James Kavanaugh
T-Mobile USAbout James J. Kavanaugh
James J. Kavanaugh (age 58) is an independent director of T‑Mobile US, Inc. (TMUS) since 2023 and serves on the Audit Committee. He is Chief Financial Officer of International Business Machines Corporation (IBM) and has been designated by TMUS as an audit committee financial expert, bringing deep finance, accounting, and transformation experience; he holds an MBA from The Ohio State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Chief Financial Officer; oversees accounting, FP&A, tax, internal audit, IR, strategy, corp dev, treasury; also oversees CIO, Global Chief Data Office, Enterprise Ops & Real Estate | Since Jan 2018 | Enterprise-wide financial leadership and transformation oversight |
| IBM | SVP, Transformation & Operations (prior role) | – | Redesign of operating model to increase speed and agility |
| AT&T Corp. | CFO, Americas Global Services (prior to joining IBM) | – | Regional financial leadership |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| IBM | Chief Financial Officer | No (employment, not a board) | Not listed with any other public company directorships in TMUS proxy |
Board Governance
- Independence: TMUS Board determined Kavanaugh is independent under NASDAQ rules; he also meets heightened Audit Committee independence standards .
- Committee assignments: Audit Committee member; committee met 10 times in 2024; Audit Committee Chair is Srikant M. Datar .
- Audit Committee financial expert: TMUS identifies Kavanaugh as an “audit committee financial expert” .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board/committee meetings and all directors attended the 2024 annual meeting .
- Board structure: TMUS is a controlled company (DT controls ~58.9% voting); Lead Independent Director is Teresa A. Taylor; independent director executive sessions held regularly .
Fixed Compensation (Director; 2024)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 225,308 |
| Stock Awards (ASC 718 grant-date value) | 278,416 |
| All Other Compensation | 29,809 |
| Total | 533,533 |
Director program parameters (effective June 13, 2024): annual cash retainer $143,000; Audit Committee member additional retainer $15,000; meeting fees $3,000 (Board) / $2,000 (committee); annual time‑based RSUs $255,000; stock ownership guideline = 5× cash retainer .
Performance Compensation (Director equity structure)
| Equity Type | Grant Value ($) | Vesting / Performance Conditions |
|---|---|---|
| Time‑based RSUs (annual) | Included in $278,416 reported value | Vest on 1‑year anniversary of grant (immediately after annual meeting); no performance conditions |
Notes:
- As of Dec 31, 2024, each non‑employee director (including Kavanaugh) held 1,457 unvested time‑based RSUs .
- TMUS prohibits dividends on unearned/unvested equity .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Kavanaugh in TMUS proxy |
| Compensation Committee interlocks | Not a member of TMUS Compensation Committee; 2024 interlocks section lists no relationships requiring disclosure; members were Claure, Gopalan, Illek, Kübler, Westbrook |
| Notable network consideration | IBM appears in TMUS’s executive compensation peer group; Kavanaugh is not on TMUS Compensation Committee, mitigating direct peer‑group influence risk |
Expertise & Qualifications
- Financial expertise: CFO of IBM; designated audit committee financial expert; complex financial management and transformation leadership .
- Education: MBA, The Ohio State University .
- Governance/risk: Experience spans internal audit oversight, risk, and disclosure controls through CFO role; aligns with TMUS Audit Committee remit (financial reporting, internal controls, related‑party transactions, cybersecurity oversight) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 1,582 shares; <1% of outstanding |
| Unvested RSUs (12/31/24) | 1,457 time‑based RSUs |
| Stock ownership guideline | 5× annual cash retainer; all then‑serving non‑employee directors were in compliance as of 12/31/24 |
| Pledging/hedging | Company policy prohibits hedging, short sales, holding in margin accounts or pledging for directors; only disclosed pledge relates to Marcelo Claure’s pre‑existing pledge; no pledge disclosure for Kavanaugh |
Related‑Party / Conflicts Check
- Related‑party transactions: TMUS discloses extensive related‑party dealings primarily with Deutsche Telekom and SoftBank; no related‑person transactions involving Kavanaugh or IBM are disclosed .
- Approval policy: Audit Committee reviews related‑party transactions >$120,000 for fairness and best interest; independence impacts considered for outside directors .
Say‑on‑Pay & Shareholder Feedback (context)
- Say‑on‑pay (2023) approval: ~96.7% support, indicating broad investor backing of executive comp program; next say‑on‑pay expected in 2026 per triennial cadence .
Governance Assessment
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Strengths
- Independent director with CFO‑level financial depth; designated “audit committee financial expert,” strengthening financial oversight .
- Solid engagement record: Board/committee attendance thresholds met; Audit Committee met 10× in 2024 .
- Alignment safeguards: Director stock ownership guideline (5× retainer) and anti‑hedging/pledging policy; directors in compliance as of 12/31/24 .
- No disclosed related‑party transactions involving Kavanaugh; not on Compensation Committee, reducing peer‑group conflict risk (IBM is in TMUS peer set) .
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Watch items / potential red flags (contextual)
- TMUS is a controlled company (DT voting control ~58.9%) which reduces certain independence requirements; continued vigilance on Audit Committee autonomy is warranted .
- IBM’s inclusion in TMUS’s exec comp peer group could present perceived influence risk at the program level; mitigated by Kavanaugh’s non‑membership on the Compensation Committee .
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Overall view
- Kavanaugh’s profile is well‑aligned with Audit Committee needs (financial reporting, internal controls, cyber/financial risk oversight) with no disclosed conflicts or attendance concerns; ownership/compensation structures are standard for TMUS directors and aligned with shareholder‑friendly policies .