DEF 14A of Verizon Communications Inc, Mar 25, 2024

DEF 14A of Verizon Communications Inc

Filed Mar 25, 2024 · FY20230001308179-24-000279

Open on EDGAR

  1. Our nominees at a glance

    Our nominees at a glance

  2. Our nominees at a glance

    | | | | | | | Shellye Archambeau | Roxanne Austin | Mark Bertolini | Vittorio Colao | Laxman Narasimhan | | | | | | | | Clarence Otis, Jr. | Daniel Schulman | Rodney Slater | Carol Tomé | Hans Vestberg |

  3. Our nominees at a glance

    | 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 |

  4. Our nominees at a glance

    | * Committee memberships are as of March 25, 2024. |

  5. Our nominees at a glance

    | | Independent | | Committee Chair | | Audit Committee Financial Expert |

  6. Our nominees at a glance

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  7. Executive compensation program highlights

    | 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 |

  8. Item 1: Election of Directors

    Item 1: Election of Directors

  9. Nominees for election

    Nominees for election Our Board has nominated the 10 candidates below, all of whom currently serve as Directors of Verizon, for election as Directors. Each candidate has consented to stand for election, and we do not anticipate that any candidate will be unavailable to serve. If any candidate were to become unavailable before the election, the proxy committee could vote the shares it represents for a substitute named by the Board. Each candidate has submitted an irrevocable, conditional letter of resignation that our Board will consider if that candidate fails to receive a majority of the votes cast. Biographical information for each Director nominee follows, including career highlights, the key skills and experience that we believe each Director nominee brings to our Board, and other public board directorships. All of our nominees bring more qualifications to the Board than those highlighted in their biographies, and these are reflected in the aggregate Board composition statistics provided in the Proxy Summary. When deciding to re-nominate these Directors, the Corporate Governance and Policy Committee and the Board considered each Director’s individual qualifications, as well as the aggregate of skills and experience represented on the Board, in light of the Company’s strategy and expected future business needs.

  10. Nominees for election

    | | The Board of Directors recommends that you vote FOR the election of the following Director candidates. |

  11. Nominees for election

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  12. Nominees for election

    | Shellye Archambeau | | | | Independent Director since: 2013 Age: 61 Committees: Audit Corporate Governance and Policy (Chair) |

  13. Nominees for election

    Key skills and experience:

  14. Nominees for election

    | • | 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. |

  15. Nominees for election

    Career highlights:

  16. Nominees for election

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

  17. Nominees for election

    | ° | Chief Executive Officer (2002-2018) |

  18. Nominees for election

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

  19. Nominees for election

    Other public company boards: Okta, Inc. (since 2018) Roper Technologies, Inc. (since 2018) Nordstrom, Inc. (2015-2022)

  20. Nominees for election

    | Roxanne Austin | | | | Independent Director since: 2020 Age: 63 Committees: Audit (Chair) Finance |

  21. Nominees for election

    Key skills and experience:

  22. Nominees for election

    | • | Leadership: Seasoned leader who served as CEO of Move Networks, President and COO of DIRECTV, and CFO of Hughes Electronics. Named 2018 Director of the Year – Corporate Leadership and Service by the Forum for Corporate Directors and one of the most influential directors in the board room by the National Association of Corporate Directors in 2022 and 2013. Serves as co-chair of the annual Corporate Governance Conference at Northwestern’s Kellogg School of Management. | | • | Cybersecurity: Acquired significant cybersecurity experience through her extensive management and operating roles in a range of technology industries, including service as a director of CrowdStrike, a leader in cloud-delivered endpoint protection. | | • | Financial expertise: Developed a comprehensive background in finance and accounting as a public company audit committee member, CFO of Hughes Electronics and a partner at Deloitte & Touche LLP. Chaired the Mid Market Investment Advisory Committee of EQT Partners from 2017 to 2023. | | • | Strategic planning: Oversaw a dramatic turnaround of the business within one year of her arrival at DIRECTV, with cash flow increasing from negative $400 million annually to cash flow positive by $400 million, and revenue increasing by 40%. Overhauled customer service at DIRECTV, resulting in the company winning J.D. Power’s award ranking #1 in customer satisfaction. |

  23. Nominees for election

    Career highlights:

  24. Nominees for election

    | • | 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) |

  25. Nominees for election

    Other public company boards: AbbVie, Inc. (since 2013) CrowdStrike Holdings, Inc. (since 2018) Freshworks Inc. (since 2021) Abbott Laboratories Inc. (2000-2022) Teledyne Technologies Incorporated (2006-2021) Target Corporation (2002-2020) Ericsson (2008-2016)

  26. Nominees for election

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  27. Nominees for election

    | Mark Bertolini | | | | Independent Director since: 2015 Age: 67 Committees: Finance (Chair) Human Resources |

  28. Nominees for election

    Key skills and experience:

  29. Nominees for election

    | • | 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. |

  30. Nominees for election

    Career highlights:

  31. Nominees for election

    | • | Chief Executive Officer of Oscar Health, Inc., a health insurance company built around a full stack technology platform (April 2023-present) | | • | Co-Chief Executive Officer of Bridgewater Associates, LP, a global investment management firm (2022-March 2023) | | • | Aetna Inc., a multi-national, Fortune 100 diversified healthcare benefits company |

  32. Nominees for election

    | ° | Chairman (2011-2018) | | ° | Chief Executive Officer (2010-2018) | | ° | President (2007-2010) | | ° | Other executive positions (2003-2007) |

  33. Nominees for election

    | • | Executive positions at Cigna, NYLCare Health Plans and SelectCare, Inc. (1985-2003) |

  34. Nominees for election

    Other public company boards: Oscar Health, Inc. (since April 2023) CVS Health Corporation (2018-2020)

  35. Nominees for election

    | Vittorio Colao | | | | Independent Director since: 2022 Age: 62 Committees: Corporate Governance and Policy Finance |

  36. Nominees for election

    Key skills and experience:

  37. Nominees for election

    | • | Leadership: Built and transformed Vodafone Group Plc through organic growth, acquisitions and sales into one of the world’s largest communications companies with mobile operations in 24 countries and partnerships in over 40 more countries. | | • | Consumer/B2B/retail: Grew Vodafone to serve, directly and through joint ventures, approximately 640 million mobile customers, 21 million broadband customers and 14 million TV customers. Additional consumer experience with RCS MediaGroup, a leading Italian publishing company. | | • | Technology: Led Vodafone in the rapid and continuous development of mobile and other communications technology, with intensive capital spending to enhance high speed mobile networks, provide broadband and enterprise services, enhance the secure exchange of data, and develop 5G and the internet of things. | | • | Telecommunications: Brings a valuable global perspective on, and extensive operational experience with, the rapidly changing telecommunications industry. Led Italy’s efforts to roll out broadband and 5G connectivity across the country as Italian Minister for Innovation, Digital Transition and Space. Provides unique insight into Verizon Wireless’ business as a result of his five-year tenure on the Board of Representatives when Verizon Wireless was still a joint venture between Vodafone and Verizon. |

  38. Nominees for election

    Career highlights:

  39. Nominees for election

    | • | Italian Minister for Innovation, Digital Transition and Space (2021-2022) | | • | Vodafone Group Plc, a global mobile communications company |

  40. Nominees for election

    | ° | Chief Executive (2008-2018) | | ° | Director (2006-2018) | | ° | Other executive positions, including Regional Chief Executive Officer for Southern Europe, Middle East and Africa (1999-2004) |

  41. Nominees for election

    | • | Member, Verizon Wireless Board of Representatives (2008-2013) | | • | Senior Advisor, Vice Chairman EMEA, General Atlantic (2019-2021; 2023-present) |

  42. Nominees for election

    Other public company boards: Unilever PLC and Unilever N.V. (2015-2021) Mr. Colao previously served on our Board from 2019 to 2021.

  43. Nominees for election

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  44. Nominees for election

    | Laxman Narasimhan | | | | Independent Director since: 2021 Age: 56 Committees: Audit Corporate Governance and Policy |

  45. Nominees for election

    Key skills and experience:

  46. Nominees for election

    | • | Leadership: Insightful and strategic leader with wide experience across the consumer goods sector and a proven track record in developing purpose-led brands, including as CEO of Starbucks and Reckitt Benckiser Group Plc, a global consumer health, hygiene and nutrition company. Credited with improving sales and profit while managing approximately $18 billion in revenue at businesses across 100 countries and 125,000 employees as CEO of PepsiCo’s Latin America, Europe and Sub-Saharan Africa operations. | | • | Consumer/B2B/retail: Provides valuable expertise and thought leadership in helping complex, global consumer-facing businesses improve demand and widespread appeal for core brand name labels. Prior to joining Starbucks, Reckitt Benckiser and PepsiCo, spent 19 years at McKinsey & Company, focusing on its consumer, retail and technology practices in the United States, Asia and India. | | • | Risk management: Developed significant risk management experience, including supply chain risk management experience, while piloting Reckitt Benckiser through the supply chain disruptions of the COVID-19 pandemic. | | • | Strategic planning: Articulated corporate purpose at Reckitt Benckiser and led the company through a major strategic transformation and a return to sustainable growth. Eliminated complexity and simplified operations in order to remain agile and manage surging demand for certain consumer products during the COVID-19 pandemic. |

  47. Nominees for election

    Career highlights:

  48. Nominees for election

    | • | Starbucks Corporation, the premier roaster, marketer and retailer of specialty coffee in the world |

  49. Nominees for election

    | ° | Chief Executive Officer (2023-present) | | ° | Chief Executive Officer-elect (2022-2023) |

  50. Nominees for election

    | • | Chief Executive Officer of Reckitt Benckiser Group Plc, a global consumer-goods company (2019-2022) | | • | PepsiCo, Inc., a leading global food and beverage company |

  51. Nominees for election

    | ° | Global Chief Commercial Officer (2019) | | ° | Chief Executive Officer, Latin America, Europe and Sub-Saharan Africa (2017-2019) | | ° | Other executive positions (2012-2017) |

  52. Nominees for election

    | • | McKinsey & Company (1993-2012) |

  53. Nominees for election

    Other public company boards: Starbucks Corporation (since 2023) Reckitt Benckiser Group Plc (2019-2022)

  54. Nominees for election

    | Clarence Otis, Jr. (Lead Director) | | | | Independent Director since: 2006 Age: 67 Committees: Audit Finance Human Resources |

  55. Nominees for election

    Key skills and experience:

  56. Nominees for election

    | • | Leadership: Led Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world, as CEO for 10 years, achieving sales growth of over 75% during the period. Known as a purpose-driven and values-based leader, with Darden being recognized by Fortune magazine for four consecutive years during his tenure as one of its 100 Best Companies to Work For. Named one of the most influential directors in the board room by the National Association of Corporate Directors in 2019. | | • | Consumer/B2B/retail: Brings deep and valuable insights into consumer services and retail operations gleaned from his experience leading a Fortune 500 company that owned well-known national consumer brands including Olive Garden, LongHorn Steakhouse, Red Lobster and Capital Grille. Further consumer and retail expertise through board position at VF Corporation, which owns well-known national brands including Timberland and North Face. | | • | Financial expertise: Gained substantial financial expertise through, among other roles, investment banking positions of increasing seniority over 12 years, the CFO role at Darden, serving as a director of the Federal Reserve Bank of Atlanta and as trustee or director of mutual funds pursuing a wide array of investment strategies. | | • | Risk management: Acquired significant expertise with financial risk assessment and enterprise risk management during his career in investment banking and at Darden, as well as through his many years of service on the Federal Reserve Bank of Atlanta Board, the audit committees of VF Corporation and Verizon, the Investment & Capital Markets Committee of Travelers and as a trustee of 138 funds within the MFS Mutual Funds complex. |

  57. Nominees for election

    Career highlights:

  58. Nominees for election

    | • | Darden Restaurants, Inc. |

  59. Nominees for election

    | ° | Chairman (2005-2014) | | ° | Chief Executive Officer (2004-2014) | | ° | Other executive positions (1995-2014) |

  60. Nominees for election

    | • | Director of the Federal Reserve Bank of Atlanta (2010-2015) | | • | Investment banker and lawyer specializing in securities and finance |

  61. Nominees for election

    Other public company boards: The Travelers Companies, Inc. (since 2017) VF Corporation (since 2004) MFS Mutual Funds complex (since 2017)

  62. Nominees for election

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  63. Nominees for election

    | Daniel Schulman | | | | Independent Director since: 2018 Age: 66 Committees: Human Resources (Chair) |

  64. Nominees for election

    Key skills and experience:

  65. Nominees for election

    | • | Leadership: Built a career as a successful and dynamic leader in the fiercely competitive technology and e-commerce space, with a proven track record of creating shareholder value through innovation and a focus on values at numerous companies, including PayPal, which reached approximately 430 million active accounts across more than 200 markets, Priceline, and Virgin Mobile USA. | | • | Cybersecurity: Gained extensive cybersecurity and risk management experience as a director of Symantec Corporation, a global leader in cybersecurity, for nearly 20 years, including serving as the independent chairman for 6 years. | | • | Strategic planning: Spearheaded innovation and growth at start-ups and established companies, including Priceline, where he grew annual revenues from $20 million to nearly $1 billion over two years, Virgin Mobile USA, where he successfully built a pre-paid cellphone business, American Express, where he expanded global mobile and online payment services, and PayPal, where he achieved significant revenue growth. | | • | Technology: Acquired significant expertise in mobile technology and digital innovation over a long career spanning the telecommunications, financial technology and e-commerce industries. |

  66. Nominees for election

    Career highlights:

  67. Nominees for election

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

  68. Nominees for election

    | ° | President and Chief Executive Officer (2015-September 2023) | | ° | President and CEO-Designee (2014-2015) |

  69. Nominees for election

    | • | 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. |

  70. Nominees for election

    Other public company boards: Lazard, Inc. (since February 2024) Cisco Systems, Inc. (since October 2023) PayPal Holdings, Inc. (2015-December 2023) NortonLifeLock Inc. (formerly Symantec Corporation) (2000-2019)

  71. Nominees for election

    | Rodney Slater | | | | Independent Director since: 2010 Age: 69 Committees: Corporate Governance and Policy Human Resources |

  72. Nominees for election

    Key skills and experience:

  73. Nominees for election

    | • | Leadership: Visionary and thoughtful leader in the transportation and infrastructure space, with extensive experience gained through service as U.S. Secretary of Transportation and previous board positions at Kansas City Southern, Transurban Group and Delta Air Lines. Nationally recognized for innovative infrastructure development and forging strategic public and private partnerships. As U.S. Secretary of Transportation, oversaw national transportation policy, spearheaded several historic legislative measures, including record funding for surface transportation investment and aviation safety and security, promoted intermodal transportation systems and led effort to significantly expand high speed rail network. | | • | Regulatory/public policy: Brings a strategic, collaborative and result-oriented approach to oversight of regulatory and public policy issues developed over his long and accomplished career in both the public and private sectors. | | • | Risk management: Globally recognized advisor for reputational risk management, corporate compliance and emergency preparedness, having served as an independent monitor/advisor for Toyota, Takata and Fiat Chrysler as these companies worked through safety issues, and coordinated the Federal Highway Administration’s response to several major natural disasters. | | • | Strategic planning: Implemented a groundbreaking strategic plan for the U.S. Department of Transportation to expand its focus on safety, mobility and access, economic development and trade, the environment and national security. Developed an innovative financing and contracting program at the Federal Highway Administration that produced significant operational and cost efficiencies. |

  74. Nominees for election

    Career highlights:

  75. Nominees for election

    | • | Squire Patton Boggs LLP, a law firm |

  76. Nominees for election

    | ° | Senior Partner (2023-present) | | ° | Partner (2001-2023) |

  77. Nominees for election

    | • | U.S. Secretary of Transportation (1997-2001) | | • | Administrator, Federal Highway Administration (1993-1997) | | • | Various policy positions with the State of Arkansas |

  78. Nominees for election

    Other public company boards: Stagwell Inc. (since 2021) EVgo Inc. (2021-May 2023) Kansas City Southern (2001-2019) Transurban Group (2009-2018)

  79. Nominees for election

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  80. Nominees for election

    | Carol Tomé | | | | Independent Director since: 2021 Age: 67 Committees: Finance |

  81. Nominees for election

    Key skills and experience:

  82. Nominees for election

    | • | Leadership: Accomplished and skillful leader with a proven track record in growing and innovating at both consumer and B2B businesses with large geographic footprints and employee bases. Guided UPS through an unprecedented surge in demand while improving competitiveness and reducing bureaucracy during the COVID-19 pandemic. Spearheaded initiatives to improve the employee experience and maintain a strong talent pipeline. Demonstrated strong financial leadership as CFO for over 18 years at Home Depot, with responsibility for all corporate finance matters including financial reporting, financial planning and analysis, financial operations, internal audit, investor relations and tax. Led strategic business development during a critical time for Home Depot, as well as the IT and cybersecurity function. | | • | Consumer/B2B/retail: Leading efforts at UPS to optimize B2B profits through the use of automated technologies and enhanced distribution networks to improve delivery volumes. Reinvigorated Home Depot’s consumer business while navigating the Great Recession and housing crisis. | | • | Financial expertise: Gained extensive and deep corporate finance expertise during her tenure at Home Depot, during her service on the Board of the Federal Reserve Bank of Atlanta, where she served as both Vice-Chair and Chair of the Board, and during her tenure as chair of the audit committee of UPS from 2018 to 2020. | | • | Strategic planning: Driving efforts to strengthen network capabilities and supply chain infrastructure at UPS through investments in digital technologies. Played a pivotal role in strategic business development at Home Depot as it transformed into one of the world’s largest retailers – during her tenure as CFO, Home Depot doubled sales to over $108 billion and generated a 450% increase in shareholder value. |

  83. Nominees for election

    Career highlights:

  84. Nominees for election

    | • | 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 |

  85. Nominees for election

    | ° | Executive Vice President – Corporate Services and Chief Financial Officer (2007-2019) | | ° | Chief Financial Officer (2001-2007) | | ° | Other executive positions (1995-2001) |

  86. Nominees for election

    | • | Director of the Federal Reserve Bank of Atlanta (2008-2013) |

  87. Nominees for election

    Other public company boards: United Parcel Service, Inc. (since 2003) Cisco Systems, Inc. (2019-2020) Certain Fidelity Mutual Funds (2017) Ms. Tomé previously served on our Board in 2020.

  88. Nominees for election

    | Hans Vestberg (Chairman) | | | | Director since: 2018 Age: 58 |

  89. Nominees for election

    Key skills and experience:

  90. Nominees for election

    | • | Leadership: Driving Verizon’s leadership position in the deployment of 5G technology and multi-access edge computing in the U.S. Built an industry-leading telecommunications software and services organization at Ericsson, one of the world’s largest telecommunications companies. Member of the board of directors of the United Nations Foundation that actively works with the U.N.’s Sustainable Development Goals. Effectively navigated the challenges of the COVID-19 pandemic, creating a cohesive workplace culture with a focus on diversity, equity and inclusion. | | • | Strategic planning: Architect of Verizon’s “one network for all” 5G strategy. Implemented bold and innovative strategic changes, including Verizon 2.0, the transformation of Verizon’s operating model to a customer-focused business served by industry-leading networks, as well as Ericsson’s successful diversification into the software and services business from its traditional hardware-centric business. | | • | Technology: Gained significant expertise in mobile technology and telecommunications network architecture as Verizon’s Chief Technology Officer and over his 25-year career at Ericsson. | | • | Telecommunications: Brings to the Board extensive operational and strategic experience and a deep understanding of the challenges and opportunities presented in the evolving global telecommunications landscape, as well as in-depth knowledge of Verizon’s businesses. |

  91. Nominees for election

    Career highlights:

  92. Nominees for election

    | • | Verizon Communications Inc. |

  93. Nominees for election

    | ° | Chairman (2019-present) and Chief Executive Officer (2018-present) | | ° | Executive Vice President, President – Global Networks and Chief Technology Officer (2017-2018) |

  94. Nominees for election

    | • | Ericsson |

  95. Nominees for election

    | ° | President and Chief Executive Officer (2010-2016) | | ° | Chief Financial Officer (2007-2009) | | ° | Other executive positions throughout the global operations |

  96. Nominees for election

    Other public company boards: BlackRock, Inc. (since 2021)

  97. Nominees for election

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  98. Non-employee Director compensation

    Non-employee Director compensation The Human Resources Committee, in consultation with its independent compensation consultant, reviews and recommends non-employee Director compensation. In 2023, each non-employee Director of Verizon received 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 each received an additional annual cash payment of $20,000, and the Chairs of the Audit Committee and the Human Resources Committee each received an additional annual cash payment of $30,000. The Lead Director received an additional annual cash payment of $75,000. No additional fees were paid for meeting attendance. 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 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.

  99. Non-employee Director compensation

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  100. Non-employee Director compensation in 2023

    Non-employee Director compensation in 2023

  101. Non-employee Director compensation in 2023

    | Name (a) | Fees earned or paid in cash(1) ($) (b) | Stock awards(2) ($) (c) | Option awards ($) (d) | Non-equity incentive plan compensation ($) (e) | Change in pension value and nonqualified deferred compensation earnings ($) (f) | All other compensation ($) (g) | Total ($) (h) | | Shellye Archambeau* | 145,000 | 210,000 | 0 | 0 | 0 | 0 | 355,000 | | Roxanne Austin | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | | Mark Bertolini* | 145,000 | 210,000 | 0 | 0 | 0 | 0 | 355,000 | | Vittorio Colao | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | | Melanie Healey | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | | Laxman Narasimhan | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | | Clarence Otis, Jr.** | 200,000 | 210,000 | 0 | 0 | 0 | 0 | 410,000 | | Daniel Schulman* | 155,000 | 210,000 | 0 | 0 | 0 | 0 | 365,000 | | Rodney Slater | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | | Carol Tomé | 125,000 | 210,000 | 0 | 0 | 0 | 0 | 335,000 | | Gregory Weaver* | 155,000 | 210,000 | 0 | 0 | 0 | 0 | 365,000 |

  102. Non-employee Director compensation in 2023

    | * | Denotes a chair of a standing committee during 2023. | | ** | Mr. Otis served as Lead Director during 2023. | | 1 | This column includes all fees earned in 2023, whether the fee was paid in 2023 or deferred. | | 2 | For each non-employee Director, this column reflects the grant date fair value of the non-employee Director’s 2023 annual stock award, computed in accordance with FASB ASC Topic 718. The following reflects the aggregate number of share equivalents held as of December 31, 2023 by each person who served as a non-employee Director during 2023: Ms. Archambeau, 50,018; Ms. Austin, 17,657; Mr. Bertolini, 43,827; Mr. Colao, 6,631; Ms. Healey, 62,627; Mr. Narasimhan, 14,745; Mr. Otis, 117,902; Mr. Schulman, 26,204; Mr. Slater, 77,466; Ms. Tomé, 10,673; and Mr. Weaver, 40,989. |

  103. Non-employee Director compensation in 2023

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  104. Roles and responsibilities

    Roles and responsibilities Human Resources Committee. The Human Resources Committee of the Board of Directors oversees the design and implementation of the compensation program for our named executive officers, as well as Verizon’s management succession planning, talent development and human capital management initiatives, including with respect to employee diversity, equity and inclusion and pay equity. The CEO’s compensation is determined by the independent members of the Board after receiving the Committee’s recommendation. References to the Committee in this Compensation Discussion and Analysis with respect to the CEO’s compensation reflect that process. Management. The Committee consults with the Chief Human Resources Officer about the design, administration and operation of the compensation program. The Committee has delegated administrative responsibility for implementing its decisions on compensation and benefits matters to the Chief Human Resources Officer, who reports to the Committee on the actions taken under this delegation. The Committee seeks the CEO’s views on whether the existing compensation policies and practices continue to support Verizon’s business and performance objectives, utilize appropriate performance targets, and appropriately reward the contributions of the other named executive officers. While the Committee values the CEO’s insight, ultimately the Committee makes an independent determination on all matters related to the compensation of the named executive officers. Independent compensation consultant. The Committee has the sole authority to retain and terminate a compensation consultant and to approve all terms of the engagement, including fees. The Committee retained Semler Brossy Consulting Group, LLC as its compensation consultant (Semler Brossy). Semler Brossy advises the Committee on all matters related to the compensation of our named executive officers and our non-employee Directors. Semler Brossy’s advisory services include providing current benchmarking data for our peer group and other relevant market data in our industry and helping the Committee interpret this data, as well as data provided by the Company. Semler Brossy participates in Committee meetings and confers regularly with the Committee in executive session at those meetings. Committee policy prohibits Semler Brossy from doing any work for the Company during its engagement, and Semler Brossy did not perform work for the Company in 2023. The Committee made assessments of Semler Brossy under SEC rules and NYSE and Nasdaq listing standards and concluded that Semler Brossy was independent, and that its work in 2023 for the Committee did not raise any conflicts of interest.

  105. Best practices in executive compensation and governance

    | | What we do | More information on page | | | Pay for performance | | Approximately 90% of named executive officers’ total compensation opportunity is variable, incentive-based pay. | 26 | | Focus on performance: Exclude buybacks from EPS results | | Our adjusted earnings per share (EPS) metric under our Long-Term Incentive Plan (Long-Term Plan) excludes the benefit of any repurchases of Verizon’s common stock under a share buyback program. | 32 | | Robust stock ownership guidelines | | We have stock ownership guidelines for the CEO of 7x base salary; for other named executive officers of 4x base salary; and for Directors of 5x the cash component of the annual Board retainer. | 37 | | Clawback policies | | Our clawback policies give us the right to cancel or “claw back” incentive compensation from any senior executive who has engaged in misconduct that results in (i) significant reputational or financial harm to Verizon or (ii) a material financial restatement. In addition, the Company adopted an additional clawback policy in accordance with final SEC rules and NYSE and Nasdaq listing rules that provides for the mandatory recovery of erroneously awarded “incentive-based compensation” from current and former executive officers in the event that Verizon is required to prepare an accounting restatement. | 38 | | Anti-hedging policy | | Our anti-hedging policy prohibits Directors and executives who receive equity-based incentive awards from entering into transactions designed to hedge or offset any decrease in the market value of Verizon stock that they own. | 37 | | Double-trigger change in control | | In the event of a change in control, our Long-Term Plan requires an involuntary termination without cause for any accelerated vesting of awards. | 37 | | ESG metric | | For over 20 years, our short-term incentive program has included an ESG metric. | 29 | | | What we don’t do | | | | Tax gross-ups | | We do not provide tax gross-ups to our executive officers or Directors. | 36 | | Dividends on unearned performance awards | | We do not pay dividends on unearned Performance Stock Units (PSUs) or Restricted Stock Units (RSUs). | 31 | | Employment contracts | | None of our named executive officers has an employment contract. | 37 | | Guaranteed benefits | | Over 15 years ago, we froze our defined benefit pension and supplemental executive retirement benefits. | 36 |

  106. Benchmarking total compensation opportunity

    Benchmarking total compensation opportunity The Committee evaluates whether the compensation opportunities for our executives are appropriate and competitive by comparing each named executive officer’s total compensation opportunity – which represents the sum of the executive’s base salary and target award amounts under the Short-Term Plan and the Long-Term Plan – to the total compensation opportunities for executives in comparable positions at peer companies, referencing the 50th percentile when making this comparison. A named executive officer’s total compensation opportunity may be higher or lower depending upon the executive’s tenure and overall level of responsibility. The peer groups utilized for compensation benchmarking are reviewed each year. For 2023 compensation decisions, the Committee utilized a peer group that consisted of the companies in the Dow Jones Industrial (Dow) Average (other than Verizon) with at least $50 billion in annual revenue, plus Verizon’s four largest industry competitors (AT&T, Charter Communications, Comcast and T-Mobile US) and four large market-capitalization technology companies (Alphabet, Amazon, Meta Platforms and Netflix) that were not included in the Dow at the time of the 2023 compensation decisions, whose applications rely heavily on our network and technology. This is the same peer group selection criteria utilized for 2022 compensation decisions. Below are the companies included in the Company’s peer group for 2023 compensation benchmarking purposes.

  107. Benchmarking total compensation opportunity

    | Alphabet Amazon American Express Apple AT&T Boeing Caterpillar Charter Communications Chevron Cisco | Comcast Dow Inc. Home Depot IBM Intel Johnson & Johnson JPMorgan Chase Merck Meta Platforms | Microsoft Netflix Nike Procter & Gamble T-Mobile US UnitedHealth Group Walgreens Boots Alliance Walmart Walt Disney |

  108. Elements and mix of compensation to emphasize long-term performance

    Elements and mix of compensation to emphasize long-term performance The Committee determines the appropriate balance between fixed and variable pay elements, short- and long-term pay elements, and cash and equity-based pay elements when setting total compensation opportunities at competitive levels.

  109. Elements and mix of compensation to emphasize long-term performance

    | Pay element | Characteristics | Purpose | | Base salary | Annual fixed cash compensation | Attract and retain high-performing and experienced executives | | Short-term incentive opportunity | Annual variable cash compensation based on the achievement of predetermined annual performance measures | Motivate executives to achieve short-term performance goals that will establish the foundation for future growth | | Long-term incentive opportunity | Long-term variable equity awards granted annually as a combination of performance-based stock units and time-based restricted stock units | Align executives’ interests with those of shareholders, encourage efforts to grow long-term value, and retain executives |

  110. Elements and mix of compensation to emphasize long-term performance

    The Committee believes that a substantial majority of each named executive officer’s total compensation opportunity should be variable and at risk in order to emphasize a performance-based culture. Moreover, since the annual Long-Term Plan awards feature three-year award cycles, with awards consisting of PSUs subject to both performance-based and time-based vesting requirements and RSUs subject to time-based vesting requirements, we reward sustained performance and also encourage high-performing executives to remain with Verizon.

  111. Performance target setting

    | • | Verizon’s short- and long-term strategy; | | • | Economic, industry and competitive environments; | | • | The creation of shareholder value; | | • | The achievement level against performance targets in the prior year; | | • | Financial analysts’ consensus estimates for the performance measures over future performance cycles; | | • | The correlation among the performance measures and considerations of how Verizon’s operational performance will affect each measure differently; and | | • | With regard to the ESG metrics in the Short-Term Plan, Verizon’s strategic plans to reduce its environmental impact and promote diversity in its workforce and among its business partners. |

  112. 2023 short-term incentive compensation

    2023 short-term incentive compensation The Verizon Short-Term Plan motivates executives to achieve challenging short-term performance targets in order to provide the foundation for future growth. Each year, the Committee establishes the potential value of the awards under the Short-Term Plan, as well as the performance targets required to achieve these awards. For the 2023 Short-Term Plan, the Committee established a single set of performance metrics at the Verizon corporate level, based on Verizon’s consolidated results, that apply to all executives, consistent with the 2022 Short-Term Plan. The Committee also maintained the same three financial performance measures – service and other revenue, cash flow from operations and adjusted operating income – as well as the diversity and sustainability metrics from the 2022 Short-Term Plan. The Committee evolved the plan design for 2023 by eliminating the qualitative operating unit and overall leading indicators that were in place for 2022, after taking into consideration the formation of the Verizon Global Services organization in addition to Verizon’s three operating units – Consumer, Business and Global Network and Technology (GN&T) – and the desire to focus all employees around a single set of shared strategic goals, further accelerate efficiency and growth, and emphasize a unified Verizon.

  113. 2023 short-term incentive compensation

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  114. 2023 short-term incentive compensation

    The Committee set the values of the 2023 Short-Term Plan award opportunities as a percentage of an executive’s base salary based on both the scope of the executive’s responsibilities and the competitive pay practices of the peer group used for benchmarking our executives’ total compensation opportunity. The Short-Term Plan award opportunities at the threshold, target and maximum levels for each of the named executive officers are shown in the Grants of Plan-based Awards table on page 42. For the named executive officers, other than Mr. Skiadas, target award opportunities, expressed as a percentage of base salary, did not change for 2023. However, the dollar value of the 2023 target award opportunity for Messrs. Sampath, Malady and Silliman increased from 2022 as a result of the base salary increases described above. Messrs. Vestberg and Ellis did not receive a salary increase in 2023, so the dollar value of their respective 2023 target award opportunities was the same as it was in 2022. When Mr. Skiadas was promoted to Executive Vice President and Chief Financial Officer in April 2023, his target award opportunity was increased from 90% to 150% of his base salary on a prorated basis. The dollar value in the 2023 Short-Term Plan Target Award Opportunity table below reflects this increase. The following table shows the 2023 Short-Term Plan target award opportunity for each of the named executive officers.

  115. 2023 Short-Term Plan target award opportunity

    2023 Short-Term Plan target award opportunity

  116. 2023 Short-Term Plan target award opportunity

    | Named executive officer | As a percentage of base salary | As a dollar value | | Mr. Vestberg | 250% | $3,750,000 | | Mr. Skiadas* | 150% | $987,500 | | Mr. Sampath | 150% | $1,575,000 | | Mr. Malady | 150% | $1,500,000 | | Mr. Silliman | 150% | $1,350,000 | | Mr. Ellis** | 150% | $1,425,000 |

  117. 2023 Short-Term Plan target award opportunity

    | * Mr. Skiadas’s target award opportunity was 90% of his base salary prior to May 2023. The dollar value shown here reflects Mr. Skiadas’s total target award opportunity for 2023 after giving effect to the prorated increase to his target award percentage in April 2023. | | ** In connection with Mr. Ellis’s involuntary separation from Verizon in April 2023, he was eligible for a prorated 2023 Short-Term Plan award pursuant to the terms of the Verizon Senior Manager Severance Plan based on the Company’s attainment of the 2023 Short-Term Plan annual performance measures. The amount in this table represents Mr. Ellis’s full year 2023 target award opportunity. |

  118. Annual performance measures

    Annual performance measures In February 2023, the Committee established the performance measures and targets for the 2023 Short-Term Plan. The Committee established financial, operational and ESG performance measures and targets at the Verizon corporate level, based on Verizon’s consolidated results. For each performance measure, the Committee set a target that challenges executives to drive business results that generate shareholder value. Verizon’s performance with respect to these applicable measures determines the amount of the short-term incentive awards earned by the named executive officers. The 2023 performance measures, along with the weighting ascribed to each, are shown on the following page as a percentage of the total Short-Term Plan award opportunity at target level performance. The Committee believes that these performance measures are appropriate to motivate Verizon’s executives to achieve outstanding short-term results and, at the same time, help establish the foundation for long-term value for shareholders. The 2023 measures and related targets approved by the Committee are described in detail on the following page.

  119. Annual performance measures

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  120. 2023 Short-Term Plan performance measures and weightings

    2023 Short-Term Plan performance measures and weightings

  121. 2023 Short-Term Plan performance measures and weightings

    | | Why these performance measures? The Committee selected service and other revenue, adjusted operating income, and cash flow from operations to reflect Verizon’s strategic goals of encouraging profitable operations, growth and delivering best-in-class network experiences in a cost efficient manner. Consistent with prior years, the Committee also selected diversity and sustainability metrics to reflect Verizon’s commitments to promoting diversity among our employees and our business partners and reducing the environmental impact of our operations. |

  122. 2023 Short-Term Plan performance measures and weightings

    | Service and other revenue | Target range: $109.4 billion to $111.3 billion | | Service and other revenue is a measure that reflects the extent to which we have been successful in attracting and retaining customers, penetrating key markets with our products and services and creating high-quality growth. The Committee views this measure as an important indicator of Verizon’s growth and success in realizing its strategic initiatives. | | | Adjusted operating income | Target range: $30.6 billion to $32.1 billion | | Adjusted operating income is a measure that reflects operating profitability because it indicates how much profit we generate after subtracting operating expenses, including depreciation and amortization and the other costs of running the business, from total revenue. The Committee views this as an important indicator of how well our management is growing revenue while managing operating costs. Adjusted operating income excludes the effect of special items, which provides more comparable financial results from period to period. | | | Cash flow from operations | Target range: $35.3 billion to $37.1 billion | | Cash flow from operations is a measure of the cash generated from our ongoing, regular business activities and is used to fund expansion and modernization of our networks, service and repay external financing, pay dividends and invest in new businesses and spectrum. | | | ESG metrics | Targets: Workforce diversity of 60.6%, diverse supplier spend of $5.5 billion, and carbon intensity reduction of 16.0% | | ESG metrics relating to diversity and sustainability reinforce our corporate purpose to “create the networks that move the world forward.” As a large, multinational company with a highly diverse customer and employee base, we know that our operations are strengthened when we leverage the diversity of thought and cultures of our workforce and business partners. We are also committed to reducing the environmental impact of our operations because we believe that effective emissions and energy management is not only necessary for the transition to a low-carbon economy, but also lowers current and future operating costs. Therefore, the Committee utilizes diversity and sustainability metrics and targets that measure the percentage of our U.S.-based workforce that is comprised of women and minorities (workforce diversity), the amount of our overall annual supplier spend with, or directed to, diverse firms (diverse supplier spend) and the percentage by which we reduce our carbon intensity – the amount of carbon our business emits divided by the terabytes of data we transport over our networks – as compared to the prior year (carbon intensity reduction). | |

  123. 2023 Short-Term Plan performance measures and weightings

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  124. 2023 Short-Term Plan awards

    2023 Short-Term Plan awards Based on its assessment of Verizon’s performance against the Verizon corporate measures and targets set forth above, the Committee approved a payout percentage for all of the employees participating in the Short-Term Plan of 109%. The following table shows the actual Short-Term Plan award earned by each named executive officer based on the payout percentages detailed above.

  125. 2023 Short-Term Plan awards

    | Named executive officer | Target awardx | Payout percentage | = | Actual award | | Mr. Vestberg | $3,750,000 | 109% | | $4,087,500 | | Mr. Skiadas* | $987,500 | 109% | | $1,076,375 | | Mr. Sampath | $1,575,000 | 109% | | $1,716,750 | | Mr. Malady | $1,500,000 | 109% | | $1,635,000 | | Mr. Silliman | $1,350,000 | 109% | | $1,471,500 | | Mr. Ellis** | $1,425,000 | 109% | | $517,750 |

  126. 2023 Short-Term Plan awards

    | * The dollar values shown for Mr. Skiadas’s target award and actual award reflect Mr. Skiadas’s total target award opportunity for 2023 after giving effect to the prorated increase to his target award percentage in April 2023. | | ** Mr. Ellis’s actual award was prorated to reflect his involuntary separation from Verizon on April 29, 2023. |

  127. 2023 Short-Term Plan awards

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  128. Long-term incentive compensation

    Long-term incentive compensation The Long-Term Plan is intended to align executives’ and shareholders’ interests and to reward participants for creating long-term shareholder value. Annual Long-Term Plan awards are made in PSUs and RSUs. The value of each PSU or RSU is equal to the value of one share of Verizon common stock. The Committee assumes each executive will earn 100% of the PSUs and RSUs awarded for purposes of determining the total compensation opportunity. PSUs and RSUs accrue dividend equivalents that are deemed to be reinvested in PSUs and RSUs, respectively. These dividend equivalents are paid when, and only to the extent that, the related PSUs and RSUs are actually earned. PSUs are earned over a three-year performance cycle, with cliff vesting at the end of the three-year period. The Committee believes that a three-year performance cycle is appropriate for the PSU awards because a multi-year performance cycle measures the effectiveness of management’s execution of long-term strategies and the effect on shareholder value. RSUs vest ratably over three years (as opposed to a single, longer cliff vesting schedule), which aligns with market practice and enables us to continue to attract and retain key executive talent. The 2023 Long-Term Plan awards for executives other than Mr. Vestberg, were comprised of 60% PSUs and 40% RSUs, consistent with prior years. Mr. Vestberg’s 2023 award was comprised of 67% PSUs and 33% RSUs. The Committee retained the PSU performance metrics and weightings from the 2022 awards, with one-third based on Verizon’s cumulative free cash flow, one-third based on Verizon’s adjusted EPS and one-third based on Verizon’s service and other revenue over the three-year performance period. The Committee also retained relative total shareholder return (TSR) as a modifier to the PSU vesting percentage as compared against the companies in the S&P 100. The number of PSUs actually earned and paid is determined based upon Verizon’s achievement of pre-established performance targets over the three-year performance cycle, and the ultimate value of each PSU depends on Verizon’s stock price. Because the value of PSUs is linked to both stock price and performance targets, PSUs provide a strong incentive to executives to deliver value to Verizon’s shareholders. RSUs also provide a performance link as the value of the award depends on Verizon’s stock price. Both PSUs and RSUs provide a retention incentive by requiring the executive to remain employed with Verizon through the end of the applicable vesting period, subject to certain qualifying separations. The 2023 PSUs and RSUs are payable in shares of Verizon stock.

  129. 2023 Long-Term Plan award opportunities

    2023 Long-Term Plan award opportunities The Committee set the annual target long-term incentive award levels to create an appropriate total compensation opportunity for the named executive officers in light of the Committee’s reference of the 50th percentile for comparable executives within the peer group and the compensation mix considerations described above, and taking into account market practices for each individual’s role and responsibilities, the individual’s performance, the strategic impact of the individual’s role and internal pay alignment. The 2023 target award opportunity for the named executive officers was allocated between PSUs and RSUs as noted above, and the target award opportunity allocated to each type of award was converted into a target number of units using the closing price of Verizon’s common stock on the grant date.

  130. 2023 Long-Term Plan target award opportunity

    2023 Long-Term Plan target award opportunity

  131. 2023 Long-Term Plan target award opportunity

    | Named executive officer | As a dollar value | | Mr. Vestberg | $18,000,000 | | Mr. Skiadas* | $7,000,000 | | Mr. Sampath | $8,500,000 | | Mr. Malady | $8,000,000 | | Mr. Silliman | $7,500,000 | | Mr. Ellis | $7,000,000 |

  132. 2023 Long-Term Plan target award opportunity

    | * The dollar value for Mr. Skiadas reflects the total target award opportunity for 2023 after giving effect to the prorated incremental award granted in May 2023 upon his promotion to Executive Vice President and Chief Financial Officer. |

  133. 2023 Long-Term Plan target award opportunity

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  134. 2023 Long-Term Plan target award opportunity

    Each of the named executive officers other than Mr. Vestberg, received 60% of his 2023 Long-Term Plan award in the form of PSUs and 40% in the form of RSUs, consistent with past practice, which the Committee believes incentivizes our executives to focus on our long-term operational goals and to deliver TSR performance, as well as encourages retention among our highly-qualified team. For Mr. Vestberg, the Committee increased the mix of PSUs to 67% of his 2023 award, and reduced the RSUs to 33% of his award, which further emphasizes the importance of Mr. Vestberg delivering on our long-term operational goals and TSR performance. One-third of the 2023 PSUs is eligible to vest based on Verizon’s cumulative adjusted EPS, one-third is eligible to vest based on Verizon’s cumulative free cash flow and one-third is eligible to vest based on Verizon’s service and other revenue. The number of PSUs that will ultimately vest may be decreased or increased by up to 25% depending on Verizon’s TSR position at the end of the three-year period compared with the companies in the S&P 100 as constituted on the date the awards were granted.

  135. Terms of 2023 PSU awards

    Terms of 2023 PSU awards

  136. Adjusted earnings per share metric

    Adjusted earnings per share metric One-third of the 2023 PSUs will vest based on Verizon’s cumulative adjusted earnings per share (EPS PSUs). The percentage of the EPS PSUs awarded for the 2023-2025 performance cycle that will vest is based on the extent to which Verizon’s cumulative adjusted EPS over the performance cycle meets or exceeds the cumulative adjusted EPS performance levels set by the Committee at the beginning of the performance cycle. Adjusted EPS is defined as Verizon’s cumulative earnings per share over the three-year performance period, adjusted to exclude the impact of special items, including the benefit of any repurchases of Verizon’s common stock under a share buyback program, and is subject to adjustment to eliminate the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items. The cumulative adjusted EPS target for the 2023-2025 performance cycle was set at a level reflective of our three-year strategic plan, which the Committee believes is attainable, but challenging in light of the business environment. The number of EPS PSUs that will vest ranges from 0%, if actual performance is below the threshold level, to 200%, if actual performance is at or above the maximum cumulative EPS level. The number of EPS PSUs that will vest in-between identified performance levels is determined by linear interpolation between vesting percentage levels.

  137. Free cash flow metric

    Free cash flow metric One-third of the 2023 PSUs will vest based on Verizon’s cumulative free cash flow (FCF PSUs). The percentage of the FCF PSUs awarded for the 2023-2025 performance cycle that will vest is based on the extent to which Verizon’s cumulative free cash flow over the performance cycle meets or exceeds the cumulative free cash flow performance levels set by the Committee at the beginning of the performance cycle. Free cash flow is calculated by subtracting capital expenditures from the total of cash flow from operations and is subject to adjustment to eliminate the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items. The cumulative free cash flow target for the 2023-2025 performance cycle was set at a level reflective of our three-year strategic plan, which the Committee believes is attainable, but challenging in light of the business environment. The number of FCF PSUs that will vest ranges from 0%, if actual performance is below the threshold level, to 200%, if actual performance is at or above the maximum cumulative free cash flow level. The number of FCF PSUs that will vest in-between identified performance levels is determined by linear interpolation between vesting percentage levels.

  138. Service and other revenue metric

    Service and other revenue metric One-third of the 2023 PSUs will vest based on Verizon’s cumulative service and other revenue (SOR PSUs). The percentage of the SOR PSUs awarded for the 2023-2025 performance cycle that will vest is based on the extent to which Verizon’s cumulative service and other revenue over the performance cycle meets or exceeds the cumulative service and other revenue performance levels set by the Committee at the beginning of the performance cycle. Service and other revenue is defined as Verizon’s cumulative revenue generated from Verizon’s wireless and wireline businesses, excluding revenue related to wireless equipment, on a consolidated basis over the performance cycle, subject to adjustment to eliminate the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items. The cumulative service and other revenue target for the 2023-2025 performance cycle was set at a level reflective of our three-year strategic plan, which the Committee believes is attainable, but challenging in light of the business environment. The number of SOR PSUs that will vest ranges from 0%, if actual performance is below the threshold level, to 200%, if actual performance is at or above the maximum cumulative service and other revenue level. The number of SOR PSUs that will vest in-between identified performance levels is determined by linear interpolation between vesting percentage levels.

  139. Total shareholder return modifier

    Total shareholder return modifier After the Committee determines the extent to which the EPS PSU, FCF PSU and SOR PSU performance measures have been achieved, the overall PSU vesting percentage may be increased or decreased by up to 25% depending on Verizon’s TSR position compared with the companies in the S&P 100 as constituted on the date the awards were granted. If Verizon ranks at or above the 75th percentile, 25% will be added to the PSU vesting percentage (up to a maximum payout of 200%). If Verizon ranks at or below the 25th percentile, 25% will be subtracted from the PSU vesting percentage. If Verizon ranks at the median, there will be no change to the PSU vesting percentage, and for ranks in between the 25th and 75th percentile, the modifier will be determined by linear interpolation between the levels.

  140. Total shareholder return modifier

    | Why these performance measures? The Committee selected adjusted EPS, free cash flow and service and other revenue to focus our executives on our long-term operational goals, with cumulative adjusted EPS focusing on our profitability, cumulative free cash flow focusing on our ability to generate cash from operations and cumulative service and other revenue focusing on our ability to be successful in attracting and retaining customers, penetrating key markets with our products and services and creating high-quality growth. The TSR modifier is a valuable indicator of our success because it measures our performance in returning value to our shareholders in comparison to alternative investments our shareholders could have made. For purposes of measuring our TSR positioning, the Committee utilizes the companies in the S&P 100 index because the Committee believes that it balances having companies comparable to Verizon’s size in the comparator group with having a large enough number of companies to ensure that no one company overly impacts the outcomes in a given year and, further, that the S&P 100 is a recognized index, which is easy for shareholders and employees to track and understand. |

  141. 2021 PSU awards earned in 2023

    2021 PSU awards earned in 2023 With respect to the PSUs awarded in 2021, the Committee determined the number of PSUs that vested for a participant based on the level of achievement of two performance metrics over the three-year performance cycle – adjusted EPS and free cash flow – subject to adjustment depending on Verizon’s TSR position at the end of the three-year period compared with the companies in the S&P 100 as constituted on the date the awards were granted. 2021-2023 EPS PSUs. Fifty-percent of the PSUs awarded were eligible to vest based on Verizon’s cumulative adjusted EPS over the 2021-2023 performance cycle compared to the performance targets set by the Committee at the beginning of the three-year cycle. The following table shows the percentage of EPS PSUs awarded that would vest based on Verizon’s cumulative adjusted EPS over the 2021-2023 performance cycle at different performance levels.

  142. 2021 PSU awards earned in 2023

    | Verizon’s cumulative adjusted EPS(1) | EPS vested percentage(2) | | Greater than or equal to $17.00 | 200% | | $16.50 | 150% | | $15.94 | 100% | | $15.00 | 50% | | Less than $15.00 | 0% |

  143. 2021 PSU awards earned in 2023

    | 1 | Adjusted EPS is defined as Verizon’s cumulative earnings per share over the three-year performance period, adjusted to exclude the impact of special items, including the benefit of any repurchases of Verizon’s common stock under a share buyback program, and is subject to adjustment to eliminate the financial impact of significant transactions, changes in legal or regulatory policy and other extraordinary items. | | 2 | For achievement between the stated levels, vesting is determined by linear interpolation. |

  144. 2021 PSU awards earned in 2023

    At the time the 2021-2023 award was granted, the Committee provided for the EPS metric to be determined on an adjusted basis, to preserve the intended incentives by excluding the impact of certain types of events not contemplated by our financial plan, such as significant transactions, changes in legal or regulatory policy and other special items. In determining Verizon’s adjusted EPS over the performance cycle, the Committee made adjustments to normalize the impacts of strategic transactions, including amortization of acquisition-related intangible assets, and impacts resulting from the 2021 acquisition of C-Band spectrum through the Federal Trade Commission’s Auction 107 (C-Band Acquisition), each of which were not contemplated when the EPS PSU targets were set. These adjustments are set forth in Appendix B. In accordance with this pre-established adjustment methodology, the Committee determined that Verizon’s adjusted EPS over the performance cycle was $14.73, which resulted in a vesting percentage of 0% for the EPS PSUs. 2021-2023 FCF PSUs. Fifty-percent of the PSUs awarded were eligible to vest based on Verizon’s cumulative free cash flow over the 2021-2023 performance cycle compared to the performance targets set by the Committee at the beginning of the three-year cycle. The following table shows the percentage of FCF PSUs awarded that would vest based on Verizon’s cumulative free cash flow over the 2021-2023 performance cycle at different performance levels.

  145. 2021 PSU awards earned in 2023

    | Verizon’s cumulative free cash flow(1) (in billions) | FCF vested percentage(2) | | Greater than $62.5 | 200% | | $57.6 | 150% | | $52.8 | 100% | | $43.8 | 50% | | Less than $43.8 | 0% |

  146. 2021 PSU awards earned in 2023

    | 1 | Free cash flow is calculated by subtracting capital expenditures from the total of cash flow from operations. | | 2 | For achievement between the stated levels, vesting is determined by linear interpolation. |

  147. 2021 PSU awards earned in 2023

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  148. 2021 PSU awards earned in 2023

    At the time the 2021-2023 award was granted, the Committee provided for free cash flow to be determined on an adjusted basis, to preserve the intended incentives by excluding the impact of certain types of events not contemplated by our financial plan, such as significant transactions, changes in legal or regulatory policy and other special items. In determining Verizon’s free cash flow over the performance cycle, the Committee made adjustments to normalize the impacts of the C-Band Acquisition on free cash flow results, which were not contemplated when the FCF PSU targets were set. These adjustments are set forth in Appendix B. In accordance with this pre-established adjustment methodology, the Committee determined that Verizon’s cumulative free cash flow over the performance cycle was $48.7 billion, which resulted in a vesting percentage of 77% for the FCF PSUs. Relative total shareholder return modifier. After the Committee determined the extent to which the EPS PSU and FCF PSU performance measures have been achieved, the overall PSU vesting percentage could be increased or decreased by up to 25% depending on Verizon’s TSR position compared with the companies in the S&P 100 as constituted on the date the awards were granted. If Verizon ranked at or above the 75th percentile, 25% would be added to the PSU vesting percentage (up to a maximum payout of 200%). If Verizon ranked at or below the 25th percentile, 25% would be subtracted from the PSU vesting percentage. If Verizon ranked at the median, there would be no change to the PSU vesting percentage, and for ranks in between the 25th and 75th percentile, the modifier would be determined by linear interpolation between the levels. Over the three-year performance cycle ending December 31, 2023, Verizon’s TSR ranked 92nd among the S&P 100 as constituted on the date the awards were granted, resulting in 25% being subtracted from the final PSU vesting percentage.

  149. 2021-2023 relative TSR modifier based on Verizon’s TSR rank among S&P 100

    2021-2023 relative TSR modifier based on Verizon’s TSR rank among S&P 100 2021-2023 PSU payout. Based on the results described above, in the first quarter of 2024 the Committee approved a payment to our named executive officers of 14% of the PSUs awarded for the 2021-2023 performance cycle, which represents the weighted average of the EPS PSU and FCF PSU vesting percentages described above, minus 25% as a result of the TSR modifier, plus dividend equivalents credited on those vested PSUs.

  150. Mr. Vestberg’s 2018 special one-time equity award earned

    Mr. Vestberg’s 2018 special one-time equity award earned When Mr. Vestberg was appointed CEO in August 2018, the Committee recommended, and the independent members of the Board approved, a special one-time equity award to Mr. Vestberg under the Long-Term Plan to provide an additional incentive to drive Verizon’s return on equity (ROE) over a five-year performance period. The award was granted on August 1, 2018 and was entirely performance-based in the form of PSUs. The PSUs represented shares of Verizon common stock that would become payable after the completion of a five-year performance cycle ending on July 31, 2023, provided that the pre-established performance criterion was achieved and Mr. Vestberg remained employed throughout the performance cycle. The number of PSUs that were eligible to vest would be determined based on Verizon’s average annual ROE during the performance cycle. No PSUs would vest unless Verizon’s average annual ROE met the minimum threshold percentage of 18%. If Verizon’s average annual ROE met the target percentage of 28%, 100% of the nominal number of the PSUs granted would vest and a maximum of two times the nominal number of PSUs granted would vest if Verizon’s average annual ROE was at least 38% at the conclusion of the performance cycle. If Verizon’s average annual ROE during the five-year performance cycle was greater than 18% but less than 28%, or was greater than 28% but less than 38%, the percentage of the PSUs granted that would vest would be determined on an interpolated scale. In September 2023, the Committee determined that Verizon’s average annual ROE was 28% over the five-year performance cycle ending on July 31, 2023. As a result, the Committee recommended, and the independent members of the Board approved, a payment of 100% of the number of PSUs awarded, plus accrued dividends credited on those PSUs. The PSUs were paid in shares in accordance with the terms of the award, and Mr. Vestberg is required to hold the shares he received (net of tax withholding) for at least two years following the vesting date unless he dies or becomes disabled.

  151. Mr. Vestberg’s 2018 special one-time equity award earned

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  152. Severance and change in control benefits

    Severance and change in control benefits The Committee believes that maintaining a competitive level of separation benefits is appropriate as part of an overall program designed to attract, retain and motivate the highest-quality management team. However, the Committee does not believe that named executive officers should be entitled to receive cash severance benefits merely because a change in control occurs. Therefore, the payment of cash severance benefits is triggered only by an actual or constructive termination of employment.

  153. Severance and change in control benefits

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  154. Severance and change in control benefits

    Verizon was not a party to any employment agreement with any of the named executive officers in 2023. All senior managers (including all named executive officers except Mr. Vestberg) are eligible to participate in the Verizon Senior Manager Severance Plan, which provides certain separation benefits to participants whose employment is involuntarily terminated without cause. As CEO, Mr. Vestberg is not eligible to participate in the Senior Manager Severance Plan and is not entitled to receive any cash severance benefits upon his separation from the Company. The Senior Manager Severance Plan is generally consistent with the terms and conditions of Verizon’s broad-based severance plan for management employees other than senior managers. Under the Senior Manager Severance Plan, if a participant has been involuntarily terminated without cause (or, in the case of a named executive officer, if the independent members of the Board determine that there has been a qualifying separation), the participant is eligible to receive a lump-sum cash separation payment equal to a multiple of his or her base salary plus target short-term incentive opportunity, along with continuing medical, dental and vision coverage for the applicable severance period. To the extent that a senior manager is eligible for severance benefits under any other arrangement, that person may not receive any duplicative benefits under the Senior Manager Severance Plan. The Senior Manager Severance Plan does not provide for any severance benefits based upon a change in control of the Company. Under the Senior Manager Severance Plan, each named executive officer, other than Mr. Vestberg, is eligible to receive a cash separation payment equal to two times the sum of his or her base salary and target short-term incentive opportunity. To be eligible for any severance benefits, a participant must execute a release of claims against Verizon in the form satisfactory to Verizon and agree not to compete or interfere with any Verizon business for a period of one year after separation. Mr. Ellis became entitled to separation benefits under the Senior Manager Severance Plan upon his involuntary separation from Verizon effective April 29, 2023, which are described in more detail on page 53. Mr. Ellis. Mr. Ellis did not receive any enhanced benefits upon his separation from service. Consistent with the Committee’s belief that named executive officers should not receive cash severance benefits merely because a change in control occurs, the Long-Term Plan does not allow “single-trigger” accelerated vesting and payment of outstanding awards upon a change in control. Instead, the Long-Term Plan requires a “double trigger.” Specifically, if in the 12 months following a change in control a participant’s employment is terminated without cause, all of that participant’s then-unvested PSUs will fully vest at the target level performance, then-unvested RSUs will fully vest, and those PSUs and RSUs (including accrued dividend equivalents) will become payable on the regularly scheduled payment date after the end of the applicable award cycle.

  155. Shareholder approval of certain severance arrangements

    Shareholder approval of certain severance arrangements The Committee has a policy of seeking shareholder approval or ratification of any new employment or severance agreement with an executive officer that provides for a total cash value severance payment exceeding 2.99 times the sum of the executive’s base salary plus Short-Term Plan target opportunity. The policy defines severance pay broadly to include payments for any consulting services, payments to secure a non-compete agreement, payments to settle any litigation or claim, payments to offset tax liabilities, payments or benefits that are not generally available to similarly situated management employees and payments in excess of, or outside, the terms of a Verizon plan or policy.

  156. Summary compensation

    | Name and principal position (a) | Year (b) | Salary(1) ($) (c) | Bonus ($) (d) | Stock awards(2) ($) (e) | Option awards ($) (f) | Non-equity incentive plan compensation(3) ($) (g) | Change in pension value and nonqualified deferred compensation earnings(4) ($) (h) | All other compensation(5) ($) (i) | Total ($) (j) | | Hans Vestberg Chairman and Chief Executive Officer | 2023 | 1,500,000 | 0 | 18,000,042 | 0 | 4,087,500 | 0 | 541,775 | 24,129,317 | | | 2022 | 1,500,000 | 0 | 14,500,057 | 0 | 3,262,500 | 0 | 570,193 | 19,832,750 | | | 2021 | 1,500,000 | 0 | 14,500,057 | 0 | 3,825,000 | 0 | 517,814 | 20,342,871 | | Anthony Skiadas* Executive Vice President and Chief Financial Officer | 2023 | 741,667 | 0 | 7,000,069 | 0 | 1,076,375 | 0 | 113,202 | 8,931,313 | | Sowmyanarayan Sampath** Executive Vice President and Group CEO – Verizon Consumer | 2023 | 1,016,667 | 0 | 8,500,049 | 0 | 1,716,750 | 0 | 146,496 | 11,379,962 | | | 2022 | 779,808 | 0 | 7,000,050 | 0 | 838,463 | 0 | 135,805 | 8,754,126 | | Kyle Malady** Executive Vice President and Group CEO – Verizon Business | 2023 | 983,333 | 0 | 8,000,027 | 0 | 1,635,000 | 2,959 | 188,884 | 10,810,203 | | | 2022 | 900,000 | 0 | 6,500,051 | 0 | 1,174,500 | 0 | 196,565 | 8,771,116 | | | 2021 | 850,000 | 0 | 5,250,065 | 0 | 1,402,500 | 166 | 171,971 | 7,674,702 | | Craig Silliman Executive Vice President and President – Verizon Global Services | 2023 | 900,000 | 0 | 7,500,021 | 0 | 1,471,500 | 633 | 172,028 | 10,044,182 | | | 2022 | 850,000 | 0 | 6,500,098 | 0 | 1,109,250 | 0 | 175,149 | 8,634,497 | | Matthew Ellis* Former Executive Vice President and Chief Financial Officer | 2023 | 444,551 | 0 | 7,000,052 | 0 | 517,750 | 0 | 4,990,096 | 12,952,449 | | | 2022 | 950,000 | 0 | 7,000,072 | 0 | 1,239,750 | 0 | 189,481 | 9,379,303 | | | 2021 | 950,000 | 0 | 6,525,007 | 0 | 1,453,500 | 0 | 183,382 | 9,111,889 |

  157. Grants of plan-based awards

    Grants of plan-based awards

  158. Grants of plan-based awards

    | Name (a) | Type of award(1) | Grant date (b) | Estimated future payouts under non-equity incentive plan awards(2) | | | Estimated future payouts under equity incentive plan awards(3) | | | All other stock awards: Number of shares of stock or units(4) (#) (i) | All other option awards: Number of securities underlying options (#) (j) | Exercise or base price of option awards ($/Sh) (k) | Grant date fair value of stock and option awards(5) ($) (l) | | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | Mr. Vestberg | STP | – | 1,031,250 | 3,750,000 | 7,500,000 | | | | | | | | | | PSU | 3/1/2023 | | | | | 318,538 | 637,076 | | | | 12,200,005 | | | RSU | 3/1/2023 | | | | | | | 151,437 | | | 5,800,037 | | Mr. Skiadas | STP | – | 271,563 | 987,500 | 1,975,000 | | | | | | | | | | PSU | 3/1/2023 | | | | | 17,233 | 34,466 | | | | 660,024 | | | PSU | 5/1/2023 | | | | | 74,400 | 148,800 | | | | 2,880,024 | | | RSU | 3/1/2023 | | | | | | | 40,209 | | | 1,540,005 | | | RSU | 5/1/2023 | | | | | | | 49,600 | | | 1,920,016 | | Mr. Sampath | STP | – | 433,125 | 1,575,000 | 3,150,000 | | | | | | | | | | PSU | 3/1/2023 | | | | | 125,327 | 250,654 | | | | 4,800,024 | | | PSU | 3/2/2023 | | | | | 7,811 | 15,622 | | | | 300,021 | | | RSU | 3/1/2023 | | | | | | | 83,551 | | | 3,200,003 | | | RSU | 3/2/2023 | | | | | | | 5,207 | | | 200,001 | | Mr. Malady | STP | – | 412,500 | 1,500,000 | 3,000,000 | | | | | | | | | | PSU | 3/1/2023 | | | | | 125,327 | 250,654 | | | | 4,800,024 | | | RSU | 3/1/2023 | | | | | | | 83,551 | | | 3,200,003 | | Mr. Silliman | STP | – | 371,250 | 1,350,000 | 2,700,000 | | | | | | | | | | PSU | 3/1/2023 | | | | | 117,494 | 234,988 | | | | 4,500,020 | | | RSU | 3/1/2023 | | | | | | | 78,329 | | | 3,000,001 | | Mr. Ellis | STP | – | 391,875 | 1,425,000 | 2,850,000 | | | | | | | | | | PSU | 3/1/2023 | | | | | 109,661 | 219,322 | | | | 4,200,016 | | | RSU | 3/1/2023 | | | | | | | 73,108 | | | 2,800,036 |

  159. Grants of plan-based awards

    | 1 | These awards are described in the Compensation Discussion and Analysis beginning on page 23. | | 2 | The actual amount awarded under the Short-Term Plan (STP) in 2023 was paid in February 2024 and is shown in column (g) of the Summary Compensation table on page 40. Mr. Skiadas’s target award opportunity was 90% of his base salary prior to May 2023. The dollar value shown here reflects Mr. Skiadas’s total target award opportunity for 2023 after giving effect to the prorated increase to his target award percentage in April 2023. | | 3 | These columns reflect the potential payout range of PSU awards granted in 2023 to our named executive officers in accordance with the Company’s annual long-term incentive award program, as described beginning on page 31. At the conclusion of the three-year performance cycle, payouts can range from 0% to 200% of the target number of units awarded. One-third of the 2023 PSUs is eligible to vest based on Verizon’s cumulative free cash flow, one-third is eligible to vest based Verizon’s cumulative adjusted EPS and one-third is eligible to vest based on Verizon’s cumulative service and other revenue; and the number of PSUs that will ultimately vest may be increased or decreased by up to 25% (up to a maximum payout of 200%) depending on Verizon’s TSR position at the end of the three-year period compared with the companies in the S&P 100 as constituted on the date the awards were granted as described in more detail beginning on page 31. PSUs and the applicable dividend equivalents are paid only if and to the extent that the applicable performance criteria for the award are achieved at the end of the award cycle. When dividends are distributed to shareholders, dividend equivalents are credited on the PSU awards in an amount equal to the dollar amount of dividends that would be payable on the total number of PSUs credited as of the dividend distribution date and divided by the closing price of the Company’s common stock on that date and are subject to the same vesting requirements that apply to the underlying PSU award. |

  160. Grants of plan-based awards

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  161. Grants of plan-based awards

    | 4 | This column reflects the number of RSUs granted in 2023 to the named executive officers in accordance with the Company’s annual long-term incentive award program. When dividends are distributed to shareholders, dividend equivalents are credited on the RSU awards in an amount equal to the dollar amount of dividends that would be payable on the total number of RSUs credited as of the dividend distribution date and divided by the closing price of the Company’s common stock on that date and are subject to the same vesting requirements that apply to the underlying RSU award. These dividend equivalents are only distributed to the award holder if and when the underlying RSU award vests. | | 5 | This column reflects the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718 based on the closing price of Verizon’s common stock on the grant date. For PSUs the grant date fair value has been determined based on the vesting of 100% of the nominal PSUs awarded, which is the performance threshold the Company believed was the most likely to be achieved under the grants. |

  162. Outstanding equity awards at fiscal year-end

    Outstanding equity awards at fiscal year-end

  163. Outstanding equity awards at fiscal year-end

    | | Option awards | | | | | Stock awards | | | | | | Name (a) | Number of securities underlying unexercised options (#) exercisable (b) | Number of securities underlying unexercised options (#) unexercisable (c) | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) (d) | Option exercise price ($) (e) | Option expiration date (f) | Number of shares or units of stock that have not vested(1)(2) (#) (g) | Market value of shares or units of stock that have not vested(3) ($) (h) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested(4)(5) (#) (i) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested(6) ($) (j) | Grant date | | Mr. Vestberg | 0 | 0 | 0 | 0 | 0 | 41,020 | 1,546,454 | 0 | 0 | 3/1/2021 | | | | | | | | 80,915 | 3,050,496 | 45,515 | 1,715,916 | 3/1/2022 | | | | | | | | 159,944 | 6,029,889 | 329,704 | 12,429,841 | 3/1/2023 | | Mr. Skiadas | 0 | 0 | 0 | 0 | 0 | 5,941 | 223,976 | 0 | 0 | 3/1/2021 | | | | | | | | 12,278 | 462,881 | 6,906 | 260,356 | 3/1/2022 | | | | | | | | 42,468 | 1,601,044 | 17,837 | 672,455 | 3/1/2023 | | | | | | | | 51,518 | 1,942,229 | 75,732 | 2,855,096 | 5/1/2023 | | Mr. Sampath | 0 | 0 | 0 | 0 | 0 | 7,921 | 298,622 | 0 | 0 | 3/1/2021 | | | | | | | | 16,742 | 631,173 | 9,417 | 355,021 | 3/1/2022 | | | | | | | | 22,857 | 861,709 | 12,857 | 484,709 | 7/1/2022 | | | | | | | | 88,245 | 3,326,837 | 129,720 | 4,890,444 | 3/1/2023 | | | | | | | | 5,500 | 207,350 | 8,085 | 304,805 | 3/2/2023 | | Mr. Malady | 0 | 0 | 0 | 0 | 0 | 14,853 | 559,958 | 0 | 0 | 3/1/2021 | | | | | | | | 36,273 | 1,367,492 | 20,403 | 769,193 | 3/1/2022 | | | | | | | | 88,245 | 3,326,837 | 129,720 | 4,890,444 | 3/1/2023 | | Mr. Silliman | 0 | 0 | 0 | 0 | 0 | 14,146 | 533,304 | 0 | 0 | 3/1/2021 | | | | | | | | 20,853 | 786,158 | 0 | 0 | 2/2/2022 | | | | | | | | 30,693 | 1,157,126 | 17,264 | 650,853 | 3/1/2022 | | | | | | | | 82,729 | 3,118,883 | 121,613 | 4,584,810 | 3/1/2023 | | Mr. Ellis | 0 | 0 | 0 | 0 | 0 | 2,976 | 112,195 | 0 | 0 | 3/1/2021 | | | | | | | | 3,149 | 118,717 | 9,681 | 364,974 | 3/1/2022 | | | | | | | | 4,149 | 156,417 | 12,139 | 457,640 | 3/1/2023 |

  164. Outstanding equity awards at fiscal year-end

    | 1 | The amounts listed in this column represent the number of RSUs outstanding on December 31, 2023 with respect to the following awards: | | (1) | for all of the named executive officers: (a) the third tranche of their 2021 annual RSU award granted on March 1, 2021, which vested on March 1, 2024; (b) the second and third tranches of their annual 2022 RSU award granted on March 1, 2022, one of which vested on March 1, 2024 and one of which is scheduled to vest on March 1, 2025; and (c) all three tranches of their annual 2023 RSU award granted on March 1, 2023, one of which vested on March 1, 2024 and two of which are scheduled to vest on March 1, 2025 and March 1, 2026, respectively. | | (2) | for Mr. Skiadas, all three tranches of his incremental 2023 RSU award granted on May 1, 2023, one of which vested on March 1, 2024 and two of which are scheduled to vest on March 1, 2025 and March 1, 2026, respectively. | | (3) | for Mr. Sampath, the second and third tranches of his incremental 2022 RSU award granted on July 1, 2022, one of which vested on March 1, 2024 and one of which is scheduled to vest on March 1, 2025; and all three tranches of his incremental 2023 RSU award granted on March 2, 2023, one of which vested on March 1, 2024 and two of which are scheduled to vest on March 1, 2025 and March 1, 2026, respectively. | | (4) | for Mr. Silliman, his special 2022 retention RSU award granted February 2, 2022, which vested on February 2, 2024. |

  165. Outstanding equity awards at fiscal year-end

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  166. Outstanding equity awards at fiscal year-end

    | 2 | When dividends are distributed to shareholders, dividend equivalents are credited on the RSU awards in an amount equal to the dollar amount of dividends that would be payable on the total number of RSUs credited as of the dividend distribution date and divided by the closing price of the Company’s common stock on that date and are subject to the same vesting requirements that apply to the underlying RSU award. These dividend equivalents are only distributed to the award holder if and when the underlying RSU award vests. This column includes dividend equivalent units that have accrued through December 31, 2023. | | 3 | The amounts in this column represent the value of the RSUs listed in column (g) based on a share price of $37.70, the closing price of Verizon’s common stock on December 29, 2023. | | 4 | The amounts listed in this column represent the number of PSUs outstanding on December 31, 2023 with respect to the following awards: | | (1) | for all of the named executive officers, their 2022 annual PSU awards granted on March 1, 2022 which are scheduled to vest on December 31, 2024. | | (2) | for all of the named executive officers, their 2023 annual PSU awards granted on March 1, 2023 which are scheduled to vest on December 31, 2025. | | (3) | for Mr. Skiadas, his incremental 2023 PSU award granted on May 1, 2023 which is scheduled to vest on December 31, 2025. | | (4) | for Mr. Sampath, his incremental 2022 PSU award granted on July 1, 2022 which is scheduled to vest on December 31, 2024 and his incremental 2023 PSU award granted on March 2, 2023 which is scheduled to vest on December 31, 2025. | | 5 | When dividends are distributed to shareholders, dividend equivalents are credited on the PSU awards in an amount equal to the dollar amount of dividends that would be payable on the total number of PSUs credited as of the dividend distribution date and divided by the closing price of the Company’s common stock on that date and are subject to the same vesting requirements that apply to the underlying PSU award. The PSUs, and the applicable dividend equivalents, are paid if and to the extent that the applicable award vests. As required by SEC rules, the number of units in this column represent the 2022 annual PSU awards at a 25% vesting percentage and the 2023 annual PSU awards at a 98% vesting percentage, in each case including accrued dividend equivalents through December 31, 2023 that will be paid if the awards vest at the indicated levels. | | 6 | The amounts in this column represent the value of the PSUs listed in column (i) based on a share price of $37.70, the closing price of Verizon’s common stock on December 29, 2023. |

  167. Option exercises and stock vested

    Option exercises and stock vested

  168. Option exercises and stock vested

    | Name (a) | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) (b) | Value realized on exercise ($) (c) | Number of shares acquired on vesting(1) (#) (d) | Value realized on vesting(1)(2) ($) (e) | | Mr. Vestberg | 0 | 0 | 387,524 | 13,783,011 | | Mr. Skiadas | 0 | 0 | 45,056 | 1,605,249 | | Mr. Sampath | 0 | 0 | 85,248 | 3,157,126 | | Mr. Malady | 0 | 0 | 52,900 | 2,021,702 | | Mr. Silliman | 0 | 0 | 49,812 | 1,903,793 | | Mr. Ellis | 0 | 0 | 62,015 | 2,371,539 |

  169. Option exercises and stock vested

    | 1 | The amounts include dividend equivalents that were credited on the 2021 PSU award that vested on December 31, 2023 in accordance with the terms of the award. The amounts also include dividend equivalents that were credited on the RSU awards that vested on March 1, 2023 and March 2, 2023, as well as the RSU award for Mr. Sampath that vested on February 10, 2023, the PSUs that vested on July 31, 2023 for Mr. Vestberg and the RSU awards for Messrs. Sampath and Silliman that vested on October 29, 2023, in each case in accordance with the terms of the award. With respect to Mr. Vestberg’s PSU award that vested on July 31, 2023, Mr. Vestberg is required to hold the shares he acquired upon vesting of those awards (net of tax withholding) for at least two years following the vesting date unless he dies or becomes disabled. |

  170. Option exercises and stock vested

    | 2 | For Messrs. Vestberg, Skiadas, Sampath, Malady, Silliman and Ellis, the amounts in this column include the number of shares acquired on vesting of their 2021 annual PSU awards multiplied by $37.70, the closing price of Verizon’s common stock on December 29, 2023, which was the last business day prior to the December 31, 2023 vesting date. For all named executive officers, the amounts in this column include the number of shares acquired on vesting of the third tranche of their 2020 annual RSU award that vested on March 2, 2023, multiplied by $38.41, the closing price of Verizon’s common stock on March 2, 2023; and the number of shares acquired on vesting of the second tranche of their 2021 annual RSU award and the first tranche of their 2022 annual RSU award, both which vested on March 1, 2023, multiplied by $38.30, the closing price of Verizon’s common stock on March 1, 2023. For Mr. Vestberg, the amount also includes the number of shares acquired on vesting of his special 2018 PSU award multiplied by $34.08, the closing stock price of Verizon’s common stock on the July 31, 2023 vesting date. For Mr. Sampath, the amount also includes the number of shares acquired on vesting of his special 2020 RSU award multiplied by $40.01, the closing price of Verizon’s common stock on the February 10, 2023 vesting date and the special 2021 retention RSU award multiplied by $33.44, the closing price of Verizon’s common stock on October 27, 2023, the last business day prior to the October 29, 2023 vesting date. For Mr. Skiadas, the amount also includes number of shares acquired on vesting of the special 2021 retention RSU award multiplied by $33.44, the closing price of Verizon’s common stock on October 27, 2023, the last business day prior to the October 29, 2023 vesting date. |

  171. Pension benefits

    Pension benefits

  172. Pension benefits

    | Name (a) | Plan name (b) | Number of years credited service (#) (c) | Present value of accumulated benefit(1) ($) (d) | Payments during last fiscal year ($) (e) | | Mr. Malady | Verizon Wireless Retirement Plan – Qualified | 23 | 25,550 | 0 | | Mr. Silliman | MCI – Qualified | 26 | 9,783 | 0 |

  173. Pension benefits

    | 1 | The values are based on the assumptions for the actuarial determination of pension benefits as required by the relevant accounting standards as described in Note 11 to the Company’s consolidated financial statements for the year ended December 31, 2023, as included in Verizon’s 2023 Annual Report on Form 10-K. However, in accordance with the requirements for this table, the values are calculated using the executive’s retirement at the earliest age at which they can retire without having the retirement benefit reduced under the plan. |

  174. Nonqualified deferred compensation

    Nonqualified deferred compensation

  175. Nonqualified deferred compensation

    | Name (a) | | Executive contributions in last FY(1) ($) (b) | Registrant contributions in last FY(2) ($) (c) | Aggregate earnings in last FY ($) (d) | Aggregate withdrawals/ distributions(3) ($) (e) | Aggregate balance at last FYE(3) ($) (f) | | Mr. Vestberg | Verizon Executive Deferral Plan | 265,950 | 265,950 | 124,295 | 0 | 3,067,543 | | Mr. Skiadas | Verizon Executive Deferral Plan | 179,566 | 53,928 | 117,073 | (46,952) | 2,685,325 | | | Verizon Wireless Executive Savings Plan | 0 | 0 | 7,146 | 0 | 227,641 | | Mr. Sampath | Verizon Executive Deferral Plan | 91,292 | 91,292 | 107,360 | 0 | 2,546,537 | | Mr. Malady | Verizon Executive Deferral Plan | 632,858 | 109,562 | 541,607 | 0 | 7,536,858 | | | Verizon Wireless Executive Savings Plan | 0 | 0 | 22 | 0 | 416 | | Mr. Silliman | Verizon Executive Deferral Plan | 255,992 | 100,697 | 189,208 | (95,114) | 5,017,722 | | Mr. Ellis | Verizon Executive Deferral Plan | 87,262 | 87,262 | 116,238 | (865,752) | 2,575,198 |

  176. Nonqualified deferred compensation

    | 1 | Of the amounts listed in this column, the following amounts are also included in the Summary Compensation table for 2023 in columns (c) and (j): for Mr. Vestberg, $70,200; for Mr. Skiadas, $32,754; for Mr. Sampath, $40,985; for Mr. Malady, $45,608; for Mr. Silliman, $34,142; and for Mr. Ellis, $12,877. | | 2 | The amounts listed in this column are also included in columns (i) and (j) of the Summary Compensation table. | | 3 | The aggregate amounts shown in columns (e) and (f) include the following amounts that were reported as compensation to the named executive officers in the Summary Compensation table for the following years: |

  177. Nonqualified deferred compensation

    | • | For Mr. Vestberg, a total of $2,768,418 was reported (2018 to 2023); | | • | For Mr. Sampath, a total of $163,985 was reported (2023); | | • | For Mr. Malady, a total of $2,211,741 was reported (2022 to 2023); | | • | For Mr. Silliman, a total of $387,080 was reported (2023); and | | • | For Mr. Ellis, a total of $1,540,073 was reported (2017 to 2023). |

  178. Potential payments upon termination or change in control

    Potential payments upon termination or change in control The following summaries and tables describe and quantify the potential payments and benefits that would be provided to each of our named executive officers, other than Mr. Ellis, if a termination of employment or change in control of Verizon had occurred at the end of 2023 under Verizon’s compensation plans and agreements. On April 29, 2023, Mr. Ellis separated from Verizon. The payments and benefits that Mr. Ellis became entitled to receive in connection with his separation from Verizon on April 29, 2023 are discussed under the heading “Separation of Mr. Ellis” beginning on page 53.

  179. Potential payments upon qualifying separation or involuntary termination without cause

    Potential payments upon qualifying separation or involuntary termination without cause Mr. Vestberg. As CEO, Mr. Vestberg is not eligible to participate in the Senior Manager Severance Plan described below. Mr. Vestberg is also not a party to an employment agreement with Verizon or any other agreement that would provide him with cash severance benefits in the event his employment is involuntarily terminated by Verizon without cause. Senior Manager Severance Plan. Verizon provides severance benefits to certain employees, including all of the named executive officers other than the CEO, under the Senior Manager Severance Plan. Under the plan, a named executive officer is eligible to receive severance benefits if he or she experiences a “qualifying separation” from Verizon, which is generally defined as an involuntary termination by Verizon without cause, a voluntary termination by the executive solely due to the executive’s refusal to accept a qualifying reclassification or relocation (as those terms are defined in the plan) or a determination by the independent members of the Board that the named executive officer has incurred a qualifying separation. A severance benefit, if triggered, is payable to an executive only if the executive executes a release of claims against Verizon in the form satisfactory to Verizon and agrees not to compete or interfere with any Verizon business for a period of one year after termination from employment and always to protect Verizon’s trade secrets and proprietary information. If a named executive officer incurs a qualifying separation under the plan, he or she is eligible to receive the following benefits: (i) a lump-sum cash separation payment equal to two times the sum of his or her base salary and target Short-Term Plan award opportunity; and (ii) continued medical, dental and vision coverage for two years. In addition, if the executive’s qualifying separation occurs prior to the last day of the year, the executive will receive a prorated Short-Term Plan award for the year in which the separation occurs, determined based on the actual level of achievement of the performance criteria under the Short-Term Plan for the applicable year and payable at the time that awards are payable to participating employees generally under the plan. To the extent that an executive also becomes eligible for severance benefits under any outstanding agreement, plan or any other arrangement, the executive’s cash severance payment under the Senior Manager Severance Plan will be reduced on a dollar-for-dollar basis by the amount of the severance benefits payable to the executive under such other agreement, plan or arrangement. Other benefits. Upon an involuntary termination of employment without cause, a named executive officer would also be eligible to receive financial planning and outplacement services for one year following termination on the same basis as provided to other senior executives. However, executives would only be entitled to receive financial planning services if they participate in the program in the year in which their employment terminates. In addition, under the terms of the executive life insurance plan, each named executive officer who is retirement eligible upon termination and who continues to pay the annual premiums on the life insurance policy owned by the executive would be eligible to receive an annual cash payment from Verizon to defray a portion of the annual premiums until the latest of the executive’s attainment of age 60 or the completion of 5 years of plan participation. Retirement eligibility is generally defined as having attained 75 points (age plus years of service) with at least 15 years of service, having attained age 65 and 5 years of service or having attained age 55 and 10 years of service. If the named executive officer is not retirement eligible upon termination and has not reached plan maturity (age 60 and 5 years of plan participation) upon termination, the executive would be eligible to receive one additional annual cash payment to defray a portion of the annual premiums for the two years following the year in which the executive’s termination occurs. If the named executive officer is retirement eligible upon termination and has achieved plan maturity upon his or her termination, the executive would not be entitled to any additional cash payment from Verizon.

  180. Potential payments upon qualifying separation or involuntary termination without cause

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  181. Potential payments upon qualifying separation or involuntary termination without cause

    Estimated payments. The following table shows Verizon’s estimate of the amount of benefits the named executive officers would have been entitled to receive had their employment been involuntarily terminated without cause on the last business day of 2023 or had they incurred a qualifying separation under the Senior Manager Severance Plan.

  182. Potential payments upon qualifying separation or involuntary termination without cause

    | Name | Cash separation payment ($) | Continued health benefits(1) ($) | Outplacement services ($) | Financial planning ($) | Executive life insurance benefit(2) ($) | | Mr. Vestberg | 0 | 0 | 0 | 0 | 0 | | Mr. Skiadas | 4,000,000 | 64,871 | 40,000 | 11,000 | 224,572 | | Mr. Sampath | 5,250,000 | 60,797 | 40,000 | 13,000 | 29,030 | | Mr. Malady | 5,000,000 | 64,871 | 40,000 | 13,000 | 147,760 | | Mr. Silliman | 4,500,000 | 60,797 | 40,000 | 13,000 | 102,646 |

  183. Potential payments upon qualifying separation or involuntary termination without cause

    | 1 | The amounts reflect Verizon’s estimated cost of providing medical, dental and vision coverage for two years. | | 2 | The amount for Mr. Sampath, who is not retirement eligible, reflects one additional annual cash payment to defray a portion of the annual premium for the two years following the year in which his termination occurs. The amounts for Messrs. Skiadas, Malady and Silliman, who are retirement eligible, reflects the value of the future annual cash payments from Verizon used to defray a portion of the annual premiums until their attainment of age 60. |

  184. Potential payments upon death, disability or retirement

    Potential payments upon death, disability or retirement Under the terms of the executive life insurance plan, in the event of disability or a qualifying retirement, a named executive officer who continues to pay the annual premiums on the life insurance policy owned by the executive would be eligible to receive an annual payment from Verizon to defray a portion of the annual premium until the latest of the executive’s attainment of age 60 or the completion of 5 years of plan participation. If the named executive officer dies, his or her beneficiary would be entitled to receive the proceeds of the life insurance policy owned by the executive, payable by the third-party issuer of the policy. Under the Short-Term Plan, if the named executive officer’s employment terminates due to death, disability or a qualifying retirement prior to the last day of the year, the executive would be eligible for a prorated Short-Term Plan award for the year in which the termination date occurred, determined based on the actual level of achievement of the performance criteria under the Short-Term Plan for the applicable year and payable at the time that awards are generally payable to participating employees under the plan. As described above, if the executive’s employment terminates on the last day of the year for any reason other than for cause, the full amount of the Short-Term Plan award, determined based on the actual level of achievement of the performance criteria under the Short-Term Plan for the applicable year, would have been payable. In addition, upon death, disability or a qualifying retirement, each named executive officer would also be eligible to receive financial planning services for one year following termination on the same basis as provided to other senior executives, provided that the executive participated in the program in the year in which his or her employment terminates. Upon disability, the named executive officers would also be eligible for disability benefits under the tax-qualified and nonqualified disability plans.

  185. Potential payments upon death, disability or retirement

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  186. Potential payments upon death, disability or retirement

    Estimated payments. The following table shows Verizon’s estimate of the amount of benefits the named executive officers would have been entitled to receive had their employment terminated due to death, disability or qualifying retirement on the last business day of 2023.

  187. Potential payments upon death, disability or retirement

    | Name | Executive life insurance benefit(1) ($) | Disability benefit(2) ($) | Financial planning ($) | | Mr. Vestberg | | | | | Death | 10,000,000 | 0 | 21,300 | | Disability | 253,103 | 1,469,888 | 21,300 | | Retirement(3) | 0 | 0 | 0 | | Mr. Skiadas | | | | | Death | 8,000,000 | 0 | 11,000 | | Disability | 224,572 | 1,500,780 | 11,000 | | Retirement | 224,572 | 0 | 11,000 | | Mr. Sampath | | | | | Death | 8,000,000 | 0 | 13,000 | | Disability | 380,358 | 1,796,346 | 13,000 | | Retirement(3) | 0 | 0 | 0 | | Mr. Malady | | | | | Death | 3,826,000 | 0 | 13,000 | | Disability | 147,760 | 1,389,674 | 13,000 | | Retirement | 147,760 | 0 | 13,000 | | Mr. Silliman | | | | | Death | 3,826,000 | 0 | 13,000 | | Disability | 102,646 | 1,417,514 | 13,000 | | Retirement | 102,646 | 0 | 13,000 |

  188. Potential payments upon death, disability or retirement

    | 1 | In the event of death, the amount represents the proceeds from the life insurance policy owned by the named executive officer, payable by the third-party issuer of the policy. In the event of disability or retirement, the amount, if any, represents the total amount of annual cash payments to the named executive officer to defray a portion of the annual premium of the life insurance policy owned by him or her, provided that the named executive officer continues to pay the annual premiums pursuant to the terms of the executive life insurance program. | | 2 | Assumes that each named executive officer would be immediately eligible for long-term disability benefits from Verizon’s qualified and nonqualified disability benefit plans. The assumptions used to calculate the value of the disability benefits include a discount rate of 5.12% and mortality and recovery based on the 2012 Group Long-Term Disability Valuation Table. These rates represent the probability of death or recovery between the date of disability and the payment end date. The qualified portion of the disability benefit for Messrs. Vestberg, Skiadas, Sampath, Malady and Silliman, is estimated at $769,980, $615,099, $735,336, $569,765 and $581,180, respectively, and the nonqualified portion of the disability benefit for Messrs. Vestberg, Skiadas, Sampath, Malady and Silliman, is estimated at $699,908, $885,681, $1,061,010, $819,909 and $836,334, respectively. In order to receive the nonqualified portion of the disability benefit, the executive must pay the premium associated with the qualified portion of the benefit. | | 3 | Messrs. Vestberg and Sampath would not have been entitled to receive executive life insurance benefits or financial planning benefits because they had not fulfilled the eligibility requirements for retirement under the terms of those programs on the last business day of 2023. |

  189. Potential payments upon death, disability or retirement

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  190. Potential payments upon change in control

    Potential payments upon change in control Verizon does not maintain any plans or arrangements that provide for any named executive officer to receive cash severance or any other cash payments in connection with a change in control of Verizon. If the named executive officer’s employment terminates in connection with or following a change in control, he or she would be eligible for the same benefits, if any, that would become payable to the executive upon his or her termination under the circumstances as described above. Under the Short-Term Plan, if a change in control occurs, all outstanding awards will vest and become payable on the regularly scheduled payment date.

  191. Pay versus performance

    Pay versus performance

  192. Pay versus performance table

    Pay versus performance table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance of the Company. For further information concerning Verizon’s variable pay-for-performance philosophy and how Verizon aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis beginning on page 23.

  193. Pay versus performance table

    | | | | Average Summary Compensation | Average | Value of initial fixed $100 investment based on: | | | | | Year (a) | Summary Compensation table total for CEO(1) ($) (b) | Compensation Actually Paid to CEO(2) ($) (c) | table total for non-CEO named executive officers(3)($) (d) | Compensation Actually Paid to non-CEO named executive officers(4) ($) (e) | Total shareholder return(5) ($) (f) | Peer group total shareholder return(6) ($) (g) | Net income(7) ($ in millions) (h) | Company Selected Measure: Adjusted EPS(8)($) (i) | | 2023 | 24,129,317 | 17,840,203 | 10,823,622 | 7,015,925 | 75.92 | 140.75 | 12,095 | 4.71 | | 2022 | 19,832,750 | 9,173,486 | 9,782,141 | 6,405,568 | 73.88 | 90.34 | 21,748 | 5.18 | | 2021 | 20,342,871 | 10,522,628 | 9,282,312 | 4,091,712 | 92.36 | 150.27 | 22,618 | 5.50 | | 2020 | 19,097,582 | 20,279,502 | 8,546,205 | 9,203,481 | 99.88 | 123.61 | 18,348 | 5.10 |

  194. Pay versus performance table

    | 1 | The amounts in this column are the amounts of total compensation reported for Mr. Vestberg for each corresponding year in the “Total” column of the Summary Compensation table on page 40. | | 2 | The amounts in this column represent the amount of “Compensation Actually Paid” to Mr. Vestberg, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Vestberg during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Vestberg’s total compensation for each year to determine the “Compensation Actually Paid”: |

  195. Pay versus performance table

    | Year | Reported Summary Compensation table total for CEO ($) | Reported value of equity awards(a) ($) | Equity award adjustments(b) ($) | Reported change in the actuarial present value of pension benefits(c) ($) | Pension benefit adjustments ($) | Compensation Actually Paid to CEO ($) | | 2023 | 24,129,317 | 18,000,042 | 11,710,928 | 0 | 0 | 17,840,203 | | 2022 | 19,832,750 | 14,500,057 | 3,840,793 | 0 | 0 | 9,173,486 | | 2021 | 20,342,871 | 14,500,057 | 4,679,814 | 0 | 0 | 10,522,628 | | 2020 | 19,097,582 | 13,300,074 | 14,481,994 | 0 | 0 | 20,279,502 |

  196. Pay versus performance table

    | a | This column reflects the grant date fair value of equity awards, which are the total of the amounts reported in the “Stock awards” and “Option awards” columns in the Summary Compensation table for the applicable year. | | b | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  197. Pay versus performance table

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  198. Pay versus performance table

    | Year | Year end fair value of equity awards granted in the year and outstanding and unvested as of the end of the year ($) | Change in fair value of equity awards granted in prior years and outstanding and unvested as of the end of the year ($) | Fair value as of vesting date of equity awards granted and vested in the year ($) | Change in fair value of equity awards granted in prior years that vested in the year ($) | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total equity award adjustments ($) | | 2023 | 18,922,016 | (3,366,909) | 0 | (3,844,179) | 0 | 0 | 11,710,928 | | 2022 | 10,871,633 | (6,577,872) | 0 | (452,969) | 0 | 0 | 3,840,793 | | 2021 | 12,793,858 | (3,570,518) | 0 | (4,543,526) | 0 | 0 | 4,679,814 | | 2020 | 13,776,962 | (33,245) | 0 | 738,276 | 0 | 0 | 14,481,994 |

  199. Pay versus performance table

    | c | The amounts included in this column are the amounts reported in “Change in pension and nonqualified deferred compensation” column of the Summary Compensation table for each applicable year. Mr. Vestberg is not eligible for pension benefits. |

  200. Pay versus performance table

    | 3 | The amounts in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding Mr. Vestberg, who has served as our CEO since 2018) in the “Total” column of the Summary Compensation table in each applicable year. The names of each of the named executive officers (excluding Mr. Vestberg) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Skiadas, Sampath, Malady, Silliman, and Ellis, (ii) for 2022, Messrs. Ellis, Malady, Sampath and Silliman, and Tami Erwin and Manon Brouillette; (iii) for 2021, Messrs. Ellis and Malady, Ronan Dunne and K. Guru Gowrappan, and Ms. Erwin; and (iv) for 2020, Messrs. Ellis, Dunne and Gowrappan, and Ms. Erwin. |

  201. Pay versus performance table

    | 4 | The amounts in this column represent the average amount of “Compensation Actually Paid” to the named executive officers as a group (excluding Mr. Vestberg), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Vestberg) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Vestberg) for each year to determine the “Compensation Actually Paid”, using the same methodology described above in Note 2: |

  202. Pay versus performance table

    | Year | Average reported Summary Compensation table total for non-CEO named executive officers ($) | Average reported value of equity awards ($) | Average equity award adjustments(a) ($) | Average reported change in the actuarial present value of pension benefits ($) | Average pension benefit adjustments ($) | Average Compensation Actually Paid to non-CEO named executive officers ($) | | 2023 | 10,823,622 | 7,600,044 | 3,793,065 | 718 | 0 | 7,015,925 | | 2022 | 9,782,141 | 6,833,403 | 3,456,829 | 0 | 0 | 6,405,568 | | 2021 | 9,282,312 | 6,510,037 | 1,319,470 | 33 | 0 | 4,091,712 | | 2020 | 8,546,205 | 6,125,043 | 6,798,961 | 16,642 | 0 | 9,203,481 |

  203. Pay versus performance table

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  204. Pay versus performance table

    | a | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |

  205. Pay versus performance table

    | Year | Average year end fair value of equity awards granted in the year and outstanding and unvested as of the end of the year ($) | Average change in fair value of equity awards granted in prior years and outstanding and unvested as of the end of the year ($) | Average fair value as of vesting date of equity awards granted and vested in the year ($) | Average change in fair value of equity awards granted in prior years that vested in the year ($) | Average fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total average equity award adjustments ($) | | 2023 | 6,605,811 | (1,134,678) | 0 | (871,555) | (806,513) | 0 | 3,793,065 | | 2022 | 5,138,130 | (1,483,883) | 0 | (197,419) | 0 | 0 | 3,456,829 | | 2021 | 4,859,383 | (1,048,432) | 0 | (1,938,114) | (553,367) | 0 | 1,319,470 | | 2020 | 6,344,668 | (9,872) | 0 | 464,165 | 0 | 0 | 6,798,961 |

  206. Pay versus performance table

    | 5 | Cumulative total shareholder return (TSR) is calculated by dividing (i) the sum of (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between the Company’s share price at the end and the beginning of the measurement period, by (ii) the Company’s share price at the beginning of the measurement period. | | 6 | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Telecommunications Services Index, which is the peer group used in the Company’s 2023 Annual Report on Form 10-K for purposes of the stock performance graph pursuant to Item 201(e) of Regulation S-K. | | 7 | The amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. | | 8 | Adjusted EPS is calculated by excluding from the calculation of reported EPS the effect of special items. A reconciliation of adjusted EPS to reported EPS may be found in Appendix B. |

  207. Pay versus performance relationship discussion

    Pay versus performance relationship discussion As described in greater detail in the Compensation Discussion and Analysis beginning on page 26, Verizon’s executive compensation program reflects a pay-for-performance philosophy, with approximately 90% of named executive officers’ total compensation opportunity in the form of variable, incentive-based pay. The metrics we use for both our long-term and short-term incentive awards are selected based on an objective to pay for superior results and sustainable growth by rewarding the achievement of challenging short- and long-term performance goals designed to build shareholder value and drive performance. While Verizon utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. The following charts illustrate the relationship between the “Compensation Actually Paid” and the financial performance measures set forth in the Pay versus Performance table above: TSR, peer group TSR, net income and adjusted EPS, which is the measure the Company identified as the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link “Compensation Actually Paid” to the Company’s named executive officers, for the most recently completed fiscal year, to Company performance. The Company selected adjusted EPS, which is a performance metric under our Long-Term Plan (subject to adjustment in accordance with the terms of the awards), because it is a performance metric under each of the annual Long-Term Plan awards that impacts the 2023 “Compensation Actually Paid”, and the Company’s adjusted EPS has an impact on the Company’s stock price and relative TSR, which also affect the value of those awards. We believe the “Compensation Actually Paid” in each of the years reported above and over the four-year cumulative period are reflective of the Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under our short-term and long-term plans.

  208. Pay versus performance relationship discussion

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  209. Pay versus performance relationship discussion

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  210. Pay versus performance relationship discussion

    For 2023, the most important financial performance measures we used to link executive “Compensation Actually Paid” to the named executive officers to Verizon’s performance are as follows, which are described in more detail in the Compensation Discussion and Analysis and are the performance metrics the Committee chose for Company’s 2023 Long-Term Plan and Short-Term Plan:

  211. Pay versus performance relationship discussion

    | • | Adjusted EPS | | • | Service and other revenue | | • | Free cash flow | | • | Relative TSR | | • | Adjusted operating income | | • | Cash flow from operations |

  212. CEO pay ratio disclosure

    CEO pay ratio disclosure Pursuant to SEC rules, we are required to disclose in this proxy statement the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees (excluding the CEO). We determined that the annualized total compensation of Mr. Vestberg was $24,152,824, the median of the 2023 annual total compensation of all of our employees (excluding Mr. Vestberg) was $167,334, and the ratio of these amounts was 144 to 1. For purposes of calculating the ratio, the value of employer provided benefits under non-discriminatory health plans was included in the compensation of each of Mr. Vestberg and the median employee. As required by SEC rules, the calculation of annual total compensation for both the CEO and the median employee includes a change in pension value during the year. The change in pension value is subject to several external variables, including interest rates that are not related to company or individual performance and may differ significantly based on the formula under which the benefits were earned. The change in pension value for the median employee was $23,836 during the year. Because Mr. Vestberg does not have a pension benefit, we note that if we eliminated the change in pension value from our median employee’s 2023 annual total compensation, the median employee’s annual total compensation would have been $143,498 and our CEO to median employee pay ratio would have been 168 to 1. We identified our median employee using the methodology described below. There has been no change in our employee population or employee compensation arrangements since the median employee was identified that we believe would significantly impact our pay ratio disclosure. However, our original median employee identified for the 2022 pay ratio disclosure is no longer employed by the Company. Accordingly, as permitted under SEC rules, for purposes of our 2024 pay ratio disclosure we have substituted a new median employee with substantially similar compensation as the original median employee based on the compensation measure used to select the original median employee in 2022. The median employee for our 2024 pay ratio is located in the New York region of the United States. To identify the “median employee” for purposes of the 2022 pay ratio disclosure (i.e., the individual employee whose compensation was at the median level among our entire employee group), we used a determination date of October 1, 2021 and analyzed, for all of the individuals employed by us or any of our consolidated subsidiaries on that date, the compensation that we paid to each of those individuals for the 12-month period ending on that date. We considered each employee’s “compensation” to consist of (i) the employee’s total gross earnings for the 12-month period ending October 1, 2021, plus (ii) the estimated amount of Verizon’s contributions for that period to the retirement plans in which the employee participates, plus (iii) the estimated present value of the employee’s accrual under a Verizon pension plan (if any) for those who are still accruing service and whose benefits have not otherwise been frozen. The compensation for employees, other than temporary and seasonal employees, who were not employed by us for the entire 12-month period was annualized to reflect compensation for the entire 12-month period.

  213. CEO pay ratio disclosure

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  214. Directors and executive officers

    Directors and executive officers The following table shows the number of shares of Verizon common stock beneficially owned by, as well as the total stock-based holdings of, each of the named executive officers, each Director, and all executive officers and Directors as a group as of February 15, 2024. The aggregate number of shares beneficially owned by executive officers and Directors represents less than one percent of the total number of outstanding shares of Verizon common stock. Unless we indicate otherwise, each individual has sole voting and/or investment power with respect to the shares.

  215. Directors and executive officers

    | Named executive officers | Stock(1) | Total stock- based holdings(2) | | Hans Vestberg* | 572,130 | 1,286,189 | | Anthony Skiadas | 109,422 | 332,374 | | Sowmyanarayan Sampath | 126,873 | 470,910 | | Kyle Malady | 139,830 | 529,826 | | Craig Silliman | 127,703 | 489,598 | | Matthew Ellis** | 89,432 | 141,342 | | Directors | | | | Shellye Archambeau | 0 | 50,800 | | Roxanne Austin | 0 | 17,933 | | Mark Bertolini | 225 | 44,738 | | Vittorio Colao | 0 | 6,735 | | Melanie Healey | 0 | 63,608 | | Laxman Narasimhan | 248 | 15,224 | | Clarence Otis, Jr. | 3,000 | 122,747 | | Daniel Schulman | 0 | 26,614 | | Rodney Slater | 0 | 78,678 | | Carol Tomé | 52 | 10,892 | | Gregory Weaver | 0 | 41,631 | | All of the above and other executive officers as a group(3) | 1,212,705 | 4,131,205 |

  216. Directors and executive officers

    | What are “total stock-based holdings”? | | The “Total stock-based holdings” column shows the total economic exposure that the Directors and executive officers have to Verizon common stock. In addition to shares of common stock beneficially held, which are included in the “Stock” column, our Directors and executive officers have interests in other stock-based units under Verizon deferred compensation plans and stock-based long-term incentive awards. We include these interests in the “Total stock-based holdings” column because they create the same exposure for Directors and executive officers to Verizon, the same alignment with shareholders’ interests, and the same incentives to drive the Company’s success. |

  217. Directors and executive officers

    | * | Mr. Vestberg also serves as a Director. | | ** | Mr. Ellis separated from Verizon on April 29, 2023. | | 1 | In addition to direct and indirect holdings, the “Stock” column includes shares that may be acquired within 60 days pursuant to the conversion of RSUs as follows: 136,902 shares for Mr. Vestberg; 44,088 shares for Mr. Skiadas; 59,889 shares for Mr. Sampath; 63,380 shares for Mr. Malady; 57,960 shares for Mr. Silliman; and 10,434 shares for Mr. Ellis. Prior to conversion, the shares underlying the RSUs may not be voted or transferred. The amounts in this column for Mr. Bertolini and Ms. Tomé include shares held by foundations. No shares are pledged as security. | | 2 | The “Total stock-based holdings” column includes, in addition to shares listed in the “Stock” column, stock-based units under deferred compensation plans and stock-based long-term incentive awards, which may not be voted or transferred. | | 3 | Does not include shares held by Mr. Ellis, who ceased to be an executive officer as of April 29, 2023. |

  218. Directors and executive officers

    | Proxy summary | Governance | Executive compensation | Audit matters | Stock ownership | Shareholder proposals | Additional information |

  219. Earnings per share reconciliation for Pay versus Performance

    Earnings per share reconciliation for Pay versus Performance

  220. Earnings per share reconciliation for Pay versus Performance

    | | (per share amounts) | | | | | Years ended December 31, | 2020 | 2021 | 2022 | 2023 | | Reported earnings per share | $4.30 | $5.32 | $5.06 | $2.75 | | Amortization of acquisition-related intangible assets | 0.20 | 0.11 | 0.15 | 0.15 | | Loss on spectrum licenses | 0.22 | 0.04 | – | – | | Net early debt redemption costs | 0.02 | 0.63 | 0.22 | – | | Severance, pension and benefits (credits) charges | 0.33 | (0.39) | (0.25) | 0.27 | | Net (gain) loss from dispositions of assets and businesses | 0.03 | (0.20) | – | – | | Verizon Business Group goodwill impairment | – | – | – | 1.37 | | Asset rationalization | – | – | – | 0.09 | | Non-strategic business shutdown | – | – | – | 0.02 | | Business transformation costs | – | – | – | 0.03 | | Legal settlement | – | – | – | 0.02 | | Adjusted earnings per share* | $5.10 | $5.50 | $5.18 | $4.71 |

  221. Earnings per share reconciliation for Pay versus Performance

    | * May not add due to rounding. |

  222. Earnings per share reconciliation for Pay versus Performance

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  223. Earnings per share reconciliation for Pay versus Performance

    | Annual Meeting Proxy Card | | | IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. | |

  224. Earnings per share reconciliation for Pay versus Performance

    | A | The Board of Directors recommends a vote FOR all the nominees listed, and FOR Proposals 2 and 3. |

  225. Earnings per share reconciliation for Pay versus Performance

    | 1. | Election of Directors: | | | | | | | | | | | | | | | | For | Against | Abstain | | For | Against | Abstain | | For | Against | Abstain | + | | | 01 - Shellye Archambeau | ☐ | ☐ | ☐ | 02 - Roxanne Austin | ☐ | ☐ | ☐ | 03 - Mark Bertolini | ☐ | ☐ | ☐ | | | | 04 - Vittorio Colao | ☐ | ☐ | ☐ | 05 - Laxman Narasimhan | ☐ | ☐ | ☐ | 06 - Clarence Otis, Jr. | ☐ | ☐ | ☐ | | | | 07 - Daniel Schulman | ☐ | ☐ | ☐ | 08 - Rodney Slater | ☐ | ☐ | ☐ | 09 - Carol Tomé | ☐ | ☐ | ☐ | | | | 10 - Hans Vestberg | ☐ | ☐ | ☐ | | | | | | | | | |

  226. Earnings per share reconciliation for Pay versus Performance

    | | | For | Against | Abstain | | For | Against | Abstain | | 2. | Advisory vote to approve executive compensation | ☐ | ☐ | ☐ | 3. Ratification of appointment of independent registered public accounting firm | ☐ | ☐ | ☐ |

  227. Earnings per share reconciliation for Pay versus Performance

    | B | The Board of Directors recommends a vote AGAINST Proposals 4 - 10: |

  228. Earnings per share reconciliation for Pay versus Performance

    | | | For | Against | Abstain | | For | Against | Abstain | | For | Against | Abstain | | 4. | Prohibit political contributions study | ☐ | ☐ | ☐ | 5. Lobbying activities report | ☐ | ☐ | ☐ | 6. Amend clawback policy | ☐ | ☐ | ☐ | | 7. | Independent Board chair | ☐ | ☐ | ☐ | 8. Civil liberties in digital services | ☐ | ☐ | ☐ | 9. Lead-sheathed cable report | ☐ | ☐ | ☐ | | 10. | Political expenditures misalignment | ☐ | ☐ | ☐ | | | | | | | | |

  229. Earnings per share reconciliation for Pay versus Performance

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  230. Earnings per share reconciliation for Pay versus Performance

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  231. Earnings per share reconciliation for Pay versus Performance

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