Tie a high ratio of our executives pay to performance.
As
described below, 91% and 87% of the total direct compensation opportunity (assuming target performance) for our CEO and other NEOs, respectively, was in the form of short- and long-term incentive compensation, as of December 31, 2017.
Weight incentives towards quantitative metrics.
Our annual
performance incentive program is based primarily on quantitative metrics (80%) relating to
pre-established
Company financial goals.
Require significant stock ownership.
We maintain aggressive
guidelines to reinforce the importance of stock ownership. This is intended to align the interests of our executive officers and Directors with those of our stockholders and to focus our executive team on our long-term success.
Subject incentive compensation to claw back provisions.
The terms of our annual performance
incentive awards and long-term, equity-based awards allow American Tower in certain circumstances to claw back cash and shares received pursuant to such awards or to require the repayment of all gains realized upon disposition of such
shares.
Provide a consistent level of severance.
We maintain a competitive
and responsible severance program to provide a consistent approach to executive severance and to provide eligible employees with certainty and security. Under this program, severance benefits are available only upon a Qualifying
Termination.
Use an independent compensation consultant.
The Compensation
Committee has engaged Meridian Compensation Partners, LLC (Meridian) as its independent compensation consultant. Meridian has no other ties to American Tower or its management and meets stringent selection criteria.
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Provide golden parachute tax
gross-ups.
We do not provide excise tax
gross-ups
to our NEOs.
Reprice stock options or repurchase underwater stock options.
Our equity incentive plan prohibits, without stockholder approval, (i) the amendment of any outstanding stock option to reduce its exercise price
or replace it with a new award exercisable for our Common Stock at a lower exercise price; and (ii) the purchase of an underwater stock option for cash.
Permit hedging or pledging of American Tower securities.
Our
Anti-Insider Trading Policy and Code of Conduct prohibit short sales and hedging transactions, as well as pledging of our securities. In addition, our policies impose limits as to when and how our employees, including our executive officers and
Directors, can engage in transactions in our securities.
Encourage excessive or inappropriate risk-taking through our compensation program.
The Committee, together with its independent compensation consultant and management, conducts an annual risk review of American Towers
compensation programs to determine if any elements of these programs create an inappropriate level of risk and reviews managements mitigation activities with respect to any potential risks.
Provide single trigger acceleration of equity.
Our severance
program provides acceleration of equity only upon a double trigger, meaning that executives are only entitled to acceleration in the event of a Qualifying Termination within 14 days before, or two years following a
Change of Control.
Provide excessive perquisites.
We do not provide excessive
perquisites to our executive officers, nor do we offer them any deferred compensation plans, supplemental executive retirement plans or outstanding loans of any kind.
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