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As Of Filer Filing For·On·As Docs:Size 2/27/24 American Tower Corp./MA 10-K 12/31/23 167:22M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 4.08M
2: EX-4.32 Instrument Defining the Rights of Security Holders HTML 272K
3: EX-10.14 Material Contract HTML 64K
4: EX-10.15 Material Contract HTML 66K
5: EX-10.28 Material Contract HTML 73K
6: EX-10.29 Material Contract HTML 56K
7: EX-10.30 Material Contract HTML 49K
8: EX-10.31 Material Contract HTML 48K
9: EX-21 Subsidiaries List HTML 156K
10: EX-23 Consent of Expert or Counsel HTML 43K
14: EX-97 Clawback Policy re: Recovery of Erroneously HTML 66K
Awarded Compensation
11: EX-31.1 Certification -- §302 - SOA'02 HTML 49K
12: EX-31.2 Certification -- §302 - SOA'02 HTML 49K
13: EX-32 Certification -- §906 - SOA'02 HTML 47K
20: R1 Cover HTML 143K
21: R2 Audit Information HTML 49K
22: R3 Consolidated Balance Sheets HTML 182K
23: R4 Consolidated Balance Sheets (Parenthetical) HTML 56K
24: R5 Consolidated Statements of Operations HTML 148K
25: R6 Consolidated Statements of Operations HTML 47K
(Parenthetical)
26: R7 Consolidated Statements of Comprehensive Income HTML 82K
27: R8 Consolidated Statements of Comprehensive Income HTML 52K
(Parenthetical)
28: R9 Consolidated Statements of Equity HTML 145K
29: R10 Consolidated Statements of Equity (Parenthetical) HTML 50K
30: R11 Consolidated Statements of Cash Flows HTML 157K
31: R12 Business and Summary of Significant Accounting HTML 214K
Policies
32: R13 Prepaid and Other Current Assets HTML 54K
33: R14 Property and Equipment HTML 84K
34: R15 Leases HTML 270K
35: R16 Goodwill and Other Intangible Assets HTML 120K
36: R17 Acquisitions HTML 73K
37: R18 Accrued Expenses HTML 58K
38: R19 Long-Term Obligations HTML 356K
39: R20 Other Non-Current Liabilities HTML 51K
40: R21 Asset Retirement Obligations HTML 55K
41: R22 Fair Value Measurements HTML 95K
42: R23 Income Taxes HTML 154K
43: R24 Stock-Based Compensation HTML 108K
44: R25 Equity HTML 81K
45: R26 Noncontrolling Interests HTML 65K
46: R27 Other Operating Expense HTML 90K
47: R28 Earnings Per Common Share HTML 64K
48: R29 Commitments and Contingencies HTML 54K
49: R30 Supplemental Cash Flow Information HTML 60K
50: R31 Business Segments HTML 308K
51: R32 Related Party Transactions HTML 49K
52: R33 Subsequent Events HTML 48K
53: R34 Schedule III - SCHEDULE OF REAL ESTATE AND HTML 102K
ACCUMULATED DEPRECIATION
54: R35 Insider Trading Arrangements HTML 66K
55: R36 Business and Summary of Significant Accounting HTML 160K
Policies (Policies)
56: R37 Business and Summary of Significant Accounting HTML 161K
Policies (Tables)
57: R38 Prepaid and Other Current Assets (Tables) HTML 55K
58: R39 Property and Equipment (Tables) HTML 84K
59: R40 Leases (Tables) HTML 130K
60: R41 Goodwill and Other Intangible Assets (Tables) HTML 123K
61: R42 Acquisitions (Tables) HTML 64K
62: R43 Accrued Expenses (Tables) HTML 58K
63: R44 Long-Term Obligations (Tables) HTML 319K
64: R45 Other Non-Current Liabilities (Tables) HTML 51K
65: R46 Asset Retirement Obligations (Tables) HTML 54K
66: R47 Fair Value Measurements (Tables) HTML 87K
67: R48 Income Taxes (Tables) HTML 155K
68: R49 Stock-Based Compensation (Tables) HTML 105K
69: R50 Equity (Tables) HTML 78K
70: R51 Noncontrolling Interests (Tables) HTML 58K
71: R52 Other Operating Expense (Tables) HTML 91K
72: R53 Earnings Per Common Share (Tables) HTML 66K
73: R54 Supplemental Cash Flow Information (Tables) HTML 59K
74: R55 Business Segments (Tables) HTML 306K
75: R56 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 88K
POLICIES - Principles of Consolidation and Sale of
Mexico Fiber and Poland Subsidiary (Details)
76: R57 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 46K
POLICIES - Segments (Details)
77: R58 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 53K
POLICIES - Accounts Receivable and Deferred Rent
Asset (Details)
78: R59 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 51K
POLICIES - Changes in Allowances (Details)
79: R60 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 51K
POLICIES - Net Foreign Currency Losses (Details)
80: R61 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 57K
POLICIES - Adoption of Highly Inflationary
Accounting in Ghana (Details)
81: R62 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 53K
POLICIES - Cash, Cash Equivalents, And Restricted
Cash (Details)
82: R63 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 65K
POLICIES - Property and Equipment (Details)
83: R64 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 56K
POLICIES - Goodwill and Other Intangible Assets
(Details)
84: R65 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 61K
POLICIES - Asset Retirement Obligations (Details)
85: R66 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 52K
POLICIES - Other Comprehensive Income (Loss))
(Details)
86: R67 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 52K
POLICIES - Revenue Narrative (Details)
87: R68 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 98K
POLICIES - Disaggregation of Revenue (Details)
88: R69 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 59K
POLICIES - Schedule of Non-Lease Receivables
Contract Assets and Liabilities From Contracts
with Tenants (Details)
89: R70 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 46K
POLICIES - Rent Expense (Details)
90: R71 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 71K
POLICIES - Stock-Based Compensation (Details)
91: R72 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 50K
POLICIES - Retirement Plan (Details)
92: R73 Prepaid and Other Current Assets (Details) HTML 57K
93: R74 PROPERTY AND EQUIPMENT- Summary of Property and HTML 73K
Equipment (Details)
94: R75 PROPERTY AND EQUIPMENT - Narrative (Details) HTML 49K
95: R76 PROPERTY AND EQUIPMENT - Schedule of Finance Lease HTML 63K
Assets Included in Property Plant and Equipment
(Details)
96: R77 LEASES - Narrative (Details) HTML 80K
97: R78 LEASES - Future Minimum Rental Receipts Expected HTML 58K
Under Operating Leases (Details)
98: R79 LEASES - Information About Other Lease-related HTML 62K
Balances (Details)
99: R80 LEASES - Schedule of Weighted Average Lease Terms HTML 55K
And Discount Rates (Details)
100: R81 LEASES - Lease Costs (Details) HTML 48K
101: R82 LEASES - Supplemental Cash Flow Information HTML 59K
(Details)
102: R83 LEASES -Maturities Of Operating And Finance Leases HTML 92K
(Details)
103: R84 GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in HTML 92K
the Carrying Value of Goodwill (Details)
104: R85 GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative HTML 59K
(Details)
105: R86 GOODWILL AND OTHER INTANGIBLE ASSETS - Other HTML 70K
Intangible Assets Subject to Amortization
(Details)
106: R87 GOODWILL AND OTHER INTANGIBLE ASSETS - Expected HTML 55K
Future Amortization Expenses (Details)
107: R88 ACQUISITIONS - Schedule of Merger and Acquisition HTML 48K
Related Costs (Details)
108: R89 ACQUISITIONS - Narrative (Details) HTML 90K
109: R90 ACQUISITIONS - Schedule of Allocation of Purchase HTML 65K
Price for Asset Acquisitions (Details)
110: R91 Accrued Expenses (Details) HTML 64K
111: R92 LONG-TERM OBLIGATIONS - Schedule of Long-Term Debt HTML 332K
Obligations (Details)
112: R93 LONG-TERM OBLIGATIONS - Current Portion of HTML 122K
Long-Term Obligations and Bank Facilities
(Details)
113: R94 LONG-TERM OBLIGATIONS - Schedule of Credit HTML 85K
Facilities and Term Loans (Details)
114: R95 LONG-TERM OBLIGATIONS - Senior Notes (Details) HTML 132K
115: R96 LONG-TERM OBLIGATIONS - Key Terms Related to HTML 282K
Outstanding Senior Notes (Details)
116: R97 LONG-TERM OBLIGATIONS - Subsidiary Debt Narrative HTML 167K
(Details)
117: R98 LONG-TERM OBLIGATIONS - Schedule of India HTML 72K
Indebtedness (Details)
118: R99 LONG-TERM OBLIGATIONS - Schedule of Other HTML 72K
Subsidiary Debt (Details)
119: R100 LONG-TERM OBLIGATIONS - Finance Lease Obligations HTML 46K
Narrative (Details)
120: R101 LONG-TERM OBLIGATIONS - Maturities of Long Term HTML 61K
Debt (Details)
121: R102 Other Non-Current Liabilities (Details) HTML 50K
122: R103 ASSET RETIREMENT OBLIGATIONS - Schedule of HTML 58K
Carrying Value Of Asset Retirement Obligations
(Details)
123: R104 ASSET RETIREMENT OBLIGATIONS - Narrative (Details) HTML 45K
124: R105 FAIR VALUE MEASUREMENTS - Assets And Liabilities HTML 75K
Measured at Fair Value on a Recurring Basis
(Details)
125: R106 FAIR VALUE MEASUREMENTS - Narrative (Details) HTML 130K
126: R107 FAIR VALUE MEASUREMENTS - Fair Value of the HTML 57K
Individual Tower and Acquired Network Location
Intangible Assets Subject to Impairment (Details)
127: R108 FAIR VALUE MEASUREMENTS - Percentages of the Asset HTML 52K
Class that were Subject to Fair Value Measurement
and Subsequently Impaired (Details)
128: R109 FAIR VALUE MEASUREMENTS - Fair Value of Goodwill HTML 52K
(Details)
129: R110 INCOME TAXES - Income Tax Provision From HTML 66K
Continuing Operations (Details)
130: R111 INCOME TAXES - Narrative (Details) HTML 72K
131: R112 INCOME TAXES - Reconciliation Between The U.S. HTML 62K
Statutory Rate And The Effective Rate From
Continuing Operations (Details)
132: R113 INCOME TAXES - Domestic and Foreign Components Of HTML 54K
Income From Continuing Operations Before Income
Taxes (Details)
133: R114 INCOME TAXES - Components of the Net Deferred Tax HTML 85K
Asset and Related Valuation Allowance (Details)
134: R115 INCOME TAXES - Valuation Allowance Activity HTML 52K
(Details)
135: R116 INCOME TAXES - Net Operating Loss Carryforwards HTML 63K
Expire (Details)
136: R117 INCOME TAXES - Reconciliation of Unrecognized Tax HTML 65K
Benefits (Details)
137: R118 STOCK-BASED COMPENSATION - Narrative (Details) HTML 130K
138: R119 STOCK-BASED COMPENSATION - Summary of Stock-based HTML 56K
Compensation Expenses (Details)
139: R120 STOCK-BASED COMPENSATION - Summary of the HTML 99K
Company's Option Activity (Details)
140: R121 STOCK-BASED COMPENSATION - Schedule of Options HTML 77K
Outstanding (Details)
141: R122 STOCK-BASED COMPENSATION - Summary of RSUs and HTML 116K
PSUs (Details)
142: R123 EQUITY - Narrative (Details) HTML 73K
143: R124 EQUITY - Distributions Declared (Details) HTML 71K
144: R125 NONCONTROLLING INTERESTS - Narrative (Details) HTML 132K
145: R126 NONCONTROLLING INTERESTS - Schedule of Changes in HTML 83K
Noncontrolling Interest (Details)
146: R127 OTHER OPERATING EXPENSE - Schedule of Other HTML 54K
Operating Expenses (Details)
147: R128 OTHER OPERATING EXPENSE - Impairment Charges HTML 61K
(Details)
148: R129 OTHER OPERATING EXPENSE - India Impairments HTML 60K
(Details)
149: R130 OTHER OPERATING EXPENSE - Severance and Related HTML 59K
Costs by Operating Segments (Details)
150: R131 OTHER OPERATING EXPENSE - Unpaid Obligations for HTML 53K
Severance and Related Costs (Details)
151: R132 EARNINGS PER COMMON SHARE - Schedule Of Earnings HTML 69K
Per Basic And Diluted By Common Class (Details)
152: R133 EARNINGS PER COMMON SHARE - Schedule Of Shares HTML 48K
Excluded From Computation Of Earnings Per Share
(Details)
153: R134 Commitments and Contingencies (Details) HTML 70K
154: R135 Supplemental Cash Flow Information (Details) HTML 63K
155: R136 BUSINESS SEGMENTS - Narrative (Details) HTML 50K
156: R137 BUSINESS SEGMENTS - Summarized Segment Financial HTML 162K
Information (Details)
157: R138 BUSINESS SEGMENTS - Additional Information HTML 71K
Relating to the Company's Operating Segments
(Details)
158: R139 BUSINESS SEGMENTS - Summary of Geographic HTML 131K
Information (Details)
159: R140 BUSINESS SEGMENTS - Major Customers (Details) HTML 55K
160: R141 Subsequent Events (Details) HTML 86K
161: R142 Schedule III - SCHEDULE OF REAL ESTATE AND HTML 73K
ACCUMULATED DEPRECIATION - Schedule of Real Estate
and Accumulated Depreciation (Details)
162: R143 Schedule III - SCHEDULE OF REAL ESTATE AND HTML 98K
ACCUMULATED DEPRECIATION - Activity of Real Estate
and Accumulated Depreciation (Details)
164: XML IDEA XML File -- Filing Summary XML 308K
167: XML XBRL Instance -- amt-20231231_htm XML 5.87M
163: EXCEL IDEA Workbook of Financial Report Info XLSX 396K
16: EX-101.CAL XBRL Calculations -- amt-20231231_cal XML 400K
17: EX-101.DEF XBRL Definitions -- amt-20231231_def XML 1.90M
18: EX-101.LAB XBRL Labels -- amt-20231231_lab XML 3.84M
19: EX-101.PRE XBRL Presentations -- amt-20231231_pre XML 2.67M
15: EX-101.SCH XBRL Schema -- amt-20231231 XSD 429K
165: JSON XBRL Instance as JSON Data -- MetaLinks 946± 1.46M
166: ZIP XBRL Zipped Folder -- 0001053507-24-000011-xbrl Zip 1.07M
| HTML |
Exhibit 97
AMERICAN TOWER CORPORATION COMPENSATION RECOVERY POLICY
1. Purpose. This Policy (defined in Section 3) describes the circumstances in which each Executive Officer (defined in Section 3) must repay or return Erroneously Awarded Compensation (defined in Section 3) to members of the Company Group (defined in Section 3) in accordance with the Clawback Rules (defined in Section 3). Each Executive Officer will be required to sign and return to the Company the Acknowledgement Form attached as Exhibit A pursuant to which that Executive Officer will acknowledge that they are bound by the terms of this Policy; provided, however, that this Policy will apply to, and be enforceable against, any Executive Officer and their successors (as specified in Section 11) regardless of whether that Executive Officer (a) properly signs and returns to the Company the Acknowledgement Form or (b) is aware of their status as an Executive Officer. This Policy is designed to comply with the Clawback Rules.
2. Administration. Except as specifically set forth herein, this Policy will be administered by the Committee (defined in Section 3) unless the Board determines to administer this Policy itself. Any determinations made by the Board and/or the Committee will be final and binding on all affected individuals and need not be uniform with respect to each individual covered by this Policy. Subject to any limitation under applicable law, the Board and/or the Committee may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
3. Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a) “Accounting Restatement” shall mean an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including (i) any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement); or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement).
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Clawback Eligible Incentive Compensation” shall mean, with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such individual is serving as an Executive Officer at the time the Erroneously Awarded Compensation is required to be repaid to the Company Group), all Incentive-based Compensation Received by such individual: (i) on or after the Effective Date; (ii) after beginning service as an Executive Officer; (iii) while the Company has a class of securities listed on the NYSE (or any other U.S. national securities exchange or a national securities association); and (iv) during the applicable Clawback Period.
(d) “Clawback Period” shall mean, with respect to any Accounting Restatement, the three (3) completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of fewer than nine (9) months within or immediately following those three (3) completed fiscal years.
(e) “Clawback Rules” shall mean Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC thereunder (including Rule 10D-1 under the Exchange Act), the NYSE (including Section 303A.14 of the NYSE Listed Company Manual) or the rules of any other U.S. national securities exchange or national securities association on which the Company’s securities are listed, in each case as may periodically be in effect.
(f) “Committee” shall mean the Compensation Committee of the Board, or any other committee designated by the Board to administer the Policy, and in the absence of such a committee, a majority of the independent directors serving on the Board.
(g) “Company” shall mean American Tower Corporation.
(h) “Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(i) “Effective Date” shall mean the effective date of the applicable NYSE listing standard issued pursuant to Rule 10D-1 under the Exchange Act.
(j) “Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Clawback Eligible Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(k) “Executive Officer” shall mean any individual who is (or was at any time during the applicable Clawback Period) an “officer” of the Company within the meaning of Rule 16a-1(f) under the Exchange Act and an “executive officer” of the Company within the meaning of Rule 3b-7 under the Exchange Act as determined annually by the Board.
(l) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(m) “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
(n) “Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(o) “Impracticable” shall mean, in accordance with the good faith determination of the Committee that either: (i) the direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such reasonable attempt(s) and provided such documentation to the NYSE (or another U.S. national securities exchange or national securities association on which the Company’s securities are listed); (ii) recovery would violate the Company’s home country law where that law was adopted prior to November 28, 2022, provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to the NYSE (or another U.S. national securities exchange or national securities association on which the Company’s securities are listed), that recovery would result in such a violation and a copy of the opinion is provided to the NYSE (or another U.S. national securities exchange or national securities association on which the Company’s securities are listed); or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
(p) “Method of Recovery” shall include, but is not limited to: (i) requiring reimbursement of Erroneously Awarded Compensation; (ii) seeking recovery of any gain realized
on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (iii) offsetting the Erroneously Awarded Compensation from any compensation otherwise owed by the Company to the Executive Officer; (iv) cancelling outstanding vested or unvested equity awards; and (v) taking any other remedial and recovery action permitted by applicable law, as determined by the Committee.
(q) “NYSE” shall mean the New York Stock Exchange.
(r) “Policy” shall mean this Compensation Recovery Policy, as the same may be periodically amended or restated.
(s) “Received” shall, with respect to any Incentive-based Compensation, mean deemed receipt and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting condition shall be considered received when the Financial Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be subject to the service-based vesting condition.
(t) “Restatement Date” shall mean the earlier to occur of: (i) the date the Board, a committee of the Board or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(u) “SEC” shall mean the U.S. Securities and Exchange Commission.
4. Repayment of Erroneously Awarded Compensation.
(a) In the event the Company is required to prepare an Accounting Restatement, the Committee shall reasonably promptly (in accordance with the applicable Clawback Rules) determine the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall reasonably promptly thereafter provide each Executive Officer with written notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Clawback Eligible Incentive Compensation based on stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Clawback Eligible Incentive Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the NYSE (or another U.S. national securities exchange or national securities association on which the Company’s securities are listed)). The Committee is authorized to engage, on behalf of the Company, any third-party advisors it deems advisable in order to perform any calculations contemplated by this Policy. For the avoidance of doubt, recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting Restatement.
(b) In the event that any repayment of Erroneously Awarded Compensation is owed to the Company, the Committee shall, or shall cause one or more other members of the Company Group to, recover reasonably promptly the Erroneously Awarded Compensation through any Method of Recovery it deems appropriate through its broad discretion based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. For the avoidance of doubt, except to the extent permitted pursuant to the Clawback Rules, in no event may the Company Group accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction
of an Executive Officer’s obligations hereunder. Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated in this Section 4(b) if the Committee determines in good faith that recovery would be Impracticable. In implementing the actions contemplated in this Section 4(b), the Committee will act in accordance with the listing standards and requirements of the NYSE (or the rules of another U.S. national securities exchange or national securities association on which the Company’s securities are listed) and with the applicable Clawback Rules. Subject to the discretion of the Committee, an applicable Executive Officer may be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering Erroneously Awarded Compensation in accordance with this Section 4(b).
5. Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of U.S. federal securities laws, including any disclosure required by applicable SEC rules.
6. Indemnification Prohibition. No member of the Company Group shall be permitted to indemnify any Executive Officer against the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy and/or pursuant to the Clawback Rules, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officer to cover any such loss under this Policy and/or pursuant to the Clawback Rules. Further, no member of the Company Group shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date). Any such purported indemnification (whether oral or in writing) shall be null and void.
7. Interpretation. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of the Clawback Rules. The terms of this Policy shall also be construed and enforced in such a manner as to comply with applicable law, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and any other law or regulation that the Committee determines is applicable. In the event any provision of this Policy is determined to be unenforceable or invalid under applicable law, such provision shall be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required by applicable law.
8. Effective Date. This Policy shall be effective as of the Effective Date.
9. Amendment; Termination. The Committee shall review this Policy no less frequently than annually, and may modify or amend this Policy, in whole or in part, from time to time in its discretion and shall amend any or all of the provisions of this Policy as it deems necessary, including as and when it determines that it is legally required by the Clawback Rules or any federal securities law, SEC rule, NYSE rule or the rule of any other U.S. national securities exchange or national securities association on which the Company’s securities are listed. The Committee may terminate this Policy at any time. Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate the Clawback Rules, or any federal securities law, SEC rule, NYSE rule or the rule of any other U.S. national securities exchange or national securities association on which the Company’s securities are listed. Furthermore, unless otherwise determined by the Committee or as otherwise amended, this Policy shall automatically be deemed amended in a manner necessary to comply with any change in the Clawback Rules.
10. Other Recoupment Rights; No Additional Payments. The Committee intends that this Policy will be applied to the fullest extent permitted by applicable law. The Committee may require that any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide
by the terms of this Policy. Executive Officers shall be deemed to have accepted continuing employment on terms that include compliance with the Policy, to the extent of its otherwise applicable provisions, and to be contractually bound by its enforcement provisions. Executive Officers who cease employment or service with the Company Group shall continue to be bound by the terms of the Policy with respect to Clawback Eligible Incentive Compensation. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, cash-based bonus plan, equity award agreement or similar agreement and any other legal remedies available to the Company Group. To the extent that an Executive Officer has already reimbursed the Company for any Erroneously Awarded Compensation Received under any duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited to the amount of Erroneously Awarded Compensation that is subject to recovery under this Policy, as determined by the Administrator in its sole discretion. Nothing in this Policy precludes the Company from implementing any additional clawback or recoupment policies with respect to Executive Officers or any other service provider to the Company Group. Application of this Policy does not preclude the Company Group from taking any other action to enforce any Executive Officer’s obligations to the Company or the Company Group, including termination of employment or institution of civil or criminal proceedings or any other remedies that may be available to the Company or Company Group with respect to any Executive Officer.
11. Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, estates, heirs, executors, administrators or other legal representatives to the extent required by the Clawback Rules or as otherwise determined by the Committee.
Exhibit A
AMERICAN TOWER CORPORATION COMPENSATION RECOVERY POLICY
ACKNOWLEDGEMENT FORM
By signing below, the undersigned executive officer (the “Executive Officer”) acknowledges and confirms receipt and review of the American Tower Corporation Compensation Recovery Policy (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the Executive Officer acknowledges and agrees as follows:
(a) the Executive Officer is and will continue to be subject to the Policy and that the Policy will apply both during and after the Executive Officer’s employment with the Company Group;
(b) to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award agreement or similar agreement that the Executive Officer is a party to with the Company Group;
(c) the Executive Officer shall abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation to the Company Group to the extent required by, and in a manner permitted by, the Policy;
(d) any amounts payable to the Executive Officer, including any Incentive-based Compensation shall be subject to the Policy as may be in effect and modified from time to time in the sole discretion of the Company or as required by applicable law or the requirements of an exchange on which the Company’s shares are listed for trading, and that such modification will be deemed to amend this acknowledgment;
(e) the Company Group may recover compensation paid to the Executive Officer through any Method of Recovery the Committee deems appropriate, and the Executive Officer agrees to comply with any request or demand for repayment by the Company Group in order to comply with the Policy; and
(f) the Company Group may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the Executive Officer by any amount to be recovered by the Company Group pursuant to the Policy to the extent such amount has not been returned by the Executive Officer to the Company Group prior to the date that any subsequent amount becomes payable to the Executive Officer.
**Remainder of Page Intentionally Left Blank – Signature Page Follows**
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Signature page to American Tower Corporation Compensation Recovery Policy Acknowledgement Form
| This ‘10-K’ Filing | Date | Other Filings | ||
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| Filed on: | 2/27/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/05/24 American Tower Corp./MA 424B2 2:812K Donnelley … Solutions/FA 3/04/24 American Tower Corp./MA 424B5 1:791K Donnelley … Solutions/FA |