Michelle J. Goldberg
About Michelle J. Goldberg
Michelle J. Goldberg, age 55, is an independent director nominee to Lumen’s Board for election at the 2025 annual meeting. She is slated to serve on the Audit Committee and the Risk & Security Committee upon election, and has over two decades of experience in early-stage technology investing, finance, and governance, including as Partner/Principal at Ignition Partners (2000–2023). The Board has affirmatively determined she meets independence standards and satisfies heightened audit committee qualifications, including NYSE financial literacy requirements.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ignition Partners (VC) | Partner; Principal | 2000–2023 | Early-stage technology investing, finance, governance |
| Consultant (financial institutions; Microsoft) | Consultant | Prior to 2000 | Financial institutions and Microsoft consulting exposure |
| Middle market investment banking | Investment banker | Prior to 2000 | M&A execution experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Bakkt Holdings, Inc. | Independent Director | Since 2021 | Chair, Audit and Risk; Member, Governance and Nominations |
| Legg Mason | Prior Public Director | Not disclosed | — |
| Taubman Centers, Inc. | Prior Public Director | Not disclosed | — |
| Plum Creek Timber Company, Inc. | Prior Public Director | Not disclosed | — |
Board Governance
- Independence: The Board evaluated relationships in early 2025 and affirmatively determined all directors/nominees, except the CEO, are independent; Ms. Goldberg satisfies heightened independence and audit committee qualification standards (including financial literacy).
- Committee assignments: Anticipated Audit Committee member upon election; anticipated Risk & Security Committee member (RS committee added her in May 2025). RS committee meetings in 2024 were 4 with 100% attendance overall (note: committee-level context; Ms. Goldberg was not a 2024 member).
- Governance processes: NCG Committee employs a structured nomination process (search firm used, independence/conflicts checks, overboarding limits of ≤3 other public boards absent waiver) and refreshment guidelines (target average tenure ≤10 years; guideline not to stand if age ≥75 or service >15 years barring compelling reasons).
- Director orientation/education: Formal onboarding and continuing education encouraged; Board collectively recorded >70 hours of education in 2024 across governance, cybersecurity, SOX controls, etc.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (outside directors) | $100,000 | Standard non-employee director retainer |
| Audit Committee – Chair | $35,000 | Additional annual cash compensation |
| Audit Committee – Member | $17,500 | Additional annual cash compensation |
| Human Resources & Compensation – Chair | $35,000 | Additional annual cash compensation |
| Human Resources & Compensation – Member | $17,500 | Additional annual cash compensation |
| Nominating & Corporate Governance – Chair | $30,000 | Additional annual cash compensation |
| Nominating & Corporate Governance – Member | $15,000 | Additional annual cash compensation |
| Risk & Security – Chair | $30,000 | Additional annual cash compensation |
| Risk & Security – Member | $15,000 | Additional annual cash compensation |
| Supplemental Board fee – Non-Exec Chair | $200,000 | Paid to Chairman of the Board |
| Maximum annual compensation cap | $750,000 | Aggregate cash + equity cap per director/year |
| Benchmarking position | ~50th percentile | Based on HRCC review vs peer group; no changes made in May 2024 |
- Deferred Compensation: Non-Employee Directors Deferred Compensation Plan permits deferral of cash/equity; equity deferrals issued as RSUs and settle per elected schedule; all amounts paid by fifth anniversary of separation.
Performance Compensation
| Metric | Applies to Non-Employee Directors? | Details |
|---|---|---|
| Performance-based metrics (e.g., revenue, EBITDA, TSR, ESG) | No | Lumen’s director equity grants are time-vested; no performance metrics disclosed for outside directors. |
- Equity grant: Annual target equity grant value of $200,000 (prorated for partial year), delivered as time-vested restricted stock or deferred RSUs; vesting on one-year anniversary, subject to continued service; dividend equivalents accrue and vest with awards; no dividends paid in 2024.
Other Directorships & Interlocks
| Connection | Type | Potential Interlock/Signal |
|---|---|---|
| Bakkt (Chair Audit & Risk; Gov/Nom member) | External board | Financial oversight expertise; risk governance; no apparent supplier/customer conflict with Lumen disclosed. |
| Microsoft tie | Prior consulting by Goldberg; Capossela (LUMN director) is former Microsoft EVP/CMO | Governance/knowledge network potential; not a related-party transaction. |
- Conflict review: NCG Committee conducts independence and conflicts evaluations (transactions/relationships with directors, officers, immediate family, and significant interests) before nominations/appointments; Goldberg cleared under these processes.
Expertise & Qualifications
- Technology/Innovation and Digital Transformation: Deep experience investing in and advising early-stage technology businesses; strategic transformation credentials.
- Finance/Governance: Venture capital partner/principal background; audit committee qualification and financial literacy for NYSE standards.
- Risk oversight: Chairs Audit & Risk at Bakkt; slated to join Lumen’s Risk & Security Committee.
Equity Ownership
| Holder | Unrestricted Shares | Unvested Restricted Stock | Vested Deferred Stock Units | Total Shares Beneficially Owned | Percent of Class |
|---|---|---|---|---|---|
| Michelle J. Goldberg (nominee) | — | — | — | — | — |
- Note: As of the proxy record date, the table lists current directors, director nominees, and NEOs; Goldberg is shown as a nominee with no beneficial ownership reported.
- Director stock ownership guidelines: Outside directors are expected to acquire and maintain a certain level of Lumen stock (specific multiples not disclosed in proxy summary).
Governance Assessment
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Strengths: Independent status; audit committee qualifications (financial literacy); slated service on Audit and Risk & Security committees aligns with Lumen’s risk, finance, and transformation needs; robust Board nomination and independence review processes; director compensation aligned with market (~50th percentile) and includes meaningful equity retainer to reinforce alignment.
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Alignment: Annual time-vested equity grant ($200,000 target) with one-year vesting promotes ownership; deferred compensation option supports long-term alignment without cash pressure.
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Engagement: Structured orientation/education and documented Board continuing education (>70 hours in 2024) suggest a focus on board effectiveness.
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RED FLAGS (none evident): No related-party transactions or pledging disclosed for Goldberg; no attendance history yet due to 2025 nomination timing; no overboarding concern (company guideline ≤3 other unaffiliated public boards).
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Implications: Goldberg’s audit/risk governance experience at Bakkt, combined with VC and transformation background, should strengthen Lumen’s Audit and RS oversight amid financial and cybersecurity risk management needs; absence of disclosed ownership at record date is neutral given nominee status but watch for timely compliance with Lumen’s director ownership guidelines post-election.