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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

ATN International, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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[MISSING IMAGE: lg_atninternational-4clr.jpg]

ATN INTERNATIONAL, INC.
500 Cummings Center, Suite 2450
Beverly, MA 01915

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD June 6, 2023

April 27, 2023

Dear Stockholder:

You are cordially invited to attend our Annual Meeting of Stockholders to be held at ATN’s headquarters location, 500 Cummings Center, Suite 2450, Beverly, MA 01915 on Tuesday, June 6, 2023 at 9:00 a.m. ET (the “Annual Meeting”). The Annual Meeting is scheduled to be held for the following purposes:

To elect seven directors to hold office until the next annual meeting of stockholders or until their respective successors are elected and qualified;

To approve the adoption of the Company’s 2023 Equity Compensation Plan and the reservation of 1,400,000 shares for issuance in accordance therewith;

To hold an advisory vote (known as a “Say on Pay” vote) on the compensation of our named executive officers;

To hold an advisory vote (known as a “Say When on Pay” vote) on the frequency of future advisory votes on the compensation of our named executive officers;

To ratify the selection of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2023; and

To transact any other business that may properly come before the Annual Meeting or any adjournments or postponements thereof.

Stockholders of record at the close of business on April 14, 2023 are entitled to notice of, and to vote at, the Annual Meeting. During the ten days prior to the Annual Meeting, a list of such stockholders will be available for inspection during our ordinary business hours at our office at the address above.

Whether or not you expect to attend the meeting, please cast your vote via the Internet, telephone or mail to ensure that your shares are represented at the Annual Meeting. If you attend the meeting and vote in person, your proxy will not be used.

By order of the Board of Directors,

Mary M. Mabey
Secretary

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	Page
GENERAL INFORMATION ABOUT VOTING		1
Who Can Vote		1
Voting		1
Quorum		2
Votes Required		2
Revocability of Proxies		3
Voting Results		3
Where Can I Find the Voting Results of the Annual Meeting?		3
Solicitation Expenses		3
Who to Contact for Additional Information		3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		4
PROPOSAL 1: ELECTION OF DIRECTORS		6
Vote Required		6
Recommendation of our Board of Directors		6
DIRECTOR AND NOMINEE EXPERIENCE AND QUALIFICATIONS		7
PROPOSAL 2: APPROVAL OF THE ADOPTION OF THE COMPANY’S 2023 EQUITY COMPENSATION PLAN		15
Summary of the Company’s 2022 Equity Compensation Plan		18
Vote Required		26
Recommendation of our Board of Directors		26
PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION		27
Vote Required		27
Recommendation of our Board of Directors		27
PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF EXECUTIVE COMPENSATION VOTE		28
Vote Required		28
Recommendation of our Board of Directors		28
PROPOSAL 5: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR		29
Vote Required		29
Recommendation of our Board of Directors		29
CORPORATE GOVERNANCE		30
General		30
Board Leadership Structure		30
Director Nomination Process		31
Board Refreshment		31
Determination of Independence		32
Risk Management and Risk Assessment		32
Communications from Stockholders and Other Interested Parties		33
Board of Directors’ Meetings and Committees		33
Compensation Committee Interlocks and Insider Participation		36
INDEPENDENT AUDITOR		38
Independent Auditor Fees and Services		38

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	Page
Audit Committee Pre-Approval Policy and Procedures		38
Audit Committee Report		38
EXECUTIVE OFFICERS		40
EXECUTIVE OFFICER COMPENSATION		41
Compensation Discussion and Analysis		41
Compensation Committee Report		49
2022 Summary Compensation Table		50
Grants of Plan Based Awards in 2022		51
Outstanding Equity Awards at Fiscal Year-End 2022		52
Option Exercises and Stock Vested in 2022		53
Securities Authorized for Issuance Under Equity Compensation Plans		53
Non-Qualified Deferred Compensation Plan Transactions in 2022		54
Potential Payments Upon Termination or Change of Control		54
Pay Ratio Disclosure		55
Pay Versus Performance Table		57
Tabular List of Important Financial Measures		58
DIRECTOR COMPENSATION		61
2022 Director Compensation Table		61
RELATED PERSON TRANSACTIONS		63
Policy on Related Person Transactions		63
ADDITIONAL INFORMATION		64
Environmental, Social and Governance Business Integration		64
Stockholder Proposals for 2024 Annual Meeting		66
Householding of Annual Meeting Materials		66
Annual Report and Other SEC Filings		66
ANNEX A		A-1
2023 Equity Compensation Plan		A-1

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ATN INTERNATIONAL, INC.
500 Cummings Center, Suite 2450
Beverly, MA 01915

PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 6, 2023

GENERAL INFORMATION ABOUT VOTING

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of ATN International, Inc., a Delaware corporation (the “Company,” “we,” “us,” and “our”), for use at the 2023 Annual Meeting of Stockholders to be held on June 6, 2023, at 9:00 a.m. ET (the “Annual Meeting”), or any adjournments or postponements thereof.

Pursuant to certain rules of the U.S. Securities and Exchange Commission (“SEC”) that allow issuers to furnish proxy materials to stockholders over the Internet, we are posting our proxy materials on the Internet and delivering a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access or request a copy of our Proxy Statement, our Annual Letter to Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2022 (excluding exhibits). We first mailed the Notice to stockholders on April 27, 2023, unless they requested printed copies of our proxy materials. If you would like to receive a paper or e-mail copy of our proxy materials, please follow the instructions in the Notice. If you requested printed versions of these materials by mail, they will also include a proxy card for the Annual Meeting on June 6, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 6, 2023: This Proxy Statement and our 2022 Annual Report on Form 10-K are available at http://ir.atni.com/financials.cfm.

This document includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.

Who Can Vote

Only stockholders of record at the close of business on April 14, 2023 are entitled to vote at the Annual Meeting. On that date, 15,787,337 shares of common stock, par value $0.01 per share (“Common Stock”), were outstanding, with each share entitled to one vote. If your shares are registered with our transfer agent directly in your name, you are considered the stockholder of record with respect to those shares. If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the beneficial owner of those shares. As a beneficial owner, you may direct your broker or other holder of record on how to vote your owned shares by following their instructions.

Voting

You may vote your shares held of record either by attending the meeting and voting in person or voting by proxy. To vote in person, you must attend the Annual Meeting and cast your vote. You do not need to register in advance to attend the Annual Meeting. On April 27, 2023, we mailed the Notice to stockholders, unless they requested printed copies of our proxy materials. The Notice contains instructions on how to access our proxy materials and how to vote. You may vote over the Internet or by telephone prior to the Annual Meeting, or, if you requested printed copies of our proxy materials, by completing, dating and returning a proxy card. Please review the instructions on the Notice or on the proxy card regarding your voting options. Any proxy that is voted according to the instructions included in the Notice or on the proxy card will be voted in the manner instructed by the stockholder, and if no instructions are given, the shares represented thereby will be voted by the proxy holders as follows:

•

FOR the election of the director nominees named herein;

•

FOR the approval of the adoption of the Company’s 2023 Equity Compensation Plan and the reservation of 1,400,000 shares of Company common stock for issuance therewith;

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•

FOR an advisory vote to approve the compensation of our named executive officers;

•

FOR the frequency of an advisory vote to approve the compensation of our named executive officers to take place EVERY THREE YEARS;

•

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor; and

•

in accordance with the judgment of the proxy holders named on the proxy as to any other matter that is properly brought before the Annual Meeting, or any adjournments or postponements thereof.

If you hold your shares through a bank, broker or other nominee, the bank, broker or other nominee will give you separate instructions for voting your shares. Telephone and Internet voting will also be offered to stockholders owning shares through certain banks and brokers. You must make arrangements with your bank, broker or other nominee in advance of the Annual Meeting to vote your shares in person.

Quorum

The holders of a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, whether present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. If a quorum is not present at the Annual Meeting, the stockholders present may adjourn the Annual Meeting from time to time, without notice, other than by announcement at the meeting, until a quorum is present or represented. At any such subsequent meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

Votes Required

Proposal 1, the election of each director nominee, requires the affirmative vote of a majority of the votes cast and entitled to vote at the Annual Meeting regarding such director nominee’s election. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the election of the director nominees. A broker non-vote occurs when a bank, broker or other nominee cannot vote a customer’s shares registered in the bank’s, broker’s or other nominee’s name because the customer did not send instructions on how to vote on the matter and the bank, broker or nominee is prohibited by law or stock exchange regulations from exercising its discretionary voting authority in the particular matter. Banks, brokers and other nominees will not be entitled to vote a customer’s shares in their discretion on Proposal 1.

Proposal 2, approval of the adoption of the Company’s 2023 Equity Compensation Plan and the reservation of 1,400,000 shares of Company common stock for issuance therewith requires the affirmative vote of a majority of the shares present at the Annual Meeting, or represented by proxy, and entitled to vote on the matter. Abstentions will be considered to be votes present and entitled to vote on this proposal and, therefore, they will have the effect of a vote against this proposal. Banks, brokers and other nominees will not be entitled to vote a customer’s shares in their discretion on Proposal 2, however, such broker non-votes will have no effect on Proposal 2.

Proposal 3, the advisory vote on the compensation of our named executive officers, requires the affirmative vote of a majority of the shares present, or represented by proxy, and entitled to vote on the matter. Abstentions will be considered to be votes present and entitled to vote on this proposal and, therefore, they will have the effect of a vote against this proposal. Banks, brokers and other nominees will not be entitled to vote a customer’s shares in their discretion on Proposal 3, however, such broker non-votes will have no effect on Proposal 3.

Proposal 4, the advisory vote to determine the frequency of future advisory votes on the compensation of our named executive officers, requires an affirmative vote of a plurality of the shares cast and entitled to vote on the matter. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the results of Proposal 4.

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Proposal 5, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2023 requires the affirmative vote of a majority of the shares present at the Annual Meeting, or represented by proxy, and entitled to vote on the matter. Abstentions will be considered to be votes present and entitled to vote on this proposal and, therefore, they will have the effect of a vote against this proposal. Banks, brokers and other nominees will be entitled to vote a customer’s shares in their discretion on Proposal 5, so there will be no broker non-votes on Proposal 5.

Revocability of Proxies

A proxy may be revoked at any time before it is exercised by delivering a written revocation to ATN International, Inc., Attn: Secretary, 500 Cummings Center, Suite 2450, Beverly, MA 01915. A proxy may also be revoked by re-voting by Internet or by telephone as instructed on your Notice or proxy card, as applicable, or by voting in person at the Annual Meeting. If you hold your shares through a bank, broker or other nominee, you must make arrangements with your bank, broker, or other nominee to revoke your proxy.

Where Can I Find the Voting Results of the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary results, or final results if available, in a Current Report on Form 8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form 8-K, then we will file an amended report on Form 8-K to disclose the final voting results within four business days after the final voting results are known.

Solicitation Expenses

This solicitation is being made by us and as such, we will bear all costs of solicitation of proxies. In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail, facsimile and personal interviews. We will request brokers, banks, and other holders of record to forward proxy soliciting material to beneficial owners. We will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of the proxy materials. In addition, we will engage Broadridge Investor Communications Solutions, Inc. to assist in the distribution of proxy materials to banks, brokers, nominees and intermediaries at an estimated cost of approximately $20,000 for any such services, plus reasonable out-of-pocket expenses.

Who to Contact for Additional Information

If you have questions about how to submit your proxy, or if you received paper copies of our proxy materials and you need additional copies of this Proxy Statement or the enclosed proxy card, please contact our proxy solicitor:

Broadridge Investor Communications Solutions, Inc.
BY INTERNET: www.proxyvote.com
BY TELEPHONE: 1-800-579-1639
BY E-MAIL: sendmaterial@proxyvote.com

If you have questions about attending the meeting in person or require directions, please contact us at the following address or telephone number:

ATN International, Inc.
Attn: Investor Relations
500 Cummings Center
Suite 2450
Beverly, MA 01915
BY TELEPHONE: (978) 619-1300
BY E-MAIL: ir@atni.com

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us as of April 14, 2023 (unless otherwise indicated in the footnotes to this table) with respect to the shares of our common stock that were beneficially owned as of such date by:

•

each of our current directors and director nominees;

•

each of our named executive officers as listed in the Summary Compensation Table herein;

•

all of our current directors and executive officers as a group; and

•

each person (including any partnership, syndicate or other group) known to us to be the beneficial owner of more than 5% of our outstanding shares of Common Stock.

The number of shares beneficially owned by each person listed below includes any shares that the person has a right to acquire on or before June 13, 2023 by exercising rights to acquire shares. For each person listed below, the percentage set forth under “Percent of Class” was calculated based on 15,789,317 shares of Common Stock outstanding on April 14, 2023, plus any shares that person could acquire on or before June 13, 2023. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment power with respect to the shares shown as beneficially owned by them. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o ATN International, Inc., 500 Cummings Center, Suite 2450, Beverly, MA 01915.

	Shares Beneficially Owned
Beneficial Owners	Number		Percent of Class
Directors, Director Nominees, Named Executive Officers:
Michael T. Prior(1)		585,704		3.71%
Bernard J. Bulkin		14,759		*
James S. Eisenstein		8,982		*
Richard J. Ganong		11,549		*
April V. Henry		3,880		*
Derek Hudson		—		*
Patricia Jacobs		—		*
Pamela F. Lenehan		7,628		*
Liane J. Pelletier		20,816		*
Justin D. Benincasa(2)		34,229		*
Justin M. Leon		3,094		*
Mary M. Mabey(3)		11,256		*
Brad W. Martin		15,062		*
All Current Directors, Director Nominees and Executive Officers as a group (13 persons)(4)		716,960		4.54%
5% Stockholders:
Cornelius B. Prior, Jr.(5)		4,184,730		26.50%
BlackRock, Inc.(6)		1,804,666		11.43%
The Vanguard Group(7)		1,178,440		7.46%
Dimensional Fund Advisors LP(8)		1,117,532		7.08%
Global Alpha Capital Management Ltd.(9)		1,151,352		7.29%

Less than 1%.

(1)

Includes 448,349 shares owned by Mr. Prior or the Michael T. Prior 2013 Trust and 128,847 shares owned by the Lauren T. Prior 2013 Trust, for each of which Mr. Prior serves as trustee. Also includes

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8,041 shares held by the RP 2014 Trust, 7,741 shares held by the WP 2015 Trust, 8,141 shares held by the JP 2018 Trust and 3,335 shares held by the Prior Family Trust 2019. Mr. Prior serves as trustee for each trust and disclaims beneficial ownership of all shares held by these trusts.

(2)

Includes 42,142 shares owned by Justin D. Benincasa Revocable Trust, for which Mr. Benincasa serves as trustee.

(3)

Includes 7,979 shares held jointly with Ms. Mabey’s spouse.

(4)

See footnotes (1) through (3).

(5)

Based on information contained in this holder’s schedule 13G/A filed with the SEC on February 9, 2023. Mr. C.B. Prior has sole voting and dispositive power with respect to 4,184,730 shares and shared voting and dispositive power with respect to 500 shares. The business address for Mr. C.B. Prior is 5521 Curacao Gade, St. Thomas, Virgin Islands 00802.

(6)

Based on information contained in this holder’s schedule 13G/A filed with the SEC on January 26, 2023, BlackRock, Inc. (“Blackrock”) has sole voting power with respect to 1,771,991 shares and sole dispositive power with respect to 1,804,666 shares. The address of Blackrock is 55 East 52nd Street, New York, New York 10055.

(7)

Based on information contained in this holder’s schedule 13G/A filed with the SEC on February 9, 2023, The Vanguard Group (“Vanguard”) does not have sole voting power with respect to any shares, shared voting power with respect to 7,313 shares, sole dispositive power with respect to 1,162,873 shares and shared dispositive power with respect to 15,567 shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

(8)

Based on information contained in this holder’s schedule 13G/A filed with the SEC on February 10, 2023, Dimensional Fund Advisors LP (“Dimensional”) has sole voting power with respect to 1,095,521 shares and sole dispositive power with respect to 1,117,532 shares. The address of Dimensional is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

(9)

Based on information contained in this holder’s schedule 13G/A filed with the SEC on February 10, 2023, Global Alpha Capital Management Ltd. (“Global Alpha”) has sole voting power with respect to 823,537 shares and sole dispositive power with respect to 1,151,352 shares. The address of Global Alpha is 1800 McGill College, Suite 1300, Montreal, Quebec, H3A 3J6, Canada.

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PROPOSAL 1: ELECTION OF DIRECTORS

Stockholders are being asked to elect the following seven members to our Board to hold office until our next annual meeting of stockholders or until their respective successors are elected and qualified, subject to their earlier retirement, resignation or removal:

Bernard J. Bulkin
Richard J. Ganong
April V. Henry
Derek Hudson
Patricia Jacobs
Pamela F. Lenehan
Michael T. Prior

Each nominee has consented to his or her nomination and is expected to stand for election. However, if any nominee is unable or unwilling to serve, proxies will be voted for a replacement candidate nominated by our Board. Biographical information for each of the nominees is set forth below under “Director and Nominee Experience and Qualifications.” Mr. Eisenstein and Ms. Pelletier are not standing for re-election as directors and accordingly, will cease to serve as directors following the Annual Meeting. The Board thanks Ms. Pelletier and Mr. Eisenstein for their years of service.

Vote Required

Each director nominee must be elected by an affirmative vote of a majority of the votes cast at the Annual Meeting and entitled to vote on such director nominee’s election. Abstentions and broker non-votes will not be treated as votes cast and, therefore, will not affect the outcome of the elections.

If a director nominee does not receive a majority of the votes cast regarding his or her election, such nominee will be required to submit an irrevocable resignation to the Nominating and Corporate Governance Committee of the Board, and the committee will then make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board will then act on the resignation, taking into account the committee’s recommendation, and we will publicly disclose (by filing an appropriate disclosure with the SEC) the Board’s decision regarding the resignation within 90 days following certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation, and the Board in making its decision, each may consider any factors and other information that they consider appropriate and relevant.

Recommendation of our Board of Directors

OUR BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THESE NOMINEES.

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DIRECTOR AND NOMINEE EXPERIENCE AND QUALIFICATIONS

Our Board believes that diversity among Board members in background, expertise and life experience is beneficial as it expands the range of perspectives brought to Board deliberations. Accordingly, our Nominating and Corporate Governance Committee utilizes a matrix of skills to consider a wide range of capabilities that each nominee may bring to the Board, as well as differences of viewpoint, professional experience, education, skill and other characteristics that are relevant to the current needs of the Company. Additional information about the Director candidates follows on page 9.

Our Director candidates skills, experience, and attributes at a glance:

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Set forth below is biographical information about each of the nominees for director:

DR. BERNARD J. BULKIN

Dr. Bulkin was selected as a candidate for the Board due to his extensive corporate board and governance experience and his work and board experience in infrastructure businesses, including renewable energy. Dr. Bulkin held several senior management roles in a highly regulated, capital intensive industry and brings particular expertise with respect to operational and general management oversight, as well as technology adoption and product development. He is also a shareholder director of a holding company for the Company’s renewable energy business, operating under the Vibrant name in India.

Age: 81
Director Since: 2016

Current ATN Board of Director Roles:

•

Independent Lead Director

•

Chair, Nominating and Corporate Governance Committee

•

Member, Audit Committee

Top Three Identified Skills:

•

Corporate Governance

•

Investment and Capital Allocation

•

General Management

Dr. Bulkin has held several senior management roles throughout his approximately twenty-year career at British Petroleum, including Director of the refining business, Vice President Environmental Affairs, and Chief Scientist, and left BP in 2003. He is currently a Director VH-Global Sustainable Energy Opportunities Plc (LDN:GSEO) (Chairman), QLM Technology Ltd (Chairman). Dr. Bulkin has served on the boards of Severn Trent plc, Ludgate Investments Limited, HMN Colmworth Ltd., ARQ, Ltd., Chemrec AB, REAC Fuel AB, and Ze-gen Corporation, and chaired the boards of two UK public companies: AEA Technology plc (from 2005 until 2009), and Pursuit Dynamics Plc (from 2011 until 2013). Dr. Bulkin served as Chair of the UK Office of Renewable Energy from 2010 until 2013, was a member of the FTSE Environmental Markets Advisory Committee (2010-2017) and has held several other UK government roles in sustainable energy and transport.

Dr. Bulkin earned a B.S. in Chemistry from the Polytechnic Institute of Brooklyn and a Ph.D. in Physical Chemistry from Purdue University. Dr. Bulkin is Emeritus Professorial Fellow at the University of Cambridge and is the author of Crash Course (2015) and Solving Chemistry (2019). He was awarded the Honour of Officer of the Order of the British Empire (OBE) in the 2017 New Year Honours List.

RICHARD J. GANONG

Mr. Ganong was selected as a candidate for the Board due to his extensive investment background and his corporate advisory experience. In particular, Mr. Ganong’s experience in investment management brings particular expertise to the Board in advising management with respect to capital allocation discipline and review.

Age: 59
Director Since: 2018

Current ATN Board of Director Roles:

•

Chair, Compensation Committee

•

Member, Investment Committee

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Top Three Identified Skills:

•

Corporate Development

•

Investment and Capital Allocation

•

Technology

Mr. Ganong previously worked at the Tudor Investment Corporation, an internationally recognized diversified investment management firm, from 1993 to 2009, including as a Partner from 2000 to 2009, and was a founding General Partner of the Tudor Venture Group which managed a series of funds providing growth capital to private companies in various information technology industries. Mr. Ganong was the Senior Vice President of Development and Alumni Relations at Bowdoin College from 2014 to 2016 and most recently founded Five Pine Partners, an investment and advisory boutique. Mr. Ganong also is an emeritus member of the Board of Overseers at the Tuck School at Dartmouth. He is currently a member of the Board of Directors of LMCG Investments, LLC and the Secretary of the Gasparilla Island Conservation and Improvement Association.

Mr. Ganong holds a Bachelor of Arts from Bowdoin College and an MBA from the Tuck School at Dartmouth.

APRIL V. HENRY

Ms. Henry was selected as a candidate for the Board due to her technology expertise and experience, with both smaller and larger companies, and her years sourcing and evaluating deals, mergers, acquisitions and strategic partnerships for major media companies. Ms. Henry’s experience brings particular emphasis to the Board with respect to corporate development and capital allocation advising.

Age: 53
Director Since: 2022

Current ATN Board of Director Roles:

•

Member, Audit Committee

•

Member, Investment Committee

Top Three Identified Skills:

•

Corporate Development

•

Investment and Capital Allocation

•

Technology

Ms. Henry is the General Partner of Defiance Capital, an early-stage venture capital fund as well as the Founder and Managing Partner of Hawkeye Digital, a management consulting firm that is focused on driving revenue growth, core decision-making and business and human capital transformation at critical points in their growth cycle. In addition, Ms. Henry is currently a director of SciPlay Corporation (Nasdaq: SCPL). Prior to her current roles, Ms. Henry was the Executive Vice President of Corporate Development for Science Inc. and Science Strategic Acquisition Corp. Alpha (Nasdaq: SSAA) from 2020 to 2022, Co-Founder and Chief Revenue Officer of equell, Inc. from 2018 to 2019, a Senior Vice President of Business Development at NBC Universal, LLC from 2016 to 2018, and the Chief of Staff of Development and Vice President of Corporate Development of Yahoo, Inc. from 2011 to 2015. Prior to that, Ms. Henry spent a number of years in the early part of her career with Morgan Stanley as a research analyst covering telecommunications and technology companies, and held positions with Index Ventures and News Corporation. Ms. Henry is on the Advisory Board of Evalla Advisors LLC and a special advisor to S4 Capital, PLC.

Ms. Henry received her undergraduate degree in Political Science from Columbia University.

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DEREK HUDSON

Mr. Hudson was selected as a candidate for the Board for his management and professional expertise in both a highly regulated industry and in the Caribbean. In particular, Mr. Hudson has over three decades of experience in the oil and gas industry.

Age: 67

Top Three Identified Skills:

•

Investment and Capital Allocation

•

Corporate Development

•

Regulated Industry

Mr. Hudson currently serves as the Chairman of the Board of Scotia Bank Trinidad and Tobago Limited and has been a member of the Board since June 2016. Following his retirement from his role as Shell’s Vice President and Country Chairman, Trinidad & Tobago from June 2016 to June 2019, Mr. Hudson most recently served as a Business Advisor to Shell’s Integrated Gas Business until June 2021. Prior to the combination of Royal Dutch Shell and BG Group in February 2016, Mr. Hudson served as President and Asset General Manager of BG Trinidad & Tobago from 2007 to 2012 and thereafter assumed a similar role for BG in East Africa, covering Tanzania, Kenya and Madagascar. Mr. Hudson joined BG Group in 1995 and held previous roles as Vice President of one of BG’s UK upstream businesses from 2000 to 2004 and Chief of Staff in Trinidad and Tobago from 2005 to 2007. Mr. Hudson has also served on the board of Atlantic LNG, a joint venture owned by Shell, BP and the National Gas Company of Trinidad and Tobago, and at present is a non-Executive Director of Trinity Energy, a UK registered independent company focused on Trinidad and Tobago. He has also served on NGOs and other voluntary organizations in Trinidad and Tobago, and performed the role of Non-Executive Chairman of the Port Authority of Trinidad and Tobago from 2005 – 2010.

PATRICIA JACOBS

Ms. Jacobs was selected as a candidate to the Company’s board due to her extensive national and international expertise in leading corporate strategy and driving revenue growth in capital-intensive regulated industries, including communications, energy, and transportation.

Age: 59

Top Three Identified Skills:

•

General Management

•

Business Development

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Operations

Ms. Jacobs held several leadership positions during her 37-year career in telecommunications, energy, and government, including President, New England Region for AT&T from 2010 to 2020, and President, Northern Region from March 2020 until her retirement from the company in November 2022. Prior to such positions, Ms. Jacobs also served as Vice President for International Public Affairs, where she led international initiatives and corporate reputation campaigns globally; and Regional Vice President for Federal Public Affairs, where she worked on several mergers and a wide range of federal legislative and regulatory matters. Prior to joining AT&T, Ms. Jacobs served as an aide to then Congressman Edward J. Markey (D-MA) at the Subcommittee on Energy and Power, and as a member of the staff of the Massachusetts Senate’s Commerce and Labor Committee.

Ms. Jacobs was appointed to the Board of Directors the Massachusetts Port Authority in August of 2016, and she currently serves as Vice-Chair of the Board, and Chairs the Facilities and Construction, and Human Resources, Compensation, and Diversity Committees. Ms. Jacobs also serves on the board of Avangrid (NYSE: NGR), and is a member of the Compensation and Nominating and the Unaffiliated

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Committees. Additionally, she is Vice Chair of the New England Council and serves on the boards of the JFK Presidential Library Foundation, the Greater Boston Chamber, the Boys and Girls Clubs of Boston, and is on the Leadership Council for Home Base (a partnership of Mass General Hospital and the Red Sox Foundation).

Ms. Jacobs holds a B.A. from the University of Texas at Austin, and an M.A. and Ph.D. in Political Science from Boston College.

PAMELA F. LENEHAN

Ms. Lenehan was selected as a candidate for the Board due to her broad financial, operating and board experience and her qualification as a financial expert. In particular, Ms. Lenehan’s corporate governance and financial oversight experience aid in her role as Chair of the Company’s Audit Committee.

Age: 70
Director Since: 2020

Current ATN Board of Director Roles:

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Chair, Audit Committee

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Member, Nominating and Corporate Governance

Top Three Identified Skills:

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Finance and Accounting

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Investment and Capital Allocation

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General Management and Strategy

In June 2002, Ms. Lenehan founded Ridge Hill Consulting, LLC and has served as President since that time. Previously, she served as Chief Financial Officer of Convergent Networks, a high technology start-up and was Senior Vice President, Corporate Development and Treasurer of Oak Industries, a NYSE-listed manufacturer of telecommunications components. She also previously served as a Managing Director in Investment Banking for 14 years at Credit Suisse First Boston and started her career in corporate banking at Chase Manhattan Bank. Ms. Lenehan is also currently a director and chair of the audit committee of Rithm Capital (NYSE: RITM), a director of the Center for Women & Enterprise, the National Association of Corporate Directors New England Chapter, and is co-chair of the Boston Chapter of Women Corporate Directors. Ms. Lenehan previously served on the boards of Monotype Imaging, Civitas Solutions, American Superconductor, Spartech Corporation and Avid Technology.

Ms. Lenehan earned a B.A. in Mathematical Economics, Cum Laude and with Honors, and a M.A. in Economics from Brown University. Ms. Lenehan holds a NACD Directorship Certification from the National Association of Corporate Directors.

MICHAEL T. PRIOR

Mr. Prior was selected as a candidate for the Board due to his long tenure as Chief Executive Officer of the Company and his extensive experience in the telecommunications industry. Mr. Prior’s experience in corporate development as well as financial background assists the Board in capital allocation and investment management.

Age: 58
Director Since: 2008

Current ATN Board of Director Roles:

SEC Form DEF 14A filed by ATN International Inc.