UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                             Filed by a Party other than the  Registrant  ☐

Check the appropriate box:

AMERICAN TOWER CORPORATION

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

Dear Stockholder:

April 10, 2019

It is my pleasure to invite you to American Tower Corporation’s 2019 Annual Meeting of Stockholders, which will be held on Tuesday, May 21, 2019 at 11:00 a.m., local time, in the Braemore/Kenmore Room at the Colonnade Hotel, 120 Huntington Avenue, Boston, Massachusetts 02116.

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; 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 in person at the meeting. If you vote by proxy prior to the meeting, you may withdraw your proxy and vote in person at the meeting if you wish to do so. Whether or not you plan to attend the meeting in person, 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,

James D. Taiclet

Chairman of the Board, President and

Chief Executive Officer

		Letter from the Lead Independent Director

April 10, 2019

Dear Fellow Stockholders,

I appreciate the opportunity to serve as American Tower’s Lead Director, working with a group of dedicated and insightful colleagues, and engaging with you, our valued stockholders. As Directors, it is essential that we guide management in the pursuit of our mutual objective to create long-term value for our stockholders through providing independent oversight of the Company’s leadership team, engaging in constructive dialogue concerning business strategy and potential risks facing the Company, assuring development of our people and requiring commitment to sound ethics, governance, social and environmental responsibility.

Independent Board Leadership; CEO Evaluation Process – As a Company with a culture of strong performance, having Jim serve as both Chairman and CEO of American Tower drives long-term value creation for our stockholders. It ensures that management and the Board are aligned in our view of opportunities and risks, while driving consistent focus on strategy and execution that support American Tower’s role as a leader in the telecommunications industry. As Lead Director, I ensure that we maintain an active dialogue regarding business, financial and governance matters, and I also preside over executive sessions of independent Directors, so that we may guide the alignment of business decisions with the Company’s overall strategic direction and determine what adjustments may be needed in terms of considering key matters on the meeting agendas. I also interact with stockholders, when appropriate, to discuss governance related matters and ensure that their viewpoints are represented in the boardroom.

The primary responsibility of the Board is to foster the long-term success of the Company, and a key element in fulfilling this responsibility is establishing our leadership structure. The Nominating and Corporate Governance Committee regularly reviews the current Board structure, including whether the roles of Chairman and CEO should be separated and the duties of the Lead Director, and values the flexibility of determining the best leadership structure based on the Company’s needs at the time.

Risk Management – The Board oversees the management of the Company’s risk exposure. As Directors, we are individually and collectively dedicated to our role as your representatives and we believe that our diverse skills and backgrounds reflect the expertise essential for effective oversight of the business. The Board uses its deep knowledge in areas such as business leadership, operational, industry and global experience to oversee the Company’s risk profile, including its approach to capital allocation, its operational footprint and its investment decisions. The Board considers the breadth of the Company’s risk management framework when approving its strategy and risk tolerance, and verifies that strategic plans are commensurate with our ability to identify, manage and measure risk appropriately.

Human Capital – Our continued commitment to employees was recognized by Forbes, which included us in its list of America’s Best Mid-Size Employers and, more recently, in its list of America’s Best Employers for Diversity. We strive to attract and retain the very best talent and empower our employees through training and extensive

opportunities for development. Our robust employee performance review process paired with comprehensive succession planning ensures long-term success of the Company through seamless leadership transitions. In 2018, as a result of our talent management program, two internal successor candidates were promoted to the leadership team after management retirements: Steve Vondran became our new Executive Vice President and President, U.S. Tower Division, and Olivier Puech became our new Executive Vice President and President, Latin America and EMEA. In addition, during the year, as part of our long-term compensation planning efforts, we revised our executive retirement benefits and guidelines to provide for full vesting of performance-based restricted stock unit awards subject to certain conditions being met.

Commitment to Sustainability – We published our first standalone sustainability report in 2018 to provide our stakeholders with insight into our achievements and initiatives related to environmental, social and governance matters around the globe. The reduced footprint of shared infrastructure is a key element in achieving a green business model. We have set aspirational goals as a Company to reduce our emissions and are pursuing several hybrid-energy initiatives and renewable energy solutions throughout our markets. Through the American Tower Foundation, we have provided numerous grants to charitable organizations, matched employee donations and donated to natural disaster relief efforts.

We value your support, and we encourage you to share your opinions with us. We are committed not only to delivering solid results, but also to representing your interests in 2019 and beyond. Thank you for your continued support. On behalf of our Board of Directors, we look forward to seeing you at the Annual Meeting.

Sincerely,

Pamela D.A. Reeve

Lead Director

Notice of

2019 Annual Meeting of Stockholders

HOW YOU MAY VOTE

You may vote if you were a stockholder of record on March 27, 2019 (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 internet By Telephone Mailing your signed proxy form In person at the meeting

For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 79 of this Proxy Statement.

Boston, Massachusetts

April 10, 2019

American Tower Corporation

116 Huntington Avenue

Boston, Massachusetts 02116

Whether or not you expect to attend the 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 10, 2019.

Table of Contents

AMERICAN TOWER CORPORATION 2019 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

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PROXY STATEMENT SUMMARY

 

ANNUAL PERFORMANCE INCENTIVE PROGRAM

For 2018, 100% of the target bonus awards for each of the executive officers, other than the CEO, was tied to achievement of the Company’s pre-established financial goals. The CEO’s target award, however, was 80% tied to achievement of the Company’s pre-established financial goals and 20% tied to achievement of pre-established individual performance goals. See “Compensation Discussion and Analysis” beginning on page 27.

 

CEO Annual Performance		Other Executive Officers Annual Performance

LONG-TERM INCENTIVE (LTI) PLAN

For 2018, the targeted grant date award value for each executive officer was allocated 60% to PSUs and 40% to restricted stock units (RSUs). 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 27.

 

LTI Plan Composition

The number of PSUs earned is based on achievement of pre-established performance goals: cumulative Consolidated AFFO per Share and average ROIC⁽¹⁾ for a three-year performance period. 70% of the PSU award is based on Consolidated AFFO per Share and 30% is based on ROIC. The actual payout is based on performance levels against these goals. The chart below highlights the payout levels.

 

PSU Vesting Performance Matrix

 

(1)	Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.

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PROXY STATEMENT SUMMARY

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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 Amended and Restated By-Laws (By-Laws) in the “Investor Relations” 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 President and CEO, Mr. Taiclet, who assumed the role of Chairman of the Board in February 2004 and is the only management Director. Ms. Reeve is our independent Lead Director, 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.

The Nominating Committee regularly reviews the current Board structure, including the roles of Chairman and CEO and the duties of the Lead Director. The Nominating Committee continues to believe that having a single Chairman and CEO with a strong independent Lead Director, complemented by an independent Board, has provided an appropriate balance and has contributed to our pursuit of sound corporate governance and Board effectiveness. We believe that having our CEO, the individual most familiar with our day-to-day operations, chair regular Board meetings ensures that key business issues and stockholder interests are brought to the attention of our Board in a timely manner. Mr. Taiclet’s dual role has been advantageous to the Company as he has demonstrated the leadership necessary to focus the Board’s time and attention on the most critical matters and facilitate constructive dialogue among Board members. His role also provides a unified vision for the Company and fosters effective strategic execution, allowing the Board to be responsive to industry trends and stakeholder interests with direct input from Mr. Taiclet. In addition, the Company’s growth and strong performance since Mr. Taiclet was appointed Chairman in 2004 demonstrates that this leadership structure has been effective. The Board recognizes that the combined Chairman and CEO role has worked well and that an introduction of a split board leadership structure would not be in the best interests of the Company (see the Board’s Statement in Opposition to Proposal 4 on page 74 for additional insight).

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CORPORATE GOVERNANCE

Board of Directors

Consistent with our Corporate Governance Guidelines, the Lead Director performs the following responsibilities to co-manage the Board effectively while providing independent oversight:

Other duties include:

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 to the Company. We are committed to ensuring that our Board is made up 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. As we expand our operations throughout the world, the Nominating Committee strives to maintain a Board with the knowledge and skills necessary to oversee a global company effectively.

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Board of Directors

Board Succession Planning

The Nominating Committee works with the Chairman and 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.

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 12 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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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 7, the Nominating Committee focuses on diversity, including traditional diversity categories such as gender, race and national origin, as well as 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:

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STOCKHOLDER OUTREACH

We believe that regular, transparent stockholder engagement is essential to American Tower’s long-term success. In 2018, we continued our practice of engaging with stockholders to understand their perspectives on corporate governance, executive compensation, sustainability and other matters. We made presentations at financial and industry conferences, met with financial analysts and investment firms, held in-person meetings with institutional stockholders and responded to inquiries from our stockholders. Through these discussions, we received valuable feedback from our stockholders, which, among other things, impacted our compensation design and corporate governance practices. For instance, in our compensation design, we received feedback from certain of our stockholders to assure that we were closely aligning the annual incentive bonus award payouts to clear, transparent goals for purposes of evaluating pay for performance. Accordingly, at the beginning of 2018, the Committee redesigned the annual incentive program for each of our executive officers, other than the CEO, so that 100% of the target award would be tied solely to achievement of pre-established Company financial goals. In addition, in response to investor feedback and internal drivers, we published our first sustainability report in 2018 to provide greater transparency in our environmental, social and governance initiatives. In 2017, we implemented proxy access, to give our stockholders a significant voice in director elections.

BOARD MEETINGS

During fiscal year 2018, our Board held four regular meetings in person and two 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. All of our Directors attended our 2018 Annual Meeting of Stockholders. 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

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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:

In addition, ownership of a significant amount of our Common Stock, by itself, does not constitute a material relationship.

For relationships not covered by these guidelines, the other independent Directors will determine whether a material relationship exists, based upon the recommendation of the Nominating Committee. No immediate family relationship exists between any of our Directors or executive officers and any other Directors or executive officers. The Board has determined that, 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. Hormats and Lara and Ms. Reed had no relationship with the Company, other than being a Director or stockholder. The Board also noted that Mr. Dolan currently serves as an advisor to the enterprise business at Verizon. While Mr. Dolan is not a director or executive officer of Verizon, he will recuse himself if transactions involving or relating to the Verizon enterprise business are discussed at Board meetings. With respect to Messrs. Macnab, Sharbutt and Thompson and Mses.

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Board of Directors

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 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 2018.

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

Each member of the Audit Committee is an audit committee financial expert under SEC rules and has the accounting or related financial-management expertise required under NYSE rules. In addition, each member is “independent” under the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (Exchange Act). No Audit Committee member serves on the audit committee of more than two other public companies.

The Audit Committee’s meetings in 2018 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.

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      Compensation Committee

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 27.

      Nominating and Corporate Governance Committee

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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 2018. We expect to conduct a similar Board and committee self-evaluation process in 2019.

DIRECTOR COMPENSATION

As of December 31, 2018, our standard compensatory arrangement with our non-management Directors included the following:

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Board of Directors

On March 12, 2018, based on their performance in the prior year and expected future contributions to the Company, we granted each of the non-management Directors 1,241 RSUs, which will fully vest and settle in shares of Common Stock on the one-year anniversary of the grant.

The following table provides information regarding the compensation of each non-management Director who served on our Board during the year ended December 31, 2018. Information regarding the compensation of Mr. Taiclet may be found under “Executive Compensation” beginning on page 52.

DIRECTOR COMPENSATION FOR 2018

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CORPORATE GOVERNANCE

Risk Oversight

Risk Oversight

The Board oversees the management of the Company’s risk exposure through the following framework:

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Corporate Responsibility at American Tower

The Board is responsible for understanding the Company’s most significant risks and ensuring that management responds appropriately with risk-informed strategic decisions. The Board monitors risk exposure to ensure that it is in line with the Company’s overall tolerance for, and ability to manage, risk.

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 Audit Committee:

The Compensation Committee:

The Nominating Committee:

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 as led by our Chairman/CEO and our independent Lead Director.

Corporate Responsibility at American Tower

In 2018, we published our first standalone sustainability report which summarized our key accomplishments in the areas of environmental, social and governance practices across our markets. We focus on promoting the highest 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 our establishment 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.

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Executive Succession Planning

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 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 and, more importantly, our communities. Our commitment to corporate responsibility is unwavering and plays a critical role in our business strategy.

Cybersecurity

We are committed to properly addressing the growing threat of cybersecurity we face in today’s global business environment. The Audit Committee is responsible for overseeing the Company’s cybersecurity risks and controls. The Board believes that a strong cyber strategy is vital to protect our business, tenants and assets. 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, both in our technology systems and in the broader context of the internet and expanding connectivity, management continually updates its cybersecurity approach to safeguard the Company’s sensitive information and assets.

The Audit Committee periodically evaluates our cyber strategy to ensure its effectiveness and, if appropriate, includes a review from third-party experts.

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 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 time-based 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 27, 2019, each executive officer and Director was in compliance with the guidelines and, except for Ms. Lieblein, who joined the Board in June 2017, each exceeded his or her applicable stock ownership requirement.

Executive Succession Planning

The Board recognizes that succession planning is a key component of our continued success. 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

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Approval of Related Party Transactions

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.

In 2018, as part of the Board’s succession planning, two internal candidates, Steve Vondran and Olivier Puech were promoted to Executive Vice President and President, U.S. Tower Division, and Executive Vice President and President, Latin American and EMEA, respectively, as a result of management retirements.

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 27, 2019, regarding shares of Common Stock beneficially owned as of such date by:

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 27, 2019. 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 26, 2019, which we collectively refer to below as “presently vested equity.” All percentages with respect to our Directors and executive officers are based on the shares of Common Stock outstanding as of March 27, 2019. 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.

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CORPORATE GOVERNANCE

Security Ownership of Certain Beneficial Owners and Management

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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 2018 (ended December 31, 2018) 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 PCAOB Auditing Standard No. 1301 (Communications with Audit Committees). 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, 2018.

By the Audit Committee of the Board of Directors of American Tower Corporation.

AUDIT COMMITTEE

JoAnn A. Reed, Chairperson

Grace D. Lieblein

Craig Macnab

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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, 2018 and 2017 ($ in thousands):

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 2018 and 2017, the valuation review and audit service fees included in the total audit-related fees were $1.0 million and $1.1 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.

From time to time, the Audit Committee may pre-approve specified types of services that we expect our independent registered public accounting firm to provide during the next 12 months. The Audit Committee may also authorize any Audit Committee member to approve any audit or non-audit services that our independent registered public accounting firm provides. Any approval of services by an Audit Committee member pursuant to this delegated authority is to be reported at the next meeting of the Audit Committee.

The Audit Committee approved all the services described above in accordance with its pre-approval policies and procedures.

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Compensation and Other Information

Concerning Directors and Officers

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 52 and the report of the Compensation Committee of our Board on page 51 of this Proxy Statement. All references to the “Committee” in this section refer to the Compensation Committee.

Our NEOs for 2018 were:

Mr. Marshall stepped down from his position as Executive Vice President and President, U.S. Tower Division, on August 1, 2018, and retired from the Company on October 31, 2018. Mr. Hess stepped down from his position as Executive Vice President, International Operations and President, Latin America and EMEA, effective October 1, 2018, and as part of his transition plan, is serving in the role of Executive Vice President and Chairman of Latin America and EMEA.

Mr. Sharma joined the Company in September 2007 and this is the first time that he has been included in the Company’s Proxy Statement.

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, 2018 (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 2018, our senior leadership team continued its focus on our key operational priorities: (i) increase the occupancy of our existing communications real estate portfolio to support global connectivity; (ii) invest in and selectively grow our communications real estate portfolio to meet our tenants’ needs; (iii) further improve upon our operational performance and efficiency, including through innovation; and (iv) maintain a strong balance sheet.

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COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS

Compensation Discussion and Analysis

Business Highlights

We achieved strong financial performance and completed significant strategic initiatives in 2018. In addition, the Committee determined that each of our NEOs exceeded the goals and objectives set in early 2018. Compensation determinations were also influenced by our performance against external measures, including direct competitors, peer group companies and survey data.

Each of our four key operational priorities outlined above under “Our Business” directly correlates to the financial goals used by the Company to measure performance. Increased occupancy and growth of our real estate portfolio is measured by total property revenue. Improvement to our operational performance is demonstrated by Adjusted EBITDA⁽¹⁾ and Consolidated AFFO per Share⁽¹⁾. A strong balance sheet allows us to invest in growth opportunities that has resulted in our maintaining an attractive average ROIC⁽¹⁾ while achieving our goals as to property revenue growth. Certain financial goals are then used to create the incentive award plans for our executives.

Financial Performance (2018 Versus 2017)⁽¹⁾

We generated the following strong operating results for the fiscal year 2018 (all comparative information is presented against the prior-year period):