John Stankey

About John Stankey

John T. Stankey is Chairman, Chief Executive Officer and President of AT&T Inc., serving as CEO since July 2020 and elected Chairman in February 2025; he has been a Director since 2020 and has over 39 years at the company after joining in 1985 . He holds a B.S. in finance from Loyola Marymount University and an MBA from UCLA . Under his tenure, AT&T’s pay-versus-performance disclosure shows 2024 company TSR value of $107 versus $197 for the S&P 500 Communication Services Index, with 2024 net income of $12,253 million and Standalone AT&T Adjusted Operating Income of $24,385 million . The Board appointed a Lead Independent Director concurrent with his election as Chairman to mitigate dual-role governance risks .

Past Roles

Organization	Role	Years	Strategic Impact
AT&T Inc.	Chairman, CEO & President	2025–present	Unified leadership structure as part of 3-year strategic and capital allocation plan; mitigated with Independent Lead Director .
AT&T Inc.	CEO & President	2020–2025	Led investment-led strategy in 5G/fiber and modernization initiatives with focus on shareholder returns .
AT&T Inc.	President & COO	2019–2020	Enterprise-wide operational leadership ahead of CEO transition .
Warner Media, LLC	CEO	2018–2020	Media leadership post-acquisition; extensive travel tax defense reimbursement disclosed .
AT&T Entertainment Group	CEO	2015–2017	Consumer video/content strategy leadership .
AT&T Inc.	Chief Strategy Officer	2012–2015	Corporate strategy across portfolio and capital allocation .
AT&T Business Solutions	President & CEO	2010–2011	Enterprise services leadership .
AT&T Operations, Inc.	President & CEO	2008–2010	Network/operations execution .
AT&T Telecom Operations	Group President	2007–2008	Telecom operational oversight .
AT&T Inc.	Chief Technology Officer	2004–2006	Technology roadmap and infrastructure strategy .
AT&T Inc.	Chief Information Officer	2003–2004	Information systems leadership .

External Roles

Organization	Role	Years	Strategic Impact
United Parcel Service (UPS)	Director	2014–2020	Large-scale logistics oversight experience; past public company directorship .

Fixed Compensation

Year	Base Salary ($)	All Other Compensation ($)	Change in Pension Value ($)	Notes
2022	2,400,000	431,219	1,264,319	Salary constant; perquisites detailed separately .
2023	2,400,000	359,191	750,966	—
2024	2,400,000	313,507	1,205,340	CEO pay ratio 215:1 in 2024 .

Personal benefits include automobile allowance, communications, company-owned club memberships, executive disability/life insurance, financial counseling, home security, and strictly controlled personal aircraft use (CEO must reimburse incremental costs) .

Performance Compensation

2024 Target Pay and Mix

Component	2024 Target ($)	Structure
Base Salary	2,400,000	Fixed cash.
Target Short-Term Incentive	5,600,000	Based on annual metrics; payout subject to attainment and Committee discretion.
Target Long-Term Incentive	16,500,000	75% Performance Shares; 25% RSUs; excludes Dec-2024 Strategic Alignment Awards for non-CEO .
Total Target Compensation	24,500,000	Majority at-risk; stock-price aligned.

2024 Short-Term Award Results

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

Long-Term Incentive Design (2024 Grants)

Instrument	Grant Date Fair Value ($)	Target #/Vesting	Metrics and Weighting
Performance Shares (2024–2026)	12,374,995	Target 720,314; 3-year performance period	50% Adj EPS Growth; 50% ROIC; TSR payout modifier +20%/0%/-20% .
RSUs	4,125,004	240,105 units; vest ratably Jan 2025/2026/2027; retirement eligible vesting with scheduled distribution	Time-based; payout tied to stock price .

Stankey’s performance share grants after 2017 are explicitly not prorated upon retirement under specified conditions, ensuring full participation in performance outcomes .

Long-Term Incentive Outcomes (Performance Periods Ending 2024)

Metric	Weight	Actual	Payout Modifier/Result
3-Year Adj EPS CAGR (2022–2024)	50%	2.0%	109% payout
3-Year Average ROIC (2022–2024)	50%	9.0%	119% payout
Relative TSR Payout Modifier	+20%/0%/-20%	Quartile 2	0% modifier
Final Long-Term Payout	—	—	114%

2024 Realized Vesting and Options

Name	Options Exercised (#)	Value Realized on Exercise ($)	Stock Awards Vested (#)	Value Realized on Vesting ($)
John Stankey	0	0	824,071	18,151,871

Equity Ownership & Alignment

Holder	Total Beneficial Ownership (shares)	RSUs Distributable ≤60 Days	Shared Voting/Investment Power (shares)	Non-Voting Vested Stock Units
John T. Stankey	1,198,962	198,029	985,179	293,216

Each Director/Officer listed, and the group, owns less than 1% of outstanding common stock .
Stock ownership guidelines: CEO must hold 6x base salary; executives lesser of 3x salary or 50,000 shares; compliance confirmed as of Dec 31, 2024 .
Equity retention: executives must hold 25% of net shares received from awards since 2012 until termination; compliance confirmed .
Hedging prohibited for executive officers; clawback and restitution policies implemented per SEC Rule 10D-1 and NYSE standards .
No disclosure of stock pledging; none reported in proxy sections reviewed .

Outstanding Equity Awards (as of Dec 31, 2024)

Award	Unvested/Unearned Units (#)	Market/Payout Value ($)
2024–2026 Performance Shares	1,440,628 potential payout	32,803,100
2023–2025 Performance Shares	1,237,500 potential payout	28,177,875

Employment Terms

Change-in-Control Severance: Double trigger—if terminated or leaves for “good reason” post-CIC; lump-sum payment equal to 2.99x most recent salary plus target annual bonus; no excise tax gross-ups; health/life/financial counseling removed in 2014 . Estimated CIC severance for Stankey at 12/31/2024: $23,920,000 . Equity awards do not automatically vest upon a change in control .
SERP/SRIP: Target annual retirement benefit percentage for Stankey is 60%; compensation for SERP “highest average earnings” fixed at $3.0 million effective June 16, 2018; SERP frozen on December 31, 2019, benefit determined as lump sum earning 3.7% interest thereafter .
Deferral Programs: Eligible to defer compensation via SPDP and CDP with company matches and interest mechanics; distributions per elected schedule .
Clawback/Restitution: Company intends to recoup compensation for fraudulent/illegal conduct; formal clawback for erroneous incentive compensation upon required restatement .

Board Governance and Director Service

Aspect	Details
Role	Chairman, Chief Executive Officer, President; Director since 2020; Chairman since Feb 2025 .
Independence	Not independent; Board appointed William E. Kennard as Independent Lead Director with robust responsibilities to mitigate dual-role concerns .
Committees	Executive Committee Chair; Executive Committee consists of Chairman and committee chairs; no meetings held in 2024 .
Committee Independence	Audit, Human Resources, Governance & Policy, Corporate Development & Finance committees all composed entirely of independent Directors .
Director Compensation	Mr. Stankey receives no additional compensation for serving as Chairman; Lead Director retainer set at $60,000 beginning 2025 .

Compensation Governance, Peer Group, Say‑on‑Pay

Human Resources Committee (B. Mooney, Chair; S. Ford; M. McCallister; M. Rose; L. Ubiñas) oversees CEO and executive pay, establishes performance objectives, and succession planning; uses FW Cook as independent consultant .
Peer group refreshed for 2024 to remove mega-cap tech (Alphabet, Amazon, Apple, Microsoft); 2024 peer list includes Boeing, Cisco, GE, IBM, Netflix, Salesforce, UPS, Walmart, Charter, Comcast, GM, Intel, Oracle, T-Mobile US, Verizon, Walt Disney .
2024 say-on-pay support was 90% of votes cast, reflecting shareholder approval of program design ; 2025 vote results will be filed post-meeting via Form 8-K .

Performance & Track Record (Pay vs Performance Summary)

Year	CEO SCT Total ($)	Compensation Actually Paid to Stankey ($)	AT&T TSR ($100 Base)	S&P 500 CSI ($100 Base)	Net Income ($M)	Standalone AT&T Adjusted Operating Income ($M)
2020	21,020,917	20,036,787	79	124	(3,821)	22,463
2021	24,820,879	20,751,888	72	150	21,479	22,235
2022	22,915,526	22,874,696	76	90	(7,055)	22,983
2023	26,450,157	23,872,707	74	141	15,623	24,604
2024	26,410,845	44,542,542	107	197	12,253	24,385

Related Party and Risk Indicators

Related Person Transaction: In 2024, Stankey’s daughter was employed by an AT&T subsidiary with approximate annual gross compensation of $143,095; Governance & Policy Committee approved per policy .
Section 16(a) Filings: Company reported full compliance except certain administrative late reports by other officers/directors; none noted for Stankey .
Policies: No single-trigger CIC; severance capped at 2.99x salary+target bonus; no broad tax gross-ups; hedging prohibited; independent committees and lead director structure mitigate governance risk .

Equity Award Timing and Future Distribution Considerations

Item	Details
RSU Vesting Schedule	2024 RSUs vest ratably each January in 2025, 2026, 2027; vested upon retirement eligibility but distributed on scheduled dates .
Performance Shares Payout Timing	Distributed after performance periods end (e.g., 2023–2025, 2024–2026) subject to Committee approval and actual performance .
Options	No option exercises in 2024; option awards column shows zero for Stankey .

Investment Implications

Pay-for-performance alignment is strong: STIP paid at 107% weighted payout on Adj OI, FCF, and strategic goals, and LTIP paid at 114% for 2022–2024 EPS CAGR and ROIC with a neutral TSR modifier—aligning incentive outcomes to operating metrics while reducing reliance on pure share price .
Equity overhang and potential supply: Significant unearned PSUs outstanding (up to 1.44 million units for 2024–2026 and 1.237 million for 2023–2025) and scheduled RSU distributions through 2027 indicate future share issuance/distribution cadence that could create periodic selling pressure, albeit hedged by retention requirements .
Governance mitigants to dual role: Transition to combined Chairman/CEO is offset by a robust Independent Lead Director role and fully independent major committees, which should help maintain oversight quality; Stankey receives no incremental chairman pay .
CIC and severance economics: Double-trigger CIC policy without automatic equity vesting and no tax gross-ups constrain parachute risk; Stankey’s estimated CIC severance would be $23.92 million, with equity requiring performance/vesting schedules to complete, lowering “event-driven” payout asymmetry .
Pension exposure is contained: SERP frozen in 2019 with fixed “highest average earnings” and 3.7% interest rate—limits future accrual risk, though annual pension value changes still contribute to reported compensation volatility .
Shareholder sentiment: 90% say-on-pay support in 2024 suggests investor acceptance of program design; continued execution on operating metrics and capital allocation will likely be essential for sustaining support amid a combined chair/CEO structure .