Form 4: Lumen Technologies SVP and Controller, Andrea Genschaw, Reports Changes in Beneficial Ownership

Andrea Genschaw, SVP and Controller of Lumen Technologies, reports acquisition and disposal of common stock and forfeiture of performance-based restricted shares on March 1, 2025.

Summary

• On March 1, 2025, Andrea Genschaw, SVP and Controller of Lumen Technologies, filed a Form 4 detailing changes in beneficial ownership.
• She acquired 148,993 shares of common stock as a grant of restricted stock, and another 117,066 shares as a one-time retention grant.
• 36,604 shares were withheld to cover taxes due upon the vesting of equity awards at a price of $4.72 per share.
• 22,531 performance-based restricted shares were forfeited due to failure to achieve three-year performance metrics.
• Following these transactions, Genschaw directly owns 639,567 shares of common stock and indirectly owns 3,560 shares through an IRA.

Sentiment

Score: 6

Explanation: The document primarily reflects routine transactions related to executive compensation. The grants are positive, while the forfeiture is negative, resulting in a neutral overall sentiment.

Positives

• Andrea Genschaw received a grant of 148,993 restricted stock shares.
• Andrea Genschaw received a one-time retention grant of 117,066 restricted stock shares.

Negatives

• 22,531 performance-based restricted shares were forfeited due to failure to achieve the three-year performance metrics.

Risks

• The vesting of the performance-based portion of the restricted stock grant is dependent on achieving specific three-year performance metrics, which introduces uncertainty.

Future Outlook

The time-based portion of the restricted stock will vest in three equal annual installments beginning on March 1, 2026. Vesting of the performance-based portion is dependent upon the extent to which two three-year performance metrics are achieved, with any earned shares vesting on March 1, 2028.

Industry Context

Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. The grants of restricted stock and retention grants are common methods for incentivizing and retaining key employees.

Comparison to Industry Standards

• Comparing Lumen's equity compensation practices to those of its peers, such as Verizon (VZ) and AT&T (T), would provide a broader context.
• These companies also use restricted stock units (RSUs) and performance-based awards to align executive compensation with shareholder value.
• For example, Verizon's executive compensation includes a mix of salary, bonus, and long-term incentives, with a significant portion tied to performance metrics.
• AT&T also uses performance-based equity awards, with vesting contingent on achieving specific financial and operational targets.
• The forfeiture of performance-based shares due to unmet targets is not uncommon and highlights the risk associated with these types of awards.

Stakeholder Impact

• The equity grants incentivize the executive to improve company performance, potentially benefiting shareholders.
• The forfeiture of shares may be viewed negatively by the executive but reinforces the link between performance and compensation.

Key Dates