Verizon Communications Inc

This management proposal asks shareholders to approve, on a non-binding advisory basis, the disclosed compensation of Verizon’s named executive officers. Management seeks shareholder endorsement to validate its pay-for-performance approach and to reinforce the compensation framework described in the Compensation Discussion and Analysis and tables. The Board and Human Resources Committee argue the program is designed to align executives’ interests with long-term shareholder value via a heavy weighting toward variable, incentive-based pay (approximately 90% of opportunity), using short-term corporate metrics and multi-year PSU/RSU awards tied to adjusted EPS, free cash flow and wireless service revenue, with a TSR modifier. Key context includes a CEO transition in 2025 and tailored make-whole and CEO awards for the incoming CEO, designed to attract and retain leadership during the Frontier acquisition integration. A vote FOR supports management’s view that compensation design appropriately balances retention, performance incentives, governance safeguards (clawbacks, no tax gross-ups, stock ownership guidelines) and competitive benchmarking. The vote is advisory; the Board will consider results and shareholder feedback in future compensation decisions.

This management proposal requests shareholder approval of Verizon’s 2026 Long-Term Incentive Plan, including authorization for an additional 95 million shares. Management argues the LTIP is necessary to continue granting performance stock units, restricted stock units, options, SARs and other equity awards to attract, retain and motivate employees and align their interests with shareholders. The Plan replaces the 2017 LTIP and includes features intended to protect shareholders: a 10-year term, no evergreen automatic increases, double-trigger change-in-control treatment (no single-trigger acceleration), clawback language, limits on non-employee director award values, and anti-repricing provisions. The Committee retains broad discretion over award terms, performance metrics, and adjustment mechanics for corporate events; share-counting rules restore shares on forfeiture but exclude shares used to pay option exercise prices or tax withholding. Approving the Plan also consolidates remaining 2017 LTIP availability into the successor plan. The Board recommends FOR because management views equity incentives as critical to long-term performance, while the large requested share reserve (and potential dilution) and broad Committee discretion represent the primary governance considerations for investors evaluating the proposal. The Board frames the plan’s safeguards and per-participant limits as mitigation for dilution and governance risk.

The proponent (Green Century) argues Verizon has reduced outward sustainability disclosure in 2025 and lacks a published implementation plan for Scope 3 reductions despite net-zero and interim Scope 3 targets; it requests a board-level report describing governance oversight, alignment of operational and supply-chain emissions with targets, and metrics/policies monitored. Management counters that Verizon already discloses extensive climate governance and oversight across the Board and committees (Audit, Corporate Governance and Policy, Finance), provides a 2025 TCFD Report, Responsible Business updates, Green Bond reporting, and has public emissions targets (net-zero by 2035, 100% renewable electricity by 2030, Scope 3 reduction goals) — therefore the requested report would largely duplicate existing information. The controversy concerns sufficiency and granularity of forward-looking implementation details for value-chain emissions (Scope 3) and whether board-level reporting should be expanded beyond current TCFD and related disclosures. Investors evaluating the proposal should weigh the incremental informational value of a standalone board report against Verizon’s existing disclosures and its publicly-stated targets, and consider the potential benefit of more detailed transition plans for Scope 3 versus the cost/duplication risks management cites.

The proponent seeks a formal policy requiring separation of Chair and CEO and selection of an independent Chair who is not a former CEO, arguing combined roles concentrate power and weaken oversight, with investor and proxy-advisor support. Management opposes a binding policy, arguing leadership structure should remain flexible, considered case-by-case, and noting the Board recently appointed an independent Chair after the CEO transition, demonstrating effective current practice; it also cites other governance safeguards (lead director, committee oversight). The substantive governance issue is whether a mandatory structural rule adds meaningful independent oversight beyond current practices and director engagement, balanced against the loss of Board flexibility to select the most suitable leadership model in changing strategic circumstances. Investors should weigh the incremental governance benefits of a mandatory independent chair policy against the Board’s argument that flexibility enabled a timely appointment of an independent Chair during a leadership transition.

The proponent (American Family Association) argues that tying executive pay to ESG/DEI metrics risks diverting management attention from core financial performance and may introduce legal, reputational and strategic risks; it requests a board-commissioned report evaluating these risks. Management responds that Verizon does not currently use quantitative DEI or ESG targets in its 2025 STI or LTI programs (only qualitative strategic/culture goals) and removed supplier diversity and workforce diversity quantitative goals, so the requested evaluation would assess a non-existent or already-updated policy. The core controversy is whether any residual or qualitative non-financial goals embedded in compensation create material risk and whether independent review is warranted. Investors should assess whether the company’s public statements and the removal of certain quantitative metrics sufficiently mitigate the governance and legal risks the proponent highlights, or whether an independent risk assessment would provide meaningful assurance given evolving regulatory and stakeholder expectations.