Mark Nelson
T-Mobile USAbout Mark W. Nelson
Executive Vice President and General Counsel of T-Mobile US since October 2021; oversees legal and government affairs. Previously practiced law for 25+ years at Cleary Gottlieb Steen & Hamilton LLP across mergers/antitrust, litigation, and regulatory proceedings; recognized nationally by Chambers, American Lawyer, Benchmark Litigation, and Legal 500. Education: B.S., Cornell University; J.D., Harvard Law School. Performance-linked outcomes include earned PRSUs tied to relative TSR from his 2021 sign-on award, which vested at 158% in 2024; annual PRSU frameworks include R-TSR and FCF metrics with historical cycles for NEOs earning 131% (R-TSR) and 150% (FCF) on 2021 awards; Nelson’s 2024 non-equity incentive (STIP) payout was $3,012,263 based on Company performance measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cleary Gottlieb Steen & Hamilton LLP | Antitrust lawyer and litigator | 25+ years | Led complex mergers/antitrust counseling, civil/criminal litigation, and regulatory proceedings before federal and state agencies; nationally recognized in leading legal publications |
External Roles
No public company directorships or external board roles disclosed for Mr. Nelson; industry recognition cited by Chambers, American Lawyer, Benchmark Litigation, Legal 500 .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 950,000 | 75,472 | 401(k) match/perqs breakdown included in proxy footnotes |
| 2023 | 950,000 | 14,115 | 401(k) match, minor items |
| 2024 | 975,000 | 14,291 | 401(k) match, minor items |
Target cash compensation as of December 31, 2024:
| Component | Value |
|---|---|
| Base Salary | $975,000 |
| Target STIP % of Salary | 185% |
| Target STIP Value | $1,803,750 |
| Total Target Cash | $2,778,750 |
Performance Compensation
| Metric/Award | Weighting | Target | Actual/Payout | Vesting/Performance Period | Notes |
|---|---|---|---|---|---|
| 2024 STIP (annual cash) | Not disclosed | $1,803,750 target | $3,012,263 paid | Annual 2024 | Based on Company performance measures |
| 2021 Sign‑On PRSUs (R‑TSR) | N/A (one‑time) | 56,329 target PRSUs | 88,999 earned (158%) | 3‑yr period ending Oct 11, 2024 | Granted Oct 11, 2021 |
| 2024 Annual PRSU (R‑TSR) | 50% of LTI mix (total PRSU+RSU) | 13,879 target PRSUs | TBD | 3‑yr performance (grant Feb 15, 2024) | Award based on average price; performance-based PRSUs |
| 2024 Annual PRSU (FCF) | 50% of LTI mix (total PRSU+RSU) | 7,473 target PRSUs | TBD | Performance period aligned to FCF cycle | Award based on average price; performance-based PRSUs |
| 2024 Annual RSU (time‑based) | 50% of LTI mix | 21,352 RSUs | Ongoing vesting | Time-based vest per plan agreements | Granted Feb 15, 2024 |
2024 LTI grant value and share mix:
| Total 2024 LTI Target Value ($) | Time‑Based RSUs (#) | Target R‑TSR PRSUs (#) | Target FCF PRSUs (#) |
|---|---|---|---|
| 6,946,875 | 21,352 | 13,879 | 7,473 |
Historical PRSU outcomes (company program context): 2021 annual PRSUs for NEOs vested at 131% (R‑TSR) and 150% (FCF) based on performance; Nelson’s one‑time sign‑on PRSUs were tied to R‑TSR and vested at 158% .
Equity Ownership & Alignment
Beneficial ownership and vesting activity:
| Date | Beneficially Owned Shares (#) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mar 31, 2024 | 4,209 | <1% | As reported under SEC rules |
| Mar 31, 2025 | 15,313 | <1% | As reported under SEC rules |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Type | Grant Date | Unvested/Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|---|
| PRSU (R‑TSR, 2024 grant) | 2/15/2024 | 13,879 | 6,127,023 |
| PRSU (FCF, 2024 grant) | 2/15/2024 | 7,473 | 1,649,515 |
| RSU (2024 grant) | 2/15/2024 | 21,352 | 4,713,027 |
| PRSU (R‑TSR, 2023 grant) | 2/15/2023 | 14,985 | 6,615,278 |
| PRSU (FCF, 2023 grant) | 2/15/2023 | 8,068 | 1,780,850 |
| RSU (2023 grant) | 2/15/2023 | 15,369 | 3,392,399 |
| PRSU (R‑TSR, 2022 grant) | 2/15/2022 | 19,983 | 8,821,695 |
| PRSU (FCF, 2022 grant) | 2/15/2022 | 10,759 | 4,749,668 |
| RSU (2022 grant) | 2/15/2022 | 10,248 | 2,262,041 |
Shares vested in 2024:
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 106,930 |
| Value Realized on Vesting ($) | 21,857,459 |
Ownership guidelines and pledging:
- Stock ownership guidelines require 3x base salary for executive officers reporting to the CEO; as of Dec 31, 2023, all NEOs (including Nelson) were in compliance .
- Securities trading policy prohibits hedging, short sales, margin accounts, and pledging; no Nelson pledging disclosed. Exception noted for a director pre‑dating Sprint combination; policy otherwise prohibits pledging for officers .
Employment Terms
- At‑will employment under the Nelson Offer Letter; entitled to minimum base salary ($950,000), target annual short‑term incentive of ≥185% of base, and annual LTI of ≥250% of base+target STI; standard senior executive benefits .
- Retirement provision: voluntary resignation after age 60 (with ≥6 months’ notice) provides prorated STI for year of termination (based on actual performance through the prior quarter or target if in Q1), continued vesting of outstanding RSUs and PRSUs per award terms (PRSUs earned based on lesser of full period performance or performance through termination), up to 18 months of company‑paid medical/dental benefits, and continued mobile discounts; death/disability post‑retirement accelerates full vesting with PRSUs determined as above .
- Severance guidelines (context for executives): Company framework provides consideration of 2x total target cash, prorated STI, COBRA up to 12 months, and outplacement; cash severance coordinated with other plans/agreements .
- Executive Continuity Plan (change‑in‑control): double‑trigger cash severance equal to 2x (base + greater of target STI at termination or immediately prior to CIC), payable in lump sum; equity acceleration—time‑based awards fully vest, performance‑based awards vest at greater of target or actual performance as of last trading day prior to CIC—if terminated without cause or for good reason within specified window post‑CIC .
- Clawback policy: Amended and Restated Executive Incentive Compensation Recoupment Policy adopted Sept 2023 to recover excess incentive‑based compensation upon accounting restatements (current and former executive officers) .
Estimated payments upon termination/CIC (as of Dec 31, 2024; RSU/PRSU values use $220.73/share):
| Scenario | Cash Severance ($) | Time‑Based RSUs ($) | Performance‑Based RSUs ($) | 2024 STIP ($) | Medical ($) | Outplacement ($) | Total Estimated Value ($) |
|---|---|---|---|---|---|---|---|
| Reorganization (pre‑CIC) | 5,557,500 | 5,529,213 | 11,062,294 | 1,803,750 | 26,425 | 4,200 | 23,983,381 |
| Termination w/o Cause or for Good Reason in connection/after CIC | 5,557,500 | 10,367,467 | 16,587,197 | 1,803,750 | 26,425 | 4,200 | 34,346,539 |
| Death or Disability | — | 10,367,467 | 16,587,197 | 1,803,750 | — | — | 28,758,415 |
Compensation Structure
Summary Compensation (multi‑year):
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 950,000 | 8,447,371 | 3,005,325 | 12,478,167 |
| 2023 | 950,000 | 7,046,147 | 2,565,950 | 10,576,212 |
| 2024 | 975,000 | 6,803,731 | 3,012,263 | 10,805,285 |
2024 Grants of Plan‑Based Awards (Nelson):
| Award Type | Grant Date | Threshold | Target | Maximum | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| STIP | — | 90,188 | 1,803,750 | 3,607,500 | — | — |
| PRSU (R‑TSR) | 2/15/2024 | — | — | — | 13,879 | 2,271,576 |
| PRSU (FCF) | 2/15/2024 | — | — | — | 7,473 | 1,174,980 |
| RSU (time‑based) | 2/15/2024 | — | — | — | 21,352 | 3,357,175 |
Program features: heavy pay‑for‑performance orientation; independent consultant; stock ownership guidelines; clawback; no single‑trigger vesting; no excise tax gross‑ups; no hedging/pledging; substantial variable pay .
Deferred Compensation
Non‑qualified Deferred Compensation (2023):
| Executive Contributions ($) | Aggregate Earnings ($) | Aggregate Balance at Year‑End ($) |
|---|---|---|
| 1,974,431 | 317,438 | 4,248,471 |
Plan permits deferral of up to 75% of base salary, 100% of annual incentive, and 100% of RSU/PRSU awards; no employer match; Nelson elected participation .
Risk Indicators & Red Flags
- Form 4 timeliness: one late Form 4 by Mark W. Nelson related to a dividend reinvestment transaction for FY2024; company disclosed and believes it was not timely filed per Section 16(a) .
- Hedging/pledging prohibited for officers; no Nelson hedging/pledging disclosed; exception applies to a director’s legacy pledge only .
- No excise tax gross‑ups on CIC payments; no single‑trigger vesting; clawback policy in place .
Equity Ownership & Alignment (Guidelines)
- Ownership requirement: 3x base salary for executive officers reporting to CEO; compliance required within 5 years; retain at least 50% of net shares until threshold met; all NEOs in compliance as of Dec 31, 2023 .
Employment & Contracts
- Offer Letter terms (ongoing): minimum salary $950,000; STI target ≥185% of salary; LTI target ≥250% of salary+target STI; at‑will status; standard benefits .
- Retirement after age 60: prorated STI, continued vesting of RSUs/PRSUs, up to 18 months medical/dental, continued mobile discounts; death/disability post‑retirement accelerates vesting .
- Change‑in‑control: Executive Continuity Plan provides 2x base + target STI (greater of at termination or pre‑CIC) and equity acceleration on double‑trigger .
Investment Implications
- Strong pay‑for‑performance alignment: mix of 50% PRSUs (R‑TSR and FCF) and 50% RSUs, with evidence of outperformance via 158% vesting on Nelson’s sign‑on R‑TSR PRSUs and robust vesting value realized in 2024 ($21.9M) .
- Retention risk moderate: at‑will arrangement balanced by retirement‑friendly vesting continuation at age 60 and participation in CIC double‑trigger plan; substantial unvested PRSU/RSU balances indicate ongoing retention hooks tied to multi‑year performance .
- Insider supply dynamics: significant 2024 vesting events (106,930 shares) and sizable outstanding awards could create periodic selling windows; policy restrictions (blackouts, anti‑hedging/pledging) and ownership guidelines temper immediate selling pressure .
- Governance quality: no excise tax gross‑ups, double‑trigger equity vesting on CIC, clawback policy, and ownership guidelines support shareholder alignment; minor late Form 4 disclosure acknowledged .