UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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VERIZON COMMUNICATIONS INC.

 

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LOGOLOGO


LOGO

Sustainability at Verizon Verizon gives people the ability to do more through technology, investments and actions designed to educate the 21st century workforce and promote environmental sustainability. SUSTAINABLE DEVELOPMENT We are taking action in support of the United Nations' Sustainable Development Goals: Improving Global Resource Efficiency Reducing Environmental Impact: Verizon is committed to delivering a lasting, positive impact on the environment by cutting our own carbon intensity - the amount of carbon our business emits divided by the terabytes of data we transport over our networks - in half over the 2016 baseline by 2025. Weve also working towards sourcing renewable energy equivalent to 50% of our total electricity usage by 2025. Supporting Carbon Abatement: Verizons products and services - ranging from high speed internet that allows people to work remotely, 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. 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 the responsible management of out of service lead batteries Providing recycling information on product labels, and supporting public recycling Verizon received an on the Carbon Disclosure Projects 2018 evaluation and is ranked in CDPs 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.Sustainability at Verizon Verizon gives people the ability to do more through technology, investments and actions designed to educate the 21st century workforce and promote environmental sustainability. SUSTAINABLE DEVELOPMENT We are taking action in support of the United Nations' Sustainable Development Goals: Improving Global Resource Efficiency Reducing Environmental Impact: Verizon is committed to delivering a lasting, positive impact on the environment by cutting our own carbon intensity - the amount of carbon our business emits divided by the terabytes of data we transport over our networks - in half over the 2016 baseline by 2025. Weve also working towards sourcing renewable energy equivalent to 50% of our total electricity usage by 2025. Supporting Carbon Abatement: Verizons products and services - ranging from high speed internet that allows people to work remotely, 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. 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 the responsible management of out of service lead batteries Providing recycling information on product labels, and supporting public recycling Verizon received an on the Carbon Disclosure Projects 2018 evaluation and is ranked in CDPs 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. Supporting Quality Education Through the Verizon Innovation Learning initiative, we provide free technology, free internet access and hands-on immersive curricula in science, technology, engineering and math to students in need.


Q & A with our CEO

LOGO

Hans Vestberg

“Our company’s very purpose is to connect people and enable their creativity and vision. We believe we can help bring people together across cultures and continents to solve important problems.”

How would you describe Verizon’s performance in 2018?

2018 was an outstanding year for Verizon, and I am proud of the team we have built and the foundation we have laid for 2019 and beyond. We finished 2018 by delivering solid financial and operational performance, and my conversations with our investors and analysts have been very positive. We remain confident in our vision.

2018 was a year that will be entered into the history books as the year that 5G became available to the consumer public, and Verizon was the first in the world to bring it to market. We launched 5G Home in Houston, Sacramento, Los Angeles, and Indianapolis in the fall and will be rolling out more cities in 2019. 5G promises to be the foundational technology of the Fourth Industrial Revolution, fundamentally transforming our world in ways that we can’t even imagine yet. 5G Home is helping us perfect our market offerings, receive feedback from customers, and dominate the conversation about this revolutionary technology as we prepare to offer it more widely and for mobile access in 2019.

2018 was also exciting for me personally as I transitioned to the role of CEO, and I can’t thank Lowell enough for being a great mentor and friend and for setting us up for a strong future. We are building on this seamless transition

and reorganizing the company into three business groups with three strong leaders at the helm: Ronan Dunne for Consumer, Tami Erwin for Business, and Guru Gowrappan for Media. We will assume this structure in Q2 of 2019, capitalizing on the success of 2018. This is the perfect foundation for Verizon 2.0, the next generation of our company.

Can you expand on the Verizon 2.0 strategy and the new direction in which you are taking the Company?

Verizon 2.0 is all about building on what made Verizon the best company in our industry and taking us to the next level. When I announced this to our employees, the V Team, I committed that the company was going to focus on very tangible goals in Verizon 2.0. These are improving customer satisfaction; continuing to be first in 5G and Intelligent Edge Network architecture; growing our Network-as-a-Service solutions; growing our services with Verizon Media and Verizon Connect; inviting our strategic partners to play a larger role in our ecosystem; and creating an inspiring work environment that embraces change and encourages curiosity and strategic risk taking.

This new direction is part of a strategic shift to focus on what makes Verizon the best in our industry: our


unrelenting focus on enabling our customers to do the amazing things they do every day with our networks and products. The wireless and wireline industries are at a crossroads, and our competitors are going in different directions to differentiate themselves. We don’t need to do that. We have the best networks, the best products, and are best positioned to help usher in the Fourth Industrial Revolution on 5G. Verizon 2.0 will help us to be prepared to capitalize on our inherent advantages.

What do you see as Verizon’s social and economic purpose? How do sustainability initiatives help achieve that purpose?

I believe, and I feel our customers and V Teamers believe, that Verizon must be a model for social global stewardship. It is difficult for one person to impact the world, but as a company with over 140,000 creative, passionate employees and millions of valued customers around the world, we have an opportunity to make our mark on issues that matter and to try to take the world in a better direction. Our company’s very purpose is to connect people and enable their creativity and vision. We believe we can help bring people together across cultures and continents to solve important problems.

Verizon is taking this responsibility seriously, and we will continue to strive to lift up people and voices with less opportunity through the work of our Foundation as well as in our everyday activities. For example, since access to the Internet and reliable communications services are essential to economic and educational success, we are in a unique position to help the next generation of students be better equipped for the future. Our Verizon Innovative Learning initiative delivers free technology, free access and innovative learning programs to under-resourced schools and students across America.

Our sustainability initiatives are another example of our conviction. Protecting our planet and its citizens must be integrated into everything we do, not just because our impact can be significant but also because it is the right thing to do. We have a responsibility to think about the world we live in as we are bringing our networks and products to market, and I want our company to be a leader in sustainability.

What kind of culture are you working to create at Verizon as the new CEO?

Culture is everything to me. When people love what they do and the place they work, their best ideas come to life to improve our organization, our services, and our world. I want people to be encouraged to take risks, to try new things, and to be willing to fail—and that comes from a strong culture. I travel around the world and try to meet with employees everywhere I go. I will stop by a Verizon store and ask our team what they want from their company, and they often tell me the same things. They want to be able to try new things and experiment to make their jobs and the customer experience better. They want leadership that understands that there is no one size fits all and that what works in one location may not work in another. And most importantly, they tell me that they want opportunity to shape their careers and to remain part of this exciting company’s journey as we all work together to change the world.

Encouraging that culture and the leadership that it requires is my number one internal priority. I want both new and experienced leaders to support their people and to expand their expertise by trying new things, and I want employees to know that we have their backs. And we will give it 100% effort and attention. That too is culture, and I see it as imperative to our company’s success.


Notice of Annual

Meeting of Shareholders

How to Votevote

 

LOGOLOGOLOGOLOGO
OnlinePhoneMail

LOGOIn person

 

Shareholders as of the close of business on March 4, 2019,
the record date, may vote at the meeting.

If you are a registered shareholder, you may vote online at
www.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 2, 2019

The 2019 Proxy Statement and 2018 Annual Report are

available atwww.edocumentview.com/vz.

Verizon Communications Inc.

1095 Avenue of the Americas

New York, New York 10036

March 18, 2019

Shareholders as of the close of business on March 14, 2022, the record date, may vote at the meeting.

If you are a registered shareholder or Verizon savings plan participant, you may vote online at www.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.

Advance registration is required to attend the meeting in person. Admission, voting and additional meeting information can be found beginning on page 66 of the proxy statement.

March 28, 2022

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 12, 2022

The 2022 Proxy Statement and 2021 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 28, 2022.

Date and time

Thursday, May 12, 2022

8:45 AM, local time

Place

Marriott Dallas Las Colinas

223 West Las Colinas Boulevard

Irving, Texas 75039

Items of business

Elect the 11 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


To our shareholders:

A message from Hans Vestberg, our Chair & CEO, and Clarence Otis, Jr., our Lead Director

Verizon’s corporate purpose to create the networks that move the world forward has never felt so vital. As technology becomes even more integral to our lives, Verizon’s networks are paving the way for a connected future that will allow us to reimagine what is possible for our customers and the communities we serve. Our priority is to execute on our Network-as-a-Service strategy and leverage our fiber infrastructure, spectrum breadth and depth, and technology expertise to carry our leadership in 4G into the 5G era. As this transformation takes place, our Board expects management to be proactive in considering our impacts on our key stakeholders – our shareholders, employees, customers and society – to shield against risk, unlock potential, produce a more engaged workforce and confer a competitive advantage in shareholder returns over the long term.

It is incumbent on our Board to challenge Verizon to deliver on its strategy while living up to its corporate purpose. As such, it is critical that our Board has the right mix of skills, expertise, perspectives, experience and vision to oversee the execution of our strategy during this period of transformational change. We consider factors such as the importance of diversity, age, tenure and the size of the Board. Importantly, as we build our Board we seek to create a boardroom culture where difficult issues can be openly confronted, opposing opinions are valued and where there is trust.

In 2021, we brought on two new Directors: Laxman Narasimhan, who has a track record in developing purpose-led brands, as well as extensive experience in consumer services and strategy, and Carol Tomé, who brings to the Board deep experience running a logistics-focused, capital intensive business through times of unprecedented demand, as well as extensive financial and risk management expertise.

    

As technology
becomes even more

integral to our lives,
Verizon’s networks
are paving the way
for a connected
future that will allow
us to reimagine what
is possible for our
customers and the
communities we
serve.

 

Time and Date

Thursday, May 2, 2019

8:45 a.m., local time

Place

Rosen Shingle Creek

9939 Universal Boulevard

Orlando, Florida 32819

Items of Business

•   Elect the 10 Directors identified in the accompanying proxy statement

•   Ratify the appointment of the independent registered public accounting firm

•   Approve, on an advisory basis, Verizon’s executive compensation

•   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 meetingLOGO


 

Delivering on our corporate purpose and capitalizing on the opportunity ahead requires more than the best technology; it requires a strong V Team. A top priority for our Board is overseeing the company’s efforts to create a diverse, equitable and inclusive culture and develop a workforce with skills for the future. We believe investing in employees gives Verizon a powerful competitive edge. In addition to receiving regular briefings on employee engagement and workforce development initiatives, as a Board, we feel it is important to connect directly with employees. Our Directors participate in employee town halls, leadership forums and company-wide webcasts covering a range of topics from career development to current business and societal issues.

As a global community, we are facing some of the greatest challenges of our lifetime. Our Board is focused on steering the company through these challenges, supporting Verizon to engage on the societal issues that have a direct impact on our business, employees and the communities we serve, and continuing to build a resilient enterprise prepared to drive and power the interconnected future.

We believe we are laying the foundation for long-term success.

Sincerely,

LOGO

Hans Vestberg

Chairman and Chief Executive Officer

LOGO

Clarence Otis, Jr.

Independent Lead Director


Table of Contentscontents

 


Verizon 2022 Proxy Statement

Stock OwnershipProxy
summary

 71Governance 

Section 16(a) Beneficial Ownership Reporting ComplianceExecutive
compensation
 71
Security Ownership of Certain Beneficial Owners and ManagementAudit
matters
 71

Shareholder Proposals

73

Item 4: Nonqualified Savings Plan Earnings

73

Item 5: Independent Chair

75

Item 6: Report on Online Child Exploitation

77

Item 7: Cybersecurity and Data Privacy

79

Item 8: Severance Approval Policy

81

Additional Information

83

Additional Information About the Annual MeetingStock
ownership
 83

Contacting Verizon

88

Other Business

88
Appendix A: Reconciliation ofNon-GAAP MeasuresShareholder
proposals
 Additional
information


 

Proxy Summarysummary

This summary highlights information contained elsewhere in thisthe proxy statement. This summarystatement and does not contain all of the information you should consider, soconsider. We encourage you shouldto read the entire proxy statement before voting. For information regarding Verizon’s 20182021 performance, please reviewread Verizon’s 20182021 Annual Report to Shareholders.on Form 10-K.

 

Our purpose

LOGO

LOGO

Adhering to our corporate purpose can produce more engaged employees and a better sense of how to serve our customers. It can also result in a broader social license to operate. This not only shields us against risk—it confers a competitive advantage in shareholder returns over the long term.

–  Clarence Otis, Jr.,

Independent Lead Director,

2021 annual shareholder outreach video,

www.verizon.com/about/investors/corporate-governance

Meeting information

Date and time May 12, 2022 at 8:45 AM, local time

Place Marriott Dallas Las Colinas, 223 West Las Colinas Boulevard, Irving, Texas

Record date March 14, 2022

Admission and voting information can be found beginning on page 66. You will need to register in advance to attend the meeting in person.

i


Verizon 2022 Proxy Statement

Proxy
summary

GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Agenda and voting recommendations

LOGO   

Item 1: Election of Directors

The Board of Directors recommends that you vote FOR the election of the Board’s nominees.

The Board’s nominees 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 Environmental, Social and Governance (ESG) expertise that contributes to a well-rounded Board uniquely positioned to effectively oversee Verizon’s strategy and businesses. Additional information about the Director candidates and their respective qualifications begins on page 1.

Our nominees’ skills and experience

10  

Consumer/B2B/retail

3  

Cybersecurity

9  

Financial expertise

3  

Marketing

4  

Regulatory/public policy

11  

Risk management

11  

Strategic planning

4  

Technology

3  

Telecommunications

Board diversity*

LOGO

Board tenure and age*

6.4

years

average

tenure

63

years old

average

age

* As of March 28, 2022. See Appendix A for the Board diversity disclosure required by Nasdaq Rule 5606.

ii


Verizon 2022 Proxy Statement

Proxy
summary

GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Our nominees at a glance

LOGO

     
 

Committee membership*

Our Strategy

  
Name   Audit  

Corporate

  Governance  

and Policy

  Finance  

Human

  Resources  

Key skills and experience

 

LOGO

Continued Network Leadership

Shellye Archambeau

LOGO

Customer Driven Models

Former Chief Executive Officer,

•   Network as a ServiceMetricStream, Inc.

 

•   5G & Intelligent Edge NetworkIndependent

•   Operating Model Based on Customer Needs

•   Company-wide Assets for New Applications & Services

•   Ecosystem Partnerships

    
LOGOLOGO    

Marketing

Risk management

Technology

 

LOGORoxanne Austin

President and CEO,

Austin Investment Advisors

Independent

 Trusted BrandLOGO🌑 

Cybersecurity

LOGO

Financial Disciplineexpertise

Strategic planning

 

•   Customer Trust & InnovationMark Bertolini

Co-Chief Executive Officer,

Bridgewater Associates, LP

 

•   Responsible Business PracticesIndependent

•   Balanced Capital Allocation

•   Best-In-Class Cost Models

       LOGO🌑

Financial expertise

Regulatory/public policy

Strategic planning

 

Meeting InformationMelanie Healey

Former Group President,

The Procter & Gamble Company

 

Date and Time May 2, 2019 at 8:45 a.m., local timeIndependent

🌑🌑

Consumer/B2B/retail

Marketing

Strategic planning

Laxman Narasimhan

Chief Executive Officer,

Reckitt Benckiser Group Plc

 

Place Rosen Shingle Creek, 9939 Universal Boulevard, Orlando, FloridaIndependent

LOGO🌑

Consumer/B2B/retail

Risk management

Strategic planning

Clarence Otis, Jr.

Former Chairman and CEO,

Darden Restaurants, Inc.

 

Record Date March 4, 2019Independent Lead Director

LOGO🌑🌑

Consumer/B2B/retail

Financial expertise

Risk management

Daniel Schulman

President and CEO,

PayPal Holdings, Inc.

 

AdmissionIndependent

LOGO

Cybersecurity

Strategic planning

Technology

Rodney Slater

Partner,

Squire Patton Boggs LLP

Independent

🌑🌑

Regulatory/public policy

Risk management

Strategic planning

Carol Tomé

Chief Executive Officer,

United Parcel Service, Inc.

Independent

🌑

Consumer/B2B/retail

Financial expertise

Strategic planning

Hans Vestberg

Chairman and Voting Information can be found beginning on page 83CEO,

 

Verizon Communications Inc.

Strategic planning

Technology

Telecommunications

Gregory Weaver

Former Chairman and CEO,

Deloitte & Touche LLP

Independent

LOGO   LOGO🌑

Financial expertise

Risk management

Strategic planning

*Committee memberships are as of March 28, 2022.                LOGO Committee Chair                LOGO Audit Committee Financial Expert

Verizon 2019 Proxy Statement    i

iii


Verizon 2022 Proxy Statement

Proxy
summary

GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

 

 Proxy SummaryGovernance highlights

 Corporate Governance Highlights

Corporate Governance HighlightsOur Board has adopted robust governance structures and practices to enhance our independent oversight, effectiveness and accountability to shareholders.

 

Shareholder Rights

 

Majority VotingIndependent     

in Director Electionsoversight     

 

 

Verizon’s bylaws provide for the election•   10 of our 11 Directors by a majority of the votes cast in an uncontested election. This provision can only be changed by a majority vote of the shareholders.are independent

 

•   Strong independent Lead Director with clearly delineated duties

•   Regular executive sessions of independent Directors

 

Call a Special Meeting

Board     

effectiveness     

 

 

Any shareholder owning at least 10% (or any group of shareholders owning at least 25%) of Verizon’s outstanding common stock may call a special meeting of shareholders. Our bylaws include requirements relating•   Active Board refreshment plan with commitment to special meetings.diversity

•   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

 

 

Proxy Access

Accountability to     

shareholders     

 

 

Any•   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 (orratification required for any group of up to 20 shareholders) owning at least 3% of Verizon’s outstanding commonfuture poison pill

•   No dual-class shares or voting right restrictions

•   Robust stock ownership requirements for at least three years may include a specified number of director nominees in our proxy materials for the annual meeting of shareholders.executive officers and Directors

•   Proactive year-round shareholder engagement program

 

 

No Poison PillNew in     

2021 

 

 

•   Elected two independent Directors, Mr. Laxman Narasimhan, CEO of Reckitt Benckiser Group Plc; and Ms. Carol Tomé, CEO of United Parcel Service, Inc.

•   Announced two approved science-based emissions reduction targets and reported Scope 3 emissions from our value chain

•   Published downloadable ESG data index with 3 years of metrics

•   Issued updated TCFD Report with a physical risk scenario analysis

•   Expanded workforce profile disclosures to include diversity by business unit and pay band

•   Issued a third US$1 billion green bond

•   Updated Green Financing Framework to include underwriter selection criteria related to diversity and U.N. Sustainable Development Goals

•   Launched Verizon does not haveInnovative Learning HQ, a shareholder rights plan, commonly referredfree next-gen online education portal, and the Verizon Small Business Digital Ready program to as a “poison pill.” Any shareholder rights plan adopted by our Board must be approved by shareholders within one yearprovide small businesses with digital tools, learning modules, expert coaching and thenre-approved every three years.peer networking opportunities

 

iv


Verizon 2022 Proxy Statement

Ratify Executive

Severance AgreementsProxy
summary

 GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

LOGO   

Item 2: Advisory vote to approve executive compensation

 

Shareholders must ratify any employment or severance agreement with an executive officerThe Board of Directors recommends that provides for severance benefits exceeding 2.99 times the sum of the executive’s base salary plusyou vote non-equityFOR incentive plan opportunity. This policy is described on page 50.

this proposal.

 

Board Governance

Director Independence

 

 

Currently, 10We are asking shareholders to approve, on an advisory basis, the compensation of our 12 Directors are independent,named executive officers as described in the Compensation Discussion and the standards that our Board uses to assess independence are more stringent than those of the New York Stock Exchange (NYSE) or The Nasdaq Stock Market (Nasdaq). For more information about the independence of these 10 Directors, see “Independence”Analysis and Compensation Tables beginning on page 7.

Board Leadership

Currently, the CEO serves as Chairman of the Board, in consultation with an independent Lead Director. You can read about the respective roles and responsibilities of the Chairman and the Lead Director, and why our Board believes Verizon’s shareholders are best served by this leadership structure, under “Board Leadership” on page 14.

Limits on

Board Service

To ensure that our Directors have sufficient time to devote to their responsibilities on Verizon’s Board, our Corporate Governance Guidelines provide that Directors with full-time roles infor-profit businesses should serve on no more than three public company boards, and other Directors should serve on no more than four public company boards. Members of our Audit Committee should serve on no more than two other public company audit committees.

Stock Ownership

Within three years of their election, Directors must hold Verizon stock with a value equal to three times the cash component of the annual Board retainer. Share equivalents held in any deferral plan are included when calculating the number of shares held. Directors may not divest the share equivalents they receive upon joining the Board or in connection with their annual equity grant while they are serving on the Board.

Director Retirement

Directors must retire from the Board the day before the annual meeting of shareholders that follows their 72nd birthday. The size of the Board will be reduced by one for each such retirement.

23.

iiVerizon 2019 Proxy Statement


Proxy Summary 

Executive Compensation Program Highlights 

Executive Compensation Program Highlightscompensation program highlights

Our executive compensation program reflects 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 29.23.

 

Objectives

Compensation strategy     

 Pay-for-Performance

 

•   Align executives’ and shareholders’ interests

•   Attract, retain and motivate high-performing executives

 

Pay-for-performance     

essentials     

 

•   Extensive focus onApproximately 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

•   No defined benefit pension or supplemental retirement benefitsQuantitative ESG metric in Short-Term Incentive Plan

 

•   No executive employment agreements

 

Best practice     

highlights     

•   Shareholder approval policy for severance benefits

•   No cash severance benefits for the CEO

•   No taxgross-ups

•   Attract, retain and motivate high-performing executives

Governance Leader

•   Year-round shareholder outreach

•   Shareholder approval policy for severance benefits

•   Significant executive share ownership requirements

•   Clawback policies

•   Anti-hedging policy

•   Say-on-payNo tax gross-ups advisory vote every year

•   Independent compensation consultantNo executive employment agreements

2018 Compensation

The summary below shows the 20182021 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 beginning on page 5240 for more information.

 

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*

  1,235,385   1,000,000   16,600,082   0   2,752,250   0   618,369   22,206,086 

Chairman and Chief Executive

 

Officer

                                

 

Matthew Ellis

  792,307   0   4,800,020   0   1,308,000   0   160,349   7,060,676 

Executive Vice President

 

and Chief Financial Officer

                                

 

K. Guru Gowrappan**

  603,448   1,999,998   8,695,827   0   1,020,000   0   433,665   12,752,938 

Executive Vice President and CEO – Verizon Media Group

 

                                

 

Marc Reed

  821,154   0   4,950,064   0   1,348,875   0   232,377   7,352,470 

Executive Vice President and

 

Chief Administrative Officer

                                

 

Ronan Dunne

  846,154   0   4,250,008   0   1,389,750   0   228,214   6,714,126 

Executive Vice President and

 

President – Verizon Consumer Group

                                

 

Lowell McAdam*

  1,661,538   0   12,000,050   0   4,360,000   0   616,279   18,637,867 

Former Chairman and Chief

 

Executive Officer

                                

 

John Stratton***

  1,260,962   0   6,600,052   0   1,798,500   0   5,987,338   15,646,852 

Former Executive Vice President and President – Global Operations

 

                                

 

Timothy Armstrong**

  1,193,750   0   3,150,081   0   1,680,000   0   6,465,111   12,488,942 

Former Executive Vice President and President and CEO – Oath

 

                                

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   14,500,057   0   3,825,000   0   517,814    20,342,871 

Matthew Ellis

Executive Vice President

and Chief Financial Officer

  950,000   0   6,525,007   0   1,453,500   0   183,382    9,111,889 

Ronan Dunne*

Executive Vice President

and Group CEO – Verizon Consumer

  1,050,000   0   8,000,073   0   1,496,250   0   245,727    10,792,050 

Tami Erwin

Executive Vice President

and Group CEO – Verizon Business

  950,000   0   6,525,007   0   1,184,942   0   208,530    8,868,479 

Kyle Malady**

Executive Vice President
and Chief Technology Officer

  850,000   0   5,250,065   0   1,402,500   166   171,971    7,674,702 

K. Guru Gowrappan***

Former Executive Vice President

and Group CEO – Verizon Media

  588,462   3,000,000   6,250,033   0   0   0   125,947    9,964,442 

 

*

Mr. Vestberg became Chief Executive Officer of Verizon on August 1, 2018, and Chairman on March 8, 2019, when Mr. McAdamDunne stepped down from those positions. Mr. McAdam retired fromas Executive Vice President and Group CEO – Verizon Consumer on December 31, 2018.2021 and currently serves as a strategic advisor to Mr. Vestberg.

**

Mr. Gowrappan was hired as President and COO of Verizon’s Media Group (formerly known as Oath) on April 9, 2018 andMalady became Executive Vice President and CEO of the Media GroupPresident – Global Networks and Technology on OctoberMarch 1, 2018, when Mr. Armstrong stepped down from that position. Mr. Armstrong remained as strategic advisor to Verizon until he left the Company on December 31, 2018.2022.

***

Mr. Stratton stepped down as Executive Vice PresidentGowrappan separated from Verizon and President –continued employment with the Media Group upon the sale of the Media Group business to affiliates of Apollo Global OperationsManagement Inc. (Apollo) on June 7, 2018 and remained as strategic advisor to Verizon until he retired from the Company on December 31, 2018.September 1, 2021.

 

Verizon 2019 Proxy Statement    iiiv


Verizon 2022 Proxy Summary

 Board Diversity and Experience

The Verizon Board embodies a range of viewpoints, backgrounds and expertise because we believethat diversity is a critical element of a well-functioning board.

Board Diversity and Experience*

LOGO

Current/Former CEO Public Board Service Accounting/Finance Risk Management Strategic Planning Operational Technology/IT/Telecoms Consumer/Customer Experience Women Hispanic/African American

Board Tenure*

LOGO

Statement

 

*

As of March 18, 2019Proxy
summary

GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Average Tenure: 7.7 years Median Tenure: 6.8 years Average Age* 62 1 50-55 years 3 56-60 years 5 61-65 years 3 66-72 years

ivVerizon 2019 Proxy Statement


Proxy Summary 

Agenda and Voting Recommendations 

Agenda and Voting Recommendations

 

    LOGOLOGO    

Item 1

Election3: Ratification of Directorsauditors

 

The Board of Directors recommends that you voteFOR ratification. the election of these Director candidates.

Shareholders are being asked to elect 10 Directors. Verizon’s Directors are elected for a term of one year by a majority of the votes cast in an uncontested election. Additional information about the Director candidates and their respective qualifications begins on page 5.

LOGO

               Committee Membership*
Name    Age*    Director
Since
  Primary Occupation   Independent     Audit   

Corporate

  Governance  

and Policy

   Finance   Human
  Resources  

Shellye L. Archambeau

   56      2013  

 

Former Chief Executive Officer,

MetricStream, Inc.

 LOGO LOGO LOGO    

Mark T. Bertolini

   62      2015  

Former Chairman and

Chief Executive Officer, Aetna Inc.

 LOGO     LOGO LOGO

Vittorio Colao

   57    —    

Former Chief Executive,

Vodafone Group Plc

 LOGO        

Melanie L. Healey

   57      2011  Former Group President of
The Procter & Gamble Company
 LOGO   LOGO   LOGO

Clarence Otis, Jr.

Lead Director

   62      2006  

Former Chairman

and Chief Executive Officer,

Darden Restaurants, Inc.

 LOGO LOGO   LOGO LOGO

Daniel H. Schulman

   61      2018  

President and Chief Executive Officer,

PayPal Holdings, Inc.

 LOGO       LOGO

Rodney E. Slater

   64      2010  

Partner,

Squire Patton Boggs LLP

 LOGO   LOGO   LOGO

Kathryn A. Tesija

   56      2012  Former Executive Vice President and Chief Merchandising and Supply Chain Officer, Target Corporation LOGO LOGO LOGO    

Hans Vestberg

Chairman

   53      2018  

Chairman and Chief Executive Officer,

Verizon Communications Inc.

          

Gregory G. Weaver

   67      2015  

Former Chairman and

Chief Executive Officer,

Deloitte & Touche LLP

 LOGO LOGO  LOGO   LOGO  

*

Ages and Committee memberships are as of March 18, 2019

LOGO

Committee Chair        LOGO Audit Committee Financial Expert

Verizon 2019 Proxy Statement    v


 Proxy Summary

 Agenda and Voting Recommendations

    LOGO

Item 2

Ratification of Auditors

 

 

The Board of Directors recommends that you voteFORratification.

 

We are asking shareholders to ratify the Audit Committee’s appointment of Ernst & Young LLP as Verizon’s independent registered public accounting firm for 2019.2022. Information on fees paid to Ernst & Young in 20182021 and 20172020 appears on page 26.53.

    LOGO

LOGO   

 

Item 3

Advisory Vote to Approve Executive CompensationItems 4-7: Shareholder proposals

 

The Board of Directors recommends that you voteFOR this proposal.AGAINST

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 29.

    LOGO   

Items 4-8

Shareholder Proposals

The Board of Directors recommends that you voteAGAINST each of the shareholder proposals.

 

In accordance with SEC rules, we have included in this proxy statement proposals submitted by shareholders for consideration. The proposals can be found beginning on page 73.

58.

 

viVerizon 2019 Proxy Statement


Verizon 2022 Proxy Statement

We are mailing this proxy statement to our shareholders beginning on March 18, 2019. 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 2019 Annual Meeting of Shareholders and encourages you to read this proxy statement and vote your shares promptly.

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Governance

Item  1: Election of Directors

Our approach to Board and Principles of Good Governancecomposition

We believe that good governance starts with an independent, effective and diverse Board leadership.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. 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. Diversity is one critical element of board composition that Verizon has focused on over the years in our refreshment and succession planning processes, as well as in our Board leadership structure. Women compriseone-third of our current Board.

Strategy and risk oversight. We recognize 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 these policies and procedures are functioning as intended, and that necessary steps are taken to create a culture of risk-aware decision making throughout the organization. Through its oversight role, the Board sends 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 hear from them on their thinking on a range of topics not just limited to the shareholder proposals we receive during proxy season. In 2018, our Board discussed with shareholders long-term strategy oversight, CEO succession, sustainability and corporate responsibility, Board composition and refreshment, the relationship between our compensation program and our long-term strategy, and transparency into Board practices and priorities.

Verizon 2019 Proxy Statement    1


Governance

Governance Framework

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 16.

The Corporate Governance and Policy Committee ensuresis strategic and purposeful in its approach to refreshment and succession planning. Key factors the Committee considers when nominating Directors include:

Skills and experience – Verizon’s strategy is to extend our network leadership through continued innovation, grow our core business and provide our customers with best-in-class experiences, while maintaining the balanced capital allocation approach and financial discipline that our investors expect of us. In light of the membership, structure, policiesCompany’s strategy and practicesexpected future business needs, the Committee has identified the skills and experience in the table below as important to be represented on the Board as a whole.

•   Consumer/B2B/retail

•   Cybersecurity

•   Financial expertise

•   Marketing

•   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 its committees promoteopportunities impacting our business and helping management achieve better outcomes. In evaluating candidates, the effective exerciseCommittee 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’s role inBoard. See Appendix A for the governanceBoard diversity disclosure required by Nasdaq Rule 5606.

Age and tenure – The Committee believes it is important to bring new perspective 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.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, ourto encourage new viewpoints on the Board, the Board seeks to add at least one new Director every two years on average. Under the Corporate Governance Guidelines, provide a framework forDirector 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 operationsneeds and address key governance practices.the availability of qualified candidates.

Board dynamics The Corporate Governance and Policy Committee monitors best practices and developments in corporate governance, considers the views of Verizon’s shareholders, and periodically recommends changeseach Director candidate’s individual contribution or potential contribution to the Board’s policiesBoard as a whole and practices, including the Guidelines.strives to maintain one hundred percent active and collaborative participation.

1


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

 

Our Board’s independence

Where to Find More Information on Governance at Verizon

LOGO

 

You can find Verizon’s Corporate Governance Guidelines Codeestablish standards for evaluating Director independence and require that a substantial majority of Conductthe Directors be independent. The Board determines the independence of each Director under New York Stock Exchange (NYSE) and other corporateNasdaq governance materials, including Verizon’s certificatestandards, as well as the more stringent standards included in the Guidelines. These standards identify the types of incorporation, bylaws, committee chartersrelationships that, if material, could impair independence, and policies,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. You can request copiesThe 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, Ms. Healey, Mr. Narasimhan, Mr. Otis, Mr. Schulman, Mr. Slater, Ms. Tomé and Mr. Weaver. The Board also determined that Mr. Vittorio Colao, who served as a Director until February 13, 2021, was 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 of Mr. Bertolini, Mr. Narasimhan, Mr. Schulman and Ms. Tomé each made payments to Verizon for telecommunications services during 2021. In addition, during 2021 Verizon made payments to Mr. Bertolini’s employer for fees relating to investment of pension plan assets, to Mr. Schulman’s 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 materialsgeneral business transactions and relationships are not material and did not impair the ability of the Director to act independently.

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 given under “Contacting Verizon.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.

     

Business Conduct and Ethics

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 Officer 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. 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 officers or Directors. In the unlikely event of a waiver, we will promptly disclose the Board’s action on our website.

Related Person Transactions

The Board has adopted the Related Person Transaction Policy that is included in the 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.

From time to time Verizon has employees who are related to our executive officers or Directors. Mr. McAdam, who served as CEO until August 1, 2018 and as Executive Chairman from that time until December 31, 2018, has a child who is employed by a Verizon subsidiary and earned approximately $144,000 in 2018. Mr. Stratton, who served as Executive Vice President and President – Global Operations until June 7, 2018 and as Executive Vice President from that time until December 31, 2018, has a child who is employed by a Verizon subsidiary and earned approximately $245,000 in 2018, and anin-law who is employed by a Verizon subsidiary and earned approximately $209,000 in 2018. 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.

 

2Verizon 2019 Proxy Statement


Governance

Corporate Responsibility and Board Oversight

LOGO

“Verizon is delivering the promise of the digital world by enabling people, businesses and society to innovate
and drive positive change.”

 

    

 

Corporate Responsibility

What ESG skills and Board Oversightexperience do our Directors bring to the boardroom?

 

At its core, our business connects people with each otherESG is increasingly incorporated into strategic and the world around them. Our technology powers connections that enable people to do amazing things. That is why we are committed to helping our customers turn innovative ideas into reality and help build a brighter future. Verizon is ever consciousoperational decision-making at Verizon. Each of our global impact. OurCorporate Responsibility Report discusses our programsDirectors has skills and practices designed to promote ethical business practices, good corporate governance, and the well-being and healthexperience in one or more aspects of our environment, employees, customers and communities. The Report and other information on Verizon’s commitment to responsibility and sustainability are posted on our website atwww.verizon.com/about/responsibility.ESG, including:

 

Our Board recognizes the importance of our•   access and affordability;

•   business ethics and compliance;

   corporate responsibilitysocial responsibility;

•   cybersecurity, data security and privacy;

•   diversity, equity and inclusion;

•   environmental sustainability, policiesincluding renewable energy;

•   governance;

•   network reliability and practicesresilience;

•   regulatory and the need to provide effective oversight in these areas. OurCorporate Governance and Policy Committee maintains formal oversight responsibilities by periodically reviewing Verizon’s position and engagement on important public policy issues that may affect our business and reputation, including those relating to corporate responsibility, sustainability, political contributions, lobbying activities and others, and reports to the full Board on these matters. The Committee also formally reviews the state of corporate responsibility at Verizon with ourChief Corporate Responsibility Officer each year.trends;

 

In 2018, Verizon established a new management body called theResponsible Business Council, chaired by the CEO, to oversee theintegration of responsible practices as a core operating principle.Mr. Vestberg believes that a corporation that is purposefully operating at the intersection of economic, environmental•   risk management; and societal accountability creates greater long-term value for its shareholders. The Chief Corporate Responsibility Officer reports on the Council’s activities to the full Board at least annually.

•   talent development.

Diversity and Inclusion

At Verizon, we understand that our success as a company is grounded in a respect for and encouragement of diverse viewpoints. In order to connect people across the world, we know we need to tap into the diversity of thoughts, capabilities, background and cultures among our team members, suppliers and customers. We are committed to diversity and equality in all areas of our business, including hiring and compensation. Since Verizon was founded, ourHuman Resources Committee has included adiversity target as one of theperformance measures for employees’ short-term incentive awards. As a company, we believe in pay equity. Toward that end, we have adopted aPay Equity Commitment that can be found on our website atwww.verizon.com/about/our-company/company-policies. As part of this commitment, Verizon pledges to identify and promote best practices in compensation, hiring, promotion and career development; to develop strategies to reduce unconscious bias; and to make hiring, promotion and compensation decisions that promote pay equity.

Verizon 2019 Proxy Statement    32


Governance

Corporate Responsibility and Board OversightVerizon 2022 Proxy Statement

 

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

 

Human Rights

Support for universal human rights has long been and will continue to be a core value and a significant part of the way in which Verizon conducts business. In 2009, Verizon committed to respecting human rights as defined in foundational instruments such as the Universal Declaration of Human Rights. Our commitments to human rights are formally expressed in ourCredo, ourCode of Conduct, ourHuman Rights Policyand our Supplier Code of Conduct. Verizon strives to create an environment of respect, integrity and fairness for our employees and customers wherever we do business, and we expect our business partners to operate the same way. Verizon’s Human Rights Policy is consistent with the spirit and intent of widely recognized international human rights principles, including those enshrined in the Universal Declaration of Human Rights. Our Supplier Code of Conduct mandates that our partners and suppliers, both locally and globally, conduct their operations not only in compliance with applicable laws but in an ethically responsible manner. Verizon’s Board of Directors oversees our policies relating to human rights as well as ethical issues with regard to our suppliers.

In order to support our efforts to operate in accordance with these standards, Verizon has launched a Business & Human Rights Program. This Program, which is based on an initiative created ten years ago at Yahoo prior to our acquisition of that company, strives to systematically embed human rights considerations into responsible business decision-making processes across the company. Critically, this work is informed by engagement with external networks and experts from around the globe.

Environmental

At every level of Verizon — from the way we operate our business to how we develop our products and services to how we pay our employees — we work to minimize our environmental impact. We measure our progress bytracking our carbon intensity — the amount of carbon our business emits divided by the terabytes of data we transport over our networks. Our current goal is to reduce our carbon intensity by 50% over the 2016 baseline by 2025, even as we grow our business. We intend to accomplish this through network upgrades and investing in renewable sources of energy. We now generate over 22 megawatts ofgreen energy in the United States every year, and our goal is to implement an additional 24 MW of green energy aton-site locations by 2025. We are working towards sourcing renewable energy equivalent to 50% of our total electricity usage by 2025. Verizon is one of the few companies in our peer group that includes asustainability target as one of the performance measures for management employees’ short-term incentive compensation awards. TheHuman Resources Committee has used a sustainability metric for compensation purposes since 2014.

4Verizon 2019 Proxy Statement


Item 1: Election of Directors

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.

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 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 information on the Corporate Governance section of our website atwww.verizon.com/about/investors.

The Committee specifically reviews the qualifications of each candidate for election orre-election. For incumbent Directors, this review includes the Director’s understandingparticipation in and contributions to the activities of Verizon’s businessesthe Board, the Director’s independence and the environment within which Verizon operates,past meeting attendance and participation at meetings,whether the Director’s skills and independence.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 were considered by 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 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.

Shareholders wishing to nominate a Director should follow the procedures set forth in Verizon’s bylaws and summarized beginning on page 87.69.

Director Criteria, Qualificationscriteria, qualifications and Experienceexperience

To be eligible for consideration, any proposed candidate must:

 

Be ethicalPossess exemplary ethics and integrity

 

Have proven judgment and competence

 

Have professional skills and experience in dealingthat align with a large, multi-faceted organization or in dealing with complex problems thatthe needs of Verizon’s long-term business strategy and complement the background and experience already represented on ourthe Board and that meet Verizon’s needs

Verizon 2019 Proxy Statement    5


Item 1: Election of Directors

Director Criteria, Qualifications and Experience

 

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 philosophyconstituency or constituencyperspective

 

Be willing and able to devote sufficient time to fulfill responsibilities to Verizon and our shareholders

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 nominating Directors and refreshing the Board include:

Diversity – The Committee recognizes that a diverse set of viewpoints and practical experiences enhances the effectiveness of our Board. In evaluating 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.

Experience – The Committee strives to maintain a Board with a wide range of leadership experience and skills relevant to Verizon’s strategic vision.

Age and tenure – Under the 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. The Committee also considers the tenure of each incumbent Director and the average tenure of the Board in an effort to maintain a Board that balances the fresh perspective and ideas of newer Directors with the deep insight into the Company that longer tenured Directors have developed.

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.

Board Diversity and Experience*

LOGO

*

As of March 18, 2019

9 Current / Former CEO 11 Operational 11 Strategic Planning 5 Hispanic / African American 6 Risk Management 4 Women 5 Accounting / Finance 8 Consumer / Customer Experience 12 Public Board Service 4 Technology / IT / Telecoms

6Verizon 2019 Proxy Statement


Item 1: Election of Directors

Independence

Board Tenure*

LOGO

Average Tenure: 7.7 years Median Tenure: 6.8 years Average Age* 62 1 50-55 years 3 56-60 years 5 61-65 years 3 66-72 years

*

As of March 18, 2019

IndependenceElection process

Verizon’s Corporate Governance Guidelines establish standardsDirectors are elected annually for evaluating Director independencea 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 thatDirectors to be elected by 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 includedvotes cast 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/investors. 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 thenon-employee Director candidates are independent: Ms. Archambeau, Mr. Bertolini, Mr. Colao, Ms. Healey, Mr. Otis, Mr. Schulman, Mr. Slater, Ms. Tesija and Mr. Weaver. The Board also determined that Mr. Carrión and Ms. Keeth, who are not standing for re-election, Dr. Kley, who served as a Director until May 3, 2018, and Mr. Wasson, who served as a Director until October 1, 2018, were independent.

The employers or former employers of Mr. Bertolini, Mr. Schulman and Mr. Slater all made payments to Verizon for telecommunications services and solutions during 2018. In addition, Verizon made payments to Mr. Schulman’s employer for processing fees relating to payments to and from our customers in connection with Verizon Wireless services and devices, and to Mr. Bertolini’s former 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.

Verizon 2019 Proxy Statement    7


Item 1: Election of Directors

Nominees for Election

uncontested election.

Nominees for Electionelection

Our Board has nominated the 1011 candidates below for election as Directors. Except forDirectors, all of whom currently serve as Directors of Verizon. In June 2021, the Board elected Mr. Colao, whoNarasimhan as an independent Director, effective July 1, 2021; he was recommended by an executive search firm retained by the Corporate Governance and Policy Committee. In August 2021, the Board elected Ms. Tomé as an independent Director, effective September 1, 2021; she was known to the Company as a result of his tenureher prior service on the Verizon Wireless Board of Representatives, all of the candidates currently serve as Directors of Verizon. Mr. Schulman was appointed to the Board in September 2018 as an independent Director and was identified by an executive search firm retained by the Company. After completing the evaluation process described above, the Corporate Governance and Policy Committee and our Board concluded that these candidates should be nominated for election orre-election, as the case may be. 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.2020.

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. We have included career highlights and the key skills and experience that we believe each Director nominee brings to our Board, as well as their 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.

 

 LOGO

LOGO    

The Board of Directors recommends that you voteFOR the election of thesethe following Director candidates.

 

 

8Verizon 2019 Proxy Statement3


Item 1: Election of Directors

Nominees for Election

Verizon 2022 Proxy Statement

 

LOGOProxy
summary
 

Governance

 Executive
compensation
 LOGOAudit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Independent Director since: 2013

Age: 56

Committees:

Audit

Corporate Governance and Policy (Chair)Shellye Archambeau

 

   

Independent Director since: 2015

Age: 62

Committees:

Finance (Chair)

Human ResourcesRoxanne Austin

 

LOGO

Ms.Independent Director since: 2013

Age: 59

Committees:

Audit

Corporate Governance and Policy (Chair)

LOGO

Independent Director since: 2020

Age: 61

Committees:

Audit

Finance

Key skills and experience:

   ArchambeauLeadership is: Highly regarded and accomplished executive with over 30 years of experience building and scaling consumer and B2B businesses in the formertechnology industry. As CEO of MetricStream, led the company’s transformation into a leader in Governance, Risk and Compliance solutions.

   Marketing: Served as Chief ExecutiveMarketing 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:

   MetricStream Inc., a leading provider of governance, risk, compliance and quality management solutions to corporations across diverse industries. She served in this role from the time she joined MetricStream in 2002 until 2018. Prior to that, Ms. Archambeau

¡   Chief Executive Officer (2002-2018)

•   Executive Positions at Loudcloud, Inc., NorthPoint Communications, Blockbuster Inc. and IBM (domestic and international) (1984-2002)

Other public company boards:

Nordstrom, Inc. (since 2015)

Okta, Inc. (since 2018)

Roper Technologies, Inc. (since 2018)

Key skills and experience:

   Leadership: Seasoned leader who served as Chief Marketing OfficerCEO of Move Networks, President and Executive Vice PresidentCOO of SalesDIRECTV, and CFO of Hughes Electronics. Named 2018 Director of the Year – Corporate Leadership and Service by the Forum for Loudcloud, Inc., Chief Marketing OfficerCorporate Directors and one of NorthPoint Communications,the most influential directors in the board room by the National Association of Corporate Directors in 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 Presidentoperating roles in a range of Blockbuster Inc.’se-commerce division. Before she joined Blockbuster, she held domestic and international executive positions during a15-year career at IBM. Ms. Archambeau has servedtechnology industries, including service as a director of Okta, Inc. since December 2018, Roper Technologies, Inc. since April 2018CrowdStrike, a leader in cloud-delivered endpoint protection.

   Financial expertise: Developed a comprehensive background in finance and Nordstrom, Inc. since 2015. She also servedaccounting as a directorpublic company audit committee member, CFO of Arbitron, Inc. from 2006 to 2013.Hughes Electronics and a partner at Deloitte & Touche LLP. Chairs the U.S. Mid-Market Advisory Committee of EQT Partners.

 

Qualifications: Ms. Archambeau provides   Strategic planning: Oversaw a dramatic turnaround of the Boardbusiness within one year of her arrival at DIRECTV, with valuable knowledge oftechnology,e-commerce, digital mediacash flow increasing from negative $400 million annually to cash flow positive by $400 million, and communications platforms. Her experiencesrevenue increasing by 40%. Overhauled customer service at DIRECTV, resulting in the Silicon Valley emerging company community, as well as her prior experience at IBM, provide her withglobal perspectives on developing andmarketing emerging technology applications and solutions.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:public company boards:

Nordstrom,

Abbott Laboratories Inc. (since 2000)*

Okta,AbbVie, Inc. (since 2013)

RoperCrowdStrike Holdings, Inc. (since 2018)

Freshworks Inc. (since September 2021)

Teledyne Technologies Inc.Incorporated (2006-April 2021)

Target Corporation (2002-2020)

Ericsson (2008-2016)

*   Ms. Austin will not stand for re-election to the Abbott Laboratories Board of Directors at the end of her current term expiring at the April 29, 2022 annual shareholders meeting.

4


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Mark Bertolini

 

   

Melanie Healey

LOGO

Mr.Independent Director since: 2015

Age: 65

Committees:

Finance (Chair)

Human Resources

LOGO

Independent Director since: 2011

Age: 60

Committees:

Corporate Governance and Policy

Human Resources

Key skills and experience:

   BertoliniLeadershipis: 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. Following his service on the former Chairman and ChiefBoard of Bridgewater Associates, the world’s largest hedge fund, named Co-Chief Executive Officer of Bridgewater in 2022.

   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:

•   Co-Chief Executive Officer of Bridgewater Associates, LP, a global investment management firm (January 2022-present)

•   Aetna Inc., a multi-national, Fortune 100 diversified healthcare benefits company. He served as Aetna’s CEO from 2010 to 2018, ascompany

¡   Chairman from 2011 to 2018, and as(2011-2018)

¡   Chief Executive Officer (2010-2018)

¡   President from 2007 to 2010, where he was responsible for all of Aetna’s businesses and operations across the company’s range of healthcare products and related services. He also served as(2007-2010)

¡   Other Executive Vice President and head of Aetna’s regional businesses. Mr. Bertolini joined Aetna in 2003 as head of Aetna’s Specialty Products after holding executive positionsPositions (2003-2007)

•   Executive Positions at Cigna, NYLCare Health Plans and SelectCare, Inc. Mr. Bertolini has served as a director of CVS Health Corporation since November 2018.

 

Qualifications:Mr. Bertolini’s experience at a large,multinational corporation provides the Board with valuableoperational and management expertise, as well as critical perspective onstrategic planning. His experience as Chairman and CEO of Aetna provides the Board with additional insights into the healthcare industry.Other public company boards:

 

Other Public Company Boards:

CVS Health Corporation (2018-2020)

Key skills and experience:

   Leadership: Accomplished, consumer-focused executive with substantial global experience and a track record of delivering growth, driving operational improvements and launching successful product innovations over a 33-year career at 3 global iconic consumer product brand companies, including leading a global business for 6 years.

   Consumer/B2B/retail: Gained deep and valuable branding, distribution and operating experience with consumer wellness products on a global scale over a long career at 3 different multi-national organizations in the consumer goods industry (Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons). Continues to focus on the consumer/retailing sector through service on the Target board of directors and on a globally recognized consumer and B2B brand through service on the board of Hilton, which has over 6,000 properties in over 100 countries and territories.

   Marketing: Brings a multi-cultural and multi-national perspective acquired from working 18 years internationally to corporate strategy with respect to brand building, new product and commercial innovation and the consumer experience, as well as experience with managing large and complex marketing budgets.

   Strategic planning: As Group President of North America at Procter & Gamble, oversaw multi-year strategic planning for the largest division of the company, with over $32 billion in annual sales, and reversed a decline in sales after assuming that role.

Career highlights:

•   The Procter & Gamble Company, a leading provider of branded consumer packaged goods

¡   Group President (2007-2015)

¡   Other Executive Positions (1990-2015)

•   Johnson & Johnson (1986-1990)

•   S.C. Johnson & Sons (1983-1986)

Other public company boards:

Hilton Worldwide Holdings Inc. (since 2017)

PPG Industries, Inc. (since 2016)

Target Corporation (since 2015)

 

Verizon 2019 Proxy Statement    95


Item 1: Election of Directors

Nominees for Election

Verizon 2022 Proxy Statement

 

Proxy
summary

LOGOGovernance

 Executive
compensation
 Audit
matters
 

LOGOStock
ownership

Shareholder
proposals
Additional
information

Independent Director nominee

Age: 57

Mr. Colao is the former Chief Executive of Vodafone Group Plc, a global mobile communications company. He served in this role from 2008 to October 2018. During his long tenure with the Vodafone Group beginning in 1999, Mr. Colao held numerous executive positions, including serving as the Regional Chief Executive Officer for Southern Europe, Middle East and Africa. He left the company in 2004 to serve as Chief Executive Officer of RCS MediaGroup, a leading Italian publishing company. Mr. Colao rejoined the Vodafone Group in 2006 as Deputy Chief Executive and Chief Executive, Europe and was appointed to the Vodafone Board. Mr. Colao has served as a director of Unilever since 2015.

Qualifications: Mr. Colao provides the Board with a valuableglobal perspective on thetelecommunications industry, as well as extensive relatedoperational and capital allocation experience. He has unique insight intoVerizon’s wireless business as a result of his five-year tenure on the Verizon Wireless Board of Representatives when Verizon Wireless was still a joint venture between Vodafone and the Company.

Other Public Company Boards:

Unilever PLC and Unilever N.V.Laxman Narasimhan

 

   

Clarence Otis, Jr. (Lead Director)

LOGO

Independent Director since: 2011 2021

 

Age: 57 54

 

Committees:

Audit

Corporate Governance and Policy

LOGO

Human Resources

Independent Director since: 2006

 

Ms. HealeyAge: is the former Group President of The Procter & Gamble Company, one of the leading providers of branded consumer packaged goods. She served in this role from 2007 to 2015. During her tenure at Procter & Gamble beginning in 1990, Ms. Healey held a number of positions of responsibility, including Group President and advisor to the Chairman and CEO, Group President of North America and Group President for the Global Feminine and Health Care Sector. Ms. Healey has served as a director of Hilton Worldwide Holdings Inc. since 2017, PPG Industries, Inc. since 2016 and Target Corporation since 2015.65

 

Qualifications:Ms. Healey provides the BoardCommittees:

Audit

Finance

Human Resources

Key skills and experience:

   Leadership: Insightful and strategic leader with valuablestrategic, branding, distribution and operatingwide experience on aglobal scale obtained over her32-year career inacross the consumer goods industry. Her deepsector and a proven track record in developing purpose-led brands, including as chief executive of Reckitt Benckiser Group Plc, a FTSE 12 listed British multinational 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 experience inmarketing and operations, including her 18thought leadership in complex global consumer-facing businesses as a result of a career approaching 30 years outsidein the space. Prior to joining Reckitt Benckiser and PepsiCo, spent 19 years at McKinsey & Company, focusing on its consumer, retail and technology practices in the United States, provides the Board with strategicAsia and operational leadership and critical insights intobrand building and consumer marketing trends globally.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 Other Public Company Boards:COVID-19

Hilton Worldwide Holdings Inc.

PPG Industries, Inc.

Target Corporation pandemic.

 

10Verizon 2019 Proxy Statement


Item 1: Election of Directors

Nominees for Election

   Strategic planning: Articulated corporate purpose and drove strategic change while transitioning into the leadership role at Reckitt Benckiser during the COVID-19 pandemic. Eliminated complexity and simplified operations in order to remain agile and manage surging demand for certain consumer products during the pandemic.

 

LOGOCareer highlights:

•   Chief Executive Officer of Reckitt Benckiser Group Plc, a global consumer-goods company (2019-present)

•   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)

•   McKinsey & Company (1993-2012)

Other public company boards:

Reckitt Benckiser Group Plc (since 2019)

   

LOGO

 

Independent Director since: 2006Key skills and experience:

 

Age: 62

Committees:

Audit

Finance

Human Resources

Mr.   OtisLeadershipis the former Chairman and Chief Executive Officer of: Led Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world. He servedworld, 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 Restaurantsbeing recognized by Fortune magazine for four consecutive years during his tenure as one of its 100 Best Companies to Work For.

   Consumer/B2B/retail: Brings deep and valuable insights into consumer services and retail operations gleaned from 2004 to 2014his experience leading a Fortune 500 company that owned well-known national consumer brands including Olive Garden, LongHorn Steakhouse, Red Lobster and as Chairman from 2005 to 2014. After joining Darden in 1995 as Vice PresidentCapital Grille. Further consumer and Treasurer, Mr. Otis served in a number ofretail 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 responsibility, including Chief Financial Officer, Executive Vice President, and President of Smokey Bones Barbeque & Grill, a restaurant concept formerly owned and operated by Darden. Mr. Otis also servedincreasing seniority over 12 years, the CFO role at Darden, serving as a directorDirector of the Federal Reserve Bank of Atlanta from 2010 to 2015. He has servedand 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 director of The Travelers Companies, Inc. since 2017 and VF Corporation since 2004. He has also been a directorTrustee of 138 funds within the MFS Mutual Funds complex since 2017.Fund complex.

 

Qualifications:Mr. Otis provides the Board with valuable insight intoconsumer services, retail operationsand financial oversight. His experience over his 20 years atCareer highlights:

   Darden Restaurants, provides him with critical perspectives onInc.

operations, strategy and management¡   Chairman (2005-2014)

¡   Chief Executive Officer (2004-2014)

¡   Other Executive Positions (1995-2014)

•   Director of a complex organization and a large-scale workforce, and his board service at the Federal Reserve Bank of Atlanta and The Travelers Companies provides extensiverisk managementexpertise.(2010-2015)

 

•   Investment banker and lawyer specializing in securities and finance

Other Public Company Boards:public company boards:

The Travelers Companies, Inc. (since 2017)

VF Corporation (since 2004)

MFS Mutual Funds complex (since 2017)

6


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Daniel Schulman

 

   

Rodney Slater

LOGO

Independent Director since: 2018

 

Age: 61 64

 

Committees:

Human Resources (Chair)

LOGO

Independent Director since: 2010

 

Mr.Age: 67

Committees:

Corporate Governance and Policy

Human Resources

Key skills and experience:

   SchulmanLeadershipis President: Successful and Chief Executive Officerdynamic 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 has approximately 415 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 has achieved significant revenue growth and stock price appreciation.

   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:

   PayPal Holdings, Inc., a leading online payments company. He has served in this role since 2015,company

¡   President and served asChief Executive Officer (2015-present)

¡   President andCEO-Designee of PayPal from 2014 to 2015. Prior to this, Mr. Schulman was (2014-2015)

   Group President of the Enterprise Group at American Express Company from 2010 to 2014. He was(2010-2014)

   President of the Prepaid Group at Sprint Nextel Corporation from 2009 to 2010 following its acquisition(2009-2010)

•   Founding CEO of Virgin Mobile USA, Inc., where he was the company’s founding CEO beginning in 2001. Earlier in his career, Mr. Schulman was (2001-2009)

   President and CEO of Priceline Group, Inc., and held various positions of responsibility during an18-year career at AT&T, Inc.,

•   Various Executive Positions, including President of the Consumer Markets Division. He has served as a director of PayPal since 2015 and as a director and independent chairman of the board of Symantec Corporation since 2000 and 2013, respectively. He also served as a director of FLEX LTD. from 2009 to 2018.Division, at AT&T, Inc.

 

Qualifications:Mr. Schulman’s role as CEO of PayPal and as founding CEO of Virgin Mobile provide the Board with extensive experience inmobile technology and innovation, as well as critical perspectives onbusiness development and strategy. In addition, his leadership experience in thewireless and telecommunications sectors and cybersecurity arena provides the Board with critical industry perspectives on Verizon’s business, challenges and opportunities.Other public company boards:

 

Other Public Company Boards:

PayPal Holdings, Inc. (since 2015)

Symantec Corporation (2000-2019)

FLEX LTD. (2009-2018)

Key skills and experience:

 

   Leadership: 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 visionary 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:

•   Partner, Squire Patton Boggs LLP, a law firm (2001 to present)

•   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:

EVgo Inc. (since July 2021)

Stagwell Inc. (since August 2021)

Kansas City Southern (2001-2019)

Transurban Group (2009-2018)

 

Verizon 2019 Proxy Statement    117


Item 1: Election of Directors

Nominees for ElectionVerizon 2022 Proxy Statement

 

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Carol Tomé

Hans Vestberg (Chairman)

LOGO

Independent Director since: 2021

Age: 65

Committees:

Finance

LOGO

Director since: 2018

Age: 56

Key skills and experience:

   Leadership: After being appointed CEO of UPS in June 2020, led the company through an unprecedented surge in demand for services, while improving competitiveness and reducing bureaucracy. 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 security function.

   Consumer/B2B/retail: Proven track record in growing and innovating at both consumer and B2B businesses with large geographic footprints and employee bases. Reinvigorated Home Depot’s consumer business while navigating the Great Recession and housing crisis. Championed Home Depot’s initiative designed to grow the B2B side of its business.

   Financial expertise: Gained extensive and deep corporate finance expertise during her tenure at Home Depot and 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.

   Strategic planning: As CEO of UPS, navigated the immense challenges and opportunities of the delivery and logistics business during the COVID-19 pandemic. 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

o   Executive Vice President – Corporate Services and Chief Financial Officer (2007-2019)

o   Chief Financial Officer (2001-2007)

o   Other Executive Positions (1995-2001)

•   Federal Reserve Bank of Atlanta

o   Director (2008-2013)

Other public company boards:

United Parcel Service, Inc. (since 2003)

Cisco Systems, Inc. (2019-2020)

Certain Fidelity Mutual Funds (2017)

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 the United Nations Foundation that actively works with the U.N.’s Sustainable Development Goals.

   Strategic planning: 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:

•   Verizon Communications Inc.

¡   Chairman (2019 to present) and Chief Executive Officer (2018 to present)

¡   Executive Vice President, President – Global Networks and Chief Technology Officer (2017-2018)

•   Ericsson

¡   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 May 2021)

Hexagon AB (2017-2018)

8


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Gregory Weaver

LOGO

Independent Director since: 2015

Age: 70

Committees:

Audit (Chair)

Finance

Key skills and experience:

   Leadership: Twice elected by fellow partners to serve as Chairman and CEO of Deloitte & Touche LLP’s audit and enterprise risk services practice in the U.S., overseeing all operations, regulatory interaction and quality control for all audit and risk consulting clients. Led the firm through significant change in the accounting industry resulting from the passage of the Sarbanes-Oxley Act.

   Financial expertise: Gained comprehensive public accounting experience at the highest level and substantial financial expertise over his 40 year career at Deloitte & Touche and as the lead audit partner for several of its largest clients, as well as through serving as a Trustee of the Goldman Sachs Trust.

   Risk management: Developed a deep understanding of vertical and horizontal risk exposures – within companies and across industries – through providing enterprise risk services. Also led Deloitte & Touche through assessments of its own audit risk exposures.

   Strategic planning: As a member of Deloitte’s Board of Directors and numerous management committees, helped shape strategic organizational priorities and relationships with regulators.

Career highlights:

•   Deloitte & Touche LLP, the accounting, auditing and risk advisory subsidiary of Deloitte LLP

¡   Chairman and Chief Executive Officer (2001-2005 and 2012-2014)

¡   Member, Deloitte LLP Board of Directors (2006-2012)

Other public company boards:

Goldman Sachs Trust (since 2015)

9


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

 

LOGO

LOGO

Independent Director since: 2010Our governance framework

 

Age: 64

Committees:

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

Human Resources 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.

 

Mr.Board leadership structure Slater has been a Partner at the law firm Squire Patton Boggs LLP since 2001 practicing in the areas of transportation, infrastructure and public policy. Previously, Mr. Slater served as the U.S. Secretary of Transportation from 1997 to 2001 and as the Administrator of the Federal Highway Administration from 1993 to 1997. Mr. Slater has served as a director of Kansas City Southern since 2001. He also served as a director of Transurban Group from 2009 to 2018 and Atkins plc from 2011 to 2014.

 

Qualifications:Mr. Slater has substantialregulatory and public policy experience at the federal and state levels. Mr. SlaterVerizon’s governance framework provides the Board with valuable insights on public policy issues andthe flexibility to select the appropriate Board leadership on matters involvingmultiple stakeholders. He also providesstructure for the Company. In making this leadership structure determination, the Board with perspectives onstrategic partnershipsconsiders many factors, including the specific needs of the business and legal issues.the long-term interests of our shareholders.

 

Other Public Company Boards:

Kansas City Southern

Independent Director since: 2012

Age: 56

Committees:

Audit

Corporate GovernanceGiven the dynamic and Policy

Ms. Tesijacompetitive 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 and 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 former Executive Vice President and Chief Merchandising and Supply Chain Officer of Target Corporation, the second largest discount retailer in the United States. She served in this role from 2008 to 2015. During her tenure at Target beginning in 1986, Ms. Tesija served in numerous positions of responsibility, including Director Merchandise Planning, Senior Vice President, Hardlines Merchandising, and Strategic Advisor. Ms. Tesija has served on the board of Woolworths Group Limited since 2016.

Qualifications:Ms. Tesija provides the Board with valuablelarge-scale global merchandisingand supply chain experience, as well asoperational perspectives and strategic planningexpertise. Her tenure as an executive at Target Corporation provides the Board with additional insights into theretail industry and consumer behavior.

Other Public Company Boards:

Woolworths Group Limited

12Verizon 2019 Proxy Statement


Item 1: Election of Directors

Nominees for Election

LOGO

LOGO

Director since: 2018

Age: 53

Mr. Vestbergis Chairman and Chief Executive Officer of Verizon Communications Inc. Prior to assuming the role of CEO in August 2018 and the role of Chairman in March 2019, Mr. Vestberg served as Executive Vice President, President – Global Networks and Chief Technology Officer of Verizon from 2017, where he was responsible for developing the architecture for Verizon’s fiber-centric networks. Before joining Verizon in 2017, Mr. Vestberg served as President and Chief Executive Officer of Ericsson, a multinational networking and telecommunications equipment and services company, from 2009 and as Chief Financial Officer from 2007. He held various other positions of responsibility at Ericsson after joining the company in 1991. Mr. Vestberg also served as Vice Chairman of Hexagon AB from 2017 to 2018.

Qualifications:Mr. Vestberg provides the Board with extensive experience in numerous areas of thetelecommunications industry, as well as criticalglobal perspectives developed while holding leadership positions on four continents while at Ericsson. As CEO of Verizon, he provides the Board within-depth knowledge ofVerizon’s business and industry, as well as itschallenges and opportunities.

Independent Director since: 2015

Age: 67

Committees:

Audit (Chair)

Finance

Mr. Weaver was Chairman and Chief Executive Officer of Deloitte’s audit and enterprise risk services firm, Deloitte & Touche LLP, from 2012 to 2014 and from 2001 to 2005. From 2006 to 2012, he served on the board of directors of Deloitte’s U.S. organization and on its Governance, Compensation and Succession Committees. During Mr. Weaver’s 40 years of experience at Deloitte, including 30 years as a partner, he served as lead client service partner, audit partner and advisory partner for several of Deloitte & Touche’s largest clients. Mr. Weaver has served on the board of trustees of the Goldman Sachs Trust since 2015.

Qualifications:Mr. Weaver provides the Board with significant expertise in the areas ofpublic accounting, risk management and related regulatory matters, which he developed over a long career with a leading audit firm. He also brings to the Board valuable experience with theoperational and governance issues faced by alarge, complex organization like Verizon.

Other Public Company Boards:

Goldman Sachs Trust

Verizon 2019 Proxy Statement    13


Board and Committees

Board Leadership

Verizon’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. We have historically combined the roles of Chairman and Chief Executive Officer, and our Board has been satisfied that a combined Chairman and CEO structure has served our shareowners well over time.

In June 2018, the Board elected Mr. Vestberg to succeed Mr. McAdam as CEO effective August 1, 2018, and appointed him to the Verizon Board. In order to facilitate an orderly succession plan, Mr. McAdam was appointed to continue to lead the Board as a non-independent Chairman. 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 our industry and the vision, energy and experience to position Verizon as the leader of transformational change in the communications ecosystem. Based on these considerations, when Mr. McAdam informed the Board of his decision to not stand for re-election, the Board determined that Mr. Vestberg was best qualified to serve in the role of Chairman.

 

To maintain an appropriate level of independent 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 authority to call Board meetings and executive sessions.responsibilities described under “Role of the Lead Director.” Clarence Otis, Jr. currently serves as Lead Director. AnyThe 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. In addition, 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 may reviewis given the agenda for each Board and committee 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, as well as independent Directors who are fully involved in the Board’s operations and decision making.

  
 

Clarence Otis, Jr.

Lead Director

 

 

LOGO

Role of the Lead Director Responsibilities

•   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

 

•   Approves the schedule and agenda for all Board meetings, in consultation with the Chairman

•   Acts as principal liaison with the Chairman

•   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 constituents,stakeholders, as appropriate

Limiting service on other boards

Based on the evolving role of directors and the need to devote sufficient time to fulfill their responsibilities effectively, the Board Meetingshas adopted 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 Executive Sessionsother Directors should serve on no more than four public company boards.

10


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Board meetings and executive sessions

In 2018,2021, our Board of Directors held nine11 meetings, including seven6 regularly scheduled meetings and two5 special meetings. Our Board met in virtual-only format, as well as in hybrid format, with safety measures in place for those attending in person, allowing for in-person interaction while retaining the flexibility to adapt to continually evolving COVID-19 pandemic circumstances and protocols in 2021.

No incumbent Director attended fewer than 75% percent of the total number of meetings of our Board and the committees to which the Director was assigned.assigned in 2021. Directors standing forre-election are expected to attend the annual meeting of shareholders. In 2018,2021, all nine Directors standing for re-election attended the annual meeting.meeting, which was conducted in a virtual-only format.

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.

14Verizon 2019 Proxy Statement


Board and Committees

Annual Board and Committee Assessments

Annual Board and Committee Assessments

Our Board conducts an annual 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 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 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.

LOGO

The 2018 Board Assessment Process Questionnaire Written questionnaires for the Board and each committee solicit Director feedback on an unattributed basis One-on-One Discussions Candid, one-on-one discussions between the Lead Director and each independent Director elicit further color on the Director's observations and suggestions Private Sessions of Directors Closed session discussions of the Board assessment are facilitated by our Lead Director, and committee assessment discussions are facilitated by the independent committee chairs Reporting A summary of the assessment results are provided to the Board Feedback Incorporated Policies and practices are updated as appropriate per the self-assessment observations and suggestions Ongoing Director suggestions for improvements to the assessment questionnaire and process are incorporated the following year

Verizon 2019 Proxy Statement    15


Board and Committees

Board Committees

Board Committeescommittees

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 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.

 

Where to find more information

You can find information about Verizon’s Directors, Board committees and a video from our Lead Director on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance. You can also access Verizon’s Corporate Governance Guidelines, Code of Conduct and other corporate governance materials, including Verizon’s certificate of incorporation, bylaws, committee charters and policies at that site. You can request copies of these materials from the Assistant Corporate Secretary at the address given under “Contacting us.”

In addition, you can access all of Verizon’s ESG reporting, including our ESG Report, TCFD Report, Transparency Reports, Political Engagement Reports and EEO-1 Report, as well as key company policies, through our ESG Resources Hub at www.verizon.com/about/investors/reporting.

Beyond the boardroom

Engagement outside of Board meetings provides our Directors with additional insight into our business and our industry, and gives them valuable perspectives 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 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 regularly 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.

In 2021, our Directors visited Newlab, a multi-disciplinary technology center and innovation hub at the Brooklyn Navy Yard in Brooklyn, New York, to participate in presentations on 5G use cases and robotics demonstrations.

In 2021, several of our Directors appeared in a special video message from the Board thanking our employees and recognizing them for their efforts navigating the challenges presented by the COVID-19 pandemic. You can watch the video by visiting www.verizon.com/about/news/big-thank-you-v-teamers.

11


Verizon 2022 Proxy Statement

 

Proxy
summary
 

LOGO

Members*

Gregory Weaver(Chair)

Shellye Archambeau

M. Frances Keeth

Clarence Otis, Jr.

Kathryn Tesija

* Gregory Wasson served on the Audit Committee until October 1, 2018.

Meetings in 2018: 11Governance

 Executive
compensation
 Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

 

Audit Committee

 

Key Responsibilitiesresponsibilities and activities

 

•   Assess and discuss with management Verizon’s significant business risk exposures (including those related to cybersecurity, data privacy, data security and bribery and corruption) 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, and oversee the work of the independent registered public accounting firm

 

•   Oversee financial reporting and disclosure matters

 

•   Oversee Verizon’s internal audit function

 

•   Assess Verizon’s compliance processes and programs

 

•   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 relating to accounting, internal accounting controls or auditing matters

 

The Board has determined that each of Ms. Archambeau, Ms. Keeth,Austin, Mr. Narasimhan, Mr. Otis and Mr. Weaver is an audit committee financial expert, and that each member of the Audit Committee meets the independence requirements of applicable law, the NYSE, Nasdaq and Verizon’s Corporate Governance Guidelines. Mr. Wasson was an audit committee financial expert and met the same independence requirements during his tenure on the Audit Committee in 2018.expert.

Members

 

The AuditGregory Weaver (Chair)

Shellye Archambeau

Roxanne Austin

Laxman Narasimhan

Clarence Otis, Jr.

2021 meetings

11

Corporate Governance and Policy Committee Report is included on page 28.

 

  

16Verizon 2019 Proxy Statement


Board and Committees

Board Committees

LOGO

Members

Shellye Archambeau(Chair)

Richard Carrión

Melanie Healey

M. Frances Keeth

Rodney Slater

Kathryn Tesija

Meetings in 2018: 8

Corporate GovernanceKey responsibilities and Policy Committee

Key Responsibilitiesactivities

 

•   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

 

•   Recommend Directors to serve as members of each committee and as committee chairs

 

•   Review potential related person transactions

 

•   Facilitate the annual assessment of the performance of the Board and its committees

 

•   ReviewServe 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 issues, including those relating to political contributions, lobbying activities, and human rights, that may affect our business and reputation including direct and indirect political contributions, lobbying activities, corporate responsibility and sustainability

 

The Board has determined that each member•   Review the activities of the Corporate GovernanceVerizon’s community and Policy Committee meets the independence requirements of applicable law, the NYSE, Nasdaq and Verizon’s Corporate Governance Guidelines.

social impact initiatives, including philanthropic activities

  

Members*

Shellye Archambeau (Chair)

Melanie Healey

Laxman Narasimhan

Rodney Slater

*  Vittorio Colao served on the Committee until February 13, 2021.

2021 meetings

6

12


Verizon 2022 Proxy Statement

 

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Finance Committee

Key responsibilities and activities

•   Monitor Verizon’s capital needs and 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

  

 

LOGOMembers*

 

Members*

Mark Bertolini (Chair)

 

Richard Carrión

M. Frances KeethRoxanne Austin

 

Clarence Otis, Jr.

 

Carol Tomé

Gregory Weaver

 

*  Karl-Ludwig KleyVittorio Colao served on the Finance Committee until May 3, 2018.February 13, 2021.

 

2021 meetings

 

Meetings in 2018: 46

 

Human Resources Committee

 

    

Finance Committee

Key Responsibilities

•   Monitor Verizon’s capital needs and financing arrangements and ability to access the capital markets

•   Monitor expenditures under the annual capital plan approved by our Board

•   Review and approve Verizon’s derivatives policy and monitor the use of derivatives

•   Review Verizon’s insurance and self-insurance programs

•   Oversee the investment of pension assets and the funding of pension and other postretirement benefit obligations

The Board has determined that each member of the Finance Committee meets the independence requirements of applicable law, the NYSE, Nasdaq and Verizon’s Corporate Governance Guidelines. The Board made the same determination for Dr. Kley in 2018.

Verizon 2019 Proxy Statement    17


Board and Committees

Board Committees

LOGO

Members*

Daniel Schulman (Chair)

Mark Bertolini

Richard Carrión

Melanie Healey

Clarence Otis, Jr.

Rodney Slater

* Gregory Wasson served on the Human Resources Committee until October 1, 2018.

Meetings in 2018: 7

Human Resources Committee

Key Responsibilitiesresponsibilities 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 recommendnon-employee Director compensation

 

The Board has determined that each member of the Human Resources Committee meets the independence requirements of applicable law, the NYSE, Nasdaq and Verizon’s Corporate Governance Guidelines. The Board made the same determination for Mr. Wasson in 2018.Members

 

The Compensation Committee Report is includedDaniel Schulman (Chair)

Mark Bertolini

Melanie Healey

Clarence Otis, Jr.

Rodney Slater

2021 meetings

7

13


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Board and committee assessments

Our Board conducts a comprehensive annual assessment to enhance the effectiveness of the Board and its committees and to continue to reflect evolving best practices in their processes. While the assessment process is generally led by the Lead Director, the Board periodically engages a third-party consulting firm to bring an outside perspective to the process. As part of this robust assessment, each Director completes a detailed written questionnaire designed to elicit suggestions for improving Board and committee effectiveness and feedback on a range of issues, including Board leadership, culture, purpose and strategy, composition and structure and risk management. In addition, 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 Board discusses the feedback received from the questionnaires and interviews during an evaluation session facilitated by the Lead Director. The evaluation for 2021 was conducted by the Lead Director and concluded that the Board and its committees are operating effectively. The recommendations to further enhance Board effectiveness, which we addressed, include continued focus on strategic oversight, including 5G measures of success, as well as 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

Online questionnaire on page 51.a range of topics relating to enhancing Board effectiveness

    

 

One-on-one
discussions

Candid, one-on-one discussions between the Lead Director and Directors to elicit additional feedback

Reporting back

A summary of the assessment results provided to the Board

Closed session discussion

Closed session discussion of the assessment results facilitated by the Lead Director

Feedback
incorporated

Policies and practices updated as appropriate to address any suggestions or enhancements per the assessment

LOGO   

LOGO   

LOGO   

LOGO   

Director orientation and continuing education

18Verizon 2019 Proxy StatementWe 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 include presentations by thought leaders and industry experts, formal education sessions, meetings with management subject matter experts, participation in industry forums and site visits.

14


Board and Committees

Risk OversightVerizon 2022 Proxy Statement

 

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

 

Risk Oversight of strategy

RoleAll of our Directors have deep experience and expertise in strategic planning and execution. The Board engages Verizon’s senior leaders in robust discussions about strategic goals and challenges them to execute on the strategic plan, address emerging challenges and disruptions, and promote innovation. In addition to an annual strategy retreat, strategy is allocated substantial time on the agenda for each regular Board meeting. During these reviews, the Board engages with senior management regarding the competitive landscape, operational objectives and challenges and regulatory developments.

Oversight of business risks

While senior management has primary responsibility for managing risk,business risks, 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. Through its oversight role, the Board sends 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.

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,Further, the Board reviews the risks associated with Verizon’s strategic plan throughout the year.

Role of the Committees

EachIn addition, 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.

Audit Committee

•    Oversees the operations of Verizon’s enterprise risk management program, which identifies the primary risks to Verizon’s business, including risks related to cybersecurity, data privacy and data security.

•    Periodically monitors and evaluates the primary risks associated with particular business units and functions.

•    Works with Verizon’s Senior Vice President of Internal Auditing, who helps identify, evaluate and implement risk management controls and methodologies to address identified risks and who functionally reports directly to the Committee.

•    Meets privately at each Audit Committee meeting with representatives from the independent registered public accounting firm, the Senior Vice President of Internal Auditing, and the Executive Vice President of Public Policy and General Counsel.

Corporate Governance and Policy Committee

•    Reviews business and reputational risks relating to Verizon’s position and engagement on important public policy issues, including political contributions, lobbying activities, corporate social responsibility and sustainability.

Finance Committee

•    Assists our Board in its oversight of financial risk management.

•    Monitors Verizon’s capital needs and financing plans and oversees the strategy for managing risk related to currency and interest rate exposure.

•    Reviews and approves Verizon’s derivatives policy and monitors the use of derivatives.

•    Reviews Verizon’s pension and other postretirement benefit obligations, as well as its insurance and self-insurance programs.

Human Resources

Committee

•    Considers the impact of the executive compensation program and of the incentives created by the compensation awards on Verizon’s risk profile.

•    Oversees management’s annual assessment of compensation risk arising from Verizon’s compensation policies and practices.

Based on management’s review, Verizon has concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on Verizon because they are appropriately structured and discourage employees from taking excessive risks.

Verizon 2019 Proxy Statement    19


Enterprise risk management program. The Audit Committee oversees the operations of Verizon’s enterprise risk management program, which identifies the primary risks to Verizon’s business, including risks related to cybersecurity, data privacy and security, and the Company’s supply chain. The Audit Committee periodically monitors and evaluates the primary risks associated with particular business units and functions. As part of Verizon’s annual enterprise risk assessment process, the Audit Committee reviews key business risks with the Chief Financial Officer and the Senior Vice President of Internal Audit. These risks inform Board and CommitteesAudit Committee discussion topics throughout the year.

Risk OversightIn addition, the Audit Committee works with Verizon’s Senior Vice President of Internal Audit, who helps identify, evaluate and implement risk management controls and methodologies to address identified risks and who functionally reports directly to the Committee. The Committee routinely meets privately with representatives from the independent registered public accounting firm, the Senior Vice President of Internal Audit, and the Chief Administrative, Legal and Public Policy Officer.

What about data privacy and cybersecurity risk?

            LOGO
Board and Committee Oversight. Protecting the privacy of our customers’ information and the security of our systems and networks has long been and 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 program relating to privacy and cybersecurity and monitors Verizon’s compliance in the areas of data and privacy protection. To this end, the Board and the Audit Committee receive regular updates on both privacy and cybersecurity matters.
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 dedicatedChief Privacy Officer whose team advises the business on privacy risks and assesses the effectiveness of privacy controls.The Chief Privacy Officer 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 dedicatedChief Information Security Officer 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, vulnerability management, antivirus and malware protection, file integrity monitoring, encryption and access control.The Chief Information Security Officer leads an annual review and discussion with the full Board dedicated to Verizon’s cyber risks and threats and cyber protections and provides updates throughout the year, as warranted.

20Verizon 2019 Proxy Statement


Board and Committees

Risk Oversight

What about reputational risk?

LOGO

As our operating footprint expands, so does our responsibility to consider the impacts of our products and operations on society. New technologies and new markets present considerable opportunities, but also create new risks. 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 Board is mindful of not only how the technologies we build will provide positive experiences for our customers, but also how they could otherwise have unintended consequences. In order to ensure that Verizon is doing everything possible to anticipate and plan for reputational risk, theCorporate Governance and Policy Committee oversees the Company’s handling of business and reputational risks relating to Verizon’s position and engagement on important public policy issues, including political contributions, lobbying activities, corporate social responsibility and sustainability, as well as individual events and incidents that may affect the Company’s reputation.

Strategic Crisis Management.crisis management. In order to position Verizon leadership and the Board to respond to strategic risks and protect Verizon’s core assets in a potential crisis, the Company recently refined itsmaintains a Strategic Crisis Management Program.Program. 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 VerizonStrategic 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 in order to ensure thatencourage employees across the Company are prepared 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, Verizon’s Board maintains aBoard Crisis Response Plan,, which is a structured plan to be used in connection with any crisis that could have a significant strategic impact on the Company’s brand, reputation, finances or legal, political or regulatory position—position – providing a framework for ensuring appropriate Board oversight and assessment of the response to a crisis, while allowing 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 and renewable energy exposures. The Finance Committee reviews and approves the Company’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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Verizon 2022 Proxy Statement

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Executive
compensation
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Oversight of CurrentESG strategy and risks

Our Board recognizes that operating responsibly – minimizing the environmental impact of our operations, protecting the privacy of our customers’ information and respecting human rights by creating an environment of respect, integrity and fairness for our employees and customers wherever we do business – is fundamental to the long-term success of our Company. The Corporate Governance and Policy IssuesCommittee oversees corporate responsibility and sustainability. Verizon has a Chief ESG Officer dedicated to enhancing the Company’s sustainability reporting and stakeholder engagement on environmental, social and governance issues that align with Verizon’s core business strategy. The Chief ESG Officer heads a cross-functional team that focuses on strategic areas including governance, reporting, human rights, environmental sustainability and digital trust and safety and also oversees Verizon’s efforts to deliver on its ESG commitments. The Chief ESG Officer regularly provides the Corporate Reputation.Each year,Governance and Policy Committee with updates on the Company’s ESG priorities, commitments and reporting.

Environmental sustainability and climate. To address climate-related risks, Verizon is 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. We have announced science-based emissions reduction targets for our Scope 1, 2 and 3 emissions and have set ambitious goals to source or generate renewable energy equivalent to 50% of our total annual electricity consumption by 2025 and to achieve net zero operational emissions (Scope 1 and 2) by 2035. The Executive Climate Oversight Committee, composed of Verizon’s Executive Vice President of Public PolicyChief Financial, Chief Administrative, Chief ESG and General CounselChief Sustainability Officers, monitors Verizon’s progress on these initiatives and commitments and recommends changes or enhancements to our climate strategy. Representatives from the Strategy, Network, Fleet, Global Real Estate, Treasury, Sustainability and ESG organizations report to the committee on climate-related issues and initiatives that fall within their responsibilities. The Chief ESG Officer periodically updates the Corporate Governance and Policy Committee on the issues considered by the committee, the Company’s progress in meeting its climate-related commitments, and any significant developments relating to the Company’s strategy for managing climate-related risks.

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 possible laws or regulations that seek to mitigate climate change.

Corporate Governance and Policy Committee: The Corporate Governance and Policy Committee oversees Verizon’s progress on meeting our environmental sustainability commitments.

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 strategy.

Human Resources Committee: To motivate management to be good stewards of our planet and reduce the environmental impact of our operations, the Human Resources Committee has included a carbon intensity reduction target as one of the performance measures in the Short-Term Incentive Plan (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 and 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 protection and 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 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 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, vulnerability management, antivirus and malware protection, file integrity monitoring, encryption and access control. The Chief Information Security Officer leads an annual review and discussion with the full Board dedicated to Verizon’s cyber risks and threats and cyber protections and provides updates throughout the year, as warranted.

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Verizon 2022 Proxy Statement

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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 issues and 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 Company’s handling of business and reputational risks relating to Verizon’s position and engagement on important public policy issues, as well as individual events and incidents that may affect the Company’s reputation. Each year, Verizon’s Chief Administrative, Legal and Public Policy Officer updates the Committee on the current policy issues facing the Company that may generate publicity and impact corporate reputation.reputation. Through this annual briefing, the Committee reviews and discusses with management the most pressing known reputational issues and the Company’s policyposition 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 makes sure that the Board is informed of current developments that may 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. Our political activity, including lobbying, is overseen by the Corporate Governance and Policy Committee, which receives a comprehensive briefing from the Chief Administrative, Legal and Public Policy Officer 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 that lists all political action committee contributions and corporate political contributions. Our report also discloses our Public Policy organization’s memberships in trade associations and issue advocacy organizations for which our support exceeds $50,000 annually. Verizon supports these organizations for a number of reasons, including to reflect our interest in the community, to acquire valuable industry and market expertise, and to support specific strategic policy and business goals and interests. These groups often have a diversity of members, interests and viewpoints that do not necessarily reflect Verizon’s beliefs or priorities and we may not always agree with all of the positions of each organization or its members. When we disagree with a position of an organization we support, we communicate our concerns through the senior executives who interact with these organizations. Verizon also takes these differences under consideration when determining whether support of an organization is, on balance, in the best interests of the Company and its stakeholders.

Human rights. As expressed in its 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. Our human rights efforts are overseen by the Corporate Governance and Policy Committee.

Anti-corruption. Verizon has a robust anticorruption program to comply with applicable anticorruption rules, including the Foreign Corrupt Practices Act and the U.K. Bribery Act. As part of this program, the Audit Committee receives annual reports summarizing the Company’s continued compliance with applicable anticorruption rules. Every two years, we review and assess our anti-corruption program with the goal of finding areas for improvement. This process is done under the direction of our Chief Compliance Officer, who reports the findings to the Audit Committee.

Oversight of human capital management

Oversight of human capital management, including culture and employee engagement, diversity, equity and inclusion and talent acquisition and development, historically has been conducted by the full Board, as well as the Human Resources Committee. In 2021, the Board amended the Human Resources Committee Charter to expressly delegate to the Committee oversight responsibilities in relation to human capital management.

Culture and employee engagement. Our Board views our employees as one of Verizon’s most critical assets and regularly receives briefings from the CEO on initiatives to strengthen our company culture and encourage employee engagement. The CEO reviews 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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Board and Committees

Management Succession Planning and DevelopmentVerizon 2022 Proxy Statement

 

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Management 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.

Succession Planningplanning and Developmenttalent development.

Verizon’s Our Board of Directors recognizes that one of its most important duties is to ensurepromote continuity in ourVerizon’s 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 on 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 thatalign the succession planning and management development process supports and enhanceswith 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 seek input from the Chief AdministrativeHuman Resources 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 development and succession planning at least oncetwice a year. Led by the CEO and the Chief AdministrativeHuman Resources 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, experienced and experienceddiverse 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.

In 2018,Employee health and safety. Verizon saw the culmination of a deliberate and comprehensive succession planning process conducted by the Board over the course of multiple years when Mr. Vestberg stepped into the role of CEO. Throughout the process, the Board focused on the strategic direction of the business and the vision for where the Company needed to be in five to ten years to form the basis of a talent profile and selection criteria for the next CEO. This comprehensive process underpins the Board’s confidence that Mr. Vestberg has the right character, skills and global perspective to drive transformational change and lead the Company into the future. In addition, throughout the CEO succession planning process, the Board was actively focused on ensuring the smooth CEO transition criticalis committed to maintaining a well-functioning company while buildingsafe workplace and environmentally responsible work practices, and we expect our suppliers to share that commitment. At least annually, the Chief Human Resources Officer briefs the Human Resources Committee on the Company’s health and safety protocols, incidents involving employees and suppliers, and actions that management is taking to limit these risks.

Compensation risk. The Human Resources Committee considers the impact of our executive compensation program and the 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 Senior Vice President of Internal Audit and the Corporate Secretary. The assessment includes a track recordreview of performance. In order to implement this successful transition, the Board appointed Mr. McAdam to remain as a non-independent Chairman, positioning him to provide leadership continuityfeatures and characteristics of Verizon’s compensation policies and programs, the performance metrics under the Short- and Long-Term Incentive Plans and the process for calculating and approving adjustments that are part of the plan, as well as advicethe approval processes for compensation programs and guidancerelated payouts. The assessment also reviews governance oversight at the Committee and Board level, Code of Conduct provisions and 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 concluded that our compensation policies and procedures are not reasonably likely to Mr. Vestberghave a material adverse effect on Verizon because they are appropriately structured and discourage employees from taking excessive risks.

Other risk-related matters

Business conduct and ethics. 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 Officer and the Board during a transition period.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 violations with the Audit Committee at least annually.

 

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Board and Committees

Shareholder EngagementVerizon 2022 Proxy Statement

 

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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 officers or Directors. In the unlikely event of a waiver, we will promptly disclose the Board’s action on our website.

Related person transactions. The Board has adopted the Related Person Transaction Policy that is included in the 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 2021, there were no related person transactions required to be disclosed in this proxy statement.

Shareholder EngagementOur approach to shareholder engagement

We believe that a robust shareholder outreach program is an essential component of maintaining our strong corporate governance practices. Ongoing communication with our shareholdersinvestors helps theour Board and senior management gaingather useful feedback on a wide range of subjects and understand the issues that matter most totopics. In our shareholders. Verizon views accountability to shareholders as both a mark of good governance and a critical component of our success. In 2018, management and our Directors metdiscussions with our shareholders and engaged in discussionsinvestors, we seek their input on a variety of issues, including Board oversightcorporate 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 Company strategy; CEO succession;perspectives. These engagements include the leadership structureparticipation of the Board; Board compositionour independent Lead Director, Clarence Otis, Jr., or other Directors, when requested and refreshment; sustainabilityappropriate. Shareholder feedback is regularly summarized and corporate responsibility; and the relationship betweenshared with our compensation program and our long-term strategy.Board.

In 2021, topics covered in engagement included:

 

Environmental

  Climate change – net zero emission plan

•  Device and e-waste recycling

•  Network reliability and resilience

 Company strategy

 

Social

  Cybersecurity

•  Digital inclusion

•  Human capital, including diversity, equity and inclusion

•  Supply chain

 Board composition and refreshment

 

Governance

•  Board diversity and skills

•  Business ethics

•  Executive compensation

•  Human rights

•  Political engagement

Disclosure

•  SASB industry standard

•  TCFD, including scenario analyses

•  Human capital metrics

•  ESG data index

In addition to our regular shareholder engagement, in 2021, our Chief Financial Officer and our Corporate Secretary participated in calls with key investors to discuss our growth strategy and its relationship to our Board composition and refreshment plans. Our Chief Financial Officer also hosted a special engagement event focused on climate featuring senior leaders from the Network, Supply Chain, Treasury and ESG organizations for our 50 largest investors.

Also in 2021, our Lead Director, Clarence Otis, Jr., discussed corporate purpose, decisions about when to speak on social issues, Board oversight of human capital management, and Board composition and refreshment in a video on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance.

Verizon’s dedicated ESG team focuses on stakeholder engagement and decision-useful reporting in strategic areas including governance, human rights, environmental sustainability and digital trust and safety and also oversees Verizon’s efforts to deliver on its ESG commitments. Over the past two years, in response to feedback from our investors, we have aligned our ESG reporting with the Sustainability Accounting Standards Board standards for the telecommunications industry and the recommendations of the Task Force on Climate-Related Financial Disclosures. We strive to make it easy for shareholders to learn about our positions and progress on the issues that matter to them. To that end, we have created an ESG Resources Hub on our Investor Relations website at www.verizon.com/about/investors/reporting that houses all of our ESG reporting and policies.

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Verizon 2022 Proxy Statement

        •CEO succession              •Sustainability and corporate responsibility
        •Proxy
summary
 

Board leadership

Governance

               •Executive
compensation
 Executive compensationAudit
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ownership
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Additional
information

The information learned in these discussions serves as the foundation for our policies and informs our business strategy on an ongoing basis.

2021 annual ESG reporting cycle

LOGO

Communicating with our Directors

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.

 

How to Contactcontact the Board

Any shareholder or interested party may communicate directly with our Board, any committee of our Board, any individual Director (including the Lead Director and the committee chairs) or thenon-employee Directors as a group, by writing to:

Verizon Communications Inc.

Shellye Archambeau

Roxanne Austin

LOGO

Independent Director since: 2013

Age: 59

Committees:

Audit

Corporate Governance and Policy (Chair)

LOGO

Independent Director since: 2020

Age: 61

Committees:

Audit

Finance

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: 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:

•   MetricStream Inc., a leading provider of governance, risk, compliance and quality management

¡   Chief Executive Officer (2002-2018)

•   Executive Positions at Loudcloud, Inc., NorthPoint Communications, Blockbuster Inc. and IBM (domestic and international) (1984-2002)

Other public company boards:

Nordstrom, Inc. (since 2015)

Okta, Inc. (since 2018)

Roper Technologies, Inc. (since 2018)

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 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. Chairs the U.S. Mid-Market Advisory Committee of EQT Partners.

   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:

Abbott Laboratories Inc. (since 2000)*

AbbVie, Inc. (since 2013)

CrowdStrike Holdings, Inc. (since 2018)

Freshworks Inc. (since September 2021)

Teledyne Technologies Incorporated (2006-April 2021)

Target Corporation (2002-2020)

Ericsson (2008-2016)

*   Ms. Austin will not stand for re-election to the Abbott Laboratories Board of Directors at the end of her current term expiring at the April 29, 2022 annual shareholders meeting.

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Verizon 2022 Proxy Statement

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Mark Bertolini

(or committee name, individual

Melanie Healey

LOGO

Independent Director Leadsince: 2015

Age: 65

Committees:

Finance (Chair)

Human Resources

LOGO

Independent Director committee chair or non-employeesince: 2011

Directors

Age: 60

Committees:

Corporate Governance and Policy

Human Resources

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 group,Board member of MassMutual Life Insurance Company, a leading life insurance mutual company. Following his service on the Board of Bridgewater Associates, the world’s largest hedge fund, named Co-Chief Executive Officer of Bridgewater in 2022.

   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:

•   Co-Chief Executive Officer of Bridgewater Associates, LP, a global investment management firm (January 2022-present)

•   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)

•   Executive Positions at Cigna, NYLCare Health Plans and SelectCare, Inc.

Other public company boards:

CVS Health Corporation (2018-2020)

Key skills and experience:

   Leadership: Accomplished, consumer-focused executive with substantial global experience and a track record of delivering growth, driving operational improvements and launching successful product innovations over a 33-year career at 3 global iconic consumer product brand companies, including leading a global business for 6 years.

   Consumer/B2B/retail: Gained deep and valuable branding, distribution and operating experience with consumer wellness products on a global scale over a long career at 3 different multi-national organizations in the consumer goods industry (Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons). Continues to focus on the consumer/retailing sector through service on the Target board of directors and on a globally recognized consumer and B2B brand through service on the board of Hilton, which has over 6,000 properties in over 100 countries and territories.

   Marketing: Brings a multi-cultural and multi-national perspective acquired from working 18 years internationally to corporate strategy with respect to brand building, new product and commercial innovation and the consumer experience, as appropriate)well as experience with managing large and complex marketing budgets.

1095 Avenue

   Strategic planning: As Group President of North America at Procter & Gamble, oversaw multi-year strategic planning for the largest division of the Americascompany, with over $32 billion in annual sales, and reversed a decline in sales after assuming that role.

New York, New York 10036

Career highlights:

•   The Procter & Gamble Company, a leading provider of branded consumer packaged goods

¡   Group President (2007-2015)

¡   Other Executive Positions (1990-2015)

•   Johnson & Johnson (1986-1990)

•   S.C. Johnson & Sons (1983-1986)

Other public company boards:

Hilton Worldwide Holdings Inc. (since 2017)

PPG Industries, Inc. (since 2016)

Target Corporation (since 2015)

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Verizon 2022 Proxy Statement

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Laxman Narasimhan

Clarence Otis, Jr. (Lead Director)

LOGO

Independent Director since: 2021

Age: 54

Committees:

Audit

Corporate Governance and Policy

LOGO

Independent Director since: 2006

Age: 65

Committees:

Audit

Finance

Human Resources

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 chief executive of Reckitt Benckiser Group Plc, a FTSE 12 listed British multinational 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 experience and thought leadership in complex global consumer-facing businesses as a result of a career approaching 30 years in the space. Prior to joining 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 and drove strategic change while transitioning into the leadership role at Reckitt Benckiser during the COVID-19 pandemic. Eliminated complexity and simplified operations in order to remain agile and manage surging demand for certain consumer products during the pandemic.

Career highlights:

•   Chief Executive Officer of Reckitt Benckiser Group Plc, a global consumer-goods company (2019-present)

•   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)

•   McKinsey & Company (1993-2012)

Other public company boards:

Reckitt Benckiser Group Plc (since 2019)

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.

   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 Fund complex.

Career highlights:

•   Darden Restaurants, Inc.

¡   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)

6


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Daniel Schulman

Rodney Slater

LOGO

Independent Director since: 2018

Age: 64

Committees:

Human Resources (Chair)

LOGO

Independent Director since: 2010

Age: 67

Committees:

Corporate Governance and Policy

Human Resources

Key skills and experience:

   Leadership: 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 has approximately 415 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 has achieved significant revenue growth and stock price appreciation.

   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:

•   PayPal Holdings, Inc., a leading online payments company

¡   President and Chief Executive Officer (2015-present)

¡   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:

PayPal Holdings, Inc. (since 2015)

Symantec Corporation (2000-2019)

FLEX LTD. (2009-2018)

Key skills and experience:

   Leadership: 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 visionary 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:

•   Partner, Squire Patton Boggs LLP, a law firm (2001 to present)

•   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:

EVgo Inc. (since July 2021)

Stagwell Inc. (since August 2021)

Kansas City Southern (2001-2019)

Transurban Group (2009-2018)

7


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Carol Tomé

Hans Vestberg (Chairman)

LOGO

Independent Director since: 2021

Age: 65

Committees:

Finance

LOGO

Director since: 2018

Age: 56

Key skills and experience:

   Leadership: After being appointed CEO of UPS in June 2020, led the company through an unprecedented surge in demand for services, while improving competitiveness and reducing bureaucracy. 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 security function.

   Consumer/B2B/retail: Proven track record in growing and innovating at both consumer and B2B businesses with large geographic footprints and employee bases. Reinvigorated Home Depot’s consumer business while navigating the Great Recession and housing crisis. Championed Home Depot’s initiative designed to grow the B2B side of its business.

   Financial expertise: Gained extensive and deep corporate finance expertise during her tenure at Home Depot and 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.

   Strategic planning: As CEO of UPS, navigated the immense challenges and opportunities of the delivery and logistics business during the COVID-19 pandemic. 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

o   Executive Vice President – Corporate Services and Chief Financial Officer (2007-2019)

o   Chief Financial Officer (2001-2007)

o   Other Executive Positions (1995-2001)

•   Federal Reserve Bank of Atlanta

o   Director (2008-2013)

Other public company boards:

United Parcel Service, Inc. (since 2003)

Cisco Systems, Inc. (2019-2020)

Certain Fidelity Mutual Funds (2017)

Key skills and experience:

   Leadership: Driving Verizon’s Corporate Secretary reviewsleadership 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 the United Nations Foundation that actively works with the U.N.’s Sustainable Development Goals.

   Strategic planning: 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:

•   Verizon Communications Inc.

¡   Chairman (2019 to present) and Chief Executive Officer (2018 to present)

¡   Executive Vice President, President – Global Networks and Chief Technology Officer (2017-2018)

•   Ericsson

¡   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 May 2021)

Hexagon AB (2017-2018)

8


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Gregory Weaver

LOGO

Independent Director since: 2015

Age: 70

Committees:

Audit (Chair)

Finance

Key skills and experience:

   Leadership: Twice elected by fellow partners to serve as Chairman and CEO of Deloitte & Touche LLP’s audit and enterprise risk services practice in the U.S., overseeing all correspondence addressed to ouroperations, regulatory interaction and quality control for all audit and risk consulting clients. Led the firm through significant change in the accounting industry resulting from the passage of the Sarbanes-Oxley Act.

   Financial expertise: Gained comprehensive public accounting experience at the highest level and substantial financial expertise over his 40 year career at Deloitte & Touche and as the lead audit partner for several of its largest clients, as well as through serving as a Trustee of the Goldman Sachs Trust.

   Risk management: Developed a deep understanding of vertical and horizontal risk exposures – within companies and across industries – through providing enterprise risk services. Also led Deloitte & Touche through assessments of its own audit risk exposures.

   Strategic planning: As a member of Deloitte’s Board of Directors and periodically providesnumerous management committees, helped shape strategic organizational priorities and relationships with regulators.

Career highlights:

•   Deloitte & Touche LLP, the accounting, auditing and risk advisory subsidiary of Deloitte LLP

¡   Chairman and Chief Executive Officer (2001-2005 and 2012-2014)

¡   Member, Deloitte LLP Board with copies of all communications that deal with the functionsDirectors (2006-2012)

Other public company boards:

Goldman Sachs Trust (since 2015)

9


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Our governance framework

The membership, structure, policies and practices of our Board orand its committees or that otherwise require Board attention. Typicallypromote the Corporate Secretary will not forward communications that are of a personal nature or are unrelated to the duties and responsibilities of our Board, including business solicitations or advertisements, mass mailings,job-related inquiries, or other unsuitable communications. All communications involving substantive accounting or auditing matters are forwarded to the Chaireffective exercise of the Audit Committee.

Verizon 2019 Proxy Statement    23


Non-Employee Director Compensation

The Human Resources Committee,Board’s role in consultation with its independent compensation consultant, reviewsthe governance of Verizon. In addition, our Corporate Governance Guidelines provide a framework for the Board’s operations and recommends non-employee Director compensation. In 2018, each non-employee Director of Verizon received an annual cash retainer of $125,000. Through June 2018, the Chairs of theaddress 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.

Board leadership structure

Verizon’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 Finance Committee received an additional annual cash retainerlong-term interests of $15,000,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 our industry and the Chairsvision, 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.

To maintain an appropriate level of independent checks and balances in its governance, and consistent with the Corporate Governance Guidelines, the independent members of the Audit CommitteeBoard 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. 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. In addition, 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 is given 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, as well as independent Directors who are fully involved in the Board’s operations and decision making.

Clarence Otis, Jr.

Lead Director

LOGO

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 as well as the Lead Director, each received an additional annual cash retainer of $25,000. Effective July 2018, based on the recommendation of the Human Resources Committee after its review of the Verizon director compensation program and the programs of peer companies, and in consultation with its independent compensation consultant, the Board determined to increase the additional annual cash retainer paid to (i) the Chairs of the Corporate Governance and Policy Committee and the Finance Committee to $20,000, (ii) the Chairs of the Audit Committee and the Human Resources Committee to $30,000 and (iii) the Lead Director to $50,000. Based on the same process, the Board also approved the payment to any non-employee Chairman of the Board an annual cash retainer of $200,000, effective upon such person assuming that role.

In 2018, each non-employee Director also received a grant of Verizon share equivalents valued at $175,000 on the grant date. No meeting fees were paid if a non-employee Director attended a Board or Committee meeting on the day before or the day of a regularly scheduled Board meeting. Each non-employee Director who attended a Board or Committee meeting held on any other date received a meeting fee of $2,000.

Each non-employee Director who joins our Board receives a one-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 that non-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 the one-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) under the Deferral Plan. They 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.

One of our non-employee Directors who served•   Acts as a directorprimary point of a predecessor company is a participant in a charitable giving program. Under this program, when a participant retires from thecontact for 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 2018, the aggregate cost of maintainingcommunication with major shareholders and administering this program was $15,000.other key stakeholders, as appropriate

Limiting service on other boards

Based on the evolving role of directors and the need to devote sufficient time to fulfill their responsibilities effectively, the Board has adopted 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.

10


Verizon 2022 Proxy Statement

Proxy
summary

The non-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 collegesGovernance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Board meetings and executive sessions

In 2021, our Board of Directors held 11 meetings, including 6 regularly scheduled meetings and 5 special meetings. Our Board met in virtual-only format, as well as in hybrid format, with safety measures in place for those attending in person, allowing for in-person interaction while retaining the flexibility to adapt to continually evolving COVID-19 pandemic circumstances and protocols in 2021.

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 2021. Directors standing for re-election are expected to attend the annual meeting of shareholders. In 2021, all nine Directors standing for re-election attended the annual meeting, which was conducted in a virtual-only format.

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 committees

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 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.

Where to find more information

You can find information about Verizon’s Directors, Board committees and a video from our Lead Director on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance. You can also access Verizon’s Corporate Governance Guidelines, Code of Conduct and other corporate governance materials, including Verizon’s certificate of incorporation, bylaws, committee charters and policies at that site. You can request copies of these materials from the Assistant Corporate Secretary at the address given under “Contacting us.”

In addition, you can access all of Verizon’s ESG reporting, including our ESG Report, TCFD Report, Transparency Reports, Political Engagement Reports and EEO-1 Report, as well as key company policies, through our ESG Resources Hub at www.verizon.com/about/investors/reporting.

Beyond the boardroom

Engagement outside of Board meetings provides our Directors with additional insight into our business and our industry, and gives them valuable perspectives 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 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 regularly 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.

In 2021, our Directors visited Newlab, a multi-disciplinary technology center and innovation hub at the Brooklyn Navy Yard in Brooklyn, New York, to participate in presentations on 5G use cases and robotics demonstrations.

In 2021, several of our Directors appeared in a special video message from the Board thanking our employees and recognizing them for their efforts navigating the challenges presented by the COVID-19 pandemic. You can watch the video by visiting www.verizon.com/about/news/big-thank-you-v-teamers.

11


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Audit Committee

Key responsibilities and universities, $1,000 per year of charitable contributions to any non-profit with 501(c)(3) status, and $1,000 per year of charitable donations to designated disaster relief campaigns.activities

 

24Verizon 2019 Proxy Statement


Non-Employee Director Compensation

Non-Employee Director Compensation in 2018

Non-Employee Director Compensation in 2018

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

Compensation3

($)

(g)

 

   

Total

($)

(h)

 

 

 

Shellye Archambeau*

  

 

 

 

138,667

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

313,667

 

 

 

Mark Bertolini

  

 

 

 

131,000

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

306,000

 

 

 

Richard Carrión*

  

 

 

 

148,500

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

323,500

 

 

 

Melanie Healey

  

 

 

 

131,000

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

6,000

 

 

  

 

 

 

312,000

 

 

 

M. Frances Keeth*

  

 

 

 

192,000

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

5,000

 

 

  

 

 

 

372,000

 

 

 

Karl-Ludwig Kley**

  

 

 

 

62,500

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

237,500

 

 

 

Clarence Otis, Jr.*

  

 

 

 

166,500

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

   0    341,500 

 

Daniel Schulman

  

 

 

 

43,667

 

 

  

 

 

 

221,203

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

264,870

 

 

 

Rodney Slater

  

 

 

 

129,000

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

304,000

 

 

 

Kathryn Tesija

  

 

 

 

137,000

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

312,000

 

 

 

Gregory Wasson**

  

 

 

 

103,750

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

278,750

 

 

 

Gregory Weaver*

  

 

 

 

164,500

 

 

  

 

 

 

175,000

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

  

 

 

 

0

 

 

   339,500 

*

Denotes a chair of a standing committee during 2018. Ms. Keeth also served as Lead Director until March 8, 2019.

**

Dr. Kley served on the Board until May 3, 2018 and Mr. Wasson served on the Board until October 1, 2018.

1

This column includes all fees earned in 2018, whether the fee was paid in 2018 or deferred.

2

For eachnon-employee Director, this column reflects the grant date fair value of thenon-employee Director’s 2018 annual stock award and, for Mr. Schulman, the one-time grant he received when joining the Board, in each case computed in accordance with FASB ASC Topic 718. The following reflects the aggregate number of share equivalent awards outstanding as of December 31, 2018 for each person who served as anon-employee Director during 2018: Ms. Archambeau, 22,520; Mr. Bertolini, 17,737; Mr. Carrión, 131,998; Ms. Healey, 32,264; Ms. Keeth, 66,689; Dr. Kley, 14,852; Mr. Otis, 74,978; Mr. Schulman, 4,118; Mr. Slater, 43,731; Ms. Tesija, 26,784; Mr. Wasson, 25,784; and Mr. Weaver, 15,543.

3

This column reflects matching contributions made on thenon-employee Directors’ behalf under the Verizon Foundation Matching Gift Program.

Verizon 2019 Proxy Statement    25


Audit Matters

Item 2: Ratification of Appointment of

Independent Registered Public Accounting Firm

The Audit Committee considered the performance•   Assess and qualifications of Ernst & Young LLP, and has reappointed that independent registered public accounting firm to examine the financial statements of Verizon for fiscal year 2019 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 2018 and 2017.

Audit fees

Audit-

related fees

Tax fees

All other fees

2018

$

35.5 million

$

10.3 million

$

4.4 million

2017

$

39.2 million

$

12.0 million

$

4.1 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, and financial statement audits required by statute for our foreign subsidiaries. Audit-related fees are attributable to services that 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 are attributable to services that 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 2019 fiscal year, the Committee reviewed the firm’s qualifications and competencies, including the following factors:

Ernst & Young’s historical performance and its recent performance during its engagement for the 2018 fiscal year;

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 reports on, Ernst & Young;

the appropriateness of Ernst & Young’s fees for audit andnon-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 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.

26Verizon 2019 Proxy Statement


Audit Matters

Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm

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 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 2018 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 2019 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 2019 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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The Board of Directors recommends that you voteFOR ratification.

Verizon 2019 Proxy Statement    27


Audit Committee Report

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, 2018, and the effectiveness of Verizon’s internal control over financial reporting as of December 31, 2018.

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 Public Company Accounting Oversight Board 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 (including those related to cybersecurity, data privacy, data security and overseenbribery and corruption) and oversee management’s programs and policies to monitor, assess and manage such exposures. The Committee also periodically monitoredexposures

•   Assess Verizon’s overall control environment, including controls related to financial reporting, disclosure, compliance and evaluatedsignificant financial and business risks

•   Appoint, approve fees for, and oversee the primary risks associated with particular business units and functions.

Based on the reviews and discussions referred to above, in reliance on management andwork of the independent registered public accounting firm

•   Oversee financial reporting and subjectdisclosure matters

•   Oversee Verizon’s internal audit function

•   Assess Verizon’s compliance processes and programs

•   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 relating to accounting, internal accounting controls or auditing matters

The Board has determined that each of Ms. Archambeau, Ms. Austin, Mr. Narasimhan, Mr. Otis and Mr. Weaver is an audit committee financial expert.

Members

Gregory Weaver (Chair)

Shellye Archambeau

Roxanne Austin

Laxman Narasimhan

Clarence Otis, Jr.

2021 meetings

11

Corporate Governance and Policy Committee

Key responsibilities and activities

•   Evaluate the limitationsstructure and practices of our role,Board and its committees, including size, composition, independence and operations

•   Recommend changes to our Board’s policies or practices or the Committee recommended to the Board of Directors,Corporate Governance Guidelines

•   Identify 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, 2018.

The Committee reviewed the independent registered public accounting firm’s performance, qualifications and tenure,evaluate the qualifications of Director candidates

•   Recommend Directors to serve as members of each committee and as committee chairs

•   Review potential related person transactions

•   Facilitate the lead engagement partner, management’s recommendation regarding retentionannual assessment of the firm,performance of the Board and considerations relatedits 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 issues, including those relating to audit firm rotation, as discussed furtherpolitical 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)

Melanie Healey

Laxman Narasimhan

Rodney Slater

*  Vittorio Colao served on page 26. Based on that review, the Committee reappointeduntil February 13, 2021.

2021 meetings

6

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Finance Committee

Key responsibilities and activities

•   Monitor Verizon’s capital needs and financing arrangements and ability to access the independent registered public accounting firmcapital markets

•   Monitor expenditures under the annual capital plan approved by our Board

•   Review Verizon’s policies and strategies for fiscal year 2019.managing currency, interest rate, renewable energy and counterparty exposures

Respectfully submitted,

The Audit Committee•   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

Clarence Otis, Jr.

Carol Tomé

Gregory Weaver Chair

*  Vittorio Colao served on the Committee until February 13, 2021.

2021 meetings

6

Human Resources Committee

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

2021 meetings

7

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Board and committee assessments

Our Board conducts a comprehensive annual assessment to enhance the effectiveness of the Board and its committees and to continue to reflect evolving best practices in their processes. While the assessment process is generally led by the Lead Director, the Board periodically engages a third-party consulting firm to bring an outside perspective to the process. As part of this robust assessment, each Director completes a detailed written questionnaire designed to elicit suggestions for improving Board and committee effectiveness and feedback on a range of issues, including Board leadership, culture, purpose and strategy, composition and structure and risk management. In addition, 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 Board discusses the feedback received from the questionnaires and interviews during an evaluation session facilitated by the Lead Director. The evaluation for 2021 was conducted by the Lead Director and concluded that the Board and its committees are operating effectively. The recommendations to further enhance Board effectiveness, which we addressed, include continued focus on strategic oversight, including 5G measures of success, as well as 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

Online questionnaire on a range of topics relating to enhancing Board effectiveness

One-on-one
discussions

Candid, one-on-one discussions between the Lead Director and Directors to elicit additional feedback

Reporting back

A summary of the assessment results provided to the Board

Closed session discussion

Closed session discussion of the assessment results facilitated by the Lead Director

Feedback
incorporated

Policies and practices updated as appropriate to address any suggestions or enhancements per the assessment

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Director orientation and continuing education

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 include presentations by thought leaders and industry experts, formal education sessions, meetings with management subject matter experts, participation in industry forums and site visits.

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Oversight of strategy

All of our Directors have deep experience and expertise in strategic planning and execution. The Board engages Verizon’s senior leaders in robust discussions about strategic goals and challenges them to execute on the strategic plan, address emerging challenges and disruptions, and promote innovation. In addition to an annual strategy retreat, strategy is allocated substantial time on the agenda for each regular Board meeting. During these reviews, the Board engages with senior management regarding the competitive landscape, operational objectives and challenges and regulatory developments.

Oversight of business risks

While senior management has primary responsibility for managing business risks, 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. Through its oversight role, the Board sends 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.

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. Further, the Board reviews the risks associated with Verizon’s strategic plan throughout the year.

In addition, 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.

Enterprise risk management program. The Audit Committee oversees the operations of Verizon’s enterprise risk management program, which identifies the primary risks to Verizon’s business, including risks related to cybersecurity, data privacy and security, and the Company’s supply chain. The Audit Committee periodically monitors and evaluates the primary risks associated with particular business units and functions. As part of Verizon’s annual enterprise risk assessment process, the Audit Committee reviews key business risks with the Chief Financial Officer and the Senior Vice President of Internal Audit. These risks inform Board and Audit Committee discussion topics throughout the year.

In addition, the Audit Committee works with Verizon’s Senior Vice President of Internal Audit, who helps identify, evaluate and implement risk management controls and methodologies to address identified risks and who functionally reports directly to the Committee. The Committee routinely meets privately with representatives from the independent registered public accounting firm, the Senior Vice President of Internal Audit, and the Chief Administrative, Legal and Public Policy Officer.

Strategic crisis management. In order to position Verizon leadership and the Board to respond to strategic risks and protect Verizon’s core assets in a potential crisis, the Company maintains a Strategic Crisis Management Program. 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 in order to encourage 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, Verizon’s Board maintains a Board Crisis Response Plan, which is a structured plan to be used in connection with any crisis that could have a significant strategic impact on the Company’s brand, reputation, finances or legal, political or regulatory position – providing a framework for appropriate Board oversight and assessment of the response to a crisis, while allowing 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 and renewable energy exposures. The Finance Committee reviews and approves the Company’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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Oversight of ESG strategy and risks

Our Board recognizes that operating responsibly – minimizing the environmental impact of our operations, protecting the privacy of our customers’ information and respecting human rights by creating an environment of respect, integrity and fairness for our employees and customers wherever we do business – is fundamental to the long-term success of our Company. The Corporate Governance and Policy Committee oversees corporate responsibility and sustainability. Verizon has a Chief ESG Officer dedicated to enhancing the Company’s sustainability reporting and stakeholder engagement on environmental, social and governance issues that align with Verizon’s core business strategy. The Chief ESG Officer heads a cross-functional team that focuses on strategic areas including governance, reporting, human rights, environmental sustainability and digital trust and safety and also oversees Verizon’s efforts to deliver on its ESG commitments. The Chief ESG Officer regularly provides the Corporate Governance and Policy Committee with updates on the Company’s ESG priorities, commitments and reporting.

Environmental sustainability and climate. To address climate-related risks, Verizon is 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. We have announced science-based emissions reduction targets for our Scope 1, 2 and 3 emissions and have set ambitious goals to source or generate renewable energy equivalent to 50% of our total annual electricity consumption by 2025 and to achieve net zero operational emissions (Scope 1 and 2) by 2035. The Executive Climate Oversight Committee, composed of Verizon’s Chief Financial, Chief Administrative, Chief ESG and Chief Sustainability Officers, monitors Verizon’s progress on these initiatives and commitments and recommends changes or enhancements to our climate strategy. Representatives from the Strategy, Network, Fleet, Global Real Estate, Treasury, Sustainability and ESG organizations report to the committee on climate-related issues and initiatives that fall within their responsibilities. The Chief ESG Officer periodically updates the Corporate Governance and Policy Committee on the issues considered by the committee, the Company’s progress in meeting its climate-related commitments, and any significant developments relating to the Company’s strategy for managing climate-related risks.

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 possible laws or regulations that seek to mitigate climate change.

Corporate Governance and Policy Committee: The Corporate Governance and Policy Committee oversees Verizon’s progress on meeting our environmental sustainability commitments.

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 strategy.

Human Resources Committee: To motivate management to be good stewards of our planet and reduce the environmental impact of our operations, the Human Resources Committee has included a carbon intensity reduction target as one of the performance measures in the Short-Term Incentive Plan (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 and 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 protection and 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 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 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, vulnerability management, antivirus and malware protection, file integrity monitoring, encryption and access control. The Chief Information Security Officer leads an annual review and discussion with the full Board dedicated to Verizon’s cyber risks and threats and cyber protections and provides updates throughout the year, as warranted.

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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 issues and 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 Company’s handling of business and reputational risks relating to Verizon’s position and engagement on important public policy issues, as well as individual events and incidents that may affect the Company’s reputation. Each year, Verizon’s Chief Administrative, Legal and Public Policy Officer updates the Committee on the current policy issues facing the Company that may generate publicity and impact corporate reputation. Through this annual briefing, 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 makes sure that the Board is informed of current developments that may 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. Our political activity, including lobbying, is overseen by the Corporate Governance and Policy Committee, which receives a comprehensive briefing from the Chief Administrative, Legal and Public Policy Officer 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 that lists all political action committee contributions and corporate political contributions. Our report also discloses our Public Policy organization’s memberships in trade associations and issue advocacy organizations for which our support exceeds $50,000 annually. Verizon supports these organizations for a number of reasons, including to reflect our interest in the community, to acquire valuable industry and market expertise, and to support specific strategic policy and business goals and interests. These groups often have a diversity of members, interests and viewpoints that do not necessarily reflect Verizon’s beliefs or priorities and we may not always agree with all of the positions of each organization or its members. When we disagree with a position of an organization we support, we communicate our concerns through the senior executives who interact with these organizations. Verizon also takes these differences under consideration when determining whether support of an organization is, on balance, in the best interests of the Company and its stakeholders.

Human rights. As expressed in its 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. Our human rights efforts are overseen by the Corporate Governance and Policy Committee.

Anti-corruption. Verizon has a robust anticorruption program to comply with applicable anticorruption rules, including the Foreign Corrupt Practices Act and the U.K. Bribery Act. As part of this program, the Audit Committee receives annual reports summarizing the Company’s continued compliance with applicable anticorruption rules. Every two years, we review and assess our anti-corruption program with the goal of finding areas for improvement. This process is done under the direction of our Chief Compliance Officer, who reports the findings to the Audit Committee.

Oversight of human capital management

Oversight of human capital management, including culture and employee engagement, diversity, equity and inclusion and talent acquisition and development, historically has been conducted by the full Board, as well as the Human Resources Committee. In 2021, the Board amended the Human Resources Committee Charter to expressly delegate to the Committee oversight responsibilities in relation to human capital management.

Culture and employee engagement. Our Board views our employees as one of Verizon’s most critical assets and regularly receives briefings from the CEO on initiatives to strengthen our company culture and encourage employee engagement. The CEO reviews 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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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.

Succession planning and talent development. Our Board recognizes that one of its most important duties is to promote continuity in Verizon’s 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 on its activities to the full Board, which addresses succession planning during executive 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 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 in-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 who should be considered as potential future senior executives.

Our goal is to develop 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 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.

Employee 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 Chief Human Resources Officer briefs the Human Resources Committee on the Company’s health and safety protocols, incidents involving employees and suppliers, and actions that management is taking to limit these risks.

Compensation risk. The Human Resources Committee considers the impact of our executive compensation program and the 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 Senior Vice President of Internal Audit and the Corporate Secretary. The assessment includes a review of the features and characteristics of Verizon’s compensation policies and programs, the performance metrics under the Short- and Long-Term Incentive Plans and the process for calculating and approving adjustments that are part of the plan, as well as the approval processes for compensation programs and related payouts. The assessment also reviews governance oversight at the Committee and Board level, Code of Conduct provisions and 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 concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on Verizon because they are appropriately structured and discourage employees from taking excessive risks.

Other risk-related matters

Business conduct and ethics. 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 Officer 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 violations with the Audit Committee at least annually.

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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 officers or Directors. In the unlikely event of a waiver, we will promptly disclose the Board’s action on our website.

Related person transactions. The Board has adopted the Related Person Transaction Policy that is included in the 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 2021, there were no related person transactions required to be disclosed in this proxy statement.

Our approach to shareholder engagement

We believe that a robust shareholder outreach 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 independent Lead Director, Clarence Otis, Jr., or other Directors, when requested and appropriate. Shareholder feedback is regularly summarized and shared with our Board.

In 2021, topics covered in engagement included:

Environmental

•  Climate change – net zero emission plan

•  Device and e-waste recycling

•  Network reliability and resilience

Social

•  Cybersecurity

•  Digital inclusion

•  Human capital, including diversity, equity and inclusion

•  Supply chain

Governance

•  Board diversity and skills

•  Business ethics

•  Executive compensation

•  Human rights

•  Political engagement

Disclosure

•  SASB industry standard

•  TCFD, including scenario analyses

•  Human capital metrics

•  ESG data index

In addition to our regular shareholder engagement, in 2021, our Chief Financial Officer and our Corporate Secretary participated in calls with key investors to discuss our growth strategy and its relationship to our Board composition and refreshment plans. Our Chief Financial Officer also hosted a special engagement event focused on climate featuring senior leaders from the Network, Supply Chain, Treasury and ESG organizations for our 50 largest investors.

Also in 2021, our Lead Director, Clarence Otis, Jr., discussed corporate purpose, decisions about when to speak on social issues, Board oversight of human capital management, and Board composition and refreshment in a video on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance.

Verizon’s dedicated ESG team focuses on stakeholder engagement and decision-useful reporting in strategic areas including governance, human rights, environmental sustainability and digital trust and safety and also oversees Verizon’s efforts to deliver on its ESG commitments. Over the past two years, in response to feedback from our investors, we have aligned our ESG reporting with the Sustainability Accounting Standards Board standards for the telecommunications industry and the recommendations of the Task Force on Climate-Related Financial Disclosures. We strive to make it easy for shareholders to learn about our positions and progress on the issues that matter to them. To that end, we have created an ESG Resources Hub on our Investor Relations website at www.verizon.com/about/investors/reporting that houses all of our ESG reporting and policies.

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2021 annual ESG reporting cycle

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Communicating with our Directors

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.

How to contact the Board

Any shareholder or interested party may communicate directly with our Board, any committee of our Board, any individual Director (including the Lead Director and the committee chairs) or the non-employee Directors as a group, by writing to:

Verizon Communications Inc.

Shellye Archambeau

M. Frances Keeth

Roxanne Austin

LOGO

Independent Director since: 2013

Age: 59

Committees:

Audit

Corporate Governance and Policy (Chair)

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Independent Director since: 2020

Age: 61

Committees:

Audit

Finance

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: 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:

•   MetricStream Inc., a leading provider of governance, risk, compliance and quality management

¡   Chief Executive Officer (2002-2018)

•   Executive Positions at Loudcloud, Inc., NorthPoint Communications, Blockbuster Inc. and IBM (domestic and international) (1984-2002)

Other public company boards:

Nordstrom, Inc. (since 2015)

Okta, Inc. (since 2018)

Roper Technologies, Inc. (since 2018)

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 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. Chairs the U.S. Mid-Market Advisory Committee of EQT Partners.

   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:

Abbott Laboratories Inc. (since 2000)*

AbbVie, Inc. (since 2013)

CrowdStrike Holdings, Inc. (since 2018)

Freshworks Inc. (since September 2021)

Teledyne Technologies Incorporated (2006-April 2021)

Target Corporation (2002-2020)

Ericsson (2008-2016)

*   Ms. Austin will not stand for re-election to the Abbott Laboratories Board of Directors at the end of her current term expiring at the April 29, 2022 annual shareholders meeting.

4


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Mark Bertolini

Melanie Healey

LOGO

Independent Director since: 2015

Age: 65

Committees:

Finance (Chair)

Human Resources

LOGO

Independent Director since: 2011

Age: 60

Committees:

Corporate Governance and Policy

Human Resources

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. Following his service on the Board of Bridgewater Associates, the world’s largest hedge fund, named Co-Chief Executive Officer of Bridgewater in 2022.

   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:

•   Co-Chief Executive Officer of Bridgewater Associates, LP, a global investment management firm (January 2022-present)

•   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)

•   Executive Positions at Cigna, NYLCare Health Plans and SelectCare, Inc.

Other public company boards:

CVS Health Corporation (2018-2020)

Key skills and experience:

   Leadership: Accomplished, consumer-focused executive with substantial global experience and a track record of delivering growth, driving operational improvements and launching successful product innovations over a 33-year career at 3 global iconic consumer product brand companies, including leading a global business for 6 years.

   Consumer/B2B/retail: Gained deep and valuable branding, distribution and operating experience with consumer wellness products on a global scale over a long career at 3 different multi-national organizations in the consumer goods industry (Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons). Continues to focus on the consumer/retailing sector through service on the Target board of directors and on a globally recognized consumer and B2B brand through service on the board of Hilton, which has over 6,000 properties in over 100 countries and territories.

   Marketing: Brings a multi-cultural and multi-national perspective acquired from working 18 years internationally to corporate strategy with respect to brand building, new product and commercial innovation and the consumer experience, as well as experience with managing large and complex marketing budgets.

   Strategic planning: As Group President of North America at Procter & Gamble, oversaw multi-year strategic planning for the largest division of the company, with over $32 billion in annual sales, and reversed a decline in sales after assuming that role.

Career highlights:

•   The Procter & Gamble Company, a leading provider of branded consumer packaged goods

¡   Group President (2007-2015)

¡   Other Executive Positions (1990-2015)

•   Johnson & Johnson (1986-1990)

•   S.C. Johnson & Sons (1983-1986)

Other public company boards:

Hilton Worldwide Holdings Inc. (since 2017)

PPG Industries, Inc. (since 2016)

Target Corporation (since 2015)

5


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Laxman Narasimhan

Clarence Otis, Jr. (Lead Director)

Kathryn Tesija

March 8, 2019LOGO

Independent Director since: 2021

 

28Verizon 2019 Proxy Statement

Age: 54


Committees:

Audit

Corporate Governance and Policy

LOGO

Independent Director since: 2006

 

ExecutiveAge: 65

Compensation

Committees:

Audit

Finance

Human Resources

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 chief executive of Reckitt Benckiser Group Plc, a FTSE 12 listed British multinational 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 experience and thought leadership in complex global consumer-facing businesses as a result of a career approaching 30 years in the space. Prior to joining 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 and drove strategic change while transitioning into the leadership role at Reckitt Benckiser during the COVID-19 pandemic. Eliminated complexity and simplified operations in order to remain agile and manage surging demand for certain consumer products during the pandemic.

Career highlights:

•   Chief Executive Officer of Reckitt Benckiser Group Plc, a global consumer-goods company (2019-present)

•   PepsiCo, Inc., a leading global food and beverage company

Compensation Discussion¡   Global Chief Commercial Officer (2019)

¡   Chief Executive Officer, Latin America, Europe and AnalysisSub-Saharan Africa (2017-2019)

¡   Other Executive Positions (2012-2017)

•   McKinsey & Company (1993-2012)

Other public company boards:

Reckitt Benckiser Group Plc (since 2019)

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.

   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 Fund complex.

Career highlights:

•   Darden Restaurants, Inc.

¡   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)

6


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Daniel Schulman

Rodney Slater

LOGO

Independent Director since: 2018

Age: 64

Committees:

Human Resources Committee(Chair)

LOGO

Independent Director since: 2010

Age: 67

Committees:

Corporate Governance and Policy

Human Resources

Key skills and experience:

   Leadership: 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 has approximately 415 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 has achieved significant revenue growth and stock price appreciation.

   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:

•   PayPal Holdings, Inc., a leading online payments company

¡   President and Chief Executive Officer (2015-present)

¡   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:

PayPal Holdings, Inc. (since 2015)

Symantec Corporation (2000-2019)

FLEX LTD. (2009-2018)

Key skills and experience:

   Leadership: 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 visionary 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:

•   Partner, Squire Patton Boggs LLP, a law firm (2001 to present)

•   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:

EVgo Inc. (since July 2021)

Stagwell Inc. (since August 2021)

Kansas City Southern (2001-2019)

Transurban Group (2009-2018)

7


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Carol Tomé

Hans Vestberg (Chairman)

LOGO

Independent Director since: 2021

Age: 65

Committees:

Finance

LOGO

Director since: 2018

Age: 56

Key skills and experience:

   Leadership: After being appointed CEO of UPS in June 2020, led the company through an unprecedented surge in demand for services, while improving competitiveness and reducing bureaucracy. 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 security function.

   Consumer/B2B/retail: Proven track record in growing and innovating at both consumer and B2B businesses with large geographic footprints and employee bases. Reinvigorated Home Depot’s consumer business while navigating the Great Recession and housing crisis. Championed Home Depot’s initiative designed to grow the B2B side of its business.

   Financial expertise: Gained extensive and deep corporate finance expertise during her tenure at Home Depot and 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.

   Strategic planning: As CEO of UPS, navigated the immense challenges and opportunities of the delivery and logistics business during the COVID-19 pandemic. 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

o   Executive Vice President – Corporate Services and Chief Financial Officer (2007-2019)

o   Chief Financial Officer (2001-2007)

o   Other Executive Positions (1995-2001)

•   Federal Reserve Bank of Atlanta

o   Director (2008-2013)

Other public company boards:

United Parcel Service, Inc. (since 2003)

Cisco Systems, Inc. (2019-2020)

Certain Fidelity Mutual Funds (2017)

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 oversees the developmentUnited Nations Foundation that actively works with the U.N.’s Sustainable Development Goals.

   Strategic planning: Implemented bold and implementationinnovative 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 compensation program forchallenges and opportunities presented in the evolving global telecommunications landscape, as well as in-depth knowledge of Verizon’s named executive officers.businesses.

 

Career highlights:

 

LOGO•   Verizon Communications Inc.

2018 named executive officers Hans Vestberg¡   Chairman (2019 to present) and Chief Executive Officer Matthew Ellis Executive Vice President and Chief Financial Officer K. Guru Gowrappan Executive Vice President and CEO - Verizon Media Group Marc Reed Executive Vice President and Chief Administrative Officer Ronan Dunne Executive Vice President and President - Verizon Consumer Group Lowell McAdam Chairman and Former Chief Executive Officer John Stratton Former Executive Vice President and President - Global Operations Timothy Armstrong Former Executive Vice President and President and CEO - Oath(2018 to present)

Key Management Changes in 2018¡

CEO Succession. Mr. Vestberg succeeded Mr. McAdam as Verizon’s Chief Executive Officer on August 1, 2018, and as Chairman of the Board on March 8, 2019, when Mr. McAdam stepped down from those positions. Mr. McAdam retired from Verizon on December 31, 2018. This transition was the culmination of a deliberate and comprehensive CEO succession planning process designed to ensure that Verizon is best positioned to deliver on our value proposition to all stakeholders. Prior to Mr. Vestberg’s appointment as CEO, he served as Verizon’s   Executive Vice President, President of Global Networks and Chief Technology Officer a position he held since joining Verizon in early 2017.(2017-2018)

•   Ericsson

¡   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 May 2021)

Hexagon AB (2017-2018)

8


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Gregory Weaver

LOGO

Independent Director since: 2015

Verizon Media Group CEO Succession.Age:Effective October 1, 2018, Mr. Gowrappan succeeded Mr. Armstrong 70

Committees:

Audit (Chair)

Finance

Key skills and experience:

   Leadership: Twice elected by fellow partners to serve as Executive Vice PresidentChairman and CEO of Verizon’s Media Group (formerly known as Oath). Prior to this appointment, Mr. Gowrappan wasDeloitte & Touche LLP’s audit and enterprise risk services practice in the PresidentU.S., overseeing all operations, regulatory interaction and COOquality control for all audit and risk consulting clients. Led the firm through significant change in the accounting industry resulting from the passage of the Media Group,Sarbanes-Oxley Act.

   Financial expertise: Gained comprehensive public accounting experience at the highest level and substantial financial expertise over his 40 year career at Deloitte & Touche and as the lead audit partner for several of its largest clients, as well as through serving as a Trustee of the Goldman Sachs Trust.

   Risk management: Developed a deep understanding of vertical and horizontal risk exposures – within companies and across industries – through providing enterprise risk services. Also led Deloitte & Touche through assessments of its own audit risk exposures.

   Strategic planning: As a member of Deloitte’s Board of Directors and numerous management committees, helped shape strategic organizational priorities and relationships with regulators.

Career highlights:

•   Deloitte & Touche LLP, the accounting, auditing and risk advisory subsidiary of Deloitte LLP

¡   Chairman and Chief Executive Officer (2001-2005 and 2012-2014)

¡   Member, Deloitte LLP Board of Directors (2006-2012)

Other public company boards:

Goldman Sachs Trust (since 2015)

9


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Our governance framework

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 Guidelines.

Board leadership structure

Verizon’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 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 and 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.

To maintain an appropriate level of independent 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. 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. In addition, 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 is given 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, as well as independent Directors who are fully involved in the Board’s operations and decision making.

Clarence Otis, Jr.

Lead Director

LOGO

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

Limiting service on other boards

Based on the evolving role of directors and the need to devote sufficient time to fulfill their responsibilities effectively, the Board has adopted 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.

10


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Board meetings and executive sessions

In 2021, our Board of Directors held 11 meetings, including 6 regularly scheduled meetings and 5 special meetings. Our Board met in virtual-only format, as well as in hybrid format, with safety measures in place for those attending in person, allowing for in-person interaction while retaining the flexibility to adapt to continually evolving COVID-19 pandemic circumstances and protocols in 2021.

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 2021. Directors standing for re-election are expected to attend the annual meeting of shareholders. In 2021, all nine Directors standing for re-election attended the annual meeting, which was conducted in a virtual-only format.

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 committees

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 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.

Where to find more information

You can find information about Verizon’s Directors, Board committees and a video from our Lead Director on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance. You can also access Verizon’s Corporate Governance Guidelines, Code of Conduct and other corporate governance materials, including Verizon’s certificate of incorporation, bylaws, committee charters and policies at that site. You can request copies of these materials from the Assistant Corporate Secretary at the address given under “Contacting us.”

In addition, you can access all of Verizon’s ESG reporting, including our ESG Report, TCFD Report, Transparency Reports, Political Engagement Reports and EEO-1 Report, as well as key company policies, through our ESG Resources Hub at www.verizon.com/about/investors/reporting.

Beyond the boardroom

Engagement outside of Board meetings provides our Directors with additional insight into our business and our industry, and gives them valuable perspectives 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 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 regularly 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.

In 2021, our Directors visited Newlab, a multi-disciplinary technology center and innovation hub at the Brooklyn Navy Yard in Brooklyn, New York, to participate in presentations on 5G use cases and robotics demonstrations.

In 2021, several of our Directors appeared in a special video message from the Board thanking our employees and recognizing them for their efforts navigating the challenges presented by the COVID-19 pandemic. You can watch the video by visiting www.verizon.com/about/news/big-thank-you-v-teamers.

11


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Audit Committee

Key responsibilities and activities

•   Assess and discuss with management Verizon’s significant business risk exposures (including those related to cybersecurity, data privacy, data security and bribery and corruption) 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, and oversee the work of the independent registered public accounting firm

•   Oversee financial reporting and disclosure matters

•   Oversee Verizon’s internal audit function

•   Assess Verizon’s compliance processes and programs

•   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 relating to accounting, internal accounting controls or auditing matters

The Board has determined that each of Ms. Archambeau, Ms. Austin, Mr. Narasimhan, Mr. Otis and Mr. Weaver is an audit committee financial expert.

Members

Gregory Weaver (Chair)

Shellye Archambeau

Roxanne Austin

Laxman Narasimhan

Clarence Otis, Jr.

2021 meetings

11

Corporate Governance and Policy Committee

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

•   Recommend Directors to serve as members of each 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 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)

Melanie Healey

Laxman Narasimhan

Rodney Slater

*  Vittorio Colao served on the Committee until February 13, 2021.

2021 meetings

6

12


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Finance Committee

Key responsibilities and activities

•   Monitor Verizon’s capital needs and 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

Clarence Otis, Jr.

Carol Tomé

Gregory Weaver

*  Vittorio Colao served on the Committee until February 13, 2021.

2021 meetings

6

Human Resources Committee

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

2021 meetings

7

13


Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Board and committee assessments

Our Board conducts a comprehensive annual assessment to enhance the effectiveness of the Board and its committees and to continue to reflect evolving best practices in their processes. While the assessment process is generally led by the Lead Director, the Board periodically engages a third-party consulting firm to bring an outside perspective to the process. As part of this robust assessment, each Director completes a detailed written questionnaire designed to elicit suggestions for improving Board and committee effectiveness and feedback on a range of issues, including Board leadership, culture, purpose and strategy, composition and structure and risk management. In addition, 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 Board discusses the feedback received from the questionnaires and interviews during an evaluation session facilitated by the Lead Director. The evaluation for 2021 was conducted by the Lead Director and concluded that the Board and its committees are operating effectively. The recommendations to further enhance Board effectiveness, which we addressed, include continued focus on strategic oversight, including 5G measures of success, as well as 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

Online questionnaire on a range of topics relating to enhancing Board effectiveness

One-on-one
discussions

Candid, one-on-one discussions between the Lead Director and Directors to elicit additional feedback

Reporting back

A summary of the assessment results provided to the Board

Closed session discussion

Closed session discussion of the assessment results facilitated by the Lead Director

Feedback
incorporated

Policies and practices updated as appropriate to address any suggestions or enhancements per the assessment

LOGO   

LOGO   

LOGO   

LOGO   

Director orientation and continuing education

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 include presentations by thought leaders and industry experts, formal education sessions, meetings with management subject matter experts, participation in industry forums and site visits.

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Verizon 2022 Proxy Statement

Proxy
summary

Governance

Executive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Oversight of strategy

All of our Directors have deep experience and expertise in strategic planning and execution. The Board engages Verizon’s senior leaders in robust discussions about strategic goals and challenges them to execute on the strategic plan, address emerging challenges and disruptions, and promote innovation. In addition to an annual strategy retreat, strategy is allocated substantial time on the agenda for each regular Board meeting. During these reviews, the Board engages with senior management regarding the competitive landscape, operational objectives and challenges and regulatory developments.

Oversight of business risks

While senior management has primary responsibility for managing business risks, 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. Through its oversight role, the Board sends 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.

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. Further, the Board reviews the risks associated with Verizon’s strategic plan throughout the year.

In addition, 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.

Enterprise risk management program. The Audit Committee oversees the operations of Verizon’s enterprise risk management program, which identifies the primary risks to Verizon’s business, including risks related to cybersecurity, data privacy and security, and the Company’s supply chain. The Audit Committee periodically monitors and evaluates the primary risks associated with particular business units and functions. As part of Verizon’s annual enterprise risk assessment process, the Audit Committee reviews key business risks with the Chief Financial Officer and the Senior Vice President of Internal Audit. These risks inform Board and Audit Committee discussion topics throughout the year.

In addition, the Audit Committee works with Verizon’s Senior Vice President of Internal Audit, who helps identify, evaluate and implement risk management controls and methodologies to address identified risks and who functionally reports directly to the Committee. The Committee routinely meets privately with representatives from the independent registered public accounting firm, the Senior Vice President of Internal Audit, and the Chief Administrative, Legal and Public Policy Officer.

Strategic crisis management. In order to position Verizon leadership and the Board to respond to strategic risks and protect Verizon’s core assets in a potential crisis, the Company maintains a Strategic Crisis Management Program. 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 in order to encourage 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, Verizon’s Board maintains a Board Crisis Response Plan, which is a structured plan to be used in connection with any crisis that could have a significant strategic impact on the Company’s brand, reputation, finances or legal, political or regulatory position – providing a framework for appropriate Board oversight and assessment of the response to a crisis, while allowing 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 and renewable energy exposures. The Finance Committee reviews and approves the Company’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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Verizon 2022 Proxy Statement

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Governance

Executive
compensation
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matters
Stock
ownership
Shareholder
proposals
Additional
information

Oversight of ESG strategy and risks

Our Board recognizes that operating responsibly – minimizing the environmental impact of our operations, protecting the privacy of our customers’ information and respecting human rights by creating an environment of respect, integrity and fairness for our employees and customers wherever we do business – is fundamental to the long-term success of our Company. The Corporate Governance and Policy Committee oversees corporate responsibility and sustainability. Verizon has a Chief ESG Officer dedicated to enhancing the Company’s sustainability reporting and stakeholder engagement on environmental, social and governance issues that align with Verizon’s core business strategy. The Chief ESG Officer heads a cross-functional team that focuses on strategic areas including governance, reporting, human rights, environmental sustainability and digital trust and safety and also oversees Verizon’s efforts to deliver on its ESG commitments. The Chief ESG Officer regularly provides the Corporate Governance and Policy Committee with updates on the Company’s ESG priorities, commitments and reporting.

Environmental sustainability and climate. To address climate-related risks, Verizon is 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. We have announced science-based emissions reduction targets for our Scope 1, 2 and 3 emissions and have set ambitious goals to source or generate renewable energy equivalent to 50% of our total annual electricity consumption by 2025 and to achieve net zero operational emissions (Scope 1 and 2) by 2035. The Executive Climate Oversight Committee, composed of Verizon’s Chief Financial, Chief Administrative, Chief ESG and Chief Sustainability Officers, monitors Verizon’s progress on these initiatives and commitments and recommends changes or enhancements to our climate strategy. Representatives from the Strategy, Network, Fleet, Global Real Estate, Treasury, Sustainability and ESG organizations report to the committee on climate-related issues and initiatives that fall within their responsibilities. The Chief ESG Officer periodically updates the Corporate Governance and Policy Committee on the issues considered by the committee, the Company’s progress in meeting its climate-related commitments, and any significant developments relating to the Company’s strategy for managing climate-related risks.

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 possible laws or regulations that seek to mitigate climate change.

Corporate Governance and Policy Committee: The Corporate Governance and Policy Committee oversees Verizon’s progress on meeting our environmental sustainability commitments.

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 strategy.

Human Resources Committee: To motivate management to be good stewards of our planet and reduce the environmental impact of our operations, the Human Resources Committee has included a carbon intensity reduction target as one of the performance measures in the Short-Term Incentive Plan (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 and 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 protection and 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 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 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, vulnerability management, antivirus and malware protection, file integrity monitoring, encryption and access control. The Chief Information Security Officer leads an annual review and discussion with the full Board dedicated to Verizon’s cyber risks and threats and cyber protections and provides updates throughout the year, as warranted.

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Verizon 2022 Proxy Statement

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 issues and 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 Company’s handling of business and reputational risks relating to Verizon’s position and engagement on important public policy issues, as well as individual events and incidents that may affect the Company’s reputation. Each year, Verizon’s Chief Administrative, Legal and Public Policy Officer updates the Committee on the current policy issues facing the Company that may generate publicity and impact corporate reputation. Through this annual briefing, 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 makes sure that the Board is informed of current developments that may 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. Our political activity, including lobbying, is overseen by the Corporate Governance and Policy Committee, which receives a comprehensive briefing from the Chief Administrative, Legal and Public Policy Officer 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 that lists all political action committee contributions and corporate political contributions. Our report also discloses our Public Policy organization’s memberships in trade associations and issue advocacy organizations for which our support exceeds $50,000 annually. Verizon supports these organizations for a number of reasons, including to reflect our interest in the community, to acquire valuable industry and market expertise, and to support specific strategic policy and business goals and interests. These groups often have a diversity of members, interests and viewpoints that do not necessarily reflect Verizon’s beliefs or priorities and we may not always agree with all of the positions of each organization or its members. When we disagree with a position of an organization we support, we communicate our concerns through the senior executives who interact with these organizations. Verizon also takes these differences under consideration when determining whether support of an organization is, on balance, in the best interests of the Company and its stakeholders.

Human rights. As expressed in its 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. Our human rights efforts are overseen by the Corporate Governance and Policy Committee.

Anti-corruption. Verizon has a robust anticorruption program to comply with applicable anticorruption rules, including the Foreign Corrupt Practices Act and the U.K. Bribery Act. As part of this program, the Audit Committee receives annual reports summarizing the Company’s continued compliance with applicable anticorruption rules. Every two years, we review and assess our anti-corruption program with the goal of finding areas for improvement. This process is done under the direction of our Chief Compliance Officer, who reports the findings to the Audit Committee.

Oversight of human capital management

Oversight of human capital management, including culture and employee engagement, diversity, equity and inclusion and talent acquisition and development, historically has been conducted by the full Board, as well as the Human Resources Committee. In 2021, the Board amended the Human Resources Committee Charter to expressly delegate to the Committee oversight responsibilities in relation to human capital management.

Culture and employee engagement. Our Board views our employees as one of Verizon’s most critical assets and regularly receives briefings from the CEO on initiatives to strengthen our company culture and encourage employee engagement. The CEO reviews 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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Verizon 2022 Proxy Statement

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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.

Succession planning and talent development. Our Board recognizes that one of its most important duties is to promote continuity in Verizon’s 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 on its activities to the full Board, which addresses succession planning during executive 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 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 in-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 who should be considered as potential future senior executives.

Our goal is to develop 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 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.

Employee 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 Chief Human Resources Officer briefs the Human Resources Committee on the Company’s health and safety protocols, incidents involving employees and suppliers, and actions that management is taking to limit these risks.

Compensation risk. The Human Resources Committee considers the impact of our executive compensation program and the 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 Senior Vice President of Internal Audit and the Corporate Secretary. The assessment includes a review of the features and characteristics of Verizon’s compensation policies and programs, the performance metrics under the Short- and Long-Term Incentive Plans and the process for calculating and approving adjustments that are part of the plan, as well as the approval processes for compensation programs and related payouts. The assessment also reviews governance oversight at the Committee and Board level, Code of Conduct provisions and 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 concluded that our compensation policies and procedures are not reasonably likely to have a material adverse effect on Verizon because they are appropriately structured and discourage employees from taking excessive risks.

Other risk-related matters

Business conduct and ethics. 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 Officer 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 violations with the Audit Committee at least annually.

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Verizon 2022 Proxy Statement

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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 officers or Directors. In the unlikely event of a waiver, we will promptly disclose the Board’s action on our website.

Related person transactions. The Board has adopted the Related Person Transaction Policy that is included in the 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 2021, there were no related person transactions required to be disclosed in this proxy statement.

Our approach to shareholder engagement

We believe that a robust shareholder outreach 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 independent Lead Director, Clarence Otis, Jr., or other Directors, when requested and appropriate. Shareholder feedback is regularly summarized and shared with our Board.

In 2021, topics covered in engagement included:

Environmental

•  Climate change – net zero emission plan

•  Device and e-waste recycling

•  Network reliability and resilience

Social

•  Cybersecurity

•  Digital inclusion

•  Human capital, including diversity, equity and inclusion

•  Supply chain

Governance

•  Board diversity and skills

•  Business ethics

•  Executive compensation

•  Human rights

•  Political engagement

Disclosure

•  SASB industry standard

•  TCFD, including scenario analyses

•  Human capital metrics

•  ESG data index

In addition to our regular shareholder engagement, in 2021, our Chief Financial Officer and our Corporate Secretary participated in calls with key investors to discuss our growth strategy and its relationship to our Board composition and refreshment plans. Our Chief Financial Officer also hosted a special engagement event focused on climate featuring senior leaders from the Network, Supply Chain, Treasury and ESG organizations for our 50 largest investors.

Also in 2021, our Lead Director, Clarence Otis, Jr., discussed corporate purpose, decisions about when to speak on social issues, Board oversight of human capital management, and Board composition and refreshment in a video on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance.

Verizon’s dedicated ESG team focuses on stakeholder engagement and decision-useful reporting in strategic areas including governance, human rights, environmental sustainability and digital trust and safety and also oversees Verizon’s efforts to deliver on its ESG commitments. Over the past two years, in response to feedback from our investors, we have aligned our ESG reporting with the Sustainability Accounting Standards Board standards for the telecommunications industry and the recommendations of the Task Force on Climate-Related Financial Disclosures. We strive to make it easy for shareholders to learn about our positions and progress on the issues that matter to them. To that end, we have created an ESG Resources Hub on our Investor Relations website at www.verizon.com/about/investors/reporting that houses all of our ESG reporting and policies.

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Verizon 2022 Proxy Statement

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2021 annual ESG reporting cycle

LOGO

Communicating with our Directors

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.

How to contact the Board

Any shareholder or interested party may communicate directly with our Board, any committee of our Board, any individual Director (including the Lead Director and the committee chairs) or the non-employee Directors as a group, by writing to:

Verizon Communications Inc.

Board of Directors

(or committee name, individual Director, Lead

Director, committee chair or non-employee

Directors as a group, as appropriate)

1095 Avenue of the Americas

New York, New York 10036

Verizon’s Corporate Secretary reviews all correspondence addressed to our Directors and periodically provides the Board with copies of all communications that deal with the functions of our Board or its committees, or that otherwise require Board attention. Typically the Corporate Secretary will not forward communications that are of a personal nature or are unrelated to the duties and responsibilities of our Board, including business solicitations or advertisements, mass mailings, job-related inquiries, or other unsuitable communications. All communications involving substantive accounting or auditing matters are forwarded to the Chair of the Audit Committee.

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Verizon 2022 Proxy Statement

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Governance

Executive
compensation
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Additional
information

Non-employee Director compensation

The Human Resources Committee, in consultation with its independent compensation consultant, reviews and recommends non-employee Director compensation. In 2021, each non-employee Director of Verizon was entitled to an annual cash payment of $125,000. The Chairs of the Corporate Governance and Policy Committee and the Finance Committee were entitled to receive an additional annual cash payment of $20,000, and the Chairs of the Audit Committee and the Human Resources Committee were entitled to receive an additional annual cash payment of $30,000. The Lead Director was entitled to an additional annual cash payment of $50,000. Directors who served in each of these roles for less than a full year received a portion of the annual payment commensurate with their service.

In 2021, each non-employee Director also received a grant of Verizon share equivalents valued at $175,000 on the grant date. No meeting fees were paid if a non-employee Director attended a Board or committee meeting on the day before or the day of a regularly scheduled Board meeting. Each non-employee Director who attended a Board or committee meeting held on any other date received a meeting fee of $2,000.

Each non-employee Director who joins our Board receives a one-time grant of 3,000 Verizon share equivalents valued at the closing price on the date the new Director joins our Board. Ms. Tomé did not receive such a grant upon joining the Board in 2021, because she previously received one in connection with her prior service on the Board in 2020.

All share equivalents that non-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. 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 payment and meeting fees (if any) under the Deferral Plan. They 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.

The non-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 any non-profit with 501(c)(3) status, and $1,000 per year of charitable donations to designated disaster relief campaigns.

Non-employee Director compensation in 2021

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*

   161,000    175,000    0    0    0    0    336,000 

Roxanne Austin

   145,000    175,000    0    0    0    0    320,000 

Mark Bertolini*

   157,000    175,000    0    0    0    0    332,000 

Vittorio Colao+

   33,250    0    0    0    0    0    33,250 

Melanie Healey

   133,000    175,000    0    0    0    0    308,000 

Laxman Narasimhan

   62,500    256,370    0    0    0    0    318,870 

Clarence Otis, Jr.**

   195,000    175,000    0    0    0    0    370,000 

Daniel Schulman*

   161,000    175,000    0    0    0    0    336,000 

Rodney Slater

   133,000    175,000    0    0    0    0    308,000 

Carol Tomé

   43,667    58,333    0    0    0    0    102,000 

Gregory Weaver*

   175,000    175,000    0    0    0    0    350,000 

*

Denotes a chair of a standing committee during 2021.

**

Mr. Otis served as Lead Director during 2021.

+

Mr. Colao served on the Board until February 13, 2021.

1

This column includes all fees earned in 2021, whether the fee was paid in 2021 or deferred.

2

For each non-employee Director, this column reflects the grant date fair value of the non-employee Director’s 2021 annual stock award and, for Mr. Narasimhan, the one-time grant he held sincereceived when joining the CompanyBoard, in April 2018. Mr. Armstrong lefteach case computed in accordance with FASB ASC Topic 718. The following reflects the Company onaggregate number of share equivalents held as of December 31, 2018.2021 by each person who served as a non-employee Director during 2021: Ms. Archambeau, 35,728; Ms. Austin, 7,225; Mr. Bertolini, 30,276; Mr. Colao, 0; Ms. Healey, 46,835; Mr. Narasimhan, 4,661; Mr. Otis, 95,520; Mr. Schulman, 14,754; Mr. Slater, 59,904; Ms. Tomé, 1,075; and Mr. Weaver, 27,776.

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Verizon 2022 Proxy Statement

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RetirementExecutive
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Executive

compensation

Item 2: Advisory vote to approve executive compensation

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 2022 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 2021 is similar to prior years, with updates to address changes in our business unit structure and 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;

Aligns the executives’ long-term interests with those of our shareholders; and

Retains high-performing executives.

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.

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 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 the process for evaluating our executive compensation program.

LOGO   

The Board of Mr.Directors recommends that you vote FOR this proposal.

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Compensation discussion and analysis

LOGO

*

Mr. StrattonDunne stepped down as Executive Vice President and President — Global OperationsGroup CEO – Verizon Consumer on June 7, 2018December 31, 2021 and remainedcurrently serves as a strategic advisor to Verizon until he retired from the Company on December 31, 2018.Mr. Vestberg.

 

**

Verizon 2019 Proxy Statement    29


Compensation Discussion and Analysis

Best Practices in Executive Compensation and Governance

New Operating Structure. In November 2018, Verizon announced the realignment of the Company’s operating structure around three core segments — Verizon Consumer Group, Verizon Business Group and Verizon Media Group — effective for financial reporting purposes on April 1, 2019. Effective January 1, 2019, Mr. Dunne was namedMalady became Executive Vice President and President of Verizon’s Consumer Group.

Compensation changes made in connection with these key management changes are described in this Compensation Discussion— Global Networks and Analysis.

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 executive compensation program that demonstrate the rigor of our policies.

Compensation Practice

Verizon Policy

More

Information

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Pay for performance

LOGO

Approximately 90% of named executive officers’ total compensation opportunity is variable, incentive-based pay.

34

Robust stock ownership guidelines

LOGO

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 3x the cash component of the annual Board retainer. While they serve on the Board, Directors may not divest share equivalents granted to them by Verizon.

49

Shareholder outreach

LOGO

Our outreach program gives institutional shareholders a regular opportunity to express their views about our executive compensation program and policies. Shareholder input is carefully considered by the Committee.

32

Clawback policies

LOGO

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 or (ii) a material financial restatement.

49

Anti-hedging policy

LOGO

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.

49

Annual compensation risk assessment

LOGO

We perform a risk assessment of our compensation program every year.

19

Independent

compensationconsultant

LOGO

An independent compensation consultant advises the Committee on executive compensation. The consultant cannot do any work for the Company while it is engaged by the Committee.

31

Double-trigger change in control

LOGO

In the event of a change in control, our Long-Term Incentive Plan (Long-Term Plan) requires an involuntary termination for accelerated vesting of awards.

48

Annual shareholder

say-on-pay

LOGO

We value our shareholders’ input on our executive compensation program, so our Board seeks anon-binding advisory vote from shareholders every year to approve the executive compensation disclosed in our CD&A and compensation tables.

70

Taxgross-ups

LOGO

We do not provide taxgross-ups to our executive officers.

47

Dividends on unearnedperformance awards

LOGO

We do not pay dividends on unearned Performance Stock Units (PSUs) or Restricted Stock Units (RSUs).

40

Employment contracts

LOGO

None of our named executive officers has an employment contract.

48

Guaranteed benefits

LOGO

Beginning in 2006, we froze our defined benefit pension and supplemental benefits.

�� 

48Technology on March 1, 2022.

 

***

30Mr. Gowrappan separated from Verizon 2019 Proxy Statement


Compensation Discussion and Analysis

Roles and Responsibilities

Roles and Responsibilities

Human Resources Committee

The Human Resources Committeecontinued employment with the Media Group business upon the sale of the BoardMedia Group business to affiliates 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. The CEO’s compensation is determined by the independent members of the Board after receiving the Committee’s recommendation. References to the CommitteeApollo Global Management Inc. (Apollo) in this Compensation Discussion and Analysis with respect to the CEO’s compensation reflect that process.September 2021.

Management

The Committee may consult with the Executive Vice President and Chief Administrative 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 Administrative 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

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 Meyer as its compensation consultant (Consultant) based on the firm’s independence and expertise in representing the compensation committees of large corporations.

Roles and responsibilities

Human Resources Committee. The Human Resources Committee of the Board of Directors oversees the design and implementation of the compensation program for our named executive 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. The Committee may consult with the Chief Human 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 Human 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. 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 retained Semler Brossy as its compensation consultant (Consultant). The Consultant advises the Committee on all matters related to the compensation of our named executive officers and our non-employee Directors. The Consultant’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 data provided by the Company. The Consultant participates in all Committee meetings and confers regularly with the Committee in executive session at those meetings.

Committee policy prohibits the Consultant from doing any work for the Company during its engagement, and the Consultant did not perform work for the Company in 2021. The Committee made assessments of the Consultant under SEC rules and NYSE and Nasdaq listing standards and concluded that the Consultant was independent, and that its work in 2021 for the Committee did not raise any conflicts of interest.

Shareholder feedback on compensation

Our Board, the Human Resources Committee and our management team value shareholder perspectives on our executive compensation program. Management and Directors engage with our institutional shareholders in meetings and calls throughout the year. Topics 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 our long-term strategy, the payout terms of equity awards, compensation recoupment policies and shareholder proposals, and our 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 program, the Committee considers the outcome of Verizon’s annual shareholder advisory vote on executive compensation – the “say-on-pay.” At our Annual Meeting

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in May 2021, the compensation of our named executive officers was approved by approximately 92% of votes cast. Based on the perspective obtained from discussions with our long-term shareholders, the results of our 2021 say-on-pay vote, and the history of strong shareholder support in prior say-on-pay votes, the Committee believes our shareholders continue to strongly support Verizon’s executive compensation program.

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 executive compensation program that demonstrate the rigor of our policies.

  LOGO     What we do

More information

on page

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.

33

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 3x the cash component of the annual Board retainer.

37

Shareholder outreach

Our outreach program gives institutional shareholders a regular opportunity to express their views about our executive compensation program and policies. Shareholder input is carefully considered by the Committee.23

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 or (ii) a material financial restatement.

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.

38

Annual compensation risk assessment

We perform a risk assessment of our compensation program every year.18

Independent compensation consultant

The Committee’s independent compensation consultant cannot do any work for the Company while it is engaged by the Committee.23

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

  LOGO     What we don’t do

Tax gross-ups

We do not provide tax gross-ups to our executive officers or Directors.

36

Dividends on unearned performance awards

We do not pay dividends on unearned Performance Stock Units (PSUs) or Restricted Stock Units (RSUs).

32

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 oursupplemental executive retirement benefits.

36

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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 Plan and the Long-Term Plan – to the total compensation opportunities for executives in comparable positions at peer companies, referencing the 50th percentile 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 peer groups utilized for compensation benchmarking are reviewed each year. For 2021 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-cap technology companies (Alphabet, Amazon, Meta Platforms and Netflix) that are not included in the Dow. The inclusion of the four additional technology companies in the peer group for 2021 compensation decisions represented a change to the peer group used for 2020 compensation decisions, which was comprised of the companies (other than Verizon) in the Dow with at least $50 billion in annual revenue, plus Verizon’s five largest industry competitors that were not included in the Dow (AT&T, Charter Communications, Comcast, Sprint Corporation and T-Mobile US). The Committee determined that increasing an emphasis on technology companies in our peer group would better reflect the companies we compete with for executive talent, while maintaining a robust number of peer companies for comparison purposes and providing clarity and transparency for shareholders.

Below are the companies included in the Company’s peer group for 2021 compensation purposes.

Alphabet

Amazon

Apple

AT&T

Boeing

Charter Communications

Chevron

Comcast

Home Depot

IBM

Intel

Johnson & Johnson

JPMorgan Chase

Meta Platforms

Microsoft

Netflix

Procter & Gamble

T-Mobile US

UnitedHealth Group

Walgreens Boots Alliance

Walmart

Walt Disney

Compensation objectives and elements of compensation

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 to drive our customer-focused transformation of the digital market, 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.

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Elements and mix of compensation to emphasize long-term performance

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

CharacteristicsPurpose

Base salary

Annual fixed cash compensationAttract and retain high-performing and experienced executives

Short-term incentive opportunity

Annual variable cash compensation based on the achievement of predetermined annual performance measuresMotivate executives to achieve short-term performance goals that will establish the foundation for future growth

Long-term incentive opportunity

Long-term variable equity awards granted annually as a combination of performance-based stock units and time-based restricted stock unitsAlign executives’ interests with those of shareholders, encourage efforts to grow long-term value, and retain executives

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. Moreover, since the annual Long-Term Plan awards 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.

The following chart illustrates the approximate allocation of the named executive officers’ 2021 total compensation opportunity between variable, performance-based elements and fixed pay.

2021 total compensation pay mix

LOGO

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. The Committee also considered market data with respect to the mix of annual cash and long-term equity components for similarly situated executives among the peer group. Based on its review, the Committee established long-term target compensation opportunities at levels more than double the annual base salary and short-term incentive target compensation opportunities of the named executive officers.

Performance target setting

The Committee takes a holistic approach to establishing performance targets under our incentive plans and ensuring that they 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, 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;

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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 commitments to reduce its environmental impact and promote diversity in its workforce and among its business partners.

2021 annual base salary

To determine an executive’s base salary, the Committee, with assistance from the Consultant, considers the pay practices of the peer 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. 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. Taking into account these considerations, the Committee approved 2021 base salary increases of 5% for Mr. Dunne, 11.76% for Ms. Erwin and 6.25% for Mr. Malady. Messrs. Vestberg, Ellis and Gowrappan did not receive a base salary increase in 2021.

2021 short-term incentive compensation

The Verizon Short-Term Plan motivates executives to achieve challenging short-term performance 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.

The Committee set the values of the 2021 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 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 grants of plan-based awards table on page 42.

For the named executive officers, target award opportunities, expressed as a percentage of base salary, did not change for 2021. However, the dollar value of the 2021 target award opportunity for Mr. Dunne, Ms. Erwin and Mr. Malady increased from 2020 as a result of the base salary increases described above. The following table shows the 2021 Short-Term Plan target award opportunity for each of the named executive officers.

2021 Short-Term Plan target award opportunity

Named executive officer

  As a percentage of base salary     As a dollar value 

Mr. Vestberg

   250%      $3,750,000 

Mr. Ellis

   150%      $1,425,000 

Mr. Dunne

   150%      $1,575,000 

Ms. Erwin

   150%      $1,425,000 

Mr. Malady

   150%      $1,275,000 

Mr. Gowrappan*

   150%      $1,275,000 

*

As a result the sale of the Media Group business to affiliates of Apollo in September 2021, Mr. Gowrappan was not eligible to receive a Short-Term Plan award from Verizon for 2021.

Annual performance measures

In February 2021, the Committee established the performance measures and targets for the 2021 Short-Term Plan. The Committee established financial, operational and ESG performance measures and targets at the Verizon corporate level, based on Verizon’s consolidated results, that apply to all executives under the plan and established additional financial and operational performance measures and targets and qualitative leading indicators that applied to executives in each of the Company’s operating units – the Business Group, Consumer Group, Global Network and Technology (GN&T) Group and Media Group. The Short-Term Plan award opportunity for Messrs. Vestberg and Ellis was determined solely by the

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Company’s achievement against the Verizon corporate performance measures. Fifty-percent of the Short-Term Plan opportunity for Mr. Dunne, Ms. Erwin and Mr. Malady was determined by the Company’s achievement against the Verizon corporate performance measures, and 50% was determined by the achievement of the financial and operational performance measures and qualitative leading indicators established for the respective unit that each leads. For each performance measure, the Committee set 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. Mr. Gowrappan was not eligible to receive a Short-Term Plan award from Verizon for 2021 as a result of his separation from Verizon and continued employment with the Media Group business upon the sale of the Media Group business to affiliates of Apollo in September 2021 (Media Group Sale).

The 2021 performance measures, along with the weighting ascribed to each, are shown below 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 2021 measures and related targets approved by the Committee are described in detail below. The Committee did not make any modifications to the 2021 measures and targets due to COVID-19.

2021 Short-Term Plan performance measures and weightings

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Why these performance measures?

For the Verizon corporate performance measures, the Committee selected adjusted operating income, service and other relevant market datarevenue, and cash flow from operations to reflect Verizon’s strategic goals of encouraging profitable operations, growth and delivering best-in-class network experiences in our industry. The Consultant helpsa cost efficient manner. Consistent with prior years, the Committee interpret this data, as well as data providedalso selected diversity and sustainability metrics to reflect Verizon’s commitments to promoting diversity among our employees and our business partners and reducing the environmental impact of our operations.

Adjusted operating income is a measure that reflects operating profitability because it indicates how much profit we generate after subtracting operating expenses, including depreciation and amortization and the other costs of running the business, from total revenue. The Committee views this as an important indicator of how well our management is growing revenue while managing operating costs. Adjusted operating income excludes the effect of special items, which provides more comparable financial results from period to period.

Service and other revenue is a measure that reflects the extent to which we have been successful in attracting and retaining customers, penetrating key markets with our products and services and creating high-quality growth. The Committee views this measure as an important indicator of Verizon’s growth and success in realizing its strategic initiatives. The Committee selected this measure for the 2021 Short-Term Plan, rather than total revenue, which was utilized as a performance measure for the 2020 Short-Term Plan, because service and other revenue better reflects our generation of profitable revenue from attracting and retaining customers and penetrating key markets with our products and services and excludes revenue from

the sale of equipment, which is generally not reflective of the profitability of our business, is driven by external factors and is not core to the Company. The Consultant participatesstrength of our business.

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 networks, service and repay external financing, pay dividends and invest in new businesses and spectrum. The Committee selected this measure for the 2021 Short-Term Plan, rather than free cash flow, which was utilized as a performance measure for the 2020 Short-Term Plan, because cash flow from operations is not reduced by capital expenditures. In making this selection, the Committee considered the Company’s strategic imperative to quickly deploy the C-Band spectrum it was acquiring in 2021 and determined that this measure would be better aligned with and further the Company’s strategy, because it would not disincentivize management from making additional capital expenditures to more quickly put the C-Band spectrum into service, if a faster roll-out could be achieved.

ESG metrics relating to diversity and sustainability reinforce our corporate purpose to “create the 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 business partners. We are also committed to reducing the environmental impact of our operations because we believe that it is important for us to be good stewards of our planet while we continue to serve our customers. Therefore, the Committee utilizes diversity and sustainability metrics and targets that measure the percentage of our U.S.-based workforce that is comprised of women and minorities (workforce diversity), the amount of our overall annual supplier spend with diverse firms (diverse supplier spend) and the percentage by which we reduce our carbon intensity – the amount of carbon our business emits divided by the terabytes of data we transport over our networks – as compared to the prior year (carbon intensity reduction).

For the unit-level performance measures, in addition to the Verizon corporate performance measures which make up 50% of the award opportunity for unit leaders, the Committee selected unit-level adjusted operating income and service and other revenue for the Consumer Group and Business Group and a network expense performance measure for the GN&T Group to further focus the unit-level leaders on driving their individual unit’s contribution to Verizon’s overall profitability and growth. The Committee also selected qualitative leading indicators for the Consumer Group and Business Group to focus unit leaders on annual strategic initiatives designed around the 5G strategy and other objectives that lay the groundwork for our long-term growth and, for the GN&T Group, to focus GN&T leaders on maintaining network leadership while building for the future. At the end of the year, the CEO assesses the extent to which each unit has delivered on the leading indicators and will make a recommendation to the Committee on the level of attainment.    

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2021 adjusted company results1

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. In determining Verizon corporate performance against the performance measures, the Committee made adjustments to service and other revenue and adjusted operating income for impacts associated with strategic transactions in 2021, adjustments to adjusted operating income and cash flow from operations for impacts related to the 2021 acquisition of C-Band spectrum through the Federal Communications Commission’s Auction 107 (C-Band Acquisition) and adjustments to workforce diversity for the impacts related to the Media Group Sale. For the Consumer Group, the Committee made adjustments to service and other revenue and adjusted operating income for strategic transactions in 2021, and adjustments to adjusted operating income for impacts associated with the C-Band Acquisition and intercompany expenses. For the Business Group, the Committee made adjustments to adjusted operating income for intercompany expenses, and for the GN&T Group, the Committee made adjustments to network expenses for impacts associated with the C-Band Acquisition. The Committee did not make any modifications to the 2021 targets or results due to COVID-19.

LOGO

        (all dollar amounts in billions)

Verizon corporate

    Target  Results

Service and other revenue

    $113.6  $112.7

Adjusted operating income

    $32.2  $31.9

Cash flow from operations

    $36.5  $37.8

ESG (diversity & sustainability)

    

 

  

 

Diverse supplier spend2

    $5.7  $5.5

Workforce diversity

    59.7%  59.7%

Carbon intensity reduction

    10.0%  14.0%

1

A reconciliation of non-GAAP measures to the most directly comparable GAAP measures may be found in all Committee meetingsAppendix B.

2

For the twelve-month period ended November 30, 2021.

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        (all dollar amounts in billions)
LOGO   

Consumer Group

 Target Results
  

Service and other revenue

 

$75.9

 $74.9
  

Adjusted operating income

 

$30.9

 $30.1
  

Leading indicator

 

Leverage network capabilities and drive increased adoption of 5G Home and Mobile while driving customer satisfaction and value offerings.

 

•   Grew 5G phone percentage of customer base to 34%.

 

•   Introduced best-in-class Mix and Match 4.0 offering and provided additional value to our customers through content partnerships with premium brands.

 

•   Completed our strategic acquisition of TracFone Wireless, Inc. to strengthen our position in the value market.

        (all dollar amounts in billions)
    

Business Group

 Target Results
  

Service and other revenue

 

$28.1

 $27.7
  

Adjusted operating income

 

$4.0

 

$3.5

LOGO

  

Leading indicator

 

Build, design, and deliver the future through commercializing and scaling 5G and 5G edge while driving exceptional customer experiences.

 

 

•   Grew 5G phone percentage of customer base to 18%.

 

•   Commercialized and scaled 5G by deploying 5G Ultra Wideband in parts of 87 cities and more than 60 venues and through key partnerships with premium brands.

 

•   Created exceptional customer experiences, improving our net promoter score.

 

   
        (all dollar amounts in billions)
    

GN&T Group

 Target Results
  

Network expense

 

$14.0

 $14.0

LOGO

  

Network performance

 

Defend and grow network leadership position while maintaining reliability and propelling the business forward through the development of our Intelligent Edge Network and next generation technologies.

 

•   Achieved aggressive 5G build targets, covering 95 million points of presence with C-Band spectrum and nearly doubling total 5G millimeter wave presence, and made significant progress on our OneFiber initiative.

 

•   Most awarded for Network Quality, for the 27th time in a row by J.D. Power, and awarded “Most Reliable 5G Network” by RootMetrics.

 

    

LOGO   Service and confers regularly with

       other revenue        

LOGO   Adjusted operating

       income

LOGO   Network

       expense

LOGO   Leading indicator/network

       performance (GN&T)

LOGO   Verizon corporate

       performance

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information

2021 Short-Term Plan awards

Based on its assessment of Verizon’s performance against the Verizon corporate measures and targets set forth above, the Committee approved a payout percentage for Verizon corporate of 102%. For each of the three operating units – Consumer Group, Business Group and GN&T Group – the Committee considered both the level of performance with respect to each unit’s performance measures set forth above and took into consideration the CEO’s assessment of each unit’s level of achievement of the respective leading indicators, and for GN&T Group network performance, to determine the payout percentage for the operating unit. Based on its assessment, the Committee approved a payout percentage for the Consumer Group of 95%, the Business Group of 92% and the GN&T Group of 110%.

The following table shows the actual Short-Term Plan award earned by each named executive officer other than Mr. Gowrappan based on the payout percentages detailed above. Mr. Gowrappan was not eligible to receive a Short-Term Plan award from Verizon as result of Mr. Gowrappan’s separation from Verizon and continued employment with the Media Group business upon the sale of the Media Group business in September 2021.

Named executive officer

  Target award  x   Payout percentage  =   Actual award 

Mr. Vestberg

   $3,750,000     Verizon Corporate – 102    $3,825,000 

Mr. Ellis

   $1,425,000     Verizon Corporate – 102    $1,453,500 

Mr. Dunne

   $1,575,000     Consumer Group – 95    $1,496,250 

Ms. Erwin*

   $1,425,000     Business Group – 92    $1,184,942 

Mr. Malady

   $1,275,000     GN&T Group – 110    $1,402,500 

*

Ms. Erwin’s actual award was pro-rated to reflect a leave of absence during 2021.

Long-term incentive compensation

The Long-Term Plan is intended to align executives’ and shareholders’ interests and to reward participants for creating long-term shareholder value.

Annual Long-Term Plan awards are made in 60% PSUs and 40% RSUs. The value of each PSU or RSU is equal to the value of one share of Verizon common stock. 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. PSUs are 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 measures the effectiveness 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.

The number of PSUs actually earned and paid is determined based upon Verizon’s achievement of pre-established performance targets over the three-year performance cycle, and the ultimate value of each PSU is based on the closing price of Verizon’s common stock on the last trading day of the performance cycle. 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. The 2021 PSUs and RSUs are payable in shares of Verizon stock.

2021 Long-Term Plan award opportunities

The Committee set the annual target long-term incentive award levels to create an appropriate total compensation opportunity for these officers in light of the Committee’s reference of the 50th percentile for comparable executives within the peer group and 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 2021 target award opportunity for the named executive officers was allocated between PSUs and RSUs as noted above, and the target award opportunity allocated to each type of award was converted into a target number of units using the closing price of Verizon’s common stock on the grant date.

32


Verizon 2022 Proxy Statement

Proxy
summary
Governance

Executive
compensation

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

The following table shows the target value of the 2021 Long-Term Plan awards granted to the named executive officers.

2021 Long-Term Plan target award opportunity

Named executive session at those meetings.officer

As a dollar value

Mr. Vestberg

$14,500,000

Mr. Ellis

$  6,525,000

Mr. Dunne

$  8,000,000

Ms. Erwin

$  6,525,000

Mr. Malady

$  5,250,000

Mr. Gowrappan

$  6,250,000

Consistent with past practice, each of the named executive officers received 60% of his or her 2021 Long-Term Plan award in the form of PSUs and 40% in the form of RSUs, which the Committee believes incentivizes our executives to focus on our long-term operational goals and to deliver superior total shareholder return (TSR) performance, as well as encourages retention among our highly-qualified team. Fifty-percent of the 2021 PSUs is eligible to vest based on Verizon’s cumulative adjusted EPS and fifty-percent is eligible to vest based on Verizon’s cumulative free cash flow. 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 S&P 100 as constituted on the date the awards were granted.

LOGO

Terms of 2021 PSU awards

Adjusted earnings per share metric

Fifty-percent of the 2021 PSUs will vest based on Verizon’s cumulative adjusted earnings per share (EPS PSUs). The percentage of the EPS PSUs awarded for the 2021-2023 performance cycle that will vest is based on the extent to which Verizon’s cumulative adjusted EPS over the performance cycle meets or exceeds the cumulative adjusted EPS performance levels set by the Committee at the beginning of the performance cycle. 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.

The cumulative adjusted EPS target for the 2021-2023 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 EPS 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 EPS level. The number of EPS PSUs that will vest in-between identified performance levels is determined by linear interpolation between vesting percentage levels.

33


Verizon 2022 Proxy Statement

Proxy
summary
Governance

Executive
compensation

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Free cash flow metric

Fifty-percent of the 2021 PSUs will vest based on Verizon’s cumulative free cash flow (FCF PSUs). The percentage of the FCF PSUs awarded for the 2021-2023 performance cycle that will vest is based on the extent to which Verizon’s cumulative free cash flow over the performance cycle meets or exceeds the cumulative free cash flow performance levels set by the Committee at the beginning of the performance cycle. Free cash flow is calculated by subtracting capital expenditures from the total of cash flow from operations 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 free cash flow target for the 2021-2023 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 free cash flow level. The number of FCF 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 and FCF PSU performance measures have been achieved, the number of PSUs that will ultimately vest 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, the PSU vesting percentage will be increased by 25% (up to a maximum payout of 200%). If Verizon ranks at or below the 25th percentile, the PSU vesting percentage will be decreased by 25%. 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 multiplier will be determined by linear interpolation between the levels.

Committee policy prohibits the Consultant from doing any work for the Company during its engagement.Why these performance measures?

The Committee has consideredselected adjusted EPS and free cash flow to focus our executives on our long-term operational goals, with cumulative adjusted EPS focusing on our profitability and cumulative free cash flow focusing on our ability to generate cash from operations. 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. Consistent with the independencechange introduced in 2020, for purposes of Pearl Meyermeasuring our TSR positioning, the Committee chose to utilize the companies in light of SEC rules and NYSE and Nasdaq listing standards. At the Committee’s request, Pearl Meyer provided a letter addressing its independence, including the following factors:

No other services providedS&P 100 index as opposed to the Company bypeer group used for the Consultant;

Fees paid by the Committee as a percentageTSR PSU portion of awards prior to 2020, which consisted of the Consultant’s total revenue;

Any business or personal relationships between the individual consultants involved in the engagement and a member of the Committee;

Policies or procedures maintained by the Consultant that are designed to prevent a conflict of interest;

Any Company stock owned by the individual consultants involved in the engagement; and

Any business or personal relationships between our executive officers and the Consultant or the individual consultants involved in the engagement.

The Committee has concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Committee.

Verizon 2019 Proxy Statement    31


Compensation Discussion and Analysis

Shareholder Feedback on Compensation

Shareholder Feedback on Compensation

Our Board, the 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 2018, the compensation of our named executive officers was approved by approximately 92% 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 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 our long-term strategy, the payout terms of equity awards, compensation recoupment policies and shareholder proposals. Based on these discussions, the results of our 2018say-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

The peer groups utilized for compensation benchmarking and for measuring Verizon’s relative stock performance are reviewed each year. No changes were made in 2018. The Committee benchmarks executives’ total compensation opportunities against the 29 companies (other than Verizon) in the Dow Jones Industrial Average,(other than Verizon) plus Verizon’s five largest industry competitors that are not included in the Dow Jones Industrial Average (the “Related Dow Peers.”) This peer group is self-adjusting so that changes in the companies included in the Dow Jones Industrial Average are also reflected in(referred to as the Related Dow Peers over time. The Related Dow Peers group includes our five largest industry competitors, as well as other large companies that we compete against in the marketplace for executive talent and investment dollars, such as Apple, Disney, IBM and Microsoft. Although many of the companies included in the group are similar to us in market capitalization, net income, revenue and total employees, Verizon is considerably larger than the median size of the Related Dow Peers.Peers). The Committee takes this into consideration when reviewingchose the market compensation data. The Related Dow Peers are also used to evaluate Verizon’s relative stock performance underS&P 100 because the Long-Term Plan, as described in “Benchmarking Total Compensation Opportunity” below. The Committee believes that useit better 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 Related Dow Peers providesoutcomes in a consistent measure of Verizon’s performancegiven year and, makes it easierfurther, that the S&P 100 is a recognized index, which is easy for shareholders and employees to understand, evaluatetrack and monitor Verizon’s compensation program.

32Verizon 2019 Proxy Statement


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 6, 2018, the date of the 2018 PSU grant. The chart includes each company’s market capitalization as of December 31, 2018, 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

($ Millions)

 

  

Revenue

($ Millions)

 

   

Total

Employees

 

       

 

3M

 

  

 

 

 

 

$110,949

 

 

 

 

   $5,349   $32,765    93,516    LOGO

 

American Express

 

  

 

 

 

 

$81,428

 

 

 

 

   

 

$6,921

 

 

 

  $43,281    59,000 

 

Apple

 

  

 

 

 

 

$748,539

 

 

 

 

  

 

 

 

 

$59,531

 

 

 

 

 

 

 

 

 

$265,595

 

 

 

 

  

 

 

 

 

132,000

 

 

 

 

 

AT&T

 

  

 

 

 

 

$207,714

 

 

 

 

   $19,370   $170,756    268,220 

 

Boeing

 

  

 

 

 

 

$183,143

 

 

 

 

  

 

 

 

$10,460

 

 

 

 

 

 

$101,127

 

 

  

 

 

 

153,000

 

 

 

Caterpillar

 

  

 

 

 

 

$74,985

 

 

 

 

  

 

 

 

$6,147

 

 

 

 

 

 

$54,722

 

 

  

 

 

 

104,000

 

 

 

Charter Communications

 

  

 

 

 

 

$72,590

 

 

 

 

  

 

 

 

$1,230

 

 

 

 

 

 

$43,634

 

 

  

 

 

 

98,000

 

 

 

Chevron

 

  

 

 

 

 

$207,873

 

 

 

 

  

 

 

 

$14,824

 

 

 

 

 

 

$158,902

 

 

  

 

 

 

48,600

 

 

 

Cisco Systems

 

  

 

 

 

 

$194,810

 

 

 

 

  

 

 

 

 

$110

 

 

 

 

 

 

 

 

 

$49,330

 

 

 

 

  

 

 

 

 

74,200

 

 

 

 

 

Coca-Cola

 

  

 

 

 

 

$201,546

 

 

 

 

  

 

 

 

$6,434

 

 

 

 

 

 

$31,856

 

 

  

 

 

 

62,600

 

 

 

Comcast

 

  

 

 

 

 

$154,911

 

 

 

 

  

 

 

 

$11,731

 

 

 

 

 

 

$94,507

 

 

  

 

 

 

184,000

 

 

 

DowDuPont

 

  

 

 

 

 

$122,696

 

 

 

 

  

 

 

 

$3,844

 

 

 

 

 

 

$85,977

 

 

  

 

 

 

98,000

 

 

 

Exxon Mobil

 

  

 

 

 

 

$288,703

 

 

 

 

  

 

 

 

$20,840

 

 

 

 

 

 

$290,212

 

 

  

 

 

 

71,000

 

 

 

General Electric

 

  

 

 

 

 

$65,845

 

 

 

 

  

 

 

 

($22,355

 

 

 

 

 

$121,615

 

 

  

 

 

 

283,000

 

 

 

Goldman Sachs Group

 

  

 

 

 

 

$64,577

 

 

 

 

  

 

 

 

$10,459

 

 

 

 

 

 

$52,528

 

 

  

 

 

 

36,600

 

 

 

Home Depot

 

  

 

 

 

 

$194,075

 

 

 

 

  

 

 

 

$11,121

 

 

 

 

 

 

$108,203

 

 

  

 

 

 

400,000

 

 

 

IBM

 

  

 

 

 

 

$103,303

 

 

 

 

  

 

 

 

$8,728

 

 

 

 

 

 

$79,591

 

 

  

 

 

 

350,600

 

 

 

Intel

 

  

 

 

 

 

$214,189

 

 

 

 

  

 

 

 

$21,053

 

 

 

 

 

 

$70,848

 

 

  

 

 

 

107,400

 

 

 

Johnson & Johnson

 

  

 

 

 

 

$346,109

 

 

 

 

  

 

 

 

$15,297

 

 

 

 

 

 

$81,581

 

 

  

 

 

 

135,100

 

 

 

JPMorgan Chase

 

  

 

 

 

 

$324,627

 

 

 

 

  

 

 

 

$32,474

 

 

 

 

 

 

$131,412

 

 

  

 

 

 

256,105

 

 

 

McDonald’s

 

  

 

 

 

 

$136,891

 

 

 

 

  

 

 

 

$5,924

 

 

 

 

 

 

$21,025

 

 

  

 

 

 

210,000

 

 

 

Merck

 

  

 

 

 

 

$198,695

 

 

 

 

  

 

 

 

$6,220

 

 

 

 

 

 

$42,294

 

 

  

 

 

 

69,000

 

 

 

Microsoft

 

  

 

 

 

 

$785,026

 

 

 

 

  

 

 

 

 

$16,571

 

 

 

 

 

 

 

 

 

$110,360

 

 

 

 

  

 

 

 

 

131,000

 

 

 

 

 

Nike

 

  

 

 

 

 

$117,742

 

 

 

 

  

 

 

 

 

$1,933

 

 

 

 

 

 

 

 

 

$36,397

 

 

 

 

  

 

 

 

 

73,100

 

 

 

 

 

Pfizer

 

  

 

 

 

 

$252,318

 

 

 

 

  

 

 

 

$11,153

 

 

 

 

 

 

$53,647

 

 

  

 

 

 

92,400

 

 

 

Procter & Gamble

 

  

 

 

 

 

$229,010

 

 

 

 

  

 

 

 

 

$9,750

 

 

 

 

 

 

 

 

 

$66,832

 

 

 

 

  

 

 

 

 

92,000

 

 

 

 

 

Sprint Corporation

 

  

 

 

 

 

$23,731

 

 

 

 

  

 

 

 

 

$7,389

 

 

 

 

 

 

 

 

 

$32,406

 

 

 

 

  

 

 

 

 

30,000

 

 

 

 

 

T-Mobile US

 

  

 

 

 

 

$53,966

 

 

 

 

  

 

 

 

$2,888

 

 

 

 

 

 

$43,310

 

 

  

 

 

 

52,000

 

 

 

Travelers

 

  

 

 

 

 

$31,710

 

 

 

 

  

 

 

 

$2,523

 

 

 

 

 

 

$30,282

 

 

  

 

 

 

30,400

 

 

 

UnitedHealth Group

 

  

 

 

 

 

$239,662

 

 

 

 

  

 

 

 

$11,986

 

 

 

 

 

 

$226,247

 

 

  

 

 

 

300,000

 

 

 

United Technologies

 

  

 

 

 

 

$91,933

 

 

 

 

  

 

 

 

$5,269

 

 

 

 

 

 

$66,501

 

 

  

 

 

 

240,200

 

 

 

VISA

 

  

 

 

 

 

$290,823

 

 

 

 

  

 

 

 

 

$10,301

 

 

 

 

 

 

 

 

 

$20,609

 

 

 

 

  

 

 

 

 

17,000

 

 

 

 

 

Walmart

 

  

 

 

 

 

$270,625

 

 

 

 

  

 

 

 

$6,670

 

 

 

 

 

 

$514,405

 

 

  

 

 

 

2,200,000

 

 

 

Walt Disney

 

  

 

 

 

 

$163,233

 

 

 

 

  

 

 

 

 

$12,598

 

 

 

 

 

 

 

 

 

$59,434

 

 

 

 

  

 

 

 

 

201,000

 

 

 

 

 

Verizon

 

  

 

 

 

 

$232,302

 

 

 

 

   $15,528   $130,863    144,500 

Verizon 2019 Proxy Statement    33


Compensation Discussion and Analysis

Compensation Objectives and Elements of Compensation

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 companies in the Related Dow Peers, referencing the 50th percentile 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. Because the significant majority of an executive’s total compensation is performance-based, the total amount of compensation an executive actually receives may be less or more than the targeted opportunity based on Verizon’s annual and long-term performance results.

Compensation Objectives and Elements of Compensation

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 to drive our customer-focused transformation of the digital market, 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 balance short-term and long-term incentives and cap maximum payments.

Elements of Compensation

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 ElementCharacteristicsPurpose

Base Salary

Annual fixed cash compensation

Attract and retain high-performing and experienced executivesunderstand.

 

Short-Term Incentive Opportunity

Annual variable cash compensation based on the achievement of predetermined annual performance measures

34


Verizon 2022 Proxy Statement

 

Motivate executives to achieve challenging short-term performance targets

Long-Term Incentive Opportunity

Long-term variable equity awards granted annually as a combination of performance-based stock units and time-based restricted stock units

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 PerformanceProxy
summary

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 than double the annual base salary and short-term incentive target compensation opportunities. Moreover, since the annual

34Verizon 2019 Proxy Statement


Compensation Discussion and Analysis

2018 Annual Base Salary

Long-Term Plan awards 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 2018, the Committee allocated approximately 10% of each executive’s total compensation opportunity in the form of base salary, 20% in the form of short-term incentive, and 70% in the form of long-term incentive. Mr. Armstrong’s total compensation opportunity was allocated in a manner consistent with his legacy total compensation opportunity from AOL, Inc., which Verizon acquired in 2015, with approximately 17% in the form of base salary, 33% in the form of short-term incentive and 50% in the form of long-term incentive.

Performance Target Setting

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 ensure that our executives’ compensation opportunities 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, 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 diversity and sustainability metric in the Short-Term Plan, Verizon’s values and long-term commitment to being a responsible member of the communities we serve.

2018 Annual Base Salary

To determine an executive’s base salary, the Committee, with assistance from the Consultant, considers the pay practices of the Related Dow Peers 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.

Taking into account these considerations, the Committee approved a base salary increase in 2018 of 22.22% for Mr. Vestberg in his prior role and a new base salary of $1,500,000 when he was promoted to CEO effective August 1, 2018. The Committee approved base salary increases of 6.67% for Mr. Ellis, 3.13% for Mr. Reed, 3.03% for Mr. Dunne, 15.79% for Mr. Stratton and 5% for Mr. Armstrong and a base salary for Mr. Gowrappan of $850,000. The Committee approved these base salary levels in order to create an appropriate total compensation opportunity for each officer in light of the Committee’s reference of the 50th percentile for comparable executives within the Related Dow Peers and the compensation mix considerations described above. Mr. McAdam did not receive a base salary increase in 2018.

Verizon 2019 Proxy Statement    35


Compensation Discussion and Analysis

2018 Short-Term Incentive Compensation

2018 Short-Term Incentive Compensation

The Verizon Short-Term Plan motivates executives to achieve challenging short-term performance targets. 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.

The Committee sets the values of the 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. The Short-Term Plan award opportunities at the threshold, target and maximum levels for each of the named executive officers are shown in the Grants of Plan-based Awards table on page 54.

For the named executive officers, other than Mr. Vestberg, target award opportunities, expressed as a percentage of base salary, did not change for 2018. However, the dollar value of the 2018 target award opportunities for Messrs. Ellis, Reed, Dunne, Stratton and Armstrong increased from 2018 as a result of the base salary increases described above. Mr. McAdam did not receive a salary increase in 2018, so the dollar value of his 2018 target award opportunity was the same as it was for the past four years. When Mr. Vestberg was promoted to CEO in August 2018, his target Short-Term Plan award opportunity was increased from 150% to 250% on a prorated basis. When Mr. Gowrappan was hired in April 2018, he was eligible for a full year Short-Term Plan award for 2018, and his target award opportunity was set at 150% of his base salary, which is consistent with target award opportunities as a percentage of base salary that apply to Messrs. Ellis, Reed, Dunne and Stratton. Mr. Armstrong’s target award opportunity is the same as a percentage of base salary as the one that applied under his legacy AOL compensation structure.

The following table shows the 2018 Short-Term Plan target award opportunity for each of the named executive officers.

2018 Short-Term Plan Target Award Opportunity

Named Executive Officer

 

  

As a Percentage of Base Salary

 

     

As a Dollar Value

 

 

 

 

 

Mr. Vestberg*

 

  

 

 

 

 

250%

 

 

 

 

    

 

 

 

 

$2,525,000

 

 

 

 

 

 

Mr. Ellis

 

  

 

 

 

 

150%

 

 

 

 

    

 

 

 

 

$1,200,000

 

 

 

 

 

 

 

Mr. Gowrappan

 

  

 

 

 

 

150%

 

 

 

 

    

 

 

 

 

$1,275,000

 

 

 

 

 

 

 

Mr. Reed

 

  

 

 

 

 

150%

 

 

 

 

    

 

 

 

 

$1,237,500

 

 

 

 

 

 

 

Mr. Dunne

 

  

 

 

 

 

150%

 

 

 

 

    

 

 

 

 

$1,275,000

 

 

 

 

 

 

 

Mr. McAdam

 

  

 

 

 

 

250%

 

 

 

 

    

 

 

 

 

$4,000,000

 

 

 

 

 

 

 

Mr. Stratton

 

  

 

 

 

 

150%

 

 

 

 

    

 

 

 

 

$1,650,000

 

 

 

 

 

 

 

Mr. Armstrong

 

  

 

 

 

 

200%

 

 

 

 

    

 

 

 

 

$2,100,000

 

 

 

 

 

 

*

Mr. Vestberg’s target award opportunity was 150% of his base salary prior to August 2018. The dollar value shown here reflects Mr. Vestberg’s total target award opportunity for 2018 after giving effect to the prorated increase to his target award percentage upon his promotion to CEO effective August 1, 2018.

36Verizon 2019 Proxy Statement


Compensation Discussion and Analysis

2018 Short-Term Incentive Compensation

Annual Performance Measures

In the first quarter of each year, the Committee establishes financial and operational performance measures for the Short-Term Plan that are consistent with Verizon’s strategic goals. For each such measure, the Committee sets a target that challenges executives to drive business results that generate shareholder value. Verizon’s performance with respect to these measures determines the amount of the short-term incentive awards earned by the named executive officers.

Why these performance measures?

LOGO

The Committee selected adjusted earnings per share (EPS), free cash flow and total revenue to reflect Verizon’s strategic goals of encouraging profitable operations, efficient use of capital and overall growth. The Committee also selected diversity and sustainability metrics to reflect Verizon’s commitment to promoting diversity among our employees and our business partners, and to reducing the environmental impact of our operations.

The 2018 performance measures, along with the weighting ascribed to each, are shown below 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 build long-term value for shareholders. The 2018 measures and related targets approved by the Committee are described in detail below. These performance measures and weights are unchanged from 2017.

2018 Short-Term Plan Performance Measures

LOGO

Adjusted EPS Free Cash Flow Total Revenue Diversity and Sustainability

Verizon 2019 Proxy Statement    37


Compensation Discussion and Analysis

2018 Short-Term Incentive Compensation

     LOGO

Adjusted EPS

Target range: $4.49 – $4.58

Verizon’s earnings are a function of the revenue earned from customers and the expenses incurred to serve those customers. As a result, adjusted EPS is a measure of the efficiency with which we are approaching the marketplace – the effectiveness with which we are balancing encouraging customers to start and continue relationships with us and the costs we are incurring to do so. The Committee assigns the greatest weight to adjusted EPS in determining awards under the Short-Term Plan because this measure is broadly used and recognized by investors as a key indicator of ongoing operational performance and profitability. Adjusted EPS excludes special items, such as impairments and gains and losses from divestitures, business combinations, changes in accounting principles, the net impact of severance, pension and post-retirement benefit costs, extraordinary items and restructurings. As a result, the Committee believes this measure provides meaningful comparisons of our financial results from period to period and reflects the relative success of the ongoing business.

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     LOGO

Free Cash Flow

Target range: $17.4 billion to $18.8 billion

2019 PSU awards earned in 2021

With respect to the PSUs awarded in 2019, the Committee determined the number of PSUs that vested for a participant based on the level of achievement of two performance metrics over the three-year performance cycle:

2019-2021 TSR PSUs. Two-thirds of the PSUs awarded were eligible to vest based on Verizon’s TSR ranking for the 2019-2021 performance cycle relative to the companies in the Related Dow Peers, which was composed of the 29 companies (other than Verizon) in the Dow as constituted on the grant date, plus Verizon’s five largest industry competitors that were not included in the Dow at that time – AT&T, Comcast, Charter Communications, Sprint Corporation and T-Mobile US. The accompanying chart shows the percentage of the TSR PSUs awarded for the 2019-2021 performance cycle that would vest based on Verizon’s TSR position compared with the companies in the Related Dow Peers as constituted on the date the awards were granted. Over the three-year performance cycle ending December 31, 2021, Verizon’s TSR ranked 28th among the Related Dow Peers, resulting in a vesting percentage of 0% for the TSR PSUs.

2019-2021 FCF PSUs. One-third of the PSUs awarded was eligible to vest based on Verizon’s cumulative free cash flow over the 2019-2021 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 2019-2021 performance cycle at different performance levels.

 

Verizon’s cumulative free cash flow1 (in billions)

  Percentage of awarded FCF
PSUs that vest2
 

Greater than $67.3

   200% 

$62.9

   150% 

$58.5

   100% 

$48.6

   50% 

Less than $48.6

   0% 

1

Free cash flow is a measure of the cash we have left over after we have made the capital expenditures necessary to continue to provide high-quality services to our customers. As a result, it is an indication of the extent to which we are efficiently using capital. It is also an indication of the amount of cash Verizon has available to return to shareholders in the form of dividends or share repurchases and to increase our financial flexibility by reducing outstanding debt. Free 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.

     LOGO

Total Revenue

Target range: $128.9 billion to $130.3 billion

Total Revenue reflects the extent to which we are able to attract and retain customers and the level of penetration of our products and services in key markets. The Committee views this measure as an important indicator of Verizon’s growth and success in realizing its strategic initiatives.

38Verizon 2019 Proxy Statement


Compensation Discussion and Analysis

2018 Short-Term Incentive Compensation

     LOGO

Diversity and Sustainability

Targets: At least 58.9% of U.S.-based workforce comprised of minority and female employees; direct at least $4.6 billion of our overall supplier spending to minority- and female-owned firms; reduce our carbon intensity — the amount of carbon our business emits divided by the terabytes of data we transport over our networks — by at least 6.0% compared to the prior year

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 suppliers. We are also committed to reducing the environmental impact of our operations, because we believe that it is important for us to be good stewards of our planet while we continue to serve our customers.

2018 Adjusted Company Results

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. In determining adjusted EPS and Total Revenue, the Committee made an adjustment for the impact of the revenue recognition standard adopted on January 1, 2018, as set forth in Appendix A, which was not contemplated at the time that the adjusted EPS and Total Revenue targets were set. In determining free cash flow, the Committee made adjustments for discretionary pension plan contributions and the impact of the Tax Cuts and Jobs Act enacted on December 22, 2017, which were not contemplated at the time 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).

LOGO

2018 Adjusted Company Results1 Compared Against Target Performance Ranges Resulting in a XX% Payout ROE of 19.3%2 $4.61 Adjusted EPS $4.58 $4.49 $4.16 $19.7B Free cash flow target range $19.7B $18.8B $17.4B $XXX.XB Total revenue $130.5B $130.3B $128.9B 60% U.S.-based minority and female employees (above target performance) Over $5.2B of our overall supplier spending directed to minority- and female-owned firms (above target performance) 14.4% reduction in carbon intensity (above target performance)

1

A reconciliation ofnon-GAAP measures to the most directly comparable GAAP measures may be found in Appendix A.

2

Adjusted from reported ROE of 29.6% in accordance with the terms of the Short-Term Plan to address the impact of the transaction to acquire sole ownership of Verizon Wireless, which was not contemplated at the time that the ROE threshold was established for the payment of awards under theShort-Term Plan.

Verizon 2019 Proxy Statement    39


Compensation Discussion and Analysis

Long-Term Incentive Compensation

2018 Short-Term Plan award.After considering the level of performance with respect to each performance measure, and based on an assessment of the level of achievement of each goal individually and collectively, the Committee determines the final Short-Term Plan award as a percentage of the target level for the employees participating in the Short-Term Plan. For 2018, this payout percentage was determined to be 109% of the target level.

Employees of the Verizon Media Group, other than our named executive officers, receive a short-term incentive that is calculated based on results for that business unit. This year, based on the performance of that unit, it was determined that Verizon Media Group would receive a short-term incentive payment at 80% of target level. When determining the Short-Term Plan payout for Mr. Gowrappan, the Committee considered Mr. Gowrappan’s request that his Short-Term Plan award for 2018 be based on the same payout percentage applicable to the Verizon Media Group employee base. Based on that consideration and after considering the performance of the Verizon Media Group, the Committee approved a Short-Term Plan payout for each of Mr. Gowrappan and Mr. Armstrong at the same percentage that applied to all Verizon Media Group employees.

The following table shows the payout percentage and amount of the Short-Term Plan award paid to each named executive officer.

Named Executive Officer  Payout Percentage     

As a Dollar Value

Mr. Vestberg

 

   109%     $2,752,250 

Mr. Ellis

 

   109%     $1,308,000 

Mr. Gowrappan

 

   80%     $1,020,000 

Mr. Reed

 

   109%     $1,348,875 

Mr. Dunne

 

   109%     $1,389,750 

Mr. McAdam

 

   109%     $4,360,000 

Mr. Stratton

 

   109%     $1,798,500 

Mr. Armstrong

 

   80%     $1,680,000 

Long-Term Incentive Compensation

The Long-Term Plan is intended to align executives’ and shareholders’ interests and to reward participants for creating long-term shareholder value.

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. PSUs are 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 enables the Committee to meaningfully evaluate the execution of long-term strategies and the effect on shareholder value. Commencing with the 2017 annual grant, RSUs vest ratably over three years (as opposed to a single, longer cliff vesting schedule), withone-third of the award vesting on each annual anniversary of the grant date, which aligns with market practices and enables us to continue to attract and retain key executive talent.

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 based on the closing price of Verizon’s common stock on the last trading day of the performance cycle. 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.

40Verizon 2019 Proxy Statement


Compensation Discussion and Analysis

Long-Term Incentive Compensation

As in prior award cycles, the 2018 PSUs are payable in cash and the 2018 RSUs are payable in Verizon shares. The Committee generally seeks to balance the potential shareholder dilution from paying awards in shares and cash flow considerations. In addition, paying the 2018 RSU awards in shares is consistent with Verizon’s policy of requiring a significant level of equity ownership by our named executive officers.

Long-Term Incentive Program Structure

LOGO

60% PSUs 40% RSUs 2/3 1/3 Eligible to vest based on relative Total Shareholder Return Eligible to vest based on Cumulative Free Cash Flow Eligible to vest based on continued employment through each applicable vesting date

2018 Long-Term Plan Award Opportunities

The Long-Term Plan award is intended to drive our executives to deliver superior total shareholder return (TSR) performance and create free cash flow (FCF), and to encourage retention among our highly-qualified team. To that end, consistent with past practice, each of the named executive officers, other than Mr. Gowrappan, received 60% of their 2018 Long-Term Plan award in the form of PSUs and 40% in the form of RSUs.Two-thirds of the PSUs are eligible to vest based on Verizon’s relative TSR, andone-third is eligible to vest based on Verizon’s cumulative free cash flow. The Committee reviews and sets the performance levels for vesting of the PSUs for each grant.

Mr. Gowrappan received 100% of his 2018 Long-Term Plan award in the form of cash-settled RSUs, which was negotiated with Mr. Gowrappan in connection with his offer to become President and COO of the Media Group in April 2018. Mr. Gowrappan’s future Long-Term Plan awards will have the same structure and terms and conditions as those of the other named executive officers. For additional information regarding Mr. Gowrappan’s compensation arrangements, see page 46.

Why these performance measures?

LOGO

Relative TSR. The Committee understands that our investors have many differentlarge-cap investment options. The Committee believes Verizon’s TSR compared to the TSR of the companies in the Related Dow Peers is a critical 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 this reason, the Committee chose relative TSR as a key metric for determining the extent to which our management team will earn the PSUs granted under the Long-Term Plan.

Free Cash Flow. The Committee views free cash flow as an important indicator of our success because it measures our ability to generate cash from operations, which may be reinvested in our business, used to make acquisitions or pay outstanding debt, or returned to shareholders in the form of dividends or through share repurchases.

The Committee establishes the annual target long-term incentive award opportunities for the named executive officers as a percentage of base salary and sets the award levels to provide a total compensation opportunity consistent with the Company’s overall compensation philosophy and the compensation mix considerations described above.

In late 2017 and early 2018, the Committee, with the assistance of the Consultant, undertook a review of the methodology for establishing the annual long-term incentive award opportunities under the Long-Term Plan, taking into account Verizon’s business strategy and focus and market data on the competitive pay practices of the Related Dow Peers. As a result of that

Verizon 2019 Proxy Statement    41


Compensation Discussion and Analysis

Long-Term Incentive Compensation

review, the Committee determined that the annual target award opportunity for named executive officers, other than the CEO and Mr. Armstrong, will be determined by the Committee within a range of 400% to 600% of base salary. The target award opportunity for each named executive officer may vary within this range from year to year and will be determined on an individual basis taking into account the factors the Committee may consider relevant in the circumstances, such as market practices for different roles and responsibilities, individual performance, the strategic impact of the individual’s role and internal pay alignment. Based on the Committee’s assessment, the Committee approved a 2018 target award opportunity of 600% for Messrs. Vestberg, Ellis, Reed and Stratton (representing an increase from the 2017 target award opportunities of 500% for Messrs. Vestberg, Ellis and Reed and 525% for Mr. Stratton) and a target award opportunity of 500% for Mr. Dunne, which was unchanged from 2017. When Mr. Gowrappan was hired in April 2018, he was eligible for a full year Long-Term Plan award for 2018, and the Committee approved a 2018 target award opportunity of 600% of his base salary. Mr. Armstrong’s 2018 target award opportunity of 300% represents the target award opportunity level as a percentage of his base salary that applied under his legacy AOL compensation structure. Mr. McAdam’s 2018 target award opportunity did not change from 2017. Upon Mr. Vestberg’s promotion to CEO, the Committee approved an increase in Mr. Vestberg’s annual long-term target award opportunity to 800% of his base salary commencing with the 2019 annual long-term incentive award.

The 2018 target award opportunity for the named executive officers was allocated between PSUs and RSUs as noted above, and the target award opportunity allocated to each type of award was 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 2018 Long-Term Plan awards granted to the named executive officers.

2018 Long-Term Plan Target Award Opportunity

Named Executive Officer  As a Percentage of Base Salary     As a Dollar Value 

 

Mr. Vestberg*

 

  

 

 

 

 

600%

 

 

 

 

    

 

 

 

 

$6,600,000

 

 

 

 

 

Mr. Ellis

 

  

 

 

 

 

600%

 

 

 

 

    

 

 

 

 

$4,800,000

 

 

 

 

 

Mr. Gowrappan

 

  

 

 

 

 

600%

 

 

 

 

    

 

 

 

 

$5,100,000

 

 

 

 

 

Mr. Reed

 

  

 

 

 

 

600%

 

 

 

 

    

 

 

 

 

$4,950,000

 

 

 

 

 

Mr. Dunne

 

  

 

 

 

 

500%

 

 

 

 

    

 

 

 

 

$4,250,000

 

 

 

 

 

Mr. McAdam

 

  

 

 

 

 

750%

 

 

 

 

    

 

 

 

 

$12,000,000

 

 

 

 

 

Mr. Stratton

 

  

 

 

 

 

600%

 

 

 

 

    

 

 

 

 

$6,600,000

 

 

 

 

 

Mr. Armstrong

 

 

  

 

 

 

 

 

300%

 

 

 

 

 

 

    

 

 

 

 

 

$3,150,000

 

 

 

 

 

 

*

Mr. Vestberg’s annual long-term target award opportunity for 2018 did not change due to his appointment as CEO effective August 1, 2018. The Committee recommended, and the independent members of the Board approved, an increase to Mr. Vestberg’s annual long-term target award opportunity to 800% of his base salary commencing with the 2019 annual long-term incentive award.

42Verizon 2019 Proxy Statement


Compensation Discussion and Analysis

Long-Term Incentive Compensation

Terms of 2018 PSU Awards

Total Shareholder Return Metric

Two-thirds of the PSUs will vest based on Verizon’s TSR position compared with the companies in the Related Dow Peers as constituted on the date the awards were granted (TSR PSUs). Verizon’s TSR during the performance cycle must rank at least 16th (approximately the 56th percentile) among the Related Dow Peers for 100% of the target number of TSR PSUs to vest, meaning Verizon must achieve above median TSR PSU performance for target vesting. The TSR PSUs will vest at their maximum level (200% of target) only if Verizon’s TSR during the three-year performance cycle ranks among the top four companies in the Related Dow Peers — the 91st percentile or higher. If Verizon’s TSR during the three-year performance cycle ranks below 26th (approximately the 26th percentile) of the companies in the Related Dow Peers, none of the TSR PSUs will vest. The number of TSR PSUs that will vest in between these performance levels is determined by linear interpolation between vesting percentage levels.

Free Cash Flow Metric

One-third of the PSUs will vest based on Verizon’s cumulative free cash flow (FCF PSUs). The percentage of the FCF PSUs awarded for the 2018-2020 performance cycle that will vest is based on the extent to which Verizon’s cumulative FCF over the performance cycle meets or exceeds the cumulative FCF performance levels set by the Committee at the beginning of the performance cycle. FCF 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 eliminatesecuritizations.

2

For achievement between the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items.

The cumulative FCF target for the 2018-2020 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 FCF level. The number of FCF PSUs that will vest in between identified performancestated levels, vesting is determined by linear interpolation between vesting percentage levels.interpolation.

At the time the 2019-2021 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 made adjustments to normalize the impacts on free cash flow results of discretionary pension plan contributions made in 2019, a tax benefit from the sale of preferred shares in a foreign affiliate entity in 2019 and impacts resulting from the C-Band Acquisition, each of which were not contemplated when the FCF 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 cumulative free cash flow over the performance cycle was $62.5 billion, which resulted in a vesting percentage of 146% for the FCF PSUs.

2019-2021 PSU payout. Based on the results described above, in the first quarter of 2022 the Committee approved a payment to all participants in the Long-Term Plan, including the named executive officers, of 49% of the PSUs awarded for the 2019-2021 performance cycle, which represents the weighted average of the two vesting percentages described above, plus dividend equivalents credited on those vested PSUs.

TSR PSU vesting by performance level for 2019-2021 TSR PSUs

Verizon’s TSR

rank among

Related Dow Peers

       

Percent of TSR

PSUs that vest

1

 >    200%  

2

 >    200%  

3

 >    200%  

4

 >    200%  

5

 >    177%  

6

 >    170%  

7

 >    163%  

8

 >    156%  

9

 >    149%  

10

 >    142%  

11

 >    135%  

12

 >    128%  

13

 >    121%  

14

 >    114%  

15

 >    107%  

16

 >    100%  t  

Target

vesting  

 

17

 >    93% 

18

 >    86%  t  Median

19

 >    79%  

20

 >    72%  

21

 >    65%  

22

 >    58%  

23

 >    51%  

24

 >    44%  

25

 >    37%  

26

 >    30%  

27

 >    0%  

28

 >    0%  

29

 >    0%  

30

 >    0%  

31

 >    0%  

32

 >    0%  

33

 >    0%  

34

 >    0%  

35

 >    0%  

35


Verizon 2022 Proxy Statement

 

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2021 special award for Mr. Gowrappan in connection with Media Group Sale

In connection with Verizon’s entry into a purchase agreement to sell the Media Group business to affiliates of Apollo in May 2021, the Committee approved a special cash retention award to Mr. Gowrappan in the amount of $3,000,000 in recognition of his key contributions and efforts in connection with the sale. The special award would vest and be payable by Verizon to Mr. Gowrappan if he remained continuously employed by the Media Group on the six-month anniversary of the date the Media Group Sale was consummated (Closing Date), or if his employment was involuntarily terminated by Verizon Media without cause after the Closing Date, but prior to the six-month anniversary of the Closing Date. Mr. Gowrappan’s employment with Yahoo (f/k/a Verizon Media) was involuntarily terminated without cause on December 15, 2021, and as a result, Mr. Gowrappan became entitled to receive the award, which became payable to Mr. Gowrappan in March 2022.

Other elements of the compensation program

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 tax gross-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.

Personal benefits

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.

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 5 to the Summary Compensation table on page 41.

Retirement benefits

Over 15 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’s pay-for-performance culture. Accordingly, effective June 30, 2006, Verizon froze all future pension accruals under its management tax-qualified and supplemental defined benefit retirement plans. These legacy retirement benefits that were previously provided to certain executives, including Ms. Erwin and Mr. Malady, are described in more detail under the section titled “Pension plans” beginning on page 45.

During 2021, all of Verizon’s named executive officers were eligible to participate in Verizon’s tax-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, executives may defer “eligible pay,” which includes base salary 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.

36


Verizon 2022 Proxy Statement43


Compensation Discussion and Analysis

Long-Term Incentive Compensation

 

2016 PSU Awards Earned in 2018Proxy
summary

With respect to the PSUs awarded in 2016, 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:

Governance

2016-2018 TSR PSUs.Executive
compensation

Two-thirdsAudit
matters
of the PSUs awarded were eligible to vest based on Verizon’s TSR ranking for the 2016-2018 performance cycle relative to the Related Dow Peers as constituted on the date the award was granted. The accompanying chart shows the percentage of the TSR PSUs awarded for the 2016-2018 performance cycle that would vest based on Verizon’s TSR position compared with the companies in the Related Dow Peers as constituted on the date the awards were granted.

Over the three-year performance cycle ending December 31, 2018, Verizon’s TSR ranked 25th among the Related Dow Peers, resulting in a vesting percentage of 32% for the TSR PSUs.

   TSR PSU VestingStock
ownership

   by Performance LevelShareholder
proposals

   for 2016-2018 TSR PSUsAdditional
information

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% t Target Vesting

16

   >   95%

17

   >   88%

18

   >   81%   t Median

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%


44    Verizon 2019

Severance and change in control benefits

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.

Verizon was not a party to any employment agreement with any of the named executive officers in 2021. All senior managers (including all named executive officers except Mr. 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. Vestberg 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 a lump-sum cash separation payment equal to a multiple of his or her base salary plus target short-term incentive opportunity, 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, other than Mr. 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.

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 five 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 Verizon tax-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.

37


Verizon 2022 Proxy Statement


Compensation Discussion and Analysis

Long-Term Incentive Compensation

 

Proxy
summary
Governance

2016-2018 FCF PSUs.Executive
compensation

One-thirdAudit
matters
of the PSUs awarded was eligible to vest based on Verizon’s cumulative free cash flow over the 2016-2018 performance cycle compared to the performance targets set by the Committee at the beginning of the three-year cycle. The following shows the percentage of FCF PSUs awarded that would vest based on Verizon’s cumulative free cash flow over the 2016-2018 performance cycle at different performance levels.
Stock
ownership
Shareholder
proposals
Additional
information

Policy on hedging Company stock

Verizon believes that ownership of 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.

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 misconduct that results in significant reputational or financial harm to Verizon. Accordingly, 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.

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 requirements, including, in the case of the named executive officers and if material, in the Compensation Discussion and Analysis section of the proxy statement for the year in which the clawback decision is made.

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 a non-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

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. 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


Verizon 2022 Proxy Statement

 

Verizon’s Cumulative Free Cash Flow (in billions)  Percentage of
Awarded
FCF PSUs that Vest1
 

 

Greater than $46.7

 

  

 

 

 

 

200%

 

 

 

 

 

$43.6

 

  

 

 

 

 

150%

 

 

 

 

 

$40.6

 

  

 

 

 

 

100%

 

 

 

 

 

$33.7

 

  

 

 

 

 

50%

 

 

 

 

 

Less than $33.7

 

 

  

 

 

 

 

 

0%

 

 

 

 

 

 

Proxy
summary
Governance

Executive
compensation

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

 

1

For achievement between the stated levels, vesting is determined by linear interpolation.

At the time the 2016-2018 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 made an adjustment for discretionary pension plan contributions made in 2017 and 2018, which were not contemplated when the FCF PSU targets were set and made an adjustment to normalize the impacts of the 2017 Tax Cuts and Jobs Act on the free cash flow results. These adjustments are set forth in Appendix A. In accordance with thispre-established adjustment methodology, the Committee determined that Verizon’s cumulative free cash flow over the performance cycle was $40.8 billion, which resulted in a vesting percentage of 104% for the FCF PSUs.

2016-2018 PSU payout. Based on the results described above, in the first quarter of 2019 the Committee approved a payment to all participants in the Long-Term Plan, including the named executive officers, of 56% of the PSUs awarded for the 2016-2018 performance cycle, which represents the weighted average of the two vesting percentages described above, plus dividend equivalents credited on those vested PSUs.

Verizon 2019 Proxy Statement    45


Compensation Discussion and Analysis

Additional Compensation Actions in 2018

Additional Compensation Actions in 2018

Appointment of Mr. Vestberg as Verizon’s Chief Executive Officer

Effective August 1, 2018, Mr. Vestberg succeeded Mr. McAdam as Verizon’s Chief Executive Officer. In connection with Mr. Vestberg’s appointment as CEO, the Committee recommended, and the independent members of the Board approved, increases to his base salary and target short-term incentive opportunity, effective upon his appointment, and an increase to his long-term incentive opportunity commencing in 2019. These changes are described on pages 35, 36 and 42. In addition, the Committee recommended, and the independent members of the Board approved, a specialone-time equity award with a grant date of August 1, 2018 to Mr. Vestberg as an additional incentive to drive ROE over a five-year performance period. The award is entirely performance-based, with 100% of the award opportunity in the form of PSUs and a grant date value of approximately $10 million. 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. In determining the value of the award, the Committee and the independent members of the Board 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 five-year award period plus thetwo-year period during which Mr. Vestberg will be required to hold the shares he receives on vesting.

The special award was granted pursuant to the terms and conditions of the Long-Term Plan. The PSUs represent shares of Verizon stock that may become payable after the completion of a five-year performance period ending on July 31, 2023, provided that Mr. Vestberg remains actively employed throughout the period, subject to the terms of the grant agreement. The number of PSUs that vest at the end of the five-year performance period will be determined based on Verizon’s average annual ROE during the performance period. No PSUs will vest unless Verizon’s five-year average annual ROE meets a minimum threshold of 18%. If Verizon’s five-year average annual ROE at the end of the performance period meets the target percentage of 28%, 100% of the PSUs granted will vest. If Verizon’s five-year average annual ROE is at least 38%, a maximum of two times the PSUs granted will vest. If Verizon’s five-year average annual ROE is greater than 18%, but less than 28%, or is greater than 28%, but less than 38%, the percentage of PSUs granted that will vest will be determined on an interpolated basis. The value of each PSU is equal to the fair market value of a share of Verizon’s common stock on the date of the grant and will change as the value of Verizon’s common stock changes. All PSUs that vest at the end of the five-year performance period, including accrued dividend equivalents on the vested portion of the grant, will be settled in shares of Verizon common stock. To the extent any common stock is issued, the grant agreement requires that Mr. Vestberg hold such shares for two years following the vesting date.

Hiring and Promotion of Mr. Gowrappan

To strengthen the leadership team of Verizon’s Media Group and help build its global services platform, on April 9, 2018, Verizon hired Mr. Gowrappan as the President and COO. The Committee approved a compensation package for Mr. Gowrappan in that role that is competitive with industry practice, and includes a special performance-based RSU award (PRSU) and a signing bonus. The 2018 base salary, short-term and long-term incentive awards that were also part of his compensation package are described on pages 35, 36 and 42. The special PRSU award was granted to Mr. Gowrappan on April 9, 2018, with a grant date value of approximately $3 million. The PRSUs represent shares of Verizon stock that will become payable after the completion of a three-year award period ending on April 9, 2021, provided that Mr. Gowrappan remains actively employed throughout the award period, subject to the terms of the grant agreement. In addition, the grant agreement provided that if the Media Group’s cumulative revenue over the three-year performance period commencing January 1, 2018 and ending December 31, 2020 met or exceeded the cumulative Media Group revenue performance level set by the Committee, two times the target number of shares subject to the award (plus accrued dividends) would vest. In granting the award, the Committee considered that the special PRSU award would enhance Mr. Gowrappan’s immediate financial stake in Verizon and was also intended to offset a portion of the compensation value that Mr. Gowrappan forfeited upon leaving his prior employer to join Verizon. In October 2018, in connection with Mr. Gowrappan’s promotion to Executive

46Verizon 2019 Proxy Statement


Compensation Discussion and Analysis

Other Elements of the Compensation Program

Vice President and CEO of the Media Group, the Committee modified the special PRSU award to increase the multiplier for the achievement of the Media Group’s cumulative revenue level from two times to three times the target number of shares subject to the award as an additional incentive to drive the Media Group’s revenue, and to align the Media Group’s cumulative revenue target level with its business plan as in effect when Mr. Gowrappan became CEO of the group. The cumulative revenue target was set at a level reflective of the Media Group’s three-year strategic plan, which the Committee believes is attainable, but challenging in light of the business environment. The award, to the extent vested, will be settled in shares of Verizon common stock. In addition, Mr. Gowrappan received a $2 million signing bonus and a $400,000 cash payment to assist with the costs of his relocation from Hong Kong to Sunnyvale, CA. Mr. Gowrappan is required to repay the signing bonus and relocation payment if he voluntarily leaves Verizon or is terminated for cause at any time prior to the18-month anniversary of his employment commencement date.

Appointment of Mr. Dunne as Executive Vice President and President of Verizon’s Consumer Group

In November 2018, Verizon announced the realignment of the Company’s operating structure around three core segments – Verizon Consumer Group, Verizon Business Group and Verizon Media Group – effective April 1, 2019. Mr. Dunne was named leader of the Verizon Consumer Group effective January 1, 2019. In connection with this new role, in October 2018, the Committee increased Mr. Dunne’s base salary to $1 million and approved his 2019 target long-term incentive opportunity at 600% of his base salary, in each case effective January 1, 2019.

2019 Base Pay Increase for Mr. Ellis

In December 2018, the Committee increased Mr. Ellis’ base salary to $950,000 effective January 1, 2019, based on its assessment of the market competitiveness of his total compensation opportunity, his tenure and experience and internal pay alignment considerations.

Other Elements of the Compensation Program

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.

Personal Benefits

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. Effective April 1, 2018, this program was closed to new participants.

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. Effective April 1, 2018, this program was closed to new participants.

For additional information on these benefits, see footnote 6 to the Summary Compensation table on pages 53-54.

Verizon 2019 Proxy Statement    47


Compensation Discussion and Analysis

Other Elements of the Compensation Program

Retirement Benefits

Over ten 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 officers are described in more detail under the section titled “Pension plans” beginning on page 57. 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, other than Mr. Reed, are eligible forVerizon-subsidized retiree medical benefits.

During 2018, 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, participants 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.

Severance and Change in Control Benefits

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.

Verizon was not a party to any employment agreement with any of the named executive officers in 2018. All senior managers (including all named executive officers except Mr. McAdam and Mr. 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. Vestberg 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. As CEO and then in his role as Executive Chairman, Mr. McAdam was not eligible to participate in the Senior Manager Severance Plan and was not entitled to receive any cash severance benefits upon his retirement from the Company on December 31, 2018.

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, along with continuing medical 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.

48Verizon 2019 Proxy Statement


Compensation Discussion and Analysis

Other Compensation Policies

Under the Senior Manager Severance Plan, each named executive officer, other than Mr. Vestberg and Mr. McAdam, 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.

Mr. Stratton and Mr. Armstrong became entitled to separation benefits under the Senior Manager Severance Plan upon their separation from Verizon on December 31, 2018, which are described in more detail on pages 67 and 68. Neither Mr. Stratton nor Mr. Armstrong received any enhanced benefits upon their separation of 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 five 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.

Executives are prohibited from hedging, short-selling or engaging in any financial activity that would allow them to benefit from a decline in Verizon’s stock price.

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.

Holding Executives Accountable – Verizon’s Clawback Policies

The Committee believes it is appropriate to hold senior executives accountable for misconduct that results in significant reputational or financial harm to Verizon. Accordingly, the Committee has adopted the following policies:

Senior Executive Clawback Policy. Verizon has the right to cancel or “clawback” 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.

Verizon 2019 Proxy Statement    49


Compensation Discussion and Analysis

Tax and Accounting Considerations

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 requirements, including, in the case of the named executive officers and if material, in the Compensation Discussion and Analysis section of the proxy statement for the year in which the clawback decision is made.

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 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.

50Verizon 2019 Proxy Statement


Compensation Committee Report

The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the 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, 2018.

Compensation Committee Report

The Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the 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 Form 10-K for the year ended December 31, 2021.

Respectfully submitted,

The Human Resources Committee

Daniel Schulman, Chair

Mark Bertolini

Richard Carrión

Melanie Healey

Clarence Otis, Jr.

Rodney Slater

March 8, 20192, 2022

 

Verizon 2019 Proxy Statement    5139


Verizon 2022 Proxy Statement

Proxy
summary
Governance

Executive
compensation

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Compensation Tablestables

Summary Compensationcompensation

The following table provides information about the compensation paid to each of our named executive officers in 2016, 20172019, 2020 and 2018.2021.

 

Name and

Principal Position

(a)

 Year
(b)
  Salary1 ($)
(c)
  

Bonus($)

(d)

  

Stock
Awards($)

(e)

  

Option
Awards ($)

(f)

  

Non-Equity
Incentive Plan
Compensation($)

(g)

  

Change in
Pension

Value and
Nonqualified
Deferred
Compensation
Earnings($)
(h)

  

All Other
Compensation($)

(i)

  Total ($)
(j)
 

 

 
Hans Vestberg*  2018   1,235,385   1,000,000   16,600,082   0   2,752,250   0   618,369   22,206,086 
Chairman and Chief Executive Officer  2017   807,497   0   7,500,069   0   1,255,500   0   254,353   9,817,419 

 

 
Matthew Ellis  2018   792,307   0   4,800,020   0   1,308,000   0   160,349   7,060,676 
Executive Vice President and Chief Financial Officer  2017   742,308   0   3,750,088   0   1,046,250   2,998   107,724   5,649,368 
  2016   488,462   0   1,708,468   0   410,000   1,291   89,138   2,697,359 

 

 
K. Guru Gowrappan**  2018   603,448   1,999,998   8,695,827   0   1,020,000   0   433,665   12,752,938 
Executive Vice President and CEO –Verizon Media Group         

 

 
Marc Reed7  2018   821,154   0   4,950,064   0   1,348,875   0   232,377   7,352,470 

Executive Vice President

and Chief Administrative Officer

  2017   800,000   0   4,000,037   0   1,116,000   150,984   200,087   6,267,108 
  2016   792,307   0   4,000,094   0   960,000   196,023   224,745   6,173,169 

 

 
Ronan Dunne  2018   846,154   0   4,250,008   0   1,389,750   0   228,214   6,714,126 
Executive Vice President and President – Verizon Consumer Group         

 

 
Lowell McAdam*  2018   1,661,538   0   12,000,050   0   4,360,000   0   616,279   18,637,867 
Former Chairman and Chief Executive Officer  2017   1,600,000   0   12,000,062   0   3,720,000   73,949   543,570   17,937,581 
  2016   1,600,000   0   12,000,077   0   3,200,000   233,155   641,347   17,674,579 

 

 
John Stratton***  2018   1,260,962   0   6,600,052   0   1,798,500   0   5,987,338   15,646,852 
Former Executive Vice President and President – Global Operations  2017   942,308   0   10,987,566   0   1,325,250   80,190   204,837   13,540,151 
  2016   896,154   0   4,725,072   0   1,080,000   101,959   237,424   7,040,609 

 

 
Timothy Armstrong**  2018   1,193,750   0   3,150,081   0   1,680,000   0   6,465,111   12,488,942 
Former Executive Vice President and President and CEO – Oath         

 

 

Name and

principal position

(a)

 Year
(b)
  Salary ($)
(c)
  Bonus1 ($)
(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
compensation5 ($)
(i)
  

Total ($)

(j)

 

Hans Vestberg

Chairman and

Chief Executive Officer

  2021   1,500,000   0   14,500,057   0   3,825,000   0   517,814   20,342,871 
  2020   1,500,000   0   13,300,074   0   3,637,500   0   660,008   19,097,582 
  2019   1,500,000   0   12,000,076   0   4,125,000   0   470,279   18,095,355 

Matthew Ellis

Executive Vice President and
Chief Financial Officer

  2021   950,000   0   6,525,007   0   1,453,500   0   183,382   9,111,889 
  2020   950,000   0   6,250,058   0   1,382,250   0   243,960   8,826,268 
  2019   950,000   0   5,700,032   0   1,567,500   0   231,385   8,448,917 

Ronan Dunne*

Executive Vice President and

Group CEO—Verizon Consumer

  2021   1,050,000   0   8,000,073   0   1,496,250   0   245,727   10,792,050 
  2020   1,000,000   0   6,750,003   0   1,185,000   0   312,878   9,247,881 
  2019   1,000,000   0   6,000,095   0   1,650,000   0   303,376   8,953,471 

Tami Erwin

Executive Vice President and
Group CEO—Verizon Business

  2021   950,000   0   6,525,007   0   1,184,942   0   208,530   8,868,479 
  2020   850,000   0   5,750,055   0   1,364,250   66,567   236,922   8,267,794 
  2019   850,000   0   5,100,080   0   1,402,500   127,916   230,797   7,711,293 

Kyle Malady**

Executive Vice President and
Chief Technology Officer

  2021   850,000   0   5,250,065   0   1,402,500   166   171,971   7,674,702 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

         

K. Guru Gowrappan***

Former Executive Vice President

and Group CEO—Verizon Media

  2021   588,462   3,000,000   6,250,033   0   0   0   125,947   9,964,442 
  2020   850,000   0   5,750,055   0   1,032,750   0   210,070   7,842,875 
  2019   850,000   0   5,100,080   0   1,402,500   0   533,358   7,885,938 

 

*

Mr. Vestberg became Chief Executive Officer of Verizon on August 1, 2018 and Chairman on March 8, 2019, when Mr. McAdam stepped down from those positions. Mr. McAdam retired from Verizon on December 31, 2018.

**

Mr. Gowrappan was hired as President and COO of Verizon’s Media Group (formerly known as Oath) on April 9, 2018 and became Executive Vice President and CEO of the Verizon Media Group on October 1, 2018, when Mr. Armstrong stepped down from that role. Mr. Armstrong remained as strategic advisor to Verizon until he left the Company on December 31, 2018.

***

Mr. StrattonDunne stepped down as Executive Vice President and PresidentGroup CEOGlobal OperationsVerizon Consumer on June 7, 2018December 31, 2021 and remainedcurrently serves as a strategic advisor to Verizon until he retired from the Company on December 31, 2018.Mr. Vestberg.

**

Mr. Malady became Executive Vice President and President—Global Networks and Technology on March 1, 2022.

***

Mr. Gowrappan separated from Verizon and continued employment with the Media Group upon the sale of the Media Group business to affiliates of Apollo on September 1, 2021 (the “Media Group Sale”).

1

For Messrs. McAdam, Stratton and Armstrong,Represents the amounts in this column also includespecial cash paid in lieu of vacation.

2

Forretention award for Mr. Vestberg, the amount in this column represents the signing bonus that became payable to him upon his relocation to the United States in January 2018, which wasGowrappan approved by the Committee in May 2021 in recognition of Mr. Gowrappan’s key contributions and efforts in connection with the commencementMedia Group Sale. The special award would vest and be payable by Verizon to Mr. Gowrappan if he remained continuously employed by Yahoo (f/k/a the Media Group) on the six-month anniversary of the date the Media Group Sale was consummated (Closing Date), or if his employment was involuntarily terminated by Yahoo without cause after the Closing Date, but prior to the six-month anniversary of the Closing Date. Mr. Gowrappan’s employment with Verizon in April 2017. ForYahoo was involuntarily terminated without cause by Yahoo on December 15, 2021, and as a result, Mr. Gowrappan became entitled to receive the amountaward, which became payable to Mr. Gowrappan in this column represents the signing bonus that was paid to him in connection with his commencement of employment with Verizon in 2018.March 2022.

32

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. For Mr. Gowrappan, the amount in this column with respect to his special PRSU award represents the sum of the grant date fair value of the PRSU award on the April 9, 2018 grant date plus the incremental fair value attributable to the modification of this award on October 5, 2018 as described in footnote 3 to the Grants of Plan-based Awards table on page 54, in each case computed in accordance with FASB ASC Topic 718 based on the closing price of Verizon’s common stock on the applicable date (the aggregate PRSU grant date fair value). The grant date fair value of each of the PSU awards granted to the named executive officers in the designated year as part of Verizon’s annual long-term incentive award program the special PSU award granted to Mr. Vestberg in 2018, theSpecial PRSU award granted to Mr. Gowrappan in 2018, and the special PSU award granted to Mr. Stratton in 2017 has been determined based on the vesting of 100% of the nominal PSUs or PRSUs awarded, which is the performance threshold the Company believed was most likely to be achieved under the awards on the grant date. The following table reflects the grant date fair value of the PSU awards, as well as the maximum value of these awards based on the closing price of Verizon’s common stock on the grant date if, due to the Company’s performance during the applicable performance cycle, the PSU awards vested at their maximum level. For Mr. Gowrappan’s PRSU award, the amount in the following table reflects the aggregate PRSU grant date fair value, as well as the maximum value of this award based on the closing price of Verizon’s common stock on October 5, 2018 (the date on which the award was modified as described in footnote 3 to the Grants of Plan-based Awards table) if, due to Verizon Media Group’s performance during the applicable performance cycle, the PRSU award vested at its maximum level.

 

   Grant date fair value of PSUs       Maximum value of PSUs 

Name

  2019 ($)   2020 ($)   2021 ($)        2019 ($)   2020 ($)   2021 ($) 

Mr. Vestberg

   7,200,057    7,980,033    8,700,045      14,400,114    15,960,066    17,400,090 

Mr. Ellis

   3,420,008    3,750,046    3,915,004      6,840,016    7,500,092    7,830,008 

Mr. Dunne

   3,600,057    4,050,002    4,800,044      7,200,114    8,100,004    9,600,088 

Ms. Erwin

   3,060,025    3,450,033    3,915,004      6,120,050    6,900,066    7,830,008 

Mr. Malady

       3,150,039          6,300,078 

Mr. Gowrappan

   3,060,025    3,450,033    3,750,031      6,120,050    6,900,066    7,500,062 

52Verizon 2019 Proxy Statement

40


Compensation TablesVerizon 2022 Proxy Statement

Summary Compensation

  Grant Date Fair Value of PSUs  Maximum Value of PSUs 
Name 2016 ($)  2017 ($)  2017
Special
Award ($)
  2018 ($)  2018
Special
Award ($)
  2016 ($)  2017 ($)  2017
Special
Award ($)
  2018 ($)  2018
Special
Award ($)
 

 

 

 

Mr. Vestberg

 

  

 

 

 

 

2,700,031

 

 

 

 

  

 

 

 

 

3,960,041

 

 

 

 

 

 

 

 

 

10,000,030

 

 

 

 

  

 

 

 

 

5,400,062

 

 

 

 

  

 

 

 

 

7,920,082

 

 

 

 

 

 

 

 

 

20,000,060

 

 

 

 

 

 

 

Mr. Ellis

 

 

 

 

 

 

1,025,091

 

 

 

 

 

 

 

 

 

2,250,043

 

 

 

 

  

 

 

 

 

2,880,012

 

 

 

 

  

 

 

 

 

2,050,182

 

 

 

 

 

 

 

 

 

4,500,086

 

 

 

 

  

 

 

 

 

5,760,024

 

 

 

 

 

 

 

 

Mr. Gowrappan

 

     

 

 

 

 

3,595,811

 

 

 

 

     

 

 

 

 

10,787,433

 

 

 

 

 

 

 

Mr. Reed

 

 

 

 

 

 

2,400,046

 

 

 

 

 

 

 

 

 

2,400,012

 

 

 

 

  

 

 

 

 

2,970,019

 

 

 

 

  

 

 

 

 

4,800,092

 

 

 

 

 

 

 

 

 

4,800,024

 

 

 

 

  

 

 

 

 

5,940,038

 

 

 

 

 

 

 

 

Mr. Dunne

 

    

 

 

 

 

2,550,005

 

 

 

 

     

 

 

 

 

5,100,010

 

 

 

 

 

 

 

 

Mr. McAdam

 

 

 

 

 

 

7,200,036

 

 

 

 

 

 

 

 

 

7,200,037

 

 

 

 

  

 

 

 

 

7,200,030

 

 

 

 

  

 

 

 

 

14,400,072

 

 

 

 

 

 

 

 

 

14,400,074

 

 

 

 

  

 

 

 

 

14,400,060

 

 

 

 

 

 

 

 

Mr. Stratton

 

 

 

 

 

 

2,835,043

 

 

 

 

 

 

 

 

 

2,992,527

 

 

 

 

 

 

 

 

 

6,000,004

 

 

 

 

 

 

 

 

 

3,960,041

 

 

 

 

  

 

 

 

 

5,670,086

 

 

 

 

 

 

 

 

 

5,985,054

 

 

 

 

 

 

 

 

 

9,000,006

 

 

 

 

 

 

 

 

 

7,920,082

 

 

 

 

 

 

 

 

Mr. Armstrong

 

 

    

 

 

 

 

 

1,890,039

 

 

 

 

 

 

     

 

 

 

 

 

3,780,078

 

 

 

 

 

 

 

 

 

 

4
Proxy
summary
Governance

Executive
compensation

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

3

The amounts in this column for 20182021 reflect the 20182021 Short-Term Plan award paid to the named executive officers in February 20192022 as described beginning on page 36.27.

54

Verizon’sVerizon froze all future pension accruals under its defined benefit plans were frozen as of June 30, 2006, and Verizon stopped all future benefit accruals under these plans as of that date. All accruals under the Verizon Wireless pension plan were frozen as of December 31,in 2006. The named executive officers other than Messrs. ReedMs. Erwin and McAdamMr. Malady are not eligible for pension benefits. The amount in this column for 2021 for Mr. Malady reflects the change in the actuarial present value of the accumulated benefit under the defined benefit plan in which he participates in the amount of $166. For 2018Ms. Erwin, there was a reduction in pension value for Messrs. Reed and McAdam of $58,197 and $113,794, respectively,$35,950 based on the applicable calculation formulas. In accordance with SEC rules, because the aggregate change in the actuarial present value of the accumulated benefit under the defined benefit planspension Ms. Erwin participates in was a negative number for 2018,2021, the amount shown in this column for 20182021 for Messrs. Reed and McAdamMs. Erwin is zero. Verizon’s nonqualified deferred compensation plans did not provide a preferential or “above market” rate of interest in 2018.2021.

65

The following table provides the detail for 20182021 compensation reported in the “All Other Compensation”other compensation” column.

 

Name Personal
Use of
Company
Aircraft($)
 Personal
Use of
Company
Vehicle($)
 Company
Contributions
to the Qualified
Savings Plan ($)
 

Company
Contributions

to the
Nonqualified
Deferral Plan ($)

 Company
Contributions
to the Life
Insurance
Benefitc($)
 Separation/
Retirement
Benefitsd ($)
 Other($) All Other
Compensation
Total ($)
   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 ($)
   Otherd ($)   All other
compensation
total ($)
 

 

Mr. Vestberg

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

2,774

 

 

 

 

 

 

 

 

 

16,500

 

 

 

 

 

 

 

 

 

57,623

 

 

 

 

 

 

 

 

 

89,603

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

451,869

 

 

 

 

 

 

 

 

 

618,369

 

 

 

 

   58,406    774    17,400    290,850    119,424    30,960    517,814 

 

Mr. Ellis

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

20,550

 

 

 

 

 

 

 

 

 

107,048

 

 

 

 

 

 

 

 

 

21,751

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

11,000

 

 

 

 

 

 

 

 

 

160,349

 

 

 

 

   0    0    17,400    122,535    30,447    13,000    183,382 

 

Mr. Gowrappan

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

9,995

 

 

 

 

 

 

 

 

 

22,333

 

 

 

 

 

 

 

 

 

1,339

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

399,998

 

 

 

 

  

 

433,665

 

 

 

 

Mr. Reed

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

20,550

 

 

 

 

 

 

 

 

 

122,079

 

 

 

 

 

 

 

 

 

76,748

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

13,000

 

 

 

 

 

 

 

 

 

232,377

 

 

 

 

 

Mr. Dunne

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

20,550

 

 

 

 

 

 

 

 

 

129,589

 

 

 

 

 

 

 

 

 

65,075

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

13,000

 

 

 

 

 

 

 

 

 

228,214

 

 

 

 

   0    0    17,400    116,654    94,713    16,960    245,727 

 

Mr. McAdam

 

 

 

 

 

138,576

 

 

 

 

 

 

 

 

 

7,833

 

 

 

 

 

 

 

 

 

20,550

 

 

 

 

 

 

 

 

 

370,650

 

 

 

 

 

 

 

 

 

52,670

 

 

 

 

 

 

 

 

 

13,000

 

 

 

 

 

 

 

 

 

13,000

 

 

 

 

 

 

 

 

 

616,279

 

 

 

 

Ms. Erwin

   0    0    17,400    121,363    58,767    11,000    208,530 

 

Mr. Stratton

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

20,550

 

 

 

 

 

 

 

 

 

153,915

 

 

 

 

 

 

 

 

 

68,907

 

 

 

 

 

 

 

 

 

5,730,966

 

 

 

 

 

 

 

 

 

13,000

 

 

 

 

 

 

 

 

 

5,987,338

 

 

 

 

Mr. Malady

   0    0    17,400    101,954    39,617    13,000    171,971 

 

Mr. Armstrong

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

20,550

 

 

 

 

 

 

 

 

 

 

 

 

80,988

 

 

 

 

 

 

 

 

 

 

 

 

3,384

 

 

 

 

 

 

 

 

 

 

 

 

6,360,189

 

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

  

 

 

6,465,111

 

 

 

 

 

 

Mr. Gowrappan

   0    0    11,377    83,934    19,636    11,000    125,947 

 

a

The aggregate incremental cost of the personal use of a Company aircraft is determined by multiplying the total 20182021 personal flight hours by the incremental aircraft cost per hour. The incremental aircraft cost per hour is derived by adding the annual aircraft maintenance costs, fuel costs, aircraft trip expenses and crew trip expenses, and then dividing by the total annual flight hours.

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 20182021 personal miles by the incremental vehicle cost per mile; and (iii) adding the incremental driver cost (the total 20182021 driver hours for the executive’s personal use multiplied by the driver’s hourly rate).

c

Executive life insurance is available toUS-based U.S.-based executives on a voluntary basis. Executives who choose to participate in this program are excluded from the basic and supplemental life insurance programs that Verizon provides to management employees. The executive owns the insurance policy, chooses the level of coverage and is responsible for paying the premiums. However, Verizon pays each executive an amount, shown in this column, which is equal to a portion of the premium. Executives who choose not to participate in the executive life insurance plan do not receive that payment. For all namedMessrs. Vestberg, Dunne and Gowrappan, the executive officers who participate in this program,life insurance policy provides a death benefit equal to five times the sum of the executive’s base salary plus his Short-Term Plan award opportunity at 67% of target level (capped at $10 million for Messrs. Vestberg and Dunne and capped at $8 million for Mr. Gowrappan) if the executive dies before a designated date. For Messrs. Ellis and Malady and Ms. Erwin, the executive life insurance policy provides a death benefit equal to two times the sum of the executive’shis or her base salary plus his or her Short-Term Plan award opportunity at 67% of target level if the executivehe or she dies before a designated date. This date is the latest of the participant’s retirement date, the date on which the participant reaches age 60 or the fifth anniversary of plan participation. Effective April 1, 2018,For Mr. Gowrappan, the executive life insurance program was closed to new entrants. All of the named executive officers other than Messrs. Gowrappan and Armstrong participated in the executive life insurance program in 2018. The amount for Messrs. Gowrappan and Armstrongshown in this column represents the amount of the premiums paid by the Company for their participation in the group term life insurance program during 2018.

d

For Mr. McAdam, the amount in this column represents financial planning benefits that he became entitled to receive upon his retirement. For Messrs. Stratton and Armstrong the amounts in this column represent the benefits payable under the Verizon Senior Manager Severance Plan in connection with their qualifying separation from the Company on December 31, 2018 in the amount of $5,530,459 for Mr. Stratton and $6,345,689 for Mr. Armstrong (which consists of a cash severance benefit in the amount of $5,500,000 for Mr. Stratton and $6,300,000 for Mr. Armstrong and the Company’s estimated cost of providing medical, dental and vision coverage for two years in the amount of $30,459 for Mr. Stratton and $45,689 for Mr. Armstrong), the cost of providing outplacement services for one year in the amount of $14,500, and, for Mr. Stratton, financial planning benefits in the amount of $13,000 andalso includes a payment of $173,007$9,973 to pay a portion of the annual premium for the executive life insurance policybenefit owned by Mr. StrattonGowrappan for two years following his separation date.

ed

This column represents the total amount of other perquisites and personal benefits provided. These other benefits consist of: (i)of financial planning services in the amount of $30,960 for Mr. Vestberg, $13,000 for Messrs. Vestberg, Reed,Mr. Ellis, $16,960 for Mr. Dunne, McAdam$11,000 for Ms. Erwin, $13,000 for Mr. Malady and Stratton; (ii) financial planning$11,000 for Mr. Gowrappan.

 

Verizon 2019 Proxy Statement    5341


Compensation Tables

Plan-based Awards

Verizon 2022 Proxy Statement

 

services in the amount of $11,000 for Mr. Ellis; (iii) relocation expenses of $418,632 and $399,998, for Messrs. Vestberg and Gowrappan, respectively, in connection with their relocation to the United States; and (iv) home security services of $20,237 for Mr. Vestberg. The Company provides each of the named executive officers who elect to participate in the financial planning program with a financial planning benefit equal to the Company’s payment for the services. Effective April 1, 2018, the financial planning program was closed to new entrants.
7Proxy
summary
Governance

Mr. Reed was not a named executive officer in 2017, however because Mr. Reed was a named executive officer in 2016, his Executive
compensation for 2016, 2017 and 2018 is shown above pursuant to SEC rules.

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

Plan-based Awards

Plan based awards

The following table provides information about the 20182021 awards granted under the Short-Term Plan and the Long-Term Plan to each named executive officer.

Grants of Plan-based Awardsplan-based awards

 

     

 

Estimated Future Payouts
UnderNon-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)

      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)

 

Name

(a)

 Type of
Award1
 

Grant
Date

(b)

 

Threshold
($)

(c)

 

Target
($)

(d)

 

Maximum
($)

(e)

 

Threshold
(#)

(f)

 

Target
(#)

(g)

 

Maximum
(#)

(h)

  Type of
award1
 Grant date
(b)
 

Threshold
($)

(c)

 

Target
($)

(d)

 

Maximum
($)

(e)

 

Threshold
(#)

(f)

 

Target
(#)

(g)

 

Maximum
(#)

(h)

 

  

Mr. Vestberg

  STP      1,262,500   2,525,000   3,787,500          STP      1,875,000   3,750,000   7,500,000        
  PSU   3/6/2018      30,780   80,999   161,998      3,960,041   PSU   3/1/2021      39,289   157,154   314,308      8,700,045 
  PSU   8/1/2018      96,656   193,312   386,624      10,000,030 
  RSU   3/6/2018         53,999     2,640,011   RSU   3/1/2021         104,769     5,800,012 

 

Mr. Ellis

  STP      600,000   1,200,000   1,800,000          STP      712,500   1,425,000   2,850,000        
  PSU   3/6/2018      22,385   58,908   117,816      2,880,012 
  RSU   3/6/2018         39,272     1,920,008   PSU   3/1/2021      17,680   70,719   141,438      3,915,004 

 

Mr. Gowrappan

  STP      637,500   1,275,000   1,912,500        
  PRSU   4/9/2018      65,450   65,450   196,350      3,595,811 
  RSU   4/9/2018         108,696     5,100,016 

 

Mr. Reed

  STP      618,750   1,237,500   1,856,250        
  PSU   3/6/2018      23,085   60,749   121,498      2,970,019 
  RSU   3/6/2018         40,500     1,980,045   RSU   3/1/2021         47,146     2,610,003 

 

Mr. Dunne

  STP      637,500   1,275,000   1,912,500          STP      787,500   1,575,000   3,150,000        
  PSU   3/6/2018      19,820   52,158   104,316      2,550,005 
  RSU   3/6/2018         34,772     1,700,003   PSU   3/1/2021      21,677   86,706   173,412      4,800,044 

 

Mr. McAdam

  STP      2,000,000   4,000,000   6,000,000        
  RSU   3/1/2021         57,804     3,200,029 

Ms. Erwin

  STP      712,500   1,425,000   2,850,000        
  PSU   3/6/2018      55,963   147,270   294,540      7,200,030 
  RSU   3/6/2018         98,180     4,800,020   PSU   3/1/2021      17,680   70,719   141,438      3,915,004 

 

Mr. Stratton

  STP      825,000   1,650,000   2,475,000        
  RSU   3/1/2021         47,146     2,610,003 

Mr. Malady

  STP      637,500   1,275,000   2,550,000        
  PSU   3/6/2018      30,780   80,999   161,998      3,960,041 
  RSU   3/6/2018         53,999     2,640,011   PSU   3/1/2021      14,225   56,901   113,802      3,150,039 

 

Mr. Armstrong

  STP      1,050,000   2,100,000   3,150,000        
  RSU   3/1/2021         37,934     2,100,026 

Mr. Gowrappan

  STP      637,500   1,275,000   2,550,000        
  PSU   3/6/2018      14,690   38,659   77,318      1,890,039 
  RSU   3/6/2018         25,773     1,260,042   PSU   3/1/2021      16,935   67,739   135,478      3,750,031 

 
  RSU   3/1/2021   45,159   2,500,002 

 

1

These awards are described in the Compensation Discussion and Analysis beginning on page 36.23.

2

TheFor the named executive officers other than Mr. Gowrappan, the actual amount awarded under the Short-Term Plan (STP) in 20182021 was paid in February 20192022 and is shown in column (g) of the Summary Compensation table on page 52.40. Mr. Gowrappan was not eligible to receive a STP award from Verizon as a result of Mr. Gowrappan’s separation from Verizon and continued employment with Media Group upon the Media Group Sale.

3

These columns reflect the potential payout range of PSU awards granted in 20182021 to our named executive officers other than Mr. Gowrappan, in accordance with the Company’s annual long-term incentive award program, as described beginning on page 40.32. At the conclusion of the three-year performance cycle, payouts can range from 0% to 200% of the target number of units awardedawarded. Fifty-percent of the 2021 PSUs is eligible to vest based on Verizon’s relative TSR position as compared with the Related Dow Peerscumulative adjusted EPS and fifty-percent is eligible to vest based on Verizon’s cumulative free cash flow, overand the three-year performance cyclenumber of PSUs that will ultimately vest may be increased or decreased by up to 25% (up to a maximum payout of 200%) 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 as described in more detail beginning on page 43.33. PSUs and the applicable dividend equivalents are paid only if and to the extent that the applicable performance criteria for the award are achieved at the end of the award cycle. 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 credited as of the dividend distribution date and divided by the closing price of the Company’s common stock on that date and are subject the same vesting requirements that apply to the underlying PSU award.

4

This column reflects the number of RSUs granted in 2021 to the named executive officers in accordance with the Company’s annual long-term incentive award program. When dividends are distributed to shareholders, dividend equivalents are credited on the RSU awards in an amount equal to the dollar amount of dividends that would be payable on the total number of RSUs credited as of the dividend distribution date and divided by the closing price of the Company’s common stock on that date and are subject to the same vesting requirements that apply to the underlying RSU award. These dividend equivalents are only distributed to the award holder if and when the underlying RSU award vests.

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.

42


Verizon 2022 Proxy Statement

Proxy
summary
Governance

Executive
compensation

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

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
expiration

date

(f)

  Number of
shares or
units of stock
that have not
vested1,2 (#)
(g)
  Market value
of shares or
units of stock
that have not
vested3 ($)
(h)
  

Equity
incentive
plan awards:
Number of
unearned
shares, units
or other rights
that have not
vested4,5 (#)
(i)

  

Equity
incentive
plan awards:
Market or
payout value
of unearned
shares, units
or other rights
that have not
vested6 ($)

(j)

  Grant
date
 

Mr. Vestberg

  0   0   0   0   0   0   0   445,409   23,143,452   8/1/2018 
       31,908   1,657,940   0   0   3/8/2019 
       66,878   3,474,981   225,711   11,727,944   3/2/2020 
       108,390   5,631,944   203,232   10,559,935   3/1/2021 

Mr. Ellis

  0   0   0   0   0   15,157   787,558   0   0   3/8/2019 
       31,428   1,632,999   106,068   5,511,293   3/2/2020 
       48,776   2,534,401   91,454   4,751,950   3/1/2021 

Mr. Dunne

  0   0   0   0   0   15,954   828,970   0   0   3/8/2019 
       33,942   1,763,626   114,552   5,952,122   3/2/2020 
       59,802   3,107,312   112,129   5,826,223   3/1/2021 

Ms. Erwin

  0   0   0   0   0   13,562   704,682   0   0   3/8/2019 
       28,914   1,502,371   97,582   5,070,361   3/2/2020 
       48,776   2,534,401   91,454   4,751,950   3/1/2021 

Mr. Malady

  0   0   0   0   0   9,307   483,592   0   0   3/8/2019 
       22,629   1,175,803   76,368   3,968,081   3/2/2020 
       39,245   2,039,170   73,585   3,823,477   3/1/2021 

Mr. Gowrappan

  0   0   0   0   0   13,562   704,682   0   0   3/8/2019 
       7,248   376,606   54,272   2,819,973   3/2/2020 
                       7,851   407,938   19,396   1,007,816   3/1/2021 

1

The amounts listed in this column represent the number of RSUs outstanding on December 31, 2021 with respect to the following awards:

(1)

for all of the named executive officers other than Mr. Gowrappan: (a) the third tranche of their 2019 annual RSU award granted on March 8, 2019, which vested on March 8, 2022; (b) the second and third tranches of their annual 2020 RSU award granted on March 2, 2020, one of which vested on March 2, 2022 and one of which is scheduled to vest on March 2, 2023; and (c) all three tranches of their annual 2021 RSU award granted on March 1, 2021, one of which vested on March 1, 2022 and two of which are scheduled to vest on March 1, 2023 and March 1, 2024, respectively.

(2)

for Mr. Gowrappan: (a) the third tranche of his 2019 annual RSU award granted on March 8, 2019, which vested on March 8, 2022; (b) the pro-rated portion of the second tranche of his 2020 RSU award granted on March 2, 2020, which vested on March 2, 2022; and (c) the pro-rated portion of the first tranche of his 2021 annual RSU award granted on March 1, 2021, which vested on March 1, 2022. Upon Mr. Gowrappan’s separation from Verizon on September 1, 2021 upon the closing of the Media Group Sale, under the terms of awards he was entitled to retain his 2019 annual RSU award and he retained a pro-rated portion of the 2020 and 2021 RSU awards, which, while no longer subject to forfeiture, remained outstanding on December 31, 2021 and were payable to Mr. Gowrappan on their original vesting dates of March 2, 2022 and March 1, 2022, respectively.

2

When dividends are distributed to shareholders, dividend equivalents are credited on the RSU awards in an amount equal to the dollar amount of dividends that would be payable on the total number of RSUs credited as of the dividend distribution date and divided by the closing price of the Company’s common stock on that date and are subject to the same vesting requirements that apply to the underlying RSU award. These dividend equivalents are only distributed to the award holder if and when the underlying RSU award vests. This column includes dividend equivalent units that have accrued through December 31, 2021.

3

The amounts in this column represent the value of the RSUs listed in column (g) based on a share price of $51.96, the closing price of Verizon’s common stock on December 31, 2021.

4

The amounts listed in this column represent the number of PSUs outstanding on December 31, 2021 with respect to the following awards:

(1)

for all of the named executive officers other than Mr. Gowrappan, their 2020 and 2021 annual PSU awards granted on March 2, 2020 and March 1, 2021, that are scheduled to vest on December 31, 2022 and December 31, 2023, respectively; and for Mr. Gowrappan, the pro-rated portion of Mr. Gowrappan’s 2020 and 2021 annual PSU awards that were granted on March 2, 2020 and March 1, 2021, that are scheduled to vest on December 31, 2022 and December 31, 2023, respectively.

(2)

for Mr. Vestberg, these columns also include the special PSU award granted to him on August 1, 2018 in connection with his promotion to CEO with a payout range between 0% and 200% of the nominal number of PSUs subject to the award. The number of PSUs that vest at the end of the five-year award period ending July 31, 2023 will be determined based on Verizon’s average annual ROEreturn on equity (ROE) during that period, and the final award payout will include dividend equivalents that accrue on the vested portion of the award. No PSUs will vest unless Verizon’s five-year average annual ROE meets the minimum threshold of 18%. If Verizon’s five-year average annual ROE meets the target percentage of 28%, 100% of the nominal number of PSUs granted will vest. If Verizon’s five-year average annual ROE is at least 38%, a maximum of 200% of the PSUs granted will vest. If Verizon’s five-year average annual ROE is greater than 18% but less than 28%, the percentage of PSUs that will vest will be between 50% and 100% on an interpolated basis, and if Verizon’s five-year average annual ROE is greater than 28% but less than 38%, the percentage of PSUs that will vest will be between 100% and 200% on an interpolated basis. The award, to the extent vested, will be settled in shares of Verizon common stock, and Mr. Vestberg will be required

54Verizon 2019 Proxy Statement


Compensation Tables

Plan-based Awards

to hold any such shares for at least two years following the vesting date. For Mr. Gowrappan, these columns include the special PRSU award that was granted to him on April 9, 2018 and modified on October 5, 2018. One times the target number of PRSUs awarded, with dividend equivalents, will vest on April 9, 2021, assuming continued employment through that date. Under the original terms of the award, if Verizon Media Group’s cumulative revenue over a three-year performance period beginning January 1, 2018 and ending December 31, 2020 met or exceeded a Verizon Media Group cumulative revenue level for that period set by the Committee, two times the target number of PRSUs granted, with dividend equivalents, would vest. On October 5, 2018, in connection with Mr. Gowrappan’s promotion to CEO of the Verizon Media Group, the Committee modified the award to align the Verizon Media Group cumulative revenue target for the three-year performance period with the Verizon Media Group business plan as in effect when Mr. Gowrappan became CEO and increase the multiplier for the achievement of that target revenue level from two times to three times the target number of PRSUs granted as an additional incentive to drive the Verizon Media Group’s revenue. The award, to the extent vested, will be settled in shares of Verizon common stock. The numbers of units for Mr. Gowrappan have been rounded to the nearest whole number.

43


Verizon 2022 Proxy Statement

4
Proxy
summary
Governance

This column reflects the number of RSUs granted in 2018 to the named executive officers in accordance with the Company’s annual long-term incentive award program. Executive
compensation

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information

5

When dividends are distributed to shareholders, dividend equivalents are credited on the RSUPSU awards in an amount equal to the dollar amount of dividends that would be payable on the total number of RSUsPSUs credited as of the dividend distribution date and divided by the closing price of the Company’s common stock on that date. These dividend equivalentsdate and are only distributedsubject to the award holder if and when the award vests.

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 Mr. Gowrappan’s PRSU award, this column reflects the sum of the grant date fair value of the PRSUs on the April 9, 2018 grant date ($3,000,018) plus the incremental fair value attributablesame vesting requirements that apply to the modification of this award on October 5 ($595,793), in each case computed in accordance with FASB ASC Topic 718 based on the closing price of Verizon’s common stock on the applicable date. For PSUs and Mr. Gowrappan’s PRSUs, the grant date fair value has been determined based on the vesting of 100% of the nominal PSUs or PRSUs awarded, which is the performance threshold the Company believed was the most likely to be achieved under the grants.

Outstanding Equity Awards at FiscalYear-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

Expiration
Date

(f)

  

Number

of Shares

or Units

of Stock
That

Have Not
Vested1,2

(#)

(g)

  

Market

Value of
Shares or
Units of

Stock That
Have Not
Vested3

($)

(h)

  

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested4,5

(#)

(i)

  

Equity

Incentive

Plan Awards:
Market or
Payout Value

of Unearned
Shares, Units

or Other

Rights That
Have Not
Vested6

($)

(j)

  

Grant

Date

 

 

 

 

Mr. Vestberg

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

26,469
70,049
55,869

0

 

 
 
 

 

 

 

 


 

 

1,488,087
3,938,155
3,140,955
0

 

 

 
 
 
 

 

 

 

 

 

 

67,297

0

153,362

195,390

 

 

 

 

 

 

 

 

 

 

 

 

3,783,437

0

8,622,012

10,984,826

 

 

 

 

 

 

 

 

 

 


 

 

4/3/2017
5/4/2017
3/6/2018
8/1/2018

 

 

 
 
 
 

 

 

 

 

Mr. Ellis

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

 

21,657
40,632

 

 

 
 

 

 

 

 

 

 

1,217,557
2,284,331

 

 

 
 

 

 

 

 

 

 

55,062

111,535

 

 

 

 

 

 

 

 

 

 

3,095,586

6,270,498

 

 

 

 

 

 

 

 

 

 

3/3/2017
3/6/2018

 

 

 
 

 

 

 

 

Mr. Gowrappan

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

112,460

0

 

 

 

 

 

 

 

 

6,322,501
0

 

 

 
 

 

 

 

 

 

 

0

198,460

 

 

 

 

 

 

 

 

 

 

0

11,157,421

 

 

 

 

 

 

 

 

 

 

4/9/2018
4/9/2018

 

 

 
 

 

 

 

 

Mr. Reed

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

23,101
41,903

 

 
 

 

 

 

 

1,298,738
2,355,787

 

 
 

 

 

 

 

58,732

115,021

 

 

 

 

 

 

 

3,301,913

6,466,481

 

 

 

 

 

 

 

3/3/2017
3/6/2018

 

 
 

 

 

 

Mr. Dunne

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

28,499
23,823

0

35,976

 

 
 

 

 

 

 

 


 

 

1,602,214
1,339,329
0
2,022,571

 

 

 
 
 
 

 

 

 

 

 

 

0

60,568

62,230

98,755

 

 

 

 

 

 

 

 

 

 

 

 

0

3,405,133

3,498,571

5,552,006

 

 

 

 

 

 

 

 

 

 


 

 

9/30/2016
3/3/2017
12/7/2017
3/6/2018

 

 

 
 
 
 

 

 

 

 

Mr. McAdam

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

 

69,301
101,580

 

 

 
 

 

 

 

 

 

 

3,896,102
5,710,828

 

 

 
 

 

  

 

176,197

278,838

 

 

 

 

  

 

9,905,795

15,676,272

 

 

 

 

  

 

3/3/2017
3/6/2018

 

 
 

 

 

 

 

Mr. Stratton

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

28,804

0

55,869

 

 

 

 

 

 

 

 

 

1,619,361
0
3,140,955

 

 

 
 
 

 

 

 

 

 

 

73,232

197,790

153,362

 

 

 

 

 

 

 

 

 

 

 

4,117,103

11,119,754

8,622,012

 

 

 

 

 

 

 

 

 

 

 

3/3/2017
3/14/2017
3/6/2018

 

 

 
 
 

 

 

 

 

Mr. Armstrong

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

0

 

 

 

 

 

 

 

1,650,000
17,326
26,666

 

 

 
 
 

 

 

 

 

 

16,648,500
974,068

1,499,163

 

 
 

 

 

 

 

 

 

0

44,050

73,196

 

 

 

 

 

 

 

 

 

 

 

0

2,476,491

4,115,079

 

 

 

 

 

 

 

 

 

 

 

7/1/2015
3/3/2017
3/6/2018

 

 

 
 
 

 

 

 

1

The amounts listed in this column represent the number of RSUs or ASUs outstanding on December 31, 2018 with respect to the following awards:

(1) for all of the named executive officers other than Mr. Vestberg and Mr. Gowrappan, the second and third tranches of their 2017 annual RSU award granted on March 3, 2017, one of which vested on March 3, 2019 and one of which is scheduled to vest on March 3, 2020;

(2) for Mr. Vestberg, the second and third tranches of his 2017 annual RSU award granted on April 3, 2017, that are scheduled to vest on April 3, 2019 and April 3, 2020, respectively;

(3) for all of the named executive officers other than Mr. Gowrappan, all three tranches of their annual 2018 RSU award granted on March 6, 2018, one of which vested on March 6, 2019 and two of which are scheduled to vest on March 6, 2020 and March 6, 2021, respectively;

Verizon 2019 Proxy Statement    55


Compensation Tables

Value realized from stock options and certain stock-based awards

(4) for Mr. Vestberg, the special RSU award granted to him on May 4, 2017, that is scheduled to vest on May 4, 2020, subject to continued employment, and will be settled in shares of Verizon common stock which Mr. Vestberg must hold for at least two years following the vesting date;

(5) for Mr. Gowrappan, all three tranches of his 2018 annual RSU award (which comprised his entire 2018 Long-Term Plan award) that are scheduled to vest, subject to continued employment, on April 9, 2019, April 9, 2020 and April 9, 2021, respectively, and will be settled in cash;

(6) for Mr. Dunne, the third tranche of his 2016 annual RSU award (which comprised his entire 2016 Long-Term Plan award) that is scheduled to vest, subject to continued employment, on September 19, 2019 and will be settled in cash; and

(7) for Mr. Armstrong, the second tranche of the special founders award of units (ASUs) under the AOL Long-Term Incentive Plan (which was established by Verizon effective as of the closing date of Verizon’s acquisition of AOL Inc. on June 23, 2015) that is scheduled to vest on June 22, 2019. Each unit represents the right to receive a cash amount equal to the value of an ASU on the date the unit vests.

2

The RSUs accrue quarterly dividends that are reinvested into the participants’ accounts as additional RSUs and will be included in the final RSU payment if the awards vest. This column includes dividend equivalent units that have accrued through December 31, 2018.

3

The amounts in this column represent the value of the RSUs listed in column (g) based on a share price of $56.22, the closing price of Verizon’s common stock on December 31, 2018, and the value of the ASUs listed in column (g) based on a share price of $10.09, which was the value of an ASU on December 31, 2018 as determined in accordance with the terms of the AOL Long-Term Incentive Plan.

4

The amounts listed in this column represent the number of PSUs or PRSUs outstanding on December 31, 2018 with respect to the following awards:

(1) for all of the named executive officers other than Mr. Gowrappan, their 2017 and 2018 annual PSU awards granted on March 3, 2017 (April 3, 2017 for Mr. Vestberg) and March 6, 2018, that are scheduled to vest on December 31, 2019 and December 31, 2020, respectively;

(2) for Mr. Vestberg, the special PSU award granted to him on August 1, 2018 that is described in footnote 3 to the Grants of Plan-based Awards table;

(3) for Mr. Gowrappan, the special PRSU granted to him on April 9, 2018 and modified on October 5, 2018 that is described in footnote 3 to the Grants of Plan-based Awards table;

(4) for Mr. Dunne, the special PRSU award granted to him on December 7, 2017, which will vest at 100% of the PRSUs granted at the end of the three-year period ending on December 31, 2020, assuming continued employment through that date, and which may vest at 150% of the PRSUs granted if Verizon’s Wireless Service Revenue over the three-year performance period meets or exceeds the Wireless Service Revenue level set by the Committee and, to the extent vested, will be settled in shares of Verizon common stock; and

(5) for Mr. Stratton, the special PSU award granted to him on March 14, 2017, which may vest on March 13, 2020 at a percentage that will be based on Verizon’s average annual ROE during the three-year period beginning on January 1, 2017 and ending on December 31, 2019, and will settle in shares of Verizon common stock which Mr. Stratton must hold for at least one year following the vesting date.

5

underlying PSU award. The PSUs, and PRSUs accrue quarterly dividends that are reinvested into the participants’ accounts as additional units. The PSUs and PRSUs, and the applicable dividend equivalents, are paid if and to the extent that the applicable award vests. As required by SEC rules, the number of units in this column represent the 20172020 annual PSU awards at a 113%150% vesting percentage, the 20182021 annual PSU awards at a 183%125% vesting percentage and Mr. Vestberg’s special PSU award at a 100% vesting percentage, Mr. Gowrappan’s special PRSU award at a 300% vesting percentage, Mr. Dunne’s special PRSU award at a 150% vesting percentage and Mr. Stratton’s special PSU award at a 150%200% vesting percentage, in each case including accrued dividend equivalents through December 31, 20182021 that will be paid if the awards vest at the indicated levels.

6

The amounts in this column represent the value of the PSUs or PRSUs listed in column (i) based on a share price of $56.22,$51.96, the closing price of Verizon’s common stock on December 31, 2018.2021.

Value realized from stock options and certainvested stock-based awards

The following table reports the value realized from the vesting of the following stock-based awards:

 

the annual 20162019 PSUs and 2016 RSUs that vested on December 31, 20182021 for Messrs. Vestberg, Ellis, Reed, McAdam, StrattonDunne, Malady, Gowrappan and Armstrong;Ms. Erwin;

the third tranche of the annual 2018 RSUs that vested on March 6, 2021 for Messrs. Vestberg, Ellis, Dunne, Malady and Ms. Erwin;

the third tranche of Mr. Gowrappan’s 2018 RSUs that vested on April 9, 2021;

the second tranche of annual 2019 RSUs that vested on March 8, 2021 for Messrs. Vestberg, Ellis, Dunne, Malady, Gowrappan and Ms. Erwin;

 

the first tranche of annual 20172020 RSUs that vested on March 3, 20182, 2021 for Messrs. Vestberg, Ellis, Reed, Dunne, McAdam, StrattonMalady, Gowrappan and Armstrong;

the first tranche of Mr. Vestberg’s 2017 RSUs that vested on April 3, 2018;

the first tranche of Mr. Armstrong’s special founders award of ASUs under the AOL Long-Term Incentive Plan that vested on June 22, 2018 and payment of the value of a performance stock unit award granted by AOL to Mr. Armstrong and assumed by Verizon in connection with its acquisition of AOL Inc. in 2015 that vested on March 15, 2018;Ms. Erwin; and

 

the second tranche of Mr. Dunne’s 2016 RSUs2018 special performance-based RSU (PRSU) award that vested on September 19, 2018.April 9, 2021 for Mr. Gowrappan.

Based on the Company’s relative TSR as compared with the Related Dow Peers and its cumulative free cash flow over the performance period, the Committee approved a vesting percentage of 56%49% of the target number of PSUs granted for the 2016-20182019-2021 performance cycle for all participants. The values of the 20162019 PSU awards upon vesting for Messrs. Vestberg, Ellis, Reed, McAdam, Stratton,Dunne, Malady, Gowrappan and ArmstrongMs. Erwin were $722,462, $1,673,434, $5,020,231, $1,976,736$3,699,744, $1,757,369, $1,849,887, $1,079,101, $1,572,392 and $1,255,076 respectively, and the$1,572,392, respectively. The values of the 2016third tranche of the 2018 RSU awards upon vesting for Messrs. Vestberg, Ellis, Reed, McAdam, Stratton,Dunne, Malady, Gowrappan and ArmstrongMs. Erwin were $860,052, $1,992,205, $5,976,487, $2,353,258$1,148,988, $835,631, $739,883, $261,140, $2,374,321 and $1,494,138,$587,581, respectively. The values of the second tranche of 2019 RSUs upon vesting for Messrs. Vestberg, Ellis, Dunne, Malady, Gowrappan and Ms. Erwin were $1,751,533, $831,952, $875,766, $510,843, $744,389 and $744,389, respectively. The values of the first tranche of 20172020 RSUs upon vesting

56Verizon 2019 Proxy Statement


Compensation Tables

Pension plans

for Messrs. Vestberg, Ellis, Reed, Dunne, McAdam, StrattonMalady, Gowrappan and ArmstrongMs. Erwin were $607,580, $505,074, $538,722, $555,572, $1,616,216, $671,746,$1,777,003, $835,054, $901,856, $601,218, $768,252 and $404,029,$768,252, respectively. The value of the second tranche of Mr. Dunne’s 2016 RSUs upon vesting was $1,508,461. The value of the first tranche of Mr. Armstrong’s2018 special foundersPRSU award of ASUs upon vesting was $31,119,000. The value of the performance stock unit award granted by AOL to Mr. Armstrong that was assumed by Verizon in connection with its acquisition of AOL Inc. upon vesting was $1,859,650.for Mr. Gowrappan was hired in 2018$4,189,989.

Option exercises and did not hold any stock-based awards thatstock vested during 2018.

Option Exercises and Stock Vested

 

  Option Awards   Stock Awards   Option awards   Stock awards 

Name

(a)

  

Number of
Shares
Acquired on
Exercise

(#)

(b)

   

Value
Realized on
Exercise

($)

(c)

   

Number of
Shares
Acquired on
Vesting1

(#)

(d)

   

Value
Realized on
Vesting2,3,4

($)

(e)

   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

 

 

 

 

  

 

 

 

 

12,791

 

 

 

 

  

 

 

 

 

607,580

 

 

 

 

   0    0    154,885    8,377,268 

Mr. Ellis

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

38,614

 

 

 

 

   

 

2,087,588

 

 

 

   0    0    78,582    4,260,006 

Mr. Dunne

   0    0    80,639    4,367,392 

Ms. Erwin

   0    0    67,835    3,672,614 

Mr. Malady

   0    0    45,362    2,452,302 

Mr. Gowrappan

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

0

 

 

 

 

   0    0    171,524    9,649,343 

Mr. Reed

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

76,365

 

 

 

 

  

 

 

 

 

4,204,361

 

 

 

 

Mr. Dunne

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

39,708

 

 

 

 

  

 

 

 

 

2,064,033

 

 

 

 

Mr. McAdam

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

0

 

 

 

 

  

 

 

 

 

229,091

 

 

 

 

  

 

 

 

 

12,612,934

 

 

 

 

Mr. Stratton

  

 

 

 

 

 

0

 

 

 

 

 

 

  

 

 

 

 

 

0

 

 

 

 

 

 

   

 

 

90,938

 

 

 

 

 

   

 

 

5,001,740

 

 

 

 

 

Mr. Armstrong

  

 

 

 

 

 

0

 

 

 

 

 

 

  

 

 

 

 

 

0

 

 

 

 

 

 

   

 

 

1,744,466

 

 

 

 

 

   

 

 

36,131,893

 

 

 

 

 

 

1

The amounts include dividend equivalents that were credited on the 2019 PSU awards and RSU awardsthe 2018 special PRSU award for Mr. Gowrappan that vested on December 31, 2018April 9, 2021 in accordance with the terms of the awards. The amounts also include dividend equivalents that were credited on the RSU awards that vested on March 3, 2018,2, 2021, March 6, 2021 and March 8, 2021, as well as the RSU award for Mr. VestbergGowrappan that vested on April 3, 2018 and the RSU award for Mr. Dunne that vested on September 19, 2018.9, 2021.

2

For Messrs. Vestberg, Ellis, Reed, McAdam, StrattonDunne, Malady, Gowrappan and Armstrong,Ms. Erwin, the amounts in this column include the number of shares acquired on vesting of their 20162019 annual PSU and RSU awards multiplied by $56.22,$51.96, the closing price of Verizon’s common stock on the December 31, 2018.2021 vesting date. For all named executive officers except Mr. Vestberg andGowrappan, the amounts in this column include the number of shares acquired on vesting of the third tranche of their 2018 annual RSU award that vested on March 6, 2021, multiplied by $56.00, the closing price of Verizon’s common stock on March 5, 2021. For Mr. Gowrappan the amount includes the number of shares acquired on vesting of the third tranche of his 2018 RSU award multiplied by $57.49, the closing price of Verizon’s common stock on the April 9, 2021 vesting date. For all named executive officers, the amounts in this column include the number of shares acquired on vesting of the second tranche of their 2019 annual RSU award that vested on March 8, 2021, multiplied by $56.79, the closing price of Verizon’s common stock on March 8, 2021. For all named executive officers, the amounts in this column include the number of shares acquired on vesting of the first tranche of their 20172020 annual RSU award that vested on March 3, 2018,2, 2021, multiplied by $48.26,$54.98, the closing price of Verizon’s common stock on March 2, 2018.2021. For Mr. Vestberg the amount includes the number of shares acquired on vesting of the first tranche of his 2017 annual RSU award multiplied by $47.50, the closing price of Verizon’s common stock on April 3, 2018. For Mr. DunneGowrappan the amount also includes the number of shares acquired on vesting of the second tranche of his 2016 annual RSU2018 special PRSU award multiplied by $53.50,$57.49, the closing price of Verizon’s common stock on September 19, 2018.the April 9, 2021 vesting date.

44


Verizon 2022 Proxy Statement

3
Proxy
summary
Governance

For Mr. Armstrong, the amount also includes the number of ASUs granted under the AOL Long-Term Incentive Plan that vested on June 22, 2018 multiplied by $18.86, which was the value of an ASU as of the vesting date as determined in accordance with the terms of the AOL Long-Term Incentive Plan, and the number of performance stock units granted by AOL and assumed by Verizon in connection with its acquisition of AOL in 2015 multiplied by $50.00 in accordance with the terms of the Agreement and Plan of Merger between Verizon and AOL Inc. dated May 12, 2015.Executive
compensation

Audit
matters
Stock
ownership
Shareholder
proposals
Additional
information
4

The amounts in this column include $313,138, $138,893 and $671,746 for Messrs. Ellis, Dunne and Stratton, respectively, that was deferred under the Verizon Executive Deferral Plan when the amounts would have otherwise been paid in 2019.

Pension plans

Effective June 30, 2006, Verizon froze all future pension accruals under its managementtax-qualified and nonqualified defined benefit pension plans. All accruals under the Verizon Wireless defined benefit retirement plan(tax-qualified and nonqualified) were also frozen as of December 31,plans in 2006. Mr. Reed and Mr. McAdam are both eligible for a frozen pension benefit. None of the other named executive officers other than Ms. Erwin and Mr. Malady are eligible for a pension benefit.

Verizon Management PensionWireless Retirement Plan and Verizon Excess Pension Plan. The Verizon Management Pension Plan is atax-qualified defined benefit pension plan and the Verizon Excess Pension Plan is a nonqualified defined benefit pension plan. Mr. Reed is eligible for benefits under these plans. Mr. McAdam is not eligible for benefits under these plans because he was employed by Verizon Wireless prior to January 1, 2007. Undercomponent of the Verizon Management Pension Plan and the Verizon Excess Pension Plan, the normal retirement age is age 65 with at least 5 years of service and the early retirement age for unreduced benefits is age 55 with 15 or more years of service, and total age plus years of service equal to at least 75. Mr. Reed is eligible for early

Verizon 2019 Proxy Statement    57


Compensation Tables

Pension plans

retirement benefits under the Verizon Management Pension Plan and the Verizon Excess Pension Plan. Mr. Reed’s benefit under the Verizon Excess Pension Plan is based on the cash balance formula noted below and he is vested in the benefit.

Until June 30, 2006, eligible participants could earn pension benefits under a cash balance formula that provided for retirement pay credits equal to between four and seven percent (depending on age and service) of annual eligible pay for each year of service. Under the cash balance formula, a participant’s account balance is also credited with monthly interest based upon the prevailing market yields on certain U.S. Treasury obligations. Eligible pay under the Verizon Management Pension Plan consisted of the employee’s base salary and the Short-Term Plan award, up to the IRS qualified plan compensation limit. Pension benefits for all eligible pay in excess of the IRS limit were provided under the Verizon Excess Pension Plan based on the cash balance formula. At the time that thetax-qualified and nonqualified pension plans were frozen to future pension accruals on June 30, 2006, plan participants were provided with aone-time additional 18 months of benefits as a transition matter.

As a former employee of GTE Wireless Incorporated, Mr. Reed earned a pension benefit under the Verizon Management Pension Plan based on the better of two highest average pay formulas. The first formula was based on 1.35% of his average annual eligible pay for the five highest consecutive eligible years of service. The second formula was based on eligible pay for the five highest consecutive eligible years of service and was integrated with social security, with a 1.15% accrual for eligible pay under the social security integration level and a 1.45% accrual above the social security integration level. Both of these formulas were discontinued on May 31, 2004 for former GTE Wireless Incorporated employees employed by Verizon Wireless. Effective March 28, 2004, Mr. Reed transferred from Verizon Wireless to Verizon, and he continued to earn a pension under the better of (i) the 1.35% highest average pay formula, (ii) the 1.15%/1.45% integrated highest average pay formula through May 31, 2004 plus a 1.35% highest average pay formula after May 31, 2004 or (iii) the cash balance formula with a starting balance of $0 effective on Mr. Reed’s transfer date. As noted above, accruals under all 3 formulas were frozen effective June 30, 2006.

On January 1, 2005, Mr. Reed started accruing a benefit under the Verizon Excess Pension Plan’s cash balance formula. Mr. Reed earned retirement pay credits equal to 6% for 2005 and 7% for 2006 (based on age and eligible service) of annual eligible pay in excess of the pay cap for each year of service after January 1, 2005, including monthly interest credits. As noted above, accruals under the nonqualified cash balance formula were frozen effective June 30, 2006.

Verizon Wireless Retirement Plan. In 2001, Verizon Wireless consolidated the pension plans of several predecessor companies under the Verizon Wireless Retirement Plan. Mr. McAdamEffective 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. Ms. Erwin is entitled to botha tax-qualified and a nonqualified pension benefit under this plan.

plan and Mr. McAdam’sMalady is entitled to a tax-qualified pensionbenefit under this plan.

Ms. Erwin’s tax-qualified benefit was determined under two formulas: (i) 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) the formula applicable to former US West employees, which is a final average pay formula based on 2411.25 years of service multiplied by 1.45%(a) 1.25% of Mr. McAdam’sMs. Erwin’s average annual eligible pay for the five final consecutive years for each year of service through the end of 2006.2006 up to the IRS covered compensation level in effect for 2006, the year the plan was frozen, plus (b) 1.50% of Ms. Erwin’s average annual eligible pay for the five final consecutive years for each year of service through the end of 2006 in excess of the IRS covered compensation level in effect for 2006, the year the plan was frozen. The compensation used for this purpose was limited by IRS compensation limits in effect for each applicable year. The normal retirement age under the Verizon Wireless Retirement Plan is 65. The early retirement age (for unreduced benefits) under the plan is 55. Mr. McAdamMs. Erwin is eligible for unreduced early retirement benefits under the plan. Mr. McAdam’splan upon separation from the Company. Ms. Erwin’s nonqualified plan benefit was determined using the 1.45%1.50% final average pay formula and was calculated based on 1011.25 years of service and only included hisher 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. For Mr. McAdam,Ms. Erwin, 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.

Mr. Malady’s 58tax-qualified benefit was determined 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 the 30-year Treasury bond). The normal retirement age under the Verizon 2019 Proxy Statement


Compensation Tables

Defined contribution savings plans

Wireless Retirement Plan is 65. Since there are no reductions applied to cash balance formula benefits, age 65 is used as Mr. Malady’s earliest unreduced retirement age. For Mr. 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.

The following table illustrates the actuarial present value as of December 31, 20182021 of pension benefits accumulated by Messrs. ReedMs. Erwin and McAdam,Mr. Malady, the only named executive officers who are eligible for pension benefits.

Pension Benefitsbenefits

 

Name

(a)

 

Plan Name

(b)

 

Number of Years
Credited Service1 (#)

(c)

  

Present Value of
Accumulated
Benefit2 ($)

(d)

  

Payments During
Last Fiscal Year ($)

(e)

 

 

 

Mr. Reed

 

 

 

Verizon Management Pension Plan — Qualified

 

 

 

 

32

 

 

 

 

 

 

919,420

 

 

 

 

 

 

0

 

 

  

 

Verizon Excess Pension Plan — Nonqualified

 

  

 

14

 

 

 

  

 

178,270

 

 

 

  

 

0

 

 

 

 

 

Mr. McAdam

 

 

 

Verizon Wireless Retirement Plan — Qualified

 

 

 

 

35

 

 

 

 

 

 

1,024,582

 

 

 

 

 

 

0

 

 

  

 

Verizon Wireless Retirement Plan — Nonqualified

 

  

 

10

 

 

 

  

 

1,535,181

 

 

 

  

 

0

 

 

 

Name

(a)

  

Plan name

(b)

  Number of years
credited service (#)
(c)
   

Present value of
accumulated
benefit1 ($)

(d)

   Payments during
last fiscal year ($)
(e)
 

Ms. Erwin

  Verizon Wireless Retirement Plan—Qualified   34    647,939    0 
  Verizon Wireless Retirement Plan—Nonqualified   34    399,409    0 

Mr. Malady

  Verizon Wireless Retirement Plan—Qualified   21    26,237    0 

 

1

The years of credited service for each of Messrs. Reed and McAdam with respect to the applicable non-qualified plan is less than the named executive officer’s number of actual years of service with the Company. For Mr. Reed, the 14 years of credited service represents the period over which he earned a benefit in the Verizon Excess Pension Plan. For Mr. McAdam, the 10 years of credited service represents the period over which he earned a benefit in the nonqualified portion of the Verizon Wireless Retirement Plan.

2

The values are based on the assumptions for the actuarial determination of pension benefits as required by the relevant accounting standards as described in note 11 to the Company’s consolidated financial statements for the year ended December 31, 2018,2021, as included in Verizon’s 20182021 Annual Report.Report on Form 10-K. However, in accordance with the requirements for this table, the values are calculated using the executive’s retirement at the earliest age at which hethey can retire without having the retirement benefit reduced under the plan.

Defined contribution savings plans

The named executive officers 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.

45


Verizon 2022 Proxy Statement

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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 were 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 2018, the discretionary contribution was 3%.

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.

Verizon 2019 Proxy Statement    59


Compensation Tables

Defined contribution savings plans

Mr. ReedMalady and Ms. Erwin also hashave an account balance under the Income Deferral Plan (IDP). The IDP is a nonqualified deferred compensation plan that was the predecessor to the Deferral Plan. The IDP was amended to freeze the accrual of benefits under the plan as of the close of business on December 31, 2004. Participants in the IDP 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 plan. Participants in the IDP do not receive matching contribution credits or retirement credits under the plan.

Messrs. Reed, McAdam and Stratton also have account balances under the Verizon Wireless Executive Savings Plan (ESP). The ESP is a nonqualified deferred compensation plan that 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.

The Nonqualified Deferred Compensation table below shows the 20182021 account activity for each named executive officer 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, 2018.2021.

Nonqualified Deferred Compensationdeferred compensation

 

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)

   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

 

 

 

 

 

 

57,623

 

 

 

 

 

 

 

 

 

57,623

 

 

 

 

 

 

 

 

 

6,118

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

121,364

 

 

 

 

  Verizon Executive Deferral Plan   290,850    290,850    (52,672  0    2,020,541 

 

Mr. Ellis

 

 

Verizon Executive Deferral Plan

 

 

 

 

 

 

332,662

 

 

 

 

 

 

 

 

 

107,048

 

 

 

 

 

 

 

 

 

67,361

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

1,051,267

 

 

 

 

  Verizon Executive Deferral Plan   122,535    122,535    (5,554  0    2,980,374 

 

Mr. Gowrappan

 

 

Verizon Executive Deferral Plan

 

 

 

 

 

 

22,333

 

 

 

 

 

 

 

 

 

22,333

 

 

 

 

 

 

 

 

 

1,865

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

46,531

 

 

 

 

Mr. Dunne

  Verizon Executive Deferral Plan   116,654    116,654    (2,786  0    2,946,462 

 

Mr. Reed

 

 

Verizon Executive Deferral Plan

 

 

 

 

 

 

99,729

 

 

 

 

 

 

 

 

 

122,079

 

 

 

 

 

 

 

 

 

519,551

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

12,109,721

 

 

 

 

Ms. Erwin

  Verizon Executive Deferral Plan   1,259,688    121,363    61,947   0    4,965,481 
 

Verizon Income Deferral Plan

 

  

 

0

 

 

 

  

 

0

 

 

 

  

 

106,950

 

 

 

  

 

0

 

 

 

  

 

1,168,936

 

 

 

 

Verizon Wireless Executive Savings Plan

 

  

 

0

 

 

 

  

 

0

 

 

 

  

 

139,127

 

 

 

  

 

0

 

 

 

  

 

3,388,420

 

 

 

  Verizon Wireless Executive Savings Plan   0    0    (3,994  0    49,939 

 

Mr. Dunne

 

 

Verizon Executive Deferral Plan

 

 

 

 

 

 

236,025

 

 

 

 

 

 

 

 

 

129,589

 

 

 

 

 

 

 

 

 

50,323

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

658,378

 

 

 

 

 

Mr. McAdam

 

 

Verizon Executive Deferral Plan

 

 

 

 

302,700

 

 

 

 

 

 

370,650

 

 

 

 

 

 

700,463

 

 

 

 

 

 

0

 

 

 

 

 

 

11,945,203

 

 

Mr. Malady

  

Verizon Executive Deferral Plan

   603,554    101,954    124,453   0    5,333,700 
 

Verizon Wireless Executive Savings Plan

 

  

 

0

 

 

 

  

 

0

 

 

 

  

 

9,655

 

 

 

  

 

0

 

 

 

  

 

2,614,135

 

 

 

   Verizon Wireless Executive Savings Plan   0    0    10   0    377 

Mr. Stratton

 

 

Verizon Executive Deferral Plan

 

 

 

 

1,021,445

 

 

 

 

 

 

153,915

 

 

 

 

 

 

(2,163

 

 

 

 

 

0

 

 

 

 

 

 

11,359,425

 

 

 

Verizon Wireless Executive Savings Plan

 

  

 

0

 

 

 

  

 

0

 

 

 

  

 

248,100

 

 

 

  

 

0

 

 

 

  

 

4,721,200

 

 

 

 

Mr. Armstrong

 

 

Verizon Executive Deferral Plan

 

 

 

 

 

 

61,385

 

 

 

 

 

 

 

 

 

80,988

 

 

 

 

 

 

 

 

 

43,910

 

 

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

614,991

 

 

 

 

 

Mr. Gowrappan

  Verizon Executive Deferral Plan   83,934    83,934    (18,670  0    706,905 

 

1

Of the amounts listed in this column, the following amounts are also included in the Summary Compensation table for 20182021 in columns (c) and (j): for Mr. Vestberg, $57,623;$72,600; for Mr. Ellis, $31,038;$39,600; for Mr. Dunne, $45,554; for Ms. Erwin, $65,846; for Mr. Malady, $33,554; and for Mr. Gowrappan, $22,333; for Mr. Reed, $32,769; for Mr. Dunne, $34,269; for Mr. McAdam, $79,500; for Mr. Stratton, $48,115; and for Mr. Armstrong, $61,385.$21,969.

2

The amounts listed in this column are also included in columns (i) and (j) of the Summary Compensation table.

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 Summary Compensation table for the following years:

For Mr. Vestberg, a total of $1,606,818 was reported (2018 to 2021);

For Mr. Ellis, a total of $262,967$1,051,733 was reported (2017 to 2018)2021);

For Mr. Reed,Dunne, a total of $423,095$871,058 was reported (2016(2019 to 2018)2021);

For Ms. Erwin, a total of $1,699,868 was reported (2020 to 2021); and

For Mr. McAdam,Gowrappan, a total of $6,098,640$580,917 was reported (2008(2019 to 2018); and

For Mr. Stratton, a total of $3,497,687 was reported (2013 to 2018)2021).

 

60Verizon 2019 Proxy Statement46


Compensation Tables

Potential payments upon termination or change in controlVerizon 2022 Proxy Statement

 

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Potential payments upon termination or change in control

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 Messrs. McAdam, Stratton and ArmstrongMr. Gowrappan, if a termination of employment or change in control of Verizon had occurred at the end of 20182021 under Verizon’s compensation plans and agreements. On September 1, 2021, Mr. McAdam and Mr. Stratton retiredGowrappan separated from Verizon on December 31, 2018.and continued employment with the Media Group upon the sale of the Media Group business to affiliates of Apollo in September 2021. The payments and benefits that Mr. McAdam and Mr. Stratton became entitled to receive in connection with their retirement from Verizon are discussed under the headings “Retirement of Mr. McAdam” and “Retirement of Mr. Stratton” beginning on pages 66 and 67, respectively. Mr. Armstrong left Verizon on December 31, 2018. The payments and benefits that Mr. ArmstrongGowrappan became entitled to receive in connection with his separation from Verizon on September 1, 2021 are discussed under the heading “Separation of Mr. Armstrong”Gowrappan upon sale of Verizon Media” beginning on page 68.51.

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 and Nonqualified Deferred Compensation tables above. Those benefits are not included in the summaries and tables below.

In addition, amounts earned under our 20182021 Short-Term Plan awards and amounts earned under our Long-Term Plan awards that vested on December 31, 20182021 are not included in the summaries or tables below. Amounts earned under our 20182021 Short-Term Plan awards are discussed in the Compensation Discussion and Analysis beginning on page 3627 and are reported in the Summary Compensation table on page 52.40. Amounts earned under our Long-Term Plan awards that vested on December 31, 20182021 are discussed in the Compensation Discussion and Analysis beginning on page 4032 and are reported in the Option Exercises and Stock Vested table on page 57.44. If a named executive officer’s employment had terminated on December 31, 20182021 for any reason other than for cause, the full amount of the 20182021 Short-Term Plan award and the full amount of the Long-Term Plan awards that vested on December 31, 2018,2021, 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.

Potential payments upon qualifying separation or involuntary termination without cause

Messrs. Vestberg and McAdam.Mr. Vestberg. As CEO, Mr. Vestberg is not eligible to participate in the Senior Manager Severance Plan described below. Mr. Vestberg 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. As CEO and then in his role as Executive Chairman, Mr. McAdam was not eligible to participate in the Senior Manager Severance Plan. Mr. McAdam was not a party to an employment agreement with Verizon or any other agreement that would have provided him with cash severance benefits in the event his employment was involuntarily terminated by Verizon without cause. Mr. McAdam retired from Verizon on December 31, 2018.

Senior Manager Severance Plan. Verizon provides severance benefits to certain employees, including all of the named executive officers other than the 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.

Verizon 2019 Proxy Statement    61


Compensation Tables

Potential payments upon termination or change in control

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.

In connection with Mr. Stratton’s retirement from

47


Verizon on December 31, 2018, the independent members of the Board determined that Mr. Stratton’s retirement was a qualifying separation for purposes of the Senior Manager Severance Plan. The separation benefits Mr. Stratton was entitled to receive upon his separation are described and quantified under the heading “Retirement of Mr. Stratton” beginning on page 67. Mr. Stratton did not receive any additional separation benefits or payments upon his separation of service.2022 Proxy Statement

Mr. Armstrong left Verizon on December 31, 2018. Upon his separation, Mr. Armstrong was entitled to receive separation benefits under the Senior Manager Severance Plan, which are described and quantified under the heading “Separation of Mr. Armstrong” beginning on page 68. Mr. Armstrong did not receive any additional separation benefits or payments upon his separation of service.

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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. 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 defray a portion of the annual premiums 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. 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 defray a portion of the annual premiums for the two years following the year in which the executive’s termination occurs. If the named executive officer is retirement eligible upon termination and has achieved plan maturity upon his or her termination, the executive would not be entitled to any additional cash payment from Verizon. Effective April 1, 2018, the financial planning program and the executive life insurance program were both closed to new participants.

62Verizon 2019 Proxy Statement


Compensation Tables

Potential payments upon termination or change in control

Estimated payments. The following table shows Verizon’s estimate of the amount of benefits the named executive officers other than Messrs. McAdam, Stratton and Armstrong, would have been entitled to receive had their employment been involuntarily terminated without cause on the last business day of 20182021 or had they incurred a qualifying separation under the Senior Manager Severance Plan. The payments and benefits that Messrs. McAdam, Stratton and Armstrong became entitled to receive upon their retirement and separation from Verizon, respectively, on December 31, 2018 are discussed under the headings “Retirement of Mr. McAdam”, “Retirement of Mr. Stratton” and “Separation of Mr. Armstrong” beginning on page 66.

 

Name

  

Cash Separation

Payment ($)

   Continued Health
Benefits1($)
  Outplacement
Services ($)
  Financial
Planning($)
  Executive Life
Insurance Benefit($)
   Cash separation
payment ($)
   Continued health
benefits1 ($)
   Outplacement
services ($)
   Financial
planning ($)
   Executive life insurance
benefit2 ($)
 

Mr. Vestberg

  

 

 

 

 

0

 

 

 

 

  

 

0

 

  

 

0

 

  

 

0

 

  

 

 

 

 

0

 

 

 

 

   0    0    0    0    0 

Mr. Ellis

  

 

 

 

 

4,000,000

 

 

 

 

  

 

45,689

 

  

 

14,500

 

  

 

11,000

 

  

 

 

 

 

22,900

 

 

 

 

   4,750,000    49,960    14,500    13,000    33,849 

Mr. Gowrappan

  

 

 

 

 

4,250,000

 

 

 

 

  

 

15,230

 

  

 

14,500

 

  

 

0

 

  

 

 

 

 

0

 

 

 

 

Mr. Reed

  

 

 

 

 

4,125,000

 

 

 

 

  

 

45,689

 

  

 

14,500

 

  

 

13,000

 

  

 

 

 

 

0

 

 

 

 

Mr. Dunne

  

 

 

 

 

 

4,250,000

 

 

 

 

 

 

  

 

45,689

 

 

  

 

14,500

 

 

  

 

13,000

 

 

  

 

 

 

 

 

103,979

 

 

 

 

 

 

   5,250,000    33,308    14,500    16,960    174,411 

Ms. Erwin

   4,750,000    33,308    14,500    11,000    143,865 

Mr. Malady

   4,250,000    53,279    14,500    13,000    199,901 

 

1

The amounts reflect Verizon’s estimated cost of providing medical, dental and vision coverage for two years.

2

Mr. Gowrappan did not participate in the financial planning program in 2018 and, as a result, would not have been entitled to receive financial planning services if his employment had terminated on the last business day of 2018.

3

If Mr. Reed had retired on December 31, 2018, he would not have been entitled to receive additional company contributions with respect to this benefit because he reached plan maturity on December 31, 2018. The amount for Messrs. Ellis and Dunne, who are not retirement eligible, reflects one additional annual cash payment to defray a portion of the annual premium for the two years following the year in which their termination occurs. The amounts for Ms. Erwin and Mr. Gowrappan did not participate inMalady, who are retirement eligible, reflects the program in 2018.value of the future annual cash payments from Verizon used to defray a portion of the annual premiums until their attainment of age 60.

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 defray 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.

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.

 

Verizon 2019 Proxy Statement    6348


Compensation Tables

Potential payments upon termination or change in controlVerizon 2022 Proxy Statement

 

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Estimated payments. The following table shows Verizon’s estimate of the amount of benefits the named executive officers other than Messrs. McAdam, Stratton and Armstrong, would have been entitled to receive had their employment terminated due to death, disability or qualifying retirement on the last business day of 2018. The payments and benefits that Messrs. McAdam, Stratton and Armstrong became entitled to receive upon their retirement and separation from Verizon, respectively, on December 31, 2018 are discussed under the headings “Retirement of Mr. McAdam”, “Retirement of Mr. Stratton” and “Separation of Mr. Armstrong” beginning on page 66.2021.

 

Name  Executive Life Insurance Benefit($)   Disability Benefit($)   Financial Planning($)   Executive life insurance benefit1 ($)   Disability benefit2 ($)   Financial planning ($) 

Mr. Vestberg

            

Death

   8,000,000    0    13,000    10,000,000    0    30,960 

Disability

   471,196    2,164,003    13,000    475,902    1,936,790    30,960 

Retirement4

   0    0    0 

Retirement3

   0    0    0 

Mr. Ellis

            

Death

   3,208,000    0    11,000    3,810,000    0    13,000 

Disability

   277,765    443,634    11,000    262,919    2,002,816    13,000 

Retirement4

   0    0    0 

Mr. Gowrappan

      

Retirement3

   0    0    0 

Mr. Dunne

      

Death

   0    0    0    10,000,000    0    16,960 

Disability

   0    1,812,298    0    293,200    1,650,417    16,960 

Retirement4

   0    0    0 

Mr. Reed

      

Retirement3

   0    0    0 

Ms. Erwin

      

Death

   8,275,000    0    13,000    3,810,000    0    11,000 

Disability

   0    1,060,700    13,000    143,865    1,403,590    11,000 

Retirement

   0    0    13,000    143,865    0    11,000 

Mr. Dunne

      

Mr. Malady

      

Death

   8,525,000    0    13,000    3,410,000    0    13,000 

Disability

   396,882    1,955,175    13,000    199,901    1,761,879    13,000 

Retirement4

   0    0    0 

Retirement

   199,901    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, for the named executive officers other than Mr. Gowrappan, the amount, if any, represents the total amount of annual cash payments to the named executive officer to defray a portion of the annual premium of the life insurance policy owned by him or her, provided that the named executive officer continues to pay the annual premiums pursuant to the terms of the executive life insurance program. If Mr. Reed had become disabled on December 31, 2018, he would not have been entitled to receive additional company contributions with respect to this benefit because he reached plan maturity on December 31, 2018.

2

Assumes that each named executive officer would be immediately eligible for long-term disability benefits from Verizon’s qualified and nonqualified disability benefit plans. Mr. Ellis does not participate in the nonqualified portion of the disability benefit. The assumptions used to calculate the value of the disability benefits include a discount rate of 3.53%2.29% and mortality and recovery based on the 2012 Group Long-Term Disability Valuation Table. These rates represent the probability of death or recovery between the date of disability and the payment end date. The qualified portion of the disability benefit for Messrs. Vestberg, Ellis, Gowrappan, ReedDunne, and Dunne,Malady and Ms. Erwin, is estimated at $944,652, $443,634, $694,758, $378,647$891,583, $705,780, $759,754, $621,423 and $853,492,$495,364, respectively, and the nonqualified portion of the disability benefit for Messrs. Vestberg, Gowrappan, ReedEllis, Dunne, and DunneMalady and Ms. Erwin, is estimated at $1,219,351, $1,117,540, $682,053$1,045,207, $1,297,036, $890,663, $1,140,456 and $1,101,683.$908,226. In order to receive the nonqualified portion of the disability benefit, the executive must pay the premium associated with the qualified portion of the benefit.

3

Mr. Gowrappan did not participate in the financial planning program in 2018 and, as a result, would not have been entitled to receive financial planning services if his employment had terminated on the last business day of 2018.

4

Messrs. Vestberg, Ellis and Dunne would not have been entitled to receive executive life insurance benefits or financial planning benefits because they had not fulfilled the eligibility requirements for retirement under the terms of those programs on the last business day of 2018. Mr. Gowrappan would also not have been entitled to receive these benefits because he did not participate in those plans.2021.

Potential payments upon change in control

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.

Treatment of equity awards

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 dates 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. Commencing with the 2020 awards, 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

 

64Verizon 2019 Proxy Statement49


Compensation Tables

Potential payments upon termination or change in controlVerizon 2022 Proxy Statement

 

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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 outstanding RSUs and PSUs granted prior to 2020, if a named executive officer’s employment is involuntarily terminated by the Company without cause, the named executive officer’s then unvested RSUs will vest and be payable on the regularly scheduled payment dates 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. Under 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. As of December 31, 2018,2021, none of the named executive officers other than Ms. Erwin and Mr. Reed wasMalady were retirement-eligible under the Long-Term Plan.

The payment of PSU and RSU awards under the Long-Term Plan following an involuntary termination of employment without cause, death, disability or qualifying 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 dates 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;

 

Verizon consummates a merger, consolidation, reorganization or any other business combination; or

 

The Board adopts resolutions authorizing the liquidation or dissolution, or sale of all or substantially all of the assets, of Verizon.

However, a change in control will not occur if:

 

The amount of Verizon voting stock outstanding immediately before the transaction represents at least forty-five percent of the combined voting power of the corporation that survives the transaction;

 

Verizon Directors constitute at leastone-half of the board of directors of the surviving corporation;

 

Verizon’s CEO is the CEO of the surviving corporation; and

 

The headquarters of the surviving corporation is located in New York, New York.

50


Verizon 2022 Proxy Statement

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Estimated payments. The following table shows the estimated value of the awards that the named executive officers other than Messrs. McAdam, Stratton and Armstrong, could have received in respect of their outstanding unvested equity awards if any of the following events which would trigger accelerated vesting of the awards, occurred on the last business day of 2018:2021: (i) a change in control of Verizon without a termination of employment; (ii) a change in control of Verizon and an involuntary termination of employment without cause within 12 months; (iii) a termination of employment as a result of an involuntary termination without cause (other than in connection with a change in control); (iv) a qualifying retirement; or (v) death or disability. The occurrence of the foregoing events, other than a change in control of Verizon without a termination of employment, would trigger accelerated vesting of all or a portion of the awards. The amounts represent the estimated value of the outstanding RSU and PSU awards granted in 20172019, 2020 and 2018,2021, including the estimated value of the additional RSUspecial PSU award granted to Mr. Vestberg in 2017 and the special PSU award granted to him in 2018, the 2018 PRSU award granted to Mr. Gowrappan, and the 2017 PRSU award granted to Mr. Dunne and the remaining installment of the 2016 RSU award granted to Mr. Dunne that would have been payable pursuant to the terms of the award agreements, calculated using the total number of units (including accrued dividends) on the last business day of 20182021 and $56.22,$51.96, Verizon’s closing stock price on that date, and for the PSUs, and the PRSUs, assuming the award would vest at target performance levels. The values for the RSUs and PSUs granted in 2020 and 2021 in the column reflecting an involuntary termination without cause (other than in connection with a change in control) for the named executive officers other than Ms. Erwin and Mr. Malady (who had attained retirement eligibility as of the last business day of 2021) reflect the prorated portion of the then unvested awards based on the number of days worked from the applicable grant date through the assumed termination date on the last business day of 2021 and the remainder of such awards would be forfeited on that date. The actual amount payable under these awards can be determined only at the time the awards would be paid. The payments and benefits that Messrs. McAdam, Stratton and Armstrong became entitled to receive upon their retirement and separation from Verizon, respectively, on December 31, 2018 are discussed under the headings “Retirement of Mr. McAdam”, “Retirement of Mr. Stratton” and “Separation of Mr. Armstrong” beginning on page 66.

 

Verizon 2019 Proxy Statement    65


Compensation Tables

Potential payments upon termination or change in control

Name  Change In Control
Without
Termination ($)
  Change In
Control And
Termination
Without Cause ($)
  Termination
Without Cause ($)
  Retirement1($)  

Death or

Disability ($)

  Change in control
without termination ($)
   Change in control
and termination
without cause ($)
   Termination without
cause ($)
   Retirement($)   Death or
disability ($)
 

Mr. Vestberg

  

 

0

 

  

 

27,611,666

 

  

 

27,611,666

 

  

 

0

 

  

 

27,611,666

 

   0    38,603,163    24,276,264    0    38,603,163 

Mr. Ellis

  

 

0

 

  

 

9,667,873

 

  

 

9,667,873

 

  

 

0

 

  

 

9,667,873

 

   0    12,430,703    5,891,250    0    12,430,703 

Mr. Gowrappan

  

 

0

 

  

 

10,041,623

 

  

 

10,041,623

 

  

 

0

 

  

 

10,041,623

 

Mr. Reed

  

 

0

 

  

 

10,110,156

 

  

 

10,110,156

 

  

 

10,110,156

 

  

 

10,110,156

 

Mr. Dunne

  

 

0

 

 

  

 

13,343,761

 

 

  

 

13,343,761

 

 

  

 

0

 

 

  

 

13,343,761

 

 

   0    14,328,957    6,629,140    0    14,328,957 

Ms. Erwin

   0    11,923,261    11,923,261    11,923,261    11,923,261 

Mr. Malady

   0    9,402,734    9,402,734    9,402,734    9,402,734 

 

1

Messrs. Vestberg, Ellis, Gowrappan and Dunne would not have been entitled to receive any amount in respect of their outstanding unvested equity awards upon retirement because they had not met the eligibility requirements for retirement under the terms of the Long-Term Plan on the last business day of 2018.2021.

RetirementSeparation of Mr. McAdamGowrappan upon sale of Verizon Media

On September 1, 2021, Mr. McAdam retiredGowrappan separated from Verizon and continued employment with the CompanyMedia Group upon the consummation of the sale of the Media Group business to affiliates of Apollo. Mr. Gowrappan was not eligible for separation benefits under the Verizon Senior Manager Severance Plan upon his separation from Verizon. Under the terms of the purchase agreement between Verizon and Apollo, Verizon Media employees whose employment continued with the Media Group following the consummation of the sale, including Mr. Gowrappan, were considered to have incurred an involuntary separation from Verizon without cause solely for purposes of the terms of their outstanding Verizon long-term incentive awards. As a result, upon the closing of the sale, Mr. Gowrappan was entitled to retain his outstanding 2019 PSUs and RSUs, and a pro-rated portion of his outstanding 2020 and 2021 PSU and RSU awards based on December 31, 2018.the number of days worked during the applicable performance period, subject to his execution of a release of claims against Verizon. The portion of Mr. Gowrappan’s 2020 and 2021 PSU and RSU awards that did not vest were forfeited on his separation. The following table sets forth the estimated payments and benefits Mr. McAdamGowrappan became entitled to receive upon his retirement.separation from Verizon.

 

Cash Separation Payment ($)  Continued
Health Benefits ($)
  Equity($)  Financial
Planning ($)
  Executive Life
Insurance Benefit($)
  Outplacement
Services ($)

0           

  0  26,939,331  13,000  0  0

Name

  

Cash separation

payment ($)

   Continued health
benefits ($)
   Equity1 ($)   Financial planning ($)   Executive life
insurance benefit2 ($)
   

Outplacement

services ($)

 

Mr. Gowrappan

   0    0    5,747,794    0    9,973    0 

 

1

Represents the value upon vesting of Mr. Gowrappan’s 2019 annual PSU award, estimated value of his 2019 annual RSU award and the estimated value of the pro-rated portion of his outstanding 2020 and 2021 annual RSU and PSU awards grantedawards. For the 2019 PSU award, the value represents the number of shares acquired on vesting of his 2019 annual PSU award multiplied by $51.96, the closing price of Verizon’s common stock on the December 31, 2021 vesting date, as reported in 2017the Options Exercised and 2018.Stock Vested table on page 44. The value of thesethe 2019 RSU award and the pro-rated 2020 and 2021 RSU and PSU awards was calculated using the total number of units (including accrued dividends) on the last business day of 20182021 and $56.22,$51.96, Verizon’s closing stock price on that date, and, in the case of the PSUs, assuming the awards would vest at target performance levels. These awards will be paid on the regularly scheduled payment date following the applicable vesting date based on the stock price on the applicable vesting date, and in the case of the PSUs only if and to the extent that the applicable performance criteria have been satisfied.

2

Mr. McAdam attained plan maturity on December 31, 2018, and he is not entitled to receive any additional payments from Verizon with respect to this benefit following his termination of employment.

Mr. McAdam 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 two years following his retirement, agreed not to compete or interfere with any Verizon business for a period of two years after termination from employment, and always to protect Verizon’s trade secrets and proprietary information.

SEC rules require that we disclose the hypothetical payments and benefits that Mr. McAdam would have been entitled to receive if certain events had occurred on December 31, 2018 and Mr. McAdam had not retired on that date, notwithstanding the fact that the events did not occur and Mr. McAdam retired on that date. If on December 31, 2018 there had been a change in control of Verizon without a termination of Mr. McAdam’s employment, Mr. McAdam would not have been entitled to any payments or benefits. Mr. McAdam would have been entitled to receive a $664,441 disability benefit if he had become disabled on December 31, 2018 and not retired. This assumes that Mr. McAdam would have been immediately eligible for long-term disability benefits from Verizon’s qualified and nonqualified disability benefit plans and is based on a discount rate of 3.53% and mortality and recovery based on the 2012 Group Long-Term Disability Valuation Table, which represents the probability of death or recovery between the date of disability and the payment end date. The qualified portion of the disability benefit is estimated at $239,464, the nonqualified portion of the benefit is estimated at $424,977, and in order to receive the nonqualified portion of the disability benefit, Mr. McAdam would have been required to pay the premium associated with the qualified portion of the benefit. If he had died on December 31, 2018, Mr. McAdam’s beneficiaries would have been entitled to receive $8,560,000 under the life insurance policy owned by him. He would have been entitled to receive the same financial planning benefit that he received upon his retirement quantified in the table above if his employment had been terminated without cause following a change in control, or terminated without cause under any other circumstance, or if he died or became disabled on December 31, 2018. In addition, if Mr. McAdam had been terminated without cause following a change in control, had been terminated without cause under any other circumstance, or had he died or become disabled on December 31, 2018, Mr. McAdam would have been entitled to the same treatment of his equity awards that he received upon his retirement with the same estimated value quantified in the table above and based on the same assumptions and subject to the same terms and conditions described in footnote 1 to that table.

66Verizon 2019 Proxy Statement


Compensation Tables

Potential payments upon termination or change in control

Retirement of Mr. Stratton

Mr. Stratton retired from the Company on December 31, 2018. In connection with Mr. Stratton’s retirement, the independent members of the Board determined that Mr. Stratton’s retirement was a qualifying separation for purposes of the Senior Manager Severance Plan. The following table sets forth the estimated payments and benefits Mr. Stratton became entitled to receive upon his retirement.

Cash Separation Payment ($)

 

  

Continued

Health Benefits($)

 

  

Equity($)

 

  

Financial
Planning ($)

 

  

Executive Life
Insurance Benefit($)

 

  

Outplacement
Services ($)

 

 

5,500,000

 

  

30,459

 

  

20,528,396

 

  

13,000

 

  

173,007

 

  

14,500

 

 

1

Represents Verizon’s estimated cost of providing medical, dental and vision coverage for two years.

2

Represents the estimated value of the outstanding RSU and PSU awards granted in 2017 and 2018, including the estimated value of the special PSU award granted to Mr. Stratton in 2017. The value of these awards was calculated using the total number of units (including accrued dividends) on the last business day of 2018 and $56.22, Verizon’s closing stock price on that date, and, in the case of the PSUs (including the 2017 special PSU award), assuming the awards would vest at target performance levels. These awards will be paid on the regularly scheduled payment date following the applicable vesting date based on the stock price on the applicable vesting date, and in the case of the PSUs (including the 2017 special PSU award), only if and to the extent that the applicable performance criteria have been satisfied.

3

Represents the total amount of annual cash payments to Mr. StrattonGowrappan to defray a portion of the premium costs for the life insurance policy owned by him provided that he continues to pay the annual premiums pursuant to the terms of the program.for two years following his separation.

Mr. Stratton 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 his retirement, 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.

SEC rules require that we disclose the hypothetical payments and benefits that Mr. Stratton would have been entitled to receive if certain events had occurred on December 31, 2018 and Mr. Stratton had not retired on that date, notwithstanding the fact that the events did not occur and Mr. Stratton retired on that date. If on December 31, 2018 there had been a change in control of Verizon without a termination of Mr. Stratton’s employment, Mr. Stratton would not have been entitled to any payments or benefits. Mr. Stratton would have been entitled to receive a $315,225 disability benefit if he had become disabled on December 31, 2018 and not retired. This assumes that Mr. Stratton would have been immediately eligible for long-term disability benefits from Verizon’s qualified disability benefit plan and is based on a discount rate of 3.53% and mortality and recovery based on the 2012 Group Long-Term Disability Valuation Table, which represents the probability of death or recovery between the date of disability and the payment end date. Mr. Stratton would have been entitled to receive the same life insurance benefit that he received upon his retirement quantified in the table above if his employment had been terminated without cause following a change in control, or terminated without cause under any other circumstance, or if he had become disabled on December 31, 2018. If he had died on December 31, 2018, Mr. Stratton’s beneficiaries would have been entitled to receive $4,412,000 under the life insurance policy owned by him. He would have been entitled to receive the same financial planning benefit that he received upon his retirement quantified in the table above if his employment had been terminated without cause following a change in control, or terminated without cause under any other circumstance, or if he died or became disabled on December 31, 2018. In addition, if Mr. Stratton had been terminated without cause following a change in control, had been terminated without cause under any other circumstance, or had he died or become disabled on December 31, 2018, Mr. Stratton would have been entitled to the same treatment of his equity awards that he received upon his retirement with the same estimated value quantified in the table above and based on the same assumptions and subject to the same terms and conditions described in footnote 2 to that table.

Verizon 2019 Proxy Statement    6751


Compensation TablesVerizon 2022 Proxy Statement

CEO pay ratio disclosure

Separation of Mr. Armstrong

In connection with Mr. Armstrong’s separation from service on December 31, 2018, he became entitled to separation benefits under the terms and conditions of the Senior Manager Severance Plan. The following table sets forth the estimated payments and benefits Mr. Armstrong became entitled to receive upon his separation.

Cash Separation Payment ($)

 

  

Continued

Health Benefits($)

 

  

Equity2 ($)

 

  

Financial
Planning3 ($)

 

  

Executive Life
Insurance Benefit($)

 

  

Outplacement
Services ($)

 

 

6,300,000

 

  

45,689

 

  

23,561,987

 

  

0

 

  

0

 

  

14,500

 

 

1
Proxy
summary
Governance

Represents Verizon’s estimated cost of providing medical, dental and vision coverage for two years.Executive
compensation

2

Represents the estimated value of the outstanding RSU and PSU awards granted in 2017 and 2018 and the estimated value of second tranche of the 2015 founders award of ASUs granted to Mr. Armstrong under the AOL Long-Term Incentive Plan. The value of the RSU and PSU awards were calculated using the total number of units (including accrued dividends) on the last business day of 2018 and $56.22, Verizon’s closing stock price on that date and, in the case of the PSUs, assuming the awards would vest at target performance levels. The estimated value of the ASU award was calculated using the total number of units and $10.09, the value of an ASU on December 31, 2018 as determined in accordance with terms of the AOL Long-Term Incentive Plan. These awards will be paid on the regularly scheduled payment date following the applicable vesting dates based on the stock price on the applicable vesting date (and in the case of the PSUs, only if and to the extent that the applicable performance criteria have been satisfied), and in the case of ASUs, on the value of an ASU on June 22, 2019 as determined in accordance with the terms of the AOL Long-Term Incentive Plan.

3Audit
matters

Mr. Armstrong did not participate in the financial planning program or the executive life insurance program.

Stock
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Additional
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Mr. Armstrong 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 his 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.

SEC rules require that we disclose the hypothetical payments and benefits that Mr. Armstrong would have been entitled to receive if certain events had occurred on December 31, 2018 and Mr. Armstrong had not separated from service on that date, notwithstanding the fact that the events did not occur and Mr. Armstrong separated from service on that date. If on December 31, 2018 there had been a change in control of Verizon without a termination of Mr. Armstrong’s employment, Mr. Armstrong would not have been entitled to any payments or benefits. Mr. Armstrong was not retirement eligible on December 31, 2018, and therefore, he would not have been entitled to any retirement payments or benefits. If Mr. Armstrong had become disabled on December 31, 2018 and not separated from service, he would have been entitled to receive a $2,137,937 disability benefit. This assumes that Mr. Armstrong would have been immediately eligible for long-term disability benefits from Verizon’s qualified disability benefit plan and is based on a discount rate of 3.53% and mortality and recovery based on the 2012 Group Long-Term Disability Valuation Table, which represents the probability of death or recovery between the date of disability and the payment end date. The qualified portion of the disability benefit is estimated at $761,583, the non-qualified portion of the benefit is estimated at $1,376,354, and in order to receive the nonqualified portion of the disability benefit, Mr. Armstrong would have been required to pay the premium associated with the qualified portion of the benefit. If he had died on December 31, 2018, Mr. Armstrong’s beneficiaries would have been entitled to receive $3,000,000 under the company’s group term life insurance program he participated in during 2018. In addition, if Mr. Armstrong had been terminated without cause following a change in control, or had he died or become disabled on December 31, 2018, Mr. Armstrong would have been entitled to the same treatment of his equity awards that he received upon his separation from service with the same estimated value quantified in the table above and based on the same assumptions and subject to the same terms and conditions described in footnote 2 to that table.

CEO pay ratio disclosure

Pursuant to SEC rules, we are required to disclose in this proxy statement the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees (excluding the CEO). We determined that the annualized total compensation of Mr. Vestberg who was appointed CEO of Verizon on August 1, 2018 was $23,821,477,$20,361,824, the median of the 20182021 annual total compensation of all of our employees (excluding Mr. Vestberg) was $120,645,$122,492, and the ratio of these amounts was 198166 to 1. For purposes of calculating the ratio, the value of employer provided benefits undernon-discriminatory health plans was included in the compensation of each of Mr. Vestberg and the median employee.

68Verizon 2019 Proxy Statement


Compensation Tables

CEO pay ratio disclosure

As described on page 46, in connection with Mr. Vestberg’s appointment as CEO, the Committee recommended, and the independent members of the Board approved, increases to his base salary and target short-term incentive opportunity effective upon his appointment, an increase to his long-term incentive target award opportunity commencing in 2019 and a specialone-time performance-based equity award in the form of PSUs with a grant date fair value of approximately $10 million that may become payable after the completion of a five-year performance period. We note that a substantial portion of Mr. Vestberg’s total compensation for 2018 related to non-recurring compensation items, including the special award of PSUs, a one-time signing bonus he received upon his relocation to the United States in January 2018 and related relocation benefits. If we were to exclude these items and assume that he had been CEO for all of 2018 and received a base salary of $1,500,000, a target Short-Term Plan award of $3,750,000 and a target Long-Term Plan award of $12,000,000 (which reflect the increases approved by the Board upon his appointment as CEO), as well as the value of healthcare and other recurring benefits, the ratio would have been 145 to 1.

The median employee that was used for purposes of calculating the ratio of the annualized total compensation of our CEO to the median of the annual total compensation of all employees is the same employee that was identified for purposes of the pay ratio disclosed in our 2018 Proxy Statement, who is an employee located in the Mid-Atlantic region of the United States. There has been no change in our employee population or employee compensation arrangements since that median employee was identified that we believe would significantly impact our pay ratio disclosure. To identify the “median employee” for purposes of the 2018 pay ratiothis 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.

 

Verizon 2019 Proxy Statement    6952


Verizon 2022 Proxy Statement

Proxy
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GovernanceExecutive
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Audit matters

Item 3: Advisory Vote to Approve Executive Compensation

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 favorRatification of the followingnon-binding resolution:

“Resolved, that the shareholders approve, on an advisory basis, the compensationappointment of the named executive officers, as disclosed in Verizon’s proxy statement for the 2019 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.”independent registered public accounting firm

The structureAudit Committee considered the performance and qualifications of our executive compensation programErnst & Young LLP, and has reappointed the independent registered public accounting firm to audit the financial statements of Verizon for 2018 is substantiallyfiscal year 2022 and to audit the sameeffectiveness of internal control over financial reporting. Ernst & Young has been retained as it was last year. Our Board recommends a vote FOR this resolution becauseVerizon’s independent registered public accounting firm since 2000.

Verizon paid the Board believes our program effectively:

Encourages strong short-termfollowing fees to Ernst & Young for services rendered during fiscal years 2021 and long-term performance;

Aligns the executives’ long-term interests with those of our shareholders; and

Retains high-performing executives.

In the Compensation Discussion and Analysis and Compensation Tables beginning on page 29, 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.

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 and are an important part of the process for evaluating our executive compensation program.2020.

 

    Audit feesAudit-
related fees
Tax feesAll other fees

LOGO      2021

  $37.1 million$13.5 million$4.8 million

2020

$37.7 million$7.8 million$5.2 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 provided 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 connection with acquisitions, dispositions or other financial transactions, including the disposition of Verizon Media Group in 2021. Tax fees are attributable to services that 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 2022 fiscal year, the Committee reviewed the firm’s qualifications and competencies, including the following factors:

Ernst & Young’s historical performance and its recent performance during its engagement for the 2021 fiscal year;

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 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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The 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 provide 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 status 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 2021 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 2022 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 join the 2022 Annual Meeting of Shareholders. They will have an opportunity to make a statement and will be available to respond to appropriate questions.

LOGO   

The Board of Directors recommends that you voteFOR ratification. this proposal.

 

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Audit Committee Report

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, 2021, and the effectiveness of Verizon’s internal control over financial reporting as of December 31, 2021.

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 Public Company Accounting Oversight Board 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, 2021.

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 53. Based on that review, the Committee reappointed the independent registered public accounting firm for fiscal year 2022.

Respectfully submitted,

The Audit Committee

Gregory Weaver, Chair

Shellye Archambeau

Roxanne Austin

Laxman Narasimhan

Clarence Otis, Jr.

March 2, 2022

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Stock Ownershipownership

Section 16(a) Beneficial Ownership Reporting Compliance

SEC rules require us to disclose any late filings of stock transaction reports by our executive officers 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 2018.

Security Ownershipownership of Certain Beneficial Ownerscertain beneficial owners and Managementmanagement

Principal Shareholdersshareholders

On March 4, 2019,14, 2022, there were approximately 4.134.20 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

 

   

Amount and nature of

beneficial ownership

   Percent of class 

The Vanguard Group1

        

100 Vanguard Blvd.

        

Malvern, Pennsylvania 19355

   

 

315,133,330

 

 

 

   

 

7.6%

 

 

 

   321,650,268    7.7% 

BlackRock, Inc.2

        

55 East 52nd Street

        

New York, New York 10055

   

 

299,574,099

 

 

 

   

 

7.3%

 

 

 

   290,740,893    6.9% 

 

1

This information is based on a Schedule 13G filed with the SEC on February 11, 20199, 2022 by The Vanguard Group, setting forth information as of December 31, 2018.2021. The Schedule 13G states that The Vanguard Group has sole voting power with respect to 4,803,1470 shares, shared voting power with respect to 977,1056,589,406 shares, sole dispositive power with respect to 309,457,753304,591,267 shares, and shared dispositive power with respect to 5,675,57717,059,001 shares.

2

This information is based on a Schedule 13G filed with the SEC on February 6, 20193, 2022 by BlackRock, Inc., setting forth information as of December 31, 2018.2021. The Schedule 13G states that BlackRock, Inc. has sole voting power with respect to 261,072,935249,188,937 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 299,574,099290,740,893 shares, and shared dispositive power with respect to 0 shares.

 

Director and executive officer stock
ownership requirements

Verizon 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 three 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.

7x

base salary

for the CEO

4x

base salary

for other named executive officers

3x

cash component of annual retainer

for Directors

Verizon 2019 Proxy Statement    71

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Security Ownership of Certain Beneficial Owners and ManagementVerizon 2022 Proxy Statement

 

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Directors and Executive Officersexecutive 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, 2019. This informationFebruary 15, 2022. The “Stock” column 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. 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

Named executive officers

  Stock1   Total stock-based
holdings2
 

Hans Vestberg*

   252,462    922,470 

Matthew Ellis

   136,132    346,686 

Ronan Dunne

   152,527    393,567 

Tami Erwin

   113,749    314,713 

Kyle Malady

   74,646    249,527 

K. Guru Gowrappan**

   29,005    88,475 

Directors

          

Shellye Archambeau

   0    36,158 

Roxanne Austin

   0    7,312 

Mark Bertolini

   225    30,865 

Vittorio Colao***

   0    0 

Melanie Healey

   0    47,398 

Laxman Narasimhan

   248    4,965 

Clarence Otis, Jr.

   3,000    99,669 

Daniel Schulman

   0    14,932 

Rodney Slater

   0    60,625 

Carol Tomé

   48    1,136 

Gregory Weaver

   0    28,111 

All of the above and other executive officers

as a group3

   765,138    2,999,363 

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 Directors alsoexecutive officers have interests in other stock-based units under Verizon deferred compensation plans and stock-based long-term incentive awards. We have includedinclude these interests in the “Total stock-based holdings” column inbecause they create the table below to show the total economicsame exposure that thefor Directors and executive officers and Directors have to Verizon, common stock.the same alignment with shareholders’ interests, and the same incentives to drive the Company’s success.

 

Name

 

  

Stock1

 

   

Total stock-based holdings2

 

 

 

Named Executive Officers

 

          

 

Hans Vestberg*

 

   25,113    498,841 

 

Matthew Ellis

 

   65,205    218,964 

 

K. Guru Gowrappan

   0    179,084 

 

Marc Reed

 

   174,581    352,548 

 

Ronan Dunne

 

   25,352    244,053 

 

Lowell McAdam*

 

   773,549    1,301,182 

 

John Stratton**

 

   176,215    508,642 

 

Timothy Armstrong**

   50,483    161,210 

 

Directors

 

          

 

Shellye Archambeau

 

   0    22,520 

 

Mark Bertolini

 

   0    17,737 

 

Richard Carrión

 

   5,357    133,347 

 

Melanie Healey

 

   0    32,264 

 

M. Frances Keeth

 

   0    66,689 

 

Karl-Ludwig Kley***

 

   0    0 

 

Clarence Otis, Jr.

 

   3,000    77,978 

 

Daniel Schulman

 

   0    4,118 

 

Rodney Slater

 

   0    43,731 

 

Kathryn Tesija

 

   0    26,784 

 

Gregory Wasson***

 

   0    0 

 

Gregory Weaver

 

   0    15,543 

 

All of the above and other executive officers as a group3

 

   1,272,659    4,050,227 

 

*

Mr. Vestberg and Mr. McAdam also serveserves as Directors.a Director.

**

Mr. Stratton retiredGowrappan separated from Verizon and continued employment with the CompanyMedia Group upon the sale of the Media Group business to affiliates of Apollo on December 31, 2018. Mr. Armstrong left the Company on December 31, 2018.September 1, 2021.

***

Dr. KleyMr. Colao served on the Board until May 3, 2018 and Mr. Wasson served on the Board until October 1, 2018.February 13, 2021.

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: 18,622102,698 shares for Mr. Vestberg; 35,60847,695 shares for Mr. Ellis; 60,568 shares for Mr. Reed; 20,92453,494 shares for Mr. Dunne; 173,65444,809 shares for Ms. Erwin; 34,107 shares for Mr. McAdam; 60,023Malady; and 29,005 shares for Mr. Stratton; and 43,838 shares for Mr. Armstrong. For Mr. Carrión, the “Stock” column also includes 4,007 shares that may be acquired within 60 days pursuant to the conversion of certain stock units under a deferred compensation plan.Gowrappan. Prior to conversion, the shares underlying the RSUs and deferred compensation units may not be voted or transferred. The amounts in this column for Mr. Bertolini and Ms. Tomé include shares held by foundations. No shares are pledged as security.

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.

3    Does

Does not include shares held by Mr. Armstrong,Dunne, who ceased to be an executive officer as of October 1, 2018;December 31, 2021; Mr. Stratton,Gowrappan, who ceased to be an executive officer as of June 7, 2018; Dr. Kley,September 1, 2021; or Mr. Colao, who served on the Board until May 3, 2018; or Mr. Wasson, who served on the Board until October 1, 2018.February 13, 2021.

 

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Items 4 – 87

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.

Item 4: Nonqualified Savings Plan EarningsReport on charitable contributions

National Legal and Policy Center, owner of 77 shares of Verizon’s common stock, proposes the following:

Request for Charitable Donation Disclosure

RESOLVED:

The Associationshareholders request that Verizon Communications Inc. provide a report, published on the company’s website and updated semi-annually – and omitting proprietary information and at reasonable cost – that discloses, itemizes and quantifies all Company charitable donations, aggregated by recipient name & address each year for contributions that exceed $999 annually.

This report shall include:

1.

Monetary and non-monetary contributions made to non-profit organizations operating under Section 501(c)(3) and 501(c)(4) of the Internal Revenue Code, and any other public or private charitable organization;

2.

Policies and procedures for charitable contributions (both direct and indirect) made with corporate assets;

3.

Rationale for each of the charitable contributions.

SUPPORTING STATEMENT:

Verizon Communications Inc.’s assets belong to its shareholders. The expenditure or distribution of BellTel Retirees Inc.corporate assets, including charitable contributions, should be consistent with shareholder interests. Accordingly, the Company’s policies and procedures for charitable contributions should be disclosed to shareholders.

Company executives exercise wide discretion over the use of corporate assets for charitable purposes. Absent a system of transparency and accountability for charitable contributions, Company executives may use Company assets for objectives that are not shared by and may be inimical to the interests of the Company and its shareholders.

Current disclosure is insufficient to allow the Company’s Board, its shareholders, and its current and prospective customers to fully evaluate the charitable use of corporate assets.

There is currently no single source providing shareholders the information sought by this resolution.

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 LOGO   

The Board of Directors recommends that you vote AGAINST this proposal for the following reasons:

The Board believes that Verizon’s charitable activities have made a difference in thousands of communities where Verizon’s customers and employees live and work. Through our charitable activities and the charitable activities of the Verizon Foundation, we have supported communities and enhanced our shared future in numerous ways, such as by helping communities recover from natural disasters, assisting employees who have experienced hardship and encouraging employees’ passion to serve others.

Through our governance processes, we ensure that our giving aligns with our values and purpose. Our charitable contributions are governed by internal policies and review processes, which establish eligibility criteria and are designed to ensure that Company resources are allocated in an effective and impartial manner. Our policies also require executive approval for significant charitable contributions. As an additional safeguard, our Code of Conduct is clear that employees should never use their position at the Company to advance their personal interests or those of a friend or relative at the expense of the Company’s interests.

There are a number of ways that Verizon and the Verizon Foundation give back to the community, including donating to charitable causes and partnering with our employees to give back to their communities. Our efforts include supporting natural disaster relief efforts, social and racial justice initiatives, our VtoV employee relief fund, our employee matching gift program and our volunteer incentive program. For example, in 2021 we contributed to natural disaster relief efforts across the country, including winter storm relief efforts in Texas, Hurricane Ida relief efforts in Louisiana and tornado relief efforts in the Midwest.

We aim to be transparent about charitable donations and publish information on our giving approach, the rules applicable to charitable contributions and information about individual contributions that we have made. We have a dedicated webpage on our corporate giving programs https://www.verizon.com/about/responsibility/giving-and-grants and publish detailed grant guidelines that cover eligible types of organizations, exemptions and guidelines for applications https://www.verizon.com/about/responsibility/grant-requirements. The Verizon Foundation also publishes rules for its Employee Matching Gifts Program, which cover employee eligibility, eligible types of organizations and rules for contributions https://www.verizon.com/about/sites/default/files/Verizon-Matching-Incentive-Program-Rules.pdf, and it publishes rules for its Volunteer Incentive Program https://www.verizon.com/about/sites/default/files/Volunteer-Incentive-Program-Rules.pdf. Additionally, we issue frequent press releases with updates on our giving activities and we regularly publish information on our giving activities in our annual ESG Report and in public filings such as the Verizon Foundation’s IRS Form 990.

The Board appreciates the importance of governance and transparency of charitable giving. We have appropriate governance processes in place, which confirm that our giving is aligned with our values and purpose. We also publish information on our giving programs, policies, and individual charitable contributions. For these reasons, the Board of Directors believes that preparing the additional semi-annual report requested by the proponent would not provide value to shareholders.

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Item 5: Amend clawback policy

Thomas M. Steed, owner of 214280 shares of Verizon’s common stock, proposes the following:

Above-Market Returns on NonqualifiedAmend Senior Executive Savings PlansCompensation Clawback Policy

RESOLVED: TheVerizon shareholders of Verizon Communications, Inc. urge our Board of Directors to adoptamend 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 policy 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 policyexecutive. These amendments should operate prospectively and be implemented prospectively and apply onlyso as not to senior executive officers in a manner that does not interfere withviolate any contractual rights.contract, compensation plan, law or regulation.

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 dollarnon-tax-qualified savings and deferred income account balances of senior executives.

The Verizon Executive Deferral Plan allows executives to contribute or defer compensation significantly above applicable IRS limits on contributions to 401(k) and othertax-qualified savings plans, IRS limits, including without limit the long-term incentive compensation that represents the bulk of their annual income.

Proxy advisor Institutional Shareholder Services supported this proposal in its 2018 proxy analysis report, stating that “while it is common to maintain additional supplemental retirement accounts for executives, providing above-market earnings on investment options is not common market practice.”

The ISS report also noted that the “practice of paying above-market earnings increases the expense to shareholders and is not considered a best practice.”

For example, in 2017then-CEO Lowell McAdam received $73,949 in “above-market earnings” on his nonqualified plan assets (2018 Proxy, Summary Compensation Table, page 46, column h), which exceeded $13 million at year end (2018 Proxy, page 52).

For CEO McAdam, these above-market earnings came on top of $325,150 in Company matching contributions to his Deferral Plan account and $18,850 to his Management Savings Plan account (2018 Proxy, page 47).

The $418,000 in total Company matching contributions and “above-market earnings” received by McAdamfor just one year dwarfed the maximum Company contribution available to managers or other employees participating only in thetax-qualified Savings Plan. Verizon provides a matching contribution equal to 100% of the first 6% of base salary and short-term incentive compensation that a participant contributes (Proxy, page 42).

Verizon 2019 Proxy Statement    73


Items 4 – 8 Shareholder Proposals

Item 4: Nonqualified Savings Plan Earnings

Together, the combined cost of these company contributions and above-market earnings can be substantial. Over the10-year period (2008 to 2017) Verizon reported paying McAdam a total of $5,470,490 in nonqualified plan contributions and above-market earnings (page 52, table note 4).

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.

LOGO      

The Board of Directors recommends that you voteAGAINST this proposal for the following reasons:

The Board of Directors opposes this proposal because it 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 inaccurate. 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. Because the Moody’s investment option offers a cash-based, interest only return, under an SEC rule, earnings on balances invested in that option may be reportable as “above-market” in the proxy statement year in any given year. In 2018, earnings from the Moody’s investment option did not constitute “above-market” earnings under this rule.

In 2018 the annual rate of return for the Moody’s investment option was approximately 4.19%. The Board believes that it is unfair and unreasonable to characterize this rate of return – which is basically reflective of the current market rate for loans to large companies such as Verizon – as a “costly and unjustifiable feature” of Verizon’snon-qualified savings plan. Moreover, because the return on the Moody’s investment option is lower than that offered by other investment options, it does not increase the expense of Verizon’s retirement programs.

74Verizon 2019 Proxy Statement


Items 4 – 8 Shareholder Proposals

Item 5: Independent Chair

Item 5: Independent Chair

TheAFL-CIO Reserve Fund, owner of 2,656 shares of Verizon’s common stock, proposes the following:

RESOLVED: Shareholders of Verizon Communications Inc. (the “Company”) urge the Board of Directors (the “Board”) to take the steps necessary to adopt a policy to require that the Chairman of the Board shall be an independent director who has not previously served as an executive officer of the Company.

This policy should be implemented so as not to violate any contractual obligations, with amendments to the Company’s governing documents as needed. The policy should also specify the process for selecting 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 Chairman of the Board, Mr. Lowell McAdam, previously served as CEO of the Company between 2011 and 2018. With the appointment of Mr. Hans Vestberg as CEO, the Company announced that Mr. McAdam will continue asNon-Executive Chairman.

The Board, led by its Chairman, is responsible for protecting shareholders’ long-term interests by providing oversight of management in directing the corporation’s affairs. In our view, this Board oversight function can be diminished when the Chairman is not an independent director.

In our view, the Chairman should be an independent director who has not previously served as an executive of the Company. We believe that an independent Chairman will strengthen the independent leadership of the Board and enhance management accountability to shareholders.

We believe that the appointment of an independent Chairman is preferable to the separation of the positions of Chairman and CEO between the former and current CEO. Having a truly independent Chairman can best ensure the objective functioning of an effective Board.

For these reasons, we urge you to vote FOR this resolution.

Verizon 2019 Proxy Statement    75


Items 4 – 8 Shareholder Proposals

Item 5: Independent Chair

LOGO      

The Board of Directors recommends that you voteAGAINST this proposal for the following reasons:

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.

Moreover, the Board continues to believe that because its present leadership structure includes a strong independent Lead Director role, this addresses any concerns about the Board’s ability to provide objective feedback and guidance. The Lead Director, who is elected by the independent Directors, shares governance responsibilities with the Chairman, including approving Board agendas, materials and schedules, and has the authority to call Board meetings and executive sessions. The Lead Director also acts as a liaison with the Chairman, and facilitates forthright communication and effective independent oversight of management’s performance and accountability to shareholders. The Lead Director chairs the executive sessions of the Board, including the session where the performance and compensation of the Chief Executive Officer are evaluated, as well as the Board’s annual self-evaluation session.

The Board also has adopted policies to ensure that the independent Directors of the Board are fully involved in the operations of the Board and its decision making. All Directors have the opportunity to review Board agendas and request changes in advance of meetings, and all have unrestricted access to management. The independent Directors typically meet in executive session at each Board meeting. Given the robust corporate governance practices Verizon has put in place to ensure full involvement of all Directors and facilitate communication and independent oversight, the Board believes that shareholders are best served by allowing it to retain the flexibility to determine which Director is most qualified to lead the Board at any given time.

The Board understands that leadership structures evolve and that having an independent Chairman could, at some future point, be in the shareholders’ best interest. However, the Board believes that eliminating its flexibility to do what is in the best interests of shareholders by instituting a general policy that would require an independent Chairman is unnecessarily rigid and unwise.

76Verizon 2019 Proxy Statement


Items 4 – 8 Shareholder Proposals

Item 6: Report on Online Child Exploitation

Item 6: Report on Online Child Exploitation

The Catholic United Investment Trust, owner of 479,137 shares of Verizon’s common stock, and fourco-sponsors propose the following:

Child Sexual Exploitation Online

WHEREAS:

Verizon Communications (Verizon) is a leading Internet Service Provider (ISP), a retailer of mobile communication devices, and a growing provider of digital content online;

Child sexual exploitation online (“child pornography”) is a growing risk to children that is being exacerbated by online services and mobile technologies;

The US Department of Justice’s 2016National Strategy for Child Exploitation Prevention and Interdiction notes that “mobile devices have fundamentally changed the way offenders can abuse children,” and “apps on these devices can be used to target, recruit or groom, and coerce children” or “stream video of child sexual abuse” in real-time;

The Internet Watch Foundation noted that 55% of child sex imagery reported to it in 2017 was of children 10 or younger, and that domain names showing children being sexually abused increased by 57% from 2016 to 2017;

“Internet Safety” was the fourth-ranked issue and “Sexting” the sixth-ranked in the list of major health concerns for US children, according to the 2015 National Poll on Children’s Health[https://www.mottchildren.org/news/archive/201508/sexting];

The National Center for Missing and Exploited Children noted that reports of suspected child sex trafficking jumped 846% between 2010-2015;

INTERPOL reported about 4,000 unique child sex images worldwide in 1995, involving a few hundred children, but the UN Office of Drugs and Crime now estimates at least 50,000 new such images posted each year online[https://www.icmec.org/commonwealth-internet-governance-forum-a-joint-report-on-online-child-protection-combatting-child-sexual-abuse-material-on-the-internet/];

In 2018, the US Congress enacted, and the President signed into law, legislation to better hold websites and ISPs legally accountable for facilitating sex trafficking on their platforms [https://www.congress.gov/115/bills/hr1865/BILLS-115hr1865enr.pdf];

Information and Communications Technology (ICT) companies have many best practices—beyond parental controls—to combat Child Sex Abuse Material (CSAM), including: creating digital tools to remove CSAM online and offering such tools to peers; supporting public policy that better protects children online; corporate detection software that triggers alerts when CSAM has been searched for or downloaded; or child-protective practices over public WiFi, among others;

By comparison, Verizon’s efforts appear minimal: its Terms of Use prohibit CSAM and its User Agreements instruct how to report such material; it also improved some practices to block CSAM on its servers in response to a 2008 NY Attorney General settlement[https://ag.ny.gov/press-release/new-york-state-attomey-general-announces-unprecedented-deal-nations-largest-internet];

But Verizon discloses little information publicly on how it systematically manages child sexual exploitation online and through mobile devices;

We believe that ICT companies lacking adequate policies, practices, and disclosures to address child sexual exploitation could suffer substantial negative impacts regarding reputation, heightened regulation, adverse publicity, or legal risk;

RESOLVED: Shareholders request that the Board of Directors issue a report on the potential sexual exploitation of children through the company’s products and services, including a risk evaluation, at reasonable expense and excluding proprietary or confidential information, by March 2020, assessing whether the company’s oversight, policies and practices are sufficient to prevent material impacts to the company’s brand reputation, product demand or social license.

Verizon 2019 Proxy Statement    77


Items 4 – 8 Shareholder Proposals

Item 6: Report on Online Child Exploitation

LOGO      

The Board of Directors recommends that you voteAGAINST this proposal for the following reasons:

Verizon recognizes that we have an important role to play in combatting the use of the internet to exploit children. We are a leading provider of internet access services and also offer digital platforms for user-generated content through Verizon Media Group (formerly known as Oath). We realize that the same tools that empower our customers to communicate with family and friends can also be misused by predators to disseminate child sexual abuse material and groom children for abuse. As we disclose on the policies page of our corporate website (https://www.verizon.com/about/our-company/company-policies), we devote extensive resources and employ a number of best practices in the fight against these predators, including:

•   We work closely with the National Center for Missing and Exploited Children (NCMEC) and the Internet Watch Foundation to stop predators from distributing child sexual abuse material and trafficking children for sex online;

•   We employ cutting-edge technology that scans images and videos uploaded to our servers against an industry database of known child sexual abuse material and report the material we find to NCMEC, helping local law enforcement effectively execute their investigations;

•   We employ a dedicated team that reviews and takes action upon user reports of child sexual abuse material and proactively searches for material missed by automated scanning;

•   We actively search our servers for child sexual abuse material hosted on websites identified to us so that we and our enterprise customers can take steps to remove the content;

•   We offer parental control products across our wireless, internet and TV businesses that enable customers to limit the types of websites and content accessible to their children and support groups that educate about online safety; and

•   We collaborate with law enforcement,non-governmental organizations and industry groups, such as the Technology Coalition, to develop tools and protocols to help address the problem of online predators.

Verizon continually assesses further steps we can take to advance this critical effort. Accordingly, the Board believes that the requested report would not provide additional value to the Company’s shareholders.

78Verizon 2019 Proxy Statement


Items 4 – 8 Shareholder Proposals

Item 7: Cybersecurity and Data Privacy

Item 7: Cybersecurity and Data Privacy

The Trillium P21 Global Equity Fund, owner of 60,000 shares of Verizon’s common stock, and twoco-sponsors propose the following:

Cyber Security and Data Privacy

Whereas;

In September 2017, theCo-Director of the SEC’s Enforcement Division announced the creation of a “Cyber Unit” stating, “Cyber-related threats and misconduct are among the greatest risks facing investors and the securities industry.”

In February 2018, in issuing guidance for preparing disclosures about cybersecurity risks and incidents, Chairman Clayton emphasized “cybersecurity is critical to the operations of companies and our markets.”

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 decided by the Board.”

Consistent with that recommendation, Consolidated Edison’s long-term incentive plan includes cyber security.

Verizon has made several policy commitments regarding data privacy and data security. However, there is significant evidence that Verizon has not been successful at implementing those commitments, faces significant challenges to doing so, and/or engages in risky behavior.

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 customers of Verizon Enterprise.”

In July 2017, the Washington Post reported that a “communication breakdown 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.

In 2018, following revelations from Senator Ron Wyden that about 75 companies had access to Verizon customers’ locations, the company announced it would wind down the relationships where it allowed that access.

While the tech industry refuses to scan emails for information to sell to advertisers, Verizon unit Oath continues to do so and pitches these services to advertisers.

As these risks are significant, we believe it is advisable for the board to explore integrating cyber security and data privacy performance measures into the Verizon executive compensation program.

Resolved: Verizon shareholders request the Human Resources Committee of the Board of Directors 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 performance measures into the Verizon executive compensation program which it describes in its annual proxy materials.

Supporting Statement: According to pages 34 and 35 of Verizon’s 2018 proxy materials, the Verizon Short-Term Incentive Plan included adjusted EPS, free cash flow, total revenue, and diversity and sustainability. Cyber security and data privacy are vitally important issues for Verizon and should be included too, as we believe it would incentivize leadership to reduce risk, enhance financial performance, and increase accountability.

Verizon 2019 Proxy Statement    79


Items 4 – 8 Shareholder Proposals

Item 7: Cybersecurity and Data Privacy

LOGO      

The Board of Directors recommends that you voteAGAINST this proposal for the following reasons:

The Board believes that Verizon’s approach to managing cybersecurity and data privacy risk — having robust cybersecurity and privacy programs in place — is the most effective way to prevent security incidents.

•   Verizon has a dedicated Chief Information Security Officer 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, vulnerability management, antivirus and malware protection, file integrity monitoring, encryption and access control. Verizon maintains up-to-date security and incident response plans to handle cybersecurity incidents, including those involving unauthorized access to private information.

•   Verizon has a dedicated Chief Privacy Officer whose team advises the business on privacy risks and assesses the effectiveness of privacy controls. 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.

•   All Verizon employees undergo annual training on Verizon’s policies and procedures relating to privacy and information security and are subject to a strict code of conduct that requires them to protect the privacy and security of customer information consistent with the Company’s policies.

The Board expects Verizon’s executives to take all necessary steps to protect Verizon’s systems and networks from unauthorized access or damage and maintain strong and meaningful privacy and security protections for our customers’ information. However, the Board does not think that adding cybersecurity and data privacy targets into Verizon’s executive compensation program would have the presumed effect of preventing a network or data security breach because there is not necessarily a correlation between an executive’s actions and the prevention of cyber or data security incidents. For example, a company’s networks and information systems may be infiltrated by a malicious state actor even though an executive has taken all reasonable precautions and allocated substantial resources to protective technologies, security and privacy protocols and employee training.

Moreover, the Board does not view cybersecurity and data privacy performance measures as analogous to the adjusted EPS, free cash flow, total revenue, and diversity and carbon abatement performance metrics that Verizon uses in its short-term incentive awards. While there are mathematical and/or scientifically accepted methodologies for quantifying such metrics and assessing a company’s performance in those areas from period to period, at this time there is no general accepted methodology for measuring “success” in the area of cybersecurity and data privacy.

For these reasons, the Board does not believe that incorporating the proposed measures into Verizon’s executive compensation program would have the intended effect of improving the Company’s cybersecurity and data privacy risk management programs and policies.

80Verizon 2019 Proxy Statement


Items 4 – 8 Shareholder Proposals

Item 8: Severance Approval Policy

Item 8: Severance Approval Policy

Jack K. and Ilene Cohen, owners of 877 shares of Verizon’s common stock, propose the following:

Shareholder Ratification of Executive Severance Packages

RESOLVED: Verizon shareholders urge the Board to seek shareholder approval of any senior executive officer’s new or renewed compensation package that provides for severance or termination payments with an estimated total value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.

“Severance or termination payments” include any cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Such payments include those provided under employment agreements, severance plans, andchange-in control clauses in long-term equity plans. Such payments do not include life insurance, pension benefits, or other deferred compensation earned and vested prior to termination.

“Total value” of these payments includes:lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.

The Board shall retain the option to seek shareholder approval after material terms are agreed upon.

SUPPORTING STATEMENT

Verizon’s current policy allows the company to cancel or “clawback” 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 policy limited to “willful misconduct,” and that does not require disclosure to shareholders, is too narrow in our view. And although the Human Resources Committee can claw back incentive compensation due to “gross negligence,” the current policy is limited to financial harm so enormous that it results in a material restatement of financial results.

We are concerned that a “willful misconduct” standard is also too vague and will not address situations where an executive fails to exercise oversight responsibilities that result in significant financial or reputational damage to Verizon. It should.

Wells Fargo is a prime example. After Congressional hearings in 2016, Wells Fargo agreed to pay $185 million to resolve claims of fraudulent sales practices. Wells Fargo’s board then moved to claw back $136 million in compensation from two top executives based on a policy of the sort we propose here. Wells Fargo concluded the CEO had turned a blind eye to the widespread practice of opening fraudulent accounts without customer consent.

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.

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. The case is pending. 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 any incentive compensation should be recouped? If not, why not?

A New York Times Sunday business section column agreed that “Verizon’s policy should also cover wrongdoing that arose because of negligence or a supervisory failure.” (Want Change? Shareholders Have a Tool for That, by Gretchen Morgenson, March 24, 2017).

Incentives influence behavior. At Verizon, where most senior executive compensation is tied to financial performance, we believe incentives not to take undue risks to boost short-term profitability are appropriate.

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 LOGO   

The Board of Directors recommends that you vote AGAINST this proposal for the following reasons:

Verizon already has two strong clawback policies that the Board believes protect the interests of Verizon and its shareholders in two different circumstances:

•   Reputational or financial harm. Verizon’s clawback policy for senior executives gives Verizon the right to cancel and/or demand reimbursement of cash and equity incentive compensation if the Human Resources Committee of the Board determines that the 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.

•   Financial restatement. An additional clawback policy that applies to executives’ equity grants under Verizon’s Long-Term Plan requires the cancellation and/or repayment of the 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.

The Board believes the proposal is defective because it would allow for a clawback of compensation without taking into account an executive’s personal culpability. The Board designed Verizon’s clawback policies to target and discourage wrongdoing by executives, which the Board believes is the purpose of clawback policies.

The Board of Directors believes that a clawback policy that does not take into account personal culpability 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, the proposal could discourage senior executives from exercising the business judgment necessary to deliver shareholder value. The Board also believes that mandating disclosure of its deliberations 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.

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Item 6: Shareholder ratification of annual equity awards

The Association of BellTel Retirees Inc., owner of 214 shares of Verizon’s common stock, proposes the following:

Shareholder Ratification of Executive Severance Packages

RESOLVED: Verizon shareholders urge the Board to seek shareholder approval of any senior executive officer’s new or renewed compensation package that provides for severance or termination payments with an estimated total value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus.

“Severance or termination payments” include any cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans. Payments do not include life insurance, pension benefits, or other deferred compensation earned and vested prior to termination.

“Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.

The Board shall retain the option to seek shareholder approval after material terms are agreed upon.

SUPPORTING STATEMENT

While we support generous performance-based pay, we believe that requiring shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target bonus better aligns compensation with shareholder interests.

According to the 2018Verizon’s 2021 Proxy discloses (page 57),55) that ifthen-CEO Lowell McAdam CEO Vestberg is terminated without cause whether or not there iswithin 12 months after a change in control, he could have receivedwould receive an estimated $26.45$39.4 million in termination payments, more than fiveseven (7) times his 20172020 base salary plus short-term bonus. He would likewise receive $26.45 million for termination due to retirement, disability or death. McAdam stepped down as CEO in August and retired atyear-end 2018.bonus.

Similarly, EVP Marni Walden became entitled to receive $15 million—when former CEO McAdam retired, he received an estimated $27 million in separation payments, nearly more than sixfive (5) times her 2017his 2018 base salary plus short-term bonus—underbonus. These payments represented the termsestimated value of the Senior Manager Severance Plan when she separated from service during 2018 (page 57)performance-based equity grants covering periods as long as two years after McAdam’s retirement (2019 Proxy, page 66).

These termination payments are in addition to compensation earned prior to separation, that pay millions more, including executive life insurance, and pension and nonqualified deferred compensation plans.

The majorityA decade ago, following a 59% shareholder vote in favor, Verizon adopted a policy to seek shareholder approval for severance with a “cash value” in excess of termination payments result from2.99 times salary plus target bonus.

But the current policy has a huge loophole: It excludes the value of the accelerated vesting of outstanding Performance Stock Units (PSUs)performance shares and Restricted Stock Units (RSUs).restricted stock, including dividends accrued over the three-year cycle, from the cost calculation that triggers the need for shareholder ratification.

If a senior executive terminates within a year after a “changechange in control,” all outstanding “all then-unvested PSUs immediately “vestwill vest at target level performance” (page 56)performance,” as do all unvested RSUs (2021 Proxy, page 55). Had the executive not terminated, the PSUs would not vest or pay out until the end of the performance period (up to three— as long as 3 years later)later — and could be worthless if performance or tenure conditions are not satisfied.

This practice effectively waives performance conditions that justify Verizon’s annual grants of “performance-based” restricted stock, in our view.

We believe Verizon’s severance policy should be updated to include thetotal cost of termination payments, including the cost of accelerated vesting of RSUs and PSUs that otherwise would not have been earned or vested until after the executive’s termination.equity grants.

PleaseVOTE vote FOR this proposal.policy.

 

Verizon 2019 Proxy Statement    8162


Items 4 – 8 Shareholder Proposals

Item 8: Severance Approval PolicyVerizon 2022 Proxy Statement

 

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 LOGO   

The Board of Directors recommends that you voteAGAINST this proposal for the following reasons:

 

 

 

Verizon already has a longstanding policy to obtain shareholder ratification of any new executive employment agreement or severance agreement that provides for severance benefits with a total cash value exceeding 2.99 times the sum of the executive’s base salary plus target short-term incentive opportunity. The proposal would significantly expand this policy by including the total estimated value of outstanding equity awards in the calculation of severance benefits. The Board believes that the proposal is not in the best interests of shareholders for the following reasons:

Proposal could create misalignment of paythis policy provides reasonable and performance. In order to align executives’appropriate limits on severance payments and shareholders’ interests and encourage the creation of long-term shareholder value, all of Verizon’s senior leaders receive long-term equity awards in the form of restricted stock units and performance stock units as part of their annual compensation package. Currently, the grant date value of the named executive officers’ equity award represents more than half of their total compensation opportunity each year. At the current equity award levels, the estimated total value of each new grant plus any outstanding grants would trigger the shareholder approval requirement of the proposal. Because the annual equity grants could not be finalized until the next shareholder meeting, the proposal would make the current compensation program impractical to administer. To avoid obtaining shareholder approval of the executives’ compensation packages every year, the Board’s Human Resources Committee would have to redesign the executive compensation program to significantly reduce the amount of equity in the variable versus fixed pay compensation mix. For this reason, the Board believes that the proposal would have the effect of reducing the executives’ exposurebe contrary to the Company’s common stock and accordingly result in misalignment with shareholdershareholders’ interests.

 

•   Proposal could putPro-rated vesting of equity awards instituted commencing with 2020 awards. Commencing with the 2020 equity awards granted to Verizon atemployees, including our executives, Verizon implemented pro-rated vesting upon an involuntary termination of employment from the company without cause outside of a competitive disadvantage. The Board also believes thatchange in control for employees who have not attained retirement eligibility. As a result, executives whose employment is involuntarily terminated from Verizon without cause will not receive the proposal could have an adverse effect on Verizon’s ability to recruit andfull acceleration value of the award but rather they will only retain leadership talent because a significant portion of their unvested equity awards based on the executives’ annual compensation would be uncertain and at risk for at least the first four monthsperiod of the year until a shareholder vote could be held.time they provide services to Verizon prior to their separation date.

 

•   Proposal could create increased risk for shareholders.shareholders. The proposal directly conflicts with Verizon’s shareholder-approved, broad-based Long-Term Incentive Plan, which expressly provides for acceleration of outstanding equity awards in the event of an involuntary termination following a change in control of the Company. The Board believes, and our shareholders have agreed, that this provision encourages our executive officers, who might be distracted by a potential loss of employment, to remain with the Company and diligently work to achieve Board- and shareholder- approved goals, including completing a transformative transaction and any related transition process. Indeed, a substantial majority of companies include this type of provision in their equity awards because it promotes stability and focus during a time of potential uncertainty. By effectively requiringBecause of the impracticability of conducting a shareholder vote to ratify each of Verizon’s annual grants of equity awards as required by the proposal, implementation of the proposal could result in the elimination of this important retention tool, the proposal could increaseincreasing risk for shareholders in change in control transactions.

 

•   Proposal discourages the use of performance-based equity awards.awards. Except in the case of termination following a change in control, Verizon does not waive any performance conditions with respect to outstanding performance-based equity awards. Payouts are determined at the end of the applicable award cycle, and there is no guarantee of any payout amount. Despite the fact that the payout of an executive’s performance stock unit award can be zero, the proposal requires that the full target value of that award be used in calculating the value of severance benefits. In other words, it treats a performance-based equity award the same as an award of stock. The Board believes that this discourages the use of performance-based equity awards.

 

•   Proposal could put Verizon at a competitive disadvantage. The Board also believes that Verizon’s existing policy provides reasonable and appropriate limits on severance payments and that the proposal could have an adverse effect on Verizon’s ability to recruit and retain executive talent because a significant portion of the executives’ annual compensation would be contrary to shareholders’ interests.uncertain and at risk for at least the first four months of the year until a shareholder vote could be held.

For these reasons, the Board of Directors believes this proposal is unnecessary and not in the best interests of our shareholders.

 

 

 

82Verizon 2019 Proxy Statement63


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Item 7: Business operations in China

Steven Milloy, owner of 100 shares of Verizon’s common stock, proposes the following:

Communist China Audit

Resolved:

Shareholders request that, beginning in 2022, Verizon report to shareholders on the general nature and extent to which corporate operations involve or depend on Communist China, which is a serial human rights violator and a geopolitical threat and adversary to the US. The report should exclude confidential business information but provide shareholders with a basic sense of Verizon’s reliance on activities conducted within, and under control of the Communist Chinese government.

Supporting Statement:

American companies doing business in Communist China is a controversial public policy issue. See, e.g., “Doing business in China is difficult. A clash over human rights is making it harder,” April 2, 2021, https://www.cnn.com/2021/04/02/business/nike-china-western-business-intl-hnk/index.html.

Verizon does business in, and likely relies on parts, raw materials and/or services from entities in Communist China.

Communist China is a well-known serial violator of human and political rights.

Communist China may also possibly become a hostile adversary of the US for a variety of reasons, including:

— Communist China intends to displace the US as the lone global superpower by 2049.

— The US has committed to defending Taiwan, which Communist China may attempt to seize by force.

US-China relations are tense over a number of issues including Communist China’s military expansion, egregious human rights violations, actions related to the COVID pandemic, intellectual property theft, elimination of political freedom in Hong Kong, and environmental pollution.

Communist China has also publicly indicated that it would use its industrial capabilities for strategic purposes against adversaries. Communist China has already taken action against Australia, for example, for COVID-related criticism.

Given the controversial, if not dangerous nature of doing business in China, shareholders have the right to know the general nature and extent extent [sic] to which Verizon’s business operations are involved with or depend on Communist China.

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The Board of Directors recommends that you vote AGAINST this proposal for the following reasons:

The Board believes that the requested report requiring Verizon to disclose the nature and extent to which its corporate operations involve or depend on “Communist China” would not provide additional value to the Company’s shareholders. Verizon, as a reporting company for purposes of the Securities Exchange Act of 1934, is already subject to comprehensive and ongoing business-related reporting requirements that require it to inform its shareholders about its operations in China to the extent they are material. Additionally, the Board believes that Verizon’s approach to managing operational risk – having a robust enterprise risk management program in place – is the most effective way to mitigate risk.

A foundational principle of the U.S. securities laws is that public companies have an obligation to publicly disclose information that is material to making informed investment decisions. Under Regulation S-K of the Securities Act of 1933, for example, Verizon is required to disclose a broad range of information regarding its operations, including a description of its business, its properties and its material risk factors. To the extent that Verizon were to consider its operations in China to be material or to raise material risks, it would be required to make disclosures about its operations in China and the associated risks in its regulatory filings. The fact that Verizon does not make disclosures in its filings in respect of its operations in China demonstrates that it does not consider its operations in China or any associated risks to be material to shareholders.

Additionally, Verizon has a formalized enterprise risk management program in place that is overseen by the Audit Committee of the Board and that is designed to provide visibility to the Board about critical risks to business operations and risk mitigation strategies. The Board works with senior management to develop a comprehensive view of Verizon’s key short- and long-term business risks. The Board addresses the primary risks associated with the Company’s business units and corporate functions in its operations reviews of those units and functions. Likewise, the Board reviews the risks associated with the implementation of the Company’s strategic plan throughout the year. The Board believes that this existing program is a more effective way to assess and mitigate the risks identified in the proposal, than the report requested in the proposal.

The Company also has a formalized supplier risk management program that supports the Company’s overall commitment to responsible sourcing. This program is managed by a dedicated team in Verizon’s Supplier Risk Office and enables the Company to identify, assess, monitor and manage a range of supply chain-related risks, including those that may be associated with the social and environmental impacts of supplier activity. The Supplier Risk Office works closely with other teams throughout the Company, including Sourcing, Business Risk, Sustainability, Business & Human Rights, and Compliance to implement a risk management framework that allows the Company to continually assess and manage supplier-related risks.

Given Verizon’s existing disclosure obligations and the extensive risk management programs currently in place, the Board believes the proposal is not in the best interests of shareholders.

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Additional Informationinformation

Additional Information About the Annual Meetinginformation about our annual meeting

Meeting DetailsOur meeting details

Date, time and Locationlocation

Thursday, May 2, 201912, 2022

8:45 a.m.,AM, local time

Rosen Shingle CreekMarriott Dallas Las Colinas

9939 Universal223 West Las Colinas Boulevard

Orlando, Florida 32819Irving, Texas 75039

Admission

Only Verizon shareholders as of the record date, March 4, 2019,14, 2022, may attend the meeting. YouTo be admitted, you will need an admission ticket or otherto register in advance of the meeting and bring valid photo identification. If you hold your shares in street name, you must also bring proof of stock ownership, as well as photo identificationdescribed below. Registration requests must be received by May 9, 2022 and may be sent by email to be admitted.legalproxy@computershare.com (with “Verizon Meeting Registration” in the subject line) or by mail to:

Computershare

Verizon Meeting Registration

P.O. Box 43001

Providence, RI 02940-3001

 

If you are a registered shareholder, an admission ticket is attached toyour request must include your 15-digit control number included on your proxy card, or Notice of Internet Availability, of Proxy Materials, or the email you received providing access to the proxy materials and online voting website, and an email address and/or phone number where you may be printed after you submit your vote online. If you plan to attend the meeting, please vote your proxy ahead of time but retain the admission ticket and bring it with you to the meeting.reached.

 

If you hold your shares in the name of a bank, broker or other institution, your request must include your name and an email address and/or phone number where you may obtain an admission ticket atbe reached. On the day of the meeting, by presenting proof ofyou must present your ownership of Verizon common stock. For example, you may bring your form of Notice of Internet Availability, voting instruction form or a letter from your bank or broker confirming that you owned Verizon common stock on March 4, 2019,14, 2022, the record date for the meeting.meeting, to be granted admission.

The meeting facility is accessible to all shareholders. If you require any special accommodations, please mail your request to the Assistant Corporate Secretary at the address shown under “Contacting Verizon”us” no later than April 12, 2019.22, 2022.

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.

The health and well-being of our employees, Directors and shareholders is our top priority. We continue to monitor developments regarding the COVID-19 pandemic, including public health and safety protocols required or recommended by federal, state and local governments. We may implement protocols consistent with guidelines or facility requirements applicable at the time of the meeting, which may include the use of face coverings, temperature checks and symptom and exposure screening, proof of vaccination and/or maintaining appropriate social distancing. If we implement any such requirements, we will communicate them to registered attendees in advance of the meeting.

In addition, as we continue to monitor COVID-19 developments and guidance from public health officials, we may announce alternative arrangements for the annual meeting, which may include switching to a virtual-only meeting format (i.e., attendance solely by means of remote communication) or changing the date, time or location of the annual meeting. If we take this step, we will announce any changes in advance of the meeting in a press release, additional proxy materials filed with the SEC and on our website at www.verizon.com/about/investors/corporate-governance.

This proxy statement and the 20182021 Annual Report on Form 10-Kare 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.

 

Verizon 2019 Proxy Statement    8366


Additional Information

Voting Procedures and ResultsVerizon 2022 Proxy Statement

 

Proxy
summary
GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals

Additional
information

 

Voting ProceduresOur voting procedures and Resultsresults

Who may vote?

Shareholders of record as of the close of business on March 4, 2019,14, 2022, the record date, may vote at the meeting. As of March 4, 2019,14, 2022, there were approximately 4.134.20 billion shares of common stock outstanding and entitled to vote.

How do I vote my shares?

Registered Sharesshares.. If you hold your shares in your own name, you may vote by proxy in four convenient ways:

 

LOGOLOGO  

Online

Go towww.envisionreports.com/vz and 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.

  LOGO

LOGO

  

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.

LOGOLOGO  

Mail

Complete, sign and date your proxy card and return it in the envelope provided. If you plan to attend the Annual Meeting, please retain the admission ticket attached to the proxy card.

LOGO

LOGO

  

In person

You may also vote in person at the meeting as long as your shares are not held through the Verizon Savings Plan and you follow any applicable instructions.

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 annual meeting, but you cannot vote your savings plan shares in person. 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 29, 2019.May 9, 2022.

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.

How does voting by proxy work?

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 4, 201914, 2022 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.

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

84Verizon 2019 Proxy Statement


Additional Information

Voting Procedures and Results

vote your shares against the 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.

Can I change my vote?

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 given 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 given 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 at the annual meeting.

67


Verizon 2022 Proxy Statement

Proxy
summary
GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals

Additional
information

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 given 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 29, 2019.May 9, 2022.

Street name sharesshares.. If you hold your shares through a bank, broker or other institution, you 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.

What vote is required to elect a Director or approve a proposal?

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 at the meeting either in person or by proxy. If a quorum is not present, we will reschedule the annual meeting for a later date.

How are the votes counted?

Each share is entitled to one vote on each Director 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 do not count abstentions in determining the total number of votes cast on any item. 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 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 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) will have the same effect as a failure to vote.

Is my vote confidential?

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.

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 8, 2019.18, 2022. 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.

Verizon 2019 Proxy Statement    85


Additional Information

Proxy Materials

Who tabulates and certifies the vote?

Computershare Trust Company, N.A. will tabulate the vote, and independent inspectors of election will certify the results.

Proxy Materialsmaterials

May I receive my materials electronically?

We encourage registered shareholders to sign up for electronic delivery of future proxy materials.

 

YouRegistered shareholders may sign up when you votevoting online atwww.envisionreports.com/vz.

 

If your shares are held by a bank or broker, follow the instructions provided by your bank or broker.

If you are a registered shareholder and have enrolled in Computershare’s Investor Center, you may sign up by accessing your account atwww.computershare.com/verizon and clicking on “My“Update Profile” and then “Communication Preference.Preferences.

68


Verizon 2022 Proxy Statement

Proxy
summary
GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals

Additional
information

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 Profile”“View and update your profile” and then “Communication Preference.Preferences. If your shares are held by a bank or broker and you wish to suspend electronic delivery, follow the instructions provided by your bank or broker.

There are several shareholders at my address. Why did we receive only one set of proxy materials?

For registered shareholders, we have adopted 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 report2021 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 and another member of your household are both registered shareholders;

You are a registered shareholder and also hold shares through a bank, broker or other institution;

You hold shares through more than one bank, broker or other institution; or

You and another member of your household hold shares through different banks, brokers or institutions.

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.

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.

86Verizon 2019 Proxy Statement


Additional Information

Shareholder Proposals

Who is Verizon’s proxy solicitor?

Innisfree M&A Incorporated is helping us distribute proxy materials and solicit votes for a base fee of $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.

Shareholder Proposalsproposals

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 20202023 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, 2019.28, 2022. 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.

How do I nominate a Director to be included in the proxy statement for next year’s annual meeting?

Under the “proxy access” provisions of our bylaws, any 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 2023 proxy materials. The bylaws require that the shareholder proponents:

 

Notify us in writing between October 20, 201929, 2022 and November 19, 2019;28, 2022; and

 

Provide the additional required information and comply with the other requirements contained in our bylaws.

69


Verizon 2022 Proxy Statement

Proxy
summary
GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals

Additional
information

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 20202023 Annual Meeting of Shareholders. The bylaws require that the shareholder:

 

Notify us in writing between January 3, 2020,12, 2023, and February 2, 2020;11, 2023;

 

Include his or her name, record address and Verizon share ownership;

 

Include specific information about the shareholder proponent, any beneficial owner, and any nominee and their respective affiliates and associates, and provide specified agreements by certain of those parties; and

 

Update this information as of the record date and after any subsequent change.

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.

Must a shareholder proponent appear personally at the annual meeting to present his or her proposal?

A shareholder proponent or the proponent’s qualified representative must attend the 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.

Delinquent Section 16(a) Reports

Verizon 2019 Proxy Statement    87

SEC rules require us to disclose any late filings of stock transaction reports by our executive officers 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 2021, except that, as a result of an administrative error, one transaction by Craig L. Silliman was not reported timely. This transaction was reported within two business days of the filing due date.


Contacting Verizonus

How to Contactcontact Verizon

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

How to Contact Verizon’s Transfer Agentcontact our transfer agent

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:

Verizon Communications Shareowner Services

c/o Computershare

P.O. Box 50500043006

Louisville, Kentucky 40233-5000Providence, RI 02940-3006

 

By email:

verizon@computershare.com

  

By telephone:

1-800-631-2355 (U.S.)

1-866-725-6576 (International)

 

Online:

www.computershare.com/verizon

70


Verizon 2022 Proxy Statement

Proxy
summary
GovernanceExecutive
compensation
Audit
matters
Stock
ownership
Shareholder
proposals

Additional
information

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.

Other Businessbusiness

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 18, 201928, 2022

 

88Verizon 2019 Proxy Statement71


Verizon 2022 Proxy Statement

Appendix A

ReconciliationNasdaq board diversity disclosure

The following table is presented in accordance with the requirements of,Non-GAAP Measures and in the format prescribed by, Nasdaq Rule 5606.*

Adjusted EPS ReconciliationBoard diversity matrix (as of March 28, 2022)

 

Years Ended December 31,  2017  2018 

 

Reported EPS

 

  $7.36  $3.76 

 

Severance, Pension and Benefit Charges

 

   0.21   0.01 

 

Early Debt Redemption Costs

 

   0.29   0.13 

 

Acquisition and Integration Related Costs

 

   0.13   0.10 

 

Product Realignment

 

   0.11   0.12 

 

Oath Goodwill Impairment

 

       1.10 

 

Wireless Legal Entity Restructuring

 

       (0.50

 

Gain on Spectrum License Transactions

 

   (0.04    

 

Net Gain on Sale of Divested Businesses

 

   (0.23    

 

Impact of Tax Reform

 

   (4.10    

 

Adjusted EPS*

 

  $3.74  $4.71 

 

Less: Impact of Revenue Recognition Standard

 

       (0.10)(1) 

 

Adjusted EPS for Compensation Purposes

 

      $4.61 

Total number of Directors: 11

                                                                                                                                                            
 Female

 

 Male

 

 Non-binary

 

 Did not disclose gender 

 

Part I: Gender identity

            

Directors

 4 7  

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 4  

Two or more races or ethnicities

 1   

LGBTQ+

   

Did not disclose demographic background

   

 

(1)

Incremental amount not contemplated when target was set.

*

May not add dueConsistent with the instructions to rounding.the Nasdaq board diversity disclosure, a Director who self-identifies as more than one race or ethnicity is identified in each individual category in which he or she self-identifies, as well as in the “Two or more races or ethnicities” category.

Free Cash Flow

A-1


Verizon 2022 Proxy Statement

Appendix B

Reconciliation of non-GAAP measures

The following tables reconcile our service and other revenue, adjusted operating income, cash flow from operations, and network expense for Short-Term Incentive Plan and free cash flow for Long-Term Incentive Plan, presented on pages 30-31 and 35 to the most comparable metrics under U.S. generally accepted accounting principles (GAAP).

Service and other revenue reconciliation for Short-Term Incentive Plan

 

Year Ended December 31,  (dollars in billions)
2018
 

Net Cash Provided by Operating Activities

  $34.3 

Net Cash Provided by Device Installment Receivable Securitizations

   1.4 

Net Cash Used for Discretionary Pension Plan Contribution(1)(2)

   0.9 

Additional Cash Provided from Tax Reform Act(1)

   (0.3

Less: Capital Expenditures (including capitalized software)

   (16.7

Adjusted Free Cash Flow for Short -Term Incentive Plan*

  $19.7 
                                                                         (dollars in billions) 

Year ended December 31, 2021

  

Verizon
Consumer

Group

  

Verizon

Business

Group

   Verizon
Corporate
 

Reported service and other revenue

  $75.5  $27.7   $110.4 

Strategic transactions:

     

Strategic acquisitions

   (0.6      (0.6

Media divestiture

          2.9 
  

 

 

 

Adjusted service and other revenue

  $74.9  $27.7   $112.7 
  

 

 

 

 

(1)

Not contemplated when target was set.

(2)

Amount also includes contributions to the 401(h) separate account.

*

May not add due to rounding.

Consolidated Total Revenue Reconciliation

Operating income reconciliation for Short-Term Incentive Plan

 

Year Ended December 31,  (dollars in billions)
2018
 

 

Consolidated Total Revenue

  $130.9 

 

Less: Impact of Revenue Recognition Standard

   (0.3)(1) 

 

Adjusted Consolidated Total Revenue for Short-Term Plan*

  $130.5 
                                                                        (dollars in billions) 

Year ended December 31, 2021

  

Verizon
Consumer

Group

  

Verizon

Business

Group

   Verizon
Corporate
 

Reported operating income

  $30.0  $3.4   $32.4 

Severance

          0.2 

Loss on spectrum licenses

          0.2 

Net gain from Media divestiture

          (0.7
  

 

 

 

Adjusted operating income*

  $30.0  $3.4   $32.2 
  

 

 

 

Strategic transactions and other:

     

Strategic acquisitions

   (0.1      (0.1

C-Band Acquisition

   0.1       0.2 

Media divestiture

          (0.3

Intercompany allocation of expenses

   0.1   0.1     
  

 

 

 

Adjusted operating income for Short-Term Incentive Plan*

  $30.1  $3.5   $31.9 
  

 

 

 

 

(1)

Incremental amount not contemplated when target was set.

*

May not add due to rounding.

 

Verizon 2019 Proxy Statement    B-1


Appendix A

Reconciliation ofNon-GAAP MeasuresVerizon 2022 Proxy Statement

 

Adjusted Net Income Reconciliation

Cash flow from operations reconciliation for Short-Term Incentive Plan

 

Year Ended December 31,
   (dollars in billions) 

Year ended December 31,

  2021 

Net cash provided by operating activities

  $39.5 

C-Band related adjustments:

  

Cash interest payments

  $0.4 

Capitalized interest costs

  $(1.3

Cash taxes

  $(0.7
  

 

 

 

Adjusted cash flow from operations for Short-Term Incentive Plan*

  $37.8 
  

 

 

 

 

(dollars in billions)
2018

Reported Net Income Attributable to Verizon

$15.5

Severance, Pension and Benefit Charges

Early Debt Redemption Costs

0.5

Acquisition and Integration Related Costs

0.4

Product Realignment

0.5

Oath Goodwill Impairment

4.5

Wireless Legal Entity Restructuring

(2.1

Adjusted Net Income Attributable to Verizon*

$19.5

Controlling Interest Income due to Wireless Transaction

$(7.2

Wireless Transaction Costs

1.3

Adjusted Net Income excluding Wireless Transaction Impact

$13.6

 

*

May not add due to rounding.

Note: Adjusted Net Income Attributable to Verizon excluding Wireless Transaction Impact includes adjustmentsNetwork expense reconciliation 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).

Adjusted Equity and Return on Equity (ROE) ReconciliationShort-Term Incentive Plan

 

Year Ended December 31,(dollars in billions)
2018
   (dollars in billions) 

Year ended December 31,

  2021 

Total consolidated cost of service

  $31.2 

Total consolidated selling, general and administrative expenses

  $28.7 
  

 

 

 

Total cost of service and selling, general and administrative expenses

  $59.9 
  

 

 

 

Less: cost of service not attributable to network

  $21.0 

Less: selling, general and administrative expenses not attributable to network

  $24.7 
  

 

 

 

Network expense

  $14.2 
  

 

 

 

C-Band Acquisition

  $(0.2
  

 

 

 

Adjusted network expense

  $14.0 
  

 

 

 

Free cash flow reconciliation for Long-Term Incentive Plan

                                                               (dollars in billions) 

Years ended December 31,

  2019  2020  2021 

Net cash provided by operating activities

  $35.7  $41.8  $39.5 

Net cash provided by (used in) device installment receivable securitizations

   2.3   (1.8  3.6 

Less: capital expenditures (including capitalized software)

   (17.9  (18.2  (20.3
  

 

 

 

Free cash flow for Long-Term Incentive Plan*

  $20.1  $21.8  $22.9 
  

 

 

 

Net cash used in (provided by) discretionary pension plan contribution

   0.2       

Cash provided by tax benefit from disposition of preferred stock

      (2.2   

C-Band related adjustments:

    

Cash interest payment

         0.7 

Capitalized interest costs

         (1.3

Cash taxes

         (1.7

Capital expenditures

         2.1 
  

 

 

 

Adjusted free cash flow for Long-Term Incentive Plan*

  $20.3  $19.6  $22.6 
  

 

 

 

Cumulative adjusted free cash flow for Long-Term Incentive Plan

    $62.5 
    

 

 

 

 

Average Reported Equity

$52.4

Severance, Pension and Benefit Charges

OathGoodwill Impairment

0.4

Early Debt Redemption Costs

0.3

Wireless Legal Entity Restructuring

(0.2

Acquisition and Integration Related Charges

0.2

Product Realignment

0.3

Average Reported Equity in accordance with the terms of the Short-Term Plan*

$53.4

Impact of Wireless Transaction

17.1

Average Adjusted Equity excluding Wireless Transaction Impact

$70.5

Reported ROE %**

29.6%

Reported ROE - Short-Term Plan %**

36.5%

Adjusted ROE %**

19.3%

Note: Equity averages have been computed using the period end balances for a thirteen month period spanning from December 2017 to December 2018. 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 2017 to December 2018.

*

May not add due to rounding.

**Note:

Quotient may not compute due to rounding.cumulative adjusted free cash flow represents the sum of the three years presented.

 

2Verizon 2019 Proxy StatementB-2


Appendix A

Reconciliation ofNon-GAAP Measures

Free Cash Flow Reconciliation for Long-Term Plan

   (dollars in billions) 
Year Ended December 31,  2016  2017  2018 

 

Net Cash Provided by Operating Activities(1)

 

   $22.7   $25.3   $34.3 

 

Net Cash Provided by Device Installment Receivable Securitizations

 

   5.0   4.7   1.4 

 

Net Cash Used for Discretionary Pension Plan Contribution(2)(3)

 

      2.1   0.1 

 

Additional Cash Provided from Tax Reform Act(2)

 

           (3.9

 

Less: Capital Expenditures (including capitalized software)

 

   (17.1  (17.2  (16.7

 

Adjusted Free Cash Flow for Long-Term Incentive Plan*

 

   $10.6   $14.9   $15.3 

(1)

In the Company’s Consolidated Statements of Cash Flows for the year ended December 31, 2018, the Net Cash Provided by Operating Activities for 2016 and 2017 was recast to reflect accounting changes relating to cash flow presentation which were adopted in 2018. The amounts for 2016 and 2017 are the amounts prior to the recast. The change in presentation had no impact on the targets or the results for the awards under the Long-Term Plan.

(2)

Not contemplated when target was set.

(3)

2018 amount also includes contributions to the 401(h) separate account.

*

May not add due to rounding.

Note: Cumulative Adjusted Free Cash Flow represents the sum of the three years presented.

Verizon 2019 Proxy Statement    3LOGO


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Your vote matters – here’s how to vote!

You may vote online or by phone instead of mailing this card.

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Votes submitted electronically must be received by 8:45 a.m., Central Daylight Time, on May 12, 2022.

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Online

Go to www.envisionreports.com/vz or scan the QR code – login details are located in the shaded bar below.

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Phone

Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada.

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Using a black inkpen, mark your votes with an as  shown in this example.

Please do not write outside the designated areas.

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verizon 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Admission Ticket C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 8:45am, Eastern Time, on May 2, 2019. Online Go to www.envisionreports.com/vz or scan the QR code – login details are located in the shaded bar below. Phone Call toll free1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/vz Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 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 L. Archambeau 02 – Mark T. Bertolini 03 – Vittorio Colao 04 – Melanie L. Healey 05 – Clarence Otis, Jr. 06 – Daniel H. Schulman 07 – Rodney E. Slater 08 – Kathryn A. Tesija 09 – Hans E. Vestberg 10 – Gregory G. Weaver For Against Abstain For Against Abstain 2. Ratification of Appointment of Independent Registered Public 3. Advisory Vote to Approve Executive Compensation Accounting Firm B The Board of Directors recommends a vote AGAINST: For Against Abstain For Against Abstain For Against Abstain 4. Nonqualified Savings Plan 5. Independent Chair 6. Report on Online Child Earnings Exploitation 7. Cybersecurity and Data 8. Severance Approval Policy C Privacy Authorized Signatures – This section must be completed for your vote to be counted. – Date and Sign Below LOGO

qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q

 A 

The Board of Directors recommends a vote FOR all the nominees listed, and FOR Proposals 2 and 3.

1.Election of Directors:ForAgainstAbstainForAgainstAbstainForAgainstAbstain+
01 - Shellye Archambeau

    02 - Roxanne Austin

03 - Mark Bertolini

04 - Melanie Healey    05 - Laxman Narasimhan06 - Clarence Otis, Jr.
07 - Daniel Schulman    08 - Rodney Slater09 - Carol Tomé
10 - Hans Vestberg    11 - Gregory Weaver
       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:

ForAgainstAbstainForAgainstAbstainForAgainstAbstain
4.Report on charitable contributions

    5.  Amend clawback policy             

6.  Shareholder ratification of
annual equity awards

7.Business operations in China

 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. C 1234567890 J N T 1 U P X 4 0 2 3 0 5 02Z7BL 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 +

Date (mm/dd/yyyy) – Please print date below.Signature 1 – Please keep signature within the box.Signature 2 – Please keep signature within the box.

                     /            /

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Verizon Communications Inc. 2019

2022 Annual Meeting Admission Ticket of Shareholders

May 2, 2019,12, 2022, 8:45 a.m. Local Time Rosen Shingle Creek 9939 Universal

Marriott Dallas Las Colinas

223 West Las Colinas Boulevard Orlando, Florida 32819 Upon arrival, please present this admission ticket at

Irving, Texas 75039

If you plan to attend the registration desk. Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/vz IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Notice of 20192022 Annual Meeting of Shareholders in person, you must register in advance. See page 66 of the Proxy Statement for details.

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Help the environment by consenting to receive electronic

delivery. Sign up at www.envisionreports.com/vz.

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qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q

Notice of 2022 Annual Meeting of Shareholders

Proxy Solicited by the Board of Directors of Verizon Communications Inc. for the Annual Meeting of Shareholders, Thursday, May 2, 2019,12, 2022, 8:45 a.m. Local Time

Your signature on the reverse side of this card appoints each of Hans E. Vestberg and William L. Horton, Jr. as proxies, each with the powers you would have if you were personally present at the meeting. This includes full power of substitution to vote all the shares of Verizon common stock that you hold of record 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. 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 Direct Stock 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 29, 2019. May 9, 2022.

If you do not properly sign and return this card, vote by telephone or online or attend the meeting and vote by ballot, your shares cannot be voted. Unless the savings plan trustee receives your voting instructions by April 29, 2019May 9, 2022 your shares in any of the current or former Verizon 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.