LeRoy T. Carlson, Jr.
TELEPHONE & DATA SYSTEMS INC /DE/About LeRoy T. Carlson, Jr.
LeRoy T. Carlson, Jr. is Vice Chair of TDS (since Feb 1, 2025), after serving as President (1981–Feb 2025) and CEO (1986–Feb 2025); age 78; MBA from Harvard; director since 1968. Under his tenure, TDS pursued strategic transactions in 2024 (UScellular asset sales and OneNeck divestiture), with 2024 TDS company bonus performance certified at 104.2% of target; relative TSR for a $100 investment (2019→2024) reached $163.50 vs $108.72 for peer group; Return on Capital reported at 3.7% in 2024 .
TDS Financial Context (last 3 fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $5,413,000,000* | $5,160,000,000* | $4,964,000,000* |
| EBITDA ($USD) | $1,080,000,000* | $1,073,000,000* | $1,108,000,000* |
| Cash from Operations ($USD) | $1,155,000,000* | $1,142,000,000* | $1,145,000,000* |
*Values retrieved from S&P Global (GetFinancials).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Telephone and Data Systems (TDS) | President | 1981–Feb 2025 | Led long-term strategy; oversaw 2024 strategic transactions (UScellular asset sales; OneNeck sale) . |
| Telephone and Data Systems (TDS) | Chief Executive Officer | 1986–Feb 2025 | Enterprise leadership; pay-for-performance architecture overseen via CHRC . |
| TDS Telecom | Director and Chair | Various (through Feb 2025) | Directed fiber program; adjusted PSUs methodology to two-year performance period for Telecom metrics . |
| UScellular | Chair and Director | Chair since 1989 | Guided strategic review and transactions with T-Mobile, Verizon, AT&T in 2024 . |
| TDS Voting Trust | Former Trustee | >5 years | Governance influence via controlling-class oversight . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UScellular | Chair | Since 1989 | Oversight of LTIP framework; transaction-driven changes impacting TDS PSU weighting . |
| Aerial Communications; American Paging | Former Public Company Boards | Various | Industry experience and governance . |
Fixed Compensation
| Year/Role | Base Salary | Target Bonus % | Actual Bonus Paid | Total Cash | Notes |
|---|---|---|---|---|---|
| 2024 (President & CEO) | $1,352,700 | Discretionary (CEO guidelines; no fixed %) | $1,381,100 | $2,733,800 | CEO bonus fully discretionary; not formulaic . |
| 2025 (Vice Chair) | $700,000 | 80% | TBD (CHRC discretion) | — | 2025 LTI target $1,250,000 (60% PSUs/40% RSUs) . |
Performance Compensation
Annual Incentive (2024 performance paid in 2025)
| Component | Weighting | Target/Payout | Result/Notes |
|---|---|---|---|
| Company Performance | 80% (for other NEOs); CEO discretionary | TDS company performance 104.2% | TDS aggregate based on UScellular 113.0% and TDS Telecom 90.9% . |
| Individual Performance | 20% (for other NEOs); CEO discretionary | Discretionary | CEO bonus entirely discretionary under guidelines . |
Long-Term Incentives and Vesting
- 2024 Grants: PSUs and RSUs awarded June 11, 2024; Carlson PSUs: 197,889 units; RSUs: 135,404 units .
- RSUs vest one-third on each of the first, second, and third anniversaries of grant .
- PSUs structure (2024 TDS awards): 32% UScellular 1-year attainment (certified 145.9% with adjustments), 48% TDS Telecom 2-year attainment (pending, ends Dec 31, 2025), 20% TSR 3-year attainment (pending, ends Dec 31, 2026). PSUs then time-vest on third anniversary .
Performance Share Units – 2024 Attainment (partial certified)
| Metric | Weight | Target Units (Carlson) | Attainment | Units Earned to Date |
|---|---|---|---|---|
| UScellular 2024 Performance Award Payout % | 32% | 63,324 | 145.9% (incl. +24.8% adjustments) | 92,835 (incl. dividend equivalents) . |
| TDS Telecom 2024 Performance Award Payout % | 48% | — | In progress (2-year, ends 12/31/2025) | TBD . |
| Relative TSR (3-year) | 20% | — | In progress (ends 12/31/2026) | TBD . |
Performance Share Units – 2022 TDS Award Outcome
| Measure | Weight | 3-Year Result | Payout % | Notes |
|---|---|---|---|---|
| Relative TSR | 20% | 99.4% | 40.0% | Discretionary +45% applied by CHRC; overall certified attainment 85% . |
Option/RSU/PSU Vesting Activity (2024)
| Award | Shares Vested (Carlson) | Value |
|---|---|---|
| 2023 RSUs (5/17/24) | 163,146 | $3,393,437 |
| 2021 RSUs (5/19/24) | 136,827 | $2,846,002 |
| 2021 PSUs (2/19/24) | 53,946 | $757,402 |
| Bonus Match Units (12/31/24) | 2,290 | $78,105 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 3, 2025) | 1,636,351 Common Shares; 42,653 Series A Common Shares (less than 1% of each class) . |
| Exercisable/near-vesting within 60 days | 563,034 Common Shares (options/RSUs/PSUs) . |
| Options outstanding (illustrative) | 104,390 (2021, $25.36); 77,100 (2020, $19.15); 33,624 (2019, $30.72); 18,320 (2018, $25.70); 39,700 (2017, $27.79); 53,800 (2016, $29.45); 236,100 (2015, $29.26) . |
| Unvested RSUs (12/31/2024) | 135,404 (2024 RSUs); 326,292 (2023 RSUs); 165,214 (2022 RSUs) . |
| Unvested PSUs (12/31/2024) | 92,835 (2024 PSUs allocated to UScellular portion certified); 481,555 (2023 PSUs at then fair value); 212,053 (2022 PSUs issued) . |
| Pledging/Hedging | Prohibited for directors/officers; policy forbids pledging, hedging, short sales, and monetization transactions . |
| Director Ownership Guidelines | Minimum $270,000 value (3x $90,000 cash retainer); applies to directors incl. Vice Chair . |
Insider Transactions – 2025
| Date | Type | Shares | Source |
|---|---|---|---|
| Mar 12, 2025 | Form 4 filing reported | — | |
| Jun 11, 2025 (reported Jun 12) | RSU award disclosure | — | |
| Aug 12, 2025 (reported Aug 14) | Sale | 111,820 | |
| Aug 20, 2025 (reported Aug 22) | Form 4 filing reported | — |
Note: Transaction details beyond the reported shares and awards should be validated via the SEC Form 4 filings.
Employment Terms
- 2025 Vice Chair compensation: $700,000 base; 80% target bonus; $1,250,000 LTI target (60% PSUs/40% RSUs); benefits consistent with other executive officers .
- Severance/change-in-control (equity acceleration under LTIP): triggers include death, qualified disability, qualified retirement; change in control provides payout post-restriction period based on greater of target or actual, with acceleration upon certain terminations (without cause or for good reason) .
- Potential accelerated vesting value (as of 12/31/2024): RSUs/bonus match units $21,440,909; PSUs $34,748,471; total $56,189,380 (at $34.11 per share) .
- Clawback policy: Adopted August 2023, requires return/forfeiture of erroneously awarded incentive compensation upon certain financial restatements per Dodd-Frank/NYSE rules .
- Tax gross-ups: Plans/awards generally do not include tax gross-ups, except in limited circumstances .
- Deferred compensation & SERP: Participation permitted; SERP is non-qualified, credited at 5.2243% rate for 2024; distribution terms based on age/service; no change-in-control enhancements .
Board Governance
- Board service history: Director since 1968; Vice Chair since Feb 2025; long-tenured leadership .
- Committees: Chair, Technology Advisory Group (TAG); member, Corporate Governance & Nominating Committee (CGNC) .
- Independence: Non-independent director; TDS is a NYSE “controlled company” (Voting Trust holds >90% of Series A voting power); 6 of 12 directors are independent; CHRC and Audit Committees composed of independent directors .
- Lead Independent Director: Christopher D. O’Leary (appointed Feb 2025) with defined responsibilities including presiding independent sessions and leading CEO evaluation .
- Board activity & attendance: 23 meetings in 2024; each director attended ≥75% of board and committee meetings .
Director Compensation and Alignment
- Non-employee director plan: Cash retainer and annual stock awards (e.g., 2024 issuance of 6,320 shares to each non-employee director at $19.25 grant price) .
- Director stock ownership guidelines: $270,000 minimum value for all directors, including executive directors .
Dual-Role Implications
- Family control and leadership: Carlson’s transition to Vice Chair with a sibling (Walter C. D. Carlson) as Chair, President & CEO underscores controlled-company dynamics; Lead Independent Director role is intended to strengthen independent oversight .
- Related-party transactions: Sidley Austin legal fees ($19m in 2024) with connections to Walter C. D. Carlson and TDS’s General Counsel; Anthony J. M. Carlson (son) employed at UScellular/TDS Telecom in 2024 (salary $219,981; bonus $91,300) .
Compensation Structure Analysis
- Mix & design: CEO pay featured higher proportion of salary vs peers and fully discretionary annual bonus outcomes; 2024 PSUs increased weighting to TDS Telecom metrics (48%) and decreased UScellular (32%) to reflect strategic shifts; added Telecom Broadband Net Adds metric; TSR included as a longer-term metric .
- Discretion: CHRC applied 45% discretionary upward adjustment to 2022 TDS PSUs; Telecom PSUs adjusted for goodwill impairment impact in 2023 Teleco ROC metric (Butman) .
- Perquisites: Limited; automobile allowance and club dues among disclosed items; CEO perqs totaled $18,600 in 2024 .
- Say-on-Pay: 77% support at 2024 meeting; CHRC maintained program design post-vote .
- Peer groups: Compensation benchmarking peer set includes Altice, Crown Castle, Equinix, Lumen, SBA, ViaSat, etc.; TSR peer group uses Dow Jones U.S. Telecommunications Index .
Equity Ownership & Alignment (Detail)
| Category | Data |
|---|---|
| Security Ownership Table (3/3/2025) | Carlson beneficially owns 1,636,351 Common and 42,653 Series A; Voting Trust aggregates 7,206,297 Series A and 6,298,354 Common across trustees . |
| No pledges disclosed | Footnotes indicate no pledges except customary brokerage terms; hedging and pledging prohibited by policy . |
| Equity award overhang | Equity comp plans had 6,435,453 securities to be issued upon exercise/vesting; 7,538,038 available for future issuance (as of 12/31/2024) . |
Employment & Contracts
- No explicit non-compete/non-solicit disclosed for Carlson; LTIP provides treatment upon retirement/CoC, but no explicit cash severance multiples for Carlson disclosed in proxy .
- Deferred bonus elections permitted; match credited into stock units per LTIP; interest rates for deferred comp linked to Treasury benchmarks plus 1.25% .
Performance & Track Record
- 2024 operational highlights: UScellular 2024 performance award attainment 145.9% (after adjustments); TDS Telecom two-year PSU framework emphasizes EBITDA and Broadband Net Adds .
- TSR and ROC context: 2019–2024 TSR value rose to $163.50; 2024 Return on Capital 3.7% .
Investment Implications
- Alignment: High long-term equity exposure via substantial unvested RSUs/PSUs and options; policy prohibits pledging/hedging, supporting alignment with shareholders .
- Discretionary risk: Use of CHRC discretion to adjust PSU outcomes (2022 TDS +45% uplift) introduces governance scrutiny; however, balanced by independent CHRC and controlled company disclosure .
- Near-term trading signals: 2025 insider sale reported (111,820 shares) may point to liquidity or portfolio management; monitor future Form 4 activity for selling pressure .
- Change-in-control economics: Equity acceleration could be material ($56.2m as of 12/31/2024), implying potential retention lever and event-driven pay outcomes; absence of tax gross-ups and presence of clawback mitigate shareholder-unfriendly features .
- Governance: Controlled-company structure and dual family leadership heighten independence concerns; Lead Independent Director role and independent CHRC/Audit committees partially offset .
References
- Leadership transition and roles:
- Compensation program design and outcomes:
- Ownership and policies:
- Related party transactions:
- Board governance and committees:
- Insider transactions (Internet):