Lori Lee

About Lori Lee

Lori Lee is Global Marketing Officer and Senior Executive Vice President – HR & International at AT&T, overseeing corporate marketing, communications, flight operations, global events, major sponsorships, and people strategy for ~140,000 employees; she also leads AT&T Mexico . She has been with AT&T since 1997 and previously led AT&T International/Latin America, Home Solutions, and held roles in finance, investor relations, customer service, and strategy . Education: BSBA ’88 and MBA ’89, Washington University in St. Louis ; age 60 (as of 2025) . Company performance underpinning her incentives: 2024 wireless service revenue +3.5%, broadband +7.2% (fiber +17.9%), free cash flow $17.6B (+$0.9B YoY), and ~40% TSR for 2024; 3‑year TSR was 48.3% (75th percentile of peer group) .

Past Roles

Organization	Role	Years	Strategic Impact
AT&T International / AT&T Latin America	CEO	Not disclosed	Led AT&T Mexico mobile business and Vrio/Direct-to-home video across LATAM; portfolio execution and brand leadership
AT&T Inc.	Senior EVP – Home Solutions	Not disclosed	Ran consumer wireline; positioned converged connectivity offerings
AT&T Inc.	Chief Marketing Officer – Home Solutions & Small Business	Not disclosed	Drove brand, advertising, customer engagement across segments
AT&T Inc.	Finance, IR, Customer Service, Corporate Strategy roles	Not disclosed	Enterprise financial stewardship and strategic planning
PwC; Earthgrains; Mallinckrodt Medical	Early career roles	Not disclosed	Foundation in accounting/operations prior to telecom leadership

External Roles

Organization	Role	Years	Notes
Emerson Electric (NYSE: EMR)	Independent Director	Since Oct 2, 2018	Board election announced in 8‑K press release
PGA of America; American Film Institute; Monterey Peninsula Foundation	Director/Board member	Not disclosed	Active governance roles and sponsorship alignment

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$750,000	$750,000	$750,000
Target Short‑Term Incentive ($)	$1,350,000	$1,350,000	$1,350,000
Actual Short‑Term Incentive Paid ($)	$1,282,500	$1,552,500 (incl. 115% payout)	$1,444,500 (107% payout)
Bonus ($)	$0	$250,000 (discretionary for interim HR leadership)	$0
Stock Awards (Grant‑Date Fair Value, $)	$5,525,000	$5,125,020	$7,124,998 (incl. Strategic Alignment Award $1,999,998)
All Other Compensation ($)	$199,363	$159,739	$248,093

Performance Compensation

2024 Short‑Term Incentive (STI)

Metric	Weight	Target	Actual/Attainment	Payout %	Notes
Compensation Adjusted Operating Income (Adj OI)	60%	100%	102%	112%	Adjusted for M&A, non‑cash write‑downs, benefit plans
Free Cash Flow (FCF)	20%	100%	103%	114%	No grant‑term adjustments applied
Strategic Component	20%	Qualitative	Approved at 85%	85%	Customer NPS gains; culture; digital divide; some underperformance in reliability/security and business repositioning
Weighted Average STI Payout	—	—	—	107%	NEO payout aligned to formula; no discretionary adjustments in 2024

Long‑Term Incentive (LTI) – 2022–2024 Performance Shares (PSU) Results

Metric	Weight	Target	Actual	Payout %	TSR Modifier
3‑Year Adj EPS CAGR	50%	1.4%	2.0%	109%	Quartile 2; 0% adjustment
3‑Year Avg ROIC	50%	8.6%	9.0%	119%	Quartile 2; 0% adjustment
Final PSU Payout	—	—	—	114%	PSU settle 66% cash/34% stock; combined with RSUs, distributions targeted 50% stock/50% cash

2024 Long‑Term Grants (for 2024–2026 cycle)

Component	Weight	Grant Value ($)	Metrics	Vesting
Performance Shares	75%	$3,843,750	Adj EPS CAGR and ROIC; TSR modifier vs S&P 500 quartiles (±20pp)	3‑year performance period
Restricted Stock Units (RSUs)	25%	$1,281,250	Stock price performance	Ratable 33‑1/3% distribution each Jan 2025–2027; retirement‑eligible vest at grant, distribute on schedule
Strategic Alignment Award (Performance‑conditioned RSUs)	Special	87,912 RSUs; target $2,000,000	3‑year relative TSR vs S&P 500; bottom quartile reduces earned RSUs by 20%	Performance period 1/1/2025–12/31/2027; 100% stock; forfeiture if employment terminates (incl. retirement) before completion

Equity Award Outcomes (realized/vested)

Item	2024
Shares acquired on vesting	313,571 shares; value $7,021,862
2022 PSU (final distribution approved early 2025)	238,993 shares distributed; value $5,740,612 at $24.02

Equity Ownership & Alignment

Ownership Item (as of 12/31/2024)	Amount
Total AT&T beneficial ownership (shares)	470,643
RSUs distributable within 60 days	66,916
Shares with shared voting/investment power	391,151
Non‑voting vested stock units	79,653
Ownership as % of shares outstanding	<1% (all officers/directors individually <1%)
Stock ownership guidelines	Executive Officers: lesser of 3× base salary or 50,000 shares; 5‑year compliance window; each NEO in compliance
Equity retention requirement	Hold 25% of post‑tax shares received from awards until termination
Hedging/pledging	Hedging prohibited; no disclosure of pledged shares
Options outstanding	None disclosed for Ms. Lee

Vesting/Distribution Schedules

2024 RSUs: 74,578 units vested at grant due to retirement eligibility; distribute 33‑1/3% each January 2025, 2026, 2027 in stock .
Strategic Alignment Award: 87,912 performance‑conditioned RSUs; eligible to vest based on 3‑year relative TSR; cliff vest December 2027; 100% stock; forfeiture on termination (including retirement) before completion .

Employment Terms

Change‑in‑Control Severance Plan: Double‑trigger; lump sum 2.99× (most recent salary + target annual bonus); no excise tax gross‑ups; health/life/financial counseling removed in 2014 . Estimated payout if CoC and subsequent termination at 12/31/2024: $6,279,000 for Ms. Lee .
Severance Policy: Cap at 2.99× salary + target bonus without prior or post stockholder approval within 15 months .
Clawback/Restitution: NYSE‑compliant clawback for restatements; restitution for fraudulent/illegal conduct .
Death/Disability Treatment: Upon death, unvested RSUs vest and PSUs/Strategic Alignment Awards pay at 100% target; disability vests RSUs/Strategic Alignment Awards (RSUs pay on schedule), PSUs continue based on actual performance (no acceleration/proration) .

Deferred Compensation, Pensions, Perquisites

Item	Details
Deferred compensation	Ms. Lee deferred $45,000 of 2024 comp into Stock Purchase & Deferral Plan (monthly stock units; company matching included in “All Other”)
SERP (Supplemental Employee Retirement Plan)	Present value $14,410,084; benefit frozen as of 12/31/2022; lump sum accrues interest at 2.3% until distribution; target annual retirement % for Ms. Lee is 50% with plan offsets; early retirement discounts per plan (freeze limits future changes)
2024 Personal benefits (incremental cost)	Auto $14,401; Communications $4,690; Company‑owned memberships $0; Financial counseling $17,925; Health coverage $164,779; Home security $1,298; Aircraft $0; Total personal benefits $203,093; Company matching to deferral plans $45,000; Life insurance premium $0; Total “All Other” $248,093

Related Person Transactions, Filings

Related person employment: Brother‑in‑law of Lori Lee employed by an AT&T subsidiary with ~$128,357 2024 gross compensation; approved under related party policy .
Section 16 filings: One late report for Ms. Lee (monthly deferral plan contribution), attributed to administrative error .

Investment Implications

Pay‑for‑performance alignment is tight: 2024 STI/LTI paid above target on core financials (Adj OI, FCF, EPS growth, ROIC) with disciplined relative TSR modifiers and robust clawback/restitution policies—reducing governance risk .
Near‑term supply from scheduled RSU distributions is predictable and modest (three annual tranches 2025–2027), while the 2025–2027 Strategic Alignment Award is performance‑conditioned and forfeitable—mitigating forced‑sale pressure and enhancing retention until late 2027 .
Ownership is small relative to float (<1%), but she meets stock ownership and retention requirements; no hedging and no pledging disclosed—supportive for alignment without collateral risks .
Change‑in‑control economics are standard double‑trigger with a 2.99× cap; no tax gross‑ups; death/disability provisions accelerate RSUs and fix PSUs at target—limited windfall features, lowering shareholder‑unfriendly optics .
Business execution tailwinds relevant to her scope (brand, customer experience, Mexico): strong NPS gains, fiber scale (29M passings), converged growth, FCF up $0.9B YoY, and ~40% TSR in 2024—her incentive metrics benefited from these outcomes and signal continued focus areas .

Appendix: Selected Quantitative Exhibits

2024 Company Operating Metrics Reference

Metric	2024
Mobility service revenue growth	+3.5% YoY
Broadband revenue growth	+7.2% YoY
Fiber revenue growth	+17.9% YoY
Cash from operations	$38.8B
Free Cash Flow	$17.6B
Total debt (YE 2024)	$123.5B
Net debt (YE 2024)	$120.1B
Capital investment	$22.1B
2024 TSR (single year)	>40%
2022–2024 TSR	48.3% (75th percentile of peer group)

Say‑on‑Pay and Peer Group

2024 Say‑on‑Pay approval: 90% votes cast “for” .
2024 Compensation peer group: Boeing, Charter, Cisco, Comcast, GE, GM, IBM, Intel, Netflix, Oracle, Salesforce, T‑Mobile US, UPS, Verizon, Walmart, Walt Disney .