Carlos Doglioli
About Carlos Doglioli
Carlos R. Doglioli, 55, is Chief Financial Officer of ATN International, appointed in March 2024 after a career spanning telecom infrastructure and private equity portfolio finance leadership . He previously served as CFO of Centennial Towers (Latin American wireless towers) from 2014–2023 and held senior finance roles at MetroRED Mexico (2004–2007) and Devonshire Investors portfolio companies (Backyard Farms CFO; J. Robert Scott Managing Director of Finance) . His incentive structure blends an annual discretionary cash bonus tied to company performance (including revenue, Adjusted EBITDA and operating KPIs) and individual results, plus long-term equity split between time-based RSUs and performance-based PSUs tied to relative TSR vs. the Russell 2000 Index (0–150% payout if TSR ≥ 0; capped at 100% if TSR < 0) . For 2024, he was awarded a $210,000 cash bonus (70% of target), with the Compensation Committee citing performance vs plan/prior year and operational improvements implemented under his remit .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Centennial Towers (LATAM wireless towers) | Chief Financial Officer | 2014–2023 | Finance leadership at a developer/owner/operator of wireless communication towers in Latin America |
| MetroRED Mexico | Senior finance leadership | 2004–2007 | High-capacity fiber communications provider focused on corporate/ISP/telecom customers in Mexico City |
| Backyard Farms (Devonshire Investors portfolio) | Chief Financial Officer | Not disclosed | Portfolio company of the private equity group of Fidelity; CFO responsibilities |
| J. Robert Scott (Devonshire Investors portfolio) | Managing Director of Finance | Not disclosed | Senior finance leadership for a Devonshire portfolio company |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not listed in proxy biography | — | — | No external public company directorships are listed in Mr. Doglioli’s biography section |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $400,000 | $400,000 (no 2025 executive raises due to expense reduction) |
| 401(k) Matching Contributions ($) | $8,769 (FY 2024) | — |
Performance Compensation
Annual Cash Bonus
| Year | Base Salary ($) | Target Bonus (% of Base) | Target Bonus ($) | Actual Bonus Paid ($) | Payout (% of Target) | Notes |
|---|---|---|---|---|---|---|
| 2024 | $400,000 | 75% | $300,000 (calc: 75% of $400k) | $210,000 | 70% | Committee cited performance vs plan/prior year; org design; procurement/payment automation; improved analytical frameworks |
| 2025 | $400,000 | 75% | $300,000 (target) | N/A | N/A | Targets unchanged; outcomes not yet disclosed |
Equity Awards – RSUs
| Year | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2024 | 3/12/2024 | 12,312 | $400,756 | 25% on each of 3/12/2025, 3/12/2026, 3/12/2027, 3/12/2028 |
| 2025 | 3/13/2025 | 24,068 | $509,038 | Multi-year time-vested equity; awards sized using 20-day average price methodology |
Equity Awards – PSUs (Relative TSR vs Russell 2000)
| Year | Grant Date | Target Shares (#) | Grant Date Value ($) | Performance Metric | Payout Range | Measurement/Vesting |
|---|---|---|---|---|---|---|
| 2024 | 3/12/2024 | 12,312 | $427,596 | Relative TSR vs Russell 2000 | 0–150% if TSR ≥ 0; capped at 100% if TSR < 0 | Cliff vest on 3rd anniversary (3/12/2027); shares delivered after Committee determination no later than 3/13/2029 |
| 2025 | 3/13/2025 | 24,068 | $585,093 | Relative TSR vs Russell 2000 | 0–150% if TSR ≥ 0; capped at 100% if TSR < 0 | Performance period through 3/13/2028; delivery following determination per policy |
Equity mix: For 2024 grants (for 2023 performance), executive equity was split 50/50 between time-vested RSUs and PSUs, consistent with the program design . The Compensation Committee sizes awards using a 20-trading day average to smooth share price volatility .
Equity Ownership & Alignment
Beneficial Ownership (as of April 21, 2025)
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| April 21, 2025 | 2,012 | <1% (asterisk in proxy) | Percent based on 15,216,530 shares outstanding on 4/21/2025 |
Outstanding Unvested Equity at FY 2024 (valued at $16.81/share on 12/31/2024)
| Award Type | Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|---|
| RSUs | 3/12/2024 | 12,312 | $206,965 |
| PSUs (target) | 3/12/2024 | 12,312 | $137,894 (Monte Carlo-based value) |
Ownership Policy, Hedging/Pledging
- Executive stock ownership guideline: 2x base salary for non-CEO executive officers; until met, must retain 75% of net shares from equity vesting/exercise . As of 12/31/2024, Mr. Doglioli had not yet reached the guideline (policy compliance overall, but several execs including Mr. Doglioli have not reached target) .
- Insider Trading Policy: Prohibits hedging/monetization transactions and short sales; policy referenced as Exhibit to 10-K . Pledging is not referenced in the excerpt provided .
Employment Terms
| Term | Detail |
|---|---|
| Start date / Role | Hired March 2024 as Chief Financial Officer |
| Severance (no Change in Control) | One times base salary plus 12 months COBRA; estimated for CFO on a 12/31/2024 trigger: $400,000 cash + $36,588 COBRA = $436,588 |
| Severance (Change in Control termination) | Double-trigger: within the defined window, one times base salary + one times maximum target annual incentive + 12 months COBRA + immediate vesting of all equity; CFO estimated: $700,000 cash + $36,588 COBRA + 100% acceleration of RSUs ($206,965) and PSUs ($137,894) = $1,081,447 total |
| Non-compete / Non-solicit | 1-year post-termination covenants (and confidentiality/circumvention) |
| Clawback | Two policies adopted in 2023: (i) Exchange Act/Nasdaq-compliant clawback for restatements (3-year lookback), and (ii) broader officer policy allowing recoupment for misconduct materially adverse to the company |
| Ownership guidelines | 2x base salary for executive officers; 75% net share retention until met |
| Hedging policy | Hedging and short sales prohibited |
| Deferred compensation | Not a participant in the Company’s non-qualified deferred compensation plan |
Compensation Structure Analysis
- Base salary: Flat at $400,000 for 2024 and 2025, with no 2025 executive increases as part of expense reduction efforts .
- Annual bonus: Target 75% of base; 2024 actual payout was $210,000 (70% of a $300,000 target), reflecting partial achievement and tangible operational improvements under his remit .
- Long-term equity: Balanced 50/50 RSU/PSU structure; 2024 grants at 12,312 RSUs and 12,312 PSUs; 2025 grants increased to 24,068 RSUs and 24,068 PSUs due to share-price smoothing methodology (grant date values $509,038 RSUs and $585,093 PSUs) .
- Performance metrics: PSUs based on relative TSR vs Russell 2000 with 0–150% payout if TSR ≥ 0 and 100% cap if TSR < 0, improving alignment with shareholders and limiting windfalls in down markets .
- Governance features: Double-trigger CIC vesting; explicit clawbacks; stock ownership guidelines; hedging prohibited; “no single-trigger acceleration” highlighted in program .
Vesting Schedules and Potential Selling Pressure
- 2024 RSUs: 3,078 shares vest on each of 3/12/2026, 3/12/2027, and 3/12/2028 (25% annually from grant) . 2024 PSUs vest 100% on 3/12/2027, subject to relative TSR performance (0–150%) and capped at 100% if TSR < 0; delivery no later than 3/13/2029 .
- 2025 awards: Additional 24,068 RSUs and 24,068 PSUs granted; award sizing used a 20-day average price to stabilize grant sizes (vesting schedule for 2025 RSUs not separately detailed in the excerpt; PSUs measured through 3/13/2028) .
- Ownership retention: Because Mr. Doglioli has not yet met the 2x-salary ownership guideline, he must retain 75% of net shares from vesting events, which may moderate net disposals around vest dates .
Say-on-Pay and Peer Context
- Say-on-Pay support has been strong: >90% approval at the 2024 Annual Meeting and >95% at the 2023 Annual Meeting, signaling investor acceptance of program design .
- Compensation peer set includes a mix of telecom services/equipment and adjacent companies (e.g., Cable One, Liberty Latin America, Cogent Communications, ViaSat, Shenandoah, etc.), used as informational references rather than strict benchmarks . The committee targets roughly the 25th–50th percentile for base salary and bonus potential, with discretion maintained for overall alignment and cost controls .
Investment Implications
- Alignment: A meaningful portion of pay is at-risk via annual bonus and 50/50 RSU/PSU mix; PSUs hinge on multi-year relative TSR with a cap in down markets, aligning payouts with shareholder outcomes and limiting windfalls .
- Supply dynamics: Upcoming RSU tranches from 2024 grants (3,078 shares on each of 3/12/2026–2028) and eventual 2024 PSU cliff in 2027 create periodic potential supply; however, the 75% net share retention requirement until ownership guidelines are met curbs near-term selling pressure .
- Retention and change-in-control: Double-trigger CIC terms (1x base + 1x target bonus + full equity vest) and 1x salary severance without CIC support retention while avoiding single-trigger windfalls, a favorable governance signal .
- Governance risk: Robust clawbacks, anti-hedging, and strong Say-on-Pay support (>90%) suggest low governance risk around compensation; no pledging language appears in the excerpted policy, and Mr. Doglioli’s beneficial ownership remains <1% while he builds toward the 2x-salary guideline .