COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS
Compensation Discussion and Analysis
For additional information on our stock ownership guidelines and our Directors, see above under Corporate
GovernanceStock Ownership Guidelines.
POLICIES ON TRANSACTIONS IN COMPANY STOCK; ANTI-HEDGING AND PLEDGING POLICY
Our Anti-Insider Trading Policy imposes limits as to when and how Company employees, including our executive officers and Directors, can engage in transactions in our
securities, and prohibits short sales and hedging transactions with respect to our Common Stock. Our Code of Conduct provides a formal policy that prohibits our executive officers and Directors from entering into hedging transactions with respect to
our Common Stock. It also prohibits our executive officers, Directors and certain other key employees from pledging shares of our Common Stock as security.
CLAW
BACK POLICY
The terms of our annual performance incentive awards and long-term, equity-based awards allow the Company to claw back cash and shares
received pursuant to such awards, respectively, or, in the latter case, require the payment to the Company of all gains realized upon disposition of such shares in certain circumstances, such as the executives termination by the Company for
cause or following termination of employment for any reason if: (1) the executive officer engaged in conduct while an employee that would have justified termination for cause; (2) the executive officer violates any applicable
confidentiality or
non-competition
agreement; (3) upon determination that a claw back is appropriate in the event of restatement of the Companys financial statements; or (4) as required by law.
OTHER BENEFITS
We do not believe in providing excessive perquisites to
our executive officers, who participate in the same healthcare, insurance and other welfare and retirement programs as other eligible employees. These programs include health and dental coverage, group term life insurance, disability programs, our
broad-based employee stock purchase program (under which we give a 15% discount to all employees on the purchase price of our stock) and matching contributions to our 401(k) plan. We share the cost of health and welfare benefits with our employees,
including our executive officers, a cost that depends on the level of benefits coverage that each employee or executive officer elects.
We do not offer our
executive officers any deferred compensation plans, supplemental executive retirement plans or loans of any kind.
As shown in the All Other Compensation
column in the Summary Compensation Table on page 52, perquisites to executive officers include an annual car allowance; reimbursement for related auto insurance premiums; and amounts for parking at our corporate offices in Boston, a benefit we also
provide to a number of other corporate employees.
Under limited circumstances, we provide certain perquisites to individuals recruited to key positions and to
officers who move from their home countries at our request. Accordingly, in addition to the general perquisites to executive officers, Mr. Marshall, an expatriate from the United Kingdom who worked in the United States as Executive Vice
President and President, U.S. Tower Division, received a goods and services differential, home leave, benefits allowances, optional relocation support allowances, housing and a retirement true up payment in connection with his role. Mr. Hess,
who is performing his duties in the Netherlands, receives housing and certain other allowances, home leave, visa and immigration support, repatriation support, benefits allowance, emergency leave allowance and tax equalization and other tax support
in connection with this assignment. Mr. Sharma, an
expatriate from the United States who works in India as our Executive Vice President and President, Asia,
receives housing and certain other allowances, tax equalization, foreign auto expenses, a driver, security, utilities and other tax support. The amount of
AMERICAN TOWER CORPORATION
2019 PROXY STATEMENT
49