Rich Rossi
About Rich Rossi
Richard (“Rich”) Rossi is Executive Vice President and President, U.S. Tower at American Tower, effective January 13, 2025, after serving as Senior Vice President and General Counsel of U.S. Tower since 2018; he joined AMT in 2001 and has held leadership roles across sales, marketing, finance, real estate, and operations, including significant work on major customer master lease agreements over the past 15 years . Company 2024 performance metrics (which drive executive incentives) include Total Property Revenue and Adjusted EBITDA, with achievements of 105% and 123% of target, respectively; PSUs added relative TSR in 2024, aligning long‑term pay with shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Tower (U.S. Tower) | Contractor (first job out of law school) | 2001–2003 (approx.) | Supported tower divestitures to reduce operating expenses and property taxes . |
| American Tower (U.S. Tower) | Operational and legal roles; customer agreements | ~2003–2018 | Led work on major customer MLAs; broad responsibility across sales, marketing, finance, real estate, operations . |
| American Tower (U.S. Tower) | SVP & General Counsel, U.S. Tower | 2018–2024 | General Counsel overseeing U.S. Tower legal and strategic agreements . |
| American Tower (U.S. Tower) | EVP & President, U.S. Tower | Jan 13, 2025–present | Division leadership following Bud Noel’s move to global COO; responsibility for U.S. Tower growth and execution . |
Fixed Compensation
| Component | 2025 Details | Notes |
|---|---|---|
| Base Salary | Not disclosed for Rossi | Jan 7, 2025 8‑K disclosed compensation terms for Bud Noel, not Rossi . |
| Target Cash Bonus % | Not disclosed for Rossi | Noel’s target was 125%; no parallel disclosure for Rossi in the 8‑K . |
| Equity Awards (grant timing) | Annual grants scheduled March 10 each year | AMT standard grant date policy; not timed around MNPI . |
| RSU Vesting | 1/3 annually over 3 years, commencing one year from grant | Applies to AMT RSUs granted since March 10, 2023 . |
| PSU Structure | 3‑year performance period; metrics include Attributable AFFO/share, ROIC, and relative TSR | 2024 PSU weights: 50% AFFO/share, 30% ROIC, 20% relative TSR . |
Performance Compensation
Annual Incentive (FY 2024 framework applicable to executive officers)
| Metric | Weighting | Target | Actual | Payout Factor | Vesting/Timing |
|---|---|---|---|---|---|
| Total Property Revenue (ex pass-through) | 30% | Pre‑set (not disclosed) | 105% achievement | Part of overall 118% payout to NEOs | Annual cash; earned over FY . |
| Adjusted EBITDA | 50% | Pre‑set (not disclosed) | 123% achievement | Part of overall 118% payout to NEOs | Annual cash; earned over FY . |
| Individual Performance Goals | 20% | Pre‑set (not disclosed) | Not individually disclosed | Included in 118% payout to NEOs | Annual cash; earned over FY . |
Long‑Term Incentives (2024 PSU design; applies to executive officers)
| Metric | Weighting | Performance Period | Payout Curve | Vesting |
|---|---|---|---|---|
| Attributable AFFO per Share | 50% | Jan 1, 2024–Dec 31, 2026 | Pre‑set targets; not publicly quantified | PSUs vest based on 3‑yr performance . |
| Average ROIC | 30% | Jan 1, 2024–Dec 31, 2026 | Pre‑set targets; not publicly quantified | PSUs vest based on 3‑yr performance . |
| Relative TSR (vs S&P 500 REITs) | 20% | Jan 1, 2024–Dec 31, 2026 | 0% <35th pct; 50% at 35th; 100% at 55th; 200% at 70th; capped at target if absolute TSR negative | PSUs vest based on 3‑yr performance . |
Historical PSU Results (for context)
| PSU Cohort | Performance Metrics (Actual) | Earned Payout |
|---|---|---|
| 2022 PSU Award (measured in 2024) | Cumulative Attributable AFFO/share: $30.17; Average ROIC: 9.2% | 135% of target (NEOs) . |
Equity Ownership & Alignment
| Topic | Details |
|---|---|
| Stock Ownership Guidelines | CEO: 6x base salary; Other executive officers: 3x; Directors: 5x cash retainer; counts actual shares and unvested RSUs; retention requirement to hold at least 50% of net shares until guideline met . |
| Compliance Snapshot | As of March 25, 2024, each executive officer and non‑management Director met their ownership target (company‑wide) . |
| Anti‑Hedging & Anti‑Pledging | Hedging, short selling, and pledging of AMT securities prohibited for employees and Directors; strict trade‑window limits under the Anti‑Insider Trading Policy . |
| Beneficial Ownership Filings | Company noted one late initial ownership report for Mr. Rossi (Form 3 filed Jan 24, 2025); otherwise Section 16 compliance was achieved for 2024 . |
| Vesting Cadence and Potential Selling Pressure | Annual grant date March 10; RSUs vest 1/3 annually from grant date, creating predictable mid‑March vesting events that typically result in net‑settlement tax withholding and potential short‑term supply; PSUs settle after 3‑year performance period . |
Employment Terms
| Provision | AMT Policy |
|---|---|
| Severance Program | Benefits available only upon a “Qualifying Termination”; competitive and responsible severance; amounts vary by role . |
| Change‑of‑Control Treatment | Double‑trigger acceleration only; equity accelerates if a Qualifying Termination occurs within 14 days before or up to two years after a Change of Control; no single‑trigger acceleration . |
| Clawback Policy | Mandatory recoupment of erroneously awarded incentive‑based compensation for Covered Executives if AMT must restate financials; 3‑year lookback; administered by Compensation Committee . |
| Anti‑Hedging/Pledging | Prohibited for executives and Directors under Anti‑Insider Trading Policy and Code of Conduct . |
| Grant Timing/Controls | Equity grants not scheduled around MNPI; standard annual grant date March 10, with blackout controls around SEC filings . |
| Tax Gross‑Ups | No excise tax gross‑ups on golden parachute payments . |
Performance & Track Record
- Division outlook and execution focus: Rossi emphasized derisking variable “a la carte” business conversions into billings and calibrating 4Q exit activity to set a realistic 2026 jump‑off point, while acknowledging contracted step‑downs in certain larger agreements from 2020–2022 .
- Pipeline and churn context: He highlighted renewals coming up on U.S. Cellular in 2026, evaluating churn risk within AMT’s 1%–2% guidance range, historically at the low end, and offsetting step‑downs via momentum in industry activity .
- Career perspective: Rossi described a progression from legal and operations roles to leading U.S. Tower, with extensive customer MLA work and M&A exposure; he became U.S. President at the start of 2025 .
Investment Implications
- Pay‑for‑performance alignment: AMT’s incentive architecture is heavily weighted to quantitative metrics (TPR, Adjusted EBITDA), with 2024 achievements above target and long‑term PSUs tied to AFFO/share, ROIC, and relative TSR—supportive of performance‑linked compensation outcomes for division heads like Rossi .
- Selling pressure and retention risk: The predictable March 10 grant and 1/3 RSU vesting cadence creates seasonal settlement events; however, anti‑hedging/pledging restrictions and ownership guidelines (minimum 3x salary for executive officers with 50% net‑share retention) mitigate misalignment and chronic selling risk .
- Change‑of‑control economics: Double‑trigger equity acceleration and no excise tax gross‑ups reduce shareholder‑unfriendly outcomes, while the clawback policy adds discipline around financial reporting—lower governance risk for investors .
- Execution signal: Public commentary by Rossi on variable commencements, churn management, and contract dynamics indicates a pragmatic focus on derisking the U.S. Tower pipeline and balancing step‑downs with incremental activity—positively correlated with cash EBITDA margin expansion cited in the proxy .