8-KLeadership ChangesExhibits & Filings

CROWN CASTLE INC. 8-K Report, Executive Changes (Feb 25, 2008)

Filed February 25, 2008For Securities:CCI

Summary

Crown Castle International Corp. (CCI) filed an 8-K on February 25, 2008, detailing executive compensation adjustments and a new incentive plan approved on February 21, 2008. The company established the 2008 EMT Annual Incentive Plan, designed to incentivize its executive management team (EMT) through cash bonuses tied to corporate, business unit, and individual performance goals. This plan aims to align executive pay with company performance, though the Compensation Committee retains discretion over awards. In addition to the new incentive plan, the filing outlines specific base salaries, 2007 annual incentive payouts, and 2008 performance-based restricted stock awards (RSAs) for key executive officers, including the CEO, CFO, General Counsel, and President of Tower Operations. The RSAs have a vesting condition tied to a stock price performance target, offering a clear link between long-term executive rewards and shareholder value appreciation.

Key Highlights

  • 1Approval of the Crown Castle 2008 EMT Annual Incentive Plan, a cash bonus plan for the executive management team based on performance goals.
  • 2Specific 2008 base salaries, 2007 annual incentive payouts, and 2008 restricted stock awards (RSAs) for named executive officers.
  • 3CEO John P. Kelly's 2008 base salary set at $517,500, with a 2007 incentive payout of $821,965 and 109,783 RSAs.
  • 4CFO W. Benjamin Moreland's 2008 base salary set at $375,900, with a 2007 incentive payout of $426,731 and 63,802 RSAs.
  • 5RSAs granted have a time-based vesting component (February 21, 2011) and a performance-based component requiring the common stock to close at or above $41.50 for 20 consecutive trading days.
  • 6Changes approved to the retainer and annual equity grant components for non-employee Board members.
  • 7Disclosure of the 2008 EMT Annual Incentive Plan and a summary of Non-Employee Director Compensation as exhibits.

Frequently Asked Questions

The primary purpose of the 2008 EMT Annual Incentive Plan is to incentivize Crown Castle's executive management team (EMT) by offering cash bonus payments. These bonuses are contingent upon the achievement of specific corporate, business unit, and individual performance goals established by the company.

The RSAs have a dual vesting condition. They will vest on February 21, 2011, or if the company's Common Stock closes at or above $41.50 per share for any 20 consecutive trading days on or before February 21, 2011. Any RSAs not vested by these conditions will be forfeited.

Yes, on February 21, 2008, the Board approved changes to the retainer and annual equity grant components of compensation for non-employee members of the Board. An annual equity grant of shares of Common Stock was also approved for these directors.

No, the Board's approval of the 2008 Incentive Plan does not guarantee an incentive award. The Compensation Committee retains discretion to adjust or discontinue the plan and awards based on performance and other factors.