Dirk S. Woessner

About Dirk S. Woessner

Dirk S. Woessner, age 56, is an independent director of TDS and has served on the Board since 2022. He is Senior Vice President at Warburg Pincus Deutschland GmbH (since 2023), and previously served as CEO of CompuGroup Medical SE & Co. KGaA and CEO, Telecom Deutschland/Executive Board Member at Deutsche Telekom AG. He holds a Master’s in Chemistry from Technische Universität München and a PhD in Chemistry from Humboldt University Berlin, bringing deep global telecom, sales/marketing, and operational leadership experience to TDS’ Board .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Woessner qualifies as independent under NYSE listing standards .
• Committee assignments: Member, Compensation and Human Resources Committee (CHRC); committee met 9 times in FY2024; all members independent; CHRC charter includes executive compensation oversight and human capital responsibilities .
• Attendance: Board held 23 meetings in 2024; every director attended at least 75% of Board and applicable committee meetings .
• Engagement: The CHRC issued its report and recommended inclusion of CD&A; signatories include Woessner .
• Controlled company context: TDS is a controlled company; nonetheless it maintains a CHRC comprised solely of independent directors .

Fixed Compensation

Director Compensation Plan Structure:

• Annual cash retainer: $90,000 for non-employee directors; $110,000 if non-employee Chair; $25,000 Lead Independent Director .
• Annual equity retainer: $120,000 in TDS common shares, based on the closing price on Annual Meeting date .
• Meeting fees: $1,750 per Board/committee meeting (Audit, CHRC, CGNC) .
• 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 .
• 2024 equity grant: On May 22, 2024, each non-employee director received 6,320 common shares at $19.25 closing price; Woessner’s share count was reduced for non-resident tax withholding (grant-date value shown above) .

Performance Compensation

• Non-employee directors had no stock or option awards outstanding at December 31, 2024; no director performance-conditioned awards are disclosed for Woessner .
• CHRC’s pay-for-performance framework for executives utilizes multiple financial measures (context for Woessner’s CHRC oversight): Return on Capital, Total Operating Revenues, Adjusted EBITDA .

Other Directorships & Interlocks

• CHRC interlocks: CHRC members (including Woessner) were not officers/employees in the prior three years and had no relationships requiring Item 404 disclosure .

Expertise & Qualifications

• Global telecom leadership; extensive sales, marketing, and customer operations across fixed and mobile for consumer/business segments .
• Public company governance experience and risk/financial acumen; global perspective .
• Education: MS Chemistry (TU München); PhD Chemistry (Humboldt University Berlin) .

Equity Ownership

• Stock ownership guidelines for directors: Must own TDS Common/Series A shares with combined value of $270,000 (≥3x $90,000 cash retainer) within 3 years of Board start; Board reviews periodically .
• Hedging/pledging: Prohibited for directors; no pledging permitted under policy .
• Pledging status: Except customary brokerage terms, shares reported are generally not pledged; no pledges disclosed for Woessner .

Governance Assessment

• Strengths:

  • Independent director with relevant telecom operating experience and global perspective; contributes to CHRC oversight of executive pay/human capital .
  • Active CHRC participation (9 meetings in 2024) and signatory to CHRC report, indicating engagement in compensation risk assessment and governance .
  • Transparent director pay structure with balanced cash/equity and meeting/committee fees; equity retainer aligns with shareholder interests .
  • Board-wide attendance threshold met; high meeting cadence in 2024 underscores active oversight .

• Monitoring points:

  • Controlled company structure concentrates voting power; independence safeguards rely on voluntary practices (e.g., fully independent CHRC) .
  • Warburg Pincus role: While no Item 404 related-party transactions are disclosed involving Woessner, private equity affiliations warrant monitoring for potential transaction interlocks or conflicts if TDS engages in deals touching Warburg Pincus portfolio companies .
  • Director ownership guideline compliance for Woessner is not explicitly disclosed; continued tracking advisable given the $270,000 guideline .

RED FLAGS

• None disclosed specific to Woessner: No related-party transactions requiring Item 404 disclosure; no hedging/pledging; no director performance awards/option repricing .
• Broader TDS governance considerations (not attributable to Woessner): Significant legal services from Sidley Austin LLP with executive ties; controlled company dynamics affecting overall board independence composition .