Craig Macnab
About Craig Macnab
Independent director at American Tower since December 2014; age 69. Former CEO and Chairman of National Retail Properties (REIT) with extensive REIT leadership and capital allocation experience; previously CEO/President at JDN Realty and director roles at DDR Corp. and Eclipsys. Tenure on AMT’s board: 10 years as of April 2, 2025. Education not disclosed in AMT proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Retail Properties, Inc. | CEO; Chairman of the Board | CEO: Feb 2004–Apr 2017; Chair: Feb 2008–Apr 2017 | Led public REIT; strategic and financial oversight |
| JDN Realty Corporation | CEO, President, Director | Apr 2000–Mar 2003 | REIT leadership; operations and governance |
| DDR Corp. | Director | Not disclosed | Board governance experience |
| Eclipsys Corporation | Director | Not disclosed | Board governance experience |
| Cadillac Fairview Corp. Ltd. (Ontario Teachers’ Pension Plan subsidiary) | Director; Chair of Governance Committee | Not disclosed | Governance leadership at private real estate company |
External Roles
| Company | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Independence Realty Trust, Inc. | Director | 2024–present | Public REIT (multifamily) |
| VICI Properties, Inc. | Director | 2017–present | Public REIT (gaming) |
Board Governance
- Committee assignments at AMT: Compensation Committee member (May 2018–present; Committee Chair May 2019–May 2024); prior Audit Committee member (Dec 2014–Dec 2019).
- Independence: Board determined Macnab has no material relationship with the Company and is independent under NYSE rules. 10 of 11 director nominees are independent.
- Attendance/Engagement: In 2024 the Board held 4 regular and 6 special meetings; each director (except recently elected Ray) attended at least 75% of Board and applicable committee meetings. Executive sessions are typically scheduled around each regular meeting.
- Board refreshment and overboarding policy: Directors may serve on ≤4 public company boards (including AMT); Nominating Committee reviews outside directorships and periodically rotates committee chairs (new chairs appointed in 2024). Macnab’s current total public boards (AMT + 2) are within policy.
Fixed Compensation
- Standard non-management director compensation (as of Dec 31, 2024): $100,000 annual cash retainer; Committee fees—Audit: Chair $25,000/Member $15,000; Compensation: Chair $15,000/Member $15,000; Nominating: Chair $10,000/Member $10,000; Additional annual payment to Board Chairperson $125,000.
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 130,000 | 205,041 | 335,041 |
| 2024 | 122,500 | 225,151 | 347,651 |
Notes:
- 2024 stock awards reflect grant of 1,089 RSUs to each non-management director on March 11, 2024 (vest on one-year anniversary). Grant date fair value calculated using $206.75 closing price on grant date.
- AMT does not pay meeting fees to directors.
Performance Compensation
Directors receive time-based RSUs (no performance metrics); RSUs vest in full one year from grant date.
| Grant | Grant Date | RSUs Granted (#) | Vesting Type | Vesting/Settlement Date | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Annual director RSU | 3/10/2023 | 1,072 | Time-based (1/1 yr) | 3/10/2024 | 205,041 |
| Annual director RSU | 3/11/2024 | 1,089 | Time-based (1/1 yr) | 3/11/2025 | 225,151 |
Unvested RSUs (12/31/2024):
- 1,089 units; market value $199,733 using $183.41 closing price on 12/31/2024.
Policy features relevant to incentives and governance:
- Anti-hedging and anti-pledging policy for employees and directors; clawback policy applies to erroneously awarded incentive-based compensation (executives).
Other Directorships & Interlocks
- Current public company boards: Independence Realty Trust (REIT); VICI Properties (REIT). No disclosed related-party transactions or material relationships involving Macnab; independence affirmed.
- AMT reviews and approves related party transactions; 2024 example involved Ligado (CFO’s family relation), not Macnab.
Expertise & Qualifications
- Executive leadership in publicly traded REITs; finance/accounting; capital allocation; public company board experience; risk management.
- Skills matrix lists Macnab across executive leadership, investment/capital allocation, strategy, REIT experience, operations/management, finance/accounting, international operations, public company board, and risk management.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Craig Macnab | 13,050 | <1% | As of record date March 17, 2025; includes “presently vested equity” due within 60 days per SEC rules if applicable. |
Unvested RSUs at year-end:
- 1,089 RSUs (granted 3/11/2024); market value $199,733 at 12/31/2024 closing price $183.41.
Ownership alignment:
- Director stock ownership guideline: 5× annual cash retainer; compliance asserted for all non-management directors as of March 17, 2025 (or within the guideline timeframe). Hedging and pledging prohibited.
Governance Assessment
-
Strengths
- Deep REIT operating and governance experience; prior committee leadership (Compensation Chair 2019–2024) enhances board effectiveness.
- Independence affirmed; no Macnab-specific related party exposure disclosed.
- Solid engagement: attendance at ≥75% of Board and committee meetings; Board uses executive sessions and annual evaluations with independent consultant.
- Ownership alignment via robust stock ownership guidelines; anti-hedging/anti-pledging policy.
-
Watch items
- Multiple external REIT directorships (IRT, VICI) require ongoing Nominating Committee oversight to avoid conflicts; currently within AMT’s overboarding limit and independence framework (recusal where relevant).
- Compensation Committee leadership transitioned in May 2024; continuity of oversight should be monitored (now chaired by Grace Lieblein).
-
Investor confidence signals (board-wide)
- High say-on-pay support: >96% approval at 2024 Annual Meeting; long-term use of quantitative metrics and TSR in executive PSUs post-investor feedback.
-
RED FLAGS
- None disclosed specific to Macnab (no hedging/pledging, no related-party transactions, independent status affirmed).