Ruth T. Dowling
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary at AMERICAN TOWER CORP /MA/
Executive
About Ruth T. Dowling
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary of American Tower; appointed January 1, 2023 and included as a Named Executive Officer (NEO) for the first time in 2024 . Company performance context for 2024: total revenue $10.1B (+1.1% YoY), adjusted EBITDA $6.8B (+1.9% YoY), net income $2.3B (+52% YoY), and Attributable AFFO per share $10.54 (+6.8% YoY), which are the core metrics underpinning incentive design . AMT added relative TSR to PSUs in 2024 to further align pay with shareholder returns versus S&P 500 REIT constituents .
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nareit | Participation in industry/governmental coalitions | 2024 | Strengthened governmental presence for AMT |
| Data Center Coalition | Participation in industry/governmental coalitions | 2024 | Enhanced engagement on policy for data center operations |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base salary ($) | $620,000 | EVP, CAO, GC & Secretary |
| Target bonus (%) of salary | 125% | Committee reviewed market data; consistent with other NEOs (except CEO) |
| Target bonus ($) | $775,000 | 125% of $620,000 |
| Actual bonus payout (%) | 118% (total weighted achievement) | 20% individual goals achieved at 125%; financial metrics exceeded targets |
| Actual bonus paid ($) | $914,500 | Paid in 2025 for 2024 performance |
| All Other Compensation ($) | $33,628 | Retirement match $13,705; car/parking/insurance $16,228; tax reimbursements $3,695 |
Performance Compensation
Annual Incentive (2024 design and outcomes)
| Component | Metric | Weight | Target framework | 2024 achievement | Payout mechanics |
|---|---|---|---|---|---|
| Company financial | Total property revenue (ex pass-through) | 30% | Annual budget adjusted for FX/divestitures (ATC TIPL) | 105% | Slope above target; contributes to total payout |
| Company financial | Adjusted EBITDA | 50% | Annual budget adjusted for FX/divestitures | 123% | Slope above target; contributes to total payout |
| Individual goals | Role-specific objectives | 20% | Set at start of year | 125% (Dowling) | Aggregated into total weighted achievement |
Dowling’s 2024 individual achievements: director onboarding/education, advancing industry-government engagement (Nareit, Data Center Coalition), and enhancing sustainability reporting tools .
Long-Term Incentives (2024 grants and PSU design)
| Grant date | Instrument | Target units | Fair value ($) | Vesting | Performance metrics/weights |
|---|---|---|---|---|---|
| 3/11/2024 | RSUs | 5,805 | $1,200,184 | Time-based; 1/3 annually over 3 years, starting one year from grant | n/a |
| 3/11/2024 | PSUs | 4,354 (target) | $1,816,469 | 3-year performance period (2024–2026) | AFFO/share 50%; ROIC 30%; relative TSR vs S&P 500 REITs 20% |
Relative TSR payout schedule: 0% below 35th percentile, 50% at 35th, 100% at 55th, 200% at 70th; capped at target if absolute TSR is negative . RSU vesting cadence changed in 2023 from 25% over 4 years to 1/3 over 3 years for all employees, including NEOs .
Program reference: 2022 PSU program paid 135% of target on cumulative AFFO/share $30.17 and average ROIC 9.2% (company-level), though Dowling was not eligible for 2022 PSUs due to her 2023 appointment as EVP .
2025 Annual Equity Awards (granted for 2024 performance)
| Grant date | Instrument allocation | Grant-date fair value per share | RSUs ($) | PSUs ($) |
|---|---|---|---|---|
| 3/10/2025 | 40% RSUs / 60% PSUs (NEOs) | $213.07 | $1,280,000 | $1,920,000 |
Vesting Schedules and Key Award Details
| Grant date | Type | Units | Vesting schedule | Notes |
|---|---|---|---|---|
| 3/11/2024 | RSU | 5,805 | 1/3 annually over 3 years from grant | Standard post-2023 RSU cadence |
| 3/11/2024 | PSU (target) | 4,354 | End of 3-year period (2024–2026) | AFFO/ROIC/relative TSR metrics |
| 3/10/2023 | RSU | 3,137 | 1/3 annually over 3 years from grant | New cadence effective 2023 |
| 3/10/2023 | PSU (target) | 3,530 | End of 3-year period (2023–2025) | Threshold reflected at 50% in FYE table |
| 3/10/2022 | RSU | 1,718 | 25% annually over 4 years | Pre-2023 cadence |
| 3/10/2021 | RSU | 917 | 25% annually over 4 years | Pre-2023 cadence |
| 10/01/2021 | RSU | 131 | 25% annually over 4 years | Pre-2023 cadence |
Equity Ownership & Alignment
Beneficial Ownership (as of March 17, 2025)
| Holder | Shares | % of outstanding |
|---|---|---|
| Ruth T. Dowling | 8,846 | <1% |
Stock Ownership Guidelines and Compliance
| Role | Guideline | Compliance status (12/31/2024) |
|---|---|---|
| Executive officers reporting to CEO | 3x base salary | Dowling at 5x base salary |
| Retention policy | Retain at least 50% of shares (net of taxes) until in compliance | Policy applies company-wide |
Anti-hedging and anti-pledging: Hedging and pledging of AMT stock are prohibited under the Anti-Insider Trading Policy and Code of Conduct .
Outstanding Equity Awards (FYE 12/31/2024)
| Category | Units | Market/payout value |
|---|---|---|
| Unvested RSUs (aggregate) | 5,805 (2024), 3,137 (2023), 1,718 (2022), 917 (3/10/2021), 131 (10/01/2021) | $1,064,695 (2024 RSUs); $575,357 (2023 RSUs); $315,098 (2022 RSUs); $168,187 (3/10/2021); $24,027 (10/01/2021) at $183.41/share |
| Unearned PSUs (aggregate) | 4,354 (2024), 3,530 (2023) | $798,567 (2024 PSUs threshold basis); $647,437 (2023 PSUs threshold basis) |
| Stock options | None disclosed for Dowling | n/a |
Employment Terms
Severance Program (core provisions for executive officers)
- Salary continuation: EVP entitled to 78 weeks of base earnings; CEO 104 weeks .
- Pro-rata target annual incentive for year-to-date service at 100% target .
- Equity treatment: Double-trigger acceleration for stock options/RSUs/PSUs upon a Qualifying Termination within 14 days before or up to two years after a Change of Control; PSUs paid at target, pro-rated for service (no pro-ration for “Qualified Retirement” eligibles) .
- Health/welfare benefits continuation for duration equal to salary continuation (EVP 78 weeks); Singapore-based execs not eligible for the U.S. continuation .
- No excise tax gross-ups; clawback policy in place for erroneously awarded incentive compensation upon restatement .
- Non-compete, non-solicit, separation and release requirements; potential restricted account to secure covenant compliance .
Potential Payments (as if terminated on 12/31/2024)
| Scenario | Base salary | Annual incentive | Accelerated equity value | Health benefits | Total |
|---|---|---|---|---|---|
| Qualifying Termination (no CoC) | $930,000 | $775,000 | $5,039,006 | $42,365 | $6,786,371 |
| Qualifying Termination (with CoC) | $930,000 | $775,000 | $5,039,006 | $42,365 | $6,786,371 |
| Voluntary/retirement | — | — | $5,039,006 (Qualified Retirement vesting per program) | — | $5,039,006 |
| For cause | — | — | — | — | — |
Clawback policy: Recoupment of erroneously awarded incentive-based compensation for Covered Executives in the three fiscal years preceding a restatement, administered by the Compensation Committee .
Compensation Structure Analysis
- Equity-heavy mix with PSUs 60% of target LTI for NEOs, RSUs 40%; CEO LTI mix 70% PSUs / 30% RSUs, reinforcing long-term at-risk pay philosophy .
- Annual plan rigor: threshold/maximum settings more stringent than peers; 2024 financial goals adjusted for FX and divestitures (ATC TIPL) to keep targets rigorous yet achievable .
- Add of relative TSR in 2024 PSU design improves alignment with shareholder returns; payout capped at target if absolute TSR negative, mitigating windfalls .
- No SERP, no deferred comp, no tax gross-ups; limited perquisites; anti-hedging/pledging policies reduce misalignment risks .
Say-on-Pay & Shareholder Feedback
- Average approval over past three years >96%; 2024 say-on-pay approval over 96%, reflecting investor support for program design .
Investment Implications
- Alignment: Strong ownership guideline compliance (5x salary) and prohibition of hedging/pledging reduce misalignment risk; equity awards heavily performance-based with multi-metric PSUs including relative TSR .
- Overhang/vesting supply: Meaningful unvested RSUs/PSUs outstanding; RSU cadence accelerates vesting timeline to three years since 2023, potentially increasing periodic sale-related liquidity events around vest dates, though no hedging/pledging allowed .
- Retention: Severance economics (78 weeks base, pro-rata bonus; double-trigger equity) and continued benefits offer balanced retention and shareholder-friendly change-in-control terms (no tax gross-ups, clawbacks) .
- Performance linkage: Annual incentives tied to property revenue ex pass-through and adjusted EBITDA; PSUs tied to AFFO/share, ROIC, and relative TSR create clear linkage between compensation outcomes and financial/stock performance—positive for pay-for-performance investors .