DEF 14A of T-Mobile US, Inc., Apr 18, 2025

DEF 14A of T-Mobile US, Inc.

Filed Apr 18, 2025 · FY20240001193125-25-085753

Open on EDGAR

  1. About the Board of Directors

    About the Board of Directors

  2. OUR BOARD

    OUR BOARD Our Board currently consists of 13 directors. 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

  5. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ■ PROXY STATEMENT 2025 | 15 |

  6. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    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. The Compensation Committee approved an updated non-employee director compensation program effective as of June 13, 2024, which increased the annual cash retainer for Board service from $135,000 to $143,000 and increased the value of the annual award of time-based restricted stock units (“RSUs”) from $240,000 to $255,000.

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

    KEY FEATURES OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

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

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

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

  10. 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 |

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

    | Elements of Non-Employee Director Compensation | Amount ($) | | Annual cash retainer | 143,000 | | 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 | 255,000 | | Additional cash amounts for each Board and committee meeting: | | | Board | 3,000 | | Committee | 2,000 |

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

    The annual award of “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.

  13. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE During fiscal year 2024, the Company’s non-employee directors received the following compensation for their services:

  14. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Marcelo Claure | 168,308 | 322,766 | 28,162 | 519,236 | | Srikant M. Datar | 293,308 | 322,766 | 29,200 | 645,274 | | James J. Kavanaugh | 225,308 | 278,416 | 29,809 | 533,533 | | Letitia A. Long | 273,308 | 322,766 | 114,208 | 710,282 | | Teresa A. Taylor | 256,183 | 322,766 | 21,034 | 599,983 | | Kelvin R. Westbrook | 228,308 | 322,766 | 23,949 | 575,023 |

  15. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 1 | Includes annual cash retainers and cash meeting fees earned in accordance with the non-employee director compensation program. |

  16. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 2 | 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 13 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a summary of the assumptions we apply in calculating these amounts. As of December 31, 2024, each of Mses. Long and Taylor and Messrs. Claure, Datar, Kavanaugh and Westbrook held 1,457 unvested time-based RSUs. |

  17. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

    | 3 | 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, $70,250 in fees for her services in overseeing compliance with certain national security commitments. |

  18. Director Nominee Qualifications, Skills and Attributes

    Director Nominee Qualifications, Skills and Attributes

  19. Director Nominee Qualifications, Skills and Attributes

    | Qualifications and Expertise | | | | | | | | | | | | | | | Cybersecurity Expertise | | | ✓ | | | ✓ | ✓ | | | | ✓ | | | | Executive Management Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Marketing & Sales | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | | ✓ | | ✓ | ✓ | | Mergers & Acquisitions | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology & Innovation | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Industry & Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Corporate Responsibility 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 | Nominee | 2013 | 2013 | 2018 | 2023 | 2013 | 2013 | 2020 | 2021 | 2018 | 2013 | | Independence | No | Yes | Yes | Yes | No | No | Yes | No | No | No | Yes | No | Yes | | Demographics | | | | | | | | | | | | | | | Age | 48 | 54 | 58 | 71 | 62 | 60 | 58 | 62 | 59 | 60 | 66 | 55 | 61 | | Gender | M | M | M | M | M | M | M | M | M | F | F | M | F | | Asian | | | | ✓ | | | | | | | | | | | African American | | | | | | | | | | | | | | | Hispanic | | ✓ | | | | | | | | | | | | | Asian and White | | | | | | | | ✓ | | | | | | | White | ✓ | | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ |

  20. Director Nominee Qualifications, Skills and Attributes

    | * Qualifies as an audit committee financial expert as defined by Item 407(d)(5) of Regulation S-K. |

  21. Director Nominee Qualifications, Skills and Attributes

    | 18 | PROXY STATEMENT 2025 ■ |

  22. Cybersecurity

    Cybersecurity As the cybersecurity landscape evolves, T-Mobile continues to make multi-year investments in strengthening our cybersecurity program. This includes upgrades to our network and digital infrastructure, and working to improve our cybersecurity risk management, including technology, security protocols, monitoring and response operations, and compliance. Cybersecurity risk management is a core component of the Company’s governance structure with teams partnering to manage governance, prevention, detection, and remediation activities. The company implements the National Institute of Standards and Technology’s Cybersecurity Framework (NIST CSF) as a guide to identify and assess risks. We conduct periodic assessments and collaborate with our enterprise risk management team to assess and manage risks. Our cybersecurity team also provides employee training focused on mitigating against human-driven vulnerabilities. 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 program, including upgrading tools and capabilities as part of a broader, multi-year strategy to further enhance security measures. The Chief Security Officer oversees the cyber risk management function, which identifies threats, assesses risks and supports the Transformation and Chief Information & Digital Officer and the Company in managing such risks.

  23. Cybersecurity

    | ■ PROXY STATEMENT 2025 | 25 |

  24. Cybersecurity

    | STOCKHOLDER ENGAGEMENT |

  25. Cybersecurity

    T-Mobile is committed to fostering robust, frequent, consistent, and transparent communication with stockholders as part of our commitment to strong corporate governance. In September 2024, we hosted our second-ever Capital Markets Day, where our senior leadership team outlined plans for the Company’s continued growth leadership, value creation and share taking in wireless and broadband while growing new businesses. In addition, 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 corporate responsibility matters. This approach allows us to maintain meaningful two-way dialogue that caters to the diverse interests and concerns of our broad investor base. In 2024, 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 corporate responsibility information widely and have integrated such disclosures throughout our various reporting channels.

  26. Cybersecurity

    | 26 | PROXY STATEMENT 2025 ■ |

  27. Cybersecurity

    | 2025 Director Nominees The Board has nominated 13 nominees for election at the Annual Meeting to serve as directors for terms that would end at the 2026 annual meeting of stockholders. Other than Mr. Dannenfeldt, all nominees were elected at the 2024 annual meeting of stockholders. Committee memberships will be determined following the conclusion of the Annual Meeting. Mr. Westbrook will not stand for re-election at the Annual Meeting, and his Board service will end at the conclusion of the Annual Meeting. The Board would like to recognize Mr. Westbrook for his service and his contributions as a member of the Board. Committee memberships will be determined following the conclusion of the Annual Meeting. Each nominee was nominated by the Board on the recommendation of the Nominating and Corporate Governance Committee. The Board has found each nominee to be qualified based on his or her qualifications, experience, attributes, skills and whether he or she meets the applicable independence standards. Each of the nominees has consented to stand for election and we do not anticipate any candidate will be unavailable to serve. In the event that any of the nominees should be unavailable for election as a result of an unexpected occurrence, shares may be voted for the election of such substitute nominee as the Board may nominate. In the alternative, if a vacancy remains, the Board may fill such vacancy at a later date or reduce the size of the Board, subject to certain requirements in our certificate of incorporation. The Board knows of no reason why any of the nominees would be unavailable or unable to serve. Messrs. Höttges, Almeida, Claure, Dannenfeldt, Illek, Kavanaugh, Kübler, and Langheim, 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. |

  28. Cybersecurity

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

  29. Cybersecurity

    | ■ PROXY STATEMENT 2025 | 27 |

  30. Cybersecurity

    | Director Since: 2023 Age: 48 Board Committees: Nominating and Corporate Governance | André Almeida EXPERIENCED TELECOMMUNICATIONS EXECUTIVE FORMER HEAD OF INVESTMENT AND PORTFOLIO MANAGEMENT OF DEUTSCHE TELEKOM AG FORMER CHIEF MARKETING OFFICER OF TELEKOM DEUTSCHLAND Biography: Mr. Almeida is an experienced telecommunications executive with demonstrated success in the telecommunications and media industries with a focus in end to end and full profit and loss responsibility across the consumer and B2B segments. He served as Deutsche Telekom’s head of Investment and Portfolio Management from May 2021 to December 2024. 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 |

  31. Cybersecurity

    | 28 | PROXY STATEMENT 2025 ■ |

  32. Cybersecurity

    | 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; Brightstar Capital Partners, a private investment firm focused on middle-market companies, where he is Co-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: 54 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 2025 | 29 |

  34. Cybersecurity

    | Director Nominee Age: 58 Other Public Company Boards: Ceconomy AG Nokia Oyi | Thomas Dannenfeldt CHAIRMAN, SUPERVISORY BOARD OF CECONOMY AG DIRECTOR, NOKIA OYI Biography: Mr. Dannenfeldt currently serves as the Chairman of the Supervisory Board of Ceconomy AG, the largest European consumer electronic retailer, since February 2021. Additionally, since April 2020, he serves on the Board of Directors of Nokia Oyi (“Nokia”), one of the leading European telecommunications infrastructure providers. He is the Chairman of the Personnel Committee of the Board of Directors of Nokia. Mr. Dannenfeldt previously served as the Chief Financial Officer of Deutsche Telekom, from January 2014 to December 2018. Prior to that, he was Finance Director of Telekom Deutschland from April 2010 to December 2013. Mr. Dannenfeldt started his career at Deutsche Telekom in 1992 and has more than 20 years of experience in various leadership roles in sales, marketing and finance in the national and international mobile and fixed line telecommunications business. He also served on the Board of Directors of Virgin Mobile in the UK in 2003 and 2004, as well as the Chairman of the Board of Directors of EE Limited in 2014 and 2015. He holds a Master’s degree in Mathematical Economics from the University of Trier, Germany. Qualifications and Skills Supporting Election to the Board: Expertise in global telecommunications industry Expertise in strategy, business and finance Experience in accounting and internal controls Experience as a director, including as Chairman of personnel committee Experience in mergers and acquisitions |

  35. Cybersecurity

    | 30 | PROXY STATEMENT 2025 ■ |

  36. Cybersecurity

    | 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: 2013 Age: 71 Other Public Company Boards: Novartis AG (2003 to 2021) ICF International Inc. Stryker Corporation (2009 to 2024) Board Committees: Audit (Chair) | | Timotheus Höttges CHIEF EXECUTIVE OFFICER OF DEUTSCHE TELEKOM Biography: Since January 2014, Mr. Höttges has served as the 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: 62 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) |

  37. Cybersecurity

    | ■ PROXY STATEMENT 2025 | 31 |

  38. Cybersecurity

    | Director Since: 2018 Age: 60 Board Committees: CEO Selection Compensation Executive Transaction | 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 has served as a 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 |

  39. Cybersecurity

    | Director Since: 2023 Age: 58 Board Committees: Audit | James J. 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 |

  40. Cybersecurity

    | 32 | PROXY STATEMENT 2025 ■ |

  41. Cybersecurity

    | Raphael Kübler SENIOR VICE PRESIDENT OF THE CORPORATE OPERATING OFFICE OF DEUTSCHE TELEKOM Biography: In January 2014, Mr. Kübler assumed the position of Senior Vice President of the Corporate Operating Office of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, and he reports directly to the Chief Executive Officer of Deutsche Telekom. From July 2009 to December 2013, Mr. Kübler served as Senior Vice President Group Controlling at Deutsche Telekom. In this position, he was responsible for the financial planning, analysis and steering of the overall Deutsche Telekom Group as well as the financial management of central headquarters and shared services. From November 2003 to June 2009, Mr. Kübler served as Chief Financial Officer of T-Mobile Deutschland GmbH, the mobile operations of Deutsche Telekom in Germany, now known as Telekom Deutschland GmbH (a wholly owned subsidiary of Deutsche Telekom). Mr. Kübler studied Business Administration at H.E.C. in Paris and the Universities of Bonn and Cologne. He holds a doctoral degree from the University of Cologne. Qualifications and Skills Supporting Election to the Board: Expertise in global telecommunications industry Core business, management and leadership skills Complex financial management experience | Director Since: 2013 Age: 62 Other Public Company Boards: BT Group Ströer Management SE (2018-2022) Board Committees: Compensation Executive Nominating and Corporate Governance |

  42. Cybersecurity

    | ■ PROXY STATEMENT 2025 | 33 |

  43. Cybersecurity

    | Director Since: 2013 Age: 59 Board Committees: CEO Selection Executive Transaction (Chair) | Thorsten Langheim MEMBER OF THE DEUTSCHE TELEKOM AG BOARD OF MANAGEMENT, USA AND GROUP DEVELOPMENT Biography: Mr. Langheim joined the Board of Management of Deutsche Telekom, our significant stockholder and a leading integrated telecommunications company, on January 1, 2019, where he is responsible for the “USA and Group Development” Board department, overseeing Deutsche Telekom’s U.S. business as well as corporate development, portfolio strategy and group M&A activities. This includes overseeing Deutsche Telekom’s 12% stake in BT Group as well as the management of Deutsche Telekom’s subsidiary Deutsche Funkturm. In addition, Mr. Langheim also serves as the Chairman and Co-founder of Deutsche Telekom Capital Partners, where he is responsible for the venture capital and private equity activities of Deutsche Telekom. Prior to that, from 2009 to December 2018, he first served as Senior Vice President of Corporate Development and then as Executive Vice President Group Development at Deutsche Telekom. Prior to his roles at Deutsche Telekom, Mr. Langheim was Managing Director at the Private Equity Group of The Blackstone Group, an asset management and financial services company, from May 2004 to June 2009, primarily focusing on private equity investments in Germany. Before that, Mr. Langheim was Investment Banker and Vice President European M&A at J.P. Morgan in London and Assistant Director at WestLB in Düsseldorf between 1995 and 2004. Mr. Langheim is a member of the Supervisory Board of Deutsche Sporthilfe 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 |

  44. Cybersecurity

    | 34 | PROXY STATEMENT 2025 ■ |

  45. Cybersecurity

    | 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: 60 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 | | 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: 2021 Age: 66 Other Public Company Boards: Parsons Corporation COPT Defense Properties Chain Bridge I (2021 to December 2023) Board Committees: Nominating and Corporate Governance Committee |

  46. Cybersecurity

    | ■ PROXY STATEMENT 2025 | 35 |

  47. Cybersecurity

    | Director Since: 2018 Age: 55 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 | | Director Since: 2013 Age: 61 Lead Independent Director Other Public Company Boards: Black Hills Corporation First Interstate BancSystem, Inc. (2012 to 2020) Board Committees: Audit CEO Selection Nominating and Corporate Governance (Chair) | Teresa A. Taylor CHIEF EXECUTIVE OFFICER OF BLUE VALLEY ADVISORS, LLC Biography: Since April 2011, Ms. Taylor has served as Chief Executive Officer of Blue Valley Advisors, LLC, an advisory firm. Ms. Taylor served as Chief Operating Officer of Qwest Communications, Inc., a telecommunications carrier, from August 2009 to April 2011. She served as Qwest’s Executive Vice President, Business Markets Group, from January 2008 to April 2009 and served as its Executive Vice President and Chief Administrative Officer from December 2005 to January 2008. Ms. Taylor served in various positions with Qwest and the former US West beginning in 1987. During her 24-year tenure with Qwest and US West, she held various leadership positions and was responsible for strategic planning and execution, sales, marketing, product, network, information technology, human resources and corporate communications. Ms. Taylor holds a Bachelor of Science degree from the University of Wisconsin-LaCrosse. Qualifications and Skills Supporting Election to the Board: Expertise in technology, media and telecommunications industries Expertise in strategic planning and execution, technology development, human resources, labor relations and corporate communications Public company director and committee experience |

  48. Cybersecurity

    | 36 | PROXY STATEMENT 2025 ■ |

  49. 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.”

  50. Cybersecurity

    | Name | Age | Position | | G. Michael Sievert | 55 | President and Chief Executive Officer | | Peter Osvaldik | 47 | Executive Vice President and Chief Financial Officer | | Néstor Cano | 61 | Executive Vice President, Transformation and Chief Information and Digital Officer | | Ulf Ewaldsson | 59 | President, Technology | | Callie R. Field | 46 | President, Business Group | | Jonathan A. Freier | 49 | President, Consumer Group | | Srinivasan Gopalan | 54 | Chief Operating Officer | | Michael J. Katz | 46 | President, Marketing, Strategy and Products | | Deeanne King | 58 | Executive Vice President and Chief People Officer | | Mark W. Nelson | 57 | Executive Vice President and General Counsel |

  51. Cybersecurity

    | PETER OSVALDIK |

  52. 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.

  53. Cybersecurity

    | NÉSTOR CANO |

  54. 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.

  55. Cybersecurity

    | ■ PROXY STATEMENT 2025 | 37 |

  56. Cybersecurity

    Executive Officers

  57. Cybersecurity

    | ULF EWALDSSON |

  58. 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 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.

  59. Cybersecurity

    | CALLIE R. FIELD |

  60. 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.

  61. Cybersecurity

    | JONATHAN A. FREIER |

  62. 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.

  63. Cybersecurity

    | SRINIVASAN GOPALAN |

  64. Cybersecurity

    Mr. Gopalan has served as our Chief Operating Officer since March 2025, bringing extensive experience in technology, telecommunications and business operations, and a proven track record of operational excellence, digital transformation and customer-centric strategies. From August 2022 to February 2025, he served as a member of the Company’s Board of Directors. From October 2020 to February 2025, he served as the Managing Director of Telekom Deutschland GmbH. There, he doubled the company’s growth rate, scaled fiber to connect millions of homes, and achieved record mobile market share. From January 2017 to October 2020, he served as a member of the Board of Management of Deutsche Telekom, responsible for the Europe segment. Prior to Deutsche Telekom, Mr. Gopalan held top roles at Bharti Airtel, Capital One, and Vodafone, where he spearheaded growth strategies that positioned those businesses as leaders in highly competitive industries, including using data and digital strategies to provide impactful solutions for consumers. Mr. Gopalan studied business administration at St. Stephen’s College in New Delhi and earned his Master of Business Administration at Indian Institute of Management in Ahmedabad, India.

  65. Cybersecurity

    | MICHAEL J. KATZ |

  66. 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

  67. Cybersecurity

    | 38 | PROXY STATEMENT 2025 ■ |

  68. Cybersecurity

    Executive Officers 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.

  69. Cybersecurity

    | DEEANNE KING |

  70. 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.

  71. Cybersecurity

    | MARK W. NELSON |

  72. 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.

  73. Cybersecurity

    | ■ PROXY STATEMENT 2025 | 39 |

  74. 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, 2025. 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. We expect representatives of Deloitte to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions by stockholders.

  75. Cybersecurity

    | | OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025 |

  76. WHAT WE DO

    | | Independent compensation consultant |

  77. WHAT WE DO

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

  78. WHAT WE DON’T DO

    | | No guaranteed bonuses |

  79. WHAT WE DON’T DO

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

  80. WHAT WE DON’T DO

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

  81. 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 2024 or currently exists that would prevent Mercer from serving as an independent consultant to the Compensation Committee.

  82. 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. 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 “Sievert Employment Agreement”). The Sievert Employment Agreement provides that (i) Mr. Sievert’s annual base salary for 2024 would be increased to the greater of $1,850,000 and the median annual base salary for chief executive officers in our then-current peer group as of January 1, 2024; (ii) the aggregate target grant-date value of Mr. Sievert’s long-term incentive (“LTI”) awards granted during 2024 would be increased to the greater of $19,000,000, the 60th percentile of the aggregate target grant date value of annual LTI awards for chief executive officers in our peer group, and the aggregate target grant-date value of his 2023 annual LTI awards; and (iii) 60% of the time-based RSUs granted to Mr. Sievert as annual LTI awards during 2024 would 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 these provisions, the Company, along with the Compensation Committee and their consultant, determined that (x) the median annual base salary for chief executive officers in our peer group as of January 1, 2024 was $1,445,000 and, accordingly, increased Mr. Sievert’s base salary to $1,850,000 (which was greater than such median) on January 1, 2024, (y) the 60th percentile of the aggregate target grant-date value of annual LTI awards for chief executive officers in our peer group as of January 1, 2024 was $20,853,000 and, accordingly, Mr. Sievert’s annual LTI awards granted in 2024 had a target grant-date value of $20,853,000, and (z) 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.

  83. 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 2024 peer group was established effective as of January 1, 2022 and reaffirmed by the Compensation Committee effective September 18, 2023, and was used to set executive compensation for 2024. Our 2024 peer group was the same as our 2023 peer group, except that 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 2024 peer group of 13 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, 2024.

  84. EXECUTIVE COMPENSATION PEER GROUP

    | ■ PROXY STATEMENT 2025 | 45 |

  85. T-Mobile Executive Compensation Peer Group

    T-Mobile Executive Compensation Peer Group

  86. T-Mobile Executive Compensation Peer Group

    | Peer Company | Revenue (in billions) As of Peer Fiscal Year-End ($) | Market Capitalization (in billions) As of December 31, 2024 ($) | | AT&T, Inc. | 122.34 | 163.38 | | Charter Communications, Inc. | 55.09 | 48.74 | | Cisco Systems, Inc. | 53.80 | 235.78 | | Comcast Corp. | 123.73 | 143.61 | | Intel Corp. | 53.10 | 86.48 | | International Business Machines Corp. | 62.75 | 203.26 | | Liberty Global plc | 4.34 | 4.63 | | Lumen Technologies, Inc. | 13.11 | 5.39 | | Microsoft Corp. | 245.12 | 3,133.80 | | Oracle Corp. | 52.96 | 466.08 | | QUALCOMM Incorporated | 38.96 | 170.67 | | The Walt Disney Company | 91.36 | 201.65 | | Verizon Communications Inc. | 134.79 | 168.34 | | Median | 55.09 | 168.34 | | T-Mobile US, Inc. | 81.40 | 256.15 |

  87. 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 Sievert Employment Agreement (as further discussed below under “—Employment Arrangements”). For 2024, 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.

  88. TARGET TOTAL DIRECT COMPENSATION

    | Officer | Base Salary ($) | Target STIP Percent(1) | Target STIP Value ($) | Total Target Cash ($) | Target LTI Percent(2) | Target LTI Value ($) | Total Direct Compensation ($) | | G. Michael Sievert | 1,850,000 | 250% | 4,625,000 | 6,475,000 | —(3) | 20,853,000 | 27,328,000 | | Peter Osvaldik | 975,000 | 200% | 1,950,000 | 2,925,000 | 250% | 7,312,500 | 10,237,500 | | Mark W. Nelson | 975,000 | 185% | 1,803,750 | 2,778,750 | 250% | 6,946,875 | 9,725,625 | | Michael J. Katz | 850,000 | 185% | 1,572,500 | 2,422,500 | 250% | 6,056,250 | 8,478,750 | | Jonathan A. Freier | 825,000 | 185% | 1,526,250 | 2,351,250 | 225% | 5,290,313 | 7,641,563 | | Callie R. Field | 825,000 | 185% | 1,526,250 | 2,351,250 | 225% | 5,290,313 | 7,641,563 |

  89. TARGET TOTAL DIRECT COMPENSATION

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

  90. TARGET TOTAL DIRECT COMPENSATION

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

  91. TARGET TOTAL DIRECT COMPENSATION

    | 3 | Mr. Sievert’s target LTI value for 2024 was determined based on the peer group comparative provisions in the Sievert Employment Agreement (as further discussed below under “—Employment Arrangements”). |

  92. ANNUAL BASE SALARIES

    ANNUAL BASE SALARIES Base salary is designed to provide a competitive fixed component of income. Base salaries for our Named Executive Officers are set by the Compensation Committee, with assistance from the Compensation Committee’s independent compensation consultant, after consideration of various factors including individual performance, executive experience and skill set, retention considerations, and market data. In particular, the Compensation Committee focuses on how base salary levels may impact the market competitiveness of an executive’s total compensation opportunity. Except for Mr. Sievert, whose base salary increase was made in accordance with the terms of the terms of the Sievert Employment Agreement (as further discussed above under “-Approach to Benchmarking Compensation”), the base salary increases for our Named Executive Officers were made in order to bring each executive’s salary in line with the base salaries of comparable executive officers in our peer group. See further discussion under “— Factors Considered in Determining Executive Compensation” above. At the December 2023 Compensation Committee meeting, the Compensation Committee approved the following base salaries of the Named Executive Officers for 2024:

  93. ANNUAL SHORT-TERM INCENTIVES

    ANNUAL SHORT-TERM INCENTIVES Our executive officers are eligible for annual cash-based short-term incentive awards which are granted under the T-Mobile US. Inc. 2023 Incentive Award Plan (the “2023 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 2023 Plan are established at threshold, target and maximum levels. The maximum payout 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 2024 short-term incentive plan (the “2024 STIP”) awards for our executive officers, including the Named Executive Officers, were based entirely on Company performance, which was measured by: 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 2024 STIP. If none of the performance thresholds had been achieved during 2024, no awards would have been paid.

  94. ANNUAL SHORT-TERM INCENTIVES

    | ■ PROXY STATEMENT 2025 | 47 |

  95. ANNUAL SHORT-TERM INCENTIVES

    | Metric | Weight | Threshold Performance (in millions) | Target Performance (in millions) | Maximum Performance (in millions) | Actual Performance (in millions) | Achievement | | Service Revenue(1) | 20% | $63,460 | $66,460 | $67,210 | $66,890 | 157% | | Total Net Additions(2) | 20% | 4.022 | 6.022 | 6.772 | 6.427 | 154% | | Core Adjusted EBITDA(1) (4) | 30% | $29,400 | $31,400 | $32,150 | $31,771 | 149% | | Adjusted Free Cash Flow(3) (4) | 30% | $15,250 | $16,500 | $17,250 | $17,424 | 200% | | Total Corporate Attainment | | | | | | 167% |

  96. ANNUAL SHORT-TERM INCENTIVES

    | 1 | In connection with our annual short-term incentives, actual performance of Service Revenue equals Total Service Revenues for the full year 2024 as reported in our Annual Report on Form 10-K, further adjusted by our Compensation Committee for the impact of (a) certain aspect of the discontinuation of the Affordable Connectivity Program (the “ACP”), (b) the timing for the closing of the acquisition of the Ka’ena Corporation and its subsidiaries (the “Mint transaction”), and (c) certain 2024 device promotions. Actual performance of Core Adjusted EBITDA equals Core Adjusted EBITDA for the full year 2024 as reported in our Annual Report on Form 10-K, further adjusted for the impact of (a) certain aspect of the discontinuation of the ACP, (b) the Mint transaction closing timing, (c) certain 2024 device promotions, (d) the sale of certain IP addresses, and (e) a spectrum gain. |

  97. ANNUAL SHORT-TERM INCENTIVES

    | 2 | In connection with our annual short-term incentives, actual performance of Total Net Customer Additions equals Total Net Customer Additions for the full year 2024 as reported in our Annual Report on Form 10-K, further adjusted by our Compensation Committee for the impact of the Mint transaction closing timing. |

  98. ANNUAL SHORT-TERM INCENTIVES

    | 3 | In connection with our annual short-term incentives, actual performance of Adjusted Free Cash Flow equals Adjusted Free Cash Flow for the full year 2024 as reported in our Annual Report on Form 10-K, further adjusted by our Compensation Committee for the impact of (a) certain aspect of the discontinuation of the ACP, (b) the Mint transaction closing timing, (c) the difference between the actual payment amount and the planned payment amount in connection with the data breach reported by the Company in August 2021, and (d) cash payments made in excess of the planned amount. |

  99. 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. |

  100. ANNUAL SHORT-TERM INCENTIVES

    The Company performed above target levels with respect to all four performance metrics in 2024. Overall performance under the 2024 STIP, determined based on actual performance for each performance metric and the relative weighting of each such metric, was achieved at 167% of target. The following table shows the payouts under the 2024 STIP for each Named Executive Officer based on these performance results.

  101. ANNUAL SHORT-TERM INCENTIVES

    | Officer | Base Earnings(1) ($) | Target 2024 STIP Percent (as a % of Base Salary) | Target 2024 STIP Value ($) | Company Attainment | Total 2024 STIP Payout Value ($) | | G. Michael Sievert | 1,850,000 | 250% | 4,625,000 | 167% | 7,723,750 | | Peter Osvaldik | 975,000 | 200% | 1,950,000 | 167% | 3,256,500 | | Mark W. Nelson | 975,000 | 185% | 1,803,750 | 167% | 3,012,263 | | Michael J. Katz | 850,000 | 185% | 1,572,500 | 167% | 2,626,075 | | Jonathan A. Freier | 825,000 | 185% | 1,526,250 | 167% | 2,548,838 | | Callie R. Field | 825,000 | 185% | 1,526,250 | 167% | 2,548,838 |

  102. 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 the Sievert Employment Agreement. |

  103. ANNUAL SHORT-TERM INCENTIVES

    | 48 | PROXY STATEMENT 2025 ■ |

  104. 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 while PRSUs cliff vest after three years. RSUs and PRSUs both 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, as well as a direct linkage to stockholder interests. For 2024, 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”) as reported in our Annual Report on Form 10-K 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, as well as vested RSUs, are settled in shares of our common stock, and earned FCF PRSUs are settled in cash (with the amount of cash paid based on the value of our common stock).

  105. 2024 Long-Term Incentive Structure

    2024 Long-Term Incentive Structure

  106. LONG-TERM INCENTIVE AWARDS GRANTED IN 2024

    LONG-TERM INCENTIVE AWARDS GRANTED IN 2024 On February 15, 2024, we granted annual long-term incentive awards to our Named Executive Officers. Each Named Executive Officer received half of the aggregate value of their 2024 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 2024 generally vest annually in three equal tranches over a three-year period commencing on the grant date, subject to the Named Executive Officer’s continued service through the applicable vesting date. The annual PRSU awards for 2024 generally cliff vest at the conclusion of a three-year performance period ending on the third anniversary of the grant date (for PRSUs vesting based on RTSR) or ending on December 31, 2026 (for PRSUs vesting based on FCF performance), 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.

  107. 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 2024 Grants of Plan-Based Awards Table below.

  108. FCF PRSUs

    | 2024-2027 PRSU Award Absolute FCF Design | | | FCF Achievement | Adjustment Percentage(1) | | Below Threshold | 0% | | Threshold | 25% | | Target | 100% | | Maximum | 200% |

  109. 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 2024 PRSU awards is generally measured against our compensation peer group, consisting of 13 companies: AT&T, Charter Communications, Cisco Systems, Comcast, 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.

  110. Annual Grants in 2024

    Annual Grants in 2024 The total 2024 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 on February 15, 2024 was established as the total grant-date target value multiplied by the award mix (50% PRSU, 50% RSU) 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.

  111. Annual Grants in 2024

    | Officer | Total 2024 Grant Target Value ($) | Number of Time-Based RSUs (#) | Target Number of R-TSR Performance- Based RSUs (#) | Target Number of FCF Performance- Based RSUs (#) | | G. Michael Sievert | 20,853,000 | 64,093 | 41,661 | 22,432 | | Peter Osvaldik | 7,312,500 | 22,476 | 14,610 | 7,866 | | Mark W. Nelson | 6,946,875 | 21,352 | 13,879 | 7,473 | | Michael J. Katz | 6,056,250 | 18,614 | 12,100 | 6,514 | | Jonathan A. Freier | 5,290,313 | 16,260 | 10,569 | 5,691 | | Callie R. Field | 5,290,313 | 16,260 | 10,569 | 5,691 |

  112. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024

    PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024 The annual PRSUs granted in 2021 on March 4, 2021 to each of the Named Executive Officers who were then-employed by us had a three-year performance period that ended on March 4, 2024 (for PRSUs vesting based on RTSR) or ending on December 31, 2024 (for PRSUs vesting based on FCF performance) and vested based on the level of RTSR or FCF performance (as applicable) 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 applicable performance period, 131% of the target RTSR award was earned for each Named Executive Officer, and based on the Company’s FCF performance at the end of the applicable performance period, 150% of the target FCF award was earned for each Named Executive Officer. The number of 2021 PRSUs earned by each such Named Executive Officer and paid in 2024 is set forth in the table below.

  113. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024

    | Officer | Target Annual 2021 RTSR PRSUs (#) | RTSR Adjustment Percentage (%) | Earned PRSUs (#) | | G. Michael Sievert | 37,268 | 131% | 48,821 | | Peter Osvaldik | 12,260 | 131% | 16,060 | | Michael J. Katz | 7,357 | 131% | 9,637 | | Jonathan A. Freier | 7,357 | 131% | 9,637 | | Callie R. Field | 7,357 | 131% | 9,637 |

  114. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024

    | Officer | Target Annual 2021 FCF PRSUs (#) | FCF Adjustment Percentage (%) | Earned PRSUs (#) | | G. Michael Sievert | 20,067 | 150% | 30,100 | | Peter Osvaldik | 6,601 | 150% | 9,901 | | Michael J. Katz | 3,960 | 150% | 5,940 | | Jonathan A. Freier | 3,960 | 150% | 5,940 | | Callie R. Field | 3,960 | 150% | 5,940 |

  115. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024

    Pursuant to the offer of employment letter with Mr. Nelson that became effective on October 11, 2021 (the “Nelson Offer Letter”), which is further described below, in October 2021, we granted Mr. Nelson a one-time PRSU award with a target value of $7,250,000 (the “Nelson Sign-On PRSUs”) in connection with his appointment as our Executive Vice President and General Counsel. The Nelson Sign-On PRSUs were generally subject to the same terms and conditions (including vesting conditions and performance conditions) applicable to annual awards of PRSUs vesting based on RTSR granted to the Named Executive Officers on March 4, 2021, except that the performance period applicable to the Nelson Sign-On PRSUs was the three-year period ending on October 11, 2024 (which is the third anniversary of the date on which he commenced employment with us) and the number of Nelson Sign-On PRSUs eligible to vest ranged from 100% to 200% of the target number of Nelson PRSUs.

  116. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024

    | ■ PROXY STATEMENT 2025 | 51 |

  117. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024

    The number of PRSUs earned by Mr. Nelson and paid in 2024 pursuant to such one-time 2021 award is set forth in the table below.

  118. PERFORMANCE-BASED LONG-TERM INCENTIVE AWARDS VESTED IN 2024

    | Officer | Grant Date | Target Number of Nelson Sign-On PRSUs (#) | RTSR Adjustment Percentage (%) | Earned PRSUs (#) | | Mark W. Nelson | 10/11/2021 | 56,329 | 158% | 88,999 |

  119. 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 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 Sprint Corporation Amended and Restated 2015 Omnibus Incentive Plan (the “2015 Plan”), the T-Mobile US, Inc. 2013 Omnibus Incentive Plan (the “2013 Plan”), the 2023 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 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.”

  120. TAX AND ACCOUNTING CONSIDERATIONS

    TAX AND ACCOUNTING CONSIDERATIONS Section 162(m) of the Code. Internal Revenue Code (“Code”) Section 162(m) generally disallows an income tax deduction to public companies for annual compensation in excess of $1 million paid to the chief executive officer and other “covered employees.” While we may take into account deductibility of compensation when making compensation decisions, we believe that maintaining the discretion to evaluate the performance of our executive officers through the use of performance-based compensation is an important part of our responsibilities and benefits our stockholders, even if it may be non-deductible under Code Section 162(m). Accordingly, the Compensation Committee retains the discretion and flexibility to design and administer compensation programs that are in the best interests of the Company and its stockholders. Section 280G of the Code. Code Section 280G disallows a tax deduction with respect to excess parachute payments to certain executives of companies which undergo a change in control. In addition, Code Section 4999 imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change in control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from long-term incentive plans including RSUs, PRSUs and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Code Section 280G based on the executive’s prior compensation. As discussed above, we do not provide tax gross-ups on income attributable to severance or other payments that are deemed made in connection with a change in control.

  121. TAX AND ACCOUNTING CONSIDERATIONS

    Section 409A of the Code. Code Section 409A requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Failure to satisfy these requirements can expose employees and directors to accelerated income tax liabilities, substantial additional taxes and interest on their vested compensation under such plans. Accordingly, it is our intention to design and administer our compensation and benefit plans and arrangements for all of our employees and directors, including our Named Executive Officers, so that they are either exempt from, or satisfy the requirements of, Code Section 409A. Accounting for Stock-Based Compensation. We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for stock-based compensation awards. ASC Topic 718 requires companies to calculate the grant-date “fair value” of their stock-based awards using a variety of assumptions. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award. Grants of PRSUs, RSUs and other equity-based awards under equity incentive award plans have been and will be accounted for under ASC Topic 718. We expect that we will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives. For further information on our accounting for our stock-based compensation awards, refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

  122. 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.

  123. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table sets forth certain information with respect to compensation for the years ended December 31, 2024, 2023 and 2022 earned by or paid to our Named Executive Officers.

  124. 2024 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 | 2024 | 1,848,077 | — | 20,422,982 | — | 7,723,750 | 45,437 | 30,040,245 | | President & Chief Executive Officer | 2023 | 1,748,414 | — | 29,281,807 | — | 6,387,500 | 71,131 | 37,488,851 | | | 2022 | 1,664,285 | — | 20,175,892 | — | 7,128,588 | 91,282 | 29,060,048 | | Peter Osvaldik | 2024 | 975,000 | — | 7,161,891 | — | 3,256,500 | 14,130 | 11,407,521 | | Executive Vice President and Chief Financial Officer | 2023 | 950,000 | — | 17,594,929 | — | 2,565,950 | 13,200 | 21,124,079 | | | 2022 | 800,000 | — | 6,864,054 | — | 2,394,000 | 12,200 | 10,070,254 | | Mark W. Nelson | 2024 | 975,000 | — | 6,803,731 | — | 3,012,263 | 14,291 | 10,805,285 | | Executive Vice President and General Counsel | 2023 | 950,000 | — | 7,046,147 | — | 2,565,950 | 14,115 | 10,576,212 | | | 2022 | 950,000 | — | 8,447,371 | — | 3,005,325 | 75,472 | 12,478,167 | | Michael J. Katz | 2024 | 850,000 | — | 5,931,282 | — | 2,626,075 | 18,630 | 9,425,987 | | President, Marketing, Strategy & Products | 2023 | 800,000 | — | 5,204,908 | — | 1,752,000 | 13,200 | 7,770,108 | | Jonathan A. Freier | 2024 | 825,000 | — | 5,181,184 | — | 2,548,838 | 130,125 | 8,685,147 | | President, Consumer Group | 2023 | 790,000 | — | 4,626,009 | — | 1,730,100 | 22,506 | 7,168,616 | | Callie R. Field | 2024 | 825,000 | — | 5,181,184 | — | 2,548,838 | 13,800 | 8,568,822 | | President, Business Group | 2023 | 790,000 | — | 4,626,009 | — | 1,730,100 | 13,200 | 7,159,309 |

  125. 2024 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 anticipated accounting expense at grant and do not correspond to the actual value that will be realized by the Named Executive Officer. See Note 13 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 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 2024, assuming maximum performance, would be as follows: Mr. Sievert, $20,691,278; Mr. Osvaldik, $7,255,980; Mr. Nelson, $6,893,111; Mr. Katz, $6,009,206; Mr. Freier, $5,249,248; and Ms. Field, $5,249,248. |

  126. 2024 SUMMARY COMPENSATION TABLE

    | 2 | For 2024, represents amounts paid by the Company under the 2024 STIP, based on the achievement of certain Company performance measures during the year. For additional information, please see “— Annual Short-Term Incentives” above. |

  127. 2024 SUMMARY COMPENSATION TABLE

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

  128. 2024 SUMMARY COMPENSATION TABLE

    | Name | 401k Employer Match ($) | Security Arrangements(A) ($) | Other(B) ($) | Total ($) | | G. Michael Sievert | 13,800 | 31,637 | — | 45,437 | | Peter Osvaldik | 13,800 | — | 330 | 14,130 | | Mark W. Nelson | 13,800 | — | 491 | 14,291 | | Michael J. Katz | 13,800 | 4,830 | — | 18,630 | | Jonathan A. Freier | 13,800 | 116,325 | — | 130,125 | | Callie R. Field | 13,800 | — | — | 13,800 |

  129. 2024 SUMMARY COMPENSATION TABLE

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

  130. 2024 SUMMARY COMPENSATION TABLE

    | B. | For Messrs. Osvaldik and Nelson, 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. |

  131. 2024 SUMMARY COMPENSATION TABLE

    | ■ PROXY STATEMENT 2025 | 55 |

  132. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    2024 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, 2024 to the Named Executive Officers.

  133. 2024 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 | — | — | 231,250 | 4,625,000 | 9,250,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2024 | 2/5/2024 | — | — | — | 10,415 | 41,661 | 83,322 | — | 6,818,656 | | | PRSU FCF | 2/15/2024 | 2/5/2024 | — | — | — | 5,608 | 22,432 | 44,864 | — | 3,526,983 | | | RSU | 2/15/2024 | 2/5/2024 | — | — | — | — | — | — | 64,093 | 10,077,342 | | Peter Osvaldik | STIP | — | — | 97,500 | 1,950,000 | 3,900,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2024 | 2/5/2024 | — | — | — | 3,653 | 14,610 | 29,220 | — | 2,391,219 | | | PRSU FCF | 2/15/2024 | 2/5/2024 | — | — | — | 1,967 | 7,866 | 15,732 | — | 1,236,771 | | | RSU | 2/15/2024 | 2/5/2024 | — | — | — | — | — | — | 22,476 | 3,533,901 | | Mark W. Nelson | STIP | — | — | 90,188 | 1,803,750 | 3,607,500 | — | — | — | — | — | | | PRSU RTSR | 2/15/2024 | 2/5/2024 | — | — | — | 3,470 | 13,879 | 27,758 | — | 2,271,576 | | | PRSU FCF | 2/15/2024 | 2/5/2024 | — | — | — | 1,868 | 7,473 | 14,946 | — | 1,174,980 | | | RSU | 2/15/2024 | 2/5/2024 | — | — | — | — | — | — | 21,352 | 3,357,175 | | Michael J. Katz | STIP | | | 78,625 | 1,572,500 | 3,145,000 | — | — | — | — | — | | | PRSU RTSR | 2/15/2024 | 2/5/2024 | — | — | — | 3,025 | 12,100 | 24,200 | — | 1,980,407 | | | PRSU FCF | 2/15/2024 | 2/5/2024 | — | — | — | 1,629 | 6,514 | 13,028 | — | 1,024,196 | | | RSU | 2/15/2024 | 2/5/2024 | — | — | — | — | — | — | 18,614 | 2,926,679 | | Jonathan A. Freier | STIP | — | — | 76,313 | 1,526,250 | 3,052,500 | — | — | — | — | — | | | PRSU RTSR | 2/15/2024 | 2/5/2024 | — | — | — | 2,642 | 10,569 | 21,138 | — | 1,729,828 | | | PRSU FCF | 2/15/2024 | 2/5/2024 | — | — | — | 1,423 | 5,691 | 11,382 | — | 894,796 | | | RSU | 2/15/2024 | 2/5/2024 | — | — | — | — | — | — | 16,260 | 2,556,560 | | Callie R. Field | STIP | — | — | 76,313 | 1,526,250 | 3,052,500 | — | — | — | — | — | | | PRSU RTSR | 2/15/2024 | 2/5/2024 | — | — | — | 2,642 | 10,569 | 21,138 | — | 1,729,828 | | | PRSU FCF | 2/15/2024 | 2/5/2024 | — | — | — | 1,423 | 5,691 | 11,382 | — | 894,796 | | | RSU | 2/15/2024 | 2/5/2024 | — | — | — | — | — | — | 16,260 | 2,556,560 |

  134. 2024 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 2024 STIP. The actual amounts earned and paid for 2024 are shown in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. |

  135. 2024 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 2024. |

  136. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | 3 | 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 anticipated accounting expense at grant and do not correspond to the actual value that will be realized by the Named Executive Officer. See Note 13 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 for a summary of the assumptions we apply in calculating these amounts. |

  137. 2024 GRANTS OF PLAN-BASED AWARDS TABLE

    | 56 | PROXY STATEMENT 2025 ■ |

  138. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2024 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, 2024. Actual value received upon vesting of the PRSUs will be based on Company performance at that time. Awards granted prior to June 2024 were granted under our 2013 Plan or the 2015 Plan; awards granted after June 2024 were granted under our 2023 Plan.

  139. OUTSTANDING EQUITY AWARDS AT 2024 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(6) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(6) ($) | | G. Michael Sievert | PRSU | 2/15/2024(1) | — | — | 41,661 | 18,391,665 | | | PRSU | 2/15/2024(2) | — | — | 22,432 | 4,951,415 | | | RSU | 2/15/2024(3) | 64,093 | 14,147,248 | — | — | | | PRSU | 4/1/2023(1) | — | — | 5,166 | 2,280,582 | | | PRSU | 4/1/2023(2) | — | — | 2,782 | 614,071 | | | RSU | 4/1/2023(3) | 5,298 | 1,169,428 | — | — | | | PRSU | 4/1/2023(4) | — | — | 70,127 | 30,958,265 | | | PRSU | 2/15/2023(1) | — | — | 35,789 | 15,799,412 | | | PRSU | 2/15/2023(2) | — | — | 19,271 | 4,253,688 | | | RSU | 2/15/2023(3) | 36,707 | 8,102,336 | — | — | | | PRSU | 2/15/2022(1) | — | — | 47,727 | 21,069,561 | | | PRSU | 2/15/2022(2) | — | — | 25,698 | 11,344,639 | | | RSU | 2/15/2022(3) | 24,475 | 5,402,367 | — | — | | Peter Osvaldik | PRSU | 2/15/2024(1) | — | — | 14,610 | 6,449,731 | | | PRSU | 2/15/2024(2) | — | — | 7,866 | 1,736,262 | | | RSU | 2/15/2024(3) | 22,476 | 4,961,127 | — | — | | | PRSU | 7/5/2023(5) | — | — | 75,586 | 16,684,098 | | | PRSU | 2/15/2023(1) | — | — | 14,985 | 6,615,278 | | | PRSU | 2/15/2023(2) | — | — | 8,068 | 1,780,850 | | | RSU | 2/15/2023(3) | 15,369 | 3,392,399 | — | — | | | PRSU | 2/15/2022(1) | — | — | 16,237 | 7,167,986 | | | PRSU | 2/15/2022(2) | — | — | 8,743 | 3,859,685 | | | RSU | 2/15/2022(3) | 8,327 | 1,838,019 | — | — | | Mark W. Nelson | PRSU | 2/15/2024(1) | — | — | 13,879 | 6,127,023 | | | PRSU | 2/15/2024(2) | — | — | 7,473 | 1,649,515 | | | RSU | 2/15/2024(3) | 21,352 | 4,713,027 | — | — | | | PRSU | 2/15/2023(1) | — | — | 14,985 | 6,615,278 | | | PRSU | 2/15/2023(2) | — | — | 8,068 | 1,780,850 | | | RSU | 2/15/2023(3) | 15,369 | 3,392,399 | — | — | | | PRSU | 2/15/2022(1) | — | — | 19,983 | 8,821,695 | | | PRSU | 2/15/2022(2) | — | — | 10,759 | 4,749,668 | | | RSU | 2/15/2022(3) | 10,248 | 2,262,041 | — | — | | Michael J. Katz | PRSU | 2/15/2024(1) | — | — | 12,100 | 5,341,666 | | | PRSU | 2/15/2024(2) | — | — | 6,514 | 1,437,835 | | | RSU | 2/15/2024(3) | 18,614 | 4,108,668 | — | — | | | PRSU | 2/15/2023(1) | — | — | 11,069 | 4,886,521 | | | PRSU | 2/15/2023(2) | — | — | 5,960 | 1,315,551 | | | RSU | 2/15/2023(3) | 11,353 | 2,505,948 | — | — | | | PRSU | 2/15/2022(1) | — | — | 10,334 | 4,562,048 | | | PRSU | 2/15/2022(2) | — | — | 5,563 | 2,455,842 | | | RSU | 2/15/2022(3) | 5,299 | 1,169,648 | — | — | | Jonathan A. Freier | PRSU | 2/15/2024(1) | — | — | 10,569 | 4,665,791 | | | PRSU | 2/15/2024(2) | — | — | 5,691 | 1,256,174 | | | RSU | 2/15/2024(3) | 16,260 | 3,589,070 | — | — | | | PRSU | 2/15/2023(1) | — | — | 9,838 | 4,343,083 | | | PRSU | 2/15/2023(2) | — | — | 5,297 | 1,169,207 | | | RSU | 2/15/2023(3) | 10,090 | 2,227,166 | — | — | | | PRSU | 2/15/2022(1) | — | — | 10,334 | 4,562,048 | | | PRSU | 2/15/2022(2) | — | — | 5,563 | 2,455,842 | | | RSU | 2/15/2022(3) | 5,299 | 1,169,648 | — | — |

  140. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | ■ PROXY STATEMENT 2025 | 59 |

  141. OUTSTANDING EQUITY AWARDS AT 2024 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 (6) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (6) ($) | | Callie R. Field | PRSU | 2/15/2024(1) | — | — | 10,569 | 4,665,791 | | | PRSU | 2/15/2024(2) | — | — | 5,691 | 1,256,174 | | | RSU | 2/15/2024(3) | 16,260 | 3,589,070 | — | — | | | PRSU | 2/15/2023(1) | — | — | 9,838 | 4,343,083 | | | PRSU | 2/15/2023(2) | — | — | 5,297 | 1,169,207 | | | RSU | 2/15/2023(3) | 10,090 | 2,227,166 | — | — | | | PRSU | 2/15/2022(1) | — | — | 9,226 | 4,072,910 | | | PRSU | 2/15/2022(2) | — | — | 4,967 | 2,192,732 | | | RSU | 2/15/2022(3) | 4,731 | 1,044,274 | — | — |

  142. OUTSTANDING EQUITY AWARDS AT 2024 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). |

  143. OUTSTANDING EQUITY AWARDS AT 2024 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). |

  144. OUTSTANDING EQUITY AWARDS AT 2024 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). |

  145. OUTSTANDING EQUITY AWARDS AT 2024 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). |

  146. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | 5 | Special PRSUs granted to Mr. Osvaldik (the “2023 Special Osvaldik Award”) 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). |

  147. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE

    | 6 | Calculated based on multiplying the number of RSUs and PRSUs shown in the table by the closing price of our common stock on December 31, 2024 of $220.73 per share. The number of PRSUs shown in the table assumes achievement of the maximum level of performance (except for the 2024 FCF PRSUs, 2023 FCF PRSUs and the 2023 Special Osvaldik Award, which are disclosed at target level of performance). In calculating the number of PRSUs and their value, we are required by SEC rules to compare the Company’s performance during 2024 under each outstanding PRSU grant against the threshold, target, and maximum performance levels for the grant and report in this column the value of such award assuming achievement of the next higher performance level. For example, if the previous fiscal year’s performance was at or 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. The actual number of PRSUs, if any, that will be earned by the executive will depend on the actual performance level achieved by the Company for the applicable three-year performance period. |

  148. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024 TABLE

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024 TABLE The following table sets forth certain information with respect to RSUs and PRSUs vesting during the fiscal year ended December 31, 2024, with respect to the Named Executive Officers. We do not currently grant new awards of stock options, stock appreciation rights or similar option-like equity awards, and there were no option exercises during the fiscal year ended December 31, 2024.

  149. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024 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 | — | — | 113,410 | 18,443,895 | | Peter Osvaldik | — | — | 38,358 | 6,237,056 | | Mark W. Nelson | — | — | 106,930 | 21,857,459 | | Michael J. Katz | — | — | 24,385 | 3,963,620 | | Jonathan A. Freier | — | — | 23,754 | 3,861,669 | | Callie R. Field | — | — | 23,186 | 3,769,898 |

  150. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2024 TABLE

    | 60 | PROXY STATEMENT 2025 ■ |

  151. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    2024 NON-QUALIFIED DEFERRED COMPENSATION The following table shows the contributions, earnings and the aggregate balance of total deferrals as of December 31, 2024.

  152. 2024 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 | 2,407,735 | 827,962 | 7,484,168 | | Michael J. Katz | — | — | — | | Jonathan A. Freier | — | — | — | | Callie R. Field | — | 120,544 | 1,139,214 |

  153. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    | 1 | The amount listed in this column for Mr. Nelson was reported in the Summary Compensation Table for 2024. |

  154. 2024 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 2024. Participants choose how their deferrals (and their account balances) will be allocated among the national investment funds available under the Deferred Compensation Plan. For 2024, 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.

  155. 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.

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

    | ■ PROXY STATEMENT 2025 | 61 |

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

    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.

  158. 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 2024 total annual compensation for our median employee to be $74,097. Our Chief Executive Officer’s total annual compensation for 2024, as set forth in the 2024 Summary Compensation Table above (adjusted to include his employer-paid health benefits with respect to 2024), was $30,053,510. The estimated ratio of the total compensation of Mr. Sievert to the annual total compensation of our median employee was 406 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 68,162 individuals (including only U.S. individuals and excluding employees from the Mint transaction and Mr. Sievert) who were employed by us on December 31, 2024, the last day of the calendar year, and examining the 2024 total compensation paid to each such individual as reflected in our payroll records for 2024. 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 five 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 2024. 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 employees, consisting of the median employee and 26 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 2024 Summary Compensation Table in this proxy statement, taking into account employer-paid costs for 2024 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.

  159. PAY RATIO

    | ■ PROXY STATEMENT 2025 | 69 |

  160. 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.

  161. 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 (Adj. 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) | | 2024 | 30,040,245 | — | 70,190,679 | — | 9,778,552 | 20,462,125 | 287 | 109 | 11,339 | 17,032 | | 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 |

  162. 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: |

  163. Pay Versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | G. Michael Sievert | Peter Osvaldik, Mark W. Nelson, Michael J. Katz, Jonathan A. Freier, Callie R. Field | | 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, Neville R. Ray, Peter A. Ewens, David A. Miller, David R. Carey |

  164. 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”: |

  165. Pay Versus Performance

    | | 2024 | | | | Mr. Sievert ($) | Average Non-PEO NEOs ($) | | Summary Compensation Table Total | 30,040,245 | 9,778,552 | | Adjustments | | | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable Fiscal Year | (20,422,982) | (6,051,854) | | 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 | 30,582,514 | 9,062,396 | | Increase 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 | 30,039,861 | 6,736,393 | | Deduction/Increase 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 | (48,959) | 936,639 | | TOTAL ADJUSTMENTS | 40,150,434 | 10,683,573 | | Compensation Actually Paid | 70,190,679 | 20,462,125 |

  166. 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. |

  167. Pay Versus Performance

    | 70 | PROXY STATEMENT 2025 ■ |

  168. 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. |

  169. 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 2024 to the Company’s performance. For the year ended December 31, 2020, Adjusted Free Cash Flow excluded gross payments for the settlement of interest rate swaps. See Appendix A to this Proxy Statement for a reconciliation of Adjusted Free Cash Flow, and Adjusted Free Cash Flow, excluding gross payments for the settlement of interest rate swaps, non-GAAP measures, to the most directly comparable GAAP measure. |

  170. 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 2024:

  171. 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 | | Adj. Free Cash Flow | | | 2020 to 2024 | -51% | | -44% | | 187% | | 9% | | 270% | | 468% | |

  172. 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 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs decreased by 51% and 44%, respectively, compared to a 187% 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 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs decreased by 51% and 44%, respectively, compared to a 270% 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 2024, the compensation actually paid to our PEO and the average of the compensation actually paid to the Non-PEO NEOs decreased by 51% and 44%, respectively, compared to a 468% 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 increased by 9% from 2020 to 2024 as compared to the Company’s TSR, which increased by 187% 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.

  173. 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, 2024:

  174. PAY VERSUS PERFORMANCE TABULAR LIST

    | Service Revenue; |

  175. PAY VERSUS PERFORMANCE TABULAR LIST

    | Core Adjusted EBITDA; and |

  176. PAY VERSUS PERFORMANCE TABULAR LIST

    | Adjusted Free Cash Flow. |

  177. 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.

  178. PAY VERSUS PERFORMANCE TABULAR LIST

    | ■ PROXY STATEMENT 2025 | 71 |