Andrea Goldsmith
About Andrea J. Goldsmith
Andrea J. Goldsmith, age 60, has served on Crown Castle’s Board since 2018. She is Dean of Engineering and Applied Science at Princeton University and an accomplished wireless communications engineer, with B.S., M.S., and Ph.D. degrees from the University of California, Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Princeton University | Dean of Engineering and Applied Science; Arthur LeGrand Doty Professor | 2020–present | Strategic planning/oversight for engineering school |
| Stanford University | Stephen Harris Professor; Professor; Associate/Assistant Professor | 1999–2020 | Budget Group and Committee on Research involvement (oversight, cybersecurity/data privacy adoption experience) |
| Plume WiFi (Accelera, Inc.) | Co-founder, Chief Technology Officer | 2010–2014 | Wireless technology commercialization |
| Quantenna Communications, Inc. | Co-founder, Chief Technology Officer | 2005–2009 | Wi‑Fi chip/software; company later acquired by ON Semiconductor in 2019 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intel Corporation (NASDAQ: INTC) | Director | Since 2021 | Public company board; technology oversight and M&A experience |
| Medtronic plc (NYSE: MDT) | Director | Since 2019 | Public company board; cybersecurity/data privacy oversight |
| U.S. President’s Council of Advisors on Science and Technology (PCAST) | Member | 2021–2025 | National S&T advisory body |
Board Governance
- Committee assignments: Compensation and Human Capital Committee (member) .
- Independence: The Board determined all nominees standing for election, including Goldsmith, are independent under NYSE standards .
- Attendance: In 2024 the Board held 22 meetings; each incumbent director attended at least 75% of Board and relevant committee meetings. The CHC Committee met 8 times .
- Board leadership and sessions: Separate independent Chair; regular executive sessions of non‑management and of independent directors .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Board Retainer | 85,000 | Standard non‑employee director cash retainer |
| Committee Chair Retainer | 10,000 | Chair retainer earned in 2024 (see program rates) |
| CHC Committee Member Retainer | 6,250 | Member retainer (paid per quarters served) |
| NESG Committee Member Retainer | 5,000 | Member retainer (paid per quarters served) |
| Total Cash Compensation | 106,250 | Sum of board and committee retainers |
| Annual Equity Grant (unrestricted common stock) | 229,918 | 2,135 shares at $107.69 closing price on Feb 21, 2024; program level $230,000 for non‑employee directors |
| Total Director Compensation | 336,168 | Cash + stock; no meeting fees |
Program context for committee retainers (annual levels): Audit Chair $30,000 / Member $15,000; CHC Chair $25,000 / Member $12,500; NESG Chair $20,000 / Member $10,000; Finance Chair $20,000 / Member $10,000; Fiber Review Chair $25,000 / Member $12,500; CEO Search Chair $20,000 / Member $10,000; Strategy (dissolved) Chair $20,000 / Member $10,000 .
Performance Compensation
| Element | Structure | Metrics | Vesting/Terms |
|---|---|---|---|
| Director equity | Unrestricted common stock annual grant | None (no TSR/financial/ESG metrics for directors) | Granted following first regular Board meeting; valued at program level ($230,000; $380,000 for Board Chair) |
The Board’s non‑employee director program emphasizes ownership alignment via unrestricted shares; no options, PSUs, or performance‑conditioned awards are disclosed for directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Intel Corporation | Director | Technology supplier exposure generally; no CCI‑specific related‑party transaction disclosed in proxy |
| Medtronic plc | Director | Healthcare devices; unrelated to CCI’s REIT communications infrastructure; no related‑party transaction disclosed in proxy |
- Director time commitments policy: limits service to four public company boards (including CCI); audit committee load monitored; all directors comply with commitment levels per latest review .
Expertise & Qualifications
- Technology and wireless communications: Foundational work on performance limits of wireless systems; expertise spanning 5G, IoT, and smart grid; 38 patents; authored/co‑authored four books .
- Cybersecurity and data privacy oversight: Board and university committee experience overseeing adoption of cyber/data privacy protocols .
- Strategic planning/M&A oversight: Executive leadership at Princeton; M&A oversight experience through Intel and Medtronic board service .
- Academia: Three decades in EE & applied science at Stanford and Princeton .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Andrea J. Goldsmith | 12,916 | <1% | Includes shares counted per SEC rules; no pledge disclosure noted in proxy |
- Director stock ownership guideline: Non‑employee directors should establish and maintain, by the fifth anniversary of appointment, ownership equal to three times the Annual Equity Grant (currently $230,000) .
- Compliance status with guideline: Not specifically disclosed for individual directors .
- Delinquent Section 16 filings: Goldsmith not listed among delinquent filers for 2024 .
Governance Assessment
- Alignment and independence: Independent director with deep technical domain expertise relevant to CCI’s communications infrastructure; serves on the CHC Committee, which has independent membership and no committee interlocks or insider participation disclosed in 2024 .
- Engagement: Board met 22 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; CHC met 8 times—indicative of active compensation oversight in a year of leadership and strategic review activity .
- Ownership alignment: Strong equity component in director pay (unrestricted shares) plus formal ownership/retention guidelines; Goldsmith’s 2024 mix skews toward equity ($229,918 vs. $106,250 cash), supporting “skin‑in‑the‑game” for oversight .
- Conflicts/related party transactions: Proxy outlines robust related‑party review; no related‑party transactions identified involving Goldsmith in the 2025 proxy .
- RED FLAGS: None evident related to attendance, pledging, hedging, or related‑party exposure for Goldsmith based on the latest proxy. Ongoing monitoring appropriate given multiple external boards, but CCI’s time‑commitment policy review affirms compliance across directors .