Hans Vestberg
VERIZON COMMUNICATIONSAbout Hans Vestberg
Hans Vestberg, age 59, has served on Verizon’s Board since 2018 and is Chairman (since 2019) and Chief Executive Officer (since 2018). He previously served as Verizon’s EVP, President – Global Networks and Chief Technology Officer (2017–2018) and was CEO of Ericsson (2010–2016) and CFO of Ericsson (2007–2009). He brings deep strategic planning, technology and telecommunications expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications Inc. | Chairman and CEO | 2019–present | Combined Chair/CEO leadership; architect of “one network for all” 5G strategy; Verizon 2.0 operating model transformation |
| Verizon Communications Inc. | EVP, President – Global Networks & CTO | 2017–2018 | Led network architecture and 5G groundwork |
| Ericsson | President & CEO | 2010–2016 | Diversified into software/services from hardware-centric business |
| Ericsson | Chief Financial Officer | 2007–2009 | Senior finance leadership across global operations |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| BlackRock, Inc. | Director | Since 2021 | Interlock: BlackRock beneficially owns ~8.3% of Verizon (principal shareholder) |
Board Governance
- Independence: 10 of 11 current Directors are independent; Hans Vestberg is management (not independent) .
- Leadership: Board has determined combined Chair/CEO structure is appropriate; Daniel Schulman serves as Independent Lead Director with defined duties (agenda approval; executive sessions; CEO evaluation; shareholder liaison) .
- Committees: Hans Vestberg does not serve on standing committees (Audit, Corporate Governance & Policy, Finance, Human Resources). Committee memberships and chairs are listed for other directors; Vestberg is not among members .
- Attendance and engagement: Board held nine meetings in 2024; no incumbent Director attended fewer than 75% of Board/committee meetings; all nine Directors standing for re‑election attended the annual meeting. Independent Directors meet in executive session at least twice per year (typically each regular meeting). Directors also engage in “deep dives,” tech training, weekly updates and monthly reviews .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,500,000 | 1,500,000 | 1,500,000 |
| All Other Compensation ($) | 570,193 | 541,775 | 797,491 (aircraft $233,527; vehicle $66,757; Savings Plan $20,700; Deferral Plan match $314,550; executive life insurance $137,957; financial planning $24,000) |
Notes:
- CEO retainer: As an employee Director, Vestberg does not receive non‑employee director fees or stock equivalents .
Performance Compensation
| Element | Structure | 2024 Targets/Design | Actual/Payout |
|---|---|---|---|
| Short‑Term Plan (AIP) | Annual cash; target 250% of base ($3,750,000) | Metrics equally weighted: Wireless service revenue ($78.3–$79.4B), Adjusted operating income ($30.7–$32.2B), Cash flow from operations ($34.5–$36.5B); Responsible business metrics: workforce diversity 59.2%, diverse supplier spend $5.0B, carbon intensity reduction 16% | Adjusted company results: WSR $79.1B; AOI $31.7B; CFO $35.6B; diversity 59.2% (below target), supplier spend $5.7B (above), carbon intensity −18.7% (above). Companywide payout 103%; Vestberg AIP paid $3,862,500 |
| Long‑Term Incentive | PSUs (67%) + RSUs (33%); 3‑yr PSU cliff; RSUs vest ratably over 3 yrs | PSU metrics equally weighted: cumulative adjusted EPS, cumulative free cash flow, cumulative wireless service revenue; TSR modifier vs S&P 100 ±25% | 2024 LTI target grant value $18,000,000; PSUs 606,966 target units; RSUs 144,279 units (3/1/2024) . 2022–2024 PSU cycle paid 0% with −25% TSR modifier due to rank; no payout |
Additional compensation governance
- Pay mix: ~90% variable, incentive-based for NEOs .
- Clawbacks: Senior executive misconduct clawback; LTIP clawback; SEC/NYSE/Nasdaq compliant clawback policy adopted; anti‑hedging policy prohibits hedging, short selling, puts .
- Severance/COC: CEO has no employment contract, not eligible for cash severance; equity is double‑trigger (COC + involuntary termination) with PSUs vesting at target; no tax gross‑ups; shareholder approval policy for severance >2.99x salary + target bonus .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| BlackRock, Inc. | Vestberg is a Director; BlackRock is a principal shareholder of Verizon with ~348.1M shares (8.3%) | Dual role across issuer and major shareholder could pose perception risk; Board maintains independence/oversight mechanisms |
Expertise & Qualifications
- Strategic planning and telecommunications network architecture expertise; architect of Verizon’s 5G strategy and operating model transformation .
- Technology leadership in mobile networks and software/services diversification (Ericsson) .
- Deep understanding of Verizon’s businesses and competitive landscape .
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned (Stock) | 564,793 |
| Total stock‑based holdings (incl. deferred units, awards) | 1,468,815 |
| Ownership guidelines | CEO required 7× base salary; NEOs 4×; Directors 5× cash retainer; all NEOs/Directors in compliance; no pledging |
| Hedging policy | Prohibits hedging and short selling by executives/Directors |
Outstanding equity at FY‑end (12/31/2024)
| Grant Date | RSUs Outstanding (#) | Market Value ($) | PSUs Outstanding (#) | PSU Payout Value Assumption ($) |
|---|---|---|---|---|
| 3/1/2022 | 43,164 | 1,726,128 (at $39.99) | — | — |
| 3/1/2023 | 113,762 | 4,549,342 (at $39.99) | 387,652 (incl. dividend equivalents at 108% vesting assumption per SEC rule) | 15,502,203 (at $39.99) |
| 3/1/2024 | 151,558 | 6,060,804 (at $39.99) | 337,921 (incl. dividend equivalents at 106% vesting assumption per SEC rule) | 13,513,461 (at $39.99) |
Fixed Compensation (CEO Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,500,000 | 1,500,000 | 1,500,000 |
| Stock Awards ($) | 14,500,057 | 18,000,042 | 18,000,033 |
| Non‑Equity Incentive ($) | 3,262,500 | 4,087,500 | 3,862,500 |
| All Other Compensation ($) | 570,193 | 541,775 | 797,491 |
| Total ($) | 19,832,750 | 24,129,317 | 24,160,024 |
Employment & Contracts
| Term | Provision |
|---|---|
| Employment agreement | None; no executive employment contracts |
| Severance | CEO excluded from Senior Manager Severance Plan; no cash severance eligibility |
| Change‑in‑control | No single‑trigger; double‑trigger for equity (involuntary termination within 12 months): PSUs vest at target; RSUs fully vest; STP awards vest on regular schedule |
| Restrictive covenants | Non‑compete 2 years for CEO; confidentiality/trade secrets protection |
| Clawbacks | Senior executive misconduct clawback; LTIP clawback on restatements; SEC/NYSE/Nasdaq compliant clawback |
| Tax gross‑ups | None for executives or Directors |
Compensation Committee Analysis
- Committee: Human Resources Committee (Daniel Schulman, Chair; members: Bertolini, Narasimhan, Otis, Slater) .
- Independent consultant: Semler Brossy; no conflicts; no company work; determined independent under NYSE/Nasdaq rules .
- Peer group & target percentile: Benchmarks total compensation opportunity to Dow constituents ≥$50B revenue plus AT&T, Charter, Comcast, T‑Mobile and large-cap tech (Alphabet, Amazon, Meta, Netflix), referencing the 50th percentile .
- 2025 LTI adjustment: Board increased Vestberg’s annual LTI target to $25,000,000 (67% PSUs/33% RSUs), maintaining program terms .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~91% of votes cast; ongoing shareholder engagement on compensation metrics, governance and ESG .
Related‑Party Transactions
- Policy in place; Corporate Governance & Policy Committee reviews/approves; no related person transactions required to be disclosed for 2024 .
Governance Assessment
-
Positives:
- Strong independent oversight via Lead Director with robust responsibilities; frequent executive sessions; majority‑independent Board (10/11) .
- Rigorous pay‑for‑performance: 2022–2024 PSUs paid 0% despite TSR modifier, signaling discipline; STP metrics tied to WSR, AOI, CFO plus responsible business goals; robust clawbacks and anti‑hedging .
- No CEO cash severance; double‑trigger equity vesting only; no tax gross‑ups; shareholder approval policy for outsized severance .
- Ownership alignment: 7× salary CEO guideline; compliance; no pledging .
-
Potential Red Flags / Monitoring Items:
- Combined Chair/CEO structure concentrates authority; mitigated by empowered Lead Director, but still a common governance concern for some investors .
- Interlock risk: Vestberg sits on BlackRock’s board while BlackRock is an ~8.3% Verizon shareholder; may raise perceived conflicts despite no reportable related‑party transactions .
- CEO pay ratio 183:1 in 2024; program remains heavily variable, but ratio may attract scrutiny; LTI target increase to $25M in 2025 increases at‑risk equity exposure .
-
Attendance & engagement signals:
- No attendance issues; active Board education and management engagement (“deep dives,” training, weekly/monthly updates) .