Edward Adams Jr.
About Edward B. Adams, Jr.
Executive Vice President and General Counsel at Crown Castle Inc. since February 21, 2023; age 56 as disclosed in the company’s executive officer roster . His pay is driven primarily by Crown Castle’s annual incentive plan (AIP) metrics—Adjusted EBITDA and AFFO per share—and long‑term incentives (LTIs) split between performance RSUs tied to Average ROIC and Relative TSR versus the S&P 500 and time‑based RSUs . For 2024 AIP, corporate performance was essentially on target for Adjusted EBITDA ($4,161M actual vs $4,163M target) and above target for AFFO/share ($6.98 actual vs $6.91 target), producing a 106.53% payout of target for all eligible NEOs, including Adams .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Crown Castle Inc. | EVP & General Counsel | Feb 21, 2023 – present | Company’s chief legal officer; role disclosed in executive officers table . |
| Crown Castle Inc. | SVP & Interim General Counsel | Jan 2023 – Feb 2023 | Interim GC prior to EVP appointment . |
| Crown Castle Inc. | SVP — Legal | Aug 2021 – Dec 2022 | Senior legal leadership . |
| Crown Castle Inc. | VP — Legal | Nov 2019 – Aug 2021 | Legal leadership . |
| Crown Castle Inc. | VP — Litigation | Oct 2016 – Nov 2019 | Led litigation function . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Norton Rose Fulbright US LLP | Partner | Through Oct 2016 (prior to joining Crown Castle) | Represented clients in a variety of litigation matters . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (rate) | $500,000 | $515,000 (3% increase) |
| Salary actually paid (SCT) | $462,272 | $512,115 |
| Target bonus (% of base) | — | 100% of base salary |
| Actual bonus paid (AIP) | $362,700 | $548,629 (106.53% of $515,000 target) |
| All Other Comp – 401(k) contributions | $33,000 | $34,500 |
| All Other Comp – Insurance premiums | $858 | $925 |
| All Other Comp – Total | $33,858 | $35,425 |
Performance Compensation
Short‑Term Incentives (AIP)
| 2024 Performance metric | Weight | Threshold | Target | Maximum | Actual | Payout contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($MM) | 50% | $3,996 | $4,163 | $4,413 | $4,161 | 49.76% (of total AIP) |
| AFFO per share | 50% | $6.63 | $6.91 | $7.32 | $6.98 | 56.77% (of total AIP) |
| Total AIP payout factor | 106.53% |
Notes:
- For 2024, Adams’ target AIP opportunity was 100% of base salary ($515,000), and his actual cash incentive was $548,629 (106.53% of target) .
- For 2025, AIP metrics were reweighted to 70% Adjusted EBITDA and 30% organic revenue growth (replacing AFFO/share), aligning nearer‑term pay with profitability and revenue growth priorities .
Long‑Term Incentives (2024 grants to Adams)
| Award type | Grant date | Units/threshold | Units/target | Units/maximum | Grant‑date fair value | Key vesting/terms |
|---|---|---|---|---|---|---|
| Time‑based RSUs | Feb 21, 2024 | — | 10,793 | — | $1,162,298 | Ratable over 3 years per annual LTI design |
| Performance RSUs – Relative TSR vs S&P 500 | Feb 21, 2024 | 4,047 | 8,095 | 16,190 | $964,843 | 3‑yr performance (2024–2026); cliff vest; 0–200% payout; vesting Feb 19, 2027; target at 55th percentile TSR rank |
| Performance RSUs – Average ROIC | Feb 21, 2024 | 6,071 | 8,095 | 16,190 | $871,751 | 3‑yr performance (2024–2026); cliff vest; 0–200% payout; vesting Feb 19, 2027 |
Additional LTI design context:
- 2024 LTIs: 60% performance RSUs (Relative TSR and Average ROIC) and 40% time‑based RSUs .
- 2025 LTIs: add three‑year cumulative AFFO/share as a performance metric (50%) alongside Average ROIC (50%); Relative TSR becomes a ±15% payout modifier, with comparisons focused on S&P 500 REITs and the broader S&P 500 .
- The 2022 performance RSUs for the 2022–2024 period were forfeited at below‑threshold performance, illustrating downside alignment in the program .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/26/2025) | 29,573 shares; less than 1% of outstanding |
| 2024 shares vested and value realized | 5,956 shares; $646,610 realized value |
| Notable vesting cadence | Time RSUs from a 2023 promotion grant vest in three equal annual installments beginning each Feb 10 following the grant year . 2024 performance RSUs cliff‑vest after the 3‑year period on Feb 19, 2027 (subject to performance) . |
| Options outstanding/exercises | None outstanding; no option exercises in 2024 |
| Stock ownership guidelines | Executives must hold shares worth 3× base salary; all NEOs were in compliance as of the record date |
| Hedging/pledging | Hedging and pledging are prohibited for directors and executive officers under the Insider Trading Policy |
Employment Terms
| Scenario (as of 12/31/2024) | Severance cash | Equity acceleration/continuation | Other (benefits, 401(k), etc.) | Total |
|---|---|---|---|---|
| Qualifying termination upon Change in Control | $2,060,000 | $5,541,471 | $532,250 | $8,133,721 |
| Qualifying termination (non‑CIC) | $1,030,000 | $1,758,470 | $532,250 | $3,320,720 |
Key terms:
- Structure: Non‑CIC severance equals 1× (base salary + target bonus); CIC severance equals 2× (base salary + target bonus) . Amounts above reflect Adams’ 2024 base and target bonus levels .
- Equity on CIC: Immediate vesting of outstanding RSUs at target for performance awards, with the opportunity to vest above target based on actual results; double‑trigger applies (qualifying termination within two years after a change in control) .
- Restrictive covenants: 12‑month non‑compete and non‑solicit post‑termination in designated geographic areas .
- Clawbacks: Exchange Act Rule 10D‑1 compliant incentive compensation recovery policy adopted Oct 2023, plus a legacy recoupment policy tied to restatements or misconduct .
- No excise tax gross‑ups: Policy against 280G excise tax gross‑up provisions; none in current severance agreements .
Investment Implications
- Pay‑for‑performance alignment: 2024 AIP paid modestly above target (106.53%) driven by AFFO/share outperformance over target and near‑target EBITDA; 2022 performance RSUs forfeiture underscores downside sensitivity in LTIs .
- Retention and overhang: Significant unvested 2024 performance RSUs cliff‑vesting in Feb 2027 (subject to Average ROIC and Relative TSR outcomes) incentivize retention through the performance period; time‑based RSUs vest ratably, creating recurring vest events .
- Selling pressure signals: RSU vestings in 2024 occurred on Feb 10 and Sep 10; monitoring standard post‑vesting trading windows around these dates may be informative for flow, though hedging/pledging is prohibited and no options are outstanding (reducing forced‑sale risks) .
- Downside/cycle protection: Severance design (1× non‑CIC; 2× CIC, double‑trigger) and continuation/acceleration of equity provide standard market protections without tax gross‑ups; non‑compete/non‑solicit (12 months) mitigates immediate competitive risk on departure .
Governance backdrop: Say‑on‑Pay support has been high historically (approximately 95% in 2024), suggesting shareholder endorsement of the compensation framework underpinning Adams’ incentives .