ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(e)
2017 EMT Annual Incentive Plan
. On February 16, 2017,
the Board of Directors (Board) of Crown Castle International Corp. (Company), upon recommendation from the Compensation Committee of the Board, approved the Crown Castle 2017 EMT Annual Incentive Plan (2017 Incentive
Plan) for the Companys executive management team (EMT), including Jay A. Brown (the Companys current President and Chief Executive Officer) and the Companys other executive officers. The 2017 Incentive Plan is
intended to provide incentives to members of the Companys EMT in the form of cash payments for achieving certain performance goals established under the 2017 Incentive Plan. Under the 2017 Incentive Plan, each eligible participant has an
assigned target incentive level, expressed as a percentage of base salary. Depending on the achievement of specified levels of corporate financial performance goals, each eligible participant may earn a portion or multiple of the target incentive.
The Boards approval of the 2017 Incentive Plan does not create a guarantee of an incentive award to any eligible participant, and the Compensation Committee retains discretion to discontinue or amend the 2017 Incentive Plan at any time. A copy
of the 2017 Incentive Plan is filed as Exhibit 10.1 to this Form
8-K.
Executive Officer
Compensation
. On February 16, 2017, the Board, upon recommendation from the Compensation Committee, approved the following base salaries, annual incentives and grants of restricted stock units (RSUs) with respect to the
following persons:
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Name and Principal Position
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2017
Base Salary ($)
(1)
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2016
Annual
Incentive ($)
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2017
Time
RSUs
(Units)
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2017
Performance
RSUs
(Units)
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Jay A. Brown
President and Chief Executive Officer
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$
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825,000
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$
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1,101,039
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24,171
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85,815
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W. Benjamin Moreland
Executive Vice Chairman
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$
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492,000
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$
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1,364,119
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13,381
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47,507
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Daniel K. Schlanger
(2)
Senior Vice
President and Chief Financial Officer
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$
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515,000
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$
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584,949
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8,508
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30,207
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James D. Young
Senior Vice President and Chief Operating Officer
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$
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577,250
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$
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718,704
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11,795
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41,877
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Kenneth J. Simon
Senior Vice President and General Counsel
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$
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540,750
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$
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631,201
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8,701
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30,893
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Patrick Slowey
(3)
Forrmer Senior Vice
President and Chief Commercial Officer
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$
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464,620
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$
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590,628
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4,834
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17,163
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(1)
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Annual salary changes are generally approved in February of each year and generally go into effect approximately the following March 1. As such, the base salaries shown in the table generally reflect base salary payable
from approximately March 1, 2017 through February 28, 2018.
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(2)
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As previously disclosed, Mr. Schlanger joined the Company as Senior Vice President effective April 1, 2016 and became the Companys Senior Vice President and Chief Financial Officer on June 1, 2016.
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(3)
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As previously disclosed, Mr. Slowey retired from the position of Senior Vice President and Chief Commercial Officer, following more than 16 years with the Company, on January 1, 2017 and is no longer an
executive officer. Mr. Slowey has agreed to remain as an employee with the Company in an advisory capacity in order to assist the Company on various matters, including the transition of his successor.
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1
Each RSU shown in the table above is issued pursuant to the Companys 2013 Long-Term Incentive Plan and
represents a contingent right to receive one share of common stock of the Company (Common Stock); vesting (i.e., forfeiture restriction termination) with respect to each RSU generally is subject to (1) the executive officer
remaining an employee or director of the Company or its affiliates and (2) the other applicable vesting criteria described below.
The terms of the
2017 Time RSUs shown in the table above provide that 33 1/3% of such Time RSUs vest on February 19 of each of 2018, 2019 and 2020.
The terms of the
2017 Performance RSUs shown in the table above provide that 0% to 100% of the Performance RSUs vest on February 19, 2020 based upon the Companys total stockholder return (TSR) performance ranking (TSR Rank)
relative to a peer group of companies approved by the Board (TSR Peer Group) for the three year period ending February 16, 2020 (Period).* If the TSR Rank is at the
30
th
percentile or more up to the 55
th
percentile, then 33.34% to 66.67% of the Performance RSUs vest on a pro rata basis based upon the level
of the TSR Rank (i.e., approximately an additional 1.3336% of the units vest for each 1.0 percentile increase in the TSR Rank above the 30
th
percentile up to the 55
th
percentile), with 66.67% of the Performance RSUs vesting at the 55
th
percentile. If the TSR Rank is at the 55
th
percentile or more, then 66.67% to 100% of the Performance RSUs vest on a pro rata basis based upon the level of the TSR Rank (i.e., approximately an additional 0.95229% of the units vest for each
1.0 percentile increase in the TSR Rank above the 55
th
percentile up to the 90
th
percentile (or above)), with 100% of the units vesting at or
above the 90
th
percentile. However, if the TSR is negative for the Period and the TSR Rank is at or above the 30
th
percentile, the percentage
of units which vest shall be 33.34%. If the TSR Rank is below the 30
th
percentile, 100% of the Performance RSUs will be forfeited.
A form of the standard Restricted Stock Units Agreement generally used for the Companys 2013 Long-Term Incentive Plan is filed as Exhibit 10.2 to the
Companys Current Report on Form
8-K
filed with the Securities and Exchange Commission on February 24, 2016.
*
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The Compensation Committee has the authority to interpret and determine the application and calculation of matters relating to the determination of TSR and TSR Rank and to make adjustments it deems appropriate to
reflect changes in (1) the Common Stock, including as a result of any stock split or consolidation, stock dividend, recapitalization, merger, reorganization, or other relevant distribution or change in capitalization, or (2) the TSR Peer
Group, including as a result of any TSR Peer Group company becoming bankrupt, being acquired, disposing of a material portion of its assets, being delisted from a stock exchange, or splitting its common stock (or other change to such companys
stock or capitalization).
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Non-employee
Director Equity Compensation
. On
February 16, 2017, the Board also approved an annual equity grant of shares of Common Stock to the
non-employee
directors of the Board. A summary of the current components of compensation for
non-employee
members of the Board, including the equity grants approved on February 16, 2017, is filed herewith as Exhibit 10.2 to this Form
8-K.
As used in this Form
8-K,
the term including and any variation thereof, means including without
limitation.
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