UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

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Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under § 240.14a-12

T-Mobile US, Inc.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☒	No fee required

 

☐	Fee paid previously with preliminary materials

 

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

Notice of Annual Meeting of Stockholders

 

AGENDA:

 

◾

Elect 13 director nominees named in the Proxy Statement to the Company’s Board of Directors;

 

◾

Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

 

◾

Consider any other business that is properly brought before the Annual Meeting or any continuation, adjournment or postponement of the Annual Meeting.

Record Date: You can vote your shares if you were a stockholder of record at the close of business on April 18, 2022.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, please vote as soon as possible by internet, by telephone or by signing and returning your proxy card if you received a paper copy of the proxy card by mail.

The Annual Meeting will be held solely by means of remote communication, in a virtual only format. You can virtually attend the Annual Meeting at the meeting time by visiting www.virtualshareholdermeeting.com/TMUS2022 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 8:00 a.m. PDT. Online check-in will begin at 7:45 a.m. PDT, and you should allow ample time for the online check-in procedures.

By hosting the Annual Meeting online, the Company is able to ensure the health and safety of its directors, officers, employees and stockholders. This approach also aligns with the Company’s broader sustainability goals. Attendance at the virtual Annual Meeting will provide you with the same rights to participate as you would have at an in-person meeting. Once admitted to the Annual Meeting, you may submit questions, vote or view our list of stockholders by following the instructions that will be available on the meeting website.

 

By Order of the Board of Directors, Timotheus Höttges   Chairman of the Board of Directors April 27, 2022		Broady R. Hodder     Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 15, 2022

The Proxy Statement and Annual Report to Stockholders are available at

https://t-mobile.com/Proxy2022 and https://www.proxyvote.com.

		Cautionary Statement Regarding Forward-Looking Statements

This Proxy Statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including information concerning our future results of operations, are forward-looking statements. These forward-looking statements are generally identified by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could” or similar expressions. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements, including unexpected delays, difficulties, and expenses in executing against our environmental, climate, diversity and inclusion or other “Environmental, Social, and Governance (ESG)” targets, goals and commitments outlined in this document, including, but not limited to, our efforts to reduce our greenhouse gas emissions, as well as changes in laws or regulations affecting us, such as changes in cybersecurity, data privacy, environmental, safety and health laws, and other risks as disclosed in our most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission (the “SEC”). Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. T-Mobile does not undertake, and expressly disclaims any duty, to update any statements contained herein, whether as a result of new information, new developments, or otherwise, except to the extent that disclosure may be required by law. In addition, some of the statements contained in this Proxy Statement may rely on third-party information and projections that management believes to be reputable; however, T-Mobile does not independently verify or audit this information.

This Proxy Statement contains ESG-related statements based on hypothetical scenarios and assumptions as well as estimates that are subject to a high level of uncertainty, and these statements should not necessarily be viewed as being representative of current or actual risk or performance, or forecasts of expected risk or performance. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in this document may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word “material” or “materiality” in this document in relation to those statements. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

Table of Contents

 

Proxy Statement Summary		1
Corporate Governance at T-Mobile		4
Environmental, Social and Governance Practices		5
About the Board of Directors		11
Annual Board and Committee Evaluations		13
How to Communicate with our Board		13
Board Committees and Related Matters		14
Risk Oversight		18
Director Compensation		20
Director Nomination, Selection and Qualifications		21
Proposal 1 - Election of Directors		24
Executive Officers		32
Proposal 2 -  Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2022		34
Changes in Certifying Accountant		34
Required Vote		34
Pre-Approval Process		35
Fees Paid to PricewaterhouseCoopers LLP		35
Audit Committee Report		35
Executive Compensation		37
Compensation Discussion and Analysis		37
Compensation Committee Report		50
Executive Compensation Tables		51
Equity Compensation Plan Information		63
Security Ownership of Principal Stockholders and Management		66
Transactions with Related Persons and Approval		68
Related Person Transactions		68
Related Person Transaction Policy		68
Transactions with Deutsche Telekom and SoftBank		68
Questions and Answers About the Annual Meeting and Voting		75
Other Information and Business		78
Appendix A—Reconciliation of Non-GAAP Financial Measures		A-1

 

 

THIS SUMMARY HIGHLIGHTS INFORMATION YOU WILL FIND IN THIS PROXY STATEMENT. AS IT IS ONLY A SUMMARY, PLEASE REVIEW THE COMPLETE PROXY STATEMENT BEFORE YOU VOTE.

 

Annual Meeting Information
		DATE AND TIME:   June 15, 2022 at 8:00 a.m. PDT		LOCATION:   Online only at www.virtualshareholder     meeting.com/TMUS2022		RECORD DATE:   April 18, 2022		PROXY MAIL DATE:   On or about April 27, 2022
How to Vote		BY INTERNET:   Visit the website listed on your proxy card		BY PHONE:   Call the telephone number on your proxy card		BY MAIL:   Sign, date and return your proxy card in the enclosed envelope		AT THE ANNUAL MEETING:   Vote electronically at the virtual Annual Meeting

 

Voting:		Each share of common stock is entitled to one vote for each director nominee and one vote for the other proposal to be voted on.
Admission:		You can virtually attend the Annual Meeting at the meeting time by visiting www.virtualshareholdermeeting.com/TMUS2022 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 8:00 a.m. PDT. Online check-in will begin at 7:45 a.m. PDT, and you should allow ample time for the online check-in procedures.

 

 

 

Annual Meeting Agenda and Vote Recommendations:

 

Matter				Board Vote Recommendation		Page Reference   (for more details)
Proposal 1		Election of Directors		FOR		24
Proposal 2		Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2022		FOR		34

In this Proxy Statement, “we,” “our,” “us,” “T-Mobile” and the “Company” refer to T-Mobile US, Inc. as a standalone company prior to April 1, 2020, the date we completed the Sprint Combination (as defined below), and after April 1, 2020, refer to the combined company as a result of the Sprint Combination. “Annual Meeting” refers to the 2022 Annual Meeting of Stockholders. We first made this Proxy Statement and form of proxy card available to stockholders on or about April 27, 2022.

 

⬛    PROXY STATEMENT 2022		1

Proxy Statement Summary

 

Good Corporate Governance Practices

Governance is real at T-Mobile. We became a publicly traded company in 2013 with a significant stockholder, Deutsche Telekom AG (“Deutsche Telekom”) following a business combination with MetroPCS Communications, Inc. (the “Metro Combination”). On April 1, 2020, we completed the merger with Sprint Corporation (“Sprint”) in an all-stock transaction (the “Sprint Combination”). Immediately after the Sprint Combination, we had two significant stockholders, Deutsche Telekom and SoftBank Group Corp. (“SoftBank”). Following the Sprint Combination, SoftBank sold 198,314,426 shares of T-Mobile’s common stock through synthetic secondary transactions effected through T-Mobile (the “SoftBank Monetization”). As a result of the SoftBank Monetization, as of March 31, 2022, Deutsche Telekom and SoftBank held, directly or indirectly, approximately 46.6% and 4.9%, respectively, of our outstanding common stock, with the remaining approximately 48.3% of our outstanding common stock held by other stockholders. In connection with the Sprint Combination, on April 1, 2020, Deutsche Telekom and SoftBank entered into a Proxy, Lock-up and ROFR Agreement (the “SoftBank Proxy Agreement”), and in connection with the SoftBank Monetization, on June 22, 2020, Deutsche Telekom, Marcelo Claure and Claure Mobile LLC (“Claure Mobile”), a Delaware limited liability company wholly owned by Mr. Claure, entered into a Proxy, Lock-up and ROFR Agreement (the “Claure Proxy Agreement” and together with the SoftBank Proxy Agreement, the “Proxy Agreements”). As a result of the Proxy Agreements, as of March 31, 2022, Deutsche Telekom has voting control over approximately 51.9% of the outstanding T-Mobile common stock, including approximately 0.4% and 4.9% shares of the outstanding T-Mobile common stock held by Claure Mobile and SoftBank, respectively.

Deutsche Telekom has the right to designate 10 of our directors. As a result, we have stockholder representation on our Board. The Nominating and Corporate Governance Committee has the right to designate three of our directors, all of whom are independent based on the applicable NASDAQ and SEC rules. Directors approach each Board decision with a mindset that is intellectually independent from management. In addition, our Board has structured our corporate governance program to promote the long-term interest of stockholders, strengthen the Board’s and management’s accountability and help build public trust in the Company.

 

		Unclassified Board and Annual Election of Directors
		Annual Board and Committee Self-Evaluations
		13 Director Nominees
		No Poison Pill
		Separation of Chairman and Chief Executive Officer Roles
		Stockholder Right to Call Special Meeting and Act by Written Consent
		Lead Independent Director
		Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies
		Independent Chairs of the Audit, Compensation and Nominating and Corporate Governance Committees
		Executive Compensation Driven by Pay for Performance
		Regular Executive Sessions of Independent Directors
		Stock Ownership Guidelines for Executive Officers and Directors
		Comprehensive Risk Oversight by the Board and its Committees
		Clawback Policy to Recapture Incentive Payments

 

2		PROXY STATEMENT 2022    ⬛

Proxy Statement Summary

 

		T-MOBILE’S UNIQUE FORMULA DELIVERS INDUSTRY-LEADING SERVICE REVENUE AND CASH FLOW GROWTH AND EXCEEDS 2021 GUIDANCE

Our unmatched network and value combination resulted in record-high and industry-leading postpaid account and customer growth in 2021. We added 5.5 million postpaid net customers in 2021, the most in Company history. The total customer count at year end increased to a record-high of 108.7 million.

We ended 2021 with total service revenues of $58.4 billion, net income of $3.0 billion, Adjusted EBITDA of $26.9 billion, and Core Adjusted EBITDA of $23.6 billion. We delivered $3.8 billion of synergies from the Sprint Combination in full-year 2021.

T-Mobile continues to strengthen its network leadership position as America’s only nationwide standalone 5G network. At the end of 2021, our extended range 5G network covered 310 million people across 1.8 million square miles and our Ultra Capacity 5G covered 210 million people.

Our stock price increased by 36.2% from April 1, 2020 (the closing date of the Sprint Combination) to December 31, 2021.

Adjusted EBITDA and Core Adjusted EBITDA are non-GAAP financial measures. Each of the non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations to the most directly comparable GAAP financial measures are provided in Appendix A to this Proxy Statement.

 

 

Executive Compensation Highlights – Paying for Performance

Our executive compensation program is aligned with our business strategy and is designed to attract and retain top talent, reward short-term and long-term business results and exceptional individual performance, and, most importantly, maximize stockholder value.

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

 

 

 

 

⬛    PROXY STATEMENT 2022		3

 

T-Mobile Is Committed to Good Corporate Governance

Our corporate governance practices and policies promote the long-term interests of our stockholders, strengthen the accountability of our Board and management and help build public trust.

Our Board has established a boardroom dynamic that encourages meaningful and robust discussions based on each director’s unique and diverse background, resulting in informed decision-making that seeks to maximize stockholder value and promotes stockholder interests. Directors exercise thorough oversight of decisions regarding the Company’s strategy and outlook. The Board regularly reviews developments in corporate governance and updates its practices and governance materials as it deems necessary and appropriate.

Key Governance Materials

 

		Certificate of Incorporation
		Bylaws
		Corporate Governance Guidelines
		Director Selection Guidelines
		Stockholders’ Agreement
		Charter for Each Board Committee
		Code of Business Conduct
		Code of Ethics for Senior Financial Officers
		Environmental Policy
		Human Rights Statement
		Speak Up Policy (f.k.a. Whistleblower Protection Policy)
		Supplier Code of Conduct

These documents are available under the “Governance” section of our website at http://investor.t-mobile.com or are included in our filings with the SEC. In addition, our key Privacy Notices are available on our website at https://www.t-mobile.com/privacy-center.

 

4		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

 

Environmental, Social, and Governance (ESG) Practices
T-Mobile is committed to operating responsibly and sustainably, using our brand, our people, and our network as catalysts for good. We believe it is important to invest in a more sustainable and inclusive future for everyone and are putting our values into action every day to do the right thing for our customers, our employees, society, and the planet.   2021 was a pivotal year for us as we continued to invest in this next chapter of the Un-carrier to create an even stronger Team Magenta. As one team, together, we invested in communities across the country by improving access to wireless connectivity and advancing digital empowerment initiatives. We also		continued to mobilize for a thriving planet by taking actions to reduce our environmental footprint through sustainable energy management and minimizing waste and e-waste. As a company, we doubled down on efforts to invest in our people through comprehensive learning and development tools, robust mental, health and financial resources and benefits, and an unwavering commitment to health and safety.   Underpinning each of our actions is our ongoing commitment to upholding responsible governance practices that promote accountability, risk management, and ethical conduct across the Company.

 

⬛		2021 ESG HIGHLIGHTS		⬛

 

 

⬛    PROXY STATEMENT 2022		5

Corporate Governance at T-Mobile

 

Governance – Doing it the Right Way

No matter how quickly or how boldly we move—there is only one way to deliver—and that’s by doing things the right way—through ethical conduct and socially and environmentally responsible business practices.

Our Code of Business Conduct provides clear expectations on how we do it the right way at T-Mobile. The Code is aligned to the workplace conduct standards and legal guidelines we follow as part of our commitment to ethical business practices.

All officers and employees receive ongoing training on Company values and important Code topics—such as Data Privacy, Insider Trading, Anti-Corruption, Health and Safety, Harassment and Discrimination, and our non-Retaliation policy—to help ensure everyone understands our Code of Business Conduct standards and T-Mobile’s commitment to doing business ethically.

Our Supplier Code of Conduct outlines expectations around ethical business practices for all T-Mobile suppliers. Even before suppliers are selected, a Third-Party Risk Management process screens for anti-corruption, global sanctions, human rights, and environmental risks.

To support our commitment to doing right by the environment and driving sustainability across our business, our Environmental Policy outlines key areas of focus and objectives, from tackling climate change to minimizing waste and maximizing the use of natural resources.

The T-Mobile Human Rights Statement underscores our commitment to respecting human rights and the expectations for our employees and business partners, as well as the mechanisms to help identify and address any potential violations.

 

		BOARD OVERSIGHT OF ESG

To ensure oversight of critical ESG issues, risks, and progress on initiatives, T-Mobile executives report updates to the Audit Committee and the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee receives briefings on key ESG topics, emerging trends, and progress four times a year. The Audit Committee receives enterprise risk updates, including issues relating to network resilience and business continuity as a result of climate-related impacts, three times a year. Outside of the regular cadence of briefings, the Board periodically receives additional updates on enterprise risk, cybersecurity, and other notable ESG matters from management and Board committees.

 

		STOCKHOLDER ENGAGEMENT

T-Mobile understands the importance of frequent, consistent, and transparent communication with stockholders as part of our commitment to strong corporate governance. Our senior management team engages extensively and regularly with stockholders, including one-on-one and group meetings and major industry conferences, and in March 2021 we hosted our first Analyst Day within a year after the closing of the Sprint Combination. Our investor relations team actively engages in year-round robust dialogue in multiple ways, including post-earnings communications, and with stockholders of all sizes on a variety of topics, including corporate strategy, business and financial performance, and ESG matters. This approach allows us to maintain meaningful two-way dialogue with a broad range of stockholders. To communicate broadly with all stakeholders, we also share ESG information through our Corporate Responsibility report, Investor Relations website, our Annual Report, this Proxy Statement, and in posts on our T-Mobile Stories and Blogs Newsroom site. Based on our ongoing communication with our investors, our investor relations team, working with our Corporate Secretary, provides relevant feedback to our Board of Directors and senior management team.

 

		DATA PRIVACY & CYBERSECURITY

T-Mobile is committed to maintaining the trust of our customers, employees, partners, and the public by respecting the personal information entrusted to us and handling it responsibly. See disclosures under “Corporate Governance at T-Mobile—Risk Oversight” on the management, Board and committees’ oversight of information security and privacy issues.

We are committed to responsible data use, including as defined by the Cellular Telecommunications and Internet Association (“CTIA”) Consumer Code of Conduct. We use a variety of administrative, technical and physical security measures to protect our customers’ data. If and when incidents occur that potentially involve unauthorized access to personal data, we activate response processes and team members to investigate and remediate. We also seek to align our safeguards to new and evolving risks.

We equip our employees and key contractors with training and knowledge-based resources to help them carry out proper privacy and security practices. This basic training is supplemented by our Security and Privacy Ambassador Network comprised of a team of privacy experts embedded throughout the Company and managed by T-Mobile’s Privacy Team. The Privacy Center on the T-Mobile website provides employees and consumers tools to access T-Mobile’s Privacy Policies, understand how T-Mobile uses personal data, and navigate the choices we offer for control of data use and sharing.

 

6		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

		SUSTAINABILITY STEERING COMMITTEE

To help drive sustainability outcomes across the business, the T-Mobile Sustainability Steering Committee meets quarterly to discuss priority environmental sustainability topics and initiatives. Comprised of executive leaders from cross-functional groups such as corporate development and strategy, brand and corporate communications, technology, procurement, enterprise risk and investor relations, the committee works to drive a holistic, enterprise-wide discussion and to align sustainability efforts at T-Mobile, as well as ensuring functional visibility, accountability, and engagement in the development of company-wide plans. The committee is co-led by our Executive Vice President and Chief Communications Officer and our Executive Vice President, Corporate Development and Strategy. Key initiatives overseen by the committee are communicated through ESG updates to the Nominating and Corporate Governance Committee.

Social – Impacting Our People and Communities

 

		INVESTING IN OUR PEOPLE & CULTURE

Diversity, Equity, and Inclusion

We are a company of approximately 75,000 diverse and amazing employees, and it’s this diversity that fuels the Un-carrier spirit. Our ability to continue to deliver growth and profitability would be impossible without our employees, and the challenges of the last two years brought to the forefront just how valuable our team is. We are a stronger company and can better serve our customers when we bring together the unique talents, backgrounds, and perspectives of every person on our team.

We also know that leading with transparency includes providing details on our workforce data. We plan to publish our EEO-1 workforce data alongside our Corporate Responsibility Report later this year.

 

 

* Data shown above is as of December 31, 2021. Percentages are rounded to nearest whole number.

Diversity, equity and inclusion (“DE&I”) touches every aspect of T-Mobile’s future as a bigger and better company, and we are on a mission to embed DE&I across everything we do. We refer to this mission as our Equity In Action Plan which spans the values we live by, how we invest in and provide opportunities for our employees, how we select the suppliers we do business with, and how we advocate for our customers and communities.

We continue to complete initiatives in support of this Equity In Action Plan and in other spaces where we see opportunities to make a positive impact. In June 2021, T-Mobile also expanded its efforts to empower LGBTQ+ youth with a $1.0 million donation to the Human Rights Campaign Foundation’s new financial and digital literacy initiatives, as well as a $250,000 donation to the Gay, Lesbian & Straight Education Network’s efforts to make schools safer and more inclusive. In January 2022, T-Mobile renewed the partnership with Thurgood Marshall College Fund, with a $2.5 million donation to support the Thurgood Marshall College Fund’s scholarships for students attending historically Black colleges and universities and the new National Black Talent Bank program that helps high school graduates jumpstart their professional careers and gain access to tailored higher education pathways.

 

⬛    PROXY STATEMENT 2022		7

Corporate Governance at T-Mobile

 

We encourage every employee to be part of this effort through our six DE&I Employee Resource Groups and four sub-affinity groups. Currently, we have over 50 DE&I chapters across the nation that help spearhead volunteer opportunities, events, and meaningful conversation with employees at a local level.

 

		OVER ONE THIRD EMPLOYEE  INVOLVEMENT

 

Women and Allies Network		Accessibility Community at T-Mobile		Veterans and Allies Network
16,800+		10,700+		11,500+
members		members		members

Multicultural Alliance		Multigenerational Network		PRIDE
18,900+		12,600+		12,700+
members		members		members

In 2021, our efforts to create an environment where every employee feels valued and equipped to offer the best care for our customers received over 60 national, regional, and local awards and recognitions that named us a great place to work, including Fortune’s 100 Best Companies to Work For in each of the past five years.

Compensation, Wellness and Benefits

We attract and retain our workforce through a dynamic and inclusive culture and by providing the same exceptional benefits that are available to both our executive officers and other eligible full-time and part-time employees, including:

 

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Competitive medical, dental and vision benefits

 

◾

Annual stock grants to all full-time and part-time employees and a discounted Employee Stock Purchase Program

 

◾

A 401(k) Savings Plan

 

◾

Nationwide minimum pay of at least $20 per hour to all full-time and part-time employees

 

◾

LiveMagenta: a custom-branded program for employee engagement and well-being, including free access to life coaches, financial coaches and tools for healthy living

 

◾

Access to personal health advocates offering independent guidance

 

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Tuition assistance for all full-time and part-time employees

 

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A matching program for employee donations and volunteering

Career Development, Learning and Training

We have a range of developmental programs and resources designed to build a diverse group of leaders and empower employees to improve their skills and advance their careers. We do this through a variety of programs and platforms, including:

 

◾

Award-winning career and development programs for all employees at all levels through Magenta University, our one-stop shop for all employees to evolve their skills and career, advance leadership expertise, deepen commitments to DE&I and AMPlify SYNC conversations

 

◾

Hosting our annual Day of Learning, which is a company-wide development opportunity

 

◾

AMPlify SYNC conversations for employees to discuss performance goals and career development

 

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All of the aforementioned career development, learning and training opportunities are made accessible for employees with disabilities (pursuant to U.S. Department of Labor standards)

 

◾

Transparent career paths available to customer care employees and candidates that provide realistic progression timelines, salaries and expectations

 

8		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

		COMMUNITY INVESTMENT AND DIGITAL EMPOWERMENT

We are committed to using our transformational 5G network and our scale to be a catalytic force for good in our communities. From reliable connectivity for all to education and youth development, T-Mobile is committed to giving back in bold ways that align with our brand, leverage our technology, and mobilize our people to create meaningful change for the greater good.

5G FOR GOOD

 

Access to Connectivity and Bridging the Digital Divide

In September 2020, T-Mobile launched Project 10Million, our $10.7 billion, five-year commitment aimed at delivering free and heavily subsidized internet connectivity to millions of underserved student households at no cost to them. Partnering with school districts across the country, the program offers free wireless hotspots, free or heavily subsidized high-speed data and access to affordable laptops and tablets. Since launch, Project 10Million has brought reliable connectivity to nearly 1,500 school districts. All in all, T-Mobile has connected approximately 3.2 million students nationwide since early 2020.

Beyond the classroom, we remain focused on bringing 5G to rural America to end the digital divide, and customers in these geographies are benefitting from having access to faster speeds for both mobile and home broadband. We have expanded our High-Speed Internet service which gives important new connectivity options to millions of households in rural communities.

We also remain committed to helping America’s frontline heroes at the most critical times. Connecting Heroes is T-Mobile’s 10-year commitment to provide free smartphone service and 5G access to state and local nonprofit first-responder agencies across the nation.

We also understand the importance of affordability when it comes to helping ensure every American can stay connected, which is why we offer Connect by T-Mobile, which provides a low-cost option to keep millions of families and individuals connected.

Philanthropic Support

 

		2021

 

52,000+		8,000+		$2.9M		$3.7M		$32.8M
Employee Volunteer Hours		Nonprofits Supported		Disaster Response Support		Employee Giving		Cash Giving by T-Mobile and the T-Mobile Foundation

Our employees are at the heart of the good we do and serve as champions for their local communities. By empowering them to support the causes they care most about, we’re able to help create vibrant, resilient communities. Through the T-Mobile Foundation Magenta Match program we match our employees’ donation dollars to charities of their choice and donate ten dollars per volunteer hour they complete, up to $2,000 per employee per calendar year. In 2021, our employees donated approximately $3.7 million and volunteered over 52,000 hours in their communities.

In total, T-Mobile and the T-Mobile Foundation gave approximately $32.8 million to non-profits in communities across the U.S. and Puerto Rico during 2021.

 

⬛    PROXY STATEMENT 2022		9

Corporate Governance at T-Mobile

 

Disaster Response

When disasters impact our customers and communities, connectivity is a crucial lifeline to loved ones—and for first-responders and aid agencies. We take a comprehensive approach to disaster preparation and response. We partner closely with national weather forecasters to monitor for climate-related emergencies. Once a storm hits, our investments in our network’s resiliency and infrastructure prove critical. In total, T-Mobile provided $2.9 million in devices, service, and other supplies to keep customers connected during unexpected disasters in 2021.

Environment – Mobilizing for a Thriving Planet

A thriving society needs a thriving planet, and T-Mobile is committed to doing our part to help build a more sustainable future for all. This means investing in ways we can operate more sustainability and using our unique position and power of scale to enable others to live, work, and connect in a more environmentally sustainable manner.

 

		TAKING CLIMATE ACTION

A key area of focus at T-Mobile is reducing our entire carbon footprint, from our operations to our supply chain. We worked with the Science Based Targets initiative to set two science-based emissions targets in 2019—a U.S. wireless industry first.

 

◾

Target 1: Reduce combined absolute Scope 1 and 2 GHG emissions 95% by 2025 from a 2016 base year.

 

◾

Target 2: Reduce Scope 3 GHG emissions 15% per customer by a 2025 from a 2016 base year.

In 2021, we reduced Scope 1 and 2 emissions by 96% compared to 2020, and 97% compared to 2016. We also reduced Scope 3 emissions per customer by 2% compared to 2020, and 16% compared to 2016. The progress we made in 2021 means that we achieved both of these science-based targets ahead of schedule.

Sustainable Energy Management

Critical to reducing our carbon footprint has been sustainable energy management, which includes investing in energy efficiency measures to conserve energy where possible and investing in renewable energy projects to account for the electricity we purchase.

In 2018, we set a renewable energy goal to address the electricity we purchase, and we recently announced that we were the first and only U.S. wireless provider to commit to and achieve our goal to source renewable energy equivalent to 100% of our electricity usage by the end of 2021.

Achieving this 100% renewable energy goal is only one part of T-Mobile’s larger plan to reduce our carbon footprint and support a thriving planet. This milestone is complemented by a focus on energy conservation and investments in energy efficiency. At the end of 2021, we achieved a 14.4% reduction in energy consumption per petabyte of data traffic compared to 2019.

Minimizing Waste

Another important part of reducing our footprint includes working to responsibly manage waste and e-waste across our value chain through our actions and commitments, and the opportunities we provide for employees and customers. T-Mobile continually seeks to reduce operational waste generated from our business. We also helped develop the CTIA Guidelines for Wireless Device and Accessory Packaging to provide guidance on mitigating the environmental impact from mobile wireless device and accessory packaging. These guidelines were released in 2020 and continue to be a point of engagement with our suppliers.

T-Mobile has an internal e-waste management program to maximize the percentage of Network, IT and Real Estate e-waste that is reused or recycled. We empower our customers to reduce e-waste by offering options to bring in smartphone, tablet, smartwatch, hotspot or IoT item into select stores to be upcycled or recycled for free. In 2021, T-Mobile collected millions of devices for reuse, resale, and recycling, including phones, smartwatches, tablets, hotspots, and IoT items. Our suppliers and partners that repair and recycle these devices are required to be certified to the industry-leading R2 standard, which provides a common set of processes, safety measures, and documentation requirements. In 2021, we won the Gold Tier Award in the United States Environmental Protection Agency’s Sustainable Materials Management Electronics Challenge.

 

10		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

About the Board of Directors

GOVERNANCE FRAMEWORK AND CODE OF BUSINESS CONDUCT

Our Board has adopted Corporate Governance Guidelines that, together with our certificate of incorporation, our bylaws and the Second Amended and Restated Stockholders’ Agreement we entered into with Deutsche Telekom and SoftBank on June 22, 2020 (the “Stockholders’ Agreement”), provide a framework for the effective governance of the Company.

The Board also adopted our Code of Business Conduct, which establishes the standards of ethical conduct applicable to our directors, officers and employees. In addition, we have a Code of Ethics for Senior Financial Officers. In the event of a waiver by the Board of any Code of Business Conduct or Code of Ethics for Senior Financial Officers provisions applicable to directors or executive officers, we will promptly disclose the Board’s actions on our website.

OUR BOARD

Our Board consists of 14 directors, one of whom is currently employed by the Company, and will be reduced to 13 directors at the conclusion of the Annual Meeting. We are required to have a “National Security Director” pursuant to our national security commitments entered into in connection with the Sprint Combination. Mr. Stephen Kappes served in such capacity until his resignation from the Board on April 6, 2021. Effective on June 22, 2021, Letitia A. Long was appointed to the Board and began to serve in such capacity. Pursuant to our certificate of incorporation and the Stockholders’ Agreement, Deutsche Telekom has certain rights to designate director nominees and to have such designees serve on the committees of the Board. See “Transactions with Related Persons and Approval—Transactions with Deutsche Telekom and SoftBank—Stockholders’ Agreement” for more information.

WE ARE A CONTROLLED COMPANY WITH CERTAIN EXEMPTIONS

Since Deutsche Telekom and SoftBank hold approximately 46.6% and 4.9%, respectively, of our outstanding shares of common stock as of March 31, 2022, and pursuant to the Proxy Agreements, Deutsche Telekom has voting control, as of March 31, 2022, over approximately 51.9% of the outstanding shares of our common stock (including approximately 0.4% and 4.9% of the outstanding shares of common stock held by Claure Mobile and SoftBank, respectively), we are deemed a “controlled company” under the NASDAQ Stock Market LLC (“NASDAQ”) rules. These rules exempt “controlled companies,” like us, from certain corporate governance requirements, including: (i) that a majority of our Board be independent, (ii) that our Nominating and Corporate Governance Committee be composed entirely of independent directors, and (iii) that our Compensation Committee be composed entirely of independent directors.

DIRECTOR INDEPENDENCE

On an annual basis, our Board evaluates the independence of each director, including nominees for election to the Board, in accordance with NASDAQ rules and our Corporate Governance Guidelines. For certain types of relationships, NASDAQ rules require us to consider a director’s relationship with the Company, and also with any parent or subsidiary in a consolidated group with the Company, which includes Deutsche Telekom and its affiliates. Each of the following directors or director nominees is an “independent director” under NASDAQ rules and our Corporate Governance Guidelines:

 

⬛  Srikant M. Datar*   ⬛  Bavan M. Holloway*   ⬛  Letitia A. Long		⬛  Teresa A. Taylor*   ⬛  Kelvin R. Westbrook

 

*	The Board has determined that each member of the Audit Committee meets the heightened independence criteria applicable to audit committee members under NASDAQ and SEC rules.

BOARD LEADERSHIP

OUR CHAIRMAN AND OUR CHIEF EXECUTIVE OFFICER ROLES ARE SEPARATED

We believe that separating the roles of Chief Executive Officer and Chairman of the Board is appropriate for the Company and in the best interests of the Company and its stockholders at this time. Timotheus Höttges, Deutsche Telekom’s Chief Executive Officer, is the Chairman of the Board. Key responsibilities of our Chairman include:

 

◾

Managing the overall Board function

 

◾

Chairing all regular sessions of the Board

 

◾

Establishing the agenda for each Board meeting in consultation with the lead independent director, our Chief Executive Officer and other senior management, as appropriate

 

◾

Assisting in establishing, coordinating and reviewing the criteria and methods for evaluating, at least annually, the effectiveness of the Board and its committees

 

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Corporate Governance at T-Mobile

 

The separation of the offices allows Mr. Höttges to focus on management of Board matters and allows our Chief Executive Officer to focus on managing our business. Additionally, we believe the separation of the roles ensures the objectivity of the Board in its management oversight role, specifically with respect to reviewing and assessing our Chief Executive Officer’s performance. The Board believes that its role in risk oversight did not impact the leadership structure chosen by the Board.

WE HAVE A LEAD INDEPENDENT DIRECTOR

Our Board has also chosen to appoint a lead independent director. Teresa A. Taylor is our current lead independent director. Key responsibilities of our lead independent director include:

 

◾

Coordinating the activities of our independent directors

 

◾

Calling and presiding over the executive sessions of the independent directors

 

◾

Functioning as a liaison between the independent directors and the Chairman of the Board and/or the Chief Executive Officer

 

◾

Providing input on the flow of information to the Board, including the Board’s agenda and schedule

BOARD MEETINGS AND DIRECTOR ATTENDANCE

Our Board meets regularly throughout the year. Committees typically meet the day prior to the Board meeting, and, depending on the schedule of the Board meeting, the Audit Committee holds additional meetings in connection with quarterly earnings releases. Directors are expected to attend all meetings of the Board and each committee on which they serve, as well as the Annual Meeting of Stockholders. At each regularly scheduled Board meeting (or more frequently if necessary), time is set aside for executive sessions where outside (non-management) directors meet without management present. In addition, our Corporate Governance Guidelines require the independent directors to meet at least twice each year in executive session, with the lead independent director presiding at such executive session.

 

◾

Our Board met four times during 2021

 

◾

Each director attended at least 75% of the total number of meetings of the Board and Board committees on which he or she served

 

◾

All directors who then served on the Board attended our 2021 Annual Meeting of Stockholders

 

12		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

Annual Board and Committee Evaluations

The Nominating and Corporate Governance Committee oversees the annual Board and committee self-evaluation process. In 2021, the Committee engaged an outside consultant to coordinate and provide insight on the annual self-evaluation process.

 

		THE BOARD IS COMMITTED TO A COMPREHENSIVE SELF-EVALUATION PROCESS     TO REVIEW THE BOARD’S AND EACH COMMITTEE’S OVERALL EFFECTIVENESS.

BOARD EVALUATION PROCESS

 

 

How to Communicate With Our Board

You may contact the Chairman of the Board, the Board as a whole, the lead independent director, or any individual director as follows:

 

		T-Mobile US, Inc. The Board of Directors c/o Corporate Secretary 12920 SE 38th Street Bellevue, Washington 98006		After receipt, communications will generally be forwarded to the Chairman of the Board, the whole Board, the lead independent director or specific directors as the Corporate Secretary deems appropriate based on the content of, and the matters raised in, the communications. Communications that are unrelated to the duties and responsibilities of the Board or are unduly hostile, threatening, potentially illegal or similarly unsuitable will not be forwarded. Responses to letters and any communications that are excluded are maintained by the Company and are available to any director upon request.

 

⬛    PROXY STATEMENT 2022		13

Corporate Governance at T-Mobile

 

Board Committees and Related Matters

Our Board has six standing committees: Audit, CEO Selection, Compensation, Executive, Nominating and Corporate Governance and Transaction. The CEO Selection and Transaction Committees were formed upon the Sprint Combination. The Board makes committee and committee chair assignments annually at its meeting immediately following the Annual Meeting of Stockholders, although further changes may be made from time to time as deemed appropriate by the Board.

Each committee has a Board-approved charter, which is reviewed annually by the respective committee. Recommended changes, if any, are submitted to the Board for approval. Each committee may retain and compensate consultants or other advisors as necessary for it to carry out its duties, without consulting with or obtaining the approval of the Board or the Company. A copy of the charter for each standing committee can be found on the Investor Relations section of our website at http://investor.t-mobile.com by selecting “Governance Documents” under the “Governance” tab.

 

Chair: Srikant M. Datar   Additional Members: Teresa A. Taylor Bavan Holloway   Meetings Held in 2021: 11				Audit Committee   As more fully described in its charter, the primary responsibilities of the Audit Committee are to:   ◾   Assist the Board in oversight of the integrity of the Company’s financial statements and the accounting and financial reporting processes, disclosure controls and procedures and internal audit functions ◾   Directly appoint, compensate and retain our independent auditor, including the evaluation of the independent auditor’s qualifications, performance and independence ◾   Pre-approve the retention of the independent auditor for all audit and such non-audit services as the independent auditor is permitted to provide the Company and approve the fees for such services ◾   Discuss and oversee the Company’s financial risk assessment and risk management ◾   Develop and oversee compliance with the Code of Ethics for Senior Financial Officers ◾   Establish procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters ◾   Review and approve all related person transactions pursuant to the Company’s Related Person Transaction Policy   Our Board has determined that each member of the Audit Committee meets all of the requirements for audit committee members under applicable NASDAQ rules, and each of Mr. Datar and Ms. Holloway is an “audit committee financial expert” as defined in applicable SEC rules.

 

14		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

Compensation Committee   As more fully described in its charter, the primary responsibilities of the Compensation Committee are to:   ◾   Review and approve the Company’s overall executive compensation philosophy and its programs, policies and practices regarding the compensation of its executive officers at least annually ◾   Review and approve corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectives and determine and approve the Chief Executive Officer’s compensation ◾   Review and approve annual and long-term compensation for and all compensation arrangements to be entered into with the Company’s executive officers ◾   Oversee the development of succession plans for the Chief Executive Officer and senior management ◾   Assist the Board in reviewing the results of any stockholder advisory votes, or respond to other stockholder communications that relate to executive officer compensation, and consider whether to make or recommend adjustments to the Company’s policies and practices as a result of such votes or communications ◾   Review a report from management regarding potential material risks, if any, created by the Company’s compensation policies and practices ◾   Review and make recommendations to the Board with respect to compensation for non-employee members of the Board ◾   Review and make recommendations to the Board with respect to all Company equity compensation plans and oversee the administration of such plans ◾   The Section 16 Subcommittee has the authority to approve all equity or equity-based awards granted to the Company’s officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided that if the Section 16 Subcommittee does not consist of at least two directors, the full Board shall have such authority.						Chair: Kelvin R. Westbrook    Additional Members:  Marcelo Claure  Christian P. Illek  Raphael Kübler  Michael Wilkens    Meetings Held in 2021: 7    Section 16 Subcommittee:  Kelvin R. Westbrook  Teresa A. Taylor

Compensation Committee

THE COMPENSATION COMMITTEE HAS ENGAGED AN INDEPENDENT COMPENSATION CONSULTANT

The Compensation Committee has retained Mercer (a wholly owned subsidiary of Marsh & McLennan Companies, Inc.), a well-recognized employee benefits and compensation consulting firm, as its independent compensation consultant. Mercer assists the Compensation Committee in its evaluation of the compensation and benefits provided to the Chief Executive Officer and the other executive officers. Mercer generally attends Compensation Committee meetings at which executive officer compensation is discussed and provides information, research and analysis pertaining to executive compensation as requested by the Compensation Committee. Mercer also updates the Compensation Committee on market trends. During 2021, the aggregate fees for such services were approximately $266,000. In addition, Mercer provided services to the Company for investment and benefits consulting and retirement plan consulting, which services were approved by the Compensation Committee without specific recommendation from management. The aggregate fees for such services were approximately $626,000.

 

∎  The Compensation Committee determined that Mercer is (and was, during 2021) independent and that its engagement does not (and did not, during 2021) present any conflicts of interest that would prevent Mercer from serving as an independent consultant to the Compensation Committee.   ∎  Mercer also determined that it was independent from management and confirmed this in a written statement delivered to the Compensation Committee.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2021, the following individuals served on the Compensation Committee for all or part of the year: Messrs. Claure, Guffey, Illek, Kübler, Langheim, Westbrook and Wilkens. Mr. Guffey ceased to be a member of the Board and the Compensation Committee on June 3, 2021, following the 2021 annual meeting of stockholders. No member of the Compensation Committee who served during 2021 was an officer or employee of the Company or any of its subsidiaries during the year, was formerly a Company officer or had any relationship otherwise requiring disclosure as a compensation committee interlock.

 

⬛    PROXY STATEMENT 2022		15

Corporate Governance at T-Mobile

 

Chair: Timotheus Höttges   Additional Members: Marcelo Claure Christian P. Illek Thorsten Langheim Teresa A. Taylor   Meetings Held in 2021: 0*   *Per the CEO Selection Committee’s charter, the Committee meets as often as it determines necessary				CEO Selection Committee   As more fully described in its charter, the primary responsibilities of the CEO Selection Committee are to:   ◾   Select, appoint, hire, fire and recall from office the Chief Executive Officer of the Company ◾   Consult with SoftBank as required for certain decisions to fire and recall from office the Chief Executive Officer of the Company

Chair: Timotheus Höttges   Additional Members: Marcelo Claure Christian P. Illek Raphael Kübler Thorsten Langheim G. Michael Sievert   Meetings Held in 2021: 0*   *Per the Executive Committee’s charter, the committee meets as often as it determines necessary				Executive Committee   As more fully described in its charter, the primary responsibilities of the Executive Committee are to:   ◾   Monitor the Company’s operating performance relative to its operating objectives, strategy, plans and actions ◾   Provide management with feedback regarding the Company’s operating objectives, strategy, plans, and actions, as well as the Company’s operating performance ◾   Consider strategic operating goals, opportunities and risks ◾   Recommend changes to the Company’s operating objectives, strategy, plans, and actions for consideration by the Board, as appropriate

 

16		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

Nominating and Corporate Governance Committee   As more fully described in its charter, the primary responsibilities of the Nominating and Corporate Governance Committee are to:   ◾   Subject to the terms of the Company’s certificate of incorporation and the Stockholders’ Agreement, review, approve and recommend for Board consideration director candidates based on the director selection guidelines then in effect, and advise the Board with regard to the nomination or appointment of such director candidates ◾   Periodically review and make recommendations to the Board regarding the appropriate size, role and function of the Board ◾   Develop and oversee a process for an annual evaluation of the Board and its committees ◾   Monitor the process for preparing agendas for, organizing and running Board meetings (including the occurrence of regular executive sessions) in coordination with the Chairman of the Board and Chief Executive Officer ◾   Recommend to the Board, as appropriate, the number, type, functions, and structure of committees of the Board, and the chairperson of each such committee ◾   Oversees director succession planning ◾   Develop and oversee compliance with the Code of Business Conduct for all employees, officers and directors ◾   Discuss the Company’s risk assessment and risk management policies, as well as annually review the implementation and effectiveness of our compliance and ethics programs ◾   Periodically review the Company’s report on political and charitable contributions and other environmental, sustainability, and corporate social responsibility matters ◾   Periodically review and consult with management on the Company’s data privacy and information security programs, including cybersecurity ◾   Periodically review the Company’s director orientation program and recommend changes, as appropriate ◾   Monitor, plan and support continuing education activities of the directors ◾   Develop, update as necessary and recommend to the Board corporate governance principles and policies						Chair: Teresa A. Taylor       Additional Members:     Dominique Leroy     Letitia A. Long       Meetings Held in 2021: 8

Transaction Committee   As more fully described in its charter, the primary responsibilities of the Transaction Committee are to:   ◾   Evaluate with the Company’s management and provide recommendations to the Board with respect to proposed strategic transactions for the Company and its businesses, including, but not limited to, mergers, acquisitions, divestitures, joint ventures, and other similar transactions ◾   Monitor the progress of pending and potential strategic transactions involving the Company, its businesses and its competitors						Chair: Thorsten Langheim       Additional Members:     Christian P. Illek     Kelvin R. Westbrook       Meetings Held in 2021: 0*   *Per the Transaction Committee’s charter, the committee meets as often as it determines necessary

 

⬛    PROXY STATEMENT 2022		17

Corporate Governance at T-Mobile

 

Risk Oversight

MANAGEMENT’S ROLE IN RISK OVERSIGHT

Management of the Company, including the Chief Executive Officer and other executive officers, is primarily responsible for managing the risks associated with the business, operations, and financial and disclosure controls. Management conducts a quarterly enterprise-wide risk assessment and considers financial, integration, strategic, IT, cybersecurity, technology, operational, compliance, legal/regulatory, and reputational risks to the Company. In addition, management conducts an annual fraud risk assessment. The results of these assessments are considered in connection with the operational, financial, and business activities of the Company.

Management Has Established a Third-Party Risk Management Program

Management has established a centralized Third-Party Risk Management program to evaluate multiple aspects of risk related to doing business with third parties, including, but not limited to, cybersecurity, geopolitical, privacy, financial, anti-corruption, fourth-party risks and risks relating to foreign ownership and compliance with national security commitments.

Management Has Established an Enterprise Risk and Compliance Committee and an Information Security and Privacy Council

The Enterprise Risk and Compliance Committee oversees risk management and compliance activities as a means of bringing risk issues to the attention of senior management. Responsibilities for risk management and compliance are distributed throughout various functional areas of the business, and the Enterprise Risk and Compliance Committee regularly meets and reviews the Company’s activities in these areas.

The Information Security and Privacy Council oversees the strategic governance and prioritization of the Company’s information security (including cybersecurity), privacy and national security initiatives to help protect information assets and safeguard our network infrastructure for the business, the Company’s employees, and the Company’s customers. In addition, in fall 2021, a new information security office, the Cyber Transformation Office, was formed under the Company’s Chief Executive Officer, overseeing the Company’s data security organization and tasked with elevating the Company’s cyber security capabilities and reinforcing a security-first mindset throughout T-Mobile business and operations functions.

THE BOARD’S ROLE IN RISK OVERSIGHT

Selective Delegation of Risk Oversight to Committees

While the full Board has overall responsibility for risk oversight, the Board has delegated risk oversight responsibility for certain risks to committees of the Board. On a regular basis, reports of all committee meetings are presented to the Board, and the Board periodically conducts deep dives on key enterprise risks.

Audit Committee

The Audit Committee has primary responsibility for overseeing the Company’s various risk assessment and risk management policies. The Audit Committee considers and discusses policies with respect to risk assessment and risk management, including the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

To assist the Audit Committee with its risk assessment function, the Senior Vice President, Internal Audit & Risk Management, who serves as the Chief Audit Executive, has a direct communication channel to the Audit Committee for purposes of reporting or discussing concerns, and has regular meetings with the Audit Committee and/or its members. The Chief Audit Executive provides a quarterly enterprise-wide risk assessment (including risks relating to cybersecurity and privacy), annual fraud risk assessment, and SOX and Internal Audit reporting or assessments to the Audit Committee, and updates the Audit Committee on significant issues raised by the Enterprise Risk and Compliance Committee. Our General Counsel provides periodic reports to the Audit Committee on the Company’s significant litigation matters.

The Audit Committee reviews all enterprise risk assessments, provides feedback to executive management and shares the risk assessments with the Board. The Audit Committee also has other responsibilities with respect to the Company’s financial and accounting compliance and complaint procedures, internal audit, SOX Compliance program and related person transactions, as more fully set out in its charter. Additionally, the Chief Compliance Officer also has a direct communication channel to the Audit Committee for purposes of discussing or reporting financial misconduct matters with the Audit Committee and/or its members.

CEO Selection Committee

The CEO Selection Committee oversees risks related to the selection, appointment, hiring, firing and recall from office the Chief Executive Officer of the Company.

Compensation Committee

The Compensation Committee has certain responsibilities with respect to succession planning and the assessment of risk in connection with our compensation programs. The Compensation Committee periodically reviews with management an assessment of

 

18		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

whether risks arising from the Company’s compensation policies and practices for all employees are reasonably likely to have a material adverse effect on the Company, as well as the means by which any potential risks may be mitigated, such as through governance and oversight policies. The Company designs the compensation programs to encourage appropriate risk-taking while discouraging behavior that may result in unnecessary or excessive business risk. In this regard, the following elements have been incorporated in our compensation programs for executive officers:

 

◾

Use of multiple metrics in the annual incentive plan and use of two long-term incentive vehicles (time-based and performance-based incentive awards) for executive officers

 

◾

Annual incentive award payouts capped at 200% of target

 

◾

Performance-based long-term incentive awards capped at 200% of target

 

◾

Emphasis on long-term and performance-based compensation

 

◾

The Compensation Committee has discretion to reduce incentive awards, as appropriate

 

◾

Alignment of interests of our executive officers with the long-term interests of our stockholders through stock ownership guidelines that call for significant share ownership by our executive officers

 

◾

Formal clawback policy applicable to both cash and equity compensation

 

◾

Generally, long-term incentive awards vest ratably over three years or at the end of a three-year performance period

 

◾

No excessive perquisites for executive officers

 

∎  Based on an assessment conducted by management consultant Willis Towers Watson, which was presented to and discussed with the Compensation Committee, management concluded that our compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse effect on the Company.

Executive Committee

The Executive Committee is available to review and provide guidance to senior management regarding the Company’s strategy, operating plans and operating performance. The Executive Committee also plays a role in helping the Board perform its risk oversight function by considering strategic operating goals, opportunities and risks.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee oversees Board process and corporate governance-related risks, management of compliance risks, risks related to our diversity, corporate social responsibility and sustainability practices, and risks related to the Company’s data privacy and information security programs, including cybersecurity.

Our Chief Communications Officer provides periodic reports to the Nominating and Corporate Governance Committee on the Company’s charitable spending and related policies and other environmental, sustainability, and corporate social responsibility matters. Our General Counsel provides periodic reports to the Nominating and Corporate Governance Committee on the Company’s political spending and related policies.

Our Chief Compliance Officer provides periodic reports to the Nominating and Corporate Governance Committee on the Company’s compliance and ethics program. The Chief Compliance Officer also has a direct communication channel to the Nominating and Corporate Governance Committee for purposes of reporting or discussing concerns relating to the Company’s compliance and ethics programs. Matters brought to the Nominating and Corporate Governance Committee’s attention that could have a significant impact on the Company’s financial statements or may concern the integrity, adequacy, and effectiveness of the Company’s accounting and financial reporting processes and internal control and external reporting policies and procedures will be reported to the Audit Committee by the Chief Compliance Officer.

The Chief Cyber Transformation Officer and our Chief Security Officer provide periodic reports to the Nominating and Corporate Governance Committee on the Company’s data privacy and information and infrastructure security programs, including cybersecurity.

Transaction Committee

The Transaction Committee oversees risks related to strategic transactions involving the Company and its businesses.

 

⬛    PROXY STATEMENT 2022		19

Corporate Governance at T-Mobile

 

Director Compensation

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

Our “non-employee directors”—directors who are not employees of the Company or officers or employees of Deutsche Telekom or SoftBank—are eligible to participate in the Company’s non-employee director compensation program, described below. The Compensation Committee periodically reviews the compensation of our non-employee directors. As part of the review, the Compensation Committee engages Mercer to assess our non-employee director compensation program in comparison to our peer group (see “Executive Compensation—Factors Considered in Determining Executive Compensation—Executive Compensation Peer Group” for more information on our peer group). Based on such assessment, the non-employee director compensation program is adjusted as appropriate to ensure alignment with market practices. There were no changes to the Company’s non-employee director compensation program in 2021.

KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

 

◾

A larger allocation of total director compensation to equity-based compensation rather than cash compensation

 

◾

All equity-based compensation is subject to a vesting period

 

◾

Stock ownership guidelines of five times the non-employee director’s annual cash retainer for Board services

 

Elements of Non-Employee Director Compensation		Amount ($)
Annual cash retainer			135,000
Additional annual cash retainer for:
Lead Independent Director			55,000
Audit Committee Chair			60,000
Compensation Committee Chair			25,000
Nominating and Corporate Governance Committee Chair			20,000
Additional Retainer for Audit Committee Members (including the Audit Committee Chair)			15,000
National Security Director			75,000
Annual award of Restricted Stock Units			240,000
Additional cash amounts for each Board and committee meeting:
Board			3,000
Committee			2,000

The annual award of time-based restricted stock units (“RSUs”) is made immediately after each Annual Meeting of Stockholders. The RSUs vest on the one-year anniversary of the grant date or, for directors not standing for re-election, on the date of the next Annual Meeting of Stockholders, subject to continued service as a non-employee director through the vesting date. In the event of a director’s termination of service prior to vesting, all RSUs are automatically forfeited. The RSUs immediately vest on the date of a change in control of the Company, subject to the applicable director’s continued service as a non-employee director through such date. Annual cash retainers and the annual RSU awards are prorated for any person who becomes a non-employee director and/or committee chair, or who otherwise becomes entitled to an additional annual cash retainer as described above, at any time of the year other than the date of the Company’s Annual Meeting of Stockholders. Non-employee directors also receive reimbursement of expenses incurred in connection with their Board and committee services and are eligible to receive up to two handsets per year and up to 10 lines of U.S. service pursuant to the Board of Directors Phone Perquisite program.

OUR DIRECTORS ARE REQUIRED TO ACQUIRE AND MAINTAIN OWNERSHIP OF SHARES OF T-MOBILE

Under our stock ownership guidelines, each non-employee director is expected to acquire and maintain ownership of shares of common stock equal in value to five times his or her annual cash retainer for Board service measured as of September 30 of each year. Each non-employee director is expected to meet the ownership guidelines within the later of five years from (a) the date we adopted the policy and (b) the date on which he or she became a non-employee director, and is expected to retain at least 50% of the net shares of common stock acquired through equity awards until the ownership threshold is met.

 

∎  As of December 31, 2021, all then-serving non-employee directors were in compliance with our stock ownership guidelines.

 

20		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

2021 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

During fiscal year 2021, the Company’s non-employee directors received the following compensation for their services:

 

Name		Fees Earned or Paid in Cash5 ($)				Stock      Awards6 ($)				All Other     Compensation7 ($)				Total   ($)
Marcelo Claure			—				—				5,047				5,047
Srikant M. Datar			250,000				346,246				10,422				606,668
Lawrence H. Guffey1			106,236				346,246				6,158				458,640
Bavan Holloway2			63,038				—				6,490				69,528
Stephen Kappes3			124,462				—				—				124,462
Letitia A. Long4			64,692				—				125,000				189,692
Teresa A. Taylor			275,000				346,246				—				621,246
Kelvin R. Westbrook			217,250				346,246				—				563,496

 

1	Mr. Guffey’s service on the Board terminated on June 3, 2021, the date of the 2021 annual meeting of stockholders. The amounts in this table reflect his partial year of service in 2021.

2	Ms. Holloway was appointed to the Board on June 3, 2021, the date of the 2021 annual meeting of stockholders. The amounts in this table reflect her partial year of service in 2021.

3	Mr. Kappes resigned from the Board on April 6, 2021. The amounts in this table reflect his partial year of service in 2021.

4	Ms. Long was appointed to the Board on June 22, 2021. The amounts in this table reflect her partial year of service in 2021.

5	Includes annual cash retainers and cash meeting fees earned in accordance with the non-employee director compensation program.

6

The value of stock awards is determined using the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation–Stock Compensation,” or ASC 718, excluding the effect of any estimated forfeitures. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the directors. See Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for a summary of the assumptions we apply in calculating these amounts. As of December 31, 2021, Ms. Long held 1,565 unvested time-based RSUs and each of Mses. Holloway and Taylor and Messrs. Datar and Westbrook held 1,687 unvested time-based RSUs.

7	Includes (i) phone perquisites under the Board of Directors Phone Perquisite program and/or (ii) personal travel expenses in connection with Board and committee meetings.

Director Nomination, Selection and Qualifications

QUALIFICATIONS AND DIVERSITY

T-Mobile understands that diversity, inclusive of gender, race and experience, is a critical attribute of a well-functioning board of directors and a measure of sound corporate governance. T-Mobile follows its director selection guidelines as we strive to maintain a board composed of individuals with a mix of expertise, experience, skills and backgrounds to reflect the diverse nature of the business environment in which we operate and the customers we serve. In connection with the Sprint Combination, we adopted an Equity In Action Plan to further advance diversity, equity and inclusion efforts across T-Mobile, including at the Board level.

Subject to Deutsche Telekom’s board designation rights, the Nominating and Corporate Governance Committee is responsible for identifying and evaluating director nominees and recommending to the Board a slate of nominees for election at each Annual Meeting of Stockholders.

The Nominating and Corporate Governance Committee considers, among others, the following factors:

 

◾   Professional experience, industry knowledge, skills and expertise   ◾   Diversity in all forms, including gender, race, age, ethnic, geographic, cultural and professional backgrounds   ◾   Leadership qualities, public company board and committee experience and non-business-related activities and experience   ◾   High standard of personal and professional ethics, integrity and values   ◾   Training, experience and ability at making and overseeing policy in business, government and/or education sectors   ◾   Willingness and ability to:   ◾   keep an open mind when considering matters affecting interests of the Company and its constituents   ◾   devote the required time and effort to effectively fulfill the duties and responsibilities related to Board and committee membership   ◾   serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of the Company’s business affairs   ◾   Willingness to refrain from engaging in activities or interests that may create a conflict of interest with a director’s responsibilities and duties to the Company and its constituents   ◾   Willingness to act in the best interests of the Company and its constituents and to objectively assess Board, committee and management performances

 

⬛    PROXY STATEMENT 2022		21

Corporate Governance at T-Mobile

 

Diversity is one of many factors under our director selection guidelines that the Nominating and Corporate Governance Committee considers when evaluating potential director candidates. Our director selection guidelines define diversity broadly to include not just factors such as gender and race, but also factors such as age, ethnic, geographic, cultural and professional diversity. Our director selection guidelines mandate that the skills and backgrounds collectively represented on the Board should reflect the diverse nature of the business environment in which the Company operates and the customers it serves. In addition, according to our director selection guidelines, the Nominating and Corporate Governance Committee will include, and will require any outside consultant that it engages to include, women and minority candidates in the pool from which the committee selects director candidates. Seven of our current 14 directors are women or minorities, and all of our core Board committees are chaired by a woman or diverse director.

In connection with its general responsibility to monitor and advise the Board on the size, role, function and composition of the Board, the Nominating and Corporate Governance Committee will periodically consider whether the Board represents the overall mix of skills and characteristics described in the director selection guidelines, including diversity and the other factors described above. Subject to Deutsche Telekom’s board designation rights, the selection process for director candidates is intended to be flexible, and the Nominating and Corporate Governance Committee, in the exercise of its discretion, may deviate from the selection process when particular circumstances warrant a different approach.

The following tables set forth certain information about our 13 director nominees:

 

Director Nominee Name & Occupation

Age

Director   Since

Independent

Gender

Ethnicity/Race

Designation

Marcelo Claure Entrepreneur & Investor Former Chief Executive Officer of SoftBank International

51

2020

No

M

Hispanic

Deutsche Telekom

Srikant M. Datar George F. Baker Professor of Administration; Dean of the Faculty, the Graduate School of Business Administration at Harvard University

68

2013

Yes

M

Asian

Nom & Gov

Bavan M. Holloway Former Vice President, Corporate Audit for The Boeing Company

57

2021

Yes

F

African American

Deutsche Telekom

Timotheus Höttges (C) Chief Executive Officer, Deutsche Telekom

59

2013

No

M

White

Deutsche Telekom

Christian P. Illek Chief Finance Officer, Deutsche Telekom

57

2018

No

M

White

Deutsche Telekom

Raphael Kübler Senior Vice President, the Corporate Operating Office of Deutsche Telekom

59

2013

No

M

*

Deutsche Telekom

Thorsten Langheim Member, Deutsche Telekom AG Board of Management, USA and Group Development

56

2013

No

M

White

Deutsche Telekom

Dominique Leroy Member, Deutsche Telekom AG Board of Management, Europe

57

2020

No

F

White

Deutsche Telekom

Letitia A. Long Rector, Virginia Tech Board of Visitors; Chairman, Board of the Intelligence & National Security Alliance

62

2021

Yes

F

White

Nom & Gov

G. Michael Sievert President and Chief Executive Officer, T-Mobile US, Inc.

52

2018

No

M

White

N/A

Teresa A. Taylor (L) Chief Executive Officer, Blue Valley Advisors, LLC

58

2013

Yes

F

White

Nom & Gov

Omar Tazi Senior Vice President of Group Innovation, Products, Design & Customer Experience, and Global Partnerships and Devices, Deutsche Telekom

47

2020

No

M

White

Deutsche Telekom

Kelvin R. Westbrook President and Chief Executive Officer, KRW Advisors, LLC

66

2013

Yes

M

African American

Deutsche Telekom

Legend: C = Chair; L = Lead Independent Director

*	Did not disclose.

 

22		PROXY STATEMENT 2022    ⬛

Corporate Governance at T-Mobile

 

Board Diversity Matrix (as of April 18, 2022)

 

Board Size:
Total Number of Directors		14
Gender:		Male		Female		Non-Binary		Gender   Undislcosed
Number of directors based on gender identity		10		4		—		—
Number of directors who identify in any of the categories below
African American or Black		1		1		—		—
Alaskan Native or Native American		—		—		—		—
Asian		1		—		—		—
Hispanic or Latinx		1		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		6		3		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+ 1		—		—		—		—
Undisclosed		1		—		—		—

 

1	None of our directors self-identified as lesbian, gay, bisexual, transgender, or a member of the queer community.

NOMINATION PROCESS

In addition to candidates designated by Deutsche Telekom, the Nominating and Corporate Governance Committee may consider possible director candidates from a number of sources, including those recommended by stockholders, directors, or officers. In addition, the Nominating and Corporate Governance Committee may engage the services of outside consultants and search firms to identify potential director candidates.

A stockholder who wishes to suggest a director candidate for consideration by the Nominating and Corporate Governance Committee should submit the suggestion to the Chair of the Nominating and Corporate Governance Committee, care of our Corporate Secretary, at 12920 SE 38th Street, Bellevue, Washington 98006, and include the candidate’s name, biographical data, relationship to the stockholder and other relevant information. The Nominating and Corporate Governance Committee may request additional information about the suggested candidate and the proposing stockholder. Subject to Deutsche Telekom’s board designation rights, the full Board will approve all final nominations after considering the recommendations of the Nominating and Corporate Governance Committee.

 

⬛    PROXY STATEMENT 2022		23

 

				2022 Director Nominees   The Board has nominated 13 nominees for election at the Annual Meeting to serve as directors for terms that would end at the 2023 Annual Meeting of Stockholders. Other than Ms. Long, all nominees were elected at the 2021 Annual Meeting of Stockholders. Mr. Wilkens will not stand for re-election at the Annual Meeting, and his Board service will end at the conclusion of the Annual Meeting. The Board would like to recognize Mr. Wilkens for his service and his contributions as a member of the Board. Committee memberships will be determined following the conclusion of the Annual Meeting.   Each nominee was nominated by the Board on the recommendation of the Nominating and Corporate Governance Committee. The Board has found each nominee to be qualified based on his or her qualifications, experience, attributes, skills and whether he or she meets the applicable independence standards. Each of the nominees has consented to stand for election and we do not anticipate any candidate will be unavailable to serve. In the event that any of the nominees should be unavailable for election as a result of an unexpected occurrence, shares may be voted for the election of such substitute nominee as the Board may nominate. In the alternative, if a vacancy remains, the Board may fill such vacancy at a later date or reduce the size of the Board, subject to certain requirements in our certificate of incorporation. The Board knows of no reason why any of the nominees would be unavailable or unable to serve.   Messrs. Höttges, Claure, Illek, Kübler, Langheim, Tazi, Westbrook and Mses. Holloway and Leroy were designated for nomination by Deutsche Telekom pursuant to its rights under our certificate of incorporation and the Stockholders’ Agreement. Mr. Datar and Mses. Taylor and Long were designated for nomination by the Nominating and Corporate Governance Committee.   REQUIRED VOTE   Under our bylaws, directors are elected by a plurality of the votes cast by stockholders entitled to vote on the election of directors at the Annual Meeting. Shares represented by executed proxies received by the Company will be voted, unless otherwise marked withheld, “FOR” the election of each of the nominees.

				OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION TO THE BOARD OF EACH OF THE NOMINEES LISTED BELOW

 

24		PROXY STATEMENT 2022    ⬛

Proposal 1: Election of Directors

 

Marcelo Claure   ENTREPRENEUR & INVESTOR FORMER CHIEF EXECUTIVE OFFICER OF SOFTBANK INTERNATIONAL   Biography:   Mr. Claure served as the Chief Executive Officer of SoftBank International and the Chief Operating Officer of SoftBank from May 2018 until January 2022. Mr. Claure was Executive Chairman of Sprint prior to the Sprint Combination and had served on the Sprint board of directors since January 2014. Previously, Mr. Claure served as Sprint’s President and Chief Executive Officer, serving as President from August 2014 until January 2018 and as Chief Executive Officer from August 2014 until May 2018. In addition, Mr. Claure served as a director of SoftBank from 2017 to 2020. He was also Executive Chairman of WeWork from October 2019 until January 2022. He currently serves as Vice Chairman of the Board of Directors of TelevisaUnivision and is a member of the Board of Directors of Brightstar and Carnegie Hall. Prior to joining Sprint, Mr. Claure was Chief Executive Officer of Brightstar Corp., a company he founded in 1997 and grew from a small Miami-based distributor of mobile device accessories into a global business with more than $10 billion in gross revenue for the year ended 2013.   Mr. Claure holds a Bachelor’s degree in Economics and Finance and an honorary Doctorate degree in Commercial Science from Bentley University in Massachusetts.   Qualifications and Skills Supporting Election to the Board:   ◾ Former CEO and Executive Chairman of Sprint   ◾ Expertise in telecommunications and technology industries   ◾ Global communications and investment experience				Director Since: 2020         Age: 51         Other Public       Company Boards:       ◾ SoftBank          (2017 to November 2020)       ◾ Sprint (2014 to April 2020)         Board Committees:       ◾ CEO Selection       ◾ Compensation       ◾ Executive
Srikant M. Datar   GEORGE F. BAKER PROFESSOR OF ADMINISTRATION; DEAN OF THE FACULTY OF THE GRADUATE SCHOOL OF BUSINESS ADMINISTRATION AT HARVARD UNIVERSITY   Biography:   Mr. Datar is the George F. Baker Professor of Administration and Dean of the Faculty of the Graduate School of Business Administration at Harvard University. Mr. Datar is a Chartered Accountant and planner in industry, and has been a professor of accounting and business administration at Harvard since July 1996; he previously served as a professor at Stanford University and Carnegie Mellon University. Mr. Datar received gold medals upon his graduation from the Indian Institute of Management, Ahmedabad, and the Institute of Cost and Works Accountants of India.   Mr. Datar holds a Master’s degree in Statistics and Economics and a Ph.D. in Business from Stanford University.   Qualifications and Skills Supporting Election to the Board:   ◾ Expertise in finance, accounting, governance and risk management   ◾ Public company director and committee experience   ◾ Academic and commercial perspective on complex issues				Director Since: 2013         Age: 68         Other Public       Company Boards:       ◾ Novartis AG          (2003 to March 2021)       ◾ ICF International Inc.       ◾ Stryker Corporation         Board Committees:       ◾ Audit (Chair)

 

⬛    PROXY STATEMENT 2022		25

Proposal 1: Election of Directors

 

Director Since: 2021         Age: 57         Other Public       Company Boards:       ◾ TPI Composites, Inc.       ◾ Callaway Golf Company         Board Committees:       ◾ Audit				Bavan M. Holloway   FORMER VICE PRESIDENT, CORPORATE AUDIT FOR THE BOEING COMPANY   Biography:   Ms. Holloway served as the Vice President, Corporate Audit for The Boeing Company from 2010 until her retirement in April 2020, where she was responsible for all corporate audit activities, including the review of internal control systems and overall process assessments ensuring effectiveness. Prior to that, she served in a variety of senior finance roles after joining Boeing in 2002, including Director of Finance, 777 Program; Director of Finance and Chief Financial Officer, Material Management; Director, Financial Planning and Analysis; and Assistant Corporate Controller and Chief Accountant. Prior to joining Boeing, Ms. Holloway was a partner at KPMG, LLP from 1998 to 2002 and held other roles at KPMG before becoming partner, primarily serving investment services, broker dealer and financial clients. Ms. Holloway is a certified public accountant.   Ms. Holloway holds a Bachelor’s degree in Business Administration from the University of Tulsa and a Master’s degree in Financial Markets and Trading from the Illinois Institute of Technology.   Qualifications and Skills Supporting Election to the Board:   ◾ Expertise in finance and accounting   ◾  Finance and audit experience in complex and highly regulated global business environments, including service as chief audit executive and chief accountant
Director Since: 2013         Age: 59         Other Public       Company Boards:       ◾ Henkel AG & Co. KGaA       (2018 to March 2022)       ◾ BT Group plc       (2016 to May 2020)       ◾ Daimler AG         Board Committees:       ◾ CEO Selection (Chair)       ◾ Executive (Chair)				Timotheus Höttges   CHIEF EXECUTIVE OFFICER OF DEUTSCHE TELEKOM   Biography:   Since January 2014, Mr. Höttges has served as Chief Executive Officer of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company. From March 2009 to December 2013, he served as Deutsche Telekom’s Chief Financial Officer and a member of the Board of Management. From December 2006 to March 2009, he was a member of the Board of Management responsible for the T-Home Unit (fixed network and broadband business, as well as integrated sales and service in Germany). From January 2003 to December 2006, Mr. Höttges headed European operations as a member of the Board of Management of T-Mobile International.   Mr. Höttges studied Business Administration at the University of Cologne.   Qualifications and Skills Supporting Election to the Board:   ◾ Chief executive officer of major global communications company   ◾ Core finance, business and leadership skills

 

26		PROXY STATEMENT 2022    ⬛

Proposal 1: Election of Directors

 

Christian P. Illek   CHIEF FINANCE OFFICER OF DEUTSCHE TELEKOM   Biography:   Dr. Illek has served as the Chief Finance Officer of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, since January 2019. Since April 2015, he has served as Chief Human Resources Officer and Member of Management Board of Deutsche Telekom. Dr. Illek has also served as Chairman of the Supervisory Board for T-Systems International GmbH since November 2016 (a subsidiary of Deutsche Telekom). Prior to that, Dr. Illek was Chairman of the Management Board at Microsoft Germany from September 2012 to March 2015. From April 2010 to September 2012, he was Director of Marketing at Telekom Deutschland GmbH. In this position, he was responsible for all marketing activities for both consumers and business customers in Germany. He was also in charge of the Wholesale Center and the Value-Added Services Center, as well as international product development for Deutsche Telekom’s fixed-network, IPTV, a convergent and business customer portfolio. Before joining Deutsche Telekom, Dr. Illek held various managerial positions at Bain & Company and at Dell, in both Germany and Switzerland.   Dr. Christian P. Illek studied chemistry and business administration in Düsseldorf and Munich, beginning his career at the University of Munich in 1989.   Qualifications and Skills Supporting Election to the Board:   ◾ Expertise in global telecommunications industry   ◾  Expertise in human resources, business and finance				Director Since: 2018   Age: 57   Board Committees:   ◾ CEO Selection       ◾ Compensation       ◾ Executive       ◾ Transaction
Raphael Kübler   SENIOR VICE PRESIDENT OF THE CORPORATE OPERATING OFFICE OF DEUTSCHE TELEKOM   Biography:   In January 2014, Mr. Kübler assumed the position of Senior Vice President of the Corporate Operating Office of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, and he reports directly to the Chief Executive Officer of Deutsche Telekom. From July 2009 to December 2013, Mr. Kübler served as Senior Vice President Group Controlling at Deutsche Telekom. In this position, he was responsible for the financial planning, analysis and steering of the overall Deutsche Telekom Group as well as the financial management of central headquarters and shared services. From November 2003 to June 2009, Mr. Kübler served as Chief Financial Officer of T-Mobile Deutschland GmbH, the mobile operations of Deutsche Telekom in Germany now known as Telekom Deutschland GmbH (a wholly owned subsidiary of Deutsche Telekom).   Mr. Kübler studied Business Administration at H.E.C. in Paris and the Universities of Bonn and Cologne. He holds a doctoral degree from the University of Cologne.   Qualifications and Skills Supporting Election to the Board:   ◾ Expertise in global telecommunications industry   ◾ Core business, management and leadership skills   ◾ Complex financial management experience				Director Since: 2013         Age: 59         Other Public       Company Boards:       ◾ Ströer SE & Co. KGaA       ◾ Hellenic Telecommunications          Organization (OTE)          (2013 to 2018)         Board Committees:       ◾ Compensation       ◾ Executive

 

⬛    PROXY STATEMENT 2022		27

Proposal 1: Election of Directors

 

Director Since: 2013         Age: 56         Board Committees:       ◾ CEO Selection       ◾ Executive       ◾ Transaction (Chair)		Thorsten Langheim   MEMBER OF THE DEUTSCHE TELEKOM AG BOARD OF MANAGEMENT, USA AND GROUP DEVELOPMENT   Biography:   Mr. Langheim joined the Board of Management of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, on January 1, 2019, where he is responsible for the “USA and Group Development” Board department, overseeing Deutsche Telekom’s U.S. business as well as corporate development, portfolio strategy and group M&A activities. This includes overseeing Deutsche Telekom’s 12% stake in BT Group as well as the management of Deutsche Telekom’s subsidiary Deutsche Funkturm. In addition, Mr. Langheim also serves as the Chairman and Co-founder of Deutsche Telekom Capital Partners, where he is responsible for the venture capital and private equity activities of Deutsche Telekom.   Prior to that, from 2009 to December 2018, he first served as Senior Vice President of Corporate Development and then as Executive Vice President Group Development at Deutsche Telekom. Prior to his roles at Deutsche Telekom, Mr. Langheim was Managing Director at the Private Equity Group of The Blackstone Group, an asset management and financial services company, from May 2004 to June 2009, primarily focusing on private equity investments in Germany. Before that, Mr. Langheim was Investment Banker and Vice President European M&A at J.P. Morgan in London and Assistant Director at WestLB in Düsseldorf between 1995 and 2004.   Mr. Langheim is a member of the Supervisory Board of Deutsche Sporthilfe as well as Chairman of T-Mobile Netherlands and Deutsche Funkturm.   Mr. Langheim holds a Master of Science degree in International Securities, Investment and Banking from the ISMA Centre for Education and Research at the University of Reading (United Kingdom) and a Bachelor’s degree (Hons) in European Finance and Accounting from the University of Bremen (Germany) and Leeds Business School (United Kingdom).   Qualifications and Skills Supporting Election to the Board:   ◾ Expertise in global telecommunications industry   ◾ Experience overseeing telecommunications and technology investments   ◾ Corporate strategy and M&A experience

 

28		PROXY STATEMENT 2022    ⬛

Proposal 1: Election of Directors

 

Dominique Leroy   MEMBER OF THE DEUTSCHE TELEKOM AG BOARD OF MANAGEMENT, EUROPE   Biography:   Ms. Leroy has served as a member of the Board of Management of Deutsche Telekom since November 2020. Prior to that, from November 2019 to November 2020, she served as an independent advisor at Bain & Company. In 2011 she joined Proximus (formerly Belgacom) where she quickly became Head of the Consumer Market and held the position of CEO from January 2014 to September 2019. As the CEO of Proximus, she managed to turn around the company with a continuous growth phase and a strong customer experience focus. Ms. Leroy started her career at Unilever where her last position was Managing Director for Belgium and Luxembourg.   Ms. Leroy currently serves as a director at Compagnie de Saint Gobain and Hellenic Telecommunications Organization (“OTE”). She has also been a Board Member at Royal Ahold Delhaize, Lotus Bakeries, Proximus, and BICS. Ms. Leroy holds a Master’s degree in Industrial Engineering and Management from the Solvay Business School in Brussels.   Qualifications and Skills Supporting Election to the Board:   ◾ Over 30 years of experience in consumer goods and telecommunication sector   ◾ More than 10 years of board experience				Director Since: 2020   Age: 57     Other Public Company Boards: ◾ Hellenic Telecommunications  Organization (OTE) ◾ Compagnie de  Saint-Gobain S.A. ◾ Koninklijke Ahold Delhaize N.V.,  commonly known as Royal Ahold  Delhaize (2016 to 2021) ◾ Proximus (2014 to 2019) ◾ Lotus Bakeries (2009 to 2018)   Board Committees: ◾ Nominating and Corporate   Governance
Letitia A. Long   RECTOR, VIRGINIA TECH BOARD OF VISITORS; CHAIR, BOARD OF THE INTELLIGENCE & NATIONAL SECURITY ALLIANCE   Biography:   Ms. Long currently serves as the Rector of the Virginia Tech Board of Visitors and the Chair of the Board of the Intelligence & National Security Alliance. Ms. Long previously served on the board of directors of Urthecast Corporation from 2015 to 2018, the board of directors of Raytheon Company from 2015 to 2020, and the board of directors of Sonatype from 2017 to 2019. Additionally, she was the Deputy Director of Naval Intelligence for the Department of Defense from 2000 to 2003, the Deputy Undersecretary of Defense Intelligence (Planning, Policy & Resources) from 2003 to 2006, the Deputy Director of the Defense Intelligence Agency from 2006 to 2010, and the Director of the National Geospatial-Intelligence Agency from 2010 to 2014.   Ms. Long received her Bachelor of Science in Electrical Engineering from Virginia Polytechnic Institute and State University and her Master of Science in Engineering from The Catholic University of America.   Qualifications and Skills Supporting Election to the Board:   ◾ Leadership in the intelligence community   ◾ Expertise on national security issues impacting the telecommunications industry				Director Since: 2021   Age: 62   Other Public Company Boards: ◾ Parsons Corporation ◾ Corporate Office Properties Trust ◾ Chain Bridge I     Board Committees: ◾ Nominating and Corporate   Governance Committee

 

⬛    PROXY STATEMENT 2022		29

Proposal 1: Election of Directors

 

Director Since: 2018          Age: 52          Other Public        Company Boards:        ◾ Shaw Communications          Board Committees:        ◾ Executive		G. Michael (Mike) Sievert   PRESIDENT AND CHIEF EXECUTIVE OFFICER OF T-MOBILE US, INC.   Biography:   Mr. Sievert serves as our President and Chief Executive Officer. Mr. Sievert served as our Chief Operating Officer from February 2015 to June 2018 and our President and Chief Operating Officer from June 2018 to April 2020. From April 2013 to February 2015, he served as our Executive Vice President and Chief Marketing Officer, and from November 2012 to April 2013, Mr. Sievert was Executive Vice President and Chief Marketing Officer of T-Mobile USA.   Prior to joining T-Mobile USA, Mr. Sievert was an entrepreneur and investor involved with several Seattle-area start-up companies. From April 2009 to June 2011, he was Chief Commercial Officer at Clearwire Corporation, a broadband communications provider, responsible for all customer-facing operations. From February 2008 to January 2009, Mr. Sievert was co-founder and Chief Executive Officer of Switchbox Labs, Inc., a consumer technologies developer, leading up to its sale to Lenovo. He also served from January 2005 to February 2008 as Corporate Vice President of the worldwide Windows group at Microsoft Corporation, responsible for global product management and P&L performance for that unit. Prior to Microsoft, he served as Executive Vice President and Chief Marketing Officer at AT&T Wireless for three years. He also served as Chief Sales and Marketing Officer at E*TRADE Financial and began his career with management positions at Procter & Gamble and IBM. He has served on the boards of Rogers Wireless Communications in Canada, Switch & Data Corporation, and a number of technology start-ups.   Mr. Sievert holds a Bachelor’s degree in Economics from the Wharton School at the University of Pennsylvania.   Qualifications and Skills Supporting Election to the Board:   ◾ President and Chief Executive Officer of T-Mobile   ◾  Expertise in telecommunications and technology industries
Director Since: 2013          Age: 58                  Lead Independent Director          Other Public        Company Boards:        ◾ Black Hills Corporation        ◾ First Interstate        BancSystem, Inc.        (2012 to 2020)          Board Committees:        ◾ Audit        ◾ CEO Selection            ◾ Nominating and Corporate         Governance (Chair)		Teresa A. Taylor   CHIEF EXECUTIVE OFFICER OF BLUE VALLEY ADVISORS, LLC   Biography:   Since April 2011, Ms. Taylor has served as Chief Executive Officer of Blue Valley Advisors, LLC, an advisory firm. Ms. Taylor served as Chief Operating Officer of Qwest Communications, Inc., a telecommunications carrier, from August 2009 to April 2011. She served as Qwest’s Executive Vice President, Business Markets Group, from January 2008 to April 2009 and served as its Executive Vice President and Chief Administrative Officer from December 2005 to January 2008. Ms. Taylor served in various positions with Qwest and the former US West beginning in 1987. During her 24-year tenure with Qwest and US West, she held various leadership positions and was responsible for strategic planning and execution, sales, marketing, product, network, information technology, human resources and corporate communications.   Ms. Taylor holds a Bachelor of Science degree from the University of Wisconsin-LaCrosse.   Qualifications and Skills Supporting Election to the Board:   ◾ Expertise in technology, media and telecommunications industries   ◾ Expertise in strategic planning and execution, technology development, human resources, labor relations and corporate communications   ◾ Public company director and committee experience

 

30		PROXY STATEMENT 2022    ⬛

Proposal 1: Election of Directors

 

Omar Tazi   SENIOR VICE PRESIDENT OF GROUP INNOVATION, PRODUCTS, DESIGN & CUSTOMER EXPERIENCE, AND GLOBAL PARTNERSHIPS AND DEVICES, DEUTSCHE TELEKOM   Biography:   Mr. Tazi currently serves as Senior Vice President at Deutsche Telekom in charge of Group Innovation, Products, Design & Customer Experience, as well as Global Partnerships and Devices. Prior to joining Deutsche Telekom in January 2018, he founded several fintech, e-commerce, and big data ventures focusing on Middle East and Africa markets. Previously, from February 2010 to January 2014, Mr. Tazi was with Orange Maroc as Executive Vice President in charge of various areas, including consumer marketing, information systems and customer experience. Prior to that, he was Oracle’s chief evangelist where he was in charge of building and scaling developer communities and promoting Oracle platforms globally. Before that, he also served as CEO of Orbeon, Inc., a Silicon Valley-based company specializing in middleware for form-based applications.   Mr. Tazi has also held several other senior management positions in Silicon Valley including at Symantec and WebGain (later acquired by Oracle). He has held several research and teaching positions at the Swiss Federal Institute of Technology (ETH—EPFL), in the fields of Artificial Intelligence (AI) and Computer Science.   Mr. Tazi is a Stanford Graduate School of Business alumnus and holds a Master of Science degree in Computer Science & Electrical Engineering from Polytech Montpellier.   Qualifications and Skills Supporting Election to the Board:   ◾ Expertise in technology, media and telecommunications industries   ◾  Expertise in strategic planning and execution, technology development, and global operations				Director Since: 2020   Age: 47
Kelvin R. Westbrook   PRESIDENT AND CHIEF EXECUTIVE OFFICER OF KRW ADVISORS, LLC   Biography:   Mr. Westbrook is President and Chief Executive Officer of KRW Advisors, LLC, a consulting and advisory firm, a position he has held since October 2007. Mr. Westbrook also served as Chairman and Chief Strategic Officer of Millennium Digital Media Systems, L.L.C. (“MDM”), a broadband services company that later changed its name to Broadstripe LLC, from September 2006 until October 2007. Mr. Westbrook was also President and Chief Executive Officer of MDM from May 1997 until October 2006. Broadstripe LLC (formerly MDM) and certain of its affiliates filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in January 2009, approximately 15 months after Mr. Westbrook resigned.   Mr. Westbrook holds an undergraduate degree in Business Administration from the University of Washington and a Juris Doctor degree from Harvard Law School.   Qualifications and Skills Supporting Election to the Board:   ◾ Expertise in the telecommunications industry   ◾ Core legal, media, marketing and risk analysis skills   ◾ Public company director and committee experience				Director Since: 2013   Age: 66   Other Public Company Boards: ◾ Archer Daniels Midland Company ◾ Camden Property Trust ◾ The Mosaic Company ◾ Stifel Financial Corp.  (2007 to  2018)   Board Committees: ◾ Compensation (Chair) ◾ Transaction

 

⬛    PROXY STATEMENT 2022		31

 

The following sets forth information regarding the executive officers of the Company. Biographical information pertaining to Mr. Sievert, who is both an executive officer and a director of the Company, can be found in the Section titled “Proposal 1—Election of Directors.”

 

Name		Age		Position
G. Michael Sievert		52		President and Chief Executive Officer
Peter Osvaldik		44		Executive Vice President and Chief Financial Officer
Peter A. Ewens		59		Executive Vice President, Corporate Strategy and Development
Callie R. Field		43		President, T-Mobile Business Group
Jonathan A. Freier		46		President, Consumer Group
Michael J. Katz		43		Chief Marketing Officer
Deeanne King		55		Executive Vice President and Chief Human Resource Officer
Mark W. Nelson		54		Executive Vice President and General Counsel
Neville R. Ray		59		President, Technology

 

 

PETER OSVALDIK

Mr. Osvaldik serves as our Executive Vice President and Chief Financial Officer, a position he has held since July 2020, and is responsible for leading the financial functions of the Company. From June 2016 to June 2020, he served as our Chief Accounting Officer and Senior Vice President of Finance. From January 2016 to June 2016, Mr. Osvaldik served as our Vice President, External Reporting & Technical Accounting. Prior to joining T-Mobile, from May 2014 to December 2015, he served as Chief Accounting Officer at Outerwall Inc. (formerly Coinstar, Inc.), a provider of automated retail solutions, including movie and video game rental kiosks as well as coin cashing machines. From November 2010 to May 2014, he served in various capacities at Outerwall Inc. including as Corporate Controller and as Controller, Coinstar LOB. Prior to that, Mr. Osvaldik was a Senior Manager at PricewaterhouseCoopers LLP, a national public accounting firm. Mr. Osvaldik holds Bachelor’s degrees in Accounting and Biochemistry from Western Washington University.

 

 

PETER A. EWENS

Mr. Ewens serves as our Executive Vice President, Corporate Strategy and Development. He leads the Company’s corporate strategy, business development and M&A activities, which include spectrum strategy and acquisitions and co-brand partnerships. Mr. Ewens has also served as Executive Vice President and Chief Strategy Officer of T-Mobile USA since July 2010. From April 2008 until July 2010, Mr. Ewens was Senior Vice President, Corporate Strategy at T-Mobile USA. Before joining T-Mobile USA, Mr. Ewens was Vice President of OEM Business at Sun Microsystems, a computer software and information technology services company, from June 2006 to March 2008. Before that, Mr. Ewens was a partner at McKinsey & Company, a global management consulting firm. Mr. Ewens holds a Master of Science in Management from the Sloan School at Massachusetts Institute of Technology, and Master’s and a Bachelor’s degree in Electrical Engineering from the University of Toronto.

 

 

CALLIE R. FIELD

Ms. Field serves as our President, T-Mobile Business Group, leading our T-Mobile for Business team responsible for envisioning a 5G future for business and government customers. Prior to that, she served as our Executive Vice President and Chief Customer Experience Officer, leading the customer care and digital teams to deliver legendary customer experiences. Ms. Field began her career at T-Mobile 18 years ago and has since taken on a variety of leadership roles across Retail and Customer Care. Her deep sales expertise and obsession with customer experience, coupled with her exceptional track record leading award-winning sales and care organizations, uniquely position her to inspire best-in-class customer experiences for T-Mobile’s business and government customers. Ms. Field holds a Bachelor’s degree in literary studies from Bard College at Simon’s Rock and a Juris Doctor and a Master of Business Administration from Texas Tech University.

 

32		PROXY STATEMENT 2022    ⬛

Executive Officers

 

JONATHAN A. FREIER

Mr. Freier serves as our President, Consumer Group, leading consumer-facing brands and operations for both postpaid and prepaid customer segments. He is responsible for teams leading consumer strategy and experience, consumer marketing, consumer operations, go-to-market planning, branded retail and customer services, and the portfolio of independently owned and operated sales and distribution channels. Mr. Freier has over 25 years of experience in the telecommunications industry. Starting on the frontline with Western Wireless, T-Mobile’s predecessor company, Jon launched his wireless career in Lubbock, Texas in 1994 when the company had fewer than 75,000 total customers. With a concentration in rural, unserved markets throughout the Western United States, Western Wireless created VoiceStream in 1996, spun off VoiceStream in 1999, and then became T-Mobile in 2001. Mr. Freier holds a Bachelor of Science in organizational management from Lubbock Christian University and a Master of Science in organizational leadership from Colorado State University.

 

 

MICHAEL J. KATZ

Mr. Katz serves as our Chief Marketing Officer, responsible for everything from brand strategy and insights to digital experiences and marketing, to media, commercial, sponsorships, events, offers, promotions and customer acquisition and management. Prior to that, he served as our President, Business Group, leading all marketing, sales, operations, IoT, and business development for the organization, as well as for T-Mobile’s wholesale and wireline businesses. Mr. Katz started his T-Mobile career over 20 years ago working in the third-party distribution and sales organization. There, he helped launch and build distribution networks in some of the Company’s biggest markets, like Denver and Chicago. Before his current role, he worked across an array of T-Mobile teams, including marketing, corporate strategy, and sales. In 2017, Mr. Katz was recognized as one of Puget Sound Business Journal’s top 40 business leaders under 40 in the Seattle area. Mr. Katz holds a Bachelor’s degree in sociology from Colorado State University.

 

 

DEEANNE KING

Ms. King serves as our Executive Vice President and Chief Human Resources Officer. Ms. King is responsible for leading the human resources function that supports our employees across the country. Over the past 30+ years, Ms. King held a wide variety of executive positions across nearly all functions at Sprint including most recently the role of Chief Human Resources Officer and Chief Diversity Officer. Ms. King held that position from August 2018 to April 2020, encompassing leadership of all human resources operations and diversity and inclusion programs. From August 2017 to August 2018, she served as Senior Vice President, Omni-Channel Operations, Customer Experience and Fraud Operations. Prior to that from October 2014 through August 2017 she served as Vice President, Omni-Channel Operations and Customer Experience. Ms. King received a Bachelor of Business Administration in Computer Information Systems degree from Baylor University in 1989 as well as completed the Strategic Business Leadership Series program from Georgetown University in 2007 and the Executive Leadership Program in 2012 from Duke University.

 

 

MARK W. NELSON

Mr. Nelson serves as our Executive Vice President and General Counsel, a position he has held since October 2021. He oversees the Company’s legal and government affairs. Prior to joining T-Mobile, Mr. Nelson practiced law for more than 25 years at Cleary Gottlieb Steen & Hamilton LLP, where he worked on a broad range of complex matters involving mergers and antitrust counseling, civil and criminal litigation, and regulatory proceedings before federal and state government agencies. Mr. Nelson has earned distinction as one of the nation’s leading antitrust lawyers and litigators from numerous publications, including Chambers, American Lawyer, Benchmark Litigation, and Legal 500. Mr. Nelson received a Bachelor of Science degree from Cornell University and a Juris Doctor from Harvard Law School.

 

 

NEVILLE R. RAY

Mr. Ray serves as our President, Technology. Mr. Ray joined T-Mobile USA (then VoiceStream) in April 2000 and from December 2010 to November 2019, served as its Chief Technology Officer, responsible for the national management and development of the T-Mobile USA wireless network and the Company’s information technology services and operations. Prior to joining T-Mobile USA, Mr. Ray served as Network Vice President for Pacific Bell Mobile Services. He currently serves as a director of Cellular Telecommunications and Internet Association (CTIA) and as the chairman of the board of governors of 5G Americas, a mobile telecommunications association of mobile operators, vendors, with a focus on the advancement and development of 5G technologies and services. He has previously served as a member of the National Telecommunications and Information Administration’s Commerce Spectrum Management Advisory Committee and the Federal Communications Commission’s Communications Security, Reliability and Interoperability Council. Mr. Ray is an honors graduate of City University of London and a member of the Institution of Electrical and Electronic Engineers and the Institution of Civil Engineers.

 

⬛    PROXY STATEMENT 2022		33

 

The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022, subject to Deloitte’s standard client acceptance procedures and execution of an engagement letter. Deloitte has been engaged as our independent registered public accounting firm effective immediately after the Company files its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 with the SEC. Although ratification of the appointment of Deloitte by our stockholders is not required, the Board is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate governance. If the selection is not ratified, the Audit Committee will but is not obligated to consider whether it is appropriate to select another independent registered public accounting firm.

PricewaterhouseCoopers LLP “(PwC”) served as our independent registered public accounting firm through the fiscal quarter ended on March 31, 2022. We expect representatives of both Deloitte and PwC, to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions by stockholders.

Changes in Certifying Accountant

On April 13, 2022, our audit committee dismissed PwC as the Company’s independent registered public accounting firm. The reports of PwC on the consolidated financial statements of the Company and its subsidiaries as of and for the fiscal years ended December 31, 2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through April 13, 2022, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

We previously provided PwC with a copy of the above disclosures as included in our Form 8-K filed with the SEC on April 15, 2022, and requested PwC to furnish us with a letter addressed to the SEC stating whether PwC agreed with the statements made by us in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of PwC’s letter, dated April 15, 2022, is attached as Exhibit 16.1 to that Form 8-K, and is incorporated herein by reference.

On April 13, 2022, the audit committee approved the engagement of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, subject to Deloitte’s standard client acceptance procedures and execution of an engagement letter, effective immediately after the Company files its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 with the SEC. During the Company’s fiscal years ended December 31, 2021 and 2020, and the subsequent interim period through April 13, 2022, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

		OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022

Required Vote

The affirmative vote of a majority of the votes cast is required to approve this proposal. If the stockholders do not ratify the appointment of Deloitte, the Audit Committee will reconsider the appointment but is under no obligation to appoint a different independent registered public accounting firm.

 

34		PROXY STATEMENT 2022    ⬛

Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm

for Fiscal Year 2022

 

Pre-Approval Process

The Audit Committee is responsible for reviewing and, if appropriate, pre-approving all audit, audit-related and non-audit services to be performed by our independent registered public accounting firm. The Audit Committee charter authorizes the Audit Committee to establish a policy and related procedures regarding the pre-approval of audit, audit-related and non-audit services to be performed by our independent registered public accounting firm.

The Audit Committee has delegated its pre-approval authority to the Chair of the Audit Committee, who is authorized to pre-approve services to be performed by our independent registered public accounting firm and the compensation to be paid for such services if it is impracticable to delay the review and approval of such services and compensation until the next regularly scheduled meeting of the Audit Committee; provided that, in such case, the Chair shall provide a report to the Audit Committee at its next regularly scheduled meeting of any services and compensation approved by the Chair pursuant to the delegated authority.

Fees Paid to PricewaterhouseCooper LLP

PricewaterhouseCoopers LLP was paid the following fees for services rendered during fiscal years 2021 and 2020, which were approved in conformity with the Audit Committee’s pre-approval process, as described above under “Pre-Approval Process”:

 

		2021 ($)				2020   ($)
Audit Fees1			36,513,000				42,471,000
Audit-Related Fees2			615,000				2,170,000
Tax Fees3			486,000				2,735,000
All Other Fees4			1,000				1,239,000
Total Fees			37,615,000				48,615,000

 

1

Audit Fees relate to professional services rendered in connection with the audit of the Company’s annual financial statements and internal control over financial reporting, quarterly review of financial statements included in the Company’s Quarterly Reports on Form 10-Q and audit services provided in connection with other statutory and regulatory filings.

2

Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under Audit Fees. This category includes fees related to audit and attest services not required by statute or regulations, and consultations concerning financial accounting and reporting standards.

3	Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance.

4	All Other Fees consist of fees for permitted services other than those that meet the criteria above and include fees associated with the Sprint Combination and research subscriptions.

Audit Committee Report

In the performance of its oversight responsibilities, the Audit Committee (i) reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements for the fiscal year ended December 31, 2021, (ii) discussed with the Company’s independent registered public accounting firm the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, (iii) received the written disclosures and the letter from the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee regarding independence, and (iv) discussed with the Company’s independent registered public accounting firm any relationships that may impact its objectivity and independence and satisfied itself as to the firm’s independence.

Company management is responsible for the assessment and determination of risks associated with the Company’s business, financial reporting, operations and contractual obligations. The Audit Committee, together with the Board of Directors, is responsible for overseeing the Company’s management of risks. As part of its responsibilities for overseeing the Company’s management of risks, the Audit Committee has reviewed and discussed the Company’s enterprise-wide risk assessment, and the Company’s policies with respect to risk assessment and risk management, including discussions of individual risk areas as well as an annual summary of the overall process.

The Audit Committee has discussed with the Company’s Internal Audit Department and its independent registered public accounting firm the overall scope of and plans for their respective audits. The committee regularly meets with the head of the Company’s Internal Audit Department and representatives of the independent registered public accounting firm, in regular and executive sessions, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs.

 

⬛    PROXY STATEMENT 2022		35

Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm

for Fiscal Year 2022

 

Management is responsible for the Company’s financial reporting process, including establishing and maintaining adequate internal control over financial reporting and the preparation of the Company’s financial statements. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles. The Company’s independent registered public accounting firm also is responsible for performing an independent audit of the effectiveness of the Company’s internal control over financial reporting and issuing a report thereon. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the Company’s independent registered public accounting firm. Based on the review and discussion and the representations made by management and the Company’s independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the fiscal year ended December 31, 2021 be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

The Audit Committee:

Srikant M. Datar, Ph.D., Chairman

Bavan Holloway

Teresa A. Taylor

The material contained in this Audit Committee Report does not constitute soliciting material, is not deemed filed with the SEC, and is not incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made on, before, or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

 

36		PROXY STATEMENT 2022    ⬛

 

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our 2021 executive compensation program for the following executive officers who served in the positions set forth below during 2021 (collectively, the “Named Executive Officers”):

 

⬛  G.  Michael Sievert		⬛  Peter Osvaldik		⬛  Neville  R. Ray
President and Chief Executive Officer		Executive Vice President and Chief Financial Officer		President, Technology
⬛  Mark W. Nelson		⬛  Peter A. Ewens		⬛  David  A. Miller
Executive Vice President and General Counsel		Executive Vice President, Corporate Strategy and Development		Former Executive Vice President, General Counsel and Secretary

Effective October 11, 2021, Mr. Nelson was appointed Executive Vice President and General Counsel and Mr. Miller ceased to serve as our Executive Vice President, General Counsel and Secretary. Mr. Miller continued to serve as our Executive Vice President and Strategic Advisor until his previously announced retirement date of April 1, 2022.

 

⬛    PROXY STATEMENT 2022		37

Executive Compensation

 

		T-MOBILE’S UNIQUE FORMULA DELIVERS INDUSTRY-LEADING SERVICE REVENUE AND CASH FLOW GROWTH AND EXCEEDS 2021 GUIDANCE

Our unmatched network and value combination resulted in record-high and industry-leading postpaid account and customer growth in 2021. We added 5.5 million postpaid net customers in 2021, the most in Company history. The total customer count at year end increased to a record-high of 108.7 million.

We ended 2021 with total service revenues of $58.4 billion, net income of $3.0 billion, Adjusted EBITDA of $26.9 billion, and Core Adjusted EBITDA of $23.6 billion. We delivered $3.8 billion of synergies from the Sprint Combination in full-year 2021.

T-Mobile continues to strengthen its network leadership position as America’s only nationwide standalone 5G network. At the end of 2021, our extended range 5G network covered 310 million people across 1.8 million square miles and our Ultra Capacity 5G covered 210 million people.

Our stock price increased by 36.2% from April 1, 2020 (the closing date of the Sprint Combination) to December 31, 2021.

Adjusted EBITDA and Core Adjusted EBIDTA are non-GAAP financial measures. Each of the non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information provided in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations to the most directly comparable GAAP financial measures are provided in Appendix A to this Proxy Statement.

 

 

Executive Compensation Program

Our executive compensation program is aligned with our business strategy and is designed to attract, motivate and retain top talent, reward short-term and long-term business results and exceptional performance, and most importantly, maximize stockholder value. Our program is competitive in the marketplace and highly incentive-based, with Company performance determining a significant portion of total compensation.

 

38		PROXY STATEMENT 2022    ⬛

Executive Compensation

 

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

 

 

 

 

		GOALS OF COMPENSATION PROGRAM

What We Pay and Why: Goals and Elements of Compensation

 

Emphasis on pay for performance

Attract, retain and motivate talented and experienced executives within the highly competitive and dynamic wireless communications industry

Recognize and reward executives whose skills and performance are critical to our success

Align interests of our executives with our stockholders

Encourage appropriate risk taking

 

		ELEMENTS OF TOTAL DIRECT COMPENSATION

Summary of Named Executive Officer Average Target Compensation as of December 31, 2021

 

 

To promote a performance-based culture that further aligns the interests of management and stockholders, in 2021, our executive compensation program focused extensively on variable, performance-based compensation. The substantial majority of our Chief Executive Officer’s and other Named Executive Officers’ actual total compensation as reported in the 2021 Summary Compensation Table was in the form of variable compensation (short-term and long-term incentives).

 

⬛    PROXY STATEMENT 2022		39

Executive Compensation

 

Factors Considered in Determining Executive Compensation

COMPENSATION CONSULTANT AND MANAGEMENT

The Compensation Committee sets compensation levels for our Named Executive Officers based on the individual skills, experience and achievements of each executive officer, taking into account market analysis, input by its independent compensation consultant (Mercer) and the compensation recommendations of our Chief Executive Officer, except with respect to his own compensation. The Chief Executive Officer provides recommended annual compensation adjustments for the other Named Executive Officers’ base salaries, target annual short-term incentive opportunities and target long-term incentive opportunities. The Compensation Committee believes that input from both its independent compensation consultant and our Chief Executive Officer provides useful information and points of view to assist the Compensation Committee in determining appropriate compensation.

The Compensation Committee has assessed the independence of Mercer pursuant to the rules prescribed by the Securities and Exchange Commission (“SEC”) and has concluded that no conflict of interest existed in 2021 or currently exists that would prevent Mercer from serving as an independent consultant to the Compensation Committee.

APPROACH TO COMPENSATION BENCHMARKING

We believe a competitive total compensation package is necessary to attract and retain an executive management team with the appropriate abilities and experience required to lead the Company and execute on our strategic business plan. We use comparative executive officer compensation data publicly disclosed by a peer group of public companies in addition to compensation survey data with respect to that peer group to evaluate the competitiveness of our executive officer compensation and to guide the compensation for newly hired and promoted executive officers. In analyzing this information, we compare our executive compensation program as a whole to the programs of our peer group and compare the pay of our individual executives to that of the executive officers of our peer group if we believe the positions are sufficiently similar to make meaningful comparisons. We do not target a specific percentile in the range of comparative data for each individual or for each component of compensation, except as provided below for Mr. Sievert. In determining the amount of base salary, the target annual short-term incentive award value and the target annual long-term incentive award value for each Named Executive Officer, we review the comparative compensation data and consider each executive’s level of responsibility, prior experience, past job performance, internal comparators, contribution to the Company’s success and results achieved. The Compensation Committee exercises its business judgment and discretion and does not apply formulas or assign these factors specific mathematical weights, except as provided below for Mr. Sievert. Under the Sievert Employment Agreement, for 60% of the time-based restricted stock units (“RSUs”) granted to him as annual long-term incentive (“LTI”) awards during 2021, the total vesting schedule length must be no longer than the median total vesting schedule length of annual time-based equity incentive awards for Chief Executive Officers in our peer group at the time such RSUs are granted. We reviewed the compensation of Chief Executive Officers in our peer group for purposes of assessing the foregoing and determined that the median total vesting schedule length of annual time-based equity incentive awards for Chief Executive Officers in our peer group was three years, which is the same as the three-year vesting schedule that generally applies to time-based RSUs granted to our employees.

EXECUTIVE COMPENSATION PEER GROUP

We select our peer group based on similarity to us in terms of relative size of revenue and market capitalization, industry and the ability to compete with us for talent at the executive officer level. The Compensation Committee reviews the Company’s peer group on an annual basis.

We reviewed our peer group after the closing of the Sprint Combination in April 2020 and, effective January 1, 2021, we made the following changes to our peer group: (a) removed Motorola Solutions, Inc. from our peer group because its market capitalization is substantially lower than T-Mobile’s market capitalization and (b) added International Business Machines, Oracle Corp. and The Walt Disney Company to our peer group, due to their relevance in terms of financial scope and industry and because they are included in the peer groups of many of our existing peer companies. This revised peer group was used to set executive compensation for 2021. The following chart shows T-Mobile’s 2021 peer group of 14 companies and each such company’s revenue for its most recent fiscal year and market capitalization as of December 31, 2021.

 

40		PROXY STATEMENT 2022    ⬛

Executive Compensation

 

T-Mobile Executive Compensation Peer Group

 

Peer Company		Revenue (in billions) As of Peer Fiscal  Year-End				Market Capitalization (in billions) As of December 31, 2021
AT&T, Inc.			$168.86				$   175.67
Charter Communications, Inc.			$  51.68				$   116.89
Cisco Systems, Inc.			$  49.82				$   267.27
Comcast Corp.			$116.39				$   229.95
Dish Network Corp.			$  17.88				$     17.15
Intel Corp.			$  79.02				$   209.45
International Business Machines Corp.			$  57.35				$   119.87
Liberty Global plc			$  10.31				$     15.19
Lumen Technologies, Inc.			$  19.69				$     12.85
Microsoft Corp.			$168.09				$2,525.08
Oracle Corp.			$  40.48				$   232.89
QUALCOMM Incorporated			$  33.57				$   204.81
The Walt Disney Company			$  67.42				$   281.54
Verizon Communications Inc.			$133.61				$   218.12
Median			$  54.52				$   207.13
T-Mobile US, Inc.			$  80.12				$   144.87

 

 

 

ANALYSIS OF EXECUTIVE OFFICER COMPENSATION

The key components of our annual target total compensation package for executive officers are base salary, annual cash-based short-term incentive awards, and long-term equity incentive awards, including performance-based restricted stock units (“PRSUs”) and RSUs.

TARGET TOTAL DIRECT COMPENSATION

The Compensation Committee reviews the compensation of the Named Executive Officers based on a market analysis prepared by management in partnership with the Compensation Committee’s independent compensation consultant. Based on the Compensation Committee’s assessment of each Named Executive Officer in relation to peer and survey market data related to such peer group as well as the executive officer’s contributions to the Company’s ongoing strategy, the Compensation Committee increased the total target compensation for the Named Executive Officers for 2021, including an increase to one or more component of base salary, target annual short-term incentive opportunity and target annual long-term incentive opportunity.

 

⬛    PROXY STATEMENT 2022		41

Executive Compensation

 

The following table shows, as of December 31, 2021, the target total direct compensation established for the Named Executive Officers.

 

Officer		Base Salary ($)				Target STIP Percent1				Target STIP Value ($)				Total Target Cash ($)				Target LTIP Percent2				Target LTIP Value ($)				Total Direct Compensation ($)
G. Michael Sievert3			1,500,000				250	%			3,750,000				5,250,000				—				14,250,000				19,500,000
Peter Osvaldik			750,000				150	%			1,125,000				1,875,000				250	%			4,687,500				6,562,500
Neville R. Ray			950,000				200	%			1,900,000				2,850,000				250	%			7,125,000				9,975,000
Mark W. Nelson			950,000				185	%			1,757,500				2,707,500				250	%			6,768,750				9,476,250
Peter A. Ewens			750,000				125	%			937,500				1,687,500				200	%			3,375,000				5,062,500
David A. Miller			775,000				150	%			1,162,500				1,937,500				200	%			3,875,000				5,812,500

 

1	Target STIP Percent reflected as a percent of base salary.

2	Target LTIP Percent reflected as a percent of total target cash.

3	Target LTIP value for Mr. Sievert as specified in his employment agreement.

ANNUAL BASE SALARIES

Base salary is designed to provide a competitive fixed component of income. Base salaries for our Named Executive Officers are set by the Compensation Committee, with assistance from the Compensation Committee’s independent compensation consultant, after consideration of various factors including individual performance, executive experience and skill set, retention considerations, and market data. In particular, the Compensation Committee focuses on how base salary levels may impact the market competitiveness of an executive’s total compensation opportunity. See further discussion under “— Factors Considered in Determining Executive Compensation-Market Analysis” above.

At the February 2021 Compensation Committee meeting, the Compensation Committee approved the following base salaries of the Named Executive Officers (other than Mr. Nelson) for 2021:

 

Officer		2020 Base Salary ($)				2021 Base Salary ($)
G. Michael Sievert			1,400,000				1,500,000
Peter Osvaldik			750,000				750,000
Neville R. Ray			925,000				950,000
Mark W. Nelson			—				950,000	1
Peter A. Ewens			725,000				750,000
David A. Miller			775,000				775,000

 

1

Mr. Nelson’s base salary for 2021 was pursuant to his offer of employment letter with the Company (the “Nelson Offer Letter”), which was approved by the Compensation Committee in September 2021. The amount of salary paid to Mr. Nelson in 2021 was prorated based on the number of days of services provided in 2021.

Effective January 1, 2021, Mr. Sievert’s base salary automatically increased from $1,400,000 to $1,500,000 pursuant to his employment agreement with the Company, which was entered into in November 2019 (as amended, the “Sievert Employment Agreement”).

ANNUAL SHORT-TERM INCENTIVES

Our executive officers are eligible for annual cash-based short-term incentive awards under the 2013 Omnibus Incentive Plan, as amended (the “2013 Plan”). The Compensation Committee sets the annual target value of each executive’s short-term incentive award opportunity as a percentage of the executive’s base salary. The final award is based on the applicable executive’s eligible base earnings for the performance period. Generally, award opportunities for each metric evaluated under the 2013 Plan are established at threshold, target and maximum levels. The maximum level for each metric is capped at 200% of target, and as a result, the overall potential amount that could be earned is capped at 200% of target.

 

42		PROXY STATEMENT 2022    ⬛