UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(RULE 14a-101)
SCHEDULE 14A INFORMATION
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We don’t wait for the future. 2018
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| Online | Phone | At the virtual meeting |
Shareholders as of the close of business on March 11, 2024, the record date, may vote at the meeting.
The
If you are a registered shareholder or Verizon Boardsavings plan participant, you may vote online at www.envisionreports.com/vz, by telephone or by mailing a proxy card. If you hold your shares through a bank, broker or other institution, you will receive a voting instruction form that explains the various ways you can vote. We encourage you to vote your shares as soon as possible.
March 25, 2024
By Order of the Board of Directors,
William L. Horton, Jr.
Senior Vice President, Deputy General Counsel and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Important Notice Regarding Availability of Proxy Materials for Verizon’s Shareholder Meeting to be Held on May 9, 2024
The 2024 Proxy Statement and 2023 Annual Report on Form 10-K are available at www.edocumentview.com/vz.
We are making the proxy materials first available on or about March 25, 2024.
Date and time
Thursday, May 9, 2024
10:00 AM, Eastern Daylight Time
Online virtual meeting site
meetnow.global/VZ2024
Information on how to access the meeting, vote and ask questions at the meeting, can be found beginning on page 79 of the proxy statement. You will not be able to attend the meeting at a physical location.
Items of business
| • | Elect the 10 Directors identified in the accompanying proxy statement | |
| • | Approve, on an advisory basis, Verizon’s executive compensation | |
| • | Ratify the appointment of the independent registered public accounting firm | |
| • | Act on the shareholder proposals described in the proxy statement that are properly presented at the meeting | |
| • | Consider any other business that is properly brought before the meeting |
The Verizon Board
| From left to right: | |||
| Clarence Otis, Jr. | Daniel Schulman | Hans Vestberg | Rodney Slater |
| Carol Tomé | Shellye Archambeau | Vittorio Colao | Melanie Healey |
| Gregory Weaver | Laxman Narasimhan | Mark Bertolini | Roxanne Austin |
A message from Hans Vestberg, our Chairman and CEO, and Clarence Otis, Jr., our Independent Lead Director
2023 was a critical year for Verizon, as we took several important steps to position ourselves for renewed growth and profitability, as well as continued leadership into the future.
Most significantly, at the beginning of 2023 we appointed the leadership team that will drive the next phase of Verizon’s growth. In the first quarter, we announced that four well-respected industry veterans would assume these new roles in the company:
| • | Tony Skiadas, Chief Financial Officer |
| • | Sowmyanarayan Sampath, CEO of Verizon Consumer |
| • | Kyle Malady, CEO of Verizon Business |
| • | Joe Russo, President of Global Networks and Technology |
That team hit the ground running, making significant changes to how we operate. Both the Consumer and Global Network organizations were restructured to enable a more regional, targeted market approach. The Consumer and Business teams also evolved their commercial models and employee incentives to increase their focus on providing the services and products that customers need and want while maintaining the profitability of the company.
The Finance team supported these efforts while simultaneously strengthening our balance sheet to allow us financial flexibility in the future. At the same time, the Global Network team continued to lay the foundation of our future mobility and broadband growth by expanding the coverage of our C-Band wireless spectrum throughout the country.
This leadership team’s work has already yielded strong results. In 2023:
| • | We increased our wireless subscriber base by appproximately 1.5 million connections, expanding our wireless business that was already the largest in the country |
| • | We grew our fixed wireless access subscriber base to more than 3 million – representing a significant business that did not exist a few years ago |
| • | We grew our wireless service revenue, which reflects the recurring revenue from our wireless operations, by a healthy 3.2% |
These results are indicative of the momentum we have in the business as we enter 2024. This year we expect to continue to see the benefits of our strategic decision to invest in C-Band spectrum. C-Band gives us a competitive advantage in the areas where it is deployed and will be the basis for our wireless mobility and fixed wireless access growth for years to come.
While our strong operational and financial results were important, equally important was that we achieved them in the right way. From logging over 530,000 volunteer hours, to recycling or reusing nearly 47 million pounds of e-waste, to enabling our customers to avoid over 20 million metric tons of CO₂e, our V Team employees supported our communities throughout the year at the same time they were providing excellent service to our customers.
We look forward to building on our success in 2024.
| Sincerely, | |
 |  |
| Hans Vestberg Chairman and Chief Executive Officer | Clarence Otis, Jr. Independent Lead Director |
Table of contents
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
This summary highlights information contained in the proxy statement and does not contain all of the information you should consider. We encourage you to read the entire proxy statement before voting. For information regarding Verizon’s 2023 performance, please read Verizon’s 2023 Annual Report on Form 10-K.
| 2023 highlights | ||
 | Wireless Service Revenue up 3.2% Raised dividend for 17th consecutive year | |
| MyPlan Launch Netflix + MAX bundle Most awarded for Wireless Network Quality - JD Power | |
| Consumer - Postpaid phone net adds improved compared to 2022 every quarter Business - 10 consecutive quarters with at least 125,000 postpaid phone net adds Broadband - >400,000 net adds per quarter | |
Meeting information
Date and time May 9, 2024 at 10:00 AM, Eastern Daylight Time
Online virtual meeting The meeting will be held virtually via the Internet at meetnow.global/VZ2024, where you will be able to vote electronically and submit questions during the meeting.
Record date March 11, 2024
Meeting access, submission of questions and voting information can be found beginning on page 79.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Agenda and voting recommendations
 | Item 1: Election of Directors | |
| The Board of Directors recommends that you vote FOR the election of the Board’s nominees. | ||
| The Director candidates nominated by our Board of Directors are all proven leaders with a strong sense of integrity and respect for differing viewpoints. As a group, they bring a mix of backgrounds, perspectives, skills, experiences and expertise that contributes to a well-rounded Board that is uniquely positioned to effectively oversee Verizon’s strategy and businesses. For additional information about the Director candidates and their respective qualifications, please see the “Governance” section beginning on page 1. |
| Our nominees’ skills and experience | ||
| 9 | Consumer/B2B/retail | |
| 3 | Cybersecurity | |
| 9 | Financial expertise | |
| 2 | Marketing and brand management | |
| 5 | Regulatory/public policy | |
| 10 | Risk management | |
| 10 | Strategic planning | |
| 5 | Technology | |
| 4 | Telecommunications | |
Board diversity*
40%
ethnic/racial diversity
30%
women
Board tenure and age*
7.3
years
average
tenure
64
years old
average
age
| * | Based on our 10 nominees as of March 25, 2024. See Appendix A for the Board diversity disclosure required by Rule 5606 of the Nasdaq Stock Market (Nasdaq), which reflects the diversity of all 12 Directors serving as of March 25, 2024. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Our nominees at a glance
 |  |  |  |  |
| Shellye Archambeau | Roxanne Austin | Mark Bertolini | Vittorio Colao | Laxman Narasimhan |
 |  |  |  |  |
| Clarence Otis, Jr. | Daniel Schulman | Rodney Slater | Carol Tomé | Hans Vestberg |
| Name | Committee membership* | Key skills and experience | ||||
| Audit | Corporate Governance and Policy | Finance | Human Resources | |||
| Shellye Archambeau Former Chief Executive Officer, MetricStream, Inc. |  |  |  | Marketing and brand management Risk management Technology | ||
| Roxanne Austin President and CEO, Austin Investment Advisors | | |  | Cybersecurity Financial expertise Strategic planning | ||
| Mark Bertolini Chief Executive Officer, Oscar Health, Inc. | | | | Financial expertise Regulatory/public policy Strategic planning | ||
| Vittorio Colao Former Chief Executive, Vodafone Group Plc | | | | Consumer/B2B/retail Technology Telecommunications | ||
| Laxman Narasimhan Chief Executive Officer, Starbucks Corporation | | | | Consumer/B2B/retail Risk management Strategic planning | ||
| Clarence Otis, Jr. Former Chairman and CEO, Darden Restaurants, Inc. Lead Director | | | | | Consumer/B2B/retail Financial expertise Risk management | |
| Daniel Schulman Former President and CEO, PayPal Holdings, Inc. | | | Cybersecurity Strategic planning Technology | |||
| Rodney Slater Senior Partner, Squire Patton Boggs LLP | | | | Regulatory/public policy Risk management Strategic planning | ||
| Carol Tomé Chief Executive Officer, United Parcel Service, Inc. | | | Consumer/B2B/retail Financial expertise Strategic planning | |||
| Hans Vestberg Chairman and CEO, Verizon Communications Inc. | Strategic planning Technology Telecommunications | |||||
| * | Committee memberships are as of March 25, 2024. |
| Independent | | Committee Chair | | Audit Committee Financial Expert |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Governance highlights
Our Board has adopted robust governance structures and practices to enhance our independent oversight, effectiveness and accountability to shareholders.
| • 11 of our 12 current Directors are independent
• Regular executive sessions of independent Directors | |
| Board effectiveness | • Active Board refreshment plan with a focus on diversity, with six new Directors added since 2017, half of whom are women or diverse with respect to race or ethnicity • Orientation program for new Directors and continuing education for all Directors • Limits on other public board service • Annual Board and committee assessments • Average tenure goal for independent Directors | |
| Accountability to shareholders | • Annual election of all Directors by majority voting • Shareholder right to call special meetings • Proxy access right with market terms • No poison pill, and shareholder ratification required for any future poison pill • No dual-class shares or voting right restrictions • Robust stock ownership requirements for executive officers and Directors • Proactive year-round shareholder engagement program | |
| 2023 Environmental, Social and Governance (ESG) highlights | • Issued fifth US$1 billion green bond, with final allocation completed and a sixth US$1 billion green bond issued in February 2024 • Set a new interim target to source renewable energy equivalent to 100% of our total annual electricity consumption by 2030 • Top 10 ranking and Telecom Industry Leader in Just Capital’s 2023 America’s Most JUST companies • Published third TCFD-aligned report |
| Item 2: Advisory vote to approve executive compensation | |
| The Board of Directors recommends that you vote FOR this proposal. | ||
| We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis and Compensation Tables beginning on pages 23 and 40, respectively. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Executive compensation program highlights
Our executive compensation program reflects Verizon’s commitment to industry-leading compensation and governance practices. For a detailed discussion of the executive compensation program, please see the Compensation Discussion and Analysis beginning on page 23.
| Compensation strategy | • Align executives’ and shareholders’ interests • Attract, retain and motivate high-performing executives | |
| Pay-for- performance essentials | • Approximately 90% of named executive officers’ total compensation opportunity is variable, incentive-based pay • Defined benefit pension and supplemental executive retirement benefits frozen over 15 years ago • Quantitative ESG metric in Short-Term Incentive Plan (Short-Term Plan) | |
| Best practice highlights | • Shareholder approval policy for severance benefits • No cash severance benefits for the Chief Executive Officer (CEO) • Significant executive share ownership requirements • Clawback policies • Anti-hedging policy • No tax gross-ups • No executive employment agreements |
The summary below shows the 2023 compensation for each of our named executive officers, as required to be reported in the Summary Compensation table pursuant to U.S. Securities and Exchange Commission (SEC) rules. For more information, please see the notes accompanying the Summary Compensation table beginning on page 40.
| Name and principal position | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | ||||||||
| Hans Vestberg Chairman and Chief Executive Officer | 1,500,000 | 0 | 18,000,042 | 0 | 4,087,500 | 0 | 541,775 | 24,129,317 | ||||||||
| Anthony Skiadas* Executive Vice President and Chief Financial Officer | 741,667 | 0 | 7,000,069 | 0 | 1,076,375 | 0 | 113,202 | 8,931,313 | ||||||||
| Sowmyanarayan Sampath** Executive Vice President and Group CEO – Verizon Consumer | 1,016,667 | 0 | 8,500,049 | 0 | 1,716,750 | 0 | 146,496 | 11,379,962 | ||||||||
| Kyle Malady** Executive Vice President and Group CEO – Verizon Business | 983,333 | 0 | 8,000,027 | 0 | 1,635,000 | 2,959 | 188,884 | 10,810,203 | ||||||||
| Craig Silliman Executive Vice President and President – Verizon Global Services | 900,000 | 0 | 7,500,021 | 0 | 1,471,500 | 633 | 172,028 | 10,044,182 | ||||||||
| Matthew Ellis* Former Executive Vice President and Chief Financial Officer | 444,551 | 0 | 7,000,052 | 0 | 517,750 | 0 | 4,990,096 | 12,952,449 |
| * | Mr. Skiadas succeeded Mr. Ellis as Executive Vice President and Chief Financial Officer effective April 29, 2023. Prior to that appointment, Mr. Skiadas served as Verizon’s Senior Vice President and Controller. Mr. Ellis separated from Verizon on April 29, 2023. |
| ** | Mr. Sampath served as Executive Vice President and Group CEO – Verizon Business until March 2, 2023, and Mr. Malady succeeded Mr. Sampath in that role on that date. Prior to that appointment, Mr. Malady served as Executive Vice President and President – Global Networks and Technology. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Item 3: Ratification of auditors | |
| The Board of Directors recommends that you vote FOR ratification. | ||
| We are asking shareholders to ratify the Audit Committee’s appointment of Ernst & Young LLP (Ernst & Young) as Verizon’s independent registered public accounting firm for 2024. For information on fees paid to Ernst & Young in 2023 and 2022, please see page 59. |
 | Item 4-10: Shareholder proposals | |
| The Board of Directors recommends that you vote AGAINST each of the shareholder proposals. | ||
| In accordance with SEC rules, we have included in this proxy statement proposals submitted by shareholders for consideration, if presented at the meeting. The proposals can be found beginning on page 64. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
We believe that good governance starts with an independent, effective and diverse Board. Our Board is one of Verizon’s most critical strategic assets. As such, the composition of the Board evolves along with our strategic needs for the future. We believe we are more likely to achieve sustainable growth in shareholder value when our Board has the right mix of skills, expertise and tenure, and can devote sufficient time to their duties as active and engaged members of our Board.
The Corporate Governance and Policy Committee is strategic and purposeful in its approach to refreshment and succession planning. The Committee considers the following key factors when nominating Directors:
| • | Consumer/B2B/retail |
| • | Cybersecurity |
| • | Financial expertise |
| • | Marketing and brand management |
| • | Regulatory/public policy |
| • | Risk management |
| • | Strategic planning |
| • | Technology |
| • | Telecommunications |
| • | Diversity. The Committee recognizes that a diverse set of viewpoints and practical experiences enhances the effectiveness of our Board in assessing the challenges and opportunities impacting our business and helping management achieve better outcomes. In evaluating Director candidates, the Committee considers how a candidate’s particular background, experience, qualifications, attributes and skills may complement, supplement or duplicate those of other prospective candidates. The Committee seeks a diverse group of candidates who possess the requisite judgment, background, skill, expertise and time, as well as diversity with respect to race, ethnicity and gender, to strengthen and increase the diversity, breadth of skills and qualifications of the Board. See Appendix A for the Board diversity disclosure required by Nasdaq Rule 5606. |
| • | Age and tenure. The Committee believes it is important to bring new perspectives and talents to the Board on a regular basis. Verizon does not have term limits for Directors because the Board recognizes that Directors who have served on the Board for an extended period can provide valuable insight into Verizon’s operations and future based on their experience with, and understanding of, Verizon’s history, policies and objectives. As an alternative to term limits, the Board seeks to maintain an average tenure of nine years or less for its independent Directors. In addition, to encourage new viewpoints on the Board, the Board seeks to add at least one new Director every two years on average. We have exceeded this goal by adding six new Directors since 2017, half of whom are women or diverse with respect to race or ethnicity. Under Verizon’s Corporate Governance Guidelines, a Director must retire from the Board the day before the annual meeting of shareholders that follows his or her 72nd birthday. |
| • | Board size. The Committee periodically evaluates whether to change the size of the Board based on the Board’s needs and the availability of qualified candidates. |
| • | Board dynamics. The Committee considers each Director candidate’s individual contribution or potential contribution to the Board as a whole and strives to maintain one hundred percent active and collaborative participation. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Our Board’s independence
Verizon’s Corporate Governance Guidelines establish standards for evaluating Director independence and require that a substantial majority of the Directors be independent. The Board determines the independence of each Director under New York Stock Exchange (NYSE) and Nasdaq governance standards, as well as the more stringent standards included in the Corporate Governance Guidelines. These standards identify the types of relationships that, if material, could impair independence, and fix monetary thresholds at which the relationships are considered to be material. The Corporate Governance Guidelines are available on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance. The Corporate Governance and Policy Committee conducts an annual review of any relevant business relationships that each Director may have with Verizon and reports its findings to the full Board. Based on the Committee’s recommendation, the Board has determined that all of the non-employee Director candidates meet the independence requirements of applicable law, the NYSE, Nasdaq and Verizon’s Corporate Governance Guidelines: Ms. Archambeau, Ms. Austin, Mr. Bertolini, Mr. Colao, Mr. Narasimhan, Mr. Otis, Mr. Schulman, Mr. Slater and Ms. Tomé. The Board also determined that Ms. Healey, who is not standing for re-election, and Mr. Weaver, who is not standing for re-election as a result of the retirement standard in our Guidelines, were independent. Additionally, the Board has determined that each member of the Audit Committee and the Human Resources Committee meets the additional, heightened independence criteria applicable to such committee members under the applicable NYSE and Nasdaq rules. The employers or former employers of Mr. Bertolini, Mr. Narasimhan, Mr. Schulman, and Ms. Tomé each made payments to Verizon for telecommunications services during 2023. In addition, during 2023 Verizon made payments to Mr. Bertolini’s former employer for fees relating to investment of pension plan assets, to Mr. Narasimhan’s employer for Starbucks gift cards purchased by Verizon customers, to Mr. Schulman’s former employer for processing fees relating to payments to and from our customers in connection with Verizon services and wireless devices, and to Ms. Tomé’s employer for shipping services. Applying the independence standards above, the Board considered the foregoing payments and determined that these general business transactions and relationships are not material and did not impair the ability of the Director to act independently. | What ESG skills and experience do our Directors bring to the boardroom?
ESG is incorporated into strategic and operational decision-making at Verizon. Each of our Directors has skills and experience in one or more aspects of ESG, including: • business ethics and compliance • cybersecurity and data privacy • diversity, equity and inclusion • environmental sustainability, including renewable energy • governance • network reliability and resilience • regulatory and public policy trends • responsible business and corporate social responsibility • risk management • talent attraction, retention and development |
Director nominations
The Corporate Governance and Policy Committee considers and recommends candidates for our Board. The Committee reviews all nominations submitted to Verizon, including individuals recommended by shareholders, Directors or members of management. The Committee also retains executive search firms from time to time to help identify and evaluate potential candidates.
Any shareholder who wishes to recommend a Director candidate to the Committee for its consideration should write to the Assistant Corporate Secretary at the address provided under “Contacting us.” A recommendation for a Director candidate should include the candidate’s name, biographical data and a description of the candidate’s qualifications in light of the requirements described below. If we make any material changes to the Committee’s procedure for considering and nominating candidates, we will file a report with the SEC and post the information on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Committee reviews the qualifications of each candidate for election or re-election to the Board. For incumbent Directors, this review includes the Director’s participation in and contributions to the activities of the Board, the Director’s independence and past meeting attendance, and whether the Director’s skills and expertise continue to align with Verizon’s long-term business strategy. After the Committee evaluates all candidates for Director, it presents its recommendation to the Board. The Committee also discusses with the Board any candidates who the Committee considered but did not recommend for election or re-election.
Before being nominated, each candidate for election and each incumbent Director standing for re-election must consent to stand for election or re-election and provide certain representations required under Verizon’s bylaws. Each candidate who is standing for election must also submit an irrevocable resignation, which will only become effective if (i) our Board or any Committee determines that any of the required representations were untrue in any material respect, or that the candidate breached any obligation under Verizon’s bylaws, or (ii) the candidate does not receive a majority of the votes cast at the annual meeting of shareholders, and the independent members of our Board decide to accept the resignation. Any decision about a resignation following an incumbent Director’s failure to obtain a majority of the votes cast will be disclosed within 90 days after the election results are certified.
Director criteria, qualifications and experience
To be eligible for consideration, any proposed Director candidate must:
| • | Possess exemplary ethics and integrity |
| • | Have proven judgment and competence |
| • | Have professional skills and experience that align with the needs of Verizon’s long-term business strategy and complement the experience represented on the Board |
| • | Have demonstrated the ability to act independently and be willing to represent the long-term interests of all shareholders and not just those of a particular constituency or perspective |
| • | Be willing and able to devote sufficient time to fulfill responsibilities to Verizon and our shareholders |
Election process
Verizon’s Directors are elected annually for a term of one year. We believe annual elections are consistent with good corporate governance because they foster Director accountability and increase shareholder confidence. Verizon’s bylaws require Directors to be elected by a majority of the votes cast in an uncontested election.
Nominees for election
Our Board has nominated the 10 candidates below, all of whom currently serve as Directors of Verizon, for election as Directors.
Each candidate has consented to stand for election, and we do not anticipate that any candidate will be unavailable to serve. If any candidate were to become unavailable before the election, the proxy committee could vote the shares it represents for a substitute named by the Board. Each candidate has submitted an irrevocable, conditional letter of resignation that our Board will consider if that candidate fails to receive a majority of the votes cast.
Biographical information for each Director nominee follows, including career highlights, the key skills and experience that we believe each Director nominee brings to our Board, and other public board directorships. All of our nominees bring more qualifications to the Board than those highlighted in their biographies, and these are reflected in the aggregate Board composition statistics provided in the Proxy Summary.
When deciding to re-nominate these Directors, the Corporate Governance and Policy Committee and the Board considered each Director’s individual qualifications, as well as the aggregate of skills and experience represented on the Board, in light of the Company’s strategy and expected future business needs.
 | The Board of Directors recommends that you vote FOR the election of the following Director candidates. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Shellye Archambeau | ||
 | Independent Director since: 2013 Age: 61 Committees: Audit | |
Key skills and experience:
| • | Leadership: Highly regarded and accomplished executive with over 30 years of experience building and scaling consumer and B2B businesses in the technology industry. As CEO of MetricStream, led the company’s transformation into a leader in Governance, Risk and Compliance solutions. |
| • | Marketing and brand management: Served as Chief Marketing Officer at two public companies (Loudcloud and NorthPoint Communications), leading the design and implementation of all sales and marketing strategies and driving revenue growth. As President of Blockbuster.com, launched the entertainment retailer’s first online presence. |
| • | Risk management: Acquired significant expertise with integrated enterprise risk management, regulatory compliance functions and quality, vendor and audit management software solutions across a wide array of industries during her tenure at MetricStream, as well as through service on the audit committees of Verizon, Okta and Arbitron. |
| • | Technology: Gained valuable experience developing and marketing emerging technology applications and solutions, including internet infrastructure, cloud-based and identity security services, business software platforms, e-commerce and digital media. |
Career highlights:
| ° | Chief Executive Officer (2002-2018) |
Other public company boards:
Okta, Inc. (since 2018)
Roper Technologies, Inc. (since 2018)
Nordstrom, Inc. (2015-2022)
| Roxanne Austin | ||
 | Independent Director since: 2020 Age: 63 Committees: Audit (Chair) | |
Key skills and experience:
| • | Leadership: Seasoned leader who served as CEO of Move Networks, President and COO of DIRECTV, and CFO of Hughes Electronics. Named 2018 Director of the Year – Corporate Leadership and Service by the Forum for Corporate Directors and one of the most influential directors in the board room by the National Association of Corporate Directors in 2022 and 2013. Serves as co-chair of the annual Corporate Governance Conference at Northwestern’s Kellogg School of Management. |
| • | Cybersecurity: Acquired significant cybersecurity experience through her extensive management and operating roles in a range of technology industries, including service as a director of CrowdStrike, a leader in cloud-delivered endpoint protection. |
| • | Financial expertise: Developed a comprehensive background in finance and accounting as a public company audit committee member, CFO of Hughes Electronics and a partner at Deloitte & Touche LLP. Chaired the Mid Market Investment Advisory Committee of EQT Partners from 2017 to 2023. |
| • | Strategic planning: Oversaw a dramatic turnaround of the business within one year of her arrival at DIRECTV, with cash flow increasing from negative $400 million annually to cash flow positive by $400 million, and revenue increasing by 40%. Overhauled customer service at DIRECTV, resulting in the company winning J.D. Power’s award ranking #1 in customer satisfaction. |
Career highlights:
| • | President and Chief Executive Officer of Austin Investment Advisors, a private investment and consulting firm (2003-present) |
| • | President and Chief Executive Officer of Move Networks, Inc., an IP-based television delivery service (2009-2010) |
| • | President and Chief Operating Officer of DIRECTV, Inc., a digital television entertainment service (2001-2003) |
| • | Chief Financial Officer and various executive positions at Hughes Electronics Corporation (1993-2001) |
| • | Audit Partner and various audit positions at Deloitte & Touche LLP (1983-1993) |
Other public company boards:
AbbVie, Inc. (since 2013)
CrowdStrike Holdings, Inc. (since 2018)
Freshworks Inc. (since 2021)
Abbott Laboratories Inc. (2000-2022)
Teledyne Technologies Incorporated (2006-2021)
Target Corporation (2002-2020)
Ericsson (2008-2016)
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Mark Bertolini | ||
 | Independent Director since: 2015 Age: 67 Committees: Finance (Chair) | |
Key skills and experience:
| • | Leadership: Recognized as an accessible, forward-thinking and solutions-oriented leader. Transformed Aetna from a traditional health insurance company to a consumer-oriented health care company focused on delivering holistic integrated care to local communities and serving over 46 million people. |
| • | Financial expertise: Developed deep financial and risk management expertise in his executive roles at Aetna and as a board member of MassMutual Life Insurance Company, a leading life insurance mutual company. Served as Co-Chief Executive Officer of Bridgewater Associates, the world’s largest hedge fund, from 2022 to 2023, and continues to serve on the board of Bridgewater. |
| • | Regulatory/public policy: A national health care thought leader with extensive regulatory and public policy experience. Successfully navigated changes in the health insurance marketplace resulting from the Affordable Care Act and led Aetna through antitrust reviews of various acquisitions and proposed acquisitions. |
| • | Strategic planning: Led Aetna through a period of strategic and regulatory transformation and domestic and international growth through strategic acquisitions and dispositions, culminating in the $78 billion acquisition of Aetna by CVS completed in 2018. |
Career highlights:
| • | Chief Executive Officer of Oscar Health, Inc., a health insurance company built around a full stack technology platform (April 2023-present) |
| • | Co-Chief Executive Officer of Bridgewater Associates, LP, a global investment management firm (2022-March 2023) |
| • | Aetna Inc., a multi-national, Fortune 100 diversified healthcare benefits company |
| ° | Chairman (2011-2018) | ||
| ° | Chief Executive Officer (2010-2018) | ||
| ° | President (2007-2010) | ||
| ° | Other executive positions (2003-2007) |
Other public company boards:
Oscar Health, Inc. (since April 2023)
CVS Health Corporation (2018-2020)
| Vittorio Colao | ||
 | Independent Director since: 2022 Age: 62 Committees: Corporate Governance and Policy | |
Key skills and experience:
| • | Leadership: Built and transformed Vodafone Group Plc through organic growth, acquisitions and sales into one of the world’s largest communications companies with mobile operations in 24 countries and partnerships in over 40 more countries. |
| • | Consumer/B2B/retail: Grew Vodafone to serve, directly and through joint ventures, approximately 640 million mobile customers, 21 million broadband customers and 14 million TV customers. Additional consumer experience with RCS MediaGroup, a leading Italian publishing company. |
| • | Technology: Led Vodafone in the rapid and continuous development of mobile and other communications technology, with intensive capital spending to enhance high speed mobile networks, provide broadband and enterprise services, enhance the secure exchange of data, and develop 5G and the internet of things. |
| • | Telecommunications: Brings a valuable global perspective on, and extensive operational experience with, the rapidly changing telecommunications industry. Led Italy’s efforts to roll out broadband and 5G connectivity across the country as Italian Minister for Innovation, Digital Transition and Space. Provides unique insight into Verizon Wireless’ business as a result of his five-year tenure on the Board of Representatives when Verizon Wireless was still a joint venture between Vodafone and Verizon. |
Career highlights:
| • | Italian Minister for Innovation, Digital Transition and Space (2021-2022) |
| • | Vodafone Group Plc, a global mobile communications company |
| ° | Chief Executive (2008-2018) | ||
| ° | Director (2006-2018) | ||
| ° | Other executive positions, including Regional Chief Executive Officer for Southern Europe, Middle East and Africa (1999-2004) |
| • | Member, Verizon Wireless Board of Representatives (2008-2013) |
| • | Senior Advisor, Vice Chairman EMEA, General Atlantic (2019-2021; 2023-present) |
Other public company boards:
Unilever PLC and Unilever N.V. (2015-2021)
Mr. Colao previously served on our Board from 2019 to 2021.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Laxman Narasimhan | ||
 | Independent Director since: 2021 Age: 56 Committees: Audit | |
Key skills and experience:
| • | Leadership: Insightful and strategic leader with wide experience across the consumer goods sector and a proven track record in developing purpose-led brands, including as CEO of Starbucks and Reckitt Benckiser Group Plc, a global consumer health, hygiene and nutrition company. Credited with improving sales and profit while managing approximately $18 billion in revenue at businesses across 100 countries and 125,000 employees as CEO of PepsiCo’s Latin America, Europe and Sub-Saharan Africa operations. |
| • | Consumer/B2B/retail: Provides valuable expertise and thought leadership in helping complex, global consumer-facing businesses improve demand and widespread appeal for core brand name labels. Prior to joining Starbucks, Reckitt Benckiser and PepsiCo, spent 19 years at McKinsey & Company, focusing on its consumer, retail and technology practices in the United States, Asia and India. |
| • | Risk management: Developed significant risk management experience, including supply chain risk management experience, while piloting Reckitt Benckiser through the supply chain disruptions of the COVID-19 pandemic. |
| • | Strategic planning: Articulated corporate purpose at Reckitt Benckiser and led the company through a major strategic transformation and a return to sustainable growth. Eliminated complexity and simplified operations in order to remain agile and manage surging demand for certain consumer products during the COVID-19 pandemic. |
Career highlights:
| ° | Chief Executive Officer (2023-present) | ||
| ° | Chief Executive Officer-elect (2022-2023) |
| • | Chief Executive Officer of Reckitt Benckiser Group Plc, a global consumer-goods company (2019-2022) |
| • | PepsiCo, Inc., a leading global food and beverage company |
| ° | Global Chief Commercial Officer (2019) | ||
| ° | Chief Executive Officer, Latin America, Europe and Sub-Saharan Africa (2017-2019) | ||
| ° | Other executive positions (2012-2017) |
Other public company boards:
Starbucks Corporation (since 2023)
Reckitt Benckiser Group Plc (2019-2022)
| Clarence Otis, Jr. (Lead Director) | ||
 | Independent Director since: 2006 Age: 67 Committees: Audit | |
Key skills and experience:
| • | Leadership: Led Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world, as CEO for 10 years, achieving sales growth of over 75% during the period. Known as a purpose-driven and values-based leader, with Darden being recognized by Fortune magazine for four consecutive years during his tenure as one of its 100 Best Companies to Work For. Named one of the most influential directors in the board room by the National Association of Corporate Directors in 2019. |
| • | Consumer/B2B/retail: Brings deep and valuable insights into consumer services and retail operations gleaned from his experience leading a Fortune 500 company that owned well-known national consumer brands including Olive Garden, LongHorn Steakhouse, Red Lobster and Capital Grille. Further consumer and retail expertise through board position at VF Corporation, which owns well-known national brands including Timberland and North Face. |
| • | Financial expertise: Gained substantial financial expertise through, among other roles, investment banking positions of increasing seniority over 12 years, the CFO role at Darden, serving as a director of the Federal Reserve Bank of Atlanta and as trustee or director of mutual funds pursuing a wide array of investment strategies. |
| • | Risk management: Acquired significant expertise with financial risk assessment and enterprise risk management during his career in investment banking and at Darden, as well as through his many years of service on the Federal Reserve Bank of Atlanta Board, the audit committees of VF Corporation and Verizon, the Investment & Capital Markets Committee of Travelers and as a trustee of 138 funds within the MFS Mutual Funds complex. |
Career highlights:
| ° | Chairman (2005-2014) | ||
| ° | Chief Executive Officer (2004-2014) | ||
| ° | Other executive positions (1995-2014) |
| • | Director of the Federal Reserve Bank of Atlanta (2010-2015) |
| • | Investment banker and lawyer specializing in securities and finance |
Other public company boards:
The Travelers Companies, Inc. (since 2017)
VF Corporation (since 2004)
MFS Mutual Funds complex (since 2017)
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Daniel Schulman | ||
 | Independent Director since: 2018 Age: 66 Committees: Human Resources (Chair) | |
Key skills and experience:
| • | Leadership: Built a career as a successful and dynamic leader in the fiercely competitive technology and e-commerce space, with a proven track record of creating shareholder value through innovation and a focus on values at numerous companies, including PayPal, which reached approximately 430 million active accounts across more than 200 markets, Priceline, and Virgin Mobile USA. |
| • | Cybersecurity: Gained extensive cybersecurity and risk management experience as a director of Symantec Corporation, a global leader in cybersecurity, for nearly 20 years, including serving as the independent chairman for 6 years. |
| • | Strategic planning: Spearheaded innovation and growth at start-ups and established companies, including Priceline, where he grew annual revenues from $20 million to nearly $1 billion over two years, Virgin Mobile USA, where he successfully built a pre-paid cellphone business, American Express, where he expanded global mobile and online payment services, and PayPal, where he achieved significant revenue growth. |
| • | Technology: Acquired significant expertise in mobile technology and digital innovation over a long career spanning the telecommunications, financial technology and e-commerce industries. |
Career highlights:
| ° | President and Chief Executive Officer (2015-September 2023) | ||
| ° | President and CEO-Designee (2014-2015) |
| • | Group President of the Enterprise Group at American Express Company (2010-2014) |
| • | President of the Prepaid Group at Sprint Nextel Corporation (2009-2010) |
| • | Founding CEO of Virgin Mobile USA, Inc. (2001-2009) |
| • | President and CEO of Priceline Group, Inc. |
| • | Various executive positions, including President of the Consumer Markets Division, at AT&T, Inc. |
Other public company boards:
Lazard, Inc. (since February 2024)
Cisco Systems, Inc. (since October 2023)
PayPal Holdings, Inc. (2015-December 2023)
NortonLifeLock Inc. (formerly Symantec Corporation) (2000-2019)
| Rodney Slater | ||
 | Independent Director since: 2010 Age: 69 Committees: Corporate Governance and Policy | |
Key skills and experience:
| • | Leadership: Visionary and thoughtful leader in the transportation and infrastructure space, with extensive experience gained through service as U.S. Secretary of Transportation and previous board positions at Kansas City Southern, Transurban Group and Delta Air Lines. Nationally recognized for innovative infrastructure development and forging strategic public and private partnerships. As U.S. Secretary of Transportation, oversaw national transportation policy, spearheaded several historic legislative measures, including record funding for surface transportation investment and aviation safety and security, promoted intermodal transportation systems and led effort to significantly expand high speed rail network. |
| • | Regulatory/public policy: Brings a strategic, collaborative and result-oriented approach to oversight of regulatory and public policy issues developed over his long and accomplished career in both the public and private sectors. |
| • | Risk management: Globally recognized advisor for reputational risk management, corporate compliance and emergency preparedness, having served as an independent monitor/advisor for Toyota, Takata and Fiat Chrysler as these companies worked through safety issues, and coordinated the Federal Highway Administration’s response to several major natural disasters. |
| • | Strategic planning: Implemented a groundbreaking strategic plan for the U.S. Department of Transportation to expand its focus on safety, mobility and access, economic development and trade, the environment and national security. Developed an innovative financing and contracting program at the Federal Highway Administration that produced significant operational and cost efficiencies. |
Career highlights:
| ° | Senior Partner (2023-present) | ||
| ° | Partner (2001-2023) |
| • | U.S. Secretary of Transportation (1997-2001) |
| • | Administrator, Federal Highway Administration (1993-1997) |
| • | Various policy positions with the State of Arkansas |
Other public company boards:
Stagwell Inc. (since 2021)
EVgo Inc. (2021-May 2023)
Kansas City Southern (2001-2019)
Transurban Group (2009-2018)
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Carol Tomé | ||
 | Independent Director since: 2021 Age: 67 Committees: Finance | |
Key skills and experience:
| • | Leadership: Accomplished and skillful leader with a proven track record in growing and innovating at both consumer and B2B businesses with large geographic footprints and employee bases. Guided UPS through an unprecedented surge in demand while improving competitiveness and reducing bureaucracy during the COVID-19 pandemic. Spearheaded initiatives to improve the employee experience and maintain a strong talent pipeline. Demonstrated strong financial leadership as CFO for over 18 years at Home Depot, with responsibility for all corporate finance matters including financial reporting, financial planning and analysis, financial operations, internal audit, investor relations and tax. Led strategic business development during a critical time for Home Depot, as well as the IT and cybersecurity function. |
| • | Consumer/B2B/retail: Leading efforts at UPS to optimize B2B profits through the use of automated technologies and enhanced distribution networks to improve delivery volumes. Reinvigorated Home Depot’s consumer business while navigating the Great Recession and housing crisis. |
| • | Financial expertise: Gained extensive and deep corporate finance expertise during her tenure at Home Depot, during her service on the Board of the Federal Reserve Bank of Atlanta, where she served as both Vice-Chair and Chair of the Board, and during her tenure as chair of the audit committee of UPS from 2018 to 2020. |
| • | Strategic planning: Driving efforts to strengthen network capabilities and supply chain infrastructure at UPS through investments in digital technologies. Played a pivotal role in strategic business development at Home Depot as it transformed into one of the world’s largest retailers – during her tenure as CFO, Home Depot doubled sales to over $108 billion and generated a 450% increase in shareholder value. |
Career highlights:
| • | Chief Executive Officer of United Parcel Service, Inc., the world’s largest package delivery company and a premier provider of global supply chain management solutions (2020-present) |
| • | The Home Depot, Inc., one of the world’s largest home improvement retailers |
| ° | Executive Vice President – Corporate Services and Chief Financial Officer (2007-2019) | |
| ° | Chief Financial Officer (2001-2007) | |
| ° | Other executive positions (1995-2001) |
Other public company boards:
United Parcel Service, Inc. (since 2003)
Cisco Systems, Inc. (2019-2020)
Certain Fidelity Mutual Funds (2017)
Ms. Tomé previously served on our Board in 2020.
| Hans Vestberg (Chairman) | ||
 | Director since: 2018 Age: 58 | |
Key skills and experience:
| • | Leadership: Driving Verizon’s leadership position in the deployment of 5G technology and multi-access edge computing in the U.S. Built an industry-leading telecommunications software and services organization at Ericsson, one of the world’s largest telecommunications companies. Member of the board of directors of the United Nations Foundation that actively works with the U.N.’s Sustainable Development Goals. Effectively navigated the challenges of the COVID-19 pandemic, creating a cohesive workplace culture with a focus on diversity, equity and inclusion. |
| • | Strategic planning: Architect of Verizon’s “one network for all” 5G strategy. Implemented bold and innovative strategic changes, including Verizon 2.0, the transformation of Verizon’s operating model to a customer-focused business served by industry-leading networks, as well as Ericsson’s successful diversification into the software and services business from its traditional hardware-centric business. |
| • | Technology: Gained significant expertise in mobile technology and telecommunications network architecture as Verizon’s Chief Technology Officer and over his 25-year career at Ericsson. |
| • | Telecommunications: Brings to the Board extensive operational and strategic experience and a deep understanding of the challenges and opportunities presented in the evolving global telecommunications landscape, as well as in-depth knowledge of Verizon’s businesses. |
Career highlights:
| ° | Chairman (2019-present) and Chief Executive Officer (2018-present) | ||
| ° | Executive Vice President, President – Global Networks and Chief Technology Officer (2017-2018) |
| ° | President and Chief Executive Officer (2010-2016) | ||
| ° | Chief Financial Officer (2007-2009) | ||
| ° | Other executive positions throughout the global operations |
Other public company boards:
BlackRock, Inc. (since 2021)
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The membership, structure, policies and practices of our Board and its committees promote the effective exercise of the Board’s role in the governance of Verizon. In addition, our Corporate Governance Guidelines provide a framework for the Board’s operations and address key governance practices. The Corporate Governance and Policy Committee monitors best practices and developments in corporate governance, considers the views of Verizon’s shareholders, and periodically recommends changes to the Board’s policies and practices, including the Corporate Governance Guidelines. Our Directors provide input on the operation of the Board annually, as part of the Board assessment process, and as warranted throughout the year. Board leadership structureVerizon’s governance framework provides the Board with the flexibility to select the appropriate Board leadership structure for the Company. In making this leadership structure determination, the Board considers many factors, including the specific needs of the business and the long-term interests of our shareholders. Given the dynamic and highly competitive environment in which Verizon operates, the Board believes that Verizon and our shareholders are best served by a Chairman who has broad and deep knowledge of our industry, providing valuable knowledge to the Board and increasing the information available to the Board, and who has the vision, energy and experience to position Verizon as the leader of transformational change in the communications ecosystem. Based on these considerations, the Board has determined that, at this time, our CEO, Hans Vestberg, is the Director best qualified to serve in the role of Chairman. As CEO, Mr. Vestberg also has a greater understanding of the strategies and tactics of the Company and can most readily identify potential opportunities and challenges. To maintain an appropriate level of independent oversight, checks and balances in its governance, and consistent with the Corporate Governance Guidelines, the independent members of the Board have elected an independent Lead Director who has the responsibilities described under “Role of the Lead Director.” Clarence Otis, Jr. currently serves as Lead Director. Mr. Otis acquired significant expertise in financial risk assessment and enterprise risk management as a member of the Federal Reserve Bank of Atlanta Board, multiple public company boards and audit committees, and as CEO of Darden Restaurants, and is well qualified to lead the Board in fulfilling its oversight role. The Lead Director and our Chairman and CEO meet and speak with each other regularly about the Company’s strategy and operations and the functioning of the Board. The Lead Director provides a tangible independent source of authority and serves as an impartial resource for the Board to express its views regarding management. In addition, the Lead Director represents the Board in communications with shareholders and other stakeholders regularly, and any shareholder or interested party may communicate directly with the Lead Director. All Directors play an active role in overseeing Verizon’s business at both the Board and committee level. Every Director receives the agenda for each Board meeting in advance and can request changes. In addition, all Directors have unrestricted access to the Chairman and the senior leadership team at all times. The Board believes that shareholders are best served by this current leadership structure because it features an independent Lead Director who provides independent and objective oversight, and who can express the Board’s positions in a forthright manner. | Clarence Otis, Jr. Lead Director
Role of the Lead Director • Promotes a strong Board culture, including encouraging and facilitating active participation of all Directors • Approves the agenda, schedule and materials for all Board meetings, in consultation with the Chairman • Is available to advise the committee chairs in fulfilling their designated responsibilities • Acts as principal liaison with the Chairman • Chairs executive sessions, including those held to evaluate the CEO’s performance and compensation • Chairs any meeting of the Board if the Chairman is not present • Calls Board meetings and executive sessions as needed • Leads the Board’s annual self-evaluation • Oversees the process for CEO succession planning along with the Human Resources Committee • Acts as a primary point of contact for Board communication with major shareholders and other key stakeholders, as appropriate |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
This structure also strengthens our independent Directors’ ability to be fully involved in the Board’s operations and decision-making, and to fulfill their risk management and oversight responsibilities. Board meetings and executive sessionsIn 2023, our Board of Directors held 11 meetings, including six regularly scheduled meetings and five special meetings. No incumbent Director attended fewer than 75% of the total number of meetings of our Board and the committees to which the Director was assigned in 2023. Directors standing for re-election are expected to attend the annual meeting of shareholders. In 2023, all but one Director attended the annual meeting. The Corporate Governance Guidelines require the independent Directors to meet in executive session without any members of management present at least twice a year to review and evaluate the performance of the Board and to evaluate the performance and approve the compensation of the CEO. In practice, the independent members of our Board typically meet in executive session during each regularly scheduled Board meeting. Service on other boards and time commitmentsBased on the increasing demands placed upon directors of public companies and the need to devote sufficient time to fulfill their responsibilities effectively, the Board has a policy that a Director who is an executive officer of a public company should serve on no more than two public company boards, and other Directors should serve on no more than four public company boards. In addition, members of the Audit Committee should serve on no more than two other public company audit committees. All of our Directors are in compliance with these policies, which can be found in the Corporate Governance Guidelines. When the Corporate Governance and Policy Committee identifies and evaluates Director candidates, it considers their qualifications along with their other time commitments to determine whether the candidate can devote the necessary time for effective service on the Board. Each year when considering incumbent Directors for re-nomination, the Committee considers the extent to which each incumbent Director is prepared for and actively participates in Board and Committee meetings, to ensure that each incumbent Director who is re-nominated is devoting sufficient time to fulfill his or her responsibilities to the Company and its shareholders. Board committeesOur Board of Directors has established four standing committees: the Audit Committee, the Corporate Governance and Policy Committee, the Finance Committee and the Human Resources Committee. Each committee has a written charter that defines its specific responsibilities. The chair of each committee approves the agenda and materials for each meeting. Each committee has the authority to retain independent advisors to assist it in carrying out its responsibilities. Our committee meetings are not held concurrently, which enables our Directors to sit on multiple committees. Our newly appointed Directors also attend all committee meetings for a period prior to being appointed to any particular committee, which gives them a broad-based introduction to the Company and allows them to understand the inner workings of all committees. | Beyond the boardroom Engagement outside of Board meetings provides our Directors with additional insight into our business and our industry. It also gives them valuable perspectives on the performance of our Company, the Board, our CEO and other members of senior management, as well as on the Company’s strategic direction. • Our independent Directors have discussions with each other and with our CEO, and have informal individual and small group meetings with high potential members of our senior management team in order to gain insight into the Company’s management development program and succession pipeline. • Our committee chairs and Lead Director meet and speak regularly with each other and with members of our management in connection with planning for meetings. All Directors are encouraged to provide suggestions for meeting agendas and materials. • Our Directors periodically attend “deep dives” on current topics of interest and technology training as part of their ongoing Director education program. • Our Directors receive weekly updates on recent developments, press coverage and current events that relate to our business, as well as monthly business operation reviews and analyst reports. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Key responsibilities and activities• Assess and discuss with management Verizon’s significant business risk exposures (including those related to cybersecurity, data privacy, data security, bribery and corruption, and certain environmental and climate-related risks), and oversee management’s programs and policies to monitor, assess and manage such exposures • Assess Verizon’s overall control environment, including controls related to financial reporting, disclosure, compliance and significant financial and business risks • Appoint, approve fees for, assess the independence and oversee the work of the independent registered public accounting firm • Oversee financial reporting and disclosure matters, including review of the annual and quarterly reports on Forms 10-K and 10-Q, earnings releases and guidance, and the process for the CEO and Chief Financial Officer (CFO) certifications • Oversee Verizon’s internal audit function and review significant internal audit findings and recommendations • Assess Verizon’s compliance processes and programs, including the Code of Conduct • Review the Chief Compliance Officer’s annual report regarding anti-corruption compliance, compliance with significant regulatory obligations, export controls and data protection • Assess policies and procedures for executive officer expense accounts and perquisites, including the use of corporate assets • Assess procedures for handling complaints and confidential, anonymous employee submissions relating to accounting, internal accounting controls or auditing matters • Review reports and disclosures of significant conflicts of interest and related person transactions The Board has determined that each of Ms. Austin, Ms. Archambeau, Mr. Narasimhan, Mr. Otis and Mr. Weaver is an audit committee financial expert. | Members Roxanne Austin (Chair) Shellye Archambeau Laxman Narasimhan Clarence Otis, Jr. | |||||
Gregory | 2023 meetings 11 | |||||
Key responsibilities and activities• Evaluate the structure and practices of our Board and its committees, including size, composition, independence and operations • Recommend changes to our Board’s policies or practices or the Corporate Governance Guidelines • Identify and evaluate the qualifications of Director candidates and recommend to the Board candidates for election as Directors • Recommend Directors to serve as members of each Board committee and as committee chairs • Review potential related person transactions • Facilitate the annual assessment of the performance of the Board and its committees • Serve as hub for oversight of ESG, including ESG commitments, reporting and engagement, corporate responsibility and sustainability • Oversee Verizon’s position and engagement on important public policy and technology issues, including those relating to political contributions, lobbying activities and human rights, that may affect our business and reputation • Review the activities of Verizon’s community and social impact initiatives, including philanthropic activities | Members Shellye Archambeau (Chair) Vittorio Colao Melanie Healey Laxman Narasimhan Rodney Slater 2023 meetings 5 |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
To our
Shareholders
Key responsibilities and activities• Monitor Verizon’s capital needs, financing arrangements and ability to access the capital markets • Monitor expenditures under the annual capital plan approved by our Board • Review Verizon’s policies and strategies for managing currency, interest rate, renewable energy and counterparty exposures • Review and approve Verizon’s derivatives policy, and monitor the use of derivatives, including our renewable power purchase agreement strategy • Review Verizon’s insurance and self-insurance programs • Oversee the investment of pension assets and the funding of pension and other postretirement benefit obligations | Members Mark Bertolini (Chair) Roxanne Austin Vittorio Colao Clarence Otis, Jr. Carol Tomé Gregory Weaver 2023 meetings 5 |
As directors, we strive to govern Verizon with the utmost integrity. We believe that Verizon’s commitment to the highest standards of corporate governance drives success and builds sustainable, long-term value for shareholders. We focus our attention on overseeing the Company’s business strategies, risk management, board composition and succession planning. We would like to take this opportunity to provide you with an update on our progress in 2017.
Strategy oversight
Our Board is vigilant in the oversight of Verizon’s long-term strategy. At each Board meeting and during our annual strategy retreat, we engage Verizon’s senior leaders in robust discussions about the Company’s strategic goals. It is with our corporate strategy and business priorities in mind that the
Key responsibilities and activities• Oversee the development of Verizon’s executive compensation program and policies • Approve corporate goals relevant to the CEO’s compensation • Evaluate the CEO’s performance and recommend his compensation to the Board • Review and approve compensation and benefits for selected senior managers • Consult with the CEO on talent development • Oversee succession planning and assignments to key leadership positions • Oversee human capital management, including with respect to employee diversity, equity and inclusion; talent acquisition, retention and development; employee engagement; pay equity; and corporate culture • Review and make determinations under Verizon’s clawback policies • Review the impact of Verizon’s executive compensation policies and practices, and the performance metrics underlying the compensation program, on Verizon’s risk profile • Review and recommend non-employee Director compensation | Members Daniel Schulman (Chair) Mark Bertolini Melanie Healey Clarence Otis, Jr. Rodney Slater 2023 meetings 5 |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Our Board conducts a comprehensive annual assessment to enhance the appropriate compensation structureseffectiveness of the Board and levelsits committees and to continue to reflect evolving best practices in their processes. The Lead Director generally leads the assessment process, but the Board periodically engages a third-party consulting firm to bring an outside perspective to the process. As part of the annual assessment, each Director completes a detailed written questionnaire designed to elicit suggestions for improving the effectiveness of the Board and its committees, and to obtain feedback on a range of issues, including Board leadership, culture, corporate purpose and strategy, composition and structure, and risk management. Following the Directors’ submissions of their completed questionnaires, the Lead Director or the third-party consulting firm conducts individual interviews with each of the independent Directors to discuss these topics, among others. The Lead Director then facilitates an evaluation session with the full Board to discuss the feedback received from the questionnaires and from the Director interviews. The evaluation for 2023 was conducted by a third-party consulting firm and concluded that the Board and its committees are operating effectively. Recommendations in recent years to further enhance Board effectiveness, which we addressed, have included continued focus on Board refreshment, strategic and operational oversight, and the development of Verizon’s next generation of leaders.
In addition to annual assessments, the Board evaluates and modifies its oversight of Verizon’s operations on an ongoing basis. During their executive sessions, the independent Directors consider agenda topics that they believe deserve additional focus and raise new topics to be addressed in future meetings.
The Corporate Governance and Policy Committee annually appraises the framework for our Board and committee assessment processes.
| Board and committee assessment process | ||||||||||
| Feedback solicited | One-on-one discussions | Reporting back | Closed session discussion | Feedback incorporated | ||||||
Questionnaire on a range of topics relating to enhancing Board effectiveness | Candid, one-on-one discussions between the Lead Director or third-party consulting firm and Directors to elicit additional feedback | A summary of the assessment results provided to the Board | Closed session discussion of the assessment results facilitated by the Lead Director | Policies and practices updated as appropriate to address any suggestions or enhancements per the assessment | ||||||
 | | | | | ||||||
We provide our Directors with comprehensive orientation and education programs to promote a deep understanding of issues affecting our business and industry, help Directors stay current and knowledgeable about the Company’s business and its competitive and technology landscape, and support Directors in performing their oversight duties.
New Director orientation. When a new Director joins the Board, we conduct an orientation program that includes, among other things, a review of the Company’s purpose, business strategy and operations, technology, financial condition, legal and regulatory framework, and other relevant topics.
Director continuing education. We support current Directors in their ongoing learning by providing continuing education opportunities and programs. These programs may include presentations by thought leaders and industry experts, formal education sessions, meetings with management subject matter experts, participation in industry forums and site visits.
All of our Directors have deep experience and expertise in strategic planning and execution. The Board engages Verizon’s senior leaders to incentivizein robust discussions about strategic goals and challenges them to achieve these goals. To ensure Verizon has the financial ability to execute on ourthe strategic plan, theFinance Committee monitors Verizon’s capital needsaddress emerging challenges and financing plans.disruptions, and promote innovation. In addition in order gainto an annual strategy retreat, the agenda for each regularly scheduled Board meeting allocates substantial time for a broader perspective onstrategy review. During these reviews, the environment in which Verizon competes,Board engages with senior management regarding the competitive landscape, operational objectives and challenges and regulatory developments.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
While senior management has primary responsibility for managing business risks, our directors participate in numerous activities outside the boardroom, including regular education sessions on topics centralBoard of Directors is responsible for risk oversight. The Board works closely with senior management to the industry.
Risk oversight
Wedevelop a comprehensive view Board oversight of Verizon’s risk profile – in its strategic activity,key short- and long-term business operations and deployment of capital – as fundamental to the well-being of our Company. Our directors ensure that Verizon’s risk management policies and procedures are consistent with the Company’s strategy and risk appetite, that these policies and procedures are effective and functioning as directed, and that management is fostering a culture of risk-aware decision making throughout the organization.risks. Verizon has a robust, formalized business risk management reporting process that is overseen by theAudit Committee and designed to provide visibility to the Board onabout critical risks and risk mitigation strategies. Our
The Board also regularly receives briefings on cybersecurity, privacy, product-relatedof Directors uses several different levels of review in overseeing the management of risks inherent in the operation of Verizon’s businesses and “lessons learned” from completed mergers and acquisitions.
Board composition and refreshment
We believe that good governance starts with an independent, engaged and diverse Board. Women compriseone-thirdthe implementation of our currentstrategic plan. The Board addresses the primary risks associated with Verizon’s business units and forcorporate functions in its operations reviews of those units and functions. Further, the last 12 years, a woman has served as our independent lead director. Nearly half of our directors are Hispanic or African American.Board reviews the risks associated with Verizon’s
strategic plan throughout the year.
commitment to board refreshment is central to ensuring that the compositionIn addition, each of our Board evolves alongcommittees oversees the management of risks that fall within that committee’s areas of responsibility. In performing this function, each Board committee has full access to management and may engage independent advisors. As part of the Board’s risk oversight function, the Board regularly brings in outside advisors and experts to speak to the Board on topics including emerging business risks. In 2023, these topics included geopolitical, technological and economic risks, opportunities and trends.
Enterprise risk management. The Audit Committee oversees the operations of Verizon’s Enterprise Risk Management program, which identifies the primary risks to Verizon’s business and also assesses Verizon’s overall control environment, including controls related to financial reporting, disclosure, compliance and significant financial and business risks. These risks inform Board and Audit Committee discussion topics throughout the year.
Senior management teams from across the business meet with the Audit Committee, on at least a semi-annual basis, to discuss the primary risks associated with their respective business units and functions, and related risk mitigation initiatives. As part of Verizon’s annual enterprise risk assessment process, the Audit Committee also reviews key business risks with the CFO, the Senior Vice President of Internal Audit and the Chief Compliance Officer.
| • | The CFO updates the Audit Committee on a quarterly basis on the activities of the Verizon Management Audit Committee, which has management oversight responsibility for the implementation of the Enterprise Risk Management program. |
| • | Verizon’s Senior Vice President of Internal Audit, who functionally reports directly to the Audit Committee, facilitates the Committee’s oversight of the Company’s implementation of risk management controls and methodologies to address identified risks, including financial, operational, regulatory and compliance risks. |
| • | Verizon’s Chief Compliance Officer, who also functionally reports directly to the Audit Committee, oversees periodic risk assessments of specific compliance risk areas, such as anti-corruption, and reports the findings to the Committee. |
The Audit Committee routinely meets privately with representatives from the independent registered public accounting firm, the Senior Vice President of Internal Audit, and the Chief Legal Officer.
Strategic crisis management. The Company maintains a Strategic Crisis Management Program in order to position our leadership team and the Board to respond to strategic risks and protect Verizon’s core assets in a potential crisis. The Program defines clear roles and responsibilities in dealing with various potential crises and outlines a process to make decisions and implement appropriate actions on a timely basis. Through the Program, the Verizon Strategic Crisis Leadership Team is positioned to assume executive ownership of strategic crisis events through drills and scenario-based training. The Program also includes employee crisis awareness training, which encourages employees across the Company to quickly identify and report circumstances or events that could develop into a strategic crisis, so that our leadership team can take appropriate steps in response. In addition, our Board of Directors maintains a Board Crisis Response Plan, which is structured to be used in connection with any crisis that could have a significant strategic impact on the Company’s brand, reputation, or finances, or legal, political or regulatory position. The Plan provides a framework for appropriate Board oversight and assessment of the response to a crisis that allows the necessary flexibility to address the different types of crises that might arise.
Financial risk and capital allocation. The Finance Committee assists our Board in its oversight of financial risk management. In performing this function, the Finance Committee monitors Verizon’s capital needs and financing plans and oversees the strategy for managing risks related to currency, interest rate, renewable energy and counterparty exposures. The Finance Committee reviews and approves the future.OurCompany’s derivatives policy and monitors the use of derivatives. The Finance Committee also reviews Verizon’s pension and other postretirement benefit obligations, as well as its insurance and self-insurance programs.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Our Board recognizes that operating responsibly and appropriately managing the environmental and social risks arising from our operations are fundamental to the long-term success of our Company. The Corporate Governance and Policy Committee oversees corporate responsibility, public policy and sustainability. Verizon has a centralized ESG team that is dedicated to enhancing the Company’s sustainability reporting and stakeholder engagement on ESG issues that align with Verizon’s core business strategy. This cross-functional team focuses on strategic areas including governance, reporting, human rights and environmental sustainability and also oversees Verizon’s efforts to deliver on our ESG commitments. The Senior Vice President, Deputy General Counsel and Corporate Secretary regularly evaluates director skill sets to ensure the optimal combination of expertise is represented on the Board. In the last seven years, seven new independent directors have been elected to the Board, and over the past year,provides the Corporate Governance and Policy Committee with updates on the Company’s ESG priorities, commitments, stakeholder engagement and reporting. In addition, the ESG, Enterprise Risk Management and Accounting Policy teams together comprise our ESG Center of Excellence, which is implementing an expanded internal control framework for ESG information to facilitate our compliance with climate-related laws and regulations.
Environmental sustainability and climate. To address climate-related risks, Verizon has a long-term goal to achieve net-zero emissions in our operations by 2035. We have set interim Science-based Target Initiative-approved targets to reduce operational and value chain emissions, as well as renewable energy targets. We are upgrading and hardening our infrastructure to be prepared for a changing climate, improving energy efficiency across our networks and facilities, making substantial investments in renewable energy, and developing solutions to help our customers to reduce their carbon footprints. Several of our Directors have experience with climate-related issues, including renewable energy, network resilience, innovative technological solutions and emissions management.
Each committee of the Board oversees the management of the specific risks related to our environmental sustainability strategy and the transition to a low-carbon economy that fall under the committee’s area of responsibility:
| • | Audit Committee. Environmental and climate-related risks discussed during annual business risk reviews with the Audit Committee include operational and financial risks relating to energy management and our renewable energy and carbon neutral commitments, maintaining network reliability during catastrophic and weather-related events, and the impacts of pending or possible laws or regulations that seek to mitigate climate change. |
| • | Corporate Governance and Policy Committee. The Corporate Governance and Policy Committee oversees Verizon’s strategy for managing climate-related risks and monitors the Company’s progress on meeting climate-related goals. The Senior Vice President, Deputy General Counsel and Corporate Secretary regularly updates the Committee on the activities of Verizon’s Executive Climate Oversight Committee, a cross-functional management committee that has management oversight responsibility for Verizon’s climate-related strategy and initiatives. |
| • | Finance Committee. The Finance Committee oversees the strategy for managing risks related to Verizon’s renewable energy exposure through renewable energy purchase agreements, as well as the Company’s green financing program. |
| • | Human Resources Committee. To incentivize management to achieve the Company’s climate-related goals, the Human Resources Committee has included a carbon intensity reduction metric as one of the performance measures in the Short-Term Plan since 2014. |
Data privacy and cybersecurity. Protecting the privacy of our customers’ information and the security of our systems and networks has long been activelyand will continue to be a priority at Verizon. The Board is committed to maintaining strong and meaningful privacy and security protections for our customers’ information. The Audit Committee has primary responsibility for overseeing Verizon’s risk management programs relating to data protection and privacy and cybersecurity. The Audit Committee also monitors Verizon’s compliance in the areas of data protection and privacy.
| • | Data privacy. Verizon has technical, administrative and physical safeguards in place to help protect against unauthorized access to, use or disclosure of customer information and data we collect and store. Verizon has a dedicated Chief Privacy Officer whose team advises the business on privacy risks and assesses the effectiveness of privacy controls. The Chief Privacy Officer at least annually briefs the Audit Committee on data privacy risks and mitigating actions. |
| • | Cybersecurity. To more effectively address the cybersecurity threats posed today, Verizon has a dedicated Chief Information Security Officer (CISO) whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. Verizon’s comprehensive information security program includes, among other aspects, cyber defense including incident response and resiliency planning and testing, product and platform security, cyber architecture and engineering, identity and access management, and risk assessment and management including third-party oversight. The CISO leads an annual review and discussion with the full Board dedicated to Verizon’s cybersecurity risks, threats and protections. The CISO provides a mid-year update to this annual review to the Audit Committee and, as warranted, additional updates throughout the year. The Audit Committee also receives a report from senior management on Verizon’s cybersecurity posture and related matters at each of its other meetings during the year at which the CISO is not present. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Responsible business. Verizon’s Responsible Business Council, chaired by the CEO and composed of members of the senior leadership team, oversees the integration of responsible practices as a core operating principle. At least annually, the Chief Corporate Social Responsibility Officer reports to the Board on the Council’s activities and Verizon’s community and social impact initiatives.
Current policy and technology issues impacting corporate reputation. Companies in our industry and beyond are facing challenges that have impacted their reputations and brought adverse attention and action by consumers, regulators and shareholders. The Corporate Governance and Policy Committee has primary responsibility for overseeing the recruitmentCompany’s handling of additional directorsrisks related to ensureVerizon’s position and engagement on important public policy and technology issues, as well as individual events and incidents that may affect the Company’s business and reputation. At least annually, Verizon’s Chief Legal Officer updates the Committee on the current policy and technology issues facing the Company that may generate publicity and impact corporate reputation. Periodically throughout the year, the Committee reviews and discusses with management the most pressing known reputational issues and the Company’s position on each issue, as well as the processes in place to anticipate potential developments in each of the identified areas and to quickly respond to any such developments in a timely manner. Outside the regular meeting cycle, management informs the Board of current developments that could pose reputational risks to the industry or the Company.
Political activities and lobbying. Verizon adheres to the highest ethical standards when engaging in any political activity. The Corporate Governance and Policy Committee oversees our political activity, including lobbying, and receives a comprehensive briefing from the Senior Vice President of Public Policy and Government Affairs on these activities at least annually. Moreover, Verizon’s political activity is subject to robust internal controls. The Code of Conduct requires that all lobbying activities on behalf of Verizon be authorized by public policy or legal personnel. Corporate policy and training materials provide guidance to employees regarding legal requirements in connection with lobbying activities.
Verizon understands that transparency regarding our political activity is critical to maintaining the trust of our stakeholders. We publish a Political Engagement Report on our corporate website that is updated twice a year. This report describes our current policy priorities, provides information about lobbying activities and our Public Policy organization’s significant memberships in trade associations and issue advocacy organizations, and lists all of our PAC contributions, corporate political contributions, support for ballot initiatives and independent expenditures for the period covered. Verizon supports trade associations and issue advocacy organizations for a number of reasons, including to reflect our interest in the community, acquire valuable industry and market expertise and support our strategic policy positions, business goals and interests. We recognize that we may not always agree with every position of each organization or its members and that these groups often have a diversity of members, interests and viewpoints that may not always reflect Verizon’s beliefs or priorities. In order to mitigate reputational risks associated with our engagement with these organizations, we regularly review our participation to confirm ongoing alignment with our corporate priorities and goals. When we disagree with a position of an organization we support, we communicate our concerns through the senior executives who interact with these organizations.
Human rights. As expressed in our Human Rights Statement, Verizon is committed to operating with respect for internationally recognized human rights. We have a dedicated Business and Human Rights Program that works to embed human rights considerations into responsible business decision-making processes across the Company. The Corporate Governance and Policy Committee oversees our human rights work.
Anti-corruption. Verizon has a robust anti-corruption program to comply with applicable anti-corruption rules, including the Foreign Corrupt Practices Act and the U.K. Bribery Act. As part of this refreshmentprogram, the Audit Committee receives annual reports summarizing the Company’s continued compliance with applicable anti-corruption rules on a Company-wide basis and within the various business units and corporate functions. Every two years, we review and assess our anti-corruption program with the goal of finding areas for improvement. This process continues.is done under the direction of our Chief Compliance Officer, who reports the findings to the Audit Committee.
The Human Resources Committee is charged with oversight of our strategies, initiatives and programs related to human capital management, including with respect to employee diversity, equity and inclusion, talent acquisition, retention and development, employee engagement, pay equity and corporate culture.
Culture and employee engagement. Our Board views our employees as one of Verizon’s most critical assets and regularly receives briefings from the CEO and the Chief Human Resources Officer on initiatives to strengthen our company culture and encourage employee engagement. The CEO and the Chief Human Resources Officer review with the Board the results of the “Pulse” surveys completed by employees across the Company. Periodically, our Directors attend employee town halls and participate in leadership forums with employees.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Diversity, equity and inclusion. Verizon is committed to creating a collaborative, inclusive, equitable and diverse environment – within Verizon, with our customers, and among our business partners and suppliers. The Board views this commitment as a business imperative and a competitive advantage. To promote diversity in our workforce and encourage the contribution of diverse business partners to our success, the Human Resources Committee has included diversity targets as performance measures in the Short-Term Plan for over 20 years. The Chief Human Resources Officer reviews diversity representation and initiatives with the Committee at least annually. Additionally, the Corporate Governance and Policy Committee regularly reviews and discusses Board diversity matters. The Finance Committee also receives regular updates from our Senior Vice President and Treasurer about the Company’s efforts to foster diversity, equity and inclusion in the capital markets through our financing activities.
Succession planning and talent management
development.Our Board recognizes that one of ourits most important duties is to overseepromote continuity in Verizon’s senior leadership by overseeing the development of executive talent and ensure continuity in our senior leadership, as well asplanning for the efficient succession of the CEO.The Our Board has delegated primary oversight responsibility for succession planning to the Human Resources Committee, takes the lead in overseeing succession planning and which oversees assignments to key leadership positions, and regularlypositions. The Human Resources Committee reports on its activities to the full Board, which addresses succession planning during executive sessions. sessions that typically occur in connection with each regularly scheduled meeting.
To align the succession planning and management development process with Verizon’s strategic objectives, the Board and the Human Resources Committee regularly consult with the CEO on Verizon’s organizational needs and competitive challenges, the potential of key managers, and plans for future developments and emergency situations. As part of this process, the Board and the Human Resources Committee also seek input from the Chief Human Resources Officer, as well as advice on related compensation issues from the Human Resources Committee’s independent compensation consultant.
Our Board generally conducts an annualin-depth review of senior leader development and succession planning at least twice a year. Led by the CEO and the Chief Human Resources Officer, this review addresses Verizon’s management development initiatives, assesses senior management resources, and identifies individuals for consideration as potential future senior executives.
Our goal is to assure thatdevelop well-rounded, experienced and diverse senior leaders. High-potential executives are challenged regularly with additional responsibilities, new positions or promotions to expose them to our processes support Verizon’s strategic objectives. We alsovarious operations. These individuals are often positioned to interact more frequently with high potential executives – not justthe Board, both in full Board meetings butand in less formal settings —and small groups, so that wethe Directors can get a chance to know and assess our future senior leaders firsthand.
The Board remains focused on our oversight responsibilities and will continue to communicate with you about our efforts. We value our shareholders’ views and believe that regular, transparent communication is an essential component of Verizon’s success.them.
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Notice of
Annual
Meeting of
ShareholdersEmployee health and safety. Verizon is committed to maintaining a safe workplace and environmentally responsible work practices, and we expect our suppliers to share that commitment. At least annually, the Board receives a briefing on health and safety matters, including incidents involving employees and suppliers and actions that management is taking to limit these risks.
TimeCompensation risk. The Human Resources Committee considers the impact of our executive compensation program and date
Thursday, May 3, 2018
8:30 a.m., local time
Place
Hyatt Regency Lake Washington at
Seattle’s Southport
1053 Lake Washington Boulevard North
Renton, Washington 98056
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Shareholders asthe incentives created by compensation awards on Verizon’s overall risk profile. It also oversees management’s annual assessment of compensation risk arising from Verizon’s compensation policies and practices. This annual assessment is conducted by members of management including the closeSenior Vice President of business on March 5, 2018,Internal Audit and the record date, may vote at the meeting.
If you are a registered shareholder, you may vote online atwww.envisionreports.com/vz, by telephone or by mailing a proxy card.
You may also vote in person at the annual meeting. If you hold your shares through a bank, broker or other institution, you will receive a voting instruction form that explains the various ways you can vote. We encourage you to vote your shares as soon as possible.
Important Notice Regarding Availability of Proxy Materials for Verizon’s Shareholder Meeting to be Held on May 3, 2018
The 2018 Proxy Statement and 2017 Annual Report are available atwww.edocumentview.com/vz.
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
March 19, 2018
By Order of the Board of Directors,
William L. Horton, Jr.
Senior Vice President, Deputy General Counsel
and Corporate Secretary
Items of business
Proxy Summary The Verizon Board embodies a range of viewpoints, backgrounds and expertise “because we believe that diversity is a critical element of a well-functioning board. Board diversity and experience Of our 12 board members: Current/Former CEO 9 Public Board Service 12 Accounting/ Finance 5 Risk Management 17 Global 12 Operational 11 Technology/Internet 2 Consumer/Customer Service 6 Women 4 Hispanic/African American 5 Board tenure (as of March 19, 2018) Average tenure: Average tenure: 7 years, 4 months Average age: 0 62 years Median tenure: 5 years, 9 months
Executive compensation program highlights Our executive compensation program reects Verizon’s commitment to industry-leading compensation and governance practices. The program is discussed in detail in the Compensation Discussion and Analysis beginning on page 26. Objectives Pay-for-performance Align executives’ and shareholders’ interests Extensive focus on variable, incentive-based pay Attract, retain and motivate high-performing executives Base salary FFixed pay Governance leader 10% 90% Incentive-based pay 20% short-term incentives 70% long-term incentives Semi-annual shareholder outreach Shareholder approval policy for severance benets Signicant executive share ownership requirements NNo dened beneft pension or supplemental retirement benets Clawback policy Anti-hedging policy No executive employment agreements Say-on-pay advisory vote every year No cash severance benets for the CEO Independent compensation consultant No tax gross-ups 2017 Compensation The summary below shows the 2017 compensation for each of our named executive officers, as required to be reported in the “Summary Compensation Table” pursuant to U.S. Securities and Exchange Commission (SEC) rules. Please see the notes accompanying the “Summary Compensation Table” on page 46 for more information. Change in Pension Non-Equity Value and Nonqualified Stock Option Incentive Plan Deferred Compensation All Other Salary Bonus Awards Awards Compensation Earnings Compensation Total Name and principal position $ $ $ $ $ $ $ $ Lowell C. McAdam 00,000,000 0 00,000,000 0 0,000,000 000,000 000,000 00,000,000 Chairman and Chief Executive Officer Matthew D. Ellis 00,000,000 0 00,000,000 0 0,000,000 000,000 000,000 00,000,000 Executive Vice President and Chief Financial Officer John G. Stratton 00,000,000 0 00,000,000 0 0,000,000 000,000 000,000 00,000,000 Executive Vice President and President – Global Operations Hans E. Vestberg* 00,000,000 0 00,000,000 0 0,000,000 000,000 000,000 00,000,000 Executive Vice President, President – Global Networks and Chief Technology Officer Marni M. Walden** 00,000,000 0 00,000,000 0 0,000,000 000,000 000,000 00,000,000 Executive Vice President and President – Global Media * Mr. Vestberg was hired as Executive Vice President, President – Global Networks and Chief Technology Officer effective April 3, 2017. ** Ms. Walden served as Executive Vice President and President – Global Media until December 31, 2017. 1,600,000 12,000,062 TBD 73,949 543,570 TBD 742,308 3,750,088 TBD 2,998 107,724 TBD 942,308 10,987,566 TBD 80,190 204,837 TBD 807,497 7,500,069 TBD 0 234,047 TBD 942,308 4,750,035 TBD 43,510 195,819 TBD Ms. Walden left Verizon on February XX, 2018.
Agenda and voting recommendations Item 1 Election of Directors The Board of Directors recommends that you vote for the election of these Director candidates. Shareholders are being asked to elect [12] Directors. Verizon’s Directors are elected for a term of one year by a majoritypart of the votes cast in an uncontested election. Additional information about the Director candidates and their respective qualifcations begins on page 6. Committee Memberships* Corporate Director Governance Human Resources Name Age* Since Primary Occupation Independent Audit and Policy Finance Shellye L. Archambeau 55 2013 Chief Executive Officer, MetricStream, Inc. Mark T. Bertolini 61 2015 Chairman and Chief Executive Officer, Aetna Inc. Richard L. Carrión 65 1997 Executive Chairman, Popular, Inc. Melanie L. Healey 56 2011 Former Group President of The Procter & Gamble Company M. Frances Keeth 71 2006 Retired Executive Vice President, Lead Director Royal Dutch Shell plc Karl-Ludwig Kley 66 2015 Former Chairman of the Executive Board and Chief Executive Officer, Merck KGaA Lowell C. McAdam 63 2011 Chairman and Chief Executive Officer, Chairman Verizon Communications Inc Clarence Otis, Jr. 61 2006 Former Chairman and Chief Executive Officer, Darden Restaurants, Inc. Rodney E. Slater 63 2010 Partner, Squire Patton Boggs LLP Kathryn A. Tesija 55 2012 Former Executive Vice President and Chief Merchandising and Supply Chain Officer, Target Corporation Gregory D. Wasson 59 2013 Former President and Chief Executive Officer, Walgreens Boots Alliance, Inc. Gregory G. Weaver 66 2015 Former Chairman and Chief Executive Officer, Deloitte & Touche LLP Audit Committee Financial Expert Committee Chair *Ages and Committee memberships are as of March 5, 2017
Item 2 Ratification of auditors The Board of Directors recommends that you vote for ratification. We are asking shareholders to ratify the Audit Committee’s appointment of Ernst & Young LLP as Verizon’s independent registered public accounting firm for 2018. Information on fees paid to Ernst & Young in 2017 and 2016 appears on page XX. Item 3 Advisory vote to approve executive compensation The Board of Directors recommends that you vote for this proposal. We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as described in the Compensation Discussion and Analysis and Compensation Tables beginning on page XX. Items 4-XX Shareholder proposals The Board of Directors recommends that you vote against each of the shareholder proposals. In accordance with SEC rules, we have included in this proxy statement XX proposals submitted by shareholders for consideration. The proposals can be found beginning on page XX.
Proxy Statement
We are mailing this proxy statement to our shareholders beginning on March 19, 2018. It is also available online atwww.edocumentview.com/vz or, if you are a registered holder, atwww.envisionreports.com/vz. Our Board of Directors is soliciting proxies in connection with the 2018 Annual Meeting of Shareholders and encourages you to read this proxy statement and vote your shares promptly.
Our Board and principles of good governance
We believe that good governance starts with independent, effective and diverse Board leadership. Our Board is one of Verizon’s most critical strategic assets. As such, the composition of the Board evolves along with our strategic needs for the future. We believe sustainable shareholder value is easier to achieve when our Board has the right mix of skill, expertise and tenure. In carrying out its responsibilities, the Board abides by certain guiding principles with regard to its own composition and most essential duties – principles our shareholders have expressed to us that they believe are fundamental to our Company’s success.
Diversity. A board with a diverse set of viewpoints, backgrounds and expertise is best positioned to provide broad perspectives to our management team as it assesses the challenges and opportunities impacting our business. A diverse board is more likely to consider a broader range of possibilities and help management achieve better outcomes. Gender is one critical element of board composition that Verizon has focused on over the years in our refreshment and succession planning processes,plan, as well as in ourthe approval processes for compensation programs and related payouts. The assessment also reviews governance oversight at the Committee and Board leadership structure. Women compriseone-thirdlevel, Code of our current Board,Conduct provisions and our independent Lead Director, Fran Keeth,mandatory training programs that reinforce policies that mitigate risk, and performance metrics and measurement periods that are aligned with Verizon’s business strategy.
Based on management’s review, Verizon has served in her role for four years. Prior to Ms. Keeth, our Board was led by an independent Presiding Director for over eight years who also was a woman.
Strategy and risk oversight. We recognizeconcluded that our shareholders rely on our Directors to oversee Verizon’s strategy for realizing opportunities and mitigating risks. As management navigates a rapidly changing competitive landscape, it is the Board’s duty to ensure that management is executing on the Company’s strategic plan, addressing emerging challenges and disruptions, and promoting innovation. At the same time, Directors must satisfy themselves that the risk management policies and procedures designed and implemented by management are consistent with the Company’s strategy and risk appetite, that thesecompensation policies and procedures are functioning as intended,not reasonably likely to have a material adverse effect on Verizon because they are appropriately structured and that necessary steps are taken to create a culture of risk-aware decision making throughout the organization. Through its oversight role, the Board can send a message to management that risk management is not an impediment to the conduct of business, but is instead an integral component of strategy, culture and business operations.
Engagement.Our Board welcomes the opportunity to develop an understanding of shareholder perspectives on our Company and to foster long-term relationships with our shareholders. Our Directors understand that our investors want to heardiscourage employees from them on their thinking on a range of topics not just limited to the shareholder proposals we receive during proxy season. In 2017, our Board responded to requests from shareholders to discuss governance matters, long-term strategy oversight, sustainability and corporate responsibility, Board composition and succession, the relationship between our compensation program and our long-term strategy, and transparency into Board practices and priorities.taking excessive risks.
Proxy Statement |Governance framework
The Board conducts its oversight responsibilities through four standing committees: Audit, Corporate Governance and Policy, Finance, and Human Resources. Each committee has a written charter that defines its specific responsibilities. The committees are discussed beginning on page 15.
The Corporate Governance and Policy Committee ensures that the membership, structure, policies and practices of our Board and its committees promote the effective exercise of the Board’s role in the governance of Verizon. In addition, our Corporate Governance Guidelines provide a framework for the Board’s operation and address key governance practices. The Corporate Governance and Policy Committee monitors best practices and developments in corporate governance, considers the views of Verizon’s shareholders, and periodically recommends changes to the Board’s policies and practices, including the Guidelines.
Business conduct and ethicsethics.
We are committed to operating with the highest level of integrity, responsibility and accountability. To that end, we have adopted a Code of Conduct that applies to all employees, including the CEO, the Chief Financial OfficerCFO and the Controller. The Code of Conduct describes each employee’s responsibility to conduct business with the highest ethical standards and provides guidance about preventing, reporting and remediating potential compliance violations in key areas. Verizon thoroughly investigates all claims of misconduct. Various types of cases are reported to the Chief Compliance Officer, who discusses the most serious Code of Conduct violations with the Audit Committee at least annually.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Directors are expected to act in the spirit of the Code of Conduct, and to comply with the specific ethical provisions of the Corporate Governance Guidelines. Our Board is strongly predisposed not to waive any of these business conduct and ethics provisions for executive officerssenior executives or Directors. In the unlikely event of an amendment or a waiver, we will promptly disclose the Board’s action on the Corporate Governance section of our website.website at www.verizon.com/about/investors/corporate-governance.
Related person transactionstransactions.
The Board has adopted the Related Person Transaction Policy that is included in the Corporate Governance Guidelines. The Corporate Governance and Policy Committee reviews transactions between Verizon and any of our Directors or executive officers or members of their immediate families to determine if any participants have a material interest in the transaction. If the Committee determines that a material interest exists, based on the facts and circumstances of each case, the Committee may approve, disapprove, ratify or cancel the transaction or recommend another course of action. Any Committee members who are involved in a transaction under review do not participate in the Committee’s deliberations. During 2023, there were no related person transactions required to be disclosed in this proxy statement.
From time
We believe that a robust shareholder outreach and engagement program is an essential component of maintaining our strong corporate governance practices. Ongoing communication with our investors helps our Board and senior management gather useful feedback on a wide range of topics. In our discussions with investors, we seek their input on a variety of corporate governance, compensation and ESG topics that may impact our business or reputation. We strive for a collaborative approach with investors to solicit and understand a variety of perspectives. These engagements include the participation of our executive officersindependent Lead Director, Clarence Otis, Jr., or Directors. Lowell McAdam, Chairmanother Directors, when requested and CEO, has a child whoappropriate. Shareholder feedback is employed by a Verizon subsidiaryregularly summarized and earned approximately $133,058shared with our Board.
In 2023, topics covered in 2017. John Stratton, Executive Vice President and President – Global Operations, has a child who is employed by a Verizon subsidiary and earned approximately $266,755 in 2017, and anin-law who is employed by a Verizon subsidiary and earned approximately $196,883 in 2017. In each case, the amount of compensation earned was comparable to that of other employees in similar positions. These employees also participate in Verizon’s welfare and benefit plans that are made available to all employees.engagement included:
Proxy Statement |Key corporate governance features
Key corporate governance features
Environmental
Climate change • Network reliability and resilience • Biodiversity
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Item 1: ElectionOur Lead Director, Clarenc e Otis, Jr., discusses corporate purpose, decisions about when to speak on social issues, Board oversight of Directors
Verizon’s Directors are elected annually forhuman capital management, and Board composition and refreshment in a term of one year. We believe annual elections are consistent with good corporate governance because they foster director accountability and increase shareholder confidence. Verizon’s bylaws require Directors to be elected by a majority of the votes cast in an uncontested election.
The Corporate Governance and Policy Committee considers and recommends candidates for our Board. The Committee reviews all nominations submitted to Verizon, including individuals recommended by shareholders, Directors or members of management. The Committee also retains executive search firms from time to time to help identify and evaluate potential candidates.
Any shareholder who wishes to recommend a Director candidate to the Committee for its consideration should write to the Assistant Corporate Secretary at the address given under “Contacting Verizon.” A recommendation for a Director candidate should include the candidate’s name, biographical data and a description of the candidate’s qualifications in light of the requirements described below. If we make any material changes to the Committee’s procedure for considering and nominating candidates, we will file a report with the SEC and post the informationvideo on the Corporate Governance section of our website atwww.verizon.com/about/investorsinvestors/corporate-governance.
The Committee specifically reviews the qualifications of each candidate for election orre-election. For incumbent Directors, this review includes the Director’s understanding of
Verizon’s businessesdedicated ESG team focuses on stakeholder engagement and the environment within which Verizon operates, attendancedecision-useful reporting in strategic areas including governance, human rights, environmental sustainability, and participation at meetings,digital trust and independence. After the Committee evaluates all candidates for Director, it presents its recommendationsafety. Our ESG team also oversees Verizon’s efforts to the Board. The Committee also discussesdeliver on our ESG commitments. Our ESG reporting is aligned with the Board any candidates who were considered bySASB Standard for the Committee but not recommended for election orre-election.
Before they are nominated, each candidate for election and each incumbent Director standing forre-election must consent to stand for election orre-election and provide certain representations required under Verizon’s bylaws. Each candidate who is standing for election must also submit an irrevocable resignation, which will only become effective if (i) our Board or any Committee determines that anytelecommunications industry, the recommendations of the required representations were untrue in any respect or (ii)Task Force on Climate-Related Financial Disclosures (TCFD), the candidate does not receive a majority ofGlobal Reporting Initiative and United Nations Global Compact. We strive to make it easy for shareholders to learn about our positions and progress on the votes castissues that matter to them. To that end, we have created an ESG Resources Hub on our Investor Relations website at the annual meeting of shareholders and the independent memberswww.verizon.com/about/investors/reporting that houses all of our Board decide to accept the resignation. Any decision about a resignation following an incumbent Director’s failure to obtain a majority of the votes cast will be disclosed within 90 days after the election results are certified.
Shareholders wishing to nominate a Director should follow the procedures set forth in Verizon’s bylawsESG reporting and described on page 75.
Director criteria, qualifications and experience
To be eligible for consideration, any proposed candidate must:policies.
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Item 1: Election of Directors |Director criteria, qualifications and experience
Our Board’s commitment to refreshment and succession planning is at the core of its ability to maintain independence of thought and action. Key factors the Committee considers when selecting Directors and refreshing the Board include:
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Item 1: Election ofYou can find information about Verizon’s Directors, |Independence
Verizon’s Corporate Governance Guidelines establish standards for evaluatingBoard committees and a video from our Lead Director independence and require that a substantial majority of the Directors be independent. The Board determines the independence of each Director under NYSE and Nasdaq governance standards, as well as the more stringent standards included in the Guidelines. These standards identify the types of relationships that, if material, could impair independence, and fix monetary thresholds at which the relationships are considered to be material. The Guidelines are available on the Corporate Governance section of our website atwww.verizon.com/about/investorsinvestors/corporate-governance. TheYou can also access Verizon’s Corporate Governance Guidelines, Code of Conduct and Policy Committee conducts an annual reviewother corporate governance materials, including Verizon’s certificate of any relevant business relationshipsincorporation, bylaws, committee charters and policies at that each Director may have with Verizon and reports its findings tosite. You can request copies of these materials from the full Board. Based onAssistant Corporate Secretary at the Committee’s recommendation, the Board has determined thataddress provided under “Contacting us.”
In addition, you can access all of the incumbentnon-employee Directors are independent: Shellye Archambeau, Mark Bertolini, Richard Carrión, Melanie Healey, M. Frances Keeth, Karl-Ludwig Kley, Clarence Otis, Jr., Rodney Slater, Kathryn Tesija, Gregory WassonVerizon’s ESG reporting, including our ESG Reports, TCFD Reports, Transparency Reports, Political Engagement Reports and Gregory Weaver.
The employers or former employers of Ms. Archambeau, Mr. Bertolini, Mr. Carrión, Dr. Kley, Mr. Slater and Ms. Tesija all made payments to Verizon for telecommunications services and solutions during 2017. In addition, Verizon made payments to Mr. Bertolini’s employer under an administrative services contract for employee healthcare benefits. Applying the independence standards above, the Board considered the foregoing payments and determined that these general business transactions and relationships are not material and did not impair the ability of the applicable Directors to act independently.
Our Board has nominated the 11 candidates below for election as Directors, all of whom currently serve as Directors of Verizon. After completing the evaluation process described above, the Corporate Governance and Policy Committee and our Board concluded that these Directors should be nominated forre-election. We describe their respective experience, qualifications, attributes and skills below. The Committee and the Board assessed these factors in light of Verizon’s strategy and businesses, which provide a broad array of communications, information and entertainment products and services to individuals, businesses, governments and wholesale customers in the United States and around the world.
Each candidate has consented to stand for election, and we do not anticipate that any candidate will be unavailable to serve. If any candidate were to become unavailable before the election, the proxy committee could vote the shares it represents for a substitute named by the Board.
Each candidate has submitted an irrevocable, conditional letter of resignation that our Board will consider if that candidate fails to receive a majority of the votes cast.
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Item 1: Election of Directors |Nominees for election
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Item 1: Election of Directors |Nominees for election
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Item 1: Election of Directors |Nominees for election
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Item 1: Election of Directors |Nominees for election
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Item 1: Election of Directors |Nominees for election
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Item 1: Election of Directors |Nominees for election
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Each year, our Board evaluates whether its leadership structure is appropriate to effectively address the specific needs of our business and the long-term interests of our shareholders. Given the dynamic and competitive environment in which Verizon operates, the Board believes that Verizon and our shareholders are best served by a Chairman who has broad and deep knowledge of Verizon’s business operations and the competitive landscape, the ability to identify strategic issues, and the vision to create sustainable long-term value for shareholders. Based on these considerations, the Board has determined that, at this time, our CEO, Lowell McAdam, is the Director best qualified to serve in the role of Chairman.
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The Board believes that shareholders are best served by this current leadership structure because it features an independent Lead Director who provides independent and objective oversight and who can express the Board’s positions in a forthright manner,EEO-1 Report, as well as independent Directors who are fully involvedkey company policies, through our ESG Resources Hub at www.verizon.com/about/investors/reporting.
The information contained on any website referred to in this proxy statement is provided for reference only and is not incorporated herein by reference.
Board meetings and executive sessions
In 2017,Any shareholder or interested party may communicate directly with our Board, of Directors held 10 meetings, including seven regularly scheduled meetings and three special meetings. No incumbent Director attended fewer than 75% percent of the total number of meetingsany committee of our Board, and the committees to which theany individual Director was assigned.
Directors standing forre-election are expected to attend the annual meeting of shareholders. In 2017, all but one Director attended the annual meeting.
The Corporate Governance Guidelines require the independent Directors to meet in executive session without any members of management present at least twice a year to review and evaluate the performance of the Board and to evaluate the performance and approve the compensation of the CEO. In practice, our Board typically meets in executive session during each regular Board meeting.
Board and Committees |Board meetings and executive sessions
Annual Board and committee evaluations
Our Board conducts an annual self-assessment aimed at enhancing its effectiveness. As part of the assessment, each Director completes a written questionnaire that is designed to gather suggestions for improving Board effectiveness and to solicit feedback on a range of issues, including Board operations, Board and committee structure and dynamics, the flow of information from management, and agenda topics. In addition, the Lead Director conducts individual interviews with each of the independent Directors to discuss these topics. The feedback received from the questionnaires and interviews is discussed during an evaluation session.
Each of the four standing committees also conducts its own annual self-assessment, which includes a written questionnaire and evaluation session. Evaluation sessions are led by the committee chairs and generally include a review of the committee charter, the annual agenda, and the committee’s overall effectiveness.
In addition to these annual self-assessments, the Board evaluates and modifies its oversight of Verizon’s operations on an ongoing basis. During their executive sessions, the independent Directors consider agenda topics that they believe deserve additional focus and raise new topics to be addressed in future meetings.
The Corporate Governance and Policy Committee annually appraises the framework for our Board and committee evaluation processes.
Beyond the boardroomEngagement outside of Board meetings provides our Directors with additional insight into our business and our industry, and gives them valuable perspective on the performance of our Company, the Board, our CEO and other members of senior management, and on the Company’s strategic direction.Our individual Directors have discussions with each other and with our CEO, and have informal individual and small group meetings with high potential members of our senior management team in order to gain insight into the Company’s management development program and succession pipeline.Our Directors regularly attend “deep dives” on current topics of interest and technology training as part of their ongoing Director education program.Our committee chairs and Lead Director meet and speak regularly with each other and with members of our management in connection with planning for meetings.Our Directors receive weekly updates on recent developments, press coverage and current events that relate to our business.
Board and Committees |Annual Board and committee evaluations
Our Board of Directors has established four standing committees: the Audit Committee, the Corporate Governance and Policy Committee, the Finance Committee, and the Human Resources Committee. Each committee has a written charter that defines its specific responsibilities. The chair of each committee approves the agenda and materials for each meeting. Each committee has the authority to retain independent advisors to assist it in carrying out its responsibilities.
Our committee meetings are not held concurrently, which enables our Directors to sit on multiple committees. Our newly appointed Directors also attend all committee meetings for six months to a year prior to being appointed to any particular committee, which allows them to understand the inner workings of all committees.
The 2017 Board Self-Assessment Process [icon] Questionnaire Written questionnaires for the Board and for each committee solicit Director feedback on an unattributed basis [icon]One-on-one discussions Candid,one-on-one discussions between(including the Lead Director and each independentthe committee chairs), or the non-employee Directors as a group, by writing to:
Verizon Communications Inc.
Board of Directors
(or committee name, individual Director, elicit further color onLead
Director, committee chair or non-employee
Directors as a group, as appropriate)
1095 Avenue of the Director’s observationsAmericas
New York, New York 10036
Verizon’s Corporate Secretary reviews all correspondence addressed to our Directors and suggestions [icon] Private sessionsperiodically provides the Board with copies of independent Directors Closed session discussionall communications concerning the functions of our Board self-evaluation facilitated by our Lead Director, and committee self-evaluation discussions facilitated by our independent committee chairs [icon] Reporting Summaryor its committees, or that otherwise require Board attention. Typically, the Corporate Secretary will not forward communications that are of self-assessment resultsa personal nature or are providedunrelated to the duties and responsibilities of our Board, [icon] Feedback incorporated Policies and practices updated as appropriate per self-assessment observations and suggestions [icon] Ongoing Director suggestions for improvementsincluding business solicitations or advertisements, mass mailings, job-related inquiries, or other unsuitable communications. All communications involving substantive accounting or auditing matters are forwarded to self-assessment questionnaire and process incorporated the following year
Board and Committees |Board committeesChair of the Audit Committee.
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Non-employee Director compensation
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Board and Committees |Risk oversight
Role of the Board
While senior management has primary responsibility for managing risk, our Board of Directors is responsible for risk oversight. The Board works with senior management to develop a comprehensive view of Verizon’s key short- and long-term business risks. Verizon has a formalized business risk management reporting process that is designed to provide visibility to the Board about critical risks and risk mitigation strategies.
The Board of Directors oversees the management of risks inherent in the operation of Verizon’s businesses and the implementation of its strategic plan by using several different levels of review. The Board addresses the primary risks associated with Verizon’s business units and corporate functions in its operations reviews of those units and functions. In addition, the Board reviews the risks associated with Verizon’s strategic plan at an annual strategic planning session and periodically throughout the year.
Role of the committees
Each of our Board committees oversees the management of risks that fall within that committee’s areas of responsibility. In performing this function, each committee has full access to management and may engage advisors.
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Management succession planning and development
Verizon’s Board of Directors recognizes that one of its most important duties is to ensure continuity in our senior leadership by overseeing the development of executive talent and planning for the efficient succession of the CEO. Our Board has delegated primary oversight responsibility for succession planning to the Human Resources Committee, which oversees assignments to key leadership positions. The Human Resources Committee, reports onin consultation with its activities to the full Board, which addresses succession planning during executive sessions that typically occur in connection with each regularly scheduled meeting.
To ensure that the succession planning and management development process supports and enhances Verizon’s strategic objectives, the Board and Human Resources Committee regularly consult with the CEO on Verizon’s organizational needs and competitive challenges, the potential of key managers, and plans for future developments and emergency situations. As part of this process, the Board and the Human Resources Committee also routinely seek input from the Chief Administrative Officer, as well as advice on related compensation issues from the Human Resources Committee’s independent compensation consultant.
Our Board generally conducts anin-depth review of senior leader developmentconsultant, reviews and succession planning at least once a year. Led by the CEO and the Chief Administrative Officer, this review addresses Verizon’s management development initiatives, assesses senior management resources, and identifies individuals who should be considered as potential future senior executives.
Our goal is to develop well-rounded and experienced senior leaders. High potential executives are challenged regularly with additional responsibilities, new positions or promotions to expose them to our diverse operations. These individuals are often positioned to interact more frequently with the Board, both in full Board meetings and in less formal settings and small groups, so the Directors can get to know and assess them.
Board and Committees |Shareholder engagement
Ongoing communication with our shareholders helps the Board and senior management gain useful feedback on a wide range of subjects and understand the issues that matter most to our shareholders. Verizon views accountability to shareholders as both a mark of good governance and a critical component of our success.recommends non-employee Director compensation. In 2017, management and our Directors spent a great deal of time in meetings and discussions with our shareholders on a variety of issues, including Board oversight of Company strategy; the leadership structure of the Board; Board composition and succession; the shareholder right to call a special meeting; sustainability and corporate responsibility; and the relationship between our compensation program and our long-term strategy.
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The information learned in these discussions serves as the foundation for our policies and informs our business strategy on an ongoing basis.
Our Board of Directors believes that communication with shareholders and other interested parties is an important part of the governance process, and has adopted the following procedure to facilitate this communication.
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In 2017, eachnon-employee Director of Verizon received a grant of Verizon share equivalents valued at $210,000 on the grant date and an annual cash retainerpayment of $125,000. The Chairs of the Corporate Governance and Policy Committee and the Finance Committee each received an additional annual cash retainerpayment of $15,000,$20,000, and the Chairs of the Audit Committee and the Human Resources Committee as well as the Lead Director, each received an additional annual cash retainerpayment of $25,000. In 2017, eachnon-employee$30,000. The Lead Director also received a grantan additional annual cash payment of Verizon share equivalents valued at $175,000 on the grant date.$75,000. No meetingadditional fees were paid if anon-employee Director attended a Board or Committeefor meeting on the day before or the day of a regularly scheduled Board meeting. Eachnon-employee Director who attended a Board or Committee meeting held on any other date received a meeting fee of $2,000.attendance.
Eachnon-employee Director who joins our Board receives aone-time grant of 3,000 Verizon share equivalents valued at the closing price on the date the new Director joins our Board.
All share equivalents thatnon-employee Directors receive are automatically credited to the Director’s deferred compensation account under the Verizon Executive Deferral Plan, which is referred to as the Deferral Plan, and invested in a hypothetical Verizon stock fund. Share equivalents received in theone-time grant or the annual equity grant may not be sold while the Director serves on the Board. Amounts in a Director’s deferred compensation account are paid in a cash lump sum in the year following the year the Director leaves our Board.
Non-employee Directors may choose to defer all or part of their annual cash retainer and meeting fees (if any)payments under the Verizon Executive Deferral Plan. Anon-employee DirectorThey may elect to invest these amounts in the hypothetical investment options available to participants in Verizon’s Management Savings Plan or in a hypothetical cash account that earns a return rate equal to the long-term, high-grade corporate bond yield average as published by Moody’s Investor Services, or in the other hypothetical investment options available to participants in Verizon’s Management Savings Plan.Services.
One of ournon-employee Directors who served as a director of a predecessor company is a participant in a charitable giving program. Under this program, when a participant retires from the Board or attains age 65 (whichever occurs later) or dies, Verizon will make one or more charitable contributions in the aggregate amount of $1,000,000, payable in ten annual installments. This program, which is closed to future participants, is financed through the purchase of insurance on the life of each participant. In 2017, the aggregate cost of maintaining and administering this program for the participant was $15,000.
Thenon-employee Directors are eligible to participate in the Verizon Foundation Matching Gifts Program. Under this program, which is open to all Verizon employees, the Foundation matches up to $5,000 per year of charitable contributions to accredited colleges and universities, $1,000 per year of charitable contributions to anynon-profit with 501(c)(3) status, and $1,000 per year of charitable donations to designated disaster relief campaigns.
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summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Director Compensation |Non-employee Director compensation in
2017
Director compensation in 2017
Name (a) | Fees Earned or Paid in Cash1 ($) (b) | Stock Awards2 ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 ($) (f) | All Other Compensation4 ($) (g) | Total ($) (h) | |||||||||||||||||||
Shellye Archambeau
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139,000
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175,000
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0
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0
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1,109
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0
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315,109
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Mark Bertolini
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131,000
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175,000
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0
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0
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0
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0
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306,000
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Richard Carrión*
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146,000
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175,000
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0
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0
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9,872
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0
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330,872
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Melanie Healey
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131,000
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175,000
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0
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0
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0
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5,000
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311,000
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M. Frances Keeth*
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179,000
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175,000
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0
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0
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0
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0
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354,000
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Karl-Ludwig Kley
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133,000
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175,000
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0
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0
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1,355
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0
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309,355
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Clarence Otis, Jr.*
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164,000
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175,000
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0
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0
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16,877
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0
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355,877
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Rodney Slater
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131,000
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175,000
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0
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0
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0
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0
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306,000
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Kathryn Tesija
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139,000
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175,000
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0
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0
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6,171
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0
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320,171
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Gregory Wasson
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139,000
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175,000
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0
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0
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0
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0
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314,000
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Gregory Weaver*
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164,000
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175,000
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0
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0
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725
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0
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339,725
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| Name (a) | Fees earned or paid in cash1 ($) (b) | Stock awards2 ($) (c) | Option awards ($) (d) | Non-equity incentive plan compensation ($) (e) | Change in pension value and nonqualified deferred compensation earnings ($) (f) | All other compensation ($) (g) | Total ($) (h) | |||||||
| Shellye Archambeau* | 145,000 | 210,000 | 0 | 0 | 0 | 0 | 355,000 | |||||||
| Roxanne Austin | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | |||||||
| Mark Bertolini* | 145,000 | 210,000 | 0 | 0 | 0 | 0 | 355,000 | |||||||
| Vittorio Colao | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | |||||||
| Melanie Healey | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | |||||||
| Laxman Narasimhan | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | |||||||
| Clarence Otis, Jr.** | 200,000 | 210,000 | 0 | 0 | 0 | 0 | 410,000 | |||||||
| Daniel Schulman* | 155,000 | 210,000 | 0 | 0 | 0 | 0 | 365,000 | |||||||
| Rodney Slater | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | |||||||
| Carol Tomé | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | |||||||
| Gregory Weaver* | 155,000 | 210,000 | 0 | 0 | 0 | 0 | 365,000 |
| * | Denotes a chair of a standing committee during |
| ** | Mr. Otis served as Lead Director during |
| 1 | This column includes all fees earned in |
| 2 | For eachnon-employee Director, this column reflects the grant date fair value of thenon-employee Director’s |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Shareholders have strongly supported Verizon’s executive compensation program since our first annual advisory vote on the matter in 2009. We are asking you to vote in favor of the following non-binding resolution:
“Resolved, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in Verizon’s proxy statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Compensation Tables, and the related narrative discussion.”
The structure of our executive compensation program for 2023 is similar to prior years, with updates to address changes in our strategic emphasis. Our Board recommends a vote FOR this resolution because the Board believes our program effectively:
| • | Encourages strong short-term and long-term performance; |
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In the Compensation Discussion and Analysis and Compensation Tables beginning on page 23, we provide a detailed description of our executive compensation program, including our philosophy, the elements of our program, and the compensation of our named executive officers. We encourage you to read these sections before deciding how to vote on this proposal.
Item 2: RatificationThis advisory resolution, commonly known as a “say-on-pay” resolution, is not binding on our Board of AppointmentDirectors. Nevertheless, the Board and the Human Resources Committee value shareholder feedback received through this annual say-on-pay vote and our direct investor outreach program. The voting results and direct shareholder input are carefully reviewed and considered and are an important part of
Independent Registered Public Accounting Firm
The Audit Committee considered the performance and qualifications of Ernst & Young LLP, and has reappointed that independent registered public accounting firm to examine the financial statements of Verizonprocess for fiscal year 2018 and to examine the effectiveness of internal control over financial reporting. Ernst & Young has been retained as Verizon’s independent registered public accounting firm since 2000.
Verizon paid the following fees to Ernst & Young for services rendered during fiscal years 2017 and 2016.evaluating our executive compensation program.
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Audit fees include the financial statement audit, the audit of the effectiveness of Verizon’s internal control over financial reporting required by the Sarbanes-Oxley Act, and financial statement audits required by statute for our foreign subsidiaries. Audit-related fees primarily include audits of other subsidiaries, reviews of controls over services provided to customers, and work related to the implementation of new accounting standards, as well as other audit and due diligence procedures performed in connection with acquisitions, dispositions or other financial transactions. Tax fees primarily consist of federal, state, local and international tax planning and compliance. The Audit Committee considered, in consultation with management and the independent registered public accounting firm, whether Ernst & Young could provide these services while maintaining independence.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm that performs audit services. In considering Ernst & Young’s appointment for the 2018 fiscal year, the Committee reviewed the firm’s qualifications and competencies, including the following factors:
In addition, in order to ensure continuing auditor independence, the Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. The Committee ensures that the mandated rotation of Ernst & Young’s personnel occurs routinely and is directly involved in the selection of Ernst & Young’s lead engagement partner.
The Committee has established policies and procedures regardingpre-approval of services provided by the independent registered public accounting firm and is responsible for negotiating the audit fees associated with the engagement. At the
Audit Matters |Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm
beginning of the fiscal year, the Committeepre-approves the engagement of the independent registered public accounting firm to provide audit services based on fee estimates. The Committee alsopre-approves proposed audit-related services, tax services and other permissible services based on specified project and service details, fee estimates, and aggregate fee limits. The Committee receives a report at each meeting on the status of services provided or to be provided by the independent registered public accounting firm and approves the related fees. The Committeepre-approved all of Ernst & Young’s 2017 fees and services.
The affirmative vote of a majority of the shares cast at the annual meeting is required to ratify the reappointment of Ernst & Young for the 2018 fiscal year. The Committee believes that continuing to retain Ernst & Young to serve as Verizon’s independent registered public accounting firm is in the best interests of Verizon and our shareholders. If this appointment is not ratified by the shareholders, the Committee will reconsider its decision.
One or more representatives of Ernst & Young will be at the 2018 Annual Meeting of Shareholders. They will have an opportunity to make a statement and will be available to respond to appropriate questions.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| 2023 Named executive officers |  |  |  |  |  |  | ||||||
Hans Chairman and Chief Executive Officer | Anthony Skiadas* Executive Vice President and Chief Financial Officer | Sowmyanarayan Sampath** Executive Vice President and Group CEO – Verizon Consumer | Kyle Executive Vice President and Group CEO – Verizon Business | Craig Executive Vice President and President – Verizon Global Services | Matthew Former Executive Vice President and Chief Financial Officer
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| * | Mr. Skiadas succeeded Mr. Ellis as Executive Vice President and Chief Financial Officer effective April 29, 2023. Prior to that appointment, Mr. Skiadas served as Verizon’s Senior Vice President and Controller. Mr. Ellis separated from Verizon on April 29, 2023. | |
Audit Committee ReportHuman Resources Committee.
In the performance of our oversight responsibilities, the Committee has reviewed and discussed with management and the independent registered public accounting firm Verizon’s audited financial statements for the year ended December 31, 2017, and the effectiveness of Verizon’s internal control over financial reporting as of December 31, 2017.
The Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the Securities and Exchange Commission, the New York Stock Exchange, The Nasdaq Stock Market and Statement on Auditing Standards No. 1301, as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
The Committee has received written disclosures and a letter from the independent registered public accounting firm consistent with applicable Public Company Accounting Oversight Board requirements for independent registered public accounting firm communications with audit committees concerning independence, and has discussed with the independent registered public accounting firm its independence.
The Committee discussed with the internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Committee met with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of Verizon’s internal controls and the overall quality of Verizon’s financial reporting.
The Committee has assessed and discussed with management Verizon’s significant business risk exposures and overseen management’s programs and policies to monitor, assess and manage such exposures. The Committee also periodically monitored and evaluated the primary risks associated with particular business units and functions.
Based on the reviews and discussions referred to above, in reliance on management and the independent registered public accounting firm, and subject to the limitations of our role, the Committee recommended to the Board of Directors, and the Board has approved, the inclusion of the financial statements referred to above in Verizon’s Annual Report on Form10-K for the year ended December 31, 2017.
The Committee reviewed the independent registered public accounting firm’s performance, qualifications and tenure, the qualifications of the lead engagement partner, management’s recommendation regarding retention of the firm, and considerations related to audit firm rotation, as discussed further on page 23. Based on that review, the Committee reappointed the independent registered public accounting firm for fiscal year 2018.
Respectfully submitted,
The Audit Committee
Gregory Weaver, Chair
Shellye Archambeau
M. Frances Keeth
Clarence Otis, Jr.
Kathryn Tesija
Gregory Wasson
March 5, 2018
Compensation Discussion and Analysis
The Human Resources Committee of the Board of Directors oversees the development and implementation of the compensation program for Verizon’s named executive officers.
For 2017, our named executive officers were:
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Compensation Discussion and Analysis | Best practices in executive compensation and governance
Best practices in executive compensation and governance
Our compensation program reflects our commitment to industry-leading standards for compensation design and governance. The Human Resources Committee regularly reviews best practices in executive compensation and governance and revises our policies and practices when appropriate. The following table highlights some features of our compensation program that demonstrate the rigor of our policies.
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Compensation Discussion and Analysis |Roles and responsibilities
Roles and responsibilities
Human Resources Committee
The Human Resources Committee of the Board of Directors oversees Verizon’s management succession planning and talent development, as well as the design and implementation of the compensation program for our named executive officers.officers, as well as Verizon’s management succession planning, talent development and human capital management initiatives, including with respect to employee diversity, equity and inclusion and pay equity. The CEO’s compensation is determined by the independent members of the Board after receiving the Committee’s recommendation. References to the Committee in this Compensation Discussion and Analysis with respect to the CEO’s compensation reflect that process.
Management
Management.The Committee may consultconsults with the Executive Vice President and Chief AdministrativeHuman Resources Officer about the design, administration and operation of the compensation program. The Committee has delegated administrative responsibility for implementing its decisions on compensation and benefits matters to the Chief AdministrativeHuman Resources Officer, who reports to the Committee on the actions taken under this delegation.
The Committee seeks the CEO’s views on whether the existing compensation policies and practices continue to support Verizon’s business and performance objectives, utilize appropriate performance targets, and appropriately reward the contributions of the other named executive officers. While the Committee values the CEO’s insight, ultimately the Committee makes an independent determination on all matters related to the compensation of the named executive officers.
Independent compensation consultant
consultant.The Committee has the sole authority to retain and terminate a compensation consultant and to approve all terms of the engagement, including fees. The Committee has retained Pearl MeyerSemler Brossy Consulting Group, LLC as its compensation consultant (Consultant) based on the firm’s independence and expertise in representing the compensation committees of large corporations. The Consultant(Semler Brossy). Semler Brossy advises the Committee on all matters related to the compensation of our named executive officers and ournon-employee Directors. This includesSemler Brossy’s advisory services include providing current benchmarking data for our peer group and other relevant market data in our industry and helping the Committee interpret this data, as well as helping the Committee interpret data gatheredprovided by the Company. The ConsultantSemler Brossy participates in all Committee meetings and confers regularly with the Committee in executive session at those meetings.
Committee policy prohibits the ConsultantSemler Brossy from doing any work for the Company during its engagement. Neither Pearl Meyer nor its affiliates have performed anyengagement, and Semler Brossy did not perform work for the Company or any Company affiliate since the Committee first retained the Consultant in 2006.
2023. The Committee has considered the independencemade assessments of Pearl Meyer in light ofSemler Brossy under SEC rules and NYSE and Nasdaq listing standards. Atstandards and concluded that Semler Brossy was independent, and that its work in 2023 for the Committee’s request, Pearl Meyer provided a letter addressing its independence, including the following factors:Committee did not raise any conflicts of interest.
The Committee has concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Committee.
|
Compensation Discussion and Analysis |Shareholder feedback on compensation
Shareholder feedback on compensation
Our Board, the Human Resources Committee and our management team value shareholder perspectives on our executive compensation program. As part of the Committee’s annual review of the program, it considers the outcome of Verizon’s annual shareholder advisory vote on executive compensation – the“say-on-pay.” At our Annual Meeting in May 2017, the compensation of our named executive officers was approved by approximately 93% of votes cast, demonstrating a high level of shareholder support for our compensation program and policies.
Management and Directors engage with our institutional shareholders in meetings and calls throughout the year. Topics covered have included, among others,of discussion typically include the Committee’s choice of performance measures for awards issued under our Short- and Long-Term Incentive Plans, the relationship between the performance measures and
23
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
our long-term strategy, the payout terms of equity awards, compensation recoupment policies and shareholder proposals, and SECour long-standing practice of including quantitative ESG performance measures in our Short-Term Plan. In addition to this direct feedback, as part of the Committee’s annual review of the executive compensation disclosure initiatives.program, the Committee considers the outcome of Verizon’s annual shareholder advisory vote on executive compensation – the “say-on-pay.” At our Annual Meeting in May 2023, the compensation of our named executive officers was approved by approximately 91% of votes cast. Based on the feedback we have received duringperspective obtained from discussions with our outreach meetings,long-term shareholders, the results of our 20172023 say-on-pay vote, and the history of strong shareholder support in priorsay-on-pay votes, the Committee believes our shareholders continue to strongly support Verizon’s executive compensation program.
Peer group
Our compensation program reflects our commitment to industry-leading standards for compensation design and governance. The Human Resources Committee usesregularly reviews best practices in executive compensation and governance and revises our policies and practices when appropriate. The following table highlights some features of our executive compensation program that demonstrate the same peer group to benchmark executive pay opportunities and to evaluate Verizon’s relative stock performance under the Long-Term Plan. This peer group, which we call the Related Dow Peers, includes the 29 companies (other than Verizon) in the Dow Jones Industrial Average, plus Verizon’s five largest industry competitors that are not included in the Dow Jones Industrial Average. This grouprigor of companies is appropriate for the dual purpose of benchmarking executive pay opportunities and evaluating relative stock performance under the Long-Term Plan because many of the companies included in the group are similar to us in market capitalization, net income, revenue and total employees, and otherwise are our five largest industry competitors. This group also includes other companies we compete against in the marketplace, such as Apple, Disney and Microsoft. These companies represent Verizon’s primary competitors for executive talent and investor dollars. Moreover, this peer group is self-adjusting so that changes in the companies included in the Dow Jones Industrial Average are also reflected in the Related Dow Peers over time. For these reasons, the Committee believes that use of the Related Dow Peers provides a consistent measure of Verizon’s performance and makes it easier for shareholders to understand, evaluate and monitor Verizon’s compensation program.policies.
 | What we do | More information | |
| Pay for performance | Approximately 90% of named executive officers’ total compensation opportunity is variable, incentive-based pay. | 26 | |
| Focus on performance: Exclude buybacks from EPS results | Our adjusted earnings per share (EPS) metric under our Long-Term Incentive Plan (Long-Term Plan) excludes the benefit of any repurchases of Verizon’s common stock under a share buyback program. | 32 | |
| Robust stock ownership guidelines | We have stock ownership guidelines for the CEO of 7x base salary; for other named executive officers of 4x base salary; and for Directors of 5x the cash component of the annual Board retainer. | 37 | |
| Clawback policies | Our clawback policies give us the right to cancel or “claw back” incentive compensation from any senior executive who has engaged in misconduct that results in (i) significant reputational or financial harm to Verizon | 38 | |
| Anti-hedging policy | Our anti-hedging policy prohibits Directors and executives who receive equity-based incentive awards from entering into transactions designed to hedge or offset any decrease in the market value of Verizon stock that they own. | 37 | |
| Double-trigger change in control | In the event of a change in control, our Long-Term Plan requires an involuntary termination without cause for any accelerated vesting of awards. | 37 | |
| ESG metric | For over 20 years, our short-term incentive program has included an ESG metric. | 29 | |
| | |||
Compensation Discussion and Analysis |Peer group
Related Dow Peer information
The following chart shows the companies included in the Related Dow Peers, as constituted on March 3, 2017, the date of the 2017 PSU grant. The chart includes each company’s market capitalization as of December 31, 2017 as reported by Bloomberg, as well as net income attributable to the company, revenue and total number of employees as of each company’s most recent fiscalyear-end as reported in SEC filings.
Company
|
| Market Capitalization ($ Millions)
|
|
| Net Income Attributable to the Company ($ Million)
|
|
| Revenue ($ Millions)
|
|
| Total Employees
|
| ||||||
3M |
|
$140,188 |
| $4,858 | $31,657 | 91,536 | Verizon’s rank among Related Dow Peers (35 companies)
« 13th Market capitalization
« 2nd Net income
« 7th Revenue
« 12th Total employees | |||||||||||
American Express |
|
$86,201 |
|
|
$2,736 |
|
|
$35,583 |
|
|
55,000 |
| ||||||
Apple |
|
$860,882 |
|
|
$48,351 |
|
|
$229,234 |
|
|
123,000 |
| ||||||
AT&T |
|
$238,684 |
|
|
$29,450 |
|
|
$160,546 |
|
|
254,000 |
| ||||||
Boeing |
|
$175,642 |
|
|
$8,197 |
|
|
$93,392 |
|
|
140,800 |
| ||||||
Caterpillar |
|
$93,750 |
|
|
$754 |
|
|
$45,462 |
|
|
98,400 |
| ||||||
Charter Communications |
|
$93,789 |
| $9,895 | $41,581 | 94,800 | ||||||||||||
Chevron |
|
$237,783 |
|
|
$9,195 |
|
|
$127,485 |
|
|
51,900 |
| ||||||
Cisco Systems |
|
$189,341 |
|
|
$9,609 |
|
|
$48,005 |
|
|
72,900 |
| ||||||
Coca-Cola |
|
$195,479 |
|
|
$1,248 |
|
|
$35,410 |
|
|
61,800 |
| ||||||
Comcast |
|
$187,185 |
| $22,714 | $84,526 | 164,000 | ||||||||||||
DowDuPont* |
|
$166,654 |
|
|
$2,753 |
|
|
$79,535 |
|
|
98,000 |
| ||||||
Exxon Mobil |
|
$354,392 |
| $19,710 | $237,162 | 69,600 | ||||||||||||
General Electric |
|
$151,328 |
|
|
($5,786 |
) |
|
$120,468 |
|
|
313,000 |
| ||||||
Goldman Sachs Group |
|
$99,816 |
|
|
$4,286 |
|
|
$42,254 |
|
|
36,600 |
| ||||||
Home Depot |
|
$221,323 |
|
|
$8,630 |
|
|
$100,904 |
|
|
400,000 |
| ||||||
IBM |
|
$142,035 |
| $5,753 | $79,139 | 366,600 | ||||||||||||
Intel |
|
$216,029 |
|
|
$9,601 |
| �� |
|
$62,761 |
|
|
102,700 |
| |||||
Johnson & Johnson |
|
$375,361 |
|
|
$1,300 |
|
|
$76,450 |
|
|
134,000 |
| ||||||
JPMorgan Chase |
|
$371,052 |
| $24,441 | $113,899 |
| 252,539
|
| ||||||||||
McDonald’s |
|
$137,212 |
|
|
$5,192 |
|
|
$22,820 |
|
|
235,000 |
| ||||||
Merck |
|
$153,304 |
| $2,394 | $40,122 | 69,000 | ||||||||||||
Microsoft |
|
$659,906 |
|
|
$25,489 |
|
|
$96,571 |
|
|
124,000 |
| ||||||
Nike |
|
$102,051 |
|
|
$4,240 |
|
|
$34,350 |
|
|
74,400 |
| ||||||
Pfizer |
|
$215,897 |
|
|
$21,308 |
|
|
$52,546 |
|
|
90,200 |
| ||||||
Procter & Gamble |
|
$233,096 |
|
|
$15,326 |
|
|
$65,058 |
|
|
95,000 |
| ||||||
Sprint Corporation |
|
$23,562 |
|
|
($1,206) |
|
|
$33,347 |
|
|
28,000 |
| ||||||
T-Mobile US |
|
$52,838 |
|
| $4,536
|
| $40,604 | 51,000 | ||||||||||
Travelers |
|
$37,124 |
|
|
$2,056 |
|
|
$28,902 |
|
|
30,800 |
| ||||||
UnitedHealth Group |
|
$213,641 |
|
|
$10,558 |
|
|
$201,159 |
|
|
260,000 |
| ||||||
United Technologies |
|
$101,874 |
| $4,552 | $59,837 | 204,700 | ||||||||||||
VISA |
|
$258,392 |
|
|
$6,699 |
|
|
$18,358 |
|
|
15,000 |
| ||||||
Wal-Mart |
|
$292,535 |
|
|
$9,862 |
|
|
$500,343 |
|
|
2,300,000 |
| ||||||
Walt Disney |
|
$162,374 |
|
|
$8,980 |
|
|
$55,137 |
|
|
199,000 |
| ||||||
Verizon |
|
$215,925 |
|
|
$30,101 |
|
|
$126,034 |
|
|
155,400 |
|
 | |||
| Tax gross-ups | We do not provide tax gross-ups to | 36 | |
| Dividends on unearned performance awards | We do not pay dividends on unearned Performance Stock Units (PSUs) or Restricted Stock Units (RSUs). | 31 | |
| Employment contracts | None of our named executive officers has an employment contract. | 37 | |
| Guaranteed benefits | Over 15 years ago, we froze our defined benefit pension and | 36 | |
24
summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Compensation Discussion and Analysis |Peer group
Benchmarking total compensation opportunity
The Committee evaluates whether the compensation opportunities for our executives are appropriate and competitive by comparing each named executive officer’s total compensation opportunity – which represents the sum of the executive’s base salary and target award amounts under the Short-Term Incentive Plan (Short-Term Plan) and the Long-Term Plan – to the total compensation opportunities for executives in comparable positions at peer companies. The Committee referencescompanies, referencing the 50th50th percentile of the Related Dow Peers when making this comparison. A named executive officer’s total compensation opportunity may be higher or lower depending upon the executive’s tenure and overall level of responsibility.
The total amountpeer groups utilized for compensation benchmarking are reviewed each year. For 2023 compensation decisions, the Committee utilized a peer group that consisted of the companies in the Dow Jones Industrial (Dow) Average (other than Verizon) with at least $50 billion in annual revenue, plus Verizon’s four largest industry competitors (AT&T, Charter Communications, Comcast and T-Mobile US) and four large market-capitalization technology companies (Alphabet, Amazon, Meta Platforms and Netflix) that were not included in the Dow at the time of the 2023 compensation an executive actually receives may be less or more thandecisions, whose applications rely heavily on our network and technology. This is the targeted opportunity based on Verizon’s annual and long-term performance results.same peer group selection criteria utilized for 2022 compensation decisions.
Below are the companies included in the Company’s peer group for 2023 compensation benchmarking purposes.
| Alphabet Amazon American Express Apple AT&T Boeing Caterpillar Charter Communications Chevron Cisco | Comcast Dow Inc. Home Depot IBM Intel Johnson & Johnson JPMorgan Chase Merck Meta Platforms | Microsoft Netflix Nike Procter & Gamble T-Mobile US UnitedHealth Group Walgreens Boots Alliance Walmart Walt Disney |
Compensation objectives
Verizon’s executive compensation program supports the creation of shareholder value by pursuing four key objectives:
Attract and retain high-performing executives with the leadership abilities and experience necessary in an enterprise with our scale, breadth, and complexity to develop and execute our business strategies, drive superior results, meet diverse challenges and build long-term shareholder value;
Pay for superior results and sustainable growth by rewarding the achievement of challenging performance goals;
Drive performance and create shareholder value by emphasizing variable,at-risk compensation with an appropriate balance of short-term and long-term objectives that align executive and shareholder interests; and
Manage risk through oversight and compensation design features and practices that balance short-term and long-term incentives and cap maximum payments.
| • | Attract and retain high-performing executives with the leadership abilities and experience necessary to drive our customer-focused, technology-enabled strategy, within an enterprise of our scale, breadth and complexity; | |
| • | Pay for superior results and sustainable growth by rewarding the achievement of challenging short- and long-term performance goals designed to build shareholder value; | |
| • | Drive performance and create shareholder value by emphasizing variable, at-risk compensation with an appropriate balance of short-term and long-term objectives that align executive and shareholder interests; and | |
| • | Manage risk through oversight and compensation design features, policies and practices that strike an appropriate balance between risk and reward. |
25
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Committee determines the appropriate balance between fixed and variable pay elements, short- and long-term pay elements, and cash and equity-based pay elements when setting total compensation opportunities at competitive levels.
| Pay element | Characteristics | ||||
Base salary | Annual fixed cash compensation | Attract and retain high-performing and experienced executives | |||
Short-term incentive | Annual variable cash compensation based on the achievement of predetermined annual performance measures | Motivate executives to achieve | |||
Long-term incentive
| |||||
| Long-term variable equity awards granted annually as a combination of | Align executives’ interests with those of shareholders, encourage efforts to grow long-term value, and retain executives | |||
While the Committee does not benchmark and target each individual element of compensation to a specified market level, it does review market data with respect to the mix of annual cash and long-term equity components for similarly situated executives among the Related Dow Peers.
Compensation mix to emphasize long-term performance
The Committee believes that a substantial majority of each named executive officer’s total compensation opportunity should be variable and at risk in order to emphasize a performance-based culture. In establishing the mix of incentive pay for the named executive officers, the Committee balances the importance of meeting Verizon’s short-term business goals with the need to create shareholder value over the longer term. To that end, long-term target compensation opportunities are more
Compensation Discussion and Analysis |Compensation objectives and elements of compensation
than double the annual base salary and short-term incentive target compensation opportunities. Moreover, since the annual Long-Term Plan featuresawards feature three-year award cycles, with awards consisting of PSUs subject to both performance-based and time-based vesting requirements and RSUs subject to time-based vesting requirements, we reward sustained performance and also encourage high-performing executives to remain with Verizon.
For 2017, the Committee allocated approximately 10% of each executive’s
The following chart illustrates the approximate allocation of the named executive officers’ 20172023 total compensation opportunity between variable, performance-based elements and fixed pay. The actual percentages vary by individual.
26
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Committee takes a holistic approach to establishing performance targets under our incentive plans. Targets are set at the time of the Board’s annual strategy session to ensureplans and ensuring that our executives’ compensation opportunitiesthey are aligned with Verizon’s short- and long-term strategic goals. In establishing performance targets, the Committee recognizes the importance of achieving an appropriate balance between rewarding executives for strong performance over both the short- and long-term and establishing realistic goals that continue to motivate and retain executives. As a result, we believe that our Short-Term and Long-Term Plans provide for measurable, rigorous performance targets that are attainable, but challenge executives to drive business results that generate shareholder value.
In setting the performance targets, the Committee considered the following factors:
| • | Verizon’s short- and long-term strategy; | |
| • | Economic, industry and competitive environments; | |
| • | The creation of shareholder value; | |
| • | The achievement level against performance targets in the prior year; | |
| • | Financial analysts’ consensus estimates for the performance measures over future performance cycles; | |
| • | The correlation among the performance measures and considerations of how Verizon’s operational performance will affect each measure differently; and | |
| • | With regard to the ESG metrics in the Short-Term Plan, Verizon’s strategic plans to reduce its environmental impact and promote diversity in its workforce and among its business partners. |
2017
To determine an executive’s base salary, the Committee, with assistance from the Consultant,Semler Brossy, considers the pay practices of the Related Dow Peerspeer group for comparable positions; the executive’s experience, tenure, scope of responsibility and performance; internal pay alignment; continuity planning and management development considerations; and for newly-hired executives, the Committee also considers the compensation required to attract the executive to the Company. In particular, the Committee focuses on how base salary levels may impact the market competitiveness of an executive’s total compensation opportunity. There is no specific weighting applied to any of these factors in setting annual salaries, and the process ultimately relies on the subjective exercise of the Committee’s judgment.
2017 variable vs. fixed pay mix
Compensation Discussion and Analysis |2017 annual base salary
Based on its assessment,The Committee took these considerations into account in making the following base salary determinations for Mr. Sampath, Mr. Malady, Mr. Skiadas, and Mr. Silliman. In March 2023, when Mr. Sampath was appointed Executive Vice President and Group CEO – Verizon Consumer, and Mr. Malady was appointed Executive Vice President and Group CEO – Verizon Business, the Committee approved base salary increases in 2017 of 7.1% for Mr. Ellis, 5.6% for Mr. Stratton and 5.6% for Ms. Walden and a new base salary for Mr. VestbergSampath of Swedish Krona (SEK) 8,082,000 ($900,000 using an exchange rate$1,050,000 (an increase of 8.98 SEK = 1 U.S. Dollar (USD)23.53% from his prior base salary) and a new base salary for Mr. Malady of $1,000,000 (an increase of 11.11% from his prior base salary), which wasreflect the SEK to USD exchange rate on February 24, 2017).scope and breadth of their new positions. The Committee approved thesea 2023 base salary levelsof $900,000 for Mr. Silliman in order to create an appropriate total compensation opportunity for each officer, in lightconnection with his role as Executive Vice President and President – Verizon Global Services (an increase of 5.88% from his prior base salary). In addition, the Committee’s reference of the 50th percentile for comparable executives within the Related Dow Peers and the goal of providingCommittee approved a compensation mix that generally targetsnew base salary at approximately 10%for Mr. Skiadas of the total compensation opportunity. Applying this same methodology, the Committee determined that Mr. McAdam’s$800,000 (an increase of 28% from his prior base salary shouldin his role as Senior Vice President and Controller) effective on the date Mr. Skiadas assumed the position of Executive Vice President and Chief Financial Officer in April 2023. Messrs. Vestberg and Ellis did not be adjustedreceive a base salary increase in 2017, and it remains at the same level established in 2014.2023.
2017
The Verizon Short-Term Plan motivates executives to achieve challenging short-term performance targets.targets in order to provide the foundation for future growth. Each year, the Committee establishes the potential value of the awards under the Short-Term Plan, as well as the performance targets required to achieve these awards.
For the 2023 Short-Term Plan, the Committee established a single set of performance metrics at the Verizon corporate level, based on Verizon’s consolidated results, that apply to all executives, consistent with the 2022 Short-Term Plan. The Committee also maintained the same three financial performance measures – service and other revenue, cash flow from operations and adjusted operating income – as well as the diversity and sustainability metrics from the 2022 Short-Term Plan. The Committee evolved the plan design for 2023 by eliminating the qualitative operating unit and overall leading indicators that were in place for 2022, after taking into consideration the formation of the Verizon Global Services organization in addition to Verizon’s three operating units – Consumer, Business and Global Network and Technology (GN&T) – and the desire to focus all employees around a single set of shared strategic goals, further accelerate efficiency and growth, and emphasize a unified Verizon.
27
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Committee setsset the values of the 2023 Short-Term Plan award opportunities as a percentage of an executive’s base salary based on both the scope of the executive’s responsibilities and the competitive pay practices of the Related Dow Peers.peer group used for benchmarking our executives’ total compensation opportunity. The Short-Term Plan award opportunities at the threshold, target and maximum levels for each of the named executive officers are shown in the “GrantsGrants of plan-based awards”Plan-based Awards table on page 48.42.
For the named executive officers, other than Mr. Skiadas, target award opportunities, expressed as a percentage of base salary, did not change for 2017.2023. However, the dollar value of the 20172023 target award opportunitiesopportunity for Mr. Ellis, Mr. StrattonMessrs. Sampath, Malady and Ms. WaldenSilliman increased from 20162022 as a result of the base salary increases described above. Mr. McAdamMessrs. Vestberg and Ellis did not receive a salary increase in 2017,2023, so the dollar value of his 2017their respective 2023 target award opportunityopportunities was the same as it was in 2015 and 2016.2022. When Mr. VestbergSkiadas was hiredpromoted to Executive Vice President and Chief Financial Officer in April 2017, he was eligible for a full year Short-Term Plan award for 2017, and2023, his target award opportunity was set atincreased from 90% to 150% of his base salary which is consistent with target award opportunities ason a percentage of base salary that apply toprorated basis. The dollar value in the named executive officers other than Mr. McAdam.2023 Short-Term Plan Target Award Opportunity table below reflects this increase.
The following table shows the 20172023 Short-Term Plan target award opportunity for each of the named executive officers.
2017
| Named executive officer | As a percentage of base salary | As a dollar value | ||||||
Mr. McAdam
| 250% | $4,000,000 | ||||||
Mr. Ellis
| 150% | $1,125,000 | ||||||
Mr. Stratton
| 150% | $1,425,000 | ||||||
Mr. Vestberg
| 150% | $1,350,000 | * | |||||
Ms. Walden
| 150% | $1,425,000 | ||||||
| Named executive officer | As a percentage of base salary | As a dollar value | |
| Mr. Vestberg | 250% | $ | 3,750,000 |
| Mr. Skiadas* | 150% | $ | 987,500 |
| Mr. Sampath | 150% | $ | 1,575,000 |
| Mr. Malady | 150% | $ | 1,500,000 |
| Mr. Silliman | 150% | $ | 1,350,000 |
| Mr. Ellis** | 150% | $ | 1,425,000 |
| * | |
| ** | In connection with Mr. Ellis’s involuntary separation from Verizon in April 2023, he was |
In the first quarter of each year,February 2023, the Committee establishes financial and operationalestablished the performance measures and targets for the 2023 Short-Term Plan that are consistent withPlan. The Committee established financial, operational and ESG performance measures and targets at the Verizon corporate level, based on Verizon’s strategic goals.consolidated results. For each suchperformance measure, the Committee setsset a target that challenges executives to drive business results that generate shareholder value. Verizon’s performance with respect to these applicable measures determines the amount of the short-term incentive awards earned by the named executive officers.
Compensation Discussion and Analysis |2017 short-term incentive compensation
|
|
The 20172023 performance measures, along with the weighting ascribed to each, are shown belowon the following page as a percentage of the total Short-Term Plan award opportunity at target level performance. The Committee believes that these performance measures are appropriate to motivate Verizon’s executives to achieve outstanding short-term results and, at the same time, help establish the foundation for long-term value for shareholders.
The 2023 measures and related targets approved by the Committee are described in detail on the following page.
28
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
  | Why these performance measures? The Committee |
| Service and other revenue | Target range: $109.4 billion to $111.3 billion | |||
|
| |||
|
| |||
Compensation Discussion and Analysis |2017 short-term incentive compensation
|
creating high-quality growth. The Committee views | |||
| Adjusted operating income | Target range: $30.6 billion to $32.1 billion | |||
| Adjusted operating income is a measure | ||||
| Cash flow from operations | Target range: $35.3 billion to $37.1 billion | |||
| Cash flow from operations is a measure of the cash generated from our ongoing, regular business activities and is used to fund expansion and modernization of our | ||||
| ESG metrics | Targets: Workforce diversity of 60.6%, diverse supplier spend of $5.5 billion, and carbon intensity reduction of 16.0% | |||
|
networks that move the world forward.” As a large, multinational company with a highly diverse customer and employee base, we know that our operations are strengthened when we leverage the diversity of thought and cultures of our workforce and | |||
29
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Short-Term Plan provides for performance measures to be adjusted to exclude the impact of certain types of events not contemplated at the time the performance measures were set, such as significant transactions, changes in legal or regulatory policy and other special items. InThe Committee did not make any adjustments in determining free cash flow,Verizon’s performance against the Committee made an adjustment for a discretionary pension prefunding contribution made in March 2017, set forth in Appendix A, which was not contemplated when the free cash flow target was set. No awards are paid under the Short-Term Plan if Verizon’s return on equity (ROE) for the plan year, based on adjusted net income, does not exceed 8% (even if some or all of the other performance measures are achieved).
Service and other revenue | $31.1B Adjusted operating income | $37.5B Cash flow from operations | ||
 |  |  | ||
 |  |  | ||
60.3% U.S.-based workforce comprised of women and minorities (below target performance) | $6.1B annual supplier spend with, or directed to, diverse firms2 (above target performance) | 17.8% reduction in carbon intensity (above target performance) |
| 1 | A reconciliation of non-GAAP measures to the most directly comparable GAAP measures may be found in Appendix B. | |
| 2 | For the twelve-month period ended September 30, 2023 or November 30, 2023, depending on the tier of supplier. |
Compensation Discussion and Analysis |2017 short-term incentive compensation
2017 Short-Term Plan award.After considering the level of performance with respect to each performance measure, and basedBased on anits assessment of Verizon’s performance against the level of achievement of each goal individuallyVerizon corporate measures and collectively,targets set forth above, the Committee determines the final Short-Term Plan award asapproved a payout percentage for all of the target level for all employees participating in the Short-Term Plan. For 2017, this payout percentage was determined to be 93%Plan of the target level. 109%.
The following table shows the amount of theactual Short-Term Plan award paid toearned by each named executive officer.officer based on the payout percentages detailed above.
| Named executive officer | Target award | x | Payout percentage | = | Actual award | ||
| Mr. Vestberg | $ | 3,750,000 | 109% | $ | 4,087,500 | ||
| Mr. Skiadas* | $ | 987,500 | 109% | $ | 1,076,375 | ||
| Mr. Sampath | $ | 1,575,000 | 109% | $ | 1,716,750 | ||
| Mr. Malady | $ | 1,500,000 | 109% | $ | 1,635,000 | ||
| Mr. Silliman | $ | 1,350,000 | 109% | $ | 1,471,500 | ||
| Mr. Ellis** | $ | 1,425,000 | 109% | $ | 517,750 | ||
| * | The dollar values shown for Mr. Skiadas’s target award and actual award reflect Mr. Skiadas’s total target award opportunity for 2023 after giving effect to the prorated increase to his target award percentage in April 2023. | |||
|
| |||
| ||||
| ||||
| ||||
| ||||
| was prorated to reflect his involuntary separation from Verizon on April 29, 2023. | |||
30
| Back to Contents |
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Verizon Long-Term Plan is intended to align executives’ and shareholders’ interests and to reward participants for creating long-term shareholder value.
Consistent with past practice,
Annual Long-Term Plan awards are made in PSUs and RSUs. The value of each PSU or RSU is equal to the value of one share of Verizon common stock. The Committee establishes an executive’s Long-Term Plan award opportunity as a percentage of base salary and determines the number of PSUs and RSUs to be awarded based on the stock price on the grant date. The Committee assumes each executive will earn 100% of the PSUs and RSUs awarded for purposes of determining the total compensation opportunity. PSUs and RSUs accrue dividend equivalents that are deemed to be reinvested in PSUs and RSUs, respectively. These dividend equivalents are paid when, and only to the extent that, the related PSUs and RSUs are actually earned.
In late 2016 and early 2017, the Committee, with the assistance of the Consultant, undertook a comprehensive review of the structure and mix of the annual equity compensation program. As part of that review, the Committee considered Verizon’s business strategy and focus, feedback the Company received from our shareholders through the shareholder outreach program and market data on competitive pay practices of the Related Dow Peers. In particular, the Committee noted that when granting time-based restricted stock units, a significant number of our peer companies utilize a ratable vesting schedule, with awards vesting in equal annual installments following the grant date, as opposed to a single, longer cliff vesting schedule. Based on this information, to align to market practices and enable us to continue to attract and retain key executive talent, the Committee determined that the RSUs granted to our executives in 2017 would vest ratably over three years, withone-third of the award vesting on each annual anniversary of the grant date. The Committee determined that PSUs would continue to beare earned over a three-year performance cycle, with cliff vesting at the end of the three-year period. The Committee believes that a three-year performance cycle is appropriate for the PSU awards because a multi-year performance cycle enablesmeasures the Committee to meaningfully evaluate theeffectiveness of management’s execution of long-term strategies and the effect on shareholder value. RSUs vest ratably over three years (as opposed to a single, longer cliff vesting schedule), which aligns with market practice and enables us to continue to attract and retain key executive talent.
2017The 2023 Long-Term Plan awards for executives other than Mr. Vestberg, were comprised of 60% PSUs and 40% RSUs, consistent with prior years. Mr. Vestberg’s 2023 award was comprised of 67% PSUs and 33% RSUs. The Committee retained the PSU performance metrics and weightings from the 2022 awards, with one-third based on Verizon’s cumulative free cash flow, one-third based on Verizon’s adjusted Company results1EPS and one-third based on Verizon’s service and other revenue over the three-year performance period. The Committee also retained relative total shareholder return (TSR) as a modifier to the PSU vesting percentage as compared against target performance ranges resultingthe companies in a [XX]% payout ROE of XX.X%2 [$ icon] $X.XX Adjusted EPS $3.87 $3.78 $X.XX $XX.XB3 Free cash flow $12.9B $11.5B $XX.XB $XXX.XB Total revenue $125.2B $123.8B $XXX.XB 59.3% U.S.-based minority and female employees (XXX target performance) Over $4.9B of our overall supplier spending directed to minority- and female-owned firms (XXX target performance) 4.0% reduction in carbon intensity (XXX target performance)
Compensation Discussion and Analysis |Long-term incentive compensationthe S&P 100.
The number of PSUs actually earned and paid is determined based upon Verizon’s achievement ofpre-established performance targets over the three-year performance cycle, and the ultimate value of each PSU is baseddepends on the closing price of Verizon’s common stock on the last trading day of the performance cycle.price. Because the value of PSUs is linked to both stock price and performance targets, PSUs provide a strong incentive to executives to deliver value to Verizon’s shareholders. RSUs also provide a performance link as the value of the award depends on Verizon’s stock price. Both PSUs and RSUs provide a retention incentive by requiring the executive to remain employed with Verizon through the end of the applicable vesting period, subject to certain qualifying separations.
As in prior award cycles, the 2017 The 2023 PSUs are payable in cash and the 2017 RSUs are payable in shares of Verizon shares. The Committee believes this mix appropriately balances the potential shareholder dilution from paying awards in shares and cash flow considerations. In addition, paying the 2017 RSU awards in shares is consistent with Verizon’s policy of requiring a significant level of equity ownership by our named executive officers.stock.
20172023 Long-Term Plan award opportunities
The Long-Term PlanCommittee set the annual target long-term incentive award is intendedlevels to drive our executives to deliver superior TSR performance and create free cash flow, and to encourage retention among our highly-qualified team. To that end, consistent with past practice, each ofan appropriate total compensation opportunity for the named executive officers received 60% of their 2017 Long-Term Plan award in the form of PSUs and 40% in the form of RSUs.Two-thirdslight of the PSUs are eligible to vest based on Verizon’s relative TSR,Committee’s reference of the 50th percentile for comparable executives within the peer group andone-third is eligible to vest based on Verizon’s cumulative free cash flow. the compensation mix considerations described above, and taking into account market practices for each individual’s role and responsibilities, the individual’s performance, the strategic impact of the individual’s role and internal pay alignment.
|
|
The 20172023 target award opportunitiesopportunity for each of the named executive officers are shown in the table below. For the named executive officers other than Mr. Vestberg, target award opportunities, expressed as a percentage of base salary, did not change for 2017. The dollar value of the 2017 target award opportunities for Mr. Ellis, Mr. Stratton and Ms. Walden increased from 2016 solely as a result of the base salary increases described above. The dollar value of Mr. McAdam’s 2017 target award opportunity did not change from 2016 because he did not receive a base salary increase in 2017. When Mr. Vestberg was hired in April 2017, he was eligible for a full year Long-Term Plan award for 2017, and his target award opportunity was set at 500% of his base salary, which is consistent with the target award opportunities as a percentage of base salary that apply to Mr. Ellis and Ms. Walden.
Long-term incentive program structure 60% PSUs 40% RSUs 2/3 Eligible to vest based on relative TSR 1/3 Eligible to vest based on Cumulative Free Cash Flow Eligible to vest based on continued employment through each applicable vesting date
Compensation Discussion and Analysis |Long-term incentive compensation
The Committee sets the award levels to provide a total compensation opportunity consistent with the Company’s overall compensation philosophy as described above, while maintaining a compensation mix in which each executive’s target annual Long-Term Plan award opportunity represents approximately 70% of that executive’s total compensation opportunity. The target award opportunity for an executive is allocated between PSUs and RSUs as noted above, and the target award opportunity allocated to each type of award iswas converted into a target number of units using the closing price of Verizon’s common stock on the grant date.
The following table shows the target value of the 2017 Long-Term Plan awards granted to the named executive officers.
2017
| Named executive officer | As a percentage of base salary | As a dollar value | ||||||
Mr. McAdam
|
|
750%
|
|
|
$12,000,000
|
| ||
Mr. Ellis
|
|
500%
|
|
|
$ 3,750,000
|
| ||
Mr. Stratton
|
|
525%
|
|
|
$ 4,987,500
|
| ||
Mr. Vestberg
|
|
500%
|
|
|
$ 4,500,000
|
*
| ||
Ms. Walden
|
|
500%
|
|
|
$ 4,750,000
|
| ||
| Named executive officer | As a dollar value | |
| Mr. Vestberg | $ | 18,000,000 |
| Mr. Skiadas* | $ | 7,000,000 |
| Mr. Sampath | $ | 8,500,000 |
| Mr. Malady | $ | 8,000,000 |
| Mr. Silliman | $ | 7,500,000 |
| Mr. Ellis | $ | 7,000,000 |
| * |
31
summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Compensation Discussion and Analysis |Long-term incentive compensation
Terms of 2017 PSU awards
Total Shareholder Return metric
Two-thirdsEach of the named executive officers other than Mr. Vestberg, received 60% of his 2023 Long-Term Plan award in the form of PSUs will vest basedand 40% in the form of RSUs, consistent with past practice, which the Committee believes incentivizes our executives to focus on relativeour long-term operational goals and to deliver TSR performance, (TSR PSUs). The accompanying chart showsas well as encourages retention among our highly-qualified team. For Mr. Vestberg, the percentageCommittee increased the mix of PSUs to 67% of his 2023 award, and reduced the RSUs to 33% of his award, which further emphasizes the importance of Mr. Vestberg delivering on our long-term operational goals and TSR performance. One-third of the TSR2023 PSUs awarded for the 2017-2019 performance cycle that willis eligible to vest based on Verizon’s cumulative adjusted EPS, one-third is eligible to vest based on Verizon’s cumulative free cash flow and one-third is eligible to vest based on Verizon’s service and other revenue. The number of PSUs that will ultimately vest may be decreased or increased by up to 25% depending on Verizon’s TSR position at the end of the three-year period compared with the companies in the Related Dow PeersS&P 100 as constituted on the date the awards were granted.
Adjusted earnings per share metric
One-third of the 2023 PSUs will vest based on Verizon’s TSR duringcumulative adjusted earnings per share (EPS PSUs). The percentage of the EPS PSUs awarded for the 2023-2025 performance cycle that will vest is based on the extent to which Verizon’s cumulative adjusted EPS over the performance cycle must rankmeets or exceeds the cumulative adjusted EPS performance levels set by the Committee at least 15th — the 59th percentile — among the Related Dow Peers for 100%beginning of the target number of TSR PSUs to vest, meaning Verizon must achieve above median TSR PSU performance for target vesting. The maximum number of TSR PSUs (200% of target) will vest only ifcycle. Adjusted EPS is defined as Verizon’s TSR duringcumulative earnings per share over the three-year performance cycle ranks amongperiod, adjusted to exclude the top four companiesimpact of special items, including the benefit of any repurchases of Verizon’s common stock under a share buyback program, and is subject to adjustment to eliminate the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items.
The cumulative adjusted EPS target for the Related Dow Peers — the 91st percentile or higher. If Verizon’s TSR during the three-year2023-2025 performance cycle ranks below 25th — approximatelywas set at a level reflective of our three-year strategic plan, which the 29th percentile —Committee believes is attainable, but challenging in light of the companies inbusiness environment. The number of EPS PSUs that will vest ranges from 0%, if actual performance is below the Related Dow Peers, nonethreshold level, to 200%, if actual performance is at or above the maximum cumulative EPS level. The number of EPS PSUs that will vest in-between identified performance levels is determined by linear interpolation between vesting percentage levels.
Free cash flow metric
One-third of the TSR PSUs will vest.
Free Cash Flow metric
One-third of the2023 PSUs will vest based on Verizon’s cumulative free cash flow (FCF PSUs). The percentage of the FCF PSUs awarded for the 2017-20192023-2025 performance cycle that will vest is based on the extent to which Verizon’s cumulative FCFfree cash flow over the performance cycle meets or exceeds the cumulative FCFfree cash flow performance levels set by the Committee at the beginning of the performance cycle. FCFFree cash flow is calculated by subtracting capital expenditures from the total of cash flow from operations and cash flow from financing and investing activities attributable to device payment plan receivable securitizations, and is subject to adjustment to eliminate the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items, such as the 2017 Tax Cuts and Jobs Act enactment.items.
The cumulative FCFfree cash flow target for the 2017-20192023-2025 performance cycle was set at a level reflective of our three-year strategic plan, which the Committee believes is attainable, but challenging in light of the business environment. The number of FCF PSUs that will vest ranges from 0%, if actual performance is below the threshold level, to 200%, if actual performance is at or above the maximum cumulative FCFfree cash flow level. The number of FCF PSUs that will vest in betweenin-between identified performance levels is determined by linear interpolation between vesting percentage levels.
32
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Service and other revenue metric
One-third of the 2023 PSUs will vest based on Verizon’s cumulative service and other revenue (SOR PSUs). The percentage of the SOR PSUs awarded for the 2023-2025 performance cycle that will vest is based on the extent to which Verizon’s cumulative service and other revenue over the performance cycle meets or exceeds the cumulative service and other revenue performance levels set by the Committee at the beginning of the performance cycle. Service and other revenue is defined as Verizon’s cumulative revenue generated from Verizon’s wireless and wireline businesses, excluding revenue related to wireless equipment, on a consolidated basis over the performance cycle, subject to adjustment to eliminate the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items.
The cumulative service and other revenue target for the 2023-2025 performance cycle was set at a level reflective of our three-year strategic plan, which the Committee believes is attainable, but challenging in light of the business environment. The number of SOR PSUs that will vest ranges from 0%, if actual performance is below the threshold level, to 200%, if actual performance is at or above the maximum cumulative service and other revenue level. The number of SOR PSUs that will vest in-between identified performance levels is determined by linear interpolation between vesting percentage levels.
Total shareholder return modifier
After the Committee determines the extent to which the EPS PSU, FCF PSU and SOR PSU performance measures have been achieved, the overall PSU vesting percentage may be increased or decreased by up to 25% depending on Verizon’s TSR position compared with the companies in the S&P 100 as constituted on the date the awards were granted. If Verizon ranks at or above the 75th percentile, 25% will be added to the PSU vesting percentage (up to a maximum payout of 200%). If Verizon ranks at or below the 25th percentile, 25% will be subtracted from the PSU vesting percentage. If Verizon ranks at the median, there will be no change to the PSU vesting percentage, and for ranks in between the 25th and 75th percentile, the modifier will be determined by linear interpolation between vesting percentagethe levels.
TSR PSU vesting by
performance level
| Verizon’s TSR rank among Related Dow Peers
| Percent of TSR PSUs that vest
| |||||||
1
|
|
200%
|
| |||||
2
|
|
200%
|
| |||||
3
|
|
200%
|
| |||||
4
|
|
200%
|
| |||||
5
|
|
172%
|
| |||||
6
|
|
165%
|
| |||||
7
|
|
158%
|
| |||||
8
|
|
151%
|
| |||||
9
|
|
144%
|
| |||||
10
|
|
137%
|
| |||||
11
|
|
130%
|
| |||||
12
|
|
123%
|
| |||||
13
|
|
116%
|
| |||||
14
|
|
109%
|
| |||||
15
|
|
102%
|
|
|
|
| ||
16
|
|
95%
|
| |||||
17
|
|
88%
|
| |||||
18(median)
|
|
81%
|
| |||||
19
|
|
74%
|
| |||||
20
|
|
67%
|
| |||||
21
|
|
60%
|
| |||||
22
|
|
53%
|
| |||||
23
|
|
46%
|
| |||||
24
|
|
39%
|
| |||||
25
|
|
32%
|
| |||||
26
|
|
0%
|
| |||||
27
|
|
0%
|
| |||||
28
|
|
0%
|
| |||||
29
|
|
0%
|
| |||||
30
|
|
0%
|
| |||||
31
|
|
0%
|
| |||||
32
|
|
0%
|
| |||||
33
|
|
0%
|
| |||||
34
|
|
0%
|
| |||||
35
|
|
0%
|
| |||||
Why these performance measures?The Committee selected adjusted EPS, free cash flow and service and other revenue to focus our executives on our long-term operational goals, with cumulative adjusted EPS focusing on our profitability, cumulative free cash flow focusing on our ability to generate cash from operations and cumulative service and other revenue focusing on our ability to be successful in attracting and retaining customers, penetrating key markets with our products and services and creating high-quality growth. The TSR modifier is a valuable indicator of our success because it measures our performance in returning value to our shareholders in comparison to alternative investments our shareholders could have made. For purposes of measuring our TSR positioning, the Committee utilizes the companies in the S&P 100 index because the Committee believes that it balances having companies comparable to Verizon’s size in the comparator group with having a large enough number of companies to ensure that no one company overly impacts the outcomes in a given year and, further, that the S&P 100 is a recognized index, which is easy for shareholders and employees to track and understand. |
33
summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Compensation Discussion and Analysis |Long-term incentive compensation
20152021 PSU awards earned in
2023 2017
With respect to the PSUs awarded in 2015,2021, the Committee determined the number of PSUs that vested for a participant based on the level of achievement of the two performance metrics over the three-year performance cycle:cycle – adjusted EPS and free cash flow – subject to adjustment depending on Verizon’s TSR position at the end of the three-year period compared with the companies in the S&P 100 as constituted on the date the awards were granted.
2015-2017 TSR2021-2023 EPS PSUs.Two-thirdsFifty-percent of the PSUs awarded were eligible to vest based on Verizon’s TSR ranking for the 2015-2017 performance cycle relative to the Related Dow Peers as constituted on the date the award was granted. The percentage of TSR PSUs awarded for the 2015-2017 performance cycle that would vest at each level of Verizon’s relative TSR positioning was identical to the percentage at each performance level for the 2017-2019 grant shown on the prior page.
Over the three-year performance cycle ending December 31, 2017, Verizon’s TSR ranked 26th among the Related Dow Peers, resulting in a vesting percentage of 0% for the TSR PSUs.
2015-2017 FCF PSUs.One-third of the PSUs awarded was eligible to vest based on Verizon’s cumulative free cash flowadjusted EPS over the 2015-20172021-2023 performance cycle compared to the performance targets set by the Committee at the beginning of the three-year cycle. The following table shows the percentage of EPS PSUs awarded that would vest based on Verizon’s cumulative adjusted EPS over the 2021-2023 performance cycle at different performance levels.
| Verizon’s cumulative adjusted EPS1 | EPS vested percentage2 | |
| Greater than or equal to $17.00 | 200% | |
| $16.50 | 150% | |
| $15.94 | 100% | |
| $15.00 | 50% | |
| Less than $15.00 | 0% |
| 1 | Adjusted EPS is defined as Verizon’s cumulative earnings per share over the three-year performance period, adjusted to exclude the impact of special items, including the benefit of any repurchases of Verizon’s common stock under a share buyback program, and is subject to adjustment to eliminate the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items. |
| 2 | For achievement between the stated levels, vesting is determined by linear interpolation. |
At the time the 2021-2023 award was granted, the Committee provided for the EPS metric to be determined on an adjusted basis, to preserve the intended incentives by excluding the impact of certain types of events not contemplated by our financial plan, such as significant transactions, changes in legal or regulatory policy and other special items. In determining Verizon’s adjusted EPS over the performance cycle, the Committee made adjustments to normalize the impacts of strategic transactions, including amortization of acquisition-related intangible assets, and impacts resulting from the 2021 acquisition of C-Band spectrum through the Federal Trade Commission’s Auction 107 (C-Band Acquisition), each of which were not contemplated when the EPS PSU targets were set. These adjustments are set forth in Appendix B. In accordance with this pre-established adjustment methodology, the Committee determined that Verizon’s adjusted EPS over the performance cycle was $14.73, which resulted in a vesting percentage of 0% for the EPS PSUs.
2021-2023 FCF PSUs. Fifty-percent of the PSUs awarded were eligible to vest based on Verizon’s cumulative free cash flow over the 2021-2023 performance cycle compared to the performance targets set by the Committee at the beginning of the three-year cycle. The following table shows the percentage of FCF PSUs awarded that would vest based on Verizon’s cumulative free cash flow over the 2015-20172021-2023 performance cycle at different performance levels.
Verizon’s cumulative free cash flow (in billions)
| Percentage of awarded FCF PSUs that vest1
| |||
Greater than $44.0
|
|
200%
|
| |
$41.0
|
|
150%
|
| |
$38.0
|
|
100%
|
| |
$32.0
|
|
50%
|
| |
Less than $32.0
|
|
0%
|
| |
| Verizon’s cumulative free cash flow1 (in billions) | FCF vested percentage2 | |
| Greater than $62.5 | 200% | |
| $57.6 | 150% | |
| $52.8 | 100% | |
| $43.8 | 50% | |
| Less than $43.8 | 0% |
| 1 | Free cash flow is calculated by subtracting capital expenditures from the total of cash flow from operations. |
| 2 | For achievement between the stated levels, vesting is determined by linear interpolation. |
34
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
At the time the 2015-20172021-2023 award was granted, the Committee provided for free cash flow to be determined on an adjusted basis, reflecting reductions and/or increases, to preserve the intended incentives by excluding the impact of certain types of events not contemplated by our financial plan, such as significant transactions, changes in legal or regulatory policy and other special items. In determining Verizon’s free cash flow over the performance cycle, the Committee includedmade adjustments to normalize the cash flow from financing and investing activities attributable to device payment plan securitizations inimpacts of the calculation ofC-Band Acquisition on free cash flow and made an adjustment for a discretionary pension prefunding contribution made in March 2017,results, which waswere not contemplated when the FCF PSU targets were set. This adjustment isThese adjustments are set forth in Appendix A.B. In accordance with thispre-established adjustment methodology, the Committee determined that Verizon’s cumulative free cash flow over the performance cycle was $46.7$48.7 billion, which resulted in a vesting percentage of 200%77% for the FCF PSUs.
2015-2017Relative total shareholder return modifier. After the Committee determined the extent to which the EPS PSU and FCF PSU performance measures have been achieved, the overall PSU vesting percentage could be increased or decreased by up to 25% depending on Verizon’s TSR position compared with the companies in the S&P 100 as constituted on the date the awards were granted. If Verizon ranked at or above the 75th percentile, 25% would be added to the PSU vesting percentage (up to a maximum payout of 200%). If Verizon ranked at or below the 25th percentile, 25% would be subtracted from the PSU vesting percentage. If Verizon ranked at the median, there would be no change to the PSU vesting percentage, and for ranks in between the 25th and 75th percentile, the modifier would be determined by linear interpolation between the levels. Over the three-year performance cycle ending December 31, 2023, Verizon’s TSR ranked 92nd among the S&P 100 as constituted on the date the awards were granted, resulting in 25% being subtracted from the final PSU vesting percentage.
2021-2023 relative TSR modifier based on Verizon’s TSR rank among S&P 100
2021-2023 PSU payout. Based on the results described above, in the first quarter of 20182024 the Committee approved a payment to all participants in the Long-Term Plan, including theour named executive officers of 67%14% of the PSUs awarded for the 2015-20172021-2023 performance cycle, which represents the weighted average of the twoEPS PSU and FCF PSU vesting percentages described above, minus 25% as a result of the TSR modifier, plus dividend equivalents credited on those vested PSUs.
Additional compensation actions in 2017
Hiring of Mr. Vestberg as Executive Vice President, President — Global Networks and Chief Technology Officer.To strengthen Verizon’s leadership position in next generation technology, and as part of our succession planning process, on April 3, 2017 Verizon hiredWhen Mr. Vestberg to lead Verizon’s Networkwas appointed CEO in August 2018, the Committee recommended, and Technology team. The Committee believes thatthe independent members of the Board approved, a special one-time equity award to Mr. Vestberg is uniquely qualified and bringsunder the Long-Term Plan to provide an additional incentive to drive Verizon’s return on equity (ROE) over a set of skills and experiences that are ideally suited to further develop the architecture for Verizon’s fiber-centric networks and to position the Company for long-term growth.five-year performance period. The Committee approved a compensation package for Mr. Vestberg that is competitive with industry practice, and includes aone-time RSU award and signing bonus. Theone-time RSU award was granted to Mr. Vestberg on May 4, 2017, with a grant date valueAugust 1, 2018 and was entirely performance-based in the form of approximately $3 million.PSUs. The RSUs will vestPSUs represented shares of Verizon common stock that would become payable after the completion of a three-year award periodfive-year performance cycle ending on May 4, 2020,July 31, 2023, provided that the pre-established performance criterion was achieved and Mr. Vestberg remainsremained employed throughout the award period.performance cycle. The RSU award, includingnumber of PSUs that were eligible to vest would be determined based on Verizon’s average annual ROE during the performance cycle. No PSUs would vest unless Verizon’s average annual ROE met the minimum threshold percentage of 18%. If Verizon’s average annual ROE met the target percentage of 28%, 100% of the nominal number of the PSUs granted would vest and a maximum of two times the nominal number of PSUs granted would vest if Verizon’s average annual ROE was at least 38% at the conclusion of the performance cycle. If Verizon’s average annual ROE during the five-year performance cycle was greater than 18% but less than 28%, or was greater than 28% but less than 38%, the percentage of the PSUs granted that would vest would be determined on an interpolated scale. In September 2023, the Committee determined that Verizon’s average annual ROE was 28% over the five-year performance cycle ending on July 31, 2023. As a result, the Committee recommended, and the independent members of the Board approved, a payment of 100% of the number of PSUs awarded, plus accrued dividends will be settledcredited on those PSUs. The PSUs were paid in shares in accordance with the terms of Verizon common stock,the award, and Mr. Vestberg will beis required to hold any suchthe shares he received (net of withholding taxes)tax withholding) for at least two years following the vesting date unless he dies or becomes disabled. Theone-time RSU
Compensation Discussion and Analysis |Long-term incentive compensation
award further enhances his immediate financial stake in Verizon, and35
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
In January 2024, the long-term vesting schedule also serves asCommittee approved a retention mechanism. In addition,compensation increase for Mr. Vestberg received a $1 million signing bonus that became payable upon his relocation to the United States from Sweden in January 2018. Mr. Vestberg is required to repay the signing bonus if he voluntarily leaves Verizon or is terminated for cause at any time prior to the one year anniversarySkiadas based on its assessment of the date he relocatedmarket competitiveness of his total compensation opportunity, his tenure and experience and internal pay equity considerations. Mr. Skiadas's base salary increased from $800,000 to the United States.
One-time PSU award for Mr. Stratton.As the leader of Verizon’s global operations, Mr. Stratton is responsible for managing and growing Verizon’s established businesses, including the Company’s wireless and wireline consumer and B2B units: Verizon Wireless, Verizon Enterprise Solutions, Verizon Partner Solutions, Verizon Consumer Markets and Verizon Business Markets. These businesses generate approximately $120 billion in annual revenue and serve more than 120 million customers. As part of the succession planning process, in March 2017 the Committee considered Mr. Stratton’s critical role in the Company’s success, the fact that he is retirement eligible, and the competition for executive talent in our industry, and determined that it was appropriate to provide him with aone-time PSU award for retention and succession planning purposes. Theone-time PSU award is 100% performance-based, and the amount Mr. Stratton will ultimately receive is predicated on driving ROE over the multi-year performance period. The Committee chose ROE as the performance measure for thisone-time award because it is a strong indicator of the extent to which the Company is able to generate profit with the money our shareholders have invested in the Company and provides a significant link to shareholder value creation. ROE is not utilized as a performance measure under either the Short-Term or Long-Term Plan. The award was granted to Mr. Stratton on March 14, 2017, with a grant date fair value of approximately $6 million. In determining the value of the award, the Committee considered the factors above and noted that while aone-time award such as this is substantial in the first year, the Committee believes the proper way to consider the award is as compensation for, and apportioned over, the three-year award period plus theone-year period during which Mr. Stratton will be required to hold the shares he receives on vesting.
The PSUs represent shares of Verizon stock that may become payable after the completion of a three-year award period ending on March 13, 2020, provided that thepre-established performance criterion is achieved and Mr. Stratton remains employed throughout the award period. The percentage of PSUs granted that will vest at the end of the three-year award period will be determined based on Verizon’s average annual ROE during the three-year period beginning$1,000,000, effective January 1, 20172024, and ending December 31, 2019. No PSUs will vest unless Verizon’s three-year average ROE meets a minimum threshold percentage of 30%. If Verizon’s three-year average ROE meets thehis target percentage of 45%, 100% of the PSUs granted will vest. If Verizon’s three-year average ROE is at least 60%, a maximum of 150% of the PSUs granted will vest. If Verizon’s three-year average ROE is greater than 30% but less than 45%, the percentage of PSUs that will vest will be between 50% and 100% on an interpolated basis, and if Verizon’s three-year average ROE is greater than 45% but less than 60%, the percentage of PSUs that will vest will be between 100% and 150% on an interpolated basis. The PSUs that vest at the end of the three-year award period ending March 13, 2020, including accrued dividends on the vested portion of the grant, will be settled in shares of Verizon stock. The award agreement requires Mr. Strattonlong-term incentive opportunity increased from $7,000,000 to hold such shares (net of withholding taxes) for at least one year following the vesting date unless he dies or becomes disabled.$8,500,000.
Verizon also provides the named executive officers with limited additional benefits as generally described below, which are subject to applicable taxes and not intended to be a significant portion of their overall pay package. No named executive officer is eligible for a taxgross-up payment in connection with any of these benefits, including with respect to excise tax liability arising from any Internal Revenue Code Section 280G excess parachute payments.
Transportation. Verizon provides limited aircraft and ground transportation benefits to enhance the safety and security of certain named executive officers. These transportation benefits also serve business purposes, such as allowing an executive to attend to confidential business matters while in transit.
Executive life insurance. Verizon offers the named executive officers and other executives the opportunity to participate in an executive life insurance program in lieu of participating in our basic and supplemental life insurance programs. The executives who elect to participate in the executive life insurance program own the life insurance policy, and Verizon provides an annual cash payment to defray a portion of the annual premiums.
Compensation Discussion and Analysis |Other elements of the compensation program
Financial planning. Verizon provides a voluntary Company-sponsored financial planning benefit program for the named executive officers and other executives. If an executive participates in the program, the cost of the financial planning benefit is included in the executive’s income.
For additional information on these benefits, see footnote 45 to the “Summary compensation”Summary Compensation table on page 47.40.
Over ten15 years ago, the Committee determined that guaranteed pay in the form of defined benefit pension and supplemental executive retirement benefits was not consistent with Verizon’spay-for-performance culture. Accordingly, effective June 30, 2006, Verizon froze all future pension accruals under its managementtax-qualified and supplemental defined benefit retirement plans. These legacy retirement benefits that were previously provided to certain named executive officersexecutives, including Messrs. Malady and Silliman, are described in more detail under the section titled “Pension plans” beginning on page 50. In addition, effective June 30, 2006, the Committee froze eligibility forVerizon-subsidized retiree medical benefits under its legacy broad-based Wireline retiree medical plans, which provide a capped partial subsidy towards the cost of medical benefits to certain Verizon employees who met the eligibility requirements for the benefit. None of Verizon’s named executive officers are eligible forVerizon-subsidized retiree medical benefits.45.
During 2017,2023, all of Verizon’s named executive officers were eligible to participate in Verizon’stax-qualified defined contribution savings plan, the Verizon Management Savings Plan, referred to as the Savings Plan, and Verizon’s nonqualified defined contribution savings plan, the Verizon Executive Deferral Plan, referred to as the Deferral Plan. The named executive officers participate in these plans on the same terms as other participants in the plans. Under the Savings Plan, participantsexecutives may defer “eligible pay,” which includes base salary and short-term incentive, up to certain compensation limits imposed by the Internal Revenue Code, and Verizon provides a matching contribution equal to 100% of the first 6% of eligible pay deferred. The Deferral Plan is designed to “restore” benefits that are limited or cut back under the Savings Plan due to the Internal Revenue Code limits. Accordingly, under the Deferral Plan, a participant may elect to defer his or her base pay and short-term incentive that could not be deferred into the Savings Plan due to the Internal Revenue Code limits. Verizon provides the same matching contribution on these deferred amounts as the participant would have received if such amounts had been permitted to be deferred into the Savings Plan. Prior to 2018, the Deferral Plan also permitted participants to defer long-term incentive compensation, but these deferrals were not eligible for Company matching contributions. All participants in both the Savings Plan and the Deferral Plan are eligible for an additional discretionary profit-sharing contribution of up to 3% of eligible pay.
The Committee believes that maintaining a competitive level of separation benefits is appropriate as part of an overall program designed to attract, retain and motivate the highest-quality management team. However, the Committee does not believe that named executive officers should be entitled to receive cash severance benefits merely because a change in control occurs. Therefore, the payment of cash severance benefits is triggered only by an actual or constructive termination of employment.
36
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Verizon was not a party to any employment agreement with any of the named executive officers in 2017.2023. All senior managers (including all named executive officers except Mr. McAdam)Vestberg) are eligible to participate in the Verizon Senior Manager Severance Plan, which provides certain separation benefits to participants whose employment is involuntarily terminated without cause. As CEO, Mr. McAdamVestberg is not eligible to participate in the Senior Manager Severance Plan and is not entitled to receive any cash severance benefits upon his separation from the Company.
The Senior Manager Severance Plan is generally consistent with the terms and conditions of Verizon’s broad-based severance plan for management employees other than senior managers. Under the Senior Manager Severance Plan, if a participant has been involuntarily terminated without cause (or, in the case of a named executive officer, if the independent members of the Board determine that there has been a qualifying separation), the participant is eligible to receive alump-sum cash separation payment equal to a multiple of his or her base salary plus target short-term incentive opportunity,
Compensation Discussion and Analysis |Other elements of the compensation program
along with continuing medical, dental and vision coverage for the applicable severance period. To the extent that a senior manager is eligible for severance benefits under any other arrangement, that person may not receive any duplicative benefits under the Senior Manager Severance Plan. The Senior Manager Severance Plan does not provide for any severance benefits based upon a change in control of the Company.
Under the Senior Manager Severance Plan, each named executive officer, (otherother than Mr. McAdam)Vestberg, is eligible to receive a cash separation payment equal to two times the sum of his or her base salary and target short-term incentive opportunity. To be eligible for any severance benefits, a participant must execute a release of claims against Verizon in the form satisfactory to Verizon and agree not to compete or interfere with any Verizon business for a period of one year after separation.
In connection with her separation from service on February 28, 2018, Ms. Walden
Mr. Ellis became entitled to separation benefits under the Senior Manager Severance Plan upon his involuntary separation from Verizon effective April 29, 2023, which are described in more detail on page 57. Ms. Walden53. Mr. Ellis. Mr. Ellis did not receive any enhanced benefits upon herhis separation offrom service.
Consistent with the Committee’s belief that named executive officers should not receive cash severance benefits merely because a change in control occurs, the Long-Term Plan does not allow “single-trigger” accelerated vesting and payment of outstanding awards upon a change in control. Instead, the Long-Term Plan requires a “double trigger.” Specifically, if in the 12 months following a change in control a participant’s employment is terminated without cause, all of that participant’s then-unvested PSUs will fully vest at the target level performance, then-unvested RSUs will fully vest, and those PSUs and RSUs (including accrued dividend equivalents) will become payable on the regularly scheduled payment date after the end of the applicable award cycle.
Other compensation policies
Stock ownership guidelines
To further align the interests of Verizon’s management with those of our shareholders, the Committee has approved guidelines that require each named executive officer and other executives to maintain certain stock ownership levels within designated periodsfive years of assuming their leadership roles.
| • | The CEO is required to maintain share ownership equal to at least seven times base salary. |
| • | Other named executive officers are required to maintain share ownership equal to at least four times base salary. |
In determining whether an executive meets the required ownership level, the calculation includes any shares held by the executive directly or through a broker, shares held through the Verizontax-qualified savings plan or the Verizon nonqualified savings plan and other deferred compensation plans and arrangements that are valued by reference to Verizon’s stock. The calculation does not include any unvested PSUs or RSUs. Each of the named executive officers is in compliance with the stock ownership guidelines. In addition, none of the named executive officers has engaged in any pledging transaction with respect to shares of Verizon’s stock.
Recovery
Policy on hedging Company stock
Verizon believes that ownership of incentive payments (clawbacks)Verizon stock by the Company’s executives and members of the Board of Directors promotes alignment of the interests of the Company’s leadership with those of its stockholders. Verizon recognizes that transactions that are designed to hedge or offset declines in the market value of Verizon stock can disrupt this alignment. Hedging transactions allow the holder to own Verizon stock without the full risks and rewards of ownership, potentially separating the holder’s interests from those of other Verizon shareholders. Therefore, all employees receiving equity-based awards with respect to Verizon stock and members of the Verizon Board of Directors are prohibited from engaging in any transaction involving Verizon stock that is designed to hedge or offset any decrease in the market value of Verizon stock beneficially owned by the employee or Director. This prohibition includes, but is not limited to, buying and/or writing puts and calls, prepaid variable forward contracts, equity swaps, collars, and exchange funds.
37
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
In addition, the Verizon Code of Conduct prohibits all employees from engaging in any transaction that permits them to benefit from the devaluation of Verizon’s stock, bonds, or other securities, including engaging in short selling or buying “put” options on Verizon stock.
Holding executives accountable – Verizon’s clawback policies
The Committee believes it is appropriate to hold senior executives accountable for actions or omissions that result in significant reputational or financial harm to the Company. Accordingly, the Committee has adopted a policy that enables Verizon to cancel or “claw back” incentive compensation from any senior executive who has engaged in willful misconduct in the performance of the executive’s duties that results in significant reputational or financial harm to Verizon. In addition, all of Verizon’s executives who receive equity grants under Verizon’s Long-Term Plan are subjectAccordingly, the Committee has adopted the following policies:
| • | Senior executive clawback policy. Verizon has the right to cancel or “claw back” the cash- and equity-based incentive compensation of senior executives who engage in willful misconduct in the performance of their duties that results in significant reputational or financial harm to Verizon. |
| • | Long-Term Plan clawback provisions. Annual equity grants under the Verizon Long-Term Plan give the Company the right to (i) require the recipient to forfeit or repay incentive-based compensation (both short-term and long-term) if Verizon is required to materially restate its financial results based on the individual’s willful misconduct or gross negligence while employed by the Company (where such restatement would have resulted in a lower payment being made to the individual) and (ii) enforce any right or obligation that Verizon may have regarding the clawback of incentive-based compensation under federal securities or other applicable laws. |
The Committee also adopted an additional clawback policy that requires forfeiture or cancellationwith an effective date of incentive compensation (both short-termOctober 2, 2023, in compliance with the final clawback rules adopted by the SEC and long-term) if the Committee determineslisting standards of the NYSE and Nasdaq (Clawback Rules). This additional clawback policy generally provides for the mandatory recovery of erroneously awarded “incentive-based compensation” (as defined in the Clawback Rules) from current and former executive officers in the event that Verizon wasis required to materially restate its financial results becauseprepare an accounting restatement, in accordance with the Clawback Rules. A copy of this clawback policy is filed as an exhibit to Verizon’s Annual Report on Form 10-K for the executive’s willful misconduct or gross negligence. The Committee reviews these policies periodically.
Compensation Discussion and Analysis |Other compensation policiesyear ended December 31, 2023.
These policies do not limit any other rights or remedies Verizon may have in the circumstances, such as terminating the executive or initiating other disciplinary procedures. Disclosure of any clawbacks will be made in accordance with applicable law and listing requirements.
Shareholder approval of certain severance arrangements
The Committee has a policy of seeking shareholder approval or ratification of any new employment or severance agreement with an executive officer that provides for a total cash value severance payment exceeding 2.99 times the sum of the executive’s base salary plus Short-Term Plan target opportunity. The policy defines severance pay broadly to include payments for any consulting services, payments to secure anon-compete agreement, payments to settle any litigation or claim, payments to offset tax liabilities, payments or benefits that are not generally available to similarly situated management employees and payments in excess of, or outside, the terms of a Verizon plan or policy.
Tax and accounting considerations
On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted. The TCJA significantly revised the income tax deductibility of executive compensation. Based on the changes introduced by the TCJA, a
A publicly-held company is generally prohibited from deducting compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. Certain awards granted before November 2, 2017, which were based upon attainingpre-established performance measures set by the company’s compensation committee under a plan approved by the company’s shareholders, as well as amounts payable to former executives pursuant to a written binding contract that was in effect on November 2, 2017, may qualify for an exception to the $1 million deductibility limit.
The Committee takes this deductibility limitation into account in its consideration of compensation matters. However, the Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of Verizon and our shareholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation in excess of $1 million will in fact be deductible.
The Committee also considers the effect of certain accounting rules that apply to the various aspects of the compensation program for our named executive officers. The Committee reviews potential accounting effects in determining whether its compensation actions are in the best interests of Verizon and our shareholders. The Committee has been advised by management that the impact of the variable accounting treatment required for long-term incentive awards payable in cash (as opposed to fixed accounting treatment for awards that are payable in shares) will depend on future stock performance.
38
summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Committee recommended to the Board of Directors, and the Board has approved, the inclusion of the Compensation Discussion and Analysis in this proxy statement and Verizon’s Annual Report on Form10-K for the year ended December 31, 2017.2023.
Respectfully submitted,
The Human Resources Committee
Daniel Schulman, Chair
Mark Bertolini
Melanie Healey
Clarence Otis, Jr., Chair
Richard Carrión
Melanie Healey
Rodney Slater
Gregory Wasson
March 5, 201814, 2024
39
summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The following table provides information about the compensation paid to each of our named executive officers in 2015, 20162021, 2022 and 2017.2023.
Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards1 ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation2 | Change in Pension Value and Nonqualified Deferred Earnings3 ($) (h) | All Other Compensation4 ($) (i) | Total ($) (j) | |||||||||||||||||||||||||||
Lowell McAdam | 2017 | 1,600,000 | 0 | 12,000,062 | 0 | 3,720,000 | 73,949 | 543,570 | 17,937,581 | |||||||||||||||||||||||||||
Chairman and Chief | 2016 | 1,600,000 | 0 | 12,000,077 | 0 | 3,200,000 | 233,155 | 641,347 | 17,674,579 | |||||||||||||||||||||||||||
Executive Officer | 2015 | 1,661,538 | 0 | 12,000,065 | 0 | 4,000,000 | 83,092 | 598,965 | 18,343,660 | |||||||||||||||||||||||||||
Matthew Ellis | 2017 | 742,308 | 0 | 3,750,088 | 0 | 1,046,250 | 2,998 | 107,724 | 5,649,368 | |||||||||||||||||||||||||||
Executive Vice President | 2016 | 488,462 | 0 | 1,708,468 | 0 | 410,000 | 1,291 | 89,138 | 2,697,359 | |||||||||||||||||||||||||||
and Chief Financial Officer | ||||||||||||||||||||||||||||||||||||
John Stratton | 2017 | 942,308 | 0 | 10,987,566 | 0 | 1,325,250 | 80,190 | 204,837 | 13,540,151 | |||||||||||||||||||||||||||
Executive Vice President | 2016 | 896,154 | 0 | 4,725,072 | 0 | 1,080,000 | 101,959 | 237,424 | 7,040,609 | |||||||||||||||||||||||||||
and President — Global Operations | 2015 | 894,231 | 0 | 4,593,828 | 0 | 1,312,500 | 52,841 | 203,910 | 7,057,310 | |||||||||||||||||||||||||||
Hans Vestberg5 | 2017 | 807,497 | 0 | 7,500,069 | 0 | 1,255,500 | 0 | 254,353 | 9,817,419 | |||||||||||||||||||||||||||
Executive Vice President, | ||||||||||||||||||||||||||||||||||||
President — Global Networks and | ||||||||||||||||||||||||||||||||||||
Chief Technology Officer | ||||||||||||||||||||||||||||||||||||
Marni Walden | 2017 | 942,308 | 0 | 4,750,035 | 0 | 1,325,250 | 43,510 | 195,819 | 7,256,922 | |||||||||||||||||||||||||||
Executive Vice President and | 2016 | 896,154 | 0 | 4,500,061 | 0 | 1,080,000 | 55,034 | 216,340 | 6,747,589 | |||||||||||||||||||||||||||
President — Global Media | 2015 | 894,231 | 0 | 4,375,074 | 0 | 1,312,500 | 44,907 | 174,317 | 6,801,029 | |||||||||||||||||||||||||||
Name and principal position (a) | Year (b) | Salary1 ($) (c) | Bonus ($) (d) | Stock awards2 ($) (e) | Option awards ($) (f) | Non-equity incentive plan compensation3 ($) (g) | Change in pension value and nonqualified deferred compensation earnings4 ($) (h) | All other (i) | Total (j) | |||||||||
Hans Vestberg Chairman and Chief Executive Officer | 2023 | 1,500,000 | 0 | 18,000,042 | 0 | 4,087,500 | 0 | 541,775 | 24,129,317 | |||||||||
| 2022 | 1,500,000 | 0 | 14,500,057 | 0 | 3,262,500 | 0 | 570,193 | 19,832,750 | ||||||||||
| 2021 | 1,500,000 | 0 | 14,500,057 | 0 | 3,825,000 | 0 | 517,814 | 20,342,871 | ||||||||||
Anthony Skiadas* Executive Vice President and Chief Financial Officer | 2023 | 741,667 | 0 | 7,000,069 | 0 | 1,076,375 | 0 | 113,202 | 8,931,313 | |||||||||
Sowmyanarayan Sampath** Executive Vice President and Group CEO – Verizon Consumer | 2023 | 1,016,667 | 0 | 8,500,049 | 0 | 1,716,750 | 0 | 146,496 | 11,379,962 | |||||||||
| 2022 | 779,808 | 0 | 7,000,050 | 0 | 838,463 | 0 | 135,805 | 8,754,126 | ||||||||||
Kyle Malady** Executive Vice President and Group CEO – Verizon Business | 2023 | 983,333 | 0 | 8,000,027 | 0 | 1,635,000 | 2,959 | 188,884 | 10,810,203 | |||||||||
| 2022 | 900,000 | 0 | 6,500,051 | 0 | 1,174,500 | 0 | 196,565 | 8,771,116 | ||||||||||
| 2021 | 850,000 | 0 | 5,250,065 | 0 | 1,402,500 | 166 | 171,971 | 7,674,702 | ||||||||||
Craig Silliman Executive Vice President and President – Verizon Global Services | 2023 | 900,000 | 0 | 7,500,021 | 0 | 1,471,500 | 633 | 172,028 | 10,044,182 | |||||||||
| 2022 | 850,000 | 0 | 6,500,098 | 0 | 1,109,250 | 0 | 175,149 | 8,634,497 | ||||||||||
Matthew Ellis* Former Executive Vice President and Chief Financial Officer | 2023 | 444,551 | 0 | 7,000,052 | 0 | 517,750 | 0 | 4,990,096 | 12,952,449 | |||||||||
| 2022 | 950,000 | 0 | 7,000,072 | 0 | 1,239,750 | 0 | 189,481 | 9,379,303 | ||||||||||
| 2021 | 950,000 | 0 | 6,525,007 | 0 | 1,453,500 | 0 | 183,382 | 9,111,889 | ||||||||||
| * | Mr. Skiadas succeeded Mr. Ellis as Executive Vice President and Chief Financial Officer effective April 29, 2023. Prior to that appointment, Mr. Skiadas served as Verizon’s Senior Vice President and Controller. Mr. Ellis separated from Verizon on April 29, 2023. |
| ** | Mr. Sampath served as Executive Vice President and Group CEO – Verizon Business until March 2, 2023, and Mr. Malady succeeded Mr. Sampath in that role on that date. Prior to that appointment, Mr. Malady served as Executive Vice President and President — Global Networks and Technology. |
| 1 | For Mr. Ellis the amount in this column also includes cash paid in lieu of vacation upon his separation from the Company. |
| 2 | The amounts in this column reflect the aggregate grant date fair value of the PSUs and RSUs computed in accordance with FASB ASC Topic 718 based on the closing price of Verizon’s common stock on the grant date. The grant date fair value of |
40
| Grant Date Fair Value of PSUs | Maximum Value of PSUs | |||||||||||||||||||||||||||||||
| Name | 2015 ($) | 2016 ($) | 2017 ($) | 2017 Special Award ($) | 2015 ($) | 2016 ($) | 2017 ($) | 2017 Special Award ($) | ||||||||||||||||||||||||
Mr. McAdam
|
| 7,200,039
|
|
| 7,200,036
|
|
| 7,200,037
|
|
| 14,400,078
|
|
| 14,400,072
|
|
| 14,400,074
|
| ||||||||||||||
Mr. Ellis
|
| 1,025,091
|
|
| 2,250,043
|
|
| 2,050,182
|
|
| 4,500,086
|
| ||||||||||||||||||||
Mr. Stratton
|
| 2,756,297
|
|
| 2,835,043
|
|
| 2,992,527
|
|
| 6,000,004
|
|
| 5,512,594
|
|
| 5,670,086
|
|
| 5,985,054
|
|
| 9,000,006
|
| ||||||||
Mr. Vestberg
|
| 2,700,031
|
|
| 5,400,062
|
| ||||||||||||||||||||||||||
Ms. Walden
|
| 2,625,044
|
|
| 2,700,026
|
|
| 2,850,021
|
|
| 5,250,088
|
|
| 5,400,052
|
|
| 5,700,042
|
| ||||||||||||||
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Grant date fair value of PSUs | Maximum value of PSUs | |||||||||||
| Name | 2021 ($) | 2022 ($) | 2023 ($) | 2021 ($) | 2022 ($) | 2023 ($) | ||||||
| Mr. Vestberg | 8,700,045 | 8,700,045 | 12,200,005 | 17,400,090 | 17,400,090 | 24,400,010 | ||||||
| Mr. Skiadas | 3,540,048 | 7,080,096 | ||||||||||
| Mr. Sampath | 4,200,030 | 5,100,045 | 8,400,060 | 10,200,090 | ||||||||
| Mr. Malady | 3,150,039 | 3,900,020 | 4,800,024 | 6,300,078 | 7,800,040 | 9,600,048 | ||||||
| Mr. Silliman | 3,300,017 | 4,500,020 | 6,600,034 | 9,000,040 | ||||||||
| Mr. Ellis | 3,915,004 | 4,200,022 | 4,200,016 | 7,830,008 | 8,400,044 | 8,400,032 | ||||||
| The amounts in this column for |
|
Compensation Tables |Summary compensation
| The following table provides the detail for |
| Name | Personal Use of Company Aircrafta ($) | Personal Use of Company Vehicleb ($) | Company Contributions to the Qualified Savings Planc ($) | Company Contributions to the Nonqualified Deferral Plan ($) | Company Contributions to ($) | Othere ($) | All Other Compensation Total ($) | Personal use of company aircrafta ($) | Personal use of company vehicleb ($) | Company contributions to the tax qualified Savings Plan ($) | Company contributions to the nonqualified Deferral Plan ($) | Company contributions to the life insurance benefitc ($) | Separation benefitsd ($) | Othere ($) | All other compensation total ($) | |||||||||||||||||||||||||||||
Mr. McAdam
|
|
132,173
|
|
|
12,632
|
|
|
18,850
|
|
|
325,150
|
|
|
48,765
|
|
|
6,000
|
|
|
543,570
|
| |||||||||||||||||||||||
| Mr. Vestberg | 92,794 | 4,971 | 19,800 | 265,950 | 134,976 | 0 | 23,284 | 541,775 | ||||||||||||||||||||||||||||||||||||
| Mr. Skiadas | 0 | 0 | 19,800 | 53,928 | 28,474 | 0 | 11,000 | 113,202 | ||||||||||||||||||||||||||||||||||||
| Mr. Sampath | 0 | 0 | 19,800 | 91,292 | 22,404 | 0 | 13,000 | 146,496 | ||||||||||||||||||||||||||||||||||||
| Mr. Malady | 0 | 0 | 19,800 | 109,562 | 46,522 | 0 | 13,000 | 188,884 | ||||||||||||||||||||||||||||||||||||
| Mr. Silliman | 0 | 0 | 19,800 | 100,697 | 38,531 | 0 | 13,000 | 172,028 | ||||||||||||||||||||||||||||||||||||
Mr. Ellis
|
|
0
|
|
|
0
|
|
|
18,850
|
|
|
58,998
|
|
|
19,118
|
|
|
10,758
|
|
|
107,724
|
| 0 | 0 | 8,272 | 87,262 | 33,735 | 4,856,529 | 4,298 | 4,990,096 | |||||||||||||||
Mr. Stratton
|
|
0
|
|
|
0
|
|
|
18,850
|
|
|
124,575
|
|
|
48,897
|
|
|
12,515
|
|
|
204,837
|
| |||||||||||||||||||||||
Mr. Vestberg
|
|
0
|
|
|
0
|
|
|
241,318
|
|
|
0
|
��
|
|
35
|
|
|
13,000
|
|
|
254,353
|
| |||||||||||||||||||||||
Ms. Walden
|
|
0
|
|
|
0
|
|
|
18,850
|
|
|
124,575
|
|
|
39,879
|
|
|
12,515
|
|
|
195,819
|
| |||||||||||||||||||||||
| a | The aggregate incremental cost of the personal use of a Company aircraft is determined by multiplying the total |
| b | The aggregate incremental cost of the personal use of a Company vehicle is determined by (i) calculating the incremental vehicle cost per mile by dividing the annual lease and fuel costs by the total annual miles; (ii) multiplying the executive’s total |
| c |
| Executive life insurance is available to | ||
| d | For Mr. Ellis, the |
| e | This column represents the total amount of other perquisites and personal benefits provided. These other benefits consist |
41
| Back to Contents |
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
|
Compensation Tables |Plan-based awards
Plan-based awards
The following table provides information about the 20172023 awards granted under the Short-Term Plan and the Long-Term Plan to each named executive officer.
Estimated Future Payouts UnderNon-Equity Incentive |
Estimated Future Payouts Under Equity Incentive | All Other Units4 (#) (i)
| All Other Options (#) (j)
| Exercise Awards ($/Sh) (k)
| Grant Date Awards5 ($) (l)
| |||||||||||||||||||||||||||||||||||||||||||
Name (a) | Type of Award1 | Grant Date (b) | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | ||||||||||||||||||||||||||||||||||||||||
Mr. McAdam |
|
STP |
|
|
— |
|
|
2,000,000 |
|
|
4,000,000 |
|
|
6,000,000 |
| |||||||||||||||||||||||||||||||||
| PSU | 3/3/2017 | 54,622 | 143,742 | 287,484 | 7,200,037 | |||||||||||||||||||||||||||||||||||||||||||
| RSU | 3/3/2017 | 95,828 | 4,800,025 | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Ellis | STP | — | 562,500 | 1,125,000 | 1,687,500 | |||||||||||||||||||||||||||||||||||||||||||
| PSU | 3/3/2017 | 17,070 | 44,920 | 89,840 | 2,250,043 | |||||||||||||||||||||||||||||||||||||||||||
| RSU | 3/3/2017 | 29,947 | 1,500,045 | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Stratton | STP | — | 712,500 | 1,425,000 | 2,137,500 | |||||||||||||||||||||||||||||||||||||||||||
| PSU | 3/3/2017 | 22,702 | 59,743 | 119,486 | 2,992,527 | |||||||||||||||||||||||||||||||||||||||||||
| PSU | 3/14/2017 | 60,778 | 121,556 | 182,334 | 6,000,004 | |||||||||||||||||||||||||||||||||||||||||||
| RSU | 3/3/2017 | 39,829 | 1,995,035 | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Vestberg | STP | — | 675,000 | 1,350,000 | 2,025,000 | |||||||||||||||||||||||||||||||||||||||||||
| PSU | 4/3/2017 | 20,862 | 54,901 | 109,802 | 2,700,031 | |||||||||||||||||||||||||||||||||||||||||||
| RSU | 4/3/2017 | 36,601 | 1,800,037 | |||||||||||||||||||||||||||||||||||||||||||||
| RSU | 5/4/2017 | 65,388 | 3,000,001 | |||||||||||||||||||||||||||||||||||||||||||||
Ms. Walden | STP | — | 712,500 | 1,425,000 | 2,137,500 | |||||||||||||||||||||||||||||||||||||||||||
| PSU | 3/3/2017 | 21,621 | 56,898 | 113,796 | 2,850,021 | |||||||||||||||||||||||||||||||||||||||||||
| RSU | 3/3/2017 | 37,932 | 1,900,014 | |||||||||||||||||||||||||||||||||||||||||||||
Name (a) |
Type of |
Grant date | Estimated future payouts under non-equity incentive plan awards2 | Estimated future payouts under equity incentive plan awards3 | All other stock awards: Number of shares of stock or units4 (#) (i) | All other option awards: Number of securities underlying options (#) (j) | Exercise or base price of option awards ($/Sh) (k) | Grant date fair value of stock and option awards5 ($) (l) | ||||||||||||||||
Threshold (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | |||||||||||||||||||
| Mr. Vestberg | STP | – | 1,031,250 | 3,750,000 | 7,500,000 | |||||||||||||||||||
| PSU | 3/1/2023 | 318,538 | 637,076 | 12,200,005 | ||||||||||||||||||||
| RSU | 3/1/2023 | 151,437 | 5,800,037 | |||||||||||||||||||||
| Mr. Skiadas | STP | – | 271,563 | 987,500 | 1,975,000 | |||||||||||||||||||
| PSU | 3/1/2023 | 17,233 | 34,466 | 660,024 | ||||||||||||||||||||
| PSU | 5/1/2023 | 74,400 | 148,800 | 2,880,024 | ||||||||||||||||||||
| RSU | 3/1/2023 | 40,209 | 1,540,005 | |||||||||||||||||||||
| RSU | 5/1/2023 | 49,600 | 1,920,016 | |||||||||||||||||||||
| Mr. Sampath | STP | – | 433,125 | 1,575,000 | 3,150,000 | |||||||||||||||||||
| PSU | 3/1/2023 | 125,327 | 250,654 | 4,800,024 | ||||||||||||||||||||
| PSU | 3/2/2023 | 7,811 | 15,622 | 300,021 | ||||||||||||||||||||
| RSU | 3/1/2023 | 83,551 | 3,200,003 | |||||||||||||||||||||
| RSU | 3/2/2023 | 5,207 | 200,001 | |||||||||||||||||||||
| Mr. Malady | STP | – | 412,500 | 1,500,000 | 3,000,000 | |||||||||||||||||||
| PSU | 3/1/2023 | 125,327 | 250,654 | 4,800,024 | ||||||||||||||||||||
| RSU | 3/1/2023 | 83,551 | 3,200,003 | |||||||||||||||||||||
| Mr. Silliman | STP | – | 371,250 | 1,350,000 | 2,700,000 | |||||||||||||||||||
| PSU | 3/1/2023 | 117,494 | 234,988 | 4,500,020 | ||||||||||||||||||||
| RSU | 3/1/2023 | 78,329 | 3,000,001 | |||||||||||||||||||||
| Mr. Ellis | STP | – | 391,875 | 1,425,000 | 2,850,000 | |||||||||||||||||||
| PSU | 3/1/2023 | 109,661 | 219,322 | 4,200,016 | ||||||||||||||||||||
| RSU | 3/1/2023 | 73,108 | 2,800,036 | |||||||||||||||||||||
| 1 | These awards are described in the Compensation Discussion and Analysis beginning on page |
| 2 | The actual amount awarded under the Short-Term Plan (STP) in |
| 3 | These columns reflect the potential payout range of PSU awards granted in |
42
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| 4 | This column reflects the |
| 5 | This column reflects the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718 based on the closing price of Verizon’s common stock on the grant date. For PSUs the grant date fair value has been determined based on the vesting of 100% of the nominal PSUs awarded, which is the performance threshold the Company believed was the most likely to be achieved under the grants. |
|
Compensation Tables |Plan-based awards
Outstanding equity awards at fiscal year-end
| Option awards | Stock awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name (a) | Number of securities underlying unexercised options (#) exercisable (b) | Number of securities underlying unexercised options (#) unexercisable (c) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) (d) | Option exercise price ($) (e) | Option (f) | Number of (g) | Market value (h) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested4,5 (#) (i) | Equity (j) | Grant date | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Vestberg | 0 | 0 | 0 | 0 | 0 | 41,020 | 1,546,454 | 0 | 0 | 3/1/2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 80,915 | 3,050,496 | 45,515 | 1,715,916 | 3/1/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock Awards | 159,944 | 6,029,889 | 329,704 | 12,429,841 | 3/1/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name (a) | Number of (b) | Number of (c) | Equity (d) | Option (e) | Option (f) | Number of (g) | Market Value Units of Stock That Have Not Vested1,2,4,5 ($) (h) | Equity Number of That Have Not Vested1,3,6 (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1,3,6,7 ($) (j) | Grant Date | ||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. McAdam |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
100,532 |
|
|
5,321,159 |
|
|
107,066 |
|
|
5,667,003 |
|
|
3/4/2016 |
| ||||||||||||||||||||||||||||||
| Mr. Skiadas | 0 | 0 | 0 | 0 | 0 | 5,941 | 223,976 | 0 | 0 | 3/1/2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 12,278 | 462,881 | 6,906 | 260,356 | 3/1/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 42,468 | 1,601,044 | 17,837 | 672,455 | 3/1/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 51,518 | 1,942,229 | 75,732 | 2,855,096 | 5/1/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Sampath | 0 | 0 | 0 | 0 | 0 | 7,921 | 298,622 | 0 | 0 | 3/1/2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 16,742 | 631,173 | 9,417 | 355,021 | 3/1/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22,857 | 861,709 | 12,857 | 484,709 | 7/1/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 88,245 | 3,326,837 | 129,720 | 4,890,444 | 3/1/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5,500 | 207,350 | 8,085 | 304,805 | 3/2/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Malady | 0 | 0 | 0 | 0 | 0 | 14,853 | 559,958 | 0 | 0 | 3/1/2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 36,273 | 1,367,492 | 20,403 | 769,193 | 3/1/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 88,245 | 3,326,837 | 129,720 | 4,890,444 | 3/1/2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Mr. Silliman | 0 | 0 | 0 | 0 | 0 | 14,146 | 533,304 | 0 | 0 | 3/1/2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 20,853 | 786,158 | 0 | 0 | 2/2/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 30,693 | 1,157,126 | 17,264 | 650,853 | 3/1/2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 99,391 | 5,260,766 | 131,197 | 6,944,257 | 3/3/2017 | 82,729 | 3,118,883 | 121,613 | 4,584,810 | 3/1/2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Ellis |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
11,310 |
|
|
598,638 |
|
|
12,046 |
|
|
637,595 |
|
|
3/4/2016 |
| 0 | 0 | 0 | 0 | 0 | 2,976 | 112,195 | 0 | 0 | 3/1/2021 | ||||||||||||||||||||
| 3,157 | 167,100 | 3,362 | 177,951 | 11/1/2016 | 3,149 | 118,717 | 9,681 | 364,974 | 3/1/2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 31,061 | 1,644,059 | 41,000 | 2,170,130 | 3/3/2017 | 4,149 | 156,417 | 12,139 | 457,640 | 3/1/2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Stratton |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
39,585 |
|
|
2,095,234 |
|
|
42,158 |
|
|
2,231,423 |
|
|
3/4/2016 |
| ||||||||||||||||||||||||||||||
| 41,310 | 2,186,538 | 54,529 | 2,886,220 | 3/3/2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 0 | 0 | 189,114 | 10,009,804 | 3/14/2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Vestberg |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
37,962 |
|
|
2,009,329 |
|
|
50,109 |
|
|
2,652,269 |
|
|
4/3/2017 |
| ||||||||||||||||||||||||||||||
| 66,976 | 3,545,040 | 0 | 0 | 5/4/2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Ms. Walden |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
37,700 |
|
|
1,995,461 |
|
|
40,150 |
|
|
2,125,140 |
|
|
3/4/2016 |
| ||||||||||||||||||||||||||||||
| 39,343 | 2,082,425 | 51,932 | 2,748,761 | 3/3/2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 | ||
| (1) | for all of the | |
| (2) | for Mr. | |
| (3) | for Mr. Sampath, the | |
| (4) | for Mr. Silliman, his special 2022 retention RSU award granted February 2, 2022, which vested on February 2, 2024. | |
43
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| 2 | ||
| The amounts listed in this column represent the number of PSUs outstanding on December 31, 2023 with respect to the following awards: | ||
| (1) | for all of the named executive officers, their 2022 annual | |
| (2) | for all of the named executive officers, their 2023 annual PSU awards granted on March 1, 2023 which are scheduled to vest on December 31, | |
| (3) | for Mr. | |
| (4) | for Mr. Sampath, his incremental 2022 PSU award granted on July 1, 2022 which is scheduled to vest on December 31, 2024 and his incremental 2023 PSU award granted on March | |
| 5 | When dividends are distributed to shareholders, dividend equivalents are credited on the PSU awards in an amount equal to the dollar amount of dividends that would be payable on the total number of PSUs | |
The following table reports the value realized from the vesting of the following stock-based awards for the named executive officers:
awards:
| • | the annual 2021 PSUs that vested on December 31, 2023 for the named executive officers; | |
| the third tranche of the annual 2020 RSUs that vested on March 2, 2023 for the named executive officers; | ||
| • | the second tranche of the annual 2021 RSUs that vested on March 1, 2023 for the named executive officers; | |
| • | the first tranche of the annual 2022 RSUs that vested on March 1, 2023 for the named executive officers; | |
| • | the special 2020 RSUs that vested on February 10, 2023 for Mr. Sampath; | |
| • | the special one-time equity award in the form of PSUs granted to Mr. Vestberg in 2018 | |
| • |
Compensation Tables |Value realized from stock options and certain stock-based awards
Based on the Company’s relative TSR as compared with the Related Dow Peerscumulative adjusted EPS and its cumulative free cash flow over the performance period, and an adjustment based on the Company’s TSR as compared with the S&P 100 Index as constituted on the date the awards were granted, the Committee approved a vesting percentage of 67%14% of the target number of PSUs granted for the 2015-20172021-2023 performance cycle for all participants, including the named executive officers.participants. The values of the 20152021 PSU awards upon vesting for Mr. McAdam, Mr.Messrs. Vestberg, Skiadas, Sampath, Malady, Silliman and Ellis Mr. Stratton,were $989,528, $143,316, $191,081, $358,280 $341,216 and Ms. Walden were $6,070,322, $599,459, $2,323,821, and $2,213,164, respectively, and the$345,066, respectively. The values of the 2015third tranche of the 2020 RSU awards upon vesting for Mr. McAdam, Mr.Messrs. Vestberg, Skiadas, Sampath, Malady, Silliman and Ellis Mr. Stratton,were $1,380,683, $207,116, $236,168, $467,159, $493,131 and Ms. Walden$648,837, respectively. The values of the second tranche of 2021 RSUs upon vesting for Messrs. Vestberg, Skiadas, Sampath, Malady, Silliman and Ellis were $6,040,121, $596,478, $2,312,261,$1,487,517, $215,442, $287,255, $538,603, $512,961 and $2,202,153,$669,368, respectively. The values of the first tranche of 2022 RSUs upon vesting for Messrs. Vestberg, Skiadas, Sampath, Malady, Silliman and Ellis were $1,467,104, $222,570, $717,950, $657,660, $556,485 and $708,268, respectively.
The value of the special 2020 RSU award for Mr. Ellis’Sampath was $771,720.
Based on Verizon’s average annual ROE during the performance cycle, the Committee approved a vesting percentage of 100% of the target number of PSUs granted for Mr. Vestberg’s specialone-time equity award granted in 2018. The value of the PSUs upon vesting was $556,002. Mr. Vestberg was hired in 2017$8,458,179.
The value of the special 2021 retention RSUs upon vesting for Messrs. Skiadas and did not hold any stock-based awards that vested during 2017.Sampath were $816,805 and $952,952, respectively.
44
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Option Awards | Stock Awards | |||||||||||||||
Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on (c) | Number of Shares (d) | Value Realized on (e) | ||||||||||||
Mr. McAdam
|
|
0
|
|
|
0
|
|
|
228,801
|
|
|
12,110,443
|
| ||||
Mr. Ellis
|
|
0
|
|
|
0
|
|
|
34,040
|
|
|
1,751,939
|
| ||||
Mr. Stratton
|
|
0
|
|
|
0
|
|
|
87,589
|
|
|
4,636,082
|
| ||||
Mr. Vestberg
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
| ||||
Ms. Walden
|
|
0
|
|
|
0
|
|
|
83,418
|
|
|
4,415,317
|
| ||||
| Name (a) | Option awards | Stock awards | ||||||
| Number of shares acquired on exercise (#) (b) | Value realized on exercise ($) (c) | Number of shares acquired on vesting1 (#) (d) | Value realized on vesting1,2 ($) (e) | |||||
| Mr. Vestberg | 0 | 0 | 387,524 | 13,783,011 | ||||
| Mr. Skiadas | 0 | 0 | 45,056 | 1,605,249 | ||||
| Mr. Sampath | 0 | 0 | 85,248 | 3,157,126 | ||||
| Mr. Malady | 0 | 0 | 52,900 | 2,021,702 | ||||
| Mr. Silliman | 0 | 0 | 49,812 | 1,903,793 | ||||
| Mr. Ellis | 0 | 0 | 62,015 | 2,371,539 | ||||
| 1 | The amounts include dividend equivalents that were credited on the 2021 PSU |
| 2 |
Mr. McAdamVerizon froze all future pension accruals under its management tax-qualified and Ms. Waldennonqualified defined benefit pension plans in 2006. None of the named executive officers other than Messrs. Malady and Silliman are both eligible for a frozen pension benefit under a Verizon Wireless defined benefit retirement plan. All accruals under this plan(tax-qualified and nonqualified) were frozen as of December 31, 2006.benefit.
Verizon Wireless Retirement Plan component of the Verizon Management Pension Plan. In 2001, Verizon Wireless consolidated the pension plans of several predecessor companies under the Verizon Wireless Retirement Plan. Effective December 31, 2017, Verizon merged the Verizon Wireless Retirement Plan into the Verizon Management Pension Plan (VMPP) and established it as a separate component plan within the VMPP. Mr. McAdamMalady is entitled to botha tax-qualified and a nonqualified pension benefit under this plan, and Ms. Walden is entitled to atax-qualified benefit under this plan.
Mr. McAdam’sMalady’s tax-qualified pension benefit was determined under two formulas: (i)as follows: for the period from January 1, 2001 until May 31, 2004, a cash balance formula that provided pay credits equal to two percent of annual eligible pay up to the IRS compensation limit (under the cash balance formula, a participant’s account balance is also credited on an ongoing basis with interest credits based upon the30-year Treasury bond); and (ii) a final average pay formula based on 24 years of service multiplied by 1.45% of Mr. McAdam’s average annual eligible pay for the five final consecutive years for each year of service through the end of 2006.. The normal retirement age under the Verizon Wireless Retirement Plan is 65. The earlySince there are no reductions applied to cash balance formula benefits, age 65 is used as Mr. Malady’s earliest unreduced retirement age (for unreduced benefits) under the plan is 55. Mr. McAdam is eligible for unreduced early retirement benefits under the plan. Mr. McAdam’s nonqualified plan benefit was determined using the 1.45% final average pay formula and was calculated based on 10 years of service and only included his eligible pay in excess of the IRS compensation limit through the end of 2006, at which time no further adjustments to eligible pay were recognized under the plan.age. For Mr. McAdam,Malady, eligible pay consisted of base salary and the Short-Term Plan award. No participant under the plan was eligible for cash balance credits under the nonqualified portion of the plan.
Ms. Walden has
45
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Pension Plan for Employees of MCI Communications Corporation and Subsidiaries component of the Verizon Management Pension Plan. In conjunction with the acquisition of MCI Communication Corporation in 2006, Verizon acquired The Pension Plan for Employees of MCI Communications Corporation and Subsidiaries. Benefits under this plan were previously frozen by MCI effective December 31, 1998. This pension plan was merged into the Verizon Management Pension Plan but maintained as a tax qualifiedseparate component within that plan.
Mr. Silliman accrued a tax-qualified benefit under the Verizon Wireless Retirement Plan that isa cash balance formula in this plan and his benefit was determined under one formula:as follows: for the period from January 1, 2001September 22, 1997 until MayDecember 31, 2004,1998, a cash balance formula that provided pay credits equalranging from two percent to twosix and one-half percent based on age of annual eligible pay up to the IRS compensation limit (under the cash balance formula, a participant’s account balance is also credited on an ongoing basis with interest credits based upondefined in the30-year Treasury bond) plan document but no less than 4.04% per year).
Compensation Tables |Pension plans The normal retirement age under the MCI Plan is 65. Since there are no reductions applied to cash balance formula benefits, age 65 is used as Mr. Silliman’s earliest unreduced retirement age. For Mr. Silliman, eligible pay consisted of base salary and the Short-Term Plan award. Mr. Silliman did not receive cash balance credits under the nonqualified portion of the plan.
The following table illustrates the actuarial present value as of December 31, 20172023 of pension benefits accumulated by Messrs. Malady and Silliman, the only named executive officers other than Messrs. Ellis, Stratton, and Vestberg who are not eligible for pension benefits.
Name (a) | Plan Name (b) | Number of Years (c) | Present Value of (d) | Payments During (e) | ||||||||||
Mr. McAdam | Verizon Wireless Retirement Plan – Qualified Verizon Wireless Retirement Plan – Nonqualified
|
| 34 10
|
|
| 1,068,915 1,604,642
|
|
| 0 0
|
| ||||
Ms. Walden | Verizon Wireless Retirement Plan – Qualified
|
| 17
|
|
| 27,619
|
|
| 0
|
| ||||
| Name (a) | Plan name (b) | Number of years credited service (#) (c) | Present value of accumulated benefit1 ($) (d) | Payments during last fiscal year ($) (e) | ||||
| Mr. Malady | Verizon Wireless Retirement Plan – Qualified | 23 | 25,550 | 0 | ||||
| Mr. Silliman | MCI – Qualified | 26 | 9,783 | 0 |
| 1 |
| The values are based on the assumptions for the actuarial determination of pension benefits as required by the relevant accounting standards as described in |
The named executive officers other than Mr. Vestberg, are participants in the Company’stax-qualified defined contribution savings plan, the Verizon Management Savings Plan, which is referred to as the Savings Plan, and its nonqualified defined contribution savings plan, the Verizon Executive Deferral Plan, which is referred to as the Deferral Plan. The named executive officers who participate in these plans are subject to the same terms as other participants in these plans. During 2017, Mr. Vestberg was employed in Sweden and participated in thetax-qualified defined contribution savings plan (referred to as the “ITP1”) applicable to the company’s employees located in Sweden on the same terms as the other participants in that plan.
Under the Savings Plan, participantsexecutives may defer “eligible pay”,pay,” which includes base salary and the Short-Term Plan award, up to certain compensation limits imposed by the Internal Revenue Code, and Verizon provides a matching contribution equal to 100% of the first 6% of eligible pay deferred. The Deferral Plan is designed to restore benefits that are limited or cut back under the Savings Plan. Accordingly, under the Deferral Plan, a participant may elect to defer his or her base pay and Short-Term Plan award that could not be deferred into the Savings Plan due to the Internal Revenue Code limits. Verizon provides the same matching contribution on these deferred amounts as the participant would have received if such amounts had been permitted to be deferred into the Savings Plan. Prior to 2018, participants were permitted to defer certain long-term incentive awards under the Deferral Plan (those deferrals were not eligible for Company match). Deferrals of long-term incentive awards arewere no longer permitted after 2017. Long-term incentive awards deferred prior to 2018 remain subject to the terms of the award and the applicable deferral election.
Participants in the Savings Plan and the Deferral Plan are eligible for an additional discretionary profit-sharing contribution of up to 3% of eligible pay. In determining whether to make a profit-sharing contribution, the Committee uses the same criteria it uses to determine the Short-Term Plan award paid to employees. For 2017, the discretionary contribution was 1.50%. Messrs. McAdam and Stratton and Ms. Walden were participants in the Verizon Wireless Executive Deferral Plan while they were employed at Verizon Wireless. In April 2014, following Verizon’s acquisition of sole ownership of Verizon Wireless, the Verizon Wireless Executive Deferral Plan was merged into the Deferral Plan.
Participants in the Deferral Plan may elect to invest their deferrals in the hypothetical investment options available to all participants under the Savings Plan or in a hypothetical cash account that earns a return rate equal to the long-term, high-grade corporate bond yield average as published by Moody’s Investor Services. Under SEC rules, earnings on balances invested in this option may be reportable as “above market” interest in the Summary Compensation table of the proxy statement in any given year if the rate of interest exceeds 120% of the applicable federal long-term rate at the time the plan interest rate or formula was originally established. Participants in the Deferral Plan may generally elect to receive their benefits in a lump sum or installments, commencing on a separation from service or specific date elected by the participant.
46
summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Compensation Tables |Defined contribution savings plans
Messrs. McAdamSkiadas and Stratton and Ms. WaldenMalady also have an account balancesbalance under the Verizon Wireless Executive Savings Plan (ESP). The ESP is a nonqualified deferred compensation plan that was the predecessor to the Verizon Wireless Executive Deferral Plan. The ESP was amended to freeze the accrual of benefits under the plan as of the close of business on December 31, 2004. Participants in the ESP no longer accrue any additional benefits other than market-based investment earnings or losses on their individual accounts. No new deferrals were permitted after 2004. Participants retain the ability to invest their frozen accounts in the investment options available under the ESP. Participants in the ESP do not receive matching contribution credits or retirement credits under the plan.
ITP1 is a collectively agreed defined contribution plan. The annual employer contributions are as follows:
The IBA is an index established by the Swedish government that increases annually in line with wages. In 2017, the IBA was SEK 61,500.
The “Nonqualified deferred compensation”Nonqualified Deferred Compensation table below shows the 20172023 account activity for each named executive officer other than Mr. Vestberg and includes each participating executive’s contributions, Company matching contributions, earnings, withdrawals and distributions and the aggregate balance of his or her total deferral account as of December 31, 2017. Mr. Vestberg did not participate in a nonqualified deferred compensation plan during 2017.2023.
Name (a)
| Executive
| Registrant
| Aggregate ($) (d)
| Aggregate ($) (e)
| Aggregate Balance ($) (f)
| |||||||||||||||||
Mr. McAdam
| Verizon Executive Deferral Plan
|
| 271,800
|
|
| 325,150
|
|
| 468,720
|
|
| 0
|
|
| 10,571,389
|
| ||||||
Verizon Wireless Executive Savings Plan
|
| 0
|
|
| 0
|
|
| 123,554
|
|
| 0
|
|
| 2,604,480
|
| |||||||
Mr. Ellis
| Verizon Executive Deferral Plan
|
| 236,354
|
|
| 58,998
|
|
| 23,681
|
|
| 0
|
|
| 544,195
|
| ||||||
Mr. Stratton
| Verizon Executive Deferral Plan
|
| 438,077
|
|
| 124,575
|
|
| 906,653
|
|
| 0
|
|
| 10,186,227
|
| ||||||
Verizon Wireless Executive Savings Plan
|
| 0
|
|
| 0
|
|
| 177,866
|
|
| 0
|
|
| 4,473,100
|
| |||||||
Ms. Walden |
Verizon Executive Deferral Plan
|
| 105,138
|
|
| 124,575
|
|
| 297,689
|
|
| 0
|
|
| 7,379,521
|
| ||||||
Verizon Wireless Executive Savings Plan
|
| 0
|
|
| 0
|
|
| 578
|
|
| 0
|
|
| 14,286
|
| |||||||
| Name (a) | Executive contributions in last FY1 ($) (b) | Registrant contributions in last FY2 ($) (c) | Aggregate earnings in last FY ($) (d) | Aggregate withdrawals/ distributions3 ($) (e) | Aggregate balance at last FYE3 ($) (f) | |||||||
| Mr. Vestberg | Verizon Executive Deferral Plan | 265,950 | 265,950 | 124,295 | 0 | 3,067,543 | ||||||
| Mr. Skiadas | Verizon Executive Deferral Plan | 179,566 | 53,928 | 117,073 | (46,952) | 2,685,325 | ||||||
| Verizon Wireless Executive Savings Plan | 0 | 0 | 7,146 | 0 | 227,641 | |||||||
| Mr. Sampath | Verizon Executive Deferral Plan | 91,292 | 91,292 | 107,360 | 0 | 2,546,537 | ||||||
| Mr. Malady | Verizon Executive Deferral Plan | 632,858 | 109,562 | 541,607 | 0 | 7,536,858 | ||||||
| Verizon Wireless Executive Savings Plan | 0 | 0 | 22 | 0 | 416 | |||||||
| Mr. Silliman | Verizon Executive Deferral Plan | 255,992 | 100,697 | 189,208 | (95,114) | 5,017,722 | ||||||
| Mr. Ellis | Verizon Executive Deferral Plan | 87,262 | 87,262 | 116,238 | (865,752) | 2,575,198 |
| 1 | Of the amounts listed in this column, the following amounts are also included in the |
| 2 | The amounts listed in this column are also included in columns (i) and (j) of the |
| 3 |
| The aggregate amounts shown in columns (e) and (f) include the following amounts that were reported as compensation to the named executive officers in the |
| • | For Mr. Vestberg, a total of $2,768,418 was reported (2018 to 2023); | |
| • | For Mr. Sampath, a total of $163,985 was reported (2023); | |
| • | For Mr. Malady, a total of $2,211,741 was reported (2022 to 2023); | |
| • | For Mr. Silliman, a total of $387,080 was reported (2023); and | |
| • | For Mr. Ellis, a total of $1,540,073 was reported (2017 to 2023). |
The following summaries and tables describe and quantify the potential payments and benefits that would be provided to each of our named executive officers, other than Ms. WaldenMr. Ellis, if a termination of employment or change in control of Verizon had occurred at the end of 20172023 under Verizon’s compensation plans and agreements. Ms. Walden left Verizon on February 28, 2018.On April 29, 2023, Mr. Ellis separated from Verizon. The actual payments and benefits that Ms. WaldenMr. Ellis became entitled to receive in connection with herhis separation from Verizon on April 29, 2023 are discussed under the heading “Separation of Ms. Walden”Mr. Ellis” beginning on page 57.53.
|
Compensation Tables |Potential payments upon termination or change in control
Payments made upon termination
Regardless of the manner in which a named executive officer’s employment terminates, the executive is entitled to receive amounts earned during the term of employment. This includes amounts accrued and vested under our pension plans and nonqualified deferred compensation plans, which are reported in the “Pension benefits”Pension Benefits and “Nonqualified deferred compensation”Nonqualified Deferred Compensation tables above. Those benefits are not included in the summaries and tables below.below
47
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
In addition, amounts earned under our 20172023 Short-Term Plan awards and amounts earned under our 2015 Long-Term Plan awards that vested on December 31, 2023 are not included in the summaries or tables below. Amounts earned under our 20172023 Short-Term Plan awards are discussed in the Compensation Discussion and Analysis beginning on page 3327 and are reported in the “Summary compensation”Summary Compensation table on page 46.40. Amounts earned under our 2015 Long-Term Plan awards that vested on December 31, 2023 are discussed in the Compensation Discussion and Analysis beginning on page 4031 and are reported in the “Option exercisesOption Exercises and stock vested”Stock Vested table on page 50.45. If a named executive officer’s employment had terminated on December 31, 20172023 for any reason other than for cause, the full amount of the 20172023 Short-Term Plan award and the full amount of the 2015 Long-Term Plan awards that vested on December 31, 2023, in each case to the extent earned, would have been payable. These amounts would be determined and payable at the same time as awards are determined and paid to participating employees generally under those plans. In the event of a termination for cause, no amount would have been payable under these awards.
Mr. McAdam. Vestberg. As Chairman and CEO, Mr. McAdamVestberg is not eligible to participate in the Senior Manager Severance Plan described below. Mr. McAdamVestberg is also not a party to an employment agreement with Verizon or any other agreement that would provide him with cash severance benefits in the event his employment is involuntarily terminated by Verizon without cause.
Senior Manager Severance Plan. Verizon provides severance benefits to certain employees, including all of the named executive officers other than the Chairman and CEO, under the Senior Manager Severance Plan. Under the plan, a named executive officer is eligible to receive severance benefits if he or she experiences a “qualifying separation” from Verizon, which is generally defined as an involuntary termination by Verizon without cause, a voluntary termination by the executive solely due to the executive’s refusal to accept a qualifying reclassification or relocation (as those terms are defined in the plan) or a determination by the independent members of the Board that the named executive officer has incurred a qualifying separation. A severance benefit, if triggered, is payable to an executive only if the executive executes a release of claims against Verizon in the form satisfactory to Verizon and agrees not to compete or interfere with any Verizon business for a period of one year after termination from employment and always to protect Verizon’s trade secrets and proprietary information.
If a named executive officer incurs a qualifying separation under the plan, he or she is eligible to receive the following benefits: (i) alump-sum cash separation payment equal to two times the sum of his or her base salary and target Short-Term Plan award opportunity; and (ii) continued medical, dental and vision coverage for two years.
In addition, if the executive’s qualifying separation occurs prior to the last day of the year, the executive will receive a prorated Short-Term Plan award for the year in which the separation occurs, determined based on the actual level of achievement of the performance criteria under the Short-Term Plan for the applicable year and payable at the time that awards are payable to participating employees generally under the plan. To the extent that an executive also becomes eligible for severance benefits under any outstanding agreement, plan or any other arrangement, the executive’s cash severance payment under the Senior Manager Severance Plan will be reduced on adollar-for-dollar basis by the amount of the severance benefits payable to the executive under such other agreement, plan or arrangement.
Ms. Walden left Verizon on February 28, 2018. Upon her separation, Ms. Walden was entitled to receive separation benefits under the Senior Manager Severance Plan, which are described and quantified under the heading “Separation of Ms. Walden” beginning on page 57. Ms. Walden did not receive any additional separation benefits or payments upon her separation of service.
Compensation Tables |Potential payments upon termination or change in control
Other benefits. Upon an involuntary termination of employment without cause, a named executive officer would also be eligible to receive financial planning and outplacement services for one year following termination on the same basis as provided to other senior executives. However, executives would only be entitled to receive financial planning services if they participate in the program in the year in which their employment terminates. Mr. McAdam and Mr. Vestberg did not participate in the financial planning program in 2017 and, as a result, would not have been entitled to receive financial planning services if their employment had terminated on the last business day of 2017. In addition, under the terms of the executive life insurance plan, each named executive officer who is retirement eligible upon termination and who continues to pay the annual premiums on the life insurance policy owned by the executive would be eligible to receive an annual cash payment from Verizon to paydefray a portion of the annual premiumpremiums until the latest of the executive’s attainment of age 60 or the completion of 5 years of plan participation. Retirement eligibility is generally defined as having attained 75 points (age plus years of service) with at least 15 years of service, having attained age 65 and 5 years of service or having attained age 55 and 10 years of service. If the named executive officer is not retirement eligible upon termination and has not reached plan maturity (age 60 and 5 years of plan participation) upon termination, the executive would be eligible to receive one additional annual cash payment to paydefray a portion of the annual premiumpremiums for the two years following the year in which the executive’s termination occurs. Mr. McAdam attainedIf the named executive officer is retirement eligible upon termination and has achieved plan maturity on December 31, 2014, and he isupon his or her termination, the executive would not be entitled to receive any additional paymentscash payment from Verizon with respect to this benefit following his termination of employment. In addition, Mr. Vestberg is eligible for a one month contribution to the ITP1 collectively agreed defined contribution plan.Verizon.
48
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Estimated payments. The following table shows Verizon’s estimate of the amount of benefits the named executive officers other than Ms. Walden, would have been entitled to receive had their employment been involuntarily terminated without cause on the last business day of 20172023 or had they incurred a qualifying separation under the Senior Manager Severance Plan. The actual payments and benefits that Ms. Walden became entitled to receive upon her separation from Verizon on February 28, 2018 are discussed under the heading “Separation of Ms. Walden” beginning on page 57.
| Name | Cash Separation ($) | Continued Health ($) | Outplacement ($) | Financial Planning2 ($) | Executive Life Insurance Benefit3 ($) | Other4 ($) | ||||||||||||||||||
Mr. McAdam
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
| ||||||
Mr. Ellis
|
|
3,750,000
|
|
|
43,667
|
|
|
14,500
|
|
|
11,000
|
|
|
20,053
|
|
|
0
|
| ||||||
Mr. Stratton
|
|
4,750,000
|
|
|
29,112
|
|
|
14,500
|
|
|
13,000
|
|
|
153,666
|
|
|
0
|
| ||||||
Mr. Vestberg
|
|
4,500,000
|
|
|
0
|
|
|
14,500
|
|
|
0
|
|
|
4
|
|
|
26,913
|
| ||||||
| Name | Cash separation payment ($) | Continued health benefits1 ($) | Outplacement services ($) | Financial planning ($) | Executive life insurance benefit2 ($) | |||||
| Mr. Vestberg | 0 | 0 | 0 | 0 | 0 | |||||
| Mr. Skiadas | 4,000,000 | 64,871 | 40,000 | 11,000 | 224,572 | |||||
| Mr. Sampath | 5,250,000 | 60,797 | 40,000 | 13,000 | 29,030 | |||||
| Mr. Malady | 5,000,000 | 64,871 | 40,000 | 13,000 | 147,760 | |||||
| Mr. Silliman | 4,500,000 | 60,797 | 40,000 | 13,000 | 102,646 |
| 1 | The amounts reflect Verizon’s estimated cost of providing medical, dental and vision coverage for two years. |
| 2 |
Potential payments upon death, disability or retirement
Under the terms of the executive life insurance plan, in the event of disability or a qualifying retirement, a named executive officer who continues to pay the annual premiums on the life insurance policy owned by the executive would be eligible to receive an annual payment from Verizon to paydefray a portion of the annual premium until the latest of the executive’s attainment of age 60 or the completion of 5 years of plan participation. If the named executive officer dies, his or her beneficiary would be entitled to receive the proceeds of the life insurance policy owned by the executive, payable by the third-party issuer of the policy.
Compensation Tables |Potential payments upon termination or change in control
Under the Short-Term Plan, if the named executive officer’s employment terminates due to death, disability or a qualifying retirement prior to the last day of the year, the executive would be eligible for a prorated Short-Term Plan award for the year in which the termination date occurred, determined based on the actual level of achievement of the performance criteria under the Short-Term Plan for the applicable year and payable at the time that awards are generally payable to participating employees under the plan. As described above, if the executive’s employment terminates on the last day of the year for any reason other than for cause, the full amount of the Short-Term Plan award, determined based on the actual level of achievement of the performance criteria under the Short-Term Plan for the applicable year, would have been payable.
In addition, upon death, disability or a qualifying retirement, each named executive officer would also be eligible to receive financial planning services for one year following termination on the same basis as provided to other senior executives, provided that the executive participated in the program in the year in which his or her employment terminates. Upon disability, the named executive officers would also be eligible for disability benefits under thetax-qualified and nonqualified disability plans.
49
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Estimated payments. The following table shows Verizon’s estimate of the amount of benefits the named executive officers other than Ms. Walden, would have been entitled to receive had their employment terminated due to death, disability or qualifying retirement on the last business day of 2017. The actual payments and benefits that Ms. Walden became entitled to receive upon her separation from Verizon on February 28, 2018 are discussed under the heading “Separation of Ms. Walden” beginning on page 57.2023.
Name
| Executive Life Insurance Benefit1
| Disability Benefit2
| Financial Planning3 ($)
| |||||||||
Mr. McAdam
| ||||||||||||
Death
|
|
3,200,000
|
|
|
0
|
|
|
0
|
| |||
Disability
|
|
0
|
|
|
784,032
|
|
|
0
|
| |||
Retirement
|
|
0
|
|
|
0
|
|
|
0
|
| |||
Mr. Ellis
| ||||||||||||
Death
|
|
3,008,000
|
|
|
0
|
|
|
11,000
|
| |||
Disability
|
|
278,766
|
|
|
503,217
|
|
|
11,000
|
| |||
Retirement4
|
|
0
|
|
|
0
|
|
|
0
|
| |||
Mr. Stratton
| ||||||||||||
Death
|
|
3,810,000
|
|
|
0
|
|
|
13,000
|
| |||
Disability
|
|
153,666
|
|
|
374,229
|
|
|
13,000
|
| |||
Retirement
|
|
153,666
|
|
|
0
|
|
|
13,000
|
| |||
Mr. Vestberg
| ||||||||||||
Death
|
|
51,903
|
|
|
0
|
|
|
0
|
| |||
Disability
|
|
0
|
|
|
0
|
|
|
0
|
| |||
Retirement4
|
|
0
|
|
|
0
|
|
|
0
|
| |||
| Name | Executive life insurance benefit1 ($) | Disability benefit2 ($) | Financial planning ($) | |||
| Mr. Vestberg | ||||||
| Death | 10,000,000 | 0 | 21,300 | |||
| Disability | 253,103 | 1,469,888 | 21,300 | |||
| Retirement3 | 0 | 0 | 0 | |||
| Mr. Skiadas | ||||||
| Death | 8,000,000 | 0 | 11,000 | |||
| Disability | 224,572 | 1,500,780 | 11,000 | |||
| Retirement | 224,572 | 0 | 11,000 | |||
| Mr. Sampath | ||||||
| Death | 8,000,000 | 0 | 13,000 | |||
| Disability | 380,358 | 1,796,346 | 13,000 | |||
| Retirement3 | 0 | 0 | 0 | |||
| Mr. Malady | ||||||
| Death | 3,826,000 | 0 | 13,000 | |||
| Disability | 147,760 | 1,389,674 | 13,000 | |||
| Retirement | 147,760 | 0 | 13,000 | |||
| Mr. Silliman | ||||||
| Death | 3,826,000 | 0 | 13,000 | |||
| Disability | 102,646 | 1,417,514 | 13,000 | |||
| Retirement | 102,646 | 0 | 13,000 |
| 1 | In the event of death, the amount represents the proceeds from the life insurance policy owned by the named executive officer, payable by the third-party issuer of the policy. In the event of disability or retirement, |
Compensation Tables |Potential payments upon termination or change in control
| 2 | Assumes that each named executive officer |
| 3 |
50
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Verizon does not maintain any plans or arrangements that provide for any named executive officer to receive cash severance or any other cash payments in connection with a change in control of Verizon. If the named executive officer’s employment terminates in connection with or following a change in control, he or she would be eligible for the same benefits, if any, that would become payable to the executive upon his or her termination under the circumstances as described above. Under the Short-Term Plan, if a change in control occurs, all outstanding awards will vest and become payable on the regularly scheduled payment date.
As is the case for all participants under the terms of the Long-Term Plan and the applicable award agreements, upon an involuntary termination of employment without cause, death, disability or qualifying retirement, each named executive officer’s then unvested RSUs will vest and be payable on the regularly scheduled payment date after the end of the applicable award cycledates and each named executive officer’s then unvested PSUs will vest and be payable on the regularly scheduled payment date after the end of the applicable award cycle, but only if and to the extent that the applicable performance criteria for the award are achieved at the end of the applicable award cycle. UnderA qualifying retirement for purposes of the Long-Term Plan a qualifying retirement generally means to retire after having attained at least 15 years of vesting service (as defined under the applicable Verizontax-qualified savings plan) and a combination of age and years of vesting service that equals or exceeds 75.75, 65 years of age and 5 years of vesting service, or starting with the 2022 awards, 55 years of age and 10 years of vesting service. Commencing with the 2022 awards, participants, including named executive officers, who voluntarily retire having attained age 55 and 5 years of service but do not meet the eligibility requirements for a qualifying retirement (referred to as an early retirement) will vest in a prorated portion of the number of RSUs and PSUs awarded (and accrued dividends) based on the number of days worked during the performance period, and the remainder of the RSUs and PSUs will be forfeited. Any such prorated portion of the PSUs (and accrued dividends) will be payable only if and to the extent that the applicable performance criteria for the award are achieved at the end of the applicable award cycle, and will be payable on the regularly scheduled payment date after the end of the applicable award cycle. As of December 31, 2017,2023, Messrs. McAdamSkiadas, Malady and StrattonSilliman were retirement-eligibleeligible for a qualifying retirement under the Long-Term Plan, Mr. Vestberg was eligible for early retirement vesting under the terms of his 2022 and 2023 PSU and RSU awards, and Mr. Sampath was not eligible for a qualifying retirement or early retirement under the Long-Term Plan.
If a named executive officer’s employment is involuntarily terminated by the Company without cause, the named executive officer’s then unvested RSUs and PSUs will vest only as to a prorated portion of the number of RSUs and PSUs awarded (and accrued dividends) based on the number of days worked during the performance period, and the remainder of the RSUs and PSUs will be forfeited. Any such prorated portion of the PSUs (and accrued dividends) will be payable only if and to the extent that the applicable performance criteria for the award are achieved at the end of the applicable award cycle, and will be payable on the regularly scheduled payment date after the end of the applicable award cycle. With respect to the 2022 special retention RSU award to Mr. Silliman, if the named executive officer’s employment is involuntarily terminated by the Company without cause, Mr. Silliman’s then unvested RSUs will vest and be payable on the regularly scheduled payment date.
51
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The payment of PSU and RSU awards under the Long-Term Plan following an involuntary termination of employment without cause, death, disability or qualifying or early retirement is conditioned on the participant executing a release of claims against Verizon in the form satisfactory to Verizon. The grant of each award is conditioned on the participant’s agreement to certain restrictive covenants including an agreement not to compete or interfere with any Verizon business for a period of one year after termination from employment (two years for the CEO), and to always protect Verizon’s trade secrets and proprietary information.
In addition, under the terms of the Long-Term Plan and the applicable award agreements, if, in the 12 months following a change in control of Verizon, a participant’s employment is involuntarily terminated without cause, all then-unvested RSUs will vest and be payable on the regularly scheduled payment date after the end of the applicable award cycledates and all then-unvested PSUs will vest at target level performance and be payable on the regularly scheduled payment date after the end of the applicable award cycle.
Under the Long-Term Plan, a change in control of Verizon is generally defined as the occurrence of any of the following:
| • | Any person becomes a beneficial owner of shares representing twenty percent or more of Verizon’s outstanding voting stock;
However, a change in control will not occur if:
Estimated payments. The following table shows the estimated value of the awards that the named executive officers
52
Separation of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash Separation Payment1 ($) | Continued Health Benefits2 ($) | Equity3 ($) | Financial Planning ($) | Executive Life Insurance Benefit4 ($) | ||||||||||||||
|
4,764,500
|
|
| 46,459
|
|
| 10,194,636
|
|
| 13,000
|
|
| 45,995
|
| ||||
| Name | Cash separation payment ($) | Continued health benefits1 ($) | Equity2 ($) | 2023 Short-Term Plan award ($) | Financial planning ($) | Executive life | Outplacement services ($) | |||||||
| Mr. Ellis | 4,750,000 | 60,797 | 2,659,242 | 517,750 | 13,000 | 18,232 | 14,500 |
| 1 |
| Represents Verizon’s estimated cost of providing medical, dental and vision coverage for two years. |
| 2 | Represents the value upon vesting of Mr. Ellis’s 2021 annual PSU award, the estimated value of his 2021 annual RSU award and the estimated value of his outstanding 2022 and 2023 annual RSU and PSU awards. Mr. Ellis’s awards were prorated since he had not attained retirement eligibility for purposes of his outstanding Long-Term Plan awards on his separation date. For the 2021 PSU award, the value represents the number of shares acquired on vesting of his 2021 annual PSU award multiplied by $37.70, the closing price of Verizon’s common stock on December 29, 2023, as reported in the Option Exercises and Stock Vested table on page 45. The value of the 2021 RSU award and the 2022 and 2023 RSU and PSU awards |
| 3 | Represents one additional payment to |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of the Company. For further information concerning Verizon’s variable pay-for-performance philosophy and how Verizon aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning on page 23.
| Average Summary Compensation | Average | Value of initial fixed $100 investment based on: | ||||||||||||||
| Year (a) | Summary Compensation table total for CEO1 ($) (b) | Compensation Actually Paid to CEO2 ($) (c) | table total for non-CEO named executive officers3 ($) (d) | Compensation Actually Paid to non-CEO named executive officers4 ($) (e) | Total shareholder return5 ($) (f) | Peer group total shareholder return6 ($) (g) | Net income7 ($ in millions) (h) | Company Selected Measure: Adjusted EPS8 ($) (i) | ||||||||
| 2023 | 24,129,317 | 17,840,203 | 10,823,622 | 7,015,925 | 75.92 | 140.75 | 12,095 | 4.71 | ||||||||
| 2022 | 19,832,750 | 9,173,486 | 9,782,141 | 6,405,568 | 73.88 | 90.34 | 21,748 | 5.18 | ||||||||
| 2021 | 20,342,871 | 10,522,628 | 9,282,312 | 4,091,712 | 92.36 | 150.27 | 22,618 | 5.50 | ||||||||
| 2020 | 19,097,582 | 20,279,502 | 8,546,205 | 9,203,481 | 99.88 | 123.61 | 18,348 | 5.10 | ||||||||
| 1 | The amounts in this column are the amounts of total compensation reported for Mr. Vestberg for each corresponding year in the “Total” column of the Summary Compensation table on page 40. |
| The amounts in this column represent the amount of “Compensation Actually Paid” to Mr. Vestberg, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vestberg during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Vestberg’s total compensation for each year to determine the “Compensation Actually Paid”: | |
| 3 | The amounts in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Vestberg, who has served as our CEO since 2018) in the “Total” column of the Summary Compensation table in each applicable year. The names of each of the named executive officers (excluding Mr. Vestberg) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Skiadas, Sampath, Malady, Silliman, and Ellis, (ii) for 2022, Messrs. Ellis, Malady, Sampath and Silliman, and Tami Erwin and Manon Brouillette; (iii) for 2021, Messrs. Ellis and Malady, Ronan Dunne and K. Guru Gowrappan, and Ms. Erwin; and (iv) for 2020, Messrs. Ellis, Dunne and Gowrappan, and Ms. Erwin. |
| 4 | The amounts in this column represent the average amount of “Compensation Actually Paid” to the named executive officers as a group (excluding Mr. Vestberg), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Vestberg) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Vestberg) for each year to determine the “Compensation Actually Paid”, using the same methodology described above in Note 2: |
| 5 | Cumulative total shareholder return (TSR) is calculated by dividing (i) the sum of (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. |
| 6 | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Telecommunications Services Index, which is the peer group used in the Company’s 2023 Annual Report on Form 10-K for purposes of the stock performance graph pursuant to Item 201(e) of Regulation S-K. |
| 7 | The amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| 8 | Adjusted EPS is calculated by excluding from the calculation of reported EPS the effect of special items. A reconciliation of adjusted EPS to reported EPS may be found in Appendix B. |
| 1 | The amounts in this column are the amounts of total compensation reported for Mr. Vestberg for each corresponding year in the “Total” column of the Summary Compensation table on page 40. |
| 2 | The amounts in this column represent the amount of “Compensation Actually Paid” to Mr. Vestberg, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vestberg during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Vestberg’s total compensation for each year to determine the “Compensation Actually Paid”: |
| Year | Reported Summary Compensation table total for CEO ($) | Reported value of equity awardsa ($) | Equity award adjustmentsb ($) | Reported change in the actuarial present value of pension benefitsc ($) | Pension benefit adjustments ($) | Compensation Actually Paid to CEO ($) | ||||||
| 2023 | 24,129,317 | 18,000,042 | 11,710,928 | 0 | 0 | 17,840,203 | ||||||
| 2022 | 19,832,750 | 14,500,057 | 3,840,793 | 0 | 0 | 9,173,486 | ||||||
| 2021 | 20,342,871 | 14,500,057 | 4,679,814 | 0 | 0 | 10,522,628 | ||||||
| 2020 | 19,097,582 | 13,300,074 | 14,481,994 | 0 | 0 | 20,279,502 |
| a | This column reflects the grant date fair value of equity awards, which are the total of the amounts reported in the “Stock awards” and “Option awards” columns in the Summary Compensation table for the applicable year. |
| b | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
| c | The amounts included in this column are the amounts reported in “Change in pension and nonqualified deferred compensation” column of the Summary Compensation table for each applicable year. Mr. Vestberg is not eligible for pension benefits. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Year | Year end fair value of equity awards granted in the year and outstanding and unvested as of the end of the year ($) | Change in fair value of equity awards granted in prior years and outstanding and unvested as of the end of the year ($) | Fair value as of vesting date of equity awards granted and vested in the year ($) | Change in fair value of equity awards granted in prior years that vested in the year ($) | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total equity award adjustments ($) | |||||||
| 2023 | 18,922,016 | (3,366,909) | 0 | (3,844,179) | 0 | 0 | 11,710,928 | |||||||
| 2022 | 10,871,633 | (6,577,872) | 0 | (452,969) | 0 | 0 | 3,840,793 | |||||||
| 2021 | 12,793,858 | (3,570,518) | 0 | (4,543,526) | 0 | 0 | 4,679,814 | |||||||
| 2020 | 13,776,962 | (33,245) | 0 | 738,276 | 0 | 0 | 14,481,994 |
| c | The amounts included in this column are the amounts reported in “Change in pension and nonqualified deferred compensation” column of the Summary Compensation table for each applicable year. Mr. Vestberg is not eligible for pension benefits. |
| 3 | The amounts in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Vestberg, who has served as our CEO since 2018) in the “Total” column of the Summary Compensation table in each applicable year. The names of each of the named executive officers (excluding Mr. Vestberg) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Skiadas, Sampath, Malady, Silliman, and Ellis, (ii) for 2022, Messrs. Ellis, Malady, Sampath and Silliman, and Tami Erwin and Manon Brouillette; (iii) for 2021, Messrs. Ellis and Malady, Ronan Dunne and K. Guru Gowrappan, and Ms. Erwin; and (iv) for 2020, Messrs. Ellis, Dunne and Gowrappan, and Ms. Erwin. |
| 4 | The amounts in this column represent the average amount of “Compensation Actually Paid” to the named executive officers as a group (excluding Mr. Vestberg), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Vestberg) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Vestberg) for each year to determine the “Compensation Actually Paid”, using the same methodology described above in Note 2: |
| Year | Average reported Summary Compensation table total for non-CEO named executive officers ($) | Average reported value of equity awards ($) | Average equity award adjustmentsa ($) | Average reported change in the actuarial present value of pension benefits ($) | Average pension benefit adjustments ($) | Average Compensation Actually Paid to non-CEO named executive officers ($) | ||||||
| 2023 | 10,823,622 | 7,600,044 | 3,793,065 | 718 | 0 | 7,015,925 | ||||||
| 2022 | 9,782,141 | 6,833,403 | 3,456,829 | 0 | 0 | 6,405,568 | ||||||
| 2021 | 9,282,312 | 6,510,037 | 1,319,470 | 33 | 0 | 4,091,712 | ||||||
| 2020 | 8,546,205 | 6,125,043 | 6,798,961 | 16,642 | 0 | 9,203,481 |
| a | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
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summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| a | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
| Year | Average year end fair value of equity awards granted in the year and outstanding and unvested as of the end of the year ($) | Average change in fair value of equity awards granted in prior years and outstanding and unvested as of the end of the year ($) | Average fair value as of vesting date of equity awards granted and vested in the year ($) | Average change in fair value of equity awards granted in prior years that vested in the year ($) | Average fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total average equity award adjustments ($) | |||||||
| 2023 | 6,605,811 | (1,134,678) | 0 | (871,555) | (806,513) | 0 | 3,793,065 | |||||||
| 2022 | 5,138,130 | (1,483,883) | 0 | (197,419) | 0 | 0 | 3,456,829 | |||||||
| 2021 | 4,859,383 | (1,048,432) | 0 | (1,938,114) | (553,367) | 0 | 1,319,470 | |||||||
| 2020 | 6,344,668 | (9,872) | 0 | 464,165 | 0 | 0 | 6,798,961 |
| 5 | Cumulative total shareholder return (TSR) is calculated by dividing (i) the sum of (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. |
| 6 | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Telecommunications Services Index, which is the peer group used in the Company’s 2023 Annual Report on Form 10-K for purposes of the stock performance graph pursuant to Item 201(e) of Regulation S-K. |
| 7 | The amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
| 8 | Adjusted EPS is calculated by excluding from the calculation of reported EPS the effect of special items. A reconciliation of adjusted EPS to reported EPS may be found in Appendix B. |
As described in greater detail in the Compensation Discussion and Analysis beginning on page 26, Verizon’s executive compensation program reflects a pay-for-performance philosophy, with approximately 90% of named executive officers’ total compensation opportunity in the form of variable, incentive-based pay. The metrics we use for both our long-term and short-term incentive awards are selected based on an objective to pay for superior results and sustainable growth by rewarding the achievement of challenging short- and long-term performance goals designed to build shareholder value and drive performance. While Verizon utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table.
The following charts illustrate the relationship between the “Compensation Actually Paid” and the financial performance measures set forth in the Pay versus Performance table above: TSR, peer group TSR, net income and adjusted EPS, which is the measure the Company identified as the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link “Compensation Actually Paid” to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. The Company selected adjusted EPS, which is a performance metric under our Long-Term Plan (subject to adjustment in accordance with the terms of the awards), because it is a performance metric under each of the annual Long-Term Plan awards that impacts the 2023 “Compensation Actually Paid”, and the Company’s adjusted EPS has an impact on the Company’s stock price and relative TSR, which also affect the value of those awards.
We believe the “Compensation Actually Paid” in each of the years reported above and over the four-year cumulative period are reflective of the Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our short-term and long-term plans.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
For 2023, the most important financial performance measures we used to link executive “Compensation Actually Paid” to the named executive officers to Verizon’s performance are as follows, which are described in more detail in the Compensation Discussion and Analysis and are the performance metrics the Committee chose for Company’s 2023 Long-Term Plan and Short-Term Plan:
| | |
| • | Adjusted EPS |
| • | Service and other revenue |
| • | Free cash flow |
| • | Relative TSR |
| • | Adjusted operating income |
| • | Cash flow from operations |
Compensation Tables |Separation of Ms. Walden
Ms. Walden executed a release of claims satisfactory to Verizon as a condition to the receipt of the foregoing benefits, agreed not to solicit employees or customers of Verizon for one year following her separation, agreed not to compete or interfere with any Verizon business for a period of one year after termination from employment, and always to protect Verizon’s trade secrets and proprietary information.
Pursuant to SEC rules, we are required to disclose in this proxy statement the ratio of the annual total compensation of Mr. McAdam, our Chairman and CEO to the median of the annual total compensation of all of our employees (excluding Mr. McAdam)the CEO). We determined that Mr. McAdam’s 2017 annualthe annualized total compensation of Mr. Vestberg was $17,947,316,$24,152,824, the median of the 20172023 annual total compensation of all of our employees (excluding Mr. McAdam)Vestberg) was $126,623,$167,334, and the ratio of these amounts was 142144 to 1. For purposes of calculating the ratio, the value of employer provided benefits under non-discriminatory health plans was included in the compensation of each of Mr. Vestberg and the median employee.
As required by SEC rules, the calculation of annual total compensation for both the CEO and the median employee includes a change in pension value during the year. The change in pension value is subject to several external variables, including interest rates that are not related to company or individual performance and may differ significantly based on the formula under which the benefits were earned. The change in pension value for the median employee was $23,836 during the year. Because Mr. Vestberg does not have a pension benefit, we note that if we eliminated the change in pension value from our median employee’s 2023 annual total compensation, the median employee’s annual total compensation would have been $143,498 and our CEO to median employee pay ratio would have been 168 to 1.
We identified our median employee using the methodology described below. There has been no change in our employee population or employee compensation arrangements since the median employee was identified that we believe would significantly impact our pay ratio disclosure. However, our original median employee identified for the 2022 pay ratio disclosure is no longer employed by the Company. Accordingly, as permitted under SEC rules, for purposes of our 2024 pay ratio disclosure we have substituted a new median employee with substantially similar compensation as the original median employee based on the compensation measure used to select the original median employee in 2022. The median employee for our 2024 pay ratio is located in the New York region of the United States. To identify the “median employee” for purposes of thisthe 2022 pay ratio disclosure (i.e., the individual employee whose compensation was at the median level among our entire employee group), we used a determination date of October 1, 20172021 and analyzed, for all of the individuals employed by us or any of our consolidated subsidiaries on that date, the compensation that we paid to each of those individuals for the12-month period ending on that date. We considered each employee’s “compensation” to consist of (i) the employee’s total gross earnings for the12-month period ending October 1, 2017,2021, plus (ii) the estimated amount of Verizon’s contributions for that period to the retirement plans in which the employee participates, plus (iii) the estimated present value of the employee’s accrual under a Verizon pension plan (if any) for those who are still accruing service and whose benefits have not otherwise been frozen. The compensation for employees, other than temporary and seasonal employees, who were not employed by us for the entire12-month period was annualized to reflect compensation for the entire12-month period. For purposes
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The Audit Committee considered the ratio above,performance and qualifications of Ernst & Young, and has reappointed the valueindependent registered public accounting firm to audit the financial statements of employerVerizon for fiscal year 2024 and to audit the effectiveness of internal control over financial reporting. Ernst & Young has been retained as Verizon’s independent registered public accounting firm since 2000.
Verizon paid the following fees to Ernst & Young for services rendered during fiscal years 2023 and 2022.
| Audit fees | Audit- related fees | Tax fees | All other fees | |||||
| 2023 | $34.5 million | $8.4 million | $3.4 million | – | ||||
| 2022 | $37.1 million | $8.8 million | $4.4 million | – |
Audit fees are attributable to services that include the financial statement audit, the audit of the effectiveness of Verizon’s internal control over financial reporting required by the Sarbanes-Oxley Act, financial statement audits required by statute for our foreign subsidiaries, and procedures in connection with securities offerings and SEC filings. Audit-related fees are attributable to services that primarily include audits of other subsidiaries, reviews of controls over services providednon-discriminatory health benefits was included to customers, work related to the implementation of new accounting standards, and attestation procedures with respect to sustainability reporting, as well as other audits and due diligence procedures performed in the compensationconnection with acquisitions, dispositions or other financial transactions. Tax fees are attributable to services that primarily consist of each of Mr. McAdamfederal, state, local and international tax planning and compliance. The Audit Committee considered, in consultation with management and the median employee.independent registered public accounting firm, whether Ernst & Young could provide these services while maintaining independence.
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm that performs audit services. In considering Ernst & Young’s appointment for the 2024 fiscal year, the Committee reviewed the firm’s independence, qualifications and competencies, including the following factors:
| • | Ernst & Young’s historical performance and its recent performance during its engagement for the 2023 fiscal year, including with respect to key audit quality indicators, such as the continuity of the engagement team, the use by Ernst & Young of specialists, and Ernst & Young’s tenure in the industry; | |
| Ernst & Young’s capability and expertise in handling the breadth and complexity of Verizon’s operations; | ||
| • | the qualifications and experience of key members of the engagement team, including the lead engagement partner, for the audit of Verizon’s financial statements; | |
| • | the quality of Ernst & Young’s communications with the Committee regarding the conduct of the audit, and with management with respect to issues identified in the audit; | |
| • | external data on audit quality and performance of, including recent Public Company Accounting Oversight Board (PCAOB) reports on, Ernst & Young; | |
| • | the appropriateness of Ernst & Young’s fees for audit and non-audit services, on both an absolute basis and as compared to its peer firms; and | |
| • | Ernst & Young’s reputation for integrity and competence in the fields of accounting and auditing. |
In addition, in order to facilitate continuing auditor independence, the Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. The Committee oversees the routine, mandated rotation of Ernst & Young’s personnel and is directly involved in the selection of Ernst & Young’s lead engagement partner.
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summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Item 3: Advisory VoteThe Committee has established policies and procedures regarding pre-approval of services provided by the independent registered public accounting firm and is responsible for negotiating the audit fees associated with the engagement. At the beginning of the fiscal year, the Committee pre-approves the engagement of the independent registered public accounting firm to Approve Executive Compensation
Shareholders have strongly supported Verizon’s executive compensation program since our first annual advisory voteprovide audit services based on fee estimates. The Committee also pre-approves proposed audit-related services, tax services and other permissible services based on specified project and service details, fee estimates and aggregate fee limits. The Committee receives a report at each meeting on the matter in 2009. We are asking youstatus of services provided or to be provided by the independent registered public accounting firm and approves the related fees. The Committee pre-approved all of Ernst & Young’s 2023 fees and services.
The affirmative vote in favorof a majority of the followingnon-binding resolution:
“Resolved,shares cast at the annual meeting is required to ratify the reappointment of Ernst & Young for the 2024 fiscal year. The Committee believes that continuing to retain Ernst & Young to serve as Verizon’s independent registered public accounting firm is in the best interests of Verizon and our shareholders. If this appointment is not ratified by the shareholders, approve, on an advisory basis, the compensationCommittee will reconsider its decision. One or more representatives of Ernst & Young will join the named executive officers, as disclosed in Verizon’s proxy statement for the 20182024 Annual Meeting of Shareholders pursuantShareholders. They will have an opportunity to the compensation disclosure rules of the Securitiesmake a statement and Exchange Commission, including the Compensation Discussion and Analysis, the Compensation Tables and the related narrative discussion.”
The structure of our executive compensation program for 2017 is substantially the same as it was last year. Our Board recommends a vote FOR this resolution because the Board believes our program effectively:
In the Compensation Discussion and Analysis and Compensation Tables beginning on page 26, we provide a detailed description of our executive compensation program, including our philosophy, the elements of our program and the compensation of our named executive officers. We encourage youwill be available to read these sections before deciding howrespond to vote on this proposal.
This advisory resolution, commonly known as a“say-on-pay” resolution, is not binding on our Board of Directors. Nevertheless, the Board and the Human Resources Committee value shareholder feedback received through this annualsay-on-pay vote and our direct investor outreach program. The voting results and direct shareholder input are carefully reviewed and considered an important part of the process for evaluating our executive compensation program.appropriate questions.
 | ||
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
In the performance of our oversight responsibilities, the Audit Committee has reviewed and discussed with management and the independent registered public accounting firm Verizon’s audited financial statements for the year ended December 31, 2023, and the effectiveness of Verizon’s internal control over financial reporting as of December 31, 2023.
The Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the SEC, the NYSE, Nasdaq, and PCAOB Auditing Standard No. 1301, Communications with Audit Committees.
The Committee has received written disclosures and a letter from the independent registered public accounting firm consistent with applicable Public Company Accounting Oversight Board requirements for independent registered public accounting firm communications with audit committees concerning independence, and has discussed with the independent registered public accounting firm its independence.
The Committee discussed with the internal auditors and the independent registered public accounting firm the overall scope and plans for their respective audits. The Committee met with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of Verizon’s internal controls, and the overall quality of Verizon’s financial reporting.
The Committee has assessed and discussed with management Verizon’s significant business risk exposures and overseen management’s programs and policies to monitor, assess and manage such exposures. The Committee also periodically monitored and evaluated the primary risks associated with particular business units and functions.
Based on the reviews and discussions referred to above, in reliance on management and the independent registered public accounting firm, and subject to the limitations of our role, the Committee recommended to the Board of Directors, and the Board has approved, the inclusion of the financial statements referred to above in Verizon’s Annual Report on Form 10-K for the year ended December 31, 2023.
The Committee reviewed the independent registered public accounting firm’s performance, qualifications and tenure, the qualifications of the lead engagement partner, management’s recommendation regarding retention of the firm, and considerations related to audit firm rotation, as discussed further on page 59. Based on that review, the Committee reappointed the independent registered public accounting firm for fiscal year 2024.
Respectfully submitted,
The Audit Committee
Roxanne Austin, Chair
Shellye Archambeau
Laxman Narasimhan
Clarence Otis, Jr.
Gregory Weaver
March 14, 2024
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Section 16(a) Beneficial Ownership
Reporting Compliance
SEC rules require us to disclose any late filingsSecurity ownership of stock transaction reports by our executive officerscertain beneficial owners and Directors. Based solely on a review of the reports that we filed on behalf of these individuals or that were otherwise provided to us, our executive officers and Directors met all Section 16(a) filing requirements during calendar year 2017.management
Security Ownership of Certain Beneficial Owners
and Management
Principal shareholders
On March 5, 2018,11, 2024, there were approximately 4.134.21 billion shares of Verizon common stock outstanding. Each of these shares is entitled to one vote. The following table sets forth information about persons we know to beneficially own more than five percent of the shares of Verizon common stock, based on our records and information reported in filings with the SEC. To the extent that information in the table is based on information contained in an SEC filing, it is accurate only as of the date referenced in the filing.
Name and address of beneficial owner | Amount and nature of beneficial ownership | Percent of class | ||||||
The Vanguard Group1 | ||||||||
100 Vanguard Blvd. | ||||||||
Malvern, Pennsylvania 19355
|
| 290,162,326
|
|
| 7.1%
|
| ||
BlackRock, Inc.2 | ||||||||
55 East 52nd Street | ||||||||
New York, New York 10055
|
| 265,904,767
|
|
| 6.5%
|
| ||
| Name and address of beneficial owner | Amount and nature of beneficial ownership | Percent of class | ||
| The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 350,035,321 shares | 8.3% | ||
| BlackRock, Inc.2 50 Hudson Yards New York, New York 10001 | 348,127,746 shares | 8.3% |
| 1 | This information is based on a Schedule 13G filed with the SEC on February |
| 2 | This information is based on a Schedule 13G filed with the SEC on |
Director and executive officer stock ownership requirementsVerizon requires that all Directors and executive officers maintain the significant stock ownership levels shown to the right, in order to align their interests with those of our shareholders. Executive officers, including the CEO, are required to attain these stock ownership levels within five years of assuming their leadership roles, and Directors are required to do so within four years of joining the Board. To determine whether a Director or executive officer meets the required share ownership level, shares of common stock held directly, through a broker, or in the Verizon tax-qualified savings plan or non-qualified deferred compensation plans are included in the calculation. This calculation does not include any unvested RSUs or PSUs granted to an executive officer. Share equivalents credited to a Director’s or an executive officer’s account under the Verizon non-qualified deferred compensation plans are included because they create the same exposure for Directors and executive officers to Verizon, the same alignment with shareholders’ interests, and the same incentives to drive the Company’s success as stock held directly or through a broker. Each of the Directors and named executive officers is in compliance with the stock ownership guidelines, or on track to meet them within the required period. |
base salary 4x base salary 5x cash component of annual retainer |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Stock Ownership |Directors and executive officers
Directors and executive officers
The following table shows the number of shares of Verizon common stock beneficially owned by, as well as the total stock-based holdings of, each of the named executive officers, each Director, and all executive officers and Directors as a group as of January 31, 2018. This information includes shares held in Verizon’s employee savings plans and shares that may be acquired within 60 days upon the conversion of certain stock units under deferred compensation plans and/or stock-based long-term incentive awards.February 15, 2024. The aggregate number of shares beneficially owned by executive officers and Directors represents less than one percent of the total number of outstanding shares of Verizon common stock. Unless we indicate otherwise, each individual has sole voting and/or investment power with respect to the shares. Executive officers and Directors also have interests in other stock-based units under Verizon deferred compensation plans and stock-based long-term incentive awards. We have included these interests in the “Total stock-based holdings” column in the table below to show the total economic interest that the executive officers and Directors have in Verizon common stock.
Name
| Stock1,2
| Total stock-based holdings3
| ||||||
Named Executive Officers
| ||||||||
Lowell McAdam*
|
|
671,281
|
|
|
1,411,892
|
| ||
Matthew Ellis
|
|
37,021
|
|
|
164,175
|
| ||
John Stratton
|
|
137,114
|
|
|
567,588
|
| ||
Marni Walden
|
|
81,170
|
|
|
322,428
|
| ||
Hans Vestberg
|
|
0
|
|
|
161,935
|
| ||
Directors
| ||||||||
Shellye Archambeau
|
|
0
|
|
|
17,976
|
| ||
Mark Bertolini
|
|
0
|
|
|
13,406
|
| ||
Richard Carrión
|
|
5,162
|
|
|
123,896
|
| ||
Melanie Healey
|
|
0
|
|
|
27,285
|
| ||
M. Frances Keeth
|
|
0
|
|
|
60,172
|
| ||
Karl-Ludwig Kley
|
|
0
|
|
|
10,651
|
| ||
Clarence Otis, Jr.
|
|
3,000
|
|
|
71,090
|
| ||
Rodney Slater
|
|
0
|
|
|
38,239
|
| ||
Kathryn Tesija
|
|
0
|
|
|
22,049
|
| ||
Gregory Wasson
|
|
0
|
|
|
21,094
|
| ||
Gregory Weaver
|
|
0
|
|
|
11,311
|
| ||
All of the above and other executive officers as a group4
|
|
1,050,291
|
|
|
3,676,948
|
| ||
| Named executive officers | Stock1 | Total stock- based holdings2 | ||
| Hans Vestberg* | 572,130 | 1,286,189 | ||
| Anthony Skiadas | 109,422 | 332,374 | ||
| Sowmyanarayan Sampath | 126,873 | 470,910 | ||
| Kyle Malady | 139,830 | 529,826 | ||
| Craig Silliman | 127,703 | 489,598 | ||
| Matthew Ellis** | 89,432 | 141,342 | ||
| Directors | ||||
| Shellye Archambeau | 0 | 50,800 | ||
| Roxanne Austin | 0 | 17,933 | ||
| Mark Bertolini | 225 | 44,738 | ||
| Vittorio Colao | 0 | 6,735 | ||
| Melanie Healey | 0 | 63,608 | ||
| Laxman Narasimhan | 248 | 15,224 | ||
| Clarence Otis, Jr. | 3,000 | 122,747 | ||
| Daniel Schulman | 0 | 26,614 | ||
| Rodney Slater | 0 | 78,678 | ||
| Carol Tomé | 52 | 10,892 | ||
| Gregory Weaver | 0 | 41,631 | ||
| All of the above and other executive officers as a group3 | 1,212,705 | 4,131,205 |
| What are “total stock-based holdings”? |
| The “Total stock-based holdings” column shows the total economic exposure that the Directors and executive officers have to Verizon common stock. In addition to shares of common stock beneficially held, which are included in the “Stock” column, our Directors and executive officers have interests in other stock-based units under Verizon deferred compensation plans and stock-based long-term incentive awards. We include these interests in the “Total stock-based holdings” column because they create the same exposure for Directors and executive officers to Verizon, the same alignment with shareholders’ interests, and the same incentives to drive the Company’s success. |
| * | Mr. |
| ** | Mr. Ellis separated from Verizon on April 29, 2023. |
| 1 | In addition to direct and indirect holdings, the “Stock” column includes shares that may be acquired within 60 days pursuant to the conversion of RSUs as follows: |
| 2 |
| The “Total stock-based holdings” column includes, in addition to shares listed in the “Stock” column, stock-based units under deferred compensation plans and stock-based long-term incentive awards, which may not be voted or transferred. |
| Does not include shares held by |
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summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
10
Shareholder Proposalsproposals
We have been advised that the shareholders submitting the proposals or their representatives intend to present the following proposals at the Annual Meeting. The statements contained in the proposals and supporting statements are the sole responsibility of the respective proponents. We have printed the proposals as they were submitted. The proposals may contain assertions about Verizon or other matters that Verizon believes are incorrect, but we do not attempt to refute all of those assertions. The addresses of the proponents, as well as the names and addresses of, and the number of shares of Verizon’s common stock owned by, anyco-sponsors, are available upon written request to the Assistant Corporate Secretary at the address specified under “Contacting Verizon.us.”
Kenneth Steiner,Trillium ESG Global Equity Fund, owner of no less than 500143,690 shares of Verizon’s common stock, proposes the following:
Proposal 4- Expand Shareholder Ability
Cease Political Contributions Study
Whereas:
Former chief justice of the Delaware Supreme Court Leo Strine argued in the Harvard Business Review: “Because political donations are controlled by managers, and because no corporate stakeholders, including shareholders, base their relationship with a company on the expectation that it will use its entrusted capital for political purposes, corporate political spending cannot reflect the diverse preferences and views of those stakeholders. Even the classic justification that corporate donations maximize shareholder wealth is on shaky ground: Emerging evidence suggests that they can destroy value by suppressing innovation and distracting managers from more-pressing tasks.” https://hbr.org/2022/01/corporate-political-spending-is-bad-business
For example, a study of corporate political activity in the form of lobbying and PAC spending by S&P 500 companies from 1998 to Call2004 found that it was strongly and negatively related to company value. This suggests that ceasing political spending does not necessarily put a Special Shareholder Meetingcompany at a competitive disadvantage. https://dash.harvard.edu/bitstream/handle/1/30064396/Coates_684.pdf?sequence=1&isAllowed=y
Resolved, Shareowners ask our board to
Furthermore, political contributions by one company can take the steps necessary (unilaterally if possible)form of rent-seeking which may lead to amend our bylawsexternalities that weigh on other companies, taxpayers, and each appropriate governing documentconsumers – possibly slowing real overall economic growth. This may raise concerns for widely diversified investors who are more exposed to give holdersthe prosperity of the broader economy and suggests that they should support a cessation of political contributions.
Increasingly, companies such as IBM, Nvidia, ADP, Boeing, Verisign, and fifteen others are adopting policies prohibiting contributions of political funds directly or indirectly to influence elections. And another 72 companies prohibited or restricted payments to either trade associations or 501(c)(4)s. https://www.politicalaccountability.net/wp-content/uploads/2023/10/2023-CPA-Zicklin-Index.pdf
We believe Verizon has reputational risk as it has repeatedly been called out for political contributions which appear to be inconsistent with its corporate values. As was pointed out in 2022, Verizon recognized Women’s History Month by highlighting how “Verizon ‘focus[es] on breaking down bias and stereotypes while continuing progress on women’s equality and gender equality.’” But between 2016 and May 2022, Verizon reportedly contributed $901,150 to anti-abortion political committees. https://popular.info/p/these-13-corporations-have-spent
Verizon claims it is “proud to foster an inclusive environment” and that it is “committed to LGBTQ+ equality across the board.” From January 2022 through May 2023 Verizon reportedly contributed $385,000 to anti-LGBTQ politicians. https://popular.info/p/these-25-major-corporations-donated
We believe that business needs a healthy democracy, yet it appears that “Verizon has donated $123,000 to 54 different GOP election deniers.” https://gizmodo.com/amazon-election-deniers-2020-midterms-pacs-1849706425
Given potential risks and potential negative impact on shareholder or portfolio value, the proponents believe Verizon should study a policy to refrain from using corporate treasury funds in the aggregatepolitical process.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Resolved: The shareholders request that the board (at reasonable cost, within a reasonable time, and excluding confidential/proprietary information) commission, oversee, and publish an independent third-party study which examines the impact on the company, the sector, and American democracy of 10%the company adopting a policy prohibiting the use of our outstanding common stock the powercorporate or PAC funds for direct or indirect contributions to call a special shareowner meeting (or the standard closest to 10% permitted by state law). This proposal does not impact our board’s current power to call a special meeting.
Scores of Fortune 500 companies allow 10% of shares to call a special meeting. Special meetings allow shareowners to vote on important matters, such as electing new directors that can arise between annual meetings.
This proposal topic won more than 70%-support at Edwards Lifesciencespolitical candidates. The study should provide recommendations and SunEdison in 2013. Verizon shareholders gave 49%-support to this proposal topic in 2017. This 49%-vote would have been more than 50% if small shareholders had the same access to corporate governance information as large shareholders.
A shareholder right to call a special meeting and to act by written consent and are 2 complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle.
More than 100 Fortune 500 companies provide for shareholders to call a special meeting and to act by written consent. We have no right to act by written consent – hence the greater need to expand the right to call a special meeting at Verizon.
Now is a good time to adopt this proposal topic since our stock price has been dead-money since late 2016. It is disturbing that according to EDGAR on June 8, 2015 our management took action to expand the powers of management and restrict the right of shareholders at our annual meeting. This shows that during times of mediocre stock price performance our top management is focused on diminishing the role of shareholders.
Any claim that a shareholder right to call a special meeting can be costly – may be largely moot. When shareholders have a good reason to call a special meeting – our board should be able to wake up and take positive responding action to make a special meeting unnecessary.
Please vote yes:
Expand Shareholder Ability to Call a Special Shareholder Meeting—Proposal 4
potential next steps.
| |||||
 |
| ||||
Verizon is committed to responsible engagement in the political process. Political contributions are a critical aspect of Verizon’s advocacy for its business interests and support for the democratic electoral process. To ensure responsible engagement in political contributions, Verizon has put in place strong governance processes, including Board oversight and transparency practices, that enable us to align our political contributions with our business strategy and policy priorities and to mitigate reputational risk. A prohibition on political giving would place Verizon at a significant competitive disadvantage when advocating for our business interests relative to other companies, and especially relative to peers in our highly regulated industry. As a result, the Board believes that a third-party study on a policy prohibiting political and electioneering expenditures would not provide valuable information and would be contrary to shareholders’ interests.
The importance of political engagement. Verizon is affected by a wide variety of government policies that significantly impact our business. Given the highly regulated, highly competitive nature of our industry, it is crucial that Verizon participates actively in the political process. Our Political Engagement Report (https://www.verizon.com/about/investors/political-contributions-report-archive) sets out our public policy priorities, which are mission-critical to our business and include maintaining the United States’ leadership in 5G, ensuring access to licensed spectrum, and the affordability of and access to broadband services that will help narrow or eliminate the digital divide. Other companies, including Verizon’s competitors, often have opposing views on these critical policy issues, and some of those companies are among the most active political contributors in this space. Removing Verizon from the process completely would put us at a significant competitive disadvantage. Political contributions. We maintain a strong reputation for responsible political spending, and we rank in the first tier of companies in the CPA-Zicklin Index of Corporate Political Disclosure and Accountability. Verizon makes corporate political contributions where the law permits, and Verizon operates several political action committees (PACs) that support candidates at the federal, state and local levels who make decisions on policy issues that impact Verizon. We make contributions to candidates for political office and to organizations that support candidates for office and ballot initiatives. We do not make corporate political contributions or PAC contributions to presidential candidates or federal Super PACs. Verizon makes every effort to align our political contributions, corporate purpose and overall business strategy, and organizational values. Bipartisan political giving is foundational to our political engagement strategy. We support candidates of any political party who share our priorities, even if we do not agree with them on every issue. The criteria we use to inform our decision whether to support a particular candidate are wide-ranging and include general alignment with our business objectives, a candidate’s committee assignments and committee standing and ranking, their leadership position and track record on strategic business and policy issues for Verizon, and whether a candidate’s stated views or voting records advance our corporate purpose and organizational values. To mitigate reputational risk, we review whether a candidate has made public statements on sensitive public policy issues that have resulted in controversy, and the nature and impact of any such statement. | |||||
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
We recognize that we will not always agree with every stated position of every candidate or organization that we contribute to and that every candidate or organization will not always reflect all of Verizon’s beliefs or priorities. When Verizon makes decisions on political support, we consider all of the relevant facts and circumstances to determine whether support is, on balance, in the best interest of Verizon, our shareholders, employees and customers. These decisions are multifaceted and at times can be complex, always requiring oversight and governance.
Transparency. Verizon We aim to be responsive to feedback from our shareholders on how we can enhance transparency related to our political engagement efforts. By our 2024 mid-year Political Engagement Report, we will revise the information we provide on significant memberships and will disclose an estimate of the amount of Verizon’s payments used for lobbying activities. A prohibition on political contributions would place Verizon at a competitive disadvantage. Verizon has a strong reputation for responsible political spending and transparency, and a rigorous process in place to govern and oversee responsible political contributions that align with our business strategy and policy priorities. Accordingly, the Board believes that a third-party study on the prohibition of political and electioneering expenditures is not in the best interest of our shareholders. |
Items 4 – 9 Shareholder Proposals |Item 4: Special Shareowner Meetings
The Board believes that this proposal is unnecessary because Verizon’s shareholders already have a meaningful right to call a special meeting. Under Verizon’s bylaws, any individual shareholder who owns at least 10%, or multiple shareholders who together own at least 25%, of Verizon’s stock may call a special meeting of shareholders. We believe these thresholds effectively balance this important shareholder right with the appropriate use of Company resources.
Given the size of the Company and our large number of shareholders, a special shareholder meeting is a significant undertaking that is both expensive and time-consuming. Verizon must pay to prepare, print and distribute legal disclosure documents to shareholders, solicit proxies and tabulate votes. The Board and management must also divert time from the business to prepare for and conduct the meeting. Given these burdens and cost to the Company, special meetings should be extraordinary events that occur only when an individual shareholder, or group of shareholders, with a substantial percentage of shares agrees there are extremely pressing matters that must be addressed before the next annual meeting. The Board has carefully considered this issue and firmly believes that the ownership thresholds for individual shareholders and for groups of shareholders contained in Verizon’s current bylaw provision strike a proper balance between the right of shareholders to call a special meeting and the interests of the Company and our shareholders in promoting the appropriate use of Company resources.
Boston Common U.S. Equity Fund,Alyson Pytte, owner of 17,12097 shares of Verizon’s common stock, and a co-sponsor propose the following:
Whereas, we believe in full disclosure of Verizon Communication lnc.’s (“Verizon”) direct and indirect lobbying activities and expenditures to assess whether Verizon’s lobbying is consistent with its expressed goals and in the best interests of shareholders.
Resolved,the shareholders of Verizon request the preparation of a report, updated annually, disclosing:
| 1. | Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. |
| 2. | Payments by Verizon used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. |
| 3. | Verizon’s membership in and payments to anytax-exempt organization that writes and endorses model legislation. |
| 4. | Description of management’s |
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Verizon is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels.
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
The report shall be presented to the AuditCorporate Governance and Policy Committee or other relevant oversight committees and posted on Verizon’s website.
Supporting Statement
We encourage transparencyFull disclosure of Verizon’s lobbying activities and accountability in the use of corporate fundsexpenditures is needed to influence legislationassess whether Verizon’s lobbying is consistent with its expressed goals and regulation. Sinceshareholder interests. Verizon spent $166,939,249 from 2010 Verizon has spent over $100 million– 2022 on federal lobbying (opensecrets.org).lobbying. This figure does not include state lobbying expenditures, to influence legislation in states, where Verizon also lobbies extensively, for example spending $12 million on lobbying in all 50 states (“Amid Federal Gridlock, Lobbying RisesCalifornia from 2010 – 2022. And Verizon lobbies abroad, spending between €400,000 – 499,999 on lobbying in the States,”CenterEurope for Public Integrity, February 11, 2016), but disclosure is uneven or absent. Verizon has drawn attention for its lobbying on net neutrality (“Comcast, Verizon, and AT&T Want Congress to Make a Net Neutrality Law because They Will Write It,”The Verge, July 12, 2017).
Items 4 – 9 Shareholder Proposals |Item 5: Lobbying Activities Report2022.
Verizon is a member of the Chamber of Commerce, which has spent over $1.3 billionCompanies can give unlimited amounts to third party groups that spend millions on lobbying since 1998.and undisclosed grassroots activity.1 Verizon does notfails to disclose its memberships in, or payments to trade associations and social welfare groups (SWGs), or the amounts used for lobbying. Transparent reporting would reveal whetherlobbying, to shareholders. Verizon belongs to the Business Roundtable, CTIA – the Wireless Association, National Association of Manufacturers (NAM) and USTelecom – the Broadband Association, which together spent $47,460,000 on federal lobbying in 2022, and supports SWGs that lobby like Americans for Tax Reform and the RATE Coalition.
Verizon’s lack of disclosure presents reputational risks when its lobbying contradicts company assets are being used for objectives contrary to Verizon’s long-term interests.public positions. For example, Verizon was honored as an EPA 2016 Energy Star Partner of the Year,publicly supports addressing climate change, yet the Chamber has suedBRT lobbied against the EPAInflation Reduction Act2 and NAM leverages its “influence to block the Clean Power Plan. We question if Verizon’s membershipobstruct climate policy progress in the Chamber presents reputational risks onU.S. at the issue of addressing climate change.
federal, state and local levels.”3 As Verizon has drawn scrutiny for paying single digits in federal taxes for 2018 - 2022,4 the RATE Coalition lobbied against raising taxes to pay for health care, education and safety net programs.5And while Verizon is a member ofno longer belongs to the controversial American Legislative Exchange Council, (ALEC), and6 it was still represented by NAM, which previously sat on its ALEC membership has drawn press scrutiny (“FCC Commissioner Tells ALEC to Help Squash Net Neutrality,”Huffington Post, May Private Enterprise Advisory Council.7 2017). Over 100 companies have publicly left ALEC, including 3M, Procter & Gamble, Shell, Sprint,T-Mobile and Walgreens.
Verizon should expand its lobbying disclosure.
| 1 | https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/. | |||
| 2 | https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable. | |||
| 3 | https://www.greenbiz.com/article/dont-play-both-sides-take-3-steps-now-fix-your-trade-group-gap. | |||
| 4 | https://itep.org/corporations-reap-billions-in-tax-breaks-under-bonus-depreciation/. | |||
| 5 | https://www.washingtonpost.com/us-policy/2021/08/31/business-lobbying-democrats-reconciliation/. | |||
| 6 | https://www.motherjones.com/politics/2018/09/verizon-quits-alec-david-horowitz/. | |||
| 7 | https://www.exposedbycmd.org/2023/02/03/alec-expands-private-board-of-directors-with-woke-capitalism-fighters/. |
| ||||
|
| |||
Verizon is committed to responsible engagement in the political process, and we maintain a strong reputation for responsible political spending with a ranking in the first tier of companies in the CPA-Zicklin Index of Corporate Political Disclosure and Accountability. We provide shareholders with information on lobbying activity and memberships in third-party organizations (including trade associations and 501(c)(4)s) in our Political Engagement Report, and intend to revise the information we provide on significant memberships by our 2024 mid-year report and will disclose an estimate of the amount of Verizon’s payments used for lobbying activities. The Board believes that the additional report requested by the proponent, containing much of the same information we already disclose or plan to disclose, would not provide value to shareholders.
The importance of political engagement. Verizon is affected by a wide variety of government policies that significantly impact our business. Given the highly regulated, highly competitive nature of our industry, it is crucial that Verizon participates actively in the political process. Our Political Engagement Report (https://www.verizon.com/about/investors/political-contributions-report-archive) sets out our public policy priorities, which are mission-critical to our business and include maintaining the United States’ leadership in 5G, ensuring access to licensed spectrum, and the affordability of and access to broadband services that will help narrow or eliminate the digital divide. Other companies, including Verizon’s competitors, often have opposing views on these critical policy issues, and some of those companies are among the most active political contributors in this space. |
67
Verizon engages in advocacy at the federal, state and local levels in order to educate government officials, regulators and the public about Verizon’s position on public policy issues that impact our business, customers, employees and the communities we serve. Given the highly regulated and competitive nature of the communications industry, it is critical that Verizon advocates for policies that will enable the Company to compete fairly in the marketplace and provide customers with the services they want.
Verizon fully complies with the disclosure obligations imposed by the federal, state and local laws relating to its lobbying activities. At the federal level, Verizon files public quarterly reports disclosing its lobbying expenditures and detailing its lobbying activities, the entities it lobbied and the subject matters upon which it lobbied. Any lobbying firms hired by Verizon file similar reports. In addition, Verizon and each of itsin-house and external lobbyists file reports disclosing political contributions and honorary payments. The federal lobbying disclosure reports are publicly available and can be found on the following website: http://lobbyingdisclosure.house.gov/. Verizon also files all lobbying reports required by state law, which has even broader disclosure requirements than federal law in some cases.
Verizon participates in a number of trade associations, which not only provide valuable industry and market expertise, but also advocate positions on behalf of their members. At times, Verizon’s views on issues may differ from those advanced by one or more of these associations because not all members of an association will come to agreement on every issue. Verizon takes these differences under consideration when determining whether membership in a trade association is, on balance, in the best interests of Verizon and its shareholders. Disclosure of the information contemplated in the proposal could be used to unfairly suggest that Verizon supports every position taken by an organization to which it provides financial support, and to pressure Verizon to end its membership in those organizations. This would deprive Verizon of a valuable advocacy tool. In addition, many trade associations are registered under the Lobbying Disclosure Act and file their own lobbying reports. These reports disclose the trade association’s lobbying activities and identify members who contribute more than $5,000 per quarter to the association and actively participate in the planning, supervision, or control of the association’s lobbying activities.
Verizon is committed to the highest ethical standards when engaging in any political activities. Verizon’s lobbying activities are subject to robust internal controls, including oversight by the Corporate Governance and Policy Committee of the Board of Directors. The Code of Conduct requires that all lobbying activities on behalf of Verizon be authorized by public policy or legal personnel. In addition, corporate policy and training materials provide guidance to employees regarding legal requirements in connection with lobbying activities.
Because Verizon is already subject to extensive reporting requirements regarding its lobbying activities and has strong internal controls to ensure that any lobbying activity is conducted in accordance with the law and in furtherance of the Company’s and its shareholders’ interests, the Board does not believe that the additional requested disclosure would be valuable to shareholders.
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
We also make our voice heard through participation in trade associations and by supporting advocacy organizations. Verizon supports these organizations for a variety of reasons, ranging from our interest in the community, access to industry expertise, or common goals and interests on key strategic policy and business issues. We recognize that we may not always agree with every position of each organization or its other members, and these groups often have a diversity of members, interests, and viewpoints that may not always reflect Verizon’s beliefs or priorities. In order to mitigate reputational risks associated with our engagement with these organizations, we regularly review our participation in these organizations to confirm ongoing alignment with our corporate priorities and goals. When we disagree with a position of an organization we support, we communicate our concerns through the senior executives that interact with these organizations. Governance and oversight. The Corporate Governance and Policy Committee oversees Verizon’s participation in the political process including political giving, memberships and trade associations and reputational risk. The Committee receives a comprehensive report and briefing on our political activities at least annually. All of Verizon’s political activity is subject to the company’s Code of Conduct and other corporate policies, and is directly overseen by the Senior Vice President of Public Policy and Government Affairs and the Legal Department. Verizon’s Public Policy and Government Affairs organization approves any engagement of lobbyists on behalf of Verizon. Corporate policy and training materials provide guidance to employees regarding legal requirements in connection with lobbying activities. Transparency. Our semi-annual Political Engagement Report (https://www.verizon.com/about/investors/political-contributions-report-archive) discusses our policy priorities and lobbying activity and links to our federal lobbying disclosures, with information about Verizon’s lobbying activities and expenditures. Verizon also files public reports disclosing our lobbying activities with the U.S. Congress and state and local lobbying regulatory bodies in accordance with applicable laws. Our Political Engagement Report provides information about our Public Policy organization’s significant memberships in trade associations and issue advocacy organizations (501(c)(4) and 501(c)(6) organizations). We aim to be responsive to feedback from our shareholders on how we can enhance transparency related to our lobbying and other political engagement efforts. By our 2024 mid-year Political Engagement Report, we will revise the information we provide on significant memberships and will disclose an estimate of the amount of Verizon’s payments used for lobbying activities. Verizon has a strong reputation for responsible political spending and transparency. In light of our rigorous policies, governance, oversight, and transparency of lobbying activities, the Board believes that the additional report requested by the proponent, containing much of the same information we already disclose or plan to disclose, would not provide meaningful additional information to shareholders. |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Items 4 – 9 Shareholder Proposals |Item 6:
Independent Chair
AFL-CIO Reserve Fund,Thomas M. Steed, owner of 2,455280 shares of Verizon’s common stock, proposes the following:
Amend Senior Executive Compensation Clawback Policy
RESOLVED: Verizon shareholders urge our Board of Directors to amend the Company’s Senior Executive Clawback Policy to state that “conduct” – not “willful misconduct” – may trigger application of that policy, with the Board or its Human Resources Committee to report to shareholders the results of any deliberations about whether to cancel or seek recoupment of compensation paid, granted or awarded to a senior executive. These amendments should operate prospectively and be implemented so as not to violate any contract, compensation plan, law or regulation.
SUPPORTING STATEMENT
Verizon’s current policy allows the company to cancel or “claw back” the cash and equity-based compensation of senior executives who engage in “willful misconduct . . . that results in significant reputational or financial harm to Verizon.” A clawback for conduct other than “willful misconduct,” including even “gross negligence,” is considered only when it results in a restatement of financial results.
Because Verizon’s clawback policy focuses on “willful misconduct” and does not require disclosure to shareholders, we believe it is too narrow, too vague, and does not address situations where an executive fails to exercise oversight responsibilities that result in significant financial or reputational damage to Verizon. It should.
A new clawback policy based on “conduct,” not “willful misconduct,” is consistent with the 2022 rule adopted by the Securities and Exchange Commission that requires companies to claw back erroneously awarded incentive compensation based on erroneous financial statements– even when there is no misconduct.
Clawbacks at McDonald’s, CBS, UnitedHealth Group and Wells Fargo offer prime examples of why Verizon needs a stronger policy. After Congressional hearings in 2016, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. Wells Fargo concluded the CEO had turned a blind eye to the practice of opening fraudulent accounts without customer consent. Wells Fargo’s board then clawed back $136 million from two top executives based on a policy of the sort we propose here.
Like Wells Fargo, Verizon is a consumer-facing company with significant exposure to reputational and financial harm from large fines or liability for conduct alleged to violate federal or state laws.
Verizon’s record underscores the need for a stronger policy. For example, in 2020 the Federal Communications Commission proposed a $48.3 million fine against Verizon for selling customer location data without consent. In 2015 Verizon paid $90 million to settle a FCC investigation alleging “cramming,” which is the unauthorized placement of third-party charges on subscribers’ mobile phone bills.
Did Verizon’s board scrutinize the knowledge and actions of the executives responsible to determine if a clawback was justified? And as a general policy matter, shouldn’t negligence or supervisory failure that harms the Company warrant a clawback?
Incentives influence behavior. We believe stronger incentives not to take undue risks that may boost short-term profitability are appropriate.
| The Board of Directors recommends that you vote AGAINST this proposal for the following reasons: | ||
Verizon already has strong clawback policies that the Board believes protect the interests of Verizon and its shareholders in two different circumstances: • Reputational or financial harm. Verizon has the right to cancel and/or demand reimbursement of cash and equity incentive compensation if the Human Resources Committee of the Board determines that an executive engaged in willful misconduct in connection with the performance of his or her duties that resulted in significant reputational or financial harm to the Company. |
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• Financial restatement. Verizon requires the cancellation and/or repayment of an executive’s cash and equity incentive compensation if the Committee determines that Verizon was required to materially restate its financial results because of the executive’s willful misconduct or gross negligence. In addition, in 2023, Verizon adopted a new clawback policy in accordance with the final clawback rules adopted by the SEC and the listing standards of the NYSE and Nasdaq (Clawback Rules). This additional clawback policy generally provides for the mandatory recovery of erroneously awarded “incentive-based compensation” (as defined in the Clawback Rules) from current and former executive officers in the event that Verizon is required to prepare an accounting restatement, without taking into account the executive’s personal culpability, in accordance with the Clawback Rules. However, Verizon’s previously existing clawback policies described above continue to cover a much wider range of circumstances and compensation. The Board designed Verizon’s clawback policies to target and discourage willful wrongdoing by executives, which the Board believes is the purpose of clawback policies. The Board believes the proposal is defective because it would allow for a clawback of compensation outside of the context of a financial restatement without taking into account an executive’s personal culpability. The Board of Directors believes that a clawback policy that does not take into account personal culpability outside of the context of a financial restatement is inappropriate because it would potentially allow for a clawback of compensation for legitimate business decisions that subsequently come under scrutiny. By seeking to disregard personal culpability in all such circumstances, the proposal could discourage senior executives from exercising the business judgment necessary to deliver shareholder value. The Board also believes that mandating disclosure of all of its deliberations, regardless of whether the Board determines that an executive’s actions ultimately constituted a violation of the clawback polices, is inappropriate because it would deprive the Board of the ability to exercise judgment and discretion with respect to the disclosure of potentially sensitive information. |
Kenneth Steiner, owner of at least 500 shares of Verizon’s common stock, proposes the following:
| Proposal 7 - Independent Board Chairman |
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Shareholders of Verizon Communications Inc. (the “Company”) urgerequest that the Board of Directors (the “Board”) to takeadopt an enduring policy, and amend the stepsgoverning documents as necessary to adopt a policy to requirein order that 2 separate people hold the office of the Chairman and the office of the CEO.
Whenever possible, the Chairman of the Board shall be an independent director whoIndependent Director.
The Board has not previously served as an executive officer of the Company. The policy should be implemented so as notdiscretion to violate any contractual obligations, with amendments to the Company’s governing documents as needed. The policy should also specify the process for selectingselect a new independent Chairman if the current Chairman ceases to be independent between annual meetings of shareholders. Compliance with the policy may be excused if no independent director is available and willing to be Chairman.
SUPPORTING STATEMENT
Our Company’s CEO Lowell McAdam has also served asTemporary Chairman of the Board since 2012. We believe the combination of these two roles in a single person weakens a corporation’s governance, which can harm shareholder value. In our view, the Chairman should be an independent director, who has not previously served as an executive, in order to provide robust oversight and accountability of management, and to facilitate effective deliberation of corporate strategy, which we believe, is difficult to accomplish when the CEO serves as Chairman.
Our Company faces significant business challenges that we believe make it more difficult for one person to effectively serve as both CEO and Chairman. Increased competition in the wireless market has challenged our Company’s customer growth rate. In response, our Company reintroduced unlimited data plans in 2017. However, we believe that these new unlimited data plans, combined with the shift to unsubsidized equipment, have hurt our Company’s wireless revenue. Our Company’s wireless revenue and operating income declined for the first three quarters of 2017 compared with the first three quarters of 2016.
Our Company is also in the process of strategically repositioning itself by moving into the digital content and online advertising business. In 2017, our Company created Oath Inc., a new business unit for its recently acquired AOL and Yahoo subsidiaries that will compete against Facebook and Google. We believe that successfully executing this new digital media business strategy will benefit from the full time attention of a CEO who is unencumbered bynot an Independent Director to serve while the additional responsibilities of also serving asBoard is seeking an Independent Chairman of the Board.Board on an accelerated basis.
In
Although it is a best practice to adopt this policy soon this policy could be phased in when there is a contract renewal for our view, whencurrent CEO or for the next CEO transition.
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 serves as Chairman, this arrangement may hinder the abilityand Verizon. The job of the BoardCEO is to monitormanage the CEO’s performance andcompany. The job of the Chairman is to provideoversee the CEO with objective feedback and guidance. We believe that such oversightCEO.
A Lead Director is particularly important given the business challenges our Company faces. We do not consider a lead independent director to be an adequateno substitute for an independent Board Chairman. We believe an independent Chairman can enhance investor confidence in our Company and will strengthenA lead director is not responsible for the independent leadershipstrategic direction of the Board.company. And a Chairman/CEO can ignore the advice and feedback from a lead director.
For these reasons, we urge shareholders
The Verizon lead director has tasks some of which he shares with others. Weak words describe the tasks of the Verizon lead director. There is a “seek to promote” task and an “act as liaison” task. There are 2 “be available” tasks. There is an “approve” task for which the lead director should be involved in the development of what he now only approves after the fact. There is a vague “may call a meeting” task. The 2023 annual meeting proxy did not disclose the last time the role of the Verizon lead director was updated.
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Perhaps there should be a rule against a person who has been a CEO and a Chairman at the same time elsewhere being named as Verizon lead director. Verizon lead director Mr. Clarence Otis had 9-years in the dual jobs of Chairman and CEO.
Past and present holders of both jobs at the same time would seem to have a special affinity with the one Verizon person who now has the 2 most important Verizon jobs, Chairman and CEO. Affinity is inconsistent with the oversight role of a lead director.
Plus Mr. Otis has 18-years of long tenure at Verizon. As director tenure goes up director independence goes down. Independence is the most important attribute in a lead director. Mr. Otis received the second highest against votes at the 2023 Verizon annual meeting.
Now is a good time for a change since Verizon stock was at $61 in December 2019 and had then fallen to $37 in late 2023.
Please vote FOR this resolution.yes:
Independent Board Chairman - Proposal 7
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The Board of Directors fundamentally disagrees with the proposal’s rigid and prescriptive approach to the important issue of Board leadership. The Board believes that decisions concerning its leadership structure, including whether an independent Chairman is appropriate, should be based on the unique circumstances and challenges confronting Verizon at any given time, and should take into account the individual skills and experience that may be required in an effective Chairman at that time. As a result, the Board regularly reviews and assesses the effectiveness of its leadership structure. When conducting its assessment, the Board considers, among other things, whether the current structure is appropriate to effectively address the specific business challenges and opportunities posed by our industry and the long-term interests of our shareholders. |
Items 4 – 9 Shareholder Proposals |Item 6: Independent Chair
The Board also has adopted policies to ensure that the independent
The Board understands that leadership structures evolve and that having an independent Chairman could, at some future
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The Park Foundation, Inc.,American Family Association, owner of 260530 shares of Verizon’s common stock, and aco-sponsor proposeproposes the following:
Cyber Security
Respect Civil Liberties in Digital Services
Supporting Statement:
Digital service providers (DSPs) control access to critical services and Data Privacyplatforms that drive innovation in the American economy and facilitate expression and the open exchange of information across the globe. These companies have unprecedented power to censor speech. And they are under increasing pressure to remove unpopular religious and political views from the marketplace.
In September 2017,
Respecting fundamental freedoms, like free speech and religious liberty, drives healthy discourse and tolerance for diverse views. Verizon (the “Company”) can and should promote these freedoms to best serve its diverse users and promote a healthy market and marketplace of ideas. Economic growth also requires innovation, and that requires theCo-Director freedom to challenge the status quo. If DSPs stifle such freedom, they will not only lock out Americans from some of the SEC’s Enforcement Division announcedbest tools for innovation and growth, but will hurt their own bottom lines in the creationprocess.
But recent events and Verizon’s own policies suggest that users’ and customers’ freedom of expression and religion are at risk. The 2023 edition of the Viewpoint Diversity Business Index1, in which Verizon scored a “Cyber Unit” stating, “Cyber-related threatsmere 11%, shows that Verizon’s product/service policies permit the Company to deny or restrict service based on “unclear or imprecise terms,” creating a further lack of transparency regarding the Company’s actual standards and misconduct are among the greatest risks facing investorspractices. In this, what can Verizon shareholders believe?
These kinds of terms allow Verizon and the securities industry.” Prioractivists and governments who may pressure them to becomingdeny or restrict service for arbitrary or discriminatory reasons. They also allow the ChairmanCompany to avoid accountability by hiding censorship behind vague and shifting standards. And concerns over censorship are very real. As noted in the 1792 Exchange’s report,2 which labeled the Company as High Risk, Verizon attracted criticism during the 2020 presidential campaign over “cessation of service” regarding the SEC, Jay Clayton wrote that “cyber-threats are among the most urgent risk to America’s economic and national security and the personal safety of its citizens.”
In the United Kingdom, a Parliamentary committee studying cyber security recommended: “To ensure this issue receives sufficient CEO attention before a crisis strikes, a portion of CEO compensation should be linked to effective cyber security, in a way to be decidedTrump campaign. With no proven cause or good-faith explanation given by the Board.”Company, the possibility of political discrimination remains open.
When Verizon engages in this kind of discrimination, they expose themselves to heightened legal liability and hinder the ability of Americans to access the marketplace. This undermines the fundamental freedoms of our country and is an affront to the public trust.
Verizon also maintains that it promotes diversity and inclusion,3 and has made several policy commitments regarding data privacy and data security. However, there is significant evidencemaintained the ostensible value of free speech in defending its users’ privacy.4 Shareholders must know that Verizon has not been successful at implementing those commitments and/or faces significant challengesis adhering to doing so.
In 2016, Fortune reported that “Verizon’s division that helps Fortune 500 companies respond to data breaches, suffered a data breach of its own ... [including] information on some 1.5 million customersstandards by serving diverse consumers without regard to their beliefs or other factors above.
Resolved: Shareholders request the Board of Directors of Verizon Enterprise.”
In July 2017,conduct an evaluation and issue a report within the Washington Post reportednext year, at reasonable cost and excluding proprietary information and disclosure of anything that a “communication breakdownwould constitute an admission of pending litigation, evaluating how it oversees risks related to discrimination against users or customers based on their race, color, religion (including religious views), sex, national origin, or political views, and a vacationing employee were the reasons it took more than a week to close a leak [in June] that contained data belonging to 6 million Verizon customers.”
In October 2017, it was announced that all 3 billion accounts in subsidiary Yahoo had been breached prior to its acquisition by Verizon.how such discrimination impacts users, customers, and other individuals’ exercise of their constitutionally protected civil rights.
| 1 | https://www.viewpointdiversityscore.org/company/verizon-communications | |
| https://1792exchange.com/pdf/?c_id=705 | ||
| 3 | https://www.verizon.com/about/our-company/diversity-and-inclusion | |
| 4 | https://www.verizon.com/about/news/press-releases/verizon-wins-critical-legal-battle-protect-internet-users-privacy-free-speech-rights-and-personal-safety |
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Items 4 – 9 Shareholder Proposals |Item 7: Report on Cyber Security and Data Privacy
With its acquisition of AOL and Yahoo and the combination of these firms into a new digital media and advertising company called Oath, Verizon now reportedly aims in coming years to double its advertising reach to 2 billion people in Latin America, Asia and Europe. CNBC reported that Oath is “working with third parties to provide more transparency in telling marketers where their ads are running.” This will require sharing information and will depend on the security and policies of vendors and other third-party partners. When asked about recent data breaches, Oath’s chief revenue officer, John DeVine, “called it an ‘industry problem’ and pointed to the latest hack involving Equifax,” according to CNBC.
As these risks are significant, we believe it is advisable for the board to explore integrating cyber security and data privacy metrics into executive compensation.
Resolved:Verizon shareholders request the appropriate board committee(s) publish a report (at reasonable expense, within a reasonable time, and omitting confidential or propriety information) assessing the feasibility of integrating cyber security and data privacy metrics into the performance measures of senior executives under the company’s compensation incentive plans.
Supporting Statement: Currently, Verizon links senior executive compensation to diversity metrics and carbon intensity metrics. Cyber security and data privacy are vitally important issues for Verizon and should be integrated as appropriate into senior executive compensation as we believe it would incentivize leadership to reduce needless risk, enhance financial performance, and increase accountability.
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Items 4 – 9 Shareholder Proposals |Item 7: Report on Cyber Security and Data Privacy
Account suspension and termination. Our “guiding principles for content” (https://www.verizon.com/about/our-company/company-policies/content-policies) confirm that our customers have the right to freely access and distribute content so long as their manner in doing so respects others’ use of networks and complies with the law. Decisions to terminate or restrict access to Verizon’s consumer services are made in accordance with our publicly-available terms and conditions for the relevant service. Reasons that Verizon suspends or terminates services generally include non-payment, fraud, abuse, or other violations of law, such as using our services for purposes that infringe upon others’ intellectual property rights. We do not take religious or political views into account in our decision-making. High-volume text messaging campaigns. Text messages are among the most trusted ways for consumers to communicate with one another and receive communications from organizations that they have given permission to text them. Verizon is committed to stopping spam text messages while ensuring that all wanted communications reach our customers. We require organizations sending high volumes of texts to consumers to adhere to industry guidelines and best practices (https://www.ctia.org/the-wireless-industry/industry-commitments/messaging-interoperability-sms-mms) that apply to all types of organizations, including political campaigns and businesses. Our website (https://verizon.com/about/account-security/smishing-and-spam-text-messages) also explains the steps that a business, political campaign, or other organization should take to make sure that text messages will get through to consumers. These include obtaining consumers’ opt-in consent to receive messages, ensuring that consumers have the ability to opt-out from receiving all future messages from a sender, honoring consumer opt-outs, and taking steps described in the industry guidelines to not send unwanted messages. These guidelines are designed to apply the same standards and same consumer protections to all senders, and are applied without regard to an organization’s political or religious views. Given our commitment to nondiscrimination, as well as our transparent policies and
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Item 8: Executive Compensation Clawback Policy
Jack K. and Ilene Cohen, owners of 839.375 shares of Verizon’s common stock, propose the following:
Executive Compensation Clawback Policy
RESOLVED: Verizon shareholders urge our Board to strengthen the Company’s compensation clawback policies, as applied to senior executive officers, to state that “conduct”—rather than “willful misconduct”—may trigger application of any such policy, with the Board or its Human Resources Committee to report to shareholders the results of any deliberations about whether to cancel or seek recoupment of incentive compensation paid, granted or awarded to a senior executive officer. These amendments should operate prospectively and be implemented so as not to violate any contract, compensation plan, law or regulation.
SUPPORTING STATEMENT
Verizon’s current “clawback” policy allows for recovery of compensation from senior executives if there is “willful misconduct . . . that results in significant reputational or financial harm to Verizon.” In addition, the Board’s Human Resources Committee can require cancellation or forfeiture of incentive compensation if Verizon is “required to materially restate its financial results because of the employee’s willful misconduct or gross negligence” (2017 Proxy, page 47).
We view a clawback policy that is limited to “willful misconduct,” and does not require disclosure to shareholders, as too narrow. Although incentive compensation may be clawed back due to “gross negligence,” this is limited to financial harm so large it results in a material restatement of financial results.
We also are concerned a “willful misconduct” standard may be too vague to ever be applied, even in situations involving significant financial or reputational injury to Verizon. It seems unlikely, for instance, that a “willful misconduct” standard would encompass situations where an executive fails to exercise oversight responsibilities that result in significant damage to the Company.
Wells Fargo is a prime example. Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices that went on for years before Congressional hearings last year led the bank’s board to clawback $136 million in compensation from two top executives. That step was taken pursuant to a clawback policy of the sort we advocate here. Wells Fargo’s board found the CEO had turned a blind eye to the creation of fraudulent accounts by others.
Like Wells Fargo, Verizon is a consumer-facing company with significant exposure to reputational and financial harm from large fines or restitutions for conduct alleged to violate federal or state laws.
Recent high-profile payouts underscore the need for a stronger policy here. In 2015 Verizon paid $90 million to settle a Federal Communications Commission investigation alleging that Verizon placed unauthorized third-party charges on subscribers’ mobile phone bills- a practice called “cramming.” In 2010 Verizon paid $25 million to settle FCC charges of overcharging 15 million customers for cellphone data.
Items 4 – 9 Shareholder Proposals |Item 8: Executive Compensation Clawback Policy
Did Verizon’s board scrutinize the actions of executives responsible for control failures to see if any incentive compensation should be recouped? If not, why not?
Incentives influence behavior. At companies like Verizon, where the vast majority of senior executive compensation is tied to financial performance, we believe incentives not to take undue risks to boost short-term profitability are appropriate.
PleaseVOTE FORthis proposal.
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The Association of BellTel Retirees Inc., owner of 214 shares of Verizon’s common stock, proposes the following:
Above-Market ReturnsStudy and Report to Shareholders on Nonqualified Executive Savings PlansLead-Sheathed Cables
RESOLVED:Resolved:The shareholders ofrequest that Verizon Communications Inc. urge our Boardundertake a comprehensive independent study and publicly release an independent report by December 2024 that demonstrates the Company has assessed all potential sources of Directorsliability related to adoptlead-sheathed cables, including a policycomprehensive mapping of the locations impacted and conclusions on the potential cost of remediation, along with the most responsible and cost-effective way to prioritize the remediation of sites that prohibits the practice of paying above-market earnings on thenon-tax-qualified retirement saving or deferred income account balances of senior executive officers. This policy should be implemented prospectively and apply onlypose a risk to senior executive officers in a manner that does not interfere with any contractual rights.public health.
SUPPORTING STATEMENT
Verizon offers senior executive officers far more generous retirement saving benefits thanrank-and-file managers and other employees receive under the company’s tax-qualified saving plans, in our view. One costly and unjustifiable feature is the payment of an above-market rate of return on the multi-million dollar supplementalnon-tax-qualified savings and deferred income account balances of senior executives.
Proxy advisor Institutional Shareholder Services flagged this practice in its 2017 proxy analysisIn July 2023 The Wall Street Journal published a major report stating that Verizon “provided guaranteed earnings rates on deferred compensationtelecommunications companies “have left behind a sprawling network of cables covered in toxic lead that are above what can be earnedstretches across the U.S., under the water, in the general marketplace. soil and on poles overhead.” The story continued: “As the lead degrades, it is ending up in places where Americans live, work and play.”
The Journal noted that the former AT&T laid lead-sheathed cables up until the 1960s, when the industry began using plastic sheathing and then fiber optic cables. However, the lead-sheathed cables remained in place.
These disclosures sparked public health and environmental concerns as to employees who worked regularly with lead-sheathed cables and as to communities where lead, a toxic metal, can contaminate soil and water.
A former EPA official said the Journal findings suggest that buried cables could pose a significant problem “everywhere,” and “you’re not going to know where it is in a lot of places.” An environmental public health professor stated that this “new uncontrolled source of lead” may help explain “why children continue to have lead in their blood,” adding: “We never knew about it so we never acted on it, unlike lead in paint and pipes.”
The revelations prompted action by federal and state regulators and demands for action from elected officials. Verizon’s responded that “[w]e take the matter seriously,” that lead-sheathed cables are “a small percentage” of our copper network, and that the likelihood of lead exposure was “low.” Verizon added that records on the extent of lead sheathing are “incomplete,” but the Company was investigating sites identified by the Journal and when the results are in, Verizon will “work with our industry and others to address concerns and issues.”
Apart from the public health and environmental concerns, this issue raises significant cost concerns for investors. An analyst for New Street Research estimated remediation costs between $10-$26 billion, although government programs may play a role.
In the first months after the story broke, Verizon has said little publicly on this issue. We acknowledge Verizon’s rather vague claims it is “investigating,” but believe that the potential scale, public health risks and cost of this matter warrant the sort of comprehensive and independent examination recommended here.
This non-performance-based benefit creates additional costsissue is too important to shareholders.”be allowed to slip from public sight. Lead remediation efforts in other industries have dragged on for years, and we believe it is important for Verizon to be ahead of the curve.
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Items 4 – 9 Shareholder Proposals |Item 9: Nonqualified Savings Plan Earnings
The ISS report also notes that the payment of “above-market or preferential earnings to executives . . . increases the ultimate expense of the plan to shareholders and is not considered a best practice.”
Because of IRS limits on contributions to 401(k) and othertax-qualified savings plans, many companies maintainnon-tax-qualified savings plans for additional contributions by executives. The Verizon Executive Deferral Plan allows executives to contribute or defer compensation significantly above applicable IRS limits, including without limit the long-term incentive compensation that represents the bulk of their annual income.
In 2016, CEO Lowell McAdam received $100,855 in “above-market earnings” on hisnon-qualified plan assets, which totaled just under $12 million atyear-end. The six named executive officers cumulatively held more than $50 million innon-qualified accounts atyear-end 2016. (Nonqualified Deferred Compensation table, page 57).
For McAdam, these above-market earnings came on top of $424,000 in Company matching contributions to his Deferral Plan account and $21,200 to his Management Savings Plan account. (2017 Proxy, Compensation Tables). Verizon “provides a matching contribution equal to 100% of the first 6% of base salary and of short-term incentive compensation that a participant contributes.” (2017 Proxy, page 45).
This $545,000 in total Company matching contributions and “above-market earnings” received by McAdamfor just one year dwarfed the maximum Company contribution available to employees participating only in the Savings Plan ($21,200). For McAdam, this is all on top of nearly $2.8 million in accumulated pension benefits under legacy plans frozen in 2006 (2017 Proxy, pages 50, 55).
Above-market earnings onnon-qualified accounts are not performance-based and thus do nothing to align management incentives with long-term shareholder interests. In addition, gross disparities between retirement benefits offered to senior executives and other employees risk potential morale problems and reputational risk.
PleaseVOTE FOR this proposal.
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proposal for the following reasons: | |||
| We take the health and safety of our communities and of our workforce very seriously. Verizon, with oversight from the Board of Directors, has already undertaken substantial efforts to assess whether lead-sheathed cables present a health or environmental concern. These efforts have included third-party testing, disclosure of test results, a review of our network architecture, and long-standing efforts to protect employee health and safety. The results of the testing we conducted in 2023 do not indicate that there is an immediate public health risk requiring remediation associated with lead-sheathed cables. The Board believes that conducting the additional third-party assessment requested by the proponent would be duplicative and also could interfere with the Company’s ongoing engagement with federal and state agencies on this matter. |
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The Board of Directors strongly opposes this proposal because it fundamentally misrepresents the investment returns paid to participants in Verizon’s Executive Deferral Plan, which we refer to as the Deferral Plan. The proponent’s claim that Verizon pays senior executives an “above-market” rate of return on their account balances in the Deferral Plan is just plain wrong. None of the 28 hypothetical investment options offered under the Deferral Plan pay a premium above what can be earned in the market. All but one of the hypothetical investment options simply mirror the performance of the investment options available under Verizon’stax-qualified 401(k) savings plan. The one additional hypothetical investment option, which we refer to as the Moody’s investment option, offers a return equal to the long-term, high-grade corporate bond yield average as published by Moody’s Investor Services Inc. – in other words, a rate entirely reflective of today’s market rate for loans to large corporations such as Verizon. Verizon cannot offer the Moody’s investment option in the 401(k) savings plan because a hypothetical fund based on an index is not a permissible investment option under federal pension law, which requires that contributions into a 401(k) savings plan be invested in actual funds, such as mutual funds.
The proposal references the “above market” earnings that are reported in the summary compensation table of the proxy statement. These earnings relate to the amounts that the individuals elected to invest in the Moody’s investment option. These earnings are only required to be reported in the proxy statement because in 2004, when the Deferral Plan was adopted, the return on the Moody’s investment option exceeded a percentage of the then applicable federal long-term rate (as opposed to a market rate of return). In 2017, the annual rate of return on the Moody’s investment option was approximately 4.135%. Given that the S&P 500 Price index returned over 18% in 2017, it is unreasonable and unfair to characterize the returns on the Moody’s investment option as “preferential” or “above-market.” The Board believes that the hypothetical investment options offered under the Deferral Plan are market-based andnon-preferential.
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Disclosure of testing results. We publicly disclosed information about the results of the testing we conducted in 2023 (https://www.verizon.com/about/news/verizon-reports-lead-test-results-continues-work-epa), which do not indicate that there is an immediate public health risk requiring remediation associated with lead-sheathed cables. Our test results at the Wappingers Falls location were consistent with those found by the New York State Department of Health: soil lead levels near Verizon’s cable there are similar to lead levels in the surrounding area (i.e., background levels). Our test results in West Orange, New Jersey were also consistent with the Environmental Protection Agency (EPA)’s findings, which concluded that its review of data “indicate that there are no immediate threats to the health of people nearby.” Our results were similar for Coal Center, Pennsylvania, a third Verizon Protecting employees. We have longstanding efforts dating back decades to protect the health and safety of our employees that perform work on lead-sheathed cables. For the small percentage of our workforce that may need to work around lead, we have a robust program to provide training, materials, and resources to do so safely. We have worked closely with union representatives on these processes, including on the development and roll-out of our safety training. Verizon also has several avenues through which employees may raise concerns about health and safety as well as other matters, including through employees’ managers and local EHS representatives, as well as our EHS hotline and mailbox and our Verizon Ethics hotline and online web portal. Board oversight and coordination with relevant agencies. Our executives and our Board of Directors are regularly briefed on and actively engaged in overseeing our efforts on this matter. We also are proactively working with the EPA and continue to work closely with our industry, environmental agencies, and others to address this matter. Guided by science and our commitment to the health and safety of our communities and workforce, Verizon has taken several steps to assess whether lead-sheathed cables present a public health concern. Our 2023 test results do not indicate that there is an immediate public health risk requiring remediation associated with lead-sheathed cables. Conducting the additional third-party assessment requested by the proponent, which would cover investigation and analysis that we have already conducted and will continue to be undertaking in concert with the EPA, would not provide value to shareholders. |
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Political Expenditures Misalignment with Company Strategy
WHEREAS: According to public data collected by OpenSecrets.org, Verizon Communications Inc. and its employee PAC have ranked in the top 1% of political donors in every election cycle since at least 2012.1
As the Supreme Court has explained, transparency in corporate electoral spending “permits citizens and shareholders to react to the speech of corporate entities in a proper way” by providing “shareholders and citizens with the information needed to hold corporations and elected officials accountable.”2
Greater political spending transparency is associated with “better internal corporate decision-making” and “facilitates a positive relationship between corporate political spending and future financial performance.”3
By contrast, political donations to candidates that do not fully align with a company’s stated values and commitments may create long-tail reputational risks to the Company when recipients engage in polarizing political acts. The impacts on a company may include difficulties in recruiting and retaining talented employees, shareholder dissatisfaction, and public backlash and boycotts.4
Verizon publicly discloses a policy on corporate political spending and its direct contributions to candidates, parties, and committees. Verizon does not, however, disclose information regarding misalignment between its political spending and the Company’s strategic and operational needs or its publicly stated values and vision as articulated in its corporate responsibility reporting.
As a result, investors are unable to determine if Verizon is directing its political expenditures in a way that is consistent with the Company’s strategic needs, values, and interests. Clear policies and reporting on Verizon’s political spending would provide investors with assurance that the inherent brand risk associated with political spending is well-managed.
RESOLVED: Shareholders request the Board annually report, at reasonable expense, on Verizon’s political and electioneering expenditures, identifying and analyzing incongruence between such expenditures and the Company’s operational and strategic needs and its stated values and policies. The report should state whether Verizon has made, or plans to make, changes in contributions or communications as a result of identified incongruencies.
SUPPORTING STATEMENT: Proponents recommend, at management discretion, that Verizon include in its analysis metrics that illuminate the degree to which political contributions align with stated strategy, values, and policy priorities year-over-year and present such metrics in the aggregate. Proponents further recommend the report contain management’s analysis of political spending risks to our Company’s brand, reputation, or shareholder value that might arise from spending from the corporate treasury or from its PACs, directly or through third parties, which are reasonably susceptible to interpretation as being in support of or in opposition to a specific candidate.
| 1 | https://www.opensecrets.org/orgs/verizon-communications/summary?id=D000000079 |
| 2 | https://www.fec.gov/resources/legal-resources/litigation/cu_sc08_opinion.pdf, p.55 |
| 3 | https://www.sciencedirect.com/science/article/abs/pii/S0929119918301135 |
| 4 | https://www.americanbar.org/groups/crsj/publications/human_rights_magazine_home/economics-of-voting/the-implications-of-corporate-political-donations/ |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| The Board of Directors recommends that you vote AGAINST this proposal for the following reasons: | ||
Verizon is committed to responsible engagement in the political process, and we maintain a strong reputation for responsible political spending with a ranking in the first tier of companies in the CPA-Zicklin Index of Corporate Political Disclosure and Accountability. Our engagement in the political process includes political contributions to candidates from both major political parties in the United States. We have put robust policies, governance, oversight, and transparency in place to align contributions with our business strategy and policy priorities, and to mitigate reputational risk. The Board believes that the additional report requested by the proponent will not further shareholder interests. The importance of political engagement. Verizon is affected by a wide variety of government policies that significantly impact our business. Given the highly regulated, highly competitive nature of our industry, it is crucial that Verizon participates actively in the political process. Our Political Engagement Report (https://www.verizon.com/about/investors/political-contributions-report-archive) sets out our public policy priorities, which are mission-critical to our business and include maintaining the United States’ leadership in 5G, ensuring access to licensed spectrum, and the affordability of and access to broadband services that will help narrow or eliminate the digital divide. Other companies, including Verizon’s competitors, often have opposing views on these critical policy issues, and some of those companies are among the most active political contributors in this space. Political contributions. Verizon makes corporate political contributions where the law permits, and Verizon operates several political action committees (PACs) that support candidates at the federal, state and local levels who make decisions on policy issues that impact Verizon. We make contributions to candidates for political office, and organizations that support candidates for office and ballot initiatives. We do not make corporate political contributions or PAC contributions to presidential candidates or federal Super PACs. Verizon makes every effort to align our political contributions, corporate purpose and overall business strategy, and organizational values. Bipartisan political giving is foundational to our political engagement strategy. We support candidates of any political party who share our priorities, even if we do not agree with them on every issue. The criteria we use to inform our decision whether to support a particular candidate are wide-ranging and include general alignment with our business objectives, a candidate’s committee assignments and committee standing and ranking, their leadership position and track record on strategic business and policy issues for Verizon, and whether a candidate’s stated views or voting records advance our corporate purpose and organizational values. To mitigate reputational risk, we review whether a candidate has made public statements on sensitive public policy issues that have resulted in controversy, and the nature and impact of any such statement. We recognize that we will not always agree with every stated position of every candidate or organization that we contribute to and that every candidate or organization will not always reflect all of Verizon’s beliefs or priorities. When Verizon makes decisions on political support, we consider all of the relevant facts and circumstances to determine whether support is, on balance, in the best interest of Verizon, our shareholders, employees and customers. These decisions are multifaceted and at times can be complex, always requiring oversight and governance. |
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Governance and oversight. The Corporate Governance and Policy Committee oversees Verizon’s participation in the political process including political giving, memberships and trade associations and reputational risk. The Committee receives a comprehensive report and briefing on our political activities at least annually. All of Verizon’s political activity is subject to the Company’s Code of Conduct and other corporate policies, and is directly overseen by the Senior Vice President of Public Policy and Government Affairs. The Legal Department reviews all corporate political contributions to ensure consistency with the Company’s policy and strategy and compliance with the law, and senior leaders in the Public Policy and Government Affairs organization approve all PAC contributions. Members of Verizon’s PAC boards evaluate and approve the PAC budget and our giving to candidates to ensure that contributions to each candidate meet the criteria described above. Transparency. Verizon is committed to transparency regarding our political engagement activities, including political contributions. Twice a year, Verizon publishes our Political Engagement Report, which includes information about our policy priorities, governance and oversight, and all of our corporate political contributions and PAC contributions. Additionally, in accordance with applicable laws, Verizon’s PACs file public reporting with the Federal Election Commission and state and local campaign finance regulators. We aim to be responsive to feedback from our shareholders on how we can enhance transparency related to our political engagement efforts. By our 2024 mid-year Political Engagement Report, we will revise the information we provide on significant memberships and will disclose an estimate of the amount of Verizon’s payments used for lobbying activities. Verizon has a strong reputation for transparency and responsible political spending. We have a rigorous process in place to govern and oversee our political contributions, which includes consideration of reputational risk, and we are transparent about those contributions and our policy priorities. Bipartisan political giving is foundational to our strategy and the Board believes that the additional report requested by the proponent will not further shareholder interests. |
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Additional Information about the Annual MeetingDate, time and virtual meeting site
Meeting details
Date and location
Thursday, May 3, 2018
8:30 a.m., local time
Hyatt Regency Lake Washington at Seattle’s Southport
1053 Lake Washington Boulevard North
Renton, Washington 98056
Admission9, 2024
10:00 AM, Eastern Daylight Time
The meeting will be held virtually via the Internet at meetnow.global/VZ2024, where you will be able to vote electronically and submit questions during the meeting.
How to participate in the virtual annual meeting
Only Verizon shareholders as of the record date, March 5, 2018,11, 2024, may attend the meeting. You will need an admission ticket or other proof of stock ownershipa control number to gain access to the meeting. The way you obtain this control number depends on how you hold your shares, as well as photo identification to be admitted.described below:
Registered shares.If you are a registered shareholder, an admission ticket is attached toyour control number can be found on your proxy card, or Notice of Internet Availability, of Proxy Materials, or may be printed afteremail that you submit your vote online. If you planreceived. You do not need to register to attend the meeting.
Verizon Savings Plan shares. If you hold shares in a current or former Verizon Savings Plan, your control number can be found on the proxy card, Notice of Internet Availability, or email that you received. You do not need to register to attend the meeting. You may attend the virtual meeting and submit questions, but please note that, as described in greater detail on page 80, your vote must be received before the close of business on May 6, 2024, and accordingly, you will not be able to vote your proxy ahead of time but retainsavings plan shares at the admission ticket and bring it with you to the meeting.
Street name shares.If you hold your shares in the name ofthrough a bank, broker or other institution, you may obtain an admission ticketmust register via either of the two options below.
| • | Registration in advance of the annual meeting. To register in advance, you will need to provide your name, email address and a legal proxy from your bank or broker reflecting your Verizon stock holdings on the record date. Requests for registration should be directed to Computershare either by email to legalproxy@computershare.com (forwarding the email from your broker granting you a legal proxy, or attaching an image of your legal proxy), or by mail to Computershare, Verizon Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. Computershare must receive your request no later than 5:00 p.m., Eastern Daylight Time, on May 6, 2024. Please include “Legal Proxy” in the subject line of your email or request by mail. You will receive a confirmation email from Computershare of your registration that contains a control number you can use to access the meeting. |
| • | Registration at the annual meeting. We have arranged for an online registration solution to allow street name shareholders to register at the annual meeting provided that their bank or broker is part of this industry solution. We expect that the vast majority of street name shareholders will be able to fully participate using the control number received with their voting instruction form. Please note, however, that this option is being provided as a convenience to street name shareholders only. There is no guarantee that this option will be available for every type of street name shareholder voting control number, and the inability of a street name shareholder to register at the annual meeting using this option shall in no way impact the validity of the annual meeting. Please contact your bank or broker if you wish to confirm whether they are part of this industry solution. If they are not part of this industry solution, you will not be able to use the control number received from them to register at the annual meeting and will need to register in advance as described above. |
Online check-in will start approximately 15 minutes before the meeting by presenting proofbegins on May 9, 2024, and we encourage you to log in early to ensure sufficient time to complete the check-in procedures. If you need technical support to access the meeting, please call 1-888-724-2416. Technicians will be available to assist you. Technical support will be available through the conclusion of your ownership of Verizon common stock. For example, you may bring your account statement or a letter from your bank or broker confirming that you owned Verizon common stock on March 5, 2018, the record date for the meeting.
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The Hyatt Regency is accessible
We intend to all shareholders. If you require any special accommodations, please mailrun the virtual meeting in a manner that will offer shareholders comparable rights and opportunities to participate as they would have during an in-person meeting. You will be able to vote your requestshares electronically during the meeting (except for Verizon Savings Plan shares, as described in greater detail below), and the meeting will include a question and answer session. Questions may be submitted during the meeting through the meeting site, meetnow.global/VZ2024, after logging in with your control number, as described above, and clicking on the Q&A icon. In addition, registered shareholders, Verizon Savings Plan participants and holders of street name shares who have registered with Computershare in advance of the annual meeting as described above may submit questions beginning three days before the meeting date by going to meetnow.global/VZ2024 and clicking on the Q&A icon. Questions and comments relating to company affairs and meeting matters will be addressed during the meeting as time allows. Submissions relating to personal customer service matters will be referred to the Assistant Corporate Secretary atappropriate department within the address shown under “Contacting Verizon” no later than April 13, 2018.company. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional question topics.
For safety and security reasons, we do not permit anyone to bring large bags, briefcases or packages into the meeting room or to record or photograph the meeting.
This proxy statement and the 20172023 Annual Report on Form 10-K are available atwww.edocumentview.com/vz.
If you are a registered holder, you can also view or download these materials when you vote online atwww.envisionreports.com/vz.
Additional Information |VotingOur voting procedures and results
Voting procedures and results
Who may vote?
Shareholders of record as of the close of business on March 5, 2018,11, 2024, the record date, may vote at the meeting. As of March 5, 2018,11, 2024, there were approximately 4.134.21 billion shares of common stock outstanding and entitled to vote.
Registered Sharesshares. If you hold your shares in your own name, you may vote by proxy in four convenient ways:
|  | Online
Go towww.envisionreports.com/vzand follow the instructions. You will need to enter certain information that is printed on your proxy card or Notice of Internet Availability of Proxy Materials or included in your email notification. You can also use this website to elect to be notified by email that future proxy statements and annual reports are available online instead of receiving printed copies of those materials by mail.
|
|  | Phone
Call toll-free1-800-652-VOTE (8683) within the United States, U.S. territories and Canada, and follow the instructions. You will need to provide certain information that is printed on your proxy card or Notice of Internet Availability of Proxy Materials or included in your email notification.
|
|  |
Complete, sign and date your proxy card and return it in the envelope provided.
|
|  | At the virtual meeting
You may |
Verizon Savings Plansavings plan shares.If you are or were an employee and hold shares in a current or former Verizon savings plan, the proxy that you submit will provide your voting instructions to the plan trustee. You may vote online, by telephone or by returning the proxy card in the envelope provided. You may attend the virtual annual meeting, but you cannot vote your savings plan shares in person.during the meeting. If you do not submit a proxy, the plan trustee will vote your plan shares in the same proportion as the shares for which the trustee receives voting instructions from other participants in that plan. To allow sufficient time for the savings plan trustees to tabulate the vote of the plan shares, your vote must be received before the close of business on April 30, 2018.May 6, 2024.
Street name shares. If you hold shares through a bank, broker or other institution, you will receive material from that firm explaining how to vote.
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The Board is soliciting your proxy. By giving us your proxy, you authorize the proxy committee to vote your shares in accordance with the instructions you provide. You may vote for or against any or all of the Director candidates and any or all of the other proposals. You may also abstain from voting.
Your proxy provides voting instructions for all Verizon shares that are registered in your name on March 5, 201811, 2024, and all shares that you hold in a current or former Verizon savings plan or in your Verizon Direct InvestStock Purchase and Dividend Reinvestment Plan account.
Additional Information |Voting procedures and results
If you return your signed proxy card but do not specify how to vote, the proxy committee will vote your shares in favor of the Director candidates listed on the proxy card, in favor of the advisory vote to approve executive compensation and in favor of the ratification of the independent registered public accounting firm, and in favor of the advisory vote to approve executive compensation.firm. Unless instructed otherwise, the proxy committee will vote your shares against each of the six shareholder proposals. The proxy committee also has the discretionary authority to vote your shares on any other matter that is properly brought before the annual meeting. You may designate a proxy other than the proxy committee by striking out the name(s) of the proxy committee and inserting the name(s) of your chosen representative(s). The representative(s) you designate must present the signed proxy card at the meeting in order for your shares to be voted.
Registered shares. If you hold your shares in your own name, you can revoke your proxy before it is exercised by delivering a written notice to the Assistant Corporate Secretary at the address givenprovided under “Contacting Verizon.us.” You can change your vote by voting again online or by telephone or by returning a later-dated proxy card to Computershare Trust Company, N.A. at the address givenprovided under “Contacting Verizon.us.” Your changed vote must be received before the polls close at the annual meeting. You can also change your vote by voting in person atelectronically during the annualvirtual meeting.
Verizon Savings Plansavings plan shares. If you hold shares in a current or former Verizon savings plan, you can change your voting instructions for those shares by voting again online or by telephone or by returning a later-dated proxy card to Computershare Trust Company, N.A. at the address givenprovided under “Contacting Verizon.us.” To allow sufficient time for the savings plan trustees to tabulate the vote of the plan shares, your changed vote must be received before the close of business on April 30, 2018.May 6, 2024.
Street name sharesshares.. If you hold your shares through a bank, broker or other institution, pleaseyou can change your voting instructions for those shares by voting again online or by telephone. Please check with that firm for additional instructions on how to revoke your proxy or change your vote.
Directors are elected by a majority of the votes cast in an uncontested election. The affirmative vote of a majority of the votes cast is required to approve each of the other management and shareholder proposals.
In order to officially conduct the meeting, we must have a quorum present. This means that at least a majority of the outstanding shares of Verizon common stock that are eligible to vote must be represented atby attending the virtual meeting either in person or by proxy. If a quorum is not present, we will reschedule the annual meeting for a later date.
Each share is entitled to one vote on each Director nominee and on each matter presented at the annual meeting. Shares owned by Verizon, which are called treasury shares, do not count toward the quorum and are not voted.
AbstentionsAbstentions.. Under our bylaws, we We do not count abstentions in determining the total number of votes cast on any item.item, and under applicable law, abstentions are not considered shares voted. We only count abstentions in determining whether a quorum is present. This means that abstentions have no effect on the election of Directors or on the outcome of the vote on any other proposal.
Failures to vote. Failures to vote will have no effect on the election of Directors or on the outcome of the vote on any other proposal.
Brokernon-votes. The failure of a bank, broker or other institution to cast a vote with respect to any proposal (for example, because it did not receive voting instructions from the beneficial owner)Broker non-votes will have no effect on the same effect as a failure to vote.election of Directors or on the outcome of the vote on any other proposal.
It is our policy to maintain the confidentiality of proxy cards, ballots, and voting tabulations that identify individual shareholders, except where disclosure is required by law and in other limited circumstances.
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Additional Information |Voting procedures and results
Where can I find the voting results of the annual meeting?
We will report the voting results on a Current Report on Form8-K filed with the SEC no later than May 9, 2018.15, 2024. We will also post the voting results on the Corporate Governance section of our website atwww.verizon.com/about/investorsinvestors/corporate-governance promptly after the meeting.
Computershare Trust Company, N.A. will tabulate the vote, and independent inspectors of election will certify the results.
May I receive my materials electronically?
We encourage registered shareholders to sign up for electronic delivery of future proxy materials.
| • | Registered shareholders may sign up when voting online at www.envisionreports.com/vz. |
| • | If your shares are held by a bank, broker or other institution, follow the instructions provided by that firm. |
| • | If you are a registered shareholder and have enrolled in Computershare’s Investor Center, you may sign up by accessing your account at www.computershare.com/verizon and clicking on “Update Profile” and then “Communication Preferences.” |
Once you sign up for electronic delivery, you will no longer receive a printed copy of the proxy materials unless you specifically request one. Each year you will receive an email explaining how to access the proxy materials online as well as how to vote your shares online. YouIf you are a registered shareholder, you may suspend electronic delivery of the proxy materials at any time by accessing your account through Computershare’s Investor Center atwww.computershare.com/verizon and clicking on “My“Update Profile” and then “Communication Preference.Preferences.” If your shares are held by a bank, broker or other institution, and you wish to suspend electronic delivery, follow the instructions provided by that firm.
For registered shareholders, we have adoptedemploy a procedure called “householding” that was approved by the SEC. This means that we send only one copy of thenotice or one proxy statement and annual report2023 Annual Report on Form 10-K to any registered shareholders sharing the same last name and home address, regardless of how many shareholders reside at that address, unless a shareholder submits a request to Computershare to receive individual copies using one of the methods shown under “Contacting Verizon.us.”
If you would like to receive individual copies of the proxy materials, we will provide them promptly. Please send your request to Computershare using one of the methods shown under “Contacting Verizon.us.” Householding does not apply to shareholders who have signed up for electronic delivery of proxy materials.
Why am I receiving more than one set of proxy materials?
You may be receiving more than one set of proxy materials in your household because:
You may request a single set of proxy materials as described below, but in order to vote all of your shares, you and any other member of your household will need to follow the voting instructions provided on each proxy card or Notice of Internet Availability of Proxy Materials or email notification that you receive, whether it comes from Computershare or from a bank, broker or other institution.
|
Additional Information |Proxy materials
How can I request a single set of proxy materials for my household?
If you are a registered shareholder and you are receiving more than one set of proxy materials, please contact Computershare by one of the methods shown under “Contacting Verizon”us” to request a single set. This request will become effective approximately 30 days after receipt and will remain in effect for future mailings unless you or another registered shareholder within your household changes the instruction or provides Computershare with a new mailing address.
If you hold your shares through a broker, bank or other institution, you can contact that firm to request a single set of proxy materials from that firm.
Georgeson Inc.Innisfree M&A Incorporated is helping us distribute proxy materials and solicit votes for a base fee of $20,000,$30,000, plus reimbursable expenses and customary charges. In addition to solicitations by mail, Verizon employees and the proxy solicitor may solicit proxies in person or by telephone. Verizon will bear the cost of soliciting proxies.
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How do I submit a shareholder proposal to be included in the proxy statement for next year’s annual meeting?
Any shareholder may submit a proposal to be included in the proxy statement for the 20192025 Annual Meeting of Shareholders by sending it to the Assistant Corporate Secretary at Verizon Communications Inc., 1095 Avenue of the Americas, New York, New York 10036. We must receive the proposal no later than November 19, 2018.25, 2024. We are not required to include any proposal in our proxy statement that we receive after that date or that does not comply with applicable SEC rules.
Under the “proxy access” provisions of our bylaws, shareholders can include their own nominee for Director in our proxy materials, along with the Board-nominated candidates. Anyany shareholder or group of up to 20 shareholders who have maintained continuous qualifying ownership of at least 3% or more of Verizon’s outstanding common stock for at least the previous three years may include a specified number of Director nominees in our 2025 proxy materials. The bylaws require that the shareholder proponents:
| • | Notify us in writing between October 26, 2024 and November 25, 2024; and |
| • | Provide the additional required information and comply with the other requirements contained in our bylaws. |
How do I otherwise nominate a Director or bring other business before next year’s annual meeting?
Under our bylaws, a shareholder may nominate an individual to serve as a Director or bring other business before the 20192025 Annual Meeting of Shareholders. The bylaws require that the shareholder:
| • | Notify us in writing between January 9, 2025, and February 8, 2025; | |
| Include his or her name, record address and Verizon share ownership; | ||
| • | ||
| • | Comply with all applicable requirements of Rule 14a-19 under the Securities Exchange Act of 1934. |
Additional Information |Shareholder proposals
The notice required for any such nomination must be sent to the Assistant Corporate Secretary at Verizon Communications Inc., 1095 Avenue of the Americas, New York, New York 10036. Shareholders may request a copy of the bylaw requirements by writing to the Assistant Corporate Secretary at that address.
A shareholder proponent or the proponent’s qualified representative must attend the virtual meeting to present the proposal. Under our bylaws, in the event a qualified representative of a shareholder proponent will appear at the annual meeting to present the proposal, the shareholder proponent must provide notice of the designation, including the identity of the representative, to the Assistant Corporate Secretary at the address specified under “Contacting Verizon”us” at least 48 hours prior to the meeting.
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If you need more information about the annual meeting or would like copies of any of the materials posted on the Corporate Governance section of our website, please write to:
Assistant Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
If you are a registered shareholder, please direct all questions concerning your proxy card or voting procedures to our transfer agent, Computershare Trust Company, N.A. You should also contact Computershare if you have questions about your stock account, stock certificates, dividend checks or transferring ownership. Computershare can be reached:
| By mail: | By telephone: | |
Verizon Communications Shareowner Services
Providence, RI 02940-3006 | 1-800-631-2355 (U.S.) 1-866-725-6576 (International) 1-800-952-9245 (hearing impaired) | |
By
email: | Online: | |
| verizon@computershare.com | www.computershare.com/verizon |
For information about the Direct Stock Purchase and Dividend Reinvestment Plan, as well as direct deposit of your dividend, go to www.verizon.com/about/investors/shareowner-services.
Verizon is not aware of any other matters that will be presented at the annual meeting. If other matters are properly introduced, the proxy committee will vote the shares it represents in accordance with its judgment.
By Order of the Board of Directors,
William L. Horton, Jr.
Senior Vice President,
Deputy General Counsel and
Corporate Secretary
March 19, 2018
Reconciliation ofNon-GAAP Measures
Verizon Communications Inc. Reconciliation of Non-GAAP Measures
|
| |
|
|
Reported Net Income Attributable to Verizon | $ | 30.1 | ||
Severance, Pension and Benefit Charges | 0.9 | |||
Early Debt Redemption Costs | 1.2 | |||
Acquisition and Integration Related Costs | 0.5 | |||
Product Realignment | 0.5 | |||
Gain on Spectrum License Transactions | (0.2 | ) | ||
Net Gain on Sale of Divested Businesses | (0.9 | ) | ||
Impact of Tax Reform | (16.8 | ) | ||
|
| |||
Adjusted Net Income Attributable to Verizon | $ | 15.3 | ||
|
| |||
Controlling Interest Income due to Wireless Transaction | (7.0 | ) | ||
Wireless Transaction Costs | 1.4 | |||
|
| |||
Adjusted Net Income excluding Wireless Transaction Impact | 9.7 | |||
|
|
Note: Adjusted Net Income Attributable to Verizon excluding Wireless Transaction Impact includes adjustments for net income attributable to non-controlling interest and interest expense as if Verizon had not completed the transaction to acquire sole ownership of Verizon Wireless (Wireless Transaction).25, 2024
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Adjusted EPS Reconciliation
Years Ended December 31,
| 2016
| 2017
| ||||||
Reported EPS | $ | 3.21 | $ | 7.36 | ||||
Severance, Pension and Benefit Charges | 0.44 | 0.21 | ||||||
Early Debt Redemption Costs | 0.27 | 0.29 | ||||||
Acquisition and Integration Related Costs | — | 0.13 | ||||||
Product Realignment | — | 0.11 | ||||||
Gain on Spectrum License Transactions | (0.02 | ) | (0.04 | ) | ||||
Net Gain on Sale of Divested Businesses | (0.03 | ) | (0.23 | ) | ||||
Impact of Tax Reform | — | (4.10 | ) | |||||
|
|
|
| |||||
Adjusted EPS | $ | 3.87 | $ | 3.74 | ||||
|
|
|
| |||||
Note: EPS may not add due to rounding.
The following table is presented in accordance with the requirements of, and in the format prescribed by, Nasdaq Rule 5606.*
|
|
Year Ended December 31,
| 2017
| |||
Net Cash Provided by Operating Activities | $ | 25.3 | ||
Net Cash Provided by Device Installment Receivable Securitizations | 4.7 | |||
Net Cash Used for Discretionary Pension Contribution | 2.1 | |||
Less: Capital Expenditures (including capitalized software) | 17.2 | |||
|
| |||
Adjusted Free Cash Flow Inclusive of Device Installment Receivable Securitizations | $ | 14.9 | ||
|
| |||
Free Cash Flow Reconciliation for Long-Term Incentive Plan | (dollars in billions) | |||||||||||
Year Ended December 31,
| 2015
| 2016
| 2017
| |||||||||
Net Cash Provided by Operating Activities | $ | 38.9 | $ | 22.7 | $ | 25.3 | ||||||
Net Cash Provided by Device Installment Receivable Securitizations | — | 5.0 | 4.7 | |||||||||
Net Cash Used for Discretionary Pension Contribution | — | — | 2.1 | |||||||||
Less: Capital Expenditures (including capitalized software) | 17.7 | 17.1 | 17.2 | |||||||||
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|
|
|
|
| |||||||
Adjusted Free Cash Flow* | $ | 21.2 | $ | 10.6 | $ | 14.9 | ||||||
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| |||||||
| Total number of Directors: 12 | ||||||||
| Female | Male | Non-binary | Did not disclose gender | |||||
| Part I: Gender identity | ||||||||
| Directors | 4 | 8 | – | – | ||||
| Part II: Demographic background | ||||||||
| African American or Black | 1 | 2 | – | – | ||||
| Alaskan Native or Native American | – | – | – | – | ||||
| Asian | – | 1 | – | – | ||||
| Hispanic or Latinx | 1 | – | – | – | ||||
| Native Hawaiian or Pacific Islander | – | – | – | – | ||||
| White | 3 | 5 | – | – | ||||
| Two or more races or ethnicities | 1 | – | – | – | ||||
| LGBTQ+ | – | |||||||
| Did not disclose demographic background | – | |||||||
| * |
Note: Cumulative Adjusted Free Cash Flow represents
A-1
The following tables reconcile our adjusted operating income for Short-Term Incentive Plan, free cash flow and adjusted earnings per share for Long-Term Incentive Plan and adjusted earnings per share for Pay versus Performance, presented on pages 30, 34-35, 54 and 57 to the sum of the three years presented.most comparable metrics under U.S. generally accepted accounting principles (GAAP).
Operating income reconciliation for Short-Term Incentive Plan
| (dollars in billions) | |
Year |
| |
| Reported operating income | $ 22.9 | |
| Amortization of acquisition-related intangible assets | 0.9 | |
| Severance | 0.5 | |
| Verizon Business Group goodwill impairment | 5.8 | |
| Asset rationalization | 0.5 | |
| Non-strategic business shutdown | 0.2 | |
| Business transformation costs | 0.2 | |
| Legal settlement | 0.1 | |
| Adjusted operating income* | $ 31.1 | |
| Adjusted operating income for Short-Term Incentive Plan* | $ 31.1 |
Average Reported Equity | $ | 27.0 | ||
Severance, Pension and Benefit Charges | 0.2 | |||
Early Debt Redemption Costs | 0.7 | |||
Acquisition and Integration Related Charges | 0.2 | |||
Product Realignment | — | |||
Gain on Spectrum License Transactions | (0.1 | ) | ||
Net Gain on Sale of Divested Businesses | (0.7 | ) | ||
Impact of Tax Reform | (1.3 | ) | ||
|
| |||
Average Reported Equity in accordance with the terms of the Short-Term Plan* | $ | 26.0 | ||
Impact of Wireless Transaction | 19.0 | |||
|
| |||
Average Adjusted Equity excluding Wireless Transaction Impact | 45.0 | |||
|
| |||
Reported ROE %** | 115.7 | % | ||
Reported ROE - Short-Term Plan %** | 58.8 | % | ||
Adjusted ROE %** | 21.6 | % |
Note: Equity averages have been computed using the period-end balances for a thirteen-month period spanning from December 2016 to December 2017. Impact of Wireless Transaction is a cumulative adjustment of all of the impacts to Verizon equity since February 2014 as if Verizon had not completed the transaction to acquire sole ownership of Verizon Wireless and is also on a thirteen-month weighted average basis from December 2016 to December 2017.
| * | May not add due to rounding. |
Free cash flow reconciliation for Long-Term Incentive Plan
| (dollars in billions) | ||||||||||||
| Years ended December 31, | 2021 | 2022 | 2023 | |||||||||
| Net cash provided by operating activities | $ | 39.5 | $ | 37.1 | $ | 37.5 | ||||||
| Capital expenditures (including capitalized software) | (20.3) | (23.1) | (18.8) | |||||||||
| Free cash flow* | $ | 19.3 | $ | 14.1 | $ | 18.7 | ||||||
| C-Band related adjustments: | ||||||||||||
| Cash interest payment | 0.4 | 0.8 | 0.8 | |||||||||
| Capitalized interest costs | (1.3) | (1.5) | (1.0) | |||||||||
| Cash taxes | (0.7) | (1.4) | (0.1) | |||||||||
| Capital expenditures | (0.1) | 2.3 | (1.5) | |||||||||
| Adjusted free cash flow for Long-Term Incentive Plan* | $ | 17.5 | $ | 14.3 | $ | 16.9 | ||||||
| Cumulative adjusted free cash flow for Long-Term Incentive Plan | $ | 48.7 | ||||||||||
| * | |
| Note: cumulative adjusted free cash flow represents the sum of the three years presented. | |
B-1
|
| |
|
|
Consolidated Total Revenue | $ | 126.0 | ||
Less: Operating Revenue from Acquisitions | (4.3 | ) | ||
|
| |||
Adjusted Consolidated Total Revenue* | $ | 121.7 | ||
|
|
Earnings per share reconciliation for Long-Term Incentive Plan
| (per share amounts) | |||||||||
| Years ended December 31, | 2021 | 2022 | 2023 | ||||||
| Reported earnings per share | $ | 5.32 | $ | 5.06 | $ | 2.75 | |||
| Loss on spectrum licenses | 0.04 | – | – | ||||||
| Early debt redemption costs | 0.63 | 0.22 | – | ||||||
| Severance, pension and benefits (credits) charges | (0.39) | (0.25) | 0.27 | ||||||
| Net gain from dispositions of asset and business | (0.20) | – | – | ||||||
| Verizon Business Group goodwill impairment | – | – | 1.37 | ||||||
| Asset rationalization | – | – | 0.09 | ||||||
| Non-strategic business shutdown | – | – | 0.02 | ||||||
| Business transformation costs | – | – | 0.03 | ||||||
| Legal settlement | – | – | 0.02 | ||||||
| Adjusted earnings per share before amortization of intangible assets* | $ | 5.39 | $ | 5.03 | $ | 4.56 | |||
| Amortization of acquisition-related intangible assets | 0.11 | 0.15 | 0.15 | ||||||
| Adjusted earnings per share* | $ | 5.50 | $ | 5.18 | $ | 4.71 | |||
| Amortization of acquisition-related intangible assets | $ | (0.11) | $ | (0.15) | $ | (0.15) | |||
| Strategic acquisitions and divestitures | $ | (0.09) | $ | 0.06 | $ | (0.04 | |||
| C-Band related adjustments: | |||||||||
| Tower agreement | 0.03 | 0.02 | 0.01 | ||||||
| Depreciation and amortization expense | – | 0.01 | 0.01 | ||||||
| Interest expense | 0.12 | 0.15 | 0.16 | ||||||
| Capitalized interest costs | (0.24) | (0.26) | (0.19) | ||||||
| Adjusted earnings per share for Long-Term Incentive Plan* | $ | 5.21 | $ | 5.01 | $ | 4.51 | |||
| Cumulative adjusted earnings per share for Long-Term Incentive Plan | $ | 14.73 | |||||||
| * | May not add due to rounding. |
| Note: cumulative adjusted earnings per share represents the sum of the three years presented. | |
B-2
Earnings per share reconciliation for Pay versus Performance
| (per share amounts) | ||||||||||||
| Years ended December 31, | 2020 | 2021 | 2022 | 2023 | ||||||||
| Reported earnings per share | $ | 4.30 | $ | 5.32 | $ | 5.06 | $ | 2.75 | ||||
| Amortization of acquisition-related intangible assets | 0.20 | 0.11 | 0.15 | 0.15 | ||||||||
| Loss on spectrum licenses | 0.22 | 0.04 | – | – | ||||||||
| Net early debt redemption costs | 0.02 | 0.63 | 0.22 | – | ||||||||
| Severance, pension and benefits (credits) charges | 0.33 | (0.39) | (0.25) | 0.27 | ||||||||
| Net (gain) loss from dispositions of assets and businesses | 0.03 | (0.20) | – | – | ||||||||
| Verizon Business Group goodwill impairment | – | – | – | 1.37 | ||||||||
| Asset rationalization | – | – | – | 0.09 | ||||||||
| Non-strategic business shutdown | – | – | – | 0.02 | ||||||||
| Business transformation costs | – | – | – | 0.03 | ||||||||
| Legal settlement | – | – | – | 0.02 | ||||||||
| Adjusted earnings per share* | $ | 5.10 | $ | 5.50 | $ | 5.18 | $ | 4.71 | ||||
| * | May not add due to rounding. |
 |  | |||||
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| Annual Meeting Proxy Card |  |
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| A | The Board of Directors recommends a vote FOR all the nominees listed, and FOR Proposals 2 and 3. |
| 1. | Election of Directors: | |||||||||||||||||||||||||
| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | + | |||||||||||||||||
| 01 - Shellye Archambeau | ☐ | ☐ | ☐ | 02 - Roxanne Austin | ☐ | ☐ | ☐ | 03 - Mark Bertolini | ☐ | ☐ | ☐ | |||||||||||||||
| 04 - Vittorio Colao | ☐ | ☐ | ☐ | 05 - Laxman Narasimhan | ☐ | ☐ | ☐ | 06 - Clarence Otis, Jr. | ☐ | ☐ | ☐ | |||||||||||||||
| 07 - Daniel Schulman | ☐ | ☐ | ☐ | 08 - Rodney Slater | ☐ | ☐ | ☐ | 09 - Carol Tomé | ☐ | ☐ | ☐ | |||||||||||||||
| 10 - Hans Vestberg | ☐ | ☐ | ☐ | |||||||||||||||||||||||
| For | Against | Abstain | For | Against | Abstain | |||||||||||
| 2. | Advisory vote to approve executive compensation | ☐ | ☐ | ☐ | 3. Ratification of appointment of independent registered public accounting firm | ☐ | ☐ | ☐ |
| B | The Board of Directors recommends a vote AGAINST Proposals 4 - 10: |
| For | Against | Abstain | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||
| 4. | Prohibit political contributions study | ☐ | ☐ | ☐ | 5. Lobbying activities report | ☐ | ☐ | ☐ | 6. Amend clawback policy | ☐ | ☐ | ☐ | ||||||||||||
| 7. | Independent Board chair | ☐ | ☐ | ☐ | 8. Civil liberties in digital services | ☐ | ☐ | ☐ | 9. Lead-sheathed cable report | ☐ | ☐ | ☐ | ||||||||||||
| 10. | Political expenditures misalignment | ☐ | ☐ | ☐ |
| C | Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below |
Sustainability at Verizon Verizon gives people the ability to do more through technology, investments and actions designed to educate the21st century workforce and promote environmental sustainability. We are taking action in support of the United Nation’s Sustainable Development Goals: Improving global resource efficiency Reducing carbon intensity: Verizon will deliver a lasting, positive impact on the environment by cutting our own carbon intensity – the carbon our business emits divided by the terabytes of data we transport over our networks – in half over the 2016 baseline by 2025. In addition, Verizon will implement an additional 24 megawatts of green energy by 2025, doubling our current green energy capacity. Supporting carbon abatement: Verizon’s products and services — ranging from high speed internet that allows people to work remotely, to smart grids that increase the efficiency of our power system, to telematics that improve fleet routing — help our customers use less energy, and therefore create fewer greenhouse gas emissions. By 2022, our networks and connected solutions will save more than double the amount of global emissions that our operations create. Supporting quality education Through the Verizon Innovative Learning initiative, we provide free technology, access and hands-on immersive learning in science, technology, engineering and math to students in need.To date, Verizon has reached one million students through these programs, and by 2023, we will help provide an additional fire million students with the skills required to put them on the path to success in an increasingly tech-dependent job market. Reducing waste and supporting recycling We continue to work to reduce the environmental impact of our products through: Managing the materials we use in making them Reducing packaging volume Recycling, refurbishing and/or reusing our products, including batteries Providing recycling information on product labels, and supporting public recycling Verizon received an A- on the Carbon Disclosure Project’s 2017 evaluation and is ranked in CDP’s Leadership scoring band. CDP runs a global voluntary disclosure system by which companies and cities disclose their environmental impacts to inform marketplace decision-making. Verizon chairs the Global e-Sustainability Initiative, a consortium of ICT companies that collaborate to develop and share resources for achieving social and environmental sustainability through technology. Verizon was named an EPA ENERGY STAR Partner of the Year for Sustained Excellence for the fifth consecutive year in 2017. Design by Addison www.addison.com
Giving humans the ability to do more in this world. We call it humanability. It’s why we’re partnering with visionaries from just about every industry you can imagine, using technology and data to turn innovative ideas into reality. Keeping the food chain safe How can a sensor the size of a nickel help stop food poisoning? With a combination of temperature monitoring, real-time alerts, and data collection and analytics, our Internet of Things sensors and our advanced network give businesses the competitive advantage of monitoring quality and providing transparency throughout the supply chain – while keeping people and the global food chain safer.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 02RFFC 1 P C F + Annual Meeting Proxy Card . IMPORTANT ANNUAL MEETING INFORMATION B The Board of Directors recommends a vote AGAINST: For Against Abstain 2. Ratification of Appointment of Independent Registered Public Accounting Firm For Against Abstain 3. Advisory Vote to Approve Executive Compensation + A The Board of Directors recommends a vote FOR all nominees and FOR Proposals 2 and 3. 01 - Shellye L. Archambeau 05 - M. Frances Keeth 09 - Kathryn A. Tesija 02 - Mark T. Bertolini 06 - Lowell C. McAdam 10 - Gregory D. Wasson 03 - Richard L. Carrión 07 - Clarence Otis, Jr. 11 - Gregory G. Weaver 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain 04 - Melanie L. Healey 08 - Rodney E. Slater For Against Abstain C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) Please print date below. Signature 1 Please keep signature within the box. Signature 2 Please keep signature within the box. For Against Abstain 4. Special Shareowner Meetings 7. Report on Cyber Security and Data Privacy For Against Abstain 5. Lobbying Activities Report 8. Executive Compensation Clawback Policy For Against Abstain 6. Independent Chair 9. Nonqualified Savings Plan Earnings MMMMMMMMMMMM MMMMMMMMMMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE SACKPACK 1234 5678 9012 345 MMMMMMM 3 6 5 8 6 8 1 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MMMMMMMMM C 1234567890 J N T C123456789 Admission Ticket IF YOU ARE VOTING BY MAIL, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Vote online Go to www.envisionreports.com/vz Or scan the QR code with your smartphone Follow the steps outlined on the secure website Vote by telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
| Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the box. | Signature 2 — Please keep signature within the box. | ||
| / / |
Notice of 2018Verizon Communications Inc.
2024 Annual Meeting of Shareholders Proxy Solicited by
May 9, 2024, 10:00 a.m. Eastern Daylight Time
virtually via the BoardInternet at meetnow.global/VZ2024
To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of Directors of Verizon Communications Inc. for the Annual Meeting of Shareholders, Thursday, May 3, 2018, 8:30 a.m. Local Time this form.
| Small steps make an impact. Help the environment by consenting to receive electronic |  |
| IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. |
Proxy Solicited by the Board of Directors of Verizon Communications Inc. for the Annual Meeting of Shareholders, Thursday, May 9, 2024, 10:00 a.m. Eastern Daylight Time |  |
Your signature on the reverse side of this card appoints each of Lowell C. McAdamHans E. Vestberg and William L. Horton, Jr. as proxies, each with the powers you would have if you were personally present at the meeting.Annual Meeting of Shareholders of Verizon Communications Inc. to be held at 10:00 a.m. Eastern Daylight Time on May 9, 2024 at meetnow.global/VZ2024. This includes full power of substitution to vote all the shares of Verizon common stock that you hold of record and are entitled to vote upon all subjects that may properly come before the meeting, including the matters described in the Proxy Statement, subject to any directions indicated on the reverse side of this card. card (with discretionary authority under Proposal 1 to vote for a substitute nominee if any nominee is unable to serve or for good cause will not serve). If you do not indicate how your shares are to be voted, at the meeting or any adjournment or postponement of the meeting, the proxiesproxy will vote for the election of the nominees for Director listed on the reverse side of this card; and in accordance with the Directors’ recommendations on the other matters listed on the reverse side of this card; and at theirthe proxy’s discretion on any other matter that may properly come before the meeting or any adjournment or postponement of the meeting.
This card also provides your instructions for voting any shares that you may hold in the Verizon Communications Direct InvestStock Purchase and Dividend Reinvestment Plan. Also, if you own shares in any current or former Verizon savings plan in the same name as shown on this card, this card provides instructions to the savings plan trustee for voting those shares. To allow sufficient time for the savings plan trustee to tabulate the vote of the savings plan shares, you must vote by telephone or online or return this card in the enclosed envelope so that your vote is received by April 30, 2018. May 6, 2024.
If you do not properly sign and return this card, vote by telephone or online or attendwhile attending the virtual meeting, and vote by ballot, your shares cannot be voted. Unless the savings plan trustee receives your voting instructions by April 30, 2018May 6, 2024 your shares in any of the current or former Verizon employee savings plans will be voted as described in the Proxy Statement.
If you are voting by mail, please sign and return this card in the enclosed envelope. Please sign exactly as the name(s) appears on this card. If stock is held jointly, each holder should sign. If you are signing as an attorney, trustee, executor, administrator, custodian, guardian or corporate officer, please give your full title. If you vote by telephone or online, please do not mail your card.
Your email address can help save the environment. Vote online and register for electronic communications today. Verizon Communications Inc. 2018 Annual Meeting Admission Ticket May 3, 2018, 8:30 a.m. Local Time Hyatt Regency Lake Washington at Seattle’s Southport 1053 Lake Washington Boulevard North Renton, Washington 98056 Upon arrival, please present this admission ticket at the registration desk. . IF YOU ARE VOTING BY MAIL, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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