Dominique Leroy
T-Mobile USAbout Dominique Leroy
Dominique Leroy, age 60, has served on T-Mobile US, Inc.’s Board since 2020. She is a member of Deutsche Telekom AG’s Board of Management (Europe) and previously served as CEO of Proximus (formerly Belgacom), following leadership roles at Unilever and a period as an independent advisor at Bain & Company. She holds a Master’s degree in Commercial Engineering and Management from Solvay Business School in Brussels .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Telekom AG | Board of Management, Europe | Nov 2020 – present | Regional leadership of DT’s European telecom operations |
| Bain & Company | Independent Advisor | Nov 2019 – Nov 2020 | Strategic advisory work |
| Proximus (Belgacom) | CEO; Head of Consumer Market | CEO Jan 2014 – Sept 2019; joined 2011 | Led turnaround with growth and CX focus |
| Unilever | Managing Director, Belgium & Luxembourg | Prior to 2011 (dates not specified) | P&L and consumer execution leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Hellenic Telecommunications Organization (OTE) | Director | Current |
| Compagnie de Saint-Gobain S.A. | Director | Current |
| Koninklijke Ahold Delhaize N.V. | Director | 2016–2021 |
| Proximus | Director | 2014–2019 |
| BICS | Board Member | Prior (dates not specified) |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Committee met 5 times in 2024; chaired by Lead Independent Director Teresa A. Taylor .
- Independence: Not listed among directors the Board determined to be independent under NASDAQ and SEC rules; DT designated her nomination under Stockholders’ Agreement rights .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Controlled company overlay: Deutsche Telekom had voting control over ~58.9% of outstanding common stock as of March 31, 2025; DT can designate up to 10 directors and has committee rights under governance agreements .
Fixed Compensation
- Eligibility: TMUS’s non-employee director compensation program applies to directors who are neither employees of TMUS nor officers/employees of Deutsche Telekom; as a DT Board of Management member, Leroy is not eligible for TMUS non-employee director cash or equity compensation .
- 2024 non-employee director pay context (for reference): Annual cash retainer $143,000; RSUs $255,000 grant-date value; additional retainers for certain roles; meeting fees ($3,000 Board; $2,000 committee). Leroy is not listed among non-employee directors receiving 2024 compensation .
Performance Compensation
- No performance-based TMUS director compensation disclosed/applicable for Dominique Leroy (non-employee director RSUs do not apply to DT officers) .
Other Directorships & Interlocks
- DT designation: Leroy was designated for nomination by Deutsche Telekom, which also has extensive related-party arrangements with TMUS (see exposure below). Her OTE directorship reflects broader DT European telecom governance exposure .
Expertise & Qualifications
- Over 30 years across consumer goods and telecommunications; CEO turnaround experience at Proximus; significant board experience; commercial engineering training .
- Committee focus areas: Nominating & Corporate Governance oversight includes board composition, compliance & ethics, risk management (privacy/cybersecurity), director succession, and ESG oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 0 | As of March 31, 2025 |
| Ownership as % of shares outstanding | ~0% | Based on 1,136,660,313 shares outstanding on April 7, 2025 |
| Shares pledged as collateral | None disclosed | Anti-pledging policy applies; exception noted for another director only |
| Director ownership guidelines | Not applicable | Guidelines apply to non-employee directors; DT officers excluded from the program |
Related-Party Exposure (Conflict Risk Indicators)
T-Mobile discloses numerous transactions with Deutsche Telekom and affiliates. As a DT designee and DT executive, Leroy’s oversight sits alongside these relationships; the Audit Committee reviews related person transactions.
| DT-related transaction | 2024 Amount | Notes |
|---|---|---|
| Trademark license royalties to DT | ~$80.0 million | 0.25% of net revenue, capped at $80M through 2028 under amended license |
| Interest paid on DT-held notes (4.750% due 2028-1) | $71,250,000 | DT holds $1.5B principal; interest paid in 2024 |
| International long-distance & IP transit (DT North America) | $19.3 million expense; $1.5 million revenue | Master Services Agreement |
| Insurance brokerage (DeTeAssekuranz) | $8.8 million expense | Insurance services |
| Roaming discount agreements (DT affiliates) | $12.2 million net revenue; $6.2 million net expense | Reciprocal roaming discounts |
| DT Business Solutions (MNC services) | ~$0.4 million expense | Management Agreement |
| App development managed services (DT affiliate) | ~$7.6 million expense | Master Agreement/Statement of Work |
| 1NCE IoT platform (DT affiliate) | ~$1.4 million expense | Joint sales collaboration |
| Dialpad (DT affiliate) UCaaS | ~$10.4 million expense | Unified communications services |
| Services provided to DT (financial/tax/accounting) | ~$2.5 million revenue | Services Agreement |
| IFRS-related reimbursement | ~$115,000 received | Reimbursement letter for receivable sale arrangements |
Governance controls: Audit Committee reviews and approves related person transactions; DT may not support transactions >$120,000 involving DT without Audit Committee approval; Stockholders’ Agreement outlines DT rights and restrictions .
Governance Assessment
- Strengths: Deep telecom operator and consumer expertise; active on Nominating & Corporate Governance which oversees board composition, compliance, and cybersecurity/privacy; independent committee chairs and a Lead Independent Director structure; regular executive sessions and annual board evaluations with external facilitation .
- Concerns: Not independent; designated by the controlling stockholder (DT); zero TMUS share ownership (alignment relies on DT’s 58.9% voting stake rather than personal holdings); extensive DT related-party transactions and trademark/financing entanglements heighten perceived conflict risk. Mitigants include Audit Committee review of related-party transactions and explicit DT restrictions, but investors should monitor committee oversight rigor and disclosures .
- Attendance/engagement signal: Board met 5 times in 2024; “each director attended at least 75%” and all attended the annual meeting—baseline engagement; Nominating & Corporate Governance met 5 times .
- Director pay alignment: No TMUS director compensation for DT officers; therefore no TMUS RSU-based alignment applies to Leroy. Stock ownership guidelines also do not apply to DT-affiliated directors .
RED FLAGS
- Not independent; DT designee amid controlled-company structure .
- Zero TMUS personal share ownership, with non-eligibility for TMUS director ownership guidelines .
- Significant ongoing related-party transactions with DT at material dollar levels (e.g., $80M trademark royalties; $71.25M interest) .
Mitigating factors
- Audit Committee approval process for related person transactions; independent chairs of key committees; Lead Independent Director oversight; executive sessions and annual external evaluation of board/committee effectiveness .