Letitia Long
About Letitia A. Long
Letitia A. Long is an independent director of T-Mobile US, Inc., serving since 2021 and currently designated as the Company’s National Security Director pursuant to commitments related to the Sprint merger. She is 66, with a background leading U.S. intelligence agencies, and holds a B.S. in Electrical Engineering (Virginia Tech) and an M.S. in Engineering (The Catholic University of America). Her board qualifications emphasize leadership in the intelligence community, national security issues impacting telecommunications, and cybersecurity expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Geospatial-Intelligence Agency (NGA) | Director | 2010–2014 | Led NGA; senior-most role in U.S. geospatial intelligence |
| Defense Intelligence Agency (DIA) | Deputy Director | 2006–2010 | Senior leadership in military intelligence |
| U.S. Department of Defense | Deputy Undersecretary of Defense Intelligence (Planning, Policy & Resources) | 2003–2006 | Oversight of intelligence planning, policy, and resources |
| U.S. Department of Defense | Deputy Director of Naval Intelligence | 2000–2003 | Naval intelligence leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Parsons Corporation | Director | Current | Public company board |
| COPT Defense Properties | Director | Current | Public company board |
| Chain Bridge I (SPAC) | Director | 2021–Dec 2023 | Public company board (prior) |
| Raytheon Company | Director | 2015–2020 | Prior public board |
| Urthecast Corporation | Director | 2015–2018 | Prior public board |
| Sonatype | Director | 2017–2019 | Prior board (private) |
| Virginia Tech | Board of Visitors Member | Current | Non-profit/academic governance |
| Intelligence & National Security Alliance (INSA) | Chair, Board | Current | Industry association leadership |
Board Governance
- Independence: The Board determined Ms. Long is an “independent director” under NASDAQ rules and TMUS Corporate Governance Guidelines .
- Role/Committee: Member, Nominating & Corporate Governance Committee (NCG); NCG held 5 meetings in 2024 .
- National Security Director: TMUS is required to have a National Security Director; Ms. Long currently serves in this capacity .
- Attendance: The Board met 5 times in 2024; each director attended at least 75% of total Board and committee meetings on which they served .
- NCG Oversight Focus: NCG oversees board process, compliance and ethics programs, political/charitable spending, and data privacy & information security, including cybersecurity; it receives periodic reports from security, privacy, and compliance leaders .
- Board Structure Context: TMUS is a “controlled company” under NASDAQ rules due to Deutsche Telekom’s voting control; certain governance exemptions apply (e.g., committee independence composition) .
- Lead Independent Director: Teresa A. Taylor; not Ms. Long .
Fixed Compensation
| Component (2024) | Amount/Detail | Source |
|---|---|---|
| Fees Earned or Paid in Cash (Ms. Long) | $273,308 | |
| All Other Compensation (Ms. Long) | $114,208, including $70,250 for services overseeing compliance with national security commitments | |
| Total (Ms. Long) | $710,282 | |
| Annual Board Cash Retainer (program) | $143,000 | |
| Additional Retainers (program) | Lead Independent Director $55,000; Audit Chair $60,000; Comp Chair $25,000; NCG Chair $20,000; Audit Committee Member $15,000; National Security Director $75,000 | |
| Meeting Fees (program) | Board $3,000 per meeting; Committee $2,000 per meeting |
Notes:
- The director compensation program was increased effective June 13, 2024 (cash retainer to $143,000; annual RSU grant value to $255,000) to align with market practices .
Performance Compensation
| Equity Element | Amount/Detail | Vesting/Terms | Source |
|---|---|---|---|
| Stock Awards (Ms. Long, 2024 accounting grant-date value) | $322,766 | Time-based RSUs | |
| Annual RSU Grant (program) | $255,000 grant-date value | Granted immediately after annual meeting; vests on first anniversary (or next annual meeting if not standing for re-election); forfeiture upon early departure; accelerated vest on change in control | |
| Unvested RSUs as of 12/31/2024 (Ms. Long) | 1,457 units | Subject to standard director RSU terms |
Additional policies:
- Anti-hedging/pledging: Directors are prohibited from hedging, short sales, and pledging of TMUS stock; a pre-existing pledge exception applies only to another director (Mr. Claure) and is not tied to Ms. Long .
Other Directorships & Interlocks
| Company/Entity | Relationship to TMUS | Interlock/Conflict Disclosure |
|---|---|---|
| Parsons Corporation; COPT Defense Properties; Chain Bridge I (prior) | No related-party transactions disclosed with TMUS | No related-party transaction involving Ms. Long disclosed in the proxy |
Expertise & Qualifications
- Qualifications cited by TMUS: Leadership in the intelligence community; expertise on national security issues impacting the telecommunications industry; cybersecurity expertise .
- Education: B.S. in Electrical Engineering (Virginia Tech); M.S. in Engineering (The Catholic University of America) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 4,196 shares; <1% of outstanding | As of March 31, 2025 |
| Unvested RSUs | 1,457 units | As of December 31, 2024 |
| Ownership Guidelines (Directors) | 5x annual cash retainer | Compliance required within 5 years; retain 50% of net shares until met |
| Compliance Status | All then-serving non-employee directors in compliance as of 12/31/2024 | Includes Ms. Long |
| Hedging/Pledging | Prohibited by policy | No exception disclosed for Ms. Long |
Governance Assessment
-
Strengths:
- Independence affirmed; designated by NCG for nomination, underscoring independence within a controlled-company structure .
- Deep national security/cyber background aligned with telecom risk profile; serves as the required National Security Director .
- Active committee domain (NCG) oversees compliance, ethics, and cybersecurity risk; committee met five times in 2024 .
- Ownership alignment: complies with 5x retainer guideline; receives equity; subject to anti-hedging/pledging policy .
- Attendance: met minimum engagement standard (≥75%) alongside peers; Board held 5 meetings in 2024 .
-
Watch items / potential investor questions:
- Controlled-company status affords governance exemptions; continued emphasis on independent oversight (including Lead Independent Director) is important .
- “All other compensation” includes specialized fees ($70,250) for national security oversight; while aligned with her designated role, investors may monitor the balance of cash vs. equity and the rationale for such fees over time .
- No related-party transactions disclosed involving Ms. Long; TMUS maintains a formal related-person transaction review policy via the Audit Committee .
-
Director compensation structure changes:
- June 2024 retainer and RSU value increases reflect market benchmarking; maintains equity-heavy mix and vesting requirements .
-
Policies supporting investor alignment:
- Clawback policy aligned with SEC/NASDAQ; robust anti-hedging/pledging policy; comprehensive governance materials publicly available .