Kevin Stephens
About Kevin A. Stephens
Kevin A. Stephens (age 63) has served as an independent director of Crown Castle Inc. since 2020. He brings deep telecom and fiber operating experience, including senior roles at Altice USA and Suddenlink, and holds a B.B.A. from the University of Michigan and an M.B.A. from the University of Southern California . He is standing for re‑election at the 2025 Annual Meeting; the Board has determined all nominees (including Stephens) are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altice USA (NYSE: ATUS) | EVP & President, Business Services Division | 2015–2019 | Led P&L and operations; integrated B2B orgs post-Cablevision acquisition to drive efficiencies and revenue acceleration . |
| Suddenlink Communications | President, Commercial & Advertising Operations; other senior roles | 2006–2015 | Created a new wholesale line of business that became a significant revenue contributor . |
| Cox Communications; Choice One Communications; Xerox | Various senior leadership positions | N/A | Built telecom operating, distribution and customer expertise . |
| Morgan Stanley Infrastructure Partners | Advisor (deal-specific) | 2020 | Advised on a $3.2B acquisition of a fiber infrastructure company . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keysight Technologies, Inc. (NYSE: KEYS) | Director | Since 2022 | Current public company directorship . |
| Consumer Cellular Inc. (private) | Director | N/A | Private company board role . |
| The Executive Leadership Council | Member | N/A | Professional affiliation . |
Board Governance
- Committee assignments (2024): Audit Committee (member) [Audit Committee roster confirms: Stephens listed] ; Compensation & Human Capital (CHC) Committee (member) ; Fiber Review Committee (member) . The 2024 Director Compensation table also reflects Strategy Committee member retainer, indicating prior membership during 2024 before dissolution .
- Re‑nomination: Stephens is one of nine nominees standing for election at the 2025 Annual Meeting . The Board has determined all nominees are independent .
- Attendance and engagement: In 2024, the Board held 22 meetings; each incumbent director attended at least 75% of Board and committee meetings during their service period, and directors attended the 2024 Annual Meeting .
- Committee activity levels (2024): Audit (10 meetings) ; Fiber Review (19 meetings) ; Strategy (dissolved May 2024; 1 meeting) ; CEO Search (11 meetings; reinstated Mar 2025) ; Finance (formed May 22, 2024; 3 meetings) .
- Leadership structure: Separate CEO and independent Board Chair; regular executive sessions led by the independent Chair .
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount |
|---|---|
| Board retainer (cash) | $85,000 |
| Committee chair retainer (cash) | $15,000 (committee unspecified in proxy table) |
| Audit Committee member retainer (cash) | $7,500 |
| CHC Committee member retainer (cash) | $12,500 |
| Strategy Committee member retainer (cash) | $5,000 |
| Fiber Review Committee member retainer (cash) | $12,500 |
| Total cash | $137,500 |
| Stock awards (Annual Equity Grant) | $229,918 |
| All other compensation | $15,359 |
| Total 2024 director compensation | $382,777 |
Additional context on director pay structure (2024):
- Annual Equity Grant for non‑employee directors: ~$230,000 in unrestricted common stock (Chair: $380,000) .
- Committee retainer schedule (annual): Audit Chair $30k/Member $15k; CHC Chair $25k/Member $12.5k; Fiber Review Chair $25k/Member $12.5k; Finance Chair $20k/Member $10k; NESG Chair $20k/Member $10k; CEO Search Chair $20k/Member $10k; Strategy Chair $20k/Member $10k .
- Board cash retainer: $85,000 .
Performance Compensation
| Element | Details |
|---|---|
| Performance metrics tied to director pay | Not applicable; non‑employee director equity grants are unrestricted shares, not performance‑based . |
| Options | Company does not currently grant options; no director options disclosed . |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Noted by CCI |
|---|---|---|
| Keysight Technologies, Inc. (NYSE: KEYS) | Director (since 2022) | No related‑party transaction involving Stephens disclosed; related‑party transactions are reviewed by NESG under the Company’s policy . |
| Consumer Cellular Inc. (private) | Director | No related‑party transaction involving Stephens disclosed; see policy oversight . |
Related‑party controls: NESG reviews any transactions with related persons and considers independence impacts; directors must report potential related‑party dealings under the Company’s policy .
Expertise & Qualifications
- Telecom/fiber operations and customer/channel expertise from senior roles at Altice and Suddenlink; full P&L responsibility in latest role .
- M&A integration and execution: played key roles across 10 acquisitions; led B2B integration post‑Cablevision/Altice; advised on a $3.2B fiber infra acquisition in 2020 .
- Strategic planning/expansion: built a wholesale business at Suddenlink that became a meaningful revenue contributor .
- Education: B.B.A. (University of Michigan); M.B.A. (USC) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 26, 2025) | 20,061 shares; <1% of outstanding . |
| Ownership guidelines (directors) | Target ownership equal to 3x the Annual Equity Grant value, to be achieved by the 5th anniversary; retention guidelines substantially similar to executives . |
| Hedging/pledging policy | Directors prohibited from hedging (options, derivatives) and pledging CCI securities, including margin accounts . |
Recent Insider Trades (Form 4)
| Date (Filed) | Trade Date | Transaction | Size/Price | Post‑Trade Holdings | Source |
|---|---|---|---|---|---|
| 2025‑05‑12 | 2025‑05‑09 | Open‑market purchase | 380 shares at $103.27 | 20,441 shares | SEC Form 4 filing index; third‑party summary with price detail |
| 2025‑02‑28 | 2025‑02‑28 (period of report) | Form 4 filed (details in filing) | — | — | SEC Form 4 filing index (Stephens) |
Governance Assessment
- Strengths for investors:
- Independent, experienced telecom operator with meaningful M&A and integration track record directly relevant to CCI’s fiber portfolio and strategic review work .
- High engagement: member of Audit and CHC; Fiber Review Committee member during a period of intense activity (FRC held 19 meetings in 2024), signaling substantial oversight time commitment .
- Alignment mechanisms: annual equity in stock, 3x ownership guideline, and anti‑hedging/pledging policy; plus open‑market purchase in May 2025 supports “skin‑in‑the‑game” alignment .
- Potential watch items:
- Multiple board/role commitments (CCI, Keysight, Consumer Cellular). NESG evaluates director time commitments and independence; no related‑party transactions disclosed involving Stephens .
- “All other compensation” ($15,359 in 2024) relates to director benefits; not unusual, but investors typically monitor perqs for governance optics .
- Attendance/independence signals:
- Board reports at least 75% attendance for all incumbents and 100% independence among nominees; separate Chair/CEO and regular executive sessions support oversight quality .
Board Governance (Detail)
| Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 22 | Seven regular and 15 special; directors attended 2024 Annual Meeting . |
| Audit Committee | 10 | Stephens listed as a member in committee report . |
| Compensation & Human Capital Committee | — | Stephens listed as a member (committee had active oversight; count not specified in cited chunk) . |
| Fiber Review Committee | 19 | Stephens member; oversight of strategic alternatives for fiber & small cells . |
| Strategy Committee (dissolved May 2024) | 1 | Stephens received member retainer indicating service . |
| Finance Committee (formed May 22, 2024) | 3 | — . |
| CEO Search Committee | 11 | Not indicated as a member for Stephens; committee reinstated Mar 2025 . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Overlap with CCI customers/suppliers disclosed? |
|---|---|---|---|
| Keysight Technologies (NYSE: KEYS) | Director (since 2022) | Not disclosed in CCI proxy | None disclosed; related‑party transactions governed by policy . |
| Consumer Cellular (private) | Director | Not disclosed | None disclosed; policy oversight applies . |
Fixed Compensation (Program Design Notes)
- Board retainer ($85k) and committee retainers as listed above; annual equity grants in unrestricted stock (~$230k; Chair $380k) .
- Directors may also elect Company medical/dental benefits and receive expense reimbursements and continuing education reimbursement .
Performance Compensation (Director)
- No performance metrics apply to director equity; grants are unrestricted common stock. Company does not currently grant options .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Mar 26, 2025) | 20,061; <1% of outstanding . |
| Ownership guidelines (directors) | 3x Annual Equity Grant value by 5th anniversary; retention guidelines similar to executives . |
| Hedging/pledging | Prohibited for directors (short sales, options/derivatives; pledging/margin also prohibited) . |
No pledging or related‑party transactions involving Stephens were disclosed in the 2025 proxy; CCI’s NESG oversees related‑party review and independence .
Expertise & Qualifications (Summary Bullets)
- Telecom and fiber operations, customer segment and distribution expertise from Altice/Suddenlink; end‑to‑end P&L accountability .
- M&A leadership (10 acquisitions across three companies), post‑merger integration, and fiber transaction advisory .
- Strategy and revenue expansion track record (e.g., Suddenlink wholesale business creation) .
- Education: B.B.A. (Michigan), M.B.A. (USC) .
Governance Assessment
- Overall, Stephens’ background and committee work align with CCI’s strategic priorities (fiber review, capital allocation, audit oversight). Independence is affirmed, meeting attendance thresholds were met by all incumbents, and he complements alignment with personal open‑market purchases and stock ownership expectations .
- No related‑party or pledging red flags were disclosed; investors should continue to monitor time commitments across boards and continued alignment via ownership given evolving committee workloads (especially FRC/Finance) .