James Fowler
Lumen TechnologiesAbout James Fowler
Independent director at Lumen Technologies since 2023; age 53. Fowler is a technology operator with 25+ years leading digital transformation, currently serving as Chief Technology Officer at Nationwide Mutual Insurance and previously Group CIO at GE, with earlier roles at Accenture and AT&T . He is designated by the Board as an “audit committee financial expert” and is affirmatively determined independent under NYSE/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Mutual Insurance Company | Chief Technology Officer | 2018–present | Leads enterprise technology, digital innovation, cybersecurity at a Fortune 100 insurer |
| General Electric | Group Chief Information Officer | 2015–2018 | Enterprise CIO across GE; prior BU CIO roles 2003–2015; Six Sigma Blackbelt/Infrastructure Architect 2000–2003 |
| Accenture | Technology Manager | 1996–2000 | Consulting, large-scale technology delivery |
| AT&T | Systems Analyst | 1993–1996 | Telecom systems analysis/engineering |
External Roles
| Category | Company/Institution | Role | Tenure | Notes |
|---|---|---|---|---|
| Public company boards | — | — | — | No other public company directorships disclosed |
Board Governance
- Current Lumen board roles: Audit Committee (member) and Risk & Security Committee (member) .
- Audit Committee “financial expert” designation: Fowler meets SEC definition; determined by the Board in early 2025 .
- Independence: Board affirmed independence for all directors other than the CEO; Fowler is independent .
- Attendance and engagement: Each director attended >90% of Board/committee meetings in 2024; Audit Committee met 9 times (98% attendance overall); Risk & Security met 4 times (100% attendance overall) .
- Chair roles: None. Committee chairs are Hal S. Jones (Audit) and Kevin P. Chilton (Risk & Security) .
Fixed Compensation (Outside Director – 2024)
| Component | 2024 Policy/Amount | Fowler’s 2024 Actual | Detail/Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | Included in total | Standard for outside directors |
| Audit Committee member fee | $17,500 | Included in total | Member rate |
| Risk & Security Committee member fee | $15,000 | Included in total | Member rate |
| Meeting fees | None disclosed | — | Not part of Lumen’s 2024 director program |
| Total cash fees | — | $132,500 | Fowler’s 2024 cash compensation per proxy table |
Performance Compensation (Equity – Outside Director Program)
| Metric/Instrument | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Time-vested restricted stock (annual grant) | May 16, 2024 | 157,518 | $204,773 | 1-year cliff (May 16, 2025), service-based | Annual outside director equity; number equals $200,000 ÷ 15-day VWAP; reported fair value uses closing price per ASC 718 |
| Performance metrics tied to director equity | N/A | — | — | — | Outside director equity is time-based; no performance conditions |
Lumen indicates no changes were made to director compensation levels in May 2024; program is targeted near 50th percentile vs peers .
Other Directorships & Interlocks
| Type | Company | Role | Interlock/Conflict Note |
|---|---|---|---|
| Public company | — | — | No other public company directorships disclosed |
| Compensation interlocks | — | — | HRCC interlocks: none reported in 2024 (no reciprocal executive/board relationships) |
Expertise & Qualifications
- Digital transformation, enterprise IT, cloud and cybersecurity oversight; adds depth to Risk & Security Committee remit .
- Audit literacy and controls experience sufficient for Audit Committee “financial expert” designation .
- Large-scale operational leadership at Fortune 100 companies (GE, Nationwide) .
Equity Ownership (Alignment)
| Measure (as of record date, Mar 19, 2025 unless noted) | Amount |
|---|---|
| Unrestricted shares beneficially owned | 143,500 |
| Unvested restricted stock (beneficial ownership table) | 240,556 |
| Total beneficial ownership | 384,056 (<1% of outstanding) |
| Unvested restricted stock (as of Dec 31, 2024, program table) | 157,518 |
| Shares pledged as collateral | None; ownership table notes shares “not pledged” |
| Hedging/pledging policy | Hedging prohibited; pledging and margin accounts prohibited for directors/Section 16 officers |
| Director stock ownership guideline | 5× annual cash retainer ($500,000) with 5-year compliance window |
| Compliance status | In compliance as of Mar 19, 2025 (Fowler listed among compliant directors) |
Governance Assessment
- Board effectiveness and skill fit: Fowler strengthens audit oversight (financial expert) and technology/cybersecurity governance at a time when Lumen’s risk posture emphasizes ERM, cybersecurity, and AI governance under the Risk & Security Committee .
- Independence and conflicts: Independent; no related-party transactions reportable in 2024; insider policy bans hedging/pledging—ownership table confirms no pledges .
- Engagement: Committee participation across Audit and Risk & Security, with Board-wide attendance >90% in 2024 and strong committee attendance metrics (Audit 98%, RS 100%) signal active oversight .
- Pay alignment: Balanced cash/equity mix (cash $132,500; equity $204,773; total $337,273) with time-based equity and robust ownership guidelines (5× retainer) supports alignment; no extraordinary service fees or options; no program changes in 2024 .
RED FLAGS
- None identified in filings: no related-party transactions (Item 404), no hedging/pledging, no interlocks, and no attendance issues disclosed .