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¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
x Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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•
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the election of 12 directors for a one-year term;
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•
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the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for fiscal year 2020;
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•
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a non-binding, advisory vote to approve the compensation of our named executive officers; and
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•
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such other business as may properly come before the Annual Meeting.
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•
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if you received a printed proxy card, mark, sign, date and return the proxy card (see instructions on the Notice of Internet Availability of Proxy Materials ("Proxy Materials Notice") on how to request a printed proxy card);
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•
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call the toll-free telephone number shown at the website address listed on your Proxy Materials Notice or on your proxy card; or
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•
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visit the website shown on your Proxy Materials Notice or the proxy card to submit a proxy via the Internet.
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TABLE OF CONTENTS
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Page
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I.
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II.
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III.
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IV.
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V.
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VI.
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VII.
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VIII.
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IX.
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X.
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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Name
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Age
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Director Since
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Principal Occupation
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Independent
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Committee
Memberships
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Other Public Company Boards
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P. Robert Bartolo
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48
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2014
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Individual Investor
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l
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• Audit (C)
• Compensation
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Jay A. Brown
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47
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2016
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President and CEO, Crown Castle International Corp.
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Cindy Christy
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54
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2007
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President, Asurion Corp.
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l
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• Compensation (C)
• NCG
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Ari Q. Fitzgerald
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57
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2002
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Partner, Hogan Lovells US LLP
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l
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• Compensation
• NCG (C)
• Strategy
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Robert E. Garrison II
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78
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2005
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Individual Investor
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l
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• Audit
• Compensation
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Andrea J. Goldsmith
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55
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2018
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Professor of Electrical Engineering, Stanford University
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l
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• NCG
• Strategy
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1
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Lee W. Hogan
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75
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2001
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Individual Investor
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l
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• Audit
• Compensation
• Strategy
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Edward C. Hutcheson, Jr.
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74
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1999*
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Managing Director and Senior Advisor, Platte River Equity, LLC
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l
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• Strategy
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J. Landis Martin
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74
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1999*
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Founder and Managing Director, Platte River Equity, LLC
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l
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• NCG
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2
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Robert F. McKenzie
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76
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1995
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Individual Investor
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l
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• Audit
• Strategy
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Anthony J. Melone
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59
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2015
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Former EVP and CTO, Verizon Communications
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l
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• NCG
• Strategy (C)
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1
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W. Benjamin Moreland
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56
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2006
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Former President and CEO, Crown Castle International Corp.
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• Strategy
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1
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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ü Annual election of directors by majority vote
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ü Stock ownership and retention guidelines
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ü 10 out of 12 independent director nominees
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ü Annual Board and committee evaluations
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ü Range of director nominee tenure
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ü One-share, one-vote standard
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ü Separate Chairman and CEO
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ü Disclosure committee for financial reporting
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ü Regular Board executive sessions
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ü Proxy access
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ü Board diversity
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ü No poison pill
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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•
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the election of 12 directors for a one-year term;
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•
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the ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as our independent registered public accountants for fiscal year 2020;
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•
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a non-binding, advisory vote to approve the compensation of our named executive officers; and
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•
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such other business as may properly come before the Annual Meeting.
|
•
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if you receive a printed proxy card, mark, sign, date and return the proxy card (see instructions on the Proxy Materials Notice on how to request a printed proxy card);
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•
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call 1-800-690-6903 to submit a proxy by telephone; or
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•
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visit www.proxyvote.com to submit a proxy via the Internet.
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
|
•
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FOR the election of each of the director nominees named in this Proxy Statement (Proposal 1);
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•
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FOR the ratification of the appointment of PwC as our independent registered public accountants for fiscal year 2020 (Proposal 2); and
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•
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FOR the non-binding, advisory vote to approve the compensation of our named executive officers (Proposal 3).
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•
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delivering a timely written notice of revocation to our Corporate Secretary, Crown Castle International Corp., 1220 Augusta Drive, Suite 600, Houston, Texas 77057;
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•
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submitting a timely, later-dated proxy by Internet, telephone or mail (see instructions on your Proxy Materials Notice or proxy card); or
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•
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attending the Annual Meeting and voting. Attendance at the meeting alone will not constitute a revocation of a proxy.
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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Services Provided
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2019
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2018
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||
Audit Fees (a)
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$
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3,295,000
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$
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3,584,596
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Audit-Related Fees (b)
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900
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75,900
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Tax Fees (c)
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304,100
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47,201
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All Other Fees (d)
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—
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—
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Total
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$
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3,600,000
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$
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3,707,697
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(a)
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Represents the aggregate fees billed for professional services rendered by PwC for the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q, services related to the audit of internal control over financial reporting, and other services normally provided by our independent auditor in connection with statutory and regulatory filings or engagements.
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(b)
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Represents the aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit or review of our financial statements not reported as "Audit Fees." Audit-related fees for 2018 were for services in connection with discussions, reviews and testing of certain information related to new accounting standards in a year prior to adoption.
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(c)
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Represents the aggregate fees billed for professional services rendered by PwC for tax compliance, tax advice and tax planning.
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(d)
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Represents the aggregate fees billed for products and service provided by PwC other than those reported as audit, audit-related or tax fees above.
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
|
P. Robert Bartolo
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Age: 48
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Director Since: 2014
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Principal Occupation:
Individual Investor
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Mr. Bartolo was appointed to the Board as a director in February 2014. Mr. Bartolo served as a portfolio manager in the U.S. Equity Division of T. Rowe Price from March 2005 to January 2014. During such time, Mr. Bartolo also served as Vice President of T. Rowe Price Group, Inc. From October 2007 to January 2014, Mr. Bartolo served as Executive Vice President ("EVP") of the U.S. Growth Stock Fund and chairman of that fund's Investment Advisory Committee. Mr. Bartolo also analyzed and recommended companies in the telecommunications and related industries for T. Rowe Price from August 2002 to March 2007 and co-managed the Media and Telecom Fund from March 2005 to March 2007. Mr. Bartolo has earned the Chartered Financial Analyst designation.
Skills and Qualifications: Mr. Bartolo brings to our Board financial and investment expertise and experience, business analysis acumen, advanced financial literacy, and an understanding of our business and the communications infrastructure industry, including extensive experience investing in and analyzing companies in the telecommunications and related industries.
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Jay A. Brown
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Age: 47
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Director Since: 2016
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Principal Occupation:
President and CEO,
Crown Castle International Corp.
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Mr. Brown was elected to the Board as a director in May 2016 and has served as our President and CEO effective June 2016. Previously, Mr. Brown served as our Senior Vice President ("SVP"), Chief Financial Officer ("CFO") and Treasurer from July 2008 to May 2016. Mr. Brown served as Vice President of Finance from August 2001 until his appointment as our CFO and, during such time, was also appointed Treasurer in May 2004. From the time he joined the Company in August 1999 until July 2001, Mr. Brown served in a number of positions in corporate development and corporate finance. Mr. Brown serves on the advisory board of governors of NAREIT—the National Association of Real Estate Investment Trusts, the board of directors and executive committee of the Wireless Industry Association and the advisory board of Hankamer School of Business at Baylor University.
Skills and Qualifications: Mr. Brown brings to our Board executive experience (including as our CFO), extensive knowledge and understanding of our business and the communications infrastructure industry, financial and transactional acumen, and strategic insight.
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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Cindy Christy
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Age: 54
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Director Since: 2007
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Principal Occupation:
President, Asurion Corporation
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Ms. Christy was appointed to the Board as a director in August 2007. Ms. Christy has served as President of Asurion Corporation ("Asurion") since September 2014. Ms. Christy's prior positions at Asurion include service as Chief Operating Officer ("COO") from September 2014 to December 2017, as President-Americas from December 2012 to September 2014, and as President-Sales, Marketing and Product Management from November 2008 to December 2012. Prior to joining Asurion, Ms. Christy served as President, Americas Region for Alcatel-Lucent from January 2008 to September 2008 and as President of the North America Region for Alcatel-Lucent from December 2006 to December 2007. Prior to that time, Ms. Christy served in various positions with Lucent Technologies Inc., including President of the Network Solutions Group, President of the Mobility Solutions Group and COO of the Mobility Solutions Group. From August 2015 to February 2019, Ms. Christy served on the board of directors of The Dun & Bradstreet Corporation, formerly a public company.
Skills and Qualifications: Ms. Christy brings to our Board extensive and advanced know-how and understanding of telecommunications technologies and related emerging technological trends, relevant executive experience (including with a leading telecommunications infrastructure provider), industry strategic insights, and extensive knowledge of our customers, including such customers' anticipated priorities, goals and objectives.
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Ari Q. Fitzgerald
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Age: 57
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Director Since: 2002
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Principal Occupation:
Partner, Hogan Lovells US LLP
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Mr. Fitzgerald was appointed to the Board as a director in August 2002. Mr. Fitzgerald is currently a partner in the Washington, D.C. office of Hogan Lovells US LLP ("Hogan Lovells"), and is a member of that firm's Communications Group, where he concentrates on wireless, international and Internet-related issues. Prior to joining Hogan Lovells, Mr. Fitzgerald was an attorney with the Federal Communications Commission ("FCC") from 1997 to 2001. While at the FCC, he served for nearly three years as legal advisor to FCC Chairman William Kennard and later as Deputy Chief of the FCC's International Bureau. Prior to joining the FCC, Mr. Fitzgerald was an attorney in the Office of Legal Counsel of the U.S. Department of Justice. He also served as legal counsel to former U.S. Senator Bill Bradley. Prior to working for the U.S. Department of Justice, Mr. Fitzgerald worked as an attorney for the law firm of Sullivan & Cromwell LLP.
Skills and Qualifications: Mr. Fitzgerald brings to our Board extensive regulatory knowledge and experience (particularly with respect to the FCC, National Telecommunications and Information Administration, the U.S. Congress, U.S. Department of Justice and other federal agencies that address communications policy issues), legal expertise, an understanding of and insight into government affairs and activities, and an understanding of our business and the communications infrastructure industry.
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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Robert E. Garrison II
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Age: 78
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Director Since: 2005
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|
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Principal Occupation:
Individual Investor
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Mr. Garrison was elected to the Board as a director in May 2005. Mr. Garrison served as Chairman of the Executive Committee of Sanders Morris Harris Group Inc. ("SMHG"), a financial services company, from May 2009 until February 2012. Mr. Garrison served as President and CEO of SMHG from January 1999 until May 2002 and as President until May 2009. Mr. Garrison is a director of Prosperity Bank; NuPhysicia LLC; and JTS Capital Corp, each a private company. He also serves as a corporate member of the board of directors of the Memorial Hermann Health System. Mr. Garrison has had prior service as a director of FirstCity Financial Corporation and SMHG (each, formerly a public company). Mr. Garrison has over 40 years' experience in the securities industry and is a Chartered Financial Analyst.
Skills and Qualifications: Mr. Garrison brings to our Board extensive financial and investment expertise and experience, executive experience (including as a CEO of a public company), business analysis acumen, advanced financial literacy, an understanding of our business and the communications infrastructure industry, entrepreneurial experience, and public company corporate governance knowledge.
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Andrea J. Goldsmith
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Age: 55
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Director Since: 2018
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Principal Occupation:
Professor of Electrical Engineering,
Stanford University
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|
Ms. Goldsmith was appointed to the Board effective February 2018. Ms. Goldsmith has served as the Stephen Harris professor in the School of Engineering at Stanford University since 2012 and has served as a professor, associate professor or assistant professor at Stanford University since January 1999. Ms. Goldsmith also founded and served as Chief Technology Officer ("CTO") of Plume WiFi (formerly, Accelera, Inc.) from August 2010 to August 2014 and Quantenna Communications, Inc. (formerly, mySource Communications, Inc.) from 2005 to 2009. In addition, Ms. Goldsmith currently serves on the Technical Advisory Boards of Sequans Communications and Cohere Technologies. Ms. Goldsmith is a frequent lecturer and writer regarding wireless technologies. Ms. Goldsmith also serves on the board of directors of Medtronic plc, a public company.
Skills and Qualifications: Ms. Goldsmith brings to our Board extensive and advanced know-how and understanding of telecommunications technologies and emerging related technological trends, executive experience and an academic perspective.
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CROWN CASTLE INTERNATIONAL CORP.
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2020 PROXY STATEMENT
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Lee W. Hogan
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Age: 75
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Director Since: 2001
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Principal Occupation:
Individual Investor
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Mr. Hogan was appointed to the Board as a director in March 2001. Mr. Hogan served as President and CEO of SFM Limited from March 2001 to December 2001. Mr. Hogan served as an officer and director of Reliant Energy Inc. ("Reliant"), a public diversified international energy services and energy delivery company, from 1990 to 2000. During his tenure at Reliant, Mr. Hogan served as Vice Chairman and as one of four members of The Office of the CEO, the principal management policy instrument of Reliant. In addition, he served on the Finance Committee of Reliant's board of directors. Previously, Mr. Hogan served as CEO of Reliant's Retail Energy Group, president and CEO of Reliant's International Business Group (directing energy operations in Asia, Europe and Latin America), and in a variety of capacities for Reliant's Houston Lighting & Power subsidiary. Mr. Hogan was the founding president of The Greater Houston Partnership, a business advocacy organization, where he served from 1987 to 1990.
Skills and Qualifications: Mr. Hogan brings to our Board extensive executive experience (including as a CEO), financial and transactional acumen, investment expertise, strategic insight, an understanding of our business and the communications infrastructure industry, and public company corporate governance knowledge.
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Edward C. Hutcheson, Jr.
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Age: 74
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Director Since: 1999
(with prior service as a director from 1995 to 1999)
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Principal Occupation:
Managing Director and
Senior Advisor,
Platte River Equity, LLC
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Mr. Hutcheson has served on the Board as a director from January 1995 until February 1999 and from July 1999 to the present. Mr. Hutcheson was a co-founder of ours in 1994 and served as our CEO or Chairman from inception until March 1997. Since February 2000, Mr. Hutcheson has been involved in private investment and consulting activities. He currently serves as a Managing Director and Senior Advisor of the private equity firm Platte River Equity, LLC. From March 1997 until February 2000, he served in several capacities, including COO, with Pinnacle Global Group Inc., formerly a public financial services company, which merged to form SMHG. From 1987 through 1993, he served in senior management roles with Baroid Corporation, formerly a public petroleum services company and now a part of Halliburton Co. He served as President, COO and a director of the Baroid holding company from 1990 through 1993. Mr. Hutcheson is also a member of the Board of Trustees of Northwestern University.
Skills and Qualifications: Mr. Hutcheson brings to our Board relevant executive experience (including as a CEO), financial and transactional acumen, investment expertise, an understanding of our business and the communications infrastructure industry, and public company corporate governance knowledge.
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CROWN CASTLE INTERNATIONAL CORP.
|
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2020 PROXY STATEMENT
|
J. Landis Martin
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Age: 74
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Director Since: 1999
(with prior service as a director from 1995 to 1998)
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Principal Occupation:
Founder and
Managing Director,
Platte River Equity, LLC
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|
Mr. Martin has been a director on our Board from 1995 through November 1998 and from November 1999 to the present. Mr. Martin has served as Chairman of our Board since May 2002. Mr. Martin is Chairman of the private equity firm Platte River Equity, LLC and has been a Managing Director since its founding in November 2005. Mr. Martin retired as Chairman and CEO of Titanium Metals Corporation, a public integrated producer of titanium metals company, where he served from January 1994 until November 2005. Mr. Martin served as President and CEO of NL Industries, Inc., a public chemical manufacturing company, from 1987 to 2003 and as a director from 1986 to 2003. Mr. Martin is also lead director of Apartment Investment Management Company and Intrepid Potash, Inc., each a public company. Mr. Martin served as a director on the board of directors of Halliburton Company, a public company, from 1998 until 2018, having served as lead director from 2009 to 2018.
Skills and Qualifications: Mr. Martin brings to our Board extensive executive experience (including as a CEO of public companies), financial and transactional acumen, investment expertise, strategic insight, an understanding of our business and the communications infrastructure industry, and public company corporate governance knowledge.
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Robert F. McKenzie
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|
Age: 76
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Director Since: 1995
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|
|
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Principal Occupation:
Individual Investor
|
|
Mr. McKenzie was elected to the Board as a director in 1995. During his multi-decade career, Mr. McKenzie built and led operations of mobile wireless, voice and data networking, computer storage, and business services companies. From 1990 to 1994, Mr. McKenzie was a founder, director and President/COO of OneComm, Inc., a mobile communications provider, which was sold to Nextel Communications (now part of Sprint Corporation) ("Nextel") in 1994. From 1980 to 1990, he held general management positions with Northern Telecom, Inc. and was responsible for the marketing and support of its Meridian Telephone Systems and Distributed Communications networks to businesses in the Western United States. In addition, as an independent investor and director, he has helped establish Vector ESP, Inc. (a private company implementing server-based computing applications), CO Space Inc. (a private computer server co-location facilities company), Velocom, Inc. (a private company providing wireless telephone and Internet services in Brazil), and Cordillera Communications Corporation (a private mobile communications provider in the U.S., Peru, Ecuador and Chile). From June 2012 to December 2015, Mr. McKenzie served on the board of directors of Mobile Pulse Inc. (a private mobile connectivity analytics company).
Skills and Qualifications: Mr. McKenzie brings to our Board relevant executive experience (including as President/COO of a mobile communications provider), extensive telecommunications technology knowledge, an understanding of our carrier customers and their needs, entrepreneurial and venture development experience, an understanding of our business and the communications infrastructure industry, and public company corporate governance.
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|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
Anthony J. Melone
|
|
Age: 59
|
Director Since: 2015
|
|
|
|
|
Principal Occupation:
Former EVP and CTO,
Verizon Communications
|
|
Mr. Melone was appointed to the Board as a director in May 2015. Mr. Melone has over three decades of experience in the telecommunications industry, including having served as EVP and CTO for Verizon Communications from December 2010 to April 2015. In addition, Mr. Melone served in a variety of positions with Verizon Wireless from 2000 to December 2010, including as SVP and CTO from 2007 to December 2010. Mr. Melone serves on the board of directors of ADTRAN, Inc., a public company.
Skills and Qualifications: Mr. Melone brings to our Board extensive and advanced know-how and understanding of telecommunications technologies and emerging related technological trends, relevant executive experience (including with a leading telecommunications company), industry strategic insight, an understanding of our business and the communications infrastructure industry, and extensive knowledge of our customers, including such customers' anticipated priorities, goals and objectives.
|
|
|
|
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W. Benjamin Moreland
|
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Age: 56
|
Director Since: 2006
|
|
|
|
|
Principal Occupation:
Former President, CEO and
Executive Vice Chairman ("EVC"),
Crown Castle International Corp.
|
|
Mr. Moreland was appointed to the Board as a director in August 2006 and served as our EVC from June 2016 to December 2017. Prior to his appointment as EVC, he served as our President and CEO from July 2008 and as our EVP and CFO from February 2004 to June 2008, having been appointed CFO and Treasurer in April 2000. Prior to being appointed CFO, he had served as our SVP and Treasurer, including with respect to our domestic subsidiaries, since October 1999. Mr. Moreland serves as the chairman on the board of directors of Clear Channel Outdoor Holdings, Inc., a public company, and as a director on the board of directors of Houston Methodist Hospital. From May 2016 to September 2017, Mr. Moreland served on the board of directors of Monogram Residential Trust, Inc., which was a public company until its acquisition by an affiliate of Greystar Growth and Income Fund, LP in September 2017. From January 2008 to March 2018, Mr. Moreland served on the board of directors of Calpine Corp., which was a public company until its acquisition by an affiliate of Energy Capital Partners.
Skills and Qualifications: Mr. Moreland brings to our Board varied executive experience (including as our CEO, CFO, and EVC), extensive knowledge and understanding of our business and the communications infrastructure industry, financial and transactional acumen, and strategic insight.
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|
|
|
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Audit Committee
|
•
|
provide oversight of:
|
•
|
our financial statements and accounting practices;
|
•
|
the quality and integrity of the financial statements and other financial information we provide to any governmental body or the public;
|
•
|
our compliance with legal and regulatory requirements;
|
•
|
the qualifications and independence of our independent registered public accountants ("Auditors");
|
•
|
the performance of our internal audit function and the Auditors; and
|
•
|
our systems of internal controls;
|
•
|
select and appoint the Auditors; and
|
•
|
review and approve audit and non-audit services to be performed by the Auditors.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Compensation Committee
|
•
|
assist the Board with its responsibilities relating to compensation of our executives;
|
•
|
develop an overall executive compensation philosophy, strategy and framework consistent with corporate objectives and stockholder interests;
|
•
|
design, recommend, administer and evaluate our executive compensation plans, policies and programs;
|
•
|
administer our incentive compensation and equity-based compensation plans;
|
•
|
review, determine and recommend to the Board (or the independent directors, as applicable) the compensation of the CEO and certain other senior officers;
|
•
|
review whether our compensation plans, policies and programs are competitive and consistent with our long-term strategy, corporate values and accepted legal practices; and
|
•
|
retain, terminate and approve the fees of any compensation consultants to assist the Compensation Committee with its duties.
|
•
|
Nominating & Corporate Governance Committee
|
•
|
assist the Board by identifying individuals qualified to become Board members and recommend director nominees for election by the stockholders or for appointment to fill vacancies;
|
•
|
recommend to the Board director nominees for each Committee of the Board;
|
•
|
review and determine the compensation of the non-employee directors of the Board;
|
•
|
advise the Board about appropriate composition of the Board and its Committees;
|
•
|
advise the Board about and recommend to the Board appropriate corporate governance practices and assist the Board in implementing those practices; and
|
•
|
oversee the annual evaluation of the Board and its Committees.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Strategy Committee
|
•
|
support our executive management in developing and overseeing our strategic initiatives;
|
•
|
provide management with guidance and oversight on strategy development and execution; and
|
•
|
act as an advisor to the Board and management on strategy-related issues and direction.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
the nature of the related person's interest in the transaction;
|
•
|
the material terms of the transaction;
|
•
|
whether such transaction might affect the independent status of a director under NYSE independence standards;
|
•
|
the importance of the transaction to the related person and to us; and
|
•
|
whether the transaction could impair the judgment of a director or executive officer to act in the best interest of our Company.
|
•
|
Initial Equity Grant. Each newly appointed non-employee director is permitted to receive a grant, pursuant to our 2013 Long-Term Incentive Plan ("2013 Plan"), of a number of unrestricted shares of Common Stock having a valuation equal to approximately $90,000, priced at the per share closing price of the Common Stock as of the effective date of the director's appointment or election ("Initial Equity Grant"); provided, that if a director is appointed or elected on or about the date of an Annual Equity Grant (defined below), the director generally receives the Annual Equity Grant in lieu of an Initial Equity Grant. There were no Initial Equity Grants in 2019.
|
•
|
Annual Equity Grant. Each year, at the Board's first regularly scheduled meeting, each non-employee director is typically granted shares of Common Stock (or a pro-rated amount for any director not expected to serve past that year's annual meeting of stockholders). For 2019, the valuation of the Common Stock grant was equal to approximately $180,000 ($280,000 in the case of the Chairman of the Board), based upon the per share closing price of the Common Stock as of the date of such Board meeting ("Annual Equity Grant").
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Retainers. Each non-employee director received an annual retainer of $85,000 for 2019 paid quarterly ("Board Retainer"). In addition, for 2019 (1) the chair of the Audit Committee received an additional annual amount of $25,000 paid quarterly, the chair of the Compensation Committee received an additional annual amount of $20,000 paid quarterly, and the chairs of the NCG Committee and Strategy Committee each received an additional annual amount of $10,000 paid quarterly (collectively, "Committee Chair Retainer"), (2) each member of the Audit Committee, other than the chair of the Audit Committee, received an additional annual amount of $15,000 paid quarterly ("Audit Committee Member Retainer") and (3) each member of the Compensation Committee, other than the chair of the Compensation Committee, received an additional annual amount of $10,000 paid quarterly ("Compensation Committee Member Retainer").
|
•
|
Other Compensation. Each non-employee director is eligible to participate, at such director's election, in our medical (including vision) and dental plans.
|
•
|
Expense Reimbursement and Continuing Education. In addition to the foregoing, non-employee directors are reimbursed for reasonable expenses (1) incidental to service on the Board and (2) related to continuing education activities regarding corporate governance, director roles and responsibilities and other matters relating to director duties.
|
|
Fees Earned or Paid in Cash
|
|
|
|
|
|
|
|||||||
|
Board Retainer
($)(a) |
|
Committee
Chair
Retainer
($)(b) |
|
Audit Committee Member Retainer
($)(c)
|
|
Compensation Committee Member Retainer ($)(d)
|
Total
Cash
($)(e)
|
|
Stock Awards
($)(f)
|
|
All Other Compensation ($)(g)
|
|
Total Director Compensation
($)(h)
|
P. Robert Bartolo
|
85,000
|
|
25,000
|
|
—
|
|
10,000
|
120,000
|
|
179,995
|
|
21,545
|
|
321,540
|
Cindy Christy
|
85,000
|
|
20,000
|
|
—
|
|
—
|
105,000
|
|
179,995
|
|
—
|
|
284,995
|
Ari Q. Fitzgerald
|
85,000
|
|
10,000
|
|
—
|
|
10,000
|
105,000
|
|
179,995
|
|
—
|
|
284,995
|
Robert E. Garrison II
|
85,000
|
|
—
|
|
15,000
|
|
10,000
|
110,000
|
|
179,995
|
|
12,767
|
|
302,762
|
Andrea J. Goldsmith
|
85,000
|
|
—
|
|
—
|
|
—
|
85,000
|
|
179,995
|
|
—
|
|
264,995
|
Lee W. Hogan
|
85,000
|
|
—
|
|
15,000
|
|
10,000
|
110,000
|
|
179,995
|
|
—
|
|
289,995
|
Edward C. Hutcheson, Jr.
|
85,000
|
|
—
|
|
—
|
|
—
|
85,000
|
|
179,995
|
|
12,767
|
|
277,762
|
J. Landis Martin
|
85,000
|
|
—
|
|
—
|
|
—
|
85,000
|
|
279,899
|
|
—
|
|
364,899
|
Robert F. McKenzie
|
85,000
|
|
—
|
|
15,000
|
|
—
|
100,000
|
|
179,995
|
|
12,767
|
|
292,762
|
Anthony J. Melone
|
85,000
|
|
10,000
|
|
—
|
|
—
|
95,000
|
|
179,995
|
|
12,767
|
|
287,762
|
W. Benjamin Moreland
|
85,000
|
|
—
|
|
—
|
|
—
|
85,000
|
|
179,995
|
|
21,545
|
|
286,540
|
|
(a)
|
Represents the Board Retainer earned by the non-employee directors in 2019.
|
(b)
|
Represents the Committee Chair Retainer earned by each Committee chair in 2019.
|
(c)
|
Represents the Audit Committee Member Retainer earned by members of the Audit Committee, other than the chair of the Audit Committee, in 2019.
|
(d)
|
Represents the Compensation Committee Member Retainer earned by members of the Compensation Committee, other than the chair of the Compensation Committee, in 2019.
|
(e)
|
Equal to the sum of the Board Retainer, Committee Chair Retainer, Audit Committee Member Retainer and Compensation Committee Member Retainer earned by the non-employee directors in 2019.
|
(f)
|
Represents shares of unrestricted Common Stock granted to the non-employee directors in 2019. The amounts shown are approximately equal to the number of shares granted as the 2019 Annual Equity Grant (2,345 shares for Mr. Martin and 1,508 shares for each other non-employee director) multiplied by $119.36, which was the closing price per share of Common Stock on February 21, 2019, the date such grants were approved by the Board.
|
(g)
|
Represents the portion of the medical (including vision) and dental premiums paid by us for the non-employee directors in 2019. The director also pays a portion of the medical (including vision) and dental premiums.
|
(h)
|
Equal to the sum of Total Cash, Stock Awards and All Other Compensation for the non-employee directors in 2019.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
Name
|
|
Age
|
|
Position(a)
|
Jay A. Brown
|
|
47
|
|
President and Chief Executive Officer
|
Daniel K. Schlanger
|
|
46
|
|
Senior Vice President and Chief Financial Officer
|
James D. Young
|
|
58
|
|
Senior Vice President and Chief Operating Officer—Fiber
|
Robert C. Ackerman
|
|
67
|
|
Senior Vice President and Chief Operating Officer—Towers and Small Cells
|
Kenneth J. Simon
|
|
59
|
|
Senior Vice President and General Counsel
|
Michael J. Kavanagh
|
|
51
|
|
Senior Vice President—Chief Commercial Officer
|
Philip M. Kelley
|
|
47
|
|
Senior Vice President—Corporate Development and Strategy
|
|
(a)
|
Effective on or about April 1, 2020, all of the Senior Vice President titles will change to Executive Vice President. Additionally, Mr. Ackerman's title will change to Executive Vice President and Chief Operating Officer—Towers.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
|
|
Shares Beneficially Owned
|
|||
Executive Officers and Directors(a)
|
|
Number(b)
|
|
|
Percent (%)(c)
|
Robert C. Ackerman
|
|
18,009
|
(d)
|
|
*
|
P. Robert Bartolo
|
|
29,814
|
|
|
*
|
Jay A. Brown
|
|
268,855
|
(e)
|
|
*
|
Cindy Christy
|
|
28,009
|
|
|
*
|
Ari Q. Fitzgerald
|
|
29,539
|
(f)
|
|
*
|
Robert E. Garrison II
|
|
27,685
|
(g)
|
|
*
|
Andrea J. Goldsmith
|
|
4,054
|
(h)
|
|
*
|
Lee W. Hogan
|
|
52,134
|
|
|
*
|
Edward C. Hutcheson, Jr.
|
|
62,222
|
(i)
|
|
*
|
J. Landis Martin
|
|
165,193
|
(j)
|
|
*
|
Robert F. McKenzie
|
|
32,912
|
(k)
|
|
*
|
Anthony J. Melone
|
|
15,744
|
|
|
*
|
W. Benjamin Moreland
|
|
719,376
|
(l)
|
|
*
|
Daniel K. Schlanger
|
|
61,896
|
|
|
*
|
Kenneth J. Simon
|
|
59,127
|
(m)
|
|
*
|
James D. Young
|
|
205,566
|
|
|
*
|
Directors and executive officers as a group (18 persons total)
|
|
1,965,930
|
|
|
*
|
|
(a)
|
Unless otherwise indicated, each of the persons listed in this table may be deemed to have (1) sole voting and investment power with respect to the shares beneficially owned by such persons or (2) shared voting and investment power with respect to shares owned by a spouse.
|
(b)
|
In addition to the shares shown in the table, each of the executive officers holds RSUs which have been granted pursuant to our 2013 Plan as a component of executive compensation, as further described in "VIII. Executive Compensation—Compensation Discussion and Analysis—Long-Term Incentives." None of such RSUs are scheduled to vest pursuant to their terms within 60 days after March 27, 2020.
|
(c)
|
Pursuant to SEC rules, Common Stock percentages are based on the number of outstanding shares of Common Stock as of March 27, 2020.
|
(d)
|
Includes an aggregate of 796 shares of Common Stock held by Mr. Ackerman as custodian for his children under the Uniform Transfers to Minors Act ("UTMA"), with respect to which Mr. Ackerman has sole voting and investment power. Mr. Ackerman disclaims beneficial ownership of such shares.
|
(e)
|
Includes (1) 87,778 shares of Common Stock held in a brokerage account (together with other securities) pledged as collateral for a line of credit, and (2) 2,000 shares of Common Stock owned by Mr. Brown's spouse. Mr. Brown disclaims beneficial ownership of the shares held by his spouse.
|
(f)
|
All of such shares of Common Stock are held on behalf of Hogan Lovells. Mr. Fitzgerald has sole voting and shared investment power with respect to all such shares but has no other interest in such shares except to the extent of his pecuniary interest in Hogan Lovells.
|
(g)
|
Includes 2,000 shares of Common Stock owned by Mr. Garrison's spouse. Mr. Garrison disclaims beneficial ownership of such shares. Mr. Garrison's shares are held in a margin account (together with other securities) with no extension of credit outstanding as of March 27, 2020.
|
(h)
|
Consists of (1) 4,036 shares of Common Stock over which Ms. Goldsmith has sole voting and investment power and (2) 18 shares of Common Stock over which Ms. Goldsmith has shared voting and investment power.
|
(i)
|
Includes 5,450 shares of Common Stock owned by Mr. Hutcheson's spouse. Mr. Hutcheson disclaims beneficial ownership of such shares.
|
(j)
|
Includes (1) 4,000 shares of Common Stock owned by Mr. Martin's spouse, (2) 1,400 shares (“Trust Shares”) held in trusts (of which Mr. Martin is the sole trustee) for the benefit of Mr. Martin's children ("Children’s Trusts"), (3) 400 shares (“UTMA Shares”) held by Mr. Martin as custodian for his grandchildren under the UTMA, and (4) 4,000 shares (“Enterprise Shares”) held by Martin Enterprises LLC, of which (a) Mr. Martin is the sole manager and (b) Mr. Martin and certain Children’s Trusts are the sole members. Mr. Martin has sole voting and investment power over the Trust Shares, the UTMA Shares and the Enterprise Shares, and disclaims beneficial ownership of the Trust Shares and the UTMA Shares.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
(k)
|
Includes an aggregate of 100 shares of Common Stock held by Mr. McKenzie as custodian for his grandchildren under the UTMA, with respect to which Mr. McKenzie has sole voting and investment power. Mr. McKenzie disclaims beneficial ownership of such shares.
|
(l)
|
All of Mr. Moreland's shares of Common Stock are pledged as collateral for a line of credit.
|
(m)
|
Includes 113 shares of Common Stock owned by Mr. Simon's spouse. Mr. Simon disclaims beneficial ownership of such shares.
|
|
|
Shares Beneficially Owned
|
||
Beneficial Owner
|
|
Number
|
|
Percent (a)
|
The Vanguard Group (b)
|
|
54,824,555
|
|
13.16%
|
100 Vanguard Blvd.
Malvern, PA 19355 |
|
|
|
|
|
|
|
|
|
BlackRock, Inc. (c)
|
|
30,067,690
|
|
7.21%
|
55 East 52nd Street
New York, NY 10055 |
|
|
|
|
|
|
|
|
|
Capital World Investors (d)
|
|
21,063,952
|
|
5.05%
|
333 South Hope Street
Los Angeles, CA 90071 |
|
|
|
|
|
|
|
|
|
|
(a)
|
Pursuant to SEC rules, Common Stock percentages shown are based on the number of outstanding shares of Common Stock as of March 27, 2020.
|
(b)
|
Based on a Schedule 13G/A filed with the SEC on February 11, 2020, The Vanguard Group has sole voting power over 756,439 of such shares, shared voting power over 216,845 of such shares, sole dispositive power over 54,009,211 of such shares, and shared dispositive power over 815,344 of such shares of Common Stock. The Schedule 13G/A notes that (1) Vanguard Fiduciary Trust Company, a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 496,131 shares as a result of its serving as investment manager of collective trust accounts and (2) Vanguard Investments Australia, Ltd., a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 579,521 shares as a result of its serving as investment manager of Australian investment offerings.
|
(c)
|
Based on a Schedule 13G/A filed with the SEC on February 10, 2020, BlackRock, Inc. has sole voting power over 26,636,738 of such shares of Common Stock and sole dispositive power over 30,067,690 of such shares of Common Stock.
|
(d)
|
Based on a Schedule 13G filed with the SEC on February 14, 2020, Capital World Investors has sole voting power and sole dispositive power over all 21,063,952 of such shares of Common Stock. The Schedule 13G notes that Capital Research and Management Company and Capital International Limited collectively provide investment management services under the name Capital World Investors. The Schedule 13G further notes that shares reported include shares of 6.875% Mandatory Convertible Preferred Stock, Series A, which are convertible into shares of Common Stock.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
The Committee consists of independent directors and regularly meets in executive session without management present.
|
•
|
The Committee has engaged an independent Compensation Consultant and annually assesses the Compensation Consultant's performance.
|
•
|
The Committee reviews each executive's annual and historical compensation prior to making compensation decisions.
|
•
|
We mitigate potential risks associated with compensation through the use of caps on potential incentive payments, stock ownership and retention guidelines, and multiple performance metrics.
|
•
|
We do not enter into employment agreements with executives.
|
•
|
We enter into severance agreements with executives which, in the case of a change in control, require both a qualified change in control and termination of employment for severance and other benefits to be paid.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
The Committee has approved a policy not to enter into any agreement providing for an Excise Tax Payment (defined below), and Excise Tax Payment provisions are not present in any agreement with any executive.
|
•
|
We have adopted stock ownership and retention guidelines which provide that our executives establish and maintain ownership of shares of our Common Stock with a value equal to or greater than established multiples of base salary.
|
•
|
We have adopted a recoupment policy which provides that, in the event of a financial restatement or a determination by the Board that misconduct by an NEO caused financial or reputational harm to the Company, the Compensation Committee will review the circumstances and make recommendations to the Board as to whether recoupment should be pursued.
|
•
|
We offer no perquisites or health and welfare benefits to executives other than those that are offered to all of our employees.
|
•
|
We target total direct compensation levels for executives at approximately the 50th percentile of market.
|
•
|
Our insider trading policy includes anti-hedging provisions. For more information about our anti-hedging policy, see "—Other Matters—Anti-Hedging Policy" in this CD&A.
|
•
|
Compensation:
|
•
|
base salary
|
•
|
short-term incentives
|
•
|
long-term incentives
|
•
|
Health and welfare benefits:
|
•
|
401(k) Plan
|
•
|
medical, dental and vision benefits
|
•
|
life insurance benefits
|
•
|
paid time off
|
•
|
Learning and development:
|
•
|
training
|
•
|
performance management
|
•
|
career development
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
provide a fair and competitive mix of compensation opportunities to attract, motivate and retain qualified, skilled and high-performing executives necessary for our long-term success;
|
•
|
reward our executives by utilizing a "pay-for-performance" approach to compensation, the goal of which is to create meaningful links between financial performance and the level of the executive's compensation;
|
•
|
motivate executives to make sound business decisions that improve stockholder value and reward such decisions;
|
•
|
balance the components of compensation so that the accomplishment of short-term and long-term operating and strategic objectives is encouraged and recognized;
|
•
|
encourage achievement of objectives by our executives within a team environment; and
|
•
|
foster an equity ownership culture that aligns our executives' long-term interests with those of our stockholders.
|
•
|
General Industry Market Data. For certain executive positions, general industry market data from third-party proprietary compensation surveys, as analyzed by the Compensation Consultant, is reviewed by the Committee. This market data provides information regarding elements and levels of executive compensation relating to general industry companies that have participated in the surveys. The Committee utilizes this data since we do not recruit executives exclusively from the communications infrastructure, telecommunications and REIT industries (e.g., a financial executive with cross-industry skills may be recruited from another industry).
|
•
|
Peer Group Data. Each year the Committee considers public companies in the communications infrastructure, telecommunications and REIT industries of comparable size in terms of revenue, market capitalization and assets to comprise a peer group ("Peer Group") for which compensation data is obtained and reviewed by the Committee.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
base salary;
|
•
|
short-term incentive compensation;
|
•
|
long-term incentive compensation; and
|
•
|
other benefits, including retirement benefits, health and welfare benefits and severance benefits.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Mr. Brown's base salary was increased from $925,000 to $1,000,000.
|
•
|
Mr. Schlanger's base salary was increased from $535,500 to $570,000.
|
•
|
Mr. Young's base salary was increased from $594,600 to $612,500.
|
•
|
Mr. Ackerman's base salary was increased from $450,000 to $480,000.
|
•
|
Mr. Simon's base salary was increased from $557,000 to $573,800.
|
•
|
be performance-based;
|
•
|
promote a short-term perspective among executives to complement the long-term perspective promoted by the long-term incentive program, while avoiding excessive risk;
|
•
|
be competitive with the market;
|
•
|
motivate executives by providing the appropriate rewards for corporate performance based on our goals and objectives;
|
•
|
reinforce the importance of company-wide teamwork; and
|
•
|
link the financial measures with stockholder expectations.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
|
|
Percentage of Base Salary
|
||||||||
Name
|
Title
|
Minimum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
Jay A. Brown
|
President & CEO
|
0.0%
|
|
85.0%
|
|
170.0%
|
|
297.5%
|
|
212.0%
|
Daniel K. Schlanger
|
SVP & CFO
|
0.0%
|
|
50.0%
|
|
100.0%
|
|
175.0%
|
|
124.7%
|
James D. Young
|
SVP & COO—Fiber
|
0.0%
|
|
50.0%
|
|
100.0%
|
|
175.0%
|
|
124.7%
|
Robert C. Ackerman
|
SVP & COO—Towers & Small Cells
|
0.0%
|
|
50.0%
|
|
100.0%
|
|
175.0%
|
|
124.7%
|
Kenneth J. Simon
|
SVP & General Counsel
|
0.0%
|
|
50.0%
|
|
100.0%
|
|
175.0%
|
|
124.7%
|
•
|
Adjusted EBITDA
|
•
|
Adjusted Funds from Operations ("AFFO") per Share
|
|
|
Annual Incentive Financial Performance Zone (a)
|
|
Actual Multiple of Target (a)
|
||||||
Performance Metrics
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
|
|
Adjusted EBITDA ($ in millions)(b)
|
|
$3,257.20
|
|
$3,325.50
|
|
$3,553.30
|
|
$3,404.30
|
|
1.26
|
AFFO per Share(b)
|
|
$5.71
|
|
$5.85
|
|
$6.10
|
|
$5.93
|
|
1.23
|
|
(a)
|
As noted above, the 2019 Goals and results were determined based on the Pre-Restatement Accounting Practice.
|
(b)
|
See Appendix B for definition of this non-GAAP financial measure.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
A minimum financial performance level of 95% of budgeted Adjusted EBITDA must be achieved for any executive to be eligible for an Annual Incentive; and
|
•
|
The business units or departments for which the executives are responsible must receive an acceptable assessment of applicable internal control over financial reporting for the previously completed fiscal year, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 ("404 Assessment"). Receipt of a 404 Assessment with a material weakness may result in a reduction or elimination of the potential Annual Incentives for the responsible executives and potentially all of the executives. In connection with the 2019 Annual Incentives, the Committee determined, based on the facts and circumstances, that no reduction or elimination of the 2019 Annual Incentives as a result of a material weakness was warranted.
|
•
|
align a significant portion of our executives' compensation with the total return experienced by our stockholders;
|
•
|
provide a means for our executives to accumulate shares of Common Stock in order to foster an "ownership culture"; and
|
•
|
serve as a retention vehicle for our executives.
|
•
|
align executives with stockholders to maximize TSR;
|
•
|
balance "at risk" performance-based vesting with the stability of time-based vesting;
|
•
|
promote a long-term perspective among executives to complement the short-term perspective promoted by the Annual Incentives;
|
•
|
promote an ownership culture by facilitating the accumulation and retention of shares of Common Stock;
|
•
|
be efficient from a stockholder dilution perspective;
|
•
|
serve as a retention vehicle; and
|
•
|
provide stability to our overall compensation program.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Annual RSUs ("Annual RSUs") are generally awarded once per calendar year as part of delivering a competitive total compensation package to executives. The Annual RSUs granted to executives have generally been comprised of a combination of (1) Performance RSUs that vest upon the satisfaction of certain Common Stock performance criteria over a certain period of time along with a time vesting component and (2) Time RSUs vesting solely pursuant to a time-based vesting criteria. Annual RSUs granted to non-executive employees are typically Time RSUs.
|
•
|
New Hire RSUs ("New Hire RSUs") are Time RSUs awarded to certain newly hired executives based on the position and role into which they are hired.
|
•
|
Promotion RSUs ("Promotion RSUs") are Performance RSUs or Time RSUs awarded to certain executives in recognition of a promotion to a new position or role.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
With respect to the Relative TSR Performance RSUs granted in 2019, the number of units that may vest is based upon the Company's TSR performance ranking ("TSR Rank") relative to the companies included in the S&P 500 Index, with the target number of units being earned if the TSR Rank equals the 55th percentile of the S&P 500 Index. If the TSR Rank equals or exceeds the 90th percentile of the S&P 500 companies, 150% of the target number of units will be earned, and if the TSR Rank equals the 30th percentile of the S&P 500 companies, 50% of the target number of units will be earned. For TSR Rank outcomes (a) between the 30th and 55th percentiles of the S&P 500 companies or (b) between the 55th and 90th percentiles of the S&P 500 companies, the percentage of target units earned will be calculated via linear interpolation. Should the TSR Rank fall below the 30th percentile of the S&P 500 companies, no Relative TSR Performance RSUs will be earned, and all such awards will be forfeited.
|
•
|
With respect to the Absolute TSR Performance RSUs granted in 2019, the number of units that may vest is based upon the Company's Annualized TSR compared to pre-established hurdles, with the target number of units being earned if Annualized TSR equals 11.5%. If Annualized TSR equals or exceeds 16.5%, 150% of the target number of units will be earned, and if Annualized TSR equals 6.5%, 50% of the target number of units will be earned. For Annualized TSR outcomes (a) between 6.5% and 11.5% or (b) between 11.5% and 16.5%, the percentage of target units earned will be calculated via linear interpolation. Should Annualized TSR fall below 6.5%, no Absolute TSR Performance RSUs will be earned, and all such awards will be forfeited.
|
Relative TSR Performance RSUs
|
|
Absolute TSR Performance RSUs
|
||||||||
Performance Level
|
|
TSR Rank
|
|
Vesting
|
Performance Level
|
|
Annualized TSR
|
|
Vesting
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
90th percentile
|
|
150%
|
Maximum
|
|
16.5%
|
|
150%
|
|
Target
|
|
55th percentile
|
|
100%
|
Target
|
|
11.5%
|
|
100%
|
|
Threshold
|
|
30th percentile
|
|
50%
|
Threshold
|
|
6.5%
|
|
50%
|
|
Below Threshold
|
|
<30th percentile
|
|
0%
|
Below Threshold
|
|
<6.5%
|
|
0%
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
Name
|
|
Title
|
|
Multiple of Base
Salary(a)
|
Jay A. Brown
|
|
President & CEO
|
|
6X
|
Daniel K. Schlanger
|
|
SVP & CFO
|
|
3X
|
James D. Young
|
|
SVP & COO—Fiber
|
|
3X
|
Robert C. Ackerman
|
|
SVP & COO—Towers & Small Cells
|
|
3X
|
Kenneth J. Simon
|
|
SVP & General Counsel
|
|
3X
|
|
(a)
|
Represents the dollar value of Common Stock to be held, as determined pursuant to NYSE quotations.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
Name and Principal Position
|
|
Year
|
|
Salary
($)(a) |
|
Stock
Awards ($)(b) |
|
Non-Equity
Incentive Plan Compensation ($)(c) |
|
All Other
Compensation ($)(d) |
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay A. Brown
|
|
2019
|
|
985,577
|
|
9,465,217
|
|
2,119,541
|
|
50,508
|
|
12,620,843
|
President & CEO
|
|
2018
|
|
905,769
|
|
6,361,135
|
|
1,707,772
|
|
50,850
|
|
9,025,526
|
|
|
2017
|
|
805,770
|
|
6,721,941
|
|
1,693,430
|
|
51,475
|
|
9,272,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel K. Schlanger
|
|
2019
|
|
562,404
|
|
2,957,727
|
|
710,669
|
|
50,508
|
|
4,281,308
|
SVP & CFO
|
|
2018
|
|
527,519
|
|
2,167,442
|
|
612,144
|
|
50,850
|
|
3,357,955
|
|
|
2017
|
|
512,115
|
|
2,366,112
|
|
704,739
|
|
51,475
|
|
3,634,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James D. Young
|
|
2019
|
|
609,058
|
|
3,226,642
|
|
763,658
|
|
49,608
|
|
4,648,966
|
SVP & COO—Fiber
|
|
2018
|
|
591,263
|
|
3,015,585
|
|
686,109
|
|
42,672
|
|
4,335,629
|
|
|
2017
|
|
574,017
|
|
3,280,229
|
|
789,924
|
|
47,712
|
|
4,691,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Ackerman
|
|
2019
|
|
474,231
|
|
2,957,727
|
|
598,458
|
|
51,672
|
|
4,082,088
|
SVP & COO—Towers &
|
|
2018
|
|
450,000
|
|
2,167,442
|
|
519,256
|
|
42,665
|
|
3,179,363
|
Small Cells
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Simon
|
|
2019
|
|
570,569
|
|
2,473,795
|
|
715,407
|
|
49,045
|
|
3,808,816
|
SVP & General Counsel
|
|
2018
|
|
553,875
|
|
2,167,442
|
|
642,722
|
|
50,850
|
|
3,414,889
|
|
|
2017
|
|
535,798
|
|
2,419,827
|
|
739,977
|
|
51,475
|
|
3,747,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Represents the dollar value of base salary earned by the NEO during the applicable fiscal year, inclusive of annual increases approved in the first quarter of 2019.
|
(b)
|
Represents the aggregate grant date fair value of stock awards granted to each NEO in the applicable fiscal year, calculated in accordance with ASC 718. A description of the vesting parameters that are generally applicable to the RSUs granted in 2019 is provided above at "–CD&A–Elements of Executive Compensation and Benefits–Long-Term Incentives–RSUs" and below in the table and related footnotes at "–Grants of Plan-Based Awards in 2019" in this "VIII. Executive Compensation."
|
(c)
|
Represents the value of the Annual Incentives earned by the NEOs for meeting financial performance objectives in the applicable fiscal year under the applicable AIP. These Annual Incentives are paid in cash. Additional details regarding the range of the NEOs' 2019 Annual Incentive award opportunities are disclosed above at "–CD&A–Elements of Executive Compensation and Benefits–Short-Term Incentives" and below in the table and related footnotes at "–Grants of Plan-Based Awards in 2019" in this "VIII. Executive Compensation."
|
(d)
|
Represents the aggregate value of all other compensation for the applicable fiscal year not otherwise reported in any other column of the Summary Compensation Table. This amount includes matching contributions and profit sharing contributions made by us to the executives under the 401(k) Plan and the dollar value of the portion of the health and welfare benefits and insurance premiums paid by us for the NEO in the applicable fiscal year. Additional details regarding the amounts reported in this column are provided in the table below at "–All Other Compensation Table" and the footnotes thereto in this "VIII. Executive Compensation."
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
Name
|
|
Year
|
|
Registrant
Contributions to Defined Contribution Plans($)(a) |
|
Insurance
Premiums($)(b) |
|
All Other
Compensation($)(c) |
|
|
|
|
|
|
|
|
|
Jay A. Brown
|
|
2019
|
|
28,000
|
|
22,508
|
|
50,508
|
|
|
2018
|
|
27,500
|
|
23,350
|
|
50,850
|
|
|
2017
|
|
27,000
|
|
24,475
|
|
51,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel K. Schlanger
|
|
2019
|
|
28,000
|
|
22,508
|
|
50,508
|
|
|
2018
|
|
27,500
|
|
23,350
|
|
50,850
|
|
|
2017
|
|
27,000
|
|
24,475
|
|
51,475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James D. Young
|
|
2019
|
|
28,000
|
|
21,608
|
|
49,608
|
|
|
2018
|
|
27,500
|
|
15,172
|
|
42,672
|
|
|
2017
|
|
34,171
|
|
13,541
|
|
47,712
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Ackerman
|
|
2019
|
|
28,000
|
|
23,672
|
|
51,672
|
|
|
2018
|
|
27,500
|
|
15,165
|
|
42,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Simon
|
|
2019
|
|
28,000
|
|
21,045
|
|
49,045
|
|
|
2018
|
|
27,500
|
|
23,350
|
|
50,850
|
|
|
2017
|
|
27,000
|
|
24,475
|
|
51,475
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Represents our Base Match, Discretionary Match and Discretionary Contribution made to the NEOs under the 401(k) Plan relating to the applicable fiscal year. The 2017 amount for Mr. Young also includes corrective contributions made by us to his 401(k) Plan account with respect to prior plan years, as approved by the IRS.
|
(b)
|
Represents the portion of the NEO's health and welfare insurance premiums paid by us for the applicable fiscal year. The health and welfare benefits for which a portion of these premiums were paid included the following:
|
•
|
Medical, dental, and vision insurance
|
•
|
Basic life insurance
|
•
|
Short-term disability insurance
|
•
|
Long-term disability insurance
|
(c)
|
Represents the aggregate value of all other compensation elements for the applicable fiscal year, which is included above in the "All Other Compensation" column of the table under "–Summary Compensation Table" in this "VIII. Executive Compensation."
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
Name
|
Grant
Date |
|
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(a) |
|
Estimated Future Payouts
Under Equity Incentive Plan Awards(b) |
|
All Other Stock Awards (#)(c)
|
|
Grant Date Fair
Value of Stock
Awards($)(d)
|
||||||||
|
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay A. Brown
|
—
|
|
850,000
|
|
1,700,000
|
|
2,975,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/21/19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
25,804
|
|
3,079,965
|
|
2/21/19
|
(e)
|
—
|
|
—
|
|
—
|
|
13,809
|
|
27,618
|
|
41,427
|
|
—
|
|
3,060,627
|
|
2/21/19
|
(f)
|
—
|
|
—
|
|
—
|
|
24,521
|
|
49,043
|
|
73,564
|
|
—
|
|
3,234,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel K. Schlanger
|
—
|
|
285,000
|
|
570,000
|
|
997,500
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/21/19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,063
|
|
962,400
|
|
2/21/19
|
(e)
|
—
|
|
—
|
|
—
|
|
4,315
|
|
8,630
|
|
12,945
|
|
—
|
|
956,377
|
|
2/21/19
|
(f)
|
—
|
|
—
|
|
—
|
|
7,663
|
|
15,326
|
|
22,989
|
|
—
|
|
1,038,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James D. Young
|
—
|
|
306,250
|
|
612,500
|
|
1,071,875
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/21/19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,796
|
|
1,049,891
|
|
2/21/19
|
(e)
|
—
|
|
—
|
|
—
|
|
4,707
|
|
9,415
|
|
14,122
|
|
—
|
|
1,043,370
|
|
2/21/19
|
(f)
|
—
|
|
—
|
|
—
|
|
8,359
|
|
16,719
|
|
25,078
|
|
—
|
|
1,133,381
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Ackerman
|
—
|
|
240,000
|
|
480,000
|
|
840,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/21/19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
8,063
|
|
962,400
|
|
2/21/19
|
(e)
|
—
|
|
—
|
|
—
|
|
4,315
|
|
8,630
|
|
12,945
|
|
—
|
|
956,377
|
|
2/21/19
|
(f)
|
—
|
|
—
|
|
—
|
|
7,663
|
|
15,326
|
|
22,989
|
|
—
|
|
1,038,950
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Simon
|
—
|
|
286,900
|
|
573,800
|
|
1,004,150
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2/21/19
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,744
|
|
804,964
|
|
2/21/19
|
(e)
|
—
|
|
—
|
|
—
|
|
3,609
|
|
7,218
|
|
10,827
|
|
—
|
|
799,899
|
|
2/21/19
|
(f)
|
—
|
|
—
|
|
—
|
|
6,409
|
|
12,818
|
|
19,227
|
|
—
|
|
868,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Represents the estimated payouts that the NEOs could earn under the AIP as described in the CD&A above. The Annual Incentive opportunities for each NEO, calculated as a percentage of the NEO's base salary, are provided above in "–CD&A–Elements of Executive Compensation and Benefits–Short Term Incentives–Annual Incentive Opportunity." The actual Annual Incentives paid to each NEO under the AIP are disclosed above in the "Non-Equity Incentive Plan Compensation" column of the table at "–Summary Compensation Table" in this "VIII. Executive Compensation."
|
(b)
|
The grants listed for each NEO represents the Performance RSU component of the 2019 Annual RSUs. All such grants were made pursuant to the 2013 Plan. Details regarding vesting parameters generally applicable to these RSUs are provided above in "–CD&A–Elements of Executive Compensation and Benefits–Long-Term Incentives–RSUs" in this "VIII. Executive Compensation."
|
(c)
|
The grant listed for each NEO represents the Time RSU component of the 2019 Annual RSUs. All such grants were made pursuant to the 2013 Plan. Details regarding vesting parameters generally applicable to these RSUs are provided above in "–CD&A–Elements of Executive Compensation and Benefits–Long-Term Incentives–RSUs" in this "VIII. Executive Compensation."
|
(d)
|
Represents the grant date fair value of the RSUs granted to the NEOs in 2019 calculated in accordance with ASC 718, the aggregate of which is included above in the Stock Awards column of the table at "Summary Compensation Table" in this "VIII. Executive Compensation." Generally, the grant date fair value is the amount we would expense in our financial statements over the award's vesting schedule. For information on the valuation assumptions utilized for accounting purposes, see notes 3 and 13 to the consolidated financial statements in our 2019 Form 10-K.
|
(e)
|
The grant listed for each NEO represents the Relative TSR Performance RSUs.
|
(f)
|
The grant listed for each NEO represents the Absolute TSR Performance RSUs.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
|
|
|
|
Stock Awards
|
||||||
Name
|
|
Grant Date
|
|
Number of Shares
or Units of
Stock That Have
Not Vested
(#)(a) |
|
Market Value of
Shares or Units
of Stock That
Have Not Vested
($)(b)
|
|
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(c) |
|
Equity Incentive Awards:
Market or Payout Plan
Value of Unearned Shares, Units or Other
Rights that Have Not
Vested ($)(d) |
|
|
|
|
|
|
|
|
|
|
|
Jay A. Brown
|
|
2/16/2017
|
|
8,057
|
(e)
|
1,145,303
|
|
—
|
|
—
|
|
|
2/16/2017
|
|
—
|
|
—
|
|
85,815
|
(f)
|
12,198,602
|
|
|
2/21/2018
|
|
14,748
|
(e)
|
2,096,428
|
|
—
|
|
—
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
21,575
|
(g) (h)
|
3,066,886
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
42,911
|
(g) (i)
|
6,099,799
|
|
|
2/21/2019
|
|
25,804
|
(e)
|
3,668,039
|
|
—
|
|
—
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
27,618
|
(g) (h)
|
3,925,899
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
49,043
|
(g) (i)
|
6,971,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel K. Schlanger
|
|
2/16/2017
|
|
2,836
|
(e)
|
403,137
|
|
—
|
|
—
|
|
|
2/16/2017
|
|
—
|
|
—
|
|
30,207
|
(f)
|
4,293,925
|
|
|
2/21/2018
|
|
5,026
|
(e)
|
714,446
|
|
—
|
|
—
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
7,351
|
(g) (h)
|
1,044,945
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
14,621
|
(g) (i)
|
2,078,375
|
|
|
2/21/2019
|
|
8,063
|
(e)
|
1,146,155
|
|
—
|
|
—
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
8,630
|
(g) (h)
|
1,226,755
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
15,326
|
(g) (i)
|
2,178,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James D. Young
|
|
2/16/2017
|
|
3,932
|
(e)
|
558,934
|
|
—
|
|
—
|
|
|
2/16/2017
|
|
—
|
|
—
|
|
41,877
|
(f)
|
5,952,816
|
|
|
2/21/2018
|
|
6,992
|
(e)
|
993,913
|
|
—
|
|
—
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
10,228
|
(g) (h)
|
1,453,910
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
20,343
|
(g) (i)
|
2,891,757
|
|
|
2/21/2019
|
|
8,796
|
(e)
|
1,250,351
|
|
—
|
|
—
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
9,415
|
(g) (h)
|
1,338,342
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
16,719
|
(g) (i)
|
2,376,606
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Ackerman
|
|
2/16/2017
|
|
925
|
(e)
|
131,489
|
|
—
|
|
—
|
|
|
2/16/2017
|
|
—
|
|
—
|
|
9,851
|
(f)
|
1,400,320
|
|
|
9/5/2017
|
|
3,115
|
(j)
|
442,797
|
|
—
|
|
—
|
|
|
2/21/2018
|
|
5,026
|
(e)
|
714,446
|
|
—
|
|
—
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
7,351
|
(g) (h)
|
1,044,945
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
14,621
|
(g) (i)
|
2,078,375
|
|
|
2/21/2019
|
|
8,063
|
(e)
|
1,146,155
|
|
—
|
|
—
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
8,630
|
(g) (h)
|
1,226,755
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
15,326
|
(g) (i)
|
2,178,591
|
|
|
|
|
|
|
|
|
|
|
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
|
|
|
|
Stock Awards
|
||||||
Name
|
|
Grant Date
|
|
Number of Shares
or Units of
Stock That Have
Not Vested
(#)(a) |
|
Market Value of
Shares or Units
of Stock That
Have Not Vested
($)(b)
|
|
Equity Incentive
Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(c) |
|
Equity Incentive Awards:
Market or Payout Plan
Value of Unearned Shares, Units or Other
Rights that Have Not
Vested ($)(d) |
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Simon
|
|
2/16/2017
|
|
2,901
|
(e)
|
412,377
|
|
—
|
|
—
|
|
|
2/16/2017
|
|
—
|
|
—
|
|
30,893
|
(f)
|
4,391,440
|
|
|
2/21/2018
|
|
5,026
|
(e)
|
714,446
|
|
—
|
|
—
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
7,351
|
(g) (h)
|
1,044,945
|
|
|
2/21/2018
|
|
—
|
|
—
|
|
14,621
|
(g) (i)
|
2,078,375
|
|
|
2/21/2019
|
|
6,744
|
(e)
|
958,660
|
|
—
|
|
—
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
7,218
|
(g) (h)
|
1,026,039
|
|
|
2/21/2019
|
|
—
|
|
—
|
|
12,818
|
(g) (i)
|
1,822,079
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Represents the outstanding and unvested portion of certain Time RSU grants.
|
(b)
|
Represents the market value of the outstanding Time RSUs referenced in footnote (a) above that have not yet vested, based on the closing Common Stock price as of December 31, 2019 of $142.15 per share.
|
(c)
|
Represents the outstanding and unvested portion of certain Performance RSUs.
|
(d)
|
Represents the market value of the outstanding Performance RSUs referenced in footnote (c) above that have not yet vested, based on the closing Common Stock price as of December 31, 2019 of $142.15 per share.
|
(e)
|
Represents the outstanding and unvested Time RSU portion of the Annual RSUs granted to each of the NEOs.
|
(f)
|
Represents the outstanding and unvested Performance RSU portion of the Annual RSUs granted to each of the NEOs in 2017. The number of Performance RSUs indicated represents the maximum number of shares that may be earned pursuant to the 2017 Performance RSUs. The final rank of our Common Stock performance against the 2017 TSR Peer Group was at the approximate 88th percentile, which resulted in the vesting on February 19, 2020 of approximately 97.62% (or 193,913 shares in the aggregate for such NEOs) of the maximum amount of the 2017 Performance RSUs originally granted to each NEO; the remainder (or 4,730 shares in the aggregate for such NEOs) of the original grant was forfeited.
|
(g)
|
Represents the outstanding and unvested Performance RSU portion of the Annual RSUs granted to each of the NEOs in 2018 and 2019. The number of Performance RSUs indicated represents the target number of shares that may be earned pursuant to the 2018 Performance RSUs and the 2019 Performance RSUs, respectively. Details of the vesting parameters that are generally applicable to the 2018 Performance RSUs and the 2019 Performance RSUs are discussed above at "–CD&A–Elements of Executive Compensation and Benefits–Long-Term Incentives–RSUs" in this "VIII. Executive Compensation."
|
(h)
|
Represents the outstanding and unvested portion of Relative TSR Performance RSUs granted to each of the NEOs in 2018 and 2019.
|
(i)
|
Represents the outstanding and unvested portion of the Absolute TSR Performance RSUs granted to each of the NEOs in 2018 and 2019.
|
(j)
|
Represents the outstanding and unvested portion of Promotion RSUs granted to Mr. Ackerman in connection with his promotion to SVP and COO—Towers & Small Cells.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
|
|
Stock Awards (a)
|
||
Name
|
|
Number of Shares Acquired
on Vesting (#) |
|
Value Realized
on Vesting ($) |
Jay A. Brown
|
|
64,659
|
|
7,814,643
|
Daniel K. Schlanger
|
|
33,419
|
|
4,059,798
|
James D. Young
|
|
38,714
|
|
4,650,713
|
Robert C. Ackerman
|
|
14,328
|
|
1,811,342
|
Kenneth J. Simon
|
|
27,743
|
|
3,332,767
|
|
(a)
|
For Messrs. Brown, Schlanger, Young, Ackerman and Simon, the amounts shown include (1) 68.86% of the maximum number of units covered by the 2016 Performance RSU grant, which portion vested on February 19, 2019 upon the Committee's certification that the Company's TSR Rank for the three-year period ended on February 18, 2019 was at the approximate 57th percentile of the 2016 TSR Peer Group (39,054 units, 19,618 units, 27,486 units, 6,832 and 19,618 units, respectively), (2) 33.34% of the 2016 Time RSU grant, which portion vested during 2019 (5,401 units, 2,713 units, 3,801 units, 945 units and 2,713 units, respectively), (3) 33.33% of the 2017 Time RSU grant, which vested during 2019 (8,057 units, 2,836 units, 3,932 units, 925 units and 2,900 units, respectively), and (4) 33.33% of the 2018 Time RSU grant, which vested during 2019 (7,374 units, 2,512 units, 3,495 units, 2,512 units, and 2,512 units, respectively).
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
a lump sum severance payment equal to the sum of the officer's base salary and Annual Bonus. "Annual Bonus" is defined for purposes of each NEO's Severance Agreement as the target annual bonus for the calendar year in which the date of termination occurs;
|
•
|
a prorated cash amount equal to the officer's Annual Bonus for the year in which termination occurs when and if annual incentives for the year of termination are paid to other executive officers;
|
•
|
to the extent the annual incentive for the year prior to the year in which termination occurs has not been paid, a cash amount equal to the officer's prior year actual annual incentive when and if any annual incentives for the year prior to the date of termination are paid to our other executive officers;
|
•
|
continued coverage under specified health and welfare benefit programs for one year;
|
•
|
continued participation in the 401(k) Plan for the calendar year in which termination occurs, including our contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the 401(k) Plan or by applicable law); and
|
•
|
immediate vesting of all stock options and continued vesting of all Restricted Stock Awards (as defined in the Severance Agreements) (including RSUs)3 for two years after termination.
|
•
|
a lump sum severance payment equal to the sum of the officer's base salary and Annual Bonus multiplied by two;
|
•
|
a prorated cash amount equal to the officer's Annual Bonus for the year in which termination occurs when and if annual incentives for the year of termination are paid to other executive officers;
|
•
|
to the extent the annual incentive for the year prior to the year in which termination occurs has not been paid, a cash amount equal to the officer's prior year actual annual incentive when and if any annual incentives for the year prior to the date of termination are paid to our other executive officers;
|
•
|
continued coverage under specified health and welfare benefit programs for two years;
|
•
|
continued participation in the 401(k) Plan for the calendar year in which termination occurs, including our contributions based upon participation or matching (with payment of the after-tax economic equivalent if and to the extent such is not permitted under the 401(k) Plan or by applicable law); and
|
•
|
immediate vesting of any outstanding Restricted Stock Awards, RSUs and stock options held by the officer, provided that such immediate vesting only applies to Performance Awards (as defined in the Severance Agreements) with respect to the target shares or Target Level of performance, and the officer continues to vest as to any Performance Awards in excess of such target shares or Target Level of performance following the date of termination.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
Name
|
|
Termination Type(a)
|
|
Severance
Amount($)(b) |
|
Early or Continued
Vesting of RSUs($)(c) |
|
Other($)(d)
|
|
Alternative Total Employment Termination
Benefits($)(e)
|
|
|
|
|
|
|
|
|
|
|
|
Jay A. Brown
|
|
Qualifying Upon Change in Control
|
|
5,400,000
|
|
37,108,369
|
|
1,764,616
|
|
44,272,985
|
|
|
Qualifying
|
|
2,700,000
|
|
5,998,941
|
|
1,742,108
|
|
10,441,049
|
|
|
Non-Qualifying
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel K. Schlanger
|
|
Qualifying Upon Change in Control
|
|
2,280,000
|
|
12,333,358
|
|
634,616
|
|
15,247,974
|
|
|
Qualifying
|
|
1,140,000
|
|
1,986,869
|
|
612,108
|
|
3,738,977
|
|
|
Non-Qualifying
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James D. Young
|
|
Qualifying Upon Change in Control
|
|
2,450,000
|
|
15,730,682
|
|
675,316
|
|
18,855,998
|
|
|
Qualifying
|
|
1,225,000
|
|
2,525,254
|
|
653,708
|
|
4,403,962
|
|
|
Non-Qualifying
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Ackerman
|
|
Qualifying Upon Change in Control
|
|
1,920,000
|
|
10,411,792
|
|
546,944
|
|
12,878,736
|
|
|
Qualifying
|
|
960,000
|
|
2,167,450
|
|
523,272
|
|
3,650,722
|
|
|
Non-Qualifying
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Simon
|
|
Qualifying Upon Change in Control
|
|
2,295,200
|
|
11,645,524
|
|
635,490
|
|
14,576,214
|
|
|
Qualifying
|
|
1,147,600
|
|
1,867,967
|
|
614,445
|
|
3,630,012
|
|
|
Non-Qualifying
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Represents the various employment termination scenarios as defined in the NEO's Severance Agreements. Generally, each of the scenarios can be described as follows:
|
•
|
A "Qualifying Termination" occurs upon (1) our termination of the executive's employment with us for any reason other than for Cause (as defined in the Severance Agreements) or disability or death, or (2) the executive's termination of employment with us within 60 days of the occurrence of an event that constitutes Good Reason (as defined in the Severance Agreements).
|
•
|
A "Non-Qualifying Termination" occurs upon any termination of the executive's employment with us other than a Qualifying Termination.
|
•
|
A "Qualifying Termination Upon Change in Control" occurs upon a Qualifying Termination of the executive within two years following a Change in Control (as defined in the Severance Agreements).
|
(b)
|
Represents the lump sum severance payment equal to the sum of the NEO's base salary and Annual Bonus multiplied by two and one for a Qualifying Termination Upon Change in Control and Qualifying Termination, respectively.
|
(c)
|
Represents the value of outstanding and unvested RSUs as of December 31, 2019 (calculated as the number of RSUs multiplied by $142.15, the closing price per share of our Common Stock on December 31, 2019) for which the vesting would be accelerated or continued without future service or performance conditions (also includes accrued dividend equivalents that would be paid upon vesting of such RSUs). Upon a Qualifying Termination Upon Change in Control, any outstanding Restricted Stock Awards (as defined in the Severance Agreements), RSUs and stock options held by the NEO immediately vest, provided that such immediate vesting only applies to Performance Awards with respect to the target shares or Target Level of performance, and the officer may, subject to and contingent upon actual performance, continue to vest as to any Performance Awards in excess of such target shares or Target Level of performance following the date of termination. Upon a Qualifying Termination that does not occur during a Change in Control Period, any outstanding Restricted Stock Awards and RSUs will continue to vest, provided that (1) such continued vesting of Performance Awards will continue to be contingent on the satisfaction of the applicable performance criteria and (2) such continued vesting of Restricted Stock Awards and RSUs terminates upon the second anniversary of such Qualifying Termination.
|
(d)
|
Other termination benefits represent the following items:
|
•
|
A prorated cash amount equal to the officer's Annual Bonus for the year of termination. The payment of a cash amount equal to the NEO's prior year annual incentive when and if any annual incentives for the year prior to the date of termination are paid to our other executive officers is permitted under the Severance Agreements but would not apply under this scenario because termination is assumed to occur as of December 31, 2019, and any prior year actual annual incentives relating to 2018 would have already been paid.
|
•
|
An estimate of the premiums paid by us for continued coverage under specified health and welfare benefit programs.
|
•
|
An estimate of our 401(k) Plan matching and profit sharing contributions for continued participation in the 401(k) Plan for 2019, the year in which termination of employment is assumed to occur under this scenario. Assuming termination of employment occurs on December 31,
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
(e)
|
Represents an estimate of the total potential payments upon termination of employment that would be paid to or accrued for each NEO assuming the respective NEO's employment terminated as of December 31, 2019 under the scenarios set forth in the table.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
Year
|
|
CEO Annual Total Compensation
|
|
Median Employee Annual Total Compensation
|
|
Pay Ratio
|
2019
|
|
$12,620,843
|
|
$123,187
|
|
102:1
|
•
|
We determined that as of December 31, 2018 ("Determination Date"), our employee population, excluding our CEO, consisted of approximately 5,000 employees, including full-time employees, part-time employees and interns. No employees were excluded on the basis of geography.
|
•
|
For each employee, we calculated on a consistent basis (a) the base salary in effect as of the Determination Date, (b) the annual incentive paid with respect to fiscal year 2018, (c) commissions paid during fiscal year 2018 and (d) the grant date fair value of RSUs granted during fiscal year 2018 (calculated in accordance with ASC 718). For each employee, the sum of these components of compensation was then analyzed and sorted to identify the median employee.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
The Audit Committee has reviewed and discussed with the Company's management the audited financial statements as of and for the year ended December 31, 2019.
|
•
|
PwC represented that its presentations included the matters required to be discussed with the Audit Committee by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.
|
•
|
The Audit Committee has received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC's communications with the Audit Committee concerning independence, and has discussed with PwC its independence.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Based on its review of the Company's audited financial statements and the discussions with management and PwC referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the 2019 Form 10-K.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Certain Prior Relationships. More than three years have elapsed since:
|
a)
|
the Director was employed by the Company;
|
b)
|
a Family Member (defined below) was employed by the Company as an executive officer;
|
c)
|
the Director or a Family Member (in a professional capacity) was a partner with or employed by the Company’s internal or external auditor (“Auditor”) and personally worked on the Company’s audit; or
|
d)
|
a present executive officer of the Company served on the compensation committee of a company which employed at the same time the Director or a Family Member as an executive officer.
|
•
|
Current Employment. A Family Member is:
|
a)
|
employed by the Company in a non-officer position; or
|
b)
|
employed by, but is not a partner with, the Auditor and does not personally work on the Company’s audit.
|
•
|
Compensation. The Director or a Family Member has received less than $120,000 during any 12-month period in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
|
•
|
Business Relationships. The Director or a Family Member is or was a partner, greater than 10% shareholder, director, officer or employee of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, is less than the greater of:
|
a)
|
$1 million, or
|
b)
|
two percent (2%) of such other company’s consolidated gross revenues.
|
•
|
Indebtedness. The Director or a Family Member is a partner, greater than 10% shareholder, director, officer or employee of a company that is indebted to the Company or to which the Company is indebted, and the total amount of each company’s indebtedness to the other is less than two percent (2%) of the total consolidated assets of such other company.
|
•
|
Charitable Contributions. The Director or a Family Member is a trustee, fiduciary, director, officer or employee of a tax-exempt organization to which the Company contributes, and the Company’s contributions in any single fiscal year to that organization are less than the greater of:
|
a)
|
$500,000, or
|
b)
|
one percent (1%) of that organization’s total annual receipts.
|
•
|
Stock Ownership. The Director owns, directly or indirectly, a significant amount of Company stock (including securities convertible into Company stock).
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
•
|
Adjusted EBITDA is useful to investors or other interested parties in evaluating our financial performance. Adjusted EBITDA is the primary measure used by management (1) to evaluate the economic productivity of our operations and (2) for purposes of making decisions about allocating resources to, and assessing the performance of, our operations. Management believes that Adjusted EBITDA helps investors or other interested parties meaningfully evaluate and compare the results of our operations (1) from period to period and (2) to our competitors, by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation, amortization and accretion) from our financial results. Management also believes Adjusted EBITDA is frequently used by investors or other interested parties in the evaluation of the communications infrastructure sector and other REITs to measure financial performance without regard to items such as depreciation, amortization and accretion which can vary depending upon accounting methods and the book value of assets. In addition, Adjusted EBITDA is similar to the measure of current financial performance generally used in our debt covenant calculations. Adjusted EBITDA should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance.
|
•
|
AFFO, including per share amounts, is useful to investors or other interested parties in evaluating our financial performance. Management believes that AFFO helps investors or other interested parties meaningfully evaluate our financial performance as it includes (1) the impact of our capital structure (primarily interest expense on our outstanding debt and dividends on our preferred stock) and (2) sustaining capital expenditures, and excludes the impact of our (a) asset base (primarily depreciation, amortization and accretion) and (b) certain non-cash items, including straight-lined revenues and expenses related to fixed escalations and rent free periods. GAAP requires rental revenues and expenses related to leases that contain specified rental increases over the life of the lease to be recognized evenly over the life of the lease. In accordance with GAAP, if payment terms call for fixed escalations, or rent free periods, the revenue or expense is recognized on a straight-lined basis over the fixed, non-cancelable term of the contract. Management notes that Crown Castle uses AFFO only as a performance measure. AFFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flows from operations or as residual cash flow available for discretionary investment.
|
•
|
FFO is useful to investors or other interested parties in evaluating our financial performance. Management believes that FFO may be used by investors or other interested parties as a basis to compare our financial performance with that of other REITs. FFO helps investors or other interested parties meaningfully evaluate financial performance by excluding the impact of our asset base (primarily depreciation, amortization and accretion). FFO is not a key performance indicator used by Crown Castle. FFO should be considered only as a supplement to net income computed in accordance with GAAP as a measure of our performance and should not be considered as an alternative to cash flow from operations.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
|
|
For the Twelve Months Ended
|
||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
(in millions)
|
|
|
|
(As Restated)
|
||||
Net income (loss)
|
|
$
|
860
|
|
|
$
|
622
|
|
Adjustments to increase (decrease) net income (loss):
|
|
|
|
|
||||
Asset write-down charges
|
|
19
|
|
|
26
|
|
||
Acquisition and integration costs
|
|
13
|
|
|
27
|
|
||
Depreciation, amortization and accretion
|
|
1,572
|
|
|
1,527
|
|
||
Amortization of prepaid lease purchase price adjustments
|
|
20
|
|
|
20
|
|
||
Interest expense and amortization of deferred financing costs
|
|
683
|
|
|
642
|
|
||
(Gains) losses on retirement of long-term obligations
|
|
2
|
|
|
106
|
|
||
Interest income
|
|
(6
|
)
|
|
(5
|
)
|
||
Other (income) expense
|
|
(1
|
)
|
|
(1
|
)
|
||
(Benefit) provision for income taxes
|
|
21
|
|
|
19
|
|
||
Stock-based compensation expense
|
|
116
|
|
|
108
|
|
||
Adjusted EBITDA
|
|
$
|
3,299
|
|
|
$
|
3,091
|
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
|
|
For the Twelve Months Ended
|
||||||
(in millions)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
(As Restated)
|
|||||
Net income (loss)
|
|
$
|
860
|
|
|
$
|
622
|
|
Real estate related depreciation, amortization and accretion
|
|
1,517
|
|
|
1,471
|
|
||
Asset write-down charges
|
|
19
|
|
|
26
|
|
||
Dividends/distributions on preferred stock
|
|
(113
|
)
|
|
(113
|
)
|
||
FFO
|
|
$
|
2,283
|
|
|
$
|
2,005
|
|
|
|
|
|
|
||||
FFO (from above)
|
|
$
|
2,283
|
|
|
$
|
2,005
|
|
Adjustments to increase (decrease) FFO:
|
|
|
|
|
||||
Straight-lined revenue
|
|
(80
|
)
|
|
(72
|
)
|
||
Straight-lined expense
|
|
93
|
|
|
90
|
|
||
Stock-based compensation expense
|
|
116
|
|
|
108
|
|
||
Non-cash portion of tax provision
|
|
5
|
|
|
2
|
|
||
Non-real estate related depreciation, amortization and accretion
|
|
55
|
|
|
56
|
|
||
Amortization of non-cash interest expense
|
|
1
|
|
|
7
|
|
||
Other (income) expense
|
|
(1
|
)
|
|
(1
|
)
|
||
(Gains) losses on retirement of long-term obligations
|
|
2
|
|
|
106
|
|
||
Acquisition and integration costs
|
|
13
|
|
|
27
|
|
||
Sustaining capital expenditures
|
|
(117
|
)
|
|
(105
|
)
|
||
AFFO
|
|
$
|
2,371
|
|
|
$
|
2,224
|
|
Weighted-average common shares outstanding—diluted
|
|
418
|
|
|
415
|
|
||
AFFO per share
|
|
$
|
5.68
|
|
|
$
|
5.36
|
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
|
|
Crown Castle International Corp.
1220 Augusta Drive, Suite 600
Houston, TX 77057
|
Notice of
Annual Meeting of Stockholders
May 14, 2020
and Proxy Statement
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
2020 PROXY STATEMENT
|
1220 AUGUSTA DRIVE
SUITE 600
HOUSTON, TX 77057
|
|
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 on May 13, 2020. If you participate in the Crown Castle International Corp. 401(k) Plan, you must vote these shares no later than 11:59 P.M. Eastern Time on May 11, 2020. Have your proxy card in hand when you access the website 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 Crown Castle International Corp. 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 on May 13, 2020. If you participate in the Crown Castle International Corp. 401(k) Plan, you must vote these shares no later than 11:59 P.M. Eastern Time on May 11, 2020. 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.
|
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
DETACH AND RETURN THIS PORTION ONLY
|
|
CROWN CASTLE INTERNATIONAL CORP.
The Board of Directors recommends you vote FOR each of the nominees in Proposal 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1. Election of Directors
Nominees:
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
1a. P. Robert Bartolo
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
1b. Jay A. Brown
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
1c. Cindy Christy
|
|
¨
|
|
¨
|
|
¨
|
|
1j. Robert F. McKenzie
|
|
¨
|
|
¨
|
|
¨
|
|
1d. Ari Q. Fitzgerald
|
|
¨
|
|
¨
|
|
¨
|
|
1k. Anthony J. Melone
|
|
¨
|
|
¨
|
|
¨
|
|
1e. Robert E. Garrison II
|
|
¨
|
|
¨
|
|
¨
|
|
1l. W. Benjamin Moreland
|
|
¨
|
|
¨
|
|
¨
|
|
1f. Andrea J. Goldsmith
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
1g. Lee W. Hogan
|
|
¨
|
|
¨
|
|
¨
|
|
The Board of Directors recommends you vote FOR Proposals 2 and 3:
|
|
For
|
|
Against
|
|
Abstain
|
|
1h. Edward C. Hutcheson, Jr.
|
|
¨
|
|
¨
|
|
¨
|
|
2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal year 2020.
|
|
¨
|
|
¨
|
|
¨
|
|
1i. J. Landis Martin
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
3. The non-binding, advisory vote to approve the compensation of the Company's named executive officers.
|
|
¨
|
|
¨
|
|
¨
|
|
For address changes/comments, mark here. (see reverse for instructions)
|
|
|
|
|
|
¨
|
|
|
|
|
||||
|
Please indicate if you plan to attend this meeting.
|
|
¨
|
|
¨
|
|
|
|
NOTE: The undersigned also authorizes the named proxies to vote in their discretion upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
|
|
|
|
|
|
|
|
|
|
Yes
|
|
No
|
|
|
|
|
|
|
|
|
|
|
|
Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer.
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
|
|
|
Signature (Joint Owners)
|
Date
|
|
|
|
D00271-P37891-Z76678
|