Brad Martin
About Brad Martin
Brad W. Martin is ATN International’s Chief Executive Officer and a director since January 1, 2024; age 49, with prior roles as ATN’s COO (2021–2023) and EVP (2018–2021) and earlier operating leadership at Senet, Extreme Networks, Siemens Enterprise Communications and Enterasys Networks . Key performance references used by the Compensation Committee for 2024 included revenue, Adjusted EBITDA, Adjusted EBITDA margin, capital expenditures, subscribers, refinancing progress, and multi-year network upgrade execution; ATN reported 2024 Adjusted EBITDA of $184,084k and GAAP net loss of $31,852k, with company TSR of 33.82 for the year . The CEO received 40% of his 2024 cash bonus opportunity ($210,000), reflecting balanced assessment versus plan, 3-year strategy progress, and operational free cash flow improvement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ATN International | Chief Operating Officer | 2021–2023 | Led operations across subsidiaries during fiber/network expansion strategy . |
| ATN International | Executive Vice President | 2018–2021 | Senior operating leadership at corporate and subsidiaries . |
| Senet Inc. | Chief Operating Officer | Pre-2018–2018 | LPWAN operator operations leadership prior to joining ATN . |
| Extreme Networks | SVP & Chief Quality Officer | 2013–2015 | Quality and operations at global networking vendor . |
| Siemens Enterprise Communications / Enterasys Networks | VP Engineering Operations & Quality | 2008–2013 | Delivered voice/data networking hardware/software to global enterprises . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards or outside committee roles disclosed for Mr. Martin . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $384,578 | $525,000 (CEO transition) | $525,000 (no increase) |
| Cash Bonus Opportunity (% of Salary) | 100% (CEO target) | 100% | 100% |
| Director Fees | Not applicable (no board compensation for CEO) | Not applicable | Not applicable |
Multi-year actual compensation:
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $374,000 | $384,578 | $519,615 |
| Stock Awards (RSUs/PSUs grant-date value) | $923,945 | $935,440 | $1,461,322 |
| Cash Bonus Paid | $267,000 | $288,750 | $210,000 |
| All Other Compensation (401k match) | $12,200 | $13,200 | $13,800 |
| Total | $1,577,145 | $1,621,968 | $2,204,737 |
Performance Compensation
Annual Cash Bonus outcomes (2024):
| Metric | Weighting Guidance | Target | Actual/Payout | Notes |
|---|---|---|---|---|
| Company Performance (Rev, Adj. EBITDA, KPI, capex) | 60–100% (CEO higher weight) | Not formulaic (Committee discretion) | $210,000 paid (40% of opportunity) | Considered performance vs plan/prior year, strategy progress, OpFCF . |
| Individual Accomplishments | 10–30% | Not disclosed | Included in above payout | CEO-specific leadership/operations results . |
| General Individual Performance | 10–15% | Not disclosed | Included in above payout | Committee discretion . |
Equity Awards and Vesting:
| Year | RSUs (#) | RSUs Grant-Date Value ($) | PSUs at Target (#) | PSUs Grant-Date Value ($) | RSU Vesting | PSU Vesting / Payout Curve |
|---|---|---|---|---|---|---|
| 2024 grants (Mar 12, 2024) | 21,720 | $706,986 | 21,720 | $754,336 | 25% annually on 3/12/2025–3/12/2028 | Cliff on 3/12/2027; 0–150% by 3-yr relative TSR vs Russell 2000; cap 100% if TSR<0 . |
| 2025 grants (Mar 13–Apr 7, 2025 cycle) | 42,472 | $898,283 | 42,472 | $1,032,494 | 4-year ratable (standard practice) | 3-year cliff; TSR period ends 3/13/2028; delivery by 3/13/2029 . |
Stock vested in 2024:
| Award Type | Shares Vested | Value Realized ($) |
|---|---|---|
| RSU | 9,215 | $294,525 |
| PSU | 6,450 | $213,237 |
| Total | 15,665 | $507,762 |
Plan mechanics and risk guardrails:
- Mix shifted 50/50 RSUs and PSUs since 2021 to tie pay to stockholder returns; PSUs use 3-year relative TSR vs Russell 2000 index .
- Committee assesses risk; RSUs vest over 4 years, PSUs have 3-year cliff, discouraging short-term risk-taking .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 37,886 shares; “less than 1%” of outstanding . |
| Stock Ownership Guidelines | CEO: 5x annual base salary . |
| Compliance Status (12/31/2024) | Not yet at guideline; subject to 75% net-share retention until met . |
| Hedging/Pledging | Hedging and certain derivative monetization prohibited; policy filed with 10-K; no pledging disclosure identified . |
| Outstanding Awards (12/31/2024) | RSU: 21,720 (market value $365,113 at $16.81); PSU: 21,720 (fair value model) . |
| Options | None outstanding; company has no options for NEOs . |
Outstanding awards detail (as of 12/31/2024):
| Grant Date | RSUs Unvested (#) | PSUs Unvested (#) | RSU Vesting Milestones | PSU Vesting Milestone |
|---|---|---|---|---|
| 3/12/2024 | 21,720 | 21,720 | 25% on 3/12/2025–2028 | 100% on 3/12/2027 (subject to TSR) . |
| Earlier grants | See table for 2023/2022 RSUs/PSUs | See table | Annual ratable | 3-year cliff . |
Insider selling pressure considerations:
- 2024 vestings totaled 15,665 shares; retention policy requires 75% of net shares held until guideline met, mitigating near-term selling .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Agreement | Amended executive agreement upon CEO promotion (Jan 2024) . |
| Non-Compete / Non-Solicit | 1-year post-termination confidentiality, non-compete, non-solicit, non-circumvention covenants . |
| Severance (No CoC) | 1.5x base salary ($787,500 shown for illustrative December 31, 2024 scenario) + 18 months COBRA at employee rate ($55,378); no equity acceleration . |
| Severance (CoC + termination in window) | 1.5x base salary ($1,575,000) + 1.5x target bonus + 18 months COBRA ($55,378) + 100% acceleration of all RSUs/PSUs; sample equity acceleration shown: RSUs $625,248, PSUs $441,392 . |
| Change-in-Control Trigger | Double-trigger (termination without cause or for good reason in defined window relative to CoC) . |
| Clawbacks | Nasdaq-compliant executive clawback for restatements (3-year lookback); separate Officer policy for misconduct-linked recoupment of cash/equity . |
| Deferred Compensation | Not a participant; only Executive Chairman participates in legacy plan . |
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2024; CEO . |
| Committee Memberships | None; Audit, Compensation, Nominating & Governance, and Investment committees are fully independent and chaired by independent directors . |
| Independence | Not independent (as CEO); Executive Chairman also not independent; majority independent board; Lead Independent Director in place . |
| Attendance (2024) | Board met 6 times; no director attended <75% of meetings/committees . |
| Director Compensation | CEO receives no additional director pay . |
| Governance Controls | Lead Independent Director; independent committees; regular executive sessions . |
Director compensation structure (for context):
| Retainers | Committee Fees |
|---|---|
| $180,000 annual (approx. $130k stock + $50k cash); Lead Independent Director +$25k cash . | Audit Chair $23k/Members $10k; Compensation Chair $15k/Members $7.5k; Investment Chair $15k/Members $10k; Nominating Chair $10k/Members $4k . |
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (value of $100) | 76.38 | 74.18 | 85.56 | 75.35 | 33.82 |
| Peer Group TSR (index) | 109.35 | 111.88 | 68.88 | 65.02 | 78.87 |
| Net Income (Loss) ($000s) | (708) | (20,809) | (7,583) | (18,754) | (31,852) |
| Adjusted EBITDA ($000s) | 126,615 | 135,628 | 172,688 | 189,451 | 184,084 |
Highlights tied to CEO 2024 payout decision:
- Considered financial performance vs plan/prior year, operational management, 3-year fiber/network upgrade progress, and improved operational free cash flow .
- Compensation philosophy emphasizes discretion and multi-factor assessment rather than formulaic targets .
Compensation Peer Group & Say-on-Pay
| Item | Detail |
|---|---|
| Peer Group (2024 benchmarking) | Set of telecoms/services/equipment names (e.g., Cable One, Liberty Latin America, ViaSat, Cogent, 8x8, etc.) used for pay references; ATN targets ~25th–50th percentile for base and cash bonus; equity split RSU/PSU . |
| Say-on-Pay Result (2024) | >90% approval of NEO compensation . |
| Frequency | Annual Say-on-Pay in 2025; Say-When-on-Pay again in 2026 . |
Related Party & Risk Indicators
- Related person transactions: None requiring disclosure since January 1, 2024 .
- Hedging prohibited; explicit insider trading controls apply to directors/officers/employees .
- No option grants or repricing for NEOs; equity is RSUs/PSUs .
- Clawbacks: Implemented per Nasdaq rules and misconduct policy .
Equity Ownership & Alignment Details (Expanded)
| Ownership Element | Data |
|---|---|
| Shares Beneficially Owned | 37,886 (as of April 21, 2025 record date) . |
| % of Class | “Less than 1%” . |
| RSUs Outstanding (12/31/2024) | 21,720 (market value $365,113 at $16.81) . |
| PSUs Outstanding (12/31/2024) | 21,720 (fair value via Monte Carlo) . |
| 2024 Vested Shares | 15,665; value $507,762 . |
| Guideline & Retention | 5x salary; 75% net shares retention until met; not yet met as of YE 2024 . |
Investment Implications
- Alignment: CEO equity heavily tied to multi-year outcomes via 50% PSUs and 4-year RSU vesting; TSR-based PSU design and clawbacks align pay with shareholder returns and quality of earnings . Near-term selling pressure is mitigated by 75% net-share retention until 5x ownership guideline is achieved, though the guideline not yet met indicates ongoing accumulation needs .
- Retention/Change-of-Control: Double-trigger CoC with full equity acceleration and 1.5x salary/bonus increases termination proceeds; outside CoC, severance is 1.5x salary and COBRA—moderate protection that balances retention with cost discipline .
- Pay-for-Performance: 2024 cash payout below target (40% of opportunity), consistent with discretionary framework in a year of net loss and lower TSR; continued focus on Adjusted EBITDA and subscriber KPIs supports durable value creation, but investors should monitor TSR vs Russell 2000 PSU outcomes through March 2028 for realized equity value .
- Governance: Dual role as CEO/director is counterbalanced by independent committees and a Lead Independent Director; independence disclosures and attendance metrics indicate sound oversight structures .