Mike Sievert
T-Mobile USAbout Mike Sievert
President & CEO of T-Mobile US since April 2020 and director since 2018; age 55; BA in Economics (Wharton). Under his tenure, TMUS stock rose 159.3% from Apr 1, 2020 to Dec 31, 2024, while Net Income rose 270% and Adjusted Free Cash Flow rose 468% (2020→2024), evidencing strong value creation . 2024 operating metrics: Total Service Revenues $66.2B; Postpaid Service Revenues $52.3B; Net Income $11.3B; Core Adjusted EBITDA $31.8B; Adjusted FCF $17.0B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| T-Mobile US | EVP & CMO; COO; President & COO; CEO | 2012–present (CEO since Apr 2020) | Led branding/Un-carrier, integration post Sprint; drove subscriber and FCF growth |
| Clearwire | Chief Commercial Officer | 2009–2011 | Ran all customer-facing operations |
| Switchbox Labs | Co-founder & CEO | 2008–2009 | Built consumer tech sold to Lenovo |
| Microsoft | Corporate VP, Windows (global P&L) | 2005–2008 | Global product mgmt and P&L for Windows |
| AT&T Wireless | EVP & CMO | ~2002–2005 | Led marketing in wireless |
| E*TRADE | Chief Sales & Marketing Officer | Prior to 2005 | Commercial leadership in fintech |
| Procter & Gamble; IBM | Early roles | — | Foundational operating/tech experience |
External Roles
| Organization | Role | Years |
|---|---|---|
| Starbucks Corporation | Director | Current |
| Rogers Wireless; Switch & Data; multiple startups | Director | Prior |
| Shaw Communications | Director | 2018–Apr 2023 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,664,285 | 1,748,414 | 1,848,077 |
| Target Bonus % of Salary | ≥250% (per employment agreement) | ≥250% | 250% |
| Peer Benchmarking (CEO) | Base at median; LTI 60th percentile (2024) | — | Base $1.85M; LTI target $20.853M (60th percentile) |
Performance Compensation
| Component | Metric | Weight | Threshold | Target | Maximum | Actual | Payout/Vesting |
|---|---|---|---|---|---|---|---|
| 2024 STIP (cash) | Service Revenue ($mm) | 20% | 63,460 | 66,460 | 67,210 | 66,890 | 157% achievement; CEO STIP paid $7,723,750 |
| 2024 STIP (cash) | Total Net Adds (mm) | 20% | 4.022 | 6.022 | 6.772 | 6.427 | 154% achievement |
| 2024 STIP (cash) | Core Adjusted EBITDA ($mm) | 30% | 29,400 | 31,400 | 32,150 | 31,771 | 149% achievement |
| 2024 STIP (cash) | Adjusted FCF ($mm) | 30% | 15,250 | 16,500 | 17,250 | 17,424 | 200% achievement; total corporate attainment 167% |
| 2024 PRSUs | Relative TSR (vs peer group) | 65% (of PRSU mix) | 25th pct (25%) | 50th pct (100%) | 80th+ (200%) | 3-yr measurement; settles in shares | 0–200% linear; >100% requires positive TSR |
| 2024 PRSUs | Absolute FCF | 35% (of PRSU mix) | 25% | 100% | 200% | 3-yr measurement to 12/31/2026; settled in cash | 0–200% linear |
| 2021 PRSUs (vested 2024) | Relative TSR | — | — | — | — | 131% of target | Earned and paid in shares |
| 2021 PRSUs (vested 2024) | FCF | — | — | — | — | 150% of target | Earned and paid (cash based on stock value) |
2024 equity grant sizing for CEO:
- RSUs: 64,093 units; grant-date fair value $10,077,342
- PRSU RTSR target: 41,661 units; fair value $6,818,656
- PRSU FCF target: 22,432 units; fair value $3,526,983
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 236,640 shares; <1% of outstanding as of Mar 31, 2025 |
| Stock Ownership Guidelines | CEO 5x base salary; all NEOs in compliance as of Dec 31, 2024 |
| Anti-Hedging/Pledging | Hedging, short sales, and pledging prohibited; policy noted (exception only for director Claure’s pre-2020 pledge, not applicable to CEO) |
| Outstanding (FY-end 2024) | 2024 RSUs: 64,093 (MV $14,147,248); 2024 PRSU RTSR: 41,661 (MV $18,391,665 at max reporting); 2024 PRSU FCF: 22,432 (MV $4,951,415 at target reporting) |
Insider transactions (2025): Multiple Form 4s and Form 144s indicating periodic sales/withholdings around vesting cycles (e.g., 22,500-share sales on Feb 25–26, May 19–20, Aug 18–19, 2025; RSU tax-withholding entries on Nov 9, 2025). See SEC filing indexes and Form 4 summaries .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement Term | Through Apr 1, 2028; auto 1-year extensions unless 90-day notice |
| Base Salary Escalators | ≥$1.85M (2024); ≥$1.9M (2025); ≥$2.0M (2026–2027) or peer median, whichever higher |
| Target Bonus | ≥250% of base salary; max payout 200% of target |
| LTI Structure | 50% PRSUs (RTSR/FCF), 50% RSUs; 2024 LTI target grant value set to peer 60th percentile ($20.853M); 2025+ peer 65th percentile floor |
| RSU Vesting | 3 annual tranches over 3 years |
| PRSU Vesting | Cliff vest after 3-year performance period (RTSR relative; FCF absolute) |
| Non-Compete & Covenants | Restrictive covenants; CEO non-compete duration 2 years post termination |
| Clawback | SEC/NASDAQ-compliant recoupment of incentive-based comp upon restatement |
| Severance (No CIC) | 2x (base + target bonus) cash; prior-year STIP if unpaid; pro-rata current-year STIP based on actual; full RSU vest; PRSUs: pro-rata based on actual and pro-rata at greater of target/actual; 18 months medical; office/assistant support (≤$25k/month, 18 months); continued mobile discounts, subject to release |
| Change-in-Control (CIC) | Under plans/agreements: time-based awards fully vest; PRSUs vest/pay at greater of target or actual; STIP at greater of target or actual; cash severance structured under Executive Continuity Plan for other NEOs (2x base + greater of target bonus at termination/just before CIC), with “best-pay” 280G cutback |
| Estimated Payments (as of 12/31/2024) | CEO: Cash Severance $12,950,000 in both reorg before CIC and after/in connection with CIC; plus vesting values and STIP per table below |
| Retirement Provision | CEO can retire on/after Apr 1, 2026; scaled cash multiple and proportional vesting of time/performance awards plus benefits; office/assistant and mobile discounts continue |
Estimated payments for CEO (as of 12/31/2024):
| Scenario | Cash Severance ($) | Time-Based RSUs ($) | Performance-Based RSUs ($) | 2024 STIP ($) | Office/Assistant ($) | Medical Coverage ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Reorg before CIC | 12,950,000 | 28,821,378 | 59,741,237 | 4,625,000 | 450,000 | 28,342 | 4,200 | 106,620,157 |
| Termination w/o cause or for good reason in/after CIC | 12,950,000 | 28,821,378 | 59,741,237 | 4,625,000 | 450,000 | 28,342 | 4,200 | 106,620,157 |
| Death/Disability | — | 28,821,378 | 59,741,237 | 4,625,000 | — | — | — | 93,187,615 |
Transition update (2025): An 8‑K “Sievert Amendment” (Sept 2025) states Mr. Sievert will cease CEO role and become Vice Chairman of T-Mobile and of the Board, with $7,000,000 annual base; no STIP/LTI; and severance/accelerated vesting as if terminated on the Effective Date (with RTSR performance period truncated to Sept 19, 2025 for determination). Post-Effective Date termination provisions include a lump sum equal to 12 months of then-current base salary less base earned, and continued benefits/mobile discounts, subject to release .
Director & Board Governance
| Attribute | Detail |
|---|---|
| Board Structure | Controlled company (DT controls ~58.9% of voting via proxy); 13 directors; Chair (Timotheus Höttges, CEO of DT) separate from CEO |
| Lead Independent Director | Teresa A. Taylor; presides over executive sessions and governs independent director activities |
| Independence | Independent directors designated; CEO (Sievert) is not independent |
| Committees | Audit; Compensation; Nominating & Governance; CEO Selection; Executive; Transaction (Sievert serves on Executive and Transaction) |
| Committee Chairs | Independent chairs for Audit/Comp/NomGov; Mercer as independent comp consultant |
| Meetings & Attendance | Board met 5 times in 2024; each director ≥75% attendance; all attended 2024 annual meeting |
| Anti-Hedging/Pledging | Prohibitions in policy (exception only for a director’s pre-existing pledge) |
| Say-on-Pay | 2023 vote approval ~96.7%; next say-on-pay expected in 2026 |
Director compensation program (non-employee directors): Annual cash retainer $143,000; RSUs $255,000; additional retainers for roles; meeting fees; stock ownership guideline = 5x cash retainer; all compliant as of Dec 31, 2024 .
Multi-Year Compensation Summary (CEO)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,664,285 | 1,748,414 | 1,848,077 |
| Stock Awards ($) | 20,175,892 | 29,281,807 | 20,422,982 |
| Non-Equity Incentive (STIP) ($) | 7,128,588 | 6,387,500 | 7,723,750 |
| All Other Compensation ($) | 91,282 | 71,131 | 45,437 |
| Total ($) | 29,060,048 | 37,488,851 | 30,040,245 |
Equity Grant Detail (2024)
| Award Type | Grant Date | Target Units | Grant-Date Fair Value ($) |
|---|---|---|---|
| RSU (time-based) | Feb 15, 2024 | 64,093 | 10,077,342 |
| PRSU – RTSR | Feb 15, 2024 | 41,661 | 6,818,656 |
| PRSU – FCF | Feb 15, 2024 | 22,432 | 3,526,983 |
Performance & Track Record
- 2024: Industry-leading growth; postpaid net adds 6.1M; record low churn; broadband customers 6.4M; record Adjusted FCF $17.0B; network leadership expanded; strategic moves in fiber JVs; first 5G SA core slice for first responders; satellite-to-cell connectivity .
- Pay vs Performance linkage: Compensation actually paid tracks stock price performance; strong TSR relative to peers over 2020–2024 .
Compensation Structure Analysis
- High at-risk mix: ~90% of CEO target comp is variable; strong multi-metric STIP; PRSUs tied to RTSR and FCF .
- Peer benchmarking: CEO base and LTI set at market-based percentiles (median base; 60th percentile LTI in 2024; 65th in 2025+) .
- No gross-ups; formal clawback; caps at 200%; independent consultant Mercer; annual risk assessments; no significant perquisites beyond security .
Risk Indicators & Red Flags
- Controlled-company governance: DT’s voting control (~58.9% as of Mar 31, 2025) may limit certain governance requirements (board majority independence, etc.) though mitigated by independent committee chairs and lead independent director .
- Large severance/change-in-role economics: CEO severance package substantial (cash plus full/accelerated equity vesting in many scenarios), and 2025 transition “Sievert Amendment” grants $7M base and accelerated vesting mechanics; monitor alignment during transition .
- Insider selling cadence: Recurring Form 4/Form 144 filings around vesting dates may add perceived overhang; evaluate 10b5‑1 plans and tax withholdings noted in filings .
Equity Ownership & Alignment (Detail at FY-End 2024)
| Award | Unvested Units | Market Value Assumption ($220.73/sh) |
|---|---|---|
| 2024 RSUs | 64,093 | $14,147,248 |
| 2024 PRSU RTSR | 41,661 | $18,391,665 (SEC max reporting methodology) |
| 2024 PRSU FCF | 22,432 | $4,951,415 (target reporting) |
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay approval: ~96.7% support; next vote in 2026 .
Compensation Peer Group (Reference)
AT&T, Charter, Cisco, Comcast, Intel, IBM, Liberty Global, Lumen, Microsoft, Oracle, Qualcomm, Disney, Verizon; TMUS set base/LTI targets vs percentiles of this group .
Investment Implications
- Alignment: Strong pay-for-performance with multi-metric STIP and PRSUs linked to TSR and FCF; CEO meets ownership guidelines; anti-hedging/pledging policies enforce alignment .
- Retention/transition: The 2025 “Sievert Amendment” indicates leadership transition to Vice Chairman with significant base pay and accelerated vesting treatment; assess execution continuity and succession strength, and monitor 2025–2026 PRSU determinations under amended timelines .
- Governance: Controlled-company status persists; however, separation of Chair/CEO, lead independent director, independent committee leadership, and strong clawback mitigate risks .
- Trading signals: Periodic insider Forms 4/144 around vesting dates suggest ongoing sales cadence; investors should monitor for 10b5‑1 plan disclosures and tax-withholding entries to gauge pressure on float .
Notes: All compensation/ownership data reflect the Company’s 2025 DEF 14A and associated SEC filings for accuracy. Non-GAAP measures are reconciled in the proxy Appendix A; STIP actuals adjusted per Compensation Committee provisions .