Gene Reilly
About Gene Reilly
Independent non‑employee director of American Tower Corporation (AMT), elected August 22, 2025, and appointed to the Compensation Committee . He brings 40 years of real estate investment and operating experience, including Vice Chairman and prior CIO/CEO roles at Prologis across the Americas . Current AMT standing committees are composed solely of independent directors; Reilly serves on the Compensation Committee under this framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prologis, Inc. | Vice Chairman; Advisor | Advisor through Apr 2024; Vice Chairman prior | Senior leadership across portfolio strategy; Americas operations oversight |
| Prologis, Inc. | Chief Investment Officer | 2019–2023 | Led global investment decisions and capital deployment |
| Prologis, Inc. | Chief Executive, Americas | 2011–2019 | Oversaw U.S., Canada, Latin America operations |
| Cabot Properties, Inc. | Founding Partner; Chief Investment Officer | Prior to 2003 | Investment committee and board participation at private industrial real estate firm |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| FIBRA Prologis | Technical Committee Member | Prior | Governance/oversight at Mexican industrial REIT |
| NAIOP (National Association of Industrial and Office Properties) | Board of Directors; Executive Committee Member | Prior | Industry advocacy and standards |
Board Governance
- Election and Committee: Elected to AMT’s Board August 22, 2025; member of Compensation Committee effective immediately .
- Committee composition: AMT’s standing committees (Audit, Compensation, Nominating) are composed solely of independent directors; Compensation Committee mandate includes executive and director pay oversight, clawback policy administration, and stock ownership guidelines .
- Meeting cadence: In 2024, the Board held four regular and six special meetings; independent directors meet in executive sessions around regular meetings .
- Independence framework: AMT applies NYSE bright‑line tests plus Board determinations; independence guidelines include recusal where affiliated companies interact with AMT .
Fixed Compensation
AMT’s standard non‑employee director compensation (Reilly will receive “standard compensation for non‑employee directors”) :
| Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $100,000 | Standard for Board service as of Dec 31, 2024 |
| Chairperson Additional Payment | $125,000 | Paid to Board Chair (not applicable to Reilly unless designated) |
| Audit Committee – Chair | $25,000 | Additional annual fee |
| Audit Committee – Member | $15,000 | Additional annual fee |
| Compensation Committee – Chair | $15,000 | Additional annual fee |
| Compensation Committee – Member | $15,000 | Additional annual fee (applicable to Reilly) |
| Nominating Committee – Chair | $10,000 | Additional annual fee |
| Nominating Committee – Member | $10,000 | Additional annual fee |
Director equity program:
- On March 11, 2024, AMT granted each non‑management director 1,089 RSUs, vesting fully one year from grant; RSUs are the standard director equity instrument .
- No stock option awards were granted to directors in 2024 .
Performance Compensation
AMT directors receive time‑based RSUs; there are no disclosed performance metrics tied to director equity awards (PSUs are used for executives, not directors) .
| Component | Metric | Weight | Vesting/Measurement |
|---|---|---|---|
| Director RSUs | None (time‑based) | N/A | Fully vest at one‑year anniversary of grant |
Other Directorships & Interlocks
- Prior executive role at Prologis (industrial REIT) and FIBRA Prologis technical committee; no AMT disclosure of current public company directorships for Reilly beyond AMT .
- AMT independence policy permits directors affiliated with companies that do business with AMT if payments are below materiality thresholds and the director recuses from relevant deliberations .
Expertise & Qualifications
- Deep real estate investment, capital allocation, and portfolio strategy expertise across the Americas; leadership of large operating platforms .
- Experience on industry governance bodies (NAIOP; FIBRA Prologis technical committee) .
- Aligns with AMT Board’s desired skills in investment/capital allocation, strategy, operational management, and international exposure .
Equity Ownership
- Stock Ownership Guidelines: non‑management directors are expected to beneficially own AMT stock equal to 5× the annual cash retainer; directors have five years from appointment to reach the target, counting actual shares and unvested RSUs; anti‑hedging and anti‑pledging policies apply .
- Compliance status for Reilly is not disclosed (joined in August 2025; guidelines provide a five‑year compliance window) .
Governance Assessment
- Board refreshment and succession: Reilly’s appointment adds seasoned REIT investment and operations expertise, consistent with AMT’s ongoing Board refreshment and skills matrix approach .
- Committee fit: Placement on the Compensation Committee leverages his capital allocation and governance background; the Committee oversees executive pay policies, clawbacks, ownership guidelines, and risks in compensation programs .
- Shareholder signals: AMT’s say‑on‑pay support averaged >96% over the past three years, indicating investor confidence in compensation governance; 2024 say‑on‑pay approval exceeded 96% .
- Policies mitigating conflicts and misalignment:
- Related‑party transaction review/approval by Nominating Committee, with prohibition if inconsistent with stockholder interests .
- Anti‑hedging/anti‑pledging policies for directors and employees .
- Independent Chair and independent standing committees; regular executive sessions .
RED FLAGS assessed:
- No disclosed related‑party transactions involving Reilly; AMT policy and recusal framework reduce conflict risk .
- No director options or repricing; director equity is in RSUs with one‑year vesting, limiting complex performance gaming .
- Anti‑hedging/pledging practices mitigate alignment concerns .
Overall, Reilly’s REIT investment/operator background strengthens board effectiveness in capital allocation and portfolio optimization while AMT’s governance policies (independent committees, clawbacks, ownership guidelines, and shareholder‑supported pay framework) support investor confidence .