Kevin Kabat
About Kevin T. Kabat
Kevin T. Kabat (age 68) has served as an independent director of Crown Castle Inc. since 2023. He currently chairs the CEO Search Committee and serves on the Compensation & Human Capital (CHC) and Nominating, Environmental, Social and Governance (NESG) Committees . The Board has affirmatively determined that all nominees standing for election, including Mr. Kabat, are independent under NYSE listing standards . He holds a B.S. from John Hopkins University and an M.S. from Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bancorp | CEO and Vice Chairman; previously CEO; CEO & Chairman; EVP; President & CEO, Fifth Third Bank Michigan | 2001–2016 | Led recapitalization strategy including a successful spin-off of the processing division; navigated 2008 crisis and recovery . |
| Old Kent Financial Corporation | Vice Chairman and President; various executive roles | 1982–2001 | Senior leadership across a bank holding company later acquired by Fifth Third . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NiSource Inc. (NYSE: NI) | Director | Since 2015 | Not specified in CCI proxy; ongoing public company board service . |
| Unum Group (NYSE: UNM) | Director | Since 2008 | Not specified in CCI proxy; ongoing public company board service . |
| AlTi Global Inc. (NASDAQ: ALTI) | Director | Jan 2023 – Aug 2023 | Former directorship . |
| E*TRADE Financial Corporation (NASDAQ: ETFC) | Lead Independent Director | 2016 – 2020 | Oversaw sale to Morgan Stanley (~$13B all-stock); M&A oversight . |
Board Governance
- Committee assignments: Chair, CEO Search Committee; Member, CHC Committee; Member, NESG Committee .
- Independence: Board determined all nominees (including Kabat) are independent under NYSE standards .
- Attendance and engagement: In 2024, the Board held 22 meetings (7 regular, 15 special). Each incumbent director attended at least 75% of Board and applicable committee meetings; directors also attended the 2024 annual meeting .
- Committee activity levels (2024): CHC (8 meetings) ; NESG (10) ; CEO Search (11) . CEO Search Committee was reinstated March 23, 2025 after the CEO’s departure .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Board Retainer | 85,000 |
| CHC Committee Member Retainer | 12,500 |
| NESG Committee Member Retainer | 10,000 |
| CEO Search Committee Member Retainer | 5,000 |
| Total Cash Fees | 112,500 |
Director fee schedule (context):
- Committee member and chair retainers: Audit $15,000/$30,000; CHC $12,500/$25,000; NESG $10,000/$20,000; CEO Search $10,000/$20,000; Fiber Review $12,500/$25,000; Finance $10,000/$20,000; Strategy $10,000/$20,000 .
- Non-executive Board Chair’s annual equity grant increased to $380,000 in 2024; other directors’ annual equity grant valued at $230,000; finance committee member retainer adopted in Q3 2024 .
Performance Compensation
| Element | Grant Details | Performance Metric Linkage |
|---|---|---|
| Annual Equity Grant (unrestricted common stock) | 2,135 shares granted to each non-employee director on Feb 21, 2024 at $107.69 per share; fair value $229,918 for Mr. Kabat | None; grants are unrestricted shares to directors (no performance conditions) . |
Notes:
- CCI does not currently grant options or option-like awards under its compensation program .
- Director equity awards are delivered as unrestricted stock; no disclosed performance metrics tie director pay to KPIs .
Other Directorships & Interlocks
| Company | Relationship to CCI | Potential Interlock/Conflict |
|---|---|---|
| NiSource Inc. | Unrelated public utility | No related-party transaction disclosed . |
| Unum Group | Unrelated insurance provider | No related-party transaction disclosed . |
| AlTi Global Inc. | Former directorship | No related-party transaction disclosed . |
| E*TRADE | Former Lead Independent Director | Acquisition oversight experience; no related-party transaction disclosed . |
- Related-party oversight: NESG Committee reviews any related person transactions; none specific to Mr. Kabat are disclosed in the proxy .
Expertise & Qualifications
- Financial and M&A: Decades in financial services; led spin-off at Fifth Third; E*TRADE sale oversight at ~$13B .
- Risk management: Navigated Fifth Third through the 2008 crisis; extensive public company board risk oversight experience .
- Strategic planning/operations: CEO experience in regulated financial services; customer-centric and digital offerings leadership .
- Additional: Accounting, HR/compensation, academia/education and corporate governance/ethics .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Kevin T. Kabat | 6,476 | <1% |
- Director stock ownership guidelines: Non-employee directors should seek to maintain beneficial ownership equal to 3× Annual Equity Grant value (currently $230,000; higher for non-executive Chair). Compliance timing: within 5 years of appointment and 5 years after any grant increase .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging Crown Castle securities and from pledging them as collateral (including margin accounts) .
Insider Filings and Trades
| Item | Status |
|---|---|
| Delinquent Section 16(a) reports (2024) | None reported for Mr. Kabat; company disclosed untimely filings for Mr. Patel (1), Mr. Genrich (2), and Mr. Kavanagh (2) only . |
Governance Assessment
- Board effectiveness: Kabat’s chairmanship of the CEO Search Committee places him at the center of CEO succession and transition, a mission-critical governance function during leadership change . His CHC membership aligns with compensation oversight, supported by independent consultant FW Cook and no committee interlocks (none of the CHC members were officers) .
- Independence and alignment: Confirmed independent; director equity granted in unrestricted stock aligns with shareholder value without short-term metric distortion; robust anti-hedging/anti-pledging reduces misalignment risk .
- Engagement: High committee activity levels (CHC: 8; NESG: 10; CEO Search: 11) and Board’s 22 meetings in 2024 with ≥75% attendance threshold met by all incumbents support strong engagement .
- Time commitments: Corporate guidelines cap outside board service (≤4 public boards) and audit committee loads; all directors comply, indicating oversight of potential over-boarding risks .
- Compensation structure: Mix emphasizes equity ($229,918 in 2024) with moderate cash fees ($112,500), consistent with peer competitiveness per NESG’s review; no options or performance-based director awards, reducing complexity and potential for metric gaming .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or Section 16(a) compliance for Mr. Kabat .
- Committee interlocks: None; CHC had no insider participation and retained an independent consultant (FW Cook) .