Michael Katz
T-Mobile USAbout Michael Katz
Michael J. Katz is President, Marketing, Strategy and Products at T-Mobile US; age 46; he leads Marketing, Product, Strategy, T‑Ads, and Wholesale, and previously served as CMO and President of the Business Group . He has over 20 years at T-Mobile with roles across marketing, corporate strategy, sales, and distribution; he holds a BA in sociology from Colorado State University and was named a top 40 under 40 by Puget Sound Business Journal in 2017 . Company performance context for his incentives: 2024 Total service revenues $66.2B, Net income $11.3B, Core Adjusted EBITDA $31.8B, Adjusted Free Cash Flow $17.0B; T-Mobile’s stock rose 159.3% from 4/1/2020 to 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| T-Mobile US | President, Marketing, Strategy & Products | Oct 2023–present | Leads integrated Marketing, Product, Strategy, T‑Ads, Wholesale; strategic partner across all lines of business |
| T-Mobile US | President, Marketing Innovation & Experience | Prior to Oct 2023 | Led brand strategy, digital experiences, media, sponsorships, promotions, acquisition/management |
| T-Mobile US | Chief Marketing Officer | Jun 2022–Dec 2022 | Drove consumer marketing and growth initiatives |
| T-Mobile US | President, Business Group | Prior to CMO role | Led marketing, sales, operations, IoT, wholesale and wireline; business development |
| T-Mobile US | Sales & Distribution (Denver, Chicago) | Earlier career | Built third‑party distribution networks in major markets |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $800,000 | $850,000 |
| All Other Compensation ($) | $13,200 | $18,630 (incl. $13,800 401k match; $4,830 security) |
Performance Compensation
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|---|
| Service Revenue ($mm) | 20% | $63,460 | $66,460 | $67,210 | $66,890 | 157% |
| Total Net Additions (mm) | 20% | 4.022 | 6.022 | 6.772 | 6.427 | 154% |
| Core Adjusted EBITDA ($mm) | 30% | $29,400 | $31,400 | $32,150 | $31,771 | 149% |
| Adjusted Free Cash Flow ($mm) | 30% | $15,250 | $16,500 | $17,250 | $17,424 | 200% |
| Total Corporate Attainment | — | — | — | — | — | 167% |
| Katz 2024 STIP ($) | — | — | $1,572,500 | $3,145,000 | — | $2,626,075 |
| Equity Grants (Grant Date 2/15/2024) | Count | Grant‑date Fair Value ($) | Vesting |
|---|---|---|---|
| Time‑based RSUs | 18,614 | $2,926,679 | 1/3 annually on each 2/15/2025, 2/15/2026, 2/15/2027 (service‑based) |
| PRSUs (RTSR, stock‑settled) | 12,100 target | $1,980,407 | Cliff at 3 years; payout 0–200% based on TSR percentile vs peer group; >100% requires positive TSR |
| PRSUs (FCF, cash‑settled) | 6,514 target | $1,024,196 | Cliff at 3 years; payout 0–200% based on absolute FCF; cash amount tied to stock value |
| Summary Compensation ($) | 2023 | 2024 |
|---|---|---|
| Salary | $800,000 | $850,000 |
| Stock Awards (ASC 718 at grant) | $5,204,908 | $5,931,282 |
| Non‑Equity Incentive (STIP) | $1,752,000 | $2,626,075 |
| All Other Compensation | $13,200 | $18,630 |
| Total | $7,770,108 | $9,425,987 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 103,935 common shares as of 3/31/2025 |
| Ownership % of Shares Outstanding | ~0.009% (103,935 / 1,136,660,313) |
| Unvested RSUs outstanding | 2024: 18,614; 2023: 11,353; 2022: 5,299 |
| Unearned PRSUs outstanding | 2024 RTSR: 12,100; 2024 FCF: 6,514; 2023 RTSR: 11,069; 2023 FCF: 5,960; 2022 RTSR: 10,334; 2022 FCF: 5,563 |
| Stock Ownership Guidelines | 3× base salary for executives reporting to CEO; meet within 5 years and retain ≥50% of net shares until compliant |
| Compliance Status | All then‑serving NEOs in compliance as of 12/31/2024 |
| Hedging/Pledging | Anti‑hedging, anti‑short sale, and anti‑pledging policy for directors/officers; no pledges disclosed for Katz |
Employment Terms
| Provision | Terms |
|---|---|
| Compensation Term Sheet | Effective 3/18/2025; base ≥$975,000; target STIP ≥200% of eligible earnings; annual LTI target ≥$8,575,000 |
| Market Percentile Calibration | From 2026: base salary and LTI set to no less than 50th percentile for highest‑paid exec role (ex‑CEO/CFO/Exec Chair) in peer group |
| Severance (No CIC) | If terminated without cause or for good reason: 2× (base + target bonus), prior year unpaid bonus, prorated current bonus (actual), next RSU tranche vests, PRSUs prorated based on actual performance; 18 months health; mobile discounts; release required |
| Change‑in‑Control (CIC) | Under Executive Continuity Plan: 2× (base + greater of target bonus at termination or pre‑CIC); time‑based equity vests; PRSUs vest at greater of target or actual; “best pay” cut to avoid 280G excise tax if beneficial |
| Non‑compete/Non‑solicit | Named executives subject to confidentiality and post‑termination covenants (generally 12–18 months; Sievert 24 months) |
| Clawback | SEC/NASDAQ‑compliant recoupment for excess incentive‑based pay upon accounting restatement; applies to current/former execs |
| No Tax Gross‑ups | No excise tax gross‑ups; no single‑trigger CIC vesting; no guaranteed bonuses |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Annual STIP (cash) | — | 185% of base ($1,572,500) | Corporate attainment 167% | $2,626,075 | Cash paid per plan, capped at 200% |
| 2024 RSUs | 50% of LTI value | 18,614 units | Service vest | n/a | 1/3 annually on 2/15/2025, 2/15/2026, 2/15/2027 |
| 2024 PRSUs – RTSR | 65% of PRSU mix | 12,100 target units | Relative TSR vs peer group | 0–200% | 3‑year cliff; stock‑settled |
| 2024 PRSUs – FCF | 35% of PRSU mix | 6,514 target units | Absolute FCF (threshold 25%, target 100%, max 200%) | 0–200% | 3‑year cliff; cash‑settled (value tied to stock) |
Investment Implications
- Pay‑for‑performance alignment: Katz’s cash bonus and PRSUs are tied to service revenue, net adds, Core Adjusted EBITDA, Adjusted FCF, and multi‑year RTSR/FCF outcomes; 2024 corporate attainment was 167%, supporting above‑target STIP payout .
- Retention and selling pressure: RSUs vest annually each 2/15 (2025–2027); PRSUs cliff vest after three years—common tax‑withholding sales could occur around vest dates; anti‑hedging/pledging mitigates misalignment risk .
- Ownership and alignment: Beneficial ownership of 103,935 shares with compliance to 3× salary guideline indicates meaningful “skin in the game” despite a small percentage of outstanding shares (~0.009%) .
- Contract economics: 2× salary+bonus severance and pro‑rata equity vesting (with CIC protection via Executive Continuity Plan) reduce transition risk; 2026 percentile calibration to 50th ensures market competitiveness without ratcheting to upper quartiles .
- Governance safeguards: SEC/NASDAQ clawback, no tax gross‑ups, and no single‑trigger CIC vesting reflect shareholder‑friendly practices that lower red‑flag risk .