8-K/ALeadership ChangesExhibits & Filings

AMERICAN TOWER CORP /MA/ 8-K/A Report, Executive Changes (Apr 16, 2020)

Filed April 16, 2020For Securities:AMT

Summary

This 8-K/A filing from American Tower Corporation (AMT) serves as an amendment to a previous 8-K, providing additional details on the compensation packages for its newly appointed President and CEO, Thomas A. Bartlett, and Executive Vice President, CFO, and Treasurer, Rodney M. Smith. The primary focus of this amendment is to outline the base salaries, target cash bonuses, and significant equity grants awarded to these key executives upon their promotions. Investors should note the substantial equity awards, including performance-based restricted stock units (PSUs) and restricted stock units (RSUs), designed to align executive interests with long-term company performance and shareholder value. The details of these grants, including vesting schedules and performance metrics, are crucial for understanding executive incentives and potential future dilution. Additionally, a revision to the PSU award agreement now includes the CEO in potential payouts under certain separation or retirement scenarios, which is a notable change from previous arrangements.

Key Highlights

  • 1Amendment provides detailed compensation for newly appointed President & CEO Thomas A. Bartlett and EVP, CFO & Treasurer Rodney M. Smith.
  • 2Thomas A. Bartlett appointed President and CEO with a base salary of $1,000,000 and a target cash bonus of 150% of base salary ($1,500,000).
  • 3Rodney M. Smith appointed EVP, CFO & Treasurer with a base salary of $575,000 and a target cash bonus of 100% of base salary ($575,000).
  • 4Significant promotion equity grants were awarded: $4.3 million to Mr. Bartlett (70% PSUs, 30% RSUs) and $1.85 million to Mr. Smith (60% PSUs, 40% RSUs).
  • 5Mr. Bartlett also received a special RSU grant valued at $2.0 million, vesting in three years.
  • 6PSU grants are subject to a three-year performance period, while RSU grants vest 25% annually over four years.
  • 7Revised PSU award agreement now includes the CEO for potential payouts under specific separation or retirement events, aligning with other PSU participants.

Frequently Asked Questions

The main purpose of this 8-K/A filing is to amend a previous 8-K filing by providing more detailed disclosure on the compensation packages, including base salaries, cash bonus targets, and equity grants, for the newly appointed President and CEO, Thomas A. Bartlett, and the Executive Vice President, CFO, and Treasurer, Rodney M. Smith.

Thomas A. Bartlett, the new CEO, received promotion equity grants valued at $4.3 million and a special RSU grant valued at $2.0 million. Rodney M. Smith, the new CFO, received promotion equity grants valued at $1.85 million.

The compensation includes new base salaries, target cash bonuses for 2020, and significant equity awards in the form of Performance-Based Restricted Stock Units (PSUs) and Restricted Stock Units (RSUs). The equity awards have different allocation percentages between PSUs and RSUs for each executive and have specific vesting schedules tied to performance and time.

Yes, a revised form of award agreement for PSUs now includes the Chief Executive Officer in eligibility for full or pro rata payouts under certain Separation Events or Qualified Retirements. Previously, the CEO was excluded from such payouts.