Board Justification

The primary objective of our executive compensation program is to attract, retain and reward executive officers who contribute to our long-term success. We seek to align compensation with the achievement of Company stock price and general performance as well as business objectives. The annual cash bonus opportunity together with equity compensation that we provide our executive officers are our main incentive compensation tools to accomplish this alignment.

Board Justification

The actual amount of annual cash bonus awarded for 2024 was determined with greater weight afforded to financial performance than other metrics. The Compensation Committee considered a number of factors, including: (i) actual performance against the Company’s financial plan and against the prior year, (ii) operational and financial management of the Company’s subsidiaries, (iii) the progress made on the Company’s three year strategy of fiber and other network upgrades and expansions, and (iv) and improvement in operational free cash flow.

Board Justification

Matching contributions made by the Company to each of the named executive officers pursuant to the ATN International, Inc. 401(k) Plan

Board Justification

Grants vest 25% annually commencing one year from the date of grant. Performance stock units vest 100% on the third anniversary of the grant date.