Sunit Patel
About Sunit Patel
Sunit Patel, age 63, was appointed Executive Vice President and Chief Financial Officer of Crown Castle effective April 1, 2025, after serving as a non‑employee director from January 2024 to March 2025 . He previously served as CFO of Ibotta Inc. (Feb 2021–Mar 2025), EVP, Merger & Integration at T‑Mobile (2018–2020) where he led integration planning for the $26.5B Sprint merger, and held 15 years of public telecom CFO experience at Level 3 and CenturyLink/Lumen; he co‑founded Looking Glass Networks and served as its CFO (2000–2003) . Patel holds a B.S. in Chemical Engineering and Economics from Rice University and is a Chartered Financial Analyst . Given his appointment effective April 1, 2025, company TSR or operating performance attribution to his tenure is not yet applicable .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ibotta Inc. | Chief Financial Officer | Feb 2021 – Mar 2025 | Public technology CFO; led finance ahead of transition to CCI |
| T‑Mobile US | EVP, Merger & Integration | Oct 2018 – Apr 2020 | Led integration planning/execution for the T‑Mobile/Sprint $26.5B merger |
| CenturyLink (now Lumen) | EVP & CFO | 2017–2018 | Public telecom CFO post Level 3 merger |
| Level 3 Communications | EVP & CFO | 2003–2017 | 14+ years as public telecom CFO prior to CenturyLink merger |
| Looking Glass Networks | Co‑founder & CFO | 2000–2003 | Built metro fiber transport business; CFO |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Crown Castle Inc. | Director (non‑employee) | Jan 2024 – Mar 2025 | Provided governance/industry expertise; resigned to become CFO |
Fixed Compensation
| Component | Detail | Amount | Timing/Notes |
|---|---|---|---|
| Base salary (2025) | Annualized CFO base | $625,000 | Effective Apr 1, 2025 |
| Sign‑on bonus | Cash sign‑on | $250,000 | Lump sum post‑start; repayment if voluntary termination without Good Reason within 12 months |
| 2024 Director cash | Board and committee retainers | $117,500 | Cash paid for 2024 service as director |
| 2024 Director equity | Stock awards (fair value) | $319,890 | Annual director grant; total director comp $437,390 |
Performance Compensation
Long‑Term Equity Grants (2025)
| Grant type | Grant value | Metric/weighting | Vesting schedule | Payout/Modifier |
|---|---|---|---|---|
| Annual RSUs – Time‑based (40% of $4.45M) | $1,780,000 | Time‑based | 1/3 each Feb 19, 2026/2027/2028 | N/A |
| Annual RSUs – Performance RSUs (60% of $4.45M) | $2,670,000 | Cumulative AFFO/share (30%); Avg ROIC (30%) | Cliff vest Feb 19, 2028, subject to performance | TSR relative modifier ±15% |
| Sign‑on RSUs (time‑based) | $3,000,000 | Time‑based | 33 1/3% on Apr 10, 2026/2027/2028 | N/A |
Annual Incentive Plan (AIP) – 2025 EMT Plan (pro‑rated eligibility)
| Element | Detail |
|---|---|
| Participation | Eligible on a pro‑rated basis under 2025 EMT AIP |
| Target setting | Incentive opportunities set as % of base salary; threshold/target/max payout multiples by role per Exhibit A (CEO recommends; CHCC approves) |
| Performance metrics | Adjusted EBITDA; Organic Revenue Growth (mix/weights vary by role per Exhibit C) |
| Payout mechanics | Interpolation between threshold/target/max by metric; weighted sum yields payout multiple; minimum internal control standards apply |
| Payment timing | Processed by March 15, 2026 post financial statement approval |
| Clawback | Subject to company recoupment policies and Dodd‑Frank/NYSE requirements |
Performance Metrics Table (Award Design)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Cumulative AFFO/share (PRSUs) | 30% | Per RSU agreement | N/A | N/A | Vests Feb 19, 2028 if earned |
| Average ROIC (PRSUs) | 30% | Per RSU agreement | N/A | N/A | Vests Feb 19, 2028 if earned |
| TSR relative modifier | ±15% | Peer‑relative TSR | N/A | Applied to PRSUs | Applies at settlement |
| AIP: Adjusted EBITDA | Varies | Budget/forecast‑based | N/A | Interpolated | Paid by Mar 15, 2026 |
| AIP: Organic Revenue Growth | Varies | Budget/forecast‑based | N/A | Interpolated | Paid by Mar 15, 2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,919 CCI shares held as of Apr 1, 2025 |
| Ownership guidelines | Executive officers: hold CCI stock equal to 3x base salary; CEO 6x |
| Compliance window | Five years from appointment to reach ownership level; incremental five‑year clock for salary increases |
| Retention rule | If below guideline, must retain after‑tax shares from company grants until met |
| Clawback policy | Incentive Compensation Recovery Policy adopted Oct 2023 to recoup excess incentive comp following restatements per SEC/NYSE rules |
| AIP recoupment | AIP awards subject to recoupment for restatements or misconduct causing financial/reputational harm |
Employment Terms
| Term | Key provisions |
|---|---|
| Start date | CFO effective Apr 1, 2025 |
| Severance agreement | Form consistent with NEO severance, except Patel’s agreement removes a restriction that otherwise limited benefits for a Qualifying Termination during a Change in Control Period occurring on/after his 65th birthday |
| Qualifying Termination (non‑CIC) | Lump sum = 1x (other NEOs) base salary + target annual bonus; pro‑rated current‑year bonus; prior‑year unpaid bonus; 1 year of health/welfare; continued 401(k) participation for year of termination; continued RSU vesting opportunity for 2 years; PRSUs remain subject to performance |
| Qualifying Termination (during CIC) | Double‑trigger; lump sum = 2x base salary + target annual bonus; 2 years of health/welfare; 401(k) continuation for year; equity: immediate vesting of RSUs at target for PRSUs with continued opportunity above target, consistent with form agreement |
| Equity treatment detail | In CIC: “Target” portion of Performance Awards vests immediately; vesting can continue above target as if employed; outside CIC: RSUs continue to vest for two years; CEO language in form agreement mirrors this structure and governs NEO forms |
| Non‑compete / Non‑solicit | 12‑month non‑compete and non‑solicit post‑termination; enforcement via injunctive relief; damages recovery capped at ≤50% of severance amount paid under Sections 4.1(a)(ii) or 4.2(a)(ii) per form agreement |
| Good Reason (summary) | Includes material diminution of role, pay reduction, material benefit reduction, required relocation, or material breach; during CIC period, executive’s good‑faith determination is presumed correct absent clear and convincing evidence |
| 280G excise tax gross‑ups | Policy prohibits excise tax gross‑ups; none in existing severance agreements |
| Related‑party transactions | None reportable under Item 404(a) related to Patel |
Risk Indicators & Red Flags
- Section 16(a) compliance: Company noted one late Form 4 filing for Mr. Patel relating to one transaction in 2024 .
- Clawback: SEC/NYSE‑compliant recovery policy in place, reducing pay‑for‑performance misalignment risk .
- Governance hygiene: No related‑party transactions disclosed for Patel; non‑compete/non‑solicit protections mitigate transition risk .
Investment Implications
- Alignment and retention: Compensation is heavily equity‑weighted with 60% PRSUs tied to Cumulative AFFO/share and Average ROIC plus a TSR modifier, with long‑dated vesting (2028) and staggered sign‑on RSUs through 2028—supporting multi‑year retention and performance alignment .
- Downside/COC protection: Double‑trigger severance at 2x base+bonus in a change‑of‑control and robust equity vesting mechanics align incentives to protect value during strategic actions while preserving shareholder‑friendly features (no 280G gross‑ups) .
- Execution track record: Long‑tenured telecom CFO with large‑scale M&A integration experience (Level 3/CenturyLink; T‑Mobile/Sprint) may aid CCI’s transition to a pure‑play towers focus; appointment press release highlights relevance to ongoing portfolio reshaping .
- Monitoring: Watch for Form 4 activity around vesting dates (Feb 19 and Apr 10 annually) that could create technical selling pressure; ensure AIP metrics (Adjusted EBITDA, Organic Revenue Growth) trajectory aligns with guidance as payouts are formulaic and subject to clawback .
Note: All amounts and terms reflect the disclosures cited above; specific AIP target percentages for Mr. Patel were not specified in the filings and are set administratively under the 2025 EMT Plan .