 | | Lead Independent Director  | | | | Anti-Hedging, Anti-Short Sale and Anti-Pledging Policies |
| | | | | | | | | Certificate of Incorporation | | | | Charter for Each Board Committee | | | | | | | Bylaws | | | | Code of Business Conduct | | | | | | | Corporate Governance Guidelines | | | | Code of Ethics for Senior Financial Officers | | | | | | | Stockholder’s Agreement | | | | Speak Up Policy (f.k.a. Whistleblower Protection Policy) |
These documents are available under the “Governance” section of our website athttp://investor.t-mobile.com or are listed as exhibits to the Annual Report on Form10-K filed with the Securities and Exchange Commission (“SEC”). | | | | | | 4 | | T-Mobile 2019 Proxy Statement | | |
CORPORATE GOVERNANCE ATT-MOBILE About the Board of DirectorsABOUT THE BOARD OF DIRECTORS
Corporate Governance GuidelinesFramework and Code of Business Conduct
Our Board of Directors established our corporate governance guidelines, which,has adopted Corporate Governance Guidelines that, together with our certificate of incorporation, our bylaws and the Stockholder’s Agreement with Deutsche Telekom, which beneficially ownsprovide a majority of our outstanding shares of common stock (approximately 65% as of March 31, 2016), set forthframework for the framework within which the Board and its committees direct the affairseffective governance of the Company. See “Transactions With Related Persons and Approval — Transactions With Deutsche Telekom — Stockholder’s Agreement” for more information regarding the Stockholder’s Agreement. The Board also adopted our Code of Business Conduct, which establishes the standards of ethical conduct applicable to all of 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 Directors 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.
| | | T-Mobile Notice of 2016 Annual Meeting and Proxy Statement | | 5 |
CORPORATE GOVERNANCE
Our Board Compositionand Director Independence The sizeOur Board consists of our Board12 directors, two of Directors has been fixed at 11. The size of our Board may be changed pursuant to our bylaws, subject towhom are currently employed by the provisions of our certificate of incorporation and the Stockholder’s Agreement between the Company and Deutsche Telekom.
Company. Pursuant to our certificate of incorporation and the Stockholder’s Agreement, Deutsche Telekom has certain rights to designate director nominees and to have such designees serve on the committees of the Board. See “Transactions Withwith Related Persons and Approval — Transactions Withwith Deutsche Telekom — Stockholder’s Agreement” for more information. We Are a Controlled Company with Certain Exemptions Since Deutsche Telekom beneficially owns a majority of our outstanding stock (approximately 63.0% as of March 31, 2019), 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. In addition, we rely on the exemption for controlled companies from NASDAQ rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act that relate to compensation committee member independence and compensation committee consultants. Director Independence TheOn an annual basis, our Board of Directors evaluates the independence of each director, including nominees for election to the Board, in accordance with applicable laws and regulations, the NASDAQ Stock Market LLC (“NASDAQ”) rules and our corporate governance guidelines. As a “controlled company” under NASDAQ rules, we are exempt from the requirement to have a majority of independent directors on our Board. However, pursuant to our certificate of incorporation, the Stockholder’s Agreement and our corporate governance guidelines, the Board is required to have at least three directors, including all the members of the Audit Committee, who meet the director independence standards under NASDAQ rules. We have five directors who our Board has determined are independent. The Board considers all relevant facts and circumstances in determining independence, including, among other things, making an affirmative
determination that the director has no material relationship with the Company directly or as an officer, stockholder, or partner of an organization that has a material relationship with the Company.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.
The Board Each of Directors has determined that Messrs. Barnes, Datar, Guffey and Westbrook and Ms. Taylor are independentthe following directors or director nominees is an “independent director” under NASDAQ rules and our corporate governance guidelines. In addition, 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.Corporate Governance Guidelines:
| | | ∎ Srikant M. Datar* | | ∎ Kelvin R. Westbrook* | ∎ Lawrence H. Guffey | | ∎ Teresa A. Taylor* | ∎ Olaf Swantee | | |
| * | 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. |
SeparateBoard Leadership
Our Chairman and Our Chief Executive Officer Roles Are Separated Our Board of Directors has chosen to separate the roles of Chairman of the Board and Chief Executive Officer, and it has appointed Timotheus Höttges, Deutsche Telekom’s Chief Executive Officer, as the Chairman of the Board.
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. Our Chairman manages the overall Board function, and his current responsibilities include chairing all regular sessions of the Board; establishing the agenda for each Board meeting in consultation with the lead independent director, ourTimotheus Höttges, Deutsche Telekom’s Chief Executive Officer, and other senior management as appropriate; and helping to establish, coordinate and reviewis the criteria and methods for evaluating, at least annually, the effectivenessChairman of the Board and its committees. 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 |
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 In addition to separating the Chairman of theOur Board and Chief Executive Officer roles, our Board of Directors has also chosen to also appoint a lead independent director. TheTeresa A. Taylor is our current lead independent director. Key responsibilities of our lead independent director a position currently held by Teresa A. Taylor, coordinates the activities of our independent directors, calls and presides over the executiveinclude:
sessions of the independent directors and functions as a liaison between such independent directors and the Chairman of the Board and/or the Chief Executive Officer. The lead independent director provides input on the flow of information to the Board, including the Board’s agenda and schedule.
| Controlled Company Exemptions |
We qualify as a “controlled company” under the NASDAQ rules because Deutsche Telekom beneficially owns a majority of our outstanding shares of common stock (approximately 65% as of March 31, 2016). As a controlled company, we are eligible for exemptions from certain corporate governance requirements under the NASDAQ rules. Specifically, we rely on controlled company exemptions from the NASDAQ rules that require:
a majority of the board of directors to be independent;
independent directors or a nominating committee composed entirely of independent directors to select (or recommend for selection by the full board) director nominees; and
a compensation committee composed entirely of independent directors to determine (or recommend for determination by the full board) the compensation of executive officers, including the chief executive officer.
In addition, we rely on the exemption for controlled companies from NASDAQ rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that relate to compensation committee member independence and compensation committee consultants.
| | | | | | 6∎ | | | Coordinating the activities of our independent directors |
CORPORATE GOVERNANCE
| ∎ | | 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. Directors are expected to attend all meetings of the Board of Directors and each committee on which they serve, as well as the Annual Meeting of Stockholders. The Board met seven times during 2015. Each director attended at least 75% of the total number of meetings of the Board and Board committees on which he or she served. Eight of our directors attended our 2015 Annual Meeting of Stockholders. Executive sessions, or meetings of outside (non-management) directors without management present, are held atAt each regularly scheduled Board meeting or(or more frequently if necessary. The Chairman of the Board or the lead independent director presides
over these executive sessions. Thenecessary), time is set aside for executive sessions provide an opportunity forwhere outside(non-management) directors to review any matters of interest raised by the Chairman of the Board, the lead independent director or the other non-management members of the Board, including strategic, operational, or financial issues andmeet without management performance and succession.
present. In addition, our corporate governance guidelinesCorporate 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 10 times during 2018 |
| ∎ | | 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, other than one, attended our 2018 Annual Meeting of Stockholders |
| | | | | | | T-Mobile 2019 Proxy Statement | | 5 |
CORPORATE GOVERNANCE ATT-MOBILE Communications with DirectorsANNUAL BOARD AND COMMITTEE EVALUATIONS
The Nominating and Corporate Governance Committee oversees the annual Board and committee self-evaluation process. In 2018, 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. |
Noted below are the high-level steps of the Board and Committee self-evaluation process. Board Evaluation Process Interested persons
STEP 1 Begin Evaluation Process The Chair of the Nominating and Corporate Governance Committee initiates, with the assistance of the Corporate Secretary, the annual evaluation process by engaging an outside evaluation consultant STEP 2 Evaluation Working closely with management, the outside consultant distributes comprehensive questionnaires to each director soliciting feedback on the Board's and each relevant Committee's effectiveness, covering topics such as: Strategic Oversight Scope & Content of Presentations Risk Management Succession Planning STEP 3 Analysis The outside consultant reviews the responses and prepares an executive summary for the Board and each Committee, which includes an overview of director responses and guidance on any material issues. The Chair of the Nominating and Corporate Governance Committee reviews the reports together with management and works directly with the consultant to evaluate the findings. STEP 4 Results and Findings The Nominating and Corporate Governance chair, with assistance from the outside consultant, presents the results and findings to the Board. Each committee reviews the committee results and findings. STEP 5 Follow Up Results requiring additional consideration are addressed at subsequent board and committee meetings and reported back to the Board, where appropriate. STEP 1 Begin Evaluation Process The Chair of the Nominating and Corporate Governance Committee initiates, with the assistance of the Corporate Secretary, the annual evaluation process by engaging an outside evaluation consultant. STEP 2 Evaluation Working closely with management, the outside consultant distributes comprehensive questionnaires to each director soliciting feedback on the Board's and each relevant Committee's effectiveness, covering topics such as: Strategic Oversight Scope & Content of Presentations Risk Management Succession Planning STEP 3 Analysis The outside consultant reviews the responses and prepares an executive summary for the Board and each Committee, which includes an overview of director responses and guidance on any material issues. The Chair of the Nominating and Corporate Governance Committee reviews the reports together with management and works directly with the consultant to evaluate the findings. STEP 4 Results and Findings The Nominating and Corporate Governance chair, with assistance from the outside consultant, presents the results and findings to the Board. Each committee reviews the committee results and findings. STEP 5 Follow Up Results requiring additional consideration are addressed at subsequent board and committee meetings and reported back to the Board, where appropriate. 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
| | |  | | 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 communication.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. | | | | | | 6 | | T-Mobile 2019 Proxy Statement | | |
CORPORATE GOVERNANCE ATT-MOBILE Board Committees and Related MattersBOARD COMMITTEES AND RELATED MATTERS
TheOur Board of Directors has four standing committees: Audit, Compensation, Executive, and Nominating and Corporate Governance. 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 athttp://investor.t-mobile.com by selecting “Governance Documents” under the “Corporate Governance”“Governance” tab. | | | T-Mobile Notice of 2016 Annual Meeting and Proxy Statement | | 7 |
CORPORATE GOVERNANCE
Audit Committee | | | | | | | | 
Chair: Srikant M. Datar | | | Additional Members: W. Michael Barnes, Members Teresa A. Taylor Kelvin R. Westbrook Meetings Held in 2018: 11 | | | Meetings HeldAs more fully described in 2015: 8
| | | Independence: Each memberits 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 financial reporting process, 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 suchnon-audit services as the independent auditor is independent under applicable SEC regulationspermitted to provide the Company and NASDAQ rules.approve the fees for such services ∎ 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 ∎ Develop and oversee compliance with the Code of Ethics for Senior Financial Officers and the Code of Business Conduct for all employees, officers and directors ∎ 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 Audit Committee Financial Literacy and Expertise:Our Board of Directors 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 Messrs. Datar and Westbrook is an “audit committee financial expert” as defined in applicable SEC rules.
| | |
The Audit Committee represents and assists the Board of Directors in its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process, disclosure controls and procedures and internal audit functions. The Audit Committee also oversees the appointment, compensation and retention of our independent registered public accounting firm, including the performance by the independent registered public accounting firm of permissible audit, audit-related, and non-audit services, and the associated fees. The Audit Committee periodically reviews the Company’s risk assessment and risk management
policies, as well as our compliance and ethics programs. The Audit Committee develops and oversees compliance with the Code of Ethics for Senior Financial Officers and the Code of Business Conduct for all employees, officers and directors. The Audit Committee is also responsible for establishing procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. In addition, the Audit Committee reviews and approves all related person transactions pursuant to the Company’s Related Person Transaction Policy.
Compensation | | | | | | | T-Mobile 2019 Proxy Statement | | Committee7 |
CORPORATE GOVERNANCE ATT-MOBILE Compensation Committee | | | | | | | | 
Chair: Teresa A. TaylorKelvin R. Westbrook Additional Members Lawrence H. Guffey Dr. Christian P. Illek Raphael Kübler Olaf Swantee Meetings Held in 2018: 6 Section 16 Subcommittee: Lawrence H. Guffey Kelvin R. Westbrook | | As more fully described in its charter, the primary responsibilities of the Compensation Committee are to: ∎ Review and approve the Company’s executive compensation philosophy and its programs, policies and practices ∎ 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 compensation for 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 shareholder advisory votes, or responding to other shareholder 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 ∎ The Section 16 Subcommittee has sole authority to approve all 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”) that are intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended | | | Additional Members: W. Michael Barnes, Thomas Dannenfeldt, Lawrence H. Guffey, Raphael Kübler
| Meetings Held in 2015: 6
| | | Section 16 Subcommittee Members: Teresa A. Taylor, Lawrence H. Guffey
| Independence: Ms. Taylor and Messrs. Barnes and Guffey are independent under applicable NASDAQ rules.
Compensation Committee Interlock and Insider Participation: No members of the Compensation Committee who served during 2015 were officers or employees of the Company or any of its subsidiaries during the year, were formerly Company officers or had any relationship otherwise requiring disclosure as a compensation committee interlock.
|
The Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs applicable primarily to the Company’s executive officers, including executive compensation philosophy and Chief Executive Officer compensation. TheHas Engaged an Independent Compensation Committee is also responsible for certain compensation programs affecting the Company’s employees generally, such as equity compensation plans, and reviews annually with management the risks arising from such programs. In addition, the Compensation Committee reviews and oversees the independent director compensation policies. A significant focus area of the Compensation Committee is succession plan development for the Chief Executive Officer and senior management.Consultant The Compensation Committee has established the Section 16 Subcommittee, which has sole authority to approve all 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”) (“Section 16 officers”) that are intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and unless otherwise determined by the Compensation Committee, authority to approve all equity or equity-based awards to the Company’s Section 16 officers. The Compensation Committee has delegated authority to the Company’s Executive Vice President, Human Resources, to make awards to employees who are not Section 16 officers. The Compensation Committee charter authorizes the Compensation Committee to form and delegate its authority to other subcommittees and to one or more members of the Board of Directors.
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 to adviseconsultant. Mercer assists the Compensation Committee in its evaluation of the compensation and benefits provided to the Chief Executive Officer and the other executive officers. At the request of the Compensation Committee, a consultant from Mercer generally attends the 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.
In connection with its engagement of Mercer, the Compensation Committee considered various factors bearing upon Mercer’s independence including, but not limited to, the amount of fees received by Mercer from the Company, Mercer’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Mercer’s independence. After reviewing these and other factors, the Compensation Committee determined that Mercer was independent and that its engagement did not present any conflicts of interest. Mercer also determined that it was independent from management and confirmed this in a written statement delivered to the Compensation Committee.
| ∎ | | The Compensation Committee determined that Mercer is (and was, during 2018) independent and that its engagement does not (and did not, during 2018) present any conflicts of interest. |
| ∎ | | Mercer also determined that it was independent from management and confirmed this in a written statement delivered to the Compensation Committee. |
During 2015,2018, Mercer provided executive compensation services to the Company. The aggregate fees for such services were approximately $179,000.$349,500. In addition, Mercer provided services to the Company for investment and benefits consulting and retirement plan consulting. The aggregate fees for such services were approximately $110,000.$233,000. Compensation Committee Interlocks and Insider Participation During 2018, the following individuals served on the Compensation Committee for all or part of the year: Ms. Taylor, Dr. Illek and Messrs. W. Michael Barnes, Thomas Dannenfeldt, Guffey, Kübler, Swantee and Westbrook. No member of the Compensation Committee who served during 2018 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. | | | | | | 8 | | T-Mobile 2019 Proxy Statement | | |
CORPORATE GOVERNANCE ATT-MOBILE The Compensation Committee sets compensation based on the skills, experience and achievements of each executive officer, taking into account market analysis and input provided by its compensation consultant and the compensation recommendations of our Chief Executive Officer, except with respect to his own position. The
Compensation Committee believes that input from both its consultant and our Chief Executive Officer provides useful information and points of view to assist the Compensation Committee in determining the appropriate compensation.
Executive Committee | | | | | | | | 
Chair: Timotheus Höttges | | | Additional Members: Thomas Dannenfeldt, Members Lawrence H. Guffey Dr. Christian P. Illek Bruno Jacobfeuerborn Raphael Kübler Thorsten Langheim John J. Legere | Meetings Held in 2015:2018: 20* *Per the Executive Committee’s charter, the Committee meets as often as it determines necessary | | 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 | | | Independence: Mr. Guffey is independent under applicable NASDAQ rules.
|
The Executive Committee has been established by our Board of Directors to review and provide guidance to our senior management regarding our strategy, operating plans and operating performance.
Nominating and Corporate Governance Committee | | | | | | | | 
Chair: Teresa A. Taylor Additional Members Lawrence H. Guffey Thorsten Langheim Meetings Held in 2018: 5 | | 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 Stockholder’s 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 ∎ 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: Kelvin R. Westbrook
| | | Additional Members: Lawrence H. Guffey, Thorsten Langheim
| Meetings Held in 2015: 3
| | | Independence: Messrs. Guffey and Westbrook are independent under applicable NASDAQ rules.
|
The Nominating and Corporate Governance Committee assists the Board of Directors with the process of identifying, recruiting, evaluating, and nominating candidates for membership to our Board and overseeing corporate governance principles and policies
applicable to the Company. In addition, the Nominating and Corporate Governance Committee oversees the functions and needs of the Board and its committees, including leading the annual Board and committee performance review.
| | | | | T-Mobile Notice of 2016 Annual Meeting and2019 Proxy Statement | | 9 |
CORPORATE GOVERNANCE AT T-MOBILE Board of Directors’ Role in Risk ManagementBOARD 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. Financial,Management conducts a quarterly enterprise-wide risk assessment and considers financial, strategic, IT, technology, operational, compliance, legal/regulatory, and reputational risks to the CompanyCompany. In addition, Management conducts an annual fraud risk assessment. The results of these assessments are considered by management when it conducts its quarterly enterprise-wide risk assessment and are reviewed and updated regularly in connection with the operational, financial, and business activities of the Company. As partManagement Has Established a Third-Party Risk Management Program
Management has established a centralized Third-Party Risk Management program to evaluate multiple aspects of the risk management process, management of the Company has establishedrelated to doing business with third parties, including, but not limited to, cybersecurity, geopolitical, privacy, financial, anti-corruption, and fourth-party risks. Management Has Established an Enterprise Risk and Compliance Committee to help oversee activities in the areas ofand 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. In addition, the Company has established an The Information Security and Privacy Council with support from the Vice President, Enterprise Information Security, who serves as the Chief Information Security Officer, and the Vice President, Chief Privacy Officer, to overseeoversees the strategic governance and prioritization of the Company’s information security and privacy initiatives. OurSelective Delegation of Risk Oversight to Committees
While the full Board of Directors assesses Company risks and strategieshas overall responsibility for risk mitigation, and it manages itsoversight, the Board has delegated risk oversight function primarily, but not exclusively, through the Audit Committeeresponsibility for certain risks to committees of the Board. As such,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. In performing this function, theThe 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, and the Vice President, Chief Compliance Officer have direct reporting communications channels to the Audit Committee, and have regular meetings with the Audit Committee and/or its members. They provide a quarterly enterprise-wide risk assessment and annual fraud and compliance risk assessments to the Audit Committee and update the Audit Committee on significant issues raised by the Enterprise Risk and Compliance Committee. The Audit Committee reviews all enterprise risk assessments, provides feedback to executive management and may shareshares the risk assessments with the Board. The Audit Committee also has other oversight responsibilities with respect to the Company’s internal audit and SOX Compliance program, as well as other compliance and ethics programs, as more fully set out in its charter. Compensation Committee The Compensation Committee has certain oversight responsibilities with respect to the assessment of risk in connection with our compensation programs. The Executive Committee of the Board, charged with reviewing and providing guidance to senior management of the Company regarding the Company’s strategy, operating plans and operating performance, also plays a key role in helping the Board perform its risk oversight function by considering strategic operating goals, opportunities and risks. In addition, the Nominating and Corporate Governance Committee oversees Board process and corporate governance-related risks. Finally, reports of all committee meetings are presented to the Board on a regular basis. Risk Assessment of Compensation Programs. The Company designs the compensation programs to encourage appropriate risk taking while discouraging behavior that may result in unnecessary or excessive risk. In this regard, the following elements have been incorporated in our compensation programs for executive officers:
Use of multiple metrics in annual incentive plan and use of two long-term incentive vehicles for executive officers
Each annual incentive award metric capped at 200%
Performance-based share awards capped at 200%
Emphasis on long-term and performance-based compensation
Compensation Committee has discretion to reduce incentive awards, as appropriate
Long-term incentive awards vest ratably over three years or performance vest at end of performance period
Formal clawback policy applicable to both cash and equity compensation
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
Generally no supplemental benefits or perquisites for executive officers
The Compensation Committee periodically reviews with management an assessment of 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 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) 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 |
| ∎ | | 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 reviews and provides guidance to senior management regarding the Company’s strategy, operating plans and operating performance. The Executive Committee also plays a key 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. | | | | | | 10 | | T-Mobile 2019 Proxy Statement | | |
CORPORATE GOVERNANCE ATT-MOBILE Director CompensationDIRECTOR COMPENSATION
Non-Employee Director Compensation Program Each directorOur“non-employee directors”—directors who isare not an employeeemployees of the Company or an officerofficers or employeeemployees of Deutsche Telekom (a “non-employee director”) isTelekom—are eligible to participate in the Company’snon-employee director compensation program. The main features of this program, outlined in more detail below, are:
A larger allocation to equity-based compensation than cash
All equity-based compensation is subject to a vesting period
Substantial stock ownership guidelines of five times his or her annual cash retainer
described below. The Compensation Committee periodically reviews the compensation of ournon-employee directors. As part of the review, the Compensation Committee engages Mercer to assess ournon-employee director compensation program in comparison to our peer group as discussed in “— Executive Compensation — (see “Executive Compensation—Factors Considered in Determining Executive Compensation — Compensation—Executive Compensation Peer Group.”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. Key Features of OurNon-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 |
| ∎ | | Substantial stock ownership guidelines of five times thenon-employee director’s annual cash retainer |
Annual cash retainers are subject to proration for any person who becomes a non-employee director and/or committee chair at any time of the year other than the date of the Company’s Annual Meeting of Stockholders. Directors also receive reimbursement of expenses incurred in connection with their Board service.
| | | | | | | Elements ofNon-Employee Director Compensation | | Amount ($) | | | | | | Annual cash retainer | | | 120,000 | | | | | | Additional annual cash retainer for: | | | | | | | | | Lead Independent Director | | | 35,000 | | | | | | Audit Committee Chair | | | 50,000 | | | | | | Compensation Committee Chair | | | 25,000 | | | | | | Nominating and Corporate Governance Committee Chair | | | 15,000 | | | | | | Additional Retainer for Audit Committee Members (Other Than Chair) | | | 15,000 | | | | | | Annual award of Restricted Stock Units | | | 195,000 | | | | | | Additional cash amounts for each Board and committee meeting in excess of 10 meetings per year: | | | | | | | | | In person | | | 2,000 | | | | | | By telephone | | | 1,000 | | | |
Under our current non-employee director compensation program, immediately after each Annual Meeting of Stockholders, each non-employee director receives an
The annual award of restricted stock units (“RSUs”) with a value of $160,000 (rounded up to the nearest share number), with pro rata awards for non-employee directors joining the Board at any time other than the date of theis made immediately after each Annual Meeting of Stockholders. The RSUs vest on theone-year anniversary of the grant date or, for directors not standing forre-election, on the date of the next Annual Meeting of Stockholders, for directors not standing for re-election.subject to continued service as anon-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. Annual cash retainers and the annual RSU award are prorated for any person who becomes anon-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 service and are eligible to receive up to two handsets per year and up to ten10 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 ofT-Mobile Under our stock ownership guidelines, eachnon-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 the later of (i) the date we adopted the policy (May 1, 2013) and (ii) the date on which he or she becomes anon-employee director. Eachnon-employee director is expected to meet the ownership guidelines within the later of (i) five years from the date we adopted the policy and (ii) the date on which he or she became anon-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. The following table summarizes the compensation payable to the Company’s non-employee directors:
| ∎ | | As of December 31, 2018, allnon-employee directors were in compliance with our stock ownership guidelines. |
| | | | | Elements of Non-Employee Director Compensation | | T-Mobile 2019 Proxy Statement | | Amount
($)11 | | Annual cash retainer | | | 110,000 | | Additional annual cash retainer for: | | | | | Lead Independent Director
| | | 25,000 | | Audit Committee Chair
| | | 50,000 | | Compensation Committee Chair
| | | 25,000 | | Nominating and Corporate Governance Committee Chair
| | | 15,000 | | Annual award of RSUs | | | 160,000 | | Additional cash amounts for each Board and committee meeting in excess of ten meetings per year: | | | | | In person
| | | 2,000 | | By telephone
| | | 1,000 | |
CORPORATE GOVERNANCE AT T-MOBILE 2015 2018Non-Employee Director Compensation Table
During fiscal year 2015,2018, the Company’snon-employee directors received the following compensation for their services: | | Name | | Fees Earned or
Paid in Cash
($) | | | Stock
Awards
($) (1) | | | All Other
Compensation
($) (2) | | | Total ($) | | | Fees Earned or
Paid in Cash(3)
($) | | | Stock
Awards (4)
($) | | | All Other
Compensation (5)
($) | | | Total ($) | | | W. Michael Barnes | | | 109,753 | | | | 160,008 | | | | 3,107 | | | | 272,868 | | | | W. Michael Barnes(1) | | | | 70,750 | | | | 178,798 | | | | 7,221 | | | | 256,769 | | | | | Srikant M. Datar | | | 155,753 | | | | 160,008 | | | | 2,537 | | | | 318,298 | | | | 198,000 | | | | 178,798 | | | | 4,195 | | | | 380,993 | | | | | Lawrence H. Guffey | | | 112,753 | | | | 160,008 | | | | 4,028 | | | | 276,789 | | | | 137,000 | | | | 178,798 | | | | 9,471 | | | | 325,269 | | | | Olaf Swantee(2) | | | | 65,918 | | | | — | | | | — | | | | 65,918 | | | | | Teresa A. Taylor | | | 155,753 | | | | 160,008 | | | | — | | | | 315,761 | | | | 193,250 | | | | 178,798 | | | | 11,217 | | | | 383,265 | | | | | Kelvin R. Westbrook | | | 126,658 | | | | 160,008 | | | | 3,823 | | | | 290,489 | | | | 174,500 | | | | 178,798 | | | | 12,445 | | | | 365,743 | | |
| (1) | Mr. Barnes was not nominated forre-election and his Board service ended on June 13, 2018, the date of the 2018 Annual Meeting of Stockholders. |
| (2) | Mr. Swantee was elected to the Board on June 13, 2018, the date of the 2018 Annual Meeting of Stockholders. |
| (3) | Includes meeting fees earned as an Independent Committee member. |
| (4) | The value of stock awards is determined using the aggregate grant date fair value computed in accordance with FASBFinancial 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 101 to the Consolidated Financial Statements included in the Company’s Annual Report on Form10-K for the year ended December 31, 20152018 for a summary of the assumptions we apply in calculating these amounts. As of December 31, 2015,2018, each director held 4,1413,324 unvested time-based RSUs. |
(2)(5) | Includes (i) phone perquisites under the Board of Directors Phone Perquisite Program, (ii) personal and spousal travel expenses in connection with a Board meeting, for Mr. Barnes and (iii) reimbursement of taxes associated with the personal and spousal travel expenses in the amount of $616 for Mr. Barnes.expenses. |
| | | T-Mobile DIRECTOR NOMINATION, SELECTION AND QUALIFICATIONSNotice of 2016 Annual Meeting and Proxy Statement | | 11 |
CORPORATE GOVERNANCE
Non-Employee Director Stock Ownership Guidelines
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 retainer measured as of May 1, 2013, for non-employee directors serving on that date or as of the date Board service commences for any non-employee director joining the Board after May 1, 2013. Each non-employee
director is expected to meet the ownership guidelines within five years from the applicable measurement date, and is expected to retain at least 50% of the net shares of common stock acquired through the Company’s equity compensation plans until the ownership threshold is met.
Director Nomination, Selection and Qualifications
Qualifications and Diversity 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 of Directors a slate of nominees for election at each Annual Meeting of Stockholders. The Board has adopted director selection guidelines, which the Nominating and Corporate Governance Committee considers in evaluating each director candidate. The Nominating and Corporate Governance Committee considers, among others, the following factors: Professional experience, industry knowledge, skills and expertise;
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;
Willingness and ability to devote the required time and effort to effectively fulfill the duties and responsibilities related to Board and committee membership;
Willingness and ability to serve on the Board for multiple terms, if nominated and elected, to enable development of a deeper understanding of the Company’s business affairs;
| ∎ | | Professional experience, industry knowledge, skills and expertise |
| ∎ | | Leadership qualities, public company board and committee experience andnon-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 not to engage 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 |
Willingness not to engage in activities or interests that may create a conflict of interest with a director’s responsibilities and duties to the Company and its constituents; and
Willingness to act in the best interests of the Company and its constituents and to objectively assess Board, committee and management performances.
Diversity is one of many factors under our director selection guidelines that the Nominating and Corporate Governance Committee considers when evaluating potential director candidates. However, we do not have a formal policy with respect to diversity on the Board. 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. 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. 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, | | | | | | 12 | | T-Mobile 2019 Proxy Statement | | |
CORPORATE GOVERNANCE AT T-MOBILE 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 of Directors will approve all final nominations after considering the recommendations of the Nominating and Corporate Governance Committee. | | | | | | 12 | | T-Mobile 2019 Proxy Statement | | 13 |
Proposal 1 - Election of Directors 2019 Director Nominees The following persons, eachBoard has nominated 12 directors for election at the Annual Meeting to serve as directors for terms that would end at the 2020 Annual Meeting of whom is currentlyStockholders. Olaf Swantee has not been nominated for re-election and his Board service will end on the date of the Annual Meeting. The Board would like to recognize Mr. Swantee for his services and contributions as a member of the Board. The Board has nominated a new director for election, Srini Gopalan. If elected, Mr. Gopalan’s term will begin on June 13, 2019. Other than Dr. Illek and Mr. Gopalan, all nominees were elected at the 2018 Annual Meeting of T-Mobile, have beenStockholders. Each nominee was nominated by the Board of Directors on the recommendation of the Nominating and Corporate Governance Committee for election at the Annual Meeting to serve as a director for a term that would end at the 2017 Annual Meeting of Stockholders.Committee. The Board has found each nominee to be qualified based on his or her qualifications, experience, attributes, skills and overall service during the director’s term, including the number of meetings attended, his or her level of participation, the quality of his or her performance 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 of Directors 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. Dannenfeldt, Höttges, Gopalan, IIlek, Jacobfeuerborn, Kübler, Langheim and Westbrook and Ms. Taylor were designated for nomination by Deutsche Telekom pursuant to its rights under our certificate of incorporation and the Stockholder’s Agreement. 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. Nominees
| | | | | W. Michael Barnes
| | | | | 
| | Age: 73
Director since: 2004
Board committees: Audit, Compensation
Other public company directorships:
• Advanced Micro Devices, Inc. (2003 to 2015)
| | Qualifications and skills to serve as a director:
• Complex financial management experience
• Extensive knowledge of technology industry
• Experience as public company chief financial officer, director and committee member
| | Mr. Barnes held several positions at Rockwell International Corporation, a multi-industry company in high technology businesses including aerospace, commercial and defense electronics, telecommunication equipment, industrial automation systems and semiconductor products manufacturing, between 1968 and 2001, including Senior Vice President, Finance & Planning, and Chief Financial Officer from 1991 through 2001. Mr. Barnes holds a Ph.D. in operations research from Texas A&M University. He also holds Bachelor’s and Master’s degrees in industrial engineering from Texas A&M University. |
| | | T-Mobile Notice of 2016 Annual Meeting and Proxy Statement | | 13 |
PROPOSAL 1 – ELECTION OF DIRECTORS
| | | | | Thomas Dannenfeldt
| | | 
| | Age: 49
Director since: 2013
Board committees: Compensation, Executive
| | Qualifications and skills to serve as a director:
• Expertise in global telecommunications industry
• Expertise in strategy, business and finance
• Experience in accounting and internal controls
| | Mr. Dannenfeldt has served as the Chief Financial Officer of Deutsche Telekom, our majority stockholder and a leading integrated telecommunications company, since January 2014. He was Finance Director of Telekom Deutschland from April 2010 to December 2013. From July 2009 to April 2010, he was the CFO of T-Mobile Deutschland. From January 2010 to April 2010, he was also responsible for the fixed line part of Deutsche Telekom as a member of the T-HomeOur Board of Management. Mr. Dannenfeldt started his career at Deutsche Telekom in 1992 and has gained more than 20 years of experience in various leadership roles in sales, marketing and finance in national and international mobile and fixed line telecommunications business. He also served onDirectors recommends a voteFOR the election to the Board of Directors of Virgin Mobile in the UK in 2003 and 2004, as well as the Chairmaneach of the Board of Directors of EE Limited in 2014 and 2015.nominees listed below |
| | | | | Srikant M. Datar
| | | 
| | Age: 62
Director since:Since: 2013 2013Age:
65 Other Public Company Boards: ∎ Novartis AG ∎ ICF International Inc. ∎ Stryker Corporation Board committee:Committees: ∎ Audit (Chair) Other public company directorships:
• Novartis AG
• ICF International Inc.
• Stryker Corporation
• HCL Technologies (2012 to 2014)
• KPIT Technologies (2007 to 2012)
| | Qualifications and skills to serve as a director:
Srikant M. Datar Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University; Senior Associate Dean for University Affairs • Expertise in accounting, governance and risk managementBiography:
• Public company director and committee experience
• Academic and commercial perspective on complex issues
| | | Mr. Datar is the Arthur Lowes Dickinson Professor at 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 receivedholds 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 accounting, governance and risk management ∎ Public company director and committee experience ∎ Academic and commercial perspective on complex issues | | | | | | | |
| | | | | | 14 | | T-Mobile 2019 Proxy Statement | | |
PROPOSAL 1 –- ELECTION OF DIRECTORS | | | | | Lawrence H. Guffey
| | | 
Age: 48 Other Public Company Boards: ∎ Hellenic Telecommunications Organization (OTE) | | Srini Gopalan Member of the Board of Management Deutsche Telekom AG for Europe Biography: Since January 1, 2017, Mr. Gopalan has served as a member of the Board of Management Deutsche Telekom AG, our majority stockholder and a leading integrated telecommunications company. He is responsible for the Europe segment of the company. From September 2013 to September 2016, he served as the Consumer Director at Bharti Airtel in India, where he was responsible for consumer business that covered broadband connections and satellite TV, in addition to mobile communications. Prior to joining Bharti Airtel, from August 2010 to August 2013, he was the Consumer Director at Vodafone UK. Prior to that, from June 2009 to August 2010, he was the Chief Marketing Officer at T-Mobile UK and was part of the management team that led T-Mobile UK to the joint venture with Orange Communications SA, “everything-everywhere”. Prior to that, between 1999 and 2009, Mr. Gopalan worked at Capital One in several functions – starting as Senior Vice President, Head of UK Card and leaving as Managing Director UK. Mr. Gopalan studied Business Administration at St. Stephen’s College in New Delhi, India and later received a Master of Business Administration at Indian Institute of Management Ahmedabad in Ahmedabad, India. Qualifications and Skills Supporting Election to the Board: Age:∎ Expertise in global telecommunications
48∎ Core business, management and leadership skills
| | | | | | | |
| | | | | 
Director since:Since: 2013 2013Age:
51 Board committees:Committees: ∎ Compensation ∎ Executive ∎ Nominating and Corporate Governance | | Qualifications and skills to serve as a director:
Lawrence H. Guffey Chief Executive Officer of LG Capital Investors LLC • Core financial and business skillsBiography:
• Experience overseeing investments in media and communications industries
• Public company director and committee experience
| | Mr. Guffey is Chief Executive Officer of LG Capital Investors LLC, a single-family investmentsingle family office formed in 2014.2014, and Managing Partner of Twin Point Capital, the principal investment arm of the family office. From 1991 to 2014,2013, Mr. Guffey was with The Blackstone Group, an asset management and financial services company, most recently serving as Senior Managing Director (Partner) in the Private Equity Group. Mr. Guffey led many of The Blackstone Group’s media and communications investment activities and managed Blackstone Communications Advisors. Mr. Guffey was a member of the Supervisory Board at Deutsche Telekom, our majority stockholder and a leading integrated telecommunications company, from June 2006 untilto October 2013. He was a Director of New Skies Satellites Holdings Ltd. from January 2005 to December 2007, Axtel SA de CV since Octoberfrom May 2000 to June 2013, FiberNet L.L.C. from 2001 untilto 2003, iPCS Inc. from August 2000 to September 2002, PAETEC Holding Corp. from February 2000 to 2002, and Commnet Cellular Inc. from February 1998 to December 2001. Mr. Guffey also served as a Director of TDC A/S from February 2006 to March 2013. 2013 and Wind Mobile from 2014 to 2016.He holds a Bachelor of Arts and graduatedmagna cum laude degree from Rice University, where he was elected to Phi Beta Kappa. Qualifications and Skills Supporting Election to the Board: ∎ Core financial and business skills ∎ Experience overseeing investments in media and communications industries ∎ Public company director and committee experience | | |
| | | | | Timotheus Höttges
| | T-Mobile 2019 Proxy Statement | | 15 |
PROPOSAL 1 - ELECTION OF DIRECTORS | | | | | 
| | Age: 53
Director since:Since: 2013 Board committee:Age: Executive (Chair)
56 Other public company directorships:Public Company Boards: •∎ Henkel AG & Co. KGaA
∎ BT Group plc Board Committees: •∎ BT plcExecutive (Chair)
| | Qualifications and skills to serve as a director:
Timotheus Höttges Chief Executive Officer of Deutsche Telekom Biography: • Chief executive officer of major global communications company
• Core finance, business and leadership skills
| | Since January 2014, Mr. Höttges has served as Chief Executive Officer of Deutsche Telekom, our majority stockholder and a leading integrated telecommunications company. From March 2009 to December 2013, he served as Deutsche Telekom’s Chief Financial Officer (CFO) 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 theT-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 ofT-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 | | | T-Mobile Notice of 2016 Annual Meeting and Proxy Statement | | 15 | | |
PROPOSAL 1 – ELECTION OF DIRECTORS
| | | | | Bruno Jacobfeuerborn
| | | 
| | Age: 55
Director since:Since: 2018 2014Age:
54 Board committee:Committees: ∎ Compensation ∎ Executive | | Qualifications and skills to serve as a director:
Christian P. Illek Chief Financial Officer of Deutsche Telekom • Expertise in global telecommunications industryBiography:
• Wireless network and technology expertise
• Core business, management and leadership skills
| | Mr. JacobfeuerbornDr. Illek has served as Director of Technology Telekom Deutschland since April 2010. In addition, he has been the Chief TechnologyFinancial Officer (CTO) of Deutsche Telekom, our majority 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 forT-Systems International GmbH since November 2016 (a subsidiary of Deutsche Telekom). Prior to that, Dr. Illek was Chairman of 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 in 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 | | |
| | | | | | 16 | | T-Mobile 2019 Proxy Statement | | |
PROPOSAL 1 - ELECTION OF DIRECTORS | | | | | 
Director Since: 2014 Age: 58 Board Committees: ∎ Executive | | Bruno Jacobfeuerborn Chief Executive Officer of DFMG Deutsche Funkturm GmbH and Chief Executive Officer of Comfortcharge GmbH Biography: Mr. Jacobfeuerborn has been Chief Executive Officer of DFMG Deutsche Funkturm GmbH since January 2017 and Chief Executive Officer of Comfortcharge GmbH since January 2018. Previously, he served as the Chief Technology Officer of Deutsche Telekom AG from February 2012. Previously,2012 to December 2017. Deutsche Telekom AG is our majority stockholder and a leading integrated telecommunications company. He also served as the Director of Technology Telekom Deutschland GmbH from April 2010 to December 2016. Prior to that, Mr. Jacobfeuerborn was Director of Technology ofT-Mobile Deutschland andT-Home in Germany.Germany from July 2009 to March 2010. In this doubledual role, he was responsible for the technology business (both mobile and fixed network) in Germany from July 2009 to March 2010.Germany. From April 2007 to July 2009, he was Managing Director of Technology, IT and Procurement at Polska Telefonica Cyfrowa. Mr. Jacobfeuerborn joined what is now Deutsche Telekom AG in 1989 and has held several positions with increasing responsibility within the group. |
Qualifications and Skills Supporting Election to the Board: ∎ Expertise in global telecommunications industry ∎ Wireless network and technology expertise ∎ Core finance, business and leadership skills | | | | | Raphael Kübler
| | | | | 
| | Age: 53
Director since:Since: 2013 2013Age:
56 Other Public Company Boards: ∎ Ströer SE & Co. KGaA ∎ Hellenic Telecommunications Organization (OTE) (2013-2018) Board committees: Compensation, ExecutiveCommittees: ∎ Compensation Other public company directorships:
•∎ Hellenic Telecommunications OrganizationExecutive
| | Qualifications and skills to serve as a director:
Raphael Kübler Senior Vice President of the Corporate Operating Office of Deutsche Telekom Biography: • Expertise in global telecommunications industry
• Core business, management and leadership skills
• Complex financial management experience
| | In January 2014, Mr. Kübler assumed the position of Senior Vice President of the Corporate Operating Office of Deutsche Telekom, our majority 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 a 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 ofT-Mobile Deutschland GmbH, the mobile operations of Deutsche Telekom in Germany now known as Telekom Deutschland GmbH (a wholly-ownedwholly 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 | | |
| | | | | | 16 | | T-Mobile 2019 Proxy Statement | | 17 |
PROPOSAL 1 –- ELECTION OF DIRECTORS | | | | | 
Thorsten LangheimDirector Since:
| | | 
| | Age: 502013
Director since:Age: 2013
53 Board committees:Committees: ∎ Executive ∎ Nominating and Corporate Governance | | Qualifications
Thorsten Langheim Member of the Deutsche Telekom AG Board of Management, USA and skills to serve as a director:Group Development • Expertise in global telecommunications industryBiography:
• Experience overseeing telecommunications and technology investments
• Corporate strategy and M&A experience
| | Mr.Thorsten Langheim serves as Senior Vice President Group Corporate Developmentjoined the Board of Management of Deutsche Telekom, our majority stockholder and a leading integrated telecommunications company, a positionon January 1, 2019, where he has held since November 2009. In his current role, he managesis responsible for the “USA and Group Development” Board department, overseeing Deutsche Telekom’s Corporate StrategyU.S. business as well as corporate development, portfolio strategy and Groupgroup M&A activities. This includes overseeing Deutsche Telekom’s 12% stake in BT Group as well as the management of Deutsche Telekom’s subsidiaries T-Mobile Netherlands and Deutsche Funkturm. In addition, Mr. Langheim has also servedserves as the Chairman and Co-founder of Deutsche Telekom Capital Partners, since June 2015.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 positionroles 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 Scout24, T-SystemsDeutsche Sporthilfe as well as Chairman of T-Mobile Netherlands and Deutsche Sporthilfe. Previously, Mr. Langheim served on the boards of STRATO AG and T-Venture Holding GmbH. 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. Mr. Langheim holdsReading and a Bachelor’sbachelor’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 | | | | | John J. Legere
| | | | |  
| | Age:Director Since: 57
2013 Director since:Age: 2013
60 Board committee:Committees: ∎ Executive | | Qualifications and skills to serve as a director:
John J. Legere •Chief Executive Officer ofT-Mobile US, Inc.
Biography: • Expertise in telecommunications and technology industries
| | Mr. Legere joinedT-Mobile USA in September 2012 as President and Chief Executive Officer and became our President and Chief Executive Officer on April 30, 2013 upon the consummation of the BusinessMetro Combination. Mr. Legere has over 3438 years’ experience in the U.S. and global telecommunications and technology industries. Prior to joiningT-Mobile USA, Mr. Legere served as Chief Executive Officer of Global Crossing Limited, a telecommunications company, from October 2001 to October 2011. Before joining Global Crossing, he served as Chief Executive Officer of Asia Global Crossing; as president of Dell Computer Corporation’s operations in Europe, the Middle East, and Africa; as presidentPresident, Asia-Pacific for Dell; as president of AT&T Asia Pacific; as head of AT&T’s outsourcing program and as head of AT&T global strategy and business development. Mr. Legere serves on the CTIA Board of Directors.Mr. Legere receivedholds a Bachelor’sbachelor’s degree in Business Administration from the University of Massachusetts, a Master of Science degree as an Alfred P. Sloan Fellow at the Massachusetts Institute of Technology, and a Master of Business Administration degree from Fairleigh Dickinson University and heUniversity. He also completed Harvard Business School’s Program for Management Development. Qualifications and Skills Supporting Election to the Board: ∎ Chief Executive Officer ofT-Mobile ∎ Expertise in telecommunications and technology industries | | |
| | | | | T-Mobile Notice of 2016 Annual Meeting and Proxy Statement18 | | 17T-Mobile 2019 Proxy Statement | | |
PROPOSAL 1 –- ELECTION OF DIRECTORS | | | | | 
Teresa A. TaylorDirector Since:
2018 Age: 49 Other Public Company Boards: ∎ Shaw Communications | | G. Michael (Mike) Sievert President and Chief Operating Officer ofT-Mobile US, Inc. Biography: Mr. Sievert serves as our President and Chief Operating Officer. Mr. Sievert is responsible for guiding all customer-facing operations across the business, including marketing, product development, retail management, sales and customer care for all of our direct and indirect channels and each of our brands. Mr. Sievert served as our Executive Vice President and Chief Marketing Officer from April 2013 to February 2015, and from November 2012 to April 2013, Mr. Sievert was Executive Vice President and Chief Marketing Officer ofT-Mobile USA. Prior to joiningT-Mobile USA, Mr. Sievert was an entrepreneur and investor involved with several Seattle-areastart-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 wasco-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 technologystart-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 Operating Officer ofT-Mobile ∎ Expertise in telecommunications and technology industries | | | | | | | |
| | | | | 
| | Age:Director Since: 52
2013 Director since:Age: 2013
55 Board committee: Compensation (Chair)Lead Independent Director
Other public company directorships:Public Company Boards: •∎ First Interstate BancSystem, Inc.
∎ Black Hills Corporation ∎ NiSource Inc. (2012 to 2015) • Columbia Pipeline Group, Inc.Board Committees:
∎ Nominating and Corporate Governance (Chair) ∎ Audit | | Qualifications and skills to serve as a director:
Teresa A. Taylor Chief Executive Officer of Blue Valley Advisors, LLC Biography: • 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
| | | 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 her24-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 receivedholds 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 | | | | | | | |
| | | | | Kelvin R. Westbrook
| | T-Mobile 2019 Proxy Statement | | 19 |
PROPOSAL 1 - ELECTION OF DIRECTORS | | | | | 
| | Age: 60
Director since:Since: 2013 2013Age:
63 Other Public Company Boards: ∎ Archer Daniels Midland Company ∎ Camden Property Trust ∎ The Mosaic Company ∎ Stifel Financial Corp. (2007 to 2018) Board committees: Audit, Nominating and Corporate Governance (Chair)Committees: ∎ Compensation (Chair) Other public company directorships:
•∎ Archer-Daniels-Midland Company
• Stifel Financial Corp.
• Camden Property Trust
Audit | | Qualifications
Kelvin R. Westbrook President and skills to serve as a director:Chief Executive Officer of KRW Advisors, LLC • Expertise in the telecommunications industryBiography:
• Core legal, media, marketing and risk analysis skills
• Public company director and committee experience
| | 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 fifteen15 months after Mr. Westbrook resigned.Mr. Westbrook receivedholds 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 | | |
The Board of Directors recommends that you vote
“FOR”
the election of each of the above-named nominees.
| | | | | | 1820 | | T-Mobile 2019 Proxy Statement | | |
Executive Officers The following sets forth information regarding the executive officers of the Company. Biographical information pertaining to Mr.Messrs. Legere and Sievert, who isare both an executive officerofficers and a directordirectors of the Company, can be found in the Section entitled “Proposal 1—Election of Directors.” | | | | | | | | | Name | | Age | | AgePosition | John J. Legere | | | | 60 | | | PositionChief Executive Officer | G. Michael Sievert | | | | 49 | | | President and Chief Operating Officer | David R. Carey | | | | 65 | | | 62 | | | | Executive Vice President, Corporate Services | J. Braxton Carter | | | | 60 | | | 57 | | | | Executive Vice President and Chief Financial Officer | Peter A. Ewens | | | | 56 | | | 53 | | | | Executive Vice President, Corporate Strategy | Thomas C. Keys | | | | 60 | | | 57 | | | | President, T-Mobile Indirect ChannelsMetroPCS | David A. Miller | | | | 58 | | | 55 | | | | Executive Vice President, General Counsel and Secretary | Larry L. MyersNeville R. Ray
| | | | 56 | | | 61 | | | | Executive Vice President, Human Resources | Neville R. Ray | | | | 53 | | | | Executive Vice President and Chief Technology Officer | G. Michael (Mike) SievertElizabeth A. McAuliffe
| | | | 56 | | | 46 | | | | Chief Operating OfficerExecutive Vice President, Human Resources |
David R. Carey Mr. Carey serves as our Executive Vice President, Corporate Services and is responsible for leading the Enterprise Program Office, Corporate Communications, Corporate Real Estate, Corporate Responsibility, Corporate Security and a broad range of responsibilities in leading the Office of the Chief Executive Officer Staff.Officer. Mr. Carey has also served in the same role withT-Mobile USA, Inc., the wholly owned subsidiary of the Company(“T-Mobile USA”), since MarchFebruary 2013. Mr. Carey’s career spans 44 years in the telecom and energy services industry. Before joiningT-Mobile USA, from October 2011 to MarchFebruary 2013, Mr. Carey served as the Chief Executive Officer and Founder of TeleScopeTelescope Advisors, LLC, an advisory firm specializing in telecommunications. From September 1999 to October 2011, Mr. Carey served asin various executive positions, including Executive Vice President, Chief Marketing Officer, Head of Global Sales, Strategy and Corporate Development and Chief Ethics Officer at Global Crossing Limited, a telecommunications company, from September 1999company. In addition to October 2011. Mr. Carey’s career spans 35 years in the telecom and energy services industries. HisGlobal Crossing, his experience in telecom includes executive leadership positions at AT&T, LG&E Energy and Frontier Communications and Global Crossing. He currently serves on the Board of Directors of Wind Mobile, Canada and on the telecommunications and media advisory board of Hewlett-Packard Corporation.Communications. Mr. Carey holds a Master of Science in Management Science from the Massachusetts Institute of Technology, where he was appointed to a Sloan Fellowship, and received his Bachelor of Science degree at Clarkson University. He has also attended executive programs at the Harvard Business School and the Wharton School at the University of Pennsylvania. J. Braxton Carter Mr. Carter serves as our Executive Vice President and Chief Financial Officer, and is responsible for leading the financial functions of the Company. Mr. Carter served as MetroPCS’sMetroPCS Communications, Inc.’s Chief Financial Officer from March 2005 until the consummation of the BusinessMetro Combination. Mr. Carter also served as MetroPCS’sMetroPCS Communications Inc.’s Vice Chairman from May 2011 until the consummation of the BusinessMetro Combination. From February 2001 to March 2005 he was Vice President, Corporate Operations of MetroPCS.MetroPCS Communications, Inc. Mr. Carter also has extensive senior management experience in the wireless and retail industry and spent ten years in public accounting. Mr. CarterHe is a certified public accountant. Mr. Carter presently serves on the Board of Alumni for the Leeds School of Business of the University of Colorado. Mr. Carter receivedholds a Bachelor of Science degree from the University of Colorado with a major in accounting. Peter A. Ewens Mr. Ewens serves as our Executive Vice President, Corporate Strategy. He leads the Company’s corporate strategy, business development and M&A activities, which include spectrum strategy and acquisitions andco-brand partnerships. Mr. Ewens has also served as Executive Vice President and Chief Strategy Officer ofT-Mobile USA since July 2010. From April 2008 until July 2010, Mr. Ewens was Senior Vice President, Corporate Strategy atT-Mobile USA. Before joiningT-Mobile USA, Mr. Ewens was Vice President of OEM Business at Sun Microsystems, a computer software and information technology services company, from June 2006 through March 2008. Before that, Mr. Ewens was a partner at McKinsey & Company, a global management consulting firm. Mr. Ewens receivedholds a Master of Science in Management from the Sloan School at Massachusetts Institute of Technology, and Master’s and Bachelor’sbachelor’s degrees in Electrical Engineering from the University of Toronto. Thomas C. Keys Mr. Keys serves as our President, T-Mobile Indirect Channels,MetroPCS, and is responsible for leading our partner relationships, including dealers, for the Metro byT-Mobile and MetroPCS brands. business. Previously, Mr. Keys served as our Executive Vice President and Chief Operating Officer, MetroPCS Business, from April 2013 to February 2015. Mr. Keys served as MetroPCS’sMetroPCS Communications Inc.’s President from May 2011 until the consummation of the BusinessMetro Combination, and as Chief Operating Officer since June 2007. Mr. Keys also served as MetroPCS’sMetroPCS Communications Inc.’s President from June 2007 to December 2007, as Senior Vice President, Market Operations, West, from January 2007 until June 2007, and as Vice President and General Manager, Dallas, from April 2005 until January 2007. Mr. Keys receivedholds a Bachelor of Arts degree from the State University of New York at Oswego, and a Master of Arts from Syracuse University. David A. Miller Mr. Miller serves as our Executive Vice President, General Counsel and Secretary. Mr. Miller oversees all legal affairs and government affairs functions of the Company. Mr. Miller has also served asT-Mobile USA’s Chief Legal Officer, Executive Vice President, General Counsel and Secretary. Mr. Miller was appointed Senior Vice President and General Counsel ofT-Mobile USA in April 2002 and Executive Vice President in | | | | | | | T-Mobile 2019 Proxy Statement | | 21 |
EXECUTIVE OFFICERS January 2011. Previously, Mr. Miller served as Director of Legal Affairs for Western Wireless (a predecessor toT-Mobile USA) from March 1995 to May 1999, and he became Vice President of Legal Affairs of VoiceStream in May 1999 following itsspin-off from Western Wireless. VoiceStream was acquired by Deutsche Telekom in May 2001, when it becameT-Mobile USA. Prior to joining Western Wireless, Mr. Miller was an attorney with the law firm of Lane Powell and began his law career as an attorney with the firm McCutchen, Doyle, Brown and Enersen. Mr. Miller serves on the Board of Directors of the Competitive Carriers Association and is a member of its Executive Committee. Mr. Miller receivedholds a Bachelor’sbachelor’s degree in Economics from the University of Washington and a Juris Doctor from Harvard Law School. Larry L. Myers serves as our Executive Vice President, Human Resources. Mr. Myers is responsible for leading the human resources function that supports our employees across the country. Mr. Myers has also served as Executive Vice President of Human Resources and Chief People
| | | T-Mobile Notice of 2016 Annual Meeting and Proxy Statement | | 19 |
EXECUTIVE OFFICERS
Officer of T-Mobile USA since June 2008. From January 2001 to May 2008, Mr. Myers served as Senior Vice President of human resources for Washington Group International, a corporation that provided integrated engineering, construction, and management services to businesses and governments around the world. Mr. Myers has more than 36 years of experience in human resources management. Mr. Myers received Bachelor degrees in sociology and business administration from Idaho State University.
Neville R. Ray Mr. Ray serves as our Executive Vice President and Chief Technology Officer. Mr. Ray joinedT-Mobile USA then VoiceStream,(then VoiceStream) in April 2000 and since December 2010 has served as its Chief Technology Officer, responsible for the national management and development of theT-Mobile USA wireless network and the Company’s ITcompany’s information technology services and operations. Prior to joiningT-Mobile USA, from September 1996 to September 1999, Mr. Ray served as Network Vice President for Pacific Bell Mobile Services. He currently serves on the Board of Directors of Next Generation Mobile Networks Alliance, a mobile telecommunications association of mobile operators, vendors, manufacturers and research institutes, and as the Chairperson of 4Gthe Board of Governors of 5G Americas, which promotesa mobile telecommunications association of mobile operators, vendors, and facilitatesmanufacturers. Both associations have a focus on the seamless deployment throughout the Americasadvancement and development of the 3GPP family of5G technologies including HSPA, HSPA+, and LTE.services. He has alsopreviously 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 The City University of London and a member of the Institution of Electrical and Electronic Engineers and the Institution of Civil Engineers. Elizabeth A. McAuliffe G. Michael (Mike) SievertMs. McAuliffe serves as our Chief Operating Officer. Mr. Sievert is responsible for guiding all customer-facing operations across the business, including marketing, product development, retail management, sales and customer care for all of our direct and indirect channels and each of our brands. Mr. Sievert served as our Executive Vice President, and Chief Marketing Officer from April 2013 to February 2015 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.Human Resources. Ms. McAuliffe is responsible for leading the human resources function that supports our employees across the country. From April 2009January 2014 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 also2016 she served from January 2005 to February 2008 as CorporateSenior Vice President of the worldwide Windows groupTotal Rewards and Operations, encompassing leadership of all compensation, Rewards & Recognition, benefits, payroll, human resources systems and human resources operations. From June 2013 to January 2014, she served as Vice President, CHRO Regions, at Microsoft Corporation, responsible for global product management and P&L performance for that unit.Providence Health & Services, a nonprofit health system. From January 2011 to June 2013, she served as Senior Vice President, Human Resources atT-Mobile. 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 managementjoiningT-Mobile, Ms. McAuliffe held various positions at ProcterStarbucks Coffee Company, a coffee retailer, in both the Law & GambleCorporate Affairs department and IBM. He has served on the boards of Rogers Wireless in Canada, Switch & Data Corporation, andHuman Resources department. Ms. McAuliffe holds a number of technology start-ups. Mr. Sievert received a Bachelor’sbachelor’s degree in Economics from the Wharton School at the University of Pennsylvania.Massachusetts, Amherst and a Juris Doctor from Northeastern University School of Law.
| | | | | | 2022 | | T-Mobile 2019 Proxy Statement | | |
Proposal 2 - Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2019 The Audit Committee has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2016.2019. Although ratification of the appointment of PricewaterhouseCoopers LLP by our stockholders is not required, the Board of Directors is submitting the selection of PricewaterhouseCoopers LLP to our stockholders for ratification as a matter of good corporate governance. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. We expect representatives of PricewaterhouseCoopers LLP 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. | | | | | Our Board of Directors recommends a voteFOR the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019 |
Required Vote ApprovalThe affirmative vote of the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2016 requires that the number of votes cast “FOR” the proposal represents a majority of the total
votes cast on theis required to approve this proposal. If the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider the appointment but is under no obligation to appoint a different independent registered public accounting firm. Audit Committee Pre-Approval Policy Process
The Audit Committee is responsible for reviewing and, if appropriate,pre-approving all audit, audit-related andnon-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 thepre-approval of audit, audit-related andnon-audit services to be performed by our independent registered public accounting firm. The Audit Committee has delegated itspre-approval authority to the Chair of the Audit Committee, who is authorized topre-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. Audit and All Other Fees Paid to PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP was paid the following fees for services rendered during fiscal years 20152018 and 2014,2017, all of which were approved in conformity with the Audit Committee’spre-approval process, as described above under “Audit Committee “Pre-Approval Policy” Process”: | | | | 2015 ($) | | | 2014 ($) | | | 2018 ($) | | | 2017 ($) | | | Audit Fees(1) | | | 7,822,000 | | | | 6,993,000 | | | | 9,526,000 | | | | 9,330,000 | | | Audit-Related Fees(2) | | | 562,000 | | | | 47,000 | | | | 900,000 | | | | 748,000 | | | Tax Fees(3) | | | 568,000 | | | | 361,000 | | | | 300,000 | | | | 163,000 | | | All Other Fees(4) | | | 58,000 | | | | 355,000 | | | | 1,701,000 | | | | 79,000 | | | Total Fees | | | 9,010,000 | | | | 7,756,000 | | | | 12,427,000 | | | | 10,320,000 | |
| (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 Form10-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 proposed Sprint Combination, fees to assess mobile advertising for a joint venture and research subscriptions. |
| | | T-Mobile Notice of 2016 Annual Meeting and Proxy Statement | | 21 |
PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016
Audit Committee Report In the performance of its oversight responsibilities, the Audit Committee (1)(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, 2015; (2)2018; (ii) discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board (“PCAOB”(the “PCAOB”) Auditing Standard No. 16,1301,Communications with Audit Committees;Committees(3); (iii) received the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee regarding independence; and (4)(iv) discussed with the Company’s independent registered public accounting firm any relationships that may impact theirits objectivity and independence and satisfied itself as to the firm’s independence. | | | | | | | T-Mobile 2019 Proxy Statement | | 23 |
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019 Company management is responsible for the assessment and determination of risks associated with the Company’s business, financials,financial reporting, operations and contractual obligations. The Audit Committee, together with the Board of Directors, is responsible for oversight of the Company’s management of risks. As part of its responsibilities for oversight of the Company’s management of risk,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, thetheir evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting and compliance programs. Management is responsible for the Company’s financial reporting process, including establishing and maintaining adequate internal control over financial controlsreporting 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 controlscontrol over financial reporting and issuing a report thereon. We rely, without independent verification, on the information provided to us 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, 20152018 be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, 2015.2018. The Audit Committee: Srikant M. Datar, Ph.D,Ph.D., Chairman W. Michael Barnes, Ph.D.Teresa A. Taylor
Kelvin R. Westbrook 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. | | | | | | 24 | | T-Mobile 2019 Proxy Statement | | |
The Board of Directors recommends that you vote
Executive Compensation “FOR”
the ratification of the appointment of PricewaterhouseCoopers LLP
as the Company’s independent registered public accounting firm for fiscal year 2016.COMPENSATION DISCUSSION AND ANALYSIS
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program for the following executive officers (collectively, the “Named Executive Officers”):
| | | | | This Compensation Discussion and Analysis (“CD&A”) describes our 2018 executive compensation program for the following executive officers (collectively, the “Named Executive Officers”): | | | | | | ∎JohnJ.Legere | | President and Chief Executive Officer | ∎J.BraxtonCarter | | ∎G.MichaelSievert | | ∎NevilleR.Ray | | ∎David R. Carey | Chief Executive Officer | | Executive Vice
President and Chief Financial Officer | G. Michael Sievert
| | President and Chief Operating Officer | Neville R. Ray
| | Executive Vice
President and Chief Technology Officer | Thomas C. Keys
| | Executive Vice President, T-Mobile Indirect Channels
Corporate Services |
During 2018, Mr. Legere served as our President and Chief Executive Officer, and Mr. Sievert served as our Chief Operating Officer, through April 29, 2018 (as ratified by the Board on June 13, 2018). Thereafter, Mr. Legere served as our Chief Executive Officer and Mr. Sievert served as our President and Chief Operating Officer. T-Mobile Had Record Financial Results and Strong Customer Momentum Continued at T-Mobile for the Second Straight Year, ResultingGrowth in Strong Financial Performance2018 and Proved, Once Again, That Balanced Growth With ProfitabilityTaking Care of Customers Is Also Good For Stockholders T-Mobile had another record financial results in 2018, including record service revenues, record total revenues, strong net income, record fourth quarter Adjusted EBITDA, strong net cash from operating activities and record free cash flow. We added 7.0 million total net customers in 2018, marking the fifth year in 2015, delivering industry leadinga row of more than 5 million total net customer service revenue and Adjusted EBITDA growth.additions. We ended the year with more than 6379.7 million total customers and became the third largest wireless carrier in the United States. T-Mobile added 8.3 million total net customers in 2015 and captured all of the industry’s postpaid phone growth, which made T-Mobile America’s fastest growing wireless company once again. In addition to strong net customer additions, we kept customers longer with branded postpaid phone churn of 1.39% for the full year 2015.customers. Our customer growth translated into strong financial results.industry-leading revenue growth. Service revenue of $24.8$32.0 billion for 20152018 grew at an industry-leading 10.9%6.1% year over year. Similarly,Net income of $2.9 billion for 2018 was down 36.3% year over year, due to the impact from the Tax Act, which resulted in an income tax benefit of $2.2 billion in 2017, and grew 22.6% year over year excluding the impact from the Tax Act. Adjusted EBITDA of $7.4$12.4 billion for 2015 grew 31.2%10.6% year over year, significantly outpacing the industry.year. As of December 31, 2018,T-Mobile also delivered on several major network milestones in 2015. The Companycovered more than doubled its geographic325 million people with 4G LTE footprint duringLTE. Our stock price increased by 285.0% from May 1, 2013 (the first day of trading after the year, expanding its reach to 305 million Americans, and exceeding its stated year-end 2015 goal of 300 million. Since the Business Combination,Metro Combination) through December 31, 2018. Looking back three years, our stock price has increased by 137% from May 1, 2013163.3% (January 4, 2016 through December 31, 2015.2018). Adjusted EBITDA is anon-GAAP financial measure. Thisnon-GAAP financial measure should be considered in addition to, but not as a substitute for, the information provided in accordance with GAAP. A reconciliation to the most directly comparable GAAP financial measure is provided in Appendix A to this proxy statement.  
1 | The first day of trading after consummation of the Business Combination.
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Our executive compensation program emphasizes pay for performance. As a result, our 20152018 Named Executive Officer compensation reflectsT-Mobile’s strong 20152018 operational and financial performance. | | | | | | | T-Mobile Notice of 2016 Annual Meeting and2019 Proxy Statement | | 2325 |
EXECUTIVE COMPENSATION Executive Compensation Program 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 performance, and most importantly, maximize stockholder value. Our executive compensation program is competitive in the marketplace and highly incentive-based, with Company performance determining a significant portion of total compensation. | | Key Features of Our Executive Compensation Program |
| | Use of executive compensation statements (“tally sheets”) | | | | |
