Thorsten Langheim
T-Mobile USAbout Thorsten Langheim
Thorsten Langheim (age 59) has served on T-Mobile US, Inc.’s Board since 2013. He is a Member of Deutsche Telekom AG’s Board of Management (USA and Group Development), with deep experience in corporate development, portfolio strategy and M&A across telecommunications; prior roles include Blackstone (Private Equity) and J.P. Morgan (Investment Banking) . He was designated for nomination by Deutsche Telekom and is not an independent director under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Telekom AG | Member of Board of Management, USA and Group Development | Jan 2019–present | Oversees DT’s U.S. business, portfolio strategy and Group M&A; oversees DT’s stake in BT Group; manages Deutsche Funkturm |
| Deutsche Telekom AG | SVP Corporate Development; EVP Group Development | 2009–2018 | Led corporate development and group strategy |
| The Blackstone Group | Managing Director, Private Equity (Germany focus) | 2004–2009 | Private equity investments |
| J.P. Morgan (London); WestLB (Düsseldorf) | Investment banker (VP European M&A); Assistant Director | 1995–2004 | M&A execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deutsche Funkturm | Chairman | Current | Tower infrastructure oversight |
| Deutsche Telekom Capital Partners (DTCP) | Chairman & Co‑founder | Current | Venture capital and private equity activities |
| Deutsche Sporthilfe | Supervisory Board Member | Current | Governance role |
| FC Bayern München AG | Supervisory Board Member | Current | Governance role |
| BT Group plc | DT’s ~12% stake oversight | Current | Oversight of DT’s BT position |
Board Governance
- Independence: Not independent; designated by Deutsche Telekom .
- Controlled company: Deutsche Telekom exercises voting control (~58.9%) and designates up to 10 directors; TMUS uses NASDAQ “controlled company” exemptions .
- Committee assignments (2024):
- Transaction Committee: Chair; meetings held: 3 .
- CEO Selection Committee: Member; meetings held: 1 .
- Executive Committee: Member; meetings held: 0 (charter allows as-needed meetings) .
- Board structure: Separate Chair (Timotheus Höttges) and CEO roles; Lead Independent Director (Teresa A. Taylor) oversees executive sessions .
- Attendance: Board met 5 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board cash retainer (non‑employee directors) | $143,000 | Increased effective June 13, 2024 |
| Annual RSU grant (non‑employee directors) | $255,000 | Vests in 1 year; change‑in‑control vesting |
| Meeting fees | $3,000 Board / $2,000 Committee | Per meeting |
| Chair retainers | Audit $60,000; Compensation $25,000; Nominating $20,000 | Additional Audit member retainer $15,000 |
| Eligibility note (Thorsten Langheim) | Not eligible for TMUS non‑employee director program | Program excludes officers/employees of Deutsche Telekom; Langheim is DT management, so the program does not apply |
TMUS discloses compensation only for “non-employee directors” (excludes DT officers). Langheim does not appear in the 2024 director compensation table, consistent with ineligibility .
Performance Compensation
Company incentive program (context for Board oversight; directors do not receive STIP). 2024 executive STIP metrics and outcomes:
| Metric | Weight | Threshold | Target | Max | Actual | Achievement |
|---|---|---|---|---|---|---|
| Service Revenue ($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% |
Long‑term incentives use RTSR (65%) and FCF (35%) PRSUs over 3 years; PRSU payout scales 0–200% (RTSR requires positive TSR for >100%) .
Other Directorships & Interlocks
| Company/Counterparty | Relationship to TMUS | 2024 Activity | Governance/Conflict Note |
|---|---|---|---|
| Deutsche Telekom (DT) | Controlling stockholder; designates 10 directors | Numerous related‑party arrangements; trademark royalties $80.0m; financing and services (see details below) | DT conflicts managed via Audit Committee; DT rights via Stockholders’ Agreement |
| BT Group plc | DT holds ~12% stake | N/A | Langheim oversees DT’s BT stake; awareness of UK telco dynamics |
| DT affiliates (e.g., DT North America, DeTeAssekuranz, DT IT) | Service providers to TMUS | $19.3m telecom services (expenses); $8.8m insurance brokerage; $1.1m software license | Approved under Related Person Transaction Policy |
| 1NCE (DT affiliate) | IoT platform provider | $1.4m expenses (Master Agreement) | Related party review |
| DTCP | Investment arm | N/A | Potential indirect exposure; oversight role |
Expertise & Qualifications
- Corporate strategy and M&A leadership across telecom; extensive global industry experience .
- Portfolio management, infrastructure (towers via Deutsche Funkturm), and investment governance (DTCP) .
- Board‑level transaction leadership (chairs TMUS Transaction Committee) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Thorsten Langheim | — | — | No reported beneficial ownership as of March 31, 2025 |
| DT | 670,278,284 | 58.9% | Voting control includes SoftBank proxy on certain shares |
| SoftBank | 85,361,065 | 7.5% | Certain shares subject to voting proxy in favor of DT |
- Director ownership guidelines apply to “non‑employee directors” (5x cash retainer); DT officers are excluded, so guideline does not apply to Langheim .
- TMUS policy prohibits hedging, pledging, short sales; one legacy pledge exception disclosed for Marcelo Claure (not applicable to Langheim) .
Related Party Transactions (Conflict Map)
| Arrangement | Counterparty | 2024 Amount | Key Terms / Risk |
|---|---|---|---|
| Trademark License (T‑Mobile marks) | Deutsche Telekom | $80.0m royalties (capped through 2028 at 0.25% of net revenue) | Quality controls; renegotiation triggers if DT voting ≤50% or change in control |
| Senior Notes held by DT | DT | $71.25m interest paid; $1.5bn principal outstanding (4.750% due 2028‑1) | Pari passu with public notes; standard covenants/events of default |
| Master Services (international LD/IP transit) | DT North America | $19.3m expenses; $1.5m revenues | Ongoing services under statements of work |
| Insurance brokerage | DeTeAssekuranz (DT) | $8.8m expenses | Brokerage services |
| Services Agreement (financial/tax/accounting) | DT | $2.5m revenues to TMUS | Information services; 2024 amendment to fees/services |
| 1NCE IoT platform | 1NCE (DT affiliate) | $1.4m expenses | IoT connectivity platform (joint sales) |
| Application development | DT affiliate | $7.6m expenses | Managed services/app development |
| Dialpad UCaaS | Dialpad (DT affiliate) | $10.4m expenses | UCaaS licensing |
| Cohesity | Cohesity (SoftBank affiliate) | $19.5m expenses | Hardware/software/cloud services |
| Mapbox | Mapbox (SoftBank affiliate) | $2.8m expenses | Map rendering technology |
- Approval & oversight: Audit Committee reviews related‑person transactions; DT cannot approve transactions >$120k without Audit Committee approval; DT has extensive governance rights via Stockholders’ Agreement (consents on large debt/transactions, Board size, equity issuance, CEO hire/termination, etc.) .
Insider Trades and Reporting
| Item | Detail |
|---|---|
| Beneficial ownership | No TMUS shares reported for Langheim as of March 31, 2025 |
| Pledging | No pledge disclosed for Langheim; policy prohibits pledging; only Claure’s legacy pledge noted |
| Section 16 filings | Two late Form 4s noted for other insiders; no delinquent filing disclosed for Langheim |
Governance Assessment
-
Strengths:
- Transaction leadership: As Transaction Committee Chair, Langheim provides seasoned M&A oversight during a period of continued strategic activity (3 meetings in 2024) .
- Industry expertise: DT portfolio and infrastructure experience valuable for TMUS’s network and expansion strategy .
-
Risks and potential conflicts:
- Controlled company governance: DT’s voting control and consent rights on major financings/transactions can constrain independent Board discretion; DT designates many directors (including Langheim) .
- Extensive related‑party commercial ties: Material annual flows with DT/affiliates (royalties, services, financing), requiring rigorous Audit Committee oversight to manage conflict risk and pricing fairness .
- Ownership alignment: Langheim holds no TMUS shares; excluded from director ownership guidelines, reducing direct “skin‑in‑the‑game” alignment typical for independent directors .
-
Engagement and process:
- Attendance meets policy (≥75%); executive sessions and Lead Independent Director structure in place, with annual evaluations using an outside consultant, mitigating some controlled‑company risks .
-
RED FLAGS:
- DT consent rights over major corporate actions (debt >5.25x, >$1bn M&A/divestitures, CEO termination/hire) may create perceived entrenchment and limit Board autonomy .
- Scale of related‑party dealings (e.g., $80m trademark royalties; $71.25m interest to DT; multiple service contracts) heightens conflict‑management demands and investor scrutiny .
- No disclosed TMUS share ownership for Langheim; exclusion from ownership guidelines reduces direct financial alignment .
Say‑on‑pay context: TMUS’s last say‑on‑pay (2023) passed with ~96.7% support, indicating broad investor approval of pay philosophy; however, that vote pertains to executive pay rather than director governance and should be assessed alongside controlled‑company dynamics .