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NOTICE OF ANNUAL
MEETING OF
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To Our Stockholders
IT’S A PLEASURE TO INVITE YOU TO OUR 2023 ANNUAL MEETING OF
STOCKHOLDERS. I HOPE YOU CAN JOIN US VIRTUALLY ON
THURSDAY, MAY 18, 2023, AT 3:30 P.M. CENTRAL TIME.
Dear Stockholders:
It’s an honor to serve as chairman of AT&T’s Board of Directors and uphold
our Company’s tradition of strong, efficient governance.
The Board is committed to representing your interests and ensuring AT&T
invests in long-term growth initiatives that deliver the returns you expect.
And the diversity of our experience and expertise enables us to achieve that
as we help steer AT&T’s strategy and operations to create value for you.
Keeping you informed of our progress is incredibly important to us, and I
hope you’ll join us for AT&T’s virtual Annual Meeting of Stockholders on
Thursday, May 18. Thank you for continued confidence in AT&T.
Sincerely,
Bill Kennard
William E. Kennard
INDEPENDENT CHAIRMAN OF THE
BOARD
Dear Stockholders:
I look forward to discussing AT&T’s business momentum and outlook at our
virtual 2023 Annual Meeting of Stockholders. Please join us at
meetnow.global/ATT2023 on Thursday, May 18, starting at 3:30 p.m. Central
time.
At the meeting, we’ll update you on our plans to continue connecting
people to greater possibility through 5G and Fiber as we build on the
strong results we delivered in 2022 against our business priorities.
We are laser-focused on delivering sustainable growth in 2023 and beyond to
generate long-term value for our stockholders. On behalf of the Board and
management team, thank you for your trust and support.
Sincerely,
John Stankey
April 3, 2023
John T. Stankey
CHIEF EXECUTIVE OFFICER AND
PRESIDENT
AT&T Inc.
One AT&T Plaza
Whitacre Tower
208 S. Akard Street
Dallas, TX 75202
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
To the Holders of Common Stock of AT&T Inc.:
The 2023 Annual Meeting of Stockholders of AT&T Inc. will
be conducted virtually on the Internet. There will be no
in-person meeting.
When:
3:30 p.m. Central time
Thursday, May 18, 2023
Web Address: meetnow.global/ATT2023
The purpose of the annual meeting is to consider and act
on the following:
1. Election of Directors
2. Ratification of Ernst & Young LLP as independent
auditors
3. Advisory approval of executive compensation
4. Advisory approval of frequency of vote on executive
compensation
5. 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 20, 2023, are entitled to vote at the
meeting and at any adjournment of the meeting.
By Order of the Board of Directors.
Stacey Maris
Senior Vice President - Deputy General Counsel
and Secretary
April 3, 2023
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 meetnow.global/ATT2023 by following
the prompts, which will ask for the Stockholder’s 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
MAY 18, 2023:
The Proxy Statement and Annual Report to
Stockholders are available at
www.edocumentview.com/att
Attending the Meeting
The Record Date for AT&T’s 2023 Annual Meeting of Stockholders is March 20, 2023.
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
meetnow.global/ATT2023 and follow the prompts, which will ask you to enter your control number. The control
number is 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 meetnow.global/ATT2023 and use your 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 May 15, 2023.
Guests
The meeting will also be available to the general public at the following link: meetnow.global/ATT2023. 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 meetnow.global/ATT2023 using your control number.
In addition, you may submit questions beginning three days before the day of the meeting by going to
meetnow.global/ATT2023. 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
pre-record the introduction of their proposal. The introduction must be relevant to the proposal and, of course,
may not otherwise be inappropriate.
Control Number
Your control number appears 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 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 investors.att.com.
Table of Contents
SUMMARY .................................................................................................... SUM 1
GENERAL ..................................................................................................... 1
VOTING ITEMS ................................................................................................ 2
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 ............................................................ 9
Management Proposal – Item No. 3 - Advisory Approval of Executive Compensation ...................... 9
Management Proposal – Item No. 4 - Advisory Approval of Frequency of Vote on Executive
Compensation .........................................................................................
10
Stockholder Proposal – Item No. 5 - Independent Board Chairman ........................................ 11
Stockholder Proposal – Item No. 6 - Racial Equity Audit .................................................... 13
CORPORATE GOVERNANCE .................................................................................. 16
The Role of the Board ..................................................................................... 16
Board’s Role in Risk Oversight ............................................................................. 16
Ethics and Compliance Program .......................................................................... 17
Board Leadership Structure ............................................................................... 17
Duties and Responsibilities ................................................................................ 17
Director Nomination Process ............................................................................. 18
Director Independence ................................................................................... 18
Board Committees ....................................................................................... 19
Communicating with Your Board ......................................................................... 20
Annual Multi-Step Board Evaluations ...................................................................... 21
Related Person Transactions .............................................................................. 22
Director Compensation ................................................................................... 22
Director Plans ............................................................................................ 23
2022 Director Compensation Table ....................................................................... 24
COMMON STOCK OWNERSHIP ............................................................................... 25
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) ........................................................ 27
AUDIT COMMITTEE ........................................................................................... 33
COMPENSATION DISCUSSION AND ANALYSIS ............................................................... 36
Executive Summary ...................................................................................... 37
Role of the Human Resources Committee ................................................................ 42
Elements of 2022 Compensation .......................................................................... 43
How NEOs Were Paid for Performance in 2022 ............................................................ 45
2022 Long-Term Grants ................................................................................... 53
COMPENSATION COMMITTEE REPORT ...................................................................... 59
EXECUTIVE COMPENSATION TABLES ........................................................................ 60
OTHER INFORMATION ........................................................................................ 73
Availability of Corporate Governance Documents ......................................................... 73
Stockholder Proposals and Director Nominees ............................................................ 73
Householding Information ................................................................................ 73
Delinquent Section 16(a) Reports ......................................................................... 74
Cost of Proxy Solicitation ................................................................................. 74
CEO Pay Ratio ............................................................................................ 74
Pay Versus Performance .................................................................................. 76
ANNEX A ...................................................................................................... A-1
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. Please
read the entire Proxy Statement carefully before voting.
2023 ANNUAL MEETING INFORMATION
Time
3:30 p.m. Central time
Date
Thursday
May 18, 2023
Place
meetnow.global/ATT2023
ATTENDING THE MEETING
You may access the meeting by going to
meetnow.global/ATT2023 and following the
prompts, which will ask you for your control
number, 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 2023 FOR 9
3 - Advisory Approval of Executive Compensation FOR 9
4 - Advisory Approval of Frequency of Vote on Executive
Compensation FOR Every 1 Year 10
Stockholder Proposals:
5 - Independent Board Chairman AGAINST 11
6 - Racial Equity Audit 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 16
describes our governance framework, which
includes the following highlights:
Independent Chairman
Nine Independent Director Nominees
Demonstrated Board refreshment and diversity
Independent Audit, Human Resources, and
Governance and Policy Committees
Regular sessions of non-management Directors
Annual election of Directors by majority vote
Long-standing commitment to sustainability
Stockholder right to call special meetings
Clawback policy
Proxy Access
2023 PROXY SUM1 AT&T INC.
2023 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 eleven new independent 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.
DIRECTORS AND NOMINEES
*
TENURE
8.1 yrs
AVERAGE
TENURE
5
6-10 yrs
2
11-15 yrs
3
1-5 yrs
GENDER
20%
FEMALE
2
Female
8
Male
RACE / ETHNICITY
20%
PEOPLE
OF COLOR
8
White
1
Black
1
Hispanic
Name Gender
Race/
Ethnicity
Director
Since
SCOTT T. FORD M W 2012
GLENN H. HUTCHINS M W 2014
WILLIAM E. KENNARD M B 2014
STEPHEN J. LUCZO M W 2019
MICHAEL B. MCCALLISTER M W 2013
Name Gender
Race/
Ethnicity
Director
Since
BETH E. MOONEY F W 2013
MATTHEW K. ROSE M W 2010
JOHN T. STANKEY M W 2020
CYNTHIA B. TAYLOR F W 2013
LUIS A. UBIÑAS M H 2021
*All Directors are nominated for re-election. All Director nominees are independent, except for Mr. Stankey.
Key: F – Female; M – Male; B – Black or African American; H – Hispanic; W – White
STOCKHOLDER ENGAGEMENT
AT&T has a long history of engaging with our stockholders, reaching out to our investors each spring and fall to
discuss an array of topics. 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. These engagements help to inform our Board’s approach to governance,
compensation, and oversight of ESG initiatives. The Company also provides online reports designed to increase
transparency on issues of importance to our investors, including sustainability, diversity, political contributions
and privacy, as well as the Proxy Statement and Annual Report.
In both the spring and fall of 2022, AT&T reached out to stockholders representing more than 30% of shares
outstanding, or more than 55% of shares held by institutional investors, and stockholders representing more than
40% of institutional investors accepted our request for a meeting in each instance. In addition, we engaged with
various investor groups, the proxy advisory firms and other stakeholders. Human Resources Committee Chair
Beth Mooney and Board Chairman William Kennard led dialogue with several large stockholders over the course
of the year. In these engagements, stockholders expressed continued support for our compensation program
and the changes implemented for 2022, which were responsive to stockholder feedback. We also discussed that
no further changes are anticipated for our 2023 executive compensation programs.
AT&T INC. SUM2 2023 PROXY
2023 Proxy Statement Summary
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS
ESG issues represent risks, opportunities and important external impacts we consider in our strategy and
operations. Our approach to ESG is integrated into our business through Board of Directors oversight, officer-
level leadership of ESG initiatives across relevant departments, and collaboration among dedicated teams of
corporate responsibility professionals and subject-matter experts throughout the Company. Pages 27-33 detail
how our integrated ESG approach delivers long-term value for AT&T and positive social and environmental
impact for our stakeholders.
A sample of independent assessment organizations recognizing our ESG approach and performance is provided on
the inside back cover.
SELECT ESG HIGHLIGHTS:
GOVERNANCE
Enhanced board
oversight
(page 27)
• AT&T established the Governance and Policy Committee (GPC), strengthening oversight
of ESG by bringing together key elements of ESG from two committees within the remit
of a single committee, with supplemental oversight as needed from the Audit and
Human Resources Committees. The number of committee meetings was increased from
three to four per year for this new combined committee.
Political engagement
transparency
(page 28)
• In 2022, our leadership in political engagement transparency was again recognized via
independent third-party analysis. Additionally, enhancements were made to our
public reporting that detail how political priorities are determined and the process by
which they are managed.
ENVIRONMENTAL
Net zero emissions
by 2035
(page 30)
• Through 2022, our progress has us on track toward our science-based target to
reduce Scope 1 and 2 emissions 63% by the end of 2030, and our goal for net zero
Scope 1 and 2 emissions by year-end 2035.
Supplier and
customer emissions
reductions
(page 31)
• Through 2022, we continued toward our Gigaton Goal to equip business customers with
connectivity solutions that cumulatively save a gigaton of GHG emissions by the end of
2035.
• More than 50% of suppliers (by spend) have set their own science-based targets –
achieving our supplier climate engagement target.
Community resilience
(page 30)
• In 2022, we launched the Climate Risk and Resilience Portal to provide emergency
managers and community leaders across the nation with access to localized data
about future climate risks.
SOCIAL IMPACT
$2B commitment
to address the
digital divide
(page 31)
• In 2022, we expanded our Access from AT&T program to enable more low-income
households to access low-cost broadband service offerings.
• We are on track with our $2B commitment to help close the digital divide, as well as
our commitment toward our 2025 goal to reach 1 million people through AT&T
Connected Learning
SM
. Through the end of 2022 we launched 20 AT&T Connected
Learning Centers
SM
in neighborhoods facing barriers to connectivity. We anticipate
launching more than 50 AT&T Connected Learning Centers by the end of 2024.
A diverse, equitable
and inclusive
workforce
(page 32)
• In 2022, more than 75% of open positions and 69% of internal promotions were filled
by women and/or people of color.
1
• AT&T’s Diversity, Equity & Inclusion team provides diverse talent with tools,
opportunities and resources focused on exposure to senior leaders. To create an
ecosystem in which this talent can thrive, enrichment-focused development is also
provided to all supervisors, building inclusive leadership practices that lead to a
greater sense of belonging for all employees.
1 Represents AT&T’s U.S.-based workforce
2023 PROXY SUM3 AT&T INC.
Proxy Statement
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,orwe) for use at the
2023 Annual Meeting of Stockholders of AT&T. The
meeting will be conducted virtually over the Internet
at 3:30 p.m. Central time on Thursday, May 18, 2023.
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 April 3, 2023, 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 20, 2023. These materials are also available at
www.envisionreports.com/att. Each share entitles the
registered holder to one vote. As of March 20, 2023,
there were 7,153,516,430 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 Governance and Policy
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 Governance and Policy 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
Governance and Policy 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 Governance and Policy
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 2023 Annual
Meeting, the majority vote provisions will apply.
Advisory Votes on Executive Compensation and
Frequency of the Vote on Executive Compensation
The advisory votes on executive compensation and
frequency of the vote on executive compensation are
non-binding, and in each case 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 2023 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
be counted in determining the vote obtained on such
matters.
2023 PROXY 1 AT&T INC.
GENERAL
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 2023 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 May 15, 2023.
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 2023 PROXY
VOTING ITEMS - MANAGEMENT PROPOSALS
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 ten Directors, one of whom is an Executive Officer of AT&T. There
are no vacancies on the Board. Under AT&T’s Corporate Governance Guidelines, a Director will not be nominated
by the Board for re-election if the Director would be 75 or older at the time of the election.
The Board of Directors has nominated the ten persons listed below for election as Directors to one-year terms of
office that would expire at the 2024 Annual Meeting. Each of the nominees is an incumbent Director of AT&T
recommended for re-election by the Governance and Policy 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.
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 table below and in the following biographies, 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.
The Board recommends you vote FOR each of the following candidates
SeniorLeadership
GlobalPerspective
Government/Regulatory
StrategicPlanning/M&A
ConsumerFocus
HumanCapitalManagement
Investment/Finance
Technology/Innovation
Telecom
Name
Age
60
SCOTT T. FORD
CEO of Westrock Coffee Company
GLENN H. HUTCHINS
Chairman of North Island and North Island
Ventures and Co-Founder of Silver Lake
WILLIAM E. KENNARD
Former United States Ambassador to
the European Union and former Chairman of
the Federal Communications Commission
STEPHEN J. LUCZO
Managing Partner of Crosspoint Capital
Partners, L.P.
MICHAEL B. MCCALLISTER
Retired Chairman of the Board and CEO of
Humana Inc.
BETH E. MOONEY
Retired Chairman and CEO of KeyCorp
MATTHEW K. ROSE
Retired Chairman and CEO of Burlington
Northern Santa Fe, LLC
JOHN T. STANKEY
CEO and President of AT&T Inc.
CYNTHIA B. TAYLOR
President and CEO of Oil States International,
Inc.
LUIS A. UBIÑAS
Chairman of the Statute of Liberty – Ellis
Island Foundation
67
66
66
70
68
64
60
61
60
Director Since
2012
2014
2013
2014
2019
2013
2013
2010
2020
2021
All Director nominees are independent, except for Mr. Stankey.
2023 PROXY 3 AT&T INC.
VOTING ITEMS - MANAGEMENT PROPOSALS
—
WILLIAM E.
KENNARD
Age: 66
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 industry 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.
Senior
Leadership
Investment/
Finance
Global
Perspective
Government/
Regulatory
Telecom
Other Public Company Directorships
• Ford Motor Company
• MetLife, Inc.
Past Public Company Directorships
• Duke Energy Corporation (2014-2021)
Committees
• Executive (Chair)
• Governance and Policy
—
SCOTT T.
FORD
Age: 60
Director since 2012
Chief Executive Officer
of Westrock Coffee
Company
Mr. Ford currently serves as a director and Chief
Executive Officer of Westrock Coffee Company (a fully
integrated manufacturer of coffee, tea and coffee-
related products), which he co-founded in 2009 and
where he has served as Chief Executive Officer since
2009. Mr. Ford also 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 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.
Senior
Leadership
Investment/
Finance
Global
Perspective
Government/
Regulatory
Strategic
Planning/M&A
Human Capital
Management
Consumer
Focus
Telecom
Other Public Company Directorships
• Westrock Coffee Company
Past Public Company Directorships
• Bear State Financial, Inc. (2011-2018)
Committees
• Corporate Development and Finance (Chair)
• Executive
• Human Resources
AT&T INC. 4 2023 PROXY
VOTING ITEMS - MANAGEMENT PROPOSALS
—
GLENN H.
HUTCHINS
Age: 67
Director since 2014
Chairman of North
Island and North Island
Ventures and
Co-Founder of
Silver Lake
Mr. Hutchins is Chairman of North Island Management,
LLC (a family investment office, aka Tide Mill, LLC, based
in New York, New York) and has served in this capacity
since 2013. Since 2020, Mr. Hutchins has also been
Chairman of North Island Ventures (an investment firm
in New York, New York). He has been co-owner of
Ordinal Ventures, LLC and Ordinal Holdings ManageCo,
LP (investment advisory firms in New York, New York)
since 2017. Mr. Hutchins is a member of the Investment
Board and the International Advisory Board of GIC
Private Limited, the sovereign wealth fund of
Singapore, which he joined in 2020. 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, and a director of
Nasdaq, Inc. and Virtu Financial (2017-2021). 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 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.
Senior
Leadership
Investment/
Finance
Government/
Regulatory
Strategic
Planning/M&A
Human Capital
Management
Technology/
Innovation
Other Public Company Directorships
• Banco Santander
Past Public Company Directorships
• Virtu Financial, Inc. (2017-2021)
Committees
• Corporate Development and Finance
• Executive
• Governance and Policy (Chair)
—
STEPHEN J.
LUCZO
Age: 66
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. Mr. Luczo served as
Chairman of the Board of Seagate Technology plc (a
global provider of data storage technology and
solutions in Fremont, California) from 2002 until July
2020 and as a member of Seagate’s board of
directors until October 2021. Mr. Luczo joined
Seagate’s predecessor company in 1993 as Senior
Vice President of Corporate Development, joined its
board of directors in 1998, and served as its Chief
Executive Officer from 1998 to 2004 and from 2009
to 2017. 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. He has
significant experience in financial matters and
executing strategic cost initiatives and transactions.
Senior
Leadership
Investment/
Finance
Global
Perspective
Strategic
Planning/M&A
Human Capital
Management
Technology/
Innovation
Other Public Company Directorships
• Morgan Stanley
Past Public Company Directorships
• Seagate Technology plc (2002-2021)
Committees
• Audit
• Corporate Development and Finance
2023 PROXY 5 AT&T INC.
VOTING ITEMS - MANAGEMENT PROPOSALS
—
MICHAEL B.
McCALLISTER
Age: 70
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.
Senior
Leadership
Government/
Regulatory
Strategic
Planning/M&A
Human Capital
Management
Consumer
Focus
Other Public Company Directorships
• Fifth Third Bancorp
• Zoetis Inc.
Committees
• Audit
• Human Resources
—
BETH E.
MOONEY
Age: 68
Director since 2013
Retired Chairman and
Chief Executive Officer
of KeyCorp
Ms. Mooney served as Chairman and Chief Executive
Officer 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.
Senior
Leadership
Investment/
Finance
Government/
Regulatory
Strategic
Planning/M&A
Human Capital
Management
Consumer
Focus
Other Public Company Directorships
• Accenture plc
• Ford Motor Company
Past Public Company Directorships
• KeyCorp (2011-2020)
Committees
• Executive
• Governance and Policy
• Human Resources (Chair)
AT&T INC. 6 2023 PROXY
VOTING ITEMS - MANAGEMENT PROPOSALS
—
MATTHEW K.
ROSE
Age: 64
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.
Senior
Leadership
Government/
Regulatory
Global
Perspective
Strategic
Planning/M&A
Human Capital
Management
Other Public Company Directorships
• Fluor Corporation
Past Public Company Directorships
• BNSF Railway Company (2002-2019)
• Burlington Northern Santa Fe, LLC (2000-2019)
Committees
• Corporate Development and Finance
• Human Resources
—
JOHN T.
STANKEY
Age: 60
Director since 2020
Chief Executive Officer
and President of
AT&T Inc.
Mr. Stankey is Chief Executive Officer and President
of AT&T Inc. and has served in this capacity since July
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-
2017); Chief Strategy Officer (2012-2015); President
and CEO of AT&T Business Solutions (2010-2011);
President and CEO of AT&T Operations, Inc. (2008-
2010); Group President-Telecom Operations (2007-
2008); Chief Technology Officer (2004-2006); and
Chief Information Officer (2003-2004). 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 more than 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.
Senior
Leadership
Investment/
Finance
Global
Perspective
Government/
Regulatory
Technology/
Innovation
Strategic
Planning/M&A
Human Capital
Management
Consumer
Focus
Telecom
Past Public Company Directorships
• United Parcel Service, Inc. (2014-2020)
2023 PROXY 7 AT&T INC.
VOTING ITEMS - MANAGEMENT PROPOSALS
—
CYNTHIA B.
TAYLOR
Age: 61
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 globally
diversified manufacturing and energy services
provider based 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.
Senior
Leadership
Investment/
Finance
Global
Perspective
Strategic
Planning/M&A
Human Capital
Management
Other Public Company Directorships
• Oil States International, Inc.
Committees
• Audit (Chair)
• Executive
—
LUIS A.
UBIÑAS
Age: 60
Director since 2021
Chairman of the
Statute of Liberty - Ellis
Island Foundation
Mr. Ubiñas is Chairman of the Statue of Liberty - Ellis
Island Foundation (a nonprofit organization that
works to preserve the Statue of Liberty and Ellis
Island) and has served in this capacity since January
2021; he previously served as Vice Chair from 2018
until 2021 and has served as a member of its board of
directors since 2014. Mr. Ubiñas served as President
of the Ford Foundation (an independent, global
nonprofit grant-making organization based in New
York, New York) from 2008 to 2013. From 2000 to
2007, he was Senior Partner with McKinsey &
Company (a global management consulting firm
based in New York, New York), where he led the firm’s
west coast media practice working with companies in
the technology, telecommunications, and media
sectors. Mr. Ubiñas joined McKinsey & Company in
1989, holding various leadership positions prior to
being named Senior Partner. From 2013 to 2017, he
served on the Advisory Committee on U.S.
Competitiveness of the Export-Import Bank, and
from 2010 to 2014, he served on the Advisory
Committee for Trade Policy and Negotiations. He
holds an A.B. in government from Harvard College
and an M.B.A. from Harvard Business School.
Skills and Qualifications
Mr. Ubiñas has extensive leadership experience and
expertise across the broadband and wireless
industries, government, and the nonprofit sector, all
of which align with AT&T’s priorities to serve
customers, investors, and our communities.
Senior
Leadership
Government/
Regulatory
Global
Perspective
Telecom
Technology/
Innovation
Other Public Company Directorships
• Electronic Arts Inc.
• Tanger Factory Outlet Centers, Inc.
Past Public Company Directorships
• Boston Private Financial Holdings, Inc. (2017-2021)
• CommerceHub, Inc. (2016-2018)
• FirstMark Horizon Acquisition Corp. (2020-2022)
Committees
• Audit
• Governance and Policy
AT&T INC. 8 2023 PROXY
VOTING ITEMS - MANAGEMENT PROPOSALS
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, 2023. 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 industry
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.
The Board recommends you vote FOR this proposal
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 36
through 72). 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
2023 PROXY 9 AT&T INC.
VOTING ITEMS - MANAGEMENT PROPOSALS
those of stockholders. For example, approximately
67% of annual target pay for active NEOs is tied to
stock price performance. In addition, we have
executive stock ownership guidelines and stock
holding requirements, as described on page 58. Each
NEO is in compliance with AT&T’s common stock
ownership guidelines.
Competitive and Market Based
Evaluate all components of our compensation and
benefits program compared to 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 stock
price and/or the achievement of predetermined goals
and recognize individual accomplishments that
contribute to our success. For example, in 2022, 89%
of the CEO’s target compensation (and an average,
90% for other active NEOs) was at risk and tied to
short- and long-term performance incentives,
including stock price performance.
Balanced Short- and Long-Term Focus
Ensure that 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 program so that it aligns with both
corporate governance best practices and our
strategic objectives, while remaining easy to explain
and communicate.
The Board recommends you vote FOR this proposal
ITEM NO. 4 - ADVISORY APPROVAL OF FREQUENCY OF VOTE ON
EXECUTIVE COMPENSATION
This proposal will allow stockholders to indicate their
preference for whether the vote on executive
compensation (see Item 3, above) should be held
every three years, every two years, or every year, or
to abstain from the vote.
The Board recommends a vote once every year.
Because the Company is required by SEC rules to
report on compensation annually, it is appropriate
that stockholders be given the opportunity to share
their views with the same frequency.
The option that receives the highest number of votes
cast by stockholders will be considered the preferred
frequency. While this is a non-binding, advisory vote,
the Committee will take into account the outcome of
this vote when considering how often it will
recommend submitting the advisory vote on
executive compensation to stockholders. AT&T is
providing this vote as required pursuant to section
14A of the Securities Exchange Act.
The Board recommends you vote for EVERY 1 YEAR on this proposal
AT&T INC. 10 2023 PROXY
VOTING ITEMS - STOCKHOLDER PROPOSALS
STOCKHOLDER PROPOSALS
Certain stockholders, as noted below, have advised the Company that they intend to introduce at the 2023
Annual Meeting the proposals set forth below. The addresses of, and the number of shares owned by, each such
stockholder will be provided upon request to the Secretary of AT&T at 208 S. Akard Street, Suite 2951, Dallas,
Texas 75202.
ITEM NO. 5 - Stockholder Proposal - Independent Board Chairman
Kenneth Steiner proposes the following:
Proposal 5 – Independent Board Chairman
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents
as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director
to serve while the Board is seeking an Independent Chairman of the Board.
Although it is a best practice to adopt this policy soon this policy could be phased in when there is a contract
renewal for our current CEO or for the next CEO transition.
The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a
Chairman who is completely independent of the CEO and our company.
This proposal topic won 40% support at the 2020 AT&T annual meeting. The 40% support likely means a
majority vote from the shares that have access to independent proxy voting advice to make a more informed
voting decision. The Board of Directors should respect this majority vote.
A Lead Director is no substitute for an independent Board Chairman. According to the 2022 AT&T annual
meeting proxy the AT&T Lead Director has 4 primary duties some of which are shared with others:
• Presides over executive sessions of non-management Directors.
• Only approves the agenda of Board meetings, but does not initiate the agenda and does not collaborate on
the agenda.
• Presides at Board meetings at which the Chair is absent. (Absence may be unlikely especially with the use of
Zoom meetings.)
• Acts as the principal liaison between management and non-management Directors but is not the only
liaison.
When the Lead Director shares roles with others it means that the Lead Director may need to do little or
nothing in those roles in a given year.
Plus management fails to give shareholders enough information on this topic to make an informed decision.
There is no comparison of the exclusive powers of the Office of the Chairman and the exclusive powers of the
Lead Director.
The ascending complexities of a company with $120 Billion in market capitalization, like AT&T, increasingly
demand that 2 persons fill the 2 most important jobs at AT&T on an enduring basis - Chairman and CEO. It is
time for a change since AT&T stock is down significantly from its $29 price in 2007.
Please vote yes:
Independent Board Chairman—Proposal 5
2023 PROXY 11 AT&T INC.
VOTING ITEMS - STOCKHOLDER PROPOSALS
BOARD RESPONSE:
The Board recommends that stockholders vote AGAINST this proposal for the following reasons:
• The Board is committed to independent Board leadership and has elected Bill Kennard as Independent
Chair.
• On this important issue, the Board does not believe in an inflexible, one-size-fits-all policy.
Implementation of this policy could restrict the Board from acting in the best interests of the Company
and its stockholders, in alignment with its fiduciary duty, in the event it determines the appointment
of a Chair who is not independent is warranted.
• In situations where the Chair of the Board is not independent, AT&T Company policies already require
the appointment of an independent Lead Director with clearly defined responsibilities to ensure strong
independent governance functions and effective oversight of management.
The AT&T Board currently has an Independent Chairman and has since 2021 when the Board appointed Bill
Kennard to this role. While the Board’s current practice is to elect an Independent Chair, its directors have a
fiduciary duty to regularly evaluate and determine the most appropriate Board leadership structure for AT&T and
our stockholders, considering the Company’s needs, circumstances, and opportunities. Moreover, in situations
where the Chairman of the Board is not independent, our Company policies require the appointment of an
independent Lead Director, with robust and clearly defined responsibilities as detailed below.
The Board believes continued flexibility to appoint the necessary Board leadership is in the best interests of the
Company and opposes a policy that would unnecessarily restrict the ability of directors in structuring AT&T’s
Board leadership when faced with new or different circumstances. This proposal, if implemented, would never
permit the CEO (or other management position) and Chairman roles to be held by the same person—regardless
of the person’s qualifications or if such a structure would be in the best interests of the Company and its
stockholders. Thus, the rigid standard imposed by this proposal does not allow the Board flexibility to select the
leadership structure best suited to meet the needs of the Company and prioritize the interests of its stockholders
based on the particular environment, circumstances, and challenges confronting the Board and the Company at
any given time.
Should the best interests of the Company and its stockholders warrant the appointment of a Chair who is not
independent, in compliance with existing policies, the Board would simultaneously appoint an independent Lead
Director whose responsibilities would include – among others – presiding at Board meetings at which the Chair is
not present, acting as the principal liaison between management and non-management Directors, and acting as a
contact for major stockholders and other interested persons. The full list of Lead Director responsibilities is
detailed on page four of the AT&T Corporate Governance Guidelines at investors.att.com.
We regularly discuss our leadership structure with stockholders as part of our annual engagement program;
stockholders continue to express support for our approach to Board leadership. The Board believes that its
current structure with an Independent Chair, and its system of appointing an independent Lead Director in the
event the Chair is not independent, provides effective oversight of management. The Board maintains strong,
independent oversight on behalf of stockholders by consistently ensuring that each Board committee is led by
and composed entirely of independent Directors, and AT&T utilizes robust corporate governance practices, as
described in more detail beginning on page 17 of this proxy.
The Board recommends you vote AGAINST this proposal.
AT&T INC. 12 2023 PROXY
VOTING ITEMS - STOCKHOLDER PROPOSALS
ITEM NO. 6 - Stockholder Proposal - Racial Equity Audit
The Nathan Cummings Foundation proposes the following:
RESOLVED: Shareholders urge the Board of Directors to commission a third-party, independent racial equity
audit analyzing AT&T Inc.’s impacts on Black, Indigenous and People of Color (BIPOC) communities. Input from
racial justice and civil rights organizations and employees, temporary vendors, and contractors should be
considered in determining specific matters to be analyzed. A report on the audit, prepared at reasonable cost
and omitting confidential and proprietary information, should be published on AT&T’s website.
WHEREAS: The harmful and often deadly impacts of systemic racism on BIPOC communities are a major focus
of policymakers, media, and the public. AT&T has made investments in and statements of solidarity with
communities of color. However, some of AT&T’s business practices suggest a racial equity audit could help
mitigate reputational, regulatory, legal, and human capital risk.
AT&T’s commitment to racial justice has been called into question because of some of its practices. For
instance, Salon noted that, “Corporations like AT&T, Target and Starbucks have embraced racial-justice
rhetoric, while funneling money to police.” Salon cited AT&T’s support for police foundations and the National
Sheriff’s Association as examples of this disconnect given growing evidence that many police departments
demonstrate not only implicit bias but outright racism.
1
AT&T also faced scrutiny over its support for candidates promoting voter suppression efforts, which
disproportionately impact BIPOC populations.
2
In addition, the Company also experienced negative coverage
of its connections to One America News (OAN), a network that AT&T played a pivotal role in creating according
to Reuters.
3
OAN’s news anchors have been tied to white supremacist movements
4
and have actively
supported claims that the 2020 presidential election was stolen.
5
Concerns have been raised about the delivery of AT&T’s internet services to communities of color. Research by
The Markup found that AT&T frequently provides a significantly lower quality of service in predominantly
BIPOC communities for the same cost as the much better service provided in predominantly white
communities.
6
Lack of access to reliable internet services can impact mobility related to education,
employment, and banking. As the ACLU has observed, “Adults living without broadband face significant barriers
in accessing employment, education, and other necessities.”
7
AT&T has faced other controversies because of practices that disproportionately impact BIPOC communities,
including a pending race discrimination lawsuit over retransmission practices,
8
and a work stoppage related to
its treatment of Black workers.
9
Furthermore, AT&T has allegedly retaliated against employees who flagged
issues of discrimination.
10
Executives at peer companies have affirmed the usefulness of racial equity audits, as have civil rights
organizations. A number of leading companies are committed to conducting civil rights and racial equity audits,
including JPMorgan Chase, Wells Fargo, and Apple. We urge AT&T to join them
1
https://www.salon.com/2021/04/27/as-big-corporations-strike-a-pose-for-racial-justice-they-
keep-on-funding-the-police/
2
https://www.brennancenter.org/our-work/research-reports/impact-voter-suppression-communities-color
3
https://www.reuters.com/business/media-telecom/att-one-america-news-keep-ad-deal-even-after-
directv-drops-network-2022-03-14/
4
https://www.splcenter.org/splc-investigation-far-right-oann-anchor-jack-posobiecs-rise-tied-white-
supremacist-movement
5
https://www.reuters.com/investigates/special-report/usa-oneamerica-att/
6
https://themarkup.org/still-loading/2022/10/19/dollars-to-megabits-you-may-be-paying-400-times-as-
much-as-your-neighbor-for-intemet-service
7
https://www.aclu.org/news/privacy-technology/how-broadband-access-hinders-systemic-
equality-and-deepens-the-digital-divide
8
https://www.wishtv.com/news/local-news/circle-city-broadcasting-files-racial-discrimination-suit-
against-att/
9
https://cwa-union.org/news/releases/cwa-members-spotlight-atts-pattem-of-discriminatory-
behavior-in-memphis-protest
10
https://www.commercialappeal.com/story/news/local/2019/12/17/at-t-noose-black-manager-
discrimination-lawsuit/2667388001/
2023 PROXY 13 AT&T INC.
VOTING ITEMS - STOCKHOLDER PROPOSALS
BOARD RESPONSE:
The Board recommends that stockholders vote AGAINST this proposal for the following reasons:
• AT&T has a demonstrated track record of fostering a diverse workplace, an inclusive company culture,
and a community to underrepresented communities. AT&T’s Purpose, culture and Code of Conduct
guide our actions and goals with respect to equity, which include leveraging our network for positive
social impact and empowering our people while fostering a diverse, equitable and inclusive workforce.
While we share the proponent’s pursuit of a more equitable world, we do not believe the open-ended
process the proposal suggests would be in the best interest of shareholders; the proposal’s broad and
undefined focus would require significant resources and incur unreasonable expense to implement.
• A report on this topic would be duplicative of various efforts and disclosures already in place. AT&T
already has commissioned a third-party audit to determine the impact of our community programs
aimed at helping to close the digital divide for underserved and underrepresented communities, an
initiative that represents the number one priority of our community work and the vast majority of our
philanthropy. The commissioned audit is being designed to specifically determine the efficacy and
impact of our work on these communities. AT&T already partners with and gathers input from relevant
external and internal stakeholder groups to ensure the company has a positive impact on its
communities, in particular underrepresented communities, which is why we are working to achieve our
goals through ongoing initiatives and investments to close the digital divide and foster economic
empowerment.
• Additionally, with the Board’s oversight, we routinely review our initiatives and progress toward racial
equity, including with annual executive level reviews with leaders in underrepresented communities.
We value transparency and regularly report data to various external entities and were among the early
group of companies to disclose our EEO-1 data. We regularly disclose our progress through multiple
channels including topic-specific Issue Briefs, our ESG Summaries, and our DE&I Annual Report, which is
publicly available on our Social Responsibility webpage at (https://about.att.com/csr/home.html).
AT&T is committed to investing our company’s resources and knowledge to advance equitable access to
education and training, improve lives, and strengthen communities in which we live and work. We also know that
seeking talented people who represent a mix of backgrounds, identities, abilities, and experiences is critical to
ensure that the services we offer reflect the diversity and interests of society and of the world around us.
Our efforts to identify and address the impacts of our services on underrepresented communities, as well as to
foster a diverse workforce and inclusive culture, are already the result of broad stakeholder engagement and
third-party assessors. In addition, we regularly track and report on progress against our stated commitments, and
have multiple checks and balances with third party organizations – both in the investment community, as well as
the DEI community, such as Diversity Inc., with whom we provide data and receive guidance. We have a team
dedicated to third party engagement, and our head of Government Relations and our Chief Executive Officer
meet regularly with the national leaders of key segments of society to gain feedback on our progress and gain
insight into areas of opportunity in our joint quest to support a more equitable world. Every two to three years,
AT&T, through a third party, systematically engages a broad sampling of internal and external stakeholders –
including employees, customers, suppliers, and NGOs – to identify and prioritize the most significant ESG impacts,
risks and opportunities our company should address to help ensure long-term business success. The most recent
assessment was completed in the fourth quarter of 2021, the results of which help guide our corporate
responsibility strategy, improve our business operations and policies, ensure transparent reporting, and prioritize
programmatic investments and collaboration across the business. The digital divide, as well as employee diversity,
equality & inclusion, ranked as top priorities to both our business and our stakeholders in this most recent
materiality assessment. Through these regular materiality assessments, we have identified opportunities for
further progress on these issues and are already working to address them through various initiatives.
As a connectivity provider, we understand that while new technologies can create growth and opportunity, they
also have the potential to heighten economic inequalities and sharpen social divisions. AT&T is committed to do
its part in closing the digital divide by expanding access to our networks, providing low-cost solutions to make
our services available, and providing platforms and training to help people and communities develop digital
literacy skills to thrive in our modern world. In 2021, we announced a 3-year expanded commitment to invest
$2 billion to help bridge the digital divide for unconnected Americans, including residents of underserved
AT&T INC. 14 2023 PROXY
VOTING ITEMS - STOCKHOLDER PROPOSALS
communities. This effort includes our low-cost broadband offerings and ongoing charitable community
investments to help the nation’s most vulnerable communities. Through 2022, we engaged more than 267,000
individuals through community-based digital inclusion initiatives to provide refurbished devices to low-income
students and families, resources to support digital learning and literacy, and investments in programs that boost
employment opportunities for people in low-income neighborhoods. A third-party audit to measure the
effectiveness, impact and the social return on investment of these initiatives has been commissioned and will
provide data later this year. AT&T also maintains and reports KPIs to guide and measure progress on our
community engagement initiatives, including education programs, disaster relief and resilience, and employee
volunteerism. We regularly report on our actions and progress to bridge the digital divide and invest in
communities through our Issue Briefs on these topics, and in our ESG summaries, which are available on our
Social Responsibility webpage at (https://about.att.com/csr/home.html).
In addition to our community initiatives aimed at narrowing the digital divide, we also have a range of initiatives
designed to create a workplace where diversity is respected, valued and celebrated. Overall, women make up 31%
of our global workforce and people of color represent 49% of our U.S. workforce, both of which are above the
average compared to other companies in our industry. To build a diverse and inclusive workforce, we prioritize
recruiting and hiring talented people who reflect the world in which we live and work with heightened focus on
growing our senior leadership pipeline of diverse talent. In 2022, more than 75% of open positions and 69% of
internal promotions at AT&T were filled by women and/or people of color, thereby increasing our diverse
workforce. We also are working to increase self-identification of LGBTQ+, Veterans and People with Disabilities
and to strengthen our culture of inclusive leadership. Additionally, we have enhanced the transparency of our
workforce diversity data by publicly releasing EEO-1 data, and this is supplemented by disclosure of our five-year
progress in increasing diversity in leadership positions and across our workforce in an Issue Brief on the topic
found at (https://about.att.com/csr/home/reporting/issue-brief/workforce.html).
Our commitment to diversity extends to our supply chain. We are proud to be one of the first U.S. corporations to
have a Supplier Diversity program, started in 1968, and over the years our goal has remained simple: connect
diverse businesses with opportunities to provide products and services to AT&T globally, and we regularly
disclose our efforts, progress and impact to build a more diverse supply chain in our Responsible Supply Chain
Issue Brief. In 2022, we met our annual goal to exceed 21.5% of supplier spend and $10 billion in total procurement
expenditures with diverse suppliers, reaching $16 billion. As we adopt new and emerging technologies critical to
our business initiatives, we’re focused on ensuring diverse businesses are part of our transformation. Beyond the
companies we do business with, AT&T’s Supplier Diversity program seeks to make meaningful and measurable
contributions to the economic growth of diverse companies and communities. In 2021, our supplier program
contributed directly to supporting over 400,000 diverse jobs with our suppliers and their subcontractors – 190,000
jobs for people of color and 220,000 jobs for women. With $230 billion spent with diverse suppliers over the past
54 years, we remain committed to creating a diverse, equitable and inclusive supply chain because we know it
makes us a stronger company.
We believe the proposal’s broad and unfocused nature would not have a constructive result, not provide
substantially new information to stockholders, nor enhance our commitment to being a truly diverse, equitable,
and inclusive company guided by our Company Purpose to connect people to greater possibility. The Company
already has processes in place with stakeholders to identify and assess the impact of initiatives with
underrepresented and underserved communities, our investments to close the digital divide, increase
representation at AT&T and beyond, and to foster economic empowerment. Therefore, the Board believes that
the additional and unreasonable costs and resources associated with conducting such a broad, unfocused and
open-ended audit would not be in the best interest of stockholders and would not serve to achieve our social
impact goals.
The Board recommends you vote AGAINST this proposal.
2023 PROXY 15 AT&T INC.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
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 six
meetings in 2022. Directors are also expected to
attend the Annual Meeting of Stockholders. All
Directors attended the 2022 Annual Meeting. In 2022,
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 over
the short-, medium - and long-term. 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, as well as for
disclosing our material risks in our periodic reports.
Annually, the Board reviews the Company’s strategic
business plans, which includes evaluating the
competitive, technological, economic, environmental
and other risks associated with these plans.
In addition, under its charter, the Audit Committee
reviews and discusses with management the
Company’s significant financial, compliance, ethics,
and operational risk exposures and the steps
management has taken to detect, 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 accordance with its charter, the Audit
Committee provides the senior internal auditing
executive with access to communicate personally and
directly with the members of the Committee at any
time on any auditing or internal control matter, and it
provides the Chief Compliance Officer with such
access on any matter of compliance and ethics. The
Chief Compliance Officer reports to the Chief
Executive Officer.
The Audit Committee also reviews and discusses with
management the Company’s privacy and data security,
AT&T INC. 16 2023 PROXY
CORPORATE GOVERNANCE
including cybersecurity, risk exposures, policies, and
practices, including the steps management has taken
to detect, monitor and control such risks and the
potential impact of those exposures on the
Company’s business, financial results, operations and
reputation. 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.
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
investors.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
William E. Kennard, an independent Director, has
served as Chairman of the Board, since 2021 and 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.
While the Board’s current practice is to elect an
independent Chairman, our Directors have a fiduciary
duty to regularly evaluate and determine the most
appropriate Board leadership structure for AT&T and
our stockholders, considering the Company’s needs,
circumstances, and opportunities. The Board believes
continued flexibility is in the best interest of the
Company. In situations where the Chairman of the
Board is not independent, our Company policies
require the appointment of an independent Lead
Director, with robust and clearly defined
responsibilities. We regularly discuss our leadership
structure with stockholders as part of our annual
engagement program, and stockholders continue to
express support for our approach to Board leadership.
Each of the Audit, Human Resources, Governance and
Policy, Corporate Development and Finance, and
Executive Committees is 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
• Represents the Board in communications with
stockholders and other stakeholders
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
2023 PROXY 17 AT&T INC.
CORPORATE GOVERNANCE
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 Governance and Policy 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; and
• 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 Secretary, AT&T Inc.,
208 S. Akard Street, Suite 2951, Dallas, Texas 75202,
stating in detail the qualifications of the persons
proposed for consideration by the Committee.
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 Governance and Policy 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 investors.att.com).
Using these standards for determining the
independence of its members, the Board has
determined that the following Directors are
independent:
Scott T. Ford Beth E. Mooney
Glenn H. Hutchins Matthew K. Rose
William E. Kennard Cynthia B. Taylor
Stephen J. Luczo Luis A. Ubiñas
Michael B. McCallister
In addition, each member of the Audit Committee, the
Governance and Policy 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 or in which they have direct or indirect
ownership interests. Each of the entities where
Mr. Ford and Ms. Taylor serve as executive officers
and an entity in which Mr. Hutchins holds an indirect
ownership interest purchased communications
services from subsidiaries of AT&T. In each case for
the year 2022:
• The relevant products and services were provided
by AT&T on terms determined on an arm’s length
basis that were comparable to the terms provided
to similarly situated customers;
• The transactions were made in the ordinary course
of business of each company; and
• The total payments to AT&T by the other company
(for communications services) were each 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 in which he has a
less than 5% equity interest, invests in certain
companies that engage in commercial transactions
with AT&T. Noting Mr. Kennard’s limited ownership
interest in this management company and that he is
not an employee or Executive Officer of this
management company or of any of these investee
companies, together with the fact that AT&T’s
revenues from and spending with each of these
investee companies are not material to AT&T, the
Board determined that Mr. Kennard is independent.
AT&T INC. 18 2023 PROXY
CORPORATE GOVERNANCE
In addition, Mr. Rose, through a limited liability
company of which he is the majority equity owner as
well as the manager, is developing a residential real
estate community in Texas, which purchased
communications products and services from AT&T in
2022. Noting that this transaction was made in the
ordinary course of business for AT&T and on terms
determined on an arm’s length basis that were
comparable to the terms provided to similarly
situated customers, together with the fact that
AT&T’s revenues from this transaction are not
material to AT&T, the Board determined that Mr. Rose
is independent.
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 five 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 investors.att.com.
AUDIT COMMITTEE
Meetings in 2022: 12
Cynthia B. Taylor, Chair 䡲
Stephen J. Luczo
Michael B. McCallister
Luis A. Ubiñas
䡲 – 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
- enterprise risk management, including privacy and data security
• 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.
GOVERNANCE AND POLICY COMMITTEE
Meetings in 2022: 3
Glenn H. Hutchins, Chair
William E. Kennard
Beth E. Mooney
Luis A. Ubiñas
Consists of four independent
Directors.
The Public Policy and Corporate
Reputation Committee (PPCR) was
combined with the Corporate
Governance and Nominating
Committee (CGNC) in April 2022.
The name of this Committee also
changed at that time to the
Governance and Policy Committee.
The PPCR met one time and the
CGNC met two times prior to this
transition.
• 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.
• 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.
2023 PROXY 19 AT&T INC.
CORPORATE GOVERNANCE
HUMAN RESOURCES COMMITTEE
Meetings in 2022: 6
Beth E. Mooney, Chair
Scott T. Ford
Michael B. McCallister
Matthew K. Rose
Consists of four 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
CORPORATE DEVELOPMENT AND FINANCE COMMITTEE
Meetings in 2022: 5
Scott T. Ford, Chair
Glenn H. Hutchins
Stephen J. Luczo
Matthew K. Rose
Consists of four 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.
EXECUTIVE COMMITTEE
William E. Kennard, Chair
Scott T. Ford
Glenn H. Hutchins
Beth E. Mooney
Cynthia B. Taylor
Consists of the Chairman of the
Board and the Chairpersons of our
four 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 2022.
• 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.
Communicating with Your Board
Interested persons may contact the Board of Directors, the non-management directors, the chairman or a
specific individual director by sending written comments through the Office of the Secretary of AT&T Inc., 208 S.
Akard Street, Suite 2951, Dallas, Texas 75202. The Office will either forward the original materials as addressed or
provide Directors with summaries of the submissions, with the originals available for review at the Directors’
request. The Office does not forward or summarize advertisements, solicitations or other inappropriate materials.
AT&T INC. 20 2023 PROXY
CORPORATE GOVERNANCE
Annual Multi-Step Board Evaluations
Each year, the Governance and Policy 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
• The Chairman and Committee Chair
both have individual conversations with
each member of the Board – providing
further opportunity for dialogue and
improvement
• Follow up – Results or feedback
requiring additional consideration are
addressed, where appropriate
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
The self-evaluation survey (reviewed
annually by the Governance and Policy
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.
2023 PROXY 21 AT&T INC.
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, 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 Governance and Policy
Committee and that each such transaction be
approved 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.
The Committee will prohibit a Related Party
Transaction if it determines such transaction to be
inconsistent with the interests of the Company and
its stockholders.
The employment of the following persons was
approved by the Governance and Policy Committee
under the Company’s Related Party Transactions
Policy. The rates of pay for these employees are
similar to those paid for comparable positions at the
Company.
During 2022, the daughter and the sister-in-law of
John Stankey, Chief Executive Officer and President,
were employed by AT&T subsidiaries with
approximate rates of pay, including commissions, of
$142,702 and $150,912, respectively.
Director Compensation
The compensation of Directors is determined by the
Board with the advice of the Governance and Policy
Committee. The Governance and Policy Committee is
composed entirely of independent Directors. None of
our employees serve on this Committee. The
Committee’s current members are Glenn H. Hutchins
(Chair), William E. Kennard, Beth E. Mooney and Luis A.
Ubiñas. Under its charter, the Committee annually
reviews the compensation and benefits provided to
Directors for their service and makes
recommendations to the Board for changes. This
includes not only Director retainers, but also Director
compensation and benefit plans.
The Committee’s charter authorizes the Committee
to employ independent compensation and other
consultants to assist in fulfilling its duties. From time
to time, the Committee engages a compensation
consultant to advise the Committee and to provide
information regarding director compensation paid by
other public companies, which may be used by the
Committee to make compensation recommendations
to the Board. In addition, the Chief Executive Officer
may make recommendations to the Committee or
the Board about types and amounts of appropriate
compensation and benefits for Directors. Directors
who are employed by us or one of our subsidiaries
receive no separate compensation for serving as
directors or as members of Board committees.
AT&T INC. 22 2023 PROXY
CORPORATE GOVERNANCE
The Company offers Directors both cash and equity
compensation as set out in the table below. Directors
have the ability to defer their annual retainers and
earn interest or may defer their cash compensation
through deferred stock units (See Director Plans).
2022 Compensation
Amount
($)
Annual Retainer 140,000
Chairman of the Board 300,000
Committee Chair Retainer
Audit Committee 30,000
Human Resources Committee 25,000
Corporate Development and
Finance Committee 20,000
Governance and Policy 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
* The Public Policy and Corporate Reputation Committee
(PPCR) was combined with the Corporate Governance
and Nominating Committee (CGNC) in April 2022. The
name of the CGNC also changed at that time to the
Governance and Policy Committee.
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 grant is made. A non-employee
Director who is first elected to the Board on a day
other than the day of the Annual Meeting receives a
prorated grant based on the number of days served
prior to the next Annual Meeting (using an assumed
next Annual Meeting date one year following the last
Annual Meeting). 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 three 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.
Effective January 1, 2023, the Board amended the
AT&T Board of Directors Communications
Concession Program as follows: Each Director is
entitled to receive installation of equipment for the
provision of Internet service at the Director’s primary
residence, provided the residence is served by an
AT&T affiliate. Monthly billing for such service is to be
paid by the Director. Each Director within AT&T’s
service area receives an annual stipend of $4,000, and
each Director outside of AT&T’s service area receives
an annual stipend of $6,000. In addition, each Director
is entitled to receive one phone and one tablet every
two years. Monthly billing for service for such devices
is to be paid by the Director.
2023 PROXY 23 AT&T INC.
CORPORATE GOVERNANCE
2022 DIRECTOR COMPENSATION TABLE
The following table contains information regarding compensation provided to each person who served as a
Director during 2022 (excluding Mr. Stankey, whose compensation is included in the Summary Compensation
Table and related tables and disclosure).
Name
Fees Earned
or Paid in Cash
($)
(a)
Stock
Awards
($)
(b)
Nonqualified
Deferred
Compensation
Earnings
($)
(c)
All Other
Compensation
($)
(d)
Total
($)
SAMUEL A. DI PIAZZA, JR.* $ 56,667 $ 0 $0 $ 279,630 $ 336,297
SCOTT T. FORD $ 160,000 $220,000 $0 $ 10,583 $ 390,583
GLENN H. HUTCHINS $ 158,750 $220,000 $0 $ 18,135 $396,885
WILLIAM E. KENNARD $440,000 $220,000 $0 $ 28,161 $ 688,161
DEBRA L. LEE* $ 46,667 $ 0 $0 $293,884 $ 340,551
STEPHEN J. LUCZO $ 140,000 $220,000 $0 $ 0 $360,000
MICHAEL B. MCCALLISTER $ 140,000 $220,000 $0 $ 18,486 $378,486
BETH E. MOONEY $ 165,000 $220,000 $0 $ 30,000 $ 415,000
MATTHEW K. ROSE $ 146,667 $220,000 $0 $ 35,142 $401,809
CYNTHIA B. TAYLOR $ 162,500 $220,000 $0 $ 33,444 $ 415,944
LUIS A. UBIÑAS $ 140,000 $220,000 $0 $ 15,000 $ 375,000
GEOFFREY Y. YANG* $ 46,667 $ 0 $0 $264,964 $ 311,631
* Mr. Di Piazza, Ms. Lee and Mr. Yang resigned in April 2022 in connection with being designated by AT&T to serve on the
Warner Bros. Discovery board of directors.
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 2022 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 2022
SAMUEL A. DI PIAZZA, JR. 1,667
SCOTT T. FORD 8,014
GLENN H. HUTCHINS 7,965
STEPHEN J. LUCZO 7,012
MATTHEW K. ROSE 7,296
CYNTHIA B. TAYLOR 8,220
Director
Shares of Common Stock
Purchased in 2022
MICHAEL B.
MCCALLISTER 3,503
GEOFFREY Y. YANG 1,990
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, 2022, 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 2022
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. Di Piazza ($12,235 and $2,395, respectively), Mr. Ford
AT&T INC. 24 2023 PROXY
CORPORATE GOVERNANCE
($10,173 and $410, respectively), Mr. Hutchins ($17,680
and $455, respectively), Mr. Kennard ($12,706 and $455,
respectively), Ms. Lee ($7,454 and $6,430, respectively),
Mr. McCallister ($18,031 and $455, respectively), Mr. Rose
($19,687 and $455, respectively), Ms. Taylor ($33,087 and
$357, respectively) and Mr. Yang ($11,832 and $3,132,
respectively).
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 under the
AT&T Higher Education/Cultural Matching Gift
Program. In 2022, charitable contributions were made
on the Directors’ behalf under this program as
follows:
Name Matching Gifts
SAMUEL A. DI PIAZZA, JR. $ 15,000
WILLIAM E. KENNARD $ 15,000
DEBRA L. LEE $30,000*
BETH E. MOONEY $30,000*
MATTHEW K. ROSE $ 15,000
LUIS A. UBIÑAS $ 15,000
* These amounts relate to contributions made in 2021 and
2022.
In addition, a charitable contribution of $250,000 was
made on behalf of each of Mr. Di Piazza, Ms. Lee, and
Mr. Yang to the charity of their choice in connection
with their departure from the Board in April 2022.
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, 2022 (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 521,131,890
(1)
7.3%
THE VANGUARD GROUP
100 Vanguard Blvd., Malvern, PA 19355 606,925,483
(2)
8.52%
1. Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 7, 2023, which reported the following: sole
voting power of 465,770,702 shares; shared voting power of 0 shares; sole dispositive power of 521,131,890 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 9, 2023, which reported the following:
sole voting power of 0 shares; shared voting power of 10,162,002 shares; sole dispositive power of 576,431,930 shares, and
shared dispositive power of 30,493,553 shares.
2023 PROXY 25 AT&T INC.
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, 2022, 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 AT&T
Beneficial
Ownership
(1)
Restricted
Stock
Units
(2)
Number of
Shared
Voting and
Investment
Power
Shares
Non-Voting
Vested
Stock
Units
(3)
SCOTT T. FORD 81,319 105,562
GLENN H. HUTCHINS
(4)
167,651 167,651 90,446
WILLIAM E. KENNARD 0 53,944
STEPHEN J. LUCZO 500,000 25,475
MICHAEL B. MCCALLISTER 59,594 50,364 67,052
BETH E. MOONEY 28,700 85,598
MATTHEW K. ROSE 208,050 208,050 158,913
CYNTHIA B. TAYLOR 5,718 196 70,499
LUIS A. UBIÑAS 0 8,157
JOHN T. STANKEY 676,451 116,195 441,867 548,021
PASCAL DESROCHES 337,220 96,780 16,920
LORI LEE 260,273 70,058 180,820
DAVID R. MCATEE II 427,034 98,515 322,476 67,690
JEFFERY S. MCELFRESH 298,582 101,786 0
All Executive Officers and Directors as a group
(consisting of 20 persons, including those named
above) 3,992,331 802,311 1,305,248 2,505,566
NOTE (1). Includes restricted stock units distributable within 60 days
ofthedateofthistable.SeeNote(2).
NOTE (2). Restricted stock units distributable within 60 days of the
date of this table.
NOTE (3). 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 (4). Mr. Hutchins disclaims beneficial ownership of 3,322
shares held in trust for his siblings.
AT&T INC. 26 2023 PROXY
Environmental, Social and Governance (ESG)
ESG INTEGRATION ACROSS AT&T OPERATIONS
AT&T’s commitment to managing ESG issues includes Board of Directors oversight, executive leadership across
multiple Officers and business units, and dedicated teams of subject-matter experts throughout the company.
Board of Directors Oversight
The AT&T Board of Directors’ Governance and Policy
Committee has direct oversight of ESG strategy,
related policies, programs and ESG reporting. 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.
In April 2022, the Board enhanced its oversight of ESG
by combining the Public Policy and Corporate
Reputation (PPCR) Committee with the Corporate
Governance and Nominating Committee to form the
Governance and Policy Committee (GPC) (page 19).
The new committee strengthens oversight by bringing
together key ESG elements within the remit of a single
committee. The number of regular committee
meetings also was increased from three (which was
the practice for the PPCR) to four per year.
Our Senior Vice President (SVP) – Corporate Social
Responsibility (CSR) and ESG, who is also Chief
Sustainability Officer (CSO), presents at the GPC
meetings, and holds discussions with individual
Committee members as needed throughout the year.
From its formation in April 2022 through the end of
the year, the Governance and Policy Committee held
three regularly scheduled meetings, which included
ESG topics such as: diversity, equity and inclusion
(DE&I); digital divide; social innovation; responsible
supply chain; business-affecting climate transition;
ESG reporting; and political and charitable
contributions.
The Audit Committee oversees AT&T’s compliance
with legal and regulatory requirements, as well as
internal enterprise risk assessment activities which
include privacy and data security. The Audit
Committee also oversees audit functions which
incorporate ESG risks and disclosures. The Chief
Compliance Officer and the SVP – Audit Services each
meet with the Audit Committee four times per year.
The Human Resources Committee oversees
remuneration, succession planning, and other aspects
of human capital management at AT&T, including ESG
factors such as employee benefit plans, employee
safety, professional development and related
executive compensation.
Executive Oversight
Our CSO oversees internal management of AT&T’s
ESG strategy, risks and opportunities. Our SVP – Audit
Services oversees internal enterprise risk assessment
activities and audit functions, including analysis of
ESG risks and disclosures, and associated processes,
controls and assurance.
Our CSR Governance Council is led by our CSO and is
comprised of more than a dozen Officers who lead
the business operations aligned to our most
important ESG focus areas. The CSR Governance
Council held three meetings in 2022 and covered ESG
topics such as digital divide, business-affecting
climate transition, political contributions, ESG
reporting, DE&I, long-range goal setting and social
issue engagement.
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ENVIRONMENTAL
& SOCIAL
IMPACT
2023 PROXY 27 AT&T INC.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
In addition to the CSR Governance Council, we
convene core issue committees focused on
community; employee activation; environment;
human rights and online safety. These committees
are led by senior CSR leaders who work closely with
subject matter experts throughout our business to
implement and enhance programs and policies that
address ESG issues across AT&T.
Compliance, Anti-Bribery and Anti-Corruption
The Chief Compliance Office (CCO) is responsible for
compliance oversight of legal and regulatory
requirements of the countries and jurisdictions where
AT&T operates. The CCO is also responsible for
promoting an ethical culture, developing policies to
safeguard the privacy of customer and employee
information, ensuring adherence to internal
compliance requirements, investigating violations of
the code of conduct, protecting AT&T’s assets, and
fulfilling legal demands for records. The Chief
Compliance Officer reports directly to the CEO and
also interacts with the Audit Committee to discuss
compliance and ethics-related trends, risks and action
plans. The Chief Compliance Officer and Chief Privacy
Officer also engage with and inform the Governance
and Policy Committee.
AT&T strictly prohibits giving, offering, authorizing, or
taking bribes or engaging in corruption in any
circumstance. This includes bribery of, or giving
improper payments or rewards to, private individuals,
as well as government officials (Local, State, Federal,
Foreign). Our business is global in reach with
operations all over the world. We seek to excel in the
global marketplace honestly and fairly, relying on our
outstanding performance and ethical business
practices. We have a comprehensive set of anti-
bribery/anti-corruption policies and procedures –
including our Code of Conduct, Anti-Bribery and Anti-
Corruption (ABAC) Policy, Principles of Conduct for
Suppliers and Code of Ethics – which aim to prevent,
detect and mitigate risks related to public and
commercial bribery. The internal audit organization,
led by our SVP – Audit Services, performs periodic
ABAC control audits across our business.
Political Engagement Transparency
We participate in public policy dialogues around the
world related to our industry and business priorities,
our approximately 163,000 employees, our
stockholders, and the communities we serve. As one
of the world’s largest telecommunications companies,
federal, state and local laws have a significant impact
on our employees, communities, customers and
shareholders. We participate in the political process in
a bipartisan manner to support policies that foster an
economic environment in which we can sustain and
grow our business. AT&T has a core set of critical
business issues that drive corporate political
contributions and inform employee PAC
contributions. Those issues affect our ability to hire,
pay good wages, provide world-class benefits, serve
our customers, make capital investments, innovate to
foster economic growth and create or return
shareholder value.
In the U.S., the Company and our affiliated Employee
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.
Because elected officials have varying interests and
positions, it’s impossible to agree with every position
taken by any one elected official. Thus, contributions
we may make to advance our core business issues do
not signal our agreement with every position that
recipients may take on every topic. Our biannual
Political Engagement Report describes AT&T’s
political engagement priorities, how we participate in
the political process and discloses our U.S. political
contributions. With oversight from the Governance
and Policy Committee and visibility of the full Board,
every action we take is guided by our public Political
Engagement Priorities and our Political Engagement
Policy, along with other policies and procedures,
helping us govern the positions we support across the
political spectrum in a way that reflects our corporate
brand and the interests of our business and
employees.
Since 2019, AT&T has received the leading
“Trendsetter” designation from the CPA-Zicklin Index
of Corporate Political Disclosure and Accountability,
for transparent reporting of our engagements. In
2022, AT&T was among only 6 companies to receive a
100% score. 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 investors.att.com.
Network and Data Security and Privacy
Network and data security and privacy are crucial to
our mission of delivering connectivity services that
businesses and consumers can trust.
AT&T INC. 28 2023 PROXY
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
The Audit Committee oversees the company’s risk
management strategy, which includes cybersecurity
and the defense of our network. The Chief Security
Office, led by our Chief Security Officer, establishes
global policy and programmatic requirements
designed to help protect the integrity, confidentiality
and availability of our network. The Audit Committee
and full Board receive regular updates from our Chief
Security Officer on network and data security, and
associated risks.
Our Chief Privacy Officer (CPO), who is a member of
the CSR Governance Council, is responsible for
developing, implementing and supporting compliance
with our privacy principles, policies and commitments
– in accordance with international, federal and state
legislation. Our CCO and CPO provide updates about
privacy-related risks and mitigation to executive
leadership and the Governance and Policy
Committee, and our CCO provides periodic privacy-
related updates to the Audit Committee.
Like all companies, we’re required by law to provide
information to government and law enforcement
entities, as well as 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.
Supply Chain Management
A diverse, ethical and sustainable supply chain is
crucial for mitigating risk, realizing new opportunities,
delivering excellence and creating long-lasting value
for AT&T and our stakeholders.
We expect supplier business operations to be
conducted in compliance with sustainability and
diversity clauses in our contracts, which require
conformance with the AT&T Principles of Conduct for
Suppliers and the AT&T Human Rights Policy.
Suppliers are required to verify adherence to our
Principles of Conduct for Suppliers through a self-
attestation process every 18-24 months. Our
Governance and Policy Committee, and Executive
Vice President – Global Supply Chain, who is a
member of the CSR Governance Council, provide
oversight.
Annually, we engage suppliers representing at least 80%
of our spend
1
with the CDP Climate Change
Questionnaire. These assessments, which cover a range
of ESG factors such as total emissions and emissions
reduction strategies, renewable energy, governance,
biodiversity and a supplier’s management of its own
supply chain, support our ability to integrate
sustainability metrics into sourcing decisions.
In addition, through our participation alongside peer
telecom companies in the Joint Audit Cooperation, we
engage suppliers at risk of noncompliance with social
standards – such as child or forced labor, health and
safety, freedom of association, working hours or
compensation – in on-site audits and corrective
action plans.
ESG Reporting
AT&T’s ESG reporting practice is led by a dedicated
team reporting to our CSO, with additional oversight
by the Governance and Policy Committee and Audit
Committee. Each year, we engage hundreds of
subject matter experts and business unit approvers
across the company to prepare, review, and
continuously enhance our reporting and disclosures.
Prior to publication, our annual Sustainability
Summary data and content are reviewed by our CEO,
the CSR Governance Council and senior executives
across the business. ESG disclosures are further
validated by our internal legal organization, and select
environmental calculations – such as energy use and
greenhouse gas (GHG) emissions – are externally
assured by an independent third party.
ESG disclosures are underpinned by a regular
stakeholder assessment that helps identify and
prioritize the highest priority ESG issues impacting
AT&T, as well as those where AT&T significantly
impacts external stakeholders. Our most recent
assessment was conducted in Q4 2021, and as part of
our ongoing governance, we continuously monitor
pressing and emerging ESG issues and current events
to help prioritize programmatic efforts on those
topics as appropriate.
We seek to deliver a comprehensive reporting suite
featuring consistent and comparable metrics. We’ve
aligned to the Global Reporting Initiative standards
since 2007, to communicate our managerial approach
to impacts on broad topics such as the economy,
environment, society and human rights. In recognition
of investor interest in our management of ESG
impacts on enterprise value, we align to relevant
1
The supplier sustainability management approach reflects the activities of the AT&T Global Supply Chain organization within AT&T
Communications.
2023 PROXY 29 AT&T INC.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
industry-specific Sustainability Accounting Standards
Board standards, the Task Force on Climate-related
Financial Disclosures recommendations and the CDP
Climate Change assessment. Our reporting also aligns
with the United Nations Global Compact and
Sustainable Development Goals, reflecting
stakeholder interest in AT&T’s contributions to global
sustainable development objectives.
ENVIRONMENTAL IMPACT
AT&T is amplifying our positive environmental impact
and optimizing the resilience of our business through
enhancements in resource efficiency and efforts to
protect our network and stakeholders from
environmental risk.
The Governance and Policy Committee oversees the
entirety of AT&T’s environmental and climate-related
strategy, including emissions reduction objectives,
consumption of electricity and water, investments in
renewable energy, waste management and policies
governing our supply chain. Our CSO oversees
internal management of AT&T’s environmental and
climate-related strategy, risks and opportunities. Our
President – Network Engineering and Operations has
responsibility for the resilience of our network,
including energy and water use, and the management
of climate-related impacts to our operations. This
includes our commitments to renewable energy,
network disaster response and business continuity
planning. Our SVP – Audit Services oversees the
integration of ESG issues, including environmental
and climate-related impacts, into corporate
enterprise risk assessment activities. This risk analysis
has further oversight by the Audit Committee.
Our CSR Governance Council, led by our CSO and
comprised of Officers representing business
operations aligned to our most important ESG focus
areas, regularly discusses environmental topics such
as climate change, emissions and our use of
resources. In addition to the Council, we convene an
Environmental Committee that works with business
unit experts across our company to implement and
enhance policies and programs that address climate-
related risks and opportunities. The Environmental
Committee is led by our Assistant Vice President
(AVP) – Global Environmental Sustainability, who is a
direct report to our CSO.
Mitigating Climate Change
AT&T is committed to helping the world transition to
a low carbon economy. We’ve established a public
goal to become carbon neutral, targeting net zero
Scope 1 and 2 GHG emissions
2
by the end of 2035. To
help measure our progress, we launched a science-
based target to reduce emissions for these same
categories 63% by year-end 2030 (2015 baseline) –
aligning with a 1.5°C pathway. Between 2015-2022, we
reduced reported Scope 1 and 2 GHG emissions 41.2%,
reaching 65% of our 2030 target.
3
A key component of our emissions reduction strategy
is enhancing operational efficiency. Between 2015-
2022, we implemented nearly 161K energy efficiency
projects – such as the ongoing integration of our
centrally-managed Energy Building Management
Solution across our footprint and decommissioning
obsolete portions of our network operations –
resulting in annualized energy cost savings of
approximately $663 million.
We also continue to grow our procurement of
renewable energy, where feasible. In 2022, we
announced two new solar energy deals, adding to our
renewable energy portfolio. AT&T is currently #6 on
the EPA Green Power Partnership list, an
improvement of two spots from 2021.
Climate-related Impacts
Extreme weather presents operational risks to AT&T’s
network and safety risks to our employees,
customers and communities. We’re taking steps to
protect our network from threats and costly repairs
associated with such events, while helping
communities identify and address their own
vulnerabilities. By modeling the potential for extreme
weather within our geographic information system,
our industry-leading Climate Change Analysis Tool
(CCAT) helps network engineers analyze how inland
and coastal flooding, drought, wind or wildfires may
impact existing infrastructure or future network
builds – up to 30 years into the future.
In collaboration with the Federal Emergency
Management Agency and the U.S. Department of
Energy’s Argonne National Laboratory, we launched
the Climate Risk and Resilience Portal
2
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.
3
AT&T follows the GHG Protocol for Scope 1, Scope 2 and Scope 3 reporting. 2022 GHG emissions data contains Q4 estimations.
AT&T INC. 30 2023 PROXY
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
(ClimRR). ClimRR provides free and equitable access to
leading climate datasets to support analysis and data-
driven planning for future climate risks. The portal
empowers non-technical individuals, organizations,
planners and decision-makers at state, local, tribal, and
territorial governments to gain awareness of future
climate conditions to support community resilience.
AT&T also assesses how climate-related regulations,
developments in technology, and market or
reputational factors could affect our company. For
example, a cost applied to GHG emissions, such as
through an imposed fuel or carbon tax or other pricing
mechanism, may drive up the cost of fossil fuel-based
energy used to power our network, operations and fleet.
Landfill Diversion
AT&T has a goal to reduce the amount of U.S. waste we
send to landfill 30% by 2030 (2019 base year). By the end
of 2022, we had decreased our landfill footprint 27.9%
from 2019.
4
Environmental Performance of our Supply Chain
AT&T’s supply chain contributes to our emissions
footprint and presents unique climate-related risks and
opportunities. To address this, we engage suppliers to
reduce the environmental impact of their operations. In
2022 we met our Scope 3 science-based target ahead of
schedule by ensuring that suppliers representing 53% of
our spend (against our goal of 50%) have set science-
based Scope 1 and 2 targets. This goal covers AT&T
spend including purchased goods and services, capital
goods and downstream leased assets.
We operationalize progress toward this goal by
providing incentives to participate in our Preferred
Supplier Program, which includes companies that
have demonstrated a commitment to focus areas
such as diversity and environmental sustainability,
and by engaging approximately 300 suppliers annually
in the CDP Climate Change Questionnaire.
Supporting Customer Environmental Objectives
Beyond our carbon neutrality commitment focused on
our own operations, AT&T’s Gigaton goal demonstrates
our intention to help business customers leverage our
connectivity to help collectively reduce one billion
metric tons of GHG emissions by 2035.
We’re helping these customers reduce their
environmental footprint through adoption of AT&T
Smart Climate Solutions – broadband-enabled
technologies such as online collaboration tools and
IoT solutions for fleet, asset and building energy
management.
As of year-end 2022, we’ve achieved 15% of our
Gigaton goal and have enabled customers to reduce
more than 149 million metric tons of CO
2
e.
We measure our impact using a methodology
developed in collaboration with Carbon Trust and BSR.
SOCIAL IMPACT
At AT&T, we’re committed to connecting people to
greater possibility. Our efforts to help bridge the
digital divide, foster DE&I, support the development
of our employees and protect human rights are
examples of how we help our employees, customers,
suppliers, and communities thrive. Further, these
social factors influence the near- and long-term
success of our company.
Digital Divide
Access to affordable and reliable internet service is
critical for work, health, learning and commerce – and
for staying digitally connected to family, friends, news
and information. Leveraging our resources to address
the digital divide is strategically important to AT&T, as
it helps drive social change while expanding our
network reach and deepening valuable collaboration
with communities, authorities and NGOs.
With the full Board’s oversight, our strategy for
addressing the digital divide involves collaboration
across the entirety of our company – engaging
business units such as CSR, Public Policy, External and
Legislative Affairs, Network Technology and
Operations, Finance, Sales and Marketing.
AT&T has committed to invest $2 billion between 2021
and the end of 2023 to help address the digital divide.
This effort includes AT&T’s low-cost broadband service
offerings and ongoing community investment.
Our Access from AT&T program helps bridge the digital
divide by making high-speed, low-cost internet service
available for qualifying low-income households. AT&T
also participates in the FCC’s Affordable Connectivity
Program (ACP) to help make wired and wireless services
more affordable for millions of American households. In
2022, we expanded eligibility for Access from AT&T to all
households that quality for ACP and that apply the
Federal benefit to AT&T internet service.
4
AT&T aligns with GRI standards for waste reporting. 2022 waste data contains Q4 estimations.
2023 PROXY 31 AT&T INC.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)
Our $2 billion digital divide commitment also includes
AT&T Connected Learning, a multi-year initiative led by
our CSR organization to help remove internet adoption
barriers and empower today’s learners. Through AT&T
Connected Learning, by year-end 2025, we seek to
provide 1M people in need with digital resources,
technology and/or skills needed to succeed. Through the
end of 2022, we launched 20 AT&T Connected Learning
Centers in traditionally underserved neighborhoods
facing barriers to connectivity, and we intend to increase
this figure to more than 50 by the end of 2024. AT&T
Connected Learning Centers provide access to high-
speed internet and computing devices, as well as
opportunities for tutoring and mentorship through our
employee-driven AT&T Believes volunteerism initiative.
Together with national partners, we’re offering a
collection of digital learning and digital literacy courses to
help parents and families build skills and confidence to
help their child navigate distance learning and participate
effectively and safely in today’s digital world.
Diversity, Equity and Inclusion
From our Board of Directors to front-line workers
across the globe, we seek talented people who
represent a mix of backgrounds, identities, abilities
and experiences. This is critical to ensure the
products, services and content we create reflect the
diversity and interests of all segments of society and
of the world around us.
Our Board Diversity Statement notes “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.”
Our strategy for employee diversity, equity and
inclusion is led by AT&T’s Chief Diversity Officer, who is
also a member of the CSR Governance Council. To
promote employee engagement and cross-functional
diversity and inclusion initiatives across our business,
we regularly convene four diversity councils, including
an Executive Diversity Council made up of key officers
and executives in the business. Diversity, equity and
inclusion data is regularly provided to Board members
and discussed in depth at least once a year with the
Governance and Policy Committee and the full board.
All employees can join any of AT&T’s 27 Employee
Groups, which are the vanguard of our efforts to
advance diversity, equity and inclusion across AT&T.
AT&T also embeds diversity, equity and inclusion into
its hiring, career advancement and professional
development strategies. In 2022, more than 75% of
open positions and 69% of internal promotions were
filled by women and/or people of color candidates,
thereby increasing our diverse workforce.
5
AT&T has been recognized by top diversity, equity
and inclusion organizations and initiatives, such as
DiversityInc Top 50 Companies for Diversity, Human
Rights Campaign Best Places to Work for LGBTQ+
Equality, Disability Equality Index Best Place to Work
for Disability Inclusion and Bloomberg Gender Equality
Index.
Recognizing the importance of diversity, equity and
inclusion to our stakeholders, we report our progress
toward cultivating workplace diversity across AT&T.
This focus on building a more diverse and inclusive
workforce is underpinned by the unwavering
commitment to ensure that employees from any and
every segment of society are treated with fairness
and provided equal opportunities to advance in the
company.
Supply Chain Diversity
Diverse suppliers bring value to our company through
their unique experiences, skills and innovative ideas.
Our supplier diversity program connects specialized
diversity managers with internal sourcing teams to
assist minority-, woman-, veteran-, LGBTQ+- and
disability-owned enterprises around the U.S. with
opportunities to provide products and services to
AT&T. Our supplier diversity goal is to achieve 21.5%
of supplier spend and exceed $10 billion in total
procurement expenditures with diverse suppliers. In
2022, more than $16B was awarded to businesses
externally certified as diverse by third-party agencies.
Employee Talent Development
As the global economy evolves, it’s crucial to train –
and retain – a skilled and diverse workforce, and to
help ensure our colleagues have the tools needed for
continued success. Led by our Senior Vice President
of Learning and Development, our internal training
organization – AT&T University – works across our
business to deliver strategic leadership training,
inspire continuous development for current and
future roles, and energize our workforce to drive
innovation. AT&T University builds and enhances skills
and capabilities in an evolving technological world,
developing leaders who enhance the skills of others
and role model critical competencies for the rest of
the organization.
5
Represents AT&T’s U.S.-based workforce.
AT&T INC. 32 2023 PROXY
AUDIT COMMITTEE
In 2022, AT&T invested approximately $135 million to
engage employees in 8 million hours of education and
training, plus $10.5 million in higher education tuition
assistance.
6
Human Rights
Business success and ethical behavior go
hand-in-hand, and protecting human rights is
fundamental to our operations, supply chain and
engagement with key stakeholders.
AT&T’s Human Rights Policy details our commitment
to upholding internationally recognized principles
supporting rights to privacy, freedom of expression,
fair labor practices, ethical use of artificial intelligence
and protection from harmful online content –
particularly for children. Our CSO is responsible for
overseeing the AT&T Human Rights Policy with
guidance from the Governance and Policy
Committee. The CSR Governance Council and Human
Rights Committee, comprised of senior executives
and subject matter experts from across the business,
are responsible for due diligence and implementing
safeguards to address and mitigate potential human
rights risks and issues.
6
Includes AT&T Communications, AT&T Corporate, and AT&T International.
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 investors.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, AT&T’s
compliance with legal and regulatory matters, and
enterprise risk management, including privacy and
data security.
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 Ms. Taylor (Chair), Mr. Luczo,
Mr. McCallister, and Mr. Ubiñas 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 Ms. Taylor is an “audit committee financial
expert.” Although the Board of Directors has
determined that she has the requisite attributes to be
considered an “audit committee financial expert” as
defined under SEC rules, her responsibilities are the
same as those of the other Audit Committee
members. She is not AT&T’s auditor or accountant,
does not perform “field work” and is not a full-time
employee. 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.
2023 PROXY 33 AT&T INC.
AUDIT COMMITTEE
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 significant financial,
compliance, ethics, and operational risk exposures
and the steps management has taken to detect,
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 reviews and discusses with management the
Company’s privacy and data security, including
cybersecurity, risk exposures, policies, and practices,
including the steps management has taken to detect,
monitor and control such risks and the potential
impact of those exposures on the Company’s
business, financial results, operations and reputation.
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.
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 2022 and 2021 are shown in the following
table:
PRINCIPAL ACCOUNTANT FEES
(dollars in millions)
Item 2022 2021
Audit Fees (a) $35.1 $44.7
Audit Related Fees (b) 5.5 17.4
Tax Fees (c) 6.7 14.2
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 2022 or
2021 for services other than audit, audit related and tax.
AT&T INC. 34 2023 PROXY
AUDIT COMMITTEE
AUDIT COMMITTEE REPORT
The Audit Committee: (1) reviewed and discussed with management AT&T’s audited financial statements for
the year ended December 31, 2022; (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, 2022, be included in AT&T’s
Annual Report on Form 10-K for filing with the Securities and Exchange Commission.
February 7, 2023 The Audit Committee
Cynthia B. Taylor, Chair
Stephen J. Luczo
Michael B. McCallister
Luis A. Ubiñas
2023 PROXY 35 AT&T INC.
Compensation Discussion and Analysis
TABLE OF CONTENTS
Executive Summary ............................ 37
Decision Making Framework
Role of the Human Resources Committee ..... 42
Guiding Pay Principles ......................... 42
Pay Governance ............................... 42
Compensation Elements and Pay
Determination
Elements of 2022 Compensation ............... 43
Determining 2022 Target Compensation ....... 44
How NEOs Were Paid for Performance in 2022 . . . 45
2022 Long-Term Grants ........................ 53
Benefits ......................................... 55
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
CD&A Compensation Discussion & Analysis
CDP Cash Deferral Plan
CEO Chief Executive Officer
CFO Chief Financial Officer
ESG Environmental Social Governance
EPS Earnings Per Share
FCF Free Cash Flow
HRC Human Resources Committee
LTI Long-Term Incentive
MCB Management Cash Balance
NEO Named Executive Officer
OI Adjusted Operating Income
PSA Performance Share Award
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
WBD Warner Bros. Discovery
WM WarnerMedia
OUR NAMED EXECUTIVE OFFICERS
John Stankey
Chief Executive Officer
Pascal Desroches
Senior Executive Vice President and
Chief Financial Officer
Lori Lee
Global Marketing Officer and Senior
Executive Vice President International
David McAtee
Senior Executive Vice President and
General Counsel
Jeff McElfresh
Chief Operating Officer
AT&T INC. 36 2023 PROXY
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 a 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 practices.
To that end, we incorporate many best practices in our compensation
program and avoid ones that are not aligned with our guiding pay
principles.
42
STOCKHOLDER ENGAGEMENT
Stockholder engagement is a key part of the Committee’s decision-
making process, and AT&T has a long history of incorporating stockholder
perspectives into our executive compensation program. Each year, we
engage with stockholders in both the spring and fall to understand their
views on executive compensation and other topics. In addition to the
support shared through direct engagement, our stockholders supported
our program with 90.3% of votes cast for approval of the “say on pay”
proposal at the 2022 Annual Meeting of Stockholders. We provide details
of discussions with stockholders over the past year in the Proxy
Statement Summary.
SUM 2
OUR COMPENSATION
PROGRAM ELEMENTS &
PERCENT OF PAY TIED TO
PERFORMANCE AND COMMON
STOCK PRICE
Our program includes a variety of pay 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 average combination of short- and long-term
incentives is 89% of target pay. Payouts are formula-driven for:
• Short-term incentives; and
• Performance Shares (which represent 75% of the long-term incentive
for all 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.
43, 45
2023 PROXY 37 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Topic Overview Details
INDEPENDENT COMPENSATION
CONSULTANT
The Committee determined that because it had engaged Frederic W.
Cook & Co., Inc. (FW Cook) as independent consultant for several years, it
was appropriate to initiate a Request for Proposal (RFP) process for
independent compensation consultant services. The purpose of the RFP
was to ensure that the Committee continues to receive comprehensive,
expert consulting services, and recommendations for setting executive
pay to retain and attract talent to execute the Company’s strategic
objectives. Our current consultant, FW Cook, was invited to respond to the
RFP, as were several other companies that provide independent
compensation consultant services. After a thorough review process with
evaluation of the candidates, the Committee renewed its engagement
with FW Cook for independent compensation consultant services.
58
HOW WE MAKE COMPENSATION
DECISIONS
The starting point for determining Executive Officer compensation is
determining target pay, with 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.
At the start of 2022, the Committee established a peer group consistent
with AT&T’s business pre-WM spin-off. Effective with the April 8, 2022,
close of the WM spin-off, the Peer Group was reset to align with AT&T’s
simplified operating structure with fewer business lines, enhanced focus
on telecom operations, reduced scale, and renewed focus on investment
in technology and tech enabled services.
The Committee sets target compensation with three elements of pay
(described above) and an allocation of those pay elements to total target
compensation.
The Committee also annually reviews performance metrics used in short-
and long-term incentives, given our NEOs’ compensation is heavily
weighted toward at-risk pay. The Committee aligns metrics and payouts
to the overall business plan to appropriately incentivize senior
management’s performance. At the end of the year, the Committee
evaluates the company’s financial results along with any other pertinent
circumstances to approve incentive payouts.
44-45
WARNERMEDIA SPIN-OFF AND
AT&T ADJUSTMENT RATIO
Upon completion of the WarnerMedia spin-off, AT&T stockholders received
.24 shares of stock in Warner Bros. Discovery, Inc. (WBD) for every share of
AT&T common stock they owned. However, employee equity-based awards
(performance shares, restricted stock units, and restricted stock awards) and
stock based deferred compensation balances were not entitled to receive
WBD shares. Therefore, to generally maintain the overall value of AT&T
equity compensation awards and deferred compensation balances, the
Committee authorized an adjustment to the number of shares underlying
the impacted equity awards and deferred compensation balances, as
required by the applicable plans in the event of a change in corporate
structure such as the WarnerMedia spin-off. The Committee approved an
increase in the number of shares underlying the impacted equity awards and
deferred compensation using the AT&T Adjustment Ratio of approximately
1.2202. The ratio is the result of the volume weighted average price for AT&T
stock for the 10 trading days prior to, and the 10 trading days following, the
close of the transaction. Share distributions under Long-Term Incentive
Awards with Performance or Restriction Periods Ending in 2022 or early 2023
reflect this share adjustment. In the Executive Compensation Tables, please
see the Grants of Plan Based Awards, Outstanding Equity Awards, Option
Exercises Stock Vested, and Nonqualified Deferred Compensation tables.
52, 62-64,
70-71
AT&T INC. 38 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
OUR PURPOSE
WE CONNECT PEOPLE TO GREATER POSSIBILITY – WITH EXPERTISE, SIMPLICITY AND INSPIRATION.
In 2022 we repositioned our company to be simpler and more focused as we set our sights on becoming the best
connectivity provider through 5G and fiber. And we exited the year defined by a new purpose: Connecting people
to greater possibility.
Our purpose is supported by three pillars:
• Expertise. We listen to our customers’ needs, share our best thinking and set the industry standard.
• Simplicity. We make things as easy as possible and show up as one AT&T.
• Inspiration. We help customers discover new things and create experiences that spark excitement and
delight.
Simplifying our operations in 2022 gave us increased financial flexibility to invest at historic levels. In fact, in 2022
AT&T invested more in the digital backbone of America’s connectivity – 5G and fiber – than any other company.
As a result of our industry leading investment, at the end of the year, we operated America’s most reliable 5G
network
1
and led the industry in bringing fiber to homes.
2
As we go all-in as a connectivity company, we’re also committed to creating stockholder value. We’re getting
more efficient and effective in everything we do. And we remain one of the highest dividend-yielding stocks in
the Fortune 500. Taken all together, the work we’ve done in 2022 puts us in a position to navigate the coming
years from a position of strength and opportunity.
1
Based on nationwide GWS drive test data. GWS conducts
paid drive tests for AT&T and uses the data in its analysis.
AT&T 5G requires compatible plan and device. 5G not
available everywhere.
2
Based on fiber to the home households using the latest
publicly available data.
2022 CORPORATE / CONSOLIDATED ACCOMPLISHMENTS
3
• Delivered cash from operations of $35.8 billion with
free cash flow of $14.1 billion
4
• Achieved more than $5 billion of $6 billion-plus
run-rate cost savings target
• Invested $19.6 billion in capital expenditures with
highest-ever capital investment of $24.3 billion
4
• Reduced total debt by nearly $40 billion and net
debt by about $24 billion
4
PROGRESS WITH PRIORITIES
3
AT&T delivered strong results against our three business priorities in 2022:
• Grow Subscriber Relationships. With record levels of demand for high-quality connectivity services as a
backdrop, we added nearly 2.9 million postpaid phone subscribers, our second-best annual results in more than a
decade, behind only 2021, and more than 1.2 million AT&T Fiber subscribers, the fifth consecutive year with 1 million
or more net additions. Driven by subscriber growth and higher ARPUs, we grew domestic wireless service
revenues by 5.1% – the best in more than a decade – and consumer wireline broadband revenues by 6.4%.
• Be Effective and Efficient in Everything We Do. As we continued to advance toward our $6 billion-plus
run-rate cost savings target, we increasingly saw these savings support our bottom line. We also realized
efficiencies in our network build. We ended 2022 with mid-band 5G spectrum covering 150 million people,
more than double our original year-end projection. And we’re on track to reach our target of 30 million-plus
consumer and business fiber locations passed by the end of 2025. We also announced an agreement to form
a joint venture with BlackRock Alternatives — Gigapower — an innovative new business model we are testing
to dramatically increase the pace of fiber installation outside our traditional wireline markets.
2023 PROXY 39 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
• Take a Deliberate Approach to Capital Allocation. Even as we invested at record levels, we delivered
$14.1 billion in free cash flow for 2022. This level of free cash flow supports our approximately $8 billion
annualized dividend on our common shares. Also in 2022, we took steps to significantly strengthen our
balance sheet. We received more than $39 billion from the separation of WarnerMedia, a substantial portion
of which we used to significantly reduce debt.
5
As a result, we ended the year with total debt of $135.9 billion
and net debt of $132.2 billion, down $24 billion versus the end of 2021.
3
All discussion of 2022 results reflects results from
continuing operations.
4
See Annex A for reconciliation of non-GAAP financial
results and Cautionary Language Concerning Forward
Looking Statements.
5
More than $39 billion received from WarnerMedia
separation includes $38.8 billion in cash, $1.6 billion in debt
retained by WarnerMedia and $1.2 billion post-closing
adjustment payment to Warner Bros. Discovery.
SUMMARY OF INCENTIVE COMPENSATION
Changes to 2022 Short-term Award Design
As previewed last year, the HRC replaced EPS with OI in the STIP to continue focus on the operational
effectiveness of the organization. Free Cash Flow was retained as a metric in the STIP to continue focus on
investment, paying down debt, and providing strong returns to our stockholders. The HRC added EPS to Long-
term Award Performance Share Metrics for the 2022 to 2024 performance period.
Stockholders indicated, and the HRC agreed, that they would like to see greater alignment between
compensation and ESG topics such as diversity, equity, and inclusion. As a result, the Committee maintained the
strategic metric for Executive Officers to include the following considerations:
• Consistently putting stockholder value above specific operating entity performance
• Achieving results in a way that is consistent with our company’s culture and values, including:
• how we operate in the communities we support
• advancing our ESG priorities, especially worker health and safety, global emissions reduction, and
• helping to narrow the digital divide.
• Working collaboratively across the organization to build a highly engaged workforce, including progress on
diversity, equity, and inclusion.
• Demonstrating leadership in driving transformation across the organization with the company’s multi-year
transformation initiative that builds on our existing strong customer service.
AT&T INC. 40 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Additionally, the HRC believed that to support the Company’s business transformation in 2022, all Executive
Officers should be tied to the same STIP metrics, which are summarized in the table below.
2022 Short-term Award Results
Metric
Metric
Weight Attainment Payout %
Adjusted Operating Income 60% 100% 96%
Free Cash Flow 20% 96% 70%
Strategic Component 20% N/A 115%
Weighted Average Payout 95%
See additional details in the section How NEOs Were Paid for Performance in 2022.
Long-term Award – Performance Share Component
Results for 2020-2022 Performance Period
Metric Metric Weight Achievement Payout %
3-Year ROIC 100% 7.9% 105%
3-Year Relative TSR Payout Modifier +10%, 0%, or -10% Quartile 3 0%
Final Long-Term Payout 105%
See additional details in sections ROIC Payout Table and Actual Performance Attainment – 2020 – 2022 Performance Period and
Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2022 or early 2023.
Long-term Award – Performance Share Component
Goals for 2022-2024 Performance Period
As previewed last year, the table below summarizes changes to the PSA metrics from 2021 to 2022. The
Committee believes that the changes to the metrics and payout table (i) align the executive’s experience with
stockholders, (ii) will motivate a high level of performance, (iii) are consistent with external guidance, and (iv) have
goals with adequate sensitivity to potential business outcomes.
Long-term Award – Performance Share Metrics 2021 2022
3-year ROIC 100% 50%
3-year EPS Growth 0% 50%
3-year Relative TSR Payout Modifier +10%, 0%, or -10% +20% (only if TSR is positive), 0%, or -20%
Maximum payout 150% 200%, inclusive of modifier
2023 PROXY 41 AT&T INC.
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 (Chair), Mr. Ford, Mr. McCallister, and Mr. Rose. The Committee’s charter is available on our website at
https://investors.att.com. The Committee is responsible for:
Compensation-Related Tasks Organizational Tasks
• Determining compensation for our Executive Officers;
• Reviewing, approving, and administering our
executive compensation plans and approving
employee benefit plans;
• Establishing performance objectives under our
incentive compensation plans;
• Determining the attainment of performance
objectives and the resulting awards to be made to
our Executive Officers; and
• Evaluating Executive Officer compensation practices to
ensure that they remain equitable and competitive.
• Evaluating the performance of the CEO;
• Reviewing the performance and capabilities of
other Executive Officers, based on input from the
CEO; and
• Succession planning for Executive Officer positions
including the CEO position.
GUIDING PAY PRINCIPLES
The Committee established the following guiding pay principles as the pillars of our compensation and benefits
program. It evaluates changes with respect to these goals and the Company’s strategic objectives.
ALIGNMENT WITH
STOCKHOLDERS
Utilize compensation elements and set performance targets that closely align executives’
interests with those of stockholders.
COMPETITIVE &
MARKET BASED
Evaluate our compensation and benefits compared to appropriate peer companies to ensure
we attract and retain world-class talent with leadership abilities and experience necessary to
develop and execute business strategies, obtain superior results, and build long-term
stockholder value.
PAY FOR PERFORMANCE Tie a significant portion of compensation to stock price and/or the achievement of
predetermined goals that contribute to our success. For example, see our NEO’s at risk-target
compensation under 2022 Total Target Compensation and Pay Mix.
BALANCED SHORT- &
LONG-TERM FOCUS
Ensure that the compensation program provides 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 program so that it aligns with both corporate governance best practices and our
strategic objectives while remaining easy to explain and communicate.
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.
✓ Multiple performance metrics and multi-year time
horizons.
✓ Stock ownership and holding period requirements.
✓ Regular engagement with stockholders.
✓ Dividend equivalents.
✓ Clawback policy.
✓ Severance policy limits payments to 2.99 times salary
and target bonus.
✘ No “single trigger” change in control provisions.
✘ No tax gross-ups, except in extenuating
circumstances.
✘ No repricing or buy-out of underwater stock
options, and no guaranteed bonuses.
✘ No hedging or short sales of AT&T stock or stock-
based awards.
✘ No supplemental executive retirement benefits for
officers promoted/hired after 2008.
✘ No excessive dilution, as of June 1, 2022, our total
dilution was 1.3% of outstanding stock.
AT&T INC. 42 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
COMPENSATION ELEMENTS AND PAY DETERMINATION
ELEMENTS OF 2022 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, thus creating stockholder value. 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:
75% PERFORMANCE
SHARES
25% 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
2023 PROXY 43 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
DETERMINING 2022 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, then presents its findings to the Committee for their review and decision-making process.
How the peer group was chosen
The year 2022 was transformational for AT&T. At the start of the year the Committee, based on input from its
consultant, established a peer group that was representative of companies consistent with AT&T. The peer
companies operated in telecom, technology, and media industries, and included large cap companies with similar
scale and business complexity to AT&T. In April, following the spin-off of WM, the HRC reset the composition of
the peer group to reflect the following:
• Simplified operating structure with fewer business lines and an enhanced focus on telecom operations.
• Reduction in scale (revenue, market capitalization, and enterprise value).
• Increased investments in technology and tech enabled services such as 5G, Fiber, artificial intelligence, and
cloud software.
Based on the responsibilities of each executive’s role, the Committee evaluated compensation against the same
or similar positions in the peer group companies. If a peer company did not have a role corresponding to a
particular AT&T executive, it was omitted from the peer group for the executive. The table below shows the initial
and reset peer groups.
AT&T Peer Group
Post-Close Additions General Motors Salesforce UPS
Peer Group*
Alphabet Charter Intel Oracle Walt Disney
Amazon Cisco IBM T-Mobile US
Apple Comcast Microsoft Verizon
Boeing General Electric Netflix Wal-Mart
Post-Close Deletions Chevron Exxon Mobil Fox Corp Paramount
* These companies continued in the post-close Peer Group.
The Committee’s Process for Establishing 2022 Target Compensation
The Committee’s consultant reviewed market data from the 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 Peer
Group. After completing this review, the consultant presented the market data to the Committee.
The Committee used the market data with the CEO’s evaluation of performance and 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.
AT&T INC. 44 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
In addition, to determine CEO pay, the Board continued to use its formal annual performance evaluation process.
Such performance evaluation consists of the Board reviewing key strategic and leadership behaviors and
providing feedback directly to Mr. Stankey regarding his performance and the performance of the company.
2022 Total Target Compensation and Pay Mix
Based on the above, in January the Committee reviewed target pay for the NEOs and determined total target
compensation for 2022. Mr. Stankey’s annual target compensation has remained unchanged since his promotion
to CEO in July 2020. Other NEOs only received increases to LTI compensation to align to market. The 2022 target
compensation for the NEO’s is as follows:
NEO Base Salary Target STIP Target LTI Total
J. Stankey $2,400,000 $5,600,000 $13,500,000 $21,500,000
P. Desroches $ 1,250,000 $ 2,750,000 $ 7,500,000 $ 11,500,000
L. Lee $ 750,000 $ 1,350,000 $ 5,525,000 $ 7,625,000
D. McAtee $ 1,300,000 $2,350,000 $ 6,850,000 $10,500,000
J. McElfresh $1,000,000 $2,000,000 $10,000,000 $13,000,000
The target LTI values shown above are comprised of 75% Performance Shares and 25% Restricted Stock Units.
The breakout is shown in the 2022 Target Long-Term Values section.
As described above, the Committee designs the executive compensation program to include at-risk pay. The 2022
Target Compensation table above shows the use 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.
2022 Target Pay Mix
Short-TermBase Salary Long-Term At-Risk Pay
26%
$5,600
63%
$13,500
11%
$2,400
20%
$2,113
70%
$7,468
10%
$1,075
CEO
89%
AT-RISK
PAY
*
OTHER NEOs
90%
AT-RISK
PAY
*
*Including Stock Price Performance
HOW NEOs WERE PAID FOR PERFORMANCE IN 2022
2022 Short-Term Incentive Awards – Performance Targets
After reviewing our business plan and determining the business metrics on which our Executive Officers should
focus, the Committee established the following performance metrics applicable to payment of 2022 short-term
incentive awards. These metrics were chosen for their link to our business strategy; a change in the financial
metrics is explained below. NEOs maintained the strategic metric with a 20% weighting to further drive
performance during AT&T’s business transformation within the framework of its cultural pillars. The Committee
established that all executive officers will be tied to a single unifying metric set that focuses leaders to achieve
AT&T’s financial, operational, and strategic goals.
2023 PROXY 45 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
80% Financial Metric
In order to continue focus on the operational effectiveness of the organization, the HRC replaced EPS, which is
now a long-term measure, with OI as a STIP performance metric. FCF was retained as a metric in the STIP to
continue focus on investment, paying down debt, and providing strong returns to our stockholders. The
Committee maintained the 20% weighting on FCF.
2022 SHORT-TERM INCENTIVE PLAN FINANCIAL METRICS AND WEIGHTINGS
Metric Weighting Relevance
OI 60% Indicator of the company’s ability to generate earnings from operations
FCF 20% Important to continue to invest, pay down debt, and provide strong returns to our
stockholders
SHORT-TERM INCENTIVE PAYOUT TABLE STRUCTURE
Financial Metrics
Payout Level Attainment Payout
Each financial performance metric has an associated
payout table, and all payout tables use the same
structure. Interpolation is used to determine payout
percentages for results that fall between attainment
levels shown.
MAXIMUM 110% 150%
TARGET 100% 100%
94% 50%
THRESHOLD 82% 30%
20% Strategic Metric
The Committee established the strategic measures criteria early in 2022 as shown in the table below.
Strategic Measure – Goals
Consistently putting stockholder value above specific operating entity performance.
Achieving results in a way that is consistent with our company’s culture and values, including:
• how we operate in the communities we support,
• advancing our ESG priorities, especially worker health and safety, global emissions reduction, and
• helping to narrow the digital divide.
Working collaboratively across the organization to build a highly engaged workforce, including progress
on diversity, equity, and inclusion.
Demonstrating leadership in driving transformation across the organization with the company’s multi-
year transformation initiative that builds on our existing strong customer service.
2022 Short-Term Incentive Awards – Performance Attainment and Associated Payout Percentages
Final Award Determination:
The table below shows the performance adjusted award payout for each NEO based on the achievement of the
goals set by the Committee. The HRC made no award for individual performance.
AT&T INC. 46 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
NEO Target STIP STIP Attainment % Final Award Paid
J. Stankey $5,600,000 95% $5,320,000
P. Desroches $ 2,750,000 95% $ 2,612,500
L. Lee $ 1,350,000 95% $ 1,282,500
D. McAtee $ 2,350,000 95% $ 2,232,500
J. McElfresh $2,000,000 95% $1,900,000
The Committee maintains the discretion to make adjustments to the formula-driven payout as it deems
appropriate in order to align Executive Officer pay with performance, but did not make any such discretionary
adjustments to the formulaic component of short-term awards for 2022.
Financial Metric Results—80% Weighting
The charts below depict the performance goal attainment, final payout percentage, and reconciliation of
adjustments based on pre-determined exclusions. The strategic metric results are discussed after the financial
results.
Corporate
2022 Short-Term Incentive Performance Goals and Attainment
150%
96%
Payout
70%
Payout
100%
of Goal
$23.1B
$23.0B
96%
of Goal
$15.2B
$14.6B
20% Weighting
Free Cash Flow
2
60% Weighting
Adjusted Operating Income
1
125%
100%
75%
50%
25%
0%
Performance
Goal
Attainment
(after adjustments)
Performance
Goal
(after adjustments)
Attainment
1. Operating Income results were adjusted as
follows:
2. Free Cash Flow results were adjusted as
follows:
Reported OI ($4,587) Reported FCF $14,138
Adjustments per Grant Terms: Adjustments per Grant Terms:
Merger & Acquisition Activity $95 Excess Benefit Plan Contribution $500
Severance $260
Non-cash Accounting writedowns $27,215
Operating Income for Compensation $22,983 Free Cash Flow for Compensation $14,638
The Committee approved 115% payout of the strategic metric (20% weighting) for all the NEOs, based on the
accomplishments listed below.
2023 PROXY 47 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
Strategic Measure – Rationale for 115% Payout
Shareholder Value: Core business delivered where it counts most – with our customers – and positioned the
business to continue providing shareholder returns. We’re getting more efficient and effective in everything we do.
• With record levels of demand for high-quality connectivity services as a backdrop, we added nearly 2.9 million
postpaid phone subscribers, our second-best annual results in more than a decade, behind only 2021, and
1.2 million AT&T Fiber subscribers, the fifth consecutive year with 1 million or more net additions.
• Delivered cash from operations of $35.8 billion with free cash flow of $14.1 billion.
• Executed a complex corporate restructuring that closed strategic transactions totaling more than $41 billion
and restructured our operations to provide additional balance sheet flexibility, reducing total debt by nearly
$40 billion and net debt by about $24 billion.
• Delivered second strongest equity returns amongst industry peers
1
and the company’s most profitable
wireless year on record.
Culture and Community: From digital divide initiatives to disaster response, AT&T strives to make our
communities safer and more connected. We’re leading the way in formulating the next generation of universal
access policies to connect every American to the internet. It’s how we connect, with more than 384,000 hours of
direct employee community involvement in our operating footprint.
• AT&T Connected Learning, an initiative that includes low-cost broadband offers, free laptops, online digital
literacy/learning resources, and 20 AT&T Connected Learning Centers in underserved communities across
the country.
• Climate Risk & Resiliency Portal, created in collaboration with FEMA and Argonne National Labs to provide
free access to climate datasets to support planning for future climate risks.
• Over 6,000 energy efficiency projects and increased usage of renewable energy production by 16% from
2.5 million megawatt-hours to 2.9 million megawatt-hours – and consistent with our over-arching ESG
objectives, reduced emissions.
Engaged and Diverse Workforce: Our employees are our greatest competitive advantage. We support and
champion their total wellbeing and value everyone as a whole person. We demonstrate this through:
• Improved employee engagement results and workforce diversity at the management ranks of the company,
with 90% of management employees continuing to attest pride in their organization, over 44% of managers
are people of color.
• 7 ratified labor agreements representing 22,800 employees without a single labor disruption.
• Vaccination compliance, hired the first well-being executive, presented well-being resources to more than
40,000 employees, and instituted new family friendly programs.
• Hall of Fame status with DiversityInc, including high rankings on four specialty lists based on workforce
diversity, leadership accountability, employee resource groups, and supplier results.
Business Transformation: As we narrow our strategic focus, we have a unique opportunity to reposition AT&T.
Remaining competitive requires differentiation and an increased ability to drive performance and growth. We’re
seizing a unique market opportunity by transforming how we operate, including:
• Achieved more than $5 billion of $6 billion-plus run-rate cost savings target, much of which was reinvested
to support customer growth.
• Restructured AT&T and lowered corporate overheads, compressed management spans/layers, and
focused daily operations on both legacy transformation and growth.
• Announced an agreement to form a joint venture with BlackRock Alternatives—Gigapower—an innovative
new business model we are testing to dramatically increase the pace of fiber installation outside our
traditional wireline markets.
1
Source: Bloomberg. Total returns based on share price change plus reinvested dividends. Industry peers are Charter, Comcast, T-Mobile US
and Verizon.
AT&T INC. 48 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
Following is a description of the long-term awards our NEOs (other than Mr. Desroches) earned:
Form of Award
Performance/Restriction
Period and Metrics Description
Performance Shares
Granted in 2020
75% of 2020 Long-Term
Award
3-year performance period
(2020-2022)
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. When combined
with the RSU distribution NEOs receive 50% of
their long-term incentive compensation
distributions in stock.
– 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 2019 (cliff
vesting)
25% of 2019 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.
RSUs Granted in 2021
(ratable vesting)
25% of 2021 Long-Term
Award
3-year restriction period
Payout value based on
common stock price
performance.
RSUs vest and pay in common stock 33-1/3% per
year over three years unless they vest earlier due
to retirement eligibility. They distribute on the
normal schedule regardless of when they vest.
Dividend equivalents are paid quarterly in cash on
the number of shares outstanding.
2023 PROXY 49 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
ROIC Payout Table and Actual Performance Attainment – 2020-2022 Performance Period
Determination of Performance Goal Performance Below Target Range
We established a ROIC performance target range of
6.00% to 7.00% 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 75 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 63% 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 168% 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 2020 ROIC payout table
summarized on the next page) that we achieved ROIC of 7.9%, which was above the target range, and 265 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).
AT&T INC. 50 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
ROIC Performance Metric
(2020 - 2022 Performance Period)
Cumulative adjustments for the 3-year
performance period:
Reported Net Income Minus Minority Interest
Adjustments per Pre-established Award Terms:
Target
Range
For 100%
Payout
5.25%
6.00%
11.75%
7.90%
7.00%
ACTUAL
PERFORMANCE
Weighted Average
Cost of Capital
Maximum
Payout
($B)
$10.8
Merger & Acquisition Activity
13.3
Asset Abandonments and Impairments
46.5
Benefit/Pension Remeasurement (Gain)/Loss
(1.5)
Adjusted Net Income Plus Interest Expense
$83.9
Sale of Assets (Gain)/Loss
(2.1)
After-Tax Interest Expense 16.9
3-Year Average ROIC Achievement
7.9%
27.7
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 2020 Performance Share grant:
Relative TSR Payout Modifier
(2020 - 2022 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 -23.5% ranks us in
the 30th percentile of the peer group
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;
Sprint was removed due to acquisition by T-Mobile and ViacomCBS was renamed Paramount.
TSR Peer Group for 2020 Performance Share Grant
Alphabet Charter Exxon Intel T-Mobile US
Amazon Chevron Fox Corp Microsoft Verizon
Apple Cisco General Electric Oracle Wal-Mart
Boeing Comcast IBM Paramount Walt Disney
2023 PROXY 51 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2022 or early 2023
Final Award Determination: Performance Shares Granted in 2020, 75% of the Long-Term Award (other than
Mr. Desroches)
Shares and Performance Attainment
Shares granted X (ROIC Attainment +/-TSR Modifier) = Shares
Distributed
Final Award
Shares distributed X $20.00 = Final
Award Paid
NEO
Target
Value
Shares
Granted
ROIC
Attainment
TSR
Modifier
Shares
Distributed
Ending
Stock Price
Final
Award Paid
J. Stankey $10,125,000 353,391 105% 0 371,061 $20.00 $ 7,421,211
L. Lee $ 2,681,250 87,415 105% 0 91,786 $20.00 $ 1,835,715
D. McAtee $ 4,012,500 130,816 105% 0 137,357 $20.00 $ 2,747,136
J. McElfresh $ 4,350,000 141,820 105% 0 148,911 $20.00 $2,978,220
On January 30, 2020, the Committee awarded the Performance Share grant values shown in the above table. The
number of shares is based on the AT&T closing stock price of $28.25. The shares granted and closing stock price
were adjusted for the WM spin-off (see WarnerMedia Spin-off and AT&T Adjustment Ratio in the Executive
Summary).
In June 2020, the Committee awarded a $3,000,000 (121,101 PSA shares) supplemental grant to Mr. Stankey in
connection with his promotion to CEO. The grant is subject to the same terms and conditions as Mr. Stankey’s
January 2020 grant, valued at $7,125,000 (232,290 PSA shares). Combined, the grants represent Mr. Stankey’s total
target value of $10,125,000 (353,391 PSA shares) for 2020 performance shares.
The Company’s common stock price change over the 3-year performance period reduced the value of the shares
earned. Therefore, NEOs realized 68% of the annual grant.
Final Award Determination: Restricted Stock Units Granted in 2019 and 2021, 25% of the Long-Term Award
Two RSU grants paid out in 2022 due to a shift in AT&T’s approach to vesting. The following chart describes the
cliff vested awards (refer to left side of table) and ratable vesting awards (refer to right side of table):
RSUs Granted in 2019 (cliff vesting)
Shares granted X $19.55 = Final Award Paid
RSUs Granted in 2021 (ratable vesting)
33-1/3% of shares granted X $27.18 = Final Award Paid
NEO
Target
Value
Shares
Granted
Final
Award Paid
Target
Value
Shares
Granted
First Tranche of
Award Paid
J. Stankey $2,375,000 92,228 $1,803,057 $1,118,362 39,062 $1,061,705
P. Desroches n/a n/a n/a $ 500,000 17,361 $ 471,872
L. Lee $ 868,750 35,268 $ 689,489 $ 335,417 11,646 $ 316,538
D. McAtee $1,250,000 50,744 $ 992,045 $ 445,833 15,480 $ 420,746
J. McElfresh $ 915,000 33,556 $ 656,020 $ 708,333 24,595 $ 668,492
On January 31, 2019, the Committee awarded the cliff vesting RSU grant values shown in the above table. The
number of RSUs is based on the AT&T closing stock price of $30.06. Shares granted and closing stock price were
adjusted for the WM spin-off (see WarnerMedia Spin-off and AT&T Adjustment Ratio in the Executive Summary).
The Company’s common stock price change during the 4-year restriction period reduced the value of the units
granted, which resulted in NEOs realizing 65% of the annual award granted. In addition to the cliff vesting RSU
grants, the Committee awarded two supplemental grants in connection with promotions:
• In December 2019, the Committee awarded John Stankey a supplemental grant of $500,000 (16,112 RSUs) in
connection with his promotion to President and Chief Operating Officer, which is subject to the same terms
and conditions as Mr. Stankey’s annual 2019 grant, valued at $1,875,000 (76,116 RSUs). Combined, the grants
represent Mr. Stankey’s total target value of $2,375,000 (92,228 RSUs) for 2019 RSUs.
AT&T INC. 52 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
• In October 2019, the Committee awarded Jeff McElfresh a supplemental grant of $535,000 (18,130 RSUs) in
connection with his promotion to CEO of AT&T Communications, which is subject to the same terms and
conditions as Mr. McElfresh’s annual 2019 grant, valued at $380,000 (15,426 RSUs). Combined, the grants
represent Mr. McElfresh’s total target value of $915,000 (33,556 RSUs) for 2019 RSUs.
On January 28, 2021, the Committee awarded the ratable vesting RSU grant values shown in the above table. The
number of RSUs is based on the AT&T closing stock price of $28.63 for Mr. Stankey and $28.80 for other NEOs.
The first tranche of the 2021 RSU vested on January 14, 2022, at the $27.18 AT&T closing stock price. The
Company’s common stock price change during the restriction period reduced the value of the units granted.
Therefore, each NEO realized 94% of the annual shares granted. This distribution of RSUs preceded the
application of the AT&T Adjustment Ratio.
In addition to the above, Pascal Desroches received a long-term distribution in February 2022 in the amount of
$1,539,786 from his time-based vested tranches of WM RSUs issued for 2018-2020. This distribution preceded the
application of the AT&T Adjustment Ratio. Beginning with the 2021 grant, Mr. Desroches received long-term
awards in the same form as other NEOs.
2022 LONG-TERM GRANTS
In 2022, our NEOs received long-term awards in the form of:
Type of Award Weight Performance Metrics Vesting Period
Performance Shares 75%
50% EPS Growth and 50% ROIC with
Relative TSR Payout Modifier of 20% (only
if positive), 0%, or -20%
3-year performance period
RSUs 25%
Payout value based on common
stock price performance only
3-year restriction period
with annual ratable
vesting
The associated grant values for these awards were:
2022 TARGET LONG-TERM VALUES
Name Performance Shares ($) RSUs ($)
John Stankey 10,125,000 3,375,000
Pascal Desroches 5,625,000 1,875,000
Lori Lee 4,143,750 1,381,250
David McAtee 5,137,500 1,712,500
Jeff McElfresh 7,500,000 2,500,000
The above table summarizes annual awards of Performance Shares and RSUs approved in 2022. The total long-term target for 2022 is shown
in the 2022 Total Target Compensation and Pay Mix section.
2022 PERFORMANCE SHARE GRANTS
The Performance Shares granted in 2022 are for the 2022-2024 performance period. The Committee determined
that the Performance Shares would be tied to EPS Growth and ROIC performance metrics with a payout modifier
based on a comparison of AT&T’s TSR to our Corporate Peer Group.
EPS Goal—Payout Table Calculation and Description
We established a 3-year compound annual growth rate EPS performance target. Payouts may occur above or
below the target depending on performance achievement. We calculate EPS by taking our annual adjusted net
income minus minority and preferred interest and divide by our weighted average shares outstanding for the
2023 PROXY 53 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
relevant year, subject to adjustments. A 3-year compound annual growth rate is then computed by comparing
the EPS for the final year of the performance period to the base year of the performance (year-end 2021) to
determine the final performance. Potential payouts range from 0% to 200% of the number of Performance
Shares granted.
ROIC Goal—Payout Table Calculation and Description
We established a ROIC performance target range at the beginning of the 3-year performance period. Payouts
may occur above or below the target depending on performance achievement. We calculate ROIC for the 2022-
2024 performance period 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. Potential payouts range from 0% to 200% of the number of
Performance Shares granted.
Performance Exclusions
The performance exclusions described below apply to the 2022 Performance Share grants. For mergers and
acquisitions and disposition activity for significant equity investments over $2.0 billion, we exclude the dilutive
and cash flow impacts of intangible amortization, asset write-offs and impairments, 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 dilutive or accretive and cash flow impacts 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 or state tax laws, changes in accounting principles, accounting gains/losses
from asset dispositions and mark-to-market activity, expenses caused by natural disasters and accounting write-
downs of goodwill, other intangible assets and fixed assets. Also excluded are the dilutive or accretive impacts
and cash flow impacts of severance charges that exceed $200M in a calendar year to the extent not recovered
through actual or projected reduced costs associated with headcount costs. Further exclusions are dilutive or
accretive impact to EPS from repurchases of common shares that varies from budgeted levels of repurchases,
and dilutive impacts related to issuances of common shares for purposes of merger and acquisition activity.
Additionally, we disregard the actuarial gains and losses related to the assets and liabilities of pension and other
post-retirement benefit plans and benefit plan funding that varies from budget.
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 2022 Performance Share Award payouts may be adjusted
based on our positive TSR (stock appreciation plus reinvestment of dividends) performance relative to our
Corporate Peer Group. TSR performance will be measured over the entire performance period. For 2022, we have
doubled the impact of the modifier from +/- 10% to +/- 20% and have added the component that no payout of
the modifier will occur if TSR is negative.
TSR PERFORMANCE MODIFIER
2022-2024 Performance Period
AT&T Return vs. TSR Peer Group Payout Modifier
Top Quartile
Add 20 Percentage Points to Final ROIC/EPS Growth Payout Percentage;
however, no TSR modifier will apply if AT&T’s relative TSR is negative
Quartile 2
Quartile 3
No Adjustment to ROIC/EPS Growth Payout Percentage
Quartile 4
Subtract 20 Percentage Points from Final ROIC/EPS Growth Payout
Percentage
AT&T INC. 54 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
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 EPS Growth and ROIC, and modifying the award for relative TSR achievement, if applicable. In
addition, the Committee may make discretionary adjustments. Combined Performance Shares and RSU
distribution is 50% cash and 50% stock.
2022 RESTRICTED STOCK UNIT GRANTS
The Committee awarded 2022 RSU grants that will vest and distribute 33-1/3% each year over three years. Other
grant terms include: (i) receive quarterly dividend equivalents, paid in cash at the time regular dividends are paid
on our common stock, (ii) pay 100% in stock to further tie executives’ interests to those of stockholders, (iii) fully
vest at grant for retirement eligible officers; however, the award does not distribute until the scheduled
distribution date, and (iv) continue to comprise 25% of NEOs’ total long-term incentives with 75% of total long-
term incentives granted in the form of PSAs.
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 eligible 401(k)
contributions (only base salary is matched for officers).
Managers hired externally on or after January 1, 2015
do not earn pension benefits, and to account for the
lack of a pension benefit, we provide an enhanced
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 (only base
salary is matched for officers).
Nonqualified Plans
We provide mid-level and above managers the
opportunity for tax-advantaged savings through two
AT&T nonqualified plans. All active NEOs were eligible
to elect nonqualified deferrals from 2022 cash
compensation through these plans.
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
2023 PROXY 55 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
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 pre-tax 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.
WarnerMedia Employee Supplemental Savings Plan
Mr. Desroches is the only NEO with an account
balance in this nonqualified restoration savings plan,
that historically was made available to U.S. salaried
WarnerMedia employees who earned eligible cash
compensation in excess of the IRS compensation limit
for tax-qualified plans. Participants could make
additional pre-tax deferrals to notional investment
options that mirror most of the 401(k) funds, and
Mr. Desroches made contributions in years prior to
2022 with company-matching contributions as
follows: 133-1/3% on the first 3% of amounts deferred
and 100% on the next 3% of deferrals, equating to a
maximum 7% match up to $500,000 of compensation.
These plans are described more fully in the Executive
Compensation Tables section.
Pension Benefits
During 2022, we offered a tax-qualified group pension
benefit to approximately three-fourths of our AT&T
managers (post-WM spin-off). Managers hired
externally on or after January 1, 2015 are not eligible
to participate in the pension plan, and instead receive
an enhanced match in the 401(k) plan. Former
WarnerMedia managers who remained with AT&T are
not eligible to earn pension benefits, though some of
these employees have frozen pre-merger Time
Warner pension benefits.
We also provide supplemental retirement benefits
under nonqualified pension plans, or SERPs, to
employees who became officers before 2009.
In 2019, Mr. Stankey elected to freeze his SERP
benefits as if he had retired at the end of 2019. He
gave up credits under the plan for all future
compensation and service. In exchange, the frozen
benefit earns a fixed rate of interest equal to the
discount rate used to determine lump sum benefits
for participants who retired in 2019. The interest
credits continue until the SERP benefits are
distributed to participants.
At the end of 2022, the company froze the SERP
benefits, with similar terms as described above, for
individuals that were officers of the Company prior to
2009 (since officers appointed after 2008 are not
eligible for SERP benefits). This is a limited officer
group, including Ms. Lee.
Messrs. Desroches, McAtee and McElfresh are not
eligible for any SERP benefits.
Additional information on pension benefits, including
these plans, may be found in the Executive
Compensation Tables section, following the “Pension
Benefits” table.
AT&T INC. 56 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
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
Personal Benefits Table 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.
Maintains executives’ health and welfare,
helping to ensure business continuity.
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 pages 68-69.
COMPANY-OWNED CLUB
MEMBERSHIPS
In some cases, we allow personal use of
company-owned social club and country
club memberships, 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.
2023 PROXY 57 AT&T INC.
COMPENSATION DISCUSSION AND ANALYSIS
POLICIES AND RISK MITIGATION
2022 STOCK OWNERSHIP GUIDELINES
The Committee has established common stock
ownership guidelines for 2022 as shown below. We
include shares held in our benefit plans in determining
attainment of these guidelines.
Level Ownership Guidelines
CEO 6 x Base Salary
Executive Officers
Lesser of 3 x 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, 2022.
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. This requirement further ties
executives’ compensation interests to interests of
stockholders.
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.
We conduct an annual compensation-related risk review
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.
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
an independent compensation consultant 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.
AT&T INC. 58 2023 PROXY
COMPENSATION DISCUSSION AND ANALYSIS
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 21, 2023 The Human Resources Committee
Beth E. Mooney, Chair
Scott T. Ford
Michael B. McCallister
Matthew K. Rose
2023 PROXY 59 AT&T INC.
EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The table below discloses compensation provided to AT&T’s Named Executive Officers (NEOs), including the Chief
Executive Officer, the Chief Financial Officer, and the other three most highly compensated Executive Officers.
Compensation information is provided for the years each person in the table was a Named Executive Officer since
2020.
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
2022 2,400,000 0 13,499,988 0 5,320,000 1,264,319 431,219 22,915,526
2021 2,400,000 0 13,420,341 0 6,888,000 1,468,869 643,669 24,820,879
2020 2,050,000 0 13,499,999 0 3,250,000 1,411,950 808,968 21,020,917
P. DESROCHES
Sr. Exec. Vice
Pres. & CFO
2022 1,250,000 0 7,499,993 0 2,612,500 0 390,014 11,752,507
2021 1,250,000 0 5,999,990 0 3,382,500 0 1,112,643 11,745,133
L. LEE
GMO & Sr. Exec. Vice Pres.
International
2022 750,000 0 5,525,000 0 1,282,500 1,989,542 199,363 9,746,405
2021 750,000 0 4,025,002 0 1,822,500 689,009 222,746 7,509,257
D. MCATEE
Sr. Exec. Vice Pres. &
General Counsel
2022 1,300,000 0 6,850,008 0 2,232,500 0 912,807 11,295,315
2021 1,300,000 0 5,350,003 0 2,890,500 201,040 801,379 10,542,922
2020 1,295,833 0 14,349,990 0 1,762,500 484,566 715,725 18,608,614
J. MCELFRESH
Chief Operating
Officer
2022 1,000,000 0 9,999,983 0 1,900,000 129,818 282,845 13,312,646
2021 1,000,000 0 8,500,003 0 2,420,000 134,002 275,524 12,329,529
2020 850,000 200,000 5,800,003 0 1,387,500 124,617 210,000 8,572,120
NOTE 1. Four of the NEOs deferred portions of their
2022 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. Desroches—$2,856,875; Ms. Lee—
$45,000; Mr. McAtee—$2,510,875; and Mr. McElfresh—
$200,000. 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 55.
NOTE 2. Amounts in the Stock Awards column for
2022 represent the grant date values of Performance
Shares and Restricted Stock Units. The grant date
values of Performance Shares included in the table
for 2022 were: Mr. Stankey—$10,124,997;
Mr. Desroches—$5,625,001; Ms. Lee—$4,143,744;
Mr. McAtee—$5,137,512; and Mr. McElfresh—
$7,499,993. 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 200% 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.”
AT&T INC. 60 2023 PROXY
EXECUTIVE COMPENSATION TABLES
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
2022: Mr. Stankey—$2,269, Mr. Desroches— $0,
Ms. Lee—$0, Mr. McAtee—$0, and Mr. McElfresh—
$4,175. Other amounts reported under this heading
represent an increase, if any, in actuarial value of the
accumulated pension benefits 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.
Mr. Stankey reimbursed the Company for the
incremental cost of his personal use of Company
aircraft. 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 Desroches Lee McAtee McElfresh
PERSONAL BENEFITS
Financial counseling (includes tax preparation and
estate planning) 14,000 24,000 14,000 25,780 13,781
Auto benefits 26,797 15,775 13,918 21,138 16,609
Personal use of Company aircraft 0 0 7,026 83,431 0
Health coverage 67,240 10,036 64,636 64,636 14,572
Club membership 3,053 0 0 3,053 0
Communications 2,918 1,255 7,268 2,930 1,372
Home security 1,251 5,894 1,166 18,240 0
Total Personal Benefits 115,259 56,960 108,014 219,208 46,334
Company matching contributions to deferral plans 14,640 162,500 45,000 610,400 184,800
Life insurance premiums applicable to the employees’
death benefit 301,320 170,554 46,349 83,199 51,711
Total 431,219 390,014 199,363 912,807 282,845
2023 PROXY 61 AT&T INC.
EXECUTIVE COMPENSATION TABLES
EXECUTIVE COMPENSATION TABLES
GRANTS OF PLAN-BASED AWARDS
Name
Grant
Date
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 1/27/22 1,680,000 5,600,000 8,400,000 153,675 512,251 1,024,501 170,750 13,499,988
DESROCHES 1/27/22 825,000 2,750,000 4,125,000 85,375 284,584 569,167 94,861 7,499,993
LEE 1/27/22 405,000 1,350,000 2,025,000 62,893 209,643 419,286 69,882 5,525,000
MCATEE 1/27/22 705,000 2,350,000 3,525,000 77,976 259,921 519,843 86,640 6,850,008
MCELFRESH 1/27/22 600,000 2,000,000 3,000,000 113,833 379,445 758,889 126,482 9,999,983
NOTE 1. Represents Performance Share awards,
discussed beginning on page 53. The target number of
Performance Shares shown represents the number of
Performance Shares outstanding after the application
of the AT&T Adjustment Ratio (see page 38). The
number of Performance Shares on the grant date and
outstanding before the application of the AT&T
Adjustment Ratio for each NEO were: Mr. Stankey—
419,776; Mr. Desroches—233,209; Ms. Lee—171,797;
Mr. McAtee—212,998; and Mr. McElfresh—310,945.
NOTE 2. Unless otherwise noted, represents
Restricted Stock Unit grants, discussed on page 53.
The units granted in 2022 are scheduled to vest
33-1/3% and distribute each year in January 2023,
2024, and 2025. 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 Mr. McAtee were retirement
eligible as of the grant date. The number of
Restricted Stock Units shown represents the number
of RSUs outstanding after the application of the AT&T
Adjustment Ratio (see page 38). The number of RSUs
on the grant date and outstanding before the
application of the AT&T Adjustment Ratio for each
NEO were: Mr. Stankey—139,925; Mr. Desroches—
77,736; Ms. Lee—57,266; Mr.McAtee—70,999; and
Mr. McElfresh—103,648.
Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table
Mr. Stankey
The 2018 Incentive Plan provides 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 Mr. Stankey will not be prorated if he remains
employed through December 30, 2020, or in the event
of certain changes in his reporting. As a result of this
provision, Mr. Stankey’s current and future
Performance Share grants will not be prorated.
Upon closing of the acquisition of WarnerMedia,
Mr. Stankey was appointed CEO of Warner Media, LLC.
As part of this position, he engaged in extensive
business travel, which required 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.
AT&T INC. 62 2023 PROXY
EXECUTIVE COMPENSATION TABLES
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022
Option Awards Stock Awards
(1)
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
2022-2024 Perf. Shares 0 0 870,827 16,031,925
2021-2023 Perf. Shares 0 0 643,517 11,847,148
DESROCHES
2022-2024 Perf. Shares 0 0 483,793 8,906,629
2021-2023 Perf. Shares 0 0 286,008 5,265,407
LEE
2022-2024 Perf. Shares 0 0 356,393 6,561,195
2021-2023 Perf. Shares 0 0 191,864 3,532,216
MCATEE
2022-2024 Perf. Shares 0 0 441,866 8,134,753
2021-2023 Perf. Shares 0 0 225,024 4,694,992
2019 Restricted Stock Units 50,744 934,197 0 0
2020 Restricted Stock Units 43,605 802,768 0 0
2020 Restricted Stock Units
– Retention Grant 372,294 6,853,933 0 0
2021 Restricted Stock Units 37,781 695,548 0 0
2022 Restricted Stock Units 86,640 1,595,042 0 0
MCELFRESH
2022-2024 Perf. Shares 0 0 645,057 11,875,499
2021-2023 Perf. Shares 0 0 405,177 7,459,309
2019 Restricted Stock Award
– Retention Grant 64,447 1,186,469 0 0
NOTE 1. The equity award shares shown in the above table
reflect the application of the AT&T Adjustment Ratio (see
page 38).
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.
NOTE 3. Performance Shares are distributed after the end
of the performance period shown for each award. The
actual number of shares distributed 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, 2022. In calculating the number of
Performance Shares and their value, we are required by SEC
rules to compare the Company’s performance through 2022
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 2021 grant is ROIC with a
payout adjustment for relative TSR achievement. As of the
end of 2022, the ROIC achievement for the 2021 grant was
above target while the TSR performance was in the third
quartile of the peer group. As a result, the 2021 grant was
reported at the maximum payout for ROIC with a 0%
payout adjustment for the TSR performance. The
performance measures for the 2022 grant are 50% ROIC
and 50% EPS Growth with a payout adjustment for the
relative TSR modifier. For the 2022 grant the ROIC
achievement was above target, the EPS Growth
achievement was at target and the TSR modifier was in the
first quartile. As a result the 2022 grant was reported based
on the weighted achievement result for ROIC at the
maximum payout and EPS Growth at target with a +20%
payout adjustment for the relative TSR modifier.
2023 PROXY 63 AT&T INC.
EXECUTIVE COMPENSATION TABLES
OPTION EXERCISES AND STOCK VESTED DURING 2022
Option Awards Stock Awards
(1)
Name
Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)
Number of Shares
Acquired on Vesting
(#)
(2)
Value Realized
on Vesting
($)
STANKEY 0 0 510,986 10,796,207
DESROCHES 0 0 77,736 1,874,995
LEE 0 0 149,052 3,216,983
MCATEE 0 0 185,969 3,967,026
MCELFRESH 0 0 252,560 5,478,210
NOTE 1. Included in the above amounts are Restricted
Stock Units that vested in 2022 but were not
distributed. Restricted Stock Units vest at the earlier
of the scheduled vesting date or upon the employee
becoming retirement eligible. If the units vest
because of retirement eligibility, they are not
distributed until the scheduled vesting date.
Restricted Stock Units granted in 2022 to the
following NEOs vested at grant because of their
retirement eligibility but will be distributed in prorated
payments of 33-1/3% each year in 2023, 2024 and
2025: Mr. Stankey—139,925, Mr. Desroches—77,736,
Ms. Lee—57,266, and Mr. McElfresh—103,648.
NOTE 2. The table above shows the Performance
Shares and Restricted Stock Units that vested in 2022.
The Performance Shares reported in the table reflect
the application of the AT&T Adjustment Ratio
because they vested on December 31, 2022, after the
AT&T Adjustment Ratio was applied to outstanding
equity awards. The Restricted Stock Units included in
the above table (for retirement eligible NEOs) vested
on January 27, 2022, prior to the application of the
AT&T Adjustment Ratio. Because the RSUs are not
distributable until the scheduled vesting date, the
AT&T Adjustment Ratio was applied to the vested
RSUs reported in the above table, which resulted in
the receipt of additional RSUs as follows: Mr. Stankey–
30,825; Mr. Desroches—17,125; Ms. Lee—12,616; and
Mr. McElfresh—22,833.
AT&T INC. 64 2023 PROXY
EXECUTIVE COMPENSATION TABLES
PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2022)
Name Plan Name
Number of
Years
Credited
Service
(#)
Present Value of
Accumulated
Benefits
(1)
($)
Payments
During Last
Fiscal Year
($)
STANKEY Pension Benefit Plan—Nonbargained Program 37 2,175,775 0
SRIP 19 517,138 0
SERP 34 33,133,191 0
DESROCHES Pension Benefit Plan—WarnerMedia Component Part 9 273,291 0
WarnerMedia Excess Pension Benefit Plan 9 173,131 0
LEE Pension Benefit Plan—Nonbargained Program 25 1,709,375 0
Pension Benefit Make Up Plan 9 64,747 0
SERP 25 13,898,439 0
MCATEE Pension Benefit Plan—MCB Program 10 148,923 0
Pension Benefit Make Up Plan 10 1,206,141 0
MCELFRESH Pension Benefit Plan—Mobility and Southeast
Management Programs 27 377,666 0
Pension Benefit Make Up Plan 27 466,520 0
NOTE 1. Pension benefits reflected in the above table were
determined using the methodology and material
assumptions set forth in the 2021 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 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
Pension Benefit Plan, the assumed retirement age for the
cash balance formula is age 65. For the WarnerMedia
Component Part and WarnerMedia, LLC Excess Benefit
Pension Plan, the assumed retirement age is the date a
participant attains age 62. For the AT&T SRIP and its
successor, the 2005 SERP, the assumed retirement age for
active employees as of 12/31/2021 is the earlier of the date
the participant (i) reaches age 60, (ii) attains 30 years of
service (when an employee may retire without discounts for
age), or (iii) has pension accruals frozen, though not earlier
than the 12/31/2022 measurement date.
The SRIP/SERP benefits have been 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.
2023 PROXY 65 AT&T INC.
EXECUTIVE COMPENSATION TABLES
QUALIFIED PENSION PLAN
The AT&T Pension Benefit Plan (the “Plan”), a “qualified pension plan” under the Internal Revenue Code, provides
ongoing pension accruals to most of our employees hired before 2015, including each NEO, except Mr. Desroches.
Mr. Desroches has a frozen vested pension benefit under the Plan due to his pre-2010 employment at Time
Warner, but he no longer earns additional pension benefits. 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
Mr. Stankey and Ms. Lee are covered by the
Nonbargained Program of the 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 the participating NEOs, 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
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 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 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
AT&T INC. 66 2023 PROXY
EXECUTIVE COMPENSATION TABLES
plan permits participants to take the benefit in
various actuarially equivalent forms, including an
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
Plan. This benefit accrued during his prior
employment period at BellSouth. Going forward, this
cash balance account earns only interest credits. The
interest crediting rate is reset each calendar-year and
is equal to the published average annual yield for the
30-year Treasury Bond as of November of preceding
year, but not less than the floor of 3.79%.
WarnerMedia Component Part
Mr. Desroches has a pension benefit under the
WanerMedia Component of the Plan, which accrued
during his employment at Time Warner. Benefit
accruals under this Program were frozen
December 31, 2013. After such date, the participant’s
age and service continue to count only for purposes
of determining early retirement factors and
retirement eligibility.
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 who are currently accruing
pension benefits 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.
Mr. Desroches has a frozen benefit under the
nonqualified WarnerMedia Excess Pension Benefit
Plan (which is provided by Warner Bros. Discovery).
His benefit will be paid in the form of monthly
payments over a ten-year period.
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, subject to certain exceptions
not applicable to any Executive Officers. 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.
Mr. Stankey and Ms. Lee 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. Of the current NEO SERP participants,
only Ms. Lee has an age or service discount under this
plan at this time, and her discount will not change due
to age or service after December 31, 2022 because of
the benefit freeze described below. 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.
2023 PROXY 67 AT&T INC.
EXECUTIVE COMPENSATION TABLES
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 Mr. Stankey, the annual
earnings used in the SERP’s “highest average earnings”
is fixed at $3.0 million.
The target annual retirement percentage for
Mr. Stankey is 60% and 50% for Ms. Lee. 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 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. Stankey’s Benefits
Mr. Stankey’s SERP benefits were modified in 2019. For
purposes of calculating his SERP benefits, the
Company froze his compensation and stopped
accruing age and service credits as of December 31,
2019, 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 3.7%.
Ms. Lee’s Benefit
Ms. Lee’s SERP benefit was similarly frozen
December 31, 2022, when future compensation, age
and service credits ceased. Her 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 2.3%.
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.
Benefits that are available generally to managers are
omitted from the table. All the NEOs except for
Mr. McAtee 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. In
addition, we also provide communications,
broadband, video 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.
AT&T INC. 68 2023 PROXY
EXECUTIVE COMPENSATION TABLES
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 $5,000 for annual programming
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 2022, the amounts of
Restricted Stock Units and/or Restricted Stock, as
applicable, that would have been vested and
distributed include: Mr. McAtee—$10,881,488 and
Mr. McElfresh—$1,186,469. If an active NEO had died at
the end of 2022, the amounts of Performance Shares
that would have distributed are as follows:
Mr. Stankey—$17,328,634; Mr. Desroches —$8,749,463;
Ms. Lee—$6,214,333; Mr. McAtee—$7,915,141; and
Mr. McElfresh—$11,958,454.
In addition, in the event of termination of
employment due to disability, unvested Restricted
Stock Units and Restricted Stock, if any, will also vest;
however, Restricted Stock Units will not pay out until
their scheduled vesting distribution times.
End-of-year amounts for Messrs. McAtee and
McElfresh and are shown above. Conversely,
Performance Shares will not be accelerated in the
event of a termination due to disability but will be
paid without proration, based solely on the
achievement of the pre-determined performance
goals.
We pay recoverable premiums on split-dollar life
insurance that provides a specified death benefit to
beneficiaries of each NEO. The benefit is equal to one
times salary during the officer’s employment, except
for the CEO who receives two times salary. After
retirement, for officers who first participated
beginning in 1998, the death benefit remains one
times salary until he or she reaches age 66; the
benefit is then reduced by 10% each year until age 70,
when the benefit becomes one-half of his or her final
salary.
In addition to the foregoing, each of the active NEOs
purchased optional additional split-dollar life
insurance coverage equal to two times salary, which is
subsidized by the Company. If the policies are not fully
funded upon the retirement of the officer, we
continue to pay our portion of the premiums until
they are fully funded. The officer’s premium
obligation ends at age 65.
2023 PROXY 69 AT&T INC.
EXECUTIVE COMPENSATION TABLES
NONQUALIFIED DEFERRED COMPENSATION
Name Plan
(1)
Executive
Contributions
in Last FY
(2)
($)
Registrant
Contributions
in Last FY
(2)
($)
Aggregate
Earnings in
Last FY
(2)(3)(4)
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at
Last FYE
(2)(4)
($)
STANKEY Stock Purchase and Deferral Plan 0 0 (31,465) 0 1,185,702
Cash Deferral Plan 0 0 7,621 0 266,662
DESROCHES Stock Purchase and Deferral Plan 375,000 141,150 (1,619) 0 514,531
WarnerMedia Employee Supplemental
Savings 0 0 (293,997) 0 4,804,517
LEE Stock Purchase and Deferral Plan 45,000 30,360 (5,464) 68,274 196,908
MCATEE Stock Purchase and Deferral Plan 3,135,975 595,760 (112,297) 2,266,741 3,702,115
MCELFRESH Stock Purchase and Deferral Plan 684,000 170,160 (51,503) 126,448 2,400,589
Cash Deferral Plan 0 0 14,018 0 490,509
NOTE 1. Amounts attributed to the Stock Purchase and Deferral Plan, Cash Deferral Plan or WM Supplemental
Savings 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 2022 in the
“Summary Compensation Table”: Mr. Stankey—$2,269, Mr. Desroches—$516,150, Ms. Lee—$75,360, Mr. McAtee—
$985,760, and Mr. McElfresh—$374,335. Of the amounts reported in the aggregate balance column, the following
aggregate amounts were previously reported in the “Summary Compensation Table” for 2021 and 2020,
combined: Mr. Stankey—$6,058, Mr. Desroches—$14,700, Mr. McAtee—$2,745,975, and Mr. McElfresh—$1,422,225.
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 Note 3 to the
“Summary Compensation Table”.
NOTE 4. Amounts reported in the aggregate earnings and aggregate balance columns reflect the application of
the AT&T Adjustment Ratio. Please see the AT&T Adjustment Ratio section in the Executive Summary on page 38.
AT&T INC. 70 2023 PROXY
EXECUTIVE COMPENSATION TABLES
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. Officers,
including the eligible 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/CDP makeup match is
133-1/3% 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.
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.
WARNERMEDIA EMPLOYEE SUPPLEMENTAL
SAVINGS PLAN (SSP)
Mr. Desroches is the only NEO with a balance in the
SSP. This nonqualified restoration savings plan
allowed U.S. salaried WarnerMedia employees who
earned eligible cash compensation in excess of the
IRS compensation limit for tax-qualified plans to make
additional pre-tax deferrals to notional investment
options that mirror most of the 401(k) funds: up to
50% contributions for compensation up to $500,000
and up to 90% for compensation above $500,000. The
Company matched contributions up to the first 6% of
deferred compensation between the compensation
limit and $500,000, with no match for deferred
compensation above $500,000. The matching rate
was 133-1/3% on the first 3% of amounts deferred
and 100% on the next 3% of deferrals, equating to a
maximum 7% match up to $500,000 of compensation.
2023 PROXY 71 AT&T INC.
EXECUTIVE COMPENSATION TABLES
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.
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
2022 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, 2022
Name
Severance
($)
STANKEY 23,920,000
DESROCHES 11,960,000
LEE 6,279,000
MCATEE 10,913,500
MCELFRESH 8,970,000
None of the NEOs hold stock awards that would be
subject to automatic vesting in connection with a
change in control.
AT&T INC. 72 2023 PROXY
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 2022 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
investors.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,
Governance and Policy Committee, Corporate
Development and Finance Committee and Executive
Committee.
STOCKHOLDER PROPOSALS AND DIRECTOR
NOMINEES
If a stockholder wishes to present a proposal (other
than pursuant to Exchange Act Rule 14a-8) or
nominate a person for election as a Director at the
2024 Annual Meeting of Stockholders (other than
pursuant to the proxy access provisions of the
Company’s Bylaws), 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 2951, 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 May 18, 2023, written
notice of any such proposal or nomination must be
received by the Company no earlier than January 19,
2024, and no later than February 18, 2024. In addition,
such proposal or nomination must meet certain other
requirements and provide such additional information
as provided in the advance notice provisions of 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.
In addition to satisfying the deadlines in the advance
notice provisions of the Company’s Bylaws, a
stockholder who intends to solicit proxies in support
of nominees submitted under these advance notice
provisions must provide the notice required under
Exchange Act Rule 14a-19 to the Senior Vice President
– Deputy General Counsel and Secretary of AT&T no
later than March 19, 2024.
Stockholder proposals intended to be included in the
proxy materials for the 2024 Annual Meeting pursuant
to Exchange Act Rule 14a-8 must be received by
December 5, 2023. 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 2951, 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 2024 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 2951, 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 2024 Annual
Meeting, written notice of any such nomination must
be received by the Company no earlier than
November 5, 2023 and no later than December 5, 2023.
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.
2023 PROXY 73 AT&T INC.
OTHER INFORMATION
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. Because of the complex
nature of the forms, AT&T files the reports on behalf
of the Executive Officers and Directors. 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. Due to an administrative error, a report of a
transfer of shares to a donor advised fund by
Mr. McAtee was filed late.
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.
CEO PAY RATIO
We determined the pay ratio by dividing the total 2022 compensation of the CEO as disclosed in the Summary
Compensation Table by the total 2022 compensation of the median employee, using the same components of
compensation and valuation methodology as used in the Summary Compensation Table for the CEO.
The total compensation of our median employee is $104,509. The final pay ratio calculation is 219:1.
Determination of CEO Pay Ratio
Step 1 Total compensation of the CEO
1
$22,915,526
Step 2 Total compensation of the median employee
2
$ 104,509
Step 3 Divide compensation of the CEO by the median employee 219.0
Result CEO pay ratio 219:1
1
Includes the value of Mr. Stankey’s health benefits.
2
Includes the cost of group health and welfare benefits.
Our median employee for 2022 was determined using the compensation of employees who were actively
employed on October 1, 2022. The measurement date was changed back to October 1, 2022, consistent with our
historical reporting. Last year, the measurement date was changed to November 15, 2021 to exclude the Vrio
employees who left the business on November 14, 2021. We used cash compensation for the first 3 quarters of the
year to determine the median employee.
Determination of Number of Employees for Selection of Median Employee
Using the Measurement Date of October 1, 2022
Step 1 Identify all active employees globally excluding the CEO 166,474
Step 2 Exclude all non-US based employees except those in the 2 foreign counties with our
largest employee populations (6,366)
Result Employees used to determine the median employee 160,108
AT&T INC. 74 2023 PROXY
OTHER INFORMATION
DETERMINATION OF NUMBER OF GLOBAL EMPLOYEES
USING THE MEASUREMENT DATE OF OCTOBER 1, 2022
Step 1 Identify all active US-based employees 139,422
Step 2 Identify all active non-US based employees in foreign countries with our largest
employee populations: 20,686
Mexico 18,239 Slovakia 2,447
Step 3 Identify all active non-US based employees in the other 53 foreign countries: 6,366
Argentina 121 Australia 93 Austria 6
Belgium 67 Brazil 184 Bulgaria 1
Canada 160 Chile 17 China 41
Colombia 9 Costa Rica 17 Czech Republic 1,050
Denmark 18 El Salvador 1 Finland 2
France 89 Germany 128 Greece 2
Guatemala 2 Hong Kong 123 India 2,325
Indonesia 2 Iraq 1 Ireland 38
Israel 427 Italy 32 Japan 82
Malaysia 167 Netherlands 103 New Zealand 8
Norway 2 Pakistan 1 Panama 3
Peru 1 Philippines 13 Poland 202
Portugal 2 Romania 1 Russian Fed. 2
Singapore 145 Slovenia 1 South Africa 4
South Korea 19 Spain 57 Sweden 12
Switzerland 10 Taiwan 17 Thailand 5
Turkey 3 United Kingdom 541 Uruguay 3
Utd. Arab Emir. 4 Venezuela 2
Result Total number of active global employees excluding the CEO 166,474
2023 PROXY 75 AT&T INC.
OTHER INFORMATION
PAY VERSUS PERFORMANCE
In this section, we are including the required disclosure for pay versus performance as defined by the Securities
and Exchange Commission for our principal executive officer(s) (PEO(s)) and Non-PEO NEOs and Company
performance for the fiscal years listed below.
Pay Versus Performance
Year
1
Summary
Compensation
Table Total for
John Stankey
CEO
Summary
Compensation
Table Total for
Randall
Stephenson
CEO
Comp Actually
Paid to John
Stankey CEO
2
Comp Actually
Paid to Randall
Stephenson
CEO
2
Average
Summary
Compensation
Table Total for
Non-CEO NEOs
Average Comp
Actually Paid
to Non-CEO
NEOs
2
Value of
Initial Fixed
$100
Investment
Based On:
3
Net
Income
(Loss) $M
Standalone
AT&T
Adjusted
Operating
Income
$M
4
AT&T
TSR
S&P
500
CSI
2022 $ 22,915,526 0 $ 22,639,051 0 $ 11,526,718 $ 11,778,472 $76 $ 90 ($ 7,055) $22,983
2021 $24,820,879 0 $20,049,462 0 $10,436,274 $ 8,389,994 $72 $150 $21,479 $22,235
2020 $ 21,020,917 $29,154,628 $ 18,284,324 $10,301,382 $23,872,620 $20,383,326 $79 $124 ($ 3,821) $22,463
Note 1. John Stankey succeeded Randall Stephenson as CEO on July 1, 2020. The remaining NEOs for each year
are presented as follows:
• 2022: Pascal Desroches, Lori Lee, David McAtee, and Jeff McElfresh
• 2021: Pascal Desroches, Lori Lee, David McAtee, Jeff McElfresh, John Stephens, and Randall Stephenson
• 2020: John Stephens, Jason Kilar, David McAtee, and Jeff McElfresh
Note 2. Compensation Actually Paid (CAP) is the Summary Compensation Table (SCT) total value for the period
shown with adjustments for equity awards and pension. CAP reflects equity awards based on the mark-to-market
valuation under Accounting Standards Codification Topic 718: Compensation – Stock Compensation for each
period in the above table. Pension values for CAP reflect the pension service cost as used in the financial
statements for each period shown in the above table.
Note 3. The company must calculate TSR with a base investment of $100 in a manner consistent with the SEC
stock performance graph disclosure requirements over the cumulative period covered in the disclosure (i.e., for
2020 the table represents the TSR over 2020, the TSR for 2021 represents the cumulative TSR over 2020 and 2021,
etc.). The peer group used for comparison is the S&P 500 Communication Services Index (CSI).
Note 4. Standalone AT&T results reflect the historical operating results of the company presented as continuing
operations, and exclude U.S. Video and other dispositions included in Corporate and Other that did not meet the
criteria for discontinued operations. Standalone AT&T results are presented to provide 2020 and 2021 full-year
results that are comparable to 2022 continuing operations financial data. Standalone AT&T Adjusted Operating
Income differs from Adjusted Operating Income presented in our quarterly earnings material, and is calculated by
adjusting AT&T’s Operating Income (Loss) from Continuing Operations for the following items: (1) transaction,
impairment and depreciation and amortization costs associated with merger, acquisition and disposition activity
for transactions when enterprise value exceeds $2.0 billion; (2) costs related to changes in accounting principles,
changes in tax laws, natural disasters, impairments and abandonments of goodwill, other intangibles and fixed
assets and, for 2022 and 2021, gains and losses related to asset dispositions and mark-to-market activity, in each
case, in excess of $500 million; and (3) in 2022, severance charges in excess of $200 million. Standalone AT&T
Adjusted Operating Income also removes the results from U.S. Video operations and other dispositions that did
not meet the criteria for discontinued operations, which impacts 2021 and 2020.
AT&T INC. 76 2023 PROXY
OTHER INFORMATION
Compensation Actually Paid (CAP) calculations are as follows:
CEO SCT Total to CAP Reconciliation
Year CEO
Summary
Compensation
Table Total
Deductions
from SCT
Total for
Equity Awards
Deductions
from SCT
Total for
Pension
Benefits
Additions to
SCT Total for
Equity
Awards
1
Additions to
SCT Total
for Pension
Service
Costs
1,2
CAP
2022 John Stankey $ 22,915,526 ($ 13,499,988) ($1,262,050) $14,483,348 $ 2,215 $ 22,639,051
2021 John Stankey $24,820,879 ($ 13,420,341) ($1,464,778) $ 10,175,332 ($ 61,630) $20,049,462
2020 John Stankey $ 21,020,917 ($ 13,499,999) ($1,409,983) $ 6,458,391 $5,714,998 $ 18,284,324
2020 Randall Stephenson $ 29,154,628 ($20,999,989) ($ 3,712,667) $ 5,850,720 $ 8,690 $ 10,301,382
Note 1. The following table shows each of the amounts added or deducted to arrive at the Additions to SCT Total
for both Equity Awards and Pension Costs:
Equity Pension
Year CEO
Year End
Fair Value
of Equity
Awards
Granted in
the Year
Year over
Year Change
in Fair Value
of
Outstanding
Unvested
Equity
Awards
Granted in
Prior Years
Year over
Year
Change in
Fair Value
of Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
Value of
Dividends or
other
Earnings Paid
on Equity
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
Service
Cost
Prior
Service
Cost
Total
Service
Cost
2022 John Stankey $ 14,460,141 ($ 1,970,986) ($ 94,496) $2,088,689 $14,483,348 $ 2,215 $ 0 $ 2,215
2021 John Stankey $10,666,429 ($ 2,891,334) $ 46,866 $ 2,353,371 $ 10,175,332 ($ 61,630) $ 0 ($ 61,630)
2020 John Stankey $ 10,272,112 ($ 5,491,861) ($133,820) $ 1,811,960 $ 6,458,391 $153,016 $5,561,982 $5,714,998
2020 Randall Stephenson $ 14,925,534 ($12,374,055) ($333,055) $ 3,632,296 $ 5,850,720 $ 9,186 ($ 496) $ 8,690
Note 2. The Supplemental Employee Retirement Plan (SERP) was amended in 2020 to freeze Mr. Stankey’s benefit
accruals effective 12/31/2019 and convert it to a cash balance account earning annual interest at 3.7% (as
disclosed in prior years’ CD&As). This amendment resulted in a one-time Prior Service Cost to account for the
change in pension liability. For 2020, the total Pension Cost shown above includes the annual Service Cost (for
annual benefit accrual) and this additional Prior Service Cost.
Mr. Stankey’s 2021 and 2022 Pension Costs do not include any Prior Service Cost since there were no applicable
plan amendments. In 2021, his qualified management pension increased more than the SERP benefit; it is used as
an offset to the gross SERP formula, resulting in a net negative Service Cost for all pension benefits. In 2022, the
management pension increased by approximately the same amount that the SERP benefit decreased, resulting in
a small positive net Service Cost.
Mr. Stephenson’s 2020 Pension Cost does not include any Prior Service Cost since his SERP benefit was frozen
effective 12/31/2012 and the amendment was accounted for in 2013. His management pension increased
somewhat more than the amount the SERP benefit decreased during 2020, resulting in a modest positive net
Service Cost.
2023 PROXY 77 AT&T INC.
OTHER INFORMATION
Average Non-CEO NEO’s SCT Total to CAP Reconciliation
Year
Summary
Compensation
Table Total
Deductions from
SCT Total for
Equity Awards
Deductions from
SCT Total for
Pension Benefits
Additions to SCT
Total for Equity
Award
1
Additions to SCT
Total for Pension
Costs
1
CAP
2022 $ 11,526,718 ($ 7,468,746) ($528,796) $ 8,061,729 $ 187,567 $ 11,778,472
2021 $10,436,274 ($ 3,979,166) ($785,922) $ 2,425,303 $293,505 $ 8,389,994
2020 $23,872,620 ($20,033,746) ($ 416,313) $16,309,731 $651,034 $20,383,326
Note 1. The following table shows each of the Non-CEO NEOs’ average amounts added or deducted to arrive at
the Additions to SCT Total for both Equity Awards and Pension Costs:
Equity Pension
Year
Year End Fair
Value of Equity
Awards
Granted in the
Year
Year over Year
Change in
Fair Value
of Outstanding
Unvested
Equity Awards
Granted in
Prior Years
Year over Year
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in
the Year
Value of Dividends
or other Earnings
Paid on Equity
Awards not
Otherwise
Reflected in Fair
Value or Total
Compensation
Total Equity
Award
Adjustments
Service
Cost
Prior
Service
Cost
Total
Service
Cost
2022 $7,999,956 ($ 915,829) ($36,855) $ 1,014,457 $ 8,061,729 $187,567 $ 0 $ 187,567
2021 $ 3,143,956 ($ 2,211,131) $ 35,672 $1,456,806 $ 2,425,303 $126,293 $ 167,212 $293,505
2020 $17,924,311 ($2,976,400) ($54,002) $ 1,415,822 $16,309,731 $175,405 $475,629 $651,034
In addition to the tabular disclosure, the following is an unranked list of the most important performance
measures that link CAP to Company performance.
Most Important Performance Measures
Long-Term Measures
(pages 53-54)
Earnings Per Share
Return on Invested Capital
Total Shareholder Return
Short-Term Measures
(pages 45-46)
Free Cash Flow
Adjusted Operating Income
Pay versus Performance CAP Comparisons
Each of the following graphs shows the relationship between CAP and the required performance measures in the
tabular disclosure: (i) AT&T TSR and Peer Group TSR (Value of Initial Fixed $100 Investment), (ii) Net Income, and
(iii) Standalone AT&T Adjusted Operating Income (Company Selected Measure). AT&T’s compensation program is
designed to drive long-term sustained performance aligned with stockholder interests and does so through the
use of short-term and long-term incentive awards (as described in our CD&A). In 2022, 89% of the CEO and other
NEOs’ target compensation opportunity was delivered via at-risk pay.
AT&T INC. 78 2023 PROXY
OTHER INFORMATION
$18
$20
$23
$20
$8
$12
$10
$79
$72
$76
$124
$150
$90
$0
$5
$10
$15
$20
$25
$0
$20
$40
$60
$80
$100
$120
$140
$160
2020 2021 2022
Compensation Actually Paid ($M)
Total Shareholder Return
Value of Initial Fixed $100 Investment
CAP vs. Multi-Year Cumulative Return
AT&T Inc. and S&P 500 Communications Services Index
CEO Stankey CAP Non-CEO NEO Avg CAP CEO Stephenson CAP AT&T TSR S&P 500 CSI TSR
$18
$20
$23
$20
$8
$12
$10
-$3,821
$21,479
-$7 ,055
-$10
-$5
$0
$5
$10
$15
$20
$25
-$10,000
-$5,000
$0
$5,000
$10,000
$15,000
$20,000
$25,000
2020 2021 2022
Compensation Actually Paid ($M)
Net Income ($M)
CAP vs. Net Income
CEO Stankey CAP Non-CEO NEO Avg CAP CEO Stephenson CAP Net Income
$18
$20
$23
$20
$8
$12
$10
$22,463
$22,235
$22,983
$0
$5
$10
$15
$20
$25
$0
$5,000
$10,000
$15,000
$20,000
$25,000
2020 2021 2022
Compensation Actually Paid ($M)
)M$(IOT&TAdetsujdAe
n
o
ladnatS
CAP vs. Standalone Adjusted AT&T Operating Income (OI)
CEO Stankey CAP Non-CEO NEO Avg CAP CEO Stephenson CAP Standalone AT&T OI
2023 PROXY 79 AT&T INC.
ANNEX A
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 and cash distributions from DIRECTV (classified as investing
activities) minus capital expenditures and cash paid for vendor financing (classified as financing activities). We
believe this metric provides 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 vendor financing, and from our continued economic interest in the U.S. video operations as part of our
DIRECTV equity method investment, 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
Dollars in millions
Year Ended
2022
Net cash provided by operating activities from continuing operations $ 35,812
Distributions from DIRECTV classified as investing activities 2,649
Less: Capital expenditures (19,626)
Less: Cash paid for vendor financing (4,697)
Free Cash Flow 14,138
Cash Paid for 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 capital
investment to provide investors with a comprehensive view of cash used to invest in our networks, product
developments and support systems.
Cash Paid for Capital Investment
Dollars in millions
Year Ended
2022
Capital expenditures $(19,626)
Cash paid for vendor financing (4,697)
Capital Investment $(24,323)
2023 PROXY A-1 AT&T INC.
ANNEX A
Net Debt
Net debt is a non-GAAP measure frequently used by investors and credit rating agencies and is calculated as total
debt less cash and cash equivalents.
Net Debt
Dollars in millions
Total debt at December 31, 2021 $ 175,631
Cash and cash equivalents (19,223)
Net debt at December 31, 2021 156,408
Total debt at December 31, 2022 135,890
Cash and cash equivalents (3,701)
Net debt at December 31, 2022 132,189
Decrease in Net Debt in 2022 $ 24,219
Cautionary Language Concerning Forward-Looking Statements
Information set forth in this proxy statement contains financial estimates and other forward-looking statements
that are subject to risks and uncertainties, and actual results might differ materially. A discussion of factors that
may affect future results is contained in AT&T’s filings with the Securities and Exchange Commission. The
forward-looking statements included in this proxy statement are made only as of the date of this proxy
statement. AT&T disclaims any obligation to update and revise the forward-looking statements contained in this
proxy statement based on new information or otherwise.
AT&T INC. A-2 2023 PROXY
RECOGNITION:
• 3BL Media 100 Best Corporate Citizens; 2011-2022
• Bloomberg Gender Equality Index; 2018-2023
• CDP Climate Change A List; 2022; Leadership Level (A-); 2016-2021
• CPA-Zicklin Index of Corporate Political Disclosure and Accountability
Trendsetter; 2019-2022
• Disability:IN 100% Disability Equality Index; 2021, 2022
• DiversityInc Top 50 Companies for Diversity; 2001, 2007-2019, 2021; Top
Companies for ESG; 2020, 2021; Hall of Fame; 2020-2022
• Dow Jones Sustainability Index North America 2010-2013, 2017-2022
• Ethisphere World’s Most Ethical Companies; 2020-2022
• Hispanic Association on Corporate Responsibility Corporate Inclusion
Index; 2009-2022
• Human Rights Campaign Corporate Equality Index; 2004-2022
• JUST Capital America’s Most JUST Companies (JUST 100); 2018-2023
• Military Friendly 2022 Military Friendly Employer, 2022 Military Spouse
Friendly Employers, 2022 Military Supplier Diversity Friendly, 2022 Military
Friendly Brand
• Military.com; Top 5 employers with the Best Veteran Recruiting &
Training programs; 2022
• Newsweek America’s Most Responsible Companies; 2020-2023
Photo by Joseph Haubert
www.att.com
AT&T Inc.
One AT&T Plaza Whitacre Tower
208 S. Akard Street Dallas, TX 75202
