Christopher D. O'Leary
TELEPHONE & DATA SYSTEMS INC /DE/About Christopher D. O'Leary
Christopher D. O’Leary, age 65, is TDS’ Lead Independent Director (elected February 2025) and a director since 2006; he is the former Executive Vice President and Chief Operating Officer–International at General Mills and holds an MBA from NYU Stern . In 2024 he chaired TDS’ Compensation and Human Resources Committee (CHRC) and served on the Audit Committee and Technology Advisory Group (TAG); the Board anticipates he will join the Corporate Governance & Nominating Committee (CGNC) and transition CHRC chair duties to Kimberly Dixon while remaining on CHRC and Audit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | EVP & COO – International; previously President, Meals Division; President, Betty Crocker; VP Corporate Strategy & M&A | 1997–2016 | Led global operations; significant marketing/operations depth |
| PepsiCo., Inc. | Numerous roles culminating in CEO & President of Hostess, Frito-Lay, Inc. | 1981–1997 | Consumer/brand leadership; large-scale P&L experience |
| KKR | Senior Advisor | 2017–2019 | Strategic advisory experience |
| Twin Ridge Capital Management | Senior Advisor | 2018–2024 | PE advisory; food sector focus |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tupperware Brands Corporation (NYSE: TUP) | Director | Since 2019 | Compensation Committee, Chair; Nominating & Governance; Audit |
| Blue Diamond Growers (private) | Director | — | — |
Board Governance
- Independence: The Board affirms O’Leary is independent under NYSE standards; TDS is a controlled company (Voting Trust >50% votes) but maintains 50% independent directors and a fully independent CHRC and Audit Committee .
- Lead Independent Director responsibilities: presides over independent sessions, liaises with Chair, reviews agendas/materials, co-leads CEO evaluation with CHRC, and may call meetings of independent directors .
- Committee assignments and anticipated changes:
- Audit Committee: Member; Audit met 10 times in 2024; all members independent .
- CHRC: Chair in 2024; CHRC met 9 times; all members independent; anticipated transition of chair to Kimberly Dixon with O’Leary remaining a member .
- TAG: Member; TAG met once in 2024; advisory-only mandate .
- CGNC: Anticipated appointment in 2025 (replacing George Off) .
- Attendance and engagement: In 2024 the Board held 23 meetings (7 regular, 16 special); each director attended ≥75% of Board and their committee meetings; all directors attended or were online at the 2024 annual meeting .
- Executive sessions: Non-management directors meet in executive session; going forward these are chaired by the Lead Independent Director (O’Leary) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (2024) | $191,000 | Includes annual/lead retainer, committee retainers, and meeting fees |
| All Other Compensation (2024) | $107 | Life insurance premium value per director policy |
| Total Cash (2024) | $191,107 | Sum of fees and other compensation |
| Director Plan – Cash Elements | Annual cash retainer $90,000; Lead Independent Director add’l $25,000; meeting fees $1,750 per Board/committee meeting; committee retainers: Audit Chair $22,000; Audit member $11,000; CHRC Chair $20,000; CHRC member $10,000; CGNC Chair $10,000; CGNC member $5,000 | Board approves all director pay |
Performance Compensation
| Equity Component | Grant Date | Units/Shares | Grant Value | Vesting/Terms |
|---|---|---|---|---|
| Annual Equity Retainer (2024) | May 22, 2024 | 6,320 Common Shares [per director] | $121,660 | Issued as Common Shares; director plan targets $120,000 value based on meeting-date price |
No options/PSUs are outstanding for non-employee directors as of 12/31/2024; director equity is delivered as Common Shares under the Directors’ Plan .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| CHRC Interlocks | CHRC members (including O’Leary) were independent; no relationships requiring Item 404 disclosure during 2024 or prior three years |
Expertise & Qualifications
- Senior leadership across global CPG, marketing, and operations; risk/financial oversight through long-standing Audit and CHRC roles .
- MBA (NYU Stern); extensive board and committee leadership, including Compensation Committee chair at a public company .
Equity Ownership
| Holder | Class | Beneficial Ownership | % of Class | Voting Power Note |
|---|---|---|---|---|
| Christopher D. O’Leary | Common Shares | 67,635 | <1% | Pledging: none, other than customary brokerage terms |
- Stock ownership guidelines: Directors must hold TDS Common/Series A shares valued at ≥$270,000 (3× current $90,000 cash retainer); reviewed periodically .
- Hedging/pledging policy: Directors/officers prohibited from hedging, short sales, pledging, or monetization transactions in TDS/UScellular securities; Insider Trading policy filed as Exhibit 19 to 2024 Form 10-K .
Governance Assessment
- Strengths:
- Lead Independent Director role formalized with clear responsibilities; O’Leary’s deep CHRC/Audit experience supports independent oversight of pay and financial reporting .
- Fully independent Audit and CHRC; robust meeting cadence (Audit 10, CHRC 9) indicates active oversight amid strategic transactions .
- Transparent director pay structure with balanced cash/equity; annual equity grants in Common Shares align director value with shareholders .
- Concerns/RED FLAGS:
- Controlled company structure and combined Chair/CEO roles concentrate power; mitigated by Lead Independent Director and independent committees .
- Board tenure concerns raised by shareholders; Board addressed via refresh (new independent director in Dec 2024) and elevating O’Leary to Lead Independent Director .
- Shareholder feedback signals: 2024 Say-on-Pay support at ~77% suggests moderate endorsement of compensation programs; continued monitoring of pay-versus-performance alignment advisable .
Potential conflicts or related-party exposure: None disclosed for O’Leary; Audit Committee oversees related-party transactions, and CHRC confirmed no interlocks/insider participation issues among its members .
Insider trades: Form 4 transaction analysis not disclosed in the proxy; no table included due to lack of filing references in the provided document.