Marissa Mayer - Director | AT&T (T) Executive Profile & Compensation

About Marissa Mayer

Marissa A. Mayer (age 49) is an independent director of AT&T Inc. (T), appointed in 2024. She is CEO and co‑founder of Sunshine Products, and previously served as CEO/President and director at Yahoo (2012–2017) after 13 years at Google, where she held VP roles in Search and in Local/Maps. She holds a B.S. in Symbolic Systems and an M.S. in Computer Science (AI specialization) from Stanford University. At AT&T, she brings deep technology, AI, product and consumer internet expertise; she sits on the Audit and the Corporate Development & Finance Committees.

Past Roles

Organization	Role	Tenure	Committees / Impact
Sunshine Products	Chief Executive Officer, Co‑founder	2018–present	AI consumer applications focus; operating CEO experience
Yahoo!, Inc.	CEO, President, Director	2012–2017	Led strategic/operational turnaround efforts
Google, Inc.	VP, Local/Maps/Location; VP, Search Products & UX (earlier roles since 1999)	1999–2012	Senior leadership in core consumer products and UX

External Roles

Organization	Role	Since	Notes
Walmart Inc.	Director	2012	Current public company directorship
Nextdoor, Inc.	Director	May 2024	Current public company directorship
San Francisco Ballet	Director/Trustee	n/a	Nonprofit governance
WEF – Forum of Young Global Leaders (Foundation)	Foundation board (prior)	n/a	Prior nonprofit governance

Board Governance

Independence: The Board determined Mayer is independent under NYSE standards; all members of the Audit, Human Resources, Governance & Policy, and Corporate Development & Finance committees are independent.
Committees: Audit (financial reporting, auditor oversight, compliance, enterprise risk incl. privacy/cybersecurity; 11 meetings in 2024) and Corporate Development & Finance (M&A/strategy, capital structure, dividends; 5 meetings in 2024). Mayer is not a chair.
Attendance and engagement: The Board met 6 times in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting. Stockholder engagement covered investors representing ~30% of shares outstanding in 2024.
Tenure on AT&T Board: Director since 2024.
Lead Independent Director/structure context: Independent committees, executive sessions, and robust Lead Director role support independent oversight.

Fixed Compensation (Director Pay Structure and Mayer 2024 Actuals)

Item	Amount	Notes
Annual Cash Retainer (standard)	$140,000	2024 director retainer (non‑chair)
Committee Chair Retainers	$40,000 (Audit); $30,000 (HRC); $25,000 (CDF, Governance)	Mayer is not a chair
Equity Retainer (Deferred Stock Units)	$220,000 per year	Granted as DSUs; fully vested at grant, paid after board service ends
Communications services stipend	$4,000 (inside AT&T footprint) or $6,000 (outside)	Director‑level stipend
Lead Director Retainer (from 2025)	$60,000	Governance context; not applicable to Mayer

Mayer – 2024 Director Compensation	Amount	Source
Fees Earned or Paid in Cash	$175,000	2024 Director Compensation Table
Stock Awards (DSUs)	$266,885	2024 Director Compensation Table (includes proration around March 1, 2024 election and 2024 meeting)
Total	$441,885	2024 Director Compensation Table

Notes: First elected March 1, 2024; amounts include prorated elements through the 2024 Annual Meeting as disclosed. AT&T does not pay meeting fees; there are only chair retainers in addition to the base retainer.

Performance Compensation

AT&T does not use performance‑conditioned pay for non‑employee directors. Equity is delivered as fully‑vested Deferred Stock Units (DSUs) that accrue dividend equivalents and are distributed after board service ends. No stock options are granted to directors.
Metrics table: Not applicable to directors (no performance metrics or payout curves apply to director compensation).

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict Considerations
Walmart Inc.	Director	The proxy’s independence review did not cite any relationships creating a material conflict for Mayer; she was affirmed independent.
Nextdoor, Inc.	Director	No related‑party transactions disclosed involving Mayer or these companies.

AT&T’s independence determination disclosed commercial relationships only for directors Ford and Taylor; none were cited for Mayer.

Expertise & Qualifications

Technology/AI and consumer internet product leadership (Google, Yahoo, Sunshine).
Oversight relevance: Audit Committee’s mandate includes cyber/privacy risk oversight—Mayer’s AI/technology background strengthens risk oversight and product/innovation insight at the board level.
Senior leadership and human capital management experience from prior CEO role.

Equity Ownership

Category (as of Dec 31, 2024)	Amount	Notes
Beneficial ownership (common)	0 shares	Less than 1% of outstanding common stock; individual/director totals disclosed
Non‑voting vested stock units	15,180 units	Director DSUs; paid in cash or stock per plan on distribution; carry no voting rights
Shared voting/investment power	0 shares	Disclosure as of Dec 31, 2024
Pledged shares	None disclosed	No pledging reported for Mayer

Policy notes: Directors can defer retainers into DSUs or cash deferral accounts; DSUs receive dividend equivalents; distributions occur after service ends.

Insider Trades (Form 4 activity)

Pattern: No open‑market purchases or sales were identified; filings reflect periodic DSU credits/awards consistent with director retainer deferrals/dividend equivalents. Examples:

2025‑10‑31 (filed 2025‑11‑04): Award of 320.0929 Deferred Stock Units; post‑transaction holdings 28,868.9169 units; reported as indirect ownership (plan).
2025‑07‑31 (filed 2025‑08‑04): Award of 286.1327 Deferred Stock Units; post‑transaction holdings 28,548.824 units; reported as indirect ownership (plan).

Note: Data pulled using insider-trades skill for T, filtered for “Mayer” (covers 2024–2025 period; multiple similar DSU “A-Award” entries). No open‑market “P”urchases or “S”ales were observed in the retrieved set.

Related Party Transactions and Conflicts

The proxy lists related‑person transactions (e.g., family employment for certain executives). None involve Mayer.
Independence determination: Board affirmed Mayer as independent; no material relationships cited for Mayer.
Hedging/pledging: AT&T policy prohibits hedging of AT&T stock/awards by executive officers; no director‑specific pledging by Mayer disclosed.

Say‑on‑Pay & Shareholder Feedback (Governance context)

Say‑on‑Pay support: 90% approval at the 2024 Annual Meeting, reflecting investor support for compensation program design.
Engagement: Management and the Independent Lead Director engaged with stockholders (~30% of shares outstanding) across spring/fall 2024 on strategy, governance, and compensation.

Governance Assessment

Positives

Independent director with deep AI/technology and consumer product expertise; strengthens oversight on cybersecurity/data risk via Audit Committee.
Committee assignments align with background (Audit; Corporate Development & Finance overseeing strategy, M&A, and capital allocation).
No related‑party transactions; independence affirmed; general Board/committee attendance thresholds met.
Director pay structure is balanced (cash retainer + equity DSUs), with DSUs distributed post‑service, supporting alignment and reduced short‑termism.

Watch‑items / Potential Red Flags

Ownership alignment relies on DSUs; as of year‑end 2024, no beneficial common shares held (0 shares), though non‑voting DSUs totaled 15,180 units; monitor growth in equity alignment over tenure.
Multiple public boards (Walmart, Nextdoor) can raise time‑commitment questions; however, 2024 attendance thresholds were met, and no conflicts disclosed.

Overall, Mayer’s technology/AI credentials and committee roles (especially Audit) are additive to AT&T’s board effectiveness, with no disclosed conflicts or attendance issues. Director compensation and DSU structure provide alignment without pay‑for‑performance complexity at the director level.