Michael Prior
About Michael Prior
Michael T. Prior is ATN International’s Executive Chairman (since Jan 1, 2024), former CEO (2005–2023), and former CFO (2003–2005). He is age 60 and has served on ATN’s board since 2008; he became Chairman in 2018 and now serves as Executive Chairman, providing strategic counsel, government relations, and corporate development support while serving on boards of certain operating subsidiaries . Prior’s background includes partnership at Q Advisors and corporate law practice at Cleary Gottlieb, bringing financial and legal expertise to capital allocation and strategy . Company performance context: revenues and EBITDA have been broadly stable-to-down modestly in recent years; ATN’s 2024 pay-versus-performance table shows TSR at 33.82 (cumulative $100-based measure) for 2024, down from 75.35 in 2023, alongside Adjusted EBITDA of $184.1m in 2024 .
ATN multi-year financial context:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 585,509,000* | 707,983,000* | 745,711,000* | 711,658,000* |
| EBITDA ($) | 130,209,000* | 164,859,000* | 180,503,000* | 175,654,000* |
Values retrieved from S&P Global.
Sources: GetFinancials (ATNI).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ATN International | Executive Chairman | 2024–present | Strategy counsel to CEO; gov’t relations; corporate development; subsidiary boards . |
| ATN International | Chief Executive Officer | 2005–2023 | Led portfolio, network investment, M&A; capital allocation . |
| ATN International | Chief Financial Officer | 2003–2005 | Financial leadership; set capital framework . |
| Q Advisors LLC | Partner | Not disclosed | Investment banking for tech/telecom; corp. development experience . |
| Cleary Gottlieb Steen & Hamilton | Corporate Attorney | Not disclosed | Corporate law grounding in London/New York . |
External Roles
| Organization | Role | Years | Focus |
|---|---|---|---|
| Competitive Carriers Association | Board of Directors, Executive Committee | Current | Industry advocacy and policy for carriers . |
Fixed Compensation
| Year | Role | Base Salary (SCT, $) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 | Executive Chairman | 531,500 | Not eligible as Executive Chairman | — |
| 2023 | CEO | 693,232 | 100% of base (CEO) | 694,000 |
| 2022 | CEO | 674,000 | Not disclosed | 640,000 |
Notes: Annualized 2024 Executive Chairman base rate is $525,000 (no 2025 increases) . Company emphasized cost control in 2025, with no executive salary increases .
Performance Compensation
Annual equity is split 50/50 between RSUs (time-based) and PSUs (performance-based). RSUs vest ratably over 4 years; PSUs cliff-vest after 3 years based on relative TSR vs the Russell 2000 Index (0–150% payout; capped at 100% if ATN TSR is negative) .
- 2024 achievements (granted April 7, 2025): 42,472 RSUs (grant-date value $898,283) and 42,472 PSUs (grant-date value $1,032,494); RSUs vest annually; PSUs measured FY2025–FY2028 (3-year period ending Mar 13, 2028; delivery no later than Mar 13, 2029) .
- 2023 achievements (granted March 12, 2024): 21,720 RSUs (grant-date value $706,986) and 21,720 PSUs (grant-date value $754,336); RSUs vest 25% on Mar 12 each year 2025–2028; PSUs vest on Mar 12, 2027 subject to relative TSR .
Performance plan details (and 2023 CEO cash bonus for context):
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| PSUs (Relative TSR vs Russell 2000) | 100% of PSU award | 100% of target shares | 0–150% based on percentile; capped at 100% if ATN TSR < 0 | 3-year cliff (e.g., 3/12/2027 or 3/13/2028) |
| RSUs (Time-based) | N/A | N/A | N/A | 25% per year over 4 years (e.g., 3/12/2025–3/12/2028) |
| 2023 CEO cash bonus (context while CEO) | Higher weight to Company performance (within 60–80% ranges typical) | 100% of base | Paid 100% of target ($694,000) for 2023 | Paid annually |
Program mechanics: equity grants use a 20-trading-day average price to neutralize short-term volatility . Since 2013, NEO awards have been predominantly RSUs/PSUs; no option grants to NEOs during this period .
Equity Ownership & Alignment
- Beneficial ownership: 662,444 shares (4.3% of class) as of Apr 21, 2025. Includes shares held directly/through Michael T. Prior 2013 Trust and family trusts; Mr. Prior disclaims beneficial ownership of certain trust-held shares as trustee .
- Outstanding equity awards (12/31/2024):
- Unvested RSUs: 21,720 (2024 grant) – $365,113; 18,750 (2023) – $315,188; 10,725 (2022) – $180,287; 4,837 (2021) – $81,310 .
- Unvested PSUs (target): 21,720 (2024) – $243,264; 25,000 (2023) – $211,000; 21,450 (2022) – $211,068 .
- Options: Company reports no outstanding options; none exercised in 2024 .
- Ownership guidelines: Executives 2x salary; CEO 5x; Directors 2x retainer. All executives/directors were in compliance as of Dec 31, 2024; listed exceptions not including Mr. Prior (i.e., he met guidelines) .
- Hedging/pledging: Policy prohibits short sales and hedging/monetization transactions; no pledging disclosure noted .
- Insider transactions (pressure/intent): Open-market purchase of 10,000 ATNI shares by Michael Prior on Apr 29, 2024 at $19.88/share ($198.8k) . 2025 Form 4s reflect equity award-related filings .
Employment Terms
- Severance (non-CIC): If terminated without cause/for good reason, Executive Chairman entitlement equals 1.5x base salary plus 18 months COBRA at active-employee rates .
- Change-in-control (double-trigger): If terminated without cause/for good reason from 3 months before to 18 months after a CIC, Executive Chairman receives 1.5x base salary, 1.5x maximum target annual incentive, 18 months COBRA, and full vesting of all equity (RSUs/PSUs/options, if any) .
- Restrictive covenants: 1-year confidentiality, non-compete, non-solicit, non-circumvention post-termination .
- Clawback: Two policies adopted in 2023—Executive Clawback (mandatory recoupment after restatement) and Officer Clawback (restatement plus misconduct; broader recoupment authority) .
- Deferred compensation: Legacy NQDC plan credits equal to 8% of base salary (Prior is sole NEO participant post-2024). 2024: company contributed $42,520; aggregate balance $1,502,523; 2024 plan earnings $148,540 .
Board Governance
- Board service: Director since 2008; Chairman since 2018; Executive Chairman since 2024; Investment Committee member .
- Independence: Not independent (former CEO and son of founder/largest shareholder); committees (Audit, Compensation, Nominating & Governance) are fully independent and chaired by independent directors .
- Lead Independent Director: Dr. Bernard Bulkin; empowered to convene independent sessions, set agendas with Chair, and act as spokesperson for independent directors .
- Attendance: In 2024, no director attended fewer than 75% of Board/committee meetings .
- Director compensation: As Executive Chairman, receives no additional director pay; standard non-employee director retainers and equity apply to independent directors only .
Director Compensation (for context)
- Standard 2024 non-employee director package: $180k annual retainer (approx. $50k cash + $130k stock, shares sized by 20-day average); additional retainers for Lead Independent Director and committee roles .
Compensation Peer Group and Philosophy
- Philosophy: Target overall executive “total pay” and equity around 25th–50th percentile of peers; greater emphasis on PSUs (introduced 2021) to align pay with stockholder returns; use 20-day average grant price to smooth volatility .
- 2024/2025 peer companies include (selection): 8x8, Bandwidth, Brightcove, Cable One, Cogent Communications, Consolidated Communications, Consensus Cloud Solutions, Edgio, Gogo, IDT, KORE Group, Liberty Latin America, NETGEAR, Ooma, Ribbon Communications, Shenandoah Telecommunications, ViaSat, Wide Open West .
- Say-on-Pay: 2024 approval >90%; 2023 approval >95% .
Performance & Track Record
- Pay-versus-Performance (2024): TSR $33.82 (cumulative $100-based), Net Income $(31.9)m, Company-Selected Measure (Adjusted EBITDA) $184.1m .
- Broader trend: Revenues softened in 2024 ($712m*) vs 2023 ($746m*), with EBITDA at $175.7m* vs $180.5m* in 2023, reflecting mixed top-line and profitability dynamics during network investment cycles.*
Sources: Pay-versus-performance table ; GetFinancials (ATNI). Values retrieved from S&P Global.
Risk Indicators & Red Flags
- Hedging/shorting prohibited; no pledging disclosure; stock ownership guidelines in force (Prior compliant) .
- Option repricing: none; Company reports no options outstanding .
- Related-party transactions: none requiring disclosure since Jan 1, 2024 .
- Say-on-Pay support robust (>90% in 2024), reducing governance risk around compensation .
Compensation Structure Analysis
- Shift to PSUs (since 2021) increases performance linkage to relative TSR; payouts capped at 100% if negative TSR—shareholder-friendly design .
- No stock options for NEOs since 2013; reliance on RSUs/PSUs lowers risk of windfall from volatility and encourages retention .
- Executive Chairman role eliminates cash bonus eligibility; equity remains primary at-risk component (42,472 RSUs/PSUs granted for 2024 achievements) .
- Target pay positioning (25th–50th percentile) and use of independent consultant Compensia mitigate inflationary peer benchmarking risk .
Investment Implications
- Alignment: 4.3% beneficial ownership, compliance with ownership guidelines, and a 10,000-share open-market buy in Apr 2024 signal confidence and alignment; PSU design ties upside to multi-year TSR vs Russell 2000 .
- Retention/continuity: Executive Chairman severance and 3-year PSU cliffs (2027/2028) support continuity; non-compete/non-solicit reduce transition risk .
- Governance: Dual-role (Executive Chairman, non-independent) is mitigated by a strong Lead Independent Director and fully independent key committees; continued monitoring appropriate .
- Performance setup: Recent revenue/EBITDA softness and lower TSR in 2024 heighten the importance of execution on fiber/network initiatives; PSU caps in down markets temper windfalls, preserving pay-for-performance integrity .
References:
- Biographical/board data, independence, committees: .
- Ownership/beneficial holdings: .
- Compensation tables, grants, vesting, metrics: .
- Deferred comp, clawback, policies: .
- Severance/CIC: .
- Director compensation: .
- Peer group/philosophy: .
- Say-on-Pay: .
- Pay-versus-Performance (2024): .
- Insider open-market purchase: .