ATN International, Inc.
ATLANTIC TELE NETWORK INC /DE (Form: DEF 14A, Received: 04/28/2015 14:05:42)

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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.          )

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Atlantic Tele-Network, Inc.

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LOGO

ATLANTIC TELE-NETWORK, INC.
600 Cummings Center
Beverly, MA 01915

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 2015

April 28, 2015

Dear Stockholder:

        You are cordially invited to attend our Annual Meeting of Stockholders to be held at the Wylie Inn and Conference Center at 295 Hale Street, Beverly, MA 01915 on Thursday, June 11, 2015 at 9:00 a.m. ET, for the following purposes:

        Stockholders of record at the close of business on April 20, 2015 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 complete, date and sign the enclosed proxy card and mail it promptly in the enclosed postage prepaid envelope 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,

Leonard Q. Slap
Secretary


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TABLE OF CONTENTS

 
  Page

GENERAL INFORMATION ABOUT VOTING

  1

Who Can Vote

  1

Voting

  1

Quorum

  2

Votes Required

  2

Revocability of Proxies

  2

Solicitation Expenses

  2

Who to Contact for Additional Information

  3

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  4

Section 16(a) Beneficial Ownership Reporting Compliance

  5

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—RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

  9

Vote Required

  9

Recommendation of our Board of Directors

  9

CORPORATE GOVERNANCE

  10

General

  10

Board Leadership Structure

  10

Director Nomination Process

  10

Determination of Independence

  11

Nominating Committee Report

  12

Risk Management and Risk Assessment

  12

Communications from Stockholders and Other Interested Parties

  13

Board of Directors' Meetings and Committees

  13

Compensation Committee Interlocks and Insider Participation

  15

INDEPENDENT AUDITOR

  16

Independent Auditor Fees and Services

  16

Audit Committee Pre-Approval Policy and Procedures

  16

Audit Committee Report

  16

EXECUTIVE OFFICER COMPENSATION

  18

Compensation Discussion and Analysis

  18

Compensation Committee Report

  24

2014 Summary Compensation Table

  25

Grants of Plan Based Awards in 2014

  26

Outstanding Equity Awards at Fiscal Year-End 2014

  27

Option Exercises and Stock Vested in 2014

  28

Securities Authorized for Issuance Under Equity Compensation Plans

  28

Non-Qualified Deferred Compensation Plan Transactions in 2014

  29

Potential Payments Upon Termination or Change of Control

  29

DIRECTOR COMPENSATION

  30

2014 Director Compensation Table

  30

RELATED PERSON TRANSACTIONS

  32

Policy on Related Person Transactions

  32

ADDITIONAL INFORMATION

  33

Stockholder Proposals for 2016 Annual Meeting

  33

Householding of Annual Meeting Materials

  33

Annual Report and Other SEC Filings

  33

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ATLANTIC TELE-NETWORK, INC.
600 Cummings Center
Beverly, MA 01915

PROXY STATEMENT
FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 2015


GENERAL INFORMATION ABOUT VOTING

        This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Atlantic Tele-Network, Inc., a Delaware corporation, for use at the 2015 Annual Meeting of Stockholders to be held on June 11, 2015, at 9:00 am ET, or any adjournments or postponements thereof.

        We are mailing this proxy statement together with our Annual Report to Stockholders and our Annual Report on Form 10-K for the year ended December 31, 2014 (excluding exhibits) and a proxy card or voting instruction for the Annual Meeting on or about April 28, 2015.

         Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 11, 2015: This Proxy Statement, our 2014 Annual Report to Stockholders and our 2014 Annual Report on Form 10-K are available at http://ir.atni.com/financials.cfm.

Who Can Vote

        Only stockholders of record at the close of business on April 20, 2015 are entitled to vote at the Annual Meeting. On that date, 16,082,230 shares of common stock, par value $.01 per share, were outstanding, each share entitled to one vote. If your shares are registered directly in your name with our transfer agent, 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 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. If you choose to vote by proxy, you must complete, sign and date the enclosed proxy card and return it in the enclosed postage prepaid envelope. No postage is necessary if the proxy card is mailed in the United States. If you vote by mail and your proxy card is received in time for voting and not revoked, your shares will be voted at the Annual Meeting in accordance with your instructions as set forth on your signed proxy card. If no instructions are indicated, the shares represented by the proxy card will be voted by the proxy holders as follows:

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        If you hold your shares through a bank, broker or other nominee, they will give you separate instructions for voting your shares and you must make arrangements with your broker, bank 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 adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting. Abstentions, votes withheld 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 plurality of the shares cast at the Annual Meeting and entitled to vote on the matter.

         Proposal 2 , the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for 2015, requires the affirmative vote of a majority of the shares present, or represented by proxy, at the Annual Meeting and entitled to vote on the matter.

        We will not count shares that abstain from voting ("abstentions") on a particular matter as votes in favor of such matter. Similarly, we will not count broker non-votes as votes in favor of such matter. A broker non-vote occurs when a broker cannot vote a customer's shares registered in the broker's name because the customer did not send the broker instructions on how to vote on the matter and the broker is prohibited by law or stock exchange regulations from exercising its discretionary voting authority in the particular matter. Accordingly, broker non-votes will have no effect on the outcome of voting on Proposal 1. However, abstentions will be considered to be votes present and entitled to vote on Proposal 2, and they will have the effect of a vote against those proposals. Brokers will be entitled to vote a customer's shares in their discretion on Proposal 2, so there will be no broker non-votes on that proposal. Inspectors of election appointed by our Board will tabulate votes.

Revocability of Proxies

        A proxy may be revoked at any time before it is exercised by delivering a written revocation or a duly executed proxy card bearing a later date to Atlantic Tele-Network, Inc., Attn: Secretary, 600 Cummings Center, Beverly, MA 01915. A proxy may also be revoked 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 broker, bank or other nominee to revoke your proxy.

Solicitation Expenses

        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 $14,500 for any such services, plus reasonable out-of-pocket expenses.

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Who to Contact for Additional Information

        If you have questions about how to submit your proxy, or if 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 to the Wylie Inn and Conference Center, please contact us at the following address or telephone number:

Atlantic Tele-Network, Inc.
Attn: Investor Relations
600 Cummings Center
Beverly, MA 01915
(978) 619-1300

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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 12, 2015 (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:

        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 11, 2015 by exercising stock options or other rights to acquire shares. For each person listed below, the percentage set forth under "Percent of Class" was calculated based on 16,082,230 shares of common stock outstanding on April 12, 2015, plus any shares that person could acquire upon the exercise of any other rights exercisable on or before June 11, 2015. 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.

 
  Shares Beneficially Owned  
Beneficial Owners
  Number   Percent of
Class
 

Directors, Director Nominees and Named Executive Officers:

             

Cornelius B. Prior, Jr.(1)

    4,526,785     28.15 %

Martin L. Budd

    8,199     *  

Michael T. Flynn

    6,837     *  

Charles J. Roesslein(2)

    3,221     *  

Liane J. Pelletier(3)

    5,226     *  

Michael T. Prior(4)

    609,205     3.79 %

Justin D. Benincasa(5)

    100,880     *  

William F. Kreisher(6)

    97,308     *  

Leonard Q. Slap(7)

    35,418     *  

Barry C. Fougere(8)

    11,024     *  

Other 5% Stockholders:

             

BlackRock, Inc.(9)

    1,084,619     6.74 %

The Vanguard Group(10)

    1,018,703     6.33 %

All Current Directors and Executive Officers as a group (10 persons)

          33.60 %

*
Less than 1%.

(1)
Includes 500 shares owned by Gertrude Prior, Mr. Cornelius B. Prior, Jr.'s wife; 34,000 shares owned by the Katherine D. Prior Revocable Trust; and 8,227 shares held by Tropical Aircraft Co., a company in which Mr. Prior owns approximately 90% of the equity. Mr. C.B. Prior, Jr. disclaims beneficial ownership of the shares owned by his wife and the Katherine D. Prior Trust, of which Mr. Prior serves as trustee. His address is P.O. Box 12030, St. Thomas, U.S. Virgin Islands 00801-5030. Excludes 392,776 shares owned by the Prior Family Foundation, a charitable trust for which Mr. C.B. Prior, Jr.'s wife serves as trustee. Mr. Prior currently has 563,007 shares pledged as collateral for outstanding loans and 500,550 shares held in a brokerage margin account. There are currently no outstanding margin loans in this account.

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(2)
All shares are owned jointly with his spouse.

(3)
Includes 291 shares of restricted stock which vest on June 12, 2015.

(4)
Includes 489,205 shares owned jointly with his spouse; 9,886 shares held by the Samantha R. Prior 2014 Trust; 10,286 shares held by Aidan W. Prior 2015 Trust;10,986 shares held by Mr. M. Prior's child; 55,000 shares of restricted stock (5,000 of which vest on March 22, 2016; 12,500 of which vest ratably on March 27, 2016 and 2017; 16,500 of which vest ratably on March 20, 2016,2017 and 2018; and 21,000 of which vest ratably on March 17, 2016, 2017, 2018 and 2019) and 65,000 shares issuable on or before June 11, 2015, upon exercise of outstanding options. Mr. Prior serves as trustee of each trust and disclaims beneficial ownership of all shares held by the trusts and his child.

(5)
Includes 22,655 shares owned by the Justin D. Benincasa Revocable Trust, for which Mr. Benincasa serves as trustee, 24,725 shares of restricted stock (2,500 of which vest on March 22, 2016; 6,000 of which vest ratably on March 27, 2016 and 2017; 7,125 of which vest ratably on March 20, 2016, 2017 and 2018, and 9,100 of which vest ratably on March 17, 2016, 2017, 2018 and 2019) and 53,500 shares issuable on or before June 11, 2015, upon exercise of outstanding options.

(6)
Includes 15,158 shares held jointly with Mr. Kreisher's spouse, 17,900 shares of restricted stock (500 of which vest on March 22, 2016; 7,000 of which vest ratably on March 27, 2016 and 2017; 4,500 of which vest ratably on March 20, 2016, 2017 and 2018; and 5,900 of which vest ratably on March 17, 2016, 2017, 2018 and 2019) and 64,250 shares issuable on or before June 11, 2015, upon exercise of outstanding options.

(7)
Includes 9,618 shares held jointly with Mr. Slap's spouse, 14,550 shares of restricted stock (1,500 of which vest on March 22, 2016; 4,000 of which vest ratably on March 27, 2016, and 2017; 3,750 of which vest ratably on March 20, 2016, 2017 and 2018; and 5,300 of which vest ratably on March 17, 2016, 2017, 2018 and 2019) and 11,250 shares issuable on or before June 11, 2015, upon exercise of outstanding options.

(8)
Includes 11,024 shares of restricted stock (8,124 of which vest ratably on May 20, 2015, 2016, 2017 and 2018 and 2,900 of which vest ratably on March 17, 2016, 2017, 2018 and 2019).

(9)
Based on information contained in this holder's Schedule 13G/A filed with the SEC on January 29, 2015. The address of BlackRock, Inc. is 55 East 52nd Street; New York, NY 10022.

(10)
Based on information contained in this holder's Schedule 13G/A filed with the SEC on February 10, 2015. The Vanguard Group ("Vanguard") has sole voting power with respect to 11,974 shares, sole dispositive power with respect to 1,007,329 shares and shared dispositive power with respect to 11,374 shares. Includes 11,374 shares beneficially owned by Vanguard's wholly-owned subsidiary Vanguard Fiduciary Trust Company ("VFTC") as a result of VFTC's serving as investment manager of collective trust accounts and 600 shares beneficially owned by Vanguard's wholly-owned subsidiary Vanguard Investments Australia, Ltd. ("VIA") as a result of VIA's serving as investment manager of Australian investment offerings. The address of Vanguard is 100 Vanguard Blvd. Malvern, PA 19355.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC reports of their initial ownership and of changes in ownership of our common stock and provide us with copies of those reports. To our knowledge, based solely on review of the copies of such forms furnished to us and written representations from our executive officers and directors, for the fiscal year ended December 31, 2014, all Section 16(a) reports applicable to our executive officers, directors and 10% stockholders were timely filed, except that on March 18, 2014, each of Messrs. M. Prior and Benincasa filed a late Form 4 reporting one transaction on March 15, 2014.

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PROPOSAL 1: ELECTION OF DIRECTORS

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

Cornelius B. Prior, Jr.
Martin L. Budd
Michael T. Flynn
Liane J. Pelletier
Michael T. Prior
Charles J. Roesslein

        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."

Vote Required

        Each director nominee must be elected by an affirmative vote of a plurality of shares cast at the Annual Meeting and entitled to vote on the election of directors. Votes withheld and broker non-votes will not be treated as votes cast and, therefore will not affect the outcome of the elections.

Recommendation of our Board of Directors

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

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DIRECTOR AND NOMINEE EXPERIENCE AND QUALIFICATIONS

        Set forth below is biographical information about the nominees for director, each of whom is currently a director. All of the directors' present terms expire at the Annual Meeting.

         Cornelius B. Prior, Jr., 81, is the Chairman of our Board of Directors. He served as our Chief Executive Officer and Chairman of the Board from 1998 through December 2005, at which time he retired as Chief Executive Officer. Mr. Prior has served as the Chairman of CANTO (the Caribbean Association of National Telecommunication Organizations) and presently is the Chairman of CCAA (Caribbean and Central American Action). He was a managing director and stockholder of Kidder, Peabody & Co. Incorporated, where he directed the Telecommunications Finance Group. A former Naval Officer and Fulbright Scholar, Mr. Prior started his career as an attorney with Sullivan & Cromwell in New York. He is a Trustee of Holy Cross College and former member of the Visiting Committee to Harvard Law School. He resides in St. Thomas, US Virgin Islands, where he is Chairman of the Forum, a not-for-profit arts organization, and Honorary Trustee of the Antilles School. He is also a Director of the Kneissel Music School in Blue Hill, Maine. He is the father of Michael T. Prior, our President and Chief Executive Officer. Mr. Prior earned his legal degree from the Harvard Law School.

        Mr. C.B. Prior, Jr. was selected to serve as a director on our Board because of his extensive strategic involvement with the Company, including as its founder, former Chief Executive Officer and largest stockholder of the Company. Mr. C.B. Prior, Jr. has extensive knowledge of the telecommunications markets in the Caribbean, and brings valuable expertise and business judgment to the Company. For additional information regarding the Company's decision to select Mr. C.B. Prior, Jr. as a director and Chairman, please see "Corporate Governance—Board Leadership Structure."

         Martin L. Budd, 74, has been a director of ours since May 2007, and is the Chair of our Compensation Committee and a member of our Audit and Nominating Committees. He retired as a partner of the law firm of Day, Berry and Howard LLP (now Day Pitney LLP) effective December 31, 2006. Mr. Budd chaired that firm's Business Law Department and its Business Section and had particular expertise in federal securities laws, merger and acquisition transactions and strategic joint ventures. Mr. Budd is chairman of the Connecticut Appleseed Center for Law and Justice and has served on the Legal Advisory Board of the National Association of Securities Dealers. He is a member of the National Executive Committee of the Anti-Defamation League and is the former chairman, and currently serves as a member of, the Board of Trustees of the Hartford Seminary. Mr. Budd earned his legal degree from the Harvard Law School.

        Mr. Budd was selected to serve as a director on our Board because of his extensive background providing legal, regulatory and corporate governance advice to public companies.

         Michael T. Flynn, 66, has been a director of ours since June 2010 and is a member of our Audit and Compensation Committees. He is currently a director of Airspan Networks, Inc., a provider of wireless broadband equipment and CALIX, Inc., a manufacturer of broadband equipment. Mr. Flynn has forty years of experience in the telecommunications wireline and wireless businesses, and spent ten years as an officer at Alltel Corporation prior to his retirement in 2004. He also previously served as an officer of Southwestern Bell Telephone Co. and its parent SBC Communications from 1987–1994. Mr. Flynn has previously served on the board of directors of WebEx Communications, Inc., a provider of internet collaboration services, Equity Media Holding Corporation, an owner and operator of television stations throughout the United States, iLinc Communications, Inc., a provider of SaS web collaboration and GENBAND, a worldwide leader of next generation network systems. Mr. Flynn received a Bachelor of Science degree in Industrial Engineering from Texas A&M University and attended the Dartmouth Institute and the Harvard Graduate School of Business' Advanced Management Program.

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        Mr. Flynn was selected to serve as a director on our Board due to his lengthy and broad operating experience in the telecommunications industry.

         Liane J. Pelletier, 57 , has been a director of ours since June 2012, and is the Chair of our Nominating Committee. Ms. Pelletier has over twenty-five years of experience in the telecommunications industry. From October 2003 through April 2011, she served as the Chief Executive Officer and Chairman of Alaska Communications Systems and prior to that time, served as the former Senior Vice President of Corporate Strategy and Business Development for Sprint Corporation. Ms. Pelletier earned her M.S. in Management at the Sloan School of Business at the Massachusetts Institute of Technology and a B.A. in Economics, magna cum laude, from Wellesley College. Ms. Pelletier currently serves on the Board of Directors of Expeditors International, as a Trustee of the Alaska Chapter of The Nature Conservancy and as President of the National Association of Corporate Directors ("NACD"), Northwest Chapter. Ms. Pelletier is a NACD Board Leadership Fellow and has demonstrated her commitment to boardroom excellence by completing NACD's comprehensive program of study for corporate directors and supplements her skill sets through ongoing engagement with the director community and access to leading practices.

        Ms. Pelletier was selected to serve as a director on our Board due to her expertise in the telecommunications industry and her experience in guiding and advising on business strategy.

         Michael T. Prior, 50, has been our President and Chief Executive Officer since December 2005 and an officer of the Company since June 2003. He was elected to the Board in May 2008. Previous to joining the company, Mr. Prior was a partner with Q Advisors LLC, a Denver based investment banking and financial advisory firm focused on the technology and telecommunications sectors. Mr. Prior began his career as a corporate attorney with Cleary Gottlieb Steen & Hamilton LP in London and New York. He received a B.A. degree from Vassar College and a J.D. degree , summa cum laude , from Brooklyn Law School. Mr. Prior currently serves on the Board of Directors of the Competitive Carriers Association. He is the son of Cornelius B. Prior, Jr., Chairman of our Board. In 2008, Mr. M. Prior was named Entrepreneur of the Year for the New England Region by Ernst & Young LLP and One of America's Best CEOs by DeMarche Associates, Inc.

        Mr. M. Prior was selected to serve as a director on our Board due to his position as Chief Executive Officer of the Company and his broad experience in the telecommunications industry.

         Charles J. Roesslein, 66, has been a director of ours since April 2002 and is the Chair of our Audit Committee and a member of our Compensation and Nominating Committees. He currently is the Chief Executive Officer of Austin Tele-Services Partners, LP, a telecommunications provider, and has been a director of National Instruments Corporation since July 2000. He is a retired officer of SBC Communications. Mr. Roesslein previously served as Chairman of the Board of Directors, President and Chief Executive Officer of Prodigy Communications Corporation from June of 2000 until December of 2000. He served as President and Chief Executive Officer of SBC-CATV from October 1999 until May 2000, and as President and Chief Executive Officer of SBC Technology Resources from August 1997 to October 1999.

        Mr. Roesslein was selected to serve as a director on our Board due to his financial expertise, and previous and current positions held with other telecommunications companies. Mr. Roesslein is qualified as an "audit committee financial expert" under SEC guidelines.

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PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR

        The Audit Committee of our Board of Directors has selected PricewaterhouseCoopers LLP ("PwC") as our independent auditor to perform the audit of our financial statements and of our internal control over financial reporting for the fiscal year ending December 31, 2015. In making its selection, the Audit Committee conducted a review of PwC's performance, including consideration of the following:

        PwC was our independent auditor for the year ended December 31, 2014.

        The Board of Directors recommends that stockholders ratify the selection of PwC as our independent auditor. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of PwC to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent auditor. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Vote Required

        The ratification of the appointment of PwC as our independent auditor for 2015 requires the affirmative vote of a majority of the shares present, or represented by proxy, at the Annual Meeting and entitled to vote thereon.

Recommendation of our Board of Directors

        OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE SELECTION OF THE INDEPENDENT AUDITOR.

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CORPORATE GOVERNANCE

General

        The role of the Board of Directors is to ensure that we are managed for the long-term benefit of our stockholders. The Board periodically reviews and advises management with respect to our annual operating plans and strategic initiatives. The Board has adopted corporate governance principles to assure full and complete compliance with all applicable corporate governance standards.

        During the past year, we have reviewed our corporate governance practices in comparison to the practices of other public companies and to ensure they comport with guidance and interpretations provided by the SEC and the Nasdaq Stock Market.

        We have adopted a written Code of Ethics that applies to all of our employees and agents, including, but not limited to, our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. Our Code of Ethics, Nominating Committee Charter, Compensation Committee Charter and Audit Committee Charter are available on our website at ir.atni.com and may be obtained free of charge upon request by writing to us at Atlantic Tele-Network, Inc., Attn: Secretary, 600 Cummings Center, Beverly, MA 01915.

Board Leadership Structure

        Our Board of Directors is committed to maintaining responsible and effective corporate governance and is focused on the interests of our stockholders. The Board does not have a policy regarding the separation of the roles of Chairman of the Board and Chief Executive Officer, as the Board believes it is in our best interests to make this determination based on an assessment of the current condition of our Company and composition of the Board. It has determined that its leadership structure, including Mr. Cornelius B. Prior, Jr. serving as Chairman, our Chief Executive Officer serving as a director, and the composition of independent directors for each of the Audit, Compensation and Nominating Committees of the Board, best serves the Company and its stockholders at this time. Our Board brings strong leadership and industry expertise to inform the management and direction of the Company on behalf of our stockholders. Mr. C.B. Prior, Jr., who has served as our Chairman since 1997, was also our Chief Executive Officer until December 2005. He, together with related entities, affiliates and family members, controls approximately 35% of our outstanding common stock, possesses extensive investment and financial management experience and has a long history and familiarity with the Company and many of its Caribbean operating markets. Management and the Board of Directors work together to try to focus the Board on major questions of governance, succession and setting the Company's overall operating and investment strategy.

Director Nomination Process

        Our Nominating Committee considers director nominees, whether proposed by a stockholder or identified through the Company's processes, in accordance with its charter and our Nominating Guidelines and Procedures, as adopted by the Board in December 2012. The Nominating Committee does not rely on a fixed set of qualifications for director nominees but applies general criteria intended to ensure that the Board includes members with significant breadth of experience, knowledge and abilities as well as financial and industry expertise to assist the Board in performing its duties. Minimum qualifications for director nominees include: a reputation for integrity, honesty and adherence to high ethical standards; demonstrated business acumen, experience and judgment related to the objectives of the Company; and the commitment to understand the Company and its industry and actively participate in Board deliberations. While our Board does not have a formal diversity policy, it recognizes that a diversity of viewpoints and practical experiences can enhance the effectiveness of the Board. Accordingly, our Nominating Committee also considers nominees based on their differences of viewpoint, professional experience, education, skill and other characteristics that are

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relevant to the current needs of the Company, including those that promote diversity. Our Nominating Committee then recommends director nominees to the Board for its consideration and nomination at the next annual meeting of stockholders.

        In selecting director nominees pursuant to the Nominating Guidelines and Procedures, our Nominating Committee considers candidates submitted by stockholders and evaluates such candidates in the same manner and using the same criteria as all other director nominee candidates. To submit a director nominee candidate, stockholders should submit the following information: (a) the candidate's name, age and address, (b) a brief statement of the reasons the candidate would be an effective director, (c) the candidate's principal occupation or employment for the past five years and information about any positions on the board of directors of other companies, (d) any business or other significant relationship the candidate has had with us and (e) the name and address of the stockholder making the submission. Our Nominating Committee may also seek additional information regarding the director nominee candidate and the stockholder making the submission. All submissions of director nominee candidates made by stockholders should be sent to Atlantic Tele-Network, Inc., Attn: Nominating Committee, 600 Cummings Center, Beverly, MA 01915 and must comply with applicable timing requirements.

Determination of Independence

        Nasdaq rules require that a majority of our directors be "independent" and that we maintain a minimum three-person audit committee and a two-person compensation committee whose members satisfy heightened independence requirements. A director qualifies as "independent" if our Board upon the recommendation of our Nominating Committee, affirmatively determines that the director does not have a relationship with us, an affiliate of ours, or otherwise which, in the opinion of the Board, would interfere with the exercise of independent judgment in discharging his or her duties as a director. Nasdaq rules preclude an affirmative determination by the Board that a director is independent if:

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        Based on the Nasdaq rules, our Nominating Committee and the Board has determined that Messrs. Budd, Flynn and Roesslein and Ms. Pelletier are independent for purposes of SEC rules and Nasdaq listing compliance. This determination included reviewing the following relationships and transactions with Mr. Budd, which our Nominating Committee and the Board concluded did not affect his independence:

Nominating Committee Report

        The Nominating Committee has reviewed and discussed the Director Nomination Process and Director Independence disclosure and, based on such review and discussions, we recommended to the Board that (i) these disclosures be included in this Proxy Statement and (ii) that each of the persons listed in Proposal 1, "Election of Directors," be nominated by the Board for election as a director of the Company.

By the Nominating Committee

Liane J. Pelletier, Chair
Martin L. Budd
Charles J. Roesslein

Risk Management and Risk Assessment

        In accordance with Nasdaq requirements, our Audit Committee has the primary responsibility for the oversight of risk management and risk assessment, including the Company's major financial risk exposures and the steps management has undertaken to control such risks. Our Board of Directors remains actively involved in such oversight of risk management and assessment and receives periodic presentations from our executive officers and certain of their direct reports, as the Board of Directors may deem appropriate. This includes discussions of the Company's balance sheet and capital structure in light of potential capital needs and projections of operating cash flows and the risks to such cash flows. While the Board of Directors maintains such oversight responsibility, management is responsible for the day-to-day risk management processes and makes detailed recommendations on sources and uses of capital. The Board of Directors believes this division of responsibility is the most effective approach for addressing the risks facing the Company. As a general matter, management and the Board of Directors seek to mitigate major risks to the Company's financial condition by striving to maintain a level of debt to annual operating cash flows that allows the Company to survive short-term unforeseen reductions in cash flow or unanticipated large capital spending needs. To date, the Board of Directors believes that the Company has maintained a more conservative level of debt (relative to cash flows) than most of its peers in the telecommunications industry.

        For the year ended December 31, 2014, our management, in consultation with the Board, reviewed the Company's compensation policies and practices for employees generally as they relate to risk management. As part of this process, management reviewed the Company's cash and equity incentive compensation plans and practices applicable to all employees to determine whether such programs create incentives that might motivate inappropriate or excessive risk-taking. In the course of such review, the following mitigating features of the Company's incentive compensation programs were considered: (1) the Company's focus on multiple year vesting periods for all equity compensation,

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including the restricted stock awards made in 2014; (2) management's practice of conservative awards of annual cash bonus payments; (3) the relatively low level and intermittent awards of stock options to senior management; and (4) the use of restricted stock awards to encourage management to balance "upside" and "downside" risk. As a result of this process, there were no recommended changes to the Company's incentive compensation programs.

Communications from Stockholders and Other Interested Parties

        To communicate with our Audit Committee regarding issues or complaints about questionable accounting, internal accounting controls or auditing matters, contact the Audit Committee by writing to Audit Committee, Atlantic Tele-Network, Inc., 600 Cummings Center, Beverly, MA 01915.

        To send communications to the Board or to individual directors, stockholders should write to Board of Directors, Atlantic Tele-Network, Inc., 600 Cummings Center, Beverly, MA 01915. All communications received will be directly sent to the Board or to individual members of our Board, as addressed.

Board of Directors' Meetings and Committees

        During 2014, our Board met four times either by conference call or in person. In 2014, no director attended fewer than 75% of the meetings of the Board or the meetings of the committee(s) on which he or she served. Although we do not have a policy requiring our directors to attend the Annual Meeting, all of our then-current directors attended last year's annual meeting of stockholders.

        Our Board has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating Committee. The current membership of each committee is as follows:

Audit Committee   Compensation Committee   Nominating Committee
Charles J. Roesslein, Chair   Martin L. Budd, Chair   Liane J. Pelletier, Chair
Martin L. Budd   Charles J. Roesslein   Martin L. Budd
Michael T. Flynn   Michael T. Flynn   Charles J. Roesslein

        All members of these committees are independent as defined in the listing standards of Nasdaq. Copies of the charters of each of the Audit Committee, the Compensation Committee and the Nominating Committee, as adopted and amended by our Board, are available in the "Corporate Governance" section of our website at ir.atni.com.

Audit Committee

        During 2014, the Audit Committee met nine times either by conference call or in person, including several meetings without members of management or the Company's independent auditors. The functions of the Audit Committee include:

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        Our Board has determined that each current member of the Audit Committee meets the financial literacy requirements of Nasdaq. It has also determined that Mr. Roesslein, who is currently the Chair of the Audit Committee and a director nominee for re-election, qualifies as an "audit committee financial expert" under the rules of the SEC and meets the financial sophistication requirements of Nasdaq. In addition, our Nominating Committee has determined that each of the current members of our Audit Committee meet the Nasdaq and SEC standards for audit committee member independence.

Compensation Committee

        The Compensation Committee met five times during 2014, and the Chairman of the Compensation Committee consulted and met several times with the Chief Executive Officer. The Compensation Committee also met once during 2015 to discuss 2014 compensation and bonus awards. The functions of the Compensation Committee include:

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        The Compensation Committee meets several times each year to carry out these responsibilities. Early in the year, the Compensation Committee begins its analysis by reviewing the compensation trends and practices of the Company's identified peer group as well as any other entities that the Compensation Committee may deem relevant against the current compensation of the Company's Chief Executive Officer and the Company's other executive officers. This year, the Compensation Committee retained Compensia, a compensation consultant, to re-evaluate and make recommendations as to the Company's peer group as well as consult on executive and director compensation, as further described below. Following this review, the Chief Executive Officer typically meets with the Chairman of the Compensation Committee in order to discuss the draft compensation recommendations, performance analysis and future objectives of each of the executive officers of the Company and provides the Chairman with a memorandum detailing the Company's performance and individual executive officer performance for the year. Upon the request of the Compensation Committee, the Chief Executive Officer may engage in a detailed discussion of the performance of an executive officer or a manager of the Company's key operating units. The Compensation Committee has been authorized by the Board of Directors to delegate to the Chief Executive Officer the power to make limited awards under the Company's 2008 Equity Incentive Plan (the "2008 Plan") to certain key employees of the Company. Our Nominating Committee has determined that each of the current members of our Compensation Committee meets the independence requirements under Nasdaq and SEC standards for director independence.

        The Compensation Committee determines the compensation of the Chief Executive Officer in an executive session, following its review of the CEO's performance against his goals for the year, the growth and performance of the Company, his leadership skills for the previous year, his self-analysis for the prior year's performance, and any other relevant factors.

        Our Board has determined that each of the current members of the Compensation Committee meet the Nasdaq and SEC standards for committee member independence.

        For further information about the Compensation Committee's practices, please see "Compensation Discussion and Analysis," under "Executive Officer Compensation," below.

Compensation Committee Interlocks and Insider Participation

        During or prior to the fiscal year ended December 31, 2014, no member of our Compensation Committee was an officer or employee of ours or our subsidiaries or, to our knowledge, had relationships requiring disclosure under the SEC rules. In making these statements, we have relied in part upon representations of those directors.

Nominating Committee

        The Nominating Committee of our Board met three times in 2014 to discuss nominations for elections of directors and for committee membership on our Board. The functions of the Nominating Committee include:

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        Our Board has determined that each of the current members of our Nominating Committee meet the Nasdaq and SEC standards for committee member independence.

INDEPENDENT AUDITOR

        PwC has audited our accounts since 2002. Our Audit Committee has appointed PwC to be our independent auditor for 2015 and we are asking stockholders to ratify this appointment in Proposal 2. The services provided by PwC in 2015 are expected to include, in addition to performing the consolidated audit, audits of certain subsidiaries; review of quarterly reports; issuance of letters to underwriters in connection with registration statements, if any, we may file with the SEC and consultation on accounting, financial reporting, tax and related matters. A representative of PwC is expected to be at the meeting and will have an opportunity to make a statement and respond to questions.

Independent Auditor Fees and Services

        The following table presents the aggregate fees for professional services rendered to us by PwC for the years ended December 31, 2014 and 2013:

 
  2014   2013  

Audit Fees(1)

  $ 2,105,717   $ 2,268,889  

Audit Related Fees

         

Tax Fees(2)

      $ 2,800  

All Other Fees

         

Total Fees

  $ 2,105,717   $ 2,271,689  

(1)
Represents fees for professional services rendered for the audits of our consolidated financial statements, audits of certain subsidiaries and assistance with various documents filed with the SEC.

(2)
Represents fees for tax compliance of certain of the Company's subsidiaries.

Audit Committee Pre-Approval Policy and Procedures

        In accordance with its written charter, our Audit Committee pre-approves all audit and non-audit services, including the scope of contemplated services and the related fees that are to be performed by PwC, our independent auditor. The Audit Committee's pre-approval of non-audit services involves consideration of the impact of providing such services on PwC's independence. The Audit Committee is also responsible for ensuring that any approved non-audit services are disclosed to stockholders in our reports filed with the SEC.

Audit Committee Report

        As members of the Audit Committee of the Board of Directors of Atlantic Tele-Network, Inc., we have reviewed and discussed with management the audited financial statements of the Company as of and for the year ended December 31, 2014.

        The Audit Committee discussed with the independent registered public accountants the matters required to be discussed by Statement of Auditing Standards No. 61.

        The Audit Committee received from PwC the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding their communications with

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the Audit Committee concerning independence, discussed PwC's independence with PwC and satisfied itself as to PwC's independence.

        We have also considered whether the provision of services by PwC not related to the audit of the financial statements referred to above and to the reviews of the interim financial statements included in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014, is compatible with maintaining the independence of PwC.

        Based on the reviews and discussions referred to above, we have recommended to the Board of Directors that the audited financial statements referred to above be included in our Annual Report on Form 10-K for the year ended December 31, 2014.

By the Audit Committee

Charles J. Roesslein, Chair
Martin L. Budd
Michael T. Flynn

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EXECUTIVE OFFICER COMPENSATION

Compensation Discussion and Analysis

        Our Compensation Committee of the Board of Directors has responsibility for establishing, implementing and maintaining the compensation program for our executive officers. For the purposes of this Compensation Discussion and Analysis, "executive officers" and "executives" means the individuals who served as our Chief Executive Officer and Chief Financial Officer during the fiscal year ended December 31, 2014, as well as the other individuals included in the Summary Compensation Table on page 25 below.

Compensation Philosophy

        The primary objective of our executive compensation program is to attract, retain and reward executive officers who contribute to our long-term success and to maintain a reasonably competitive compensation structure as compared with similarly situated companies. We seek to align compensation with the achievement of business objectives and individual and Company performance. 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, as described below.

        A core principle of our compensation philosophy is that a successful compensation program requires the application of judgment and subjective determinations of individual performance. While we do assign an indicative weight to individual and general Company performance in determining an executive officer's compensation, we do not apply a strictly formulaic or mathematical approach to our compensation program. Our Compensation Committee retains discretion to apply its judgment to adjust and align each individual element of our compensation program with the broader objectives of our compensation program and the overall performance and condition of our company at the time final compensation decisions are made. We believe that our relatively lean management structure, the level of communications between our Board of Directors and our senior management team and our corporate culture make this approach an effective method of determining compensation.

        We do not currently have any employment, severance or change of control agreements with any of our executive officers. The Committee is currently considering recommending to the Board the implementation of such agreements with our executive officers. Our Compensation Committee does consider the compensation of executive officers at other companies in order to assess the compensation that we offer our executive officers, as discussed below.

Role of Compensation Consultant

        This year, our Compensation Committee retained the advisory services of Compensia, Inc. ("Compensia"), a national executive compensation consulting firm, to assist us with the identification of a relevant peer group and competitive market compensation data regarding the compensation of our named executive officers and directors against such group. Compensia does not generally provide any other services to the Compensation Committee, except as may be requested from time to time with respect to specific matters. For the 2015 year, the Compensation Committee has asked Compensia to advise it on the risks associated with the Company's lack of severance arrangements for its executive officers.

        Compensia works at the direction of, and reports directly to, the Compensation Committee, which may replace the compensation consultant or hire additional advisors at any time. Compensia does not perform any services for the Company unless directed to do so by the Compensation Committee. Based on the consideration of the various factors set forth in the rules of the SEC, the Compensation Committee does not believe that its relationship with Compensia and the work of Compensia on behalf

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of the Compensation Committee has raised any conflicts of interest, and the Compensation Committee believes that Compensia is independent.

External Sources

        Generally, we seek to offer executive compensation that is reasonably competitive with telecommunications and technology companies of a similar size, particularly publicly traded telecommunications companies. Defining a relevant "peer group" for us has been historically difficult because we have the complexity and geographic diversity (and attendant travel demands) of large multi-national companies but have similar total revenues and market capitalization to companies that tend to be focused on a very limited geographic area and provide limited services. Nonetheless, we believe that comparisons to certain other companies can provide us with a useful basic check, mainly for the compensation of our named executive officers and directors.

        For 2015, our Compensation Committee referred to the executive compensation paid at the following group of companies:

8 x8   Gogo   RingCentral
Cincinnati Bell   Inteliquent   Shenandoah Telecommunications
Cogent Communications   Iridium Communications   US Cellular
Consolidated Communications   Lumos Networks   ViaSat
FairPoint Communications   NTELOS Holdings   Vonage Holdings
General Communication   RigNet    

        Our Compensation Committee believed that these companies provided us with helpful indicators of competitive executive compensation levels and pay mix because, as a group, they had the following characteristics that are similar to ours: (1) they are telecommunications and technology companies; (2) several of them have both wireless and wireline operations; (3) several of them are of similar size to the Company; and (4) several have a mix of domestic and international operations. However, our Compensation Committee regards comparisons of us to these companies as reference points only—as such, we did not seek to establish any benchmark in reference to these companies or to require changes in our executive compensation to match changes in those companies' compensation.

Role of Chief Executive Officer in Compensation Decisions

        At the end of the year, our Chief Executive Officer evaluates the performance of our other executive officers and makes compensation recommendations to our Compensation Committee based upon those evaluations. Our Board has delegated to our Compensation Committee full discretion in its determination of the compensation to be paid to our Chief Executive Officer and our other executive officers, including discretion to modify the recommendations of our Chief Executive Officer in determining the type and amounts of compensation paid to each executive officer. The Compensation Committee interacts directly with the Chief Executive Officer to evaluate his performance, in addition to conducting its own independent assessment of his performance and the performance of the Company during the year.

Elements of Compensation

        Our executive compensation program is focused on three separate elements:

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        Other than as described below, our Compensation Committee does not have any specific policies or targets for the allocation or "pay mix" of these compensation elements.

        We seek to set the base salary of each executive at a level that is competitive, taking into account the overall compensation history of the particular executive and our other executives and the base salaries paid by similarly situated companies. In addition to merit-based changes when warranted, our Compensation Committee generally recommends that base salaries increase annually at a rate that is slightly above or below cost-of-living adjustments, as represented by indicators like the Consumer Price Index. In addition to merit- based changes, larger increases (or decreases) may be made based on a change in the responsibilities of the executive. Factors such as the expansion or contraction of the Company and the financial condition and prospects of the Company may also influence the amount of annual salary adjustments. From time to time, comparative market factors also may cause the Compensation Committee to make increases above or below the normal cost-of-living adjustment.

        With respect to the Chief Executive Officer, our Compensation Committee believes his compensation is somewhat below market, particularly given the complexity and geographic and sector breadth of our operations and the performance of the Company under his leadership. For example, in 2013, his total compensation was at about the 50 th  percentile and his cash compensation was below that level when compared to CEOs of our peer companies, despite financial and market performance indicators well above that mark. Our Compensation Committee has discussed this finding with the Chief Executive Officer and he has expressed a desire to avoid any significant increase in his compensation.

        Below is a chart showing the base salary rates for 2014 for our named executive officers, in comparison to those in effect in 2013. The base salary increases for 2014, as well as those for 2015, were all generally in the range of cost-of-living increases (generally between 2% and 2.5%), with the individual increases falling above or below that range based on previous increases, the history of the executive's compensation with the Company, any expansion or diminution of the executive's responsibilities and the Compensation Committee's general sense of whether the executive's compensation is at or below the executive's value to the Company. The Compensation Committee increased Mr. Slap's base salary by 10% for the 2015 year in recognition of his consistent performance in his almost five years with the Company and to make his cash compensation more competitive when compared to general counsels in our peer group.

Named Executive Officer
  2014   2013   Annualized
Percent Increase
from 2013
 

Michael T. Prior

  $ 575,000   $ 565,000     1.8 %

Justin D. Benincasa

  $ 340,000   $ 333,000     2.1 %

William F. Kreisher

  $ 248,000   $ 242,000     2.5 %

Leonard Q. Slap

  $ 250,000   $ 245,000     2.0 %

Barry C. Fougere

  $ 255,000     N/A     N/A  

    Annual Cash and Equity Bonuses

Annual Cash Bonus

        We believe that a substantial bonus opportunity, as measured as a percentage of the executive's base salary, motivates executive performance because it makes a significant amount of the executive's overall compensation contingent upon individual and company performance. Further, such approach

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enables the Company to avoid a higher fixed cost of annual base salaries and gives us the ability to control a major piece of compensation expense if the Company ever experiences a business reversal.

        For 2014, the annual bonus opportunity for our named executive officers was as follows:

Named Executive Officer
  2014 Annual Bonus
Opportunity Expressed
as % of Base Salary
 

Michael T. Prior

    100 %

Justin D. Benincasa

    75 %

William F. Kreisher

    50 %

Leonard Q. Slap

    50 %

Barry C. Fougere

    50% *

*
Mr. Fougere's annual bonus opportunity was prorated for the 2014 year.

        At the end of the year, the Compensation Committee makes an overall assessment of the quality of each executive officer's performance during the year. For executive officers other than the Chief Executive Officer, this assessment is based largely on discussions between the Compensation Committee and the Chief Executive Officer. As noted above, the Compensation Committee interacts directly with the Chief Executive Officer to evaluate his performance, in addition to conducting its own independent assessment of his performance and the performance of the Company during the year. For 2014, with the exception of Mr. Slap, the target amounts of the bonuses were unchanged from 2013 levels, based upon the Compensation Committee's assessment that such targets were reasonable and appropriate. For the 2014 year, Mr. Slap's bonus opportunity was increased from 40% to 50% of his base salary.

        Although broad performance objectives are identified at the beginning of each year as a means to align individual behavior with Company objectives, it is communicated to each executive that the Compensation Committee always has the full discretion to determine the extent to which bonuses will be paid or not, regardless of the achievement of any such objectives. For executive officers other than our Chief Executive Officer, the actual amount of annual cash bonus awarded for 2014 was based on a highly subjective review of a number of factors that are each assigned a recommended weight for each executive, which varies based on the roles and duties of each individual. In general, the Compensation Committee believes that the annual bonuses should be tied to overall Company performance such as significant strategic developments (as assessed by the Compensation Committee) and financial performance, particularly for the most senior members of our management team, such as our Chief Executive Officer and Chief Financial Officer.

        Our corporate performance has historically been reviewed by reference to year over year consolidated Company performance and our Compensation Committee will take note of additional significant overall Company achievements or weaknesses which may or may not have impacted or been reflected in the Company's financial or operational results. For 2014, other than for the Chief Executive Officer, the weight assigned to each performance factor generally ranged from approximately 35-50% for Company operational and financial performance, 35-50% for individual achievements, including accomplishment of individual goals set for the 2014 fiscal year, and 15% for general individual performance, including overall quality of the individual's work performance throughout the year. While these weight ranges are presented to the Compensation Committee by our Chief Executive Officer as a guide in connection with his assessment of our executives' performance during the year, actual bonus awards are subject to the Compensation Committee's discretion to increase or decrease such amount or weight range for each performance metric based on the Compensation Committee's review of such individual's performance and relevant job responsibilities. This year, the Compensation Committee also used an indicative weighting factor of 65% for Company operational and financial

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performance, 20% for achievements of specific objectives or other accomplishments and 15% for general individual performance as a general guide for reviewing the performance of our Chief Executive Officer, however, it did not strictly apply these percentages when determining his final compensation package.

        Typically, the Company has paid bonuses at levels below the target opportunity with the Compensation Committee treating the bonus opportunity percentage as more of a ceiling. For 2014, we paid the annual bonuses to our named executive officers described under the column entitled "Bonus" in the Summary Compensation Table for the reasons described below:

        Our Chief Executive Officer was paid an annual bonus of $575,000, representing 100% of his 2014 annual bonus opportunity. In addition to its own favorable assessment of the Chief Executive Officer's performance, the Compensation Committee took particular note of his leadership in creating a new area of strategic investment for the Company through the acquisition of the Company's solar business in 2014 and the financial performance of the Company for the year.

        In reviewing with the Chief Executive Officer the recommendations for annual bonuses to be paid to the other executives, the Compensation Committee considered each officer's contribution to achieving the Company's financial performance and continued growth, using the weight ranges described above as a general guide.

        Our Chief Financial Officer was paid an annual bonus of $242,000, or approximately 95% of his 2014 annual bonus opportunity. As with the Chief Executive Officer, the Compensation Committee took note of the Company's strong financial performance for the year. The Committee also viewed his individual performance very favorably, particularly his work in completing the Company's amended credit facility on favorable terms, the remediation of material weaknesses disclosed by the Company for the 2014 year in the Company's Annual Report on Form 10-K and the expansion of the Company's financial planning and analysis capabilities.

        Based on the Company's strong financial performance, the Compensation Committee determined to pay the following annual bonuses to the other named executive officers and took particular note of the additional factors described below:

    William F. Kreisher, $124,000 or 100% of his 2014 annual bonus opportunity, in recognition of his work throughout 2014 actively and prudently assessing investment opportunities as well as pursuing solar as a new area of development for the Company;

    Leonard Q. Slap, $125,000 or 100% of his 2014 annual bonus opportunity, in recognition of his work attending to 2014 M&A opportunities as well as strategic litigation management; and

    Barry C. Fougere, $75,000 or approximately 100% of his 2014 annual bonus opportunity, pro-rated for his partial year of service with the Company, in recognition of his dynamic start with the Company and focus on enhancing the Company's shared services and international support teams. Mr. Fougere also received a $20,000 signing bonus upon joining the Company in May.

Annual Equity Award

        Under our 2008 Plan, we may grant stock options, restricted stock and other equity awards to our directors, consultants and employees, including our executive officers. Awards made under the 2008 Plan may be granted subject to conditions and restrictions, including voting requirements, achievement of performance goals and forfeiture and recapture of shares upon certain events. Our Compensation Committee, composed entirely of independent directors, grants awards to our employees under our 2008 Plan. Our Chief Executive Officer also has authority to make limited grants under the 2008 Plan to certain key employees of the Company.

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        In addition to annual equity awards to our officers, we have awarded significant equity compensation in connection with the hiring or promotions of executive officers. For new hires, the awards typically are made at the next regularly scheduled Compensation Committee meeting following the hire or promotion. In general, we have awarded restricted stock and stock options with time-based vesting schedules of four years, and, in the case of stock options, have a term of ten years. For the past three years, the Compensation Committee granted all equity awards in the form of restricted or unrestricted stock and did not issue option awards. The Compensation Committee believes that given the Company's disciplined, long-term approach to its investing and operating strategy and its practice of providing a current return to stockholders in the form of dividends, restricted stock is a better tool for aligning, incentivizing, retaining and rewarding our executive officers at this time.

        On March 30, 2014, the Compensation Committee granted annual equity awards to our named executive officers as compensation for each executive's 2013 achievements, as set forth in the Grants of Plan-Based Awards Table on page 26, for the reasons described below:

    Mr. Prior's award was in recognition of his contributions to the consummation of our sale of our U.S. retail wireless operations in 2013 (the "Alltel Sale"), in particular, his strategic leadership on the timing and execution of the Company's exit from the U.S. retail wireless sector and the Company's strong financial performance for fiscal 2013;

    Mr. Benincasa's award was in recognition of his contributions to the Alltel Sale, as well as the Company's strong financial performance for fiscal 2013 in particular, his work during and after the Alltel Sale on the separation of our U.S. wireless retail assets and transitioning personnel and operations accordingly; and

    The awards granted to Messrs. Kreisher and Slap were in recognition of their respective contributions to achieving the Company's financial performance and continued growth in fiscal 2013 and the consummation of the Alltel Sale.

        On March 15, 2015, the Compensation Committee granted the following equity compensation to the Company's named executive officers as compensation for each executive's 2014 achievements, as described in our " Annual Cash Bonus " disclosure above:

 
  Stock Awards
(restricted shares)
 

Michael T. Prior

    21,000  

Justin D. Benincasa

    9,100  

William F. Kreisher

    5,900  

Leonard Q. Slap

    5,300  

Barry C. Fougere

    2,900  

Total

    44,200  

        In approving the annual cash bonus and equity incentive awards, the Compensation Committee assesses the risks associated with the adoption of these awards, including the performance measures and goals for the awards, and concluded that the stock grant awards described above would not be likely to encourage excessive risk taking, as the restricted stock awards vest ratably over a period of four years. While the Compensation Committee believes it is an important policy of the Board to seek to keep the aggregate shares underlying outstanding stock options and unvested restricted stock at a reasonable level in relation to our outstanding equity (calculated on a fully diluted basis), we believe that equity compensation will remain a critical recruitment, retention and incentive tool.

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    Retirement, Benefits and Other Arrangements

        In 2008, we adopted a deferred compensation plan for our then existing executives. This plan is intended to provide retirement income to our executive officers. It was adopted to offset a reduction in our annual contributions to these executives' accounts under our 401(k) retirement plan that we instituted as a result of the consolidation of our 401(k) plan with similar plans of companies that we acquired. Under this plan, we make quarterly credits equal to 8% of the executive's then current base salary to an account on behalf of the executive. In addition to these quarterly credits, we may make additional credits in our sole discretion. See the description of the deferred compensation plan under the caption Non-Qualified Deferred Compensation Plan Transactions in 2014 for more information. Executives hired after 2008 do not participate in this plan. Except for this plan, our executive officers currently do not receive any benefits, including retirement, medical and dental, life and disability insurance, which are not also available to all of our employees.

        We currently have no change of control agreements with, or severance plans with respect to, any of our executive officers, however, following a review of market practices and a recommendation by Compensia, the Compensation Committee is considering recommending to the Board that a base level of severance arrangements be considered for our executive officers.

    "Say on Pay" Advisory Approval of Executive Compensation

        As required by Section 14A of the Securities Exchange Act, in 2014 we conducted an advisory vote of stockholders with respect to the compensation of our named executive officers. At the 2014 Annual Meeting, more than 80% of the shares present, or present by proxy, and entitled to vote at the 2014 Annual Meeting approved our named executive officer compensation. While the approval was advisory and non-binding in nature, the Board of Directors and Compensation Committee value the opinion of stockholders and consider this outcome as an indication that stockholders agree that our executive compensation programs use appropriate structures and policies that are effective in achieving our Company's goals and objectives. As a consequence, the Compensation Committee has not made significant changes in our executive compensation programs as a result of the advisory vote.

        At our 2011 Annual Meeting, stockholders voted on a non-binding and advisory basis to hold an advisory vote on executive compensation every three years. The last such advisory vote was held at our 2014 Annual Meeting and stockholders will again be asked to participate in an advisory vote on executive compensation at the 2017 Annual Meeting.

Compensation Committee Report

        Each member of the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

By the Compensation Committee

Martin L. Budd, Chair
Charles J. Roesslein
Michael T. Flynn

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2014 Summary Compensation Table

        The table below summarizes the total compensation paid to, or earned by, each of our named executive officers for each of fiscal years ended December 31, 2014, 2013 and 2012.

Name and Principal Position
  Year   Salary
($)
  Bonus
($)
  Stock
Awards(1)(2)
($)
  Option
Awards(1)
($)
  All Other
Compensation(3)
($)
  Total
($)(2)
 

Michael T. Prior

    2014     575,000     575,000     1,461,680         124,823     2,736,503  

Chief Executive Officer

    2013     565,000     930,000     1,304,000         141,565     2,940,565  

    2012     550,000     550,000     747,200     457,991     106,761     2,411,952  

Justin D. Benincasa

   
2014
   
340,000
   
242,000
   
631,180
   
   
71,321
   
1,284,501
 

Chief Financial Officer

    2013     333,000     505,000     647,920         84,946     1,570,866  

    2012     325,000     244,000     373,600     152,664     65,921     1,161,185  

William F. Kreisher

   
2014
   
248,000
   
124,000
   
398,640
   
   
54,705
   
825,345
 

Senior Vice President,

    2013     242,000     915,000     874,240         63,156     2,094,396  

Corporate Development

    2012     236,000     118,000     74,720     228,995     43,270     700,985  

Leonard Q. Slap

   
2014
   
250,000
   
125,000
   
332,200
   
   
25,670
   
732,870
 

Senior Vice President and

    2013     245,000     490,000     485,280         23,928     1,244,208  

General Counsel

    2012     235,000     94,000     224,160     76,332     18,287     647,779  

Barry C. Fougere(4)

   
2014
   
150,684
   
95,000
   
450,000
   
   
4,549
   
700,233
 

Senior Vice President,

                                           

Business Operations

                                           

(1)
The amounts in this column reflect the grant date fair value presented in accordance with FASB ASC Topic 718, of awards granted pursuant to our equity incentive plans. Stock and option awards are valued at their grant date fair value. Does not include grants made on March 17, 2015 for 2014 achievements. A discussion of the assumptions used in determining grant date fair value may be found in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.

(2)
Amounts for 2013 and 2012 have been revised to reflect amounts previously disclosed in the Grants of Plan-Based Awards Tables for such years.

(3)
The amounts in this column reflect matching contributions made by us to each of the named executive officers pursuant to the Atlantic Tele-Network, Inc. 401(k) Plan, contributions made by us to a non-qualified deferred compensation plan for Messrs. Prior, Benincasa and Kreisher, and dividends earned on unvested restricted stock awards.

(4)
Mr. Fougere joined us in May 2014. His annual salary and performance-based cash bonus included in the table above for the 2014 fiscal year represent amounts actually paid based on partial year service and have not been annualized. Mr. Fougere's cash bonus awards consist of a $20,000 signing bonus upon joining the Company and an award of $75,000 for his performance in the 2014 year.

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Grants of Plan-Based Awards in 2014

        The table below sets forth additional information regarding stock and option awards granted to our named executive officers during the fiscal year ended December 31, 2014.

Name
   
  Grant
Date
  All Other
Stock Awards:
Number of
Shares of
Stock or
Units (#)
  All Other
Option Awards:
Number of
Securities
Underlying
Options (#)
  Exercise
or Base
Price of
Option
Awards
($/Sh)
  Grant Date
Fair Value
of Stock
and Option
Awards ($)(1)
 

Michael T. Prior
Chief Executive Officer

  Restricted Stock Grant     3/20/14     22,000             1,461,680  

Justin D. Benincasa
Chief Financial Officer

 

Restricted Stock Grant

   
3/20/14
   
9,500
   
   
   
631,180
 

William F. Kreisher

 

Restricted Stock Grant

   
3/20/14
   
6,000
   
   
   
398,640
 

Senior Vice President,

                                   

Corporate Development

                                   

Leonard Q. Slap

 

Restricted Stock Grant

   
3/20/14
   
5,000
   
   
   
332,200
 

Senior Vice President and

                                   

General Counsel

                                   

Barry Fougere

 

Restricted Stock Grant

   
5/20/14
   
8,124
   
   
   
450,000
 

Senior Vice President,

                                   

Business Operations

                                   

(1)
The amounts in this column reflect the grant date fair value of awards determined as set forth in footnote 1 to our Summary Compensation Table set forth on page 25.

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Outstanding Equity Awards at Fiscal Year-End 2014

        The table below sets forth additional information regarding the equity awards granted to our named executive officers that were outstanding as of December 31, 2014.

 
   
   
   
   
   
  Stock Awards  
 
   
  Option Awards  
 
   
  Restricted Shares
That Have Not
Vested(1)
 
 
   
  Number of Securities
Underlying Unexercised
Options(1)
   
   
 
 
  Grant
Date
  Exercise
Price ($)
  Expiration
Date
  Number of
Shares
  Market
Value ($)(2)
 
Name
  Exercisable   Unexercisable  

Michael T. Prior

    3/20/14                     22,000     1,486,980  

President and Chief

    3/27/13                     18,750     1,267,313  

Executive Officer

    3/22/12     15,000     15,000     37.36     3/22/22     10,000     675,900  

    3/15/11     8,750     8,750     32.96     3/15/21     1,875     126,731  

    2/11/10     25,000         46.85     2/11/20          

Justin D. Benincasa

   
3/20/14
   
   
   
   
   
9,500
   
642,105
 

Chief Financial Officer

    3/27/13                     9,000     608,310  

    3/22/12     5,000     5,000     37.36     3/22/22     5,000     337,950  

    3/15/11     15,000     5,000     32.96     3/15/21     1,250     84,488  

    2/11/10     20,000         46.85     2/11/20          

    12/5/08     6,000         23.78     12/5/18          

    9/17/07     40,000         32.98     9/17/17          

William F. Kreisher

   
3/20/14
   
   
   
   
   
6,000
   
405,540
 

Senior Vice President,

    3/27/13                     10,500     709,695  

Corporate Development

    3/22/12     7,500     7,500     37.36     3/22/22     1,000     67,590  

    3/15/11     6,000     2,000     32.96     3/15/21          

    2/11/10     15,000         46.85     2/11/20          

    12/5/08     5,000         23.78     12/5/18          

    9/17/07     35,000         32.98     9/17/17          

Leonard Q. Slap

   
3/20/14
   
   
   
   
   
5,000
   
337,950
 

Senior Vice President,

    3/27/13                     6,000     405,540  

General Counsel

    3/22/12     1,250     2,500     37.36     3/22/22     3,000     202,770  

    3/15/11     1,250     1,250     32.96     3/15/21          

    6/15/10     6,250         44.12     6/15/20          

Barry Fougere

   
5/20/14
   
   
   
   
   
8,124
   
549,101
 

Senior Vice President,

                                           

Business Operations

                                           

(1)
Grants vest 25% annually commencing one year from the date of grant.

(2)
Stock awards are valued at $67.59 per share, the closing price of our stock on December 31, 2014.

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Option Exercises and Stock Vested in 2014

        The table below sets forth information with respect to our named executive officers regarding all options that were exercised and restricted stock that vested during 2014.

 
  Option Awards   Stock Awards  
Name
  Number of
Shares Acquired
on Exercise
(#)
  Value Realized
on Exercise
($)(1)
  Number of
Shares Acquired
on Vesting
(#)
  Value Realized
on Vesting
($)(2)
 

Michael T. Prior

            16,250     1,045,194  

Chief Executive Officer

                         

Justin D. Benincasa

            9,250     589,515  

Chief Financial Officer

                         

William F. Kreisher

    10,000     262,500     5,250     334,408  

Senior Vice President,

                         

Corporate Development

                         

Leonard Q. Slap

            4,750     299,443  

Senior Vice President

                         

and General Counsel

                         

Barry Fougere

                 

Senior Vice President,

                         

Business Operations

                         

(1)
Reflects the difference between the market price of the option awards at exercise and the grant date exercise price of such options.

(2)
Reflects the market value of the shares based on the vesting date closing price of our common stock.

Securities Authorized for Issuance Under Equity Compensation Plans

        The following table provides information regarding our equity compensation plans as of December 31, 2014:


Equity Compensation Plan Information

 
  (a)
  (b)
  (c)
 
 
  Number of Securities
to be Issued upon
Exercise of
Outstanding
Warrants, Options
and Rights
  Weighted Average
Exercise Price of
Outstanding
Warrants, Options
and Rights
  Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column(a))
 

Equity compensation plans approved by security holders:

                   

2008 Equity Incentive Plan

    244,591   $ 38.83     1,170,555  

1998 Stock Option Plan

    105,412   $ 31.51      

Equity compensation plans not approved by security holders:

   
   
   
 

Total

    350,003           1,170,555  

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Non-Qualified Deferred Compensation Plan Transactions in 2014

        The following table sets forth contributions by us to our deferred compensation plan for fiscal 2014.

Name
  Executive
Contributions
in Last
Fiscal Year
($)
  Registrant
Contributions
in Last
Fiscal Year
($)(1)
  Aggregate
Earnings
in Last
Fiscal Year
($)(1)
  Aggregate
Withdrawals/
Distributions
($)
  Aggregate
Balance at
Last Fiscal
Year End
($)(2)
 

Michael T. Prior

        46,000     12,088         383,574  

Justin D. Benincasa

        27,200     6,564         209,944  

William F. Kreisher

        19,840     5,418         171,320  

Leonard Q. Slap(3)

                     

Barry C. Fougere(3)

                     

(1)
The amounts reported in this column are reported for fiscal 2014 in the "All Other Compensation" column of the Summary Compensation Table on page 25.

(2)
The amounts reported in this column were previously reported in the "All Other Compensation" column of the Summary Compensation Table located in our proxy statements filed in previous years.

(3)
Messrs. Slap and Fougere are not participants in our deferred compensation plan.

        Effective as of December 5, 2008, we adopted a non-qualified deferred compensation plan for our then existing executive officers. This plan is intended to provide retirement income to our executive officers and was adopted to offset a reduction in our annual contributions to those executives' accounts under our 401(k) retirement plan that we instituted as a result of the consolidation of our 401(k) plan with similar plans of companies that we acquired. Accordingly, we do not expect to add newly hired executives to this plan and Messrs. Slap and Fougere are not participants in the plan. Under this plan, we make quarterly credits equal to 8% of the executive officer's then current quarterly base salary to an account in the plan on behalf of the executive. In addition to these quarterly credits, the Compensation Committee may make additional credits in its sole discretion. Credits to such executive officer's account under the plan will be deemed to be invested in one or more investment funds selected by the executive officer from among alternatives approved by the Compensation Committee. Overall investment return is dependent upon the performance of each executive officer's selected investment alternatives. Credits will be fully vested at all times and the executive officers will have a nonforfeitable interest in the balance of their respective accounts. Benefits under the plan are payable upon a separation from service in a cash lump sum or in accordance with a fixed schedule elected by the executive officer. Distributions may be made prior to the executive officer's separation from service only for certain financial hardship reasons. The plan is intended to be compliant with Section 409A of the Internal Revenue Code of 1986, as amended, and to constitute a non-qualified, unfunded executive benefit plan.

Potential Payments Upon Termination or Change of Control

        All of our employees, including our named executive officers, are employees-at-will and, as such, do not have employment contracts or retention agreements with us. In addition, we do not have change-in-control or severance agreements with any of our named executive officers, however, the Compensation Committee is currently considering recommending to the Board the implementation of such agreements with our executive officers.

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DIRECTOR COMPENSATION

        Our Compensation Committee has the responsibility of reviewing and making recommendations to the Board regarding director compensation. We use a combination of cash and stock-based incentive compensation to attract and retain qualified directors. In setting director compensation, we consider the time demand and the requisite knowledge and expertise required to effectively fulfill their duties and responsibilities to us and our stockholders. We also consider the compensation set by our peer companies in our determination of director compensation.

        The table below summarizes the compensation paid to, or earned by, our non-employee directors for the fiscal year ended December 31, 2014. Mr. M. Prior, our Chief Executive Officer, does not receive any compensation for his Board service beyond the compensation he receives as an executive officer of the Company.

2014 Director Compensation Table

        The table below summarizes the compensation earned by each named director as of December 31, 2014:

Name
  Fees Earned or
Paid in Cash ($)
  Stock
Awards ($)(1)
  All Other
Compensation ($)
  Total ($)  

Cornelius B. Prior, Jr.(2)

    140,000         8,698     148,698  

Martin L. Budd

    66,000     65,000         131,000  

Michael T. Flynn

    55,000     65,000         120,000  

Liane J. Pelletier

    43,500     65,000     477 (3)   108,977  

Charles J. Roesslein

    71,000     65,000         136,000  

(1)
The amounts in this column reflect the grant date fair value calculated in accordance with FASB ASC Topic 718, of awards granted pursuant to our Non-Employee Directors Compensation Policy and our 2008 Plan.

(2)
As compensation for Mr. Cornelius B. Prior, Jr.'s service as Chairman in 2014, we paid him an annual salary of $125,000, plus certain benefits which are included in "All Other Compensation", including $5,023 in matching contributions pursuant to our 401(k) plan, use of a company car and life insurance premiums. We also provided him with medical and dental benefits that are available to all of our employees. Mr. C.B. Prior, Jr. did not participate in any of our incentive compensation programs. In his capacity as Chairman, he did not receive any board meeting fees, but did receive expense reimbursement available to all other directors.

(3)
Reflects dividends earned on unvested stock awards.

        The table below summarizes the number of shares of unvested restricted stock held by each named director as of December 31, 2014.

Name
  Shares of
Restricted
Stock
 

Cornelius B. Prior, Jr. 

     

Martin L. Budd

     

Michael T. Flynn

     

Liane J. Pelletier

    291  

Charles J. Roesslein

     

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Retainers and Meeting Fees

        For the fiscal year ended December 31, 2014, our non-employee directors (excluding our Chairman) received an annual retainer of $90,000 (consisting of $25,000 in cash and $65,000 in stock). In addition to the retainers, members of the Audit, Compensation and Nominating Committees received additional annual payments of $10,000, $5,000 and $1,000, respectively. The Chairs of the Audit, Compensation and Nominating Committees also received additional annual payments of $15,000, $10,000 and $2,500, respectively.

        In its review of director compensation for the 2014 fiscal year against compensation received by the Boards of the Company's peer group, the Compensation Committee recommended to the Board and the Board approved, an increase in director compensation for the fiscal year ended December 31, 2015, effective as of the date of the 2015 Annual Meeting, to an annual retainer of $130,000 (consisting of $50,000 in cash and $80,000 in stock) for our non-employee directors. In addition to the retainers, effective as of the date of the 2015 Annual Meeting, non-chair members of the Audit, Compensation and Nominating Committees will receive additional annual payments of $10,000, $7,500 and $2,000, respectively. The Chairs of the Audit, Compensation and Nominating Committees will receive additional annual payments of $20,000, $15,000 and $6,000, respectively.

Restricted Stock Grant to New Board Members

        Under the 2008 Plan, new directors receive a one-time payment of $30,000 paid entirely in restricted stock that vests over three years. The per share price will be determined as of the close of the Nasdaq market on the date of the director's election to the Board.

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RELATED PERSON TRANSACTIONS

Policy on Related Person Transactions

        Our Board has a written Related Person Transaction Policy that sets forth our policies and procedures for the reporting, review, and approval or ratification of each related person transaction. Our Audit Committee is responsible for implementing this policy and determining whether any related person transaction is in our best interests. The policy applies to transactions and other relationships that would need to be disclosed in this proxy statement as related person transactions pursuant to SEC rules. In general, these transactions and relationships are defined as those involving a direct or indirect interest of any of our executive officers, directors, nominees for director and 5% stockholders, as well as specified members of the family or household of any of these individuals or stockholders, where we or any of our affiliates have participated in the transaction(s) as a direct party or by arranging the transaction(s) and the transaction(s) involves more than $100,000 in any calendar year. The policy also provides that certain types of transactions are deemed to be pre-approved or ratified, as applicable by our Audit Committee.

        In June 2010, we entered into a joint venture with Schuchman Consulting LLC ("Schuchman Consulting"), an entity wholly owned by Brian A. Schuchman, one of our former directors. Mr. Schuchman retired from our board effective June 2013. The purpose of the joint venture is to evaluate wireless opportunities in the Caribbean, including an investment made in Aruba in June 2010 consisting of a newly-created company called Caribbean Telecom Partners, LLC ("CTP"). Schuchman Consulting provides the day-to-day management of CTP, including identifying new investment opportunities for CTP in the Caribbean. Pursuant to a consulting agreement between CTP and Schuchman Consulting, CTP paid Schuchman Consulting $37,500 for these services in 2012. CTP has established an equity incentive pool consisting of non-voting common stock for its management team equal to 10% of its common equity, of which one-half has been issued to Schuchman Consulting. Customary non-competition and non-solicitation agreements are in place between Schuchman Consulting and CTP.

        In October 2014, our U.S. Virgin Islands business, Choice Communications, LLC ("Choice"), entered into a tower lease with Tropical Tower Ltd ("Tropical Tower"), an entity 90% owned by Mr. C.B. Prior, Jr., our Chairman. When aggregated with amounts that Choice currently pays to Tropical Tower for an existing tower lease entered into in April 2012, Choice will pay approximately $117,000 per year in rental payments to Tropical Tower. Each tower lease has an initial term of five years, with two additional five year renewal periods and has provisions for an increase in rent by 5% each year.

        Our Audit Committee negotiated the specific structure and terms of the joint venture and the Choice lease, as negotiated by Choice management, and unanimously approved each of the arrangements described above in accordance with the terms of our Related Person Transaction Policy.

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ADDITIONAL INFORMATION

Stockholder Proposals for 2016 Annual Meeting

        All suggestions from stockholders are given careful attention. Proposals intended for consideration at next year's annual meeting of stockholders should be sent to Atlantic Tele-Network, Inc.; Attn: Secretary, 600 Cummings Center, Beverly, MA 01915. To be considered for inclusion in our proxy materials for that meeting, such proposals must be received by us by December 23, 2015, and must comply with certain rules and regulations promulgated by the SEC. A stockholder who wishes to make a proposal at the 2016 annual meeting, but does not wish to have the proposal included in the proxy statement for that meeting, must give notice of the proposal to us no later than March 8, 2016, in order for the notice to be considered timely under Rule 14a-4(c) of the SEC.

Householding of Annual Meeting Materials

        Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if you contact us at the following address or telephone number: Investor Relations, Atlantic Tele-Network, Inc., Secretary, 600 Cummings Center, Beverly, MA 01915, (978) 619-1300. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address or telephone number.

Annual Report and Other SEC Filings

        Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K are available on our website at ir.atni.com. These filings and other SEC filings, including our proxy statement, are also available on the SEC's website at www.sec.gov.

         A copy of these filings, including our Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (excluding exhibits), may be obtained, at no cost, by writing to Atlantic Tele-Network, Inc., Attn: Secretary, 600 Cummings Center, Beverly, MA 01915.

        Our Annual Report for the year ended December 31, 2014, which is being mailed to stockholders with this proxy statement, is not incorporated into this proxy statement and is not deemed to be part of the proxy soliciting material.

By order of the Board of Directors,

LEONARD Q. SLAP
Secretary

April 28, 2015

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ATLANTIC TELE-NETWORK, INC. 600 CUMMINGS CENTER BEVERLY, MA 01915 M91371-P65155 To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. For All Withhold All For All Except ATLANTIC TELE-NETWORK, INC. The Board of Directors recommends you vote FOR the following: ! ! ! 1. Election of Directors Nominees: 01) Martin L. Budd 02) Michael T. Flynn 03) Liane J. Pelletier 04) Cornelius B. Prior, Jr. 05) Michael T. Prior 06) Charles J. Roesslein For Against Abstain The Board of Directors recommends you vote FOR the following proposal: ! ! ! 2. Ratification of the selection of PricewaterhouseCoopers LLP as independent auditor for 2015. 3. In their discretion the Proxies are authorized to vote upon such other further business, if any, as lawfully may be brought before the meeting. ! For address changes and/or comments, please check this box and write them on the back where indicated. ! ! Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 


Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders to be held on June 11, 2015. The Proxy Statement, Form 10-K for the fiscal year ended December 31, 2014 and the 2014 Annual Report to Stockholders are available at: http://ir.atni.com/financials.cfm • The annual meeting is scheduled to take place at 9:00 a.m., local time, at The Wylie Inn & Conference Center, 295 Hale Street, Beverly, MA 01915. • Even if you expect to attend the annual meeting, please promptly complete, sign, date and mail this proxy card. Stockholders who attend the meeting may revoke their proxies and vote in person if they so desire. . . FOLD AND DETACH HERE M91372-P65155 ATLANTIC TELE-NETWORK, INC. ANNUAL MEETING OF STOCKHOLDERS - JUNE 11, 2015 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY The undersigned hereby appoints Cornelius B. Prior, Jr. and Michael T. Prior and each of them as Proxies, with full power of substitution, and hereby authorizes each of them to represent and to vote as instructed herein, all shares of Common Shares of Atlantic Tele-Network, Inc. held of record by the undersigned on April 20, 2015, at the Annual Meeting of Stockholders to be held on June 11, 2015 or any adjournment or postponements thereof on the matters set forth in the Notice and Proxy Statement dated April 28, 2015. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER INSTRUCTED ON THE REVERSE SIDE. IF NO INSTRUCTIONS ARE INDICATED, THE PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED IN ITEM 1 AND "FOR" ITEM 2, AT THE DISCRETION OF THE PROXIES NAMED ABOVE, ON ANY OTHERS MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. Address Changes/Comments: ________________________________________________________________________________ _________________________________________________________________________________________________________ (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) (Continued and to be marked, dated and signed on the other side)