Chris Stansbury - Executive Vice President, Chief Financial Officer | Lumen Technologies (LUMN) Executive Profile & Compensation

About Chris Stansbury

Chris D. Stansbury, 59, has served as Lumen’s Executive Vice President and Chief Financial Officer since April 2022, overseeing FP&A, accounting, tax, treasury, IR, procurement, supply chain, and global real estate . 2024 performance under his financial leadership included $13.1B total revenue and $3.9B adjusted EBITDA; the equity trading price improved from roughly $1 to $5.31 by year-end 2024 as debt markets and investors regained confidence following major capital structure actions . Prior roles include CFO and CAO at Arrow Electronics and finance positions at HP and PepsiCo, underscoring deep operational finance experience relevant to Lumen’s transformation .

Past Roles

Organization	Role	Years	Strategic Impact
Arrow Electronics, Inc.	SVP & CFO	May 2016 – Mar 2022	Led corporate finance for a global tech distributor; capital markets and operational finance oversight .
Arrow Electronics, Inc.	VP Finance & Chief Accounting Officer	Aug 2014 – May 2016	Enterprise controllership, reporting, and accounting leadership .
Hewlett-Packard, Inc.	Various finance positions	Not disclosed	Fortune 100 finance roles, supporting large-scale operations .
PepsiCo, Inc.	Various finance positions	Not disclosed	Consumer/CPG finance experience, strengthening cost and ROI discipline .

External Roles

No public company board roles disclosed for Stansbury .

Fixed Compensation

Multi-year CFO compensation (Summary Compensation Table):

Metric	2022	2023	2024
Base Salary ($)	$565,200	$800,000	$841,803
Bonus ($)	$150,000 (on‑boarding)	—	—
Stock Awards ($)	$8,792,466	$3,271,226	$2,368,137
Non‑Equity Incentive (STI) ($)	$642,915	$915,200	$1,117,496
All Other Compensation ($)	$10,854	$10,354	$30,300 (plans $13,800; ID theft $9,000; security $7,500)
Total ($)	$10,161,435	$4,996,780	$4,357,736

Notes:

Base salary increased from $800,000 to $850,000 effective Mar 1, 2024; STI target unchanged at 125%; LTI target increased from $5.0M to $5.5M .
Perquisite detail shown in 2024 “All Other Compensation” .

Performance Compensation

2024 Short‑Term Incentive (STI)

Design and outcomes:

Element	Weighting	Target	Actual/Payout	Vesting
Adjusted EBITDA	50%	Company targets set (two 6‑month periods)	Company funding approved at 88.5%	Cash; annual payout
Revenue	35%	Company targets set (two 6‑month periods)	Company funding approved at 88.5%	Cash; annual payout
Customer Experience	15%	Company targets set (two 6‑month periods)	Company funding approved at 88.5%	Cash; annual payout
Individual Performance Modifier (CFO)	± up to 20% cap	Line‑of‑sight objectives	120% approved for Stansbury (i.e., +20%)	Cash; annual payout

CFO STI payout for 2024: $1,117,496 .
Program measured as H1 + H2 to reflect mid‑year strategy change .

2024 Long‑Term Incentive (LTI)

2024 design shifted 60% performance‑based portion from equity to cash (PLTC) due to low share price/equity pool constraints; TBRS remained at 40% with graded vesting over 3 years .

Metric	Weighting	Target	Payout Curve	Vesting
Relative TSR (vs 15‑company peer group)	50% of PLTC	50th percentile	0% <25th; 50% at 25th; 100% at 50th; 200% at ≥75th; capped at 100% if absolute TSR negative	Cash, cliff vests Mar 1, 2027 (2024–2026 performance period)
Cumulative Free Cash Flow	50% of PLTC	Target undisclosed (competitively sensitive)	0% <75% of target; 50% at 75%; 100% at target; 200% at 250% of target	Cash, cliff vests Mar 1, 2027 (2024–2026 performance period)
TBRS (time‑based restricted stock)	40% of LTI	N/A	N/A	1/3 per year over 3 years (e.g., one‑third vested Mar 1, 2025; remaining on grant anniversaries)

CFO 2024 grant sizing (plan‑based awards):

PLTC‑FCF: Threshold $825,000; Target $1,650,000; Max $3,300,000 .
PLTC‑rTSR: Threshold $825,000; Target $1,650,000; Max $3,300,000 .
TBRS‑Annual grant date fair value $2,368,137; unvested shares per TBRS schedule .

Historic LTI tranches outstanding (company‑level design reference):

2022 PBRS (3‑yr Cumulative Adjusted EBITDA + rTSR): 0% payout; all awards forfeited in 2025 (incl. 236,435 target shares for Stansbury) .
2023 PBRS (3‑yr Cumulative Adjusted EBITDA + rTSR): ongoing .
2024 PLTC/TBRS (3‑yr rTSR + Cumulative FCF): ongoing .

Equity Ownership & Alignment

Ownership Detail	Amount
Unrestricted Shares Beneficially Owned	1,143,222
Unvested Restricted Stock (assumes target on PBRS)	4,599,892
Total Beneficial Ownership	5,743,114
Held Indirectly in Trust	500,000
Percent of Class	<1% (asterisk)

Alignment policies:

Stock ownership guidelines: Other current NEOs must hold 3× base salary; directors 5× annual cash retainer .
Compliance: Stansbury is in compliance as of Mar 19, 2025 .
Hedging/pledging: Prohibited for directors and Section 16 officers (policy also prohibits margin accounts) .
Clawback: Incentives subject to Lumen’s recovery policy and applicable law/NYSE rules .
Dividends on unvested awards: Not paid prior to vesting; accrue and are subject to same vesting terms .

Employment Terms

Change‑of‑control and severance economics:

Double trigger for equity: CoC alone does not accelerate; if terminated without cause or resigns for good reason within 18 months post‑CoC, time‑vested equity vests immediately and performance‑based equity continues vesting per terms (or pay at target upon death) .
CoC cash severance multiples: CEO 2.5× annual cash comp (salary + target bonus) and 2 years welfare; Other Executives (incl. CFO) 2.0× annual cash comp and 2 years welfare; Other Officers 1.0× and 1 year .
Executive Severance Plan (non‑CoC): Other Executives/Senior Officers (incl. CFO) receive 1.0× total targeted cash compensation (salary + target bonus), 1 year COBRA, prorated STI if employed ≥3 months in year, and outplacement; restrictive covenants apply .

Estimated CFO termination payments (as of Dec 31, 2024; share price $5.31):

Scenario	Annual Bonus ($)	Equity Awards ($)	Pension/Welfare ($)	Cash Severance ($)	Total ($)
Involuntary Termination (No Cause)	$838,122	—	$36,000	$1,912,500	$2,786,622
Disability	$1,052,256	$22,634,538	—	—	$23,686,794
Death	$1,052,256	$22,634,538	—	—	$23,686,794
Termination Upon Change of Control	$891,870	$22,634,538	$69,000	$3,825,000	$27,420,408

Governance safeguards:

No excise tax gross‑ups; no option/SAR repricing or buyouts without shareholder approval; minimum 1‑year vesting (exceptions capped at 5% of plan) .
Shareholder approval policy for any future severance >2.99× salary+target bonus .

Investment Implications

Pay-for-performance alignment: 2024 STI funded at 88.5% on EBITDA/Revenue/CX and Stansbury’s individual modifier was maxed at +20%, consistent with delivering debt restructuring, liquidity runway, and $8.5B PCF partnerships that improved equity and debt values . PLTC metrics (rTSR and cumulative FCF) directly link multi‑year payouts to market‑relative value creation and cash generation .
Retention risk vs supply overhang: TBRS graded vesting and PLTC cliff vesting in Mar 2027 promote retention. However, large potential equity value under death/disability/CoC ($22.6M) can create event‑driven supply risk if vesting accelerates under double trigger post‑CoC .
Alignment safeguards: Strict anti‑hedging/pledging, ownership guidelines (3× salary), in‑compliance status, and clawbacks reduce misalignment and opportunistic trading risks .
Program evolution: Shifting 2024 performance LTI from equity to cash (PLTC) mitigated share pool constraints while preserving performance leverage; 2025 awards returned to equity PBRS, signaling intent to re‑tie long‑term pay more directly to stock performance as balance sheet and strategy normalize .

Overall, Stansbury’s incentives are tightly coupled to Lumen’s transformation outcomes (deleveraging, PCF cash generation, and relative TSR), with governance features and ownership discipline supporting alignment and retention through the 2026 performance period and 2027 vesting .