Anthony Melone

About Anthony J. Melone

Anthony J. Melone (age 64) has served on Crown Castle’s Board since 2015 and is currently Audit Committee Chair and a member of the Fiber Review Committee . He holds a B.S. from Villanova University and an M.S.E. from the University of Pennsylvania, and previously served as Verizon’s EVP & CTO, leading the transition from 3G to 4G and national network expansions . In 2024, he served as Crown Castle’s Interim President & CEO (Jan–Apr) and Special Advisor (Apr–May) before returning to his independent director role .

Past Roles

External Roles

Board Governance

• Committee assignments:
  • Audit Committee Chair
  • Fiber Review Committee member
• Independence: Board determined all director nominees standing for election, including Melone, are independent under NYSE standards .
• Meetings and engagement:
  • Board held 22 meetings in 2024 (7 regular, 15 special); each incumbent director attended ≥75% of aggregate Board and committee meetings .
  • Non-management directors meet in executive session at each regular Board meeting; at least one executive session per year with only independent directors .
• Audit Committee composition and expertise:
  • Audit Committee members: Melone (Chair), Jones, Motlagh, Singer, Stephens .
  • Board designated Jones, Motlagh, and Singer as “audit committee financial experts” per SEC rules; all current members are independent and financially literate .

Fixed Compensation

• Director pay: Did not receive director compensation while serving as Interim CEO and Special Advisor; eligible as a director before and after those periods, with board compensation shown in executive tables rather than the director table (blank in Director Compensation Table) .

Performance Compensation

Performance metric framework (company-wide context relevant for governance oversight):

• 2025 AIP: Adjusted EBITDA weight increased to 70%; organic revenue growth introduced at 30%; AFFO/share removed from AIP to prioritize profitability and revenue growth .
• LTI design:
  • 2024: Replaced Absolute TSR with Average ROIC for performance-based RSUs; 60% performance RSUs / 40% time RSUs mix .
  • 2025: Introduced three-year cumulative AFFO/share (50%) and Average ROIC (50%) as LTI performance measures; Relative TSR used as +/-15% modifier vs S&P 500 REITs and S&P 500 .

Other Directorships & Interlocks

Expertise & Qualifications

• Wireless/Telecom industry leadership; deep customer and infrastructure domain knowledge from Verizon roles managing extensive tower and cell site assets .
• Technology operations; regulatory compliance and platform integration experience supporting M&A and network reliability .
• Strategic planning and capital program oversight for national network investments .
• Finance, operations, risk management, HR/compensation, corporate governance/ethics; public company executive and board experience .

Equity Ownership

Governance Assessment

• Independence and role transitions: The Board affirmed Melone’s independence under NYSE standards despite his 2024 interim executive stint; he now chairs Audit and sits on Fiber Review, signaling continued governance involvement post-transition .
• Audit oversight: Audit Committee met 10 times in 2024 and reported on auditor independence and financial statement inclusion; Committee includes designated “financial experts” (Jones, Motlagh, Singer); Melone leads as Chair, with all members financially literate .
• Compensation governance safeguards: Company maintains clawback and legacy recoupment policies; no excise tax gross-ups in severance agreements; Melone did not have a severance agreement—his interim RSUs vested per appointment-specific terms .
• Attendance and engagement: Board held 22 meetings; all incumbents met ≥75% attendance; directors attend annual meeting; regular executive sessions of non-management and independent directors indicate active oversight .
• Conflicts/related-party review: Formal policies and NESG Committee review of related-party transactions; no related-party transactions or Section 16 delinquencies disclosed for Melone in 2024 .

RED FLAGS: None disclosed specific to Melone. Note that while the Audit Committee has multiple SEC-defined “financial experts,” the proxy identifies Jones, Motlagh, and Singer (not the Chair) as designated experts, though all members are financially literate and independent . Anti-hedging/pledging and clawback frameworks mitigate alignment risks .

Director Compensation (structure context)

• Melone did not receive the 2024 Annual Equity Grant and did not receive director cash compensation during his interim executive and Special Advisor service; his compensation for director service is reported within executive compensation tables .

Related Party Transactions & Policies

• NESG Committee reviews any related party transactions; directors must disclose potential conflicts; the Ethics Policy requires avoidance and reporting of conflicts; no Melone-specific related party transactions disclosed .

Say-on-Pay & Shareholder Feedback (context)

• 2024 say-on-pay approval ~95%; 5-year average 96% .

Appendix: Key Tables Referenced (for governance analysis)

• Audit Committee report and composition .
• Beneficial ownership table (Melone: 36,175 shares; <1%) .
• Option exercises and stock vested (Melone: 39,068 shares; $3,892,345 value at vest) .
• Executive compensation summary (Melone: 2024 total $5,661,834; salary $1,210,846; stock awards $4,329,906; other $121,082) .
• AIP/LTI metric changes and 2025 design .