Rajesh Kalathur
About Rajesh Kalathur
Rajesh Kalathur, 56, was appointed as an independent director of American Tower Corporation in February 2025 and serves on the Audit Committee. He is President of John Deere Financial and Chief Information Officer of Deere & Company; previously, he served as CFO of Deere & Company, bringing 27+ years of experience across finance, IT, operations, and sales/marketing . The Board determined he has no material relationship with AMT and is “independent” under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | Chief Information Officer; previously Chief Financial Officer | — | Financial, operational, and digital transformation expertise |
| John Deere Financial | President | — | Leadership of large financial services business |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John Deere Capital Corporation | Director | — | Financial oversight |
| Iowa Business Council | Vice Chair | — | Business leadership and policy engagement |
| Other public company boards | None | — | — |
Board Governance
- Committee assignments: Audit Committee member since February 2025; the Audit Committee met 8 times in 2024 (he did not attend 2024 meetings given appointment date) .
- Audit Committee qualifications: All members are audit committee financial experts and independent under Exchange Act Rule 10A‑3 .
- Independence: The Board determined Kalathur (and other cited directors) had no relationships with the Company other than being a director and/or stockholder .
- Board meetings and attendance: In 2024, the Board held 4 regular and 6 special meetings; each director attended at least 75% of aggregate Board/committee meetings except Mr. Ray (recently elected) .
- Executive sessions: Independent directors meet in executive sessions around regular Board/committee meetings .
- Chairperson: Independent Chair Pamela D. A. Reeve; Board leadership reviewed periodically by the Nominating Committee .
Fixed Compensation
| Compensation Element | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑management directors) | $100,000 | Standard arrangement as of Dec 31, 2024 |
| Additional annual payment to Chairperson | $125,000 | Chair premium |
| Committee chair fees | Audit: $25,000; Compensation: $15,000; Nominating: $10,000 | Per committee |
| Committee member fees | Audit: $15,000; Compensation: $15,000; Nominating: $10,000 | Per committee |
| Equity grant (directors) | 1,089 RSUs granted Mar 11, 2024; 1‑year vest | Grant based on prior year performance/expected contributions |
Note: Kalathur joined the Board in Feb 2025; the 2024 director compensation table predates his service (no 2024 awards shown for him) .
Performance Compensation
| Metric | Program | Weighting | Payout Framework |
|---|---|---|---|
| Cumulative Attributable AFFO per Share (non‑GAAP) | Executive PSUs | 50% | Based on 3‑year performance |
| Average ROIC (non‑GAAP) | Executive PSUs | 30% | Based on 3‑year performance |
| Relative TSR vs. S&P 500 REIT constituents | Executive PSUs | 20% | 0% below 35th percentile; 50% at 35th; 100% >55th; 200% >70th; capped at target if absolute TSR negative |
Directors receive time‑based RSUs; performance metrics above apply to executive long‑term incentives overseen by the Board’s Compensation Committee .
Other Directorships & Interlocks
| Company | Relationship | Potential Conflict Assessment |
|---|---|---|
| Public company boards | None | No interlocks or conflicts disclosed |
| Related‑party transactions | None involving Kalathur disclosed | AMT policy requires Nominating Committee review/approval of related‑party transactions >$120k; 2024 disclosure relates to Ligado/Smith (CFO’s brother) and was ratified; no Kalathur ties |
Expertise & Qualifications
- Financial expertise; operational, leadership and strategic experience in U.S. and international markets; significant IT/digital transformation knowledge .
- Skills matrix indicates finance/accounting, risk management, cybersecurity/information systems competencies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Rajesh Kalathur | 171 | <1% | Beneficial ownership per SEC rules; includes “presently vested equity” if any within 60 days |
| Stock ownership guideline (directors) | 5x annual cash retainer | Compliance | Each director met target or is within the 5‑year timeframe; new directors have 5 years to comply |
| Hedging/pledging policy | Prohibited | Alignment | Anti‑insider trading policy prohibits hedging and pledging by directors |
Governance Assessment
- Independence and conflicts: No material relationship with AMT; independence affirmed; no related‑party transactions tied to Kalathur—low conflict risk .
- Committee fit: Audit Committee placement aligns with his finance/IT background; committee fully independent and financially expert, enhancing oversight of reporting, controls, cybersecurity/AI risks .
- Attendance/engagement: New in 2025; did not attend 2024 Audit meetings due to appointment timing; Board expects robust onboarding and continuing education (AI, crisis management, cybersecurity) .
- Director pay structure: Cash retainer plus modest committee fees and annual RSUs vesting in one year—simple, equity‑aligned; no options granted in 2024 and no tax gross‑ups/change‑of‑control single‑trigger—shareholder‑friendly features .
- Ownership alignment: Initial holdings small as new director but within 5‑year compliance window; strict anti‑hedging/pledging supports alignment .
- Say‑on‑pay signal: AMT’s executive compensation program received over 96% support in 2024 and a 3‑year average over 96%, indicating strong investor confidence in compensation governance .
RED FLAGS: None disclosed specific to Kalathur. No pledging/hedging; no related‑party transactions; independence affirmed .