Douglas W. Chambers
Interim President and Chief Executive Officer, UScellular (contingent upon closing) at 
TELEPHONE & DATA SYSTEMS INC /DE/
TELEPHONE & DATA SYSTEMS INC /DE/Executive
About Douglas W. Chambers
Douglas W. Chambers (age 55) is Executive Vice President, Chief Financial Officer and Treasurer of UScellular (renamed Array Digital Infrastructure, Inc. in August 2025) and a director of UScellular; he was named interim President & CEO of Array upon closing of the T‑Mobile transaction (effective Aug 1, 2025) . He is a CPA with a B.S. in Accounting from the University of Wisconsin–Madison and an MBA from Northwestern Kellogg; prior roles include TDS (2007–2018), Midway Games (2004–2007), and PricewaterhouseCoopers (1991–2004) . Performance linkages in his pay include UScellular’s annual bonus metrics (service revenue, operating cash flow, capex) and PSUs tied to Return on Capital and Simple Free Cash Flow; 2024 company performance paid at 113% and 2024 PSU attainment was 145.9% after LTICC adjustments . In 2025, management and investors credited Chambers for leading strategic alternatives execution and the launch of Array, with TDS noting “nearly two decades of contributions” .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Various roles; Partner-level experience | 1991–2004 | Built accounting/audit foundation; CPA credential |
| Midway Games, Inc. | Finance leadership | 2004–2007 | Corporate finance experience in entertainment/tech |
| Telephone and Data Systems, Inc. (TDS) | Finance leadership | 2007–2018 | Enterprise finance; pipeline to UScellular CFO |
| UScellular (Array Digital Infrastructure, Inc.) | EVP, CFO & Treasurer; Director | 2018–present | Led finance, treasury, supply chain; executed strategic transactions |
| Array Digital Infrastructure, Inc. (formerly UScellular) | Interim President & CEO | Aug 2025 | Led tower-company setup post wireless sale to T‑Mobile |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Red Cross – Southwest Wisconsin Chapter | Board Member | Not disclosed | Community engagement, governance |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $557,144 | $580,401 | $598,804 |
| Base Salary Rate Change (%) | — | — | +3.0% (to $602,447 eff. 3/1/24) |
| Target Bonus (% of base) | Not disclosed | Not disclosed | 55% |
Total cash compensation (Salary + Bonus paid for 2024 performance) was $976,909 in 2024 .
Performance Compensation
Annual bonus framework (UScellular Annual Incentive Plan) and 2024 outcomes:
| Metric | Weighting | 2024 Target | 2024 Actual | Payout vs Target | Notes/Vesting |
|---|---|---|---|---|---|
| Consolidated Total Service Revenues | 35% (50% of company perf) | $3,036M | $2,987M | 91.9% | Cash bonus paid 2025 |
| Consolidated Operating Cash Flow (Adj OIBDA) | 28% (40% of company perf) | $866M | $919M | 141.0% | Cash bonus paid 2025 |
| Consolidated Capital Expenditures | 7% (10% of company perf) | $619M | $611M | 106.4% | Cash bonus paid 2025 |
| Chair’s Assessment – Overall Company | 10% | — | — | 126.0% | Discretionary component |
| Individual Performance | 20% | — | — | Discretionary | Discretionary component |
Douglas W. Chambers’ 2024 bonus calculation:
| Element | Formula | Amount ($) |
|---|---|---|
| Base salary earnings (a) | — | $598,804 |
| Target bonus (b) | a × 55% | $329,342 |
| Company performance portion (70%) | b × 70% = $230,540 → × 113% | $260,510 |
| Chair assessment (10%) | b × 10% × 126% | $41,497 |
| Individual performance (20%) | Discretionary | $72,455 |
| Total bonus for 2024 performance paid in 2025 | Sum | $374,462 |
Long-term incentives (granted Mar 4, 2024):
| Award Type | Target Value ($) | Units Granted | Performance / Vesting |
|---|---|---|---|
| PSUs | $745,812 | 20,716 target | One-year performance (ROC 50%, Simple FCF 50%), total attainment 145.9% (incl. +24.8% adjustment), final 30,225 units; cliff vest Mar 4, 2027 |
| RSUs | $745,812 | 20,718 | Time-based vesting, 1/3 annually on each anniversary |
Equity Ownership & Alignment
| Holding Type | Unvested Units (12/31/2024) | Market/Payout Value ($) |
|---|---|---|
| 2024 RSUs | 20,718 | $1,299,433 |
| 2023 RSUs | 23,044 | $1,445,320 |
| 2022 RSUs | 22,389 | $1,404,238 |
| 2024 PSUs (final) | 30,225 | $1,895,712 |
| 2023 PSUs (final) | 41,132 | $2,579,799 |
| 2022 PSUs (final) | 20,374 | $1,277,857 |
| Total Unvested Equity | 157,882 | $9,902,359 |
Policy alignment:
- Hedging and pledging of company stock are prohibited under TDS/UScellular insider trading policies .
- No formal executive stock ownership guidelines at UScellular; director guidelines apply at TDS, but Chambers is not a TDS director .
Employment Terms
| Provision | Details |
|---|---|
| Change-in-control/Qualifying Transaction treatment (UScellular LTIPs) | If awards are not continued/assumed, outstanding awards vest based on target/actual; if continued and terminated within 2 years without cause or for good reason, RSUs vest fully and PSUs vest at target (or greater if earned), with settlement within 60 days . |
| Potential payments upon change-in-control (as of 12/31/2024) | Early vesting of unvested RSUs ($4,148,991) and PSUs ($5,879,749); total $10,028,740 (no additional cash severance disclosed for Chambers) . |
| Clawback | Incentive compensation subject to clawback upon certain financial restatements per NYSE/Dodd-Frank . |
| Perquisites and benefits (2024) | Perqs $18,685 (auto, travel, executive physical); TDSP contribution $13,110; TDS Pension Plan $15,642; SERP contribution $34,224; total “All Other” comp $81,661 . |
Compensation Structure Analysis
- Year-over-year: 2024 total compensation $2.597M vs $3.369M in 2023, driven by lower stock award value and bonus, while salary rose modestly; pay mix remains heavily variable (bonus/equity) .
- Shift to PSUs/RSUs: UScellular uses 50/50 PSUs/RSUs; PSUs tied to ROC and Simple FCF with capped maximum of 175%, indicating performance-centric design emphasizing cash generation and capital discipline .
- Peer benchmarking: Willis Towers Watson survey and custom peer group guide LTI multiples; LTICC is fully independent, reducing consultant conflicts .
- Discretionary adjustments: 2024 PSU attainment included a 24.8% discretionary adjustment (license impairment exclusion, mid-band deployment reduction), and 2022 PSU payouts were discretionarily increased to 91%—useful for retention but a potential red flag if repeated without clear rationale .
Performance & Track Record
- Strategic execution: Chambers oversaw key steps in UScellular’s strategic alternatives—sale of wireless ops/spectrum to T‑Mobile, spectrum deals with Verizon/AT&T, tower MLA with T‑Mobile; management highlighted cost optimization and improved cash flow vs targets .
- Financial discipline: Public commentary indicated post-close tower company leverage target near ~3x, with AFFO-style reporting planned post-closing—signals focus on infrastructure cash metrics and capital structure .
- Recognition: TDS thanked Chambers for “nearly two decades of contributions,” including launching Array as a standalone tower company .
Say‑on‑Pay & Shareholder Feedback
- UScellular: Shareholders overwhelmingly voted FOR Say‑on‑Pay at 2024 annual meeting; program reviewed annually with no material changes in 2024 .
Equity Ownership Guidelines, Hedging/Pledging, and Deferred Comp
- Executive stock ownership guidelines: None for UScellular executives (directors excluded) .
- Hedging/pledging: Prohibited; reduces misalignment/credit risk associated with pledged shares .
- Deferred compensation: Chambers’ SERP year‑end balance $240,638; no salary/bonus deferral balances disclosed beyond SERP .
Vesting Schedules and Insider Selling Pressure
- RSUs: 1/3 annually (time-based), creating staged supply over 3 years .
- PSUs: Fixed after certification; cliff vest after 3 years (Mar 2027 for 2024 grants), potentially creating a lump of vesting exposure in 2027 .
- Change-in-control acceleration (double trigger/framework): Could accelerate settlement within 60 days upon qualifying termination post-CIC, increasing near-term liquidity/selling overhang risk if termination occurs; Chambers’ potential accelerated equity value estimated at ~$10.0M as of 12/31/2024 .
Compensation & Ownership (Multi-year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $557,144 | $580,401 | $598,804 |
| Bonus ($) | $97,373 | $101,193 | $113,952 |
| Stock Awards ($) | $1,406,924 | $2,389,311 | $1,542,259 |
| Non-Equity Incentive ($) | $183,827 | $215,410 | $260,510 |
| All Other Comp ($) | $74,323 | $81,357 | $81,661 |
| Total ($) | $2,320,134 | $3,368,654 | $2,597,186 |
| Unvested Equity Units (year-end) | — | — | 157,882 |
| Unvested Equity Value ($, year-end) | — | — | $9,902,359 |
Employment Changes and Governance Notes
- Appointment: Interim President & CEO of Array effective upon transaction close on Aug 1, 2025 .
- MLA execution: Signed the T‑Mobile Master License Agreement as VP & Treasurer of ADI Leasing Company, LLC (affiliate) on Aug 1, 2025 .
- Board role: Director elected by UScellular Series A common; no committee assignments disclosed .
Investment Implications
- Pay-for-performance alignment: Bonus metrics (service revenue, operating cash flow, capex) and PSU metrics (ROC, Simple FCF) align incentives to cash generation and capital stewardship—positive for transition to tower/AFFO-focused model .
- Retention risk mitigants: Significant unvested RSUs/PSUs ($9.9M at year-end) with multi-year vesting plus CIC protections incentivize continuity through strategic transition; clawback and hedging/pledging prohibitions reinforce governance .
- Selling pressure signals: 2027 PSU cliff vest and any CIC-triggered settlements could create concentrated equity delivery windows; monitoring Form 4s around vest dates and post-CIC events is prudent .
- Discretion in payouts: LTICC discretion (e.g., 2024 PSU +24.8% adjustment; 2022 PSU increase to 91%) aids retention during transformation but warrants continued oversight to ensure rigor and shareholder alignment .
- Strategic competency: Chambers’ role in executing asset sales, MLA, and leverage planning suggests strong financial/operator credentials supportive of value realization in the new tower infrastructure strategy .