Martha Helena Béjar
Director at LUMN
Board
About Martha Helena Béjar
Independent director since 2016; age 62. Chair of the Nominating and Corporate Governance (NCG) Committee and member of the Human Resources and Compensation (HRCC) Committee, with deep experience in technology, telecom, and corporate governance spanning executive roles at Microsoft, Wipro, Infocrossing, and multiple CEO positions at Unium and Flow Mobile . The Board affirmatively determined her independence under NYSE and company guidelines in early 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DaGrosa Capital Partners LLC | Senior Partner/Advisor | 2022–present | Private equity advisory |
| Red Bison Advisory Group, LLC | Co-founder and Principal | 2012–2019 | Business advisory leadership |
| Unium, Inc. | Chief Executive Officer | 2016–2018 | Led Wi-Fi technology provider |
| Flow Mobile, Inc. | Chief Executive Officer | 2012–2015 | Broadband wireless operations |
| Infocrossing (Wipro affiliate) | CEO & Chairperson | 2011–2012 | Cloud services leadership |
| Wipro (IT Services) | President, Worldwide Sales & Operations | 2009–2011 | Global sales/ops leadership |
| Microsoft | Corporate VP, Communications sector | 2007–2009 | Enterprise communications strategy |
| Nortel; Bellcore/Bellsouth/AT&T | Exec roles in sales, ops, engineering & R&D | Pre‑2007 | Broad technical and operational grounding |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Commvault Systems | Director | Since 2018 | Chair Nominations & Governance; Member Audit |
| Quadient SA (Neopost) | Director | 2019–June 2025 | Chair Nominating/Governance and Compensation |
| Sportsman’s Warehouse Holdings | Director | Since 2019 | Chair Nominating & Governance; Member Audit |
| Prior public boards | Mitel Networks; Polycom | — | — |
Board Governance
- Committee assignments: Chair, NCG; Member, HRCC .
- Attendance: HRCC met 6 times in 2024 (100% attendance) ; NCG met 4 times in 2024 (100% attendance) ; each director attended >90% of Board and committee meetings in 2024; independents met quarterly .
- Independence: Board affirmed independence for all directors other than CEO (including Béjar) in early 2025 .
- Shareholder engagement: NCG Chair regularly participated in investor meetings as part of year‑round engagement; Board conducted extensive outreach on transformation and compensation design .
- Director elections (signal of support):
- 2025 votes for Béjar: 648,491,016; against: 15,721,046; abstentions: 2,311,600; broker non‑votes: 151,135,063 .
- 2024 votes for Béjar: 480,704,155; against: 37,256,165; abstentions: 2,835,914; broker non‑votes: 195,082,719 .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash fees | $147,500 | Includes $100,000 retainer + NCG Chair $30,000 + HRCC member $17,500 per guidelines |
| Stock awards (grant date fair value) | $204,773 | Annual grant targeted at $200,000; one‑year vest; dividends accrue and vest with award |
| Total (cash + equity) | $352,273 | Cap of $750,000 for outside directors |
| Deferred comp participation | Yes | Vested deferred RSUs: 111,213 units ; plan mechanics detailed |
| Benchmarking | Near 50th percentile vs peers | HRCC review with independent consultant; no change in 2024 |
Performance Compensation
- Outside directors receive time‑based restricted stock or RSUs with one‑year vesting; no performance‑based director awards disclosed .
2024 executive incentive metrics (relevant to HRCC oversight):
| Metric | Threshold | Target | Maximum | Actual vs Target | Payout % | Weighting | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | $3,871M | $4,075M | ≥$4,686M | $3,939M (96.7% of target) | 66.7% | 50% | 33.3% |
| Revenue | Company target per revised guidance | Company target per revised guidance | Company max | 98.7% of target | 93.4% | 35% | 32.7% |
| Customer Experience | Exceeded expectations | — | — | — | 150% | 15% | 22.5% |
| Company performance funding (STI) | — | — | — | — | — | — | 88.5% (approved Feb 2025) |
LTI recalibration (2024 awards): HRCC replaced Cumulative Adjusted EBITDA with Cumulative Free Cash Flow for 2024 LTI (50% weighting), retaining Relative TSR (50%); min/max payout levels set (75%/250%) with competitive sensitivity; 2022 PBRS paid 0% on both metrics over the 3‑year period .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Assessment |
|---|---|---|
| Commvault Systems | Data management software; not a direct Lumen competitor | No related‑party transactions in 2024; independence affirmed |
| Quadient SA | Mail/parcel software; governance and comp chair roles | Tenure ends June 2025; no related‑party transactions |
| Sportsman’s Warehouse | Specialty retail; audit/nominating roles | No related‑party transactions |
Company policy limits directors to no more than three other unaffiliated public company boards absent Board waiver; Béjar holds three and is within policy .
Expertise & Qualifications
- Governance: Chair of NCG; leads board evaluations, succession planning, and ESG oversight .
- Technology & Telecom: Senior leadership in Microsoft communications, Wipro global sales, CEO roles in networking/Wi‑Fi .
- Global operations and M&A: Executive roles with multinational scope; private equity advisor .
- Skills matrix coverage includes strategy, digital transformation, technology & innovation, governance/stakeholder alignment .
Equity Ownership
| Holding Type | Shares/Units | Percent of Class | Notes |
|---|---|---|---|
| Unrestricted common shares | 75,822 | <1% (*) | Sole voting/investment power; not pledged |
| Unvested restricted stock | 157,518 | — | Vests per award terms |
| Total shares beneficially owned | 233,340 | <1% (*) | Excludes RSUs >60 days from record date |
| Vested deferred RSUs | 111,213 | — | Settles per elected date/event |
| Ownership guideline | 5× annual cash retainer = $500,000 | — | Compliance: in‑compliance as of Mar 19, 2025 |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited for directors | — | Insider policy filed with 10‑K |
Governance Assessment
- Strengths: Independent; NCG Chair; HRCC member; perfect committee attendance; high shareholder support in elections; ownership guideline compliance; robust insider policy (no hedging/pledging); no related‑party transactions in 2024 .
- Pay‑for‑performance oversight: HRCC recalibrated incentives aligning LTI to Free Cash Flow and retained Relative TSR; STI funding at 88.5% tied to quantified results; 2022 PBRS paid 0%—evidence of discipline when thresholds not met .
- Red flags: Overboarding risk managed within policy (three external boards), with Quadient SA tenure ending June 2025; continued monitoring advisable for time commitments .
- Shareholder signals: Say‑on‑pay approved in 2025 (votes for: 631,911,470; against: 31,028,366; abstentions: 3,583,826; broker non‑votes: 151,135,063) and 2024 (votes for: 477,910,348; against: 39,076,182; abstentions: 3,809,704; broker non‑votes: 195,082,719), indicating solid support for compensation design .
Insider Trades
| Period | Form 4 Transactions | Note |
|---|---|---|
| 2024‑01‑01 to 2025‑11‑20 | None found for Martha H. Béjar | Insider‑trades skill query returned no records for LUMN within this period; no Section 16 delinquent reports for Béjar noted (only a CAO administrative late filing) . |
Committee & Attendance Detail
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | 100% |
| Human Resources & Compensation | Member | 6 | 100% |
| Board/Independents | Director; independent sessions quarterly | Board/Committee total: 28 | >90% per‑director |
Say‑on‑Pay & Director Election Votes (Support Signals)
| Item | 2024 | 2025 |
|---|---|---|
| Say‑on‑pay – Votes For | 477,910,348 | 631,911,470 |
| Say‑on‑pay – Votes Against | 39,076,182 | 31,028,366 |
| Say‑on‑pay – Abstentions | 3,809,704 | 3,583,826 |
| Broker Non‑Votes | 195,082,719 | 151,135,063 |
| Béjar – Votes For | 480,704,155 | 648,491,016 |
| Béjar – Votes Against | 37,256,165 | 15,721,046 |
| Béjar – Abstentions | 2,835,914 | 2,311,600 |
| Béjar – Broker Non‑Votes | 195,082,719 | 151,135,063 |
Related Party Transactions & Policies
- No related party transactions reportable under Item 404 for 2024 .
- Insider trading policy prohibits hedging and pledging by directors; Section 16 compliance: only one administrative late filing (CAO), none for Béjar .
Compensation Committee Analysis
- 2024 HRCC members included Béjar; no interlocks or insider participation by HRCC members; no HRCC member was an officer/employee; no reciprocal board service by LUMN executives in 2024 .
- Use of independent consultant; peer benchmarking at 50th percentile; clawback provisions broader than required by law .
Equity Ownership Guidelines & Alignment
- Outside director guideline: 5× annual cash retainer ($500,000); compliance window 5 years; Béjar in compliance as of Mar 19, 2025; 65% hold requirement on new equity if below guideline .
Governance Assessment
- Implications: As NCG Chair and HRCC member with perfect attendance, Béjar is central to board composition, succession, ESG, and incentive design amid Lumen’s transformation. Her independence, ownership alignment, and absence of conflicts support investor confidence; strong election outcomes and say‑on‑pay support corroborate governance credibility. Watch overboarding limits and ensure continued alignment of incentives to FCF/TSR as execution of AI‑network strategy progresses .