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T AT&T

Filed: 11 Mar 21, 4:06pm
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant ☒                            Filed by a Party other than the Registrant ☐

Check the appropriate box:

 

 Preliminary Proxy Statement
 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 Definitive Proxy Statement
 Definitive Additional Materials
 Soliciting Material Pursuant to § 240.14a-12

AT&T Inc.

 

(Name of Registrant as Specified In Its Charter)

 

          

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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 Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Table of Contents

LOGO


Table of Contents

    To Our Stockholders

 

  LOGO     

 

 

IT’S A PLEASURE TO INVITE YOU TO OUR 2021 ANNUAL MEETING OF STOCKHOLDERS. I HOPE YOU CAN JOIN US VIRTUALLY ON FRIDAY, APRIL 30, 2021, AT 9:00 A.M. CENTRAL TIME.

 

Dear Stockholders:

 

As the new chairman of AT&T’s Board of Directors, I’m proud of the company’s strong commitment to sound, forward-looking governance.

 

Our Board’s role is to keep our company focused on the long term and represent your interests. We do that by consistently challenging the status quo, offering a diversity of perspectives and taking a hands-on approach to overseeing AT&T’s operations and strategy – all the while staying true to our mission of creating value for you.

 

I can assure you that we listen carefully to our investors, so I hope you’re able to join us at our virtual Annual Meeting April 30th. Until then, I join with our entire Board in expressing our thanks for your continued confidence in AT&T.

 

Sincerely,

Bill Kennard

 

LOGO

 

 

William E. Kennard

INDEPENDENT CHAIRMAN OF THE BOARD

Dear Stockholders:

 

It’s a pleasure to invite you to our 2021 Annual Meeting of Stockholders, which again will be a virtual web-based event. I hope you can join us on Friday, April 30, 2021, at 9:00 a.m. at www.virtualshareholdermeeting.com/T2021.

 

At this year’s meeting, we’ll update you on the strength of our business and how we’re bringing to life our company’s purpose to create connection — with each other, with what people and businesses need to thrive in their everyday lives, and with the stories and experiences that matter.

 

You’ll hear about our 3 areas of market focus designed to drive deep customer relationships:

 

•  Leveraging our world-class fiber and wireless infrastructure to carry more broadband traffic and serve more customers across all segments than any other U.S. company

 

•  Developing a next-generation entertainment distribution platform built for subscription and advertising-based customer relationships

 

•  Creating and curating an industry-leading offer of premium entertainment content that profitably grows our customer relationships beyond our traditional connectivity-based services

 

We’ll also discuss the ways we support that with disciplined financial management and a deliberate capital allocation framework, which allows us to invest in growth and reduce debt while creating long-term value and sustaining our dividend for you, our owners.

 

On behalf of our management team, thank you for your continued support.

 

Sincerely,

John Stankey

 

March 11, 2021

 

LOGO

 

 

John T. Stankey

 

CHIEF EXECUTIVE OFFICER AND PRESIDENT

 

 


 

 


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  LOGO     

 

 

LOGO

 

AT&T Inc.

One AT&T Plaza

Whitacre Tower

208 S. Akard Street

Dallas, TX 75202

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

 

To the holders of Common Stock of AT&T Inc.:

The 2021 Annual Meeting of Stockholders of AT&T Inc. will be conducted virtually on the Internet. There will be no in-person meeting.

 

When:

 

9:00 a.m. Central time, Friday, April 30, 2021

Web Address:

 

www.virtualshareholdermeeting.com/T2021

The purpose of the annual meeting is to consider and take action on the following:

 

1.

Election of Directors

2.

Ratification of Ernst & Young LLP as independent auditors

3.

Advisory approval of executive compensation

4.

Any other business that may properly come before the meeting, including stockholder proposals

Holders of AT&T Inc. common stock of record at the close of business on March 2, 2021, are entitled to vote at the meeting and any adjournment of the meeting.

 

 

 

LOGO

By Order of the Board of Directors.

Stacey Maris

Senior Vice President, Deputy General Counsel

and Secretary

March 11, 2021

 

YOUR VOTE IS IMPORTANT

 

Please promptly sign, date and return your proxy card or voting instruction form, or submit your proxy and/or voting instructions by telephone or through the Internet so that a quorum may be represented at the meeting. Any person giving a proxy has the power to revoke it at any time, and stockholders who virtually attend the meeting may withdraw their proxies and vote electronically at the meeting.

 

 

 

ATTENDING THE MEETING

 

A Stockholder of Record or a Beneficial Stockholder may access the meeting at www.virtualshareholdermeeting.com/T2021 by following the prompts, which will ask for the Stockholder’s 16-digit control number, which is shown in a box on the Proxy Card or Notice of Internet Availability of Proxy Materials.

 

More information about accessing the meeting is provided on the next page.

 

 

  

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 30, 2021:

 

The Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com

 

 

  
 

 


 

 


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Attending the Meeting

 

 

The Record Date for AT&T’s 2021 Annual Meeting of Stockholders is March 2, 2021.

Stockholders of Record (shares are registered in your name)

If you were a Stockholder of Record of AT&T common stock at the close of business on the Record Date, you are eligible to attend the meeting, vote, change a prior vote, and submit questions. To access the meeting, visit www.virtualshareholdermeeting.com/T2021 and follow the prompts, which will ask you to enter your 16-digit control number. The control number is shown in a box on your Proxy Card or, if applicable, shown in the Notice of Internet Availability of Proxy Materials.

Beneficial Stockholders (shares are held in the name of a bank, broker, or other institution)

If you were a beneficial stockholder of AT&T common stock as of the Record Date (i.e., you hold your shares through a broker or other intermediary), you may submit your voting instructions through your broker or other intermediary. To access the meeting, visit www.virtualshareholdermeeting.com/T2021 and use your 16-digit control number. You may vote your shares at the meeting or change a prior vote and submit questions. If you are a beneficial stockholder but do not have a control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.

401(k) Plan Participants

If you are a participant in the AT&T Retirement Savings Plan, the AT&T Savings and Security Plan, the AT&T Puerto Rico Retirement Savings Plan, or the BellSouth Savings and Security Plan, and if you participated in the AT&T shares fund on the record date, you are eligible to listen to the meeting via the webcast and submit questions at the meeting. You may access the meeting and submit questions in the same manner as Stockholders of Record. Because plan participants may submit voting instructions only through the plan trustee or administrator, voting instructions must be submitted on or before April 27, 2021.

Guests

The meeting will also be available to the general public at the following link: www.virtualshareholdermeeting.com/T2021. Please note that guests will not have the ability to ask questions or vote.

Asking Questions

If you are a Stockholder of Record, a Beneficial Stockholder, or 401(k) Plan Participant, you may submit questions in writing during the meeting through the meeting portal at www.virtualshareholdermeeting.com/T2021 using your 16-digit control number. In addition, you may submit questions beginning 3 days before the day of the meeting by going to www.proxyvote.com. We will attempt to answer as many questions as we can during the meeting. Similar questions on the same topic will be answered as a group. Questions related to individual stockholders will be answered separately by our stockholder relations team. Our replies to questions of general interest, including those we are unable to address during the meeting, will be published on our Investor Relations website after the meeting.

Stockholder Proponents

Only stockholders who have submitted proposals pursuant to AT&T’s Bylaws may have a proposal submitted at the meeting. Unless otherwise determined by the Chairman of the meeting, each proponent will be permitted to introduce their proposal. The introduction must be relevant to the proposal and, of course, may not otherwise be inappropriate.

Control Number

Your 16-digit control number appears in a box on your Proxy Card, in our Notice of Internet Availability of Proxy Materials, or in the instructions that accompanied your proxy materials. If you do not have a 16-digit control number, you may gain access to the meeting by contacting your broker or by following the instructions included with your proxy materials.

Technical Support

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting website on the meeting date.

VOTING RESULTS

The voting results of the Annual Meeting will be published no later than four business days after the Annual Meeting on a Form 8-K filed with the Securities and Exchange Commission, which will be available in the investor relations area of our website at www.att.com.


Table of Contents

    Table of Contents

 

  LOGO     

 

 

GENERAL

   1 

VOTING ITEMS

   3 

Management Proposal – Item No. 1 - Election of Directors

  

 

3

 

Management Proposal – Item No. 2 - Ratification of the Appointment of Ernst & Young LLP as Independent Auditors

  

 

11

 

Management Proposal – Item No. 3 - Advisory Approval of Executive Compensation

  

 

12

 

Stockholder Proposal – Item No. 4

  

 

13

 

CORPORATE GOVERNANCE

   15 

The Role of the Board

  

 

15

 

Board’s Role in Risk Oversight

  

 

15

 

Ethics and Compliance Program

  

 

16

 

Board Leadership Structure

  

 

16

 

Duties and Responsibilities

  

 

16

 

Director Nomination Process

  

 

16

 

Director Independence

  

 

17

 

Board Committees

  

 

18

 

Stockholder Engagement

  

 

20

 

Public Policy Engagement

  

 

20

 

Communicating with Your Board

  

 

20

 

Annual Multi-Step Board Evaluations

  

 

21

 

Related Person Transactions

  

 

22

 

Director Compensation

  

 

23

 

Director Plans

  

 

23

 

2020 Director Compensation Table

  

 

24

 

COMMON STOCK OWNERSHIP

   25 

CORPORATE RESPONSIBILITY

   27 

AUDIT COMMITTEE

   31 

COMPENSATION DISCUSSION AND ANALYSIS

   34 

Executive Summary

  

 

35

 

Role of the Human Resources Committee

  

 

38

 

How NEOs Were Paid for Performance in 2020

  

 

43

 

Named Executive Officer Compensation

  

 

47

 

2020 Long Term Grants

  

 

54

 

EXECUTIVE COMPENSATION TABLES

   60 

OTHER INFORMATION

   74 

Availability of Corporate Governance Documents

  

 

74

 

Stockholder Proposals and Director Nominees

  

 

74

 

Householding Information

  

 

74

 

Delinquent Section 16(a) Reports

  

 

74

 

Cost of Proxy Solicitation

  

 

75

 

CEO Pay Ratio

  

 

76

 

Annex A

  

 

A-1

 

 

 

 

 


 

 


Table of Contents

 

Proxy Statement Summary

 

This summary highlights information contained elsewhere in this Proxy Statement. Please read the entire Proxy Statement carefully before voting.

 LOGO

 

 

2021 ANNUAL MEETING INFORMATION

LOGO

Time

9:00 a.m. Central time

 

LOGO

Date

Friday

April 30, 2021

 

LOGO

Place

www.virtualshareholdermeeting.com/T2021

ATTENDING THE MEETING

You may access the meeting by going to www.virtualshareholdermeeting.com/T2021 and following the prompts, which will ask you for your 16-digit control number, shown in a box on your

Proxy Card or your Notice of Internet Availability. If you do not have a control number, contact your broker for access or follow the instructions sent with your proxy materials.

 

 

AGENDA AND VOTING RECOMMENDATIONS

 

Management Proposals:  Board Recommendation        Page     

1 - Election of Directors

  FOR each nominee    

 

3     

 

2 - Ratification of Ernst & Young LLP as auditors for 2021

  FOR    

 

11     

 

3 - Advisory Approval of Executive Compensation

  FOR    

 

12     

 

Stockholder Proposal:    

 

      

 

 

4 - Shareholder Right to Act by Written Consent

  AGAINST    

 

13     

 

 

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to strong corporate governance policies that promote the long-term interests of stockholders, strengthen Board and management accountability, and build on our environmental, social and governance leadership. The Corporate Governance section beginning on page 15 describes our governance framework, which includes the following highlights:

 

LOGO

Independent Chairman

 

LOGO

11 Independent Director nominees

 

LOGO

Demonstrated Board refreshment and diversity

 

LOGO

Independent Audit, Human Resources, and Corporate Governance and Nominating Committees

 

LOGO

Regular sessions of non-management Directors

 

LOGO

Annual election of Directors by majority vote

 

LOGO

Long-standing commitment to sustainability

 

LOGO

Stockholder right to call special meetings

 

LOGO

Clawback policy

 

LOGO

Proxy Access

 

 

2021 PROXY

 

SUM1

 

AT&T INC.


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2021 PROXY STATEMENT SUMMARY

 

 

DIRECTOR TENURE AND DIVERSITY

 

We are committed to strong corporate governance that directly aligns with our long-term strategy. Since 2012, the Board has undergone a meaningful, deliberate shift, adding ten new directors with significant experience in key areas that align to the evolution of the strategy. The ongoing refreshment of the Board promotes the long-term interests of stockholders, strengthens Board and management accountability, and builds on our environmental, social and governance leadership.

DIRECTOR NOMINEES

 

TENURE

 

LOGO

  

GENDER

 

LOGO

  

RACE / ETHNICITY

 

LOGO

DIRECTORS AND NOMINEES*

 

  Name Age Gender 

Race/

Ethnicity

 Director Since   Principal Occupation

SAMUEL A. DI PIAZZA, JR.

 

70

 

M

 

W

 

2015

 

Retired Global CEO, PricewaterhouseCoopers International Limited

RICHARD W. FISHER*

 

71

 

M

 

W

 

2015

 

Former President and CEO, Federal Reserve Bank of Dallas

SCOTT T. FORD

 

58

 

M

 

W

 

2012

 

Member and CEO, Westrock Group, LLC

GLENN H. HUTCHINS

 

65

 

M

 

W

 

2014

 

Chairman, North Island and Co-Founder, Silver Lake

WILLIAM E. KENNARD

 

64

 

M

 

B

 

2014

 

Former United States Ambassador to the European Union and former Chairman of the Federal Communications Commission

DEBRA L. LEE

 

66

 

F

 

B

 

2019

 

Chair, Leading Women Defined Foundation

STEPHEN J. LUCZO

 

64

 

M

 

W

 

2019

 

Managing Partner, Crosspoint Capital Partners, L.P.

MICHAEL B. MCCALLISTER

 

68

 

M

 

W

 

2013

 

Retired Chairman of the Board and CEO, Humana Inc.

BETH E. MOONEY

 

66

 

F

 

W

 

2013

 

Retired Chairman and CEO, KeyCorp

MATTHEW K. ROSE

 

61

 

M

 

W

 

2010

 

Retired Chairman and CEO, Burlington Northern Santa Fe, LLC

JOHN T. STANKEY

 

58

 

M

 

W

 

2020

 

CEO and President, AT&T Inc.

CYNTHIA B. TAYLOR

 

59

 

F

 

W

 

2013

 

President and CEO, Oil States

International, Inc.

GEOFFREY Y. YANG

 

62

 

M

 

A

 

2016

 

Founding Partner and Managing Director, Redpoint Ventures

*All Directors are nominated for re-election, except Mr. Fisher, who is retiring at the 2021 Annual Meeting. All Director nominees are independent, except for Mr. Stankey.

Key: F – Female; M – Male; A – Asian; B – Black or African American; W – White

 

AT&T INC.

 

SUM2

 

2021 PROXY


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2021 PROXY STATEMENT SUMMARY

 

LOGO

 

We are committed to strong corporate governance policies that promote the long-term interests of stockholders, strengthen Board and management accountability, and build on our environmental, social and governance leadership. The Corporate Governance section beginning on page 15 describes our governance framework, which includes the following highlights:

CORPORATE RESPONSIBILITY

AT&T is committed to management of environmental, social and governance (ESG) topics throughout our company. The Public Policy and Corporate Reputation Committee assists the Board in its oversight of ESG-related policies and issues affecting AT&T, its stockholders, employees, customers, and the communities in which it operates. The Corporate Responsibility section, beginning on page 27, outlines our approach to these topics. The following are select ESG highlights:

 

 

LOGO

 

i

Inclusive of AT&T Inc. and AT&T Communications.

 

2021 PROXY

 

SUM3

 

AT&T INC.


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      Proxy Statement

 

  LOGO     

 

 

GENERAL

 

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of AT&T Inc. (AT&T, the Company, or we) for use at the 2021 Annual Meeting of Stockholders of AT&T. The meeting will be conducted virtually over the Internet at 9:00 a.m. Central time on Friday, April 30, 2021.

The purpose of the meeting is set forth in the Notice of Annual Meeting of Stockholders. This Proxy Statement and form of proxy are being sent or made available beginning March 11, 2021, to stockholders who were record holders of AT&T’s common stock, $1.00 par value per share, at the close of business on March 2, 2021. These materials are also available at www.proxyvote.com. Each share entitles the registered holder to one vote. As of March 2, 2021, there were 7,138,458,166 shares of AT&T common stock entitled to vote at the meeting.

To constitute a quorum to conduct business at the meeting, stockholders representing at least 40% of the shares of common stock entitled to vote at the meeting must be present or represented by proxy.

Each share of AT&T common stock represented at the Annual Meeting is entitled to one vote on each matter properly brought before the meeting. All matters, except as provided below, are determined by a majority of the votes cast, unless a greater number is required by law or our Certificate of Incorporation for the action proposed. A majority of votes cast means the number of votes cast “for” a matter exceeds the number of votes cast “against” such matter.

If the proxy is submitted and no voting instructions are provided, the person or persons designated on the card will vote the shares for the election of the Board of Directors’ nominees and in accordance with the recommendations of the Board of Directors on the other subjects listed on the proxy card and at their discretion on any other matter that may properly come before the meeting.

The Board of Directors is not aware of any matters that will be presented at the meeting for action on the part of stockholders other than those described in this Proxy Statement.

Election of Directors

In the election of Directors, each Director is elected by the vote of the majority of the votes cast with respect to that Director’s election. Under our Bylaws, if a

nominee for Director is not elected and the nominee is an existing Director standing for re-election (or incumbent Director), the Director must promptly tender his or her resignation to the Board, subject to the Board’s acceptance. The Corporate Governance and Nominating Committee will make a recommendation to the Board as to whether to accept or reject the tendered resignation or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC, or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results. The Corporate Governance and Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. Any Director who tenders his or her resignation as described above will not participate in the recommendation of the Corporate Governance and Nominating Committee or the decision of the Board of Directors with respect to his or her resignation.

If the number of persons nominated for election as Directors as of ten days before the record date for determining stockholders entitled to notice of or to vote at such meeting shall exceed the number of Directors to be elected, then the Directors shall be elected by a plurality of the votes cast. Because no persons other than the incumbent Directors have been nominated for election at the 2021 Annual Meeting, the majority vote provisions will apply.

Advisory Vote on Executive Compensation

The advisory vote on executive compensation is non-binding, and the preference of the stockholders will be determined by the choice receiving the greatest number of votes.

All Other Matters to be Voted Upon

All other matters at the 2021 Annual Meeting will be determined by a majority of the votes cast.

Abstentions

Except as noted above, shares represented by proxies marked “abstain” with respect to the proposals described on the proxy card and by proxies marked to deny discretionary authority on other matters will not

 

 

2021 PROXY

 

1

 

AT&T INC.


Table of Contents

GENERAL

 

 

be counted in determining the vote obtained on such matters.

Broker Non-Votes

Under the rules of the New York Stock Exchange (“NYSE”), on certain routine matters, brokers may, at their discretion, vote shares they hold in “street name” on behalf of beneficial owners who have not returned voting instructions to the brokers. On all other matters, brokers are prohibited from voting uninstructed shares. In instances where brokers are

prohibited from exercising discretionary authority (so-called broker non-votes), the shares they hold are not included in the vote totals.

At the 2021 Annual Meeting, brokers will be prohibited from exercising discretionary authority with respect to each of the matters submitted other than the ratification of the auditors. As a result, for each of the matters upon which the brokers are prohibited from voting, the broker non-votes will have no effect on the results.

 

 

VOTING

 

Stockholders of Record

Stockholders whose shares are registered in their name on the Company records (also known as “stockholders of record”) will receive either a proxy card by which they may indicate their voting instructions or a notice on how they may obtain a proxy. Instead of submitting a signed proxy card, stockholders may submit their proxies by telephone or through the Internet. Telephone and Internet proxies must be used in conjunction with, and will be subject to, the information and terms contained on the form of proxy. Similar procedures may also be available to stockholders who hold their shares through a broker, nominee, fiduciary or other custodian.

All shares represented by proxies will be voted by one or more of the persons designated on the form of proxy in accordance with the stockholders’ directions. If the proxy card is signed and returned or the proxy is submitted by telephone or through the Internet without specific directions with respect to the matters to be acted upon, it will be treated as an instruction to vote such shares in accordance with the recommendations of the Board of Directors. Any stockholder giving a proxy may revoke it at any time before the proxy is voted at the meeting by giving written notice of revocation to the Secretary of AT&T, by submitting a later-dated proxy, or by virtually attending the meeting and voting electronically. The Chairman of the Board will announce the closing of the polls during the Annual Meeting. Proxies must be received before the closing of the polls in order to be counted.

Shares Held Through a Broker, Nominee, Fiduciary, or Other Custodian

Where the stockholder is not the record holder (“Beneficial Stockholder”), such as where the shares are held through a broker, nominee, fiduciary or other

custodian, the stockholder must provide voting instructions to the record holder of the shares in accordance with the record holder’s requirements in order to ensure the shares are properly voted. Beneficial Stockholders that attend the virtual meeting will be able to vote, change a prior vote, or ask questions.

Shares Held on Your Behalf under Company Benefit Plans or under The DirectSERVICE Investment Program

The proxy card, or a proxy submitted by telephone or through the Internet, will also serve as voting instructions to the plan administrator or trustee for any shares held on behalf of a participant under any of the following employee benefit plans: the AT&T Retirement Savings Plan; the AT&T Savings and Security Plan; the AT&T Puerto Rico Retirement Savings Plan; and the BellSouth Savings and Security Plan. Subject to the trustee’s fiduciary obligations, shares in each of the above employee benefit plans for which instructions are not received will not be voted. To allow sufficient time for voting by the trustees and/or administrators of the plans, your voting instructions must be received by April 27, 2021.

In addition, the proxy card or a proxy submitted by telephone or through the Internet will constitute voting instructions to the plan administrator under The DirectSERVICE Investment Program sponsored and administered by Computershare Trust Company, N.A. (AT&T’s transfer agent) for shares held on behalf of plan participants.

If a stockholder participates in the plans listed above and/or maintains stockholder accounts under more than one name (including minor differences in registration, such as with or without a middle initial), the stockholder may receive more than one set of proxy materials. To ensure that all shares are voted, please submit proxies for all of the shares you own.

 

 

AT&T INC.

 

2

 

2021 PROXY


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VOTING ITEMS - MANAGEMENT PROPOSALS

 

LOGO

 

ITEM NO. 1 - ELECTION OF DIRECTORS

 

Under our Bylaws, the Board of Directors has the authority to determine the size of the Board and to fill vacancies. Currently, the Board is comprised of 13 Directors, one of whom is an Executive Officer of AT&T. Under AT&T’s Corporate Governance Guidelines, a Director will not be nominated by the Board for re-election if the Director would be 72 or older at the time of the election.

Richard W. Fisher will retire at the 2021 Annual Meeting and will not stand for re-election. Accordingly, the Board has voted to reduce its size to 12 Directors effective immediately before the meeting.

The Board of Directors has nominated the 12 persons listed below for election as Directors to one-year terms of office that would expire at the 2022 Annual Meeting. Each of the nominees is an incumbent Director of AT&T recommended for re-election by the Corporate Governance and Nominating Committee. In making these nominations, the Board reviewed the background of the nominees (each nominee’s biography can be found beginning on the next page) and determined to nominate each of the current

Directors for re-election, other than the retiring Director.

The Board believes that each nominee has valuable individual skills, attributes, and experiences that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of a large and varied enterprise like AT&T. As indicated in the following biographies and under “Summary of Board Nominee Skills, Attributes and Experience” on page 4, the nominees have exhibited significant leadership skills and extensive experience in a variety of fields, each of which the Board believes provides valuable knowledge about important elements of AT&T’s business.

If one or more of the nominees should at the time of the meeting be unavailable or unable to serve as a Director, the shares represented by the proxies will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board. The Board knows of no reason why any of the nominees would be unavailable or unable to serve.

 

 

LOGO

The Board recommends you vote “FOR” each of the following candidates

 

 

Name

 Age Director Since Principal Occupation

SAMUEL A. DI PIAZZA, JR.

 

70

 

2015

 

Retired Global CEO, PricewaterhouseCoopers International Limited

SCOTT T. FORD

 

58

 

2012

 

Member and CEO, Westrock Group, LLC

GLENN H. HUTCHINS

 

65

 

2014

 

Chairman, North Island and Co-Founder, Silver Lake

WILLIAM E. KENNARD

 

64

 

2014

 

Former United States Ambassador to the European Union and former Chairman of the Federal Communications Commission

DEBRA L. LEE

 

66

 

2019

 

Chair, Leading Women Defined Foundation

STEPHEN J. LUCZO

 

64

 

2019

 

Managing Partner, Crosspoint Capital Partners, L.P.

MICHAEL B. MCCALLISTER

 

68

 

2013

 

Retired Chairman of the Board and CEO, Humana Inc.

BETH E. MOONEY

 

66

 

2013

 

Retired Chairman and CEO, KeyCorp

MATTHEW K. ROSE

 

61

 

2010

 

Retired Chairman and CEO, Burlington Northern

Santa Fe, LLC

JOHN T. STANKEY

 

58

 

2020

 

CEO and President, AT&T Inc.

CYNTHIA B. TAYLOR

 

59

 

2013

 

President and CEO, Oil States International, Inc.

GEOFFREY Y. YANG

 

62

 

2016

 

Founding Partner and Managing Director,

Redpoint Ventures

All Director nominees are independent, except for Mr. Stankey.

 

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SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

The table below summarizes the key skills, attributes and experiences of each of our director nominees that are most relevant to their board service. The fact that a specific area of focus or experience is not designated does not mean the director nominee does not possess that attribute or expertise. Rather, the attributes or experiences noted below are those reviewed by the Corporate Governance and Nominating Committee and the Board in making nomination decisions and as part of the Board succession planning process.

 

LOGO

 

Senior Leadership Global Perspective Government/Regulatory Strategic Planning/M&A Consumer Focus Human Capital Management Investment/Finance Media & Entertainment Technology/Innovation Telecom Name Age Director Since SAMUEL A. DI PIAZZA, JR. 70 2015 SCOTT T. FORD 58 2012 GLENN H. HUTCHINS 65 2014 WILLIAM E. KENNARD 64 2014 DEBRA L. LEE 66 2019 STEPHEN J. LUCZO 64 2019 MICHAEL B. MCCALLISTER 68 2013 BETH E. MOONEY 66 2013 MATTHEW K. ROSE 61 2010 JOHN T. STANKEY 58 2020 CYNTHIA B. TAYLOR 59 2013 GEOFFREY Y. YANG 62 2016     

 

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LOGO

  


WILLIAM E. KENNARD

 

Age: 64

Director since 2014

Independent Chairman of the Board

Former United States Ambassador to the European Union and former Chairman of the Federal Communications Commission

 

 

    

 

 

   
 

Mr. Kennard is Chairman of the Board of Directors of AT&T Inc. and has served in this capacity since January 2021. Mr. Kennard served as the United States Ambassador to the European Union from 2009 to 2013. From 2001 to 2009, Mr. Kennard was Managing Director of The Carlyle Group (a global asset management firm) where he led investments in the telecommunications and media sectors. Mr. Kennard served as Chairman of the U.S. Federal Communications Commission from 1997 to 2001. Before his appointment as FCC Chairman, he served as the FCC’s General Counsel from 1993 until 1997. Mr. Kennard joined the FCC from the law firm of Verner, Liipfert, Bernhard, McPherson and Hand (now DLA Piper) where he was a partner and member of the firm’s board of directors. Mr. Kennard is a co-founder of Astra Capital Management (a private equity firm) and has served on the board of trustees of Yale University since 2014. Mr. Kennard received his B.A. in communications from Stanford University and earned his law degree from Yale Law School.

 

Skills and Qualifications

Mr. Kennard brings expertise in the global telecommunications and media industries including knowledge of the complex regulatory and policy landscape for communications, consumer perspective, and an understanding of the technological and strategic shifts in the industries. He also has experience in international trade and global investment.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Investment/
Finance

 

  

LOGO

 

Global
Perspective

 

 
 

LOGO

 

Government/
Regulatory

 

  

LOGO

 

Telecom

 

  

LOGO

 

Media &
Entertainment

 

 
 

Other Public Company Directorships

•  Ford Motor Company

•  MetLife, Inc.

•  Duke Energy Corporation (2014-2021)1

 

 

Committees

•  Corporate Governance and Nominating

•  Executive (Chair)

•  Public Policy and Corporate Reputation

 

1  Not standing for re-election at Duke 2021 annual meeting.

 

 

 

 

LOGO  


SAMUEL A.

DI PIAZZA, JR.

 

Age: 70

Director since 2015

Retired Global Chief Executive Officer of PricewaterhouseCoopers International Limited

 

  

    

 

 

   
 

Mr. Di Piazza served as Global Chief Executive Officer of PricewaterhouseCoopers International Limited (an international professional services firm) from 2002 until his retirement in 2009. Mr. Di Piazza began his 36-year career with PricewaterhouseCoopers (PwC, formerly Coopers & Lybrand) in 1973 and was named Partner in 1979 and Senior Partner in 2000. From 1979 to 2002, Mr. Di Piazza held various regional leadership positions with PwC. After his retirement from PwC, Mr. Di Piazza joined Citigroup where he served as Vice Chairman of the Global Corporate and Investment Bank from 2011 until 2014. Since 2010, Mr. Di Piazza has served as the Chairman of the Board of Trustees of The Mayo Clinic. He received his B.S. in accounting from the University of Alabama and earned his M.S. in tax accounting from the University of Houston. He served as a Director of DIRECTV from 2010 until the company was acquired by AT&T Inc. in 2015.

 

Skills and Qualifications

Mr. Di Piazza brings significant executive and business leadership through his management of a multi-cultural, complex professional services organization serving clients around the world. He has significant global accounting, cyber and financial experience, and extensive knowledge of the entertainment business, including from his prior service as a Director of DIRECTV, a digital entertainment services company. He also has experience with sustainability and social responsibility as a former director on the UN Global Compact Board and former Chairman of the World Business Council for Sustainable Development.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Investment/
Finance

 

  

LOGO

 

Human Capital
Management

 

 
 

LOGO

 

Government/
Regulatory

 

  

LOGO

 

Media &
Entertainment

 

    
 

LOGO

 

Global Perspective

 

  

LOGO

 

Strategic Planning/M&A

 

    
 

Other Public Company Directorships

•  Jones Lang LaSalle Incorporated

•  ProAssurance Corporation

•  Regions Financial Corporation

 

Committees

•  Audit (Chair)

•  Executive

•  Public Policy and Corporate Reputation

 

 
 

 

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SCOTT T.
FORD

 

Age: 58

Director since 2012

Member and Chief Executive Officer of Westrock Group, LLC

 

  

    

 

 

   
 

Mr. Ford founded Westrock Group, LLC (a private investment firm in Little Rock, Arkansas) in 2013, where he has served as Member and Chief Executive Officer since its inception. Westrock Group operates Westrock Coffee Company, LLC (a fully integrated coffee company), which Mr. Ford founded in 2009, and where he has served as Chief Executive Officer since 2009. Westrock Group also operates Westrock Asset Management, LLC (a global alternative investment firm), which Mr. Ford founded in 2014, and where he has served as Chief Executive Officer and Chief Investment Officer since 2014. Mr. Ford previously served as President and Chief Executive Officer of Alltel Corporation (a provider of wireless voice and data communications services) from 2002 to 2009 and served as an executive member of Alltel Corporation’s board of directors from 1996 to 2009. He also served as Alltel Corporation’s President and Chief Operating Officer from 1998 to 2002. Mr. Ford led Alltel through several major business transformations, culminating with the sale of the company to Verizon Wireless in 2009. Mr. Ford received his B.S. in finance from the University of Arkansas, Fayetteville.

 

Skills and Qualifications

Mr. Ford brings extensive experience in the telecommunications industry through his leadership of a large, publicly traded wireless and wireline communications company. He has experience managing complex business operations in various regulatory environments internationally, and has led several major business transformations, including the spin-off of Windstream and Alltel.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Investment/
Finance

 

  

LOGO

 

Strategic Planning/M&A

 

 
 

LOGO

 

Consumer
Focus

 

  

LOGO

 

Global
Perspective

 

  

LOGO

 

Telecom

 

 
 

LOGO

 

Government/
Regulatory

 

  

LOGO

 

Human Capital Management

 

    

 

 

Past Public Company Directorships

•  Bear State Financial, Inc. (2011-2018)

 

Committees

•  Corporate Development and Finance (Chair)

•  Executive

•  Human Resources

 

 

 

 

 

LOGO  


GLENN H.
HUTCHINS

 

Age: 65

Director since 2014

Chairman, North Island and Co-Founder,

Silver Lake

 

  

    

 

 

   
 

Mr. Hutchins is Chairman of North Island (a family investment office, aka Tide Mill, LLC, based in New York, New York) and has served in this capacity since 2013. He has been co-owner of Ordinal Ventures, LLC and of Ordinal Holdings ManageCo, LP (investment advisory firms in New York, NY) since 2017. He is a co-founder of Silver Lake (a technology investment firm based in New York, New York and Menlo Park, California), which was founded in 1999, and where Mr. Hutchins served as co-CEO until 2011 and as Managing Director from 1999 until 2011. Prior to that, Mr. Hutchins was Senior Managing Director at The Blackstone Group (a global investment firm) from 1994 to 1999. Mr. Hutchins served as Chairman of the Board of SunGard Data Systems Inc. (a software and technology services company) from 2005 until 2015. Previously, Mr. Hutchins served as a Special Advisor in the White House on economic and health-care policy from 1993 to 1994 and as Senior Advisor on the transition of the Administration from 1992 to 1993. He is co-Chairman of the Brookings Institution. Mr. Hutchins served as a Director of the Federal Reserve Bank of New York from 2011 until December 2020. He holds an A.B. from Harvard College, an M.B.A. from Harvard Business School, and a J.D. from Harvard Law School.

 

Skills and Qualifications

Mr. Hutchins brings extensive experience in areas that intersect technology, innovation and investment, along with financial, public policy and strategic planning experience. As the co-founder and co-CEO of a global investment firm, he brings significant leadership, business planning and human capital management expertise.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Investment/
Finance

 

  

LOGO

 

Strategic
Planning/M&A

 

 
 

LOGO

 

Government/
Regulatory

 

  

LOGO

 

Human Capital
Management

 

  

LOGO

 

 

Technology/ Innovation

 

 

 

 

Other Public Company Directorships

•  Virtu Financial, Inc.

 

Past Public Company Directorships

•  Nasdaq, Inc. (2005-2017)

 

Committees

•  Corporate Development and Finance

•  Executive

•  Public Policy and Corporate Reputation (Chair)

 

 
 

 

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LOGO

  


DEBRA L.
LEE

 

Age: 66

Director since 2019

Chair of Leading Women Defined
Foundation

 

  

    

 

 

   
 

Ms. Lee is Chair of Leading Women Defined Foundation (a nonprofit education and advocacy organization in Los Angeles, California), which she founded in 2009. She has served in this capacity since June 2018. Ms. Lee served as Chairman and Chief Executive Officer of BET Networks (a global media and entertainment subsidiary of Viacom, Inc., headquartered in New York, New York) from 2006 until her retirement in 2018. Ms. Lee joined BET Networks in 1986 and served in several leadership roles, including President and Chief Executive Officer (2005-2006), President and Chief Operating Officer (1995-2005), and Executive Vice President and General Counsel (1986-1995). Ms. Lee holds a B.A. in political science from Brown University, a master’s in public policy from Harvard University John F. Kennedy School of Government, and a J.D. from Harvard Law School.

 

Skills and Qualifications

Ms. Lee has extensive leadership in the media and entertainment industry. She brings strong operational and transformational experience through the development and execution of innovative strategic plans.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Human Capital
Management

 

  

LOGO

 

Strategic
Planning/M&A

 

 
 

LOGO

 

Consumer
Focus

 

  

LOGO

 

Media &
Entertainment

 

    

 

 

Other Public Company Directorships

•  Burberry Group plc

•  Marriott International, Inc.

•  The Procter & Gamble Company

 

Past Public Company Directorships

•  Twitter, Inc. (2016-2019)

•  WGL Holdings, Inc. (2000-2018)

 

Committees

•  Corporate Governance and Nominating

•  Public Policy and Corporate Reputation

 

 

 

 

LOGO

  


STEPHEN J.
LUCZO

 

Age: 64

Director since 2019

Managing Partner of Crosspoint Capital Partners, L.P.

 

  

    

 

 

   
 

Mr. Luczo is a Managing Partner of Crosspoint Capital Partners, L.P. (a private equity investment firm focused on the cybersecurity and privacy sectors located in Menlo Park, California) and has served in this capacity since February 2020. He is a member of the Board of Directors of Seagate Technology plc (a global provider of data storage technology and solutions in Fremont, California). Mr. Luczo previously served as Chairman of the Board of Seagate from 1998 until July 2020, and as Chief Executive Officer from 1998 to 2004 and from 2009 to 2017. He joined Seagate in 1993 as Senior Vice President of Corporate Development. Prior to joining Seagate, Mr. Luczo held various roles in investment banking. He holds an A.B. in economics from Stanford University and earned an M.B.A. from Stanford Graduate School of Business.

 

Skills and Qualifications

Mr. Luczo brings deep experience in technology, business development, strategic planning, and operations through his leadership at Seagate, a global technology company. He has significant experience in financial matters and executing strategic cost initiatives and transactions.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Investment/
Finance

 

  

LOGO

 

Strategic
Planning/M&A

 

 
 

LOGO

 

Human Capital
Management

 

  

LOGO

 

Global
Perspective

 

  

LOGO

 

Technology/
Innovation

 

 

 

 

Other Public Company Directorships

•  Morgan Stanley

•  Seagate Technology plc

 

Committees

•  Audit

•  Corporate Development and Finance

 

 
 

 

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LOGO  


MICHAEL B.
McCALLISTER

 

Age: 68

Director since 2013

Retired Chairman of the Board and Chief Executive Officer of Humana Inc.

 

  

    

 

 

   
 

Mr. McCallister served as Chairman of Humana Inc. (a health care company in Louisville, Kentucky) from 2010 to 2013, and as a member of Humana’s Board of Directors beginning in 2000. He also served as Humana’s Chief Executive Officer from 2000 until his retirement in 2012. During Mr. McCallister’s tenure, he led Humana through significant expansion and growth, nearly quadrupling its annual revenues between 2000 and 2012, and led the company to become a FORTUNE 100 company. Mr. McCallister received his B.S. in accounting from Louisiana Tech University and earned his M.B.A. from Pepperdine University.

 

Skills and Qualifications

Mr. McCallister has extensive leadership experience in the oversight of a large, publicly traded company with a focus on strategic planning and organic growth in the evolving health care sector. He also has deep experience in the development of customer-focused solutions.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Government/
Regulatory

 

  

LOGO

 

Strategic
Planning/M&A

 

 
 

LOGO

 

Consumer
Focus

 

  

LOGO

 

Human Capital
Management

 

    

 

 

Other Public Company Directorships

•  Fifth Third Bancorp

•  Zoetis Inc.

 

Committees

•  Audit

•  Human Resources

 

 

 

 

 

 

LOGO  


BETH E.
MOONEY

 

Age: 66

Director since 2013

Retired Chairman and Chief Executive Officer of KeyCorp

 

 

  

    

 

 

   
 

Ms. Mooney served as Chairman and Chief Executive Officer and as a Director of KeyCorp (a bank holding company in Cleveland, Ohio) from 2011 until her retirement in May 2020. She previously served as KeyCorp’s President and Chief Operating Officer from 2010 to 2011. Ms. Mooney joined KeyCorp in 2006 as a Vice Chair and head of Key Community Bank. Prior to joining KeyCorp, beginning in 2000 she served as Senior Executive Vice President at AmSouth Bancorporation (now Regions Financial Corporation), where she also became Chief Financial Officer in 2004. Ms. Mooney served as a Director of the Federal Reserve Bank of Cleveland in 2016 and served three one-year terms representing the Fourth Federal Reserve District on the Federal Advisory Council from 2017 to 2019. She received her B.A. in history from the University of Texas at Austin and earned her M.B.A. from Southern Methodist University.

 

Skills and Qualifications

Ms. Mooney brings executive leadership skills through the management of a large, publicly traded and highly-regulated company, knowledge of business strategy, and more than 30 years of experience in the customer-focused financial services industry.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Investment/
Finance

 

  

LOGO

 

Strategic
Planning/M&A

 

 
 

LOGO

 

Consumer
Focus

 

  

LOGO

 

Government/
Regulatory

 

  

LOGO

 

Human Capital
Management

 

 

 

 

Other Public Company Directorships

•  Accenture plc

•  Ford Motor Company

 

Past Public Company Directorships

•  KeyCorp (2011-2020)

 

Committees

•  Corporate Development and Finance

•  Executive

•  Human Resources (Chair)

 

 

 
 

 

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LOGO

  


MATTHEW K.
ROSE

 

Age: 61

Director since 2010

Retired Chairman and Chief Executive Officer of Burlington Northern Santa Fe, LLC

 

  

    

 

 

   
 

Mr. Rose served as Chairman of the Board and Chief Executive Officer of Burlington Northern Santa Fe, LLC (a freight rail system based in Fort Worth, Texas and a subsidiary of Berkshire Hathaway Inc., formerly known as Burlington Northern Santa Fe Corporation) from 2002 until his retirement in April 2019, having also served as BNSF’s President until 2010. Mr. Rose began his 26-year career with BNSF (then Burlington Northern Railroad Company) in 1993. During his tenure as CEO, Mr. Rose helped guide the acquisition of BNSF by Berkshire Hathaway in 2009. Before serving as Chairman, Mr. Rose held several leadership positions there and at its predecessors, including President and Chief Executive Officer from 2000 to 2002, President and Chief Operating Officer from 1999 to 2000, and Senior Vice President and Chief Operations Officer from 1997 to 1999. Mr. Rose also served as Executive Chairman of BNSF Railway Company (a subsidiary of Burlington Northern Santa Fe, LLC), until his retirement in 2019, having served as Chairman and Chief Executive Officer from 2002 to 2013. He earned his B.S. in marketing from the University of Missouri.

 

Skills and Qualifications

Mr. Rose has extensive experience in the executive oversight of a large, complex and highly-regulated organization with considerable knowledge of operations management and logistics. He brings experience overseeing long-term strategic planning and a unionized workforce.

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Human Capital
Management

 

  

LOGO

 

Strategic
Planning/M&A

 

 
 

LOGO

 

Government/
Regulatory

 

  

LOGO

 

 

Global
Perspective

 

    

 

 

Other Public Company Directorships

•  Fluor Corporation

 

Past Public Company Directorships

•  BNSF Railway Company (2002-2019)

•  Burlington Northern Santa Fe, LLC (2000-2019)

 

Committees

•  Corporate Governance and Nominating (Chair)

•  Executive

•  Human Resources

 

 

 

LOGO

  


JOHN T.
STANKEY

 

Age: 58

Director since

June 2020

Chief Executive Officer and President,
AT&T Inc.

 

 

  

    

 

 

   
 

Mr. Stankey is Chief Executive Officer and President of AT&T Inc. and has served in this capacity since July 1, 2020. Prior to that, he served as President and Chief Operating Officer from October 2019 through June 2020. From June 2018 through April 2020, Mr. Stankey also served as CEO of Warner Media, LLC. During his tenure with the Company, Mr. Stankey has held a variety of other leadership positions, including serving as CEO-AT&T Entertainment Group (2015 to 2017); Chief Strategy Officer (2012 to 2015); President and CEO of AT&T Business Solutions (2010 to 2011); President and CEO of AT&T Operations, Inc. (2008 to 2010); Group President-Telecom Operations (2007 to 2008); Chief Technology Officer (2004 to 2006); and Chief Information Officer (2003 to 2004). Mr. Stankey began his career with the Company in 1985. He holds a bachelor’s degree in finance from Loyola Marymount University and an M.B.A. from the University of California, Los Angeles.

 

 

Skills and Qualifications

Mr. Stankey has 35 years of experience spanning nearly every area of AT&T’s business, which has provided him with intimate knowledge of our Company, values and culture. He has served in a variety of roles including CEO of WarnerMedia; CEO of AT&T Entertainment Group; Chief Strategy Officer; Chief Technology Officer; CEO of AT&T Operations; and CEO of AT&T Business Solutions.

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Consumer
Focus

 

  

LOGO

 

Strategic Planning/M&A

 

 
 

LOGO

 

Global
Perspective

 

  

LOGO

 

Investment/
Finance

 

  

 

LOGO

 

 

Telecom

 
 

LOGO

 

Government/

Regulatory

 

  

LOGO

 

Media &
Entertainment

 

  

 

LOGO

 

 

Human Capital
Management

 
 

LOGO

 

Technology/ Innovation

 

       

 

 

Past Public Company Directorships

•  United Parcel Service, Inc. (2014-2020)

 

 

 
 

 

 

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LOGO

  


CYNTHIA B.
TAYLOR

 

Age: 59

Director since 2013

President and Chief Executive Officer

of Oil States International, Inc.

 

  

    

 

 

   
 

Ms. Taylor is President, Chief Executive Officer and a Director of Oil States International, Inc. (a diversified solutions provider for the oil and gas industry in Houston, Texas) and has served in this capacity since 2007. She previously served as Oil States International, Inc.’s President and Chief Operating Officer from 2006 to 2007 and as its Senior Vice President-Chief Financial Officer from 2000 to 2006. Ms. Taylor was Chief Financial Officer of L.E. Simmons & Associates, Inc. from 1999 to 2000 and Vice President-Controller of Cliffs Drilling Company from 1992 to 1999, and prior to that, held various management positions with Ernst & Young LLP, a public accounting firm. She has been a Director of the Federal Reserve Bank of Dallas since January 2020 and previously served as a Director of the Federal Reserve Bank’s Houston Branch from 2018 to 2019. She received her B.B.A. in accounting from Texas A&M University and is a Certified Public Accountant.

 

Skills and Qualifications

Ms. Taylor brings executive leadership skills in the oversight of a large, publicly traded company, vast experience in finance and public accounting, and her experience in international business and affairs.

 

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Investment/
Finance

 

  

LOGO

 

Strategic
Planning/M&A

 

 
 

LOGO

 

Global
Perspective

 

  

LOGO

 

Human Capital
Management

 

    

 

 

Other Public Company Directorships

•  Oil States International, Inc.

 

Past Public Company Directorships

•  Tidewater Inc. (2008-2017)

 

Committees

•  Audit

•  Corporate Governance and Nominating

 

 

 

 

LOGO

  


GEOFFREY Y.
YANG

 

Age: 62

Director since 2016

Founding Partner and Managing Director of Redpoint Ventures

 

  

    

 

 

   
 

Mr. Yang is a founding partner and Managing Director of Redpoint Ventures (a global private equity and venture capital firm based in Woodside, California) and has served in this capacity since 1999. He also founded Performance Health Sciences (d/b/a Apeiron Life), located in Menlo Park, California, where he has served as Chief Executive Officer and a member of its Board of Directors since April 2018. Prior to founding Redpoint, Mr. Yang was a General Partner with Institutional Venture Partners (a private equity investment firm in Menlo Park, California), which he joined in 1987. Mr. Yang has over 35 years of experience in the venture capital industry and has helped found or served on the boards of a variety of consumer media, internet, and infrastructure companies. He holds a B.S.E. in engineering from Princeton University and an M.B.A. from Stanford University.

 

Skills and Qualifications

Mr. Yang has extensive experience in technology and innovative forms of digital media and advertising. He has helped to found, invest in, and provide strategic guidance to consumer media and entertainment companies internationally.

 

 

 

LOGO

 

Senior
Leadership

 

  

LOGO

 

Investment/
Finance

 

  

LOGO

 

Strategic
Planning/M&A

 

 
 

LOGO

 

Global
Perspective

 

  

LOGO

 

Media &
Entertainment

 

  

LOGO

 

Technology/
Innovation

 

 

 

 

Other Public Company Directorships

•  Franklin Resources, Inc.

 

Committees

•  Corporate Development and Finance

•  Human Resources

 

 

 

 

 
 

 

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LOGO

 

ITEM NO. 2 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

 

This proposal would ratify the Audit Committee’s appointment of Ernst & Young LLP (EY) to serve as independent auditors of AT&T for the fiscal year ending December 31, 2021. The Audit Committee’s decision to re-appoint our independent auditor was based on the following considerations:

 

 

 

quality and performance of the lead audit partner and the overall engagement team,

 

 

 

knowledge of the telecommunications, media and entertainment, and technology industries and company operations,

 

 

 

global capabilities and technical expertise,

 

 

 

auditor independence and objectivity, and

 

 

 

the potential impact of rotating to another independent audit firm.

The Audit Committee’s oversight of EY includes regular private sessions with EY, discussions about audit scope and business imperatives, and—as described above—a comprehensive annual evaluation to determine whether to re-engage EY. Considerations concerning auditor independence include:

 

 

 

Limits on non-audit services: The Audit Committee preapproves audit and permissible non-audit services provided by EY in accordance with AT&T’s pre-approval policy.

 

 

Audit partner rotation: EY rotates the lead audit partner and other partners on the engagement consistent with independence requirements. The Audit Committee oversees the selection of each new lead audit partner.

 

 

 

EY’s internal independence process: EY conducts periodic internal reviews of its audit and other work and assesses the adequacy of partners and other personnel working on the Company’s account.

 

 

 

Strong regulatory framework: EY, as an independent registered public accounting firm, is subject to PCAOB inspections, “Big 4” peer reviews and PCAOB and SEC oversight.

Based on these considerations, the Audit Committee believes that the selection of Ernst & Young LLP is in the best interest of the company and its stockholders. Therefore, the Audit Committee recommends that stockholders ratify the appointment of Ernst & Young LLP. If stockholders do not ratify the appointment, the Committee will reconsider its decision. One or more members of Ernst & Young LLP are expected to be present at the Annual Meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

 

 

LOGO

The Board recommends you vote FOR this proposal

 

 

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VOTING ITEMS - MANAGEMENT PROPOSALS

 

 

ITEM NO. 3 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

 

This proposal would approve the compensation of Executive Officers as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures (see pages 34 through 73). These sections describe our executive compensation program.

The Human Resources Committee is responsible for executive compensation and works to structure a balanced program that addresses the dynamic, global marketplace in which AT&T competes for talent. The compensation structure includes pay-for-performance and equity-based incentive programs and seeks to reward executives for attaining performance goals.

AT&T submits this proposal to stockholders on an annual basis. While this is a non-binding, advisory vote, the Committee intends to take into account the outcome of the vote when considering future executive compensation arrangements. AT&T is providing this vote as required pursuant to Section 14A of the Securities Exchange Act.

GUIDING PAY PRINCIPLES

Alignment with Stockholders

Utilize compensation elements and set performance targets that closely align executives’ interests with those of stockholders. For example, approximately 67% of 2020 target pay for our currently active NEOs was tied to common stock price performance. In addition, we have executive common stock ownership guidelines and common stock holding requirements, as described on page 58. Each NEO is in compliance with ATT’s common stock ownership guidelines.

Competitive and Market Based

Evaluate all components of our compensation and benefits program in light of appropriate peer company practices to ensure we are able to attract and retain world-class talent with the leadership abilities and experience necessary to develop and execute business strategies, obtain superior results, and build long-term stockholder value in an organization as large and complex as AT&T.

Pay for Performance

Tie a significant portion of compensation to the achievement of predetermined goals and recognize individual accomplishments that contribute to our success. For example, in 2020, 89% of Mr. Stankey’s CEO target compensation (and an average of 88% for other currently active NEOs) was variable and tied to short- and long-term performance incentives, including common stock price performance.

Balanced Short- and Long-Term Focus

Structure the compensation program to provide an appropriate balance between the achievement of short-and long-term performance objectives, with a clear emphasis on managing the sustainability of the business and mitigating risk.

Principled Program

Structure our programs so that it aligns with both corporate governance best practices and our strategic objectives, while remaining easy to explain and communicate.

 

 

LOGO

The Board recommends you vote FOR this proposal

 

 

 

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VOTING ITEMS - STOCKHOLDER PROPOSAL

 

LOGO

 

STOCKHOLDER PROPOSAL

A stockholder has advised the Company that such stockholder intends to introduce at the 2021 Annual Meeting the proposal set forth below. The name and address of, and the number of shares owned by, such stockholder will be provided upon request to the Secretary of AT&T at 208 S. Akard Street, Suite 2954, Dallas, Texas 75202.

 

 

 

 

Item No. 4 - Stockholder Proposal - Shareholder Right to Act by Written Consent

 

Proposal 4 – Shareholder Right to Act by Written Consent

 

Shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.

 

Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director.

 

This proposal topic won 88%-support at a previous AT&T annual meeting. And this was before the shareholder right to call a special in-person shareholder meeting was eliminated by the 2020 pandemic. Previous AT&T management opposition to this proposal topic rested on the shareholder ability to call for a special in-person shareholder meeting - now eliminated.

 

The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019 after 45% support (overwhelmingly less than the AT&T 88%-vote) for a written consent shareholder proposal. And this was a year before the pandemic put an end to in-person shareholder meetings – perhaps forever. It is so much easier for management to conduct an online shareholder meeting that management is now spoiled and will never want to return to an in-person shareholder meeting.

 

Shareholders need to be able to accomplish more outside of a shareholder meeting due to the onslaught of

 

online shareholder meetings replacing in-person shareholder meetings.

 

With the near universal use of online annual shareholder meetings starting in 2020 shareholders no longer have the right to discuss concerns with other shareholders and with their directors at a shareholder meeting. Shareholder meetings can now be online meetings which has an inferior format to a Zoom meeting.

 

Shareholders are also severely restricted in making their views known at online shareholder meetings because all challenging questions and comments can be screened out at an online meeting.

 

For instance Goodyear management became an example of turning an online shareholder meeting into a mute button meeting. Goodyear management hit the mute button right in the middle of a formal shareholder proposal presentation at its 2020 shareholder meeting. With a deep slumping stock price Goodyear management simply did not want shareholders to hear constructive criticism.

 

Plus AT&T management would not even allow the proponents of shareholder proposals to read their proposals by telephone at the 2020 AT&T online annual meeting.

 

Please see:

 

AT&T investors denied a dial-in as annual meeting goes online

 

https://whbl.com/2020/04/17 /att-investors-denied-a-dial-in-as-annual-meeting-goes-online/1007928/

 

Shareholders now need to have the option more than ever to take action outside of a shareholder meeting since online shareholder meetings are a shareholder engagement and shareholder outreach wasteland.

 

Please vote yes:

 

Shareholder Right to Act by Written Consent - Proposal 4

 

 

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VOTING ITEMS - STOCKHOLDER PROPOSAL

 

 

BOARD RESPONSE:

This proposal seeks to have AT&T submit a formal charter amendment to our stockholders to reduce the number of shares necessary to act by written consent. AT&T opposes this proposal because our Bylaws permit a group of stockholders holding 15% of the outstanding shares to call for a special meeting of stockholders. At a special meeting, stockholders can review and debate the merits of the proposals submitted to the meeting. In contrast, a written consent permits stockholders to act without discussion or debate. The Company believes that it is in the best interest of our stockholders that we act through open stockholder meetings, ensuring full deliberation and consideration of all viewpoints.

In addition, this proposal would result in an unnecessary waste of corporate resources. Unlike other proposals submitted to stockholders, under Delaware law, a charter amendment to modify AT&T’s written consent provision requires the affirmative vote of two-thirds of all outstanding shares. After a similar stockholder proposal passed at the 2011 Annual Meeting, your Board submitted a proposed charter amendment to stockholders the next year. The proposed amendment received far less than the two-thirds vote required by Delaware law to pass the amendment.

Since that time, this proposal was voted down at the 2014, 2017 and 2018 Annual Meetings. Your Board believes further action on this proposal does not serve the interests of the stockholders.

 

LOGO

The Board recommends you vote AGAINST this proposal.

 

 

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CORPORATE GOVERNANCE

 

LOGO

 

AT&T is committed to strong corporate governance principles. Effective governance protects the long-term interests of our stockholders, promotes public trust in AT&T, and strengthens management accountability. AT&T regularly reviews and updates its corporate governance practices to reflect evolving corporate governance principles and concerns identified by stockholders and other stakeholders.

The Role of the Board

 

The Board of Directors is responsible for oversight of management and strategic direction and for establishing broad corporate policies. In addition, the Board of Directors and various committees of the Board regularly meet to review and discuss operational and financial reports presented by the Chief Executive Officer and other members of management as well as reports by experts and other advisors. Corporate review sessions are also offered to Directors to give them more detailed views of our businesses, such as corporate opportunities, technology, and operations.

The Board oversees succession planning and talent development for senior executive positions. The

Human Resources Committee has primary responsibility for developing succession plans for the CEO position.

Members of the Board are expected to attend Board meetings in person, unless the meeting is held by means of remote communication. The Board held nine meetings in 2020. Directors are also expected to attend the Annual Meeting of Stockholders. All Directors were present at the 2020 Annual Meeting. In 2020, all Directors attended at least 75% of the total number of meetings of the Board and of the Committees on which each served.

 

 

Board’s Role in Risk Oversight

 

The Board is responsible for overseeing our policies and procedures for assessing and managing risk. Management is responsible for assessing and managing our exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies and procedures. Management also is responsible for informing the Board of our most significant risks and our plans for managing those risks. Annually, the Board reviews the Company’s strategic business plans, which includes evaluating the competitive, technological, economic and other risks associated with these plans.

In addition, under its charter, the Audit Committee reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. This includes, among other matters, evaluating risk in the context of financial policies, counterparty and credit risk, and the appropriate mitigation of risk, including through the use of insurance where appropriate. The Audit Committee also oversees our compliance program and our compliance with legal and regulatory requirements. The internal audit

organization provides the Committee with an assessment of the Company’s risks and conducts assurance reviews of the Company’s internal controls. The finance, compliance and internal audit organizations each provide regular updates to the Audit Committee.

The Company’s senior internal auditing executive and Chief Compliance Officer each meet annually in executive session with the Audit Committee. The senior internal auditing executive and Chief Compliance Officer review with the Audit Committee each year’s annual internal audit and compliance risk assessment, which is focused on significant financial, operating, regulatory and legal matters. The Audit Committee also receives regular reports on completed internal audits of these significant risk areas.

In addition, the Audit Committee, as well as the Board of Directors, receive reports from officers with responsibilities for cybersecurity. The AT&T Chief Security Office establishes policy and requirements for the security of AT&T’s computing and networking environments.

 

 

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CORPORATE GOVERNANCE

 

 

Ethics and Compliance Program

 

The Board has adopted a written Code of Ethics applicable to Directors, officers, and employees that outlines our corporate values and standards of integrity and behavior and is designed to foster a culture of integrity, drive compliance with legal and regulatory requirements and protect and promote the reputation of our Company. The full text of the Code of Ethics is posted on our website at www.att.com.

Our Chief Compliance Officer has responsibility to implement and maintain an effective ethics and compliance program. He also has responsibility to provide updates on our ethics and compliance programs to the Audit Committee.

 

 

Board Leadership Structure

 

The Board of Directors determined that upon the retirement of Mr. Stephenson as Executive Chairman in January 2021, an independent member of the Board would become Chairman and the position of Lead Director would be terminated. Accordingly, the Board elected William E. Kennard to become the first independent Chairman of the Board. Mr. Kennard has served as a Director of AT&T since 2014. In addition, Mr. Kennard presides over meetings of the independent members of the Board, who meet in

executive session (without management Directors or management personnel present) at least four times per year.

Each of the Audit, Human Resources, Corporate Governance and Nominating, Corporate Development and Finance, Public Policy Corporate Reputation Committees, and Executive Committee are composed entirely of independent Directors.

 

 

Duties and Responsibilities

 

Chairman of the Board

 

 

 

Presides over meetings of the Board

 

 

Presides over meetings of stockholders

 

 

Approves the agenda for each Board meeting

 

 

Approves the agenda for each stockholder meeting

Chief Executive Officer

 

 

 

In charge of the affairs of the Company, subject to the overall direction and supervision of the Board and its committees

 

 

Consults and advises the Board and its committees on the business and affairs of the Company

 

 

Performs such other duties as may be assigned by the Board

 

 

Director Nomination Process

 

The Board of Directors believes that the Company benefits from having experienced Directors who bring a wide range of skills and backgrounds to the Boardroom. The Corporate Governance and Nominating Committee is responsible for identifying eligible candidates based on our Corporate Governance Guidelines, which includes the consideration of a candidate’s:

 

 

 

general understanding of elements relevant to the success of a large publicly traded company in the current business environment;

 

 

understanding of our business;

 

 

educational and professional background;

 

 

judgment, competence, anticipated participation in Board activities;

 

 

experience, geographic location, and special talents or personal attributes

In addition, the Committee believes that diversity is an important factor in determining the composition of the Board, and the Committee considers it in making nominee recommendations.

Stockholders who wish to suggest qualified candidates should write to the Senior Vice President, Deputy General Counsel and Secretary, AT&T Inc., 208 S. Akard Street, Suite 2954, Dallas, Texas 75202, stating in detail the qualifications of the persons proposed for consideration by the Committee.

 

 

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LOGO

 

Director Independence

 

Our Corporate Governance Guidelines require that a substantial majority of our Board of Directors consist of independent Directors. In addition, the NYSE Listing Standards require a majority of the Board and every member of the Audit Committee, Human Resources Committee, and Corporate Governance and Nominating Committee to be independent. For a Director to be “independent” under the NYSE standards, the Board must affirmatively determine that the Director has no material relationship with AT&T, either directly or as a partner, stockholder or officer of an organization that has a relationship with AT&T, other than in his or her capacity as a Director of AT&T. In addition, the Director must meet certain independence standards specified by the NYSE as well as the additional standards referenced in our Corporate Governance Guidelines (found at www.att.com).

Using these standards for determining the independence of its members, the Board has determined that the following Directors are independent:

 

Samuel A. Di Piazza, Jr.

  

Stephen J. Luczo

Richard W. Fisher

  

Michael B. McCallister

Scott T. Ford

  

Beth E. Mooney

Glenn H. Hutchins

  

Matthew K. Rose

William E. Kennard

  

Cynthia B. Taylor

Debra L. Lee

  

Geoffrey Y. Yang

In addition, each member of the Audit Committee, the Corporate Governance and Nominating Committee, and the Human Resources Committee is independent.

In determining the independence of the Directors, the Board considered the following commercial relationships between AT&T and companies at which our Directors serve as Executive Officers or employees. AT&T participated in a structured finance program through KeyCorp, where Ms. Mooney served

as CEO until May 2020. In addition, KeyCorp as well as each of the entities where Mr. Ford, Ms. Taylor, and Mr. Yang serve as executive officers purchased communications services from subsidiaries of AT&T. In each case for the year 2020:

 

The relevant products and services were provided by AT&T or to AT&T on terms determined on an arm’s-length basis that were comparable to the terms provided to or by similarly situated customers or suppliers;

The transactions were made in the ordinary course of business of each company; and

The total payments by AT&T to the Director’s company (for interest in the case of KeyCorp) or to AT&T by the Director’s company (for communications services) were each substantially less than 1% of the consolidated gross revenues of each of AT&T and the other company. This level is significantly below the maximum amount permitted under the NYSE listing standards for director independence (i.e., 2% of consolidated gross revenues).

In addition, Mr. Kennard, through a private equity investment management company, invests in certain companies that engage in commercial transactions with AT&T. Mr. Kennard is a partner in Astra Capital Management, LLC, holding a 4.4% interest. Astra Capital is the general partner of a limited partnership that has a controlling interest in Communications Technology Services LLC (CTS), Logix Communications L.P. (Logix), and DartPoints Operating Company LLC (DartPoints) each of which has engaged in transactions with AT&T. Noting the limited ownership interest of Mr. Kennard in Astra Capital and that he is not an employee or Executive Officer of Astra Capital, CTS, Logix or DartPoints, together with the fact that AT&T’s revenues from and spending with each of CTS, Logix and DartPoints are not material to AT&T, the Board determined that Mr. Kennard is independent.

 

 

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CORPORATE GOVERNANCE

 

 

BOARD COMMITTEES

From time to time the Board establishes standing committees and temporary special committees to assist the Board in carrying out its responsibilities. The Board has established six standing committees of Directors, the principal responsibilities of which are described below. The charters for each of these committees may be found on our website at www.att.com.

 

AUDIT COMMITTEE
 

Meetings in 2020:  12

Samuel A. Di Piazza, Jr., Chair

Stephen J. Luczo

Michael B. McCallister

Cynthia B. Taylor

 

– Financial Expert

 

Consists of four independent Directors.

   

 

•  Oversees:

 

- the integrity of our financial statements

 

- the independent auditor’s qualifications and independence

 

- the performance of the internal audit function and independent auditors

 

- our compliance with legal and regulatory matters.

 

•  Responsible for the appointment, compensation, retention and oversight of the work of the independent auditor.

 

•  The independent auditor audits the financial statements of AT&T and its subsidiaries.

 

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
 

Meetings in 2020:  5

Matthew K. Rose, Chair

Richard W. Fisher*

William E. Kennard

Debra L. Lee

Cynthia B. Taylor

 

Consists of five independent Directors.

   

 

•  Responsible for recommending candidates to be nominated by the Board for election by the stockholders, or to be appointed by the Board of Directors to fill vacancies, consistent with the criteria approved by the Board, and recommending committee assignments.

 

•  Periodically assesses AT&T’s Corporate Governance Guidelines and makes recommendations to the Board for amendments and also recommends to the Board the compensation of Directors.

 

•  Takes a leadership role in shaping corporate governance and oversees an annual evaluation of the Board.

 

HUMAN RESOURCES COMMITTEE
 

Meetings in 2020:  11

Beth E. Mooney, Chair

Scott T. Ford

Michael B. McCallister

Matthew K. Rose

Geoffrey Y. Yang

 

Consists of five independent Directors.

   

 

•  Oversees the compensation practices of AT&T, including the design and administration of employee benefit plans.

 

•  Responsible for:

 

- establishing the compensation of the Chief Executive Officer and the other Executive Officers

 

- establishing common stock ownership guidelines for officers and developing a management succession plan.

 

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LOGO

 

CORPORATE DEVELOPMENT AND FINANCE COMMITTEE
 

Meetings in 2020:  6

Scott T. Ford, Chair

Richard W. Fisher*

Glenn H. Hutchins

Stephen J. Luczo

Beth E. Mooney

Geoffrey Y. Yang

 

Consists of six independent Directors.

  

 

•  Assists the Board in its oversight of our finances, including recommending the payment of dividends and reviewing the management of our debt and investment of our cash reserves.

 

•  Reviews mergers, acquisitions, dispositions and similar transactions; reviews corporate strategy and recommends or approves transactions and investments.

 

•  Reviews and makes recommendations about the capital structure of the Company, and the evaluation, development and implementation of key technology decisions.

 

 

PUBLIC POLICY AND CORPORATE REPUTATION COMMITTEE
  

Meetings in 2020:  4

Glenn H. Hutchins, Chair

Samuel A. Di Piazza, Jr.

William E. Kennard

Debra L. Lee

 

Consists of four independent Directors.

   

 

•  Assists the Board in its oversight of policies related to corporate social responsibility, including public policy issues affecting AT&T, its stockholders, employees, customers, and the communities in which it operates.

 

•  Oversees the Company’s management of its brands and reputation.

 

•  Recommends to the Board the aggregate amount of contributions or expenditures for political purposes, and the aggregate amount of charitable contributions to be made to the AT&T Foundation.

 

•  Consults with the AT&T Foundation regarding significant grants proposed to be made by the Foundation.

 

EXECUTIVE COMMITTEE

William E. Kennard, Chair

Samuel A. Di Piazza, Jr.

Scott T. Ford

Glenn H. Hutchins

Beth E. Mooney

Matthew K. Rose

 

Consists of the Chairman of the Board and the Chairpersons of our five other standing committees, each of whom is an independent Director.

  

 

•  Established to assist the Board by acting upon urgent matters when the Board is not available to meet. No meetings were held in 2020.

 

•  Has full power and authority of the Board to the extent permitted by law, including the power and authority to declare a dividend or to authorize the issuance of common stock.

 

*

Retiring at 2021 Annual Meeting

 

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CORPORATE GOVERNANCE

 

 

Stockholder Engagement

 

AT&T has a long tradition of engaging with our stockholders. We believe it is important for our governance process to have meaningful engagement with our stockholders and understand their perspectives on corporate governance, executive compensation, and other issues that are important to them. The Company meets with institutional investors throughout the year, both in person and by

teleconference. We share the feedback from this engagement with the Board and incorporate it into our policies and practices. The Company also provides online reports designed to increase transparency on issues of importance to our investors, including sustainability, diversity, political contributions, transparency, and the Proxy Statement and Annual Report.

 

 

Public Policy Engagement

 

We participate in public policy dialogues around the world related to our industry and business priorities, our approximately 231,000 employees, our stockholders, and the communities we serve.

In the U.S., the Company and our affiliated political action committees are committed to compliance with applicable laws and other requirements regarding contributions to: political organizations, candidates for federal, state and local public office, ballot measure campaigns, political action committees, and trade associations. We engage with organizations and individuals to make our views clear and uphold our commitment to help support the communities in which we operate. We base our U.S. political

contributions on many considerations, supporting candidates who take reasonable positions on policies that promote economic growth as well as affect our long-term business objectives.

The Public Policy and Corporate Reputation Committee of our Board of Directors reviews our advocacy efforts, including political contributions. Additional information about our public policy engagement efforts, including our Political Contributions Policy and a report of U.S. political contributions from our Company and from AT&T’s Employee Political Action Committees, can be viewed on our website at www.att.com.

 

 

Communicating with Your Board

Interested persons may contact the Chairman of the Board or any of the non-management Directors by sending written comments through the Office of the Secretary of AT&T Inc., 208 S. Akard Street, Suite 2954, Dallas, Texas 75202.

 

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CORPORATE GOVERNANCE

 

LOGO

 

Annual Multi-Step Board Evaluations

Each year, the Corporate Governance and Nominating Committee and the Chairman of the Board lead the Board through three evaluations: a Board self-evaluation, Committee self-evaluations, and peer evaluations. Through this process, Directors provide feedback, assess performance, and identify areas where improvement can be made. We believe this approach supports the Board’s effectiveness and continuous improvement.

 

 

ONE-ON-ONE DIRECTOR PEER EVALUATIONS

 

Members discuss the performance of other members of the Board including, their:

•  Understanding of the business

•  Meeting attendance

•  Preparation and participation in Board activities

•  Applicable skill set to current needs of the business

Responses are discussed with the individual Director if applicable

 

  

 

ONGOING FEEDBACK

 

Directors provide ongoing, real-time feedback outside of the evaluation process.

 

Lines of communication between our directors and management are always open.

 

 
  

    

 

 

COMMITTEE SELF-EVALUATIONS

 

Candid open discussion to review the following:

•  Committee process and substance

•  Committee effectiveness, structure, composition, and culture

•  Overall Committee dynamics

•  Committee Charter

  

 

BOARD SELF-EVALUATION SURVEY

 

Evaluation survey (reviewed annually by the Corporate Governance and Nominating Committee) addresses key topics such as those below, among other things:

•  Process and substance

•  Effectiveness, structure, composition, culture, and overall Board dynamics

•  Performance in key areas

•  Specific issues which should be discussed in the future

•  Responses are discussed and changes and improvements are implemented, if applicable

 

 

 

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CORPORATE GOVERNANCE

 

 

Related Person Transactions

 

Under the rules of the SEC, public issuers, such as AT&T, must disclose certain “Related Person Transactions.” These are transactions in which the Company is a participant where the amount involved exceeds $120,000, and a Director, Executive Officer, or holder of more than 5% of our common stock has a direct or indirect material interest.

AT&T has adopted a written policy requiring that each Director or Executive Officer involved in such a transaction notify the Corporate Governance and Nominating Committee and that each such transaction be approved or ratified by the Committee.

In determining whether to approve a Related Person Transaction, the Committee will consider the following factors, among others, to the extent relevant to the Related Person Transaction:

 

 

 

whether the terms of the Related Person Transaction are fair to the Company and on the same basis as would apply if the transaction did not involve a related person,

 

 

 

whether there are business reasons for the Company to enter into the Related Person Transaction,

 

 

 

whether the Related Person Transaction would impair the independence of an outside director, and

 

 

whether the Related Person Transaction would present an improper conflict of interest for any of our Directors or Executive Officers, taking into account the size of the transaction, the overall financial position of the Director, Executive Officer or other related person, the direct or indirect nature of the Director’s, Executive Officer’s or other related person’s interest in the transaction and the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant.

A Related Person Transaction entered into without the Committee’s pre-approval will not violate this policy, or be invalid or unenforceable, so long as the transaction is brought to the Committee as promptly as reasonably practical after it is entered into or after it becomes reasonably apparent that the transaction is covered by this policy.

The employment of the following persons was approved by the Corporate Governance and Nominating Committee under the Company’s Related Party Transactions Policy. The rate of pay for each of these employees is similar to those paid for comparable positions at the Company.

During 2020, a sister-in-law of John Stankey, Chief Executive Officer and President, was employed by a subsidiary with an approximate rate of pay, including commissions, of $136,068.

 

 

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CORPORATE GOVERNANCE

 

LOGO

 

Director Compensation

The compensation of Directors is determined by the Board with the advice of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is composed entirely of independent Directors. None of our employees serve on this Committee. The Committee’s current members are Matthew K. Rose (Chair), Richard W. Fisher, William E. Kennard, Debra L. Lee and Cynthia B. Taylor. Under its charter, the Committee annually reviews the compensation and benefits provided to Directors for their service and makes recommendations to the Board for changes. This includes not only Director retainers, but also Director compensation and benefit plans.

The Committee’s charter authorizes the Committee to employ independent compensation and other consultants to assist in fulfilling its duties. From time to time, the Committee engages a compensation consultant to advise the Committee and to provide information regarding director compensation paid by other public companies, which may be used by the Committee to make compensation recommendations to the Board. In addition, the Chief Executive Officer may make recommendations to the Committee or the Board about types and amounts of appropriate compensation and benefits for Directors. Directors who are employed by us or one of our subsidiaries receive no separate compensation for serving as directors or as members of Board committees.

The Company offers Directors both cash and equity compensation as set out in the table below. Directors have the ability to defer their annual retainers and earn interest or may defer their cash compensation through deferred stock units (See Director Plans).

 

 2020 Compensation 

Amount

($)    

 

Annual Retainer

 

 

140,000

 

Lead Director Retainer

 

 

60,000

 

Committee Chair Retainer

 

Audit Committee

 

 

30,000

 

Human Resources Committee

 

 

25,000

 

Corporate Development and Finance Committee

 

 

20,000

 

Corporate Governance and Nominating Committee

 

 

20,000

 

Public Policy and Corporate Reputation Committee

 

 

15,000

 

Annual Award of Deferred Stock Units

 

 

220,000

 

Communications Equipment and Services

 

 

up to 25,000

 

In January 2021, upon Mr. Stephenson’s retirement as Executive Chairman of the Board, Mr. Kennard, an independent Director, was appointed Chairman of the Board, with an additional annual retainer of $300,000, and the position of Lead Director was terminated.

Director Plans

Under the Non-Employee Director Stock and Deferral Plan (the Director Plan) each non-employee Director annually receives a grant of $220,000 in deferred stock units. The number of units granted is determined by dividing $220,000 by the closing price of AT&T common stock on the last trading day of the month in which the Annual Meeting occurs. Each deferred stock unit is equivalent to a share of AT&T common stock and earns dividend equivalents in the form of additional deferred stock units. The annual grants are fully earned and vested at issuance and are distributed beginning in the calendar year after the Director leaves the Board. At distribution, the deferred stock units are converted to cash based on the then price of AT&T common stock and are paid either in a lump sum or in up to 15 annual installments, as elected by the Director.

Additionally, Directors may annually elect to defer the receipt of their retainers into either additional deferred stock units or into a cash deferral account under the Director Plan. Directors purchase the deferred stock units at the fair market value of AT&T common stock. Deferrals into the cash deferral account under the plan earn interest during the calendar year at a rate equal to the Moody’s Long-Term Corporate Bond Yield Average for September of the preceding year (Moody’s Rate). Directors may annually choose to convert their cash deferral accounts into deferred stock units at the fair market value of our stock at the time of the conversion. Directors may also use all or part of their retainers to purchase AT&T common stock at fair market value under the Non-Employee Director Stock Purchase Plan.

To the extent earnings on cash deferrals under the Director Plan exceed the interest rate specified by the SEC for disclosure purposes, they are included in the “Director Compensation” table on page 24 under the heading “Nonqualified Deferred Compensation Earnings.”

Non-employee Directors may receive communications equipment and services pursuant to the AT&T Board of Directors Communications Concession Program. Under the program, equipment and services that may be provided to a Director, other than equipment at his or her primary residence, may not exceed $25,000 per year. All concession services must be provided by AT&T affiliates, except that the Director may use another provider for the Director’s primary residence if it is not served by an AT&T affiliate.

 

 

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CORPORATE GOVERNANCE

 

 

2020 DIRECTOR COMPENSATION TABLE

The following table contains information regarding compensation provided to each person who served as a Director during 2020 (excluding Messrs. Stankey and Stephenson, whose compensation is included in the Summary Compensation Table and related tables and disclosure).

 

Name    Fees Earned
or Paid in Cash
($)(a)
    Stock
Awards
($)(b)
    

Nonqualified
Deferred
Compensation
Earnings

($)(c)

    All Other
Compensation
($)(d)
    

Total

($)

SAMUEL A. DI PIAZZA, JR.

     

        $

170,000

     

        $

220,000

     

        $

0

     

        $

15,000

     

        $

405,000

RICHARD W. FISHER

     

        $

140,000

     

        $

220,000

     

        $

1,255

     

        $

0

     

        $

361,255

SCOTT T. FORD

     

        $

160,000

     

        $

220,000

     

        $

0

     

        $

0

     

        $

380,000

GLENN H. HUTCHINS

     

        $

151,250

     

        $

220,000

     

        $

0

     

        $

34,724

     

        $

405,974

WILLIAM E. KENNARD

     

        $

140,000

     

        $

220,000

     

        $

0

     

        $

15,000

     

        $

375,000

DEBRA L. LEE

     

        $

140,000

     

        $

220,000

     

        $

0

     

        $

15,000

     

        $

375,000

STEPHEN J. LUCZO

     

        $

140,000

     

        $

220,000

     

        $

0

     

        $

0

     

        $

360,000

MICHAEL B. MCCALLISTER

     

        $

140,000

     

        $

220,000

     

        $

0

     

        $

15,000

     

        $

375,000

BETH E. MOONEY

     

        $

165,000

     

        $

220,000

     

        $

0

     

        $

15,000

     

        $

400,000

MATTHEW K. ROSE

     

        $

220,000

     

        $

220,000

     

        $

0

     

        $

11,732

     

        $

451,732

CYNTHIA B. TAYLOR

     

        $

140,000

     

        $

220,000

     

        $

0

     

        $

5,000

     

        $

365,000

LAURA D’ANDREA TYSON*

     

        $

51,667

     

 

0

     

        $

6,152

     

        $

265,000

     

        $

322,819

GEOFFREY Y. YANG

     

        $

140,000

     

        $

220,000

     

        $

0

     

        $

0

     

        $

360,000

 

*

Dr. Tyson retired from the Board in April 2020.

 

NOTE (a). Fees Earned or Paid in Cash The table below shows the number of deferred stock units or shares of common stock purchased in 2020 by each Director with their retainers. The deferred stock units were purchased under the Non-Employee Director Stock and Deferral Plan, and the shares of common stock were purchased under the Non-Employee Director Stock Purchase Plan.

 

Director  Deferred Stock Units
Purchased in 2020
 

SAMUEL A. DI PIAZZA, JR.

  

 

5,534

 

SCOTT T. FORD

  

 

5,209

 

GLENN H. HUTCHINS

  

 

4,950

 

STEPHEN J. LUCZO

  

 

4,558

 

MATTHEW K. ROSE

  

 

7,224

 

CYNTHIA B. TAYLOR

  

 

4,558

 

 

Director  

Shares of Common Stock

Purchased in 2020

 

RICHARD W. FISHER

  

 

2,277

 

MICHAEL B. MCCALLISTER

  

 

2,277

 

GEOFFREY Y. YANG

  

 

4,556

 

NOTE (b). Stock Awards Amounts in this column represent the annual grant of deferred stock units that are immediately vested but are not distributed until after the retirement of the Director. The deferred stock units will be paid out in cash in the calendar year after the Director ceases his or her service with the Board, at the times elected by the Director. The aggregate number of stock awards outstanding at December 31, 2020, for each Director can be found in the “Common Stock Ownership” section beginning on page 26.

NOTE (c). Nonqualified Deferred Compensation Earnings Amounts shown represent the excess earnings, if any, based on the actual rates used to determine earnings on deferred compensation over the market interest rates determined pursuant to SEC rules.

NOTE (d). All Other Compensation Amounts in this column include personal benefits for Directors that in the aggregate equal or exceed $10,000, which for 2020 consisted of communications equipment and services provided under the AT&T Board of Directors Communications Concession Program (described on page 23) and miscellaneous items, as follows: Mr. Hutchins ($18,799 and $925, respectively) and Mr. Rose ($10,807 and $925, respectively).

 

 

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COMMON STOCK OWNERSHIP

 

LOGO

 

NOTE (d). All Other Compensation (Cont.) All Other Compensation also includes charitable matching contributions of up to $15,000 per year made by the AT&T Foundation on behalf of Directors and employees under the AT&T Higher Education/Cultural Matching Gift Program. In 2020, charitable contributions were made on the Directors’ behalf under this program as follows:

Name  Matching Gifts 

SAMUEL A. DI PIAZZA, JR.

  

 

$15,000

 

GLENN H. HUTCHINS

  

 

$15,000

 

WILLIAM E. KENNARD

  

 

$15,000

 

DEBRA L. LEE

  

 

$15,000

 

MICHAEL B. MCCALLISTER

  

 

$15,000

 

BETH E. MOONEY

  

 

$15,000

 

CYNTHIA B. TAYLOR

  

 

$  5,000

 

LAURA D’ANDREA TYSON

  

 

$15,000

 

In addition, a charitable contribution of $250,000 was made on behalf of Dr. Tyson to the charity of her choice in connection with her retirement from the Board in April 2020.

 

 

COMMON STOCK OWNERSHIP

Certain Beneficial Owners

The following table lists the beneficial ownership of each person holding more than 5% of AT&T’s outstanding common stock as of December 31, 2020 (based on a review of filings made with the Securities and Exchange Commission on Schedules 13D and 13G).

 

Name and Address of Beneficial Owner  

Amount and Nature

of Beneficial Ownership

  Percent of Class 

BLACKROCK, INC.

55 East 52nd St., New York, NY 10055

  

 

485,568,654

(1) 

 

 

6.8%

 

THE VANGUARD GROUP

100 Vanguard Blvd., Malvern, PA 19355

  

 

556,695,212

(2) 

 

 

7.81%

 

 

1.

Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 29, 2021, which reported the following: sole voting power of 424,242,052 shares; shared voting power of 0 shares; sole dispositive power of 485,568,654 shares, and shared dispositive power of 0 shares.

2.

Based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021, which reported the following: sole voting power of 0 shares; shared voting power of 11,578,781 shares; sole dispositive power of 525,202,532 shares, and shared dispositive power of 31,492,680 shares.

 

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COMMON STOCK OWNERSHIP

 

 

Directors and Officers

The following table lists the beneficial ownership of AT&T common stock and non-voting stock units as of December 31, 2020, held by each Director, nominee, and officer named in the Summary Compensation Table on page 60. As of that date, each Director and officer listed below, and all Directors and Executive Officers as a group, owned less than 1% of our outstanding common stock. Except as noted below, the persons listed in the table have sole voting and investment power with respect to the securities indicated.

 

Beneficial Owner  

Total 
Beneficial

Ownership(1)(5)

   

Non-Voting
Vested
Stock

Units (2)

 

SAMUEL A. DI PIAZZA, JR.

  

 

34,480

 

  

 

65,214

 

RICHARD W. FISHER

  

 

14,391

 

  

 

37,431

 

SCOTT T. FORD

  

 

81,319

 

  

 

85,920

 

GLENN H. HUTCHINS (3)

  

 

167,651

 

  

 

72,040

 

WILLIAM E. KENNARD

  

 

0

 

  

 

43,371

 

DEBRA L. LEE

  

 

0

 

  

 

7,488

 

STEPHEN J. LUCZO

  

 

300,000

 

  

 

12,162

 

MICHAEL B. MCCALLISTER

  

 

53,608

 

  

 

55,554

 

BETH E. MOONEY

  

 

28,700

 

  

 

73,721

 

MATTHEW K. ROSE

  

 

208,050

 

  

 

135,336

 

CYNTHIA B. TAYLOR

  

 

5,718

 

  

 

58,758

 

GEOFFREY Y. YANG (4)

  

 

254,628

 

  

 

30,448

 

JOHN T. STANKEY

  

 

425,253

 

  

 

257,189

 

RANDALL L. STEPHENSON

  

 

2,555,039

 

  

 

827,083

 

JOHN J. STEPHENS

  

 

816,482

 

  

 

473,655

 

JASON KILAR

  

 

411,663

 

  

 

0

 

DAVID R. MCATEE II

  

 

158,628

 

  

 

78,670

 

JEFFERY S. MCELFRESH

  

 

71,399

 

  

 

112,415

 

All Executive Officers and Directors as a group (consisting of 22 persons, including those named above)

 

  

 

 

5,863,090

 

 

 

  

 

 

2,553,575

 

 

 

 

NOTE (1). Includes (a) exercisable stock options as well as stock options that became exercisable within 60 days of the date of this table and (b) restricted stock units distributable within 60 days of the date of this table, as follows:

 

Beneficial Owner  

Stock

Options

   Restricted
Stock
Units
 

JOHN T. STANKEY

  

 

2,326

 

  

 

40,266

 

RANDALL L. STEPHENSON

  

 

29,345

 

  

 

96,064

 

JOHN J. STEPHENS

  

 

52,022

 

  

 

40,266

 

JASON KILAR

  

 

0

 

  

 

411,663

 

DAVID R. MCATEE II

  

 

0

 

  

 

22,145

 

JEFFERY S. MCELFRESH

  

 

0

 

  

 

3,544

 

All Executive Officers

  

 

83,693

 

  

 

650,009

 

NOTE (2). Represents number of vested stock units held by the Director or Executive Officer, where each stock unit is equal in value to one share of AT&T common stock. The stock units are paid in common stock or cash depending upon the plan and the election of the participant at times specified by the relevant plan. None of the stock units listed may be converted into common stock within 60 days of the date of this table. As noted under “Compensation of Directors,” AT&T’s plans permit non-employee Directors to acquire stock units (also referred to as deferred stock units) by deferring

the receipt of retainers into stock units and through a yearly grant of stock units. Officers may acquire stock units by participating in stock-based compensation deferral plans or through vested stock awards. Stock units carry no voting rights.

NOTE (3). Mr. Hutchins disclaims beneficial ownership of 3,322 shares held in trust for his siblings.

NOTE (4). Mr. Yang disclaims beneficial ownership of 33,558 shares held in a limited partnership.

NOTE (5). The following persons share voting and investment power with other persons with respect to the following numbers of shares:

 

Beneficial Owner  Shared Voting and
Investment Power Shares
 

GLENN H. HUTCHINS

  

 

167,651

 

MICHAEL B. MCCALLISTER

  

 

50,364

 

BETH E. MOONEY

  

 

28,700

 

MATTHEW K. ROSE

  

 

208,050

 

CYNTHIA B. TAYLOR

  

 

196

 

GEOFFREY Y. YANG

  

 

131,035

 

JOHN T. STANKEY

  

 

372,983

 

RANDALL L. STEPHENSON

  

 

2,043,589

 

JOHN J. STEPHENS

  

 

376,502

 

DAVID R. MCATEE II

  

 

132,237

 

 

 

 

 

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Corporate Responsibility

 

Through our management of environmental, social and governance (ESG) risks and

opportunities, AT&T is delivering solutions to leading global challenges and working

to ensure our business - and society - are prepared for a more resilient tomorrow.

 LOGO

.

 

 

GOVERNANCE

 

AT&T’S COMMITMENT TO CORPORATE RESPONSIBILITY MEANS EMBEDDING IT INTO ALL ASPECTS OF OUR BUSINESS, WITH STRONG GOVERNANCE AT EVERY LEVEL OF THE COMPANY.

 

OVERSEEING OUR WORK

AT&T’s commitment to addressing ESG issues includes Board of Directors oversight, officer-level leadership and dedicated teams of corporate responsibility professionals who collaborate with subject-matter experts throughout the business.

The Public Policy and Corporate Reputation Committee of the AT&T Board of Directors oversees our corporate responsibility work. It also oversees our policies for political and philanthropic giving, which include political contributions, corporate contributions approved by the AT&T Contributions Council and grants approved by the AT&T Foundation.

Our Corporate Social Responsibility Governance Council is led by our Chief Sustainability Officer and is comprised of officers from each of our operating companies with responsibility for business operations aligned to our most important ESG focus areas. In addition to the Council, we convene five core issue committees: Community, Employee Activation, Environment, Human Rights, and Online Safety. These committees work closely with experts throughout our operating companies and regions to implement and enhance programs and policies that address ESG issues across AT&T.

REPORTING OUR PROGRESS

We detail our ESG performance through robust public reporting, which many shareholders recognize as best-in-class. We align to the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) standards and disclosure frameworks from CDP (climate change), the Task Force on Climate-related Financial Disclosures (TCFD), the United Nations (U.N.)

Global Compact, and U.N. Sustainable Development Goals (SDGs). We also publish annual diversity and inclusion reports outlining our progress in cultivating workplace diversity across AT&T and content diversity across WarnerMedia.

Through our biannual Political Engagement Report, we describe how we participate in the political process and disclose our U.S. political contributions. Decisions are mindful of our company values, codes of business conduct, AT&T public policy positions and the best interests of our business and employees – without regard to political party affiliation. The AT&T Board of Directors receives the full list of corporate political contributions and has an opportunity to provide guidance with respect to the company’s contributions. In both 2019 and 2020, AT&T received the leading “Trendsetter” designation from the CPA Zicklin Index of Corporate Political Disclosure and Accountability.

Like all companies, we’re required by law to provide information to government and law enforcement entities, as well as to parties to civil lawsuits, by complying with court orders, subpoenas, lawful discovery requests and other legal requirements. Our Transparency Report lists the number and types of legal demands that have compelled AT&T to provide information about the communications of our customers as well as information permitted by law to be disclosed about Foreign Intelligence Surveillance Act requests.

PROTECTING CUSTOMER DATA AND PRIVACY

Privacy is a fundamental commitment at AT&T. Our Chief Privacy Office is responsible for developing, implementing, and supporting compliance with our privacy principles, policies and commitments across all operating companies – including providing regular updates to the AT&T Board of Directors.

Network and data security are critical components for protecting customer privacy. Our Chief Security Office (CSO) establishes global policy and programmatic requirements to ensure security is a part of every organization within the company. Hundreds of dedicated CSO professionals and department-level security specialists across our business are focused on security and compliance programs.

 

 

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CORPORATE RESPONSIBILITY

 

 

ENSURING SUPPLIER RESPONSIBILITY

AT&T is committed to advancing sustainable business practices among our suppliers, focusing on human rights, working conditions, and climate impact. We expect supplier business operations to be conducted in a manner consistent with sustainability and diversity clauses in our contracts, and we require conformance with the AT&T Principles of Conduct for Suppliers as well as the AT&T Human Rights Policy. We facilitate regular sustainability assessments and audits for our suppliers.

In 2020, we set a goal to ensure that 50% of our suppliers (covering purchased goods and services, capital goods and downstream leased assets as a portion of spend) set science-based Scope 1 and Scope 2 greenhouse gas (GHG) emissions reduction targets by 2024.

ENVIRONMENT

 

AT&T DEMONSTRATES CORPORATE LEADERSHIP ON CLIMATE CHANGE BY SETTING STRONG GOALS AND TAKING PURPOSEFUL ACTION IN AND OUTSIDE OUR COMPANY. OUR CLIMATE CHANGE STRATEGY IS BASED ON MITIGATION AND RESILIENCE

 

MITIGATING IMPACTS

We’ve set a science-based target to reduce Scope 1 and 2 GHG emissions 26% by 2030, from a 2015 base year. In 2020, we committed to become carbon neutral by 2035 for these same emissions categories.

We will also continue to grow our procurement of renewable energy where feasible. In 2020, as part of our previous commitment to purchase more than 1.5 gigawatts of renewable energy capacity, we announced

agreements representing more than 500 megawatts of solar energy – making AT&T one of the largest corporate purchasers of solar energy in the world.

Our mitigation efforts also include use of our technology to help customers reduce their own emissions. Through methodology developed in collaboration with Carbon Trust and BSR, we’ve measured the impact of various technologies and engaged business customers in discussions about how AT&T services can help them achieve their sustainability goals.

BUILDING RESILIENCE

We are in the process of expanding our industry-leading Climate Change Analysis Tool from four pilot states in the Southeast to the entire contiguous U.S. This tool will help us visualize climate change risk to our network and operations up to 30 years into the future. And to help communities better prepare for their own climate-related risks, we will continue to make the Argonne National Laboratory climate datasets developed for our tool available to the public.

 

 

PROGRESS TOWARD 2020 TARGETS1

 

LOGO

1 2020 data is still being compiled. Represents progress through end of year 2019. New long-range goals will be announced 2Q 2021.

 

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CORPORATE RESPONSIBILITY

 

LOGO

 

SOCIAL

 

AT&T WORKS HARD TO ADDRESS ISSUES IMPORTANT TO OUR BUSINESS AND OUR COMMUNITIES – INCLUDING THE DIGITAL DIVIDE, DIVERSITY AND INCLUSION, DIGITAL SAFETY AND WELLBEING, ECONOMIC EMPOWERMENT, AND THE WELFARE OF OUR EMPLOYEES AND FELLOW CITIZENS.

 

SUPPORTING EMPLOYEES

AT&T invests approximately $200 million each year to engage employees in more than 16 million hours of education and training to help ensure our colleagues have the tools needed for continued success. In 2020, more than 55% of all open positions and 56% of promotions were filled by diverse candidates.1

In addition to fostering employee skills growth, we continually evolve our benefits plans to maintain competitive packages that reflect the needs of our workforce – including benefits for fertility services, adoption, childcare, and elder care. We offer parents up to 12 weeks of paid leave, which may be extended for birthing mothers, when paired with applicable short-term disability benefits.

We also regularly adapt our compensation model to ensure fair and inclusive pay practices across our business. We are committed to pay equity for employees who hold the same jobs, work in the same geographic area, and have the same levels of experience and performance.

In 2020, given the need for social distancing due to the COVID-19 pandemic, AT&T implemented a sweeping work-from-home policy for the majority of our employees. We authorized temporary compensation increases for front-line employees who can’t do their jobs from home and temporarily increased available paid time off for employees whose families were impacted by COVID-19 illness.

We also committed more than $100 million to help WarnerMedia cast and crew while on production hiatus, and through the AT&T Employee Relief Fund, we supported more than 275 colleagues requesting assistance for COVID-19-related personal hardships. As we look to life and operations beyond the pandemic, we are revising our business models to support flexible office space and at-home productivity for many employees on a going-forward basis.

VALUING DIVERSITY, EQUITY, AND INCLUSION

In 2020 AT&T published a Board Diversity Statement, noting “AT&T recognizes the value of diversity, and takes into account many factors, including but not limited to gender, race and ethnicity, as important in determining composition and in making nominations to the Board.”

To promote employee engagement and cross-functional diversity and inclusion initiatives across our operating companies, we regularly convene four diversity councils, including the CEO’s Diversity Council led by our most senior executive. We encourage employees to join one or more of our 39 employee groups, which exemplify our company’s commitment to diversity and inclusion through efforts in the workplace, marketplace, and community – while focusing on members’ professional development and opportunities for community service. These groups represent the diverse cultural and experiential dimensions of our workforce, such as women, people of color, LGBTQ+ individuals, people with disabilities, and veterans.

The country’s reckoning with social justice in 2020 affected us all and deepened our commitment to supporting equity in our company as well as our communities. In the past five years, AT&T has contributed $215 million to increase education, skills building, and career readiness opportunities in Black and underserved communities. And last year, we committed an additional $30 million to further support these communities, which often face long-standing social inequities and higher unemployment – all of which are exacerbated by the COVID-19 pandemic. We continue to advocate for social justice reform in our communities and have joined the OneTen coalition, a group of corporations pledging to collectively hire 1 million Black Americans in the next 10 years.

For our suppliers and vendors, our goal for diversity performance is 21.5% of total procurement expenditures. In 2019, 26.4% of our total supply chain spend – approximately $14.2 billion – was awarded to certified-diverse businesses owned by minorities, women, veterans, LGBTQ+ people, and those with disabilities. And we exceeded our commitment to spend $3 billion with U.S. Black-owned suppliers by the end of 2020.

 

 

1 Inclusive of AT&T Inc. and AT&T Communications

 

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CORPORATE RESPONSIBILITY

 

ADDRESSING THE DIGITAL DIVIDE AND HOMEWORK GAP

2020 laid bare the impact of the digital divide on 17 million students disconnected from learning resources. AT&T has invested more than $125 billion in our network over the past five years to help connect America. Additionally, over the last 12 years, we have invested over $600 million to bolster educational programs in under-resourced schools and communities. To help families mitigate the educational impacts of the COVID-19 pandemic, AT&T launched a $10 million Distance Learning and Family Connections Fund to help give parents, students, and teachers expanded access to tech-enabled tools and resources for at-home learning. And we made an additional $10 million commitment to work with Connected Nation to provide our most vulnerable students Wi-Fi hotspots and free AT&T internet service. AT&T will stay focused on network investments, product offers, and philanthropy to support student learning while working to advance policies that will help expand reliable broadband connectivity for all Americans.

SAFEGUARDING CHILDREN

Our internal Online Safety Committee provides oversight and guidance on the digital safety issues impacting our business, customers, and society. We completed a human rights impact assessment across our portfolio of products and services to better understand risks related to potential online child exploitation and child sexual abuse material. And we engage with groups such as Tech Against Trafficking, the WePROTECT Global Alliance and the National Center for Missing and Exploited Children to promote human rights associated with our operations.

KEEPING CONNECTED

AT&T’s National Disaster Recovery team plays a crucial role in keeping our network operational and our customers connected – even in the wake of unpredictable, catastrophic events. With more than $650 million invested in the U.S. and another $15 million invested internationally, our Network Disaster Recovery program is one of the largest and most advanced of its kind.

ENGAGING OUR COMMUNITIES

AT&T Believes is a company-wide, localized effort to create positive change. We harness employees’ creativity and generosity, and join company resources with those of municipalities and external partners to make a stronger impact on local communities and society at large. AT&T Believes lifts communities across 42 cities and counting around the world, focusing on needs such as social equality, building job skills, homelessness, and access to education, careers, and COVID-19-related resources.

DIVERSITY, EQUITY AND INCLUSION

 

  WORKFORCE DIVERSITY

TOTAL U.S. WORKFORCE DIVERSITY

 

 

LOGO

 

TOTAL U.S. MANAGEMENT DIVERSITY

 

 

LOGO

 

GENDER DIVERSITY

 

 

LOGO

 

 

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AUDIT COMMITTEE

 

LOGO

 

AUDIT COMMITTEE

 

AT&T has a separately designated standing Audit Committee. The Board has adopted a written charter for the Audit Committee, which may be viewed on the Company’s web site at www.att.com. The Audit Committee performs a review and reassessment of its charter annually. The Audit Committee oversees the integrity of AT&T’s financial statements, the independent auditors’ qualifications and independence, the performance of the internal audit function and independent auditors, and AT&T’s compliance with legal and regulatory matters.

The Audit Committee is composed entirely of independent Directors in accordance with the applicable independence standards of the New York Stock Exchange and AT&T. The members of the Audit Committee are Mr. Di Piazza (Chairman), Mr. Luczo, Mr. McCallister, and Ms. Taylor each of whom was appointed by the Board of Directors. The Board has

determined that each member of the Audit Committee is financially literate under NYSE listing standards.

In addition, the Board of Directors has determined that Mr. Di Piazza and Ms. Taylor are “audit committee financial experts.” Although the Board of Directors has determined that these individuals have the requisite attributes to be considered “audit committee financial experts” as defined under SEC rules, their responsibilities are the same as those of the other Audit Committee members. They are not AT&T’s auditors or accountants, do not perform “field work” and are not full-time employees. The SEC has determined that an audit committee member who is designated as an audit committee financial expert will not be deemed to be an “expert” for any purpose as a result of being identified as an audit committee financial expert.

 

 

PRIMARY RESPONSIBILITIES

The Audit Committee is responsible for oversight of management in the preparation of AT&T’s financial statements and financial disclosures. The Audit Committee relies on the information provided by management and the independent auditors. The Audit Committee does not have the duty to plan or conduct audits or to determine that AT&T’s financial statements and disclosures are complete and accurate. AT&T’s Audit Committee charter provides that these are the responsibility of management and the independent auditors.

 

Independent Auditor Oversight

The Audit Committee has oversight of the Company’s relationship with the independent auditor and is directly responsible for the annual appointment, compensation and retention of the independent auditor. The independent auditor reports directly to the Audit Committee.

Financial Reporting Review

The Audit Committee reviews and discusses with management and the independent auditor:

 

 

 

the annual audited financial statements and quarterly financial statements;

 

 

 

any major issues regarding accounting principles and financial statement presentations; and

 

 

 

earnings press releases and other financial disclosures.

Internal Audit Oversight

The Audit Committee oversees the activities of the Company’s senior internal auditing executive, including internal audit’s assessment of operational and financial risks and associated internal controls. Significant internal audit reports and corrective action status are regularly discussed with the Audit Committee.

Risk Review

The Audit Committee reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. This includes, among other matters, evaluating risk in the context of financial policies, counterparty and credit risk, and the appropriate mitigation of risk, including through the use of insurance where appropriate.

Compliance Oversight

The Audit Committee meets with the Company’s Chief Compliance Officer (CCO) regarding the CCO’s assessment of the Company’s compliance and ethics risks, the effectiveness of the Company’s Corporate Compliance Program, and any other compliance related matters that either the Committee or the CCO deems appropriate. The Audit Committee oversees the administration and enforcement of the Company’s Code of Business Conduct, Code of Ethics, and Corporate Compliance Program.

 

 

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AUDIT COMMITTEE

 

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Ernst & Young LLP acts as AT&T’s principal auditor and provides certain audit-related, tax and other services. The Audit Committee has established a pre-approval policy for services to be performed by Ernst & Young. Under this policy, the Audit Committee approves specific engagements when the engagements have been presented in reasonable detail to the Audit Committee before services are undertaken.

This policy also allows for the approval of certain services in advance of the Audit Committee being presented details concerning the specific service to be undertaken. These services must meet service definitions and fee limitations previously established by the Audit Committee. Additionally, engagements exceeding $500,000 must receive advance concurrence from the Audit Committee Chairman. After an auditor is engaged under this authority, the services must be described in reasonable detail to the Audit Committee at the next meeting.

All pre-approved services must commence, if at all, within 14 months of the approval.

The fees for services provided by Ernst & Young (all of which were pre-approved by the Audit Committee) to AT&T in 2020 and 2019 are shown below.

PRINCIPAL ACCOUNTANT FEES

(dollars in millions)

 

Item  2020              2019      

Audit Fees (a)

  

$

50.5

 

    

$

52.1

 

  

Audit Related Fees (b)

  

 

10.3

 

    

 

5.5

 

  

Tax Fees (c)

  

 

9.0

 

    

 

9.5

 

  

All Other Fees (d)

  

 

0.0

 

       

 

0.0

 

     

NOTE (a). Audit Fees. Included in this category are fees for the annual audits of the financial statements and internal controls, quarterly financial statement reviews, audits of certain subsidiaries, audits required by Federal and state regulatory bodies, statutory audits, and comfort letters.

NOTE (b). Audit Related Fees. These fees, which are for assurance and related services other than those included in Audit Fees, include charges for employee benefit plan audits, subsidiary audits associated with acquisition and disposition activity, control reviews of AT&T service organizations, and consultations concerning financial accounting and reporting matters.

NOTE (c). Tax Fees. These fees include charges for various Federal, state, local and international tax compliance, planning, and research projects, as well as tax services for AT&T employees working in foreign countries.

NOTE (d). All Other Fees. No fees were incurred in 2020 or 2019 for services other than audit, audit related and tax.

 

 

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AUDIT COMMITTEE

 

LOGO

 

AUDIT COMMITTEE REPORT

 

 

The Audit Committee: (1) reviewed and discussed with management AT&T’s audited financial statements for the year ended December 31, 2020; (2) discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission; (3) received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Audit Committee concerning independence; and (4) discussed with the auditors the auditors’ independence.

 

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the year ended December 31, 2020, be included in AT&T’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

 

February 12, 2021

  

The Audit Committee

  
  

 

Samuel A. Di Piazza, Jr., Chairman

  
  

Stephen J. Luczo

  
  

Michael B. McCallister

  
  

Cynthia B. Taylor

  

 

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Compensation Discussion and Analysis

 

 LOGO

 

EXECUTIVE SUMMARY

   35 

DECISION MAKING FRAMEWORK

        

Role of the Human Resources Committee

  

 

38

 

Guiding Pay Principles

  

 

38

 

Pay Governance

  

 

39

 

Stockholder Engagement

  

 

39

 

COMPENSATION ELEMENTS AND PAY DETERMINATION

        

Elements of 2020 Compensation

  

 

40

 

Determining 2020 Target Compensation

  

 

41

 

How NEOs Were Paid for Performance in 2020

  

 

43

 

Realized Compensation for NEOs

  

 

47

 

2020 Long-Term Grants

  

 

54

 

BENEFITS

   56 

POLICIES AND RISK MITIGATION

        

Stock Ownership Guidelines

  

 

58

 

Equity Retention and Hedging Policy

  

 

58

 

Clawback Policy

  

 

58

 

Risk Mitigation

  

 

58

 

INDEPENDENT COMPENSATION CONSULTANT (Frederic W. Cook & Co., Inc.)

   58 

 

ACRONYMS USED

 

CAM

Career Average Minimum

CDP

Cash Deferral Plan

CEO

Chief Executive Officer

COO

Chief Operating Officer

DTC

Direct to Consumer

EOY

End of Year

EPS

Earnings Per Share

FCF

Free Cash Flow

MCB

Management Cash Balance

NEO

Named Executive Officer

ROIC

Return on Invested Capital

RSU

Restricted Stock Unit

SCT

Summary Compensation Table

SEC

Securities and Exchange Commission

SERP

Supplemental Employee Retirement Plan

SRIP

Supplemental Retirement Income Plan

STIP

Short Term Incentive Plan

SPDP

Stock Purchase and Deferral Plan

TSR

Total Stockholder Return

 

 

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Executive Summary

 

Our Human Resources Committee (Committee) takes great care to develop and refine an executive compensation program that recognizes its stewardship responsibility to our stockholders while ensuring the ability to attract and retain talent to support a culture of growth, innovation, and performance in an extraordinarily large and complex organization.

 

 

In this section, we summarize the elements of our compensation program and how our program supports pay for performance.

 

Topic  Overview  Details

 

THE FOUNDATION OF OUR PROGRAM

  

Our Committee believes that our programs should:

 

•  be aligned with stockholder interests,

 

•  be competitive and market-based,

 

•  pay for performance,

 

•  balance both short- and long-term focus, and

 

•  be aligned with generally accepted approaches.

 

To that end, we incorporate many best practices in our compensation program and avoid ones that are not aligned with our guiding pay principles.

  38    

 

 

STOCKHOLDER ENGAGEMENT

  

Each year, we engage with stockholders to understand their views on executive compensation. In light of their feedback, results of the stockholder advisory vote on our executive compensation program, and market trends, the Committee adjusts our compensation program periodically as it determines to be appropriate.

  39    

 

OUR COMPENSATION PROGRAM ELEMENTS & PERCENT OF PAY TIED TO PERFORMANCE AND COMMON STOCK PRICE

  

Our program includes a number of different elements, from fixed compensation (base salaries) to performance-based variable compensation (short- and long-term incentives), to key benefits, which minimize distractions and allow our executives to focus on our success.

 

Each element is designed for a specific purpose, with an overarching goal of encouraging a high level of sustainable individual and Company performance well into the future.

 

For active NEOs, the combination of short- and long-term incentives ranges from 85% to 92% of target pay. Payouts are formula-driven for:

 

•  Short-term incentives; and

 

•  Performance Shares (which represent 75% of the long-term incentive for most NEOs).

 

All long-term grants are tied to our common stock price performance.

 

Our Committee retains the authority to increase or decrease final award payouts, after adjustment for financial performance, to ensure pay is aligned with performance. The Committee exercised such discretion this year when determining short-term payouts for the 2020 performance period, given the impact of COVID-19 on the Company’s business and the world.

  40, 42    

 

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

 

Topic  Overview  Details 

 

HOW WE MAKE COMPENSATION DECISIONS

  

The starting point for determining Executive Officer compensation is an evaluation of market data. The independent consultant compiles compensation information for our Peer Group companies and then presents this information to our Committee for it to consider when making compensation decisions. Our Peer Group companies were chosen based on their similarity to AT&T on a number of factors, including alignment with our business, scale, and/or complexity.

   41     

 

TALENT MANAGEMENT

 

CEO

 

WarnerMedia CEO

  

 

The Company announced in April 2020 that the Board had selected John Stankey to succeed Randall Stephenson as AT&T CEO. An outside independent executive search firm aided the Board in the selection process. The evaluation criteria included the candidate’s capabilities to (i) build business strategy and execute the Board’s business plan, (ii) develop a diverse top-performing leadership team and workforce, and (iii) efficiently use AT&T’s capital and assets. Mr. Stankey demonstrated his abilities while serving in various AT&T leadership roles; this successful experience was critical to the Board’s selection of him to serve as CEO. In conjunction with his July 1 promotion, and in light of his new responsibilities, the Committee adjusted Mr. Stankey’s compensation to better align his pay to his CEO peer group.

 

With Mr. Stankey’s promotion, the Board conducted an extensive candidate search to fill the WarnerMedia CEO position, and Jason Kilar was selected to serve in that role as of May 1, 2020. The Board sought a leader to shepherd WarnerMedia through an evolving media and entertainment landscape and integrate WarnerMedia’s legacy operating units. As CEO of Hulu, Mr. Kilar was instrumental in the development of that company’s streaming entertainment service, and he brings a unique expertise to AT&T’s valuable media and entertainment operations. To attract Mr. Kilar and to provide an incentive for him to create stockholder value and to remain with the Company, the Committee offered a competitive annual total target compensation package with a heavier mix of stock-based awards to align with stockholders and the Company’s long-term pay philosophy. The Committee, with the advice of its compensation consultant, implemented a pay structure comprised of $2,500,000 base salary and $2,500,000 annual short-term incentive target. Consistent with pay practices for key senior leadership talent in the media and technology industry, the Committee approved for Mr. Kilar Restricted Stock Units valued at $48,000,000 (see description in SCT) that vest and distribute over a four-year period, reflecting the Committee’s intent to approximate long-term grants of $12,000,000 per year over four years. The Committee does not expect to grant Mr. Kilar additional long-term awards that would vest during such four-year period.

 

  

 

 

41,42,48    

 

51, 55    

 

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

 

      
  

OUR PURPOSE

 

WE CREATE CONNECTION – WITH EACH OTHER, WITH WHAT PEOPLE AND BUSINESSES NEED TO THRIVE EVERY DAY, AND WITH THE STORIES AND EXPERIENCES THAT MATTER.

     

OUR VALUES

 

LIVE TRUE. THINK BIG. PURSUE EXCELLENCE. INSPIRE IMAGINATION.

 

BE THERE. STAND FOR EQUALITY. EMBRACE FREEDOM. MAKE A DIFFERENCE.

 

Aligned to our purpose of creating connection, AT&T has three areas of market focus. First, we are a broadband connectivity provider with high-capacity broadband networks (fiber and wireless) that connect people and businesses and form the foundation for how we live our daily lives. Second, we are a software-based entertainment provider via HBO Max, which gives us the opportunity to have a relationship with a majority of U.S. households. And, third, we create and tell stories shared on our platforms to drive direct customer engagement and insights and create emotional attachments that can result in long-lasting customer loyalty. Bottom line, we are extremely well positioned for the future of connectivity and content.

 

 

2020 CORPORATE / CONSOLIDATED ACCOMPLISHMENTS1

 

•  Cash from operations of $43.1 billion with free cash flow of $27.5 billion2

  

•  Capital expenditures of $15.7 billion, and gross capital investment of $19.7 billion4

•  Total dividend payout ratio of 54.5%3

  

•  Fortune Most Admired—#1 in telecom

 

 

OPERATIONAL ACCOMPLISHMENTS

 

 

 

Broadband connectivity. More than 1 million fiber net additions for the second year in a row; achieved nationwide 5G coverage; nation’s fastest 5G wireless network and fastest network in the nation5; 1.5 million wireless postpaid phone net additions – more than twice as many as in 2018 and 2019 combined; continued FirstNet growth with nearly 2 million connections across more than 15,000 agencies in service, up from more than 1 million connections at the end of 2019.

 

 

 

Software-based entertainment. Launched HBO Max direct-to-consumer streaming platform and AT&T TV next generation premium live and on-demand video service; ended the year with more than 41 million domestic HBO Max/HBO subscribers, two years ahead of our initial forecast.

 

 

 

Create and tell stories. WarnerMedia received 38 Primetime Emmy® Awards, including Outstanding Drama Series (Succession); Outstanding Limited Series (Watchmen); Outstanding Variety Talk Series (Last Week Tonight with John Oliver); Outstanding Television Movie (Bad Education); and Outstanding Documentary or Nonfiction Special (The Apollo). CNN had its most-watched year ever, and cnn.com was the world’s most accessed digital news outlet. WarnerMedia’s cable networks reach an average of nearly 170 million people across the U.S. each month.

 

1

See Annex A for reconciliation of non-GAAP results.

2

Free cash flow is cash from operating activities minus capital expenditures.

 

3

Free cash flow dividend payout ratio is total dividends paid divided by free cash flow. For 2020, dividends paid totaled $15.0 billion.

 

4

Gross capital investment includes capital expenditures and cash payments for vendor financing and excludes FirstNet reimbursements. In 2020, gross capital

 

investment included $3.0 billion in vendor financing payments and excluded $1.1 billion of FirstNet reimbursements.

 

5

Fastest 5G network based on AT&T analysis of Ookla® of Speedtest Intelligence® data median 5G download speeds for Q4 2020. Fastest network based on analysis by Ookla® of Speedtest Intelligence® data of average download speeds for Q1, Q2, Q3 and Q4 2019, and median download speeds for Q1, Q2, Q3 and Q4 2020. Ookla trademarks used under license and reprinted with permission.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

DECISION MAKING FRAMEWORK

ROLE OF THE HUMAN RESOURCES COMMITTEE

The Committee oversees the compensation and benefits program for our senior executives on behalf of the Board of Directors. The Committee is composed entirely of independent Directors. Its current members are Ms. Mooney (Chairman), Mr. Ford, Mr. McCallister, Mr. Rose, and Mr. Yang. The Committee’s charter is available on our website at www.att.com. The Committee is responsible for:

 

Compensation-Related Tasks

 

      

Organizational Tasks

 

•  Determining the compensation for our Executive Officers, including salary and short- and long-term incentive opportunities;

•  Reviewing, approving, and administering our executive compensation plans, including our stock plans;

•  Establishing performance objectives under our short- and long-term incentive compensation plans;

•  Determining the attainment of performance objectives and the resulting awards to be made to our Executive Officers;

•  Evaluating Executive Officer compensation practices to ensure that they remain equitable and competitive; and

•  Approving employee benefit plans.

 

     

•  Evaluating the performance of the CEO;

 

•  Reviewing the performance and capabilities of other Executive Officers, based on input from the CEO; and

 

•  Reviewing succession planning for Executive Officer positions including the CEO’s position.

2020 GUIDING PAY PRINCIPLES

The Committee has established the following guiding pay principles as the pillars of our compensation and benefits program for 2020. It evaluates changes to our program in light of these goals and the Company’s strategic objectives.

 

 

LOGO

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

LOGO

 

PAY GOVERNANCE

Our Committee designs our compensation and benefits program around the following market-leading practices:

 

OUR PRACTICES  WHAT WE DON’T DO

  Pay for Performance: Tie compensation to performance by setting clear and challenging performance metrics/goals, including stock price performance for long-term compensation.

 

 Multiple Performance Metrics and Time Horizons: Use multiple performance metrics and multi-year vesting timeframes to balance short- and long-term focus.

 

 Stock Ownership and Holding Period Requirements: NEOs must comply with common stock ownership guidelines and hold the equivalent of 25% of post-2015 stock award distributions until termination of employment.

 

 Regular Engagement with Stockholders: We regularly engage with stockholders to seek input regarding executive compensation matters.

 

 Dividend Equivalents: Paid at the end of the performance period on earned Performance Shares.

 

 Compensation-Related Risk Review: Performed annually to confirm that our programs do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on the Company.

 

 Clawback Policy: Provides for the recovery of previously paid executive compensation for any fraudulent or illegal conduct.

 

 Severance Policy: Limits payments to 2.99 times salary and target bonus.

 

  

û  No “Single Trigger” Change in Control Provisions: No accelerated vesting of equity awards upon a change in control.

 

 

û   No Tax Gross-Ups, except in extenuating circumstances.

 

 

û  No Repricing or Buy-Out of underwater stock options.

 

 

û   No Hedging or Short Sales of AT&T stock or stock-based awards.

 

 

û  No Supplemental Executive Retirement Benefits for officers promoted/hired after 2008.

 

 

û   No Guaranteed Bonuses.

 

 

û   No Excessive Dilution: As of April 30, 2020, our total dilution was less than 1% of outstanding stock.

STOCKHOLDER ENGAGEMENT

We engage in annual dialogue with our stockholders to review how our compensation and benefits program supports our long-term strategic objectives and obtain feedback. The Committee considers feedback from this outreach when evaluating any potential changes to our program. Our stockholders have continued their support of our program with 87.8% of votes cast for approval of the “say on pay” proposal at the 2020 Annual Meeting of Stockholders.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

COMPENSATION ELEMENTS AND PAY DETERMINATION

ELEMENTS OF 2020 COMPENSATION

Stockholders’ interests are best represented by a compensation program that is properly structured to attract, retain, and motivate our executives to lead the Company effectively. Our program contains various elements, each designed for a different purpose, with the overarching goal of encouraging a high level of sustainable individual and Company performance well into the future:

 

 

   

 

FOCUS ON CURRENT YEAR PERFORMANCE

 

 

SALARY AND SHORT-

TERM INCENTIVES

   

 

FOCUS ON MULTI-YEAR

PERFORMANCE

 

 

LONG-TERM INCENTIVES:

PERFORMANCE SHARES

and/or RESTRICTED STOCK UNITS

 

 +    

 

FOCUS ON ATTRACTION & RETENTION

 

 

RETIREMENT, DEFERRAL/
SAVINGS PLANS, BENEFITS,
AND PERSONAL BENEFITS

 

The chart below more fully describes the elements of total direct compensation and their link to our business and talent strategies.

 

   Reward Element     Form     Link to Business and Talent Strategies
       
    

 

Cash

 

   

 

•  Provides current compensation for the day-to-day responsibilities of the position.

 

FIXED PAY

 

 

Base Salary

 

   

A portion may be contributed to the Company’s deferral plans.

 

   

 

•  Current pay level recognizes experience, skill, and performance, with the goal of being market competitive.

 

•  Future adjustments may be based on individual performance, pay relative to other executives, and/or pay relative to market.

             
       
 

Short-Term Incentives

   

 

Cash

 

   

 

•  Aligns pay with the achievement of short-term Company or business unit objectives.

 

AT RISK PAY

   

A portion may be contributed to the Company’s deferral plans.

   

 

•  Payouts are based on achievement of predetermined goals, with potential for adjustment (up or down) by the Committee to align pay with performance.

 

       
 

Long-Term Incentives

   

 

Common Stock

 

 

   

 

•  Motivates and rewards the achievement of long-term Company objectives.

 

•  Aligns executive and stockholder interests.

   

Performance Shares

Restricted Stock Units

 

  
             

 

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

LOGO

 

DETERMINING 2020 TARGET COMPENSATION

The Committee uses market data as the starting point for determining Executive Officer compensation. The independent consultant compiles data from peer companies using both proxy data and third-party compensation surveys.

How the peer groups were chosen

The Committee evaluated compensation against the Corporate Peer Group, or a particular subset thereof, based on the responsibilities of each executive’s role.

The Corporate Peer Group was based on a recommendation from the independent consultant to ensure the peer group achieves the following:

 

 

Acknowledges AT&T’s strategic business mix by including 14 large telecom, media and technology companies,

 

Scale and business complexity represented by five large general industry companies with complex organizational structures, global operations, and/or diversified product lines, and

 

Includes three entertainment companies reported as direct competitors of the WarnerMedia business.

The Committee used the Corporate Peer Group for the corporate roles of CEO, CFO and General Counsel. Mr. Stankey’s position while he served as COO was evaluated against a subset of the Corporate Peer Group where roles matched the COO responsibilities. Similarly, because of the significant scope of Mr. McElfresh’s position, his compensation was evaluated relative to a subset comprised of companies that closely resemble the scale and scope of AT&T Communications. Lastly, Mr. Kilar’s compensation was evaluated against a specific peer group to recognize pay practices in the media and technology industries.

 

                      
 
   

PEER COMPANIES

 
   

CEO, CFO,

& GENERAL COUNSEL

 

 

COO

 

CEO, AT&T

COMMUNICATIONS

 CEO,
        WARNERMEDIA        
          
 

LOGO

 

Alphabet

Amazon

Apple

Charter

Cisco

Comcast

IBM

  

Intel

Microsoft

Oracle

Sprint

T-Mobile

Verizon

Walt Disney

 

Apple

Charter

Cisco

Comcast

IBM

 

Intel

Oracle

Sprint

T-Mobile

Verizon

 

Apple

Charter

Cisco

Comcast

 

Intel

Sprint

T-Mobile

Verizon

 

Amazon

Comcast

 

LOGO

 

 

Boeing

Chevron

Exxon

GE

Wal-Mart

   

 

Chevron

Wal-Mart

  

 

Chevron

Exxon

GE

Wal-Mart

  

 

 

LOGO

 

 

CBS Corp

Fox Corp

Viacom

   

 

 

 

CBS Corp

Fox Corp

  

 

 

 

 

 

AMC Networks

CBS Corp

Discovery Comm

Fox Corp

Lions Gate Ent.

Netflix

  

 

The Corporate Peer Group companies are used to determine our relative performance for the 2020 Performance Share grant for NEOs.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

 

The Committee’s Process for Establishing 2020 Target Compensation

The Committee’s consultant reviewed market data from the applicable peer groups with members of management and the CEO (for Executive Officers other than himself) to confirm job matches and scoping of market data based on the relative value of each position and differences in responsibilities between jobs at AT&T and those in the applicable peer group. After completing this review, the consultant presented the market data to the Committee.

The Committee used the market data and the CEO’s compensation recommendations for the other Executive Officers and then applied its judgment and experience to set Executive Officer target compensation. While the Committee does consider peer group compensation information when setting executive compensation, it does not believe it appropriate to establish compensation amounts based solely on this data. The Committee believes that compensation decisions are multi-dimensional and require consideration of additional factors, including market competition for the position and the executive’s:

 

-

experience, performance, and contributions;

-

long-term potential; and

-

leadership.

2020 Target Pay Mix

The Committee designs the executive compensation program to include at-risk pay. It uses a mix of incentive awards and stock-based compensation to tie the interests of our executives to those of our stockholders. The following charts depict the mix of target compensation for Mr. Stankey and the average for the other NEOs. Mr. Stephenson’s compensation was excluded and Mr. Kilar’s RSU grant was annualized for the “Other NEOs” chart.

When Mr. Stankey was appointed CEO, the Committee reevaluated his compensation mix and elected to (i) decrease his salary and short-term target award and (ii) increase his long-term compensation. These changes are intended to further align his long-term interests with the interest of stockholders.

2020 TARGET PAY MIX

 

 

LOGO

*Including Stock Price Performance

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

LOGO

 

HOW NEOs WERE PAID FOR PERFORMANCE IN 2020

2020 Short-Term Incentive Awards – Attainment and Payouts

At the beginning of 2020, before the COVID-19 pandemic, the Committee established performance metrics applicable to payment of 2020 short-term awards. These metrics were chosen for their link to our corporate strategy and were structured to reflect the responsibilities of each officer. Messrs. McElfresh and Kilar were measured primarily on metrics applicable to their respective segments, while metrics for corporate officers were based on company-wide results.

Performance metrics (and weightings) for Messrs. Stankey, Stephenson, Stephens and McAtee were Earnings Per Share (80%) and Free Cash Flow (20%). Mr. McElfresh’s metrics were AT&T Communications Operating Contribution (80%) and corporate Free Cash Flow (20%). In addition, if revenue growth metrics for corporate officers or AT&T Communications officers, respectively, were attained, an additional 15% of the target awards could be earned. Mr. Kilar’s metrics were WarnerMedia Free Cash Flow (20%), WarnerMedia Operating Contribution (30%), a qualitative award for his success in the Direct-to-Consumer Strategy (30%) and his Individual Performance (20%).

The global COVID-19 pandemic had an unexpected effect on the Company’s results in 2020. While the Company fully achieved its Free Cash Flow metrics, the pandemic negatively impacted revenues across all businesses, particularly affecting WarnerMedia and domestic wireless service revenues, which reflected significantly lower international roaming revenues. COVID-19 contributed to lower content licensing and advertising revenues at WarnerMedia. Wireless retail distribution was impacted by temporary store closings, many of which were mandated by local authorities, and by safety protocols that limited the number of people in stores that remained open. As a result of the restrictions, we transformed our distribution model to accommodate how customers want to interact with us, for example, by increasing online transactions.

In response to the pandemic and to account for its effects on our operations, performance goals for our managers other than our executive officers were reset. The Company set a fixed payout of 80% of the target award for the first half of the year for managers in all business units and established new performance goals for the second half of the year. Under the new performance goals our managers below executive officer earned performance bonuses ranging from 85% to 100% of target.

The Committee decided to wait until the end of the year to determine whether and how to adjust metrics for executive officers. In addition, Mr. Stankey, who became CEO on July 1, requested a 50% reduction of his salary for the period he was CEO and, for his 2020 short-term award, a limit of 50% of his annual target. Mr. Stephenson, who became Executive Chairman on July 1, likewise requested a relinquishment of his salary for the second half of 2020 and a 50% reduction in any short-term award that was approved by the Committee.

In January 2021, the Committee met to determine the payout of the 2020 short-term awards for the Named Executive Officers. Corporate Free Cash Flow attainment was 100%, Earnings Per Share attainment was 78%, AT&T Communications Operating Contribution attainment was 91%, Warner Media Free Cash Flow attainment was 115%, and WarnerMedia Operating Contribution attainment was 73%. Each performance metric has an associated payout table based on attainment, and payouts range from 150% of target (110% attainment) down to 30% of target (82% attainment), with no payout below that. Revenue growth metrics, which would provide an additional 15% of a target award, were not attained. As a result, Mr. McElfresh earned a 57% payout, Mr. Kilar earned a 60% payout before consideration of his qualitative metrics, and the other NEOs earned 20% payouts.

The Committee recognized that the original assumptions and performance goals for the 2020 awards were no longer relevant in light of the global pandemic. The Committee recognized that, notwithstanding the pandemic, the Company did have many successes in 2020, including the expansion of broadband connectivity, nationwide 5G deployment, the best full-year postpaid phone net adds in a decade, and HBO and HBO Max subscribers exceeding their target. The Committee recognized that our executive officers executed on the Company’s strategy and operated effectively as a team in a challenging environment, putting forth extraordinary efforts on behalf of the Company. As a result, the Committee decided to compensate the executive officers as a team and

 

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exercised its discretion to grant a payout of 75% of the target award for each NEO, except for Messrs. Stankey and Stephenson, whose requests to limit their compensation were considered and approved. As a result, Messrs. Stankey and Stephenson received payouts of 50% and 37.5% respectively. By comparison, based on the mid-year adjustments to their performance goals, all of our managers below executive officer earned performance bonuses ranging from 85%—100% of target, which provided them with higher payout percentages than our NEOs.

Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2020 or Early 2021

Following is a description of the long-term awards our NEOs (other than Mr. Kilar) received:

 

Form of Award 

Performance/Restriction Period

and Metrics

  Description

 

 

Performance Shares

Granted in 2018

 

75% of 2018 Long-Term Award

 

 

3-year performance period

(2018-2020)

 

Performance metrics:

 

–  100% ROIC

 

–  Relative TSR payout modifier*

 

Payout value based on combination of performance attainment and common stock price performance.

  

 

–  Each Performance Share is equal in value to a share of common stock, which causes the value of the award to fluctuate directly with changes in our stock price over the performance period.

 

–  Performance Shares are paid 66% in cash and 34% in common stock. The amount of cash to be paid is based on our stock price on the date the award payout is approved.

 

–  Awards are based on a 3-year performance period and maximize both short- and long-term performance. The impact of a single year’s performance is felt in each of the three Performance Share grants outstanding at any given time, so that strong performance must be sustained every year in order to provide favorable payouts.

 

–  Dividend equivalents are paid at the end of the performance period, based on the number of Performance Shares earned.

 

 

RSUs Granted in 2017

 

25% of 2017 Long-Term Award

 

 

4-year restriction period

 

Payout value based on common stock price performance.

  

 

RSUs pay in common stock at the end of the restriction period, regardless of whether they vest earlier. RSUs vest 100% after four years or upon retirement eligibility, whichever occurs earlier. Dividend equivalents are paid quarterly in cash on the number of shares outstanding.

 

 

*

Not applicable to Mr. McElfresh’s 2018 Performance Shares because he was not an Executive Officer at the time of the grant.

 

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LOGO

 

ROIC Payout Table and Actual Performance Attainment – 2018-2020 Performance Period

 

Determination of Performance Goal

 

Performance Below Target Range

 

We established a ROIC performance target range of 6.50% to 7.50% at the beginning of the 3-year performance period. This target range does not reward or penalize Executive Officers for performance achievement within close proximity to the midpoint of the range. The lower end of the performance target range was set so that it exceeded our internally calculated weighted average cost of capital (determined, in part, based on input from banks) by 100 basis points, ensuring a reasonable return is delivered to stockholders before Executive Officers are eligible for full payout of their target award. We calculate ROIC by taking our annual reported net income minus minority interest and adding after-tax interest expense and dividing that result by the total of the average debt and average stockholder equity for the relevant year, subject to adjustments. The ROIC for each year is then averaged over the 3-year performance period to determine the final performance.

Achievement below the target range results in decreasing levels of award payout. No payout is earned if less than 62% of the performance target range is achieved.

Performance Within Target Range

100% payout if performance falls within the target range.

Performance Above Target Range

Maximum payout of 150% is earned if 157% or more of the performance target range is achieved. Achievement above the target range provides for higher levels of award payout, up to the maximum payout.

 

 

Actual Performance

After conclusion of the performance period, the Committee determined (using the 2018 ROIC payout table summarized on the next page) that we achieved ROIC of 8.4%, which was above the target range, and 290 basis points above the weighted average cost of capital we established based on input from banks. As a result, the Committee directed that 105% of the related Performance Shares be distributed in accordance with the payout table as follows (before applying the TSR modifier, as discussed on the next page).

 

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LOGO

Relative TSR Payout Modifier - Payout Table and Actual Performance

The following chart shows the payout table and actual performance for the relative TSR modifier applicable to the 2018 Performance Share grant:

 

 

Relative TSR Payout Modifier
(2018 - 2020 Performance Period)
    

 

AT&T Return vs. Peer Group

  

 

Payout Modifier

  

Top Quartile

  

Add 10 percentage points to

final ROIC payout percentage

 

Our 3-year TSR

of -11% ranks

us at the 22nd

percentile of the

peer group

 

 

 

LOGO   

 

 

 

Quartile 2

  

No adjustment to

ROIC payout percentage

 

Quartile 3

 

 

 

 

Bottom Quartile

  

Subtract 10 percentage points

from final ROIC payout percentage

 

TSR was measured relative to the peer group shown below. This peer group was established at the time of grant; these companies were removed due to acquisitions: 21st Century Fox, CBS, Sprint and Viacom.

 

 

TSR Peer Group for 2018 Performance Share Grant

Alphabet

 

Charter

 

Exxon

 

Microsoft

 

Verizon

Amazon

 

Chevron

 

GE

 

Oracle

 

Walt Disney

Apple

 

Cisco

 

IBM

 

T-Mobile US

 

Wal-Mart

Boeing

 

Comcast

 

Intel

    

 

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Percent of Grant Value Realized

2018-2020 Performance Share Grant

Based on the combined ROIC and relative TSR performance attainment, the Committee directed that 95% of the Performance Shares be distributed. After the impact of common stock price performance over the 3-year performance period, our NEOs received 70% of the original 2018 Performance Share grant value (without regard to any supplemental grants), as follows:

2018-2020 Performance Share Grant

 

LOGO

    95% payout

 

1 

Closing common stock prices: $39.16 on the 2/1/2018 grant date and $28.80 on the 1/28/2021 payout approval date.

2017 RSU Grant

After the impact of common stock price performance over the 4-year restriction period, our NEOs received 71% of the original 2017 RSU grant value, as follows:

2017 RSU Grant

 

 

LOGO

 

2 

Closing common stock prices: $41.77 on the 1/26/2017 grant date and $29.75 on 1/26/2021, the last date of the restriction period.

REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

We believe it’s difficult to understand the impact of our Committee’s pay-for-performance philosophy without an explanation of the compensation that our NEOs actually received (“realized compensation”) relative to their original pay targets (“target compensation”). The primary difference between realized and target compensation is stock price performance and achievement against pre-established performance goals under our short- and long- term incentive plans. In the preceding sections we detailed our incentive award payouts. The following charts summarize the impact of these payouts on each NEO’s total realized compensation for 2020. Note that the realized long-term values shown below do not align to what is reported in the Summary Compensation Table (SCT) because the SCT reflects long-term grant values for 2020 whereas realized compensation shown below includes long-term distribution values of awards with performance/restriction periods ending in 2020 or early 2021.

 

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John Stankey

Chief Executive Officer

          LOGO

 

 

John Stankey was appointed Chief Executive Officer in 2020, after serving as President and COO of AT&T Inc. During his 35-year career with the Company, he has held various leadership positions, including CEO-WarnerMedia; CEO-AT&T Entertainment Group; Chief Strategy Officer; President and CEO of AT&T Business Solutions; and President and CEO of AT&T Operations.

New Role

 

Upon Mr. Stankey’s appointment to CEO, the Committee adjusted his total compensation by decreasing his base salary and short-term target incentive (details below) and increasing his long-term incentive award with a $4,000,000 supplemental grant comprised of 75% Performance Shares and 25% Restricted Stock Units. This change was intended to further align his long-term interests with those of stockholders.

 

In response to the year’s economic stress, Mr. Stankey requested, and the Committee approved, a reduction of his compensation for 2020 (details below).

 

2020 Realized Compensation

Element of

Compensation

 Compensation Amount Rationale

2020 Base Salary

 

 

$2,050,000

 

 

 

Mr. Stankey’s annual salary was adjusted from $2,900,000 to $2,400,000 upon his promotion to CEO in July 2020. This adjustment was made to focus his pay more toward long-term incentive compensation.

 

In response to the unprecedented uncertainty and global economic stress impacting society, including AT&T stockholders and employees, Mr. Stankey requested, and the Committee approved, a 50% reduction of his CEO salary from July 1 to December, 31, 2020. Therefore, Mr. Stankey’s salary for this period is $600,000. The forgone salary will not be made up or reimbursed.

 

2020 STIP

 

 

Target Award = $6,500,000

 

Final Award Paid = $3,250,000

 

50% of target award value realized

 

 

Mr. Stankey’s target STIP was adjusted from an annual target of $7,400,000 to $5,600,000 upon his promotion to CEO in July 2020. This adjustment was made to focus his pay more toward long-term incentive compensation.

 

Mr. Stankey requested, and the Committee approved, that his STIP be capped at 50% of his annual target. His STIP payout was therefore 50%. The forgone target bonus amount will not be made up or reimbursed.

 

Performance Share Payout

 

75% of 2018 Long-Term Award

 

(2018-2020 Performance

Period)

 

 

 

Target Award = $5,531,250

 

Final Award Paid = $3,880,058

 

70% of grant value realized

 

 

Mr. Stankey’s performance share payout was based on:

 

•  A formulaic payout of 105% of the 141,815 shares granted, based on the Company’s performance achievement for ROIC and 10% subtracted for the relative TSR modifier, plus

•  The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned, including the 2018 supplemental grant.

 

Performance Shares were paid in 66% cash and 34% common stock.

 

RSU Payout

 

25% of 2017 Long-Term Award

 

(2017 Grant)

 

 

Target Award = $1,750,000

 

41,896 shares paid;

valued at $1,246,406

 

71% of grant value realized

 

 

The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%.

 

RSUs were paid in common stock.

Total Realized Compensation

 

 $10,426,464  

 

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Randall Stephenson

Executive Chairman

          LOGO

 

 

Randall Stephenson was appointed to the position of Executive Chairman effective July 2020. Prior to that appointment, he served as Chairman of the Board and Chief Executive Officer. Throughout his 38 years at AT&T, he held a variety of high-level finance, operational, and marketing positions, including serving as Chief Operating Officer from 2004 to 2007, and as Chief Financial Officer from 2001 to 2004. He began his career with the Company in 1982. Mr. Stephenson retired on January 21, 2021.

 

New Role

 

Upon his appointment to Executive Chairman, the Committee made no adjustments to Mr. Stephenson’s compensation.

 

In response to the impact of COVID-19, Mr. Stephenson requested, and the Committee approved, a reduction of his 2020 compensation (details below).

 

2020 Realized Compensation

Element of
Compensation
 Compensation Amount Rationale

2020 Base Salary

 

 

$900,000

 

 

Mr. Stephenson’s salary for 2020 was $1,800,000 (unchanged from 2019).

 

In response to the economic uncertainty caused by the significant impact of COVID-19, Mr. Stephenson requested, and the Committee approved, the relinquishment of this salary for the period of July 1 through December 31, 2020. Therefore, he did not receive a salary for this period. The forgone salary will not be made up or reimbursed.

 

2020 STIP

 

 

Target Award = $6,000,000

 

Final Award Paid = $2,250,000

 

37.5% of target award value realized

 

 

Mr. Stephenson’s target STIP was not adjusted in 2020.

 

Mr. Stephenson requested, and the Committee approved, that his STIP payout be limited to 50% of the amount otherwise established by the Committee. His STIP payout was therefore 37.5% of target, or one-half of the 75% established by the Committee for executive officers. The forgone STIP will not be made up or reimbursed.

 

Performance Share Payout

 

75% of 2018 Long-Term Award

 

(2018-2020 Performance Period)

 

 

 

Target Award = $13,725,000

 

Final Award Paid = $9,589,270

 

70% of grant value realized

 

Mr. Stephenson’s performance share payout was based on:

 

•  A formulaic payout of 105% of the 350,485 shares granted, based on the Company’s performance achievement for ROIC and 10% subtracted for the relative TSR modifier, plus

•  The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned.

 

Performance Shares were paid in 66% cash and 34% common stock.

 

RSU Payout

 

25% of 2017 Long-Term Award

 

(2017 Grant)

 

 

Target Award = $4,175,000

 

99,952 shares paid;

valued at $2,973,572

 

71% of grant value realized

 

 

 

The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%.

 

RSUs were paid in common stock.

Total Realized Compensation

 

 $15,712,842  

 

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John Stephens

Senior Executive Vice President and Chief Financial Officer

          LOGO

 

 

John Stephens has 28 years of service with the Company. Mr. Stephens was appointed Chief Financial Officer in 2011. He has responsibility for financial planning, corporate development, accounting, tax, auditing, treasury, investor relations, and corporate real estate. Prior to his current position, Mr. Stephens held a series of successive positions in the finance department. Before joining the Company, Mr. Stephens held a variety of roles in public accounting.

 

2020 Realized Compensation

Element of
Compensation
 Compensation Amount Rationale

2020 Base Salary

 

 

$1,145,833

 

 

Mr. Stephens received a 2% salary increase from $1,125,000 to $1,150,000 in March 2020.

 

2020 STIP

 

 

Target Award = $2,700,000

 

Final Award Paid = $2,275,000

 

84% of target award value realized

 

 

Mr. Stephens’ target STIP was increased 3% to $2,700,000 in 2020.

 

Mr. Stephens’ STIP payout was 75% of his target award. The Committee awarded an additional $250,000 for his individual accomplishments including (i) strategically monetizing non-core assets and investing capital effectively and (ii) refinancing debt to reshape AT&T’s balance sheet with a lower cost of capital and longer, smoother maturity profile.

 

Performance Share Payout

 

75% of 2018 Long-Term Award

 

(2018-2020 Performance Period)

 

 

 

Target Award = $6,750,000

 

Final Award Paid = $4,933,610

 

73% of grant value realized

 

 

Mr. Stephens’ performance share payout was based on:

•  A formulaic payout of 105% of the 180,322 shares granted, based on the Company’s performance achievement for ROIC and 10% subtracted for the relative TSR modifier, plus

•  The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned, including the 2018 supplemental grant.

 

Performance Shares were paid in 66% cash and 34% common stock.

 

RSU Payout

 

25% of 2017 Long-Term Award

 

(2017 Grant)

 

 

Target Award = $1,750,000

 

41,896 shares paid;

valued at $1,246,406

 

71% of grant value realized

 

 

 

The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%.

 

RSUs were paid in common stock.

 

Total Realized Compensation

 

 $9,600,849  

 

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Jason Kilar

CEO-WarnerMedia, LLC

          LOGO

 

 

Jason Kilar was hired as CEO-WarnerMedia in May 2020 to lead the world’s largest TV and film studio, the Company’s news outlets and the new streaming platform HBO Max. As a seasoned media, entertainment, and technology executive he served as the founding CEO of Hulu from 2007 to 2013 and held several leadership positions at Amazon from 1997 to 2006. He is a former board member at DreamWorks Animation and Univision Communications.

 

New Leadership

 

The Board sought the best talent available to lead WarnerMedia, and Mr. Kilar, with his experience at Hulu and Amazon, among other companies, brings a broad range of expertise in managing a media business. As CEO of WarnerMedia, Mr. Kilar was charged with overseeing a reorganization to realize synergies and help WarnerMedia operate more nimbly in the current media landscape. He also led the successful launch of AT&T’s HBO Max streaming platform, a key element of AT&T’s software-based entertainment strategy.

 

Consistent with common compensation practices in the media and technology industry, Mr. Kilar’s compensation is structured differently than executive pay in other industries, including AT&T’s communications businesses. The table below depicts the approximate annual value of the total target compensation for Mr. Kilar, taking into account that the $48,000,000 (see SCT for description) of Restricted Stock Units approved by the Committee will vest each year over the four-year period.

 

 

Annual Target Compensation

Base Salary  Short-Term Target           Restricted Stock Units*           Total Annual Compensation         
(approximate)          

$2,500,000

  

$2,500,000          

  

$12,000,000          

  

$17,000,000          

 

*Approximateannual value for the period 2021 – 2024

 

 

2020 Realized Compensation

Element of
Compensation
 Compensation Amount Rationale

2020 Base Salary

 

 

$1,666,667

 

 

Mr. Kilar’s salary is $2,500,000 for 2020.

 

2020 STIP

 

Target Award = $1,673,497

 

Final Award Paid = $1,255,123

 

75% of target award value realized

 

 

Mr. Kilar’s STIP target is $2,500,000 in 2020.

 

Mr. Kilar’s STIP payout was 75% of his target award, prorated for the period worked from May 1, 2020 – December 31, 2020.

 

RSU Grant

 

Mr. Kilar did not receive a long-term distribution in 2020 because he was hired in May. Details of his 2020 long-term incentive grant upon hire are described in the 2020 Long-Term Grants section.

 

Total Realized Compensation

 

 $2,921,790  

 

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David McAtee

Senior Executive Vice President and General Counsel

          LOGO

 

 

David McAtee has served as AT&T’s General Counsel since 2015. He has responsibility for all legal matters affecting AT&T, including the Company’s litigation, regulatory matters, and administrative matters before various judicial and regulatory bodies, as well as all merger agreements, dispositions of non-strategic assets, commercial agreements, and labor contracts. Mr. McAtee joined the Company in 2012 after 18 years in government and private practice.

 

Retention

 

As General Counsel, Mr. McAtee provides great value to the Company. He has deep legal expertise, particularly with antitrust actions, having successfully defended the challenge by the U.S. Department of Justice to AT&T’s acquisition of Time Warner. To retain Mr. McAtee’s services and in recognition of the value he brings to the Company, the Committee awarded a career retention grant to Mr. McAtee of Restricted Stock Units valued at $9,000,000 under the 2018 Incentive Plan, vesting ten years after the grant date (details in the 2020 Long-Term Grants section). This grant did not contribute to Mr. McAtee’s realized pay in 2020.

 

 

2020 Realized Compensation

Element of
Compensation
 Compensation Amount Rationale

2020 Base Salary

 

 

$1,295,833

 

 

Mr. McAtee received a 2% base salary increase from $1,275,000 to $1,300,000 in March 2020.

 

2020 STIP

 

 

Target Award = $2,350,000

 

Final Award Paid = $1,762,500

 

75% of target award value realized

 

 

Mr. McAtee’s target STIP was increased 2% to $2,350,000 in 2020.

 

Mr. McAtee’s STIP payout was 75% of his target award.

 

Performance Share Payout

 

75% of 2018 Long-Term Award

 

(2018-2020 Performance Period)

 

 

 

Target Award = $3,750,000

 

Final Award Paid = $2,719,475

 

73% of grant value realized

 

 

Mr. McAtee’s Performance Share payout was based on:

•  A formulaic payout of 105% of the 99,396 shares granted, based on the Company’s performance achievement for ROIC and 10% subtracted for the relative TSR modifier, plus

•  The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned, including the 2018 supplemental grant.

 

Performance Shares were paid in 66% cash and 34% common stock.

 

RSU Payout

 

25% of 2017 Long-Term Award

 

(2017 Grant)

 

 

Target Award = $925,000

 

22,145 shares paid;

valued at $658,814

 

71% of grant value realized

 

 

 

The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%.

 

RSUs were paid in common stock.

 

Total Realized Compensation

 

 $6,436,622  

 

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LOGO

 

Jeff McElfresh

CEO, AT&T Communications, LLC

          LOGO

 

 

Jeff McElfresh joined the Company in 1995, and was appointed CEO of AT&T Communications, LLC, in October 2019. He is responsible for AT&T Communications’ consumer, business, and technology and operations groups, which provide mobile, broadband, and video services to U.S. consumers and nearly 3 million businesses. He previously served as President-Technology and Operations for AT&T Communications, LLC, and as CEO of Vrio Corp, the Company’s pay-TV business in Latin America.

 

2020 Realized Compensation

Element of
Compensation
 Compensation Amount Rationale

2020 Base Salary

 

 

$850,000

 

 

Mr. McElfresh’s salary did not increase in 2020.

 

2020 STIP

 

 

Target Award = $1,850,000

 

Final Award Paid = $1,587,500

 

86% of target award value realized

 

 

Mr. McElfresh’s target STIP did not increase in 2020.

 

Mr. McElfresh’s STIP payout was 75% of his target award. The Committee awarded an additional $200,000 for his individual accomplishments including (i) the Company’s best postpaid market performance in ten years, (ii) the successful nationwide rollout of 5G, and maintaining the Company’s position as the industry’s fastest network, and (iii) restructuring distribution to improve effectiveness and rationalized costs.

 

Performance Share Payout

 

75% of 2018 Long-Term Award

 

(2018-2020 Performance Period)

 

 

 

Target Award = $729,750

 

Final Award Paid = $605,223

 

83% of grant value realized

 

 

Mr. McElfresh’s performance share payout was based on:

•  A formulaic payout of 105% of the 20,014 shares granted, based on the Company’s performance achievement for ROIC (and no adjustment for the TSR modifier since he was not an executive officer when this award was granted), plus

•  The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned, including the 2018 supplemental grant.

 

Performance Shares were paid in 66% cash and 34% common stock.

 

RSU Payout

 

25% of 2017 Long-Term Award

 

(2017 Grant)

 

 

Target Award = $153,750

 

3,681 shares paid;

valued at $109,510

 

71% of grant value realized

 

 

 

The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%.

 

RSUs were paid in common stock.

 

Total Realized Compensation

 

 $3,152,233  

 

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2020 LONG-TERM GRANTS

In 2020, the Committee granted our NEOs long-term awards in the form of:

 

Type of Award  Weight  Performance Metrics Vesting Period
 
 Performance Shares  75%

0% for Mr. Kilar

  

Performance Metric -100% ROIC Relative TSR Payout Modifier

 3-year performance period
 
 RSUs  25%

100% for Mr. Kilar

  

Payout value based on common

stock price performance only

 4-year restriction period

The associated grant values for these awards were:

2020 TARGET LONG-TERM VALUES

 

Name    Performance Shares ($)     RSUs ($)      

John Stankey

    

 

10,125,000

 

    

 

  3,375,000

 

  

Randall Stephenson

    

 

15,750,000

 

    

 

  5,250,000

 

  

John Stephens

    

 

   8,062,500

 

    

 

  2,687,500

 

  

Jason Kilar

    

 

NA

 

    

 

48,000,000

 

  

David McAtee

    

 

  4,012,500

 

    

 

10,337,500

 

  

Jeff McElfresh

    

 

  4,350,000

 

    

 

  1,450,000

 

     

The above table summarizes annual awards of Performance Shares and RSUs approved in 2020, and the following additional awards: supplemental grants to Mr. Stankey—$3,000,000 in Performance Shares and $1,000,000 of RSUs; one-time grant to Mr. Kilar—$48,000,000 of RSUs; and a retention grant to Mr. McAtee—$9,000,000 of RSUs. See SCT for the description of Mr. Kilar’s award approved by the Committee.

2020 PERFORMANCE SHARE GRANTS

The Performance Shares granted in 2020 are for the 2020-2022 performance period. The Committee determined that the Performance Shares would be tied to a ROIC performance metric with a payout modifier based on a comparison of AT&T’s TSR to our Corporate Peer Group.

ROIC Performance Metric

We calculate ROIC for the 2020-2022 performance period by averaging over the three-year performance period: (1) our annual reported net income plus after-tax interest expense minus minority interest, divided by (2) the total of the average debt and average stockholder equity for the relevant year. For mergers and acquisitions activity over $2.0 billion, we exclude the dilutive impacts of intangible amortization, asset write-offs, accelerated depreciation, and transaction and restructuring costs so that the impact of certain significant transactions, including those which may not have been contemplated in the determination of a performance metric, will not have an impact on the performance results. We also exclude the net impact of certain matters to the extent the collective net impact of such matters in one of the following specific categories exceeds $500 million in a calendar year: changes in federal tax laws, changes in accounting principles, expenses caused by natural disasters and non-cash accounting write-downs of goodwill, other intangible assets and fixed assets. Additionally, we disregard gains and losses related to the assets and liabilities of pension and other post-retirement benefit plans.

ROIC Payout Table Description

The ROIC target range for the 2020-2022 performance period was set 75 basis points above our cost of capital, a target that we believe to be challenging, but attainable. For performance above or below the performance target range, the number of Performance Shares are increased or reduced, respectively. Potential payouts range from 0% to 150% of the number of Performance Shares granted.

 

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LOGO

 

TSR Performance Modifier

We believe that TSR is an important measure because it helps ensure that our executives’ interests are aligned with those of stockholders. This modifier provides that 2020 Performance Share Award payouts may be adjusted based on our TSR (stock appreciation plus reinvestment of dividends) performance relative to our Corporate Peer Group. TSR performance will be measured over the entire performance period.

TSR PERFORMANCE MODIFIER

2020-2022 Performance Period

 

 

AT&T Return vs. TSR Peer Group

 

  

Payout Modifier

 

 

Top Quartile

 

  

 

Add 10 Percentage Points to Final ROIC Payout Percentage            

 

 

Quartile 2

 

Quartile 3

 

  

 

 

No Adjustment to ROIC Payout Percentage            

 

 

Quartile 4

 

  

 

Subtract 10 Percentage Points from Final ROIC Payout Percentage            

 

At the end of the performance period, the number of Performance Shares to be paid out, if any, will be determined by comparing the actual performance of the Company against the predetermined performance objective for ROIC, and modifying the award for relative TSR achievement, if applicable. In addition, the Committee may make additional, discretionary adjustments. Performance Shares, if earned, are paid 34% in common stock, 66% in cash.

2020 RESTRICTED STOCK UNIT GRANTS

For NEOs other than Mr. Kilar, RSUs granted in 2020 vest 100% after four years or upon retirement eligibility, whichever occurs earlier, but do not pay out until the scheduled distribution date. These RSUs receive quarterly dividend equivalents, paid in cash, at the time regular dividends are paid on our common stock. RSUs pay 100% in stock to further tie executives’ interests to those of stockholders.

2020 Restricted Stock Unit Grant for Mr. Kilar

The Committee approved an award of $48,000,000 (1,646,655 shares) in RSUs upon Mr. Kilar’s hiring as CEO of WarnerMedia. See SCT for description of the award. Twenty-five percent of the award will vest and distribute each year during a four-year period (approximately $12,000,000 per year). The first vesting and distribution date was February 15, 2021. The ultimate value of the payout on the shares will depend on the value of AT&T’s share price on the vesting dates. The RSUs receive quarterly dividend equivalents paid in cash at the same time regular dividends are paid on the Company’s common stock. The RSUs pay 100% in stock to further align Mr. Kilar’s interests with those of our stockholders. Mr. Kilar’s employment contract and severance benefits are described on pages 62, 72 and 73.

The Committee approved Mr. Kilar’s equity grant as a way to attract and retain the unique skill set he brings to the Company and to incentivize stockholder value creation. The structure of Mr. Kilar’s compensation also aligns with that of his peers in the media and technology industry. His total compensation reflects his responsibility in running a preeminent media company and is also in line with industry peers.

2020 Retention Grant for Mr. McAtee

Mr. McAtee received a career retention grant of 305,085 shares of Restricted Stock Units, with an approximate grant date value of $9,000,000, which vests in April 2030. Accumulated dividend equivalents are paid at the end of the grant’s ten-year restriction period. The award does not vest upon retirement eligibility. Mr. McAtee is eligible for a prorate of the award based on months worked during the restriction period, but not less than 50% of the award, if the Company terminates his employment prior to April 2030.

The Committee awarded these RSUs to Mr. McAtee as an incentive to remain with the Company and to reflect the value, including his proven legal expertise in antitrust matters, they believe he brings to AT&T in a highly competitive marketplace.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

BENEFITS

 

Benefits and Personal Benefits

Benefits are an important tool to maintain the market competitiveness of our overall compensation package. We provide personal benefits to our Executive Officers for three main reasons:

 

 

 

To effectively compete for talent: These benefits allow us to have a competitive program to help us in our attraction and retention efforts.

 

 

 

To support Executive Officers in meeting the needs of the business: We require our Executive Officers to be available around-the-clock. Therefore, we provide them benefits that allow us to have greater access to them. These benefits should not be measured solely in terms of any incremental financial cost, but rather based on the value they bring the Company through maximized productivity and availability.

 

 

 

To provide for the safety, security, and personal health of executives: We provide Executive Officers certain personal benefits to provide for their safety and personal health.

Benefits for our Executive Officers are outlined below. The Committee continuously evaluates these benefits based on needs of the business and prevailing market practices and trends.

Deferral Opportunities

Tax-qualified 401(k) Plans

Our 401(k) plans are offered to substantially all our employees, including each of the NEOs, and provide the opportunity to defer income and receive Company matching contributions. Substantially all of our plans provide our employees the ability to invest in AT&T or other investments. We match 80% of manager contributions, limited to the first 6% of cash compensation (only base salary is matched for officers). Managers hired externally on or after January 1, 2015 (2016 for DirecTV), and WarnerMedia employees, do not earn pension benefits, and to account for the lack of a pension benefit, we provide a 401(k) match of 133-1/3% match on the first 3% of eligible 401(k) contributions and 100% match on the next 3% of eligible 401(k) contributions.

Nonqualified Plans

We provide mid-level and above managers, other than WarnerMedia employees, the opportunity for tax-advantaged savings through two nonqualified plans. WarnerMedia offers eligible employees a separate nonqualified deferral plan, though Mr. Kilar did not participate in 2020.

Stock Purchase and Deferral Plan

This is our principal nonqualified deferral program for AT&T employees, which we use to encourage our managers to invest in and hold AT&T common stock on a tax-deferred basis. Under this plan, mid-level managers and above may annually elect to defer, through payroll deductions, up to 30% of their salary and annual bonus (officers, including the NEOs, may defer up to 95% of their short-term award, which is similar to, and paid in lieu of, the annual bonus paid to other management employees) to purchase AT&T deferred share units at fair market value on a tax-deferred basis. Participants receive a 20% match on their deferrals in the form of additional AT&T deferred share units. Participants also receive makeup matching deferred AT&T share units to replace the match that is not available in the 401(k) because of their participation in our nonqualified deferral plans or because they exceeded the IRS compensation limits for 401(k) plans. Officers do not receive the makeup match on the contribution of their short-term awards.

Cash Deferral Plan

Through this plan, eligible AT&T managers may also defer cash compensation in the form of salaries and bonuses. The plan pays interest at the Moody’s Long-Term Corporate Bond Yield Average, reset annually, which is a common index used by companies for deferral plans. The SEC requires disclosure in the Summary Compensation Table of any earnings on deferred compensation that exceed an amount set by the SEC.

These plans are described more fully in the Executive Compensation Tables section.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

LOGO

 

Pension Benefits

 

We offer a tax-qualified group pension plan to a majority of our AT&T managers. Managers hired externally on or after January 1, 2015 (2016 for DirecTV) are not eligible to participate in the pension plan, and instead receive an enhanced match in the 401(k) plan. WarnerMedia managers are not eligible to earn pension benefits, though some employees have frozen pre-merger Time Warner pension benefits.

We also provided supplemental retirement benefits under nonqualified pension plans, or SERPs, to

employees who became officers before 2009. In 2019, Messrs. Stankey and Stephens elected to freeze their SERP benefits as if they had retired at the end of 2019. In exchange, they gave up credits under the plan for all future compensation and service. The frozen benefits will earn a fixed rate of interest equal to 3.7% which represents the discount rate used to determine lump sum benefits for participants who retired in 2019. Additional information on pension benefits, including these plans, may be found in the Executive Compensation Tables section, following the “Pension Benefits” table.

 

 

Personal Benefits

We provide our Executive Officers with other limited and market-based personal benefits. The benefits are described below and the value of those benefits to Executive Officers receiving them can be found in the section following the Summary Compensation Table.

 

 Benefit/
Personal Benefit
 Description     Rationale

 

FINANCIAL COUNSELING

 

 

Includes tax preparation, estate planning, and financial counseling.

   

 

Allows our executives to focus more on business responsibilities by providing financial counselors to help with their personal financial affairs and tax filings.

 

 

HEALTH COVERAGE

 

 

A consumer-driven health plan for certain executives, who must pay a portion of the premiums.

 �� 

 

Maintains executives’ health and welfare, helping to ensure business continuity.

 

EXECUTIVE PHYSICAL

 

 

Annual physical for executives who do not receive the health coverage shown above.

   

 

COMMUNICATIONS

 

 

AT&T products and services provided at little or no incremental cost to the Company.

   

 

Provides 24/7 connectivity and a focus on services customers purchase.

 

AUTOMOBILE

 

 

Includes allowance, fuel, and maintenance.

   

 

Recruiting and retention tool.

 

EXECUTIVE DISABILITY

 

 

Provides compensation during a leave of absence due to illness or injury.

   

 

Provides security to executives’ family members.

 

HOME SECURITY

 

 

Residential security system and monitoring.

   

 

EXECUTIVE LIFE INSURANCE

 

 

See page 69.

   

 

COMPANY-OWNED CLUB

MEMBERSHIPS

 

 

In some cases, we allow personal use, but do not pay country club fees or dues for Executive Officers.

   

 

Affords executives the opportunity to conduct business in a more informal environment.

 

PERSONAL USE OF

COMPANY AIRCRAFT

 

 

Executive officers are required to reimburse the Company for the incremental cost of personal usage. However, the CEO may waive the reimbursement requirement for other Executive Officers. Reimbursements will not be made where prohibited by law.

 

    

 

Provides for safety, security, and reduced travel time so executives may focus on their responsibilities.

Certain of these benefits are also offered as post-retirement benefits to officers who meet age and service requirements. Additional information may be found in the “Other Post-Retirement Benefits” section of Executive Compensation Tables.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

POLICIES AND RISK MITIGATION

 

2020 STOCK OWNERSHIP GUIDELINES

 

The Committee has established common stock ownership guidelines for 2020 as shown below. We include vested shares held in our benefit plans in determining attainment of these guidelines.

 

  Level  Ownership Guidelines

 

  CEO

  

 

6X Base Salary

  Executive Officers

  

Lesser of 3X Base Salary or 50,000 Shares

All Executive Officers are given 5 years from assuming their position to meet the minimum requirements.

Each NEO was in compliance with AT&T’s guidelines as of December 31, 2020.

EQUITY RETENTION

Executive Officers are required to hold shares equivalent, in the aggregate, to 25% of the AT&T shares they receive (after taxes and exercise costs) from an incentive, equity, or option award granted to them after January 1, 2012, until they terminate employment with AT&T.

HEDGING POLICY

Executive officers are prohibited from hedging their AT&T stock or stock-based awards, including through trading in publicly-traded options, puts, calls, or other derivative instruments related to AT&T stock.

CLAWBACK POLICY

In addition to the risk moderation actions, we intend, in appropriate circumstances, to seek restitution of any bonus, commission, or other compensation received by an employee as a result of such employee’s intentional or knowing fraudulent or illegal conduct, including the making of a material misrepresentation in our financial statements.

RISK MITIGATION

By ensuring that a significant portion of compensation is based on our long-term performance, we reduce the risk that executives will place too much focus on short-term achievements to the detriment of our long-term sustainability. Our short-term incentive compensation is structured so that the accomplishment of short-term goals supports the achievement of long-term goals.

These elements work together for the benefit of AT&T and our stockholders and to reduce risk in our incentive plans.

 

 

INDEPENDENT COMPENSATION CONSULTANT

 

The Committee is authorized by its charter to employ independent compensation consultants and other advisors. The Committee has selected Frederic W. Cook & Co., Inc. (FW Cook) to serve as its independent consultant. The consultant reports directly to the Committee. Other than advising the Corporate Governance and Nominating Committee on director compensation, FW Cook provides no other services to AT&T.

The consultant:

 

Attends all Committee meetings;

 

Regularly updates the Committee on market trends, changing practices, and legislation pertaining to executive compensation and benefits;

 

Reviews the Company’s executive compensation strategy and program to ensure appropriateness and market competitiveness;

 

Makes recommendations on the design of the compensation program and the balance of pay-for-performance elements;

 

Provides market data for jobs held by senior leaders;

Analyzes compensation from other companies’ proxy and financial statements for the Committee’s review when making compensation decisions;

 

Assists the Committee in making pay determinations for the Chief Executive Officer; and

 

Advises the Committee on the appropriate comparator groups for compensation and benefits as well as the appropriate peer group against which to measure long-term performance.

The Committee reviewed the following six independence factors, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, when evaluating the consultant’s independence:

 

���

Other services provided to AT&T

 

Percentage of the consultant’s revenues paid by AT&T

 

Consultant’s policies to prevent conflicts of interest

 

Other relationships with compensation committee members

 

AT&T stock owned by the consultant

 

Other relationships with Executive Officers

Based on its evaluation of the consultant and the six factors listed above, the Committee has determined that the consultant met the criteria for independence.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

LOGO

 

COMPENSATION COMMITTEE REPORT

 

The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Human Resources Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K and Proxy Statement for filing with the SEC.

 

February 11, 2021

  

The Human Resources Committee

  
  

Beth E. Mooney, Chairman

  
  

Scott T. Ford

  
  

Michael B. McCallister

  
  

Matthew K. Rose

  
  

Geoffrey Y. Yang

  

 

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EXECUTIVE COMPENSATION TABLES

 

SUMMARY COMPENSATION TABLE

The table below contains information concerning the compensation provided to the two officers serving as Chief Executive Officer during the year, the Chief Financial Officer, and the three other most highly compensated Executive Officers of AT&T (the Named Executive Officers). Compensation information is provided for the years each person in the table was a Named Executive Officer since 2018.

 

  Name and
  Principal Position
 Year  

Salary

($)(1)

  

Bonus

($)

  

Stock

Awards

($)(2)

  

Option

Awards

($)

  

Non-

Equity

Incentive

Plan

Compen-

sation

($)(1)

  

Change in

Pension Value

and

Nonqualified

Deferred

Compensation

Earnings

($)(3)

  

All Other

Compen-

sation

($)(4)

  

Total

($)

 

J. STANKEY

CEO and President

 

 

2020

 

 

 

2,050,000

 

 

 

0

 

 

 

13,499,999

 

 

 

0

 

 

 

3,250,000

 

 

 

1,411,950

 

 

 

808,968

 

 

 

21,020,917

 

 

 

2019

 

 

 

2,900,000

 

 

 

0

 

 

 

9,525,340

 

 

 

0

 

 

 

7,566,500

 

 

 

2,113,955

 

 

 

367,211

 

 

 

22,473,006

 

 

 

2018

 

 

 

2,058,333

 

 

 

2,000,000

 

 

 

6,889,708

 

 

 

0

 

 

 

4,374,333

 

 

 

574,835

 

 

 

655,696

 

 

 

16,552,905

 

R. STEPHENSON

Executive Chairman

 

 

2020

 

 

 

900,000

 

 

 

0

 

 

 

20,999,989

 

 

 

0

 

 

 

2,250,000

 

 

 

3,763,883

 

 

 

1,240,756

 

 

 

29,154,628

 

 

 

2019

 

 

 

1,800,000

 

 

 

0

 

 

 

19,800,007

 

 

 

0

 

 

 

5,280,000

 

 

 

3,589,196

 

 

 

1,563,722

 

 

 

32,032,925

 

 

 

2018

 

 

 

1,800,000

 

 

 

0

 

 

 

17,069,774

 

 

 

0

 

 

 

5,192,000

 

 

 

3,517,806

 

 

 

1,538,538

 

 

 

29,118,118

 

J. STEPHENS

Sr. Exec. Vice

Pres. and CFO

 

 

2020

 

 

 

1,145,833

 

 

 

250,000

 

 

 

10,750,008

 

 

 

0

 

 

 

2,025,000

 

 

 

1,059,686

 

 

 

906,618

 

 

 

16,137,145

 

 

 

2019

 

 

 

1,125,000

 

 

 

250,000

 

 

 

10,750,027

 

 

 

0

 

 

 

2,310,000

 

 

 

1,482,271

 

 

 

808,030

 

 

 

16,725,328

 

 

 

2018

 

 

 

1,096,875

 

 

 

2,000,000

 

 

 

8,542,439

 

 

 

0

 

 

 

2,057,917

 

 

 

1,324,399

 

 

 

620,674

 

 

 

15,642,304

 

J. KILAR

 

 

2020

 

 

 

1,666,667

 

 

 

0

 

 

 

49,234,985

 

 

 

0

 

 

 

1,255,123

 

 

 

0

 

 

 

15,824

 

 

 

52,172,599

 

CEO-WarnerMedia

         

D. MCATEE

Sr. Exec. Vice Pres. and

General Counsel

 

 

2020

 

 

 

1,295,833

 

 

 

0

 

 

 

14,349,990

 

 

 

0

 

 

 

1,762,500

 

 

 

484,566

 

 

 

715,725

 

 

 

18,608,614

 

 

 

2019

 

 

 

1,270,833

 

 

 

250,000

 

 

 

4,999,970

 

 

 

0

 

 

 

2,019,600

 

 

 

365,535

 

 

 

445,438

 

 

 

9,351,376

 

 

 

2018

 

 

 

1,058,333

 

 

 

5,000,000

 

 

 

4,731,281

 

 

 

0

 

 

 

1,694,000

 

 

 

100,295

 

 

 

265,367

 

 

 

12,849,276

 

J. MCELFRESH

CEO-AT&T

Communications, LLC

 

 

2020

 

 

 

850,000

 

 

 

200,000

 

 

 

5,800,003

 

 

 

0

 

 

 

1,387,500

 

 

 

124,617

 

 

 

210,000

 

 

 

8,572,120

 

 

 

2019

 

 

 

567,500

 

 

 

0

 

 

 

5,768,525

 

 

 

0

 

 

 

1,067,000

 

 

 

86,404

 

 

 

186,896

 

 

 

7,676,325

 

                                    

 

 

COVID-19 Compensation Reductions Mr. Stankey requested a 50% reduction of his salary for the period of July 1 through December 31, 2020 and, for his 2020 STIP, a limit of 50% of his annual target. Mr. Stephenson likewise requested a relinquishment of his salary for the period of July 1 through December 31, 2020 and, for his 2020 STIP, a 50% reduction in the amount approved by the Committee. In both cases, the Committee considered and approved these requests.

NOTE 1. Four of the NEOs deferred portions of their 2020 salary and/or non-equity incentive awards into the Stock Purchase and Deferral Plan to make monthly purchases of Company stock in the form of stock units based on the market price of AT&T stock as follows: Mr. Stephenson—$2,407,500; Mr. Stephens—$2,505,000; Mr. McAtee—$2,063,125; and Mr. McElfresh—$487,500. Each unit that the employee purchases is paid out in the form of a share of AT&T stock at the time elected by the employee, along with applicable matching shares. The value of the matching contributions made during the relevant year is included under “All Other Compensation.” A description of the Stock Purchase and Deferral Plan may be found on page 56.

NOTE 2. Amounts in the Stock Awards column for 2020 represent the grant date values of Performance Shares and Restricted Stock Units. Mr. Kilar’s Restricted Stock Units

were determined by the Committee in March, using the March 31, 2020, stock price, which valued the grant at $48 million; however, the amount reported in the table represents the grant date value as of May 1, 2020, when he became CEO of Warner Media. The grant date values of Performance Shares included in the table for 2020 were: Mr. Stankey—$10,124,983, Mr. Stephenson—$15,749,983; Mr. Stephens—$8,062,497; Mr. Kilar—$0; Mr. McAtee—$4,012,496; and Mr. McElfresh—$4,350,002. The number of Performance Shares distributed at the end of the performance period is dependent upon the achievement of performance goals. Depending upon such achievement, the potential payouts range from 0% of the target number of Performance Shares to a maximum payout of 160% of the target number of Performance Shares. The value of the awards (Performance Shares and Restricted Stock Units) will be further affected by the price of AT&T stock at the time of distribution. The grant date values were determined pursuant to FASB ASC Topic 718. Assumptions used for determining the value of the stock awards reported in these columns are set forth in the relevant AT&T Annual Report to Stockholders in Note 16 to Consolidated Financial Statements, “Share-Based Payments.” To better understand the decisions of the Human Resources Committee with regard to these awards, please see the discussion on pages 54 and 55.

 

 

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EXECUTIVE COMPENSATION TABLES

 

LOGO

 

NOTE 3. Under this column, we report earnings on deferrals of salary and incentive awards to the extent the earnings exceed a market rate specified by SEC rules. For the NEOs, these amounts are as follows for 2020: Mr. Stankey—$1,967, Mr. Stephenson—$51,216, Mr. Stephens—$0, Mr. Kilar—$0, Mr. McAtee—$0, and Mr. McElfresh—$3,619. Other amounts reported under this heading represent an increase, if any, in pension actuarial value during the reporting period.

NOTE 4. This column includes personal benefits, Company-paid life insurance premiums and Company matching contributions to deferral plans. AT&T does not provide tax reimbursements to Executive Officers except under the Company’s relocation plan. In valuing personal benefits, AT&T uses the incremental cost of the benefits to the Company. To determine the incremental cost of aircraft usage, we multiply the number of hours of personal flight

usage (including “deadhead” flights) by the hourly cost of fuel (Company average) and the hourly cost of maintenance (where such cost is based on hours of use), and we add per flight fees such as landing, ramp and hangar fees, catering, and crew travel costs. During their respective periods as CEO, each of Messrs. Stephenson and Stankey reimbursed the Company for the incremental cost of their personal use of Company aircraft. Prior to becoming CEO, Mr. Stankey along with Mr. Stephens reimbursed the Company for the incremental cost of the personal usage of corporate aircraft, other than for travel to outside board meetings. Other Executive Officers may be required by the CEO to reimburse the incremental cost of their personal usage on a case-by-case basis. Reimbursements will not be made where prohibited by law. Mr. McAtee’s amount shown for use of Company aircraft represents flights taken for medical treatments.

 

 

    Stankey   Stephenson   Stephens   Kilar   McAtee   McElfresh 

PERSONAL BENEFITS

            

Financial counseling (includes tax preparation and estate planning)

  

 

14,175

 

  

 

14,000

 

  

 

12,957

 

  

 

0

 

  

 

16,055

 

  

 

10,000

 

Auto benefits

  

 

20,568

 

  

 

26,204

 

  

 

14,695

 

  

 

0

 

  

 

15,010

 

  

 

13,912

 

Personal use of Company aircraft

  

 

2,285

 

  

 

0

 

  

 

0

 

  

 

2,363

 

  

 

29,722

 

  

 

0

 

Health coverage

  

 

57,340

 

  

 

57,340

 

  

 

55,192

 

  

 

0

 

  

 

55,192

 

  

 

5,000

 

Club membership

  

 

2,793

 

  

 

1,425

 

  

 

0

 

  

 

0

 

  

 

2,793

 

  

 

0

 

Communications

  

 

14,633

 

  

 

6,180

 

  

 

5,044

 

  

 

0

 

  

 

2,882

 

  

 

1,423

 

Home security

  

 

1,485

 

  

 

10,296

 

  

 

0

 

  

 

0

 

  

 

0

 

  

 

0

 

Total Personal Benefits

  

 

113,279

 

  

 

115,445

 

  

 

87,888

 

  

 

2,363

 

  

 

121,654

 

  

 

30,335

 

Company matching contributions to deferral plans

  

 

13,680

 

  

 

1,108,500

 

  

 

610,038

 

  

 

13,461

 

  

 

480,278

 

  

 

117,480

 

Life insurance premiums applicable to the employees’ death benefit

  

 

682,009

 

  

 

16,811

 

  

 

208,692

 

  

 

0

 

  

 

113,793

 

  

 

62,185

 

Total

  

 

808,968

 

  

 

1,240,756

 

  

 

906,618

 

  

 

15,824

 

  

 

715,725

 

  

 

210,000

 

 

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EXECUTIVE COMPENSATION TABLES

 

GRANTS OF PLAN-BASED AWARDS

 

  Name Grant
Date
  

Date
Action
Taken By
Committee

  Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
  Estimated Future Payouts
Under Equity Incentive
Plan Awards(1)
  

All Other

Stock

Awards:

Number

of Shares

of Stock

or Units

(#)(2)

  

All Other
Option

Awards:

Number of
Securities
Underlying
Options
(#)

  Exercise
or Base
Price of
Option
Awards
($/Sh)
  Grant Date
Fair Value
of Stock
and Option
Awards
($)
 
 

Threshold

($)

  

Target

($)

  

Maximum

($)

  

Threshold

(#)

  

Target

(#)

  

Maximum

(#)

 

STANKEY

 

 

1/30/20

 

 

 

1/30/20

 

 

 

1,110,000

 

 

 

3,700,000

 

 

 

6,105,000

 

 

 

76,142

 

 

 

190,355

 

 

 

304,568

 

 

 

63,452

   

 

9,499,996

 

 

6/30/20

 

 

 

6/25/20

 

 

 

840,000

 

 

 

2,800,000

 

 

 

4,620,000

 

 

 

39,696

 

 

 

99,239

 

 

 

158,782

 

 

 

33,080

 

   

 

4,000,003

 

STEPHENSON

 

 

1/30/20

 

 

 

1/30/20

 

 

 

1,800,000

 

 

 

6,000,000

 

 

 

9,900,000

 

 

 

168,314

 

 

 

420,785

 

 

 

673,256

 

 

 

140,262

 

   

 

20,999,989

 

STEPHENS

 

 

1/30/20

 

 

 

1/30/20

 

 

 

810,000

 

 

 

2,700,000

 

 

 

4,455,000

 

 

 

86,161

 

 

 

215,402

 

 

 

344,643

 

 

 

71,801

 

   

 

10,750,008

 

KILAR

 

 

5/1/20

 

 

 

3/23/20

 

 

 

502,049

 

 

 

1,673,497

 

 

 

2,510,246

 

    

 

1,646,655

(3) 

   

 

49,234,985

 

MCATEE

 

 

1/30/20

 

 

 

1/30/20

 

 

 

705,000

 

 

 

2,350,000

 

 

 

3,877,500

 

 

 

42,880

 

 

 

107,200

 

 

 

171,520

 

 

 

35,733

 

   

 

5,349,982

 

 

 

4/23/20

 

 

 

4/23/20

 

       

 

305,085

(4) 

   

 

9,000,008

 

MCELFRESH

 

 

1/30/20

 

 

 

1/30/20

 

 

 

555,000

 

 

 

1,850,000

 

 

 

3,052,500

 

 

 

46,487

 

 

 

116,217

 

 

 

185,947

 

 

 

38,739

 

         

 

5,800,003

 

 

NOTE 1. Represents Performance Share awards, discussed beginning on page 54.

NOTE 2. Unless otherwise noted, represents Restricted Stock Unit grants, discussed on page 55. The units granted in 2020 are scheduled to vest and distribute in January 2024. Units will also vest upon an employee becoming retirement eligible; however, they are not distributed until the scheduled distribution date. All of the NEOs except for Messrs. Kilar, McAtee and McElfresh were retirement

eligible as of the grant date. Mr. McElfresh became retirement eligible later in 2020.

NOTE 3. Committee action to approve Mr. Kilar’s award was taken on March 23, calculated based on the March 31 Stock price, but was not effective until Mr. Kilar became CEO of Warner Media on May 1.

NOTE 4. Represents a Restricted Stock Unit grant that vests in April 2030 and does not vest upon retirement eligibility.

 

 

Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

 

Messrs. Stankey and Stephens

Both the 2016 Incentive Plan and the 2018 Incentive Plan provide that in the event an employee retires while retirement eligible under the plan, an award of Performance Shares will be prorated based on the number of months worked during the performance period. AT&T has provided that Performance Shares granted after September 28, 2017, to Messrs. Stankey or Stephens will not be prorated if they remain employed through December 30, 2020, or in the event of certain changes in their reporting. As a result of this provision, Messrs. Stankey’s and Stephens’ Performance Shares current and future grants will not be prorated.

Mr. Stankey

Upon closing of the acquisition of WarnerMedia, Mr. Stankey was appointed CEO of Warner Media, LLC. As part of this position, he was expected to engage in extensive business travel, which would require him to file state and local income tax returns in a number of jurisdictions. AT&T has agreed to reimburse Mr. Stankey for any legal fees he incurs in the defense of his state and local income tax returns relating to periods when he was CEO of Warner Media.

Mr. Kilar

Warner Media, LLC entered into an employment contract with Mr. Kilar in 2020 to act as its Chief Executive Officer. Under the agreement, he will receive an initial base salary of $2,500,000 and an annual cash target bonus award of $2,500,000. The bonus is subject to performance measures determined by the Human Resources Committee. Pursuant to the agreement, he received 1,646,655 Restricted Stock Units payable in AT&T stock. One-fourth of the RSUs vest and distribute each year, starting on February 15, 2021. Mr. Kilar also agreed to confidentiality, non-compete, and non-solicitation covenants.

Finally, the contract provides severance benefits in the event (1) Mr. Kilar’s employment is terminated without cause or (2) Mr. Kilar terminates his employment within six months after the sale of the business and assets of Warner Media and the successor does not expressly assume the obligations under Mr. Kilar’s employment contract. These benefits are described on pages 72 and 73.

 

 

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

 

  Option Awards (1)  Stock Awards 
  Name 

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

  

Number of

Securities

Underlying

Unexercised

Options

Unexer-

cisable

(#)

  

Option

Exercise

Price

($)

  

Option

Expiration

Date

  

Number of

Shares or

Units of

Stock

That Have

Not

Vested (2)

(#)

  

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested (2)

($)

  

Equity
Incentive

Plans Awards:

Number of

Unearned

Shares, Units

or Other
Rights That
Have Not

Vested (3)

(#)

  

Equity
Incentive
Plans Awards:
Market or

Payout Value

of Unearned

Shares, Units
or Other
Rights That
Have Not

Vested (3)

($)

 

STANKEY

 

 

2,326

 

 

 

 

 

 

28.24

 

 

 

2/15/21

 

    

2020-2022 Perf. Shares

                 

 

 

 

 

 

 

 

266,497

 

 

 

7,664,454

 

2020-2022 Perf. Shares

– Supplemental Grant

                 

 

 

 

 

 

 

 

138,935

 

 

 

3,995,771

 

2019-2021 Perf. Shares

                 

 

 

 

 

 

 

 

280,689

 

 

 

8,072,616

 

2019-2021 Perf. Shares

– Supplemental Grant

                 

 

 

 

 

 

 

 

59,414

 

 

 

1,708,747

 

STEPHENSON

 

 

29,345

 

 

 

 

 

 

28.24

 

 

 

2/15/21

 

    

2020-2022 Perf. Shares

                 

 

 

 

 

 

 

 

589,099

 

 

 

16,942,487

 

2019-2021 Perf. Shares

                 

 

 

 

 

 

 

 

715,778

 

 

 

20,585,775

 

STEPHENS

 

 

9,730

 

 

 

 

 

 

28.24

 

 

 

2/15/21

 

    
 

 

39,919

 

     

 

30.35

 

 

 

6/15/21

 

    
 

 

2,373

 

     

 

29.87

 

 

 

2/15/22

 

    

2020-2022 Perf. Shares

                 

 

 

 

 

 

 

 

301,563

 

 

 

8,672,952

 

2019-2021 Perf. Shares

                 

 

 

 

 

 

 

 

402,321

 

 

 

11,570,752

 

KILAR

        

2020 Restricted Stock Units

                 

 

1,646,655

 

 

 

47,357,798

 

        

MCATEE

        

2020-2022 Perf. Shares

                         

 

150,080

 

 

 

4,316,301

 

2019-2021 Perf. Shares

                         

 

187,125

 

 

 

5,381,715

 

2017 Restricted Stock Units

                 

 

22,145

 

 

 

636,890

 

        

2018 Restricted Stock Units

                 

 

26,813

 

 

 

771,142

 

        

2018 Restricted Stock Units – Supplemental Grant

                 

 

6,319

 

 

 

181,734

 

        

2019 Restricted Stock Units

                 

 

41,583

 

 

 

1,195,927

 

        

2020 Restricted Stock Units

                 

 

35,733

 

 

 

1,027,681

 

        

2020 Restricted Stock Units – Retention Grant

                 

 

305,085

 

 

 

8,774,245

 

        

MCELFRESH

        

2020-2022 Perf. Shares

                         

 

162,704

 

 

 

4,679,367

 

2019-2021 Perf. Shares

                         

 

56,886

 

 

 

1,636,041

 

2019-2021 Perf. Shares

– Supplemental Grant

                         

 

66,857

 

 

 

1,922,807

 

2019 Restricted Stock Award – Retention Grant

                 

 

52,812

 

 

 

1,518,873

 

        

 

NOTE 1. Stock options were granted based upon the amount of stock purchased by mid-level and above managers under the Stock Purchase and Deferral Plan, described on page 56. Stock options are not currently offered under the plan. Options were vested at issuance but were not exercisable until the earlier of the first anniversary of the grant or the termination of employment of the

option holder. Options expire ten years after the grant date; however, option terms may be shortened due to termination of employment of the holder.

NOTE 2. Mr. McElfresh’s 2019 Restricted Stock Award grant vests in December 2024. Mr. McAtee’s 2020 grant of Restricted Stock Units vests in April 2030.

 

 

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NOTE 3. Performance Shares are paid after the end of the performance period shown for each award. The actual number of shares paid out is dependent upon the achievement of the related performance objectives and approval of the Committee. In this column, we report the number of outstanding Performance Shares and their theoretical value based on the price of AT&T stock on December 31, 2020. In calculating the number of Performance Shares and their value, we are required by SEC rules to compare the Company’s performance through 2020 for each outstanding Performance Share grant against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next

highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts. The performance measure for the 2019 and 2020 grants is ROIC with a payout adjustment for relative TSR achievement. As of the end of 2020, the ROIC achievement for each of the 2019 and 2020 grants was above target while the TSR performance was, for the 2019 grant, in the third quartile of the peer group and, for the 2020 grant, in the fourth quartile of the peer group. As a result, the grants were reported at the maximum payout for ROIC with a no payout adjustment for TSR performance for the 2019 grant and -10% payout adjustment for the TSR performance for the 2020 grant.

 

 

OPTION EXERCISES AND STOCK VESTED DURING 2020

 

   Option Awards         Stock Awards (1) 
  Name  

Number of Shares

Acquired on Exercise

(#)

   

Value Realized

on Exercise

($)

          

Number of Shares

Acquired on Vesting

(#)

   

Value Realized

on Vesting

($)

 

STANKEY

  

 

0

 

  

 

0

 

      

 

231,256

 

  

 

7,255,075

 

STEPHENSON

  

 

379,336

 

  

 

2,093,935

 

      

 

473,223

 

  

 

14,839,276

 

STEPHENS

  

 

46,523

 

  

 

318,477

 

      

 

242,107

 

  

 

7,621,121

 

MCATEE

  

 

0

 

  

 

0

 

      

 

140,162

 

  

 

4,483,969

 

MCELFRESH

  

 

0

 

  

 

0

 

         

 

106,049

 

  

 

3,142,146

 

 

NOTE 1. Included in the above amounts are Restricted Stock Units that vested in 2020, but the payment of which was deferred for certain officers. Restricted Stock Units vest at the earlier of the scheduled vesting date or upon the employee becoming retirement eligible. If the units vest because of retirement eligibility, they are not distributed until the scheduled vesting date.

Restricted Stock Units granted in 2020 to the following NEOs vested at grant because of their retirement eligibility but will not be distributed until 2024: Mr. Stankey—96,532, Mr. Stephenson—140,262, and Mr. Stephens—71,801. Mr. McElfresh became retirement eligible in December of 2020, which accelerated the vesting of 76,590 units included in the above table.

 

 

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PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2020)

 

  Name  Plan Name  

Number of Years

Credited Service

(#)

       

Present Value of

Accumulated

Benefits (1)

($)

       

Payments

During Last

Fiscal Year

($)

 

STANKEY

  

Pension Benefit Plan—Nonbargained Program

  

 

35

 

      

 

2,000,980

 

      

 

0

 

  

SRIP

  

 

19

 

      

 

423,113

 

      

 

0

 

   

SERP

  

 

34

 

      

 

30,675,183

 

      

 

0

 

STEPHENSON        

  

Pension Benefit Plan—Nonbargained Program

  

 

38

 

      

 

1,961,964

 

      

 

0

 

  

Pension Benefit Make Up Plan

  

 

15

 

      

 

7,297

 

      

 

0

 

  

SRIP

  

 

22

 

      

 

2,333,675

 

      

 

0

 

   

SERP

  

 

30

 

      

 

63,434,385

 

      

 

0

 

STEPHENS

  

Pension Benefit Plan—Nonbargained Program

  

 

28

 

      

 

1,596,821

 

      

 

0

 

  

Pension Benefit Make Up Plan

  

 

8

 

      

 

69,580

 

      

 

0

 

  

SRIP

  

 

12

 

      

 

390,521

 

      

 

0

 

   

SERP

  

 

27

 

      

 

22,809,359

 

      

 

0

 

MCATEE

  

Pension Benefit Plan—MCB Program

  

 

8

 

      

 

147,238

 

      

 

0

 

   

Pension Benefit Make Up Plan

  

 

8

 

      

 

1,184,361

 

      

 

0

 

MCELFRESH

  

Pension Benefit Plan—Mobility and Southeast Management Program

  

 

25

 

      

 

369,534

 

      

 

0

 

   

Pension Benefit Make Up Plan

  

 

25

 

      

 

222,533

 

      

 

0

 

 

NOTE 1. Pension benefits reflected in the above table were determined using the methodology and material assumptions set forth in the 2020 AT&T Annual Report to Stockholders in Note 15 to Consolidated Financial Statements, “Pension and Postretirement Benefits,” except that, as required by SEC regulations, the assumed retirement age is the specified normal retirement age in the plan unless the plan provides a younger age at which benefits may be received without a discount based on age, in which case the younger age is used. For the Nonbargained Program under the AT&T/WarnerMedia Pension Benefit Plan and the Pension Benefit Make Up Plan, the assumed retirement age is the date a participant is at least age 55 and meets the “modified rule of 75,” which

requires certain combinations of age and service that total at least 75. For the Mobility Program, Southeast Management Program and the Management Cash Balance Program under the AT&T/WarnerMedia Pension Benefit Plan, the assumed retirement age for the cash balance formula is age 65. For the AT&T SRIP and its successor, the 2005 SERP, the assumed retirement age is the earlier of the date the participant reaches age 60 or has 30 years of service (the age at which an employee may retire without discounts for age).

The SRIP/SERP benefits are reduced for benefits available under the qualified plans and by a specified amount that approximates benefits available under other nonqualified plans included in the table.

 

 

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QUALIFIED PENSION PLAN

The AT&T/Warner Media Pension Benefit Plan, a “qualified pension plan” under the Internal Revenue Code, covers most of our employees hired before 2015, including each NEO, except Mr. Kilar. The applicable benefit accrual formula depends on the subsidiaries that have employed the participant. Effective January 1, 2015, no new AT&T management employees are eligible for a pension (2016 for DirecTV). However, employees who are not entitled to participate in the pension plan or whose pension benefits were frozen receive an enhanced 401(k) benefit.

 

Nonbargained Program

Messrs. Stephenson, Stephens, and Stankey are covered by the Nonbargained Program of the AT&T/WarnerMedia Pension Benefit Plan, which is offered to most of our pre-2007 management employees. Participants in the Nonbargained Program receive the greater of the benefit determined under the CAM formula or the cash balance formula, each of which is described below.

CAM Formula

For each of Messrs. Stephenson, Stephens, and Stankey the greater benefit comes from the CAM formula, which is reported in the Pension Benefits table. The CAM formula provides an annual benefit equal to 1.6% of the participant’s average pension-eligible compensation (generally, base pay, commissions, and annual bonuses, but not officer bonuses paid to individuals promoted to officer level before January 1, 2009) for the five years ended December 31, 1999, multiplied by the number of years of service through the end of the December 31, 1999, averaging period, plus 1.6% of the participant’s pension-eligible compensation for each year from January 1, 2000 through December 31, 2021, and 1% of participant’s pension-eligible compensation for each year thereafter. Employees who meet the “modified rule of 75” and are at least age 55 are eligible to retire without age or service discounts. The “modified rule of 75” establishes retirement eligibility when certain combinations of age and service total at least 75.

Cash Balance Formula

The cash balance formula was frozen, except for interest credits, on January 14, 2005. The cash balance formula provided an accrual equal to 5% of pension-eligible compensation plus monthly interest credits on the participant’s cash balance account. The interest rate is reset quarterly and is equal to the published average annual yield for the 30-year Treasury Bond as of the middle month of the preceding quarter.

The Nonbargained Program permits participants to take the benefit in various actuarially equivalent forms, including various forms of life annuities. For

participants terminating on or after May 25, 2018, and receiving their benefit on or after June 1, 2018, this program permits participants to elect to take the benefit in a full lump sum calculated as the present value of the annuity.

Management Cash Balance Program

Mr. McAtee is covered by the MCB Program of the AT&T/WarnerMedia Pension Benefit Plan, which is offered to our management employees hired on or after January 1, 2007 (January 1, 2006 for AT&T Mobility) and before January 1, 2015. After completing one year of service, participants in the MCB Program are entitled to receive a cash balance benefit equal to the monthly credit of an age graded basic credit formula ranging from 1.75% to 4% of the participant’s pension-eligible compensation and a 2% supplemental credit for eligible compensation in excess of Social Security Wage Base plus monthly interest credit at an effective annual rate of 4.5% to the participant’s cash balance account. This program permits participants to take the benefit in various actuarially equivalent forms, including an annuity or a lump sum.

Mobility and Southeast Management Program

Mr. McElfresh is covered by the Mobility Program, which is also part of the tax-qualified AT&T/WarnerMedia Pension Benefit Plan. This program covers employees of AT&T Mobility that were hired prior to 2006. The Mobility Program is the qualified pension plan previously offered by AT&T Mobility that was merged into the AT&T/WarnerMedia Pension Benefit Plan. Participants in the Mobility Program are generally entitled to receive a cash balance benefit equal to the monthly basic benefit credits of 5% of the participant’s pension-eligible compensation (generally, base pay, commissions, and group incentive awards, but not individual awards) plus monthly interest credits on the participant’s cash balance account. The interest rate for cash balance credits is reset quarterly and is equal to the published average annual yield for the 30-year Treasury Bond as of the middle month of the preceding quarter. The plan permits participants to take the benefit in various actuarially equivalent forms, including an

 

 

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annuity or a lump sum calculated as the greater of the cash balance account balance, or the present value of the grandfathered pension benefit annuity.

In addition, Mr. McElfresh has a pension benefit under the Southeast Management Program, also part of the AT&T/WarnerMedia Pension Benefit Plan. This benefit accrued during his prior employment period at

BellSouth. Going forward, this cash balance account earns only interest credits, with an interest crediting rate for a specific calendar year indexed to the average annual yield for the 30-year Treasury Bond securities published for the prior year’s November, but not less than the floor interest crediting rate of 3.79%.

 

 

NONQUALIFIED PENSION PLANS

 

To the extent the Internal Revenue Code places limits on the amounts that may be earned under a qualified pension plan, managers instead receive these amounts under the nonqualified Pension Benefit Make Up Plan but only for periods prior to the person becoming a participant in the SRIP/SERP, described below. The Pension Benefit Make Up Plan benefit is paid in the form of a 10-year annuity or in a lump sum if the present value of the annuity is less than $50,000.

In addition, we offer our Executive Officers and other officers (who became officers prior to 2005) supplemental retirement benefits under the SRIP and, for those serving as officers between 2005-2008, its successor, the 2005 SERP, as additional retention tools. As a result of changes in the tax laws, beginning December 31, 2004, participants ceased accruing benefits under the SRIP, the original supplemental plan. After December 31, 2004, benefits are earned under the SERP. Participants make separate distribution elections (annuity or lump sum) for benefits earned and vested before 2005 (under the SRIP) and for benefits accrued during and after 2005 (under the SERP). Elections for the portion of the pension that accrued in and after 2005, however, must have been made when the officer first participated in the SERP. Vesting in the SERP requires five years of service (including four years of participation in the SERP). Each of the eligible NEOs is vested in the SERP. Regardless of the payment form, no benefits under the SERP are payable until six months after termination of employment. An officer’s benefits under these nonqualified pension plans are reduced by: (1) benefits due under qualified AT&T pension plans and (2) a specific amount that approximates the value of the officer’s benefit under other nonqualified pension plans, determined generally as of December 31, 2008. These supplemental benefits are neither funded by nor are a part of the qualified pension plan.

Messrs. Stankey, Stephenson and Stephens, are eligible to receive SRIP/SERP benefits. Since January 1, 2009, no new officer has been permitted to participate in the SERP.

Calculation of Benefit

Under the SRIP/SERP, the target annual retirement benefit is stated as a percentage of a participant’s annual salary and annual incentive bonus averaged over a specified period described below. The percentage is increased by 0.715% for each year of actual service in excess of, or decreased by 1.43% (0.715% for mid-career hires) for each year of actual service below, 30 years of service. In the event the participant retires before reaching age 60, a discount of 0.5% for each month remaining until the participant attains age 60 is applied to reduce the amount payable under this plan, except for officers who have 30 years or more of service at the time of retirement. None of the current NEO SERP participants has an age or service discount under this plan at this time. These benefits are also reduced by any amounts participants receive under AT&T qualified pension plans and by a frozen, specific amount that approximates the amount they receive under our other nonqualified pension plans, calculated as if the benefits under these plans were paid in the form of an immediate annuity for life.

The salary and bonus used to determine the SRIP/SERP benefit amount is the average of the participant’s salary and actual annual incentive bonuses earned during the 36-consecutive-month period that results in the highest average earnings that occurs during the 120 months preceding retirement. In some cases, the Committee may require the use of the target bonus, or a portion of the actual or target bonus, if it believes the actual bonus is not appropriate. Effective June 16, 2018 for Messrs. Stephens and Stankey, the annual earnings used in the SERP’s “highest average earnings” is fixed at $3.0 million.

The target annual retirement percentage for Messrs. Stankey and Stephenson is 60%, and 55% for Mr. Stephens. Beginning in 2006, the target percentage was limited to 50% for all new participants (see note above on limiting new participants after 2008). If a benefit payment under

 

 

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the plan is delayed by the Company to comply with Federal law, the delayed amounts will earn interest at the rate the Company uses to accrue the present value of the liability, and the interest will be included in the appropriate column(s) in the “Pension Benefits” table.

Mr. Stephenson’s Benefit

Mr. Stephenson’s SERP benefit was modified in 2010. For purposes of calculating his SERP benefit, the Company froze his compensation as of June 30, 2010. He stopped accruing age and service credits as of December 31, 2012, at which time his benefit was determined as a lump sum amount, which thereafter earns interest. The discount rate for calculating the lump sum as well as the interest crediting rate is 5.8%.

Messrs. Stankey’s and Stephens’ Benefits

Messrs. Stankey’s and Stephens’ SERP benefits were modified in 2019. For purposes of calculating their SERP benefits, the Company froze their compensation and stopped accruing age and service credits as of December 31, 2019, at which time their benefits were determined as a lump sum amount, which thereafter earns interest. The discount rate for calculating the lump sum as well as the interest crediting rate is 3.7%.

Forms of Payment

Annuity

Participants may receive benefits as an annuity payable for the greater of the life of the participant or ten years. If the participant dies within ten years after leaving the Company, then payments for the balance

of the ten years will be paid to the participant’s beneficiary. Alternatively, the participant may elect to have the annuity payable for life with 100% or 50% payable upon his or her death to his or her beneficiary for the beneficiary’s life. The amounts paid under each alternative (and the lump sum alternative described below) are actuarially equivalent. As noted above, separate distribution elections are made for pre-2005 benefits and 2005 and later benefits.

Lump Sum

Participants may elect that upon retirement at age 55 or later to receive the actuarially determined net present value of the benefit as a lump sum, rather than in the form of an annuity. To determine the net present value, we use the discount rate used for determining the projected benefit obligation at December 31 of the second calendar year prior to the year of retirement. Participants may also elect to take all or part of the net present value over a fixed period of years elected by the participant, not to exceed 20 years, earning interest at the same discount rate. A participant is not permitted to receive more than 30% of the net present value of the benefit before the third anniversary of the termination of employment, unless he or she is at least 60 years old at termination, in which case the participant may receive 100% of the net present value of the benefit as early as six months after the termination of employment. Eligible participants electing to receive more than 30% of the net present value of the benefit within 36 months of their termination must enter into a written noncompetition agreement with us and agree to forfeit and repay the lump sum if they breach that agreement.

 

 

OTHER POST-RETIREMENT BENEFITS

 

The NEOs who retire after age 55 with at least five years of service (10 years of service for NEOs hired on or after October 1, 2015) or who are retirement eligible under the “modified rule of 75” continue to receive the benefits shown in the following table after retirement, except that of the NEOs, only Mr. Stephenson is entitled to receive executive health coverage after retirement. Benefits that are available generally to managers are omitted from the table. All the NEOs except for Messrs. McAtee and Kilar are currently retirement eligible.

Financial counseling benefits will be made available to the Executive Officers for 36 months following retirement or, in the event of the Executive Officer’s death, to the surviving spouse for one year after death, whichever occurs first. We do not reimburse

taxes on personal benefits for Executive Officers, other than certain non-deductible relocation costs, which along with the tax reimbursement, we make available to nearly all management employees. Through December 31, 2017, the executive health coverage supplemented the group health plan. Effective January 1, 2018, the executive health coverage is the primary and sole health coverage for eligible participants. The coverage is provided to Mr. Stephenson post-employment based on eligibility provisions that existed before he became CEO. During their employment, officers are subject to an annual deductible on health benefits, co-insurance, and must pay a portion of the premium. Officers who are eligible to receive the executive health coverage in retirement have no annual deductible or co-insurance, but they must pay larger premiums. In

 

 

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addition, we also provide communications, broadband/TV and related services and products; however, to the extent the service is provided by

AT&T, it is typically provided at little or no incremental cost. These benefits are subject to amendment.

 

 

OTHER POST-RETIREMENT BENEFITS

 

  Personal Benefit  

Estimated Amount (valued at our incremental cost)

Financial counseling

  

Maximum of $14,000 per year for 36 months

Financial counseling provided in connection with retirement

  

Maximum of $20,000 total

Estate planning

  

Maximum of $10,000 per year for 36 months

Communication benefits

  

Average of $4,150 annually

Health coverage

(Mr. Stephenson only)

  

Estimated at $38,900 annually, which is in addition to required contributions from the employee

 

In the event of the officer’s death, the officer’s unvested Restricted Stock Units and Restricted Stock, if any, will vest, and outstanding Performance Shares will pay out at 100% of target. As a result, if an active NEO had died at the end of 2020, the amounts of Restricted Stock Units and/or Restricted Stock, as applicable, that would have vested and been distributed are: Mr. Kilar—$47,357,798; Mr. McAtee—$12,587,619; and Mr. McElfresh—$1,518,873. The amounts of Performance Shares that would have distributed are as follows: Mr. Stankey—$14,849,623; Mr. Stephenson—$25,825,618; Mr. Stephens—$13,908,797; Mr. McAtee—$6,670,882; and Mr. McElfresh—$5,714,957.

In addition, in the event of termination of employment due to disability, unvested Restricted Stock Units and Restricted Stock, if any, will also vest; however, Restricted Stock Units will not pay out until their scheduled vesting distribution times (except for Mr. Kilar, whose award would be paid promptly). End-of-year amounts for Messrs. McAtee, McElfresh and Kilar are shown above. Conversely, Performance Shares will not be accelerated in the event of a termination due to disability but will be paid without proration, based solely on the achievement of the pre-determined performance goals.

We pay recoverable premiums on split-dollar life insurance that provides a specified death benefit to beneficiaries of each NEO except Mr. Kilar. The benefit is equal to one times salary during the officer’s employment, except for the CEO (including Mr. Stephenson) who receives two times salary. After retirement, for officers who first participated

beginning in 1998, the death benefit remains one times salary until he or she reaches age 66; the benefit is then reduced by 10% each year until age 70, when the benefit becomes one-half of his or her final salary. For officers who participated prior to 1998, including Messrs. Stephenson and Stephens, the post-retirement death benefit is one times salary. In addition, managers who were officers prior to 1998 are entitled to additional one times salary death benefit while employed and during retirement.

In addition to the foregoing, each of the active NEOs (except Mr. Kilar who is not eligible for this benefit) purchased optional additional split-dollar life insurance coverage equal to two times salary, which is subsidized by the Company. If the policies are not fully funded upon the retirement of the officer, we continue to pay our portion of the premiums until they are fully funded. The officer’s premium obligation ends at age 65.

Mr. Stephens elected to take his death benefits in the form of a ten-year Company-paid annuity payable after death, using an 11% discount rate based on 185% of the value of the death benefits. The increase in the value of the death benefits is to offset the income taxes that will result from the Company-paid benefit that would not be applicable in the case of insurance payments. This alternative payment method was available only to officers who elected the annuity before 1998. If Mr. Stephens had passed away at the end of 2020, his annual death benefit for ten years would have been $1,430,254.

 

 

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EXECUTIVE COMPENSATION TABLES

 

NONQUALIFIED DEFERRED COMPENSATION

 

  Name   Plan (1)  

Executive
Contributions

in Last FY (2)

($)

  

Registrant
Contributions

in Last FY (2)

($)

  

Aggregate
Earnings in

Last FY (2)(3)

($)

  

Aggregate
Withdrawals/

Distributions

($)

  

Aggregate

Balance at

Last FYE (2)

($)

 

STANKEY

 

Stock Purchase and Deferral Plan

  

 

 

 

 

 

 

 

(357,891

 

 

 

 

 

1,322,601

 

 

Cash Deferral Plan

  

 

 

 

 

 

 

 

8,434

 

 

 

 

 

 

251,914

 

STEPHENSON

 

Stock Purchase and Deferral Plan

  

 

5,308,500

 

 

 

1,099,140

 

 

 

(3,535,364

 

 

7,758,651

 

 

 

12,264,748

 

 

Cash Deferral Plan

  

 

487,500

 

 

 

 

 

 

234,530

 

 

 

5,096,314

 

 

 

6,139,639

 

STEPHENS

 

Stock Purchase and Deferral Plan

  

 

2,775,438

 

 

 

596,358

 

 

 

(1,695,036

 

 

472,156

 

 

 

7,494,721

 

MCATEE

 

Stock Purchase and Deferral Plan

  

 

2,090,638

 

 

 

466,598

 

 

 

(420,894

 

 

1,135,066

 

 

 

2,262,550

 

MCELFRESH

 

Stock Purchase and Deferral Plan

  

 

383,400

 

 

 

103,800

 

 

 

(262,818

 

 

131,051

 

 

 

1,214,387

 

  

Cash Deferral Plan

  

 

 

 

 

 

 

 

15,515

 

 

 

 

 

 

463,380

 

NOTE 1. Amounts attributed to the Stock Purchase and Deferral Plan or to the Cash Deferral Plan also include amounts from their predecessor plans. No further contributions are permitted under the predecessor plans.

NOTE 2. Of the amounts reported in the contributions and earnings columns and also included in the aggregate balance column in the table above, the following amounts are reported as compensation for 2020 in the “Summary Compensation Table”: Mr. Stankey— $1,967, Mr. Stephenson—$1,930,356, Mr. Stephens—$939,795, Mr. Kilar—$0, Mr. McAtee—$855,035, and Mr. McElfresh—$277,419. Of the amounts reported in the aggregate balance column, the following aggregate amounts were previously reported in the “Summary Compensation Table” for 2019 and 2018, combined: Mr. Stankey—$3,831, Mr. Stephenson—$7,035,660, Mr. Stephens—$4,778,025, Mr. Kilar—$0, Mr. McAtee—$1,702,200, McElfresh—$453,779.

NOTE 3. Aggregate Earnings include interest, dividend equivalents, and stock price appreciation/depreciation. The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table” includes only the interest that exceeds the SEC market rate, as shown in footnote 3 to the “Summary Compensation Table”.

 

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STOCK PURCHASE AND DEFERRAL PLAN (SPDP)

Under the SPDP and its predecessor plan, mid-level managers and above may annually elect to defer up to 30% of their salary and annual bonus (WarnerMedia employees have a separate deferral plan and do not participate in the SPDP or the CDP; Mr. Kilar does not participate in any of the deferral plans). Officers, including the NEOs, may defer up to 95% of their short-term award, which is similar to, and paid in lieu of, the annual bonus paid to other management employees. In addition, the Committee may approve other contributions to the plan. Contributions are made through payroll deductions and are used to purchase AT&T deferred share units (each representing the right to receive a share of AT&T stock) at fair market value on a tax-deferred basis. Participants receive a 20% match in the form of additional deferred share units; however, with respect to short-term awards, officer level participants receive the 20% match only on the purchase of deferred share units that represent no more than their target awards. In addition, the Company provides “makeup” matching contributions in the form of additional deferred share units in order to generally offset the loss of match in the 401(k) plan caused by participation in the SPDP and the CDP, and to provide match on compensation that exceeds Federal compensation limits for 401(k) plans. The makeup match is an 80% match on contributions from the first 6% of salary and bonus (the same rate as used in the Company’s principal 401(k) plan), reduced by the amount of matching contributions the employee is eligible to receive (regardless of actual participation) in the Company’s 401(k) plan. (For certain managers hired after January 1, 2015, the 401(k) match and SPDP makeup match is 133% on contributions from the first 3% of salary and bonus and 100% for the next 3%.) Officer level employees do not receive a makeup match on the contribution of their short-term awards. Deferrals are distributed in AT&T stock at times elected by the participant. For salary deferrals prior to 2011 and bonus deferrals prior to 2012, in lieu of the 20% match, participants received two stock options for each deferred share unit acquired. Each stock option had an exercise price equal to the fair market value of the stock on the date of grant.

CASH DEFERRAL PLAN (CDP)

Managers who defer at least 6% of salary in the SPDP may also defer up to 50% (25% in the case of mid-level managers) of salary into the CDP. Similarly, managers that defer 6% of bonuses in the SPDP may also defer bonuses in the CDP, subject to the same deferral limits as for salary; however, officer level managers may defer up to 95% of their short-term award into the CDP without a corresponding SPDP deferral. In addition, the Committee may approve other contributions to the plan. We pay interest at the Moody’s Long-Term Corporate Bond Yield Average for the preceding September (the Moody’s rate), a common index used by companies. Pursuant to the rules of the SEC, we include in the “Summary Compensation Table” under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” any earnings on deferred compensation that exceed a rate determined in accordance with SEC rules. Deferrals are distributed at times elected by the participant. Similarly, under its predecessor plan, managers could defer salary and incentive compensation to be paid at times selected by the participant. No deferrals were permitted under the prior plan after 2004. Account balances in the prior plan are credited with interest at a rate determined annually by the Company, which will be no less than the prior September Moody’s rate.

 

 

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AT&T SEVERANCE POLICY

 

Under the AT&T Severance Policy, the Company will not provide severance benefits to an Executive Officer that exceed 2.99 times the officer’s annual base salary, plus target bonus, unless the excess

payment receives prior stockholder approval or is ratified by stockholders at a regularly scheduled annual meeting within the following 15 months.

 

 

POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

 

Change in Control

An acquisition in our industry can take a year or more to complete, and during that time it is critical that the Company have continuity of its leadership. If we are in the process of being acquired, our officers may have concerns about their employment with the new company. Our Change in Control Severance Plan offers benefits so that our officers may focus on the Company’s business without the distraction of searching for new employment. The Change in Control Severance Plan covers our officers, including the NEOs except for Mr. Kilar who has individual severance provisions.

Description of Change in Control Severance Plan

The Change in Control Severance Plan provides an officer who is terminated or otherwise leaves our Company for “good reason” after a change in control a payment equal to 2.99 times the sum of the executive’s most recent salary and target annual bonus for the fiscal year in which the Change in Control occurs. The Company is not responsible for the payment of excise taxes (or taxes on such payments). In 2014, the Company eliminated health, life insurance and financial counseling benefits from the plan.

“Good reason” means, in general, assignment of duties inconsistent with the executive’s title or status; a substantial adverse change in the nature or status of the executive’s responsibilities; a reduction in pay; or failure to pay compensation or continue benefits. For the CEO, we eliminated a provision that defined “good reason” to include a good faith determination by the executive within 90 days of the change in control that he or she is not able to discharge his or her duties effectively.

Under the plan, a change in control occurs: (a) if anyone (other than one of our employee benefit plans) acquires more than 20% of AT&T’s common stock, (b) if within a two-year period, the Directors at the beginning of the period (together with any new Directors elected or nominated for election by a two-thirds majority of Directors then in office who

were Directors at the beginning of the period or whose election or nomination for election was previously so approved) cease to constitute a majority of the Board, (c) upon consummation of a merger where AT&T Inc. is one of the merging entities and where persons other than the AT&T stockholders immediately before the merger hold more than 50% of the voting power of the surviving entity, or (d) upon our stockholders’ approval of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets.

If a change in control and a subsequent termination of employment of the NEOs had occurred at the end of 2020 in accordance with the Change in Control Severance Plan, the following estimated severance payments would have been paid in a lump sum.

POTENTIAL CHANGE IN CONTROL SEVERANCE PAYMENTS AS OF DECEMBER 31, 2020

 

 Name  

Severance

($)

 

STANKEY

  

 

26,611,000

 

STEPHENSON

  

 

23,322,000

 

STEPHENS

  

 

11,511,500

 

MCATEE

  

 

10,913,500

 

MCELFRESH

  

 

8,073,000

 

None of the NEOs hold stock awards that would be subject to automatic vesting in connection with a change in control.

Mr. Kilar

Mr. Kilar will be entitled to severance benefits either in the event Mr. Kilar’s employment is terminated without cause or in the event Mr. Kilar terminates his employment within six months after the sale of the business and assets of Warner Media and the successor does not expressly assume the obligations under Mr. Kilar’s employment contract. In either case, he will remain subject to confidentiality,

 

 

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non-compete, and non-solicitation covenants (the “Loyalty Provisions”) of his contract. If at the date of his termination, he has been employed for less that two years, the Loyalty provisions will continue to apply for six months; if he has been employed for a longer period, the Loyalty provisions will continue to apply for one year (the applicable period the Loyalty provisions apply is the “Severance Period”).

After his termination of employment, Mr. Kilar shall receive any unpaid salary and a prorated bonus subject to performance. During the Severance Period (6 or 12 months), so long as Mr. Kilar complies with the Loyalty Provisions, he will continue to receive a salary and an amount equal to his target bonus prorated, if necessary, for Severance Period. During the

Severance Period, he will be permitted to continue participation in Warner Media LLC’s health and welfare benefit plans as though he remained an employee. He will also receive the following severance payments, paid monthly over a twelve month period: if employed by Warner Media for three or more years, a severance equal to 1.99 times his salary and target bonus; if employed for more than two years and less than three years, a severance of 1 times his salary and target bonus.

Restricted Stock Units will continue to vest during the Severance Period. He will also receive a prorata portion of the RSUs next scheduled to vest (based on the period between the prior RSU vesting and the end of the Severance Period).

 

 

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OTHER INFORMATION

 

AVAILABILITY OF CORPORATE GOVERNANCE DOCUMENTS

 

A copy of AT&T’s Annual Report to the SEC on Form 10-K for the year 2020 may be obtained without charge upon written request to AT&T Stockholder Services, 208 S. Akard, Room 1830, Dallas, Texas 75202. AT&T’s Corporate Governance Guidelines, Code of Ethics, and Committee Charters for the following committees may be viewed online at www.att.com and are also available in print to anyone who requests them (contact AT&T Stockholder Services at the above address): Audit Committee, Human Resources Committee, Corporate Governance and Nominating Committee, Corporate Development and Finance Committee, Public Policy and Corporate Reputation Committee, and Executive Committee.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

If a stockholder wishes to present a proposal or nominate a person for election as a Director at the 2022 Annual Meeting of Stockholders without such proposal or nomination being included in the Company’s proxy materials, such proposal or nomination must be received by the Senior Vice President, Deputy General Counsel and Secretary of AT&T at 208 S. Akard, Suite 2954, Dallas, Texas 75202 not less than 90 days nor more than 120 days before the anniversary of the prior Annual Meeting of Stockholders. Since the Annual Meeting of Stockholders will be held on April 30, 2021, written notice of any such proposal or nomination must be received by the Company no earlier than December 31, 2021, and no later than January 30, 2022. In addition, such proposal or nomination must meet certain other requirements and provide such additional information as provided in the Company’s Bylaws. A copy of the Company’s Bylaws may be obtained without charge from the Senior Vice President, Deputy General Counsel and Secretary of AT&T. Special notice provisions apply under the Bylaws if the date of the Annual Meeting is more than 30 days before or 70 days after the anniversary date.

Stockholder proposals intended to be included in the proxy materials for the 2022 Annual Meeting must be received by November 11, 2021. Such proposals should be sent in writing by courier or certified mail to the Senior Vice President, Deputy General Counsel and Secretary of AT&T at 208 S. Akard Street, Suite 2954, Dallas, Texas 75202. Stockholder proposals that are sent to any other person or location or by any other means may not be received in a timely manner.

Nominations for a Director intended for inclusion in the Company’s proxy materials for the 2022 Annual Meeting must be made in accordance with the proxy access provisions of the Company’s Bylaws and such nomination must be received by the Senior Vice President, Deputy General Counsel and Secretary of AT&T at 208 S. Akard, Suite 2954, Dallas, Texas 75202 not less than 120 days nor more than 150 days before the anniversary of the date that the Company mailed its Proxy Statement for the prior year’s Annual Meeting of Stockholders. For the 2022 Annual Meeting, written notice of any such nomination must be received by the Company no earlier than October 13, 2021 and no later than November  11, 2021.

HOUSEHOLDING INFORMATION

No more than one annual report and Proxy Statement will be sent to multiple stockholders sharing an address unless AT&T has received contrary instructions from one or more of the stockholders at that address. Stockholders may request a separate copy of the most recent annual report and/or the Proxy Statement by writing the transfer agent at: Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078, or by calling (800) 351-7221. Stockholders calling from outside the United States may call (781) 575-4729. Requests will be responded to promptly. Stockholders sharing an address who desire to receive multiple copies, or who wish to receive only a single copy, of the annual report and/or the Proxy Statement may write or call the transfer agent at the above address or phone numbers to request a change.

DELINQUENT SECTION 16(a) REPORTS

AT&T’s Executive Officers and Directors are required under the Securities Exchange Act of 1934 to file reports of transactions and holdings in AT&T common stock with the SEC. Based solely on a review of the filed reports made during or with respect to the preceding year, AT&T believes that all Executive Officers and Directors were in compliance with the filing requirements applicable to such Executive Officers and Directors except as follows. Because of the complex nature of the forms, AT&T files the reports on behalf of the executive officers. During early 2020, while timely reporting certain equity grants, the company inadvertently omitted to disclose, for each of the then-executive officers, one restricted stock unit grant. The reports were subsequently amended to include such grants.

 

 

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COST OF PROXY SOLICITATION

 

The cost of soliciting proxies will be borne by AT&T. Officers, agents and employees of AT&T and its subsidiaries and other solicitors retained by AT&T may, by letter, by telephone or in person, make additional requests for the return of proxies and may

receive proxies on behalf of AT&T. Brokers, nominees, fiduciaries and other custodians will be requested to forward soliciting material to the beneficial owners of shares and will be reimbursed for their expenses. AT&T has retained D. F. King & Co., Inc. to aid in the solicitation of proxies at a fee of $24,500, plus expenses.

 

 

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CEO PAY RATIO

Pursuant to SEC rules, we are providing the following information about the ratio of the annual total compensation of our median employee to the annual total compensation of Mr. Stankey, our CEO. Given the CEO transition which occurred in 2020, for purposes of the pay ratio calculation we annualized Mr. Stankey’s compensation as if he had served as CEO for the entire year. Mr. Stankey’s annualized 2020 compensation is based on the following:

Salary: an annualized salary of $1,800,000, which is based on his CEO-level salary rate of $2,400,000 as if such rate had been in effect throughout the entire year and based on the requested and approved 50% reduction of his salary in the second half of the year in response to the global pandemic.

Short Term Incentive: an annual award of $2,800,000, which is calculated based on annualizing his entire 2020 bonus using the annual bonus target applied to the portion of the year he served as CEO and reduced by the requested and approved limit of 50% of his target bonus in response to the global pandemic;

Long-term Incentive: the full value of his long-term incentive awards granted in 2020, which includes the additional grant he received at the time of promotion;

Change in Pension and All Other Compensation: as reported in the Compensation of Executive Officers—Summary Compensation Table

The total compensation of our median employee, $89,399. The final pay ratio calculation is 227:1.

 

    Determination of CEO Pay Ratio     

Step 1

  

Total compensation of the CEO1

  

$

20,320,917

 

Step 2

  

Total compensation of the median employee2

  

$

89,399

 

Step 3

  

Divide compensation of the CEO by the median employee

  

 

227.3

 

Result

  

CEO pay ratio

  

 

227:1

 

 

1

Includes the value of Mr. Stankey’s health benefits.

2

Includes the cost of group health and welfare benefits.

Our median employee for 2020 was determined using the compensation of employees who were actively employed on October 1, 2020 (the Measurement Date). We used their cash compensation for the first 3 quarters of the year to determine the median employee.

 

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DETERMINATION OF NUMBER OF EMPLOYEES FOR SELECTION OF MEDIAN EMPLOYEE

USING THE MEASUREMENT DATE OF OCTOBER 1, 2020

 

  Step 1

 

Identify all active US-based employees

 

 

 

181,960

  Step 2

 

Identify all active non-US based employees in foreign countries  with our largest employee populations:

 

 

 

39,582

 

Mexico

 

19,893  

 

Argentina

 

 

4,297

 

 

United Kingdom

 

 

4,240

 

 

Slovakia

 

 

3,163

 

 

India

 

 

3,064

 

 
 

Colombia

 

2,664  

 

Brazil

 

 

2,261

 

       

  Step 3

 

Identify all active non-US based employees in the other 60  foreign countries:

  

 

10,850

 

Australia

 

332  

 

Austria

 

 

13

 

 

Barbados

 

 

2

 

 

Belgium

 

 

146

 

 

Bulgaria

 

 

87

 

 
 

Canada

 

725  

 

Chile

 

 

1,211

 

 

China

 

 

130

 

 

Costa Rica

 

 

239

 

 

Croatia

 

 

11

 

 
 

Cuba

 

1  

 

Curacao

 

 

12

 

 

Czech Republic

 

 

1,481

 

 

Denmark

 

 

110

 

 

Ecuador

 

 

241

 

 
 

Egypt

 

2  

 

El Salvador

 

 

1

 

 

Finland

 

 

33

 

 

France

 

 

529

 

 

Germany

 

 

678

 

 
 

Greece

 

3  

 

Guatemala

 

 

2

 

 

Hong Kong

 

 

369

 

 

Hungary

 

 

166

 

 

Indonesia

 

 

2

 

 
 

Iraq

 

1  

 

Ireland

 

 

71

 

 

Israel

 

 

398

 

 

Italy

 

 

300

 

 

Japan

 

 

445

 

 
 

Lebanon

 

3  

 

Lithuania

 

 

1

 

 

Malaysia

 

 

545

 

 

Moldova

 

 

176

 

 

Netherlands

 

 

297

 

 
 

New Zealand

 

34  

 

Norway

 

 

12

 

 

Pakistan

 

 

4

 

 

Panama

 

 

11

 

 

Peru

 

 

219

 

 
 

Philippines

 

78  

 

Poland

 

 

66

 

 

Portugal

 

 

11

 

 

Republic of Serbia

 

 

3

 

 

Romania

 

 

24

 

 
 

Russian Federation

 

15  

 

Singapore

 

 

511

 

 

Slovenia

 

 

2

 

 

South Africa

 

 

12

 

 

South Korea

 

 

88

 

 
 

Spain

 

369  

 

Sweden

 

 

155

 

 

Switzerland

 

 

75

 

 

Taiwan

 

 

47

 

 

Thailand

 

 

14

 

 
 

Trinidad

 

74  

 

Turkey

 

 

41

 

 

United Arab Emirates

 

 

72

 

 

Uruguay

 

 

148

 

 

Venezuela

 

 

2

 

 

  Result

 

Total number of active global employees excluding the CEO.

 

 

 

232,392

The total compensation of our median employee, $89,399, was determined using the same methodology we use for Mr. Stankey’s Summary Compensation Table compensation, and we included the cost of group health and welfare benefits. The total compensation of the CEO John T. Stankey was $20,320,917, which includes the value of Mr. Stankey’s health benefits. The final pay ratio calculation is 227:1.

 

2021 PROXY

 

77

 

AT&T INC.


Table of Contents

ANNEX A

 

LOGO

 

Discussion and Reconciliation of Non-GAAP Measures

We believe the following measures are relevant and useful information to investors as they are part of AT&T’s internal management reporting and planning processes and are important metrics that management uses to evaluate the operating performance of AT&T and its segments. Management also uses these measures as a method of comparing performance with that of many of our competitors. These measures should be considered in addition to, but not as a substitute for, other measures of financial performance reported in accordance with U.S. generally accepted accounting principles (GAAP).

Free Cash Flow

Free cash flow is defined as cash from operations minus capital expenditures. Free cash flow after dividends is defined as cash from operations minus capital expenditures and dividends on common and preferred shares. Free cash flow dividend payout ratio is defined as the percentage of dividends paid on common and preferred shares to free cash flow. We believe these metrics provide useful information to our investors because management views free cash flow as an important indicator of how much cash is generated by routine business operations, including capital expenditures, and makes decisions based on it. Management also views free cash flow as a measure of cash available to pay debt and return cash to shareowners.

 

Free Cash Flow and Free Cash Flow Dividend Payout Ratio

 
Dollars in millions  Year Ended
2020
 

Net cash provided by operating activities

  

$

43,130

Less: Capital expenditures

  

 

(15,675

Free Cash Flow

  

 

27,455

Less: Dividends paid

  

 

(14,956

Free Cash Flow after Dividends

  

$

12,499

Free Cash Flow Dividend Payout Ratio

  

 

54.5

Cash Paid for Gross Capital Investment

In connection with capital improvements, we negotiate with some of our vendors to obtain favorable payment terms of 120 days or more, referred to as vendor financing, which are excluded from capital expenditures and reported in accordance with GAAP as financing activities. We present an additional view of cash paid for gross capital investment to provide investors with a comprehensive view of cash used to invest in our networks, product developments and support systems, excluding FirstNet reimbursements.

 

Cash Paid for Gross Capital Investment

 
Dollars in millions  Year Ended
2020
 

Capital Expenditures

  

$

(15,675

Cash paid for vendor financing

  

 

(2,966

FirstNet reimbursement

  

 

(1,063

Gross Capital Investment

  

$

(19,704

 

2021 PROXY

 

A-1

 

AT&T INC.


Table of Contents

ESG PRIORITIES

 

                    
  

LOGO

 

OUR COMMUNITIES

 

AT&T has invested more than $125B over the past 5 years to connect America. Through continued network investment, policy advocacy, product offerings and philanthropy, we are focused on addressing the digital divide that is denying 17M students effective learning resources and bright futures.

   

LOGO

 

OUR OPERATIONS

 

AT&T has committed to be carbon neutral across our entire global operations by 2035. We will achieve net zero Scope 1 and 2 emissions – the yearly equivalent of 1,104,036 homes’ electricity use.

   

LOGO

 

OUR SUPPLY CHAIN

 

We set a Science Based Target to help ensure that 50% of our suppliers (covering purchased goods and services, capital goods and downstream leased assets as a portion of spend) set their own science-based Scope 1 and Scope 2 emissions-reduction targets by 2024.

 
  

 

   

 

   

 

 
  

$125B INVESTED OVER

THE PAST 5 YEARS

 

   

COMMITTED TO BE CARBON NEUTRAL BY 2035

 

   

ESTABLISHED

SCIENCE-BASED EMISSION

REDUCTION TARGETS

 

 
         

 

 

LOGO

 

RECOGNITION:

 

Bloomberg Gender Equality Index

CDP Climate Change Leadership Tier (A-)

Center for Resource Solutions Green Power Leadership Award (Market Development)

CR Magazine 100 Best Corporate Citizens

DiversityInc Top 50 Companies for Diversity Hall of Fame

Dow Jones Sustainability Index North America

Ethisphere World’s Most Ethical Companies

• Fortune Best Big Companies to Work For, World’s Most Admired Companies

Great Place to Work Best Workplaces for Diversity

Human Rights Campaign Corporate Equality Index

JUST Capital America’s Most JUST Companies (JUST 100)

National Organization on Disability Leading Disability Employer

Newsweek America’s Most Responsible Companies

Points of Light The Civic 50

 

i

Scope 1 emissions include direct emissions from sources owned or controlled by the company (such as the fleet). Scope 2 emissions include indirect emissions that result from the generation of purchased energy.

 

ii

EPA Greenhouse Gas Equivalencies Calculator. https://www.epa.gov/energy/greenhouse-gas-equivalencies-calculator

 

 

LOGO  LOGO


Table of Contents

LOGO


Table of Contents
     

LOGO

 

AT&T INC.

208 S. AKARD RM 1830

DALLAS, TX 75202

  

LOGO

 

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

 

     
  

Use the Internet to transmit your voting instructions and access proxy materials.

Vote by 11:59 p.m. Eastern Time on April 29, 2021, for shares held directly and by 11:59 p.m. Eastern Time on April 27, 2021, for shares held in a Plan. Use your 16-digit control number to access the above web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 
  

 

During The Meeting - Go to www.virtualshareholdermeeting.com/T2021

 
   
  

You may attend the meeting via the Internet and vote during the meeting. Use your 16-digit control number to access the above meeting web site and follow the instructions. Plan participants must submit their voting instructions before the meeting.

 

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on April 29, 2021, for shares held directly and by 11:59 p.m. Eastern Time on April 27, 2021, for shares held in a Plan. Use your 16-digit control number when you call and then follow the instructions.

 
  

 

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

D30316-P492777                     KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — —  — — —— — —— — — —

DETACH AND RETURN THIS PORTION ONLY

Annual Meeting Proxy Card/Voting Instruction Card

 

  AT&T INC.

The Board of Directors recommends a vote FOR the

listed nominees.

                         

 

    1. Election of Directors For Against Abstain
   1a.   William E. Kennard   
   1b. Samuel A. Di Piazza, Jr.   
   1c. Scott T. Ford   
   1d. Glenn H. Hutchins   
   1e. Debra L. Lee   
   1f. Stephen J. Luczo   
   1g. Michael B. McCallister   
   1h. Beth E. Mooney   
   1i. Matthew K. Rose   
   1j. John T. Stankey   
   1k. Cynthia B. Taylor   
   1l. Geoffrey Y. Yang   
        
            
        
 The Board of Directors recommends a vote FOR Items 2 and 3. For Against Abstain  
 2.   Ratification of appointment of independent auditors.     
 3.   Advisory approval of executive compensation.     
 

The Board of Directors recommends a vote AGAINST

Item 4.

 For Against Abstain  
 4. Stockholder Right to Act by Written Consent.     
         
 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THIS PORTION IN THE ENCLOSED ENVELOPE.     
 

Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

           
           
 

  

                                                                                                            
  Signature [PLEASE SIGN WITHIN BOX]  Date                             Signature (Joint Owners)  Date  


Table of Contents

 

 

 

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be held on April 30, 2021:

The Proxy Statement and Annual Report are available at www.proxyvote.com.

 

 

 

 

 

— — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — —  —— — — — — 

D30317-P49277       

 

 

This proxy is solicited on behalf of the Board of Directors for the Annual Meeting on April 30, 2021.

The undersigned hereby appoints William E. Kennard, John T. Stankey and Pascal Desroches, and each of them, proxies, with full power of substitution, to vote all common shares of the undersigned in AT&T Inc. at the Annual Meeting of Stockholders to be held virtually on April 30, 2021, and at any adjournment thereof, upon all subjects that may properly come before the meeting, including the matters described in the proxy statement furnished herewith, in accordance with the directions indicated on the reverse side of this card or provided through the telephone or Internet proxy procedures, and at the discretion of the proxies on any other matters that may properly come before the meeting. If specific voting directions are not given with respect to the matters to be acted upon and the signed card is returned, it will be treated as an instruction to vote such shares in accordance with the Directors’ recommendations on the matters listed on the reverse side of this card and at the discretion of the proxies on any other matters that may properly come before the meeting.

The Board of Directors recommends a vote FOR all nominees, FOR Items 2 and 3, and AGAINST the stockholder proposal (Item 4) listed on the reverse side of this card (each of which is described in the proxy statement). The Board of Directors knows of no other matters that are to be presented at the meeting.

Please sign on the reverse side and return promptly in the enclosed envelope or, if you choose, you can submit your proxy by telephone, through the Internet or mail it to Broadridge, 51 Mercedes Way, Edgewood, NY 11717. This proxy card, when signed and returned, or your telephone or Internet proxy, will also constitute voting instructions to the (a) plan administrator for shares held on your behalf pursuant to The DirectSERVICE Investment Program (dividend reinvestment plan) and (b) plan administrator or trustee for shares held on your behalf under any of the following employee benefit plans: the AT&T Retirement Savings Plan; the AT&T Savings and Security Plan; the AT&T Puerto Rico Retirement Savings Plan; and the BellSouth Savings and Security Plan. Shares in the employee benefit plans, for which voting instructions are not received (uninstructed shares) will not be voted, subject to the trustee’s fiduciary obligations. To allow sufficient time for voting by the trustees and/or administrators of the plans, your voting instructions must be received by April 27, 2021.