Shellye Archambeau
VERIZON COMMUNICATIONSAbout Shellye Archambeau
Independent director of Verizon since 2013; age 62. She chairs the Corporate Governance & Policy Committee and serves on the Audit Committee; the Board has determined she is independent under NYSE, Nasdaq and Verizon standards, and she is designated an Audit Committee Financial Expert . Career highlights include CEO of MetricStream (2002–2018) and senior roles at Loudcloud, NorthPoint, Blockbuster.com (President), and IBM; core credentials span marketing/brand, risk management, and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetricStream, Inc. | Chief Executive Officer | 2002–2018 | Led transformation into a leader in Governance, Risk & Compliance solutions |
| Loudcloud, Inc. | Chief Marketing Officer | Not disclosed | Led design and implementation of sales/marketing strategies |
| NorthPoint Communications | Chief Marketing Officer | Not disclosed | Led sales/marketing strategy and revenue growth |
| Blockbuster.com | President | Not disclosed | Launched Blockbuster’s first online presence |
| IBM | Various executive roles | 1984–2002 | Domestic and international leadership roles |
External Roles
| Organization | Role | Since/Through | Committees/Notes |
|---|---|---|---|
| Lineage, Inc. | Director | Since July 2024 | Not disclosed |
| Okta, Inc. | Director | Since 2018 | Service on audit committees noted in biography |
| Roper Technologies, Inc. | Director | Since 2018 | Not disclosed |
| Nordstrom, Inc. | Director | 2015–2022 | Not disclosed |
| Arbitron (prior public co.) | Former director | Not disclosed | Service on audit committees noted |
Board Governance
- Committee assignments: Corporate Governance & Policy (Chair); Audit; designated Audit Committee Financial Expert .
- Independence: Board determined Ms. Archambeau is independent under NYSE, Nasdaq, and Verizon guidelines .
- Board activity: 9 Board meetings in 2024; independent directors met in executive session typically each regular meeting; no incumbent director attended fewer than 75% of assigned meetings; all nine directors standing for re‑election attended the 2024 annual meeting .
- Time-commitment policy: Directors limited to no more than four public boards (two for public company executives); Audit Committee members no more than two other audit committees; all directors comply .
- Shareholder support signal (2025 election): Votes cast for/against Ms. Archambeau shown below.
| Item | 2024 Board/Committee Meetings | Independence/Attendance | 2025 Vote Outcome |
|---|---|---|---|
| Corporate Governance & Policy (Chair) | 5 meetings | Independent; ≥75% attendance threshold met at director level | For: 2,646,747,084; Against: 117,302,244; Abstain: 12,584,973; Broker non‑votes: 696,482,540 |
| Audit (Member; Audit Committee Financial Expert) | 11 meetings | Independent; Audit members meet heightened independence criteria | See above |
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $125,000 |
| Committee chair fee (Corporate Governance & Policy) | $20,000 |
| Meeting fees | $0 (none paid) |
| Total cash fees earned | $145,000 |
Performance Compensation (Equity – 2024)
| Equity Type | Grant Valuation | Vesting/Settlement | Mechanics |
|---|---|---|---|
| Verizon share equivalents (deferred) | $210,000 grant‑date fair value | Amounts credited to Executive Deferral Plan; paid in cash lump sum in year following departure from Board | Automatically credited and invested in a hypothetical Verizon stock fund; dividend equivalents accrue per plan |
Notes: Non‑employee director equity is not performance‑conditioned (no PSUs/options); directors may elect to defer cash under the Deferral Plan into hypothetical investments or a Moody’s long‑term bond yield cash account .
Other Directorships & Interlocks
| Company | Role | Since/Through | Potential Interlock Considerations |
|---|---|---|---|
| Okta, Inc. | Director | Since 2018 | Identity/security vendor; Verizon discloses Board independence review of business relationships annually; no related‑party transactions required to be disclosed for 2024 |
| Roper Technologies, Inc. | Director | Since 2018 | Diversified tech; same independence and related‑party review applies |
| Lineage, Inc. | Director | Since July 2024 | Not disclosed; independence affirmed |
| Nordstrom, Inc. | Director | 2015–2022 | Prior service |
- Related-party/transactions: Corporate Governance & Policy Committee reviews related person transactions; none required to be disclosed in 2024 .
- Independence confirmation explicitly includes Ms. Archambeau .
Expertise & Qualifications
- Leadership: 30+ years building/scaling consumer and B2B tech businesses; CEO of MetricStream .
- Marketing/Brand: CMO roles at Loudcloud and NorthPoint; President of Blockbuster.com .
- Risk management: Deep GRC and audit/enterprise risk experience; audit committee service at Verizon, Okta, Arbitron .
- Technology: Experience across internet infrastructure, cloud/identity security, enterprise software, e‑commerce/digital media .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial stock owned (March 4, 2025) | 0 shares |
| Total stock‑based holdings (incl. deferred units etc.) | 59,848 units |
| Share equivalents held (Dec 31, 2024) | 58,851 |
- Stock ownership guidelines: Directors must hold at least 5x the cash component of annual retainer; all directors are in compliance or on track within four years .
- Anti‑hedging/pledging: Directors are prohibited from hedging Verizon stock; table footnote indicates no shares are pledged as security .
Governance Assessment
- Strengths:
- Chair of Corporate Governance & Policy—direct oversight of board structure, refreshment, related‑party reviews, responsible business, and public policy engagement .
- Audit Committee Financial Expert; dual committee roles support robust risk oversight (financial reporting, cybersecurity, ESG disclosures) .
- Strong shareholder support in 2025 election (2.65B for; ~117M against), reinforcing investor confidence in board effectiveness .
- No related‑party transactions disclosed; independence affirmed by Board .
- Alignment mechanisms: director ownership guidelines; anti‑hedging policy; transparent non‑employee director pay structure .
- Watch items:
- Multi‑board service is monitored under Verizon’s limits; all directors, including Ms. Archambeau, comply .
- Verizon notes certain general business transactions with other directors’ employers were immaterial; no such disclosures for Ms. Archambeau in 2024 .
Say‑on‑Pay & Shareholder Signals (Context)
- 2024 say‑on‑pay approval ~91% of votes cast, indicating broad support for compensation governance .
- 2025 say‑on‑pay: 2,476,221,687 for; 269,995,941 against; 30,429,863 abstain .
Overall: Ms. Archambeau’s role as Governance chair and Audit financial expert, clean independence findings, and strong election support suggest high board effectiveness with low conflict risk; compensation and ownership policies support alignment with shareholders .