Raphael Kubler
T-Mobile USAbout Raphael Kübler
Raphael Kübler is a long-tenured T-Mobile US director (since 2013), currently Senior Vice President of the Corporate Operating Office at Deutsche Telekom, reporting directly to DT’s CEO; he previously led Group Controlling at DT and served as CFO of T‑Mobile Deutschland. He studied Business Administration at HEC Paris and the Universities of Bonn and Cologne and holds a doctoral degree from the University of Cologne; age 62 as disclosed in the 2025 proxy . He is not classified as an independent director under NASDAQ rules given Deutsche Telekom affiliation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Telekom | Senior Vice President, Corporate Operating Office | Since Jan 2014 | Reports directly to DT CEO; oversight across group operations |
| Deutsche Telekom | Senior Vice President, Group Controlling | Jul 2009 – Dec 2013 | Led financial planning, analysis, and steering for DT Group |
| T‑Mobile Deutschland GmbH | Chief Financial Officer | Nov 2003 – Jun 2009 | CFO of German mobile operations (Telekom Deutschland GmbH) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BT Group | Director | Not specified (current as disclosed) | Listed among other public company boards |
| Ströer Management SE | Director | 2018 – 2022 | Former public company board role |
Board Governance
| Committee | Role | 2024 Meetings Held | Notes |
|---|---|---|---|
| Compensation | Member | 6 | Committee engages Mercer as independent consultant; Mercer deemed independent |
| Nominating & Corporate Governance | Member | 5 | Oversees board process, compliance/ethics, cybersecurity governance |
| Executive | Member | 0 (meets as needed per charter) | Monitors operating performance and strategic goals |
- Director independence: Kübler is not listed among independent directors under NASDAQ and company guidelines .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Chairman is DT’s CEO Timotheus Höttges; Lead Independent Director Teresa A. Taylor with defined oversight responsibilities .
- Controlled company: DT exercises voting control over ~58.9% of TMUS (including SoftBank’s ~7.5% via Proxy Agreement), with rights to designate 10 directors and committee placements, impacting governance dynamics .
Fixed Compensation
| Element | Amount ($) | Applicability to Kübler |
|---|---|---|
| Annual cash retainer (Board) | 143,000 | Not eligible; non‑employee directors exclude DT officers/employees |
| Annual RSU grant (time‑based) | 255,000 grant-date fair value | Not eligible |
| Lead Independent Director retainer | 55,000 | Not applicable |
| Audit Committee Chair retainer | 60,000 | Not applicable |
| Compensation Committee Chair retainer | 25,000 | Not applicable |
| Nominating & Corporate Governance Chair retainer | 20,000 | Not applicable |
| Audit Committee member retainer (in addition to Chair) | 15,000 | Not applicable |
| National Security Director retainer | 75,000 | Not applicable |
| Meeting fees – Board | 3,000 per meeting | Not eligible |
| Meeting fees – Committee | 2,000 per meeting | Not eligible |
- Non‑employee director definition excludes employees or officers of Deutsche Telekom; thus DT‑affiliated directors (including Kübler) do not participate in the non‑employee director compensation program .
Performance Compensation
| Compensation Feature | Terms | Applicability |
|---|---|---|
| RSU vesting | One‑year anniversary of grant; forfeiture upon termination prior to vesting | Not applicable to Kübler |
| Change‑in‑control treatment | RSUs immediately vest on change in control, subject to continued service through such date | Not applicable |
| Stock ownership guidelines | 5× annual cash retainer; 50% net shares retained until threshold met; compliance measured annually | Applies to non‑employee directors; as of Dec 31, 2024, all then‑serving non‑employee directors were in compliance |
TMUS discloses no performance‑conditioned equity (e.g., PSUs tied to TSR/EBITDA) for directors; director equity is time‑based RSUs and is unavailable to DT‑affiliated directors like Kübler .
Other Directorships & Interlocks
| Entity | Relationship | Governance/Interlock Note |
|---|---|---|
| Deutsche Telekom (DT) | Major stockholder; Kübler is a DT senior executive | DT designates 10 TMUS directors and has committee placement rights under Stockholders’ Agreement; TMUS is a “controlled company” under NASDAQ |
| BT Group | Kübler listed as director | DT’s corporate oversight includes a 12% BT stake (context for DT group ties to BT; separate from Kübler’s role) |
| Ströer Management SE | Former director (2018–2022) | Prior external board service |
- Compensation Committee interlocks: TMUS discloses none under Item 407(e)(4) for 2024; committee members included Kübler, with no interlock requiring disclosure .
Expertise & Qualifications
- Global telecom industry expertise; complex financial management; core leadership skills .
- Governance and risk oversight experience via committee roles (Compensation; Nominating & Corporate Governance) .
Equity Ownership
| Holder | Common Stock Beneficially Owned (Number) | Percentage | Notes |
|---|---|---|---|
| Raphael Kübler | — | * (<1%) | No disclosed TMUS share ownership as of Mar 31, 2025 |
| Deutsche Telekom AG | 670,278,284 | 58.9% | DT voting control includes ~7.5% SoftBank shares via Proxy Agreement |
| SoftBank Group Corp. | 85,361,065 | 7.5% | Voting controlled by DT via Proxy Agreement |
- Anti‑hedging/anti‑short sale/anti‑pledging policies apply enterprise‑wide .
Governance Assessment
-
Strengths
- Deep telecom and finance background; long tenure supports continuity .
- Active on key committees (Compensation; Nominating & Corporate Governance), with structured processes (Mercer as independent consultant; annual board/committee evaluations) .
- Robust governance infrastructure: lead independent director, regular executive sessions, clawback policy, anti‑hedging/pledging .
-
Risks and RED FLAGS
- Not independent; senior DT executive with DT’s control and designation rights—elevated potential for stockholder‑controller conflicts, including committee influence .
- Zero beneficial ownership of TMUS stock as of March 31, 2025; non‑employee director ownership guidelines do not apply to DT‑affiliated directors—limited direct alignment with minority shareholders .
- Extensive related‑party transactions with DT and affiliates (e.g., roaming broker services, telecom services, insurance brokerage, application development), creating ongoing conflict‑management needs:
- Roaming broker services: ~$10.1m revenue increase; ~$5.3m expense increase in 2024 .
- Telecom master services: ~$19.3m expenses; ~$1.5m revenues in 2024 .
- Insurance brokerage services: ~$8.8m expenses in 2024 .
- Application development services: ~$7.6m expenses in 2024 .
- Management Agreement (DTBS MNC services): ~$0.4m expenses in 2024 .
- Controlled company exemptions mean majority independence and full independence of certain committees are not required, increasing reliance on internal mitigants (lead independent director, evaluation processes) .
-
Shareholder signals
- Strong say‑on‑pay support (96.7% approval in 2023); next advisory vote in 2026, suggesting broad acceptance of compensation governance, though director‑specific pay for DT‑affiliates is excluded by policy .
Overall: Kübler brings valuable operator‑level and finance expertise from DT, but his non‑independent status, lack of TMUS share ownership, and DT‑related transactions necessitate sustained oversight by independent directors and clear committee safeguards to protect minority investor interests .