1

NOT PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

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No. 22-2569

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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

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Submitted Under Third Circuit L.A.R. 34.1(a)

July 10, 2023

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Before: SHWARTZ, RESTREPO, and CHUNG, Circuit Judges.

(Filed: August 9, 2023)

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OPINION*

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* This disposition is not an opinion of the full Court and, pursuant to I.O.P. 5.7, 

does not constitute binding precedent.
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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, Qualtek1acquired

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 

1 Qualtek operated under a “shared services model,” which means that its backoffice functions, including its finance team, were concentrated in its Pennsylvania 

headquarters. 
3

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. 
4

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 
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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).
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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). 
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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 nonretaliatory 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). 
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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. 
9

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.
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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. 
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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.

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17 Judge Chung dissents as to Carlson’s retaliatory termination claims. She would 

have remanded those claims for a trial on the merits.