ATN INTERNATIONAL INC (ATNI)
Sector: Communication
2026 Annual Meeting Analysis
ATN INTERNATIONAL INC · Meeting: June 16, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2016 with strong relevant experience; the 3-year TSR gap versus the company-disclosed peer group median is -12.0pp, which does not exceed the 20pp threshold for a negative absolute TSR company, so the TSR trigger does not fire; no overboarding, attendance, or independence concerns.
Director since 2022 with relevant telecom and finance expertise; joined in 2022 so her tenure overlaps meaningfully with the underperformance period but the 3-year TSR gap of -12.0pp does not exceed the 20pp peer-group threshold, so no trigger fires; no other disqualifying flags.
Director since 2023, joining after a significant portion of the underperformance was already established; the 3-year peer TSR gap of -12.0pp does not exceed the 20pp threshold; no overboarding, attendance, or independence concerns.
Director since 2023 with deep telecom and regulatory experience; joined after underperformance was already underway and the 3-year peer TSR gap of -12.0pp does not exceed the 20pp threshold; no disqualifying flags.
New director nominee appointed as CEO in April 2026 with no prior board tenure at ATNI; exempt from the TSR trigger as he has not yet served on the board; brings extensive telecom operating experience as former CEO of Liberty Communications Puerto Rico.
Director since 2020 and Audit Committee Chair with strong financial expertise qualifying her as an audit committee financial expert; the 3-year peer TSR gap of -12.0pp does not exceed the 20pp threshold; no overboarding, attendance, or independence concerns.
Executive Chairman and director since 2008 with deep company and industry knowledge; the 3-year TSR gap versus disclosed peer group median is -12.0pp, which does not exceed the 20pp trigger threshold for a company with negative absolute 3-year TSR; non-independent status is appropriately disclosed and he does not sit on audit or compensation committees; familial relationship with founder Cornelius B. Prior Jr. is flagged but the board appropriately designates him as non-independent.
All seven director nominees pass the TSR trigger test: ATNI's 3-year absolute return is -20.0% (negative), and the company's 3-year return trails the disclosed compensation peer group median by only 12.0 percentage points, well below the 20pp threshold required to trigger a vote against. No directors are overboarded, all attended at least 75% of meetings, and committee compositions are appropriately independent. Naji Khoury is a new nominee exempt from TSR analysis.
Say on Pay
✓ FORCEO
Brad W. Martin
Total Comp
$3,035,458
Prior Support
95.56%%
The CEO's total compensation of $3,035,458 is reasonable for a small-cap ($421M market cap) telecom company, and the prior Say on Pay vote received over 95% support in 2025, indicating strong shareholder endorsement. The pay program uses a healthy mix of variable pay — base salary of $525,000 represents only about 17% of total compensation, with the remainder in performance-sensitive stock awards and cash bonuses tied to Adjusted EBITDA and cash flow targets the company actually exceeded in 2025. The company has a meaningful clawback policy adopted in 2023, and the pay-for-performance check is not triggered because while the stock has underperformed its sector ETF (XLC), the variable pay levels are not above benchmark relative to the company's own disclosed peer group, which the compensation committee targets at the 25th-50th percentile range.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
24 yrs
Audit Fees
$4,717,000
Non-Audit Fees
$360,000
Non-audit fees (audit-related fees of $140K plus tax fees of $20K plus all other fees of $200K = $360K) represent approximately 7.6% of core audit fees ($4,717K), well below the 50% threshold that would trigger a concern about auditor independence. PwC has served since 2002 (approximately 24 years), which is below the 25-year tenure threshold in our policy. PwC is a Big 4 firm appropriate for a company of this size and complexity.
Overall Assessment
The 2026 ATNI annual meeting presents three standard proposals: election of seven directors (all recommended FOR as the peer-relative TSR underperformance trigger does not fire), ratification of PricewaterhouseCoopers (recommended FOR with clean fee ratios and tenure just under the 25-year threshold), and a Say on Pay vote (recommended FOR given reasonable CEO pay levels, strong 95%+ prior-year support, and a pay structure that ties the majority of compensation to performance). There are no stockholder proposals on the ballot.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing