James W. Butman
President and Chief Executive Officer, TDS Telecom at 
TELEPHONE & DATA SYSTEMS INC /DE/
TELEPHONE & DATA SYSTEMS INC /DE/Executive
Board
About James W. Butman
James W. Butman (age 67) is President and CEO of TDS Telecommunications LLC (TDS Telecom) and a non‑independent director of Telephone and Data Systems, Inc. (TDS), serving on the TDS Board since 2018. He holds a BBA in Finance from the University of Wisconsin–Eau Claire and an MBA in Finance from the University of Wisconsin–Madison, and has served in leadership roles at TDS Telecom since 1985, including COO (2016–2018) and Group President of Marketing, Sales & Customer Operations (2006–2016) . 2024 TDS Telecom performance used for executive bonus determination was 90.9% of target (with Butman’s payout adjusted to 92.8%), driven by Adjusted EBITDA outperformance versus target and mixed results across revenue, capex, and broadband net adds . TDS long‑term incentives for executives include PSUs with multi‑year financial/TSR metrics; 2022 TDS Telecom PSUs for Butman were certified at 100% with a specific adjustment to the Return on Capital metric for a 2023 goodwill impairment loss .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TDS Telecom | President & CEO | 2018–present | Leads fixed broadband buildout and operational execution; provides TDS Board operating insight from the principal wireline business . |
| TDS Telecom | Chief Operating Officer | 2016–2018 | Oversaw operations, aligning sales/marketing with service delivery for expansion and fiber initiatives . |
| TDS Telecom | Group President, Marketing, Sales & Customer Operations | 2006–2016 | Drove customer growth and revenue strategy across consumer/commercial segments . |
| TDS Telecom | Multiple leadership roles (management, sales/marketing, regulatory) | 1985–2006 | Long‑tenured operator with deep institutional knowledge of telecom regulatory and commercial drivers . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UScellular (USM) | Director | Jan 2023–present | Board oversight during strategic transactions (wireless operations and spectrum sales); industry financial/operating alignment with TDS . |
| TDS Telecom | Director | — | Subsidiary board role reinforcing alignment between corporate and operating unit strategies . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $685,700 | $720,000 | $741,600 |
| Target Bonus (%) | 90% | 90% | 90% |
| Discretionary Bonus ($) | $170,330 | $255,830 | $160,186 |
| Non‑Equity Incentive ($) | $559,860 | $458,784 | $495,507 |
| Total Cash Comp ($) | $2,919,607 | $3,344,427 | $3,729,135 |
Notes:
- For 2024 bonuses paid in 2025, Butman’s overall TDS Telecom performance factor was 92.8% (90% based on financial metrics, 10% discretionary assessment) .
- Base salary rate increased 3.0% in 2024 vs 2023 (from $720,000 to $741,600) .
Performance Compensation
Annual Bonus (2024)
| Metric | Weight | Target | Actual | Payout basis | Weighted performance |
|---|---|---|---|---|---|
| Total Revenue ($mm) | 20% (200 pts) | $1,115 | $1,061 | 95.2% of target | 75.8% |
| Adjusted EBITDA ($mm) | 40% (400 pts) | $381 | $405 | 106.2% of target | 141.5% |
| Capital Expenditures ($mm) | 20% (200 pts) | $315 | $316 | 100.4% of target | 95.7% |
| Broadband Net Adds (subs) | 20% (200 pts) | 49,000 | 20,000 | 40.7% of target | — (no points earned) |
| Overall TDS Telecom Company Performance | — | — | — | — | 90.9% |
| Butman Overall Payout vs Target | — | — | — | — | 92.8% (incl. 10% discretionary TDS Telecom assessment) |
Bonus structure: 80% based on company performance and 20% on individual performance for most TDS executives; for the TDS Telecom CEO, company performance is measured solely on TDS Telecom with a 90% financial/10% discretionary split .
PSUs – 2024 Grants (TDS Telecom measures)
| Metric | Weight | Method | Performance period | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA | 50% | Two‑year Adj. EBITDA | 2024–2025 | Time‑based vest on 3rd anniversary of grant (June 11, 2027) |
| Total Revenue | 25% | Two‑year Operating Revenue | 2024–2025 | Time‑based vest on 3rd anniversary (June 11, 2027) |
| Broadband Net Additions | 25% | Two‑year Net Adds (Expansion, ILEC, Cable) | 2024–2025 | Time‑based vest on 3rd anniversary (June 11, 2027) |
Payout range: 0–200% of target based on metric attainment; PSUs accumulate dividend equivalents but are forfeitable if performance conditions are not met .
2022 PSU outcome: 100% attainment for TDS Telecom PSUs, with CHRC adjustment to Return on Capital to neutralize 2023 goodwill impairment loss; final award 45,168 units (incl. dividend equivalents) vs 40,163 target .
RSUs – 2024 Grants
| Grant date | Units | Vesting schedule |
|---|---|---|
| June 11, 2024 | 51,993 | 1/3 on each of first, second, and third anniversaries of grant; no dividends until vested |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Common Shares) | 507,515 Common Shares as of March 3, 2025; less than 1% of class/voting power . |
| Shares acquirable within 60 days | 273,349 Common Shares (options/awards vesting within 60 days) . |
| Unvested RSUs (by grant) | 2024: 51,993; 2023: 114,724; 2022: 45,498 (market value at $34.11 as of 12/31/24 shown in proxy) . |
| Unvested PSUs | 2024 grant: 50,899 unearned units (TDS Telecom measures); 2023 grant: 99,070; 2022 grant: 45,168 (values and vest timing per proxy) . |
| Options (exercisable) | 26,470 (2021, $25.36); 40,962 (2020, $19.15); 17,259 (2019, $30.72); 73,723 (2018, $25.70); 60,835 (2017, $27.79); 54,100 (2016, $29.45); expirations per grant table . |
| Pledging/hedging | Prohibited by TDS insider trading policy; proxy notes shares listed are generally not pledged unless specified (none flagged for Butman) . |
| Director stock ownership guideline | Directors must hold shares valued at $270,000 (3× $90,000 retainer); executives who are directors (incl. Butman) are subject to these guidelines . |
Insider selling pressure indicators: Upcoming RSU tranches (e.g., ~17,331 units from the 2024 grant annually over 2025–2027) and pending PSU settlements in 2026–2027 may add supply upon vest/settlement; no pledging or hedging permitted under policy, mitigating forced‑sale risks .
Employment Terms
| Provision | Key terms |
|---|---|
| Severance | TDS does not maintain general severance/change‑in‑control cash multiples for NEOs (Therivel’s UScellular agreement is separate); potential payments are primarily equity vesting accelerations under LTIP . |
| Change in Control (CIC) – LTIP | Options/RSUs/bonus match may accelerate upon CIC, qualified retirement, death, or qualified disability; PSUs pay after restriction period based on greater of target/actual if still employed; if death/qualified disability/qualified retirement/termination for good reason or without cause during the restriction period, PSUs generally accelerate . |
| Potential payments (illustrative, 12/31/24) | Early vesting value: RSUs $7,238,654; PSUs $6,656,123; total $13,894,777 (priced at $34.11) . |
| Clawback | Dodd‑Frank compliant clawback adopted Aug 2023 for erroneously awarded incentive comp after restatements . |
| Deferred comp & SERP | 2024 excess interest on deferred comp: $13,573; SERP contribution: $69,000 (Butman). Aggregate deferred balances at 12/31/24: $3,716,589 . |
Board Governance and Director Service
- Role and tenure: Non‑independent TDS director since 2018; elected by Series A Common shareholders’ slate; currently President & CEO, TDS Telecom .
- Committees: No committee assignments indicated for Butman; non‑independent directors are not on key committees composed of independent directors .
- Attendance: Each TDS director attended ≥75% of Board and committee meetings in 2024; Board held 23 meetings (7 regular, 16 special) .
- Governance structure: TDS is a “controlled company” with 6 independent and 6 non‑independent directors; roles of Chair and CEO combined at TDS effective Feb 1, 2025, with a Lead Independent Director to strengthen oversight .
- Director compensation: Only non‑employee directors receive director compensation; employee directors like Butman do not receive board fees .
Compensation Structure Analysis
- Mix and changes: 2024 long‑term incentives split 50% PSUs/50% RSUs for NEOs (higher PSU weighting for the TDS corporate CEO; Butman follows TDS Telecom PSU design); RSUs vest pro‑rata over 3 years, shifting equity toward retention value vs options .
- Performance metric adjustments: CHRC increased 2022 TDS corporate PSU payout via a 45% discretionary adjustment tied to industry dynamics and strategic transactions; TDS Telecom 2022 PSU payout included an ROC adjustment neutralizing a goodwill impairment charge—both signal committee discretion and potential pay‑for‑performance smoothing .
- Bonus plan calibration: 2024 bonuses used an 80/20 company/individual split; at TDS Telecom, the CEO’s bonus was measured solely on Telecom performance with a 90% financial/10% discretionary mix—leading to a 92.8% payout vs target despite broadband net‑adds shortfall .
- Peer benchmarking: CHRC and consultants (Compensation Strategies; Willis Towers Watson) use a telecom/infra peer set (e.g., Crown Castle, DISH, Equinix, Lumen, ViaSat) to calibrate market competitiveness .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited under insider trading policy (alignment positive) .
- Equity acceleration: CIC/qualified termination acceleration mechanics can crystallize significant equity value (e.g., $13.9M at 12/31/24), worth monitoring in strategic transactions for supply effects .
- Discretion in PSUs: Committee discretion to modify PSU outcomes (e.g., 2022 TDS and TDS Telecom awards) warrants tracking for consistency of pay‑for‑performance alignment over cycles .
- Say‑on‑Pay: 2024 approval at ~77% indicates mixed but majority shareholder support; engagement ongoing .
Director Compensation (non‑employee vs employee)
| Item | Policy |
|---|---|
| Cash retainer | $90,000; stock ownership guideline = $270,000 (3× retainer) . |
| Employee directors | Do not receive director compensation; compensation decisions for directors handled by full Board, not CHRC . |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay 2024: ~77% approval .
- Actions from engagement: Adoption of PSUs, board refresh, skills matrix disclosure, Lead Independent Director role .
Expertise & Qualifications
- Finance and operations: Decades of telecom leadership; formal finance education (BBA, MBA) .
- Sales/marketing: Extensive domain experience from prior roles leading customer and revenue functions .
- Board qualifications: Non‑independent director providing operating perspectives; also serves on UScellular board .
Work History & Career Trajectory
| Organization | Role | Time | Notes |
|---|---|---|---|
| TDS Telecom | Multiple leadership roles | 1985–present | COO (2016–2018); Group President Marketing/Sales/Customer Ops (2006–2016); CEO since 2018 . |
Compensation Committee Analysis
- Composition: Independent CHRC (O’Leary Chair; Dixon; Oosterman; Woessner), 9 meetings in 2024 .
- Advisors: Independent consultant (Compensation Strategies) and Willis Towers Watson; no conflicts of interest identified .
- Practices: Clawback adopted; few perquisites; no backdating/timing of grants; controlled company exceptions acknowledged .
Investment Implications
- Alignment: Butman’s pay is anchored to TDS Telecom performance metrics (Adjusted EBITDA now 50% weight in PSUs), with RSUs and PSUs vesting schedules that balance retention and performance—constructive for multi‑year execution on fiber and broadband buildouts .
- Supply overhang: RSU and PSU settlements in 2026–2027 represent potential insider supply; however, anti‑pledging/hedging policies reduce forced‑sale risks .
- Governance/discretion: Controlled company structure and observed PSU discretion (e.g., 2022 adjustments) merit monitoring for pay‑for‑performance rigor amid strategic portfolio actions (UScellular assets, market exits) .
- CIC risk economics: Equity acceleration—not cash severance multiples—dominates termination/CIC economics for Butman; double‑trigger features on PSUs moderate windfall risk while maintaining retention through transaction closes .