LUMEN TECHNOLOGIES, INC., DEF 14A filed on 3/31/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Lumen Technologies, Inc.
Entity Central Index Key 0000018926
v3.25.1
Pay vs Performance Disclosure - USD ($)
 2 Months Ended 10 Months Ended 12 Months Ended
Dec. 31, 2022
Nov. 07, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Year
Summary
Compensation
Table Total for
PEO 1(1)
($)
Summary
Compensation
Table Total for
PEO 2(1)
($)
Compensation
Actually Paid to
PEO 1(1),(2),(3)
($)
Compensation
Actually Paid to
PEO 2(1),(2),(3)
($)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(1)
($)
Average
Compensation
Actually Paid
to Non-PEO
NEOs(1),(2),(3)
($)
Value of
Initial Fixed
$100
Investment
based on:(4)
Net
Income
($ Millions)
Adjusted
EBITDA(5)
($ Millions)
TSR
($)
Peer
Group
TSR
($)
2024$— $10,499,991 $— $32,495,808 $3,707,845 $7,297,378 $50.82 $197.38 $(55)$3,445 
2023— 9,592,963 — 7,258,427 3,396,054 1,846,687 17.52 140.75 (10,298)4,146 
202219,816,806 4,778,130 (5,200,491)4,368,986 5,145,256 511,978 49.96 90.34 (1,548)6,703 
202122,654,781 — 32,390,881 — 4,057,947 5,127,580 112.34 150.28 2,033 8,424 
202016,959,233 — 10,189,461 — 3,162,186 2,308,534 80.91 123.61 (1,232)8,489 
        
Company Selected Measure Name     Adjusted EBITDA        
Named Executive Officers, Footnote     Jeffery K. Storey was our PEO from May 24, 2018 to November 7, 2022 (“PEO 1”). Kate Johnson has been our PEO since November 7, 2022 (“PEO 2”). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
20202021202220232024
Indraneel DevIndraneel DevStacey W. GoffStacey W. GoffChris D. Stansbury
Stacey W. GoffStacey W. GoffChris D. StansburyChris D. StansburyAshley Haynes-Gaspar
Shaun C. AndrewsShaun C. AndrewsShaun C. AndrewsAshley Haynes-GasparDavid Ward
Scott A. TreziseScott A. TreziseScott A. TreziseScott A. Trezise
Chadwick Ho
Indraneel DevSatish Lakshmanan
Stacey. W. Goff
        
Peer Group Issuers, Footnote     The Peer Group TSR set forth in this table utilizes the S&P 500 Communication Services Sector Index, which we also utilize in the stock performance graph appearing herein under the heading “Other Matters—Lumen Performance History.” The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Communication Services Sector Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.        
Adjustment To PEO Compensation, Footnote     For 2024, compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the "Summary Compensation Table." Amounts in the Exclusion of Change in Pension Value column reflect the amounts, if any, attributable to the Change in Pension Value reported in the "Summary Compensation Table." There are no amounts reported in the Inclusion of Pension Service Cost because with limited exceptions specified in the Pension Plans, we “froze” our defined benefit pension plans as of December 31, 2010, as described under the heading “—Pension Benefits.”
Year
Summary
Compensation
Table Total for
PEO 2
($)
Exclusion of
Change in
Pension Value for
PEO 2
($)
Exclusion of
Stock Awards for
PEO 2
($)
Inclusion of
Pension Service
Cost for
PEO 2
($)
Inclusion of
Equity Values for
PEO 2
($)
Compensation
Actually Paid to
PEO 2
($)
2024$10,499,991 $— $(6,135,630)$— $28,131,447 $32,495,808 
Year
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for PEO 2
($)
Change in Fair
Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards for
PEO 2
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for PEO 2
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date
of Unvested
Equity Awards
that Vested
During Year for
PEO 2
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for PEO 2
($)
Total—Inclusion
of Equity Values
for PEO 2
($)
2024$19,164,820 $8,207,410 $— $759,217 $— $28,131,447 
        
Non-PEO NEO Average Total Compensation Amount     $ 3,707,845 $ 3,396,054 $ 5,145,256 $ 4,057,947 $ 3,162,186
Non-PEO NEO Average Compensation Actually Paid Amount     $ 7,297,378 1,846,687 511,978 5,127,580 2,308,534
Adjustment to Non-PEO NEO Compensation Footnote    
YearAverage
Summary
Compensation
Table Total for
Non-PEO NEOs
($)		Average
Exclusion of
Change in
Pension Value for
Non-PEO NEOs
($)		Average
Exclusion of
Stock Awards for
Non-PEO NEOs
($)		Average Inclusion
of Pension
Service Cost for
Non-PEO NEOs
($)		Average Inclusion
of Equity Values
for Non-PEO
NEOs
($)		Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2024$3,707,845 $(24,149)$(1,370,288)$— $4,983,970 $7,297,378 
Year
Average Year-
End Fair Value of
Equity Awards
Granted During
Year That
Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)
Average Change
in Fair Value from
Last Day of Prior
Year to Last Day
of Year of
Unvested Equity
Awards for Non-
PEO NEOs
($)
Average Vesting-
Date Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Non-PEO NEOs
($)
Average Change
in Fair Value from
Last Day of Prior
Year to Vesting
Date of Unvested
Equity Awards
that Vested
During Year for
Non-PEO NEOs
($)		Average Fair
Value at Last Day
of Prior Year of
Equity Awards
Forfeited During
Year for Non-PEO
NEOs
($)
Total—Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2024$3,883,667 $1,126,566 $— $13,136 $(39,399)$4,983,970 
        
Compensation Actually Paid vs. Total Shareholder Return    
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the Company’s TSR to that of the S&P 500 Communications Services Sector Index TSR over the same period.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
03 PRO013611_combo_peo & non peo_TSR.jpg
        
Compensation Actually Paid vs. Net Income    
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income
03 PRO013611_combo_peo & non peo_net income.jpg
        
Compensation Actually Paid vs. Company Selected Measure    
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the five most recently completed fiscal years.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA
03 PRO013611_combo_peo & non peo_Adj. EBITDA.jpg
        
Total Shareholder Return Vs Peer Group    
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the Company’s TSR to that of the S&P 500 Communications Services Sector Index TSR over the same period.
PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR
03 PRO013611_combo_peo & non peo_TSR.jpg
        
Tabular List, Table    
Adjusted EBITDA
Free Cash Flow
Revenue
        
Total Shareholder Return Amount     $ 50.82 17.52 49.96 112.34 80.91
Peer Group Total Shareholder Return Amount     197.38 140.75 90.34 150.28 123.61
Net Income (Loss)     $ (55,000,000) $ (10,298,000,000) $ (1,548,000,000) $ 2,033,000,000 $ (1,232,000,000)
Company Selected Measure Amount     3,445,000,000 4,146,000,000 6,703,000,000 8,424,000,000 8,489,000,000
PEO Name Kate Johnson Jeffery K. Storey Kate Johnson Kate Johnson   Jeffery K. Storey Jeffery K. Storey
Additional 402(v) Disclosure     The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the "Summary Compensation Table" Total with certain adjustments as described in footnote 3 below.        
Measure:: 1              
Pay vs Performance Disclosure              
Name     Adjusted EBITDA        
Non-GAAP Measure Description     We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO 2 and Non-PEO NEOs in 2024. Adjusted EBITDA measures the operational performance and profitability of our businesses, and we use this measure in our compensation programs to incentivize and reward our senior officers to focus on the combination of cost savings and profitable revenue growth. Adjusted EBITDA, which is described in further detail in Appendix A – Non-GAAP Reconciliations, is a non-GAAP metric. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Free Cash Flow        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Revenue        
Jeff Storey [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 0 $ 0 $ 19,816,806 $ 22,654,781 $ 16,959,233
PEO Actually Paid Compensation Amount     0 0 (5,200,491) 32,390,881 10,189,461
Kathleen Johnson [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     10,499,991 9,592,963 4,778,130 0 0
PEO Actually Paid Compensation Amount     32,495,808 $ 7,258,427 $ 4,368,986 $ 0 $ 0
PEO | Kathleen Johnson [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Kathleen Johnson [Member] | Aggregate Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Kathleen Johnson [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (6,135,630)        
PEO | Kathleen Johnson [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     28,131,447        
PEO | Kathleen Johnson [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     19,164,820        
PEO | Kathleen Johnson [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     8,207,410        
PEO | Kathleen Johnson [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Kathleen Johnson [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     759,217        
PEO | Kathleen Johnson [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (24,149)        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,370,288)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     4,983,970        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     3,883,667        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,126,566        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     13,136        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (39,399)        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure The HRCC generally approves annual equity awards under our LTI program during a meeting in the first quarter of each year. The HRCC’s first quarter meetings are scheduled approximately 15 months in advance and targeted to fall within the window period following the release of our earnings for the fourth quarter of the previous year, typically by at least a week. Consistent with recent years, in 2024 the awards were approved by the HRCC on February 21, 2024 following our release of earnings for 2023 on February 4, 2024, with the grant date for the LTI awards being March 1, 2024 and the award amounts based on the 15-day volume-weighted average closing price ending the day prior to the grant date. As described in this CD&A, the LTI program for our senior leadership team, including our NEOs, currently includes grants of time-based and performance-based restricted shares or units and, for 2024, included performance-based cash awards. We have not granted stock options in several years. The HRCC does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method The HRCC generally approves annual equity awards under our LTI program during a meeting in the first quarter of each year. The HRCC’s first quarter meetings are scheduled approximately 15 months in advance and targeted to fall within the window period following the release of our earnings for the fourth quarter of the previous year, typically by at least a week. Consistent with recent years, in 2024 the awards were approved by the HRCC on February 21, 2024 following our release of earnings for 2023 on February 4, 2024, with the grant date for the LTI awards being March 1, 2024 and the award amounts based on the 15-day volume-weighted average closing price ending the day prior to the grant date.
Award Timing Predetermined true
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true