Peter Osvaldik
T-Mobile USAbout Peter Osvaldik
Peter Osvaldik (age 47) is Executive Vice President and Chief Financial Officer of T-Mobile US, Inc. since July 2020, leading finance, procurement, and supply chain; previously Chief Accounting Officer/SVP Finance (2016–2020) and VP External Reporting & Technical Accounting (2016), and earlier held senior finance roles at Outerwall/Coinstar and PwC. He holds dual bachelor’s degrees in Accounting and Biochemistry from Western Washington University . During his tenure, T-Mobile delivered industry-leading 2024 performance—Total service revenues $66.2B, Core Adjusted EBITDA $31.8B, Adjusted Free Cash Flow $17.0B—and stock price appreciation of 159.3% from the Sprint merger close to year-end 2024, supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| T-Mobile US | EVP & CFO | Jul 2020–present | Leads finance, procurement, supply chain; co-leads Enterprise Risk & Compliance Committee |
| T-Mobile US | Chief Accounting Officer & SVP Finance | Jun 2016–Jun 2020 | Drove financial reporting, controls, pre/post-merger integration finance |
| T-Mobile US | VP External Reporting & Technical Accounting | Jan–Jun 2016 | Led SEC reporting and complex accounting |
| Outerwall (Coinstar) | Chief Accounting Officer; Corporate Controller; Controller Coinstar LOB | 2010–2015 | Oversaw accounting for automated retail portfolio (Redbox/Coinstar), strengthened controls |
| PwC | Senior Manager | Pre-2010 | Led audit/technical accounting engagements |
External Roles
No external public-company directorships or committee roles disclosed for Osvaldik in T-Mobile’s proxy statements .
Fixed Compensation
Multi-year summary (reported compensation):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $800,000 | $950,000 | $975,000 |
| Stock Awards (ASC 718 grant-date fair value) | $6,864,054 | $17,594,929 | $7,161,891 |
| Non-Equity Incentive Compensation (STIP paid) | $2,394,000 | $2,565,950 | $3,256,500 |
| All Other Compensation | $12,200 | $13,200 | $14,130 |
| Total | $10,070,254 | $21,124,079 | $11,407,521 |
2024 target pay mix:
| Component | Target level |
|---|---|
| Base Salary | $975,000 |
| Target STIP (% of base) | 200% → $1,950,000 |
| Target LTI (% of total target cash) | 250% → $7,312,500 |
Performance Compensation
2024 short-term incentive plan (STIP) metrics and results (Company-wide; Osvaldik paid per attainment):
| Metric | Weight | Threshold | Target | Maximum | Actual | Attainment |
|---|---|---|---|---|---|---|
| Service Revenue ($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% |
Osvaldik’s 2024 STIP payout: $3,256,500 (base $975,000 x 200% target x 167% attainment) .
2024 annual LTI awards and vesting design:
| Grant (2/15/2024) | Shares/Units | Grant-date fair value |
|---|---|---|
| Time-based RSUs | 22,476 | $3,533,901 |
| PRSUs – RTSR | 14,610 | $2,391,219 |
| PRSUs – FCF | 7,866 | $1,236,771 |
- RSUs vest 1/3 annually on each of the first three anniversaries of grant date (2/15/2025, 2/15/2026, 2/15/2027), subject to service .
- RTSR PRSUs cliff-vest at 3 years based on percentile total shareholder return vs peer group; 0–200% payout; >100% only if TSR positive .
- FCF PRSUs cliff-vest on absolute FCF over the performance period; 0–200% payout with linear interpolation between threshold/target/max; settled in cash based on TMUS stock value .
Special retention PRSU (the “2023 Special Osvaldik Award”):
| Grant | Target shares | Target value | Metric | Vest date |
|---|---|---|---|---|
| 7/5/2023 | 75,586 | $10,000,000 | Absolute FCF (1/1/2023–12/31/2025) | 7/1/2026 (cliff) |
Performance awards vested in 2024 (earned from 2021 grants):
| PRSU Type | Target (2021) | Earned % | Earned (paid 2024) |
|---|---|---|---|
| RTSR | 12,260 | 131% | 16,060 |
| FCF | 6,601 | 150% | 9,901 |
Stock vested in 2024 and realized value:
| 2024 Vesting | Shares vested | Value realized |
|---|---|---|
| RSUs/PRSUs | 38,358 | $6,237,056 |
Program features (governance/alignment):
- 50/50 RSU/PRSU mix in annual LTI; PRSU metrics weighted 65% RTSR, 35% FCF; caps at 200% .
- Formal SEC/NASDAQ-compliant clawback policy for financial restatements; applies to cash and equity incentive comp .
- Approximately 90% of NEO target compensation “at risk” (variable) supporting pay-for-performance culture .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 22,608 TMUS common shares; <1% of outstanding |
| Stock ownership guideline | 3x base salary for executive officers reporting to CEO; compliance achieved as of 12/31/2024 |
| Hedging/short sales/pledging policy | Prohibited for directors/officers; one legacy director pledge disclosed, none for Osvaldik |
| Options | Company no longer grants options; no option exercises in 2024 |
| Upcoming vesting catalysts | RSUs in three annual tranches from 2/15/2024 grants; PRSUs cliff at 3 years; special PRSU cliffs 7/1/2026 |
Employment Terms
Compensation Term Sheet (effective 9/12/2024; term through 7/2/2026, extendable):
- Compensation minimums: base salary ≥$975,000; target STIP ≥200% of eligible base earnings; annual LTI target value ≥250% of sum of base + target STIP .
- Non-Extension Termination (if Company does not extend or Osvaldik declines extension): lump sum equal to 2.5x target grant-date value of 2023 Special Award minus value of any portion vesting 7/1/2026; capped at $10,000,000; plus up to 18 months Company-paid health/dental and continued mobile discounts; forfeits other unvested LTI and STIP for year of termination .
- Termination without cause/for good reason (prior to 7/2/2026): pro-rata lump sum based on 2.5x Special Award target value minus any portion vesting at termination (pro-rated cap); up to 18 months benefits and mobile discounts; pro-rata vesting of a portion of the 2023 Special Award if termination before 7/1/2026; subject to release and restrictive covenant compliance .
- CIC coordination: if entitled to both Term Sheet severance and Executive Continuity Plan CIC benefits, he receives whichever has greater aggregate value .
Executive Continuity Plan (CIC severance):
- If terminated without cause or for good reason within 24 months following a change in control: 2x the sum of base salary + greater of target STIP at termination or pre-CIC; paid in lump sum; offsets against other arrangements; coordination with Term Sheet as above .
Estimated severance values (company-provided scenarios; as of 12/31/2024):
| Scenario | Cash Severance | Time-based RSUs | Performance-based RSUs | 2024 STIP | Medical | Outplacement | Total |
|---|---|---|---|---|---|---|---|
| Reorg before CIC | $4,139,000 | — | $8,304,027 | — | $46,398 | — | $12,489,425 |
| Without cause/for good reason in/after CIC | $5,850,000 | $10,191,546 | $32,247,549 | $1,950,000 | $30,932 | $4,200 | $50,274,227 |
| Death/Disability | — | $10,191,546 | $32,247,549 | $1,950,000 | — | — | $44,389,095 |
Other programs/policies:
- Non-qualified deferred compensation plan (no employer match): eligible to defer up to 75% of base salary and 100% of annual STIP, RSUs, PRSUs .
- “No excise tax gross ups”, “no single-trigger CIC vesting”, “no significant perquisites” policy statements .
Performance & Track Record (Company context)
| Metric | 2023 | 2024 |
|---|---|---|
| Total service revenues ($B) | $63.2 | $66.2 |
| Core Adjusted EBITDA ($B) | $29.1 | $31.8 |
| Adjusted Free Cash Flow ($B) | $13.6 | $17.0 |
| Postpaid net customer adds (mm) | 5.7 | 6.1 |
| Stock price change since 4/1/2020 | +88.3% to 12/31/2023 | +159.3% to 12/31/2024 |
Governance and risk oversight:
- CFO co-leads Enterprise Risk & Compliance Committee; oversees risk identification/mitigation and reporting to Audit and Nominating & Governance Committees .
Compensation Committee Analysis & Peer Benchmarking
- Compensation Committee engages Mercer as independent consultant; Mercer confirmed independent; fees disclosed .
- Executive compensation benchmarked to a peer group including AT&T, Verizon, Comcast, Charter, Cisco, IBM, Microsoft, Oracle, Qualcomm, etc.; CEO has specific peer-linked provisions, NEOs benchmarked for competitiveness .
Equity Ownership & Alignment Details
| Ownership Guidelines | Requirement | Status |
|---|---|---|
| Executives reporting to CEO | 3x base salary | In compliance as of 12/31/2024 |
Anti-hedging/pledging:
- Company policy prohibits hedging, short sales, margin accounts, and pledging for directors/officers; a legacy director pledge to be unwound was disclosed; no Osvaldik pledges disclosed .
Investment Implications
- Strong pay-for-performance design: 2024 STIP tied to service revenue, net adds, Core Adj. EBITDA, and FCF; 2024 attainment of 167% drove Osvaldik’s payout—aligned with industry-leading 2024 results .
- Retention risk around July 2026: Osvaldik’s Term Sheet expires 7/2/2026 and centers severance math on his $10M special PRSU vesting 7/1/2026; this could create decision leverage and potential selling pressure around vesting/expiration windows .
- Alignment/sell pressure: Broad RSU schedules (annual tranches) and cliff PRSUs, plus 38,358 shares vesting in 2024, indicate periodic settlement supply; absence of options and anti-hedging/pledging policies reduces misalignment risk .
- CIC economics: In a change-in-control, estimated value for Osvaldik includes cash severance and substantial equity acceleration; investors should consider these economics in M&A scenarios .
- Governance quality: Independent consultant, clawback policy, stock ownership guidelines, and high variable pay (~90%) support disciplined compensation and alignment with shareholder value creation .