8-KLeadership Changes

T-Mobile US, Inc. 8-K Report, Executive Changes (Jul 11, 2023)

Filed July 11, 2023For Securities:TMUSTMUSZTMUSITMUSL

Summary

T-Mobile US, Inc. (TMUS) filed an 8-K on July 10, 2023, reporting on a compensatory arrangement for its Chief Financial Officer, Peter Osvaldik. The Compensation Committee approved the grant of Performance-Based Restricted Stock Units (PRSUs) to Mr. Osvaldik, with a target grant of 75,586 units. These PRSUs are tied to the Company's free cash flow performance over a three-year period (January 1, 2023, to December 31, 2025) and vest on July 1, 2026, contingent upon his continued employment. The core of this award is performance-based, allowing Mr. Osvaldik to potentially earn between 0% and 200% of the target PRSUs based on T-Mobile's free cash flow achievements. Vested PRSUs will be settled in cash, equivalent to the fair market value of T-Mobile common stock. The filing also outlines specific conditions for vesting and forfeiture in various termination scenarios, including a change of control, and details the payment timeline upon vesting.

Key Highlights

  • 1Grant of 75,586 target Performance-Based Restricted Stock Units (PRSUs) to CFO Peter Osvaldik.
  • 2PRSU vesting is contingent on T-Mobile's free cash flow performance over a three-year period (2023-2025).
  • 3Potential to vest between 0% and 200% of the target PRSU amount based on performance.
  • 4Vested PRSUs will be settled in cash, valued at the fair market value of T-Mobile common stock.
  • 5Vesting date is July 1, 2026, subject to continued employment.
  • 6Specific provisions for vesting acceleration or forfeiture in cases of death, disability, workforce reduction, change of control, termination by the Company (other than for cause), or resignation for good reason.
  • 7Award is governed by the Company's 2023 Incentive Award Plan.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose the grant of performance-based restricted stock units (PRSUs) to T-Mobile's Chief Financial Officer, Peter Osvaldik. This is a requirement under SEC regulations to inform investors about significant compensation arrangements for key executives.

Mr. Osvaldik's compensation through these PRSUs is directly tied to T-Mobile's free cash flow performance over a three-year period (2023-2025). The number of PRSUs he can ultimately earn ranges from 0% to 200% of the target grant, depending on how well the company achieves its free cash flow goals.

In the event of a change of control before the end of the performance period, the PRSUs will be assumed, converted, or replaced by the acquiring entity. If Mr. Osvaldik remains employed through the end of the performance period, the PRSUs earned will be at least the target number. Additionally, if Mr. Osvaldik's employment is terminated by the company without cause or he resigns for good reason within one year following a change in control, the PRSUs will vest at the greater of target or actual performance.

Vested PRSUs will be paid in cash within 90 days after they vest, which is scheduled for July 1, 2026. However, for vesting occurring before July 1, 2026, payment will be made no later than March 15th of the year following the year of vesting.