Kelly C. Chambliss
About Kelly C. Chambliss
Kelly C. Chambliss, age 54, is an independent director of American Tower since March 2022. She serves as Senior Vice President of IBM Consulting in the Americas and previously was Global COO and Senior Vice President for IBM Consulting, having joined IBM via PwC Consulting where she was a Partner . Her qualifications include extensive management, international and cybersecurity experience, prior public company board experience, and knowledge of data center operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Consulting | Senior Vice President, Americas | Current (as of 2025) | Senior leadership of regional consulting operations |
| IBM Consulting | Global Chief Operating Officer; Senior Vice President | Prior to current role | Global operations leadership |
| PwC Consulting | Partner | Prior to IBM acquisition | Joined IBM through PwC Consulting acquisition |
| CoreSite Realty Corporation | Director | 2016–2021 | Past public company board; data center operations knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IBM Consulting | Senior Vice President, Americas | Current | Large-cap global technology services leadership |
| CoreSite Realty Corporation | Director | 2016–2021 | Past public company directorship |
| Other Public Company Boards | None | — | AMT proxy lists none as of 2024 |
Board Governance
- Committee assignments: Compensation Committee member (May 2022–present); the committee met 5 times in 2024; Chair is Grace D. Lieblein .
- Independence: Board determined Ms. Chambliss is independent under NYSE rules; as an IBM executive, she recuses from deliberations involving IBM; payments to/from IBM were below the greater of $1 million or 2% of each party’s revenue in FY2024 .
- Attendance: In 2024 the Board held 4 regular and 6 special meetings; each director (except Mr. Ray) attended at least 75% of Board and committee meetings—Chambliss met this threshold .
- Years of service: Independent Director since March 2022 .
- Executive sessions: Independent directors meet in executive session regularly as part of governance practice .
Fixed Compensation
| Element ($) | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer | $100,000 | $100,000 |
| Compensation Committee Member Fee | $15,000 | $15,000 |
| Chair Fees (Board/Committee) | N/A (not a chair) | N/A (not a chair) |
| Total Fees Earned or Paid in Cash | $115,000 | $115,000 |
Standard director fee schedule (as of 12/31/2024): $100,000 annual cash retainer; Board Chair additional $125,000; Audit Committee Chair $25,000, Member $15,000; Compensation Committee Chair $15,000, Member $15,000; Nominating Committee Chair $10,000, Member $10,000 .
Performance Compensation
| RSU Grant Detail | 2023 | 2024 |
|---|---|---|
| Grant Date | 3/10/2023 | 3/11/2024 |
| RSUs Granted (#) | 1,072 | 1,089 |
| Grant Date Closing Price | $191.27 | $206.75 |
| Aggregate Grant-Date Fair Value | $205,041 | $225,151 |
| Vesting Schedule | Time-based; vests fully at 1-year for director RSUs | Time-based; vests fully at 1-year for director RSUs |
| Stock Options Granted | None | None |
| Unvested RSUs as of 12/31 | 2023 | 2024 |
|---|---|---|
| Unvested RSUs (#) | 1,072 | 1,089 |
| Market Value | $231,423 (price $215.88 on 12/29/2023) | $199,733 (price $183.41 on 12/31/2024) |
- Performance metrics: No performance-based equity for non-management directors; RSUs are time-based (vest on 1-year anniversary). PSU/metrics (AFFO per share, ROIC, relative TSR) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship | Status/Handling | Notes |
|---|---|---|---|
| IBM Consulting | SVP at IBM Consulting | Independent; recuses from IBM-related deliberations; payments to/from IBM below NYSE/Guideline thresholds in 2024 | Board found independence under Section 303A.02 NYSE |
| CoreSite Realty Corporation | Director (past) | 2016–2021 | Data center operations experience |
| Current Public Company Boards | None | — | As listed in proxy summary |
Expertise & Qualifications
- Extensive management, international and cybersecurity experience; prior public company board experience (CoreSite); knowledge of data center operations .
- Skills matrix indicates competencies in executive leadership, strategy, operations/management, international/global operations, public company board, risk management, and cybersecurity/information systems .
Equity Ownership
| Ownership Item | As of Date | Amount |
|---|---|---|
| Beneficial Ownership (Shares) | 3/17/2025 | 2,161 shares; less than 1% of outstanding |
| Unvested RSUs Outstanding | 12/31/2024 | 1,089 RSUs; market value $199,733 at $183.41 |
| Options Outstanding | 12/31/2024 | None for non-management directors |
| Ownership Guidelines | Ongoing | Directors must hold ≥5× annual cash retainer; actual shares and unvested RSUs count; all directors met or are within the timeframe as of 3/17/2025 |
| Hedging/Pledging | Policy | Prohibited for directors and employees |
Governance Assessment
- Independence and conflict controls: Despite an external executive role at IBM Consulting, Chambliss is deemed independent; recusal protocols and transaction materiality thresholds (payments < greater of $1M or 2% of each party’s revenue) mitigate conflict risk, supporting investor confidence .
- Committee effectiveness: Active member of the Compensation Committee (5 meetings in 2024), overseeing clawback policy implementation, stock ownership guidelines, equity plan administration, and say-on-pay disclosures, indicating engagement in pay governance .
- Attendance/engagement: Met ≥75% attendance threshold for Board and committee meetings in 2024, a baseline indicator of engagement .
- Pay alignment for directors: Mix of modest cash retainer plus time-based RSUs aligns director interests with shareholders while avoiding performance metric gaming; no options or meeting fees disclosed; anti-hedging/pledging policy strengthens alignment .
- Shareholder support signal: 2025 say-on-pay received 378,040,886 “For” votes vs. 22,168,168 “Against,” with director nominees (including Chambliss: 398,343,068 “For”) elected—indicating broad investor support of governance and pay programs .
RED FLAGS: None disclosed specific to Chambliss (no related-party transactions beyond IBM’s immaterial payments; no pledging; attendance meets threshold; not a chair receiving additional fees) .