8-KLeadership Changes

VERIZON COMMUNICATIONS INC 8-K Report, Executive Changes (Feb 11, 2014)

Filed February 11, 2014For Securities:VZ

Summary

Verizon Communications Inc. (VZ) filed an 8-K on February 10, 2014, reporting compensation adjustments for its key executive officers, effective February 6, 2014, with base salary changes taking effect March 2, 2014. These adjustments, approved by the Board of Directors and its Human Resources Committee, emphasize performance-based incentives and align executive pay with market competitiveness and Verizon's corporate standing. Specifically, the filing details increases in both base salaries and target incentive opportunities for the named executive officers. The most significant change is for CEO Lowell C. McAdam, whose target annual long-term incentive opportunity was raised from 625% to 750% of his base salary. Other named executive officers saw their target annual short-term incentive opportunities increase from 110% to 150% of base salary. Base salary increases varied across the executive team, with John G. Stratton receiving the largest percentage increase at 10.3%.

Key Highlights

  • 1Verizon's Board of Directors and Human Resources Committee approved compensation adjustments for key executives on February 6, 2014.
  • 2The adjustments aim to emphasize performance-based incentives and align executive pay with market levels.
  • 3CEO Lowell C. McAdam's target annual long-term incentive opportunity increased significantly from 625% to 750% of his base salary.
  • 4Target annual short-term incentive opportunities for other named executive officers (excluding McAdam) rose from 110% to 150% of base salary.
  • 5Base salaries for all named executive officers received increases, ranging from 5.6% to 10.3%.
  • 6Base salary adjustments are set to take effect on March 2, 2014.

Frequently Asked Questions

This 8-K filing serves to inform investors about the compensation adjustments made to Verizon's top executive officers, including the CEO. The company stated the changes are intended to reinforce its commitment to performance-based pay and ensure compensation is competitive and commensurate with Verizon's market position.

The compensation adjustments were made for Verizon's named executive officers: Lowell C. McAdam (Chairman and CEO), Daniel S. Mead (EVP & President & CEO – Verizon Wireless), Francis J. Shammo (EVP & CFO), John G. Stratton (EVP & President – Verizon Enterprise Solutions), and Randal S. Milch (EVP – Public Policy and General Counsel).

For CEO Lowell C. McAdam, the target annual long-term incentive opportunity was increased from 625% to 750% of his base salary. His base salary also saw a 6.7% increase, and there were no changes to his target annual short-term incentive opportunity.

The compensation adjustments were approved on February 6, 2014. The base salary increases for the named executive officers take effect on March 2, 2014.