UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) of the Securities
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
 | Filed by the Registrant |  | Filed by a Party other than the Registrant |
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| Preliminary Proxy Statement | |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
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| Definitive Proxy Statement | ||
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| Definitive Additional Materials | ||
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| Soliciting Material under §240.14a-12 | ||
VERIZON COMMUNICATIONS INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | ||||||
| No fee | |||||
| Fee paid previously with preliminary | |||||
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and | |||||
Notice of Annual
Meeting of Shareholders
How to vote
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| Online | Phone | At the virtual meeting | ||||
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Shareholders as of the close of business on March 13, 2023,11, 2024, 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. Registered shareholders 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 76 of the proxy statement.
March 27, 202325, 2024
By Order of the Board of Directors,
William L. Horton, Jr.
Senior Vice President, Deputy General Counsel
and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, New York 10036
Important Notice Regarding Availability of Proxy Materials for Verizon’s Shareholder Meeting to be Held on May 11, 20239, 2024
The 20232024 Proxy Statement and 20222023 Annual Report on Form 10-K are available at www.edocumentview.com/vzvz..
We are making the proxy materials first available on or about March 27, 2023.25, 2024.
Date and time
Date and time
Thursday, May 11, 2023
8:459, 2024
10:00 AM, local time
Place
Salt Lake City Marriott University Park
480 Wakara Way
Salt Lake City, Utah 84108
Items of business
Elect the 12 Directors identified in the accompanying proxy statementEastern Daylight Time
Approve,Online virtual meeting site
meetnow.global/VZ2024
Information on an advisory basis, Verizon’s executive compensationhow to access the meeting, vote and ask questions at the meeting, can be found beginning on page 79 of the proxy statement. You will not be able to attend the meeting at a physical location.
Vote, on an advisory basis, on the frequencyItems of future advisory votes related to Verizon’s executive compensationbusiness
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
| • | Elect the 10 Directors identified in the accompanying proxy statement |
| • | Approve, on an advisory basis, Verizon’s executive compensation |
| • | Ratify the appointment of the independent registered public accounting firm |
| • | Act on the shareholder proposals described in the proxy statement that are properly presented at the meeting |
| • | Consider any other business that is properly brought before the meeting |
The Verizon Board
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| From left to right: | ||||||||||||
Clarence Otis, Jr. | Daniel Schulman | Hans Vestberg | Rodney Slater | |||||||||
| Carol Tomé | Shellye Archambeau | Vittorio Colao | Melanie Healey | |||||||||
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Gregory Weaver | Laxman Narasimhan | Mark Bertolini | Roxanne Austin | |||||||||
To our shareholders:
A message from Hans Vestberg, our Chair &Chairman and CEO, and Clarence Otis, Jr., our Independent Lead Director
2023 was a critical year for Verizon, as we took several important steps to position ourselves for renewed growth and profitability, as well as continued leadership into the future.
Most significantly, at the beginning of 2023 we appointed the leadership team that will drive the next phase of Verizon’s growth. In the first quarter, we announced that four well-respected industry veterans would assume these new roles in the company:
| • | Tony Skiadas, Chief Financial Officer | ||
| Sowmyanarayan Sampath, CEO of Verizon Consumer | ||
| • | Kyle Malady, CEO of Verizon Business | ||
| • | Joe Russo, President of Global Networks and
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Sincerely,
That team hit the ground running, making significant changes to how we operate. Both the Consumer and Global Network organizations were restructured to enable a more regional, targeted market approach. The Consumer and Business teams also evolved their commercial models and employee incentives to increase their focus on providing the services and products that customers need and want while maintaining the profitability of the company.
The Finance team supported these efforts while simultaneously strengthening our balance sheet to allow us financial flexibility in the future. At the same time, the Global Network team continued to lay the foundation of our future mobility and broadband growth by expanding the coverage of our C-Band wireless spectrum throughout the country.
This leadership team’s work has already yielded strong results. In 2023:
| • | We increased our wireless subscriber base by appproximately 1.5 million connections, expanding our wireless business that was already the largest in the country | |
| We grew our fixed wireless access subscriber base to more than 3 million – representing a significant business that did not exist a few years ago | |
| • | We grew our wireless service revenue, which reflects the recurring revenue from our wireless operations, by a healthy 3.2% |
These results are indicative of the momentum we have in the business as we enter 2024. This year we expect to continue to see the benefits of our strategic decision to invest in C-Band spectrum. C-Band gives us a competitive advantage in the areas where it is deployed and will be the basis for our wireless mobility and fixed wireless access growth for years to come.
While our strong operational and financial results were important, equally important was that we achieved them in the right way. From logging over 530,000 volunteer hours, to recycling or reusing nearly 47 million pounds of e-waste, to enabling our customers to avoid over 20 million metric tons of CO₂e, our V Team employees supported our communities throughout the year at the same time they were providing excellent service to our customers.
We look forward to building on our success in 2024.
| Sincerely, | ||
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| Hans Vestberg
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Clarence Otis, Jr.
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Table of contents
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Proxy summary
This summary highlights information contained in the proxy statement and does not contain all of the information you should consider. We encourage you to read the entire proxy statement before voting. For information regarding Verizon’s 2023 performance, please read Verizon’s 2023 Annual Report on Form 10-K.
| 2023 highlights | ||
 | Wireless Service Revenue up 3.2% Raised dividend for 17th consecutive year | |
| MyPlan Launch Netflix + MAX bundle Most awarded for Wireless Network Quality - JD Power | |
| Consumer - Postpaid phone net adds improved compared to 2022 every quarter Business - 10 consecutive quarters with at least 125,000 postpaid phone net adds Broadband - >400,000 net adds per quarter | |
Meeting information
Date and time May 9, 2024 at 10:00 AM, Eastern Daylight Time
Online virtual meeting The meeting will be held virtually via the Internet at meetnow.global/VZ2024, where you will be able to vote electronically and submit questions during the meeting.
Record date March 11, 2024
Meeting access, submission of questions and voting information can be found beginning on page 79.
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| Proxy summary | ||||
compensation | ||||
Verizon 2023 Proxy Statement
| compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Proxy summary
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We expect that growth in wireless mobility services and national broadband services will be the most significant contributors to Verizon’s growth for the next several years. In 2022, we made important progress in both of these businesses.
Growth in wireless mobility and national broadband will be driven by our ability to provide high-speed, low latency wireless service over mid-band wireless spectrum using the fifth generation wireless technology (5G). We believe that the most valuable mid-band spectrum for providing 5G services is C-Band spectrum due to its propagation, speed and rules of use. We won the majority of C-Band spectrum in the country in an auction in 2021.
The C-Band spectrum that we won is not available for our and our customers’ use all at once. Portions of that spectrum first became available for our use in major urban areas at the beginning of 2022, more became available in additional metropolitan areas during the year and the remainder is expected to be available for our use by the end of 2023. Our most important strategic objective for 2022 was to efficiently make as much C-Band spectrum as possible available for our customers’ use as quickly as possible. As a result of our efforts, as of March 2023, we cover approximately 200 million people with this spectrum.
Our success in rolling out this spectrum will not only provide a better experience for our customers using their wireless service, but the speed and low latency of the service will allow them to use their wireless devices to do things that were previously impossible without a wired connection.
Similarly, the broad reach of the C-Band network will allow us to grow into a nationwide broadband provider, without incurring the capital costs necessary to provide wired high speed connectivity to homes and businesses. Using 5G technology over our C-Band network, we will be able to provide a true alternative to wired broadband at an attractive cost for our customers and an attractive level of investment for us. During 2022, we began to ramp our sales of wireless broadband as a cable replacement, which we call fixed wireless access (FWA). We succeeded in growing our FWA connections from a total of 223,000 at the beginning of 2022 to more than 1.4 million by the end.
Because these two growth engines – wireless mobility and FWA – use the same network, they provide a capital efficient path to future growth. We believe that we will continue to get more efficient with our capital – using less capital to generate the same amount of revenue for years to come. That will enable us to generate increased cash flow that we can reinvest in our business and return to our shareholders.
2022 was a pivotal year for the growth of Verizon. By successfully rolling out our C-Band spectrum to a majority of the U.S. population and establishing the FWA business as a formidable competitor to traditional wired broadband services, we laid the foundation for Verizon’s growth into the future.
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Verizon 2023 Proxy Statement
| compensation | matters | ownership | proposals | information |
Agenda and voting recommendations
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 | Item 1: Election of Directors | |
| The Board of Directors recommends that you vote FOR the election of the Board’s nominees. | ||
The | ||
Our nominees’ skills and experience
| Our nominees’ skills and experience | |||
Consumer/B2B/retail | |||
Cybersecurity | |||
Financial expertise | |||
Marketing and brand management | |||
| 5 | Regulatory/public policy | ||
Risk management | |||
Strategic planning | |||
| 5 | Technology | ||
| 4 | Telecommunications | ||
Board diversity*
40%
ethnic/racial diversity
30%
women
Board tenure and age*
6.87.3
years
average
tenure
average
tenure
64
years old
average
age
* As of March 27, 2023. See Appendix A for the Board diversity disclosure required by Nasdaq Rule 5606.
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Verizon 2023 Proxy Statement
| * | Based on our 10 nominees as of March 25, 2024. See Appendix A for the Board diversity disclosure required by Rule 5606 of the Nasdaq Stock Market (Nasdaq), which reflects the diversity of all 12 Directors serving as of March 25, 2024. |
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| Proxy summary | Governance | Executive compensation | Audit matters | matters | Stock ownership | ownership | Shareholder proposals | proposals | Additional information |
Our nominees at a glance
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| Shellye Archambeau | Roxanne Austin | Mark Bertolini | Vittorio Colao | Laxman Narasimhan | ||||||||
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| Clarence Otis, Jr. | Daniel Schulman | Rodney Slater | Carol Tomé | Hans Vestberg |
| Name | Committee membership* | Key skills and experience | ||||
| Audit | Corporate Governance and Policy | Finance | Human Resources | |||
| Shellye Archambeau Former Chief Executive Officer, MetricStream, Inc. |  |  |  | Marketing and brand management Risk management Technology | ||
| Roxanne Austin President and CEO, Austin Investment Advisors | | |  | Cybersecurity Financial expertise Strategic planning | ||
| Mark Bertolini Chief Executive Officer, Oscar Health, Inc. | | | | Financial expertise Regulatory/public policy Strategic planning | ||
| Vittorio Colao Former Chief Executive, Vodafone Group Plc | | | | Consumer/B2B/retail Technology Telecommunications | ||
| Laxman Narasimhan Chief Executive Officer, Starbucks Corporation | | | | Consumer/B2B/retail Risk management Strategic planning | ||
| Clarence Otis, Jr. Former Chairman and CEO, Darden Restaurants, Inc. Lead Director | | | | | Consumer/B2B/retail Financial expertise Risk management | |
| Daniel Schulman Former President and CEO, PayPal Holdings, Inc. | | | Cybersecurity Strategic planning Technology | |||
| Rodney Slater Senior Partner, Squire Patton Boggs LLP | | | | Regulatory/public policy Risk management Strategic planning | ||
| Carol Tomé Chief Executive Officer, United Parcel Service, Inc. | | | Consumer/B2B/retail Financial expertise Strategic planning | |||
| Hans Vestberg Chairman and CEO, Verizon Communications Inc. | Strategic planning Technology Telecommunications | |||||
| * | Committee |
| Independent | | Committee Chair | | Audit Committee Financial Expert |
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*Committee memberships are as of March 27, 2023. 
Independent Committee Chair Audit Committee Financial Expert
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Verizon 2023 Proxy Statement
| compensation | matters | ownership | proposals | Additional information |
Governance highlights
Our Board has adopted robust governance structures and practices to enhance our independent oversight, effectiveness and accountability to shareholders.
Independent
| • 11 of our 12 current Directors are independent • Strong independent Lead Director with clearly delineated duties • Regular executive sessions of independent Directors | |
| Board effectiveness | ||
| • Active Board refreshment plan with • Orientation program for new Directors and continuing education for all Directors • Limits on other public board service • Annual Board and committee assessments • Average tenure goal for independent Directors | |
| Accountability to shareholders | ||
| • Annual election of all Directors by majority voting • Shareholder right to call special meetings • Proxy access right with market terms • No poison pill, and shareholder ratification required for any future poison pill • No dual-class shares or voting right restrictions • Robust stock ownership requirements for executive officers and Directors • Proactive year-round shareholder engagement program | |
| • Issued fifth US$1 billion green bond, with final allocation completed and a sixth US$1 billion green bond issued in February 2024 • Set a new interim target to source renewable energy equivalent to 100% of our total annual electricity consumption by 2030 • Top 10 ranking and Telecom Industry Leader in Just Capital’s
• Published third TCFD-aligned report | |
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| | Item 2: Advisory vote to approve executive compensation | |
| The Board of Directors recommends that you vote FOR this proposal. | ||
We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis and Compensation Tables beginning on | ||
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Verizon 2023 Proxy Statement
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| Proxy summary | Governance | Executive compensation | Audit matters | matters | Stock ownership | ownership | Shareholder proposals | proposals | Additional information |
Executive compensation program highlights
Our executive compensation program reflects Verizon’s commitment to industry-leading compensation and governance practices. TheFor a detailed discussion of the executive compensation program, is discussed in detail inplease see the Compensation Discussion and Analysis beginning on page 25.23.
Compensation strategy | • Align executives’ and shareholders’ interests • Attract, retain and motivate high-performing executives
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| • Approximately 90% of named executive officers’ total compensation opportunity is variable, incentive-based pay • Defined benefit pension and supplemental executive retirement benefits frozen over 15 years ago • Quantitative ESG metric in Short-Term Incentive Plan (Short-Term Plan) | |
Best practice highlights | • Shareholder approval policy for severance benefits • No cash severance benefits for the • Significant executive share ownership requirements • Clawback policies • Anti-hedging policy • No tax gross-ups • No executive employment agreements | |
The summary below shows the 20222023 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. PleaseFor more information, please see the notes accompanying the Summary Compensation table beginning on page 42 for more information.40.
Name and principal position | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | ||||||||||||||||||||||||
Hans Vestberg Chairman and Chief Executive Officer | 1,500,000 | 0 | 14,500,057 | 0 | 3,262,500 | 0 | 570,193 | 19,832,750 | ||||||||||||||||||||||||
Matthew Ellis* Executive Vice President and Chief Financial Officer | 950,000 | 0 | 7,000,072 | 0 | 1,239,750 | 0 | 189,481 | 9,379,303 | ||||||||||||||||||||||||
Kyle Malady** Executive Vice President and Group CEO – Verizon Business | 900,000 | 0 | 6,500,051 | 0 | 1,174,500 | 0 | 196,565 | 8,771,116 | ||||||||||||||||||||||||
Sowmyanarayan Sampath*** Executive Vice President and Group CEO – Verizon Consumer | 779,808 | 0 | 7,000,050 | 0 | 838,463 | 0 | 135,805 | 8,754,126 | ||||||||||||||||||||||||
Craig Silliman^ Executive Vice President and President – Verizon Global Services | 850,000 | 0 | 6,500,098 | 0 | 1,109,250 | 0 | 175,149 | 8,634,497 | ||||||||||||||||||||||||
Tami Erwin^^ Former Executive Vice President and Group CEO – Verizon Business | 847,692 | 0 | 7,000,072 | 0 | 929,813 | 0 | 5,092,626 | 13,870,203 | ||||||||||||||||||||||||
Manon Brouillette^^^ Executive Vice President and Former | 950,000 | 0 | 7,000,072 | 0 | 1,239,750 | 0 | 93,780 | 9,283,602 | ||||||||||||||||||||||||
| Name and principal position | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | ||||||||
| Hans Vestberg Chairman and Chief Executive Officer | 1,500,000 | 0 | 18,000,042 | 0 | 4,087,500 | 0 | 541,775 | 24,129,317 | ||||||||
| Anthony Skiadas* Executive Vice President and Chief Financial Officer | 741,667 | 0 | 7,000,069 | 0 | 1,076,375 | 0 | 113,202 | 8,931,313 | ||||||||
| Sowmyanarayan Sampath** Executive Vice President and Group CEO – Verizon Consumer | 1,016,667 | 0 | 8,500,049 | 0 | 1,716,750 | 0 | 146,496 | 11,379,962 | ||||||||
| Kyle Malady** Executive Vice President and Group CEO – Verizon Business | 983,333 | 0 | 8,000,027 | 0 | 1,635,000 | 2,959 | 188,884 | 10,810,203 | ||||||||
| Craig Silliman Executive Vice President and President – Verizon Global Services | 900,000 | 0 | 7,500,021 | 0 | 1,471,500 | 633 | 172,028 | 10,044,182 | ||||||||
| Matthew Ellis* Former Executive Vice President and Chief Financial Officer | 444,551 | 0 | 7,000,052 | 0 | 517,750 | 0 | 4,990,096 | 12,952,449 |
| * | Mr. Skiadas succeeded Mr. Ellis |
| ** |
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Mr. Sampath served as Executive Vice President and Group CEO – Verizon Business until March 2, |
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Verizon 2023 Proxy Statement
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| Proxy summary | Governance | Executive compensation | Audit matters | matters | Stock ownership | ownership | Shareholder proposals | proposals | Additional information |
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| The Board of Directors recommends that you vote FOR ratification. | ||
We are asking shareholders to ratify the Audit Committee’s appointment of Ernst & Young LLP (Ernst & Young) as Verizon’s independent registered public accounting firm for | ||
 | Item 4-10: Shareholder proposals | |
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The Board of Directors recommends that you vote AGAINST each of the shareholder proposals. | ||
In accordance with SEC rules, we have included in this proxy statement proposals submitted by shareholders for | ||
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Verizon 2023 Proxy Statement
summary |
| Proxy summary | Governance | Executive compensation | Audit matters | matters | Stock ownership | ownership | Shareholder proposals | proposals | Additional information |
Governance
Governance
Item 1: Election of Directors
Our approach to Board composition
We believe that good governance starts with an independent, effective and diverse Board. Our Board is one of Verizon’s most critical strategic assets. As such, the composition of the Board evolves along with our strategic needs for the future. We believe we are more likely to achieve sustainable growth in shareholder value when our Board has the right mix of skills, expertise and tenure.tenure, and can devote sufficient time to their duties as active and engaged members of our Board.
The Corporate Governance and Policy Committee is strategic and purposeful in its approach to refreshment and succession planning. KeyThe Committee considers the following key factors when nominating Directors:
| • | Consumer/B2B/retail |
| • | Cybersecurity |
| • | Financial expertise |
| • | Marketing and brand management |
| • | Regulatory/public policy |
| • | Risk management |
| • | Strategic planning |
| • | Technology |
| • | Telecommunications |
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| • | Age and |
| • | Board |
| • | Board |
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| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Verizon 2023 Proxy StatementOur Board’s independence
summary |
| compensation | matters | ownership | proposals | information |
Verizon’s Corporate Governance Guidelines establish standards for evaluating Director independence and require that a substantial majority of the Directors be independent. The Board determines the independence of each Director under New York Stock Exchange (NYSE) and Nasdaq governance standards, as well as the more stringent standards included in the Corporate Governance Guidelines. These standards identify the types of relationships that, if material, could impair independence, and fix monetary thresholds at which the relationships are considered to be material. The Corporate Governance Guidelines are available on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance. The Corporate Governance and Policy Committee conducts an annual review of any relevant business relationships that each Director may have with Verizon and reports its findings to the full Board.
Based on the Committee’s recommendation, the Board has determined that all of the non-employee Director candidates meet the independence requirements of applicable law, the NYSE, Nasdaq and Verizon’s Corporate Governance Guidelines: Ms. Archambeau, Ms. Austin, Mr. Bertolini, Mr. Colao,
Additionally, the Board has determined that each member of the Audit Committee and the Human Resources Committee meets the additional, heightened independence criteria applicable to such committee members under the applicable NYSE and Nasdaq rules.
The employers or former employers of Mr. Bertolini, Mr. Narasimhan, Mr. Schulman, and Ms. Tomé each made payments to Verizon for telecommunications services during
| What ESG skills and experience do our Directors bring to the boardroom?
ESG is
• business ethics and
compliance • cybersecurity and data privacy • diversity, equity and inclusion • environmental sustainability, including renewable energy • governance • network reliability and resilience • regulatory and public policy • responsible business and corporate social responsibility • risk management • talent attraction, retention and |
2
Verizon 2023 Proxy StatementDirector nominations
The Corporate Governance and Policy Committee considers and recommends candidates for our Board. The Committee reviews all nominations submitted to Verizon, including individuals recommended by shareholders, Directors or members of management. The Committee also retains executive search firms from time to time to help identify and evaluate potential candidates.
Any shareholder who wishes to recommend a Director candidate to the Committee for its consideration should write to the Assistant Corporate Secretary at the address provided under “Contacting us.” A recommendation for a Director candidate should include the candidate’s name, biographical data and a description of the candidate’s qualifications in light of the requirements described below. If we make any material changes to the Committee’s procedure for considering and nominating candidates, we will file a report with the SEC and post the information on the Corporate Governance section of our website at www.verizon.com/about/investors/corporate-governance.
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summary |
| Proxy summary | Governance | Executive compensation | Audit matters | matters | Stock ownership | ownership | Shareholder proposals | proposals | Additional information |
The Committee reviews the qualifications of each candidate for election or re-election.re-election to the Board. For incumbent Directors, this review includes the Director’s participation in and contributions to the activities of the Board, the Director’s independence and past meeting attendance, and whether the Director’s skills and expertise continue to align with Verizon’s long-term business strategy. After the Committee evaluates all candidates for Director, it presents its recommendation to the Board. The Committee also discusses with the Board any candidates who were considered by the Committee considered but did not recommendedrecommend for election or re-election.
Before they arebeing nominated, each candidate for election and each incumbent Director standing for re-election must consent to stand for election or re-election and provide certain representations required under Verizon’s bylaws. Each candidate who is standing for election must also submit an irrevocable resignation, which will only become effective if (i) our Board or any Committee determines that any of the required representations were untrue in any material respect, or that the candidate breached any obligation under Verizon’s bylaws, or (ii) the candidate does not receive a majority of the votes cast at the annual meeting of shareholders, and the independent members of our Board decide to accept the resignation. Any decision about a resignation following an incumbent Director’s failure to obtain a majority of the votes cast will be disclosed within 90 days after the election results are certified.
Shareholders wishing to nominate a Director should follow the procedures set forth in Verizon’s bylaws and summarized beginning on page 79.
Director criteria, qualifications and experience
To be eligible for consideration, any proposed Director candidate must:
Possess exemplary ethics and integrity
| • | Possess exemplary ethics and integrity |
| • | Have proven judgment and competence |
| • | Have professional skills and experience that align with the needs of Verizon’s long-term business strategy and complement the experience represented on the Board |
| • | Have demonstrated the ability to act independently and be willing to represent the long-term interests of all shareholders and not just those of a particular constituency or perspective |
| • | Be willing and able to devote sufficient time to fulfill responsibilities to Verizon and our shareholders |
Have proven judgment and competence
Have professional skills and experience that align with the needs of Verizon’s long-term business strategy and complement the experience represented on the Board
Have demonstrated the ability to act independently and be willing to represent the long-term interests of all shareholders and not just those of a particular constituency or perspective
Be willing and able to devote sufficient time to fulfill responsibilities to Verizon and our shareholders
Election process
Verizon’s Directors are elected annually for a term of one year. We believe annual elections are consistent with good corporate governance because they foster directorDirector accountability and increase shareholder confidence. Verizon’s bylaws require Directors to be elected by a majority of the votes cast in an uncontested election.
Nominees for election
Our Board has nominated the 1210 candidates below, for election as Directors, all of whom currently serve as Directors of Verizon. Mr. Colao was elected to the Board in November 2022Verizon, for election as an independent Director; he was known to the Company as a result of his prior service on the Board from 2019 to 2021. Directors.
Each candidate has consented to stand for election, and we do not anticipate that any candidate will be unavailable to serve. If any candidate were to become unavailable before the election, the proxy committee could vote the shares it represents for a substitute named by the Board. Each candidate has submitted an irrevocable, conditional letter of resignation that our Board will consider if that candidate fails to receive a majority of the votes cast.
Biographical information for each Director nominee follows. We have includedfollows, including career highlights, and the key skills and experience that we believe each Director nominee brings to our Board, as well as theirand other public board directorships. All of our nominees bring more qualifications to the Board than those highlighted in their biographies, and these are reflected in the aggregate Board composition statistics provided in the Proxy Summary.
When deciding to re-nominate these Directors, the Corporate Governance and Policy Committee and the Board considered each Director’s individual qualifications, as well as the aggregate of skills and experience represented on the Board, in light of the Company’s strategy and expected future business needs.
 | ||
| | The Board of Directors recommends that you vote FOR the election of the following Director candidates. | |
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Verizon 2023 Proxy Statement
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Shellye Archambeau | ||||||||||||||
summary  |
| compensation | matters | ownership | proposals | information | ||||||||
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 | Independent Director since: 2013 Age: 61 Committees: Audit
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Key skills and experience:
| • | Leadership: Highly regarded and accomplished executive with over 30 years of experience building and scaling consumer and B2B businesses in the technology industry. As CEO of MetricStream, led the company’s transformation into a leader in Governance, Risk and Compliance solutions. |
| • | Marketing and brand management: Served as Chief Marketing Officer at two public companies (Loudcloud and NorthPoint Communications), leading the design and implementation of all sales and marketing strategies and driving revenue growth. As President of Blockbuster.com, launched the entertainment retailer’s first online presence. |
| • | Risk management: Acquired significant expertise with integrated enterprise risk management, regulatory compliance functions and quality, vendor and audit management software solutions across a wide array of industries during her tenure at MetricStream, as well as through service on the audit committees of Verizon, Okta and Arbitron. |
| • | Technology: Gained valuable experience developing and marketing emerging technology applications and solutions, including internet infrastructure, cloud-based and identity security services, business software platforms, e-commerce and digital media.
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Career highlights:
| ° | 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:
Okta, Inc. (since 2018)
Roper Technologies, Inc. (since 2018)
Nordstrom, Inc. (2015-May 2022)
Other public company boards:
Okta, Inc. (since 2018)
Roper Technologies, Inc. (since 2018)
Nordstrom, Inc. (2015-2022)
| Roxanne Austin | ||||||
 | Independent Director since: 2020 Age: 63 Committees: Audit (Chair) | |||||
Key skills and experience:
| • | Leadership: Seasoned leader who served as CEO of Move Networks, President and COO of DIRECTV, and CFO of Hughes Electronics. Named 2018 Director of the Year – Corporate Leadership and Service by the Forum for Corporate Directors and one of the most influential directors in the board room by the National Association of Corporate Directors in 2022 and 2013. Serves as co-chair of the annual Corporate Governance Conference at Northwestern’s Kellogg School of Management. |
| • | Cybersecurity: Acquired significant cybersecurity experience through her extensive management and operating roles in a range of technology industries, including service as a director of CrowdStrike, a leader in cloud-delivered endpoint protection. |
| • | Financial Chaired the Mid Market Investment Advisory Committee of EQT Partners from 2017 to 2023. |
| • | Strategic |
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)
|
4
Verizon 2023 Proxy StatementOther public company boards:
AbbVie, Inc. (since 2013)
CrowdStrike Holdings, Inc. (since 2018)
Freshworks Inc. (since 2021)
Abbott Laboratories Inc. (2000-2022)
Teledyne Technologies Incorporated (2006-2021)
Target Corporation (2002-2020)
Ericsson (2008-2016)
4
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Mark Bertolini | ||||||||||||
summary  |
| compensation | matters | ownership | proposals | information | ||||||
|
| |||||||||
 | Independent Director since: 2015 Age: 67 Committees: Finance (Chair) |
|
| |||||||
Key skills and experience:
| • | Leadership: Recognized as an accessible, forward-thinking and solutions-oriented leader. Transformed Aetna from a traditional health insurance company to a consumer-oriented health care company focused on delivering holistic integrated care to local communities and serving over 46 million people. |
| • | Financial expertise: Developed deep financial and risk management expertise in his executive roles at Aetna and as a board member of MassMutual Life Insurance Company, a leading life insurance mutual company. Served as Co-Chief Executive Officer of Bridgewater Associates, the world’s largest hedge fund, from 2022 to 2023, and continues to serve on the board of Bridgewater. |
| • | Regulatory/public policy: A national health care thought leader with extensive regulatory and public policy experience. Successfully navigated changes in the health insurance marketplace resulting from the Affordable Care Act and led Aetna through antitrust reviews of various acquisitions and proposed acquisitions. |
| • | Strategic planning: Led Aetna through a period of strategic and regulatory transformation and domestic and international growth through strategic acquisitions and dispositions, culminating in the $78 billion acquisition of Aetna by CVS completed in 2018. |
Career highlights:
| • | Chief Executive Officer of Oscar Health, Inc., a health insurance company built around a full stack technology platform (April 2023-present) |
| • | Co-Chief Executive Officer of Bridgewater Associates, LP, a global investment management firm |
| • | 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. (1985-2003)
Other public company boards:
CVS Health Corporation (2018-2020)
Other public company boards:
Oscar Health, Inc. (since April 2023)
CVS Health Corporation (2018-2020)
| Vittorio Colao | ||||||
 | Independent Director since: 2022 Age: 62 Committees: Corporate Governance and Policy | |||||
Key skills and experience:
| • | Leadership: Built and transformed Vodafone Group Plc through organic growth, acquisitions and sales into one of the world’s largest communications companies with mobile operations in 24 countries and partnerships in over 40 more countries. |
| • | Consumer/B2B/ |
| • | Technology: Led Vodafone in the rapid and continuous development of mobile and other communications technology, with intensive capital spending to enhance high speed mobile networks, provide broadband and enterprise services, enhance the secure exchange of data, and develop 5G and the internet of things. |
| • | Telecommunications: Brings a valuable global perspective on, and extensive operational experience with, the rapidly changing telecommunications industry. Led Italy’s efforts to roll out broadband and 5G connectivity across the country as Italian Minister for Innovation, Digital Transition and Space. Provides unique insight into Verizon Wireless’ business as a result of his |
Career highlights:
| • | Italian Minister for Innovation, Digital Transition and Space (2021-2022) |
| • | Vodafone Group Plc, a global mobile communications company
|
| ° | Chief Executive (2008-2018)
| ||
| ° | Director (2006-2018)
| ||
| ° | Other executive positions, including Regional Chief Executive Officer for Southern Europe, Middle East and Africa (1999-2004) |
| • | Member, Verizon Wireless Board of Representatives (2008-2013) |
| • | Senior Advisor, Vice Chairman EMEA, General Atlantic (2019-2021;
|
5
Verizon 2023 Proxy StatementOther public company boards:
Unilever PLC and Unilever N.V. (2015-2021)
Mr. Colao previously served on our Board from 2019 to 2021.
5
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Laxman Narasimhan | ||||||||||||
summary  |
| compensation | matters | ownership | proposals | information | ||||||
|
| |||||||||
 | Independent Director since:
|  |
Age: 56 Committees: Audit | |||||||
Key skills and experience:
| •
|
| |||||||
| • | Consumer/B2B/ | |||||||
| • | Risk | |||||||
| • | Strategic
| |||||||
Career highlights:
| ° | Chief Executive Officer
| ||
| ° | Chief Executive Officer-elect (2022-2023) |
| • | Chief Executive Officer of Reckitt Benckiser Group Plc, a global consumer-goods company (2019-2022) |
| • | PepsiCo, Inc., a leading global food and beverage company
|
| ° | Global Chief Commercial Officer (2019)
| ||
| ° | Chief Executive Officer, Latin America, Europe and Sub-Saharan Africa (2017-2019)
| ||
| ° | Other executive positions (2012-2017)
|
6
Verizon 2023 Proxy StatementOther public company boards:
Starbucks Corporation (since 2023)
Reckitt Benckiser Group Plc (2019-2022)
summary |
| compensation | matters | ownership | proposals | information | ||||||||
Clarence Otis, Jr. (Lead Director) | ||||||||||
 |
| |||||||||
 | Independent Director since: 2006 Age: 67 Committees: Audit |  |
| |||||||
Key skills and experience:
| • | Leadership: Led Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world, as CEO for 10 years, achieving sales growth of over 75% during the period. Known as a purpose-driven and values-based leader, with Darden being recognized by Fortune magazine for four consecutive years during his tenure as one of its 100 Best Companies to Work For. Named one of the most influential directors in the board room by the National Association of Corporate Directors in 2019. |
| • | Consumer/B2B/ |
| • | Financial |
| • | Risk
|
Career highlights:
| ° | Chairman (2005-2014)
| ||
| ° | Chief Executive Officer (2004-2014)
| ||
| ° | Other executive positions (1995-2014) |
| • | Director of the Federal Reserve Bank of Atlanta (2010-2015) |
| • | Investment banker and lawyer specializing in securities and finance |
Other public company boards:
The Travelers Companies, Inc. (since 2017)
VF Corporation (since 2004)
Other public company boards:
The Travelers Companies, Inc. (since 2017)
VF Corporation (since 2004)
MFS Mutual Funds complex (since 2017)
6
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Daniel Schulman | ||||||
 | Independent Director since: 2018 Age: 66 Committees: Human Resources (Chair) | |||||
Key skills and experience:
| • | Leadership: Built a career as a successful and dynamic leader in the fiercely competitive technology and e-commerce space, with a proven track record of creating shareholder value through innovation and a focus on values at numerous companies, including PayPal, which |
| • | 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 |
| • | Technology: Acquired significant expertise in mobile technology and digital innovation over a long career spanning the telecommunications, financial technology and e-commerce industries.
|
Career highlights:
| ° | President and Chief Executive Officer
| ||
| ° | 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.
|
7
Verizon 2023 Proxy StatementOther public company boards:
Lazard, Inc. (since February 2024)
Cisco Systems, Inc. (since October 2023)
PayPal Holdings, Inc. (2015-December 2023)
NortonLifeLock Inc. (formerly Symantec Corporation) (2000-2019)
| Rodney Slater | ||||||||||||||
summary  |
| compensation | matters | ownership | proposals | information | ||||||||
|
| |||||||||
 | Independent Director since: 2010 Age: 69 Committees: Corporate Governance and Policy
|  |
| |||||||
Key skills and experience:
| • | Leadership: Visionary and thoughtful leader in the transportation and infrastructure space, with extensive experience gained through service as U.S. Secretary of Transportation and previous board positions at Kansas City Southern, Transurban Group and Delta Air Lines. Nationally recognized for innovative infrastructure development and forging strategic public and private partnerships. As U.S. Secretary of Transportation, oversaw national transportation policy, spearheaded several historic legislative measures, including record funding for surface transportation investment and aviation safety and security, promoted intermodal transportation systems and led effort to significantly expand high speed rail network. |
| • | Regulatory/public |
| • | Risk |
| • | Strategic
|
Career highlights:
| ° | Senior Partner (2023-present) | ||
| ° | Partner (2001-2023) |
| • | U.S. Secretary of Transportation (1997-2001) |
| • | Administrator, Federal Highway Administration (1993-1997) |
| • | Various policy positions with the State of Arkansas |
Other public company boards:
EVgo Inc. (since 2021)
Stagwell Inc. (since 2021)
Kansas City Southern (2001-2019)
Transurban Group (2009-2018)
Other public company boards:
Stagwell Inc. (since 2021)
EVgo Inc. (2021-May 2023)
Kansas City Southern (2001-2019)
Transurban Group (2009-2018)
7
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
| Carol Tomé | ||||||
 | Independent Director since: 2021 Age: 67 Committees: Finance | |||||
Key skills and experience:
| • | Leadership: Accomplished and skillful leader with a proven track record in |
| • | Consumer/B2B/ |
| • | Financial |
| • | Strategic |
Career highlights:
| • | Chief Executive Officer of United Parcel Service, Inc., the world’s largest package delivery company and a premier provider of global supply chain management solutions (2020-present) |
| • | The Home Depot, Inc., one of the world’s largest home improvement retailers
|
| ° | Executive Vice President – Corporate Services and Chief Financial Officer (2007-2019)
| |
| ° | Chief Financial Officer (2001-2007)
| |
| ° | Other executive positions (1995-2001)
|
8
Verizon 2023 Proxy StatementOther public company boards:
United Parcel Service, Inc. (since 2003)
Cisco Systems, Inc. (2019-2020)
Certain Fidelity Mutual Funds (2017)
Ms. Tomé previously served on our Board in 2020.
| Hans Vestberg (Chairman) | ||||||||||||||
summary  |
| compensation | matters | ownership | proposals | information | ||||||||
|
Age: 58 | |||||||||
 |
|  |
| |||||||
Key skills and experience:
| • | Leadership: Driving Verizon’s leadership position in the deployment of 5G technology and multi-access edge computing in the U.S. Built an industry-leading telecommunications software and services organization at Ericsson, one of the world’s largest telecommunications companies. Member of the board of directors of the United Nations Foundation that actively works with the U.N.’s Sustainable Development Goals. Effectively navigated the challenges of the COVID-19 pandemic, creating a cohesive workplace culture with a focus on diversity, equity and inclusion. |
| • | Strategic |
| • | Technology: Gained significant expertise in mobile technology and telecommunications network architecture as Verizon’s Chief Technology Officer and over his 25-year career at Ericsson. |
| • | Telecommunications: Brings to the Board extensive operational and strategic experience and a deep understanding of the challenges and opportunities presented in the evolving global telecommunications landscape, as well as in-depth knowledge of Verizon’s businesses.
|
Career highlights:
| ° | Chairman (2019-present) and Chief Executive Officer (2018-present)
| ||
| ° | Executive Vice President, President – Global Networks and Chief Technology Officer (2017-2018)
|
| ° | President and Chief Executive Officer (2010-2016)
| ||||||||||
| ° | Chief Financial Officer (2007-2009)
| ||||||||||
| ° | Other executive positions throughout the global operations
|
| |||||||||
9Other public company boards:
BlackRock, Inc. (since 2021)
8
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Verizon 2023 Proxy Statement
Our governance framework
summary |
| compensation | matters | ownership | proposals | information |
The membership, structure, policies and practices of our Board and its committees promote the effective exercise of the Board’s role in the governance of Verizon. In addition, our Corporate Governance Guidelines provide a framework for the Board’s operations and address key governance practices. The Corporate Governance and Policy Committee monitors best practices and developments in corporate governance, considers the views of Verizon’s shareholders, and periodically recommends changes to the Board’s policies and practices, including the Corporate Governance Guidelines. Our Directors provide input on the
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 highly competitive environment in which Verizon operates, the Board believes that Verizon and our shareholders are best served by a Chairman who has broad and deep knowledge of our industry, providing valuable knowledge to the Board and increasing the information available to
To maintain an appropriate level of independent oversight, checks and balances in its governance, and consistent with the Corporate Governance Guidelines, the independent members of the Board have elected an independent Lead Director who has the responsibilities described under “Role of the Lead Director.” Clarence Otis, Jr. currently serves as Lead Director. Mr. Otis acquired significant expertise in financial risk assessment and enterprise risk management as a member of the Federal Reserve Bank of Atlanta Board, multiple public company boards and audit committees, and as CEO of Darden Restaurants, and is well qualified to lead the Board in fulfilling its
The Lead Director and our Chairman and CEO meet and speak with each other regularly about the Company’s strategy and operations and the functioning of the Board. The Lead Director provides a tangible independent source of authority and serves as an impartial resource for the Board to express its views regarding management. In addition, the Lead Director
All Directors play an active role in overseeing Verizon’s business at both the Board and committee level. Every Director
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 | Clarence Otis, Jr. Lead Director
Role of the Lead Director
• Promotes a strong Board culture, including encouraging and facilitating active participation of all Directors • Approves the agenda, schedule and materials for all Board meetings, in consultation with the Chairman • Is available to advise the committee chairs in fulfilling their designated responsibilities • Acts as principal liaison with the Chairman • Chairs executive sessions, including those held to evaluate the CEO’s performance and compensation • Chairs any meeting of the Board if the Chairman is not present • Calls Board meetings and executive sessions as needed • Leads the Board’s annual self-evaluation • Oversees the process for CEO succession planning along with the Human Resources Committee • Acts as a primary point of contact for Board communication with major shareholders and other key stakeholders, as appropriate |
109
Verizon 2023 Proxy Statement
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
This structure also strengthens our independent Directors’ ability to be fully involved in the Board’s operations and decision-making, and to fulfill their risk management and oversight responsibilities.
summary |
| compensation | matters | ownership | proposals | information |
Board meetings and executive sessions
In 2022, our Board of Directors held eight meetings, including six regularly scheduled meetings and two special meetings.
No incumbent Director attended fewer than 75% of the total number of meetings of our Board and the committees to which the Director was assigned in 2022. Directors standing for re-election are expected to attend the annual meeting of shareholders. In 2022, all Directors attended the annual meeting.
The Corporate Governance Guidelines require the independent Directors to meet in executive session without any members of management present at least twice a year to review and evaluate the performance of the Board and to evaluate the performance and approve the compensation of the CEO. In practice, our Board typically meets in executive session during each regular Board meeting.
Service on other boards
Based on the increasing demands placed upon directors and the need to devote sufficient time to fulfill their responsibilities effectively, the Board has a policy that a Director who is an executive officer of a public company should serve on no more than two public company boards, and other Directors should serve on no more than four public company boards.
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 Reports, 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.
11
Verizon 2023 Proxy Statement
summary |
| compensation | matters | ownership | proposals | information • Our independent Directors have discussions with each other and with our CEO, and have informal individual and small group meetings with high potential members of our senior management team in order to gain insight into the Company’s management development program and succession pipeline. • Our committee chairs and Lead Director meet and speak regularly with each other and with members of our management in connection with planning for meetings. All Directors are encouraged to provide suggestions for meeting agendas and materials. • Our Directors periodically attend “deep dives” on current topics of interest and technology training as part of their ongoing Director education program. • Our Directors receive weekly updates on recent developments, press coverage and current events that relate to our business, as well as monthly business operation reviews and analyst reports. |
10
| 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, bribery and corruption, and certain environmental and climate-related risks), and oversee management’s programs and policies to monitor, assess and manage such exposures • Assess Verizon’s overall control environment, including controls related to financial reporting, disclosure, compliance and significant financial and business risks • Appoint, approve fees for, assess the independence and oversee the work of the independent registered public accounting firm • Oversee financial reporting and disclosure matters, including review of the annual and quarterly reports on Forms 10-K and 10-Q, earnings releases and guidance, and the process for the CEO and • Oversee Verizon’s internal audit function and review significant internal audit findings and recommendations • Assess Verizon’s compliance processes and programs, including the Code of Conduct • Review the Chief Compliance Officer’s annual report regarding anti-corruption compliance, compliance with significant regulatory obligations, export controls and data protection • Assess policies and procedures for executive officer expense accounts and perquisites, including the use of corporate assets • Assess procedures for handling complaints and confidential, anonymous employee submissions relating to accounting, internal accounting controls or auditing matters • Review reports and disclosures of significant conflicts of interest and related person transactions The Board has determined that each of Ms. | Members
Shellye Archambeau
Laxman Narasimhan Clarence Otis, Jr. Gregory Weaver
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 and recommend to the Board candidates for election as Directors • Recommend Directors to serve as members of each Board committee and as committee chairs • Review potential related person transactions • Facilitate the annual assessment of the performance of the Board and its committees • Serve as hub for oversight of ESG, including ESG commitments, reporting and engagement, corporate responsibility and sustainability • Oversee Verizon’s position and engagement on important public policy and technology issues, including those relating to political contributions, lobbying activities and human rights, that may affect our business and reputation • Review the activities of Verizon’s community and social impact initiatives, including philanthropic activities | Members Shellye Archambeau (Chair) Vittorio Colao Melanie Healey Laxman Narasimhan Rodney Slater
5 | |||
1211
| Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |
Verizon 2023 Proxy Statement
Finance Committee
summary |
| compensation | matters | ownership | proposals | information |
Finance Committee
Key responsibilities and activities
• Monitor Verizon’s capital needs, • Monitor expenditures under the annual capital plan approved by our Board • Review Verizon’s policies and strategies for managing currency, interest rate, renewable energy and counterparty exposures • Review and approve Verizon’s derivatives policy, and monitor the use of derivatives, including our renewable power purchase agreement strategy • Review Verizon’s insurance and self-insurance programs • Oversee the investment of pension assets and the funding of pension and other postretirement benefit obligations | Members Mark Bertolini (Chair) Roxanne Austin Vittorio Colao Clarence Otis, Jr. Carol Tomé Gregory Weaver
5
|
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 • 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
5 | |||
1312
Verizon 2023 Proxy Statement
summary |
| Proxy summary | Governance | Executive compensation | Audit matters | matters | Stock ownership | ownership | Shareholder proposals | 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. WhileThe Lead Director generally leads the assessment process, is generally led by the Lead Director,but the Board periodically engages a third-party consulting firm to bring an outside perspective to the process. As part of the annual assessment, each Director completes a detailed written questionnaire designed to elicit suggestions for improving the effectiveness of the Board and committee effectivenessits committees, and to obtain feedback on a range of issues, including Board leadership, culture, corporate purpose and strategy, composition and structure, and risk management. In addition,Following the Directors’ submissions of their completed questionnaires, the Lead Director or the third-party consulting firm conducts individual interviews with each of the independent Directors to discuss these topics, among others. The Lead Director then facilitates an evaluation session with the full Board discussesto discuss the feedback received from the questionnaires and interviews during an evaluation session facilitated byfrom the Lead Director.Director interviews. The evaluation for 20222023 was conducted by the Lead Directora third-party consulting firm and concluded that the Board and its committees are operating effectively. Recommendations in recent years to further enhance Board effectiveness, which we addressed, have included continued focus on Board refreshment, strategic and operational oversight, and the development of Verizon’s next generation of leaders.
In addition to annual assessments, the Board evaluates and modifies its oversight of Verizon’s operations on an ongoing basis. During their executive sessions, the independent Directors consider agenda topics that they believe deserve additional focus and raise new topics to be addressed in future meetings.
The Corporate Governance and Policy Committee annually appraises the framework for our Board and committee assessment processes.
Board and committee assessment process | ||||||||||||||||||||||||||||
| Feedback solicited | ||||||||||||||||||||||||||||
| One-on-one discussions | Reporting back | Closed session discussion | Feedback incorporated | |||||||||||||||||||||||||
|
Candid, one-on-one discussions between the Lead Director or third-party consulting firm and Directors to elicit additional feedback |
A summary of the assessment results provided to the Board |
Closed session discussion of the assessment results facilitated by the Lead Director |
Policies and practices updated as appropriate to address any suggestions or enhancements per the assessment | ||||||||||||||||||||||||
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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 may include presentations by thought leaders and industry experts, formal education sessions, meetings with management subject matter experts, participation in industry forums and site visits.
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 regularregularly scheduled Board meeting.meeting allocates substantial time for a strategy review. During these reviews, the Board engages with senior management regarding the competitive landscape, operational objectives and challenges and regulatory developments.
1413
Verizon 2023 Proxy Statement
summary |
| Proxy summary | Governance | Executive compensation | Audit matters | matters | Stock ownership | ownership | Shareholder proposals | proposals | Additional information |
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 closely with senior management to develop a comprehensive view of Verizon’s key short- and long-term business risks. Verizon has a formalized business risk management reporting process that is designed to provide visibility to the Board about critical risks and risk mitigation strategies.
The Board of Directors overseesuses several different levels of review in overseeing the management of risks inherent in the operation of Verizon’s businesses and the implementation of itsour strategic plan by using several different levels of review.plan. 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 Board committee has full access to management and may engage independent advisors. As part of the Board’s risk oversight function, the Board regularly brings in outside advisors and experts to speak to the Board on topics including emerging business risks. In 2022,2023, these topics included geopolitical, technological and economic risks, opportunities and trends.
Enterprise risk management program.management. The Audit Committee oversees the operations of Verizon’s Enterprise Risk Management program, which identifies the primary risks to Verizon’s business and also assesses Verizon’s overall control environment, including controls related to financial reporting, disclosure, compliance and significant financial and business risks. These risks inform Board and Audit Committee discussion topics throughout the year.
Senior management teams from across the business meet with the Audit Committee, on at least a semi-annual basis, to discuss the primary risks associated with their respective business units and functions, and related risk mitigation initiatives. As part of Verizon’s annual enterprise risk assessment process, the Audit Committee also reviews key business risks with the Chief Financial Officer,CFO, the Senior Vice President of Internal Audit and the Chief Compliance Officer.
| • | The CFO updates the Audit Committee on a quarterly basis on the activities of the Verizon Management Audit Committee, which has management oversight responsibility for the implementation of the Enterprise Risk Management program. |
| • | Verizon’s Senior Vice President of Internal Audit, who functionally reports directly to the Audit Committee, facilitates the Committee’s oversight of the Company’s implementation of risk management controls and methodologies to address identified risks, including financial, operational, regulatory and compliance risks. |
| • | Verizon’s Chief Compliance Officer, who also functionally reports directly to the Audit Committee, oversees periodic risk assessments of specific compliance risk areas, such as anti-corruption, and reports the findings to the Committee. |
The Chief Financial Officer updates the Audit Committee on a quarterly basis on the activities of the Verizon Management Audit Committee, which has management oversight responsibility for the implementation of the Enterprise Risk Management program.
Verizon’s Senior Vice President of Internal Audit, who functionally reports directly to the Audit Committee, facilitates the Committee’s oversight of the Company’s implementation of risk management controls and methodologies to address identified risks, including financial, operational, regulatory and compliance risks.
Verizon’s Chief Compliance Officer, who also functionally reports directly to the Audit Committee, oversees periodic risk assessments of specific compliance risk areas, such as anti-corruption, and reports the findings to the Committee.
The Committee routinely meets privately with representatives from the independent registered public accounting firm, the Senior Vice President of Internal Audit, and the Chief Legal Officer.
Strategic crisis management. InThe Company maintains a Strategic Crisis Management Program in order to position Verizonour leadership team 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.crisis. The Program defines clear roles and responsibilities in dealing with various potential crises and outlines a process to make decisions and implement appropriate actions on a timely basis. Through the Program, the Verizon Strategic Crisis Leadership Team is positioned to assume executive ownership of strategic crisis events through drills and scenario-based training. The Program also includes employee crisis awareness training, in order to encouragewhich encourages employees across the Company to quickly identify and report circumstances or events that could develop into a strategic crisis, so that our leadership team can take appropriate steps in response. In addition, our Board of Directors maintains a Board Crisis Response Plan, which is structured to be used in connection with any crisis that could have a significant strategic impact on the Company’s brand, reputation, or finances, or legal, political or regulatory position. The Plan provides a framework for appropriate Board oversight and assessment of the response to a crisis that allows the necessary flexibility to address the different types of crises that might arise.
Financial risk and capital allocation. The Finance Committee assists our Board in its oversight of financial risk management. In performing this function, the Finance Committee monitors Verizon’s capital needs and financing plans and oversees the strategy for managing risks related to currency, interest rate, renewable energy and counterparty exposures. The Finance Committee reviews and approves the 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 and appropriately managing the environmental and social risks arising from our operations are fundamental to the long-term success of our Company. The Corporate Governance and Policy Committee oversees corporate responsibility, public policy and sustainability. Verizon has a centralized ESG team that is dedicated to enhancing the Company’s sustainability reporting and stakeholder engagement on environmental, social and governanceESG issues that align with Verizon’s core business strategy. This cross-functional team focuses on strategic areas including governance, reporting, human rights and environmental sustainability and also oversees Verizon’s efforts to deliver on itsour ESG commitments. The Senior Vice President, Deputy General Counsel and Corporate Secretary regularly provides the Corporate Governance and Policy Committee with updates on the Company’s ESG priorities, commitments, stakeholder engagement and reporting. In addition, the ESG, team partners with the Enterprise Risk Management teamand Accounting Policy teams together comprise our ESG Center of Excellence, which is implementing an expanded internal control framework for ESG information to bolster Verizon’s controls framework that collects, managesfacilitate our compliance with climate-related laws and reports on the information required for all of its ESG-related public disclosures.regulations.
Environmental sustainability and climate. To address climate-related risks, Verizon has set long-term and interim targets to address current and future climate-related risks. Oura long-term goal is to achieve net-zero emissions in our operations by 2035. In support of this goal, we expectWe have set interim Science-based Target Initiative-approved targets to sourcereduce operational and value chain emissions, as well as renewable energy equivalent to 50% of our annual electricity usage by 2025 and 100% by 2030. We also have a science-based target to reduce our operational emissions by 53% (over a 2019 baseline) by 2030.targets. We are upgrading and hardening our infrastructure to be prepared for a changing climate, improving energy efficiency across our networks and facilities, making substantial investments in renewable energy, and developing solutions to help our customers to reduce their carbon footprints. Several of our Directors have experience with climate-related issues, including renewable energy, network resilience, innovative technological solutions and emissions management.
Each committee of the Board oversees the management of the specific risks related to our environmental sustainability strategy and the transition to a low carbonlow-carbon economy that fall under the committee’s area of responsibility:
| • | Audit |
| • | Corporate Governance and Policy |
| • | Finance |
| • | Human Resources |
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 |
| • | Cybersecurity.To more effectively address the cybersecurity threats posed today, Verizon has a dedicated Chief Information Security Officer (CISO) whose team is responsible for leading enterprise-wide information security strategy, policy, standards, architecture and processes. Verizon’s comprehensive information security program includes, among other aspects, cyber defense including incident response and resiliency planning and testing, product and platform security, cyber architecture and engineering, identity and access management, and risk assessment and management including |
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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 and technology issues andimpacting 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 risks relatingrelated to Verizon’s position and engagement on important public policy and technology issues, as well as individual events and incidents that may affect the Company’s business and reputation. Each year,At least annually, Verizon’s Chief Legal Officer updates the Committee on the current policy and technology issues facing the Company that may generate publicity and impact corporate reputation. Through this annual briefing,Periodically throughout the year, the Committee reviews and discusses with management the most pressing known reputational issues and the Company’s position on each issue, as well as the processes in place to anticipate potential developments in each of the identified areas and to quickly respond to any such developments in a timely manner. Outside the regular meeting cycle, management informs the Board of current developments that maycould pose reputational risks to the industry or the Company.
Political activities and lobbying. Verizon adheres to the highest ethical standards when engaging in any political activity. The Corporate Governance and Policy Committee oversees our political activity, including lobbying, and receives a comprehensive briefing from the Senior Vice President of Public Policy and Government Affairs on these activities at least annually. Moreover, Verizon’s political activity is subject to robust internal controls. The Code of Conduct requires that all lobbying activities on behalf of Verizon be authorized by public policy or legal personnel. Corporate policy and training materials provide guidance to employees regarding legal requirements in connection with lobbying activities.
Verizon understands that transparency regarding our political activity is critical to maintaining the trust of our stakeholders. We publish a political engagement reportPolitical Engagement Report on our corporate website that is updated twice a yearyear. This report describes our current policy priorities, provides information about lobbying activities and lists all political action committee contributions and corporate political contributions. Our report also discloses our Public Policy and Government Affairs organization’s significant memberships in trade associations and issue advocacy organizations, and lists all of our PAC contributions, corporate political contributions, support for which our support reaches at least $50,000 annually.ballot initiatives and independent expenditures for the period covered. Verizon supports thesetrade associations and issue advocacy organizations for a number of reasons, including to reflect our interest in the community, to acquire valuable industry and market expertise and to support specificour strategic policy andpositions, business goals and interests. TheseWe recognize that we may not always agree with every position of each organization or its members and that these groups often have a diversity of members, interests and viewpoints that domay not necessarilyalways reflect Verizon’s beliefs or priorities. In order to mitigate reputational risks associated with our engagement with these organizations, we regularly review our participation to confirm ongoing alignment with our corporate priorities and we may not always agree with all of the positions of each organization or its members.goals. When we disagree with a position of an organization we support, we communicate our concerns through the senior executives who interact with these organizations. 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 itsour Human Rights Statement, Verizon is committed to operating with respect for internationally recognized human rights. We have a dedicated Business and Human Rights Program that works to embed human rights considerations into responsible business decision-making processes across the Company. The Corporate Governance and Policy Committee oversees our human rights work.
Anti-corruption. Verizon has a robust anti-corruption program to comply with applicable anti-corruption rules, including the Foreign Corrupt Practices Act and the U.K. Bribery Act. As part of this program, the Audit Committee receives annual reports summarizing the Company’s continued compliance with applicable anti-corruption rules on a Company-wide basis and within the various business units and corporate functions. Every two years, we review and assess our anti-corruption program with the goal of finding areas for improvement. This process is done under the direction of our Chief Compliance Officer, who reports the findings to the Audit Committee.
Oversight of human capital management
The Human Resources Committee is charged with oversight of our strategies, initiatives and programs related to human capital management, including with respect to employee diversity, equity and inclusion, talent acquisition, retention and development, employee engagement, pay equity and corporate culture. In addition, the full Board periodically discusses these topics.
Culture and employee engagement. Our Board views our employees as one of Verizon’s most critical assets and regularly receives briefings from the CEO and the Chief Human Resources Officer on initiatives to strengthen our company culture and encourage employee engagement. The CEO reviewsand the Chief Human Resources Officer review with the Board the results of the “Pulse” surveys completed by employees across the Company. Periodically, our Directors attend employee town halls and participate in leadership forums with employees.
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Diversity, equity and inclusion. Verizon is committed to creating a collaborative, inclusive, equitable and diverse environment – within Verizon, with our customers, and among our business partners and suppliers. The Board views this commitment as a business imperative and a competitive advantage. To promote diversity in our workforce and encourage the contribution of diverse business partners to our success, the Human Resources Committee has included diversity targets as performance measures in the Short-Term Plan for over 20 years. The Chief Human Resources Officer reviews diversity representation and initiatives with the Committee at least annually. Additionally, the Corporate Governance and Policy Committee regularly reviews and discusses Board diversity matters. The Finance Committee also receives regular updates from our Senior Vice President and Treasurer about the Company’s efforts to foster diversity, equity and inclusion in the capital markets through our financing activities.
Succession planning and talent 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 the Human Resources Committee regularly consult with the CEO on Verizon’s organizational needs and competitive challenges, the potential of key managers, and plans for future developments and emergency situations. As part of this process, the Board and the Human Resources Committee also seek input from the Chief Human Resources Officer, as well as advice on related compensation issues from the Human Resources Committee’s independent compensation consultant.
Our Board generally conducts an 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 consideredfor consideration as potential future senior executives.
Our goal is to develop well-rounded, experienced and diverse senior leaders. High potentialHigh-potential executives are challenged regularly with additional responsibilities, new positions or promotions to expose them to our diversevarious 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 CommitteeBoard receives a briefing on the Company’s health and safety protocols,matters, including 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 Senior Vice President, Deputy General Counsel and 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 OfficerCFO and the Controller. The Code of Conduct describes each employee’s responsibility to conduct business with the highest ethical standards and provides guidance about preventing, reporting and remediating potential compliance violations in key areas. Verizon thoroughly investigates all claims of misconduct. Various types of cases are reported to the Chief Compliance Officer, who discusses the most serious Code of Conduct violations with the Audit Committee at least annually.
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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 senior executives or Directors. In the unlikely event of an amendment or a waiver, we will promptly disclose the Board’s action on the Corporate Governance section of our website.website at www.verizon.com/about/investors/corporate-governance.
Related person transactions. The Board has adopted the Related Person Transaction Policy that is included in the Corporate Governance Guidelines. The Corporate Governance and Policy Committee reviews transactions between Verizon and any of our Directors or executive officers or members of their immediate families to determine if any participants have a material interest in the transaction. If the Committee determines that a material interest exists, based on the facts and circumstances of each case, the Committee may approve, disapprove, ratify or cancel the transaction or recommend another course of action. Any Committee members who are involved in a transaction under review do not participate in the Committee’s deliberations. During 2022,2023, 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 and engagement program is an essential component of maintaining our strong corporate governance practices. Ongoing communication with our investors helps our Board and senior management gather useful feedback on a wide range of topics. In our discussions with investors, we seek their input on a variety of corporate governance, compensation and ESG topics that may impact our business or reputation. We strive for a collaborative approach with investors to solicit and understand a variety of perspectives. These engagements include the participation of our independent Lead Director, Clarence Otis, Jr., or other Directors, when requested and appropriate. Shareholder feedback is regularly summarized and shared with our Board.
In 2022,2023, topics covered in engagement included:
Environmental
• Climate change •
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| Social
• Artificial intelligence (AI) • Cybersecurity • Data privacy • Digital inclusion •
•
•
| Governance
• Board diversity and skills •
•
•
•
•
| Disclosure
• ESG ratings •
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•
•
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Our Lead Director, ClarenceClarenc e Otis, Jr., discusses 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 andsafety. Our ESG team also oversees Verizon’s efforts to deliver on itsour ESG commitments. Our ESG reporting is aligned with the SASB Standard for the telecommunications industry, the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), the Global Reporting Initiative and U.N.United Nations Global Compact. 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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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 provided under “Contacting us.”
In addition, you can access all of Verizon’s ESG reporting, including our ESG Reports, TCFD Reports, 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.
The information contained on any website referred to in this proxy statement is provided for reference only and is not incorporated herein by reference.
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 withconcerning 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 2023 Proxy Statement
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Non-employee Director compensation
The Human Resources Committee, in consultation with its independent compensation consultant, reviews and recommends non-employee Director compensation. In 2022,2023, each non-employee Director of Verizon was entitled toreceived a grant of Verizon share equivalents valued at $210,000 on the grant date and an annual cash payment of $125,000. The Chairs of the Corporate Governance and Policy Committee and the Finance Committee were entitled to receiveeach received an additional annual cash payment of $20,000, and the Chairs of the Audit Committee and the Human Resources Committee were entitled to receiveeach received an additional annual cash payment of $30,000. The Lead Director was entitled toreceived 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 2022, each non-employee Director also received a grant of Verizon share equivalents valued at $175,000 on the grant date.$75,000. No meetingadditional fees were paid if a non-employee Director attended a Board or committeefor 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.attendance.
Each non-employee Director who joined our Board in 2022 was entitled to receive a one-time grant of 3,000 Verizon share equivalents valued at the closing price on the date the new Director joined our Board. Mr. Colao did not receive such a grant upon joining the Board in 2022, because he previously received one in 2019 in connection with his prior service on the Board.
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 made the following changes to the Director compensation program that are effective January 2023: (i) eliminated the $2,000 meeting fees received by non-employee Directors for attending Board or committee meetings held on days other than the day before or the day of a regularly scheduled Board meeting, (ii) eliminated the one-time grant of 3,000 Verizon share equivalents upon joining the Board, (iii) increased the value of the annual grant of Verizon share equivalents from $175,000 to $210,000, and (iv) increased the additional cash payment to the Lead Director from $50,000 to $75,000. The Board also increased the stock ownership requirement for Directors to five times the annual cash component of the annual Board retainer within 4 years of joining the Board (up from three times within 3 years of joining the 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. 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)payments 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.
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What we don’t do
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