Sector: Communication
T MOBILE US INC · Meeting: June 16, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2020; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold for strong positive absolute TSR); no overboarding, attendance, or independence flags identified.
Director since 2025 (less than 24 months); exempt from the TSR trigger under the new-director exemption; strong financial and telecom credentials support election.
Director since 2013; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); serves as Audit Committee Chair and qualifies as an audit committee financial expert; no other flags identified.
Director since 2025 and current CEO; exempt from the TSR trigger under the new-director exemption (less than 24 months tenure); relevant telecom and operational experience supports election.
Director since 2013 and CEO of Deutsche Telekom; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); no overboarding, attendance, or other disqualifying flags identified.
Director since 2018; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); CFO of Deutsche Telekom with relevant telecom and finance expertise; no disqualifying flags identified.
Director since 2023; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); qualifies as an audit committee financial expert in his role as IBM CFO; no disqualifying flags identified.
Director since 2013; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); strong telecom and financial management experience; no disqualifying flags identified.
Director since 2013; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); extensive M&A and telecom strategy experience; no disqualifying flags identified.
Director since 2020; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); over 30 years of telecom and consumer goods experience; no disqualifying flags identified.
Director since 2021; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); serves as the company's designated National Security Director with relevant cybersecurity and intelligence expertise; no disqualifying flags identified.
Director since 2018 and current Vice Chairman; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold for strong positive absolute TSR); former CEO with deep company knowledge; no disqualifying flags identified.
Director since 2013 and Lead Independent Director; TSR peer group trigger does not apply (3-year gap of -24.5pp is below the 50pp threshold); strong telecom operational experience and serves as Audit Committee member; no disqualifying flags identified.
All 13 director nominees receive a FOR vote. The company's 3-year absolute TSR is +30%, placing it in the strong positive tier, which requires a 50pp gap versus the named peer group median to trigger a vote against. The actual 3-year gap is only -24.5pp, well below that threshold, so no TSR-based votes against are warranted. Two directors (Dannenfeldt and Gopalan) joined within the past 24 months and are exempt from the TSR trigger regardless. No overboarding, attendance below 75%, or other disqualifying flags were identified for any nominee.
CEO
G. Michael Sievert
Total Comp
$50,408,096
Prior Support
N/A
T-Mobile's pay structure is strongly performance-oriented, with approximately 92% of Named Executive Officer target compensation at risk through variable pay — well above the 50-60% threshold required by policy. The company's disclosed peer group comparison shows a 3-year TSR gap of -24.5pp versus the peer median, which does not trigger the pay-for-performance misalignment rule (the threshold for companies with strong positive absolute TSR is a gap exceeding 50pp). The compensation program uses multiple meaningful long-term metrics including relative total shareholder return over three years and multi-year free cash flow performance, supported by a robust SEC- and Nasdaq-compliant clawback policy, which together satisfy the policy's quality-of-incentive requirements.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$33,680,000
Non-Audit Fees
$1,126,000
Non-audit fees (audit-related fees of $615,000 plus tax fees of $250,000 plus all other fees of $261,000, totaling $1,126,000) represent approximately 3.3% of audit fees ($33,680,000), which is well below the 50% threshold that would trigger a vote against. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. Deloitte is a Big 4 firm appropriate for a company of T-Mobile's size and complexity, and no material financial restatements were identified.
This is a straightforward annual meeting ballot with three standard proposals and no stockholder proposals. All 13 director nominees receive a FOR vote because T-Mobile's 3-year TSR underperformance versus its named peer group (-24.5pp) is well below the 50pp threshold that would trigger votes against for a company with strong positive absolute returns; the auditor ratification passes cleanly with non-audit fees at only 3.3% of audit fees; and the Say on Pay vote is supported given the highly variable, performance-linked compensation structure and the absence of a meaningful pay-for-performance misalignment.
13 companies disclosed in 2026 proxy filing
