Proxy firm Glass Lewis has publicly urged Crown Castle shareholders to vote for two activist director candidates, including the company's co-founder and former chief executive officer, Ted Miller, to the board, along with former CFO Charles Green.

In pushing for these two nominees, Glass Lewis also told shareholders to withhold support for Crown Castle's nominees, Cindy Christy and Ari Fitzgerald, ahead of Crown's Annual Meeting on May 22, 2024.

Crown Castle
– Sebastian Moss

However, another proxy advisory firm, Institutional Shareholder Services (ISS), this week gave its recommendation that shareholders vote in favor of all of Crown Castle’s director nominees.

Glass Lewis is a major American proxy advisory services company, providing recommendations for shareholder votes by institutional investors.

It comes amid an ongoing public spat between Miller and the current Crown Castle board, of which he has been vocally critical of for the past few months.

"We believe shareholders should support the election of dissident nominees Miller and Green, both of whom are former executives of the company and appear to us to have extensive operational and execution experience in the tower industry… Accordingly, we recommend that shareholders vote on the dissident group's GOLD proxy card," said Glass Lewis in a statement.

Miller, who ran Crown Castle between 1996 and 2002, wants four seats on the company's board, just months after Crown Castle struck an agreement with Elliott Investment Management and added new board members. Green was Crown's founding CFO.

In response to this, Miller via his investment vehicle Boots Capital Management, LLC, wants to invalidate the cooperation agreement between Crown Castle’s board of directors and Elliott.

He also launched a proxy fight against the company, while outlining his vision to change the firm's strategy.

In a 39-page plan that detailed Miller's vision at the company, he pointed out that back in 2013, the company owned 40,000 towers and employed 1,400 people. By comparison, today the company still owns around the same amount of towers, but employs more than 2,200 people, despite cutting 15 percent of its workforce.

His most notable aim is to sell the firm's fiber assets, which he said could fetch as much as $15 billion. Last month, Crown Castle confirmed it's in talks with multiple parties over a potential sale.

"We are pleased that Glass Lewis agrees that new leadership is needed on the Crown Castle Board to add meaningful tower company operating experience and help restore value for all shareholders," said Miller. "Glass Lewis's recommendation for the election of two of our nominees supports our belief that Crown Castle's board should be held accountable for years of value destruction, significant underperformance relative to its peers and poor decision making over the last decade.

"While Glass Lewis has recognized our nominees have the operational expertise, plan, tower industry experience, and leadership skills to restore value at Crown Castle, we continue to believe that the election of our four nominees is ideal to effect the changes that Glass Lewis agrees are needed at Crown Castle. Shareholders deserve a more capable Board with a detailed plan that will help restore credibility, leadership, and operational excellence to Crown Castle and create long-term value."

Glass Lewis noted in their backing of Miller and Green, that the duo boast substantial expertise in the tower industry.

Such a topic has been one that Miller has used against the current Crown Castle board on several occasions, previously calling it "unconscionable" that the current board has seven total years of tower industry operating experience.

This led Crown Castle to hit back via an open letter to shareholders, noting that four of its 12 board members have relevant experience, including former interim CEO Anthony Melone, previously a senior executive at Verizon, and with more than 35 years of experience in the telecommunications industry.

Crown Castle has also hit back at claims that Miller said the company has refused to engage with him and Boots. After filing a lawsuit against the company, Crown Castle slammed Miller as "self-serving."

ISS backs Crown Castle

ISS, a rival to Glass Lewis, backed all company directors and none of Boots Capital's candidates, noting there's no need for more change.

“As there is no case for incremental change at this juncture following the recent turnover at the board, the hiring of the permanent CEO, and the formation of the fiber review committee, shareholders are recommended to vote FOR all management nominees," ISS said in a statement.

"The dissident has positioned this campaign as an offer to assist with changes that are already being implemented, such as the sale of the fiber business and operational improvements to the tower business. However, although 25 parties have signed NDAs to review the analysis of a potential sale prepared by Boots Capital, none of those parties appear to have reached out to CCI to express an interest.”

ISS added that Crown Castle is already "well-positioned to evaluate and execute its strategy" under the current leadership.

Crown Castle appointed former American Tower (ATC) president Steven Moskowitz as CEO in April.

Moskovitz has significant experience in the telecommunications towers sector, previously working at ATC for more than a decade, during which he served as EVP and president.

More recently, he was CEO of Centennial Towers Holding LP, where he created a provider of build-to-suit cell sites in Brazil, Colombia, and Mexico.

"We are pleased that ISS supports our highly qualified board nominees and recognizes the strategic actions our board is taking to create a stronger and more valuable company," said Crown Castle in a statement this week.

"We are confident our board has the right skills and expertise, alongside our new CEO Steven Moskowitz, to advance the strategic and operating review of our fiber and small cell business and other strategic initiatives to unlock value for shareholders."