Daniel Schlanger
About Daniel Schlanger
Daniel K. Schlanger, age 51, is Interim President & CEO of Crown Castle (since March 23, 2025) after serving as CFO from June 2016 to March 31, 2025; he joined CCI as SVP—Finance in April 2016 and previously served as Treasurer (Oct 23, 2017–Dec 11, 2018) . Prior roles include CFO positions at Exterran affiliates and investment banking at Merrill Lynch focused on energy M&A and capital markets, underpinning strong finance and transaction execution skills . 2024 company performance that drove incentives included Adjusted EBITDA of $4,161 million vs $4,163 million target (AIP payout 106.53%), AFFO/share of $6.98, and negative TSR for the 2022–2024 performance period (driving forfeiture of 2022 PSUs), evidencing pay-performance linkage and stricter vesting outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crown Castle | Interim President & CEO; CFO; SVP—Finance; Treasurer | 2025–present; 2016–2025; 2016; 2017–2018 | Led finance and later interim CEO; stewardship through portfolio and capital allocation; treasury oversight |
| Exterran GP LLC and affiliates | CFO and senior leadership | Prior to 2016 | Energy infrastructure finance/execution experience |
| Merrill Lynch & Co. | Investment banker (energy M&A and capital markets) | Prior to 2016 | Transaction execution and capital markets expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 618,077 | 620,000 | 636,154 | 2024 CFO base set at $640,000 (+3% vs 2023) |
| Target AIP (% of Salary) | — | — | 100% | NEO target opportunities table shows 100% for Schlanger |
| Actual AIP (Bonus) ($) | 868,775 | 449,748 | 681,792 | 2024 AIP paid at 106.53% of target |
| All Other Compensation ($) | 56,963 | 59,194 | 61,337 | Includes 401(k) contributions and health/welfare premiums |
Additional 2025 Interim CEO arrangements: Monthly stipend of $100,000 while serving as Interim CEO; plus 2025 RSUs $4,125,000; Promotion RSUs $4,100,000; Transformation RSUs $1,000,000; continued CFO base salary and AIP eligibility during interim service .
Performance Compensation
2024 Annual Incentive Plan (AIP) Mechanics and Outcome
| Metric | Weighting | Target | Actual | Component Payout | Overall AIP Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 4,163 | 4,161 | 99.52% | 106.53% of target |
| AFFO per Share ($) | 50% | 6.91 | 6.98 | 113.54% | 106.53% of target |
Schlanger’s 2024 AIP: Target $640,000; Actual $681,792 (106.53%) .
2024 Long-Term Incentives (LTIs) – Grants and Design
| Component | Target Units | Grant Date | Vesting | Payout Range | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Time-based RSUs (annual) | 15,352 | 2/21/2024 | 1/3 annually on grant anniversary | N/A | 1,653,257 |
| Performance RSUs – Relative TSR | 11,514 | 2/21/2024 | 3-year; cliff vest 2/19/2027 | 0–200% vs S&P 500 percentiles | 1,372,354 |
| Performance RSUs – Average ROIC | 11,514 | 2/21/2024 | 3-year; cliff vest 2/19/2027 | 0–200% vs ROIC targets | 1,239,943 |
| Retention RSUs (off-cycle) | 21,085 | 1/23/2024 | 11,486 vest 9/30/2024; 9,599 vest 12/31/2024 | N/A | 2,276,126 |
Design highlights: 2024 LTI mix 60% performance RSUs (Relative TSR vs S&P 500 and Average ROIC), 40% time RSUs; performance RSUs earn 0–200% and cliff vest after 3-year period ending 12/31/2026 (vesting 2/19/2027) . 2022–2024 PSUs were forfeited due to below-threshold TSR performance, demonstrating downside risk in the plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 131,711 shares; <1% of outstanding |
| Unvested Time RSUs at 12/31/2024 | 2,428 (2/17/2022) $220,365; 7,171 (2/22/2023) $650,840; 15,352 (2/21/2024) $1,393,348 (values at $90.76 close) |
| Unvested Performance RSUs (target) | 10,193 Relative TSR (2023) $925,117; 11,916 Absolute TSR (2023) $1,081,496; 11,514 Relative TSR (2024) $1,045,011; 11,514 Average ROIC (2024) $1,045,011 |
| 2024 Vested Shares and Value | 29,291 shares vested; $3,089,234 value realized |
| Ownership Guidelines | Executives must hold stock equal to 3x base salary; NEOs were in compliance as of Record Date |
| Hedging/Pledging | Prohibited for directors and executives (short sales, derivatives; no pledging) |
Employment Terms
| Scenario (as of 12/31/2024) | Severance Multiples and Cash | Equity Treatment | Other Benefits | Total Illustrative Value ($) |
|---|---|---|---|---|
| Qualifying Termination (non-CIC) | 1x (base + target bonus) = $1,280,000 | Continued vesting of RSUs for 1 year; Performance Awards contingent on actual performance | Prorated current year bonus; 1 year health/welfare; continued 401(k) participation for year of termination | 3,962,151 (illustrative) |
| Qualifying Termination Upon Change in Control (double-trigger within 2 years) | 2x (base + target bonus) = $2,560,000 | Immediate vesting of RSUs at target; opportunity to earn above target contingent on performance | 2 years health/welfare; prorated bonus; 401(k) participation for year of termination | 11,834,415 (illustrative) |
Additional governance and protections:
- No excise tax gross-up policy on change-in-control payments; severance agreements include non-compete and non-solicit restrictions (12 months post-termination) .
- Clawbacks: SEC Rule 10D-1-compliant Incentive Compensation Recovery Policy and legacy recoupment policy for misconduct causing financial or reputational harm .
- 2025 role transition: Upon CEO appointment on September 15, 2025, Schlanger expected to become EVP & Chief Transformation Officer overseeing sale of small cells and fiber solutions businesses (anticipated close H1 2026) .
Investment Implications
- Pay-for-performance alignment: 2024 AIP paid near target on mixed results (EBITDA slight miss vs target; AFFO/share above target), while 2022–2024 PSUs were forfeited due to weak TSR—indicating credible downside exposure and reduced windfall risk .
- Retention risk mitigators: 2024 retention RSUs with specific vest dates (Sept 30 and Dec 31) and multi-year ownership guidelines (3x salary, in compliance) support retention and “skin in the game”; anti-hedging/pledging rules enhance alignment .
- Change-in-control economics: Double-trigger CIC benefits equal to 2x base+bonus plus accelerated vesting at target can be material ($11.8M illustrative), but absence of gross-ups reduces shareholder-unfriendly optics .
- Near-term trading/vesting calendar: Annual time RSUs vest one-third on each anniversary (e.g., 2/21/2025–2027), with 2024 PSUs cliff vesting on 2/19/2027; ownership retention requirements apply to after-tax shares, moderating selling pressure .
- Execution focus: Transition to Chief Transformation Officer signals Schlanger’s central role in strategic divestiture; successful execution and capital discipline (ROIC introduced as LTI metric) are key levers for value creation under his remit .