Christopher Capossela
Director at LUMN
Board
About Christopher Capossela
Independent director at Lumen since October 2024, age 55. Capossela brings 30+ years of technology leadership from Microsoft, where he spent the last decade as Executive Vice President and Chief Marketing Officer. He currently serves on Lumen’s Audit Committee and Human Resources & Compensation Committee and has been designated an “audit committee financial expert” by the Board; the Board reaffirmed his independence in early 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Executive Vice President & Chief Marketing Officer; previously Corporate VP roles (Consumer Channels Group; Office Marketing) | 1991–2023; last 10 years as EVP & CMO | Senior technology and marketing leadership experience; large-scale brand and go-to-market execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None | — | — | Lumen proxy discloses no other public company directorships |
Board Governance
- Independence: Independent director (affirmed by Board in early 2025)
- Committees: Audit Committee (member, added Oct 2024); Human Resources & Compensation (member, added Oct 2024)
- Audit Committee Financial Expert: Yes (designated alongside several other directors)
- Committee activity context: Audit Committee held 9 meetings in 2024 (aggregate attendance 98%); HRCC held 6 meetings in 2024 (aggregate attendance 100%). Capossela joined in October 2024; attendance percentages are committee-level for 2024, not his personal rate.
- Related-party and interlocks controls: No related-party transactions in 2024; HRCC consisted solely of independent directors and no compensation committee interlocks or insider participation were reported for 2024.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $33,750 | Pro-rated cash fees for partial year service starting October 2024 |
| Stock Awards (Grant date fair value) | $104,418 | Time-vested restricted stock; see Performance Compensation for grant details |
| All Other Compensation | $0 | — |
| Total | $138,168 | — |
Director fee schedule (policy-level):
- Annual cash retainer (outside directors): $100,000
- Committee fees (annual): Audit Chair $35,000; Audit Member $17,500; HRCC Chair $35,000; HRCC Member $17,500; NCG Chair $30,000; NCG Member $15,000; Risk & Security Chair $30,000; Risk & Security Member $15,000
- Supplemental Board fee: Non-executive Chairman $200,000
- Compensation cap: Max aggregate annual cash + equity for any outside director is $750,000
Performance Compensation
| Grant Date | Award Type | Shares Granted | Target Grant Value | Grant Date Fair Value | Vesting | Dividends | Notes |
|---|---|---|---|---|---|---|---|
| Oct 30, 2024 | Time-vested Restricted Stock | 15,608 | $100,000 | $104,418 | Vests on one-year anniversary (Oct 30, 2025), subject to continued service; accelerated vesting in limited circumstances | Accrues and subject to same vesting terms; no dividends paid in 2024 | Share count based on 15-day VWAP; fair value per FASB ASC 718 on grant date |
Performance metrics:
- None for director equity grants; awards are time-based (not performance-based).
Deferred compensation:
- Lumen’s Non-Employee Director Deferred Compensation Plan permits deferral of cash and equity; six current directors (not including Capossela) participated in recent awards. Deferred equity is issued as RSUs and settles per director election.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None reported for 2024; HRCC members were independent; no cross-board employment relationships with Lumen executives reported |
| Related-party transactions | None reportable under Item 404 for 2024 |
Expertise & Qualifications
- Senior technology executive with more than 30 years at Microsoft; decade as EVP & CMO, bringing sales/marketing, brand, customer, and go-to-market expertise relevant to Lumen’s transformation efforts.
- Designated Audit Committee Financial Expert, supporting financial oversight and capital markets credibility.
Equity Ownership
| As of Record Date (2025 Proxy) | Unrestricted Shares | Unvested Restricted Stock | Total Beneficial Ownership | Vested Deferred Stock Units | Percent of Class |
|---|---|---|---|---|---|
| Christopher Capossela | 0 | 15,608 | 15,608 | — | * (less than 1%) |
Additional alignment and risk controls:
- Ownership guidelines: Outside directors are expected to acquire and maintain a specified ownership level (policy disclosed; specific multiple not listed in excerpt).
- Hedging/pledging: Prohibited for directors under Lumen’s insider trading policy.
Reported equity transactions (company disclosures): | Date | Transaction | Shares | Notes | |---|---:|---| | Oct 30, 2024 | Grant of time-vested restricted stock | 15,608 | Target value $100,000; grant date fair value $104,418; vests Oct 30, 2025 |
Governance Assessment
- Strengths: Independence affirmed; dual service on Audit and HRCC with designation as an Audit Committee Financial Expert (enhances financial reporting oversight); no other public company boards (minimizes interlocks); no related-party transactions; director pay framework aligned with market median and capped; hedging/pledging prohibited. These support investor confidence in board effectiveness and alignment.
- Considerations: Current ownership is modest due to recent appointment (primarily unvested restricted stock); alignment expected to increase with annual equity grants and compliance with director ownership guidelines over time. Committee attendance rates in 2024 were strong at the committee level; individual attendance for his partial year not specified.
- Red flags: None identified in company disclosures for 2024 (no related-party transactions; no interlocks; no hedging/pledging; no extraordinary director compensation).