Caroline Litchfield
VERIZON COMMUNICATIONSAbout Caroline Litchfield
Caroline A. Litchfield is an Independent Director of Verizon (VZ) since 2024 and serves as Executive Vice President and Chief Financial Officer of Merck & Co., Inc. (Dow 30). She is 56 years old and brings deep finance, risk management, and strategic M&A experience from a 34-year career at Merck, including CFO since 2021 and prior leadership of finance for Merck’s Human Health segment across ~100 markets . She was elected to Verizon’s Board effective October 1, 2024, as an independent director . The Board has affirmatively determined she is independent under NYSE/Nasdaq and Verizon standards; payments by her employer to Verizon for telecom services were reviewed and deemed immaterial to independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Executive Vice President & Chief Financial Officer | 2021–present | Portfolio transformation; led finance function, IR, procurement, facilities; helped drive $11.5B Acceleron acquisition (2021) |
| Merck & Co., Inc. | Senior Vice President & Treasurer | 2019–2021 | Corporate finance leadership |
| Merck & Co., Inc. | SVP Finance – Global Human Health | 2014–2018 | Oversaw financial operations/reporting in ~100 markets |
| Merck & Co., Inc. | Various finance leadership roles | 1990–2014 | Played key role integrating Merck/Schering‑Plough ($41.1B merger, 2009) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Merck & Co., Inc. | EVP & CFO | 2021–present | Global health care company; CFO interacts with Audit Committee on risk, integrity, internal controls |
The Verizon 2025 proxy biography for Ms. Litchfield does not list any other public company board directorships for her beyond Verizon .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent Director; Board determined all non-employee nominees (including Litchfield) meet NYSE/Nasdaq and Verizon independence standards. Payments between her employer and Verizon were reviewed and deemed not material to independence . |
| Committee assignments | Not yet assigned to any Board committee as of her election; onboarding practice is for new directors to attend all committee meetings prior to assignment . |
| Board/committee attendance | In 2024, the Board held 9 meetings; no incumbent Director attended fewer than 75% of Board and assigned-committee meetings . |
| Years of service | Independent Director since 2024; elected effective October 1, 2024 . |
| Board policies (time commitments) | Policy: executive officers of public companies should serve on no more than two public company boards; all Directors are in compliance . |
Fixed Compensation
| 2024 Non‑employee Director Compensation (Actuals) | Cash Fees ($) | Stock Awards ($) | Options ($) | Non‑Equity Incentive ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Caroline Litchfield | 31,250 | 52,500 | 0 | 0 | 0 | 83,750 |
| Director Compensation Program Structure | Amount/Policy |
|---|---|
| Annual cash retainer (non‑employee directors) | $125,000 (2022 policy; amounts reflected in 2023–2024 tables) |
| Annual equity grant (share equivalents) | Increased to $210,000 effective January 2023 |
| Committee chair cash retainers | Corporate Governance & Policy: $20,000; Finance: $20,000; Audit: $30,000; Human Resources: $30,000 |
| Lead Director cash retainer | Increased to $75,000 effective January 2023 |
| Meeting fees | Eliminated effective January 2023 |
| New Director one‑time grant | Eliminated effective January 2023 |
| Deferral of director awards | Share equivalents automatically credited to the Executive Deferral Plan and paid in a cash lump sum in the year following departure from the Board |
Performance Compensation
| Component | 2024 Value | Instrument/Form | Payout/Deferral | Performance Metrics |
|---|---|---|---|---|
| Annual equity grant (prorated for 2024 service) – Caroline Litchfield | $52,500 | Verizon share equivalents (credited to deferral plan) | Paid in cash as a lump sum in the year after leaving the Board | Not performance‑conditioned; non‑equity incentive and option awards were $0 in 2024 |
Other Directorships & Interlocks
- The Verizon 2025 proxy biography for Caroline Litchfield does not list other public company boards for her; no interlocks are disclosed in that biography .
Expertise & Qualifications
- Leadership: Senior finance executive; CFO of Merck responsible for finance, IR, procurement, facilities .
- Financial expertise: 34‑year Merck finance career; led finance for Human Health across ~100 markets .
- Risk management: Experience via Merck Audit Committee oversight across finance, business integrity, internal control domains .
- Strategic planning/M&A: Key role integrating Schering‑Plough; instrumental in Merck’s $11.5B Acceleron acquisition (2021) .
Equity Ownership
| Holding Snapshot | Beneficial Shares | Total Stock‑based Holdings | Share Equivalents (as of 12/31/2024) | Pledging |
|---|---|---|---|---|
| Caroline Litchfield | 0 (as of 3/4/2025) | 1,200 (as of 3/4/2025) | 1,180 (as of 12/31/2024) | No shares pledged as security (Board footnote) |
| Director Stock Ownership Guidelines | Requirement | Compliance Window | Notes |
|---|---|---|---|
| Ownership guideline | 5× the annual cash component of the Board retainer | Within 4 years of joining the Board | Ms. Litchfield joined Oct 1, 2024 and is within the guideline accumulation window |
Governance Assessment
-
Strengths for investor confidence
- Independence affirmed; Board reviewed general business transactions between Verizon and her employer and deemed them immaterial to independence .
- Strong finance and M&A pedigree relevant to Verizon’s capital intensity and balance sheet oversight; recognized leadership in large‑scale portfolio transformation at Merck .
- Compensation alignment: equity‑heavy pay structure; share equivalents are deferred until after board service ends, strengthening long‑term alignment .
- Board time‑commitment policy compliance for executive‑officer directors; all directors in compliance .
-
Monitoring items / potential red flags
- Committee placement pending: as of the 2025 proxy, Ms. Litchfield was not listed on any standing committee; onboarding process has her attending all committee meetings prior to assignment (engagement positive, but lack of committee seat may defer direct oversight influence in early tenure) .
- Related‑party optics: Verizon provides telecom services to her employer; while reviewed and deemed not material, continued monitoring is prudent .
-
Board process and compensation oversight context
- The Human Resources Committee reviews non‑employee director compensation, advised by independent consultant Semler Brossy; policy prohibits the consultant from other company work; the Committee determined the consultant was independent and conflict‑free in 2024 .
- 2023 program changes increased equity, eliminated meeting fees and the prior new‑director one‑time grant, and raised the Lead Director retainer—changes that emphasize long‑term equity alignment and simplify cash components .
Other Data Points (from Verizon proxies)
- Board activity and attendance: 9 Board meetings in 2024; no incumbent Director below 75% attendance for Board and assigned committees .
- New director integration: Newly appointed Directors attend all committee meetings prior to formal assignment to gain broad company and committee exposure .
Sources: Verizon DEF 14A (2025, 2024, 2023) and 8‑K announcing Ms. Litchfield’s election (June 27, 2024). Citations throughout.