Verizon Communications shareholders face a critical governance decision at their May 21 annual meeting: whether to lock in an independent Board Chair policy that would prevent CEO Dan Schulman from accumulating additional authority. National Legal and Policy Center is circulating a comprehensive analysis to Verizon investors urging a FOR vote on Item 6, backed by our detailed exempt solicitation report documenting why this CEO should never hold both titles.
The case is straightforward: Schulman’s last company lost three-quarters of its peak value under his leadership, and he has already admitted Verizon’s competitive failures under his oversight and guidance.
PayPal’s Catastrophic Value Destruction
Before joining Verizon, Schulman spent nearly a decade running PayPal Holdings, where he presided over one of the most spectacular value collapses in recent corporate history. PayPal peaked at $308.53 per share in July 2021 but lost approximately 75% of its value by the time Schulman announced his departure in February 2023. Reuters characterized his exit as ending a “prolonged CEO hunt” complicated by the damage sustained under his leadership.
This wasn’t market turbulence—it was strategic incompetence. Schulman committed PayPal to aggressive growth targets of $10 billion in annual free cash flow and $50 billion in revenue by 2025, then was forced to abandon those targets in 2022, destroying investor confidence.
Political Weaponization and Customer “De-Servicing”
Schulman didn’t just destroy shareholder value—he weaponized PayPal against customers expressing disagreeable political views. He cancelled PayPal’s Charlotte expansion in 2016, eliminating 400 jobs as political protest. Worse, PayPal systematically “de-serviced” customers, shutting down accounts of COVID-policy critics and a Hong Kong pro-democracy group.
The company even briefly rolled out—then retracted after customer revolt—a policy to fine users $2,500 for “misinformation.” Former PayPal co-founder David Marcus called it “insanity” that “a private company now gets to decide to take your money if you say something they disagree with.”
Schulman Admits Verizon’s Competitive Failures
Now Schulman is admitting Verizon’s strategic decline on his watch. Speaking at the Semafor World Economy Summit in April, Bloomberg reported Schulman’s stunning confession: Verizon can no longer “coast on claims that it has the best wireless network anymore.” He acknowledged the company “had been ceding market share to competitors” and that while Verizon “probably” has “the best network,” the competitive “differential on that is less than it used to be.”
This is remarkable: a CEO admitting his company’s core value proposition has eroded under his leadership and oversight while serving as Lead Director since 2024.
Failed Board Oversight During Constitutional Crisis
As a Board member then Lead Director, Schulman was presumably holding executive leadership accountable when Verizon capitulated to Special Counsel Jack Smith‘s subpoenas demanding Republican Members of Congress’ phone records—while AT&T successfully resisted similar demands. When the Senate Judiciary Committee summoned Schulman to explain this constitutional overreach, he simply didn’t show up.
Senator Bill Hagerty, whose records were compromised, has filed formal complaints demanding accountability that Schulman has refused to provide.
The Financial Reality
Verizon now carries $131.1 billion in unsecured debt while generating modest 2.5% revenue growth—the performance of a mature, uninspiring franchise. The company’s stock hasn’t outperformed the S&P 500 on a calendar-year basis since 2018, spanning both Vestberg’s combined Chair-CEO leadership and Schulman’s tenure as Director and Lead Director.
For just 88 days as CEO in 2025, Schulman received $34.3 million in total compensation—remarkable pay for someone whose previous company lost three-quarters of its value.
The Governance Solution
With 60% of S&P 500 companies now separating Chair and CEO roles, an independent chair policy at Verizon would prevent future Boards from concentrating additional authority in Schulman’s hands. While Verizon currently has an independent Chair, the Board retains discretion to reverse course and hand Schulman both titles—the same arrangement that enabled Hans Vestberg’s failed combined leadership.
Verizon shareholders should vote FOR Item 6 now at www.proxyvote.com (you will need a control number or your account number). Don’t wait until the May 21 annual meeting.
(Post references PX14A6G Notice of exempt solicitation)
