DEF 14A of Crown Castle Inc., Apr 7, 2025

DEF 14A of Crown Castle Inc.

Filed Apr 7, 2025 · FY20240001051470-25-000115

Open on EDGAR

  1. Snapshot of the Director Nominees

    Snapshot of the Director Nominees The following tables provide summary information about our director nominees, all of which have the unanimous recommendation of the Board. For additional information about our director nominees, see "II. Election of Directors—Nominees for Director."

  2. Snapshot of the Director Nominees

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  3. II. ELECTION OF DIRECTORS

    II. ELECTION OF DIRECTORS Pursuant to our Restated Certificate of Incorporation ("Charter"), all directors of the Board hold office for a term expiring at the first succeeding annual meeting of stockholders after their election, with each such director holding office until his or her successor shall have been duly elected and qualified ("Annual Term"). The nominees for director at the Annual Meeting are: P. Robert Bartolo, Jason Genrich, Andrea J. Goldsmith, Tammy K. Jones, Kevin T. Kabat, Anthony J. Melone, Katherine Motlagh, Kevin A. Stephens and Matthew Thornton, III. Each nominee is currently a member of the Board. If elected at the Annual Meeting, each nominee shall hold office as a director for an Annual Term. The Board is currently comprised of 13 directors, and we have 9 director nominees standing for election at the Annual Meeting. As previously announced, (1) Cindy Christy and Ari Q. Fitzgerald notified the Company on February 20, 2025 that they would each not stand as a nominee for director at the Annual Meeting and would serve on the Board until the expiration of their respective current terms as directors at the Annual Meeting; (2) Sunit S. Patel notified the Company on March 16, 2025 of his decision to resign from the Board, effective March 17, 2025; (3) Katherine Motlagh was appointed to the Board, effective March 17, 2025. In addition, each of Steven J. Moskowitz and Bradley E. Singer will not be standing as a nominee for director at the Annual Meeting and will serve on the Board until the expiration of his respective current term as director at the Annual Meeting. As described under "II. Election of Directors—Board Leadership Structure—Consideration of Director Nominees" below, in considering candidates for election to the Board, the NESG Committee and the Board will generally consider, among other factors, whether prospective nominees are able to read and understand basic financial statements, have relevant business experience, have industry or other specialized expertise and have high moral character. Each nominee has consented to be nominated and has expressed his or her intention to serve if elected. The Board expects that each of the nominees for director will be able and willing to serve as a director. If any nominee is not available, the proxies may be voted for another person nominated by the current Board, or the size of the Board may be reduced. For information about the nominees, see "II. Election of Directors—Nominees for Director."

  4. II. ELECTION OF DIRECTORS

    | P | The Board unanimously recommends a vote FOR the following nine (9) director nominees: | | | | | •P. Robert Bartolo •Jason Genrich •Andrea J. Goldsmith | •Tammy K. Jones •Kevin T. Kabat •Anthony J. Melone | •Katherine Motlagh •Kevin A. Stephens •Matthew Thornton, III |

  5. II. ELECTION OF DIRECTORS

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  6. Nominees for Director

    Nominees for Director

  7. Nominees for Director

    | P. Robert Bartolo | Age: 53 | Director Since: 2014 | | Board Chair (since 2022) Committees: •CEO Search •Fiber Review, Chair •Finance •NESG Other Public Company Directorships: •Cable One, Inc. (NYSE: CABO) (since 2023) Education: •B.S., University of Southern California •M.B.A., Wharton School at the University of Pennsylvania | Experience: •T. Rowe Price Group, Inc. (NASDAQ: TROW) ("T. Rowe Price"), global investment management company ◦EVP, U.S. Growth Stock Fund and Chairman, U.S. Growth Stock Fund Investment Advisory Committee (2007 – 2014) ◦Vice President ("VP") and Portfolio Manager, U.S. Equity Division (2005 – 2014) ◦Co-Portfolio Manager, Media and Telecom Fund (2005 – 2007) ◦Analyst, Telecom, Tower & Cable (2002 – 2007) •MGM Resorts International (NYSE: MGM) ("MGM Resorts"), global hospitality and entertainment company ◦Director of Finance (1997 – 2000) •Deloitte & Touche LLP, multinational professional services network ◦Senior Auditor (1994 – 1997) Skills and Qualifications: •Financial and Accounting – Acquired financial expertise through his prior role as an auditor with one of the Big Four international accounting firms, his CFA designation and his service as Director of Finance at MGM Resorts, where he was responsible for regulatory filings and corporate development analysis, including the $6.4 billion acquisition of Mirage Resorts. His experience was further enhanced through a decades long career in the global investment management sector as a portfolio manager at T. Rowe Price. •Wireless/Telecom Industry – Gained deep understanding of our business and the telecommunications industry, including business strategies around the deployment of towers, through his experience assessing companies in telecommunications and related industries while serving at T. Rowe Price as a Telecom, Tower & Cable analyst, being named Institutional Investor magazine's best buy-side telecommunications analyst in 2003 and 2005. •Risk Management – Developed in-depth business analysis acumen, including identification and mitigation of risk, in his roles at T. Rowe Price, where he managed what was at the time the firm's largest mutual fund, the Growth Stock Fund, growing it from $32 billion to $60 billion, attracting $8 billion of new investments and achieving performance in the top 10% of comparable funds over the last 1, 3 and 5 years prior to his retirement. •Mr. Bartolo also brings to our Board M&A, strategic planning/oversight, executive, corporate governance/ethics and public company board experience. | |

  8. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  9. Nominees for Director

    | Jason Genrich | Age: 38 | Director Since: 2024 | | Committees: •CEO Search •Fiber Review •Finance Other Public Company Directorships: •Switch, Inc. (NYSE: SWCH) (acquired by DigitalBridge and IFM Investors in 2022) (2021 – 2022) Other Memberships: •Director, Cloud Software Group (since 2022) •Director, GoTo Group, Inc. (since 2022) •Director, Travelport Worldwide Ltd. (since 2019) Education: •B.B.A., Stephen M. Ross School of Business at the University of Michigan | Experience: •Elliott Investment Management L.P., investment management company ◦Senior Portfolio Manager (since 2022) and Equity Partner (since 2024) ◦Portfolio Manager (2018 – 2022) ◦Analyst and Associate Portfolio Manager (2014 – 2018) •GTCR, LLC, private equity firm ◦Associate, Technology, Media and Telecommunications ("TMT") Private Equity Investment Team (2011 – 2014) •Evercore Partners, investment banking firm ◦Analyst, Technology M&A Group (2009 – 2011) Skills and Qualifications: •Wireless/Telecom Industry – Developed extensive knowledge of the wireless and telecommunications industry through his career at Evercore, GTCR and Elliott where he focused on transactions and investments across the TMT industries, including digital infrastructure (such as wireless towers, fiber infrastructure, cable multiple-system operators and other broadband infrastructure) and telecommunications equipment vendors that provide core technologies to wireless and wireline service providers. •Technology and M&A – Acquired deep insights into technology products and investments through his 15-year career analyzing value creation opportunities across the TMT industry, which included roles with investment banking and investment management firms, including the Technology M&A group at Evercore Partners, TMT investing team at GTCR and the TMT investing team at Elliott. These experiences are further enhanced through his current and previous service on the boards of several technology and digital infrastructure companies. Over the course of his career, Mr. Genrich has worked on numerous large-scale transactions, including the $16.5 billion take-private of Citrix Systems, Inc. (and its combination with TIBCO Software), a convertible preferred equity investment in Western Digital along with Apollo Global Management and other take-private and private equity transactions. •Financial – Gained in-depth financial and capital markets expertise throughout his career in investment banking, private equity and hedge fund investing, including responsibility for fundamental analysis, financial modeling, industry and market research, and complex transactional analysis in support of investment decisions. •Mr. Genrich also brings to our Board knowledge of strategic planning/oversight, corporate sustainability, risk management and corporate governance/ethics, as well as public company board experience. | |

  10. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  11. Nominees for Director

    | Andrea J. Goldsmith | Age: 60 | Director Since: 2018 | | Committees: •Compensation and Human Capital ("CHC Committee") Other Public Company Directorships: •Intel Corporation (NASDAQ: INTC) (since 2021) •Medtronic plc (NYSE: MDT) (since 2019) Other Memberships: •Member, President's Council of Advisors on Science and Technology (PCAST) (2021-2025) Education: •B.S., University of California, Berkeley •M.S., University of California, Berkeley •Ph.D., University of California, Berkeley | Experience: •Princeton University ◦Dean of Engineering and Applied Science and Arthur LeGrand Doty Professor of Electrical and Computer Engineering (since 2020) •Stanford University ◦Stephen Harris Professor of Engineering (2012 – 2020) ◦Professor of Engineering (2007 – 2012) ◦Associate/Assistant Professor (1999 – 2007) •Plume WiFi (formerly Accelera, Inc.), Wi-Fi service provider for communications service companies ◦Co-founder and Chief Technology Officer ("CTO") (2010 – 2014) •Quantenna Communications, Inc. (NASDAQ: QTNA) (acquired by ON Semiconductor in 2019), Wi-Fi chip and software company ◦Co-founder and CTO (2005 – 2009) Skills and Qualifications: •Technology – Developed an understanding of telecommunications technologies through her extensive academic background in electrical and computer engineering and her career as an accomplished engineer and inventor with acclaimed, foundational work in wireless communications focused on the fundamental performance limits of wireless systems, including 5G wireless, mobile Internet of Things and smart grid design. •Strategic Planning/Oversight and Cyber/Information Security – Her experience as Dean of Engineering at Princeton includes strategic planning and oversight for the engineering school. Her experiences on the Stanford Budget Group and Stanford Committee on Research as well as her board service at Intel Corporation and Medtronic plc include oversight of the assessment and adoption of cybersecurity and data privacy protocols to ensure the protection of enterprise platforms. Dr. Goldsmith contributes additional significant experience overseeing M&A transactions obtained through her board service at Intel Corporation and Medtronic plc. •Academia/Education – Gained over three decades teaching electrical engineering and applied science at some of the most prestigious research institutions in the United States, becoming Dean of Princeton's School of Engineering and Applied Science, authoring or co-authoring four books on wireless communications and holding 38 patents. •Dr. Goldsmith also brings to our Board wireless/telecommunications industry, public company board and executive experience, as well as knowledge of corporate governance/ethics. | |

  12. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  13. Nominees for Director

    | Tammy K. Jones | Age: 59 | Director Since: 2020 | | Committees: •Audit •CEO Search •Finance •NESG, Chair Other Public Company Directorships: •Veris Residential, Inc. (NYSE: VRE) ("Veris") •Monogram Residential Trust, Inc. (NYSE: MORE) (acquired by Greystar Growth and Income Fund, LP in 2017) ("Monogram") (2016 – 2017) Other Memberships: •Chair, Real Estate Executive Council •Member, Executive Leadership Council Education: •B.A., Cornell University •M.B.A., J. Mack Robinson College of Business at Georgia State University | Experience: •Basis Investment Group, LLC, multi-strategy commercial real estate private equity investment platform ◦Founder and CEO (since 2009) •CWCapital LLC, U.S. debt investment platform previously owned by Caisse de dépôt et placement du Québec ◦Senior Managing Director, Head of Capital Markets Lending Division (2004 – 2009) •Commercial Capital Initiatives, Inc. (a subsidiary of GMAC Commercial Mortgage Corporation), a commercial real estate company ◦Senior Vice President ("SVP") (1997 – 2004) •Equitable Real Estate Investment Management, pension fund advisor and investment manager ◦Director (1990-1997) Skills and Qualifications: •REIT Industry and Corporate Sustainability – Demonstrated track record of delivering strong returns for individual and institutional stakeholders through extensive investment experience in commercial real estate transactions and leadership roles on public REIT boards. As a member of the Strategic Review Committee of the board of Monogram, Ms. Jones oversaw the take-private sale of the company, which resulted in a 22% premium to the share price. As Chair of the board of Veris and formerly Lead Independent Director, she led the board in the company's successful transformation from a capital-intensive office owner to a pure play multifamily REIT, as well as its CEO transition, the sale of $2.5 billion of non-strategic assets and the pay down of $1 billion in debt, improving the operating platform and outperforming peers. In addition, Ms. Jones has been a driving force and leader in the implementation of sustainability strategies at Veris and Crown Castle. •Financial and M&A – Gained extensive experience with strategic financial transactions and capital allocation throughout her career closing over $25 billion in commercial real estate transactions across the U.S., including with joint venture negotiation, capital markets, leasing, structuring, and investment. Successfully deployed capital in real estate on behalf of some of the country's largest public pension plans and institutional investors while consistently achieving top quartile returns. •Strategic Planning/Oversight – Developed throughout her career, over three decades of making strategic investment decisions, and most recently as founder and CEO of one of the few woman-owned diversified commercial real estate investment platforms overseeing the development and execution of the firm's investment strategy, operations, finance, and technology as well as closing $8 billion in transactions and managing a portfolio, which includes more than 15,000 multifamily units. •Ms. Jones also brings to our Board public company board and executive experience, as well as corporate governance/ethics, risk management, operations, accounting, academia/education and HR/compensation expertise. | |

  14. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  15. Nominees for Director

    | Kevin T. Kabat | Age: 68 | Director Since: 2023 | | Committees: •CHC •CEO Search, Chair •NESG Other Public Company Directorships: •NiSource Inc. (NYSE: NI) (since 2015) •Unum Group (NYSE: UNM) (since 2008) •AlTi Global Inc. (NASDAQ: ALTI) (January 2023 – August 2023) •E*TRADE Financial Corporation (NASDAQ: ETFC) ("E*TRADE") (2016 – 2020) Education: •B.S., John Hopkins University •M.S., Purdue University | Experience: •Fifth Third Bancorp (NASDAQ: FITB), diversified financial services company ◦CEO and Vice Chairman of the Board (2012-2016) ◦CEO (2007 – 2012) ◦CEO and Chairman (2008 – 2010) ◦Executive Vice President ("EVP") (2003 – 2006) ◦President and CEO, Fifth Third Bank Michigan (2001 – 2003) •Old Kent Financial Corporation, bank holding company acquired by Fifth Third Bank in 2021 ◦Held a number of management and executive positions including as Vice Chairman and President (1982 – 2001) Skills and Qualifications: •Financial and M&A – Obtained financial acumen through his more than a three-decade career in the financial services sector, leading one of the largest U.S. diversified financial services companies, which contributed to his deep understanding of financial markets. During his tenure at Fifth Third Bancorp, Mr. Kabat oversaw a successful spin-off of the company's processing division, which was pivotal to the successful execution of its recapitalization strategy. He also served as Lead Independent Director of E*TRADE, overseeing the acquisition of the company by Morgan Stanley in an all-stock transaction valued at approximately $13 billion. •Risk Management – Developed valuable risk management skills through his operational and executive leadership roles with an increasing amount of complexity in the financial services industry, as demonstrated by his CEO tenure at Fifth Third Bancorp, which he successfully navigated through a volatile market environment during the 2008 financial crisis and subsequent economic recovery. His extensive experience serving on public company boards contributes to the Board's risk oversight. •Strategic Planning/Oversight and Operations – Gained a deep understanding of operating in a highly regulated operational environment and balancing the interests of many stakeholders while serving as CEO of Fifth Third Bancorp, where he was responsible for overseeing the strategic direction of the company, leading a shift toward a customer-centric culture and introduction of robust digital service offerings in response to customer demand for efficient digital payment options. •Mr. Kabat also brings to our Board knowledge of accounting, HR/compensation, academia/education and corporate governance/ethics, as well as executive and public company board experience. | |

  16. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  17. Nominees for Director

    | Anthony J. Melone | Age: 64 | Director Since: 2015 | | Committees: •Audit, Chair •Fiber Review Other Public Company Directorships: •ADTRAN, Inc. (NASDAQ: ADTN) (2016 – 2020) Education: •B.S., Villanova University •M.S.E., University of Pennsylvania | Experience: •Crown Castle Inc. ◦Special Advisor (April 2024 – May 2024) ◦Interim President and CEO (January 2024 – April 2024) •Verizon Communications Inc. (NYSE, NASDAQ: VZ), leading communications technology company and network provider ◦EVP and CTO (2010 – 2015) ◦Served in a variety of positions with Verizon Wireless, a subsidiary of Verizon (2000 – 2010), including as SVP and CTO (2007 – 2010) Skills and Qualifications: •Wireless/Telecom Industry – Gained understanding of our business and the communications infrastructure industry, along with extensive knowledge of our customers and their evolving expectations over his more than 35 years in the telecommunications industry, including responsibility for managing infrastructure assets and over 20,000 communications towers and over 50,000 wireless cell sites. •Technology – Acquired an advanced understanding of telecommunications technologies, regulatory compliance requirements and related emerging technological trends while serving in leadership positions at Verizon, including his role as CTO for Verizon, and its subsidiary Verizon Wireless, where he successfully oversaw the transition of the wireless network from 3G to 4G standard and the launch of the nation's first wireless broadband wide-area network. He played a pivotal role in overseeing multiple platform integrations in support of Verizon's M&A strategy, facilitating interoperability to support reliable network service. •Strategic Planning/Oversight – Developed through his direct responsibility as CTO at Verizon, where he oversaw a large-scale capital investment program designed to enhance and expand the company's nationwide wireless network, including his leadership role in planning and implementing network quality and coverage performance initiatives. •Mr. Melone also brings to our Board knowledge of finance, operations, risk management, HR/compensation, corporate governance/ethics and also brings public company board and executive experience. | |

  18. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  19. Nominees for Director

    | Katherine Motlagh | Age: 51 | Director Since: 2025 | | Committees: •Audit (effective March 23, 2025) •Finance (effective March 23, 2025) Other Public Company Directorships: •EVgo, Inc. (NASDAQ: EVGO) (since April 2022) •Aeva Technologies, Inc. (NASDAQ: AEVA) (since March 2025) Other Memberships: •Director, Institute of Management Accountants - National and European Board (2007 – 2009; 2016 – 2018) Education: •B.S., Financial University (Moscow, Russia) •M.S., Financial University (Moscow, Russia) | Experience: •CyrusOne LLC (NASDAQ: CONE) ("CyrusOne"), a global data center developer and operator delivering digital infrastructure solutions ◦EVP and CFO (2020 – 2023) •American Tower Corporation (NYSE: AMT) ("AMT"), global provider of wireless infrastructure ◦CFO, Europe, Middle East and Africa and Latin America (2015 – 2020) •Ericsson, Inc. (NASDAQ: ERIC) ("Ericsson"), a multinational networking and telecommunications company ◦Customer Unit and Delivery Unit CFO (2011 – 2015) Skills and Qualifications: •Wireless/Telecom Industry – Gained an understanding of our business and the wireless communications infrastructure industry over her more than 20 year career in the telecommunications industry, where she held various finance and accounting leadership roles at CyrusOne, AMT, Ericsson, Nokia Corporation, and Nextel Communications, Inc. (acquired by Sprint Corporation in 2013). •Finance and Accounting – Served as a member of the executive management team of CyrusOne and was responsible for its accounting, finance, capital markets, tax, procurement, and investor relations. She is also a licensed Certified Public Accountant. •Strategic Planning/Oversight – Gained extensive expertise during her tenure as CFO at CyprusOne and as a divisional CFO at AMT in strategic leadership and oversight of financial activities and financial reporting, management of international tax policy, and planning and internal control compliance, and, while at AMT, oversaw international businesses in 18 countries and led a global finance organization of over 300 employees. •Ms. Motlagh also brings to our Board knowledge of risk management, corporate governance, HR/compensation, operations, and M&A and also brings executive, corporate sustainability and public company board experience. | |

  20. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  21. Nominees for Director

    | Kevin A. Stephens | Age: 63 | Director Since: 2020 | | Committees: •Audit •CHC •Fiber Review Other Public Company Directorships: •Keysight Technologies, Inc. (NYSE: KEYS) (since 2022) Other Memberships: •Director, Consumer Cellular Inc., a private company •Member, The Executive Leadership Council Education: •B.B.A., University of Michigan •M.B.A., University of Southern California | Experience: •Altice USA, Inc. (NYSE: ATUS) ("Altice"), provider of broadband communications and video services ◦EVP and President, Business Services Division (2015 – 2019) •Suddenlink Communications, Inc. ("Suddenlink") (acquired by Altice in 2015), internet and cable provider ◦Served in multiple senior leadership positions, including as President, Commercial and Advertising Operations (2006 – 2015) •Served in various senior leadership positions at Cox Communications, Inc., Choice One Communications and Xerox Corporation Skills and Qualifications: •Telecom Industry – Gained extensive experience in the fiber and telecommunications industry while serving in leadership positions at a number of companies in the sector, developing deep knowledge of customer preferences, distribution channels and industry segments, including in his most recent position at Altice, where he held responsibility for full profit and loss ("P&L") and operations, as well as oversight of all functional areas. •M&A – Acquired significant expertise by playing a key role throughout his career in all phases of the M&A process, including executing 10 corporate acquisitions across three companies. Following the $20 billion acquisition of Cablevision by Altice, Mr. Stephens led the integration of three business-to-business organizations into one business, creating operational efficiencies by redefining the strategy for the combined company and reinvigorating the product pipeline, which delivered accelerated revenue growth. Mr. Stephens also served as advisor in 2020 to Morgan Stanley Infrastructure Partners in connection with a $3.2 billion acquisition of a fiber infrastructure company. •Strategic Planning/Oversight – Developed a strong track record of designing and executing profitable enterprise expansion strategies in both start-up and Fortune 500 companies, including creating a new wholesale line of business at Suddenlink, which developed into a significant revenue contributor for the company. •Mr. Stephens brings to our Board operations, financial, corporate governance/ethics, HR/compensation, technology and corporate sustainability expertise and executive and public company board experience. | |

  22. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  23. Nominees for Director

    | Matthew Thornton, III | Age: 66 | Director Since: 2020 | | Committees: •CHC, Chair Other Public Company Directorships: •Sherwin Williams Company (NYSE: SHW) (since 2014) •Trustee of registered investment companies in the Nuveen funds complex (since 2020) Other Memberships: •Member, The Executive Leadership Council Education: •B.A., University of Memphis •M.B.A., University of Tennessee, Knoxville | Experience: •FedEx Corporation (NYSE: FDX) ("FedEx"), leading transportation, ecommerce and services company (1978 – 2019) ◦EVP and Chief Operating Officer ("COO"), FedEx Freight Corporation (2018 – 2019) ◦SVP, U.S. Operations, Federal Express Corporation ("FedEx Express"), a subsidiary (2006 – 2018) ◦SVP, Air, Ground and Freight Services, FedEx Express (2004 – 2006) ◦VP, Regional Operations (Central Region), FedEx Express (1998 – 2004) Skills and Qualifications: •Operations – Gained significant strategic operations and logistics management experience through his broad range of positions over a more than four-decade career at FedEx, where he was responsible for domestic and international P&L and improved the operational performance of multiple business segments. In his most recent role as COO of FedEx Freight, he managed nearly 380 service centers, which included international efforts, transportation, field operations and customer service among other crucial business areas, with an annual revenue of nearly $8 billion. •Strategic Planning/Oversight – Obtained extensive strategic planning experience leading transformational growth initiatives at FedEx, including the development and implementation of an E-commerce platform to facilitate growth, improve service reliability and operational efficiency. This experience was further expanded through his service on the board of Sherwin Williams Company, where he oversaw multiple strategic acquisitions and divestitures to drive value creation opportunities. •HR/Compensation – Acquired over his career, including in his most recent positions, where he oversaw more than 45,000 employees and initiated company-wide efforts to improve network health, on time performance and operational improvements. He was able to achieve record level employee engagement ratings and productivity under his tenure, while maintaining industry-leading practices in driver and workplace safety. •Mr. Thornton also brings to our Board knowledge of risk management, corporate sustainability, technology, corporate governance/ethics, risk management as well as financial, executive and public company board experience. | |

  24. Nominees for Director

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  25. Director Compensation Table for 2024

    Director Compensation Table for 2024 The following table sets forth the compensation earned by our non-employee directors in 2024. Ms. Motlagh does not appear in the following table as she was appointed to the Board effective March 17, 2025. Pursuant to Instruction 3 to Item 402(c) of Regulation S-K, Mr. Melone's compensation as a non-employee director prior to and following his service as Interim President and CEO and as Special Advisor is set forth in the Summary Compensation Table and in the other tables under "IV. Executive Compensation." During his tenure as Interim President and CEO and as Special Advisor, Mr. Melone did not receive additional compensation as a director of the Board.

  26. Director Compensation Table for 2024

    | | Fees Earned or Paid in Cash | | | | | | | | | | | | | | | Board Retainer ($)(a) | Cmte Chair Retainer ($)(b) | AC Member Retainer ($)(c) | CHCC Member Retainer ($)(d) | NESGC Member Retainer ($)(e) | SC Member Retainer ($)(f) | FC Member Retainer ($)(g) | FRC Member Retainer ($)(h) | CEOSC Member Retainer ($)(i) | Total Cash ($)(j) | Stock Awards ($)(k) | All Other Comp ($)(l) | Total Director Comp ($)(m) | | P. Robert Bartolo | 85,000 | 25,000 | 7,500 | 6,250 | 5,000 | 5,000 | 5,000 | — | 5,000 | 143,750 | 379,930 | 24,161 | 547,841 | | Cindy Christy | 85,000 | — | — | 12,500 | 10,000 | 5,000 | — | — | — | 112,500 | 229,918 | — | 342,418 | | Ari Q. Fitzgerald | 85,000 | — | — | 12,500 | 10,000 | 5,000 | — | — | — | 112,500 | 229,918 | — | 342,418 | | Jason Genrich | 85,000 | — | — | — | — | — | 5,000 | 12,500 | 5,000 | 107,500 | 319,890 | — | 427,390 | | Andrea J. Goldsmith | 85,000 | 10,000 | — | 6,250 | 5,000 | — | — | — | — | 106,250 | 229,918 | — | 336,168 | | Tammy K. Jones | 85,000 | 30,000 | 15,000 | — | — | 5,000 | 5,000 | — | — | 140,000 | 229,918 | — | 369,918 | | Kevin T. Kabat | 85,000 | — | — | 12,500 | 10,000 | — | — | — | 5,000 | 112,500 | 229,918 | — | 342,418 | | Anthony J. Melone(n) | — | — | — | — | — | — | — | — | — | — | — | — | — | | Sunit S. Patel | 85,000 | — | 15,000 | — | — | — | 5,000 | 12,500 | — | 117,500 | 319,890 | — | 437,390 | | Bradley E. Singer | 85,000 | 10,000 | 15,000 | — | — | — | — | — | — | 110,000 | 319,865 | — | 429,865 | | Kevin A. Stephens | 85,000 | 15,000 | 7,500 | 12,500 | — | 5,000 | — | 12,500 | — | 137,500 | 229,918 | 15,359 | 382,777 | | Matthew Thornton | 85,000 | 25,000 | — | — | — | 5,000 | — | — | — | 115,000 | 229,918 | — | 344,918 |

  27. Director Compensation Table for 2024

    (a) Represents the 2024 Board Retainer earned by the non-employee directors. (b) Represents the committee chair retainer earned by each Committee chair in 2024. (c) Represents the 2024 Audit Committee member retainer earned by members of the Audit Committee (other than the chair of the Audit Committee), with Mr. Bartolo receiving a quarterly Audit Committee member retainer for two quarters served in 2024. (d) Represents the 2024 CHC Committee member retainer earned by members of the CHC Committee (other than the chair of the CHC Committee), with each of Dr. Goldsmith and Mr. Bartolo receiving a quarterly CHC Committee member retainer for two quarters served in 2024. (e) Represents the 2024 NESG Committee member retainer earned by members of the NESG Committee (other than the chair of the NESG Committee), with each of Dr. Goldsmith and Mr. Bartolo receiving a quarterly NESG Committee member retainer for two quarters served in 2024. (f) Represents the 2024 Strategy Committee member retainer earned by members of the Strategy Committee (other than the chair of the Strategy Committee) for two quarters prior to its dissolution in May 2024. (g) Represents the 2024 Finance Committee member retainer earned by members of the Finance Committee (other than the chair of the Finance Committee) subsequent to its formation in May 2024. (h) Represents the 2024 Fiber Review Committee member retainer earned by members of the Fiber Review Committee (other than the chair of the Fiber Review Committee). (i) Represents the 2024 CEO Search Committee member retainer earned by members of the CEO Search Committee (other than the chair of the CEO Search Committee) for two quarters prior to its dissolution in May 2024. (j) Equal to the sum of the Board Retainer and Committee Retainers earned by the non-employee directors in 2024. (k) Represents shares of unrestricted Common Stock granted to eligible non-employee directors in 2024. The amounts shown are approximately equal to the number of shares granted as the 2024 Annual Equity Grant (3,528 shares for Mr. Bartolo and 2,135 shares for each other non-employee director (except for Mr. Melone, who did not receive a 2024 Annual Equity Grant)), multiplied by $107.69, which was the closing price per share of Common Stock on February 21, 2024, the date such grants were approved by the Board. In addition, the amount shown for (1) Messrs. Genrich and Patel is equal to the number of shares granted as an Initial Equity Grant (784 shares) multiplied by $114.76, which was the closing price per share of Common Stock on January 8, 2024 (the date such grant was approved by the Board) and (2) Mr. Singer is equal to the number of shares granted as an Initial Equity Grant (829 shares) multiplied by $108.50, which was the closing price of the Common Stock on January 17, 2024 (the date such grant was approved by the Board). (l) Represents the portion of the medical, dental, and vision premiums paid by us for the non-employee directors in 2024. The director also pays a portion of the medical, dental, and vision premiums. (m) Equal to the sum of Total Cash, Stock Awards and All Other Compensation for the non-employee directors in 2024.

  28. Director Compensation Table for 2024

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  29. Director Compensation Table for 2024

    (n) Mr. Melone served as our Interim President and CEO from January 17, 2024 to April 11, 2024 and as Special Advisor from April 12, 2024 through May 31, 2024 and continued serving on the Board during such periods. Mr. Melone did not receive additional compensation for his continued service on the Board during the periods for which he served as Interim President and CEO and as Special Advisor. Mr. Melone was eligible to receive compensation for his service on the Board prior to and following his service as Interim President and CEO and as Special Advisor. Compensation paid to Mr. Melone for his service on the Board is set forth in the "IV. Executive Compensation—Summary Compensation Table" and reflected in the other tables under "IV. Executive Compensation." As such, no amounts are reported for Mr. Melone in this table.

  30. Key Compensation Actions for 2024 and 2025

    Key Compensation Actions for 2024 and 2025 •Aligning Compensation Peer Group with Scale of Business: ◦In the second half of 2023, the Committee approved a change to the composition of the peer group used to conduct a competitive market analysis of executive compensation. As discussed further below, the new peer group was used to guide the 2024 executive compensation decisions. The changes to the peer group were intended to position the Company closer to the peer group median for market capitalization and revenue and address the uneven impact of macro-conditions and the current business environment on financial results for the Company and its peers. ◦In 2024, the Committee elected to delay its review of the compensation peer group for 2025 primarily as a result of the Company's Fiber Business strategic review, the outcome of which could impact the scope and scale of our business. •Modest Adjustments to Target Compensation: ◦For 2024, the Committee approved modest increases to target total direct compensation ("TDC") for certain of its NEOs that ranged from 1% to 4% (for additional information, see "—Executive Compensation Elements—Target Compensation Adjustments" below).

  31. Key Compensation Actions for 2024 and 2025

    •Aligning Executive Management Team Annual Incentive Plan ("AIP") with Business Priorities: ◦For 2025, the Committee increased the weight of Adjusted EBITDA as a performance measure to 70% (previously 50%) of the potential payout at target and replaced AFFO per share as a performance measure with organic revenue growth (30%). These changes were intended to align with the Company's focus on profitability while rewarding for incremental revenue growth. •Aligning Design of LTIs with Business Priorities: ◦LTI Vehicle Weighting: In 2024, the Committee moved to a 60% weighting for performance-based restricted stock units ("RSUs") and a 40% weighting for RSUs which generally vest based on the passage of time over a three-year period or such other time period as specified in the agreement governing the RSUs ("Time RSUs") to better align our pay mix with the peer group and our direct peers. ◦Performance Measures: ▪In 2024, to enhance the focus on capital allocation and discipline, the Committee replaced absolute TSR as the performance measure, which is based on the absolute annualized TSR of our stock compared to pre-established hurdles ("Absolute TSR"), with the Company's average return on invested capital over a three-year performance period ("Average ROIC") for its 2024 performance-based RSUs. ▪For 2025, the Committee introduced three-year cumulative AFFO per share as a second performance measure in its LTI program to enhance the focus on multi-year profitability, replacing relative TSR, which is based on the Company's TSR performance ranking ("TSR Rank") relative to the companies in the S&P 500 Index ("Relative TSR"), as a performance measure. 50% of the 2025 performance-based RSUs are tied to cumulative AFFO per share, and 50% are tied to Average ROIC. ▪For 2025, Relative TSR will be used as a modifier that can adjust the payouts under the 2025 performance-based RSUs by +/- 15%. ◦Performance Peer Group: ▪Beginning in 2025, Relative TSR comparisons will be based on the Company's TSR performance ranking relative to the REIT constituents of the S&P 500 Index and the S&P 500 Index as a whole. This change is intended to prioritize TSR comparisons for Crown Castle relative to companies that are subject to similar macro-factors (e.g., interest rate volatility), while also continuing to highlight the importance of outperformance versus the broader market.

  32. Compensation Arrangements for Certain Executives

    Compensation Arrangements for Certain Executives •In connection with his appointment as Interim President and CEO, Mr. Melone received the following compensation arrangement: ◦Monthly base salary of $265,000 during his service as Interim President and CEO and as Special Advisor, which was equivalent to the sum of Mr. Brown's 2023 base salary and target annual incentive, divided by 12 months, and was in lieu of participation in the 2024 AIP; and ◦Grant of RSUs with an approximate value of $4,330,000 that was eligible to vest on the first anniversary of his appointment as Interim President and CEO (subject to immediate vesting if, prior to such date, the Company terminated Mr. Melone's employment without cause, including in connection with the appointment of a successor President and CEO) ("Interim RSU Grant"). The Interim RSU Grant was equivalent to approximately a third of Mr. Brown's 2023 target LTI grant with a three-year vesting period. Following the appointment of Mr. Moskowitz as our President and CEO, the Interim RSU Grant vested on May 31, 2024, the date on which Mr. Melone's employment with the Company was terminated.

  33. Compensation Arrangements for Certain Executives

    •In connection with his appointment as President and CEO, Mr. Moskowitz received the following compensation arrangement: ◦Annual base salary of $900,000 and eligibility to receive an annual incentive under the 2024 AIP with a target amount equal to 175% of his base salary, prorated for the 2024 plan year; ◦2024 LTI award with an approximate value of $12,300,000 delivered in the form of 40% Time RSUs and 60% Performance RSUs (for the definition of Performance RSUs and additional information regarding their structure, see "—Executive Compensation Elements—Long-Term Incentives" below); and ◦New hire Time RSUs with an approximate value of $2,400,000, which are scheduled to vest 50% on April 11th of each of 2025 and 2026. •In connection with the Board's decision to retain Mr. Schlanger to serve as the Company's EVP and CFO beyond the previously announced termination date of March 31, 2024, the Board entered into an agreement with Mr. Schlanger that provided for: ◦Continuation of his prior compensation package consisting of base salary, annual incentive, and annual grant of LTIs; and ◦Time RSUs relating to 21,085 shares of the Company's Common Stock, of which 11,486 units vested on September 30, 2024 and 9,599 units vested on December 31, 2024. This retention grant was based on the Board's evaluation of market benchmarking compensation for a CFO, potential incentives Mr. Schlanger could have received if he were to accept an external offer and the costs associated with attracting a highly qualified new CFO. •In connection with his appointment as the Company's EVP and CIO, Mr. Chan received the following compensation arrangement: ◦Annual base salary of $525,000 and eligibility to receive an annual incentive under the 2024 AIP with a target amount equal to 100% of his base salary, prorated for the 2024 plan year; ◦2024 LTI award with an approximate value of $4,000,000 delivered in the form of 40% Time RSUs and 60% Performance RSUs (for additional information regarding the structure of Performance RSUs, see "—Executive Compensation Elements—Long-Term Incentives" below); and ◦New hire Time RSUs with an approximate value of $1,500,000, with such RSUs vesting as to approximately 16.7%, 16.6%, 33.3% and 33.4% on April 10, 2024, January 10, 2025, January 10, 2026 and January 10, 2027, respectively. •For information regarding Mr. Patel's compensation arrangement in connection with his appointment as the Company's EVP and CFO, see the Company's Current Report on Form 8-K filed with the SEC on March 17, 2025. •For information regarding Mr. Schlanger's compensation arrangement in connection with his appointment as the Company's Interim President and CEO, see the Company's Current Report on Form 8-K filed with the SEC on March 24, 2025.

  34. Competitive Market Analysis

    Competitive Market Analysis The Committee determines the levels for each element of total target compensation (i.e., base salary, STIs and LTIs) by annually engaging in a competitive market analysis with respect to each of these compensation elements for each executive position ("Competitive Market Analysis"). The Committee usually begins this Competitive Market Analysis several months before the compensation decisions are made. Compensation decisions are typically made at the first regularly scheduled Committee meeting of each year (usually held during the first quarter of the year) ("First Regular Committee Meeting"). Market data used in the Committee's Competitive Market Analysis includes peer group data and published and custom survey data.

  35. Peer Group Data

    Peer Group Data Each year the Committee reviews publicly disclosed compensation data from companies comprising our "Peer Group," as discussed further below, when establishing executive pay levels and program design. In the second half of each year, the Committee reviews the Peer Group composition in advance of the Competitive Market Analysis. This Peer Group review is conducted in collaboration with the Compensation Consultant and also considers management's perspective on current or prospective peer companies. While the Committee conducts this Peer Group review annually, it has strived to keep the Peer Group composition fairly constant year-to-year to provide consistency in market data results and allow the Committee to spot trends in pay levels and program design over time. 2024 Compensation Peer Group. In the second half of 2023, the Committee conducted its annual review of the Peer Group with the assistance of its Compensation Consultant. The uneven impact of macro-conditions and the current business environment on financial results for the Company and its peers resulted in a Peer Group consisting of companies with a wide range of sizes and with the Company positioned between the 25th percentile and median for market capitalization. As a result, the Committee approved changes to the Peer Group that were intended to maintain a similar mix between REITs and technology-focused companies, but also include companies that were more comparable to the Company in size based on market capitalization and revenue. Based on its review, the Committee elected to: •Remove four companies: Adobe Inc., Broadcom Inc., Qualcomm Incorporated, and T-Mobile; and •Add five companies: Applied Materials, Inc., Arista Networks, Inc., Charter Communications, Inc., KLA Corporation and Lam Research Corporation.

  36. Peer Group Data

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  37. Peer Group Data

    These changes resulted in the following "2024 Peer Group": The 2024 Peer Group was used at the beginning of 2024 as a benchmarking tool to establish pay levels and program design for the 2024 fiscal year.

  38. Executive Compensation Elements

    | COMPENSATION ELEMENT | PURPOSE | KEY CHARACTERISTICS | | BASE SALARY | Provide a base level of income, targeting the market median for executive talent. | Fixed compensation. Reviewed annually and adjusted as appropriate. | | SHORT-TERM INCENTIVES (annual incentives) | Motivate executives to achieve our short-term financial and operational objectives. | Variable, cash-based compensation. Award potential ranges from 0% to 175% of target based on corporate performance measured against pre-established performance goals. | | I.LONG-TERM INCENTIVES (relative performance) | Align the interests of our executives with those of our stockholders by creating a direct correlation between realizable pay and stockholder return performance on a relative basis, over a three-year performance period. | Variable, stock-based compensation. The number of earned units can range from 0% to 200% based on TSR relative to the companies included in the S&P 500 Index. "Cliff" vesting following the end of the three-year performance period. | | II.LONG-TERM INCENTIVES (Average ROIC) | Align the interests of our executives with those of our stockholders by creating a direct correlation between realizable pay and our Average ROIC over a three-year performance period and reinforcing the importance of capital discipline. | Variable, stock-based compensation. The number of earned units can range from 0% to 200% based on our Average ROIC over a three-year performance period. "Cliff" vesting following the end of the three-year performance period. | | III.LONG-TERM INCENTIVES (time-based) | Motivate executives to contribute to long-term increases in stockholder value, build executive ownership and retain executives through ratable, multi-year vesting. | Variable, stock-based compensation. Long-term award with ratable vesting over three years that provides a direct correlation of realizable pay to stockholder value. |

  39. Target Compensation Adjustments

    | Name | Title | Base Salary ($) | Target STI ($) | Target LTI ($) | Target TDC ($) | Increase in TDC | | Steven J. Moskowitz(a) | Former President & CEO | 900,000 | 1,575,000 | 12,300,000 | 14,775,000 | N/A | | Daniel K. Schlanger | Interim President & CEO, and Former CFO | 640,000 | 640,000 | 4,125,000 | 5,365,000 | 1% | | Christopher D. Levendos | EVP & COO—Fiber | 600,000 | 600,000 | 4,350,000 | 5,550,000 | —% | | Edward B. Adams, Jr. | EVP & General Counsel | 515,000 | 515,000 | 2,900,000 | 3,900,000 | 3% | | Edmond Chan(b) | EVP & CIO | 525,000 | 525,000 | 4,000,000 | 5,050,000 | N/A | | Michael J. Kavanagh | Former EVP & COO—Towers | 650,000 | 650,000 | 4,000,000 | 5,100,000 | 4% |

  40. Short-Term Incentives

    Short-Term Incentives The STI component of compensation represents a significant portion of the overall cash compensation opportunity for our executives. STIs are a variable element of compensation that are linked to the achievement of specific short-term financial objectives each year. Our NEO's STIs are earned based upon meeting certain performance goals and may be earned at above-target or below-target levels based on the degree of achievement of those goals. In order to accomplish its overall executive compensation objectives, the Committee has identified the following principles for developing the overall framework of the STI program. The program should: •be performance-based and market competitive; •link the financial measures with stockholder expectations; and •motivate executives to achieve short-term financial objectives, while avoiding excessive risk.

  41. Annual Incentives

    Annual Incentives To achieve the program objectives, our STIs for executives are generally comprised of performance-based annual incentives paid in accordance with an annually approved AIP. The AIP is a cash-based, STI program that provides

  42. Annual Incentives

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  43. Annual Incentives

    executives with the opportunity to earn an annual cash incentive based on the achievement of annual performance goals. Such performance goals are pre-established based on the annual expectations for our business and are meant to be challenging, yet achievable. The Compensation Consultant has reviewed the performance goals and has noted that the performance goals represent meaningful targets that are challenging and indicative of value creation. The performance period covered by the AIP is from January 1 to December 31 of the applicable calendar year. For 2024, each NEO (except Messrs. Brown and Melone) was eligible to earn between 0% and 175% of such executive's target opportunity under the AIP. To mitigate excessive risk, annual incentives are capped at the maximum payout opportunity even if actual performance exceeds the maximum performance goal. The following table illustrates the 2024 annual incentive target opportunity and the potential range of payouts as a percentage of target for each NEO (except Messrs. Brown and Melone, each of whom were not eligible to participate in the Company's 2024 AIP):

  44. Annual Incentives

    | Name | Title | Target Opportunity (as % of Base Salary) | Potential Payout Range (as % of Target Opportunity) | | Steven J. Moskowitz(a) | Former President & CEO | 175% | 0% - 175% | | Daniel K. Schlanger | Interim President & CEO, and Former CFO | 100% | 0% - 175% | | Christopher D. Levendos | EVP & COO—Fiber | 100% | 0% - 175% | | Edward B. Adams, Jr. | EVP & General Counsel | 100% | 0% - 175% | | Edmond Chan(b) | EVP & CIO | 100% | 0% - 175% | | Michael J. Kavanagh | Former EVP & COO—Towers | 100% | 0% - 175% |

  45. Annual Incentives

    (a)Mr. Moskowitz was appointed as our President & CEO, effective April 11, 2024, and subsequently ceased serving as our President & CEO, effective March 23, 2025. (b)As previously announced, Mr. Chan will cease serving as our EVP and CIO, effective April 18, 2025. 2024 Annual Incentive Performance Structure and Achievement. The annual incentive structure is designed to recognize and motivate strong financial performance. The performance measures, relative weightings and threshold-target-maximum payout ranges were designed based on our 2024 financial budget, as approved by the Board in November 2023. The components of the total annual incentive payout under the AIP for 2024 were as follows:

  46. Annual Incentives

    | Performance Measure | 2024 Weighting | 2024 Weighted Achievement | | Adjusted EBITDA(a) | 50% | 49.76% | | AFFO per Share(a) | 50% | 56.77% | | 2024 Annual Incentive Achievement | | 106.53% |

  47. Annual Incentives

    (a) See Appendix B for definition and reconciliation of this non-GAAP financial measure. For 2024, the level at which corporate financial performance goals were established was based on the Board-approved financial budget and the guidance provided to investors for the applicable calendar year, with "target" goals representing the Board-approved budget amounts. The target levels established below were rigorous and required year-over-year improvement compared to the prior year's actual results. The following table presents the 2024 corporate financial performance goals and actual results considered by the Committee in determining the NEOs' 2024 annual incentives. For each NEO, the annual incentive is financially driven, based on an objective formula that equally weighs the performance measures of Adjusted EBITDA and

  48. Annual Incentives

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  49. Annual Incentives

    AFFO per share. Based on actual performance and weighting of these metrics, each NEO (except Messrs. Brown and Melone) received a payout of 106.53% of target.

  50. Annual Incentive Performance Metrics, Payout Range and Achievement

    Annual Incentive Performance Metrics, Payout Range and Achievement

  51. Annual Incentive Performance Metrics, Payout Range and Achievement

    | Performance Level | Adjusted EBITDA(a) ($ in millions) | Percent Payout | Performance Level | AFFO per Share(a) | Percent Payout | | Maximum | $4,413 | 175% | Maximum | $7.32 | 175% | | Target | $4,163 | 100% | Target | $6.91 | 100% | | Threshold | $3,996 | 50% | Threshold | $6.63 | 50% | | Below Threshold | <$3996 | 0% | Below Threshold | <$6.63 | 0% | | Actual | $4,161 | 99.52% | Actual | $6.98 | 113.54% |

  52. Annual Incentive Performance Metrics, Payout Range and Achievement

    (a) See Appendix B for definition and reconciliation of this non-GAAP financial measure. There are also two performance requirements for an annual incentive for 2024: •A minimum financial performance level of 95% of budgeted 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 may result in a reduction or elimination of the potential annual incentives for the responsible executives and potentially all of the executives. The following table illustrates the 2024 annual incentive payout for each NEO (except Messrs. Brown and Melone, each of whom were not eligible to participate in the Company's 2024 AIP) based on the payout factor above:

  53. Annual Incentive Performance Metrics, Payout Range and Achievement

    | Name | Title | Target AI ($) | AI Achievement | Actual AI ($) | | Steven J. Moskowitz(a) | Former President & CEO | $1,136,066 | 106.53% | $1,210,250 | | Daniel K. Schlanger | Interim President & CEO, and Former CFO | $640,000 | 106.53% | $681,792 | | Christopher D. Levendos | EVP & COO—Fiber | $600,000 | 106.53% | $639,180 | | Edward B. Adams, Jr. | EVP & General Counsel | $515,000 | 106.53% | $548,629 | | Edmond Chan(b) | EVP & CIO | $525,000 | 106.53% | $559,282 | | Michael J. Kavanagh | Former EVP & COO—Towers | $650,000 | 106.53% | $692,445 |

  54. Annual Incentive Performance Metrics, Payout Range and Achievement

    (a)Mr. Moskowitz was appointed as our President & CEO, effective April 11, 2024, and, therefore, his target and actual AI reflected in the table has been prorated for 2024. In addition, Mr. Moskowitz ceased serving as our President & CEO, effective March 23, 2025. (b)As previously announced, Mr. Chan will cease serving as our EVP and CIO, effective April 18, 2025. Further details regarding annual incentives paid to the NEOs are provided below in the tables and related footnotes at "IV. Executive Compensation—Summary Compensation Table" and "IV. Executive Compensation—Grants of Plan-Based Awards in 2024."

  55. Long-Term Incentives

    Long-Term Incentives The LTI component represents the largest portion of the overall value of the total compensation program for our executives. In its assessment of LTIs, the Committee, with the assistance of the Compensation Consultant, considers market data, our business needs, and the economic climate. In doing so, the Committee has determined that a mix of performance-based and time-based equity continue to appropriately achieve our executive LTI program objectives.

  56. Long-Term Incentives

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  57. Long-Term Incentives

    The objectives of our LTI program are to: •align a significant portion of our executives' compensation with the return experienced by our stockholders; •provide a means for our executives to accumulate shares of Common Stock to foster a culture of stewardship; and •serve as a retention vehicle for our executives. 2024 LTI Design Overview. To provide an appropriate balance of incentives tied to performance, two types of LTIs were used in 2024: RSUs which may vest based on (1) the Company's TSR Rank relative to companies in the S&P 500 Index over a three-year performance period ("Relative TSR Performance RSUs") and (2) our Average ROIC over a three-year performance period ("Average ROIC Performance RSUs," and together with Relative TSR Performance RSUs "Performance RSUs"), weighted at 60%, and Time RSUs, weighted at 40%. The table below illustrates the framework of the 2024 LTI design. 2024 LTI Awards. The Performance RSUs granted in 2024 were issued pursuant to our 2022 Long-Term Incentive Plan ("2022 LTIP") and represent a contingent right to receive Common Stock equal to 0% to 200% of the target number of Performance RSUs. Vesting of the Performance RSUs is subject to (1) the level of achievement against the relevant performance criteria over a three-year performance period (beginning January 1, 2024 and ending December 31, 2026) and (2) the executive remaining an employee or director of ours (including our affiliates) until February 19, 2027. •With respect to the Relative TSR Performance RSUs granted in 2024, the number of units that may vest is based upon the TSR Rank relative to the companies included in the S&P 500 Index, with the target number of units being earned if the TSR Rank equals the 55th percentile of the S&P 500 Index. •With respect to the Average ROIC Performance RSUs granted in 2024, the number of units that may vest is based upon the Company's Average ROIC. The Committee has the authority to interpret and determine the application and calculation of matters relating to the determination of TSR, TSR Rank and Average ROIC and to make adjustments it deems appropriate to reflect changes in 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.

  58. Long-Term Incentives

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  59. Long-Term Incentives

    The table below illustrates the payout range for the Relative TSR Performance RSUs granted in 2024.

  60. Long-Term Incentives

    | Relative TSR Performance RSUs(a) | | | | Performance Level | TSR Rank | Vesting | | Maximum | 80th percentile | 200% | | Target | 55th percentile | 100% | | Threshold | 25th percentile | 50% | | Below Threshold | <25th percentile | 0% |

  61. Long-Term Incentives

    (a) For TSR Rank outcomes (a) between the 25th and 55th percentiles of the S&P 500 companies or (b) between the 55th and 80th percentiles of the S&P 500 companies, the percentage of target units earned will be calculated via linear interpolation. The levels at which the TSR Rank and Average ROIC vesting targets are established are generally reviewed and approved at the First Regular Committee Meeting of the grant year. Additional information regarding the Performance RSUs described above is provided below in the tables and related footnotes at "IV. Executive Compensation—Summary Compensation Table" and "IV. Executive Compensation—Grants of Plan-Based Awards in 2024." Off-Cycle Awards. In 2024, the Committee approved certain off-cycle LTI awards that consisted of the following: •On January 16, 2024, in connection with his appointment as Interim President and CEO, Mr. Melone was awarded a grant of RSUs with an approximate value of $4,330,000 that was eligible to vest on the first anniversary of his appointment, subject to immediate vesting if, prior to such date, the Company terminated Mr. Melone's employment without cause, including in connection with the appointment of a successor President and CEO ("Interim RSU Grant"). The Interim RSU Grant was equivalent to approximately a third of Mr. Brown's 2023 target LTI award with a three-year vesting period. Following the appointment of Mr. Moskowitz as our President and CEO, the Interim RSU Grant vested on May 31, 2024, the date on which Mr. Melone's employment with the Company was terminated. •New hire RSUs ("New Hire RSUs") are Time RSUs awarded to certain newly hired executives based on the position and role into which they are hired and vest in accordance with the terms of the respective RSU agreement. The following New Hire RSUs were granted to NEOs in 2024 to primarily offset the equity forfeited from a prior employer or as inducement to join the Company: ◦On January 16, 2024, in connection with his appointment as EVP and CIO, Mr. Chan was awarded a New Hire RSU grant with an approximate value of $1,500,000, with such RSUs vesting as to approximately 16.7%, 16.6%, 33.3% and 33.4% on April 10, 2024, January 10, 2025, January 10, 2026 and January 10, 2027, respectively, subject to Mr. Chan's continued employment with the Company through each applicable vesting date. As previously announced, Mr. Chan will cease serving as our EVP and CIO effective April 18, 2025; however, the unvested New Hire RSUs will continue to have an opportunity to vest pursuant to the terms of his Severance Agreement. ◦On April 11, 2024, in connection with his appointment as President and CEO, Mr. Moskowitz was awarded a New Hire RSU grant with an approximate value of $2,400,000, which is scheduled to vest 50% on April 11th of each of 2025 and 2026, subject to Mr. Moskowitz continued employment with the Company through each applicable vesting date. Mr. Moskowitz ceased to serve as our President and CEO effective March 23, 2025; however, the unvested New Hire RSUs will continue to have an opportunity to vest pursuant to the terms of the Moskowitz Severance Agreement. •The following retention RSUs were granted to NEOs in 2024: ◦In January 2024, the Board retained Mr. Schlanger to serve as the Company's EVP and CFO beyond his previously announced termination date of March 31, 2024. In connection with this decision, Mr. Schlanger was awarded 21,085 shares of the Company's Common Stock, of which

  62. Long-Term Incentives

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  63. Long-Term Incentives

    11,486 units vested on September 30, 2024, and 9,599 vested on December 31, 2024. This retention grant was based on the Board's evaluation of market benchmarking compensation for a CFO, potential incentives Mr. Schlanger could have received if he were to accept an external offer and the costs associated with attracting a highly qualified new CFO. Payout for 2022 Performance RSUs. For the three-year period ending on December 31, 2024, our TSR was meaningfully negative and trailed that of our performance relative to companies in the S&P 500 Index, which companies consist of our performance peer group, resulting in the forfeiture of the 2022 performance-based LTI awards for the 2022 through 2024 performance period.

  64. Severance Agreements

    Severance Agreements The Committee believes establishing competitive severance arrangements with our executives is a key part of a total rewards package to effectively recruit and retain high-performing executives. We have entered into severance agreements containing severance benefits and non-compete and non-solicitation provisions with each of our NEOs (except Mr. Melone) and certain other executive officers (as amended, "Severance Agreements"). We do not currently have employment-related agreements with any of our NEOs other than the Severance Agreements (as defined in and further discussed in "IV. Executive Compensation—Potential Payments Upon Termination of Employment"). Pursuant to each Severance Agreement, we are generally required to provide severance benefits to the officer if such officer is terminated without cause (as defined in the Severance Agreement) or such officer terminates employment with Good Reason (as defined in the Severance Agreement) (collectively a "qualifying termination"). The Severance Agreements provide for enhanced severance benefits if the officer incurs a qualifying termination within two years following a Change in Control (as defined in the Severance Agreements). The Committee has adopted a policy not to enter into any agreement providing for an excise tax "gross up" payment relating to an "excess parachute payment" (pursuant to Section 280G of the Internal Revenue Code of 1986, as amended ("Code")) ("Excise Tax Payment"), and no existing Severance Agreements contain Excise Tax Payment provisions. We periodically review the level of executive severance benefits by analyzing our severance benefits as compared to competitive market practices as provided in surveys and information from third parties. Subsequent Severance Agreements may be different as a result of such reviews. Mr. Moskowitz's departure from the Company effective March 23, 2025 met the definition of a qualifying termination pursuant to the terms of his Severance Agreement with the Company. As a result, Mr. Moskowitz is eligible to receive certain payments and benefits following his separation, in accordance with such agreement. In addition, Mr. Chan's departure from the Company effective April 18, 2025 meets the definition of a qualifying termination pursuant to the terms of his Severance Agreement with the Company. As a result, Mr. Chan is eligible to receive certain payments and benefits following his separation, in accordance with such agreement.

  65. Amended and Restated Extended Service Separation Program

    the execution of a full release and an agreement to be available for post-termination consultation with us. As to an employee not holding RSUs, the program generally provides that, in connection with employment termination, an employee who meets the above eligibility requirements will receive a fully-vested, discretionary, profit-sharing contribution pursuant to the Crown Castle Inc. 401(k) Plan ("401(k) Plan") equal to 25% of the employee's base salary. The program is subject to interpretation, modification or termination by the Committee or Board in the sole discretion of each at any time. In connection with their announced retirement from the Company and planned separation in June 2024 and December 2024, respectively, Mr. Brown and Mr. Kavanagh qualified for the benefits under the Amended and Restated Extended Service Separation Program (hereinafter, "ESSP"). Accordingly, all of Mr. Brown's and Mr. Kavanagh's unvested RSUs will continue to have the opportunity to vest pursuant to their terms (other than the employment requirement), subject to the additional conditions noted above.

  66. Independent Compensation Consultant

    Independent Compensation Consultant In performing its duties, the Committee obtains advice from the Compensation Consultant, FW Cook, which is engaged directly by the Committee (while the Compensation Consultant is engaged by the Committee, it works with management, including members of our HR department and our CEO, as directed by the Committee). In addition, in the case of compensation decisions relating to executives other than the CEO, the Committee seeks and obtains input from the CEO. The Committee regularly holds executive sessions at its meetings during which management, including the CEO, is not in attendance. Management, including members of our HR department and our CEO, assists with the coordination, preparation and review of Committee meeting materials.

  67. Compensation Recovery and Recoupment (Clawback) Policies

    Compensation Recovery and Recoupment (Clawback) Policies Recovery Policy. In October 2023, the Board adopted the Incentive Compensation Recovery Policy ("Recovery Policy") to comply with the requirements of Exchange Act Rule 10D-1 and the NYSE listing standards thereunder to provide for the mandatory recoupment of excess incentive compensation (as that term is defined in the Recovery Policy) that was received by certain current and former executive officers in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. Recoupment Policy. In addition, we maintain a separate legacy recoupment policy ("Recoupment Policy"), which provides that in the event of a restatement of the Company's financial statement or a determination by the Board that misconduct by an NEO or certain other employees caused financial or reputational harm to the Company, the Committee will review the circumstances and make recommendations to the Board as to whether recoupment should be pursued. Under the Recoupment Policy, "misconduct" includes any intentional or reckless violation of our guidelines and policies or any grossly negligent act or failure to act causing the above described result. In such circumstances, the Committee will review all compensation that has been awarded to a responsible party and determine how such compensation may have been affected by the financial restatements or misconduct. Should the Board determine that recoupment is appropriate, we may recoup from an NEO or other responsible employee any cash incentives and equity awarded in reliance on the financial statements that were restated, or for the year in which the financial or reputational harm occurred, to the extent the Committee determines that the cash incentives and equity awarded were based on such restated financial statements or resulted from such misconduct. The NEO and other responsible employees may also be subject to other disciplinary actions, up to and including termination of employment.

  68. Policies and Practices Related to the Grant of Stock Options and Similar Awards

    Policies and Practices Related to the Grant of Stock Options and Similar Awards Although the 2022 LTIP allows for the grant of stock options, stock appreciation rights, or similar option-like awards, we do not currently grant such equity awards as part of our compensation program. Accordingly, we have no formal policies or practices to disclose under Item 402(x) of Regulation S-K.

  69. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table sets forth the compensation of the NEOs for 2024, 2023 and 2022 (where applicable). Additional details regarding the applicable elements of compensation in the Summary Compensation Table are provided in the footnotes following the table. Pursuant to Instruction 3 to Item 402(c) of Regulation S-K, Mr. Melone's compensation for his service as a non-employee director prior to and following his service as Interim President and CEO and as Special Advisor is set forth in Summary Compensation Table. During his tenure as Interim President and CEO and as Special Advisor, Mr. Melone did not receive additional compensation as a director of the Board.

  70. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(a) | Stock Awards ($)(b) | Non-Equity Incentive Plan Compensation ($)(c) | All Other Compensation ($)(d) | Total ($) | | Steven J. Moskowitz(e) | 2024 | 630,000 | 14,566,409 | 1,210,251 | 35,115 | 16,441,775 | | Former President & CEO | | | | | | | | Daniel K. Schlanger | 2024 | 636,154 | 6,541,679 | 681,792 | 61,337 | 7,920,962 | | Interim President & CEO, and Former CFO | 2023 | 620,000 | 3,814,076 | 449,748 | 59,194 | 4,943,018 | | | 2022 | 618,077 | 2,583,864 | 868,775 | 56,963 | 4,127,679 | | Christopher D. Levendos | 2024 | 585,577 | 4,498,170 | 639,180 | 62,076 | 5,785,003 | | EVP & COO | 2023 | 525,000 | 4,160,858 | 380,835 | 59,194 | 5,125,887 | | | 2022 | 519,231 | 2,849,862 | 735,656 | 58,554 | 4,163,303 | | Edward B. Adams, Jr.(f) | 2024 | 512,115 | 2,998,892 | 548,629 | 35,425 | 4,095,061 | | EVP & General Counsel | 2023 | 462,272 | 3,588,861 | 362,700 | 33,858 | 4,447,691 | | Edmond Chan(g) | 2024 | 492,692 | 5,636,162 | 559,282 | 60,258 | 6,748,394 | | EVP & CIO | | | | | | | | Jay A. Brown(h) | 2024 | 485,154 | — | — | 45,370 | 530,524 | | Former President & CEO | 2023 | 1,060,000 | 12,020,551 | 1,537,848 | 57,772 | 14,676,171 | | | 2022 | 1,054,231 | 8,739,976 | 2,599,318 | 57,252 | 12,450,777 | | Anthony J. Melone(i) | 2024 | 1,210,846 | 4,329,906 | — | 121,082 | 5,661,834 | | Former Interim President & CEO | | | | | | | | Michael J. Kavanagh | 2024 | 650,000 | 4,136,189 | 692,445 | 62,076 | 5,540,710 | | Former EVP & COO | 2023 | 650,000 | 3,513,629 | 471,510 | 60,023 | 4,695,162 | | | 2022 | 631,731 | 2,583,864 | 910,812 | 58,554 | 4,184,961 |

  71. Summary Compensation Table

    (a)Represents the dollar value of base salary earned by the NEO during the applicable fiscal year, inclusive of annual increases approved in the first quarter of 2024. (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. The grant date fair values have been determined based on the assumptions and methodologies set forth in notes 2 and 11 to the consolidated financial statements in our 2024 Form 10-K. The grant date fair value of the Relative TSR Performance RSUs is reported based on the Company's determination of the probable outcome of the achievement of the applicable performance conditions at the target level on the grant date. The value of the 2024 Relative TSR Performance RSUs, assuming achievement of the maximum performance level of 200%, is: Mr. Moskowitz, $8,055,196; Mr. Schlanger, $2,744,707; Mr. Levendos, $2,894,410; Mr. Adams, $1,929,686; Mr. Chan, $2,661,513; and Mr. Kavanagh, $2,661,513.

  72. Summary Compensation Table

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  73. Summary Compensation Table

    (c)Represents the value of the Annual Incentives earned by the NEOs for the applicable fiscal year under the applicable AIP. These Annual Incentives are paid in cash. For Mr. Moskowitz, in accordance with his compensation package, the amount represents the actual Annual Incentive paid, which was prorated to reflect the start of his employment as CEO, effective April 11, 2024. Additional details regarding the range of the NEOs' 2024 Annual Incentive award opportunities are disclosed above at "IV. Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Elements—Short-Term Incentives" and below in the table and related footnotes at "IV. Executive Compensation—Grants of Plan-Based Awards in 2024." (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 matching contributions and profit sharing contributions made by the Company under the 401(k) Plan and the dollar value of the portion of health and welfare insurance premiums paid by the Company in the applicable fiscal year. For Mr. Melone, this column also includes compensation paid to him in his capacity as a non-employee director for the portion of the fiscal year during which he was not serving as Interim President & CEO or as Special Advisor. Additional details regarding the amounts reported in this column are provided in the table below at "IV. Executive Compensation—All Other Compensation Table" and the footnotes thereto. (e)Mr. Moskowitz served as President & CEO from April 11, 2024 until March 23, 2025. Mr. Moskowitz first qualified as an NEO for 2024, and, therefore, compensation information is provided for him with respect to 2024 only. As previously announced, Mr. Moskowitz ceased serving as our President & CEO, effective March 23, 2025. (f)Mr. Adams was appointed EVP & General Counsel effective February 21, 2023. Mr. Adams first qualified as an NEO for 2023, and, therefore, compensation information is provided for him with respect to 2023 and 2024 only. (g)Mr. Chan was appointed EVP & CIO effective January 16, 2024. Mr. Chan first qualified as an NEO for 2024, and, therefore, compensation information is provided for him with respect to 2024 only. As previously announced, Mr. Chan will cease serving as our EVP and CIO, effective April 18, 2025. (h)Mr. Brown retired from the position of President & CEO on January 16, 2024. He remained with the Company as an executive advisor through June 6, 2024. (i)Mr. Melone was appointed Interim President & CEO effective January 16, 2024. Mr. Melone first qualified as an NEO for 2024, and, therefore, compensation information is provided for him with respect to 2024 only. Mr. Melone served as our Interim President & CEO from January 17, 2024 to April 11, 2024 and as Special Advisor from April 12, 2024 through May 31, 2024. Mr. Melone was not eligible to participate in the Company's 2024 AIP in his capacity as Interim President & CEO or as Special Advisor. The amount reported under the All Other Compensation is attributable to the amounts earned in 2024 for his service as a non-employee director prior to and following his service as Interim President & CEO and as Special Advisor.

  74. Summary Compensation Table

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  75. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table and the footnotes thereto provide information regarding grants of plan-based equity and non-equity awards made to the NEOs during 2024:

  76. Grants of Plan-Based Awards in 2024

    | 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 Awards ($)(d) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Steven J. Moskowitz | — | 568,033 | 1,136,066 | 1,988,115 | — | — | — | — | — | | | 4/11/24(e) | — | — | — | — | — | — | 23,664 | 2,297,301 | | | 4/11/24 | — | — | — | — | — | — | 48,511 | 4,709,448 | | | 4/11/24(f) | — | — | — | 18,191 | 36,383 | 72,766 | — | 4,027,598 | | | 4/11/24(g) | — | — | — | 27,287 | 36,383 | 72,766 | — | 3,532,062 | | Daniel K. Schlanger | — | 320,000 | 640,000 | 1,120,000 | — | — | — | — | — | | | 1/23/24(h) | — | — | — | — | — | — | 21,085 | 2,276,126 | | | 2/21/24 | — | — | — | — | — | — | 15,352 | 1,653,257 | | | 2/21/24(f) | — | — | — | 5,757 | 11,514 | 23,028 | — | 1,372,354 | | | 2/21/24(g) | — | — | — | 8,635 | 11,514 | 23,028 | — | 1,239,943 | | Christopher D. Levendos | — | 300,000 | 600,000 | 1,050,000 | — | — | — | — | — | | | 2/21/24 | — | — | — | — | — | — | 16,189 | 1,743,393 | | | 2/21/24(f) | — | — | — | 6,071 | 12,142 | 24,284 | — | 1,447,205 | | | 2/21/24(g) | — | — | — | 9,106 | 12,142 | 24,284 | — | 1,307,572 | | Edward B. Adams, Jr. | — | 257,500 | 515,000 | 901,250 | — | — | — | — | — | | | 2/21/24 | — | — | — | — | — | — | 10,793 | 1,162,298 | | | 2/21/24(f) | — | — | — | 4,047 | 8,095 | 16,190 | — | 964,843 | | | 2/21/24(g) | — | — | — | 6,071 | 8,095 | 16,190 | — | 871,751 | | Edmond Chan | — | 262,500 | 525,000 | 918,750 | — | — | — | — | — | | | 1/16/24(i) | — | — | — | — | — | — | 13,534 | 1,499,973 | | | 2/21/24 | — | — | — | — | — | — | 14,886 | 1,603,073 | | | 2/21/24(f) | — | — | — | 5,582 | 11,165 | 22,330 | — | 1,330,756 | | | 2/21/24(g) | — | — | — | 8,373 | 11,165 | 22,330 | — | 1,202,359 | | Jay A. Brown | —(j) | — | — | — | — | — | — | — | — | | | —(k) | — | — | — | — | — | — | — | — | | Anthony J. Melone | —(j) | — | — | — | — | — | — | — | — | | | 1/16/24(l) | — | — | — | — | — | — | 39,068 | 4,329,906 | | Michael J. Kavanagh | — | 325,000 | 650,000 | 1,137,500 | — | — | — | — | — | | | 2/21/24 | — | — | — | — | — | — | 14,886 | 1,603,073 | | | 2/21/24(f) | — | — | — | 5,582 | 11,165 | 22,330 | — | 1,330,756 | | | 2/21/24(g) | — | — | — | 8,373 | 11,165 | 22,330 | — | 1,202,359 |

  77. Grants of Plan-Based Awards in 2024

    (a)Represents the estimated payouts that the NEOs could earn under the AIP as described in the Compensation Discussion and Analysis above. The annual incentive opportunities for each NEO, calculated as a percentage of the NEO's base salary, are provided above in "IV. Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Elements—Short-Term Incentives—Annual Incentives." For Mr. Moskowitz, such amounts are shown on a prorated basis, reflective of his partial year participation in the 2024 AIP. 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 "IV. Executive Compensation—Summary Compensation Table." (b)The grant listed for each NEO represents the Performance RSU component of the 2024 annual RSUs. All such grants were made pursuant to the 2022 LTIP. Details regarding vesting parameters generally applicable to these RSUs are provided above in "IV. Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Elements—Long-Term Incentives."

  78. Grants of Plan-Based Awards in 2024

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  79. Grants of Plan-Based Awards in 2024

    (c)The grant listed for each NEO represents the Time RSU component of the 2024 annual RSUs. All such grants were made pursuant to the 2022 LTIP. Details regarding vesting parameters generally applicable to these RSUs are provided above in "IV. Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Elements—Long-Term Incentives." (d)Represents the grant date fair value of the RSUs granted to the NEOs in 2024 calculated in accordance with ASC 718, the aggregate of which is included above in the "Stock Awards" column of the table at "IV. Executive Compensation—Summary Compensation Table." Generally, the grant date fair value is the amount we would expense in our financial statements over the award's vesting schedule. For information on the valuation assumptions utilized for accounting purposes, see notes 2 and 11 to the consolidated financial statements in our 2024 Form 10-K. (e)Represents new hire RSUs granted to Mr. Moskowitz in connection with appointment as our President & CEO on April 11, 2024. Such RSUs vest 50% on April 11th of each of 2025 and 2026, subject to Mr. Moskowitz's continued employment through each applicable vesting date. (f)The grant listed for each NEO represents the Relative TSR Performance RSUs. (g)The grant listed for each NEO represents the Average ROIC Performance RSUs. (h)Represents Time RSUs granted to Mr. Schlanger in connection with the Board's decision to continue retaining him as EVP & CFO to serve beyond his previously announced termination date of March 31, 2024. Such RSUs vested as to 11,486 units on September 30, 2024 and 9,599 units on December 31, 2024. (i)Represents new hire RSUs granted to Mr. Chan in connection with his commencement of employment on January 16, 2024. Such RSUs vest as to approximately 16.7%, 16.6%, 33.3% and 33.4% on April 10, 2024, January 10, 2025, January 10, 2026 and January 10, 2027, respectively. (j)Messrs. Brown and Melone were not eligible to participate in the Company's 2024 AIP. (k)Mr. Brown was not awarded LTIs in 2024, as he had provided the Company with notice on January 16, 2024 of his planned retirement under the ESSP. (l)Represents the Interim RSU Grant granted to Mr. Melone in connection with his appointment as Interim President & CEO on January 16, 2024. Such RSUs were to vest on the earlier of (i) January 16, 2025; or (ii) Mr. Melone's termination of employment without cause, including termination in connection with the Board's appointment of a successor. Such RSUs vested on May 31, 2024, in connection with Mr. Melone's termination of employment following the Board's appointment of Mr. Moskowitz as his successor.

  80. Grants of Plan-Based Awards in 2024

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  81. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table and footnotes related thereto provide information regarding equity-based awards outstanding as of December 31, 2024 for each NEO. As of December 31, 2024 and the Record Date, none of the NEOs had any outstanding stock options.

  82. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(c) | Equity Incentive Awards: Market or Payout Plan Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(b) | | Steven J. Moskowitz | 4/11/2024 | 23,664(d) | 2,147,745 | — | — | | | 4/11/2024 | 48,511(e) | 4,402,858 | — | — | | | 4/11/2024 | — | — | 36,383(h) | 3,302,121 | | | 4/11/2024 | — | — | 36,383(i) | 3,302,121 | | Daniel K. Schlanger | 2/17/2022 | 2,428(e) | 220,365 | — | — | | | 2/17/2022 | 0(f) | 0 | — | — | | | 2/17/2022 | 0(g) | 0 | — | — | | | 2/22/2023 | 7,171(e) | 650,840 | — | — | | | 2/22/2023 | — | — | 10,193(h) | 925,117 | | | 2/22/2023 | — | — | 11,916(j) | 1,081,496 | | | 2/21/2024 | 15,352(e) | 1,393,348 | — | — | | | 2/21/2024 | — | — | 11,514(h) | 1,045,011 | | | 2/21/2024 | — | — | 11,514(i) | 1,045,011 | | Christopher D. Levendos | 2/17/2022 | 2,678(e) | 243,055 | — | — | | | 2/17/2022 | 0(f) | 0 | — | — | | | 2/17/2022 | 0(g) | 0 | — | — | | | 2/22/2023 | 7,823(e) | 710,015 | — | — | | | 2/22/2023 | — | — | 11,120(h) | 1,009,251 | | | 2/22/2023 | — | — | 12,999(j) | 1,179,789 | | | 2/21/2024 | 16,189(e) | 1,469,314 | — | — | | | 2/21/2024 | — | — | 12,142(h) | 1,102,008 | | | 2/21/2024 | — | — | 12,142(i) | 1,102,008 | | Edward B. Adams, Jr. | 2/17/2022 | 491(e) | 44,563 | — | — | | | 2/17/2022 | 0(f) | 0 | — | — | | | 2/17/2022 | 0(g) | 0 | — | — | | | 2/21/2023 | 4,879(k) | 442,818 | — | — | | | 2/22/2023 | 4,868(e) | 441,820 | — | — | | | 2/22/2023 | — | — | 6,919(h) | 627,968 | | | 2/22/2023 | — | — | 8,088(j) | 734,067 | | | 2/21/2024 | 10,793(e) | 979,573 | — | — | | | 2/21/2024 | — | — | 8,095(h) | 734,702 | | | 2/21/2024 | — | — | 8,095(i) | 734,702 |

  83. Outstanding Equity Awards at 2024 Fiscal Year-End

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  84. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(c) | Equity Incentive Awards: Market or Payout Plan Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(b) | | Edmond Chan | 1/16/2024 | 11,274(l) | 1,023,212 | — | — | | | 2/21/2024 | 14,886(e) | 1,351,053 | — | — | | | 2/21/2024 | — | — | 11,165(h) | 1,013,335 | | | 2/21/2024 | — | — | 11,165(i) | 1,013,335 | | Jay A. Brown | 2/17/2022 | 8,213(e) | 745,412 | — | — | | | 2/17/2022 | 0(f) | 0 | — | — | | | 2/17/2022 | 0(g) | 0 | — | — | | | 2/22/2023 | 22,600(e) | 2,051,176 | — | — | | | 2/22/2023 | — | — | 32,125(h) | 2,915,665 | | | 2/22/2023 | — | — | 37,554(i) | 3,408,401 | | Anthony J. Melone(m) | — | — | — | — | — | | Michael J. Kavanagh | 2/17/2022 | 2,428(e) | 220,365 | — | — | | | 2/17/2022 | 0(f) | 0 | — | — | | | 2/17/2022 | 0(g) | 0 | — | — | | | 2/22/2023 | 6,606(e) | 599,561 | — | — | | | 2/22/2023 | — | — | 9,390(h) | 852,236 | | | 2/22/2023 | — | — | 10,977(j) | 996,273 | | | 2/21/2024 | 14,886(e) | 1,351,053 | — | — | | | 2/21/2024 | — | — | 11,165(h) | 1,013,335 | | | 2/21/2024 | — | — | 11,165(i) | 1,013,335 |

  85. Outstanding Equity Awards at 2024 Fiscal Year-End

    (a)Represents the number of units of the outstanding and unvested portion of RSUs subject solely to service-based vesting conditions, including the number of shares underlying 2022 Performance RSUs, if any, that were earned at the end of the applicable performance period but remained outstanding as of the fiscal year ended December 31, 2024. (b)Represents the market value of the outstanding and unvested RSUs, based on the closing market price of our Common Stock ($90.76) as of December 31, 2024 (the last trading day prior to our fiscal year end). (c)Represents outstanding, unvested and unearned Performance RSUs, based on the target number of units granted. (d)Represents the outstanding and unvested portion of New Hire RSUs granted to Mr. Moskowitz in connection with his commencement of employment. Such New Hire RSUs vest 50% on April 11th of each of 2025 and 2026, subject to Mr. Moskowitz's continued employment through each applicable vesting date. Mr. Moskowitz ceased to serve as our President & CEO effective March 23, 2025; however, the vesting of his New Hire RSUs continues subject to the terms of the Moskowitz Severance Agreement. (e)Represents the outstanding and unvested Time RSU portion of the annual RSUs granted to each of the NEOs. Time RSUs vest in three approximately equal annual installments on the anniversary of the applicable grant date. (f)Represents shares underlying the Relative TSR Performance RSUs granted to certain of the NEOs in 2022 that were earned at the end of the three-year performance period. Since the performance level for such units was below the threshold, all Relative TSR Performance RSUs granted in 2022 were forfeited on February 19, 2025. (g)Represents shares underlying the Absolute TSR Performance RSUs granted to certain of the NEOs in 2022 that were earned at the end of the three-year performance period. Since the performance level for such units was below the threshold, all Absolute TSR Performance RSUs granted in 2022 were forfeited on February 19, 2025. (h)Represents the outstanding and unvested portion of the Relative TSR Performance RSUs granted to certain of the NEOs in 2024 and 2023. (i)Represents the outstanding and unvested portion of the Average ROIC Performance RSUs granted to certain of the NEOs in 2024. (j)Represents the outstanding and unvested portion of Absolute TSR Performance RSUs granted to certain of the NEOs in 2023. (k)Represents the outstanding and unvested portion of Time RSUs granted to Mr. Adams in 2023 in connection with his promotion to EVP and General Counsel. Such Time RSUs vest in three approximately equal annual installments beginning on February 10 of each year following the year of grant. (l)Represents the outstanding and unvested portion of New Hire RSUs granted to Mr. Chan in 2024. Such New Hire RSUs vest as to approximately 16.7 %, 16.6%, 33.3% and 33.4% on April 10, 2024, January 10, 2025, January 10, 2026 and January 10, 2027, respectively. Mr. Chan will cease

  86. Outstanding Equity Awards at 2024 Fiscal Year-End

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  87. Outstanding Equity Awards at 2024 Fiscal Year-End

    to serve as our EVP and CIO effective April 18, 2025; however, the vesting of his New Hire RSUs will continue subject to the terms of his Severance Agreement. (m)Mr. Melone had no outstanding and unvested awards as of December 31, 2024, as the Interim RSU Grant awarded to him in connection with his appointment as Interim President & CEO vested on May 31, 2024.

  88. Outstanding Equity Awards at 2024 Fiscal Year-End

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  89. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides the amount realized during 2024 by each NEO upon the vesting of RSUs. No options were exercised by any of the NEOs in 2024, and as of December 31, 2024 and the Record Date, none of the NEOs held any outstanding stock options.

  90. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($)(b) | | Steven J. Moskowitz | 0 | 0 | | Daniel K. Schlanger | 29,291 | 3,089,234 | | Christopher D. Levendos | 8,358 | 904,503 | | Edward B. Adams, Jr. | 5,956 | 646,610 | | Edmond Chan | 2,260 | 230,520 | | Jay A. Brown | 26,586 | 2,877,137 | | Anthony J. Melone | 39,068 | 3,892,345 | | Michael J. Kavanagh | 7,712 | 834,593 |

  91. Option Exercises and Stock Vested in 2024

    (a)For each of the NEOs, excluding Messrs. Moskowitz, Chan, and Melone, the amounts presented include approximately one-third of the 2021, 2022, and 2023 Time RSU grants. The amounts for Messrs. Schlanger, Adams, Chan, and Melone also include the vesting of RSUs granted outside of the annual LTI award cycle. (b)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 $108.22 per unit for all grants, except as detailed below: •Time RSUs previously granted to Mr. Schlanger in connection with the Board's decision to continue retaining him as EVP and CFO beyond his previously announced termination date of March 31, 2024 vested on September 10, 2024 and December 31, 2024, at which times the closing market price of our Common Stock was $116.61 and $89.78, respectively; •Time RSUs previously granted to Mr. Adams in connection with his promotion to SVP—Legal in September 2021 and to EVP & General Counsel in February 2023 vested on February 10, 2024 and September 10, 2024, respectively, at which times the closing market price of our Common Stock was $108.40 and $117.54, respectively; •New Hire RSUs granted to Mr. Chan in connection with his appointment as EVP & CIO vested on April 10, 2024, at which time the closing market price of our Common Stock was $102.00; and •Interim RSU Grant awarded to Mr. Melone in connection with his appointment as Interim President & CEO vested on May 31, 2024, at which time the closing market price of our Common Stock was $99.63.

  92. Option Exercises and Stock Vested in 2024

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  93. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment

  94. CEO Pay Ratio

    CEO Pay Ratio In accordance with the Dodd-Frank Act and Item 402(u) of Regulation S-K promulgated thereunder and the related SEC guidance ("Pay Ratio Rules"), we are providing the following information about the relationship of the annual total compensation of our median employee to the annual total compensation of our CEO. Pursuant to the Pay Ratio Rules, in the event a company has multiple individuals serving as CEO during the applicable fiscal year, it is permissible to calculate the CEO pay ratio based on the annualized compensation of the individual serving as the CEO on the median employee identification date. As noted above, Mr. Moskowitz was appointed our President and CEO effective April 11, 2024 and served in such capacity through December 31, 2024, the date on which we identified our median employee for purposes of calculating the CEO pay ratio for 2024. As such, for purposes of the CEO pay ratio calculation, given that Mr. Moskowitz did not commence employment until April 11, 2024, we annualized certain elements of his compensation, including base salary and the value of health and welfare insurance premiums. We believe that the pay ratio disclosed below is a reasonable estimate calculated in a manner consistent with the Pay Ratio Rules. Due to estimates and assumptions permitted under the Pay Ratio Rules, our pay ratio disclosure may not be comparable to the pay ratio disclosure presented by other companies.

  95. CEO Pay Ratio

    | Year | CEO Annual Total Compensation | Median Employee Annual Total Compensation | Pay Ratio | | 2024 | $17,188,343 | $160,310 | 107:1 |

  96. CEO Pay Ratio Methodology

    CEO Pay Ratio Methodology As a result of a significant change to our employee population primarily related to reductions in our workforce resulting from the Company's previously announced restructuring plans in July 2023 and June 2024 that we believe would significantly impact the CEO pay ratio, for 2024, we identified a new median employee for purposes of calculating the pay ratio disclosure. For purposes of identifying our median employee in 2024, we took the following steps: •We determined that as of December 31, 2024 ("Determination Date"), our employee population, excluding our CEO, consisted of approximately 3,950 employees, including full-time and part-time employees. No employees were excluded on the basis of geography. •For each employee, we calculated on a consistent basis (a) the base salary in effect as of the Determination Date, (b) the annual incentive paid with respect to fiscal year 2024, (c) commissions paid during fiscal year 2024 and (d) the grant date fair value of RSUs granted during fiscal year 2024 (calculated in accordance with ASC 718). For each employee, the sum of these components of compensation was then analyzed and sorted to identify the median employee. Once the median employee was identified, the median employee's annualized total compensation shown in the chart above was calculated using the same methodology that we used to calculate the CEO's annual total compensation as reported in the Summary Compensation Table (see "IV. Executive Compensation—Summary Compensation Table") and to annualize Mr. Moskowitz's compensation for 2024.

  97. CEO Pay Ratio Methodology

    | CROWN CASTLE INC. | | 2025 PROXY STATEMENT |

  98. Pay Versus Performance

    Pay Versus Performance The following Pay Versus Performance Table sets forth certain compensation information, including compensation actually paid ("CAP") as calculated in accordance with Item 402(v) of Regulation S-K, of our PEO and the average compensation of all other NEOs as a group for 2024, 2023, 2022, 2021 and 2020. CAP amounts do not reflect the actual amount of compensation earned by or paid to the executives covered by the disclosure during the years shown below. Additional details regarding the CAP calculation are provided in the CAP Reconciliation Tables below.

  99. Pay Versus Performance Table

    Pay Versus Performance Table

  100. Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for PEO to Brown ($) | CAP to PEO to Brown (b)($) | Summary Compensation Table Total for PEO to Melone ($) | CAP to PEO to Melone (b)($) | Summary Compensation Table Total for PEO to Moskowitz ($) | CAP to PEO to Moskowitz (b)($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs (b)($) | Value of Initial Fixed $100 Investment Based On (c): | | Net Income (in millions) ($) | AFFO Per Share (e)($) | | | | | | | | | | | TSR ($) | Peer Group TSR (d)($) | | | | 2024 | 530,524 | (4,626,095) | 5,661,834 | 5,285,414 | 16,441,775 | 14,593,917 | 6,018,026 | 3,892,408 | 78.94 | 117.56 | (3,903) | 6.98 | | 2023 | 14,676,171 | 6,046,842 | N/A | N/A | N/A | N/A | 4,953,286 | 1,950,170 | 94.54 | 112.04 | 1,502 | 7.55 | | 2022 | 12,450,777 | (23,064,859) | N/A | N/A | N/A | N/A | 4,159,022 | (3,640,624) | 105.39 | 100.62 | 1,675 | 7.38 | | 2021 | 14,553,510 | 40,841,701 | N/A | N/A | N/A | N/A | 4,453,786 | 11,341,359 | 156.16 | 134.06 | 1,096 | 6.95 | | 2020 | 17,999,135 | 30,135,430 | N/A | N/A | N/A | N/A | 5,521,035 | 9,232,300 | 115.61 | 94.88 | 1,056 | 6.78 |

  101. Pay Versus Performance Table

    (a)The PEO for 2023, 2022, 2021 and 2020 was Jay A. Brown and the PEOs for 2024 were Jay A. Brown, Anthony J. Melone and Steven J. Moskowitz. The non-PEO NEOs for the applicable years were as follows: • 2024: Daniel K. Schlanger, Christopher D. Levendos, Edward B. Adams, Jr., Edmond Chan and Michael J. Kavanagh. • 2023: Daniel K. Schlanger, Christopher D. Levendos, Michael J. Kavanagh, Edward B. Adams, Jr. and Catherine Piche. • 2022: Daniel K. Schlanger, Michael J. Kavanagh, Christopher D. Levendos and Catherine Piche. • 2021: Daniel K. Schlanger, Michael J. Kavanagh, Kenneth J. Simon, Christopher D. Levendos and Robert C. Ackerman. • 2020: Daniel K. Schlanger, Robert C. Ackerman, Kenneth J. Simon, Christopher D. Levendos and James D. Young. (b)See CAP Reconciliation Tables below for information on adjustments made to the applicable total compensation disclosed in the Summary Compensation Table. (c)Assumes an initial investment of $100.00 on December 31, 2019 and dividend reinvestment. (d)The peer group used for purposes of this disclosure in each covered year is the FTSE NAREIT All Equity REITs Index. (e)The Company has selected "AFFO per share" as the company-selected measure for purposes of this disclosure. We define AFFO per share as AFFO divided by diluted weighted-average common shares outstanding. We define AFFO as Funds from Operations ("FFO") before straight-lined revenues, straight-lined expenses, stock-based compensation expense, net, non-cash portion of tax provision, non-real estate related depreciation, amortization and accretion, amortization of non-cash interest expense, other (income) expense, (gains) losses on retirement of long-term obligations, net (gain) loss on interest rate swaps, (gains) losses on foreign currency swaps, impairment of available-for-sale securities, acquisition and integration costs, restructuring charges (credits), cumulative effect of a change in accounting principle and adjustments for noncontrolling interests, less sustaining capital expenditures. We define FFO as net income (loss) plus real estate related depreciation, amortization and accretion, asset write-down charges, goodwill impairment charges, and net (income) loss from discontinued operations, less noncontrolling interest and cash paid for preferred stock dividends (in periods where applicable), and is a measure of funds from operations attributable to the Company's common stockholders.