Stephen Luczo
AT&TAbout Stephen J. Luczo
Stephen J. Luczo (age 68) is an independent director of AT&T Inc., serving since 2019, with deep operating and transaction experience as former Chairman and multi-term CEO of Seagate Technology and current Managing Partner at Crosspoint Capital Partners; he holds an A.B. in economics and an M.B.A. from Stanford University . At AT&T, he chairs the Corporate Development & Finance Committee and serves on the Audit and Executive Committees, contributing expertise in technology, finance, M&A, and capital allocation . The Board reported six meetings in 2024 with all directors attending at least 75% of Board and committee meetings and attending the 2024 Annual Meeting; Luczo is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seagate Technology plc | Chairman of the Board | 2002 – Jul 2020 | Oversaw strategic planning, cost initiatives, and transactions; remained a director until Oct 2021 |
| Seagate Technology plc | Chief Executive Officer | 1998 – 2004; 2009 – 2017 | Led multi-year operational and strategic transformations |
| Morgan Stanley | Director (Past Public Company Directorship) | 2019 – 2024 | Board service at a global financial institution |
| Investment banking firms (various) | Investment banking roles | Pre-1993 | Corporate development background prior to Seagate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crosspoint Capital Partners, L.P. | Managing Partner | Feb 2020 – Present | PE firm focused on cybersecurity and privacy |
| RSA Conference | Board of Directors | Since Aug 2024 | Industry governance and ecosystem engagement |
Board Governance
| Category | Detail |
|---|---|
| Independence | Determined independent by the Board; meets NYSE standards |
| Board Meetings (2024) | 6 meetings; all directors attended ≥75% of Board and committee meetings; all attended 2024 Annual Meeting |
| Committee Memberships | Audit (member) |
| Committee Chair Roles | Corporate Development & Finance (Chair) |
| Executive Committee | Member; no meetings held in 2024 |
| Committee Meeting Counts (2024) | Audit: 11 ; Corporate Development & Finance: 5 ; Executive: 0 |
| Committee Mandates (Luczo’s focus areas) | Audit: oversight of financial reporting, compliance, enterprise risk including cybersecurity ; CDF: capital structure, dividends, M&A, technology investments |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $140,000 | AT&T standard 2024 retainer |
| Committee Chair Retainer – Corporate Development & Finance | $25,000 | AT&T schedule (committee chair amounts) |
| 2024 Fees Earned or Paid in Cash (Luczo) | $140,000 | Actual 2024 cash compensation from Director table |
| Annual Communications Services Stipend | $4,000 / $6,000 | Within AT&T service area / outside service area |
| 2024 AT&T Director Compensation (Luczo) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $140,000 |
| Stock Awards (DSUs) | $220,000 |
| Total | $360,000 |
| Deferred Stock Units Purchased with Retainers (units) | 7,326 |
Performance Compensation
| Element | Structure | Terms |
|---|---|---|
| Annual Deferred Stock Units (DSUs) | Grant value $220,000 per year | Number of units = $220,000 ÷ closing price on last trading day of grant month; fully earned and vested at issuance |
| Dividend Equivalents | Additional DSUs | DSUs earn dividend equivalents in the form of additional deferred stock units |
| Distribution | Cash after Board service ends | Paid beginning in the calendar year after departure, lump sum or up to three annual installments, based on then-current stock price |
| Director Deferrals | Optional | Directors may defer retainers into DSUs or a cash account earning Moody’s Rate; can convert cash deferrals to DSUs; also can buy AT&T common stock via Director Stock Purchase Plan |
Note: AT&T director equity grants (DSUs) are not performance-conditioned (no TSR/ROIC hurdles); they are fully vested at grant and distributed post-service, designed to align with shareholder value through stock price changes and dividend equivalents .
Other Directorships & Interlocks
| Company | Role | Period | Potential Interlock/Exposure |
|---|---|---|---|
| Morgan Stanley | Director | 2019 – 2024 | No AT&T-related transactions disclosed; no conflict noted |
| Seagate Technology plc | Chairman; Director | 2002 – 2021 | No AT&T-related transactions disclosed; no conflict noted |
- Related Person Transactions: Proxy discloses certain family employment ties for other executives; no related-person transactions disclosed involving Luczo .
- Section 16(a) compliance: 2025 proxy lists late filings for select insiders; no late filings mentioned for Luczo in 2024 reporting cycle .
Expertise & Qualifications
- Technology and innovation leadership from Seagate CEO/Chairman roles and Crosspoint’s cybersecurity focus, with strategic planning and transaction expertise .
- Financial and capital allocation acumen; experience executing cost initiatives and strategic transactions; investment banking background .
- Education: A.B. in economics and M.B.A., both from Stanford University .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Non‑Voting Vested Stock Units (units) | Shared Voting & Investment Power (shares) | Percent of Class |
|---|---|---|---|---|
| Stephen J. Luczo | 562,500 | 106,261 | 0 | Less than 1% |
- Company shares entitled to vote at 2025 record date: 7,200,741,471 (context for percent-of-class) .
Governance Assessment
- Board effectiveness: As Chair of Corporate Development & Finance, Luczo is positioned over dividend recommendations, capital structure reviews, M&A, and key technology decisions—areas directly tied to value creation and capital discipline; his Audit membership adds oversight of financial reporting, compliance, and cybersecurity risks .
- Independence and attendance: Explicitly designated independent; Board reported strong attendance norms (≥75%) and Annual Meeting participation, supporting engagement and oversight quality .
- Alignment and incentives: Director pay mix balances cash retainer with annual DSU grants that are fully vested but distributed post-service, reinforcing long-term alignment via stock performance and dividend equivalents; deferral options further increase exposure to AT&T equity .
- Conflicts and red flags: No related-party transactions or late Section 16 filings identified for Luczo; committee structures are fully independent; AT&T maintains clawback, restitution, and insider trading/hedging controls for executives, with robust governance processes (Lead Director, executive sessions, annual evaluations), mitigating governance risk signals .