Prudence E. Carlson
TELEPHONE & DATA SYSTEMS INC /DE/About Prudence E. Carlson
Prudence E. Carlson, age 73, serves as a Non‑Independent Director of Telephone and Data Systems, Inc. (TDS) and has been on the Board since 2008. She is a private investor with a Bachelor of Arts degree from Harvard University, a trustee of the TDS Voting Trust, and the sister of directors/executives LeRoy T. Carlson, Jr., Walter C. D. Carlson, and Letitia G. Carlson, M.D. . She is nominated by the Series A Common Shareholders class and is not designated to any board committee in the 2025 proxy committee matrix .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| TDS Voting Trust | Trustee | Not disclosed (Trust expires June 30, 2035) | Trustee of the controlling Voting Trust; trustees share voting/investment power |
| Telephone and Data Systems, Inc. | Director | Director since 2008 | Board member; no committee assignments in current matrix |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Current Public Company Boards | None | — | — |
| Former Public Company Boards | None | — | — |
Board Governance
- Independence: Classified as Non‑Independent; member of the Carlson family and trustee/beneficiary of the TDS Voting Trust .
- Committee assignments: None in 2025 matrix (not listed on Audit, CHRC, CGNC, or TAG; no chair roles) .
- Attendance and engagement: The Board held 23 meetings in 2024 (7 regular, 16 special); each director attended at least 75% of Board and their respective committee meetings. All directors were present or online at the 2024 annual meeting .
- Controlled company: TDS is a “controlled company” under NYSE rules due to the Voting Trust; six of twelve directors are independent. TDS nonetheless maintains an all‑independent CHRC (comp committee) .
- Lead Independent Director (context): Christopher D. O’Leary serves as LID; anticipated committee rotations are noted for 2025, but none involve Prudence Carlson .
Fixed Compensation
Director Compensation Program (non‑employee directors)
| Compensation Element | Amount |
|---|---|
| Annual Cash Retainer – Other Non‑Employee Directors | $90,000 |
| Annual Cash Retainer – Chair of the Board (if non‑employee) | $110,000 |
| Annual Cash Retainer – Lead Independent Director | $25,000 |
| Annual Equity Retainer (Common Shares) | $120,000; granted at annual meeting date in Common Shares |
| Meeting Fees (Board and Audit/CHRC/CGNC) | $1,750 per meeting |
| Annual Committee Chair/Member Retainers | Audit Chair $22,000; Audit Member $11,000; CHRC Chair $20,000; CHRC Member $10,000; CGNC Chair $10,000; CGNC Member $5,000 |
| Life Insurance Premium | $100,000 policy; company‑paid premium reported as “All Other” compensation |
2024 Director Compensation – Prudence E. Carlson
| Year | Fees Earned (Cash) | Stock Awards (Grant‑date FV) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $130,250 | $121,660 | $107 | $252,017 |
Stock Award Details (Program)
| Grant Date | Price / Share | Shares Issued (per director) | Vehicle | Outstanding awards at 12/31/24 |
|---|---|---|---|---|
| May 22, 2024 | $19.25 | 6,320 | Common Shares (delivered) | None for non‑employee directors (no stock/options outstanding) |
Notes: Under the Directors’ Plan, annual retainers and meeting fees are paid quarterly; equity is granted as Common Shares based on the closing price on the annual meeting date .
Performance Compensation
| Performance‑Linked Elements for Directors | Status |
|---|---|
| Performance metrics tied to director pay (e.g., TSR, EBITDA) | Not used; directors receive cash retainers/meeting fees and an annual common‑share grant; no outstanding stock or option awards at 12/31/24 |
Executive (NEO) metrics disclosed for “pay versus performance” are Return on Capital, Total Operating Revenues, and Adjusted EBITDA; these apply to NEO incentive design, not to director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Former public company boards | None |
| Interlocks | None disclosed for Prudence E. Carlson |
Expertise & Qualifications
- Private investor; long‑tenured shareowner/trustee providing “shareholder perspective” and significant economic stake alignment, per the company .
- Education: Bachelor of Arts degree from Harvard University .
- Family governance context: Sister of LeRoy T. Carlson, Jr., Walter C. D. Carlson, and Letitia G. Carlson, M.D. .
Equity Ownership
Beneficial Ownership (as of March 3, 2025)
| Holder | Class | Shares Beneficially Owned | Percent of Class/Series | Percent of Voting Power |
|---|---|---|---|---|
| Prudence E. Carlson | Common Shares | 318,229 | <1% (“*” in proxy) | <1% (“*” in proxy) |
| Prudence E. Carlson | Series A Common Shares | 217,980 | 2.9% | 1.6% |
Voting Trust Context
| Descriptor | Common Shares | Series A Common Shares | Notes |
|---|---|---|---|
| Trustees group: W.C.D. Carlson, L.G. Carlson, M.D., P.E. Carlson, and A.J.M. Carlson | 6,298,354 (5.9% of Common) | 7,206,297 (95.6% of Series A) | Group voting power 54.2% (Series A) for matters other than director elections |
| Additional shares held in Voting Trust “for the benefit of” Prudence E. Carlson (not included in individual line above) | 1,634,394 | 1,949,888 | Trust expires June 30, 2035; trustees share voting/investment power |
| Pledging | None of the above shares are pledged unless otherwise specified (no pledges specified for Prudence) | — | — |
Ownership Guidelines
- Director stock ownership guideline: within three years of joining the Board, each director should own TDS shares valued at $270,000 (3x the $90,000 cash retainer). The proxy does not state individual compliance status by director .
Governance Assessment
- Independence and control risks (RED FLAG): Prudence E. Carlson is a Non‑Independent Director, sister to multiple insider directors/executives, and a trustee/beneficiary of the controlling TDS Voting Trust. TDS is a “controlled company” with only 50% independent directors, although the CHRC is fully independent .
- Related‑party exposure (RED FLAG): Significant legal fees were paid to Sidley Austin LLP ($19M in 2024; $16M in 2023; $8M in 2022), where Walter C. D. Carlson (her brother) was Senior Counsel until Jan 31, 2025; this is reviewed under “Certain Relationships and Related Transactions” .
- Item 404 policies (RED FLAG): Other than described, TDS states it has no written policies or procedures relating to approval of transactions required under Item 404(b) of Regulation S‑K; the Audit Committee generally reviews related‑person transactions, with CHRC handling compensation‑related items .
- Family employment (context): Anthony J. M. Carlson (her nephew), a Voting Trust trustee and son of LeRoy T. Carlson, Jr., held management roles at UScellular/TDS Telecom in 2024 with disclosed salary/bonus/equity; underscores family entanglements .
- Committee workload/oversight: Prudence holds no committee assignments, limiting formal oversight channels relative to independent peers (no Audit, CHRC, CGNC, or TAG roles) .
- Attendance and engagement: In a high‑intensity year (23 Board meetings), each director met the minimum 75% attendance requirement; all directors attended the 2024 annual meeting—basic but important engagement signal .
- Pay alignment: Director compensation is a conventional cash + stock structure; 2024 totals for Prudence were $252,017 (cash fees $130,250; stock $121,660; life insurance premium $107), with delivered common shares and no outstanding equity awards—reducing complexity and repricing risk .
- Ownership alignment: Direct beneficial ownership plus substantial interests via the Voting Trust imply strong economic exposure; no pledging disclosed for Prudence’s reported shares .
Overall: Strong economic alignment via significant share ownership and Voting Trust role is offset by concentrated family control and related‑party transactions. Lack of committee assignments reduces direct oversight contributions; as a Non‑Independent director in a controlled structure, investors should monitor related‑party governance, formalization of related‑party approval policies, and continued engagement/attendance .