2018 Guide to Effective Proxies

2.13 CEO succesion | 199 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES AMERICAN TOWER CORPORATION ARMSTRONG WORLD INDUSTRIES, INC. BANK OF AMERICA CORPORATION CARNIVAL CORPORATION & PLC CORPORATEGOVERNANCE CommunicationsfromStockholdersandOtherInterestedParties Stock Ownership Guidelines Tofurtheraligntheinterestsofourleadershipwiththoseofourstockholdersandpromoteourcommitmenttosoundcorporate governance,ourCorporateGovernanceGuidelinesincludestockownershipguidelines.EachexecutiveofficerandDirectoris expectedtobeneficiallyownAmericanTowerstockequalinmarketvaluetoaspecifiedmultipleofhisorherannualbasesalaryor annualcashretainer,asapplicable.TheguidelinefortheCEOissix(6)timeshisorherannualbasesalaryandforeachoftheother executiveofficersisthree(3)timeshisorherannualbasesalary.Theguidelineforeachnon-managementDirectorisfive(5)times theannualcashretainer.Eachexecutiveofficerandnon-managementDirectorhasfiveyearsfromthedateofhire/appointmentto reachhisorherownershiptarget.Additionally,eachexecutiveofficerisrequiredtoretainatleast50%ofsharesnetoftax obligationsuntilheorshemeetstheownershiprequirements. Fordeterminingcompliancewiththeseguidelines,wecountactualshares,unvestedtime-basedRSUs,in-the-moneyvalueof vestedoptionsandunvestedPSUs(attarget).TheCompensationCommitteeadministersthesestockownershipguidelinesandmay modifytheirtermsandgranthardshipexceptionsatitsdiscretion.AsofMarch28,2018,eachexecutiveofficerandDirector,except forMs.Lieblein,whojoinedtheBoardinJune2017,exceededhisorherapplicablestockownershiprequirement. Executive Succession Planning TheBoardrecognizesthatsuccessionplanningisakeycomponentoftheCompany’scontinuedsuccess.PursuanttoourCorporate GovernanceGuidelines,onanannualbasis,theBoard,initsexecutivesessions,considersandreviewssuccessioncandidatesforthe CEOandotherexecutiveleadershippositionsforbothnear-andlong-termplanning.TheBoardreviewspotentialcandidatesfor successionplanningpurposesinlightoftheirperformance,leadershipqualitiesandabilitytomanageadditionalresponsibilities.The BoardalsoconsiderspotentialrisksregardingtheretentionoftheCompany’scurrentexecutiveofficersandsuccessioncandidates,the timelineforimplementingeachsuccessionplan,andtheextentofdisruptionlikelytobecausedasaresultofunplannedattrition.In addition,aspartofitsriskmanagementprocess,theBoardhasdevelopedaninterimemergencysuccessionplan. Communications from Stockholders and Other Interested Parties TheBoardgivesattentiontowrittencommunicationssubmittedbystockholdersandotherinterestedpartiesandwillrespondifand asappropriate.TheBoardhasdesignatedtheNominatingCommitteetoconsider,anddetermineresponsesto,communications fromstockholdersandotherinterestedparties.IfyouwishtosendcommunicationsonanytopictotheBoardandits non-managementDirectors,addressyourcommunicationstoDavidE.Sharbutt,ChairpersonoftheNominatingandCorporate GovernanceCommittee,c/oGeneralCounsel,AmericanTowerCorporation,116HuntingtonAvenue,Boston,Massachusetts 02116.StockholdersproposingDirectornominationsoranyotherbusinessforconsiderationatameetingofstockholdersmust complywiththeproxyaccessprovisionsortheadvancenoticeandrelatedprovisionsinourBy-Laws,asapplicable. Undermostcircumstances,theChairpersonoftheNominatingCommitteeis,withtheassistanceofourGeneralCounsel,primarily responsibleformonitoringcommunicationsfromstockholdersandforprovidingcopiesorsummariesofsuchcommunicationstothe otherDirectorsasheorsheconsidersappropriate.Communicationsthatrelatetosubstantivemattersandincludesuggestionsor commentsthattheChairpersonoftheNominatingCommitteeconsiderstobeimportantfortheDirectorstoconsiderwillbe forwardedtoallDirectors.Ingeneral,communicationsrelatingtocorporategovernanceandlong-termcorporatestrategyaremore likelytobeforwardedthanarecommunicationsrelatingtoordinarybusinessaffairsormattersthatarepersonalorotherwisenot relevanttotheCompany,includingmassmailingsandrepetitiveorduplicativecommunications. AMERICANTOWERCORPORATION 2018PROXYSTATEMENT 19 CORPORATEGOVERNANCE (CONTINUED) measures. In addition, senior management regularly reevaluate the appropriateness of risk assessments and priorities. This process includes identifying risks that could prevent achievement of business goals or plans. Our internal audit group uses the resulting information as a basis for developingitsauditplan. Our Board periodically reviews summary reports that assess the strategic, operational, infrastructure and external risks facing the Company. Each Board committee, consistent with its charter, assists our Board in overseeing the review of certain risks that are particularly within its purview, including as described in “BOARD MEETINGS AND COMMITTEES”below. BOARD’SROLEIN SUCCESSIONPLANNING Our Board is actively engaged and involved in talent management. Our Board reviews the Company’s “Organization Vitality” initiatives in support of its business strategy at least annually. This includes a detailed discussion of the Company’sgloballeadershipbenchandsuccession plans with a focus on key positions at the senior officer level,including CEO.During2017, ourBoard and the Compensation Committee met on several occasions in furtherance of these initiatives. In addition, the committees of the Board regularly discuss the talent pipeline for specific critical roles. High potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, our Board is regularly updated on key talent indicators for the overall workforce, including diversity,recruitinganddevelopmentprograms. BOARDLEADERSHIPSTRUCTURE Our Bylaws and Corporate Governance Principles provide our Board with the flexibility to determine what leadership structure works best for us, including whether the same individual should serve as both our Chairman and our CEO. In February 2010, our Board determined to split the positions of Chairman and CEO. Since that time, Mr. O’Connor, who had been independent Lead Director from February 2008 through February 2010, has served as Chairman and will continue to serve in that capacity until he steps down as Chairman at the Annual Meeting. The split of these positions allows Mr. Grizzle, our President and CEO, to focus on managing the business, while our Chairman, oversees our Board’s functions. Our Board will continue to evaluate its leadership and governance structure within the context of the specific needs of the business, current Board composition, and the bestinterestsofCompanyshareholders. Responsibilities of the Chairman include recruiting new Board members, overseeing the evaluation and compensation of the CEO, ensuring an appropriate succession plan, overseeing independent evaluation of risk, coordinating Board meeting schedules and agenda, chairing and leading the discussions at the meetings, and overseeing the annual performance evaluations of the Board, its committees and its individual members. The Chairman ensures information provided by management to the Board is sufficient for the Board to fulfill its duties and communicates with other directors on key issues and concerns outside of regularly scheduled meetings. The Chairman is also responsible for ensuring the effective functioning of the committees through appropriate delegation to, and membership of, the committees. Finally, the Chairman provides effective leadership for our independent directors to facilitate the independent oversight required by our Bylaws and Corporate Governance Principles, includingbyensuringthat: • amajorityofourdirectorsareindependent; • all of the members of the Audit Committee, the Compensation Committee, the Finance Committee and the Governance Committee are independent directors;and • the Board meets at regularly scheduled executive sessions, outside of the presence of management. Our Chairman presides at these sessions. In addition, each of the Board’s four standing committees regularly meet at similar executive sessions, at which the respective committee chairs preside. COMMUNICATION WITH THEBOARD Any person who wishes to communicate with the Board, the nonemployee directors as a group, or individual directors, including the Chairman, may direct a written communication to the attention of the Corporate Secretary at the Company’s corporate offices at 2500 Columbia Avenue, Lancaster, Pennsylvania 17603. The Corporate Secretary will forward these communications to the 10 AWI2018ProxyStatement GOVERNANCE BoardandCommitteeGovernance payouts to 200% (in the case of PBS and MTE grants as described below) or 600% (in the case of SEAgrants as describedbelow)of target. • Performance-Based Share Grants . To strengthen the relationship between pay and performance, all of our equity grants to senior executives for fiscal 2017 service have been in the form of performance-based share grants. • Performance Measurement . For corporate officers, the performance measurement used when determining their annual bonus is based on the performance of Carnival Corporation & plc. For officers of our operating units, the performance measurements used when determining their bonus is based 50% on the performance of their operating unit, with the remaining balance being based on the performance of Carnival Corporation & plc to enable a continued focus on the overall success of CarnivalCorporation& plc. • Stock Ownership Policy . All senior executives who are designated as reporting officers under Section 16 of the Exchange Act, including our Named Executive Officers, are subject to a stock ownership policy which specifies target ownership levels of Carnival Corporation and Carnival plc shares interms of the valueof the equityholdingsas a multipleof eachofficer’s basesalary. • ClawbackPolicy . TheCarnivalCorporation2011Stock Plan(whichwasapprovedby shareholders in 2011), the Carnival plc 2014 Employee Share Plan (which was approved by shareholders in 2014) and the incentive plan used to determine annual bonuses contain clawback provisions, which authorize us to recover incentive-based compensation granted under those plans in the event Carnival Corporation & plc is required to restate their financial statements due to fraud or misconduct. CorporateGovernanceGuidelines Our Corporate Governance Guidelines address various governance issues and principles, including Director qualifications and responsibilities, access to management personnel, Director compensation, Director orientation and continuing education and annual performance evaluations of the Boards, their Committees and individual Directors. Our Corporate Governance Guidelines are posted on our website at www.carnivalcorp.comandwww.carnivalplc.com. Chief ExecutiveOfficer SuccessionPlanning Our Boards believe that planning for the succession of our Chief Executive Officer is an important function. Our multi-brand structure enhances our succession planning process. At the corporate level, a highly-skilled management team oversees a collection of cruise brands. At both the corporate and brand levels, we continually strive to foster the professional development of senior management. As a result, Carnival Corporation & plc has developed a very experienced and strong group of leaders, with their performance subject to ongoing monitoring and evaluation, as potential successors to all of our seniorexecutivepositions,includingour ChiefExecutiveOfficer. The Boards and the Nominating & Governance Committees are responsible for succession planning, including emergency succession planning. The independent Non-Executive Directors meet with the Chairman and the Chief Executive Officer (both together and individually) at least quarterly to plan for the succession of the Chief Executive Officer, including plans in the event of an emergency. During those sessions, each of the Chairman and the Chief Executive Officer discusses his recommendations of potential successors, along with an evaluation and review of any development plans for such individuals. As provided in our Corporate Governance Guidelines, the Nominating & Governance Committees will, when appropriate, make recommendations to the Boards with respect to potential successors to the Chief Executive Officer. All members of the Boards will work with the Nominating & Governance Committees to see that qualified candidates are available and that development plans are CarnivalCorporation&plc2018ProxyStatement 25 CorporateGovernance Valuing our People—Focus on Equal Pay for Equal Work Westrivetobethebestplacetoworkforouremployees.Thisincludesbeingadiverseandinclusivecompany,providing competitivecompensationandbenefitswithparticularfocusonourlowerpaidemployees,andpaypracticesdesignedto deliverequalpayforequalwork. Tobeagreatplacetowork,wefocusonprovidinganinclusiveandrewardingexperienceforall,withfairandequitablepay.Our pay-for-performancephilosophyandapproachtocompensationbeginswithsettingclearexpectationswithmanagersatall levelsofthecompany.Thecompensationprocessincludesthoroughanalysesandreviews,withoversightfromthemostsenior leadersinourcompanyincludingme,themanagementteam,CEOBrianMoynihan,andtheDirectorswhoserveonour CompensationandBenefitsCommittee.Additionally,aspartofourregularworktosupportourgenderandraceneutralpay-for- performancephilosophy,wehaveretainedoutsideexpertsthatuserigorousprocessandanalysistoexaminehowwepay employeesbeforeyear-endcompensationdecisionsarefinalized.Throughthisdetailedwork,wealsoidentifyindividual differencesinemployeecompensationandconsiderfactorssuchasroleinorganization,experience,worklocation,andthe mostrecentyear’sperformance.Whenappropriate,wetakeactiontobringindividualemployeepayinlinewithcomparable peerpositions.Thisprocess,whichhasbeeninplaceforoveradecade,reinforcesourcultureandcommitmenttopayingour employeesequitably. Aswesharedwithallemployeesearlierthisyear,inourmostrecentreviewoftotalcompensationforU.S.andU.K.employees (approximately80%ofourglobalworkforce),resultsshowedthatacrossthecompany,compensationreceivedbywomenis equaltoonaverage99%ofthatreceivedbymen.Resultsalsoshowedthatcompensationreceivedbyminorityteammatesis equaltoonaverage99%ofnon-minorityteammates. Theseresultswillcontinuetoinformbothourpay-for-performancepractices,includinghowwecontinuetobridgegapsthatexist ormayexistinthefuture,aswellasouroveralleffortstocontinuetoattract,develop,andadvancewomenandraciallyor ethnicallydiverseemployees.InMarch2018,wewilltakeanotherstep,withanewpracticethatrestrictshowwesolicit compensationinformationfromcandidatesduringthehiringprocess.Whilethisisalreadyinplaceincertainmarketswithlocal requirements,wewillimplementitacrosstheU.S.sothatwedeterminecompensationdecisionsfornewhiresbasedon individualqualifications,roles,andperformance,ratherthanhowtheymayhavebeencompensatedinthepast. Effortslikethisonewillhelpuscontinuetoattractdiversetalent,buildingontheprogressandmomentumwehaveachieved thusfar.Today,morethan50%ofourglobalworkforceisfemale,morethan40%ofourU.S.-basedworkforceisraciallyor ethnicallydiverse,andmorethan45%ofourBoardofDirectorsisfemaleorraciallyorethnicallydiverse.Weareoneoffive companiesintheS&P100thathavefivewomendirectors.Thisdiversitymakesusstrongerandbetterabletodeliverforour customers,clients,andthecommunitiesweserve. Ourcommitmenttofairlyandequitablycompensateallofouremployeescontinuestobuildonourcultureofinclusion, transparency,respectandfairness,anddeliveryofagreatplacetoworkforusall. —Sheri Bronstein Global Human Resources Executive SeealsoAppendixA.MoreinformationonourcommitmenttoESG,includingourhumancapitalmanagementpractices,is availableonourwebsiteat http://bankofamerica.com/responsiblegrowth . CEO and Senior Management Succession Planning OurBoardoverseesCEOandseniormanagementsuccessionplanning,whichisformallyreviewedatleastannually;twosuch planningsessionswereheldin2017.OurCEOandourGlobalHumanResourcesExecutiveprovideourBoardwith recommendationsandevaluationsofpotentialCEOsuccessors,andreviewtheirdevelopmentplans.OurBoardreviews potentialinternalseniormanagementcandidateswithourCEOandourGlobalHumanResourcesExecutive,includingthe qualifications,experience,anddevelopmentprioritiesfortheseindividuals.DirectorsengagewithpotentialCEOandsenior managementsuccessorsatBoardandcommitteemeetingsandinlessformalsettingstoallowdirectorstopersonallyassess candidates.Further,ourBoardperiodicallyreviewstheoverallcompositionofourseniormanagement’squalifications,tenure, andexperience. OurBoardalsoestablishesstepstoaddressemergencyCEOandseniormanagementsuccessionplanninginextraordinary circumstances.OuremergencyCEOsuccessionplanningisintendedtoenableourcompanytorespondtounexpectedposition vacancies,includingthoseresultingfromamajorcatastrophe,bycontinuingourcompany’ssafeandsoundoperationand minimizingpotentialdisruptionorlossofcontinuitytoourcompany’sbusinessandoperations. 26 BankofAmericaCorporation2018ProxyStatement