VZ » Topics » Sound Executive Compensation Practices

This excerpt taken from the VZ DEFA14A filed Apr 7, 2009.

Sound Executive Compensation Practices

Verizon’s Board of Directors has consistently implemented executive compensation practices that are focused on pay-for-performance, with an emphasis on creating long-term shareholder value. As a result of its ongoing review, Verizon has adopted best practices such as:

 

   

Elimination of an employment agreement for the CEO;

 

   

Elimination of guaranteed pension and supplemental retirement benefits and executive perquisites allowances;

 

   

Adoption of a policy prohibiting the Human Resources Committee’s (the “Committee”) independent compensation consultant from doing any work for the Company; and

 

   

Implementation of a policy to “clawback” incentive payments made to executives who engage in financial misconduct.


Over the past two years, Verizon has engaged in ongoing dialogue with its shareholders and others about the Company’s executive compensation program. The Committee has taken into account those discussions when considering revisions to the Company’s compensation practices. For example, beginning in 2008 Verizon:

 

   

Established a single peer group (Related Dow Peers) to benchmark both total compensation opportunities and long-term stock performance. Reference to a single peer group strengthens the pay-for-performance comparison and provides improved transparency for shareholders;

 

   

Increased the level of performance that is required under the Long-Term Incentive Plan to receive an award at 100% of the target number of Performance Stock Units (PSUs). In order to receive the target award, Verizon’s total shareholder return during the three-year performance cycle must rank above the median for its peer group, the Related Dow Peers;

 

   

Focused the short-term incentive opportunities for the named executive officers on the same set of Company-wide performance measures, rather than multiple measures of business segment performance. The Committee believes that shareholders and the investment community generally assess Verizon based on Company-wide performance with respect to top line revenue growth and bottom line adjusted earnings per share; and

 

   

Revised its stock ownership guidelines to further emphasize the importance of executive share ownership.

This excerpt taken from the VZ DEFA14A filed Mar 30, 2009.

Sound Executive Compensation Practices

Verizon’s Board of Directors has consistently implemented executive compensation practices that are focused on pay-for-performance, with an emphasis on creating long-term shareholder value. As a result of its ongoing review, the Committee has adopted best practices such as:

 

   

Elimination of an employment agreement for the CEO;

 

   

Elimination of guaranteed pension and supplemental retirement benefits and executive perquisites allowances;

 

   

Adoption of a policy prohibiting the Committee’s independent compensation consultant from doing any work for the Company; and

 

   

Implementation of a policy to “clawback” incentive payments made to executives who engage in financial misconduct.

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LOGO   2   March 30, 2009

 

Over the past two years, Verizon has engaged in ongoing dialogue with you and its large institutional investors about the Company’s executive compensation program. The Committee has taken into account those discussions when considering revisions to the Company’s compensation practices. For example, beginning in 2008 Verizon:

 

   

Established a single peer group (Related Dow Peers) to benchmark both total compensation opportunities and long-term stock performance. Reference to a single peer group strengthens the pay-for-performance comparison and provides improved transparency for shareholders;

 

   

Focused the short-term incentive opportunities for the named executive officers on the same set of Company-wide performance measures, rather than multiple measures of business segment performance. The Committee believes that shareholders and the investment community generally assess Verizon based on Company-wide performance with respect to top line revenue growth and bottom line adjusted earnings per share; and

 

   

Revised its stock ownership guidelines to further emphasize the importance of executive share ownership.

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