Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) On March 16, 2020, American Tower Corporation (the "Company") filed a Form
8-K (the "Report") announcing that the Company's Board of Directors (the
"Board") appointed Thomas A. Bartlett as President and Chief Executive Officer
of the Company and Rodney M. Smith as Executive Vice President, Chief Financial
Officer and Treasurer of the Company, each effective March 16, 2020.
This Form 8-K/A amends the Report to include additional disclosure regarding
Messrs. Bartlett's and Smith's compensation. The Compensation Committee (the
"Committee") of the Board considered the compensation arrangements with Messrs.
Bartlett and Smith in light of the promotions. Accordingly, on April 11, 2020,
the Committee approved new base salaries and cash bonus incentive targets for
the year ending December 31, 2020 for Messrs. Bartlett and Smith, effective as
of April 1, 2020. The information in the table below sets forth the
determinations of the Committee:
2020 Target Cash Bonus
Potential
Name and Title 2020 Base Salary (% of Base Salary / $)
Thomas A. Bartlett, President and Chief
Executive Officer $1,000,000 150% / $1,500,000
Rodney M. Smith, Executive Vice
President, Chief Financial Officer and
Treasurer $575,000 100% / $575,000
The Committee also approved promotion equity grants for Messrs. Bartlett and
Smith, with award values of $4.3 million and $1.85 million, respectively,
pursuant to the Company's 2007 Equity Incentive Plan, as amended (the "Plan").
The award value for Mr. Bartlett is allocated 70% to performance-based
restricted stock units ("PSUs") and 30% to restricted stock units ("RSUs"),
while the award value for Mr. Smith is allocated 60% to PSUs and 40% to RSUs.
Each PSU grant is based on a three-year performance period, with the performance
goals set at the beginning of the performance period. Each RSU grant vests 25%
annually over four years, commencing one year from the date of grant. The number
of shares subject to each of these awards will be determined using the closing
price of the Company's common stock on May 1, 2020.
In addition, the Committee approved a special RSU equity grant to Mr. Bartlett
with an award value of $2.0 million pursuant to the Plan. This RSU grant vests
at the end of three years and is subject to forfeiture should Mr. Bartlett
retire before the end of the vesting period. The number of shares subject to
this award will be determined using the closing price of the Company's common
stock on May 1, 2020.
(e) Also on April 11, 2020, the Committee approved a revised form of award
agreement (the "Award Agreement") for grants of PSUs pursuant to the Plan to
include the Chief Executive Officer, in addition to all other PSU plan
participants. Prior to this Award Agreement, the Chief Executive Officer was
excluded from either a full or pro rata payout of PSUs earned based on Company
performance after the Scheduled Vesting Date in the event of a Separation Event
or Qualified Retirement (each as defined in the Award Agreement). Consistent
with this revised Award Agreement, the Committee confirmed that the vesting of
all of Mr. Bartlett's outstanding grants of PSUs would not be subject to any
change and will be consistent with the vesting terms applicable to all the other
PSU plan participants.
A copy of the Award Agreement for the PSUs is filed herewith as Exhibit 10.1,
and the foregoing description of the form of award agreement is qualified in its
entirety by reference to the terms and provisions thereof.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Form of Notice of Grant of Performance-Based Restricted Stock
Units and PSU Agreement (U.S. Employee) Pursuant to the American
Tower Corporation 2007 Equity Incentive Plan, as amended.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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