DEF 14A of At&t Inc., Apr 4, 2024

DEF 14A of At&t Inc.

Filed Apr 4, 2024 · FY20230001193125-24-087253

Open on EDGAR

  1. 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 eleven Directors, one of whom is an Executive Officer of AT&T. There are no vacancies on the Board. Under AT&T’s Corporate Governance Guidelines, a Director will not be nominated by the Board for re-election if the Director would be 75 or older at the time of the election. The Board of Directors has nominated the eleven persons listed below for election as Directors to one-year terms of office that would expire at the 2025 Annual Meeting. Each of the nominees is an incumbent Director of AT&T recommended for re-election by the Governance and Policy Committee. In making these nominations, the Board reviewed the background of the nominees (each nominee’s biography can be found beginning on the next page) and determined to nominate each of the current Directors for re-election. The Board believes that each nominee has valuable individual skills, attributes, and experiences that, taken together, provide us with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of a large and varied enterprise like AT&T. As indicated in the table below and in the following biographies, the nominees have exhibited significant leadership skills and extensive experience in a variety of fields, each of which the Board believes provides valuable knowledge about important elements of AT&T’s business. If one or more of the nominees should at the time of the meeting be unavailable or unable to serve as a Director, the shares represented by the proxies will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board. The Board knows of no reason why any of the nominees would be unavailable or unable to serve.

  2. ITEM NO. 1 - ELECTION OF DIRECTORS

    | The Board recommends you vote FOR each of the following candidates |

  3. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  4. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 2024 PROXY | 3 | AT&T INC. |

  5. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — WILLIAM E. KENNARD Age: 67 Director since 2014 Independent Chairman of the Board Former United States Ambassador to the European Union and former Chairman of the Federal Communications Commission |

  6. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  7. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | Senior Leadership | | Investment/ Finance | | Global Perspective | | | Government/ Regulatory | | Telecom | | |

  8. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Other Public Company Directorships • Ford Motor Company • MetLife, Inc. Past Public Company Directorships • Duke Energy Corporation (2014-2021) Committees • Executive (Chair) • Governance and Policy |

  9. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — SCOTT T. FORD Age: 61 Director since 2012 Chief Executive Officer of Westrock Coffee Company |

  10. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Mr. Ford currently serves as a director and Chief Executive Officer of Westrock Coffee Company (a fully integrated manufacturer of coffee, tea and coffee-related products), which he co-founded in 2009 and where he has served as Chief Executive Officer since 2009. Mr. Ford also founded Westrock Group, LLC (a private investment firm in Little Rock, Arkansas) in 2013, where he has served as Member and Chief Executive Officer since its inception. 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. |

  11. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  12. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Other Public Company Directorships • Westrock Coffee Company Committees • Corporate Development and Finance (Chair) • Executive • Human Resources |

  13. ITEM NO. 1 - ELECTION OF DIRECTORS

    | AT&T INC. | 4 | 2024 PROXY |

  14. ITEM NO. 1 - ELECTION OF DIRECTORS

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  15. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — GLENN H. HUTCHINS Age: 68 Director since 2014 Chairman of North Island and North Island Ventures and Co-Founder of Silver Lake |

  16. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Mr. Hutchins is Chairman of North Island Management, LLC (a family investment office, aka Tide Mill, LLC, based in New York, New York) and has served in this capacity since 2013. Since 2020, Mr. Hutchins has also been Chairman of North Island Ventures (an investment firm in New York, New York). Mr. Hutchins is Vice Chairman and Lead Independent Director of Santander starting in 2023; on the Investment Board and the International Advisory Board of GIC Private Limited, the sovereign wealth fund of Singapore, which he joined in 2020. He is a co-founder of Silver Lake (a technology investment firm based in New York, New York and Menlo Park, California), which was founded in 1999 and where Mr. Hutchins served as co-CEO until 2011 and as Managing Director from 1999 until 2011. Prior to that, Mr. Hutchins was Senior Managing Director at The Blackstone Group (a global investment firm) from 1994 to 1999. Mr. Hutchins served as Chairman of the Board of SunGard Data Systems Inc. (a software and technology services company) from 2005 until 2015, and a director of Nasdaq, Inc. and Virtu Financial (2017-2021). Previously, Mr. Hutchins served as a Special Advisor in the White House on economic and health-care policy from 1993 to 1994 and as Senior Advisor on the transition of the Administration from 1992 to 1993. He is co-Chairman of the Brookings Institution. Mr. Hutchins served as a director of the Federal Reserve Bank of New York from 2011 until 2020. He holds an A.B. from Harvard College, an M.B.A. from Harvard Business School, and a J.D. from Harvard Law School. Skills and Qualifications Mr. Hutchins brings extensive experience in areas that intersect technology, innovation and investment, along with financial, public policy and strategic planning experience. As the co-founder and former co-CEO of a global investment firm, he brings significant leadership, business planning and human capital management expertise. |

  17. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | Senior Leadership | | Investment/ Finance | | Government/ Regulatory | | | Strategic Planning/M&A | | Global Perspective | | Technology/ Innovation |

  18. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Other Public Company Directorships • Banco Santander Past Public Company Directorships • Virtu Financial, Inc. (2017-2021) Committees • Corporate Development and Finance • Executive • Governance and Policy (Chair) |

  19. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — STEPHEN J. LUCZO Age: 67 Director since 2019 Managing Partner of Crosspoint Capital Partners, L.P. |

  20. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Mr. Luczo is a Managing Partner of Crosspoint Capital Partners, L.P. (a private equity investment firm focused on the cybersecurity and privacy sectors located in Menlo Park, California) and has served in this capacity since February 2020. Mr. Luczo served as Chairman of the Board of Seagate Technology plc (a global provider of data storage technology and solutions in Fremont, California) from 2002 until July 2020 and as a member of Seagate’s board of directors until October 2021. Mr. Luczo joined Seagate’s predecessor company in 1993 as Senior Vice President of Corporate Development, joined its board of directors in 1998, and served as its Chief Executive Officer from 1998 to 2004 and from 2009 to 2017. Prior to joining Seagate, Mr. Luczo held various roles in investment banking. He holds an A.B. in economics from Stanford University and earned an M.B.A. from Stanford Graduate School of Business. Skills and Qualifications Mr. Luczo brings deep experience in technology, business development, strategic planning, and operations through his leadership at Seagate. He has significant experience in financial matters and executing strategic cost initiatives and transactions. |

  21. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  22. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Other Public Company Directorships • Morgan Stanley Past Public Company Directorships • Seagate Technology plc (2002-2021) Committees • Audit • Corporate Development and Finance |

  23. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 2024 PROXY | 5 | AT&T INC. |

  24. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — MARISSA A. MAYER Age: 48 Director since March 2024 Chief Executive Officer of Sunshine Products |

  25. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Ms. Mayer has served as Chief Executive Officer of Sunshine Products (a technology startup company based in Palo Alto, California that uses artificial intelligence to develop consumer-facing applications for automating everyday tasks) since she co-founded the company in 2018. She previously served as Chief Executive Officer, President and a member of the Board of Directors of Yahoo!, Inc. from 2012 to 2017. Before joining Yahoo!, Ms. Mayer spent 13 years at Google, Inc., from 1999 to 2012, where she held various roles of increasing responsibility including Vice President, Local, Maps and Locations Services, and Vice President, Search Products and User Experience. She has served on the board of Walmart Inc. since 2012. In addition, she serves on the board of the San Francisco Ballet and previously served on the foundation board for the Forum of Young Global Leaders at the World Economic Forum. Ms. Mayer holds a bachelor’s degree in symbolic systems and a master’s degree in computer science with a specialization in artificial intelligence from Stanford University. Skills and Qualifications Ms. Mayer brings extensive expertise in technology and a deep understanding of the consumer Internet experience. She has senior leadership and human capital management experience through her CEO role at Yahoo!. As a long tenured director of Walmart Inc., she brings valuable experience in the oversight of a large publicly traded retail and ecommerce business. |

  26. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  27. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Other Public Company Directorships • Walmart Inc. Committees • Audit • Corporate Development and Finance |

  28. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — MICHAEL B. McCALLISTER Age: 71 Director since 2013 Retired Chairman of the Board and Chief Executive Officer of Humana Inc. |

  29. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 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. |

  30. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  31. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  32. ITEM NO. 1 - ELECTION OF DIRECTORS

    | AT&T INC. | 6 | 2024 PROXY |

  33. ITEM NO. 1 - ELECTION OF DIRECTORS

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  34. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — BETH E. MOONEY Age: 69 Director since 2013 Retired Chairman and Chief Executive Officer of KeyCorp |

  35. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  36. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  37. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  38. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — MATTHEW K. ROSE Age: 65 Director since 2010 Retired Chairman and Chief Executive Officer of Burlington Northern Santa Fe, LLC |

  39. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 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. |

  40. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  41. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  42. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 2024 PROXY | 7 | AT&T INC. |

  43. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — JOHN T. STANKEY Age: 61 Director since 2020 Chief Executive Officer and President of AT&T Inc. |

  44. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Mr. Stankey is Chief Executive Officer and President of AT&T Inc. and has served in this capacity since July 2020. Prior to that, he served as President and Chief Operating Officer from October 2019 through June 2020. From June 2018 through April 2020, Mr. Stankey also served as CEO of Warner Media, LLC. During his tenure with the Company, Mr. Stankey has held a variety of other leadership positions, including serving as CEO-AT&T Entertainment Group (2015-2017); Chief Strategy Officer (2012-2015); President and CEO of AT&T Business Solutions (2010-2011); President and CEO of AT&T Operations, Inc. (2008-2010); Group President-Telecom Operations (2007-2008); Chief Technology Officer (2004-2006); and Chief Information Officer (2003-2004). Mr. Stankey began his career with the Company in 1985. He holds a bachelor’s degree in finance from Loyola Marymount University and an M.B.A. from the University of California, Los Angeles. Skills and Qualifications Mr. Stankey has more than 38 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. |

  45. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  46. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  47. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — CYNTHIA B. TAYLOR Age: 62 Director since 2013 President and Chief Executive Officer of Oil States International, Inc. |

  48. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  49. ITEM NO. 1 - ELECTION OF DIRECTORS

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

  50. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Other Public Company Directorships • Oil States International, Inc. Committees • Audit (Chair) • Executive |

  51. ITEM NO. 1 - ELECTION OF DIRECTORS

    | AT&T INC. | 8 | 2024 PROXY |

  52. ITEM NO. 1 - ELECTION OF DIRECTORS

    | VOTING ITEMS - MANAGEMENT PROPOSALS | |

  53. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | — LUIS A. UBIÑAS Age: 61 Director since 2021 Chairman of the Statue of Liberty - Ellis Island Foundation |

  54. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Mr. Ubiñas is Chairman of the Statue of Liberty - Ellis Island Foundation (a nonprofit organization that works to preserve the Statue of Liberty and Ellis Island) and has served in this capacity since January 2021; he previously served as Vice Chair from 2018 until 2021 and has served as a member of its board of directors since 2014. Mr. Ubiñas served as President of the Ford Foundation (an independent, global nonprofit grant-making organization based in New York, New York) from 2008 to 2013. From 2000 to 2007, he was Senior Partner with McKinsey & Company (a global management consulting firm based in New York, New York), where he led the firm’s west coast media practice working with companies in the technology, telecommunications, and media sectors. Mr. Ubiñas joined McKinsey & Company in 1989, holding various leadership positions prior to being named Senior Partner. From 2013 to 2017, he served on the Advisory Committee on U.S. Competitiveness of the Export-Import Bank, and from 2010 to 2014, he served on the Advisory Committee for Trade Policy and Negotiations. He holds an A.B. in government from Harvard College and an M.B.A. from Harvard Business School. Skills and Qualifications Mr. Ubiñas has extensive leadership experience and expertise across the broadband and wireless industries, government, and the nonprofit sector, all of which align with AT&T’s priorities to serve customers, investors, and our communities. |

  55. ITEM NO. 1 - ELECTION OF DIRECTORS

    | | Senior Leadership | | Government/ Regulatory | | Global Perspective | | | Strategic Planning/M&A | | Technology/ Innovation | | Telecom |

  56. ITEM NO. 1 - ELECTION OF DIRECTORS

    | Other Public Company Directorships/Trusteeships • Electronic Arts Inc. • Mercer Funds • Tanger Factory Outlet Centers, Inc. Past Public Company Directorships • Boston Private Financial Holdings, Inc. (2017-2021) • FirstMark Horizon Acquisition Corp. (2020-2022) Committees • Audit • Governance and Policy |

  57. ITEM NO. 1 - ELECTION OF DIRECTORS

    | 2024 PROXY | 9 | AT&T INC. |

  58. Director Compensation

    Director Compensation The compensation of Directors is determined by the Board with the advice of the Governance and Policy Committee. The Governance and Policy Committee is composed entirely of independent Directors. None of our employees serve on this Committee. The Committee’s current members are Glenn H. Hutchins (Chair), William E. Kennard, Beth E. Mooney and Luis A. Ubiñas. Under its charter, the Committee annually reviews the compensation and benefits provided to Directors for their service and makes recommendations to the Board for changes. This includes not only Director retainers, but also Director compensation and benefit plans. The Committee’s charter authorizes the Committee to employ independent compensation and other consultants to assist in fulfilling its duties. From time to time, the Committee engages a compensation consultant to advise the Committee and to provide information regarding director compensation paid by other public companies, which may be used by the Committee to make compensation recommendations to the Board. In addition, the Chief Executive Officer may make recommendations to the Committee or the Board about types and amounts of appropriate compensation and benefits for Directors. Directors who are employed by us or one of our subsidiaries receive no separate compensation for serving as directors or as members of Board committees.

  59. Director Compensation

    | AT&T INC. | 26 | 2024 PROXY |

  60. Director Compensation

    | CORPORATE GOVERNANCE | |

  61. Director Compensation

    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).

  62. Director Compensation

    | 2023 Compensation | Amount ($) | | Annual Retainer | 140,000 | | Chairman of the Board | 300,000 | | Committee Chair Retainer | | | Audit Committee | 30,000 | | Human Resources Committee | 25,000 | | Corporate Development and Finance Committee | 20,000 | | Governance and Policy Committee | 20,000 | | Annual Award of Deferred Stock Units | 220,000 | | Annual Communications Service Stipend | | | Within AT&T’s service area | 4,000 | | Outside AT&T’s service area | 6,000 |

  63. Director Compensation

    Beginning in 2024 the Chairman of the Board and Committee Chairperson retainers will be as follows: Chairman of the Board - $250,000, Audit Committee - $40,000, Human Resources Committee - $30,000, Governance and Policy and Corporate Development and Finance Committees - $25,000.

  64. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The following table contains information regarding compensation provided to each person who served as a Director during 2023 (excluding Mr. Stankey, whose compensation is included in the Summary Compensation Table and related tables and disclosure).

  65. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | Nonqualified Deferred Compensation Earnings ($)(c) | All Other Compensation ($)(d) | Total ($) | | SCOTT T. FORD | $226,667 | $220,000 | $0 | $0 | $446,667 | | GLENN H. HUTCHINS | $226,667 | $220,000 | $0 | $13,216 | $459,883 | | WILLIAM E. KENNARD | $623,333 | $220,000 | $0 | $15,000 | $858,333 | | STEPHEN J. LUCZO | $198,333 | $220,000 | $0 | $0 | $418,333 | | MICHAEL B. MCCALLISTER | $198,333 | $220,000 | $0 | $0 | $418,333 | | BETH E. MOONEY | $223,750 | $220,000 | $0 | $0 | $453,750 | | MATTHEW K. ROSE | $198,333 | $220,000 | $0 | $11,663 | $429,996 | | CYNTHIA B. TAYLOR | $240,833 | $220,000 | $0 | $10,137 | $470,970 | | LUIS A. UBIÑAS | $198,333 | $220,000 | $0 | $0 | $418,333 |

  66. 2023 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 2023 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.

  67. 2023 DIRECTOR COMPENSATION TABLE

    | Director | Deferred Stock Units Purchased in 2023 | | SCOTT T. FORD | 13,304 | | GLENN H. HUTCHINS | 13,304 | | STEPHEN J. LUCZO | 11,641 | | MATTHEW K. ROSE | 11,641 | | CYNTHIA B. TAYLOR | 14,136 |

  68. 2023 DIRECTOR COMPENSATION TABLE

    | Director | Shares of Common Stock Purchased in 2023 | | MICHAEL B. MCCALLISTER | 5,819 |

  69. 2023 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, 2023, for each Director can be found in the “Common Stock Ownership” section beginning on page 30. 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 2023 consisted of communications equipment and services provided under the AT&T Board of Directors Communications Concession Program (described on page 27) and miscellaneous items, as follows: Mr. Hutchins ($12,301 and $915, respectively), Mr. Rose ($10,838 and $825, respectively), and Ms. Taylor ($9,222 and $915, respectively). All Other Compensation also includes a $15,000 charitable matching contribution by the AT&T Foundation on behalf of Mr. Kennard under the former AT&T Higher Education/Cultural Matching Gift Program, relating to a contribution made by Mr. Kennard in 2022.

  70. 2023 DIRECTOR COMPENSATION TABLE

    | AT&T INC. | 28 | 2024 PROXY |

  71. 2023 DIRECTOR COMPENSATION TABLE

    | COMMON STOCK OWNERSHIP | |

  72. 2023 Short-Term Award Results

    2023 Short-Term Award Results

  73. 2023 Short-Term Award Results

    | Metric | Metric Weight | Attainment | Payout % | | Adjusted Operating Income (OI) | 60% | 103% | 115% | | Free Cash Flow (FCF) | 20% | 101% | 107% | | Strategic Component | 20% | N/A | 120% | | Weighted Average Payout | | | 115% |

  74. 2023 Short-Term Award Results

    See additional details in the section How NEOs Were Paid for Performance in 2023.

  75. 2023 Short-Term Award Results

    | AT&T INC. | 40 | 2024 PROXY |

  76. 2023 Short-Term Award Results

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  77. Long-Term Award – Performance Share Component Results for 2021-2023 Performance Period

    Long-Term Award – Performance Share Component Results for 2021-2023 Performance Period

  78. Long-Term Award – Performance Share Component Results for 2021-2023 Performance Period

    | Metric | Metric Weight | Achievement | Payout% | | 3-Year Return on Invested Capital (ROIC) | 100% | 8.7% | 113% | | 3-Year Relative Total Stockholder Return (TSR) Payout Modifier | +10%, 0% or -10% | Quartile 3 | 0% | | Final Long-Term Payout | | | 113% |

  79. Long-Term Award – Performance Share Component Results for 2021-2023 Performance Period

    See additional detail in sections ROIC Payout Table and Actual Performance Attainment – 2021-2023 Performance Period on page 49 and Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2023 or early 2024 on page 50.

  80. PAY GOVERNANCE

    | ✓ OUR PRACTICES | û WHAT WE DON’T DO | | ✓ Pay for performance. ✓ Multiple performance metrics and multi-year time horizons. ✓ Stock ownership and holding period requirements. ✓ Regular engagement with stockholders. ✓ Dividend equivalents. ✓ Restitution and Clawback policies. ✓ Severance policy limits payments to 2.99 times salary and target bonus. | û No “single trigger” change in control provisions. û No tax gross-ups, except in extenuating circumstances. û No hedging or short sales of AT&T stock or stock-based awards, and no guaranteed bonuses. û No supplemental executive retirement benefits for officers promoted/hired after 2008. û No excessive dilution; as of June 1, 2023, our total dilution was 1.0% of outstanding stock. |

  81. ELEMENTS OF 2023 COMPENSATION

    | FOCUS ON CURRENT YEAR PERFORMANCE SALARY AND CASH-BASED SHORT-TERM INCENTIVES | + | FOCUS ON MULTI-YEAR PERFORMANCE LONG-TERM INCENTIVES: 75% PERFORMANCE SHARES 25% RESTRICTED STOCK UNITS | + | FOCUS ON ATTRACTION & RETENTION RETIREMENT, DEFERRAL/ SAVINGS PLANS, BENEFITS, AND PERSONAL BENEFITS |

  82. DETERMINING 2023 TARGET COMPENSATION

    DETERMINING 2023 TARGET COMPENSATION The Committee uses market data as the starting point for determining Executive Officer compensation. The independent consultant compiles data from peer companies using both proxy data and third-party compensation surveys, then presents findings to the Committee for their review and decision-making process. How the Peer Group Was Chosen The Committee, based on input from its consultant, established a peer group that was representative of companies consistent with AT&T’s business in 2023. The peer group included large cap companies with similar scale and business complexity to AT&T. The Committee and independent consultant confirmed that the peer group composition reflected AT&T’s business transformation into a simplified telecom provider, the company’s scale (revenue, market capitalization, and enterprise value), and investments in technology and tech-enabled services.

  83. DETERMINING 2023 TARGET COMPENSATION

    Based on the responsibilities of each executive’s role, the Committee evaluated compensation against the same or similar positions in the peer group companies. If a peer company did not have a role corresponding to a particular AT&T executive, it was omitted from the peer group for the executive.

  84. DETERMINING 2023 TARGET COMPENSATION

    | 2023 AT&T Peer Group | | | | | | | | Alphabet | Boeing | Comcast | Intel | Netflix | T-Mobile US | Wal-Mart | | Amazon | Charter | General Electric | IBM | Oracle | UPS | Walt Disney | | Apple | Cisco | General Motors | Microsoft | Salesforce | Verizon | |

  85. DETERMINING 2023 TARGET COMPENSATION

    As part of its annual review of the peer group and to continue its approach to align executive interests to those of stockholders, the Committee conducted a comprehensive assessment and established the 2024 peer group by removing mega cap companies (Alphabet, Amazon, Apple and Microsoft). The Committee took this action to proactively align the company’s size and business operations to a peer group that includes competitors for talent and investor dollars. For 2024, the Committee will use this peer group for benchmarking and the S&P 500 Index to measure the Total Stockholder Return modifier applicable to Performance Share awards (see page 53 for more details). The Committee’s Process for Establishing 2023 Target Compensation The Committee’s consultant reviewed market data from the peer group with members of management and the CEO (for Executive Officers other than himself) to confirm job matches and scoping of market data based on the relative value of each position and differences in responsibilities between jobs at AT&T and those in the peer group. After completing this review, the consultant presented the market data to the Committee. The Committee used the market data with the CEO’s evaluation of performance and compensation recommendations for the other Executive Officers and then applied its judgment and experience to set Executive Officer target compensation. While the Committee does consider peer group compensation information when setting executive compensation, it does not believe it appropriate to establish compensation amounts based solely on this data. The Committee believes that compensation decisions are multi-dimensional and require consideration of additional factors, including market competition for the position and the executive’s experience, performance, contributions, long-term potential, and leadership. In addition, to determine CEO pay, the Board continued to use its formal annual performance evaluation process. The performance evaluation consists of the Board reviewing key strategic and leadership behaviors and providing feedback directly to Mr. Stankey regarding his performance and the performance of the company. 2023 Total Target Compensation and Pay Mix The Committee designs the executive compensation program to include at-risk pay such as incentive awards and stock-based compensation. These incentives tie the interests of our executives to those of our stockholders. As explained above, the Committee reviewed target pay in January for the NEOs and determined total target compensation for 2023. The Committee adjusted compensation and pay mix as follows to align with market data of peers. Upon promotion to CEO in 2020, Mr. Stankey’s total target compensation was established at $21.5 million and had not been adjusted since. In 2023, the Committee conducted a robust analysis of the compensation landscape, which included input from its independent consultant, market data, and consideration of our guiding compensation principles. It also took into consideration Mr. Stankey’s performance and tenure in the CEO role, and that his compensation was falling behind that of market peers. As a result of this review, the Committee did not change his cash compensation, but approved an increase to Mr. Stankey’s long-term target compensation of $3 million to align with market peers amidst increasing competition for talent in our industry, while maintaining our commitment to incentivize performance aligned with the long-term interests of stockholders. As a result of this same market analysis, adjustments for other NEOs were made to align to market as we continue to balance opportunity and pay mix.

  86. DETERMINING 2023 TARGET COMPENSATION

    The target long-term values are comprised of 75% Performance Shares and 25% Restricted Stock Units (RSUs). See more details in the 2023 Target Long-Term Values section.

  87. DETERMINING 2023 TARGET COMPENSATION

    | | 2023 Total Compensation | | | | | NEO | Base Salary | Target Short-Term | Target Long-Term | Total | | J. Stankey | $2,400,000 | $5,600,000 | $16,500,000 | $24,500,000 | | P. Desroches | $1,250,000 | $2,750,000 | $7,500,000 | $11,500,000 | | L. Lee | $750,000 | $1,350,000 | $5,125,000 | $7,225,000 | | D. McAtee | $1,300,000 | $2,700,000 | $7,000,000 | $11,000,000 | | J. McElfresh | $1,250,000 | $2,750,000 | $9,000,000 | $13,000,000 |

  88. HOW NEOs WERE PAID FOR PERFORMANCE IN 2023

    HOW NEOs WERE PAID FOR PERFORMANCE IN 2023 2023 Short-Term Incentive Awards – Performance Targets After reviewing the business strategy and plan in early 2023, the Committee decided to make no change to performance metrics applicable to 2023 short-term incentive awards. The Committee maintained the metrics and weightings for their continued link to our business strategy. For executive officers, the Committee maintained the strategic metric with a 20% weighting to further drive performance within the framework of AT&T’s culture and purpose. The Committee also maintained a single unifying metric set that focuses leaders to achieve AT&T’s financial, operational, and strategic goals.

  89. 2023 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    2023 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

  90. 2023 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    | 2024 PROXY | 45 | AT&T INC. |

  91. 2023 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    | SHORT-TERM INCENTIVE PAYOUT TABLE STRUCTURE (Financial Metrics) | | | | | Payout Level | Attainment | Payout | Each financial performance metric has an associated payout table, and all payout tables use the same structure. Interpolation is used to determine payout percentages for results that fall between attainment levels shown. | | Maximum | 110% | 150% | | | Target | 100% | 100% | | | | 94% | 50% | | | Threshold | 82% | 30% | |

  92. 2023 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    2023 Short-Term Incentive Awards – Performance Attainment and Associated Payout Percentages Final Award Determination: The table below shows the performance adjusted award payout for each NEO based on the achievement of the goals set by the Committee.

  93. 2023 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    | NEO | Target Short-Term | Short-Term Payout % | Final Award Paid | | J. Stankey | $5,600,000 | 115% | $6,440,000 | | P. Desroches | $2,750,000 | 115% | $3,162,500 | | L. Lee | $1,350,000 | 115% | $1,552,500 | | D. McAtee | $2,700,000 | 115% | $3,105,000 | | J. McElfresh | $2,750,000 | 115% | $3,162,500 |

  94. 2023 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

    The Committee made one $250,000 discretionary adjustment to Lori Lee’s award for her interim leadership of the Human Resources organization in addition to her Global Marketing Officer and Senior Executive Vice President International responsibilities. The Committee made no other discretionary adjustments.

  95. 2023 Short-Term Incentive Performance Goals and Attainment

    2023 Short-Term Incentive Performance Goals and Attainment

  96. 2023 Short-Term Incentive Performance Goals and Attainment

    | 1. Operating Income results were adjusted as follows: | | 2. Free Cash Flow results were adjusted as follows: | | | Reported OI | $23,461 | Reported FCF | $16,768 | | Adjustments per Grant Terms: | | Adjustments per Grant Terms: | | | Merger & Acquisition Activity | $79 | Excess Benefit Plan Contribution | $135 | | Severance | $597 | | | | Non-cash Accounting Write-downs | $596 | | | | Benefit Plans & Rabbi Trusts | ($129) | | | | Operating Income for Compensation | $24,604 | Free Cash Flow for Compensation | $16,903 |

  97. 2023 Short-Term Incentive Performance Goals and Attainment

    | AT&T INC. | 46 | 2024 PROXY |

  98. 2023 Short-Term Incentive Performance Goals and Attainment

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  99. LONG-TERM INCENTIVE PLAN AWARDS

    LONG-TERM INCENTIVE PLAN AWARDS The chart below describes the long-term awards our NEOs earned in 2023 or early 2024. Due to a shift from vesting at the end of four years (cliff vesting) in 2020, to vesting a third each year (ratable vesting) beginning in 2021, we describe both types of RSU grants.

  100. LONG-TERM INCENTIVE PLAN AWARDS

    | Form of Award | Performance/Restriction Period and Metrics | Description | | Performance Shares Granted in 2021 | 3-year performance period (2021-2023) | – Each Performance Share is a notional share 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. | | 75% of 2021 Long-Term Award | Performance metrics: – 100% ROIC – Relative TSR payout modifier Payout value based on combination of performance attainment and common stock price performance. | – Once vested, Performance Shares settle 66% in cash and 34% in common stock. The amount of cash to be paid is based on our stock price on the date the award payout is approved. When combined with the RSU distribution, NEOs receive 50% of their long-term incentive compensation distributions in stock. – Awards are based on a 3-year performance period and maximize both short-and long-term performance. The impact of a single year’s performance is felt in each of the three Performance Share grants outstanding at any given time, so that employees are motivated to sustain strong performance each year in order to gain favorable payouts. – Dividend equivalents are paid at the end of the performance period, based on the number of Performance Shares earned. | | RSUs Granted in 2020 (cliff vesting) 25% of 2020 Long-Term Award | 4-year restriction period Payout value based on common stock price performance. | RSUs pay in common stock at the end of the restriction period, regardless of whether they vest earlier. RSUs vest 100% after four years or upon retirement eligibility, whichever occurs earlier. Dividend equivalents are paid quarterly in cash on the number of shares outstanding. | | RSUs Granted in 2021 & 2022 (ratable vesting) 25% of 2021 & 2022 Long-Term Awards | 3-year restriction period Payout value based on common stock price performance. | RSUs vest and pay in common stock 33-1/3% per year over three years unless they vest earlier due to retirement eligibility. They distribute on the normal schedule regardless of when they vest. Dividend equivalents are paid quarterly in cash on the number of shares outstanding. |

  101. LONG-TERM INCENTIVE PLAN AWARDS

    | AT&T INC. | 48 | 2024 PROXY |

  102. LONG-TERM INCENTIVE PLAN AWARDS

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  103. LONG-TERM INCENTIVE PLAN AWARDS

    ROIC Payout Table and Actual Performance Attainment – 2021-2023 Performance Period

  104. Relative TSR Payout Modifier - Payout Table and Actual Performance

    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 2021 Performance Share grant:

  105. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | Relative TSR Payout Modifier (2021 - 2023 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 -5.4% ranks us in the 33rd 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 |

  106. Relative TSR Payout Modifier - Payout Table and Actual Performance

    TSR was measured relative to the peer group shown below. This peer group was established at the time of grant; Paramount was then named ViacomCBS.

  107. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | TSR Peer Group for 2021 Performance Share Grant | | | | | | | | Alphabet | Boeing | Cisco | Fox Corp | IBM | Oracle | Verizon | | Amazon | Charter | Comcast | General Electric | Microsoft | Paramount | Wal-Mart | | Apple | Chevron | Exxon | Intel | Netflix | T-Mobile US | Walt Disney |

  108. Relative TSR Payout Modifier - Payout Table and Actual Performance

    Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2023 or early 2024 Final Award Determination: Performance Shares Granted in 2021 (75% of the Long-Term Award)

  109. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | | | Shares and Performance Attainment Shares granted X (ROIC Attainment +/- TSR Modifier) = Shares Distributed | | | | Final Award Shares distributed X $17.18 = Final Award Paid | | | NEO | Target Value | Shares Granted | ROIC Attainment | TSR Modifier | Shares Distributed | Ending Stock Price | Final Award Paid | | J. Stankey | $10,125,000 | 429,011 | 113% | 0 | 484,782 | $17.18 | $8,328,562 | | P. Desroches | $4,500,000 | 190,672 | 113% | 0 | 215,459 | $17.18 | $3,701,592 | | L. Lee | $3,018,750 | 127,909 | 113% | 0 | 144,537 | $17.18 | $2,483,149 | | D. McAtee | $4,012,500 | 170,016 | 113% | 0 | 192,118 | $17.18 | $3,300,589 | | J. McElfresh | $6,375,000 | 270,118 | 113% | 0 | 305,233 | $17.18 | $5,243,909 |

  110. Relative TSR Payout Modifier - Payout Table and Actual Performance

    On January 28, 2021, the Committee awarded the Performance Share grant values shown above. The number of shares was based on the AT&T closing stock price of $21.74. The shares granted and closing stock price were adjusted for the WarnerMedia (WM) spin-off that occurred in 2022 (the Committee approved an increase in the number of shares underlying the impacted equity awards using the AT&T Adjustment Ratio of approximately 1.2202; the ratio was the result of the volume weighted average price of AT&T stock for the 10 trading days prior to, and the 10 trading days following the close of the transaction). The Company’s common stock price change over the 3-year performance period reduced the value of the shares earned. Therefore, NEOs realized 82% of the annual grant.

  111. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | AT&T INC. | 50 | 2024 PROXY |

  112. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  113. Relative TSR Payout Modifier - Payout Table and Actual Performance

    Final Award Determination: Restricted Stock Units Granted in 2020, 2021 and 2022 (25% of the Long-Term Award) Three RSU grants paid out in 2023 due to a shift from vesting at the end of four years (cliff vesting) in 2020, to vesting a third each year (ratable vesting) beginning in 2021. These awards appear in the chart below:

  114. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | | RSUs Granted in 2020 (cliff vesting) Shares granted X $16.48 = Final Award Paid | | | RSUs Granted in 2021 (ratable vesting) 33-1/3% of shares granted X $19.55 = Final Award Paid | | | RSUs Granted in 2022 (ratable vesting) 33-1/3% of shares granted X $19.55 = Final Award Paid | | | | NEO | Target Value | Shares Granted | Final Award Paid | Target Value | Shares Granted | Second Tranche of Award Paid | Target Value | Shares Granted | First Tranche of Award Paid | | J. Stankey | $3,375,000 | 117,799 | $1,941,328 | $1,118,362 | 47,668 | $931,909 | $1,125,000 | 56,916 | $1,112,708 | | P. Desroches | n/a | n/a | n/a | $500,000 | 21,185 | $414,167 | $625,000 | 31,620 | $618,171 | | L. Lee | $893,750 | 29,139 | $480,211 | $335,417 | 14,212 | $277,845 | $460,417 | 23,292 | $455,359 | | D. McAtee | $1,337,500 | 43,605 | $718,610 | $445,833 | 18,891 | $369,319 | $570,833 | 28,880 | $564,604 | | J. McElfresh | $1,450,000 | 47,274 | $779,076 | $708,333 | 30,013 | $586,754 | $833,333 | 42,160 | $824,228 |

  115. Relative TSR Payout Modifier - Payout Table and Actual Performance

    On January 30, 2020, the Committee awarded the cliff vesting RSU grant values shown above. The number of RSUs was based on the AT&T closing stock price of $28.25. Shares granted and closing stock price were adjusted for the WM spin-off. The Company’s common stock price change during the 4-year restriction period reduced the value of the units granted, which resulted in NEOs realizing 54% of the annual award granted. In addition to the cliff vesting RSU grants, the Committee awarded a supplemental grant in connection with a promotion:

  116. Relative TSR Payout Modifier - Payout Table and Actual Performance

    | • | On June 25, 2020, the Committee awarded John Stankey a supplemental grant of $1,000,000 (40,368 RSUs) in connection with his promotion to CEO, which is subject to the same terms and conditions as Mr. Stankey’s annual 2020 grant, valued at $2,375,000 (77,431 RSUs). Combined, the grants represent Mr. Stankey’s total target value of $3,375,000 (117,799 RSUs) for 2020 RSUs. |

  117. Relative TSR Payout Modifier - Payout Table and Actual Performance

    On January 28, 2021, the Committee awarded the ratable vesting RSU grant values shown in the above table. The number of RSUs was based on the AT&T closing stock price of $21.74. Shares granted and closing stock price were adjusted for the WM spin-off. The second tranche of the 2021 RSUs vested on January 13, 2023, at the $19.55 AT&T closing stock price. The Company’s common stock price change during the restriction period reduced the value of the units granted. Therefore, each NEO realized 83% of the annual shares granted. On January 27, 2022, the Committee awarded the ratable vesting RSU grant values shown in the above table. The number of RSUs was based on the AT&T closing stock price of $18.21. Shares granted and closing stock price were adjusted for the WM spin-off. The first tranche of the 2022 RSUs vested on January 13, 2023, at the $19.55 AT&T closing stock price. The Company’s common stock price change during the restriction period reduced the value of the units granted. Therefore, each NEO realized 99% of the annual shares granted. In addition to the above, Pascal Desroches received a long-term distribution in February 2023 in the amount of $899,668 from his time-based vested tranches of WM RSUs issued for 2019-2020. Beginning with the 2021 grant, Mr. Desroches received long-term awards in the same form as other NEOs.

  118. 2023 LONG-TERM GRANTS

    2023 LONG-TERM GRANTS In January 2023, our NEOs received long-term awards in the form of:

  119. 2023 LONG-TERM GRANTS

    | Type of Award | Weight | Performance Metrics | Vesting Period | | Performance Shares | 75% | 50% Earnings per Share (EPS) Growth and 50% ROIC with Relative TSR Payout Modifier of 20% (only if positive), 0%, or -20% | 3-year performance period | | RSUs | 25% | Payout value based on common stock price performance only | 3-year restriction period with annual ratable vesting |

  120. 2023 LONG-TERM GRANTS

    | 2024 PROXY | 51 | AT&T INC. |

  121. 2023 LONG-TERM GRANTS

    The associated grant values for these awards were:

  122. 2023 TARGET LONG-TERM VALUES

    2023 TARGET LONG-TERM VALUES

  123. 2023 TARGET LONG-TERM VALUES

    | Name | Performance Shares ($) | RSUs ($) | | John Stankey | 12,375,000 | 4,125,000 | | Pascal Desroches | 5,625,000 | 1,875,000 | | Lori Lee | 3,843,750 | 1,281,250 | | David McAtee | 5,250,000 | 1,750,000 | | Jeff McElfresh | 6,750,000 | 2,250,000 |

  124. 2023 TARGET LONG-TERM VALUES

    The above table summarizes annual awards of Performance Shares and RSUs approved in 2023. The total long-term target for 2023 is shown in the 2023 Total Target Compensation and Pay Mix section.

  125. 2023 PERFORMANCE SHARE GRANTS

    2023 PERFORMANCE SHARE GRANTS The Performance Shares granted in 2023 are for the 2023-2025 performance period. The Committee determined that the Performance Shares would be tied to EPS Growth and ROIC performance metrics with a payout modifier based on a comparison of AT&T’s TSR to our AT&T Peer Group. EPS Goal—Payout Table Calculation and Description We established a three-year compound annual growth rate EPS performance target. Payouts may occur above or below the target depending on performance achievement. We calculate EPS by taking our annual adjusted net income minus minority and preferred interest and divide by our weighted average shares outstanding for the relevant year, subject to adjustments. A three-year compound annual growth rate is then computed by comparing the EPS for the final year of the performance period to the base year of the performance (year-end 2022) to determine the final performance. We do not disclose the internal absolute performance targets set for the three-year performance period because such disclosure would include competitively sensitive information and could be construed as earnings guidance; however, EPS performance targets are generally aligned to the Company’s long-term financial objectives and are disclosed following the end of the performance period. Potential payouts range from 0% to 200% of the number of Performance Shares granted. ROIC Goal—Payout Table Calculation and Description We established a ROIC performance target at the beginning of the three-year performance period. Payouts may occur above or below the target depending on performance achievement. We calculate ROIC for the 2023-2025 performance period by taking our annual reported net income minus minority interest and adding after-tax interest expense and dividing that result by the total of the average debt and average stockholder equity for the relevant year, subject to adjustments. The ROIC for each year is then averaged over the three-year performance period to determine the final performance. We do not disclose the internal absolute performance targets set for the three-year performance period because such disclosure would include competitively sensitive information and could be construed as earnings guidance; however, ROIC performance targets are generally aligned to the Company’s long-term financial objectives and are disclosed following the end of the performance period. Potential payouts range from 0% to 200% of the number of Performance Shares granted. Performance Exclusions The following performance exclusions apply to the 2023 Performance Share grants. For mergers and acquisitions and disposition activity for significant equity investments or direct or indirect ownership over $2.0 billion, we exclude the dilutive and cash flow impacts of intangible amortization, asset write-offs and impairments, accelerated depreciation, and transaction and restructuring costs so that the impact of certain significant transactions, including those which may not have been contemplated in the determination of a

  126. 2023 PERFORMANCE SHARE GRANTS

    | AT&T INC. | 52 | 2024 PROXY |

  127. 2023 PERFORMANCE SHARE GRANTS

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  128. 2023 PERFORMANCE SHARE GRANTS

    performance metric, will not have an impact on the performance results. We also exclude the dilutive or accretive and cash flow impacts of certain matters to the extent the collective net impact of such matters in one of the following specific categories exceeds $300 million in a calendar year: changes in accounting principles, changes in federal or state tax laws, expenses caused by natural disasters, accounting write-downs of goodwill, other intangible assets and fixed assets, and accounting gains/losses from asset dispositions and severance costs. Further exclusions are dilutive or accretive impact to EPS from repurchases of common shares that varies from budgeted levels of repurchases, and dilutive impacts related to issuances of common shares for purposes of merger and acquisition activity. Additionally, we disregard the actuarial and mark-to-market gains and losses related to the assets and liabilities of pension and other post-retirement benefit plans and rabbi trusts and benefit plan funding that varies from budget. TSR Performance Modifier We believe that TSR is an important measure because it helps ensure that our executives’ interests are aligned with those of stockholders. This modifier provides that 2023 Performance Share Award payouts may be adjusted based on our positive or negative TSR (stock appreciation plus reinvestment of dividends) performance relative to our AT&T Peer Group. TSR performance will be measured over the entire performance period.

  129. 2023-2025 Performance Period

    | AT&T Return vs. TSR Peer Group | Payout Modifier | | Top Quartile | Add 20 Percentage Points to Final ROIC/EPS Growth Payout Percentage; however, no TSR modifier will apply if AT&T’s relative TSR is negative | | Quartile 2 Quartile 3 | No Adjustment to ROIC/EPS Growth Payout Percentage | | Quartile 4 | Subtract 20 Percentage Points from Final ROIC/EPS Growth Payout Percentage |

  130. 2023 RESTRICTED STOCK UNIT GRANTS

    2023 RESTRICTED STOCK UNIT GRANTS The Committee awarded 2023 RSU grants that will vest and distribute 33-1/3% each year over three years. Other grant terms include: (i) dividend equivalents paid quarterly on outstanding RSU grants in cash at the time regular dividends are paid on our common stock, (ii) paid 100% in stock to further tie executives’ interests to those of stockholders, (iii) fully vested at grant for retirement eligible officers; however, the award does not distribute until the scheduled distribution date, and (iv) continues to comprise 25% of NEOs’ total long-term incentives with 75% of total long-term incentives granted in the form of Performance Shares.

  131. 2023 RESTRICTED STOCK UNIT GRANTS

    | 2024 PROXY | 53 | AT&T INC. |

  132. INDEPENDENT COMPENSATION CONSULTANT

    INDEPENDENT COMPENSATION CONSULTANT The Committee is authorized by its charter to employ an independent compensation consultant and other advisors. The Committee has selected Frederic W. Cook & Co., Inc. (FW Cook) to serve as its independent consultant. The consultant reports directly to the Committee. Other than advising the Corporate Governance and Nominating Committee on director compensation, FW Cook provides no other services to AT&T. To ensure that it continues to receive comprehensive, expert consulting services, and recommendations for setting executive pay to retain and attract talent to execute the Company’s strategic objectives, in 2022 the Committee initiated a Request for Proposal (RFP) process for independent compensation consultant services. FW Cook was invited to respond to the RFP, as were several other companies that provide independent compensation consultant services. After a thorough review process with evaluation of the candidates, the Committee renewed its engagement with FW Cook for independent compensation consultant services. The consultant:

  133. INDEPENDENT COMPENSATION CONSULTANT

    | • | Attends all Committee meetings; |

  134. INDEPENDENT COMPENSATION CONSULTANT

    | • | Regularly updates the Committee on market trends, changing practices, and legislation |

  135. INDEPENDENT COMPENSATION CONSULTANT

    | AT&T INC. | 56 | 2024 PROXY |

  136. INDEPENDENT COMPENSATION CONSULTANT

    | COMPENSATION DISCUSSION AND ANALYSIS | |

  137. INDEPENDENT COMPENSATION CONSULTANT

    | pertaining to executive compensation and benefits; |

  138. INDEPENDENT COMPENSATION CONSULTANT

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

  139. INDEPENDENT COMPENSATION CONSULTANT

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

  140. INDEPENDENT COMPENSATION CONSULTANT

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

  141. INDEPENDENT COMPENSATION CONSULTANT

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

  142. INDEPENDENT COMPENSATION CONSULTANT

    | • | Assists the Committee in making pay determinations for the CEO; and |

  143. 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. |

  144. 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:

  145. INDEPENDENT COMPENSATION CONSULTANT

    | • | Other services provided to AT&T |

  146. INDEPENDENT COMPENSATION CONSULTANT

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

  147. INDEPENDENT COMPENSATION CONSULTANT

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

  148. INDEPENDENT COMPENSATION CONSULTANT

    | • | Other relationships with compensation committee members |

  149. INDEPENDENT COMPENSATION CONSULTANT

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

  150. INDEPENDENT COMPENSATION CONSULTANT

    | • | Other relationships with Executive Officers |

  151. 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.

  152. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below discloses compensation provided to AT&T’s Named Executive Officers (NEOs), including the Chief Executive Officer, the Chief Financial Officer, and the other three most highly compensated Executive Officers. Compensation information is provided for the years each person in the table was a Named Executive Officer since 2021.

  153. 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 | 2023 | 2,400,000 | 0 | 16,500,000 | 0 | 6,440,000 | 750,966 | 359,191 | 26,450,157 | | | 2022 | 2,400,000 | 0 | 13,499,988 | 0 | 5,320,000 | 1,264,319 | 431,219 | 22,915,526 | | | 2021 | 2,400,000 | 0 | 13,420,341 | 0 | 6,888,000 | 1,468,869 | 643,669 | 24,820,879 | | P. DESROCHES Sr. Exec. Vice Pres. & CFO | 2023 | 1,250,000 | 0 | 7,500,000 | 0 | 3,162,500 | 34,220 | 713,321 | 12,660,041 | | | 2022 | 1,250,000 | 0 | 7,499,993 | 0 | 2,612,500 | 0 | 390,014 | 11,752,507 | | | 2021 | 1,250,000 | 0 | 5,999,990 | 0 | 3,382,500 | 0 | 1,112,643 | 11,745,133 | | L. LEE GMO & Sr. Exec. Vice Pres. International | 2023 | 750,000 | 250,000 | 5,125,020 | 0 | 1,552,500 | 0 | 159,739 | 7,837,259 | | | 2022 | 750,000 | 0 | 5,525,000 | 0 | 1,282,500 | 1,989,542 | 199,363 | 9,746,405 | | | 2021 | 750,000 | 0 | 4,025,002 | 0 | 1,822,500 | 689,009 | 222,746 | 7,509,257 | | D. MCATEE Sr. Exec. Vice Pres. & General Counsel | 2023 | 1,300,000 | 0 | 7,000,000 | 0 | 3,105,000 | 315,467 | 671,096 | 12,391,563 | | | 2022 | 1,300,000 | 0 | 6,850,008 | 0 | 2,232,500 | 0 | 912,807 | 11,295,315 | | | 2021 | 1,300,000 | 0 | 5,350,003 | 0 | 2,890,500 | 201,040 | 801,379 | 10,542,922 | | J. MCELFRESH Chief Operating Officer | 2023 | 1,208,333 | 0 | 9,000,000 | 0 | 3,162,500 | 239,520 | 219,303 | 13,829,656 | | | 2022 | 1,000,000 | 0 | 9,999,983 | 0 | 1,900,000 | 129,818 | 282,845 | 13,312,646 | | | 2021 | 1,000,000 | 0 | 8,500,003 | 0 | 2,420,000 | 134,002 | 275,524 | 12,329,529 |

  154. SUMMARY COMPENSATION TABLE

    NOTE 1. Three of the NEOs deferred portions of their 2023 salary and/or non-equity incentive awards into the Stock Purchase and Deferral Plan to make monthly purchases of Company stock in the form of stock units based on the market price of AT&T stock as follows: Mr. Desroches—$3,379,375; Ms. Lee—$45,000; and Mr. McElfresh—$119,792. 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 69. Salary changes are effective March 1. NOTE 2. Amounts in the Stock Awards column for 2023 represent the grant date values of Performance Shares and Restricted Stock Units. The grant date values of Performance Shares included in the table for 2023 were: Mr. Stankey—$12,375,000; Mr. Desroches—$5,625,000; Ms. Lee—$3,843,760; Mr. McAtee—$5,250,000; and Mr. McElfresh—$6,750,000. The number of Performance Shares distributed at the end of the performance period is dependent upon the achievement of performance goals. Depending upon such achievement, the potential payouts range from 0% of the target number of Performance Shares to a maximum payout of 200% of the target number of Performance Shares. The value of the awards (Performance Shares and Restricted Stock Units) will be further affected by the price of AT&T stock at the time of distribution. The grant date values were determined pursuant to FASB ASC Topic 718. Assumptions used for determining the value of the stock awards reported in these columns are set forth in the relevant AT&T Annual Report to Stockholders in Note 15 to Consolidated Financial Statements, “Share-Based Payments.”

  155. SUMMARY COMPENSATION TABLE

    | AT&T INC. | 58 | 2024 PROXY |

  156. SUMMARY COMPENSATION TABLE

    | EXECUTIVE COMPENSATION TABLES | |

  157. 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 2023: Mr. Stankey—$4,025, Mr. Desroches—$0, Ms. Lee—$0, Mr. McAtee—$0, and Mr. McElfresh—$6,728. Other amounts reported under this heading represent an increase, if any, in actuarial value of the accumulated pension benefits during the reported period. NOTE 4. This column includes personal benefits, Company-paid life insurance premiums and Company matching contributions to deferral plans. AT&T does not provide tax reimbursements to Executive Officers except under the Company’s relocation plan. In valuing personal benefits, AT&T uses the incremental cost of the benefits to the Company. To determine the incremental cost of aircraft usage, we multiply the number of hours of personal flight usage (including “deadhead” flights) by the hourly cost of fuel (Company average) and the hourly cost of maintenance (where such cost is based on hours of use), and we add per flight fees such as landing, ramp and hangar fees, catering, and crew travel costs. Mr. Stankey reimbursed the Company for the incremental cost of his personal use of Company aircraft. Mr. McAtee’s amount shown for use of Company aircraft represents flights taken for medical treatments.

  158. SUMMARY COMPENSATION TABLE

    | | Stankey | Desroches | Lee | McAtee | McElfresh | | PERSONAL BENEFITS | | | | | | | Financial counseling (includes tax preparation and estate planning) | 14,000 | 14,000 | 14,000 | 18,627 | 10,000 | | Auto benefits | 29,013 | 19,459 | 14,042 | 16,618 | 16,997 | | Personal use of Company aircraft | 0 | 0 | 4,263 | 33,727 | 0 | | Health coverage | 75,972 | 19,696 | 73,104 | 73,104 | 18,328 | | Club membership | 51,930 | 0 | 0 | 51,930 | 48,713 | | Communications | 11,178 | 1,350 | 5,447 | 5,917 | 1,455 | | Home security | 29,505 | 3,354 | 3,883 | 13,292 | 0 | | Total Personal Benefits | 211,598 | 57,859 | 114,739 | 213,215 | 95,493 | | Company matching contributions to deferral plans | 15,840 | 655,462 | 45,000 | 440,015 | 81,458 | | Life insurance premiums applicable to the employees’ death benefit | 131,753 | 0 | 0 | 17,866 | 42,352 | | Total | 359,191 | 713,321 | 159,739 | 671,096 | 219,303 |

  159. SUMMARY COMPENSATION TABLE

    | 2024 PROXY | 59 | AT&T INC. |

  160. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  161. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | STANKEY | 1/26/23 | 1,680,000 | 5,600,000 | 8,400,000 | 185,625 | 618,750 | 1,237,500 | 206,250 | | | 16,500,000 | | DESROCHES | 1/26/23 | 825,000 | 2,750,000 | 4,125,000 | 84,375 | 281,250 | 562,500 | 93,750 | | | 7,500,000 | | LEE | 1/26/23 | 405,000 | 1,350,000 | 2,025,000 | 57,656 | 192,188 | 384,376 | 64,063 | | | 5,125,020 | | MCATEE | 1/26/23 | 810,000 | 2,700,000 | 4,050,000 | 78,750 | 262,500 | 525,000 | 87,500 | | | 7,000,000 | | MCELFRESH | 1/26/23 | 825,000 | 2,750,000 | 4,125,000 | 101,250 | 337,500 | 675,000 | 112,500 | | | 9,000,000 |

  162. GRANTS OF PLAN-BASED AWARDS

    NOTE 1. Represents Performance Share awards, discussed beginning on page 51. NOTE 2. Unless otherwise noted, represents Restricted Stock Unit grants, discussed on page 51. The units granted in 2023 are scheduled to vest 33-1/3% and distribute each year in January 2024, 2025, and 2026. Units will also vest upon an employee becoming retirement eligible; however, they are not distributed until the scheduled distribution date. All of the NEOs except for Mr. McAtee were retirement eligible as of the grant date. Mr. McAtee became retirement eligible on November 27, 2023.

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

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table Mr. Stankey The 2018 Incentive Plan provides that in the event an employee retires while retirement eligible under the plan, an award of Performance Shares will be prorated based on the number of months worked during the performance period. AT&T has provided that Performance Shares granted after September 28, 2017 to Mr. Stankey will not be prorated if he remains employed through December 30, 2020, or in the event of certain changes in his reporting. As a result of this provision, Mr. Stankey’s current and future Performance Share grants will not be prorated. Upon closing of the acquisition of WarnerMedia, Mr. Stankey was appointed CEO of Warner Media, LLC. As part of this position, he engaged in extensive business travel, which required him to file state and local income tax returns in a number of jurisdictions. AT&T has agreed to reimburse Mr. Stankey for any legal fees he incurs in the defense of his state and local income tax returns relating to periods when he was CEO of Warner Media.

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

    | AT&T INC. | 60 | 2024 PROXY |

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

    | EXECUTIVE COMPENSATION TABLES | |

  166. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

  167. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexer- cisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (1) (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plans Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) (#) | Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) ($) | | STANKEY | | | | | | | | | | 2023-2025 Perf. Shares | | | | | 0 | 0 | 1,113,750 | 18,688,725 | | 2022-2024 Perf. Shares | | | | | 0 | 0 | 768,377 | 12,893,366 | | DESROCHES | | | | | | | | | | 2023-2025 Perf. Shares | | | | | 0 | 0 | 506,250 | 8,494,875 | | 2022-2024 Perf. Shares | | | | | 0 | 0 | 426,876 | 7,162,979 | | LEE | | | | | | | | | | 2023-2025 Perf. Shares | | | | | 0 | 0 | 345,938 | 5,804,840 | | 2022-2024 Perf. Shares | | | | | 0 | 0 | 314,465 | 5,276,723 | | MCATEE | | | | | | | | | | 2023-2025 Perf. Shares | | | | | 0 | 0 | 472,500 | 7,928,550 | | 2022-2024 Perf. Shares | | | | | 0 | 0 | 389,882 | 6,542,220 | | 2020 RSUs – Retention Grant | | | | | 372,294 | 6,247,093 | 0 | 0 | | MCELFRESH | | | | | | | | | | 2023-2025 Perf. Shares | | | | | 0 | 0 | 607,500 | 10,193,850 | | 2022-2024 Perf. Shares | | | | | 0 | 0 | 569,168 | 9,550,639 | | 2019 Restricted Stock Award – Retention Grant | | | | | 64,447 | 1,081,421 | 0 | 0 |

  168. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    NOTE 1. Mr. McElfresh’s 2019 Restricted Stock Award grant vests in December 2024. Mr. McAtee’s 2020 grant of Restricted Stock Units vests in April 2030. NOTE 2. Performance Shares are distributed after the end of the performance period shown for each award. The actual number of shares distributed is dependent upon the achievement of the related performance objectives and approval of the Committee. In this column, we report the number of outstanding Performance Shares and their theoretical value based on the price of AT&T stock on December 31, 2023. In calculating the number of Performance Shares and their value, we are required by SEC rules to compare the Company’s performance through 2023 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 measures for the 2022 and 2023 grants are 50% ROIC and 50% EPS Growth with a payout adjustment for the relative TSR modifier. As of the end of 2023, for the 2022 grant the ROIC achievement was above target, the EPS Growth achievement was below target and the TSR modifier was in the third quartile. As a result, the 2022 grant was reported based on the weighted achievement result for ROIC at the maximum payout and EPS Growth at target with a 0% payout adjustment for the relative TSR modifier. For the 2023 grant the ROIC achievement was above target, the EPS Growth achievement was above target and the TSR modifier was in the fourth quartile. As a result, the 2023 grant was reported based on the weighted achievement result for ROIC and EPS Growth at the maximum payout with a -20% payout adjustment for the relative TSR modifier.

  169. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | 2024 PROXY | 61 | AT&T INC. |

  170. OPTION EXERCISES AND STOCK VESTED DURING 2023

    OPTION EXERCISES AND STOCK VESTED DURING 2023

  171. OPTION EXERCISES AND STOCK VESTED DURING 2023

    | | 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 | 691,032 | 12,453,562 | | DESROCHES | 0 | 0 | 309,209 | 5,576,592 | | LEE | 0 | 0 | 208,600 | 3,764,409 | | MCATEE | 0 | 0 | 498,388 | 8,594,265 | | MCELFRESH | 0 | 0 | 417,733 | 7,493,909 |

  172. OPTION EXERCISES AND STOCK VESTED DURING 2023

    NOTE 1. The table above shows the Performance Shares and Restricted Stock Units that vested in 2023. The Restricted Stock Units that vested in 2023 were not distributed. Restricted Stock Units vest at the earlier of the scheduled vesting date or upon the employee becoming retirement eligible. If the units vest because of retirement eligibility, they are not distributed until the scheduled vesting date. Restricted Stock Units granted in 2023 to the following NEOs vested at grant because of their retirement eligibility (or upon becoming retirement eligible later in 2023, in the case of Mr. McAtee) but will be distributed in prorated payments of 33-1/3% each year in 2024, 2025 and 2026: Mr. Stankey—206,250, Mr. Desroches—93,750, Ms. Lee—64,063, Mr. McAtee—87,500, and Mr. McElfresh—112,500.

  173. OPTION EXERCISES AND STOCK VESTED DURING 2023

    | AT&T INC. | 62 | 2024 PROXY |

  174. OPTION EXERCISES AND STOCK VESTED DURING 2023

    | EXECUTIVE COMPENSATION TABLES | |

  175. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2023)

    PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2023)

  176. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2023)

    | 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 | 38 | 1,643,076 | 0 | | | Supplemental Retirement Income Plan (SRIP) | 19 | 484,825 | 0 | | | SERP | 34 | 34,445,144 | 0 | | DESROCHES | Pension Benefit Plan—WarnerMedia Component Part | 9 | 294,183 | 0 | | | WarnerMedia Excess Pension Benefit Plan | 9 | 186,459 | 0 | | LEE | Pension Benefit Plan—Nonbargained Program | 26 | 1,285,453 | 0 | | | Pension Benefit Make Up Plan | 9 | 54,656 | 0 | | | SERP | 25 | 14,067,400 | 0 | | MCATEE | Pension Benefit Plan—MCB Program | 11 | 176,077 | 0 | | | Pension Benefit Make Up Plan | 11 | 1,494,454 | 0 | | MCELFRESH | Pension Benefit Plan—Mobility and Southeast Management Programs | 28 | 431,953 | 0 | | | Pension Benefit Make Up Plan | 28 | 645,025 | 0 |

  177. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2023)

    NOTE 1. Pension benefits reflected in the above table were determined using the methodology and material assumptions set forth in the 2023 AT&T Annual Report to Stockholders in Note 14 to Consolidated Financial Statements, “Pension and Postretirement Benefits,” except that, as required by SEC regulations, the assumed retirement age is the specified normal retirement age in the plan unless the plan provides a younger age at which benefits may be received without a discount based on age, in which case the younger age is used. For the Nonbargained Program under the AT&T Pension Benefit Plan and the Pension Benefit Make Up Plan, the assumed retirement age is the date a participant is at least age 55 and meets the “modified rule of 75,” which requires certain combinations of age and service that total at least 75. For the Mobility Program, Southeast Management Program and the Management Cash Balance Program under the AT&T Pension Benefit Plan, the assumed retirement age for the cash balance formula is age 65. For the WarnerMedia Component Part and WarnerMedia, LLC Excess Benefit Pension Plan, the assumed retirement age is the date a participant attains age 62. For the AT&T SRIP and its successor, the 2005 SERP, the assumed retirement age for active employees as of 12/31/2023 is the earlier of the date the participant (i) reaches age 60, (ii) attains 30 years of service (when an employee may retire without discounts for age), or (iii) has pension accruals frozen, though not earlier than the 12/31/2023 measurement date. The SRIP/SERP benefits have been reduced for benefits available under the qualified plans and by a specified amount that approximates benefits available under other nonqualified plans included in the table.

  178. PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2023)

    | 2024 PROXY | 63 | AT&T INC. |

  179. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  180. 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 | 0 | 0 | (31,357) | 0 | 1,154,345 | | | Cash Deferral Plan | 0 | 0 | 14,084 | 0 | 280,746 | | | 2018 Incentive Plan | 4,125,000 | 0 | (365,280) | 4,354,392 | 7,843,643 | | DESROCHES | Stock Purchase and Deferral Plan | 2,856,875 | 637,525 | (168,121) | 518,991 | 3,321,819 | | | WarnerMedia Employee Supplemental Savings Plan | 0 | 0 | 697,148 | 0 | 5,501,665 | | | 2018 Incentive Plan | 1,875,000 | 0 | (153,789) | 2,153,601 | 3,124,226 | | LEE | Stock Purchase and Deferral Plan | 45,000 | 29,160 | 1,386 | 76,260 | 196,193 | | | 2018 Incentive Plan | 1,281,260 | 0 | (99,170) | 1,578,104 | 2,487,803 | | MCATEE | Stock Purchase and Deferral Plan | 2,120,875 | 424,175 | (133,153) | 3,734,204 | 2,379,808 | | | 2018 Incentive Plan | 3,367,709 | 0 | 116,793 | 128,368 | 3,356,134 | | MCELFRESH | Stock Purchase and Deferral Plan | 119,792 | 65,618 | (46,407) | 195,898 | 2,343,695 | | | Cash Deferral Plan | 0 | 0 | 23,532 | 55,890 | 458,152 | | | 2018 Incentive Plan | 2,250,000 | 0 | (206,095) | 2,354,041 | 4,427,990 |

  181. NONQUALIFIED DEFERRED COMPENSATION

    NOTE 1. Amounts attributed to the Stock Purchase and Deferral Plan, Cash Deferral Plan or WM Supplemental Savings Plan also include amounts from their predecessor plans. No further contributions are permitted under the predecessor plans. Amounts attributed to the 2018 Incentive Plan reflect the value, as of December 31, 2023, of Restricted Stock Units that have vested under the terms of the Plan due to the recipients’ retirement eligibility but that will not be distributed until the scheduled vesting dates. 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 2023 in the “Summary Compensation Table”: Mr. Stankey—$4,025, Mr. Desroches—$1,010,775, Ms. Lee—$74,160, Mr. McAtee—$424,175, and Mr. McElfresh—$192,138. Of the amounts reported in the aggregate balance column, the following aggregate amounts were previously reported in the “Summary Compensation Table” for 2022 and 2021, combined: Mr. Stankey—$6,360, Mr. Desroches—$2,496,575, and Mr. McElfresh—$1,201,641. NOTE 3. Aggregate Earnings include interest, dividend equivalents, and stock price appreciation/depreciation. The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the “Summary Compensation Table” includes only the interest that exceeds the SEC market rate, as shown in Note 3 to the “Summary Compensation Table”.

  182. NONQUALIFIED DEFERRED COMPENSATION

    | AT&T INC. | 68 | 2024 PROXY |

  183. NONQUALIFIED DEFERRED COMPENSATION

    | EXECUTIVE COMPENSATION TABLES | |

  184. 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. 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 2023 in accordance with the Change in Control Severance Plan, the following estimated severance payments would have been paid in a lump sum.

  185. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

    STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES If a stockholder wishes to present a proposal (other than pursuant to Exchange Act Rule 14a-8) or nominate a person for election as a Director at the 2025 Annual Meeting of Stockholders (other than pursuant to the proxy access provisions of the Company’s Bylaws), such proposal or nomination must be received by the Office of the Corporate Secretary , AT&T Inc., 208 S. Akard, Suite 2951, Dallas, Texas 75202 not less than 90 days nor more than 120 days before the anniversary of the prior Annual Meeting of Stockholders. Since the Annual Meeting of Stockholders will be held on May 16, 2024, written notice of any such proposal or nomination must be received by the Company no earlier than January 16, 2025, and no later than February 15, 2025. In addition, such proposal or nomination must meet certain other requirements and provide such additional information as provided in the advance notice provisions of the Company’s Bylaws. A copy of the Company’s Bylaws may be obtained without charge from the Office of the Corporate Secretary of AT&T. Special notice provisions apply under the Bylaws if the date of the Annual Meeting is more than 30 days before or 70 days after the anniversary date. In addition to satisfying the deadlines in the advance notice provisions of the Company’s Bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide the notice required under Exchange Act Rule 14a-19 to the Office of the Corporate Secretary of AT&T no later than March 19, 2025. Stockholder proposals intended to be included in the proxy materials for the 2025 Annual Meeting pursuant to Exchange Act Rule 14a-8 must be received by December 5, 2024. Such proposals should be sent in writing by courier or certified mail to the Office of the Corporate Secretary, AT&T Inc., 208 S. Akard Street, Suite 2951, Dallas, Texas 75202. Stockholder proposals that are sent to any other person or location or by any other means may not be received in a timely manner. Nominations for a Director intended for inclusion in the Company’s proxy materials for the 2025 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 Office of the Corporate Secretary, AT&T Inc., at 208 S. Akard, Suite 2951, Dallas, Texas 75202 not less than 120 days nor more than 150 days before the anniversary of the date that the Company mailed its Proxy Statement for the prior year’s Annual Meeting of Stockholders. For the 2025 Annual Meeting, written notice of any such nomination must be received by the Company no earlier than November 5, 2024 and no later than December 5, 2024.

  186. CEO PAY RATIO

    CEO PAY RATIO We determined the pay ratio by dividing the total 2023 compensation of the CEO as disclosed in the Summary Compensation Table by the total 2023 compensation of the median employee, using the same components of compensation and valuation methodology as used in the Summary Compensation Table for the CEO. The total compensation of our median employee is $137,176. The final pay ratio calculation is 193:1.

  187. CEO PAY RATIO

    | | Determination of CEO Pay Ratio | | | Step 1 | Total compensation of the CEO(1) | $26,450,157 | | Step 2 | Total compensation of the median employee(2) | $137,176 | | Step 3 | Divide compensation of the CEO by the median employee | 192.8 | | Result | CEO pay ratio | 193:1 |

  188. CEO PAY RATIO

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

  189. CEO PAY RATIO

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

  190. CEO PAY RATIO

    | AT&T INC. | 72 | 2024 PROXY |

  191. CEO PAY RATIO

    | OTHER INFORMATION | |

  192. CEO PAY RATIO

    Our median employee for 2023 was determined using the compensation of employees who were actively employed on October 1, 2023. We used cash compensation earned during the first 3 quarters of the year to determine the median employee.

  193. CEO PAY RATIO

    | | Determination of Number of Employees for Selection of Median Employee Using the Measurement Date of October 1, 2023 | | | Step 1 | Identify all active employees globally excluding the CEO | 149,275 | | Step 2 | Exclude all non-US based employees except those in the 2 foreign countries with our largest employee populations | (6,097) | | Result | Employees used to determine the median employee | 143,178 |

  194. CEO PAY RATIO

    | DETERMINATION OF NUMBER OF GLOBAL EMPLOYEES USING THE MEASUREMENT DATE OF OCTOBER 1, 2023 | | | | | | | | | Step 1 | Identify all active US-based employees | | | | | | 123,055 | | Step 2 | Identify all active non-US based employees in foreign countries with our largest employee populations: | | | | | | 20,123 | | | Mexico | 17,335 | India | 2,788 | | | | | Step 3 | Identify all active non-US based employees in the other 37 foreign countries: | | | | | | 6,097 | | | Argentina | 95 | Australia | 71 | Austria | 6 | | | | Belgium | 47 | Brazil | 170 | Canada | 112 | | | | Chile | 14 | China | 29 | Colombia | 7 | | | | Costa Rica | 10 | Czech Republic | 1,082 | Denmark | 11 | | | | France | 66 | Germany | 111 | Hong Kong | 97 | | | | Ireland | 29 | Israel | 448 | Italy | 26 | | | | Japan | 60 | Malaysia | 130 | Netherlands | 82 | | | | New Zealand | 4 | Panama | 3 | Philippines | 11 | | | | Poland | 246 | Singapore | 117 | Slovakia | 2,443 | | | | South Africa | 4 | South Korea | 11 | Spain | 61 | | | | Sweden | 9 | Switzerland | 6 | Taiwan | 11 | | | | Thailand | 4 | Turkey | 3 | United Kingdom | 457 | | | | Utd. Arab Emir. | 4 | | | | | | | Result | Total number of active global employees excluding the CEO | | | | | | 149,275 |

  195. CEO PAY RATIO

    | 2024 PROXY | 73 | AT&T INC. |

  196. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In this section, we are including the required disclosure for pay versus performance as defined by the Securities and Exchange Commission (SEC) for our principal executive officer(s) (PEO(s)) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  197. PAY VERSUS PERFORMANCE

    | Pay Versus Performance | | | | | | | | | | | | | Year 1 | Summary Compensation Table Total for John Stankey CEO | Summary Compensation Table Total for Randall Stephenson CEO | Comp Actually Paid to John Stankey CEO 2,3 | Comp Actually Paid to Randall Stephenson CEO 2,3 | Average Summary Compensation Table Total for Non-CEO NEOs | Average Comp Actually Paid to Non-CEO NEOs 2,3 | Value of Initial Fixed $100 Investment Based On: 4 | | Net Income (Loss) $M | | Standalone AT&T Adjusted Operating Income $M 5 | | | | | | | | | AT&T TSR | S&P 500 CSI | | | | | 2023 | $26,450,157 | — | $23,872,707 | — | $11,679,630 | $10,454,047 | $74 | $141 | | 15,623 | $24,604 | | 2022 | $22,915,526 | — | $22,874,696 | — | $11,526,718 | $11,866,965 | $76 | $90 | ($ | 7,055) | $22,983 | | 2021 | $24,820,879 | — | $20,751,888 | — | $10,436,274 | $8,724,822 | $72 | $150 | | 21,479 | $22,235 | | 2020 | $21,020,917 | $29,154,628 | $20,036,787 | $14,391,221 | $23,872,620 | $20,906,996 | $79 | $124 | ($ | 3,821) | $22,463 |

  198. PAY VERSUS PERFORMANCE

    Note 1. John Stankey succeeded Randall Stephenson as CEO on July 1, 2020. The remaining NEOs for each year are presented as follows:

  199. PAY VERSUS PERFORMANCE

    | • | 2023: Pascal Desroches, Lori Lee, David McAtee, and Jeff McElfresh |

  200. PAY VERSUS PERFORMANCE

    | • | 2022: Pascal Desroches, Lori Lee, David McAtee, and Jeff McElfresh |

  201. PAY VERSUS PERFORMANCE

    | • | 2021: Pascal Desroches, Lori Lee, David McAtee, Jeff McElfresh, John Stephens, and Randall Stephenson |

  202. PAY VERSUS PERFORMANCE

    | • | 2020: John Stephens, Jason Kilar, David McAtee, and Jeff McElfresh |

  203. PAY VERSUS PERFORMANCE

    Note 2. Compensation Actually Paid (CAP) is the Summary Compensation Table (SCT) total value for the period shown with adjustments for equity awards and pension. CAP reflects equity awards based on the mark-to-market valuation for cash settled portions of awards under Accounting Standards Codification Topic 718: Compensation – Stock Compensation for each period in the above table. Pension values for CAP reflect the pension service cost as used in the financial statements for each period shown in the above table. Note 3. Previously reported CAP for 2020, 2021, and 2022 have been recalculated based on recent guidance from the SEC clarifying that equity awards should be treated as vested in the CAP calculation when the holder achieves retirement eligible status if the awards allow for accelerated vesting when retirement eligibility is satisfied with no other conditions. Note 4. The company must calculate TSR with a base investment of $100 in a manner consistent with the SEC stock performance graph disclosure requirements over the cumulative period covered in the disclosure (i.e., for 2020 the table represents the TSR over 2020, the TSR for 2021 represents the cumulative TSR over 2020 and 2021, etc.). The peer group used for comparison is the S&P 500 Communication Services Index (CSI). Note 5. Standalone AT&T results reflect the historical operating results of the company presented as continuing operations and exclude U.S. Video and other dispositions included in Corporate and Other that did not meet the criteria for discontinued operations. Standalone AT&T results are presented to provide 2020 and 2021 full-year results that are comparable to 2022 and 2023 continuing operations financial data. Standalone AT&T Adjusted Operating Income differs from Adjusted Operating Income presented in our quarterly earnings material, and is calculated by adjusting AT&T’s Operating Income (Loss) from Continuing Operations for the following items: (1) transaction, impairment and depreciation and amortization costs associated with merger, acquisition and disposition activity for transactions when enterprise value exceeds $2.0 billion; (2) costs related to changes in accounting principles, changes in tax laws, natural disasters, impairments and abandonments of goodwill, other intangibles and fixed assets and, gains and losses related to asset dispositions and mark-to-market activity, in each case, in excess of $500 million for 2022 and 2021, and in-excess of $300 million for 2023; additionally, for 2023, the actuarial and gains and losses related to the assets and liabilities of pension and other post-retirement benefit plans and rabbi trusts and benefit plan funding that varies from budget; and (3) severance

  204. PAY VERSUS PERFORMANCE

    | AT&T INC. | 74 | 2024 PROXY |

  205. PAY VERSUS PERFORMANCE

    | OTHER INFORMATION | |

  206. PAY VERSUS PERFORMANCE

    charges in excess of $200 million for 2022, and in excess of $300 million for 2023. Standalone AT&T Adjusted Operating Income also removes the results from U.S. Video operations and other dispositions that did not meet the criteria for discontinued operations, which impacts 2021 and 2020. Compensation Actually Paid (CAP) calculations are as follows:

  207. PAY VERSUS PERFORMANCE

    | CEO SCT Total to CAP Reconciliation | | | | | | | | | | | | Year | CEO | Summary Compensation Table Total | Deductions from SCT Total for Equity Awards | | Deductions from SCT Total for Pension Benefits | | Additions to SCT Total for Equity Awards 1,2 | Additions to SCT Total for Pension Service Costs 1,3 | | CAP 2 | | 2023 | John Stankey | $26,450,157 | ($ | 16,500,000) | ($ | 746,941) | $14,669,708 | ($ | 217) | $23,872,707 | | 2022 | John Stankey | $22,915,526 | ($ | 13,499,988) | ($ | 1,262,050) | $14,718,993 | | 2,215 | $22,874,696 | | 2021 | John Stankey | $24,820,879 | ($ | 13,420,341) | ($ | 1,464,778) | $10,877,758 | ($ | 61,630) | $20,751,888 | | 2020 | John Stankey | $21,020,917 | ($ | 13,499,999) | ($ | 1,409,983) | $8,210,854 | | 5,714,998 | $20,036,787 | | 2020 | Randall Stephenson | $29,154,628 | ($ | 20,999,989) | ($ | 3,712,667) | $9,940,559 | | 8,690 | $14,391,221 |

  208. PAY VERSUS PERFORMANCE

    Note 1. The following table shows each of the amounts added or deducted to arrive at the Additions to SCT Total for both Equity Awards and Pension Costs:

  209. PAY VERSUS PERFORMANCE

    | | | Equity | | | | | | | | Pension | | | | | | | Year | CEO | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | Service Cost | | Prior Service Cost | | Total Service Cost | | | 2023 | John Stankey | $10,278,799 | ($ | 1,708,660) | $4,125,000 | | 311,691 | $1,662,878 | $14,669,708 | ($ | 217) | | 0 | ($ | 217) | | 2022 | John Stankey | $11,316,638 | ($ | 1,436,890) | $3,374,991 | ($ | 53,056) | $1,517,311 | $14,718,993 | | 2,215 | | 0 | | 2,215 | | 2021 | John Stankey | $7,783,605 | ($ | 1,978,709) | $3,375,014 | | 5,389 | $1,692,459 | $10,877,758 | ($ | 61,630) | | 0 | ($ | 61,630) | | 2020 | John Stankey | $7,495,851 | ($ | 3,791,693) | $3,375,017 | ($ | 93,889) | $1,225,568 | $8,210,854 | | 153,016 | | 5,561,982 | | 5,714,998 | | 2020 | Randall Stephenson | $10,891,599 | ($ | 8,495,365) | $5,250,007 | ($ | 223,992) | $2,518,311 | $9,940,559 | | 9,186 | ($ | 496) | | 8,690 |

  210. PAY VERSUS PERFORMANCE

    Note 2. Based on updated SEC guidance, Total Equity Award adjustment calculations for 2023 assume vesting upon retirement eligibility date for Restricted Stock Units (RSUs). Dividend equivalents for vested RSUs are not included in equity adjustments for CAP. Prior year Total Equity Award adjustments for 2020, 2021, and 2022 for John Stankey and 2020 adjustments for Randall Stephenson have been recalculated for ease of year-over-year comparison. Note 3. The Supplemental Employee Retirement Plan (SERP) was amended in 2020 to freeze Mr. Stankey’s benefit accruals effective 12/31/2019 and convert it to a cash balance account earning annual interest at 3.7% (as disclosed in prior years’ CD&As). This amendment resulted in a one-time Prior Service Cost to account for the change in pension liability. For 2020, the total Pension Cost shown above includes the annual Service Cost (for annual benefit accrual) and this additional Prior Service Cost. Mr. Stankey’s 2021, 2022, and 2023 Pension Costs do not include any Prior Service Cost since there were no applicable plan amendments. In 2021, his qualified management pension increased more than the SERP benefit; it is used as an offset to the gross SERP formula, resulting in a net negative Service Cost for all pension benefits. In 2022, the management pension increased by approximately the same amount that the SERP benefit decreased, resulting in a small positive net Service Cost.

  211. PAY VERSUS PERFORMANCE

    | 2024 PROXY | 75 | AT&T INC. |

  212. PAY VERSUS PERFORMANCE

    Mr. Stephenson’s 2020 Pension Cost does not include any Prior Service Cost since his SERP benefit was frozen effective 12/31/2012 and the amendment was accounted for in 2013. His management pension increased somewhat more than the amount the SERP benefit decreased during 2020, resulting in a modest positive net Service Cost.

  213. PAY VERSUS PERFORMANCE

    | Average Non-CEO NEO’s SCT Total to CAP Reconciliation | | | | | | | | | | Year | Summary Compensation Table Total | Deductions from SCT Total for Equity Awards | | Deductions from SCT Total for Pension Benefits | | Additions to SCT Total for Equity Award 1,2 | Additions to SCT Total for Pension Costs 1 | CAP 2 | | 2023 | $11,679,630 | ($ | 7,156,255) | ($ | 145,620) | $6,025,311 | $50,981 | $10,454,047 | | 2022 | $11,526,718 | ($ | 7,468,746) | ($ | 528,796) | $8,150,222 | $187,567 | $11,866,965 | | 2021 | $10,436,274 | ($ | 3,979,166) | ($ | 785,922) | $2,760,131 | $293,505 | $8,724,822 | | 2020 | $23,872,620 | ($ | 20,033,747) | ($ | 416,313) | $16,833,402 | $651,034 | $20,906,996 |

  214. PAY VERSUS PERFORMANCE

    Note 1. The following table shows each of the Non-CEO NEOs’ average amounts added or deducted to arrive at the Additions to SCT Total for both Equity Awards and Pension Costs:

  215. PAY VERSUS PERFORMANCE

    | | Equity | | | | | | | | Pension | | | | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | Service Cost | Prior Service Cost | Total Service Cost | | 2023 | $4,358,935 | ($ | 1,035,474) | $1,706,159 | | 41,327 | $954,364 | $6,025,311 | $50,981 | $0 | $50,981 | | 2022 | $6,659,592 | ($ | 762,402) | $1,439,060 | ($ | 11,723) | $825,696 | $8,150,222 | $187,567 | $0 | $187,567 | | 2021 | $2,484,647 | ($ | 1,586,659) | $771,874 | | 8,166 | $1,082,103 | $2,760,131 | $126,293 | $167,212 | $293,505 | | 2020 | $17,129,529 | ($ | 2,384,911) | $951,477 | ($ | 141,558) | $1,278,866 | $16,833,402 | $175,405 | $475,629 | $651,034 |