David McAtee

About David McAtee

David R. McAtee II is AT&T’s Senior Executive Vice President and General Counsel (held since October 2015) and is 56 years old as of February 1, 2025 . The Chief Compliance Officer reports to the Senior Executive Vice President and General Counsel, placing McAtee at the center of AT&T’s ethics, compliance, and legal risk management . Company performance under the current executive team has included a 3-year TSR of 48.3% (75th percentile relative to the 2022 TSR peer group) and “more than 40%” total shareholder returns in 2024 .

Past Roles

Organization	Role	Years	Strategic Impact
AT&T Inc.	Senior Executive Vice President & General Counsel	2015–present	Oversees legal affairs; CCO reports into General Counsel, anchoring compliance and ethics oversight

Fixed Compensation

Year	Base Salary ($)	Target Bonus ($)	Target Long-Term ($)	Total Target ($)
2024	1,300,000	2,700,000	7,000,000	11,000,000

Performance Compensation

Program	Metric	Weight	Target	Actual/Attainment	Payout	Vesting/Settlement
Short-Term (2024)	Compensation Adjusted Operating Income	60%	100%	102%	112%	Cash bonus; McAtee paid $2,889,000 on 107% overall payout
Short-Term (2024)	Free Cash Flow	20%	100%	103%	114%	Cash bonus; see above
Short-Term (2024)	Strategic Component	20%	N/A	N/A	85%	Cash bonus; see above
Long-Term (2022–2024)	Adj EPS CAGR	50%	1.4%	2.0%	109%	Performance Shares settle 66% cash/34% stock
Long-Term (2022–2024)	ROIC (3-yr avg)	50%	8.6%	9.0%	119%	Performance Shares settle as above
Long-Term (2022–2024)	Relative TSR Modifier	+/−20%	Quartile-based	Quartile 2	0%	Applied to PS payout

Additional long-term award results:

McAtee’s 2022 Performance Shares: 259,921 granted; 296,310 distributed; final award paid $7,117,365 at $24.02 stock price .
RSU distributions: annual tranches paid from 2021/2022/2023 grants with amounts detailed per tranche and $16.48 valuation; McAtee received $311,324 (2021 third tranche), $475,942 (2022 second tranche), and $480,656 (2023 first tranche) .

Special Strategic Alignment Award (Dec 2024):

87,912 performance-conditioned RSUs (target $2,000,000) for each NEO excluding the CEO; 3-year period (2025–2027) with relative TSR vs S&P 500; bottom quartile reduces award by 20%; forfeiture upon termination for any reason; pays 100% in stock on vesting .

Vesting mechanics:

RSUs vest and distribute 33-1/3% annually over 3 years; dividend equivalents paid quarterly; retirement-eligible RSUs vest at grant but distribute on schedule .
Performance Shares settle 66% in cash and 34% in stock; dividend equivalents paid at end of the performance period .

Equity Ownership & Alignment

Snapshot as of Dec 31, 2024	Shares/Units
Total AT&T Beneficial Ownership (common)	815,863
Restricted Stock Units (distributable within 60 days)	88,569
Shared Voting and Investment Power Shares	546,358
Non-Voting Vested Stock Units	465,751

Ownership policies:

Stock ownership guidelines: Executive Officers must hold the lesser of 3× base salary or 50,000 shares; all NEOs were in compliance as of Dec 31, 2024 .
Equity retention requirement: hold 25% of net shares from awards until termination .
Hedging prohibited for executive officers .
No automatic vesting on change-in-control (none of the NEOs hold awards subject to automatic vesting) .

Notable outstanding grants:

2020 RSU Retention Grant: 372,294 RSUs vest April 2030 .
Strategic Alignment Award: 87,912 RSUs vest December 2027, performance-conditioned .

Employment Terms

Topic	Key Terms
Severance policy	AT&T will not provide severance benefits >2.99× salary + target bonus without prior or subsequent stockholder approval .
Change-in-control severance	Double-trigger: 2.99× (salary + target bonus) if terminated or leaves for “good reason” post-CIC; no excise tax gross-up; health/life/financial counseling benefits eliminated from plan in 2014 .
Good reason definition	Includes adverse changes in duties/status, pay reduction, or failure to pay/continue benefits; tightened CEO provision in prior years .
Clawback and restitution	NYSE/SEC-compliant clawback policy (no-fault standard on restatements) plus broader restitution policy for fraudulent/illegal conduct .
Hedging/pledging	Hedging prohibited; no specific pledging policy disclosed in proxy .
Tax gross-ups	No tax gross-ups, except in extenuating circumstances .

Estimated CIC severance at 12/31/2024:

McAtee: $11,960,000 .

Compensation & Incentives (Actual 2022–2024)

Year	Salary ($)	Stock Awards ($)	Non-Equity Incentive ($)	Change in Pension Value/Excess Earnings ($)	All Other Compensation ($)	Total ($)
2024	1,300,000	9,000,006	2,889,000	197,076	251,189	13,637,271
2023	1,300,000	7,000,000	3,105,000	315,467	671,096	12,391,563
2022	1,300,000	6,850,008	2,232,500	0	912,807	11,295,315

Perquisites (2024 detail):

Automobile $19,985; Communications $7,149; Company-Owned Memberships $3,300; Financial Counseling $23,081; Health Coverage $164,779; Home Security $2,485; Personal Use of Aircraft $0; Total personal benefits $220,779; Company matching contributions $16,560; Life insurance premiums $13,850; Total “All Other Compensation” $251,189 .

Pension and Deferred Compensation

Plan	Present Value of Accumulated Benefits ($) at 12/31/2024
Pension Benefit Plan — MCB Program	190,458
Pension Benefit Make Up Plan	1,677,149

Deferral opportunities:

Eligible for nonqualified deferral plans (Stock Purchase and Deferral Plan, Cash Deferral Plan); 2024 includes company matching contributions ($16,560) .

Say-on-Pay & Shareholder Feedback

Say-on-pay support: 90% of votes cast “For” at the 2024 Annual Meeting .
Ongoing shareholder engagement; no further changes anticipated for 2025 compensation programs .

Compensation Peer Group (2024)

Peer group updated to better reflect AT&T’s size and talent market; mega caps removed. 2024 peer group: Boeing, Charter, Cisco, Comcast, General Electric, General Motors, IBM, Intel, Netflix, Oracle, Salesforce, T-Mobile US, UPS, Verizon, Walmart, Walt Disney .

Track Record and Company Performance

Company performance highlights under current leadership:

“More than 40%” total shareholder return in 2024; continued fiber and 5G growth; free cash flow $17.6B; capital investment $22.1B; net debt reduction ~$9B .

Revenues and EBITDA (FY 2015–FY 2024):

Metric	FY 2015	FY 2016	FY 2017	FY 2018	FY 2019	FY 2020	FY 2021	FY 2022	FY 2023	FY 2024
Revenues ($)	146,801,000,000	163,786,000,000	160,546,000,000	170,756,000,000	181,193,000,000	143,050,000,000*	134,038,000,000	120,741,000,000	122,428,000,000	122,336,000,000
EBITDA ($)	45,551,000,000*	48,390,000,000*	45,572,000,000*	56,956,000,000	52,645,000,000	43,610,000,000	49,707,000,000	43,398,000,000*	41,925,000,000*	43,954,000,000

Values with asterisk retrieved from S&P Global.

Investment Implications

Pay-for-performance alignment: McAtee’s incentives are heavily tied to multi-year Adj EPS and ROIC with a TSR modifier; 2022–2024 payouts at 114% reflect above-target EPS/ROIC performance while avoiding windfalls tied solely to stock price .
Retention and selling pressure: Large annual vesting events (e.g., 398,173 shares/units vested in 2024, $8.87M realized) plus the 2020 retention RSU vesting in April 2030 suggest predictable liquidity windows; however, hedging is prohibited and equity retention rules require ongoing holdings, moderating near-term selling .
Change-in-control protection without single trigger: Double-trigger CIC benefits (2.99×) with no automatic award vesting mitigate abrupt departures while limiting shareholder-unfriendly features (no excise tax gross-ups, no single trigger), reducing governance risk .
Ownership alignment: Compliance with stock ownership guidelines and equity retention requirements, plus CCO reporting into General Counsel, strengthens alignment of legal/compliance leadership with long-term value creation .
One-time Strategic Alignment Award: 2025–2027 relative TSR-conditioned RSUs (forfeiture on termination) provide clear incentives for executing on multi-year strategy; monitor TSR relative to S&P 500 and vesting outcomes as a performance signal .