William Kennard
AT&TAbout William E. Kennard
Independent Lead Director of AT&T (since Feb 2025); previously independent Chairman (Jan 2021–Feb 2025). Former U.S. Ambassador to the EU (2009–2013), former FCC Chairman (1997–2001), and ex-Managing Director at The Carlyle Group focusing on telecom/media (2001–2009). Education: B.A. in communications (Stanford) and J.D. (Yale Law School). Age 68; AT&T Director since 2014.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Independent Chairman of the Board | Jan 2021–Feb 2025 | Led Board during strategy reset; transitioned to Lead Director in 2025 |
| U.S. Department of State | U.S. Ambassador to the European Union | 2009–2013 | International trade and policy expertise |
| The Carlyle Group | Managing Director (Telecom/Media) | 2001–2009 | Led investments in telecom/media sectors |
| Federal Communications Commission | Chairman | 1997–2001 | Oversight of U.S. communications regulatory framework |
| Federal Communications Commission | General Counsel | 1993–1997 | Chief legal officer before Chair role |
| Verner, Liipfert, Bernhard, McPherson and Hand (now DLA Piper) | Partner, Board Member | — | Telecom legal practice; joined FCC from this firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ford Motor Company | Director | Current | Public company directorship |
| MetLife, Inc. | Director | Current | Public company directorship |
| Duke Energy Corporation | Director | 2014–2021 | Past public directorship |
| Astra Capital Management | Co‑Founder | — | Private equity firm co‑founder |
| Yale University | Trustee | Since 2014 | Board of trustees |
Board Governance
- Current role: Independent Lead Director; principal liaison for independent directors; approves agendas/schedules; presides over executive sessions; available for shareholder consultation; can call additional independent director meetings.
- Committee assignment: Governance & Policy Committee (GPC) member (all members independent). GPC met 5 times in 2024 and oversees director nominations, governance guidelines, board evaluation, director compensation recommendation, CSR/political giving oversight.
- Independence: Board determined Mr. Kennard is independent under NYSE standards; noted his <5% equity interest in a PE investment management firm that invests in companies transacting with AT&T, deemed immaterial and not compromising independence.
- Attendance: The Board held 6 meetings in 2024; all directors attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Board leadership context: In Feb 2025, AT&T combined Chair/CEO; Kennard moved from Chair to Independent Lead Director to maintain robust independent oversight.
Committee Participation (2024)
| Committee | Role | Meetings (2024) | Independence |
|---|---|---|---|
| Governance & Policy | Member | 5 | Committee fully independent |
Fixed Compensation
AT&T Non‑Employee Director Compensation Structure (2024)
| Component | Amount (USD) |
|---|---|
| Annual Retainer | $140,000 |
| Chairman of the Board Retainer | $250,000 |
| Committee Chair Retainers – Audit | $40,000 |
| Committee Chair Retainers – Human Resources | $30,000 |
| Committee Chair Retainers – Corporate Dev. & Finance | $25,000 |
| Committee Chair Retainers – Governance & Policy | $25,000 |
| Annual Award of Deferred Stock Units (DSUs) | $220,000 |
| Communications Services Stipend (inside AT&T footprint) | $4,000 |
| Communications Services Stipend (outside AT&T footprint) | $6,000 |
Note: Beginning in 2025, the Lead Director retainer is $60,000.
William E. Kennard – 2024 Director Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (DSUs) | Total |
|---|---|---|---|
| 2024 | $390,000 | $220,000 | $610,000 |
Observations: The $390,000 cash equals the $140,000 annual retainer plus the $250,000 Chairman retainer, reflecting his 2024 service as independent Chair.
Performance Compensation
| Element | Details |
|---|---|
| Equity Instrument | Annual grant of deferred stock units (DSUs) for $220,000; fully earned and vested at issuance. |
| Distribution | Paid in cash beginning in the calendar year after the director leaves the Board, in lump sum or up to three annual installments (director election). |
| Performance Metrics | None disclosed for directors; DSUs are not performance‑conditioned. |
| Additional Deferrals | Directors may defer cash retainers into additional DSUs or a cash account earning Moody’s long‑term corporate bond yield; may also purchase AT&T common stock via the Director Stock Purchase Plan. |
Other Directorships & Interlocks
| Company | Type | Relationship / Interlock Considerations |
|---|---|---|
| Ford Motor Company | Current Public Board | Large enterprise that may purchase communications services; no related‑party issue disclosed for Kennard. |
| MetLife, Inc. | Current Public Board | Large enterprise that may purchase communications services; no related‑party issue disclosed for Kennard. |
| Duke Energy Corporation | Former Public Board (2014–2021) | Prior public board; no current interlock. |
Independence review noted Kennard’s <5% equity interest in a PE management company investing in firms transacting with AT&T; Board deemed non‑material and preserved independence.
Expertise & Qualifications
- Deep U.S./global telecom regulatory mastery from FCC Chair and General Counsel roles.
- International policy/negotiation experience from Ambassadorship to the EU.
- Private equity and capital allocation expertise from Carlyle (telecom/media lead) and Astra Capital co‑founder.
- Legal training (Yale Law) and communications background (Stanford) supporting oversight of complex regulatory, strategic, and technological shifts.
Equity Ownership
| As of Dec 31, 2024 | Common Shares Beneficially Owned | Restricted Stock Units (within 60 days) | Non‑Voting Vested Stock Units | Ownership as % of Shares Outstanding |
|---|---|---|---|---|
| William E. Kennard | 0 | 0 | 119,351 | <1% |
Notes: Director DSUs are non‑voting and distributed after board service ends; table indicates no shared voting/investment power for Kennard.
The proxy did not disclose any pledged shares for Kennard.
Governance Assessment
- Strengths:
- Robust independent leadership continuity: moved from independent Chair to Independent Lead Director with clearly defined authorities (agenda approval, executive sessions, shareholder engagement). This structure mitigates risks from combining CEO/Chair in 2025.
- Strong attendance culture and engagement: all directors ≥75% attendance and full annual meeting attendance in 2024; Kennard regularly participates in shareholder engagement as a board leader.
- High relevance expertise: telecom regulation, global policy, and capital allocation directly align with AT&T’s regulatory and strategic landscape.
- Alignment and incentives:
- 2024 pay included $390k cash (reflecting Chair retainer) and $220k DSUs; DSUs vest immediately but are deferred until after service, promoting longer‑term alignment.
- Beneficial ownership shows 119,351 vested stock units but 0 common shares; units are non‑voting and paid in cash at distribution—acceptable under AT&T’s director program but some investors may prefer direct share ownership.
- Conflicts monitoring:
- Board explicitly reviewed Kennard’s <5% equity interest in a PE management company investing in firms that transact with AT&T and concluded relationships are immaterial, and he remains independent.
- RED FLAGS (current assessment):
- Change from independent Chair to combined CEO/Chair concentrates authority; partially mitigated by Kennard’s empowered Lead Director role and independent committees.
- Zero beneficially owned common shares (vs. DSUs) may be viewed by some as weaker “skin in the game,” though DSUs align with long‑term service and value.
Overall: Kennard’s regulatory and international credentials, leadership continuity as Independent Lead Director, and documented independence determination support board effectiveness. Areas for continued monitoring include ownership mix preferences and any evolving PE‑related exposures, though currently deemed immaterial by the Board.