Jeff McElfresh

About Jeff McElfresh

Jeff McElfresh is AT&T’s Chief Operating Officer since April 22, 2022, with nearly 30 years at the company across strategic, operational, and technology leadership roles; he previously served as CEO of AT&T Communications and President of Technology & Operations . He holds a BS in Electrical Engineering (University of Florida) and an MBA from Northwestern’s Kellogg School; age 54 . Performance under his oversight has included company-level 3-year TSR of 48.3% (2022–2024) and 2024 operational metrics such as +3.5% Mobility service revenue growth, +17.9% fiber revenue growth, +7.2% broadband revenue growth, $17.6B FCF, and progress in debt reduction .

Past Roles

Organization	Role	Years	Strategic Impact
AT&T Inc.	Chief Operating Officer	2022–present	Execution of 5G/fiber strategy; operational coordination across Mobility and wireline
AT&T Communications	Chief Executive Officer	2019–2022	Led ~200,000 employees; network modernization and service revenue growth
AT&T (Technology & Operations)	President	Pre-2019	Responsible for network, technology, cybersecurity, data, labs; led 5G buildout and SDN/virtualization
Vrio (DirecTV Latin America, SKY Brasil)	CEO	2015–2018	Led Latin American video operations and strategic initiatives
AT&T Mexico	President	Prior period	Oversight of AT&T’s then-minority interests and market operations

External Roles

Organization	Role	Years	Notes
Telmex	Board member and executive committee	Prior period	Represented AT&T’s since-divested minority interest
América Móvil	Board member and executive committee	Prior period	Represented AT&T’s since-divested minority interest

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$1,000,000	$1,208,333	$1,250,000

Performance Compensation

Short-Term Incentive (2024)

Metric	Weight	Company Attainment	Payout %
Compensation Adjusted Operating Income	60%	102%	112%
Free Cash Flow	20%	103%	114%
Strategic Component	20%	N/A qualitative	85%
Weighted Average Payout	—	—	107%

Executive	Target Short-Term ($)	Short-Term Payout %	Final Award Paid ($)
Jeff McElfresh	$2,750,000	107%	$2,942,500

Long-Term Incentive: Performance Shares (2022–2024 performance period)

Metric	Weight	Attainment	Payout %
Adj EPS CAGR (3-year)	50%	2.0%	109%
ROIC (3-year average)	50%	9.0%	119%
Relative TSR modifier	±20 pts	Quartile 2 (no adjustment)	0%
Final Long-Term Payout	—	—	114%

Executive	Target Value ($)	Shares Granted (#)	Shares Distributed (#)	Ending Stock Price ($)	Final Award Paid ($)
Jeff McElfresh	$7,500,000	379,445	432,567	$24.02	$10,390,267

Restricted Stock Units (RSUs) – Grants and Vesting

Grant Year	RSUs Granted (#)	Vesting/Distribution Schedule	Form of Payment	Dividend Equivalents
2024	130,966	Distribute 33-1/3% each year in Jan 2025, 2026, 2027 (vested at grant due to retirement eligibility)	100% stock	Paid quarterly in cash on outstanding RSUs

Equity Ownership & Alignment

Item	Amount
Total AT&T Beneficial Ownership (shares)	513,139
Restricted Stock Units distributable within 60 days (shares)	118,717
Non-voting vested stock units (value-equivalent to shares)	264,440
Shares Outstanding (as of Mar 17, 2025)	7,200,741,471
Stock Ownership Guidelines (Executives)	Lesser of 3x base salary or 50,000 shares; each NEO compliant as of Dec 31, 2024
Hedging/Pledging	Hedging prohibited; no pledging disclosure

Ownership as % of shares outstanding ≈ 0.0071% (computed as 513,139 / 7,200,741,471). Calculation based on shares outstanding and beneficial ownership .

Employment Terms

Severance policy limits payments to 2.99× salary + target bonus; no “single trigger” change-in-control provisions .
Clawback and Restitution: recovery for erroneous incentive compensation on restatement and for fraudulent/illegal conduct; compliant with SEC Rule 10D-1/NYSE .
Death/Disability: unvested RSUs vest (distribute on schedule); PS and Strategic Alignment Awards pay at 100% of target upon death; PS not accelerated for disability but paid without proration based solely on performance .
Equity retention: Executives must hold 25% of AT&T shares received from awards after taxes/exercise until termination; all NEOs in compliance at 12/31/2024 .
Insider trading: hedging/short sales prohibited .

Deferred Compensation

Plan	Executive Contributions in 2024 ($)	Company Contributions in 2024 ($)	Aggregate Earnings 2024 ($)	Aggregate Balance at 12/31/2024 ($)
Stock Purchase and Deferral Plan	125,000	68,440	976,170	3,285,346
Cash Deferral Plan	0	0	22,746	394,759
2018 Incentive Plan (vested RSUs pending distribution)	2,249,996	0	1,640,465	5,439,161

Pension Benefits (Estimated at 12/31/2024)

Plan Name	Years Credited Service (#)	Present Value of Accumulated Benefits ($)	Notes
AT&T Pension Benefit Plan—Mobility & Southeast Management Programs	29	465,478	Cash balance formula per program terms
Pension Benefit Make Up Plan	29	870,723	Nonqualified make up for limits
SERP eligibility	—	—	Not eligible for any SERP benefits

Perquisites (2024)

Category	Amount ($)
Automobile	17,210
Communications	1,850
Company-Owned Memberships	0
Financial Counseling	12,638
Health Coverage	22,333
Home Security	0
Personal Use of Aircraft	0
Total Personal Benefits	54,031

Compensation Peer Group (2024)

Peer set used to benchmark compensation: Boeing, Charter, Cisco, Comcast, General Electric, General Motors, IBM, Intel, Netflix, Oracle, Salesforce, T-Mobile US, UPS, Verizon, Walmart, Walt Disney; mega caps (Alphabet, Amazon, Apple, Microsoft) removed in 2024 review .

Say-on-Pay & Shareholder Feedback

2024 say-on-pay received 90% approval of votes cast; continued stockholder engagement; no further changes anticipated for 2025 compensation programs .

Performance & Track Record

2024 operational delivery: +1.65M Mobility postpaid phone net adds; industry-low churn; FCF $17.6B (+$0.9B YoY); total debt reduced by ~$14B; net debt reduced by ~$9B; capital investment $22.1B .
Fiber execution: +2.4M locations passed in 2024 to ~29M total; seven consecutive years of ≥1M fiber subscriber net adds; 9M total subscribers; converged customer relationships (4 of 10 fiber households had AT&T postpaid phone) .
TSR: 3-year TSR of 48.3% places AT&T in peer group Quartile 2 for the 2022 PS cycle (no modifier applied) .
Areas below expectations in 2024: network reliability/security, Business segment repositioning, pace of cultural transformation; strategic metric payout set at 85% .

Performance Compensation Structure Details

Short-term incentives: formulaic payouts tied to Compensation Adjusted OI and FCF with threshold/target/max payout tables; strategic metric maintained at 20% to drive culture and execution; no discretionary adjustments for 2024 .
Long-term incentives: 75% Performance Shares (Adj EPS CAGR, ROIC, relative TSR modifier vs S&P 500 in new cycles); 25% RSUs with 3-year ratable vesting; combined distributions 50% cash/50% stock for PS, 100% stock for RSUs .
December 2024 Strategic Alignment Award: special performance-conditioned RSU grant of 87,912 units (target $2,000,000) for each Executive Officer other than CEO; 3-year performance period (2025–2027) with relative TSR test vs S&P 500; bottom quartile reduces final award by 20%; forfeiture upon most terminations (retention-focused) .

Equity Ownership & Insider Selling Pressure Indicators

Upcoming RSU distributions from 2024 grant (33-1/3% in Jan 2025/2026/2027) may create mechanical stock flows; dividend equivalents paid quarterly .
PS awards settle 66% in cash and 34% in stock, reducing forced sale pressure on vest; however, PS distributions are value-linked to stock price and performance .
Hedging barred; no pledging disclosure; ownership guideline met with significant personal shareholdings (513,139 shares) .

Employment & Contracts (Retention Risk)

Tenure as COO since April 22, 2022; prior CEO of AT&T Communications and President, Technology & Operations—deep operator with continuity across major transformations .
Special Strategic Alignment Award suggests deliberate retention design through 2027 tied to stock performance and service .
Company-wide severance, clawback, and ownership policies provide structured governance; no individual employment agreement terms disclosed in proxy for McElfresh .

Compensation Committee Analysis

Human Resources Committee (independent): Beth E. Mooney (Chair), Scott T. Ford, Michael B. McCallister, Matthew K. Rose, Luis A. Ubiñas; five meetings in 2024; oversees pay design, goals, and succession .
Independent compensation consultant: FW Cook; advisor independence assessed across six factors; no other services to AT&T beyond director compensation advice .
Market-based benchmarking to refreshed peer group; at-risk pay ~90% of target for NEOs in 2024 .

Risk Indicators & Red Flags

Positive: strong pay governance (no single-trigger CoC, clawback, no tax gross-ups except extenuating circumstances, equity retention) .
Watch items: 2024 strategic metric haircut due to network reliability/security incidents; Business wireline secular pressures; special one-time Strategic Alignment Award (performance-conditioned) implying added dilution/retention cost but structured to market TSR .
Dilution: total dilution ~0.9% of outstanding stock (as of July 1, 2024) .

Investment Implications

Strong alignment: high share of at-risk/incentive pay, multi-year PS tied to Adj EPS/ROIC and relative TSR, equity retention and ownership compliance—supports pay-for-performance and shareholder alignment .
Retention risk mitigated: Strategic Alignment Award through 2027 and substantial unvested PS/RSU balances likely anchor continuity; hedging barred, no pledging disclosed .
Execution signals: 2024 above-target STI and PS payouts reflect operational progress (fiber build, wireless net adds, FCF, deleveraging); continued focus needed on network reliability/security and Business segment repositioning .
Trading considerations: upcoming RSU distributions and periodic PS settlements may create modest mechanical stock flows; PS settle partly in cash, reducing forced selling pressure; monitoring Form 4s near distribution dates advisable .