AT&T Legal Chief’s Total Compensation Drops Nearly 30%

The top in-house lawyer at AT&T Inc. saw his total compensation dip 27.2% last year, one in which the company successfully beat back challenges to its $85 billion acquisition of Time Warner Inc.

AT&T disclosed in its 2019 proxy statement filed Wednesday that senior executive vice president and general counsel David McAtee II earned more than $9.35 million last year, down from the $12.85 million he earned the year prior. The decrease, however, is misleading.

McAtee’s total compensation for 2018 was inflated by a $5 million bonus he received for being part of an executive leadership team at the Dallas-based telecommunications giant that “successfully defended our acquisition of Time Warner,” AT&T stated in a proxy statement filed last year. McAtee’s bonus for 2019 was $250,000, according to the proxy filed by the company this week.

AT&T’s 2019 proxy shows a 19.2% increase for McAtee’s non-equity incentive plan compensation, to nearly $2.02 million, up from $1.69 million the year before. McAtee also had a raise in his annual base salary, which now stands at more than $1.27 million, as well as increases for his stock awards, nonqualified deferred compensation earnings, and other forms of compensation.

McAtee, who did not respond to a request for comment about his pay, took over as AT&T’s top in-house lawyer in 2015 after the retirement of the company’s longtime legal chief D. Wayne Watts. Bloomberg data shows that McAtee currently owns roughly $7.74 million in AT&T stock. McAtee is one of a few lawyers inAT&T’s top management team.

John Stephens, a senior executive vice president and CFO at A&T who has a law degree from Saint Louis University, had nearly $16.73 million in total compensation last year, according to the company’s proxy filed this week. Another top lawyer, senior executive vice president and chief compliance officer David Huntley, is not listed as among AT&T’s highest-paid executives.

High-Powered Team

AT&T late last year brought back James Cicconi, a former Akin Gump Strauss Hauer & Feld partner who had retired in September 2016 after nearly two decades at the company, as a senior executive vice president for external affairs.

Cicconi, who had previously served as an AT&T in-house lawyer and the company’s top lobbyist, took over duties from Margaret Peterlin, an attorney and former senior vice president of global and external affairs who left the company at the end of 2019, per a Politico report.

Akin Gump received $320,000 from Akin Gump last year to lobby for the company on federal legislation and regulations related to telecommunications policy, wireless communication, cybersecurity, broadband policy reform, and other matters, according to U.S. Senate filings. Other large law firms like Husch Blackwell, Mayer Brown, and Wiley Rein also handle lobbying work for AT&T and its subsidiaries.

Mayer Brown and Littler Mendelson have handled more than 20% of AT&T’s litigation caseload within the last five years, according to Bloomberg Law data. Other leading firms representing AT&T in court during that timeframe include Kilpatrick Townsend & Stockton, Sidley Austin, Paul Hastings, and Baker Botts.

Sullivan & Cromwell, Arnold & Porter Kaye Scholer, Crowell & Moring, O’Melveny & Myers, and Gibson, Dunn & Crutcher all advised AT&T on its takeover of Time Warner, a mega-merger that upon its completion led to a shakeout in the in-house legal ranks at some of the target company’s former affiliates.