Verizon Extends CEO Daniel Schulman's Contract Through 2028 With Enhanced Long-Term Incentive Package

Details of the Employment Agreement Amendment

On July 23, 2026, Verizon and Mr. Schulman formally amended his employment letter agreement, which had been originally dated October 13, 2025 and previously amended on January 9, 2026. The amendment represents a significant restructuring of the CEO's contract terms, extending the runway for Schulman's leadership at the company and establishing a framework for potential continuity beyond the initially agreed period. The disclosure, filed as a current report on July 24, 2026, provides investors with transparency regarding the company's senior executive compensation structure and succession planning approach.

The amendment modifies several key provisions of the original employment agreement. Rather than a fixed term ending in 2027, Schulman's initial employment period now extends through December 31, 2028. This extension represents an additional year of certainty regarding the CEO's tenure, providing stakeholders with a defined window for strategic planning and operational oversight. The extension also signals that Verizon's Board considers Schulman's continued leadership important during this period, absent unforeseen circumstances or a decision by either party to terminate the relationship.

Automatic Renewal Framework for Years Beyond 2028

A notable feature of the amended agreement is the introduction of an automatic renewal mechanism for periods following the initial term. Under the new structure, the employment agreement will be subject to annual one-year extensions unless either Verizon or Mr. Schulman provides the other party with at least 90 days' notice of non-extension. This provision shifts the default condition from expiration to continuation, meaning that absent explicit notice, the relationship will automatically renew on an annual basis.

The 90-day notice requirement provides both the company and the CEO with adequate advance warning should either party wish to pursue a different direction. This framework is commonly used in executive employment arrangements as it balances the employer's need for leadership stability with the executive's need for reasonable advance notice of potential termination or transition. The automatic renewal approach reduces uncertainty for both parties and enables more orderly succession planning if circumstances warrant a change in leadership.

Compensation Terms for Calendar Year 2028

The filing discloses specific compensation arrangements applicable to calendar year 2028. During that year, Mr. Schulman will receive an annual base salary and a target annual incentive opportunity that will be no less favorable than the compensation provided during the portion of the initial term ending December 31, 2027. This provision ensures that Schulman's base and short-term incentive compensation remains at least at the level established during the prior years of his tenure, providing continuity in his core annual compensation package.

In addition to base salary and annual incentive opportunity, the amendment addresses long-term incentive compensation for 2028. The disclosure states that Mr. Schulman will receive a long-term incentive award with a target value of at least $25 million specifically for calendar year 2028. This award will be granted during the first three months of 2027, meaning that the award will be determined and allocated in early 2027 for service rendered in 2028. The 2028 long-term incentive award is expressly identified as Mr. Schulman's sole long-term incentive opportunity for his service in that calendar year, distinguishing it from any other equity or long-term compensation arrangements.

Long-Term Incentive Award Terms and Conditions

The long-term incentive award designated for 2028 will be granted at the same time and subject to the same terms and conditions as the 2027 annual long-term incentive awards provided to Verizon's band 1 executives. This provision ties Schulman's award structure to the company's established executive compensation framework, ensuring consistency with how other senior leaders are compensated. Band 1 executives typically represent the highest tier of executive management within Verizon's organizational structure, reflecting Schulman's status as Chief Executive Officer.

A distinctive feature of this award is the accelerated vesting provision related to succession events. The amendment specifies that the time-based vesting conditions for Mr. Schulman's 2028 long-term incentive award will be deemed satisfied in full upon his termination of employment due to a succession event, as defined in the Employment Agreement, on or after the date the award is granted. A succession event typically encompasses scenarios in which the CEO departs due to a change in control, merger, or other defined corporate transition. This provision may be designed to retain Schulman during periods of potential strategic transformation or to ensure continuity of leadership compensation in scenarios where external factors necessitate a change in the CEO position.

Post-2028 Compensation Determination Process

The amendment does not specify compensation levels for years following 2028. Instead, the filing indicates that compensation for Mr. Schulman with respect to any year after 2028 will be determined by the Board of Directors at the time that annual compensation decisions are made with respect to other band 1 executives. This approach grants the Board flexibility to assess Schulman's continued performance, the company's financial condition, competitive compensation levels for similarly situated executives, and other relevant factors when determining future compensation packages.

By leaving post-2028 compensation to Board discretion rather than locking in predetermined amounts, Verizon maintains the ability to adjust executive pay in response to changing business conditions, shareholder feedback, or regulatory developments. This flexibility is common in CEO employment agreements and reflects the Board's fiduciary responsibility to make compensation decisions in the best interests of shareholders. The structure also creates natural decision points for the Board to reassess the CEO relationship annually, given the automatic renewal provisions outlined in the amendment.

Significance of the Contract Extension for Verizon Stakeholders

The extension of Schulman's contract through 2028 represents a statement of confidence from Verizon's Board in the CEO's leadership during a period of ongoing transformation within the telecommunications industry. Leadership continuity can provide benefits to operational execution, strategic planning, and investor confidence, particularly when a company is navigating significant market changes or multi-year strategic initiatives. The Board's decision to extend and restructure Schulman's agreement suggests that the company values stable leadership over the near to medium term.

For employees, customers, and business partners, an extended CEO contract can signal organizational stability and provide assurance that the current strategic direction will continue with consistent oversight. The automatic renewal framework also demonstrates that the Board is confident enough in Schulman's performance to create default continuation, rather than requiring affirmative renegotiation at fixed intervals. This approach may be interpreted as a positive signal regarding management confidence in the company's trajectory and competitive positioning.

Filing Details and Regulatory Framework

The disclosure was filed on Form 8-K, the standard SEC form used to announce material current events or changes in the operations or financial condition of a registrant. The filing was signed on July 24, 2026, by William L. Horton, Jr., Senior Vice President, Deputy General Counsel and Corporate Secretary, on behalf of Verizon Communications Inc. The form was filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, making the information publicly available to investors and other market participants.

Verizon's common stock trades on both the New York Stock Exchange and The Nasdaq Global Select Market under the ticker symbol VZ. In addition, Verizon maintains an extensive array of registered debt securities, as reflected in the securities registration table included in the filing. The company's principal executive offices are located at 1095 Avenue of the Americas in New York, New York. The disclosure of executive employment agreements through regulatory filings is required to ensure that investors have access to material information regarding senior management compensation and employment terms that may affect the company's financial condition or strategic direction.

Market Context for the Amendment

Executive employment contract extensions and amendments are routine matters in the governance of large public companies, yet they can provide meaningful insights into Board expectations and strategic planning horizons. By extending Schulman's initial term and establishing an annual renewal framework, Verizon's Board has signaled its intention to maintain continuity in the CEO position while preserving flexibility for future adjustments. The timing of the amendment, during the summer of 2026, suggests that the Board was addressing succession planning and retention matters as part of its regular governance activities.

The emphasis on the 2028 long-term incentive award, with a target value of at least $25 million and the accelerated vesting provision related to succession events, may also reflect Board awareness of competitive pressures in the executive labor market and potential M&A activity that could affect the company's leadership structure. By providing clear, generous incentive terms for Schulman through 2028, the Board ensures that the CEO has meaningful financial reasons to remain with the company and execute its strategic plan during that period, regardless of external market developments or competitive overtures from other organizations.

Implications for Investor Monitoring and Governance

Investors and analysts following Verizon should note that the Company's Board has committed to a defined leadership structure through at least the end of 2028, with potential for continued tenure thereafter on an annual renewal basis. This visibility into executive stability may be relevant to investors' assessments of execution risk, strategic continuity, and management quality at the company. The specification of compensation terms through 2028 also provides transparency regarding a significant component of the company's executive expense base, enabling investors to model future cost structures with greater precision.

The automatic renewal mechanism established for post-2028 periods introduces a more dynamic governance approach, as it requires affirmative Board action (or Board approval of a negotiated new agreement) to change the CEO or materially alter compensation arrangements. Shareholders and governance-focused investors may view this structure as either providing appropriate flexibility or potentially entrenching the current leadership, depending on their perspective on the CEO's performance and the competitive dynamics facing the company. The Board's discretion regarding post-2028 compensation also creates decision points at which the Board can reassess alignment between CEO pay and company performance, supporting executive accountability.