David Ward
Executive Vice President, Chief Technology and Product Officer at LUMN
Executive
About David Ward
David Ward, 56, is Executive Vice President, Chief Technology and Product Officer at Lumen. He joined as Chief Technology Officer on February 12, 2024 and was promoted on August 30, 2024 to lead technology and product; he is responsible for development, integration and deployment of Lumen’s global network and product innovation . Prior roles include CEO of PacketFabric (May 2020–Oct 2023), SVP/CTO-Engineering and Chief Architect at Cisco (Oct 2012–May 2020), Fellow at Cisco (2011–2012) and Juniper Networks (2009–2011), and Operating Partner at Digital Alpha Advisors (Apr 2020–Feb 2024) . Company performance during 2024 included total shareholder return of 190% and achievements tied to debt restructuring and PCF partnerships; adjusted EBITDA was $3.9B and revenue reached $13.1B (context for STI) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lumen Technologies | EVP, Chief Technology and Product Officer | Aug 30, 2024–present | Expanded scope to include product development to “drive cloudification of telecom services” and position Lumen as backbone to AI economy |
| Lumen Technologies | EVP, Chief Technology Officer | Feb 12, 2024–Aug 30, 2024 | Led network, engineering, technology and security; integrated legacy networks across 400+ wire centers and 4,000+ towers; decommissioned apps/servers; modernized databases |
| PacketFabric | Chief Executive Officer | May 2020–Oct 2023 | Oversaw cloud-scale NaaS, led significant product expansions |
| Cisco Systems | SVP, CTO-Engineering and Chief Architect | Oct 2012–May 2020 | Senior technical leadership at major communications technology firm |
External Roles
| Organization | Role | Years | Notes/Impact |
|---|---|---|---|
| Digital Alpha Advisors | Operating Partner | Apr 2020–Feb 2024 | Focused on digital infrastructure investments |
| Cisco Systems | Fellow | 2011–2012 | Recognized technical fellow |
| Juniper Networks | Fellow | 2009–2011 | Recognized technical fellow |
Fixed Compensation
| Component | Value | Effective Date/Notes |
|---|---|---|
| Base Salary | $675,000 | Established at hire on Feb 12, 2024 |
| Base Salary (after promotion) | $750,000 | Effective Aug 30, 2024 |
| STI Target % of Base | 100% | Unchanged for 2024 |
| 2024 STI Bonus Paid | $661,541 | Calculated using 88.5% company funding and 120% individual modifier |
| All Other Compensation (2024) | $13,800 (plan contributions) | No aircraft/security perqs disclosed for Ward in 2024 |
Performance Compensation
2024 STI Design and Outcome
| Item | Details |
|---|---|
| Metrics & Weights | Adjusted EBITDA (50%), Revenue (35%), Customer Experience (15%) |
| Company Performance Funding | 88.5% (approved Feb 2025) |
| Individual Performance Modifier (Ward) | 120% |
| STI Target Bonus Opportunity | $622,920 (earned 2024 salary × 100%) |
| Calculated STI Bonus Amount | $661,541 |
Ward’s 2024 performance scorecard highlights: integrated metro architecture across 400+ wire centers and 4,000+ towers; decommissioned 30+ applications and 3,800 servers, modernized 3,595 databases, reclaimed 2.26 petabytes; enhanced service assurance saving 4.2 million operation hours; replaced end-of-life firewalls/IT equipment; consolidated operations and reduced capex; developed roadmaps for cloudification/AI backbone; led product as CPO from August 2024 .
2024 LTI Structure, Metrics, and Grants
Lumen shifted 60% of annual LTI from equity to long-term performance-based cash for 2024 due to low share price and limited equity pool; 40% remained time-based restricted stock. The performance-based cash (LTPC) is equally weighted: Relative TSR and Cumulative Free Cash Flow; payout range 0–200% with negative TSR cap at target; vesting generally on March 1, 2027 for current NEOs after performance period Jan 1, 2024–Dec 31, 2026 .
| Grant Type | Grant Date | Quantity/Target | Vesting | Notes |
|---|---|---|---|---|
| TBRS—Annual | Mar 1, 2024 | 633,192 shares | 3 equal installments on each of the first three anniversaries of grant (one-third vested Mar 1, 2025) | Determined using 15-day VWAP; dividends accrue and pay/forfeit with vesting |
| PLTC—Relative TSR | Mar 1, 2024 | $750,000 target | Vests Mar 1, 2027, payout 0–200% based on 3-year TSR vs 15-company peer group (capped at target if absolute TSR negative) | TSR peer group listed in proxy |
| PLTC—Cumulative Free Cash Flow | Mar 1, 2024 | $750,000 target | Vests Mar 1, 2027, payout 0–200% based on 3-year cumulative FCF | Metric replaced EBITDA+Revenue modifier in Nov 2024 |
| TBRS—On-boarding (Initial) | Feb 12, 2024 | 912,209 shares; target grant value $1,250,000 | 4 equal installments on each of first four anniversaries of grant | Based on 15-day VWAP |
| Time-Vested Long-Term Cash—On-boarding | Feb 12, 2024 | $1,250,000 target | 4 equal installments in 2025–2028 (reported as “Bonus” each year) | Designed to offset forfeited equity from prior employer |
2022 PBRS awards across the company paid 0% (below-threshold performance on both metrics), reinforcing pay-for-performance rigor .
Equity Ownership & Alignment
| Component | Shares/Status | Percent of Class | Notes |
|---|---|---|---|
| Unrestricted Shares Beneficially Owned | 244,561 | <1% (*) | Sole voting/investment power; not pledged |
| Unvested Restricted Stock | 1,840,609 | — | Includes time-based and target-count for performance-based awards; sole voting, no investment power |
| Total Beneficially Owned | 2,085,170 | <1% (*) | Excludes RSUs not settling within 60 days |
Stock ownership guidelines require executive officers to hold Lumen stock equal to 3× base salary; executives have 3 years to achieve, with a 65% hold requirement on equity until compliant. As of March 19, 2025, Ward was in compliance with the guidelines . Hedging and pledging are prohibited for directors and Section 16 officers; full policy filed with 2024 Form 10-K .
Employment Terms
- Employment Agreements: Lumen does not provide traditional employment agreements to officers; instead initial offer letters may include commitments. No employment agreement for Ward is disclosed .
- On-boarding cash: $1,000,000 cash paid at start to offset forfeited comp, subject to clawback if Ward resigns or is terminated for cause before two-year anniversary (Feb 12, 2026) .
- Severance (Executive Severance Plan – no change of control): Other executives entitled to cash severance equal to 1× total targeted cash compensation (base + STI target) plus 1 year of COBRA; pro-rata annual bonus if employed ≥3 months; outplacement; subject to release and restrictive covenants .
- Change of Control: For “Other Executives,” protected period is 1.5 years; cash severance is 2× annual cash compensation; 2 years of welfare benefits; STI for year of termination based on actual performance prorated; outplacement .
- Equity treatment on Change of Control: No single-trigger acceleration. If terminated without cause or resigns for good reason within 18 months following a change of control (double trigger), immediate vesting of time-based equity; performance-based equity retained and continues to vest (pays at target upon death) .
- Clawbacks and forfeiture: Board-authorized clawbacks for fraud/illegal conduct; Dodd-Frank recoupment for restatements effective Oct 2, 2023; broader forfeiture covenants extend 18 months post-termination for harmful activity .
- Restrictive covenants: Executive Severance Plan includes restrictions on competing, misuse of proprietary info, and inducing employees/customers during employment and for 12 months post-termination .
- Related party transactions: None reportable for 2024 .
Potential Termination Payments (as of Dec 31, 2024)
| Type | Ward Amount |
|---|---|
| Involuntary Termination Without Cause (Cash Severance) | $1,500,000 |
| Change of Control Termination (Cash Severance) | $3,000,000 |
| Annual Bonus (varies by scenario) | $496,156–$661,541 depending on scenario |
| Equity Awards (Death/Disability/COC scenarios) | $10,956,079 |
| Pension and Welfare (COBRA) | $26,900–$50,800 depending on scenario |
Compensation Structure Analysis
- Shift in LTI mix: 60% of 2024 LTI granted as performance-based long-term cash (equally weighted TSR and cumulative FCF), reflecting share pool constraints; 40% TBRS maintained for alignment/retention. Company returned to equity-based performance awards for 2025 .
- Metric recalibration: STI evaluated as H1 + H2 sum with revised targets mid-year due to strategy shift; LTI metric changed from cumulative EBITDA (+Revenue modifier) to cumulative FCF in Nov 2024 to better align with PCF and debt covenants .
- Pay-for-performance discipline: Negative absolute TSR cap limits TSR payouts to target; 2022 PBRS paid 0% (below threshold) .
- Governance safeguards: No hedging/pledging; no SERP; no excise tax gross-ups; no single-trigger equity acceleration; shareholder approval policy for severance >2.99× salary+target bonus .
Equity Ownership & Vesting Schedule Detail
| Award | Grant Date | Quantity/Target | Vesting Schedule |
|---|---|---|---|
| TBRS—On-boarding | Feb 12, 2024 | 912,209 shares | 25% each Feb 12, 2025/2026/2027/2028 |
| Time-Vested Long-Term Cash—On-boarding | Feb 12, 2024 | $1,250,000 target | Equal installments 2025–2028, reported as “Bonus” each year if NEO |
| TBRS—Annual | Mar 1, 2024 | 633,192 shares | 1/3 each Mar 1, 2025/2026/2027 |
| PLTC—Relative TSR | Mar 1, 2024 | $750,000 target | Vests Mar 1, 2027 after 2024–2026 performance |
| PLTC—Cumulative Free Cash Flow | Mar 1, 2024 | $750,000 target | Vests Mar 1, 2027 after 2024–2026 performance |
Performance & Track Record
- Company TSR was 190% in 2024 (Dec 31, 2024 vs Dec 31, 2023), driven by $15B debt modifications and $8.5B PCF partnerships .
- Ward’s execution highlights in 2024 improved network effectiveness, operational efficiency, IT modernization, and product roadmap for AI/cloudification .
Employment Terms Summary Table
| Topic | Key Terms |
|---|---|
| Severance (No CoC) | 1× total targeted cash (base + STI target), 1 year COBRA; pro-rata STI if ≥3 months; outplacement; restrictive covenants; release required |
| CoC Severance (Other Executives) | 2× annual cash compensation; 2 years welfare benefits; protected period 1.5 years; prorated STI and outplacement |
| Equity on CoC (Double Trigger) | Immediate vesting of time-based; performance-based retained and continues; death pays PRS at target |
| Clawbacks | Fraud/illegal conduct clawbacks; Dodd-Frank recoupment for restatements; 18-month forfeiture window for harmful activity |
| Ownership Guidelines | 3× base salary; 3 years to comply; 65% hold until compliant; Ward compliant as of Mar 19, 2025 |
| Insider Policy | Hedging and pledging prohibited for directors and Section 16 officers |
Investment Implications
- Alignment and retention: Significant unvested TBRS through 2028 and performance-based cash vesting in 2027 create retention hooks; on-boarding cash clawback runs to Feb 12, 2026, reducing near-term voluntary departure risk .
- Pay-for-performance: LTI tied to TSR and cumulative FCF with hard caps and 0% historical payouts (2022 PBRS), indicating rigorous linkage; mid-year STI/LTI recalibration aligned to transformation and liquidity priorities (PCF, debt) .
- Ownership discipline: Ward is in compliance with 3× salary ownership guidelines; prohibition on hedging/pledging reduces misalignment risk; beneficial ownership <1% suggests limited direct stock selling pressure, though multi-year TBRS vestings add potential periodic supply .
- Change-of-control economics: Double-trigger equity acceleration and 2× cash multiple for executives provide standard market protections without single-trigger windfalls, balancing retention with shareholder safeguards .
- Execution signal: 2024 scorecard shows substantial operational progress under Ward; if TSR and FCF targets are met by 2026, 2027 LTPC payouts could be meaningful, offering a lever for long-term value creation .