Patricia Jacobs
About Patricia A. Jacobs
Independent director of ATN International since 2023; age 61. Jacobs chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee, with a 37-year background leading corporate strategy, government/regulatory affairs, and revenue growth across telecommunications and other regulated industries; she retired from AT&T in November 2022 after regional president roles . ATN’s Board classifies Jacobs as independent under Nasdaq/SEC rules; no director attended fewer than 75% of Board or committee meetings in 2024, and all nominees attended the prior annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T | President, New England Region | 2010–2020 | Led strategy and growth initiatives across regulated telecom markets |
| AT&T | President, Northern Region | Mar 2020–Nov 2022 | Oversight across broader regional footprint until retirement |
| AT&T | VP, International Public Affairs | Prior roles | Led global initiatives and reputation campaigns |
| AT&T | Regional VP, Federal Public Affairs | Prior roles | Worked on mergers and federal legislative/regulatory matters |
| U.S. House Subcommittee on Energy & Power | Aide to Rep. Edward J. Markey | Prior | Energy policy staff experience |
| Massachusetts Senate Commerce & Labor Committee | Staff | Prior | State-level commerce and labor policy exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Massachusetts Port Authority (Massport) | Chair, Board; Chair Audit & Finance; Chair Human Resources, Compensation & Diversity | Appointed 2016; current | Public-sector infrastructure oversight; multi-committee leadership |
| Avangrid (NYSE: AGR) | Director; Executive Committee member | Current | Utility governance and executive committee participation |
| The New England Council | Vice Chair | Current | Regional business policy engagement |
| JFK Presidential Library Foundation | Director | Current | Non-profit governance |
| Boys & Girls Clubs of Boston | Director | Current | Community engagement |
| Home Base (MGH/Red Sox Foundation) | Leadership Council | Current | Veteran services advocacy |
Board Governance
- Committee roles: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Independent under Nasdaq/SEC standards as of Jan 1, 2025; Board majority independent; only CEO Brad Martin and Executive Chairman Michael Prior are non-independent .
- Attendance: Board met 6 times in 2024; no director <75% attendance; all nominees attended prior annual meeting .
- Lead Independent Director: Dr. Bernard Bulkin, empowered to convene independent director sessions at least annually and coordinate agendas/feedback .
- Nominating & Corporate Governance Committee met 3 times in 2024; oversees independence, board refreshment, self-evaluations, and sustainability oversight .
- Compensation Committee met 4 times in 2024; all members independent; retains Compensia as independent consultant and maintains clawback policies .
| Committee | Jacobs’ Role | 2024 Meetings | Independence (Committee) |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 3 | All members independent |
| Compensation | Member | 4 | All members independent; no interlocks disclosed |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees (2024) | $67,500 | Base cash retainer $50,000 + Nominating Chair $10,000 + Compensation Member $7,500 |
| Stock awards (2024) | $119,781 | Annual stock retainer targeted at ~$130,000; shares determined using 20-day average closing price to June 14, 2024 |
| Total (2024) | $187,281 | Non-employee director compensation |
Fee schedule (policy):
- Annual director retainer: $180,000 ($50,000 cash + ~$130,000 stock; stock calculated using 20-day average) .
- Additional retainers: Lead Independent Director $25,000; Committee chairs/members as below .
| Committee | Chair Fee (Cash) | Member Fee (Cash) |
|---|---|---|
| Audit | $23,000 | $10,000 |
| Compensation | $15,000 | $7,500 |
| Investment | $15,000 | $10,000 |
| Nominating & Corporate Governance | $10,000 | $4,000 |
Performance Compensation (Director)
| Performance metrics tied to director pay | Status |
|---|---|
| Performance-based director pay/metrics | Not disclosed; director compensation is structured as fixed cash + equity retainer under the Non-Employee Directors Compensation Policy |
Other Directorships & Interlocks
| Company/Entity | Relationship to ATN | Potential Interlock/Conflict Considerations |
|---|---|---|
| Avangrid (NYSE: AGR) | Unrelated utility | Public company directorship; Executive Committee role; no ATN-related person transactions disclosed |
| Massport | Public authority | Public-sector oversight; no ATN-related person transactions disclosed |
Related-person transactions: None requiring disclosure since Jan 1, 2024 . Compensation Committee interlocks: None disclosed for members (including Jacobs) .
Expertise & Qualifications
- Corporate strategy and revenue expansion in capital-intensive, regulated industries; extensive government/regulatory affairs experience .
- International public affairs and federal regulatory/merger experience; enhances board oversight of regulatory and governmental risks .
- Board leadership across public, private, and non-profit organizations; committee chair experience .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Patricia A. Jacobs | 9,038 | <1% (asterisked by company) | Based on 15,216,530 shares outstanding (record date Apr 21, 2025) |
- Stock ownership guidelines: Non-executive directors must hold 2x annual retainer; until met, must retain 75% of net shares from equity awards .
- Compliance status: Policy compliance as of Dec 31, 2024, but Jacobs has not yet reached the ownership guideline threshold .
- Hedging/pledging: Hedging and short sales prohibited by Insider Trading Policy; pledging not disclosed .
- Section 16 compliance: Company reported one late Form 4 in 2024 (Justin Leon); no late filings indicated for Jacobs .
Governance Assessment
- Strengths
- Independent director; chairs Nominating & Corporate Governance and serves on Compensation—positions central to board effectiveness and refreshment .
- Solid 2024 attendance at Board/committee level across all directors; Jacobs’ committees active (7 combined meetings) .
- Director pay structure balanced (cash + equity), aligned with peer practices; transparent fee schedule and equity calculation method .
- No related-person transactions disclosed; Compensation Committee interlocks absent—reduces conflict-of-interest risk .
- Company-wide governance signals: >90% say-on-pay approval at 2024 annual meeting; clawback policies adopted in 2023; anti-hedging policy in place .
- Considerations / potential investor confidence signals
- Ownership alignment: Jacobs has not yet met director ownership guideline; while policy retention mitigates, this is a watch item for alignment progress over time .
- Multiple external commitments (Massport Chair; Avangrid Director; several non-profit boards) imply significant time demands; continued monitoring of attendance/engagement remains prudent .
- RED FLAGS
- None identified in ATN disclosures for conflicts, related-person transactions, hedging/pledging, or attendance; guideline shortfall noted above for ownership alignment monitoring .