Vittorio Colao
VERIZON COMMUNICATIONSAbout Vittorio Colao
Vittorio Colao is an independent director of Verizon Communications Inc. (VZ) since 2022 and is 63 years old . He serves on the Corporate Governance and Policy Committee and the Finance Committee; he does not chair a committee . The Board determined he is independent under NYSE/Nasdaq and Verizon standards, along with all non‑employee director nominees . In 2024, the Board held nine meetings; no incumbent director attended fewer than 75% of their assigned meetings, and all directors standing for re‑election attended the annual meeting, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vodafone Group Plc | Chief Executive; Director; Regional CEO (Southern Europe, Middle East and Africa) | CEO 2008‑2018; Director 2006‑2018; exec roles 1999‑2004 | Built and transformed Vodafone into one of the world’s largest communications companies; scaled to ~640M mobile customers, 21M broadband, 14M TV customers; led 5G/IoT development . |
| Government of Italy | Minister for Innovation, Digital Transition and Space | 2021‑2022 | Led Italy’s broadband and 5G rollout efforts . |
| Verizon Wireless Board of Representatives | Board member | 2008‑2013 | Provided unique insights when Verizon Wireless was a Verizon/Vodafone JV . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| General Atlantic | Senior Advisor, Vice Chairman EMEA and Board member | 2019‑2021; 2023‑present | Private investment firm role (not a public company directorship) . |
| Unilever PLC and Unilever N.V. | Non‑Executive Director | 2015‑2021 | Prior public company board service; no current public company directorships listed beyond Verizon . |
Board Governance
- Committee assignments (2024):
- Corporate Governance and Policy Committee – Member; 5 meetings in 2024 .
- Finance Committee – Member; 6 meetings in 2024 .
- Independence: The Board determined all non‑employee nominees, including Colao, are independent; Audit and Human Resources committees meet heightened independence criteria (not applicable to Colao’s current assignments) .
- Attendance/engagement: Board met 9 times in 2024; no incumbent director was below 75% attendance; all nine directors standing for re‑election attended the annual meeting . Independent directors typically hold executive sessions at each regular meeting .
- Shareholder engagement: Verizon conducts year‑round outreach; Lead Director/other directors participate as appropriate .
Fixed Compensation (Non‑Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard 2024 cash retainer for non‑employee directors . |
| Annual equity (share equivalents) | $210,000 | Granted as Verizon share equivalents; credited to the Executive Deferral Plan’s hypothetical Verizon stock fund . |
| Committee chair fees | N/A for Colao | Audit/HRC Chairs: +$30,000; CG&P/Finance Chairs: +$20,000; Colao is not a chair . |
| Lead Director fee | N/A for Colao | Lead Director receives +$75,000; not applicable to Colao . |
| Meeting fees | $0 | No additional meeting fees . |
| Total 2024 for Colao | $335,000 | Fees earned $125,000; stock awards $210,000 . |
Additional features: Directors may defer cash under the Deferral Plan and invest in plan options or a hypothetical cash account; eligible for limited charitable matching gifts via Verizon Foundation .
Performance Compensation
- Non‑employee directors do not receive performance‑based pay (no STIP/PSUs/options); compensation is cash retainer plus annual stock equivalents deferred into the plan .
Other Directorships & Interlocks
| Company | Role | Status | Interlocks/Conflicts Noted |
|---|---|---|---|
| Unilever PLC/N.V. | Director | Former (2015–2021) | None disclosed with Verizon competitors/suppliers/customers . |
| Current public company boards (other than VZ) | — | None listed | None disclosed . |
- Related‑party/independence considerations: The Board reported no related‑person transactions required to be disclosed for 2024; payments related to other directors’ employers were reviewed and deemed immaterial; no such items noted for Colao .
Expertise & Qualifications
- Leadership and telecommunications: Built/transformed Vodafone into a top global operator; deep global telecom operating experience .
- Technology and 5G/IoT: Led capital‑intensive network upgrades, 5G, IoT, and secure data initiatives .
- Consumer/B2B: Oversaw service to hundreds of millions of customers across mobile, broadband, and TV .
- Public policy: National‑level policymaking experience as Italian minister; global perspective on telecom regulation .
Equity Ownership
| Metric | Value | As of/Notes |
|---|---|---|
| Shares beneficially owned | 0 | As of March 4, 2025; see Directors table . |
| Total stock‑based holdings | 12,775 | Includes deferred stock units/plan units; economic exposure to VZ . |
| Shares pledged as collateral | None | Footnote indicates no shares are pledged . |
| Ownership guideline | 5x cash component of annual retainer (directors) | Stock ownership requirements; directors must meet within 4 years . |
| Compliance status | In compliance or on track | Company reports all directors/officers comply or are on track . |
| Equity deferral mechanics | Director stock equivalents auto‑credited to Deferral Plan and invested in a hypothetical VZ stock fund; cash fees may also be deferred | Aligns director incentives with shareholder outcomes . |
Governance Assessment
- Board effectiveness and independence: Colao strengthens international telecom, technology, and policy oversight on the Board; independence affirmed; no 2024 related‑party transactions disclosed .
- Committee work and oversight: Active roles on Corporate Governance and Policy (oversight of board composition, related‑party review, policy/ESG) and Finance (capital markets/liquidity/derivatives/insurance/pension oversight) support capital allocation and policy risk oversight; both committees met 5–6 times in 2024 .
- Attendance/engagement signal: No directors fell below 75% attendance; independent directors meet regularly in executive session, indicating robust oversight culture .
- Ownership alignment and safeguards: Meaningful equity in the form of deferred stock units; robust ownership guidelines (5x cash retainer) with reported compliance; anti‑hedging policy prohibits directors from hedging VZ stock .
- Shareholder confidence indicators: 2024 say‑on‑pay passed with ~91% support, reflecting investor endorsement of pay practices and oversight framework (contextual to overall governance environment) .
RED FLAGS: None disclosed specific to Colao. No related‑party transactions; no pledging; no attendance concerns; anti‑hedging in place .