Verizon Communications Inc. Interactive Proxy 2018

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Board Members

  • Shellye L. Archambeau

  • Mark T. Bertolini

  • Richard L. Carrión

  • Melanie L. Healey

  • M. Frances Keeth (Lead Director)

  • Karl-Ludwig Kley

  • Lowell C. McAdam (Chairman)

  • Clarence Otis, Jr.

  • Rodney E. Slater

  • Kathryn A. Tesija

  • Gregory D. Wasson

  • Gregory G. Weaver

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  • Industry Experience

  • Praxair End-Markets Experience

  • Praxair Foreign Markets Experience

  • Operations Experience

  • International Business Experience

  • Technology Experience

  • Financial Expertise

  • Risk Management Experience

  • Public Company Board Experience

  1. Gender
  2. More Diversity

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Non-Independent ()

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  • Audit


    Number of meetings: 11
    Chair: Gregory Weaver

    Audit Committee Financial Expert

    - Shellye Archambeau

    - M. Frances Keeth

    - Clarence Otis, Jr.

    - Gregory Wasson

    - Gregory Weaver

    • Clarence Otis, Jr.
    • Gregory D. Wasson
    • Gregory G. Weaver
    • M. Frances Keeth (Lead Director)
    • Shellye L. Archambeau
    • Kathryn A. Tesija
  • Corporate Governance and Policy


    Number of meetings: 7
    Chair: M. Frances Keeth

    • M. Frances Keeth (Lead Director)
    • Kathryn A. Tesija
    • Shellye L. Archambeau
    • Richard L. Carrión
    • Rodney E. Slater
  • Finance


    Number of meetings: 4
    Chair: Richard Carrión

    • Richard L. Carrión
    • Mark T. Bertolini
    • M. Frances Keeth (Lead Director)
    • Clarence Otis, Jr.
    • Karl-Ludwig Kley
  • Human Resources


    Number of meetings: 7
    Chair: Clarence Otis, Jr.

    • Clarence Otis, Jr.
    • Gregory D. Wasson
    • Melanie L. Healey
    • Richard L. Carrión
    • Rodney E. Slater

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  • 0-45

  • 45-54

  • 55-64

  • 65-74

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  • Chairman and Chief Executive Officer


    Lowell C. McAdam
    • Lowell C. McAdam (Chairman)
  • Lead Director


    M. Frances Keeth
    • M. Frances Keeth (Lead Director)
  • Audit Committee Chair


    Gregory G. Weaver
    • Gregory G. Weaver
  • Corporate Governance and Policy Chair


    M. Frances Keeth
    • M. Frances Keeth (Lead Director)
  • Finance Committee Chair


    Richard L. Carrión
    • Richard L. Carrión
  • Human Resources Committee Chair


    Clarence Otis, Jr.
    • Clarence Otis, Jr.
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Shellye L. Archambeau

Former Chief Executive Officer of MetricStream, Inc.


Age: 55
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards: Nordstrom, Inc.
Qualifications:

Ms. Archambeau is the former Chief Executive Officer of MetricStream, Inc., a leading provider of governance, risk, compliance and quality management solutions to corporations across diverse industries. She served in this role from the time she joined MetricStream in 2002 until 2018. Prior to that, Ms. Archambeau served as Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., Chief Marketing Officer of NorthPoint Communications, and President of Blockbuster Inc.’s e-commerce division. Before she joined Blockbuster, she held domestic and international executive positions during a 15-year career at IBM. Ms. Archambeau has served on the board of Nordstrom, Inc. since 2015, and in the past five years, she has served on the board of Arbitron, Inc.

Qualifications: Ms. Archambeau provides the Board with valuable knowledge of technology, e-commerce, digital media and communications platforms. Her experiences in the Silicon Valley emerging company community, as well as her prior experience at IBM, provide her with global perspectives on developing and marketing emerging technology applications and solutions.

Mark T. Bertolini

Chairman and Chief Executive Officer of Aetna Inc.


Age: 61
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Aetna Inc.
Qualifications:

Mr. Bertolini is Chairman and Chief Executive Officer of Aetna Inc., a Fortune 100 diversified healthcare benefits company. Prior to assuming the role of Aetna’s CEO in 2010 and Chairman in 2011, Mr. Bertolini served as President from 2007, responsible for all of Aetna’s businesses and operations across the company’s range of healthcare products and related services. He also served as Executive Vice President and head of Aetna’s regional businesses. Mr. Bertolini joined Aetna in 2003 as head of Aetna’s Specialty Products after holding executive positions at Cigna, NYLCare Health Plans and SelectCare, Inc.

Qualifications: Mr. Bertolini’s experience at a large, multinational corporation provides the Board with valuable operational and management expertise, as well as critical perspective on strategic planning. His role as Chairman and CEO of Aetna provides the Board with additional insights into the healthcare industry.

Richard L. Carrión

Executive Chairman of Popular, Inc.


Age: 65
Director since: 1997
Independent: Yes
Board Committees:
Other Public Boards: Popular, Inc.
Qualifications:

Mr. Carrión is Executive Chairman of Popular, Inc., a diversified bank holding company. Prior to assuming his current position in 2017, Mr. Carrión served as Chairman and Chief Executive Officer of Popular, Inc. for over 20 years. Mr. Carrión served as a director of the Federal Reserve Bank of New York, a government-organized financial and monetary policy organization, from 2008 to 2015. He also served as a director of NYNEX Corporation, one of Verizon’s predecessor companies, from 1995 to 1997.

Qualifications: Mr. Carrión provides the Board with financial, operational and strategic expertise developed during his long tenure at Popular, Inc. This experience, combined with his board service at the Federal Reserve Bank of New York, also provides the Board with extensive risk management expertise.

Melanie L. Healey

Former Group President of The Procter & Gamble Company


Age: 56
Director since: 2011
Independent: Yes
Board Committees:
Other Public Boards: Hilton Worldwide Holdings Inc.
PPG Industries, Inc.
Target Corporation
Qualifications:

Ms. Healey is the former Group President of The Procter & Gamble Company, one of the leading providers of branded consumer packaged goods. She served in this role from 2007 to 2015. During her tenure at Procter & Gamble beginning in 1990, Ms. Healey held a number of positions of responsibility, including Group President and advisor to the Chairman and CEO, Group President of North America and Group President for the Global Feminine and Health Care Sector. Ms. Healey has served as a director of Hilton Worldwide Holdings Inc. since September 2017, PPG Industries, Inc. since 2016 and Target Corporation since 2015.

Qualifications: Ms. Healey provides the Board with valuable strategic, branding, distribution and operating experience on a global scale obtained over her 32-year career in the consumer goods industry. Her deep experience in marketing and operations, including her 18 years outside the United States, provides the Board with strategic and operational leadership and critical insights into brand building and consumer marketing trends globally.

M. Frances Keeth (Lead Director)

Retired Executive Vice President of Royal Dutch Shell plc


Age: 71
Director since: 2006
Independent: Yes
Board Committees:
Other Public Boards: Arrow Electronics, Inc.
Qualifications:

Ms. Keeth was Executive Vice President of Royal Dutch Shell plc, a global energy company, from 2001 to 2006, and was Chief Executive Officer of Shell Chemicals Limited from 2004 to 2006. During her long tenure at Royal Dutch Shell, Ms. Keeth served in a number of other positions of responsibility, including Executive Vice President, Finance and Business Systems, and Executive Vice President, Customer Fulfillment and Product Business Units. Before holding these positions, Ms. Keeth was controller and principal accounting officer of Mobil Corporation. Ms. Keeth has served as a director of Arrow Electronics, Inc. since 2004, and in the past five years, she has served as a director of Peabody Energy Corporation.

Qualifications: Ms. Keeth’s career with Shell has provided her with substantial experience in managing worldwide operations and strategic partnerships in a capital-intensive business. Her expertise provides the Board with critical skills in the areas of financial oversight, aligning financial and strategic initiatives, and risk management.

Karl-Ludwig Kley

Former Chairman of the Executive Board and Chief Executive Officer of Merck KGaA


Age: 65
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: BMW AG
Deutsche Lufthansa AG
E.ON SE
Qualifications:

Dr. Kley is former Chairman of the Executive Board and Chief Executive Officer of Merck KGaA, a leading producer of high-tech products in healthcare, life science and performance materials. He served in this role from 2007 to 2016. Before joining Merck KGaA, Dr. Kley was a member of the Executive Board of Deutsche Lufthansa AG from 1998 to 2006, where he served as Chief Financial Officer. From 1982 to 1998, Dr. Kley worked for Bayer AG in a variety of positions, including as head of corporate finance and investor relations. Dr. Kley has served as vice chairman of the supervisory board of BMW AG since 2010 and a member of that board since 2008; as chairman of the supervisory board of Deutsche Lufthansa AG since September 2017 and a member of that board since 2014; and as chairman of the supervisory board of E.ON SE since 2016.

Qualifications: Dr. Kley brings to our Board significant leadership experience as CEO of an innovative, global operation navigating a highly competitive, complex and rapidly changing ecosystem. His extensive expertise in corporate finance acquired during his tenure as CEO, Vice Chairman and Chief Financial Officer of similarly complex organizations, combined with his director roles on the boards of other public companies, provides our Board with a unique global perspective and critical capabilities in strategic oversight and corporate governance.

Lowell C. McAdam (Chairman)

Chairman and Chief Executive Officer of Verizon Communications Inc.


Age: 63
Director since: 2011
Independent: No
Board Committees:
Other Public Boards:
Qualifications:

Mr. McAdam is Chairman (since 2012) and Chief Executive Officer (since 2011) of Verizon Communications Inc. Prior to becoming CEO, Mr. McAdam served in numerous positions of responsibility, including President and Chief Operating Officer of Verizon Communications Inc., President and CEO of Verizon Wireless, and Executive Vice President and Chief Operating Officer of Verizon Wireless. Before Verizon Wireless was formed, Mr. McAdam held executive positions with PrimeCo Personal Communications, AirTouch Communications and Pacific Bell. Mr. McAdam spent six years in the U.S. Navy Civil Engineer Corps and became a licensed professional engineer in 1979. In the past five years, Mr. McAdam has served as a director of General Electric Company.

Qualifications: Mr. McAdam provides the Board with substantial and wide-ranging expertise in the telecommunications industry as well as a deep focus on innovation developed during his pivotal role in the formation and growth of Verizon Wireless. As CEO of Verizon Communications Inc., he provides the Board with in-depth knowledge of Verizon’s business, industry, challenges and opportunities.

Clarence Otis, Jr.

Former Chairman and Chief Executive Officer of Darden Restaurants, Inc.


Age: 61
Director since: 2006
Independent: Yes
Board Committees:
Other Public Boards: The Travelers Companies, Inc.
VF Corporation
MFS Mutual Funds (138 funds)
Qualifications:

Mr. Otis is the former Chairman and Chief Executive Officer of Darden Restaurants, Inc., the largest company-owned and operated full service restaurant company in the world. He served as CEO of Darden Restaurants from 2004 to 2014 and as Chairman from 2005 to 2014. After joining Darden in 1995 as Vice President and Treasurer, Mr. Otis served in a number of positions of responsibility, including Chief Financial Officer, Executive Vice President, and President of Smokey Bones Barbeque & Grill, a restaurant concept formerly owned and operated by Darden. Mr. Otis also served as a director of the Federal Reserve Bank of Atlanta from 2010 to 2015. He has served as a director of The Travelers Companies, Inc. since August 2017 and VF Corporation since 2004. He has also been a director of 138 funds within the MFS Mutual Funds complex since March 2017.

Qualifications: Mr. Otis provides the Board with valuable insight into consumer services, retail operations and financial oversight. His experience over his 20 years at Darden Restaurants provides him with critical perspectives on operations, strategy and management of a complex organization and a large-scale workforce, and his board service at the Federal Reserve Bank of Atlanta provides extensive risk management expertise.

Rodney E. Slater

Partner at Squire Patton Boggs LLP


Age: 63
Director since: 2010
Independent: Yes
Board Committees:
Other Public Boards: Kansas City Southern
Transurban Group
Qualifications:

Mr. Slater has been a Partner at the law firm Squire Patton Boggs LLP since 2001 practicing in the areas of transportation, infrastructure and public policy. Previously, Mr. Slater served as the U.S. Secretary of Transportation from 1997 to 2001, and as the Administrator of the Federal Highway Administration from 1993 to 1997. Mr. Slater has served as a director of Kansas City Southern since 2001 and Transurban Group since 2009. In the past five years, Mr. Slater has also served as a director of Atkins plc.

Qualifications: Mr. Slater has substantial regulatory and public policy experience at the federal and state levels. Mr. Slater provides the Board with valuable insights on public policy issues and leadership on matters involving multiple stakeholders. He also provides the Board with perspectives on strategic partnerships and legal issues.

Kathryn A. Tesija

Former Executive Vice President and Chief Merchandising and Supply Chain Officer of Target Corporation


Age: 55
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: Woolworths Group Limited
Qualifications:

Ms. Tesija is the former Executive Vice President and Chief Merchandising and Supply Chain Officer of Target Corporation, the second largest discount retailer in the United States. She served in this role from 2008 to 2015. During her tenure at Target beginning in 1986, Ms. Tesija served in numerous positions of responsibility, including Director, Merchandise Planning, Senior Vice President, Hardlines Merchandising, and Strategic Advisor. Ms. Tesija has served on the board of Woolworths Group Limited since 2016.

Qualifications: Ms. Tesija provides the Board with valuable large-scale global merchandising and supply chain experience, as well as operational perspectives and strategic planning expertise. Her tenure as an executive at Target Corporation provides the Board with additional insights into the retail industry and consumer behavior.

Gregory D. Wasson

Former President and Chief Executive Officer of Walgreens Boots Alliance, Inc.


Age: 59
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards: The PNC Financial Services Group, Inc.
Qualifications:

Mr. Wasson is the former President and Chief Executive Officer of Walgreens Boots Alliance, Inc., the first global pharmacy-led health and wellbeing enterprise. From 2009 through 2015 he was Director, President and Chief Executive Officer of Walgreen Co. A registered pharmacist, he joined Walgreen Co. in 1980 and served in a number of positions of responsibility, including President and Chief Operating Officer. Mr. Wasson has served on the board of The PNC Financial Services Group, Inc. since 2015 and, in the past five years, he has served on the boards of Walgreen Co. and AmerisourceBergen Corporation.

Qualifications: Mr. Wasson provides the Board with valuable global operational and management experience, as well as extensive knowledge of the retail and healthcare industries. His tenure as CEO of a large publicly-held company provides the Board with additional in-depth perspective in organizational management.

Gregory G. Weaver

Former Chairman and Chief Executive Officer of Deloitte & Touche LLP


Age: 66
Director since: 2015
Independent: Yes
Board Committees:
Other Public Boards: Goldman Sachs Trust
Qualifications:

Mr. Weaver was Chairman and Chief Executive Officer of Deloitte’s audit and enterprise risk services firm, Deloitte & Touche LLP, from 2012 to 2014 and from 2001 to 2005. From 2006 to 2012, he served on the board of directors of Deloitte’s U.S. organization and on its Governance, Compensation and Succession Committees. During Mr. Weaver’s 40 years of experience at Deloitte, including 30 years as a partner, he served as lead client service partner, audit partner and advisory partner for several of Deloitte & Touche’s largest clients. Mr. Weaver has served on the board of trustees of the Goldman Sachs Trust since 2015.

Qualifications: Mr. Weaver provides the Board with significant expertise in the areas of public accounting, risk management and related regulatory matters, which he developed over a long career with a leading audit firm. He also brings to the Board valuable experience with the operational and governance issues faced by a large, complex organization like Verizon.

Meeting Highlights

The Venue

Hyatt Regency Lake Washington at Seattle’s Southport 1053 Lake Washington Blvd. North
Renton, Washington 98056

Date/Time:

May 3, 2018 08:30 a.m. Pacific Time

Meeting begins in:

00 Days
00 Hours
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Items of Business:

Item Board Rec.
Elect the 11 Directors identified in the accompanying proxy statement check-box
Ratify the appointment of the independent registered public accounting firm check-box
Approve, on an advisory basis, Verizon’s executive compensation check-box
Act on the shareholder proposals described in the proxy statement that are properly presented at the meeting x

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