2022 - notice of annual meeting of stockholders and proxy statement

www.att.com

AT&T Inc.

One AT&T Plaza Whitacre Tower

2022

NOTICE OF ANNUAL

MEETING OF

STOCKHOLDERSAND

PROXYSTATEMENT

208 S. Akard Street Dallas, TX 75202

To Our Stockholders

IT’S A PLEASURE TO INVITE YOU TO OUR 2022 ANNUAL MEETING OF

STOCKHOLDERS. I HOPE YOU CAN JOIN US VIRTUALLY ON

THURSDAY, MAY 19, 2022, AT 3:00 P.M. CENTRAL TIME.

Dear Stockholders:

As your chairman of AT&T’s Board of Directors, I’m proud of our Company’s

longstanding commitment to strong, effective governance.

The Board’s role is to keep our Company focused on sustainable success and

represent your interests. To do that, we challenge conventional thinking,

offer a diversity of perspectives and take a proactive approach to overseeing

AT&T’s direction and operations – all while fulfilling our mission to create

value for you.

We place a high priority on communicating with our investors, and I hope you

can join us at our virtual Annual Meeting on Thursday, May 19

. In the

meantime, on behalf of the entire Board, I thank you for your continued

confidence in AT&T.

Sincerely,

Bill Kennard

William E. Kennard

INDEPENDENT CHAIRMAN OF THE

BOARD

Dear Stockholders:

It’s my pleasure to invite you to our 2022 Annual Meeting of Stockholders, a

virtual web-based event. I hope you can join us at https://meetnow.global/

ATT2022 on Thursday, May 19

, starting at 3 p.m. Central time.

At this year’s meeting, we’ll update you on our business momentum as we

deliver on our Company’s purpose of keeping customers connected.

You’ll also hear about the progress we made against our 2021 business

priorities:

• Grow customer relationships through consistent subscriber growth in

Mobility, Fiber and HBO Max.

• Improve effectiveness and increase cost efficiencies enabling us to

reinvest in our growth areas.

• Be deliberate in our capital allocation to ensure the right capital

structure to support future business success.

Our goal is to generate long-term value for our stockholders by delivering

sustainable success. On behalf of the Board and our management team,

thank you for your continued support.

Sincerely,

John Stankey

March 22, 2022

John T. Stankey

CHIEF EXECUTIVE OFFICER AND

PRESIDENT

AT&T Inc.

One AT&T Plaza

Whitacre Tower

208 S. Akard Street

Dallas, TX 75202

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

To the Holders of Common Stock of AT&T Inc.:

The 2022 Annual Meeting of Stockholders of AT&T Inc. will

be conducted virtually on the Internet. There will be no

in-person meeting.

When:

3:00 p.m. Central time

Thursday, May 19, 2022

Web Address: https://meetnow.global/ATT2022

The purpose of the annual meeting is to consider and act

on the following:

1. Election of Directors

2. Ratification of Ernst & Young LLP as independent

auditors

3. Advisory approval of executive compensation

4. Any other business that may properly come before the

meeting, including stockholder proposals

Holders of AT&T Inc. common stock of record at the close

of business on March 21, 2022, are entitled to vote at the

meeting and at any adjournment of the meeting.

By Order of the Board of Directors.

Stacey Maris

Senior Vice President, Deputy General Counsel

and Secretary

March 22, 2022

YOUR VOTE IS IMPORTANT

Please promptly sign, date and return your proxy card or

voting instruction form, or submit your proxy and/or

voting instructions by telephone or through the Internet

so that a quorum may be represented at the meeting. Any

person giving a proxy has the power to revoke it at any

time, and stockholders who virtually attend the meeting

may withdraw their proxies and vote electronically at the

meeting.

ATTENDING THE MEETING

A Stockholder of Record or a Beneficial Stockholder may

access the meeting at https://meetnow.global/ATT2022 by

following the prompts, which will ask for the Stockholder’s

control number, which is shown in a box on the Proxy Card or

Notice of Internet Availability of Proxy Materials.

More information about accessing the meeting is

provided on the next page.

IMPORTANT NOTICE REGARDING THE

AVAILABILITY OF PROXY MATERIALS FOR

THE STOCKHOLDER MEETING TO BE HELD ON

MAY 19, 2022:

The Proxy Statement and Annual Report to

Stockholders are available at

www.edocumentview.com/att

Attending the Meeting

The Record Date for AT&T’s 2022 Annual Meeting of Stockholders is March 21, 2022.

Stockholders of Record (shares are registered in your name)

If you were a Stockholder of Record of AT&T common stock at the close of business on the Record Date, you are

eligible to attend the meeting, vote, change a prior vote, and submit questions. To access the meeting, visit

https://meetnow.global/ATT2022 and follow the prompts, which will ask you to enter your control number. The

control number is on your Proxy Card or, if applicable, shown in the Notice of Internet Availability of Proxy

Materials.

Beneficial Stockholders (shares are held in the name of a bank, broker, or other institution)

If you were a beneficial stockholder of AT&T common stock as of the Record Date (i.e., you hold your shares

through a broker or other intermediary), you may submit your voting instructions through your broker or other

intermediary. To access the meeting, visit https://meetnow.global/ATT2022 and use your control number. You

may vote your shares at the meeting or change a prior vote and submit questions. If you are a beneficial

stockholder but do not have a control number, you may gain access to the meeting by contacting your broker or

by following the instructions included with your proxy materials.

401(k) Plan Participants

If you are a participant in the AT&T Retirement Savings Plan, the AT&T Savings and Security Plan, the AT&T

Puerto Rico Retirement Savings Plan, or the BellSouth Savings and Security Plan, and if you participated in the

AT&T shares fund on the record date, you are eligible to listen to the meeting via the webcast and submit

questions at the meeting. You may access the meeting and submit questions in the same manner as

Stockholders of Record. Because plan participants may submit voting instructions only through the plan trustee

or administrator, voting instructions must be submitted on or before May 16, 2022.

Guests

The meeting will also be available to the general public at the following link: https://meetnow.global/ATT2022.

Please note that guests will not have the ability to ask questions or vote.

Asking Questions

If you are a Stockholder of Record, a Beneficial Stockholder, or 401(k) Plan Participant, you may submit questions

in writing during the meeting through the meeting portal at https://meetnow.global/ATT2022 using your control

number. In addition, you may submit questions beginning three days before the day of the meeting by going to

https://meetnow.global/ATT2022. We will attempt to answer as many questions as we can during the meeting.

Similar questions on the same topic will be answered as a group. Questions related to individual stockholders will

be answered separately by our stockholder relations team. Our replies to questions of general interest, including

those we are unable to address during the meeting, will be published on our Investor Relations website after the

meeting.

Stockholder Proponents

Only stockholders who have submitted proposals pursuant to AT&T’s Bylaws may have a proposal submitted at

the meeting. Unless otherwise determined by the Chairman of the meeting, each proponent will be permitted to

pre-record the introduction of their proposal. The introduction must be relevant to the proposal and, of course,

may not otherwise be inappropriate.

Control Number

Your control number appears on your Proxy Card, in our Notice of Internet Availability of Proxy Materials, or in the

instructions that accompanied your proxy materials. If you do not have a control number, you may gain access to

the meeting by contacting your broker or by following the instructions included with your proxy materials.

Technical Support

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the

phone number displayed on the virtual meeting website on the meeting date.

Voting Results

The voting results of the Annual Meeting will be published no later than four business days after the Annual

Meeting on a Form 8-K filed with the Securities and Exchange Commission, which will be available in the investor

relations area of our website at https://investors.att.com.

Table of Contents

SUMMARY ......................................................................................... SUM 1

GENERAL ........................................................................................... 1

VOTING ITEMS ..................................................................................... 3

Management Proposal – Item No. 1 - Election of Directors ..................................... 3

Management Proposal – Item No. 2 - Ratification of the Appointment of

Ernst & Young LLP as Independent Auditors ................................................ 12

Management Proposal – Item No. 3 - Advisory Approval of Executive Compensation ........... 13

Stockholder Proposal – Item No. 4 - Improve Executive Compensation Program .............. 14

Stockholder Proposal – Item No. 5 - Independent Board Chairman ............................ 15

Stockholder Proposal – Item No. 6 - Political Congruency Report .............................. 16

Stockholder Proposal – Item No. 7 - Civil Rights and Non-Discrimination Audit ................. 18

CORPORATE GOVERNANCE ....................................................................... 20

The Role of the Board .......................................................................... 20

Board’s Role in Risk Oversight .................................................................. 20

Ethics and Compliance Program ............................................................... 21

Board Leadership Structure .................................................................... 21

Duties and Responsibilities ..................................................................... 21

Director Nomination Process .................................................................. 21

Director Independence ........................................................................ 22

Board Committees ............................................................................. 23

Stockholder Engagement ...................................................................... 25

Public Policy Engagement ...................................................................... 25

Communicating with Your Board .............................................................. 25

Annual Multi-Step Board Evaluations .......................................................... 26

Related Person Transactions ................................................................... 27

Director Compensation ........................................................................ 28

Director Plans .................................................................................. 28

2021 Director Compensation Table ............................................................. 29

COMMON STOCK OWNERSHIP .................................................................... 30

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) ............................................ 32

AUDIT COMMITTEE ................................................................................ 38

COMPENSATION DISCUSSION AND ANALYSIS .................................................... 41

Executive Summary ............................................................................ 42

Role of the Human Resources Committee ..................................................... 47

How NEOs Were Paid for Performance in 2021 ................................................. 53

Realized Compensation for NEOs .............................................................. 62

2021 Long Term Grants ........................................................................ 68

COMPENSATION COMMITTEE REPORT ........................................................... 74

EXECUTIVE COMPENSATION TABLES ............................................................. 75

OTHER INFORMATION ............................................................................. 89

Availability of Corporate Governance Documents .............................................. 89

Stockholder Proposals and Director Nominees ................................................ 89

Householding Information ..................................................................... 89

Delinquent Section 16(a) Reports .............................................................. 90

Cost of Proxy Solicitation ...................................................................... 90

CEO Pay Ratio ................................................................................. 91

ANNEX A ...........................................................................................

A-1

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. Please

read the entire Proxy Statement carefully before voting.

2022 ANNUAL MEETING INFORMATION

Time

3:00 p.m. Central time

Date

Thursday

May 19, 2022

Place

https://meetnow.global/ATT2022

ATTENDING THE MEETING

You may access the meeting by going to

https://meetnow.global/ATT2022 and following

the prompts, which will ask you for your control

number, on your Proxy Card or your Notice of

Internet Availability. If you do not have a control

number, contact your broker for access or follow

the instructions sent with your proxy materials.

AGENDA AND VOTING RECOMMENDATIONS

Management Proposals: Board Recommendation Page

1 - Election of Directors FOR each nominee 3

2 - Ratification of Ernst & Young LLP as auditors for 2022 FOR 12

3 - Advisory Approval of Executive Compensation FOR 13

Stockholder Proposals:

4 - Improve Executive Compensation Program AGAINST 14

5 - Independent Board Chairman AGAINST 15

6 - Political Congruency Report AGAINST 16

7 - Civil Rights and Non-Discrimination Audit AGAINST 18

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to strong corporate

governance policies that promote the long-

term interests of stockholders, strengthen

Board and management accountability, and

build on our environmental, social and

governance leadership. The Corporate

Governance section beginning on page 20

describes our governance framework, which

includes the following highlights:

Independent Chairman

12 Independent Director nominees

Demonstrated Board refreshment and diversity

Independent Audit, Human Resources, and

Corporate Governance and Nominating

Committees

Regular sessions of non-management Directors

Annual election of Directors by majority vote

Long-standing commitment to sustainability

Stockholder right to call special meetings

Clawback policy

Proxy Access

2022 PROXY SUM 1 AT&T INC.

2022 Proxy Statement Summary

DIRECTOR TENURE AND DIVERSITY

We are committed to strong corporate governance that directly aligns with our long-term strategy. Since 2012,

the Board has undergone a meaningful, deliberate shift, adding eleven new independent directors with significant

experience in key areas that align to the evolution of the strategy. The ongoing refreshment of the Board

promotes the long-term interests of stockholders, strengthens Board and management accountability, and

builds on our environmental, social and governance leadership.

DIRECTOR NOMINEES

TENURE

6.6 yrs

AVERAGE

TENURE

5-10 yrs

>10 yrs

<5 yrs

GENDER

23%

FEMALE

Female

Male

RACE / ETHNICITY

30%

PEOPLE

OF COLOR

White

Asian

Black

Hispanic

DIRECTORS AND NOMINEES*

Name Age Gender

Race/

Ethnicity Director Since Principal Occupation

SAMUEL A. DI PIAZZA, JR. 71 M W 2015 RetiredGlobal CEO,PricewaterhouseCoopers

International Limited

SCOTT T. FORD 59 M W 2012 Member and CEO, Westrock Group, LLC

GLENN H. HUTCHINS 66 M W 2014 Chairman, North Island and North Island

Ventures and Co-Founder, Silver Lake

WILLIAM E. KENNARD 65 M B 2014 Former United States Ambassador to

the European Union and former

Chairman of the Federal

Communications Commission

DEBRA L. LEE 67 F B 2019 Chair, Leading Women Defined

Foundation

STEPHEN J. LUCZO 65 M W 2019 Managing Partner, Crosspoint Capital

Partners, L.P.

MICHAEL B. MCCALLISTER 69 M W 2013 Retired Chairman of the Board and CEO,

Humana Inc.

BETH E. MOONEY 67 F W 2013 Retired Chairman and CEO, KeyCorp

MATTHEW K. ROSE 62 M W 2010 Retired Chairman and CEO, Burlington

Northern Santa Fe, LLC

JOHN T. STANKEY 59 M W 2020 CEO and President, AT&T Inc.

CYNTHIA B. TAYLOR 60 F W 2013 President and CEO, Oil States

International, Inc.

LUIS A. UBIÑAS 59 M H 2021 Former President, Ford Foundation

GEOFFREY Y. YANG 63 M A 2016 Founding Partner and Managing

Director, Redpoint Ventures

*All Directors are nominated for re-election. All Director nominees are independent, except for Mr. Stankey.

Key: F – Female; M – Male; A – Asian; B – Black or African American; H – Hispanic; W – White

AT&T INC. SUM 2 2022 PROXY

2022 Proxy Statement Summary

STOCKHOLDER ENGAGEMENT

AT&T has a long history of engaging with our stockholders each spring and fall to hear their feedback and discuss

relevant topics, informing our Board’s approach to governance, compensation and oversight of ESG initiatives. In

2021, members of our senior management team and independent Board members conducted extensive

engagement with stockholders, paying particular attention to investors’ concerns regarding our executive

compensation programs and last year’s say on pay vote. Other topics discussed included diversity and inclusion,

environmental impact and ESG initiatives, disclosures and oversight. We listened to stockholders’ feedback and

discussed changes under consideration to our short-term and long-term incentive programs, in addition to

seeking stockholder perspectives on important ESG topics, as we have done in prior years.

The Human Resources Committee and full Board relied on meaningful input from stockholders when assessing

and reviewing potential enhancements to our executive compensation programs, including further aligning pay

with TSR performance and stockholder interests, providing prior levels of detailed disclosure regarding our short-

term plan targets and payouts, and limiting the use of grants particularly without performance components.

Additional detail on the feedback received and responsive actions, which build upon a history of responsiveness in

prior years, can be found on pages 49-50 in the “Stockholder Engagement” section of the Compensation

Discussion and Analysis.

As shown in the following graphic, during both the spring and fall of 2021, we met with stockholders representing

a large portion of AT&T’s institutional investor base.

(1)

Spring 2021 Outreach

(% of Shares Held by Institutional Investors)

Outreach

66%

45%

42%

Engaged

Director Led

Fall 2021 Outreach

(% of Shares Held by Institutional Investors)

Outreach

68%

46%

40%

Engaged

Director Led

“Institutional Investors” does not include retail, insider, and state-owned shares.

2022 PROXY SUM 3 AT&T INC.

2022 Proxy Statement Summary

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

ESG issues represent risks, opportunities and important external impacts we consider in our strategy and

operations. Our approach to ESG is integrated into our business through Board of Directors oversight, officer-

level leadership of ESG initiatives across relevant departments and collaboration among dedicated teams of

corporate responsibility professionals and subject-matter experts throughout the Company. Pages 32-37 detail

how our integrated ESG approach delivers long-term value for AT&T and positive social and environmental

impact for our stakeholders.

A sample of independent assessment organizations recognizing our ESG approach and performance is listed on

inside back cover.

SELECT HIGHLIGHTS OF ESG INTEGRATION AND IMPACT:

ESG INTEGRATION ACROSS AT&T OPERATIONS

Focus on material

ESG issues

(pages 32, 34)

• In 2021, we conducted our 6

stakeholder assessment to identify and prioritize our

most material ESG issues and how we should focus our resources, goals and

reporting.

• We integrate our most material ESG issues into corporate enterprise risk assessment

activities.

Political engagement

transparency

(page 35)

• In 2021, our leadership in political engagement transparency was again recognized via

independent third-party analysis.

ENVIRONMENTAL IMPACT

Net zero emissions

by 2035

(page 36)

• Through FY2020, we progressed more than halfway toward our science-based target

to reduce Scope 1 and 2 emissions 63% by 2030 (2015 base year).

• In 2022 we announced 2 solar energy deals, increasing our commitments to more than

1.7 gigawatts of renewable energy capacity – helping make AT&T the 7th largest

corporate renewable energy user in the U.S., according to the EPA.

Supplier and

customer emissions

reductions

(pages 35-36)

• Through FY2021, we reached 94% of our science-based target to ensure half our

spend is with suppliers that have, or have committed to, set their own science-based

targets by 2024.

• In 2021, we launched the AT&T Gigaton Goal to equip business customers with

connectivity solutions that cumulatively save a gigaton of GHG emissions by 2035.

SOCIAL IMPACT

$2B commitment

to address the

digital divide

(page 37)

• In 2021, we introduced AT&T Connected Learning

and have set a 2025 goal to reach

1 million people in need through the program.

• Through the end of 2022, we will launch more than 20 AT&T Connected Learning

Centers

(SM)

in traditionally underserved neighborhoods facing barriers to connectivity.

A diverse, equitable

and inclusive

workforce

(page 36)

• In 2021, more than 55% of open positions and 53% of promotions were filled by

diverse candidates.

• We enhanced the transparency of our workforce diversity by publicly releasing AT&T

and WarnerMedia Federal EEO-1 data.

AT&T INC. SUM 4 2022 PROXY

Proxy Statement

GENERAL

This Proxy Statement is furnished in connection with

the solicitation of proxies by the Board of Directors of

AT&T Inc. (AT&T, the Company,orwe) for use at the

2022 Annual Meeting of Stockholders of AT&T. The

meeting will be conducted virtually over the Internet

at 3:00 p.m. Central time on Thursday, May 19, 2022.

The purpose of the meeting is set forth in the Notice

of Annual Meeting of Stockholders. This Proxy

Statement and form of proxy are being sent or made

available beginning March 22, 2022, to stockholders

who were record holders of AT&T’s common stock,

$1.00 par value per share, at the close of business on

March 21, 2022. These materials are also available at

www.envisionreports.com/att. Each share entitles the

registered holder to one vote. As of March 21, 2022,

there were 7,163,031,266 shares of AT&T common

stock entitled to vote at the meeting.

To constitute a quorum to conduct business at the

meeting, stockholders representing at least 40% of

the shares of common stock entitled to vote at the

meeting must be present or represented by proxy.

Each share of AT&T common stock represented at

the Annual Meeting is entitled to one vote on each

matter properly brought before the meeting. All

matters, except as provided below, are determined by

a majority of the votes cast, unless a greater number

is required by law or our Certificate of Incorporation

for the action proposed. A majority of votes cast

means the number of votes cast “for” a matter

exceeds the number of votes cast “against” such

matter.

If the proxy is submitted and no voting instructions

are provided, the person or persons designated on

the card will vote the shares for the election of the

Board of Directors’ nominees and in accordance with

the recommendations of the Board of Directors on

the other subjects listed on the proxy card and at

their discretion on any other matter that may

properly come before the meeting.

The Board of Directors is not aware of any matters

that will be presented at the meeting for action on

the part of stockholders other than those described

in this Proxy Statement.

Election of Directors

In the election of Directors, each Director is elected by

the vote of the majority of the votes cast with respect

to that Director’s election. Under our Bylaws, if a

nominee for Director is not elected and the nominee

is an existing Director standing for re-election (or

incumbent Director), the Director must promptly

tender his or her resignation to the Board, subject to

the Board’s acceptance. The Corporate Governance

and Nominating Committee will make a

recommendation to the Board as to whether to

accept or reject the tendered resignation or whether

other action should be taken. The Board will act on

the tendered resignation, taking into account the

Corporate Governance and Nominating Committee’s

recommendation, and publicly disclose (by a press

release, a filing with the SEC, or other broadly

disseminated means of communication) its decision

regarding the tendered resignation and the rationale

behind the decision within 90 days from the date of

the certification of the election results. The Corporate

Governance and Nominating Committee in making its

recommendation and the Board of Directors in

making its decision may each consider any factors or

other information that they consider appropriate and

relevant. Any Director who tenders his or her

resignation as described above will not participate in

the recommendation of the Corporate Governance

and Nominating Committee or the decision of the

Board of Directors with respect to his or her

resignation.

If the number of persons nominated for election as

Directors as of ten days before the record date for

determining stockholders entitled to notice of or to

vote at such meeting shall exceed the number of

Directors to be elected, then the Directors shall be

elected by a plurality of the votes cast. Because no

persons other than the incumbent Directors have

been nominated for election at the 2022 Annual

Meeting, the majority vote provisions will apply.

Advisory Vote on Executive Compensation

The advisory vote on executive compensation is

non-binding, and the preference of the stockholders

will be determined by the choice receiving the

greatest number of votes.

All Other Matters to be Voted Upon

All other matters at the 2022 Annual Meeting will be

determined by a majority of the votes cast.

Abstentions

Except as noted above, shares represented by proxies

marked “abstain” with respect to the proposals

described on the proxy card and by proxies marked to

deny discretionary authority on other matters will not

be counted in determining the vote obtained on such

matters.

2022 PROXY 1 AT&T INC.

GENERAL

Broker Non-Votes

Under the rules of the New York Stock Exchange

(“NYSE”), on certain routine matters, brokers may, at

their discretion, vote shares they hold in “street

name” on behalf of beneficial owners who have not

returned voting instructions to the brokers. On all

other matters, brokers are prohibited from voting

uninstructed shares. In instances where brokers are

prohibited from exercising discretionary authority

(so-called broker non-votes), the shares they hold are

not included in the vote totals.

At the 2022 Annual Meeting, brokers will be prohibited

from exercising discretionary authority with respect

to each of the matters submitted other than the

ratification of the auditors. As a result, for each of the

matters upon which the brokers are prohibited from

voting, the broker non-votes will have no effect on

the results.

VOTING

Stockholders of Record

Stockholders whose shares are registered in their

name on the Company records (also known as

“stockholders of record”) will receive either a proxy

card by which they may indicate their voting

instructions or a notice on how they may obtain a

proxy. Instead of submitting a signed proxy card,

stockholders may submit their proxies by telephone

or through the Internet. Telephone and Internet

proxies must be used in conjunction with, and will be

subject to, the information and terms contained on

the form of proxy. Similar procedures may also be

available to stockholders who hold their shares

through a broker, nominee, fiduciary or other

custodian.

All shares represented by proxies will be voted by one

or more of the persons designated on the form of

proxy in accordance with the stockholders’ directions.

If the proxy card is signed and returned or the proxy is

submitted by telephone or through the Internet

without specific directions with respect to the

matters to be acted upon, it will be treated as an

instruction to vote such shares in accordance with

the recommendations of the Board of Directors. Any

stockholder giving a proxy may revoke it at any time

before the proxy is voted at the meeting by giving

written notice of revocation to the Secretary of AT&T,

by submitting a later-dated proxy, or by virtually

attending the meeting and voting electronically. The

Chairman of the Board will announce the closing of

the polls during the Annual Meeting. Proxies must be

received before the closing of the polls in order to be

counted.

Shares Held Through a Broker, Nominee, Fiduciary, or

Other Custodian

Where the stockholder is not the record holder

(“Beneficial Stockholder”), such as where the shares

are held through a broker, nominee, fiduciary or other

custodian, the stockholder must provide voting

instructions to the record holder of the shares in

accordance with the record holder’s requirements in

order to ensure the shares are properly voted.

Beneficial Stockholders that attend the virtual

meeting will be able to vote, change a prior vote, or

ask questions.

Shares Held on Your Behalf under Company Benefit

Plans or under The DirectSERVICE Investment Program

The proxy card, or a proxy submitted by telephone or

through the Internet, will also serve as voting

instructions to the plan administrator or trustee for

any shares held on behalf of a participant under any

of the following employee benefit plans: the AT&T

Retirement Savings Plan; the AT&T Savings and

Security Plan; the AT&T Puerto Rico Retirement

Savings Plan; and the BellSouth Savings and Security

Plan. Subject to the trustee’s fiduciary obligations,

shares in each of the above employee benefit plans

for which instructions are not received will not be

voted. To allow sufficient time for voting by the

trustees and/or administrators of the plans, your

voting instructions must be received by May 16, 2022.

In addition, the proxy card or a proxy submitted by

telephone or through the Internet will constitute

voting instructions to the plan administrator under

The DirectSERVICE Investment Program sponsored

and administered by Computershare Trust Company,

N.A. (AT&T’s transfer agent) for shares held on behalf

of plan participants.

If a stockholder participates in the plans listed above

and/or maintains stockholder accounts under more

than one name (including minor differences in

registration, such as with or without a middle initial),

the stockholder may receive more than one set of

proxy materials. To ensure that all shares are voted,

please submit proxies for all of the shares you own.

AT&T INC. 2 2022 PROXY

VOTING ITEMS - MANAGEMENT PROPOSALS

ITEM NO. 1 - ELECTION OF DIRECTORS

Under our Bylaws, the Board of Directors has the

authority to determine the size of the Board and to fill

vacancies. Currently, the Board is comprised of 13

Directors, one of whom is an Executive Officer of AT&T.

There are no vacancies on the Board. Under AT&T’s

Corporate Governance Guidelines, a Director will not be

nominated by the Board for re-election if the Director

wouldbe72orolderatthetimeoftheelection.

The Board of Directors has nominated the 13 persons

listed below for election as Directors to one-year

terms of office that would expire at the 2023 Annual

Meeting. Each of the nominees is an incumbent

Director of AT&T recommended for re-election by the

Corporate Governance and Nominating Committee.

In making these nominations, the Board reviewed the

background of the nominees (each nominee’s

biography can be found beginning on the next page)

and determined to nominate each of the current

Directors for re-election.

The Board believes that each nominee has valuable

individual skills, attributes, and experiences that, taken

together, provide us with the variety and depth of

knowledge, judgment and vision necessary to provide

effective oversight of a large and varied enterprise like

AT&T. As indicated in the following biographies and

under “Summary of Board Nominee Skills, Attributes

and Experience” on page 4, the nominees have

exhibited significant leadership skills and extensive

experience in a variety of fields, each of which the

Board believes provides valuable knowledge about

important elements of AT&T’s business.

If one or more of the nominees should at the time of

the meeting be unavailable or unable to serve as a

Director, the shares represented by the proxies will be

voted to elect the remaining nominees and

any substitute nominee or nominees designated by

the Board. Other than in connection with the

WarnerMedia/Discovery transaction, the Board knows

of no reason why any of the nominees would be

unavailable or unable to serve.

The Board recommends you vote “FOR” each of the following candidates

Name Age Director Since Principal Occupation

SAMUEL A. DI PIAZZA, JR. 71 2015 Retired Global CEO, PricewaterhouseCoopers International

Limited

SCOTT T. FORD 59 2012 Member and CEO, Westrock Group, LLC

GLENN H. HUTCHINS 66 2014 Chairman, North Island and North Island Ventures and

Co-Founder, Silver Lake

WILLIAM E. KENNARD 65 2014 Former United States Ambassador to the European Union

and former Chairman of the Federal Communications

Commission

DEBRA L. LEE 67 2019 Chair, Leading Women Defined Foundation

STEPHEN J. LUCZO 65 2019 Managing Partner, Crosspoint Capital Partners, L.P.

MICHAEL B. MCCALLISTER 69 2013 Retired Chairman of the Board and CEO, Humana Inc.

BETH E. MOONEY 67 2013 Retired Chairman and CEO, KeyCorp

MATTHEW K. ROSE 62 2010 Retired Chairman and CEO, Burlington Northern

Santa Fe, LLC

JOHN T. STANKEY 59 2020 CEO and President, AT&T Inc.

CYNTHIA B. TAYLOR 60 2013 President and CEO, Oil States International, Inc.

LUIS A. UBIÑAS 59 2021 Former President, Ford Foundation

GEOFFREY Y. YANG 63 2016 Founding Partner and Managing Director, Redpoint

Ventures

All Director nominees are independent, except for Mr. Stankey.

2022 PROXY 3 AT&T INC.

VOTING ITEMS - MANAGEMENT PROPOSALS

SUMMARY OF BOARD NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

The table below summarizes the key skills, attributes and experiences of each of our director nominees that are

most relevant to their board service. The fact that a specific area of focus or experience is not designated does

not mean the director nominee does not possess that attribute or expertise. Rather, the attributes or

experiences noted below are those reviewed by the Corporate Governance and Nominating Committee and the

Board in making nomination decisions and as part of the Board succession planning process.

SeniorLeadership

GlobalPerspective

Government/Regulatory

StrategicPlanning/M&A

ConsumerFocus

HumanCapitalManagement

Investment/Finance

Media&Entertainment

Technology/Innovation

Telecom

Name

SAMUEL A. DI PIAZZA, JR.

SCOTT T. FORD

GLENN H. HUTCHINS

WILLIAM E. KENNARD

DEBRA L. LEE

STEPHEN J. LUCZO

MICHAEL B. MCCALLISTER

BETH E. MOONEY

MATTHEW K. ROSE

JOHN T. STANKEY

CYNTHIA B. TAYLOR

GEOFFREY Y. YANG

Age

Director

Since

2015

2012

2010

2014

2019

2013

2020

2013

2016

LUIS A. UBIÑAS

59 2021

AT&T INC. 4 2022 PROXY

VOTING ITEMS - MANAGEMENT PROPOSALS

—

WILLIAM E.

KENNARD

Age: 65

Director since 2014

Independent Chairman

of the Board

Former United States

Ambassador to the

European Union and

former Chairman of the

Federal Communications

Commission

Mr. Kennard is Chairman of the Board of Directors of

AT&T Inc. and has served in this capacity since

January 2021. Mr. Kennard served as the United

States Ambassador to the European Union from 2009

to 2013. From 2001 to 2009, Mr. Kennard was

Managing Director of The Carlyle Group (a global

asset management firm) where he led investments in

the telecommunications and media sectors.

Mr. Kennard served as Chairman of the U.S. Federal

Communications Commission from 1997 to 2001.

Before his appointment as FCC Chairman, he served

as the FCC’s General Counsel from 1993 until 1997.

Mr. Kennard joined the FCC from the law firm of

Verner, Liipfert, Bernhard, McPherson and Hand (now

DLA Piper) where he was a partner and member of

the firm’s board of directors. Mr. Kennard is a

co-founder of Astra Capital Management (a private

equity firm) and has served on the board of trustees

of Yale University since 2014. Mr. Kennard received his

B.A. in communications from Stanford University and

earned his law degree from Yale Law School.

Skills and Qualifications

Mr. Kennard brings expertise in the global

telecommunications and media industries including

knowledge of the complex regulatory and policy

landscape for communications, consumer

perspective, and an understanding of the

technological and strategic shifts in the industries. He

also has experience in international trade and global

investment.

Senior

Leadership

Investment/

Finance

Global

Perspective

Government/

Regulatory

Telecom Media &

Entertainment

Other Public Company Directorships

• Ford Motor Company

• MetLife, Inc.

Past Public Company Directorships

• Duke Energy Corporation (2014-2021)

Committees

• Corporate Governance and Nominating

• Executive (Chair)

• Public Policy and Corporate Reputation

—

SAMUEL A.

DI PIAZZA, JR.

Age: 71

Director since 2015

Retired Global Chief

Executive Officer of

PricewaterhouseCoopers

International Limited

Mr. Di Piazza served as Global Chief Executive Officer

of PricewaterhouseCoopers International Limited (an

international professional services firm) from 2002

until his retirement in 2009. Mr. Di Piazza began his

36-year career with PricewaterhouseCoopers (PwC,

formerly Coopers & Lybrand) in 1973 and was named

Partner in 1979 and Senior Partner in 2000. From 1979

to 2002, Mr. Di Piazza held various regional leadership

positions with PwC. After his retirement from PwC,

Mr. Di Piazza joined Citigroup where he served as Vice

Chairman of the Global Corporate and Investment

Bank from 2011 until 2014. Mr. Di Piazza serves as a

member of the board of trustees of the Mayo Clinic,

where he previously served as Chairman of the Board

from 2010 to 2021. He received his B.S. in accounting

from the University of Alabama and earned his M.S. in

tax accounting from the University of Houston. He

served as a director of DIRECTV from 2010 until the

company was acquired by AT&T Inc. in 2015.

Skills and Qualifications

Mr. Di Piazza brings significant executive and business

leadership through his management of a multi-

cultural, complex professional services organization

serving clients around the world. He has significant

global accounting, cyber and financial experience, and

extensive knowledge of the entertainment business,

including from his prior service as a director of

DIRECTV, a digital entertainment services company.

He also has experience with sustainability and social

responsibility as a former director on the UN Global

Compact Board and former Chairman of the World

Business Council for Sustainable Development.

Senior

Leadership

Investment/

Finance

Human Capital

Management

Government/

Regulatory

Media &

Entertainment

Global

Perspective

Strategic

Planning/

M&A

Other Public Company Directorships

• Jones Lang LaSalle Incorporated

• ProAssurance Corporation

• Regions Financial Corporation

Committees

• Audit (Chair)

• Executive

• Public Policy and Corporate Reputation

2022 PROXY 5 AT&T INC.

VOTING ITEMS - MANAGEMENT PROPOSALS

—

SCOTT T.

FORD

Age: 59

Director since 2012

Member and Chief

Executive Officer of

Westrock Group, LLC

Mr. Ford founded Westrock Group, LLC (a private

investment firm in Little Rock, Arkansas) in 2013,

where he has served as Member and Chief Executive

Officer since its inception. Westrock Group operates

Westrock Coffee Company, LLC (a fully integrated

coffee company), which Mr. Ford founded in 2009 and

where he has served as Chief Executive Officer since

2009. Westrock Group also operates Westrock Asset

Management, LLC (a global alternative investment

firm), which Mr. Ford founded in 2014 and where he

has served as Chief Executive Officer and Chief

Investment Officer since 2014. Mr. Ford previously

served as President and Chief Executive Officer of

Alltel Corporation (a provider of wireless voice and

data communications services) from 2002 to 2009

and served as an executive member of Alltel

Corporation’s board of directors from 1996 to 2009.

He also served as Alltel Corporation’s President and

Chief Operating Officer from 1998 to 2002. Mr. Ford

led Alltel through several major business

transformations, culminating with the sale of the

company to Verizon Wireless in 2009. Mr. Ford

received his B.S. in finance from the University of

Arkansas, Fayetteville.

Skills and Qualifications

Mr. Ford brings extensive experience in the

telecommunications industry through his leadership

of a large, publicly traded wireless and wireline

communications company. He has experience

managing complex business operations in various

regulatory environments internationally and has led

several major business transformations, including the

spin-off of Windstream and Alltel.

Senior

Leadership

Investment/

Finance

Strategic

Planning/

M&A

Consumer

Focus

Global

Perspective

Telecom

Government/

Regulatory

Human Capital

Management

Past Public Company Directorships

• Bear State Financial, Inc. (2011-2018)

Committees

• Corporate Development and Finance (Chair)

• Executive

• Human Resources

—

GLENN H.

HUTCHINS

Age: 66

Director since 2014

Chairman, North Island

and North Island

Ventures and

Co-Founder of

Silver Lake

Mr. Hutchins is Chairman of North Island (a family

investment office, aka Tide Mill, LLC, based in

New York, New York) and has served in this capacity

since 2013. Since 2020, Mr. Hutchins has also been

Chairman of North Island Ventures (an investment

firm in New York, New York). He has been co-owner

of Ordinal Ventures, LLC and of Ordinal Holdings

ManageCo, LP (investment advisory firms in

New York, New York) since 2017. He is a co-founder of

Silver Lake (a technology investment firm based in

New York, New York and Menlo Park, California),

which was founded in 1999 and where Mr. Hutchins

served as co-CEO until 2011 and as Managing Director

from 1999 until 2011. Prior to that, Mr. Hutchins was

Senior Managing Director at The Blackstone Group (a

global investment firm) from 1994 to 1999.

Mr. Hutchins served as Chairman of the Board of

SunGard Data Systems Inc. (a software and

technology services company) from 2005 until 2015.

Previously, Mr. Hutchins served as a Special Advisor in

the White House on economic and health-care policy

from 1993 to 1994 and as Senior Advisor on the

transition of the Administration from 1992 to 1993. He

is co-Chairman of the Brookings Institution.

Mr. Hutchins served as a director of the Federal

Reserve Bank of New York from 2011 until 2020. He

holds an A.B. from Harvard College, an M.B.A. from

Harvard Business School, and a J.D. from Harvard Law

School.

Skills and Qualifications

Mr. Hutchins brings extensive experience in areas

that intersect technology, innovation and

investment, along with financial, public policy and

strategic planning experience. As the co-founder and

co-CEO of a global investment firm, he brings

significant leadership, business planning and human

capital management expertise.

Senior

Leadership

Investment/

Finance

Strategic

Planning/M&A

Government/

Regulatory

Human Capital

Management

Technology/

Innovation

Past Public Company Directorships

• Nasdaq, Inc. (2005-2017)

• Virtu Financial, Inc. (2017-2021)

Committees

• Corporate Development and Finance

• Executive

• Public Policy and Corporate Reputation (Chair)

AT&T INC. 6 2022 PROXY

VOTING ITEMS - MANAGEMENT PROPOSALS

—

DEBRA L.

LEE

Age: 67

Director since 2019

Chair of Leading

Women Defined

Foundation

Ms. Lee is Chair of Leading Women Defined

Foundation (a nonprofit education and advocacy

organization in Los Angeles, California), which she

founded in 2009. She has served in this capacity since

June 2018. Ms. Lee also co-founded The Monarchs

Collective (a management consulting firm in

Los Angeles, California), where she has served as a

partner since 2020. Ms. Lee served as Chairman and

Chief Executive Officer of BET Networks (a global

media and entertainment subsidiary of Viacom, Inc.,

headquartered in New York, New York) from 2006

until her retirement in 2018. Ms. Lee joined BET

Networks in 1986 and served in several leadership

roles, including President and Chief Executive Officer

(2005-2006), President and Chief Operating Officer

(1995-2005), and Executive Vice President and

General Counsel (1986-1995). Ms. Lee holds a B.A. in

political science from Brown University, a master’s in

public policy from Harvard University John F. Kennedy

School of Government, and a J.D. from Harvard Law

School.

Skills and Qualifications

Ms. Lee has extensive leadership in the media and

entertainment industry. She brings strong

operational and transformational experience through

the development and execution of innovative

strategic plans.

Senior

Leadership

Human Capital

Management

Strategic

Planning/M&A

Consumer

Focus

Media &

Entertainment

Other Public Company Directorships

• Burberry Group plc

• Marriott International, Inc.

• The Procter & Gamble Company

Past Public Company Directorships

• Twitter, Inc. (2016-2019)

• WGL Holdings, Inc. (2000-2018)

Committees

• Corporate Governance and Nominating

• Public Policy and Corporate Reputation

—

STEPHEN J.

LUCZO

Age: 65

Director since 2019

Managing Partner of

Crosspoint Capital

Partners, L.P.

Mr. Luczo is a Managing Partner of Crosspoint Capital

Partners, L.P. (a private equity investment firm

focused on the cybersecurity and privacy sectors

located in Menlo Park, California) and has served in

this capacity since February 2020. Mr. Luczo served as

Chairman of the Board of Seagate Technology plc (a

global provider of data storage technology and

solutions in Fremont, California) from 2002 until July

2020 and as a member of Seagate’s board of

directors until October 2021. Mr. Luczo joined

Seagate’s predecessor company in 1993 as Senior

Vice President of Corporate Development, joined its

board of directors in 1998, and served as its Chief

Executive Officer from 1998 to 2004 and from 2009

to 2017. Prior to joining Seagate, Mr. Luczo held

various roles in investment banking. He holds an A.B.

in economics from Stanford University and earned an

M.B.A. from Stanford Graduate School of Business.

Skills and Qualifications

Mr. Luczo brings deep experience in technology,

business development, strategic planning, and

operations through his leadership at Seagate. He has

significant experience in financial matters and

executing strategic cost initiatives and transactions.

Senior

Leadership

Investment/

Finance

Strategic

Planning/M&A

Human Capital

Management

Global

Perspective

Technology/

Innovation

Other Public Company Directorships

• Morgan Stanley

Past Public Company Directorships

• Seagate Technology plc (2002-2021)

Committees

• Audit

• Corporate Development and Finance

2022 PROXY 7 AT&T INC.

VOTING ITEMS - MANAGEMENT PROPOSALS

—

MICHAEL B.

McCALLISTER

Age: 69

Director since 2013

Retired Chairman of

the Board and Chief

Executive Officer of

Humana Inc.

Mr. McCallister served as Chairman of Humana Inc. (a

health care company in Louisville, Kentucky) from

2010 to 2013 and as a member of Humana’s board of

directors beginning in 2000. He also served as

Humana’s Chief Executive Officer from 2000 until his

retirement in 2012. During Mr. McCallister’s tenure, he

led Humana through significant expansion and

growth, nearly quadrupling its annual revenues

between 2000 and 2012, and led the company to

become a FORTUNE 100 company. Mr. McCallister

received his B.S. in accounting from Louisiana Tech

University and earned his M.B.A. from Pepperdine

University.

Skills and Qualifications

Mr. McCallister has extensive leadership experience in

the oversight of a large, publicly traded company

with a focus on strategic planning and organic

growth in the evolving health care sector. He also has

deep experience in the development of customer-

focused solutions.

Senior

Leadership

Government/

Regulatory

Strategic

Planning/M&A

Consumer

Focus

Human Capital

Management

Other Public Company Directorships

• Fifth Third Bancorp

• Zoetis Inc.

Committees

• Audit

• Human Resources

—

BETH E.

MOONEY

Age: 67

Director since 2013

Retired Chairman and

Chief Executive Officer

of KeyCorp

Ms. Mooney served as Chairman and Chief Executive

Officer of KeyCorp (a bank holding company in

Cleveland, Ohio) from 2011 until her retirement in May

2020. She previously served as KeyCorp’s President

and Chief Operating Officer from 2010 to 2011.

Ms. Mooney joined KeyCorp in 2006 as a Vice Chair

and head of Key Community Bank. Prior to joining

KeyCorp, beginning in 2000 she served as Senior

Executive Vice President at AmSouth Bancorporation

(now Regions Financial Corporation), where she also

became Chief Financial Officer in 2004. Ms. Mooney

served as a director of the Federal Reserve Bank of

Cleveland in 2016 and served three one-year terms

representing the Fourth Federal Reserve District on

the Federal Advisory Council from 2017 to 2019. She

received her B.A. in history from the University of

Texas at Austin and earned her M.B.A. from Southern

Methodist University.

Skills and Qualifications

Ms. Mooney brings executive leadership skills through

the management of a large, publicly traded and

highly-regulated company, knowledge of business

strategy, and more than 30 years of experience in the

customer-focused financial services industry.

Senior

Leadership

Investment/

Finance

Strategic

Planning/M&A

Consumer

Focus

Government/

Regulatory

Human Capital

Management

Other Public Company Directorships

• Accenture plc

• Ford Motor Company

Past Public Company Directorships

• KeyCorp (2011-2020)

Committees

• Corporate Development and Finance

• Executive

• Human Resources (Chair)

AT&T INC. 8 2022 PROXY

VOTING ITEMS - MANAGEMENT PROPOSALS

—

MATTHEW K.

ROSE

Age: 62

Director since 2010

Retired Chairman and

Chief Executive Officer

of Burlington Northern

Santa Fe, LLC

Mr. Rose served as Chairman of the Board and Chief

Executive Officer of Burlington Northern Santa Fe,

LLC (a freight rail system based in Fort Worth, Texas

and a subsidiary of Berkshire Hathaway Inc., formerly

known as Burlington Northern Santa Fe Corporation)

from 2002 until his retirement in April 2019, having

also served as BNSF’s President until 2010. Mr. Rose

began his 26-year career with BNSF (then Burlington

Northern Railroad Company) in 1993. During his

tenure as CEO, Mr. Rose helped guide the acquisition

of BNSF by Berkshire Hathaway in 2009. Before

serving as Chairman, Mr. Rose held several leadership

positions there and at its predecessors, including

President and Chief Executive Officer from 2000 to

2002, President and Chief Operating Officer from

1999 to 2000, and Senior Vice President and Chief

Operations Officer from 1997 to 1999. Mr. Rose also

served as Executive Chairman of BNSF Railway

Company (a subsidiary of Burlington Northern Santa

Fe, LLC) until his retirement in 2019, having served as

Chairman and Chief Executive Officer from 2002 to

2013. He earned his B.S. in marketing from the

University of Missouri.

Skills and Qualifications

Mr. Rose has extensive experience in the executive

oversight of a large, complex and highly-regulated

organization with considerable knowledge of

operations management and logistics. He brings

experience overseeing long-term strategic planning

and a unionized workforce.

Senior

Leadership

Human Capital

Management

Strategic

Planning/M&A

Government/

Regulatory

Global

Perspective

Other Public Company Directorships

• Fluor Corporation

Past Public Company Directorships

• BNSF Railway Company (2002-2019)

• Burlington Northern Santa Fe, LLC (2000-2019)

Committees

• Corporate Governance and Nominating (Chair)

• Executive

• Human Resources

—

JOHN T.

STANKEY

Age: 59

Director since 2020

Chief Executive Officer

and President of

AT&T Inc.

Mr. Stankey is Chief Executive Officer and President

of AT&T Inc. and has served in this capacity since July

2020. Prior to that, he served as President and Chief

Operating Officer from October 2019 through June

2020. From June 2018 through April 2020, Mr. Stankey

also served as CEO of Warner Media, LLC. During his

tenure with the Company, Mr. Stankey has held a

variety of other leadership positions, including

serving as CEO-AT&T Entertainment Group (2015-

2017); Chief Strategy Officer (2012-2015); President

and CEO of AT&T Business Solutions (2010-2011);

President and CEO of AT&T Operations, Inc. (2008-

2010); Group President-Telecom Operations (2007-

2008); Chief Technology Officer (2004-2006); and

Chief Information Officer (2003-2004). Mr. Stankey

began his career with the Company in 1985. He holds

a bachelor’s degree in finance from Loyola

Marymount University and an M.B.A. from the

University of California, Los Angeles.

Skills and Qualifications

Mr. Stankey has more than 35 years of experience

spanning nearly every area of AT&T’s business, which

has provided him with intimate knowledge of our

Company, values and culture. He has served in a

variety of roles including CEO of WarnerMedia; CEO of

AT&T Entertainment Group; Chief Strategy Officer;

Chief Technology Officer; CEO of AT&T Operations;

and CEO of AT&T Business Solutions.

Senior

Leadership

Consumer

Focus

Strategic

Planning/M&A

Global

Perspective

Investment/

Finance

Telecom

Government/

Regulatory

Media &

Entertainment

Human Capital

Management

Technology/

Innovation

Past Public Company Directorships

• United Parcel Service, Inc. (2014-2020)

2022 PROXY 9 AT&T INC.

VOTING ITEMS - MANAGEMENT PROPOSALS

—

CYNTHIA B.

TAYLOR

Age: 60

Director since 2013

President and Chief

Executive Officer

of Oil States

International, Inc.

Ms. Taylor is President, Chief Executive Officer and a

director of Oil States International, Inc. (a diversified

solutions provider for the oil and gas industry in

Houston, Texas) and has served in this capacity since

2007. She previously served as Oil States

International, Inc.’s President and Chief Operating

Officer from 2006 to 2007 and as its Senior Vice

President-Chief Financial Officer from 2000 to 2006.

Ms. Taylor was Chief Financial Officer of L.E. Simmons

& Associates, Inc. from 1999 to 2000 and Vice

President-Controller of Cliffs Drilling Company from

1992 to 1999, and prior to that, held various

management positions with Ernst & Young LLP, a

public accounting firm. She has been a director of the

Federal Reserve Bank of Dallas since January 2020

and previously served as a director of the Federal

Reserve Bank’s Houston Branch from 2018 to 2019.

She received her B.B.A. in accounting from Texas

A&M University and is a Certified Public Accountant.

Skills and Qualifications

Ms. Taylor brings executive leadership skills in the

oversight of a large, publicly traded company, vast

experience in finance and public accounting, and her

experience in international business and affairs.

Senior

Leadership

Investment/

Finance

Strategic

Planning/M&A

Global

Perspective

Human Capital

Management

Other Public Company Directorships

• Oil States International, Inc.

Past Public Company Directorships

• Tidewater Inc. (2008-2017)

Committees

• Audit

• Corporate Governance and Nominating

—

LUIS A.

UBIÑAS

Age: 59

Director since

June 2021

Former President of

the Ford Foundation

Mr. Ubin˜as served as President of the Ford

Foundation (an independent, global nonprofit grant-

making organization based in New York, New York)

from 2008 to 2013. From 2000 to 2007, he was Senior

Partner with McKinsey & Company (a global

management consulting firm based in New York,

New York), where he led the firm’s west coast media

practice working with companies in the technology,

telecommunications, and media sectors. Mr. Ubin˜as

joined McKinsey & Company in 1989, holding various

leadership positions prior to being named Senior

Partner. Since January 2021, Mr. Ubin˜as has served as

Chairman of the Statue of Liberty – Ellis Island

Foundation, where he previously served as Vice Chair

from 2018 until 2021 and has served as a member of

its board of directors since 2014. From 2013 to 2017,

he served on the Advisory Committee on U.S.

Competitiveness of the Export-Import Bank, and

from 2010 to 2014, he served on the Advisory

Committee for Trade Policy and Negotiations. He

holds an A.B. in government from Harvard College

and an M.B.A. from Harvard Business School.

Skills and Qualifications

Mr. Ubin˜as has extensive leadership experience and

expertise across the broadband and wireless

industries, government, and the nonprofit sector, all

of which align with AT&T’s priorities to serve

customers, investors, and our communities.

Senior

Leadership

Government

Regulatory

Technology/

Innovation

Global

Perspective

Media &

Entertainment

Telecom

Other Public Company Directorships

• Electronic Arts Inc.

• FirstMark Horizon Acquisition Corp.

• Tanger Factory Outlet Centers, Inc.

Past Public Company Directorships

• Boston Private Financial Holdings, Inc. (2017-2021)

• CommerceHub, Inc. (2016-2018)

Committees

• Public Policy and Corporate Reputation

AT&T INC. 10 2022 PROXY

VOTING ITEMS - MANAGEMENT PROPOSALS

—

GEOFFREY Y.

YANG

Age: 63

Director since 2016

Founding Partner and Managing Director of Redpoint Ventures

Mr. Yang is a founding partner and Managing Director of Redpoint Ventures (a global private equity and venture

capital firm based in Woodside, California) and has served in this capacity since 1999. He also founded Performance

Health Sciences (d/b/a Apeiron Life), located in Menlo Park, California, where he has served as Chief Executive Officer

and a member of its board of directors since April 2018. Prior to founding Redpoint, Mr. Yang was a General Partner

with Institutional Venture Partners (a private equity investment firm in Menlo Park, California), which he joined in 1987.

Mr. Yang has over 35 years of experience in the venture capital industry and has helped found or served on the boards

of a variety of consumer media, internet, and infrastructure companies. He holds a B.S.E. in engineering from

Princeton University and an M.B.A. from Stanford University.

Skills and Qualifications

Mr. Yang has extensive experience in technology and innovative forms of digital media and advertising. He has helped

to found, invest in, and provide strategic guidance to communications infrastructure and consumer media and

entertainment companies internationally.

Senior

Leadership

Investment/

Finance

Strategic

Planning/M&A

Global

Perspective

Media &

Entertainment

Technology/

Innovation

Other Public Company Directorships

• Franklin Resources, Inc.

• Liberty Media Acquisition Corporation

Committees

• Corporate Development and Finance

• Human Resources

2022 PROXY 11 AT&T INC.

VOTING ITEMS - MANAGEMENT PROPOSALS

ITEM NO. 2 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG

LLP AS INDEPENDENT AUDITORS

This proposal would ratify the Audit Committee’s

appointment of Ernst & Young LLP (EY) to serve as

independent auditors of AT&T for the fiscal year

ending December 31, 2022. The Audit Committee’s

decision to re-appoint our independent auditor was

based on the following considerations:

• quality and performance of the lead audit partner

and the overall engagement team,

• knowledge of the telecommunications, media

and entertainment, and technology industries

and Company operations,

• global capabilities and technical expertise,

• auditor independence and objectivity, and

• the potential impact of rotating to another

independent audit firm.

The Audit Committee’s oversight of EY includes

regular private sessions with EY, discussions about

audit scope and business imperatives, and—as

described above—a comprehensive annual evaluation

to determine whether to re-engage EY.

Considerations concerning auditor independence

include:

• Limits on non-audit services: The Audit

Committee preapproves audit and permissible

non-audit services provided by EY in accordance

with AT&T’s pre-approval policy.

• Audit partner rotation: EY rotates the lead audit

partner and other partners on the engagement

consistent with independence requirements. The

Audit Committee oversees the selection of each

new lead audit partner.

• EY’s internal independence process: EY

conducts periodic internal reviews of its audit and

other work and assesses the adequacy of

partners and other personnel working on the

Company’s account.

• Strong regulatory framework: EY, as an

independent registered public accounting firm, is

subject to PCAOB inspections, “Big 4” peer

reviews and PCAOB and SEC oversight.

Based on these considerations, the Audit Committee

believes that the selection of Ernst & Young LLP is in

the best interest of the Company and its

stockholders. Therefore, the Audit Committee

recommends that stockholders ratify the

appointment of Ernst & Young LLP. If stockholders do

not ratify the appointment, the Committee will

reconsider its decision. One or more members of

Ernst & Young LLP are expected to be present at the

Annual Meeting, will be able to make a statement if

they so desire, and will be available to respond to

appropriate questions.

The Board recommends you vote FOR this proposal

AT&T INC. 12 2022 PROXY

VOTING ITEMS - MANAGEMENT PROPOSALS

ITEM NO. 3 - ADVISORY APPROVAL OF EXECUTIVE COMPENSATION

This proposal would approve the compensation of

Executive Officers as disclosed in the Compensation

Discussion and Analysis, the compensation tables, and

the accompanying narrative disclosures (see pages 41

through 88). These sections describe our executive

compensation program.

The Human Resources Committee is responsible for

executive compensation and works to structure a

balanced program that addresses the dynamic, global

marketplace in which AT&T competes for talent. The

compensation structure includes pay-for-performance

and equity-based incentive programs and seeks to

reward executives for attaining performance goals.

AT&T submits this proposal to stockholders on an

annual basis. While this is a non-binding, advisory vote,

the Committee intends to take into account the

outcome of the vote when considering future

executive compensation arrangements. AT&T is

providing this vote as required pursuant to

Section 14A of the Securities Exchange Act.

GUIDING PAY PRINCIPLES

Alignment with Stockholders

Utilize compensation elements and set performance

targets that closely align executives’ interests with

those of stockholders. For example, approximately

64% of annual target pay for active NEOs is tied to

stock price performance. In addition, we have

executive stock ownership guidelines and stock

holding requirements, as described on page 73. Each

NEO is in compliance with AT&T’s common stock

ownership guidelines.

Competitive and Market Based

Evaluate all components of our compensation and

benefits program compared to appropriate peer

company practices to ensure we are able to attract

and retain world-class talent with the leadership

abilities and experience necessary to develop and

execute business strategies, obtain superior results,

and build long-term stockholder value in an

organization as large and complex as AT&T.

Pay for Performance

Tie a significant portion of compensation to stock

price and/or the achievement of predetermined goals

and recognize individual accomplishments that

contribute to our success. For example, in 2021, 89%

of the CEO’s target compensation (and an average,

88% for other active NEOs) was at risk and tied to

short- and long-term performance incentives,

including stock price performance.

Balanced Short- and Long-Term Focus

Ensure that the compensation program provides an

appropriate balance between the achievement of

short- and long-term performance objectives, with a

clear emphasis on managing the sustainability of the

business and mitigating risk.

Principled Program

Structure our program so that it aligns with both

corporate governance best practices and our

strategic objectives, while remaining easy to explain

and communicate.

The Board recommends you vote FOR this proposal

2022 PROXY 13 AT&T INC.

VOTING ITEMS - STOCKHOLDER PROPOSALS

STOCKHOLDER PROPOSALS

Certain stockholders, as noted below, have advised the Company that they intend to introduce at the 2022

Annual Meeting the proposals set forth below. The addresses of, and the number of shares owned by, each such

stockholder will be provided upon request to the Secretary of AT&T at 208 S. Akard Street, Suite 2954, Dallas,

Texas 75202.

ITEM NO. 4 - Stockholder Proposal - Improve Executive Compensation Program

Jing Zhao proposes the following:

Stockholder Proposal to Improve Executive Compensation Program

Resolved: shareholders recommend that AT&T Inc. improve executive compensation program, such as to

include the executive pay ratios factor and voices from employees.

Supporting Statement

According to AT&T 2021 Proxy Statement, the total compensation of the median employee is $89,399, the total

compensation of the CEO is $20,320,917, and the pay ratio is 227:1 (p.76). Furthermore, the total compensation of

the executive Chairman is $29,154,628 (p.60) making the pay ratio 326:1; the total compensation of the CEO-

WarnerMedia is $52,172,599 (p.60) making the pay ratio 584:1. There is no rational methodology of the executive

compensation program to make the Chairman and a subordinate executive’s compensation higher than the

CEO’s.

The executive compensation and pay ratios of big Japanese and European companies are much less than one

tenth of big American companies. America’s ballooning executive compensation is neither responsible for the

society nor sustainable for the economy. There is no rational methodology to decide the executive

compensation, particularly when there is no employee representation on boards.

There is a new trend pushing for employee representation on boards, a quite common practice in Europe.

“Appointing workers’ representatives to company boards may be an idea whose time has come,” says Harvard

Business Review, and a study found that employee representation on boards generated a 25% spike in

productivity and increased wages.

Under the latest revised UK Corporate Governance Code and amended

corporate regulations, boards must engage with employees and the wider workforce to enhance the employee

voices in the boardroom.

It is time for American executives as citizens to take the social responsibility on their own initiative rather than

to be forced by the public. The board has the flexibility to reform the Human Resource Committee to improve

the executive compensation program, such as to include the executive pay ratios factor and voices from

employees.

https://www.govenda.com/blog/employee-representation-on-boards/

https://www.pinsentmasons.com/out-law/analysis/corporate-governance-employee-voice-workplace-

reporting

BOARD RESPONSE:

The Board’s Human Resources Committee regularly reviews executive pay at AT&T based on input from

Company stockholders, industry experts and our employees. The Committee incorporates this feedback to

ensure that AT&T encourages our leaders to produce outstanding financial and operational results, creates

sustainable long-term value for our stockholders, attracts and retains the highest levels of talent, and

consistently pays for performance. The Committee reviews a range of data inputs in its process, including

external market data, internal performance and results, and Company pay ratio information. The Board then

makes a pay ratio summary publicly available in the annual proxy statement.

In 2021, our senior management team and members of the Board, including the Human Resources Committee

Chair, met with investors to discuss the executive compensation program and potential program changes. These

meetings built on prior engagement with investors and continued our historical practice of stockholder outreach.

AT&T INC. 14 2022 PROXY

VOTING ITEMS - STOCKHOLDER PROPOSALS

Key updates to our executive compensation program incorporate feedback from our investors, including

changing the design of the Company’s short-term and long-term incentive programs to incorporate new financial

metrics, rebalancing metric weightings, and redesigning the payout table for performance shares. For additional

detail regarding updates to our executive compensation program, see pages 45-46 of this proxy statement.

In addition, the Corporate Governance and Nominating Committee regularly reviews the composition of the

AT&T Board with attention to the skills, experience, diverse perspective, and contributions brought by each

Director and the Board as a whole. The Board considers feedback from stockholders to understand their

expectations for AT&T, and investor input is an important factor in shaping priorities for identifying future

Directors for our Board. Through existing processes, investors may nominate Directors to our Board, the criteria

for which is made publicly available in our proxy statement, and our Board has adopted best-practice proxy

access to provide our stockholders the ability to nominate director candidates for inclusion in the Company’s

proxy statement.

For all of these reasons, the Board unanimously recommends

you vote AGAINST this proposal.

ITEM NO. 5 - Stockholder Proposal - Independent Board Chairman

Kenneth Steiner proposes the following:

Proposal 5 – Independent Board Chairman

FOR

Shareholder

Rights

The shareholders request that the Board of Directors adopt a policy, and amend the governing documents as

necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:

Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the

Board and the Chief Executive Officer.

Whenever possible, the Chairman of the Board shall be an Independent Director.

The Board has the discretion to select a temporary Chairman of the Board who is not an Independent Director

to serve while the Board is seeking an Independent Chairman of the Board.

The Chairman shall not be a former CEO of the company.

This policy is not intended to violate any employment contract but recognizes that the Board has broad power

to renegotiate an employment contract.

This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then

adopted this proposal topic in 2020. The roles of Chairman and CEO are fundamentally different and should be

held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

This proposal topic won 40% support from AT&T shareholders in 2020. This 40% support may have

represented 51% support from the shares that have access to independent proxy voting advice and are not

forced to rely on the biased resistance of management.

With the current policy of allowing a CEO to serve as Chair this means giving up a substantial check and

balance safeguard that can only occur with an independent Board Chairman.

A lead director is no substitute for an independent board chairman. A lead director cannot call a special

shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of

the lead director duties to the CEO office and then simply rubber-stamp it. There is no way shareholders can be

sure of what goes on.

The lack of an enduring policy for an independent Board Chairman policy is an unfortunate way to discourage

promising new outside ideas and an unfortunate way to encourage the CEO to pursue pet projects that would

not stand up to effective oversight.

It is important to have an enduring independent board chairman policy given the flat record of our stock

during the past 2 decades which way underperformed the bull market. Our stock was $50 in 2001. AT&T

shareholders would have been far better off investing in an index fund. Plus a majority of shares rejected

management pay with 1.8 Billion negative votes.

2022 PROXY 15 AT&T INC.

VOTING ITEMS - STOCKHOLDER PROPOSALS

Directors Scott Ford, Michael McCallister, Beth Mooney and Geoffrey Yang each received more than 600 million

negative votes. And Matthew Rose, chair of the management pay committee, received more than 900 million

negative votes.

Please vote yes:

Independent Board Chairman—Proposal 5

BOARD RESPONSE:

The AT&T Board is committed to continued independent Board leadership, which the Board currently has

determined should take the form of an Independent Chair role. In November 2020, AT&T appointed

independent Director Bill Kennard as Chairman, and the Board recommends in this proxy that Mr. Kennard be re-

elected. While the Board’s current practice is to elect an Independent Chair, its directors have a fiduciary duty to

regularly evaluate and determine the most appropriate Board leadership structure for AT&T and our

stockholders, considering the Company’s needs, circumstances, and opportunities.

The Board believes continued flexibility is in the best interest of the Company and opposes a policy that would

unnecessarily restrict the ability of future directors to consider new or different circumstances in structuring

AT&T independent Board leadership. Should the best interests of stockholders warrant the appointment of a

Chair who is not independent, the Board believes that it must be allowed to take that action in alignment with its

fiduciary duty. In that case, the Board’s independent Directors would simultaneously appoint an independent

Lead Director who would, among other responsibilities, preside over regular executive sessions of the non-

management Directors, approve the agenda of each Board meeting, preside at Board meetings at which the

Chair is not present, and act as the principal liaison between management and non-management Directors. (See

page four of the AT&T Corporate Governance Guidelines at https://investors.att.com.) Either way, the Board

maintains strong, independent oversight on behalf of stockholders, consistently ensuring that each Board

committee is led by and composed entirely of independent Directors, and AT&T utilizes robust corporate

governance practices, as described in more detail beginning on page 21 of this proxy.

For all of these reasons, the Board unanimously recommends

you vote AGAINST this proposal.

ITEM NO. 6 - Stockholder Proposal – Political Congruency Report

As You Sow (on behalf of Myra K Young Roth IRA) proposes the following:

Whereas: AT&T INC. sponsors a federal employee political action committee (PAC) and numerous state PACs

whose “decisions are based on AT&T’s public policy positions and the best interests of the business and our

employees.”

AT&T states: “Officers, executives or committee members making contribution decisions are mindful of our

Core Values and make recommendations and decisions without regard for personal political preferences . . . As

AT&T assesses public policy that impacts business objectives, it also is mindful of diverse and complex societal

issues that can affect us to varying degrees.”

The societal issues identified include environmental

sustainability; diversity, equity and inclusion; social justice; and economic empowerment of women.

However, AT&T’s politically focused expenditures appear to be misaligned with its public statements on

Company values, views, and operational practices. As examples, AT&T states it:

Has a “history of commitment to gender equality,”

yet Proponent estimates that in the 2016-2018 election

cycles, AT&T and its employee PACs made political donations totaling at least $16.4 million to politicians and

political organizations working to weaken women’s access to reproductive health care.

Is committed to achieving carbon neutrality, yet is a member of the U.S. Chamber of Commerce which has

consistently lobbied to roll back climate regulations and slow the transition toward a low carbon energy mix.

AT&T INC. 16 2022 PROXY

VOTING ITEMS - STOCKHOLDER PROPOSALS

Is committed to “stand for equality as one of our core values” including dedicating resources to “overcoming

systemic barriers and ensuring civil rights for all people.”

Yet, between June 1, 2020 and March 25, 2021, AT&T

or its PACs contributed at least $228,300 to state lawmakers who introduced or sponsored legislation

restricting public protests.

Believes “the right to vote is sacred and we support voting laws that make it easier for more Americans to vote

in free, fair and secure elections,”

yet, in June 2021, AT&T or its PACs contributed $132,500 to Texas state

lawmakers who had supported bills that raise voter suppression concerns.

Resolved: Shareholders request that AT&T publish a report, at reasonable expense, analyzing the congruence

of the Company’s political and electioneering expenditures during the preceding year against publicly stated

company values and policies, listing and explaining any instances of incongruent expenditures, and stating

whether the Company has made, or plans to make, changes in contributions or communications to candidates

as a result of identified incongruencies.

Supporting Statement: Proponents recommend, at Board and management discretion, that the report also

include management’s analysis of risks to the Company brand, reputation, or shareholder value associated

with expenditures in conflict with its publicly stated company values. “Expenditures for electioneering

communications” means spending, from corporate treasury and from the PACs, directly or through a third

party, at any time during the year, on printed, internet, or broadcast communications, which are reasonably

susceptible to interpretation as being in support of or opposition to a specific candidate.

https://about.att.com/csr/home/governance/political-engagement.html

https://about.att.com/newsroom/2021/womens_history_month.html

https://about.att.com/pages/racial_equality

Greenpeace USA, “Dollars vs. Democracy,” May, 2021, page 13.

https://deadline.com/2021/04/viacomcbs-georgia-voting-bill-comcast-1234726035/

https://www.accountable.us/wp-content/uploads/2021/07/2021-07-16-ATT-2021-Anti-Democracy-

Contributions-V2.pdf

BOARD RESPONSE:

On our political disclosure and accountability, AT&T has earned the highest possible score—100%—from

the 2021 CPA-Zicklin Index.

AT&T operates in highly regulated markets, and we believe it is in the stockholders’ best interests that we

continue to be engaged in the political process to educate policymakers about issues that affect our core

business. Further, in participating in the political process, we do so with best-practice-level accountability and

disclosures – as evidenced by AT&T earning the highest possible score in the 2021 CPA-Zicklin Index.

As one of the world’s largest telecommunications companies, laws at the federal, state and local levels have a

significant impact on our employees, communities, customers and stockholders. We participate in the political

process in a bipartisan manner to support policies that sustain and grow our business and create stockholder

value. AT&T has a core set of critical business issues that drive political contributions and employee PAC

contributions. Those core issues affect our ability to hire, pay good wages, provide world-class benefits, serve our

customers, make capital investments, innovate to foster economic growth, and return stockholder value.

We believe our core business objectives and political giving align with our values. When AT&T decides to weigh in

on specific legislation, we take positions that are consistent with the Company’s already-stated values and

business priorities. For example, two-thirds of PAC contribution recipients supported the Dream Act, the Equality

Act, and the Paris climate change accords, consistent with AT&T’s values regarding safeguarding human rights

and protecting our environment. Further, we have rigorous oversight practices and policies in place for our

participation in the political process, along with robust reporting and disclosures on our website.

In the normal course of our political engagement, it is possible that the Company will support some officials and

some pieces of legislation because they broadly and importantly contribute to our core businesses and values,

even when we do not agree with every specific, or every stated opinion or position of each official we may

support. But, for the reasons we describe above, we believe that remaining fully engaged in the political process is

in the best interests of our stockholders.

2022 PROXY 17 AT&T INC.

VOTING ITEMS - STOCKHOLDER PROPOSALS

Commitment to our values is displayed in many venues, including workplace policies, employee healthcare

benefits, community engagement, charitable giving, third-party support and public statements. A report

assessing a company’s values commitment or congruency solely on an inherently highly subjective assessment of

political contributions would be an incomplete and distorted reflection of company values.

For all of these reasons, the Board unanimously recommends

you vote AGAINST this proposal.

ITEM NO. 7 - Stockholder Proposal - Civil Rights and Non-Discrimination Audit

National Center for Public Policy Research proposes the following:

Civil Rights and Non-Discrimination Audit Proposal

Resolved: Shareholders of AT&T, Inc. (“the Company”) request that the Board of Directors commission a racial

equity audit analyzing the Company’s impacts on civil rights and non-discrimination, and the impacts of those

issues on the Company’s business. The audit may, in the Board’s discretion, be conducted by an independent

and unbiased third party with input from civil rights organizations, employees, communities in which the

Company operates and other stakeholders, of all viewpoints and perspectives. A report on the audit, prepared

at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on the

Company’s website.

Supporting Statement: Tremendous public attention has focused recently on workplace practices and

employee training. All agree that employee success should be fostered and that no employees should face

discrimination, but there is much disagreement about what non-discrimination means.

Concern stretches across the ideological spectrum. Some have pressured companies to adopt “anti-racism”

programs that seek to establish “racial equity,” which appears to mean the distribution of pay and authority on

the basis of race, sex, orientation and ethnic categories rather than by merit.

Where adopted, however, such

programs raise significant objection, including concern that the “anti-racist” programs are themselves deeply

racist and otherwise discriminatory.

Many companies have been found to be sponsoring and promoting overtly and implicitly discriminatory

employee-training programs, including Bank of America, American Express, Verizon, Pfizer and CVS.

This concern, disagreement and controversy creates massive reputational, legal and financial risk. If the

Company is, in the name of racial equity, diversity and inclusion, committing illegal discrimination against

employees deemed “non-diverse,” then the Company will suffer in myriad ways – all of them both unforgivable

and avoidable.

In developing the audit and report, the Company should consult civil rights groups – but it must not compound

error with bias by relying only on left leaning civil rights groups. Rather, it must consult groups all across the

spectrum of viewpoints. This includes right leaning civil rights groups representing people of color, such as the

Woodson Institute

and Project 21

. It must also include groups that defend the civil rights and liberties of all

Americans, not merely the ones that many companies label “diverse.” All Americans have civil rights; to behave

otherwise is to invite disaster.

Similarly, when including employees in its audit, the Company must allow employees to speak freely without

fear of reprisal or disfavor, and in confidential ways. Too often employers like those mentioned above have

initiated discriminatory programming that itself chills contributions from employees who disagree with the

premises of the programming, and then have pretended that the employees who have been empowered to

express themselves by the programming represent the true and only voice of all employees. This by itself

creates a deeply hostile workplace for some groups of employees, and is both immoral and likely illegal.

https://www.sec.gov/Archives/edgar/data/1048911/000120677421002182/fdx3894361-

def14a.htm#StockholderProposals88;

https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/asyousownike051421-14a-8-incoming.pdf;

https://www.sec.gov/divisions/corpfin/cf-noaction/14a-8/2021/nyscrfamazon012521-14a8-incoming.pdf;

https://www.sec.gov/Archives/edgar/data/1666700/000119312521079533/d108785ddef14a.htm#rom108785_58

AT&T INC. 18 2022 PROXY

VOTING ITEMS - STOCKHOLDER PROPOSALS

https:///www.americanexperiment.org/survey-says-americans-oppose-critical-race-theory/;

https://www.newsweek.com/majority-americans-hold-negative-view-critical-race-theory-amid-controversy-1601337;

https://www.newsweek.com/coca-cola-facing-backlash-says-less-white-learning-plan-was-about-workplace-inclusion-

1570875;

https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/;

https://www.city-journal.org/verizon-critical-race-theory-training;

https://www.city-journal.org/bank-of-america-racial-reeducation-program; https://www.city-journal.org/verizon-critical-

race-theory-training;

https://nypost.com/2021/08/11/american-express-tells-its-workers-capitalism-is-racist/;

https://www.foxbusiness.com/politics/cvs-inclusion-training-critical-race-theory;

https://www.msn.com/en-us/money/other/pfizersets-race-based-hiring-goals-in-the-name-of-fighting-systemic-

racism-gender-equity-challenges/ar-AAOiSwJ

https://woodson.as.virginia.edu/

https://nationalcenter.org/project-21/

BOARD RESPONSE:

This proposal asks that we conduct an analysis of the type that we already make on an ongoing basis. It

further asks that we issue a report on that analysis that covers programs and data on which we already make

granular and comprehensive disclosures.

We believe that the proposal carries a divisive political tone and suggests that we incorporate views of specific

special-interest groups into the requested report – neither of which we support or believe would be beneficial to

creating a diverse and inclusive workforce. Our philosophy of diversity, equality and inclusion, and the programs

that emanate from that philosophy, encompasses all segments of society, including those who do not identify as

racially diverse. As part of our constant assessment of program effectiveness, we already audit our policies,

procedures and practices to ensure the inclusivity we value is truly present, and will continue to do so based on a

fully representative and diverse expertise.

AT&T has a long and proud history of valuing diversity, equality, and inclusion that demonstrates our

commitment to creating a diverse and inclusive workforce. This focus is not only part of ensuring our business

success, since companies with more diversity return better results, but also part of our Company values, which we

live and perform every day.

Briefly, our many efforts to advance diversity, equality, and inclusion include:

• A board 30% diverse by race or ethnicity (including our board chair) and 23% by gender

• A US workforce that is over 33% female and over 45% non-white

• A Senior Executive Diversity Council

• 142,000 active participants in our various Employee Groups

• Programs that encompass all segments of society, not just the racially diverse

• Extensive education, training, awards, and reporting programs to support our DEI goals

• Use of our supply chain capabilities and community programs to advance our DEI values

• Support for equal justice reforms.

To promote and ensure a culture of accountability and transparency, our Senior Executive Diversity Council,

which includes and represents various employee segments, serves as a governance body that allows for checks

and balances. With its input and oversight, we vet current and prospective programs, campaigns, and more, to

challenge biases and surface considerations that will improve our ways of working, work output and culture.

At AT&T, we believe understanding leads to empathy and empathy leads to equality. Understanding requires that

all points of view regardless of race are welcome, so long as employees are treating each other and our

customers with respect. We will continue to do the work to provide an inclusive work environment where no

employee faces discrimination.

For all of these reasons, the Board unanimously recommends

you vote AGAINST this proposal.

2022 PROXY 19 AT&T INC.

CORPORATE GOVERNANCE

AT&T is committed to strong corporate governance principles. Effective governance protects the long-term

interests of our stockholders, promotes public trust in AT&T, and strengthens management accountability. AT&T

regularly reviews and updates its corporate governance practices to reflect evolving corporate governance

principles and concerns identified by stockholders and other stakeholders.

The Role of the Board

The Board of Directors is responsible for oversight of

management and strategic direction and for

establishing broad corporate policies. In addition, the

Board of Directors and various committees of the

Board regularly meet to review and discuss

operational and financial reports presented by the

Chief Executive Officer and other members of

management as well as reports by experts and other

advisors. Corporate review sessions are also offered

to Directors to give them more detailed views of our

businesses, such as corporate opportunities,

technology, and operations.

The Board oversees succession planning and talent

development for senior executive positions. The

Human Resources Committee has primary

responsibility for developing succession plans for the

CEO position.

Members of the Board are expected to attend Board

meetings in person, unless the meeting is held by

means of remote communication. The Board held ten

meetings in 2021. Directors are also expected to

attend the Annual Meeting of Stockholders. All

Directors attended the 2021 Annual Meeting. In 2021,

all Directors attended at least 75% of the total

number of meetings of the Board and of the

Committees on which each served.

Board’s Role in Risk Oversight

The Board is responsible for overseeing our policies

and procedures for assessing and managing risk.

Management is responsible for assessing and

managing our exposures to risk on a day-to-day basis,

including the creation of appropriate risk

management policies and procedures. Management

also is responsible for informing the Board of our

most significant risks and our plans for managing

those risks. Annually, the Board reviews the

Company’s strategic business plans, which includes

evaluating the competitive, technological, economic,

environmental and other risks associated with these

plans.

In addition, under its charter, the Audit Committee

reviews and discusses with management the

Company’s significant financial, compliance, ethics,

and operational risk exposures and the steps

management has taken to detect, monitor and

control such exposures, including the Company’s risk

assessment and risk management policies. This

includes, among other matters, evaluating risk in the

context of financial policies, counterparty and credit

risk, and the appropriate mitigation of risk, including

through the use of insurance where appropriate. The

Audit Committee also oversees our compliance

program and our compliance with legal and

regulatory requirements. The internal audit

organization provides the Committee with an

assessment of the Company’s risks and conducts

assurance reviews of the Company’s internal controls.

The finance, compliance and internal audit

organizations each provide regular updates to the

Audit Committee.

The Company’s senior internal auditing executive and

Chief Compliance Officer each meet annually in

executive session with the Audit Committee. The

senior internal auditing executive and Chief

Compliance Officer review with the Audit Committee

each year’s annual internal audit and compliance risk

assessment, which is focused on significant financial,

operating, regulatory and legal matters. The Audit

Committee also receives regular reports on

completed internal audits of these significant risk

areas.

The Audit Committee also reviews and discusses with

management the Company’s privacy and data

security, including cybersecurity, risk exposures,

policies, and practices, including the steps

management has taken to detect, monitor and

control such risks and the potential impact of those

exposures on the Company’s business, financial

AT&T INC. 20 2022 PROXY

CORPORATE GOVERNANCE

results, operations and reputation. In addition, the

Audit Committee, as well as the Board of Directors,

receive reports from officers with responsibilities for

cybersecurity. The AT&T Chief Security Office

establishes policy and requirements for the security

of AT&T’s computing and networking environments.

Ethics and Compliance Program

The Board has adopted a written Code of Ethics

applicable to Directors, officers, and employees that

outlines our corporate values and standards of

integrity and behavior and is designed to foster a

culture of integrity, drive compliance with legal and

regulatory requirements and protect and promote

the reputation of our Company. The full text of the

Code of Ethics is posted on our website at

https://investors.att.com.

Our Chief Compliance Officer has responsibility to

implement and maintain an effective ethics and

compliance program. He also has responsibility to

provide updates on our ethics and compliance

programs to the Audit Committee.

Board Leadership Structure

Upon the retirement of Randall Stephenson as

Executive Chairman in January 2021, the Board

elected William E. Kennard, an independent Director,

to become the first independent Chairman of the

Board, and the position of Lead Director was

terminated. Mr. Kennard has served as a Director of

AT&T since 2014. In addition, Mr. Kennard presides

over meetings of the independent members of the

Board, who meet in executive session (without

management Directors or management personnel

present) at least four times per year.

Each of the Audit, Human Resources, Corporate

Governance and Nominating, Corporate Development

and Finance, Public Policy Corporate Reputation

Committees, and Executive Committee are composed

entirely of independent Directors.

Duties and Responsibilities

Chairman of the Board

• Presides over meetings of the Board

• Presides over meetings of stockholders

• Approves the agenda for each Board meeting

• Approves the agenda for each stockholder

meeting

Chief Executive Officer

• In charge of the affairs of the Company, subject

to the overall direction and supervision of the

Board and its committees

• Consults and advises the Board and its

committees on the business and affairs of the

Company

• Performs such other duties as may be assigned

by the Board

Director Nomination Process

The Board of Directors believes that the Company

benefits from having experienced Directors who bring

a wide range of skills and backgrounds to the

Boardroom. The Corporate Governance and

Nominating Committee is responsible for identifying

eligible candidates based on our Corporate

Governance Guidelines, which includes the

consideration of a candidate’s:

• general understanding of elements relevant to

the success of a large publicly traded company

in the current business environment;

• understanding of our business;

• educational and professional background;

• judgment, competence, anticipated participation

in Board activities;

• experience, geographic location, and special

talents or personal attributes

In addition, the Committee believes that diversity is

an important factor in determining the composition

of the Board, and the Committee considers it in

making nominee recommendations.

Stockholders who wish to suggest qualified

candidates should write to the Secretary, AT&T Inc.,

208 S. Akard Street, Suite 2954, Dallas, Texas 75202,

stating in detail the qualifications of the persons

proposed for consideration by the Committee.

2022 PROXY 21 AT&T INC.

CORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines require that a

substantial majority of our Board of Directors consist

of independent Directors. In addition, the NYSE Listing

Standards require a majority of the Board and every

member of the Audit Committee, Human Resources

Committee, and Corporate Governance and

Nominating Committee to be independent. For a

Director to be “independent” under the NYSE

standards, the Board must affirmatively determine

that the Director has no material relationship with

AT&T, either directly or as a partner, stockholder or

officer of an organization that has a relationship with

AT&T, other than in his or her capacity as a Director of

AT&T. In addition, the Director must meet certain

independence standards specified by the NYSE as well

as the additional standards referenced in our

Corporate Governance Guidelines (found at

https://investors.att.com).

Using these standards for determining the

independence of its members, the Board has

determined that the following Directors are

independent:

Samuel A. Di Piazza, Jr. Michael B. McCallister

Scott T. Ford Beth E. Mooney

Glenn H. Hutchins Matthew K. Rose

William E. Kennard Cynthia B. Taylor

Debra L. Lee Luis A. Ubiñas

Stephen J. Luczo Geoffrey Y. Yang

In addition, each member of the Audit Committee, the

Corporate Governance and Nominating Committee,

and the Human Resources Committee is independent.

In determining the independence of the Directors, the

Board considered the following commercial

relationships between AT&T and companies at which

our Directors serve as Executive Officers or

employees. Each of the entities where Mr. Ford,

Ms. Taylor, and Mr. Yang serve as executive officers

purchased communications services from subsidiaries

of AT&T. In each case for the year 2021:

• The relevant products and services were provided

by AT&T or to AT&T on terms determined on an

arm’s-length basis that were comparable to the

terms provided to or by similarly situated

customers or suppliers;

• The transactions were made in the ordinary course

of business of each company; and

• The total payments to AT&T by the Director’s

company (for communications services) were each

less than 1% of the consolidated gross revenues of

each of AT&T and the other company. This level is

significantly below the maximum amount

permitted under the NYSE Listing Standards for

director independence (i.e., 2% of consolidated

gross revenues).

In addition, Mr. Kennard, through a private equity

investment management company, invests in certain

companies that engage in commercial transactions

with AT&T. Mr. Kennard is a partner in Astra Capital

Management, LLC, holding a 4.4% interest. Astra

Capital is the general partner of a limited partnership

that has a controlling interest in Communications

Technology Services LLC (CTS), Logix

Communications L.P. (Logix), and DartPoints

Operating Company LLC (DartPoints) each of which

has engaged in transactions with AT&T. Noting the

limited ownership interest of Mr. Kennard in Astra

Capital and that he is not an employee or Executive

Officer of Astra Capital, CTS, Logix or DartPoints,

together with the fact that AT&T’s revenues from and

spending with each of CTS, Logix and DartPoints are

not material to AT&T, the Board determined that

Mr. Kennard is independent.

AT&T INC. 22 2022 PROXY

CORPORATE GOVERNANCE

BOARD COMMITTEES

From time to time the Board establishes standing committees and temporary special committees to assist the

Board in carrying out its responsibilities. The Board has established six standing committees of Directors, the

principal responsibilities of which are described below. The charters for each of these committees may be found

on our website at https://investors.att.com.

AUDIT COMMITTEE

Meetings in 2021: 12

Samuel A. Di Piazza, Jr., Chair 䡲

Stephen J. Luczo

Michael B. McCallister

Cynthia B. Taylor 䡲

䡲 – Financial Expert

Consists of four independent

Directors.

• Oversees:

- the integrity of our financial statements

- the independent auditor’s qualifications and independence

- the performance of the internal audit function and independent

auditors

- our compliance with legal and regulatory matters

- enterprise risk management, including privacy and data security

• Responsible for the appointment, compensation, retention and

oversight of the work of the independent auditor.

• The independent auditor audits the financial statements of AT&T and

its subsidiaries.

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

Meetings in 2021: 4

Matthew K. Rose, Chair

William E. Kennard

Debra L. Lee

Cynthia B. Taylor

Consists of four independent

Directors.

• Responsible for recommending candidates to be nominated by the

Board for election by the stockholders, or to be appointed by the Board

of Directors to fill vacancies, consistent with the criteria approved by

the Board, and recommending committee assignments.

• Periodically assesses AT&T’s Corporate Governance Guidelines and

makes recommendations to the Board for amendments and also

recommends to the Board the compensation of Directors.

• Takes a leadership role in shaping corporate governance and oversees

an annual evaluation of the Board.

HUMAN RESOURCES COMMITTEE

Meetings in 2021: 6

Beth E. Mooney, Chair

Scott T. Ford

Michael B. McCallister

Matthew K. Rose

Geoffrey Y. Yang

Consists of five independent

Directors.

• Oversees the compensation practices of AT&T, including the design and

administration of employee benefit plans.

• Responsible for:

- establishing the compensation of the Chief Executive Officer and the

other Executive Officers

- establishing common stock ownership guidelines for officers and

developing a management succession plan

2022 PROXY 23 AT&T INC.

CORPORATE GOVERNANCE

CORPORATE DEVELOPMENT AND FINANCE COMMITTEE

Meetings in 2021: 8

Scott T. Ford, Chair

Glenn H. Hutchins

Stephen J. Luczo

Beth E. Mooney

Geoffrey Y. Yang

Consists of five independent

Directors.

• Assists the Board in its oversight of our finances, including

recommending the payment of dividends and reviewing the

management of our debt and investment of our cash reserves.

• Reviews mergers, acquisitions, dispositions and similar transactions;

reviews corporate strategy and recommends or approves transactions

and investments.

• Reviews and makes recommendations about the capital structure of

the Company, and the evaluation, development and implementation of

key technology decisions.

PUBLIC POLICY AND CORPORATE REPUTATION COMMITTEE

Meetings in 2021: 4

Glenn H. Hutchins, Chair

Samuel A. Di Piazza, Jr.

William E. Kennard

Debra L. Lee

Luis A. Ubiñas

Consists of five independent

Directors.

• Assists the Board in its oversight of policies related to corporate social

responsibility, including public policy issues affecting AT&T, its

stockholders, employees, customers, and the communities in which it

operates.

• Oversees the Company’s management of its brands and reputation.

• Recommends to the Board the aggregate amount of contributions or

expenditures for political purposes, and the aggregate amount of

charitable contributions to be made to the AT&T Foundation.

• Consults with the AT&T Foundation regarding significant grants

proposed to be made by the Foundation.

EXECUTIVE COMMITTEE

William E. Kennard, Chair

Samuel A. Di Piazza, Jr.

Scott T. Ford

Glenn H. Hutchins

Beth E. Mooney

Matthew K. Rose

Consists of the Chairman of the

Board and the Chairpersons of our

five other standing committees,

each of whom is an independent

Director.

• Established to assist the Board by acting upon urgent matters when the

Board is not available to meet. No meetings were held in 2021.

• Has full power and authority of the Board to the extent permitted by

law, including the power and authority to declare a dividend or to

authorize the issuance of common stock.

AT&T INC. 24 2022 PROXY

CORPORATE GOVERNANCE

Stockholder Engagement

AT&T has a long tradition of engaging with our

stockholders. We believe it is important for our

governance process to have meaningful engagement

with our stockholders and understand their

perspectives on corporate governance, executive

compensation, and other issues that are important to

them. The Company meets with institutional

investors throughout the year, both in person and by

teleconference. We share the feedback from this

engagement with the Board and incorporate it into

our policies and practices. The Company also provides

online reports designed to increase transparency on

issues of importance to our investors, including

sustainability, diversity, political contributions,

transparency, and the Proxy Statement and Annual

Report.

Public Policy Engagement

We participate in public policy dialogues around the

world related to our industry and business priorities,

our approximately 199,329 employees, our

stockholders, and the communities we serve.

In the U.S., the Company and our affiliated political

action committees are committed to compliance with

applicable laws and other requirements regarding

contributions to: political organizations, candidates

for federal, state and local public office, ballot

measure campaigns, political action committees, and

trade associations. We engage with organizations and

individuals to make our views clear and uphold our

commitment to help support the communities in

which we operate. We base our U.S. political

contributions on many considerations, supporting

candidates who take reasonable positions on policies

that promote economic growth as well as affect our

long-term business objectives.

The Public Policy and Corporate Reputation

Committee of our Board of Directors reviews our

advocacy efforts, including political contributions.

Additional information about our public policy

engagement efforts, including our Political

Contributions Policy and a report of U.S. political

contributions from our Company and from AT&T’s

Employee Political Action Committees, can be viewed

on our website at https://investors.att.com.

Communicating with Your Board

Interested persons may contact the Board of Directors, the non-management directors, the chairman or a

specific individual director by sending written comments through the Office of the Secretary of AT&T Inc., 208 S.

Akard Street, Suite 2954, Dallas, Texas 75202. The Office will either forward the original materials as addressed or

provide Directors with summaries of the submissions, with the originals available for review at the Directors’

request.

2022 PROXY 25 AT&T INC.

CORPORATE GOVERNANCE

Annual Multi-Step Board Evaluations

Each year, the Corporate Governance and Nominating Committee and the Chairman of the Board lead the Board

through three evaluations: a Board self-evaluation, Committee self-evaluations, and peer evaluations. Through

this process, Directors provide feedback, assess performance, and identify areas where improvement can be

made. We believe this approach supports the Board’s effectiveness and continuous improvement.

ONE-ON-ONE DIRECTOR PEER EVALUATIONS

Members discuss the performance of other

members of the Board including their:

• Understanding of the business

• Meeting attendance

• Preparation and participation in Board

activities

• Applicable skill set to current needs of

the business

Responses are discussed with the individual

Director if applicable.

ONGOING FEEDBACK

• Directors provide ongoing, real-time

feedback outside of the evaluation

process

• Lines of communication between our

Directors and management are always

open

• The Chairman and Committee Chair

both have individual conversations with

each member of the Board – providing

further opportunity for dialogue and

improvement

• Follow up – Results or feedback

requiring additional consideration are

addressed, where appropriate

COMMITTEE SELF-EVALUATIONS

Candid open discussion to review the

following:

• Committee process and substance

• Committee effectiveness, structure,

composition, and culture

• Overall Committee dynamics

• Committee Charter

BOARD SELF-EVALUATION SURVEY

The self-evaluation survey (reviewed

annually by the Corporate Governance and

Nominating Committee) addresses key

topics such as those below, among other

things:

• Process and substance

• Effectiveness, structure, composition,

culture, and overall Board dynamics

• Performance in key areas

• Specific issues which should be

discussed in the future

Responses are discussed and changes and

improvements are implemented, if

applicable.

AT&T INC. 26 2022 PROXY

CORPORATE GOVERNANCE

Related Person Transactions

Under the rules of the SEC, public issuers, such as

AT&T, must disclose certain “Related Person

Transactions.” These are transactions in which the

Company is a participant, the amount involved

exceeds $120,000, and a Director, Executive Officer, or

holder of more than 5% of our common stock has a

direct or indirect material interest.

AT&T has adopted a written policy requiring that each

Director or Executive Officer involved in such a

transaction notify the Corporate Governance and

Nominating Committee and that each such

transaction be approved by the Committee.

In determining whether to approve a Related Person

Transaction, the Committee will consider the

following factors, among others, to the extent

relevant to the Related Person Transaction:

• whether the terms of the Related Person

Transaction are fair to the Company and on the

same basis as would apply if the transaction did

not involve a related person,

• whether there are business reasons for the

Company to enter into the Related Person

Transaction,

• whether the Related Person Transaction would

impair the independence of an outside director,

and

• whether the Related Person Transaction would

present an improper conflict of interest for any

of our Directors or Executive Officers, taking

into account the size of the transaction, the

overall financial position of the Director,

Executive Officer or other related person, the

direct or indirect nature of the Director’s,

Executive Officer’s or other related person’s

interest in the transaction and the ongoing

nature of any proposed relationship, and any

other factors the Committee deems relevant.

The Committee will prohibit a Related Party

Transaction if it determines such transaction to be

inconsistent with the interests of the Company and

its stockholders.

The employment of the following person was

approved by the Corporate Governance and

Nominating Committee under the Company’s Related

Party Transactions Policy. The rate of pay for this

employee is similar to those paid for comparable

positions at the Company.

During 2021, a sister-in-law of John Stankey, Chief

Executive Officer and President, was employed by a

subsidiary with an approximate rate of pay, including

commissions, of $138,620.

During 2021, Pascal Desroches, Chief Financial Officer,

relocated from New York City to Dallas, Texas and was

eligible to receive assistance under the AT&T

Relocation Program – Plan A offered by the Company’s

relocation agent to eligible managers. Under the plan,

the relocation agent appraises the home and lists the

home for a required marketing period of 90 days. If an

employee finds a buyer for his or her home during the

marketing period, the relocation agent will complete

the sale for the employee by taking possession of the

home for later transfer to the buyer and paying the

employee the greater of the sales price or the appraisal

value. The agent will also pay the employee an

incentive of 2% of the sales price, not to exceed

$15,000, if the sales price is at least 95% of the

appraisal value (since the agent avoids the expense of

remarketing the home). Mr. Desroches found a buyer

for his home during the marketing period and

accepted an offer of $4.49 million, which was below,

but within 95% of, the appraisal value of $4.65 million;

therefore, he received the full amount of the appraisal

value and the $15,000 incentive. Because the appraisal

value and sales price were less than the original $5.645

million purchase price of the home and Mr. Desroches

had owned the home for less than two years, he was

entitled under the relocation plan to the full loss on

sale of the home of $995,000; he was also entitled to a

Company-paid tax reimbursement of $753,416.27 on

the sale of the home. The agent is also responsible for

commissions and closing costs on the sale of the

home. Under the relocation plan, if the employee

voluntarily terminates employment prior to one year

after the relocation, the employee is required to repay

the relocation costs to the Company, including tax

reimbursements. This transaction was approved by the

Corporate Governance and Nominating Committee

under the Company’s Related Party Transactions

Policy. See note 4 to the “Summary Compensation

Table” for moving expenses and other relocation

benefits provided to Mr. Desroches in connection with

his relocation.

2022 PROXY 27 AT&T INC.

CORPORATE GOVERNANCE

Director Compensation

The compensation of Directors is determined by the

Board with the advice of the Corporate Governance and

Nominating Committee. The Corporate Governance and

Nominating Committee is composed entirely of

independent Directors. None of our employees serve on

this Committee. The Committee’s current members are

Matthew K. Rose (Chair), William E. Kennard, Debra L. Lee

and Cynthia B. Taylor. Under its charter, the Committee

annually reviews the compensation and benefits

provided to Directors for their service and makes

recommendations to the Board for changes. This

includes not only Director retainers, but also Director

compensation and benefit plans.

The Committee’s charter authorizes the Committee

to employ independent compensation and other

consultants to assist in fulfilling its duties. From time

to time, the Committee engages a compensation

consultant to advise the Committee and to provide

information regarding director compensation paid by

other public companies, which may be used by the

Committee to make compensation recommendations

to the Board. In addition, the Chief Executive Officer

may make recommendations to the Committee or

the Board about types and amounts of appropriate

compensation and benefits for Directors. Directors

who are employed by us or one of our subsidiaries

receive no separate compensation for serving as

directors or as members of Board committees.

The Company offers Directors both cash and equity

compensation as set out in the table below. Directors

have the ability to defer their annual retainers and

earn interest or may defer their cash compensation

through deferred stock units (See Director Plans).

2021 Compensation

Amount

($)

Annual Retainer 140,000

Chairman of the Board 300,000

Committee Chair Retainer

Audit Committee 30,000

Human Resources Committee 25,000

Corporate Development and

Finance Committee 20,000

Corporate Governance and

Nominating Committee 20,000

Public Policy and Corporate

Reputation Committee 15,000

Annual Award of Deferred Stock Units 220,000

Communications Equipment and

Services up to 25,000

In January 2021, upon Mr. Stephenson’s retirement as

Executive Chairman of the Board, Mr. Kennard, an

independent Director, was appointed Chairman of the

Board, with an additional annual retainer of $300,000,

and the position of Lead Director was terminated.

Director Plans

Under the Non-Employee Director Stock and Deferral

Plan (the Director Plan) each non-employee Director

annually receives a grant of $220,000 in deferred stock

units. The number of units granted is determined by

dividing $220,000 by the closing price of AT&T common

stock on the last trading day of the month in which the

grant is made. A non-employee Director who is first

elected to the Board on a day other than the day of the

Annual Meeting receives a prorated grant based on the

number of days served prior to the next Annual Meeting

(using an assumed next Annual Meeting date one year

following the last Annual Meeting). Each deferred stock

unit is equivalent to a share of AT&T common stock and

earns dividend equivalents in the form of additional

deferred stock units. The annual grants are fully earned

and vested at issuance and are distributed beginning in

the calendar year after the Director leaves the Board. At

distribution, the deferred stock units are converted to

cash based on the then price of AT&T common stock

and are paid either in a lump sum or in up to 15 annual

installments, as elected by the Director.

Additionally, Directors may annually elect to defer the

receipt of their retainers into either additional deferred

stock units or into a cash deferral account under the

Director Plan. Directors purchase the deferred stock

units at the fair market value of AT&T common stock.

Deferrals into the cash deferral account under the plan

earn interest during the calendar year at a rate equal to

the Moody’s Long-Term Corporate Bond Yield Average

for September of the preceding year (Moody’s Rate).

Directors may annually choose to convert their cash

deferral accounts into deferred stock units at the fair

market value of our stock at the time of the conversion.

Directors may also use all or part of their retainers to

purchase AT&T common stock at fair market value

under the Non-Employee Director Stock Purchase Plan.

To the extent earnings on cash deferrals under the

Director Plan exceed the interest rate specified by the

SEC for disclosure purposes, they are included in the

“Director Compensation” table on page 29 under the

heading “Nonqualified Deferred Compensation Earnings.”

Non-employee Directors may receive communications

equipment and services pursuant to the AT&T Board of

Directors Communications Concession Program.

Under the program, equipment and services that may

be provided to a Director, other than equipment at his

or her primary residence, may not exceed $25,000 per

year. All concession services must be provided by AT&T

affiliates, except that the Director may use another

provider for the Director’s primary residence if it is not

served by an AT&T affiliate.

AT&T INC. 28 2022 PROXY

CORPORATE GOVERNANCE

2021 DIRECTOR COMPENSATION TABLE

The following table contains information regarding compensation provided to each person who served as a

Director during 2021 (excluding Messrs. Stankey and Stephenson, whose compensation is included in the

Summary Compensation Table and related tables and disclosure).

Name

Fees Earned

or Paid in Cash

($)

(a)

Stock

Awards

($)

(b)

Nonqualified

Deferred

Compensation

Earnings

($)

(c)

All Other

Compensation

($)

(d)

Total

($)

SAMUEL A. DI PIAZZA, JR. $ 170,000 $220,000 $ 0 $ 15,000 $405,000

RICHARD W. FISHER* $ 46,667 $ 0 $2,567 $293,879 $ 343,113

SCOTT T. FORD $ 160,000 $220,000 $ 0 $ 0 $380,000

GLENN H. HUTCHINS $ 155,000 $220,000 $ 0 $ 0 $ 375,000

WILLIAM E. KENNARD $440,000 $220,000 $ 0 $ 15,000 $675,000

DEBRA L. LEE $ 140,000 $220,000 $ 0 $ 0 $360,000

STEPHEN J. LUCZO $ 140,000 $220,000 $ 0 $ 0 $360,000

MICHAEL B. MCCALLISTER $ 140,000 $220,000 $ 0 $ 12,894 $ 372,894

BETH E. MOONEY $ 165,000 $220,000 $ 0 $ 11,495 $396,495

MATTHEW K. ROSE $ 165,000 $220,000 $ 0 $ 42,099 $427,099

CYNTHIA B. TAYLOR $ 140,000 $220,000 $ 0 $ 5,000 $365,000

LUIS A. UBIÑAS** $ 81,667 $ 186,247 $ 0 $ 69,081 $ 336,995

GEOFFREY Y. YANG $ 140,000 $220,000 $ 0 $ 11,410 $ 371,410

* Mr. Fisher retired from the Board in April 2021.

** Mr. Ubiñas joined the Board in June 2021.

NOTE (a). Fees Earned or Paid in Cash The table below

shows the number of deferred stock units or shares of

common stock purchased in 2021 by each Director with

their retainers. The deferred stock units were purchased

under the Non-Employee Director Stock and Deferral Plan,

and the shares of common stock were purchased under the

Non-Employee Director Stock Purchase Plan.

Director

Deferred Stock Units

Purchased in 2021

SAMUEL A. DI PIAZZA, JR. 6,035

SCOTT T. FORD 5,680

GLENN H. HUTCHINS 5,503

STEPHEN J. LUCZO 4,970

MATTHEW K. ROSE 5,855

Director

Shares of Common Stock

Purchased in 2021

RICHARD W. FISHER 796

MICHAEL B. MCCALLISTER 2,483

GEOFFREY Y. YANG 4,968

NOTE (b). Stock Awards Amounts in this column represent

the annual grant of deferred stock units (prorated in the

case of Mr. Ubiñas) that are immediately vested but are not

distributed until after the retirement of the Director. The

deferred stock units will be paid out in cash in the calendar

year after the Director ceases his or her service with the

Board, at the times elected by the Director. The aggregate

number of stock awards outstanding at December 31, 2021,

for each Director can be found in the “Common Stock

Ownership” section beginning on page 30.

NOTE (c). Nonqualified Deferred Compensation Earnings

Amounts shown represent the excess earnings, if any, based

on the actual rates used to determine earnings on deferred

compensation over the market interest rates determined

pursuant to SEC rules.

NOTE (d). All Other Compensation Amounts in this column

include personal benefits for Directors that in the aggregate

equal or exceed $10,000, which for 2021 consisted of

communications equipment and services provided under

the AT&T Board of Directors Communications Concession

Program (described on page 28) and miscellaneous items,

as follows: Mr. Fisher ($10,385 and $3,494, respectively),

Mr. McCallister ($12,886 and $8, respectively), Ms. Mooney

($11,487 and $8, respectively), Mr. Rose ($12,091 and $8,

respectively), Mr. Ubiñas ($60,523 and $8, respectively) and

Mr. Yang ($11,402 and $8, respectively).

2022 PROXY 29 AT&T INC.

CORPORATE GOVERNANCE

NOTE (d). All Other Compensation (Cont.) All Other

Compensation also includes charitable matching

contributions of up to $15,000 per year made by the AT&T

Foundation on behalf of Directors under the AT&T Higher

Education/Cultural Matching Gift Program. In 2021,

charitable contributions were made on the Directors’ behalf

under this program as follows:

Name Matching Gifts

SAMUEL A. DI PIAZZA, JR. $ 15,000

RICHARD W. FISHER $30,000*

WILLIAM E. KENNARD $ 15,000

MATTHEW K. ROSE $30,000*

CYNTHIA B. TAYLOR $ 5,000

LUIS A. UBIÑAS $ 8,550

* These amounts relate to contributions made in 2020 and

2021.

In addition, a charitable contribution of $250,000 was made

on behalf of Mr. Fisher to the R&M Fisher Fund, a donor

advised fund controlled by the Communities Foundation of

Texas, in connection with his retirement from the Board in

April 2021.

COMMON STOCK OWNERSHIP

Certain Beneficial Owners

The following table lists the beneficial ownership of each person holding more than 5% of AT&T’s outstanding

common stock as of December 31, 2021 (based on a review of filings made with the Securities and Exchange

Commission on Schedules 13D and 13G).

Name and Address of Beneficial Owner

Amount and Nature

of Beneficial Ownership Percent of Class

BLACKROCK, INC.

55 East 52nd St., New York, NY 10055 515,670,541

(1)

7.2%

THE VANGUARD GROUP

100 Vanguard Blvd., Malvern, PA 19355 572,599,844

(2)

8.02%

1. Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 31, 2022, which reported the following: sole

voting power of 451,120,282 shares; shared voting power of 0 shares; sole dispositive power of 515,670,541 shares, and shared

dispositive power of 0 shares.

2. Based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2022, which reported the following:

sole voting power of 0 shares; shared voting power of 11,353,391 shares; sole dispositive power of 543,188,574 shares, and

shared dispositive power of 29,411,270 shares.

AT&T INC. 30 2022 PROXY

COMMON STOCK OWNERSHIP

Directors and Officers

The following table lists the beneficial ownership of AT&T common stock and non-voting stock units as of

December 31, 2021, held by each Director, nominee, and officer named in the Summary Compensation Table on

page 75. As of that date, each Director and officer listed below, and all Directors and Executive Officers as a group,

owned less than 1% of our outstanding common stock. Except as noted below, the persons listed in the table

have sole voting and investment power with respect to the securities indicated.

Beneficial Owner

Total AT&T

Beneficial

Ownership

(1)

Restricted

Stock Units

(2)

Stock

Options

Number of

Shared Voting

and Investment

Power Shares

Non-Voting

Vested

Stock

Units

(3)

SAMUEL A. DI PIAZZA, JR. 34,480 83,649

SCOTT T. FORD 81,319 105,562

GLENN H. HUTCHINS

(4)

167,651 167,651 90,446

WILLIAM E. KENNARD 0 53,944

DEBRA L. LEE 0 15,337

STEPHEN J. LUCZO 500,000 25,475

MICHAEL B. MCCALLISTER 56,091 50,364 67,052

BETH E. MOONEY 28,700 86,598

MATTHEW K. ROSE 208,050 208,050 158,913

CYNTHIA B. TAYLOR 5,718 196 70,499

LUIS A. UBIÑAS 0 8,157

GEOFFREY Y. YANG

(5)

259,596 131,035 40,040

JOHN T. STANKEY 535,910 83,114 441,867 290,383

PASCAL DESROCHES 258,162 65,706 87,483

LORI LEE 219,534 30,517 81,173

DAVID R. MCATEE II 263,437 48,612 209,757 508,866

JEFFERY S. MCELFRESH 106,883 30,101 181,219

JOHN J. STEPHENS 837,995 57,866 2,373 297,627 427,739

RANDALL L. STEPHENSON 2,763,054 112,471 2,642,320 636,485

All Executive Officers and Directors

as a group (consisting of 23

persons, including those named

above) 7,071,215 702,252 2,373 3,654,163 3,987,953

NOTE (1). Includes presently exercisable stock options as well as

stock options and restricted stock units, that became exercisable

within 60 days of the date of this table.

NOTE (2). Restricted stock units distributable within 60 days of the

date of this table.

NOTE (3). Represents number of vested stock units held by the

Director or Executive Officer, where each stock unit is equal in value

to one share of AT&T common stock. The stock units are paid in

common stock or cash depending upon the plan and the election

of the participant at times specified by the relevant plan. None of

the stock units listed may be converted into common stock within

60 days of the date of this table. As noted under “Compensation of

Directors,” AT&T’s plans permit non-employee Directors to acquire

stock units (also referred to as deferred stock units) by deferring

the receipt of retainers into stock units and through a yearly grant

of stock units. Officers may acquire stock units by participating in

stock-based compensation deferral plans or through vested stock

awards. Stock units carry no voting rights.

NOTE (4). Mr. Hutchins disclaims beneficial ownership of 3,322

shares held in trust for his siblings.

NOTE (5). Mr. Yang disclaims beneficial ownership of 33,558 shares

held in a limited partnership.

2022 PROXY 31 AT&T INC.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

ESG INTEGRATION ACROSS AT&T OPERATIONS

AT&T’s commitment to managing ESG issues includes

Board of Directors oversight, executive leadership

across multiple officers and business units, and

dedicated teams of corporate responsibility

professionals and subject-matter experts throughout

the Company.

ENVIRONMENTAL

AND SOCIAL

IMPACT

‹

›

Board of Directors Oversight

The Public Policy and Corporate Reputation

Committee (PPCRC) assists the Board in oversight of

ESG strategy, including related policies, programs and

ESG reporting. The PPCRC also oversees our policies

for political and philanthropic giving, which include

political contributions, corporate contributions

approved by the AT&T Contributions Council and

grants approved by the AT&T Foundation.

In addition to discussions with individual PPCRC

members throughout the year, our Senior Vice

President (SVP) – Corporate Social Responsibility

(CSR) and ESG, who also is our Chief Sustainability

Officer, presents on relevant topics and is present at

all PPCRC meetings for ESG dialog. In 2021, the PPCRC

held 3 regularly scheduled meetings, which included

ESG topics such as: diversity, equity and inclusion

(DE&I); digital divide social innovation; supply chain

responsibility; climate transition; ESG reporting;

political contributions and charitable contributions.

The Audit Committee oversees AT&T’s compliance

with legal and regulatory requirements, as well as

internal enterprise risk assessment activities and

audit functions which incorporate ESG risks and

disclosures. The Chief Compliance Officer and the SVP

– Audit Services each meet with the Audit Committee

4 times per year.

Executive Oversight

Our CSO oversees internal management of AT&T’s

ESG strategy, risks and opportunities. Our SVP – Audit

Services oversees internal enterprise risk assessment

activities and audit functions, including analysis of

ESG risks and disclosures, and associated processes,

controls and assurance.

Our CSR Governance Council (Council) is led by our

CSO and is comprised of more than a dozen officers

representing business operations and management

functions aligned to our most important ESG focus

areas. In addition to ad hoc meetings, the CSR

Governance Council held 3 regularly scheduled

meetings in 2021, discussing ESG topics such as ESG

reporting, digital divide social innovation, climate

transition, political contributions, DE&I, long-range

goal setting and social issue engagement.

In addition to the Council, we convene five core issue

committees: Community, Employee Activation,

Environment, Human Rights and Online Safety. These

committees are led by senior CSR leaders and work

closely with experts throughout our operating

companies to implement or enhance programs and

policies that address ESG issues across AT&T.

Compliance, Anti-Bribery and Anti-Corruption

Our Chief Compliance Officer (CCO) provides

oversight of compliance and ethics controls and risk

assessments, and is responsible for the AT&T

Corporate Compliance Program, which promotes an

ethical culture, compliance with laws, regulations and

policies, and our commitment to respecting

consumer and employee privacy. The CCO is also

responsible for protection of Company assets. In

addition to independent discussions with committee

members throughout the year, as-needed, the CCO

and Chief Privacy Officer report annually to the

PPCRC and our CCO reports periodically (but no less

than annually) to the Audit Committee, to discuss

compliance- and ethics-related trends, risks and

action plans.

AT&T INC. 32 2022 PROXY

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

AT&T follows ethical business practices in our

dealings with public officials, other companies and

private citizens. We do not seek to illegally or

unethically influence – directly or indirectly – through

the payment of illegal bribes, kickbacks or other

unethical payments or inducements. We have a

comprehensive set of anti-bribery/anti-corruption

policies and procedures – including our codes of

conduct, Anti-Bribery and Anti-Corruption (ABAC)

Policy, Principles of Conduct for Suppliers and Code of

Ethics – which aim to prevent, detect and mitigate

risks related to public and commercial bribery. Our

internal audit organization, led by our SVP – Audit

Services, performs periodic ABAC control audits on

each operating company.

Political Engagement Transparency

As one of the world’s largest telecommunications

companies, federal, state and local laws have a

significant impact on our employees, communities,

customers and stockholders. We participate in the

political process in a bipartisan manner to support

policies that foster an economic environment in

which we can sustain and grow our business. AT&T

has a core set of critical business issues that drive

corporate political contributions and inform

employee PAC contributions. Those issues affect our

ability to hire, pay good wages, provide world-class

benefits, serve our customers, make capital

investments, innovate to foster economic growth and

create or return stockholder value.

Because elected officials have varying interests and

positions, it’s impossible to agree with every position

taken by any one elected official. Thus, contributions

we may make to advance our core business issues

and corporate values do not signal our agreement

with every position that recipients may take on every

topic. Our biannual Political Engagement Report

describes how AT&T participates in the political

process and discloses our U.S. political contributions.

With oversight from the PPCRC and visibility of the

full Board, every action we take is guided by our

Political Engagement Policy, along with other policies

and procedures, helping us govern the range of views

and positions we support across the political

spectrum in a way that reflects our corporate brand,

the values we espouse and the interests of our

business and employees.

Since 2019, AT&T has received the leading

“Trendsetter” designation from the CPA-Zicklin Index

of Corporate Political Disclosure and Accountability,

for transparent reporting of our engagements. In

2021, AT&T was among only 6 companies to receive a

100% score.

Network and Data Security and Privacy

Network and data security is crucial to our mission of

delivering connectivity services that businesses and

consumers can trust.

The Audit Committee oversees the Company’s risk

management strategy, which includes cybersecurity

and the defense of our network. The Chief Security

Office, led by our Chief Security Officer, establishes

global policy and programmatic requirements

designed to help protect the integrity, confidentiality

and availability of our network. The Audit Committee

and full Board receive regular updates from our Chief

Security Officer on network and data security, and

associated risks.

Privacy is a fundamental commitment at AT&T. Our

Chief Privacy Officer (CPO), who is a member of the

CSR Governance Council, is responsible for

developing, implementing and supporting compliance

with our privacy principles, policies and commitments

across all operating companies – in accordance with

international, federal and state legislation. Our CCO

and CPO provide regular updates about privacy-

related risks and mitigation to executive leadership

and the PPCRC, and our CCO provides periodic

privacy-related updates to the Audit Committee.

Like all companies, we’re required by law to provide

information to government and law enforcement

entities, as well as to parties to civil lawsuits, by

complying with court orders, subpoenas, lawful

discovery requests and other legal requirements. Our

Transparency Report lists the number and types of

legal demands that have compelled AT&T to provide

information about the communications of our

customers as well as information permitted by law to

be disclosed about Foreign Intelligence Surveillance

Act requests.

Supply Chain Management

A capable, diverse, ethical and sustainable supply

chain is crucial for mitigating risk, realizing new

opportunities, delivering excellence and creating

long-lasting value for AT&T and our stakeholders.

With oversight from the PPCRC and leadership from

our Executive Vice President – Global Connections

and Supply Chain, who is a member of the CSR

Governance Council, we expect supplier business

operations to be conducted in compliance with

sustainability and diversity clauses in our contracts,

which require conformance with the AT&T Principles

2022 PROXY 33 AT&T INC.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

of Conduct for Suppliers and the AT&T Human Rights

Policy. We require suppliers to verify adherence to our

Principles of Conduct for Suppliers through a self-

attestation process every 18-24 months.

Annually, we engage suppliers representing 80% of

spend

with sustainability assessments developed

through both CDP and the Telecommunications

Industry Association. These assessments, which cover

a range of ESG factors such as environmental

management, circular economy, stakeholder

engagement and a supplier’s management of its own

supply chain, support our ability to integrate

sustainability metrics into sourcing decisions. In

addition, through our participation alongside peer

telecom companies in the Joint Audit Cooperation, we

engage suppliers at risk of noncompliance with social

standards – such as child or forced labor, health and

safety, freedom of association, working hours or

compensation – in on-site audits and corrective

action plans.

ESG Reporting

AT&T’s ESG reporting practice is led by a dedicated

team within the CSR organization led by our CSO,

with additional oversight by the PPCRC and Audit

Committee. Each year, we engage hundreds of

subject matter experts and business unit approvers

across the Company to prepare, review, and

continuously enhance our reports. Drafts of our

annual ESG Summary are reviewed by the CSR

Governance Council and senior executives prior to

publication. Our ESG disclosures are further validated

by our internal legal and finance organizations, and

select environmental calculations – such as energy

use and GHG emissions – are externally assured by an

independent third party.

Our ESG disclosures are underpinned by a regular

stakeholder assessment that helps identify and

prioritize the most material ESG issues impacting

AT&T, as well as those where AT&T significantly

impacts external stakeholders. Our most recent

assessment was conducted in Q4 2021 and as part of

our ongoing governance, we continuously monitor

pressing and emerging ESG issues and current events

to help prioritize programmatic efforts on those

topics, as appropriate.

We seek to deliver a comprehensive reporting suite

featuring consistent and comparable metrics. We’ve

aligned to the Global Reporting Initiative (GRI)

standards since 2007, to communicate our managerial

approach to impacts on broad topics such as the

economy, environment, society and human rights. In

recognition of investor interest in our management of

ESG impacts on enterprise value, we align to relevant

industry-specific Sustainability Accounting Standards

Board (SASB) standards, the Task Force on Climate-

related Financial Disclosures (TCFD) recommendations

and the CDP Climate Change assessment. Our reporting

also aligns with the United Nations (U.N.) Global

Compact and U.N. Sustainable Development Goals,

reflecting stakeholder interest in AT&T’s contributions

to global sustainable development objectives.

ENVIRONMENTAL IMPACT

AT&T is extending our positive environmental impact

and optimizing the resilience of our business through

enhancements in resource efficiency and efforts to

protect our network and stakeholders from

environmental risk.

The PPCRC oversees the entirety of AT&T’s

environmental and climate-related strategy, including

emissions reduction objectives, consumption of

electricity and water, investments in renewable energy,

waste management and policies governing our supply

chain. Our CSO oversees internal management of

AT&T’s environmental and climate-related strategy,

risks and opportunities. Our President – Network

Engineering and Operations has responsibility for the

resilience of our network, including energy and water

use, and oversees the management of climate-related

impacts to our operations. This includes our

commitments to renewable energy, network disaster

response and business continuity planning. Our SVP –

Audit Services oversees the integration of ESG issues,

including environmental and climate-related impacts,

into corporate enterprise risk assessment activities. This

risk analysis has further oversight by the Audit

Committee.

Our CSR Governance Council, led by our CSO and

comprised of officers representing business

operations and management functions aligned to our

most important ESG focus areas, regularly discusses

environmental topics such as climate change,

emissions and our use of energy and water resources.

In addition to the Council, we convene an

Environment Committee that works with business

unit experts across our operating companies to

implement or enhance policies and programs that

1 The supplier sustainability management approach reflects the activities of the AT&T Global Connections and Supply Chain organization

within AT&T Communications.

AT&T INC. 34 2022 PROXY

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

address climate-related risks and opportunities. The

Environment Committee is led by our Assistant Vice

President (AVP) – Global Environmental Sustainability,

a direct report to our CSO.

Mitigating Climate Change

AT&T is positioned for success as the world

transitions to a low carbon economy. We’ve

committed to becoming carbon neutral, targeting net

zero Scope 1 and 2 GHG emissions

by 2035. To help

measure our progress, we launched a science-based

target to reduce emissions for these same categories

63% by 2030 (2015 base year) – aligning with a 1.5°C

pathway. Between 2015-2020, we reduced reported

Scope 1 and 2 greenhouse gas (GHG) emissions 34%,

reaching nearly 54% of our 2030 target.

A pillar of our emissions reduction strategy is

enhancing operational efficiency. Between 2010-2020,

we implemented nearly 147,000 energy efficiency

projects – such as the ongoing integration of our

centrally-managed Energy Building Management

Solution across our footprint – resulting in annualized

energy cost savings of approximately $694 million.

We also continue to grow our procurement of

renewable energy, where feasible. In 2022, we

announced 2 new solar energy deals, increasing our

commitments to more than 1.7 gigawatts of

renewable energy capacity – helping make AT&T the

largest corporate renewable energy user in the

U.S., according to the EPA Green Power Partnership.

Climate-related Impacts

Extreme weather presents operational risks to AT&T’s

network and safety risks to our employees, customers

and communities. We’re taking steps to protect our

network from threats and costly repairs associated

with such events, while helping communities identify

and address their own vulnerabilities. By modeling the

potential for extreme weather within our geographic

information system, our industry-leading Climate

Change Analysis Tool (CCAT) helps network engineers

analyze how inland and coastal flooding, drought, wind

or wildfires may impact existing infrastructure or

future network builds – up to 30 years into the future.

Over the last 2 years, we’ve been sharing data

developed for CCAT with municipalities and

organizations such as the New York Power Authority

and National Coastal Resilience Fund.

AT&T also assesses how climate-related regulations,

developments in technology and market or

reputational factors could affect our Company. For

example, a cost applied to GHG emissions, such as

through an imposed fuel or carbon tax or other

pricing mechanism, may drive up the cost of fossil

fuel-based energy used to power our network,

operations and fleet.

Landfill Diversion

Based upon learnings from our previous 100-facility

zero waste program, in 2021 we updated our goal to

reduce the amount of U.S. waste we send to landfill

30% by 2030 (2019 base year). This “30x30” initiative

addresses our entire waste footprint across more

than 3,000 sites and is anticipated to exceed the

impact of our 100-facility effort by 104 times, based

on weight.

Environmental Performance of our Supply Chain

AT&T’s supply chain impacts our emissions footprint

and presents unique climate-related risks and

opportunities, and we expect suppliers to reduce the

environmental impact of their operations. Through

FY2021, we reached 94% of our science-based target

to ensure suppliers representing at least half our

spend (covering purchased goods and services,

capital goods and downstream leased assets) have, or

will, set their own science-based Scope 1 and 2 targets

by 2024.

We operationalize progress toward this goal by

engaging suppliers through CDP assessments and

providing incentives to participate in our Preferred

Supplier Program, which includes more than 350

companies that have demonstrated a commitment to

focus areas such as environmental sustainability.

Supporting Customer Environmental Objectives

We’re helping customers improve their environmental

footprint by driving adoption of AT&T broadband-

enabled technologies that can reduce GHG emissions,

such as online collaboration tools and IoT solutions

for fleet, asset and building energy management.

We’re measuring this impact through a methodology

developed in collaboration with Carbon Trust and

BSR.

2 Scope 1 emissions include direct emissions from sources owned or controlled by the Company (such as the fleet). Scope 2 emissions include

indirect emissions that result from the generation of purchased energy.

2022 PROXY 35 AT&T INC.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

In 2021, we announced the AT&T Gigaton Goal to

deliver connectivity solutions that enable business

customers to cumulatively save a gigaton (1 billion

metric tons) of GHG emissions between 2018-2035.

AT&T-enabled customer GHG emissions reductions

measured between 2018-2020 total 72.4 million metric

tons of CO

e – approximately 7% of our gigaton goal.

As part of our efforts to achieve our gigaton goal, in

2021 we formed the Connected Climate Initiative to

convene the brightest minds from leading technology

companies, AT&T Business customers, universities

and nonprofits to identify best practices, develop

innovative new products and use cases, and scale the

innovations of startup partners building 5G- and other

broadband-enabled climate solutions. We’re working

with businesses including Microsoft, Equinix and Duke

Energy, along with research universities such as Texas

A&M University and the University of Missouri, and a

range of other organizations to make an impact on a

global scale.

SOCIAL IMPACT

AT&T’s success depends on motivated employees,

satisfied customers, capable suppliers and thriving

communities. We work to positively impact all

stakeholders by addressing social factors such as

human rights, diversity and inclusion, the digital divide

and access to resources supporting education and

jobs.

Human Rights

Upholding human rights in our operations, supply chain

and with our stakeholders is foundational for enabling

people to work safely, confidently and productively. We

advocate for human rights-related issues to contribute

to global sustainable development objectives and

demonstrate that business success and ethical

behavior go hand-in-hand.

AT&T’s Human Rights Policy details our approach to

human rights. We’re committed to upholding

internationally recognized principles supporting rights

to privacy, freedom of expression, fair labor practices

including freedom of association, ethical use of

artificial intelligence and protection from harmful

online content – particularly for children. Our CSO is

responsible for overseeing the AT&T Human Rights

Policy with guidance from the PPCRC. The CSR

Governance Council and Human Rights Committee,

both comprised of senior executives from across the

business, are responsible for implementing the AT&T

Human Rights Policy throughout our operations. Our

Online Safety Committee provides oversight and

guidance on digital safety issues impacting our

business, customers and society. All 3 groups oversee

related due diligence – including regular mapping of

potential risks and issues.

Diversity, Equity and Inclusion

From our Board of Directors to front-line workers

across the globe, we seek talented people who

represent a mix of backgrounds, identities, abilities

and experiences. This is critical to ensure the

products, services and content we create reflect the

diversity and interests of all segments of society and

of the world around us.

Our Board Diversity Statement notes “AT&T

recognizes the value of diversity, and takes into

account many factors, including but not limited to

gender, race and ethnicity, as important in

determining composition and in making nominations

to the Board.”

Our strategy for employee diversity, equity and

inclusion is led by AT&T’s Chief Diversity and

Development Officer and WarnerMedia’s Chief

Enterprise Inclusion Officer, both members of the CSR

Governance Council. To promote employee

engagement and cross-functional diversity and

inclusion initiatives across our operating companies,

we regularly convene four diversity councils, including

the CEO’s Diversity Council led by our most senior

executive. The Chief Diversity and Development

Officer reports regularly to the PPCRC and annually to

the full Board to discuss diversity, equity and

inclusion-related updates, trends and action plans.

AT&T has joined the OneTen coalition, a group of

corporations pledging to collectively hire 1 million

Black Americans by 2030. Our CEO signed onto the

U.N. Women’s Empowerment Principles, signaling

AT&T’s commitment to promoting gender equality

and women’s empowerment in the workplace,

marketplace and community. We also signed the

Hispanic Promise, a first-of-its-kind national pledge to

hire, promote, retain and celebrate Hispanics in the

workplace.

In 2021, more than 55% of open positions and 53% of

promotions were filled by diverse candidates.

We also

enhanced the transparency of our workforce diversity

by publicly releasing both AT&T’s and WarnerMedia’s

Federal EEO-1 data.

3 Inclusive of AT&T Corporate and AT&T Communications.

AT&T INC. 36 2022 PROXY

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Recognizing the importance of diversity, equity and

inclusion to our stakeholders, we publish reports

outlining our progress cultivating workplace diversity

across AT&T and content diversity across

WarnerMedia. This focus on building a more diverse

and inclusive workforce is underpinned by the

unwavering commitment to ensure that employees

from any and every segment of society are treated

with fairness and provided equal opportunities to

advance in the Company.

Supply Chain Diversity

Diverse suppliers bring value to our Company through

their unique skills and innovative ideas. Our supplier

diversity program connects specialized diversity

managers with internal sourcing teams to assist

minority-, woman-, veteran-, LGBTQ+- and disability-

owned enterprises around the U.S. with opportunities

to provide products and services to AT&T. Our annual

goal is to exceed $10B in diverse supplier

procurement. In 2020, 24.5% of our spend

–

approximately $13.2B – was awarded to businesses

externally certified as diverse by third-party agencies.

Digital Divide

Access to affordable and reliable internet service is

critical for work, learning and commerce – and for

staying digitally connected to family, friends, news

and information. Using our platform to address the

digital divide is strategically important to AT&T, as it

helps drive social change while expanding our

network reach and deepening valuable collaboration

with communities, authorities and NGOs.

With oversight by the full Board, our strategy for

addressing the digital divide involves collaboration

across the entirety of our Company – engaging

business units such as CSR, Public Policy, External and

Legislative Affairs, Network Technology and

Operations, Finance and Marketing.

In 2021, AT&T announced a commitment to invest $2

billion over the next 3 years to help address the digital

divide. This effort combines AT&T’s low-cost

broadband service offerings with ongoing community

investment, building on approximately $1 billion in

contributions between 2018-2020 to help the nation’s

most vulnerable communities.

As part of our $2 billion digital divide commitment, we

introduced AT&T Connected Learning, a multi-year

initiative led by our CSR organization to help stem the

tide of learning loss, further narrow the homework gap

and empower today’s learners. Through the Connected

Learning program, by end of year 2025 we seek to

provide 1 million people in need with digital resources.

Through the end of 2022, we’re launching more than 20

AT&T Connected Learning Centers in under-resourced

neighborhoods facing barriers to connectivity –

providing access to high-speed internet and computing

devices, as well as opportunities for tutoring and

mentorship through our employee-driven AT&T

Believes volunteerism initiative. Together with national

partners, we’re offering a collection of digital literacy

courses to help parents and families build skills and

confidence to help their child navigate distance learning

and participate effectively and safely in today’s digital

world.

Employee Talent Development

As the global economy evolves, it’s crucial to train –

and retain – a skilled and diverse workforce, and to

help ensure our colleagues have the tools needed for

continued success. Led by our Chief Diversity and

Development Officer, our internal training

organization – AT&T University – works across our

business to deliver strategic leadership training,

inspire continuous development for current and

future roles, and energize our workforce to drive

innovation.

In 2020, Chief Learning Officer magazine awarded

AT&T Organization of the Year for Learning and

Development, and the CLO Editor’s Choice Award for

Best in Learning Execution. In 2021, AT&T invested

approximately $158 million to engage employees in

15 million hours of education and training, plus more

than $13 million in higher education tuition

assistance.

4 Supplier diversity spend excludes content and programming spend, and reflects the activities of the AT&T Global Connections and Supply

Chain organization within AT&T Communications.

5 Inclusive of AT&T Corporate and AT&T Communications.

2022 PROXY 37 AT&T INC.

AUDIT COMMITTEE

AT&T has a separately designated standing Audit

Committee. The Board has adopted a written charter

for the Audit Committee, which may be viewed on the

Company’s web site at https://investors.att.com. The

Audit Committee performs a review and

reassessment of its charter annually. The Audit

Committee oversees the integrity of AT&T’s financial

statements, the independent auditors’ qualifications

and independence, the performance of the internal

audit function and independent auditors, AT&T’s

compliance with legal and regulatory matters, and

enterprise risk management, including privacy and

data security.

The Audit Committee is composed entirely of

independent Directors in accordance with the

applicable independence standards of the New York

Stock Exchange and AT&T. The members of the Audit

Committee are Mr. Di Piazza (Chairman), Mr. Luczo,

Mr. McCallister, and Ms. Taylor each of whom was

appointed by the Board of Directors. The Board has

determined that each member of the Audit

Committee is financially literate under NYSE listing

standards.

In addition, the Board of Directors has determined

that Mr. Di Piazza and Ms. Taylor are “audit committee

financial experts.” Although the Board of Directors

has determined that these individuals have the

requisite attributes to be considered “audit

committee financial experts” as defined under SEC

rules, their responsibilities are the same as those of

the other Audit Committee members. They are not

AT&T’s auditors or accountants, do not perform “field

work” and are not full-time employees. The SEC has

determined that an audit committee member who is

designated as an audit committee financial expert will

not be deemed to be an “expert” for any purpose as a

result of being identified as an audit committee

financial expert.

PRIMARY RESPONSIBILITIES

The Audit Committee is responsible for oversight of management in the preparation of AT&T’s financial

statements and financial disclosures. The Audit Committee relies on the information provided by management

and the independent auditors. The Audit Committee does not have the duty to plan or conduct audits or to

determine that AT&T’s financial statements and disclosures are complete and accurate. AT&T’s Audit Committee

charter provides that these are the responsibility of management and the independent auditors.

Independent Auditor Oversight

The Audit Committee has oversight of the Company’s

relationship with the independent auditor and is

directly responsible for the annual appointment,

compensation and retention of the independent

auditor. The independent auditor reports directly to

the Audit Committee.

Financial Reporting Review

The Audit Committee reviews and discusses with

management and the independent auditor:

• the annual audited financial statements and

quarterly financial statements;

• any major issues regarding accounting principles

and financial statement presentations; and

• earnings press releases and other financial

disclosures.

Internal Audit Oversight

The Audit Committee oversees the activities of the

Company’s senior internal auditing executive, including

internal audit’s assessment of operational and financial

risks and associated internal controls. Significant

internal audit reports and corrective action status are

regularly discussed with the Audit Committee.

Risk Review

The Audit Committee reviews and discusses with

management the Company’s significant financial,

compliance, ethics, and operational risk exposures

and the steps management has taken to detect,

monitor and control such exposures, including the

Company’s risk assessment and risk management

policies. This includes, among other matters,

evaluating risk in the context of financial policies,

counterparty and credit risk, and the appropriate

mitigation of risk, including through the use of

insurance where appropriate. The Audit Committee

also reviews and discusses with management the

Company’s privacy and data security, including

cybersecurity, risk exposures, policies, and practices,

including the steps management has taken to detect,

monitor and control such risks and the potential

impact of those exposures on the Company’s

business, financial results, operations and reputation.

AT&T INC. 38 2022 PROXY

AUDIT COMMITTEE

Compliance Oversight

The Audit Committee meets with the Company’s Chief

Compliance Officer (CCO) regarding the CCO’s

assessment of the Company’s compliance and ethics

risks, the effectiveness of the Company’s Corporate

Compliance Program, and any other compliance related

matters that either the Committee or the CCO deems

appropriate. The Audit Committee oversees the

administration and enforcement of the Company’s

Code of Business Conduct, Code of Ethics, and

Corporate Compliance Program.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst & Young LLP acts as AT&T’s principal auditor

and provides certain audit-related, tax and other

services. The Audit Committee has established a pre-

approval policy for services to be performed by

Ernst & Young. Under this policy, the Audit Committee

approves specific engagements when the

engagements have been presented in reasonable

detail to the Audit Committee before services are

undertaken.

This policy also allows for the approval of certain

services in advance of the Audit Committee being

presented details concerning the specific service to

be undertaken. These services must meet service

definitions and fee limitations previously established

by the Audit Committee. Additionally, engagements

exceeding $500,000 must receive advance

concurrence from the Audit Committee Chairman.

After an auditor is engaged under this authority, the

services must be described in reasonable detail to the

Audit Committee at the next meeting.

All pre-approved services must commence, if at all,

within 14 months of the approval.

The fees for services provided by Ernst & Young (all of

which were pre-approved by the Audit Committee) to

AT&T in 2021 and 2020 are shown in the following

table:

PRINCIPAL ACCOUNTANT FEES

(dollars in millions)

Item 2021 2020

Audit Fees (a) $44.7 $50.5

Audit Related Fees (b) 17.4 10.3

Tax Fees (c) 14.2 9.0

All Other Fees (d) 0.0 0.0

Note (a). Audit Fees. Included in this category are fees for

the annual audits of the financial statements and internal

controls, quarterly financial statement reviews, audits of

certain subsidiaries, audits required by Federal and state

regulatory bodies, statutory audits, and comfort letters.

Note (b). Audit Related Fees. These fees, which are for

assurance and related services other than those included in

Audit Fees, include charges for employee benefit plan

audits, subsidiary audits associated with acquisition and

disposition activity, control reviews of AT&T service

organizations, and consultations concerning financial

accounting and reporting matters.

Note (c). Tax Fees. These fees include charges for various

Federal, state, local and international tax compliance,

planning, and research projects, as well as tax services for

AT&T employees working in foreign countries.

Note (d). All Other Fees. No fees were incurred in 2021 or

2020 for services other than audit, audit related and tax.

2022 PROXY 39 AT&T INC.

AUDIT COMMITTEE

AUDIT COMMITTEE REPORT

The Audit Committee: (1) reviewed and discussed with management AT&T’s audited financial statements for

the year ended December 31, 2021; (2) discussed with the independent auditors the matters required to be

discussed by the applicable requirements of the Public Company Accounting Oversight Board and the

Securities and Exchange Commission; (3) received the written disclosures and the letter from the independent

auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding

the independent auditors’ communications with the Audit Committee concerning independence; and

(4) discussed with the auditors the auditors’ independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of

Directors that the audited financial statements for the year ended December 31, 2021, be included in AT&T’s

Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

February 10, 2022 The Audit Committee

Samuel A. Di Piazza, Jr., Chairman

Stephen J. Luczo

Michael B. McCallister

Cynthia B. Taylor

AT&T INC. 40 2022 PROXY

Compensation Discussion and Analysis

EXECUTIVE SUMMARY ................................................................................... 42

DECISION MAKING FRAMEWORK

Role of the Human Resources Committee ............................................................ 47

Guiding Pay Principles ................................................................................ 47

Pay Governance ...................................................................................... 48

Stockholder Engagement ............................................................................ 49

COMPENSATION ELEMENTS AND PAY DETERMINATION

Elements of 2021 Compensation ...................................................................... 51

Determining 2021 Target Compensation .............................................................. 52

How NEOs Were Paid for Performance in 2021 ........................................................ 53

Realized Compensation for NEOs ..................................................................... 62

2021 Long-Term Grants ............................................................................... 68

Consulting Agreements .............................................................................. 69

BENEFITS ................................................................................................. 70

POLICIES AND RISK MITIGATION

Stock Ownership Guidelines .......................................................................... 73

Equity Retention and Hedging Policy ................................................................. 73

Clawback Policy ...................................................................................... 73

Risk Mitigation ........................................................................................ 73

INDEPENDENT COMPENSATION CONSULTANT (Frederic W. Cook & Co., Inc.) ............................ 73

ACRONYMS USED

CAM

Career Average Minimum

CD&A

Compensation Discussion &

Analysis

CDP

Cash Deferral Plan

CEO

Chief Executive Officer

CFO

Chief Financial Officer

DTC

Direct To Consumer

EOY

End Of Year

EPS

Earnings Per Share

FCF

Free Cash Flow

HRC

Human Resources Committee

MCB

Management Cash Balance

NEO

Named Executive Officer

PSA

Performance Share Award

ROIC

Return On Invested Capital

RSU

Restricted Stock Unit

SCT

Summary Compensation Table

SEC

Securities and Exchange

Commission

SERP

Supplemental Employee

Retirement Plan

SRIP

Supplemental Retirement Income

Plan

STIP

Short Term Incentive Plan

SPDP

Stock Purchase and Deferral Plan

TSR

Total Stockholder Return

WM SSP

WarnerMedia Supplemental

Savings Plan

2022 PROXY 41 AT&T INC.

Executive Summary

Our Human Resources Committee (Committee) takes great care to develop and refine an executive

compensation program that recognizes its stewardship responsibility to our stockholders while ensuring the

ability to attract and retain talent to support a culture of growth, innovation, and performance in an

extraordinarily large and complex organization.

In this section, we summarize the elements of our compensation program and how our program supports pay for

performance.

Topic Overview Details

THE FOUNDATION OF OUR

PROGRAM

Our Committee believes that our programs should:

• be aligned with stockholder interests,

• be competitive and market-based,

• pay for performance,

• balance both short- and long-term focus, and

• be aligned with generally accepted practices.

To that end, we incorporate many best practices in our

compensation program and avoid ones that are not aligned with

our guiding pay principles.

STOCKHOLDER ENGAGEMENT

Each year, we engage with stockholders in the spring and fall to

understand their views on executive compensation and other

topics. During the spring of 2021, investor meetings preceded the

annual stockholders meeting, and AT&T presented a publicly filed

summary to its stockholders to share highlights of the 2020

executive compensation decisions and rationale. Independent

Directors led some of these investor meetings to share their

perspective on their executive pay decisions.

Following last year’s annual meeting and say-on-pay advisory vote

results, our senior management conducted extensive stockholder

engagement in the fall of 2021, with Director participation, to hear

and understand investors’ feedback on our compensation

program, including direction for 2022. We provide details of these

discussions in the PROXY STATEMENT SUMMARY and in the

Stockholder Engagement section below in the CD&A.

49-50

OUR COMPENSATION

PROGRAM ELEMENTS &

PERCENT OF PAY TIED TO

PERFORMANCE AND

COMMON STOCK PRICE

Our program includes a variety of pay elements, from fixed

compensation (base salaries) to performance-based variable

compensation (short- and long-term incentives), to key benefits,

which minimize distractions and allow our executives to focus on

our success.

Each element is designed for a specific purpose, with an

overarching goal of encouraging a high level of sustainable

individual and Company performance well into the future.

For active NEOs, the average combination of short- and long-term

incentives is 88.5% of target pay. Payouts are formula-driven for:

• Short-term incentives; and

• Performance Shares (which represent 75% of the long-term

incentive for all NEOs).

All long-term grants are tied to our common stock price

performance.

Our Committee retains the authority to increase or decrease final

award payouts, after adjustment for financial performance, to

ensure pay is aligned with performance.

51, 53

AT&T INC. 42 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Topic Overview Details

HOW WE MAKE

COMPENSATION DECISIONS

The starting point for determining Executive Officer

compensation is determining target pay, with an evaluation of

market data. The independent consultant compiles compensation

information for our Peer Group companies and then presents this

information to our Committee for it to consider when making

compensation decisions. Our Peer Group companies were chosen

based on their similarity to AT&T on a number of factors, including

alignment with our business, scale, and/or complexity. Lastly, the

Committee sets target compensation with three elements of pay

(described above) and an allocation of those pay elements to total

target compensation.

The Committee also annually reviews performance metrics used in

short-term and long-term incentives, given our NEOs’

compensation is heavily weighted to this at-risk pay. The

Committee aligns metrics and payouts to the overall business plan

to appropriately incentivize senior management’s performance. At

the end of the year, the Committee evaluates the Company’s

financial results along with any other pertinent circumstances to

approve incentive payouts.

52-53

TALENT MANAGEMENT

CFO

In November 2020, AT&T’s Chief Financial Officer John Stephens’

March 31, 2021 retirement was announced and the Board

appointed Pascal Desroches to serve in that role effective April 1,

2021.

Mr. Desroches previously served as WarnerMedia’s CFO and brings

broad experience including corporate finance, public accounting

and regulatory compliance to this role as he helps lead the

Company through a transformational period.

Mr. Desroches’ CFO compensation package encompasses the pay

elements as described above and in the Elements of 2021

Compensation section below, which is in line with traditional AT&T

executive officer compensation components and targets. His

promotional compensation package is described on his realized

pay summary and the 2021 Target Long Term Values table (see

pages 64 and 68). His CFO compensation does not include any

special one-time awards.

2022 PROXY 43 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

ACCOMPLISHMENTS AND PRIORITIES

OUR PURPOSE

WE CREATE CONNECTION – WITH EACH OTHER,

WITH WHAT PEOPLE AND BUSINESSES NEED TO

THRIVE IN THEIR EVERYDAY LIVES, AND WITH

THE STORIES AND EXPERIENCES THAT MATTER.

OUR VALUES

LIVE TRUE. THINK BIG. PURSUE EXCELLENCE.

INSPIRE IMAGINATION.

BE THERE. STAND FOR EQUALITY. EMBRACE

FREEDOM. MAKE A DIFFERENCE.

2021 was a year of change for AT&T. We exited the year growing customer relationships in wireless, fiber and HBO Max.

We started from a position of strength as one of America’s leading broadband providers, delivering connectivity to

consumers, businesses and governments via our wireless and fixed networks. We provide more than 100 million U.S.

consumers with communications and entertainment experiences across mobile and broadband and operate a world-

class network built for transporting enormous amounts of data. In 2021, we executed well, but we have more to do.

We’ve stepped up investment – including about $25 billion in spectrum acquisitions – to grow customer connections

and differentiate AT&T by expanding our integrated network. We expect to reach 30 million fiber locations by the end

of 2025 and to expand 5G C-band coverage to 200 million Americans by the end of 2023. We’re developing innovative

new services that will integrate seamlessly into our connectivity solutions, and we’re expanding our distribution

channels to serve more customers in new ways. Through these efforts, we’re establishing AT&T as the network of

choice for consumers, businesses, governments and partners.

2021 CORPORATE / CONSOLIDATED ACCOMPLISHMENTS

• Cash from operations of $42.0 billion with free cash

flow

of $26.8 billion

• Capital expenditures of $16.5 billion and gross

capital investment

of $21.6 billion

• Total dividend payout ratio

of 56% • Announced or closed more than $50 billion in

asset monetization

PROGRESS WITH PRIORITIES

AT&T delivered strong results in 2021 through execution against its three business priorities:

• Grow Subscriber Relationships – Added 3.2 million postpaid phone subscribers, more than in the past

decade combined; grew fiber subscribers by 1.0 million, the fourth consecutive year in which the Company

has added 1 million or more fiber subscribers; added 13.1 million HBO Max and HBO subscribers to reach a

total of 73.8 million global subscribers.

See Annex A for reconciliation of non-GAAP financial

results and Cautionary Language Concerning Forward-

Looking Statements.

Free cash flow is a non-GAAP financial measure that is

frequently used by investors and credit rating agencies to

provide relevant and useful information. In 2021, free cash

flow is cash from operating activities of $42.0 billion, plus

cash distributions from DIRECTV classified as investing

activities of $1.3 billion, minus capital expenditures of

$16.5 billion.

Free cash flow total dividend payout ratio is total

dividends paid divided by free cash flow. For 2021,

dividends paid totaled $15.1 billion.

Gross capital investment includes capital expenditures

and cash payments for vendor financing and excludes

FirstNet reimbursements. In 2021, gross capital

investment included $4.6 billion in vendor financing

payments and excluded $0.5 billion in FirstNet

reimbursements.

Global HBO Max and HBO subscribers consist of domestic

and international HBO Max and HBO subscribers, and

exclude free trials, basic and Cinemax subscribers.

Domestic HBO Max and HBO subscribers consist of U.S.

accounts with access to HBO Max (including wholesale

subscribers that may not have signed in) and HBO

accounts, and exclude free trials and Cinemax

subscribers. International HBO Max and HBO subscribers

consist of non-domestic accounts with access to HBO

Max (including wholesale subscribers that may not have

signed in) and HBO accounts, and exclude free trial, basic

and Cinemax subscribers.

AT&T INC. 44 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

• Be Effective and Efficient in Everything We Do – Saw significant increases in customer satisfaction and lower

churn with full-year postpaid phone churn of 0.76%, the lowest since we began reporting that metric in 2014;

reached more than $3 billion of $6 billion run-rate cost savings target that was primarily reinvested to support

customer growth; executed significant transactions to position the Company for improved returns going forward.

• Make Deliberate Capital Allocations – In 2021, we invested more than $65 billion in 5G/wireless, fiber and

premium content and closed or announced asset monetization initiatives totaling more than $50 billion to

transform our business, restructure our operations and provide us additional balance sheet flexibility. And,

we positioned our 3 major businesses – AT&T Communications, WarnerMedia and DIRECTV – with the right

capital structure, assets and management teams to drive value creation going forward. In the case of

WarnerMedia and DIRECTV, we also positioned those businesses with the right partners to optimize returns.

Once we close the pending WarnerMedia/Discovery transaction, we expect AT&T to have a capital structure

and balance sheet that puts us in an attractive position relative to our peers.

SUMMARY OF INCENTIVE COMPENSATION

Changes to 2021 Short-term Award Design

The Committee added a strategic component for 2021, and rebalanced the metric weightings, to focus on key

strategic and transformation initiatives and team effectiveness. Changes were informed by engagement with

institutional investors during spring and fall stockholder discussions. Considerations for Executive Officers for this

new metric include:

• Consistently putting stockholder value above specific operating entity performance

• Demonstrating leadership in achieving results that are in line with the Company’s culture and values

• Working collaboratively across the organization to build a highly engaged, diverse and inclusive workforce

• Driving transformation across the organization consistent with the Company’s multi-year transformation

initiative

2021 Corporate Short-term Award Results

Metric

Weight Attainment Payout %

Earnings Per Share 60% 106% 130%

Free Cash Flow 20% 105% 125%

Strategic Component 20% N/A 100%

Weighted Average Payout 123%

These metrics apply to corporate NEOs. See additional details, including metrics for business unit leaders, in the section How

NEOs Were Paid for Performance in 2021.

2022 PROXY 45 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Long-term Award – Performance Share Component

Results for 2019-2021 Performance Period

Metric Metric Weight Achievement Payout %

3-Year ROIC 100% 8.0% 100%

3-Year Relative TSR Payout Modifier +10%, 0%, or -10% Quartile 4 -10%

Final Long-Term Payout 90%

% of Grant Value Realized 72%

For more information, see the sections Long-Term Incentive Awards and ROIC Payout Table and Actual Performance

Attainment – 2019 – 2021 Performance Period.

2022 Incentive Compensation

During 2021, the Committee, the Committee’s independent consultant, and management reviewed the design of

the short-term and long-term incentive compensation programs. The purpose of the review was to evaluate

program design in an evolving business and determine if the current components required adjustment to

motivate long-term sustainable performance, better align executive and stockholder interests, and reward for

performance that is consistent with external guidance. These changes were informed by engagement with

institutional investors during spring and fall stockholder discussions (see pages 49-50).

For 2022, Performance Share awards, which represent 75% of the long-term mix, will be tied to 50% Earnings Per

Share growth and 50% ROIC. The relative TSR modifier continues to be a metric and its impact will double to

+/-20%; however, if TSR is negative and also in the top quartile of peers, the 20% modifier will not be added. The

payout table will be adjusted with a steeper slope to penalize for under-performance and reward for over-

performance. The maximum payout for Performance Share awards is 200%, which includes the impact of the TSR

modifier. The Committee believes that the changes to the PSA metrics and payout table (i) align the executive’s

experience with stockholders, (ii) will motivate a high level of performance, (iii) are consistent with external

guidance, and (iv) have goals with adequate sensitivity to potential business outcomes. During the off-season

proxy outreach, senior management and the Independent HRC Chair, Beth Mooney, discussed incentive

compensation design with institutional investors (not including retail, insider and state-owned stockholders), and

these changes are aligned with the feedback from those discussions.

In conjunction with the long-term changes, the short-term performance metrics were updated to replace EPS

with Operating Income. FCF remains as a metric for the short-term incentive.

AT&T INC. 46 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

DECISION MAKING FRAMEWORK

ROLE OF THE HUMAN RESOURCES COMMITTEE

The Committee oversees the compensation and benefits program for our senior executives on behalf of the

Board of Directors. The Committee is composed entirely of independent Directors. Its current members are

Ms. Mooney (Chair), Mr. Ford, Mr. McCallister, Mr. Rose, and Mr. Yang. The Committee’s charter is available on our

website at https://investors.att.com. The Committee is responsible for:

Compensation-Related Tasks Organizational Tasks

•

Determining the compensation for our Executive

Officers, including salary and short- and long-term

incentive opportunities;

•

Reviewing, approving, and administering our executive

compensation plans, including our stock plans;

•

Establishing performance objectives under our short-

and long-term incentive compensation plans;

•

Determining the attainment of performance

objectives and the resulting awards to be made to

our Executive Officers;

•

Evaluating Executive Officer compensation practices

to ensure that they remain equitable and

competitive; and

•

Approving employee benefit plans.

•

Evaluating the performance of the CEO;

•

Reviewing the performance and capabilities of

other Executive Officers, based on input from the

CEO; and

•

Succession planning for Executive Officer positions

including the CEO position.

2021 GUIDING PAY PRINCIPLES

The Committee has established the following guiding pay principles as the pillars of our compensation and benefits

program. It evaluates changes to our program with respect to these goals and the Company’s strategic objectives.

Utilize compensation elements and set performance targets that closely align executives’ interests

with those of stockholders. For example, approximately 64% of annual target pay for active NEOs is

tied to stock price performance. In addition, we have executive stock ownership guidelines and stock

holding requirements.

Evaluate all components of our compensation and benefits program compared to

appropriate peer company practices to ensure we are able to attract and retain world-class

talent with the leadership abilities and experience necessary to develop and execute business

strategies, obtain superior results, and build long-term stockholder value in an organization

as large and complex as AT&T.

Tie a significant portion of compensation to stock price and/or the achievement of

predetermined goals and recognize individual accomplishments that contribute to our

success. For example, in 2021, 89% of the CEO's target compensation, and on average,

88% for other active NEOs, was at risk and tied to short- and long-term performance

incentives, including stock price performance.

Ensure that the compensation program provides an appropriate balance between the

achievement of short- and long-term performance objectives, with a clear emphasis on

managing the sustainability of the business and mitigating risk.

Structure our program so that it aligns with both corporate governance best practices and our

strategic objectives, while remaining easy to explain and communicate.

Alignment

with

Stockholders

Competitive

and Market

Based

Balanced

Short- and

Long-Term

Focus

Principled

Program

Pay for

Performance

2022 PROXY 47 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

PAY GOVERNANCE

Our Committee designs our compensation and benefits program around the following market-leading practices:

OUR PRACTICES WHAT WE DON’T DO

✓ Pay for Performance: Tie compensation to

performance by setting clear and challenging

performance metrics/goals, including stock price

performance for long-term compensation.

✓ Multiple Performance Metrics and Multi-Year Time

Horizons: Use multiple performance metrics and

multi-year vesting timeframes to balance short- and

long-term focus.

✓ Stock Ownership and Holding Period

Requirements: NEOs must comply with common

stock ownership guidelines and hold the equivalent of

25% of post-2015 stock award distributions until

termination of employment.

✓ Regular Engagement with Stockholders: We

regularly engage with stockholders to seek input

regarding executive compensation. Stockholder input

factored into compensation program changes.

✓ Dividend Equivalents: Paid at the end of the

performance period on earned Performance Shares.

✓ Compensation-Related Risk Review: Performed

annually to confirm that our programs do not

encourage excessive risk taking and are not

reasonably likely to have a material adverse effect on

the Company.

✓ Clawback Policy: Provides for the recovery of

previously paid executive compensation for any

fraudulent or illegal conduct.

✓ Severance Policy: Limits payments to 2.99 times

salary and target bonus.

✘ No “Single Trigger” Change in Control

Provisions: No accelerated vesting of equity

awards upon a change in control.

✘ No Tax Gross-Ups, except in extenuating

circumstances.

✘ No Repricing or Buy-Out of underwater stock

options.

✘ No Hedging or Short Sales of AT&T stock or

stock-based awards.

✘ No Supplemental Executive Retirement Benefits

for officers promoted/hired after 2008.

✘ No Guaranteed Bonuses.

✘ No Excessive Dilution: As of April 30, 2021, our

total dilution was 1.2% of outstanding stock.

AT&T INC. 48 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

STOCKHOLDER ENGAGEMENT

AT&T has a long history of engaging with our stockholders, reaching out to our investors each spring and fall to

hear their feedback. In 2021, we conducted extensive engagement with stockholders, paying particular attention

to investors’ concerns regarding our executive compensation programs and last year’s say on pay vote.

In the spring of 2021, we reached out to 45 of our stockholders representing 35% of shares outstanding or 66% of

shares held by institutional investors

, and held meetings with stockholders representing 45% of institutional

investors. In addition to members of our senior management team participating in all meetings, HRC Chair, Beth

Mooney, and Board Chairman, William Kennard, led dialogues with stockholders representing 42% of institutional

investors. The investor meetings covered an informational deck that AT&T publicly filed in early April 2021, to

afford stockholders the opportunity to discuss directly the Committee’s 2020 pay decisions with Directors.

As a result of pay decisions to (i) attract and retain key talent and (ii) transition the CEO role, investors expressed

concerns regarding certain compensation elements for a few of our NEOs. With respect to the 2020 short-term

incentive awards, the HRC recognized the original goals were no longer relevant given the impact of the global

pandemic. The HRC exercised its authority to award a portion of the short-term incentive awards to Executive

Officers based on their operational and financial performance, and strong leadership during a challenging year.

While we did disclose the original metrics and weightings, payout table and final attainment percentages,

investors expressed concern regarding the style of the proxy statement disclosure of the 2020 short-term

incentive award payouts. The Committee and full Board took this feedback, as well as the result of the say on pay

vote, seriously – assessing key themes within stockholders’ input and reviewing potential enhancements to our

executive compensation programs.

In the fall of 2021, we reached out to 32 of our stockholders representing 37% of shares outstanding or 68% of

shares held by institutional investors

, and held meetings with stockholders representing 46% of institutional

investors. Independent HRC Chair, Beth Mooney, led the discussion with investors representing 40% of

institutional investors. During the dialogues, we listened to stockholders’ feedback and discussed changes under

consideration to our short-term and long-term incentive programs. Importantly, we conducted engagement

discussions with investors who had voted for our 2021 say on pay proposal, as well as investors who had voted

against the proposal.

As shown in the following graphic, during both the spring and fall of 2021, we met with stockholders representing

a large portion of AT&T’s institutional investor base.

(1)

Spring 2021 Outreach

(% of Shares Held by Institutional Investors)

Fall 2021 Outreach

(% of Shares Held by Institutional Investors)

Outreach

66%

45%

42%

Engaged

Director Led

Outreach

68%

46%

40%

Engaged

Director Led

“Institutional Investors” does not include retail, insider, and state-owned shares.

2022 PROXY 49 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

The table below summarizes key feedback themes from our stockholders and AT&T’s responsive actions.

Stockholder Feedback AT&T’s Responsive Actions and/or Goals for Future Years

Pay for performance

misalignment between executive

pay and TSR performance.

The Committee is replacing 100% ROIC with 50% EPS growth and 50%

ROIC for the 2022 long-term incentive plan metrics of PSAs to further align

executives’ interests with stockholders’ interests as it relates to the

Company’s business transformation while maintaining a focus on capital

allocation.

The relative TSR modifier will remain as an additional metric and the

Committee is doubling its potential impact, both upside and downside, to

further tie executive compensation to long-term stockholder value

creation; however, if TSR is negative and also in the top quartile of peers,

the 20% modifier will not be added. The payout table has been redesigned

to motivate a high level of performance with a potential for PSAs to pay at

200%, including the TSR modifier. On the other side, the redesigned

payout table penalizes more harshly for under-performance.

The Committee is committed to an incentive program that is designed to

drive long-term sustained performance aligned with stockholder interests.

Preference for prior level of detail

on the short-term program.

Due to the unprecedented COVID impact on business operations, the

Committee waited until the end of the year to evaluate 2020

accomplishments, and recognized the goals set early in the year were no

longer relevant in light of the pandemic. At that point, the Committee

exercised its authority to award a portion of the short-term incentive

awards to Executive Officers based on their operational and financial

performance, and strong leadership during a challenging year. Therefore,

the STIP disclosures in the 2021 proxy statement were in a different

format in comparison to prior years.

The disclosure of short-term incentive awards within this 2022 proxy

statement reflects a return to AT&T’s customary practices and disclosure

before the pandemic, which stockholders have consistently found robust

and transparent.

Prefer grants of significant value

to include a performance

component.

The Committee agrees that one-time grants should not be common

practice and should only be used in rare circumstances, to ensure

attraction, or retention of key talent to drive business results and long-

term shareholder value. One-time grants were made in 2020 in connection

with business and leadership transitions in order to recruit and retain

talent, but only after the Committee determined that such grants were

necessary given the competitive market for the qualified executive talent

needed and essential to transforming the company. The Committee did

not approve any new one-time grants in 2021 and does not anticipate any

in the foreseeable future. In the extraordinary circumstance where a one-

time grant may be necessary to support the Company’s critical strategic

priorities, the Committee commits that the grant will include a

performance component based on market conditions for the recruitment

or retention of high-quality talent in that position.

These actions build on compensation best practices and are responsive to stockholder feedback.

For example, upon Mr. Stankey’s promotion to CEO in 2020, his total target CEO compensation was set lower than

the prior CEO’s total target compensation. In addition, Mr. Stankey’s CEO compensation was reallocated to

increase the weighting of at-risk compensation by (i) reducing his base salary and short-term target award and

(ii) increasing his long-term incentives. See the 2021 Target Pay Mix section. Mr. Stankey’s 2021 total target

compensation was not increased from his 2020 CEO target compensation.

AT&T INC. 50 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION ELEMENTS AND PAY DETERMINATION

ELEMENTS OF 2021 COMPENSATION

Stockholders’ interests are best represented by a compensation program that is properly structured to attract,

retain, and motivate our executives to lead the Company effectively, thus creating stockholder value. Our

program contains various elements, each designed for a different purpose, with the overarching goal of

encouraging a high level of sustainable individual and Company performance well into the future:

FOCUS ON CURRENT YEAR

PERFORMANCE

SALARY AND SHORT-

TERM INCENTIVES

FOCUS ON MULTI-YEAR

PERFORMANCE

LONG-TERM INCENTIVES:

75% PERFORMANCE

25% RESTRICTED STOCK

UNITS

FOCUS ON ATTRACTION

& RETENTION

RETIREMENT, DEFERRAL/

SAVINGS PLANS, BENEFITS,

AND PERSONAL

BENEFITS

The chart below more fully describes the elements of total direct compensation and their link to our business and

talent strategies.

Reward Element Form Link to Business and Talent Strategies

Cash

• Provides current compensation for the

day-to-day responsibilities of the

position.

FIXED PAY

Base Salary

A portion may be contributed

to the Company’s deferral

plans.

• Current pay level recognizes

experience, skill, and performance, with

the goal of being market competitive.

• Future adjustments may be based on

individual performance, pay relative to

other executives, and/or pay relative

to market.

Short-Term

Incentives

Cash

• Aligns pay with the achievement of

short-term Company or business unit

objectives.

AT RISK PAY

A portion may be contributed

to the Company’s deferral

plans.

• Payouts are based on achievement of

predetermined goals, with potential for

adjustment (up or down) by the

Committee to align pay with

performance.

Long-Term

Incentives

Common Stock

• Motivates and rewards the

achievement of long-term Company

objectives.

• Aligns executive and stockholder

interests.

Performance Shares

Restricted Stock Units

2022 PROXY 51 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

DETERMINING 2021 TARGET COMPENSATION

The Committee uses market data as the starting point for determining Executive Officer compensation. The

independent consultant compiles data from peer companies using both proxy data and third-party

compensation surveys, then presents its findings to the Committee for their review and decision-making process.

How the peer group was chosen

The Company’s independent consultant recommended the peer group that was consistent with the Company’s

businesses in 2021, and included companies that operate in the telecom, technology and media industries, as well

as large cap companies that are similar to AT&T in scale and business complexity. The Committee reviewed,

discussed, and challenged the consultant’s recommendation, then determined the peer group shown below.

The Committee and independent consultant confirmed AT&T’s peer group composition achieves the following:

• Acknowledges AT&T’s business mix by including the thirteen largest telecom, media and technology companies

• Represents scale and business complexity by including five of the largest general industry companies with

complex organizational structures

• Includes three entertainment companies reported as direct competitors to the WarnerMedia business

At the time of the review, AT&T ranked at the 81

percentile for annual revenue and 80

percentile for enterprise

value among its peers.

Based on the responsibilities of each executive’s role, the Committee evaluated compensation against the same

or similar positions in the peer group companies. If a peer company did not have a role corresponding to a

particular AT&T executive, it was omitted from the peer group for the executive.

2021 AT&T PEER COMPANIES

Alphabet

Amazon

Apple

Boeing

Charter

Chevron

Cisco

Comcast

Exxon Mobil

Fox Corp

General Electric

IBM

Intel

Microsoft

Netflix

Oracle

T-Mobile

Verizon

Wal-Mart

Walt Disney

ViacomCBS

The Committee’s Process for Establishing 2021 Target Compensation

The Committee’s consultant reviewed market data from the peer groups with members of management and the

CEO (for Executive Officers other than himself) to confirm job matches and scoping of market data based on the

relative value of each position and differences in responsibilities between jobs at AT&T and those in the peer

group. After completing this review, the consultant presented the market data to the Committee.

The Committee used the market data with the CEO’s evaluation of performance and compensation

recommendations for the other Executive Officers and then applied its judgment and experience to set Executive

Officer target compensation. While the Committee does consider peer group compensation information when

setting executive compensation, it does not believe it appropriate to establish compensation amounts based

solely on this data. The Committee believes that compensation decisions are multi-dimensional and require

consideration of additional factors, including market competition for the position and the executive’s:

- experience, performance, and contributions;

- long-term potential; and

- leadership.

AT&T INC. 52 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

In addition, to determine CEO pay, the Board formalized its annual performance evaluation process. Such

performance evaluation consists of the Board reviewing key strategic and leadership behaviors and providing

feedback directly to Mr. Stankey regarding his performance and the performance of the Company.

2021 Target Pay Mix

The Committee designs the executive compensation program to include at-risk pay. It uses a mix of incentive

awards and stock-based compensation to tie the interests of our executives to those of our stockholders. The

following charts depict the mix of target compensation for Mr. Stankey and the average for the other active

NEOs.

2021 TARGET PAY MIX

Short TermBase Salary Long Term At-Risk Pay

26%

$5,600

63%

$13,500

11%

$2,400

23%

$2,113

65%

$5,969

12%

$1,075

OTHER NEOs

88%

AT-RISK

PAY

CEO

89%

AT-RISK

PAY

*Including Stock Price Performance

HOW NEOs WERE PAID FOR PERFORMANCE IN 2021

2021 Short-Term Incentive Awards – Performance Targets

At the beginning of 2021, after reviewing our business plan and determining the business metrics on which our

Executive Officers should focus, the Committee established the following performance metrics applicable to

payment of 2021 short-term incentive awards. These metrics were chosen for their link to our business strategy.

The Committee maintained the corporate officers’ primary focus on EPS, and focused Business Unit leaders on

their respective operations’ earnings. The Committee also maintained the 20% weighting on Free Cash Flow for

all NEOs. The Committee introduced a new strategic metric with a 20% weighting to further drive performance

during AT&T’s business strategy transformation within the framework of its cultural pillars. This strategic metric

is based on the following considerations:

• Consistently putting stockholder value above specific operating entity performance

• Demonstrating leadership behaviors in the achievement of results that are consistent with the Company’s

stated culture and values

• Working collaboratively across the organization to build a highly engaged, diverse, and inclusive workforce

• Demonstrating leadership in driving transformation across the organization consistent with the Company’s

multi-year transformation initiative

2022 PROXY 53 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

2021 SHORT-TERM INCENTIVE PLAN METRICS AND WEIGHTINGS

Metrics

Stankey,

Desroches,

McAtee and

Stephens McElfresh Lee Relevance

Corporate

AT&T Earnings Per Share 60%

Indicator of profitability and a window into

our long-term sustainability

AT&T Free Cash Flow 20% 20% 20%

Important to continue to invest, pay down

debt, and provide strong returns to our

stockholders

Strategic 20% 20% 20%

Key strategic and transformation initiatives

and team effectiveness

AT&T Communications

EBITDA

60%

Clear measurement of operating profitability

AT&T Latin America

AT&T Latin America Simple

Free Cash Flow

20%

Important to focus on getting to self-

sustaining cash flow in Latin America

AT&T Latin America EBITDA 40%

Clear measurement of operating profitability

Each financial performance metric has an associated payout table, and all payout tables use the same structure.

SHORT-TERM INCENTIVE PAYOUT TABLE STRUCTURE

Financial Metrics

Payout Level Attainment Payout

MAXIMUM 110% 150%

TARGET 100% 100%

94% 50%

THRESHOLD 82% 30%

Interpolation is used to determine payout percentages for results that fall between attainment levels shown.

AT&T INC. 54 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

2021 Short-Term Incentive Awards – Performance Attainment and Associated Payout Percentages

Financial Metric Results—80% Weighting

The following charts show the financial metric performance goals, actual performance attainment and payout

percentage for each NEO’s 2021 short-term incentive award performance metrics. The strategic metric results

are discussed after the financial results.

Corporate

2021 Short Term Incentive Performance Goals and Attainment

150%

130%

Payout

125%

Payout

106%

of Goal

$3.09

$3.28

105%

of Goal

$25.5B

$26.8B

20% Weighting

Free Cash Flow

60% Weighting

Earnings Per Share

125%

100%

75%

50%

25%

Performance

Goal

Attainment

(after adjustments)

Performance

Goal

(after adjustments)

Attainment

1. Earnings Per Share results were adjusted as

follows:

2. Free Cash Flow results were adjusted as

follows:

Reported EPS $2.76 Reported FCF $26,754

Adjustments per Grant Terms: Adjustments per Grant Terms:

Merger & Acquisition Activity $0.59 Merger & Acquisition Activity ($667)

Benefit Plans-Pension Remeasurement ($0.43) Excess Benefit Plan Contribution $685

Non-cash Accounting Writedowns $0.56

(Gains)/Losses: Asset Dispositions &

Mark-to-Market ($0.20)

Earnings Per Share For Compensation $3.28 Free cash Flow for Compensation $26,772

2022 PROXY 55 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

AT&T Communications

2021 Short Term Incentive

Performance Goals and Attainment

AT&T Communications EBITDA

60% Weighting

Performance

Goal

Attainment

150%

125%

100%

75%

50%

25%

105%

of Goal

$46.2B

$48.6B

126%

Payout

AT&T Communications EBITDA for compensation purposes includes video business results and adjustments, per

grant terms, for Merger & Acquisition activity.

AT&T Latin America

2021 Short Term Incentive Performance Goals And Attainment

150%

142%

of Goal

($624M)

($359M)

119%

of Goal

$352M

$418M

Latin America Simple FCF

20% Weighting

Latin America EBITDA

40% Weighting

125%

100%

75%

50%

25%

Performance

Goal

Attainment

Performance

Goal

Attainment

150%

Payout

150%

Payout

Latin America EBITDA and simple FCF for compensation purposes are adjusted for currency rate exchanges and

Vrio financial results through day of divestiture from AT&T.

AT&T INC. 56 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

Strategic Metric Results—20% Weighting

As described above (page 53), the Committee established the strategic measures criteria early in 2021, also shown

in the table below.

Strategic Measure—Goals

The team/individual’s demonstration of consistently putting stockholder value above their specific

operating entity performance

Demonstrating leadership behaviors in achievement of results that are consistent with the Company’s

stated culture and values

Working collaboratively across the organization to build a highly engaged, diverse, and inclusive

workforce

Demonstrating leadership in driving transformation across the organization consistent with the

Company’s multi-year transformation initiative

The Committee approved 100% payout of the strategic metric (20% weighting) for all the NEOs, based on the

accomplishments listed below.

Strategic Measure – Rationale for 100% Payout

Our team made difficult decisions to restructure the business and rearrange functions, often at personal

diminution of structure and responsibility, with a long-term stockholder value lens.

• Positioned our three major businesses—AT&T Communications, WarnerMedia and DIRECTV—with the

right capital structure, assets and management teams to drive value creation

Invested more than $65 billion in 5G/wireless, fiber and premium content

• Repositioned two of our three major businesses—Warner Media and DIRECTV—with the right partners

to optimize returns

Took initiative to work with each other and across business units to address key organizational

development and effectiveness issues.

• Completed a thorough review of our compensation and benefit programs against market, then

adjusted the programs to be more relevant with employees, and to enhance attraction and retention

In April 2021, 80% of employee respondents said they would recommend AT&T as a good place to

work, compared to 75% in 2019 (will remeasure in April 2022)

Improved employee engagement results and workforce diversity at the management ranks of the

Company.

• AT&T’s multigenerational workforce spans Baby Boomers to Gen Z, and includes nearly 7,000

employees who have self-identified as disabled, over 12,000 veterans and nearly 3,000 employees who

self-identify as LGBTQ+ individuals

• Nearly 43% of AT&T U.S. managers are people of color

• AT&T was elevated to DiversityInc Hall of Fame based on its workforce diversity, leadership

accountability, talent development programs, workplace practices, supplier results and philanthropy

Made critical structure and capital allocation decisions to prioritize initiatives that restored market

momentum, enabled next generation services, energized product development, and drove progress toward

global emissions reductions.

• Closed or announced asset monetization initiatives totaling more than $50 billion to transform our

business, restructure our operations and provide us additional balance sheet flexibility

• Reached more than $3 billion of $6 billion run-rate cost savings target that was primarily reinvested to

support customer growth

2022 PROXY 57 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

• Retired 1,000+ apps and migrated 1,000+ apps to the public cloud, reducing inefficiencies and costs and

improving data capabilities to support customers

• Proactively rationalized our portfolio of low-margin products

• Developed new services that will integrate into our connectivity solutions

• Consistent with our over-arching ESG objectives, reduced emissions through energy reduction and

increased usage of renewable energy

Final Award Determination

The NEOs whose awards are based on corporate performance metrics each received a performance-adjusted

award payout of 123%. Ms. Lee’s performance-adjusted award payout was 135%, and Mr. McElfresh’s

performance-adjusted award payout was 121%.

The Committee maintains the discretion to make adjustments to the formula-driven payout as it deems

appropriate in order to align Executive Officer pay with performance, but did not make any adjustments to the

formulaic component of short-term awards for 2021.

AT&T INC. 58 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

Long-Term Incentive Awards with Performance or Restriction Periods Ending in 2021 or early 2022

Following is a description of the long-term awards our NEOs (other than Mr. Desroches) received:

Form of Award

Performance/Restriction Period

and Metrics Description

Performance Shares

Granted in 2019

75% of 2019 Long-Term

Award

3-year performance period

(2019-2021)

Performance metrics:

– 100% ROIC

– Relative TSR payout modifier

Payout value based on

combination of performance

attainment and common stock

price performance.

– Each Performance Share is equal in value to a

share of common stock, which causes the

value of the award to fluctuate directly with

changes in our stock price over the

performance period.

– Performance Shares are paid 66% in cash and

34% in common stock. The amount of cash to

be paid is based on our stock price on the date

the award payout is approved.

– Awards are based on a 3-year performance

period and maximize both short- and long-

term performance. The impact of a single

year’s performance is felt in each of the three

Performance Share grants outstanding at any

given time, so that strong performance must

be sustained every year in order to provide

favorable payouts.

– Dividend equivalents are paid at the end of the

performance period, based on the number of

Performance Shares earned.

RSUs Granted in 2018

25% of 2018 Long-Term

Award

4-year restriction period

Payout value based on

common stock price

performance.

RSUs pay in common stock at the end of the

restriction period, regardless of whether they

vest earlier. RSUs vest 100% after four years or

upon retirement eligibility, whichever occurs

earlier. Dividend equivalents are paid quarterly in

cash on the number of shares outstanding.

2022 PROXY 59 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

ROIC Payout Table and Actual Performance Attainment – 2019-2021 Performance Period

Determination of Performance Goal Performance Below Target Range

We established a ROIC performance target range of

7.00% to 8.00% at the beginning of the 3-year

performance period. This target range does not

reward or penalize Executive Officers for

performance achievement within close proximity to

the midpoint of the range. The lower end of the

performance target range was set so that it exceeded

our internally calculated weighted average cost of

capital (determined, in part, based on input from

banks) by 75 basis points, ensuring a reasonable

return is delivered to stockholders before Executive

Officers are eligible for full payout of their target

award. We calculate ROIC by taking our annual

reported net income minus minority interest and

adding after-tax interest expense and dividing that

result by the total of the average debt and average

stockholder equity for the relevant year, subject to

adjustments. The ROIC for each year is then averaged

over the 3-year performance period to determine the

final performance.

Achievement below the target range results in

decreasing levels of award payout. No payout is

earned if less than 68% of the performance target

range is achieved.

Performance Within Target Range

100% payout if performance falls within the target

range.

Performance Above Target Range

Maximum payout of 150% is earned if 138% or more

of the performance target range is achieved.

Achievement above the target range provides for

higher levels of award payout, up to the maximum

payout.

Actual Performance

After conclusion of the performance period, the Committee determined (using the 2019 ROIC payout table

summarized on the next page) that we achieved ROIC of 8.00%, which was within the target range, and 175 basis

points above the weighted average cost of capital we established based on input from banks. As a result, the

Committee directed that 100% of the related Performance Shares be distributed in accordance with the payout

table as follows (before applying the TSR modifier, as discussed on the next page).

AT&T INC. 60 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

ROIC Performance Metric

(2019 - 2021 Performance Period)

Cumulative adjustments for the 3-year

performance period:

Reported Net Income Minus Minority Interest

Adjustments per Pre-established Award Terms:

Target

Range

For 100%

Payout

6.25%

7.00%

11.00%

8.00%

and ACTUAL

PERFORMANCE

Weighted Average

Cost of Capital

Maximum

Payout

($B)

$32.6

Merger & Acquisition Activity

17.8

Asset Abandonments and Impairments

20.9

Benefit/Pension Remeasurement (Gain)/Loss

4.2

Adjusted Net Income Plus Interest Expense

$92.1

Sale of Assets (Gain)/Loss (2.1)

After-Tax Interest Expense 18.7

3-Year Average ROIC Achievement

8.00%

51.3

Relative TSR Payout Modifier - Payout Table and Actual Performance

The following chart shows the payout table and actual performance for the relative TSR modifier applicable to

the 2019 Performance Share grant:

Relative TSR Payout Modifier

(2019 - 2021 Performance Period)

AT&T Return vs. Peer Group Payout Modifier

Top Quartile Add 10 percentage points to

final ROIC payout percentage

Our 3-year TSR

of 5.3% ranks

us at the 11th

percentile of the

peer group

Quartile 2

No adjustment to

ROIC payout percentage

Quartile 3

Bottom Quartile

Subtract 10 percentage points

from final ROIC payout

percentage

TSR was measured relative to the peer group shown below. This peer group was established at the time of grant;

these companies were removed due to acquisitions: CBS Corp., Sprint, 21

Century Fox, and Viacom.

TSR Peer Group for 2019 Performance Share Grant

Alphabet Charter Exxon Microsoft Verizon

Amazon Chevron General Electric Oracle Walt Disney

Apple Cisco IBM T-Mobile US Wal-Mart

Boeing Comcast Intel

2022 PROXY 61 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

Percent of Grant Value Realized

2019-2021 Performance Share Grant

Based on the combined ROIC and relative TSR performance attainment, the Committee directed that 90% of the

Performance Shares be distributed. After the impact of common stock price performance over the 3-year

performance period, our NEOs (except Mr. Desroches) received 72% of the original 2019 Performance Share grant

value (without regard to any supplemental grants), as follows:

2019-2021 Performance Share Grant

100%

ROIC

Payout

10%

Relative

TSR Payout

Modifier

Ending Stock

Price as a %

of Beginning

Stock Price

72%

of Grant

Value Paid

90% payout

Closing common stock prices: $30.06 on the 1/31/2019 grant date and $24.12 on the 1/27/2022 payout approval

date.

2018 RSU Grant

After the impact of common stock price performance over the 4-year restriction period, our NEOs (except

Mr. Desroches) received 62% of the original 2018 RSU grant value (without regard to any supplemental grants), as

follows:

2018 RSU Grant

Grant Value

Ending Stock

Price as a %

of Beginning

Stock Price

62% of

Grant Value

Paid

Closing common stock prices: $39.16 on the 2/1/2018 grant date and $24.12 on 1/27/2022, the last date of the

restriction period.

REALIZED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

We believe that a full understanding of our Committee’s pay-for-performance philosophy includes a review of the

compensation that our NEOs actually received (“realized compensation”) relative to their original pay targets

(“target compensation”). The primary difference between realized and target compensation is stock price

performance and achievement against pre-established performance goals under our short- and long- term

incentive plans. In the preceding sections we detailed our incentive award payouts. The following charts

summarize the impact of these payouts on each NEO’s total realized compensation for 2021. Note that the

realized long-term values shown below do not align to what is reported in the Summary Compensation Table

(SCT) because the SCT reflects grant values for 2021 whereas realized compensation shown below includes long-

term distribution values of awards with performance/restriction periods ending in 2021 or early 2022.

AT&T INC. 62 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

John Stankey

Chief Executive Officer

John Stankey was appointed Chief Executive Officer in 2020, after serving as President and

Chief Operating Officer of AT&T Inc. During his 36-year career with the Company, he has

held various leadership positions, including CEO-WarnerMedia; CEO-AT&T Entertainment

Group; Chief Strategy Officer; President and CEO of AT&T Business Solutions; and President

and CEO of AT&T Operations.

2021 Realized Compensation

Element of

Compensation Compensation Amount Rationale

2021 Base Salary $2,400,000

Mr. Stankey’s salary was not changed from 2020.

2021 STIP

Target Award = $5,600,000

Final Award Paid = $6,888,000

123% of target award value

realized

Mr. Stankey’s short-term incentive target was not

changed from 2020.

Mr. Stankey’s short-term incentive payout was based on:

• A payout of 123% of his target award based on

performance attainment of EPS, FCF, and strategic goals

• The Committee made no award for individual

performance

Performance

Share Payout

75% of 2019 Long-

Term Award

(2019-2021

Performance

Period)

Target Award = $7,125,000

Final Award Paid = $4,921,963

69% of grant value realized

Mr. Stankey’s performance share payout was based on:

• A formulaic payout of 100% of the 226,735 shares granted,

based on the Company’s performance achievement for

ROIC and 10% subtracted for the relative TSR modifier,

plus

• The Company’s common stock price change over the

3-year performance period, which reduced the value of

the shares earned, including the 2019 supplemental grant

Performance Shares were paid in 66% cash and 34%

common stock.

RSU Payout

25% of 2018 Long-

Term Award

(2018 Grant)

Target Award = $1,843,750

47,271 shares paid;

valued at $1,140,177

62% of grant value realized

The Company’s common stock price change over the

4-year restriction period reduced the value of the units

granted, including the 2018 supplemental grant, by 38%.

RSUs were paid in common stock.

Total Realized

Compensation

$15,350,140

2022 PROXY 63 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

Pascal Desroches

Senior Executive Vice President & Chief Financial Officer

Pascal Desroches was appointed Chief Financial Officer effective April 1, 2021 and leads

AT&T’s finance organization as well as corporate development and corporate real estate.

He previously served as WarnerMedia’s CFO since 2018. Prior to that, he was executive vice

president and CFO of Turner Broadcasting when it operated as a subsidiary under Time

Warner Inc. Before joining Turner, he held a variety of financial roles within Time Warner,

including senior vice president and global controller. Prior to joining Time Warner,

Mr. Desroches was a partner at KPMG and served as a senior advisor to the chief

accountant of the U.S. Securities and Exchange Commission. Mr. Desroches brings broad

experience including corporate finance, public accounting, and regulatory compliance to

this role as he helps lead the Company through a transformational period.

2021 Realized Compensation

Element of

Compensation Compensation Amount Rationale

2021 Base Salary $1,250,000

Mr. Desroches annual salary rate was set at $1,250,000 to

reflect his promotion to CFO.

2021 STIP

Target Award = $2,750,000

Final Award Paid = $3,382,500

123% of target award value

realized

Mr. Desroches short-term incentive target was set at

$2,750,000 to reflect his promotion to CFO.

Mr. Desroches short-term incentive payout was based on:

• A payout of 123% of his target award based on

performance attainment of EPS, FCF, and strategic goals

• The Committee made no award for individual performance

WM RSU Payouts

Time-based

Vested tranches

distributing in

February 2021

$2,377,141

Mr. Desroches 2021 long-term distributions represent

vested tranches of RSUs issued for years 2017 through

2020. Each of these awards vests 25% each calendar year

over a four-year restriction period and distribute in AT&T

stock or cash.

Mr. Desroches 2021 long-term award is in the same form

and has the same terms as the awards for the other NEOs.

Total Realized

Compensation

$7,009,641

AT&T INC. 64 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

Lori Lee

CEO – AT&T Latin America and Global Marketing Officer

Lori Lee was appointed CEO-AT&T Latin America and Global Marketing Officer in 2018, after

serving as Global Marketing Officer since 2015. She leads strategy, operations and

marketing for AT&T Mexico, providing mobile services to more than 19 million consumers

and businesses, and previously led Vrio Corp. which provided digital entertainment services

throughout South America and the Caribbean. During Ms. Lee’s 24-year career with AT&T,

she previously served as Senior Executive Vice President – AT&T Home Solutions, with

responsibility for the Company’s Consumer wireline group.

2021 Realized Compensation

Element of

Compensation Compensation Amount Rationale

2021 Base Salary $750,000

Ms. Lee’s salary was not changed from 2020.

2021 STIP

Target Award = $1,350,000

Final Award Paid = $1,822,500

135% of target award value realized

Ms. Lee’s annual short-term incentive target was

set at $1,350,000 as part of the Committee’s annual

review of pay.

Ms. Lee’s short-term incentive payout was based on:

• A payout of 135% of her target award based on

performance attainment of FCF, Latin America

simple FCF, Latin America EBITDA, and strategic

goals

• The Committee made no award for individual

performance

Performance

Share Payout

75% of 2019 Long-

Term Award

(2019-2021

Performance

Period)

Target Award = $2,606,250

Final Award Paid = $1,882,127

72% of grant value realized

Ms. Lee’s performance share payout was based on:

• A formulaic payout of 100% of the 86,702 shares

granted, based on the Company’s performance

achievement for ROIC and 10% subtracted for the

relative TSR modifier, plus

• The Company’s common stock price change over

the 3-year performance period, which reduced

the value of the shares earned

Performance Shares were paid in 66% cash and

34% common stock.

RSU Payout

25% of 2018 Long-

Term Award

(2018 Grant)

Target Award = $785,250

20,052 shares paid;

valued at $483,654

62% of grant value realized

The Company’s common stock price change over

the 4-year restriction period reduced the value of

the units granted by 38%.

RSUs were paid in common stock.

Total Realized

Compensation

$4,938,281

2022 PROXY 65 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

David McAtee

Senior Executive Vice President and General Counsel

David McAtee has served as AT&T’s General Counsel since 2015. He has responsibility for all

legal matters affecting AT&T, including the Company’s litigation, regulatory matters, and

administrative matters before various judicial and regulatory bodies, as well as all merger

agreements, dispositions of non-strategic assets, commercial agreements, and labor

contracts. Mr. McAtee joined the Company in 2012 after 18 years in government and private

practice.

2021 Realized Compensation

Element of

Compensation Compensation Amount Rationale

2021 Base Salary $1,300,000

Mr. McAtee’s base salary was not changed from

2020.

2021 STIP

Target Award = $2,350,000

Final Award Paid = $2,890,500

123% of target award value realized

Mr. McAtee’s short-term incentive target was not

changed from 2020.

Mr. McAtee’s short-term incentive payout was

based on:

• A payout of 123% of his target award based on

performance attainment of EPS, FCF, and strategic

goals

• The Committee made no award for individual

performance

Performance

Share Payout

75% of 2019 Long-

Term Award

(2019-2021

Performance

Period)

Target Award = $3,750,000

Final Award Paid = $2,708,073

72% of grant value realized

Mr. McAtee’s Performance Share payout was based

on:

• A formulaic payout of 100% of the 124,750 shares

granted, based on the Company’s performance

achievement for ROIC and 10% subtracted for the

relative TSR modifier, plus

• The Company’s common stock price change over

the 3-year performance period, which reduced

the value of the shares earned

Performance Shares were paid in 66% cash and

34% common stock.

RSU Payout

25% of 2018 Long-

Term Award

(2018 Grant)

Target Award = $1,250,000

33,132 shares paid;

valued at $799,144

64% of grant value realized

The Company’s common stock price change over

the 4-year restriction period reduced the value of

the units granted, including the 2018 supplemental

grant, by 36%.

RSUs were paid in common stock.

Total Realized

Compensation

$7,697,717

AT&T INC. 66 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

Jeff McElfresh

CEO, AT&T Communications, LLC

Jeff McElfresh joined the Company in 1995, and was appointed CEO of AT&T

Communications, LLC, in October 2019. He is responsible for AT&T Communications’

consumer, business and technology and operations groups. AT&T Communications serves

more than 120 million mobile and broadband customers in the United States and millions of

business customers, including nearly all of the Fortune 1000. Mr. McElfresh previously served

as President-Technology and Operations for AT&T Communications, LLC, and as CEO of

Vrio Corp.

2021 Realized Compensation

Element of

Compensation Compensation Amount Rationale

2021 Base Salary $1,000,000

Mr. McElfresh’s annual salary for 2021 was set at

$1,000,000 as part of the Committee’s annual

review of pay.

2021 STIP

Target Award = $2,000,000

Final Award Paid = $2,420,000

121% of target award value realized

Mr. McElfresh’s annual short-term incentive target

for 2021 was set at $2,000,000 as part of the

Committee’s annual review of pay.

Mr. McElfresh’s short-term incentive payout was

based on:

• A payout of 121% of his target award based on

performance attainment of FCF, Communications

EBITDA, and strategic goals

• The Committee made no award for individual

performance

Performance

Share Payout

75% of 2019 Long-

Term Award

(2019-2021

Performance

Period)

Target Award = $2,745,000

Final Award Paid = $1,882,274

69% of grant value realized

Mr. McElfresh’s performance share payout was

based on:

• A formulaic payout of 100% of the 37,924 shares

granted 1/31/19, based on the Company’s

performance achievement for ROIC, and

• Payout of 100% of the 44,571 shares granted

10/1/19, based on the Company’s performance

achievement of ROIC, and 10% subtracted for the

relative TSR modifier, plus

• The Company’s common stock price change over

the 3-year performance period, which reduced

the value of the shares earned, including the 2019

supplemental grant

Performance Shares were paid in 66% cash and

34% common stock.

RSU Payout

25% of 2018 Long-

Term Award

(2018 Grant)

Target Award = $243,250

6,672 shares paid; valued at $160,929

66% of grant value realized

The Company’s common stock price change over the

4-year restriction period reduced the value of the

units granted, including a 2018 supplemental grant,

by 34%.

RSUs were paid in common stock.

Total Realized

Compensation

$5,463,203

2022 PROXY 67 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

2021 LONG-TERM GRANTS

In 2021, our NEOs received long-term awards in the form of:

Type of Award Weight Performance Metrics Vesting Period

Performance Shares 75%

Performance Metric - 100% ROIC with

Relative TSR Payout Modifier

3-year performance period

RSUs 25%

Payout value based on common

stock price performance only

3-year restriction period

with annual ratable vesting

The associated grant values for these awards were:

2021 TARGET LONG-TERM VALUES

Name Performance Shares ($) RSUs ($)

John Stankey 10,125,000 3,375,000

Pascal Desroches 4,500,000 1,500,000

Lori Lee 3,018,750 1,006,250

David McAtee 4,012,500 1,337,500

Jeff McElfresh 6,375,000 2,125,000

The above table summarizes annual awards of Performance Shares and RSUs approved in 2021.

2021 Performance Share Grants

The Performance Shares granted in 2021 are for the 2021-2023 performance period. The Committee determined

that the Performance Shares would be tied to a ROIC performance metric with a payout modifier based on a

comparison of AT&T’s TSR to our Corporate Peer Group.

ROIC Performance Metric

We calculate ROIC for the 2021-2023 performance period by averaging over the three-year performance period:

(1) our annual reported net income plus after-tax interest expense minus minority interest, divided by (2) the total

of the average debt and average stockholder equity for the relevant year. For mergers and acquisitions activity

over $2.0 billion, we exclude the dilutive impacts of intangible amortization, asset write-offs, accelerated

depreciation, and transaction and restructuring costs so that the impact of certain significant transactions,

including those which may not have been contemplated in the determination of a performance metric, will not

have an impact on the performance results. We also exclude the net impact of certain matters to the extent the

collective net impact of such matters in one of the following specific categories exceeds $500 million in a

calendar year: changes in federal or state tax laws, changes in accounting principles, accounting gains/losses

from asset dispositions and mark-to-market activity, expenses caused by natural disasters and non-cash

accounting write-downs of goodwill, other intangible assets and fixed assets. Additionally, we disregard gains and

losses related to the assets and liabilities of pension and other post-retirement benefit plans.

ROIC Payout Table Description

The ROIC target range for the 2021-2023 performance period was set 125 basis points above our cost of capital, a

target that we believe to be challenging, but attainable. For performance above or below the performance target

range, the number of Performance Shares are increased or reduced, respectively. Potential payouts range from

0% to 150% of the number of Performance Shares granted.

TSR Performance Modifier

We believe that TSR is an important measure because it helps ensure that our executives’ interests are aligned

with those of stockholders. This modifier provides that 2021 Performance Share Award payouts may be adjusted

based on our TSR (stock appreciation plus reinvestment of dividends) performance relative to our Corporate

Peer Group. TSR performance will be measured over the entire performance period.

AT&T INC. 68 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

TSR PERFORMANCE MODIFIER

2021-2023 Performance Period

AT&T Return vs. TSR Peer Group Payout Modifier

Top Quartile Add 10 Percentage Points to Final ROIC Payout Percentage

Quartile 2

Quartile 3

No Adjustment to ROIC Payout Percentage

Quartile 4 Subtract 10 Percentage Points from Final ROIC Payout Percentage

At the end of the performance period, the number of Performance Shares to be paid out, if any, will be

determined by comparing the actual performance of the Company against the predetermined performance

objective for ROIC, and modifying the award for relative TSR achievement, if applicable. In addition, the

Committee may make additional, discretionary adjustments. Performance Shares, if earned, are paid 34% in

common stock, 66% in cash.

2021 Restricted Stock Unit Grants

The Committee revised the RSU vesting provisions for the 2021 grants to ratable three-year vesting, to align with

market practice. RSUs granted in 2021 vest and distribute 33-1/3% each year over three years. Other grant terms

remain the same, including RSUs (i) receive quarterly dividend equivalents, paid in cash at the time regular

dividends are paid on our common stock, (ii) pay 100% in stock to further tie executives’ interests to those of

stockholders, (iii) are fully vested at grant for retirement eligible officers; however, the award does not distribute

until the scheduled distribution date, and (iv) continue to comprise 25% of NEOs’ total long-term incentives with

75% of total long-term incentives granted in the form of PSAs.

CONSULTING AGREEMENTS

Randall Stephenson—Retired Executive Chairman

At the Committee’s request, Mr. Stephenson agreed to assist AT&T’s senior leadership team for 12 months

following his retirement. As the business undergoes a significant strategy transformation, the Committee

determined that Mr. Stephenson’s experience as CEO would allow him to offer valuable counsel to the Board and

Management. The support provided by Mr. Stephenson during this period included consultation with the CEO on

long-term strategic issues, talent development and management, capital allocation, and building important

relationships with external audiences.

In connection with this request and the support provided, Mr. Stephenson received, per a post-employment

consulting agreement, a fee of $1,000,000. Additionally, to create alignment between the strategic support

Mr. Stephenson provided and the company’s performance during the post-employment period, the Committee

lifted the automatic proration on Mr. Stephenson’s 2019 and 2020 Performance Share awards. While the grant date

value of these performance shares was previously reported in the summary compensation tables for fiscal years

2019 and 2020, the value of such awards at the time the proration was lifted ($12,003,886) is required to be disclosed

in this year’s proxy statement for fiscal 2021. These Performance Share awards remain at risk until the end of the

performance period and remain subject to achievement of the same performance goals and approval of the Board.

John Stephens—Retired Senior Executive Vice President and Chief Financial Officer

Mr. Stephens also agreed to assist AT&T’s senior leadership team for 12 months following his retirement as CFO,

particularly as the business continues its strategy transformation. Per a post-employment consulting agreement,

he will receive compensation for his time: $1,000,000 for consulting services rendered over the year.

In addition, his agreement is structured with performance criteria to reward certain business outcomes that

support the financial health of the Company. He will receive $500,000 for achieving each of two goals set forth in

the agreement: (i) closing an outstanding corporate tax audit and (ii) the Company realizing certain operational

and accounting outcomes.

2022 PROXY 69 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

BENEFITS

Benefits and Personal Benefits

Benefits are an important tool to maintain the market

competitiveness of our overall compensation

package. We provide personal benefits to our

Executive Officers for three main reasons:

• To effectively compete for talent: These benefits

allow us to have a competitive program to help

us in our attraction and retention efforts.

• To support Executive Officers in meeting the

needs of the business: We require our Executive

Officers to be available around-the-clock.

Therefore, we provide them benefits that allow

us to have greater access to them. These

benefits should not be measured solely in terms

of any incremental financial cost, but rather

based on the value they bring the Company

through maximized productivity and availability.

• To provide for the safety, security, and personal

health of executives: We provide Executive

Officers certain personal benefits to provide for

their safety and personal health.

Benefits for our Executive Officers are outlined below.

The Committee continuously evaluates these

benefits based on needs of the business and

prevailing market practices and trends.

Deferral Opportunities

Tax-qualified 401(k) Plans

Our 401(k) plans are offered to substantially all our

employees, including each of the NEOs, and provide

the opportunity to defer income and receive

Company matching contributions. Substantially all of

our plans provide our employees the ability to invest

in AT&T or other investments. We match 80% of

manager contributions, limited to the first 6% of

eligible 401(k) contributions (only base salary is

matched for officers). Managers hired externally on or

after January 1, 2015, and WarnerMedia employees, do

not earn pension benefits, and to account for the lack

of a pension benefit, we provide an enhanced 401(k)

match of 133-1/3% match on the first 3% of eligible

401(k) contributions and 100% match on the next 3%

of eligible 401(k) contributions (only base salary is

matched for officers).

Nonqualified Plans

We provide mid-level and above managers, other than

WarnerMedia employees, the opportunity for tax-

advantaged savings through two AT&T nonqualified

plans. All active NEOs, except Mr. Desroches, were

eligible to elect nonqualified deferrals from 2021 cash

compensation through these plans. WarnerMedia

offers eligible employees a separate nonqualified

deferral plan, the WarnerMedia Supplemental Savings

Plan (described below). Mr. Desroches elected

deferrals through this plan in December 2019 from his

2021 cash compensation.

Stock Purchase and Deferral Plan

This is our principal nonqualified deferral program for

AT&T employees, which we use to encourage our

managers to invest in and hold AT&T common stock

on a tax-deferred basis. Under this plan, mid-level

managers and above may annually elect to defer,

through payroll deductions, up to 30% of their salary

and annual bonus (officers, including the NEOs, may

defer up to 95% of their short-term award, which is

similar to, and paid in lieu of, the annual bonus paid to

other management employees) to purchase AT&T

deferred share units at fair market value on a tax-

deferred basis. Participants receive a 20% match on

their deferrals in the form of additional AT&T deferred

share units. Participants also receive makeup matching

deferred AT&T share units to replace the match that is

not available in the 401(k) because of their

participation in our nonqualified deferral plans or

because they exceeded the IRS compensation limits

for 401(k) plans. Officers do not receive the makeup

match on the contribution of their short-term awards.

Cash Deferral Plan

Through this plan, eligible AT&T managers may also

defer pre-tax cash compensation in the form of

salaries and bonuses. The plan pays interest at the

Moody’s Long-Term Corporate Bond Yield Average,

reset annually, which is a common index used by

companies for deferral plans. The SEC requires

disclosure in the Summary Compensation Table of any

earnings on deferred compensation that exceed an

amount set by the SEC.

AT&T INC. 70 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

WarnerMedia Supplemental Savings Plan

This nonqualified restoration savings plan allows U.S.

salaried WarnerMedia employees who earn eligible

cash compensation in excess of the IRS compensation

limit for tax-qualified plans to make additional pre-tax

deferrals to notional investment options that mirror

most of the 401(k) funds: up to 50% contributions for

compensation up to $500,000 and up to 90% for

compensation above $500,000. The Company matches

contributions up to the first 6% of deferred

compensation between the compensation limit and

$500,000, with no match for deferred compensation

above $500,000. The matching rate is 133-1/3% on the

first 3% of amounts deferred and 100% on the next 3%

of deferrals, equating to a maximum 7% match up to

$500,000 of compensation.

These plans are described more fully in the Executive

Compensation Tables section.

Pension Benefits

During 2021, we offered a tax-qualified group pension

benefit to approximately two-thirds of our AT&T

managers. Managers hired externally on or after

January 1, 2015 are not eligible to participate in the

pension plan, and instead receive an enhanced match

in the 401(k) plan. WarnerMedia managers are not

eligible to earn pension benefits, though some

employees have frozen pre-merger Time Warner

pension benefits. Pension benefits for individuals in

scope for the DIRECTV joint venture were frozen as of

July 31, 2021.

We also provide supplemental retirement benefits

under nonqualified pension plans, or SERPs, to

employees who became officers before 2009.

In 2012, Mr. Stephenson elected to freeze his SERP

benefit as if he had retired at the end of 2012.

Likewise, in 2019, Messrs. Stankey and Stephens

elected to freeze their SERP benefits as if they had

retired at the end of 2019. They gave up credits under

the plan for all future compensation and service. In

exchange, the frozen benefits earn a fixed rate of

interest equal to the discount rate used to determine

lump sum benefits for participants who retired in 2012

and 2019 respectively. The interest credits continue

until the SERP benefits are distributed to participants.

At the end of 2022, the Company will freeze the SERP

benefits, with similar terms as described above, for

individuals that were officers of the Company prior to

2009 (since officers appointed after 2008 are not

eligible for SERP benefits). This is a limited officer

group, including Ms. Lee.

Messrs. Descroches, McAtee and McElfresh are not

eligible for any SERP benefits.

Additional information on pension benefits, including

these plans, may be found in the Executive

Compensation Tables section, following the “Pension

Benefits” table.

2022 PROXY 71 AT&T INC.

COMPENSATION DISCUSSION AND ANALYSIS

Personal Benefits

We provide our Executive Officers with other limited and market-based personal benefits. The benefits are

described below and the value of those benefits to Executive Officers receiving them can be found in the

Personal Benefits Table following the Summary Compensation Table.

Benefit/

Personal Benefit Description Rationale

FINANCIAL COUNSELING Includes tax preparation, estate planning,

and financial counseling.

Allows our executives to focus more on

business responsibilities by providing

financial counselors to help with their

personal financial affairs and tax filings.

HEALTH COVERAGE A consumer-driven health plan for certain

executives, who must pay a portion of the

premiums.

Maintains executives’ health and welfare,

helping to ensure business continuity.

EXECUTIVE PHYSICAL Annual physical for executives who do not

receive the health coverage shown above.

Maintains executives’ health and welfare,

helping to ensure business continuity.

COMMUNICATIONS AT&T products and services provided at

little or no incremental cost to the

Company.

Provides 24/7 connectivity and a focus on

services customers purchase.

AUTOMOBILE Includes allowance, fuel, and maintenance. Recruiting and retention tool.

EXECUTIVE DISABILITY Provides compensation during a leave of

absence due to illness or injury.

Provides security to executives’ family

members.

HOME SECURITY Residential security system and monitoring.

EXECUTIVE LIFE INSURANCE See pages 84-85.

COMPANY-OWNED CLUB

MEMBERSHIPS

In some cases, we allow personal use of

Company-owned social club and country

club memberships, but do not pay country

club fees or dues for Executive Officers.

Affords executives the opportunity to

conduct business in a more informal

environment.

PERSONAL USE OF

COMPANY AIRCRAFT

Executive officers are required to reimburse

the Company for the incremental cost of

personal usage. However, the CEO may

waive the reimbursement requirement for

other Executive Officers. Reimbursements

will not be made where prohibited by law.

Provides for safety, security, and reduced

travel time so executives may focus on

their responsibilities.

Certain of these benefits are also offered as post-retirement benefits to officers who meet age and service

requirements. Additional information may be found in the Other Post-Retirement Benefits section of Executive

Compensation Tables.

AT&T INC. 72 2022 PROXY

COMPENSATION DISCUSSION AND ANALYSIS

POLICIES AND RISK MITIGATION

2021 STOCK OWNERSHIP GUIDELINES

The Committee has established common stock

ownership guidelines for 2021 as shown below. We

include shares held in our benefit plans in determining

attainment of these guidelines.

Level Ownership Guidelines

CEO 6 x Base Salary

Executive Officers

Lesser of 3 x Base Salary, or

50,000 Shares

All Executive Officers are given 5 years from assuming

their position to meet the minimum requirements.

Each NEO was in compliance with AT&T’s guidelines as

of December 31, 2021.

EQUITY RETENTION

Executive Officers are required to hold shares

equivalent, in the aggregate, to 25% of the AT&T

shares they receive (after taxes and exercise costs)

from an incentive, equity, or option award granted to

them after January 1, 2012, until they terminate

employment with AT&T. This requirement further ties

executives’ compensation interests to interests of

stockholders.

HEDGING POLICY

Executive officers are prohibited from hedging their

AT&T stock or stock-based awards, including through

trading in publicly-traded options, puts, calls, or other

derivative instruments related to AT&T stock.

CLAWBACK POLICY

In addition to the risk moderation actions, we intend,

in appropriate circumstances, to seek restitution of

any bonus, commission, or other compensation

received by an employee as a result of such

employee’s intentional or knowing fraudulent or

illegal conduct, including the making of a material

misrepresentation in our financial statements.

RISK MITIGATION

By ensuring that a significant portion of compensation

is based on our long-term performance, we reduce the

risk that executives will place too much focus on short-

term achievements to the detriment of our long-term

sustainability. Our short-term incentive compensation

is structured so that the accomplishment of short-

term goals supports the achievement of long-term

goals.

These elements work together for the benefit of

AT&T and our stockholders and to reduce risk in our

incentive plans.

INDEPENDENT COMPENSATION CONSULTANT

The Committee is authorized by its charter to employ

an independent compensation consultant and other

advisors. The Committee has selected Frederic W.

Cook & Co., Inc. (FW Cook) to serve as its independent

consultant. The consultant reports directly to the

Committee. Other than advising the Corporate

Governance and Nominating Committee on director

compensation, FW Cook provides no other services to

AT&T.

The consultant:

• Attends all Committee meetings;

• Regularly updates the Committee on market

trends, changing practices, and legislation

pertaining to executive compensation and benefits;

• Reviews the Company’s executive compensation

strategy and program to ensure appropriateness

and market competitiveness;

• Makes recommendations on the design of the

compensation program and the balance of pay-for-

performance elements;

• Provides market data for jobs held by senior

leaders;

• Analyzes compensation from other companies’

proxy and financial statements for the Committee’s

review when making compensation decisions;

• Assists the Committee in making pay determinations

for the Chief Executive Officer; and

• Advises the Committee on the appropriate comparator

groups for compensation and benefits as well as the

appropriate peer group against which to measure long-

term performance.

The Committee reviewed the following six independence

factors, as required by the Dodd-Frank Wall Street Reform

and Consumer Protection Act, when evaluating the

consultant’s independence:

• Other services provided to AT&T

• Percentage of the consultant’s revenues paid by

AT&T

• Consultant’s policies to prevent conflicts of interest

• Other relationships with compensation committee

members

• AT&T stock owned by the consultant

• Other relationships with Executive Officers

Based on its evaluation of the consultant and the six

factors listed above, the Committee has determined

that the consultant met the criteria for independence.

2022 PROXY 73 AT&T INC.

COMPENSATION COMMITTEE REPORT

The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with

management. Based on such review and discussions, the Human Resources Committee has recommended to

the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on

Form 10-K and Proxy Statement for filing with the SEC.

February 10, 2022 The Human Resources Committee

Beth E. Mooney, Chair

Scott T. Ford

Michael B. McCallister

Matthew K. Rose

Geoffrey Y. Yang

AT&T INC. 74 2022 PROXY

EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The table below discloses compensation provided to AT&T’s Named Executive Officers (NEOs), including the Chief

Executive Officer, the two individuals serving as Chief Financial Officer during the year, and the other three most

highly compensated Executive Officers. Additionally, AT&T is reporting a seventh NEO this year to account for a

retired Executive Officer who would have been among the most highly compensated group if working as an

active Executive Officer at the end of the year. Compensation information is provided for the years each person

in the table was a Named Executive Officer since 2019.

Name and

Principal Position Year

Salary

($)

(1)

Bonus

($)

Stock

Awards

($)

(2)

Option

Awards

($)

Non-

Equity

Incentive

Plan

Compen-

sation

($)

(1)

Change in

Pension Value

and

Nonqualified

Deferred

Compensation

Earnings

($)

(3)

All Other

Compen-

sation

($)

(4)

Total

($)

J. STANKEY

CEO

2021 2,400,000 0 13,420,341 0 6,888,000 1,468,869 643,669 24,820,879

2020 2,050,000 0 13,499,999 0 3,250,000 1,411,950 808,968 21,020,917

2019 2,900,000 0 9,525,340 0 7,566,500 2,113,955 367,211 22,473,006

P. DESROCHES

Sr. Exec. Vice

Pres. and CFO

2021 1,250,000 0 5,999,990 0 3,382,500 0 1,112,643 11,745,133

L. LEE

CEO Latin

America & GMO

2021 750,000 0 4,025,002 0 1,822,500 689,009 222,746 7,509,257

D. MCATEE

Sr. Exec. Vice Pres. &

General Counsel

2021 1,300,000 0 5,350,003 0 2,890,500 201,040 801,379 10,542,922

2020 1,295,833 0 14,349,990 0 1,762,500 484,566 715,725 18,608,614

2019 1,270,833 250,000 4,999,970 0 2,019,600 365,535 445,438 9,351,376

J. MCELFRESH

CEO-AT&T

Communications, LLC

2021 1,000,000 0 8,500,003 0 2,420,000 134,002 275,524 12,329,529

2020 850,000 200,000 5,800,003 0 1,387,500 124,617 210,000 8,572,120

2019 567,500 0 5,768,525 0 1,067,000 86,404 186,896 7,676,325

J. STEPHENS

Retired—Sr. Exec. Vice

Pres. and CFO

2021 318,460 0 0 0 830,250 831,607 2,164,988 4,145,305

2020 1,145,833 250,000 10,750,008 0 2,025,000 1,059,686 906,618 16,137,145

2019 1,125,000 250,000 10,750,027 0 2,310,000 1,482,271 808,030 16,725,328

R. STEPHENSON

Retired—Executive

Chairman

2021 125,768 0 0 0 0 2,967,114 13,252,617 16,345,499

2020 900,000 0 20,999,989 0 2,250,000 3,763,883 1,240,756 29,154,628

2019 1,800,000 0 19,800,007 0 5,280,000 3,589,196 1,563,722 32,032,925

NOTE 1. Four of the NEOs deferred portions of their 2021 salary

and/or non-equity incentive awards into the Stock Purchase and

Deferral Plan to make monthly purchases of Company stock in the

form of stock units based on the market price of AT&T stock as

follows: Ms. Lee—$45,000; Mr. McAtee—$3,135,975; Mr. McElfresh—

$682,750; and Mr. Stephens—$889,363. Each unit that the

employee purchases is paid out in the form of a share of AT&T

stock at the time elected by the employee, along with applicable

matching shares. The value of the matching contributions made

during the relevant year is included under “All Other

Compensation.” A description of the Stock Purchase and Deferral

Plan may be found on pages 70 and 87.

NOTE 2. Amounts in the Stock Awards column for 2021

represent the grant date values of Performance Shares and

Restricted Stock Units. The grant date values of Performance

Shares included in the table for 2021 were: Mr. Stankey—

$10,065,249; Mr. Desroches—$4,500,000; Ms. Lee—$3,018,758;

Mr. McAtee—$4,012,502; Mr. McElfresh—$6,374,995; Mr. Stephens—

$0 and Mr. Stephenson—$0. The number of Performance Shares

distributed at the end of the performance period is dependent upon

the achievement of performance goals. Depending upon such

achievement, the potential payouts range from 0% of the target

number of Performance Shares to a maximum payout of 160% of

the target number of Performance Shares. The value of the awards

(Performance Shares and Restricted Stock Units) will be further

affected by the price of AT&T stock at the time of distribution. The

grant date values were determined pursuant to FASB ASC Topic

718. Assumptions used for determining the value of the stock

awards reported in these columns are set forth in the relevant AT&T

Annual Report to Stockholders in Note 16 to Consolidated Financial

Statements, “Share-Based Payments.”

2022 PROXY 75 AT&T INC.

EXECUTIVE COMPENSATION TABLES

NOTE 3. Under this column, we report earnings on deferrals of

salary and incentive awards to the extent the earnings exceed

a market rate specified by SEC rules. For the NEOs, these

amounts are as follows for 2021: Mr. Stankey – $4,091,

Mr. Desroches – $0, Ms. Lee–$0, Mr. McAtee – $0, Mr. McElfresh

– $7,526 Mr. Stephens–$0, and Mr. Stephenson – $99,715. Other

amounts reported under this heading represent an increase, if

any, in pension actuarial value during the reporting period.

NOTE 4. This column includes personal benefits, relocation

benefits, consulting payments and benefits, Company-paid

life insurance premiums and Company matching

contributions to deferral plans. AT&T does not provide tax

reimbursements to Executive Officers except under the

Company’s relocation plan. In valuing personal benefits,

AT&T uses the incremental cost of the benefits to the

Company. To determine the incremental cost of aircraft

usage, we multiply the number of hours of personal flight

usage (including “deadhead” flights) by the hourly cost of

fuel (Company average) and the hourly cost of maintenance

(where such cost is based on hours of use), and we add per

flight fees such as landing, ramp and hangar fees, catering,

and crew travel costs. Messrs. Stankey and Stephenson

reimbursed the Company for the incremental cost of their

personal use of Company aircraft. Other Executive Officers

may be required by the CEO to reimburse the incremental

cost of their personal usage on a case-by-case basis.

Reimbursements will not be made where prohibited by law.

Mr. McAtee’s amount shown for use of Company aircraft

represents flights taken for medical treatments.

Mr. Desroches’ amount includes travel in connection with

his relocation.

The consulting agreement value shown below for

Mr. Stephenson includes an estimated value of $12,003,886,

which represents the lift on the proration of his outstanding

Performance Shares. The Committee approved this action

to tie Mr. Stephenson’s consulting term to company

performance. See the Consulting Agreements section of the

Compensation Discussion and Analysis for more

information.

Stankey Desroches Lee McAtee McElfresh Stephens Stephenson

PERSONAL BENEFITS

Financial counseling (includes

tax preparation and estate

planning) 14,563 16,083 14,656 15,543 10,652 31,500 34,000

Auto benefits 27,921 12,440 13,100 20,810 16,161 3,453 2,061

Personal use of Company

aircraft 0 127,183 9,801 108,806 0 0 0

Health coverage 61,408 5,333 59,044 59,044 9,000 14,761 4,784

Club membership 2,793 0 2,793 2,793 0 0 0

Communications 16,241 27,352 4,060 7,619 1,508 5,618 17,891

Home security 1,251 16,459 1,025 0 0 0 1,673

Total Personal Benefits 124,177 204,850 104,479 214,615 37,321 55,332 60,409

Relocation 0 131,440 0 0 0 0 0

Consulting Agreement 0 0 0 0 0 1,500,000 12,753,886

Company matching

contributions to deferral

plans 13,920 35,000 45,000 475,275 150,950 468,475 432,540

Life insurance premiums

applicable to the employees’

death benefit 505,572 741,353 73,267 111,489 87,253 141,181 5,782

Total 643,669 1,112,643 222,746 801,379 275,524 2,164,988 13,252,617

AT&T INC. 76 2022 PROXY

EXECUTIVE COMPENSATION TABLES

GRANTS OF PLAN-BASED AWARDS

Name

Grant

Date

Estimated Possible Payouts

Under Non-Equity Incentive

Plan Awards

Estimated Future Payouts

Under Equity Incentive

Plan Awards

(1)

All Other

Stock

Awards:

Number

of Shares

of Stock

or Units

(#)

(2)

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)

Exercise

or Base

Price of

Option

Awards

($/Sh)

Grant Date

Fair Value

of Stock

and Option

Awards

($)

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

STANKEY 1/29/21 1,680,000 5,600,000 8,400,000 140,625 351,563 562,501 117,188 13,420,341

DESROCHES 1/28/21 825,000 2,750,000 4,125,000 62,500 156,250 250,000 52,083 5,999,990

LEE 1/28/21 405,000 1,350,000 2,025,000 41,927 104,818 167,709 34,939 4,025,002

MCATEE 1/28/21 705,000 2,350,000 3,525,000 55,729 139,323 222,917 46,441 5,350,003

MCELFRESH 1/28/21 600,000 2,000,000 3,000,000 88,542 221,354 354,166 73,785 8,500,003

STEPHENS 1/28/21 202,500 675,000 1,012,500 0 0 0 0 0

NOTE 1. Represents Performance Share awards,

discussed beginning on page 68.

NOTE 2. Unless otherwise noted, represents

Restricted Stock Unit grants, discussed on page 69.

The units granted in 2021 are scheduled to vest

33-1/3% and distribute each year in January 2022,

2023 and 2024. Units will also vest upon an employee

becoming retirement eligible; however, they are not

distributed until the scheduled distribution date. All of

the NEOs except for Mr. McAtee were retirement

eligible as of the grant date.

Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

Messrs. Stankey and Stephens

The 2018 Incentive Plan provides that in the event an

employee retires while retirement eligible under the

plan, an award of Performance Shares will be prorated

based on the number of months worked during the

performance period. AT&T has provided that

Performance Shares granted after September 28,

2017 to Messrs. Stankey or Stephens will not

be prorated if they remain employed through

December 30, 2020, or in the event of certain changes

in their reporting. As a result of this provision,

Messrs. Stankey’s and Stephens’ Performance Shares

current and future grants will not be prorated.

Mr. Stankey

Upon closing of the acquisition of WarnerMedia,

Mr. Stankey was appointed CEO of Warner Media, LLC.

As part of this position, he was expected to engage in

extensive business travel, which would require him to

file state and local income tax returns in a number of

jurisdictions. AT&T has agreed to reimburse

Mr. Stankey for any legal fees he incurs in the defense

of his state and local income tax returns relating to

periods when he was CEO of Warner Media.

2022 PROXY 77 AT&T INC.

EXECUTIVE COMPENSATION TABLES

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021

Option Awards

(1)

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

Number of

Securities

Underlying

Unexercised

Options

Unexer-

cisable

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock

That Have

Not

Vested

(2)

(#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested

(2)

($)

Equity

Incentive

Plans Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(3)

(#)

Equity

Incentive

Plans Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(3)

($)

STANKEY

2021-2023 Perf. Shares — — 492,188 12,107,825

2020-2022 Perf. Shares — — 266,497 6,555,826

2020-2022 Perf. Shares

– Supplemental Grant — — 138,935 3,417,801

DESROCHES

2021-2023 Perf. Shares — — 218,750 5,381,250

LEE

2021-2023 Perf. Shares — — 146,745 3,609,927

2020-2022 Perf. Shares — — 100,288 2,467,085

MCATEE

2021-2023 Perf. Shares — — 195,052 4,798,279

2020-2022 Perf. Shares — — 150,080 3, 691,968

2018 Restricted Stock Units 26,813 659,600 — —

2018 Restricted Stock Units –

Supplemental Grant 6,319 155,447 — —

2019 Restricted Stock Units 41,583 1,022,942 — —

2020 Restricted Stock Units 35,733 879,032 — —

2020 Restricted Stock Units –

Retention Grant 305,085 7,505,091 — —

2021 Restricted Stock Units 46,441 1,142,449 — —

MCELFRESH

2021-2023 Perf. Shares — — 309,896 7,623,442

2020-2022 Perf. Shares — — 162,704 4,002,518

2019 Restricted Stock Award

– Retention Grant 52,812 1,299,175 — —

STEPHENS 2,373 — 29.87 2/15/22

2020-2022 Perf. Shares — — 301,563 7,418,450

STEPHENSON

2020-2022 Perf. Shares — — 589,099 14,491,835

NOTE 1. Stock options were granted based upon the

amount of stock purchased by mid-level and above

managers under the Stock Purchase and Deferral Plan,

described on page 70. Stock options are not currently

offered under the plan. Options were vested at issuance but

were not exercisable until the earlier of the first anniversary

of the grant or the termination of employment of the

option holder. Options expire ten years after the grant date;

however, option terms may be shortened due to

termination of employment of the holder.

NOTE 2. Mr. McElfresh’s 2019 Restricted Stock Award grant

vests in December 2024. Mr. McAtee’s 2020 retention grant

of Restricted Stock Units vests in April 2030.

AT&T INC. 78 2022 PROXY

EXECUTIVE COMPENSATION TABLES

NOTE 3. Performance Shares are paid after the end of the

performance period shown for each award. The actual

number of shares paid out is dependent upon the

achievement of the related performance objectives and

approval of the Committee. In this column, we report the

number of outstanding Performance Shares and their

theoretical value based on the price of AT&T stock on

December 31, 2021. In calculating the number of

Performance Shares and their value, we are required by SEC

rules to compare the Company’s performance through 2021

for each outstanding Performance Share grant against the

threshold, target, and maximum performance levels for the

grant and report in this column the applicable potential

payout amount. If the performance is between levels, we

are required to report the potential payout at the next

highest level. For example, if the previous fiscal year’s

performance exceeded target, even if it is by a small

amount and even if it is highly unlikely that we will pay the

maximum amount, we are required by SEC rules to report

the awards using the maximum potential payouts. The

performance measure for the 2020 and 2021 grants is ROIC

with a payout adjustment for relative TSR achievement. As

of the end of 2021, the ROIC achievement for both the 2020

and 2021 grants was above target while the TSR

performance was in the fourth quartile of the peer group

for both years. As a result, the grants were reported at the

maximum payout for ROIC with a -10% payout adjustment

for the TSR performance for both grants.

OPTION EXERCISES AND STOCK VESTED DURING 2021

Option Awards Stock Awards

(1)

Name

Number of Shares

Acquired on Exercise

(#)

Value Realized

on Exercise

($)

Number of Shares

Acquired on Vesting

(#)

Value Realized

on Vesting

($)

STANKEY 2,326 3,512 321,250 8,296,978

DESROCHES 0 0 52,083 1,499,990

LEE 0 0 112,971 2,888,370

MCATEE 0 0 134,420 3,366,887

MCELFRESH 0 0 151,823 4,007,282

STEPHENS 49,649 94,252 241,393 5,822,390

STEPHENSON 29,345 26,411 429,467 10,358,732

NOTE 1. Included in the above amounts are Restricted

Stock Units that vested in 2021, but the payment of

which was deferred for certain officers. Restricted

Stock Units vest at the earlier of the scheduled

vesting date or upon the employee becoming

retirement eligible. If the units vest because of

retirement eligibility, they are not distributed until the

scheduled vesting date.

Restricted Stock Units granted in 2021 to the following

NEOs vested at grant because of their retirement

eligibility but will be distributed in prorated payments

of 33-1/3% each year in 2022, 2023 and 2024:

Mr. Stankey—117,188, Mr. Desroches—52,083, Ms. Lee—

34,939, Mr. McElfresh—73,785, Mr. Stephens—0 and

Mr. Stephenson—0.

2022 PROXY 79 AT&T INC.

EXECUTIVE COMPENSATION TABLES

PENSION BENEFITS (ESTIMATED FOR DECEMBER 31, 2021)

Name Plan Name

Number of Years

Credited Service

(#)

Present Value of

Accumulated

Benefits

(1)

($)

Payments

During Last

Fiscal Year

($)

STANKEY Pension Benefit Plan—

Nonbargained Program 36 2,221,936 0

SRIP 19 475,380 0

SERP 34 31,866,738 0

DESROCHES Pension Benefit Plan—WarnerMedia

Component Part 9 354,170 0

WarnerMedia Excess Pension Benefit Plan 9 229,944 0

LEE Pension Benefit Plan—Nonbargained

Program 24 1,723,478 0

Pension Benefit Make Up Plan 9 72,704 0

SERP 24 11,886,837 0

MCATEE Pension Benefit Plan—MCB Program 9 163,982 0

Pension Benefit Make Up Plan 9 1,368,657 0

MCELFRESH Pension Benefit Plan—Mobility and

Southeast Management Programs 26 387,790 0

Pension Benefit Make Up Plan 26 330,753 0

STEPHENS Pension Benefit Plan—Nonbargained

Program

(2)

28 1,775,783 0

Pension Benefit Make Up Plan 8 65,676 6,023

SRIP 12 311,868 140,225

SERP 27 0 23,398,314

STEPHENSON Pension Benefit Plan—Nonbargained

Program 38 0 2,154,723

Pension Benefit Make Up Plan 15 0 7,945

SRIP 22 2,861,682 77,700

SERP 30 0 65,502,669

NOTE 1. Pension benefits reflected in the above table were

determined using the methodology and material

assumptions set forth in the 2021 AT&T Annual Report to

Stockholders in Note 15 to Consolidated Financial

Statements, “Pension and Postretirement Benefits,” except

that, as required by SEC regulations, the assumed

retirement age is the specified normal retirement age in the

plan unless the plan provides a younger age at which

benefits may be received without a discount based on age,

in which case the younger age is used. For the

Nonbargained Program under the AT&T Pension Benefit

Plan and the Pension Benefit Make Up Plan, the assumed

retirement age is the date a participant is at least age 55

and meets the “modified rule of 75,” which requires certain

combinations of age and service that total at least 75. For

the Mobility Program, Southeast Management Program and

the Management Cash Balance Program under the AT&T

Pension Benefit Plan, the assumed retirement age for the

cash balance formula is age 65. For the WarnerMedia

Component Part and WarnerMedia, LLC Excess Benefit

Pension Plan, the assumed retirement age is the date a

participant attains age 62. For the AT&T SRIP and its

successor, the 2005 SERP, the assumed retirement age for

active employees who have not met their unreduced

retirement age as of 12/31/2021 is the earlier of the date the

participant (i) reaches age 60, (ii) attains 30 years of service

(when an employee may retire without discounts for age),

or (iii) has pension accruals frozen.

The SRIP/SERP benefits are reduced for benefits available

under the qualified plans and by a specified amount that

approximates benefits available under other nonqualified

plans included in the table.

NOTE 2. Mr. Stephens elected a Benefit Commencement

Date of 12/1/2021 and the Plan Administrator distributed

the benefit accordingly on 1/17/2022.

AT&T INC. 80 2022 PROXY

EXECUTIVE COMPENSATION TABLES

QUALIFIED PENSION PLAN

The AT&T Pension Benefit Plan (the “Plan”), a “qualified pension plan” under the Internal Revenue Code, provides

ongoing pension accruals to most of our employees hired before 2015, including each NEO, except Mr. Desroches.

Mr. Desroches has a frozen vested pension benefit under the Plan due to his pre-2010 employment at Time

Warner, but he no longer earns additional pension benefits. The applicable benefit accrual formula depends on

the subsidiaries that have employed the participant. Effective January 1, 2015, no new AT&T management

employees are eligible for a pension (2016 for DirecTV). However, employees who are not entitled to participate in

the pension plan, or whose pension benefits were frozen, receive an enhanced 401(k) benefit.

Nonbargained Program

Messrs. Stankey, Stephenson, and Stephens, and

Ms. Lee, are covered by the Nonbargained Program of

the Plan, which is offered to most of our pre-2007

management employees. Participants in the

Nonbargained Program receive the greater of the

benefit determined under the CAM formula or the

cash balance formula, each of which is described

below.

CAM Formula

For each of the participating NEOs, the greater

benefit comes from the CAM formula, which is

reported in the Pension Benefits table. The CAM

formula provides an annual benefit equal to 1.6% of

the participant’s average pension-eligible

compensation (generally, base pay, commissions, and

annual bonuses, but not officer bonuses paid to

individuals promoted to officer level before January 1,

2009) for the five years ended December 31, 1999,

multiplied by the number of years of service through

the end of the December 31, 1999, averaging period,

plus 1.6% of the participant’s pension-eligible

compensation for each year from January 1, 2000

through December 31, 2021, and 1% of participant’s

pension-eligible compensation for each year

thereafter. Employees who meet the “modified rule of

75” and are at least age 55 are eligible to retire

without age or service discounts. The “modified rule

of 75” establishes retirement eligibility when certain

combinations of age and service total at least 75.

Cash Balance Formula

The cash balance formula was frozen, except for

interest credits, on January 14, 2005. The cash balance

formula provided an accrual equal to 5% of pension-

eligible compensation plus monthly interest credits

on the participant’s cash balance account. The

interest rate is reset quarterly and is equal to the

published average annual yield for the 30-year

Treasury Bond as of the middle month of the

preceding quarter.

The Nonbargained Program permits participants to

take the benefit in various actuarially equivalent

forms, including various forms of life annuities. For

participants terminating on or after May 25, 2018, and

receiving their benefit on or after June 1, 2018, this

program permits participants to elect to take the

benefit in a full lump sum calculated as the present

value of the annuity.

Management Cash Balance Program

Mr. McAtee is covered by the MCB Program of the

Plan, which is offered to our management employees

hired on or after January 1, 2007 (January 1, 2006 for

AT&T Mobility) and before January 1, 2015. After

completing one year of service, participants in the

MCB Program are entitled to receive a cash balance

benefit equal to the monthly credit of an age graded

basic credit formula ranging from 1.75% to 4% of the

participant’s pension-eligible compensation and a 2%

supplemental credit for eligible compensation in

excess of Social Security Wage Base plus monthly

interest credit at an effective annual rate of 4.5% to

the participant’s cash balance account. This program

permits participants to take the benefit in various

actuarially equivalent forms, including an annuity or a

lump sum.

Mobility and Southeast Management Programs

Mr. McElfresh is covered by the Mobility Program,

which is also part of the Plan. This program covers

employees of AT&T Mobility that were hired prior to

2006. The Mobility Program is the qualified pension

plan previously offered by AT&T Mobility that was

merged into the AT&T Pension Benefit Plan.

Participants in the Mobility Program are generally

entitled to receive a cash balance benefit equal to the

monthly basic benefit credits of 5% of the

participant’s pension-eligible compensation

(generally, base pay, commissions, and group

incentive awards, but not individual awards) plus

monthly interest credits on the participant’s cash

balance account. The interest rate for cash balance

2022 PROXY 81 AT&T INC.

EXECUTIVE COMPENSATION TABLES

credits is reset quarterly and is equal to the published

average annual yield for the 30-year Treasury Bond as

of the middle month of the preceding quarter. The

plan permits participants to take the benefit in

various actuarially equivalent forms, including an

annuity or a lump sum calculated as the greater of the

cash balance account balance, or the present value of

the grandfathered pension benefit annuity.

In addition, Mr. McElfresh has a pension benefit under

the Southeast Management Program, also part of the

Plan. This benefit accrued during his prior

employment period at BellSouth. Going forward, this

cash balance account earns only interest credits, with

an interest crediting rate for a specific calendar year

indexed to the average annual yield for the 30-year

Treasury Bond securities published for the prior year’s

November, but not less than the floor interest

crediting rate of 3.79%.

WarnerMedia Component Part

Mr. Desroches has a pension benefit under the

WarnerMedia Component Part of the Plan, which

accrued during his employment at Time Warner.

Benefit accruals under this Program were frozen

December 31, 2013. After such date, the participant’s

age and service continue to count only for purposes

of determining early retirement factors and

retirement eligibility.

NONQUALIFIED PENSION PLANS

To the extent the Internal Revenue Code places limits

on the amounts that may be earned under a qualified

pension plan, managers who are currently accruing

pension benefits instead receive these amounts

under the nonqualified Pension Benefit Make Up Plan

but only for periods prior to the person becoming a

participant in the SRIP/SERP, described below. The

Pension Benefit Make Up Plan benefit is paid in the

form of a 10-year annuity or in a lump sum if the

present value of the annuity is less than $50,000.

Mr. Desroches has a frozen benefit under the

nonqualified WarnerMedia Excess Pension Benefit

Plan. His benefit will be paid in the form of monthly

payments over a ten-year period.

In addition, we offer our Executive Officers and other

officers (who became officers prior to 2005)

supplemental retirement benefits under the SRIP and,

for those serving as officers between 2005-2008, its

successor, the 2005 SERP, as additional retention

tools. As a result of changes in the tax laws, beginning

December 31, 2004, participants ceased accruing

benefits under the SRIP, the original supplemental

plan. After December 31, 2004, benefits are earned

under the SERP. Participants make separate

distribution elections (annuity or lump sum) for

benefits earned and vested before 2005 (under the

SRIP) and for benefits accrued during and after 2005

(under the SERP). Elections for the portion of the

pension that accrued in and after 2005, however,

must have been made when the officer first

participated in the SERP, subject to certain exceptions

not applicable to any Executive Officers. Vesting in

the SERP requires five years of service (including four

years of participation in the SERP). Each of the eligible

NEOs is vested in the SERP. Regardless of the

payment form, no benefits under the SERP are

payable until six months after termination of

employment. An officer’s benefits under these

nonqualified pension plans are reduced by: (1) benefits

due under qualified AT&T pension plans and (2) a

specific amount that approximates the value of the

officer’s benefit under other nonqualified pension

plans, determined generally as of December 31, 2008.

These supplemental benefits are neither funded by nor

are a part of the qualified pension plan.

Messrs. Stankey, Stephenson and Stephens, and

Ms. Lee, are eligible to receive SRIP/SERP benefits.

Since January 1, 2009, no new officer has been

permitted to participate in the SERP.

Calculation of Benefit

Under the SRIP/SERP, the target annual retirement

benefit is stated as a percentage of a participant’s

annual salary and annual incentive bonus averaged

over a specified period described below. The

percentage is increased by 0.715% for each year of

actual service in excess of, or decreased by 1.43%

(0.715% for mid-career hires) for each year of actual

service below, 30 years of service. In the event the

participant retires before reaching age 60, a discount

of 0.5% for each month prior to age 60 is applied to

reduce the amount payable under this plan, except

for officers who have 30 years or more of service at

the time of retirement. Of the current NEO SERP

participants, only Ms. Lee has an age or service

discount under this plan at this time. These benefits

are also reduced by any amounts participants receive

under the AT&T Pension Benefit Plan (the qualified

pension plan) and by a frozen, specific amount that

approximates the amount they receive under our

AT&T INC. 82 2022 PROXY

EXECUTIVE COMPENSATION TABLES

other nonqualified pension plans, calculated as if the

benefits under these plans were paid in the form of an

immediate annuity for life.

The salary and bonus used to determine the SRIP/

SERP benefit amount is the average of the

participant’s salary and actual annual incentive

bonuses earned during the 36-consecutive-month

period that results in the highest average earnings

that occurs during the 120 months preceding

retirement. In some cases, the Committee may

require the use of the target bonus, or a portion of

the actual or target bonus, if it believes the actual

bonus is not appropriate. Effective June 16, 2018 for

Messrs. Stephens and Stankey, the annual earnings

used in the SERP’s “highest average earnings” is fixed

at $3.0 million.

The target annual retirement percentage is 60% for

Messrs. Stankey and Stephenson, 55% for

Mr. Stephens, and 50% for Ms. Lee. Beginning in 2006,

the target percentage was limited to 50% for all new

participants (see note above on limiting new

participants after 2008). If a benefit payment under

the plan is delayed by the Company to comply with

Federal law, the delayed amounts will earn interest at

the rate the Company uses to accrue the present

value of the liability, and the interest will be included

in the appropriate column(s) in the “Pension Benefits”

table.

Messrs. Stankey’s and Stephens’ Benefits

Messrs. Stankey’s and Stephens’ SERP benefits were

modified in 2019. For purposes of calculating their

SERP benefits, the Company froze their

compensation and stopped accruing age and service

credits as of December 31, 2019, at which time their

benefits were determined as a lump sum amount,

which thereafter earns interest. The discount rate for

calculating the lump sum as well as the interest

crediting rate is 3.7%.

Mr. Stephenson’s Benefit

Mr. Stephenson’s SERP benefit was modified in 2010.

For purposes of calculating his SERP benefit, the

Company froze his compensation as of June 30, 2010.

He stopped accruing age and service credits as of

December 31, 2012, at which time his benefit was

determined as a lump sum amount, which thereafter

earns interest. The discount rate for calculating the

lump sum as well as the interest crediting rate is 5.8%.

Ms. Lee’s Benefit

Ms. Lee’s SERP benefit will similarly freeze

December 31, 2022, when future compensation, age

and service credits will cease. Her benefit will be

determined as a lump sum amount, and thereafter

earn interest. The discount rate for calculating the

lump sum as well as the interest crediting rate is 2.3%.

Forms of Payment

Annuity

Participants may receive benefits as an annuity

payable for the greater of the life of the participant or

ten years. If the participant dies within ten years after

leaving the Company, then payments for the balance

of the ten years will be paid to the participant’s

beneficiary. Alternatively, the participant may elect to

have the annuity payable for life with 100% or 50%

payable upon his or her death to his or her beneficiary

for the beneficiary’s life. The amounts paid under each

alternative (and the lump sum alternative described

below) are actuarially equivalent. As noted above,

separate distribution elections are made for pre-2005

benefits and 2005 and later benefits.

Lump Sum

Participants may elect that upon retirement at age 55

or later to receive the actuarially determined net

present value of the benefit as a lump sum, rather

than in the form of an annuity. Participants may also

elect to take all or part of the net present value over a

fixed period of years elected by the participant, not to

exceed 20 years, earning interest at the same

discount rate. A participant is not permitted to

receive more than 30% of the net present value of

the benefit before the third anniversary of the

termination of employment, unless he or she is at

least 60 years old at termination, in which case the

participant may receive 100% of the net present value

of the benefit as early as six months after the

termination of employment. Eligible participants

electing to receive more than 30% of the net present

value of the benefit within 36 months of their

termination must enter into a written

noncompetition agreement with us and agree to

forfeit and repay the lump sum if they breach that

agreement.

2022 PROXY 83 AT&T INC.

EXECUTIVE COMPENSATION TABLES