CROWN CASTLE INC.

CHIEF EXECUTIVE OFFICER SEARCH COMMITTEE CHARTER

(Amended as of March 3, 2024)

The Board of Directors ("Board") of Crown Castle Inc. ("Company") has established the Chief Executive Officer Search Committee of the Board ("Committee").

Purpose

The purpose of the Committee is to conduct a search to identify candidates for and assist the Board in selecting the Company's next chief executive officer and president.

This Chief Executive Officer Search Committee Charter ("Charter") and the Committee shall be maintained and act, consistent with the terms of that certain Cooperation Agreement, dated as of December 19, 2023 ("Cooperation Agreement"), by and among Elliott Investment Management L.P., Elliott Associates, L.P., and Elliott International, L.P., and the Company.

Composition

The Committee shall initially consist of four members, who shall be Tammy K. Jones, P. Robert Bartolo, Kevin T. Kabat (or, if any such director ceases for any reason to be a member of the Committee, such replacement director as shall be appointed by the Board in accordance with the Company's By-laws, as may be restated and amended from time to time ("By-laws")), and Jason Genrich. Tammy K. Jones will serve as the initial Chair of the Committee. From and after the initial formation of the Committee, the size of the Committee shall be determined by the Board. The process for selecting replacements for any New Investor Director (as defined in the Cooperation Agreement) is subject to the terms of the Cooperation Agreement.

Authority and Responsibilities

The Committee is delegated all authority of the Board as may be required or advisable to fulfill the purpose of the Committee. The Committee may form and delegate some or all of its authority to subcommittees as and when it deems appropriate. Without limiting the generality of the preceding statements, the Committee shall have authority to do or take the following actions:

  • 1. conduct a search to identify candidates for and assist the Board in selecting the Company's next chief executive officer and president;

  • 2. recommend candidates to the Board for consideration by the Board for appointment to the position of chief executive officer and president of the Company;

  • 3. retain, obtain the advice of, and terminate one or more consultants (including executive recruiting consultants), legal counsel, experts or other advisors to assist the Committee in carrying out its duties, authority and responsibilities;

  • 4. request any information it requires from directors, officers, employees and advisors of the Company;

  • 5. regularly report the Committee's activities to the Board; and

  • 6. perform such other duties and functions as the Board may from time to time determine.

The Company shall pay all fees and expenses incurred by the Committee in discharging its authority and responsibilities.

Procedural Matters

A majority of the members, but not less than two, will constitute a quorum. A majority of the members present at any meeting at which a quorum is present may act on behalf of the Committee. Regular meetings of the Committee shall be held at such times as determined by resolution of the Board or the Committee. A special meeting of the Committee may be called by resolution of the Board or upon the request of the chairperson or a majority of the members of the Committee. The Chair will preside, when present, at all meetings of the Committee. The Committee may meet in person, by telephone or video conference or in any other manner permitted under the By-laws. The Committee may also act by unanimous written consent in lieu of a meeting.

Meetings may, at the discretion of the Committee, include members of the Company's management, independent consultants, and such other persons as the Committee or its chairperson may determine. The Committee may hold executive sessions at which no members of management of the Company are present. The Committee may make recommendations to the Board or the independent directors of the Board with respect to matters covered by this Charter and other matters as the Committee may deem necessary or appropriate. The Committee may determine additional rules and procedures, including designation of a chairperson pro tempore in the absence of the chairperson, at any meeting thereof.

Legal Compliance

This Charter and the composition and authorized actions of the Committee are intended to, and shall be construed to, comply with applicable state and federal laws, any applicable rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission and the By-laws.

Review of Charter

Periodically, as it deems necessary or appropriate, the Committee shall review and reassess this Charter. Any proposed changes shall be submitted to the Nominating, Environmental, Social and Governance Committee of the Board for its consideration and submission to the Board.

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Disclaimer

Crown Castle International Corporation published this content on 03 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2024 16:41:02 UTC.