DEF 14A of At&t Inc., Mar 11, 2021

DEF 14A of At&t Inc.

Filed Mar 11, 2021 · FY20200001193125-21-077769

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | TENURE | GENDER | RACE / ETHNICITY |

  3. ITEM NO. 1 - ELECTION OF DIRECTORS

    ITEM NO. 1 - ELECTION OF DIRECTORS Under our Bylaws, the Board of Directors has the authority to determine the size of the Board and to fill vacancies. Currently, the Board is comprised of 13 Directors, one of whom is an Executive Officer of AT&T. Under AT&T’s Corporate Governance Guidelines, a Director will not be nominated by the Board for re-election if the Director would be 72 or older at the time of the election. Richard W. Fisher will retire at the 2021 Annual Meeting and will not stand for re-election. Accordingly, the Board has voted to reduce its size to 12 Directors effective immediately before the meeting. The Board of Directors has nominated the 12 persons listed below for election as Directors to one-year terms of office that would expire at the 2022 Annual Meeting. Each of the nominees is an incumbent Director of AT&T recommended for re-election by the Corporate Governance and Nominating Committee. In making these nominations, the Board reviewed the background of the nominees (each nominee’s biography can be found beginning on the next page) and determined to nominate each of the current Directors for re-election, other than the retiring Director. The Board believes that each nominee has valuable individual skills, attributes, and experiences that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of a large and varied enterprise like AT&T. As indicated in the following biographies and under “Summary of Board Nominee Skills, Attributes and Experience” on page 4, the nominees have exhibited significant leadership skills and extensive experience in a variety of fields, each of which the Board believes provides valuable knowledge about important elements of AT&T’s business. If one or more of the nominees should at the time of the meeting be unavailable or unable to serve as a Director, the shares represented by the proxies will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board. The Board knows of no reason why any of the nominees would be unavailable or unable to serve. The Board recommends you vote “FOR” each of the following candidates

  4. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Name | Age | Director Since | Principal Occupation | | SAMUEL A. DI PIAZZA, JR. | 70 | 2015 | Retired Global CEO, PricewaterhouseCoopers International Limited | | SCOTT T. FORD | 58 | 2012 | Member and CEO, Westrock Group, LLC | | GLENN H. HUTCHINS | 65 | 2014 | Chairman, North Island and Co-Founder, Silver Lake | | WILLIAM E. KENNARD | 64 | 2014 | Former United States Ambassador to the European Union and former Chairman of the Federal Communications Commission | | DEBRA L. LEE | 66 | 2019 | Chair, Leading Women Defined Foundation | | STEPHEN J. LUCZO | 64 | 2019 | Managing Partner, Crosspoint Capital Partners, L.P. | | MICHAEL B. MCCALLISTER | 68 | 2013 | Retired Chairman of the Board and CEO, Humana Inc. | | BETH E. MOONEY | 66 | 2013 | Retired Chairman and CEO, KeyCorp | | MATTHEW K. ROSE | 61 | 2010 | Retired Chairman and CEO, Burlington Northern Santa Fe, LLC | | JOHN T. STANKEY | 58 | 2020 | CEO and President, AT&T Inc. | | CYNTHIA B. TAYLOR | 59 | 2013 | President and CEO, Oil States International, Inc. | | GEOFFREY Y. YANG | 62 | 2016 | Founding Partner and Managing Director, Redpoint Ventures |

  5. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  6. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 2021 PROXY | 3 | AT&T INC. |

  7. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE The table below summarizes the key skills, attributes and experiences of each of our director nominees that are most relevant to their board service. The fact that a specific area of focus or experience is not designated does not mean the director nominee does not possess that attribute or expertise. Rather, the attributes or experiences noted below are those reviewed by the Corporate Governance and Nominating Committee and the Board in making nomination decisions and as part of the Board succession planning process. Senior Leadership Global Perspective Government/Regulatory Strategic Planning/M&A Consumer Focus Human Capital Management Investment/Finance Media & Entertainment Technology/Innovation Telecom Name Age Director Since SAMUEL A. DI PIAZZA, JR. 70 2015 SCOTT T. FORD 58 2012 GLENN H. HUTCHINS 65 2014 WILLIAM E. KENNARD 64 2014 DEBRA L. LEE 66 2019 STEPHEN J. LUCZO 64 2019 MICHAEL B. MCCALLISTER 68 2013 BETH E. MOONEY 66 2013 MATTHEW K. ROSE 61 2010 JOHN T. STANKEY 58 2020 CYNTHIA B. TAYLOR 59 2013 GEOFFREY Y. YANG 62 2016

  8. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | AT&T INC. | 4 | 2021 PROXY |

  9. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  10. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — WILLIAM E. KENNARD Age: 64 Director since 2014 Independent Chairman of the Board Former United States Ambassador to the European Union and former Chairman of the Federal Communications Commission |

  11. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

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

  12. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Investment/ Finance | | Global Perspective | | | Government/ Regulatory | | Telecom | | Media & Entertainment |

  13. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Ford Motor Company • MetLife, Inc. • Duke Energy Corporation (2014-2021)(1) Committees • Corporate Governance and Nominating • Executive (Chair) • Public Policy and Corporate Reputation (1) Not standing for re-election at Duke 2021 annual meeting. |

  14. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — SAMUEL A. DI PIAZZA, JR. Age: 70 Director since 2015 Retired Global Chief Executive Officer of PricewaterhouseCoopers International Limited |

  15. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Mr. Di Piazza served as Global Chief Executive Officer of PricewaterhouseCoopers International Limited (an international professional services firm) from 2002 until his retirement in 2009. Mr. Di Piazza began his 36-year career with PricewaterhouseCoopers (PwC, formerly Coopers & Lybrand) in 1973 and was named Partner in 1979 and Senior Partner in 2000. From 1979 to 2002, Mr. Di Piazza held various regional leadership positions with PwC. After his retirement from PwC, Mr. Di Piazza joined Citigroup where he served as Vice Chairman of the Global Corporate and Investment Bank from 2011 until 2014. Since 2010, Mr. Di Piazza has served as the Chairman of the Board of Trustees of The Mayo Clinic. He received his B.S. in accounting from the University of Alabama and earned his M.S. in tax accounting from the University of Houston. He served as a Director of DIRECTV from 2010 until the company was acquired by AT&T Inc. in 2015. Skills and Qualifications Mr. Di Piazza brings significant executive and business leadership through his management of a multi-cultural, complex professional services organization serving clients around the world. He has significant global accounting, cyber and financial experience, and extensive knowledge of the entertainment business, including from his prior service as a Director of DIRECTV, a digital entertainment services company. He also has experience with sustainability and social responsibility as a former director on the UN Global Compact Board and former Chairman of the World Business Council for Sustainable Development. |

  16. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Investment/ Finance | | Human Capital Management | | | Government/ Regulatory | | Media & Entertainment | | | | | Global Perspective | | Strategic Planning/M&A | | |

  17. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Jones Lang LaSalle Incorporated • ProAssurance Corporation • Regions Financial Corporation Committees • Audit (Chair) • Executive • Public Policy and Corporate Reputation |

  18. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | 2021 PROXY | 5 | AT&T INC. |

  19. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — SCOTT T. FORD Age: 58 Director since 2012 Member and Chief Executive Officer of Westrock Group, LLC |

  20. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Mr. Ford founded Westrock Group, LLC (a private investment firm in Little Rock, Arkansas) in 2013, where he has served as Member and Chief Executive Officer since its inception. Westrock Group operates Westrock Coffee Company, LLC (a fully integrated coffee company), which Mr. Ford founded in 2009, and where he has served as Chief Executive Officer since 2009. Westrock Group also operates Westrock Asset Management, LLC (a global alternative investment firm), which Mr. Ford founded in 2014, and where he has served as Chief Executive Officer and Chief Investment Officer since 2014. Mr. Ford previously served as President and Chief Executive Officer of Alltel Corporation (a provider of wireless voice and data communications services) from 2002 to 2009 and served as an executive member of Alltel Corporation’s board of directors from 1996 to 2009. He also served as Alltel Corporation’s President and Chief Operating Officer from 1998 to 2002. Mr. Ford led Alltel through several major business transformations, culminating with the sale of the company to Verizon Wireless in 2009. Mr. Ford received his B.S. in finance from the University of Arkansas, Fayetteville. Skills and Qualifications Mr. Ford brings extensive experience in the telecommunications industry through his leadership of a large, publicly traded wireless and wireline communications company. He has experience managing complex business operations in various regulatory environments internationally, and has led several major business transformations, including the spin-off of Windstream and Alltel. |

  21. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Investment/ Finance | | Strategic Planning/M&A | | | Consumer Focus | | Global Perspective | | Telecom | | | Government/ Regulatory | | Human Capital Management | | |

  22. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Past Public Company Directorships • Bear State Financial, Inc. (2011-2018) Committees • Corporate Development and Finance (Chair) • Executive • Human Resources |

  23. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — GLENN H. HUTCHINS Age: 65 Director since 2014 Chairman, North Island and Co-Founder, Silver Lake |

  24. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

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

  25. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Investment/ Finance | | Strategic Planning/M&A | | | Government/ Regulatory | | Human Capital Management | | Technology/ Innovation |

  26. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Virtu Financial, Inc. Past Public Company Directorships • Nasdaq, Inc. (2005-2017) Committees • Corporate Development and Finance • Executive • Public Policy and Corporate Reputation (Chair) |

  27. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | AT&T INC. | 6 | 2021 PROXY |

  28. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  29. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — DEBRA L. LEE Age: 66 Director since 2019 Chair of Leading Women Defined Foundation |

  30. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

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

  31. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Human Capital Management | | Strategic Planning/M&A | | | Consumer Focus | | Media & Entertainment | | |

  32. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Burberry Group plc • Marriott International, Inc. • The Procter & Gamble Company Past Public Company Directorships • Twitter, Inc. (2016-2019) • WGL Holdings, Inc. (2000-2018) Committees • Corporate Governance and Nominating • Public Policy and Corporate Reputation |

  33. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — STEPHEN J. LUCZO Age: 64 Director since 2019 Managing Partner of Crosspoint Capital Partners, L.P. |

  34. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

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

  35. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Investment/ Finance | | Strategic Planning/M&A | | | Human Capital Management | | Global Perspective | | Technology/ Innovation |

  36. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Morgan Stanley • Seagate Technology plc Committees • Audit • Corporate Development and Finance |

  37. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | 2021 PROXY | 7 | AT&T INC. |

  38. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — MICHAEL B. McCALLISTER Age: 68 Director since 2013 Retired Chairman of the Board and Chief Executive Officer of Humana Inc. |

  39. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | 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. |

  40. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Government/ Regulatory | | Strategic Planning/M&A | | | Consumer Focus | | Human Capital Management | | |

  41. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Fifth Third Bancorp • Zoetis Inc. Committees • Audit • Human Resources |

  42. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — BETH E. MOONEY Age: 66 Director since 2013 Retired Chairman and Chief Executive Officer of KeyCorp |

  43. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Ms. Mooney served as Chairman and Chief Executive Officer and as a Director of KeyCorp (a bank holding company in Cleveland, Ohio) from 2011 until her retirement in May 2020. She previously served as KeyCorp’s President and Chief Operating Officer from 2010 to 2011. Ms. Mooney joined KeyCorp in 2006 as a Vice Chair and head of Key Community Bank. Prior to joining KeyCorp, beginning in 2000 she served as Senior Executive Vice President at AmSouth Bancorporation (now Regions Financial Corporation), where she also became Chief Financial Officer in 2004. Ms. Mooney served as a Director of the Federal Reserve Bank of Cleveland in 2016 and served three one-year terms representing the Fourth Federal Reserve District on the Federal Advisory Council from 2017 to 2019. She received her B.A. in history from the University of Texas at Austin and earned her M.B.A. from Southern Methodist University. Skills and Qualifications Ms. Mooney brings executive leadership skills through the management of a large, publicly traded and highly-regulated company, knowledge of business strategy, and more than 30 years of experience in the customer-focused financial services industry. |

  44. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Investment/ Finance | | Strategic Planning/M&A | | | Consumer Focus | | Government/ Regulatory | | Human Capital Management |

  45. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Accenture plc • Ford Motor Company Past Public Company Directorships • KeyCorp (2011-2020) Committees • Corporate Development and Finance • Executive • Human Resources (Chair) |

  46. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | AT&T INC. | 8 | 2021 PROXY |

  47. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  48. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — MATTHEW K. ROSE Age: 61 Director since 2010 Retired Chairman and Chief Executive Officer of Burlington Northern Santa Fe, LLC |

  49. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | 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. |

  50. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Human Capital Management | | Strategic Planning/M&A | | | Government/ Regulatory | | Global Perspective | | |

  51. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Fluor Corporation Past Public Company Directorships • BNSF Railway Company (2002-2019) • Burlington Northern Santa Fe, LLC (2000-2019) Committees • Corporate Governance and Nominating (Chair) • Executive • Human Resources |

  52. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — JOHN T. STANKEY Age: 58 Director since June 2020 Chief Executive Officer and President, AT&T Inc. |

  53. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Mr. Stankey is Chief Executive Officer and President of AT&T Inc. and has served in this capacity since July 1, 2020. Prior to that, he served as President and Chief Operating Officer from October 2019 through June 2020. From June 2018 through April 2020, Mr. Stankey also served as CEO of Warner Media, LLC. During his tenure with the Company, Mr. Stankey has held a variety of other leadership positions, including serving as CEO-AT&T Entertainment Group (2015 to 2017); Chief Strategy Officer (2012 to 2015); President and CEO of AT&T Business Solutions (2010 to 2011); President and CEO of AT&T Operations, Inc. (2008 to 2010); Group President-Telecom Operations (2007 to 2008); Chief Technology Officer (2004 to 2006); and Chief Information Officer (2003 to 2004). Mr. Stankey began his career with the Company in 1985. He holds a bachelor’s degree in finance from Loyola Marymount University and an M.B.A. from the University of California, Los Angeles. Skills and Qualifications Mr. Stankey has 35 years of experience spanning nearly every area of AT&T’s business, which has provided him with intimate knowledge of our Company, values and culture. He has served in a variety of roles including CEO of WarnerMedia; CEO of AT&T Entertainment Group; Chief Strategy Officer; Chief Technology Officer; CEO of AT&T Operations; and CEO of AT&T Business Solutions. |

  54. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Consumer Focus | | Strategic Planning/M&A | | | Global Perspective | | Investment/ Finance | | Telecom | | | Government/ Regulatory | | Media & Entertainment | | Human Capital Management | | | Technology/ Innovation | | | | |

  55. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Past Public Company Directorships • United Parcel Service, Inc. (2014-2020) |

  56. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | 2021 PROXY | 9 | AT&T INC. |

  57. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — CYNTHIA B. TAYLOR Age: 59 Director since 2013 President and Chief Executive Officer of Oil States International, Inc. |

  58. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

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

  59. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Investment/ Finance | | Strategic Planning/M&A | | | Global Perspective | | Human Capital Management | | |

  60. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Oil States International, Inc. Past Public Company Directorships • Tidewater Inc. (2008-2017) Committees • Audit • Corporate Governance and Nominating |

  61. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | — GEOFFREY Y. YANG Age: 62 Director since 2016 Founding Partner and Managing Director of Redpoint Ventures |

  62. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

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

  63. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Senior Leadership | | Investment/ Finance | | Strategic Planning/M&A | | | Global Perspective | | Media & Entertainment | | Technology/ Innovation |

  64. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | Other Public Company Directorships • Franklin Resources, Inc. Committees • Corporate Development and Finance • Human Resources |

  65. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | AT&T INC. | 10 | 2021 PROXY |

  66. SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  67. Director Compensation

    Director Compensation The compensation of Directors is determined by the Board with the advice of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is composed entirely of independent Directors. None of our employees serve on this Committee. The Committee’s current members are Matthew K. Rose (Chair), Richard W. Fisher, William E. Kennard, Debra L. Lee and Cynthia B. Taylor. Under its charter, the Committee annually reviews the compensation and benefits provided to Directors for their service and makes recommendations to the Board for changes. This includes not only Director retainers, but also Director compensation and benefit plans. The Committee’s charter authorizes the Committee to employ independent compensation and other consultants to assist in fulfilling its duties. From time to time, the Committee engages a compensation consultant to advise the Committee and to provide information regarding director compensation paid by other public companies, which may be used by the Committee to make compensation recommendations to the Board. In addition, the Chief Executive Officer may make recommendations to the Committee or the Board about types and amounts of appropriate compensation and benefits for Directors. Directors who are employed by us or one of our subsidiaries receive no separate compensation for serving as directors or as members of Board committees. The Company offers Directors both cash and equity compensation as set out in the table below. Directors have the ability to defer their annual retainers and earn interest or may defer their cash compensation through deferred stock units (See Director Plans).

  68. Director Compensation

    | 2020 Compensation | Amount ($) | | Annual Retainer | 140,000 | | Lead Director Retainer | 60,000 | | Committee Chair Retainer | | | Audit Committee | 30,000 | | Human Resources Committee | 25,000 | | Corporate Development and Finance Committee | 20,000 | | Corporate Governance and Nominating Committee | 20,000 | | Public Policy and Corporate Reputation Committee | 15,000 | | Annual Award of Deferred Stock Units | 220,000 | | Communications Equipment and Services | up to 25,000 |

  69. Director Compensation

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

  70. 2020 DIRECTOR COMPENSATION TABLE

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

  71. 2020 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Nonqualified Deferred Compensation Earnings ($)(c) | All Other Compensation ($)(d) | Total ($) | | SAMUEL A. DI PIAZZA, JR. | $170,000 | $220,000 | $0 | $15,000 | $405,000 | | RICHARD W. FISHER | $140,000 | $220,000 | $1,255 | $0 | $361,255 | | SCOTT T. FORD | $160,000 | $220,000 | $0 | $0 | $380,000 | | GLENN H. HUTCHINS | $151,250 | $220,000 | $0 | $34,724 | $405,974 | | WILLIAM E. KENNARD | $140,000 | $220,000 | $0 | $15,000 | $375,000 | | DEBRA L. LEE | $140,000 | $220,000 | $0 | $15,000 | $375,000 | | STEPHEN J. LUCZO | $140,000 | $220,000 | $0 | $0 | $360,000 | | MICHAEL B. MCCALLISTER | $140,000 | $220,000 | $0 | $15,000 | $375,000 | | BETH E. MOONEY | $165,000 | $220,000 | $0 | $15,000 | $400,000 | | MATTHEW K. ROSE | $220,000 | $220,000 | $0 | $11,732 | $451,732 | | CYNTHIA B. TAYLOR | $140,000 | $220,000 | $0 | $5,000 | $365,000 | | LAURA D’ANDREA TYSON* | $51,667 | 0 | $6,152 | $265,000 | $322,819 | | GEOFFREY Y. YANG | $140,000 | $220,000 | $0 | $0 | $360,000 |

  72. 2020 DIRECTOR COMPENSATION TABLE

    | * Dr. Tyson retired from the Board in April 2020. |

  73. 2020 DIRECTOR COMPENSATION TABLE

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

  74. 2020 DIRECTOR COMPENSATION TABLE

    | Director | Deferred Stock Units Purchased in 2020 | | SAMUEL A. DI PIAZZA, JR. | 5,534 | | SCOTT T. FORD | 5,209 | | GLENN H. HUTCHINS | 4,950 | | STEPHEN J. LUCZO | 4,558 | | MATTHEW K. ROSE | 7,224 | | CYNTHIA B. TAYLOR | 4,558 |

  75. 2020 DIRECTOR COMPENSATION TABLE

    | Director | Shares of Common Stock Purchased in 2020 | | RICHARD W. FISHER | 2,277 | | MICHAEL B. MCCALLISTER | 2,277 | | GEOFFREY Y. YANG | 4,556 |

  76. 2020 DIRECTOR COMPENSATION TABLE

    NOTE (b). Stock Awards Amounts in this column represent the annual grant of deferred stock units that are immediately vested but are not distributed until after the retirement of the Director. The deferred stock units will be paid out in cash in the calendar year after the Director ceases his or her service with the Board, at the times elected by the Director. The aggregate number of stock awards outstanding at December 31, 2020, for each Director can be found in the “Common Stock Ownership” section beginning on page 26. NOTE (c). Nonqualified Deferred Compensation Earnings Amounts shown represent the excess earnings, if any, based on the actual rates used to determine earnings on deferred compensation over the market interest rates determined pursuant to SEC rules. NOTE (d). All Other Compensation Amounts in this column include personal benefits for Directors that in the aggregate equal or exceed $10,000, which for 2020 consisted of communications equipment and services provided under the AT&T Board of Directors Communications Concession Program (described on page 23) and miscellaneous items, as follows: Mr. Hutchins ($18,799 and $925, respectively) and Mr. Rose ($10,807 and $925, respectively).

  77. 2020 DIRECTOR COMPENSATION TABLE

    | AT&T INC. | 24 | 2021 PROXY |

  78. 2020 DIRECTOR COMPENSATION TABLE

    | COMMON STOCK OWNERSHIP | |

  79. 2020 DIRECTOR COMPENSATION TABLE

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

  80. 2020 DIRECTOR COMPENSATION TABLE

    | Name | Matching Gifts | | SAMUEL A. DI PIAZZA, JR. | $15,000 | | GLENN H. HUTCHINS | $15,000 | | WILLIAM E. KENNARD | $15,000 | | DEBRA L. LEE | $15,000 | | MICHAEL B. MCCALLISTER | $15,000 | | BETH E. MOONEY | $15,000 | | CYNTHIA B. TAYLOR | $5,000 | | LAURA D’ANDREA TYSON | $15,000 |

  81. 2020 DIRECTOR COMPENSATION TABLE

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

  82. RSU

    RSU Restricted Stock Unit

  83. STIP

    STIP Short Term Incentive Plan

  84. TSR

    | Topic | Overview | Details | | THE FOUNDATION OF OUR PROGRAM | Our Committee believes that our programs should: • be aligned with stockholder interests, • be competitive and market-based, • pay for performance, • balance both short- and long-term focus, and • be aligned with generally accepted approaches. To that end, we incorporate many best practices in our compensation program and avoid ones that are not aligned with our guiding pay principles. | 38 | | STOCKHOLDER ENGAGEMENT | Each year, we engage with stockholders to understand their views on executive compensation. In light of their feedback, results of the stockholder advisory vote on our executive compensation program, and market trends, the Committee adjusts our compensation program periodically as it determines to be appropriate. | 39 | | OUR COMPENSATION PROGRAM ELEMENTS & PERCENT OF PAY TIED TO PERFORMANCE AND COMMON STOCK PRICE | Our program includes a number of different elements, from fixed compensation (base salaries) to performance-based variable compensation (short- and long-term incentives), to key benefits, which minimize distractions and allow our executives to focus on our success. Each element is designed for a specific purpose, with an overarching goal of encouraging a high level of sustainable individual and Company performance well into the future. For active NEOs, the combination of short- and long-term incentives ranges from 85% to 92% of target pay. Payouts are formula-driven for: • Short-term incentives; and • Performance Shares (which represent 75% of the long-term incentive for most NEOs). All long-term grants are tied to our common stock price performance. Our Committee retains the authority to increase or decrease final award payouts, after adjustment for financial performance, to ensure pay is aligned with performance. The Committee exercised such discretion this year when determining short-term payouts for the 2020 performance period, given the impact of COVID-19 on the Company’s business and the world. | 40, 42 |

  85. TSR

    | Topic | Overview | Details | | HOW WE MAKE COMPENSATION DECISIONS | The starting point for determining Executive Officer compensation is an evaluation of market data. The independent consultant compiles compensation information for our Peer Group companies and then presents this information to our Committee for it to consider when making compensation decisions. Our Peer Group companies were chosen based on their similarity to AT&T on a number of factors, including alignment with our business, scale, and/or complexity. | 41 | | TALENT MANAGEMENT CEO WarnerMedia CEO | The Company announced in April 2020 that the Board had selected John Stankey to succeed Randall Stephenson as AT&T CEO. An outside independent executive search firm aided the Board in the selection process. The evaluation criteria included the candidate’s capabilities to (i) build business strategy and execute the Board’s business plan, (ii) develop a diverse top-performing leadership team and workforce, and (iii) efficiently use AT&T’s capital and assets. Mr. Stankey demonstrated his abilities while serving in various AT&T leadership roles; this successful experience was critical to the Board’s selection of him to serve as CEO. In conjunction with his July 1 promotion, and in light of his new responsibilities, the Committee adjusted Mr. Stankey’s compensation to better align his pay to his CEO peer group. With Mr. Stankey’s promotion, the Board conducted an extensive candidate search to fill the WarnerMedia CEO position, and Jason Kilar was selected to serve in that role as of May 1, 2020. The Board sought a leader to shepherd WarnerMedia through an evolving media and entertainment landscape and integrate WarnerMedia’s legacy operating units. As CEO of Hulu, Mr. Kilar was instrumental in the development of that company’s streaming entertainment service, and he brings a unique expertise to AT&T’s valuable media and entertainment operations. To attract Mr. Kilar and to provide an incentive for him to create stockholder value and to remain with the Company, the Committee offered a competitive annual total target compensation package with a heavier mix of stock-based awards to align with stockholders and the Company’s long-term pay philosophy. The Committee, with the advice of its compensation consultant, implemented a pay structure comprised of $2,500,000 base salary and $2,500,000 annual short-term incentive target. Consistent with pay practices for key senior leadership talent in the media and technology industry, the Committee approved for Mr. Kilar Restricted Stock Units valued at $48,000,000 (see description in SCT) that vest and distribute over a four-year period, reflecting the Committee’s intent to approximate long-term grants of $12,000,000 per year over four years. The Committee does not expect to grant Mr. Kilar additional long-term awards that would vest during such four-year period. | 41,42,48 51, 55 |

  86. TSR

    | 3 | Free cash flow dividend payout ratio is total dividends paid divided by free cash flow. For 2020, dividends paid totaled $15.0 billion. |

  87. ROLE OF THE HUMAN RESOURCES COMMITTEE

    | Compensation-Related Tasks | Organizational Tasks | | • Determining the compensation for our Executive Officers, including salary and short- and long-term incentive opportunities; • Reviewing, approving, and administering our executive compensation plans, including our stock plans; • Establishing performance objectives under our short- and long-term incentive compensation plans; • Determining the attainment of performance objectives and the resulting awards to be made to our Executive Officers; • Evaluating Executive Officer compensation practices to ensure that they remain equitable and competitive; and • Approving employee benefit plans. | • Evaluating the performance of the CEO; • Reviewing the performance and capabilities of other Executive Officers, based on input from the CEO; and • Reviewing succession planning for Executive Officer positions including the CEO’s position. |

  88. PAY GOVERNANCE

    | OUR PRACTICES | WHAT WE DON’T DO | | ✓ Pay for Performance: Tie compensation to performance by setting clear and challenging performance metrics/goals, including stock price performance for long-term compensation. ✓ Multiple Performance Metrics and Time Horizons: Use multiple performance metrics and multi-year vesting timeframes to balance short- and long-term focus. ✓ Stock Ownership and Holding Period Requirements: NEOs must comply with common stock ownership guidelines and hold the equivalent of 25% of post-2015 stock award distributions until termination of employment. ✓ Regular Engagement with Stockholders: We regularly engage with stockholders to seek input regarding executive compensation matters. ✓ Dividend Equivalents: Paid at the end of the performance period on earned Performance Shares. ✓ Compensation-Related Risk Review: Performed annually to confirm that our programs do not encourage excessive risk taking and are not reasonably likely to have a material adverse effect on the Company. ✓ Clawback Policy: Provides for the recovery of previously paid executive compensation for any fraudulent or illegal conduct. ✓ Severance Policy: Limits payments to 2.99 times salary and target bonus. | û No “Single Trigger” Change in Control Provisions: No accelerated vesting of equity awards upon a change in control. û No Tax Gross-Ups, except in extenuating circumstances. û No Repricing or Buy-Out of underwater stock options. û No Hedging or Short Sales of AT&T stock or stock-based awards. û No Supplemental Executive Retirement Benefits for officers promoted/hired after 2008. û No Guaranteed Bonuses. û No Excessive Dilution: As of April 30, 2020, our total dilution was less than 1% of outstanding stock. |

  89. ELEMENTS OF 2020 COMPENSATION

    | FOCUS ON CURRENT YEAR PERFORMANCE SALARY AND SHORT- TERM INCENTIVES | + | FOCUS ON MULTI-YEAR PERFORMANCE LONG-TERM INCENTIVES: PERFORMANCE SHARES and/or RESTRICTED STOCK UNITS | + | FOCUS ON ATTRACTION & RETENTION RETIREMENT, DEFERRAL/ SAVINGS PLANS, BENEFITS, AND PERSONAL BENEFITS |

  90. ELEMENTS OF 2020 COMPENSATION

    | | 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 | |

  91. DETERMINING 2020 TARGET COMPENSATION

    DETERMINING 2020 TARGET COMPENSATION The Committee uses market data as the starting point for determining Executive Officer compensation. The independent consultant compiles data from peer companies using both proxy data and third-party compensation surveys. How the peer groups were chosen The Committee evaluated compensation against the Corporate Peer Group, or a particular subset thereof, based on the responsibilities of each executive’s role. The Corporate Peer Group was based on a recommendation from the independent consultant to ensure the peer group achieves the following:

  92. DETERMINING 2020 TARGET COMPENSATION

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

  93. DETERMINING 2020 TARGET COMPENSATION

    | | PEER COMPANIES | | | | | | | | | CEO, CFO, & GENERAL COUNSEL | | COO | | CEO, AT&T COMMUNICATIONS | | CEO, WARNERMEDIA | | | Alphabet Amazon Apple Charter Cisco Comcast IBM | Intel Microsoft Oracle Sprint T-Mobile Verizon Walt Disney | Apple Charter Cisco Comcast IBM | Intel Oracle Sprint T-Mobile Verizon | Apple Charter Cisco Comcast | Intel Sprint T-Mobile Verizon | Amazon Comcast | | | Boeing Chevron Exxon GE Wal-Mart | | Chevron Wal-Mart | | Chevron Exxon GE Wal-Mart | | — | | | CBS Corp Fox Corp Viacom | | CBS Corp Fox Corp | | — | | AMC Networks CBS Corp Discovery Comm Fox Corp Lions Gate Ent. Netflix | | | The Corporate Peer Group companies are used to determine our relative performance for the 2020 Performance Share grant for NEOs. | | | | | | |

  94. DETERMINING 2020 TARGET COMPENSATION

    The Committee’s Process for Establishing 2020 Target Compensation The Committee’s consultant reviewed market data from the applicable peer groups with members of management and the CEO (for Executive Officers other than himself) to confirm job matches and scoping of market data based on the relative value of each position and differences in responsibilities between jobs at AT&T and those in the applicable peer group. After completing this review, the consultant presented the market data to the Committee. The Committee used the market data and the CEO’s compensation recommendations for the other Executive Officers and then applied its judgment and experience to set Executive Officer target compensation. While the Committee does consider peer group compensation information when setting executive compensation, it does not believe it appropriate to establish compensation amounts based solely on this data. The Committee believes that compensation decisions are multi-dimensional and require consideration of additional factors, including market competition for the position and the executive’s:

  95. DETERMINING 2020 TARGET COMPENSATION

    | - | long-term potential; and |

  96. HOW NEOs WERE PAID FOR PERFORMANCE IN 2020

    | Form of Award | Performance/Restriction Period and Metrics | Description | | Performance Shares Granted in 2018 75% of 2018 Long-Term Award | 3-year performance period (2018-2020) Performance metrics: – 100% ROIC – Relative TSR payout modifier* Payout value based on combination of performance attainment and common stock price performance. | – Each Performance Share is equal in value to a share of common stock, which causes the value of the award to fluctuate directly with changes in our stock price over the performance period. – Performance Shares are paid 66% in cash and 34% in common stock. The amount of cash to be paid is based on our stock price on the date the award payout is approved. – Awards are based on a 3-year performance period and maximize both short- and long-term performance. The impact of a single year’s performance is felt in each of the three Performance Share grants outstanding at any given time, so that strong performance must be sustained every year in order to provide favorable payouts. – Dividend equivalents are paid at the end of the performance period, based on the number of Performance Shares earned. | | RSUs Granted in 2017 25% of 2017 Long-Term Award | 4-year restriction period Payout value based on common stock price performance. | RSUs pay in common stock at the end of the restriction period, regardless of whether they vest earlier. RSUs vest 100% after four years or upon retirement eligibility, whichever occurs earlier. Dividend equivalents are paid quarterly in cash on the number of shares outstanding. |

  97. HOW NEOs WERE PAID FOR PERFORMANCE IN 2020

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

  98. HOW NEOs WERE PAID FOR PERFORMANCE IN 2020

    Relative TSR Payout Modifier - Payout Table and Actual Performance The following chart shows the payout table and actual performance for the relative TSR modifier applicable to the 2018 Performance Share grant:

  99. HOW NEOs WERE PAID FOR PERFORMANCE IN 2020

    | Relative TSR Payout Modifier (2018 - 2020 Performance Period) | | | | | | | AT&T Return vs. Peer Group | Payout Modifier | | | | Top Quartile | Add 10 percentage points to final ROIC payout percentage | | Our 3-year TSR of -11% ranks us at the 22nd percentile of the peer group | | Quartile 2 | No adjustment to ROIC payout percentage | | | | Quartile 3 | | | | | Bottom Quartile | Subtract 10 percentage points from final ROIC payout percentage |

  100. HOW NEOs WERE PAID FOR PERFORMANCE IN 2020

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

  101. HOW NEOs WERE PAID FOR PERFORMANCE IN 2020

    | TSR Peer Group for 2018 Performance Share Grant | | | | | | Alphabet | Charter | Exxon | Microsoft | Verizon | | Amazon | Chevron | GE | Oracle | Walt Disney | | Apple | Cisco | IBM | T-Mobile US | Wal-Mart | | Boeing | Comcast | Intel | | |

  102. 95% payout

    95% payout

  103. 95% payout

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

  104. 95% payout

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

  105. 95% payout

    | (2) Closing common stock prices: $41.77 on the 1/26/2017 grant date and $29.75 on 1/26/2021, the last date of the restriction period. |

  106. REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

    | John Stankey Chief Executive Officer | | | | | John Stankey was appointed Chief Executive Officer in 2020, after serving as President and COO of AT&T Inc. During his 35-year career with the Company, he has held various leadership positions, including CEO-WarnerMedia; CEO-AT&T Entertainment Group; Chief Strategy Officer; President and CEO of AT&T Business Solutions; and President and CEO of AT&T Operations. | | | New Role | | | | Upon Mr. Stankey’s appointment to CEO, the Committee adjusted his total compensation by decreasing his base salary and short-term target incentive (details below) and increasing his long-term incentive award with a $4,000,000 supplemental grant comprised of 75% Performance Shares and 25% Restricted Stock Units. This change was intended to further align his long-term interests with those of stockholders. In response to the year’s economic stress, Mr. Stankey requested, and the Committee approved, a reduction of his compensation for 2020 (details below). | | | | 2020 Realized Compensation | | | | Element of Compensation | Compensation Amount | Rationale | | 2020 Base Salary | $2,050,000 | Mr. Stankey’s annual salary was adjusted from $2,900,000 to $2,400,000 upon his promotion to CEO in July 2020. This adjustment was made to focus his pay more toward long-term incentive compensation. In response to the unprecedented uncertainty and global economic stress impacting society, including AT&T stockholders and employees, Mr. Stankey requested, and the Committee approved, a 50% reduction of his CEO salary from July 1 to December, 31, 2020. Therefore, Mr. Stankey’s salary for this period is $600,000. The forgone salary will not be made up or reimbursed. | | 2020 STIP | Target Award = $6,500,000 Final Award Paid = $3,250,000 50% of target award value realized | Mr. Stankey’s target STIP was adjusted from an annual target of $7,400,000 to $5,600,000 upon his promotion to CEO in July 2020. This adjustment was made to focus his pay more toward long-term incentive compensation. Mr. Stankey requested, and the Committee approved, that his STIP be capped at 50% of his annual target. His STIP payout was therefore 50%. The forgone target bonus amount will not be made up or reimbursed. | | Performance Share Payout 75% of 2018 Long-Term Award (2018-2020 Performance Period) | Target Award = $5,531,250 Final Award Paid = $3,880,058 70% of grant value realized | Mr. Stankey’s performance share payout was based on: • A formulaic payout of 105% of the 141,815 shares granted, based on the Company’s performance achievement for ROIC and 10% subtracted for the relative TSR modifier, plus • The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned, including the 2018 supplemental grant. Performance Shares were paid in 66% cash and 34% common stock. | | RSU Payout 25% of 2017 Long-Term Award (2017 Grant) | Target Award = $1,750,000 41,896 shares paid; valued at $1,246,406 71% of grant value realized | The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%. RSUs were paid in common stock. | | Total Realized Compensation | $10,426,464 | |

  107. REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

    | Randall Stephenson Executive Chairman | | | | | Randall Stephenson was appointed to the position of Executive Chairman effective July 2020. Prior to that appointment, he served as Chairman of the Board and Chief Executive Officer. Throughout his 38 years at AT&T, he held a variety of high-level finance, operational, and marketing positions, including serving as Chief Operating Officer from 2004 to 2007, and as Chief Financial Officer from 2001 to 2004. He began his career with the Company in 1982. Mr. Stephenson retired on January 21, 2021. | | | New Role | | | | Upon his appointment to Executive Chairman, the Committee made no adjustments to Mr. Stephenson’s compensation. In response to the impact of COVID-19, Mr. Stephenson requested, and the Committee approved, a reduction of his 2020 compensation (details below). | | | | 2020 Realized Compensation | | | | Element of Compensation | Compensation Amount | Rationale | | 2020 Base Salary | $900,000 | Mr. Stephenson’s salary for 2020 was $1,800,000 (unchanged from 2019). In response to the economic uncertainty caused by the significant impact of COVID-19, Mr. Stephenson requested, and the Committee approved, the relinquishment of this salary for the period of July 1 through December 31, 2020. Therefore, he did not receive a salary for this period. The forgone salary will not be made up or reimbursed. | | 2020 STIP | Target Award = $6,000,000 Final Award Paid = $2,250,000 37.5% of target award value realized | Mr. Stephenson’s target STIP was not adjusted in 2020. Mr. Stephenson requested, and the Committee approved, that his STIP payout be limited to 50% of the amount otherwise established by the Committee. His STIP payout was therefore 37.5% of target, or one-half of the 75% established by the Committee for executive officers. The forgone STIP will not be made up or reimbursed. | | Performance Share Payout 75% of 2018 Long-Term Award (2018-2020 Performance Period) | Target Award = $13,725,000 Final Award Paid = $9,589,270 70% of grant value realized | Mr. Stephenson’s performance share payout was based on: • A formulaic payout of 105% of the 350,485 shares granted, based on the Company’s performance achievement for ROIC and 10% subtracted for the relative TSR modifier, plus • The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned. Performance Shares were paid in 66% cash and 34% common stock. | | RSU Payout 25% of 2017 Long-Term Award (2017 Grant) | Target Award = $4,175,000 99,952 shares paid; valued at $2,973,572 71% of grant value realized | The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%. RSUs were paid in common stock. | | Total Realized Compensation | $15,712,842 | |

  108. REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

    | John Stephens Senior Executive Vice President and Chief Financial Officer | | | | | John Stephens has 28 years of service with the Company. Mr. Stephens was appointed Chief Financial Officer in 2011. He has responsibility for financial planning, corporate development, accounting, tax, auditing, treasury, investor relations, and corporate real estate. Prior to his current position, Mr. Stephens held a series of successive positions in the finance department. Before joining the Company, Mr. Stephens held a variety of roles in public accounting. | | | 2020 Realized Compensation | | | | Element of Compensation | Compensation Amount | Rationale | | 2020 Base Salary | $1,145,833 | Mr. Stephens received a 2% salary increase from $1,125,000 to $1,150,000 in March 2020. | | 2020 STIP | Target Award = $2,700,000 Final Award Paid = $2,275,000 84% of target award value realized | Mr. Stephens’ target STIP was increased 3% to $2,700,000 in 2020. Mr. Stephens’ STIP payout was 75% of his target award. The Committee awarded an additional $250,000 for his individual accomplishments including (i) strategically monetizing non-core assets and investing capital effectively and (ii) refinancing debt to reshape AT&T’s balance sheet with a lower cost of capital and longer, smoother maturity profile. | | Performance Share Payout 75% of 2018 Long-Term Award (2018-2020 Performance Period) | Target Award = $6,750,000 Final Award Paid = $4,933,610 73% of grant value realized | Mr. Stephens’ performance share payout was based on: • A formulaic payout of 105% of the 180,322 shares granted, based on the Company’s performance achievement for ROIC and 10% subtracted for the relative TSR modifier, plus • The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned, including the 2018 supplemental grant. Performance Shares were paid in 66% cash and 34% common stock. | | RSU Payout 25% of 2017 Long-Term Award (2017 Grant) | Target Award = $1,750,000 41,896 shares paid; valued at $1,246,406 71% of grant value realized | The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%. RSUs were paid in common stock. | | Total Realized Compensation | $9,600,849 | |

  109. REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

    | Annual Target Compensation | | | | | Base Salary | Short-Term Target | Restricted Stock Units* | Total Annual Compensation (approximate) | | $2,500,000 | $2,500,000 | $12,000,000 | $17,000,000 | | *Approximateannual value for the period 2021 – 2024 | | | |

  110. REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

    | 2020 Realized Compensation | | | | Element of Compensation | Compensation Amount | Rationale | | 2020 Base Salary | $1,666,667 | Mr. Kilar’s salary is $2,500,000 for 2020. | | 2020 STIP | Target Award = $1,673,497 Final Award Paid = $1,255,123 75% of target award value realized | Mr. Kilar’s STIP target is $2,500,000 in 2020. Mr. Kilar’s STIP payout was 75% of his target award, prorated for the period worked from May 1, 2020 – December 31, 2020. | | RSU Grant | Mr. Kilar did not receive a long-term distribution in 2020 because he was hired in May. Details of his 2020 long-term incentive grant upon hire are described in the 2020 Long-Term Grants section. | | | Total Realized Compensation | $2,921,790 | |

  111. REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

    | David McAtee Senior Executive Vice President and General Counsel | | | | | David McAtee has served as AT&T’s General Counsel since 2015. He has responsibility for all legal matters affecting AT&T, including the Company’s litigation, regulatory matters, and administrative matters before various judicial and regulatory bodies, as well as all merger agreements, dispositions of non-strategic assets, commercial agreements, and labor contracts. Mr. McAtee joined the Company in 2012 after 18 years in government and private practice. | | | Retention | | | | As General Counsel, Mr. McAtee provides great value to the Company. He has deep legal expertise, particularly with antitrust actions, having successfully defended the challenge by the U.S. Department of Justice to AT&T’s acquisition of Time Warner. To retain Mr. McAtee’s services and in recognition of the value he brings to the Company, the Committee awarded a career retention grant to Mr. McAtee of Restricted Stock Units valued at $9,000,000 under the 2018 Incentive Plan, vesting ten years after the grant date (details in the 2020 Long-Term Grants section). This grant did not contribute to Mr. McAtee’s realized pay in 2020. | | | | 2020 Realized Compensation | | | | Element of Compensation | Compensation Amount | Rationale | | 2020 Base Salary | $1,295,833 | Mr. McAtee received a 2% base salary increase from $1,275,000 to $1,300,000 in March 2020. | | 2020 STIP | Target Award = $2,350,000 Final Award Paid = $1,762,500 75% of target award value realized | Mr. McAtee’s target STIP was increased 2% to $2,350,000 in 2020. Mr. McAtee’s STIP payout was 75% of his target award. | | Performance Share Payout 75% of 2018 Long-Term Award (2018-2020 Performance Period) | Target Award = $3,750,000 Final Award Paid = $2,719,475 73% of grant value realized | Mr. McAtee’s Performance Share payout was based on: • A formulaic payout of 105% of the 99,396 shares granted, based on the Company’s performance achievement for ROIC and 10% subtracted for the relative TSR modifier, plus • The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned, including the 2018 supplemental grant. Performance Shares were paid in 66% cash and 34% common stock. | | RSU Payout 25% of 2017 Long-Term Award (2017 Grant) | Target Award = $925,000 22,145 shares paid; valued at $658,814 71% of grant value realized | The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%. RSUs were paid in common stock. | | Total Realized Compensation | $6,436,622 | |

  112. REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

    | Jeff McElfresh CEO, AT&T Communications, LLC | | | | | Jeff McElfresh joined the Company in 1995, and was appointed CEO of AT&T Communications, LLC, in October 2019. He is responsible for AT&T Communications’ consumer, business, and technology and operations groups, which provide mobile, broadband, and video services to U.S. consumers and nearly 3 million businesses. He previously served as President-Technology and Operations for AT&T Communications, LLC, and as CEO of Vrio Corp, the Company’s pay-TV business in Latin America. | | | 2020 Realized Compensation | | | | Element of Compensation | Compensation Amount | Rationale | | 2020 Base Salary | $850,000 | Mr. McElfresh’s salary did not increase in 2020. | | 2020 STIP | Target Award = $1,850,000 Final Award Paid = $1,587,500 86% of target award value realized | Mr. McElfresh’s target STIP did not increase in 2020. Mr. McElfresh’s STIP payout was 75% of his target award. The Committee awarded an additional $200,000 for his individual accomplishments including (i) the Company’s best postpaid market performance in ten years, (ii) the successful nationwide rollout of 5G, and maintaining the Company’s position as the industry’s fastest network, and (iii) restructuring distribution to improve effectiveness and rationalized costs. | | Performance Share Payout 75% of 2018 Long-Term Award (2018-2020 Performance Period) | Target Award = $729,750 Final Award Paid = $605,223 83% of grant value realized | Mr. McElfresh’s performance share payout was based on: • A formulaic payout of 105% of the 20,014 shares granted, based on the Company’s performance achievement for ROIC (and no adjustment for the TSR modifier since he was not an executive officer when this award was granted), plus • The Company’s common stock price change over the 3-year performance period, which reduced the value of the shares earned, including the 2018 supplemental grant. Performance Shares were paid in 66% cash and 34% common stock. | | RSU Payout 25% of 2017 Long-Term Award (2017 Grant) | Target Award = $153,750 3,681 shares paid; valued at $109,510 71% of grant value realized | The Company’s common stock price change over the 4-year restriction period reduced the value of the units granted by 29%. RSUs were paid in common stock. | | Total Realized Compensation | $3,152,233 | |

  113. 2020 LONG-TERM GRANTS

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

  114. 2020 LONG-TERM GRANTS

    | Type of Award | Weight | Performance Metrics | Vesting Period | | Performance Shares | 75% 0% for Mr. Kilar | Performance Metric -100% ROIC Relative TSR Payout Modifier | 3-year performance period | | RSUs | 25% 100% for Mr. Kilar | Payout value based on common stock price performance only | 4-year restriction period |

  115. 2020 LONG-TERM GRANTS

    The associated grant values for these awards were:

  116. 2020 TARGET LONG-TERM VALUES

    2020 TARGET LONG-TERM VALUES

  117. 2020 TARGET LONG-TERM VALUES

    | Name | Performance Shares ($) | RSUs ($) | | John Stankey | 10,125,000 | 3,375,000 | | Randall Stephenson | 15,750,000 | 5,250,000 | | John Stephens | 8,062,500 | 2,687,500 | | Jason Kilar | NA | 48,000,000 | | David McAtee | 4,012,500 | 10,337,500 | | Jeff McElfresh | 4,350,000 | 1,450,000 |

  118. 2020 TARGET LONG-TERM VALUES

    The above table summarizes annual awards of Performance Shares and RSUs approved in 2020, and the following additional awards: supplemental grants to Mr. Stankey—$3,000,000 in Performance Shares and $1,000,000 of RSUs; one-time grant to Mr. Kilar—$48,000,000 of RSUs; and a retention grant to Mr. McAtee—$9,000,000 of RSUs. See SCT for the description of Mr. Kilar’s award approved by the Committee. 2020 PERFORMANCE SHARE GRANTS The Performance Shares granted in 2020 are for the 2020-2022 performance period. The Committee determined that the Performance Shares would be tied to a ROIC performance metric with a payout modifier based on a comparison of AT&T’s TSR to our Corporate Peer Group. ROIC Performance Metric We calculate ROIC for the 2020-2022 performance period by averaging over the three-year performance period: (1) our annual reported net income plus after-tax interest expense minus minority interest, divided by (2) the total of the average debt and average stockholder equity for the relevant year. For mergers and acquisitions activity over $2.0 billion, we exclude the dilutive impacts of intangible amortization, asset write-offs, accelerated depreciation, and transaction and restructuring costs so that the impact of certain significant transactions, including those which may not have been contemplated in the determination of a performance metric, will not have an impact on the performance results. We also exclude the net impact of certain matters to the extent the collective net impact of such matters in one of the following specific categories exceeds $500 million in a calendar year: changes in federal tax laws, changes in accounting principles, expenses caused by natural disasters and non-cash accounting write-downs of goodwill, other intangible assets and fixed assets. Additionally, we disregard gains and losses related to the assets and liabilities of pension and other post-retirement benefit plans. ROIC Payout Table Description The ROIC target range for the 2020-2022 performance period was set 75 basis points above our cost of capital, a target that we believe to be challenging, but attainable. For performance above or below the performance target range, the number of Performance Shares are increased or reduced, respectively. Potential payouts range from 0% to 150% of the number of Performance Shares granted.

  119. 2020 TARGET LONG-TERM VALUES

    | AT&T INC. | 54 | 2021 PROXY |

  120. 2020 TARGET LONG-TERM VALUES

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  121. 2020 TARGET LONG-TERM VALUES

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

  122. 2020-2022 Performance Period

    | AT&T Return vs. TSR Peer Group | Payout Modifier | | Top Quartile | Add 10 Percentage Points to Final ROIC Payout Percentage | | Quartile 2 Quartile 3 | No Adjustment to ROIC Payout Percentage | | Quartile 4 | Subtract 10 Percentage Points from Final ROIC Payout Percentage |

  123. 2020-2022 Performance Period

    At the end of the performance period, the number of Performance Shares to be paid out, if any, will be determined by comparing the actual performance of the Company against the predetermined performance objective for ROIC, and modifying the award for relative TSR achievement, if applicable. In addition, the Committee may make additional, discretionary adjustments. Performance Shares, if earned, are paid 34% in common stock, 66% in cash. 2020 RESTRICTED STOCK UNIT GRANTS For NEOs other than Mr. Kilar, RSUs granted in 2020 vest 100% after four years or upon retirement eligibility, whichever occurs earlier, but do not pay out until the scheduled distribution date. These RSUs receive quarterly dividend equivalents, paid in cash, at the time regular dividends are paid on our common stock. RSUs pay 100% in stock to further tie executives’ interests to those of stockholders. 2020 Restricted Stock Unit Grant for Mr. Kilar The Committee approved an award of $48,000,000 (1,646,655 shares) in RSUs upon Mr. Kilar’s hiring as CEO of WarnerMedia. See SCT for description of the award. Twenty-five percent of the award will vest and distribute each year during a four-year period (approximately $12,000,000 per year). The first vesting and distribution date was February 15, 2021. The ultimate value of the payout on the shares will depend on the value of AT&T’s share price on the vesting dates. The RSUs receive quarterly dividend equivalents paid in cash at the same time regular dividends are paid on the Company’s common stock. The RSUs pay 100% in stock to further align Mr. Kilar’s interests with those of our stockholders. Mr. Kilar’s employment contract and severance benefits are described on pages 62, 72 and 73. The Committee approved Mr. Kilar’s equity grant as a way to attract and retain the unique skill set he brings to the Company and to incentivize stockholder value creation. The structure of Mr. Kilar’s compensation also aligns with that of his peers in the media and technology industry. His total compensation reflects his responsibility in running a preeminent media company and is also in line with industry peers. 2020 Retention Grant for Mr. McAtee Mr. McAtee received a career retention grant of 305,085 shares of Restricted Stock Units, with an approximate grant date value of $9,000,000, which vests in April 2030. Accumulated dividend equivalents are paid at the end of the grant’s ten-year restriction period. The award does not vest upon retirement eligibility. Mr. McAtee is eligible for a prorate of the award based on months worked during the restriction period, but not less than 50% of the award, if the Company terminates his employment prior to April 2030. The Committee awarded these RSUs to Mr. McAtee as an incentive to remain with the Company and to reflect the value, including his proven legal expertise in antitrust matters, they believe he brings to AT&T in a highly competitive marketplace.

  124. BENEFITS

    Benefits for our Executive Officers are outlined below. The Committee continuously evaluates these benefits based on needs of the business and prevailing market practices and trends. Deferral Opportunities Tax-qualified 401(k) Plans Our 401(k) plans are offered to substantially all our employees, including each of the NEOs, and provide the opportunity to defer income and receive Company matching contributions. Substantially all of our plans provide our employees the ability to invest in AT&T or other investments. We match 80% of manager contributions, limited to the first 6% of cash compensation (only base salary is matched for officers). Managers hired externally on or after January 1, 2015 (2016 for DirecTV), and WarnerMedia employees, do not earn pension benefits, and to account for the lack of a pension benefit, we provide a 401(k) match of 133-1/3% match on the first 3% of eligible 401(k) contributions and 100% match on the next 3% of eligible 401(k) contributions. Nonqualified Plans We provide mid-level and above managers, other than WarnerMedia employees, the opportunity for tax-advantaged savings through two nonqualified plans. WarnerMedia offers eligible employees a separate nonqualified deferral plan, though Mr. Kilar did not participate in 2020. Stock Purchase and Deferral Plan This is our principal nonqualified deferral program for AT&T employees, which we use to encourage our managers to invest in and hold AT&T common stock on a tax-deferred basis. Under this plan, mid-level managers and above may annually elect to defer, through payroll deductions, up to 30% of their salary and annual bonus (officers, including the NEOs, may defer up to 95% of their short-term award, which is similar to, and paid in lieu of, the annual bonus paid to other management employees) to purchase AT&T deferred share units at fair market value on a tax-deferred basis. Participants receive a 20% match on their deferrals in the form of additional AT&T deferred share units. Participants also receive makeup matching deferred AT&T share units to replace the match that is not available in the 401(k) because of their participation in our nonqualified deferral plans or because they exceeded the IRS compensation limits for 401(k) plans. Officers do not receive the makeup match on the contribution of their short-term awards. Cash Deferral Plan Through this plan, eligible AT&T managers may also defer cash compensation in the form of salaries and bonuses. The plan pays interest at the Moody’s Long-Term Corporate Bond Yield Average, reset annually, which is a common index used by companies for deferral plans. The SEC requires disclosure in the Summary Compensation Table of any earnings on deferred compensation that exceed an amount set by the SEC. These plans are described more fully in the Executive Compensation Tables section.

  125. INDEPENDENT COMPENSATION CONSULTANT

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

  126. INDEPENDENT COMPENSATION CONSULTANT

    | • | Attends all Committee meetings; |

  127. INDEPENDENT COMPENSATION CONSULTANT

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

  128. INDEPENDENT COMPENSATION CONSULTANT

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

  129. INDEPENDENT COMPENSATION CONSULTANT

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

  130. INDEPENDENT COMPENSATION CONSULTANT

    | • | Provides market data for jobs held by senior leaders; |

  131. INDEPENDENT COMPENSATION CONSULTANT

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

  132. INDEPENDENT COMPENSATION CONSULTANT

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

  133. INDEPENDENT COMPENSATION CONSULTANT

    | • | 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. |

  134. INDEPENDENT COMPENSATION CONSULTANT

    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:

  135. INDEPENDENT COMPENSATION CONSULTANT

    | • | Other services provided to AT&T |

  136. INDEPENDENT COMPENSATION CONSULTANT

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

  137. INDEPENDENT COMPENSATION CONSULTANT

    | • | Consultant’s policies to prevent conflicts of interest |

  138. INDEPENDENT COMPENSATION CONSULTANT

    | • | Other relationships with compensation committee members |

  139. INDEPENDENT COMPENSATION CONSULTANT

    | • | AT&T stock owned by the consultant |

  140. INDEPENDENT COMPENSATION CONSULTANT

    | • | Other relationships with Executive Officers |

  141. INDEPENDENT COMPENSATION CONSULTANT

    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.

  142. INDEPENDENT COMPENSATION CONSULTANT

    | AT&T INC. | 58 | 2021 PROXY |

  143. INDEPENDENT COMPENSATION CONSULTANT

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  144. SUMMARY COMPENSATION TABLE

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

  145. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non- Equity Incentive Plan Compen- sation ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compen- sation ($)(4) | Total ($) | | J. STANKEY CEO and President | 2020 | 2,050,000 | 0 | 13,499,999 | 0 | 3,250,000 | 1,411,950 | 808,968 | 21,020,917 | | | 2019 | 2,900,000 | 0 | 9,525,340 | 0 | 7,566,500 | 2,113,955 | 367,211 | 22,473,006 | | | 2018 | 2,058,333 | 2,000,000 | 6,889,708 | 0 | 4,374,333 | 574,835 | 655,696 | 16,552,905 | | R. STEPHENSON Executive Chairman | 2020 | 900,000 | 0 | 20,999,989 | 0 | 2,250,000 | 3,763,883 | 1,240,756 | 29,154,628 | | | 2019 | 1,800,000 | 0 | 19,800,007 | 0 | 5,280,000 | 3,589,196 | 1,563,722 | 32,032,925 | | | 2018 | 1,800,000 | 0 | 17,069,774 | 0 | 5,192,000 | 3,517,806 | 1,538,538 | 29,118,118 | | J. STEPHENS Sr. Exec. Vice Pres. and CFO | 2020 | 1,145,833 | 250,000 | 10,750,008 | 0 | 2,025,000 | 1,059,686 | 906,618 | 16,137,145 | | | 2019 | 1,125,000 | 250,000 | 10,750,027 | 0 | 2,310,000 | 1,482,271 | 808,030 | 16,725,328 | | | 2018 | 1,096,875 | 2,000,000 | 8,542,439 | 0 | 2,057,917 | 1,324,399 | 620,674 | 15,642,304 | | J. KILAR | 2020 | 1,666,667 | 0 | 49,234,985 | 0 | 1,255,123 | 0 | 15,824 | 52,172,599 | | CEO-WarnerMedia | | | | | | | | | | | D. MCATEE Sr. Exec. Vice Pres. and General Counsel | 2020 | 1,295,833 | 0 | 14,349,990 | 0 | 1,762,500 | 484,566 | 715,725 | 18,608,614 | | | 2019 | 1,270,833 | 250,000 | 4,999,970 | 0 | 2,019,600 | 365,535 | 445,438 | 9,351,376 | | | 2018 | 1,058,333 | 5,000,000 | 4,731,281 | 0 | 1,694,000 | 100,295 | 265,367 | 12,849,276 | | J. MCELFRESH CEO-AT&T Communications, LLC | 2020 | 850,000 | 200,000 | 5,800,003 | 0 | 1,387,500 | 124,617 | 210,000 | 8,572,120 | | | 2019 | 567,500 | 0 | 5,768,525 | 0 | 1,067,000 | 86,404 | 186,896 | 7,676,325 |

  146. SUMMARY COMPENSATION TABLE

    COVID-19 Compensation Reductions Mr. Stankey requested a 50% reduction of his salary for the period of July 1 through December 31, 2020 and, for his 2020 STIP, a limit of 50% of his annual target. Mr. Stephenson likewise requested a relinquishment of his salary for the period of July 1 through December 31, 2020 and, for his 2020 STIP, a 50% reduction in the amount approved by the Committee. In both cases, the Committee considered and approved these requests. NOTE 1. Four of the NEOs deferred portions of their 2020 salary and/or non-equity incentive awards into the Stock Purchase and Deferral Plan to make monthly purchases of Company stock in the form of stock units based on the market price of AT&T stock as follows: Mr. Stephenson—$2,407,500; Mr. Stephens—$2,505,000; Mr. McAtee—$2,063,125; and Mr. McElfresh—$487,500. Each unit that the employee purchases is paid out in the form of a share of AT&T stock at the time elected by the employee, along with applicable matching shares. The value of the matching contributions made during the relevant year is included under “All Other Compensation.” A description of the Stock Purchase and Deferral Plan may be found on page 56. NOTE 2. Amounts in the Stock Awards column for 2020 represent the grant date values of Performance Shares and Restricted Stock Units. Mr. Kilar’s Restricted Stock Units were determined by the Committee in March, using the March 31, 2020, stock price, which valued the grant at $48 million; however, the amount reported in the table represents the grant date value as of May 1, 2020, when he became CEO of Warner Media. The grant date values of Performance Shares included in the table for 2020 were: Mr. Stankey—$10,124,983, Mr. Stephenson—$15,749,983; Mr. Stephens—$8,062,497; Mr. Kilar—$0; Mr. McAtee—$4,012,496; and Mr. McElfresh—$4,350,002. The number of Performance Shares distributed at the end of the performance period is dependent upon the achievement of performance goals. Depending upon such achievement, the potential payouts range from 0% of the target number of Performance Shares to a maximum payout of 160% of the target number of Performance Shares. The value of the awards (Performance Shares and Restricted Stock Units) will be further affected by the price of AT&T stock at the time of distribution. The grant date values were determined pursuant to FASB ASC Topic 718. Assumptions used for determining the value of the stock awards reported in these columns are set forth in the relevant AT&T Annual Report to Stockholders in Note 16 to Consolidated Financial Statements, “Share-Based Payments.” To better understand the decisions of the Human Resources Committee with regard to these awards, please see the discussion on pages 54 and 55.

  147. SUMMARY COMPENSATION TABLE

    | AT&T INC. | 60 | 2021 PROXY |

  148. SUMMARY COMPENSATION TABLE

    | EXECUTIVE COMPENSATION TABLES | |

  149. SUMMARY COMPENSATION TABLE

    NOTE 3. Under this column, we report earnings on deferrals of salary and incentive awards to the extent the earnings exceed a market rate specified by SEC rules. For the NEOs, these amounts are as follows for 2020: Mr. Stankey—$1,967, Mr. Stephenson—$51,216, Mr. Stephens—$0, Mr. Kilar—$0, Mr. McAtee—$0, and Mr. McElfresh—$3,619. Other amounts reported under this heading represent an increase, if any, in pension actuarial value during the reporting period. NOTE 4. This column includes personal benefits, Company-paid life insurance premiums and Company matching contributions to deferral plans. AT&T does not provide tax reimbursements to Executive Officers except under the Company’s relocation plan. In valuing personal benefits, AT&T uses the incremental cost of the benefits to the Company. To determine the incremental cost of aircraft usage, we multiply the number of hours of personal flight usage (including “deadhead” flights) by the hourly cost of fuel (Company average) and the hourly cost of maintenance (where such cost is based on hours of use), and we add per flight fees such as landing, ramp and hangar fees, catering, and crew travel costs. During their respective periods as CEO, each of Messrs. Stephenson and Stankey reimbursed the Company for the incremental cost of their personal use of Company aircraft. Prior to becoming CEO, Mr. Stankey along with Mr. Stephens reimbursed the Company for the incremental cost of the personal usage of corporate aircraft, other than for travel to outside board meetings. Other Executive Officers may be required by the CEO to reimburse the incremental cost of their personal usage on a case-by-case basis. Reimbursements will not be made where prohibited by law. Mr. McAtee’s amount shown for use of Company aircraft represents flights taken for medical treatments.

  150. SUMMARY COMPENSATION TABLE

    | | Stankey | Stephenson | Stephens | Kilar | McAtee | McElfresh | | PERSONAL BENEFITS | | | | | | | | Financial counseling (includes tax preparation and estate planning) | 14,175 | 14,000 | 12,957 | 0 | 16,055 | 10,000 | | Auto benefits | 20,568 | 26,204 | 14,695 | 0 | 15,010 | 13,912 | | Personal use of Company aircraft | 2,285 | 0 | 0 | 2,363 | 29,722 | 0 | | Health coverage | 57,340 | 57,340 | 55,192 | 0 | 55,192 | 5,000 | | Club membership | 2,793 | 1,425 | 0 | 0 | 2,793 | 0 | | Communications | 14,633 | 6,180 | 5,044 | 0 | 2,882 | 1,423 | | Home security | 1,485 | 10,296 | 0 | 0 | 0 | 0 | | Total Personal Benefits | 113,279 | 115,445 | 87,888 | 2,363 | 121,654 | 30,335 | | Company matching contributions to deferral plans | 13,680 | 1,108,500 | 610,038 | 13,461 | 480,278 | 117,480 | | Life insurance premiums applicable to the employees’ death benefit | 682,009 | 16,811 | 208,692 | 0 | 113,793 | 62,185 | | Total | 808,968 | 1,240,756 | 906,618 | 15,824 | 715,725 | 210,000 |

  151. SUMMARY COMPENSATION TABLE

    | 2021 PROXY | 61 | AT&T INC. |

  152. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  153. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Date Action Taken By Committee | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | STANKEY | 1/30/20 | 1/30/20 | 1,110,000 | 3,700,000 | 6,105,000 | 76,142 | 190,355 | 304,568 | 63,452 | | | 9,499,996 | | | 6/30/20 | 6/25/20 | 840,000 | 2,800,000 | 4,620,000 | 39,696 | 99,239 | 158,782 | 33,080 | | | 4,000,003 | | STEPHENSON | 1/30/20 | 1/30/20 | 1,800,000 | 6,000,000 | 9,900,000 | 168,314 | 420,785 | 673,256 | 140,262 | | | 20,999,989 | | STEPHENS | 1/30/20 | 1/30/20 | 810,000 | 2,700,000 | 4,455,000 | 86,161 | 215,402 | 344,643 | 71,801 | | | 10,750,008 | | KILAR | 5/1/20 | 3/23/20 | 502,049 | 1,673,497 | 2,510,246 | | | | 1,646,655(3) | | | 49,234,985 | | MCATEE | 1/30/20 | 1/30/20 | 705,000 | 2,350,000 | 3,877,500 | 42,880 | 107,200 | 171,520 | 35,733 | | | 5,349,982 | | | 4/23/20 | 4/23/20 | | | | | | | 305,085(4) | | | 9,000,008 | | MCELFRESH | 1/30/20 | 1/30/20 | 555,000 | 1,850,000 | 3,052,500 | 46,487 | 116,217 | 185,947 | 38,739 | | | 5,800,003 |

  154. GRANTS OF PLAN-BASED AWARDS

    NOTE 1. Represents Performance Share awards, discussed beginning on page 54. NOTE 2. Unless otherwise noted, represents Restricted Stock Unit grants, discussed on page 55. The units granted in 2020 are scheduled to vest and distribute in January 2024. Units will also vest upon an employee becoming retirement eligible; however, they are not distributed until the scheduled distribution date. All of the NEOs except for Messrs. Kilar, McAtee and McElfresh were retirement eligible as of the grant date. Mr. McElfresh became retirement eligible later in 2020. NOTE 3. Committee action to approve Mr. Kilar’s award was taken on March 23, calculated based on the March 31 Stock price, but was not effective until Mr. Kilar became CEO of Warner Media on May 1. NOTE 4. Represents a Restricted Stock Unit grant that vests in April 2030 and does not vest upon retirement eligibility.

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

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table Messrs. Stankey and Stephens Both the 2016 Incentive Plan and the 2018 Incentive Plan provide that in the event an employee retires while retirement eligible under the plan, an award of Performance Shares will be prorated based on the number of months worked during the performance period. AT&T has provided that Performance Shares granted after September 28, 2017, to Messrs. Stankey or Stephens will not be prorated if they remain employed through December 30, 2020, or in the event of certain changes in their reporting. As a result of this provision, Messrs. Stankey’s and Stephens’ Performance Shares current and future grants will not be prorated. Mr. Stankey Upon closing of the acquisition of WarnerMedia, Mr. Stankey was appointed CEO of Warner Media, LLC. As part of this position, he was expected to engage in extensive business travel, which would require him to file state and local income tax returns in a number of jurisdictions. AT&T has agreed to reimburse Mr. Stankey for any legal fees he incurs in the defense of his state and local income tax returns relating to periods when he was CEO of Warner Media. Mr. Kilar Warner Media, LLC entered into an employment contract with Mr. Kilar in 2020 to act as its Chief Executive Officer. Under the agreement, he will receive an initial base salary of $2,500,000 and an annual cash target bonus award of $2,500,000. The bonus is subject to performance measures determined by the Human Resources Committee. Pursuant to the agreement, he received 1,646,655 Restricted Stock Units payable in AT&T stock. One-fourth of the RSUs vest and distribute each year, starting on February 15, 2021. Mr. Kilar also agreed to confidentiality, non-compete, and non-solicitation covenants. Finally, the contract provides severance benefits in the event (1) Mr. Kilar’s employment is terminated without cause or (2) Mr. Kilar terminates his employment within six months after the sale of the business and assets of Warner Media and the successor does not expressly assume the obligations under Mr. Kilar’s employment contract. These benefits are described on pages 72 and 73.

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

    | AT&T INC. | 62 | 2021 PROXY |

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

    | EXECUTIVE COMPENSATION TABLES | |

  158. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

  159. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

    | | Option Awards (1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexer- cisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (2) (#) | Market Value of Shares or Units of Stock That Have Not Vested (2) ($) | Equity Incentive Plans Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) (#) | Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (3) ($) | | STANKEY | 2,326 | — | 28.24 | 2/15/21 | | | | | | 2020-2022 Perf. Shares | | | | | — | — | 266,497 | 7,664,454 | | 2020-2022 Perf. Shares – Supplemental Grant | | | | | — | — | 138,935 | 3,995,771 | | 2019-2021 Perf. Shares | | | | | — | — | 280,689 | 8,072,616 | | 2019-2021 Perf. Shares – Supplemental Grant | | | | | — | — | 59,414 | 1,708,747 | | STEPHENSON | 29,345 | — | 28.24 | 2/15/21 | | | | | | 2020-2022 Perf. Shares | | | | | — | — | 589,099 | 16,942,487 | | 2019-2021 Perf. Shares | | | | | — | — | 715,778 | 20,585,775 | | STEPHENS | 9,730 | — | 28.24 | 2/15/21 | | | | | | | 39,919 | | 30.35 | 6/15/21 | | | | | | | 2,373 | | 29.87 | 2/15/22 | | | | | | 2020-2022 Perf. Shares | | | | | — | — | 301,563 | 8,672,952 | | 2019-2021 Perf. Shares | | | | | — | — | 402,321 | 11,570,752 | | KILAR | | | | | | | | | | 2020 Restricted Stock Units | | | | | 1,646,655 | 47,357,798 | | | | MCATEE | | | | | | | | | | 2020-2022 Perf. Shares | | | | | | | 150,080 | 4,316,301 | | 2019-2021 Perf. Shares | | | | | | | 187,125 | 5,381,715 | | 2017 Restricted Stock Units | | | | | 22,145 | 636,890 | | | | 2018 Restricted Stock Units | | | | | 26,813 | 771,142 | | | | 2018 Restricted Stock Units – Supplemental Grant | | | | | 6,319 | 181,734 | | | | 2019 Restricted Stock Units | | | | | 41,583 | 1,195,927 | | | | 2020 Restricted Stock Units | | | | | 35,733 | 1,027,681 | | | | 2020 Restricted Stock Units – Retention Grant | | | | | 305,085 | 8,774,245 | | | | MCELFRESH | | | | | | | | | | 2020-2022 Perf. Shares | | | | | | | 162,704 | 4,679,367 | | 2019-2021 Perf. Shares | | | | | | | 56,886 | 1,636,041 | | 2019-2021 Perf. Shares – Supplemental Grant | | | | | | | 66,857 | 1,922,807 | | 2019 Restricted Stock Award – Retention Grant | | | | | 52,812 | 1,518,873 | | |

  160. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

    NOTE 1. Stock options were granted based upon the amount of stock purchased by mid-level and above managers under the Stock Purchase and Deferral Plan, described on page 56. Stock options are not currently offered under the plan. Options were vested at issuance but were not exercisable until the earlier of the first anniversary of the grant or the termination of employment of the option holder. Options expire ten years after the grant date; however, option terms may be shortened due to termination of employment of the holder. NOTE 2. Mr. McElfresh’s 2019 Restricted Stock Award grant vests in December 2024. Mr. McAtee’s 2020 grant of Restricted Stock Units vests in April 2030.

  161. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

    | 2021 PROXY | 63 | AT&T INC. |

  162. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2020

    NOTE 3. Performance Shares are paid after the end of the performance period shown for each award. The actual number of shares paid out is dependent upon the achievement of the related performance objectives and approval of the Committee. In this column, we report the number of outstanding Performance Shares and their theoretical value based on the price of AT&T stock on December 31, 2020. In calculating the number of Performance Shares and their value, we are required by SEC rules to compare the Company’s performance through 2020 for each outstanding Performance Share grant against the threshold, target, and maximum performance levels for the grant and report in this column the applicable potential payout amount. If the performance is between levels, we are required to report the potential payout at the next highest level. For example, if the previous fiscal year’s performance exceeded target, even if it is by a small amount and even if it is highly unlikely that we will pay the maximum amount, we are required by SEC rules to report the awards using the maximum potential payouts. The performance measure for the 2019 and 2020 grants is ROIC with a payout adjustment for relative TSR achievement. As of the end of 2020, the ROIC achievement for each of the 2019 and 2020 grants was above target while the TSR performance was, for the 2019 grant, in the third quartile of the peer group and, for the 2020 grant, in the fourth quartile of the peer group. As a result, the grants were reported at the maximum payout for ROIC with a no payout adjustment for TSR performance for the 2019 grant and -10% payout adjustment for the TSR performance for the 2020 grant.

  163. OPTION EXERCISES AND STOCK VESTED DURING 2020

    OPTION EXERCISES AND STOCK VESTED DURING 2020

  164. OPTION EXERCISES AND STOCK VESTED DURING 2020

    | | Option Awards | | Stock Awards (1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | STANKEY | 0 | 0 | 231,256 | 7,255,075 | | STEPHENSON | 379,336 | 2,093,935 | 473,223 | 14,839,276 | | STEPHENS | 46,523 | 318,477 | 242,107 | 7,621,121 | | MCATEE | 0 | 0 | 140,162 | 4,483,969 | | MCELFRESH | 0 | 0 | 106,049 | 3,142,146 |

  165. OPTION EXERCISES AND STOCK VESTED DURING 2020

    NOTE 1. Included in the above amounts are Restricted Stock Units that vested in 2020, but the payment of which was deferred for certain officers. Restricted Stock Units vest at the earlier of the scheduled vesting date or upon the employee becoming retirement eligible. If the units vest because of retirement eligibility, they are not distributed until the scheduled vesting date. Restricted Stock Units granted in 2020 to the following NEOs vested at grant because of their retirement eligibility but will not be distributed until 2024: Mr. Stankey—96,532, Mr. Stephenson—140,262, and Mr. Stephens—71,801. Mr. McElfresh became retirement eligible in December of 2020, which accelerated the vesting of 76,590 units included in the above table.

  166. OPTION EXERCISES AND STOCK VESTED DURING 2020

    | AT&T INC. | 64 | 2021 PROXY |

  167. OPTION EXERCISES AND STOCK VESTED DURING 2020

    | EXECUTIVE COMPENSATION TABLES | |

  168. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2020)

    PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2020)

  169. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2020)

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits (1) ($) | Payments During Last Fiscal Year ($) | | STANKEY | Pension Benefit Plan—Nonbargained Program | 35 | 2,000,980 | 0 | | | SRIP | 19 | 423,113 | 0 | | | SERP | 34 | 30,675,183 | 0 | | STEPHENSON | Pension Benefit Plan—Nonbargained Program | 38 | 1,961,964 | 0 | | | Pension Benefit Make Up Plan | 15 | 7,297 | 0 | | | SRIP | 22 | 2,333,675 | 0 | | | SERP | 30 | 63,434,385 | 0 | | STEPHENS | Pension Benefit Plan—Nonbargained Program | 28 | 1,596,821 | 0 | | | Pension Benefit Make Up Plan | 8 | 69,580 | 0 | | | SRIP | 12 | 390,521 | 0 | | | SERP | 27 | 22,809,359 | 0 | | MCATEE | Pension Benefit Plan—MCB Program | 8 | 147,238 | 0 | | | Pension Benefit Make Up Plan | 8 | 1,184,361 | 0 | | MCELFRESH | Pension Benefit Plan—Mobility and Southeast Management Program | 25 | 369,534 | 0 | | | Pension Benefit Make Up Plan | 25 | 222,533 | 0 |

  170. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2020)

    NOTE 1. Pension benefits reflected in the above table were determined using the methodology and material assumptions set forth in the 2020 AT&T Annual Report to Stockholders in Note 15 to Consolidated Financial Statements, “Pension and Postretirement Benefits,” except that, as required by SEC regulations, the assumed retirement age is the specified normal retirement age in the plan unless the plan provides a younger age at which benefits may be received without a discount based on age, in which case the younger age is used. For the Nonbargained Program under the AT&T/WarnerMedia Pension Benefit Plan and the Pension Benefit Make Up Plan, the assumed retirement age is the date a participant is at least age 55 and meets the “modified rule of 75,” which requires certain combinations of age and service that total at least 75. For the Mobility Program, Southeast Management Program and the Management Cash Balance Program under the AT&T/WarnerMedia Pension Benefit Plan, the assumed retirement age for the cash balance formula is age 65. For the AT&T SRIP and its successor, the 2005 SERP, the assumed retirement age is the earlier of the date the participant reaches age 60 or has 30 years of service (the age at which an employee may retire without discounts for age). The SRIP/SERP benefits are reduced for benefits available under the qualified plans and by a specified amount that approximates benefits available under other nonqualified plans included in the table.

  171. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2020)

    | 2021 PROXY | 65 | AT&T INC. |

  172. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  173. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan (1) | Executive Contributions in Last FY (2) ($) | Registrant Contributions in Last FY (2) ($) | Aggregate Earnings in Last FY (2)(3) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (2) ($) | | STANKEY | Stock Purchase and Deferral Plan | — | — | (357,891) | — | 1,322,601 | | | Cash Deferral Plan | — | — | 8,434 | — | 251,914 | | STEPHENSON | Stock Purchase and Deferral Plan | 5,308,500 | 1,099,140 | (3,535,364) | 7,758,651 | 12,264,748 | | | Cash Deferral Plan | 487,500 | — | 234,530 | 5,096,314 | 6,139,639 | | STEPHENS | Stock Purchase and Deferral Plan | 2,775,438 | 596,358 | (1,695,036) | 472,156 | 7,494,721 | | MCATEE | Stock Purchase and Deferral Plan | 2,090,638 | 466,598 | (420,894) | 1,135,066 | 2,262,550 | | MCELFRESH | Stock Purchase and Deferral Plan | 383,400 | 103,800 | (262,818) | 131,051 | 1,214,387 | | | Cash Deferral Plan | — | — | 15,515 | — | 463,380 |

  174. NONQUALIFIED DEFERRED COMPENSATION

    NOTE 1. Amounts attributed to the Stock Purchase and Deferral Plan or to the Cash Deferral Plan also include amounts from their predecessor plans. No further contributions are permitted under the predecessor plans. NOTE 2. Of the amounts reported in the contributions and earnings columns and also included in the aggregate balance column in the table above, the following amounts are reported as compensation for 2020 in the “Summary Compensation Table”: Mr. Stankey— $1,967, Mr. Stephenson—$1,930,356, Mr. Stephens—$939,795, Mr. Kilar—$0, Mr. McAtee—$855,035, and Mr. McElfresh—$277,419. Of the amounts reported in the aggregate balance column, the following aggregate amounts were previously reported in the “Summary Compensation Table” for 2019 and 2018, combined: Mr. Stankey—$3,831, Mr. Stephenson—$7,035,660, Mr. Stephens—$4,778,025, Mr. Kilar—$0, Mr. McAtee—$1,702,200, McElfresh—$453,779. NOTE 3. Aggregate Earnings include interest, dividend equivalents, and stock price appreciation/depreciation. The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table” includes only the interest that exceeds the SEC market rate, as shown in footnote 3 to the “Summary Compensation Table”.

  175. NONQUALIFIED DEFERRED COMPENSATION

    | AT&T INC. | 70 | 2021 PROXY |

  176. NONQUALIFIED DEFERRED COMPENSATION

    | EXECUTIVE COMPENSATION TABLES | |

  177. POTENTIAL PAYMENTS UPON CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON CHANGE IN CONTROL Change in Control An acquisition in our industry can take a year or more to complete, and during that time it is critical that the Company have continuity of its leadership. If we are in the process of being acquired, our officers may have concerns about their employment with the new company. Our Change in Control Severance Plan offers benefits so that our officers may focus on the Company’s business without the distraction of searching for new employment. The Change in Control Severance Plan covers our officers, including the NEOs except for Mr. Kilar who has individual severance provisions. Description of Change in Control Severance Plan The Change in Control Severance Plan provides an officer who is terminated or otherwise leaves our Company for “good reason” after a change in control a payment equal to 2.99 times the sum of the executive’s most recent salary and target annual bonus for the fiscal year in which the Change in Control occurs. The Company is not responsible for the payment of excise taxes (or taxes on such payments). In 2014, the Company eliminated health, life insurance and financial counseling benefits from the plan. “Good reason” means, in general, assignment of duties inconsistent with the executive’s title or status; a substantial adverse change in the nature or status of the executive’s responsibilities; a reduction in pay; or failure to pay compensation or continue benefits. For the CEO, we eliminated a provision that defined “good reason” to include a good faith determination by the executive within 90 days of the change in control that he or she is not able to discharge his or her duties effectively. Under the plan, a change in control occurs: (a) if anyone (other than one of our employee benefit plans) acquires more than 20% of AT&T’s common stock, (b) if within a two-year period, the Directors at the beginning of the period (together with any new Directors elected or nominated for election by a two-thirds majority of Directors then in office who were Directors at the beginning of the period or whose election or nomination for election was previously so approved) cease to constitute a majority of the Board, (c) upon consummation of a merger where AT&T Inc. is one of the merging entities and where persons other than the AT&T stockholders immediately before the merger hold more than 50% of the voting power of the surviving entity, or (d) upon our stockholders’ approval of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company’s assets. If a change in control and a subsequent termination of employment of the NEOs had occurred at the end of 2020 in accordance with the Change in Control Severance Plan, the following estimated severance payments would have been paid in a lump sum.

  178. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

    STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES If a stockholder wishes to present a proposal or nominate a person for election as a Director at the 2022 Annual Meeting of Stockholders without such proposal or nomination being included in the Company’s proxy materials, such proposal or nomination must be received by the Senior Vice President, Deputy General Counsel and Secretary of AT&T at 208 S. Akard, Suite 2954, Dallas, Texas 75202 not less than 90 days nor more than 120 days before the anniversary of the prior Annual Meeting of Stockholders. Since the Annual Meeting of Stockholders will be held on April 30, 2021, written notice of any such proposal or nomination must be received by the Company no earlier than December 31, 2021, and no later than January 30, 2022. In addition, such proposal or nomination must meet certain other requirements and provide such additional information as provided in the Company’s Bylaws. A copy of the Company’s Bylaws may be obtained without charge from the Senior Vice President, Deputy General Counsel and Secretary of AT&T. Special notice provisions apply under the Bylaws if the date of the Annual Meeting is more than 30 days before or 70 days after the anniversary date. Stockholder proposals intended to be included in the proxy materials for the 2022 Annual Meeting must be received by November 11, 2021. Such proposals should be sent in writing by courier or certified mail to the Senior Vice President, Deputy General Counsel and Secretary of AT&T at 208 S. Akard Street, Suite 2954, Dallas, Texas 75202. Stockholder proposals that are sent to any other person or location or by any other means may not be received in a timely manner. Nominations for a Director intended for inclusion in the Company’s proxy materials for the 2022 Annual Meeting must be made in accordance with the proxy access provisions of the Company’s Bylaws and such nomination must be received by the Senior Vice President, Deputy General Counsel and Secretary of AT&T at 208 S. Akard, Suite 2954, Dallas, Texas 75202 not less than 120 days nor more than 150 days before the anniversary of the date that the Company mailed its Proxy Statement for the prior year’s Annual Meeting of Stockholders. For the 2022 Annual Meeting, written notice of any such nomination must be received by the Company no earlier than October 13, 2021 and no later than November 11, 2021.

  179. CEO PAY RATIO

    CEO PAY RATIO Pursuant to SEC rules, we are providing the following information about the ratio of the annual total compensation of our median employee to the annual total compensation of Mr. Stankey, our CEO. Given the CEO transition which occurred in 2020, for purposes of the pay ratio calculation we annualized Mr. Stankey’s compensation as if he had served as CEO for the entire year. Mr. Stankey’s annualized 2020 compensation is based on the following: Salary: an annualized salary of $1,800,000, which is based on his CEO-level salary rate of $2,400,000 as if such rate had been in effect throughout the entire year and based on the requested and approved 50% reduction of his salary in the second half of the year in response to the global pandemic. Short Term Incentive: an annual award of $2,800,000, which is calculated based on annualizing his entire 2020 bonus using the annual bonus target applied to the portion of the year he served as CEO and reduced by the requested and approved limit of 50% of his target bonus in response to the global pandemic; Long-term Incentive: the full value of his long-term incentive awards granted in 2020, which includes the additional grant he received at the time of promotion; Change in Pension and All Other Compensation: as reported in the Compensation of Executive Officers—Summary Compensation Table The total compensation of our median employee, $89,399. The final pay ratio calculation is 227:1.

  180. CEO PAY RATIO

    | | Determination of CEO Pay Ratio | | | Step 1 | Total compensation of the CEO(1) | $20,320,917 | | Step 2 | Total compensation of the median employee(2) | $89,399 | | Step 3 | Divide compensation of the CEO by the median employee | 227.3 | | Result | CEO pay ratio | 227:1 |

  181. CEO PAY RATIO

    | (1) Includes the value of Mr. Stankey’s health benefits. |

  182. CEO PAY RATIO

    | (2) Includes the cost of group health and welfare benefits. |

  183. CEO PAY RATIO

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

  184. CEO PAY RATIO

    | AT&T INC. | 76 | 2021 PROXY |

  185. CEO PAY RATIO

    | OTHER INFORMATION | |