Independent
Tenure on this board
12.3 yrs
Also a director at
Cable One Inc (CABO)
9 nominees · 3 ballot items.
Election of nine directors; ratification of PricewaterhouseCoopers LLP as independent auditors for 2026; and a non-binding, advisory "say-on-pay" vote to approve the compensation of the Company's named executive officers.
Election of nine director nominees to serve one-year terms until the next annual meeting.
Ratify the appointment of PricewaterhouseCoopers LLP as Crown Castle's independent registered public accountants for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding, advisory vote to approve the compensation of Crown Castle’s named executive officers as disclosed in the proxy materials. Management is seeking this advisory approval to confirm stockholder support for its executive compensation framework, which it says is designed to align executive pay with stockholder interests through a pay-for-performance philosophy combining short-term cash incentives and multi-year performance-based and time‑based equity awards. The proposal’s context includes significant leadership changes in 2025 (including a new CEO and CFO appointments), one-time make-whole and transformation awards tied to the pending Strategic Fiber Transaction, and recent adjustments to the LTI design to emphasize multi-year AFFO per share and ROIC with a TSR modifier. The Board and its Compensation and Human Capital Committee highlight governance features intended to mitigate risk and align incentives, including recoupment/clawback policies, stock ownership and retention guidelines, independent consultant input, and robust stockholder engagement. The advisory vote is non-binding legally, but the Board commits to consider the results and respond to meaningful levels of opposition; Crown Castle notes prior strong say‑on‑pay support historically (~93% approval in 2025). Key evaluation points for investors include whether the mix of make‑whole awards and Transformation RSUs related to the Strategic Fiber Transaction are appropriate, the degree to which performance metrics (cumulative AFFO/share, Average ROIC and relative TSR modifier) drive alignment, and how recent leadership transitions and retention awards affect pay‑for‑performance outcomes. The Board recommends a vote FOR, arguing that the compensation program attracts and retains executives, ties pay to pre‑established financial and TSR goals, and incorporates governance practices that respond to stockholder feedback. From a governance perspective, analysts should weigh the program’s emphasis on multi‑year profitability and capital discipline against the dilutive and retention costs of one‑time awards and whether structural safeguards (e.g., clawbacks, ownership guidelines, and performance-based vesting) are sufficient to align long‑term executive incentives with stockholder value creation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 9.2% | 40,364,357 | $3.3B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.5% | 37,293,267 | $3.0B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 28,329,966 | $2.3B |
| 4 | STATE STREET CORP | 5.2% | 22,811,761 | $1.9B |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 4.0% | 17,496,832 | $1.4B |
| 6 | BlackRock, Inc. | 3.7% | 16,268,150 | $1.3B |
| 7 | LAZARD ASSET MANAGEMENT LLC | 3.1% | 13,463,182 | $1.1B |
| 8 | BlackRock, Inc. | 3.1% | 13,405,092 | $1.1B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.7% | 11,939,625 | $967M |
| 10 | MORGAN STANLEY | 1.4% | 6,078,028 | $494M |
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