Mary Mabey

About Mary Mabey

Senior Vice President, General Counsel and Secretary at ATN International (ATNI). Joined ATN’s legal department in 2009; appointed General Counsel in March 2018 after serving as Deputy General Counsel, with prior corporate/securities practice at Edwards Angell Palmer & Dodge LLP (now Locke Lord LLP) . Age 43 as of April 30, 2025 . Company performance context during her executive tenure: Total Shareholder Return index values of 76.38 (2020), 74.18 (2021), 85.56 (2022), 75.35 (2023), 33.82 (2024); Adjusted EBITDA of $126.6m (2020), $135.6m (2021), $172.7m (2022), $189.5m (2023), $184.1m (2024) . The Compensation Committee links pay to Adjusted EBITDA and revenue, plus subscriber KPIs, with discretion applied to bonuses .

Past Roles

External Roles

Fixed Compensation

• Base salary (annualized): held flat in 2025 amid expense reduction; prior cost-of-living increase in 2024 .

Multi-year Summary Compensation (actuals reported):

Performance Compensation

• Equity mix: 50% RSUs (time-based) and 50% PSUs (performance-based) in annual grants since 2021; no stock options granted to NEOs since 2013 .

Annual equity grants (20-trading-day average pricing approach):

PSU design and vesting:

• Metric: Relative TSR vs Russell 2000 over 3-year period ending Mar 13, 2028; shares delivered no later than Mar 13, 2029 .
• Payout curve: 0–150% of target if TSR ≥ 0 and percentile between bottom/top quartiles; capped at 100% if TSR < 0, even with relative outperformance .
• Vesting: 100% cliff at 3 years; continued employment required; special vesting on change in control, death, disability, retirement .

RSU vesting:

• 25% annually beginning one year from grant date .

Annual bonus (2024):

• Target: 60% of base salary .
• Actual payout: $103,206, equal to 50% of target, based on financial performance (revenue, Adjusted EBITDA) and specific achievements (system/process efficiencies, organization restructure/cost controls, regulatory funding support) .
• Weighting guidance: Company Performance 60–100%; Specific Individual Accomplishments 10–30%; General Individual Performance 10–15% with Committee discretion and heavier weight to Company financial performance in 2024 .

Equity Ownership & Alignment

• Beneficial ownership: 23,163 shares; less than 1% of class; held jointly with spouse .
• Stock ownership guidelines: Executives required to hold 2x annual base salary; retention of 75% of net shares until guideline met; Mary Mabey has not yet reached guideline as of Dec 31, 2024, but is in compliance with policy .
• Anti-hedging: Prohibits short sales and hedging/monetization transactions (e.g., collars, equity swaps, exchange funds) .
• Outstanding unvested awards at 12/31/2024: | Grant Date | Unvested RSUs (#) | Market Value ($) | Unvested PSUs (#) | Fair Value ($) | |---|---:|---:|---:|---:| | 3/12/2024 | 10,140 | $170,453 | 10,140 | $113,568 | | 3/7/2023 | 4,950 | $83,210 | 6,600 | $55,704 | | 3/25/2022 | 3,950 | $66,400 | 7,900 | $77,736 | | 3/9/2021 | 1,200 | $20,172 | — | — |
• Specific vest date noted: certain securities vest on March 12, 2027 (applicable to March 12, 2024 grants) .

Employment Terms

• Severance economics (as of a hypothetical event on Dec 31, 2024): | Scenario | Salary & Other Cash ($) | COBRA ($) | Equity Acceleration | RSU Vesting Value ($) | PSU Vesting Value ($) | Total ($) | |---|---:|---:|---|---:|---:|---:| | Termination without cause / good reason | $344,000 | $36,298 | N/A | — | — | $380,298 | | Change of control termination | $550,400 | $36,298 | 100% | $340,234 | $247,088 | $1,173,940 |
• Executive severance agreements amended on March 8, 2023: if terminated without cause/for good reason in the window around a change in control (3 months prior/12 months post; 18 months for CEO), PSUs immediately vest per award terms (i.e., double-trigger structure) .
• Clawbacks: Two policies adopted in 2023—Nasdaq-compliant recoupment for restatements (3-year lookback) and an officer policy allowing recoupment for misconduct materially adverse to the company; supplements statutory recovery rights .
• Insider policy: Anti-hedging applies company-wide; stock ownership retention requirement until guideline met; compliance affirmed (though not all executives have reached target levels) .

Performance & Track Record

Company-level performance measures informing compensation alignment:

Governance, Ownership Policies, and Say-on-Pay

• Stock ownership guidelines and retention requirements outlined above; Mary has not yet reached her guideline but complies with retention .
• “Say on Pay” approval exceeded 90% at the 2024 Annual Meeting, with the Board continuing annual say-on-pay votes thereafter .

Investment Implications

• Pay-for-performance alignment: Equal RSU/PSU mix with a three-year relative TSR PSU design directly links equity outcomes to shareholder returns; 2024 bonus at 50% of target reflects discretionary calibration to mixed financial outcomes and TSR compression .
• Retention and selling pressure: Unmet ownership guideline triggers a 75% net-share retention requirement, reducing near-term insider selling pressure; no options outstanding further lowers forced-selling risk from expirations .
• Change-of-control economics: Double-trigger acceleration and ~$1.17m estimated COC package create meaningful retention incentives but also standard golden parachute exposure; PSU acceleration terms were clarified/amended in 2023 .
• Alignment safeguards: Two clawback policies and anti-hedging restrictions are in place, and say-on-pay support remains strong, indicating shareholder acceptance of program structure despite 2024 TSR headwinds .