Cynthia Taylor
AT&TAbout Cynthia B. Taylor
Cynthia B. Taylor, age 63, is an independent director of AT&T Inc. (T) serving since 2013; she is Chair of the Audit Committee and a member of the Executive Committee. Taylor is President and Chief Executive Officer of Oil States International, Inc., and a Certified Public Accountant with a B.B.A. in accounting from Texas A&M University; the Board has designated her an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oil States International, Inc. | President & CEO; Director | CEO since 2007; Director (current) | Executive leadership in finance and operations; public company oversight |
| Oil States International, Inc. | President & COO | 2006–2007 | Operational leadership |
| Oil States International, Inc. | Senior VP & CFO | 2000–2006 | Corporate finance; reporting |
| L.E. Simmons & Associates, Inc. | Chief Financial Officer | 1999–2000 | Private equity finance leadership |
| Cliffs Drilling Company | Vice President–Controller | 1992–1999 | Corporate accounting leadership |
| Ernst & Young LLP | Various management positions | Prior to 1992 | Public accounting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of Dallas | Director | Since Jan 2020 | Previously director, Houston Branch (2018–2019) |
| Oil States International, Inc. | President & CEO; Director | Since 2007 (CEO) | NYSE-listed public company |
Board Governance
- Committee memberships: Audit (Chair); Executive .
- Audit Committee meetings: 11 held in 2024 .
- Financial Expert: Board determined Taylor is an “audit committee financial expert” .
- Independence: Board affirmed Taylor is an independent director under NYSE standards .
- Attendance: Board held six meetings in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Non-management oversight: Independent committees (Audit, Human Resources, Governance & Policy); regular sessions of non-management directors .
Fixed Compensation
| Component (Directors) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $140,000 | Standard non-employee director retainer |
| Audit Committee Chair Retainer | $40,000 | Audit chair fee |
| Communications Services Stipend (within AT&T area) | $4,000 | $6,000 if outside service area |
| 2024 Fees Earned (Taylor) | $180,000 | Reflects retainer + chair fees |
Performance Compensation
| Equity Structure (Directors) | Detail | Vesting/Distribution |
|---|---|---|
| Annual Deferred Stock Units (DSUs) | $220,000 grant; units determined by monthly closing price; dividend equivalents accrue in DSUs | |
| Vesting/Distribution | Fully earned and vested at issuance; distributed in cash beginning in calendar year after director leaves Board (lump sum or up to three annual installments per election) | |
| 2024 Stock Awards (Taylor) | $220,000 | Annual DSU grant |
| 2024 DSUs Purchased with Retainers (Taylor) | 9,419 units | Via Director Stock & Deferral Plan |
Directors at AT&T do not receive performance-based pay metrics (e.g., revenue, EPS) for their compensation; equity is granted as DSUs with no performance hurdle .
Other Directorships & Interlocks
| Company | Relationship to AT&T | Governance Consideration |
|---|---|---|
| Oil States International, Inc. | Ms. Taylor is CEO; Oil States purchased communications services from AT&T subsidiaries in 2024 | Transactions were ordinary course, arm’s-length, and each less than 1% of consolidated gross revenues of AT&T and Oil States; independence maintained under NYSE standards |
Expertise & Qualifications
- Executive leadership in a large publicly traded company; extensive finance and public accounting background; international business experience; CPA; B.B.A. in accounting (Texas A&M) .
- Board-designated audit committee financial expert; financially literate under NYSE standards .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (Common) | 5,718 shares | Includes 320 shares of AT&T Preferred C stock; 516 shares have shared voting/investment power |
| Non-Voting Vested Stock Units | 178,924 units | DSUs/vested stock units; no voting rights; paid in stock or cash per plan at distribution |
| Ownership as % of Outstanding | <1% | All directors/officers individually owned <1% as of Dec 31, 2024 |
| Hedging Policy | Prohibited for executive officers; directors subject to compliance program oversight | Company prohibits hedging of AT&T stock/awards by executive officers; Board oversees compliance |
Insider Trades
| Period | Form 4 Transactions (Taylor) | Source |
|---|---|---|
| 2023-01-01 to 2025-11-20 | None found in query | Insider-trades skill query returned no records for “Cynthia Taylor” at T in this range (Form 4) |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay For Votes | Against Votes | Outcome |
|---|---|---|---|
| 2024 | 3,502,972,766 (90.27%) | 377,425,911 (9.73%) | Approved (non-binding) |
| 2025 | 3,872,588,704 (90.72%) | 396,253,670 (9.28%) | Approved (non-binding) |
| 2024 Stockholder Proposal: Independent Board Chairman | For: 746,399,709 (19.20%); Against: 3,141,669,686 (80.80%) | Defeated |
- Engagement: Management and Independent Lead Director engaged with investors representing ~30% of shares outstanding in 2024; no further changes anticipated for 2025 compensation programs .
Governance Assessment
- Board effectiveness: Taylor’s leadership as Audit Committee Chair, financial expertise designation, and committee workload (11 Audit meetings in 2024) support robust financial oversight, compliance, and enterprise risk management (including privacy/cybersecurity) .
- Independence & conflicts: Despite her executive role at Oil States, disclosed commercial transactions were immaterial (<1% of revenues), arm’s-length, and did not impair her independence—reducing conflict risk .
- Alignment: Director pay mix emphasizes equity via DSUs ($220k annually) with required deferral until after board service; Taylor’s meaningful DSU position (178,924 units vested) and additional DSUs purchased (9,419 in 2024) indicate alignment without performance gaming incentives .
- Attendance & engagement: Full compliance with attendance expectations (≥75% and Annual Meeting attendance), consistent with high governance engagement .
- Investor confidence signals: Strong consecutive say-on-pay support (~90%) in 2024 and 2025; independent committees and Clawback/Restitution policies further bolster accountability .
- Red flags: None material identified; note related-party exposure via Oil States service purchases but mitigated by de minimis amounts and independence determination .
