Summary
This 8-K filing announces a significant leadership transition at Verizon Communications Inc. As of August 1, 2018, Lowell C. McAdam will step down as Chief Executive Officer, a role he has held since 2010. He will remain as Chairman of the Board and will transition to a Non-Executive Chairman role effective January 1, 2019. Hans E. Vestberg, currently Executive Vice President and CTO, has been appointed as the new CEO and elected to the Board of Directors. This leadership change signals a new chapter for Verizon, with Mr. Vestberg taking the helm to steer the company's strategic direction. The filing also details the compensation adjustments for Mr. Vestberg in his new role as CEO, including an increased base salary, higher short-term and long-term incentive targets, and a special one-time performance stock unit (PSU) award tied to long-term shareholder value creation through average annual Return on Equity (ROE). Additionally, Mr. McAdam's compensation for his future Non-Executive Chairman role is outlined, ensuring continuity and recognizing his ongoing commitment to the company.
Key Highlights
- 1Lowell C. McAdam will resign as CEO effective August 1, 2018, but will remain Chairman of the Board, transitioning to Non-Executive Chairman in 2019.
- 2Hans E. Vestberg, currently EVP and CTO, appointed as the new CEO effective August 1, 2018, and elected to the Board of Directors.
- 3Mr. Vestberg's compensation will be enhanced, including a base salary of $1,500,000, a target short-term incentive of 250% of base salary, and a target long-term incentive of 800% of base salary, effective August 1, 2018.
- 4A special one-time equity award of performance stock units (PSUs) will be granted to Mr. Vestberg on August 1, 2018, tied to Verizon's average annual ROE over a five-year performance cycle.
- 5The vesting of Mr. Vestberg's PSUs is contingent on achieving a minimum average annual ROE of 18.0%, with potential for a 2x payout at an average annual ROE of 38.0%.
- 6John G. Stratton, formerly EVP of Global Operations, is transitioning to a strategic advisor role and plans to retire by year-end.
- 7Mr. McAdam will receive standard director compensation plus an additional annual retainer of $200,000 as Non-Executive Chairman.