Clarence Otis, Jr.
VERIZON COMMUNICATIONSAbout Clarence Otis, Jr.
Independent Director at Verizon since 2006; age 68. Former Chairman and CEO of Darden Restaurants (CEO for 10 years, achieving >75% sales growth), with prior experience as an investment banker and lawyer specializing in securities and finance. Designated Audit Committee financial expert; currently serves on Audit, Finance, and Human Resources Committees; previously served as Lead Director until December 5, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Darden Restaurants, Inc. | Chairman; CEO; other executive positions | Chairman 2005–2014; CEO 2004–2014; exec roles 1995–2014 | Led largest company-owned full-service restaurant chain; >75% sales growth during CEO tenure |
| Federal Reserve Bank of Atlanta | Director | 2010–2015 | Board experience in financial oversight and risk |
| Investment banking and law | Banker and lawyer (securities/finance) | Not specified | Deep financial and capital markets expertise |
External Roles
| Company/Organization | Role | Tenure | Committee Positions / Notes |
|---|---|---|---|
| The Travelers Companies, Inc. | Director | Since 2017 | Investment & Capital Markets Committee member |
| VF Corporation | Director | Since 2004 | Audit committee service |
| MFS Mutual Funds complex | Trustee (138 funds) | Since 2017 | Broad fiduciary oversight across mutual funds |
Board Governance
- Independence: Board determined Mr. Otis is independent under NYSE/Nasdaq and Verizon guidelines .
- Attendance: Board held 9 meetings in 2024; no incumbent director attended fewer than 75% of board and assigned committee meetings; all directors standing for re-election attended the annual meeting .
- Lead Independent Director: Served as Lead Director until December 5, 2024 (succeeded by Daniel Schulman) .
- Engagement: Directors meet in executive session typically at each regular meeting; ongoing engagement and “deep dives” for education .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 11 | Audit Committee financial expert; oversees risk incl. cybersecurity, compliance, controls |
| Finance | Member | 6 | Oversees capital needs, derivatives policy, insurance programs |
| Human Resources | Member | 4 | Oversees executive compensation design, clawbacks, succession planning; reviews director pay |
Fixed Compensation
- Program (non-employee directors): Annual cash retainer $125,000; equity grants of share equivalents valued at $210,000 (deferred into the Executive Deferral Plan); no meeting fees; chairs receive $20,000 (Gov/Policy, Finance) or $30,000 (Audit, HR); Lead Director receives $75,000 .
- Deferral & ownership: Director equity credited as deferred share equivalents in a hypothetical Verizon stock fund; paid in cash after leaving the Board; optional deferral of cash fees; matching gifts program available .
| Item (2024) | Amount ($) |
|---|---|
| Fees earned/paid in cash (reflects Lead Director stipend through 12/5/2024) | 200,000 |
| Stock awards (grant-date fair value) | 210,000 |
| Option awards | 0 |
| All other compensation | 0 |
| Total | 410,000 |
Performance Compensation
- Directors do not receive performance-based pay. As an HR Committee member, Mr. Otis oversees company-wide incentive metrics for executives.
| 2024 Short-Term Incentive Metrics | Target / Range | Result (Adjusted) | Weighting |
|---|---|---|---|
| Wireless service revenue | $78.3–$79.4B | $79.1B | One of three equally weighted financial measures |
| Adjusted operating income | $30.7–$32.2B | $31.7B | One of three equally weighted financial measures |
| Cash flow from operations | $34.5–$36.5B | $35.6B | One of three equally weighted financial measures |
| Responsible business: workforce diversity | 59.2% | 59.2% (below target) | Responsible business allocation retained |
| Responsible business: diverse supplier spend | $5.0B | $5.7B (above target) | Responsible business allocation retained |
| Responsible business: carbon intensity reduction | 16.0% | 18.7% (above target) | Responsible business allocation retained |
| 2024 payout factor (all participants) | — | 103% | Approved by HR Committee |
| Long-Term Incentive PSU Metrics (2024–2026) | Definition | Structure |
|---|---|---|
| Cumulative adjusted EPS | Excludes special items and buyback benefit | 1/3 of PSUs; 0–200% vesting; linear interpolation |
| Cumulative free cash flow | CFO minus capex; adjusted for extraordinary items | 1/3 of PSUs; 0–200% vesting; linear interpolation |
| Cumulative wireless service revenue | Consolidated wireless service revenue (ex-equip.) | 1/3 of PSUs; 0–200% vesting; linear interpolation |
| TSR modifier (vs S&P 100) | ±25% based on percentile rank | Applied after metric outcomes |
- 2022–2024 PSU outcomes: EPS PSUs 0% (cum. adj. EPS $14.48 below threshold); FCF PSUs 0% (cum. FCF $51.2B after pre-set adjustments); SOR PSUs 0% (cum. SOR $330.8B below threshold); TSR modifier −25% due to rank (82nd of S&P 100) .
Other Directorships & Interlocks
| Company | Relationship to Verizon | Interlock/Conflict Notes |
|---|---|---|
| Travelers | Director; Investment & Capital Markets Committee | No material independence impairment disclosed; Board reviewed related-party transactions and reported none for 2024 |
| VF Corporation | Director; audit committee service | No material independence impairment disclosed |
| MFS Mutual Funds | Trustee | Not a corporate counterparty disclosure; no related person transactions in 2024 |
- Independence review: Board specifically noted general business transactions for certain other directors (Litchfield, Narasimhan, Tomé) were not material; Mr. Otis not identified with any such transactions .
Expertise & Qualifications
- Consumer/B2B/Retail, Financial expertise, Risk management; recognized as NACD “most influential director” (2019) .
- Audit Committee financial expert designation .
Equity Ownership
| Item | Amount / Policy |
|---|---|
| Share equivalents held (12/31/2024) | 131,276 |
| Director stock ownership guideline | 5x the cash component of annual Board retainer |
| Deferral mechanics | Equity credited as deferred share equivalents; paid in cash post-board service |
| Anti-hedging / clawback | Anti-hedging policy; clawbacks for misconduct and restatements |
Governance Assessment
- Strengths: Long-tenured independent director with deep operational CEO experience and capital markets acumen; designated audit financial expert across Audit, Finance, and HR committees; prior Lead Director role signals board influence; strong attendance and engagement .
- Pay-for-performance oversight: HR Committee utilizes rigorous, multi-metric STI and three-year PSU framework with TSR modifier; 2022–2024 PSU cycle paid 0% across all operational metrics with negative TSR modifier, indicating discipline in long-term performance alignment .
- Alignment and safeguards: Robust director ownership guidelines; anti-hedging; clawbacks; no tax gross-ups; no related person transactions disclosed in 2024 .
- Time-commitment policy compliance: Board states all directors comply with service limits; Mr. Otis’s external roles appear within policy thresholds .
- RED FLAGS: None disclosed specific to Mr. Otis; no related-party transactions; no pledging disclosures noted; potential concern is very long tenure (independent since 2006) which may warrant continued refreshment considerations, though the board maintains average tenure goals and ongoing refreshment .