Verizon Communications : Proxy Statement (definitive)

Compensation Tables

Value realized from stock options and certain stock-based awards

(4) for Mr. Vestberg, the special RSU award granted to him on May 4, 2017, that is scheduled to vest on May 4, 2020, subject to continued employment, and will be settled in shares of Verizon common stock which Mr. Vestberg must hold for at least two years following the vesting date;

(5) for Mr. Gowrappan, all three tranches of his 2018 annual RSU award (which comprised his entire 2018 Long-Term Plan award) that are scheduled to vest, subject to continued employment, on April 9, 2019, April 9, 2020 and April 9, 2021, respectively, and will be settled in cash;

(6) for Mr. Dunne, the third tranche of his 2016 annual RSU award (which comprised his entire 2016 Long-Term Plan award) that is scheduled to vest, subject to continued employment, on September 19, 2019 and will be settled in cash; and

(7) for Mr. Armstrong, the second tranche of the special founders award of units (ASUs) under the AOL Long-Term Incentive Plan (which was established by Verizon effective as of the closing date of Verizon's acquisition of AOL Inc. on June 23, 2015) that is scheduled to vest on June 22, 2019. Each unit represents the right to receive a cash amount equal to the value of an ASU on the date the unit vests.

2	The RSUs accrue quarterly dividends that are reinvested into the participants' accounts as additional RSUs and will be included in the final RSU payment if the awards vest. This column includes dividend equivalent units that have accrued through December 31, 2018.

3

The amounts in this column represent the value of the RSUs listed in column (g) based on a share price of $56.22, the closing price of Verizon's common stock on December 31, 2018, and the value of the ASUs listed in column (g) based on a share price of $10.09, which was the value of an ASU on December 31, 2018 as determined in accordance with the terms of the AOL Long-Term Incentive Plan.

4	The amounts listed in this column represent the number of PSUs or PRSUs outstanding on December 31, 2018 with respect to the following awards:

(1) for all of the named executive officers other than Mr. Gowrappan, their 2017 and 2018 annual PSU awards granted on March 3, 2017 (April 3, 2017 for Mr. Vestberg) and March 6, 2018, that are scheduled to vest on December 31, 2019 and December 31, 2020, respectively;

(2) for Mr. Vestberg, the special PSU award granted to him on August 1, 2018 that is described in footnote 3 to the Grants of Plan-based Awards table;

(3) for Mr. Gowrappan, the special PRSU granted to him on April 9, 2018 and modified on October 5, 2018 that is described in footnote 3 to the Grants of Plan-based Awards table;

(4) for Mr. Dunne, the special PRSU award granted to him on December 7, 2017, which will vest at 100% of the PRSUs granted at the end of the three-year period ending on December 31, 2020, assuming continued employment through that date, and which may vest at 150% of the PRSUs granted if Verizon's Wireless Service Revenue over the three-year performance period meets or exceeds the Wireless Service Revenue level set by the Committee and, to the extent vested, will be settled in shares of Verizon common stock; and

(5) for Mr. Stratton, the special PSU award granted to him on March 14, 2017, which may vest on March 13, 2020 at a percentage that will be based on Verizon's average annual ROE during the three-year period beginning on January 1, 2017 and ending on December 31, 2019, and will settle in shares of Verizon common stock which Mr. Stratton must hold for at least one year following the vesting date.

5

The PSUs and PRSUs accrue quarterly dividends that are reinvested into the participants' accounts as additional units. The PSUs and PRSUs, and the applicable dividend equivalents, are paid if and to the extent that the applicable award vests. As required by SEC rules, the number of units in this column represent the 2017 annual PSU awards at a 113% vesting percentage, the 2018 annual PSU awards at a 183% vesting percentage, Mr. Vestberg's special PSU award at a 100% vesting percentage, Mr. Gowrappan's special PRSU award at a 300% vesting percentage, Mr. Dunne's special PRSU award at a 150% vesting percentage and Mr. Stratton's special PSU award at a 150% vesting percentage, in each case including accrued dividend equivalents through December 31, 2018 that will be paid if the awards vest at the indicated levels.

6	The amounts in this column represent the value of the PSUs or PRSUs listed in column (i) based on a share price of $56.22, the closing price of Verizon's common stock on December 31, 2018.

Value realized from stock options and certain stock-based awards

The following table reports the value realized from the vesting of the following stock-based awards:

•

the annual 2016 PSUs and 2016 RSUs that vested on December 31, 2018 for Messrs. Ellis, Reed, McAdam, Stratton and Armstrong;

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the first tranche of annual 2017 RSUs that vested on March 3, 2018 for Messrs. Ellis, Reed, Dunne, McAdam, Stratton and Armstrong;

•

the first tranche of Mr. Vestberg's 2017 RSUs that vested on April 3, 2018;

•

the first tranche of Mr. Armstrong's special founders award of ASUs under the AOL Long-Term Incentive Plan that vested on June 22, 2018 and payment of the value of a performance stock unit award granted by AOL to Mr. Armstrong and assumed by Verizon in connection with its acquisition of AOL Inc. in 2015 that vested on March 15, 2018; and

•

the second tranche of Mr. Dunne's 2016 RSUs that vested on September 19, 2018.

Based on the Company's relative TSR as compared with the Related Dow Peers and its cumulative free cash flow over the performance period, the Committee approved a vesting percentage of 56% of the target number of PSUs granted for the 2016-2018 performance cycle for all participants. The values of the 2016 PSU awards upon vesting for Messrs. Ellis, Reed, McAdam, Stratton, and Armstrong were $722,462, $1,673,434, $5,020,231, $1,976,736 and $1,255,076 respectively, and the values of the 2016 RSU awards upon vesting for Messrs. Ellis, Reed, McAdam, Stratton, and Armstrong were $860,052, $1,992,205, $5,976,487, $2,353,258 and $1,494,138, respectively. The values of the first tranche of 2017 RSUs upon vesting

56Verizon 2019 Proxy Statement