Michael McCallister
AT&TAbout Michael B. McCallister
Retired Chairman and CEO of Humana Inc.; currently an independent director of AT&T (Director since 2013). Age 72; B.S. in accounting from Louisiana Tech University and MBA from Pepperdine University. Led Humana’s expansion as CEO (2000–2012) and Chairman (2010–2013), nearly quadrupling revenues and elevating the company to the Fortune 100. AT&T classifies him as an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Humana Inc. | Chief Executive Officer | 2000–2012 | Led significant expansion; revenues nearly quadrupled; company became a Fortune 100 firm |
| Humana Inc. | Chairman of the Board | 2010–2013 | Board leadership during continued growth |
| Humana Inc. | Director | Beginning in 2000 | Long-term board service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bancorp | Director | Current | Not disclosed in AT&T proxy |
| Zoetis Inc. | Director | Current | Not disclosed in AT&T proxy |
Board Governance
- Committees: Audit Committee (member); Human Resources Committee (member) .
- Audit Committee held 11 meetings in 2024; Human Resources Committee held 5 meetings in 2024 .
- Independence: Board determined McCallister is independent under NYSE standards .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board meetings: The Board held six meetings in 2024 .
Fixed Compensation (Director)
| Year | Cash Retainers ($) | Stock Awards – DSUs ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2023 | 198,333 | 220,000 | 418,333 | 2023 Director Compensation Table |
| 2024 | 140,000 | 220,000 | 360,000 | 2024 Director Compensation Table |
- Structure (non-employee directors): Annual cash retainer $140,000; annual deferred stock unit grant $220,000; committee chair fees (if applicable); communications stipend ($4,000 in-service area; $6,000 out-of-area). Beginning 2025, Lead Director retainer is $60,000; Chairman retainer $250,000 (no extra for CEO/Chair) .
- Retainer-funded share purchases: McCallister purchased 5,819 shares in 2023 and 3,663 shares in 2024 via director plans, indicating ongoing alignment through direct share acquisition .
Performance Compensation
- Non-employee directors do not receive performance-based incentive pay at AT&T; equity is granted as immediately vested deferred stock units (distributed after board service ends). No stock options or performance metrics apply to director compensation .
Other Directorships & Interlocks
| Company | Nature | Relevance to AT&T |
|---|---|---|
| Fifth Third Bancorp | Current public company directorship | No related-person transaction or independence impairment disclosed for McCallister |
| Zoetis Inc. | Current public company directorship | No related-person transaction or independence impairment disclosed for McCallister |
- AT&T’s independence review disclosed arm’s-length commercial relationships for certain other directors (Ford, Taylor) but did not identify any such relationships for McCallister; the Board determined he is independent .
Expertise & Qualifications
- Senior leadership of a large public company; strategic planning with focus on organic growth in the evolving healthcare sector; development of customer-focused solutions. Academic credentials: B.S. (Accounting) Louisiana Tech; MBA Pepperdine .
Equity Ownership
| As of | Beneficial Ownership (Shares) | Shared Voting/Investment Power (Shares) | Non‑Voting Vested Stock Units (Units) |
|---|---|---|---|
| Dec 31, 2023 | 65,413 | 50,364 | 119,108 |
| Dec 31, 2024 | 69,076 | 69,076 | 138,672 |
Notes:
- Each non-voting vested stock unit equals one AT&T share in value; director DSUs are paid in cash or stock per plan at distribution and carry no voting rights .
Governance Assessment
- Strengths: Independent director with extensive public company CEO/Chair experience; active roles on Audit and Human Resources Committees (core oversight areas). Committee workloads are meaningful (Audit: 11 meetings; HRC: 5 meetings in 2024). Board reports all directors met the 75% attendance threshold in 2024 .
- Alignment: Compensation mix favors equity via annual DSU grants; McCallister additionally purchased common shares with cash retainers in 2023 and 2024, reinforcing alignment with shareholders .
- Independence & conflicts: Board affirmed independence; no related‑person transactions disclosed for McCallister in the 2025 proxy .
- RED FLAGS:
- One late Section 16(a) report covering a transfer of shares to a family trust in February 2025 (administrative error). AT&T disclosed that all officers and directors were otherwise compliant in the period reviewed .