P. Robert Bartolo
About P. Robert Bartolo
Independent Board Chair of Crown Castle Inc. since 2022; age 53; director since 2014. Background spans audit (Deloitte), corporate finance (MGM Resorts), and public markets (T. Rowe Price portfolio manager), with a CFA designation. Education: B.S., University of Southern California; M.B.A., Wharton School, University of Pennsylvania . As independent Chair, he presides executive sessions of non-management and independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group | EVP, U.S. Growth Stock Fund; Chair, Investment Advisory Committee; VP and Portfolio Manager; Co-Portfolio Manager; Analyst (Telecom, Tower & Cable) | 2002–2014 | Managed largest fund, grew from $32B to $60B; top decile performance; deep telecom tower/cable industry coverage |
| MGM Resorts International | Director of Finance | 1997–2000 | Responsible for regulatory filings and corporate development analyses including $6.4B Mirage Resorts acquisition |
| Deloitte & Touche LLP | Senior Auditor | 1994–1997 | Big Four audit experience, foundation for financial expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cable One, Inc. (NYSE: CABO) | Director | Since 2023 | Public company directorship; broadband/cable industry adjacency |
Board Governance
- Current CCI roles: Independent Board Chair (since 2022); Fiber Review Committee Chair; member—Finance, NESG, CEO Search .
- Independence: Board determined all director nominees (including Bartolo) are independent under NYSE standards .
- Attendance and engagement: In 2024, Board met 22 times; each incumbent director attended at least 75% of Board and committee meetings; all directors at the time attended the 2024 Annual Meeting. Non-management directors meet in executive session at regularly scheduled meetings; Bartolo presides .
- Committee activity intensity (2024 meetings): Audit (10), CHC (8), NESG (10), Finance (3); Additional committees—Fiber Review (19), CEO Search (11) .
- Director time commitments policy: caps at four public boards (unless exceptions approved); audit committee service limits monitored by NESG; annual review of director commitment levels .
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board retainer | $85,000 | Standard for non-employee directors |
| Committee chair retainer | $25,000 | Fiber Review Committee chair rate is $25,000 |
| Committee member retainers (Audit) | $7,500 | Served two quarters as member in 2024 |
| Committee member retainers (CHC) | $6,250 | Two quarters served |
| Committee member retainers (NESG) | $5,000 | Two quarters served |
| Committee member retainers (Strategy) | $5,000 | Two quarters prior to dissolution |
| Committee member retainers (Finance) | $5,000 | Member retainer established in 2024 |
| Committee member retainers (CEO Search) | $5,000 | Two quarters prior to May 2024 dissolution |
| Total cash | $143,750 | Sum of board + committee retainers |
| All other compensation | $24,161 | Medical/dental/vision premiums paid portion |
Policy context:
- Committee retainers (annual): Audit Chair $30,000 / member $15,000; CHC Chair $25,000 / member $12,500; Fiber Review Chair $25,000 / member $12,500; Finance Chair $20,000 / member $10,000; NESG Chair $20,000 / member $10,000; Strategy Chair $20,000 / member $10,000; CEO Search Chair $20,000 / member $10,000 .
- 2024 changes: Added annual cash retainers for Fiber Review and CEO Search members; increased Annual Equity Grant for non-executive Board Chair from $330,000 to $380,000; instituted Finance Committee member retainers upon formation .
Performance Compensation (Director Equity; 2024)
| Component | Amount/Detail | Notes |
|---|---|---|
| Annual Equity Grant (Chair) | $379,930 | 3,528 unrestricted shares at $107.69 closing price on Feb 21, 2024; Chair grant level is $380,000 |
| Form of equity | Unrestricted shares of Common Stock | Granted following first regular Board meeting each year |
| Performance metrics | None disclosed for director equity | Director equity is not performance-conditioned (time-based unrestricted shares) |
No stock options, PSUs, or director-specific performance metrics are disclosed for non-employee directors in the proxy; director compensation emphasizes cash retainers and annual unrestricted stock grants .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict Considerations |
|---|---|---|
| Cable One, Inc. (CABO) | Public company board | Industry adjacency (broadband/cable vs. CCI fiber/small cells); proxy does not disclose any related-party transactions involving Bartolo . |
Governance controls over conflicts:
- Related Party Transactions Policy with NESG review and approval/ratification; conflicts expected to be reported to GC/Corporate Secretary; annual questionnaires to directors/executives .
Expertise & Qualifications
- Financial/accounting expertise (audit background; CFA; corporate finance leadership) .
- Wireless/telecom industry depth (analyst and PM coverage of towers, telecom, cable; Institutional Investor buy-side telecom analyst recognition) .
- Risk management and capital allocation (managed large mutual fund; top-decile performance; oversight of strategic alternatives via Fiber Review) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| P. Robert Bartolo | 42,792 | <1% |
Stock ownership guidelines for directors:
- Non-employee directors should seek to hold Common Stock valued at 3× the Annual Equity Grant ($230,000 standard; Chair’s additional equity amount excluded from the calculation); target thus equals $690,000 of stock value for guideline purposes, to be met within five years of appointment or grant increase .
Governance Assessment
- Board effectiveness: Independent Chair role separated from CEO enhances oversight; presides executive sessions; broad finance/telecom expertise relevant to CCI’s strategic review of fiber assets (he chairs Fiber Review Committee) .
- Independence and attendance: Affirmed independent; attendance at least 75% threshold met by incumbents; strong engagement across numerous meetings (Board 22; FRC 19; CEO Search 11 in 2024) .
- Compensation alignment: Mix is predominantly equity plus role-based cash retainers; Chair equity grant increased to $380,000 to remain competitive with peers; explicit director stock ownership and retention guidelines support alignment .
- Conflicts/related-party exposure: Policy framework in place; proxy does not disclose specific related-party transactions involving Bartolo; external board at Cable One presents industry adjacency but no disclosed transactions with CCI .
- Compensation committee and consultant independence: CHC Committee comprised of independent directors; FW Cook engaged as independent consultant; no interlocks disclosed for CHC members in 2024 .
RED FLAGS
- None disclosed regarding pledging/hedging, related-party transactions involving Bartolo, or low attendance; note pay program changes increased Chair equity grant—monitor for pay inflation and performance linkage trends over time .