Proxy Statement
Executive Compensation

Introduction

The Human Resources Committee oversees the development and implementation of the total compensation program for Verizon’s named executive officers. Throughout the discussion and analysis of compensation, we refer to the Board of Directors as the Board and the Human Resources Committee as the Committee.

For 2011, Verizon’s named executive officers were:

Lowell C. McAdam*

Chairman and Chief Executive Officer

Daniel S. Mead

Executive Vice President and President and Chief Executive Officer–
Verizon Wireless Joint Venture

Virginia P. Ruesterholz

Executive Vice President

Francis J. Shammo

Executive Vice President and Chief Financial Officer

Randal S. Milch

Executive Vice President and General Counsel

Ivan G. Seidenberg*

Former Chairman and Chief Executive Officer

* Mr. McAdam became Chief Executive Officer on August 1, 2011, when Mr. Seidenberg stepped down from that position. Mr. Seidenberg
resigned from his position as Chairman effective at the close of business on December 31, 2011, and Mr. McAdam assumed
that position effective at that time. Mr. Seidenberg retired from the Company on December 31, 2011.

Strategic Overview

Verizon provides telecommunications services and solutions to individual, business and government customers in the United States and around the world. These services and solutions are enabled by the most extensive 4G long term evolution (LTE) wireless network in the United States, the most reliable 3G wireless network, the country’s only large-scale fiber to the home broadband network and the world’s largest private internet protocol (IP) network.

In recent years Verizon has embarked upon a strategic transformation as advances in technology have changed the ways that our customers interact in their personal and professional lives and businesses operate. To meet the

changing needs of our customers and the changing technological landscape, we are focusing our efforts around higher margin and growing areas of our business: wireless data, wireline data and strategic business services, including cloud computing services.

Our strategy requires significant capital investments to acquire wireless spectrum, put the spectrum into service, expand the fiber optic network that supports our wireless and wireline businesses, maintain our wireless and wireline networks and develop and maintain significant advanced database capacity.

By focusing on high growth and higher margin businesses and efficiently allocating capital among our strategic initiatives, management believes that Verizon will be able to increase shareholder value by both growing the business and increasing the Company’s profitability for the benefit of shareholders.

2011 Company Operations and Key Management Changes

During 2011, Verizon continued to take significant steps in its strategic transformation to deliver the best wireless and broadband experience, further focusing Verizon’s asset base around its fastest growing businesses. These include the following strategic successes:

  • Exceeding management’s already aggressive roll-out schedule for the 4G LTE wireless network by covering 190 markets and over 200 million people by the end of the year, taking a significant lead over our competitors in network availability;
  • Working with original equipment manufacturers and developers to rapidly expand the 4G LTE ecosystem by developing and introducing new devices and solutions that take advantage of the speed of the 4G LTE network;
  • Expanding our enterprise strategic services business so that strategic services represented a majority of all global enterprise revenues in the fourth quarter of 2011;
  • Expanding FiOS penetration to 31.5% for the video service and 35.5% for the Internet service, while taking over the position of 7th largest video provider by subscribers in the country; and
  • Achieving 1.5 million net retail customer additions in the fourth quarter of 2011, Verizon Wireless’ highest level of net adds in a single quarter in the past three years.

In addition, under the leadership of its management team, Verizon delivered strong financial and operating results in 2011 despite a challenging economic environment. Highlights of Verizon’s 2011 performance and notable achievements include the following:

  • Delivered an 18.2% total return to shareholders in 2011, ranking 9th among the Related Dow Peers (described on pages 32-33 and listed in Appendix B);
  • Increased the quarterly dividend by 2.6%, the 5th consecutive year with a dividend increase;
  • $2.15 in adjusted earnings per share (EPS)1;
  • $110.9 billion in consolidated total revenue;
  • $13.5 billion of free cash flow1;
  • A capital expenditure to revenue ratio of 14.7%, representing improved capital efficiency over the ratio of 15.4% for 2010;
  • 4.6 million wireless net retail customer additions (non-acquisition related); and
  • 4.8 million in FiOS Internet customers and 4.2 million in FiOS video customers as of December 31, 2011.

CEO Transition. During 2011, the Board oversaw the transition of our Chief Executive Officer, reflecting the success of our long-term talent development and CEO succession planning process. Mr. McAdam became our Chief Executive Officer in August 2011, replacing Mr. Seidenberg in that position. Mr. Seidenberg retired on December 31, 2011, after a long and distinguished career with Verizon.

1

A reconciliation of non-GAAP measures to the most directly comparable GAAP measures can be found in Appendix C to this proxy statement.