Dear CII Members,

We urge you to Vote No on the advisory vote to Approve Executive Compensation (“Say-on-Pay”) at Verizon’s annual shareholder meeting on May 2, 2019, due to a series of profoundly troubling pay decisions over the past year that collectively undermine executive accountability. Specifically:

· A CEO Mega-grant that discounts Verizon’s growth opportunities, risking huge payout.  The promotional grant of Performance Share Units (PSUs) to newly appointed CEO Hans Vestberg in August 2018 – with a grant date target value of $10 million and a payout potential of up to 200% above target – carries Return on Equity (ROE) targets significantly below trend levels as well as those used in a similar grant awarded to a senior executive just a year earlier.  The inherent risk is that the award could provide generous payouts for the CEO despite middling returns to shareholders.

· Exorbitant departure payouts for CEO and EVP.  In addition to the continued vesting of older awards, as part of his retirement package, former CEO Lowell McAdam will retain a $12 million equity award granted just three months before it was announced he would be stepping down in August at CEO. The board also, inexplicably, elected to classify EVP John Stratton’s voluntary retirement a “qualifying separation” under the company’s severance plan, triggering a $5.5 million cash severance payout.  Stratton will also continue to vest in a lucrative special three-year retention award granted just over a year earlier that, among other things, was contingent upon continued service.  Offering no benefit to shareholders, these payouts are little more than an executive windfall for two retiring executives.

· The full vesting of sustainability-related pay incentives despite mounting controversy over supply chain practices.  In a year in which Verizon’s domestic warehousing operations were the subject of a front-page New York Times investigation into the role harsh working conditions played in a spate of miscarriages among workers at a third-party operated Verizon distribution facility, and subsequent Congressional inquiries, the decision to reward executives for the company’s sustainability performance sends the wrong message about the Company’s values and risks undermining corporate culture.

The letter can be viewed in its entirety at https://www.sec.gov/Archives/edgar/data/732712/000091978819000002/vz19shareholderletter.htm

Regards,

Michael

Michael Pryce-Jones

International Brotherhood of Teamsters

Office: 202-624-8990

Mobile: 202 769-8842