Diankha Linear
Director at LUMN
Board
About Diankha Linear
Diankha Linear, 51, is an independent director of Lumen Technologies (LUMN) since 2024. She serves on the Nominating and Corporate Governance (NCG) Committee and the Risk and Security (RS) Committee; Lumen’s Board affirmed her independence (all non-CEO directors are independent) and reported that each director attended more than 90% of Board and relevant committee meetings in 2024 . Executive sessions of independent directors were held quarterly in 2024; Board leadership is separated with an independent Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community, Inc. | President & Chief Executive Officer | 2021–2024 | Led customer engagement technology (SMS at scale) |
| Convoy, Inc. | General Counsel & Corporate Secretary | 2017–2021 | Legal leadership at tech logistics company |
| Nordstrom | Senior Director, Legal | 2013–2017 | Legal leadership at specialty retail |
| Expeditors International of Washington | Director, Legal | 2008–2013 | Legal leadership in global logistics |
| US Army Reserve (Special Operations, JAG) | Paratrooper/Airborne; Logistics & Transportation; Civil Affairs; JAG Officer | 1991–2007 | Military leadership across logistics and legal |
| Perkins Coie | Legal Counsel | 1999–2004 | Corporate legal counsel experience |
External Roles
| Category | Details |
|---|---|
| Current public-company directorships | None |
| Prior public-company boards | None disclosed |
| Notable private/non-profit/academic boards | Not disclosed in proxy |
Board Governance
- Committees: NCG member; RS member (not Audit or HRCC) .
- Attendance and engagement: NCG met 4 times in 2024 with 100% attendance; RS met 4 times in 2024 with 100% attendance; all directors attended >90% of Board/committee meetings in 2024 .
- Independence: Board affirmatively determined independence for all directors except CEO; committee qualification standards met .
- Executive sessions: Independent directors met quarterly without management in 2024 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard outside director retainer; Linear’s cash received was pro-rated at $97,500 in 2024 |
| Committee fees (member) | NCG: $15,000; RS: $15,000 | Annual member fees per committee |
| Chair fees | Not applicable | No chair roles held |
| Supplemental Board fee | Not applicable to Linear | $200,000 applies only to non-executive Chairman |
| Total cash actually paid (2024) | $97,500 | Reflects pro-ration due to Feb 2024 appointment |
Performance Compensation
| Equity Award Details | Grant Date | Shares Granted (#) | Target Grant Value ($) | Vesting |
|---|---|---|---|---|
| Annual outside director grant | 2024-05-16 | 157,518 | 200,000 | One-year cliff; vests 2025-05-16 |
| Pro-rated new director grant | 2024-02-22 | 34,317 | 50,000 | One-year cliff; vests 2025-02-22 |
| 2024 stock awards (ASC 718 fair value recognized in table) | — | — | 256,249 | Aggregate fair value reported for 2024 |
Performance metrics applicable to director compensation: None. Director equity is time-based restricted stock/RSUs; no performance-based metrics are used for non-employee directors .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public boards | None |
| Compensation committee interlocks | Company disclosed no interlocks or insider participation on HRCC in 2024; Linear was not on HRCC . |
Expertise & Qualifications
- Cross-industry leadership spanning technology, logistics, and retail; legal executive background (Convoy, Nordstrom, Expeditors) .
- Military leadership (Airborne logistics, Civil Affairs, JAG), bringing risk management and operational rigor to oversight .
- Skills matrix alignment: Strategy, Risk Management/Cybersecurity, Governance & Stakeholder Alignment, HR; Technology & Innovation .
Equity Ownership
| Metric | Value |
|---|---|
| Total shares beneficially owned | 191,835 |
| Unrestricted shares | 0 |
| Unvested restricted stock | 191,835 |
| Vested deferred stock units (DSUs) | 0 (none listed as vested) |
| Ownership as % of outstanding | <1% (asterisk in table) |
| Stock ownership guideline | Outside directors: 5x annual cash retainer ($500,000) |
| Compliance status | In compliance as of March 19, 2025 |
| Hedging/pledging | Prohibited for directors/officers under insider trading policy |
Governance Assessment
- Committee assignments and attendance indicate strong engagement (100% for NCG and RS; >90% overall in 2024) supporting board effectiveness .
- Independence affirmed; no related-party transactions reportable in 2024; insider trading policy prohibits hedging/pledging, reducing alignment risks .
- Director pay balanced: cash retainer plus time-vested equity with standard vesting; pro-rated grants for appointment timing; no discretionary “extraordinary service” awards in 2024 .
- Ownership alignment: Meets 5x retainer guideline; holds meaningful unvested restricted stock; DSU participation allowed under plan (Linear among six directors who have participated) .
RED FLAGS: None disclosed for Linear—no related-party exposure, no hedging/pledging, and strong attendance. Monitor for future role changes or potential overboarding (Lumen limits service to ≤3 other public boards; Linear currently has none) .