DEF 14A of American Tower Corp /Ma/, Apr 8, 2026

DEF 14A of American Tower Corp /Ma/

Filed Apr 8, 2026 · FY20250001053507-26-000088

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

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

  3. Our Director Nominees

    Our Director Nominees With the exception of Mr. Robert D. Hormats, each incumbent Director is standing for re-election at our 2026 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.

  4. Our Director Nominees

    | | | STEVEN O. VONDRAN*, 55 President and Chief Executive Officer (CEO), American Tower Corporation Director Since: 2024 Other Public Company Boards: Ameren Corporation Committee Memberships: None | | | | RAJESH KALATHUR, 57 Former President, John Deere Financial, and former Chief Information Officer, Deere & Company Director Since: 2025 Other Public Company Boards: None Committee Memberships: | | | | PAMELA D. A. REEVE, 76 Chairperson of the Board Former President and CEO, Lightbridge, Inc. Director Since: 2002 Other Public Company Boards: None Committee Memberships: |

  5. Our Director Nominees

    | | | KELLY C. CHAMBLISS, 55 Former Global Chief Operating Officer, IBM Consulting Director Since: 2022 Other Public Company Boards: None Committee Memberships: | | | | GRACE D. LIEBLEIN, 65 Former Vice President, Global Quality, General Motors Director Since: 2017 Other Public Company Boards: Honeywell International Inc. Committee Memberships: | | | | EUGENE F. REILLY, 65 Former Vice Chairman, Prologis, Inc. Director Since: 2025 Other Public Company Boards: None Committee Memberships: |

  6. Our Director Nominees

    | | | TERESA H. CLARKE, 63 Chair and Executive Editor, Africa.com LLC Director Since: 2021 Other Public Company Boards: Arthur J. Gallagher & Co. Committee Memberships: | | | | CRAIG MACNAB, 70 Former CEO and Chairman, National Retail Properties, Inc. Director Since: 2014 Other Public Company Boards: Independence Realty Trust, Inc. VICI Properties, Inc. Committee Memberships: | | | | BRUCE L. TANNER, 67 Former Executive Vice President (EVP) and Chief Financial Officer (CFO), Lockheed Martin Corporation Director Since: 2019 Other Public Company Boards: Truist Financial Corporation Committee Memberships: |

  7. Our Director Nominees

    | | | KENNETH R. FRANK, 58 Partner, Banneker Partners Director Since: 2021 Other Public Company Boards: None Committee Memberships: | | | | NEVILLE R. RAY, 63 Former President of Technology, T-Mobile US, Inc. Director Since: 2024 Other Public Company Boards: Ziff Davis, Inc. Committee Memberships: | | A Audit C Compensation and Human Capital N Nominating and Corporate Governance Member Chair Audit Committee Financial Expert Independent * Sole Management Director Nominee |

  8. Our Director Nominees

    | | 11 out of 11 Executive Leadership | | 7 out of 11 Wireless Industry and/or REIT | | 9 out of 11 Public Company Board | | | 8 out of 11 Investment/Capital Allocation | | 11 out of 11 Operational and Management | | 11 out of 11 Risk Management | | | 11 out of 11 Strategy | | 9 out of 11 Finance/Accounting | | 6 out of 11 Cybersecurity/Information Systems | | | 5 out of 11 Thought Leadership and/or Government and Public Policy | | 11 out of 11 International/Global Operations | | 3 out of 11 Sustainability (including Human Capital Management, Climate Risk and Related Governance) |

  9. Board Profile

    Board Profile

  10. Independence

    Independence

  11. Age

    Age

  12. Tenure

    Tenure

  13. Board Attendance and Engagement

    Board Attendance and Engagement

  14. Board Attendance and Engagement

    | Director attendance at the four regular 2025 quarterly Board meetings: | Director attendance at the 2025 Annual Meeting of Stockholders (2025 Annual Meeting): | Director attendance at the four regular 2025 quarterly committee meetings: | | 100% | 100% | 96% |

  15. Board Attendance and Engagement

    | 6 new independent Directors have been added to the Board since 2021. 2 new independent Directors added in 2025 – Rajesh Kalathur and Eugene F. Reilly. | | | | | Skills of Newly Added Directors | | | | | | Investment/Capital Allocation | | Strategy | | | Cybersecurity/Information Systems | | Wireless Industry and/or REIT | | 6 independent Directors have left the Board since 2021.(1) | | | | | (1)Including Mr. Hormats, who will not be standing for re-election at the Annual Meeting. | | | |

  16. Board Committee Refreshment Over the Past Two Years

    Board Committee Refreshment Over the Past Two Years

  17. Board Committee Refreshment Over the Past Two Years

    | 2024 Committee Changes | 2025 Committee Changes | | Audit •Mr. Tanner replaced former Director, JoAnn Reed, as Chair Compensation and Human Capital •Ms. Lieblein replaced Mr. Macnab as Chair •Mr. Ray appointed to serve (joined the Board in 2024) Nominating and Corporate Governance •Mr. Frank replaced Mr. Hormats as Chair All new committee chairs were previously members of the committees on which they were appointed Chair. | Audit •Mr. Kalathur appointed to serve (joined the Board in 2025) •Mr. Macnab appointed to serve •Ms. Clarke rotated off Compensation and Human Capital •Mr. Reilly appointed to serve (joined the Board in 2025) •Mr. Macnab rotated off Nominating and Corporate Governance •Ms. Clarke appointed to serve |

  18. 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. |

  19. Executive Pay Structure

    | OVERVIEW | | | | 2025 HIGHLIGHTS | | 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 and Human Capital Committee (Compensation Committee) and determined annually. | | | | •Based on a review of competitive market data, the Compensation Committee determined not to increase the salaries of the executives for 2025, with the exception of Mr. Noel due to his new role as Executive Vice President and Chief Operating Officer (effective January 13, 2025) and increased responsibility. •See page 51 for more information. | | 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. | | | | •In 2025, our NEOs received 114% 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 Company financial and individual performance goals. •See page 52 for more information. | | Target annual performance incentive award for all NEOs: | | | | | | | tied to achieving pre-established Company financial goals | | tied to achieving pre-established individual performance goals | | | Long-Term Incentive 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. | | | | •In 2025, our NEOs earned 157% of their 2023 PSUs based on achievement of cumulative Attributable AFFO per Share of $31.17 and average ROIC of 9.3%. •See page 55 for more information. | | 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 | | | PSU PERFORMANCE METRICS | | | | 2026 UPDATE | | For grants made in March 2025, 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 30% based on average ROIC 20% based on relative total shareholder return (TSR)(1) | | | | The Compensation Committee updated the performance weighting for PSU grants made beginning in March 2026 as follows: 40% based on cumulative Attributable AFFO per Share 30% based on average ROIC 30% based on relative TSR | | RSU Vesting 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 40. | | | | |

  20. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

  21. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | PROPOSAL 3 AUDIT: Ratification of Selection of Independent Registered Public Accounting Firm | FOR Page 80 | | The Board recommends you vote FOR this proposal. Our Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for 2026. The Audit Committee considered several factors in re-engaging the firm, including its industry knowledge, independence controls and objectivity. The Audit Committee has determined that the retention continues to be in the best interests of American Tower and its stockholders. | |

  22. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan | FOR Page 83 | | The Board recommends you vote FOR this proposal. Our Board recommends a vote FOR the American Tower Corporation 2026 Equity Incentive Plan (the 2026 Equity Plan). The 2026 Equity Plan is intended to replace the American Tower Corporation 2007 Equity Incentive Plan, as amended, and will continue to align interests of employees and non-employee Directors of the Company and its subsidiaries with the Company’s stockholders. | |

  23. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | PROPOSAL 1 | Election of Directors Under our Amended and Restated By-Laws (By-Laws), the number of Board members is fixed periodically by the Board and may be increased or decreased by a vote of the stockholders or by the majority of Directors then in office. With the exception of Mr. Hormats, each of the incumbent Directors is standing for re-election at the Annual Meeting. The Board has nominated each of the 11 Directors listed below for election at the Annual Meeting, all of whom were recommended for nomination to the Board by the Nominating Committee. Each Director elected at the Annual Meeting will hold office until the 2027 Annual Meeting of Stockholders (2027 Annual Meeting) and until his or her successor is duly elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR each nominee listed below. If a nominee becomes unavailable to serve, we will vote the shares represented by proxies for the election of such other person as the Board may recommend. | The Board of Directors unanimously recommends that you vote FOR the election of each nominee listed below to serve as Director until the next annual meeting of stockholders and until his or her successor is duly elected and qualified. |

  24. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    Our By-Laws require that each Director receive a majority of the votes properly cast with respect to such Director in uncontested elections (i.e., the number of shares voted “for” a Director nominee must exceed the number of votes cast “against” that nominee). As the election of Directors at the Annual Meeting is uncontested, it requires a majority of the votes cast by, or on behalf of, the holders of Common Stock at the Annual Meeting. Abstentions and broker non-votes are not considered as votes cast “for” or “against” a Director and have no effect on the election results. If stockholders do not re-elect an incumbent nominee who is already a Director, Delaware law provides that the Director continue to serve on the Board as a “holdover director.” Under our By-Laws and Corporate Governance Guidelines, each Director must submit an irrevocable advance resignation that will be effective if the stockholders do not re-elect him or her and the Board accepts his or her resignation. In that situation, within 90 days from the date the election results are certified, the Nominating Committee will recommend to the Board whether to accept or reject the resignation, with the Board then taking action and promptly disclosing its decision and underlying rationale in a filing with the SEC. The table below presents key qualifications and experience our Board views as essential for effective oversight and long-term strategy. Additional details on each Director nominee are provided in their individual biographies starting on page 10.

  25. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | Skills and Qualifications | | | | | | | | | | | | | | | | Executive Leadership Experience in leadership or executive role in a global company | l | l | l | l | l | l | l | l | l | l | l | 11/11 | | | Investment/Capital Allocation Experience in assessing investment opportunities and capital priorities | l | | l | l | l | | l | | l | l | l | 8/11 | | | Strategy Experience in developing and executing on strategic priorities | l | l | l | l | l | l | l | l | l | l | l | 11/11 | | | Thought Leadership and/or Government and Public Policy Experience working with thought leaders from business, government and policy | l | | l | | | l | | l | l | | | 5/11 | | | 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 | l | l | | l | | | l | l | l | l | | 7/11 | | | Operational and Management Experience with managerial and day-to-day operational experience | l | l | l | l | l | l | l | l | l | l | l | 11/11 | | | Finance/Accounting Education and experience that enables additional oversight of financial statements and metrics | l | | l | l | l | l | l | | l | l | l | 9/11 | | | International/Global Operations Experience understanding the complexities and risks of international businesses | l | l | l | l | l | l | l | l | l | l | l | 11/11 | | | Public Company Board Service on other listed public company boards, either currently or within the past five years | l | l | l | | | l | l | l | l | l | l | 9/11 | | | Risk Management Experience with identifying, managing and mitigating enterprise risks | l | l | l | l | l | l | l | l | l | l | l | 11/11 | | | Cybersecurity/Information Systems Experience in cybersecurity, intelligence and data protection | l | l | | l | l | | | l | | | l | 6/11 | | | Sustainability (including Human Capital Management, Climate Risk and Related Governance) Experience in human resources, climate risk assessment and related governance | l | | l | | | | | | l | | | 3/11 | | Demographic Background | | | | | | | | | | | | | | | Age (as of April 8, 2026) | | 55 | 55 | 63 | 58 | 57 | 65 | 70 | 63 | 76 | 65 | 67 | | | Gender | | M | F | F | M | M | F | M | M | F | M | M | | | Board Tenure | | | | | | | | | | | | | | | Years (as of April 8, 2026) | | 2 | 4 | 4 | 5 | 1 | 8 | 11 | 2 | 24 | 0 | 6 | |

  26. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    Our Board consists of individuals with varied and complementary business, leadership and financial expertise. Most of our Directors have leadership experience at major U.S. and multinational companies, as well as experience on the boards of other companies and organizations, which provides an understanding of different business processes, challenges and strategies. In addition, many of our Directors have industry and public policy experience, which provides insight into issues faced by public companies. Relevant information about each Director nominee appears below.

  27. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Steven O. Vondran President and CEO, American Tower Corporation Age: 55 Director since: February 2024 Board 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, U.S. Tower Division and Global Chief Operating Officer Current Public Company Boards •Ameren Corporation (2025–present) Other Current Affiliations •Member, Business Roundtable •Member, Nareit Executive Board | | | |

  28. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Kelly C. Chambliss Former Global Chief Operating Officer, IBM Consulting Age: 55 Independent Director since: March 2022 Board Committees: •Compensation and Human Capital 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 spent over 20 years at IBM in senior leadership roles, including as Global Chief Operating Officer, IBM Consulting, Senior Vice President, IBM Consulting in the Americas, and Global Chief Technology Officer, IBM Consulting. Ms. Chambliss joined IBM as a Partner through the acquisition of PricewaterhouseCoopers Consulting in 2002. | | Qualifications •Extensive management, international and cybersecurity experience at a global large-cap company •Prior public company board experience •Knowledge of data center operations Former Public Company Boards (Past 5 Years) •CoreSite Realty Corporation (2016–2021) | | | |

  29. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Teresa H. Clarke Chair and Executive Editor, Africa.com LLC Age: 63 Independent Director since: December 2021 Board Committees: •Nominating and Corporate Governance Committee (May 2025–present) •Audit Committee (December 2021–May 2025) | 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 and Executive Editor of Africa.com LLC and a retired 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. Ms. Clarke 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 Current Affiliations •Member, Council on Foreign Relations •Chair, Advisory Board of the Smithsonian National Museum of African Art | | | |

  30. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Kenneth R. Frank Partner, Banneker Partners Age: 58 Independent Director since: January 2021 Board 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 2019 to 2021, and led other enterprise software and services companies, such as Kibo Software as CEO, from 2016 to 2018, and Aptean Software as COO, from 2011 to 2015. Prior to that, Mr. Frank held a series of leadership positions at Alcatel-Lucent, between 2005 and 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 Current Affiliations •Member, Board of Councilors for the Marshall School of Business at the University of Southern California •Director, Orbcomm, Inc. •Director, Calero-MDSL •Director, Veracity Verification Solutions LLC | | | |

  31. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Rajesh Kalathur Former President, John Deere Financial, and former Chief Information Officer, Deere & Company Age: 57 Independent Director since: February 2025 Board 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 most recently served as 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, which he joined in 1996, until his retirement in January 2026. Mr. Kalathur has nearly 30 years of experience across finance, information technology, operations, and sales and marketing functions, including previously serving as Chief Financial Officer of Deere & Company. Mr. Kalathur was previously Vice Chair of the Iowa Business Council. | | 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 | | | |

  32. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Grace D. Lieblein Former Vice President, Global Quality, General Motors Company Age: 65 Independent Director since: June 2017 Board Committees: •Audit Committee (June 2017–May 2021) •Compensation and Human Capital 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 Vice President, Global Quality of General Motors Company (GM), a multinational corporation that designs, manufactures, markets and distributes vehicles, from 2014 to 2015. Ms. Lieblein joined GM in 1978 and held a variety of leadership positions in engineering, supply chain management and international operations, including 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) Former Public Company Boards (Past 5 Years) •Southwest Airlines Co. (2016–2022) Other Current Affiliations •Director, Cox Enterprises, Inc. | | | |

  33. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Craig Macnab Former CEO and Chairman, National Retail Properties, Inc. Age: 70 Independent Director since: December 2014 Board Committees: •Compensation and Human Capital Committee (May 2018–May 2025; Chair, May 2019–May 2024) •Audit Committee (May 2025–present; 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 2004 until 2017 and as Chairman of the board from 2008 until 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 2000 to 2003. Mr. Macnab also previously served as a director of DDR Corp. and Eclipsys Corporation, and as a director 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) | | | |

  34. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Neville R. Ray Former President of Technology, T-Mobile US, Inc. Age: 63 Independent Director since: March 2024 Board Committees: •Compensation and Human Capital 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 2000, and from 2010 to 2019, served as its Chief Technology Officer. Prior to that, Mr. Ray served as Network Vice President for Pacific Bell Mobile Services. Mr. Ray has served as Chairperson of the Board of Governors of 5G Americas, as Vice Chairman of the CTIA, and as a member of the National Telecommunications and Information Administration’s Commerce Spectrum Management Advisory Committee and the Federal Communications Commission’s Communications Security, Reliability and Interoperability Council. Mr. Ray currently serves on the U.S. President’s National Security Telecommunications Advisory Committee. | | 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 Current Affiliations •Director, Opanga Networks, Inc. (2025–present) •Advisor, Ericsson (2026–present) •Advisor, Paradise Mobile (2024–present) •Advisor, Ciena (2023–present) | | | |

  35. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Pamela D. A. Reeve Former President and CEO, Lightbridge, Inc. Age: 76 Independent Director since: 2002; Chairperson since May 2020 Board Committees: •Lead Director (May 2004–May 2020) •Nominating and Corporate Governance Committee (May 2009–present; August 2002–February 2005) •Compensation and Human Capital 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 the Board 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 1989 to 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 Former Public Company Boards (Past 5 Years) •Frontier Communications Corporation (2010–2021) Other Current Affiliations •Chair of the Board, The Women’s Edge •Member of the Board, Boston Arts Academy Foundation | | | |

  36. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Eugene F. Reilly Former Vice Chairman, Prologis, Inc. Age: 65 Independent Director since: 2025 Board Committees: •Compensation and Human Capital Committee (August 2025–present) | 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. Reilly most recently served as the Vice Chairman of Prologis, Inc., and served as an advisor through April 2024. Mr. Reilly joined Prologis (then AMB Property Corporation) in 2003 and held several roles, including serving as Chief Investment Officer from 2019 to 2023 and Chief Executive of the Americas from 2011 to 2019. Mr. Reilly has 40 years of experience in real property investment, management and operations, including previously serving as Chief Investment Officer of Cabot Properties, Inc. Mr. Reilly previously served as a member of the technical committee of FIBRA Prologis and as a member of the board of directors and executive committee of the National Association of Industrial and Office Properties. | | Qualifications •Extensive leadership experience in global real estate investment, operations and management •Significant executive expertise overseeing large-scale business activities across the Americas •Deep background in investment strategy Other Public Company Boards •None Other Current Affiliations •Director, STO Building Group (2025–present) •Director, Cortex Building Intelligence, Inc. (2024–present) | | | |

  37. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    | | Bruce L. Tanner Former EVP and CFO, Lockheed Martin Corporation Age: 67 Independent Director since: September 2019 Board 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 2007 until 2019. He 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 2006 to 2007, and Vice President of Finance and Business Operations, Lockheed Martin Electronic Systems, from 2002 to 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) | | | |

  38. PROPOSAL 4 EQUITY PLAN: Approval of American Tower Corporation 2026 Equity Incentive Plan

    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 that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives. To promote full compliance with all applicable corporate governance standards and remain aligned with best practices, the Board has adopted corporate governance principles and procedures, which it reviews annually and amends as necessary. We also continually review guidance and interpretations provided by the SEC and the 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, 222 Berkeley Street, Boston, Massachusetts 02116, Attention: Investor Relations. Each committee charter, our Corporate Governance Guidelines and our Code of Conduct are reviewed annually.

  39. Board of Directors

    Board of Directors Our Board is committed to maintaining the authority and corporate governance practices necessary to independently oversee the Company’s business and strategic direction. This framework enables the Board to fulfill its responsibility to stockholders by overseeing the work of management and the Company’s business results, aligning the interests of Directors and management with those of stockholders, and supporting effective, responsive corporate governance focused on achieving the Company’s strategic objectives.

  40. 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.

  41. 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. |

  42. 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.

  43. 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. |

  44. 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.

  45. 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). |

  46. 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. |

  47. 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. |

  48. 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.

  49. 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 Committee, Compensation Committee and Nominating Committee—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 2025 fiscal year, our Board held four regular meetings and five special meetings. Each Director attended at least 75% of the aggregate number of meetings of our Board. Each Director also attended at least 75% of the committee meetings for the committees on which he or she served, with the exception of Ms. Clarke and Mr. Reilly, who attended 67% and 50%, respectively, of their committee meetings following their appointments to such committees in 2025, and were unable to attend all of the committee meetings due to prior commitments. All of our Director nominees serving on the Board as of the date of our 2025 Annual Meeting 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 2025 4 Regular meetings held by the Board 5 Special meetings held by the Board | | | At least 75% | | | of regular and special Board meetings attended by each current Director | | | 100% | | | of the Directors attended the 2025 Annual Meeting |

  50. 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, 2025, our standard compensatory arrangement with our non-management Directors included the following:

  51. 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 | | $150,000 | | | Committee Service | Chair(2) | Member | | | Audit Committee | $25,000 | $15,000 | | | Compensation Committee | $15,000 | $15,000 | | | Nominating Committee | $10,000 | $15,000 | |

  52. PROCESS OF SETTING DIRECTOR COMPENSATION

    (1)The Average Cash Compensation excludes $150,000 paid to the Chairperson of the Board. (2)Amount paid for Chair service is in addition to the amount paid for service as a committee member. On March 10, 2025, based on their performance in the prior year and expected future contributions to the Company, we granted each of the non-management Directors 1,056 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, 2025, other than Ms. JoAnn Reed, who did not stand for re-election at the 2025 Annual Meeting. Information regarding the compensation of Mr. Vondran may be found under “Executive Compensation Tables” beginning on page 63.

  53. Director Compensation for 2025

    Director Compensation for 2025

  54. Director Compensation for 2025

    | Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($)(1)(2) (c) | Total ($) (h) | | Kelly C. Chambliss | $115,000 | $225,002 | $340,002 | | Teresa H. Clarke | $115,000 | $225,002 | $340,002 | | Kenneth R. Frank | $140,000 | $225,002 | $365,002 | | Robert D. Hormats | $115,000 | $225,002 | $340,002 | | Rajesh Kalathur | $115,000 | $225,002 | $340,002 | | Grace D. Lieblein | $130,000 | $225,002 | $355,002 | | Craig Macnab | $115,000 | $225,002 | $340,002 | | Neville R. Ray | $115,000 | $225,002 | $340,002 | | Pamela D. A. Reeve | $265,000 | $225,002 | $490,002 | | Eugene F. Reilly(3) | $57,500 | $— | $57,500 | | Bruce L. Tanner | $140,000 | $225,002 | $365,002 |

  55. Director Compensation for 2025

    (1)The amount in column (c) reflects the aggregate grant date fair value of awards granted for the fiscal year ended December 31, 2025. 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 $213.07, the closing market price of shares of our Common Stock on the grant date, March 10, 2025. (2)No stock option awards were granted during the fiscal year ended December 31, 2025. As of December 31, 2025, each non-management Director who served on our Board during 2025 held the following shares of Common Stock underlying the RSU awards:

  56. Director Compensation for 2025

    | Name | Number of Unvested Shares Underlying RSU Award (#) | Market Value of Unvested Shares Underlying Unvested RSU Award ($)(i) | RSU Award Grant Date | | Kelly C. Chambliss | 1,056 | $185,402 | 3/10/2025 | | Teresa H. Clarke | 1,056 | $185,402 | 3/10/2025 | | Kenneth R. Frank | 1,056 | $185,402 | 3/10/2025 | | Robert D. Hormats | 1,056 | $185,402 | 3/10/2025 | | Rajesh Kalathur | 1,056 | $185,402 | 3/10/2025 | | Grace D. Lieblein | 1,056 | $185,402 | 3/10/2025 | | Craig Macnab | 1,056 | $185,402 | 3/10/2025 | | Neville R. Ray | 1,056 | $185,402 | 3/10/2025 | | Pamela D. A. Reeve | 1,056 | $185,402 | 3/10/2025 | | Eugene F. Reilly(3) | — | $— | — | | Bruce L. Tanner | 1,056 | $185,402 | 3/10/2025 |

  57. Director Compensation for 2025

    (i) The value of the unvested shares of Common Stock underlying the RSU award was calculated by multiplying the number of unvested shares of Common Stock by $175.57, the closing market price of shares of our Common Stock on December 31, 2025. (3)Mr. Reilly joined the Board and the Compensation Committee in August 2025 and received compensation for meetings thereafter, and did not receive a stock award in 2025.

  58. 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 2026 compensation for executives: •Beginning in 2026, relative TSR will represent 30% of the PSU awards granted under our long-term incentive award program. Detailed information about the TSR metric can be found beginning on page 57. |

  59. 2025 Compensation Summary

    | •Annual performance incentive program targets tie to outlook For 2025, our targets for the financial metrics, Total property revenue(1) (weighted 30%) and Adjusted EBITDA(2) (weighted 50%), were aligned with our outlook expectations disclosed to investors at the beginning of 2025. | •Updated 2025 Peer Group Following our annual comprehensive review, we updated our peer group for 2025 to remove NVIDIA. | | •Equity awards are largely performance-based For 2025, we continued to grant a mix of RSUs and PSUs, with 70% of our CEO’s and 60% of our other NEOs’ target value 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. | •Over 94% stockholder support for Say on Pay in 2025 Our stockholders have historically approved our say-on-pay proposal at a high rate, with over 94% of votes cast in favor of our executive compensation program at our 2025 Annual Meeting. |

  60. 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 designed to motivate our executives to achieve or exceed annual goals within appropriate risk parameters | Metrics: •80% of target award is tied to achieving pre-established Company financial goals: •Total property revenue, excluding pass-through revenue (30% of overall target award); and •Adjusted EBITDA (50% of overall target award). •20% of target award is tied to achieving pre-established individual performance goals. | 2025 Highlights: •In 2025, our NEOs received 114% of their target incentive award based on performance against these goals. •The Committee did not exercise discretion in determining final incentive award amounts following achievement of the financial and individual goals. •See page 52 for more information. |

  61. 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 2025 PSUs is determined by achieving pre-established goals, each over a three-year performance period: •Cumulative Attributable AFFO per Share (50%); •Average ROIC(1) (30%); and •Relative total shareholder return (TSR)(2) (20%). •RSUs are time-based (vesting 1/3rd annually over three years) and function as a long-term retention tool. | 2025 Highlights: •In 2025, our NEOs earned 157% of their 2023 PSUs based on achievement of cumulative Attributable AFFO per Share(2) of $31.17 and average ROIC(2) of 9.3%. •See page 55 for more information. |

  62. 2025 Performance Metrics

    2025 Performance Metrics

  63. Compensation Determination Process

    Compensation Determination Process For the annual performance and long-term incentive programs, the Committee oversees a rigorous and comprehensive goal-setting process. The Committee uses performance measures in the annual performance and long-term incentive programs that (i) align with the Company’s strategy, operating principles and priorities, and stockholder interests, (ii) support the achievement of Company and individual goals and (iii) reflect the Company’s overall performance.

  64. Financial Metrics

    Financial Metrics 80% of our NEOs’ annual performance incentive awards and 100% of the PSU component of the long-term incentive awards are tied to achieving pre-established financial metrics. The following tables demonstrate the 10-year financial performance of the metrics used to determine annual performance incentive awards and PSU awards in 2025.

  65. Financial Metrics

    | ANNUAL PERFORMANCE INCENTIVE PROGRAM METRICS | | | Total Property Revenue Excluding Pass-Through(1) | Adjusted EBITDA(1) | | \ | | | PSU AWARD METRICS(2) | | | Attributable AFFO Per Share | ROIC(1) | | | | | Year End Stock Price | | | | (1)2024 for Total 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. (2)Beginning with PSUs granted in 2024, achievement will also be based on Relative TSR. |

  66. Significant Changes to Our Long-Term Incentive Program Over the Years(1)

    Significant Changes to Our Long-Term Incentive Program Over the Years(1) Our long-term incentive program has evolved over time to reflect changes in the Company’s business strategy and performance priorities. We have periodically refined the mix of equity vehicles and performance metrics to better align executive incentives with long-term stockholder value creation.

  67. Significant Changes to Our Long-Term Incentive Program Over the Years(1)

    | | PRE - 2015 | | •Long-term incentive compensation consisted of (i) stock options with four-year vesting period (50% of target award) and (ii) time-based RSUs with a four-year vesting period (50% of target award) | | | | 2015 | | •Introduced PSUs to the long-term incentive program: Long-term incentive compensation now consisted of (i) stock options with a four-year vesting period (50% of target award), (ii) time-based RSUs with a four-year vesting period (25% of target award) and (iii) PSUs with three consecutive one-year performance periods, based on the performance metric Consolidated AFFO per Share(2) (25% of target award) | | | | 2016 | | •Eliminated stock options from long-term incentive compensation mix and increased allocation of PSUs: Program consisted of (i) PSUs with a three-year performance period (60% of target award) and (ii) RSUs with a four-year vesting period (40% of target award) •Added ROIC as a performance metric under the PSUs, with the PSUs now measured as follows: ROIC (weighted at 30%) and Consolidated AFFO per Share (weighted at 70%) | | | | 2019 | | •Changed allocation of equity awards to be 70% PSUs and 30% RSUs for the CEO, while the allocation for the other NEOs remained at 60% PSUs and 40% RSUs | | | | 2022 | | •Changed the Consolidated AFFO per Share performance metric under the PSUs to Attributable AFFO per Share, to reflect recent changes to our capital structure, including minority interests | | | | 2023 | | •Changed vesting period of time-based RSU grants to three years | | | | 2024 | | •Added relative TSR as a performance metric under the PSUs, with the PSUs now measured as follows: Relative TSR (weighted at 20%); Attributable AFFO per Share (weighted at 50%) and ROIC (weighted at 30%), each over a three-year performance period | | | | 2026 UPDATES | | •In an effort to further align executive pay with stockholder returns, the Committee increased the weighting of Relative TSR under the PSUs, resulting in the following: Relative TSR (weighted at 30%); Attributable AFFO per Share (weighted at 40%) and ROIC (weighted at 30%), each over a three-year performance period | |

  68. Significant Changes to Our Long-Term Incentive Program Over the Years(1)

    (1)These changes were implemented on a go‑forward basis only and did not apply to, or result in, any modification of outstanding awards. (2)Consolidated 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.

  69. 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 |

  70. 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 that the executive compensation program supports the attraction and retention of highly qualified leaders. The Committee assesses market conditions annually through a review of peer group compensation data, compiled by the Committee’s independent compensation consultant. Due to the unique nature of our business, including its 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, companies with comparable operational scale and global complexity 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, NVIDIA Corporation was removed from the peer group used for developing pay decisions in 2025 due to its increased growth rate and market capitalization over the past few years. Our 2025 peer group consisted of the following 22 companies:

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

    | Peer Group for 2025 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. •Prologis, Inc. •Public Storage •Salesforce, Inc. •SBA Communications Corporation •Simon Property Group, Inc. •Texas Instruments Incorporated •Ventas, Inc. •Welltower Inc. |

  72. 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, 2025 sourced from S&P Capital IQ. Our total revenue and our market capitalization are at or around the peer group median, which is attributable to the quality of our business model and sustained growth of the business that has created value for our stockholders over the long term. Use of Broad Market Data. In addition to data from our peer group, the Committee reviews third-party industry survey data as a general indicator of relevant market conditions and pay practices. The Committee reviews market data at the 25th, 50th and 75th percentiles from a custom peer group and the S&P 250. 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 over the past several decades, 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 2025 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.

  73. 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 should be established based on size and complexity of role and 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. | |

  74. 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. |

  75. COMPENSATION DETERMINATIONS FOR 2025

    COMPENSATION DETERMINATIONS FOR 2025 Below we discuss the Committee’s key compensation decisions for 2025, 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 58). 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 2025 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.

  76. 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 2025, the Committee increased the base salary for Mr. Noel based on his new role as Executive Vice President and Chief Operating Officer, taking into account the scope of his responsibilities, market data for comparable roles and internal pay alignment. The Committee did not approve any increases to the base salaries for the other NEOs given market conditions, advice from our independent compensation consultant and the Committee’s determination that the base salaries remained competitive.

  77. 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. In establishing the incentive program metrics, the Committee sought to set appropriately challenging threshold and maximum performance levels for revenue and Adjusted EBITDA, designed to require meaningful performance for any payout and exceptional performance to achieve maximum payout, consistent with the Committee’s emphasis on rigorous financial goal-setting. 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 2025, the Committee did not approve any increases to the target awards for any of the NEOs given market conditions, advice from our independent compensation consultant and the Committee’s determination that the target award opportunities remained competitive.

  78. Financial Goals and Performance

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

  79. 2025 Company Financial Goals ($ in Billions)

    | Metrics | Weighting | 2024 Results(1) | 2025 Target Increase Versus 2024 Results | Below Threshold 0% | Threshold 50% | Target(2) 100% | Maximum 200% | 2025 Results(3) | | Total Property Revenue, excluding pass through revenue | 30% | $8.902 | 3.7% | | | | | $9.224 | | Adjusted EBITDA | 50% | $6.812 | 4.2% | | | | | $7.130 |

  80. Incentive Award Targets and Payouts (2024 and 2025)

    Incentive Award Targets and Payouts (2024 and 2025)

  81. Incentive Award Targets and Payouts (2024 and 2025)

    | | Target Annual Incentive Awards | | | Actual Annual Incentive Awards | | | Name | Year | Target Incentive Award (%) | Amount ($) | % Achievement of Target Incentive Award | Amount ($) | | Steven O. Vondran | 2024 | 200% | $2,000,000 | 118% | $2,360,000 | | | 2025 | 200% | $2,000,000 | 114% | $2,280,000 | | Rodney M. Smith | 2024 | 125% | $825,000 | 118% | $973,500 | | | 2025 | 125% | $825,000 | 114% | $940,500 | | Olivier Puech | 2024 | 125% | $800,426 | 118% | $944,503 | | | 2025 | 125% | $800,426 | 114% | $912,486 | | Ruth T. Dowling | 2024 | 125% | $775,000 | 118% | $914,500 | | | 2025 | 125% | $775,000 | 114% | $883,500 | | Eugene M. Noel(1) | 2024 | —% | $— | —% | $— | | | 2025 | 125% | $787,500 | 114% | $897,750 |

  82. Incentive Award Targets and Payouts (2024 and 2025)

    (1)Mr. Noel was not a NEO prior to the 2025 fiscal year, and accordingly, compensation information in 2024 is not provided.

  83. Long-term Incentive Program

    Long-term Incentive Program

  84. Our Approach for 2025

    Our Approach for 2025 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, 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 may 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 2025, 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 10, 2025.

  85. Long-Term Incentive Award Allocation

    Long-Term Incentive Award Allocation

  86. Long-Term Incentive Award Allocation

    | CEO | Other NEOs | | | |

  87. Long-Term Incentive Award Allocation

    The following table sets forth the target value of equity awards granted to the NEOs in 2025. For 2025, the Committee made adjustments to the target values of the equity awards for Messrs. Vondran and Puech and Ms. Dowling 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.

  88. Description of 2025 Equity Awards and Results of 2023 PSU Award

    Description of 2025 Equity Awards and Results of 2023 PSU Award

  89. 2025 RSUs

    2025 RSUs Consistent with all RSUs granted beginning March 10, 2023, each 2025 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 2025 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.

  90. 2025 PSUs

    2025 PSUs Each 2025 PSU grant is earned over a three-year performance period (January 1, 2025 to December 31, 2027), to the extent achieved performance meets the performance goals set at the beginning of the performance period. The performance goals for the 2025 PSUs are set with respect to cumulative Attributable AFFO per Share and average ROIC, 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 2025 equity grant, PSUs represented 70% of the CEO’s target grant date award value and 60% of each of the other NEOs’ 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 is widely used in the telecommunications real estate sector and we believe represents the underlying performance of our property assets. ROIC encourages management to focus on earning adequate returns on invested capital over a sustained period. Relative TSR measures cumulative value to stockholders through stock price appreciation and dividends, and the inclusion of this metric aims to align incentive compensation with stockholder returns and value creation. Relative TSR compares our TSR percentile ranking at the end of the applicable three-year performance period (such performance period for the 2025 PSU Awards being January 1, 2025 to December 31, 2027) 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 greater than or equal to the 35th percentile), 100% (relative TSR that is greater than or equal to the 55th percentile), and up to a maximum of 200% (relative TSR that is equal to or above the 70th percentile). Additionally, payouts of the portion of the award amount relating to this metric will be capped at 100% if the Company’s absolute TSR is negative for the three-year performance period.

  91. 2023 PSUs

    2023 PSUs For the PSU awards granted in March 2023, which were earned over a three-year performance period of January 1, 2023 to December 31, 2025 (2023 PSU Award), the Committee set the following three-year target performance goals with respect to cumulative Attributable AFFO per Share (weighted at 70%) and average ROIC (weighted at 30%): (i) $28.87 and (ii) 8.7%, respectively. The cumulative Attributable AFFO per Share target was adjusted for material divestitures, including our sale of ATC TIPL, and both targets were adjusted for deviations in collections from one of our former customers in India (prior to the ATC TIPL Transaction), Vodafone Idea Limited, due to uncertainty surrounding such customer. In February 2026, the Committee determined that the Company achieved cumulative Attributable AFFO per Share and average ROIC of (i) $31.17 and (ii) 9.3%, respectively, for the three-year performance period ending on December 31, 2025, resulting in payouts at 153% and 166%, respectively, of the target performance goals for the performance measures, resulting in a total 157% of target payout.

  92. 2023 PSUs

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

  93. 2023 PSUs

    Based on achieved performance, the table below shows the number of 2023 PSU shares earned by each eligible NEO.

  94. 2023 PSUs

    | Name | 2023 PSU Award Granted | % of Target 2023 PSU Award Earned | Total Number of PSU Shares Earned | | Steven O. Vondran(1) | 15,685 | 157% | 24,626 | | Rodney M. Smith | 13,646 | 157% | 21,425 | | Olivier Puech | 15,685 | 157% | 24,626 | | Ruth T. Dowling | 7,059 | 157% | 11,083 | | Eugene M. Noel(2) | — | — | — |

  95. 2023 PSUs

    (1)Mr. Vondran’s 2023 PSU Award reflects his previous role as Executive Vice President and President, U.S. Tower Division from January 1, 2023 until November 1, 2023. (2)Mr. Noel was appointed to the role of Executive Vice President and President, U.S. Tower Division, effective November 1, 2023, and was not eligible to receive a 2023 PSU Award.

  96. 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 2025, 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 2025, 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.

  97. 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 69.

  98. 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 2025, 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.

  99. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  100. 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 President and CEO | 2025 | $1,000,000 | $11,528,748 | $2,280,000 | $45,757 | $14,854,505 | | | 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 | | Rodney M. Smith Executive Vice President, Chief Financial Officer and Treasurer | 2025 | $660,000 | $4,685,375 | $940,500 | $46,786 | $6,332,661 | | | 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 | | Olivier Puech Executive Vice President and President, International | 2025 | $640,341 | $4,685,375 | $912,486 | $256,200 | $6,494,402 | | | 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 | | Ruth T. Dowling(4) Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | 2025 | $620,000 | $3,332,110 | $883,500 | $44,466 | $4,880,076 | | | 2024 | $620,000 | $3,016,653 | $914,500 | $33,628 | $4,584,781 | | | 2023 | $— | $— | $— | $— | $— | | Eugene M. Noel(5) Executive Vice President and Chief Operating Officer | 2025 | $628,269 | $3,123,559 | $897,750 | $55,250 | $4,704,828 | | | 2024 | $— | $— | $— | $— | $— | | | 2023 | $— | $— | $— | $— | $— |

  101. 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 ($213.07). For the component of the PSUs subject to a market condition, the grant date fair value ($286.21) 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:

  102. SUMMARY COMPENSATION TABLE

    | Name | Granted in 2025 | Granted in 2024 | Granted in 2023 | | Steven O. Vondran | $16,457,440 | $14,127,036 | $6,000,140 | | Rodney M. Smith | $5,770,720 | $5,449,206 | $5,220,141 | | Olivier Puech | $5,770,720 | $6,054,624 | $6,000,140 | | Ruth T. Dowling(4) | $4,103,970 | $3,632,938 | $— | | Eugene M. Noel(5) | $3,847,098 | $— | $— |

  103. SUMMARY COMPENSATION TABLE

    (2)The amounts in column (g) reflect, for the year ended December 31, 2025, cash payments made in 2026 with respect to annual performance incentive awards for services performed in 2025; for the year ended December 31, 2024, cash payments made in 2025 with respect to annual performance incentive awards for services performed in 2024; and for the year ended December 31, 2023, cash payments made in 2024 with respect to annual performance incentive awards for services performed in 2023. (3)Details about the amounts in column (i) for 2025 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.

  104. SUMMARY COMPENSATION TABLE

    | Name | Retirement Match(i) | Car Expenses(ii) | Tax Reimbursements | Other(iii) | Total | | Steven O. Vondran | $17,500 | $15,920 | $2,837 | $9,500 | $45,757 | | Rodney M. Smith | $19,337 | $16,014 | $2,935 | $8,500 | $46,786 | | Olivier Puech | $17,500 | $13,200 | $— | $225,500 | $256,200 | | Ruth T. Dowling | $17,500 | $15,920 | $2,546 | $8,500 | $44,466 | | Eugene M. Noel | $17,500 | $15,550 | $2,200 | $20,000 | $55,250 |

  105. SUMMARY COMPENSATION TABLE

    (i)Includes matching contributions pursuant to our 401(k) plan. Mr. Smith’s amount reflects a true-up received in 2025. (ii)Executive officers in the U.S. are entitled to an annual car allowance of up to $13,200. With the exception of Mr. Puech, these amounts also reflect reimbursement for parking expenses at our corporate office in Boston, which is a benefit we offer to a number of our employees who work in that office. (iii)For Messrs. Vondran, Smith and Noel and Ms. Dowling, reflects payments made by the Company for the executive officers’, and for Messrs. Vondran and Noel, including for their family members’, benefit for personal privacy and security services. For Mr. Puech, reflects payments made by the Company for Mr. Puech’s benefit for outside board of directors placement services. (4)Ms. Dowling was not a NEO prior to the 2024 fiscal year, and accordingly, compensation information in 2023 is not provided. (5)Mr. Noel was not a NEO prior to the 2025 fiscal year, and accordingly, compensation information in prior years is not provided. Mr. Noel was appointed to the role of Executive Vice President and Chief Operating Officer, effective January 13, 2025. Mr. Noel’s 2025 compensation reflects a blended salary amount received for his service for his current role and his prior role in 2025 as Executive Vice President and President, U.S. Tower Division.

  106. GRANTS OF PLAN-BASED AWARDS FOR 2025

    GRANTS OF PLAN-BASED AWARDS FOR 2025 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, 2025.

  107. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | 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 | 3/10/2025 | 2/27/2025 | | | | | | | 15,488 | $3,300,028 | | PSUs | 3/10/2025 | 2/27/2025 | | | | 18,070 | 36,139 | 72,278 | | $8,228,720 | | Rodney M. Smith | | | | | | | | | | | | Annual incentive awards | | | $412,500 | $825,000 | $1,650,000 | | | | | | | RSUs | 3/10/2025 | 2/27/2025 | | | | | | | 8,448 | $1,800,015 | | PSUs | 3/10/2025 | 2/27/2025 | | | | 6,336 | 12,672 | 25,344 | | $2,885,360 | | Olivier Puech | | | | | | | | | | | | Annual incentive awards | | | $400,213 | $800,426 | $1,600,852 | | | | | | | RSUs | 3/10/2025 | 2/27/2025 | | | | | | | 8,448 | $1,800,015 | | PSUs | 3/10/2025 | 2/27/2025 | | | | 6,336 | 12,672 | 25,344 | | $2,885,360 | | Ruth T. Dowling | | | | | | | | | | | | Annual incentive awards | | | $387,500 | $775,000 | $1,550,000 | | | | | | | RSUs | 3/10/2025 | 2/27/2025 | | | | | | | 6,008 | $1,280,125 | | PSUs | 3/10/2025 | 2/27/2025 | | | | 4,506 | 9,012 | 18,024 | | $2,051,985 | | Eugene M. Noel | | | | | | | | | | | | Annual incentive awards | | | $393,750 | $787,500 | $1,575,000 | | | | | | | RSUs | 3/10/2025 | 2/27/2025 | | | | | | | 5,632 | $1,200,010 | | PSUs | 3/10/2025 | 2/27/2025 | | | | 4,224 | 8,448 | 16,896 | | $1,923,549 |

  108. GRANTS OF PLAN-BASED AWARDS FOR 2025

    (1)For 2025, the bonus target for Mr. Vondran was 200% of base salary and for each of Messrs. Smith, Puech and Noel 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 columns (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 2025—Annual Performance Incentive Program” in our "Compensation Discussion and Analysis" included in this Proxy Statement beginning on page 52. (2)PSUs granted under the 2007 Equity Incentive Plan. The amounts in columns (f), (g) and (h) are based on 50%, 100% and 200% of the target number of PSUs, respectively. (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, 2026, in connection with annual performance reviews and the Company’s annual employee equity grant, we awarded Messrs. Vondran, Smith and Noel and Ms. Dowling RSUs and PSUs pursuant to the 2007 Equity Incentive Plan in the amounts set forth below based on their performance for 2025 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. Puech did not receive a grant in 2026 due to his retirement from the Company, effective January 2, 2026.

  109. GRANTS OF PLAN-BASED AWARDS FOR 2025

    | Name | RSUs(i) | PSUs(i) | Grant Date Fair Value Per Share(ii) | | Steven O. Vondran | $3,900,000 | $9,100,000 | $186.12 | | Rodney M. Smith | $1,960,000 | $2,940,000 | $186.12 | | Olivier Puech | $— | $— | N/A | | Ruth T. Dowling | $1,280,000 | $1,920,000 | $186.12 | | Eugene M. Noel | $1,520,000 | $2,280,000 | $186.12 |

  110. GRANTS OF PLAN-BASED AWARDS FOR 2025

    (i)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. (ii)Grant date fair value reflects the the closing market price of shares of our Common Stock on the grant date, March 10, 2026 ($186.12). For the component of the PSUs subject to a market condition, the grant date fair value ($211.01) was determined using a Monte Carlo simulation model. (4)The amounts in column (l) reflect the grant date fair value of the stock awards granted during the fiscal year ended December 31, 2025. 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 10, 2025 ($213.07). For the component of the PSUs subject to a market condition, the grant date fair value ($286.21) was determined using a Monte Carlo simulation model. All PSUs are valued assuming the target number of shares in column (g).

  111. 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 2025, 2024 and 2023, 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 2025” in the “Compensation Discussion and Analysis” included in this Proxy Statement beginning on page 51.

  112. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025 The following table sets forth information relating to stock options, RSUs and PSUs outstanding as of December 31, 2025 that were granted to our NEOs pursuant to the 2007 Equity Incentive Plan.

  113. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | | 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 | — | — | $— | — | $— | | | — | — | — | — | 3/10/2022 | 1,976 | $346,926 | — | $— | | | — | — | — | — | 3/10/2023 | 3,485 | $611,861 | — | $— | | | — | — | — | — | 3/11/2024 | 9,674 | $1,698,464 | — | $— | | | — | — | — | — | 3/10/2025 | 15,488 | $2,719,228 | — | $— | | | — | — | — | — | 3/10/2023 | 24,626 | $4,323,587 | — | $— | | | — | — | — | — | 3/11/2024 | — | $— | 16,929 | $2,972,225 | | | — | — | — | — | 3/10/2025 | — | $— | 18,070 | $3,172,550 | | Rodney M. Smith | 34,341 | — | $94.71 | 03/10/2026 | — | — | $— | — | $— | | | — | — | — | — | 3/10/2022 | 1,546 | $271,431 | — | $— | | | — | — | — | — | 3/10/2023 | 3,032 | $532,328 | — | $— | | | — | — | — | — | 3/11/2024 | 5,804 | $1,019,008 | — | $— | | | — | — | — | — | 3/10/2025 | 8,448 | $1,483,215 | — | $— | | | — | — | — | — | 3/10/2023 | 21,425 | $3,761,587 | — | $— | | | — | — | — | — | 3/11/2024 | — | $— | 6,530 | $1,146,472 | | | — | — | — | — | 3/10/2025 | — | $— | 6,336 | $1,112,412 | | Olivier Puech | — | — | — | — | 3/10/2022 | 1,976 | $346,926 | — | $— | | | — | — | — | — | 3/10/2023 | 3,485 | $611,861 | — | $— | | | — | — | — | — | 3/11/2024 | 6,449 | $1,132,251 | — | $— | | | — | — | — | — | 3/10/2025 | 8,448 | $1,483,215 | — | $— | | | — | — | — | — | 3/10/2023 | 24,626 | $4,323,587 | — | $— | | | — | — | — | — | 3/11/2024 | — | $— | 7,256 | $1,273,936 | | | — | — | — | — | 3/10/2025 | — | $— | 6,336 | $1,112,412 | | Ruth T. Dowling | — | — | — | — | 3/10/2022 | 859 | $150,815 | — | $— | | | — | — | — | — | 3/10/2023 | 1,568 | $275,294 | — | $— | | | — | — | — | — | 3/11/2024 | 3,870 | $679,456 | — | $— | | | — | — | — | — | 3/10/2025 | 6,008 | $1,054,825 | — | $— | | | — | — | — | — | 3/10/2023 | 11,083 | $1,945,842 | — | $— | | | — | — | — | — | 3/11/2024 | — | $— | 4,354 | $764,432 | | | — | — | — | — | 3/10/2025 | — | $— | 4,506 | $791,118 | | Eugene M. Noel | 41,209 | — | $94.71 | 3/10/2026 | — | — | $— | — | $— | | | — | — | — | — | 3/10/2022 | 1,611 | $282,843 | — | $— | | | — | — | — | — | 3/10/2023 | 2,239 | $393,101 | — | $— | | | — | — | — | — | 3/11/2024 | 3,224 | $566,038 | — | $— | | | — | — | — | — | 3/10/2025 | 5,632 | $988,810 | — | $— | | | — | — | — | — | 3/11/2024 | — | $— | 3,628 | $636,968 | | | — | — | — | — | 3/10/2025 | — | $— | 4,224 | $741,608 |

  114. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    (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 $175.57, which was the closing price of our Common Stock on the NYSE on December 31, 2025. PSU awards granted in 2023 are reflected at a 157% payout performance level, and the PSU awards granted in 2024 and 2025 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, 2026, the 2023 PSU Awards vested. The following table sets forth the vested amounts of such PSU awards before shares being withheld by the Company to cover any taxes due.

  115. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    | Name | PSUs | | Steven O. Vondran(i) | 24,626 | | Rodney M. Smith | 21,425 | | Olivier Puech | 24,626 | | Ruth T. Dowling | 11,083 | | Eugene M. Noel(ii) | — |

  116. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2025

    (i)Mr. Vondran’s 2023 PSU Award reflects his prior role as Executive Vice President and President, U.S. Tower Division. (ii)Mr. Noel was appointed to the role of Executive Vice President and President, U.S. Tower Division, effective November 1, 2023, and was not eligible to receive a 2023 PSU Award.

  117. OPTION EXERCISES AND STOCK VESTED FOR 2025

    OPTION EXERCISES AND STOCK VESTED FOR 2025 The following table sets forth information relating to options exercised and RSUs and PSUs vested during the year ended December 31, 2025 for each NEO.

  118. OPTION EXERCISES AND STOCK VESTED FOR 2025

    | | 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 | — | $— | 28,359 | $6,026,538 | | Rodney M. Smith | 33,135 | $3,163,067 | 21,599 | $4,592,548 | | Olivier Puech | — | $— | 26,747 | $5,688,373 | | Ruth T. Dowling | — | $— | 5,411 | $1,143,968 | | Eugene M. Noel | — | $— | 6,687 | $1,419,492 |

  119. OPTION EXERCISES AND STOCK VESTED FOR 2025

    (1)Column (c) reflects the excess of the market price of the underlying securities at exercise over the exercise price. (2)Column (e) reflects the market value of RSU and PSU awards using stock prices of $213.07, $209.78 and $193.32, 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. Our NEOs are eligible for benefits under the terms of our severance program and applicable equity award agreements (collectively, the Severance Program). The table below, “Potential Payments Upon Termination or Change of Control for 2025,” 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, 2025, 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 acceleration of vesting of certain 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. •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, which are paid within 60 days of the scheduled vesting date. 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 Compensation 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.

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2025

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2025 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, 2025. While our executive officers are entitled to certain severance benefits upon a Qualifying Termination pursuant to the terms of the Severance Program, 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.

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2025

    | Name and Type of Payment/Benefit | Termination on 12/31/2025: “for Cause” | Termination on 12/31/2025: upon death, disability or retirement(1) | Qualifying Termination on 12/31/2025: with no Change of Control | Qualifying Termination on 12/31/2025: with Change of Control | | Steven O. Vondran | | | | | | Base salary(2) | $— | $— | $2,000,000 | $2,000,000 | | Annual incentive awards(3) | $— | $— | $2,000,000 | $2,000,000 | | Value of accelerated equity awards(4)(5)(6)) | $— | $21,989,440 | $21,989,440 | $21,989,440 | | Health benefits(7) | $— | $— | $41,903 | $41,903 | | Total | $— | $21,989,440 | $26,031,343 | $26,031,343 | | Rodney M. Smith | | | | | | Base salary(2) | $— | $— | $990,000 | $990,000 | | Annual incentive awards(3) | $— | $— | $825,000 | $825,000 | | Value of accelerated equity awards(4)(5)(6) | $— | $11,585,338 | $11,585,338 | $11,585,338 | | Health benefits(7) | $— | $— | $43,213 | $43,213 | | Total | $— | $11,585,338 | $13,443,551 | $13,443,551 | | Olivier Puech | | | | | | Base salary(2) | $— | $— | $960,512 | $960,512 | | Annual incentive awards(3) | $— | $— | $800,426 | $800,426 | | Value of accelerated equity awards(4)(5)(6) | $— | $12,670,360 | $12,670,360 | $12,670,360 | | Health benefits(7) | $— | $— | $43,213 | $43,213 | | Total | $— | $12,670,360 | $14,474,511 | $14,474,511 | | Ruth T. Dowling | | | | | | Base salary(2) | $— | $— | $930,000 | $930,000 | | Annual incentive awards(3) | $— | $— | $775,000 | $775,000 | | Value of accelerated equity awards(4)(5)(6) | $— | $7,217,156 | $7,217,156 | $7,217,156 | | Health benefits(7) | $— | $— | $43,213 | $43,213 | | Total | $— | $7,217,156 | $8,965,369 | $8,965,369 | | Eugene M. Noel | | | | | | Base salary(2) | $— | $— | $945,000 | $945,000 | | Annual incentive awards(3) | $— | $— | $787,500 | $787,500 | | Value of accelerated equity awards(4)(5)(6) | $— | $4,987,944 | $4,987,944 | $4,987,944 | | Health benefits(7) | $— | $— | $43,213 | $43,213 | | Total | $— | $4,987,944 | $6,763,657 | $6,763,657 |

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL FOR 2025

    (1)Awards are accelerated in full only if the Qualified Retirement occurs after the date that is six months from the date of grant of such award, and upon successful completion of a transition plan with the Company. Awards granted within the six month time period are cancelled. If a transition plan is not entered into, or is not successfully completed, acceleration will be prorated pursuant to the terms of the Severance Program. (2)For Mr. Vondran, the amount reflects salary continuation for 104 weeks, based on Mr. Vondran’s base salary as of December 31, 2025. For Messrs. Smith, Puech and Noel and Ms. Dowling, the amount reflects salary continuation for 78 weeks, based on base salary as of December 31, 2025. The Severance Program specifies that continuation of salary is to be paid bi-weekly. (3)This amount reflects an incentive award opportunity with respect to a full year of service for the year ended December 31, 2025 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, 2025, the bonus target was 200% of base salary for Mr. Vondran and was 125% of base salary for Messrs. Smith, Puech and Noel and Ms. Dowling. (4)Value of RSUs and PSUs is determined using the closing market price of $175.57 of our Common Stock on December 31, 2025. (5)As of December 31, 2025, under the Severance Program, each executive officer is entitled to acceleration of vesting of certain 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. (6)In addition to the acceleration of vesting of certain outstanding equity-based awards upon a Qualifying Termination in connection with a Change of Control under the Severance Program (as described above), equity-based awards that were granted after January 1, 2013 will vest upon their Qualifying Retirement, death or permanent disability, 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 assume successful completion of a transition plan and reflect full payout of PSUs at target. NEOs are not entitled to accelerated vesting of equity-based awards upon a voluntary termination other than as described in this Footnote 6. (7)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, Puech and Noel 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. All amounts are estimates based on current rates and benefits elections made by each executive officer for the year ended December 31, 2025.

  123. CEO Pay Ratio

    CEO Pay Ratio

  124. 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 2025, 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 $90,534; and •The annual total compensation of our CEO was $14,854,505. Based on this information, for 2025 the ratio of the annual total compensation of Mr. Vondran, our CEO, to the median employee was estimated to be approximately 164 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.

  125. 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 in 2024. Accordingly, for the 2024 pay ratio calculation, we identified a new median employee. No such change occurred in 2025; therefore, for the 2025 pay ratio calculation, we used the same median employee identified in our 2024 analysis of the employee population. 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 2025, 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 2025 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, 2025 to Company performance:

  126. CEO PAY RATIO METHODOLOGY

    | •Property Revenue, excluding pass-through revenue | | •Adjusted EBITDA | | •Attributable AFFO per Share | | •ROIC |

  127. CEO PAY RATIO METHODOLOGY

    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.

  128. Pay Versus Performance Table

    Pay Versus Performance Table

  129. 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 ($) (i) | | Year (a) | Summary Compensation Table Total for PEO(1) ($) (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 | | | | | | | | 2025 | $14,854,505 | N/A | $12,726,064 | N/A | $5,602,992 | $4,975,350 | $90.61 | $126.71 | $2,629 | $10.76 | | 2024 | $1,180,670 | $13,426,944 | $(4,286,218) | $9,983,934 | $5,740,405 | $3,885,817 | $91.47 | $123.90 | $2,280 | $10.54 | | 2023 | $19,709,245 | N/A | $21,275,411 | N/A | $6,329,634 | $6,804,693 | $104.12 | $118.09 | $1,367 | $9.87 | | 2022 | $18,306,709 | N/A | $7,107,859 | N/A | $6,533,531 | $2,404,100 | $98.83 | $106.05 | $1,697 | $9.76 | | 2021 | $16,114,574 | N/A | $25,716,706 | N/A | $6,009,705 | $9,674,287 | $132.89 | $141.30 | $2,568 | $9.43 |

  130. Pay Versus Performance Table

    (1)For 2025, the principal executive officer (PEO) was Steven O. Vondran and the other NEOs were Rodney M. Smith, Olivier Puech, Ruth T. Dowling and Eugene M. Noel. For 2024, the first 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 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. (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 2025 (a summary of adjustments made for 2020–2022 is included in our proxy statement for our 2023 Annual Meeting, a summary of adjustments made for 2023 is included in our proxy statement for our 2024 Annual Meeting and a summary of adjustments made for 2024 is included in our proxy statement for our 2025 Annual Meeting):

  131. Pay Versus Performance Table

    | | 2025 | | | Adjustments for Stock and Option Awards | PEO | Other NEOs(i) | | Summary Compensation Table Total | $14,854,505 | $5,602,992 | | (Minus): “Stock Awards” amount in Summary Compensation Total(ii) | $(11,528,748) | $(3,956,605) | | Plus: Fair value at year end of awards granted during the covered fiscal year that are outstanding and unvested at year end(iii) | $9,183,615 | $3,166,661 | | 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) | $(608,522) | $(277,285) | | 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) | $825,214 | $439,587 | | Compensation Actually Paid (as calculated) | $12,726,064 | $4,975,350 |

  132. Pay Versus Performance Table

    (i)Amounts presented are averages for the entire group of other NEOs. (ii)Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards (at target) by $213.07, the closing market price of shares of our Common Stock on the grant date, March 10, 2025. For the component of the PSUs granted in 2025 (2025 PSUs) that are subject to a market condition, calculated by multiplying the number of shares of Common Stock underlying the 2025 PSUs (at target) by $286.21, the fair value on the grant date, March 10, 2025, determined using a Monte Carlo simulation model. (iii)Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards (at target) by $175.57, the closing market price of shares of our Common Stock on December 31, 2025. For the component of the 2025 PSUs that are subject to a market condition, calculated by multiplying the number of shares of Common Stock underlying the 2025 PSUs (at target) by $192.10, the fair value on December 31, 2025, determined using a Monte Carlo simulation model. (iv)Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards by the difference of $175.57, the closing market price of shares of our Common Stock on December 31, 2025, and $183.41, the closing market price of shares of our Common Stock on December 31, 2024. For the component of the PSUs granted in 2024 (2024 PSUs) that are subject to a market condition, calculated by multiplying the number of shares of Common Stock underlying the PSU awards by the difference of $84.20, the fair value of the 2024 PSUs on December 31, 2025, and $96.67, the fair value of the 2024 PSUs on December 31, 2024, both determined using a Monte Carlo simulation model. For 2025, PSU awards granted in 2024 are calculated based on the target award amounts and PSU awards granted in 2023 are calculated based on a 157% payout performance level. (v)Calculated by multiplying the number of shares of Common Stock underlying the RSU and PSU awards by the difference of the closing market price of shares of our Common Stock on the vesting dates and $183.41, the closing market price of shares of our Common Stock on December 31, 2024. (3)Peer Group TSR consists of the FTSE Nareit All Equity REITs Index.

  133. 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

  134. Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs Versus Attributable AFFO Per Share

    Compensation Actually Paid to PEO and Average Compensation Actually Paid to Non-PEO NEOs Versus Attributable AFFO Per Share