Teresa Taylor
About Teresa A. Taylor
Teresa A. Taylor is Lead Independent Director of T-Mobile US, Inc., serving on the Board since 2013; she is CEO of Blue Valley Advisors and previously served as COO of Qwest Communications, with a Bachelor of Science from the University of Wisconsin–La Crosse. She is age 61 and currently chairs the Nominating and Corporate Governance Committee, and serves on the Audit and CEO Selection Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qwest Communications | Chief Operating Officer | Aug 2009 – Apr 2011 | Oversaw strategic planning and execution across operations |
| Qwest Communications | EVP, Business Markets Group | Jan 2008 – Apr 2009 | Led business markets initiatives |
| Qwest Communications | EVP & Chief Administrative Officer | Dec 2005 – Jan 2008 | Managed HR and corporate functions |
| US West/Qwest | Various leadership positions (planning, sales, marketing, product, network, IT, HR, corp comms) | 1987 – 2011 | Broad operating leadership across TMT functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Valley Advisors, LLC | Chief Executive Officer | Since Apr 2011 | Advisory leadership |
| Black Hills Corporation | Director | Current | Not disclosed in TMUS proxy |
| First Interstate BancSystem, Inc. | Director | 2012 – 2020 | Banking board experience |
Board Governance
- Independence: The Board determined Teresa A. Taylor is independent under NASDAQ and company guidelines; Audit Committee members meet heightened independence .
- Lead Independent Director responsibilities: Coordinates independent directors, presides over executive sessions, liaises with Chair/CEO, inputs to agendas/information flow, and represents the Board when requested .
- Committees: Chair, Nominating & Corporate Governance; Member, Audit and CEO Selection .
- Attendance: Board met five times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Controlled company context: Deutsche Telekom controls ~58.9% of voting power; TMUS is a “controlled company” with certain governance exemptions; independent committee chairs (including Nominating & Corporate Governance) and lead independent director help balance oversight .
- Risk oversight scope: Nominating & Corporate Governance oversees compliance, ESG, data privacy and cybersecurity programs; Audit oversees financial risks and related person transactions .
Fixed Compensation
Program structure for non-employee directors (effective June 13, 2024):
| Element | Amount ($) |
|---|---|
| Annual Board cash retainer | 143,000 |
| Lead Independent Director retainer | 55,000 |
| Nominating & Corporate Governance Chair retainer | 20,000 |
| Audit Committee member retainer | 15,000 |
| Annual RSU award (time-based) | 255,000 |
| Meeting fees – Board | 3,000 per meeting |
| Meeting fees – Committee | 2,000 per meeting |
Actual 2024 compensation (reported values reflect grant-date fair value under ASC 718):
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Teresa A. Taylor | 256,183 | 322,766 | 21,034 | 599,983 |
| Unvested RSUs held (as of 12/31/2024) | 1,457 units |
Ownership guidelines: Directors must hold shares equal to 5x the annual cash retainer; as of 12/31/2024, all non-employee directors were in compliance .
Performance Compensation
- Non-employee directors do not receive performance-based pay; equity grants are time-based RSUs with one-year vesting post-annual meeting; no options, bonuses, or performance metrics apply to director compensation .
Other Directorships & Interlocks
| Company | Sector Relationship to TMUS | Potential Interlock/Conflict Notes |
|---|---|---|
| Black Hills Corporation | Utility; not a telecom competitor | No related-party transactions disclosed with TMUS; independence maintained . |
| First Interstate BancSystem (prior) | Financial services | Prior role (ended 2020); no conflicts disclosed with TMUS . |
Expertise & Qualifications
- Deep TMT operating expertise across network, IT, HR, labor relations, corporate communications, strategic planning and execution from Qwest/US West tenure .
- Public company board experience; currently director of Black Hills; prior director of First Interstate BancSystem .
- Audit Committee service with heightened independence; Nominating & Corporate Governance chair overseeing governance, compliance, ESG, privacy/cyber programs .
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock Beneficially Owned (3/31/2025) | 4,174 shares; <1% |
| Unvested RSUs (12/31/2024) | 1,457 units |
| Shares pledged as collateral | None disclosed for Taylor; company prohibits pledging |
| Ownership guideline (5x retainer) compliance | In compliance for all non-employee directors as of 12/31/2024 |
Governance Assessment
- Strengths: Independent Lead Director with robust responsibilities; chairs governance committee with broad remit (compliance, ESG, privacy/cybersecurity), and sits on Audit where related-person transactions are reviewed—valuable under controlled-company structure . Stock ownership guidelines and anti-hedging/anti-pledging policies enhance alignment; attendance threshold met; director equity grants create skin-in-the-game .
- Risk factors: TMUS’s controlled-company status and Deutsche Telekom’s designation rights could create perception of reduced independence; mitigated by independent committee chairs and Lead Independent Director structure . No specific related-party exposures or conflicts disclosed for Taylor; continued Audit Committee oversight of related-person transactions is a safeguard .