Thomas Dannenfeldt
T-Mobile USAbout Thomas Dannenfeldt
Independent director nominee for TMUS in 2025; age 58; designated by Deutsche Telekom under the Stockholders’ Agreement. Former CFO of Deutsche Telekom (2014–2018) with deep finance, controls, and M&A experience; Master’s in Mathematical Economics (University of Trier). The Board has determined he meets NASDAQ independence standards; committee memberships at TMUS will be set after the 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Telekom AG | Chief Financial Officer | Jan 2014–Dec 2018 | Led finance; experience in accounting and internal controls; M&A execution |
| Telekom Deutschland | Finance Director | Apr 2010–Dec 2013 | Finance leadership for German unit |
| EE Limited | Chairman, Board of Directors | 2014–2015 | Oversight of UK mobile operator |
| Virgin Mobile UK | Director | 2003–2004 | Board experience in UK telecom |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ceconomy AG | Chairman, Supervisory Board | Feb 2021–present | Chair of Europe’s largest consumer electronics retailer |
| Nokia Oyj | Director; Chair, Personnel Committee | Apr 2020–present | Oversight of personnel/compensation; major telecom equipment vendor board seat |
Board Governance
- Independence: Board determined Dannenfeldt is independent under NASDAQ and TMUS guidelines; note TMUS is a “controlled company” (DT controls ~58.9% of votes).
- Board structure: Separate Chair (Timotheus Höttges) and CEO roles; Lead Independent Director (Teresa A. Taylor) with robust duties.
- Committees: Six standing committees (Audit, CEO Selection, Compensation, Executive, Nominating & Corporate Governance, Transaction); committee memberships for 2025 nominees (including Dannenfeldt) to be set after the annual meeting.
- Attendance: Board met five times in 2024; each director attended ≥75% of meetings and all directors attended the 2024 annual meeting; Dannenfeldt was not a TMUS director in 2024.
- Governance safeguards: Anti-hedging/short sale/anti-pledging policies; independent committee chairs; regular executive sessions; clawback policy.
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer (Board) | $143,000 | Increased effective June 13, 2024; paid to non-employee directors |
| RSU grant (annual) | $255,000 | Time-based; vests after one year (accelerates on change-in-control) |
| Meeting fees | $3,000 per Board; $2,000 per committee | Paid per meeting attended |
| Committee chair retainers | Audit: $60,000; Compensation: $25,000; Nominating & Gov: $20,000 | If applicable |
| Lead Independent Director retainer | $55,000 | If applicable (currently Teresa A. Taylor) |
| Audit Committee member retainer | $15,000 | Additional for Audit members |
| Perquisites | Phone perquisite; expense reimbursement | Up to 2 handsets/yr and up to 10 lines; travel expenses reimbursed |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity | Time-based RSUs only | No PSU/option awards; no performance metrics tied to director grants |
Other Directorships & Interlocks
| Entity | Relationship to TMUS | Potential Interlock/Conflict |
|---|---|---|
| Nokia Oyj | TMUS multi-year strategic 5G RAN vendor; AirScale portfolio with AI-RAN support; relationship reaffirmed Nov 2024 and expanded Apr 2025 | Dannenfeldt serves on Nokia’s board and chairs its Personnel Committee; procurement/vendor oversight at TMUS may present perceived conflicts and will require recusal where appropriate |
| Ceconomy AG | Retail (EMEA); no disclosed direct U.S. operational overlap with TMUS | Limited direct conflict; monitor for any commercial dealings if they arise |
- TMUS has a Related Person Transaction Policy overseen by the Audit Committee; the committee reviews and approves related person transactions and oversees financial/compliance risks.
Expertise & Qualifications
- Finance, strategy, accounting/internal controls; extensive telecom industry experience; M&A execution; committee leadership at Nokia (Personnel).
- Education: Master’s in Mathematical Economics (University of Trier).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Thomas Dannenfeldt | — | * | No TMUS common shares reported as of Mar 31, 2025 |
| Ownership guidelines | 5x annual cash retainer | — | Expected to reach guideline within 5 years of board service; directors must retain at least 50% of net shares until threshold met |
| Hedging/pledging | Prohibited | — | Anti-hedging/short sale/anti-pledging policies in place |
Governance Assessment
- Strengths: Independent under NASDAQ; deep telecom finance and governance expertise; TMUS governance features (separated Chair/CEO; lead independent director; independent committee chairs; strong board evaluation process) support oversight quality.
- Risks/Red Flags: Controlled company status (DT voting control ~58.9%); DT designated nominee; vendor interlock via Nokia board seat amid active TMUS-Nokia 5G RAN contracts; initial low ownership alignment until guidelines met.
- Mitigants: Audit Committee oversight of related person transactions and risk; Code of Business Conduct and Director Selection Guidelines emphasize conflict avoidance and ethical standards; robust meeting attendance norms and executive sessions.
Implication for investors: Dannenfeldt’s finance rigor and telecom background are positives for board effectiveness, but his Nokia board seat creates a salient perceived conflict given TMUS’s strategic vendor ties; monitor for recusals on vendor-related matters and continued independent engagement, including ownership guideline progress.