Whereas: Executive compensation should be directly tied to measurable outcomes that reflect the company’s financial performance. For a company like Verizon whose financial performance is the key driver of its position as a competitive telecommunications company, compensation structures must prioritize metrics that reinforce profitability, customer trust, and operational excellence. The particular use of ESG and DEI metrics in executive compensation, often based on subjective or activist criteria, diverts focus from these core business imperatives and dilutes executive responsibility. Unfortunately, as per Bowyer Research analysis, Verizon incorporates such metrics, including tying executive compensation (specifically cash incentives) to diversity metrics and emission reduction goals. In its 2025 proxy1 statement, Verizon asserts that “our operations are strengthened when we have diverse… experiences reflected in our workforce and business partners,” linking executive compensation to specific targets: “workforce diversity of 59.2%, [and] diverse supplier spend of $5.0 billion.” Further, the company partially ties executive compensation to 16% reduction in carbon intensity, stating its “commit[ment] to reducing the environmental impact of our operations…emissions and energy management… is necessary for the transition to a low-carbon economy,” without adequately explaining how such targets or reductions increase shareholder value. While proponents of ESG and DEI argue for these metrics, Verizon’s fiduciary duty demands that executive compensation should be tied to value creation, not to metrics that are legally risky, ideologically divisive, or ambiguous regarding core business. Studies indicate that ESG-linked executive compensation introduces a ‘dual mandate’ that confuses strategic priorities. One study in particular2 notes that “the demand for ESG-based compensation is, explicitly or implicitly, based on the recognition that corporate executives do not have, on their own, sufficiently strong incentives to give weight to the welfare of stakeholders.” Further, ISS analysis3 indicates that “DEI targets are more consistently achieved than financial goals,” raising questions of whether compensation elements like Verizon’s, which tie compensation to emissions strategies and workforce diversity targets, positively impact business performance at all. While the company reportedly4 rolled back some of its nonfiduciary compensation elements, shareholders deserve transparency regarding whether any such metrics remain in place. As a company with obligations to both fiduciary responsibility and nondiscrimination, integration of ESG and DEI metrics into executive compensation exposes Verizon to insufficiently disclosed material risks. These risks include litigatory exposure stemming from subjective/activist criteria that may be difficult to quantify under scrutiny, regulatory uncertainty, and reputational harm, especially if compensation metrics are perceived as prioritizing ideological goals over fiduciary duty. Shareholders are right to ask Verizon to address the obvious business liability/ high risk caused by diluting executive compensation with goals separate from business performance and shareholder return.