Kelly Grier - Director | AT&T (T) Executive Profile & Compensation

About Kelly J. Grier

Kelly J. Grier is an independent director of AT&T Inc., elected by the Board on August 15, 2025 with service effective September 1, 2025. She serves on the Human Resources Committee and the Corporate Development & Finance Committee. Grier is the former U.S. Chair and Americas Managing Partner (CEO) of Ernst & Young LLP (2018–2022) and holds a B.A. in Accounting from Saint Mary’s College. The Board determined she meets NYSE independence standards.

Past Roles

Organization	Role	Tenure	Committees/Impact
Ernst & Young LLP (EY)	U.S. Chair and Americas Managing Partner (CEO)	2018–2022	Led U.S./Americas firm; extensive audit quality, regulatory, and financial reporting oversight experience
Ernst & Young LLP (EY)	Vice Chair & Central Region Managing Partner; Americas Vice Chair of Talent; SEC Audit Partner	Prior to 2018	Senior leadership across operations, talent, and SEC audit engagement experience

External Roles

Organization	Role	Tenure	Notes
Booking Holdings Inc.	Director	Current	Public company board service
CDW Corporation	Director	Current	Public company board service
Illinois Tool Works Inc.	Director	Current	Public company board service
Permira Advisors	Senior Advisor	Current	Private equity advisor role
Peterson Institute for International Economics; Chief Executives for Corporate Purpose; Global Forestation Generation	Board/Trustee	Current	Nonprofit governance roles

Board Governance

Committee assignments: Human Resources Committee; Corporate Development & Finance Committee. The HR Committee oversees executive compensation, benefit plan design, CEO and executive officer pay, stock ownership guidelines for officers, and succession planning. The Corporate Development & Finance Committee oversees finance (dividends, debt, cash), M&A/strategic transactions, capital structure, and key technology decisions.
Independence: The Board determined Grier is independent under NYSE standards. Each of AT&T’s standing committees (Audit, Human Resources, Governance & Policy, Corporate Development & Finance) is composed entirely of independent directors.
Board effectiveness context: AT&T conducts annual multi-step evaluations (Board, Committee, and peer evaluations) to strengthen effectiveness and continuous improvement.

Fixed Compensation

Annual non-employee director compensation structure (applies to Grier beginning 9/1/2025):

Component	Amount	Notes
Annual cash retainer	$140,000	Standard retainer for directors
Annual deferred stock units (DSUs)	$220,000	Granted annually; immediately vested; distributed in cash beginning the calendar year after leaving the Board; earn dividend equivalents as additional DSUs
Committee chair retainers	Audit $40,000; HR $30,000; CDF $25,000; Governance & Policy $25,000	Paid only if serving as chair; Grier is not disclosed as a chair
Communications services stipend	$4,000 inside AT&T service area; $6,000 outside	Device allowance: one phone and one tablet every two years; service paid by director
Deferral features	N/A	Directors may defer retainers into DSUs at fair market value or a cash deferral account earning Moody’s Long-Term Corporate Bond Yield (September prior year); optional conversion of cash deferrals into DSUs; may buy AT&T common stock via Director Stock Purchase Plan

Reference – 2024 director payouts (illustrative): Non-chair directors generally received $140,000 cash and $220,000 stock awards (e.g., Stephen J. Luczo: $140,000 cash, $220,000 stock; total $360,000). Chair or lead roles received additional fees (e.g., Lead Director total $610,000).

Performance Compensation

Non-employee director compensation is not performance-conditioned. DSUs vest at grant and are distributed after service; there are no option awards or performance metrics tied to director pay.

Other Directorships & Interlocks

Company	Role	Potential Interlock Considerations
Booking Holdings Inc.	Director	May procure communications/connectivity services; AT&T’s Related Person Transactions policy requires Committee review/approval for covered transactions; Board assesses director independence with commercial relationships well below NYSE thresholds when applicable. No related-party items disclosed for Grier.
CDW Corporation	Director	See above; policy-based oversight mitigates conflicts.
Illinois Tool Works Inc.	Director	See above; policy-based oversight mitigates conflicts.

Expertise & Qualifications

Financial reporting and audit oversight (former U.S. Chair & Americas CEO of EY; SEC audit partner background).
Regulatory and governance experience; leadership of large, globally distributed professional services operations.
Public company board experience spanning technology, industrials, and services (Booking, CDW, ITW).

Equity Ownership

Beneficial ownership not yet disclosed in AT&T’s 2025 Proxy (ownership table as of December 31, 2024 did not include Grier, who joined effective September 1, 2025). Future proxy filings will reflect her beneficial ownership.
DSUs granted under the Non-Employee Director Stock and Deferral Plan are fully vested at grant, accrue dividend equivalents, and are distributed in cash after service, aligning director value with AT&T’s stock price over tenure.

Governance Assessment

Positive signals:
- Strengthens financial and audit literacy on the Board; adds a seasoned former Big Four U.S./Americas chief with deep regulatory exposure.
- Assigned to HR and CDF committees that drive pay-for-performance oversight and capital allocation/M&A, aligning her expertise with key investor priorities.
- Independence affirmed; she is not on the Audit Committee while EY remains AT&T’s independent auditor (reducing perceived conflicts tied to her former firm).
Watch items:
- Multi-board load: holds three other public company directorships (Booking, CDW, ITW) in addition to AT&T—investors may monitor time commitments and committee workloads.
- Former leadership at EY while AT&T’s auditor is EY; Board has determined independence, and committee placement (HR/CDF, not Audit) and NYSE/AT&T independence processes mitigate perceived conflicts.

Appendix: Source Events

Election/effective date, committee assignments, independence; concurrent retirement of Scott T. Ford: AT&T Form 8‑K dated August 19, 2025 (event August 15, 2025) and AT&T press release.
Director compensation program details and amounts; director plans and stipends: AT&T 2025 Proxy Statement.
Committee mandates (HR; Corporate Development & Finance): AT&T 2025 Proxy Statement.
Auditor ratification (EY): AT&T 2025 Proxy Statement.
Related person transactions policy and independence determinations framework: AT&T 2025 Proxy Statement.