Mark Bertolini
VERIZON COMMUNICATIONSAbout Mark Bertolini
Mark Bertolini, 68, has served as an independent director of Verizon since 2015. He is Chair of the Finance Committee and a member of the Human Resources Committee. Bertolini is currently Chief Executive Officer of Oscar Health (since 2023), and previously served as Co‑CEO of Bridgewater Associates (2022–2023) and as Chairman and CEO of Aetna, where he led major strategic and regulatory transformations culminating in Aetna’s $78B acquisition by CVS in 2018 . The Board has determined he is independent under NYSE/Nasdaq and Verizon’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aetna Inc. | Chairman; Chief Executive Officer; President; other executive roles | Chairman (2011–2018); CEO (2010–2018); President (2007–2010); executive roles (2003–2007) | Led regulatory and strategic transformations; navigated ACA changes; oversaw acquisitions and dispositions |
| Bridgewater Associates, LP | Co‑Chief Executive Officer | 2022–2023 | Senior leadership of the world’s largest hedge fund |
| Cigna; NYLCare Health Plans; SelectCare, Inc. | Executive positions | 1985–2003 | Health insurance operations and risk management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oscar Health, Inc. | Chief Executive Officer; Director | CEO (2023–present); Director since 2023 | Other current public company directorship |
| CVS Health Corporation | Director | 2018–2020 | Prior public company board |
| MassMutual Life Insurance Company | Board member | Not disclosed | Financial services board experience (mutual company) |
| Peterson Institute for International Economics | Board member | Since 2016 | Public policy/economics expertise |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Bertolini is independent |
| Committee assignments | Finance Committee (Chair); Human Resources Committee (Member) |
| Committee responsibilities (Finance) | Capital needs, liquidity, capital markets access; cash plans; derivatives policy; insurance; pension asset investment oversight |
| Committee responsibilities (HR) | Executive compensation design; CEO goals and evaluation; clawback determinations; human capital and succession; non‑employee director compensation recommendations |
| 2024 Board meetings | 9 total; no incumbent director <75% attendance; all standing for re‑election attended annual meeting |
| Time‑commitment policy | Executives of public companies should serve on no more than two public company boards; all directors compliant |
| Lead Independent Director | Daniel Schulman; role includes agenda approval, executive session chairing, shareholder engagement, and succession oversight |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard cash retainer for non‑employee directors |
| Committee chair fee (Finance) | $20,000 | Additional annual cash for being Finance Committee Chair |
| Meeting fees | $0 | No additional meeting fees |
| Equity grant (share equivalents) | $210,000 | Annual grant; credited as deferred share equivalents in the Executive Deferral Plan |
| Total fees earned (cash) | $145,000 | Retainer + chair fee |
| Total 2024 director compensation | $355,000 | Cash + equity |
Performance Compensation
Non‑employee director pay is not performance‑linked; directors receive fixed cash and annual share equivalents automatically deferred. Verizon prohibits hedging transactions for directors and executives .
| Element | Performance Metric | Vesting/Linkage |
|---|---|---|
| Share equivalents (director equity) | None | Granted annually; deferred into hypothetical Verizon stock fund under the Deferral Plan |
Other Directorships & Interlocks
| Company | Relationship to Verizon | Potential Interlock/Conflict |
|---|---|---|
| Oscar Health, Inc. | Health insurance; Bertolini is CEO and director | No related‑party transactions disclosed for 2024; Board affirmed independence of all non‑employee director nominees |
| CVS Health Corporation (prior) | Former Aetna acquirer; Bertolini prior director | Historical; no current disclosed related‑party transactions |
Expertise & Qualifications
- Leadership: Led Aetna’s transformation to consumer‑oriented healthcare; overseen large‑scale M&A; CEO roles at Oscar and Bridgewater .
- Financial expertise: Deep risk and financial management; MassMutual board experience; hedge fund leadership .
- Regulatory/public policy: ACA navigation; antitrust reviews; Peterson Institute board since 2016 .
- Strategic planning: Executed multi‑year transformations and major transactions (Aetna/CVS) .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Shares beneficially owned | 225 | As of March 4, 2025; may include shares held by foundations; no shares pledged |
| Total stock‑based holdings | 53,357 | Includes deferred units and long‑term awards; as of March 4, 2025 |
| Share equivalents held | 52,246 | Aggregate share equivalents as of Dec 31, 2024 |
| Director stock ownership guideline | 5× cash component of annual retainer | Directors required to attain within 4 years |
| Compliance with ownership guidelines | In compliance (or on track) | Statement applies to all directors |
| Anti‑hedging policy | Hedging prohibited for directors/executives | Alignment safeguard |
Governance Assessment
- Strengths: Independent status; Finance Committee Chair overseeing capital allocation, derivatives policy, pensions; HR Committee membership on compensation design and clawbacks; strong attendance; anti‑hedging; clear ownership guidelines with compliance .
- Compensation alignment: Director pay structure is balanced cash ($145,000) and equity ($210,000) with mandatory deferral; no tax gross‑ups; HR Committee and independent consultant oversee compensation .
- Conflicts/Related‑party: No related‑person transactions required to be disclosed in 2024; independence affirmed for all non‑employee nominees .
- Time commitments: As a sitting public‑company CEO (Oscar Health) and director of Oscar and Verizon, he appears within Verizon’s limit of two public boards for executives; Board reports all directors are compliant .
- Investor confidence signal: High shareholder support in 2025 election—2,691,704,089 votes for, 70,767,431 against, 14,173,548 abstentions—indicates strong confidence in his Board role .
Appendix: Director Compensation Details (2024)
| Name | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Mark Bertolini | $145,000 | $210,000 | $355,000 |
| Notes: Cash comprises $125,000 annual retainer plus $20,000 Finance Chair fee; equity granted as share equivalents and deferred per policy . |
Appendix: Committee Activity (2024)
| Committee | Chair | Members | 2024 Meetings |
|---|---|---|---|
| Finance | Mark Bertolini | Austin; Colao; Otis; Tomé | 6 |
| Human Resources | Daniel Schulman | Bertolini; Narasimhan; Otis; Slater | 4 |
Appendix: Board and Meeting Attendance (2024)
| Item | Detail |
|---|---|
| Board meetings held | 9 (6 regular; 3 special) |
| Attendance threshold | No incumbent director attended fewer than 75% of Board/committee meetings |
| Annual meeting attendance | All nine directors standing for re‑election attended |
Appendix: 2025 Shareholder Vote Results
| Item | For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Mark Bertolini | 2,691,704,089 | 70,767,431 | 14,173,548 | 696,482,540 |
RED FLAGS: None disclosed regarding related‑party transactions, pledging, hedging, or attendance shortfalls. Monitor ongoing external CEO obligations for time‑commitment risk, though Board policy indicates compliance .