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Share Name | Share Symbol | Market | Type |
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Crown Castle Inc | NYSE:CCI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.46 | 1.46% | 101.50 | 101.4299 | 100.232 | 100.70 | 1,854,267 | 22:15:45 |
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¨
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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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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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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the election of 12 directors for a one-year term;
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the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants for fiscal year
2016
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a non-binding, advisory vote regarding the compensation of our named executive officers; and
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such other business as may properly come before the Annual Meeting.
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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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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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visit the website shown on your Proxy Materials Notice or the proxy card to submit a proxy via the Internet.
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Page
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I.
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Information About Voting
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II.
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Proposals
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1. Election of Directors
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2. Ratification of Appointment of Independent Registered Public Accountants
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3. Non-binding, Advisory Vote on the Compensation of Our Named Executive Officers
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III.
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Board of Directors
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Nominees for Director—For a Term Expiring in 2017
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IV.
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Information About the Board of Directors
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Board Leadership Structure
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Meetings
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Board Oversight of Risk
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Board Committees
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Board Independence
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Compensation Committee Interlocks and Insider Participation
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Certain Relationships and Related Transactions
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Board Compensation
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Director Compensation Table for 2015
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V.
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Executive Officers
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VI.
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Security Ownership
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Management Ownership
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Other Security Ownership
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VII.
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Executive Compensation
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Compensation Discussion and Analysis
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Compensation Committee 2015 Report
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Summary Compensation Table
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All Other Compensation Table
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Grants of Plan-Based Awards in 2015
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Outstanding Equity Awards at 2015 Fiscal Year-End
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Option Exercises and Stock Vested in 2015
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Potential Payments Upon Termination of Employment
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VIII.
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Audit Committee Matters
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Audit Committee 2015 Report
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IX.
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Other Matters
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Section 16(a) Beneficial Ownership Reporting Compliance
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Stockholder Recommendation of Director Candidates
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Stockholder Nominations and Proposals for 2017 Annual Meeting
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Expenses Relating to this Proxy Solicitation
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Available Information
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Householding of Proxy Materials
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Stockholder Communications
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Appendix A, Independence Categorical Standards
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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the election of 12 directors for a one-year term;
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the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accountants for fiscal year
2016
;
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a non-binding, advisory vote regarding the compensation of our named executive officers; and
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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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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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visit the website shown on your Proxy Materials Notice or the proxy card to submit a proxy via the Internet.
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CROWN CASTLE INTERNATIONAL CORP.
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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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FOR
the ratification of the appointment of PwC as our independent registered public accountants for fiscal year
2016
(Proposal 2); and
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FOR
the non-binding, advisory vote regarding the compensation of our named executive officers (Proposal 3).
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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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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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attending the Annual Meeting and voting in person (see “—How to Vote” above and “—Annual Meeting Admission” below in this “I. Information About Voting” regarding voting at the meeting if your shares are held in the name of a bank, broker or other nominee). 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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PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Services Provided
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2015
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2014
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Audit Fees (a)
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$
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2,320,298
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$
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1,914,000
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Audit-Related Fees (b)
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883,846
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14,000
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Tax Fees (c)
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229,713
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195,000
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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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3,443,857
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$
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2,123,000
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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
2015
were for services in connection with agreed upon procedures for a securitized debt offering and assistance with financial due diligence. Audit-related fees for
2014
were for services in connection with audits of employee benefit plans and fees for assistance with financial due diligence.
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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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PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Nominee
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Overview of Experience
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P. Robert Bartolo
Principal Occupation: Individual Investor
Age: 44
Director Since: 2014
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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 Mr. Bartolo brings to our Board include financial and investment expertise and experience, business analysis acumen, advanced financial literacy, and an understanding of our business and the wireless tower industry, including as a result of extensive experience investing in and analyzing companies in the telecommunications and related industries.
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Jay A. Brown
Principal Occupation: Senior Vice President ("SVP"), Chief Financial Officer ("CFO") and Treasurer of Crown Castle International Corp.
Age: 43
Director Since: Initial Nominee
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Mr. Brown was appointed our SVP, CFO and Treasurer effective July 2008. Mr. Brown was appointed our Treasurer in May 2004 and served as Vice President of Finance from August 2001 until his appointment as our CFO. Prior to that time and since joining the Company in August of 1999, Mr. Brown served in a number of positions in corporate development and corporate finance. On January 25, 2016, the Board approved a succession plan (“CEO Succession Plan”) for our Chief Executive Officer (“CEO”). Pursuant to the Succession Plan, effective June 1, 2016, Mr. Brown will become our President and CEO, and W. Benjamin Moreland, currently our President and CEO, will remain in an executive position as Executive Vice-Chairman ("EVC") of the Board.
Skills Mr. Brown brings to our Board include executive experience (including as our CFO), extensive knowledge and understanding of our business and the wireless tower industry, financial and transactional acumen, and strategic insight.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Cindy Christy
Principal Occupation: President and Chief Operating Officer (“COO”) of Asurion Corporation (“Asurion”)
Age: 50
Director Since: 2007
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Ms. Christy was appointed to the Board as a director in August 2007. Ms. Christy is currently President and COO of Asurion, having joined Asurion in January 2009 as President-Americas. Ms. Christy served as President, Americas Region for Alcatel-Lucent from January 2008 to September 2008. She also served as President of the North America Region of Alcatel-Lucent from December 2006 to December 2007. Prior to that time and since August 1988, 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. Ms. Christy serves on the board of directors of The Dun & Bradstreet Corporation, a publicly held company.
Skills Ms. Christy brings to our Board include 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
Principal Occupation: Partner with Hogan Lovells US LLP
Age: 53
Director Since: 2002
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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 Mr. Fitzgerald brings to our Board include extensive regulatory knowledge and experience (particularly with respect to the FCC, National Telecommunications and Information Administration (“NTIA”), 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 wireless industry.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Robert E. Garrison II
Principal Occupation: Individual Investor
Age: 74
Director Since: 2005
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Mr. Garrison was elected to the Board as a director in 2005. Mr. Garrison served as Chairman of the Executive Committee of Sanders Morris Harris Group (“SMHG”), a publicly owned 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; Somerset House Publishing; Gulf & Western Company, Inc.; NuPhysicia LLC; and JTS Capital Corp. He also serves on the board of directors of the Memorial Hermann Hospital System. Mr. Garrison has had prior service as a director of FirstCity Financial Corporation and SMHG, each a publicly traded company. Mr. Garrison has over 40 years’ experience in the securities industry and is a Chartered Financial Analyst.
Skills Mr. Garrison brings to our Board include 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 wireless tower industry, entrepreneurial experience, and public company corporate governance knowledge.
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Dale N. Hatfield
Principal Occupation: Independent Telecommunications Consultant
Age: 78
Director Since: 2001
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Mr. Hatfield was appointed to the Board as a director in July 2001. Mr. Hatfield is an independent telecommunications consultant. Mr. Hatfield was appointed as the founding Executive Director of the Broadband Internet Technical Advisory Group in late 2010 and retired from that position in the fall of 2012. Mr. Hatfield is also a Senior Fellow of the Silicon Flatirons Center for Law, Technology and Entrepreneurship and Adjunct Professor in the Interdisciplinary Telecommunications Program, both at the University of Colorado at Boulder. Prior to joining the University of Colorado in early 2001, Mr. Hatfield was the Chief of the Office of Engineering and Technology at the FCC, and, immediately before that, he was the FCC’s Chief Technologist. He retired from the FCC and government service in December 2000. Following his retirement from government service and while employed on a part-time basis at the University of Colorado, Mr. Hatfield has engaged in independent consulting activities for a range of companies in the telecommunications field. Before joining the FCC in December 1997, he was CEO of Hatfield Associates, Inc., a Boulder, Colorado based multidisciplinary telecommunications consulting firm. Prior to founding Hatfield Associates in 1982, Mr. Hatfield was Deputy Assistant Secretary of Commerce for Communications and Information and Deputy Administrator of the NTIA. Before moving to NTIA, Mr. Hatfield was Chief of the Office of Plans and Policy at the FCC.
Skills Mr. Hatfield brings to our Board include extensive and advanced know-how and understanding of telecommunications technologies and emerging related technological trends, experience with and a vast knowledge of government policy and regulatory trends (particularly with respect to the FCC and NTIA), a broad understanding of and insight into government affairs and activities, strategic direction, and an academic perspective.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Lee W. Hogan
Principal Occupation: Individual Investor
Age: 71
Director Since: 2001
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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 Mr. Hogan brings to our Board include extensive executive experience (including as a CEO), financial and transactional acumen, investment expertise, strategic insight, an understanding of our business and the wireless tower industry, and public company corporate governance knowledge.
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Edward C. Hutcheson, Jr.
Principal Occupation: Private Equity Investments/Consulting
Age: 70
Director Since: 1999 (with prior service as a director from 1995 to 1999)
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Mr. Hutcheson has served on the Board as a director from January 1995 until February 1999 and from July 1999 until 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 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, a publicly owned financial services company which merged to form Sanders Morris Harris Group. From 1987 through 1993, he served in senior management roles with Baroid Corporation, a publicly owned petroleum services company. 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 Mr. Hutcheson brings to our Board include relevant executive experience (including as a CEO), financial and transactional acumen, investment expertise, an understanding of our business and the wireless tower industry, and public company corporate governance knowledge.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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J. Landis Martin
Principal Occupation: Founder and Managing Director, Platte River Equity, LLC (private equity firm)
Age: 70
Director Since: 1999 (with prior service as a director from 1995 to 1998)
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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 the founder of the private equity firm Platte River Equity, LLC and has been a Managing Director since November 2005. Mr. Martin retired as Chairman and CEO of Titanium Metals Corporation, a publicly held integrated producer of titanium metals, where he served from January 1994 until November 2005. Mr. Martin served as President and CEO of NL Industries, Inc., a publicly held chemical manufacturer, from 1987 to 2003 and as a director from 1986 to 2003. Mr. Martin is also lead director of Halliburton Company, Apartment Investment Management Company and Intrepid Potash, Inc., each a publicly held company.
Skills Mr. Martin brings to our Board include 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 wireless tower industry, and public company corporate governance knowledge.
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Robert F. McKenzie
Principal Occupation: Individual Investor
Age: 72
Director Since: 1995
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Mr. McKenzie was elected to the Board as a director in 1995. Since 1995, Mr. McKenzie has helped establish and develop telecommunications and technology companies as an independent investor and director, including Vector ESP, Inc., an information technology services company implementing server-based computing applications; CO Space Inc., a computer server co-location facilities company; Velocom, Inc., a provider of wireless telephone and Internet services in Brazil; and Cordillera Communications Corporation, a mobile communications provider in the U.S., Peru, Ecuador and Chile. He currently serves on the board of directors of privately-held Mobile Pulse, Inc., a company that measures mobile network performance. 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.
Skills Mr. McKenzie brings to our Board include 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 wireless tower industry, and public company corporate governance.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Anthony J. Melone
Principal Occupation: Former EVP and Chief Technology Officer ("CTO") of Verizon Communications
Age: 55
Director Since: 2015
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Mr. Melone was appointed to the Board as a director on May 29, 2015. Mr. Melone has over 32 years 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 (Verizon Wireless accounted for approximately 21% of our 2015 consolidated revenues). Mr. Melone serves on the board of directors of ADTRAN, Inc., a publicly held company.
Skills Mr. Melone brings to our Board include 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 wireless industry, and extensive knowledge of our customers, including such customers’ anticipated priorities, goals and objectives.
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W. Benjamin Moreland
Principal Occupation: President and CEO of Crown Castle International Corp.
Age: 52
Director Since: 2006
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Mr. Moreland was appointed to the Board as a director in August 2006. Mr. Moreland was appointed our President and CEO effective July 2008. Prior to his appointment as President and CEO, Mr. Moreland served as our EVP and CFO from February 2004 to June 2008 and was 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 on the board of directors of Calpine Corp., a publicly held independent power producer, and PCIA—the Wireless Infrastructure Association, and also serves as a member of the executive board of NAREIT—National Association of Real Estate Investment Trusts. Pursuant to the CEO Succession Plan, effective June 1, 2016, Mr. Brown will become our CEO and President, and Mr. Moreland will remain in an executive position as EVC.
Skills Mr. Moreland brings to our Board include varied executive experience (including as our CFO, President and CEO), extensive knowledge and understanding of our business and the wireless tower industry, financial and transactional acumen, and strategic insight.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Audit Committee
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provide oversight of:
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our financial statements and accounting practices;
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the quality and integrity of the financial statements and other financial information we provide to any governmental body or the public;
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our compliance with legal and regulatory requirements;
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the qualifications and independence of our independent registered public accountants (“Auditors”);
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the performance of our internal audit function and the Auditors; and
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our systems of internal controls;
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select and appoint the Auditors; and
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review and approve audit and non-audit services to be performed by the Auditors.
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Compensation Committee
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assist the Board with its responsibilities relating to compensation of our executives;
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develop an overall executive compensation philosophy, strategy and framework consistent with corporate objectives and stockholder interests;
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design, recommend, administer and evaluate our executive compensation plans, policies and programs;
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administer our incentive compensation and equity-based compensation plans;
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review, determine and recommend to the Board (or the independent directors, as applicable) the compensation of the CEO and certain other senior officers;
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review whether our compensation plans, policies and programs are competitive and consistent with our long-term strategy, corporate values and accepted legal practices; and
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retain, terminate and approve the fees of any compensation consultants to assist the Compensation Committee with its duties.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Nominating & Corporate Governance Committee
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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;
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recommend to the Board director nominees for each Committee of the Board;
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review and determine the compensation of the directors of the Board;
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advise the Board about appropriate composition of the Board and its Committees;
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advise the Board about and recommend to the Board appropriate corporate governance practices and assist the Board in implementing those practices; and
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oversee the periodic (e.g., annual) evaluation of the Board and its Committees.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Strategy Committee
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support our executive management in developing and overseeing our strategic initiatives;
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provide management with guidance and oversight on strategy development and execution; and
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act as an advisor to the Board and management on strategy-related issues and direction.
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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the nature of the related person’s interest in the transaction;
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the material terms of the transaction;
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whether such transaction might affect the independent status of a director under NYSE independence standards;
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the importance of the transaction to the related person and to us; and
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whether the transaction could impair the judgment of a director or executive officer to act in the best interest of our Company.
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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. In 2015, Mr. Melone received an Initial Equity Grant of 1,104 shares (based upon the closing price of the Common Stock of $81.55 per share on May 29, 2015).
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Annual Equity Grant.
At the Board’s first regularly scheduled meeting of each year, each non-employee director is typically granted shares of Common Stock. For
2015
, the valuation of the Common Stock grant was equal to approximately
$125,000
(
$200,000
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”).
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Retainers.
Each non-employee director received an annual retainer of
$75,000
for
2015
paid quarterly (“Board Retainer”). In addition, for
2015
(1) the chair of the Audit Committee received an additional
$20,000
paid quarterly, the chair of the Compensation Committee received an additional
$15,000
paid quarterly, and the chairs of the NCG Committee and Strategy Committee each received an additional
$10,000
paid quarterly
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Other Compensation.
Each non-employee director is eligible to participate, at such director’s election, in our medical and dental plans.
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Expense Reimbursement and Continuing Education.
In addition to the foregoing, non-employee directors are reimbursed for reasonable expenses (1) incidental to service on the Board and (2) related to continuing education activities regarding corporate governance, director roles and responsibilities and other matters relating to director duties.
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Fees Earned or Paid in Cash
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|
|
|
|
|
|
|||||||||
|
Board Retainer
($)(a) |
|
Committee
Chair
Retainer
($)(b) |
|
Audit Committee Member Retainer ($)(c)
|
|
Total
Cash
($)(d)
|
|
Stock Awards($)(e)
|
|
All Other Compensation($)(f)
|
|
Total Director Compensation($)(g)
|
|||
P. Rob Bartolo
|
75,000
|
|
—
|
|
|
5,000
|
|
|
80,000
|
|
124,991
|
|
16,626
|
|
|
221,617
|
Cindy Christy
|
75,000
|
|
10,000
|
|
|
—
|
|
|
85,000
|
|
124,991
|
|
15,730
|
|
|
225,721
|
Ari Q. Fitzgerald
|
75,000
|
|
—
|
|
|
—
|
|
|
75,000
|
|
124,991
|
|
—
|
|
|
199,991
|
Robert E. Garrison II
|
75,000
|
|
20,000
|
|
|
—
|
|
|
95,000
|
|
124,991
|
|
14,179
|
|
|
234,170
|
Dale N. Hatfield
|
75,000
|
|
10,000
|
|
|
—
|
|
|
85,000
|
|
124,991
|
|
—
|
|
|
209,991
|
Lee W. Hogan
|
75,000
|
|
15,000
|
|
|
5,000
|
|
|
95,000
|
|
124,991
|
|
—
|
|
|
219,991
|
Edward C. Hutcheson, Jr.
|
75,000
|
|
—
|
|
|
—
|
|
|
75,000
|
|
124,991
|
|
13,696
|
|
|
213,687
|
John P. Kelly
|
75,000
|
|
—
|
|
|
—
|
|
|
75,000
|
|
124,991
|
|
14,179
|
|
|
214,170
|
J. Landis Martin
|
75,000
|
|
—
|
|
|
—
|
|
|
75,000
|
|
199,968
|
|
—
|
|
|
274,968
|
Robert F. McKenzie
|
75,000
|
|
—
|
|
|
5,000
|
|
|
80,000
|
|
124,991
|
|
14,179
|
|
|
219,170
|
Anthony J. Melone
|
56,250
|
|
—
|
|
|
—
|
|
|
56,250
|
|
90,031
|
|
—
|
|
|
146,281
|
(a)
|
Represents the Board Retainer earned by the non-employee directors in
2015
.
|
(b)
|
Represents the Committee Chair Retainer earned by each Committee chair in
2015
.
|
(c)
|
Represents the Audit Committee Member Retainer earned by members of the Audit Committee, other than the chair of the Audit Committee, in
2015
.
|
(d)
|
Equal to the sum of the Board Retainer, Committee Chair Retainer and Audit Committee Member Retainer earned by the non-employee directors in
2015
.
|
(e)
|
Represents shares of unrestricted Common Stock granted to the non-employee directors in
2015
. The amounts shown are approximately equal to the number of shares granted as the
2015
Annual Equity Grant (
2,283
shares for Mr. Martin and
1,427
shares for each other non-employee director (other than Mr. Melone, who was not serving at the time of the grant)) multiplied by
$87.59
, which was the closing price per share of Common Stock on
February 12, 2015
, the date such grants were approved by the Board. The amount for Mr. Melone represents an amount equal to 1,104 shares granted as his Initial Equity Grant multiplied by $81.55, which was the closing price per share of Common Stock on May 29, 2015.
|
(f)
|
Represents the portion of the medical and dental premiums paid by us for the non-employee directors in
2015
. The director also pays a portion of the medical and dental premiums.
|
(g)
|
Equal to the sum of Total Cash, Stock Awards and All Other Compensation for the non-employee directors in
2015
.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
Name
|
|
Age
|
|
Position
|
W. Benjamin Moreland
|
|
52
|
|
President and Chief Executive Officer
|
Jay A. Brown
|
|
43
|
|
Senior Vice President, Chief Financial Officer and Treasurer
|
James D. Young
|
|
54
|
|
Senior Vice President and Chief Operating Officer
|
Patrick Slowey
|
|
59
|
|
Senior Vice President and Chief Commercial Officer
|
Philip M. Kelley
|
|
43
|
|
Senior Vice President—Corporate Development and Strategy
|
Kenneth J. Simon
|
|
55
|
|
Senior Vice President and General Counsel
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
|
|
Shares Beneficially Owned
|
||||
Executive Officers and Directors(a)
|
|
Number(b)
|
|
|
Percent(c)
|
|
P. Robert Bartolo
|
|
24,066
|
|
|
|
* %
|
Jay A. Brown
|
|
155,256
|
|
(d)
|
|
*
|
Cindy Christy
|
|
21,361
|
|
|
|
*
|
Ari Q. Fitzgerald
|
|
27,186
|
|
(e)
|
|
*
|
Robert E. Garrison II
|
|
26,801
|
|
(f)
|
|
*
|
Dale N. Hatfield
|
|
26,494
|
|
(g)
|
|
*
|
E. Blake Hawk
|
|
311,604
|
|
(h)
|
|
*
|
Lee W. Hogan
|
|
46,386
|
|
|
|
*
|
Edward C. Hutcheson, Jr.
|
|
56,024
|
|
|
|
*
|
John P. Kelly
|
|
706,488
|
|
|
|
*
|
J. Landis Martin
|
|
70,518
|
|
|
|
*
|
Robert F. McKenzie
|
|
30,041
|
|
|
|
*
|
Anthony J. Melone
|
|
2,905
|
|
|
|
*
|
W. Benjamin Moreland
|
|
584,387
|
|
(i)
|
|
*
|
Patrick Slowey
|
|
64,554
|
|
(j)
|
|
*
|
James D. Young
|
|
152,325
|
|
|
|
*
|
Directors and executive officers as a group (18 persons total)
|
|
2,449,012
|
|
|
|
*
|
(a)
|
Unless otherwise indicated, each of the persons listed in this table may be deemed to have sole voting and investment power with respect to the shares beneficially owned by such persons.
|
(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 “VII. 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 28, 2016.
|
(c)
|
Pursuant to SEC rules, Common Stock percentages are based on the number of outstanding shares of Common Stock as of
March 28, 2016
.
|
(d)
|
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, with respect to which Mr. Brown may be deemed to have shared voting and investment power.
|
(e)
|
Represents
27,186
shares of Common Stock 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.
|
(f)
|
Includes
2,000
shares of Common Stock owned by Mr. Garrison’s spouse, with respect to which Mr. Garrison may be deemed to have shared voting and investment power. Mr. Garrison’s shares are held in a margin account (together with other securities) with no extension of credit outstanding as of
March 28, 2016
.
|
(g)
|
Includes
21,494
shares held in the Dale N. Hatfield Trust, a revocable trust of which Mr. Hatfield is the sole trustee and the sole beneficiary. Mr. Hatfield has sole voting and investment power with respect to such shares held by the Dale N. Hatfield Trust.
|
(h)
|
Mr. Hawk retired from the position of EVP and General Counsel on December 31, 2015, as further described in the footnotes to "VII. Executive Compensation—Summary Compensation Table."
|
(i)
|
Includes 100,000 shares of Common Stock held in a brokerage account (together with other securities) pledged as collateral for a line of credit.
|
(j)
|
Includes
618
shares held by Mr. Slowey’s daughter. Mr. Slowey disclaims beneficial ownership of the shares held by his daughter.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
|
|
Shares Beneficially Owned
|
|||
Beneficial Owner
|
|
Number
|
|
Percent(a)
|
|
Capital Research Global Investors (b)
|
|
37,074,436
|
|
|
11.11%
|
333 South Hope Street
Los Angeles, CA 90071 |
|
|
|
|
|
|
|
|
|
|
|
BlackRock, Inc. (c)
|
|
30,064,448
|
|
|
9.01%
|
55 East 52nd Street
New York, NY 10055 |
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group (d)
|
|
19,298,682
|
|
|
5.79%
|
100 Vanguard Blvd.
Malvern, PA 19355 |
|
|
|
|
(a)
|
Pursuant to SEC rules, Common Stock percentages shown are based on the number of outstanding shares of Common Stock as of
March 28, 2016
.
|
(b)
|
Based on an amendment to Schedule 13G filed with the SEC on February 16, 2016, Capital Research Global Investors (“CapRe”) has sole voting power and sole dispositive power over all
37,074,436
of such shares of Common Stock. The Schedule 13G notes that CapRe is deemed to be the beneficial owner of such shares as a result of Capital Research and Management Company (“CRMC”) acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. CapRe has advised us that CRMC manages equity assets for various investment companies through three divisions, CapRe, Capital International Investors and Capital World Investors. These divisions generally function separately from each other with respect to investment research activities, and they make investment decisions and proxy voting decisions for the investment companies on a separate basis.
|
(c)
|
Based on a Schedule 13G filed with the SEC on February 9, 2016, BlackRock, Inc. has sole voting power over 26,030,182 of such shares of Common Stock, sole dispositive power over 30,062,986 of such shares of Common Stock and shared voting power and shared dispositive power over 1,462 of such shares of Common Stock.
|
(d)
|
Based on an amendment to Schedule 13G filed with the SEC on February 10, 2016, The Vanguard Group reports sole voting power with respect to 654,869 of such shares, shared voting power with respect to 33,000 of such shares, sole dispositive power with respect to 18,637,731 of such shares, and shared dispositive power with respect to 660,951 of such shares of Common Stock. The Schedule 13G notes that (1) Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 523,051 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 269,718 shares as a result of its serving as investment manager of Australian investment offerings.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
The Compensation Committee (for purposes of this CD&A, “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.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
We mitigate potential risks associated with compensation through the use of caps on potential incentive payments, stock ownership guidelines, and multiple performance metrics.
|
•
|
We offer no employment agreements with executives.
|
•
|
We offer severance agreements with executives which, in the case of a change in control, require both a qualified change in control and termination of the executive for severance and other benefits to be paid.
|
•
|
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 were removed from all existing severance agreements in 2014.
|
•
|
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 50
th
percentile of market.
|
•
|
Our insider trading policy includes anti-hedging provisions.
|
•
|
Compensation:
|
•
|
base salary
|
•
|
short-term incentives
|
•
|
long-term incentives
|
•
|
Health and welfare benefits:
|
•
|
401(k) plan
|
•
|
medical, dental and vision benefits
|
•
|
life insurance benefits
|
•
|
vacation
|
•
|
Learning and development:
|
•
|
training
|
•
|
succession planning
|
•
|
performance management
|
•
|
career development
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
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 and operating performance, individual 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’ interests with those of our stockholders.
|
•
|
Peer Group Data
. Each year the Committee considers public companies in the wireless 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. The Peer Group companies used in the Competitive Market Analysis for gauging the elements of executives’
2015
compensation were:
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
American Tower Corporation
|
•
NetApp, Inc.
|
•
Boston Properties, Inc.
|
•
Prologis, Inc.
|
•
Equinix, Inc.
|
•
SBA Communications Corporation
|
•
F5 Networks, Inc.
|
•
Simon Property Group, Inc.
|
•
Frontier Communications Corporation
|
•
United States Cellular Corporation
|
•
General Growth Properties, Inc.
|
•
Ventas, Inc.
|
•
HCP, Inc.
|
•
Vornado Realty Trust
|
•
Juniper Networks, Inc.
|
•
Welltower, Inc. (formerly Health Care REIT, Inc.)
|
•
Lamar Advertising Company
|
•
Windstream Holdings, Inc.
|
•
|
General Industry Market Data
. General industry market data (sized appropriately using regression analysis) from a third-party proprietary compensation survey (Towers Watson), 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 telecommunications and REIT industries (e.g., a financial executive with cross-industry skills may be recruited from another industry).
|
•
|
base salary;
|
•
|
short-term incentive compensation;
|
•
|
long-term incentive compensation;
|
•
|
other benefits, including retirement benefits and health and welfare benefits; and
|
•
|
severance benefits.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
the performance of the executive, including such executive’s contribution, accountability and experience;
|
•
|
the executive’s existing base salary as compared to the Competitive Market Analysis; and
|
•
|
the annual cost of labor adjustment as provided in various proprietary surveys.
|
•
|
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 individual and corporate performance based on our goals and objectives;
|
•
|
focus business unit executives on maximizing results of their operating segments, while reinforcing the importance of company-wide teamwork;
|
•
|
link the financial measures with stockholder expectations; and
|
•
|
link the financial and non-financial measures with the individual performance of the executives.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
|
|
Percentage of Base Salary
|
||||||||
Name
|
Title
|
Minimum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
W. Benjamin Moreland
|
President & CEO
|
0.0%
|
|
75.0%
|
|
150.0%
|
|
262.50%
|
|
206.6%
|
Jay A. Brown
|
SVP, CFO & Treasurer
|
0.0%
|
|
50.0%
|
|
100.0%
|
|
175.00%
|
|
137.7%
|
James D. Young
|
SVP, COO
|
0.0%
|
|
50.0%
|
|
100.0%
|
|
175.00%
|
|
137.7%
|
E. Blake Hawk
|
Former EVP & General Counsel
|
0.0%
|
|
50.0%
|
|
100.0%
|
|
150.00%
|
|
129.3%
|
Patrick Slowey
|
SVP & CCO
|
0.0%
|
|
42.5%
|
|
85.0%
|
|
148.75%
|
|
131.4%
|
•
|
Corporate/Business Unit Performance Goals
. The
2015
corporate/business unit performance goals for our executive officers included the following:
|
•
|
Corporate Adjusted EBITDA
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
Corporate Adjusted Funds From Operations
(“AFFO”) per Share
|
•
|
Business Unit Net New Sales
|
|
|
|
|
Actual Multiple of Target
|
||||||||||||||||
|
|
Annual Incentive Financial Performance Zone
|
|
Operating Executive
|
|
Functional Executive
|
||||||||||||||
Corporate/Business Unit Performance Goals
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Actual
|
|
|||||||||||
Corporate Adjusted EBITDA ($ millions)
|
|
$
|
2,009.6
|
|
(a)
|
$
|
2,071.7
|
|
(a)
|
$
|
2,278.9
|
|
(a)
|
$
|
2,161.9
|
|
(b)
|
1.33
|
|
1.22
|
Corporate AFFO per Share
|
|
$
|
3.981
|
|
(a)
|
$
|
4.235
|
|
(a)
|
$
|
5.082
|
|
(a)
|
$
|
4.466
|
|
(b)
|
1.20
|
|
1.14
|
Business Unit Net New Sales ($ millions)
|
|
$
|
(22.3
|
)
|
|
$
|
(20.3
|
)
|
|
$
|
(18.3
|
)
|
|
$
|
5.9
|
|
|
1.75
|
|
—
|
(a)
|
Adjusted, as approved by the Committee, to reflect the sale of our Australian subsidiary in 2015 (“Australia Sale”) on a discontinued operations basis.
|
(b)
|
Reflects the contribution of our Australian subsidiary for the portion of 2015 during which we owned such Australian subsidiary.
|
•
|
Individual Performance Goals
. Individual performance goals are generally based on the key individual goals approved by the Committee pursuant to our current annual performance management system (our system for documenting and measuring the individual performance of our employees on an annual basis). These goals may include additional financial, operating or qualitative measures for a specific executive and are generally based on the prospective business environment considerations for the upcoming year. The individual performance assessments are based on how well the executive meets the goals established. The following categories are used to assess individual performance:
|
•
|
Exceeds Expectations
|
•
|
Meets Plus Expectations
|
•
|
Meets Expectations
|
•
|
Meets Most Expectations
|
•
|
Does Not Meet Expectations
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
(a)
|
For Mr. Moreland, the 2015 individual performance goals include (1) ensure balance sheet flexibility is maintained, while optimizing financial outcome for stockholders; (2) maintain succession plans; (3) assess strategic opportunities and communicate and make recommendations to the Board as appropriate; (4) ensure that we remain properly positioned to integrate new assets; and (5) maintain corporate branding. The Committee approved an “Exceeds Expectations” performance rating with respect to Mr. Moreland’s 2015 individual performance goals.
|
(b)
|
For Mr. Brown, the 2015 individual performance goals include (1) ensure timely and accurate compliance with respect to SEC financial reporting and debt reporting requirements; (2) ensure appropriate long-term flexibility of the balance sheet is maintained while optimizing financial outcomes for stockholders; (3) provide internal financial acumen training and development and quarterly reviews of financial results; (4) maintain succession plans; (5) ensure effective management of investor relations; and (6) seek to maximize outcomes regarding discretionary capital allocations. Mr. Moreland proposed and the Committee approved an “Exceeds Expectations” performance rating with respect to Mr. Brown’s 2015 individual performance goals.
|
(c)
|
For Mr. Young, the 2015 individual performance goals include (1) meet or exceed 2015 business plan budget; (2) maintain systems and processes to timely meet customer demand; (3) lead effective cross-functional operational relationships to continue to drive automation, consistency and efficiencies; and (4) maintain succession plans. Mr. Moreland proposed and the Committee approved an “Exceeds Expectations” performance rating with respect to Mr. Young’s 2015 individual performance goals.
|
(d)
|
For Mr. Hawk, the 2015 individual performance goals include (1) continue to ensure timely and accurate compliance with respect to taxes, corporate maintenance and governance, litigation, securitization, employment and regulatory reporting requirements; (2) continue mitigating tax, legal and regulatory exposure through enhanced planning; (3) provide timely and accurate tax, legal and regulatory support to internal customers; (4) maintain legal team structure with respect to acquisition integration, distributed antenna systems ("DAS") and other services; and (5) maintain succession plans. Mr. Moreland proposed and the Committee approved an “Exceeds Expectations” performance rating with respect to Mr. Hawk’s 2015 individual performance goals.
|
(e)
|
For Mr. Slowey, the 2015 individual performance goals include (1) identify and maximize tower leasing opportunities; (2) enhance internal relationships to identify and execute installation services, new tower builds, new DAS builds and rooftop opportunities; (3) develop and maintain strong customer relationships; (4) continue to refine and improve proprietary leasing demand forecasting model; and (5) maintain
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
Exceeds Expectations
: A corporate and business unit operating executive may earn an individual performance payout multiple of 146% to 175% of target, and a functional executive may earn an individual performance payout multiple of 131% to 150% of target.
|
•
|
Meets Plus Expectations
: A corporate and business unit operating executive may earn an individual performance payout multiple of 116% to 145% of target, and a functional executive may earn an individual performance payout multiple of 111% to 130% of target.
|
•
|
Meets Expectations
: A corporate and business unit operating executive may earn an individual performance payout multiple of 90% to 115% of target, and a functional executive may earn an individual performance payout multiple of 90% to 110%.
|
•
|
Meets Most Expectations
: An executive may earn an individual performance payout multiple of 50% to 89% of target.
|
•
|
Does Not Meet Expectations
: If an executive is rated “Does Not Meet Expectations,” such executive will not earn or be paid any Annual Incentive.
|
•
|
A minimum financial performance level of 95% of budgeted Corporate 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, significant deficiency or other material internal control issues may result in a reduction or elimination of Annual Incentives for the responsible executives and potentially all of the executives.
|
Name
|
|
Title
|
|
Corporate/Business Unit Performance Goals
|
|
Individual Performance Goals
|
|
Total
|
W. Benjamin Moreland
|
|
President & CEO
|
|
127%
|
|
170%
|
|
138%
|
Jay A. Brown
|
|
SVP, CFO & Treasurer
|
|
127%
|
|
170%
|
|
138%
|
James D. Young
|
|
SVP & COO
|
|
127%
|
|
170%
|
|
138%
|
E. Blake Hawk
|
|
Former EVP & General Counsel
|
|
119%
|
|
140%
|
|
129%
|
Patrick Slowey
|
|
SVP & CCO
|
|
151%
|
|
170%
|
|
155%
|
•
|
align a significant portion of our executives’ compensation with the relative total return experienced by our stockholders;
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
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.
|
•
|
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 Incentive awards;
|
•
|
promote an ownership culture by facilitating the accumulation and retention of shares of Common Stock;
|
•
|
align executives with stockholders to maximize total stockholder return;
|
•
|
be efficient from a tax and stockholder dilution perspective;
|
•
|
serve as a retention vehicle;
|
•
|
be cash-efficient by emphasizing the use of Common Stock; and
|
•
|
provide stability to our overall compensation program.
|
•
|
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
7
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.
|
|
PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
American Tower Corporation
|
•
Prologis, Inc.
|
•
AT&T Inc.
|
•
SBA Communications Corporation
|
•
Boston Properties, Inc.
|
•
Simon Property Group, Inc.
|
•
Equinix, Inc.
|
•
Sprint Corporation
|
•
F5 Networks, Inc.
|
•
T-Mobile US, Inc.
|
•
Frontier Communications Corporation
|
•
United States Cellular Corporation
|
•
General Growth Properties, Inc.
|
•
Ventas, Inc.
|
•
HCP, Inc.
|
•
Verizon Communications Inc.
|
•
Juniper Networks, Inc.
|
•
Vornado Realty Trust
|
•
Lamar Advertising Company
|
•
Welltower, Inc. (formerly Health Care REIT, Inc.)
|
•
NetApp, Inc.
|
•
Windstream Holdings, Inc.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
Executive
|
|
Title
|
|
Multiple of Base
Salary
(a)
|
W. Benjamin Moreland
|
|
President & CEO
|
|
6X
|
Jay A. Brown
|
|
SVP, CFO & Treasurer
|
|
3X
|
James D. Young
|
|
SVP & COO
|
|
3X
|
E. Blake Hawk
|
|
Former EVP & General Counsel
|
|
3X
|
Patrick Slowey
|
|
SVP & CCO
|
|
3X
|
(a)
|
Represents the dollar value of Common Stock to be held, as determined pursuant to NYSE quotations
.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
Name and Principal Position
|
|
Year
|
|
Salary
($)(a) |
|
Stock
Awards ($)(b) |
|
Non-Equity
Incentive Plan Compensation ($)(c) |
|
All Other
Compensation ($)(d) |
|
Total
($)
|
||||||||||
W. Benjamin Moreland
|
|
2015
|
|
$
|
978,141
|
|
|
$
|
6,927,030
|
|
|
$
|
2,031,897
|
|
|
$
|
44,256
|
|
|
$
|
9,981,324
|
|
President & CEO
|
|
2014
|
|
934,808
|
|
|
5,491,295
|
|
|
1,932,743
|
|
|
53,896
|
|
|
8,412,742
|
|
|||||
|
|
2013
|
|
825,192
|
|
|
4,887,493
|
|
|
1,643,653
|
|
|
32,771
|
|
|
7,389,109
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Jay A. Brown
|
|
2015
|
|
516,686
|
|
|
2,524,751
|
|
|
719,421
|
|
|
44,255
|
|
|
3,805,113
|
|
|||||
SVP, CFO & Treasurer
|
|
2014
|
|
489,874
|
|
|
2,093,690
|
|
|
664,665
|
|
|
53,975
|
|
|
3,302,204
|
|
|||||
|
|
2013
|
|
470,938
|
|
|
1,960,965
|
|
|
609,668
|
|
|
32,741
|
|
|
3,074,312
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
James D. Young
|
|
2015
|
|
514,130
|
|
|
2,512,333
|
|
|
715,881
|
|
|
36,296
|
|
|
3,778,640
|
|
|||||
SVP & COO
|
|
2014
|
|
487,392
|
|
|
2,083,128
|
|
|
661,298
|
|
|
45,954
|
|
|
3,277,772
|
|
|||||
|
|
2013
|
|
468,528
|
|
|
1,951,028
|
|
|
606,579
|
|
|
24,862
|
|
|
3,050,997
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
E. Blake Hawk
(e)
|
|
2015
|
|
475,658
|
|
|
2,066,982
|
|
|
621,908
|
|
|
41,784
|
|
|
3,206,332
|
|
|||||
Former EVP & General Counsel
|
|
2014
|
|
450,042
|
|
|
1,584,010
|
|
|
526,236
|
|
|
51,550
|
|
|
2,611,838
|
|
|||||
|
|
2013
|
|
434,133
|
|
|
1,318,190
|
|
|
474,800
|
|
|
30,330
|
|
|
2,257,453
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Patrick Slowey
|
|
2015
|
|
445,760
|
|
|
1,211,121
|
|
|
592,839
|
|
|
44,199
|
|
|
2,293,919
|
|
|||||
SVP & CCO
|
|
2014
|
|
416,347
|
|
|
1,058,472
|
|
|
512,359
|
|
|
53,897
|
|
|
2,041,075
|
|
|||||
|
|
2013
|
|
380,882
|
|
|
966,967
|
|
|
449,710
|
|
|
32,644
|
|
|
1,830,203
|
|
(a)
|
Represents the dollar value of base salary earned by the NEO during the applicable fiscal year. In the first quarter of
2015
, the NEOs received annual increases to their base salaries ranging from 3.0% to 6.5%. In the first quarter of
2014
, the NEOs received annual increases to their base salaries ranging from 3.0% to 12.4%. In the first quarter of
2013
, the NEOs received annual increases to their base salaries ranging from 6.6% to 17.9%.
|
(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
2015
is provided above at “–CD&A–Elements of Executive Compensation and Benefits–Long-Term Incentives–RSUs” in this “VII. Executive Compensation.”
|
(c)
|
Represents the value of the Annual Incentive awards earned by the NEOs for meeting financial performance and individual 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’
2015
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
2015
” in this “VII. 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 our matching contributions and profit sharing contributions 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 relating to the applicable fiscal year. Additional details regarding these amounts are provided in the table below at “–All Other Compensation Table” and the footnotes thereto in this “VII. Executive Compensation.”
|
(e)
|
Mr. Hawk retired from the position of EVP & General Counsel effective at the end of the day on December 31, 2015 ("Mr. Hawk's Retirement"). Following such retirement, Mr. Hawk remains an employee in an advisory capacity in order to assist us on various matters, including special projects and the transition of his successor, Mr. Simon.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
Name
|
|
Year
|
|
Registrant
Contributions to Defined Contribution Plans($)(a) |
|
Insurance
Premiums($)(b) |
|
All Other
Compensation($)(c) |
||||||
W. Benjamin Moreland
|
|
2015
|
|
$
|
26,500
|
|
|
$
|
17,756
|
|
|
$
|
44,256
|
|
|
|
2014
|
|
36,400
|
|
|
17,496
|
|
|
53,896
|
|
|||
|
|
2013
|
|
15,300
|
|
|
17,471
|
|
|
32,771
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Jay A. Brown
|
|
2015
|
|
26,500
|
|
|
17,755
|
|
|
44,255
|
|
|||
|
|
2014
|
|
36,400
|
|
|
17,575
|
|
|
53,975
|
|
|||
|
|
2013
|
|
15,300
|
|
|
17,441
|
|
|
32,741
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
James D. Young
|
|
2015
|
|
26,500
|
|
|
9,796
|
|
|
36,296
|
|
|||
|
|
2014
|
|
36,400
|
|
|
9,554
|
|
|
45,954
|
|
|||
|
|
2013
|
|
15,300
|
|
|
9,562
|
|
|
24,862
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
E. Blake Hawk
|
|
2015
|
|
26,500
|
|
|
15,284
|
|
|
41,784
|
|
|||
|
|
2014
|
|
36,400
|
|
|
15,150
|
|
|
51,550
|
|
|||
|
|
2013
|
|
15,300
|
|
|
15,030
|
|
|
30,330
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Patrick Slowey
|
|
2015
|
|
26,500
|
|
|
17,699
|
|
|
44,199
|
|
|||
|
|
2014
|
|
36,400
|
|
|
17,496
|
|
|
53,896
|
|
|||
|
|
2013
|
|
15,300
|
|
|
17,344
|
|
|
32,644
|
|
(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.
|
(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 and vision insurance
|
•
|
Dental 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 “VII. Executive Compensation.”
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
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
and Option Awards($)(d)
|
|||||||||||||||||||||
|
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|||||||||||||||||||
W. Benjamin Moreland
|
|
—
|
|
|
$
|
737,738
|
|
|
$
|
1,475,476
|
|
|
$
|
2,582,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,773
|
|
|
2,257,457
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,694
|
|
|
59,378
|
|
|
89,063
|
|
|
—
|
|
|
4,669,573
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Jay A. Brown
|
|
—
|
|
|
261,207
|
|
|
522,413
|
|
|
914,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,394
|
|
|
822,820
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,822
|
|
|
21,642
|
|
|
32,461
|
|
|
—
|
|
|
1,701,930
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
James D. Young
|
|
—
|
|
|
259,921
|
|
|
519,842
|
|
|
909,724
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,348
|
|
|
818,791
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,769
|
|
|
21,535
|
|
|
32,301
|
|
|
—
|
|
|
1,693,541
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
E. Blake Hawk
|
|
—
|
|
|
240,577
|
|
|
481,154
|
|
|
721,731
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,691
|
|
|
673,655
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,860
|
|
|
17,718
|
|
|
26,575
|
|
|
—
|
|
|
1,393,327
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Patrick Slowey
|
|
—
|
|
|
191,712
|
|
|
383,424
|
|
|
670,992
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,506
|
|
|
394,681
|
|
||||
|
|
2/12/15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,192
|
|
|
10,382
|
|
|
15,572
|
|
|
—
|
|
|
816,440
|
|
(a)
|
Represents the estimated payouts that the NEOs could earn under the
2015
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–AIP Award 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 “VII. Executive Compensation.”
|
(b)
|
The grant listed for each NEO represents the 2015 Performance RSUs granted in the first quarter of
2015
. 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 “VII. Executive Compensation.” The aggregate compensation cost calculated in accordance with ASC 718 for the
2015
Performance RSUs granted to the NEOs is included above in the Stock Awards column of the table at “–Summary Compensation Table” in this “VII. Executive Compensation.”
|
(c)
|
The grant listed for each NEO represents the
2015
Time RSUs granted in the first quarter of
2015
. 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 “VII. Executive Compensation.” The aggregate compensation cost calculated in accordance with ASC 718 for the
2015
Time RSUs granted to the NEOs is included above in the Stock Awards column of the table at “–Summary Compensation Table” in this “VII. Executive Compensation.”
|
(d)
|
Represents the grant date fair value of the
2015
Performance RSUs and
2015
Time RSUs granted to the NEOs in
2015
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 “VII. Executive Compensation.” Generally, the grant date fair value is the amount we would expense in our financial statements over the RSU’s vesting schedule. For information on the valuation assumptions utilized for accounting purposes; see notes 2 and 13 to the consolidated financial statements in our
2015
Form 10-K. A description of the vesting parameters that are generally applicable to the
2015
Performance RSUs and
2015
Time RSUs granted to the NEOs as a component of long-term equity-based compensation is provided above at “–CD&A–Elements of Executive Compensation and Benefits–Long-Term Incentives–RSUs” in this “VII. Executive Compensation.”
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
|
|
Stock Awards
|
||||||||||||
Name
|
|
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) |
||||||
W. Benjamin Moreland
|
|
8,386
|
|
|
$
|
724,970
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
—
|
|
|
109,510
|
|
|
9,467,140
|
|
||
|
|
16,796
|
|
|
1,452,014
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
88,459
|
|
|
7,647,281
|
|
||
|
|
25,773
|
|
|
2,228,076
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
89,063
|
|
|
7,699,496
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Jay A. Brown
|
|
3,365
|
|
|
290,904
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
43,938
|
|
|
3,798,440
|
|
||
|
|
6,404
|
|
|
553,626
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
33,728
|
|
|
2,915,786
|
|
||
|
|
9,394
|
|
|
812,111
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
32,461
|
|
|
2,806,253
|
|
||
|
|
|
|
|
|
|
|
|
||||||
James D. Young
|
|
3,348
|
|
|
289,435
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
43,715
|
|
|
3,779,162
|
|
||
|
|
6,372
|
|
|
550,859
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
33,557
|
|
|
2,901,003
|
|
||
|
|
9,348
|
|
|
808,135
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
32,301
|
|
|
2,792,421
|
|
||
|
|
|
|
|
|
|
|
|
||||||
E. Blake Hawk
|
|
2,262
|
|
|
195,550
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
29,535
|
|
|
2,553,301
|
|
||
|
|
4,845
|
|
|
418,850
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
25,517
|
|
|
2,205,945
|
|
||
|
|
7,691
|
|
|
664,887
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
26,575
|
|
|
2,297,409
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Patrick Slowey
|
|
1,659
|
|
|
143,421
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
21,666
|
|
|
1,873,026
|
|
||
|
|
3,238
|
|
|
279,925
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
17,051
|
|
|
1,474,059
|
|
||
|
|
4,506
|
|
|
389,544
|
|
|
—
|
|
|
—
|
|
||
|
|
—
|
|
|
—
|
|
|
15,572
|
|
|
1,346,199
|
|
(a)
|
Represents the outstanding and unvested portion of certain Time RSA and Time RSU grants. The three grants listed for each NEO represent the
2013
Time RSAs,
2014
Time RSUs and
2015
Time RSUs, respectively.
|
(b)
|
Represents the market value of the outstanding RSAs and RSUs described in footnote (a) above that have not yet vested, based on the closing Common Stock price as of
December 31, 2015
of
$86.45
per share.
|
(c)
|
Represents the outstanding and unvested portion of certain Performance RSAs and Performance RSUs. The three grants listed for each NEO represent the maximum number of shares that may be earned under the 2013 Performance RSAs,
2014
Performance RSUs, and
2015
Performance RSUs, respectively, if the Highest Average Price achieved is $103.42 or above for the
2013
Performance RSAs and if the TSR Rank is at or above the 90
th
percentile for the 2014 Performance RSUs and the
2015
Performance RSUs. With regard to the
2013
Performance RSAs,
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
(d)
|
Represents the market value of the outstanding Performance RSAs and Performance RSUs described in footnote (c) above that have not yet vested, based on the closing Common Stock price as of
December 31, 2015
of
$86.45
per share.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
|
|
Stock Awards (a)
|
||||
Name
|
|
Number of
Shares Acquired on Vesting (#) |
|
Value Realized
on Vesting ($) |
||
W. Benjamin Moreland
|
|
118,031
|
|
$
|
10,410,334
|
|
Jay A. Brown
|
|
47,765
|
|
4,212,873
|
|
|
James D. Young
|
|
47,512
|
|
4,190,558
|
|
|
E. Blake Hawk
|
|
30,033
|
|
2,648,911
|
|
|
Patrick Slowey
|
|
27,090
|
|
2,389,338
|
|
(a)
|
For Messrs. Moreland, Brown, Young, Hawk and Slowey, the amounts shown include (1) 100% of the 2012 Performance RSA grant, which vested during
2015
upon achieving the maximum per share price performance hurdle of $79.10 for 20 consecutive trading days (92,758 shares, 37,745 shares, 37,543 shares, 23,223 shares, and 21,816 shares, respectively), (2) 33.34% of the 2012 Time RSA grant, which vested during
2015
(8,491 shares, 3,455 shares, 3,437 shares, 2,126 shares, and 1,997 shares, respectively), (3) 33.33% of the 2013 Time RSA grant, which vested during 2015 (8,385 shares, 3,364 shares, 3,347 shares, 2,262 shares, and 1,659 shares, respectively), and (4) 33.33% of the 2014 Time RSU grant, which vested during
2015
(8,397 units, 3,201 units, 3,185 units, 2,422 units, and 1,618 units, respectively). The value realized on vesting is calculated using the closing market price of our Common Stock from the trading day immediately preceding the date of vesting, which was $88.20 per share.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
Severance Agreements.
We have entered into Severance Agreements containing non-compete and non-solicitation provisions with each NEO (See "—Subsequent Amendments to Severance Agreements" below for a summary of certain amendments to the Severance Agreements approved by the Committee in February 2016).
|
•
|
a lump sum payment equal to the sum of the officer’s base salary and Annual Bonus multiplied by two (for Messrs. Moreland and Hawk) or one (for all other NEOs covered by a Severance Agreement). For Messrs. Moreland and Hawk, Annual Bonus is defined for purposes of the Severance Agreement as 75% of such officer’s base salary. For Messrs. Young and Slowey, Annual Bonus is defined for purposes of the Severance Agreement as 55% of such officer’s base salary. For Mr. Brown, Annual Bonus is defined for purposes of the Severance Agreement as 65% of base salary;
|
•
|
a prorated cash amount equal to the officer’s Annual Bonus for the year of termination 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 either two years (for Messrs. Moreland and Hawk) or one year (for all other NEOs covered by a Severance Agreement);
|
•
|
continued participation in the 401(k) Plan for the calendar year of the date of termination 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
|
•
|
for Messrs. Moreland and Hawk, immediate vesting of all Restricted Stock Awards (as defined in the Severance Agreements),
RSUs and stock options, other than Performance Awards (as defined in the Severance Agreements), which have the opportunity to continue to vest as if the officer remained an employee after the date of termination; and for all other NEOs covered by a Severance Agreement, immediate vesting of all stock options and continued vesting of all Restricted Stock Awards (including RSUs) for two years after termination.
|
•
|
a lump sum payment equal to the sum of the officer’s base salary and Annual Bonus multiplied by three (for Messrs. Moreland and Hawk) or two (for all other NEOs covered by a Severance Agreement);
|
•
|
a prorated cash amount equal to the officer’s Annual Bonus for the year of termination 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 either three years (for Messrs. Moreland and Hawk) or two years (for all other NEOs covered by a Severance Agreement);
|
•
|
continued participation in the 401(k) Plan for the calendar year of the date of termination 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
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
immediate vesting of any outstanding Restricted Stock Awards (as defined in the Severance Agreements), RSUs and stock options held by the officer, provided that such immediate vesting only applies to Performance Awards 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.
|
Name
|
|
Termination Type(a)
|
|
Severance
Amount($)(b) |
|
Early or Continued
Vesting of Restricted Stock($)(c) |
|
Other($)(d)
|
|
Alternative Total Employment Termination
Benefits($)(e)
|
||||||||
W. Benjamin Moreland
|
|
Qualifying Upon Change in Control
|
|
$
|
5,164,168
|
|
|
$
|
21,628,367
|
|
|
$
|
809,558
|
|
|
$
|
27,602,092
|
|
|
|
Qualifying
|
|
3,442,779
|
|
|
11,109,200
|
|
|
791,801
|
|
|
15,343,779
|
|
||||
|
|
Non-Qualifying
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jay A. Brown
|
|
Qualifying Upon Change in Control
|
|
1,723,960
|
|
|
8,258,244
|
|
|
393,628
|
|
|
10,375,832
|
|
||||
|
|
Qualifying
|
|
861,980
|
|
|
4,060,349
|
|
|
375,873
|
|
|
5,298,202
|
|
||||
|
|
Non-Qualifying
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
James D. Young
|
|
Qualifying Upon Change in Control
|
|
1,611,510
|
|
|
8,216,891
|
|
|
324,055
|
|
|
10,152,456
|
|
||||
|
|
Qualifying
|
|
805,755
|
|
|
4,039,954
|
|
|
314,259
|
|
|
5,159,969
|
|
||||
|
|
Non-Qualifying
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
E. Blake Hawk
|
|
Qualifying Upon Change in Control
|
|
2,526,059
|
|
|
6,182,784
|
|
|
425,268
|
|
|
9,134,111
|
|
||||
|
|
Qualifying
|
|
1,684,039
|
|
|
3,091,521
|
|
|
409,984
|
|
|
5,185,545
|
|
||||
|
|
Non-Qualifying
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Patrick Slowey
|
|
Qualifying Upon Change in Control
|
|
1,398,373
|
|
|
4,067,650
|
|
|
302,046
|
|
|
5,768,069
|
|
||||
|
|
Qualifying
|
|
699,186
|
|
|
2,001,970
|
|
|
284,347
|
|
|
2,985,504
|
|
||||
|
|
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 payment equal to the sum of the NEO’s base salary and Annual Bonus multiplied by three and two for Messrs. Moreland and Hawk, and two and one for Messrs. Brown, Young and Slowey for a Qualifying Termination Upon Change in Control and Qualifying Termination, respectively. In connection with Mr. Hawk's Retirement, Mr. Hawk would not be entitled to these benefits with respect to a termination occurring after December 31, 2015.
|
(c)
|
Represents the value of outstanding and unvested RSAs and RSUs as of
December 31, 2015
(calculated as the number of accelerated RSAs and RSUs multiplied by
$86.45
, the closing price per share of our Common Stock on
December 31, 2015
) 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). In connection with 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 continues 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 (as defined in the Severance Agreements), RSUs and stock options either (1) immediately vest for Messrs. Moreland and Hawk, provided that any Performance Awards continue to vest pursuant to the
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
(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, 2015
, and any prior year actual annual incentives relating to
2014
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 2015, the year in which termination of employment is assumed to occur under this scenario. Assuming termination of employment occurs on
December 31, 2015
, this amount includes our Discretionary Match and Discretionary Contribution for
2015
, which is $7,950 for the Discretionary Match since each of the NEOs achieved the level of contribution necessary for
2015
to be eligible for the full 3% Discretionary Match and $10,600 for each NEO for the Discretionary Contribution, which is the maximum amount allowable under the Code for such contribution.
|
(e)
|
Represents an estimate of the alternative total potential payments upon termination of employment that would be paid to or accrued for each NEO assuming the NEO’s employment terminated under different scenarios as of
December 31, 2015
.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
The Audit Committee has reviewed and discussed with CCIC’s management the audited financial statements as of and for the year ended
December 31, 2015
.
|
•
|
The Audit Committee has discussed with PwC the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 16,
Communications with Audit Committees
.
|
•
|
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.
|
|
PROXY STATEMENT
|
•
|
Based on its review of CCIC’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 CCIC’s Annual Report on Form 10-K for the year ended
December 31, 2015
.
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
CROWN CASTLE INTERNATIONAL CORP.
|
|
PROXY STATEMENT
|
•
|
Certain Relationships
. Directorship more than three years after: (i) the Director was employed by the Company; (ii) an immediate family member of the Director (“Family Member”) was employed by the Company as an executive officer; (iii) 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 (iv) 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 (i) is employed by the Company in a non-officer position or (ii) is employed by, but is not a partner with, the Auditor and does not personally work on the Company’s audit.
|
•
|
Compensation
. A Director or a Family Member receives or 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
. A 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, does not exceed the greater of (a) $1 million, or (b) two percent (2%) of such other company’s consolidated gross revenues.
|
•
|
Indebtedness
. A 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
. A Director 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 the organization does not exceed the greater of (a) $500,000, or (b) one percent (1%) of that organization’s total annual receipts.
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Stock Ownership
. Direct or indirect ownership by a Director of a significant amount of Company stock (including securities convertible into Company stock).
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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Crown Castle International Corp.
1220 Augusta Drive, Suite 600
Houston, TX 77057
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Notice of
Annual Meeting of Stockholders
May 19, 2016
and Proxy Statement
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CROWN CASTLE INTERNATIONAL CORP.
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PROXY STATEMENT
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1220 AUGUSTA DRIVE
HOUSTON, TX 77057
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VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the 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 the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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E06772-P77273-Z67512
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1 Year Crown Castle Chart |
1 Month Crown Castle Chart |
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