Crown Castle Announces Corporate Governance Enhancements and Board Refreshment Plan

Rhea-AI Summary

Crown Castle International Corp. (CCI) announced enhancements to its corporate governance, including a mandatory Board retirement policy and plans for Board refreshment. Effective immediately, non-employee directors aged 72 and above will not be renominated, impacting several current members. The company is also reviewing its executive compensation program to align it with shareholder interests. Chairman Martin emphasized that these governance enhancements support long-term shareholder value. The company will release its second quarter 2020 earnings shortly.

Positive

• Implementation of a mandatory Board retirement policy to enhance governance.
• Engagement of a search firm for diverse independent director candidates.
• Commitment to review executive compensation aligning with shareholder interests.

Negative

• Departure of long-standing directors may lead to transitional challenges.
• Potential disruption during the Board refreshment process.

HOUSTON, July 29, 2020 (GLOBE NEWSWIRE) -- Crown Castle International Corp. (NYSE: CCI) (“Crown Castle”) today announced plans to enhance its corporate governance by implementing a mandatory Board retirement policy, refreshing its Board of Directors, and committing to review its executive compensation program.

RETIREMENT POLICY AND BOARD REFRESHMENT PLAN

As part of a thorough review of Board refreshment best practices and policies that began over two years ago, Crown Castle’s Board has unanimously approved an amendment to the Company’s Corporate Governance Guidelines to institute a mandatory Board retirement policy, pursuant to which the Board will not nominate any non-employee director who has reached 72 years of age. Under a transition plan approved by the Board in connection with the retirement policy, Robert E. Garrison II, Edward “Chap” Hutcheson, Jr. and Robert F. McKenzie will not be renominated for re-election at the Company’s 2021 Annual Meeting of Shareholders. In addition, Lee W. Hogan and J. Landis “Lanny” Martin will not be renominated for re-election at the Company’s 2022 Annual Meeting of Shareholders, at which time the Board will select a new independent Board Chair. 

Crown Castle has engaged a leading search firm to assist with the Board's search for independent directors who bring diversity as well as relevant skills and experience.

EXECUTIVE COMPENSATION PROGRAM REVIEW

The Board of Crown Castle has committed to reviewing the Company’s executive compensation program to ensure it continues to align with the interests of all shareholders and industry best practices. In conjunction with the additional metrics under consideration for the business, the Compensation Committee of the Board will review the compensation to hold management accountable to these performance metrics as well as at-risk qualifications. In performing its duties, the Compensation Committee obtains input from a variety of sources, including from an independent advisory firm, Meridian Compensation Partners, which is engaged directly by the Compensation Committee.

Mr. Martin, Chairman of the Board, said, “Following significant engagement and input from a broad section of our shareholders, the Board is focused on continuing to implement best-in-class corporate governance practices that align with the execution of Crown Castle’s long-term strategy. The Board refreshment plan and governance enhancements will help support our objective of ensuring Crown Castle is well positioned to continue creating long-term shareholder value.”

Mr. Martin continued, “On behalf of the Board, I want to thank Robert Garrison and Robert McKenzie for their numerous contributions over the years, and a special thank you to Chap Hutcheson as a co-founder of Crown Castle’s business. These outstanding directors have been instrumental in enabling Crown Castle to advance from a startup to the national leader we are today. We wish them all the best in their future endeavors when they depart from the Board following the 2021 Annual Meeting.”

Jay Brown, Crown Castle’s Chief Executive Officer, said, “The collective advice, oversight and wisdom of these directors have been significant drivers in the creation of Crown Castle’s unmatched portfolio of towers, small cell networks and fiber. With their support, the Company is well positioned to continue capitalizing on the evolution to 5G while generating compelling value for our shareholders.”

Ari Q. Fitzgerald, Chairman of the Nominating & Corporate Governance Committee, said, “The Board and management team recognize the importance of having the right mix of skills, diversity and experience. Our work here is underway, and we look forward to adding highly qualified, independent directors with new perspectives to help our Board further drive sustained value creation.”

SECOND QUARTER 2020 EARNINGS

In a separate press release today, Crown Castle released earnings results for the second quarter 2020. The Company will host a conference call Thursday, July 30, 2020, at 10:30 a.m. Eastern time. Supplemental materials for the call will be posted on the Crown Castle website at http://investor.crowncastle.com.

ABOUT CROWN CASTLE

Crown Castle owns, operates and leases more than 40,000 cell towers and approximately 80,000 route miles of fiber supporting small cells and fiber solutions across every major U.S. market. This nationwide portfolio of communications infrastructure connects cities and communities to essential data, technology and wireless service - bringing information, ideas and innovations to the people and businesses that need them.

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements that are based on Crown Castle management's current expectations. Such statements include plans, projections and estimates regarding (1) refreshment of the Board, (2) future director nominations, (3) relevant skills and qualities of potential director nominees and future directors, (4) the Company’s executive compensation program, including modifications thereto, (5) the Company’s strategic position, and (6) the creation and delivery of value to shareholders. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect Crown Castle and its results is included in Crown Castle's filings with the SEC. The term "including," and any variation thereof, means "including, without limitation.”

CONTACTS
Investors
Dan Schlanger, CFO
Ben Lowe, VP & Treasurer
Crown Castle International Corp.
713-570-3050

Media
Andy Brimmer / Nick Lamplough / Adam Pollack
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449

FAQ

What are the key changes to the Board structure at Crown Castle (CCI)?

Crown Castle is implementing a mandatory retirement policy for non-employee directors aged 72 and above, affecting several current Board members.

When will the new Board members be introduced at Crown Castle (CCI)?

New independent Board members are expected to be selected before the 2021 Annual Meeting.

Why is Crown Castle (CCI) reviewing its executive compensation program?

The review aims to ensure alignment with shareholder interests and industry best practices.

What is the date for Crown Castle's (CCI) second quarter 2020 earnings release?

Crown Castle will release its second quarter earnings on July 30, 2020.

How many cell towers does Crown Castle (CCI) operate?

Crown Castle owns and operates more than 40,000 cell towers across the U.S.