Derek Hudson
About Derek G. Hudson
Independent director of ATN International since 2023; age 69. Member of the Audit Committee and Investment Committee. Background includes senior leadership in global energy and infrastructure; currently Chair of the Board of Scotia Bank Trinidad & Tobago Limited and Non‑Executive Director of Trinity Energy. The Board selected him for international strategy, capital allocation, and governmental affairs expertise; he is classified independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shell (Trinidad & Tobago) | Vice President & Country Chairman | Jun 2016–Jun 2019 | Led national upstream and LNG stakeholder governance |
| Shell Integrated Gas Business | Business Advisor | Until Jun 2021 | Advised IG portfolio post-retirement |
| BG Group (Trinidad & Tobago) | President & Asset GM | 2007–2012 | Led T&T operations and assets |
| BG Group (East Africa) | President & Asset GM | Post‑2012 | Covered Tanzania, Kenya, Madagascar |
| BG Group (UK Upstream) | Vice President | 2000–2004 | Managed upstream business unit |
| BG Group (T&T) | Chief of Staff | 2005–2007 | Governance and executive support |
| Atlantic LNG JV (Shell/BP/NGC) | Director | Not specified | JV board oversight (energy infrastructure) |
| Port Authority of Trinidad & Tobago | Non‑Executive Chairman | 2005–2010 | Public infrastructure governance |
External Roles
| Organization | Role | Start | Status/Notes |
|---|---|---|---|
| Scotia Bank Trinidad & Tobago Limited | Chairman of the Board | Jun 2016 | Current; board member since 2016 |
| Trinity Energy (UK‑registered) | Non‑Executive Director | Not specified | Current; independent energy company focused on T&T |
Board Governance
- Committees: Audit Committee (member), Investment Committee (member). All committee members other than Executive Chairman Michael T. Prior are independent.
- Independence: The Board determined all current directors and nominees are independent except CEO Brad W. Martin and Executive Chairman Michael T. Prior; Hudson is independent.
- Attendance & engagement: Board met 6 times in 2024; Audit Committee met 9 times. No director attended fewer than 75% of Board and committee meetings; all then‑current directors nominated in 2025 attended the 2024 annual meeting.
- Lead Independent Director: Dr. Bernard J. Bulkin serves as Lead Independent Director (appointed in 2022).
- 2025 election support: Hudson received 11,655,253 votes For, 89,158 Against, 3,791 Abstain; 2,267,843 broker non‑votes. Strong support signals investor confidence.
Committee Assignments (Hudson)
| Committee | Role |
|---|---|
| Audit | Member |
| Investment | Member |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 70,000 | $50,000 base cash retainer + committee member fees (Audit $10,000; Investment $10,000) |
| Stock Awards (grant date fair value) | 119,781 | Shares determined using 20‑day average up to and including Jun 14, 2024 under Non‑Employee Directors Compensation Policy and 2023 Equity Plan |
| Total | 189,781 | Cash + stock |
| Mix (Equity %) | ≈63% | Calculated from cash $70,000 and stock $119,781 |
Director fee schedule (annual; FY2024):
| Committee | Chair Fee ($) | Member Fee ($) |
|---|---|---|
| Audit | 23,000 | 10,000 |
| Compensation | 15,000 | 7,500 |
| Investment | 15,000 | 10,000 |
| Nominating & Corporate Governance | 10,000 | 4,000 |
- Additional: Non‑employee director annual retainer $180,000 (cash $50,000 + approx. $130,000 in stock). Lead Independent Director receives an extra $25,000 cash retainer.
Performance Compensation
- Director equity is delivered as annual stock grants; the Company had no outstanding options. RSUs/PSUs are executive instruments; directors receive stock awards under the director policy.
- Company’s compensation‑performance linkage (for executive pay oversight by the Board and Compensation Committee): | Measure | Use | |---|---| | Adjusted EBITDA (Company‑Selected Measure) | Primary performance measure linking compensation actually paid (CAP) to performance | | Revenue | Secondary performance measure | | High speed data subscribers | Operational performance metric | | International mobile subscribers | Operational performance metric |
- Equity risk oversight: RSUs vest ratably over 4 years; PSUs have 3‑year cliff vesting; the Committee concluded structures do not encourage excessive risk‑taking.
Other Directorships & Interlocks
| Entity | Relationship to ATNI | Potential Interlock/Conflict Consideration |
|---|---|---|
| Scotia Bank Trinidad & Tobago | Unrelated financial institution in T&T | Banking ties are not identified as related‑party; no ATNI transaction disclosure |
| Trinity Energy | Unrelated energy company | No ATNI transactions disclosed; sector exposure monitored |
| Atlantic LNG JV | Energy JV (Shell/BP/NGC) | Historical board service; no ATNI transaction disclosure |
- Related‑party transactions: ATNI reported no related person transactions requiring disclosure since Jan 1, 2024.
Expertise & Qualifications
- International infrastructure leadership across energy and LNG, with roles spanning Shell and BG Group; enhances Board capabilities in international business strategy, capital allocation, and governmental affairs.
- Selected for demonstrated leadership in critical infrastructure businesses across diverse markets.
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned | 6,327 |
| Percent of Class | <1% |
| Director Ownership Guideline | 2x annual retainer |
| Compliance Status (12/31/24) | Not yet reached (subject to 75% net‑share retention until met) |
| Hedging/Short Sales | Prohibited under Insider Trading & Anti‑Hedging Policy |
Governance Assessment
- Strengths: Independent director with deep international and infrastructure expertise; active on Audit and Investment Committees; strong shareholder support in 2025 election; Board reports robust Audit Committee activity (9 meetings) and full director engagement above 75% attendance; no related‑party transactions disclosed. These factors support investor confidence.
- Alignment: Director pay emphasizes equity (~63% of Hudson’s FY2024 compensation), plus stock ownership guidelines and 75% retention of net shares until compliance—positive for long‑term alignment.
- Watch items (not necessarily red flags): Hudson has not yet met the ownership guideline (as of 12/31/24), which is acceptable for newer directors but bears monitoring for time‑to‑compliance; external board roles in T&T’s financial/energy sectors should be monitored for any future related‑party exposure, though none is disclosed.
- Signals: Say‑on‑Pay passed (11,226,570 For vs 516,862 Against), and auditors ratified—indicative of broad shareholder support for governance and oversight systems under the Board’s committees.