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Chief Executive Officer Compensation Arrangements

On October 6, 2025, Verizon filed a Current Report on Form 8-K disclosing, among other things, the appointment of Daniel H. Schulman as Chief Executive Officer, effective as of October 4, 2025. Verizon is filing this Amendment No. 1 to such Current Report to provide information regarding Mr. Schulman’s compensation arrangements that were entered into after such Current Report was filed.

On October 13, 2025, Verizon entered into a letter agreement with Mr. Schulman, which provides for his continued role as Chief Executive Officer through December 31, 2027. Mr. Schulman will continue serving as a member of the Board of Directors of Verizon (the “Board”) and will be nominated for reelection to the Board at each annual meeting of Verizon’s shareholders during the term. In consideration of his employment as Chief Executive Officer, Mr. Schulman will be paid an annualized base salary of $1,500,000 and will be eligible to participate in the Verizon Short Term Incentive Plan with a target incentive opportunity equal to 250% of his base salary, prorated for fiscal year 2025. Mr. Schulman will also receive the following Verizon equity awards in the form of Verizon restricted stock units (“RSUs”) and Verizon performance stock units (“PSUs”), which collectively represent Mr. Schulman’s exclusive long-term incentive compensation during the term:

(i) 

an RSU grant with a target value equal to $9.5 million to compensate Mr. Schulman for incentive compensation that he forfeited upon resignation from his service relationship with an investment firm in connection with his appointment as Chief Executive Officer, which will be granted on October 17, 2025 and will vest on December 31, 2026, generally subject to his continued employment through such date;
an RSU grant with a target value equal to $20 million, which will be granted on October 17, 2025 and will vest on December 31, 2027, generally subject to his continued employment through such date;

(iii)   

a PSU grant with a target value equal to $30 million, which will be granted during 2026 and prior to January 15, 2026 and will vest, to the extent earned, on December 31, 2027, generally subject to his continued employment through such date. This PSU grant is divided into two tranches, each corresponding to 50% of the award. Each tranche may be earned at a range of 0-200% of the target number of PSUs granted, based on the level of achievement of Verizon’s total shareholder return relative to a comparator group to be determined by the Human Resources Committee (the “Committee”) of the Board at the time of grant in 2026. For the first tranche, such achievement is measured over a performance period beginning October 17, 2025 and ending December 31, 2026 and for the second tranche, such achievement is measured over a performance period beginning October 17, 2025 and ending December 31, 2027; and

(iv)    

a supplemental PSU grant relating to 222,222 PSUs at target, which will be granted on October 17, 2025 and may be earned at a range of 0-300% of the target number of PSUs granted based on the achievement of average share price goals ranging from $55.00 to $75.00 per share of Verizon common stock over a performance period commencing on October 17, 2025 and ending December 31, 2028. The earned PSUs will generally vest on December 31, 2027 or such later date during the performance period on which the applicable share price performance goal is achieved, generally subject to Mr. Schulman’s continued employment with Verizon through December 31, 2027. This PSU grant is divided into nine tranches, each of which corresponds to an average share price goal. An average share price goal will be treated as achieved (resulting in the corresponding tranche of the grant being deemed to be earned) on the last day of a measurement period (defined as any period of 20 consecutive trading days of Verizon common stock on the New York Stock Exchange that both begins and ends during the performance period) if, as of each trading day during the measurement period, the average closing price of a share of Verizon common stock on the New York Stock Exchange for the trailing period of 20 consecutive trading days ending on and including such day exceeds the applicable average share price goal.

The number of shares of Verizon common stock underlying the equity grants described in clauses (i), (ii), and (iii) above will be determined by dividing the target dollar value of the grant by a reference price that is calculated as the average closing price of Verizon common stock over the 20 consecutive trading days ending on and including October 17, 2025 and rounding up to the nearest whole number of shares. Mr. Schulman is entitled to certain termination vesting protections with respect to his RSUs and PSUs upon a qualifying termination of employment, including that upon Mr. Schulman’s termination of employment due to a succession event (generally defined as circumstances where a successor Chief Executive Officer of Verizon has been appointed and Mr. Schulman has facilitated an orderly transition of his duties), the time-based vesting conditions will be deemed satisfied for all of Mr. Schulman’s equity grants described above. In addition, if prior to December 31, 2027, Mr. Schulman’s employment terminates due to a succession event, he will be entitled to receive the remaining base salary and short-term incentive compensation that he would have received had he remained employed with Verizon as Chief Executive Officer through December 31, 2027 (with short-term incentive compensation determined based on actual performance for the fiscal year in which the termination occurs and target performance for fiscal years that have not yet commenced as of the termination date).

Named Executive Officer Retention Awards

On October 13, 2025, the Committee approved a one-time retention RSU award with a target value of $4,000,000 for each of Sowmyanarayan Sampath, Executive Vice President and Group CEO - Verizon Consumer, and Anthony Skiadas, Executive Vice President and Chief Financial Officer. The number of shares of Verizon common stock underlying each award will be determined by dividing the target dollar value by the closing price of a share of Verizon common stock on the New York Stock Exchange on the grant date and rounding up to the nearest whole number of shares. Each award will be granted on October 17, 2025 and will vest on December 31, 2027, generally subject to the continued employment of Mr. Sampath or Mr. Skiadas, as applicable, through such date. Each of Mr. Sampath and Mr. Skiadas is entitled to certain termination vesting protections with respect to his RSUs upon a qualifying termination of employment.


Why Vz replaced Hans

Hans did not have the experience or knowledge to lead Verizon - smoke and mirrors and everyone else paid the price(especially employees with vz stock). Sampath is not the right leader either.

Stratton is the best fit to turn the company and stock around. Only met him once.
Good article below.
https://www.mobileworldlive.com/verizon/analysis-why-verizon-needed-a-ceo-shift-change/


Why Vz needed a new CEO

Hans did not have the experience or knowledge to lead Verizon - smoke and mirrors and everyone else pays the price. Sampath is not the right leader either. Stratton is the best fit to turn the company and stock around. Only met him once.

https://www.mobileworldlive.com/verizon/analysis-why-verizon-needed-a-ceo-shift-change/


Annual Fall Layoffs

iHeart has begun its annual fall layoffs amid a broader push for profitability, with speculation of hundreds of cuts nationwide. In Los Angeles, KFI 640 AM let go evening host Morris W. O’Kelly minus Mo’Kelly minus his producer Tawala Sharp, imaging director Clay Roe, and Real 92.3’s overnight host Chuck Dizzle. The moves come as KFI’s ratings have softened and the station adapts after leadership changes and newsroom cuts, though KFI still tied for 14th in the market in September.

CEO Bob Pittman’s 2024 compensation drew criticism in the piece, alongside a noted 46 percent staff reduction over 10 years across the company. Separate from the layoffs, a lawsuit filed by former Alt 98.7 morning co host Renae Ravey alleges age discrimination against show host Jeff Fife minus Woody minus which iHeart and Fife have not commented on.

iHeartMedia - Los Angeles CA -

https://www.ocregister.com/2025/10/13/radio-station-layoffs-add-to-the-chill-in-the-autumn-air/


"IBM’s CEO is all about cutting out the things IBM used to be good at in favor pumping up the stock price."

"IBM’s CEO is all about cutting out the things IBM used to be good at in favor pumping up the stock price. It’s a matter of time until he does the same to Red Hat"

https://www.reddit.com/r/linux/comments/1o40uvk/red_hat_will_begin_to_integrate_even_further_into/


New ceo new contract settlement new changes new layoffs

I’m hearing rumors the first thing the new ceo did was to see about a contract extension.But not in way most would like .Sounds like in exchange for some kinda cap on medical the union would agree to the movement of work force needed to bring the people to the work along with cross training for techs .Which means less hiring of new union field techs .This also plays in the company favor because they can also move ahead with the management headcount reductions this new ceo is looking for with layoffs .Not really sure if anyone on either side union and management realizes what this new ceo is looking to do reduce headcount at any cost .Not sure anyone is safe


Nokia has an American CEO for a specific reason.

Nokia has an "American" CEO for a purpose. But will TACO use American tax dollars to help Finland? Hope not, since Nokia has outsourced lots of American jobs in wireless telecom, fixed network, and cloud telecom networks to other nations such as China, India, CHINA (repeated for a reason), Poland, Hungry, Portugal, France, Canada, Mexico, etc. And decreased drastically the tens of thousands of employees they once had in USA. Also, major customers such as AT&T and Verizon kicked Nokia out of it's 5G network. And now they want to talk about working together on quantum and 6G after giving away the 4G and 5G technology to China (with China's 51% ownership of Nokia Shanghai Bell). Nokia is now begging the US gov't for partnership only because China has decreased it's business with Nokia drastically over the past several years. If China was still giving Nokia business and expanding in China, would Nokia have even hired an American CEO? By the way, Nokia told Trump it has 7000 employees in US, but they forgot to mention that 1/3 are on foreign work visa in every single business group including many in research. That amounts to ONLY about 5000 or less "American" employees.


Qualcomm CEO sold >50% of his shares at $165.56, now the share price is $153.50

Qualcomm CEO Cristiano R. Amon sold 150,000 shares of company stock on October 1, 2025, for a total of approximately (\$24.8) million. This transaction was reported in a filing with the SEC. After the sale, Amon still held 149,304 shares in the company.

What is going on? Does he really need that much cash?
 


Barron’s: Occidental’ s CEO Is a Favorite of Warren Buffett’s. She’s Been a Bust for Investors.

One of Warren Buffett’s favorite CEOs,Occidental Petroleum’s Vicki Hollub, hasn’t delivered for investors.

Since Hollub, 65, became CEO in April 2016, Occidental stock has been in the bottom 10 stocks among the 50 in the S&P oil and gas exploration and production index.


Some of you just don't get it...

The new CEO, that's not change. It is the continuation of a plan. If l have seen this and lived it.

Meatball did the job that Blackrock commanded. He hollowed out the company, and outsourced much of it. The only thing not yet completed it the conversion of direct store to the Big 6 indirects. But that is coming.

The Checkmark has lost a lot of ground, and that was intentional. Next will be a massacre of senior managers and higher. Also.maybe a sell off of prepaid.

And then they will sell the cold, dead empty husk of the company to the highest bidders for scrap. We will be the AOL of telecommunications and we will be left to ponder "the good old days" as if we ever had them.


Frank Bisignano is a business superstar!

He is a brilliant business leader who has created better outcomes for associates, shareholders and clients in every job he's held. That is objective fact when you look at the business metrics, not personal insults. My two cents are that Mike was too much inexperienced to run a company as large and complex as Fiserv. A first time CEO has much to learn and a smaller more manageable role such as running PNC would have served Mike much better.


Verizon and T-Mobile Have New CEOs, Is AT&T Next?

Verizon and T-Mobile just named new CEOs, and it really makes you wonder… is AT&T next? The mood across the company says it all. People are exhausted, morale’s crushed, and trust in leadership is at an all-time low.

If a change at the top actually happens, you can bet there’ll be a huge sigh of relief across our hubs. It wouldn’t just be about a new name. It’d be about hope for a new direction, one that finally listens to employees and fixes the mess RTO and poor leadership have created.

We’re overdue for a reset. Maybe this time, real leadership will show up…


€32 million bonus for Christian Klein in 2025?

In 2024, Christian Klein, 44, received a €19 million ($19.9 million) bonus, up 165% from the previous year. Eliminating all MOVE SAP and similar programs, limiting bonuses through performance management, reducing yearly salary increments, Project Mongoose, and so on should net him approximately €32 million bonus in 2025. When you compare all of the numbers shared by the CFO and Works Council newsletters in 2023, 2024, and 2025, you get this figure.

I wonder how much he'll actually get this time. Guess we won't know until this information is made public.

What is the supervisory board even doing? Are they also going to make a deal with the board to get good money for being laid off like how the Works Council members did?


Dan Schulman is stepping in as Verizon’s new CEO. At PayPal he built a reputation for being employee-centric, even raising wages and improving b

Dan Schulman is stepping in as Verizon’s new CEO. At PayPal he built a reputation for being employee-centric, even raising wages and improving benefits for frontline staff. He talks about purpose and fairness, not just profit. Is this the turning of the page for Verizon?


If It Was Just the AI Talking… Why Are You So Nervous?

For years, I said Hans Vestberg was the wrong guy. I said the “best network” narrative was smoke and mirrors, that billions in 5G spending without a monetization plan was corporate malpractice, and that leadership had no clue how to run a 21st-century company. And what did I get? The usual chorus of Verizon fanboys and PR parrots laughing it off and calling it “AI talk.”

Well… the “AI talk” just pushed your CEO out the door.

All those corporate cheerleaders who swore everything was fine — the ones who worshipped at the altar of “Ultra Wideband” press releases and internal town-hall buzzwords — are suddenly very quiet now. Because the board just did exactly what they insisted would never happen: they fired the architect of this slow-motion train wreck and replaced him with someone who actually understands platforms, partnerships, and profit.

Let’s be honest: calling it “AI” was never about the technology — it was a cheap way to dismiss what you didn’t want to hear. Because if you admitted the analysis was right, you’d also have to admit the leadership was wrong. And now, here we are: the leadership is gone, and the analysis you mocked is the new corporate strategy.

So keep sneering about “AI talking” if it helps you sleep. But know this — the future spoke, and it just fired your hero. All your PR spin couldn’t save him. All your LinkedIn cheerleading couldn’t rewrite the numbers. The truth bulldozed through the talking points… and left your corporate fairy tale in the dust.


Schulman’s appointment is a stop-gap measure, eventually, Sowmyanarayan Sampath, is likely to take over

https://www.fierce-network.com/wireless/verizon-taps-ex-paypal-virgin-mobile-exec-new-ceo

Analyst thinks Schulman’s appointment is a stop-gap measure and eventually, Sowmyanarayan Sampath, Vestberg’s heir apparent, is likely to take over. Sampath is currently CEO of the Consumer Group at Verizon.


Dan Schulman, Summary Profile

Facts, short interview excerpts, and a forward-looking analysis of how he may lead (some AI, some custom):

Dan Schulman

  • Current role: Chief Executive Officer, Verizon Communications, effective Oct 6, 2025. He succeeds Hans Vestberg, who becomes a special adviser through Oct 4, 2026. Mark Bertolini becomes Board Chair.
  • Age: 67. Recent context: Verizon is pushing to reignite growth and integrate a pending Frontier Communications acquisition targeted to close in early 2026.
  • Education: B.A., Middlebury College 1980. M.B.A., NYU Stern.

Career highlights

  • AT&T: 18 years, rising to president of the consumer long distance business and the youngest member of the company’s top executive team.
  • priceline.com: President and COO, then CEO.
  • Virgin Mobile USA: Founding CEO, took it public, later sold to Sprint Nextel. Post-deal he led Sprint’s prepaid group.
  • American Express: Group President, Enterprise Growth, focused on new digital payments and partnerships.
  • PayPal: CEO from 2014 through 2023, leading its spinout from eBay in 2015 and subsequent platform expansion.
  • Selected moves: push for crypto features and a super app strategy, and the roughly 4 billion dollar acquisition of Honey to deepen consumer engagement.
  • Verizon governance: Director since 2018, elected Lead Independent Director in Dec 2024, now CEO.

Key Accomplishments:

  • Customer 1st
    At PayPal he implemented Customer Choice so users could pick how they pay. He noted that the day it was announced, the stock fell 9 percent, yet two years later PayPal reported 70 million incremental customers and lower service calls.

  • Profit Driven
    He is associated with a measurable approach to employee financial health. PayPal introduced the Net Disposable Income metric and moved hourly and entry-level U.S. employees from roughly 4 to 6 percent NDI in 2019 toward mid-teens by 2021, with a goal of at least 20 percent.

  • Crisis Response
    During the 2018-19 U.S. government shutdown, he initiated up to 500 dollar, interest-free advances to furloughed federal workers, committing up to 25 million dollars.

  • Telecom Expertise
    Schulman has prior P&L leadership in wireless at Virgin Mobile and Sprint’s prepaid unit, which gives him domain context for Verizon’s mobility and broadband markets.

Some interview excerpts:

  • On motion and risk: “There’s a philosophy in martial arts which is, ‘Never stand still’.”
  • On choosing the customer over margin: “If we really are going to be a customer champion, what we need to do is give customers choice.”
  • On short-term pain: “The day we announced it, our stock dropped 9 percent.”
  • On purpose: “Profit and purpose are fully linked together.”
  • On values: “Values can’t be propaganda. They have to be something that you not just say, but you do.”
  • On day-one priorities at Verizon: “Verizon is at a critical juncture. We have a clear opportunity to redefine our trajectory.” Also, “reduce our cost to serve, and optimize our capital allocation.”

Let's predict how he will lead at Verizon (guessing, but still):

  • Customer-first offers, simpler choices
    Expect emphasis on plan clarity, fewer gotchas, and tools that increase perceived value without price-only competition. This mirrors his “customer champion” approach that traded short-term margin for long-term engagement at PayPal.

  • Cost to serve and digital self-service
    His own language points to lowering cost to serve. Look for pushes in app experience, proactive care, and churn-reduction through analytics so service costs fall while NPS rises.

  • Growth (bundling + ecosystem expansion)
    At PayPal he broadened the platform with new features and Honey’s path-to-purchase data. At Verizon, comparable logic could show up as smarter bundles across mobility, home internet, and perks that deepen engagement rather than discounting alone.

  • Capital Mgmt
    Telecom is capital intensive. Expect tighter capital allocation guardrails that tie spend to measurable growth in market share and cash generation, consistent with his opening memo themes and the company’s reiterated 2025 guidance.

  • Workforce
    His record suggests a belief that better employee economics and inclusion improve outcomes. While Verizon’s footprint and labor mix differ from PayPal’s, watch for selective moves that support frontline productivity and retention.

  • Telecom operator basics + fiber execution
    Schulman inherits a network built during Vestberg’s 5G push and a pending 20 billion dollar Frontier acquisition aimed at fiber expansion. Expect a pragmatic focus on fiber passings, broadband adds, and unit economics while integrating the deal if it closes as planned.

  • Purpose/Pragmatism
    He is outspoken about acting on values. In a regulated, politically scrutinized sector, expect careful calibration so purpose initiatives remain tied to customer trust and operating results.

What to watch in the first 12 months

  • Postpaid phone net adds, phone churn, and ARPU trends vs AT&T and T-Mobile. Context: Verizon seeks to regain momentum in a highly competitive market.
  • Broadband and fixed wireless net adds, fiber build milestones tied to the Frontier integration timeline.
  • Cost-to-serve metrics and digital adoption rates following any app or care redesigns.
  • Signals on capital allocation and any portfolio or pricing simplifications in mobility and home.

You can use Google to find this:

  • Verizon announcement and Schulman’s day-one remarks.
  • Breaking coverage of his appointment and competitive context.
  • Customer Choice case and measured outcomes at PayPal.
  • Employee financial wellness program design and results.
  • 2019 shutdown advances for federal workers.
  • Honey acquisition rationale.
  • Earlier telecom roles and Sprint-Virgin Mobile deal context.
  • Background on education and early career.
  • Latest coverage on Schulman and Verizon.

$T stock declines after CEO doubles down on RTO

$T down nearly 10% after Stankey doubles down on RTO. Wall Street’s not buying the “culture” fairy tale either. You can’t rebuild trust by draining morale and calling it collaboration. That 8/1 email did irreparable damage. Put a nice hole in his golden parachute too. PROOF RTO DOES NOT WORK!


I don’t care about the disclosure anymore

Became close to many here in 15 years. Cannot stress this enough - The company you think you know IS planning your “winter.” Prepare. Please prepare. Putting in notice this week. And it does not matter how well you’re doing your job.

With telco moves recently, can see stank doing larger cuts and then T puts in new CEO q1. All this in effort to make it look like they’re listening.

Winter is coming.