Joseph R. Hanley
Senior Vice President—Strategy and Corporate Development at 
TELEPHONE & DATA SYSTEMS INC /DE/
TELEPHONE & DATA SYSTEMS INC /DE/Executive
About Joseph R. Hanley
Joseph R. Hanley (age 57) is Senior Vice President—Strategy and Corporate Development at Telephone and Data Systems, appointed to this role in June 2021 after serving as SVP—Technology, Services and Strategy since 2012 and VP—Technology Planning and Services for more than five years prior to that . TDS uses pay-for-performance metrics that tie executive incentives to Return on Capital, Total Operating Revenues, Adjusted EBITDA, and relative Total Shareholder Return; in 2024, company bonus performance was 104.2% of target, reflecting mixed unit results (UScellular outperformed, TDS Telecom underperformed on net adds) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TDS | SVP—Technology, Services and Strategy | 2012–2021 | Led technology, services and strategy functions; supported enterprise performance goals |
| TDS | VP—Technology Planning and Services | Pre-2012 (5+ years) | Drove technology planning and services; foundational for later enterprise strategy role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $502,000 | $522,100 | $540,400 |
| Base Salary Change ($) | — | +$20,100 | +$18,300 |
| Base Salary Change (%) | — | 4.0% | 3.5% |
Performance Compensation
Annual Bonus – 2024 (paid 2025)
| Component | Target | Actual | Payout |
|---|---|---|---|
| Target Bonus % | 50% of salary | — | — |
| Company Performance Weight | 80% | TDS company performance 104.2% | $225,239 (Non-Equity Incentive) |
| Individual Performance Weight | 20% | Factor 140% | $75,656 (Discretionary) |
| Total Bonus ($) | $270,200 target | — | $300,900 total |
| Total vs Target | — | — | 111% of target |
Notes:
- Company performance used a weighted blend: UScellular 113.0% (60% weight) and TDS Telecom 90.9% (40% weight), yielding 104.2% .
- Individual factor determined by CEO’s subjective assessment of achievements .
2024 Long-Term Equity Grants (June 11, 2024)
| Award Type | Units Granted | Grant Date | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 17,718 | 6/11/2024 | $364,105 | Cliff vest 3 years, subject to performance and service |
| Restricted Stock Units (RSUs) | 18,186 | 6/11/2024 | $367,957 | One-third vest on each of the first, second, and third anniversaries |
PSU performance structure (TDS Corporate awards for Hanley):
| Metric | Performance Period | Weight | Payout Range |
|---|---|---|---|
| UScellular 2024 Performance Award Payout % | 1-year (CY2024) | 32% | 0%–175% |
| TDS Telecom 2024 Performance Award Payout % | 2-year (CY2024–2025) | 48% | 0%–200% |
| Relative TSR vs peer group | 3-year (CY2024–2026) | 20% | 0%–200% |
Certified attainment to date (UScellular 2024 metric):
| Component | Target Units | Approved Attainment | Adjusted Units |
|---|---|---|---|
| UScellular 2024 Performance Award Payout % | 5,670 | 145.9% (includes +24.8% adjustments) | 8,312 |
Notes:
- TDS Telecom 2-year and TSR 3-year components remain in progress; vest contingent on post-certification time-based cliff vesting at 3-year anniversary .
Prior PSU Outcomes
| Grant Year | Measure | Target Units | Approved Payout % | Final Units |
|---|---|---|---|---|
| 2022 TDS Corporate PSUs | 3-year ending 12/31/2024 | 16,801 | 85% (incl. +45% discretionary adjustment; otherwise 40%) | 16,060 |
Outstanding Equity at FY2024 Year End (Market values based on $34.11 TDS close)
| Award | Unvested Units | Market Value ($) |
|---|---|---|
| RSUs (2022, 2023, 2024) | 18,186 (2024) / 39,932 (2023) / 19,033 (2022) | $620,324 / $1,362,081 / $649,216 |
| PSUs (2024 adjusted component) | 8,312 (UScellular 2024 component) | $283,522 |
| PSUs (2023 target/actual) | 39,284 | $1,339,977 |
| PSUs (2022, final) | 16,060 | $547,807 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Common) | 124,305 shares (<1%) |
| Ownership as % of Common Outstanding | ≈0.12% (124,305 / 107,153,845) |
| Options – Exercisable | 76,215 total across 2015–2021 grants |
| Unvested RSUs | 18,186 (2024), 39,932 (2023), 19,033 (2022) |
| Unvested PSUs | 8,312 (2024 UScellular component adjusted), 39,284 (2023), 16,060 (2022 final) |
| Upcoming RSU Vest Dates | 2023 RSUs: next tranche 5/17/2025; 2024 RSUs: first tranche 6/11/2025; 2022 RSUs: full vest 3rd anniversary (5/18/2025) |
| Pledging/Hedging | Prohibited for directors/officers (no pledging or hedging) |
| Ownership Guidelines | No formal exec stock ownership policy; director guidelines do not apply to Hanley (not a director) |
| Deferred Compensation/SERP | SERP contribution $33,950; SERP interest $20,237; SERP YE balance $434,046 (2024) |
Employment Terms
- Appointment: Senior Vice President—Strategy and Corporate Development (June 2021) .
- Severance/Change-in-Control: TDS has no general severance plan; potential payments primarily reflect early vesting/accelerated equity under qualifying events .
- Estimated maximum acceleration at 12/31/2024: Unvested RSUs $2,631,621; Unvested PSUs $2,838,941; Total $5,470,562 (valuation at $34.11/sh) .
- Clawback: Dodd-Frank compliant clawback adopted August 2023 (erroneously awarded incentive compensation subject to recovery upon certain restatements) .
- Insider Trading Policy: No derivative trading, pledging, or short sales; blackout procedures to promote compliance .
Compensation Structure Notes
- Pay Mix: For NEOs (other than CEO), 2024 long-term incentives granted 50% PSUs / 50% RSUs; CEO had 60% PSUs / 40% RSUs .
- Bonus Program: 80% company performance / 20% individual performance, with caps of 195% and 160% respectively .
- Performance Metrics: ROC, revenue, adjusted EBITDA, and TSR align incentives to operational and market outcomes .
- Peer Benchmarking: Compensation Strategies peer set includes Altice USA, Crown Castle, Equinix, Lumen, SBA, ViaSat, WOW, among others .
Governance, Say‑on‑Pay, and Related Items
- 2024 Say‑on‑Pay support: ~77% approval .
- CHRC Independence and Advisors: Independent CHRC uses Compensation Strategies (independent) and Willis Towers Watson (management consultant) without conflicts; committee met 9 times in 2024 .
- Related Party Transactions: None disclosed for Hanley; overall related-party reviews overseen by Audit Committee/CHRC .
Performance Compensation – Detailed Metrics Table (2024)
| Metric | Weight | Target | Actual | Payout % | Vesting |
|---|---|---|---|---|---|
| UScellular 2024 Performance Award Payout % | 32% | ROC 2.80%; Simple FCF $246.8M | ROC 2.10%; Simple FCF $342.1M | 145.9% (incl. +24.8% adjustment) | PSUs cliff vest at 3-year anniversary |
| TDS Telecom 2024 Performance Award Payout % | 48% | Two-year performance period | In progress (ends 12/31/2025) | 0%–200% range | PSUs cliff vest at 3-year anniversary |
| Relative TSR vs Peer Group | 20% | 3-year period | In progress (ends 12/31/2026) | 0%–200% range | PSUs cliff vest at 3-year anniversary |
Equity Award Repricing/Modification Watch
- 2022 TDS Corporate PSUs: CHRC exercised discretion (+45% payout adjustment) due to industry dynamics and strategic transactions; final certified attainment 85% (otherwise 40%) .
- This introduces potential pay-for-performance alignment questions; company disclosed the incremental modification expense impact .
Investment Implications
- Alignment: Hanley’s compensation is materially equity‑linked (PSUs/RSUs) with multi‑metric performance gates (ROC, revenue, EBITDA, TSR), and a Dodd‑Frank clawback plus anti‑hedging/pledging policy tighten alignment and reduce governance risk .
- Retention and vesting overhang: Multiple RSU tranches vest in May–June 2025, and PSUs cliff-vest at the 3-year anniversary; expect potential selling pressure around vest dates absent holding requirements, though pledging is prohibited .
- Execution risk: 2024 bonus outcomes reflect divergent unit performance (UScellular strength vs TDS Telecom broadband net adds underperformance), and discretionary PSU adjustments underscore sensitivity to strategic actions—a sign of both flexibility and potential pay‑design subjectivity .
- Governance sentiment: 77% Say‑on‑Pay support is adequate but leaves room for scrutiny on discretionary adjustments; continued emphasis on PSUs and diversified metrics should bolster pay‑for‑performance credibility if future outcomes require less discretion .