Hal Stanley Jones
Director at LUMN
Board
About Hal Stanley Jones
Independent director at Lumen Technologies since 2020; age 72. He is Chair of the Audit Committee and a member of the Risk and Security Committee, designated by the Board as an “audit committee financial expert.” Former CFO of Graham Holdings (The Washington Post Company) with prior roles as CEO/President of Kaplan Professional and CPA at PwC, bringing deep financial reporting, controls, and public accounting expertise to the Board. The Board determined he is independent under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graham Holdings (formerly The Washington Post Company) | Chief Financial Officer | 2009–2017 | Led financial reporting and controls for diversified public company |
| The Washington Post Company | Senior-level finance/operations roles | 1989–2008 | Built operating and controls experience in media conglomerate |
| Kaplan Professional (subsidiary of The Washington Post) | Chief Executive Officer and President | 2007–2008 | P&L leadership; human capital and governance exposure |
| PricewaterhouseCoopers | Certified Public Accountant | 1977–1988 | Public accounting, audit background |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Playa Hotels & Resorts N.V. | Director | Since 2013 (public since 2017) | Audit Committee; Compensation Committee |
Board Governance
- Committee assignments: Audit (Chair); Risk and Security (member). Audit Committee held 9 meetings in 2024 with 98% attendance; members include Jones, Capossela, Chilton, Fowler (Goldberg to be added post-ASM).
- Independence and qualifications: Board affirmed all directors are independent other than the CEO; Jones is designated an “audit committee financial expert” under SEC rules.
- Attendance and engagement: In 2024, there were 28 total Board/standing committee meetings; each director attended >90% of both Board and committee meetings; independent directors met in executive session quarterly; all directors attended the 2024 annual meeting.
- Audit Committee oversight (2024 highlights): reviewed quarterly/annual financials and earnings disclosures; ICFR and disclosure controls; SEC regulatory changes; debt covenant compliance; goodwill impairment testing; litigation updates; ICFR/Internal Audit reporting; capital allocation, investment, and tax planning; KPMG performance and independence; recommended inclusion of 2024 audited financials in Form 10‑K.
Fixed Compensation
| Component (Outside Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard outside director cash retainer |
| Audit Committee Chair fee | $35,000 | Chair supplemental cash fee |
| Risk & Security Committee member fee | $15,000 | Member supplemental cash fee |
| 2024 Cash fees actually paid to Jones | $150,000 | Matches retainer + Audit Chair + RS member |
| Other benefits | Up to $5,000 annual physical; travel; director education reimbursement; NetJets time-share for company business; D&O insurance/indemnification | Standard program; no extraordinary service fees paid in 2024 |
Performance Compensation
| Equity Element | 2024 Grant Detail | Fair Value | Vesting & Terms |
|---|---|---|---|
| Annual equity retainer (time-vested RS or RSU) | Target $200,000 grant; 157,518 units granted on May 16, 2024 (shares/RSUs based on director deferral election) | $204,773 | Vests on one-year anniversary (May 16, 2025); dividends/dividend equivalents accrue and vest with award; no performance conditions |
| Jones – year-end unvested units | 157,518 RSUs (as of Dec 31, 2024) | — | Time-based vesting; if deferred, settlement per election |
| Deferred compensation election | Non-Employee Directors Deferred Compensation Plan permits deferral of cash/equity; deferred equity issued as RSUs, settles per elected date/event | — | Jones holds 157,518 deferred stock units that will vest May 16, 2025 and settle later per his election |
Director equity at Lumen is time-based (not performance-based); no options were reported for directors in 2024.
Other Directorships & Interlocks
- Current public board: Playa Hotels & Resorts N.V. (Audit; Compensation).
- Compensation Committee interlocks: Lumen disclosed no HRCC interlocks in 2024; no executive officer served on the board of a company employing any Lumen director.
- Director service policy: Board evaluates “overboarding”; general guideline is no more than three other unaffiliated public company boards (Jones serves on one).
Expertise & Qualifications
- Audit committee financial expert; extensive CFO/public company finance experience; CPA background.
- Cyber/risk oversight exposure via Risk & Security Committee membership.
- Governance experience as outside public company director (Playa Hotels & Resorts).
Equity Ownership
| Holder | Unrestricted Shares | Unvested Restricted Stock | Total Beneficially Owned | Vested Deferred Stock Units | % of Class | Notes |
|---|---|---|---|---|---|---|
| Hal S. Jones | 146,594 | — | 146,594 | 157,518 (deferred; will vest 5/16/2025; settlement per election) | <1% | Beneficially owned shares “are not pledged to third parties” |
| Ownership guidelines | Outside directors: 5x annual cash retainer ($500,000) | — | — | — | — | 14 of 15 NEOs/directors in compliance as of 3/19/2025; Jones listed as compliant |
| Hedging/pledging | Hedging prohibited; pledging prohibited for directors/Section 16 officers (per insider trading policy) | — | — | — | — | Policy filed with 2024 Form 10‑K; no related party transactions in 2024 |
Governance Assessment
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Strengths
- Chairs Audit Committee with 2024 committee cadence (9 meetings; 98% attendance) and robust agenda across ICFR, reporting, debt compliance, and auditor oversight—supports investor confidence in controls and financial reporting.
- Designated audit committee financial expert; deep CFO/CPA background; independence affirmed by Board.
- Attendance discipline (each director >90% of Board/committee meetings); quarterly independent sessions.
- Pay structure aligned with market medians; balanced cash/equity, time-based RSU to align with shareholders; total 2024 comp $354,773 (cash $150,000; stock $204,773).
- Strong alignment policies: 5x retainer ownership guideline; Jones in compliance; hedging/pledging prohibited.
- No related-party transactions disclosed for 2024.
-
Potential RED FLAGS
- None disclosed specific to Jones: no pledging, no related-party exposure, and no attendance or interlock concerns reported.