National Legal and Policy Center, in a detailed exempt solicitation report, urges Verizon Communications Inc. shareholders to vote FOR Item 6 on the 2026 proxy ballot, which would establish an enduring policy requiring separate Chair and CEO positions.
Download the Full ReportThis structural safeguard is essential given Verizon’s poor stock performance under the previous combined Chair/CEO leadership of Hans Vestberg, who held both titles throughout his tenure while the company substantially lagged the broader market.¹ Verizon’s stock last outperformed the S&P 500 on a calendar-year basis in 2018,² demonstrating the failure of concentrated executive authority at this company.
While Verizon currently has an independent Chair, the Board retains discretion to recombine these roles at any time and hand the Chairman position to current CEO Dan Schulman (pictured above)—an executive whose track record makes him uniquely unsuited for expanded authority.
A CEO with a Record of Destroying Shareholder Value
Before becoming Verizon’s CEO in October 2025, Mr. Schulman spent nearly a decade leading PayPal Holdings. His tenure was marked by catastrophic value destruction: PayPal’s stock peaked at $308.53 per share in July 2021 but lost approximately three-quarters of its peak value by the time Mr. Schulman announced his departure in February 2023.³ That collapse was driven by strategic misjudgments Mr. Schulman orchestrated, including aggressive growth targets he was forced to abandon in 2022, destroying investor confidence.⁴ Reuters characterized his departure as ending a “prolonged CEO hunt” complicated by damage the company sustained under his leadership.⁵
Politicized Leadership and “De-Servicing” at PayPal
Mr. Schulman’s PayPal record extends beyond financial underperformance to the problematic politicization of corporate operations. In 2016, he cancelled PayPal’s Charlotte expansion—eliminating 400 jobs—as political protest against state legislation.⁶
More concerning was PayPal’s “de-servicing” pattern under Schulman: shutting down accounts of customers and organizations for expressing disagreeable political views, including COVID-policy critics⁷ and a Hong Kong pro-democracy group.⁸ PayPal even briefly rolled out—then retracted after customer revolt—a policy empowering the company to fine users $2,500 for “misinformation.”⁹
Failed Board Oversight During Critical Governance Failures
Schulman has served as a Verizon Director since 2018 and Lead Director through October 2025.¹⁰ During this period, Verizon complied with Special Counsel Jack Smith subpoenas for Republican Members of Congress’ phone records while peer AT&T successfully resisted such demands.¹¹ When summoned to testify about this episode, CEO Schulman failed to appear before the Senate Judiciary Committee.¹² These governance failures occurred under a Board where Schulman served as Lead Director, raising serious questions about his oversight capabilities.
Verizon’s Challenging Financial Position
Verizon reported 2025 revenue of $138.2 billion with modest 2.5% growth—the performance of a mature franchise carrying $131.1 billion in unsecured debt.¹³ Schulman received $34.3 million in total compensation for just 88 days as CEO in 2025¹⁴—substantial compensation for an executive whose previous company lost three-quarters of its market value. The company’s stock has substantially underperformed the broader market over five years, reflecting the need for stronger governance oversight.
The Governance Solution
An independent chair policy would prevent any future Board from concentrating additional authority in Schulman’s hands or those of similar executives. With 60% of S&P 500 companies now separating Chair and CEO roles,¹⁵ and Verizon facing significant debt levels while integrating a major acquisition, structural oversight safeguards are more critical than ever.
Vote FOR Item 6. Vote now at www.proxyvote.com before Verizon’s May 21 annual meeting (you will need a control number or your account number).
Download the Full ReportENDNOTES
1 David Jagielski. “Verizon Communications Stock Had Another Underwhelming Performance in 2024. Is This Trend Likely to Continue?” The Motley Fool, January 16, 2025. See https://nasdaq.com/articles/verizon-communications-stock-had-another-underwhelming-performance-2024-trend-likely
2 Ibid.
3 “PayPal Holdings, Inc. (PYPL),” TradingView historical data, accessed April 2026. See https://www.tradingview.com/symbols/NASDAQ-PYPL/
4 Leo Sun. “Is a PayPal Turnaround on the Horizon?” Nasdaq.com (via The Motley Fool), November 1, 2025. See https://www.nasdaq.com/articles/paypal-turnaround-horizon
5 Anita Ramaswamy. “PayPal pays the price for prolonged CEO hunt,” Reuters, August 3, 2023. See https://www.reuters.com/breakingviews/paypal-pays-price-prolonged-ceo-hunt-2023-08-03/
6 David Kravets. “PayPal withdraws from North Carolina because of new LGBT discrimination law,” Ars Technica, April 5, 2016. See https://arstechnica.com/tech-policy/2016/04/paypal-withdraws-from-north-carolina-because-of-new-lgbt-discrimination-law/
7 Didi Rankovic. ” PayPal Admits Freezing Account Over Covid Mandate Criticism,” Reclaim The Net, January 24, 2025. See https://reclaimthenet.org/paypal-debanking-covid-critics-usforthem-molly-kingsley
8 Tommy Walker. “PayPal Terminates Hong Kong Account of Pro-Democracy Group,” Voice of America News, Oct. 14, 2022. See https://www.voanews.com/a/paypal-terminates-hong-kong-account-of-pro-democracy-group/6789564.html
9 Aaron Terr. “PayPal is No Pal to Free Expression,” FIRE.org, Sept. 30, 2022. See https://www.thefire.org/news/paypal-no-pal-free-expression
10 “2026 Proxy Statement,” Verizon Communications Inc., April 6, 2026, p. 21. See https://www.verizon.com/about/sites/default/files/2026-Proxy-Statement.pdf
11 Ashley Oliver. “Major phone carriers reveal Jack Smith’s subpoenas for Republican senators’ records,” FoxNews.com, October 30, 2025. See https://www.foxnews.com/politics/major-phone-carriers-reveal-jack-smiths-subpoenas-republican-senators-records
12 “Verizon Mindlessly Handed Senators’ Phone Records Over to Jack Smith,” National Legal and Policy Center, February 23, 2026. See https://nlpc.org/corporate-integrity-project/verizon-mindlessly-handed-senators-phone-records-over-to-jack-smith/
13 “Verizon Delivers on 2025 Financial Guidance with Highest Quarterly Net Adds Since 2019,” Verizon Communications Inc., January 30, 2026. See https://www.sec.gov/Archives/edgar/data/732712/000073271226000003/a2025q4exhibit99.htm
14 “2026 Proxy Statement,” Verizon Communications Inc., April 6, 2026, Summary Compensation Table. See https://www.verizon.com/about/sites/default/files/2026-Proxy-Statement.pdf
15 Julie Daum and Laurel McCarthy, “2024 U.S. Board Index,” Harvard Law School Forum on Corporate Governance, October 26, 2024. See https://corpgov.law.harvard.edu/2024/10/26/2024-u-s-board-index/
(Post references PX14A6G Notice of exempt solicitation)
