DEF 14A of Lumen Technologies, Inc., Mar 31, 2025

DEF 14A of Lumen Technologies, Inc.

Filed Mar 31, 2025 · FY20240000018926-25-000031

Open on EDGAR

  1. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

  2. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    | | Sales & Marketing | | Global Business | | Digital Transformation | | | Technology & Innovation | | Finance | | Risk Management/Cybersecurity |

  3. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

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  4. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    | ITEM 2 Ratify KPMG as Our 2025 Independent Auditor | | • See page 46 | | KPMG is an independent firm that provides us with significant industry and financial reporting expertise at reasonable fees. The Audit Committee annually evaluates KPMG and determined that its retention continues to be in the best interests of Lumen and its shareholders. | | | | | The Board unanimously recommends a vote FOR this proposal | |

  5. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    | ITEM 3 Approval of a Reverse Stock Split and Related Reduction of Our Authorized Common Shares | | • See page 50 | | Similar to last year, the Board is once again recommending that our shareholders grant us discretionary authority to amend our Articles of Incorporation to (1) effect a reverse stock split on the terms and conditions described herein and (2) proportionately reduce our authorized Common Shares, which would be effected if and only if the reverse stock split is both approved and implemented. Specifically, we are proposing that our Chief Executive Officer and Chief Financial Officer, in consultation with the Board, have the discretion to select the reverse stock split ratio from within a range between and including one-for-two (1:2) shares and one-for-fifteen (1:15) shares, rather than proposing a specific fixed ratio at this time. | | | | | The Board unanimously recommends a vote FOR this proposal | |

  6. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    | ITEMS 4A, 4B, 4C and 4D Approval of Technical Amendments to Articles of Incorporation | | • See page 56 | | The Board is recommending that our shareholders approve technical amendments of our Articles of Incorporation to align with requirements of the current Louisiana Business Corporation Act and to make certain other updates. | | | | | The Board unanimously recommends a vote FOR these proposals | |

  7. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    | | | 13 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  8. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    | ITEM 5 Advisory Vote on Executive Compensation—“Say-On-Pay” | | | | • See page 60 | | Pay and Performance Alignment | | | | | | •Executive compensation targeted at the 50th percentile of peers and aligned with short- and long-term business goals and strategy. The chart below represents our executive officers’ average target total compensation for 2024. | | | | | | | | ■ | Base Salary As with most companies, base salary is annual fixed cash compensation that provides competitively set and stable income to our executives. | | | | | ■ | Short-Term Incentive (STI) STI bonus is annual variable cash compensation based on the achievement of annual performance measures. | | | | | ■ | Time-Based Restricted Stock (TBRS) Our grants of TBRS are 40% of the total annual LTI award that vests over three years from the date of grant. TBRS are intended to align our executives’ and shareholders’ interests by focusing on the long-term value of our Common Shares. | | | | The Board unanimously recommends a vote FOR this proposal | ■ | Performance-Based Long-Term Cash (PLTC) Our grants of PLTC are 60% of the total annual LTI award that cliff vest three years from date of grant, based on the level of achievement against pre-established performance measures for two-equally weighted metrics over a three-year performance period. | |

  9. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    | ITEM 6 Shareholder Proposal Regarding Simple Majority Vote | | • See page 135 | | We have received a shareholder proposal requesting that our Board take steps to provide for simple majority voting on all matters submitted to shareholders for a vote. The Board has determined to refrain from making a voting recommendation with respect to this shareholder proposal. | | | | | The Board makes NO RECOMMENDATION regarding this proposal | |

  10. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

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  11. Strategic skills enhanced in the past 5 years (including skills of two new director nominees)

    | ITEM 1 Election of Directors | | | Lumen’s mission is to ignite business growth by connecting people, data, and applications—quickly, securely, and effortlessly. We believe that strong corporate governance is key to achieving our mission. Following the NCG Committee’s recommendation, the Board of Directors has nominated each of the 11 nominees below for a one-year term expiring at our 2026 annual meeting of shareholders or until his or her successor is duly elected and qualified. All of the nominees were elected to the Board at the 2024 annual meeting with the exception of Christopher Capossela (who was appointed to our Board in October 2024) and each of Michelle Goldberg and Stephen McMillan (who have been nominated for election by shareholders for the first time at the 2025 annual meeting). To be elected, each of the 11 nominees must receive an affirmative vote of a majority of the votes cast in the director’s election. Any director failing to receive a majority of votes cast must promptly tender his or her resignation, which will be addressed by us in the manner described in our Bylaws. You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to each nominee. Abstentions and uninstructed shares are not counted as votes cast, and therefore will not affect the outcome of the vote with respect to any nominee. | |

  12. Director Nominees

    Director Nominees See “Board of Director and Governance—Our Director Nominees” for information about each of the 11 nominees for election to our Board.

  13. Director Nominees

    | | The Board unanimously recommends a vote FOR each of the director nominees |

  14. Director Nominees

    | | | 15 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  15. Director Nominees

    | Board of Directors and Governance |

  16. Skills and Relevance to Lumen’s Strategy

    Skills and Relevance to Lumen’s Strategy Lumen’s NCG Committee uses a skills matrix as part of the Board’s annual evaluation, succession planning and director nomination process. The goal is to ensure our director nominees collectively possess the relevant skills and backgrounds for the Board to effectively discharge its responsibilities. The skills listed in this matrix only indicate the most prominent skills that our Board relies upon. This matrix is not a comprehensive reflection of the wide variety of skills that our director nominees possess and routinely contribute to Lumen.

  17. Skills and Relevance to Lumen’s Strategy

    | Board Nominee Skills Matrix | | | | | | | | | | | | | | | | | Sales & Marketing Experience with Deep Customer Focus Experience growing sales and market share with deep focus on customer needs, and leveraging AI, and cloud-based platforms | | | | | | | | | | | | | | | Industry Experience Experience working in the telecommunications and technology sectors | | | | | | | | | | | | | | | Global Business Experience Broad leadership experience with multinational companies or in international markets | | | | | | | | | | | | | | | M&A Experience Experience navigating growth opportunities, assessing “build or buy” decisions, analyzing strategic transactions and negotiating complex transactions | | | | | | | | | | | | | | | Digital Transformation Experience driving and implementing digital transformation enterprise-wide with a focus on simplification, AI and automation | | | | | | | | | | | | | | | Technology & Innovation Deep experience working in technology, managing technological change, driving innovation, anticipating technology trends, and creating new business models | | | | | | | | | | | | | | | Strategy Proven success in developing and implementing strategic plans to help achieve long-term objectives while ensuring alignment between strategy and execution | | | | | | | | | | | | | | | Governance & Stakeholder Alignment Experience Proven experience in balancing the interests of all stakeholders, while driving operational effectiveness, transparent decision-making, and ethical standards | | | | | | | | | | | | | | | Finance Expertise Significant expertise in corporate finance or financial accounting, with strong understanding of financial statements, cost structures, and operational metrics | | | | | | | | | | | | | | | HR Transformational Leadership Experience Deep experience and insight into workforce management, compensation design, culture, developing talent, succession planning, with the goal of driving long-term growth | | | | | | | | | | | | | | | Risk Management/Cybersecurity Knowledge Knowledge of the evolving landscape of data security, information technology, and enterprise risk management programs and the ability to oversee data privacy, compliance, and cybersecurity frameworks, ensuring that operations are secure, ethical, and aligned with regulatory requirements | | | | | | | | | | | | | | Tenure | | 4 | 9 | 1 | 7 | 1 | 7 | 0 | 2 | 5 | 1 | 0 |

  18. Skills and Relevance to Lumen’s Strategy

    | 16 | |

  19. Refreshment

    Refreshment Our NCG Committee reviews Board and committee refreshment at least once a year as part of its regular evaluation process. Our Board periodically receives recommendations from the NCG Committee about possible changes designed to staff the Board and its committees with individuals who have the skills, experiences, perspectives, and backgrounds necessary to make meaningful contributions to shaping and implementing Lumen’s business strategies. To align with Lumen’s transformation, the NCG Committee has adopted an evergreen approach to board refreshment. As such, the ongoing search for candidates whose skills are aligned to the evolving strategic direction of the Company could result in the addition of new board members or the resignation of then-current board members prior to next annual meeting. Over the past year, the NCG Committee and Board considered a wide range of factors in assessing the composition of the Board and its current and long-term needs, including: •essential skill sets for driving technology transformation and overseeing our development and execution of business strategies that advance our evolution into a digital-first company which delivers a simpler, more intuitive, and enhanced customer experience; •balancing fresh, new perspectives and experiences with institutional knowledge; and •our stakeholders’ input on important elements of Board composition.

  20. Refreshment

    | | | 17 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  21. Recent Board Changes

    Recent Board Changes We have made a concerted effort over the past several years to align our Board with Lumen’s strategic goals. As discussed further below, four of our 11 nominees have been newly-selected by us over the past 13 months. These four nominees were chosen following a process conducted with the assistance of a nationally-recognized independent search firm, which identified 244 potential candidates, 16 of which were interviewed by Lumen.

  22. Recent Board Changes

    | Additions | | | | | For your consideration at the 2025 annual meeting are two new director nominees—Michelle J. Goldberg and Stephen McMillan. | | | | | | | | | | | Quincy L. Allen | Kate Johnson | James Fowler | Diankha Linear | Christopher Capossela | Michelle J. Goldberg | Stephen McMillan | | Effective February 25, 2021, we added Quincy L. Allen to the Board. Among other reasons, Mr. Allen was selected for his depth of experience in the technology services industry, including as IBM's go-to-market leader of cognitive process services and chief marketing officer for IBM Cloud. | In November 2022, Kate Johnson, who was newly our President and CEO, joined the Board. Among other reasons, Ms. Johnson was selected as CEO (and a member of our Board) for her experience as a technology executive leading digital and business transformations while driving growth. | Effective August 7, 2023, we added James Fowler to the Board. Among other reasons, Mr. Fowler was selected for his experience as an innovation and digital transformation advocate, with more than 25 years of experience in technology leadership roles for Fortune 100 companies, and serving as Executive Vice Chief Technology Officer of Nationwide Insurance. | Effective February 21, 2024, we added Diankha Linear to the Board. Among other reasons, Ms. Linear was selected for her broad range of experience across technology, military leadership, logistics, and retail, including as President and CEO of Community, a technology startup that disrupts the market for how brands interact with their customers. | Effective October 29, 2024, we added Christopher Capossela to the Board. Among other reasons, Mr. Capossela was selected for his experience serving as the Chief Marketing Officer of Microsoft, where he led global marketing across the consumer and commercial businesses, overseeing product marketing, business planning, digital direct sales and retail partner sales. | Among other reasons, Ms. Goldberg is being nominated for her experience as a seasoned public company board member and transformation strategist, with over 20 years of leadership spanning technology, enterprise, financial services, and consumer sectors. | Among other reasons, Mr. McMillan is being nominated for his experience as a global technology executive and public company CEO, with a proven track record in transformation, financial growth, and operational excellence. |

  23. Recent Board Changes

    | | | | | | | | | | | | 2021 | 2022 | | 2023 | | 2024 | | 2025 | | |

  24. Recent Board Changes

    | Departures | | | | At the 2025 annual meeting, the following three current Lumen directors will retire from the Board: | | | | Virginia Boulet | Jeffrey K. Storey | W. Bruce Hanks | Michael Roberts | Peter C. Brown | Steven T. Clontz | Laurie Siegel | | At the 2021 annual meeting, Virginia Boulet retired from the Board after 26 years or service | In November 2022, our former President and CEO Jeffrey K. Storey retired from the Board. | At the 2023 annual meeting, W. Bruce Hanks retired from the Board after 31 years of service | At the 2024 annual meeting, Michael Roberts, retired from the Board, after 13 years of service | Mr. Brown has served as a director since 2009 | Mr. “Terry” Clontz has served as a director since 2017 | Ms. Siegel has served as a director since 2009 |

  25. Recent Board Changes

    We remain actively focused on taking additional steps designed to ensure that our Board continues to be staffed with a collection of individuals then meeting our objectives. For additional information on our processes for selecting Board nominees, see “—How Our Board is Evaluated and Selected.”

  26. Recent Board Changes

    | 18 | |

  27. Our Director Nominees

    Our Director Nominees The first item for consideration at the meeting will be the election of the 11 nominees listed below. The information about each Board committee reflects its anticipated membership and leadership following the 2025 annual meeting assuming both Ms. Goldberg and Mr. McMillan are elected.

  28. Our Director Nominees

    | Quincy L. Allen INDEPENDENT 65 years old Director since: 2021 Committees: HRC (Chair), NCG Skills: | Experience Quincy L. Allen has over 35 years of leadership experience in the technology services industry. IBM Corporation, a publicly traded multinational technology company •Go-To-Market Leader of Cognitive Process Services and Chief Marketing Officer for IBM Cloud (2015 to 2018) Unisys Corporation, a publicly traded global information technology company •Chief Marketing and Strategy Officer (2012 to 2015) Vertis Communications, a direct marketing and advertising company •Chief Executive Officer (2009 to 2010) | Xerox Corporation, a publicly traded global provider of digital print technology and related solutions (1982-2009) •President of the Global Services and Strategic Marketing Group •President of Production Systems Group Other Public Company Directorships •ABM Industries, Inc. (since 2021) (member of Audit and Stakeholder and Enterprise Risk Committees) •Office Depot (since 2020) (member of Audit and Corporate Governance & Nominating Committees) |

  29. Our Director Nominees

    | Martha Helena Béjar INDEPENDENT 62 years old Director since: 2016 Committees: HRC, NCG (Chair) Skills: | Experience Martha Helena Béjar brings decades of leadership experience in technology, telecommunications, private equity, and corporate governance. DaGrosa Capital Partners LLC, a private equity firm •Senior Partner/Advisor (2022 to present) Red Bison Advisory Group, LLC, which provides business advisory services •Co-founder and principal (2012 to 2019) Unium, Inc., a Wi-Fi technology provider •Chief Executive Officer (2016 to 2018) Flow Mobile, Inc., a broadband wireless company •Chief Executive Officer (2012 to 2015) Infocrossing, Inc., a U.S.-based cloud services affiliate of Wipro Limited •Chief Executive Officer and Chairperson (2011 to 2012) Wipro’s Information Technology Services affiliate •President of Worldwide Sales and Operations (2009 to 2011) | Microsoft Corporation, a publicly traded multinational technology conglomerate •Corporate Vice President for the communications sector (2007 to 2009) Other •Prior to 2007, Ms. Béjar held diverse executive sales, operations, engineering and R&D positions at Nortel and Bellcore/Bellsouth/AT&T. Other Public Company Directorships •Commvault Systems (since 2018) (chair of Nominations and Governance Committee and member of the Audit Committee) •Quadient SA (formerly Neopost) (2019 to June 2025) (chair of Nominating/Governance and Compensation Committees) •Sportsman’s Warehouse Holdings, Inc. (since 2019) (chair of Nominating and Governance Committee and member of Audit Committee) Previous Public Company Directorships •Mitel Networks Corporation •Polycom, Inc. |

  30. Our Director Nominees

    | A | Audit | HRC | Human Resources and Compensation | NCG | Nominating and Corporate Governance | RS | Risk and Security |

  31. Our Director Nominees

    | | Sales & Marketing | | Industry | | Global Business | | M&A | | Digital Transformation | | Technology & Innovation | | | Strategy | | Governance & Stakeholder Alignment | | Finance | | HR | | Risk Management/Cybersecurity | | |

  32. Our Director Nominees

    | | | 19 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  33. Our Director Nominees

    | Christopher Capossela INDEPENDENT 55 years old Director since: 2024 Committees: A, HRC Skills: | Experience Christopher Capossela is a senior executive in the technology industry with more than 30 years of experience working at Microsoft, where he spent the last ten years of his career as its Executive Vice President and Chief Marketing Officer. Microsoft, a publicly traded multinational technology conglomerate (1991 to 2023) •Executive Vice President and Chief Marketing Officer •Corporate Vice President, Consumer Channels Group •Chief Marketing Officer •Corporate Vice President, Office Marketing | Other Public Company Directorships •None |

  34. Our Director Nominees

    | Kevin P. Chilton INDEPENDENT 70 years old Director since: 2017 Committees: A, RS (Chair) Skills: | Experience Kevin P. Chilton is retired from the U.S. Air Force as a four-star general and contributes considerable cybersecurity, risk management and scientific leadership experience to our Board. Chilton & Associates, LLC, a consulting company •President (2011-present) 34-year military career •Commander, U.S. Strategic Command (2007 to 2011), overseeing the U.S. Department of Defense’s nuclear, space and cyberspace operations •Commander, U.S. Air Force, Space Command (2006 to 2007) •NASA astronaut (1987 to 1996), including three space shuttle flights •Deputy Program Manager of the International Space Station (1996 to 1998) | Other Public Company Directorships •None Previous Public Company Directorships •Anadarko Petroleum Corporation •AeroJet Rocketdyne •Orbital ATK, Inc. •Orbital Sciences Corporation |

  35. Our Director Nominees

    | A | Audit | HRC | Human Resources and Compensation | NCG | Nominating and Corporate Governance | RS | Risk and Security |

  36. Our Director Nominees

    | | Sales & Marketing | | Industry | | Global Business | | M&A | | Digital Transformation | | Technology & Innovation | | | Strategy | | Governance & Stakeholder Alignment | | Finance | | HR | | Risk Management/Cybersecurity | | |

  37. Our Director Nominees

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  38. Our Director Nominees

    | James Fowler INDEPENDENT 53 years old Director since: 2023 Committees: A, RS Skills: | Experience James Fowler has more than 25 years of leadership experience driving leading digital technology innovation at two Fortune 100 companies. Nationwide Mutual Insurance Company, a group of large U.S. insurance and financial services companies •Chief Technology Officer (2018 to present) General Electric, a publicly traded multinational conglomerate •Group Chief Information Officer (2015 to 2018) •Business Unit Chief Information Officer (2003 to 2015) •Business Unit Six Sigma Blackbelt and Infrastructure Architect (2000 to 2003) | Accenture, a multinational professional services company •Technology Manager (1996 to 2000) AT&T, a publicly traded multinational telecommunications holding company •Systems Analyst (1993 to 1996) Other Public Company Directorships •None |

  39. Our Director Nominees

    | T. Michael Glenn INDEPENDENT 69 years old Chairman of the Board Director since: 2017 Committees: HRC Skills: | Experience T. Michael Glenn’s executive leadership roles bring significant market development, customer, communications, strategic development and operational experience to our Board. FedEx Corp., a publicly traded multinational company specializing in transportation, e-commerce, and business services (1981 to 2016) •President and Chief Executive Officer of FedEx Corporate Services and a member of its five-person Executive Committee responsible for developing and implementing strategic business activities | •Executive Vice President of Market Development and Corporate Communications •Senior Vice President, Worldwide Marketing, Customer Service and Corporate Communications for FedEx Express Oak Hill Capital Partners, a private equity firm (2017 to 2020) •Senior Advisor Other Public Company Directorships •Pentair PLC (since 2017) (chair of Compensation Committee) |

  40. Our Director Nominees

    | A | Audit | HRC | Human Resources and Compensation | NCG | Nominating and Corporate Governance | RS | Risk and Security |

  41. Our Director Nominees

    | | Sales & Marketing | | Industry | | Global Business | | M&A | | Digital Transformation | | Technology & Innovation | | | Strategy | | Governance & Stakeholder Alignment | | Finance | | HR | | Risk Management/Cybersecurity | | |

  42. Our Director Nominees

    | | | 21 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  43. Our Director Nominees

    | Michelle J. Goldberg INDEPENDENT 55 years old Director since: Nominated for 2025 Committees: A, RS Skills: | Experience Michelle J. Goldberg is a seasoned board director and transformation strategist with over 20 years of experience in early-stage technology businesses, finance, and governance. Ignition Partners, Venture Capital, an early-stage venture capitalist firm investing in technology sectors (2000 to 2023) •Partner •Principal Other •Prior to 2000, Ms. Goldberg was a consultant to financial institutions and Microsoft and an investment banker in middle market mergers and acquisitions | Other Public Company Directorships •Bakkt Holdings, Inc. (since 2021) (chair of Audit and Risk Committee and member of Governance and Nominations Committee) Previous Public Company Directorships •Legg Mason •Taubman Centers, Inc. •Plum Creek Timber Company, Inc. |

  44. Our Director Nominees

    | Kate Johnson 57 years old Director since: 2022 Committees: None Skills: | Experience Kate Johnson is a seasoned technology innovator with a proven track record of driving business transformation success at several Fortune 100 companies. Lumen •President and Chief Executive Officer (November 2022 to present) Microsoft Corporation, a publicly traded multinational technology conglomerate •President of Microsoft U.S., a division of Microsoft Corporation (2017 to 2021) GE, a publicly traded multinational conglomerate •Executive Vice President and Chief Commercial Officer, GE Digital (2016 to 2017) •Chief Executive Officer, GE Intelligent Platforms Software (2015 to 2016) •Vice President and Chief Commercial Officer (2013 to 2015) | Oracle, a publicly traded multinational technology company •Senior Vice President for North America Technology and Government Consulting (2007 to 2013) Red Hat, a publicly traded provider of enterprise open-source software products •Vice President of Global Services and Strategic Accounts (2004 to 2007) Other Public Company Directorships •United Parcel Service (since 2020) (member of Nominating and Corporate Governance and Risk Committees) |

  45. Our Director Nominees

    | A | Audit | HRC | Human Resources and Compensation | NCG | Nominating and Corporate Governance | RS | Risk and Security |

  46. Our Director Nominees

    | | Sales & Marketing | | Industry | | Global Business | | M&A | | Digital Transformation | | Technology & Innovation | | | Strategy | | Governance & Stakeholder Alignment | | Finance | | HR | | Risk Management/Cybersecurity | | |

  47. Our Director Nominees

    | 22 | |

  48. Our Director Nominees

    | Hal Stanley Jones INDEPENDENT 72 years old Director since: 2020 Committees: A (Chair), RS Skills: | Experience Hal Stanley Jones brings significant financial, public accounting and controls experience to our Board. Graham Holdings (formerly known as the Washington Post Company), a publicly traded diversified conglomerate holding company •Chief Financial Officer (2009 to 2017) •Held various senior level positions at The Washington Post Company (1989 to 2008) Kaplan Professional, a subsidiary of The Washington Post •Chief Executive Officer and President (2007 to 2008) | PricewaterhouseCoopers, a multinational professional services brand of firms •Certified Public Accountant (1977 to 1988) Other Public Company Directorships •Playa Hotels and Resorts, N.V. (since 2013; it became publicly traded in 2017) (member of Audit Committee and Compensation Committee) |

  49. Our Director Nominees

    | Diankha Linear INDEPENDENT 51 years old Director since: 2024 Committees: NCG, RS Skills: | Experience Diankha Linear is a senior executive and proven operator with more than 20 years of experience leading across highly regulated technology, logistics, and retail industries. Community, Inc., a technology startup that uses SMS to help brands engage with their customer at scale •President & Chief Executive Officer (2021 to 2024) Convoy, Inc., an American technology and logistics company •General Counsel & Corporate Secretary (2017 to 2021) Nordstrom, a publicly traded American luxury specialty fashion retailer •Senior Director, Legal (2013 to 2017) | Expeditors International of Washington, a publicly traded global logistics company •Director, Legal (2008 to 2013) 16-year military career (1991 to 2007) •US Army Reserve—Paratrooper/Airborne, Logistics & Transportation •Civil Affairs—Special Operations Forces Unit •Judge Advocate General (JAG) Officer Other Public Company Directorships •None |

  50. Our Director Nominees

    | A | Audit | HRC | Human Resources and Compensation | NCG | Nominating and Corporate Governance | RS | Risk and Security |

  51. Our Director Nominees

    | | Sales & Marketing | | Industry | | Global Business | | M&A | | Digital Transformation | | Technology & Innovation | | | Strategy | | Governance & Stakeholder Alignment | | Finance | | HR | | Risk Management/Cybersecurity | | |

  52. Our Director Nominees

    | | | 23 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  53. Our Director Nominees

    | Stephen McMillan INDEPENDENT 54 years old Director since: Nominated for 2025 Committees: HRC, NCG Skills: | Experience Stephen McMillan is a visionary leader with a proven track record in driving global strategy, transforming organizations, and leading a top big data company, while championing value-based sales and developing high-performance teams. Teradata Corporation, a publicly-traded cloud and hybrid data and analytics company that provides a platform and services for enterprise analytics, including AI •President and Chief Executive Officer (2020 to present) F5, Inc., a publicly-traded transnational technology company specializing in security, cloud management, fraud prevention, and network performance •Executive Vice President of Global Services (2017 to 2020) | Oracle Corporation, a publicly-traded multinational technology company •Senior Vice President, Customer Success and Managed Cloud Services (2015 to 2017) •Senior Vice President, Managed Cloud Services (2012-2015) IBM Corporation, a publicly-traded multinational technology company •Vice President, IBM Strategic Outsourcing (2009 to 2012) •Held various increasingly senior leadership positions domestically and abroad focused on global managed services, consulting, and information technology (1993 to 2009) Other Public Company Directorships •Teradata Corporation (since 2020) |

  54. Our Director Nominees

    | A | Audit | HRC | Human Resources and Compensation | NCG | Nominating and Corporate Governance | RS | Risk and Security |

  55. Our Director Nominees

    | | Sales & Marketing | | Industry | | Global Business | | M&A | | Digital Transformation | | Technology & Innovation | | | Strategy | | Governance & Stakeholder Alignment | | Finance | | HR | | Risk Management/Cybersecurity | | |

  56. Our Director Nominees

    | 24 | |

  57. Director Compensation

    Director Compensation

  58. Cash and Stock Payments

    | Annual Outside Director Compensation | Additional Annual Cash Compensation Supplemental Board Fee •Non-Executive Chairman of the Board—$200,000 | | | | Audit Committee •Chair—$35,000 •Member—$17,500 Nominating and Corporate Governance Committee •Chair—$30,000 •Member—$15,000 | Compensation Committee •Chair—$35,000 •Member—$17,500 Risk and Security Committee •Chair—$30,000 •Member—$15,000 |

  59. 2024 Compensation of Outside Directors

    2024 Compensation of Outside Directors

  60. Directors’ Compensation

    | Name | Fees Earned or Paid In Cash | Stock Awards(1)(2)(3) | All Other Compensation | Total | | Continuing Directors: | | | | | | Quincy L. Allen | $134,375 | $204,773 | $— | $339,148 | | Martha H. Béjar | $147,500 | $204,773 | $— | $352,273 | | Christopher Capossela(4) | $33,750 | $104,418 | $— | $138,168 | | Kevin P. Chilton | $147,500 | $204,773 | $— | $352,273 | | James Fowler | $132,500 | $204,773 | $— | $337,273 | | T. Michael Glenn | $317,500 | $204,773 | $5,000 | $527,273 | | Hal S. Jones | $150,000 | $204,773 | $— | $354,773 | | Diankha Linear(5) | $97,500 | $256,249 | $— | $353,749 | | Retiring Directors:(6) | | | | | | Peter C. Brown | $132,500 | $204,773 | $— | $337,273 | | Steven T. “Terry” Clontz | $132,500 | $204,773 | $— | $337,273 | | Laurie A. Siegel | $150,000 | $204,773 | $— | $354,773 | | Former Director: | | | | | | Michael J. Roberts(7) | $33,125 | $— | $— | $33,125 |

  61. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation NON-EMPLOYEE DIRECTORS DEFERRED COMPENSATION PLAN—In March 2019, the Board adopted a Non-Employee Director Deferred Compensation Plan for our outside directors. Under this plan, our non-employee directors may elect annually to defer all or any portion of their cash and equity compensation for the following calendar year. A participant may elect to receive his or her deferred amounts in a lump sum on either a fixed date of his or her choice or upon the occurrence of an event, such as his or her separation from service with the Company (generally, the date on which he or she is no longer a member of the Board). Alternatively, he or she may elect to receive such amounts in two to five equal annual installments on a fixed date or following an event. In any case, all amounts must be paid to the participant by the fifth anniversary of his or her separation from service. All cash amounts deferred under this plan by non-employee directors are allocated among deemed investments that follow the performance of a broad array of funds and are reflected in the market value of each participant’s account. Distributed amounts will include investment returns in respect of these hypothetical investments, whether positive or negative. If a non-employee director elects to defer all or a portion of the director’s annual equity award under this plan, as noted above the portion of the award subject to the deferral election will be issued as restricted stock units instead of shares of restricted stock and will settle in shares on a fixed date elected by the director or following a specified event. Six of our current directors—Ms. Béjar and Linear and Messrs. Allen, Chilton, Glenn, and Jones—have participated in this plan with respect to some or all of their recent awards, and Mr. Roberts participated in the plan through his retirement from the Board on May 15, 2024. LEGACY QWEST DEFERRED COMPENSATION PLAN—CLOSED TO NEW PARTICIPANTS AND CONTRIBUTIONS—In connection with our 2011 merger with Qwest, we assumed the Qwest Deferred Compensation Plan for Non-Employee Directors. Under this plan, Qwest outside directors could elect to defer all or a portion of their cash directors’ fees, which were then converted to a number of “phantom units” based on the value of a share of Qwest stock, with credit for dividends paid to shareholders “reinvested” in additional phantom units. Plan balances attributable to amounts deferred on or after January 1, 2005, by Qwest directors who joined our Board following the merger were converted, based on the merger exchange ratio, to phantom units based on the value of one of our Common Shares. Other than the crediting and “reinvestment” of dividends for outstanding phantom units, the Company did not make any contributions to, and no additional elective deferrals were permitted under, this plan. During 2024, Michael J. Roberts was the only remaining participant in this plan, and he had a balance of 9,569 phantom units, with an aggregate value of approximately $12,439, as of the 2024 annual meeting, following which he ceased to serve on our Board. Subject to the terms of the plan, Mr. Roberts’ account was distributed as a lump sum in cash following the end of his service as a director.

  62. Dollars in Millions

    | Performance Metrics | Threshold | Target(1) | Maximum | Actual vs. Target | Payout % | Weighting | Weighted Payout % | | Adjusted EBITDA | | | | 96.7% | 66.7% | | 33.3% | | Revenue | | | | 98.7% | 93.4% | | 32.7% | | Customer Experience | | | | Exceeded Expectations | 150% | | 22.5% | | | Weighted Payout Percentage of Company Performance Funding | | | | | | 88.5% |

  63. 2022 Long-Term Incentive Compensation

    2022 Long-Term Incentive Compensation The chart below shows our overall level of achievement for the performance-based restricted share portion of our 2022 LTI program over the three-year performance period from 2022 to 2024:

  64. Dollars in Millions

    | Performance Metrics | Threshold | Target(1) | Maximum | Actual vs. Target | Payout % | Weighting | Weighted Payout % | | Cumulative Adjusted EBITDA(1) | | | | 87.4% | 0.0% | | 0.0% | | Relative TSR(2) | | | | n/a | 0.0% | | 0.0% | | | Weighted Payout Percentage | | | | | | 0.0% |

  65. Our Compensation Best Practices

    | | What We Do | | What We Do Not Do | | Focus on performance-based compensation weighted heavily towards long-term incentive awards Benchmark generally against 50th percentile peer compensation levels Maintain robust stock ownership guidelines applicable to our executive officers and outside directors Annually review our compensation programs to avoid encouraging excessive risk taking Conduct an annual succession planning process for our CEO Conduct an annual “say-on-pay” vote Discuss our executive compensation program during shareholder engagement Impose compensation forfeiture covenants (“clawback”) broader than, and in addition to, those mandated by law (such as, fraud and reputational harm) Review the composition of our peer groups at least annually Conduct independent and intensive performance reviews of our senior officers Cap the number of relative TSR performance-based shares that may vest if our own absolute TSR is negative Review realizable pay of our senior officers and total compensation “tally” sheets Require shareholders to approve any future severance agreements valued at more than 2.99 times the executive’s target cash compensation | | Maintain a supplemental executive retirement plan Permit our directors or any employee to hedge our stock, or our directors or senior officers to pledge our stock Permit the HRCC’s compensation consultant to provide other services to Lumen Pay, provide, or permit: (1)excessive perquisites, (2)excise tax “gross-up” payments, (3)single-trigger change of control equity acceleration benefits, or (4)dividend payments on unvested restricted stock or RSUs | |

  66. Aligning Performance Objectives with Strategy

    | Key Objectives | | | | | | Aligned With Our Strategy Ensuring that performance-based metrics in our executive compensation programs reward performance over multiple time horizons and are aligned with our short- and long-term strategies, including individual contribution and Company performance, and the goal of creating long-term shareholder value while discouraging excessive risk taking | | Peer Benchmarked Structuring our compensation programs to be competitive, aligned to internal and external peers Utilizing an objective set of criteria to determine companies for our compensation benchmarking peer group and TSR peer group | | | Challenging Goals Setting short-and long-term targets at challenging but reasonably achievable levels that reflect priorities and drive progress toward our long-term vision | | Pay for Performance Assessing effectiveness of prior year(s) incentive designs and performance against targets on a quarterly basis | | | Pay Mix Allocating a significant portion of our NEOs target compensation to performance-based components, with a balance between cash and equity and short- and long-term incentives Long-term target compensation opportunities outweighing short-term target opportunities. Annual objectives complementing sustainable long-term performance. | | Formulaic Maintaining STI and LTI programs with payouts that are mostly formulaic and all of which are determined based on actual performance against challenging financial and operational goals; with limited adjustments, positive or negative, as permitted and outlined in our Incentive Program Guidelines described herein, or as necessary to accomplish program objectives, with any remaining portion based on qualitative assessments of key performance indicators. | | | Shareholder Feedback Incorporating shareholder views, including results of our annual say-on-pay vote and our shareholder engagement initiatives | | Monitor Equity Usage Monitoring share expense, burn rate, and dilution against peer benchmarks |

  67. Section Four—Compensation Design, Awards, and Payouts for 2024

    Section Four—Compensation Design, Awards, and Payouts for 2024

  68. Recalibration of Our 2024 Incentive Programs

    Recalibration of Our 2024 Incentive Programs The timeline below summarizes steps taken in 2024 by the HRCC, in conjunction with management and the HRCC’s compensation consultant, after assessing the substantial impacts of mid-year developments in 2024 arising out of our strategy to transform our business.

  69. Recalibration of Our 2024 Incentive Programs

    | | Approval of Original 2024 STI Targets and 2024 LTI Awards | | | At its February 2024 meeting, the HRCC approved the design for our 2024 STI and LTI programs, which aligned to our Company strategy at that time, as follows: STI. For our 2024 STI program, the HRCC established threshold, target, and maximum performance levels (the “Original 2024 STI Targets”) for Adjusted EBITDA and Revenue metrics, which represented 50% and 35%, respectively, of the total opportunity for 2024. These targets were aligned with our internal budget and publicly disseminated guidance at that time, and did not contemplate the PCF partnerships that would be announced during the second half of 2024. The remaining 15% was based on qualitative metrics measuring Customer Experience. LTI. For our 2024 LTI program, the HRCC approved grant values for our officers (commensurate with their respective LTI target opportunities) and the following design: •Maintained 40% time-based restricted shares and determined number of shares as described below. •Shifted the 60% performance-based portion from equity to cash, maintaining the same two equally-weighted metrics as our 2023 LTI awards, with the addition of a modifier: •Relative TSR—the HRCC established the threshold, target, and maximum performance levels; and •Cumulative Adjusted EBITDA and a +/- 20% Revenue Modifier—the HRCC did not set the cumulative Adjusted EBITDA threshold, target, and maximum performance levels or the revenue modifier target in February, due to the pending debt restructuring and initial indications that we could enter into transformative PCF deals later in the year, both of which would impact our performance over the three-year performance period. The HRCC and management agreed to monitor these items and discuss them at the HRCC’s next regularly scheduled meeting in May. | | | Discussion of Change in Strategy’s Impact to Our 2024 STI and LTI Programs | | | During its May 2024 meeting, the HRCC discussed with our CEO and its independent compensation consultant, Semler Brossy, our March 2024 debt restructuring transactions and pending negotiations of our PCF partnerships which began shortly thereafter. All parties agreed that the PCF partnerships would cause a significant shift in our strategy for 2024 and beyond, and that the HRCC should continue to monitor events to ensure that our incentive programs remained aligned with our business strategies. |

  70. Recalibration of Our 2024 Incentive Programs

    | 76 | |

  71. Recalibration of Our 2024 Incentive Programs

    | | Announcement of PCF Partnerships | | | As discussed elsewhere herein, in July 2024, Lumen announced our first PCF partnership with Microsoft, and additional PCF partnerships were announced with Meta and Amazon during October and November 2024, respectively. | | | Revised Outlook for 2024 | | | In August, we revised our 2024 outlook to both decrease our anticipated Adjusted EBITDA and increase our anticipated capital expenditures to reflect our change in strategy for the second half of 2024, mostly driven by the material impacts of the multiple large PCF deals. | | | Analysis to Recalibrate our 2024 Incentive Programs to Align With Our New Strategy | | | Prior to approving the recalibration of our 2024 incentive programs, the HRCC, management, and the HRCC’s independent compensation consultant completed a multi-month, thorough analysis which included: •Closely monitoring the negotiations of the PCF partnerships and projecting the timing of cash flows and any unplanned costs associated to these projects and how they would impact our 2024, 2025, and 2026 forecasts; •Striving to ensure that our key personnel would be incentivized against appropriately tailored metrics and goals aligned with our new strategy over the respective one- and three-year performance periods; •Analyzing the impact this mid-year change in strategy would have on our previously approved 2024 incentive programs and targets and if any payouts would be unfairly impacted as a result; and •Carefully weighing the pros and cons of various modifications to our 2024 incentive programs, including the potential reactions of our shareholders. | | | Approval of Adjusted 2024 STI Targets | | | During its August 2024 meeting, the HRCC reviewed the recalibration analysis and determined that (1) pursuing our long-term strategies to transform our business trajectory would negatively impact our short-term adjusted EBITDA, (2) our annual 2024 results would include unanticipated additional expenses related to our revised strategy and (3) adjustments to the Original STI Targets were necessary to prevent our 2024 STI payouts from being unfairly adversely impacted by our pursuit of long-term growth. The HRCC adjusted the original 12-month Adjusted EBITDA and Revenue targets by approving new targets comprised of the sum of two discrete six-month performance periods (the “Adjusted 2024 STI Targets”): •The first half of 2024 (January 1 to June 30, 2024) based on Original Targets, and •The second half of 2024 (July 1 to December 31, 2024) based on our revised guidance and forecast, which included the impacts for the recently announced PCF deals. The HRCC did not change the qualitative goals, established in early 2024, for our Customer Experience objective. The HRCC made this change in accordance with our Incentive Program Guidelines as described in greater detail below. |

  72. Recalibration of Our 2024 Incentive Programs

    | | | 77 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  73. Recalibration of Our 2024 Incentive Programs

    | | Continued Discussion of Aligning Our 2024 LTI Program with Our New Strategy | | | During its August 2024 meeting, the HRCC again reviewed the recalibration analysis and determined that Cumulative Adjusted EBITDA and the Revenue modifier (as disclosed in our 2024 proxy statement) were no longer the most appropriate measures for the three-year performance period underlying the 2024 LTI awards. The HRCC, management, and the HRCC’s independent compensation consultant agreed that Cumulative Free Cash Flow would be a more appropriate measure for our 2024 LTI program, as it measures our ability to fund and invest in our growth over this three-year performance period. At the time of this meeting, management was still negotiating PCF partnerships with Meta and Amazon, so we delayed setting the Cumulative Free Cash Flow targets until our next regularly scheduled HRCC meeting in November 2024. | | | Approval of Cumulative Free Cash Flow Targets | | | At its November 2024 meeting, with more than two years remaining in the three-year performance period underlying the 2024 LTI awards, the HRCC formally approved the use of Cumulative Free Cash Flow (in lieu of the original Cumulative Adjusted EBITDA and Revenue performance goals) and established the threshold, target, and maximum performance levels for the LTI awards, based on the information available at that time and aligned with our most recent internal forecast, which included assumptions for the three announced PCF deals. | | | Approved Company Performance Funding for Our 2024 STI Program | | | In February 2025, the HRCC approved the calculated Company performance funding of 88.5% (as confirmed by our Internal Audit group) for our 2024 STI program and based on the financial and qualitative metrics detailed below. The HRCC reviewed audited results of the Company’s performance as compared to Adjusted 2024 STI Targets and, as described in greater detail in this section, determined and approved certain adjustments in accordance with our Incentive Program Guidelines. |

  74. Recalibration of Our 2024 Incentive Programs

    | 78 | |

  75. Target Compensation

    For more information on how we determined specific pay levels in 2024, see further discussion in ”—Base Salary”, “—2024 Short-Term Incentive Program,” and “—2024 Long-Term Incentive Compensation” below in this section and in “Section Five—HRCC Engagement and Compensation Governance—Role of Peer Companies—Compensation Benchmarking Peer Group.” Each of these elements is discussed in greater detail below. For information on the target pay levels of our Former NEOs, see discussion in “—Compensation Arrangements Related to Leadership Transition.”

  76. Base Salary

    Base Salary Early each year, the HRCC takes a number of steps in connection with setting annual base salaries, including the review of: (1) compensation tally sheets and benchmarking data comparing our executive’s pay to our peer group; (2) each senior officer’s pay and performance relative to other senior officers; (3) the scope and complexity of the officer’s role; (4) the officer’s experience and proficiency and the criticality of the skill set needed to execute the officer’s role; and (5) when the officer last received a pay increase. In February 2024, as a result of the review and consideration of the above factors, Ms. Johnson and Mr. Stansbury received salary increases of 8% and 6%, respectively, effective March 1, 2024, as set forth in the table below, and the base salaries for our other NEOs employed at the time were left unchanged. As described in greater detail in “Compensation Arrangements Related to Leadership Transition” in this section, Messrs. Ward, Ho, and Lakshmanan’s base salaries were established upon their hiring through arms-length negotiations taking into account their respective qualifications and experience, data on comparable market level compensation, and internal equity. In connection with his promotion to EVP, Chief Technology and Product Officer, the HRCC approved an increase of Mr. Ward’s base salary effective August 30, 2024.

  77. Base Salary

    (1)The beginning base salary for Messes. Johnson and Haynes-Gaspar and Messrs. Stansbury and Goff are as of January 1, 2024. The beginning base salary for Messrs. Ward, Ho and Lakshmanan are as of their respective hire dates as described further below. For more information on how we determined specific pay levels in 2024, see further discussion under the heading “Section Five—HRCC Engagement and Compensation Governance—Role of Peer Companies—Compensation Benchmarking Peer Group.”

  78. 2024 Short-Term Incentive Program

    2024 Short-Term Incentive Program As described below, the 2024 STI program incorporates three components in determining the calculated STI bonus amount (payout) for our NEOs: (1) target bonus opportunity; (2) company performance funding; and (3) individual performance modifier. The 2024 STI program applies not only to our senior leadership team, which includes the NEOs, but also to approximately 18,000 employees of our Company.

  79. 2024 Short-Term Incentive Program

    | TARGET BONUS OPPORTUNITY | × | COMPANY PERFORMANCE FUNDING | × | INDIVIDUAL PERFORMANCE MODIFIER | = | STI Bonus Amount | | (Base Salary x STI Target Bonus %) | | (0% to 200%) | | (0% to 120% for NEOs) | | (capped at 2x target opportunity) |

  80. 2024 Short-Term Incentive Program

    | Notwithstanding Company performance, the bonus otherwise payable to any NEO, including any of our employees, may be eliminated based on his or her individual performance. |

  81. 2024 STI Target Bonus Opportunity

    2024 STI Target Bonus Opportunity As noted above, 2024 STI target bonus opportunities were equal to the product of an employee’s (1) earned base salary for 2024 and (2) his or her STI target bonus percentage, with any mid-year adjustments resulting in a blended percentage based on the target bonus percentages before and after the adjustment. The 2024 STI target opportunities for our NEOs are set forth in the table below. As reflected in that table, following the annual review and consideration of compensation benchmarking at its first quarter meeting, the HRCC increased the STI target bonus percentage for Ms. Johnson to 220% and left the STI target opportunities unchanged for the other NEOs then employed.

  82. 2024 STI Target Bonus Opportunity

    | NEO | Beginning STI Target Percentage(1) | | STI Target Percentage as of December 31, 2024 | | % Increase | | | Current NEOs | | | | | | | | Ms. Johnson(2) | | 200% | | 220% | | +20% | | Mr. Stansbury | | 125% | | 125% | | — | | Mr. Ward | | 100% | | 100% | | — | | Ms. Haynes-Gaspar | | 100% | | 100% | | — | | Former NEOs | | | | | | | | Mr. Goff | | 120% | | — | | — | | Mr. Ho | | 100% | | 100% | | — | | Mr. Lakshmanan | | 100% | | — | | — |

  83. 2024 STI Target Bonus Opportunity

    (1)The beginning STI target opportunities for Messes. Johnson and Haynes-Gaspar and Messrs. Stansbury and Goff reflect their respective targets for 2023. The beginning STI target opportunities for Messrs. Ward, Ho, and Lakshmanan are as of their respective hire dates, as described further below. (2)Effective March 1, 2024, the HRCC increased the STI target opportunity for Ms. Johnson to 220% in recognition of her performance as CEO and to align with her external peers. For more information on how we determined specific pay levels in 2024, see further discussion under the heading “Section Five—HRCC Engagement and Compensation Governance—Role of Peer Companies—Compensation Benchmarking Peer Group.”

  84. 2024 STI Target Bonus Opportunity

    | 82 | |

  85. 2024 STI Metrics and Results

    2024 STI Metrics and Results For 2024, the HRCC, after consultation with our CEO and its independent compensation consultant, Semler Brossy, concluded that STI metrics and weightings comprising continued to align with our strategy.

  86. 1) Company Performance

    | (Amounts in Millions) | First Half of 2024 STI Targets(1) | | Second Half of 2024 STI Targets(2) | | Adjusted 2024 STI Targets(3) | | Adjusted EBITDA(4) | $2,078 | + | $1,997 | = | $4,075 | | Revenue | $6,699 | + | $6,583 | = | $13,282 |

  87. 1) Company Performance

    (1)Represents the first half of the Original 2024 STI Targets, for the six-month period from January 1, 2024 through June 30, 2024. In February 2024, the HRCC established threshold, target, and maximum performance levels for Adjusted EBITDA and Revenue, with targets of $4,200 million and $13,475 million, respectively, for the twelve-month period from January 1, 2024 through December 31, 2024 (the “Original 2024 STI Targets”). The Original 2024 STI Targets were rooted in our annual budget approved in February 2024 and external guidance (of $4.1 to $4.3 billion for 2024 adjusted EBITDA) approved in February 2024, which did not contemplate the PCF partnerships that were announced during the second half of 2024. The Original 2024 STI Targets were set below our actual 2023 financial results, as our 2023 results included the results of our divested EMEA business only through November 2023 and because of the continued decline in our legacy services. (2)Represents the second half of our Adjusted 2024 STI Targets, for the six-month period from July 1, 2024 through December 31, 2024. In August 2024, we revised our internal forecast for Revenue downward and reduced our guidance for Adjusted EBITDA to $3.9 to $4.0 billion for 2024, reflecting the impact of (i) our March 2024 debt modification and (ii) capital outlay and operating costs for our new PCF deals. (3)As permitted under our Incentive Program Guidelines, in August 2024, following the actions described in footnote 2, the HRCC established threshold, target, and maximum performance levels for Adjusted EBITDA and Revenue (the “Adjusted 2024 STI Targets”) comprised of the sum of the targets for the two discrete six-month performance periods described above in footnotes 1 and 2. The Adjusted 2024 STI Targets for Adjusted EBITDA and revenue are lower than the Original 2024 STI Targets by $125 and $193 million, respectively, and reflect the impact of (i) our March 2024 debt modification and (ii) capital outlay and operating costs for our new PCF deals which were not contemplated in our external guidance and annual budget approved in February 2024. See “—Recalibration of our 2024 Incentive Programs” and “—Goal Setting Process and Incentive Program Guidelines” for more information. (4)As used in our STI plan, adjusted earnings before interest, taxes, depreciation, amortization and stock-based compensation expense (“Adjusted EBITDA”) is a non-GAAP metric that excludes certain one time or non-recurring charges or credits and eliminates the effects of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items. See Appendix A for more information. For more information see “Section Two—Compensation Philosophy and Oversight,” “—Goal Setting Process and Incentive Program Guidelines,” and “—Recalibration of our 2024 Incentive Programs.” For additional information on Lumen and our recent performance, see “Item 7. Management’s Discussion and Analysis of the Financial Condition and Results of Operations” included in Appendix B.

  88. Calculation of Achieved Payout

    Calculation of Achieved Payout The achieved payout percentage is calculated for each financial performance objective based on a corresponding payout scale approved by the HRCC. If the threshold performance level with respect to any particular financial performance objective under our STI program is not attained, the bonus payable to the participating officer with respect to that portion of his or her targeted bonus opportunity will be calculated as zero. If threshold performance is met, but and below target level performance, on any particular metric, each participating officer will earn a reduced portion of his or her target bonus amount for that portion of the award. If the maximum performance level with respect to any particular metric is met or exceeded, each participating officer will earn a maximum of 200% of his or her target bonus amount for that portion of the award. Measurement of the attainment of any particular metric is interpolated if actual performance is between (1) the “threshold” and the “target” performance levels or (2) the “target” and the “maximum” performance levels.

  89. Calculation of Achieved Payout

    | | Metric: Adjusted EBITDA (weighted 50%) |

  90. Alignment to Our Strategy

    | | Adjusted 2024 Target Amount of Adjusted EBITDA | Payout as a % of Target Award | Results: | | | Maximum | ≥ $4,686 million | 200% | $3,939 million (Below Target) | ACHIEVED PAYOUT OF 66.7% | | Target | $4,075 million | 100% | | | | Threshold | $3,871 million | 50% | | | | Below Threshold | < $3,871 million | 0% | | |

  91. Alignment to Our Strategy

    | | Adjusted 2024 Target Amount of Revenue | Payout as a % of Target Award | Results: | | | Maximum | ≥ $14,611 million | 200% | $13,108 million (Below Target) | ACHIEVED PAYOUT OF 93.4% | | Target | $13,282 million | 100% | | | | Threshold | $11,954 million | 50% | | | | Below Threshold | < $11,954 million | 0% | | |

  92. 2) Individual Performance Modifier

    2) Individual Performance Modifier As contemplated by the STI plan and our Incentive Program Guidelines, the HRCC reserves the right to increase or decrease the STI bonus payout level based on its qualitative assessments for each senior officer’s performance against certain specific objectives and benchmarks, as well as overall Company and individual performance during the year. The HRCC may eliminate the STI bonus otherwise payable to any of our executives based on his or her individual performance, any upward adjustment for an NEO based on his or her individual performance is capped at 20% (i.e., 120% of Company performance funding), and in no event can an executive receive more than twice his or her target bonus opportunity. Given the importance of our NEOs in making and putting into operation decisions that set the Company up for future success, for 2024, the HRCC assessed each NEO’s individual performance against the following four key objectives: •Financial—relevant financial objectives based on the individual’s role; •Strategic—goals vary based on individual and cover areas such as customer obsession, innovation and investing for growth; •Operations—goals vary based on individual and cover areas such as building a reliable execution engine and radically simplifying our Company; and •Organization—goals vary based on individual and cover areas such as culture, and talent retention and development. Given each NEO’s performance and leadership accomplishments and the resulting remarkable year and significant “wins” which are not reflected in our 2024 results for Adjusted EBITDA and revenue and the resulting STI payouts, the HRCC approved Individual Performance Modifiers of 120% for Mses. Johnson and Haynes-Gaspar and Messrs. Stansbury and Ward.

  93. 2024 STI Payouts

    2024 STI Payouts The HRCC approved each NEO’s STI bonus as summarized in the table below.

  94. 2024 STI Bonus Amounts

    2024 STI Bonus Amounts

  95. 2024 STI Bonus Amounts

    | NEO | STI Target Bonus Opportunity(1) | Company Performance Funding(2) | Individual Performance Modifier(3) | Calculated STI Bonus Amount | | Current NEOs | | | | | | Ms. Johnson | $2,784,606X | 88.5%X | 120% | $2,957,252 | | Mr. Stansbury | $1,052,256X | 88.5%X | 120% | $1,117,496 | | Mr. Ward | $622,920X | 88.5%X | 120% | $661,541 | | Ms. Haynes-Gaspar | $625,019X | 88.5%X | 120% | $663,770 | | Former NEO | | | | | | Mr. Ho | $392,070X | 88.5%X | 90% | $312,284 | | Mr. Goff | $493,416X | 88.5%X | 90% | $393,006 | | Mr. Lakshmanan | $354,640X | 88.5%X | 90% | $282,471 |

  96. 2024 STI Bonus Amounts

    (1)Reflects the product of the salary the executive earned during 2024 (and, as such, reflect the fact that each of Messrs. Ward, Ho, and Lakshmanan was employed for less than the full year) and his or her STI target bonus percentage for 2024 (adjusted, for Ms. Johnson, to reflect her mid-year increase). See “—Target Compensation” above. (2)Calculated and adjusted as discussed in “—Company Performance” above. (3)See “—Individual Performance Modifier” above.

  97. 2024 Long-Term Incentive Compensation

    2024 Long-Term Incentive Compensation Each year the HRCC approves long-term incentive compensation awards for our senior leadership team, including the NEOs, and oversees the governance for LTI awards, approved by our CEO, for the approximately 1,200 employees in the upper management of our Company that are eligible for annual LTI awards.

  98. 2024 LTI Program

    2024 LTI Program The HRCC believes the structure of our long-term incentive compensation reinforces our performance culture and incents value creation for our shareholders and promotes retention through multi-year vesting.

  99. 2024 LTI Program Metrics and Weightings

    2024 LTI Program Metrics and Weightings

  100. 2024 LTI Program Metrics and Weightings

    | | ■ | Time-Based Restricted Stock (TBRS) Maintained 40% time-based restricted stock that rewards the creation of incremental shareholder value over a long-term period and serves as a retention lever, through graded vesting over three years. | | | | ■ | Performance-Based Long-Term Cash (PLTC) | | | | | Shifted the 60% performance-based portion from equity to cash(1) that rewards performance achievement (between 0-200%) based on two equally-weighted metrics, described in detail below, measured over a cumulative three-year period. | | | | | ■ | Relative TSR | | | | ■ | Cumulative Free Cash Flow(2) |

  101. 2024 LTI Program Metrics and Weightings

    (1)As described in further detail below, the shift to cash only applied to our 2024 annual LTI awards for the reasons described above and we returned to equity, in the form of performance-based restricted stock, for our 2025 annual LTI awards. (2)As disclosed in our 2024 proxy statement, the “Initial 2024 LTI Design” included a 30% weighting for cumulative Adjusted EBITDA plus a Revenue modifier and, as described in further detail below, the HRCC replaced the cumulative Adjusted EBITDA and Revenue modifier metric with a cumulative Free Cash Flow metric in November 22, 2024. Following the end of the three-year performance period from January 1, 2024 to December 31, 2026, the amount of cash vesting under the PLTC granted in 2024 will be calculated by: (1) determining achievement of Lumen’s TSR performance relative to our TSR Peer Group; and (2) determining achievement of the three-year Cumulative Free Cash Flow target, each of which is described further below. Each metric is calculated independently with the ultimate payout ranging between zero to 200% of the target cash amount granted. Any cash amount earned under the PLTC for our current NEOs generally will vest in full on March 1, 2027, subject to the holder’s continued employment through that date.

  102. Relative TSR

    Relative TSR The HRCC believes a relative metric is an important way to ensure that Lumen’s performance is measured appropriately relative to peers. Our Relative TSR performance shares are measured on our percentile rank versus the other 15 companies in our TSR peer group over the three-year period, which could result in a payout of zero to 200% of this component of the target award. However, if Lumen’s TSR is negative over the three-year period, the payout cannot exceed target—regardless of our TSR performance relative to our peers. We believe this cap better aligns the LTI payout with the interests of our shareholders. With the aid of its compensation consultant, the HRCC set a TSR peer group that is focused principally on broader universe of companies we believe investors are considering when they decide whether to invest in us or our industry. As a result, our TSR peer group listed below is comprised of telecommunications, cable and other communications companies that are generally comparable to us in terms of size, markets and operations. For more information regarding the determination of our TSR peer group, see “Section Five—HRCC Engagement and Compensation Governance—Role of Peer Companies—TSR Peer Group” below.

  103. Relative TSR

    | TSR Peer Group | | | | AT&T, Inc. | Comcast Corporation | Motorola Solutions, Inc. | | Cable One, Inc. | Consolidated Communications | Telephone & Data Systems Inc. | | Charter Communications | EchoStar Corporation | United States Cellular Corporation | | CISCO Systems Inc. | Frontier Communications Parent, Inc. | Verizon Communications Inc. | | Cogent Communications Holdings, Inc. | Liberty Global plc | Viasat, Inc. |

  104. Relative TSR

    | | | 89 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  105. Cumulative Free Cash Flow

    | Performance Level Attainment | Relative TSR(1) (50%) | | Cumulative Free Cash Flow(3) (50%) | | | | Target | Payout %(2) | Target Amount | Payout %(2) | | Maximum | ≥ 75th Percentile | 200% | 250% of Target Amount | 200% | | Target | 50th Percentile | 100% | Target Amount(4) | 100% | | Threshold | 25th Percentile | 50% | 75% of Target Amount | 50% | | Below Threshold | < 25th Percentile | 0% | <75% of Target Amount | 0% |

  106. LTI Target Opportunity

    LTI Target Opportunity The HRCC takes a number of steps in connection with setting long-term incentive target opportunities for each of our senior officers, including the review of: (1) compensation tally sheets and benchmarking data; (2) such officer’s pay and performance relative to other senior officers; (3) the scope and complexity of the officer’s role; (4) the officer’s experience and proficiency and the criticality of the skill set needed to execute the officer’s role; and (5) when the officer last received an increase to their LTI target opportunity. As a result of the review and consideration of the above factors, in February 2024, the HRCC increased the LTI target opportunities for Ms. Johnson to $14,250,000, Mr. Stansbury to $5,500,000 and Ms. Haynes-Gaspar to $2,350,000. The LTI target opportunities for each of Messrs. Ward, Ho, and Lakshmanan were established upon his hiring through arms-length negotiations taking into account his qualifications, experience, comparable market compensation levels for their positions, and internal equity. See “—Compensation Arrangements Related to Leadership Transitions.”

  107. 2024 Annual LTI Grants

    2024 Annual LTI Grants The HRCC granted annual LTI awards to our then-current NEOs other than Mr. Goff effective March 1, 2024 and a prorated annual LTI award for Mr. Ho effective upon his hire date of June 10, 2024. Mr. Goff did not receive a 2024 annual LTI award.

  108. 2024 Annual LTI Grants

    2024 Annual LTI Grants

  109. 2024 Annual LTI Grants

    | | Time-Vested Restricted Shares | | Performance-Based Long-Term Cash | Total Target Grant Value(5) | | NEO | No. of Shares(1)(2) | Target Grant Value(3) | Target Grant Value(4) | | | Current NEOs | | | | | | Ms. Johnson | 3,609,194 | $5,700,000 | $8,550,000 | $14,250,000 | | Mr. Stansbury | 1,393,022 | 2,200,000 | 3,300,000 | 5,500,000 | | Mr. Ward(6) | 633,192 | 1,000,000 | 1,500,000 | 2,500,000 | | Ms. Haynes-Gaspar | 595,200 | 940,000 | 1,410,000 | 2,350,000 | | Former NEOs | | | | | | Mr. Ho(6) | 349,650 | 450,000 | 675,000 | 1,125,000 | | Mr. Lakshmanan(6) | 379,915 | 600,000 | 900,000 | 1,500,000 |

  110. 2024 Annual LTI Grants

    (1)Represents the number of restricted shares granted on March 1, 2024 to each of Messes. Johnson and Haynes-Gaspar and Messrs. Stansbury, Ward, and Lakshmanan, and granted on June 10, 2024 to Mr. Ho. Each grant vests in three equal installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment through the relevant vesting date. As discussed under “—Compensation Arrangements Related to Leadership Transition,” the awards to each Messrs. Lakshmanan and Ho were canceled upon his termination. (2)Any dividends on the shares of restricted stock would not be paid on unvested awards but would accrue and be paid or forfeited in tandem with the vesting or cancellation, as the case may be, of the related shares.

  111. 2024 Annual LTI Grants

    | | | 91 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  112. 2024 Annual LTI Grants

    (3)For purposes of these grants, we determined the number of time-vested restricted shares granted to each executive by dividing the approved target amount (representing 40% of total target grant value) by the volume-weighted average closing price of our Common Shares over the 15-trading-day period ending one trading day prior to the grant date. However, as noted previously, for purposes of reporting these awards in the "Compensation Tables—Summary Compensation Table," our shares of time-vested restricted stock are valued based on the closing price of our Common Shares on the date of grant, as required by applicable accounting and SEC disclosure rules. For 2024, this resulted in the values reported in the "Compensation Tables—Summary Compensation Table" being slightly higher than those shown above for most of our NEOs. See footnote 2 to the "Compensation Tables—Summary Compensation Table" for more information. (4)Represents the target amount of performance-based long-term cash (representing 60% of total target grant value) granted on March 1, 2024 to each of Messes. Johnson and Haynes-Gaspar and Messrs. Stansbury, Ward and Lakshmanan and on June 10, 2024 to Mr. Ho. Each grant vests in full on the third anniversary of the grant date, if at all, based on the level of performance achieved against the underlying metrics and subject to the executive’s continued employment through the relevant vesting date. As discussed under “2024 LTI Program” above, the actual amount of cash that vests in the future, if any, may be lower or higher (between 0-200%) than the target, depending on the level of performance achieved against two equally weighted metrics. (5)The total target grant value is commensurate with the LTI target opportunities for Messes. Johnson and Haynes-Gaspar and Messrs. Stansbury, Ward, and Lakshmanan as of the grant date of March 1, 2024 and, for Mr. Ho, the total target grant value is pro-rated to reflect his partial year of service and represents 50% of his initial LTI target opportunity. (6)Excludes the on-boarding LTI grants awarded to Messrs. Ward, Ho, and Lakshmanan in February, June, and January 2024, respectively, which are described under “2024 On-Boarding Equity Grants” below.

  113. 2024 On-Boarding LTI Grants

    2024 On-Boarding LTI Grants As part of negotiating offer packages for Messrs. Ward, Ho, and Lakshmanan, they each received an on-boarding LTI award as outlined in the table below. The HRCC’s independent compensation consultant advised that these awards were customary in connection with recruiting new executives, and the HRCC determined that each such grant was necessary to induce the executive to accept his offer of employment, while also serving to align his interests with shareholders by giving him an immediate equity stake in the Company. The HRCC further concluded that the on-boarding grants to each of Messrs. Ward and Lakshmanan were appropriate to partially offset equity that he forfeited upon his departure from his then-prior employer. Given our low stock price and limited available equity pool at the time of grant, and consistent with our 2024 annual LTI awards, on-boarding LTI awards granted to Messrs. Ward and Lakshmanan were granted in a mix of equity and cash. Mr. Ho’s on-boarding LTI award was granted in 100% equity given that he joined the Company after our shareholders’ approval of our 2024 Equity Incentive Plan replenished our equity pool.

  114. 2024 On-Boarding LTI Grants

    2024 On-Boarding LTI Grants

  115. 2024 On-Boarding LTI Grants

    | | Time-Vested Restricted Shares | | Time-Vested Long-Term Cash | Total Target Grant Value | | NEO | No. of Shares(1)(2) | Target Grant Value(2) | Target Grant Value(3) | | | Current NEO | | | | | | Mr. Ward(1) | 912,209 | $1,250,000 | $1,250,000 | $2,500,000 | | Former NEOs | | | | | | Mr. Ho(4) | 505,051 | 650,000 | — | 650,000 | | Mr. Lakshmanan(4) | 419,862 | 750,000 | 750,000 | 1,500,000 |

  116. 2024 On-Boarding LTI Grants

    (1)Represents the number of time-based restricted shares granted to Mr. Ward on February 12, 2024, Mr. Ho on June 10, 2024, and Mr. Lakshmanan on January 8, 2024. The grant to Mr. Ward vests in four equal installments on each of the first four anniversaries of the grant date, subject to his continued employment through the relevant vesting date. The grants to each of Messrs. Ho and Lakshmanan vest in three equal installments on each of the first three anniversaries of the respective grant dates, subject to his continued employment through the relevant vesting date. (2)For purposes of these grants, we determined the number of time-vested restricted shares granted to each executive by dividing the approved total grant value by the volume-weighted average closing price of a share of our Common Shares over the 15-trading-day period ending one trading day prior to the grant date,. However, as noted previously, for purposes of reporting these awards in the "Compensation Tables—Summary Compensation Table," our shares of time-vested restricted stock are valued based on the closing price of our Common Shares on the date of grant. See footnote 2 to the "Compensation Tables—Summary Compensation Table" for more information. (3)Represents the amount of time-based long-term cash granted to Mr. Ward on February 12, 2024 and Mr. Lakshmanan on January 8, 2025, respectively. The grant to Mr. Ward vests in four equal installments on each of the first four anniversaries of the grant date, subject to his continued employment through the relevant vesting date. The grant to Mr. Lakshmanan vests in three equal installments on the first three anniversaries of the grant date, subject to his continued employment through the relevant vesting date. (4)See “—Compensation Arrangements Related to Leadership Transition” for information regarding the impact of each officer’s termination of employment on these awards.

  117. 2024 On-Boarding LTI Grants

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  118. Comparison of 2024 LTI Grants with Amounts Reported in the Summary Compensation Table

    Comparison of 2024 LTI Grants with Amounts Reported in the Summary Compensation Table The amounts reported in the 2024 “Compensation Tables—Summary Compensation Table” are in accordance with SEC requirements. As a consequence, the long-term cash awards (both performance- and time-based) granted to our NEOs in 2024, and described in detail above, are not reflected. Although this allows for comparison across companies, the HRCC has concluded that the total compensation reported in the “Compensation Tables—Summary Compensation Table” for 2024 is anomalously low for our NEOs, as it does not include the annual and on-boarding LTI awards for our NEOs in 2024. As the HRCC considers these awards when evaluating our executive compensation, it believes this could cause a misalignment of our pay-for-performance analyses for our current NEOs for 2024 and future years. Specifically, and as illustrated in the table below: •The 60% performance-based portion of our annual LTI awards were granted in cash instead of equity, and thus the 2024 Summary Compensation Table for each of our current and former NEOs excludes these amounts in accordance with SEC reporting requirements. For each of our current NEOs, the performance-based portion of our 2024 LTI awards, to the extent earned, will instead be reported as “Non-Equity Incentive Compensation” for 2027 in the Summary Compensation Table, assuming he or she is a named executive officer for the year. •Mr. Ward’s on-boarding time-based long-term cash award will be reported in four equal installments as “Bonus” compensation for each of 2025, 2026, 2027, and 2028 in a Summary Compensation Table, assuming he is a named executive officer for the relevant year.

  119. Comparison of 2024 LTI Grants with Amounts Reported in the Summary Compensation Table

    | | Target Grant Value of 2024 Long-Term Cash Awards | | Total Target Grant Value of 2024 Long- Term Cash Awards(3) | Year the Earned Amount of Long-Term Cash Will Be Reported in the Summary Compensation Table(4) | | | NEO | Time-Vested Long-Term Cash(1) | Performance-Based Long-Term Cash(2) | | | | | Current NEOs | | | | | | | Ms. Johnson | $— | $8,550,000 | $8,550,000 | | 2027 | | Mr. Stansbury | — | 3,300,000 | 3,300,000 | | 2027 | | Mr. Ward | 1,250,000 | 1,500,000 | 2,750,000 | | 2025, 2026, 2027 and 2028 | | Ms. Haynes-Gaspar | — | 1,410,000 | 1,410,000 | | 2027 |

  120. Comparison of 2024 LTI Grants with Amounts Reported in the Summary Compensation Table

    (1)Represents grants of time-vested long-term cash described above under “—2024 LTI On-Boarding Grants.” Mr. Ward is the only current NEO with such an award and, assuming he is employed through the relevant vesting date and is a named executive officer for the relevant year, one-quarter of the target amount (i.e., $312,500) will be reported as “Bonus” compensation for the year earned. (2)Represents the target amount of grants of performance-based long-term cash described above under “—2024 Annual LTI Grants.” Any amount earned will be reported as “Non-Equity Incentive Compensation” for 2027 for any of the current NEOs who is a named executive officer for the year. (3)Represents the aggregate target amount of time-vested and performance-based long-term cash awards described in footnotes 1 and 2. These amounts are not reported in the 2024 “Summary Compensation Table.” Had they been awarded in equity instead, the total compensation for each of our NEOs would be higher than the amounts reported in the “Summary Compensation Table.” (4)Represents the year any earned amount of long-term cash awards will be reportable in the "Compensation Tables—Summary Compensation Table."

  121. Comparison of 2024 LTI Grants with Amounts Reported in the Summary Compensation Table

    | | | 93 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  122. Outstanding Performance-Based LTI Awards

    Outstanding Performance-Based LTI Awards As of December 31, 2024 and as illustrated in the table below, we had three outstanding tranches of LTI awards, granted in 2022, 2023, and 2024, with overlapping three-year performance periods and performances metrics of Relative TSR, Cumulative Adjusted EBITDA, or Cumulative Free Cash Flow.

  123. Outstanding Performance-Based LTI Awards

    | Grant Year | Performance Period | Metric Weighting | 2022(1) | 2023(2) | 2024 | 2025 | 2026 | | 2022(3) | 2022-2024 | 50% | 3-YR Cumulative Adjusted EBITDA | | | | | | | | | | | | | | | | | 50% | 3-YR Relative TSR Modifier | | | | | | | | | | | | | | | 2023 | 2023-2025 | 50% | | 3-YR Cumulative Adjusted EBITDA(4) | | | | | | | 50% | | 3-YR Relative TSR | | | | | | | | | | | | | | 2024 | 2024-2026 | 50% | | | 3-YR Cumulative Free Cash Flow | | | | | | 50% | | | 3-YR Relative TSR | | | | | | | | | | | |

  124. Outstanding Performance-Based LTI Awards

    (1)The sale our Latin American and 20-state ILEC businesses, which were completed in August 2022 and October 2022, respectively, occurred during the first year of the three-year performance period for our outstanding 2022 LTI awards. For more information on these sales, see Note 2—Divestitures of the Latin American, ILEC and EMEA Business— to the consolidated financial statements included in Item 8 of Part II of our Annual Report on Form 10‑K for the year ended December 31, 2024. (2)The sale our CDN and EMEA businesses, which were completed in October and November 2023, respectively, occurred during the second and first year of the three-year performance period for our outstanding 2022 and 2023 LTI awards, respectively. For more information on the sale of our EMEA business, see Note 2—Divestitures of the Latin American, ILEC and EMEA Business— to the consolidated financial statements included in Item 8 of Part II of our Annual Report on Form 10‑K for the year ended December 31, 2024. (3)For more information on (i) our 2022 PBRS targets, including adjustments to the three-year Cumulative Adjusted EBITDA target, as permitted under our Incentive Program Guidelines, and (ii) below threshold 0% payout, see “—LTI Linkage to Performance—No Payouts Under 2022 PBRS Awards” below. (4)For 2023 PBRS, when the three-year Cumulative Adjusted EBITDA target was set in the first quarter of 2023, the Company assumed its then-pending divestiture of its EMEA business would close on January 1, 2024. The sale our EMEA business was actually completed in November 2023. The HRCC approved adjustments to the targets against which the 2023 LTI awards would be measured to prevent holders of PBRS from receiving an unintended penalty from the accelerated closing.

  125. LTI Linkage to Performance—No Payouts Under 2022 PBRS Awards

    LTI Linkage to Performance—No Payouts Under 2022 PBRS Awards In early 2022, the HRCC approved 2022 PBRS awards(1) to approximately 1,600 employees, senior, and executive officers based on two equally-weighted metrics (Cumulative Adjusted EBITDA and Relative TSR) over a three-year period ending December 31, 2024. As described in greater detail below, we achieved below threshold performance against the target for both metrics, resulting in 0% payout and forfeiture of all 2022 PBRS awards. (1)For further discussion on our 2022 LTI Awards, see our 2023 proxy statement.

  126. LTI Linkage to Performance—No Payouts Under 2022 PBRS Awards

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  127. Cumulative Adjusted EBITDA Metric (weighted 50%)

    | | Target Amount of Adjusted EBITDA(1) | Payout as a % of Target Award | Results: | | | Maximum | ≥ $20,471 million | 200% | $15,563 million(2) (below threshold) | ACHIEVED PAYOUT OF 0% | | Target(2) | $17,801 million | 100% | | | | Threshold | $16,021 million | 50% | | | | Below Threshold | < $16,021 million | 0% | | |

  128. Relative TSR Metric (Weighted 50%)

    Relative TSR Metric (Weighted 50%) We achieved TSR of -46.5% for the three-year period ending December 31, 2024, which was below the 25th percentile of -13.93% and threshold performance for our peer group.

  129. Relative TSR Metric (Weighted 50%)

    | | Relative TSR Performance | Payout as a % of Target Award | Results: | | | Maximum | ≥ 75th Percentile | 200% | -46.5% (below threshold) | ACHIEVED PAYOUT OF 0% | | Target | 50th Percentile | 100% | | | | Threshold | 25th Percentile | 50% | | | | Below Threshold | < 25th Percentile | 0% | | |

  130. All Outstanding 2022 PBRS Forfeited

    | | Performance-Based Restricted Shares or RSUs | | | NEO | Target No. of Shares | Target Grant Value | | Current and Former NEOs | | | | Mr. Stansbury | 236,435 | $2,610,000 | | Mr. Goff(1) | 112,652 | $1,200,000 | | All other holders as a group (1,001 persons) | 2,892,547 | $31,987,216 | | Overall Total | 3,241,634 | $35,797,216 |

  131. LTI Governance of Share Usage

    LTI Governance of Share Usage On a quarterly basis, the HRCC reviews our equity pool available for future grants and share usage, burn rate, dilution and overhang levels, for the following one- and three-year periods and compared to industry benchmark levels. Historically, our awards have been awarded in the form of equity; however, the decline in our stock price put increased pressure on our ability to incentivize our senior leadership team and employees through equity awards. As described in greater detail and illustrated in the table below, in an effort to manage our share usage, burn rate, dilution, and overhang levels, the HRCC modified the structure of LTI grants, beginning in 2023, by granting portions of annual, on-boarding, and special LTI awards for our senior leadership team and employees below the executive level in cash. We always intended our use of cash LTI awards to be a temporary measure, and as a result of the replenishment of our equity pool in May 2024 and increased share price, in March 2025 we granted our 2025 annual LTI awards in 100% equity for our senior leadership team and a mix of 50% equity and 50% cash for our employees below the executive level. We intend to discontinue to use of cash awards for our employees below the executive level when circumstances warrant.

  132. LTI Governance of Share Usage

    | | | | Structure of LTI Grants(1) | | | Year | Year-over-Year Change to LTI Structure | Grant Reason | Senior Leadership Team | Employees Below the Executive Level | | 2022 | In 2022, consistent with past practice, all LTI awards were granted in equity. We experienced a slight increase in our 2022 burn rate following the decline in our stock price after announcing the elimination of our dividend. | Annual Grants | | | | | | On-Boarding and Special Grants | | | | 2023 | In an effort to manage our share usage, burn rate, dilution, and overhang levels, the HRCC modified the structure of our annual LTI awards in 2023, granting 100% of LTI awards in cash for employees below the executive level and continuing to award 100% equity to our senior leadership team. As a result, our 2023 burn rate was below both our 2022 burn rate and benchmark levels. | Annual Grants | | | | | | On-Boarding and Special Grants | | | | 2024 | As explained above, in response to the further decline in our stock price and limited equity pool available in early 2024 and in an effort to minimize shareholder value dilution, the HRCC further modified the 2024 LTI awards for our senior leadership team by granting 60% of their annual and 50% of their on-boarding(2) LTI awards in cash, and continued to grant 100% of LTI awards for employees below that level in cash. Our 2024 burn rate was below benchmark levels. In May 2024, our shareholders approved our new 2024 Equity Incentive Plan and replenished our equity pool with 43 million shares, which gave the HRCC the flexibility to reinstate equity-based awards. | Annual Grants | | | | | | On-Boarding and Special Grants | | | | 2025 | In early 2025, in an effort to strengthen the alignment with our shareholders’ interests while continuing to manage our share usage, burn rate, dilution, and overhang levels, the HRCC granted our 2025 annual awards in 100% equity for our senior leadership team and 50% for employees below the executive level, with the remaining 50% granted in cash. | Annual Grants | | | | | | On-Boarding and Special Grants | | |

  133. LTI Governance of Share Usage

    (1)The structure of our 2024 LTI grants are based on a mix of equity and cash as illustrated in the table above (2)For the reasons described elsewhere herein, the on-boarding grant for Mr. Ho was awarded in 100% equity.

  134. LTI Governance of Share Usage

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  135. Goal Setting Process and Incentive Program Guidelines

    Goal Setting Process and Incentive Program Guidelines

  136. Incentive Program Guidelines

    Incentive Program Guidelines While the performance objectives and targets under our incentive programs are designed to measure objective performance over a specified period of time, the HRCC may make certain adjustments to our performance calculations. To provide structure and promote fairness in addressing such situations, the HRCC has adopted Guidelines on Administering Incentive Plans (our “Incentive Program Guidelines”) to aid the HRCC’s goal of reaching equitable STI and LTI payout decisions that align performance with our targets and, ultimately, our corporate strategy. As described in the table below, our Incentive Program Guidelines provide three types of potential adjustments to our STI or LTI metrics that can affect the overall payout. Mandatory Adjustments. The first type of adjustment occurs after completion of each performance period in conjunction with the HRCC’s review of the financial results and assumptions, and requires the HRCC to make adjustments to eliminate the effects of acquisitions or divestitures and certain other unanticipated events specified in our Incentive Program Guidelines that correspond closely, but not exactly, with the “Non-GAAP Special Items” financial trending schedule included in our earnings release for the corresponding performance period.

  137. Incentive Program Guidelines

    | | | 97 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  138. Incentive Program Guidelines

    These adjustments are necessary to measure our performance results in the same manner the targets were set and may require the HRCC to adjust (1) our STI targets or performance results and (2) our three-year LTI targets established under the performance-based portion of our annual LTI grants. Discretionary Adjustments. The second type of adjustment provides the HRCC with discretionary authority to adjust STI and LTI performance results based on any other “extraordinary, unusual, or non-recurring transactions or items” to prevent award payouts from being unfairly impacted by such items. The adjustments may be positive or negative and will only be made if the events were not known on the date the performance goals were established or were not reflected in the forward-looking financial information used to set such goals. Traditionally the HRCC has used this discretionary authority infrequently and principally to adjust for foreign currency fluctuations necessary to measure our performance results in the same manner the targets were set. Discretionary Adjustments to STI Payout Percentages. The third type of adjustment, as discussed in greater detail above under “—2024 Short-Term Incentive Program,” provides the HRCC with discretionary authority to adjust STI payouts. These discretionary adjustments may be made as either a specific feature of a given year’s STI plan established in advance (for example, the capped individual performance modifier included in our 2024 plan design) or as equitable adjustments made in arrears in connection with the HRCC’s approval of final STI payouts.

  139. Incentive Program Guidelines

    | Adjustments Under Our Guidelines For Performance Periods Ending December 31, 2024 | 2024 STI | 2022 PBRS | | Mandatory Adjustments | | | | •See Appendix A for details on the Non-GAAP Special Items previously reported in our February 4, 2025 earnings release | | | | •We adjusted our three-year cumulative Adjusted EBITDA targets for our 2022 LTI Awards to reflect the net impact of charges and credits related to the sale of our Latin American, 20-state ILEC, EMEA and CDN businesses, which were not anticipated when targets were set | n/a | | | Discretionary Adjustments | | | | •We adjusted the performance results to true-up the bonus accruals for adjusted EBITDA in our three-year cumulative adjusted EBITDA in our 2022 LTI Awards | | | | •As discussed throughout this CD&A, we adjusted the targets for revenue and adjusted EBITDA in our 2024 STI Plan, so that they were based on the sum of two distinct six-month periods, which the HRCC determined was necessary to prevent the STI payouts from being unfairly impacted by our mid-year change in strategy that necessitated increased investments during 2024 not anticipated when the STI grants were originally made in early 2024 | | n/a | | •We adjusted the performance results to eliminate the effect of foreign currency fluctuations for three-year cumulative adjusted EBITDA in our 2022 LTI Awards | n/a | | | Discretionary Adjustments to STI Payout Percentages | | | | •No discretionary adjustments were made to the payout percentages for our 2024 STI Plan, other than negative adjustments for terminated executives | | n/a |

  140. Incentive Program Guidelines

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  141. Annual Compensation Package

    Annual Compensation Package Mr. Ward’s initial annual compensation package consisted of: •Base salary of $675,000;(1) •Target annual short-term incentive (STI) opportunity of 100% of base salary; •Target annual long-term incentive (LTI) opportunity of $2,500,000;(2) and •Retirement and health and welfare benefits generally available to all employees. ____________________ (1)Following an expansion in his scope of responsibilities, Mr. Ward’s salary was increased to $750,000 on August 30, 2024. For more information see “—Base Salary” above. (2)Following an expansion in his scope of responsibilities, Mr. Ward’s long-term incentive opportunity was increased to $3,250,000, effective for his 2025 annual LTI award. For more information see “—2024 Long-Term Incentive Compensation” above.

  142. On-Boarding Awards

    On-Boarding Awards In addition, the HRCC approved certain on-boarding awards described below. Based on information provided by its independent compensation consultant, the HRCC determined that these awards were customary for executive on-boarding pay packages and, in this case, were necessary to induce Mr. Ward to join the Company. •Cash award of $1,000,000 to offset equity and annual bonus that Mr. Ward forfeited upon termination from his prior employer. This cash award was paid upon his joining the Company, subject to a “clawback” if Mr. Ward resigns or is terminated by the Company for “cause” (as defined in our Executive Severance Plan) before the two-year anniversary of his start date. •LTI award valued at $2,500,000 to offset equity that Mr. Ward forfeited upon termination from his prior employer while aligning his interests with shareholders by providing an immediate equity stake in the Company and retention. Based on the limited equity pool available at his time of hire, the HRCC determined that these awards would be granted in the form of 50% time-based restricted stock and 50% time-based cash, in each case vesting in four equal annual installments, subject to continued service.(1) (1)For more information see “—2024 Long-Term Incentive Compensation” above.

  143. Annual Compensation Package

    Annual Compensation Package Mr. Ho’s initial annual compensation package consisted of: •Base salary of $700,000; •Target annual short-term incentive (STI) opportunity of 100% of base salary; •Target annual long-term incentive (LTI) opportunity of $2,250,000,(1) beginning in 2025; and •Retirement and health and welfare benefits generally available to all employees. ____________________ (1)For 2024, Mr. Ho received a prorated long-term incentive award of $1,125,000, which is one-half of target annual LTI opportunity, awarded in a mix of 40% time-vested restricted stock and 60% performance-based long-term cash.

  144. On-Boarding Awards

    On-Boarding Awards In addition, the HRCC approved certain on-boarding awards described below. Based on information provided by its compensation consultant, the HRCC determined that these awards were customary for executive on-boarding pay packages and, in this case, were necessary to induce Mr. Ho to join the Company. •Cash award of $650,000, which was paid upon his joining the Company, subject to a “clawback” if Mr. Ho resigned or was terminated by the Company for cause before the two-year anniversary of his start date. •Equity award valued at $650,000 consisting of time-vested restricted stock, vesting in three equal annual installments, subject to continued service, which aligned his interests with shareholders by providing an immediate equity stake in the Company.

  145. Forfeited LTI Awards

    Forfeited LTI Awards Upon the termination of Mr. Ho’s employment on February 7, 2025, and in accordance with the terms of the awards, his outstanding on-boarding equity award and prorated annual 2024 LTI award, with target grant values of $650,000 and $1,125,000, respectively, were forfeited in their entirety. For more information see “—2024 Long-Term Incentive Compensation” above.

  146. Compensation Paid and Severance Compensation to Be Paid to Satish Lakshmanan, our former EVP, Chief Product Officer

    Compensation Paid and Severance Compensation to Be Paid to Satish Lakshmanan, our former EVP, Chief Product Officer Mr. Lakshmanan joined the Company on January 8, 2024 as our EVP Chief Product Officer. Mr. Lakshmanan joined us from Amazon Web Services where he managed Artificial Intelligence Services. He had tremendous experience in developing and growing world-class products and services, while helping businesses speed up their digital transformation.

  147. Annual Compensation Package

    In addition, to partially offset amounts that Mr. Lakshmanan forfeited upon his departure from his prior employer, the HRCC approved certain on-boarding awards described below. Based on information provided by its compensation consultant, the HRCC determined that these awards were customary for executive on-boarding pay packages and, in this case, were necessary to induce Mr. Lakshmanan to join the Company. •Cash award of $1,400,000 to offset equity and annual bonus that Mr. Lakshmanan forfeited upon termination from his prior employer. This cash award was paid upon his joining the Company, subject to a “clawback” if Mr. Lakshmanan resigned or was terminated by the Company for cause before the two-year anniversary of his start date. Mr. Lakshmanan was terminated, not for cause, on August 30, 2024, thus this cash award was not subject to the clawback. •LTI award valued at $1,500,000 to offset equity that Mr. Lakshmanan forfeited upon termination from his prior employer while aligning his interests with shareholders by providing immediate equity stake in the Company and retention. Based on the limited equity pool available at his time of hire, the HRCC determined that these awards would be granted in the form of 50% time-based restricted stock and 50% time-based cash, vesting in three equal annual installments, subject to continued service.

  148. Severance Compensation

    Severance Compensation As described further below, Mr. Lakshmanan was involuntarily terminated on August 30, 2024. In exchange for Mr. Lakshmanan’s delivery of a release of claims in connection with his termination, he received the following compensation and benefits payments under our pre-existing Executive Severance Plan and broad-based programs for our employees: •Cash severance payment of $1,100,000;(1) •COBRA benefits for 52 weeks;(1) and •a prorated annual bonus for 2024 based on actual company performance payout.(2) ____________________ (1)For more information see “—Other Benefits—Severance Benefits” below. (2)For more information see “—2024 Short-Term Incentive Program” above.

  149. Forfeited LTI Awards

    Forfeited LTI Awards Effective upon the involuntary termination of Mr. Lakshmanan’s employment on August 30, 2024, and in accordance with the terms of the awards, his outstanding on-boarding and annual 2024 LTI awards (equity and cash), each with a target grant value of $1,500,000, were forfeited in their entirety. For more information see “—2024 Long-Term Incentive Compensation” above.

  150. Severance Compensation to Be Paid to Stacey Goff, our former EVP, General Counsel & Secretary

    Severance Compensation to Be Paid to Stacey Goff, our former EVP, General Counsel & Secretary As described further below, after 26 years of service, Mr. Goff’s employment ended on August 2, 2024.

  151. Severance Compensation

    Severance Compensation Mr. Goff joined the Company in 1998 and was named an executive officer in 2009. Over his 26 years of service, he played a key role in countless acquisitions, helping to transition the Company towards the future and shape the Company to address the rapidly evolving needs of our customers. In November 2023, our CEO initiated a search to replace Mr. Goff and following the hiring of his successor on June 10, 2024, Mr. Goff assisted his successor in completing pending projects related to the restructuring of our debt and our PCF partnerships.

  152. Severance Compensation

    | | | 101 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  153. Severance Compensation

    In exchange for Mr. Goff’s delivery of a release of claims in connection with his involuntary termination, he received the following compensation and benefits payments under our pre-existing Executive Severance Plan and broad-based programs for our employees: •Cash severance payment of $1,540,000;(1) •COBRA benefits for 52 weeks;(1) and •a prorated annual bonus for 2024 based on actual company performance payout.(2)

  154. Impact on LTI Awards

    Impact on LTI Awards In addition, in recognition of his prior service and conditioned on his delivery of a release of claims, the HRCC approved the following treatment for a portion of his outstanding equity: •Accelerated vesting of 181,832 outstanding time-based restricted stock granted to him in 2022 and 2023. •Retention of a prorated portion (304,738 target shares) of his outstanding performance-based restricted stock granted to him in 2022 and 2023, which remained subject to their original performance conditions and vesting dates. His remaining outstanding equity, consisting of performance-based restricted stock (167,751 target shares), was forfeited upon his termination. ____________________ (1)For more information see “—Other Benefits—Severance Benefits” below. (2)For more information see “—2024 Short-Term Incentive Program” above.

  155. Change of Control Arrangements

    Change of Control Arrangements We have agreed to provide cash and other severance benefits to each of our executive officers under certain specified circumstances following a “change of control” of Lumen (generally: (1) any person becoming the beneficial owner of 30% or more of the outstanding Common Shares; (2) a majority of our directors being replaced; (3) consummation of certain mergers, substantial asset sales, or similar business combinations; or (4) approval by the shareholders of a liquidation or dissolution of the Company).

  156. Change of Control Arrangements

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  157. Change of Control Arrangements

    Under these agreements, change of control benefits are payable to our executive officers if, within a certain specified period following a change of control (referred to as the “protected period”), the officer is terminated without “cause” or resigns with “good reason.” The table below shows (1) the length of the “protected period” afforded to officers following a change of control and (2) the multiple of annual cash compensation and years of health and welfare benefits to which our officers will be entitled if change of control benefits become payable under our agreements:

  158. Change of Control Arrangements

    | | Protected Period | Multiple of Annual Cash Compensation(1) | Years of Welfare Benefits | | CEO | 2 years | 2.5 times | 2 years | | Other Executives | 1.5 years | 2 times | 2 years | | Other Officers | 1 year | 1 time | 1 year |

  159. Change of Control Arrangements

    (1)Annual cash compensation for these purposes is equal to the sum of (i) his or her base salary in effect at the date of termination and (ii) for the CEO, her target STI bonus for the year in which the termination occurs, and, for other executives and officers, the average of her or her STI bonuses for the three years immediately preceding the year in which the termination occurs Each is also entitled to: (1) the officer’s STI bonus for the year of termination, based on actual performance and the portion of the year served; and (2) outplacement assistance for one year. For purposes of these change of control agreements: •“cause” means the officer’s: (1) willful breach of the provisions of his or her change of control agreement pertaining to nondisclosure of confidential information, non-solicitation, non-disparagement, and, where permitted by law, non-competition; (2) conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving dishonesty or moral turpitude; (3) workplace conduct resulting in the payment of civil monetary penalties or the incurrence of civil non-monetary penalties that will materially restrict or prevent him or her from discharging his or her obligations to us; (4) habitual intoxication during working hours or habitual abuse of, or addiction to, a controlled substance; (5) material breach of Board-adopted policies applicable to management conduct; (6) participation in the public reporting of any information contained in any report filed by us with the SEC that was impacted by him or her knowing or intentional fraudulent or illegal conduct; or (7) substantial, willful, and repeated failure to perform his or her duties as instructed by. or on behalf of, the Board in writing; and •“good reason” means: (1) any failure of ours to provide the officer with a position, authority, duties, and responsibilities at least commensurate in all material respects with the most significant of those held, exercised, and assigned by him or her at any time during the 180-day period immediately preceding the change of control; (2) any action that results in a diminution in any material respect in such position, authority, duties, or responsibilities; (3) a reduction of his or her base salary in effect as of the date of the change of control without her consent (except for across-the-board salary reductions similarly affecting all or substantially all similarly-situated officers); (4) he or she is advised of, manifests an awareness of, or becomes aware of facts that would cause a reasonable person to inquire into any failure in any material respect by us to comply with any of the provisions of his or her change of control agreement; or (5) any directive requiring him or her to be based at any office or location more than 50 miles from the office at which she was based immediately prior to the change of control or requiring him or her to travel on business to a substantially greater extent than required immediately prior to the change of control, subject in each case to our right to cure. For more information on change of control arrangements applicable to our executives, including our rationale for providing these benefits, see “Compensation Tables—Potential Termination Payments—Payments Made Upon a Change of Control.” For information on change of control severance benefits payable to our junior officers and managers, see “—Severance Benefits” in the next subsection below.

  160. Change of Control Arrangements

    | | | 103 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  161. Severance Benefits

    Severance Benefits Over a decade ago, we adopted an Executive Severance Plan to support our management during transitions and demonstrate our commitment to responsible corporate practices. Under our Executive Severance Plan, if an executive officer is involuntarily terminated by us without “cause” or resigns without “good reason,” in each case in the absence of a “change of control,” he or she will receive (i) cash severance payments equal to a multiple of total targeted cash compensation, (ii) subsidized COBRA payments for a period of time, (iii) if employed for at least three months during the year of termination, a prorated annual bonus for the year of termination based on actual performance, and (iv) outplacement assistance. Severance benefits in connection with a qualifying termination related to a change of control are governed by each officer’s change of control agreement and described above. The table below shows the multiple of total targeted cash compensation and years of COBRA benefits to which the executive officer will be entitled upon a qualifying termination, which benefits are subject to the officer’s execution of a release of claims in our favor and continued compliance with any applicable restrictive covenants:

  162. Severance Benefits

    | | Multiple of Total Targeted Cash Compensation(1) | Years of COBRA | | CEO | 2 times | 1 year | | Other Executives and Senior Officers | 1 time | 1 year |

  163. Severance Benefits

    (1)Total targeted cash compensation for these purposes is equal to the sum of (i) his or her base salary and (ii) his or her target STI bonus opportunity in effect at the date of termination. Under our Executive Severance Plan: •“cause” means the employee’s: (1) failure to substantially comply with supervisor directives, including directives related to job performance; (2) misconduct; (3) conduct that violates our ethics and compliance program, including our Code of Conduct; (4) conduct that is injurious to our reputation, customer relationships, employees, or finances; (5) act(s) that, if proven in a court of law, would constitute a felony crime; (6) act(s) of dishonesty, fraud, or moral turpitude; or (7) violation of any of the restrictive covenants found in the plan (e.g., with respect to misuse of our proprietary information, competing with us while an employee or during the 12 months after termination, and inducing our employees or customers to terminate their relationship with us or provide services to one of our competitors while an employee or during the 12 months after termination); and •“good reason” means an employee’s resignation following our offer to him or her of a “non-comparable position (i.e., one offered as part of a reduction in headcount or certain corporate transactions like a sale that do not constitute a change of control which would result in the employee having to relocate by more than 50 miles in driving distance or has a total targeted compensation that is 90% or less than his or her then-current total targeted compensation), subject to our right to cure. Under a policy that we adopted in 2012, we have committed to seek shareholder approval of any future senior executive severance agreements providing for cash payments, perquisites, and accelerated health and welfare benefits with a value greater than 2.99 times the sum of the executive’s base salary plus target bonus.

  164. Forfeiture and Clawback of Incentive Compensation

    Forfeiture and Clawback of Incentive Compensation Our Corporate Governance Guidelines authorize the Board to recover, or “clawback,” compensation from an executive officer if the Board determines that any bonus, incentive payment, equity award or other compensation received by the executive was based on any financial or operating result that was impacted by the executive’s knowing or intentional fraudulent or illegal conduct. To date, no NEOs have been subject to any clawbacks. Equity Compensation. For all of our outstanding equity awards, all recipients of our LTI grants have been required to contractually agree to forfeit their awards if, at any time during their employment with us or within 18 months after termination of employment, they engage in activity contrary or harmful to our interests. For unvested equity compensation, the recipient would forfeit any rights to future vesting of equity awards. We can clawback previously vested equity by requiring the recipient to return to us any cash, securities, or other assets received by him or her upon the sale of Common Shares he or she acquired through prior equity awards. Short-Term Incentive Compensation. Our STI Program contains substantially similar forfeiture provisions under which the recipient would forfeit any rights to future payments of certain STI awards if, at any time during his or her employment with us (or after termination of employment and prior to the payment of the prior year’s STI bonus), her or she engages in activity contrary or harmful to our interests. Dodd-Frank Clawback Policy. In compliance with NYSE listing standards and final SEC rules under the Dodd-Frank Act, effective October 2, 2023, the HRCC and Board adopted the Policy for the Recovery of Erroneously Awarded Compensation (the “Dodd-Frank Clawback Policy”) that requires Lumen to recoup cash and/or equity incentive compensation paid in the event of certain accounting restatements that correct an error in the Company’s financial statements. The Dodd-Frank Clawback Policy operates in addition to our other forfeiture and clawback policies and plan or award provisions described above.

  165. Use of Employment Agreements

    Use of Employment Agreements We have a long-standing practice of not providing traditional employment agreements to our officers and none of our executives has an employment agreement. However, we do from time to time enter into initial employment offer letters with prospective new employees, including executive officers, some of which include future commitments on our part. The offer letter, dated September 12, 2022, we entered into with Ms. Johnson in connection with her initial appointment as our CEO contains certain commitments by the Company with respect to the impact of termination on her equity awards, which end on the third anniversary of her start date and are described in greater detail under “Compensation Tables—Potential Termination Payments.” Her offer letter also entitles her to certain personal use of private aircraft, as described under “—Perquisites” above.

  166. Equity Grant Timing Practices

    Equity Grant Timing Practices 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.

  167. Equity Grant Timing Practices

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  168. Role of Compensation Consultants

    Role of Compensation Consultants The HRCC engages an independent compensation consultant to assist in the design and review of our executive compensation programs, to determine whether the HRCC’s philosophy and practices are reasonable and compatible with prevailing practices and to provide guidance on specific compensation levels based on industry trends and practices. Semler Brossy Consulting Group, LLC (Semler Brossy) began serving as the HRCC’s independent compensation consultant in July 2021 and during 2024 attended all of the HRCC’s meetings. Semler Brossy supported the HRCC and management by providing external market data and advising on industry trends and best practices. Semler Brossy actively participated in the design, development, and recalibration of our 2024 incentive programs and partnered with management on monitoring our share usage, burn rate, dilution, and overhang levels and the shift to performance-based long-term cash for our 2024 LTI awards. Semler Brossy also supported the HRCC in developing the compensation packages for the incoming and outgoing members of our senior leadership team. After conducting a nationwide search, in December 2024, the HRCC engaged Compensia Inc. (Compensia) as its new independent compensation consultant, replacing Semler Brossy. Compensia participated in our HRCC meetings in February 2025, advising and participating in the design and development of our 2025 executive compensation programs. Neither Semler Brossy nor Compensia provides or provided any other services to the Company and neither has or had a prior relationship with any of our NEOs. As required by SEC rules and NYSE listing standards, the HRCC assessed the independence of both Semler Brossy and Compensia and concluded that each firm’s work has not raised any conflicts of interest.

  169. Role of Peer Companies

    Role of Peer Companies In the second half of each year, with assistance from its independent consultant, the HRCC determines the “peer groups” to be used by Lumen for purposes of assessing the compensation for our senior officers (Compensation Benchmarking Peer Group) and our total shareholder return performance (TSR Peer Group), which informs decisions regarding our executive pay programs and compensation decisions for the following year.

  170. Compensation Benchmarking Peer Group

    Compensation Benchmarking Peer Group Annually, with the assistance of its independent compensation consultant and management, the HRCC reviews and approves the Compensation Benchmarking Peer Group—a list of peer companies we use in the competitive market analyses of compensation for our NEOs and other senior officers. We believe that our Compensation Benchmarking Peer Group should reflect Lumen’s industry, organizational complexity, and market for management talent. However, we believe the list of direct peers is limited because few, if any, other communications companies are similarly sized and similarly configured in terms of their lines of business, markets, and customers.

  171. Compensation Benchmarking Peer Group

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  172. Compensation Benchmarking Peer Group

    Further, as we continue to evolve into a technology-focused networking company, our employee base, peer group, and compensation programs are also evolving. Although in the past we had considerable success in attracting and retaining talent with fiscally prudent market-based pay packages, we now compete with software and other technology-focused companies for a more limited pool of leadership talent. As a result, the individuals in that limited candidate pool, who frequently have unique talents and expertise, are able to command much higher levels of compensation than what we have paid historically, making executive recruitment and retention more challenging. To address these challenges, the HRCC reviews and approves the list of companies that compose our Compensation Benchmarking Peer Group during a two-step process. In the first step, we use the framework below to capture companies that are comparable in size and have similar business strategies and financial models, recognizing that there are very few, if any direct peers. The following attributes are reviewed and screened in order of importance:

  173. Compensation Benchmarking Peer Group

    | Screening Process | Analysis of Screening Process | | Primary Screen •Revenues (target between one-half and two times our revenue) •Market capitalization (target between one-third and three times our market cap) Secondary Screen •Assets (target between one-third and three times our assets) •Enterprise value (target between one-third and three times our enterprise value) Qualitative Screen •Focus on companies with a growth strategy similar to Lumen as it transitions away from its traditional telecom business to its enterprise technology business •Disclosed peer of peers •Reverse peers •Peer group selected by proxy advisors | •There are a limited number of potential peer companies with comparable revenues, so the annual revenue for some of our peers are more or less than our targeted multiple. Notwithstanding that, our revenue is well positioned compared to the median of our peers, at the 47th percentile. Additionally, each company in our Compensation Benchmarking Peer Group is engaged in a line of business conducted by us, and is included in the peer of peers and proxy advisor peer screens, which further supports their inclusion in such group. •There are very few peers with market capitalization similar to ours. The HRCC, in agreement with its independent consultant, believes revenue is a more appropriate, stable, and common metric for sizing and selecting peer groups and is a better measure for assessing organizational complexity. •The HRCC believes the use of the median, and not the average, for competitive market data mitigates the inclusion of both larger and smaller peer companies. | | Outcomes from Screening Process | | | 2024 Compensation Benchmarking Peer Group In August 2023, based on the results of the screening process and input from HRCC’s independent consultant, the HRCC reviewed the 2023 Compensation Benchmarking Peer Group of 14 companies and approved its use without change as the 2024 Compensation Benchmarking Peer Group. 2025 Compensation Benchmarking Peer Group In August 2024, based on the results of the screening process and input from HRCC’s independent consultant, the HRCC reviewed the 2024 Compensation Benchmarking Peer Group of 14 companies and, with the following changes, approved the 14 companies in our 2025 Compensation Benchmarking Peer Group: •Removals (3 Companies). DISH network and VMWare were each acquired in late 2023, and as a result, their pay data was no longer available. Charter Communications, Inc. remained a direct competitor in the traditional fiber and broadband business and named Lumen as its peer; however, it exceeded all four of our financial screening criteria and was no longer considered a peer of Lumen by proxy advisory firms. •Additions (3 Companies). EchoStar Corporation, NetApp, Inc., and Frontier Communications each have significant overlap with Lumen’s business strategy and are comparable to Lumen based upon the financial screening criteria. | |

  174. Compensation Benchmarking Peer Group

    | | | 109 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  175. Compensation Benchmarking Peer Group

    For our Primary Screen, with respect to both our 2024 and 2025 Compensation Benchmarking Peer Group, Lumen was positioned at the 47th percentile in terms of revenue and below the 5th percentile of market capitalization as of May 2023 and July 2024, respectively. Given the decline in our share price over the last few years, which we hope to be temporary while we execute on our transformation, we placed greater weighting on our Secondary Screen of assets for our 2024 and 2025 Compensation Benchmarking Peer Group, with respect to which we were positioned at the 49th and 50th percentiles as of May 2023 and July 2024, respectively. In the second step, the HRCC’s independent compensation consultant calculates median salaries for our senior officer positions using compensation data publicly disclosed by members of the Compensation Benchmarking Peer Group and, for executive positions with no publicly-disclosed compensation data, the HRCC reviews compensation survey data for companies in the telecommunications industry and general industry that are generally similar to us in size. Then, the HRCC compares the compensation of each of our senior officers to the median compensation of comparable officers derived from such market analysis to determine if our senior officers are being paid below, at, or above “market” rates. The HRCC used median compensation data derived from its analysis of pay by members of our 2024 Compensation Benchmarking Peer Group to inform its compensation decisions and offer packages for our senior officers throughout 2024. For more information see “Section Four—Compensation, Design, Awards and Payouts for 2024” above. Once established, we believe that a well-selected peer group for compensation benchmarking should remain in use for several years to help inform reliable and consistent market positioning, longer-term pay trends, and market practices. Our Compensation Benchmarking Peer Group is summarized in the table following discussion of our TSR Peer Group below.

  176. TSR Peer Group

    TSR Peer Group We separately maintain a TSR Peer Group for purposes of measuring our relative stock price performance, which impacts payouts under our LTI grants. As discussed above, our Compensation Benchmarking Peer Group is somewhat constrained by the number of companies based on revenue, enterprise value, and market capitalization. However, our TSR Peer Group is composed of a broader universe of companies we believe investors are considering when evaluating whether to invest in Lumen or our industry because profiles of investment opportunity and risk are likely to be more important to an investor than company size.

  177. TSR Peer Group

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  178. TSR Peer Group

    In November 2023, in preparation for the 2024 LTI grant, the HRCC’s independent compensation consultant collaborated with management as part of an evaluation process to identify and screen relevant public companies to determine our TSR Peer Group, with the desired result of at least 15 to 20 peer companies, as follows:

  179. TSR Peer Group

    | Screening Process | Analysis of Screening Process | | Primary Screen •The primary consideration when selecting our TSR Peer Group for 2024 was the need to have peers with similar industry, business, and risk profiles as ours •Start with a universe of potential similar industry peers with technology, telecommunications, cable, and satellite services and various technology industries within our GICS industry and sub-industry Secondary Screen •Conduct a historical stock price correlation between Lumen and a potential peer universe based on the industry sectors identified •Perform back-testing on historical stock performance (including TSR and Beta and impacts of macroeconomic factors that would impact all companies similarly) Qualitative Screen •Focus on companies with a growth strategy similar to Lumen as it transitions away from its traditional Telecom business to Enterprise Technology •Disclosed peer of peers •Reverse peers •Review disclosed compensation peer group by proxy advisors | •The analysis of our 2024 TSR Peer Group started with a review of our 2023 TSR Peer Group. •Given the Company's strategic shift and recent stock price volatility, our independent compensation consultant recommended Lumen should maintain the TSR peer group for the following cycle and reevaluate the comparator group approach more holistically for 2025, as Lumen's use of a custom peer group remains uncommon among peers and across the broader industry. | | Outcomes from Screening Process | | | 2024 TSR Peer Group In August 2023, based on the results of the screening process and input from HRCC’s independent consultant, the HRCC reviewed the 2023 TSR Peer Group of 15 companies and approved its use without change as our 2024 TSR Peer Group. DISH Network Corp was subsequently acquired by EchoStar Corporation and was then excluded from our 2024 TSR Peer Group. 2025 TSR Peer Group In November 2024, based on the results of the screening process and input from HRCC’s independent consultant, the HRCC reviewed the 2024 TSR Peer Group of 14 companies and, other than the removal of Consolidated Communications Holdings, Inc. following its acquisition in December 2024, approved its use without change as our 2025 TSR Peer Group. | |

  180. TSR Peer Group

    | | | 111 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  181. TSR Peer Group

    With respect to the 2024 TSR Peer Group, as of September 2023, Lumen was positioned at the 5th percentile in terms of three-year TSR and the 23rd percentile in terms of market capitalization. Consistent with the decline in our share price over the last few years, which we hope to be temporary while we execute on our transformation, these peer rankings represent shifts compared to the analysis done in connection with the establishment of the 2023 TSR Proxy Peer Group, where Lumen was positioned at the 31st and 46th percentiles for three-year TSR and market capitalization, respectively, as of December 2022. With respect to our 2025 TSR Peer Group, we were positioned at the 25th and 4th percentiles for three-year TSR and market capitalization, respectively, as of September 2024. The 2024 Compensation Benchmarking and TSR Peer Groups are summarized in the table below.

  182. TSR Peer Group

    | Our Compensation Benchmarking Peer Group | Common to both peer groups | Our TSR Peer Group | | Cognizant Technology Solutions Corp DXC Technology Corp Hewlett Packard Enterprise NetApp Oracle Corp QUALCOMM Inc. Seagate Technology plc T-Mobile US, Inc. Western Digital Corp | CISCO Systems Inc. EchoStar Corp Frontier Communications Liberty Global plc Motorola Solutions, Inc. | AT&T, Inc. Cable One, Inc. Charter Communications, Inc. Cogent Communications Holdings, Inc. Comcast Corporation Consolidated Communications Telephone & Data Systems Inc. United States Cellular Corporation Viasat, Inc. Verizon Communications Inc. | | 14 Compensation Benchmarking peers | | 15 TSR peers |

  183. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation paid to each of our NEOs in all capacities in which they served for fiscal years 2022, 2023, and 2024.

  184. Summary Compensation Table

    Summary Compensation Table

  185. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Non-equity Incentive Plan Compensation(3) | Change in Pension Value(4) | All Other Compensation(5) | Total | | Current NEOs(6) | | | | | | | | | | Kate Johnson President and CEO | 2024 | $1,283,607 | — | $6,135,630 | $2,957,252 | $— | $123,502 | $10,499,991 | | | 2023 | 1,200,000 | — | 6,215,329 | 1,996,800 | — | 180,834 | 9,592,963 | | | 2022 | 180,840 | $1,000,000 | 3,013,700 | 329,129 | — | 254,461 | 4,778,130 | | Chris D. Stansbury EVP and CFO | 2024 | $841,803 | — | $2,368,137 | $1,117,496 | $— | $30,300 | $4,357,736 | | | 2023 | 800,000 | — | 3,271,226 | 915,200 | — | 10,354 | 4,996,780 | | | 2022 | 565,200 | $150,000 | 8,792,466 | 642,915 | — | 10,854 | 10,161,435 | | David Ward EVP, Chief Technology & Product Officer | 2024 | $622,920 | $1,000,000 | $2,481,228 | $661,541 | $— | $13,800 | $4,779,489 | | Ashley Haynes-Gaspar EVP, Chief Revenue Officer | 2024 | $625,019 | $250,000 | $1,011,840 | $663,770 | $— | $21,462 | $2,572,091 | | | 2023 | 553,972 | 250,000 | 2,160,675 | 483,950 | — | 9,000 | 3,457,597 | | Former NEOs | | | | | | | | | | Stacey Goff Former EVP, General Counsel and Secretary(7) | 2024 | $411,202 | $1,125,000 | $— | $393,006 | $144,894 | $1,599,900 | $3,674,002 | | | 2023 | 700,000 | — | 1,079,907 | 698,880 | 176,563 | 63,999 | 2,719,349 | | | 2022 | 656,338 | — | 2,336,539 | 716,721 | — | 44,653 | 3,754,251 | | Chadwick Ho Former EVP and Chief Legal Officer and Secretary(8) | 2024 | $392,077 | $650,000 | $1,051,282 | $312,284 | $— | $11,754 | $2,417,397 | | Satish Lakshmanan Former EVP, Chief Product Officer(9) | 2024 | $354,645 | $1,400,000 | $1,309,237 | $282,471 | $— | $1,100,000 | $4,446,353 |

  186. Summary Compensation Table

    (1)For all NEOs other than Mr. Goff, the amounts in this column represent an on-boarding bonus paid to the NEO following his or her start date and subject to a “clawback” if the NEO voluntarily resigns or is terminated for “cause” (as defined in our Executive Severance Plan) before the two-year anniversary of his or her start date. For additional information regarding the impact of certain NEO departures on the on-boarding bonuses, see “Section Four—Compensation Design, Awards, and Payouts for 2024—Compensation Arrangements Related to Leadership Transition” in our CD&A. For Mr. Goff, the amount represents a special bonus award paid in April 2024, described in further detail in “Section Four—Compensation Design, Awards, and Payouts for 2024—Compensation Arrangements Related to Leadership Transition” in our CD&A. (2)For 2024, the amounts shown in this column reflect the fair value of grants of restricted stock made to our NEOs under our LTI program. The fair value of the these awards, all of which have time-based vesting, has been determined in accordance with FASB ASC Topic 718, based on the closing trading price of our Common Shares on the day of grant. As such, the amounts reported in this column reflect grant date values ($1.23-$1.70) rather than the stock price used to calculate the number of shares underlying the awards ($1.29-$1.79), which was the 15-day volume-weighted average closing price prior to the date of grant. As described in our CD&A, for our annual 2024 awards, we granted long-term performance-based cash awards in lieu of performance-based equity awards, and as a result, the values reported in this column are significantly below the NEOs’ LTI target grant values for 2024. Similarly, in 2024, we granted a portion of the initial LTI awards to Messrs. Ward and Lakshmanan in cash instead of equity. All of these cash LTI awards are reflected in the “Grant of Plan Based Awards Table” but, in accordance with SEC rules, will only be reflected in the "Summary Compensation Table" in our future proxy statements if and when earned. For more information on our 2024 LTI awards, see the section entitled, “Section Four—Compensation Design, Awards, and Payouts for 2024—2024 Long-Term Incentive Compensation” in our CD&A.

  187. Summary Compensation Table

    | 114 | |

  188. Summary Compensation Table

    (3)The amounts shown in this column reflect cash payments made under our short-term incentive program for actual performance for the respective years. For additional information, see “Section Four—Compensation Design, Awards, and Payouts for 2024—2024 Short-Term Incentive Program” in our CD&A. (4)Reflects the net change during each of the years reflected in the present value of Mr. Goff’s accumulated benefits under the defined benefit plan discussed below under the heading “— Pension Benefits.” (5)We calculate the aggregate incremental cost based on the payments made by us to provide the applicable benefit. For fiscal 2024, the amounts shown in this column are comprised of (i) the cost of personal use of aircraft via NetJets; (ii) Company contributions or other allocations to our defined contribution plans; (iii) personal identity theft protection service; (iv) personal security costs; and (v) severance benefits, in each case for and on behalf of the named executives as follows:

  189. Grant of Plan Based Awards

    Grant of Plan Based Awards The following table presents additional information regarding all equity and non-equity incentive plan awards granted to our NEOs in fiscal 2024.

  190. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  191. Grants of Plan-Based Awards

    | NEO | Type of Award and Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (STI)(2) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (LTI)(3) | | | All Other Stock Awards: Unvested Shares(4) (#) | Grant Date Fair Value of All Other Stock Awards(5) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Current NEOs | | | | | | | | | | | Ms. Johnson | STI Bonus | $1,392,303 | $2,784,606 | $5,569,212 | | | | | | | | TBRS—Annual | | | | | | | 3,609,194 | $6,135,630 | | | PLTC—FCF | | | | $2,137,500 | $4,275,000 | $8,550,000 | | | | | PLTC—rTSR | | | | $2,137,500 | $4,275,000 | $8,550,000 | | | | Mr. Stansbury | STI Bonus | $526,128 | $1,052,256 | $2,104,512 | | | | | | | | TBRS—Annual | | | | | | | 1,393,022 | $2,368,137 | | | PLTC—FCF | | | | $825,000 | $1,650,000 | $3,300,000 | | | | | PLTC—rTSR | | | | $825,000 | $1,650,000 | $3,300,000 | | | | Mr. Ward | STI Bonus | $311,460 | $622,920 | $1,245,840 | | | | | | | | TBRS—Initial | | | | | | | 912,209 | $1,404,802 | | | TBRS—Annual | | | | | | | 633,192 | $1,076,426 | | | PLTC—FCF | | | | $375,000 | $750,000 | $1,500,000 | | | | | PLTC—rTSR | | | | $375,000 | $750,000 | $1,500,000 | | | | Ms. Haynes- Gaspar | STI Bonus | $312,510 | $625,019 | $1,250,038 | | | | | | | | TBRS—Annual | | | | | | | 595,200 | $1,011,840 | | | PLTC—FCF | | | | $352,500 | $705,000 | $1,410,000 | | | | | PLTC—rTSR | | | | $352,500 | $705,000 | $1,410,000 | | | | Former NEOs | | | | | | | | | | | Mr. Goff | STI Bonus | $246,708 | $493,416 | $986,832 | | | | | | | Mr. Ho(6) | STI Bonus | $196,035 | $392,070 | $784,140 | | | | | | | | TBRS—Initial | | | | | | | 505,051 | $621,213 | | | TBRS—Annual | | | | | | | 349,650 | $430,070 | | | PLTC—FCF | | | | $168,750 | $337,500 | $675,000 | | | | | PLTC—rTSR | | | | $168,750 | $337,500 | $675,000 | | | | Mr. Lakshmanan(7) | STI Bonus | $177,320 | $354,640 | $709,280 | | | | | | | | TBRS—Initial | | | | | | | 419,862 | $663,382 | | | TBRS—Annual | | | | | | | 379,915 | $645,856 | | | PLTC—FCF | | | | $225,000 | $450,000 | $900,000 | | | | | PLTC—rTSR | | | | $225,000 | $450,000 | $900,000 | | |

  192. Grants of Plan-Based Awards

    (1)Definitions of these terms and information on the grant dates appear elsewhere in these footnotes. The LTI awards granted on March 1, 2024 were approved by our HRCC on February 21, 2024, the LTI awards granted to Mr. Ho on June 10, 2024 were approved by the HRCC on April 25, 2024 and the LTI awards granted to Mr. Ward on February 12, 2024 were approved by the HRCC on February 2, 2024. (2)Consists of potential payouts under the annual STI bonus program for our NEOs for 2024 approved on February 26, 2024. The target is equal to product of the executive’s earned base salary and his or her STI target bonus percentage. The threshold represents 50% of the executive’s target, as for each of the three measures of our performance (adjusted EBITDA (50%), revenue (35%), and customer experience (15%)), performance below 50% of that measure’s target would have resulted in no payment to the executive with respect thereto. The maximum represents 200% of the executive’s target, as in no event could an executive have received more than 200% of his or her target even if performance was 200% for each measure of our performance and his or her individual performance was assessed at 120% of target. Further, while not reflected in the table, the bonus otherwise payable to any NEO could have been eliminated based on his or her individual performance. See “Section Four—Compensation Design, Awards, and Payouts for 2024—2024 Short-Term Incentive Program” in our CD&A for more information. The actual amounts paid for 2024 performance are reported in the “Non-Equity Incentive Plan Compensation” column of the "Summary Compensation Table."

  193. Grants of Plan-Based Awards

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  194. Grants of Plan-Based Awards

    (3)Consists of the performance-based portion of our 2024 LTI awards granted in the form of long-term cash (PLTC) awards on March 1, 2024 to each of Mses. Johnson and Haynes-Gaspar and Messrs. Stansbury, Ward, and Lakshmanan and June 10, 2024 to Mr. Ho. Performance under each award will be measured over the three-year period from January 1, 2024 to December 31, 2026, half against our relative TSR (PLTC-rTSR) and half against our cumulative free cash flow (PLTC-FCF). The awards to our current NEOs will vest, if at all, on March 1, 2027, generally subject to continued employment through the relevant vesting date. Payout under these awards, if any, will be made in cash and may range between zero to 200% of target. See “Section Four—Compensation Design, Awards, and Payouts for 2024—2024 Long-Term Incentive Compensation” in our CD&A for more information. (4)Consists of time-based restricted stock (TBRS). For each of our NEOs, it includes the time-based portion of our 2024 LTI awards (TBRS-Annual) granted on March 1, 2024 to each of Mses. Johnson and Haynes-Gaspar and Messrs. Stansbury, Ward, and Lakshmanan and June 10, 2024 to Mr. Ho. One-third of the TBRS-Annual granted to our current NEOs vested on March 1, 2025 and the remainder will vest in two equal installments on each of the next two anniversaries of the grant date, generally subject to continued employment through the relevant vesting date (the awards to each of our former NEOs having been canceled upon the termination of his employment). For each of Messrs. Ward, Ho, and Lakshmanan, it also includes a time-based restricted stock on-boarding award (TBRS-Initial). Mr. Ward’s TBRS-Initial award was granted on February 12, 2024; one-fourth of the award vested on February 12, 2025 and the remainder will vest in three equal installments on the next three anniversaries of the grant date, generally subject to his continued employment through the relevant vesting date. Mr. Ho’s TBRS-Initial award was granted on June 10 2024; one-third of the award would have vested on each of the first three anniversaries of the grant date, had he remained continually employed through the relevant vesting date. Mr. Lakshmanan’s TBRS-Initial award was granted on January 8, 2024; one-third of the award would have vested on each of the first three anniversaries of the grant date, had he remained continually employed through the relevant vesting date. See “Section Four—2024 Long-Term Incentive Compensation” in our CD&A for more information. As discussed elsewhere, while not appearing in this table, each of Messrs. Ward and Lakshmanan also received time-based cash on-boarding awards. These on-boarding awards are described in more detail under “—Section Four—Compensation Design, Awards, and Payouts for 2024—Compensation Arrangements Related to Leadership Transition.” (5)Calculated in accordance with FASB ASC Topic 718 in the manner described in Note 2 to the "Summary Compensation Table" above. (6)All of Mr. Ho’s TBRS and PLTC awards were forfeited when his employment ended on February 7, 2025. (7)All of Mr. Lakshmanan’s TBRS and PLTC awards were forfeited when his employment ended on August 30, 2024. For more information, see “—Section Four—Compensation Design, Awards, and Payouts for 2024” and “—Potential Termination Payments.”

  195. Grants of Plan-Based Awards

    | | | 117 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  196. Outstanding Equity Awards

    Outstanding Equity Awards The following table summarizes information about all outstanding unvested equity awards held by our NEOs as of December 31, 2024.

  197. Stock Vested During 2024

    Stock Vested During 2024

  198. Stock Vested During 2024

    | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Current NEOs | | | | Ms. Johnson | 603,657 | $1,863,910 | | Mr. Stansbury | 331,302 | $515,657 | | Mr. Ward | — | — | | Ms. Haynes-Gaspar | 142,971 | $232,360 | | Former NEO | | | | Mr. Goff | 309,213 | $764,581 | | Mr. Ho | — | — | | Mr. Lakshmanan | — | — |

  199. Stock Vested During 2024

    (1)Represents time-vested equity awards that vested during 2024. (2)Based on the closing trading price of the Common Shares on the applicable vesting date.

  200. Pension Benefits

    Pension Benefits The following table provides information on pension benefits payable to one of our former NEOs under (1) the Lumen Combined Pension Plan, a broad-based qualified retirement plan established under Code Section 401(a), which permits eligible participants (including officers) who have completed at least five years of service to receive a pension benefit upon attaining early or normal retirement age and (2) the Supplemental Defined Benefit plan, a non-qualified supplemental defined benefit plan, which is designed to pay supplemental retirement benefits to certain officers in amounts equal to the benefits such officers would otherwise forego due to Code limitations on compensation and benefits under qualified plans. We refer to these particular defined benefit plans, both which are described in more detail in the text following the table, as our “Qualified Plan” and our “Supplemental Plan,” respectively, and as our “Pension Plans,” collectively. Mr. Goff was the only NEO eligible to participate in our Pension Plans, as they were closed to non-bargaining employees (including our executives) hired after 2010.

  201. Pension Benefits

    | | | 119 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  202. Pension Benefits

    | Participating NEO(1) | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit as of 12/31/24(2) | Payments During Last Fiscal Year | | Mr. Goff(3) | Qualified Plan | 25.67 | $958,711 | $— | | | Supplemental Plan | 25.67 | $554,530 | $— |

  203. Pension Benefits

    (1)None of our other NEOs were eligible to participate in our Pension Plans, as they joined the Company after both plans were closed to new participants. (2)We calculated the actuarial present values of accumulated benefits as of December 31, 2024 under the Qualified Plan and the Supplemental Plan using the following material assumptions: the Pri-2012 healthy retiree table (projected generationally using the MP-2021 mortality improvement scale) and, with respect to the Supplemental Plan, a 5.70% interest discount rate. For additional information regarding these plans, see Item 7 and Note 11 to the notes to our audited financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024, which are excerpted in Appendix B to this proxy statement. (3)The change in value of the accumulated pension benefits is due to a partial year of benefit accrual. as well as a one-year decrease in the discount period, based on his years of service and age as of his employment termination date, which entitled Mr. Goff to a subsidized benefit based on the terms of the plan. PENSION PLANS. With limited exceptions specified in the Pension Plans, we “froze” both our Qualified Plan and Supplemental Plan as of December 31, 2010, which means that no additional monthly pension benefits have accrued under such plans since that date (although service after that date continues to count towards vesting and benefit eligibility and a limited transitional benefit for eligible participants continued to accrue through 2015). Prior to this freezing of benefit accruals, the aggregate amount of each senior officer’s total monthly pension benefit under both the Qualified Plan and Supplemental Plan was equal to his or her years of service since 1999 (up to a maximum of 30 years) multiplied by the sum of (1) 0.5% of his or her final average pay plus (2) 0.5% of his or her final average pay in excess of his or her Social Security-covered compensation, where “final average pay” was defined as his or her average monthly compensation during the 60 consecutive month period within his or her last 10 years of employment in which he or she received his or her highest compensation. Effective December 31, 2010, the Pension Plans were frozen and all future benefit accruals under the above formula ceased (except where a collective bargaining agreement provides otherwise). In lieu of those additional accruals, each affected participant’s accrued benefit as of December 31, 2010 was increased 4% per year, compounded annually through the earlier of December 31, 2015 and the termination of the participant’s employment. Under both Pension Plans, “average monthly compensation” is determined based on the participant’s salary plus annual cash incentive bonus. Although the retirement benefits described above are provided through separate plans, we have in the past transferred benefits from the Supplemental Plan to the Qualified Plan and reserve the right to make further similar transfers to the extent allowed under applicable law. The value of benefits transferred to the Qualified Plan, which directly offset the value of benefits in the Supplemental Plan, will be payable to the recipients in the form of enhanced annuities or supplemental benefits and are reflected in the table above under the “Present Value of Accumulated Benefits as of 12/31/24” column. The normal form of benefit payment under both of our Pension Plans is (1) in the case of unmarried participants, a monthly annuity payable for the life of the participant and (2) in the case of married participants, an actuarially equivalent monthly annuity payable for the lifetime of the participant and a survivor annuity payable for the lifetime of the spouse upon the participant’s death. Participants may elect optional forms of annuity benefits under each Pension Plan and, in the case of the Qualified Plan, an annuity that guarantees 10 years of benefits, all of which are actuarially equivalent in value to the normal form of benefit. The enhanced annuities described in the prior paragraph may be paid in the form of a lump sum, at the participant’s election. The normal retirement age is 65 under both of the Pension Plans. Participants may receive benefits under both of these plans upon “early retirement,” which is defined as attaining age 55 with five years of service. Under both of these plans, the benefit payable upon early termination is calculated under formulas that pay between 60% to 100% of the base plan benefit and 48% to 92% of the excess plan benefit, in each case with the lowest percentage applying to early retirement at age 55 and proportionately higher percentages applying to early retirement after age 55.

  204. Pension Benefits

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  205. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  206. Nonqualified Deferred Compensation

    | Participating NEO(1) | Aggregate Balance at December 31, 2023 | Executive Contributions in 2024(2) | Company Contributions in 2024(3) | Aggregate Earnings in 2024(4) | Aggregate Withdrawals/ Distributions(5) | Aggregate Balance at December 31, 2024 | | Mr. Goff | $3,590,855 | $36,210 | $16,898 | $549,554 | $— | $4,193,517 |

  207. Nonqualified Deferred Compensation

    (1)Of our NEOs, only Mr. Goff elected to participate in, and made contributions to, the Supplemental Savings Plan during 2024. (2)The amount in this column represents Mr. Goff’s contributions under the Supplemental Savings Plan of salary paid in 2024, all of which is reported in the “Salary” column of the "Summary Compensation Table." (3)This amount in this column represents our match of Mr. Goff’s contributions under the terms of the Supplemental Savings Plan, all of which is included as 2024 compensation in the “All Other Compensation” column of the "Summary Compensation Table." (4)This column represents aggregate earnings in 2024 including interest, dividends, and distributions earned with respect to deferred compensation invested by Mr. Goff in the manner described in the text below, net of the $15 annual account fee. (5)Although Mr. Goff terminated employment in August 2024, payout of his aggregate balance was subject to delay under Section 409A of the Code.

  208. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by SEC rules, we are disclosing a ratio of the pay of our CEO to that of our median employee. For 2024, the total compensation of our CEO, Ms. Johnson (as reported in the "Summary Compensation Table") was $10,499,991, while the annual total compensation for our median employee was $91,606. As a result, the ratio of CEO pay to median employee pay was approximately 115 to 1. We calculated our 2024 pay ratio using the following assumptions: •Median employee determination. The median employee was determined by reviewing the annual total target compensation (i.e., the sum of base salary, target short-term incentive, and target long-term incentive awards) as of December 31, 2024 for the approximately 25,000 active employees employed on that date, excluding our CEO. •Median employee identification. The median employee was identified as a Customer Data Technician-CWA, employed by us in the U.S. for eight years. •Median employee total compensation calculation. To determine the median pay ratio, we calculated the median employee’s pay using the same pay elements and calculation methodology as used in determining the CEO’s pay for purposes of disclosure in the "Summary Compensation Table." The SEC rules permit companies to choose between different methodologies for median pay calculations. Other public companies may calculate their pay ratio using a different methodology than ours, and you should not assume our ratio data is comparable to that of other companies.

  209. CEO Pay Ratio Disclosure

    | | | 125 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  210. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act , we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The HRCC did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  211. Pay Versus Performance Disclosure

    | 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 | | 2022 | 19,816,806 | 4,778,130 | (5,200,491) | 4,368,986 | 5,145,256 | 511,978 | 49.96 | 90.34 | | (1,548) | 6,703 | | 2021 | 22,654,781 | — | 32,390,881 | — | 4,057,947 | 5,127,580 | 112.34 | 150.28 | | 2,033 | 8,424 | | 2020 | 16,959,233 | — | 10,189,461 | — | 3,162,186 | 2,308,534 | 80.91 | 123.61 | | (1,232) | 8,489 |

  212. Pay Versus Performance Disclosure

    (1)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.

  213. Pay Versus Performance Disclosure

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Indraneel Dev | Indraneel Dev | Stacey W. Goff | Stacey W. Goff | Chris D. Stansbury | | Stacey W. Goff | Stacey W. Goff | Chris D. Stansbury | Chris D. Stansbury | Ashley Haynes-Gaspar | | Shaun C. Andrews | Shaun C. Andrews | Shaun C. Andrews | Ashley Haynes-Gaspar | David Ward | | Scott A. Trezise | Scott A. Trezise | Scott A. Trezise | Scott A. Trezise | Chadwick Ho | | | | Indraneel Dev | | Satish Lakshmanan | | | | | | Stacey. W. Goff |

  214. Pay Versus Performance Disclosure

    (2)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. (3)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.”

  215. Pay Versus Performance Disclosure

    | 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 |

  216. Pay Versus Performance Disclosure

    | Year | Average 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 |

  217. Pay Versus Performance Disclosure

    | 126 | |

  218. Pay Versus Performance Disclosure

    The amounts in the “Inclusion of Equity Values” columns in the tables above are derived from adding or deducting the amounts set forth in the following tables:

  219. Pay Versus Performance Disclosure

    | 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 |

  220. Pay Versus Performance Disclosure

    | 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 |

  221. Pay Versus Performance Disclosure

    (4)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. (5)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.

  222. Pay Versus Performance Disclosure

    | | | 127 | | 2024 ANNUAL REPORT | 2025 PROXY STATEMENT | |

  223. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Peer Group TSR 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.

  224. PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

  225. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and 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.

  226. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  227. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    | 128 | |

  228. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted EBITDA 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.

  229. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA