Tim Hottges

About Timotheus Höttges

Timotheus Höttges is Chairman of the Board at T-Mobile US and Chief Executive Officer of Deutsche Telekom AG. He has served on the TMUS board since 2013 and is 62 years old. He studied Business Administration at the University of Cologne and previously held CFO and operational board roles at Deutsche Telekom, bringing core finance, business and leadership skills to TMUS . TMUS is a controlled company with Deutsche Telekom holding 58.9% voting control as of March 31, 2025, and Höttges is designated to the TMUS board under Deutsche Telekom’s rights .

Past Roles

External Roles

Board Governance

• Independence status: Not independent (DT-designated); TMUS is a NASDAQ “controlled company” and claims certain governance exemptions due to DT’s voting control .
• Committee assignments and roles:
  • CEO Selection Committee: Chair; selects, appoints, hires/fires TMUS CEO; 1 meeting held in 2024 .
  • Executive Committee: Chair; monitors operating performance and strategy guidance; 0 meetings held in 2024 .
• Board 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 .
• Lead Independent Director: Teresa A. Taylor; leads independent director sessions and governance process; independent directors meet at least twice annually in executive session .
• Controlled company dynamics: DT can designate up to 10 nominees and holds significant consent rights over major corporate actions per the Stockholders’ Agreement .

Fixed Compensation

• Not disclosed for Höttges at TMUS. TMUS’s non‑employee director compensation program (cash retainer, meeting fees, and annual RSUs) applies only to directors who are not employees of the Company or officers/employees of Deutsche Telekom; Höttges, as DT’s CEO, is not eligible under this program .
• Reference program levels (for non‑employee directors, not applicable to Höttges): Annual cash retainer $143,000; committee chair/member fees; meeting fees; RSUs $255,000 grant value; National Security Director $75,000 .

Performance Compensation

• Not disclosed/applicable for Höttges at TMUS. TMUS does not report performance‑based director compensation for DT officers serving on the board; performance metrics disclosed (Service Revenue, Total Net Additions, Core Adjusted EBITDA, Adjusted Free Cash Flow) apply to executive officer STIP/PRSU programs, not to DT-designated directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Expertise: CEO experience in global communications, finance, strategy, and leadership; extensive telecom industry background .
• Governance: Chairs CEO Selection and Executive Committees at TMUS; participates in board leadership and effectiveness framework .
• Skills: Executive management, M&A and strategic planning, technology and innovation exposure via DT group .

Equity Ownership

• Stock ownership guidelines: Apply to non‑employee directors (5× cash retainer) and were in compliance as of Dec 31, 2024; DT officers like Höttges are outside this program .

Governance Assessment

• Key positives:

  • Separation of Chairman and CEO roles; presence of Lead Independent Director with defined authority .
  • Regular executive sessions of independent directors; structured annual board and committee evaluations with external facilitation .
  • Formal clawback policy compliant with SEC/NASDAQ; anti‑hedging/short sale/pledging policy (with legacy exception noted for another director) .
  • Strong say‑on‑pay support (96.7% in 2023), signaling shareholder approval of compensation framework for executives (contextual governance signal) .

• Potential conflicts and investor confidence risks:

  • Controlled company status: DT’s 58.9% voting control and rights to designate up to 10 directors, plus consent rights over major transactions (debt levels, large M&A/divestitures, equity issuance, board size changes, CEO hiring/termination), can constrain minority shareholder influence and board independence .
  • Chairman’s dual role as DT CEO: Höttges’ position may create perceived conflicts when DT’s interests diverge from TMUS minority shareholders; TMUS acknowledges DT’s interests may differ from other stockholders .
  • Related party transactions with DT: Trademark license royalty payments of approximately $80 million in 2024; ongoing DT/TMUS arrangements subject to Audit Committee review to mitigate conflicts .
  • Committee leadership: CEO Selection and Executive Committees chaired by Höttges, centralizing influence over CEO selection and strategic oversight within DT’s designee .

• Attendance/engagement:

  • Board met five times in 2024; each director ≥75% attendance; indicates baseline engagement standards met .

• RED FLAGS

  • Controlled governance and DT consent rights over strategic actions may limit board autonomy and minority investor protections .
  • Chairman is not independent and simultaneously DT’s CEO, heightening conflict potential in CEO oversight and strategic decisions .
  • Significant related‑party economic flows (e.g., $80M trademark royalties to DT) necessitate continued robust Audit Committee oversight .

Implication: Investors should evaluate TMUS through a controlled‑company lens—board effectiveness relies heavily on independent committee leadership and the Audit/Nominating processes to counterbalance DT’s structural influence. Monitoring related‑party transactions, CEO selection decisions, and any changes in DT’s Stockholders’ Agreement rights is critical to assessing governance quality and alignment with minority shareholders .