Letitia G. Carlson, MD
TELEPHONE & DATA SYSTEMS INC /DE/About Letitia G. Carlson, MD
Dr. Letitia G. Carlson, MD, MPH, FACP is a long‑tenured TDS director (since 1996), age 64, and a Physician and Clinical Professor at George Washington University Medical Faculty Associates for more than five years. She is a non‑independent director, a trustee/beneficiary of the TDS Voting Trust, and sister to Walter C.D. Carlson (Chair/CEO), LeRoy T. Carlson, Jr. (Vice Chair), and Prudence E. Carlson—reflecting deep family control of TDS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| George Washington University Medical Faculty Associates | Physician and Clinical Professor | More than five years | Clinical expertise; external medical perspective |
| TDS Voting Trust | Trustee/Beneficiary | Not disclosed; trust expires June 30, 2035 | Central to control of TDS; trustee group holds 95.6% of Series A votes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| George Washington University Medical Faculty Associates | Physician and Clinical Professor | More than five years | Advanced clinical credentials (MD, MPH, FACP) |
Board Governance
- Independence: Non‑independent director; member of the founding family and trustee of the Voting Trust .
- Committee assignments: None listed for Audit, CHRC, CGNC, or TAG in the 2025 proxy committee matrix .
- Board structure: Controlled company; 6 of 12 directors are NYSE‑independent; Lead Independent Director (Christopher D. O’Leary) elected Feb 2025 to strengthen independence leadership .
- Attendance: The Board held 23 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non‑management directors meet in executive sessions; independent directors meet at least once per year; now chaired by Lead Independent Director .
Fixed Compensation (Director)
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned (Cash) | $130,250 | Per director compensation table |
| All Other Compensation | $107 | Life insurance premium (standard) |
| Total Cash | $130,357 | Sum of cash elements |
Director Plan structure (for reference):
| Element | Policy Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 (other non‑employee directors) | Chair (if non‑employee): $110,000; Lead Independent Director: +$25,000 |
| Meeting Fees (Board/Committee) | $1,750 per meeting | Audit/CHRC/CGNC |
| Committee Chair Retainers | Audit $22,000; CHRC $20,000; CGNC $10,000 | Member retainers: Audit $11,000; CHRC $10,000; CGNC $5,000 |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant Value | Vesting/Terms |
|---|---|---|---|---|
| Annual Equity Retainer (Common Shares) | May 22, 2024 | 6,320 shares | $121,660 (at $19.25 close) | Issued as common shares; not performance‑based |
Non‑employee director equity is not tied to operating or TSR performance metrics; it is a fixed equity retainer paid in common shares each year .
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| TDS | Family interlock | Sister to Walter C.D. Carlson (Chair/CEO) and LeRoy T. Carlson, Jr. (Vice Chair), and Prudence E. Carlson (Director) |
| UScellular | Family leadership | Walter C.D. Carlson and LeRoy T. Carlson, Jr. also serve on UScellular’s board; indicates cross‑entity family governance influence |
Current public company boards for Dr. Carlson: None .
Expertise & Qualifications
- Education and credentials: MD (Harvard Medical School), MPH (George Washington University), Fellow of the American College of Physicians (FACP) .
- Shareholder perspective: Significant economic stake via Voting Trust; long tenure provides continuity from founding family .
Equity Ownership
| Security | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| TDS Common Shares | 188,578 | <1% | Personal beneficial ownership |
| TDS Series A Common Shares | 28,403 | <1% | Personal beneficial ownership |
| Voting Trust holdings (trustee group) | 7,206,297 Series A; 6,298,354 Common | 95.6% of Series A; 5.9% of Common | Trustees share voting/investment power; trust controls TDS |
| Pledging/Hedging | None disclosed; prohibited by policy | — | TDS prohibits hedging/pledging by directors |
| Ownership Guidelines | $270,000 minimum (3x cash retainer) | — | Applies to all directors; compliance status not individually disclosed |
Governance Assessment
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Strengths:
- Lead Independent Director role formalized; independent CHRC and Audit Committee composition meet NYSE standards despite controlled company exemption .
- Board engagement and attendance thresholds met; annual shareholder engagement program in place .
- Director pay structure is balanced (cash + fixed equity), modest in quantum; standardized annual equity grant rather than performance‑linked awards, reducing incentives for short‑termism .
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Concerns and RED FLAGS:
- Non‑independence: Dr. Carlson is a member of the controlling family and a Voting Trust trustee—heightened potential for conflicts and reduced minority shareholder influence .
- Controlled company governance: Voting Trust holds 95.6% of Series A and ~54.2% aggregate voting power; Trust intends to vote “FOR” Board nominees—limits market discipline over board refreshment and director accountability .
- Tenure and refresh: Board received shareholder feedback expressing concerns about overall board tenure; Dr. Carlson has served since 1996 (very long tenure) .
- Committee influence: No committee assignments for Dr. Carlson; limits direct participation in key oversight areas (audit, compensation, governance) .
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Related‑party exposure:
- Significant legal fees paid to Sidley Austin LLP ($19M in 2024); Walter C.D. Carlson was Senior Counsel at Sidley until Jan 2025—requires ongoing Audit Committee oversight to mitigate perceived conflicts .
- Family employment within TDS/UScellular (e.g., Anthony J.M. Carlson’s 2024 compensation and role changes) underscores need for robust related‑party review processes .
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Shareholder signals:
- Say‑on‑Pay support was ~77% in 2024—acceptable but not overwhelming; coupled with tenure concerns, investors may continue to scrutinize governance .
Overall: Dr. Carlson’s family ties and Voting Trust role are material governance risks for minority shareholders; balanced by the Board’s lead independent structure and independent committee oversight. Ongoing refreshment and transparent related‑party controls are critical to sustain investor confidence .