Verizon Communications Inc DEF 14A, filed Apr 6, 2026

Verizon Communications Inc (VZ)

DEF 14A 2026-04-06 For: 2026-05-21

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Added on June 12, 2026

About this DEF 14A

Verizon Communications Inc filed this DEF 14A on April 6, 2026.

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CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Online	Phone	Mail	At the virtual meeting

•	Elect the 9 Directors identified in the accompanying proxy statement
•	Approve, on an advisory basis, Verizon’s executive compensation
•	Approve Verizon’s 2026 Long-Term Incentive Plan
•	Ratify the appointment of the independent registered public accounting firm
•	Act on the shareholder proposals described in the proxy statement that are properly presented at the meeting
•	Consider any other business that is properly brought before the meeting

•	Invest in the Business: Invest in our business to maintain the network excellence our customers expect from us.
•	Dividend Growth: We are committed to our dividend, as shown by our 20 consecutive years of increases, and we are aiming to position the Board to continue increasing our dividend per our track record.
•	Balance Sheet Strength: Maintain a strong balance sheet with significant financial capacity and flexibility for strategic investment, as well as a commitment to paying down debt.
•	Cash Return: Focus on returning cash to shareholders. Our Board recently authorized up to $25 billion of share repurchases, which we expect to complete over the next three years, with at least $3 billion expected to be repurchased in 2026. Together with the dividend, we expect to return approximately $55 billion to shareholders through the end of 2028.



Daniel Schulman	Mark Bertolini
Chief Executive Officer	Chair of the Board of Directors

Proxy summary	i

Governance	1
Item 1: Election of Directors	1

Our approach to Board composition	1
Our Board’s independence	2
Director nominations	2
Director criteria, qualifications and experience	3
Election process	3
Nominees for election	3
Our governance framework	9

Board leadership structure	9
Board meetings and executive sessions	9
Service on other boards and time commitments	10
Board committees	10
Board and committee assessments	13
Director orientation and continuing education	13
Oversight of strategy	13
Oversight of business risks	14
Other risk-related matters	16
Our approach to shareholder engagement	17
How to contact the Board	17
Non-employee Director compensation	18

Executive compensation	20
Item 2: Advisory vote to approve executive compensation	20

Compensation discussion and analysis	21

Compensation Committee report	41

Compensation tables	42

Item 3: Approval of Verizon’s 2026 Long-Term Incentive Plan	66

Audit matters	74
Item 4: Ratification of appointment of independent registered public accounting firm	74

Audit Committee report	76

Stock ownership	77
Security ownership of certain beneficial owners and management	77

Items 5 – 7 Shareholder proposals	80
Item 5: Board oversight of material issues related to climate change	80

Item 6: Independent board chair	83

Item 7: Risks of non-fiduciary executive compensation metrics	85

Additional information	87
Additional information about our annual meeting	87

Contacting us	92

Other business	92

Appendix A	A-1

Appendix B	B-1

	Item 1: Election of Directors
	The Board of Directors recommends that you vote FOR the election of the Board’s nominees.


	The Director candidates nominated by our Board of Directors are all proven leaders with a strong sense of integrity and respect for differing viewpoints. As a group, they bring a mix of backgrounds, perspectives, skills, experiences and expertise that contributes to a well-rounded Board that is uniquely positioned to effectively oversee Verizon’s strategy and businesses. For additional information about the Director candidates and their respective qualifications, please see the “Governance” section beginning on page 1.

Our nominees’ skills and experience
9	Consumer/B2B/retail
3	Cybersecurity and data stewardship
8	Financial expertise
3	Marketing and brand management
4	Regulatory/public policy
8	Risk management
9	Strategic planning
4	Technology
3	Telecommunications


Shellye Archambeau	Roxanne Austin	Mark Bertolini	Vittorio Colao	Caroline Litchfield


Jennifer Mann	Laxman Narasimhan	Daniel Schulman	Carol Tomé

	Item 2: Advisory vote to approve executive compensation
	The Board of Directors recommends that you vote FOR this proposal.


	We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis and Compensation Tables beginning on pages 21 and 42, respectively.

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 ($)	Total ($)
Daniel Schulman* Chief Executive Officer	375,000	0	32,774,795	0	937,500	0	223,721	34,311,016
Anthony Skiadas Executive Vice President and Chief Financial Officer	1,100,000	0	13,000,067	0	1,650,000	1,299	256,860	16,008,226
Sowmyanarayan Sampath** Former Executive Vice President and Group CEO – Verizon Consumer	1,200,000	0	15,000,015	0	2,400,000	1,277	299,850	18,901,142
Kyle Malady Executive Vice President and Group CEO – Verizon Business	1,100,000	0	9,750,061	0	1,650,000	5,268	257,531	12,762,860
Vandana Venkatesh Executive Vice President and Chief Legal Officer	900,000	0	5,000,068	0	1,350,000	4,265	176,257	7,430,590
Hans Vestberg* Former Chairman and Chief Executive Officer	1,500,000	0	25,000,035	0	3,750,000	1,534	923,453	31,175,022

*	Mr. Daniel Schulman was appointed Verizon’s Chief Executive Officer effective October 4, 2025, when Mr. Hans Vestberg stepped down as Chairman and Chief Executive Officer on that date. Mr. Vestberg continues to serve as a strategic advisor to Verizon.
**	Mr. Sowmyanarayan Sampath stepped down from his role as Executive Vice President and Group CEO – Verizon Consumer on February 4, 2026 and served in an advisory role until his separation from Verizon on March 27, 2026.

	Item 3: Approval of Verizon’s 2026 Long-Term Incentive Plan
	The Board of Directors recommends that you vote FOR this proposal.


	We are asking shareholders to approve Verizon’s 2026 Long-Term Incentive Plan, as described beginning on page 66.

•	Age and tenure. The Committee believes it is important to bring new perspectives and talents to the Board on a regular basis. Verizon does not have term limits for Directors because the Board recognizes that Directors who have served on the Board for an extended period can provide valuable insight into Verizon’s operations and future based on their experience with, and understanding of, Verizon’s history, policies and objectives. As an alternative to term limits, the Board seeks to maintain an average tenure of nine years or less for its independent Directors. In addition, to encourage new viewpoints on the Board, the Board seeks to add at least one new Director every two years on average. We have exceeded this goal by adding six new Directors since 2020. Under Verizon’s Corporate Governance Guidelines, a Director is expected to retire from the Board the day before the annual meeting of shareholders that follows his or her 72nd birthday.
•	Board size. The Committee periodically evaluates whether to change the size of the Board based on the Board’s needs and the availability of qualified candidates.
•	Board dynamics. The Committee considers each Director candidate’s individual contribution or potential contribution to the Board as a whole and strives to maintain one hundred percent active and collaborative participation.

	Item 4: Ratification of auditors
	The Board of Directors recommends that you vote FOR ratification.


	We are asking shareholders to ratify the Audit Committee’s appointment of Ernst & Young LLP (Ernst & Young) as Verizon’s independent registered public accounting firm for 2026. For information on fees paid to Ernst & Young in 2025 and 2024, please see page 74.

	Items 5-7: Shareholder proposals
	The Board of Directors recommends that you vote AGAINST each of the shareholder proposals.


	In accordance with SEC rules, we have included in this proxy statement proposals submitted by shareholders for consideration, if presented at the meeting. The proposals can be found beginning on page 80.

– Consumer/B2B/retail	– Marketing and brand management	– Strategic planning
– Cybersecurity and data stewardship	– Regulatory/public policy	– Technology/information technology
– Financial expertise	– Risk management	– Telecommunications

•	Possess exemplary ethics and integrity
•	Have proven judgment and competence
•	Have professional skills and experience that align with the needs of Verizon’s long-term business strategy and complement the experience represented on the Board
•	Have demonstrated the ability to act independently and be willing to represent the long-term interests of all shareholders and not just those of a particular constituency or perspective
•	Be willing and able to devote sufficient time to fulfill responsibilities to Verizon and our shareholders

•	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.

•	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 and data stewardship: 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.

•	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)

•	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.
•	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. Has been a board member of the Peterson Institute for International Economics since 2016.
•	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.

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

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

•	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’s 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.

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

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

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

•	Leadership: Seasoned finance executive with a track record of success. As CFO of Merck, responsible for leading the finance, investor relations, procurement and facilities operations of a Dow 30 global health care company.
•	Financial expertise: Brings deep expertise in finance, value creation and delivery as a result of a 34-year career at Merck in positions of increasing responsibility in the company’s country, regional and global finance functions, including serving as the company’s CFO since 2021. From 2014 to 2018, led finance for Human Health, Merck’s largest business, overseeing financial operations and reporting in approximately 100 markets.
•	Risk management: Acquired significant risk management experience as a result of her work with Merck’s Audit Committee, which oversees risk relating to finance, business integrity and internal controls over financial reporting through its interactions with key executives, including the CFO.
•	Strategic planning: Played a pivotal role in transforming Merck’s portfolio through mergers and acquisitions, including its $11.5 billion acquisition of Acceleron Pharma in 2021. Instrumental in integrating Merck and Schering-Plough following their $41.1 billion merger in 2009.

		–	Executive Vice President and Chief Financial Officer (2021-present)
		–	Senior Vice President and Treasurer (2019-2021)
		–	Senior Vice President Finance – Global Human Health (2014-2018)
		–	Other executive positions (1990-2014)

•	Leadership: A thoughtful and seasoned executive with a proven track record of success over a 28-year career at The Coca-Cola Company. Manages multiple stakeholder groups that are critical to the company’s success, including customers, system partners, constituents and government officials. As the company’s former Global Chief People Officer from 2017 to 2019, led a global HR function for the company’s 70,000 employees globally, driving people-related change, the transformation required to enable a new enterprise strategy and the modernization of the function by developing a data-driven approach to The Coca-Cola Company’s talent and organizational capability.
•	Marketing and brand management: As head of The Coca-Cola Company’s Global Ventures business from 2019 to 2023, managed many of the company’s top brands, including Costa Coffee, Innocent, Dogadan and the company’s stake in Monster Energy.
•	Consumer/B2B/retail: With a strong consumer orientation developed over multiple leadership roles, leads The Coca-Cola Company’s flagship market comprising the United States, Canada and Puerto Rico, with 320 million consumers holding $350 billion in industry value. Earlier as Global Vice President, led Coca-Cola Freestyle, the touch screen soda fountain, and transformed the business from an innovation bet to a profitable global business that generated $1 billion in revenue.
•	Strategic planning: Oversees a full cross-functional leadership team at The Coca-Cola Company and an $8 billion supply chain and manages 66 franchise bottling partners representing more than 88,000 system employees and 2,300 customers. As the former head of the Global Ventures business, led the company’s largest historical acquisition of Costa Coffee and its integration into the company.

		–	Executive Vice President and President, North America Operating Unit (2023-present)
		–	Senior Vice President and President, Global Ventures (2019-2023)
		–	Senior Vice President and Global Chief People Officer (2017-2019)
		–	Other Executive Positions (2008-2019)

•	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.

		–	Chief Executive Officer (2023-2024)
		–	Chief Executive Officer-elect (2022-2023)