Pamela Lenehan
About Pamela F. Lenehan
Independent director since 2020 (age 72), Pamela F. Lenehan is ATN International’s Audit Committee Chair and an SEC-designated audit committee financial expert, bringing more than two decades of capital markets, corporate finance, and operating experience to the board . Her background includes founding Ridge Hill Consulting in 2002, CFO and senior operating roles in telecom hardware, and 14 years as a Managing Director in investment banking at Credit Suisse First Boston, following earlier corporate banking at Chase Manhattan Bank . She is considered independent under Nasdaq and SEC rules; all current directors except the Executive Chairman (Michael T. Prior) and CEO (Brad W. Martin) are independent as of January 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ridge Hill Consulting, LLC | Founder & President | Since June 2002 | Strategic advisory; long-standing governance/corporate finance expertise |
| Convergent Networks | Chief Financial Officer | Not disclosed | High-tech start-up finance leadership |
| Oak Industries (NYSE-listed) | SVP Corporate Development & Treasurer | Not disclosed | Corporate development, treasury, telecom components domain |
| Credit Suisse First Boston | Managing Director, Investment Banking | ~14 years | Capital markets, M&A, financing depth |
| Chase Manhattan Bank | Corporate Banking | Not disclosed | Early career credit/finance foundation |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Center for Women & Enterprise | Director | Governance/mission oversight |
| National Association of Corporate Directors (NACD) – New England Chapter | Director | Board education and governance practices |
| Women Corporate Directors – Boston Chapter | Co-Chair | Board diversity and governance leadership |
Board Governance
- Committee assignments: Audit Committee (Chair) and Nominating & Corporate Governance Committee (Member) .
- Independence: Determined independent by the Board and Nominating & Corporate Governance Committee; only the Executive Chairman and CEO are non-independent as of January 1, 2025 .
- Attendance: The Board met six times and no director attended fewer than 75% of Board and applicable committee meetings in 2024; Audit met nine times, Nominating & Corporate Governance met three times, Compensation met four times, Investment met three times .
- Lead Independent Director practice: The Lead Independent Director convenes independent director sessions at least annually and interfaces on agenda setting and independent oversight, reinforcing checks-and-balances given a non-independent Executive Chairman .
| Committee | Lenehan Role | 2024 Meetings | Notable Governance Responsibilities |
|---|---|---|---|
| Audit | Chair | 9 | Oversees external auditor, internal audit, financial reporting, risk (incl. cybersecurity/environmental), related-party review; Lenehan designated SEC “financial expert” |
| Nominating & Corporate Governance | Member | 3 | Director independence determinations, board refreshment, governance guidelines, board self-evaluations |
Fixed Compensation
- Policy structure: Non-employee directors receive $180,000 annually: $50,000 cash retainer plus approximately $130,000 stock grant (shares determined using a 20-day average closing price up to June 14, 2024) . Committee chair/member cash fees: Audit Chair $23,000; Audit Member $10,000; Compensation Chair $15,000; Compensation Member $7,500; Investment Chair $15,000; Investment Member $10,000; Nominating Chair $10,000; Nominating Member $4,000 .
| Component | Amount |
|---|---|
| Annual cash retainer (policy) | $50,000 |
| Committee chair/member fees (policy) | Audit Chair $23,000; Nominating Member $4,000 (applicable to Lenehan) |
| Equity retainer (policy target) | ~$130,000 (20-trading-day average used to size shares) |
- 2024 actual (Lenehan): Cash fees $92,000; Stock awards (grant-date fair value) $119,781; Total $211,781 .
| 2024 Director Compensation (Pamela F. Lenehan) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 92,000 |
| Stock Awards (grant-date fair value) | 119,781 |
| Total | 211,781 |
Performance Compensation
- Equity retainer mechanics: For 2024 grants, shares for the ~$130,000 stock retainer were determined using the average closing price over the 20 trading days up to and including June 14, 2024; this had the effect of making the dollar value reported lower than the $130,000 target .
- Director-level performance metrics: None disclosed for director equity retainers (they are structured as annual board grants under the Non-Employee Directors Compensation Policy and 2023 Equity Plan) .
| Director Equity Retainer Feature | 2024 Terms |
|---|---|
| Determination method | 20-trading-day average closing price up to June 14, 2024 |
| Reported fair value (Lenehan) | $119,781 |
| Instrument/policy | Non-Employee Directors Compensation Policy; 2023 Equity Plan |
| Performance conditions | Not disclosed for director retainers |
Company-wide incentive design (context): Executive equity awards split 50/50 between time-vested RSUs and performance-vested PSUs; PSUs vest on a 3-year cliff based on relative TSR vs. Russell 2000, with payout 0–150% at ≥0% TSR and capped at 100% if Company TSR <0% . Annual cash bonuses emphasize Adjusted EBITDA and revenue, with weighting ranges by role (Company performance generally 60–100%) .
| Executive Performance Metrics (context) | Description |
|---|---|
| Adjusted EBITDA (Company-selected measure) | Core operating performance linkage; disclosed as key measure in Pay vs Performance |
| Revenue | Emphasized in annual bonus determinations |
| TSR vs Russell 2000 (PSUs) | 3-year relative TSR; 0–150% payout; cap at 100% if TSR <0% |
Other Directorships & Interlocks
| Company/Organization | Role | Status |
|---|---|---|
| Rithm Capital | Director | Prior service |
| Monotype Imaging | Director | Prior service |
| Civitas Solutions | Director | Prior service |
| American Superconductor | Director | Prior service |
| Spartech Corporation | Director | Prior service |
| Avid Technology | Director | Prior service |
- Related-party/conflicts: The Audit Committee oversees related-party transactions; none requiring disclosure since January 1, 2024 .
Expertise & Qualifications
- SEC “audit committee financial expert” designation; financial sophistication per Nasdaq requirements .
- Deep finance and capital markets expertise (investment banking MD; corporate banking), CFO experience in technology/telecom hardware, and corporate development/treasury for a NYSE-listed telecom components manufacturer .
- Governance leadership via NACD and Women Corporate Directors; board refreshment and independence focus through Nominating & Corporate Governance Committee membership .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Pamela F. Lenehan | 26,166 | * (<1%) | Includes 1,500 shares owned by spouse; calculation based on 15,216,530 shares outstanding as of April 21, 2025 |
- Stock ownership guidelines: Non-executive directors must hold shares equal to 2x the annual retainer; until met, must retain 75% of net shares from vesting/exercise .
- Compliance: As of December 31, 2024, all executive officers and directors were in compliance; listed individuals not yet at guideline did not include Lenehan (implying she met/exceeded her guideline at that time) .
- Hedging policy: Directors/officers/employees are prohibited from short sales and hedging/monetization transactions (e.g., collars, swaps, exchange funds) under the Insider Trading Policy .
Governance Assessment
-
Strengths:
- Independence and audit oversight: Independent director, Audit Chair, and SEC-designated financial expert—strong signal for integrity of financial reporting and risk oversight .
- Attendance/engagement: No director fell below 75% attendance; Audit met nine times with executive/private sessions—indicates active oversight cadence .
- Ownership alignment: Beneficial ownership of 26,166 shares; director ownership guidelines in place and Board-wide compliance as of year-end 2024 .
- Controls and accountability: Robust clawback policies (executive-focused), anti-hedging policy, and no related-party transactions disclosed in 2024—all supportive of shareholder-friendly governance .
- Say-on-pay support: >90% approval at 2024 Annual Meeting—suggests investor confidence in pay practices and oversight .
-
Watch items / RED FLAGS:
- Executive Chairman non-independence and family ties to largest shareholder (Cornelius B. Prior Jr. at ~29.4%): Elevates importance of independent committee leadership and Lead Independent Director processes; Lenehan’s Audit chair role is a mitigating governance control but concentration risk remains at the Board level .
- Auditor fees rising: PwC fees increased from $4.920m (2023) to $5.095m (2024), reflecting complexity or expanded scope; continued vigilant Audit oversight warranted, though not inherently negative .
- Section 16(a) filing timeliness: One late Form 4 in 2024 (SVP Leon) due to administrative error; no issues noted for Lenehan—minor but monitored by governance teams .
-
Committee composition continuity: As Richard Ganong is not standing for re-election, Compensation and Investment Committee memberships are to be reconstituted post-Annual Meeting and posted to IR site—ongoing monitoring of committee balance remains prudent .
Overall: Lenehan’s profile (financial expert; Audit chair; independent; consistent engagement) supports investor confidence in ATNI’s governance and financial oversight. Key systemic risk is the presence of a non-independent Executive Chairman with family control influence, partially mitigated by independent chairs (including Lenehan) and Lead Independent Director structures .