Lisa Carlson v. Qualtek Wireless LLC ( 2023 )

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
______________
No. 22-2569
_______________
LISA CARLSON,
Appellant
v.
QUALTEK WIRELESS, LLC
______________
Appeal from the United States District Court
for the Eastern District of Pennsylvania
(No. 2-22-cv-00125)
U.S. District Judge: Hon. Mark A. Kearney
______________
Submitted Under Third Circuit L.A.R. 34.1(a)
July 10, 2023
______________
Before: SHWARTZ, RESTREPO, and CHUNG, Circuit Judges.
(Filed: August 9, 2023)
______________
OPINION*
______________
*
This disposition is not an opinion of the full Court and, pursuant to I.O.P. 5.7,
does not constitute binding precedent.
1
SHWARTZ, Circuit Judge.
Lisa Carlson appeals the District Court’s order granting summary judgment in
favor of Qualtek Wireless, LLC on her Title VII, Equal Pay Act, and Pennsylvania Wage
Payment and Collection Law (“WPCL”) claims. Because the Court did not err, we will
affirm.
I
In 2010, Carlson began working for Velocitel, Inc., a company based in Illinois
that provided wireless telecommunications services. In 2017, Qualtek1 acquired
Velocitel and offered Carlson employment, with an annual base salary of $92,300. The
offer letter also stated that Carlson had the “potential” to receive a bonus of up to ten
percent of her base salary, but that any bonus was “discretionary” and would be “based
upon Company, business group, and individual performance.” D. Ct. ECF No. 31 at 52.
Carlson accepted Qualtek’s offer.
In February 2018, Qualtek offered Bruce Neff a Finance Manager position in the
company’s Pennsylvania headquarters with an annual base salary of $90,000 and
eligibility to participate in the company’s bonus program with a potential bonus of
$10,000 prorated to his start date. Unlike Carlson, who lives in Minnesota and does not
have a bachelor’s degree, Neff resides in Pennsylvania and holds a bachelor’s degree in
Qualtek operated under a “shared services model,” which means that its back-
1
office functions, including its finance team, were concentrated in its Pennsylvania
headquarters.
2
accounting. In March 2018, Qualtek offered, and Carlson accepted, the same position as
Neff but with a base salary of $105,000 and an “annual potential bonus eligibility [of]
$20,000” that would be prorated for 2018. Id. at 58.
At the end of 2018, Qualtek increased Carlson’s salary to $115,000 and awarded
her a $5,000 bonus, which was paid in two installments. After the first installment was
paid, Carlson notified her payroll manager and her supervisor about an “error” with the
bonus she received, but she did not mention any gender-based disparities. Id. at 33.
Qualtek acknowledged that her potential annual bonus amount was inaccurately listed as
lower than it should have been in the company’s internal human resources system and
should be changed. This, however, did not result in a greater bonus.
In April 2019, Qualtek promoted Neff to a Director of Finance position based in
the company’s Pennsylvania headquarters and raised his annual salary to $115,000. In
October 2019, Qualtek hired Brandon Ebeling for an open Director of Finance position,
also based in the Pennsylvania headquarters, at a salary of $125,000 with a potential
bonus eligibility of fifteen percent of his annual salary. Ebeling resides in Pennsylvania
and holds a bachelor’s degree in finance and a master’s degree in accounting. Carlson
had been recommended to replace the outgoing Finance Director and she complained to
Qualtek personnel about not being promoted because she was a woman. Qualtek’s
Human Resources Director, in turn, scheduled a meeting between Carlson and the
company’s Vice President of Human Resources, but Carlson canceled the meeting for
“fear of retaliation.” App. 222.
3
In November 2019, Carlson applied for an open Director of Finance position
based in Qualtek’s headquarters in Pennsylvania. Carlson testified that she knew at the
time she applied that the position required her to be in Pennsylvania and that she was
unwilling to relocate there. Shortly after Carlson applied, Qualtek’s Human Resources
Director advised her colleagues that she told Carlson that the position was in
Pennsylvania and that Carlson told her that Carlson purchased a home in Minnesota and
that “she is not relocating.” D. Ct. ECF No. 31 at 87. Carlson then asked Qualtek’s
Director of Recruiting if the company would consider hiring anyone based outside of the
company’s Pennsylvania office. The Director of Recruiting confirmed that the position
was located at Qualtek’s headquarters in Pennsylvania.
In January 2020, Qualtek increased Carlson’s annual salary to $118,450 and paid
her a $2,875 year-end bonus for 2019. Carlson complained to human resources about the
calculation of her bonus. One of Carlson’s supervisees emailed Qualtek personnel about
the amount of her bonus as compared to her male counterparts. Carlson emailed minutes
later “echoing” those “concerns” and questioning how Qualtek calculated its bonuses.
App. 342. In response, the Vice President of Human Resources explained that bonuses
are discretionary and that the 2019 bonuses were paid at a reduced amount due to
Qualtek’s performance that year.
In early 2020, Qualtek eliminated all Finance Manager positions, including
Carlson’s position. Carlson was briefly reassigned to a new role, but on January 31,
2020, Qualtek’s Vice President of Finance announced a restructuring of the corporate
4
finance team. The same day, Qualtek terminated Carlson’s employment.
Carlson sued Qualtek, alleging, among other things, that the company (1)
retaliated against her for her complaints by failing to promote her, giving her less than her
full potential bonus, and terminating her, in violation of Title VII and the Equal Pay Act;
and (2) violated the WPCL.2 The District Court granted summary judgment in favor of
Qualtek, holding that Carlson (1) failed to adduce sufficient evidence of pretext for her
Title VII and the Equal Pay Act retaliation claims, Carlson v. Qualtek Wireless LLC,
2022 WL 3229399, at *8-14 (E.D. Pa. Aug. 10, 2022); and (2) failed to meet her burden
on the WPCL claim, id. at *14-16.
Carlson appeals.
II3
A
We first address Carlson’s retaliation claims. Title VII makes it unlawful for an
2
Carlson also alleged that Qualtek engaged in gender discrimination in violation
of the Equal Pay Act, but she expressly waived that claim at oral argument before the
District Court. Carlson also clarified at oral argument that her Title VII claim is
predicated only on retaliation, not discrimination.
3
The District Court had jurisdiction pursuant to 28 U.S.C. §§ 1331 and 1367. We
have jurisdiction pursuant to 28 U.S.C. § 1291. We exercise plenary review of the
District Court’s order granting summary judgment. Resch v. Krapf’s Coaches, Inc., 785
F.3d 869, 871 n.3 (3d Cir. 2015). We apply the same standard as the District Court,
viewing facts and drawing all reasonable inferences in the non-movant’s favor. Hugh v.
Butler Cnty. Family YMCA, 418 F.3d 265, 266-67 (3d Cir. 2005). Summary judgment is
appropriate where “there is no genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). We may affirm for any
reason supported by the record. Brightwell v. Lehman, 637 F.3d 187, 191 (3d Cir. 2011).
5
employer to retaliate against an employee for opposing “any practice made an unlawful
employment practice” under Title VII. 42 U.S.C. § 2000e-3(a). The Equal Pay Act
makes it unlawful for an employer to retaliate against an employee in the form of
“discharge or in any other manner discriminate against any employee because such
employee has filed any complaint or instituted … any proceeding under or related to this
[act].” 29 U.S.C. § 215(a)(3).
Retaliation claims under both Title VII and the Equal Pay Act are analyzed under
the McDonnell Douglas framework. Carvalho-Grevious v. Del. State Univ., 851 F.3d
249, 257 (3d Cir. 2017).4 A prima facie retaliation case requires a plaintiff to
demonstrate (1) that she engaged in a protected activity, (2) that she suffered an adverse
employment action, and (3) causation. Lichtenstein v. Univ. of Pittsburgh Med. Ctr., 691
F.3d 294, 301-02 (3d Cir. 2012). “If the plaintiff succeeds, the defendant must articulate
a legitimate, nondiscriminatory reason for the adverse employment action. [If the
defendant does so,] [t]he burden then shifts back to the plaintiff to [show] . . . that the
articulated reason was a mere pretext for discrimination.” Capps v. Mondelez Global,
LLC, 847 F.3d 144, 152 (3d Cir. 2017) (quoting Ross v. Gilhuly, 755 F.3d 185, 193 (3d
Cir. 2014)).
4
While we have yet to analyze an Equal Pay Act retaliation claim under the
McDonnell Douglas framework, we will follow our sister circuits and do so here. See,
e.g., Lindsley v. TRT Holdings, Inc., 984 F.3d 460, 469 (5th Cir. 2021); Yearns v. Koss
Construction Co., 964 F.3d 671, 674 (8th Cir. 2020); Krause v. City of La Crosse, 246
F.3d 995, 1000 (7th Cir. 2001).
6
We will assume that Carlson engaged in protected activity by making gender
discrimination complaints concerning bonuses and her promotion, and that she suffered
three adverse actions as a result: (1) failure to be promoted; (2) failure to receive her full
bonus; and (3) termination. We will therefore examine the record for material facts
concerning Qualtek’s proffered “legitimate, non-retaliatory reason[s],” Moore v. City of
Philadelphia, 461 F.3d 331, 342 (3d Cir. 2006) (quoting Krouse v. Am. Sterilizer Co.,
126 F.3d 494, 500 (3d Cir. 1997)), for its actions and whether those reasons were merely
“pretext for retaliation,” Krouse, 126 F.3d at 501. To show pretext, Carlson must either
(1) submit evidence that “meaningfully throw[s] into question, i.e., [casts] substantial
doubt upon, the [employer’s] proffered reasons,” or (2) “come forward with sufficient
evidence from which a factfinder could reasonably conclude that an illegitimate factor
more likely than not was a motivating or determinative cause of the adverse employment
decision[s].”5 Fuentes v. Perskie, 32 F.3d 759, 765 (3d Cir. 1994).
As to the promotion, Qualtek explains that Carlson was not promoted because she
was unwilling to relocate to Pennsylvania. Carlson has not shown that this non-
retaliatory reason was pretextual. Carlson was repeatedly told that the position would
require her to be in Pennsylvania and the two men ultimately hired for the position both
5
The plaintiff “cannot simply show that the employer’s decision was wrong or
mistaken but rather must demonstrate such weaknesses, implausibilities, inconsistencies,
incoherences, or contradictions in the employer’s proffered legitimate reason for its
action that a reasonable factfinder could rationally find them unworthy of credence, and
hence infer that the employer did not act for the asserted nondiscriminatory reasons.”
Daniels v. Sch. Dist. of Phila., 776 F.3d 181, 199 (3d Cir. 2015) (quotations omitted).
7
worked in Qualtek’s Pennsylvania headquarters.6 Indeed, Carlson does not dispute that
the position was in Pennsylvania or that she was unwilling to relocate there. Rather, she
contends that she could effectively do the job from Minnesota, and that her supervisors
recommended her for a promotion while she resided there.7 Even if these contentions are
correct, they do not show any “weaknesses, implausibilities, inconsistencies,
incoherences, or contradictions” in Qualtek’s proffered non-retaliatory reason, Daniels v.
Sch. Dist. of Phila., 776 F.3d 181, 199 (3d Cir. 2015), and therefore Carlson’s failure to
promote claim lacks merit.8
As to the bonus amount, Qualtek explains that the bonus amount was
discretionary.9 Carlson contends, in turn, that her bonus was “not discretionary,”
6
Carlson asserts that the geographic requirement was “only added after [she]
complained of gender discrimination,” Appellant’s Br. at 38, but she cites no evidence to
support her claim. In fact, the record shows that Qualtek’s location requirement had long
been in place because its “back office functions,” including finance, had been based in
Pennsylvania. D. Ct. ECF No. 31 at 140-41.
7
While one of her supervisors testified that he believed Carlson could have been
effective while working from Minnesota, he also acknowledged that “there was a greater
push [within Qualtek] to move [the] finance [team] into the corporate location [in
Pennsylvania],” App. 145, which was corroborated by other Qualtek employees,
including the company’s Vice President of Finance.
8
The record also supports Qualtek’s explanation that it did not promote Carlson
because she lacked a requisite bachelor’s degree. A 2020 posting for the position
disclosed this requirement, every member of the finance team in a similar position
possessed at least a bachelor’s degree, and Qualtek personnel, including Carlson’s former
supervisor, confirmed that this was a prerequisite for the position.
9
Because the 2018 bonus determination was made before Carlson complained
about gender-based disparities, her retaliation claims based on her 2018 bonus fail. We
therefore focus on her 2019 bonus.
8
Appellant’s Br. at 28,10 but the record belies her assertion. Carlson’s original offer letter
stated that her bonus was “discretionary” and that her “potential” bonus would be “based
upon Company, business group and individual performance.” D. Ct. ECF No. 31 at 52.
Her subsequent offer letter also stated that she would be entitled to a “potential bonus.”
Id. at 58. Carlson’s former supervisor and Qualtek personnel corroborated that any bonus
the company awarded was discretionary. Furthermore, after complaining about the
calculation of her bonus, Carlson was repeatedly reminded that all bonuses were
discretionary.11 Carlson has produced no evidence showing that Qualtek’s proffered
reason for paying only a portion of Carlson’s potential bonus was in retaliation for
complaints protected by Title VII or the EPA. Therefore, her bonus-related retaliation
claims fail.12
As to her termination, Qualtek states that she was terminated as part of a
company-wide restructuring. Although Carlson was terminated just a week after she
complained about her 2019 bonus and echoed a supervisee’s complaint questioning
whether differences in bonuses were discriminatory, this temporal proximity does not
10
Carlson’s arguments regarding the bonuses focus on discrimination under Title
VII, but as discussed above, Carlson waived this claim before the District Court.
11
Qualtek concedes that its internal database incorrectly listed Carlson’s annual
potential bonus, but this does not demonstrate that Carlson was contractually entitled to
receive her full potential bonus.
12
The record also supports Qualtek’s explanation that it only paid part of
Carlson’s potential bonus due to the company’s performance that year, which is
consistent with the statement in Carlson’s offer letter that bonuses are based in part on
“Company . . . performance.” D. Ct. ECF No. 31 at 52.
9
undermine the legitimacy of Qualtek’s reasons for her termination. First, documents and
testimony corroborate that Qualtek was, in fact, undergoing a company-wide
restructuring at the time of Carlson’s termination.13 Second, although Carlson was the
only employee who was terminated, others were affected, and the Finance Manager
position was eliminated.14 Because Carlson has failed to demonstrate that Qualtek’s
proffered reason for her termination was pretextual, her termination-based retaliation
claims fail.
Therefore, the District Court correctly granted summary judgment in favor of
Qualtek on Carlson’s Title VII and Equal Pay Act retaliation claims.
B
Carlson’s claim that Qualtek’s failure to pay her full 2018 bonus violated the
WPCL also fails.15 The WPCL “provides employees a statutory remedy to recover wages
and other benefits that are contractually due to them.”16 Oberneder v. Link Computer
Corp., 696 A.2d 148, 150 (Pa. 1997). Bonuses are included in the term “wages,” which
13
Carlson also argues that “as a public company, any restructuring should trigger
some paperwork” but “[t]here is none.” Appellant’s Br. at 30. Qualtek, however, was
not a public company at the time of its restructuring, so the absence of formal filings does
not demonstrate that the restructuring did not occur.
14
Notably, the colleague Carlson echoed was retained as part of the company’s
restructuring, undermining any inference that Carlson was terminated for a retaliatory
reason.
15
As the District Court noted, Carlson conceded that the WPCL claim pertains
only to the 2018 bonus, not the 2019 bonus. Carlson, 2022 WL 3229399, at *14 n.140.
16
We assume but do not decide that Carlson, who resides in Minnesota but works
for a company with headquarters in Pennsylvania, is covered by the WPCL.
10
is defined as “all earnings of an employe[e].” 43 Pa. Stat. § 260.2a. To recover under the
WPCL, an employee “must aver a contractual entitlement to compensation from wages
and a failure to pay that compensation.” Braun v. Wal-Mart Stores, Inc., 24 A.3d 875,
954 (Pa. Super. Ct. 2011) (quotations omitted); see also De Asencio v. Tyson Foods, Inc.,
342 F.3d 301, 309 (3d Cir. 2003) (“The contract between the parties governs in
determining whether specific wages are earned.” (quotations omitted)). Carlson bears the
burden to prove that she had a contractual right to a bonus. Braun, 24 A.3d at 957.
Carlson has failed to show that she was contractually entitled to any bonus.
Carlson’s original offer letter expressly provided that her bonus was “discretionary” and
Qualtek consistently referred to Carlson’s bonus amounts as her “potential bonus
eligibility,” which shows that Carlson’s bonus was not guaranteed. D. Ct. ECF No. 31 at
52. Qualtek’s admission that it failed to list Carlson’s full potential bonus in its internal
system is not a promise to pay Carlson’s full bonus. Rather, it is simply a recognition
that the system did not accurately reflect the potential bonus Carlson could have earned.
Because Carlson has not shown that she is contractually entitled to her full bonus, the
District Court properly granted summary judgment in favor of Qualtek on her WPCL
claim.
III
For the foregoing reasons, we will affirm.17
Judge Chung dissents as to Carlson’s retaliatory termination claims. She would
17
have remanded those claims for a trial on the merits.
11