Why is T-Mobile changing CEOs, and is the transition abrupt?

The company says the change is the result of a well-established, multi-year succession planning process led by Sievert and the Board. Gopalan joined as COO in March 2025 and has run the Technology, Consumer and Business groups, so the handoff is planned and not a reaction to a crisis.

What is Mike Sievert's new role and how is he paid?

Sievert becomes Vice Chairman of T-Mobile and of the Board, advising on strategy, innovation, talent and external relations. He receives a $7.0 million base salary and benefits, but he is no longer eligible for new annual STI or LTI awards unless the Company decides otherwise. His role runs through November 1, 2026 unless extended by mutual agreement.

How is Srini Gopalan's pay structured and how does it compare to his prior arrangement?

Gopalan's base salary is $1.4 million. His STI target is 250% of salary from 2026, with a 200% maximum. His annual LTI target value is at least $19.5 million and steps up toward the 40th to 50th percentile of peer CEO pay through 2030. He also receives about $2.9 million in true-up LTI awards and a $10 million performance-based Transformation Award. The 2025 STI is prorated, combining a $2.0 million amount for the pre-Effective Date period with a $3.5 million amount for the rest of 2025.

Does this change affect Deutsche Telekom's influence over T-Mobile?

Sievert will continue as a Board member and is designated by Deutsche Telekom under the Second Amended and Restated Stockholders' Agreement, so DT keeps board representation. DT's Chairman Tim Höttges publicly praised Gopalan, who previously led DT's German business. DT is the controlling stockholder, so its continued involvement is a relevant governance factor.

What should investors watch as the new CEO takes over?

Investors should watch how Gopalan executes on the digital-first and AI-enabled strategy, how the Transformation Award's performance metrics are set, and whether the Company maintains its wireless and broadband growth. The full agreements will be filed with the SEC later and will provide more detail on performance conditions and severance terms.

TMUS 8-K: Leadership Changes & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed September 22, 2025. Cited figures are marked; the original filing is the authoritative source.

T-Mobile (TMUS) announced a planned CEO succession: Srini Gopalan, currently Chief Operating Officer, will become President and CEO effective November 1, 2025, and join the Board.

G. Michael Sievert, the outgoing CEO, moves to a newly created Vice Chairman role on both the management team and the Board, with an initial term ending November 1, 2026. The Board framed the change as the result of a multi-year succession planning process, and Deutsche Telekom's Chairman Tim Höttges publicly endorsed Gopalan.

For investors, the leadership transition is planned rather than abrupt, which reduces execution risk, though it is still a change at the top of a company whose stock has performed strongly under Sievert. The compensation terms signal the Board's commitment to retaining and motivating Gopalan. His base salary is $1.4 million^a, his short-term incentive target is 250% of base salary from 2026 onward, and his annual long-term incentive target value is at least $19.5 million, with percentile-based step-ups through 2030.

He also receives one-time awards totaling roughly $12.9 million^b in target grant-date value, including a $10 million performance-based 'Transformation Award' tied to his strategy. Severance for a termination without cause or for good reason is two times salary plus target bonus, with accelerated vesting of LTI awards. Sievert's base salary as Vice Chairman is $7 million, and he is no longer eligible for new STI or LTI grants unless the Company decides otherwise.

Amendments for CFO Peter Osvaldik and President Michael Katz extend their terms, with Osvaldik's extended through July 2027 and Katz's retention terms tied to a 2030 retirement window. The filing does not change reported financial results or guidance.

The key items to monitor are the execution of the Gopalan strategy, especially the digital and AI agenda, the performance-based award metrics, and the Deutsche Telekom relationship given its role as controlling stockholder. The full agreements will be filed with the SEC later, and those filings will give more detail on performance conditions and severance mechanics.

02—Key points

Key Highlights

Srini Gopalan, current COO, will become T-Mobile's President and CEO and a Board member effective November 1, 2025, succeeding Mike Sievert.
G. Michael Sievert moves to Vice Chairman of the Company and Board, a newly created role, with an initial term through November 1, 2026, and a $7.0 million base salary.
Gopalan's compensation includes a $1.4 million base salary, a 250% of salary STI target from 2026, and a minimum annual LTI target value of $19.5 million.
Gopalan receives one-time awards with about $12.9 million in combined target grant-date value, including a $10 million performance-based Transformation Award.
Gopalan's severance for a termination without cause or for good reason is two times salary plus target STI, with LTI vesting acceleration and 18 months of health benefits.
CFO Peter Osvaldik's term is extended through July 1, 2027, and his expiration payment is capped at $10 million; the Katz amendment sets minimum base salary of $975,000 and minimum LTI of $8.575 million.
The filing has no direct impact on reported financials, and the transition was described as the result of a multi-year succession plan endorsed by Deutsche Telekom's chairman.

03—Questions

Frequently Asked Questions

Why is T-Mobile changing CEOs, and is the transition abrupt?
The company says the change is the result of a well-established, multi-year succession planning process led by Sievert and the Board. Gopalan joined as COO in March 2025 and has run the Technology, Consumer and Business groups, so the handoff is planned and not a reaction to a crisis.
What is Mike Sievert's new role and how is he paid?
Sievert becomes Vice Chairman of T-Mobile and of the Board, advising on strategy, innovation, talent and external relations. He receives a $7.0 million base salary and benefits, but he is no longer eligible for new annual STI or LTI awards unless the Company decides otherwise. His role runs through November 1, 2026 unless extended by mutual agreement.
How is Srini Gopalan's pay structured and how does it compare to his prior arrangement?
Gopalan's base salary is $1.4 million. His STI target is 250% of salary from 2026, with a 200% maximum. His annual LTI target value is at least $19.5 million and steps up toward the 40th to 50th percentile of peer CEO pay through 2030. He also receives about $2.9 million in true-up LTI awards and a $10 million performance-based Transformation Award. The 2025 STI is prorated, combining a $2.0 million amount for the pre-Effective Date period with a $3.5 million amount for the rest of 2025.
Does this change affect Deutsche Telekom's influence over T-Mobile?
Sievert will continue as a Board member and is designated by Deutsche Telekom under the Second Amended and Restated Stockholders' Agreement, so DT keeps board representation. DT's Chairman Tim Höttges publicly praised Gopalan, who previously led DT's German business. DT is the controlling stockholder, so its continued involvement is a relevant governance factor.
What should investors watch as the new CEO takes over?
Investors should watch how Gopalan executes on the digital-first and AI-enabled strategy, how the Transformation Award's performance metrics are set, and whether the Company maintains its wireless and broadband growth. The full agreements will be filed with the SEC later and will provide more detail on performance conditions and severance terms.

04—Continue

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