01—Abstract
Summary
Summary of the 8-K/A filed October 14, 2025. Cited figures are marked; the original filing is the authoritative source.
Verizon Communications Inc. (VZ) has filed an 8-K/A amendment to disclose updated compensation arrangements for its newly appointed Chief Executive Officer, Daniel H.
Schulman. This filing details Mr. Schulman's employment agreement through December 31, 2027, including a base salary of $1,500,000a and a target short-term incentive opportunity of 250% of his base salary. A significant portion of his compensation will be in the form of equity awards, comprising restricted stock units (RSUs) and performance stock units (PSUs) with a combined target value of $59.5 million, designed to incentivize long-term performance and retention.
In addition to the CEO's compensation, the amendment also reveals one-time retention RSU awards valued at $4,000,000b each for Sowmyanarayan Sampath (EVP & Group CEO - Verizon Consumer) and Anthony Skiadas (EVP & Chief Financial Officer). These awards are also set to vest on December 31, 2027, subject to continued employment, underscoring Verizon's focus on retaining key executive talent during this period of leadership transition and strategic focus.
02—Key points
Key Highlights
- Daniel H. Schulman appointed CEO through December 31, 2027, with an annualized base salary of $1,500,000.
- CEO eligible for a target short-term incentive opportunity of 250% of base salary.
- CEO to receive substantial equity awards totaling $59.5 million in target value, including RSUs and PSUs, with performance-based vesting tied to total shareholder return and share price goals.
- Specific RSU and PSU grants are designed to compensate for forfeited incentives and incentivize continued employment through December 31, 2027.
- CEO compensation includes termination vesting protections for equity, particularly upon a succession event.
- One-time retention RSU awards of $4,000,000 each granted to Sowmyanarayan Sampath (EVP, Group CEO - Verizon Consumer) and Anthony Skiadas (EVP, CFO).
- Retention awards for Sampath and Skiadas vest on December 31, 2027, subject to continued employment and include termination vesting protections.
03—Questions
Frequently Asked Questions
What is the total value of Daniel H. Schulman's compensation package for the period through December 31, 2027?
Mr. Schulman's compensation package includes an annualized base salary of $1,500,000, a target short-term incentive opportunity of 250% of his base salary, and significant equity awards with a combined target value of $59.5 million. The ultimate payout of these equity awards is contingent upon achieving specific performance metrics and continued employment.
What are the performance conditions for Mr. Schulman's performance stock units (PSUs)?
The PSUs are structured with two components. One tranche is tied to Verizon's total shareholder return relative to a comparator group over periods ending December 31, 2026, and December 31, 2027. Another supplemental PSU grant is linked to average share price goals ranging from $55.00 to $75.00 over a performance period ending December 31, 2028. Payouts can range from 0% to 200% for the first PSU type and 0% to 300% for the supplemental PSU type, based on the level of achievement.
Why are certain named executive officers receiving retention awards?
Verizon has awarded one-time retention RSU awards to Sowmyanarayan Sampath and Anthony Skiadas to incentivize their continued employment and leadership through December 31, 2027. This move aims to ensure stability and retain key executive talent, particularly during a period of significant leadership transition at the CEO level.
What are the vesting conditions for the equity awards granted to Mr. Schulman, Mr. Sampath, and Mr. Skiadas?
Generally, the RSUs and PSUs are subject to continued employment through their respective vesting dates. For Mr. Schulman, there are specific termination vesting protections, including full vesting of equity upon a 'succession event' and provisions for continued salary and incentive compensation. Similar termination vesting protections are also provided for Mr. Sampath and Mr. Skiadas with respect to their RSUs.
04—Continue