Ted B. Miller Sent Open Letter To Crown Castle Shareholders

$CCI

Crown Castle’s Board Has Presided Over a Decade of Underperformance and Lacks the Expertise to Turn the Company Around

Boots Capital’s Nominees Bring the Critical Tower Industry Experience and Detailed Plan Necessary to Restore Crown Castle’s Value for Shareholders

Time is Running Out to Cast Your Vote – Your Voice Matters No Matter How Many Shares You Own

May 17, 2024

To fellow Crown Castle shareholders:

The last few weeks have exposed us to the candid feedback and insights of Crown Castle’s largest shareholders. We heard repeatedly an overwhelming concern and frustration with the Company’s performance, slipshod governance, and lack of strategic planning.

This feedback has further reinforced our views, which we are sharing with all shareholders and hope will inform your decision as you cast your votes on the future of the Company.

1.There is a serious need for change at Crown Castle and the Board needs skilled, active leaders to execute it. Repeatedly, we heard shareholders express frustration with Crown Castle’s performance and direction.

Crown Castle’s total shareholder returns have lagged for a decade-plus due to capital misallocation, a debt-fueled dividend, and execution failures. This is not in dispute, and the Company has not even tried to defend its record other than to cherry-pick an obscure ETF as a comparison point, which is not used to set compensation or as a benchmark in its annual proxy.

Since our involvement, Crown Castle has added a new CEO and has shown an openness to finally selling fiber. Those are each worthy moves. Shareholders are telling us they want Boots to help drive the necessary changes by replacing decades-old directors responsible for this quagmire and once again focusing Crown Castle on the operations of its core tower business.

Simply put, the Boots nominees bring a detailed, informed view on fiber and a plan for the tower business based on decades of experience as Crown Castle and industry founders.

2.The corporate governance at Crown Castle has totally failed shareholders.

The materials put out by Crown Castle’s Board speak endlessly about its “refresh” to deflect from its long list of governance failures that are now being laid bare, which include:

a.Not a single independent director on the Board – including all of the directors brought on during the “refresh” – has tower company operating experience. This is an unbelievable weakness for a board of any tower company, let alone one that has just onboarded a CEO who will need much help to rebuild Crown Castle.

b.The Board’s complete lack of a CEO succession plan. This proved especially costly in terms of time, money, and disruption for shareholders when Jay Brown resigned in December 2023. Even today, Crown Castle continues to pay the new CEO, the interim CEO, and Jay Brown himself.

c.The folly of embarking on a $22 billion fiber project, ~50% of Crown Castle’s market capitalization, without including Return on Invested Capital as a measurement for executive and director compensation. This misaligned incentives in a way that continues to haunt the Company today.

d.Rushing to sign an entrenching cooperation agreement with Elliott Management Corp. which gave Elliott special privileges. To correct governance missteps, the agreement was revised twice after scrutiny by the Delaware Chancery Court.

e.The entrenchment of long-tenured directors such as Ari Fitzgerald (21+ years) and Cindy Christy (16+ years) who have overseen and approved, year after year, bad decisions and resulting value destruction.

f.A lack of willingness to engage with us constructively. Crown Castle’s Board took an overtly superficial approach to considering Boots’ nominations, effectively forcing this proxy contest on shareholders, and have rejected our multiple settlement proposals to reach a resolution for the benefit of shareholders. They will spend tens of millions of shareholder money to do so.

3.Boots’ nominees bring superior experience compared to the long-tenured, underqualified directors we are seeking to replace.

Boots Capital’s nominees have extensive experience in the U.S. and internationally building and running large-scale tower companies. I founded and built Crown Castle. Chuck Green has been responsible for leading 150,000+ wireless towers and has led 23 carveouts in 15 countries on 4 continents. Tripp Rice and I have spent the last decade building technology companies whose express purpose is to reduce costs in wireless-tower businesses. David Wheeler literally founded the banking practices that today finance tower acquisitions.

Compare our relevant tower industry resumes to Ari Fitzgerald and Cindy Christy, neither of whom have any tower experience and have presided over one of the greatest misallocations of capital this century; Rob Bartolo, who as chairman should bear responsibility for all of the Board’s failures and missteps; and Kevin Kabat, who has CEO experience, but at a bank.

These directors, clinging to their roles, want to scare you with the concept that we are disruptive and want to take over the Company. You have always had my pledge: we seek to work collaboratively with the Board and new CEO, whom we support. We seek to make Crown Castle an excellent operating company and an even better investment. We have no agenda other than building value for you and all shareholders. This is the same agenda that has driven me since co-founding the Company.

We regard our role as a way for you, the shareholders, to receive confidence and inject new energy into a Board that has failed you. We are an insurance policy for your investment.

Sincerely,

Ted B. Miller

Source:

https://www.sec.gov/Archives/edgar/data/1051470/000110465924063105/tm2413209-13_dfan14a.htm