Walter C. D. Carlson
About Walter C. D. Carlson
Walter C. D. Carlson (age 71) is Chair of the Board of Array Digital Infrastructure, Inc. (formerly UScellular) since August 1, 2025, and also President, CEO, and Chair of the Board of Telephone and Data Systems, Inc. (TDS) since February 2025; he has served as a director of Array since 1989 and is a trustee and beneficiary of the TDS Voting Trust that controls TDS and, indirectly, Array . He holds a B.A. from Yale University and a J.D. from Harvard University, and previously was Senior Counsel (through January 2025) and earlier a partner at Sidley Austin LLP . Company performance context: in 2024 Array’s TSR index value (from a $100 base in 2019) was $173.05, Net Income was $(31.6) million, and Return on Capital (ROC) was 3.5%; the board in 2025 oversaw the strategic pivot to a 4,400‑tower infrastructure business and declared a $23 per share special dividend at transaction close (Aug 2025) .
Key facts
| Item | Detail |
|---|---|
| Current roles | Chair, Array (since Aug 1, 2025); President, CEO, and Chair, TDS (since Feb 2025) |
| Array directorship | Director since 1989 (non‑independent) |
| Education | Yale (B.A.); Harvard (J.D.) |
| 2024 company TSR index (from 2019 base=$100) | $173.05 |
| 2024 Net Income; ROC | $(31,578,211); 3.5% |
| Strategic actions (2025) | Closed sale of wireless ops to T-Mobile; 4,400 owned towers; $23/share special dividend (declared Aug 1, 2025; payable Aug 19, 2025) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Array Digital Infrastructure (formerly UScellular) | Director (non‑independent); Chair (from Aug 1, 2025) | Director since 1989; Chair since 2025 | Governance continuity; led post‑divestiture board as Chair |
| Sidley Austin LLP | Senior Counsel; previously Partner | Senior Counsel 2023–Jan 2025; Partner for more than five years prior | Legal and governance expertise supporting complex transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Telephone and Data Systems, Inc. (TDS) | President, CEO, and Chair of the Board; Director | Since Feb 2025 (CEO/Chair); Director since 1981 | Controls Array via ownership and voting structure; Walter is also a trustee/beneficiary of the TDS Voting Trust |
| Aerial Communications, Inc. | Former public company director | Prior years (not specified) | Prior public board service |
Fixed Compensation
Director compensation (Array) – 2024 actuals
| Component | Amount |
|---|---|
| Fees earned (cash) | $109,250 |
| Stock awards (annual equity retainer) | $121,976 |
| Total | $231,226 |
Director pay structure (context)
- Annual cash retainer: $90,000; board/committee meeting fees: $1,750 per meeting; annual equity retainer: $120,000 in fully vested Array common shares (2,836 shares based on $43.01 close on May 21, 2024) .
- TDS employees serving as Array directors do not receive director fees from Array (relevant as Walter became TDS CEO in Feb 2025) .
Performance Compensation
- Array director equity is granted as fully vested common shares (no performance conditions); no director-level PSUs/RSUs or options disclosed for Walter at Array .
- Company incentive architecture for NEOs in 2024 (context for pay-for-performance culture):
- Annual bonus metrics/weights: Total Service Revenues (35%), Operating Cash Flow (28%), Capital Expenditures (7%), Chair’s company assessment (10%), Individual performance (20%); 2024 quantitative company factor certified at 113% .
- 2024 PSU metrics: Return on Capital (50%) and Simple Free Cash Flow (50%); certified attainment 145.9% (after discretionary adjustments) .
2024 company bonus metric results (for context)
| Metric | 2024 Result | 2024 Target | Attainment (as % of target) |
|---|---|---|---|
| Consolidated Total Service Revenues | $2,987M | $3,036M | 98.4% |
| Consolidated Operating Cash Flow | $919M | $866M | 106.2% |
| Consolidated Capital Expenditures | $611M | $619M | 98.7% |
| Weighted company factor | — | — | 113.0% |
2024 PSU metrics (for context)
| Metric | Target | Result | Attainment; Total PSU Attainment |
|---|---|---|---|
| Return on Capital | 2.80% | 2.10% | 71.0% metric attainment; Total 145.9% after adjustments |
| Simple Free Cash Flow | $246.8M | $342.1M | 74.9% metric attainment; Total 145.9% after adjustments |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Array common) | 44,628 shares (<1%) |
| Ownership as % of shares outstanding | <1% of common shares |
| Shares pledged as collateral | None indicated; pledging/hedging prohibited for directors/officers |
| Stock ownership guidelines | No formal executive ownership policy disclosed; no director ownership guideline disclosed |
| Controlling shareholder | TDS owns ~82.0% of Array’s common stock and ~95.9% of voting power (as of Aug 1, 2025) |
Governance implications:
- Walter is a trustee/beneficiary of the TDS Voting Trust that controls TDS, which in turn controls Array, reinforcing alignment with the controlling shareholder rather than minority investors .
Employment Terms
| Item | Detail |
|---|---|
| Array role classification | Executive officer (listed alongside Array’s CEO and CFO) |
| Employment agreement (Array) | Not disclosed in Array’s 2025 proxy for Walter (he is Chair/non‑employee director at Array; TDS employee as CEO) |
| Clawback | Array maintains an incentive compensation clawback policy for NEOs (Dodd-Frank/NYSE compliant) |
| Hedging/pledging | Prohibited for directors, officers, certain employees |
Board Governance, Service & Roles
| Attribute | Detail |
|---|---|
| Board service (Array) | Director since 1989; Chair since Aug 1, 2025 (succeeded LeRoy T. Carlson, Jr.) |
| Independence status | Non‑independent director |
| Committee roles | Not listed on Audit Committee (independent directors only) or TAG Committee; LTICC was dissolved in Aug 2025 with full board assuming equity plan duties |
| Board attendance | In 2024, board held 11 meetings; each director attended ≥75% of board/committee meetings |
| Executive sessions | Non‑management directors meet regularly; Walter presided over such sessions in 2024 when he was a non‑management director |
| Leadership structure | Chair and CEO roles are separate (Chair: Walter; CEO: Douglas W. Chambers) |
| Controlled company status | Array is a “controlled company” under NYSE rules and uses certain exemptions (e.g., independent majority not required) |
Other Directorships & Interlocks; Related Parties
- TDS control and roles:
- TDS, Array’s parent, holds 100% of Series A shares (10 votes/share) and a majority of Common Shares; aggregate voting power ~95.9% (as of Aug 1, 2025) .
- Walter is President, CEO, and Chair of TDS and a trustee/beneficiary of the TDS Voting Trust .
- Related party transactions (selected):
- Sidley Austin LLP provided legal services to Array/TDS ($11 million from Jan 1, 2024–Jun 30, 2025); Walter was Senior Counsel at Sidley until Jan 31, 2025, and TDS’s General Counsel is a Sidley partner .
- Intercompany arrangements with TDS: services/materials ($59 million in 2024), tax allocation (Array paid net $35 million in 2024), insurance cost sharing ($12 million in 2024), among others .
Director Compensation (Program Details)
| Element | Amount/Structure |
|---|---|
| Annual cash retainer | $90,000 |
| Annual equity retainer | $120,000 in fully vested common shares (e.g., 2,836 shares at $43.01 on May 21, 2024) |
| Meeting fees | $1,750 per board or committee meeting (Audit, LTICC) |
Note: In 2024, additional monthly compensation ($15,000/month, Jan–Nov) was approved for independent directors tied to the strategic alternatives review; Walter’s 2024 director totals are shown above from the compensation table .
Risk Indicators & Red Flags
- Controlled company with non‑independent Chair who is also the CEO/Chair of the controlling parent (TDS); family relationship with former Array Chair (LeRoy T. Carlson, Jr. is Walter’s brother) .
- Dissolution of the independent LTICC in Aug 2025; equity compensation decisions now by the full board (heightens importance of governance safeguards) .
- Significant related‑party legal spend with Sidley while Walter had a senior role at the firm until early 2025 .
- Extensive intercompany agreements with TDS; TDS influences director nominations and voting outcomes given its voting control .
Mitigants:
- Audit Committee composed entirely of independent directors and designated financial expert; quarterly oversight over financial reporting and risk; cybersecurity oversight .
- Prohibitions on hedging and pledging by directors/officers; clawback policy for NEO incentive compensation .
- Separation of Chair and CEO roles at Array .
Investment Implications
- Alignment and control: Walter’s roles as Array Chair and TDS CEO/Chair, coupled with trustee status in the TDS Voting Trust, reinforce alignment with the controlling shareholder and stable strategic oversight—but minority holders have limited influence over governance and compensation decisions given ~96% voting control by TDS .
- Selling pressure and incentives: Walter’s direct Array ownership is modest (<1%); director equity grants are fully vested at issuance, but pledging/hedging is prohibited—reducing leverage‑related selling risk; absence of executive stock ownership guidelines could be viewed as a governance gap if applied to executives (no formal executive ownership policy disclosed) .
- Governance watch items: Related‑party transactions (e.g., Sidley legal fees), the end of the LTICC, and controlled‑company exemptions warrant monitoring of equity award practices and board independence over compensation and strategic actions .
- Strategic pivot: Under Walter’s chairmanship, Array is focused on monetizing spectrum and operating a 4,400‑tower portfolio following the August 2025 divestiture, accompanied by a $23/share special dividend—key capital allocation moves likely to drive returns and cash distribution policy going forward .