Steven O. Vondran

About Steven O. Vondran

Steven O. Vondran, 54, is President and CEO of American Tower (AMT) and the sole management director (appointed February 1, 2024). He joined AMT in 2000, rising through senior legal and operating roles, including President, U.S. Tower and Global COO, before becoming CEO; he also serves on Ameren Corporation’s board and industry associations (CTIA, WIA) and is a member of Business Roundtable . In 2024, AMT’s Total Revenue rose 1.1% to $10.1B, Adjusted EBITDA grew 1.9% to $6.8B, Attributable AFFO/share increased 6.8% to $10.54, ROIC was 9.4%, and net leverage improved to 5.1x, while 2024 total shareholder return (indexed $100) was $91.03; Say‑on‑Pay support averaged >96% over three years .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual bonus framework (NEOs other than APAC head): 80% financial (30% Total Property Revenue ex pass‑through; 50% Adjusted EBITDA), 20% individual goals; 2024 weighted achievement 118% on aggregate .
• 2024 outcomes and structure:

• Long‑term incentives (granted March 11, 2024):
  • Mix: 70% PSUs, 30% RSUs (CEO); RSUs vest 1/3 annually over three years; PSUs vest on 3‑year performance (Jan 1, 2024–Dec 31, 2026) .
  • PSU metrics/weights: 50% cumulative Attributable AFFO/share; 30% average ROIC; 20% relative TSR vs S&P 500 REIT constituents (35th/55th/70th percentiles = 50%/100%/200% payout; capped at target if absolute TSR negative) .

• Recent PSU results (2012–2024 cohort ending 2024):
  • 2022 PSU cohort (performance ended 12/31/2024): Cumulative Attributable AFFO/share $30.17 (target $29.70), Average ROIC 9.2% (target 8.4%) → 135% of target earned; Vondran earned 16,006 PSUs, which vested March 10, 2025 .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 6x salary; executives must retain ≥50% of net shares until met; anti‑hedging and anti‑pledging policy; clawback in event of restatement (3‑year lookback) . As of 12/31/2024, Vondran held 11x base salary, exceeding the 6x requirement .

• Beneficial ownership and outstanding awards:

• Vesting/calendar and potential selling pressure:
  • RSUs from 3/11/2024 vest in three equal tranches of 4,837 shares on 3/11/2025, 3/11/2026, and 3/11/2027, creating predictable vest-driven liquidity windows; RSUs granted 3/10/2023 and earlier continue to vest per schedules (1/3 annually for 2023 grant; 25% annually for pre‑2023 grants) .
  • 2024 PSUs performance period ends 12/31/2026 (payout contingent on metrics; relative TSR cap if absolute TSR negative), with settlement following Committee certification; 2022 PSUs (16,006 shares) vested 3/10/2025, adding near‑term supply; options expire 3/10/2026, potentially prompting exercises ahead of expiry .
  • Hedging/pledging prohibited, reducing forced-sale/pledge risk; executives meet or are within compliance windows for ownership guidelines .

Employment Terms

• Promotion letter (Feb 5, 2024): CEO salary $1,000,000; target bonus 200% of earnings; recommended March 2024 equity awards totaling $10,000,000 (30% RSUs, 70% PSUs), with RSUs vesting 1/3 annually and PSUs on 3‑year targets to 12/31/2026; employment at‑will .
• Severance/Change‑of‑Control (COC): CEO receives 104 weeks base earnings plus pro‑rated target bonus; double‑trigger equity vesting only if Qualifying Termination occurs within 14 days before or 2 years after a COC; no excise tax gross‑ups; health benefits continuation; restrictive covenants and release required .
• Illustrative severance amounts as of 12/31/2024:
  • Qualifying Termination, no COC: $2,000,000 salary + $2,000,000 target bonus + $41,079 benefits = $4,041,079; no equity acceleration .
  • Qualifying Termination with COC: same cash/benefits plus accelerated equity value $11,965,302; total $16,006,381 .
• Clawback: Recoupment of erroneously awarded incentive-based compensation for the prior three completed fiscal years following a restatement (SEC-compliant) .
• Perquisites and plans: Limited perqs (car allowance, insurance, parking); no deferred comp or SERP; no loans; anti‑hedging/pledging/shorting .

Board Governance

• Board service and roles: Director since February 2024; no Board committees; sole management director nominee; Independent Chair (Pamela D.A. Reeve) and fully independent standing committees (Audit, Compensation, Nominating) with regular executive sessions enhance independent oversight .
• Independence/structure: 10 of 11 nominees independent; majority voting and annual elections; stockholder rights include proxy access, special meeting, written consent; no supermajority voting and no poison pill .
• Board activity/attendance: In 2024 the Board held 4 regular and 6 special meetings; all Directors, except a newly elected member, attended ≥75% of meetings; committees active (Audit met 8x, Compensation 5x, Nominating 11x) .

Director Service Details (dual role implications)

• Vondran is a non‑independent management director; he does not receive standard non‑management Director compensation (his compensation is disclosed in executive sections) .
• Governance mitigants: Independent Chair; only independent directors on committees; regular executive sessions without management; robust stockholder rights and evaluation processes—helping mitigate CEO-director dual role concerns (no CEO/Chair concentration) .

Compensation Committee Analysis

• Committee composition: Independent directors—Chair Grace D. Lieblein; members Kelly C. Chambliss, Craig Macnab, Neville R. Ray .
• Consultant: Meridian Compensation Partners as independent advisor; no conflicts; regular risk assessment of plans; no problematic pay practices identified .
• Benchmarking: Target competitive range around 50th percentile; 2024 peer group spans REITs/infrastructure/technology; program updated in 2024 to add relative TSR to PSUs following investor feedback .

Performance & Track Record

• 2024 execution highlights: Built liquidity to ~$12B; reduced floating rate exposure from ~11% to ~3%; net leverage 5.1x; expanded cash Adjusted EBITDA margin >200 bps (Q4/Q4); issued $3.6B fixed‑rate debt; record international site builds; third consecutive record Data Centers sales .
• 2024 financials: Revenue $10.1B (+1.1%); Property revenue (ex pass‑through) +0.7% to $9.9B; Net income $2.3B (+52%); Adjusted EBITDA $6.8B (+1.9%); Attributable AFFO/share $10.54 (+6.8%); ROIC 9.4% .
• TSR context: Total Shareholder Return value of initial $100 was $91.03 in 2024 (company metric under SEC Pay vs Performance) .

Equity Ownership & Alignment (detail table)

Investment Implications

• Pay-for-performance alignment improving: 2024 PSUs now include relative TSR with a cap if absolute TSR is negative, better linking realized pay to shareholder returns; 2024 bonus paid at 118% reflects above‑target EBITDA and property revenue performance with clear individual execution goals achieved .
• Retention risk appears low near-term: CEO exceeds ownership guidelines (11x), holds sizable unvested RSUs/PSUs, and severance uses double‑trigger equity—reducing incentives to leave absent COC events; no hedging/pledging permitted .
• Trading/flow watch items: Scheduled RSU tranches (March each year) and PSU settlement after 12/31/2026 can create periodic supply; 3/10/2026 option expiry may prompt exercises; however, ownership guidelines and anti‑hedging/pledging reduce forced-sale dynamics .
• Governance quality supports oversight: Independent Chair, fully independent committees, robust stockholder rights, and high Say‑on‑Pay (>96%) reduce governance discount risks despite CEO’s dual role as director (not Chair) .