Beth Mooney
AT&TAbout Beth E. Mooney
Beth E. Mooney, age 70, has served on AT&T’s Board since 2013 and is Chair of the Human Resources Committee, as well as a member of the Executive and Governance & Policy Committees. She is the retired Chairman and CEO of KeyCorp, previously President & COO at KeyCorp, and earlier Senior EVP/CFO at AmSouth Bancorporation; she also served on the Federal Reserve Bank of Cleveland’s board and the Federal Advisory Council. She holds a B.A. in history from the University of Texas at Austin and an MBA from Southern Methodist University, and is classified by AT&T’s Board as an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyCorp | Chairman & Chief Executive Officer | 2011–May 2020 | Led a large regulated financial institution; executive leadership and strategy |
| KeyCorp | President & Chief Operating Officer | 2010–2011 | Operating leadership over bank operations |
| KeyCorp | Vice Chair; Head of Key Community Bank | Joined 2006 | Customer-focused retail banking leadership |
| AmSouth Bancorporation (now Regions Financial) | Senior EVP; Chief Financial Officer | CFO in 2004; SVP since 2000 | Financial leadership; public-company CFO experience |
| Federal Reserve Bank of Cleveland | Director | 2016 | Regional central bank governance |
| Federal Advisory Council (FRB) | Representative (Fourth District) | 2017–2019 | National banking system advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Director | Current | Public company board service |
| Accenture plc | Director | 2021–2025 | Public company board service (past) |
| KeyCorp | Director | 2011–2020 | Public company board service (past) |
Board Governance
| Committee | Role | 2024 Meetings | Mandate |
|---|---|---|---|
| Human Resources Committee | Chair | 5 | Oversees executive compensation and benefit plans; sets CEO/EO pay, officer stock ownership guidelines, and management succession planning |
| Governance & Policy Committee | Member | 5 | Director nominations, board/committee assignments, director compensation; oversees corporate governance, CSR, brand/reputation, and political/charitable giving |
| Executive Committee | Member | 0 | Acts on urgent matters when Board unavailable; full authority to extent permitted by law |
- Independence: Mooney is affirmed independent; all members of Audit, Governance & Policy, and Human Resources Committees are independent .
- Attendance and engagement: The Board held six meetings in 2024; all Directors attended the 2024 Annual Meeting; each Director attended at least 75% of Board and committee meetings .
- Board structure and practices: AT&T highlights an Independent Lead Director, regular sessions of non-management directors, and clawback/restoration policies as governance features .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Director Retainer (Cash) | 140,000 | Standard non-employee director cash retainer |
| Human Resources Committee Chair Retainer (Cash) | 30,000 | Additional chair fee |
| Annual Deferred Stock Units (DSUs) | 220,000 | Granted annually; fully earned and vested at issuance; paid in cash after leaving Board |
| Communications Services Stipend | 4,000 / 6,000 | $4,000 inside AT&T service area; $6,000 outside |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Beth E. Mooney | 170,000 | 220,000 | 390,000 |
- Deferral features: Directors may defer retainers into DSUs or cash accounts; cash deferrals earn interest at Moody’s Long-Term Corporate Bond Yield Average for September of the prior year. DSUs accrue dividend equivalents and are distributed in cash post-service, lump sum or up to three annual installments per director election .
Performance Compensation
- As HR Committee Chair, Mooney oversees AT&T’s pay-for-performance program; 2024 short-term awards tied to compensation-adjusted operating income, free cash flow, and a strategic component; long-term awards tied to three-year adjusted EPS CAGR and ROIC, with a TSR payout modifier .
| 2024 Short-Term Award Metrics | Metric Weight | Attainment | Payout % |
|---|---|---|---|
| Compensation Adjusted Operating Income (Adj OI) | 60% | 102% | 112% |
| Free Cash Flow (FCF) | 20% | 103% | 114% |
| Strategic Component | 20% | N/A | 85% |
| Weighted Average Payout | — | — | 107% |
| 2022–2024 Long-Term Performance Share Metrics | Metric Weight | Attainment | Payout % |
|---|---|---|---|
| 3-year Adj EPS CAGR | 50% | 2.0% | 109% |
| 3-year Avg ROIC | 50% | 9.0% | 119% |
| TSR Payout Modifier | +20% / 0% / -20% | Quartile 2 | 0% |
| Final Long-Term Payout | — | — | 114% |
- 2024 LTI design: Performance Shares (75% weight) measured on Adj EPS CAGR and ROIC with S&P 500-relative TSR modifier; RSUs (25% weight) with three-year restriction and annual ratable vesting; potential payouts range 0–200% .
- TSR peer group for 2022 grant included major technology, media, logistics, and retail companies (e.g., Alphabet, Amazon, Apple, Boeing, Charter, Comcast, Cisco, IBM, Intel, Microsoft, Netflix, Oracle, Salesforce, T-Mobile US, UPS, Verizon, Walmart, Walt Disney) .
- Investor feedback: AT&T’s 2024 say-on-pay received ~90% support; the Committee emphasizes alignment with shareholder interests and balanced short-/long-term focus .
Other Directorships & Interlocks
| Company | Role | Independence/Interlock Notes |
|---|---|---|
| Ford Motor Company | Director | No independence impairment disclosed for Mooney; Board’s independence evaluation discussed relationships for Mr. Ford and Ms. Taylor, not Mooney . |
| Accenture plc | Director (Past, 2021–2025) | Past directorship; no related-party concerns disclosed . |
| KeyCorp | Director (Past, 2011–2020) | Past directorship during executive leadership at KeyCorp . |
- Related party transactions: Governance & Policy Committee (of which Mooney is a member) oversees and must approve related person transactions; 2024 disclosures involved relatives of the CEO and another executive, not directors. The Committee prohibits transactions inconsistent with the interests of the Company and stockholders .
Expertise & Qualifications
- Executive leadership of a Fortune 100 bank; extensive experience in strategy and customer-focused financial services; CFO expertise and regulatory familiarity (Federal Reserve roles) .
- Governance and compensation oversight: Chairs HR Committee setting CEO and executive officer compensation, performance objectives, succession planning, and pay principles emphasizing pay-for-performance, shareholder alignment, and risk mitigation .
Equity Ownership
| Holder | Total AT&T Beneficial Ownership (Shares) | Restricted Stock Units (RSUs, within 60 days) | Shared Voting/Investment Power | Non-Voting Vested Stock Units (DSUs) | Ownership % of Class |
|---|---|---|---|---|---|
| Beth E. Mooney | 28,700 | — | 0 | 167,482 | <1% (each director <1%) |
- DSUs are fully earned and vested at issuance; distribution occurs after leaving the Board in cash per director election; DSUs accrue dividend equivalents as additional DSUs .
- No pledging or hedging of director stock units is disclosed; none of Mooney’s holdings appear in related-person transaction disclosures .
Governance Assessment
- Strengths
- Independent director with deep financial and regulatory experience; HR Committee Chair overseeing robust performance-linked executive compensation (short-term: Adj OI/FCF/strategic; long-term: Adj EPS CAGR/ROIC with TSR modifier) .
- Active governance roles across HR and Governance & Policy; Board highlights strong governance practices (Independent Lead Director, regular non-management sessions, clawback/restoration policies) .
- Engagement and pay outcomes: ~90% 2024 say-on-pay support signals investor confidence in compensation oversight .
- Attendance: All Directors met the 75% threshold and attended the Annual Meeting in 2024, supporting engagement .
- Watchpoints
- Multiple external commitments (Ford directorship) warrant ongoing monitoring for time demands, though no independence impairment or related-party issues are disclosed for Mooney .
- Executive Committee empowers urgent actions; while no meetings were held in 2024, concentration of committee chairs merits attention from a governance risk perspective .
- Conflicts/Related-Party Exposure
- No Mooney-specific related-party transactions disclosed; Governance & Policy Committee oversight provides a structured review and prohibition of transactions inconsistent with stockholder interests .
Overall assessment: Mooney’s financial sector leadership, independence, and chairing of the HR Committee indicate strong board effectiveness in pay and succession oversight. The compensation framework she leads is explicitly performance-linked and well-supported by shareholders, a positive signal for investor confidence .