CROWN CASTLE INC. appointed Anthony J. Melone as new CEO

ITEM 5.02-DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b)-(d) As previously disclosed, the board of directors ("Board") of Crown Castle Inc. ("Company") appointed Anthony J. Melone, a member of the Board, as interim President and Chief Executive Officer ("CEO") of the Company ("Interim CEO"), commencing on January 16, 2024. The CEO Search Committee of the Board conducted a search to identify the next President and CEO and to recommend such candidate to the Board for appointment. On April 9, 2024, the Board (i) increased the size of the Board from twelve to thirteen members, effective immediately prior to the Effective Date (as defined below) and (ii) appointed Steven J. Moskowitz to serve as the President and CEO and as a member of the Board, effective April 11, 2024 ("Effective Date"). Mr. Moskowitz will serve as a member of the Board until his term expires at the Company's 2024 annual meeting of stockholders, at which time he will stand for election by the Company's stockholders. 

On the Effective Date, Mr. Melone will cease serving as Interim CEO, but will remain with the Company as a Special Advisor to advise Mr. Moskowitz through May 31, 2024 and continue to serve as a member of the Board. During such advisory period, Mr. Melone will continue to receive his existing base salary. As previously disclosed, all of Mr. Melone's outstanding restricted stock units ("RSUs") will vest, pursuant to their terms, when his employment with the Company is terminated, which is expected to occur on May 31, 2024. The Company anticipates that, effective June 1, 2024, Mr. Melone will qualify as an independent Board member.

Mr. Moskowitz, age 60, has over 25 years of experience leading, growing and advising wireless infrastructure companies. In the past five years, Mr. Moskowitz has been a co-investor in, and has served as the CEO and a member of the board of directors of, Centennial Towers Holding LP, a developer, owner and operator of wireless communications towers in Latin America. Prior to that, Mr. Moskowitz served as a senior advisor to Madison Dearborn Partners, a private equity firm, and was a co-investor, CEO and a member of the board of directors of NextG Networks Inc., a fiber-based cell site solutions provider. Prior to joining NextG Networks, Inc., Mr. Moskowitz served in various leadership positions at American Tower Corporation, a global provider of wireless infrastructure, including as Executive Vice President and President, U.S. Tower Division.

There are no arrangements or undertakings pursuant to which Mr. Moskowitz was selected as President and CEO or as a member of the Board. There are no family relationships among any of the Company's directors or executive officers and Mr. Moskowitz. There are no related party transactions involving Mr. Moskowitz that are reportable under Item 404(a) of Regulation S-K.

(e) In connection with Mr. Moskowitz's appointment, the Board approved the following compensation package:


Name

2024 

Base Salary 

2024 

Annual RSUs(a)

2024

Sign-On RSUs(b)


Steven J. Moskowitz
 $900,000 
~$12,300,000

~$2,400,000


(a)Represents an award of 2024 Annual RSUs: (i) 40% of which will be in the form of time-based RSUs, vesting annually, in one-third increments on April 11th of 2025, 2026 and 2027, and (ii) 60% of which will be in the form of performance RSUs, vesting, to the extent earned, on February 19, 2027. For additional information regarding the structure of performance RSUs, see the "VI. Executive Compensation-Compensation Discussion and Analysis-Executive Compensation Elements-Long-Term Incentives-2024 LTI Design Changes" on page 66 of the Company's Revised Preliminary Proxy Statement filed on April 4, 2024.

(b)Represents an award of time-based sign-on RSUs, which are expected to vest 50% on April 11, 2025 and 50% on April 11, 2026, subject to Mr. Moskowitz's continued employment through each applicable vesting date.

In addition to the above, Mr. Moskowitz will be eligible to participate in the Company's 2024 Executive Management Team Annual Incentive Plan, a copy of which is filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023 ("Annual Report"), which is incorporated herein by reference. 

In addition, the Company entered into a severance agreement with Mr. Moskowitz, effective as of the Effective Date ("Severance Agreement"). The terms and conditions of the Severance Agreement are substantially similar to those described in "VI. Executive Compensation-Potential Payments Upon Termination of Employment-Severance Agreements" on pages 78 and 79 of the Company's Revised Preliminary Proxy Statement filed on April 4, 2024 (which description is incorporated herein by reference), except as provided in the following sentences. In the event Mr. Moskowitz's employment is terminated by the Company without cause or Mr. Moskowitz resigns for good reason, in each case, not in connection with a change in control transaction, Mr. Moskowitz will be eligible to receive a severance payment equal to two times the sum of his base salary and Annual Bonus (as defined in the Severance Agreement) and continued coverage under specified health and welfare benefit programs for two years. In addition, in the event of a Non-Qualifying Termination (as defined in the Severance Agreement), other than a termination by the Company without cause, following the date on which Mr. Moskowitz has reached the age of 65 and completed at least four years of service as an employee of the Company and provided Mr. Moskowitz delivers at least 180 days prior notice of termination: (i) the service condition for Mr. Moskowitz's RSUs will be deemed satisfied and all of his outstanding RSUs will continue to vest for the remainder of the vesting period as if he continued to be an employee of the 


Company, (ii) to the extent not already paid, the Company will pay his annual bonus for the immediately preceding year, and (iii) Mr. Moskowitz will be entitled to fully participate in the Company's 401(k) plan for the calendar year of the termination. 

In addition, the Severance Agreement contains provisions that generally prohibit Mr. Moskowitz, from the effective date of the Severance Agreement and for one year following the termination of his employment with the Company, from engaging in business activities involving or relating to owning, leasing, developing, designing, operating or constructing (i) fiber optic communication cable, equipment or networks or (ii) communications towers or networks (including distributed antenna systems and small cells) in the United States or any other country in which the Company is then engaged in such activities.

Except as provided above, the description of the Severance Agreement is qualified in its entirety by reference to the form of severance agreement filed as Exhibit 10.6 to the Annual Report, which form of severance agreement is incorporated herein by reference.