Vicki L. Villacrez
Executive Vice President and Chief Financial Officer at 
TELEPHONE & DATA SYSTEMS INC /DE/
TELEPHONE & DATA SYSTEMS INC /DE/Executive
Board
About Vicki L. Villacrez
Executive Vice President and Chief Financial Officer of Telephone and Data Systems (TDS) since 2022; director of TDS since 2023; age 63; CPA with a bachelor’s degree in accounting (Upper Iowa University) and MBA (Edgewood College) . More than 30 years at the TDS enterprise in finance, accounting, planning and strategic analysis, including prior CFO roles at TDS Telecom; current board service includes UScellular since 2022 . 2024 pay-for-performance used blended unit-level metrics (UScellular and TDS Telecom) and a relative TSR component; TDS reported 2024 company bonus performance of 104.2% of target, with UScellular achieving 113% and TDS Telecom 90.9% against plan . TDS’ pay-versus-performance disclosure shows 2024 TSR value of $163.50 per $100 invested (company level), with Return on Capital of 3.7% (company-selected metric) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TDS | Executive Vice President & CFO | 2022–present | Enterprise finance leadership across strategic transactions (e.g., UScellular operations/spectrum sales, OneNeck divestiture), capital allocation and risk oversight . |
| TDS | Senior Financial Advisor | Feb–May 2022 | Transition support into enterprise CFO role . |
| TDS Telecom (subsidiary) | SVP Finance & CFO | 2017–2022 | Led telecom unit finance and execution of fiber program; improved EBITDA focus . |
| TDS Telecom (subsidiary) | VP Finance & CFO | 2012–2017 | Drove financial analysis and strategic planning at the operating unit . |
| TDS/TDS Telecom | Financial leadership roles | 1989–2012 | Built core planning, analysis and capital investment disciplines . |
External Roles
| Organization | Role | Years | Governance Notes |
|---|---|---|---|
| UScellular | Director | 2022–present | Affiliate director; equity awards and compensation governed by UScellular LTIP; no regular dividends at UScellular; change-in-control constructs disclosed for UScellular CEO (context for alignment across entities) . |
- Board service at TDS: Director since 2023, non-independent; no disclosed committee memberships; each director attended ≥75% of board/committee meetings in 2024 .
- Dual-role implications: CFO serving as a director (non-independent) inside a controlled-company structure (Voting Trust) with combined Chair/CEO roles; Lead Independent Director in place to strengthen independence oversight . This raises typical independence concerns (management influence on board) but mitigated in part by independent CHRC and Audit Committee composition .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $462,600 | $585,100 | $680,000 |
| Target Bonus (%) | — | — | 70% |
| Target Bonus ($) | — | — | $476,000 |
| Bonus—Company Perf Component ($) | — | — | $396,794 |
| Bonus—Individual Perf Component ($) | — | — | $133,280 (factor 140%) |
| Total Bonus ($) | $73,900 | $114,867 | $530,000 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (2024) | Company performance (UScellular/TDS Telecom combined) | 80% | Based on targets in plan | 104.2% | Flows into $396,794 for company component | Cash (paid 2025) |
| Annual Bonus (2024) | Individual performance | 20% | $95,200 | Factor 140% | $133,280 | Cash (paid 2025) |
| PSUs (2024 grant) | UScellular 2024 Performance Award Payout % | 32% | Target units 9,513 | 145.9% | 13,945 units (incl. dividend equivalents) | 3-year cliff (June 11, 2027) |
| PSUs (2024 grant) | TDS Telecom 2024 Performance Award Payout % | 48% | Two-year period | In-progress (ends 12/31/2025) | — | 3-year cliff (June 11, 2027) |
| PSUs (2024 grant) | Relative TSR (peer-based) | 20% | Three-year period | In-progress (ends 12/31/2026) | — | 3-year cliff (June 11, 2027) |
- 2024 PSU peer list includes Altice USA, AT&T, Comcast, Verizon, T-Mobile, Crown Castle, Equinix, SBA, ViaSat, others .
- 2024 UScellular PSU attainment components: Return on Capital 71.0%, Simple Free Cash Flow 74.9%, with adjustments yielding 145.9% overall .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 133,166 TDS Common Shares |
| Ownership as % of Shares Outstanding | ~0.12% (computed from 133,166 shares and total shares 114,688,174 ) |
| Options (Exercisable) | 2015–2021 grants listed as exercisable (no unexercisable amounts shown for Vicki) |
| Unvested RSUs | 2022: 28,883; 2023: 59,666; 2024: 30,510; Total Stock Awards not vested: 216,080 |
| PSUs—Earned/Not Vested | 2022: 24,373; 2023: 58,703; 2024 (UScellular component certified): 13,945 |
| PSUs—Unearned (in-progress) | 2023: 13,906; 2024: 20,311; Total Equity Incentive Awards (unearned): 34,217 |
| Pledging/Hedging | Prohibited for directors/officers; company policy bars pledging, hedging, monetization and margin transactions |
| Stock Ownership Guidelines (Directors) | Minimum $270,000 (≥3× $90,000 cash retainer); CFO as a director is subject to director guidelines |
| Compliance Indication | With 133,166 shares and policy inputs (e.g., $34.11 used for equity award valuations as of 12/31/2024), holdings appear to exceed $270,000 guideline threshold (inputs: shares , $34.11 pricing basis used in award valuations , guideline ). |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start | With TDS/TDS Telecom since 1989 |
| CFO role tenure | TDS CFO since 2022 |
| Contract term / auto-renewal | Not disclosed in 2025 proxy for CFO |
| Severance / CoC | TDS: No broad severance plans for NEOs; equity acceleration under defined triggers (death, disability, qualified retirement, change in control) per LTIP; payouts follow restriction period or accelerate under specified events |
| Clawback | Adopted Aug 2023 per Dodd-Frank/NYSE; recovery of erroneously awarded incentive comp upon certain restatements |
| Non-compete / non-solicit | Not disclosed |
Multi-Year Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $462,600 | $585,100 | $680,000 |
| Bonus ($) | $73,900 | $114,867 | $133,280 |
| Stock Awards ($) | $883,209 | $936,336 | $1,244,710 |
| Non-Equity Incentive Plan Comp ($) | $198,150 | $264,278 | $396,794 |
| Change in Pension/Deferred Earnings ($) | $1,581 | $2,403 | — |
| All Other Compensation ($) | $77,759 | $87,208 | $92,043 |
| Total ($) | $1,697,199 | $1,990,192 | $2,546,827 |
Compensation Structure Analysis
- 2024 cash vs equity mix: CFO salary rose 16.2% to $680,000; equity grants comprised RSUs and PSUs in a 50/50 mix, consistent with TDS design to include PSUs as “important” part of long-term equity .
- Bonus plan changes: 2024 bonus weighting moved to 80% company and 20% individual; TDS adjusted PSU methodology by increasing TDS Telecom PSU performance period from one to two years and reweighted PSU components (UScellular 32%, TDS Telecom 48%, TSR 20%), reflecting strategic shifts (UScellular divestitures; fiber focus) .
- Discretionary PSU modifications: 2022 TDS PSUs certified at 85% included a 45% discretionary upward adjustment; company recorded $5.1M modification expense for certain NEOs (Carlson/Hanley/Villacrez), a potential pay-quality red flag if repeated .
Compensation Peer Group (Benchmarking)
- Compensation Strategies peer group (15 companies) used for market review in 2024: Altice USA, American Tower, ATN International, Cable One, Consolidated Communications, Crown Castle, DISH, EchoStar, Equinix, IDT, Iridium, Lumen, SBA, ViaSat, WOW .
- TDS also references broader industry indices in Stock Performance Graph and survey data from Willis Towers Watson .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: ~77% of votes cast supported NEO compensation; CHRC made no significant changes in 2024 in response .
- Ongoing shareholder engagement on governance and compensation since 2014; actions include PSU issuance, board refreshment, skills matrix, Lead Independent Director election .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited for directors/officers (alignment positive) .
- Controlled company governance with combined Chair/CEO role (independence risk), mitigated by Lead Independent Director and fully independent CHRC and Audit Committee .
- Discretionary PSU adjustments (2022 TDS PSU upward adjustment) and in-progress methodology changes (e.g., two-year Telecom PSU period) require monitoring for pay-for-performance robustness .
- Related party transactions: Substantial legal spend with Sidley Austin LLP where Chair was Senior Counsel until Jan 31, 2025; family employment disclosures (Anthony J. M. Carlson) reviewed by Audit Committee/CHRC (contextual governance risk, not specific to CFO) .
Expertise & Qualifications
- CPA; bachelor’s in accounting (Upper Iowa University); MBA (Edgewood College) .
- Deep telecom finance/operator experience; board-level financial expertise applied to TDS and UScellular oversight .
Board Governance (Director Compensation and Roles)
- Non-employee director compensation schedule disclosed; employees do not receive director fees—thus CFO receives no director compensation for board service .
- Committees (Audit, CHRC, CGNC) are composed of independent directors (Audit and CHRC entirely independent), with TAG as advisory; Villacrez not listed on these committees .
Equity Vesting Schedules (Insider Selling Pressure Signals)
- RSUs: vest one-third on each of the first, second, and third anniversaries (2023/2024 grants); 2022 RSUs cliff vest at 3 years .
- PSUs: cliff vest 3 years from grant, subject to certified performance; 2024 UScellular metric certified, Telecom and TSR components pending; dividend equivalents accrue but are forfeitable if performance not achieved .
- Deferred comp stock match units: typically vest one-third annually over three years; match fully vests upon retirement-eligible separation; UScellular does not pay regular dividends .
Employment & Contracts (Severance/Change-of-Control)
- TDS: no standard severance; equity acceleration under LTIP for specified triggers (death, disability, qualified retirement, change in control; certain good reason/without cause events) .
- Clawback: adopted August 2023; aligns incentives with restatement risk management .
Investment Implications
- Alignment: Significant unvested RSUs and multi-metric PSUs (UScellular results certified above target) reinforce pay-for-performance and retention; hedging/pledging prohibitions further align interests .
- Retention risk: Staggered RSU vesting and 3-year PSU cliff (with pending Telecom/TSR determinations) suggest ongoing retention hooks over 2025–2027; any strategic shifts impacting Telecom metrics or TSR peer-relative performance will directly affect realized compensation .
- Governance signal: CFO’s non-independent board seat within a controlled-company structure and combined Chair/CEO roles elevate independence scrutiny; however, independent CHRC/Audit oversight and Lead Independent Director presence provide counterweights—monitor CHRC use of discretion in PSU outcomes to ensure robust pay-for-performance .
- Trading signal: Upcoming vesting dates (RSUs annually; PSUs in 2027) can create periodic liquidity events; watch Form 4 activity and blackout schedules; policy bans hedging/pledging reducing forced selling risk .
- Benchmarking: Peer group breadth (tower/data center/wireless/cable) can raise target-setting debate in mixed macro regimes; Say-on-Pay at 77% indicates room for continued investor engagement on metrics and discretion use .