DEF 14A of T-Mobile US, Inc., Apr 26, 2024

DEF 14A of T-Mobile US, Inc.

Filed Apr 26, 2024 · FY20230001193125-24-117940

Open on EDGAR

  1. About the Board of Directors

    About the Board of Directors

  2. OUR BOARD

    OUR BOARD Our Board currently consists of 14 directors. One of the directors is currently employed by the Company. We are required to have a “National Security Director” pursuant to our national security commitments entered into in connection with the Sprint Combination. Letitia A. Long currently serves in such capacity. Pursuant to our certificate of incorporation and the Stockholders’ Agreement, Deutsche Telekom has certain rights to designate director nominees and to have such designees serve on the committees of the Board. See “Transactions with Related Persons and Approval—Transactions with Deutsche Telekom and SoftBank—Stockholders’ Agreement” for more information.

  3. Director Compensation

    Director Compensation

  4. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Our “non-employee directors”—directors who are not employees of the Company or officers or employees of Deutsche Telekom—are eligible to participate in the Company’s non-employee director compensation program, described below. The Compensation Committee periodically reviews the compensation of our non-employee directors. As part of the review, the Compensation Committee engages Mercer to assess our non-employee director compensation program in comparison to our peer group (see “Executive Compensation—Factors Considered in Determining Executive Compensation—Executive Compensation Peer Group” for more information on our peer group). Based on such assessment, the non-employee director compensation program is adjusted as appropriate to ensure alignment with market practices. There were no changes to the Company’s non-employee director compensation program in 2023.

  5. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ■ PROXY STATEMENT 2024 | 15 |

  6. KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

  7. KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  8. KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ▪ | All equity-based compensation is subject to a vesting period |

  9. KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  10. KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  11. KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  12. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE During fiscal year 2023, the Company’s non-employee directors received the following compensation for their services:

  13. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(3) ($) | Stock Awards(4) ($) | All Other Compensation(5) ($) | Total ($) | | Marcelo Claure | 162,000 | 251,846 | 11,733 | 425,579 | | Srikant M. Datar | 317,000 | 251,846 | 15,928 | 584,774 | | Bavan Holloway(1) | 89,000 | 251,846 | 5,720 | 346,566 | | James K. Kavanaugh(2) | 138,500 | — | 13,810 | 152,310 | | Letitia A. Long | 299,000 | 251,846 | 81,004 | 631,850 | | Teresa A. Taylor | 352,000 | 251,846 | 9,310 | 613,156 | | Kelvin R. Westbrook | 246,916 | 251,846 | 3,628 | 502,390 |

  14. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 1 | Ms. Holloway’s service on the Board terminated on June 16, 2023, the date of the 2023 annual meeting of stockholders. The amounts in this table reflect her partial year of service in 2023. |

  15. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 2 | Mr. Kavanaugh was elected to the Board effective on July 18, 2023 and was appointed to the Audit Committee of the Board effective on August 1, 2023. The amounts in this table reflect his partial year of service in 2023. |

  16. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 3 | Includes annual cash retainers and cash meeting fees earned in accordance with the non-employee director compensation program. |

  17. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 4 | The value of stock awards is determined using the aggregate grant-date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation–Stock Compensation,” or ASC 718, excluding the effect of any estimated forfeitures. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that will be realized by the directors. See Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a summary of the assumptions we apply in calculating these amounts. As of December 31, 2023, each of Mses. Long and Taylor and Messrs. Claure, Datar and Westbrook held 1,834 unvested time-based RSUs. Mr. Kavanaugh held 1,582 unvested time-based RSUs as of December 31, 2023. |

  18. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 5 | Includes (i) phone perquisites under the Board of Directors Phone Perquisite program, (ii) personal travel expenses in connection with Board and committee meetings, and (iii) for Ms. Long, $66,000 in fees for her services in overseeing compliance with certain national security commitments. |

  19. Director Nominee Qualifications, Skills and Attributes

    Director Nominee Qualifications, Skills and Attributes

  20. Director Nominee Qualifications, Skills and Attributes

    | Qualifications and Expertise | | | | | | | | | | | | | | | | Cybersecurity Expertise | | | | | | ✓ | ✓ | | | | ✓ | | | | | Executive Management Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Marketing & Sales | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | ✓ | | ✓ | ✓ | ✓ | | Mergers & Acquisitions | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology & Innovation | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Industry & Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ESG Strategy and Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Government Affairs, Regulatory & Legal | ✓ | ✓ | | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Global and International Operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Designation | | | | | | | | | | | | | | | | Deutsche Telekom | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | Nom & Gov | | | ✓ | | | | | | | | ✓ | | ✓ | | | T-Mobile CEO | | | | | | | | | | | | ✓ | | | | Tenure and Independence | | | | | | | | | | | | | | | | Tenure | 2023 | 2020 | 2013 | 2022 | 2013 | 2018 | 2023 | 2013 | 2013 | 2020 | 2021 | 2018 | 2013 | 2013 | | Independence | No | Yes | Yes | No | No | No | Yes | No | No | No | Yes | No | Yes | Yes | | Demographics | | | | | | | | | | | | | | | | Age | 47 | 53 | 70 | 53 | 61 | 59 | 57 | 61 | 58 | 59 | 65 | 54 | 60 | 68 | | Gender | M | M | M | M | M | M | M | M | M | F | F | M | F | M | | Asian | | | ✓ | ✓ | | | | | | | | | | | | African American | | | | | | | | | | | | | | ✓ | | Hispanic | | ✓ | | | | | | | | | | | | | | Asian and White | | | | | | | | ✓ | | | | | | | | White | ✓ | | | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | |

  21. Director Nominee Qualifications, Skills and Attributes

    | * Financial expert as defined by Item 407(d)(5) of Regulation S-K. |

  22. Director Nominee Qualifications, Skills and Attributes

    | 18 | PROXY STATEMENT 2024 ■ |

  23. Cybersecurity

    Cybersecurity T-Mobile, like any other company, is not immune to criminal cyberattacks and is continuing to make substantial, multi-year investments in strengthening its cybersecurity program. As the cybersecurity landscape evolves, we continue to make significant investments and upgrades to infrastructure in order to keep our network and digital systems safe. To further build on our cybersecurity oversight framework, the Company has made a concerted effort to continue to improve its cybersecurity risk management, including cybersecurity technology, security protocols, monitoring and response operations, and compliance. Cybersecurity risk management is a core component of the Company’s governance structure. We utilize the National Institute of Standards and Technology’s Cybersecurity Framework (NIST CSF) as a guide in cyber risk management to identify, assess, and assist the Chief Security Officer in managing cybersecurity risks. Cyber risk management encompasses partnerships among teams that are responsible for cyber governance, prevention, detection, and remediation activities within the Company’s cybersecurity environment. As part of our cybersecurity risk management efforts, we conduct periodic reviews and collaborate with enterprise-wide risk assessments to assess and manage cybersecurity risks. Our cybersecurity team also provides enterprise-wide cybersecurity training for employees to continuously improve our mitigation against human-driven vulnerabilities.

  24. Cybersecurity

    | 26 | PROXY STATEMENT 2024 ■ |

  25. Cybersecurity

    The Transformation and Chief Information & Digital Officer under the direction of the Company’s Chief Executive Officer, is responsible for overseeing the Company’s information technology systems, digital capabilities, and cybersecurity practices. The Chief Security Officer, under the direction of the Transformation and Chief Information & Digital Officer, is responsible for overseeing the cybersecurity organization and promoting a security-centric culture throughout our business and operational functions. The Chief Security Officer is at the forefront of enhancing our cybersecurity framework and strengthening the overall cybersecurity program. This involves upgrading tools and capabilities, which are part of a broader, multi-year strategy to continue to enhance security measures. The Chief Security Officer oversees the cyber risk management function, which identifies cybersecurity threats, assesses cybersecurity risks and supports the Transformation and Chief Information & Digital Officer and the Company in managing such risks. We also engage top-tier external cybersecurity firms, as needed, leveraging their expertise as part of our ongoing effort to evaluate and enhance our cybersecurity program. They help with cyber defense capabilities (including staff enhancement of certain functions) and transformation to mitigate associated threats, reduce risk, enhance our cybersecurity posture, and meet our evolving needs.

  26. Cybersecurity

    | STOCKHOLDER ENGAGEMENT |

  27. Cybersecurity

    T-Mobile is committed to fostering robust, frequent, consistent, and transparent communication with stockholders as part of our commitment to strong corporate governance. Our senior leadership team engages extensively and regularly with stockholders through various avenues, including through one-on-one meetings, group meetings, and prominent industry conferences. Our investor relations team actively facilitates ongoing year-round robust dialogue in multiple ways with stockholders, including proactive post-earnings communications, ensuring a comprehensive exchange of insights and perspectives on a variety of topics, such as corporate strategy, business performance, financial results, and ESG matters. This approach allows us to maintain meaningful two-way dialogue that cater to the diverse interests and concerns of our broad investor base. In 2023, we met with nearly all our top 50 active institutional stockholders and continue to engage on a regular basis with stockholders of all sizes. To ensure alignment between stockholder feedback and corporate decision-making, our investor relations team provides feedback to senior management and collaborates closely with our Corporate Secretary to relay pertinent investor insights to our Board. We recognize the importance of disseminating pertinent ESG information widely and have integrated such disclosures throughout our Corporate Responsibility Report, Investor Relations website, Annual Report, Proxy Statement, and on the T-Mobile Newsroom.

  28. Cybersecurity

    | ■ PROXY STATEMENT 2024 | 27 |

  29. Cybersecurity

    | 2024 Director Nominees The Board has nominated 14 nominees for election at the Annual Meeting to serve as directors for terms that would end at the 2025 annual meeting of stockholders. Other than Mr. Kavanaugh, all nominees were elected at the 2023 annual meeting of stockholders. Committee memberships will be determined following the conclusion of the Annual Meeting. Each nominee was nominated by the Board on the recommendation of the Nominating and Corporate Governance Committee. The Board has found each nominee to be qualified based on his or her qualifications, experience, attributes, skills and whether he or she meets the applicable independence standards. Each of the nominees has consented to stand for election and we do not anticipate any candidate will be unavailable to serve. In the event that any of the nominees should be unavailable for election as a result of an unexpected occurrence, shares may be voted for the election of such substitute nominee as the Board may nominate. In the alternative, if a vacancy remains, the Board may fill such vacancy at a later date or reduce the size of the Board, subject to certain requirements in our certificate of incorporation. The Board knows of no reason why any of the nominees would be unavailable or unable to serve. Messrs. Höttges, Almeida, Claure, Gopalan, Illek, Kavanaugh, Kübler, Langheim, Westbrook and Ms. Leroy were designated for nomination by Deutsche Telekom pursuant to its rights under our certificate of incorporation and the Stockholders’ Agreement. Mr. Datar and Mses. Taylor and Long were designated for nomination by the Nominating and Corporate Governance Committee. REQUIRED VOTE Under our bylaws, directors are elected by a plurality of the votes cast by stockholders entitled to vote on the election of directors at the Annual Meeting. Shares represented by executed proxies received by the Company will be voted, unless otherwise marked withheld, “FOR” the election of each of the nominees. |

  30. Cybersecurity

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

  31. Cybersecurity

    | 28 | PROXY STATEMENT 2024 ■ |

  32. Cybersecurity

    | André Almeida HEAD OF INVESTMENT AND PORTFOLIO MANAGEMENT OF DEUTSCHE TELEKOM Biography: Mr. Almeida serves as Deutsche Telekom’s head of Investment and Portfolio Management. Prior to that, he served as the European Head of Consumer and B2B Telco of Deutsche Telekom from September 2017 to May 2021, responsible for residential and B2B telco for 10 countries. From May 2020 to November 2020, he served as the Interim CEO of the European segment of Deutsche Telekom. Prior to that, from September 2013 to September 2017, he served as a Board Member for Residential Customers Portugal and International Operations at NOS SGPS, where he led the teams responsible for the residential customer segment (fixed network and mobile communications), product management, marketing and sales. From 2010 to 2013, he served as a Board member of International Operations, Strategy, Group Controlling and Corporate Finance at ZON Multimédia, one of Portugal’s largest companies. Prior to that, he served as a Board member in the residential segment of ZON Multimédia for three years. Prior to that, he also served in several leadership positions at Portugal Telecom where he became Vice President of Business Development and Pricing. Mr. Almeida holds a Bachelor’s degree in Industrial Management Engineering from the Instituto Superior Técnico in Lisbon and a Master of Business Administration degree from Institut Européen d’Administration des Affaires. Qualifications and Skills Supporting Election to the Board: ▪ Expertise in global telecommunications industry ▪ Core business, management and leadership skills ▪ Financial and consumer management experience | Director Since: 2023 Age: 47 | | Marcelo Claure ENTREPRENEUR & INVESTOR FORMER CHIEF EXECUTIVE OFFICER OF SOFTBANK INTERNATIONAL Biography: Mr. Claure is a global entrepreneur and investor, and Founder & CEO of Claure Group, a multi-billion-dollar global investment firm spanning multiple high growth sectors including AI & technology, energy transition, fashion and entertainment, and sports. Through his investment firm, Claure Group, Mr. Claure provides strategic capital and expertise to many of his portfolio companies’ and funds’ management teams, including SHEIN, the fastest growing on-demand fashion company globally, where he is Group Vice Chairman; Bicycle Capital, Latin America’s leading growth equity fund; Open Opportunity Fund, a fund supporting Black and Hispanic tech founders in the US; and eB Capital, a Brazil-focused investment platform. Additionally, Mr. Claure is the Co-Chair of Digital Data Design (D^3) Institute at Harvard Business School, an organization which focuses on shaping the future of business and society through digital and AI-driven business initiatives. Mr. Claure served as the Chief Executive Officer of SoftBank International and the Chief Operating Officer of SoftBank from May 2018 until January 2022. In addition, Mr. Claure served as a director of SoftBank from 2017 to 2020. He was also Executive Chairman of WeWork from October 2019 until January 2022. Previously, Mr. Claure served as Sprint’s President and Chief Executive Officer, serving as President from August 2014 until January 2018 and as Chief Executive Officer from August 2014 until May 2018. Mr. Claure was Executive Chairman of Sprint prior to the Sprint Combination and served on the Sprint board of directors. Prior to joining Sprint, Mr. Claure was Chief Executive Officer of Brightstar Corp., a company he founded in 1997 and grew from a small Miami-based distributor of mobile device accessories into a global business with more than $10 billion in gross revenue for the year ended 2013. Mr. Claure received a B.S. in Economics and Finance and an honorary Doctorate of Commercial Science from Bentley University. He also received an honorary Doctorate of Laws from Babson College. He is also an Executive Fellow at Harvard Business School. Qualifications and Skills Supporting Election to the Board: ▪ Former CEO and Executive Chairman of Sprint ▪ Expertise in telecommunications and technology industries ▪ Global communications and investment experience | Director Since: 2020 Age: 53 Other Public Company Boards: ▪ SoftBank (2017 to November 2020) ▪ Sprint (2014 to April 2020) ▪ WeWork (2021 to February 2022) Board Committees: ▪ CEO Selection ▪ Compensation ▪ Executive ▪ Transaction |

  33. Cybersecurity

    | ■ PROXY STATEMENT 2024 | 29 |

  34. Cybersecurity

    | Director Since: 2013 Age: 70 Other Public Company Boards: ▪ Novartis AG (2003 to 2021) ▪ ICF International Inc. ▪ Stryker Corporation Board Committees: ▪ Audit (Chair) | Srikant M. Datar GEORGE F. BAKER PROFESSOR OF ADMINISTRATION; DEAN OF THE FACULTY OF THE GRADUATE SCHOOL OF BUSINESS ADMINISTRATION AT HARVARD UNIVERSITY Biography: Mr. Datar is the George F. Baker Professor of Administration and Dean of the Faculty of the Graduate School of Business Administration at Harvard University since January 2021. Mr. Datar is a Chartered Accountant and planner in industry, and has been a professor of accounting and business administration at Harvard since July 1996. He previously served as a professor at Stanford University and Carnegie Mellon University. Mr. Datar received gold medals upon his graduation from the Indian Institute of Management, Ahmedabad, and the Institute of Cost and Works Accountants of India. Mr. Datar holds a Master’s degree in Statistics and Economics and a Ph.D. in Business from Stanford University. Qualifications and Skills Supporting Election to the Board: ▪ Expertise in finance, accounting, governance and risk management ▪ Public company director and committee experience ▪ Academic and commercial perspective on complex issues | | Director Since: 2022 Age: 53 Other Public Company Boards: ▪ Hellenic Telecommunications Organization (OTE) (2017 to November 2021) Board Committees: ▪ Compensation ▪ Transaction | Srinivasan Gopalan MANAGING DIRECTOR, TELEKOM DEUTSCHLAND GMBH Biography: Srinivasan Gopalan currently serves as the Managing Director of Telekom Deutschland GmbH. From January 1, 2017 to October 31, 2020, he was responsible for the Europe segment as a member of the Board of Management of Deutsche Telekom. During this time, he drove the convergence of fixed and mobile communications in the European national companies and initiated the 5G roll out. Mr. Gopalan was previously responsible for consumer business at Bharti Airtel in India, which covered broadband connections and satellite TV, in addition to mobile communications. His main focus was to position Airtel in what is an otherwise very price-sensitive market through innovative offerings. Before joining Bharti Airtel, Mr. Gopalan worked in the UK for over 10 years – at first in a number of functions for Capital One, which he left as Managing Director UK in 2009. He then worked as 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, everything-everywhere. He then transferred to Vodafone UK, where he was Director of the Consumer Business Unit for three years. 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: ▪ Expertise in global telecommunications ▪ Core business, management and leadership skills |

  35. Cybersecurity

    | 30 | PROXY STATEMENT 2024 ■ |

  36. Cybersecurity

    | Timotheus Höttges CHIEF EXECUTIVE OFFICER OF DEUTSCHE TELEKOM Biography: Since January 2014, Mr. Höttges has served as Chief Executive Officer of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company. From March 2009 to December 2013, he served as Deutsche Telekom’s Chief Financial Officer and a member of the Board of Management. From December 2006 to March 2009, he was a member of the Board of Management responsible for the T-Home Unit (fixed network and broadband business, as well as integrated sales and service in Germany). From January 2003 to December 2006, Mr. Höttges headed European operations as a member of the Board of Management of T-Mobile International. Mr. Höttges studied Business Administration at the University of Cologne. Qualifications and Skills Supporting Election to the Board: ▪ Chief executive officer of major global communications company ▪ Core finance, business and leadership skills | Director Since: 2013 Age: 61 Other Public Company Boards: ▪ Henkel AG & Co. KGaA (2018 to March 2022) ▪ BT Group plc (2016 to May 2020) ▪ Mercedes-Benz Group AG Board Committees: ▪ CEO Selection (Chair) ▪ Executive (Chair) | | Christian P. Illek CHIEF FINANCIAL OFFICER OF DEUTSCHE TELEKOM Biography: Since January 2019, Dr. Illek serves as the Chief Financial Officer of Deutsche Telekom, our significant stockholder and a leading European telecommunications company. Since April 2015, he is Member of the Management Board of Deutsche Telekom: First as Chief Human Resources Officer (April 2015 to December 2018), then as Chief Financial Officer (January 2019 onwards). Dr. Illek currently serves as Chairman of the Supervisory Board of Telekom Deutschland. From January 2019 to February 2024, he served as Chairman of the Supervisory Board of Deutsche Telekom Services Europe. Furthermore, he served as Chairman of the Supervisory Board of T-Systems International from November 2016 to June 2021. Dr. Illek was Chairman of the Management Board of Microsoft Germany from September 2012 to March 2015. From April 2010 to September 2012, he was Director of Marketing at Telekom Deutschland. In this position, he was responsible for all marketing activities for both consumers & business customers in Germany. He also was in charge of the Wholesale Center, the Value Added Services Center, and international product development for Deutsche Telekom’s fixed network, IP TV, and business customer portfolio. Before joining Deutsche Telekom, Dr. Illek held various managerial positions at Bain and at Dell, both in Germany and Switzerland. Dr. Illek studied Chemistry and Business Administration in Düsseldorf and Munich. Qualifications & Skills Supporting Election to the Board: ▪ Expertise in global telecommunications industry ▪ Expertise in Business, Cybersecurity, Human Resources, and Finance | Director Since: 2018 Age: 59 Board Committees: ▪ CEO Selection ▪ Compensation ▪ Executive ▪ Transaction |

  37. Cybersecurity

    | ■ PROXY STATEMENT 2024 | 31 |

  38. Cybersecurity

    | Director Since: 2023 Age: 57 Board Committees: ▪ Audit | James Kavanaugh CHIEF FINANCIAL OFFICER, INTERNATIONAL BUSINESS MACHINES CORPORATION Biography: Mr. Kavanaugh has been the chief financial officer of International Business Machines Corporation (“IBM”) since January 2018, overseeing accounting and controllership, financial planning and analysis, tax, internal audit, investor relations, corporate strategy, corporate development and treasury of the company’s worldwide financial operations. Prior to that, he was senior vice president, Transformation & Operations, where he was responsible for redesigning IBM’s operating model to align with fundamental market shifts and driving new ways of working while incorporating speed and agility throughout the enterprise. In his current role as the CFO at IBM, Mr. Kavanaugh continues to oversee Transformation & Operations, including the Chief Information Office, as well as the company’s Global Chief Data Office, Enterprise Operations & Services and Real Estate Operations. Mr. Kavanaugh first joined IBM in 1996 from AT&T Corporation, where he was the chief financial officer, Americas Global Services. He earned his Master of Business Administration degree from The Ohio State University. Qualifications and Skills Supporting Election to the Board: ▪ Complex financial management experience | | Director Since: 2013 Age: 61 Other Public Company Boards: ▪ BT Group ▪ Ströer Management SE (2018-2022) Board Committees: ▪ Compensation ▪ Executive | Raphael Kübler SENIOR VICE PRESIDENT OF THE CORPORATE OPERATING OFFICE OF DEUTSCHE TELEKOM Biography: In January 2014, Mr. Kübler assumed the position of Senior Vice President of the Corporate Operating Office of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, and he reports directly to the Chief Executive Officer of Deutsche Telekom. From July 2009 to December 2013, Mr. Kübler served as Senior Vice President Group Controlling at Deutsche Telekom. In this position, he was responsible for the financial planning, analysis and steering of the overall Deutsche Telekom Group as well as the financial management of central headquarters and shared services. From November 2003 to June 2009, Mr. Kübler served as Chief Financial Officer of T-Mobile Deutschland GmbH, the mobile operations of Deutsche Telekom in Germany, now known as Telekom Deutschland GmbH (a wholly owned subsidiary of Deutsche Telekom). Mr. Kübler studied Business Administration at H.E.C. in Paris and the Universities of Bonn and Cologne. He holds a doctoral degree from the University of Cologne. Qualifications and Skills Supporting Election to the Board: ▪ Expertise in global telecommunications industry ▪ Core business, management and leadership skills ▪ Complex financial management experience |

  39. Cybersecurity

    | 32 | PROXY STATEMENT 2024 ■ |

  40. Cybersecurity

    | Thorsten Langheim MEMBER OF THE DEUTSCHE TELEKOM AG BOARD OF MANAGEMENT, USA AND GROUP DEVELOPMENT Biography: Mr. Langheim joined the Board of Management of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, on January 1, 2019, where he is responsible for the “USA and Group Development” Board department, overseeing Deutsche Telekom’s U.S. business as well as corporate development, portfolio strategy and group M&A activities. This includes overseeing Deutsche Telekom’s 12% stake in BT Group as well as the management of Deutsche Telekom’s subsidiary Deutsche Funkturm. In addition, Mr. Langheim also serves as the Chairman and Co-founder of Deutsche Telekom Capital Partners, where he is responsible for the venture capital and private equity activities of Deutsche Telekom. Prior to that, from 2009 to December 2018, he first served as Senior Vice President of Corporate Development and then as Executive Vice President Group Development at Deutsche Telekom. Prior to his roles at Deutsche Telekom, Mr. Langheim was Managing Director at the Private Equity Group of The Blackstone Group, an asset management and financial services company, from May 2004 to June 2009, primarily focusing on private equity investments in Germany. Before that, Mr. Langheim was Investment Banker and Vice President European M&A at J.P. Morgan in London and Assistant Director at WestLB in Düsseldorf between 1995 and 2004. Mr. Langheim is a member of the Supervisory Board of Deutsche Sporthilfe and FC Bayern München AG as well as Chairman of Deutsche Funkturm. Mr. Langheim holds a Master of Science degree in International Securities, Investment and Banking from the ISMA Centre for Education and Research at the University of Reading (United Kingdom) and a Bachelor’s degree (Hons) in European Finance and Accounting from the University of Bremen (Germany) and Leeds Business School (United Kingdom). Qualifications and Skills Supporting Election to the Board: ▪ Expertise in global telecommunications industry ▪ Experience overseeing telecommunications and technology investments ▪ Corporate strategy and M&A experience | Director Since: 2013 Age: 58 Board Committees: ▪ CEO Selection ▪ Executive ▪ Transaction (Chair) | | Dominique Leroy MEMBER OF THE DEUTSCHE TELEKOM AG BOARD OF MANAGEMENT, EUROPE Biography: Ms. Leroy has served as a member of the Board of Management of Deutsche Telekom since November 2020. Prior to that, from November 2019 to November 2020, she served as an independent advisor at Bain & Company. In 2011, she joined Proximus (formerly Belgacom) where she quickly became Head of the Consumer Market and held the position of CEO from January 2014 to September 2019. As the CEO of Proximus, she managed to turn around the company with a continuous growth phase and a strong customer experience focus. Ms. Leroy started her career at Unilever where her last position was Managing Director for Belgium and Luxembourg. Ms. Leroy currently serves as a director at Compagnie de Saint Gobain and Hellenic Telecommunications Organization (“OTE”). She has also been a Board Member at Royal Ahold Delhaize, Lotus Bakeries, Proximus, and BICS. Ms. Leroy holds a Master’s degree in Commercial Engineering and Management from the Solvay Business School in Brussels. Qualifications and Skills Supporting Election to the Board: ▪ Over 30 years of experience in consumer goods and telecommunication sector ▪ More than 10 years of board experience | Director Since: 2020 Age: 59 Other Public Company Boards: ▪ Hellenic Telecommunications Organization (OTE) ▪ Compagnie de Saint-Gobain S.A. ▪ Koninklijke Ahold Delhaize N.V., commonly known as Royal Ahold Delhaize (2016 to 2021) ▪ Proximus (2014 to 2019) Board Committees: ▪ Nominating and Corporate Governance |

  41. Cybersecurity

    | ■ PROXY STATEMENT 2024 | 33 |

  42. Cybersecurity

    | Director Since: 2021 Age: 65 Other Public Company Boards: ▪ Parsons Corporation ▪ COPT Defense Properties ▪ Chain Bridge I Board Committees: ▪ Nominating and Corporate Governance Committee | Letitia A. Long MEMBER, VIRGINIA TECH BOARD OF VISITORS; CHAIR, BOARD OF THE INTELLIGENCE & NATIONAL SECURITY ALLIANCE Biography: Ms. Long currently serves on the Virginia Tech Board of Visitors and is the Chair of the Board of the Intelligence & National Security Alliance. Ms. Long previously served on the board of directors of Urthecast Corporation from 2015 to 2018, the board of directors of Raytheon Company from 2015 to 2020, and the board of directors of Sonatype from 2017 to 2019. Additionally, she was the Deputy Director of Naval Intelligence for the Department of Defense from 2000 to 2003, the Deputy Undersecretary of Defense Intelligence (Planning, Policy & Resources) from 2003 to 2006, the Deputy Director of the Defense Intelligence Agency from 2006 to 2010, and the Director of the National Geospatial-Intelligence Agency from 2010 to 2014. Ms. Long received her Bachelor of Science in Electrical Engineering from Virginia Polytechnic Institute and State University and her Master of Science in Engineering from The Catholic University of America. Qualifications and Skills Supporting Election to the Board: ▪ Leadership in the intelligence community ▪ Expertise on national security issues impacting the telecommunications industry ▪ Expertise on cybersecurity | | Director Since: 2018 Age: 54 Other Public Company Boards: ▪ Shaw Communications (2018 to April 2023) ▪ Starbucks Corporation Board Committees: ▪ Executive ▪ Transaction | G. Michael (Mike) Sievert PRESIDENT AND CHIEF EXECUTIVE OFFICER OF T-MOBILE US, INC. Biography: Mr. Sievert serves as our President and Chief Executive Officer. Mr. Sievert served as our Chief Operating Officer from February 2015 to June 2018 and our President and Chief Operating Officer from June 2018 to April 2020. From April 2013 to February 2015, he served as our Executive Vice President and Chief Marketing Officer, and from November 2012 to April 2013, Mr. Sievert was Executive Vice President and Chief Marketing Officer of T-Mobile USA. Prior to joining T-Mobile USA, Mr. Sievert was an entrepreneur and investor involved with several Seattle-area start-up companies. From April 2009 to June 2011, he was Chief Commercial Officer at Clearwire Corporation, a broadband communications provider, responsible for all customer-facing operations. From February 2008 to January 2009, Mr. Sievert was co-founder and Chief Executive Officer of Switchbox Labs, Inc., a consumer technologies developer, leading up to its sale to Lenovo. He also served from January 2005 to February 2008 as Corporate Vice President of the worldwide Windows group at Microsoft Corporation, responsible for global product management and P&L performance for that unit. Prior to Microsoft, he served as Executive Vice President and Chief Marketing Officer at AT&T Wireless for three years. He also served as Chief Sales and Marketing Officer at E*TRADE Financial and began his career with management positions at Procter & Gamble and IBM. He has served on the boards of Rogers Wireless Communications in Canada, Switch & Data Corporation, and a number of technology start-ups. Mr. Sievert holds a Bachelor’s degree in Economics from the Wharton School at the University of Pennsylvania. Qualifications and Skills Supporting Election to the Board: ▪ President and Chief Executive Officer of T-Mobile ▪ Expertise in telecommunications and technology industries |

  43. Cybersecurity

    | 34 | PROXY STATEMENT 2024 ■ |

  44. Cybersecurity

    | Teresa A. Taylor CHIEF EXECUTIVE OFFICER OF BLUE VALLEY ADVISORS, LLC Biography: Since April 2011, Ms. Taylor has served as Chief Executive Officer of Blue Valley Advisors, LLC, an advisory firm. Ms. Taylor served as Chief Operating Officer of Qwest Communications, Inc., a telecommunications carrier, from August 2009 to April 2011. She served as Qwest’s Executive Vice President, Business Markets Group, from January 2008 to April 2009 and served as its Executive Vice President and Chief Administrative Officer from December 2005 to January 2008. Ms. Taylor served in various positions with Qwest and the former US West beginning in 1987. During her 24-year tenure with Qwest and US West, she held various leadership positions and was responsible for strategic planning and execution, sales, marketing, product, network, information technology, human resources and corporate communications. Ms. Taylor holds a Bachelor of Science degree from the University of Wisconsin-LaCrosse. Qualifications and Skills Supporting Election to the Board: ▪ Expertise in technology, media and telecommunications industries ▪ Expertise in strategic planning and execution, technology development, human resources, labor relations and corporate communications ▪ Public company director and committee experience | Director Since: 2013 Age: 60 Lead Independent Director Other Public Company Boards: ▪ Black Hills Corporation ▪ First Interstate BancSystem, Inc. (2012 to 2020) Board Committees: ▪ Audit ▪ CEO Selection ▪ Nominating and Corporate Governance (Chair) | | Kelvin R. Westbrook PRESIDENT AND CHIEF EXECUTIVE OFFICER OF KRW ADVISORS, LLC Biography: Mr. Westbrook is President and Chief Executive Officer of KRW Advisors, LLC, a consulting and advisory firm, a position he has held since October 2007. Mr. Westbrook also served as Chairman and Chief Strategic Officer of Millennium Digital Media Systems, L.L.C. (“MDM”), a broadband services company that later changed its name to Broadstripe LLC, from September 2006 until October 2007. Mr. Westbrook was also President and Chief Executive Officer of MDM from May 1997 until October 2006. Mr. Westbrook holds an undergraduate degree in Business Administration from the University of Washington and a Juris Doctor degree from Harvard Law School. Qualifications and Skills Supporting Election to the Board: ▪ Expertise in the telecommunications industry ▪ Core legal, media, marketing and risk analysis skills ▪ Public company director and committee experience | Director Since: 2013 Age: 68 Other Public Company Boards: ▪ Archer Daniels Midland Company ▪ Camden Property Trust ▪ The Mosaic Company Board Committees: ▪ Compensation (Chair) ▪ Transaction |

  45. Cybersecurity

    | ■ PROXY STATEMENT 2024 | 35 |

  46. Cybersecurity

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

  47. Cybersecurity

    | Name | Age | Position | | G. Michael Sievert | 54 | President and Chief Executive Officer | | Peter Osvaldik | 46 | Executive Vice President and Chief Financial Officer | | Néstor Cano | 60 | Executive Vice President, Transformation and Chief Information and Digital Officer | | Ulf Ewaldsson | 58 | President, Technology | | Callie R. Field | 45 | President, Business Group | | Jonathan A. Freier | 48 | President, Consumer Group | | Michael J. Katz | 45 | President, Marketing, Strategy and Products | | Deeanne King | 57 | Executive Vice President and Chief People Officer | | Mark W. Nelson | 56 | Executive Vice President and General Counsel |

  48. Cybersecurity

    | PETER OSVALDIK |

  49. Cybersecurity

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

  50. Cybersecurity

    | NÉSTOR CANO |

  51. Cybersecurity

    Mr. Cano has served as our Executive Vice President, Transformation and Chief Information and Digital Officer since June 2023. Mr. Cano is responsible for the Company’s information technology teams and delivery of stable, secure, IT infrastructure to run our non-network operations. From April 2020 to June 2023, Mr. Cano served as our Executive Vice President, Integration and Transformation & Strategic Advisor to our CEO. Prior to that, he served as chief operating officer at Sprint where he drove expense reductions and strengthened processes to improve the business. He led several areas of the company, including omnichannel operations, information technology, analytics and omnichannel delivery platforms, digital architecture and delivery, customer management, customer experience, leasing, and the product and supply chain. Mr. Cano also led the company’s transformation office. Prior to joining Sprint, Mr. Cano was president of European operations at Tech Data, one of the world’s largest distributors of IT products and services. He held numerous leadership roles where he re-engineered processes and controls to drive the best-ever profit in the company’s European operations. Before joining Tech Data, Mr. Cano held positions with technology companies in Spain, including Tronik and CCR Informatica. Mr. Cano studied industrial engineering at Barcelona Polytechnic University, attended the Executive Distribution Academy by INSEAD Business School in Fontainebleau, France, and also completed his post-graduate degree in executive management at IESE Business School in Barcelona, Spain.

  52. Cybersecurity

    | ULF EWALDSSON |

  53. Cybersecurity

    Mr. Ewaldsson has served as our President, Technology since April 2023. Prior to that, Mr. Ewaldsson served as our Executive Vice President & Chief Network Officer from October 2021 to April 2023, our Senior Vice President & Chief Network Officer from April 2020 to October 2021, and our Senior Vice President of Technology Transformation from January 2019 to April 2020. Previously, he held several leadership positions at Telefonaktiebolaget LM Ericsson, including Chief Technology Officer, Chief Strategy Officer, head of

  54. Cybersecurity

    | 36 | PROXY STATEMENT 2024 ■ |

  55. Cybersecurity

    Executive Officers radio business and head of business area digital services. Mr. Ewaldsson has been instrumental in helping to create some of the most innovative mobile communication products, such as multi-standard RBS, antenna-integrated radio units, femto base stations and NB-IoT. Mr. Ewaldsson was also instrumental in the creation and development of the 5G standard as CTO of Ericsson. Mr. Ewaldsson is currently a member of the Royal Swedish Academy of Engineering Sciences, and Chairman of the Board of Governors at 5G Americas. He is also currently a member of the board of trustees of the National Nordic Museum in Seattle, and a director at Corporate Fiber AB. He previously served as a member of the board of directors of Swedish Royal Institute of Technology (Chair) in Stockholm, ASSA-ABLOY AB, Digital Demo Stockholm, Telecom Management Forum and the Lund University. Mr. Ewaldsson received a Master of Science in Engineering and Business Management from Linköping Technical University. He also attended executive training at Columbia University in New York.

  56. Cybersecurity

    | CALLIE R. FIELD |

  57. Cybersecurity

    Ms. Field serves as our President, Business Group, leading our T-Mobile for Business team responsible for envisioning a 5G future for business and government customers. Prior to that, she served as our Executive Vice President and Chief Customer Experience Officer, leading the customer care and digital teams to deliver legendary customer experiences. Ms. Field began her career at T-Mobile in 2004 and has since taken on a variety of leadership roles across the company. Her deep sales expertise and obsession with customer experience, coupled with her exceptional track record leading award-winning sales and care organizations, uniquely position her to inspire best-in-class customer experiences for T-Mobile’s business and government customers. Ms. Field holds a Bachelor’s degree in literary studies from Bard College at Simon’s Rock and a Juris Doctor and a Master of Business Administration from Texas Tech University.

  58. Cybersecurity

    | JONATHAN A. FREIER |

  59. Cybersecurity

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

  60. Cybersecurity

    | MICHAEL J. KATZ |

  61. Cybersecurity

    Mr. Katz has served as our President, Marketing, Strategy and Products since October 2023, leading the Marketing, Product, Strategy, T-Ads, and Wholesale teams. Mr. Katz’s organization is a strategic partner and advisor to all lines of business and touch every facet of the business. Previously, he served as our President, Marketing Innovation and Experience, responsible for everything from brand strategy and insights to digital experiences and marketing, to media, commercial, sponsorships, events, offers, promotions and customer acquisition and management. Prior to that, from June 2022 to December 2022, he served as our Chief Marketing Officer. Prior to that, he served as our President, Business Group, leading all marketing, sales, operations, IoT, and business development for the organization, as well as for T-Mobile’s wholesale and wireline businesses. Mr. Katz started his T-Mobile career over 20 years ago working in the third-party distribution and sales organization. There, he helped launch and build distribution networks in some of the Company’s biggest markets, including Denver and Chicago. Before his current role, he worked across an array of T-Mobile teams, including marketing, corporate strategy, and sales. In 2017, Mr. Katz was recognized as one of Puget Sound Business Journal’s top 40 business leaders under 40 in the Seattle area. Mr. Katz holds a Bachelor’s degree in sociology from Colorado State University.

  62. Cybersecurity

    | DEEANNE KING |

  63. Cybersecurity

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

  64. Cybersecurity

    | ■ PROXY STATEMENT 2024 | 37 |

  65. Cybersecurity

    Executive Officers

  66. Cybersecurity

    | MARK W. NELSON |

  67. Cybersecurity

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

  68. Cybersecurity

    | 38 | PROXY STATEMENT 2024 ■ |

  69. Cybersecurity

    The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Although ratification of the appointment of Deloitte by our stockholders is not required, the Board is submitting the appointment of Deloitte to our stockholders for ratification as a matter of good corporate governance.

  70. WHAT WE DO

    | | Independent compensation consultant |

  71. WHAT WE DO

    | | Use of multiple performance measures and caps on potential incentive payments |

  72. WHAT WE DON’T DO

    | | No guaranteed bonuses |

  73. WHAT WE DON’T DO

    | | No single-trigger payments or vesting of equity awards upon a change in control |

  74. WHAT WE DON’T DO

    | | No dividends paid on unearned or unvested equity awards |

  75. COMPENSATION CONSULTANT AND MANAGEMENT

    COMPENSATION CONSULTANT AND MANAGEMENT The Compensation Committee determines the target compensation levels for each of our Named Executive Officers based on their individual skills, experience and achievements, taking into account market analysis, input by its independent compensation consultant (Mercer) and, except for himself, the recommendations of our Chief Executive Officer. The Chief Executive Officer provides recommended annual compensation adjustments for the other Named Executive Officers’ base salaries as well as their target annual short-term and long-term incentive opportunities. The Compensation Committee believes that receiving input from both its independent compensation consultant and our Chief Executive Officer provides valuable assistance to the Compensation Committee in determining appropriate compensation. The Compensation Committee has assessed the independence of Mercer pursuant to the rules prescribed by the SEC and has concluded that no conflict of interest existed in 2023 or currently exists that would prevent Mercer from serving as an independent consultant to the Compensation Committee.

  76. APPROACH TO COMPENSATION BENCHMARKING

    APPROACH TO COMPENSATION BENCHMARKING We believe a competitive total compensation package is necessary to attract and retain an executive management team with the appropriate abilities and experience required to lead the Company and execute on our strategic business plan. We use comparative executive officer compensation data publicly disclosed by a peer group of public companies in addition to compensation survey data with respect to that peer group to evaluate the competitiveness of our executive officer compensation and to guide us in establishing compensation for newly hired and promoted executive officers. In analyzing this information, we compare our executive compensation program as a whole to the programs of our peer group and compare the pay of our individual executives to that of the executive officers of our peer group if we believe the positions are sufficiently similar to make meaningful comparisons. We do not target a specific percentile in the range of comparative data for each individual or for each component of compensation, except as provided below for Mr. Sievert. Instead, we review the comparative compensation data and consider each executive’s level of responsibility, prior experience, past job performance, internal comparators, contribution to the Company’s success and actual results achieved. The Compensation Committee exercises its business judgment and discretion in determining target compensation and does not apply formulas or assign these factors specific mathematical weights, except for Mr. Sievert as provided pursuant to that certain Amended and Restated Employment Agreement, dated as of March 9, 2023 (the "A & R Sievert Employment Agreement"). The A & R Sievert Employment Agreement provides that 60% of the time-based RSUs granted to Mr. Sievert as annual LTI awards during 2023 shall have a total vesting schedule length no longer than the median total vesting schedule length of annual time-based equity incentive awards for Chief Executive Officers in our peer group at the time of grant. In accordance with this provision, the Company, along with the Compensation Committee and their consultant, determined that the median total vesting schedule length of annual time-based equity incentive awards for Chief Executive Officers in our peer group was three years, which is the same length as the three-year vesting schedule that generally applies to time-based RSUs granted to our employees.

  77. EXECUTIVE COMPENSATION PEER GROUP

    EXECUTIVE COMPENSATION PEER GROUP We select the members of our peer group based on a number of factors, including similarity to us in terms of relative size of revenue and market capitalization, the industries in which we and they compete and their ability to compete with us for talent at the executive officer level. The Compensation Committee reviews the Company’s peer group on an annual basis and makes changes as it deems appropriate. Our 2023 peer group was the same as our 2022 peer group. This peer group, established effective as of January 1, 2022 and reaffirmed by the Compensation Committee effective January 1, 2023, was used to set executive compensation for 2023. EchoStar Corporation (“EchoStar”) completed its acquisition of DISH Network Corporation (“DISH Network”), a member of our peer group, on December 31, 2023. As a result of this acquisition, DISH Network was removed from our peer group effective December 31, 2023. The following chart shows T-Mobile’s 2023 peer group of 14 companies and each such company’s (other than DISH Network’s) revenue for its most recent fiscal year and market capitalization as of December 31, 2023.

  78. EXECUTIVE COMPENSATION PEER GROUP

    | 44 | PROXY STATEMENT 2024 ■ |

  79. T-Mobile Executive Compensation Peer Group

    T-Mobile Executive Compensation Peer Group

  80. T-Mobile Executive Compensation Peer Group

    | Peer Company | Revenue (in billions) As of Peer Fiscal Year-End | Market Capitalization (in billions) As of December 31, 2023 | | AT&T, Inc. | $122.43 | $119.98 | | Charter Communications, Inc. | $54.61 | $57.49 | | Cisco Systems, Inc. | $57.00 | $205.29 | | Comcast Corp. | $121.57 | $176.50 | | DISH Network Corp.(1) | N/A | N/A | | Intel Corp. | $54.23 | $211.85 | | International Business Machines Corp. | $61.86 | $149.34 | | Liberty Global plc | $7.49 | $7.21 | | Lumen Technologies, Inc. | $14.56 | $1.85 | | Microsoft Corp. | $211.92 | $2,794.83 | | Oracle Corp. | $49.95 | $289.82 | | QUALCOMM Incorporated | $35.82 | $160.97 | | The Walt Disney Company | $88.90 | $165.26 | | Verizon Communications Inc. | $133.97 | $158.49 | | Median | $57.00 | $160.97 | | T-Mobile US, Inc. | $78.56 | $185.42 |

  81. T-Mobile Executive Compensation Peer Group

    | 1 | EchoStar completed its acquisition of DISH Network on December 31, 2023. As a result of this acquisition, DISH Network was removed from our peer group effective December 31, 2023. |

  82. TARGET TOTAL DIRECT COMPENSATION

    TARGET TOTAL DIRECT COMPENSATION The Compensation Committee reviews and approves the compensation of the Named Executive Officers at least annually. As part of its review, it receives a market analysis prepared by management in partnership with the Compensation Committee’s independent compensation consultant. It then assesses the compensation of each Named Executive Officer in relation to peer proxy and survey market data related to such peer group, the executive officer’s contributions to the Company’s ongoing strategy, and, for Mr. Sievert, the peer group comparative provisions in the A & R Sievert Employment Agreement (discussed further below). For 2023, the Compensation Committee increased the total target compensation for the Named Executive Officers, including an increase to one or more of the following components: base salary, target annual short-term incentive opportunity and target annual long-term incentive opportunity.

  83. TARGET TOTAL DIRECT COMPENSATION

    | Officer | Base Salary ($) | Target STIP Percent(1) | Target STIP Value ($) | Total Target Cash ($) | Target LTIP Percent(2) | Target LTIP Value ($) | Total Direct Compensation ($) | | G. Michael Sievert | 1,750,000 | 250% | 4,375,000 | 6,125,000 | — | 18,500,000 | 24,625,000 | | Peter Osvaldik | 950,000 | 185% | 1,757,500 | 2,707,500 | 250% | 6,768,750 | 9,476,250 | | Mark W. Nelson | 950,000 | 185% | 1,757,500 | 2,707,500 | 250% | 6,768,750 | 9,476,250 | | Michael J. Katz | 800,000 | 150% | 1,200,000 | 2,000,000 | 250% | 5,000,000 | 7,000,000 | | Jonathan A. Freier | 790,000 | 150% | 1,185,000 | 1,975,000 | 225% | 4,443,750 | 6,418,750 | | Callie R. Field | 790,000 | 150% | 1,185,000 | 1,975,000 | 225% | 4,443,750 | 6,418,750 |

  84. TARGET TOTAL DIRECT COMPENSATION

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

  85. TARGET TOTAL DIRECT COMPENSATION

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

  86. ANNUAL SHORT-TERM INCENTIVES

    ANNUAL SHORT-TERM INCENTIVES Our executive officers are eligible for annual cash-based short-term incentive awards which, during 2023, were granted under the T-Mobile US. Inc. 2013 Omnibus Incentive Plan (the “2013 Plan”). The Compensation Committee sets the annual target value of each executive’s short-term incentive award opportunity as a percentage of the executive’s base salary. The final award is based on the applicable executive’s eligible base earnings for the performance period. Generally, award opportunities for each metric evaluated under the 2013 Plan are established at threshold, target and maximum levels. The maximum level for each metric is capped at 200% of target, and as a result, the overall potential amount that could be earned is capped at 200% of target. The 2023 short-term incentive plan (the “2023 STIP”) awards for our executive officers, including the Named Executive Officers, were based entirely on Company performance, which was measured by: US GAAP Service Revenue, Total Net Additions, Core Adjusted EBITDA, and Adjusted Free Cash Flow. These measures and the relative weightings were aligned with the operational objectives of the Company’s business. Attainment of the threshold performance level (representing attainment of 25% of the target performance level) for at least one of the performance metrics was required in order for the executives to receive any payment under the 2023 STIP. If none of the performance thresholds had been achieved during 2023, no awards would have been paid.

  87. ANNUAL SHORT-TERM INCENTIVES

    | 46 | PROXY STATEMENT 2024 ■ |

  88. ANNUAL SHORT-TERM INCENTIVES

    | Metric | Weight | Minimum Performance (in millions) | Target Performance (in millions) | Maximum Performance (in millions) | Actual Performance (in millions) | Achievement | | US GAAP Service Revenue(1) | 20% | $60,885 | $63,885 | $64,635 | $63,300 | 85% | | Total Net Additions(2) | 20% | 4.909 | 6.909 | 7.659 | 7.373 | 162% | | Core Adjusted EBITDA(1) (4) | 30% | $26,500 | $28,500 | $29,500 | $29,019 | 152% | | Adjusted Free Cash Flow(3) (4) | 30% | $11,799 | $13,049 | $14,049 | $13,751 | 170% | | Total Corporate Attainment | | | | | | 146% |

  89. ANNUAL SHORT-TERM INCENTIVES

    | 1 | Actual performance of US GAAP Service Revenue equals US GAAP Service Revenue for the full year 2023 of $63,241 million as reported in our Annual Report on Form 10-K, plus $59 million, reflecting the impact of certain 2023 device promotions. Actual performance of Core Adjusted EBITDA equals Core Adjusted EBITDA for the full year 2023 of $29,116 million as reported in our Annual Report on Form 10-K, minus $97 million, reflecting the impact of certain 2023 device promotions. |

  90. ANNUAL SHORT-TERM INCENTIVES

    | 2 | Actual performance of Total Net Additions equals Total Net Additions for the full year 2023 of 5.932 million as reported in our Annual Report on Form 10-K, plus 1.441 million to adjust for the impact of certain Postpaid other net deactivations. |

  91. ANNUAL SHORT-TERM INCENTIVES

    | 3 | Actual performance of Adjusted Free Cash Flow equals Adjusted Free Cash Flow for the full year 2023 of $13,586 million as reported in our Annual Report on Form 10-K, (a) minus $290 million, reflecting the net impact of settlement payment timing relating to the cyberattack that the Company publicly disclosed in August 2021 and (b) plus $455 million, reflecting adjustment for Merger-related costs and cash payments for Merger-related costs incremental to plan. |

  92. ANNUAL SHORT-TERM INCENTIVES

    | 4 | See Appendix A to this Proxy Statement for a reconciliation of Core Adjusted EBITDA and Adjusted Free Cash Flow as reported in our Annual Report on Form 10-K. |

  93. ANNUAL SHORT-TERM INCENTIVES

    The Company performed above target levels with respect to three of the four performance metrics in 2023. Overall performance under the 2023 STIP, determined based on actual performance for each performance metric and the relative weighting of each such metric, was achieved at 146% of target. The following table shows the payouts under the 2023 STIP for each Named Executive Officer based on these performance results.

  94. ANNUAL SHORT-TERM INCENTIVES

    | Officer | Base Earnings(1) ($) | Target 2023 STIP Percent (as a % of Base Salary) | Target 2023 STIP Value ($) | Company Attainment | Total 2023 STIP Payout Value ($) | | G. Michael Sievert | 1,750,000 | 250% | 4,375,000 | 146% | 6,387,500 | | Peter Osvaldik | 950,000 | 185% | 1,757,500 | 146% | 2,565,950 | | Mark W. Nelson | 950,000 | 185% | 1,757,500 | 146% | 2,565,950 | | Michael J. Katz | 800,000 | 150% | 1,200,000 | 146% | 1,752,000 | | Jonathan A. Freier | 790,000 | 150% | 1,185,000 | 146% | 1,730,100 | | Callie R. Field | 790,000 | 150% | 1,185,000 | 146% | 1,730,100 |

  95. ANNUAL SHORT-TERM INCENTIVES

    | 1 | Base earnings reflect eligible earnings as reported by T-Mobile payroll, except for Mr. Sievert whose base earnings reflect his full annual base salary as set forth in his employment agreement. |

  96. ANNUAL SHORT-TERM INCENTIVES

    | ■ PROXY STATEMENT 2024 | 47 |

  97. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES We grant our executive officers long-term incentive compensation in the form of RSUs and PRSUs. RSUs vest in equal installments over a three-year period. RSUs provide an incentive for executive officers to stay with the Company for the long term and help it perform well so that their shares increase in value. For 2023, 65% of the PRSUs granted are measured based on our relative total shareholder return (“RTSR”) over a three-year performance period and the remaining 35% are measured based on our adjusted free cash flow (“FCF”) over a three-year performance period. RTSR, which incorporates share price changes and dividend payments, inherently reflects our current financial and operational results as well as our expected future performance, and using RTSR as a measure also directly links a significant portion of executive officer compensation to stockholder value creation. FCF provides increased focus on our ability to generate cash from operations and our core long-term financial outcomes that are most beneficial to the Company and its stockholders. Earned RTSR PRSUs are settled in shares of our common stock, and the FCF PRSUs are settled in cash (with the amount of cash paid based on the value of our common stock).

  98. 2023 Long-Term Incentive Structure

    2023 Long-Term Incentive Structure

  99. LONG-TERM INCENTIVE AWARDS GRANTED IN 2023

    LONG-TERM INCENTIVE AWARDS GRANTED IN 2023 On February 15, 2023, we granted annual long-term incentive awards to our Named Executive Officers. Each such Named Executive Officer received half of the aggregate value of their 2023 long-term incentive awards in the form of PRSUs and half of such value in the form of RSUs. We believe this mix emphasizes long-term Company performance as well as the retention and engagement of the Named Executive Officers. RSU awards for 2023 generally vest annually in three equal tranches beginning February 15, 2024, subject to the Named Executive Officer’s continued service through the applicable vesting date. The annual PRSU awards for 2023 generally cliff vest at the conclusion of the three-year performance period ending on the third anniversary of the grant date, subject to the Named Executive Officer’s continued service through the vesting date and based on the level of RTSR or FCF performance (as applicable) attained during the performance period as certified by the Section 16 Subcommittee of the Compensation Committee.

  100. FCF PRSUs

    FCF PRSUs For the PRSU awards eligible to vest based on FCF performance, PRSU achievement can range from 0% to 200% of target based on absolute FCF performance, and payouts are determined by multiplying the target number of PRSUs by an Adjustment Percentage as set forth in the following table. No payout will be made if performance is attained below threshold performance. For FCF performance between the Threshold, Target, and Maximum values, the Adjustment Percentage shall be interpolated on a linear basis (except for a ranking below the Threshold value, in which case the Adjustment Percentage shall equal 0%). While we do not disclose the Threshold, Target, and Maximum absolute FCF performance values for competitive reasons, the Threshold, Target, and Maximum number of FCF PRSUs that could have been earned by the Named Executive Officers are disclosed in the 2023 Grants of Plan-Based Awards Table below.

  101. FCF PRSUs

    | 2023-2026 PRSU Award Absolute FCF Design | | | FCF Achievement | Adjustment Percentage | | Below Threshold | 0% | | Threshold | 25% | | Target | 100% | | Maximum | 200% |

  102. RTSR PRSUs

    RTSR PRSUs For the PRSU awards eligible to vest based on RTSR, PRSU achievement can range from 0% to 200% of target based on our total stockholder return relative to the total stockholder return of our peer group, and payouts are determined by multiplying the target number of PRSUs by an Adjustment Percentage based on the RTSR percentile performance of the Company, as set forth in the following table. For RTSR performance between the Threshold, Target, and Maximum values, the Adjustment Percentage shall be interpolated on a linear basis. No payout will be made if performance is attained below the 25th percentile and, in order for the Adjustment Percentage to be greater than 100%, Company Total Shareholder Return for the Performance Period must be positive. RTSR for the 2023 PRSU awards is generally measured against our compensation peer group, consisting of 14 companies: AT&T, Charter Communications, Cisco Systems, Comcast, DISH Network, Intel, International Business Machines, Liberty Global, Lumen Technologies, Microsoft, Oracle, Qualcomm, The Walt Disney Company and Verizon Communications. Under the terms of the award, if one or more members of the peer group cease to be a publicly traded entity during the performance period, then that company will be removed from the peer group; however, unless otherwise determined by our Compensation Committee, any member of the peer group that ceases to be a publicly traded entity during the performance period due to bankruptcy or insolvency (as determined by the Compensation Committee) will not be removed from the peer group. No additional companies will be added to the peer group for purposes of determining any earned PRSU awards. As noted above, EchoStar completed its acquisition of DISH Network on December 31, 2023. As a result of this acquisition, DISH Network was removed from the peer group.

  103. Annual Grants in 2023

    Annual Grants in 2023 The total 2023 target long-term incentive grant value and the number of annual PRSUs and RSUs awarded are shown below for each Named Executive Officer. The number of annual PRSUs and RSUs awarded was established as the total grant-date target value multiplied by the award mix and divided by the average closing price of our common stock for the 30 calendar-day period ending five business days prior to the grant date.

  104. Annual Grants in 2023

    | Officer | Grant Date | Total 2023 Grant Target Value ($) | Target PRSU/RSU Award Mix | Number of Time-Based RSUs (#) | Target Number of RTSR Performance- Based RSUs (#) | Target Number of FCF Performance- Based RSUs (#) | | G. Michael Sievert(1) | 2/15/2023 | 18,500,000 | 50% PRSU, 50% RSU | 55,060 | 35,789 | 19,271 | | | 4/1/2023 | | | 7,947 | 5,166 | 2,782 | | Peter Osvaldik | 2/15/2023 | 6,768,750 | 50% PRSU, 50% RSU | 23,053 | 14,985 | 8,068 | | Mark W. Nelson | 2/15/2023 | 6,768,750 | 50% PRSU, 50% RSU | 23,053 | 14,985 | 8,068 | | Michael J. Katz | 2/15/2023 | 5,000,000 | 50% PRSU, 50% RSU | 17,029 | 11,069 | 5,960 | | Jonathan A. Freier | 2/15/2023 | 4,443,750 | 50% PRSU, 50% RSU | 15,135 | 9,838 | 5,297 | | Callie R. Field | 2/15/2023 | 4,443,750 | 50% PRSU, 50% RSU | 15,135 | 9,838 | 5,297 |

  105. SPECIAL EQUITY AWARDS IN 2023

    SPECIAL EQUITY AWARDS IN 2023 Pursuant to the A & R Sievert Employment Agreement, in April 2023, the Company granted Mr. Sievert a one-time PRSU award with a target grant-date value of $10,000,000 (the “Sievert Special PRSUs”) in connection with the renewal of his employment agreement. The Sievert Special PRSUs are generally subject to the same terms and conditions (including vesting conditions and performance conditions) applicable to the annual awards of RTSR PRSUs granted to the Named Executive Officers on February 15, 2023 (see “— RTSR PRSUs” above for additional information), except that the Special PRSUs shall be eligible to cliff-vest on the second (2nd) anniversary of the grant date based on the RTSR of the Company during the two-year performance period ending on such date. In addition, in July 2023, for retention purposes, the Company granted Mr. Osvaldik a one-time PRSU award with a target grant date value of $10,000,000 (the “Osvaldik Special PRSUs”). The Osvaldik Special PRSUs are generally subject to the same terms and conditions (including vesting conditions and performance conditions) applicable to the annual awards of FCF PRSUs granted to the Named Executive Officers on February 15, 2023 (see “— FCF PRSUs” above for additional information), except that the Osvaldik Special PRSUs shall be eligible to cliff-vest on July 1, 2026 based on the Company’s FCF performance during the relevant three-year performance period (January 1, 2023 through December 31, 2025), subject to Mr. Osvaldik’s continued employment through the July 1, 2026 vesting date. We believe that the award of Osvaldik Special PRSUs aligns executive retention with the Company’s key financial performance objectives. The total target grant value and the number of PRSUs awarded under the Sievert Special PRSUs and the Osvaldik Special PRSUs are shown below. The number of PRSUs awarded was established as the total grant-date target value of the applicable award divided by the average closing price of our common stock for the 30 calendar-day period ending five business days prior to the grant date.

  106. SPECIAL EQUITY AWARDS IN 2023

    | Officer | Grant Date | Total Grant Target Value ($) | Target Number of Performance-Based RSUs(1) (#) | | G. Michael Sievert | 4/1/2023 | 10,000,000 | 70,127 | | Peter Osvaldik | 7/5/2023 | 10,000,000 | 75,586 |

  107. SPECIAL EQUITY AWARDS IN 2023

    | 1 | The divisor price used to calculate the target number of shares for the Sievert Special PRSUs and the Osvaldik Special PRSUs is $142.60 and $132.30 respectively. |

  108. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2023

    PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2023 The annual PRSUs granted in 2020 to each of the Named Executive Officers who were then-employed by us had a three-year performance period that ended on February 15, 2023 and vested based on the level of RTSR as of the conclusion of such performance period and continued service through the vesting date. Based on the Company’s RTSR at the end of the performance period, 200% of the target award was earned for each Named Executive Officer. The number of 2020 PRSUs earned by each such Named Executive Officer and paid in 2023 is set forth in the table below.

  109. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2023

    | 50 | PROXY STATEMENT 2024 ■ |

  110. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2023

    In February 2023, we amended Mr. Sievert’s then-outstanding PRSUs and RSUs that were scheduled to vest in February and March 2023 such that they would be settled in cash rather than shares of our common stock. Pursuant to such amendment, the 2020 PRSUs earned by Mr. Sievert in 2023 were settled in cash rather than shares of our common stock.

  111. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2023

    | Officer | Grant Date | Target Annual 2020 PRSUs (#) | RTSR Adjustment Percentage (%) | Earned PRSUs (#) | | G. Michael Sievert | 2/15/2020 | 82,843 | 200% | 165,686 | | Peter Osvaldik | 2/15/2020 | 10,874 | 200% | 21,748 | | Michael J. Katz | 2/15/2020 | 12,427 | 200% | 24,854 | | Jonathan A. Freier | 2/15/2020 | 12,427 | 200% | 24,854 | | Callie R. Field | 2/15/2020 | 12,427 | 200% | 24,854 |

  112. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2023

    In April 2020, in connection with his promotion to Chief Executive Officer, the Company granted Mr. Sievert a one-time PRSU award with a target value of $20,000,000, which was generally subject to the same terms and conditions (including vesting conditions and performance conditions) applicable to the annual PRSUs granted to the Named Executive Officers in 2020, with a three-year performance period that ended April 1, 2023. The only difference as compared to the 2020 annual PRSUs was that in order for more than 100% of the target number of such PRSUs to vest, there must have been at least a twenty percent (20%) increase in the Company’s stock price over the period beginning on April 1, 2020, the date on which Mr. Sievert became our Chief Executive Officer (with the stock price on such date deemed to equal the average closing price of T-Mobile’s stock over the period commencing November 18, 2019 and ending April 1, 2020), and ending on the vesting date. Additionally, in July 2020, in connection with his appointment to Chief Financial Officer, the Company granted Mr. Osvaldik a one-time PRSU award with a target value of $1,000,000, which was generally subject to the same terms and conditions (including vesting conditions and performance conditions) applicable to the annual PRSUs granted to the Named Executive Officers in 2020, with a three-year performance period that ended on July 1, 2023. The number of PRSUs earned by Messrs. Sievert and Osvaldik and paid in 2023 pursuant to such one-time 2020 awards is set forth in the table below.

  113. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2023

    | Officer | Grant Date | Target Special 2020 PRSUs (#) | RTSR Adjustment Percentage (%) | Earned PRSUs (#) | | G. Michael Sievert(1) | 4/1/2020 | 243,250 | 200% | 486,500 | | Peter Osvaldik | 7/1/2020 | 9,748 | 125% | 12,185 |

  114. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2023

    | 1 | Stock price threshold condition met based on 176.2% increase in stock price over the period beginning on April 1, 2020 and ending on the vesting date. |

  115. SEVERANCE AND CHANGE-IN-CONTROL BENEFITS

    SEVERANCE AND CHANGE-IN-CONTROL BENEFITS We provide severance pay and other termination benefits to eligible executive officers, including the Named Executive Officers, whose employment is terminated, including due to corporate restructuring, and, in some cases, due to involuntary termination by us without cause, due to our non-renewal of the executive’s employment term, due to the executive’s retirement, due to the executive’s death or disability or due to the voluntary termination by the executive for good reason. We believe that these severance benefits provide our executive officers, including our Named Executive Officers, with security of transition income and benefit replacement, thus allowing such executive officers to focus on our prospective business priorities that create value for our stockholders. We believe the level of

  116. SEVERANCE AND CHANGE-IN-CONTROL BENEFITS

    | ■ PROXY STATEMENT 2024 | 51 |

  117. SEVERANCE AND CHANGE-IN-CONTROL BENEFITS

    severance and termination benefits provided is consistent with the practices of our peer group and is necessary to attract and retain key employees. These benefits are provided pursuant to our Severance Guidelines, Executive Continuity Plan, the T-Mobile US, Inc. 2023 Incentive Award Plan (the “2023 Plan”), the 2013 Plan, the Sprint Corporation Amended and Restated 2015 Omnibus Incentive Plan (the “2015 Plan”) and incentive award agreements as well as written employment agreements, term sheets and/or letter agreements, as applicable, that we have entered into with each of our Named Executive Officers. These arrangements do not include any gross up for excise taxes imposed as a result of severance or other payments that are deemed made in connection with a change in control. The potential payments and benefits available under these arrangements are discussed further under “— Potential Payments upon Termination or in Connection with a Change in Control.”

  118. EQUITY GRANTING PRACTICES

    EQUITY GRANTING PRACTICES The Compensation Committee has adopted an equity grant policy pursuant to which the Compensation Committee (or the Section 16 Subcommittee) may approve annual grants to executive officers and other members of the executive leadership team at a specified time each year. In addition to the annual grants, equity awards may be granted on a quarterly basis to new hires. We may also grant supplemental equity awards from time to time to retain high-performing leaders, reward exceptional performance or recognize expanded responsibility. The Compensation Committee has delegated authority to the Company’s Executive Vice President and Chief People Officer, subject to certain terms and limitations as established by the Compensation Committee, to grant awards to employees who are not Section 16 officers.

  119. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth certain information with respect to compensation for the years ended December 31, 2023, 2022 and 2021 earned by or paid to our Named Executive Officers.

  120. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards ($) | Non-Equity Incentive Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | G. Michael Sievert | 2023 | 1,748,414 | — | 29,281,807 | — | 6,387,500 | 71,131 | 37,488,851 | | President and Chief Executive Officer | 2022 | 1,664,285 | — | 20,175,892 | — | 7,128,588 | 91,282 | 29,060,048 | | | 2021 | 1,498,462 | — | 13,684,862 | — | 7,387,500 | 39,835 | 22,610,659 | | Peter Osvaldik | 2023 | 950,000 | — | 17,594,929 | — | 2,565,950 | 13,200 | 21,124,079 | | Executive Vice President & Chief Financial Officer | 2022 | 800,000 | — | 6,864,054 | — | 2,394,000 | 12,200 | 10,070,254 | | | 2021 | 750,000 | — | 4,501,791 | — | 2,216,250 | 11,690 | 7,479,731 | | Mark W. Nelson | 2023 | 950,000 | — | 7,046,147 | — | 2,565,950 | 14,115 | 10,576,212 | | Executive Vice President & General Counsel | 2022 | 950,000 | — | 8,447,371 | — | 3,005,325 | 75,472 | 12,478,167 | | | 2021 | 200,962 | 2,000,000 | 8,126,022 | — | 3,462,275 | 30,090 | 13,819,348 | | Michael J. Katz | 2023 | 800,000 | — | 5,204,908 | — | 1,752,000 | 13,200 | 7,770,108 | | President, Marketing, Strategy & Products | | | | | | | | | | Jonathan A. Freier | 2023 | 790,000 | — | 4,626,009 | — | 1,730,100 | 22,506 | 7,168,616 | | President, Consumer Group | | | | | | | | | | Callie R. Field | 2023 | 790,000 | — | 4,626,009 | — | 1,730,100 | 13,200 | 7,159,309 | | President, Business Group | | | | | | | | |

  121. 2023 SUMMARY COMPENSATION TABLE

    | 1 | The value of stock awards (counting PRSUs at target) is determined using the aggregate grant date fair value computed in accordance with 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 Named Executive Officer. See Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a summary of the assumptions we apply in calculating these amounts. The aggregate grant date fair value of the PRSUs granted to our Named Executive Officers during 2023, assuming maximum performance, would be as follows: Mr. Sievert, $40,013,320; Mr. Osvaldik, $28,386,918; Mr. Nelson, $7,289,353; Mr. Katz $5,384,558; Mr. Freier, $4,785,680; and Ms. Field, $4,785,680. |

  122. 2023 SUMMARY COMPENSATION TABLE

    | 2 | For 2023, represents amounts paid by the Company under the 2023 STIP, based on the achievement of certain Company performance measures during the year. For additional information, please see “— Annual Short-Term Incentives” above. |

  123. 2023 SUMMARY COMPENSATION TABLE

    | 3 | Amounts included in the “All Other Compensation” column are detailed in the table below. |

  124. 2023 SUMMARY COMPENSATION TABLE

    | Name | 401k Employer Match | Security Arrangements(1) | Other(2) | Total | | G. Michael Sievert | 13,200 | 57,931 | — | 71,131 | | Peter Osvaldik | 13,200 | — | — | 13,200 | | Mark W. Nelson | 13,200 | — | 915 | 14,115 | | Michael J. Katz | 13,200 | — | — | 13,200 | | Jonathan A. Freier | 13,200 | 8,987 | 319 | 22,506 | | Callie R. Field | 13,200 | — | — | 13,200 |

  125. 2023 SUMMARY COMPENSATION TABLE

    | 1 | Represents costs associated with Company-provided personal security. |

  126. 2023 SUMMARY COMPENSATION TABLE

    | 2 | For Messrs. Nelson and Freier, this amount represents the value of items provided to the applicable executive in conjunction with a Company-sponsored event such as t-shirts, sunglasses or other Company-branded memorabilia or related standard employee event experience. |

  127. 2023 SUMMARY COMPENSATION TABLE

    | ■ PROXY STATEMENT 2024 | 55 |

  128. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth certain information with respect to grants of plan-based awards for the year ended December 31, 2023, to the Named Executive Officers.

  129. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | Type of Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | G. Michael Sievert | STIP | | | 218,750 | 4,375,000 | 8,750,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2023 | 2/6/2023 | — | — | — | 8,947 | 35,789 | 71,578 | — | 5,861,522 | | | PRSU FCF | 2/15/2023 | 2/6/2023 | — | — | — | 4,818 | 19,271 | 38,542 | — | 2,843,436 | | | RSU | 2/15/2023 | 2/6/2023 | — | — | — | — | — | — | 55,060 | 8,124,103 | | | PRSU RTSR | 4/1/2023 | 3/9/2023 | — | — | — | 1,292 | 5,166 | 10,332 | — | 843,246 | | | PRSU FCF | 4/1/2023 | 3/9/2023 | — | — | — | 696 | 2,782 | 5,564 | — | 402,945 | | | RSU | 4/1/2023 | 3/9/2023 | — | — | — | — | — | — | 7,947 | 1,151,043 | | | PRSU RTSR | 4/1/2023 | 3/9/2023 | — | — | — | 17,532 | 70,127 | 140,254 | — | 10,055,511 | | Peter Osvaldik | STIP | | | 87,875 | 1,757,500 | 3,515,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2023 | 2/6/2023 | — | — | — | 3,746 | 14,985 | 29,970 | — | 2,454,243 | | | PRSU FCF | 2/15/2023 | 2/6/2023 | — | — | — | 2,017 | 8,068 | 16,136 | — | 1,190,433 | | | RSU | 2/15/2023 | 2/6/2023 | — | — | — | — | — | — | 23,053 | 3,401,470 | | | PRSU RTSR | 7/5/2023 | 7/5/2023 | — | — | — | 18,897 | 75,586 | 151,172 | — | 10,548,782 | | Mark W. Nelson | STIP | | | 87,875 | 1,757,500 | 3,515,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2023 | 2/6/2023 | — | — | — | 3,746 | 14,985 | 29,970 | — | 2,454,243 | | | PRSU FCF | 2/15/2023 | 2/6/2023 | — | — | — | 2,017 | 8,068 | 16,136 | — | 1,190,433 | | | RSU | 2/15/2023 | 2/6/2023 | — | — | — | — | — | — | 23,053 | 3,401,470 | | Michael J. Katz | STIP | | | 60,000 | 1,200,000 | 2,400,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2023 | 2/6/2023 | — | — | — | 2,767 | 11,069 | 22,138 | — | 1,812,881 | | | PRSU FCF | 2/15/2023 | 2/6/2023 | — | — | — | 1,490 | 5,960 | 11,920 | — | 879,398 | | | RSU | 2/15/2023 | 2/6/2023 | — | — | — | — | — | — | 17,029 | 2,512,629 | | Jonathan A. Freier | STIP | | | 59,250 | 1,185,000 | 2,370,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2023 | 2/6/2023 | — | — | — | 2,460 | 9,838 | 19,676 | — | 1,611,268 | | | PRSU FCF | 2/15/2023 | 2/6/2023 | — | — | — | 1,324 | 5,297 | 10,594 | — | 781,572 | | | RSU | 2/15/2023 | 2/6/2023 | — | — | — | — | — | — | 15,135 | 2,233,169 | | Callie R. Field | STIP | | | 59,250 | 1,185,000 | 2,370,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2023 | 2/6/2023 | — | — | — | 2,460 | 9,838 | 19,676 | — | 1,611,268 | | | PRSU FCF | 2/15/2023 | 2/6/2023 | — | — | — | 1,324 | 5,297 | 10,594 | — | 781,572 | | | RSU | 2/15/2023 | 2/6/2023 | — | — | — | — | — | — | 15,135 | 2,233,169 |

  130. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | 1 | Represents the threshold, target and maximum amounts of annual cash incentive compensation that may have become payable to each Named Executive Officer for performance under the 2023 STIP. The actual amounts paid for 2023 are shown in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. |

  131. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | 2 | Represents the threshold, target and maximum number of shares that might be paid pursuant to PRSU awards granted in 2023. |

  132. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | 3 | The value of stock awards is determined using the aggregate grant date fair value computed in accordance with 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 Named Executive Officer. See Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for a summary of the assumptions we apply in calculating these amounts. |

  133. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE The following table sets forth certain information with respect to all outstanding equity awards held by the Named Executive Officers as of December 31, 2023. Actual value received upon vesting of the PRSUs will be based on Company performance at that time.

  134. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | | | | Stock Awards | | | | | Name | Type of Award | Grant Date | Number of Shares or Units or Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(7) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(7) ($) | | G. Michael Sievert | PRSU | 2/15/2023(1) | — | — | 35,789 | 11,476,101 | | | PRSU | 2/15/2023(2) | — | — | 19,271 | 3,089,719 | | | RSU | 2/15/2023(3) | 55,060 | 8,827,770 | — | — | | | PRSU | 4/1/2023(1) | — | — | 5,166 | 1,656,530 | | | PRSU | 4/1/2023(2) | — | — | 2,782 | 446,038 | | | RSU | 4/1/2023(3) | 7,947 | 1,274,143 | — | — | | | PRSU | 4/1/2023(4) | — | — | 70,127 | 22,486,924 | | | PRSU | 2/15/2022(1) | — | — | 47,727 | 15,304,140 | | | PRSU | 2/15/2022(2) | — | — | 25,698 | 8,240,321 | | | RSU | 2/15/2022(3) | 48,950 | 7,848,154 | — | — | | | PRSU | 3/4/2021(1) | — | — | 37,268 | 11,950,357 | | | PRSU | 3/4/2021(2) | — | — | 20,067 | 6,434,684 | | | RSU | 3/4/2021(3) | 19,112 | 3,064,227 | — | — | | Peter Osvaldik | PRSU | 2/15/2023(1) | — | — | 14,985 | 4,805,090 | | | PRSU | 2/15/2023(2) | — | — | 8,068 | 1,293,542 | | | RSU | 2/15/2023(3) | 23,053 | 3,696,087 | — | — | | | PRSU | 7/5/2023(5) | — | — | 75,586 | 12,118,703 | | | PRSU | 2/15/2022(1) | — | — | 16,237 | 5,206,556 | | | PRSU | 2/15/2022(2) | — | — | 8,743 | 2,803,530 | | | RSU | 2/15/2022(3) | 16,654 | 2,670,136 | — | — | | | PRSU | 3/4/2021(1) | — | — | 12,260 | 3,931,292 | | | PRSU | 3/4/2021(2) | — | — | 6,601 | 2,116,677 | | | RSU | 3/4/2021(3) | 6,287 | 1,007,995 | — | — | | Mark W. Nelson | PRSU | 2/15/2023(1) | — | — | 14,985 | 4,805,090 | | | PRSU | 2/15/2023(2) | — | — | 8,068 | 1,293,542 | | | RSU | 2/15/2023(3) | 23,053 | 3,696,087 | — | — | | | PRSU | 2/15/2022(1) | — | — | 19,983 | 6,407,749 | | | PRSU | 2/15/2022(2) | — | — | 10,759 | 3,449,981 | | | RSU | 2/15/2022(3) | 20,495 | 3,285,963 | — | — | | | PRSU | 10/11/2021(6) | — | — | 56,329 | 18,062,457 | | Michael J. Katz | PRSU | 2/15/2023(1) | — | — | 11,069 | 3,549,386 | | | PRSU | 2/15/2023(2) | — | — | 5,960 | 955,567 | | | RSU | 2/15/2023(3) | 17,029 | 2,730,260 | — | — | | | PRSU | 2/15/2022(1) | — | — | 10,334 | 3,313,700 | | | PRSU | 2/15/2022(2) | — | — | 5,563 | 1,783,832 | | | RSU | 2/15/2022(3) | 10,598 | 1,699,177 | — | — | | | PRSU | 3/4/2021(1) | — | — | 7,357 | 2,359,096 | | | PRSU | 3/4/2021(2) | — | — | 3,960 | 1,269,814 | | | RSU | 3/4/2021(3) | 3,773 | 604,925 | — | — | | Jonathan A. Freier | PRSU | 2/15/2023(1) | — | — | 9,838 | 3,154,653 | | | PRSU | 2/15/2023(2) | — | — | 5,297 | 849,268 | | | RSU | 2/15/2023(3) | 15,135 | 2,426,595 | — | — | | | PRSU | 2/15/2022(1) | — | — | 10,334 | 3,313,700 | | | PRSU | 2/15/2022(2) | — | — | 5,563 | 1,783,832 | | | RSU | 2/15/2022(3) | 10,598 | 1,699,177 | — | — | | | PRSU | 3/4/2021(1) | — | — | 7,357 | 2,359,096 | | | PRSU | 3/4/2021(2) | — | — | 3,960 | 1,269,814 | | | RSU | 3/4/2021(3) | 3,773 | 604,925 | — | — | | Callie R. Field | PRSU | 2/15/2023(1) | — | — | 9,838 | 3,154,653 | | | PRSU | 2/15/2023(2) | — | — | 5,297 | 849,268 | | | RSU | 2/15/2023(3) | 15,135 | 2,426,595 | — | — | | | PRSU | 2/15/2022(1) | — | — | 9,226 | 2,958,409 | | | PRSU | 2/15/2022(2) | — | — | 4,967 | 1,592,718 | | | RSU | 2/15/2022(3) | 9,462 | 1,517,042 | — | — | | | PRSU | 3/4/2021(1) | — | — | 7,357 | 2,359,096 | | | PRSU | 3/4/2021(2) | — | — | 3,960 | 1,269,814 | | | RSU | 3/4/2021(3) | 3,773 | 604,925 | — | — |

  135. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | ■ PROXY STATEMENT 2024 | 59 |

  136. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | 1 | PRSUs which vest upon the conclusion of a three-year performance period commencing on the grant date based on the relative performance of the Company’s TSR compared to that of the Company’s peer group over the performance period, subject to continued service through the end of the performance period (except as otherwise provided in the applicable award or employment arrangement). |

  137. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | 2 | PRSUs which vest upon the conclusion of a three-year performance period commencing on the grant date based on the Company’s achievement of absolute FCF over the performance period, subject to continued service through the end of the performance period (except as otherwise provided in the applicable award or employment arrangement). |

  138. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | 3 | RSUs which vest in annual installments with respect to one-third of the shares on each of the first three anniversaries of the grant date, subject to continued service through the applicable vesting date (except as otherwise provided in the applicable award or employment arrangement). |

  139. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | 4 | Special PRSUs granted to Mr. Sievert which vest upon the conclusion of a two-year performance period commencing on the grant date based on the relative performance of the Company’s TSR compared to that of the Company’s peer group over the performance period, subject to continued service through the end of the performance period (except as otherwise provided in the applicable award or employment agreement). |

  140. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | 5 | Special PRSUs granted to Mr. Osvaldik which vest upon the conclusion of a three-year performance period commencing on January 1, 2023 based on the Company’s achievement of absolute FCF over the performance period, subject to continued service through the end of the performance period (except as otherwise provided in the applicable award arrangement). |

  141. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | 6 | PRSUs granted to Mr. Nelson in connection with his commencement of employment with us during 2021, which vest upon the conclusion of a three-year performance period commencing on the grant date based on the relative performance of the Company’s TSR compared to that of the Company’s peer group over the performance period, subject to continued service through the end of the performance period (except as otherwise provided in the applicable award or employment agreement). |

  142. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | 7 | Calculated based on the number of PRSUs (except for the 2023 FCF PRSUs and the Osvaldik Special PRSUs which are disclosed at target) that may be earned upon achievement of the maximum performance level or number of time-based RSUs, as applicable, multiplied by the closing price of our common stock on December 29, 2023 of $160.33 per share. In calculating the number of PRSUs and their value, we are required by SEC rules to compare the Company’s performance through 2023 under each outstanding PRSU grant against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts. |

  143. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2023 TABLE

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2023 TABLE The following table sets forth certain information with respect to RSUs and PRSUs vesting during the fiscal year ended December 31, 2023, with respect to the Named Executive Officers. There were no option exercises during the fiscal year ended December 31, 2023.

  144. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2023 TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | G. Michael Sievert | — | — | 723,388 | 105,309,502 | | Peter Osvaldik | — | — | 52,171 | 7,556,909 | | Mark W. Nelson | — | — | 10,247 | 1,511,945 | | Michael J. Katz | — | — | 38,068 | 5,595,622 | | Jonathan A. Freier | — | — | 38,068 | 5,595,622 | | Callie R. Field | — | — | 37,500 | 5,511,813 |

  145. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    2023 NON-QUALIFIED DEFERRED COMPENSATION The following table shows the contributions, earnings and the aggregate balance of total deferrals as of December 31, 2023.

  146. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | G. Michael Sievert | — | — | — | | Peter Osvaldik | — | — | — | | Mark W. Nelson | 1,974,431 | 317,438 | 4,248,471 | | Michael J. Katz | — | — | — | | Jonathan A. Freier | — | — | — | | Callie R. Field | — | (330) | 1,018,340 |

  147. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | 1 | The amount listed in this column for Mr. Nelson was reported in the Summary Compensation Table for 2023. |

  148. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    All of the Named Executive Officers are eligible to participate in the Company’s non-qualified deferred compensation plan (the “Deferred Compensation Plan”). However, only Mr. Nelson has elected to do so. Under the terms of the Deferred Compensation Plan, participants are eligible to defer up to 75% of their base salary, 100% of their annual incentive compensation and 100% of annual RSU or PRSU awards. All amounts attributable to participant deferrals under the Deferred Compensation Plan are fully vested at all times. We did not provide any employer matching or discretionary allocations under the Deferred Compensation Plan for 2023.

  149. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | 60 | PROXY STATEMENT 2024 ■ |

  150. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    Participants choose how their deferrals (and their account balances) will be allocated among the national investment funds available under the Deferred Compensation Plan. For 2023, there were 18 funds for deferral of base salary and incentive compensation, which did not include a Company stock fund. Any deferred RSUs or PRSUs would be credited to a Company stock fund. A participant’s account balance under the Deferred Compensation Plan will be distributed in a lump-sum when the participant terminates employment, unless termination is due to retirement or disability, in which case the participant can elect annual installments over two to 15 years. For this purpose, “retirement” means termination of employment on or after either (i) the date on which the sum of the participant’s age and years of service equals 65 or (ii) the date on which the participant completes ten years of service. Participants may also elect to have amounts attributable to their deferrals for a particular year distributed (or commence to be distributed) as of a specified date in a lump sum or in annual installments over two to five years, even if they are still employed by the Company on that date. Generally, the specified date for base salary and incentive compensation distribution may not be earlier than the first day of the second year beginning after the year in which such amounts are deferred and for RSUs or PRSUs may not be earlier than the first day of the fourth year beginning after the year in which such amounts are deferred. If a participant’s employment with the Company terminates prior to the in-service distribution date specified by the participant or while in-service distribution installment payments are being made, then any portions of the participant’s account balances that are subject to specified distribution date elections will be distributed upon termination of employment, as described above. If a participant dies before his or her entire interest under the Deferred Compensation Plan has been distributed, his or her remaining interest will be distributed in a lump sum to his or her beneficiary. If a participant’s employment terminates within 24 months following a change in control (as defined in the 2023 Plan), then all amounts credited to his or her accounts under the Deferred Compensation Plan will be paid to the participant in a lump sum within 90 days after such termination. Similarly, if a change in control occurs after a participant retires or becomes disabled, any undistributed amounts remaining in such participant’s accounts under the Deferred Compensation Plan will be distributed in a lump sum within 90 days after the change in control. Notwithstanding the foregoing, if a participant is a “specified employee” for purposes of Code Section 409A at the time his or her employment with the Company terminates, then distributions on account of termination of employment will not be made (or commence to be made) prior to the earlier of the participant’s death or the six-month anniversary of the participant’s termination of employment. Each of the Named Executive Officers is a specified employee for this purpose. Distributions are made in cash or stock, as applicable. The Deferred Compensation Plan is an unfunded plan for tax purposes and for purposes of the Employee Retirement Income Security Act of 1974, as amended. We have established a “rabbi trust” to satisfy our obligations under the Deferred Compensation Plan.

  151. POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR IN CONNECTION WITH A CHANGE IN CONTROL The following discussion describes and quantifies the estimated amount of potential payments and benefits that would be provided to each of our Named Executive Officers under the Company’s compensation plans and agreements in the event of a termination of employment and/or change in control of the Company. Our Named Executive Officers are subject to covenants regarding protection of confidential information, a non-compete and certain other restrictive covenants regarding solicitation of employees or customers for a period through one year (or, in certain cases, eighteen months) after termination of employment. For Mr. Sievert, this period is two years after termination of employment.

  152. PAY RATIO

    PAY RATIO As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Sievert, our Chief Executive Officer. We have calculated the median of our employees’ 2023 total annual compensation (excluding our Chief Executive Officer) to be $72,004. Our Chief Executive Officer’s total annual compensation for 2023, as set forth in the 2023 Summary Compensation Table above (adjusted to include his employer-paid health benefits with respect to 2023), was $37,500,851. The estimated ratio of the total compensation of Mr. Sievert to the median of the annual total compensation of our employees (other than Mr. Sievert) was 521 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with applicable rules of the SEC. This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions. We identified the median employee by preparing a listing of 66,043 individuals (including only U.S. individuals and excluding Mr. Sievert) who were employed by us on December 31, 2023, the last day of the calendar year, and examining the 2023 total compensation paid to each such individual as reflected in our payroll records for 2023. We included all such employees (other than Mr. Sievert), whether employed on a full-time, part-time, or seasonal basis who received a paycheck in the final pay period of the year. As is permitted under Item 402(u) of Regulation S-K, we utilized the “de minimis” exemption to exclude all 5 of our non-U.S. employees from the dataset. Of the excluded non-U.S. employees, one is located in Austria, one is located in Denmark and the remaining three are located in the Netherlands. We did not make any assumptions, adjustments, or estimates with respect to total compensation paid, and we did not annualize the compensation for any employees that were not employed by us for all of 2023. We believe the use of total compensation paid for all employees as reflected in our payroll records is a consistently applied compensation measure due to our large part-time, retail and customer service employee population and practice of granting annual equity awards across our broad employee base. Using the method described above, we identified a small sample of 15 employees, consisting of the median employee and 14 other employees whose gross pay was very close to the median employee’s gross pay (“median group”). We then calculated annual total compensation for such employees using the same methodology we use for our Named Executive Officers as set forth in the 2023 Summary Compensation Table in this proxy statement, taking into account employer-paid costs for 2023 health benefits, and selected the median employee from this median group. We believe that our median employee’s compensation reasonably reflects the actual annual compensation of our employees generally in terms of realized pay and benefits.

  153. PAY RATIO

    | 68 | PROXY STATEMENT 2024 ■ |

  154. Pay Versus Performance

    Pay Versus Performance The following table summarizes the relationship between the compensation paid to our Chief Executive Officer(s) (referred to in this discussion as our “PEO(s)”) and the other Named Executive Officers (referred to in this discussion as our “Non-PEO NEOs”) and our financial performance for the fiscal years shown in the table below.

  155. Pay Versus Performance

    | Year (1) | Summary Compensation Table Total for PEO (Mr. Sievert) ($) | Summary Compensation Table Total for PEO (Mr. Legere) ($) | Compensation Actually Paid to PEO (Mr. Sievert) ($) (2) (3) | Compensation Actually Paid to PEO (Mr. Legere) ($) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (2) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) (3) | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions) ($) | Company Selected Financial Measure (Adjusted Free Cash Flow) (5) (millions) ($) | | | | | | | | | TMUS Total Shareholder Return (4) ($) | Peer Group Total Shareholder Return (4) ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 37,488,851 | — | 55,021,146 | — | 10,759,665 | 13,633,451 | 206 | 84 | 8,317 | 13,586 | | 2022 | 29,060,048 | — | 86,602,023 | — | 10,461,699 | 21,148,334 | 179 | 81 | 2,590 | 7,656 | | 2021 | 22,610,659 | — | (15,052,969) | — | 9,689,891 | 3,906,500 | 148 | 86 | 3,024 | 5,646 | | 2020 | 54,914,014 | 137,195,887 | 143,189,517 | 159,658,024 | 15,474,100 | 36,420,755 | 172 | 94 | 3,064 | 3,001 |

  156. Pay Versus Performance

    | 1 | In accordance with applicable SEC rules, since Messrs. Legere and Sievert both served as Chief Executive Officer during 2020, they are each included in the table above and corresponding footnotes as a PEO. Accordingly, the PEOs and Non-PEO NEOs for the applicable years were as follows: |

  157. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | G. Michael Sievert | Peter Osvaldik, Mark W. Nelson, Michael J. Katz, Jonathan A. Freier, Callie R. Field | | 2022 | G. Michael Sievert | Peter Osvaldik, Neville R. Ray, Mark W. Nelson, Peter A. Ewens, Brandon D. Draper | | 2021 | G. Michael Sievert | Peter Osvaldik, Neville R. Ray, Mark W. Nelson, Peter A. Ewens, David A. Miller | | 2020 | G. Michael Sievert & John J. Legere | Peter Osvaldik, J. Braxton Carter, Neville R. Ray, Peter A. Ewens, David A. Miller, David R. Carey |

  158. Pay Versus Performance

    | 2 | The Summary Compensation Table totals reported for the PEOs and the average of the Non-PEO NEOs for each fiscal year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “Compensation Actually Paid”: |

  159. Pay Versus Performance

    | | 2023 | | | | Mr. Sievert ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 37,488,851 | 10,759,665 | | Adjustments | | | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable Fiscal Year | (29,281,807) | (7,819,600) | | Increase in Fair Value of Awards Granted during Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year that Remained Outstanding and Unvested as of Applicable Fiscal Year End | 32,211,836 | 8,610,626 | | Increase/Deduction for Fair Value of Awards Granted during Prior Fiscal Year that Remained Outstanding and Unvested as of Applicable Fiscal Year End, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Applicable Fiscal Year End | 6,351,427 | 1,928,043 | | Increase/Deduction in Fair Value of Awards Granted during Prior Fiscal Year that Vested During Applicable Fiscal Year, determined based on change in ASC 718 Fair Value from Prior Fiscal Year End to Vesting Date | 8,250,838 | 154,718 | | TOTAL ADJUSTMENTS | 17,532,295 | 2,873,786 | | Compensation Actually Paid | 55,021,146 | 13,633,451 |

  160. Pay Versus Performance

    | 3 | “Compensation Actually Paid” excludes the Stock Awards column from the relevant fiscal year’s Summary Compensation Table total. The equity values utilized in determining “Compensation Actually Paid” instead reflect the aggregate of the following components, as applicable: (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. For additional information regarding the valuation assumptions used to calculate the fair value of our equity awards, please see the notes to our financial statements in our Annual Report on Form 10-K for the applicable fiscal year. |

  161. Pay Versus Performance

    | 4 | TMUS Total Shareholder Return represents cumulative TSR on a fixed investment of $100 in our common stock for the period beginning on the last trading day of 2019 through the end of the relevant fiscal year, assuming reinvestment of all dividends. Peer Group TSR represents the cumulative TSR on a fixed investment of $100 (the “Peer Group TSR”) of the Dow Jones U.S. Telecommunications Index for the period beginning on the last trading day of 2019 through the end of the relevant fiscal year, assuming reinvestment of all dividends. The values included in the columns titled “Compensation Actually Paid” to our PEO and the Non-PEO NEOs, calculated in accordance with SEC disclosure rules, in each of the fiscal years reported above and over the four-year cumulative period shows how the compensation awarded fluctuated year-over-year, primarily based on our stock price as of the last day of the listed fiscal year, among other factors. |

  162. Pay Versus Performance

    | ■ PROXY STATEMENT 2024 | 69 |

  163. Pay Versus Performance

    | 5 | The Company has identified Adjusted Free Cash Flow as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Non-PEO NEOs in 2023 to the Company’s performance. See Appendix A to this Proxy Statement for a reconciliation of Adjusted Free Cash Flow, a non-GAAP measure, to the most directly comparable GAAP measure. |

  164. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The table below reflects the relationship between the “Compensation Actually Paid” to Mr. Sievert, our PEO, and the average “Compensation Actually Paid” to the Non-PEO NEOs and the performance measures shown in the pay versus performance table from 2020 to 2023:

  165. Relationship Between Compensation Actually Paid and Performance Measures

    | Period | Compensation Actually Paid to Mr. Sievert | | Average Compensation Actually Paid to other NEOs | | TMUS TSR | | Peer Group TSR | | Net Income | | Adjusted Free Cash Flow | | | 2020 to 2023 | -62% | | -63% | | 106% | | -16% | | 171% | | 353% | |

  166. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid to Mr. Sievert and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Cumulative TSR . From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs decreased by 62% and 63%, respectively, compared to a 106% increase in our TSR over the same time period. Relationship Between Compensation Actually Paid to Mr. Sievert and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Net Income . From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs decreased by 62% and 63%, respectively, compared to a 171% increase in our Net Income over the same time period. Relationship Between Compensation Actually Paid to Mr. Sievert and the Average of the Compensation Actually Paid to the Non-PEO NEOs and the Company’s Adjusted Free Cash Flow . From 2020 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs decreased by 62% and 63%, respectively, compared to a 353% increase in our Adjusted Free Cash Flow over the same time period. Relationship Between the Company’s TSR and the Peer Group TSR . Peer Group TSR decreased by 16% from 2020 to 2023 as compared to the Company’s TSR, which increased by 106% over the same time period. As the values change considerably from year-to-year based on stock price performance, they further demonstrate the “pay-for-performance” compensation philosophy of our executive compensation program. As the table demonstrates, the compensation of our PEO and the Non-PEO NEOs is higher when our stock price performs well, and lower when the stock price does not perform as well, demonstrating the clear alignment of interests of our PEO and the Non-PEO NEOs and our stockholders.

  167. PAY VERSUS PERFORMANCE TABULAR LIST

    PAY VERSUS PERFORMANCE TABULAR LIST We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:

  168. PAY VERSUS PERFORMANCE TABULAR LIST

    | • | US GAAP Service Revenue; |

  169. PAY VERSUS PERFORMANCE TABULAR LIST

    | • | Core Adjusted EBITDA; and |

  170. PAY VERSUS PERFORMANCE TABULAR LIST

    | • | Adjusted Free Cash Flow. |

  171. PAY VERSUS PERFORMANCE TABULAR LIST

    In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program appropriately rewards our PEO and the NEOs for Company and individual performance, promotes retention of our senior leadership team and supports long-term value creation for our stockholders.

  172. PAY VERSUS PERFORMANCE TABULAR LIST

    | 70 | PROXY STATEMENT 2024 ■ |