Roxanne Austin
VERIZON COMMUNICATIONSAbout Roxanne Austin
Independent Director since 2020 at Verizon (VZ); age 64. Currently Audit Committee Chair and member of the Finance Committee. Background includes President & CEO of Austin Investment Advisors (2003–present), former President & COO of DIRECTV, CFO of Hughes Electronics, and Audit Partner at Deloitte & Touche. Recognized by NACD as among the most influential directors and as 2018 Director of the Year by the Forum for Corporate Directors . The Board affirms her independent status under NYSE/Nasdaq and Verizon’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austin Investment Advisors | President & CEO | 2003–present | Private investment/consulting leadership |
| Move Networks, Inc. | President & CEO | 2009–2010 | Led IP-based TV delivery service |
| DIRECTV, Inc. | President & COO | 2001–2003 | Turnaround: cash flow from -$400M to +$400M; +40% revenue; improved customer service to JD Power #1 |
| Hughes Electronics | CFO and various executive roles | 1993–2001 | Corporate finance/operations leadership |
| Deloitte & Touche LLP | Audit Partner and audit roles | 1983–1993 | Public company audit expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| AbbVie, Inc. | Director | Since 2013 | Current public company board |
| CrowdStrike Holdings, Inc. | Director | Since 2018 | Current public company board |
| Freshworks Inc. | Director | Since 2021 | Current public company board |
| Abbott Laboratories Inc. | Director | 2000–2022 | Former public company board |
| Teledyne Technologies Inc. | Director | 2006–2021 | Former public company board |
| Target Corporation | Director | 2002–2020 | Former public company board |
| Ericsson | Director | 2008–2016 | Former public company board |
Board Governance
- Committee assignments: Audit Committee (Chair); Finance Committee (member) .
- Audit Committee Financial Expert: Board designated Ms. Austin as an audit committee financial expert; Audit Committee met 11 times in 2024 .
- Independence: Board determined Austin is independent under NYSE/Nasdaq and Verizon’s heightened guidelines .
- Attendance and engagement: In 2024 the Board held 9 meetings; no incumbent Director attended fewer than 75% of Board and assigned committee meetings; independent Directors meet in executive session at each regular Board meeting .
- Oversight scope via Audit Committee includes risk (cybersecurity/data privacy), financial reporting, internal audit, compliance, conflicts disclosures; Austin signs the 2025 Audit Committee Report recommending inclusion of financials in the 10-K and reappointing the auditor .
Fixed Compensation (Non-Employee Director)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 147,500 | 210,000 | 357,500 |
| Notes: 2024 standard non-employee director pay comprised a $125,000 annual cash retainer and $210,000 in Verizon share equivalents; committee chair fees are additional ($30,000 for Audit Chair). Cash and equity deferrals available under the Executive Deferral Plan; no meeting fees . |
Cell sources: 2024 Austin row values ; program structure and chair fee amounts .
Performance Compensation
- Structure: Non-employee directors receive annual equity in Verizon share equivalents valued at grant ($210,000 in 2024), automatically credited to a deferred compensation account invested in a hypothetical Verizon stock fund; amounts are paid as a cash lump sum in the year after leaving the Board. No performance metrics apply to director equity; dividend equivalents accrue and are paid only when/if units are payable under plan terms .
- Anti-hedging: Directors are prohibited from hedging Verizon equity exposure; robust stock ownership guidelines apply (see below) .
Other Directorships & Interlocks
- Current public boards: AbbVie, CrowdStrike, Freshworks (see External Roles). Verizon disclosed certain ordinary-course transactions with other directors’ employers in 2024 and determined they were not material; no such relationships were disclosed for Austin. The Corporate Governance & Policy Committee reported no related person transactions requiring disclosure in 2024 .
Expertise & Qualifications
- Financial expertise: Former public company CFO; audit partner; designated audit committee financial expert .
- Cybersecurity: Board role at CrowdStrike; extensive operating experience in tech/media .
- Strategic/operational leadership: DIRECTV turnaround; strategic planning and customer experience credentials; industry recognitions (NACD, Forum for Corporate Directors) .
Equity Ownership
| As-Of Date | Beneficially Owned “Stock” (shares) | Total Stock-Based Holdings (incl. deferred units) | Ownership % of 4.22B shares outstanding | Shares Pledged |
|---|---|---|---|---|
| Dec 31, 2024 | — | 24,325 share equivalents | — | — |
| Mar 4, 2025 | 0 | 24,737 | 0.00% | None |
| Notes: |
- Verizon outstanding shares: ~4.22 billion (Mar 4, 2025). Directors’ “Total stock-based holdings” reflect economic exposure via deferred units and awards; Austin beneficially owned 0 shares, with 24,737 total stock-based holdings as of Mar 4, 2025; no shares are pledged as security. Director/EO ownership guidelines: 5x cash component of annual retainer for Directors; each Director is in compliance or on track within required period .
Cell sources: Outstanding shares and guidelines ; Austin holdings table ; 12/31/24 share equivalents by person .
Governance Assessment
- Strengths:
- Independent Audit Chair with audit committee financial expert designation; direct oversight of financial reporting, internal controls, cybersecurity, and enterprise risk; 11 Audit Committee meetings in 2024 indicate high engagement .
- Clean independence profile; no related person transactions required to be disclosed for 2024; Board explicitly affirmed independence for Austin .
- Attendance/engagement: No incumbents below 75% attendance; Board held 9 meetings and independent director executive sessions at each regular meeting .
- Ownership alignment: Director equity paid in deferred Verizon share equivalents; robust stock ownership guidelines; anti-hedging policy; no pledging .
- Potential risks/considerations:
- Multiple external public boards (AbbVie, CrowdStrike, Freshworks), though Verizon’s policy limits board service and reports all Directors in compliance; Audit Committee members also subject to limits; Verizon states compliance with these policies .
- Beneficial ownership of 0 shares (exposure via deferred units), which is common under Verizon’s deferral structure but may appear optically lighter than direct share ownership; policy counts deferred share equivalents toward guidelines and states Directors are in compliance/on track .
- Broader investor signal: Executive say-on-pay support of ~91% in May 2024 suggests overall shareholder confidence in compensation governance; while pertaining to executives, it reflects the Board/Human Resources Committee’s governance effectiveness .