Katherine Motlagh
About Katherine Motlagh
Independent director of Crown Castle Inc. (CCI), age 51, appointed March 17, 2025; serves on the Audit Committee and Finance Committee, designated an Audit Committee financial expert. Education: B.S. and M.S., Financial University (Moscow). Former EVP & CFO at CyrusOne; divisional CFO roles at American Tower (EMEA & LATAM) and Ericsson; licensed CPA. Beneficial ownership at CCI: 2,510 shares (<1%). Independence affirmed for all nominees, including Ms. Motlagh.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CyrusOne LLC (NASDAQ: CONE) | EVP & CFO | 2020–2023 | Executive mgmt; accountable for accounting, finance, capital markets, tax, procurement, IR; strategic planning/oversight; led corporate finance functions |
| American Tower Corp. (NYSE: AMT) | CFO, EMEA & LATAM | 2015–2020 | Oversaw businesses in 18 countries; led global finance org of >300 employees; strategic leadership; internal control compliance |
| Ericsson, Inc. (NASDAQ: ERIC) | Customer Unit & Delivery Unit CFO | 2011–2015 | Finance leadership in telecom operations; financial reporting; planning; risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EVgo, Inc. (NASDAQ: EVGO) | Director | Since April 2022 | Public company board; energy/EV infrastructure oversight |
| Aeva Technologies, Inc. (NASDAQ: AEVA) | Director | Since March 2025 | Public company board; technology/sensors oversight |
| Institute of Management Accountants | Director, National & European Boards | 2007–2009; 2016–2018 | Professional standards; accounting governance |
Board Governance
- Committee assignments: Audit Committee (member, effective March 23, 2025) and Finance Committee (member, effective March 23, 2025); Audit Committee “financial expert” designation by the Board. Audit Committee met 10 times in 2024; Finance Committee met 3 times.
- Independence: Board determined all director nominees, including Ms. Motlagh, are independent under NYSE standards.
- Attendance and engagement: Board held 22 meetings in 2024; each incumbent director attended ≥75% of aggregate Board and committee meetings; Ms. Motlagh appointed in 2025 (attendance data not applicable for 2024).
- Director time commitments policy: Without Board/NESG approval, directors may serve on ≤4 public company boards (including CCI); audit committee service on ≥3 boards triggers review; annual commitment review confirms compliance. Ms. Motlagh’s two public boards (EVGO, AEVA) are within limits.
- Ownership alignment: Non‑employee director stock ownership guideline equals 3× Annual Equity Grant value (currently $230,000), with 5 years from appointment to achieve; similar retention guidelines to executives.
Fixed Compensation
Board non‑employee director compensation program (2024 framework):
| Component | Amount/Terms | Notes |
|---|---|---|
| Board Cash Retainer | $85,000 per year | Paid quarterly |
| Audit Committee Member Retainer | $15,000 per year | Chair retainer $30,000 |
| Finance Committee Member Retainer | $10,000 per year | Chair retainer $20,000 |
| Annual Equity Grant | ~$230,000 in unrestricted CCI common stock | Priced at closing price on grant date; $380,000 for non‑exec Board Chair |
| Initial Equity Grant (new directors) | ~$90,000 in unrestricted CCI common stock | Typically granted at appointment (may be replaced by Annual Equity Grant if near grant date) |
| Other benefits | Eligibility for medical/dental/vision; expense reimbursement; continuing education | Standard for non‑employee directors |
Note: Ms. Motlagh was appointed in March 2025; 2024 Director Compensation Table excludes her. Program terms above govern expected cash/equity mix for 2025 service.
Performance Compensation
Director equity is delivered as unrestricted shares; no performance‑conditioned metrics (e.g., PSU/TSR) apply to director compensation.
| Performance Metric | Applied to Director Pay? | Evidence |
|---|---|---|
| TSR percentile / financial KPIs | No | Directors receive unrestricted common stock grants (Annual/Initial Equity); performance metrics apply to NEOs, not directors |
Other Directorships & Interlocks
| Company | Role | Sector Relationship to CCI | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| EVgo, Inc. | Director | EV charging infrastructure; not a direct competitor to CCI towers/small cells | No related‑party transactions disclosed; conflicts reviewed under Related Party Transactions Policy |
| Aeva Technologies, Inc. | Director | Lidar/sensors; technology supplier space, not core to CCI | No related‑party transactions disclosed; conflicts reviewed under Related Party Transactions Policy |
- Conflict oversight: NESG Committee reviews any related party transactions, independence impacts, and potential impairment of judgment; none identified for Ms. Motlagh in the proxy.
Expertise & Qualifications
- Finance/accounting and capital markets: Former EVP & CFO at CyrusOne; divisional CFO at AMT; licensed CPA; experienced in international tax policy, financial reporting, internal controls.
- Wireless/telecom infrastructure: >20 years across CyrusOne, AMT, Ericsson, Nokia, Nextel; deep industry finance and operations exposure.
- Strategic planning/oversight and risk management: Led finance organizations across 18 countries; corporate governance and M&A exposure; public board experience.
Equity Ownership
| Holder | Shares Beneficially Owned (#) | Ownership (%) |
|---|---|---|
| Katherine Motlagh | 2,510 | <1% |
- Stock ownership guideline: Target value = 3× Annual Equity Grant ($230,000); timeline to compliance is 5 years from appointment; retention guidelines align with executives.
Governance Assessment
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Strengths for investor confidence:
- Independence affirmed; Audit Committee financial expert designation enhances financial reporting oversight.
- Relevant telecom and data center CFO experience improves committee effectiveness (Audit/Finance) amid fiber/small cell strategic review.
- Ownership alignment through mandatory stock ownership and retention guidelines; presence of an initial/annual equity grant program.
- Board time‑commitment controls; Ms. Motlagh’s board service appears within limits; annual compliance review in place.
-
Monitoring items:
- Prior executive roles at American Tower (competitor) raise sensitivity to competitive information handling, but the Board determined independence, and related‑party/conflict review processes are robust.
- Engagement/attendance: 2025 is first year on the CCI Board; 2024 attendance data not applicable; Audit and Finance committees have meaningful meeting cadence (10 and 3 in 2024).
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RED FLAGS
- No director‑specific related party transactions or compensation anomalies disclosed for Ms. Motlagh; continued monitoring of interlocks and overboarding recommended.