Teresa H. Clarke
About Teresa H. Clarke
Teresa H. Clarke, age 62, is an independent director of American Tower (AMT) since December 2021. She is Chair of Africa.com LLC and previously served 12+ years as a Managing Director in Goldman Sachs’ investment banking division, leading corporate finance and M&A in industrials and real estate; she also served on President Obama’s Advisory Council on Doing Business in Africa (2014–2016) . The AMT Board has affirmatively determined she is independent under NYSE standards, with no material relationship to the company beyond her service as director/stockholder . In 2024, the Board held 4 regular and 6 special meetings, and each director (other than a newly elected member) attended at least 75% of Board and relevant committee meetings; Ms. Clarke met this threshold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Managing Director, Investment Banking (Industrials & Real Estate) | 12+ years | Led corporate finance and M&A transactions |
| U.S. Government | Member, President Obama’s Advisory Council on Doing Business in Africa | 2014–2016 | Advisory role on trade/commerce in Africa |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Arthur J. Gallagher & Co. (NYSE:AJG) | Director | 2021–present | Current public company board |
| Council on Foreign Relations | Member | — | External policy network |
| Smithsonian National Museum of African Art | Chair, Advisory Board | — | Cultural/academic governance |
Board Governance
- Committee assignments: Audit Committee member (Dec 2021–present) .
- Audit Committee: 8 meetings in 2024; chaired by Bruce L. Tanner; each member an SEC “audit committee financial expert”; oversees financial reporting, internal controls, audit firm oversight, cyber/AI risk, whistleblowing procedures .
- Independence: Board determined Ms. Clarke had no material relationship with AMT; “independent” per NYSE Section 303A.02 .
- Attendance: At least 75% of Board and committee meetings in 2024 (company-wide threshold achieved by each director other than one newly-elected member) .
- Overboarding policy: Directors limited to ≤4 public boards (≤2 if serving as an active CEO elsewhere); Nominating Committee reviews outside directorships .
Fixed Compensation
| Element | Amount | Basis/Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-management director retainer |
| Audit Committee membership fee | $15,000 | Member fee (Chair $25,000; Clarke is member) |
| Total cash fees (2024) | $115,000 | Sum of retainer + committee member fee |
Director Compensation (2024):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Teresa H. Clarke | $115,000 | $225,151 (grant-date fair value) | $340,151 |
Notes:
- 2024 director equity grants: 1,089 RSUs granted March 11, 2024, vesting fully on the one-year anniversary of grant; no stock options granted in 2024 .
- RSU unvested position at 12/31/2024: 1,089 shares, market value $199,733 (based on $183.41 closing price) .
Performance Compensation
| Item | Disclosed? | Details |
|---|---|---|
| Performance-based equity (PSUs) for directors | No | Non-management directors received time-based RSUs that vest after one year; no PSU awards disclosed for directors in 2024 . |
| Stock options for directors (2024 grants) | No | No director stock option awards in 2024 . |
Other Directorships & Interlocks
| Company | Sector Relationship to AMT | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Arthur J. Gallagher & Co. | Insurance brokerage (no direct competitive overlap with AMT’s tower/data center REIT operations) | Director | None disclosed; Nominating Committee reviews related party transactions and outside directorships . |
Expertise & Qualifications
- Skills matrix: Executive leadership; investment/capital allocation; strategy; thought leadership/public policy; operations/management; finance/accounting; international/global ops; public company board; risk management; sustainability .
- Audit committee financial expertise: Audit Committee members (including Clarke) meet SEC and NYSE financial expertise requirements .
Equity Ownership
| Category | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (AMT common) | 3,042 shares | As of March 17, 2025; “less than 1%” |
| Unvested RSUs (12/31/2024) | 1,089 shares | Grant date 3/11/2024; vest on 1-year anniversary |
| Options outstanding | 0 | No options listed for Clarke; only certain directors hold legacy options |
| Hedging/pledging | Prohibited | Anti-hedging and anti-pledging policy for directors/officers |
| Ownership guideline | 5× annual cash retainer | Directors expected to meet within 5 years; as of March 17, 2025, all non-management directors met target or were within timeframe |
Governance Assessment
- Independence and board effectiveness: Ms. Clarke is an independent director with Audit Committee membership and financial expertise; she met attendance expectations in 2024, supporting effective oversight of financial reporting and risk (including cyber/AI) .
- Compensation alignment: Director pay mixes cash retainer/committee fees with time-based RSUs that align interests without short-term performance gaming; no options or PSUs for directors in 2024; strong stock ownership guidelines enhance alignment .
- Conflicts/related party exposure: No related-party transactions disclosed involving Ms. Clarke; Board maintains formal review/approval policy; 2024 related party disclosure involved CFO’s sibling at a third party customer (reviewed/ratified) .
- Shareholder confidence signals: High 2024 Say-on-Pay support (96%+) indicates overall investor alignment with governance/compensation framework, indirectly reinforcing board oversight quality .
- RED FLAGS: None identified—no hedging/pledging, no tax gross-ups, no option repricing, and adherence to overboarding limits; periodic board/committee evaluations conducted with independent consultant .
Insider Trades and Compliance
- Section 16(a) reporting: Company believes all directors/officers complied with 2024 reporting requirements; one late Form 3 was disclosed for an executive (not Ms. Clarke) .