Pascal Desroches

About Pascal Desroches

Pascal Desroches is Senior Executive Vice President and Chief Financial Officer of AT&T, a role he has held since April 2021, overseeing financial planning, accounting, tax, auditing, treasury, investor relations, and corporate real estate for AT&T’s connectivity business . He previously served as EVP & CFO of WarnerMedia, CFO of Turner Broadcasting, and Global Controller at Time Warner; earlier he was a KPMG partner and a professional accounting fellow at the SEC’s Office of the Chief Accountant . He is an honors graduate of St. John’s University (BS in Accounting) and holds an MBA from Columbia Business School . Under his finance leadership, AT&T’s 2024 short‑term incentive attainment was above target (Adj Operating Income 102% payout 112%, FCF 103% payout 114%), 3‑year TSR for the 2022–2024 LTI period was 48.3% (Quartile 2), and the company delivered $17.6B in full‑year free cash flow alongside service revenue growth in key segments (Mobility +3.5%, Broadband +7.2%, Fiber +17.9%) .

Past Roles

Organization	Role	Years	Strategic Impact
AT&T	Senior EVP & Chief Financial Officer	Apr 2021–present	Led cost transformation, deleveraging and investment-led strategy across 5G and fiber
WarnerMedia	Executive Vice President & CFO	Prior to 2021	Oversaw all financial operations; helped navigate separation and strategic repositioning
Turner Broadcasting	Administrative Officer; CFO	Prior to 2021	Led global finance and administrative functions (strategy, research, technology)
Time Warner	Senior VP & Global Controller	Prior to 2021	Strengthened controllership and reporting across a complex media portfolio
KPMG	Partner, Department of Professional Practice	Prior to Time Warner	National office leadership; technical standards and audit quality
U.S. SEC	Professional Accounting Fellow, Office of Chief Accountant	Prior to KPMG/Time Warner	Policy, accounting standards, and regulatory oversight

External Roles

Organization	Role	Years	Notes
Federal Reserve Bank of Dallas	Board of Directors	Since 2024	Regional Federal Reserve governance
United Way of Metropolitan Dallas	Board of Directors	—	Community leadership
Prep for Prep	Board of Trustees	—	Education non-profit governance
UT Southwestern	President’s Advisory Board	—	Health system advisory
DaVita Inc. (NYSE: DVA)	Director; Audit Committee Chair (prior)	—	Prior public company board; audit leadership
St. John’s University	Trustee (prior)	—	Higher education board service

Fixed Compensation

Multi-year summary (Summary Compensation Table):

Metric	2022	2023	2024
Salary ($)	1,250,000	1,250,000	1,250,000
Stock Awards ($)	7,499,993	7,500,000	10,499,992
Non-Equity Incentive Plan Compensation ($)	2,612,500	3,162,500	2,942,500
All Other Compensation ($)	390,014	713,321	784,627
Total ($)	11,752,507	12,660,041	15,477,119

Short-term incentive target and payout (2024):

Metric	Target Short-Term ($)	Payout %	Final Award Paid ($)
2024 STI (Desroches)	2,750,000	107%	2,942,500

Performance Compensation

Short-term performance metrics (2024):

Metric	Weight	Target/Definition	Attainment	Payout %
Compensation Adjusted Operating Income	60%	Company-set payout table (Target=100%)	102%	112%
Free Cash Flow	20%	Company-set payout table (Target=100%)	103%	114%
Strategic Component	20%	Culture, reliability, repositioning, etc.	—	85%
Weighted Average Payout	—	—	—	107%

Long-term performance (Performance Shares 2022–2024):

Metric	Weight	Target	Actual	Payout %
3-Year Adj EPS CAGR	50%	1.4%	2.0%	109%
3-Year Avg ROIC	50%	8.6%	9.0%	119%
Relative TSR Modifier	±20 pts	Quartiles vs peer group	Quartile 2 (3‑yr TSR 48.3%)	0%
Final Long‑Term Payout	—	—	—	114%

Long-term incentive distributions realized (Desroches):

Item	Shares/Units	Ending Stock Price	Value
2022 Performance Shares (earned 114%)	324,426 shares	$24.02	$7,792,707
RSUs – 2021 grant (third tranche paid in 2024)	21,186 shares	$16.48	$349,145
RSUs – 2022 grant (second tranche paid in 2024)	31,620 shares	$16.48	$521,098
RSUs – 2023 grant (first tranche paid in 2024)	31,250 shares	$16.48	$515,000

2024 long-term grants (targets and structure, Desroches):

Award Type	Target Value ($)	Weight	Metrics & Payout Modifier	Period
Performance Shares	6,375,000	75%	50% Adj EPS CAGR, 50% ROIC; TSR ±20 pts vs S&P 500	2024–2026
RSUs	2,125,000	25%	Stock price only; dividend equivalents in cash	3-year, ratable vest
Strategic Alignment Award (performance-conditioned RSUs)	1,999,998	—	Relative TSR; −20% if bottom quartile; 100% paid in stock	Service thru 2027; vests Dec 2027

Vesting/distribution mechanics (structures):

RSUs vest and distribute 33‑1/3% per year over three years; retirement-eligible officers vest at grant but distributions follow the scheduled timeline (Desroches’ 2024 RSU grant: 123,690 units distributing in January 2025/2026/2027) .
Performance Shares settle 66% in cash and 34% in stock upon vest; combined PS+RSU distributions are designed to be 50% cash and 50% stock .

Equity Ownership & Alignment

Beneficial ownership (as of Dec 31, 2024):

Category	Shares/Units
Total AT&T Beneficial Ownership	674,291
Restricted Stock Units (distributable within 60 days)	100,216
Shared Voting & Investment Power	16,920
Non‑Voting Vested Stock Units	332,037

Ownership policies and alignment:

Stock ownership guideline for Executive Officers: lesser of 3× base salary or 50,000 shares; all NEOs were in compliance as of Dec 31, 2024 .
Equity retention: must hold 25% of AT&T shares received from awards (net of taxes/exercise costs) until termination; all NEOs compliant as of Dec 31, 2024 .
Hedging is prohibited for executive officers; clawback and restitution policies in place per Rule 10D‑1 .
Scheduled future distributions may create predictable supply: 2024 RSU grant to Desroches (123,690 units) distributes across 2025/2026/2027; outstanding PS balances include 2023–2025 (562,500 units) and 2024–2026 (742,142 units); Strategic Alignment Award 87,912 units vests in Dec 2027 (100% stock) .

Deferred compensation and elections (2024):

Plan	Executive Contributions ($)	Registrant Contributions ($)	Aggregate Earnings ($)	Aggregate Balance ($)
Stock Purchase & Deferral Plan	3,125,000	688,350	1,387,055	5,067,868
WarnerMedia Employee Supplemental Savings Plan	0	0	841,031	6,342,696
2018 Incentive Plan (vested RSUs pending distribution)	2,124,994	0	1,449,371	4,774,550

Employment Terms

Employment start date as AT&T CFO: effective April 1, 2021; previously served as Senior EVP of Finance during transition .
Severance policy: payment limit of 2.99× salary and target bonus; no “single trigger” change‑in‑control provisions .
Clawback and restitution policies: recovery of erroneously awarded incentive comp upon restatement; restitution for fraudulent/illegal conduct .
Pension and SERP: Desroches has frozen WarnerMedia qualified pension (present value $299,758) and WarnerMedia excess pension ($163,688); not eligible for AT&T SERP benefits .
Perquisites: automobile allowance, communications, financial counseling, health coverage, home security; personal aircraft use requires reimbursement; values included in “All Other Compensation” .
Post-retirement benefits schedule: financial counseling/estate planning and communications benefits; death/disability vesting terms (100% of target for PS/SAA on death) .

Performance Compensation (Metric Detail)

Component	Metric	Weight	Target	Actual	Payout %	Vesting/Settlement
Short‑Term (2024)	Adj Operating Income	60%	Company target (100%)	102%	112%	Cash in annual bonus
Short‑Term (2024)	Free Cash Flow	20%	Company target (100%)	103%	114%	Cash in annual bonus
Short‑Term (2024)	Strategic Component	20%	Qualitative scorecard	—	85%	Cash in annual bonus
Long‑Term (2022–2024)	Adj EPS CAGR	50%	1.4%	2.0%	109%	66% cash / 34% stock
Long‑Term (2022–2024)	ROIC	50%	8.6%	9.0%	119%	66% cash / 34% stock
TSR Modifier	Relative TSR	±20 pts	Peer quartiles	Quartile 2; 48.3% 3‑yr TSR	0%	Applies to PS payout
Strategic Alignment Award	Relative TSR (S&P 500)	—	Quartile outcomes	Bottom quartile reduces −20%	—	100% stock; vests Dec 2027

Compensation Structure Analysis

2024 pay mix increased equity risk for Desroches: target long‑term value raised by $1M to align with peers amidst talent competition, while maintaining majority at‑risk pay tied to long‑term metrics .
Multi‑metric design (Adj EPS CAGR, ROIC, TSR) with explicit performance exclusions supports line‑of‑sight and reduces one‑off distortions in payouts .
Governance safeguards: no single‑trigger CIC, clawback and restitution, stock ownership and retention requirements; say‑on‑pay support at 90% in 2024 .

Equity Ownership & Alignment (Additional Indicators)

Compliance with ownership guidelines and 25% retention rule strengthens alignment; hedging prohibited; no specific pledging disclosures identified in proxy .
Scheduled RSU distributions (123,690 units over 2025–2027) and outstanding PS balances (2023–2025: 562,500; 2024–2026: 742,142) create visibility into future equity deliveries; PS cash/stock mix reduces near‑term selling pressure .

Employment & Contracts (Retention Risk)

Special Strategic Alignment Award (Dec 2024) requires continuous service through 2027 and is performance‑conditioned on relative TSR, increasing retention and market‑aligned incentives .
Severance capped at 2.99× salary + target bonus and absence of single‑trigger CIC lowers windfall risk while preserving flexibility .
Deferred stock purchases ($3.125M executive contributions with $688k company match in 2024) further signal equity alignment and long‑term orientation .

Performance & Track Record

2024 operational outcomes: FCF $17.6B (+$0.9B YoY), cash from operations $38.8B, total debt $123.5B, net debt $120.1B; capital investment $22.1B .
Subscriber momentum: 1.65M Mobility postpaid phone net adds; 1M+ fiber net adds (7th consecutive year); FirstNet >6.7M connections; fiber locations passed ~29M .
Execution risks noted: network reliability/security issues, slower cultural transformation, and Business Wireline revenue pressures; nevertheless, maintained industry‑low postpaid churn and improved returns (2024 TSR >40%) .

Say‑on‑Pay & Peer Group

Say‑on‑pay approval: 90% of votes cast in 2024 supported the executive compensation program .
2024 compensation peer group aligned to AT&T’s size and tech‑enabled services (e.g., Cisco, Charter, Comcast, IBM, Intel, Oracle, T‑Mobile US, Verizon, Disney, Walmart, GE, GM, Boeing, Salesforce, UPS, Netflix) .

Investment Implications

Alignment: Strong pay‑for‑performance architecture (multi‑year PS metrics with TSR modifier), ownership/retention requirements, and significant deferral into stock units point to high alignment with shareholders .
Retention risk: Low near‑term risk given the 2025–2027 Strategic Alignment Award requiring continuous service and market‑condition performance, plus visible RSU/PS schedules through 2027 .
Trading signals: Predictable RSU distributions (123,690 units over 2025–2027) and PS outcomes could create episodic supply; PS cash/stock mix (66%/34%) mitigates immediate selling pressure, while no hedging allowed reduces adverse signaling .
Governance protections: 2.99× severance cap, no single‑trigger CIC, and robust clawback/restitution reduce asymmetric downside for shareholders; ongoing say‑on‑pay support (90%) provides program stability .
Execution watch‑outs: Management acknowledges reliability/security issues and Business Wireline secular headwinds; continued delivery against FCF and ROIC targets remains critical to sustaining above‑target payouts and TSR momentum under Desroches’ finance stewardship .