DEF 14A of American Tower Corp /Ma/, Apr 2, 2025

DEF 14A of American Tower Corp /Ma/

Filed Apr 2, 2025 · FY20240001053507-25-000092

Open on EDGAR

  1. No Incorporation By Reference

    | Compensation Committee Report | | | 64 | | Executive Compensation Tables | | | 65 | | Severance Program | | | 71 | | CEO Pay Ratio | | | 74 | | Pay Versus Performance | | | 75 | | Securities Authorized for Issuance Under Equity Compensation Plans | | | 79 | | Security Ownership of Certain Beneficial Owners and Management | | | 80 | | Delinquent Section 16(a) Reports | | | 81 | | AUDIT MATTERS | | | 82 | | PROPOSAL 3 | | RATIFICATION OF SELECTION OF | | | INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | 82 | | Audit Committee Report | | | 83 | | Independent Auditor Fees and Other Matters | | | 84 | | QUESTIONS & ANSWERS | | | 85 | | ADDITIONAL INFORMATION | | | 89 | | Proposals of Stockholders | | | 89 | | Proxy Access | | | 89 | | Householding of Annual Meeting Materials | | | 90 | | Annual Report on Form 10-K | | | 90 | | APPENDIX A | | | A-1 | | Definitions, Reconciliations to Measures under GAAP and Calculation of Defined Measures | | | A-1 | | Reconciliations to Historical Results | | | A-3 |

  2. Our Director Nominees

    Our Director Nominees

  3. Our Director Nominees

    | PROPOSAL 1 DIRECTORS: Election of Directors | | | The Board recommends you vote FOR each nominee. | See Page 8 |

  4. Our Director Nominees

    Our Director Nominees With the exception of Ms. JoAnn A. Reed, each incumbent Director is standing for re-election at our 2025 Annual Meeting of Stockholders (the Annual Meeting). You are being asked to vote on the election of 11 Directors, all of whom were recommended for nomination to the Board of Directors (Board) by the Nominating and Corporate Governance Committee (Nominating Committee). All Directors are elected annually by a majority of votes cast. Detailed information about each Director’s background, skill set and areas of expertise can be found beginning on page 10.

  5. Our Director Nominees

    | | | | | | STEVEN O. VONDRAN*, 54 President and Chief Executive Officer (CEO), American Tower Corporation Director Since: 2024 Other Public Company Boards: Ameren Corporation Committee Memberships: None | KELLY C. CHAMBLISS, 54 Senior Vice President, IBM Consulting Director Since: 2022 Other Public Company Boards: None Committee Memberships: | TERESA H. CLARKE, 62 Chair, Africa.com LLC Director Since: 2021 Other Public Company Boards: Arthur J. Gallagher & Co. Committee Memberships: | KENNETH R. FRANK, 57 Partner, Banneker Partners Director Since: 2021 Other Public Company Boards: None Committee Memberships: | | | | | | | ROBERT D. HORMATS, 81 Former Managing Director, Tiedemann Advisors, and former Vice Chairman, Goldman Sachs (International) Director Since: 2015 Other Public Company Boards: None Committee Memberships: | Rajesh Kalathur, 56 President, John Deere Financial, and Chief Information Officer, Deere & Company Director Since: 2025 Other Public Company Boards: None Committee Memberships: | GRACE D. LIEBLEIN, 64 Former VP, Global Quality, General Motors Director Since: 2017 Other Public Company Boards: Honeywell International, Inc. Committee Memberships: | CRAIG MACNAB, 69 Former CEO and Chairman, National Retail Properties, Inc. Director Since: 2014 Other Public Company Boards: Independence Realty Trust, Inc. VICI Properties, Inc. Committee Memberships: | | | | | A Audit C Compensation N Nominating Member Chair Audit Committee Financial Expert Independent * Sole Management Director Nominee | | NEVILLE R. RAY, 62 Former President of Technology, T-Mobile US, Inc. Director Since: 2024 Other Public Company Boards: Ziff Davis, Inc. Committee Memberships: | PAMELA D. A. REEVE, 75 Chairperson of the Board Former President and CEO, Lightbridge, Inc. Director Since: 2002 Other Public Company Boards: None Committee Memberships: | BRUCE L. TANNER, 66 Former EVP and CFO, Lockheed Martin Corporation Director Since: 2019 Other Public Company Boards: Truist Financial Corporation Committee Memberships: | |

  6. Executive Compensation Philosophy

    | We Reward Based On | Key Features | | •Company annual and three-year performance relative to pre-established financial goals; •Company annual financial performance relative to that of competitor and peer group companies; •Successful completion of key near-term goals and strategic objectives, while positioning the Company to generate attractive long-term return for stockholders; and •Other relevant considerations, such as retaining executives with above-average performance and proven leadership ability. | •Equity awards weighted toward long-term performance-based metrics; •Reasonable retirement and welfare benefits, and no pension arrangements; •Clawback Policy; •Stock ownership guidelines; •Anti-Insider Trading Policy, including prohibition on hedging and pledging; •Double-trigger equity vesting and no tax gross-ups in the event of a change of control; •Use of an independent compensation consultant; and •Regular risk assessment of compensation programs. |

  7. Executive Pay Structure

    | OVERVIEW | | | | | Annual Base Salary | | | | | American Tower provides a competitive level of compensation to its executive officers to attract and retain highly qualified executive talent and reward sustained performance over time. Base salary is reviewed by the Compensation Committee and determined annually. | | | | | Annual Performance Incentive Program | | | | | American Tower provides an at-risk, variable cash pay opportunity for performance over one year to motivate its executive officers to achieve or exceed annual goals within appropriate risk parameters. | | | | | Target annual performance incentive award for all NEOs:(1) | | | | | | tied to achieving pre-established Company financial goals | | tied to achieving pre-established individual performance goals | | Long-Term Incentive Program | | | | | American Tower provides a long-term, equity-based pay opportunity for sustained operating performance to focus its executive officers on creating long-term stockholder value. | | | | | Target grant award values for the CEO: | | Target grant award values for the other NEOs: | | | | allocated to performance-based restricted stock units (PSUs) | | allocated to PSUs | | | allocated to time-based restricted stock units (RSUs) | | allocated to RSUs | | Updates to Our 2024 Compensation Program As further discussed on page 41, in response to stockholder feedback regarding enhancements we could make to our compensation programs and to better align with market practice, we revised our long-term incentive award program to include relative Total Shareholder Return (TSR) as a core performance measure in our PSUs. | | | | | For grants made in March 2024, the number of PSUs earned is based on achieving pre-established performance goals for a three-year performance period: 50% based on cumulative Attributable AFFO per Share(2) 30% based on average ROIC(2) 20% based on relative TSR The actual payout is based on performance levels against these goals: | | | | | | | | | | For grants made prior to March 10, 2023, each RSU grant vested 25% annually over four years, commencing one year from the date of grant. Beginning with grants made on March 10, 2023, each RSU grant for all of our employees, including our NEOs, vests 1/3rd annually over three years, commencing one year from the grant date. See “Compensation Discussion and Analysis” beginning on page 39. | | | |

  8. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS The following table highlights some of the key qualifications and experience that our Board believes are relevant to the effective oversight of the Company and the execution of our long-term strategy. Further information on each Director nominee’s qualifications and relevant experience is provided in the individual biographical descriptions below.

  9. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | Skills | | Description | Directors | | | Executive Leadership | Experience in leadership or executive role in a global company | 11/11 | | | Investment/Capital Allocation | Experience in assessing investment opportunities and capital priorities | 8/11 | | | Strategy | Experience in developing and executing on strategic priorities | 11/11 | | | Thought Leadership and/or Government and Public Policy | Experience working with thought leaders from business, government and policy | 6/11 | | | Wireless Industry and/or REIT | Experience in the wireless industry or with REITs, particularly with requirements of the REIT structure and qualifications needed to maintain REIT status | 6/11 | | | Operational and Management | Experience with managerial and day-to-day operational experience | 11/11 | | | Finance/Accounting | Education and experience that enables additional oversight of financial statements and metrics | 8/11 | | | International/Global Operations | Experience understanding the complexities and risks of international businesses | 11/11 | | | Public Company Board | Service on other listed public company boards, either currently or within the past five years | 8/11 | | | Risk Management | Experience with identifying, managing and mitigating enterprise risks | 11/11 | | | Cybersecurity/Information Security | Experience in cybersecurity, intelligence and data protection | 6/11 | | | Sustainability (including Human Capital Management, Climate Risk and Related Governance) | Experience in human resources, climate risk assessment and related governance | 3/11 |

  10. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    Relevant information about each Director nominee appears below.

  11. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Steven O. Vondran President and CEO, American Tower Corporation Age: 54 Director Since: February 2024 Company Committees: •None | Skills | | | | | | | | | | | | | | Executive Leadership | Investment/Capital Allocation | Strategy | Thought Leadership and/or Government and Public Policy | | | | | | | | | | | Wireless Industry and/or REIT | Operational and Management | Finance/ Accounting | International/Global Operations | | | | | | | | | | | Public Company Board | Risk Management | Cybersecurity/ Information Systems | Sustainability | | Career Mr. Vondran is the President and CEO of American Tower Corporation. Mr. Vondran joined the Company in 2000 as a member of its corporate legal team and served in a variety of positions, including Senior Vice President, U.S. Leasing Operations, Senior Vice President and General Counsel, U.S. Tower Division, Executive Vice President and President, U.S. Tower Division, and most recently, Executive Vice President and Chief Operating Officer. Prior to joining the Company, Mr. Vondran was an associate at the law firm of Lewellen & Frazier LLP, served as a telecommunications consultant with the firm of Young & Associates, Inc., and was a Law Clerk to the Hon. John Stroud on the Arkansas Court of Appeals. | | Qualifications •Extensive institutional knowledge •Effective leadership and executive experience, including as our General Counsel - U.S. Tower Division, President of U.S. Tower Division and Global Chief Operating Officer Current Public Company Boards •Ameren Corporation (2025–present) Other Positions •Board Member, Cellular Telecommunications Industry Association •Board Member, Wireless Infrastructure Association •Member, Business Roundtable | | | |

  12. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Kelly C. Chambliss Senior Vice President, IBM Consulting Age: 54 Independent Director Since: March 2022 Company Committees: •Compensation Committee (May 2022–present) | Skills | | | | | | | | | | | | | | Executive Leadership | Strategy | Wireless Industry and/or REIT | Operational and Management | | | | | | | | | | | International/Global Operations | Public Company Board | Risk Management | Cybersecurity/ Information Systems | | Career Ms. Chambliss currently serves as the Senior Vice President of IBM Consulting in the Americas. She previously served as the Global Chief Operating Officer and Senior Vice President for IBM Consulting. Ms. Chambliss joined IBM through the acquisition of PricewaterhouseCoopers Consulting, where she was a Partner. | | Qualifications •Extensive management, international and cybersecurity experience at a global large-cap company •Prior public company board experience •Knowledge of data center operations Past Public Company Boards •CoreSite Realty Corporation (2016–2021) | | | |

  13. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Teresa H. Clarke Chair, Africa.com LLC Age: 62 Independent Director Since: December 2021 Company Committees: •Audit Committee (December 2021–present) | Skills | | | | | | | | | | | | | | Executive Leadership | Investment/Capital Allocation | Strategy | Thought Leadership and/or Government and Public Policy | | | | | | | | | | | Operational and Management | Finance/ Accounting | International/Global Operations | Public Company Board | | | | | | | | | | | Risk Management | Sustainability | | | | Career Ms. Clarke is Chair of Africa.com LLC, a media holding company with an extensive array of platforms that reach a global audience interested in African content and community. Prior to launching Africa.com, Ms. Clarke was a Managing Director in the investment banking division of Goldman Sachs & Co., where she led corporate finance and merger & acquisition transactions for corporate clients in the industrials and real estate sectors for a total of over 12 years. She served on President Obama’s Advisory Council on Doing Business in Africa from 2014 to 2016. | | Qualifications •Extensive international experience, particularly in-depth knowledge of Africa •Financial expertise •Operational, leadership and strategic expertise •Strong management and public company board experience Current Public Company Boards •Arthur J. Gallagher & Co. (2021–present) Other Positions •Member, Council on Foreign Relations •Chair, Advisory Board of the Smithsonian National Museum of African Art | | | |

  14. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Kenneth R. Frank Partner, Banneker Partners Age: 57 Independent Director Since: January 2021 Company Committees: •Audit Committee (January 2021–present) •Nominating and Corporate Governance Committee (May 2023–present; Chair since May 2024) | Skills | | | | | | | | | | | | | | Executive Leadership | Investment/Capital Allocation | Strategy | Wireless Industry and/or REIT | | | | | | | | | | | Operational and Management | Finance/ Accounting | International/Global Operations | Risk Management | | | | | | | | | | | Cybersecurity/ Information Systems | | | | | Career Mr. Frank is a Partner at Banneker Partners, a private equity firm focused in the enterprise software sector. He served as CEO of Turning Technologies, an education technology company, from June 2019 to September 2021, and led other enterprise software and services companies, such as Kibo Software as CEO, from January 2016 to December 2018, and Aptean Software as COO, from October 2011 to December 2015. Prior to that, Mr. Frank held a series of leadership positions at Alcatel-Lucent, between February 2005 and October 2012, including Global President, Solutions and Marketing, member of the Executive Committee, CTO of Alcatel North America and President, Professional Services Division. Mr. Frank previously held positions at AT&T Bell Laboratories and BellSouth Telecommunications. | | Qualifications •Extensive executive, international and cybersecurity experience in the telecommunications and technology industries •Sophisticated leadership skills and familiarity with various global regions, including Europe and Asia •Venture capital knowledge and financial acumen Other Public Company Boards •None Other Positions •Member, Board of Councilors for the Marshall School of Business at the University of Southern California •Director, Orbcomm, Inc. •Director, Calero-MDSL | | | |

  15. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Robert D. Hormats Former Managing Director, Tiedemann Advisors, and former Vice Chairman, Goldman Sachs (International) Age: 81 Independent Director Since: October 2015 Company Committees: •Nominating and Corporate Governance Committee (February 2016–present; Chair, May 2021–May 2024) | Skills | | | | | | | | | | | | | | Executive Leadership | Investment/Capital Allocation | Strategy | Thought Leadership and/or Government and Public Policy | | | | | | | | | | | Operational and Management | International/Global Operations | Risk Management | | | Career Mr. Hormats is a Visiting Lecturer at Yale University's School of Management. He previously served as Managing Director of Tiedemann Advisors, served as a member of Tiedemann’s Investment Advisory Committee, and served as an advisor through 2023. He also served as Vice Chairman of Kissinger Associates, Inc., a strategic international consulting firm, from 2013 to 2019. From 2009 to 2013, he served as Under Secretary of State for Economic Growth, Energy and the Environment. Prior to that, he was Vice Chairman, Goldman Sachs (International) and a managing director of Goldman, Sachs & Co., which he joined in 1982. Mr. Hormats formerly served as Assistant Secretary of State for Economic and Business Affairs, Ambassador and Deputy U.S. Trade Representative, and Senior Deputy Assistant Secretary for Economic and Business Affairs. He also served as a senior staff member for International Economic Affairs on the National Security Council. | | Qualifications •Significant international experience in both the public and private sectors, including key business and trade positions with the U.S. federal government •Extensive knowledge of global capital markets •Well-developed leadership skills and financial acumen Other Public Company Boards •None Other Positions •Member, Council on Foreign Relations •Member, Economic Club of New York | | | |

  16. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Rajesh Kalathur President, John Deere Financial, and Chief Information Officer, Deere & Company Age: 56 Independent Director Since: February 2025 Company Committees: •Audit Committee (February 2025–present) | Skills | | | | | | | | | | | | | | Executive Leadership | Investment/Capital Allocation | Strategy | Operational and Management | | | | | | | | | | | Finance/ Accounting | International/Global Operations | Risk Management | Cybersecurity/ Information Systems | | Career Mr. Kalathur is President of John Deere Financial, a leading financial services provider for dealers and customers of John Deere equipment, and Chief Information Officer of Deere & Company, a global leader in the production of agricultural, construction, and forestry equipment and solutions. Mr. Kalathur has more than 27 years of experience across finance, information technology, operations, and sales and marketing functions, including previously serving as Chief Financial Officer of Deere & Company. | | Qualifications •Financial expertise •Operational, leadership and strategic expertise in the U.S. and international markets •Significant information technology and digital transformation knowledge Other Public Company Boards •None Other Positions •Director, John Deere Capital Corporation •Vice Chair, Iowa Business Council | | | |

  17. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Grace D. Lieblein Former VP, Global Quality, General Motors Company Age: 64 Independent Director Since: June 2017 Company Committees: •Audit Committee (June 2017–May 2021) •Compensation Committee (May 2021–present; Chair since May 2024) | Skills | | | | | | | | | | | | | | Executive Leadership | Strategy | Thought Leadership and/or Government and Public Policy | Operational and Management | | | | | | | | | | | Finance/ Accounting | International/Global Operations | Public Company Board | Risk Management | | Career Ms. Lieblein most recently served as VP, Global Quality of General Motors Company (GM), a multinational corporation that designs, manufactures, markets and distributes vehicles, from November 2014 to December 2015. Ms. Lieblein joined GM in 1978 and held a variety of leadership positions at GM in engineering, supply chain management and international operations. Ms. Lieblein’s leadership positions have included serving as Vice President, Global Purchasing and Supply Chain from 2012 to 2014, GM Brazil President from 2011 to 2012, GM Mexico President from 2008 to 2011 and Vehicle Chief Engineer from 2004 to 2008. | | Qualifications •Extensive management experience with global large-cap companies, including in Latin America •Experience working with industry leaders to help further our innovation initiatives •Financial expertise •Strong board experience Current Public Company Boards •Honeywell International, Inc. (2012–present) Past Public Company Boards •Southwest Airlines Co. (2016–2022) Other Positions •Director, Cox Enterprises, Inc. | | | |

  18. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Craig Macnab Former CEO and Chairman, National Retail Properties, Inc. Age: 69 Independent Director Since: December 2014 Company Committees: •Compensation Committee (May 2018–present; Chair, May 2019–May 2024) •Audit Committee (December 2014–December 2019) | Skills | | | | | | | | | | | | | | Executive Leadership | Investment/Capital Allocation | Strategy | Wireless Industry and/or REIT | | | | | | | | | | | Operational and Management | Finance/ Accounting | International/Global Operations | Public Company Board | | | | | | | | | | | Risk Management | | | | | Career Mr. Macnab served as CEO of National Retail Properties, Inc., a publicly traded REIT, from February 2004 and as that company’s Chairman of the board from February 2008 until April 2017. Prior to joining National Retail Properties, Mr. Macnab was the CEO, President and a director of JDN Realty Corporation, also a publicly traded REIT, from April 2000 to March 2003. Mr. Macnab previously served as a director of DDR Corp. and Eclipsys Corporation. He also previously served on the board of directors and as Chair of the Governance Committee of the Cadillac Fairview Corporation Limited, a private company and a wholly owned subsidiary of the Ontario Teachers' Pension Plan. | | Qualifications •Extensive management experience with publicly traded REITs and global large-cap companies •Financial expertise •Experience as a director of other public companies Current Public Company Boards •Independence Realty Trust, Inc. (2024–present) •VICI Properties, Inc. (2017–present) | | | |

  19. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Neville R. Ray Former President of Technology, T-Mobile US, Inc. Age: 62 Independent Director Since: March 2024 Company Committees: •Compensation Committee (May 2024–present) | Skills | | | | | | | | | | | | | | Executive Leadership | Strategy | Thought Leadership and/or Government and Public Policy | Wireless Industry and/or REIT | | | | | | | | | | | Operational and Management | International/Global Operations | Public Company Board | Risk Management | | | | | | | | | | | Cybersecurity/ Information Systems | | | | | Career Mr. Ray most recently served as T-Mobile USA’s President of Technology until 2023. Mr. Ray joined T-Mobile USA (then VoiceStream) in April 2000 and from December 2010 to November 2019, served as its Chief Technology Officer. Prior to that, Mr. Ray served as Network Vice President for Pacific Bell Mobile Services. Mr. Ray currently serves on the U.S. President’s National Security Telecommunications Advisory Committee (NSTAC). Mr. Ray has served as Chairperson of the Board of Governors of 5G Americas as well as the Vice Chairman of the Cellular Telecommunications Industry Association (CTIA). In addition, he has served as a member of the National Telecommunications and Information Administration’s Commerce Spectrum Management Advisory Committee (CSMAC) and the Federal Communications Commission’s Communications Security, Reliability and Interoperability Council (CSRIC). | | Qualifications •Extensive leadership, operational and strategic experience with publicly traded companies in the wireless industry •Deep understanding of technology and innovation trends •Broad perspective gained from participating in industry associations Current Public Company Boards •Ziff Davis, Inc. (2024–present) Other Positions •Director, Opanga Networks, Inc. (2025–present) •Advisor, Nokia (2025–present) •Advisor, Paradise Mobile (2024–present) •Advisor, Ciena (2023–present) | | | |

  20. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Pamela D. A. Reeve Former President and CEO, Lightbridge, Inc. Age: 75 Independent Director Since: 2002; Chairperson since May 2020 Company Committees: •Lead Director (May 2004–May 2020) •Nominating and Corporate Governance Committee (May 2009–present; August 2002–February 2005) •Compensation Committee (April 2004–June 2016; Chair, April 2004–May 2009) •Audit Committee (August 2002–July 2007) | Skills | | | | | | | | | | | | | | Executive Leadership | Investment/Capital Allocation | Strategy | Thought Leadership and/or Government and Public Policy | | | | | | | | | | | Wireless Industry and/or REIT | Operational and Management | Finance/ Accounting | International/Global Operations | | | | | | | | | | | Public Company Board | Risk Management | Sustainability | | | Career Ms. Reeve is the Chairperson of American Tower Corporation and has served in that role since 2020. Prior to that, she was the Company’s Lead Director. Ms. Reeve is very active in her local Boston-area community, advocating for causes that support the advancement of women and technology innovation. A retired business executive, she previously served as the President and CEO of Lightbridge, Inc., a public company and global provider of mobile business solutions to the wireless communications industry, from November 1989 to August 2004. Prior to joining Lightbridge in 1989, Ms. Reeve spent 11 years as a consultant and in a series of executive positions at the Boston Consulting Group, Inc. She also previously served on the board of Sonus Networks, Inc. from 2013 to 2017. | | Qualifications •Operational, strategic and corporate governance expertise, particularly in the communications and technology industries •Financial expertise •Extensive institutional knowledge and effective leadership as former Lead Director and now Chairperson Past Public Company Boards •Frontier Communications Corporation (2010–2021) Other Positions •Chair of the Board, The Women's Edge (formerly The Commonwealth Institute) •Member of the Board, Boston Arts Academy Foundation | | | |

  21. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    | | Bruce L. Tanner Former EVP and CFO, Lockheed Martin Corporation Age: 66 Independent Director Since: September 2019 Company Committees: •Audit Committee (December 2019–present; Chair since May 2024) | Skills | | | | | | | | | | | | | | Executive Leadership | Investment/Capital Allocation | Strategy | Operational and Management | | | | | | | | | | | Finance/ Accounting | International/Global Operations | Public Company Board | Risk Management | | | | | | | | | | | Cybersecurity/ Information Systems | | | | | Career Mr. Tanner served as the EVP and CFO of Lockheed Martin Corporation from September 2007 until February 2019. Mr. Tanner joined Lockheed Martin Corporation in 1982 and, prior to being appointed CFO, held a variety of leadership positions in finance, including as Vice President of Finance and Business Operations, Lockheed Martin Aeronautics, from April 2006 to September 2007, and Vice President of Finance and Business Operations, Lockheed Martin Electronic Systems, from May 2002 to March 2006. | | Qualifications •Extensive executive and cybersecurity experience with a global large-cap company •Financial expertise •Strategic, operational and advisory roles in complex financial transactions Current Public Company Boards •Truist Financial Corporation (2015–present) | | | |

  22. SUMMARY OF DIRECTOR SKILLS AND QUALIFICATIONS

    Our Board is committed to strong corporate governance practices and dedicated to ensuring American Tower is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this role, the Board and its three standing committees—Audit; Compensation; and Nominating—meet throughout the year and engage in meaningful discussions with management to ensure the Board is informed regarding the Company’s activities, operating plans and strategic initiatives. To promote full compliance with all applicable corporate governance standards and remain aligned with best practices, the Board has adopted corporate governance principles and procedures, which it reviews annually and amends as necessary. We also continually review guidance and interpretations provided by the SEC and the New York Stock Exchange (NYSE). Furthermore, we engage in meaningful discussions with our stockholders regarding governance issues and potential improvements. You can access (i) the charters for each of our current committees, (ii) our Corporate Governance Guidelines, (iii) our By-Laws and (iv) our Code of Ethics and Business Conduct Policy (Code of Conduct) in the “Investor Relations – Corporate Governance” section of our website, www.americantower.com. You may also request that these documents be mailed to you by writing to: American Tower Corporation, 116 Huntington Avenue, Boston, Massachusetts 02116, Attention: Investor Relations. Each committee charter, our Corporate Governance Guidelines and our Code of Conduct are reviewed annually.

  23. Key Corporate Governance Best Practices

    Key Corporate Governance Best Practices

  24. Key Corporate Governance Best Practices

    | | Independence | | Stockholder Rights | | •All Directors Except One Management Director Are Independent •Independent Chairperson •Only Independent Directors Serve on Board’s Standing Committees •Independent Directors Meet in Executive Session Without Management Present | | •One Vote per Share of Common Stock •Regular Stockholder Engagement •Proxy Access (3%, 3 years, 25% of Board) •Stockholder Ability to Call Special Meetings (25% Ownership Threshold) •Stockholders’ Right to Act by Written Consent •No Stockholder Rights Plans •No Supermajority Voting Provisions | | | | Ethics and Disclosure | | Board Practices | | •Code of Conduct •Vendor Code of Conduct •Corporate Governance Guidelines •Global Human Rights Statement •Disclosure Committee for Financial Reporting •Ethics Committee | | •Annual Election of All Directors •Majority Voting for Directors •Periodic Review of Board Composition and Succession Planning •Onboarding Program for New Directors •Continuing Education Programs for Directors •Policy Against Director “Over-boarding” •Review of Strategy •Oversight of Risk Management and Sustainability Matters •Annual Review of Board and Committees •Use of Outside Experts to Assist With Board Oversight | | | | Compensation Oversight | | | | •Anti-Insider Trading Policy, including Anti-Hedging and Anti-Pledging Provisions •Clawback Policy •Double-Trigger Equity Vesting and No Tax Gross-Ups in a Change of Control •Annual Compensation Policies Risk Assessment Review •Approval Policy for Related Party Transactions •Independent Compensation Consultant •Annual Review of CEO Performance, Overseen by Our Independent Chairperson •Annual Advisory Vote on Executive Compensation •Stock Ownership Guidelines for Directors and Executives | | | |

  25. Key Corporate Governance Best Practices

    Board Leadership Structure

  26. Board of Directors

    Board of Directors Our Board is committed to highly effective corporate governance that is responsive to stockholders, ensuring the Company delivers on its strategic objectives.

  27. BOARD LEADERSHIP STRUCTURE

    BOARD LEADERSHIP STRUCTURE The Board believes that independent board oversight is essential to strong corporate governance. Under our Corporate Governance Guidelines, if we do not have a Chairperson who is independent, an independent Lead Director will be appointed upon the recommendation of the Nominating Committee. Factors considered in selecting a Chairperson include experience serving on public company boards, leadership at the committee level, areas of expertise (with a focus on leadership and corporate governance) and interest and ability to meet the time requirements of the position. In addition, the Board believes that to complement this leadership structure, having independent Directors serving as Chairs of each of our three standing Board committees enhances the Board’s effectiveness in providing independent oversight of material risks affecting the Company and fulfilling the Board's risk oversight responsibility. The Nominating Committee reviews and evaluates the Board’s leadership structure periodically. The Board believes it is important to retain flexibility to determine its leadership structure based on the composition of the Board and management team and business conditions at the time, recognizing that the needs and opportunities of the Company may change over time. The Nominating Committee also takes into account the views of institutional investors and proxy advisory firms, as well as governance and industry trends.

  28. BOARD LEADERSHIP STRUCTURE

    | | The Board is currently led by our Chairperson, Pamela D. A. Reeve, who was appointed as a Director in March 2002. Ms. Reeve was named Lead Director in May 2004 and Chairperson in May 2020. |

  29. Considerations in Selecting the Chairperson

    Considerations in Selecting the Chairperson During her tenure on the Board, Ms. Reeve has served on all three standing committees and provided extensive guidance to the Board and senior management. The Nominating Committee annually determines the appointment of the Chairperson and believes that Ms. Reeve is best suited for this role. The Board has continued to benefit from her invaluable business knowledge and leadership as Chairperson.

  30. Considerations in Selecting the Chairperson

    | The Chairperson’s duties include: | | •Calling and chairing Board meetings, including the Board’s executive sessions of independent Directors; •Approving agendas, materials and schedules for upcoming Board meetings, in consultation with the CEO and other independent Directors; •Meeting frequently with the CEO and senior management to advise and assist on strategic, business, financial and governance matters; •Preparing and conducting, together with the Chair of the Compensation Committee, the annual performance review of the CEO; and •Being available for communication with the Company's significant stockholders. |

  31. SELECTION OF DIRECTORS AND BOARD REFRESHMENT

    SELECTION OF DIRECTORS AND BOARD REFRESHMENT To maintain sustained Company growth, it is important we continue to have a Board with the requisite competencies to provide sound stewardship. We are committed to ensuring our Board is composed of Directors who bring a wealth of leadership experience, varied viewpoints, knowledge and skills that benefit our Company and stockholders. The Nominating Committee reviews the characteristics, skills, background and experience of the Board as a whole, and of its individual members, on an ongoing basis to assess those traits against the needs identified to benefit the Company, its management and its stockholders. In addition, the Nominating Committee takes into account the nature of and time involved in a Director’s service on other boards in evaluating the suitability of individual Directors and making recommendations to the Board.

  32. SELECTION OF DIRECTORS AND BOARD REFRESHMENT

    | Other Public Boards | | Under the Corporate Governance Guidelines, without the consent of the Nominating Committee obtained in each case, a Director may not serve on the boards of more than four public companies (including the Company), or, if the Director is an active CEO or equivalent of another public company, on the boards of more than two public companies (including the Company). |

  33. SELECTION OF DIRECTORS AND BOARD REFRESHMENT

    | Tenure and Term Limits | | Our Board consists of Directors with a varied range of tenures. Our Board does not believe it should limit the number of years for which an individual may serve as a Director. Long-serving Directors provide important institutional knowledge and experience, while newer Directors bring fresh perspectives. The Board, including the Nominating Committee, believes that, as an alternative to term limits, it can ensure that the Board continues to evolve and adopt new viewpoints through periodic Board refreshment. |

  34. SELECTION OF DIRECTORS AND BOARD REFRESHMENT

    | Qualifications of Board | | The Nominating Committee seeks the most qualified candidates with the experience and skills that will complement the Board’s overall makeup, in accordance with our Corporate Governance Guidelines and the Nominating Committee charter. |

  35. SELECTION OF DIRECTORS AND BOARD REFRESHMENT

    The Nominating Committee strives to maintain a Board with the knowledge and skills necessary to effectively oversee a global company.

  36. BOARD MEETINGS

    | Our Board is committed to strong corporate governance practices and dedicated to ensuring American Tower is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this goal, the Board and its three standing committees—Audit; Compensation; and Nominating—meet throughout the year and engage in meaningful discussions with management to ensure that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives. During the 2024 fiscal year, our Board held four regular meetings and six special meetings. Each Director, except for Mr. Ray, who was recently elected, attended at least 75% of the aggregate number of meetings of our Board, and each Director attended at least 75% of the committee meetings for the committees on which he or she served. All of our Director nominees serving on the Board as of the date of our 2024 Annual Meeting, except for Mr. Ray, attended such meeting. We encourage, but do not require, our Directors to attend each annual meeting of stockholders. In determining whether to recommend a Director for re-election, the Nominating Committee considers the Director’s past attendance at meetings and participation in, and contributions to, the activities of the Board and its standing committees. | | | | | The American Tower Board: By the Numbers in 2024 4 Regular meetings held by the Board 6 Special meetings held by the Board | | | | | At least 75%(1) | | | of regular meetings attended by each current Director | | | | | At least 75% | | | of the Directors attended the 2024 Annual Meeting | |

  37. PROCESS OF SETTING DIRECTOR COMPENSATION

    PROCESS OF SETTING DIRECTOR COMPENSATION The Compensation Committee has oversight of director compensation, including the authority to grant equity-based awards. The Compensation Committee conducts an annual review and assessment of all compensation, cash and equity-based, paid to our non-management Directors. In addition, the Compensation Committee seeks advice from the Board’s independent compensation consultant at least every other year, or more often as needed, in connection with evaluating our director compensation program relative to relevant market data and formulating its recommendations to the full Board. As of December 31, 2024, our standard compensatory arrangement with our non-management Directors included the following:

  38. PROCESS OF SETTING DIRECTOR COMPENSATION

    | Director Compensation Element | | Payment | Board Service Mix of Compensation | | Board Service | | | | | Annual Cash Retainer | | $100,000 | | | Additional Annual Payment to Chairperson | | $125,000 | | | Committee Service | Chair | Member | | | Audit Committee | $25,000 | $15,000 | | | Compensation Committee | $15,000 | $15,000 | | | Nominating Committee | $10,000 | $10,000 | |

  39. PROCESS OF SETTING DIRECTOR COMPENSATION

    (1)The Average Cash Compensation excludes $125,000 paid to the Chairperson of the Board. On March 11, 2024, based on their performance in the prior year and expected future contributions to the Company, we granted each of the non-management Directors 1,089 RSUs, which will fully vest and settle in shares of Common Stock on the one-year anniversary of the grant date. The following table provides information regarding the compensation of each non-management Director who served on our Board during the year ended December 31, 2024. Information regarding the compensation of Mr. Vondran may be found under “Executive Compensation Tables” beginning on page 65.

  40. Director Compensation for 2024

    Director Compensation for 2024

  41. Director Compensation for 2024

    | Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($)(1)(2) (c) | Total ($) (h) | | Kelly C. Chambliss | $115,000 | $225,151 | $340,151 | | Teresa H. Clarke | $115,000 | $225,151 | $340,151 | | Kenneth R. Frank | $130,000 | $225,151 | $355,151 | | Robert D. Hormats | $115,000 | $225,151 | $340,151 | | Grace D. Lieblein | $122,500 | $225,151 | $347,651 | | Craig Macnab | $122,500 | $225,151 | $347,651 | | Neville R. Ray(3) | $82,500 | $— | $82,500 | | JoAnn A. Reed | $127,500 | $225,151 | $352,651 | | Pamela D. A. Reeve | $235,000 | $225,151 | $460,151 | | Bruce L. Tanner | $127,500 | $225,151 | $352,651 |

  42. Director Compensation for 2024

    (1)The amount in column (c) reflects the aggregate grant date fair value of awards granted for the fiscal year ended December 31, 2024. 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 $206.75, the closing market price of shares of our Common Stock on the grant date, March 11, 2024. (2)No stock option awards were granted during the fiscal year ended December 31, 2024. As of December 31, 2024, each non-management Director who served on our Board during 2024 held the following shares of Common Stock underlying the RSU awards and outstanding options to purchase Common Stock. As of December 31, 2024, all of the following options were fully vested and exercisable.

  43. Director Compensation for 2024

    | Name | Number of Unvested Shares Underlying RSU Award (#) | Market Value of Unvested Shares Underlying Unvested RSU Award ($)(i) | RSU Award Grant Date | Number of Securities Underlying Outstanding Options (#) | Option Exercise Price ($) | Option Grant Date | | Kelly C. Chambliss | 1,089 | $199,733 | 3/11/2024 | | | | | Teresa H. Clarke | 1,089 | $199,733 | 3/11/2024 | | | | | Kenneth R. Frank | 1,089 | $199,733 | 3/11/2024 | | | | | Robert D. Hormats | 1,089 | $199,733 | 3/11/2024 | | | | | Grace D. Lieblein | 1,089 | $199,733 | 3/11/2024 | | | | | Craig Macnab | 1,089 | $199,733 | 3/11/2024 | | | | | JoAnn A. Reed | 1,089 | $199,733 | 3/11/2024 | | | | | Pamela D. A. Reeve | 1,089 | $199,733 | 3/11/2024 | 4,971 | $94.57 | 3/10/2015 | | Bruce L. Tanner | 1,089 | $199,733 | 3/11/2024 | | | |

  44. Director Compensation for 2024

    (1)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 $183.41, the closing market price of shares of our Common Stock on December 31, 2024. (3)Mr. Ray joined the Board in March 2024 and the Compensation Committee in May 2024 and received compensation for meetings thereafter, and did not receive a stock award in 2024.

  45. Sustainability Governance

    | 1000+ Green Sites to date Expanded our Green Sites program by developing over 400 new green sites in 2024 through a long-term, multi-market partnership with a major customer in Africa, focusing on renewable energy sources, energy-efficient equipment and sustainable practices to minimize environmental impact and reduce operational greenhouse gas (GHG) emissions. | Reached more than 22,500 sites globally with lithium-ion battery energy storage systems and increased our energy storage capacity to more than 950 megawatt hours. | Surpassed our renewable energy goal by achieving 120 gigawatt hours (GWh) of annual solar energy production, an approximately 30% increase compared to the same period last year, exceeding our target of increasing on-site renewable energy generation by more than 20% from 2023.(1) |

  46. Stockholder Outreach and Rights

    | Response to Investor Outreach | | In response to communications with our investors, our Board and management team has taken action, implementing the following recent change to our 2024 compensation for executives: •Beginning in 2024, PSU awards granted under our long-term incentive award program include relative TSR as an additional performance measure for a three-year performance period. Detailed information about the TSR metric can be found beginning on page 41. |

  47. 2024 Compensation Summary

    | •2024 PSU Award Changes. As further discussed below, we revised our long-term incentive program to include relative TSR as a core performance measure in our PSUs. By tying a portion of our PSUs to TSR performance relative to the REIT constituents of the S&P 500 index, we aim to promote further alignment between executive incentive compensation and stockholder returns and further incentivize efforts to create stockholder value. | •Equity awards are largely performance based. For 2024, we continued to grant a mix of RSUs and PSUs, with 70% of the target value of our CEO's annual equity incentive made up of PSUs and 60% of the target value of our other NEOs' annual equity incentive made up of PSUs. To focus our NEOs on long-term growth, PSU payouts are determined based on absolute financial and relative stock performance against pre-established goals over a three-year performance period. | | •Continue to tie incentives to individual metrics fundamental to our strategy. For 2024, 20% of each of our NEO's(1) annual bonus opportunity was tied to achieving individual goals set at the beginning of the fiscal year, as more fully described below under “Review of 2024 Individual Performance.” | •96% stockholder support for Say on Pay in 2024. Our stockholders have historically approved our say-on-pay proposal at a high rate, with over 96% of votes cast in favor of our executive compensation program at our 2024 Annual Meeting. |

  48. Changes to Our 2024 Compensation Program

    Changes to Our 2024 Compensation Program In response to stockholder feedback regarding enhancements we could make to our compensation programs and to better align with market practice, in 2024, we updated our PSU awards granted under our long-term incentive program. Beginning in 2024, PSU awards will include relative TSR as an additional performance measure for a three-year performance period. In the past few years, awards under our long-term incentive program were based on Attributable AFFO per Share(1) and ROIC(1), weighted 70% and 30%, respectively. For PSUs granted in 2024 (2024 PSU Awards), vesting will be determined as follows: 50% based on cumulative Attributable AFFO per Share(1) 30% based on average ROIC(1) 20% based on relative TSR (1)Attributable AFFO per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. TSR measures cumulative value to stockholders through stock price appreciation and dividends, and the adoption of this metric aims to align incentive compensation with stockholder returns and value creation. Relative TSR will compare our TSR percentile ranking at the end of the applicable three-year performance period (such performance period for the 2024 PSU Awards being January 1, 2024 to December 31, 2026) with the ranking of the REIT constituents of the S&P 500 index. Payouts will range from 0% (relative TSR below the 35th percentile), 50% (relative TSR that is at the 35th percentile), 100% (relative TSR that exceeds the 55th percentile), and up to a maximum of 200% (relative TSR that exceeds the 70th percentile). For purposes of the relative TSR peer group, a company that announces it has entered into an agreement to be acquired or merge with another company during the performance period will be removed from the peer group. If a company files for bankruptcy, its TSR will be deemed to be -100% and it will be slotted last in the peer group. In addition, payouts based on the relative TSR component of the PSU awards will be capped at target if the Company’s absolute TSR is negative for the three-year performance period. Payout percentages for the relative TSR component are expected to be as follows:

  49. Changes to Our 2024 Compensation Program

    | Relative TSR | | | | Three-year Performance vs. Peer Group | Performance vs. Peer Group | Payout % | | Below Threshold | <35th Percentile | 0% | | Threshold | 35th Percentile | 50% | | Target | 55th Percentile | 100% | | Maximum | 70th Percentile | 200% |

  50. Components of Executive Compensation Program

    | Annual Base Salary | | | | Objectives: •Provides a competitive level of compensation to attract and retain highly qualified executive talent •Rewards sustained performance over time and is intended to provide a degree of financial stability to the executive | Metrics: •Annually reviewed against similarly situated executives at peer group companies and against internal pay metrics | 2024 Highlights: •Based on a review of competitive market data, for 2024, Mr. Vondran's salary increased due to his new role, and Mr. Smith's salary increased to align with similarly situated CFOs in the Company’s peer group •See page 50 for more information |

  51. Components of Executive Compensation Program

    | Annual Performance Incentive Program | | | | Objectives: •Provides at-risk, variable cash pay opportunity for performance over one year •Annual performance incentive targets are designed to motivate our executives to achieve or exceed annual goals within appropriate risk parameters | Metrics:(1) •80% of target award is tied to achieving pre-established Company financial goals: •Total property revenue, excluding pass-through revenue(2) (30% of overall target award); and •Adjusted EBITDA(3) (50% of overall target award) •20% of target award is tied to achieving pre-established individual performance goals | 2024 Highlights: •In 2024, our NEOs(1) received 118% of their target incentive award based on performance against these goals •The Compensation Committee did not exercise discretion in determining final incentive award amounts following achievement of the financial and individual goals •See page 51 for more information |

  52. Components of Executive Compensation Program

    | Long-Term Incentive Program | | | | Objectives: •Provides at-risk, variable, equity-based pay opportunity for sustained operating performance •Long-term retention tool that provides both time-based (RSUs) and performance-based restricted stock units (PSUs) •Focuses executives on the creation of long-term stockholder value | Metrics: •Vesting of 2024 PSUs is determined by achieving pre-established goals, each over a three-year performance period: •Cumulative Attributable AFFO per Share(3) (50%); •Average ROIC(3) (30%); and •Relative TSR (20%) •RSUs are time-based (vesting 1/3rd annually over three years) and function as a long-term retention tool | 2024 Highlights: •In 2024, our NEOs earned 135% of their 2022 PSUs based on achievement of cumulative Attributable AFFO per Share(3) of $30.17 and average ROIC(3) of 9.2% •See page 57 for more information |

  53. 2024 Performance Metrics

    2024 Performance Metrics

  54. Financial Metrics

    | ANNUAL PERFORMANCE INCENTIVE PROGRAM METRICS(1) | | | Total Property Revenue Excluding Pass-Through(2)(3)(4) | Adjusted EBITDA(2)(3) | | | | | PSU AWARD METRICS (1) | | | Attributable AFFO Per Share(5) | ROIC(5) | | | | | Year End Stock Price | | | | (1)Adjusted EBITDA, AFFO Attributable per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. Beginning with PSUs granted in 2024, achievement will also be based on relative TSR. (2)2024 for property revenue, Adjusted EBITDA and ROIC excludes operating results from ATC TIPL as a result of the ATC TIPL Transaction. All other years have not been changed. (3)Performance metric under the annual performance incentive program. (4)Shown excluding pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (5)Performance metric under the long-term incentive program. |

  55. Philosophy

    | | | | | Attract and retain top talent | Motivate and engage our executive officers | Drive sustainable, long-term growth and stockholder value consistent with our values, vision and growth strategy |

  56. Setting Competitive Levels of NEO Compensation—Development and Use of Comparative Peer Group

    Setting Competitive Levels of NEO Compensation—Development and Use of Comparative Peer Group The Committee believes it is important to understand the relevant market for executive talent to ensure the executive compensation program supports the attraction and retention of highly qualified leaders. The Committee assesses market conditions annually through a review of peer group compensation data, compiled by the Committee’s independent compensation consultant. Due to the unique nature of our business, including its scope and global presence, there are ongoing challenges in developing the most appropriate mix of companies for our peer group. In its annual review of our peer group composition, the Committee takes into account these challenges, which include the following: •The scope of our business spans two major sectors—communications infrastructure assets and real estate and, as a result, there are very few companies directly comparable to us; •We have large international operations located in a number of distinctive markets, unlike our real estate peers; •We manage our business with a smaller senior management team than is typically found in the technology, communications or real estate industries; and •We operate and are classified as an infrastructure REIT and are one of very few global technology REITs. Our peer group used for developing pay decisions consists of companies in the communications industry, other REITs, companies with comparable revenues, firms with similar business models and companies from which we would consider recruiting talent. The Committee believes this group of companies provides a meaningful perspective of current pay practices and levels, as well as overall compensation trends. Based on the recommendation of the Committee’s independent compensation consultant, we did not change the peer group used for developing pay decisions in 2024. Our 2024 peer group consisted of the following 23 companies:

  57. Setting Competitive Levels of NEO Compensation—Development and Use of Comparative Peer Group

    | Peer Group for 2024 Compensation Decisions | | | •Adobe Inc. •Booking Holdings Inc. •Broadcom Inc. •BXP (fka Boston Properties, Inc.) •Crown Castle Inc. •Digital Realty Trust, Inc. •Equinix, Inc. •Equity Residential •Fidelity National Information Services, Inc. •Intuit Inc. •L3Harris Technologies, Inc. •Mastercard Incorporated | •Motorola Solutions, Inc. •NextEra Energy, Inc. •NVIDIA Corporation •Prologis, Inc. •Public Storage •Salesforce, Inc. •SBA Communications Corporation •Simon Property Group, Inc. •Texas Instruments Incorporated •Ventas, Inc. •Welltower Inc. |

  58. American Tower Positioning Relative to Its Peer Group(1)

    American Tower Positioning Relative to Its Peer Group(1) (1)Reflects amounts for fiscal year ended as of December 31, 2024. Source: S&P Capital IQ Our total revenue and our market capitalization are at, or higher than, the peer group median, respectively, which is attributable to the quality of our business model and sustained growth of the business that has created value for our stockholders over the long term. Use of Broad Market Data. In addition to data from our peer group, the Committee reviews third-party industry survey data as a general indicator of relevant market conditions and pay practices. The Committee reviews market data at the 25th, 50th and 75th percentiles from a custom peer group and the S&P 250. 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, the majority of whom have 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 smaller size of the senior management team provides a competitive advantage and promotes greater efficiency across the business. Detailed Evaluation by the Committee. In making determinations with respect to all elements and amounts of executive compensation, the Committee reviews the CEO’s assessment of each other executive officer and his or her contribution to the Company’s financial performance (outlined in “Financial Goals and Performance” below). For each executive officer, the Committee reviews such officer’s performance and contribution to the Company’s financial performance and evaluates whether he or she met his or her pre-established individual performance goals (outlined in “Review of 2024 Individual Performance” below). In addition, the Committee considers such officer’s potential for continued contribution to the Company’s long-term success. Actual compensation paid to each executive officer may be above or below target pay positioning based on Company financial performance (weighted 80%) and individual performance (weighted 20%). Other factors that affect actual compensation include retention risk, future potential at the Company and internal equity considerations. Emphasis on Future Pay Opportunity Versus Current Pay. The Committee strives to provide an appropriate mix of compensation elements, with an emphasis on performance-based, long-term compensation. Cash payments primarily reward annual performance, while equity awards incentivize our NEOs to continue to deliver sustained results over a longer period of time and also serve as a retention tool. The Committee believes a substantial portion of our NEOs’ compensation should be “at-risk,” that is, dependent on our operating and stock price performance. Significance of Overall Company Results. The Committee’s evaluation of our NEOs prioritizes their contributions to overall Company performance, rather than 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.

  59. Compensation Committee Oversight and Governance Principles

    | Responsibility | | Long-Term Focus | | Stakeholder Alignment | | | Compensation should consider each executive’s responsibility to act in accordance with our ethical objectives at all times; financial and operating performance must never compromise these values. | | Long-term, stock-based compensation opportunities should outweigh short-term, cash-based opportunities; annual objectives should complement sustainable long-term performance. | | The financial interests of executives should be aligned with the long-term interests of our stakeholders through performance metrics that correlate with long-term stockholder value. | | | Competitive | | Balance | | Pay for Performance | | | Total compensation established based on size and complexity of role and should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing American Tower’s performance. | | Annual and long-term incentive compensation opportunities should reward the appropriate balance of short- and long-term financial, strategic and business results with heavy focus on long-term sustained performance. | | A majority of compensation should be at-risk and directly linked to American Tower’s performance. | |

  60. Ongoing

    | | | | | | | January - March Compensation Determinations and Goal Setting •The CEO prepares a written evaluation of each of the other executive officers' performance, and the Chairperson of the Board prepares a written evaluation of the CEO •Committee approves the actual compensation to be paid to the CEO and each executive officer for performance from the prior fiscal year •Committee approves term sheets that reflect plan design for incentive compensation for the year, including performance targets | | April - August Benchmarking •Committee reviews feedback from stockholder outreach, proxy advisory firms and results of say on pay vote •Consultant prepares assessment of the Company's executive compensation relative to peer and industry trend and governance practices. | | September - December Compensation Design •Committee approves any changes to peer group •Committee assesses market positioning through a review of peer group compensation data •Consultant provides advice on compensation philosophy/program design and levels for each executive, as well as market and industry trends •Consultant conducts a risk assessment review and audit of compensation practices, programs and policies •Committee determines any program design changes |

  61. COMPENSATION DETERMINATIONS FOR 2024

    COMPENSATION DETERMINATIONS FOR 2024 Below we discuss the Committee’s key compensation decisions for 2024, which were made based on our compensation philosophy and advice from the Committee’s independent compensation consultant (see “Other Compensation and Governance Practices and Policies—Role of the Compensation Consultant” on page 60). Compensation determinations are influenced by our performance against external measures, including direct competitors, peer group companies and survey data. In evaluating Company performance, the Committee considered our overall financial results. For the 2024 fiscal year, based on our assessment of all the market data, the Committee has concluded that our NEOs’ compensation in the aggregate is competitively positioned on a target total compensation basis. The Committee works with its independent 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 conducting a market compensation pay level and design benchmark analysis against our peer group.

  62. Annual Base Salary

    Annual Base Salary In deciding the annual base salaries, the Committee considers benchmarking analyses to determine where the Company stands in relation to its peer group, market data regarding executive compensation and factors relating to internal pay equity within the Company. The Committee also takes into consideration notable unique factors, which distinguish it from its peers, such as the smaller size of the senior management team relative to the size of the Company. We believe operating with a small senior management team enables us to leverage the broader capabilities of our executive officers more effectively across a wider range of business and functional responsibilities and fosters a team approach and greater collaboration among our executive officers. As a result, annual base salaries for our NEOs are, and must remain, competitive. Our NEOs have consistently achieved strong Company performance. After considering tenure in their current positions, the salaries reflect historical key contributions and expectations of significant continued contributions to the Company’s long-term success. For 2024, the Committee increased (i) Mr. Vondran's salary, given his new role as President and CEO, and (ii) Mr. Smith's salary to align with market competitiveness, based on market data provided by our independent compensation consultant.

  63. Annual Performance Incentive Program

    Annual Performance Incentive Program The annual performance incentive program design for our executives demonstrates our commitment to rigor and objectivity in establishing and meeting our compensation goals, with 80% and 20% of the target annual performance incentive awards tied to achieving pre-established Company financial goals and individual performance goals, respectively, for all NEOs with the exception of Mr. Goel, as discussed below. Upon review of peer group practices, the Committee noted that the Company’s threshold performance for revenue and Adjusted EBITDA(1) was more challenging than its peers, and that the Company’s revenue and Adjusted EBITDA(1) levels warranting maximum payout were more stringent than its peers, further demonstrating that the Company sets rigorous financial goals for its incentive plans. Each NEO’s target award opportunity is a percentage of his or her base salary, set at the beginning of the fiscal year and based on the market competitive benchmarking analyses. The Committee determines goals for each performance measure based on input from our CEO and by considering prior year performance. The Committee determines actual incentive payouts after assessing Company performance, as well as individual performance for all NEOs, relative to pre-established goals. For 2024, the Committee increased the target award for Mr. Vondran, given his new role as President and CEO. The Committee did not approve any increases to the target awards for the other NEOs given market conditions, advice from our independent compensation consultant and the Committee's determination that the target award opportunities remained competitive. (1)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.

  64. Mr. Goel's 2024 Annual Performance Incentive Plan Metrics

    Mr. Goel's 2024 Annual Performance Incentive Plan Metrics As a result of the Company entering into agreements for the ATC TIPL Transaction in January 2024, Mr. Goel's performance metrics were tied primarily to the successful closing of the ATC TIPL Transaction and the operating results of the Company's APAC property segment through the closing. 20% of Mr. Goel's award opportunity was tied to achieving pre-established Company financial goals (total property revenue(1) (weighted 5%) and Adjusted EBITDA(2) (weighted 15%)), while the remaining 80% was tied to achievement of ATC TIPL and APAC property segment-related goals, as further discussed below under "Review of 2024 Individual Performance." (1)For purposes of the annual performance incentive program, total property revenue excludes pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A

  65. Financial Goals and Performance

    | Annual Performance Incentive Award Metrics and Weightings | | | | Payouts Based on Performance Levels | | |

  66. 2024 Company Financial Goals ($ in Billions)

    | Metrics | Weighting | 2023 Results | Below Threshold 0% | Threshold 50% | Target(1) 100% | Maximum 200% | Target Increase (Decrease) Versus 2023 Results | | Total Property Revenue(2) | 30% | $8.787(4) | | | | | 1.0% | | Adjusted EBITDA(3) | 50% | $6.688(4) | | | | | 0.4% |

  67. Incentive Award Targets and Payouts (2023 and 2024)

    Incentive Award Targets and Payouts (2023 and 2024)

  68. Incentive Award Targets and Payouts (2023 and 2024)

    | | Target Annual Incentive Awards | | | Actual Annual Incentive Awards | | | Name | Year | Target Incentive Award (%) | Amount ($) | % Achievement of Target Incentive Award | Amount ($) | | Steven O. Vondran(1) | 2023 | 125% | $800,426 | 153% | $1,224,652 | | | 2024 | 200% | $2,000,000 | 118% | $2,360,000 | | Rodney M. Smith | 2023 | 125% | $800,000 | 153% | $1,224,000 | | | 2024 | 125% | $825,000 | 118% | $973,500 | | Olivier Puech | 2023 | 125% | $800,426 | 153% | $1,224,652 | | | 2024 | 125% | $800,426 | 118% | $944,503 | | Sanjay Goel | 2023 | 125% | $750,000 | 153% | $1,147,500 | | | 2024 | 125% | $750,000 | 184% | $1,380,000 | | Ruth T. Dowling(2) | 2023 | — | — | — | — | | | 2024 | 125% | $775,000 | 118% | $914,500 | | Thomas A. Bartlett(3) | 2023 | 200% | $2,200,000 | 153% | $3,366,000 | | | 2024 | 200% | $2,200,000 | 100% | $733,333 |

  69. Incentive Award Targets and Payouts (2023 and 2024)

    (1)Mr. Vondran was appointed to the role of President and CEO, effective February 1, 2024. Mr. Vondran's 2023 annual performance incentive award reflects his previous roles as Executive Vice President and President, U.S. Tower Division from January 1, 2023 until November 1, 2023, and as Executive Vice President and Chief Operating Officer from November 1, 2023 until February 1, 2024. Mr. Vondran's 2024 annual performance incentive award reflects his current role as President and CEO. (2)Ms. Dowling was not a NEO prior to the 2024 fiscal year and, accordingly, compensation information in prior years is not provided. (3)Mr. Bartlett retired from his role as President and CEO, effective February 1, 2024, and retired from the Company, effective May 1, 2024, and, accordingly, he received less than the full amount of his base salary in 2024. As a result, while he achieved 100% of his target bonus award, the bonus payout in 2024 was based on the pro-rated salary of approximately $366,667 received for his service in 2024.

  70. Long-term Incentive Program

    Long-term Incentive Program

  71. Our Approach for 2024

    Our Approach for 2024 Our long-term lease arrangements with our customers and additions to our real estate portfolio enable us to generate relatively predictable long-term growth. As a result, the management decisions that have the greatest long-term impact on the Company typically relate to matters such as capital allocation, including strategic divestitures designed to repurpose capital and drive long-term stockholder growth, mergers and acquisitions, long-term contract negotiations with major customers, financial leverage, capital structure, growth opportunities, expansion into new markets and strategic alliances. Such decisions can sometimes have a negative short-term impact on our performance and/or stock price, but result in greater long-term value. For these reasons, a substantial majority of our NEOs’ target compensation is in the form of long-term incentives. We believe granting meaningful levels of equity-based awards encourages our NEOs to focus on achieving long-term results, which drives stockholder value. In addition, these grants help us to retain highly experienced executives and sustain long-term Company performance. For 2024, the Committee determined each NEO’s target value of long-term incentive awards and the allocation of the target value between RSUs and PSUs. In making this determination, the Committee considered the overall Company performance, the anticipated level of the executive officer’s future contribution, the increasingly challenging annual business plan as the prior year’s objectives are achieved, the experience needed and competitive market data. Annual equity grants to our executive officers were awarded at the same time as our annual employee grant on March 11, 2024.

  72. Long-Term Incentive Award Weightings

    Long-Term Incentive Award Weightings

  73. Long-Term Incentive Award Weightings

    | CEO | Other NEOs | | | |

  74. Long-Term Incentive Award Weightings

    The following table sets forth the target value of equity awards granted to the NEOs in 2024. For 2024, the Committee increased the target value of (i) Mr. Vondran's equity award, given his new role as President and CEO, and (ii) Mr. Smith's equity award to align with market competitiveness, based on market data provided by our independent compensation consultant. We determined the number of shares subject to each of our awards using the closing price of our Common Stock on the date of grant.

  75. Description of 2024 Equity Awards and Results of 2022 PSU Award

    Description of 2024 Equity Awards and Results of 2022 PSU Award

  76. 2024 RSUs

    2024 RSUs Consistent with all RSUs granted beginning March 10, 2023, each 2024 RSU grant vests 1/3rd annually over three years, commencing one year from the date of grant. On each vesting date, the number of RSUs that vest will be paid in a like number of shares. For the 2024 equity grant, RSUs represented 30% of the CEO’s target grant date award value and 40% of each of the other NEOs' target grant date award value.

  77. 2024 PSUs

    2024 PSUs Each 2024 PSU grant is earned over a three-year performance period (January 1, 2024 to December 31, 2026), to the extent achieved performance meets the performance goals set at the beginning of the performance period. The performance goals for the 2024 PSUs are set with respect to cumulative Attributable AFFO per Share(1) and average ROIC(1), which are used by management and investors as key indicators of the Company’s financial performance, weighted at 50% and 30%, respectively, and relative TSR, as measured against the REIT constituents included in the S&P 500 index, weighted at 20%. For the 2024 equity grant, PSUs represented 70% of the CEO’s target grant date award value and 60% of each of the other NEO’s target grant date award value. As outlined below, the actual number of PSUs earned is based on the performance levels against these target goals, as determined by the Committee at the end of the performance period. Attributable AFFO per Share(1) is widely used in the telecommunications real estate sector and we believe represents the underlying performance of our property assets. ROIC(1) encourages management to focus on earning adequate returns on invested capital over a sustained period. TSR measures cumulative value to stockholders through stock price appreciation and dividends, and the adoption of this metric aims to align incentive compensation with stockholder returns and value creation. (1)Attributable AFFO per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.

  78. 2022 PSUs

    2022 PSUs For the PSU awards granted in March 2022, which were earned over a three-year performance period of January 1, 2022 to December 31, 2024 (2022 PSU Award), the Committee set the following three-year target performance goals with respect to cumulative Attributable AFFO per Share(1) (weighted at 70%) and average ROIC(1) (weighted at 30%): (i) $29.70 and (ii) 8.4%, respectively. In February 2025, the Committee determined that the Company achieved cumulative Attributable AFFO per Share(1) and average ROIC(1) of (i) $30.17 and (ii) 9.2%, respectively, for the three-year performance period ending on December 31, 2024, resulting in payouts at 111% and 191%, respectively, of the target performance goals for the performance measures, resulting in a total 135% of target payout.

  79. 2022 PSUs

    | Cumulative Attributable AFFO Per Share (70%)(1) | Average ROIC (30%)(1) | | | |

  80. 2022 PSUs

    (1)Attributable AFFO per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. Based on achieved performance, the table below shows the number of 2022 PSU shares earned by each eligible NEO.

  81. 2022 PSUs

    | Name | 2022 PSU Award Granted | % of Target 2022 PSU Award Earned | Total Number of PSU Shares Earned | | Steven O. Vondran(1) | 11,856 | 135% | 16,006 | | Rodney M. Smith | 9,279 | 135% | 12,527 | | Olivier Puech | 11,856 | 135% | 16,006 | | Sanjay Goel | 7,990 | 135% | 10,787 | | Ruth T. Dowling(2) | — | — | — | | Thomas A. Bartlett(3) | 42,097 | 135% | 56,831 |

  82. 2022 PSUs

    (1)Mr. Vondran's 2022 PSU Award reflects his previous role as Executive Vice President and President, U.S. Tower Division. (2)Ms. Dowling was appointed to the role of Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, effective January 1, 2023, and was not eligible to receive a 2022 PSU Award. (3)Mr. Bartlett's 2022 PSU Award reflects his previous role as President and CEO.

  83. Treatment of Mr. Bartlett’s Current Equity Awards Upon Retirement

    Treatment of Mr. Bartlett’s Current Equity Awards Upon Retirement Mr. Bartlett retired from his role as President and CEO, effective February 1, 2024, and retired from the Company, effective May 1, 2024, at which time he held unvested PSUs and RSUs that were granted over the previous four years. Consistent with the program design that is outlined in Mr. Bartlett's long-term award agreement, the Company provides for accelerated vesting and extended exercise periods (to the extent applicable) of stock options and RSUs for all employees upon a Qualified Retirement (as defined in the applicable award agreement), provided certain eligibility criteria are met. Mr. Bartlett met the eligibility criteria, as he had a combined age and years of service with the Company of at least 65 years at the time of his retirement (including that he is at least 55 years old and had a minimum of five years of service) and executed a release containing non-compete, non-solicitation and non-disparagement provisions. Accordingly, upon his retirement, Mr. Bartlett's then-outstanding RSUs were accelerated in full and settled in Company stock on a deferred release date of December 1, 2024, and the exercise period of his stock options was extended to three years from his retirement date. Mr. Bartlett's outstanding PSU award agreements provided that upon his Qualified Retirement, he would be entitled to receive the number of PSUs earned based on actual performance through the end of the performance period. Mr. Bartlett successfully completed a transition plan with the Company, per the terms of the PSU award agreements and, accordingly, will receive the full number of PSUs earned based on the achieved performance on the scheduled vesting dates. The PSU awards granted in 2022 and 2023 will be paid at the end of their respective performance periods. For a description of the actual performance related to the 2022 PSU Award, see "Description of 2024 Equity Awards and Results of 2022 PSU Award" above.

  84. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee has retained Meridian as its independent compensation consultant. Meridian reports directly to the Committee, and the Committee can replace Meridian or hire additional consultants at any time. In 2024, Meridian attended all Committee meetings, including executive sessions as requested, and consulted frequently with the Chair of the Committee between meetings. As part of its work in 2024, Meridian assisted the Committee with determining our custom peer group and benchmarking analyses, which included competitive analyses of Director and executive compensation, financial performance analysis, dilution analysis, realizable pay-for-performance analysis, review of stock ownership guidelines and regulatory developments and trends. Meridian also advised the Committee on the design of the annual and long-term incentive programs, including conducting a risk assessment review and audit of each of our compensation practices, programs and policies (see below under “Risk Assessment”). Other than the services it provides to the Committee, Meridian does not provide services to, and receives no additional compensation from, the Company. The Committee has analyzed whether the work of Meridian as its compensation consultant raises any conflicts of interest, taking into consideration the following factors: (i) Meridian does not provide any other services to the Company; (ii) the amount of fees the Company paid to Meridian represents less than 1% of Meridian’s total revenues; (iii) Meridian’s policies and procedures were designed to ensure independence; (iv) Meridian does not have any business or personal relationship with any executive officer of the Company; (v) Meridian does not have any business or personal relationship with any member of the Committee; and (vi) neither Meridian nor any member of its consulting team owns any stock of the Company. The Committee determined, based on its analysis of the above factors, that the work of Meridian and the individual compensation advisors employed by Meridian as compensation consultant to the Committee does not create any conflicts of interest. The Committee will continue to annually monitor the independence of its compensation consultant.

  85. Employment Arrangements and Severance Program

    Employment Arrangements and Severance Program To recruit and retain our executive officers, we periodically enter into employment letters and other arrangements or agreements, which are subject to review by the Committee. In March 2009, and as further amended, effective January 1, 2024 (which amendment did not materially update the terms and conditions of the Severance Program for our executive officers), we implemented a severance program (the Severance Program) to provide severance benefits to eligible employees who undergo a termination of employment in certain circumstances. Severance benefits under the Severance Program vary depending on an employee’s position or tenure with the Company. Our CEO and our executive officers are eligible for benefits under the Severance Program in the case of a Qualifying Termination, which occurs if the officer resigns for Good Reason or if the Company terminates the officer other than for Cause or for Performance Reasons (as these terms are defined in the Severance Program). The employment arrangements and agreements with, and benefits to, these executives are further described in “Severance Program” starting on page 71.

  86. Policies and Practices Related to the Timing of Grants of Certain Equity Awards

    Policies and Practices Related to the Timing of Grants of Certain Equity Awards The Company does not schedule its equity grants in anticipation of the release of material, non-public information (MNPI), nor does the Company time the release of MNPI based on equity grant dates. Annual grants for all employees, including the NEOs, are awarded on March 10 (or the next business day if March 10 is not a business day) of each year. During fiscal year 2024, the Company did not issue any equity awards to our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.

  87. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  88. SUMMARY COMPENSATION TABLE

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($)(1) (e) | Non-Equity Incentive Plan Compensation ($)(2) (g) | All Other Compensation ($)(3) (i) | Total ($) (j) | | Steven O. Vondran(4) President and CEO | 2024 | $961,268 | $10,063,667 | $2,360,000 | $42,009 | $13,426,944 | | | 2023 | $640,341 | $5,000,180 | $1,224,652 | $33,457 | $6,898,630 | | | 2022 | $640,341 | $4,600,128 | $1,136,605 | $32,193 | $6,409,267 | | Rodney M. Smith Executive Vice President, Chief Financial Officer and Treasurer | 2024 | $660,000 | $4,524,775 | $973,500 | $40,628 | $6,198,903 | | | 2023 | $640,000 | $4,350,245 | $1,224,000 | $39,378 | $6,253,623 | | | 2022 | $640,000 | $3,600,252 | $1,152,000 | $38,918 | $5,431,170 | | Olivier Puech Executive Vice President and President, Latin America and EMEA | 2024 | $640,341 | $5,027,412 | $944,503 | $34,948 | $6,647,204 | | | 2023 | $640,341 | $5,000,180 | $1,224,652 | $34,300 | $6,899,473 | | | 2022 | $640,341 | $4,600,128 | $1,136,605 | $31,476 | $6,408,550 | | Sanjay Goel(5) Former Executive Vice President and President, Asia-Pacific | 2024 | $600,000 | $3,519,287 | $1,380,000 | $31,445 | $5,530,732 | | | 2023 | $600,000 | $3,500,241 | $1,147,500 | $19,069 | $5,266,810 | | | 2022 | — | — | — | — | — | | Ruth T. Dowling(6) Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | 2024 | $620,000 | $3,016,653 | $914,500 | $33,628 | $4,584,781 | | | 2023 | — | — | — | — | — | | | 2022 | — | — | — | — | — | | Thomas A. Bartlett(7) Former President and CEO | 2024 | $366,667 | $— | $733,333 | $80,670 | $1,180,670 | | | 2023 | $1,100,000 | $15,200,227 | $3,366,000 | $43,018 | $19,709,245 | | | 2022 | $1,100,000 | $14,000,359 | $3,168,000 | $38,350 | $18,306,709 |

  89. SUMMARY COMPENSATION TABLE

    (1)The amounts in column (e) reflect the aggregate grant date fair value of RSUs and PSUs (valued assuming target performance) granted pursuant to the 2007 Equity Incentive Plan, as amended (2007 Equity Incentive Plan). The aggregate grant date fair value of the awards was calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards (at target) by the closing market price of shares of our Common Stock on the grant date. For the component of the PSUs subject to a market condition, the grant date fair value was determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. Assuming maximum performance levels are achieved, the aggregate grant date fair value of PSUs would be as follows:

  90. SUMMARY COMPENSATION TABLE

    | Name | Granted in 2024 | Granted in 2023 | Granted in | Granted in 2022 | | Steven O. Vondran(4) | $14,127,036 | $6,000,140 | | $5,520,154 | | Rodney M. Smith | $5,449,206 | $5,220,141 | | $4,320,302 | | Olivier Puech | $6,054,624 | $6,000,140 | | $5,520,154 | | Sanjay Goel(5) | $4,238,352 | $4,200,289 | | — | | Ruth T. Dowling(6) | $3,632,938 | — | | — | | Thomas A. Bartlett(7) | — | $21,280,318 | | $19,600,363 |

  91. SUMMARY COMPENSATION TABLE

    (2)The amounts in column (g) reflect, for the year ended December 31, 2024, cash payments made in 2025 with respect to annual performance incentive awards for services performed in 2024; for the year ended December 31, 2023, cash payments made in 2024 with respect to annual performance incentive awards for services performed in 2023; and for the year ended December 31, 2022, cash payments made in 2023 with respect to annual performance incentive awards for services performed in 2022. (3)Details about the amounts in column (i) for 2024 are set forth in the table immediately below. In accordance with SEC rules, the amounts in column (i) do not include payments for group term life insurance and other welfare benefits that are generally available to all salaried employees.

  92. SUMMARY COMPENSATION TABLE

    | Name | Retirement Match(a) | Car Expenses(b) | Tax Reimbursements | Other(c) | Total | | Steven O. Vondran | $17,250 | $18,590 | $6,169 | — | $42,009 | | Rodney M. Smith | $16,558 | $18,536 | $5,534 | — | $40,628 | | Olivier Puech | $17,250 | $15,456 | $2,242 | — | $34,948 | | Sanjay Goel | — | $1,950 | — | $29,495 | $31,445 | | Ruth T. Dowling | $13,705 | $16,228 | $3,695 | — | $33,628 | | Thomas A. Bartlett | $17,250 | $4,934 | $730 | $57,756 | $80,670 |

  93. SUMMARY COMPENSATION TABLE

    (1)Includes matching contributions pursuant to our 401(k) plan. Mr. Smith’s amount reflects a true-up received in 2024. (2)Executive officers in the U.S. are entitled to an annual car allowance of up to $12,000 and additional amounts related to auto insurance premiums. With the exception of Messrs. Puech and Goel, these amounts also reflect reimbursement for parking expenses at our corporate offices in Boston, which is a benefit we offer to a number of our employees who work in that office. Mr. Goel's car expenses reflect parking expenses at our office in Singapore, where he is based, converted from Singapore dollars to U.S. dollars using the foreign currency exchange rate used for processing payroll for the applicable month. (3)For Mr. Goel, reflects payments made in 2024 by the Company for Mr. Goel's benefit for shipment of household items. For Mr. Bartlett, includes payment of accrued flextime hours upon his retirement. (4)Mr. Vondran was appointed to the role of President and CEO, effective February 1, 2024. Mr. Vondran's 2022 and 2023 compensation reflects his prior roles as Executive Vice President and President, U.S. Tower Division until November 1, 2023, and as Executive Vice President and Chief Operating Officer from November 1, 2023 until February 1, 2024. Mr. Vondran's 2024 compensation reflects a blended salary amount received for his service for his current role and his prior role in 2024. (5)Mr. Goel was not a NEO prior to the 2023 fiscal year and, accordingly, compensation information in 2022 is not provided. (6)Ms. Dowling was not a NEO prior to the 2024 fiscal year and, accordingly, compensation information in prior years is not provided. (7)Mr. Bartlett retired from his role as President and CEO, effective February 1, 2024, and retired from the Company, effective May 1, 2024, and, accordingly, his 2024 compensation reflects amounts earned while he was still employed. Mr. Bartlett did not receive an equity grant in 2024. As a result of his retirement, Mr. Bartlett's 2022 and 2023 PSU grants vest based on actual performance through the end of the performance period.

  94. GRANTS OF PLAN-BASED AWARDS FOR 2024

    GRANTS OF PLAN-BASED AWARDS FOR 2024 The following table sets forth information relating to RSUs and PSUs granted pursuant to the 2007 Equity Incentive Plan and annual performance incentive award opportunity for each of our NEOs during the year ended December 31, 2024.

  95. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | Name (a) | Grant Date (b) | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) (i) | Grant Date Fair Value of Stock and Option Awards(4) (l) | | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | Steven O. Vondran | | | | | | | | | | | | Annual incentive awards | | | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | RSUs | 3/11/2024 | 2/28/2024 | | | | | | | 14,511 | $3,000,149 | | PSUs | 3/11/2024 | 2/28/2024 | | | | 16,929 | 33,858 | 67,716 | | $7,063,518 | | Rodney M. Smith | | | | | | | | | | | | Annual incentive awards | | | $412,500 | $825,000 | $1,650,000 | | | | | | | RSUs | 3/11/2024 | 2/28/2024 | | | | | | | 8,707 | $1,800,172 | | PSUs | 3/11/2024 | 2/28/2024 | | | | 6,530 | 13,060 | 26,120 | | $2,724,603 | | Olivier Puech | | | | | | | | | | | | Annual incentive awards | | | $400,213 | $800,426 | $1,600,852 | | | | | | | RSUs | 3/11/2024 | 2/28/2024 | | | | | | | 9,674 | $2,000,100 | | PSUs | 3/11/2024 | 2/28/2024 | | | | 7,256 | 14,511 | 29,022 | | $3,027,312 | | Sanjay Goel | | | | | | | | | | | | Annual incentive awards | | | $375,000 | $750,000 | $1,500,000 | | | | | | | RSUs | 3/11/2024 | 2/28/2024 | | | | | | | 6,772 | $1,400,111 | | PSUs | 3/11/2024 | 2/28/2024 | | | | 5,079 | 10,158 | 20,316 | | $2,119,176 | | Ruth T. Dowling | | | | | | | | | | | | Annual incentive awards | | | $387,500 | $775,000 | $1,550,000 | | | | | | | RSUs | 3/11/2024 | 2/28/2024 | | | | | | | 5,805 | $1,200,184 | | PSUs | 3/11/2024 | 2/28/2024 | | | | 4,354 | 8,707 | 17,414 | | $1,816,469 | | Thomas A. Bartlett(5) | | | | | | | | | | | | Annual incentive awards | | | $1,100,000 | $2,200,000 | $4,400,000 | | | | | |

  96. GRANTS OF PLAN-BASED AWARDS FOR 2024

    (1)For 2024, the bonus target for Mr. Vondran was 200% of base salary and for each of Messrs. Smith, Puech and Goel and Ms. Dowling was 125% of base salary. The annual incentive awards cannot exceed 200% of the bonus target, and typically the Compensation Committee does not award annual incentive awards below 50% of the bonus target. The amounts in column (c), (d) and (e) are based on 50%, 100% and 200% of the bonus target, respectively. The actual amounts we paid in connection with our annual performance incentive awards are reflected in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” For more information regarding our annual performance incentive awards, see “Compensation Determinations for 2024—Annual Performance Incentive Program” in our "Compensation Discussion and Analysis" included in this Proxy Statement beginning on page 51. (2)PSUs granted under the 2007 Equity Incentive Plan. (3)We typically grant equity-based incentive awards to our employees, including our executive officers, as part of our annual employee performance review program conducted each February or March. On March 10, 2025, in connection with annual performance reviews and the Company’s annual employee equity grant, we awarded Messrs. Vondran, Smith and Puech and Ms. Dowling RSUs and PSUs pursuant to the 2007 Equity Incentive Plan in the amounts set forth below based on their performance for 2024 and expected future contributions to the Company. In determining the size of these awards, the Compensation Committee established a target award value for each executive officer and then allocated 40% to RSUs and 60% to PSUs for each executive officer, other than Mr. Vondran, whose target award value was allocated 30% to RSUs and 70% to PSUs. Mr. Goel did not receive a grant in 2025 due to his departure from the Company, effective March 31, 2025.

  97. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | Name | RSUs(i) | PSUs(i) | Grant Date Fair Value Per Share | | Steven O. Vondran | $3,300,000 | $7,700,000 | $213.07 | | Rodney M. Smith | $1,800,000 | $2,700,000 | $213.07 | | Olivier Puech | $1,800,000 | $2,700,000 | $213.07 | | Sanjay Goel | $— | $— | N/A | | Ruth T. Dowling | $1,280,000 | $1,920,000 | $213.07 |

  98. GRANTS OF PLAN-BASED AWARDS FOR 2024

    (1)RSU awards vest in 1/3rd cumulative annual increments commencing one year from the date of grant, subject to earlier vesting under the death, disability and retirement benefits program. PSU awards vest at the end of the three-year performance period based on achievement against pre-established financial performance goals of the Company determined at the date of grant, subject to the terms under the death, disability and retirement benefits program. (4)The amounts in column (l) reflect the grant date fair value of the stock awards granted during the fiscal year ended December 31, 2024. The aggregate grant date fair value of the awards is calculated using the closing market price of shares of our Common Stock on the grant date, March 11, 2024 ($206.75). For the component of the PSUs subject to a market condition, the grant date fair value was determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements ($216.11). All PSUs are valued assuming the target number of shares in column (g). (5)Mr. Bartlett retired from his role as President and CEO, effective February 1, 2024, and retired from the Company, effective May 1, 2024, and, while he achieved 100% of his target bonus award, the bonus payout in 2024 was based on the actual salary of approximately $366,667 received for his service in 2024. Mr. Bartlett did not receive any equity-based grants in 2024 due to his retirement from the Company.

  99. NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE The compensation we paid our NEOs in 2024, 2023 and 2022, as summarized in the "Summary Compensation Table," is determined in accordance with employment letters and other arrangements or agreements with our executive officers, which the Compensation Committee reviews. For more information about these agreements, please see below under “Severance Program.” For more information about the elements of the compensation packages paid to our executive officers, please see above under “Compensation Determinations for 2024” in the “Compensation Discussion and Analysis.”

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024 The following table sets forth information relating to stock options, RSUs and PSUs outstanding as of December 31, 2024 that were granted to our NEOs pursuant to the 2007 Equity Incentive Plan.

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | | Option Awards(1) | | | | | Stock Awards(2) | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | RSU/PSU Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(5) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4)(5) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5) (j) | | Steven O. Vondran | 33,482 | — | $94.71 | 3/10/2026 | — | — | $— | — | $— | | | — | — | — | — | 3/10/2021 | 2,054 | $376,724 | — | $— | | | — | — | — | — | 3/10/2022 | 3,952 | $724,836 | — | $— | | | — | — | — | — | 3/10/2023 | 6,971 | $1,278,551 | — | $— | | | — | — | — | — | 3/11/2024 | 14,511 | $2,661,463 | — | $— | | | — | — | — | — | 3/10/2022 | 16,006 | $2,935,660 | — | $— | | | — | — | — | — | 3/10/2023 | — | $— | 7,843 | $1,438,485 | | | — | — | — | — | 3/11/2024 | — | $— | 16,929 | $3,104,948 |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | | Option Awards(1) | | | | | Stock Awards(2) | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Option Exercise Price ($) (e) | Option Expiration Date (f) | RSU/PSU Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(3)(5) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4)(5) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)(5) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4)(5) (j) | | Rodney M. Smith | 33,135 | — | $94.57 | 03/10/2025 | — | — | $— | — | $— | | | 34,341 | — | $94.71 | 03/10/2026 | — | — | $— | — | $— | | | — | — | — | — | 3/10/2021 | 1,590 | $291,622 | — | $— | | | — | — | — | — | 3/10/2022 | 3,092 | $567,104 | — | $— | | | — | — | — | — | 3/10/2023 | 6,065 | $1,112,382 | — | $— | | | — | — | — | — | 3/11/2024 | 8,707 | $1,596,951 | — | $— | | | — | — | — | — | 3/10/2022 | 12,527 | $2,297,577 | — | $— | | | — | — | — | — | 3/10/2023 | — | $— | 6,823 | $1,251,406 | | | — | — | — | — | 3/11/2024 | — | $— | 6,530 | $1,197,667 | | Olivier Puech | — | — | — | — | 3/10/2021 | 2,054 | $376,724 | — | $— | | | — | — | — | — | 3/10/2022 | 3,952 | $724,836 | — | $— | | | — | — | — | — | 3/10/2023 | 6,971 | $1,278,551 | — | $— | | | — | — | — | — | 3/11/2024 | 9,674 | $1,774,308 | — | $— | | | — | — | — | — | 3/10/2022 | 16,006 | $2,935,660 | — | $— | | | — | — | — | — | 3/10/2023 | — | $— | 7,843 | $1,438,485 | | | — | — | — | — | 3/11/2024 | — | $— | 7,256 | $1,330,823 | | Sanjay Goel | — | — | — | — | 6/01/2021 | 1,063 | $194,965 | — | $— | | | — | — | — | — | 3/10/2022 | 2,663 | $488,421 | — | $— | | | — | — | — | — | 3/10/2023 | 4,880 | $895,041 | — | $— | | | — | — | — | — | 3/11/2024 | 6,772 | $1,242,053 | — | $— | | | — | — | — | — | 3/10/2022 | 10,787 | $1,978,444 | — | $— | | | — | — | — | — | 3/10/2023 | — | $— | 5,490 | $1,006,921 | | | — | — | — | — | 3/11/2024 | — | $— | 5,079 | $931,539 | | Ruth T. Dowling | — | — | — | — | 3/10/2021 | 917 | $168,187 | — | $— | | | — | — | — | — | 10/01/2021 | 131 | $24,027 | — | $— | | | — | — | — | — | 3/10/2022 | 1,718 | $315,098 | — | $— | | | — | — | — | — | 3/10/2023 | 3,137 | $575,357 | — | $— | | | — | — | — | — | 3/11/2024 | 5,805 | $1,064,695 | — | $— | | | — | — | — | — | 3/10/2023 | — | $— | 3,530 | $647,437 | | | — | — | — | — | 3/11/2024 | — | $— | 4,354 | $798,567 | | Thomas A. Bartlett(6) | 10,401 | — | $94.57 | 3/10/2025 | — | — | $— | — | $— | | | — | — | — | — | 3/10/2022 | 56,831 | $10,423,374 | — | $— | | | — | — | — | — | 3/10/2023 | — | $— | 27,815 | $5,101,549 |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    (1)Stock options vest in 25% cumulative annual increments commencing one year from the date of grant, subject to earlier vesting under the death, disability and retirement benefits program, and have a term of 10 years. (2)Stock awards consist of RSUs and PSUs granted under the 2007 Equity Incentive Plan. (3)Each of the unvested RSUs that were granted prior to March 10, 2023 vests in 25% cumulative annual increments, commencing one year from the date of grant and are subject to earlier vesting under the death, disability and retirement benefits program. Beginning with grants made on March 10, 2023, each of the unvested RSUs vests 1/3rd annually over three years, commencing one year from the date of grant. (4)The market value of the RSU and PSU awards was determined using a stock price of $183.41, which was the closing price of our Common Stock on the NYSE on December 31, 2024. PSU awards granted in 2022 are reflected at a 135% payout performance level and the PSU awards granted in 2023 and 2024 are reflected at a threshold 50% payout performance level. (5)Each grant of unvested PSUs vests at the end of the three-year performance period based on achievement against pre-established performance goals determined at the date of grant, subject to the terms of the death, disability and retirement benefits program. On March 10, 2025, the 2022 PSU Awards vested. The following table sets forth the vested amounts of such PSU awards before dividend equivalents and the shares withheld by the Company to cover any taxes due.

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | Name | PSUs | | Steven O. Vondran(i) | 16,006 | | Rodney M. Smith | 12,527 | | Olivier Puech | 16,006 | | Sanjay Goel | 10,787 | | Ruth T. Dowling(ii) | — | | Thomas A. Bartlett(iii) | 56,831 |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    (1)Mr. Vondran's 2022 PSU Award reflects his prior role as Executive Vice President and President, U.S. Tower Division. (2)Ms. Dowling was appointed to the role of Executive Vice President, Chief Administrative Officer, General Counsel and Secretary, effective January 1, 2023, and was not eligible to receive a 2022 PSU Award. (3)Mr. Bartlett's 2022 PSU Award reflects his prior role as President and CEO. (6)Mr. Bartlett retired from the Company, effective May 1, 2024, and the information provided herein is as of May 1, 2024. The exercise period of Mr. Bartlett's stock options was extended to three years from his retirement date.

  106. OPTION EXERCISES AND STOCK VESTED FOR 2024

    OPTION EXERCISES AND STOCK VESTED FOR 2024 The following table sets forth information relating to options exercised and RSUs and PSUs vested during the year ended December 31, 2024 for each NEO.

  107. OPTION EXERCISES AND STOCK VESTED FOR 2024

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized Upon Exercise ($)(1) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($)(2) (e) | | Steven O. Vondran | 24,802 | $3,424,715 | 24,856 | $5,152,897 | | Rodney M. Smith | 23,019 | $2,824,549 | 20,292 | $4,182,663 | | Olivier Puech | — | $— | 24,856 | $5,152,897 | | Sanjay Goel | — | $— | 13,069 | $2,601,768 | | Ruth T. Dowling | — | $— | 4,204 | $874,775 | | Thomas A. Bartlett(3) | 20,000 | $2,446,000 | 102,695 | $20,354,485 |

  108. OPTION EXERCISES AND STOCK VESTED FOR 2024

    (1)Column (c) reflects the excess of the market price of the underlying securities at exercise over the exercise price. (2)With the exception of Mr. Bartlett, as noted below, column (e) reflects the market value of RSU and PSU awards using stock prices of $207.31, $176.84, $195.74 and $232.07 as applicable, which were the closing prices of our Common Stock on the NYSE on the last business day prior to the vesting date of each RSU and PSU. (3)This amount includes 29,316 RSUs that vested upon Mr. Bartlett's Qualified Retirement, as defined under the award agreements, on May 1, 2024, with a deferred release date of December 1, 2024. The market value of the RSU awards was determined using a stock price of $176.84, which was the closing price of our Common Stock on the NYSE on the last business day prior to his retirement date. Our NEOs are eligible for benefits under the terms of our Severance Program. The table below, “Potential Payments Upon Termination or Change of Control for 2024,” summarizes the severance benefits that would be payable to each of our NEOs if his or her employment had been terminated as of December 31, 2024, with respect to the different termination scenarios. Under the Severance Program, our executive officers are entitled to the following severance benefits upon a Qualifying Termination: •Cash Severance: The CEO is entitled to receive 104 weeks of base earnings, and each Executive Vice President is entitled to receive 78 weeks of base earnings. In addition, each executive would be entitled to a pro-rated portion of his or her target incentive for the portion of the year prior to termination, assuming 100% satisfaction of goals or objectives related to that incentive. •Equity Acceleration/Vesting Provisions: If a Qualifying Termination occurs within 14 days prior to, or up to two years following, a Change of Control, each executive officer is entitled to full acceleration of vesting of all outstanding stock options, RSUs and PSUs, as further described below. •Benefits Continuation: Each executive officer is eligible for continued health and welfare benefits, for which the Company will pay the employer share of the cost of coverage for a period equal to the number of weeks of base earnings payable under the Severance Program and, subject to eligibility, is entitled to benefits under the Consolidated Omnibus Budget Reconciliation Act (COBRA). •Release of Claims, Non-Compete: To receive benefits under our Severance Program, the executive officer must sign a separation and release agreement and a limited confidentiality and restrictive covenant agreement in forms satisfactory to the Company. In addition, at our discretion, we may require the deposit of a portion of the after-tax payments to each executive officer in a restricted account to serve as security for the executive officer’s compliance with the ongoing covenants, restrictions and obligations contained in such agreements, with restrictions on distribution up to and including forfeiture in the event of noncompliance. Under our Severance Program, equity awards to our executive officers are subject to a double-trigger standard, whereby the executive officer is entitled to acceleration of his or her equity awards only in the event of a Qualifying Termination within 14 days before, or two years following, a Change of Control. In such an event, the executive officer is entitled to acceleration of all unvested equity-based awards, including stock options and RSUs. With respect to the grant of PSUs, the value of those PSUs would be determined based on target performance, pro-rated for the executive’s term of employment during the performance period prior to the Qualifying Termination (except for PSUs granted to executive officers that are eligible for a “Qualified Retirement” (as defined in the award agreement), with respect to which the target award is accelerated in full (i.e. no pro-ration is applied)) and paid out within 60 days of the Qualifying Termination, unless such executive officer is a “specified employee” as defined in the Treasury Regulation Section 1.409A-1(i). If there is no Qualifying Termination or if the termination is a Qualifying Termination not in connection with a Change of Control, the executive officer is not entitled to any acceleration or continued vesting of his or her equity-based awards, except in connection with a Qualified Retirement. The Severance Program does not provide for tax gross-ups. In addition, the Committee adopted a death, disability and retirement benefits program in connection with equity awards granted to our employees, including executive officers, similar to those of our peer group companies. The program’s benefits provide for the acceleration of vesting and exercise periods for stock options, RSUs and PSUs granted on or after January 1, 2013, upon an employee’s death or permanent disability, or upon an employee’s Qualified Retirement, provided certain eligibility criteria are met. Our NEOs are also eligible to receive nine months of outplacement services following a Qualifying Termination.

  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2024

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2024 The table below sets forth the potential estimated payments pursuant to our Severance Program to each NEO as if the individual’s employment had been terminated as of December 31, 2024. While our executive officers are entitled to certain severance benefits upon a Qualifying Termination pursuant to the terms of the Severance Program, full acceleration of vesting of outstanding equity-based awards is limited to a Qualifying Termination upon a Change of Control, subject to earlier vesting under the death, disability and retirement program.

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2024

    | Name and Type of Payment/Benefit | Termination on 12/31/2024: “for Cause” | Termination on 12/31/2024: voluntary or retirement | Qualifying Termination on 12/31/2024: with no Change of Control | Qualifying Termination on 12/31/2024: with Change of Control | | Steven O. Vondran | | | | | | Base salary(1) | $— | $— | $2,000,000 | $2,000,000 | | Annual incentive awards(2) | — | — | 2,000,000 | 2,000,000 | | Value of accelerated equity awards(3)(4) | — | — | — | 11,965,302 | | Health benefits(6) | — | — | 41,079 | 41,079 | | Total | $— | $— | $4,041,079 | $16,006,381 | | Rodney M. Smith | | | | | | Base salary(1) | $— | $— | $990,000 | $990,000 | | Annual incentive awards(2) | — | — | 825,000 | 825,000 | | Value of accelerated equity awards(3)(4)(5) | — | 6,771,497 | 6,771,497 | 6,771,497 | | Health benefits(6) | — | — | 42,365 | 42,365 | | Total | $— | $6,771,497 | $8,628,862 | $8,628,862 | | Olivier Puech | | | | | | Base salary(1) | $— | $— | $960,512 | $960,512 | | Annual incentive awards(2) | — | — | 800,426 | 800,426 | | Value of accelerated equity awards(3)(4)(5) | — | 12,628,329 | 12,628,329 | 12,628,329 | | Health benefits(6) | — | — | 42,365 | 42,365 | | Total | $— | $12,628,329 | $14,431,632 | $14,431,632 | | Sanjay Goel(7) | | | | | | Base salary(1) | $— | $— | $900,000 | $900,000 | | Annual incentive awards(2) | — | — | 750,000 | 750,000 | | Value of accelerated equity awards(3)(4) | — | — | — | 6,762,510 | | Health benefits(6) | — | — | — | — | | Total | $— | $— | $1,650,000 | $8,412,510 | | Ruth T. Dowling | | | | | | Base salary(1) | $— | $— | $930,000 | $930,000 | | Annual incentive awards(2) | — | — | 775,000 | 775,000 | | Value of accelerated equity awards(3)(4)(5) | — | 5,039,006 | 5,039,006 | 5,039,006 | | Health benefits(6) | — | — | 42,365 | 42,365 | | Total | $— | $5,039,006 | $6,786,371 | $6,786,371 | | Thomas A. Bartlett(8) | | | | | | Base salary | $— | $— | $— | $— | | Annual incentive awards | — | — | — | — | | Value of accelerated equity awards(3) | — | 20,626,289 | — | — | | Health benefits | — | — | — | — | | Total | $— | $20,626,289 | $— | $— |

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2024

    (1)For Mr. Vondran, the amount reflects salary continuation for 104 weeks, based on Mr. Vondran's base salary as of December 31, 2024. For Messrs. Smith, Puech and Goel and Ms. Dowling, the amount reflects salary continuation for 78 weeks, based on base salary as of December 31, 2024. The Severance Program specifies that continuation of salary is to be paid bi-weekly. (2)This amount reflects an incentive award opportunity with respect to a full year of service for the year ended December 31, 2024 and assumes that a bonus target of 100% is met. Actual incentive award payments upon separation are calculated pro-rata. For the year ended December 31, 2024, the bonus target was 200% of base salary for Mr. Vondran and was 125% of base salary for Messrs. Smith, Puech and Goel and Ms. Dowling. (3)Value of RSUs and PSUs is determined using the closing market price of $183.41 of our Common Stock on December 31, 2024. (4)As of December 31, 2024, under the Severance Program, each executive officer is entitled to acceleration of vesting of all outstanding equity-based awards, including, but not limited to, stock options, RSUs and PSUs, upon a Qualifying Termination that occurs within 14 days prior to, or up to two years following, a Change of Control, as described above. (5)In addition to the acceleration of vesting of all outstanding equity-based awards upon a Qualifying Termination under the Severance Program, Messrs. Smith and Puech’s and Ms. Dowling's equity-based awards that were granted after January 1, 2013 will vest upon their Qualifying Retirement, pursuant to the terms of the Company’s death, disability and retirement program, as described above. In accordance with the revised executive officer retirement benefits, the values of the PSU awards for Messrs. Smith and Puech and Ms. Dowling assume successful completion of a transition plan and reflect full payout of PSUs at target. (6)For Mr. Vondran, this amount reflects a continuation of health and dental insurance for 104 weeks, based on the employer share of the cost of coverage for this time period. For Messrs. Smith and Puech and Ms. Dowling, this amount reflects a continuation of health and dental insurance for 78 weeks, based on the employer share of the cost of coverage for this time period. Mr. Goel is based in Singapore and is not eligible for the continuation of health benefits noted herein. All amounts are estimates based on current rates and benefits elections made by each executive officer for the year ended December 31, 2024. (7)As a result of the closing of the ATC TIPL Transaction, Mr. Goel’s role was eliminated and he left the Company, effective March 31, 2025. In connection with his departure, all of Mr. Goel's unvested equity awards were forfeited pursuant to the terms of the Severance Program. (8)As a result of his retirement on May 1, 2024, Mr. Bartlett's 2023 PSU grant will vest based on actual performance through the end of the performance period. Mr. Bartlett's 2022 PSU award is reflected at a 135% payout performance level. The vesting of his 2021, 2022 and 2023 RSU grants were accelerated upon his Qualified Retirement, as defined under the award agreements.

  112. CEO Pay Ratio

    CEO Pay Ratio

  113. CEO Pay Ratio

    CEO Pay Ratio As required by Item 402(u) of Regulation S-K, we are providing the following information about the relationship between the annual total compensation of our median employee and Steven O. Vondran, our CEO: For 2024, our last completed fiscal year: •The annual total compensation of the employee identified as the median employee of our Company (other than our CEO) was $85,726; and •The annual total compensation of our CEO was $13,426,944. Based on this information, for 2024 the ratio of the annual total compensation of Mr. Vondran, our CEO, to the median employee was estimated to be approximately 157 to 1. This pay ratio is a reasonable estimate, calculated in a manner consistent with SEC rules, based on our payroll and employment records using the methodology described below. The SEC rules for identifying the “median employee” allow companies to adopt a variety of methodologies to apply certain exclusions and make reasonable estimates and assumptions to reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in determining their median employee.

  114. CEO PAY RATIO METHODOLOGY

    CEO PAY RATIO METHODOLOGY Item 402(u) of Regulation S-K requires us to identify the Company’s median employee once every three years, unless a change in employee population or compensation arrangements is likely to result in a significant change in our CEO pay ratio disclosures. Due to the ATC TIPL Transaction, we determined that a significant change in our employee population had occurred, and, accordingly, for the 2024 pay ratio calculation, we identified a new median employee. To identify our median employee in 2024, the methodology and the material assumptions, adjustments and estimates we used were unchanged from prior years and are as follows: •We determined that, as of December 30, 2024, our employee population and certain contractors, excluding our CEO, consisted of approximately 4,981 individuals. We selected December 30, 2024, which is within the last three months of 2024, as the date upon which we would identify the median employee to allow sufficient time to identify the median employee, given the global scope of our operations. •Of the 4,981 employees and contractors included in the calculation, 2,609, or 52%, of them are outside the U.S. •To identify the median employee from our employee population, we selected actual direct compensation (salary, bonus and equity) paid for 2024. Foreign exchange rates were translated to the U.S. dollar equivalent based on rates as of November 30, 2024. Finally, to determine the annual total compensation of the median employee for 2024, we identified and calculated the elements of such employee’s compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column for 2024 in our "Summary Compensation Table" in this Proxy Statement. As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and the average of our other NEOs and certain financial metrics of the Company. Compensation actually paid, as determined under SEC requirements, does not fully represent the actual final amount of compensation earned by, or paid to, our NEOs during the applicable years. Listed below are the financial performance measures that represent, in our assessment, the most important financial performance measures used by the Company to link compensation actually paid to our NEOs for the fiscal year ending December 31, 2024 to Company performance:

  115. CEO PAY RATIO METHODOLOGY

    | •Property Revenue(1) | | •Adjusted EBITDA(2) | | •Attributable AFFO per Share(2) | | •ROIC(2) |

  116. CEO PAY RATIO METHODOLOGY

    (1)Total property revenue excludes pass-through revenue. For a reconciliation of total property revenue, excluding pass-through revenue, see Appendix A. (2)Adjusted EBITDA, Attributable AFFO per Share and ROIC are non-GAAP financial measures. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A. Neither the Compensation Committee nor management used the information displayed below in the tables, including the calculation of compensation actually paid, as a basis for making compensation decisions.

  117. Pay Versus Performance Table

    Pay Versus Performance Table

  118. Pay Versus Performance Table

    | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) (h) | Attributable AFFO per Share(4) ($) (i) | | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | | Compensation Actually Paid to PEO(1)(2) ($) (c) | | | | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return(3) ($) (g) | | | | | First PEO | Second PEO | First PEO | Second PEO | | | | | | | | 2024 | $1,180,670 | $13,426,944 | $(4,286,218) | $9,983,934 | $5,740,405 | $3,885,817 | $91.03 | $117.56 | $2,280 | $10.54 | | 2023 | $19,709,245 | N/A | $21,275,411 | N/A | $6,329,634 | $6,804,693 | $103.63 | $112.04 | $1,367 | $9.87 | | 2022 | $18,306,709 | N/A | $7,107,859 | N/A | $6,533,531 | $2,404,100 | $98.36 | $100.62 | $1,697 | $9.76 | | 2021 | $16,114,574 | N/A | $25,716,706 | N/A | $6,009,705 | $9,674,287 | $132.26 | $134.06 | $2,568 | $9.43 | | 2020 | $15,735,310 | $14,701,304 | $17,412,648 | $14,343,802 | $5,727,014 | $5,589,513 | $99.52 | $94.88 | $1,692 | $8.44 |

  119. Pay Versus Performance Table

    (1)For 2024, the first principal executive officer (PEO) was Thomas A. Bartlett and the second PEO was Steven O. Vondran, and the other NEOs were Rodney M. Smith, Olivier Puech, Sanjay Goel and Ruth T. Dowling. For 2023, the principal executive officer (PEO) was Thomas A. Bartlett and the other NEOs were Rodney M. Smith, Olivier Puech, Steven O. Vondran and Sanjay Goel. For 2022 and 2021, the PEO was Thomas A. Bartlett and the other NEOs were Rodney M. Smith, Edmund DiSanto, Olivier Puech and Steven O. Vondran. For 2020, the first PEO was James D. Taiclet and the second PEO was Thomas A. Bartlett, and the other NEOs were Rodney M. Smith, Edmund DiSanto, Olivier Puech, Amit Sharma and Steven O. Vondran. (2)The following table summarizes the adjustments made in accordance with Item 402(v) of Regulation S-K in order to determine the amounts shown in the table above as “Compensation Actually Paid” for 2024 (a summary of adjustments made for 2020–2022 is included in our proxy statement for our 2023 Annual Meeting and a summary of adjustments made for 2023 is included in our proxy statement for our 2024 Annual Meeting):

  120. Pay Versus Performance Table

    | | 2024 | | | | Adjustments for Stock and Option Awards | First PEO | Second PEO | Other NEOs(i) | | Summary Compensation Table Total | $1,180,670 | $13,426,944 | $5,740,405 | | (Minus): “Stock Awards” amount in Summary Compensation Total(ii) | $— | $(10,063,667) | $(4,022,032) | | Plus: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end(iii) | $— | $8,284,043 | $3,347,342 | | Plus (Minus): Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year end(iv) | $(3,651,576) | $(1,450,370) | $(1,014,062) | | Plus (Minus): Change as of the vesting date in fair value of awards granted in any prior fiscal year that vested during the covered fiscal year(v) | $(1,815,312) | $(213,016) | $(165,836) | | Compensation Actually Paid (as calculated) | $(4,286,218) | $9,983,934 | $3,885,817 |

  121. Pay Versus Performance Table

    (1)Amounts presented are averages for the entire group of other NEOs. (2)Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards (at target) by $206.75, the closing market price of shares of our Common Stock on the grant date, March 11, 2024. For the component of the PSUs subject to a market condition, calculated by multiplying the number of shares of Common Stock underlying the PSU awards (at target) by $216.11, the fair value on the grant date, March 11, 2024, determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. (3)Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards (at target) by $183.41, the closing market price of shares of our Common Stock on December 31, 2024. For the component of the PSUs subject to a market condition, calculated by multiplying the number of shares of Common Stock underlying the PSU awards (at target) by $96.67, the fair value on December 31, 2024, determined using a Monte Carlo simulation model, which uses multiple input variables to determine the probability of satisfying the market condition requirements. (4)Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards by the difference of $183.41, the closing market price of shares of our Common Stock on December 31, 2024, and $215.88, the closing market price of shares of our Common Stock on December 29, 2023. For 2024, PSU awards granted in 2023 are calculated based on the target award amounts and PSU awards granted in 2022 are calculated based on a 135% payout performance level. (5)Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards by the difference of the closing market price of shares of our Common Stock on the vesting dates and $215.88, the closing market price of shares of our Common Stock on December 29, 2023. (3)Peer Group TSR consists of the FTSE Nareit All Equity REITs Index. (4)Attributable AFFO per Share is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.

  122. Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs Versus Net Income

    Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs Versus Net Income

  123. Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs Versus Attributable AFFO Per Share(1)

    Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs Versus Attributable AFFO Per Share(1) (1)Attributable AFFO per Share is a non-GAAP financial measure. Definitions of non-GAAP financial measures and reconciliations to GAAP can be found in Appendix A.