Kevin P. Chilton
Director at LUMN
Board
About Kevin P. Chilton
Independent director at Lumen Technologies since 2017; age 70. Retired U.S. Air Force four-star general; former Commander, U.S. Strategic Command, with deep experience in cybersecurity, enterprise risk, and classified operations. Also a former NASA astronaut (three shuttle missions) and deputy program manager for the International Space Station. Determined independent by the Board in early 2025 and designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Strategic Command (DoD) | Commander (four-star general) | 2007–2011 | Led nuclear, space, and cyberspace operations—directly relevant to cyber and operational risk oversight |
| U.S. Air Force Space Command | Commander | 2006–2007 | Space and network resilience oversight |
| NASA | Astronaut (3 space shuttle flights) | 1987–1996 | Mission execution under high-reliability, safety-critical regimes |
| NASA/ISS Program | Deputy Program Manager | 1996–1998 | Complex, multi-stakeholder program governance |
| Chilton & Associates, LLC | President | 2011–present | Advisory leadership on risk and security |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Anadarko Petroleum Corporation | Director (former) | Not disclosed | Former public company directorship |
| AeroJet Rocketdyne | Director (former) | Not disclosed | Former public company directorship |
| Orbital ATK, Inc. | Director (former) | Not disclosed | Former public company directorship |
| Orbital Sciences Corporation | Director (former) | Not disclosed | Former public company directorship |
| Current public company boards | — | — | None |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director; Board affirmed independence of all non-CEO directors in early 2025 |
| Lumen Board tenure | Director since 2017 |
| Committees | Audit Committee (member); Risk & Security Committee (Chair) |
| Audit Committee qualifications | Identified as an “audit committee financial expert” |
| Committee activity (2024) | Audit: 9 meetings (committee attendance 98% overall); Risk & Security: 4 meetings (committee attendance 100%) |
| Board attendance (2024) | Each director attended >90% of Board and committee meetings; all directors attended 2024 annual meeting |
| Executive sessions | Independent directors met quarterly in executive session led by the Chairman |
Fixed Compensation (Outside Director Pay)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard outside director retainer |
| Committee chair/member fees | Audit: Chair $35,000; Member $17,500. Risk & Security: Chair $30,000; Member $15,000. HRC Member $17,500; NCG Member $15,000 | Fee schedule; applies to outside directors by role |
| 2024 cash paid (Chilton) | $147,500 | Matches $100,000 retainer + $30,000 Risk & Security Chair + $17,500 Audit member |
| Equity grant (annual) | Target $200,000 in time-vested restricted stock (or RSUs if deferred); vests at 1 year | Granted 5/16/2024; dividends accrue and vest with award |
| 2024 equity (Chilton) | $204,773 (grant-date fair value) | Reflects FASB ASC 718 valuation; underlying target $200,000 |
| Max total comp cap | $750,000 per director per year | Governance cap on aggregate cash+equity |
| Extraordinary service fee | None paid in 2024 | Discretionary ability; not used in 2024 |
| Benchmarking | Program near 50th percentile vs peers; no 2024 change | HRCC reviewed with independent consultant |
Performance Compensation
Director pay has no performance-based metrics; equity is time-vested to align with shareholders (no options or PSU metrics for directors).
| Performance Element | Metric | Weight | Status |
|---|---|---|---|
| None (outside directors) | N/A | N/A | Time-based equity only |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Anadarko Petroleum; AeroJet Rocketdyne; Orbital ATK; Orbital Sciences |
| HRCC interlocks | None disclosed; HRCC members listed do not include Chilton |
Expertise & Qualifications
- Cybersecurity and enterprise risk: Chairs Lumen’s Risk & Security Committee overseeing cyber, privacy, AI governance, ethics & compliance, and ERM reporting (quarterly) .
- Financial literacy: Member, Audit Committee; designated audit committee financial expert .
- Classified/government oversight: Prior STRATCOM and Space Command leadership; aligns to network reliability/security oversight .
- Technology and operations: NASA astronaut/ISS management background supports high-reliability governance .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 91,911 shares | As of record date (Mar 19, 2025) |
| Unvested 2024 director grant | 157,518 RSUs (time-based) | One-year vesting on 5/16/2025; Chilton elected RSUs via deferral (2) |
| Deferred stock units (vested/held for settlement) | 268,213 units | Includes deferrals; note footnote indicates some units in this count vest 5/16/2025 prior to settlement (3) |
| Ownership guideline | 5x annual cash retainer ($500,000) | Outside directors’ guideline |
| Compliance status | In compliance | 14 of 15 directors/NEOs in compliance; Capossela within window |
| Pledging/hedging | Prohibited | Insider trading policy prohibits hedging/pledging by directors; no related exceptions disclosed |
Governance Assessment
- Strengths
- Risk oversight leadership: As Risk & Security Chair, leads quarterly cyber, privacy, AI, and ERM oversight; coordinates risk oversight across committees—critical given Lumen’s AI/network strategy and regulatory exposure .
- Financial oversight: Audit Committee member and “financial expert,” enhancing financial reporting and internal controls oversight amid restructuring and debt actions .
- Engagement/attendance: >90% attendance; committee attendance robust (Audit 98%, Risk & Security 100% overall) supporting engagement credibility .
- Alignment: Complies with stock ownership guidelines; director equity time-vested; hedging/pledging prohibited; no related-party transactions—good alignment/low conflict profile .
- Watch items
- Elevated enterprise risk backdrop: Ongoing transformation, large AI/private connectivity projects, and debt restructurings increase execution and cyber/operational risk—places premium on continued RS oversight and audit rigor (context from Audit Committee and Board risk disclosures) .
Related Party, Conflicts, and Policies
- Related-party transactions: None reportable for 2024 .
- Insider trading policy: Prohibits hedging/monetization and pledging by directors/officers; reinforces alignment .
Director Compensation (Detail)
| Year | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| 2024 | $147,500 | $204,773 | $352,273 |
| Notes | |||
| • Components | $100,000 retainer + $30,000 RS Chair + $17,500 Audit member | Annual time-vested equity (target $200,000; 157,518 shares/RSUs) | As disclosed |
| • Vesting | — | One-year vest (May 16, 2025); dividends accrue until vest |
All numbers above from Lumen 2025 DEF 14A proxy unless otherwise noted. Citations: .