Wade Oosterman
TELEPHONE & DATA SYSTEMS INC /DE/About Wade Oosterman
Independent director of TDS since 2019; age 64. Former Vice Chair of Bell Canada and President of Bell Media with three decades of operating leadership in wireless, residential services, and media; holds a BA and MBA from Western University, and currently serves as President and CEO of private investment firm Peyden Inc. His board skills matrix indicates senior leadership, sales/marketing, telecom industry experience, risk/financial oversight, public company board experience, and global perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bell Canada (BCE) | Vice Chair | 2018–2023 | Senior executive oversight of national telecom operations |
| Bell Media | President | 2021–2023 | Led TV, radio, digital media portfolio |
| Bell Mobility | President | 2006–2018 | Led wireless segment; brand and commercial execution |
| Bell Residential Services | President | 2010–2018 | Led residential telecom products and services |
| BCE/Bell | Chief Brand Officer | 2006–2020 | Brand/marketing strategy leadership |
| TELUS/TELUS Mobility | Chief Marketing & Brand Officer; EVP Sales & Marketing | 2000–2005 | National carrier commercial leadership |
| Clearnet Communications | EVP Sales & Marketing | 1987–2000 | Growth-stage wireless operator leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Stagwell, Inc. | Director; Audit Committee Chair | Since 2020 | Audit Committee Chair |
| Calix, Inc. | Director; Strategy Committee Chair | Since Aug 2024 | Strategy Committee Chair |
| Ingram Micro | Director (former) | 2013–2016 | Audit, Governance, HR, IT Committees (former) |
| Enstream | Director (former) | 2006–2023 | Board member (mobile payments JV) |
| Virgin Mobile Canada | Director (former) | 2006–2009 | Board member |
Board Governance
- Committee memberships: Audit Committee (independent) and Compensation & Human Resources Committee (CHRC, independent). Audit Committee held 10 meetings in 2024 and includes designated financial experts; CHRC held 9 meetings in 2024 and oversees executive pay, long-term incentives, succession, and culture .
- Independence and engagement: Board determined Oosterman is independent under NYSE standards; each director attended at least 75% of Board and applicable committee meetings in 2024; all directors attended or were online at the 2024 annual meeting .
- Skills and coverage: Independent director skills matrix shows Oosterman with senior leadership, sales/marketing, telecom industry, risk/financial, public company board, and global experience .
- Lead Independent Director: Christopher D. O’Leary elected Lead Independent Director in Feb 2025; Audit, CHRC, and CGNC operate with defined charters and independent membership where required .
Fixed Compensation
Director compensation framework (non-employee directors):
| Compensation Element | Compensation |
|---|---|
| Annual Cash Retainer | $90,000; Chair of Board (if non-employee): $110,000; Lead Independent Director: $25,000 |
| Meeting Fees (Board/Committees: Audit, CHRC, CGNC) | $1,750 per meeting |
| Committee Retainer – Audit | Chair $22,000; Member $11,000 |
| Committee Retainer – CHRC | Chair $20,000; Member $10,000 |
| Committee Retainer – CGNC | Chair $10,000; Member $5,000 |
2024 compensation paid to Oosterman:
| Component | Amount |
|---|---|
| Fees Earned (cash retainers, committee fees, meeting fees) | $177,500 |
| Stock Awards (annual equity retainer) | $121,660 |
| Other Compensation (life insurance premium) | $107 |
| Total | $299,267 |
Performance Compensation
- Annual equity retainer is paid in TDS Common Shares; in 2024 each non-employee director received 6,320 shares at the May 22, 2024 closing price of $19.25; aggregate grant date fair value for Oosterman was $121,660; directors do not receive performance-based equity (no RSU/PSU metrics in director plan) .
| Equity Grant Detail (2024) | Shares | Grant Date | Grant-Date Price | Grant-Date Value |
|---|---|---|---|---|
| Annual Stock Award | 6,320 | May 22, 2024 | $19.25 | $121,660 |
Other Directorships & Interlocks
- Current boards: Stagwell (Audit Chair) and Calix (Strategy Chair) .
- Potential interlock risk: Calix is a broadband systems supplier in telecom; TDS Telecom operates fiber/cable/ILEC networks. No related-party transactions disclosed involving Oosterman; related-party section highlights Sidley Austin LLP legal spend and certain family-member employment, but not Oosterman .
- Prior boards: Ingram Micro (IT distribution; former); Clearnet Communications (former) .
Expertise & Qualifications
- Telecom and media operating leadership across wireless, residential services, and content; extensive brand and digital strategy credentials .
- Board skills matrix marks senior leadership, sales/marketing, telecom industry, risk/financial, public company boards, and global perspective .
- Education: BA, MBA from Western University .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|---|
| Wade Oosterman | TDS Common Shares | 35,770 | <1% (*) |
- Pledging/hedging: Company policy prohibits hedging, pledging, short sales, and derivative monetization by directors; footnotes indicate no pledge of reported shares unless otherwise specified—none specified for Oosterman .
- Stock ownership guidelines: Directors must hold TDS shares valued at least $270,000 (3× cash retainer) within three years of board service; Board reviews guideline periodically .
Governance Assessment
-
Strengths:
- Independent director on Audit and CHRC with relevant telecom/media operating experience; board skills matrix confirms comprehensive oversight capabilities .
- Good ownership alignment (>0 shares held) and annual equity retainer; non-hedging/pledging policy reduces misalignment risk .
- Engagement evidenced by Board/committee meeting cadence and attendance thresholds met; presence at annual meeting .
- CHRC employs independent compensation consultants; committee members (including Oosterman) deemed independent and no consultant conflicts identified .
-
Watch items:
- Controlled company structure (Voting Trust holds ~95.6% of Series A with 10 votes/share) results in atypical governance dynamics; half the board is non-independent; investors often scrutinize independence balance and board refreshment pace .
- CHRC discretion on executive PSUs (e.g., 45% upward adjustment to 2022 PSUs; adjustments to 2024 UScellular PSU attainment) may invite pay-for-performance scrutiny; as CHRC member, Oosterman participates in this framework .
- Potential vendor interlock: Calix role warrants monitoring given TDS Telecom’s network investments; no related-party transactions disclosed for Oosterman .
-
Signals:
- 2024 Say-on-Pay passed with ~77% support—acceptable but below typical 90%+ levels, suggesting some investor reservations on pay design; CHRC did not materially change programs in response .
- Lead Independent Director structure adopted Feb 2025 strengthens independent oversight .
RED FLAGS
- None disclosed specific to Oosterman: no related-party transactions, no pledging, no legal proceedings noted in proxy sections reviewed .
Appendix: Committee Details (for context)
| Committee | Independent? | 2024 Meetings | Members |
|---|---|---|---|
| Audit | Yes (NYSE and 10A-3) | 10 | Off (Chair, FE), Dixon, O’Leary, Oosterman, Rutledge (FE) |
| CHRC | Yes | 9 | O’Leary (Chair), Dixon, Oosterman, Woessner |
| CGNC | Mixed (controlled company) | 5 | Walter C.D. Carlson (Chair), LeRoy T. Carlson Jr., Off (independent) |
Notes: FE = financial expert designation per SEC; independence and charters per proxy .