VERIZON COMMUNICATIONS INC VZ

45% shingled-prose overlap between the two filings.

2025: 58,758 chars · 2026: 71,555 chars

• Committee Report:23% overlap (5,799 → 5,973 chars)
• Pay Ratio (Item 402(u)):2% overlap (59,862 → 34,555 chars)
• Say-on-Pay proposal:44% overlap (24,582 → 24,984 chars)

• changed2025 2024Named executive officers Daniel Schulman* HansVestbergChairmanandChief Executive Officer Anthony Skiadas Executive Vice President and Chief Financial Officer Sowmyanarayan Sampath** Former SampathExecutive Vice President and Group CEO – Verizon Consumer Kyle Malady Executive Vice President and Group CEO – Verizon Business Vandana Venkatesh Executive Vice President –PublicPolicyand Chief Legal Officer Hans Vestberg* CraigSilliman*Former Chairman and Chief Executive Officer VicePresidentandPresident–VerizonGlobalServices
• new* 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.
• newMr. Vestberg remains a special advisor to Verizon.
• new** 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.
• newKey management changes in 2025
• newCEO Transition.
• newEffective October 4, 2025, the Verizon Board of Directors appointed Mr. Daniel Schulman as CEO, replacing Mr. Hans Vestberg in that role.
• newMr. Schulman continues to serve as a member of the Board of Directors.
• newMr. Vestberg remains Special Advisor, providing transition support with a focus on advising on the integration and execution of the Frontier Communications Parent, Inc. (Frontier) acquisition and Verizon’s larger convergence and broadband strategy and is expected to serve in that role through October 4, 2026.
• newDiscussions of CEO compensation philosophy and structure relate to pre-CEO transition decisions with subsequent decisions described under “Appointment of Mr. Schulman as Verizon’s Chief Executive Officer” below.
• newMr. Vestberg is also expected to continue to serve on the Board of Directors for the remainder of his current term, which ends with the 2026 Annual Meeting of Shareholders.
• newIn connection with these appointments, Verizon entered into letter agreements with each of Mr. Schulman and Mr. Vestberg, which set forth the terms of their respective engagements.
• newA summary of these terms is set forth on pages 35 and 37.
• newMr. Schulman stepped down from the Committee in connection with his appointment as CEO, and Mr. Schulman did not participate in the deliberations or decisions regarding his compensation.
• changedVerizon 2026 2025Proxy Statement 21
• newThe Committee retained Meridian Compensation Partners, LLC (Meridian) as its compensation consultant at the beginning of October 2025.
• newPrior to that, it had retained Semler Brossy Consulting Group, LLC (Semler Brossy) as its compensation consultant.
• changedThe compensation consultant SemlerBrossyadvises the Committee on all matters related to the compensation of our named executive officers and our non-employee Directors.
• changedThe compensation consultant’s SemlerBrossy’sadvisory 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.
• changedThe compensation consultant SemlerBrossyparticipates in Committee meetings and confers regularly with the Committee in executive session at those meetings.
• changedCommittee policy prohibits the compensation consultant SemlerBrossyfrom doing any work for the Company during its engagement, and neither Meridian nor Semler Brossy performed didnotperformwork for the Company in 2025. 2024.
• changedThe Committee made assessments of its compensation consultants SemlerBrossyunder SEC rules and NYSE and Nasdaq listing standards and concluded that each of Meridian and Semler Brossy was independent, and that the firms’ itswork in 2025 2024for the Committee did not raise any conflicts of interest.
• changedTopics of discussion typically include the Committee’s choice of performance measures for awards issued under our Short- and Long-Term Incentive Plans, the relationship between the performance measures and our long-term strategy, the payout terms of equity awards, compensation recoupment policies and shareholder proposals. proposals,andourlong-standingpracticeofincludingperformancemeasuresrelatedtoourresponsiblebusinessgoalsinourShort-TermPlan.
• changedIn addition to this direct feedback, as part of the Committee’s annual review of the executive compensation program, the Committee considers the outcome of Verizon’s annual shareholder advisory vote on executive compensation – the “say-on-pay.” At our annual meeting of shareholders in May 2025, 2024,the compensation of our named executive officers was approved by approximately 90% 91%of votes cast.
• changedBased on the perspective obtained from discussions with our long-term shareholders, the results of our 2025 2024say-on-pay vote, and the history of strong shareholder support in prior say-on-pay votes, the Committee believes our shareholders continue to strongly support Verizon’s executive compensation program.
• changed22 Verizon 2026 2025Proxy Statement
• changed25 29Robust 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.
• changed39 34Clawback 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.
• changed40 35Anti-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.
• changed39 35Double-trigger change in control In the event of a change in control, our Long-Term Incentive Plan (Long-Term Plan) requires an involuntary termination without cause for any accelerated vesting of awards.
• changed38 26What we don’t do Tax gross-ups We do not provide tax gross-ups to our executive officers or Directors.
• changed37 33Dividends on unearned performance awards We do not pay dividends on unearned Performance Stock Units (PSUs) or Restricted Stock Units (RSUs).
• changed30 34Guaranteed benefits Approximately 20 Over15years ago, we froze our defined benefit pension and supplemental executive retirement benefits.
• new37
• changedVerizon 2026 2025Proxy Statement 23
• changedFor 2025 2024compensation decisions, the Committee utilized a peer group that consisted of the companies in the Dow Jones Industrial Average (Dow) (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 2025 2024compensation decisions, whose applications rely heavily on our network and technology.
• changedThis is the same peer group selection criteria utilized for 2024 2023compensation decisions.
• changedBelow are the companies included in the Company’s peer group for 2025 2024compensation benchmarking purposes.
• changedAlphabet Cisco Microsoft Amazon Comcast Netflix American Express Goldman Sachs Nvidia Apple Home Depot NikeAppleIBMProcter & Gamble AT&T IBM IntelT-Mobile US Boeing Johnson & Johnson UnitedHealth Group Caterpillar JPMorgan Chase Walmart Charter Communications Merck Walt Disney Chevron Meta Platforms
• changed• Attract and retain high-performing executives with the leadership abilities and experience necessary to drive our customer-focused, technology-enabled strategy, within an enterprise of our scale, breadth and complexity; • Pay for superior results and sustainable growth by rewarding the achievement of challenging short- and long-term performance goals designed to build shareholder value; • Drive performance and create shareholder value by emphasizing variable, at-risk compensation with an appropriate balance of short- short-termand long-term objectives that align executive and shareholder interests; and • Manage risk through oversight and compensation design features, policies and practices that strike an appropriate balance between risk and reward.
• changed24 Verizon 2026 2025Proxy Statement
• changed2025 2024total annual compensation pay mix
• changedBased on its review, for the named executive officers other than Mr. Schulman, the Committee established annual long-term target compensation opportunities at levels of approximately three times the annual base salary and short-term incentive target compensation opportunities of the named executive officers.
• newFor Mr. Schulman, the mix of incentive pay established under his October 2025 employment letter agreement included an annual cash component of base salary and short-term incentives and a long-term equity component consisting of one-time awards of RSUs, PSUs and Supplemental PSUs, which are the long-term incentive awards he will receive as CEO under the terms of his letter agreement (described under “Appointment of Mr. Schulman as Verizon’s Chief Executive Officer” on page 35 below).
• changedThe following chart illustrates the approximate allocation of the 2025 namedexecutiveofficers’2024total annual compensation opportunity for the named executive officers (other than Mr. Schulman) between variable, performance-based elements and fixed pay.
• changedVerizon 2026 2025Proxy Statement 25
• changed• 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; and • The correlation among the performance measures and considerations of how Verizon’s operational performance will affect each measure differently. differently;and•WithregardtotheresponsiblebusinessmetricsintheShort-TermPlan,Verizon’sstrategicplanstopromotingacultureofinclusionandsustainablebusinesspractices.
• changed2025 2024annual base salary
• changedTo determine an executive’s base salary, the Committee, with assistance from the compensation consultant, SemlerBrossy,considers the pay practices of the peer group for comparable positions; the executive’s experience, tenure, scope of responsibility and performance; internal pay alignment; continuity planning and management development considerations; and for newly-hired executives, the Committee also considers the compensation required to attract the executive to the Company.
• changedTaking into account these considerations, in February 2025, January2024,the Committee approved 2025 2024base salary increases of 14.29%forMr.Sampath,10% for Mr. Skiadas and 28.57% Malady,7.69%for Ms. Venkatesh, effective January 1, 2025. Venkateshand2.78%forMr.Silliman.
• newIn connection with Mr. Schulman’s appointment as CEO effective October 4, 2025, the Committee approved a base salary of $1,500,000 as part of Mr. Schulman’s compensation package set forth in the letter agreement with Mr. Schulman described on page 35.
• newMr. Vestberg did not receive a base salary increase in 2025 and his base salary did not change when he became Special Advisor following stepping down as CEO in October 2025.
• changed2025 2024short-term incentive compensation
• changedFor the 2025 2024Short-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 2024 2023Short-Term Plan.
• changedThe Committee maintained the same coredesignfromthe2023Short-TermPlan,andestablishedthree financial performance measures and weightings as the 2024 Short-Term Plan – wireless service revenue, cash flow from operations and adjusted operating income. income–andmaintainedthesameresponsiblebusinessmetrics.
• newThe Committee replaced the responsible business metrics that were utilized in the 2024 Short-Term Plan with qualitative strategic and culture goals tied to our values, leadership principles and stakeholders, and retained the same weighting for the strategic and culture goals as the prior responsible business metrics in the 2024 Short-Term Plan.
• newAt the end of the year, the CEO assessed the extent to which the Company attained the strategic and culture goals and made a recommendation to the Committee on the level of attainment.
• changed26 Verizon 2026 2025Proxy Statement
• changedThe Committee set the values of the 2025 2024Short-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.
• changedThe 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 45. 39.
• changedFor the named executive officers other than Mr. Sampath, officers,target award opportunities, expressed as a percentage of base salary, did not change for 2025. 2024.
• changedHowever, the dollar value of the 2025 2024target award opportunity for thenamedexecutiveofficersotherthanMr. Skiadas and Ms. Venkatesh Vestbergincreased from 2024 2023as a result of the base salary increases described above.
• newMessrs.
• changedMalady and Mr.Vestberg did not receive a salary increase in 2025, 2024,so the dollar value of their 2025 Mr.Vestberg’s2024target award opportunity was the same as it was in 2024. 2023.
• newFor Mr. Sampath, the Committee approved an increase of his 2025 target award opportunity from 150% of his base salary to 200% of his base salary, taking into account Mr. Sampath’s tenure, performance and market pay positioning.
• newWhen Mr. Schulman became Verizon’s CEO in October 2025, Mr. Schulman’s target award opportunity was set at 250% of his base salary on a prorated basis, which is consistent with the target award opportunity that applied to Mr. Vestberg in his role as CEO.
• changedThe following table shows the 2025 2024Short-Term Plan target award opportunity for each of the named executive officers.
• changed2025 2024Short-Term Plan target award opportunity
• changedNamed executive officer As a percentage of base salary As a dollar value Mr. Schulman Vestberg250% $937,500* $3,750,000Mr. Skiadas 150% $1,650,000 $1,500,000Mr. Sampath 200% $2,400,000 150%$1,800,000Mr. Malady 150% $1,650,000 Ms. Venkatesh 150% $1,350,000 $1,050,000Mr. Vestberg 250% $3,750,000 Silliman150%$1,387,500
• new* Mr. Schulman’s target award opportunity for 2025 was prorated to reflect his period of service as CEO which commenced October 4, 2025.
• changedIn the first quarter of 2025, the Committee established financial and financial,operational andresponsiblebusinessperformance measures and targets for the 2025 Short-Term Plan at the Verizon corporate level, based on Verizon’s consolidated results.
• newThe Committee retained the same weighting and financial measures as in the 2024 Short-Term Plan, and the Committee replaced the responsible business metrics that were utilized in the 2024 Short-Term Plan with qualitative strategic and culture goals tied to our values, leadership principles and stakeholders.
• changedThe 2025 2024performance 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.
• changedThe 2025 2024measures and related targets approved by the Committee are described in detail on the following page.
• changedVerizon 2026 2025Proxy Statement 27
• changed2025 2024Short-Term Plan performance measures and weightings
• newThe Committee also selected qualitative strategic and culture goals tied to our values, leadership principles and stakeholders.
• changedThe Committee viewed viewsthis measure as an important indicator of Verizon’s growth and success in realizing its strategic initiatives.
• changedTarget: $83.9 Targetrange:$78.3billionto$79.4billion Adjusted operating income 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.
• changedThe Committee viewed viewsthis as an important indicator of how well our management is growing revenue while managing operating costs.

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