Compensation Tables
Value realized from stock options and certain stock-based awards
3
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The amounts in this column represent the value of the RSUs listed in column (g) based on a share price of $61.40, the
closing price of Verizons common stock on December 31, 2019.
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4
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The amounts listed in this column represent the number of PSUs or PRSUs outstanding on December 31, 2019 with respect
to the following awards:
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(1) for all of the named executive officers other than Mr. Gowrappan, their 2018 and 2019 annual PSU
awards granted on March 6, 2018 and March 8, 2019, that are scheduled to vest on December 31, 2020 and December 31, 2021, respectively and for Mr. Gowrappan, the annual PSU award granted on March 8, 2019 that is
scheduled to vest on December 31, 2021;
(2) for Mr. Vestberg, the special PSU award granted to him on August 1, 2018 in connection
with his promotion to CEO with a payout range between 0% and 200% of the nominal number of PSUs subject to the award. The number of PSUs that vest at the end of the five-year award period ending July 31, 2023 will be determined based on
Verizons average annual ROE during that period, and the final award payout will include dividend equivalents that accrue on the vested portion of the award. No PSUs will vest unless Verizons five-year average annual ROE meets the minimum
threshold of 18%. If Verizons five-year average annual ROE meets the target percentage of 28%, 100% of the nominal number of PSUs granted will vest. If Verizons five-year average annual ROE is at least 38%, a maximum of 200% of the PSUs
granted will vest. If Verizons five-year average annual ROE is greater than 18% but less than 28%, the percentage of PSUs that will vest will be between 50% and 100% on an interpolated basis, and if Verizons five-year average annual ROE
is greater than 28% but less than 38%, the percentage of PSUs that will vest will be between 100% and 200% on an interpolated basis. The award, to the extent vested, will be settled in shares of Verizon common stock, and Mr. Vestberg will be
required to hold any such shares for at least two years following the vesting date;
(3) for Mr. Gowrappan, the special PRSU award that was
granted to him on April 9, 2018 and modified on October 5, 2018. One times the target number of PRSUs awarded, with dividend equivalents, will vest on April 9, 2021, assuming continued employment through that date. Under the original
terms of the award, if Verizon Media Groups cumulative revenue over a three-year performance period beginning January 1, 2018 and ending December 31, 2020 met or exceeded a Verizon Media Group cumulative revenue level for that period
set by the Committee, two times the target number of PRSUs granted, with dividend equivalents, would vest. On October 5, 2018, in connection with Mr. Gowrappans promotion to CEO of the Verizon Media Group, the Committee modified the
award to align the Verizon Media Group cumulative revenue target for the three-year performance period with the Verizon Media Group business plan as in effect when Mr. Gowrappan became CEO and increase the multiplier for the achievement of that
target revenue level from two times to three times the target number of PRSUs granted as an additional incentive to drive the Verizon Media Groups revenue. The award, to the extent vested, will be settled in shares of Verizon common stock. The
number of units for Mr. Gowrappan has been rounded to the nearest whole number;
(4) for Mr. Dunne and Ms. Erwin, the special PRSU
award granted to each of them on December 7, 2017, which will vest at 100% of the PRSUs granted at the end of the three-year period ending on December 31, 2020, assuming continued employment through that date, and which may vest at 150% of
the PRSUs granted if Verizons Wireless Service Revenue over the three-year performance period meets or exceeds the Wireless Service Revenue level set by the Committee and, to the extent vested, will be settled in shares of Verizon common
stock.
5
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The PSUs and PRSUs accrue quarterly dividends that are reinvested into the participants accounts as additional
units. The PSUs and PRSUs, and the applicable dividend equivalents, are paid if and to the extent that the applicable award vests. As required by SEC rules, the number of units in this column represent the 2018 annual PSU awards at a 171% vesting
percentage, the 2019 annual PSU awards at a 115% vesting percentage, Mr. Vestbergs special PSU award at a 200% vesting percentage, Mr. Gowrappans special PRSU award at a 100% vesting percentage, and Mr. Dunnes and
Ms. Erwins special PRSU awards at a 100% vesting percentage, in each case including accrued dividend equivalents through December 31, 2019 that will be paid if the awards vest at the indicated levels.
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6
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The amounts in this column represent the value of the PSUs or PRSUs listed in column (i) based on a share price of
$61.40, the closing price of Verizons common stock on December 31, 2019.
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Value realized from stock options and certain stock-based
awards
The following table reports the value realized from the vesting of the following stock-based awards:
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the annual 2017 PSUs that vested on December 31, 2019 for Messrs. Vestberg, Ellis, Dunne, and Ms. Erwin;
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the second tranche of Mr. Vestbergs 2017 RSUs that vested on April 3, 2019;
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the second tranche of the annual 2017 RSUs that vested on March 3, 2019 for Messrs. Ellis, Dunne, and Ms. Erwin;
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the first tranche of annual 2018 RSUs that vested on March 6, 2019 for Messrs. Vestberg, Ellis, Dunne, and Ms. Erwin;
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the first tranche of Mr. Gowrappans 2018 RSUs that vested on April 9, 2019; and
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the third tranche of Mr. Dunnes 2016 RSUs that vested on September 19, 2019.
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Based on the Companys relative TSR as compared with the Related Dow Peers and its cumulative free cash flow over the performance period, the Committee approved a
vesting percentage of 112% of the target number of PSUs granted for the 2017-2019 performance cycle for all participants. The values of the 2017 PSU awards upon vesting for Messrs. Vestberg, Ellis, Dunne, and Ms. Erwin were $4,318,833,
$3,533,668, $3,887,035, and $2,709,173, respectively, and the values of the second tranche of the 2017 RSU awards upon vesting for Messrs. Vestberg, Ellis, Dunne, and Ms. Erwin were $787,698, $623,583, $685,928, and $478,089, respectively. The
values of the first tranche of 2018 RSUs upon vesting for Messrs. Vestberg, Ellis, Dunne, Gowrappan and Ms. Erwin were $1,048,344, $762,422, $675,055, $2,213,407, and $536,083, respectively. The value of the third tranche of
Mr. Dunnes 2016 RSUs upon vesting was $1,765,689.
42 Verizon 2020 Proxy Statement