Catherine Piche
About Catherine Piche
Executive Vice President and Chief Operating Officer—Towers at Crown Castle (rejoined October 28, 2024). She previously held the same role (Sept 2021–Sept 2023), served as COO–International at Phoenix Tower International (Oct 2023–Sept 2024), and earlier led multiple operating roles at Crown Castle, American Tower, Sprint, and AT&T. Age 54; BA in Economics (Michigan State) and MS in Urban Planning and Architecture (University of Michigan). Tenure in current role since Oct 28, 2024; 25+ years industry experience. Company performance context: 2024 Adjusted EBITDA and AFFO/share results drove a 106.53% AIP payout; revenues and EBITDA modestly declined year over year.
Company performance (context for pay-for-performance):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $6,532,000,000* | $6,358,000,000* |
| EBITDA ($USD) | $4,197,000,000* | $3,973,000,000* |
Values retrieved from S&P Global.
Note: 2024 AIP outcomes were driven by Adjusted EBITDA of $4.161B (99.52% of target) and AFFO/share of $6.98 (113.54% of target), for total payout 106.53% of target.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crown Castle | EVP & COO—Towers (current) | Oct 28, 2024–present | Rejoined to lead tower operations; return timed with leadership transition and focus on profitability. |
| Phoenix Tower International | COO—International | Oct 2023–Sept 2024 | Brought international operating perspective back to CCI’s tower ops. |
| Crown Castle | EVP & COO—Towers (prior) | Sept 2021–Sept 2023 | Led U.S. tower operations; prior leadership through project delivery and area operations. |
| Crown Castle | Area President—East; VP/Project Delivery; SVP/Project Delivery, Design & Construction | 2011–2021 | Built Project Delivery function; drove deployment execution and customer-centric operations. |
| American Tower | Various leadership roles | pre-2011 | Tower deployment, national carrier accounts, and GM roles. |
| Sprint; AT&T | Operational roles | pre-2011 | Early telecom operating experience. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wireless Infrastructure Association (WIA) | Board Chair | 2024–present | Elected WIA Board Chair while serving as CCI EVP & COO—Towers. |
Fixed Compensation
| Component | Details | Source |
|---|---|---|
| Base Salary (rehire) | $550,000 effective Oct 28, 2024 | |
| 2024 AIP eligibility | Eligible to participate on a prorated basis under 2024 EMT Annual Incentive Plan | |
| Role-based AIP target context | EVP/COO—Towers role was set at 100% of base salary for 2024 for the then-NEO in that role (Kavanagh) | |
| 2022 base salary (NEO year) | $525,000 |
2024 AIP company payout: 106.53% of target (applies formulaically to participants; her payout would be prorated from Oct 28 start).
Performance Compensation
2024 Annual Incentive Plan (AIP) Structure and Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | $3,996M (50%) | $4,163M (100%) | $4,413M (175%) | $4,161M (99.52%) | 49.76% |
| AFFO per Share | 50% | $6.63 (50%) | $6.91 (100%) | $7.32 (175%) | $6.98 (113.54%) | 56.77% |
| Total | 100% | — | — | — | — | 106.53% |
All figures as defined in the proxy; AIP capped at 175% even if metrics exceed maximum.
AIP eligibility notes:
- Eligibility contingent on minimum 95% of budgeted Adjusted EBITDA and satisfactory Section 404 internal control assessments; both apply at the corporate level.
Long-Term Incentives (program design and Piche-specific awards)
- Company LTI design (2024): 60% Performance RSUs; 40% Time RSUs. 2024 Performance RSUs split between Relative TSR (vs S&P 500; target at 55th percentile; 0–200% vest) and Average ROIC over 3 years; time-vested RSUs over 3 years.
- 2025 design changes (for context): Shifted LTI performance mix to ROIC and 3-year cumulative AFFO/share (50% each); Relative TSR used only as a +/-15% modifier.
Piche’s 2024 rehire equity award:
| Grant | Vehicle | Grant Value | Vesting |
|---|---|---|---|
| Oct 28, 2024 (effective) | Time-based RSUs | ~$1,200,000 | 50% on Nov 10, 2025; 50% on Nov 10, 2026 (continued employment required) |
This off-cycle, time-based award is retention-oriented and distinct from the standard annual performance RSU program.
Historical (NEO-year) outstanding awards snapshot (as of 12/31/2022, for context):
| Grant Date | Time RSUs Unvested (#) | Perf RSUs—Relative TSR Target (#) | Perf RSUs—Absolute TSR Target (#) |
|---|---|---|---|
| 2/20/2020 | 595 | 2,211 | 4,291 |
| 2/18/2021 | 1,143 | 1,736 | 2,662 |
| 9/1/2021 (promotion) | 3,368 | — | — |
| 2/17/2022 | 8,033 | 6,378 | 9,295 |
Notes: 2020 Absolute TSR tranche ultimately forfeited; Relative TSR vested at 64.8% for 2019–2022 period.
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (as of 3/23/2023) | 19,838 shares | |
| Ownership guidelines | CEO 6x salary; Other executive officers 3x salary; 5-year compliance window; must retain after-tax shares until in compliance | |
| Compliance status (proxy) | As of the 2025 record date, each NEO serving as executive officer was in compliance (Piche not listed as an NEO in 2024) | |
| Hedging/Pledging | Hedging prohibited; directors and executive officers prohibited from pledging or margin accounts | |
| Clawback | NYSE Rule 10D-1 compliant recovery policy adopted Oct 2023; legacy recoupment policy also in place | |
| Insider activity (recent filings) | Form 4 filed Oct 29, 2024 (appointment-related holdings); additional Form 4 Nov 12, 2025 (RSU-related withholding) |
Insider selling pressure: Key vesting dates create potential liquidity windows—Nov 10, 2025 and Nov 10, 2026 for the rehire RSUs (subject to blackout and retention policies).
Employment Terms
| Topic | Terms | Source |
|---|---|---|
| Severance agreement on rehire | “Substantially similar” to form of Severance Agreement; includes 12-month non-compete/non-solicit | |
| Non-compete scope | Prohibits competitive activities in fiber optic networks and communications towers (incl. DAS/small cells) in the U.S. or other active CCI countries for one year post-termination | |
| Severance multiples (general CCI terms) | Qualifying Termination (no CIC): lump sum = 1x (base + target bonus), benefits for 1 year, continued vesting of RSUs per plan; Qualifying Termination upon CIC (double trigger within 2 years): 2x (base + target bonus), benefits for 2 years, immediate vesting of time-based RSUs and target level for performance awards | |
| Separation history (2023 resignation) | Upon her Sept 30, 2023 resignation, separation agreement provided salary/benefits through year-end 2023 and allowed certain RSUs to continue vesting until Sept 30, 2024 (no ongoing employment condition) |
Performance & Track Record
| Indicator | Detail | Source |
|---|---|---|
| 2024 AIP achievement (corporate) | Adjusted EBITDA $4.161B (99.52% of target) and AFFO/share $6.98 (113.54% of target) → total payout factor 106.53% | |
| Say-on-Pay support | ~95% approval at 2024 annual meeting; 5-year average 96% |
Director/Committee Governance (context)
- Anti-hedging and anti-pledging policies and dual clawback framework reduce risk of misaligned incentives.
- CHC (Compensation and Human Capital) Committee engages FW Cook; emphasizes variable, performance-based pay with evolving metrics (e.g., 2025 AIP shifts to 70% Adjusted EBITDA and 30% organic revenue growth).
Compensation Structure Analysis
- Shift toward retention equity for rehire: Her Oct 2024 award is entirely time-based RSUs vesting over two years, signaling near-term retention priority vs. performance-levered equity.
- Company LTI program increased performance weighting and pivoted from Absolute TSR to Average ROIC (and added 3-year cumulative AFFO/share and TSR modifier in 2025), tightening capital discipline and earnings quality focus.
- AIP metrics remain hard financials (Adjusted EBITDA, AFFO/share) with balanced weighting and rigorous thresholds/targets tied to budget guidance.
Investment Implications
- Alignment: Piche’s comp is anchored to hard financial outcomes (AIP) and, at the program level, multi-year ROIC and AFFO/share—constructive for shareholder alignment; anti-hedge/pledge and clawbacks mitigate governance risk.
- Retention risk: Her one-year non-compete across towers and fiber plus two-year vesting schedule on rehire RSUs reduce near-term flight risk. Watch for retention refreshes in future annual grant cycles.
- Trading signals/overhang: RSU vesting dates (Nov 10, 2025; Nov 10, 2026) may coincide with tax-withholding and potential selling windows; monitor Form 4s and blackout periods.
- Pay-for-performance integrity: 2024 payout near target (106.53%) reflects disciplined budgeting and execution; shifts to ROIC and cumulative AFFO/share heighten multi-year accountability.
- Historical vesting accommodation: Her 2023 separation allowed continued vesting through Sept 2024—generous but within disclosed policy; rehire grant concentrated in time RSUs suggests company-valued institutional know-how.
S&P Global disclaimer for financials table: Values retrieved from S&P Global.*
Citations:
- Executive profile/appointment/rehire comp and severance:
- 2025 Proxy executive officer biography:
- Education and profile:
- AIP structure/metrics/results:
- LTI design:
- Ownership guidelines, compliance, hedging/pledging, clawbacks:
- 2022 NEO awards and 2023 beneficial ownership:
- 2022/2021 base salary context:
- 2023 separation terms:
- Say-on-pay support:
- Insider filings:
- WIA Board Chair: