-management Director from $85,000 to $100,000.
The following table provides information regarding the compensation of each non-management Director who served on our Board during the year ended December 31, 2019. Information regarding the compensation of Mr. Taiclet may be found under “Executive Compensation” beginning on page 53.
DIRECTOR COMPENSATION FOR 2019
Name
(a)
Fees Earned or
Paid in Cash
($)
(b)
Stock Awards
($)(1)(2)
(c)
Total($)
(h)
Raymond P. Dolan
$95,000  $180,161  $275,161  
Robert D. Hormats
$95,000  $180,161  $275,161  
Gustavo Lara Cantu(3)
$98,741  $180,161  $278,902  
Grace D. Lieblein
$100,000  $180,161  $280,161  
Craig Macnab
$110,000  $180,161  $290,161  
JoAnn A. Reed
$115,000  $180,161  $295,161  
Pamela D.A. Reeve
$125,000  $180,161  $305,161  
David E. Sharbutt
$105,000  $180,161  $285,161  
Bruce L. Tanner (4)
$21,250  —  $21,250  
Samme L. Thompson
$102,500  $180,161  $282,661  
(1)The amount in column (c) reflects the aggregate grant date fair value of awards granted for the fiscal year ended December 31, 2019. 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 $185.16, the closing market price of shares of our Common Stock on the grant date, March 11, 2019.
(2)No stock option awards were granted during the fiscal year ended December 31, 2019. As of December 31, 2019, each non-management Director who served on our Board during 2019 held the following shares of Common Stock underlying the RSU awards and outstanding options to purchase Common Stock. As of December 31, 2019, all of the following options were fully vested and exercisable.

Name
Number of Unvested Shares Underlying Restricted Stock Unit Award (#)
Market Value of Unvested Shares Underlying Unvested Restricted Stock Units ($)(i)
RSU Grant Date
Number of Securities Underlying Outstanding Options (#)
Option Exercise Price ($)
Option Grant Date
Raymond P. Dolan
3,239$76.90  3/11/2013
5,054$81.18  3/10/2014
4,971$94.57  3/10/2015
973$223,615  3/11/2019
Robert D. Hormats
973$223,615  3/11/2019—  —  —  
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CORPORATE GOVERNANCE
Risk Oversight
Name
Number of Unvested Shares Underlying Restricted Stock Unit Award (#)
Market Value of Unvested Shares Underlying Unvested Restricted Stock Units ($)(i)
RSU Grant Date
Number of Securities Underlying Outstanding Options (#)
Option Exercise Price ($)
Option Grant Date
Gustavo Lara Cantu
973$223,615  3/11/2019—  —  —  
Grace D. Lieblein
973$223,615  3/11/2019—  —  —  
Craig Macnab
973$223,615  3/11/2019—  —  —  
JoAnn A. Reed
3,590$62.00  3/12/2012
3,239$76.90  3/11/2013
5,054$81.18  3/10/2014
4,971$94.57  3/10/2015
973$223,615  3/11/2019
Pamela D.A. Reeve
3,653$50.78  3/10/2011
3,590$62.00  3/12/2012
3,239$76.90  3/11/2013
5,054$81.18  3/10/2014
4,971$94.57  3/10/2015
973$223,615  3/11/2019
David E. Sharbutt
5,054$81.18  3/10/2014
4,971$94.57  3/10/2015
973$223,615  3/11/2019
Bruce L. Tanner(ii)
—  —  —  —  —  —  
Samme L. Thompson
4,167$43.11  3/10/2010
3,653$50.78  3/10/2011
3,590$62.00  3/12/2012
3,239$76.90  3/11/2013
5,054$81.18  3/10/2014
4,971$94.57  3/10/2015
973$223,615  3/11/2019
(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 $229.82, the closing market price of shares of our Common Stock on December 31, 2019.
(ii)Mr. Tanner joined the Board in September 2019.
(3)The fees paid to Mr. Lara include a payment made on his behalf for professional tax preparation services.
(4)Mr. Tanner joined the Board in September 2019.
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 that this is an effective approach to addressing the risks we face and supports our current Board leadership structure. It allows our independent Directors to evaluate 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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CORPORATE GOVERNANCE
Risk Oversight
Board of Directors
Reviews the Company’s most significant risks and ensures that management responds appropriately with risk-informed strategic decisions.
Monitors risk exposure to ensure that it is in line with the Company’s overall tolerance for, and ability to manage, risk.
The Lead Director 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.
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The Audit CommitteeThe Compensation CommitteeThe Nominating Committee
Has primary responsibility for reviewing financial risk for the Company.
Considers material litigation instituted against the Company, cybersecurity issues and reviews the resolution of issues raised through our Ethics Committee process.
Holds, at each regularly scheduled meeting, separate executive sessions to identify and assess audit, accounting, financial reporting, compliance and legal risks, and oversees the methodologies that management implements to address those risks. These executive sessions often include representatives from our independent registered public accounting firm, as well as from our internal audit, finance and legal departments.
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 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.
MANAGEMENT
Conducts 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 the strategic, operational and emerging risks 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 the risks.



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CORPORATE GOVERNANCE
Cybersecurity
Corporate Responsibility at American Tower
In 2019, we published our second standalone sustainability report, which was a comprehensive overview of our key focus areas of environmental, social and governance practices across our markets. Our focus is to promote the highest recognized and accepted standards of environmental performance, social responsibility, corporate governance and ethical behavior across our global operations, while maintaining our strong commitment to supporting the communities in which we operate. Through the operation of the American Tower Foundation, we seek to enhance long-standing relationships with many local organizations in our served markets to improve education and technology opportunities, while also building new relationships with groups interested in using technology to address educational needs.
Our corporate responsibility program consists of five core pillars: ethics, people, environment, philanthropy and performance. We believe in doing business ethically, hiring good people and positioning them for professional success, being respectful of each other, our environment and supporting the communities where we live and work. At the same time, we continue to manage our business to achieve the best possible performance without compromising these corporate responsibility goals. This approach has enabled us to understand how risks and opportunities in innovation and thought leadership, as well as environmental, social and governance matters, can impact our profitability, our future opportunities and, more importantly, our communities. Our commitment to corporate responsibility is unwavering and plays a critical role in our business strategy.
Public Affairs and Policy
We operate in many political and regulatory environments as a global corporation and employer. We believe that participation in the public policy process is in the long-term interest of our company and our stakeholders. Across our global footprint, we maintain oversight and training processes to ensure engagement in policy arenas is done in a legal, ethical and transparent manner. As a matter of policy, we do not make political contributions in support of any party or candidate in any election, whether federal, state or local. Also, under our Code of Conduct, no employee or Director may direct or require a fellow employee or Director to contribute to any political party, cause, organization or candidate.
We ensure the interests of our stakeholders are appropriately represented through leadership roles in industry groups, thoughtful participation in global organizations and representation before governments who are considering regulation or legislation that may impact our business. Memberships in industry groups and certain trade associations enable us to gain insight into core issues faced by the industry as a whole, share expertise and knowledge that contributes to realization of greater efficiency and long-term success, build a consensus among organizations with similar interests and advocate in favor of those interests that support an efficient, healthy and competitive industry and are beneficial to our stakeholders. We monitor the activities of these industry groups and trade associations and the global public affairs committee reviews the costs and benefits of its memberships in such organizations on an annual basis. Further information can be found in the Board's Statement in Opposition on page 75.
Cybersecurity
We are committed to properly addressing the threat of cybersecurity we face in today's global business environment. A dedicated team of technology professionals work throughout the year to monitor all matters of risk relating to cybersecurity. In addition to ensuring that adequate safeguards are in place to minimize the chance of a successful cyber attack, this team has established robust response procedures to effectively address any cyber threat that may occur despite these safeguards. The response procedures are designed to identify, analyze, contain and remediate such cyber incidents in an expeditious manner. Employees are provided with compulsory training that enables them to detect and report malware, ransomware and other malicious software or social engineering attempts that may compromise the Company’s information technology systems. Employees are also required to complete compulsory training on data privacy. As the cyber landscape evolves in our technology
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Executive Succession Planning and Human Capital Management
systems, our innovation 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, tenants and assets. The Audit Committee oversees the Company’s internal cybersecurity and other information technology risks, controls, strategy and procedures. In addition, the Audit Committee periodically evaluates our cyber strategy to ensure its effectiveness and, if appropriate, includes a review from third-party experts. We maintain a data incident response plan (the Response Plan) to help ensure a timely, consistent and compliant response to actual or attempted data incidents impacting the Company. The Response Plan covers the major phases of the incident response process, including (1) preparation, (2) detection and analysis, (3) containment and investigation, (4) notification, which may include timely notice to our Board if deemed material or appropriate, (5) eradication and recovery and (6) incident closure and post-incident analysis.
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. Additionally, each executive officer is required to retain at least 50% of shares net of tax obligations until he or she meets the ownership requirements.
To determine compliance with these guidelines, we count actual shares, unvested RSUs, in-the-money value of vested options and unvested PSUs (at target). The Compensation Committee administers these stock ownership guidelines and may modify their terms and grant hardship exceptions at its discretion. As of March 23, 2020, each executive officer and non-management Director was in compliance with the guidelines (except for Mr. Tanner, who joined the Board in September 2019 and as to whom the requirement was not yet applicable), and each exceeded his or her applicable stock ownership requirement.
Executive Succession Planning and Human Capital Management
The Board recognizes that succession planning and human capital management, including diversity and inclusion, are key components of our continued success. Our Board's involvement in leadership development and succession planning is ongoing. Pursuant to our Corporate Governance Guidelines, on an annual basis, the Board, in its executive sessions, considers and reviews succession candidates for the CEO and other executive leadership positions for both near- and long-term planning. The Board reviews potential candidates for succession planning purposes in light of their performance, leadership qualities and ability to manage additional responsibilities. The Board also considers potential risks regarding the retention of our current executive officers and succession candidates, the timeline for implementing each succession plan, and the extent of disruption likely to be caused as a result of unplanned attrition. In addition, as part of its risk management process, the Board has developed an interim emergency succession plan.
On March 16, 2020, pursuant to Mr. Taiclet's transition from his role as President and Chief Executive Officer to executive Chairman, the Board named Mr. Bartlett as President and Chief Executive Officer as part of the executive succession plan. Mr. Bartlett has served as the Company's Executive Vice President and Chief Financial Officer for over ten years. In addition, the Board named Rodney M. Smith to the position of Executive Vice President, Chief Financial Officer and Treasurer. Mr. Smith has been with the Company for more than ten years, including serving as Chief Financial Officer of the Company’s U.S. Tower Division.
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CORPORATE GOVERNANCE
Approval of Related Party Transactions
Communications from Stockholders and Other Interested Parties
The Board gives attention to written communications submitted by stockholders and other interested parties and will respond if and as appropriate. The Board has designated the Nominating Committee to consider, and determine responses to, communications from stockholders and other interested parties. If you wish to send communications on any topic to the Board and its non-management Directors, address your communications to: David E. Sharbutt, Chairperson of the Nominating and Corporate Governance Committee, c/o General Counsel, American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116. Stockholders proposing Director 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.
Under most circumstances, the Chairperson of the Nominating Committee is, with the assistance of our General Counsel, primarily responsible for monitoring communications from stockholders and for providing copies or summaries of such communications to the other Directors as he or she considers appropriate. Communications that relate to substantive matters and include suggestions or comments that 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.
Approval of Related Party Transactions
Our Corporate Governance Guidelines include a policy for the review and approval of all transactions involving the Company and related parties. Under the policy, “related parties” means our executive officers, Directors and stockholders owning more than five percent (5%) of our Common Stock, as well as any such person’s immediate family members. The policy also covers entities that are owned or controlled by related parties, or entities in or of which related parties have a substantial ownership interest or control. The policy does not cover any transaction that is available to employees or Directors generally or any transaction involving less than $120,000.
Under the policy, management must present to the Nominating Committee the proposed terms of any related party transaction that it wishes to enter into, including the value of the proposed transaction. After 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.











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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 23, 2020, 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 53 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 that the individual or entity had the right to acquire within 60 days of March 23, 2020. Accordingly, the numbers of shares shown below include shares underlying stock options and RSUs that are vested or are expected to vest prior to May 22, 2020, 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 23, 2020. 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
James D. Taiclet(1)
1,236,242*
Thomas A. Bartlett(2)
176,385*
Edmund DiSanto(3)
393,720*
Raymond P. Dolan(4)
28,236*
Robert D. Hormats5,520*
Gustavo Lara Cantu10,044*
Grace D. Lieblein2,214*
Craig Macnab8,388*
JoAnn A. Reed(5)
66,125*
Pamela D.A. Reeve(6)
35,479*
David E. Sharbutt(7)
9,722*
Amit Sharma(8)
581,993*
Samme L. Thompson(9)
40,105*
Steven O. Vondran(10)
75,101*
All Directors and executive officers as a group (18 persons)(11)
2,878,924*
Five-Percent Stockholders
The Vanguard Group(12)
100 Vanguard Blvd., Malvern, PA 1935558,454,14713.18 %
BlackRock, Inc.(13)
55 East 52nd Street, New York, NY 1005532,118,6577.24 %
*Less than 1%
(1)Includes 401,635 shares of Common Stock beneficially owned by Mr. Taiclet and presently vested equity with respect to an aggregate of 834,607 shares of Common Stock.
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CORPORATE GOVERNANCE
Security Ownership of Certain Beneficial Owners and Management
(2)Includes 145,984 shares of Common Stock beneficially owned by Mr. Bartlett and presently vested equity with respect to an aggregate of 30,401 shares of Common Stock.
(3)Includes 142,664 shares of Common Stock beneficially owned by Mr. DiSanto and presently vested equity with respect to an aggregate of 251,056 shares of Common Stock.
(4)Includes 14,972 shares of Common Stock beneficially owned by Mr. Dolan and presently vested equity with respect to an aggregate of 13,264 shares of Common Stock.
(5)Includes 49,271 shares of Common Stock beneficially owned by Ms. Reed and presently vested equity with respect to an aggregate of 16,854 shares of Common Stock.
(6)Includes 14,972 shares of Common Stock beneficially owned by Ms. Reeve and presently vested equity with respect to an aggregate of 20,507 shares of Common Stock.
(7)Includes 1,897 shares of Common Stock beneficially owned by Mr. Sharbutt and presently vested equity with respect to an aggregate of 7,825 shares of Common Stock.
(8)Includes 209,410 shares of Common Stock beneficially owned by Mr. Sharma and presently vested equity with respect to an aggregate of 372,583 shares of Common Stock.
(9)Includes 19,598 shares of Common Stock beneficially owned by Mr. Thompson and presently vested equity with respect to an aggregate of 20,507 shares of Common Stock.
(10)Includes 10,817 shares of Common Stock beneficially owned by Mr. Vondran and presently vested equity with respect to an aggregate of 64,284 shares of Common Stock.
(11)Includes presently vested equity with respect to an aggregate of 1,793,555 shares of Common Stock.
(12)Based on a Schedule 13G/A filed on February 11, 2020, The Vanguard Group had sole voting power over 804,113 shares of Common Stock, shared voting power over 218,706 shares of Common Stock, sole dispositive power over 57,598,553 shares of Common Stock, shared dispositive power over 855,594 shares of Common Stock and beneficial ownership of 58,454,147 shares of Common Stock.
(13)Based on a Schedule 13G/A filed on February 5, 2020, BlackRock, Inc. had sole voting power over 28,485,711 shares of Common Stock and sole dispositive power over 32,118,657 shares of Common Stock and beneficial ownership of 32,118,657 shares of Common Stock.
AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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CORPORATE GOVERNANCE
Audit Committee Report
Audit Committee Report
Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the Company’s financial statements in accordance with standards of the U.S. Public Company Accounting Oversight Board (PCAOB) and issuing a report on those financial statements and the effectiveness of the Company’s internal control over financial reporting. The Audit Committee is also responsible for monitoring and reviewing these processes.
The Audit Committee reviewed the Company’s audited financial statements for fiscal year 2019 (ended December 31, 2019) and discussed with the Company’s management these financial statements, including the acceptability and quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with Deloitte & Touche LLP the audited financial statements and the matters required by the applicable requirements of the PCAOB and the SEC. Deloitte & Touche LLP provided the Audit Committee with the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with Deloitte & Touche LLP its independence and has considered whether the firm’s provision of other non-audit related services to the Company is compatible with maintaining such auditors’ independence.
Based on its discussions with, and its review of information provided by, management and Deloitte & Touche LLP, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
By the Audit Committee of the Board of Directors of American Tower Corporation.
AUDIT COMMITTEE
JoAnn A. Reed, Chairperson
Grace D. Lieblein
Bruce L. Tanner


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CORPORATE GOVERNANCE
Independent Auditor Fees and Other Matters
Independent Auditor Fees and Other Matters
The following table presents the aggregate fees billed for services rendered by Deloitte & Touche LLP for the fiscal years ended December 31, 2019 and 2018 ($ in thousands):
20192018
Audit Fees$6,800  $6,437  
Audit-Related Fees1,9802,275
Tax Fees1,0501,250
Total Fees$9,830  $9,962  
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 2019 and 2018, the acquisition-related audit service fees included in the total audit-related fees were $0.9 million and $1.0 million, respectively.
Tax Fees. These include fees for consulting services related to potential acquisitions, tax planning, 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 does pre-approve specified types of services, including permissible tax services, that we expect our independent registered public accounting firm to provide during the next 12 months. The Audit Committee may also authorize any Audit Committee member to approve any audit or non-audit services that our independent registered public accounting firm provides. Any approval of services by an Audit Committee member pursuant to this delegated authority is to be reported at the next meeting of the Audit Committee.
The Audit Committee approved all the services described above in accordance with its pre-approval policies and procedures.
AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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Compensation and Other Information Concerning Directors and Officers
Compensation Discussion and Analysis
In this section we summarize our philosophy and objectives regarding the compensation of our named executive officers (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 53 and the report of the Compensation Committee of our Board on page 52 of this Proxy Statement. All references to the “Committee” in this section refer to the Compensation Committee.
Our 2019 NEOs
NameTitle
James D. Taiclet (1)
Chairman of the Board, President and Chief Executive Officer
Thomas A. Bartlett (2)
Executive Vice President and Chief Financial Officer
Edmund DiSantoExecutive Vice President, Chief Administrative Officer, General Counsel and Secretary
Amit SharmaExecutive Vice President and President, Asia
Steven O. VondranExecutive Vice President and President, U.S. Tower Division
(1)Mr. Taiclet transitioned from his role as Chairman of the Board, President and Chief Executive Officer to executive Chairman on March 16, 2020.
(2)Mr. Bartlett was named President and Chief Executive Officer on March 16, 2020.
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, 2019 (Form 10-K).
EXECUTIVE SUMMARY
Our Business
We are one of the largest global REITs and a leading independent owner, operator and developer of multitenant communications real estate. Our primary business is the leasing of space on communications sites to wireless service providers, radio and television broadcast companies, wireless data providers, government agencies and municipalities and tenants in a number of other industries. We also offer tower-related services in the United States, including site acquisition, zoning and permitting and structural analysis, which primarily support our site leasing business, including the addition of new tenants and equipment to our sites.
In 2019, our senior leadership team focused on our Stand and Deliver Strategy:
1Lead wireless connectivity around the globe2
Innovate for a mobile future
3
Drive efficiency throughout the industry
4
Grow our assets and capabilities to meet customer needs

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Business Highlights(1)
We achieved strong financial performance and completed significant strategic initiatives in 2019. In addition, the Committee determined that each of our NEOs exceeded the goals and objectives set in early 2019. Compensation determinations were also influenced by our performance against external measures, including direct competitors, peer group companies and survey data.
Our Stand and Deliver strategy outlined above under “Our Business” directly correlates to the financial metrics that measure performance. Leading wireless connectivity is linked to total stockholder return. Innovating for a mobile future is measured by our innovation and expansion initiatives and our sustainability goal to reduce our reliance on fossil fuels and increase usage of renewable energy sources. Driving efficiency is demonstrated by property revenue(2) and Adjusted EBITDA.(2) Finally, growing our assets and capabilities is measured by Consolidated AFFO per Share(3) growth and maintaining an attractive average ROIC.(3) Certain of these financial metrics are then used in the incentive award plan designs for our executives.
Financial Performance (2019 Versus 2018)(1)
PROPERTY REVENUE(2)
($ in billions)
NET INCOME
($ in billions)
ADJUSTED EBITDA(2)
($ in billions)
pg29_graphicxpropertyreven.jpg
pg29_graphicxnetincome1.jpg
pg29_graphicxadjustedebitd.jpg
(1)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. These results are inclusive of the impacts of the non-recurrence of the Company’s settlement with Tata Teleservices Limited and related entities (Tata).
(2)Performance metric under the annual performance incentive program.
(3)Performance metric under the PSU program.
During 2019, we:
Increased our portfolio primarily by acquiring approximately 5,800 communications sites in Africa from Eaton Towers Holdings Limited and approximately 2,400 communications sites in Latin America from Entel PCS Telecomunicaciones S.A. and Entel Peru S.A., as well as new builds throughout the year;
Expanded our global footprint to 19 markets;
Improved operational performance across our portfolio, exceeding targeted returns and growth on core assets; and
Increased our financial flexibility and our ability to grow our business while maintaining our long-term financial policies by issuing senior unsecured notes and amending and restating existing credit facilities.
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Our Performance Relative to Our Peers
For 2019, our one-, three- and five-year total stockholder returns (TSR) exceeded that of our peer group and the S&P 500. Our ten-year compound annual return of 20% exceeded the S&P 500 and our peer group by 6% and 3%, respectively.
We have generated a total return for our investors, including share price appreciation and the reinvestment of dividends, of more than 500% since 2009, reflecting compound annual growth of about 20% as compared to nearly 14% for the S&P 500 over the same period. This strong long-term TSR performance supports the Committee’s belief that our executive compensation structure rewards the creation of long-term stockholder value.
Stockholder Value Creation and Balance Sheet Strength
Capital Returned to Common
Stockholders (dividends and
share repurchases)(1)
Dividends
(Growth)
Total Compound Annual
Stockholder Return
(year end 2019)(2)
$1.7B
atc_image531.jpg
20%  47.9%  32.1%  20.7%  
in 2019
compared to 2018
1-Year
3-Year
5-Year
Available
Liquidity
A Leading
S&P 500 Company
Compound Annual Consolidated
AFFO per Share Growth
since 2012(3)
$4.4B
$124.3B
14.5%  
As of 12/31/2019enterprise value as of 12/31/2019
(1)Includes the dividend paid in January 2020 to holders of record of our Common Stock as of the close of business on December 27, 2019.
(2)Includes reinvestment of dividends.
(3)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
Investor Outreach
Stockholder engagement is an integral component of our compensation decision-making process, and members of our Board and management routinely interact with our investors. Through these interactions, we receive valuable feedback on our compensation program and corporate governance initiatives.

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Stockholder Engagement
1
Scheduled meetings in 2019 with stockholders
stockholdereng_pie1.jpg
We contacted stockholders which in aggregate represented over 67% of common stock outstanding.
2Regular engagement with stockholders on a broad range of topics
2019 Discussion Topics included
Performance
Succession Planning and Board Refreshment
Diversity and Inclusion
Environmental, Social and Governance Matters
Executive Compensation
Political Contributions Disclosure
3
Report to Board of Directors
Senior management regularly updates each committee on relevant topics highlighting items discussed and feedback received during stockholder outreach campaigns.
4
Response
Examples of the feedback we received from our investors on executive compensation over the last few years, and how that feedback impacted compensation design are detailed below as well as under Compensation Program Evolution
WHAT WE HEARD
HOW WE RESPONDED
Pay for performanceReduced emphasis on individual performance and decreased payout at the threshold level in annual incentive program. Tied 100% of the annual incentive compensation of all the executive officers (80% for the CEO) to the performance of Company financial goals.
Align compensation to long-term stockholder value
Increased weighting of performance-based equity awards, included two performance metrics (ROIC(1) and Consolidated AFFO per Share(1) growth), incorporated a three-year performance period in our PSU program and eliminated stock options.
Improve communication and transparencyFocused on enhancing our disclosure, including use of graphics to improve our communications.
Align executives' interests with stockholders’ interestsImplemented stock ownership guidelines for all executive officers, including increasing the holding requirement for our CEO.
5
Outcomes
Consideration of Most Recent “Say On Pay” Vote
Each year, the Committee considers the outcome of the advisory vote on our executive compensation program. Stockholders continued to show strong support of our executive compensation program, with over 97% of the votes cast for the approval of the “say-on-pay” proposal at our 2019 Annual Meeting of Stockholders. Given stockholder response, we made no significant changes to our executive compensation program in 2019.
atc_image591.jpg
(1)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
We regularly review our compensation program to ensure that we remain a leader in executive compensation best practices and continue to incorporate stockholder feedback. We will continue with regular stockholder engagement activities to understand perspectives firsthand.
Proposal 3 (page 72) gives our stockholders the opportunity to cast an advisory vote on our executive compensation program as described in this Proxy Statement. Although this vote is non-binding, the Committee will review the results of the vote as it did in 2019 and take those results into account when making future determinations concerning the executive compensation program and policies.
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Compensation Program Evolution
Our short- and long-term incentive compensation programs focus our leadership on key areas that drive the business forward and align to the short- and long-term interests of our stockholders. The Compensation Committee regularly reviews and discusses plan performance and considers many factors when electing to make plan changes for future incentive plans including results, market trends, feedback from their independent compensation consultant, and stockholder feedback. The table below shows the actions we have taken over the last five years to evolve and align the programs with stockholders’ interests and feedback received.
Annual performance bonus was based on achievement of pre-established Company financial goals (total property revenue and Adjusted EBITDA(1)) (50% of target award) and achievement of pre-established individual goals and objectives (strategic, organizational development and operational) (50% of target award). The payout level at threshold was 75% of target
Long-term incentive compensation consisted of stock options with four-year vesting period (50% of target award) and time-based RSUs with four-year vesting period (50% of target award)
Stock ownership guidelines were based on a multiple of base salary for executive officers (five times base salary for the CEO and three times base salary for the executive officers directly reporting to the CEO) and a multiple of the annual cash retainer for non-employee Directors (five times annual retainer)

PRE-2015
Changed mix of long-term incentive compensation: stock options with four-year vesting period (50% of target award); PSUs with three consecutive one-year performance periods (25% of target award) and time-based RSUs with four-year vesting period (25% of target award)
The performance metric for PSUs of AFFO per share(1) year-over-year growth rates was introduced

2015
Increased weighting of annual performance bonus to achievement of pre-established Company financial goals (total property revenue and Adjusted EBITDA(1)) (80% of target award) and achievement of pre-established individual goals and objectives (strategic, organizational development and operational) (20% of target award). The payout level at threshold reduced to 50% of target
Changed long-term incentive compensation mix to no stock options; PSUs with three-year performance period (60% of target award) and RSUs with four-year vesting period (40% of target award)
Added another performance metric for PSUs to include ROIC(1) to complement Consolidated AFFO per Share(1)
Increased stock ownership guidelines to be based six times base salary for the CEO. In addition, executive officers were required to retain at least 50% of shares net of tax obligations until they meet the ownership requirements
2016
Changed annual performance bonus to be based on achievement of pre-established Company financial goals (total property revenue and Adjusted EBITDA(1)) (100% of target award) for each of the NEOs, other than the CEO. For the CEO, annual performance bonus was changed to be based on achievement of pre-established Company financial goals (80% of target award) and achievement of pre-established individual goals and objectives (20% of target award) as agreed with the Committee
Changed long-term incentive compensation/succession planning to revise the vesting terms of PSUs to provide for a full payout in the event of a “Qualified Retirement,” subject to certain conditions being met
2018
Changed allocation of equity awards to be 70% PSUs and 30% RSUs for the CEO while the allocation for the other NEOs remained at 60% PSUs and 40% RSUs
Changed peer group for 2020 compensation decisions based on Company's significant growth in market capitalization, as well as the increased complexity and scope of our business and size of leadership team
2019
(1) Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
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 strategic objectives, while also positioning the Company to generate attractive long-term returns for our stockholders. We expect above-average performance from our executive officers and manage our business in a way that results in each executive having a substantially broader scope of responsibilities than is typically found in the market. 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 comparatively greater individual responsibilities.
We place great emphasis on equity awards in our overall compensation, and our annual performance incentive awards are performance-driven and based on achievement of Company goals and objectives established at the beginning of the year, as well as individual performance goals for the CEO. Equity awards focus on longer-term operating and stock performance objectives, stockholder value appreciation and retention.
p33_compensationoversight1.jpg

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Summary of Executive Compensation Program
The following is a summary of the components of our 2019 compensation program and how they helped us achieve our compensation objectives. The Company targets annual base salary, target annual performance incentive and long-term incentive opportunities at approximately the 50th percentile of the market.
ANNUAL BASE SALARY
atc_image551.jpg
ANNUAL PERFORMANCE INCENTIVE PROGRAM
image751.jpg
LONG-TERM INCENTIVE PLAN
Provides competitive level of compensation to attract and retain highly-qualified executive talent
Rewards sustained performance over time and is intended to provide a degree of financial stability to the executive
Provides at-risk, variable cash pay opportunity for performance over one year
Annual incentive targets are designed to motivate our executives to achieve or exceed annual goals within appropriate risk parameters
Provides at-risk, variable, equity-based pay opportunity for sustained operating performance measured over three years
Long-term retention tool that provides both time-based and performance-based restricted stock units
Focuses executives on the creation of long-term stockholder value
Executive Pay Mix for 2019
As illustrated in the charts below, the vast majority of the targeted mix of compensation for our CEO and other NEOs for 2019 consisted of at-risk pay elements (i.e., all compensation other than base salary). This mix directly ties executive pay to Company performance, including financial results, strategic initiatives and stock performance. In addition, the Committee believes that a significant percentage of each executive’s target compensation package should consist of equity-based compensation, as this weighting serves to properly align with our compensation philosophy of appropriately balancing risk and motivating our executive officers to achieve Company performance objectives in the short term and to grow the business to create value for our stockholders in the long term.
CHIEF EXECUTIVE OFFICER
TARGET COMPENSATION
AVERAGE OF OTHER NEOs
TARGET COMPENSATION
piechart_ceoxtrgtcompensat.jpg
piechart_averageofotherneo.jpg

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Compensation Governance and Best Practices
We supplement our pay for performance program with a number of compensation policies intended to align the interests of management with those of our stockholders.
ü AT AMERICAN TOWER WE…
û AT AMERICAN TOWER WE DO NOT
Tie a high ratio of our executives’ pay to performance.
As described above, 94% and 88% of the total direct compensation opportunity (assuming target performance) for our CEO and other NEOs, respectively, was in the form of short- and long-term incentive compensation.
Weight incentives toward quantitative metrics.
Our annual performance incentive program is based solely on quantitative metrics relating to pre-established Company financial goals for all our executive officers except the CEO, for whom the program is also heavily weighted in favor of quantitative metrics (80%).
Require significant stock ownership.
We maintain aggressive guidelines to reinforce the importance of stock ownership. This is intended to align the interests of our executive officers and Directors with those of our stockholders and to focus our senior management team on our long-term success.
Subject incentive compensation to claw back provisions.
The terms of our annual performance incentive awards and long-term, equity-based awards allow American Tower in certain circumstances to “claw back” cash and shares received pursuant to such awards or to require the repayment of all gains realized upon disposition of such shares.
Provide a consistent level of severance.
We maintain a competitive and responsible severance program to provide a consistent approach to executive severance and to provide eligible employees with certainty and security. Under this program, severance benefits are available only upon a “Qualifying Termination.”
Use an independent compensation consultant.
The Committee has engaged Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant. Meridian has no other ties to American Tower or its management and meets stringent selection criteria.
Engage directly with our stockholders.
We maintain direct and open communication with our stockholders throughout the year, conduct active stockholder engagement initiatives and respond to all inquiries in a timely manner.
Use multiple performance metrics.
We use multiple performance metrics in our short- and long-term incentive programs to discourage unnecessary short-term risk taking.
Permit hedging or pledging of American Tower securities.
Our Anti-Insider Trading Policy and Code of Conduct prohibit short sales and hedging transactions, as well as pledging of our securities, by all of our employees and Directors. In addition, our policies impose limits as to when and how our employees, including our executive officers and Directors, can engage in transactions in our securities.
Encourage excessive or inappropriate risk-taking through our compensation program.
The Committee, together with its independent compensation consultant and management, conducts an annual risk review of American Tower’s compensation programs to determine if any elements of these programs create an inappropriate level of risk and reviews management’s mitigation activities with respect to any significant potential risks.
Provide golden parachute tax gross-ups.
We do not provide excise tax gross-ups to our NEOs.
Reprice stock options or repurchase underwater stock options.
Our equity incentive plan prohibits, without stockholder approval, (i) the amendment of any outstanding stock option to reduce its exercise price or replace it with a new award exercisable for our Common Stock at a lower exercise price; and (ii) the purchase of an underwater stock option for cash.
Provide excessive perquisites.
We do not provide excessive perquisites to our executive officers, nor do we offer them any deferred compensation plans, supplemental executive retirement plans or loans of any kind.

Provide single trigger acceleration of equity.
Our severance program provides acceleration of equity only upon a “double trigger,” meaning that executives are only entitled to acceleration in the event of a “Qualifying Termination” within 14 days before, or two years following a “Change of Control.”
Provide uncapped incentive awards.
Our annual incentive awards cannot exceed 200% of the bonus target.

AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Overview of Our Compensation Program
PHILOSOPHY
Focus on Pay for Performance. The guiding principle of our executive compensation philosophy is to pay for performance. Fundamentally, our program is designed to:
attract and retain top talent;
motivate and engage our executive officers; and
drive sustainable, long-term growth and stockholder value consistent with our values, vision and growth strategy.
Peer Group Review. The Committee believes it is important to understand the relevant market for executive talent to ensure that the executive compensation program supports the attraction and retention of highly qualified leaders. The Committee assesses market conditions annually through a review of peer group compensation data compiled by the Committee’s independent compensation consultant. Due to the unique nature of our business, including its global scope and growth, there are ongoing challenges in developing the most appropriate mix of companies for our peer group. In its annual review of our peer group composition, the Committee takes into account these challenges, which include the following:
The scope of our business spans two major sectors—wireless communications and real estate—as a result there are very few companies directly comparable to us;
We have large international operations located in a number of distinctive markets;
We manage our business with a smaller senior management team than is typically found in the technology, wireless communications or real estate industries; and
We operate and are classified as an infrastructure REIT and are one of very few global technology REITs.
There were no changes to our peer group in 2019 versus 2018. Our peer group consists of companies in the wireless communications site leasing industry, other REITs, companies with comparable revenues, firms with similar business models and companies from which we would consider recruiting talent. The Committee believes this grouping provides a meaningful perspective of current pay practices and levels as well as overall compensation trends. The peer group used for developing 2019 pay decisions consisted of the following companies:
Peer Group for 2019 Compensation Decisions
Adobe Systems Incorporated
Alliance Data Systems Corporation
Broadcom Inc.
Boston Properties, Inc.
Crown Castle International Corp.
Equinix, Inc.
Fidelity National Financial
Harris Corporation
Intuit Inc.
Juniper Networks, Inc
MasterCard Incorporated
Motorola Solutions, Inc.
Public Storage
Rockwell Collins, Inc.
Salesforce.com, Inc.
Simon Property Group, Inc.
Ventas, Inc
Vornado Realty Trust
Welltower Inc


AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
AMERICAN TOWER POSITIONING RELATIVE TO ITS PEER GROUP(1)
graphic_atcrrelativepeers1.jpg
(1)Reflects amounts for fiscal year ended as of December 31, 2019.
Source: S&P Capital IQ
While our total revenues are substantially similar to the peer group median, our market capitalization is significantly higher, which is attributable to the sustained growth of the business that creates value for our stockholders in the long term.
For 2020, we have taken further steps to refine the peer group based on this significant growth in market capitalization, as well as the increased complexity and scope of our business and size of the leadership team. The table below reflects the changes to the peer group to be used in establishing pay recommendations for fiscal year 2020 as a result of inclusion of additional financial and other metrics: average quarterly market capitalization, three-year average Adjusted EBITDA Margin(1), revenue, industry and assets.
graphic_2020peergroup1.jpg
(1) Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
Benchmarking Analyses. In addition to data from our peer group, the Committee reviews third-party industry survey data as a general indicator of relevant market conditions and pay practices. The Committee reviews market data at the 25th, 50th and 75th percentiles from a custom peer group, REIT subgroup, and the S&P 250. This data serves as a broader reference point for determining what types and amounts of compensation are appropriate. In determining the appropriate compensation packages necessary to recruit and retain valuable senior executives, the Committee also considers market conditions, relative experience levels, relative executive tenure, special capabilities and global complexity to be significant factors. The Committee generally targets total compensation in a competitive range around the 50th percentile of the market.
Small Management Team. Base salaries are set in recognition of (i) an efficient management structure, where there are few executive officers, each of whom has significant tenure at the Company and experience in a highly specialized and varied business, and (ii) continued attraction and retention of this executive talent. Despite the significant growth in the size of the Company, the size of the senior management team provides a competitive advantage and promotes greater efficiency across the business.

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
Detailed Evaluation by the Committee. In making determinations with respect to all elements and amounts of executive compensation, the Committee reviews the CEO’s assessment of each executive and his contribution to the Company’s financial performance (outlined in “Financial Goals and Performance” below). In addition, the Committee considers the executive’s potential for continued contribution to the Company’s long-term success. For the CEO, the Committee reviews his performance and contribution to the Company’s financial performance and evaluates whether he met his pre-established individual performance goals (outlined in “Review of 2019 CEO Performance” below).
Actual compensation paid to each executive officer may be above or below target pay positioning based solely on actual Company performance, other than for the CEO, for whom actual compensation will be based on Company financial performance (80%) and individual performance (20%). Other factors which affect actual compensation include retention risk, future potential at the Company and internal equity considerations.
Emphasis on Future Pay Opportunity Versus Current Pay. The Committee strives to provide an appropriate mix of compensation elements, with an emphasis on performance-based, long-term compensation. Cash payments primarily reward annual performance, while equity awards incentivize our NEOs to continue to deliver sustained results over a longer period of time and also serve as a retention tool. The Committee believes that a substantial portion of our NEOs’ compensation should be “at-risk,” that is, dependent on our operating and stock-price performance.
Significance of Overall Company Results. The Committee’s evaluation of our NEOs places emphasis on their contributions to overall Company performance, rather than on their individual business or function. The Committee believes that the NEOs share responsibility for supporting the goals and performance of the Company as a whole.
Compensation Determinations for 2019
Below we discuss the Committee’s key compensation decisions for 2019, which were made based on our compensation philosophy and with advice from the Committee’s compensation consultant (see “Other Compensation and Governance Practices and Policies—Role of the Compensation Consultant”). In evaluating Company performance, the Committee considered our overall financial results, as well as peer group and benchmarking analyses. For fiscal year 2019, based on our assessment of all the market data in light of our executive talent, the Committee has concluded that our NEOs in the aggregate are competitively positioned on a target total compensation basis.
The Committee works with its compensation consultant to better understand and continually monitor market competitive pay practices, which it then considers when determining compensation adjustments and changes for the coming year. This annual process includes reviewing the peer group and conducting a competitive market benchmark analysis.
BASE SALARY
The Committee heavily weighs the size of the senior management team relative to the size of the Company. We believe that operating with a small senior management team enables us to leverage the broader capabilities of our executive officers more effectively across a wider range of business and functional responsibilities and fosters a team approach and greater collaboration among our executive officers. As a result, annual base salaries for our NEOs are, and must remain, competitive. Our NEOs have consistently achieved strong Company performance results by working closely as a team. Given this team orientation and collaborative environment, and after considering tenure in their current positions, the salaries reflect historical key contributions and expectations of significant continued contributions to the Company’s long-term success.
Based on review of competitive market data and internal pay equity considerations, the Committee decided to increase the base salaries by the standard market merit increase of 3% for our NEOs other than our CEO. Mr. Taiclet’s base salary has not increased since 2011.

AMERICAN TOWER CORPORATION 2020 PROXY STATEMENT
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
BASE SALARIES (2018 AND 2019)
Name2018 Base Salary2019 Base SalaryPercent Change
James D. Taiclet
$1,100,000  $1,100,000  %
Thomas A. Bartlett
$766,500  $789,495  %
Edmund DiSanto
$613,200  $631,596  %
Amit Sharma
$615,038  $633,489  %
Steven O. Vondran(1)
—  $592,250  N/A  
(1)Mr. Vondran first qualified to be a NEO in the 2019 fiscal year and, accordingly, compensation information in prior years is not provided.
ANNUAL PERFORMANCE INCENTIVE AWARDS
At the beginning of each year, the CEO works with the Committee to set his individual goals, objectives and performance metrics for the year, as well as Company financial goals. As part of this process:
The CEO reviews with the Board and Committee how short-term annual performance targets align with and support the strategic priorities and direction of the Company.
Company financial goals, as well as the CEO’s individual goals, are reviewed by the Committee. As described above in the Executive Summary, 100% of each of our executive officer’s annual bonus opportunity is based on the Company’s achievement of pre-established financial goals, except for the CEO, who has 80% of his goals tied to achievement of such Company financial goals, and 20% tied to achievement of identified individual goals set at the beginning of the year. Individual performance goals are measured based on metrics unique to the CEO’s role and scope of responsibilities and are reviewed and approved by the Committee. The CEO’s individual performance goals are discussed below under “Review of 2019 CEO Performance.”
The annual incentive plan design for our executives demonstrates our commitment to rigor and objectivity in establishing and meeting our compensation goals. Upon review of peer group practices, the Committee noted that the Company’s threshold performance for revenue and Adjusted EBITDA(1) were more challenging than its peers, and that the Company’s revenue and Adjusted EBITDA(1) goals to earn a maximum payout were more stringent than the Company’s peers, further demonstrating that the Company sets rigorous financial goals for its incentive plans.
The target award opportunities (as a percentage of base salary) are also established at the beginning of the year, based on the market competitive benchmarking analyses. The Committee determines actual incentive payouts after assessing Company performance for all NEOs, as well as individual performance for the CEO, relative to pre-established goals and then comparing performance achieved during the current year versus prior years.
(1) Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.











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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
FINANCIAL GOALS AND PERFORMANCE
We use the Stand and Deliver strategic priorities as outlined above under “Our Business” to measure the success of the Company, and these priorities are directly linked to the metrics used by the Company to measure financial performance. Two specific Company financial goals are used to determine the executives’ annual incentive awards: Total property revenue(1) and Adjusted EBITDA.(2) We use these quantitative goals as we believe that making Company financial performance a shared objective encourages alignment and teamwork.
ANNUAL INCENTIVE AWARD METRICS AND WEIGHTINGS
CEOOther NEOs
pg29_graphicxceo1.jpg
pg29_graphicxneos1.jpg
PAYOUTS BASED ON PERFORMANCE LEVELS
p39_payoutsbasedonperfline1.jpg
(1)Total property revenue excludes pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A.
(2)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
WHY THESE PERFORMANCE MEASURES?
We use total property revenue and Adjusted EBITDA(1) as the two quantitative goals in our annual executive incentive program. We believe these performance metrics are among the most important for our stockholders and therefore enhance the alignment of annual bonuses with stockholder interests, as these goals are used to measure management’s ability to grow our business profitably while also increasing cash generation and controlling costs. Both metrics are reported in our quarterly results and guidance to the market.
We use the initial Company budget that is set at the beginning of the fiscal year to set Company goals for total property revenue, excluding pass-through revenue, and Adjusted EBITDA(1). Pass-through revenue is primarily based on ground rent and/or power and fuel expense tenant reimbursements. As a result, our total property revenue including pass-through revenue in any given period may fluctuate in a way that is not necessarily representative of the Company’s real estate business or the underlying trends in that business.
Consequently, we adjust total property revenue to exclude pass-through revenue from the goal setting process. We further adjust the financial goals for fluctuations in foreign currency exchange rates and material acquisitions that close during the year.
In addition, we incorporate the prior year’s actual results in our annual goal setting process to (i) ensure that the new performance targets are rigorous but achievable and (ii) challenge the executive team to perform at consistently higher levels during each subsequent year. Accordingly, after adjusting for the impact of certain non-recurring one-time items related to the Company's settlement with Tata and related entities in 2018 and carrier consolidation-driven churn in India, the 2019 target levels for total property revenue, excluding pass-through revenue, and Adjusted EBITDA(1) increased by approximately 6% and 8%, respectively, from the 2018 financial results, evidencing rigorous goals that cannot be achieved without superior performance.
(1)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
The following table sets forth the targets, as adjusted, for each goal, as well as the performance achieved.
2019 COMPANY FINANCIAL GOALS ($ IN BILLIONS)
Goal
Target(1)
Actual(2)
Performance
Total Property Revenue(3)
$6.223  $6.471  Exceeded
Adjusted EBITDA(4)
$4.529  $4.745  Exceeded
(1)Target adjusted to reflect fluctuations in foreign currency exchange rates and material acquisitions that have closed during 2019.
(2)On February 25, 2020, we issued a press release reporting our actual results for 2019.
(3)2019 Company financial goals for total property revenue exclude pass-through revenue. For a reconciliation of total property revenue, excluding pass-through, see Appendix A.
(4)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
As indicated in the table above, the Company exceeded each of its financial goals, and the achievement percentage reflects a payout slope for each 1% above the adjusted target for each financial goal. The calculation for the weighted achievement for these combined financial goals is outlined in the tables below.
2019 FINANCIAL GOALS FOR THE NEOs (EXCLUDING THE CEO)
Weighting
Achievement
Weighted Achievement
Total Property Revenue(1)
40 %166 %174 %
Adjusted EBITDA(2)
60 %179 %
(1)2019 Company financial goals for total property revenue exclude pass-through revenue. For a reconciliation of total property revenue, excluding pass-through, see Appendix A.
(2)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
2019 FINANCIAL GOALS FOR THE CEO
Weighting
Achievement
Weighted Achievement
Total Property Revenue(1)
30 %166 %140 %
Adjusted EBITDA(2)
50 %179 %
(1)2019 Company financial goals for total property revenue exclude pass-through revenue. For a reconciliation of total property revenue, excluding pass-through, see Appendix A.
(2)Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.
2019 INDIVIDUAL PERFORMANCE GOALS FOR THE CEO
In addition, the Committee determined that the CEO exceeded his individual goals for 2019, as described in more detail below under “Review of 2019 CEO Performance.” In making these determinations, the Committee reflected on the strategic vision and leadership of the CEO and the performance of goals in a complex domestic and international space. The following table sets forth the weighted achievement of individual goals for the CEO.
Weighting
Achievement
Weighted Achievement
James D. Taiclet
20 %200 %40 %



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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
The following table sets forth the target award opportunities and actual incentives paid to our NEOs for the fiscal year 2019 and compares them to the target awards and actual incentive payments for the prior fiscal year. The Committee did not exercise any discretion in setting final bonus payout amounts.
BONUS TARGETS AND PAYOUTS (2018 AND 2019)
Target Annual Incentive Award
Actual Annual Incentive Awards
Name
Year
Target Bonus
(%)(1)
Amount
($)
% Achievement of Target BonusAmount
($)
Percentage
Change
James D. Taiclet2018130 %$1,430,000  152 %$2,173,600  
2019150 %$1,650,000  180 %$2,961,750  36 %
Thomas A. Bartlett201895 %$728,175  140 %$1,019,445  
2019100 %$789,495  174 %$1,374,511  35 %
Edmund DiSanto201895 %$582,540  140 %$815,556