Matthew Rose
AT&TAbout Matthew K. Rose
Matthew K. Rose, age 66, is an independent director of AT&T Inc. and has served on the Board since 2010 . He is a retired Chairman and CEO of Burlington Northern Santa Fe (BNSF), where he led the company through the Berkshire Hathaway acquisition and held multiple senior operating roles over a 26-year career; he holds a B.S. in marketing from the University of Missouri . At AT&T, Rose serves on the Human Resources Committee and the Corporate Development & Finance Committee, contributing deep expertise in operations, logistics, strategic planning, and oversight of large, regulated organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burlington Northern Santa Fe, LLC | Chairman and CEO; previously President & COO; Sr. VP & COO | CEO/Chairman 2002–2019; President & COO 1999–2000; Sr. VP & COO 1997–1999; 26-year career (joined 1993) | Guided 2009 acquisition by Berkshire Hathaway; oversaw long-term strategic planning and union workforce management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: The Board determined Rose is independent under NYSE standards; all members of the Audit, Human Resources, Governance & Policy, and Corporate Development & Finance committees are independent .
- Committee assignments: Human Resources (5 meetings in 2024), Corporate Development & Finance (5 meetings in 2024) .
- Attendance and engagement: The Board held 6 meetings in 2024; all Directors attended at least 75% of Board and applicable committee meetings and attended the 2024 Annual Meeting .
- Board leadership/oversight: Robust independent leadership with an Independent Lead Director who presides over executive sessions of independent directors and may call additional meetings beyond quarterly; the Board’s committees oversee compensation, risk, audit, and corporate development .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | Standard non-employee director retainer |
| Fees earned or paid in cash (2024) | $140,000 | Rose’s 2024 cash compensation |
| Annual DSU grant (2024) | $220,000 | Fully vested at issuance; distributed after leaving the Board |
| DSUs purchased with retainers (2024) | 7,326 units | Purchased under Director Stock & Deferral Plan |
| Communications stipend | $4,000 or $6,000 | Within AT&T service area ($4k) or outside ($6k); billed to director |
Notes:
- Director equity units earn dividend equivalents as additional DSUs; distribution occurs as cash in the calendar year after Board service ends, per the Director Plan .
- Committee chair fees apply only to chairs; Rose is not a chair (Audit $40k, HR $30k, Finance $25k, Governance $25k) .
Performance Compensation
- Non-employee directors do not receive performance-based equity, options, or incentive payouts; annual equity awards are fixed-value DSUs and are fully vested at grant (no performance metrics) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Fluor Corporation |
| Shared directorships with AT&T peers/customers/suppliers | Not disclosed in proxy |
| Related-party transactions | None disclosed involving Rose; committee reviews and prohibits transactions inconsistent with stockholder interests |
Expertise & Qualifications
- Executive oversight of large, complex, highly regulated operations; logistics and operations management; long-term strategic planning; union workforce experience .
- Brings governance and risk oversight aligned to AT&T’s regulated communications environment .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total AT&T beneficial ownership | 208,050 shares | Shared voting and investment power shares: 208,050 |
| Non-voting vested stock units | 303,335 units | Stock units carry no voting rights; paid in stock or cash depending on plan/election |
| Ownership as % of shares outstanding | <1% | Each Director and officer listed owns <1% |
| Pledged shares | Not disclosed | No pledging disclosed in proxy |
Governance Assessment
- Committee effectiveness: Dual membership on Human Resources (compensation oversight, succession planning) and Corporate Development & Finance (capital allocation, M&A oversight) positions Rose well to influence pay-for-performance and strategic capital decisions without chair-level control—useful for balanced oversight with limited conflict risk .
- Independence and attendance: Independent status and ≥75% attendance with full Annual Meeting participation support investor confidence in board engagement .
- Compensation alignment: Director pay mix of fixed cash and equity DSUs (including personal DSU purchases) aligns interests with stockholders without short-term performance gaming; no options or incentive structures for directors .
- Conflicts/related-party exposure: No related-person transactions disclosed for Rose; overall related-party oversight is formalized and conservative (thresholds, arm’s-length, below NYSE materiality) .
- Signals: 2024 Say-on-Pay support at 90% and continued use of independent consultant FW Cook reinforce broader compensation governance quality at AT&T; HR Committee composition includes Rose .
RED FLAGS: None disclosed specific to Rose. No attendance shortfalls, no related-party transactions, no pledging/hedging disclosures implicating him; he is not a committee chair and therefore carries lower compensation-setting concentration risk .
Overall implication: Rose’s logistics and regulated-industry oversight background adds operational rigor to HR and finance oversight at AT&T, with clean independence and standard director compensation—supportive for investor confidence in board effectiveness without apparent conflicts .