T-Mobile US

On July 18, 2023, James J. Kavanaugh was elected to the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”), effective immediately. Mr. Kavanaugh was selected as a designee of Deutsche Telekom AG (“Deutsche Telekom”) pursuant to that certain Second Amended and Restated Stockholders’ Agreement, dated June 22, 2020, by and among the Company, Deutsche Telekom and SoftBank Group Corp. Mr. Kavanaugh was also appointed to the Audit Committee of the Board (the “Audit Committee”), effective on August 1, 2023, replacing Mr. Kelvin Westbrook who has served on the Audit Committee since June 16, 2023. In connection with his election to the Board, Mr.

On July 5, 2023, the Section 16 Subcommittee (the “Subcommittee”) of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of T-Mobile US, Inc. (the “Company”) approved the grant, effective as of July 5, 2023, of a target number of 75,586 cash-settled performance-based restricted stock units (the “PRSUs”) under the Company’s 2023 Incentive Award Plan (the “Plan”) to Peter Osvaldik, our Executive Vice President and Chief Financial Officer. The following is a brief description of the material terms and conditions of the PRSUs. General . Mr.

As noted below under Item 5.07, at the Annual Meeting of Stockholders (the “Annual Meeting”) of T-Mobile US, Inc. (the “Company”) held on June 16, 2023, the Company’s stockholders approved the T-Mobile US, Inc. 2023 Incentive Award Plan (the “Incentive Plan”) and the T-Mobile US, Inc. Amended and Restated 2014 Employee Stock Purchase Plan (the “ESPP” and, together with the Incentive Plan, the “Plans”) and the Plans became effective. The Incentive Plan and the ESPP were adopted by the Board of Directors of the Company (the “Board”) on March 24, 2023, subject to stockholder approval. A description of the material terms of the Plans was included in the Company’s Definitive Proxy Statement (“Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 28, 2023.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 9, 2023, T-Mobile US, Inc. (“T-Mobile” or the “Company”) entered into an amended and restated employment agreement (the “A&R Employment Agreement”) with G. Michael Sievert, its President and Chief Executive Officer, that extends the term for five years. The A&R Employment Agreement supersedes and replaces the prior employment agreement between T-Mobile and Mr. Sievert, dated as of November 15, 2019, as amended. The term of A&R Employment Agreement continues through April 1, 2028, subject to automatic one-year extensions thereafter unless at least ninety (90) days’ prior notice of non-renewal is given by either party. Pursuant to the A&R Employment Agreement, Mr.

On February 13, 2023, T-Mobile US, Inc. (the “Company”) entered into a letter agreement (the “Ray Letter Agreement”) with Neville Ray, the Company’s President, Technology setting forth certain benefits Mr. Ray will be entitled to receive from the Company upon his retirement. The Company and Mr. Ray have agreed that Mr. Ray’s retirement date will be on or about October 1, 2023. When Mr.

On January 30, 2023, Bavan Holloway notified T-Mobile US, Inc. (the “Company”) of her decision not to stand for re-election to the Board of Directors (the “Board”) of the Company at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Ms. Holloway’s departure from the Board and its Audit Committee will be effective immediately after the conclusion of the Annual Meeting. Ms. Holloway’s decision not to stand for re-election is not the result of any disagreement between Ms. Holloway and the Company on any matter relating to the operations, policies or practices of the Company.

On November 18, 2022, Omar Tazi notified the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”) of his decision to resign from the Board, effective January 2, 2023, due to his acceptance of a new role at the Company as the Company’s Executive Vice President and Chief Product Officer. Mr. Tazi’s resignation from the Board is not the result of any disagreement between Mr. Tazi and the Company on any matter relating to the operations, policies or practices of the Company.

On August 31, 2022, Srinivasan Gopalan was appointed to the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”), effective immediately. Mr. Gopalan was selected as a designee of Deutsche Telekom AG (“DT”) pursuant to that certain Second Amended and Restated Stockholders’ Agreement, dated June 22, 2020, by and among the Company, DT and SoftBank Group Corp. Mr. Gopalan was also appointed to the Compensation Committee of the Board, effective immediately. Mr. Gopalan is filling the role that was previously held by Michael Wilkens, who did not stand for re-election to the Board at the Company’s 2022 annual meeting of stockholders. Mr. Gopalan currently serves as a member of the Board of Management of DT and as Managing Director, Telekom Deutschland GmbH.

On April 20, 2022, Michael Wilkens notified T-Mobile US, Inc. (the “Company”) of his decision not to stand for re-election to the Board of Directors (the “Board”) of the Company at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”), in connection with his announced departure from Deutsche Telekom AG. Mr. Wilkens’ departure from the Board and its Compensation Committee will be effective immediately after the conclusion of the Annual Meeting, at which time the size of the Board will be reduced to 13 directors. Mr. Wilkens’s decision not to stand for re-election is not the result of any disagreement between Mr. Wilkens and the Company on any matter relating to the operations, policies or practices of the Company.

On September 10, 2021, David A. Miller, Executive Vice President, General Counsel and Secretary of T-Mobile US, Inc. (the “Company”) notified the Company that he will retire from the Company effective April 1, 2022. Mr. Miller will transition out of his current position as the Company’s Executive Vice President, General Counsel and Secretary effective October 11, 2021, but remain with the Company as Executive Vice President and Strategic Advisor until his retirement date.

On June 22, 2021, Letitia Long was appointed to the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”), effective immediately. Ms. Long was selected as a designee of the Nominating and Corporate Governance Committee of the Board (the “Committee”) pursuant to that certain Second Amended and Restated Stockholders’ Agreement, dated June 22, 2020, by and among the Company, Deutsche Telekom AG and SoftBank Group Corp. Ms. Long was also appointed to the Committee, effective immediately. In addition, Ms. Long will serve as the National Security Director of the Company, pursuant to the Company’s national security commitments made in connection with the Company’s merger with Sprint Corporation. Ms. Long is filling the role that was previously held by Stephen Kappes, who resigned from the Board and his role as National Security Director of the Company on April 6, 2021.

On April 6, 2021, Stephen Kappes notified the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”) of his decision to resign from the Board and the Nominating and Corporate Governance Committee of the Board, effective immediately. Mr. Kappes’ resignation is not the result of any disagreement between Mr. Kappes and the Company or any of its affiliates on any matter relating to the operations, policies or practices of the Company.

On March 4, 2021, the Section 16 Subcommittee (the “Subcommittee”) of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of T-Mobile US, Inc. (the “Company”) approved the grant, effective as of March 4, 2021, of cash-settled performance-based restricted stock units (the “PRSUs”) under the Company’s 2013 Omnibus Incentive Plan (as amended, the “Plan”) to G. Michael Sievert, our President and Chief Executive Officer; Peter Osvaldik, our Executive Vice President and Chief Financial Officer; and Neville R. Ray, our President, Technology (collectively, the “executives”). The following is a brief description of the material terms and conditions of the PRSUs. General .

Resignation of Director On November 10, 2020, Srini Gopalan notified the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”) of his decision to resign from the Board and the Nominating and Corporate Governance Committee (the “Committee”) of the Board, effective November 13, 2020. Mr. Gopalan’s resignation is not the result of any disagreement between Mr. Gopalan and the Company or any of its affiliates on any matter relating to the operations, policies or practices of the Company.

Concurrently with the execution of the Second Amended and Restated Stockholders’ Agreement, effective June 22, 2020, Ronald D. Fisher resigned from the Board as a director. Mr. Fisher also served as a member of the Company’s executive committee, transaction committee and compensation committee. Such resignation was not as the result of any disagreement with the Company or any of its affiliates on any matter relating to the operations, policies or practices of the Company.

On June 15, 2020, the Board of Directors (the “Board”) of T-Mobile appointed Peter Osvaldik, who currently serves as Senior Vice President, Finance and Chief Accounting Officer of T-Mobile, to Executive Vice President and Chief Financial Officer (“CFO”) of T-Mobile, effective as of July 1, 2020, replacing J. Braxton Carter, who will retire from his position as Executive Vice President and CFO of T-Mobile, effective as of July 1, 2020. To facilitate a smooth transition, Mr. Carter will provide certain consulting services to T-Mobile for a period of up to six months following his retirement. Also on June 15, 2020, the Board appointed Dara Bazzano as Senior Vice President and Chief Accounting Officer (“CAO”) of T-Mobile, effective as of July 20, 2020. Mr. Osvaldik will continue to serve as the principal accounting officer of T-Mobile until July 20, 2020. Mr.

On April 24, 2020, John Legere notified T-Mobile US, Inc. (the “Company”) that he was resigning from the Board of Directors (the “Board”) of the Company, effective immediately, to pursue other options. Mr. Legere noted that he was not resigning because of any disagreement with management or the Board on any matter. Previously, on April 1, 2020, upon his departure as CEO of the Company, Mr. Legere had stated that intended to continue as a member of the Board for the remainder of his current term, which ends on June 4, 2020. In his notice to the Company, Mr. Legere stated “It has been a privilege and honor to have led T-Mobile as CEO for the past seven and a half years and served on the Board of Directors. And although I will be leaving the Board just a few weeks earlier than planned, be assured that I remain T-Mobile’s #1 fan!”

As previously announced on March 12, 2020, David Carey is retiring from his position as Executive Vice President, Corporate Services of T-Mobile US, Inc. (the “Company”). On April 10, 2020, the Company and Mr. Carey determined that Mr. Carey would depart the Company effective April 13, 2020. In connection with his departure, Mr. Carey will be eligible to receive certain severance payments and benefits described in, and, in accordance with the terms of, his existing employment, severance and equity award agreements with the Company.

below, as of immediately following the Effective Time, the Board consists of a total of 14 directors, including nine directors designated by Deutsche Telekom, three directors designated by SoftBank, and each of John J. Legere (who will not be deemed to be a designee of Deutsche Telekom or of SoftBank for purposes of the Amended and Restated Stockholders’ Agreement) and G. Michael Sievert.

On March 19, 2020, the Section 16 Subcommittee (the “Subcommittee”) of the Compensation Committee (the “Compensation Committee”) of the Board of Directors of T-Mobile US, Inc. (“T-Mobile”) approved the grant of a special one-time award of performance-based restricted stock units with an aggregate grant-date value of approximately $15,000,000 to Neville Ray, T-Mobile’s President, Technology under T-Mobile’s 2013 Omnibus Incentive Plan (the “Ray Special PRSUs”).

On March 12, 2020, T-Mobile US, Inc., a Delaware corporation (“T-Mobile”), announced that David Carey, Executive Vice President, Corporate Services of T-Mobile will retire from his position effective April 30, 2020. As previously disclosed, on February 12, 2020, T-Mobile adopted the first amendment (the “Amendment”) to the compensation term sheet, dated as of April 28, 2018, with Mr. Carey. A copy of the Amendment will subsequently be filed with the SEC.

On February 12, 2020, T-Mobile US, Inc. (“T-Mobile”) adopted the first amendment to the compensation term sheet, dated as of April 28, 2018 (the “Compensation Term Sheet”), with David Carey, T-Mobile’s Executive Vice President, Corporate Services (the “Amendment”). The Amendment amends the Compensation Term Sheet to extend the term of Mr. Carey’s employment thereunder through, and to clarify that Mr. Carey’s employment with T-Mobile will automatically terminate on, the first to occur of July 1, 2020 and the date on which T-Mobile eliminates Mr. Carey’s position with T-Mobile (the “Position Elimination Date”). The Amendment notes that the Position Elimination Date is expected to occur between April 30, 2020 and July 1, 2020, and that T-Mobile will provide Mr. Carey of at least two weeks’ notice prior to the Position Elimination Date.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On November 18, 2019, the Board of Directors (the “Board”) of T-Mobile US, Inc. (“T-Mobile” or the “Company”), following a multi-year, comprehensive leadership succession planning process, announced that G. Michael Sievert, age 50, has been appointed as Chief Executive Officer (“CEO”) of T-Mobile, effective as of May 1, 2020. John Legere, the current CEO, will cease to serve as CEO of T-Mobile effective as of April 30, 2020, upon the conclusion of his current employment agreement with T-Mobile. Mr. Legere will continue to serve as CEO of T-Mobile and as a member of the Board through such date, and will continue to serve as a member of the Board thereafter. In connection with Mr.

(b) On April 15, 2019, Mr. Olaf Swantee, a current director of T-Mobile US, Inc., a Delaware corporation (the “Company”), informed the board of directors (the “Board”) of the Company that he will not be standing for re-election as a director of the Company at its upcoming 2019 annual meeting of stockholders. Mr. Swantee’s decision not to stand for re-election was not a result of any disagreement with the Company, its Board or any committee of the Board or its management, or with respect to any matter relating to the Company’s operations, policies or practices.

On March 25, 2019, T-Mobile US, Inc. (the “Company”) entered into a second amendment to the amended and restated employment agreement, dated as of December 20, 2017, with J. Braxton Carter, the Company’s Executive Vice President and Chief Financial Officer (the “Carter Amendment”). The Carter Amendment amends Mr. Carter’s employment agreement to provide that the term of Mr.

As previously disclosed, Thomas Dannenfeldt, a member of the board of directors (the “Board”) of T-Mobile US, Inc. (the “Company”), notified the Company of his decision to resign from the Board effective December 1, 2018. On November 30, 2018, the Board elected Dr. Christian P. Illek to fill the vacancy, contingent and effective upon Mr. Dannenfeldt’s resignation. Dr. Illek will also succeed Mr. Dannenfeldt on the Compensation Committee, Executive Committee and Transaction Committee of the Board. Dr. Illek was designated for nomination by Deutsche Telekom AG (“Deutsche Telekom”), a majority stockholder of the Company, pursuant to Deutsche Telekom’s rights under the Company’s certificate of incorporation and the Stockholder’s Agreement by and between Deutsche Telekom and the Company, dated as of April 30, 2013. Dr.

On October 30, 2018, Thomas Dannenfeldt, a member of the board of directors (the “Board”) of T-Mobile US, Inc. (the “Company”), notified the Company of his decision to resign from the Board effective December 1, 2018. Mr. Dannenfeldt’s resignation from the Board is connected to his planned departure at the end of the year from Deutsche Telekom AG, the majority stockholder of the Company, where he has served as the Chief Financial Officer since January 2014. Mr. Dannenfeldt’s resignation from the Board did not result from any disagreements with management or the Board. Mr. Dannenfeldt also served on the Company’s Compensation Committee and Executive Committee.

On June 13, 2018, the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”) ratified the appointment of G. Michael Sievert as the Company’s President. Effective immediately, Mr. Sievert has assumed the office of President from John J. Legere, who continues to serve as the Company’s Chief Executive Officer. Mr. Sievert has served as a member of the Board since February 2018 and the Company’s Chief Operating Officer since February 2015, where he is responsible for guiding all customer-facing operations across the business, including marketing, product development, retail management, sales and customer care for all of the Company’s direct and indirect channels and each of the Company’s brands. From April 2013 to February 2015, Mr. Sievert served as the Company’s Executive Vice President and Chief Marketing Officer. Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Executive Severance Letters On April 27, 2018, the compensation committee of the board of directors of T-Mobile approved the entry into severance letter agreements (the “Letter Agreements”) with each of J. Braxton Carter, T-Mobile’s Executive Vice President and Chief Financial Officer, Neville R. Ray, T-Mobile’s Executive Vice President and Chief Technology Officer, and Thomas C. Keys, T-Mobile’s President, MetroPCS (collectively, the “Executives”), which became effective on April 29, 2018.

On February 14, 2018, the Board of Directors (the “Board”) of T-Mobile US, Inc. (the “Company”) increased the size of the Board from eleven to twelve directors and elected G. Michael Sievert, the Company’s Chief Operating Officer, to fill the vacancy created by such increase, effective immediately. As an officer of the Company, Mr. Sievert will not receive any additional compensation in connection with his service on the Board.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On and effective as of December 20, 2017 (the “Effective Date”), T-Mobile US, Inc. (the “Company”) entered into an amended and restated employment agreement (the “Employment Agreement”) with J. Braxton Carter, pursuant to which Mr. Carter will continue to serve as the Company’s Executive Vice President and Chief Financial Officer. The Employment Agreement supersedes and replaces the prior employment agreement between the Company and Mr. Carter, dated as of January 25, 2013. The Employment Agreement provides for an initial employment term through March 1, 2019 (the “Initial Term”), subject to extension as mutually agreed to by the parties. Pursuant to the Employment Agreement, Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On March 28, 2017, T-Mobile US, Inc. (the “Company”) entered into an amended and restated employment agreement (the “Employment Agreement”) with John Legere, which will become effective as of April 1, 2017, pursuant to which Mr. Legere will continue to serve as the Company’s Chief Executive Officer. The Employment Agreement supersedes and replaces the prior employment agreement between the Company and Mr. Legere, dated as of September 22, 2012, as amended. Pursuant to the Employment Agreement, Mr.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On February 17, 2017, T-Mobile US, Inc. (the “Company”) entered into an amended compensation term sheet (the “Term Sheet”) with G. Michael Sievert, pursuant to which Mr. Sievert will continue to serve as the Company’s Chief Operating Officer. The Term Sheet supersedes and replaces the prior compensation term sheet between the Company and Mr. Sievert, dated as of February 17, 2015. Pursuant to the Term Sheet, effective as of January 1, 2017, Mr. Sievert is entitled to (i) an annual base salary equal to $950,000, (ii) an annual short-term incentive targeted at 200% of his base salary, payable based on the attainment of pre-established performance goals, and (iii) annual long-term incentive awards with a target grant-date value equal to $7,125,000. Mr.

(b) Effective as of June 20, 2016, Michael J. Morgan, who previously served as Senior Vice President, Finance & Chief Accounting Officer of T-Mobile US, Inc. (the “Company”), transitioned into a new position with the Company and will serve as the Company’s Senior Vice President — Finance, Customer Financial Services and will oversee the Company’s Financial Services team that develops and supports our core consumer financing products. Mr. Morgan will continue to report to J. Braxton Carter, Executive Vice President and Chief Financial Officer. (c) Effective as of June 20, 2016, Peter Osvaldik was appointed Senior Vice President, Finance & Chief Accounting Officer of the Company. Mr. Osvaldik, 39, previously served as Vice President, External Reporting & Technical Accounting of the Company since January 2016.

(b) and (e) Changes to Executive Management Team and Modifications to Compensatory Arrangements On February 16, 2016, T-Mobile US, Inc. (the “Company”) and Gary A. King, Executive Vice President and Chief Information Officer, agreed that Mr. King will terminate his employment with the Company effective on March 18, 2016. Mr. King will receive a payment in the amount of one year of base salary in exchange for a release and covenant of future cooperation.