DEF 14A of ATN International, Inc., Apr 29, 2024

DEF 14A of ATN International, Inc.

Filed Apr 29, 2024 · FY20230001104659-24-053871

Open on EDGAR

  1. TO BE HELD June 18, 2024

    | | Page | | Option Exercises and Stock Vested in 2023 | 42 | | Securities Authorized for Issuance Under Equity Compensation Plans | 42 | | Non-Qualified Deferred Compensation Plan Transactions in 2023 | 43 | | Potential Payments Upon Termination or Change of Control | 43 | | Pay Ratio Disclosure | 44 | | Pay Versus Performance Table | 46 | | Tabular List of Important Financial Measures | 47 | | DIRECTOR COMPENSATION | 50 | | 2023 Director Compensation Table | 50 | | RELATED PERSON TRANSACTIONS | 51 | | Policy on Related Person Transactions | 51 | | ADDITIONAL INFORMATION | 52 | | Sustainability, Governance and Community Involvement | 52 | | Human Capital | 52 | | Stockholder Proposals for 2025 Annual Meeting | 52 | | Householding of Annual Meeting Materials | 52 | | Annual Report and Other SEC Filings | 52 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Stockholders are being asked to elect the following eight members to our Board to hold office until our next annual meeting of stockholders or until their respective successors are elected and qualified, subject to their earlier retirement, resignation or removal: Bernard J. Bulkin Richard J. Ganong April V. Henry Derek G. Hudson Patricia A. Jacobs Pamela F. Lenehan Brad W. Martin Michael T. Prior Each nominee has consented to his or her nomination and is expected to stand for election. However, if any nominee is unable or unwilling to serve, proxies will be voted for a replacement candidate nominated by our Board. Biographical information for each of the nominees is set forth below under “Director and Nominee Experience and Qualifications.”

  3. Age: 82 Director Since: 2016

    Age: 82 Director Since: 2016 Current ATN Board of Director Roles: • Independent Lead Director • Chair, Nominating and Corporate Governance Committee • Member, Audit Committee Relevant Experience: Dr. Bulkin has held several senior management roles throughout his approximately 20-year career at British Petroleum, including Director of the refining business, Vice President Environmental Affairs, and Chief Scientist, and left BP in 2003. He is currently a Director of VH-Global Sustainable Energy Opportunities Plc (LDN:GSEO) (Chairman) and QLM Technology Ltd (Chairman). Dr. Bulkin has served on the boards of Severn Trent plc, Ludgate Investments Limited, HMN Colmworth Ltd., ARQ, Ltd., Chemrec AB, REAC Fuel AB, and Ze-gen Corporation, and chaired the boards of two UK public companies: AEA Technology plc (from 2005 until 2009), and Pursuit Dynamics Plc (from 2011 until 2013). Dr. Bulkin served as Chair of the UK Office of Renewable Energy from 2010 until 2013, was a member of the FTSE Environmental Markets Advisory Committee (2010-2017) and has held several other UK government roles in sustainable energy and transport. In addition to his extensive experience overseeing governance with several companies and his role as Chair of our Nominating and Corporate Governance Committee, Dr. Bulkin serves as the Board’s Lead Independent Director. In 2022, Dr. Bulkin was appointed by the Board as the Company’s Lead Independent Director to serve for a term of up to three years, assuming his re-election to the Board each year. Given Dr. Bulkin’s tenure with the Board and extensive experience with Board oversight, the Board believes that he is the best candidate to serve in this role.

  4. RICHARD J. GANONG

    RICHARD J. GANONG Qualifications: Mr. Ganong was selected as a candidate for the Board due to his extensive finance and investment management background, as well as his strategic corporate advisory experience. In particular, Mr. Ganong’s experience in investment management brings specialized expertise to the Board in advising management with respect to capital allocation and external investments. Age: 60 Director Since: 2018 Current ATN Board of Director Roles: • Chair, Compensation Committee • Member, Investment Committee Mr. Ganong previously worked at the Tudor Investment Corporation, an internationally recognized diversified investment management firm, from 1993 to 2009, and was a Partner from 2000 to 2009, and a founding General Partner of the Tudor Venture Group which managed a series of funds providing growth capital to private companies in various information technology industries. Mr. Ganong was the Senior Vice President of Development and Alumni Relations at Bowdoin College from 2014 to 2016 and most recently founded Five Pine Partners, an investment and advisory boutique. Mr. Ganong also is an emeritus member of the Board of Overseers at the Tuck School at Dartmouth. He is currently a member of the Board of Directors of LMCG Investments, LLC.

  5. APRIL V. HENRY

    APRIL V. HENRY Qualifications: Ms. Henry was selected as a candidate for the Board due to her technology, telecommunications and finance expertise with both large and small companies, as well as her experience sourcing and evaluating deals, mergers, acquisitions and strategic partnerships for major media companies and nearly a decade as an equity research analyst in telecommunications and technology infrastructure at Morgan Stanley. Ms. Henry’s experience brings corporate strategy and capital allocation to the Board. Age: 54 Director Since: 2022 Current ATN Board of Director Roles: • Chair, Investment Committee • Member, Compensation Committee Relevant Experience: Ms. Henry is the Managing Partner of Hawkeye Digital, a management consulting firm that is focused on driving revenue growth, core decision-making and business and human capital transformation for businesses at critical points in their growth cycle. Previously, Ms. Henry was a director of SciPlay Corporation (Nasdaq: SCPL) until its sale to Light & Wonder in 2023. Previously, Ms. Henry was General Partner of Defiance Capital from 2022 to 2023, the Executive Vice President of Corporate Development for Science Inc. and Science Strategic Acquisition Corp. Alpha (Nasdaq: SSAA) from 2020 to 2022, Co-Founder and Chief Revenue Officer of equell, Inc. from 2018 to 2019, a Senior Vice President of Business Development at NBC Universal, LLC from 2016 to 2018, and the Chief of Staff of Development and Vice President of Corporate Development of Yahoo, Inc. from 2011 to 2015. Prior to that, Ms. Henry spent a number of years in the early part of her career with Morgan Stanley as a research analyst covering telecommunications and technology companies and held positions with Index Ventures and News Corporation. Ms. Henry is on the Advisory Board of Evalla Advisors LLC and a special advisor to S4 Capital, PLC.

  6. DEREK G. HUDSON

    DEREK G. HUDSON Qualifications: Mr. Hudson was selected as a candidate for the Board for his international business experience and demonstrated leadership of critical infrastructure businesses across diverse markets. He enhances the Board’s capabilities in the areas of international business strategy, capital allocation and governmental affairs. Age: 68 Director Since: 2023 Current ATN Board of Director Roles: • Member, Audit Committee • Member, Investment Committee Mr. Hudson currently serves as the Chairman of the Board of Scotia Bank Trinidad and Tobago Limited and has been a member of the Board since June 2016. Following his retirement from his role as Shell’s Vice President and Country Chairman, Trinidad & Tobago from June 2016 to June 2019, Mr. Hudson most recently served as a Business Advisor to Shell’s Integrated Gas Business until June 2021. Prior to the combination of Royal Dutch Shell and BG Group in February 2016, Mr. Hudson served as President and Asset General Manager of BG Trinidad & Tobago from 2007 to 2012 and thereafter assumed a similar role for BG in East Africa, covering Tanzania, Kenya and Madagascar. Mr. Hudson joined BG Group in 1995 and held previous roles as Vice President of one of BG’s UK upstream businesses from 2000 to 2004 and Chief of Staff in Trinidad and Tobago from 2005 to 2007. Mr. Hudson has also served on the board of Atlantic LNG, a joint venture owned by Shell, BP and the National Gas Company of Trinidad and Tobago, and is currently a non-Executive Director of Trinity Energy, a UK registered independent company focused on Trinidad and Tobago. He also has served on NGOs and other voluntary organizations in Trinidad and Tobago, and performed the role of Non-Executive Chairman of the Port Authority of Trinidad and Tobago from 2005 – 2010.

  7. PATRICIA A. JACOBS

    PATRICIA A. JACOBS Qualifications: Ms. Jacobs was selected as a candidate to the Company’s board due to her expertise in leading corporate strategy and fueling revenue expansion across capital-intensive and regulated industries, including telecommunications, energy, and transportation both domestically and internationally. Her extensive international and government experience enhances the Board’s corporate strategy and government affairs expertise. Age: 60 Director Since: 2023 Current ATN Board of Director Roles: • Member, Compensation Committee • Member, Nominating and Corporate Governance Relevant Experience: Ms. Jacobs held several leadership positions during her 37-year career in telecommunications, energy, and government, including President, New England Region for AT&T from 2010 to 2020, and President, Northern Region from March 2020 until her retirement from the company in November 2022. Prior to such positions, Ms. Jacobs served as Vice President for International Public Affairs, where she led international initiatives and corporate reputation campaigns globally; and Regional Vice President for Federal Public Affairs, where she worked on several mergers and a wide range of federal legislative and regulatory matters. Prior to joining AT&T, Ms. Jacobs served as an aide to then Congressman Edward J. Markey (D-MA) at the Subcommittee on Energy and Power, and as a member of the staff of the Massachusetts Senate’s Commerce and Labor Committee. Ms. Jacobs was appointed to the Board of Directors of the Massachusetts Port Authority in 2016, and she currently serves as Chair of the Board, and Chairs the Human Resources & Compensation, and Diversity Committees. Ms. Jacobs also serves on the board of Avangrid (NYSE: NGR), and is a member of the Compensation and Nominating and the Unaffiliated Committees. Additionally, she is Vice Chair of the New England Council and serves on the boards of the JFK Presidential Library Foundation, the Boys and Girls Clubs of Boston, and is on the Leadership Council for Home Base (a partnership of Mass General Hospital and the Red Sox Foundation).

  8. PAMELA F. LENEHAN

    PAMELA F. LENEHAN Qualifications: Ms. Lenehan was selected as a candidate for the Board due to her broad financial, operating, technology and board experience and her qualification as a financial expert. In particular, Ms. Lenehan’s corporate governance and financial oversight experience aid in her role as Chair of the Company’s Audit Committee. Chair, Audit Committee • Member, Nominating and Corporate Governance Relevant Experience: Ms. Lenehan founded Ridge Hill Consulting, LLC in 2002 and currently serves as President. Previously, she served as Chief Financial Officer of Convergent Networks, a high technology start-up and was Senior Vice President, Corporate Development and Treasurer of Oak Industries, a NYSE-listed manufacturer of telecommunications components. She previously served as a Managing Director in Investment Banking for 14 years at Credit Suisse First Boston and started her career in corporate banking at Chase Manhattan Bank. Ms. Lenehan also is a director of the Center for Women & Enterprise, the National Association of Corporate Directors New England Chapter, and is co-chair of the Boston Chapter of Women Corporate Directors. Ms. Lenehan previously served on the boards of Rithm Capital from 2019 to 2023, Monotype Imaging, Civitas Solutions, American Superconductor, Spartech Corporation and Avid Technology. Ms. Lenehan has served as a member of our Board since 2020 and is the Chair of our Audit Committee and an Audit Committee financial expert. Ms. Lenehan’s extensive financial background and experience as a public company officer, director and previous experience with other companies as audit chair make her an integral and important member of our Board.

  9. BRAD W. MARTIN

    BRAD W. MARTIN Qualifications: Mr. Martin was selected as a candidate for the Board due to his role as Chief Executive Officer of ATN and his substantial leadership and operational expertise within ATN and the telecommunications and technology sectors. Mr. Martin’s extensive knowledge of the telecommunications industry and his role as Chief Executive Officer positions him as a key contributor to the board. Age: 48 Director Since: 2024 Relevant Experience: Mr. Martin was named Chief Executive Officer of ATN and a member of our Board of Directors in January 2024. Mr. Martin previously served as Chief Operating Officer from 2018 to 2023. Prior to joining ATN, Mr. Martin served as Chief Operating Officer for Senet Inc., a leading “low power wide area” network (LPWAN) operator and global service provider. From 2013 through 2015, Mr. Martin was Senior Vice President and Chief Quality Officer with Extreme Networks, a global leader in software-driven networking solutions for Enterprise and Service Provider customers. Between 2008 and 2013, Mr. Martin served as Vice President of Engineering Operations and Quality with Siemens Enterprise Communications and Enterasys Networks, delivering voice and data networking hardware and software solutions to global enterprises.

  10. MICHAEL T. PRIOR

    MICHAEL T. PRIOR Qualifications: Mr. Prior was selected as a candidate for the Board due to his long tenure as Chief Executive Officer of the Company and his extensive experience in the telecommunications industry. Mr. Prior’s experience in corporate development as well as his financial and legal background assists the Board in the areas of corporate strategy, capital allocation and financial review, and governmental affairs. Age: 59 Director Since: 2008 Current ATN Board of Director Roles: • Executive Chairman Mr. Prior is currently Executive Chairman and served as the Chief Executive Officer of ATN from 2005 to December 31, 2023 and as Chief Financial Officer of ATN from 2003 to 2005. Before joining the Company, Mr. Prior was a partner with Q Advisors LLC, a Denver-based investment banking and financial advisory firm focused on the technology and telecommunications sectors. Mr. Prior began his career as a corporate attorney with Cleary Gottlieb Steen & Hamilton LLP in London and New York. Mr. Prior currently serves on the Board of Directors and Executive Committee of the Competitive Carriers Association.

  11. Compensation Philosophy

    Compensation Philosophy The primary objective of our executive compensation program is to attract, retain and reward executive officers who contribute to our long-term success and to maintain a reasonably competitive compensation structure as compared with similarly situated companies. We seek to align compensation with the achievement of business objectives and individual and Company performance. The annual cash bonus opportunity together with equity compensation that we provide our executive officers are our main incentive compensation tools to accomplish this alignment, as described below. A core principle of our compensation philosophy to date is that a successful compensation program requires the application of judgment and subjective determinations of individual performance. With respect to our annual cash bonus opportunity, while we do assign an indicative weight to individual and general Company performance in determining an executive officer’s compensation, our Compensation Committee considers a number of factors in addition to these measures and we do not apply a strictly formulaic or mathematical approach to our compensation program. The Compensation Committee does take into consideration certain financial and operational goals and metrics in determining annual cash performance bonus payments and seeks to link executive compensation actually paid to the Company’s actual performance. For bonus payments awarded to executive officers for 2023 performance, the Compensation Committee focused primarily on annual financial performance as compared to (i) the prior year, (ii) management goals and (iii) the Company’s guidance provided to the market. Key financial metrics examined included revenue, Adjusted EBITDA, Adjusted EBITDA margin and capital expenditures, with the committee considering Adjusted EBITDA performance to be the most important. The Committee also looked at other factors outside the financial results for the year, such as increases in high-speed data subscribers, high-speed data homes passed, and mobile subscribers, the refinancing of the Company’s main loan facility and certain multi-year strategic initiatives. The Compensation Committee seeks to align the metrics it reviews and considers with respect to compensation awards with those that the Board believes should lead to a sustainable increase in stockholder value. In determining annual equity grants, the Compensation Committee looks at a number of factors including an executive’s compensation history, individual and Company performance, and internal and external equity pay levels (using the Company’s peer group listed below). Historically, even in years of financial metric outperformance, the Committee has set executive equity and “total” (all cash and equity compensation) compensation between the 25th-50th percentile of peers. For example, in recent years, the total compensation of the Company’s Chief Executive Officer has been at or below the 25th percentile of peers. In 2021, after reviewing the practices of the Company’s peers and the broader market, the Compensation Committee decided to introduce performance-vested stock units as an element of long-term incentive compensation for executive officers. At the same time, the Compensation Committee decided to reduce awards of strictly time-vested restricted stock units—both in absolute terms and as a relative portion of an executive’s total compensation potential, and split equity awards equally between time-vested restricted stock units and performance-vested stock units. The Compensation Committee believes that this change results in better alignment between executive compensation and stockholder returns and with a three-year “cliff” vesting period for the performance-vested stock units, does not encourage undue risk taking or a short-term planning horizon. For 2023, the Compensation Committee took the same approach, and accordingly, equity grants to executive officers made in March 2024 for 2023 performance were split equally between time-vested restricted stock units and performance-vested stock units. A description of the terms of the restricted stock units and performance-vested stock units can be found in the “Annual Cash and Equity Bonuses—Annual Equity Awards” discussion on page 34 and relating to all long-term equity grants can be found in the “Grants of Plan-Based Awards” table located on page 40 of this Proxy Statement. In determining annual changes to an executive’s base salary, excluding promotions, the Compensation Committee primarily looks at changes in the cost of living, but also examines peer group data, generally targeting the 25th to 50th percentile for base salary and cash bonus potential. In 2023, consistent with broader efforts to maintain control of costs at the Company, the Compensation Committee approved raises for the executive officers at or around 2.9%, excluding Brad Martin, who was promoted to Chief Executive Officer and received a 36.5% increase in his base salary in connection with the promotion. With respect to other elements of compensation, our Compensation Committee retains discretion to apply its judgment to adjust and align each individual element of our compensation program with the broader objectives of our compensation program and the overall performance and condition of the Company at the time final compensation decisions are made. We believe that our relatively lean management structure, the level of communications between our Board and our senior management team and our corporate culture make this approach an effective method of determining compensation and protecting stockholder interests. For 2023, in response to new rules issued by the Securities and Exchange Commission, the Compensation Committee also introduced compensation recoupment tools into the Company’s compensation program by adopting two compensation recoupment or “clawback” policies that are applicable to named executive officers and certain other executives of the Company. These changes were approved by the entire Board and, serve to even more closely align the Company’s actual financial performance to the compensation of its executives. A description of the terms of the Company’s clawback policies can be found in the “Executive Compensation Recoupment Program” discussion on page 37 of this Proxy Statement.

  12. Role of Compensation Consultant

    Role of Compensation Consultant Our Compensation Committee has retained the advisory services of Compensia, a national executive compensation consulting firm. For the past seven years, Compensia has assisted the Compensation Committee with the identification of a relevant peer group and competitive market compensation data regarding the compensation of our named executive officers and directors as compared with the peer group. Compensia does not generally provide any other services to the Compensation Committee, except as may be requested from time to time with respect to specific matters and as described below. In 2023, as it typically does every year, the Compensation Committee asked Compensia to (i) provide information on total direct compensation—including components of salary, bonus and equity with respect to the Company’s peer group, (ii) to give advice on changes to the peer group, and (iii) to review with the Compensation Committee any recent or pending changes to the rules and public company and peer trends on executive compensation, including feedback from the broader investor community on executive compensation practices. In 2023, Compensia also provided advice and support to the Compensation Committee with respect to its new equity compensation plan and in setting pay levels for its newly promoted Chief Executive Officer, its newly hired Chief Financial Officer, and the newly created position of Executive Chairman. Compensia works at the direction of, and reports directly to, the Compensation Committee, which may replace the compensation consultant or hire additional advisors at any time. Compensia does not perform any services for the Company unless directed to do so by the Compensation Committee. Based on an analysis of the various factors set forth in the rules of the SEC, the Compensation Committee does not believe that its relationship with Compensia or the work of Compensia on behalf of the Compensation Committee have raised any conflicts of interest, and the Compensation Committee believes that Compensia is independent.

  13. Compensation Policies and Practices Highlights

    | | Compensation based on “pay for performance” | | No special health or welfare plans | | | Long-Term equity incentives vesting over multi-year periods | | No single-trigger acceleration of compensation in a change of control | | | Stock Ownership Guidelines for NEOs and Directors | | No guaranteed incentive compensation | | | Clawback policy in place | | Hedging of Company shares and options trading prohibited | | | Equity incentives aligned to stockholder return | | No liberal recycling of vested Company shares repurchased from plan participants for payment of taxes |

  14. Annual Cash and Equity Bonuses

    Annual Cash and Equity Bonuses Annual Cash Bonus We believe that a substantial bonus opportunity, as measured as a percentage of the executive’s base salary, motivates executive performance because it makes a significant amount of the executive’s overall compensation contingent upon individual and Company performance. Further, such approach enables the Company to avoid a higher fixed cost of annual base salaries and gives us the ability to control a major piece of compensation expense if the Company ever experiences a business reversal. For 2023 and 2024, the annual bonus opportunity for each of our named executive officers was as follows:

  15. Annual Cash and Equity Bonuses

    | Named Executive Officer | 2024 Annual Bonus Opportunity Expressed as % of Base Salary | 2023 Annual Bonus Opportunity Expressed as % of Base Salary | | Michael T. Prior(1) | — | 100% | | Brad W. Martin(2) | 100% | 75% | | Justin D. Benincasa(3) | — | 75% | | Mary M. Mabey | 60% | 60% | | Justin M. Leon | 50% | 50% |

  16. Annual Cash and Equity Bonuses

    (1) Mr. Prior served as Chief Executive Officer through December 31, 2023, and his salary for the 2024 year is compensation for his role as Executive Chairman. As CEO, Mr. Prior was eligible for a bonus for the year ended December 31, 2023, but is not eligible for a cash bonus as Executive Chairman. (2) Mr. Martin served as Chief Operating Officer through December 31, 2023, and became Chief Executive Officer on January 1, 2024. (3) Mr. Benincasa served as Chief Financial Officer through March 17, 2024. At the end of the year, the Compensation Committee makes an overall assessment of the quality of each named executive officer’s performance during the year. For named executive officers other than the Chief Executive Officer, this assessment is based largely on discussions between the Compensation Committee and the Chief Executive Officer. As noted above, the Compensation Committee interacts directly with the Chief Executive Officer to evaluate his performance, in addition to conducting its own independent assessment of his performance and the performance of the Company during the year. Although broad performance objectives are identified at the beginning of each year as a means to align individual behavior with Company objectives, it is communicated to each executive that the Compensation Committee always has the full discretion to determine the extent to which bonuses will be paid or not, regardless of the achievement of any such objectives. For named executive officers, the actual amount of annual cash bonus awarded for 2023 was based on a review of a number of factors that are each assigned a recommended weight for each executive, which varies based on the roles and duties of each individual. In general, the Compensation Committee believes that annual bonuses should be tied to overall Company performance such as financial and operating performance and significant strategic developments (as assessed by the Compensation Committee), particularly for the most senior members of our management team, such as our Chief Executive Officer, Chief Financial Officer, and former Chief Operating Officer. Our corporate performance has historically been reviewed by reference to year-over-year consolidated Company performance and our Compensation Committee takes note of additional significant overall Company achievements or weaknesses which may or may not have impacted or been reflected in the Company’s financial or operational results. For 2023, the recommended weight assigned to each performance factor varied according to the role of each of our executive officers, and generally fell into the following ranges:

  17. Annual Cash and Equity Bonuses

    | Performance Factor | Range | Description | | Company Performance | 60-80% | Accomplishment of Company-wide goals for the year. These included financial performance such as revenue, and Adjusted EBITDA, key performance indicators like subscriber levels and specific Company objectives for a given year. | | Specific Individual Accomplishments | 10-30% | Individual accomplishments related to personal goals and key strategic and operational priorities, such as implementing productivity improvements in a particular department, completing major network projects, strengthening operational teams, mitigating certain risks and winning government support for major priorities. | | General Individual Performance | 10-15% | General assessment of the individual’s work performance through the year, including leadership, talent development and contribution to Company culture |

  18. Annual Cash and Equity Bonuses

    While these weight ranges are presented to the Compensation Committee by our Chief Executive Officer as a guide in connection with his assessment of our executives’ performance during the year, actual bonus awards are subject to the Compensation Committee’s discretion to increase, decrease, or disregard such amount or weight range for each performance metric based on the Compensation Committee’s review of each individual’s performance and relevant job responsibilities. For the Chief Executive Officer, the Committee generally gives higher weight to Company performance than the foregoing range indicates. Typically, the Company has paid bonuses at levels at or below the target opportunity with the Compensation Committee treating the target bonus opportunity percentage as more of a ceiling in most years. For 2023, we paid the annual bonuses to our named executive officers described under the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table for the reasons described below. Michael Prior, our Chief Executive Officer through December 31, 2023, was paid an annual bonus of $694,000, representing 100% of his 2023 annual target bonus opportunity. In determining the annual bonus and annual equity award for the Chief Executive Officer, the Compensation Committee considered a number of factors, including: (i) actual performance against the Company’s financial plan and against the prior year, (ii) the progress made on the Company’s three year strategy of fiber and other network upgrades and expansions, (iii) growth in high speed data and mobile subscribers, (iv) the award of a number of government subsidies to support network expansion to targeting under-served communities in the Company’s US operating areas, and (v) and other key achievements such as the re-financing of the Company’s main credit facility. For 2023, for the then-Chief Executive Officer and Chief Financial Officer, the Committee also took into consideration the work around ensuring a successful transition of their roles to their respective successors. Justin Benincasa, our Chief Financial Officer through March 17, 2024, was paid an annual bonus of $315,000 or 100% of his 2023 annual target bonus opportunity. The Compensation Committee noted, among other things, in recognizing his performance for the 2023 year: (i) the successful re-financing of debt facilities and (ii) his work towards certain cost reduction actions at the Company. Brad Martin, our Chief Operating Officer through December 31, 2023 and Chief Executive Officer effective January 1, 2024, was paid an annual bonus of $288,750, or 100% of his annual bonus opportunity for 2023 in his role of Chief Operating Officer. Among other things, the Compensation Committee considered: (i) his operational leadership of the execution of several major projects, (ii) his role in ensuring leadership transitions at several critical subsidiaries, and (iii) his increased responsibilities in the year in transitioning to his upcoming role as Chief Executive Officer. Mary Mabey, our Senior Vice President and General Counsel, was paid an annual bonus of $172,545, or 86% of her 2023 annual target bonus opportunity, reflecting her work leading internal and external legal teams on a number of major initiatives including strategic integration, oversight and closure of large commercial contracts, and also took into consideration certain other matters not optimally executed. Justin Leon, Senior Vice President of Corporate Development, was paid $126,701, or 99% of his 2023 annual target bonus opportunity, reflecting his leadership on the execution on internal strategic and financial objectives. Annual Equity Awards Under our 2023 Plan, we may grant stock options, restricted stock and other equity awards to our directors, consultants and employees, including our named executive officers. Awards made under the 2023 Plan may be granted subject to conditions and restrictions, including vesting requirements, achievement of performance goals and forfeiture and recapture of shares upon certain events. Our Compensation Committee, composed entirely of independent non-employee directors, grants awards to our employees under our 2023 Plan. Our Chief Executive Officer also has authority to make limited grants under the 2023 Plan to employees of the Company. In addition to annual equity awards to our officers, from time to time we may grant significant equity compensation in connection with the hiring of named executive officers. For new hires, the awards typically are made at the next regularly scheduled Compensation Committee meeting following the hire or promotion. In March 2024, Mr. Martin’s annual equity award was increased to $1,461,322 in connection with his promotion to Chief Executive Officer in January 2024. In general, we have awarded restricted stock and stock options with time-based vesting schedules of four years, and, in the case of vested stock options, having an exercise period of 10 years while employed by the Company. Since 2013, the majority of the equity awards granted by the Compensation Committee have been in the form of restricted stock, restricted stock units, and performance stock units and the Compensation Committee has not granted option awards to our named executive officers during that period. In keeping with its practice initiated in 2021, the equity compensation awarded to each executive officer by the Compensation Committee in March 2024 was composed of half performance-vested stock units (based on target level of performance) and half restricted stock units. As in the past, the restricted stock units vest ratably over four years on each anniversary of the grant date. The performance-vested stock units vest after the end of the three-year performance period, with the actual number of shares to vest and be issued following vesting based on the relative returns earned by the Company’s stockholders during the performance period compared to the returns earned by the broader market of “small cap” stocks that comprise the Russell 2000 Index, as described in more detail below. Pursuant to the terms of our performance-vested stock unit award agreement, the Company issued a target number of performance-vested stock units on March 12, 2024, with the actual number of performance-vested stock units earned to be determined by comparing the Company’s total stockholder return (“TSR”) over a three-year period ending March 12, 2027 to the total shareholder return of the Russell 2000 Index for the same period. The relative performance is calculated based on the average closing prices for the 40-day trading period immediately preceding and including each of the first and last days of the three-year performance period ending on March 12, 2027. The actual number of shares to be issued upon vesting of the performance-vested stock units in the event the Company’s TSR for such period is greater than or equal to zero at the end of the measurement period ranges from 0% (if the Company’s TSR is in the bottom 25% of the peer group) to 150% (if the Company’s stock performance is in the top 25% of the peer group). In the event the Company’s TSR is less than zero for that period, the number of shares to be issued is capped at 100% of target regardless of the level of relative outperformance. Subject to requirements relating to continued employment with the Company through the last day of the performance period ending on March 12, 2027, and to special vesting provisions in case of a change of control, death, disability or retirement, the shares will be delivered on the date (which will be no later than March 12, 2028) that the Compensation Committee makes the determination of the Company’s performance relative to the Russell 2000 Index.

  19. Annual Cash and Equity Bonuses

    In awarding equity grants, the Compensation Committee typically reviews and approves an award based on the estimated grant date value of the award, and then determines the actual number of shares underlying such award based on the then-current share price. In keeping with its practice adopted in 2020, after noting the fairly wide swings in share prices that occurred in the weeks leading up to the equity award determination and similar movements in previous years, the Compensation Committee determined the number of restricted stock units (“RSUs”) and performance-vested stock units (“PSUs”) to award each recipient by reference to the average closing price for the Company’s common stock for the 20 trading days up to and including the Friday in advance of the Compensation Committee’s meeting during the subsequent week. For grants made on March 12, 2024 for 2023 performance, this amount was $34.53 per share, and for grants made on March 7, 2023 for 2022 performance, this amount was $45.13 per share. The Compensation Committee believes that this practice is a fair manner of dealing with the positive or negative impact of short term movements in the Company’s share price. The total number of equity compensation awards and value of the awards, utilizing the 20-trading day average per share, for grants made in each of the 2024 and 2023 years to named executive officers, is set forth below. While the number of PSUs below was determined utilizing the 20-trading day average per share price referenced above, the actual grant date value of such PSUs is determined based on a Monte Carlo simulation, due to its performance vesting requirements.

  20. Annual Cash and Equity Bonuses

    | | Year | RSU Awards (#) | Grant Date Value of RSU Awards ($) | PSU Awards (at target) (#) | Grant Date Value of PSU Awards (at target) ($) | | Michael T. Prior(1) | 2024 | 21,720 | $706,986 | 21,720 | $754,336 | | | 2023 | 25,000 | $998,500 | 25,000 | $1,127,500 | | Brad W. Martin(2) | 2024 | 21,720 | $706,986 | 21,720 | $754,336 | | | 2023 | 11,000 | $439,340 | 11,000 | $496,100 | | Justin D. Benincasa(3) | 2024 | — | — | — | — | | | 2023 | 11,000 | $439,340 | 11,000 | $496,100 | | Mary M. Mabey | 2024 | 10,140 | $330,057 | 10,140 | $352,162 | | | 2023 | 6,600 | $263,600 | 6,600 | $297,660 | | Justin M. Leon | 2024 | 8,692 | $282,925 | 8,692 | $300,135 | | | 2023 | 5,500 | $219,670 | 5,500 | $248,050 |

  21. Annual Cash and Equity Bonuses

    (1) Mr. Prior served as Chief Executive Officer through December 31, 2023, and effective January 1, 2024 became Executive Chairman. (2) Mr. Martin served as Chief Operating Officer through December 31, 2023, and became Chief Executive Officer on January 1, 2024. (3) Mr. Benincasa served as Chief Financial Officer through March 17, 2024 and did not receive an equity award in 2024. In approving the annual cash bonus and equity incentive awards, the Compensation Committee assesses the risks associated with the adoption of these awards, including the performance measures and goals for the awards, and concluded that the equity awards described above would not be likely to encourage excessive risk taking, as the restricted stock unit awards typically vest ratably over a period of four years and the performance-vested stock unit awards have a cliff vesting period of three years. While the Compensation Committee believes it is an important policy of the Board to seek to keep the aggregate shares underlying outstanding stock options, unvested restricted stock, unvested restricted stock units, and unvested performance-vested stock units at a reasonable level in relation to our outstanding equity (calculated on a fully diluted basis), the Compensation Committee believes that equity compensation will remain a critical recruitment, retention and incentive tool, as well as furthering the alignment of stockholder and employee interests.

  22. Retirement, Benefits and Other Arrangements

    Retirement, Benefits and Other Arrangements In 2008, we adopted a deferred compensation plan for our then-existing executives. This plan is intended to provide retirement income to certain of our executives, including some of our named executive officers (who were executives at the time the plan was adopted). Following Mr. Benincasa’s retirement in March 2024, Mr. Prior is the only named executive officer who is a participant in this deferred compensation plan. The plan was adopted to offset a reduction in our annual contributions to these executives’ accounts under our 401(k) retirement plan that we instituted as a result of the consolidation of our 401(k) plan with similar plans of companies that we acquired. Under this plan, we make bi-weekly credits equal to 8% of the executive’s then current base salary to an account on behalf of the executive. In addition to these quarterly credits, although we have historically not done so, we may make additional credits in our sole discretion. See the description of the deferred compensation plan under the caption Non-Qualified Deferred Compensation Plan for additional information regarding the deferred compensation plan. Executives hired after 2008 do not participate in this plan. Except for this plan, our named executive officers currently do not receive any benefits, including retirement, medical and dental, life and disability insurance, that are not also available to all of our employees. The terms of our PSU agreements provide for continued vesting following the eligible retirement of a participant. To qualify for this continued vesting of any PSU grant, a participant must retire no earlier than six months following the date of PSU grant, must be at least 55 years of age, and must have provided at least ten years of service to the Company. In connection with his retirement in March 2024, Mr. Benincasa is eligible to continue to receive continued vesting of his PSU grants made in March 2022 and March 2023, which are scheduled to vest, respectively, in March 2025 and March 2026.

  23. Severance Agreements

    Severance Agreements In March 2023, we entered into amended executive agreements with each of our named executive officers that provide severance benefits, and in January 2024, Mr. Martin entered into an amended executive agreement with respect to his promotion to Chief Executive Officer. These severance agreements provide each executive with severance pay upon termination as described therein in exchange for standard covenants of confidentiality, non-competition, non-solicitation and non-circumvention for a one year-period following termination and a standard release and waiver of claims. In the event of a termination by the Company without “cause” or by the executive for “good reason” and in the absence of a “change in control” (each as defined in the agreements), each executive would be entitled to (i) severance pay in the amount of one times his or her base salary (and in the case of our Chief Executive Officer, one and a half times his or her base salary) and (ii) COBRA continuation coverage at a rate equal to the rate paid by active employees during the twelve months following the termination (eighteen months in the case of the Chief Executive Officer). In the event of a termination by the Company without “cause” or by the executive for “good reason” within the period commencing three months prior to and ending or twelve months (eighteen months in the case of the Chief Executive Officer) following, a change in control (as defined in the amended severance agreements), such executive would be entitled to (i) severance pay in the amount of one times (and in the case of the Chief Executive Officer, one and a half times) his or her base salary, (ii) such executive’s maximum target incentive compensation for such year (and in the case of the Chief Executive Officer, one and a half times such target), excluding any eligible amounts of equity compensation, (iii) COBRA continuation coverage at a rate equal to the rate paid by active employees for the twelve months following the termination (eighteen months in the case of the Chief Executive Officer), and (iv) the immediate vesting of all restricted stock, restricted stock units, performance-vested stock units or stock options held by such executive.

  24. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below summarizes the total compensation paid to, or earned by, each of our named executive officers for each of fiscal years ended December 31, 2023, 2022 and 2021. Each named executive officer is listed along with such person’s title as of December 31, 2023.

  25. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Michael T. Prior(3) Chairman, Chief Executive Officer and President | 2023 | 693,232 | 2,126,000 | $694,000 | 68,659 | 3,581,890 | | | 2022 | 674,000 | 1,852,208 | 640,000 | 65,520 | 3,231,728 | | | 2021 | 661,000 | 2,132,370 | 522,000 | 64,480 | 3,379,850 | | Justin D. Benincasa(4) Chief Financial Officer | 2023 | 419,589 | 935,440 | 315,000 | 46,763 | 1,716,742 | | | 2022 | 408,000 | 923,945 | 290,000 | 44,240 | 1,666,185 | | | 2021 | 398,000 | 892,620 | 252,000 | 43,040 | 1,585,660 | | Brad W. Martin Chief Operating Officer | 2023 | 384,578 | 935,440 | 288,750 | 13,200 | 1,621,968 | | | 2022 | 374,000 | 923,945 | 267,000 | 12,200 | 1,577,145 | | | 2021 | 365,000 | 826,500 | 232,000 | 11,600 | 1,435,100 | | Mary M. Mabey Senior Vice President, General Counsel and Corporate Secretary | 2023 | 333,655 | 561,264 | 172,545 | 12,565 | 1,080,029 | | | 2022 | 325,000 | 682,165 | 150,000 | 12,200 | 1,169,365 | | | 2021 | 285,000 | 528,960 | 120,000 | 9,822 | 943,782 | | Justin M. Leon (5) Senior Vice President, Corporate Development | 2023 | 256,731 | 467,720 | 126,701 | 10,099 | 861,251 | | | 2022 | 250,000 | 492,195 | 125,000 | 9,700 | 876,895 |

  26. 2023 Summary Compensation Table

    (1) The amounts in this column reflect the grant date value, presented in accordance with FASB ASC Topic 718. The amounts in this column do not include restricted stock unit grants made on March 7, 2023, for 2022 achievements. (2) The amounts in this column reflect matching contributions made by the Company to each of the named executive officers pursuant to the ATN International, Inc. 401(k) Plan and contributions made by us to a non-qualified deferred compensation plan for all three years for Messrs. Prior and Benincasa. For the year ended December 31, 2023, such amounts were as follows:

  27. 2023 Summary Compensation Table

    | | 401(K) Matching Contributions ($) | Contributions to Non-Qualified Deferred Compensation Plan ($) | Total ($) | | Michael T. Prior | 13,200 | 55,459 | 68,659 | | Justin D. Benincasa | 13,200 | 33,563 | 46,763 | | Brad W. Martin | 13,200 | — | 13,200 | | Mary M. Mabey | 12,565 | — | 12,565 | | Justin M. Leon | 10,099 | — | 10,099 |

  28. 2023 Summary Compensation Table

    (3) On January 1, 2024, Mr. Prior stepped down from his role as Chief Executive Officer and now serves as Executive Chairman. (4) Mr. Benincasa retired on March 17, 2024. Mr. Leon was named an executive officer of the Company in 2022.

  29. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth additional information regarding stock awards granted to our named executive officers during the fiscal year ended December 31, 2023:

  30. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock ($)(4) | | Name | Type of Award | Grant Date | Threshold ($)(1) | Target ($) | Maximum ($)(1) | | | | Michael T. Prior | Annual Cash Bonus | — | — | 694,000 | — | — | — | | | Restricted Stock Units(2) | 3/7/2023 | — | — | — | 25,000 | 998,500 | | | Performance Stock Units(3) | 3/7/2023 | — | — | — | 25,000 | 1,127,500 | | Justin D. Benincasa | Annual Cash Bonus | — | — | 315,000 | — | — | — | | | Restricted Stock Units(2) | 3/7/2023 | — | — | — | 11,000 | 439,340 | | | Performance Stock Units(3) | 3/7/2023 | — | — | — | 11,000 | 496,100 | | Brad W. Martin | Annual Cash Bonus | — | — | 288,750 | — | — | — | | | Restricted Stock Units(2) | 3/7/2023 | — | — | — | 11,000 | 439,340 | | | Performance Stock Units(3) | 3/7/2023 | — | — | — | 11,000 | 496,100 | | Mary M. Mabey | Annual Cash Bonus | — | — | 200,400 | — | — | — | | | Restricted Stock Units(2) | 3/7/2023 | — | — | — | 6,600 | 263,600 | | | Performance Stock Units(3) | 3/7/2023 | — | — | — | 6,600 | 297,660 | | Justin M. Leon | Annual Cash Bonus | — | — | 128,500 | — | — | — | | | Restricted Stock Units(2) | 3/7/2023 | — | — | — | 5,500 | 219,670 | | | Performance Stock Units(3) | 3/7/2023 | — | — | — | 5,500 | 248,050 |

  31. Grants of Plan-Based Awards

    (1) There are no threshold or maximum payouts established under the Company’s non-equity incentive plan. (2) These securities vest ratably on March 7, 2024, March 7, 2025, March 6, 2026 and March 7, 2027. (3) These securities vest on March 6, 2026. The amounts in this column reflect the grant date fair value of awards determined as set forth in footnotes 1 and 2 to our Summary Compensation Table.

  32. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The table below sets forth additional information regarding stock awards granted to our named executive officers that were outstanding as of December 31, 2023.

  33. Outstanding Equity Awards at Fiscal Year-End 2023

    | | | Stock Awards | | | Name | Grant Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) | | Michael T. Prior | 3/7/2023 | 25,000(1) | 974,250 | | | 3/7/2023 | 25,000(2) | 1,020,750 | | | 3/25/2022 | 16,087(1) | 626,910 | | | 3/25/2022 | 21,450(2) | 1,049,120 | | | 3/9/2021 | 9,675(1) | 377,035 | | | 3/9/2021 | 19,350(2) | 727,367 | | | 3/11/2020 | 6,812(1) | 265,464 | | Justin D. Benincasa | 3/7/2023 | 11,000(1) | 428,670 | | | 3/7/2023 | 11,000(2) | 449,130 | | | 3/25/2022 | 8,025(1) | 312,734 | | | 3/25/2022 | 10,700(2) | 523,337 | | | 3/9/2021 | 4,050(1) | 157,829 | | | 3/9/2021 | 8,100(2) | 304,479 | | | 3/11/2020 | 2,662(1) | 103,738 | | Brad W. Martin | 3/7/2023 | 11,000(1) | 428,670 | | | 3/7/2023 | 11,000(2) | 449,130 | | | 3/25/2022 | 8,025(1) | 312,734 | | | 3/25/2022 | 10,700(2) | 523,337 | | | 3/9/2021 | 3,750(1) | 146,138 | | | 3/9/2021 | 7,500(2) | 281,925 | | | 3/11/2020 | 1,915(1) | 74,628 | | Mary M. Mabey | 3/7/2023 | 6,600(1) | 257,202 | | | 3/7/2023 | 6,600(2) | 269,478 | | | 3/25/2022 | 5,925(1) | 230,897 | | | 3/25/2022 | 7,900(2) | 386,389 | | | 3/9/2021 | 2,400(1) | 93,528 | | | 3/9/2021 | 4,800(2) | 180,432 | | | 3/11/2020 | 1,600(1) | 62,352 | | Justin M. Leon | 3/7/2023 | 5,500(1) | 214,335 | | | 3/7/2023 | 5,500(2) | 224,565 | | | 3/25/2022 | 4,275(1) | 166,597 | | | 3/25/2022 | 5,700(2) | 278,787 | | | 3/9/2021 | 1,625(1) | 63,326 | | | 3/9/2021 | 3,250(2) | 122,168 | | | 3/11/2020 | 550(1) | 21,434 |

  34. Outstanding Equity Awards at Fiscal Year-End 2023

    Consists of restricted stock units. Grants vest 25% annually commencing one year from the date of grant. Valued at $38.97 per share, the closing price of our stock on December 31, 2023. Consists of performance stock units. Grants vest 100% on the third anniversary of the grant date. Fair value, using a Monte Carlo simulation, for the March 7, 2023, March 25, 2022 and March 9, 2021 grants were $40.83 per share, $48.91 per share, and $37.59 per share, respectively, as of December 31, 2022.

  35. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below sets forth information with respect to our named executive officers regarding all restricted stock that vested during 2023.

  36. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Michael T. Prior | 23,263 | 931,064 | | Justin D. Benincasa | 9,788 | 391,094 | | Brad W. Martin | 7,890 | 314,604 | | Mary M. Mabey | 6,150 | 245,261 | | Justin M. Leon | 3,287 | 130,564 |

  37. Option Exercises and Stock Vested

    (1) Reflects the market value of the shares based on the closing price of our common stock on the vesting date.

  38. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The following table sets forth contributions by us to our deferred compensation plan for fiscal year 2023.

  39. Non-Qualified Deferred Compensation Plan

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Michael T. Prior | — | 55,459 | 208,665 | — | 1,311,463 | | Justin D. Benincasa | — | 33,563 | 81,149 | — | 690,657 | | Brad W. Martin(2) | — | — | — | — | — | | Mary M. Mabey(2) | — | — | — | — | — | | Justin M. Leon(2) | — | — | — | — | — |

  40. Non-Qualified Deferred Compensation Plan

    (1) The amounts reported in this column are reported for fiscal 2023 in the “All Other Compensation” column of the Summary Compensation Table. (2) Mr. Martin, Ms. Mabey and Mr. Leon are not participants in our deferred compensation plan. Effective as of December 5, 2008, we adopted a non-qualified deferred compensation plan for our then existing executive officers. This plan is intended to provide retirement income to our executive officers and was adopted to offset a reduction in our annual contributions to those executives’ accounts under our 401(k) retirement plan that we instituted as a result of the consolidation of our 401(k) plan with similar plans of companies that we acquired. Accordingly, we do not expect to add newly hired executives to this plan. Under this plan, we make bi-weekly credits equal to 8% of the executive officer’s then current base salary to an account in the plan on behalf of the executive. In addition to these bi-weekly credits, the Compensation Committee may make additional credits in its sole discretion. Credits to such executive officer’s account under the plan will be deemed to be invested in one or more investment funds selected by the executive officer. Overall investment return is dependent upon the performance of each executive officer’s selected investment alternatives. Credits will be fully vested at all times and the executive officers will have a non-forfeitable interest in the balance of their respective accounts. Benefits under the plan are payable upon a separation from service in a cash lump sum or in accordance with a fixed schedule elected by the executive officer. Distributions may be made prior to the executive officer’s separation from service only for certain financial hardship reasons. The plan is intended to be compliant with Section 409A of the Internal Revenue Code of 1986, as amended, and to constitute a non-qualified, unfunded executive benefit plan.

  41. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We have entered into severance agreements with each of our named executive officers. For a description of these agreements, please see “Severance Agreements” above. The following table sets forth the estimated payments and benefits that would be provided to each of the named executive officers, upon termination or a termination following a change in control. The payments and benefits were calculated assuming that the triggering event took place on December 31, 2023, the last business day of our fiscal year.

  42. Potential Payments Upon Termination or Change of Control

    | Named Executive Officer | Event | Salary & Other Cash Payment(1) | COBRA Benefits | Acceleration of Vesting of Certain Equity | Vesting of Restricted Stock Unit Awards(2) | Vesting of Performance Stock Unit Awards(3) | Total | | Michael T. Prior | Termination Without Cause or for Good Reason | $2,352,463 | $37,123 | N/A | $— | — | $2,389,586 | | | Change of Control Termination | 3,393,463 | 37,123 | 100% | 2,243,659 | 2,797,236 | 8,471,481 | | Justin D. Benincasa(4) | Termination Without Cause or for Good Reason | 1,110,657 | 23,999 | N/A | — | — | 1,134,656 | | | Change of Control Termination | 1,425,657 | 23,999 | 100% | 1,002,971 | 1,276,946 | 3,729,573 | | Brad W. Martin(5) | Termination Without Cause or for Good Reason | 385,000 | 33,422 | N/A | — | — | 418,422 | | | Change of Control Termination | 673,750 | 33,422 | 100% | 962,169 | 1,254,392 | 2,923,734 | | Mary M. Mabey | Termination Without Cause or for Good Reason | 334,000 | 32,841 | N/A | — | — | 366,841 | | | Change of Control Termination | 534,400 | 32,841 | 100% | 643,979 | 836,299 | 2,047,519 | | Justin M. Leon | Termination Without Cause or for Good Reason | 257,000 | 33,091 | N/A | — | — | 290,091 | | | Change of Control Termination | 385,500 | 33,091 | 100% | 465,692 | 625,520 | 1,509,802 |

  43. Potential Payments Upon Termination or Change of Control

    Includes payments under our Non-Qualified Deferred Compensation Plan for Messrs. Prior and Benincasa not triggered by any severance arrangement and payable to the employee upon any termination or resignation of employment. (2) Valued at $38.97 per share, the closing price of our common stock on December 31, 2023. (3) Valued, as of December 31, 2023, using a Monte Carlo simulation. (4) Mr. Benincasa retired effective March 17, 2024. (5) Effective January 1, 2024, Mr. Martin was promoted to Chief Executive Officer and the payment amounts related to potential termination or change in control were increased in accordance with the Company’s standard form of severance agreement for the CEO role.

  44. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to rules adopted pursuant to the Dodd-Frank Act, we have included in this Proxy Statement a reasonable estimate of the Chief Executive Officer to median employee pay ratio for 2023 annual compensation. We identified the median employee based on 2023 taxable wages for all individuals, excluding our then-Chief Executive Officer, Mr. Michael Prior, employed by us on December 31, 2023 (whether employed on a full-time, part-time, or seasonal basis). For such employees, we annualized the compensation for any full-time employees not employed for the entire 2023 fiscal year, but not for any part-time employees. Other than as set forth above, we did not make any assumptions, adjustments, or estimates with respect to taxable wages. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the 2023 Summary Compensation Table set forth elsewhere in this Proxy Statement. The annual total compensation of our median employee for 2023 was approximately $64,114. As disclosed in the Summary Compensation Table, our Chief Executive Officer’s annual total compensation for 2023 was $3,581,890. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was approximately 56:1. The foregoing calculation reflects employees located in all of the Company’s operating jurisdictions. At year end, we had approximately 1,025 employees in the United States and the United States Virgin Islands, and approximately 1,300 employees internationally, principally in Bermuda, the Cayman Islands, and Guyana, with employees and contractors in Guyana accounting for over half of our employees outside of the United States. For purposes of this calculation, we excluded four non-US employees in Canada, as they represent less than 5% of our employee population. Our estimate, using the same compensation measure of taxable wages, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our United States employees (excluding the Chief Executive Officer) is 37:1. To give some context to the median annual employee compensation, information regarding the gross domestic product (GDP) per capita for the Company’s main operating areas, as reported by The World Factbook, as published by the Central Intelligence Agency, including estimates of GDP for the most recent year available, is set forth below. This information regarding GDP per capita is deemed to be furnished and not filed.

  45. Pay Ratio Disclosure

    | Country | GDP per capita | | Bermuda | $81,200 | | Cayman Islands | $71,400 | | Guyana | $35,600 | | U.S. Virgin Islands | $37,000 | | United States | $64,600 |

  46. Pay Versus Performance Table

    Pay Versus Performance Table The SEC has adopted rules (as required by the Dodd-Frank Act) requiring disclosure of the relationship between the executive compensation actually paid and the financial performance of the Company. The below table outlines, in addition to the amounts listed in the Company’s Summary Compensation Table, the total Compensation Actually Paid (CAP) for the principal executive officer (CEO), which is the Company’s Chief Executive Officer, and the average of the total compensation actually paid for the Non-CEO Named Executive Officers (NEOs), which are the Company’s Chief Financial Officer, Chief Operating Officer, SVP and General Counsel, and SVP—Corporate Development, for the year as indicated. Additionally, the table includes the Company-Selected Measure of Adjusted EBITDA, as defined and described in more detail below.

  47. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | Company- Selected Measure: Adjusted EBITDA (in $000’s)(h) | | Year(a) | Summary Compensation Table Total for CEO(b) | Compensation Actually Paid to CEO(c) | Average Summary Compensation Table Total for Non-CEO NEOs(d) | Average Compensation Actually Paid to Non-CEO NEOs(c)(e) | Total Shareholder Return ($)(f) | Peer Group Total Shareholder Return ($)(g) | Net Income (Loss) (in $000’s) | | | 2023 | 3,581,890 | 2,736,645 | 1,319,997 | 956,198 | 75.35 | 64.83 | (18,754) | 189,451 | | 2022 | 3,231,728 | 3,169,382 | 1,322,398 | 1,365,456 | 85.56 | 68.80 | (7,583) | 172,688 | | 2021 | 3,379,850 | 2,516,463 | 1,097,723 | 855,318 | 74.18 | 112.20 | (20,809) | 135,628 | | 2020 | 2,653,940 | 1,644,678 | 908,400 | 666,894 | 76.38 | 109.42 | (708) | 126,615 |

  48. Pay Versus Performance Table

    (a) Each year is from January 1—December 31 of the indicated year. (b) The dollar amounts reported are the amounts of total compensation reported for our CEO through 2023, Mr. Prior, in the Summary Compensation Table (SCT) for fiscal years 2023, 2022, 2021, and 2020. (c) The dollar amounts do not reflect the actual amounts of compensation paid to or received by our CEO or other NEOs during the applicable year, but rather are “Compensation Actually Paid” as such term is defined under applicable SEC rules. The amounts include the year-end value of equity awards granted during the reported year and the change in the value of equity awards, granted in previous years, that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the reported fiscal year. (d) For 2023 and 2022, reflects compensation information for Messrs. Benincasa, Martin, and Leon, and Ms. Mabey. For 2021 and 2020, reflects compensation information for Messrs. Benincasa, Martin, and Kreisher, and Ms. Mabey. (e) For 2023 and 2022, reflects compensation information for Messrs. Benincasa, Martin, and Leon, and Ms. Mabey. For 2021 and 2020, reflects compensation information for Messrs. Benincasa, Martin, Ms. Mabey and for William F. Kreisher, the Company’s former SVP, Corporate Development. Mr. Kreisher ceased serving as an executive officer on January 15, 2021. (f) Calculated as cumulative total shareholder return as if $100 was invested in Company common stock on December 31, 2019 measured through the end of the applicable year. (g) Calculated as cumulative total shareholder return as if $100 was invested in the Nasdaq Small Cap Telecommunications Services index on December 31, 2019 measured through the end of the applicable year. (h) To more closely align with similar calculations presented by companies in its industry, beginning in 2023, the Company excluded non-cash stock-based compensation in its adjustment to derive Adjusted EBITDA. Prior periods have been restated to confirm to this definition change.

  49. Pay Versus Performance Table

    | Year | Executive | Summary Compensation Table Total | Less: Stock Awards | Add: Year End Equity Value of awards granted during the reported year | Change (from last day of prior year to last day of reported year) in Value of Prior Equity Awards | Change (from last day of prior year to last day of reported year) in Value of Vested Equity Awards | Compensation Actually Paid | | 2023 | CEO | 3,581,890 | (2,126,000) | 1,995,000 | (591,262) | (122,983) | 2,736,645 | | | Other NEOs(1) | 1,319,997 | (724,966) | 680,295 | (172,072) | (147,057) | 956,198 | | 2022 | CEO | 3,231,728 | (1,852,208) | 2,254,395 | (338,571) | (125,963) | 3,169,382 | | | Other NEOs(1) | 1,322,398 | (755,563) | 919,625 | (93,459) | (27,545) | 1,365,456 | | 2021 | CEO | 3,379,850 | (2,132,370) | 1,605,470 | (581,545) | 245,058 | 2,516,463 | | | Other NEOs(1) | 1,097,723 | (597,951) | 451,611 | (154,914) | 58,849 | 855,318 | | 2020 | CEO | 2,653,940 | (1,405,555) | 1,137,960 | (677,183) | (64,484) | 1,644,678 | | | Other NEOs(1) | 908,400 | (403,908) | 326,354 | (155,763) | (8,189) | 666,894 |

  50. Pay Versus Performance Table

    The dollar amounts shown are average amounts for all NEOs other than the CEO. The Board currently considers Adjusted EBITDA to be the most important financial performance measure used to link CAP of the CEO and Non-CEO NEOs to Company performance. The Company had historically defined Adjusted EBITDA as operating income (loss) before depreciation and amortization expense, transaction-related charges, one-time impairment or special charges and the gain (loss) on disposition of assets. In order to more closely align with similar calculations presented by companies in its industry, beginning with its 2023 financial results, the Company has also excluded non-cash stock-based compensation in its adjustment to derive Adjusted EBITDA and, as such, has restated its adjusted EBITDA for 2022 and 2021. The Company regularly reports on this metric to investors in its quarterly earnings releases and believes that the inclusion of these non-GAAP financial measures (and the associated reconciliations to the nearest GAAP financial measures) helps investors gain a meaningful understanding of the Company’s core operating results and enhances the usefulness of comparing such performance with prior periods. Accordingly, the Board considers Adjusted EBITDA as the best measure to track both Company performance as well as align executive compensation to such performance.

  51. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee has the responsibility of reviewing and making recommendations to the Board regarding director compensation. We use a combination of cash and stock-based incentive compensation to attract and retain qualified directors. In setting director compensation, we consider the time demand and the requisite knowledge and expertise required for our directors to effectively fulfill their duties and responsibilities to us and our stockholders. We also consider the compensation set by our peer companies in our determination of director compensation and our director compensation is at approximately the 50th percentile of our peer group.

  52. 2023 Director Compensation Table

    2023 Director Compensation Table The table below summarizes the compensation paid to, or earned by, our non-employee directors for the fiscal year ended December 31, 2023. Mr. Michael Prior, our Chairman and Chief Executive Officer during 2023, does not receive any compensation for his Board service beyond the compensation he received as Chief Executive Officer and now receives as Executive Chairman of the Company.

  53. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Bernard J. Bulkin | 125,000(2) | 133,673 | 258,673 | | Derek G. Hudson | 70,000 | 133,673 | 203,673 | | Richard J. Ganong | 75,000 | 133,673 | 208,673 | | April V. Henry | 72,500 | 133,673 | 206,173 | | Pamela F. Lenehan | 77,000 | 133,673 | 210,673 | | Patricia A. Jacobs | 61,500 | 133,673 | 195,173 |

  54. 2023 Director Compensation Table

    (1) The amounts in this column reflect the grant date fair value calculated in accordance with FASB ASC Topic 718, of awards granted pursuant to our Non-Employee Directors Compensation Policy and our 2008 Equity Plan. Actual shares issued based on the average closing price for the Company’s common stock for the 20 trading days up to and including June 6, 2023. This had the effect of making the dollar value of the stock award higher than the $130,000 retainer as described below. (2) Includes amount paid for Dr. Bulkin’s service as shareholder director of the Company’s minority investment in a renewable energy business operating under the “Vibrant” name in India.