Stephen McMillan
Lumen TechnologiesAbout Stephen McMillan
Stephen McMillan, age 54, is an independent director nominee to Lumen’s Board for election at the 2025 annual meeting. He is currently President and Chief Executive Officer of Teradata Corporation and brings deep experience in global strategy, digital transformation, cloud services, and enterprise analytics; if elected, he is expected to serve on the Human Resources & Compensation Committee (HRCC) and the Nominating & Corporate Governance Committee (NCG) . The Board affirmed his independence and his qualification for HRCC’s heightened independence standards in early 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM Corporation | Vice President, IBM Strategic Outsourcing; earlier senior roles in managed services, consulting, IT | 1993–2012 (VP 2009–2012) | Led global managed services and outsourcing initiatives |
| Oracle Corporation | SVP, Managed Cloud Services; SVP, Customer Success & Managed Cloud Services | 2012–2017 | Scaled cloud services and customer success programs |
| F5, Inc. | EVP, Global Services | 2017–2020 | Ran global services across security, cloud management, fraud prevention, and network performance |
| Teradata Corporation | President & CEO | 2020–present | Led transformation of a cloud and hybrid analytics platform company (incl. AI) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teradata Corporation | Director | Since 2020 | Public company directorship; no Lumen interlocks disclosed |
Board Governance
- Independence: The Board determined Mr. McMillan is independent and meets HRCC heightened independence/qualification standards (SEC/NYSE/charter) if elected .
- Committee assignments (anticipated post-2025 AGM): HRCC and NCG; no chair roles disclosed for McMillan .
- Nomination and selection: Identified via senior leadership’s professional network and a nationally recognized search firm; Board evaluates overboarding, conflicts, tenure and age guidelines (target avg tenure ≤10 years; guideline age <75; max three other unaffiliated public boards unless waived) .
- Board attendance culture: In 2024, there were 28 Board/committee meetings; each then-current director attended >90% and all attended the 2024 annual meeting; independent directors met quarterly in executive session led by the Chairman .
- Committee cadence: NCG and HRCC each had structured quarterly agendas; NCG met 4 times with 100% attendance; HRCC met 6 times with 100% attendance (membership shown reflects anticipated post-2025 alignment) .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer (outside directors) | $100,000 | Paid to each non-employee director |
| Committee chair fees | Audit $35,000; HRCC $35,000; NCG $30,000; Risk & Security $30,000 | Annual cash fees |
| Committee member fees | Audit $17,500; HRCC $17,500; NCG $15,000; Risk & Security $15,000 | Annual cash fees |
| Non-executive Chairman supplemental fee | $200,000 | Paid to Chairman (Mr. Glenn) |
| Maximum annual director compensation cap | $750,000 | Aggregate cash + equity cap per year |
- Independent consultant: HRCC reviews director compensation annually with assistance from an independent consultant; no changes made in May 2024; program near 50th percentile vs peers .
- Extraordinary service fees: None paid in 2024 .
Performance Compensation
| Element | Grant Value | Form | Vesting | Dividend Treatment |
|---|---|---|---|---|
| Annual equity grant (outside directors) | Target $200,000 (prorated for partial year) | Time-vested restricted stock, or RSUs if elected under Director Deferred Compensation Plan | Vests on one-year anniversary of grant, subject to service; accelerated in limited circumstances | Dividends/dividend equivalents accrue and vest/settle with the award; no dividends paid in 2024 |
- 2024 awards: 157,518 shares granted on May 16, 2024 to each outside director elected at 2024 AGM (target $200,000 divided by 15-day VWAP); prorated awards: Linear $50,000 (34,317 shares, Feb 22, 2024) and Capossela $100,000 (15,608 shares, Oct 30, 2024). Grant date fair values reflect closing price per ASC 718; vest 1-year post-grant .
- Note: Director equity is time-based; no performance metrics apply to outside director grants .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| Teradata Corporation | Cloud/data analytics | Director (since 2020) | No Lumen-related interlocks or related-party transactions disclosed for 2024 |
- Related-party transactions: None reportable under Item 404 for 2024; annual related-party review by Legal/Audit/NCG .
- Hedging/pledging: Directors/officers prohibited from hedging/monetization and pledging/margin accounts under insider trading policy; full policy filed with 2024 Form 10-K .
Expertise & Qualifications
- Skills matrix: Strategy; Global Business; Sales & Marketing; Digital Transformation; Technology & Innovation; Governance & Stakeholder Alignment; Finance; HR; Risk Management/Cybersecurity .
- CEO experience in enterprise analytics and AI platforms (Teradata); prior leadership across cloud services and global outsourcing (Oracle, IBM, F5) .
Equity Ownership
| Holder | Unrestricted Shares | Unvested Restricted Stock | Total Beneficially Owned | Vested Deferred Stock Units | Percent of Class |
|---|---|---|---|---|---|
| Stephen McMillan (nominee) | — | — | — | — | N/A (nominee; no holdings reported) |
- Stock ownership guidelines: Outside directors must beneficially own Lumen stock equal in market value to 5x annual cash retainer ($500,000); directors have five years to attain and must hold 65% of shares acquired via equity programs until compliant (net of tax) .
- Compliance snapshot (as of Mar 19, 2025): 14 of 15 NEOs/outside directors compliant; one within the five-year window (Capossela); McMillan not yet counted until elected .
Governance Assessment
- Strengths: Independence affirmed; expected HRCC membership with heightened independence; strong transformation and cloud/data operating credentials; Board’s structured evaluation/refresh process identified him via professional networks and search firm, mitigating selection risk .
- Alignment and incentives: Director pay mix balanced between cash retainer and time-based equity with one-year vesting; ownership guideline of 5x retainer supports longer-term alignment; use of an independent compensation consultant and a cap on annual director pay add discipline .
- Attendance/engagement: Lumen board culture reflects high engagement (>90% attendance; quarterly executive sessions) and robust committee cadences; McMillan’s attendance cannot be assessed pre-election .
- Conflicts risk: No related-party transactions for 2024; hedging/pledging prohibited; overboarding evaluated (policy limits to ≤3 other unaffiliated public boards unless waived)—McMillan’s single outside public board (Teradata) fits policy parameters .
- RED FLAGS:
- Initial lack of Lumen share ownership (as nominee) until post-election grants and purchases; however, five-year compliance window and 65% hold requirement mitigate near-term alignment gap .
- Dual-hatted as a sitting public company CEO (Teradata) may present time-commitment constraints; Board’s overboarding and independence review processes partially address this risk .
Implications: If elected, McMillan’s cloud/data and transformation background should bolster HRCC and NCG oversight of pay-for-performance design, succession planning, and governance modernization. Monitoring his pace toward ownership guideline compliance and any incremental public board commitments will be key signals for investor confidence .