Notice Of 2020 Annual Meeting Of Stockholders And Proxy .

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Notice of 2020Annual Meeting of Stockholdersand Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSAgenda:Place:Online only atwww.virtualshareholdermeeting.com/TMUS2020䡲 Elect 13 director nominees named in the Proxy Statement to the Company’s Board of Directors;䡲 Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountingfirm for the fiscal year ending December 31, 2020;䡲 Conduct an advisory vote to approve the compensation provided to the Company’s named executive officers for 2019;䡲 Vote on one stockholder proposal, if properly presented at the Annual Meeting; and䡲 Consider any other business that is properly brought before the Annual Meeting or any continuation, adjournment orpostponement of the Annual Meeting.Record Date: You can vote your shares if you were a stockholder of record at the close of business on April 7, 2020.Date:June 4, 2020YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, please vote as soonas possible by internet, by telephone or by signing and returning your proxy card if you received a paper copy of the proxycard by mail.Time:8:00 a.m. PDTDue to the potential travel, community gathering and other impacts of coronavirus disease 2019 (COVID-19), the AnnualMeeting will be held solely by means of remote communication, in a virtual only format. You will not be able to attend theAnnual Meeting in person. You can virtually attend the Annual Meeting at the meeting time by visitingwww.virtualshareholdermeeting.com/TMUS2020 and entering the 16-digit control number included on your Notice ofInternet Availability of Proxy Materials, proxy card or on the instructions that accompany your proxy materials. The AnnualMeeting will begin promptly at 8:00 a.m. PDT. Online check-in will begin at 7:45 a.m. PDT, and you should allow ampletime for the online check-in procedures.By hosting the Annual Meeting online, the Company is able to ensure the health and safety of its directors, officers,employees and stockholders. This approach also aligns with the Company’s broader sustainability goals. Attendance atthe virtual Annual Meeting will provide you with the same rights to participate as you would have at an in-person meeting.Once admitted to the Annual Meeting, you may submit questions, vote or view our list of stockholders by following theinstructions that will be available on the meeting website.By Order of the Board of Directors,Timotheus HöttgesChairman of the Board of DirectorsApril 21, 2020IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON JUNE 4, 2020The Proxy Statement and Annual Report to Stockholders are available athttps://t-mobile.com/Proxy2020 and https://www.proxyvote.com.

TABLE OF CONTENTSProxy Statement Summary1Corporate Governance at T-Mobile4About the Board of Directors5Annual Board and Committee Evaluations6How to Communicate with our Board6Board Committees and Related Matters7Board Risk Oversight11Director Compensation12Director Nomination, Selection and Qualifications13Proposal 1 - Election of Directors17Executive Officers24Proposal 2 - Ratification of the Appointment ofPricewaterhouseCoopers LLP as the Company’sIndependent Registered Public Accounting Firm forFiscal Year 202026Pre-Approval Process26Fees Paid to PricewaterhouseCoopers LLP26Audit Committee Report26Proposal 3 – Advisory Vote to Approve theCompensation Provided to the Company’s NamedExecutive Officers for 201928Executive Compensation29Compensation Discussion and Analysis29Compensation Committee Report39Executive Compensation Tables40Equity Compensation Plan Information53Security Ownership of Principal Stockholders andManagement54Transactions with Related Persons and Approval56Related Persons Transactions56Related Person Transaction Policy56Transactions with Deutsche Telekom and SoftBank56Proposal 4—Stockholder Proposal for Limitationson Accelerated Vesting of Equity Awards in theEvent of a Change of Control63Questions and Answers About the Annual Meetingand Voting65Other Information and Business68Appendix A—Reconciliation of Non-GAAP FinancialMeasuresA-1

Proxy Statement SummaryThis summary highlights information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statementbefore you vote.2020 Annual Meeting InformationDate and Time:Thursday,June 4, 2020 at8:00 a.m. PDTRecord Date:April 7, 2020Location:Online only atwww.virtualshareholdermeeting.com/TMUS2020Proxy Mail Date:On or aboutApril 21, 2020How to VoteBy Internet:By Phone:By Mail:Visit the website listedon your proxy cardCall the telephonenumber on yourproxy cardSign, date and returnyour proxy card in theenclosed envelopeAt the AnnualMeeting:Vote electronicallyat the virtualAnnual MeetingVoting:Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposalsto be voted on.Admission:You can virtually attend the Annual Meeting at the meeting time by visiting www.virtualshareholdermeeting.com/TMUS2020 and entering the 16-digit control number included on your Notice of Internet Availability of Proxy Materials,proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 8:00a.m. PDT. Online check-in will begin at 7:45 a.m. PDT, and you should allow ample time for the online check-inprocedures.Annual Meeting Agenda and Vote Recommendations:Board VoteRecommendationMatterPage Reference(for more details)Proposal 1Election of DirectorsFOR17Proposal 2Ratification of the Appointment of PricewaterhouseCoopers LLP asthe Company’s Independent Registered Public Accounting Firm forFiscal Year 2020FOR26Proposal 3Advisory Vote to Approve the Compensation Provided to theCompany’s Named Executive Officers for 2019FOR28Proposal 4Stockholder Proposal for Limitations on Accelerated Vesting ofEquity Awards in the Event of a Change of ControlAGAINST63In this Proxy Statement, “we,” “our,” “us,” “T-Mobile” and the “Company” refer to T-Mobile US, Inc. as a standalone company prior to April 1, 2020, the date we completed the SprintCombination (as defined below), and after April 1, 2020, refer to the combined company as a result of the Sprint Combination. “Annual Meeting” refers to the 2020 Annual Meeting ofStockholders. We first made this Proxy Statement and form of proxy card available to stockholders on or about April 21, 2020.

PROXY SUMMARY STATEMENTGood Corporate Governance PracticesGovernance is real at T-Mobile. In connection with the business combination with MetroPCS Communications, Inc. completed in 2013 (the “MetroCombination”), T-Mobile became a publicly traded company with a significant stockholder, Deutsche Telekom AG (“Deutsche Telekom”). On April 29,2018, we entered into the Business Combination Agreement with Sprint to merge in an all-stock transaction (the “Sprint Combination”), and on April 1,2020, we completed the Sprint Combination. After the Sprint Combination we have two significant stockholders, Deutsche Telekom and SoftBank GroupCorp. (“SoftBank”). Each of Deutsche Telekom and SoftBank has the right to designate a number of our directors, and as a result, we have stockholderrepresentation on our Board. Directors approach each Board decision with a mindset that is intellectually independent from management. In addition, ourBoard has structured our corporate governance program to promote the long-term interest of stockholders, strengthen the Board’s and management’saccountability and help build public trust in the Company.Unclassified Board and Annual Election of DirectorsAnnual Board and Committee Self-Evaluations13 Director NomineesNo Poison PillSeparation of Chairman and Chief Executive Officer RolesStockholder Right to Call Special Meeting and Act by WrittenConsentAnti-Hedging, Anti-Short Sale and Anti-Pledging PoliciesLead Independent DirectorIndependent Chairs of the Audit, Compensation and Nominating andCorporate Governance CommitteesRegular Executive Sessions of Independent DirectorsExecutive Compensation Driven by Pay for PerformanceComprehensive Risk Oversight by the Board and its CommitteesClawback Policy to Recapture Incentive PaymentsStock Ownership Guidelines for Executive Officers and DirectorsT-Mobile Had Record Financials and Strong Customer Growth in 2019, Beating Increased Guidance WhileBalancing Growth and ProfitabilityT-Mobile had record financial results in 2019, including record total revenues, record total service revenues, strong net income and record fourth quarterAdjusted EBITDA. We added 7.0 million total net customers in 2019, marking the sixth year in a row of more than 5 million total net customer additions.We ended the year with 86.0 million total customers, of which 67.9 million were total branded customers.We continued to successfully translate customer growth into industry-leading year-over-year service revenue percentage growth. In 2019, total revenuesincreased 4% year over year to a record of 45.0 billion, total service revenues increased 6% year over year to a record of 34.0 billion, net incomeincreased 20% year over year to 3.5 billion, and Adjusted EBITDA increased 8% year over year to a record of 13.4 billion.In December 2019, we launched America’s first nationwide 5G network, including prepaid 5G with Metro by T-Mobile, covering more than 200 millionpeople and more than 5,000 cities and towns across the United States with 5G. At the end of the fourth quarter of 2019, 327 million Americans werecovered by our 4G LTE network.Our stock price increased by 374.7% from May 1, 2013 (the first day of trading after the Metro Combination) and 23.3% during 2019 alone.Adjusted EBITDA is a non-GAAP financial measure. This non-GAAP financial measure should be considered in addition to, but not as a substitute for, theinformation provided in accordance with U.S. generally accepted accounting principles (“GAAP”). A reconciliation to the most directly comparable GAAPfinancial measure is provided in Appendix A to this Proxy Statement.4%6% 45.0B 34.0BTOTAL REVENUESERVICE REVENUETMUS STOCK PRICE UP 23.3% IN 201920% 3.5BNET INCOME2ADJUSTED EBITDA7.0M12/31/1912/31/18 13.4BT-MOBILE NATIONWIDE 5G 78.42 63.618%– 5G Coverage– 4G LTE CoverageMap includes 600 MHz and mmWave coverage; capable device required.T-Mobile 2020 Proxy StatementTOTAL NET CUSTOMERADDITIONS

PROXY SUMMARY STATEMENTExecutive Compensation Highlights – Paying for PerformanceOur executive compensation program is aligned with our business strategy and is designed to attract and retain top talent, reward short-term and longterm business results and exceptional individual performance, and, most importantly, maximize stockholder value.Key Features of Our Executive Compensation ProgramWhat We DoWhat We Don’t DoEmphasis on pay for performanceNo short-selling, hedging or pledging of Company’s securitiesIndependent compensation consultantNo excise tax gross-upsExecutive and director stock ownership guidelinesNo guaranteed bonusesClawback policy to recapture incentive paymentsNo plans that encourage excessive risk takingUse of multiple performance measures and caps on potentialincentive paymentsNo single-trigger vesting of equity awards upon a change in controlNo significant perquisitesSubstantial majority of target total compensation is variableUse of executive compensation statements (“tally sheets”)Annual risk assessment of compensation programsT-Mobile 2020 Proxy Statement3

Corporate Governance at T-MobileT-Mobile Is Committed to Good Corporate GovernanceOur corporate governance practices and policies promote the long-terminterests of our stockholders, strengthen the accountability of our Boardand management and help build public trust.Our Board has established a boardroom dynamic that encouragesmeaningful and robust discussions based on each director’s unique anddiverse background, resulting in informed decision-making that seeks tomaximize stockholder value and promotes stockholder interests. Directorsexercise thorough oversight of decisions regarding the Company’s strategyand outlook. The Board regularly reviews developments in corporategovernance and updates its practices and governance materials as itdeems necessary and appropriate.Governance HighlightsUnclassified Board and Annual Election of DirectorsAnnual Board and Committee Self-Evaluations13 Director NomineesNo Poison PillSeparation of Chairman and Chief Executive Officer RolesStockholder Right to Call Special Meeting and Act by Written ConsentLead Independent DirectorAnti-Hedging, Anti-Short Sale and Anti-Pledging PoliciesIndependent Chairs of the Audit, Compensation and Nominating andCorporate Governance CommitteesExecutive Compensation Driven by Pay for PerformanceRegular Executive Sessions of Independent DirectorsStock Ownership Guidelines for Executive Officers and DirectorsComprehensive Risk Oversight by the Board and Its CommitteesClawback Policy to Recapture Incentive PaymentsKey Governance MaterialsCertificate of IncorporationCharter for Each Board CommitteeBylawsCode of Business ConductCorporate Governance GuidelinesCode of Ethics for Senior Financial OfficersDirector Selection GuidelinesSpeak Up Policy (f.k.a. Whistleblower Protection Policy)Stockholders’ AgreementSupplier Code of ConductThese documents are available under the “Governance” section of our website at http://investor.t-mobile.com or are included in our filings with theSecurities and Exchange Commission (“SEC”).4T-Mobile 2020 Proxy Statement

CORPORATE GOVERNANCE AT T-MOBILEABOUT THE BOARD OF DIRECTORSGovernance Framework and Code of BusinessConductOur Board has adopted Corporate Governance Guidelines that, togetherwith our certificate of incorporation, our bylaws and the Stockholders’Agreement with Deutsche Telekom and SoftBank, provide a framework forthe effective governance of the Company.The Board also adopted our Code of Business Conduct, which establishesthe standards of ethical conduct applicable to our directors, officers andemployees. In addition, we have a Code of Ethics for Senior FinancialOfficers. In the event of a waiver by the Board of any Code of BusinessConduct or Code of Ethics for Senior Financial Officers provisionsapplicable to directors or executive officers, we will promptly disclose theBoard’s actions on our website.Our Board and Director IndependenceSubsequent to the Annual Meeting, our Board will consist of 13 directors, oneof whom is currently employed by the Company. Pursuant to our certificate ofincorporation and the Stockholders’ Agreement, Deutsche Telekom andSoftBank have certain rights to designate director nominees and to have suchdesignees serve on the committees of the Board. See “Transactions withRelated Persons and Approval — Transactions with Deutsche Telekom andSoftBank — Stockholders’ Agreement” for more information.We Are a Controlled Company with Certain ExemptionsSince Deutsche Telekom and SoftBank hold approximately 43.6% and24.7%, respectively, of our outstanding shares as of April 1, 2020, andpursuant to the proxy, lock-up and right of first refusal agreement betweenDeutsche Telekom and SoftBank, SoftBank is obligated to vote its shares ofT-Mobile common stock as directed by Deutsche Telekom, we are deemed a“controlled company” under the NASDAQ Stock Market LLC (“NASDAQ”)rules. These rules exempt “controlled companies,” like us, from certaincorporate governance requirements, including: (i) that a majority of our Boardbe independent, (ii) that our Nominating and Corporate GovernanceCommittee be composed entirely of independent directors, and (iii) that ourCompensation Committee be composed entirely of independent directors. Inaddition, we rely on the exemption for controlled companies from NASDAQrules adopted pursuant to the Dodd-Frank Wall Street Reform and ConsumerProtection Act that relates to compensation committee member independenceand compensation committee consultants.Director IndependenceOn an annual basis, our Board evaluates the independence of each director,including nominees for election to the Board, in accordance with NASDAQrules and our Corporate Governance Guidelines. For certain types ofrelationships, NASDAQ rules require us to consider a director’s relationshipwith the Company, and also with any parent or subsidiary in a consolidatedgroup with the Company, which includes Deutsche Telekom and itsaffiliates. Each of the following director nominees is an “independentdirector” under NASDAQ rules and our Corporate Governance Guidelines:䡲 Srikant M. Datar*䡲 Lawrence H. Guffey䡲 Stephen Kappes*Board LeadershipOur Chairman and Our Chief Executive Officer RolesAre SeparatedWe believe that separating the roles of Chief Executive Officer andChairman of the Board is appropriate for the Company and in the bestinterests of the Company and its stockholders at this time. TimotheusHöttges, Deutsche Telekom’s Chief Executive Officer, is the Chairman ofthe Board. Key responsibilities of our Chairman include:䡲 Managing the overall Board function䡲 Chairing all regular sessions of the Board䡲 Establishing the agenda for each Board meeting in consultation with thelead independent director, our Chief Executive Officer and other seniormanagement, as appropriate䡲 Assisting in establishing, coordinating and reviewing the criteria andmethods for evaluating, at least annually, the effectiveness of the Boardand its committeesThe separation of the offices allows Mr. Höttges to focus on managementof Board matters and allows our Chief Executive Officer to focus onmanaging our business. Additionally, we believe the separation of the rolesensures the objectivity of the Board in its management oversight role,specifically with respect to reviewing and assessing our Chief ExecutiveOfficer’s performance. The Board believes that its role in risk oversight didnot impact the leadership structure chosen by the Board.We Have a Lead Independent DirectorOur Board has also chosen to appoint a lead independent director.Teresa A. Taylor is our current lead independent director. Keyresponsibilities of our lead independent director include:䡲 Coordinating the activities of our independent directors䡲 Calling and presiding over the executive sessions of the independentdirectors䡲 Functioning as a liaison between the independent directors and theChairman of the Board and/or the Chief Executive Officer䡲 Providing input on the flow of information to the Board, including theBoard’s agenda and scheduleBoard Meetings and Director AttendanceOur Board meets regularly throughout the year. Committees typically meet theday prior to the Board meeting, and, depending on the schedule of the Boardmeeting, the Audit Committee holds additional meetings in connection withquarterly earnings. Directors are expected to attend all meetings of the Boardand each committee on which they serve, as well as the Annual Meeting ofStockholders. At each regularly scheduled Board meeting (or more frequentlyif necessary), time is set aside for executive sessions where outside(non-management) directors meet without management present. In addition,our Corporate Governance Guidelines require the independent directors tomeet at least twice each year in executive session, with the lead independentdirector presiding at such executive session.䡲 Our Board met 16 times during 2019䡲 Each director attended at least 75% of the total number of meetings of䡲 Kelvin R. Westbrook*䡲 Teresa A. Taylor*the Board and Board committees on which he or she served䡲 All directors who then served on the Board, other than one, attendedThe Board has determined that each member of the Audit Committee meets the heightenedindependence criteria applicable to audit committee members under NASDAQ and SEC rules.our 2019 Annual Meeting of StockholdersT-Mobile 2020 Proxy Statement5

CORPORATE GOVERNANCE AT T-MOBILEANNUAL BOARD AND COMMITTEE EVALUATIONSThe Nominating and Corporate Governance Committee oversees the annual Board and committee self-evaluation process. In 2019, the Committeeengaged an outside consultant to coordinate and provide insight on the annual self-evaluation process.The Board is committed to a comprehensive self-evaluation processto review the Board’s and each committee’s overall effectiveness.Noted below are the high-level steps of the Board and committee self-evaluation process.Board Evaluation ProcessSTEP 1STEP 2STEP 3STEP 4STEP 5EvaluationAnalysisResultsandFindingsFollow UpWorking closelywith management,the airesto each directorsoliciting feedbackon the Board'sand each relevantCommittee'seffectiveness,covering topicssuch as:The outsideconsultant reviewsthe responsesand prepares anexecutive summaryfor the Board andeach Committee,which includes anoverview ofdirector responsesand guidance onany material issues.The Chair of theNominating andCorporateGovernanceCommittee reviewsthe reports togetherwith managementand works directlywith the consultantto evaluate thefindings.BeginEvaluationProcessThe Chair of theNominating andCorporateGovernanceCommittee initiates,with the assistanceof the CorporateSecretary, theannual evaluationprocess byengaging anoutside evaluationconsultant. Strategic OversightScope & Contentof PresentationsRisk ManagementSuccessionPlanningThe Nominatingand CorporateGovernance chair,with assistancefrom the outsideconsultant, presentsthe results andfindings to theBoard. Eachcommittee reviewsthe committeeresultsand findings.Results requiringadditionalconsideration areaddressed atsubsequent boardand committeemeetings andreported backto the Board, whereappropriate.HOW TO COMMUNICATE WITH OUR BOARDYou may contact the Chairman of the Board, the Board as a whole, the lead independent director, or any individual director as follows:By Mail:T-Mobile US, Inc.The Board of Directorsc/o Corporate Secretary12920 SE 38th StreetBellevue, Washington 98006After receipt, communications will generally be forwarded to the Chairman of the Board, the whole Board, the lead independent director or specificdirectors as the Corporate Secretary deems appropriate based on the content of, and the matters raised in, the communications. Communications that areunrelated to the duties and responsibilities of the Board or are unduly hostile, threatening, potentially illegal or similarly unsuitable will not be forwarded.Responses to letters and any communications that are excluded are maintained by the Company and are available to any director upon request.6T-Mobile 2020 Proxy Statement

CORPORATE GOVERNANCE AT T-MOBILEBOARD COMMITTEES AND RELATED MATTERSOur Board has six standing committees: Audit, CEO Selection, Compensation, Executive, Nominating and Corporate Governance and Transaction. The CEOSelection and Transaction Committees are new committees formed upon the Sprint Combination. The Board makes committee and committee chairassignments annually at its meeting immediately following the Annual Meeting of Stockholders, although further changes may be made from time to timeas deemed appropriate by the Board.Each committee has a Board-approved charter, which is reviewed annually by the respective committee. Recommended changes, if any, are submitted tothe Board for approval. Each committee may retain and compensate consultants or other advisors as necessary for it to carry out its duties, withoutconsulting with or obtaining the approval of the Board or the Company. A copy of the charter for each standing committee can be found on the InvestorRelations section of our website at http://investor.t-mobile.com by selecting “Governance Documents” under the “Governance” tab.Audit CommitteeAs more fully described in its charter, the primary responsibilities of the Audit Committeeare to:䡲 Assist the Board in oversight of the integrity of the Company’s financial statements and the financialreporting process, disclosure controls and procedures and internal audit functions䡲 Directly appoint, compensate and retain our independent auditor, including the evaluation of theindependent auditor’s qualifications, performance and independence䡲 Pre-approve the retention of the independent auditor for all audit and such non-audit services as theindependent auditor is permitted to provide the Company and approve the fees for such servicesChair: Srikant M. DatarAdditional MembersTeresa A. TaylorKelvin R. WestbrookMeetings Held in 2019: 9䡲 Discuss the Company’s risk assessment and risk management policies, as well as annually review theimplementation and effectiveness of our compliance and ethics programs䡲 Develop and oversee compliance with the Code of Ethics for Senior Financial Officers and the Code ofBusiness Conduct for all employees, officers and directors䡲 Establish procedures for the confidential, anonymous submission by employees of concerns regardingquestionable accounting or auditing matters䡲 Review and approve all related person transactions pursuant to the Company’s Related PersonTransaction PolicyOur Board has determined that each member of the Audit Committee meets all of the requirements foraudit committee members under applicable NASDAQ rules, and each of Messrs. Datar and Westbrook is an“audit committee financial expert” as defined in applicable SEC rules.T-Mobile 2020 Proxy Statement7

CORPORATE GOVERNANCE AT T-MOBILECompensation CommitteeAs more fully described in its charter, the primary responsibilities of the are to:䡲 Review and approve the Company’s overall executive compensation philosophy and its programs,policies and practices regarding the compensation of its executive officers䡲 Review and approve corporate goals and objectives relevant to the Chief Executive Officer’sChair: Kelvin R. Westbrook䡲䡲䡲Additional MembersMarcelo ClaureRonald D. FisherChristian P. IllekRaphael KüblerThorsten LangheimMeetings Held in 2019: 5Section 16 Subcommittee:Kelvin R. Westbrook䡲䡲䡲䡲compensation, evaluate the Chief Executive Officer’s performance in light of those goals and objectivesand determine and approve the Chief Executive Officer’s compensationReview and approve annual and long-term compensation for the Company’s executive officersOversee the development of succession plans for the Chief Executive Officer and senior managementAssist the Board in reviewing the results of any shareholder advisory votes, or responding to othershareholder communications, that relate to executive officer compensation, and consider whether tomake or recommend adjustments to the Company’s policies and practices as a result of such votes orcommunicationsReview a report from management regarding potential material risks, if any, created by the Company’scompensation policies and practicesReview and make recommendations to the Board with respect to compensation for non- employeemembers of the BoardReview and recommend to the Board for its approval all Company equity compensation plans andoversee the administration of such plansThe Section 16 Subcommittee has the authority to (i) approve all equity or equity-based awards grantedto the Company’s officers who are subject to Section 16 of the Securities Exchange Act of 1934, asamended (the “Exchange Act”) and (ii) approve, administer and make determinations with respect to allcompensation granted to the Company’s officers who are subject to Section 16 of the Exchange Act thatis intended to qualify as performance- based compensation for purposes of Section 162(m) of theInternal Revenue Code of 1986, as amended, provided that if the Section 16 Subcommittee does notconsist of at least two directors, the full Board shall have such authority.The Compensation Committee Has Engaged anIndependent Compensation ConsultantThe Compensation Committee has retained Mercer (a wholly ownedsubsidiary of Marsh & McLennan Companies, Inc.), a well-recognizedemployee benefits and compensation consulting firm, as its independentcompensation consultant. Mercer assists the Committee in its evaluationof the compensation and benefits provided to the Chief Executive Officerand the other executive officers. Mercer generally attends the Committeemeetings at which executive officer compensation is discussed andprovides information, research and analysis pertaining to executivecompensation as requested by the Compensation Committee. Mercer alsoupdates the Compensation Committee on market trends.䡲 The Compensation Committee determined that Mercer is (and was,during 2019) independent and that its engagement does not (anddid not, during 2019) present any conflicts of interest that wouldprevent Mercer from serving as an independent consultant to theCompensation Committee.䡲 Mercer also determined that it was independent from managementand confirmed this in a written statement delivered to theCompensation Committee.8During 2019, Mercer provided executive compensation services to theCompany. The aggregate fees for such services were approximately 362,000. In addition, Mercer provided services to the Company forinvestment and benefits consulting and retirement plan consulting. Theaggregate fees for such services were approximately 325,000.Compensation Committee Interlocks and InsiderParticipationDuring 2019, the following individuals served on the CompensationCommittee for all or part of the year: Ms. Taylor, Messrs. Guffey, Illek,Kübler, Langheim, Swantee and Westbrook. No member of theCompensation Committee who served during 2019 was an officer oremployee of the Company or any of its subsidiaries during the year, wasformerly a Company officer or had any relationship otherwise requiringdisclosure as a compensation committee interlock.T-Mobile 2020 Proxy Statement

CORPORATE GOVERNANCE AT T-MOBILECEO Selection CommitteeAs more fully described in its charter, the primary responsibilities of the CEO SelectionCommittee are to:䡲 Select, appoint, hire, fire and recall from office the Chief Executive Officer of the Company䡲 Consult with SoftBank as required

Compensation Provided to the Company’s Named Executive Officers for 2019 28 Executive Compensation 29 Compensation Discussion and Analysis 29 Compensation Committee Report 39 Executive Compensation Tables 40 Equity Compensation Plan Information 53 Security Ownership of Principal Stockholders and Management 54

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