T-Mobile Paid Top Lawyers $23.6 Million After Sprint Deal (1)

T-Mobile US Inc. paid $23.6 million last year to new general counsel Mark Nelson and his predecessor, David Miller, who retired this month.

Nelson received more than $13.8 million in total compensation during 2021, while Miller’s package was valued at nearly $9.8 million, an annual proxy statement filed by T-Mobile shows.

The pair of Harvard Law School graduates helped T-Mobile orchestrate the company’s $26.5 billion acquisition of Sprint Corp., which closed in early 2020.

T-Mobile announced last year that Nelson—a longtime legal adviser to the Bellevue, Wash.-based company—would take over its general counsel role from Miller as of Oct. 11.

Miller, who spent more than 27 years at T-Mobile, subsequently transitioned to the role of strategic adviser ahead of his retirement April 1.

Nelson was a Washington-based antitrust partner at Cleary Gottlieb Steen & Hamilton, the law firm retained by T-Mobile and its parent company, Deutsche Telekom AG, to help navigate the Sprint deal through regulatory scrutiny.

He worked closely with T-Mobile’s other lawyers both in-house and at Wilmer Cutler Pickering Hale and Dorr and Wachtell, Lipton, Rosen & Katz. Skadden, Arps, Slate, Meagher & Flom took the lead for Sprint on the regulatory side.

Proxy Disclosures

Nelson was given a $950,000 annual base salary—he was paid a prorated portion of almost $201,000 in 2021—and a $2 million signing bonus upon moving to T-Mobile, per its proxy filed April 27.

Nelson also received restricted stock units valued at about $7.3 million that he will vest in one block three years from the date of his employment.

T-Mobile said it reimbursed for $5,000 in relocation and expenses for fees and expenses capped at $25,00 Nelson incurred in connection with his new employment agreement.

Nelson spent more than 25 years in private practice at Cleary, where he specialized in civil and criminal litigation, regulatory proceedings before federal and state government agencies, and complex antitrust matters. He once served as vice chair of the American Bar Association’s antitrust section.

T-Mobile’s pay package last year for its new top lawyer also included $3.5 million in non-equity incentive plan compensation. Nelson declined to discuss his pay from him.

Miller, T-Mobile’s retired legal chief, had been general counsel since 2002. His pay package last year comprised $775.000 in base salary, more than $3.7 million in stock awards, and roughly $5.2 million in non-equity incentive plan compensation.

Miller received performance bonuses last year to encourage him to stay with the company into 2022 and assist with the succession planning process to transition his duties to Nelson, according to T-Mobile’s proxy. Bloomberg data shows that Miller currently owns more than $21 million in T-Mobile stock.

Legal Changes

T-Mobile, the second-largest wireless carrier in the US, has made several other additions and appointments to its legal group.

The company last year promoted vice president of legal affairs David Werblow to chief compliance officer. In October, T-Mobile tapped Laura Buckland, its longtime head of litigation and intellectual property, to serve as the company’s chief cyber transformation officer.

T-Mobile this month hired Buckland’s successor, Rachel Adams, a former partner at now-defunct Howrey who spent more than a dozen years at computer maker Lenovo Group Ltd.

Adams, who left her deputy general counsel role at Lenovo in early 2021, is now head of litigation, government investigations, antitrust, and IP at T-Mobile.

Earlier this year, T-Mobile brought on senior corporate counsel Carolyn Robbs Bilanko and Christine Guastello from Baker & Hostetler and Shook, Hardy & Bacon, respectively.

Two former top Sprint lawyers also found new roles in January.

Jorge Gracia, Sprint’s former chief legal officer, took the same role at PayCargo LLC, a startup freight payment platform that in December suffered a setback in antitrust litigation against a competitor.

Stefan Schnopp, Sprint’s former vice president of legal and corporate secretary, was hired as legal chief for publicly traded hamburger restaurant chain BurgerFi International Inc.

Schnopp spent six months as an of counsel at Morrison & Foerster prior to joining BurgerFi and after leaving Sprint in 2020. MoFo advised Sprint on its sale to T-Mobile.

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