T. Michael Glenn
Lumen TechnologiesAbout T. Michael Glenn
T. Michael Glenn, 69, is Lumen’s independent, non‑executive Chairman of the Board (since May 2020) and has served as a director since 2017. He is a former President & CEO of FedEx Corporate Services and longtime FedEx executive, bringing deep experience in market development, customer operations, communications, and strategic execution; he also served as a Senior Advisor at Oak Hill Capital Partners and currently sits on Pentair PLC’s board as chair of its Compensation Committee . The Board has affirmatively determined his independence (all directors except the CEO), and he leads quarterly executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corp. | President & CEO, FedEx Corporate Services; EVP Market Development & Corporate Communications; SVP Worldwide Marketing/Customer Service for FedEx Express | 1981–2016 | Member of five‑person Executive Committee; led strategic business activities and market development |
| Oak Hill Capital Partners | Senior Advisor | 2017–2020 | Private equity advisory experience augmenting capital markets perspective |
External Roles
| Organization | Role | Since | Committee/Position |
|---|---|---|---|
| Pentair PLC | Independent Director | 2017 | Chair, Compensation Committee |
Board Governance
- Roles: Independent, non‑executive Chairman; HRCC member. As Chairman, Glenn presides over Board/independent director meetings, sets agendas with the CEO, ensures information quality and timeliness, represents the Board in stakeholder communications, and oversees Board functioning .
- Independence: Board affirmed independence for all nominees other than the CEO; HRCC membership meets heightened independence requirements .
- Committees: Human Resources & Compensation (HRCC) member; HRCC met 6 times in 2024 with 100% attendance; independent directors met in executive session quarterly led by the Chairman .
- Attendance: In 2024, there were 28 total Board/committee meetings; each director attended more than 90% of Board and respective committee meetings; all then‑current directors attended the 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Annual Cash Retainer | $100,000 |
| Chairman Supplemental Fee | $200,000 |
| Committee Fee – HRCC Member | $17,500 |
| Fees Earned or Paid in Cash (reported) | $317,500 |
| Stock Awards (grant date fair value) | $204,773 |
| Other Compensation | $5,000 (annual physical exam reimbursement) |
| Total (reported) | $527,273 |
| 2024 Equity Grant Units | 157,518 RSUs (time‑vested; annual grant; directors may defer into RSUs) |
| 2024 Equity Vesting | One‑year cliff vest from May 16, 2024 grant date (vests May 16, 2025; accelerated in limited circumstances) |
Notes:
- Director compensation comprises cash retainers/committee fees and an annual time‑vested equity grant targeted at $200,000; HRCC reviewed director pay and made no changes in May 2024, determining it was near the 50th percentile vs peers .
- Dividends/dividend equivalents on director awards accrue and are subject to the same vesting terms; Lumen paid no dividends in 2024 .
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance‑based metrics for director pay | None; outside director equity awards are time‑vested only (no options/PSUs, no performance metrics disclosed for directors) |
| Extraordinary service fees | Allowed at discretion; none paid in 2024 |
Other Directorships & Interlocks
| Company | Role | Committee/Position | Interlock/Conflict Notes |
|---|---|---|---|
| Pentair PLC | Independent Director | Chair, Compensation Committee | Within Lumen’s “no more than three other boards” guideline; no HRCC interlocks/insider participation disclosed for 2024 at Lumen |
- HRCC Interlocks: No HRCC member was an officer/employee of Lumen or subsidiaries; no Lumen executive officer served on the board of any company employing any Lumen director in 2024 .
- Related Party Transactions: None reportable under Item 404 for 2024 .
Expertise & Qualifications
- Strategic leadership in market development, customer operations, and communications; contributes to Board skills in sales/marketing, strategy, governance/stakeholder alignment, and HR leadership .
- Board leadership: As Chairman, Glenn organizes Board activities, agendas, and information flow, and presides over shareholder meetings, enhancing Board effectiveness and oversight .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Unrestricted Shares Beneficially Owned | 199,362 | Includes 77,143 held indirectly in a trust |
| Unvested Restricted Stock | — | No unvested restricted stock; Glenn uses RSUs when deferring |
| Unvested RSUs (as of 12/31/2024) | 157,518 | Annual director grant (time‑vested) |
| Vested Deferred Stock Units | 307,318 | Deferred under Non‑Employee Directors Deferred Compensation Plan |
| Percent of Class | <1% | As of record date |
| Director Stock Ownership Guideline | 5x annual cash retainer ($500,000) | Guideline; director must reach within 5 years |
| Compliance Status | In compliance | As of March 19, 2025 (Glenn among compliant directors) |
| Hedging/Pledging | Prohibited | Insider trading policy prohibits hedging/pledging by directors and Section 16 officers |
Governance Assessment
- Strengths: Independent, non‑executive Chairman with explicit Board leadership responsibilities; HRCC member meeting heightened independence standards; high engagement with more than 90% attendance and quarterly executive sessions; director pay aligned near market 50th percentile; meets 5x retainer ownership guideline; no related‑party transactions or hedging/pledging allowed .
- Watchpoints: Dual compensation governance exposure (chairing Pentair’s comp committee while serving on Lumen’s HRCC) can raise optics of pay benchmarking drift even absent disclosed interlocks; continued chair rotation policy suggests potential leadership transition considerations over time, though Board may extend service if in Company’s best interest .
- Overall: Governance signals support investor confidence—independence, attendance, ownership alignment, and transparent compensation practices—while external comp chair role warrants ongoing monitoring for any peer selection/target percentile shifts (no adverse findings disclosed) .