Carol Tomé
VERIZON COMMUNICATIONSAbout Carol Tomé
Carol Tomé (age 68) is an independent director of Verizon Communications Inc., serving since 2021 after a prior stint on the Board in 2020, and is a member of the Finance Committee . She is Chief Executive Officer of United Parcel Service, Inc. (UPS) since 2020, and previously served over 18 years as CFO at The Home Depot, with deep expertise in corporate finance, strategic planning, and large-scale operations . The Board has determined she is independent under NYSE, Nasdaq, and Verizon’s Corporate Governance Guidelines; the Board reviewed payments to UPS for shipping services and deemed them not material, preserving her independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service, Inc. | Chief Executive Officer | 2020–present | Led through pandemic demand surge; drove network/supply-chain investments and digital capabilities |
| The Home Depot, Inc. | EVP – Corporate Services & CFO; CFO; other executive roles | 2007–2019; 2001–2007; 1995–2001 | Doubled sales to >$108B; 450% increase in shareholder value; led finance, internal audit, investor relations, tax; oversaw IT and cybersecurity |
| Federal Reserve Bank of Atlanta | Director | 2008–2013 | Served as Vice-Chair and Chair of the Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Parcel Service, Inc. | Director | Since 2003 | Current public company board |
| Cisco Systems, Inc. | Director | 2019–2020 | Prior public board |
| Certain Fidelity Mutual Funds | Director | 2017 | Prior board roles at mutual funds |
| Verizon Communications Inc. | Director | 2020 (prior service) | Previously served on Board in 2020 |
Board Governance
- Committee assignment: Finance Committee member; Finance Committee met 6 times in 2024 .
- Chair roles: None disclosed for Tomé; the Finance Committee chair was Mark Bertolini .
- Independence: Board determined Carol Tomé is independent under NYSE/Nasdaq and Verizon standards; Board considered Verizon payments to UPS for shipping services and found the relationship immaterial .
- Attendance: Board held 9 meetings in 2024; no incumbent director attended fewer than 75% of Board and assigned committee meetings; all nine directors standing for re‑election attended the annual meeting .
- Time-commitment policy: Executives of public companies should serve on no more than two public company boards; all directors comply (Tomé is CEO of UPS and serves on Verizon’s Board) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non‑employee director cash retainer |
| Committee membership fees | $0 | No separate committee membership fees disclosed |
| Committee chair fees | $0 | Only committee chairs receive extra cash; Tomé is not a chair |
| Meeting fees | $0 | No fees for meeting attendance |
Performance Compensation
| Equity Component (2024) | Grant Value | Mechanics | Vesting/Settlement |
|---|---|---|---|
| Annual stock award (share equivalents) | $210,000 | Credited as Verizon share equivalents into Director’s deferred compensation account under the Executive Deferral Plan; invested in hypothetical Verizon stock fund | Paid as cash lump sum in the year after leaving the Board |
Note: Director equity awards are time‑based and settled via deferral mechanics; no performance metrics (e.g., EPS, TSR) apply to director equity awards, unlike executive PSUs/RSUs .
Other Directorships & Interlocks
- Interlocks/conflicts assessment: Verizon made payments to UPS (Tomé’s employer) for shipping services in 2024; Board reviewed and concluded the relationship was not material and did not impair independence .
- Additional memberships: Tomé’s current and prior board roles listed above support financial, operational, and logistics expertise without disclosed related‑party transactions requiring reporting in 2024 .
Expertise & Qualifications
- Leadership: CEO experience at UPS; senior finance leadership at Home Depot during significant transformation and growth .
- Financial expertise: Extensive corporate finance, audit oversight (UPS audit committee chair 2018–2020), Federal Reserve Board service .
- Strategic planning and operations: Network/supply chain investments, digital transformations, B2B optimization .
- Consumer/B2B/retail: Deep retail and logistics domain expertise .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial stock ownership (shares) | 52 | March 4, 2025 | Footnote notes amounts for Tomé include shares held by foundations; no shares pledged |
| Total stock‑based holdings (incl. deferred units) | 17,213 | March 4, 2025 | Includes stock‑based units under deferred compensation plans/awards |
| Share equivalents held | 16,875 | December 31, 2024 | Aggregate share equivalents held as of year‑end |
| Director stock ownership guideline | 5x cash component of annual retainer | — | Directors must hold ≥5x cash retainer; all Directors are in compliance/on track |
| Anti‑hedging policy | Prohibits hedging by Directors | — | No hedging transactions permitted |
| Pledging | None | — | No shares pledged as security |
Governance Assessment
- Board effectiveness: Finance Committee membership aligns with Tomé’s financial and operational expertise; committee oversight of capital needs, liquidity, derivatives policy, renewable energy exposures, and pension investments strengthens capital allocation discipline .
- Independence and conflicts: UPS relationship reviewed; Board concluded immaterial; independence affirmed under heightened standards for committee members when applicable .
- Engagement and attendance: Board held 9 meetings; all incumbents met attendance thresholds; directors participate in executive sessions regularly, indicating healthy independent oversight .
- Compensation alignment: Director pay mix balances fixed cash retainer with equity via deferral, reinforcing long‑term alignment and adherence to robust ownership guidelines; no tax gross‑ups for directors .
- Red flags check: No related person transactions requiring disclosure in 2024 ; anti‑hedging in place ; say‑on‑pay support at ~91% in 2024 indicates shareholder confidence in compensation governance (executive program) .
Overall, Carol Tomé’s logistics and finance background, combined with Finance Committee service and compliance with governance standards (independence, attendance, ownership guidelines), supports investor confidence; the UPS commercial relationship was explicitly reviewed and deemed not material, mitigating conflict concerns .