TELEPHONE AND DATA SYSTEMS INC (TDS)
Sector: Communication
2026 Annual Meeting Analysis
TELEPHONE AND DATA SYSTEMS INC · Meeting: May 21, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with relevant telecom and operational experience, no overboarding issues, 100% attendance reported, and TDS's 3-year TSR of +363.8% vastly outperforms the peer group median by +381.2pp — well above the 50pp trigger threshold — so no TSR concern applies.
Lead Independent Director with extensive marketing and global operations experience; no overboarding, attendance satisfactory, and TDS's exceptional 3-year TSR outperformance of +381.2pp versus the peer group median far exceeds the 50pp threshold required to trigger a concern, resulting in a clear FOR vote.
Independent director with deep telecom expertise; holds two outside public board seats (Calix and Stagwell) which is within the policy limit of four; attendance satisfactory, and TDS's strong TSR record eliminates any performance-based concern.
Independent director with significant global telecom and private equity experience; joined in 2022 and TDS's 3-year TSR of +363.8% massively outperforms the peer group, so no TSR trigger applies.
Long-serving non-independent director and brother of CEO Walter C. D. Carlson, which raises a familial relationship flag under policy; however, he is not classified as independent by the board, serves on no audit or compensation committees, and TDS's outstanding 3-year TSR performance eliminates any performance concern, so a FOR vote is warranted with the family relationship noted.
Non-independent director and sister of CEO Walter C. D. Carlson; her background is as a physician and clinical professor with no disclosed telecom or business experience relevant to TDS's operations, which is a qualifications flag; however, she is not classified as independent, serves on no audit or compensation committees, and TDS's exceptional shareholder returns over 3 and 5 years remove any TSR concern, so a FOR vote is warranted while noting these flags.
Non-independent director and sister of CEO Walter C. D. Carlson listed solely as a private investor with no disclosed industry-relevant experience; however, she serves on no audit or compensation committees, is not classified as independent, and TDS's strong TSR record negates any performance concern, so a FOR vote is appropriate while noting these flags.
Serves as Chair, President, and CEO — a combined role that reduces independent board oversight — and is a controlling Voting Trust trustee; however, TDS's 3-year TSR of +363.8% outperforms the peer group median by +381.2pp (well above the 50pp trigger threshold), attendance is satisfactory, and the board has appointed a Lead Independent Director as a mitigating governance measure, supporting a FOR vote.
Joined the board in June 2025, which is within the 24-month exemption window under policy, so he is automatically exempt from the TSR trigger; brings relevant fiber and telecom operational experience as TDS Telecom CEO.
Independent director serving as Audit Committee Chair and designated financial expert with over 40 years of business leadership experience; no overboarding issues, attendance satisfactory, and TDS's 3-year TSR outperformance of +381.2pp versus peers eliminates any performance-based concern.
Joined in December 2024, placing him within the 24-month new-director exemption from the TSR trigger; brings strong financial and accounting credentials as a CPA and Chief Accounting Officer at McKesson, which is directly relevant to his Audit Committee role.
Non-independent CFO director with over 30 years of TDS financial experience; not classified as independent and serves on no audit or compensation committees; TDS's outstanding 3-year TSR performance removes any performance concern.
All 12 director nominees receive a FOR vote determination. TDS's 3-year total shareholder return of +363.8% outperforms its disclosed compensation peer group median by +381.2 percentage points, far exceeding the 50pp trigger threshold applicable to companies with strong positive absolute TSR, so no director faces a TSR-based withhold. Notable governance flags include the combined Chair/CEO/Voting Trust trustee role held by Walter C. D. Carlson, familial relationships among four Carlson family directors (three of whom are sisters and brother of the CEO), and limited apparent industry experience for two family directors — but none of these independently trigger a policy No vote given the company's exceptional shareholder returns and the fact that the flagged directors are all non-independent and serve on no audit or compensation committees.
Say on Pay
✓ FORCEO
LeRoy T. Carlson, Jr.
Total Comp
$6,974,414
Prior Support
93%%
The prior year Say-on-Pay vote received approximately 93% support, well above the 70% threshold that would require a response, and no significant structural changes were needed. The company's incentive compensation program includes meaningful performance conditions — performance share awards tied to TSR versus peers, revenue, EBITDA, and broadband growth metrics — with the 2023 TSR-linked award paying out at 200% of target reflecting TDS's exceptional stock performance, which strongly aligns executive pay with shareholder outcomes. The CEO (Walter C. D. Carlson, who assumed the role in February 2025) received total reported compensation of approximately $6.97 million, which is a reasonable level for a $5.2 billion market-cap telecom company given his partial-year tenure as CEO and the company's transformational year including the successful T-Mobile transaction.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
23 yrs
Audit Fees
$4,650,000
Non-Audit Fees
$288,000
PwC has served as TDS's auditor since 2002 (approximately 23 years), which is below the 25-year threshold that would trigger a tenure concern; non-audit fees (audit-related fees of $286,000 plus other fees of $2,000 = $288,000) represent approximately 6.2% of audit fees ($4,650,000), which is well below the 50% threshold; PwC is a Big 4 firm appropriate for TDS's $5.2 billion market cap; and the audit committee notes a mandatory lead partner rotation occurred in 2023 as an additional independence safeguard.
Overall Assessment
TDS's 2026 annual meeting ballot is straightforward with four proposals: all 12 director nominees receive FOR votes driven by the company's exceptional 3-year total shareholder return of +363.8%, which outperforms the disclosed peer group median by +381.2 percentage points and renders the TSR trigger inapplicable; PwC ratification passes cleanly with tenure below the 25-year threshold and non-audit fees at only 6.2% of audit fees; the Say-on-Pay vote earns a FOR given 93% prior-year support, meaningful performance conditions in the equity program, and strong alignment between executive pay outcomes and the company's transformational stock performance; and the officer exculpation charter amendment is a standard Delaware governance update that warrants support.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing