Bruce L. Tanner
About Bruce L. Tanner
Bruce L. Tanner (age 66) is an independent director of American Tower Corporation (AMT) since September 2019 and currently serves as Chair of the Audit Committee. He was Executive Vice President and Chief Financial Officer of Lockheed Martin Corporation from 2007 to 2019, with prior finance leadership roles across Aeronautics and Electronic Systems, which positions him as a financial expert with deep oversight and risk experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | EVP & CFO | Sep 2007–Feb 2019 | Led finance, capital allocation, complex transactions; cybersecurity oversight in large-cap environment |
| Lockheed Martin Aeronautics | VP Finance & Business Operations | Apr 2006–Sep 2007 | Operational finance leadership in aeronautics |
| Lockheed Martin Electronic Systems | VP Finance & Business Operations | May 2002–Mar 2006 | Business operations and finance leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Truist Financial Corporation | Independent Director | 2015 (SunTrust)–present (Truist since 2019) | Audit Committee (Member), Compensation & Human Capital Committee (Member) |
Board Governance
- Committee assignments: Audit Committee Chair (appointed May 2024); the Audit Committee met 8 times in 2024 and oversees financial reporting, internal controls, audit firm engagement, fraud risk assessment, and risk policies including cybersecurity and AI deployment .
- Independence: The Board determined 10 of 11 nominees are independent; specifically, Tanner had no relationship with AMT other than as director/stockholder and is independent under NYSE standards .
- Attendance: In 2024 the Board held 4 regular and 6 special meetings; each director (except Mr. Ray, newly elected) attended at least 75% of Board and relevant committee meetings, indicating robust engagement .
- Executive sessions and oversight: Independent directors meet in executive session; the Audit Committee chair reports risk items (audit, accounting, cybersecurity, AI) to the full Board, supporting effective oversight of material risks .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard non-management director retainer |
| Committee Chair Fee (Audit) | $25,000 | Audit Committee chair premium |
| Committee Member Fees | Audit $15,000; Compensation $15,000; Nominating $10,000 | Per committee service |
| Equity Grant (RSUs) | 1,089 RSUs (granted 3/11/2024); fair value $206.75 per share | Vests and settles in shares on 1-year anniversary; grant based on prior performance and expected contributions |
| 2024 Actual Compensation (Bruce L. Tanner) | Cash: $127,500; Stock Awards: $225,151; Total: $352,651 | Stock award grant-date valuation methodology disclosed |
Performance Compensation
- Directors do not receive performance-conditioned equity (no PSUs or options in 2024); AMT’s director equity is time-based RSUs vesting after one year. No revenue/EBITDA/TSR metrics apply to non-management director compensation .
Other Directorships & Interlocks
| Company | Relationship to AMT | Interlock/Conflict Considerations |
|---|---|---|
| Truist Financial Corporation | Financial services; not an AMT customer disclosed | AMT’s independence review noted Tanner had no material relationship with AMT; no related-party transactions disclosed involving Tanner . |
Expertise & Qualifications
- Finance/Accounting and Audit Committee financial expert; extensive capital markets and transaction execution experience .
- Risk management and cybersecurity oversight experience from large-cap, global operations .
- Public company board experience; Audit chair role at AMT supports board effectiveness in financial oversight .
Equity Ownership
| Ownership Item | Amount | Date/Terms |
|---|---|---|
| Total Beneficial Ownership (Common Shares) | 4,675 | As of March 17, 2025; reported in Security Ownership table |
| Unvested RSUs | 1,089 | Grant date 3/11/2024; vests after one year |
| Market Value of Unvested RSUs | $199,733 | Based on $183.41 closing price on 12/31/2024 |
| Ownership Guidelines | Directors must hold 5x annual cash retainer; all directors met or are within timeframe for compliance as of March 17, 2025 | Policy and compliance status disclosed |
Insider Trades
| Date | Form | Summary/Notes | Source |
|---|---|---|---|
| 03/12/2025 | Form 4 | Filing reflecting director equity activity consistent with annual grant/vesting schedule | |
| 03/14/2023 | Form 4 | Filing of changes in beneficial ownership (director equity activity) | |
| 04/2022 | Form 4 | Filing of changes in beneficial ownership (director equity activity) |
Governance Assessment
- Strengths: Independent Audit Committee Chair with CFO pedigree; clear chartered oversight of audit, cybersecurity and AI risk; robust engagement (≥75% attendance); stringent anti-hedging/anti-pledging policy; double-trigger equity vesting; no tax gross-ups; related-party approval policy overseen by Nominating Committee .
- Alignment: Director pay mix balances cash and equity (2024 cash $127.5k, equity $225.2k); stock ownership guidelines at 5x retainer; directors in compliance/timeframe, supporting skin-in-the-game .
- Shareholder signals: Say-on-pay support averaged >96% over past 3 years—indicative of investor confidence in compensation governance .
- Potential red flags: None disclosed specific to Tanner; independence affirmed; no related-party transactions involving him; no attendance or committee overboarding issues noted (policy against over-boarding in place) .
Overall, Tanner’s audit chairmanship, financial expertise, and independence support board effectiveness and investor confidence at AMT, with no disclosed conflicts or compensation anomalies .