UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a party other than the Registrant

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☑	Definitive Proxy Statement
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☐	Soliciting Material under §240.14a-12

Lumen Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Our Story We are an international facilities-based technology and communications company focused on providing our business and residential customers with a broad array of integrated services and solutions necessary to fully empower our customers in a rapidly evolving digital world, which is undergoing the “4th Industrial Revolution” or simply “4IR”.	SUCCESS ENABLERS
We operate one of the world’s most interconnected networks. Our platform empowers our customers to rapidly adjust their digital programs to meet immediate demands, create efficiencies, accelerate market access and reduce costs. This allows customers to rapidly evolve their information, communications and technology programs to address dynamic changes without distraction from their core competencies. By empowering our customers to rapidly acquire, analyze and act on data, we are furthering human progress through technology and enabling our customers to thrive in the 4IR.
Our Purpose Lumen’s purpose to further human progress through technology  is  guided by our belief that humanity is at its  best  when  technology advances the way we live and work.
We believe realizing our purpose depends on continuing to listen to the voice of our employees. We strive to meet our Employee Value Proposition, which includes attracting and retaining amazing people, promoting high quality people leaders, fostering an inclusive and flexible environment, maintaining a culture of recognition and rewarding outstanding achievement. Our Unifying Principles remain the foundation on which we build value. Going forward, our Success Enablers of Owning our Commitments, Growing Lumen, Ourselves & Others, and Being Inclusive are key to Lumen’s success.

CEO
Letter

Dear Fellow Shareholders

As we close the books on 2021, we look forward to what the future holds for Lumen. We ended the year strong, driving continued sales momentum as enterprise customers see the value of the Lumen Platform to meet their needs to acquire, analyze, and act on data. We are continuing to augment the Lumen Platform, enabling new technologies and expanding our addressable market opportunity.

We are confident in our ability to grow revenue in the coming years as we are seeing early traction with edge compute and our Quantum Fiber build plan. Quantum Fiber enablements are expected to ramp in 2022 from our 400,000 location historical run rate to as many as 1.5 to 2 million locations exiting the year. The broadband penetration rate of our Quantum Fiber-enabled locations is already more than double that of our copper-enabled locations. 2022 is an investment year for Lumen. We expect to improve our product portfolio and go-to-market initiatives as we drive towards revenue growth. At the same time, we will continue investing to transform our delivery model to optimize both customer experience and operational efficiency.

CHANGES IN YEAR 2 OF COVID-19

The ongoing pandemic continued to impact individuals and enterprises around the globe in 2021. With the lessons learned through our response in 2020, Lumen has transformed how we operate. But amidst all the change, one thing remained constant: we never lost sight of the importance of providing scalable, flexible connectivity to our customers. It is what we do best and is fundamental to our purpose of “furthering human progress through technology.”

As an organization, we have demonstrated that many of our employees can work virtually from anywhere. As we pivot to what the future of work looks like for Lumen, manager enablement is critical. We have focused on leveraging forums to engage directly with our people leaders to ensure they have the tools, resources and information needed to be successful and lead their teams. The future of work we envision for Lumen continues to focus on supporting and enabling our customers and employees and meeting their needs in a post-COVID-19 world.

We have recently begun bringing employees back to the office while also allowing more flexibility to meet the needs of our organization and our workforce. We expect approximately 60% of our workforce to work remotely or maintain a hybrid schedule. Our localized approach and commitment to managing the needs of our customers, the organization and our employees will not waiver.

DIVESTITURE TRANSACTIONS

On July 25, 2021, we entered into a definitive agreement to divest our Latin American business to affiliates of Stonepeak Partners LP in exchange for $2.7 billion cash, subject to adjustments and related transaction expenses.

On August 3, 2021, we entered into a definitive agreement to divest our incumbent local exchange ("ILEC") business conducted within 20 Midwestern and Southern states to affiliates of Apollo Global Management, Inc. in exchange for $7.5 billion, subject to offsets for assumed indebtedness, taxes, transaction expenses, and other customary purchase price adjustments.

The transaction to divest our Latin American business will unlock value for our shareholders while allowing us to maintain our global presence through our strategic relationship with Stonepeak Partners LP, who will operate the independent, U.S. headquartered portfolio company. The transaction allows Lumen to focus investments in key areas of the business to drive future growth while providing flexibility for our capital allocation strategy.

We also believe the transaction to sell our ILEC business is an important step in our continued efforts to transform Lumen and drive future growth for our company. We were pleased with the attractive valuation we received for both the Latin American and ILEC businesses, which highlights the overall value of Lumen’s extensive asset portfolio.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 1

CEO LETTER

Throughout the year, we recognized
the importance of our services through
what we do best: providing scalable,
flexible connectivity to further human
progress through technology

We are making excellent progress toward closing the announced divestitures, which will sharpen the focus of our investments on the most strategic areas of our business and improve our revenue mix. The net proceeds will provide us with the flexibility to pay down debt and invest for growth.

LUMEN BRAND ONE YEAR LATER

As we look back on our first year under the new Lumen brand name, we have received a positive reception both from an internal and external perspective.

Externally, we are gaining strong traction in our shift towards becoming a technology company. Our focus has shifted away from offering purely network-centric services and towards delivering a secure platform for next generation apps on the Lumen Platform. Four out of five IT decision makers are now familiar with Lumen with nearly two-thirds of them viewing Lumen as a technology company, rather than a telecommunications company, and over half would consider purchasing Lumen solutions.

Internally, the rebranding has been tremendously useful to rally the Company towards enterprise growth and focusing on our new identity as a technology company. We are investing in the digital experience across the customer journey, and our Customer Success organization is focused on driving a better customer experience. We are all aligned behind this Digital-First culture change, beginning with the stake in the ground to become Lumen and the launch of Quantum Fiber.

ESG AND CORPORATE GOVERNANCE INITIATIVES

In the Fall of 2020 and the Spring of 2021, we began discussing plans to re-think our ESG program and disclosures to better reflect Lumen’s re-brand and

identify our best sustainability opportunities. While we have traditionally had a strong Corporate Responsibility program, we tended to separately manage “E”, “S”, and “G”. During 2021 we pivoted, and our new sustainability strategy focuses on integrating a cohesive and coordinated sustainability vision supporting Lumen’s overall business strategy.

We are evolving our strategy, with a focus on communicating issues, risks, and opportunities significant to our industry and business. In an effort to elevate our communication and inform our stakeholders of the steps Lumen is undertaking to address sustainability matters, we completed a third-party materiality assessment in August 2021, designed to inform our strategy and establish meaningful goals for Lumen and our long-term vision. We have also established a Lumen Sustainability Management committee which is responsible for driving our sustainability agenda with the Board and senior leadership.

On the corporate governance front we have been focusing on raising transparency around Board oversight. We continue our practice of having robust year-round shareholder engagement to learn more about the trends and opportunities impacting our shareholders and how we can best be responsive to their concerns. Our disclosure strategy is ever evolving, and we are working to incorporate greater detail and integrated messaging throughout our periodic reports, proxy statement, and ESG report.

One of our focuses in 2021 continued to be around board diversity and refreshment. We work to ensure our Board is identifying, maintaining, and evolving the complementary skills, experiences, and perspectives needed to pursue a successful strategy and realize Lumen’s long-term vision.

2

CEO LETTER

We embrace the rich mix of cultures,
viewpoints and backgrounds that come
from our diverse global workforce,
and we draw from their experiences
in all areas of the business – from
company culture to customers to the communities we serve.

Effective with the annual meeting, our average Board tenure will now be 7.7 years, well below our target maximum of 10 years and down from 9 years in 2019 and 12 years in 2018. For 2022, we are proposing an 11-director slate, within our objective for 10 to 12 directors. We remain committed to our other targets and expectations related to key Board composition and governance policies, including:

•Rotating Board chairs and assignments every five years;

•With the exception of the CEO, having all Board members be independent, which is the case with the director nominees up for election this year; and

•Continually enhancing critical skills for our Board, through both Board refreshment and targeted education programs for current directors.

The Board believes that year-round engagement with our shareholders is a critical component in our efforts to continually enhance our governance practices. We appreciate and value your ongoing feedback.

ANNUAL MEETING

This year, our virtual annual meeting will be held on Wednesday, May 18 at noon CT. Details on how to register can be found in the accompanying proxy statement. As always, we encourage you to vote your shares prior to the annual meeting.

In closing, on behalf of the entire Board of Directors, thank you for your investment in and support of Lumen. We are glad to have you along with us on this journey.

Regards,

Jeff Storey

PRESIDENT AND CHIEF EXECUTIVE OFFICER
LUMEN TECHNOLOGIES

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 3

Table of
Contents

Overview
Notice of 2022 Annual Shareholders Meeting			7
About Lumen			8
Proxy Voting Roadmap			12
Governance
ITEM 1 Election of Directors			14
Board of Directors and Governance			16
Board Composition – Qualifications Skills and Diversity			16
Our Director Nominees			18
How Our Board is Evaluated and Selected			24
How Our Board is Organized			25
Board Committees			26
Our Board’s Responsibilities & Engagement			28
Director Compensation			36
ITEM 2 Ratify KPMG as Our 2022 Independent Auditor			39
Audit Committee Report			40
Annual Evaluation and Selection of Independent Auditors			42
Audit and Other Fees			43
Compensation
Our Executive Officers			44
ITEM 3 Advisory Vote on Executive Compensation – “Say-On-Pay”			46
Compensation Discussion & Analysis			47
SECTION ONE Executive Summary			48
2021 Executive Compensation Aligned with Business Performance			48
Lumen Business Highlights			48

Shareholder Engagement and 2021 Compensation Enhancements	50
New Independent Compensation Consultant	50
SECTION TWO Compensation Philosophy and Oversight	51
Compensation Objectives and Design	51
Our Pay Elements	53
SECTION THREE Pay and Performance Alignment	55
Goal Setting	55
Incentive Program Guidelines	55
Pay Mix	57
Realized and Realizable Pay for Our CEO	58
SECTION FOUR Compensation Design, Awards and Payouts for 2021	59
Target Compensation	59
Base Salary	59
2021 Short-Term Incentive Program	60
2021 Long-Term Incentive Compensation	66
Other Benefits	69
SECTION FIVE HRCC Engagement and Compensation Governance	71
HRCC Human Capital Resources Priorities	71
HRCC Executive Compensation Review Process	73
Role of CEO and Management	74
Role of Compensation Consultants	74
Role of Peer Companies	74
Our Governance of Executive Compensation	78
Human Resources and Compensation Committee Report	81
Compensation Tables	82
Summary Compensation Table	82
Grant of Plan Based Awards	83
Outstanding Equity Awards	84

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 5

TABLE OF CONTENTS

Stock Vesting Table	85
Pension Benefits	85
Deferred Compensation	86
Potential Termination Payments	87
CEO Pay Ratio Disclosure	91
Stock Ownership Guidelines	91
Other Items
OTHER MATTERS	92
Stock Ownership	92
Ownership of Executive Officers & Directors	93
Transactions with Related Parties	94
Delinquent Section 16(a) Reports	94
Compensation Committee Interlocks and Insider Participation	94
Lumen Performance History	95
Frequently asked Questions about Voting and The Annual Meeting	96
OTHER INFORMATION	101
PROXY MATERIALS	101
Annual Financial Report	101
Appendices
APPENDIX A - Non-GAAP Reconciliations	A-1
APPENDIX B - Annual Financial Report	B-1

FORWARD-LOOKING STATEMENTS

Except for historical and factual information contained herein, matters set forth in our 2022 proxy materials identified by words such as “expects,” “believes,” “will” and similar expressions are forward-looking statements as defined by the federal securities laws and are subject to the “safe harbor” protection thereunder. These forward-looking statements are not guarantees of future results and are based on current expectations only and are subject to uncertainties. Actual events and results may differ materially from those anticipated by us in those statements due to several factors, including those disclosed in our other filings with the SEC. We may change our intentions or plans discussed in our forward-looking statements without notice at any time and for any reason.

CERTAIN DEFINED TERMS

All references in this proxy statement or related materials to “we,” “us,” “our,” the “Company” or “Lumen” refer to Lumen Technologies, Inc. In addition, each reference to (i) the “Board” refers to our Board of Directors, (ii) “Voting Shares” refers collectively to our shares of Common Stock (“Common Shares”) and shares of Series L Preferred Stock (“Preferred Shares”), (iii) “Meeting,” “the meeting” “annual shareholders meeting” or “annual meeting” refers to the 2022 annual meeting of our shareholders described further herein, (iv) “named executives,” “named officers,” “named executive officers” or “NEOs” refers to the five officers listed in the Summary Compensation Table in this proxy statement, (v) “HRCC” refers to the Human Resources and Compensation Committee of our Board, (vi) “NCG Committee” refers to the Nominating and Corporate Governance Committee of our Board, (vii) “SLT”, “senior leadership team” or “senior officers” refers to our executive officers and a limited number of additional officers whose compensation is determined by the HRCC, (viii) “Qwest” refers to Qwest Communications International Inc., which we acquired on April 1, 2011, (ix) “Level 3” refers to Level 3 Parent, LLC and its predecessor, Level 3 Communications, Inc., (x) “Level 3 Combination” refers to our business combination with Level 3, which was consummated on November 1, 2017, (xi) “SEC” refers to the U.S. Securities and Exchange Commission, (xii) “ESG” refers to environmental, social and governance, (xiii) “GAAP” refers to U.S. generally accepted accounting principles, (xiv) “NYSE” refers to the New York Stock Exchange., (xv) “TSR” refers to total shareholder return; (xvi) “STI” refers to short-term incentive compensation, (xvii) “LTI” refers to long-term incentive compensation, (xviii) “CD&A” refers to the “Compensation, Discussion and Analysis” section of this proxy statement, (xix) “SOP” refers to Say on Pay, and (xx) “4IR” refers the 4th Industrial Revolution. Unless otherwise provided, all information is presented as of the date of this proxy statement.

6

Notice of 2022 Annual
Shareholders Meeting

2022 ANNUAL MEETING INFORMATION
	Date and Time		Location		Record Date		Proxy Mail Date
	Wednesday May 18, 2022 12:00 noon CT		virtualshareholder meeting.com/ LUMN2022		You can vote if you were a shareholder of record at the close of business on March 24, 2022.		On or about April 7, 2022

ITEMS OF BUSINESS
	ITEM 1Elect the 11 Director nominees named in this proxy statement		ITEM 2Ratify the appointment of KPMG LLP as our independent auditor for 2022		ITEM 3Conduct a non-binding advisoryvote to approve our executive compensation
		Vote FOR See page 14		Vote FOR See page 39		Vote FOR See page 46

Transact other business that may properly come before the annual meeting

PROXY VOTING
Shareholders are invited to attend the live virtual meeting. Even if you expect to attend, we urge you to vote in advance using any of the following methods:
Your vote is important to us. We urge your participation.
	By Internet		By phone		By mail		Live virtual meeting
	visit proxyvote. com		1-800-690-6903		mark, sign, date & return proxy card
							vote electronically at the virtual annual meeting

Headquarters:100 CenturyLink Drive, Monroe, LA 71203

Meeting Details: See “Frequently Asked Questions” in this proxy statement for further details.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on May 18, 2022

The Notice of 2022 Annual Meeting, Proxy Statement, and 2021 Annual Report and information on the means to vote by Internet are available at proxyvote.com

Stacey W. Goff, Secretary
April 7, 2022

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 7

About
Lumen

Who We Are

We are an international facilities-based technology and communications company focused on providing our business and residential customers with a broad array of integrated services and solutions necessary to fully participate in our rapidly evolving digital world, which we believe is undergoing the 4th Industrial Revolution (4IR). We operate one of the world’s most interconnected networks and our platform empowers our customers to rapidly adjust digital programs to meet immediate demands, create efficiencies, accelerate market access and reduce costs – enabling customers to rapidly evolve their information, communications and technology programs to address dynamic changes without distraction from their core competencies. By empowering our customers to rapidly acquire, analyze and act on data, we are furthering human progress through technology and enabling our customers to thrive. In 2020, we launched the Lumen Platform and rebranded from CenturyLink to Lumen Technologies to better position us for the future. The Lumen brand speaks to the way that we interface differently with our customers with a focus on delivering digital experiences that are designed to drive their success as they navigate the 4IR. We conduct our operations under the following three brands: (i) “Lumen,” which is our flagship brand for serving the enterprise and wholesale markets, (ii) “Quantum Fiber,” which is our brand for providing fiber-based services to residential and small business customers, and (iii) “CenturyLink,” which is our long-standing brand for providing mass-marketed legacy copper-based services. With approximately 190,000 on-net buildings and 500,000 route miles of fiber optic cable globally, we are among the largest providers of communications services to domestic and global enterprise customers. Our terrestrial and subsea fiber optic long-haul network throughout North America, Europe, Latin America and Asia Pacific connects to the metropolitan fiber networks we operate. We provide services in over 60 countries, with most of our revenue being derived in the United States. We believe our secure global platform plays a central role in facilitating communications worldwide.

8

ABOUT LUMEN

Key 2021 Financial Highlights During 2021, we delivered solid results, despite the ongoing global pandemic. Specifically, we: •Reported Net Income of $2.033 billion for the full year 2021, compared to a reported Net Loss of $1.232 billion for the full year 2020, which included a non-cash goodwill impairment charge of $2.642 billion •Delivered solid profitability and strong cash flow: –Expanded our Adjusted EBITDA margin to 42.8%, compared to 41.0% for 2020 –Diluted EPS of $1.91, compared to $(1.14) per share for 2020 –Delivered Free Cash Flow of $3.742 billion for 2021, compared to $2.979 billion for 2020, excluding cash paid for special items –Returned approximately $2.1 billion to shareholders through quarterly dividends and stock repurchases •Reduced Net Debt by approximately $1.5 billion in 2021 and exited 2021 maintaining leverage at 3.6x Net Debt to Adjusted EBITDA For information on how our non-GAAP metrics used above reconcile to GAAP measures and a description of our special items, see Appendix A. For more complete information on Lumen and our recent performance, see the remainder of this proxy statement, including Appendix B.	100+ basis points increase in adjusted EBITDA margin
	$1.5B decrease in net debt
	$2.1B returned to shareholders through dividends and stock repurchases

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 9

ABOUT LUMEN

ESG Highlights
OUR PEOPLE – HUMAN CAPITAL
Lumen’s ability to fulfill our purpose is dependent on the quality and capabilities of our people. Lumen’s highly competitive business requires attracting, developing and retaining a motivated team that is inspired by leadership, engaged in meaningful work, driven by growth opportunities and thriving in a culture that embraces diversity, inclusion and belonging.
Diversity and Inclusion Steering Committee Lumen’s Diversity and Inclusion Steering Committee (DISC), is made up of senior leaders and executives, including Lumen’s Chief Diversity and Inclusion Officer. Our DISC helps shape, drive and champion our overall diversity, inclusion and belonging strategy.	Commitment to Pay Equity Following the pay equity reviews we conducted over the past few years, we adjusted employees’ pay where needed. As part of our commitment to fair and equitable compensation, we plan to continue regular gender, race, and ethnicity pay equity studies of our U.S., non-represented employees and to make pay adjustments where warranted.
OHS Management Systems We have implemented occupational health and safety management systems for employees in our North America; Europe, Middle East and Africa (EMEA); and Latin America (LatAm) regions. Our environment, health and safety team and relevant business units implement these systems and perform periodic reviews designed to identify and achieve improvements in overall safety and performance.	Benefits enhancements Lumen offers progressive employee benefits and enhancements that recognize the diverse needs of our employees and their families. These include a comprehensive wellness program, flexible time off, extended maternity/parental leave, the Milk Stork program for nursing mothers, fertility benefits, gender-affirming and same sex/domestic partner healthcare benefits, adoption benefits, survivor benefits, financial wellness, mental health benefits and disability accommodations.

OUR IMPACT – ENVIRONMENT
Environmental stewardship is inherent in our Lumen purpose. We actively review the impact of our operations and make choices to reduce our environmental footprint. We believe our commitment to environmental sustainability promotes the financial health of our business, the quality of service we provide and value creation for our employees, communities, customers and investors. Our EHS team oversees and executes the company’s EHS and environmental sustainability visions, which are available to all employees on the Lumen intranet.
Energy and Emissions We have continued to make solid progress on our greenhouse gas (GHG) emission reduction targets.	Renewable Energy Initiatives In 2019, Lumen purchased 280,189 megawatt hours of renewably sourced zero-carbon electricity.

10

ABOUT LUMEN

Customer Initiatives Lumen’s Platform for Amazing Things helps customers reduce their energy consumption by enabling smart technologies, dematerialization and virtualization. We align our Lumen Platform with our customers’ goal to reduce the effects of climate change with the goal of attracting more customers by communicating our success in supporting these energy consumption reduction technologies. Transportation Initiatives We work to reduce transportation emissions by: •Dispatching and operating our fleet more efficiently through the installation of GPS on over 9,500 of our vehicles. These efficiencies are resulting in fuel expense savings as well as reduced GHG emissions. •Using flex-fuel vehicles, which produce significantly less GHG
emissions than traditional vehicles. •Reviewing the impact of using mass-produced hybrid and
electric vehicles from major manufacturers.

OUR COMMITMENT – GOVERNANCE AND SOCIAL CAPITAL
Lumen’s Platform for Amazing Things and the opportunities presented by the 4IR have created a strategic opportunity for evaluating and evolving our sustainability program and developing additional reporting responsive to various frameworks, including SASB standards and TCFD recommendations. To achieve our ESG program goals, during 2021 we engaged with stakeholders to learn theirperspectives on sustainability generally and our evolving programs specifically.
Cybersecurity As part of our cybersecurity risk management efforts, we periodically assess our program, including: •Adequacy and effectiveness of the company’s internal controls regarding cybersecurity. •Emerging cybersecurity developments and threats. •Cybersecurity response and contingency plans in the event of security breaches or other system disruptions.	Employee Volunteer Program and Volunteer Grants Lumen awards volunteer grants to eligible charities through our Dollars for Doers program. The program allows employees to receive up to $1,000 each calendar year to be granted to the eligible charity where they volunteer. In 2020, we awarded over 90 grants, totaling over $45,000 in support of employee volunteerism.
Data Privacy We have adopted a data minimization policy designed to comply with applicable state, U.S. and other international jurisdictions’ laws and ensure appropriate protections when sharing information with third parties, including vendors.	Commitment to Human Rights In 2020, Lumen implemented a global human rights policy outlining our expectations in areas including privacy, data security, individual rights, freedom of association, diversity, inclusion and fair treatment, and working conditions including forced and child labor.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 11

Proxy Voting
Roadmap

	ITEM 1 Election of Directors					See page 14
	BOARD DEMOGRAPHICS
	Age 65.7 years old average		Tenure 7.7 Average years	Skills
	An Engaged Board of Directors ≥90% attendance rate Each director attended more than 90% of Board meetings and standing committee meetings 8 regular Board meetings and 21 standing committee meetings
	Independence 10 of 11 nominees are independent All members of the Audit, Human Resources & Compensation, and Nominating & Corporate Governance committees are independent.
		FOR The Board unanimously recommends a vote FOR each nominee

12

PROXY VOTING ROADMAP

	ITEM 2 Ratify KPMG as Our 2022 Independent Auditor			See page 39
	KPMG is an Independent firm with few ancillary services and reasonable fees. They provide significant industry and financial reporting expertise to the Company. The audit committee annually evaluates KPMG and determined that its retention continues to be in the best interests of Lumen and its shareholders.
		FOR The Board unanimously recommends a vote FOR this proposal

	ITEM 3 Advisory Vote on Executive Compensation – “Say-On-Pay”				See page 46
	Pay and Performance Alignment
	•Executive compensation targeted at the 50th percentile of peers and aligned with short- and long-term business goals and strategy.
		FOR The Board unanimously recommends a vote FOR this proposal

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 13

I T E M  1
Election of Directors

Lumen’s mission is to further human progress through technology. We believe that strong corporate governance is key to achieving our mission.

Following the NCG Committee’s recommendation, the Board of Directors has nominated the 11 nominees below for a one-year term expiring at our 2023 annual meeting of shareholders, or until his or her successor is duly elected and qualified. All of the nominees were elected to the Board at the 2021 annual meeting.

To be elected, each of the 11 nominees must receive an affirmative vote of a majority of the votes cast in the director’s election. Any director failing to receive a majority of votes cast must promptly tender his or her resignation, which will be addressed by us in the manner described in our Bylaws.

Director Nominees

Quincy L. Allen	Kevin P. Chilton	W. Bruce Hanks	Laurie Siegel
Martha Helena Bejar	Steven T. “Terry” Clontz	Hal Stanley Jones	Jeffrey K. Storey
Peter C. Brown	T. Michael Glenn	Michael Roberts

Refreshment

Board and committee refreshment are regularly reviewed by our Nominating and Corporate Governance (NCG) Committee.OurBoardperiodically receives recommendations from the NCG Committee about possible changes designedtostafftheBoard and its committees with individuals who have the skills, experiences and perspectives necessarytomakemeaningfulcontributions to shaping and implementing Lumen’s business strategies.

In 2021 and for our 2022 slate of nominees, the NCG Committee and Board considered a wide range of factors in assessing thecomposition of the Board, including:

•shareholder input on important elements of Board composition;

•skill sets necessary to advise and oversee the successful development and implementation of our business strategies, including our continued evolution to a digital technology company offering a simpler and improved customer experience;

•balancing fresh, diverse perspectives with institutional and industry knowledge;

•current and long-term needs of the Board; and

•independence and potential conflicts.

14

ITEM 1 - ELECTION OF DIRECTORS

Recent Board Changes

We have made a concerted effort over the past couple years to refresh and refocus our Board.

In 2020, the NCG Committee retained an independent firm to help identify potential candidates with the skills, attributes andexperiencethat matched the needs of the Board. The search resulted in the appointment of Quincy L. Allen to theBoard,effective February 25, 2021, who is an industry, technology, and operational expert.

Effective January 1, 2020, we added Hal Jones to the Board, who is a financial, risk management, and mergers/acquisitions expert. Mr. Jones was among several director candidates recommendedtotheBoard by Southeastern Asset Management, our fourth largest shareholder at the time of his appointment.Inconnection with adding Mr. Jones to the Board, we announced the retirement of several directors and variousgovernancechanges, which we discussed in our 2020 proxy statement and are summarized elsewhere herein.

FOR THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE ABOVE NAMED NOMINEES FOR DIRECTOR.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 15

Board of Directors
and Governance

Board Composition – Qualifications, Skills and Diversity

Our Board collectively possesses a wide array of skills, experiences and perspectives that we believe strengthen its ability to fulfill its oversight roles in creating and maintaining long-term sustainable shareholder value.

Each year, the Board reviews the skills necessary to effectively discharge its oversight responsibilities. We strive to maintain a well-rounded and diverse Board. Below please find information about our nominees.

BOARD NOMINEE COMPOSITION

16

BOARD OF DIRECTORS AND GOVERNANCE

Diversity 36% of 11 nominees	Tenure 7.7 years average tenure	Independence 91% Independent

SKILLS AND RELEVANCE TO LUMEN’S STRATEGY

Lumen’s NCG Committee uses a skills matrix as part of the Board’s annual evaluation, succession planning and director nomination process. The goal is to ensure our director nominees collectively possess the relevant skills and backgrounds for effective governance and meaningful strategy oversight that enhances financial performance and builds stakeholder value. The skills listed in this matrix only indicate the most prominent skills that our Board relies upon. This matrix is not a comprehensive reflection of the wide variety of skills that our director nominees possess and routinely contribute to Lumen.

BOARD SKILLS MATRIX

Skill

Customer experience

Digital Transformation

ESG

Finance

Global Business experience

HR Leadership

Industry experience

M&A experience/ Legal

Risk Management/Cybersecurity

Strategy

Technology & Innovation

Diversity

Gender Diversity

Ethnic Diversity

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 17

BOARD OF DIRECTORS AND GOVERNANCE

Our Director Nominees

The first item for consideration at the meeting will be the election of the following 11 nominees:

QUINCY ALLEN		Experience Quincy L. Allen has over 35 years of leadership experience in the technology services industry.
		IBM Corporation •Go-To-Market Leader of Cognitive Process Services and Chief Marketing Officer for IBM Cloud (2015 to 2018) Unisys Corporation, a global information technology company •Chief Marketing and Strategy Officer (2012 to 2015)	Vertis Communications, a direct marketing and advertising company •Chief Executive Officer (2009 to 2010) Xerox Corporation (1982-2009) •President of the Global Services and Strategic Marketing Group •President of Production Systems Group
Director since: 2021 Independent 62 years old
Committees:
Audit Committee
Risk and Security Committee		Other Public Company Directorships Mr. Allen currently also serves on the boards of Office Depot and ABM Industries, Inc.
Skills
	Customer Experience
	Digital Transformation
	Finance
	Global Business Experience
	Strategy
	Technology & Innovation

MARTHA HELENA BEJAR		Experience Martha Helena Bejar is a telecommunications expert with innovative experience.
		Red Bison Advisory Group, LLC, which provides business advisory services •Co-founder and principal (2014 to 2019) Unium, Inc., a Wi-Fi technology provider •Chief Executive Officer 2016 to 2018 Flow Mobile, Inc., a broadband wireless company •Chief Executive Officer 2012 to 2015 Infocrossing, Inc. (a U.S.-based cloud services affiliate of Wipro Limited) •Chief Executive Officer and Chairperson 2011 to 2012	Wipro’s Information Technology Services affiliate •President of Worldwide Sales and Operations 2009 to 2011 Microsoft Corporation •Corporate Vice President for the communications sector 2007 to 2009. Other •Prior to 2007, Ms. Bejar held diverse executive sales, operations, engineering and R&D positions at Nortel and Bellsouth/ AT&T.
Director since: 2016 Independent 60 years old Committees: Human Resources and Compensation Committee CHAIR Nominating and Corporate Governance Committee
		Other Public Company Directorships Ms. Bejar currently serves on the boards of CommVault Systems; Sportsman’s Warehouse Holdings, Inc.; and Quadient SA (formerly Neopost). In the last five years she served on the boards of Mitel Networks Corporation and Polycom, Inc.
Skills
	Customer Experience
	ESG
	Finance
	Global Business Experience
	Industry Experience
	Technology & Innovation

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PETER C. BROWN		Experience Peter C. Brown is a business leader with significant, finance, strategy, corporate development, and management experience.
		Grassmere Partners, LLC, a private investment firm •Chairman (2009-present) AMC Entertainment Inc. •Chairman and Chief Executive Officer(1999 to 2009) •Chief Financial Officer (1991 to 1999)	EPR Properties, a NYSE-listed real estate investment trust •Founder and Chairman of the Board (1997-2000) •Member of the Audit Committee and Chairman of the Finance Committee (2010 to present)
Director since: 2009 Independent 63 years old Committees: Audit Committee Risk and Security Committee
		Other Public Company Directorships He serves on the board of Cinedigm Corporation where he is Chairman of the Nominating and Audit Committees, and serves on the Compensation Committee.
Skills
	Customer Experience
	Digital Transformation
	Finance
	Global Business Experience
	M&A Experience/ Legal
	Strategy

KEVIN P. CHILTON		Experience Kevin P. Chilton is retired from the U.S. Air Force as a four-star general and contributes considerable cybersecurity, risk management and scientific leadership experience to our Board.
		Chilton & Associates, LLC, a consulting company •President (2011-present) 34-year military career •Commander, U.S. Strategic Command (2007 to 2011), overseeing the U.S. Department of Defense’s nuclear, space and cyberspace operations;	•Commander, U.S. Air Force, Space Command (2006 to 2007) •NASA astronaut (1987 to 1996), including three space shuttle flights; •Deputy Program Manager of the International Space Station (1996 to 1998)
Director since: 2017 Independent 67 years old Committees: Audit Committee CHAIR Risk and SecurityCommittee
		Other Public Company Directorships He serves on the board of AeroJet Rocketdyne and, in the last five years, has served on the boards of Anadarko Petroleum Corp., Level 3 Communications, Inc., Orbital Sciences Corporation and Orbital ATK, Inc.
Skills
	ESG
	Finance
	M&A Experience/ Legal
	Risk Management/ Cybersecurity
	Strategy
	Technology & Innovation

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STEVEN T. “TERRY” CLONTZ		Experience Steven T. “Terry” Clontz is an innovative technology leader with global telecommunications experience developed throughout his career in several executive roles in the telecommunications industry.
		StarHub, Ltd., a Singaporean telecommunications company •Chief Executive Officer (1999 to 2010) ST Telemedia Pte. Ltd. •Senior Executive Vice President (International) (2010 to 2017) •Corporate Advisor (2018 to present) IPC Information Systems •Chief Executive Officer, President and Director (1995 to 1998)	BellSouth International, Inc. •President, Asia-Pacific (1987 to 1995) Temasek International Advisors Pte. Ltd. •Corporate Advisor (2010 to present) Other Mr. Clontz’s leadership experience includes various positions with other communications companies, including Cloud9 Technologies LLC; and STT GDC Pte. Ltd.
Director since: 2017 Independent 71 years old Committees: Human Resources and Compensation Committee Nominating and Corporate Governance Committee
		Other Public Company Directorships He serves on the board of StarHub Ltd. and, in the last five years, has served on the board of Level 3 Communications, Inc. (2012 to 2017).
Skills
	Global Business Experience
	Industry Experience
	M&A Experience/ Legal
	Risk Management/ Cybersecurity
	Strategy
	Technology & Innovation

T. MICHAEL GLENN		Experience T. Michael Glenn brings significant market development, customer, communications, strategic development and operational experience to our Board having served in executive leadership roles.
		FedEx Corp. •Executive Vice President of Market Development and Corporate Communications (1998 to 2016) •President and Chief Executive Officer of FedEx Corporate Services and a member of its five-person Executive Committee responsible for developing and implementing strategic business activities	•Senior Vice President, Worldwide Marketing, Customer Service and Corporate Communications for FedEx Express Oak Hill Capital Partners, a private equity firm •Senior Advisor (2017 to 2020)
Director since: 2017 Independent 66 years old Chairman of the Board Committees: Human Resources and Compensation Committee
		Other Public Company Directorships He serves on the board of Pentair PLC and, in the last five years, has served on the board of Level 3 Communications, Inc.
Skills
	Customer Experience
	Digital Transformation
	Finance
	Global Business Experience
	M&A Experience/ Legal
	Strategy

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W. BRUCE HANKS		Experience W. Bruce Hanks is a corporate development and planning, operations, finance and public accounting leader with telecommunications expertise.
		Investment management and financial planning company based in Monroe, Louisiana •Consultant University of Louisiana at Monroe •Athletic Director (2001 to 2004) Peat, Marwick & Mitchell •Certified Public Accountant (1977-1980)	Lumen •Various senior level roles between 1980 and 2001, including: •Chief Operating Officer •Senior Vice President—Corporate Development and Strategy •Chief Financial Officer •Chief Administrative Officer •President—Wireless Services
Director since: 1992 Independent 67 years old Vice Chairman of the Board Committees: Audit Committee (Chair)
		Other Public Company Directorships None.
Skills
	Finance
	HR Leadership
	Industry Experience
	M&A Experience/ Legal
	Risk Management/ Cybersecurity
	Strategy

HAL STANLEY JONES		Experience Hal Stanley Jones brings significant financial, public accounting and controls experience to our Board.
		Graham Holdings (formerly known as the Washington Post Company) •Chief Financial Officer (2009 to 2013) •Held various senior level positions at The Washington Post Company (1989 to 2008)	Kaplan Professional, a subsidiary of The Washington Post •Chief Executive Officer and President (2008 to 2009) PricewaterhouseCoopers •Certified Public Accountant (1977 to 1988)
Director since: 2020 Independent 69 years old Committees: Audit Committee Risk and Security Committee
		Other Public Company Directorships He has served on the board of Playa Hotels and Resorts, N.V. since 2013 when it became publicly traded.
Skills
	Digital Transformation
	Finance
	Global Business Experience
	M&A Experience/ Legal
	Risk Management/ Cybersecurity
	Strategy

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MICHAEL ROBERTS		Experience Michael Roberts has Fortune 500 global executive, marketing and customer service expertise.
		McDonald’s Corporation •President and Chief Operating Officer (2004 to 2006) •Chief Executive Officer of McDonald’s USA •Prior to these roles, held various senior level roles at McDonald’s USA (2001 to 2004)	Westside Holdings LLC, a marketing and brand development company •Founder and Chief Executive Officer (2006 to present)
Director since: 2011 Independent 71 years old Committees: Human Resources and Compensation Committee Nominating and Corporate Governance Committee
		Other Public Company Directorships He serves on the board of W. W. Grainger, Inc.
Skills
	Customer Experience
	Digital Transformation
	Global Business Experience
	HR Leadership
	Strategy

LAURIE SIEGEL		Experience Laurie Siegel is a business advisor with expertise in human capital and executive compensation.
		Tyco International •Senior Vice President of Human Resources and Internal Communication (2003 to 2012) Honeywell International, Inc. •Held various senior level positions (1994 to 2002) LAS Advisory Services, a business and human resources consultancy •Founder and Principal since 2012	G100 •Chairman (Talent Consortium) •Senior Advisor (current)
Director since: 2009 Independent 66 years old Committees: Human Resources and Compensation Committee (Chair) Nominating and Corporate Governance Committee
		Other Public Company Directorships She serves on the board of FactSet Research Systems, Inc. In the last five years she served on the boards of California Resources Corporation and Volt Information Sciences, Inc.
Skills
	ESG
	Global Business Experience
	HR Leadership
	M&A Experience/ Legal
	Strategy

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JEFFREY K. STOREY		Experience Jeffrey K. Storey is an innovative, transformational telecommunications and cybersecurity leader.
		Lumen •President and Chief Executive Officer (2018 to present) •Chief Operating Officer (2017 to 2018) Level 3 Communications, Inc. •President and Chief Executive Officer (2013 to 2017) •President and Chief Operating Officer (2008 to 2013) Leucadia Telecommunications Group (Leucadia National Corporation) •President (2006 to 2008)	WilTel Communications Group Inc. •Chief Executive Officer and President (2002 to 2005) •Held various other senior level positions with WilTel or its affiliates (1999 to 2002) Cox Communications •Vice President of Commercial Services (1998 to 1999) •Vice President and General Manager of Cox Fibernet (1994 to 1998) Southwestern Bell Telephone •Held various engineering and operations positions
Director since: 2017 61 years old Committees: Risk and Security Committee
Skills
	Digital Transformation
		Other Public Company Directorships In the last five years he served on the board of Level 3 Communications, Inc.
	Global Business Experience
	Industry Experience
	Risk Management/ Cybersecurity
	Strategy
	Technology & Innovation

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How our Board is Evaluated and Selected

EVALUATIONS

Our NCG Committee leads an annual evaluation of our Board, its members and committees, and the Board periodically assesses whether it has the skills, processes, structure, and policies necessary to attain its goals and fulfill its responsibilities. While this formal evaluation is conducted on an annual basis, directors share their perspectives and suggestions throughout the year. The NCG Committee uses this ongoing and annual feedback when considering Board composition and other governance issues, and in connection with nominating directors to be elected to the Board. The NCG Committee periodically engages nationally recognized firms to assist it with the design and implementation of its director evaluation processes.

NOMINATION

In considering director nominees, the NCG Committee reviews candidates suggested by our directors, executive officers or shareholders who comply with our Bylaws. A shareholder or group of up to 10 shareholders owning 3% or more of Lumen’s outstanding common stock continuously for at least three years can nominate director candidates constituting up to 20% of the Board and include these nominations in our annual meeting proxy materials. From time to time, the NCG Committee may engage a third-party search firm to assist in identifying and evaluating qualified candidates.

The NCG Committee assesses each director candidate based on his or her skills, judgment, character, independence, diversity, and experience in the context of the needs of the Board. Potential conflicts and over-boarding are also evaluated. When evaluating candidates for nomination as new directors, the NCG Committee considers (and asks any search firm that it engages to provide) a pool of candidates that includes women and individuals from diverse backgrounds, in accordance with the “Rooney Rule” the Board adopted in 2019.

Our Corporate Governance Guidelines also establish a target average director tenure of no more than ten years, set a goal of all Board members (except our CEO) being independent and express the Board’s general sense that no director should be age 75 or older prior to the next annual shareholders meeting. No director may serve on more than three other unaffiliated public company boards, unless this prohibition is waived by the Board. The NCG Committee may, but has not formally chosen to, establish additional qualifications. The NCG Committee and the Board also evaluate on a periodic basis the effectiveness of its nominating processes and procedures.

EDUCATION AND ORIENTATION

We encourage our directors to participate in continuing education programs focused on our business and industry, their committee roles and responsibilities and the legal and ethical responsibilities of directors. We reimburse our directors for the costs of these programs. We also provide continuing director education during Board and committee meetings and other Board discussions. From time to time, these include presentations from third parties. Over the course of 2021, our Board collectively attended a combination of over 80 continuing education webinars and seminars covering an extensive list of topics ranging from board committee effectiveness, cybersecurity, and ESG, to human capital management and SOX controls.

Additionally, we encourage our directors to participate in nationally recognized governance organizations, including the National Association of Corporate Directors (“NACD”) and G100.

New directors participate in an orientation program that familiarizes them with the Company’s business, operations, strategies and corporate governance practices and assists them in developing Company and industry knowledge to optimize their service on the Board. New directors also attend meetings with members of our management team to expedite their ability to effectively and fully discharge their responsibilities.

INDEPENDENCE

All directors other than our CEO are independent and the Board regularly meets in executive sessions with only the independent directors. Each year and prior to nominating a new director, the Board evaluates and affirmatively determines each director nominee’s independence using standards required by the SEC, NYSE and our Corporate Governance Guidelines. Annually, each director nominee completes a detailed questionnaire that solicits information about relationships that could have an impact on independence. Our management delivers reports on those relationships

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to the NCG and Audit Committees. Both the NCG and Audit Committees evaluate the reports from management and consider any other factors which could influence a nominee’s independence. During this review, the NCG and Audit Committees consider transactions and relationships between the Company, its subsidiaries or affiliates and any directors, executive officers, their immediate family members or an entity in which any of the foregoing have a significant interest. Both the NCG and Audit Committee chairs make reports on these independence evaluations to the Board. In early 2022, the Board reviewed all relationships between the Company and each director and affirmatively determined that all of our director nominees are independent other than Mr. Storey, our CEO.

What is the Rooney Rule?

The Rooney Rule is named after former Pittsburgh Steelers owner Dan Rooney and was adopted in the National Football League in 2003 requiring teams to interview ethnic-minority candidates for head coaching jobs. As applied at Lumen, the rule requires us to consider at least one woman and one underrepresented minority in the slate of candidates for open Board seats.

How our Board is Organized

BOARD LEADERSHIP STRUCTURE

The NCG Committee periodically reviews the Board’s leadership structure and, when appropriate, recommends changes, taking into consideration the needs of the Board and the Company at the time. Since 2009, we have elected a non-executive chairman.

Effective May 20, 2020, Mr. Glenn became Lumen’s independent, non-executive Chairman, with Mr. Hanks continuing his role as Vice Chairman. As Chairman, Mr. Glenn presides over meetings of the Board, oversees the management, development and functioning of the Board and performs any additional duties the Board may identify.

We believe that separation of the Chairman and CEO positions has functioned effectively over the past several years. Separating these positions has allowed our CEO to have primary responsibility for the operational leadership and strategic direction of our business, while allowing our Chairman to lead the Board in its fundamental role of providing guidance to and separate oversight of management.

As noted in our Corporate Governance Guidelines, it is the sense of the Board that the Chairman of the Board and the chairs of our committees should rotate approximately every five years.

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Board Committees

Each of our four standing Board committees supports the full Board with various risk management, governance and strategic responsibilities.

AUDIT COMMITTEE*		W. Bruce Hanks CHAIR	Quincy L. Allen Peter C. Brown Kevin P. Chilton Hal Stanley Jones
Meetings in 2021: 9
See “Audit—Audit Committee Report” below for additional information.
	Key Responsibilities
	•Oversees the Company’s system of financial reporting •Reviews and discusses our major financial risks, including matters potentially impacting financial reporting, with management, our internal auditors and our independent auditors •Assists the Board in fulfilling its oversight responsibilities relating to the adequacy and effectiveness of		–our internal controls over financial reporting, –our internal controls regarding information technology security and –our disclosure controls and procedures •Monitors the qualifications, independence and performance of Lumen’s independent auditors
*Each member is an “audit committee financial expert”
HUMAN RESOURCES AND COMPENSATION COMMITTEE Meetings in 2021: 4		Laurie Siegel CHAIR	T. Michael Glenn Steven T. “Terry” Clontz Michael Roberts Martha H. Bejar
	Key Responsibilities
	•Establishes executive compensation strategy •Oversees design and administration of equity incentive plans •Oversees human capital strategy, including diversity and inclusion and talent recruiting, development and retention		•Oversees, in consultation with management, our compliance with regulations governing executive and director compensation •Monitors compensation, labor relations, and workforce risk
See “CD&A” below for additional information.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		Martha Helena Bejar CHAIR	Michael Roberts Steven T. “Terry” Clontz Laurie Siegel
Meetings in 2021: 4
	Key Responsibilities
	•Recommends to the Board nominees to serve as directors and officers •Oversees CEO’s annual performance evaluation •Oversees the development and implementation of our ESG strategies •Oversees and recommends improvements to our governance principles, policies and practices		•Assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with the Company’s Board leadership structure and corporate governance matters •Annually leads Board and Committee evaluations •Evaluates Board composition, skills and director independence •Reviews political contributions reporting and budget
RISK AND SECURITY COMMITTEE		Kevin P. Chilton CHAIR	Quincy L. Allen Peter C. Brown Jeffrey K. Storey* Hal Stanley Jones
Meetings in 2021: 4
	Key Responsibilities
	•Assists the Board in fulfilling its oversight responsibilities with respect to, among others: –risks posed by cyberattacks or other casualty events –risks related to network reliability, privacy and regulations –other key enterprise or operational risks as jointly determined by the Committee and management –insurance program reviews •Oversees our classified activities and facilities through a subcommittee		•Oversees our corporate ethics and compliance and enterprise risk management programs and activities •Receives periodic reports on various risk exposures. These include quarterly reports on cybersecurity, which typically include reports on recent cyber intrusions, mitigation steps taken in response to those intrusions and ongoing cybersecurity initiatives and periodic reports from outside consultants regarding cyber security •Coordinates risk oversight functions of other Board committees
*    As President and CEO, Mr. Storey is our only non-independent director.

Additional information about the responsibilities of our committees is available in the committees’ respective charters, which can be obtained on our website: https://www.lumen.com/en-us/about/governance/board-committees.html.

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DIRECTOR MEETING ATTENDANCE

Directors are expected to attend all Board meetings, meetings of committees on which they serve and the annual shareholders meeting. All then current directors attended our 2021 annual meeting. During 2021 there were eight regular meetings of the Board, as well as 21 standing committee meetings. Each director attended more than 90% of the total number of the 2021 Board and the respective committee meetings on which he or she served. During 2021, our independent directors met in executive session on a quarterly basis, led by our Chairman.

Our Board’s Responsibilities & Engagement

Our Board and its committees collectively oversee our business and management’s development and implementation of our strategies through regular meetings and communications with Lumen’s executive team. We believe our governance policies and practices provide a transparent framework for effective governance and compliance with SEC and NYSE requirements. The Board continually reviews our governance practices for alignment with best practices and stakeholder interests and acts to enhance our ability to oversee the execution of strategies that drive value for Lumen, our customers, employees and shareholders. Our Corporate Governance Guidelines, along with other governance documents, including our Code of Conduct, Bylaws and other governance policies are available on our website:
lumen.com/en-us/about/governance/documentation.html

KEY RESPONSIBILITIES OF THE BOARD

Shareholder Engagement	Oversight of Strategy	Succession Planning	Oversight of Risk	Oversight of ESG
•Members of management and the Board engage on a year-round basis with holders of our equity and debt securities, as well as proxy advisory firms and ESG rating firms, among others.	•Our Board regularly engages in active discussions with management to formulate and implement appropriate strategies for the Company and each of its business segments. •In addition to regular Board and committee meetings, the Board participates in an annual in- depth dedicated review of the Company’s overall strategy with our management team.	•The Board oversees succession planning for our senior leadership positions, including the CEO.	•The Board, along with its committees, reviews and oversees Lumen’s risk management processes. •The Board also works with management to assess our key short-and long-term risks and mitigation efforts.	•The Board and the NCG Committee, in conjunction with designated management teams periodically evaluate our ESG programs and seek to identify meaningful opportunities to enhance our programs.

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SHAREHOLDER ENGAGEMENT

The Board believes that input from shareholders is a critical component in our efforts to continually enhance our governance practices and earn our shareholders’ confidence toward improving long-term shareholder value. As illustrated below, members of management and the Board engage on a year-round basis with holders of our equity and debt securities, as well as proxy advisory firms and ESG rating firms, among others.

Fall		Winter		Spring		Summer
•Regular outreach focused on shareholders’ corporate governance views, executive compensation and sustainability •Share investor feedback with committee members		•Additional targeted outreach •10-K filing •Governance and compensation decisions taken incorporating fall feedback		•Proxy filing •EEO-1 Data published •Regular outreach to largest investors and proxy advisory firms to discuss important items to be considered at the annual meeting •Hold annual meeting		•ESG Report published •Additional targeted outreach •Review and report results from our most recent annual meeting •Review proxy season trends with Board •Discuss investor feedback with our directors •Evaluate whether to revise our current practices in light of business priorities, corporate governance trends, best practices and regulatory developments

Communications to the Board

Communication with shareholders and other interested parties is an important part of the governance process. Any shareholder or other stakeholder who wishes to contact the Board, Chairman or any Director can send correspondence to:

Write: P.O. Box 5061; Monroe, Louisiana 71211

Email: boardinquiries@lumen.com

In 2021, our compensation program received the support of holders of 91% of the total votes cast at our annual meeting, which was an improvement from the 2020 vote. We continued our outreach efforts with shareholders throughout the fall, contacting shareholders representing 58% of our outstanding common stock.

Our primary purpose for initiating these meetings was to obtain feedback from our shareholders on our enhanced disclosure strategy, and also discuss other corporate governance topics important to shareholders including board diversity, human capital management, employee diversity, inclusion and belonging and our ESG initiatives.

During the fall of 2021, each of the shareholder meetings was attended by our Chairman of the Board, our HRCC Chair and our NCG Committee Chair. The input we received was shared with other members of the Board.

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The chart below summarizes engagement topics discussed and governance actions taken over the past couple years in response to specific shareholder feedback or voting guidelines published by our shareholders or proxy advisors.

Shareholder Engagement Topics – 2019 to 2022		Actions taken in response to shareholder input
Long-Term Incentive (LTI) Framework Short-Term Incentive (STI) Framework Pay for Performance Alignment Board Diversity Governance Practices ESG Human Capital Resources Board Refreshment COVID-19 Pandemic Response Capital Allocation and Growth Strategy EEO-1 Data Disclosure		2020 to 2022	2019 to 2020
		•No Changes to 2020 or 2021 compensation program design – despite COVID-19 •No one-time awards(1) •Rotated NCG Committee Chair at 2020 annual meeting •Reduced average Board tenure •Independent Chairman named at 2020 annual meeting •All non-CEO directors independent since 2020 annual meeting •Commitment to publish EEO-1 Data on Sustainability webpage in April 2022 •Formation of Sustainability Management Committee •LTI - added Relative TSR performance metric Increased disclosure for: •Board diversity •Cyber security/ data privacy •Human capital management •ESG •Incentive design rationale •Rigorous goal setting process	•“Rooney Rule” – adopted for director searches •Board Tenure – commitment to lower overall average years of service •NCG Committee Oversight – clarified political contributions and lobbying policies •STI – added Revenue weighted at 15% •STI – added a discretionary 20% cap on Individual Performance Modifier for Named Executive Officers •Goal Rigor – supplemental disclosures to explain the compelling business rationale for our incentive compensation performance targets •CEO Pay – expanded “realized” and “realizable” pay disclosure •LTI Performance Period – returned to 3 yr. cumulative •LTI – added Relative TSR modifier •No one-time awards
		(1)  Other than one-time awards made on April 4, 2022 in connection with retaining our new CFO.

LONG-TERM STRATEGIC PLANNING

To ensure that our business strategies create long-term, sustainable value for our shareholders, our Board regularly engages in active discussions with management to formulate and implement appropriate strategies for the Company and each of its business segments. The Board and management routinely discuss key initiatives, transformative technologies, innovation, culture and corporate governance opportunities focused on driving long-term value. During 2021, this collaboration focused on (1) elevating Lumen’s speed, scale and network resiliency; (2) realizing the potential in expanding and maximizing the fiber network for greater efficiency and capacity; (3) enabling enterprise customers to easily enhance performance through flexible, secure platform solutions; (4) transforming data into a strategic asset through high data quality, consistency, and repeatability throughout the lifecycle; and (5) maximizing the potential of innovative and disruptive technologies through collaboration. In addition to regular Board and committee meetings, which include presentations and discussions of strategic and tactical initiatives, the Board participates in an annual in-depth dedicated review of the Company’s overall strategy with our management team. The Board and our management team discuss the industry and competitive landscapes, short and long-term plans, capital allocation strategies and other mission-critical topics.

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CEO AND EXECUTIVE SUCCESSION PLANNING

The Board and management recognize the importance of continuously developing our executive talent, identifying potential outside candidates and preparing for emergency situations. Our HRCC, along with management, conducts periodic talent reviews that include succession plans for our senior leadership positions, including 360° peer reviews conducted by the NCG Committee. In 2018, the NCG Committee engaged a nationally recognized third-party consultant to develop a comprehensive executive management succession planning strategy and since then Lumen has retained the same consultant to continue to advise the Board and the company’s leadership with the following objectives:

•View succession planning as an ongoing process, not an “event”

•Develop a succession plan for different scenarios (emergency, accelerated and orderly)

•Link succession planning to strategy by creating a CEO profile that focuses on what is most needed to lead Lumen in the future, not only today

•Understand the external market of CEO-ready talent and regularly update this understanding and benchmark data

•Assess the readiness of current key Lumen executives to assume the CEO position and Lumen’s plans and timeframes for addressing any gaps in readiness

•Ensure that key Lumen executives have clear and actionable development plans, including detailed coaching for key executives and establish a regular and transparent process for leadership and the Board to track progress against development goals as needed

2018		2019		2020		2021
•Initiated our engagement with an independent consulting firm regarding succession planning efforts •Developed CEO success profile •Began assessment of key Lumen executives		•Approved an emergency succession plan and related communications plan •Completed assessment of key Lumen executives •Created development plans for key Lumen executives •Identified and reviewed potential external CEO candidates		•Refreshed and reviewed potential external CEO candidates •Implemented actionable development plans, including detailed coaching, for key Lumen executives		•Independent consulting firm continued to assist with our internal and external development plans and review process •Our CEO provided his review and feedback of senior leadership team

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RISK OVERSIGHT

BOARD OF DIRECTORS
•The Board, along with its committees, reviews and oversees Lumen’s risk management processes in many ways, including receiving regular reports about our enterprise risk management (“ERM”) program, which is designed to comprehensively identify our most significant risks. •The Board also works with management to assess our key short-and long-term risks and mitigation efforts relating to, among other things, cybersecurity, financial reporting, strategic plans, operations, capital budgets, human capital, corporate functions and business units.
Audit Committee	Human Resources and Compensation Committee		Nominating and Corporate Governance Committee	Risk and Security Committee
•Internal Controls over Financial Reporting (Quarterly) •Risk Factors included in periodic reports (Annual with Quarterly Reviews) •Investment Risk related to Treasury Activities (As Needed)	•Executive Compensation (Quarterly) •Human Capital Strategy (Quarterly) •Workforce related risks (Quarterly)		•ESG (Quarterly) •Political Contributions (Annually)	•Enterprise Risk Management (Quarterly) •Cybersecurity (Quarterly) •Ethics and Compliance (Quarterly) •Data Privacy (Biannually)
Management
•Under the ERM program, management develops a response plan for prioritized risks, as well as monitoring and mitigation plans for other identified risk focus areas. •Management provides regular reports on the risk portfolio and response efforts to the Risk and Security Committee. •Committees report on risk issues to the full Board.

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Oversight of Cybersecurity Risks	As a technology and communications company that enables global transmission of large amounts of information over our networks, maintaining the security and integrity of information and systems under our control is a priority among our operational risk management efforts. We view cybersecurity risk as an enterprise-wide risk, subject to control and monitoring at various levels of management throughout the Company. The Risk and Security Committee and its Chair review Cybersecurity and Data Privacy quarterly and such topics of review include: •risk assessments from information security, privacy and internal audit management teams with respect to cybersecurity, including the adequacy and effectiveness of the Company’s internal controls regarding cybersecurity, •emerging cybersecurity developments and threats and •the Company’s strategy to mitigate cybersecurity risks, such as our contingency plans in the event of security breaches or other system disruptions and cyber insurance coverage. To assess and mitigate cybersecurity risk, we have implemented a global information security management program that includes administrative, technical and physical safeguards and we periodically engage both internal and external auditors and consultants to assess and enhance our program, all of which is subject to oversight by and reporting to the Risk and Security Committee. We engage independent external auditors and consultants who are fully accredited under various information security standards, including those administered by the International Organization for Standardization and the PCI Security Council. During 2021, Lumen took the additional step of organizing a Security & Privacy Council that meets on a bi-monthly basis. The meetings are led by Lumen’s Chief Privacy Officer and Chief Security Officer who provide organization level updates and also include other presenters who provide updates on emerging threats and other topical issues.
Oversight of Data Privacy Risks	In addition to securing our network, we also take steps to protect the content of information Lumen collects, stores, uses and shares. Employee and customer information is encrypted, consistent with industry standards or legal requirements, both at rest and in transmission. We have adopted a data minimization policy designed to comply with and detect breaches of applicable laws and ensure appropriate protections when sharing information with third parties, including vendors. We maintain other plans or programs to manage our data privacy risks, including a privacy policy and a cyber incident response plan. As part of the ERM process, the Risk and Security Committee receives reports on data privacy protection efforts and controls to meet and enhance legal and compliance requirements across the enterprise.
Oversight of Political Contributions Risks	Our Board and NCG Committee engage in the oversight of our political initiatives and annually review Lumen’s political and lobbying activities and related budgets. We strive to advocate public policy solutions that best serve our stakeholders. Our semi-annual Political Contributions Reports provide transparency in this process, demonstrating ethical corporate governance and promoting confidence in the democratic process. Specifically, our Reports disclose our corporate political contributions and those of our political action committees in accordance with applicable federal and state campaign finance laws and contributions to trade associations and 501(c) (4) organizations. Although not part of this proxy statement, our most recent Political Contributions Reports can be located on our website at lumen.com.

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BOARD OF DIRECTORS AND GOVERNANCE

Oversight of Human Capital Management Risks

Our highly competitive business requires skilled and motivated employees and leaders with the necessary expertise to execute our innovation, efficiency and transformation strategies. Developing and retaining top talent is a priority. The Board regularly discusses with management Lumen’s continuous efforts to attract and retain the caliber of employee with the type of knowledge and skills necessary to realize our goals. Both our directors and management set a “tone at the top” through: •regularly meeting with our most senior human resources executive to discuss culture, talent strategy and leadership development and staying ahead of market trends by identifying early the skills needed for our future; •designing strategies to support diversity, inclusion and belonging programs; and •designing strategies to bridge any gaps in our succession plans by cultivating our in-house talent or engaging third parties.

Oversight of Other Risks and Information

Our Board committees oversee certain other risks specified in the preceding section “— Board Committees,” and our Board and committees further oversee the ESG program and other risks discussed under the heading “ESG Sustainability Leadership” below.

ESG SUSTAINABILITY LEADERSHIP

Lumen is committed to creating lasting value for all our stakeholders. Environmental sustainability and social responsibility are core to our business priorities.

Lumen’s Nominating and Corporate Governance Committee has primary responsibility for ESG oversight with quarterly reviews. In addition, (i) the Audit Committee reviews data transparency and reporting, (ii) the Human Resource and Compensation Committee reviews human capital management, and (iii) the Risk and Security Committee reviews network reliability and privacy.

Our CEO and other members of senior management provide leadership and guidance around Lumen’s sustainability efforts. Lumen has a Sustainability Committee that is comprised of individuals from across the business including corporate communications, customer experience, data security and privacy, diversity, inclusion and belonging, environmental, government relations, human resources, internal audit, investor relations, legal, and sourcing/procurement, amongst others. The Sustainability Committee designs and oversees our sustainability program. The Sustainability Committee meets both before and after each meeting of the Nominating and Corporate Governance Committee to prepare for such meetings and to report on ESG outcomes and action items from the meetings.

ESG outcomes are driven by Lumen’s strategy of strengthening our business purpose by focusing on sustainability opportunities important to our stakeholders and important to our long-term value. In August 2021, Lumen completed its inaugural “materiality assessment,” which we plan to use to guide how we prioritize our sustainability and ESG initiatives. Working with an independent consultant, we conducted a peer and industry benchmarking review of sustainability topics that are common to the communications and technology industry. We assessed international standards and guidelines, including those of the Sustainability Accounting Standards Board (SASB), the Taskforce for Climate-related Financial Reporting (TCFD), and the Global Reporting Initiative (GRI). Lumen also sought input from a wide range of stakeholders, including investors, employees, community partners, customers, governmental agencies and regulators, suppliers, as well as the Board and senior leadership team.

The results of the materiality assessment revealed that the below-listed sustainability issues were of the most importance to Lumen’s stakeholders and also had the potential to have the most impact on Lumen’s future business success.

Customer Experience – We continue to focus on the digital customer experience and to assist us in this endeavor we created the Customer Advisory Board, which held its inaugural meeting in May 2021. Customer experience is also one of the performance metrics used to determine the amount of our short-term incentive award payouts.

Cybersecurity and Customer Privacy – We have an integrated security system designed to ensure the security, compliance, and privacy of customer data. We have made a commitment to the publication of a semi-annual transparency report, with the inaugural report already having been published.

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BOARD OF DIRECTORS AND GOVERNANCE

Network Resilience and Reliability - The strength and resiliency of our physical infrastructure minimize customer disruptions. 4IR technologies rely on fiber and we have been expanding our fiber footprint. We are also providing disaster recovery services.

Digital Transformation – We are enabling customers to realize opportunities and mitigate risks in 4IR transformation. We are using technology-driven operating models to create efficiencies. We are focusing on reducing latency and enhancing the performance of our network through our edge compute and other services.

Innovation – Lumen is modernizing its IT application landscape by building and deploying platform capabilities in Hybrid Cloud. By anticipating market trends and customer needs, we are enabling downstream success. We are continuing to grow our collaboration ecosystem.

Human Capital

We support the passions and interests of our employees and empower them to be a positive influence in the     world. This year we were proud to provide many opportunities to be good neighbors even through the challenges of COVID-19 by volunteering time, money and talent to support the causes that matter most to our employees. We seek to strengthen the communities in which we live and work through philanthropy, local community initiatives and global initiatives. Among our efforts are:

•In support of STEM Education, Lumen partnered with organizations such as Pathways in Technology

•(P-TECH) to provide underserved youth with an innovative education opportunity with a direct pathway to college attainment and career readiness

•As we adjusted to the changing needs for COVID-19, employees were provided opportunities to participate in over 30 virtual volunteering events

•Employees were also encouraged to actively volunteer individually in their communities and were supported through our Dollars for Doers grants program

•Our policy to match charitable contributions made by our employees

•Our employees are encouraged to volunteer and donate through our annual Campaign to Fight Hunger to support hunger relief efforts around the globe

•Employees are urged to join our partnership with Destination imagination to develop a new STEM-based outreach challenge program called The imagineXperience. Employees volunteered to help students in underserved communities build critical skill sets.

•In 2022, we established a relief fund to support employees with immediate financial grants who suffered losses from wildfires or other natural disasters.

For additional information regarding our management of human capital, please see “Compensation Discussion & Analysis – Section five – HRCC Engagement and Compensation Governance”, and our Annual Report on Form 10-K for the year ended December 31, 2021.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 35

BOARD OF DIRECTORS AND GOVERNANCE

Director Compensation

OVERVIEW

The Board believes that each of our non-employee directors (whom we also refer to as outside directors or non-management directors) should be compensated through a mix of cash and equity-based compensation. Our HRCC, consisting entirely of independent directors, has primary responsibility for periodically reviewing and considering any revisions to director compensation.

The table and the discussion below summarize how we compensated our outside directors in 2021. This table does not include compensation paid to our President and CEO, Jeff Storey, who does not receive any additional compensation for his service as a director. Please see the “Summary Compensation Table” below for details regarding all compensation paid to Mr. Storey during fiscal 2021. 

2021 COMPENSATION OF OUTSIDE DIRECTORS

DIRECTORS’ COMPENSATION

Name	Fees Earned or Paid In Cash	Stock Awards(1)(2)(3)	All Other Compensation(4)	Total
Current Directors
Quincy L. Allen(5)	$ 120,125	$ 206,411	$          −	$326,536
Martha H. Bejar	157,125	206,411	—	363,536
Peter C. Brown	143,250	206,411	2,000	351,661
Kevin P. Chilton	156,500	206,411	—	362,911
Steven T. Clontz	126,125	206,411	977	333,513
T. Michael Glenn	312,875	206,411	—	519,286
W. Bruce Hanks	248,250	206,411	4,586	459,247
Hal S. Jones	140,125	206,411	—	346,536
Michael J. Roberts	126,125	206,411	—	332,536
Laurie A. Siegel	147,500	206,411	1,060	354,971
Former Director(6)
Virginia Boulet	49,750	—	—	49,750

1For fiscal 2021, the HRCC granted each outside director an award of restricted shares or restricted stock units valued at $200,000 based upon the volume-weighted average closing price of our Common Shares over a 15-day trading period ending prior to the May 20, 2021, grant date. However, as required by SEC rules, the dollar value reported in this column reflects the grant date fair value of that award based upon the closing stock price of our Common Shares on the grant date in accordance with FASB ASC Topic 718. These awards vest on May 20, 2022, subject to the director’s continued service through that date (with vesting accelerated in certain limited circumstances). See “—Cash and Stock Payments.”

2As of December 31, 2021, outside directors held the following unvested equity-based awards: (i) Ms. Siegel and Messrs. Brown, Chilton, Clontz, Hanks, Jones and Roberts each held 14,536 shares of restricted stock; (ii) Messrs. Allen and Glenn each held 14,536 RSUs; and (iii) Ms. Bejar held 3,634 shares of restricted stock and 10,902 RSUs.

3As of December 31, 2021, outside directors held the following vested RSUs deferred under the Non-Employee Director Deferred Compensation Plan: Ms. Bejar – 8,219; Mr. Chilton – 16,439; Mr. Glenn – 31,145; Mr. Roberts – 14,706. For further information on our directors’ stock ownership, see “Ownership of Our Securities—Executive Officers and Directors,” and for information on certain deferred equity and cash fee arrangements, see “—Non-Qualified Deferred Compensation.”

4Includes (i) reimbursements for the cost of annual physical examinations and related travel of $977 for Mr. Clontz, $586 for Mr. Hanks and $1,060 for Ms. Siegel, (ii) the payments related to the attendance of the KPMG Conference of $2,000 each for Messrs. Brown and Hanks, (iii) the payments related to the attendance of the Chief Executive Board Conference of $2,000 for Mr. Hanks. Except as otherwise noted in the prior sentence, the table above does not reflect reimbursements for travel expenses.

5Mr. Allen joined the Board on February 25, 2021.

6Ms. Boulet’s term ended at the 2021 annual shareholders’ meeting.

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BOARD OF DIRECTORS AND GOVERNANCE

CASH AND STOCK PAYMENTS

Each year, with assistance from its independent consultant, the HRCC reviews the market competitiveness of our outside director compensation. We review the total compensation for an “average profile” director for their cash fees (retainer, committee fees and meeting fees) and equity awards and compared those amounts against director compensation for the “Compensation Benchmarking Peer Group” described on page 77.

As a result of the above-described process and based on input from its independent consultant, the HRCC approved certain changes to the program to bring our director compensation to approximately the 50th percentile as compared to our peers. These changes, described below, became effective following our Annual Shareholders’ Meeting in May 2021, which coincides with our second quarterly meeting of our Board and its committees.

CASH FEES – During 2021, each outside director earned a combination of annual cash retainers, which are paid on a quarterly basis with amounts prorated for any changes during the year.

We pay an annual cash retainer for attending each regular (quarterly) Board meeting (“Annual Board Retainer”). At the beginning of 2021, the Annual Board Retainer was $75,000. As a result of the compensation review described above, we increased the Annual Board Retainer to $100,000, effective in the second quarter of 2021. As a result, each outside director who served on our Board the entirety of 2021 received, in total, an Annual Board Retainer of $93,750 for the full year.

We pay annual fees to the chairs of each of the following committees (“Annual Committee Chair Fees”). As part of the market competitive review, the HRCC increased the Annual Committee Chair Fees, effective for second-quarter meetings, as follows: (i) the chair of the Audit Committee from $25,000 to $35,000, (ii) the chair of the HRCC from $25,000 to $35,000, (iii) the chair of the NCG Committee from $15,000 to $30,000 and (iv) the chair of the Risk and Security Committee from $12,500 to $30,000.

As of our second quarter meeting, we began to pay the following annual fees to the non-Chair members of each of the following committees (“Annual Committee Member Fees”): (i) the members of the Audit Committee receive $17,500, (ii) the members of the HRCC receive $17,500, (iii) the members of the NCG Committee receive $15,000 and (iv) the members of the Risk and Security Committee receive $15,000.

Through May 2021, each outside directors also received a $2,000 fee for attending each regular Board meeting, special Board meeting (including each day of the Board’s annual planning session), committee meeting and separate director education program. As a result of the market competitive review, the HRCC eliminated meeting fees in May and reallocated these fees as part of the increases to Annual Board Retainer and Annual Committee Chair Fees and the addition of Annual Committee Member Fees described further above.

During 2021, Mr. Glenn, in his capacity as the non-executive Chairman of the Board, received annual supplemental Board fees of $200,000 payable in cash. The Chairman’s duties are set forth principally in our Corporate Governance Guidelines. See “How Our Board is Organized—Board Leadership Structure.”

During 2021, Mr. Hanks, in his capacity as non-executive Vice Chairman of the Board, received annual supplemental Board fees of $100,000 payable in cash. Under our Bylaws, the Vice Chairman is charged with the responsibility of assisting the Chairman and performing such other duties as may be assigned to him by the Board or the Bylaws.

EQUITY GRANT– During 2021, the HRCC awarded an annual equity grant valued at $200,000 to each outside director, with the number of shares determined by dividing this target value by the volume-weighted average closing price of our Common Shares over a 15-day trading period ending prior to the grant date and rounding to the nearest whole share.

This grant was awarded to each director in the form of time-vested shares of restricted stock unless the director made an election to defer all or a portion of the award under our Non-Employee Directors Deferred Compensation Plan (discussed below). For those directors who elected to defer any portion of the grant, the portion deferred was issued to the director as time-vested restricted stock units. These awards are scheduled to vest on May 20, 2022 (one year after their grant), with vesting accelerated in certain circumstances as described in the award agreement.

Dividends (or, for restricted stock units, dividend equivalents) on these awards are not paid currently but rather accrue from the grant date through the date of vesting (for restricted stock) or the date of issuance of the underlying shares (for restricted stock units) and are subject to the same vesting terms as the related award. Dividends on shares of restricted stock are paid to the director upon vesting while dividend equivalents on restricted stock units are paid to the director at the same time as the underlying shares are issued to him or her.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 37

BOARD OF DIRECTORS AND GOVERNANCE

NON-QUALIFIED DEFERRED COMPENSATION

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN– In March 2019, the Board adopted a deferred compensation plan for our non-employee directors. Under this plan, our non-employee directors may defer up to 100% of their cash and equity compensation.

Participants in the Non-Employee Director Deferred Compensation Plan may elect to receive payment of their account balances in either two to five annual installments or a lump sum upon a fixed date, separation from service, or up to five years following separation from service, subject to any federal tax rules governing deferred compensation.

All cash amounts deferred under this plan by non-employee directors are allocated among deemed investments that follow the performance of a broad array of funds and are reflected in the market value of each participant’s account. Distribution amounts will include investment returns (positive or negative).

If a non-employee director elects to defer all or a portion of the director’s annual equity award under this plan, as noted above, the portion of the award subject to the deferral election will be issued as restricted stock units instead of shares of restricted stock.

Five of our current directors, Ms. Bejar and Messrs. Allen, Chilton, Glenn and Roberts, participate in this plan.

LEGACY QWEST DEFERRED COMPENSATION PLAN – CLOSED TO NEW PARTICIPANTS AND CONTRIBUTIONS – In connection with our 2011 merger with Qwest, we assumed the Qwest Deferred Compensation Plan for Non-Employee Directors. Under this plan, Qwest outside directors could elect to defer all or a portion of their cash directors’ fees, which were then converted to a number of “phantom units” based on the value of a share of Qwest stock, with credit for dividends paid to shareholders “reinvested” in additional phantom units. Plan balances attributable to amounts deferred on or after January 1, 2005, by Qwest directors who joined our Board following the merger were converted, based on the merger exchange ratio, to phantom units based on the value of one of our Common Shares. Other than the crediting and “reinvestment” of dividends for outstanding phantom units, the Company does not make any contributions to and no additional elective deferrals are permitted under this plan. Subject to the terms of the plan, each participant’s account will be distributed as a lump sum in cash as soon as practicable following the end of his or her service as a director. As of December 31, 2021, Michael J. Roberts was the only remaining participant in this plan, with a balance of 8,928 phantom units with an aggregate value of approximately $112,035.

OTHER BENEFITS

Each outside director is entitled to be reimbursed: (i) for expenses incurred in attending Board and committee meetings, (ii) for expenses incurred in attending director education programs and (iii) up to $5,000 per year for the cost of an annual physical examination, plus related travel expenses. We supply company-owned tablets to certain of our outside directors for use in reviewing materials posted to a dedicated portal that permits management to communicate with the Board.

Directors may use our aircraft in connection with company-related business. However, we generally do not permit either our directors or their family members to use our aircraft for personal trips (except when such use can be accommodated at no incremental cost to us or on terms generally available to all of our employees in connection with a medical emergency).

Our Bylaws require us to indemnify our directors and officers so that they will be free from undue concern about personal liability in connection with their service to the Company. We have signed agreements with each of those individuals contractually obligating us to provide these indemnification rights. We also provide our directors with customary directors and officers liability insurance.

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I T E M  2
Ratify KPMG as Our
2022 Independent Auditor

The Audit Committee of the Board has appointed KPMG LLP as our independent auditor for the fiscal year ending December 31, 2022 and we are submitting that appointment to our shareholders for ratification on an advisory basis at the meeting. Although shareholder ratification of KPMG’s appointment is not legally required, we are submitting this matter to the shareholders, as in the past, as a matter of good corporate practice.

If the shareholders fail to vote on an advisory basis in favor of the appointment, the Audit Committee will reconsider whether to retain KPMG and may appoint that firm or another without re-submitting the matter to the shareholders. Even if the shareholders ratify the appointment, the Audit Committee may, in its discretion, select a different independent auditor at any time during the year if it determines that such a change would be in the Company’s best interests.

In connection with the audit of the 2021 financial statements, we entered into an engagement letter with KPMG which sets forth the terms by which KPMG will provide audit services to us. Any future disputes between KPMG and us under that letter will be subject to certain specified alternative dispute resolution procedures, none of which are intended to restrict the remedies that our shareholders might independently pursue against KPMG.

KPMG has advised us that one or more of its partners plan to participate in the meeting. We understand that these representatives will be available to respond to appropriate questions and will have an opportunity to make a statement if they desire to do so.

For a discussion of factors the Audit Committee considered in connection with re-appointing KPMG for the 2022 audit, see “-Annual Evaluation and Selection of Independent Auditors.”

Ratification of KPMG’s appointment as our independent auditor for 2022 will require the affirmative vote of a majority of the votes cast on the proposal at the meeting.

FOR THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 39

ITEM 2 - RATIFY KPMG AS OUR 2022 INDEPENDENT AUDITOR

Audit Committee Report

Our Audit Committee has oversight authority over Lumen’s financial reporting function, including our internal controls over financial reporting (“ICFR”) and our external independent audit process. In carrying out its oversight responsibilities, the Audit Committee:

•monitors management’s responsibility for fairly presenting our financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) by maintaining accurate and reliable financial information through our ICFR processes;

•appoints our independent auditor; and

•regularly communicates with our independent auditor regarding the scope and status of its annual audit of our consolidated financial statements, including our ICFR.

As part of the Committee’s oversight of the Company’s financial statements, the Committee reviews and discusses with the Company’s management, and internal and external auditors, management’s key initiatives andprograms aimed at maintaining and improving ICFR, the effectiveness of the Company’s internal and disclosure control structure and the scope and adequacy of the Company’s internal auditing program.

The Committee met 9 times in 2021 and included, whenever appropriate, executive sessions in which the Committee met separately with KPMG, our independent auditor, as well as representatives of our Internal Audit group and management. During 2021, the Committee discussed with KPMG: (i) those matters required to be discussed by the applicable requirements of the SEC and the Public Company Accounting Oversight Board (“PCAOB”), including the quality of the Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in thefinancial statements; (ii) the written disclosures required by PCAOB regarding the independent auditor’s communications with audit committees concerning independence; (iii) KPMG’s independence and the effects that the provision of non-audit services may have on KPMG’s independence; and (iv) various other matters pertaining to the audit and other matters handled by KPMG.

Among other matters, over the course of the past year, the Committee also:

•discussed the impact of COVID-19 on the Company’s financial statements as a whole, including short-term and long-term liquidity, credit losses, revenue, reserves, intangible assets and related ICFRs; •discussed our 2021 critical accounting policies with KPMG; •discussed SEC regulatory changes, including amendments to Regulation S-K; •discussed Company capital allocation, investment and tax planning strategies; •reviewed the scope of and overall plans for the annual audit and the internal audit program, including a review of critical accounting estimates and significant unusual transactions; •reviewed KPMG’s report describing its quality control procedures and its report included in the Company’s Annual Report on Form 10-K; •reviewed the performance of KPMG’s lead engagement partner; •reviewed and discussed each quarterly and annual financial statements and related earnings press releases before issuance, including reviewing the Company’s issuance of guidance and use of non-GAAP financial information, the adequacy of disclosures and management’s ICFR report and discussion and analysis; •reviewed and discussed the effectiveness of our disclosure controls and procedures; and •reviewed the Company’s debt compliance process, including primary debt covenants, debt agreement restrictions, maintenance covenant calculations and liquidity implications.

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ITEM 2 - RATIFY KPMG AS OUR 2022 INDEPENDENT AUDITOR

Moreover, the Committee emphasized the continued importance of an environment supporting the integrity of the financial reporting process; oversaw the implementation of new accounting standards and appropriate related internal controls; met quarterly in separate executive sessions, including private sessions with the Company’s independent auditors, internal auditors and top executives; and coordinated with other committees of the Board to oversee the Company’s risk management function, especially with respect to matters that could impact the Company’s financial results or financial position.

In addition, the Committee:

•received quarterly reports from the Director of Internal Audit, including the Company’s work regarding ICFR and met with other members of the Internal Audit staff; •received periodic reports pursuant to our policy for the submission of confidential communications from employees and others about accounting, internal controls and auditing matters and conducted certain follow-up inquiries as necessary; •received reports on the Company’s goodwill impairment testing; •received and evaluated a report concerning the Company’s major financial risks along with the Company’s mitigating actions; •reviewed the Company’s accounting for income taxes; •reviewed the Company’s accounting for pension assets and liabilities; •received updates on the Company’s transition from LIBOR to new interest rate benchmarks; and •received an annual report with regard to any hiring of former employees of KPMG.

Taking all of these reviews and discussions into account and subject to the limitations on the role and responsibilities of the Committee referred to in its charter, the undersigned Committee members recommended that the Board include the Company’s audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2021.

In addition to the Company’s corporate compliance program and integrity line, the Audit Committee has established procedures for the receipt and evaluation, on a confidential basis, of any complaints or concerns regarding our accounting, auditing, financial reporting or related matters. To report such matters, please send written correspondence to Audit Committee Chair, c/o Post Office Box 4364, Monroe, Louisiana 71211.

Submitted by the Audit Committee of the Board of Directors.

	W. Bruce Hanks (CHAIR)	Quincy L. Allen	Peter C. Brown	Kevin P. Chilton	Hal Stanley Jones

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 41

ITEM 2 - RATIFY KPMG AS OUR 2022 INDEPENDENT AUDITOR

Annual Evaluation and Selection of Independent Auditors

The Audit Committee annually evaluates the performance of the Company’s independent auditors, including the senior audit engagement team, and determines whether to reengage the current independent auditors or consider other audit firms. In deciding to retain KPMG as the Company’s independent auditors for 2022, the Audit Committee considered a number of factors, including:

•KPMG’s global capabilities;

•KPMG’s technical expertise and knowledge of the Company’s global operations and industry;

•The quality and candor of KPMG’s communications with the Audit Committee and management;

•KPMG’s independence;

•The quality and efficiency of the services provided by KPMG, including input from management on KPMG’s performance and how effectively KPMG demonstrated its independent judgment, objectivity and professional skepticism;

•External data on audit quality and performance, including recent PCAOB reports on KPMG and its peer firms; and

•The appropriateness of KPMG’s fees, KPMG’s tenure as Independent Auditors (including the advantages and disadvantages of a longer tenure) and the controls and processes in place that help ensure KPMG’s continued independence.

Over the last several years, the Audit Committee has attempted to strike an appropriate balance between auditor rotation and retention. Over the past few years, KPMG’s engagement partner for our audit has been rotated more frequently than required and the audit team currently includes KPMG partners with no previous relationship with the Company. In addition, since the Level 3 Combination, not only has the engagement partner been rotated multiple times but the KPMG office charged with the audit has alternated between Shreveport, Louisiana and Denver, Colorado. The factors that the Audit Committee considered that favored the retention of KPMG as the Company’s independent auditors included:

•Enhanced audit quality – KPMG’s significant institutional knowledge and deep expertise of the Company’s global business, accounting policies and practices, and internal control over financial reporting enhance audit quality.

•Competitive fees – Because of KPMG’s familiarity with the Company and the communications industry, audit and other fees are competitive with peer companies.

•Avoid costs associated with a new auditor – Bringing on new independent auditors would be costly and require a significant time commitment, which could lead to management distractions.

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ITEM 2 - RATIFY KPMG AS OUR 2022 INDEPENDENT AUDITOR

Audit and Other Fees

The following table lists the aggregate fees and costs billed to us by KPMG and its affiliates for the 2020 and 2021 services identified below:

FEES
	2020	2021
Audit Fees(1)	$14,750,818	$14,822,340
Audit-Related Fees(2)	126,705	152,278
Tax Fees(3)	65,470	96,160
Other	—	—
Total Fees(4)	$14,942,993	$15,070,778

1    Includes the cost of services rendered in connection with (i) auditing our annual consolidated financial statements, (ii) auditing our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, (iii) reviewing our quarterly financial statements, (iv) auditing the financial statements of several of our subsidiaries, (v) reviewing our registration statements and issuing related comfort letters, (vi) statutory audits for certain of our foreign subsidiaries and (vii) consultations regarding accounting standards.

2    Includes the cost of preparing agreed upon procedures reports and providing general accounting consulting services.

3    Includes costs associated with general tax planning, consultation and compliance (which were approximately $65,000 in 2020 and approximately $96,000 in 2021).

4    Total fees for 2021 include audit-related fees from the planned divestitures of the Latin American business and incumbent local exchange business.

The Audit Committee maintains written procedures that require it to annually review and pre-approve the scope of all services to be performed by our independent auditor. This review includes an evaluation of whether the provision of non-audit services by our independent auditor is compatible with maintaining the auditor’s independence in providing audit and audit-related services. The Committee’s procedures prohibit the independent auditor from providing any non-audit services unless the service is permitted under applicable law and is pre-approved by the Audit Committee or its Chairman. The Chairman is authorized to pre-approve projects if the total anticipated cost of all projects pre-approved by him during any fiscal quarter does not exceed $250,000. The Audit Committee has pre-approved the Company’s independent auditor to provide up to $75,000 per quarter of miscellaneous permitted tax services that do not constitute discrete and separate projects. The Chairman and the Chief Financial Officer are required periodically to advise the full Committee of the scope and cost of services not pre-approved by the full Committee. Although applicable regulations permit us to waive these pre-approval requirements in certain limited circumstances, the Audit Committee did not use these waiver provisions in either 2020 or 2021.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 43

Our Executive
Officers

We currently have five executive officers. Biographical information for each of them (other than Mr. Storey, who also serves as a director and whose biography may be found under “Board of Directors and Governance – Our Director Nominees”) is found below:

SHAUN ANDREWS	Executive Vice President, Chief Marketing Officer	49 years old
	•Shaun Andrews is Lumen’s Executive Vice President, Chief Marketing Officer. •With nearly 25 years of technology experience, Mr. Andrews is responsible for Lumen’s product and solutions strategy and go-to-market approach. •He also has oversight of global marketing, including the brand, global messaging and digital campaigns and marketing technology. •Mr. Andrews previously served as Lumen’s Executive Vice President, Product Management. •Prior to Lumen’s combination with Level 3 Communications, Inc. in 2017, Mr. Andrews held progressive leadership and strategy roles in Product Management as a Senior Vice President, starting with Level 3 in 2006. •Mr. Andrews became Lumen’s Executive Vice President and Chief Marketing Officer in 2019.

STACEY W. GOFF	Executive Vice President, General Counsel and Secretary	56 years old
	•Stacey W. Goff is Executive Vice President, General Counsel and Secretary for Lumen. •Mr. Goff is responsible for Lumen’s legal function, as well as the communications, community relations and public policy functions. •Mr. Goff joined Lumen in 1998 and has served as General Counsel since 2009.

44

OUR EXECUTIVE OFFICERS

CHRISTOPHER STANSBURY	Executive Vice President, Chief Financial Officer	56 years old
	•Effective April 4, 2022, Christopher Stansbury was named as Lumen’s Executive Vice President, Chief Financial Officer for Lumen, with global responsibility for financial planning, accounting, tax, treasury, investor relations, procurement and supply chain management and the global real estate portfolio. •Mr. Stansbury previously served as the Senior Vice President and Chief Financial Officer of Arrow Electronics, Inc. from May 2016 through March 2022. Prior to that, Mr. Stansbury served as Vice President, Finance, and Chief Accounting Officer of Arrow Electronics, Inc. beginning in August 2014. •Prior to joining Arrow Electronics, Inc., Mr. Stansbury held finance positions at Hewlett-Packard, Inc. and PepsiCo, Inc.

SCOTT TREZISE	Executive Vice President, Human Resources	53 years old
	•Scott Trezise is Lumen's Executive Vice President, Human Resources. •In this role, Mr. Trezise is responsible for the global employee experience, including talent acquisition, employee engagement, recognition, training and development, compensation and benefits, payroll, labor relations for represented employees and contingent labor. •Mr. Trezise joined Lumen in 2013 in his current role, and was named an executive officer in 2013.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 45

I T E M  3
Advisory Vote on Executive
Compensation – “Say-on-Pay”

Each year, we provide our shareholders the opportunity to vote on a non-binding, advisory resolution to approve the compensation of our named executive officers (NEOs) as disclosed in our annual proxy statements in accordance with SEC rules.

Under our executive compensation programs, our NEOs are rewarded for achieving specific annual and long- term goals, as well as increased shareholder value. We believe this structure aligns executive pay with our financial performance and the creation of sustainable shareholder value. The Human Resources and Compensation Committee of our Board (HRCC) continually reviews our executive compensation programs to ensure they achieve the goals of aligning our compensation with both current market practices and your interests as shareholders.

As discussed in greater detail elsewhere in this proxy statement, the HRCC spends considerable time and effort to ensure that not only do we have the right leadership in place, but also that our executive compensation programs continue to appropriately incentivize and reward each key member of the team in a manner that aligns with shareholder interests.In recent years, this has included a significant emphasis on shareholder outreach and taking action in response to the input we received from shareholders. For additional information on our executive compensation programs generally and our recent compensation actions specifically, we urge you to read the “Compensation Discussion & Analysis” and “Compensation Tables” sections of this proxy statement.

At the meeting, we will ask you to vote, in an advisory manner, to approve the overall compensation of our NEOs, as described in this proxy statement, including the Compensation Discussion & Analysis, the Summary Compensation Table and the other related tables and disclosures. This proposal, commonly known as a“say-on-pay” proposal, gives you the opportunity to express your views. This advisory vote is not intended to address any specific element of compensation, but rather relates to the overall compensation of our named executive officers and our executive compensation policies and practices as described in this proxy statement. Accordingly, your vote will not directly affect or otherwise limit any existing compensation or award arrangement of any of our NEOs.

While this “say-on-pay” vote is advisory and will not be binding on our Company or the Board, it will provide valuable information for future use by our HRCC regarding shareholder sentiment about our executive compensation. We understand that executive compensation is an important matter for our shareholders.

Accordingly, we invite shareholders who wish to communicate with our Board on executive compensation or any other matters to contact us as provided under “Board of Directors and Governance–Shareholder Engagement.”

Approval of this proposal will require the affirmative vote of the holders of a majority of the votes cast on the proposal at the meeting.

THE BOARD UNANIMOUSLY RECOMMENDSAVOTEFORTHISPROPOSAL.

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Compensation Discussion & Analysis

The CD&A is divided into five sections: (1) Executive Summary; (2) Compensation Philosophy and Oversight; (3) Pay and Performance Alignment; (4) Compensation Design, Awards and Payouts; and (5) HRCC Engagement and Compensation Governance. Please refer to the roadmap below in order to navigate this portion of the proxy statement.

ROADMAP
Compensation Discussion & Analysis	47
Section one - Executive Summary	48
2021 executive compensation aligned with business performance	48
Lumen business highlights	48
Shareholder engagement and 2021 compensation enhancements	50
New independent compensation consultant	50
Section two - Compensation Philosophy and Oversight	51
Compensation objectives and design	51
Our pay elements	53
Section three - Pay and Performance Alignment	55
Goal setting	55
Incentive program guidelines	55
Pay mix	57
Realized and realizable pay for our CEO	58
Section four - Compensation Design, Awards and Payouts for 2021	59
Target Compensation	59
Base Salary	59
2021 Short-term Incentive program	60
2020 Long-Term Incentive Compensation	66
Other Benefits	69
Section five - HRCC Engagement and Compensation Governance	71
HRCC Human Capital Resources Priorities	71
Role of Human Resources and Compensation Committee	72
Year-round engagement informs compensation design and awards	72
HRCC Executive Compensation Review Process	73
Role of CEO and Management	74
Role of Compensation Consultants	74
Role of Peer Companies	74
Our Governance of Executive Compensation	78
Human Resources and Compensation Committee Report	81

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 47

Section one - Executive Summary

As described in our Board Committee section above, the HRCC oversees our executive compensation program. More broadly, the HRCC provides direction to management on compensation programs for all employees with the goal of retaining the skilled talent needed for Lumen to reach its strategic objectives. The HRCC seeks to continuously improve our compensation programs based on changing market conditions, the evolving business environment, and feedback from our shareholders. This CD&A reflects the HRCC’s overall philosophy on employee compensation with a focus on compensation for our five NEOs during the last fiscal year.

Jeffrey K. Storey	Indraneel Dev	Stacey W. Goff	Shaun C. Andrews	Scott A. Trezise
PRESIDENT & CHIEF EXECUTIVE OFFICER	FORMER EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER(*)	EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL & SECRETARY	EXECUTIVE VICE PRESIDENT,CHIEFMARKETING OFFICER	EXECUTIVE VICEPRESIDENT,HUMAN RESOURCES

(*)    As previously disclosed and described elsewhere herein, Mr. Dev’s employment with Lumen ended effective April 1, 2022.

2021 executive compensation aligned with business performance

As discussed in greater detail in this CD&A, our incentive programs are aligned with our corporate strategy and are paid out based on our performance. In 2021, we had a solid year and our STI plan was funded at 100%.

•As we continued to focus on profitable revenue growth while executing on cost transformation initiatives, we expanded Adjusted EBITDA margins by over 100 basis points and generated Adjusted EBITDA of $8.4 billion, which was just below our STI target

•Our $3.7 billion of Free Cash Flow substantially exceeded our Free Cash Flow target for 2021, primarily as a result of lower capital expenditures due to pandemic-related delays in customer decision-making environment and higher demand for more digital, less-capital intensive services

•We achieved $19.7 billion of Revenue, falling short of our target

•We hit our target for Customer Experience, with positive satisfaction indicators telling us we’re doing well in this area

Lumen business highlights

During 2021, we made progress advancing our core business strategy to integrate and upgrade our global network and other assets and technologies into an advanced high-bandwidth, low latency platform that is secure, reliable and fast. To that end, we focused our efforts on strengthening our digital self-service product ordering platforms, expanding our offering of secure edge computing services, creating a more adaptive network, and expanding our network capacity through our Quantum Fiber buildout plan and other initiatives.

Many of our existing and potential enterprise customers were affected by uncertainty in 2021 related to the pandemic, resulting in some delayed decision making which extended sales cycles. Despite this challenging backdrop, we improved our sales and revenue performance throughout the year, and our sales funnel recovered to above pre-pandemic levels by the end of 2021.

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COMPENSATION DISCUSSION & ANALYSIS

We also announced and executed on our key capital allocation priorities:

1.Investing to drive growth

2.Maintaining a $1.00 per share dividend

3.Staying relatively net leverage neutral through our current investment phase

4.Continued portfolio optimization

5.Evaluating opportunities for additional share repurchases

Investing to drive growth: Improving the revenue trajectory of our business is our top priority, and our objective is to reach top-line growth through our Quantum Fiber buildout and Lumen Platform initiatives. Certain important milestones achieved during 2021 position us to achieve future growth: •Deployed our edge computing platform designed to cover substantially all of U.S. enterprises with 5 milliseconds or less latency while expanding the platform’s bare metal service and storage capabilities •Expanded our Quantum Fiber network to approximately 400 thousand new addressable locations across our footprint and sized our total addressable opportunity for Quantum Fiber to be more than 12 million locations	Staying relatively net leverage neutral through the investment phase: During 2021, we lowered net debt by approximately $1.5 billion and reduced our net leverage. We exited the year at 3.6 times Net Debt to Adjusted EBITDA.	$8.4B Adjusted EBITDA
		$3.7BFree Cash Flow1
		3.6XNet Debt toAdjusted EBITDA
Maintaining a $1.00 per share dividend: We believe that the return of cash to our shareholders in the form of a dividend is an important part of our value proposition, and we are focused on supporting our dividend even as we make the investments necessary to reach our growth objectives. We returned approximately $1.1 billion to our shareholders during 2021 through dividends.	Continued portfolio optimization: We announced the value-accretive divestitures of our Latin American assets and a 20-state portion of our domestic ILEC footprint for aggregate gross consideration of $10.2 billion. Upon completion, these transactions will streamline our portfolio, giving us increased focus and incremental capital to drive growth in the remaining areas of the business. We remain open to smart optimization of our assets going forward.	Evaluating opportunities for additional share repurchases: We announced and completed a $1 billion share repurchase program, reducing our share count by approximately 81 million shares and lowering our dividend payment obligations.

For information on how our non-GAAP metrics used above reconcile to GAAP measures and a description of our special items, see Appendix A. For more complete information on Lumen and our recent performance, see the remainder of this proxy statement, including Appendix B.

1 Free Cash Flow excludes cash paid for special items.

WHAT'S NEW

As noted above, on July 26, 2021, we agreed to sell our Latin American business, and on August 3, 2021, we agreed to sell part of our incumbent local exchange carrier (ILEC) business in 20 Midwestern, Southern and Eastern states, for aggregate gross consideration of $10.2 billion. We currently anticipate that both of these transactions will close during 2022.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 49

COMPENSATION DISCUSSION & ANALYSIS

Shareholder engagement and 2021
compensation enhancements

At our 2021 annual meeting, we received support from the holders of approximately 91% of the shares voted on our say-on-pay proposal.

Each year we solicit shareholder feedback throughout the year on a wide range of topics, including executive compensation. Our Chairman of the Board (who is also a member of the HRCC), HRCC Chair, NCG Committee Chair and, as appropriate, members of management typically participate in these engagements. These conversations have enabled us to receive input from our shareholders on how best to align the interests of management and the shareholders and enabled many of our shareholders to gain a better understanding of the challenges of recruiting, retaining and motivating top executive talent in a complex, rapidly changing industry that continues to face the challenges of replacing high-margin declining legacy services with lower-margin growing digital services.

With the feedback of our 2020 shareholder engagement in mind, we refined our 2021 long-term incentive plan as follows:

•Revised our LTI plan metrics for our 2021 awards •Maintained Adjusted EBITDA element, reducing it to 50% weighting •Maintained Relative TSR element, changing it from a modifier to an equal 50% weighting

During our shareholder engagement in spring 2021, we invited shareholders representing 55% of our outstanding shares to engage, resulting in 7 meetings with holders representing 11% of our outstanding shares. We received valuable input on executive compensation, in addition to governance and ESG. We were encouraged by both the constructive feedback and positive support we received regarding our compensation program changes over the last couple of years.

In our fall 2021 shareholder engagement, we invited shareholders representing 58% of our outstanding shares to engage, resulting in 10 meetings with holders representing 8% of our outstanding shares. These discussions were focused on ESG, board diversity and composition, capital allocation and the impact these topics have on our strategic priorities and how we design executive compensation to incentivize our long-term success. These discussions helped to inform our 2022 executive compensation decisions.

We look forward to continuing to engage in productive dialogue with our stakeholders on all governance and stewardship, including compensation.

New independent compensation consultant

In July 2021, the HRCC engaged Semler Brossy Consulting Group, LLC (Semler Brossy) as its new independent compensation consultant after conducting a nationwide search. Semler Brossy replaces Meridian Compensation Partners, LLC (Meridian), which had served as independent compensation consultant to the HRCC for the previous six years.

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Section two - Compensation Philosophy and Oversight

Compensation is a critical element in Lumen’s overall business strategy for attracting, developing, motivating and retaining executives and key employees who possess the right skills and leadership expertise to execute our corporate strategies. Our transition towards providing more adaptive digital transmission services has placed a greater premium on attracting and retaining personnel with cutting-edge technical skills. We design our compensation programs to reward executives and employees who are critical to our success.

Compensation objectives and design

Our compensation programs are designed to be market competitive and fiscally responsible. Providing incentive compensation opportunities linked to our corporate performance is a key part of our compensation programs, especially for our senior leaders. But our STI and LTI programs extend much further into our organization. For 2021, approximately 23,000 employees participated in our STI program and approximately 1,600 employees received equity grants under our LTI program. For each participant in our incentive programs, including our NEOs, his or her target compensation and performance metrics are determined based on the availability of talent, the criticality of skills, market compensation benchmarks and internal equity considerations.

ALIGNING PERFORMANCE OBJECTIVES WITH STRATEGY

The HRCC selects short-term and long-term plan performance objectives designed to drive execution of our overall business strategies. This process includes engagement with the HRCC’s independent compensation consultant, discussing compensation trends, measuring our performance against peers and market influences throughout the year as well as feedback from shareholder engagement regarding executive compensation and incentive design. Key design considerations include:

Incentive Compensation Design

Target Compensation

•Aligning performance objectives and metrics with our short- and long-term strategies •Setting ambitious short-and long-term targets at challenging but reasonably achievable levels that reflect priorities and drive progress toward our long-term vision •Assessing effectiveness of prior year design and targets •Ensuring that performance-based compensation rewards performance over multiple time horizons and aligns with long-term shareholder value while discouraging excessive risk taking •Being responsive to shareholder feedback •Allowing for the flexibility to make limited adjustments, positive or negative, as may be appropriate •Monitoring share expense rate and dilution

•Balancing between cash and equity incentive compensation •Targeting total compensation at the 50th percentile •Balancing individual contribution and Company performance •Retaining employees with essential expertise and skill •Targeting internal equity by offering comparable pay to employees who make similar contributions and have comparable skill sets and expertise

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COMPENSATION DISCUSSION & ANALYSIS

RIGOROUS DESIGN AND TARGET SETTING PROCESS

Each year over the course of several meetings, the HRCC evaluates our incentive designs for the upcoming plan year and establishes rigorous threshold, target and maximum performance levels for the selected objectives that are rooted in our annual budget, public guidance and long-range strategic plan.

Our incentive design and targets are influenced by:

•Board approved annual and long-range financial plans, which are used to set our STI and LTI targets and inform our external outlook

–Detailed financial and operational goals and timelines

–Anticipated timing for execution of our strategic initiatives, new product launches and completion of our pending divestitures

–Cash flow plan to execute on our capital allocation priorities

–Prior year strategic goals and actual financial performance

–Industry and competitive trends

–Other Company-specific and external factors that influence our business

•Declines in high margin, residential voice and copper-based wireline revenue outweighing increased customer demand for digital services and new products

–Telco services’ margin is significantly greater than the technology services margin – requiring us to simultaneously expand our customer base and services portfolio at a faster rate than the declining telco customer base while also protecting the value of the declining residual legacy voice and copper-based wireline revenue

–As a result, flat or slightly negative revenue growth is a rigorous goal during this telco to tech evolution

•Adapting to our revenue declines requires us to adjust our cost structure annually

–Using Adjusted EBITDA as a key financial metric in both our STI and LTI plans, with performance measured over different time horizons, incentivizes management to rapidly adjust our operations to achieve strategic priorities

•The Board’s careful review of the degree of difficulty of our compensation goals

•Shareholder feedback and independent compensation consultant observations

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COMPENSATION DISCUSSION & ANALYSIS

Our pay elements

The three core elements of our executive compensation program are base salary, annual STI bonus opportunity (typically paid in cash); and annual LTI grants (equity awards). Our LTI awards are structured as mix of performance-based restricted stock or RSUs (PBRS) and time-based restricted stock or RSUs (TBRS), with heavier weighting on the PBRS portion for our senior leadership team. Each element is described below and includes the performance metrics selected for our 2021 incentive programs.

	CEO	Element and Description	Performance Objectives Aligned with Strategy	Metrics and Weighting 2021
	Base Salary	Base Salary As with most companies, base salary is annual fixed cash compensation that provides a competitively set and stable component of income to our executives.
	Short-Term Incentive Bonus	STI Program STI bonus is annual variable cash compensation based on the achievement of annual performance measures. Alignment to Compensation Philosophy STI provides competitive short-term incentive opportunities for our executives to earn annual bonuses, typically paid in cash, based on performance objectives that, if attained, can reasonably be expected to (i) promote our business and strategic objectives and (ii) correspond to those paid to similarly situated and comparably-skilled executives at peer companies. The HRCC retains discretionary authority over determining any and all amounts to be paid under the STI plan	For 2021, the HRCC maintained the same STI design and elements as the prior year, which remain aligned to the telco to tech transitioning strategies.	Adjusted EBITDA measures the operational performance and profitability of our businesses and is commonly used by industry investors to evaluate our total enterprise value. (50%) Free Cash Flow is a comprehensive measure of our overall financial position. (25%) Revenue generationis critical to our goal of increasing our strategic revenue growth in amounts sufficient to offset our continuing and systemic legacy revenue losses. (15%) Customer Experience is critical to maintain and grow our revenue base. (10%) A positive or negative adjustment for individual performance based on “line of sight” for their specific areas of responsibility and individual objectives. Any positive adjustments for a NEO’s individual performance are capped at 20% of the Company performance funding for the STI program. (Individual Performance modifier)

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 53

COMPENSATION DISCUSSION & ANALYSIS

	CEO	Element and Description	Performance Objectives Aligned with Strategy	Metrics and Weighting 2021
	Long-Term Incentive Compensation	LTI Program LTI is variable compensation awarded annually in equity that vests over three years from the date of grant, with at least 60% of the award based on the achievement measured against pre-established performance measures for a three-year period. Alignment to Compensation Philosophy LTI fosters a culture of ownership, aligns the long-term interests of our executives with our shareholders and helps to retain executives through stock price growth and the creation of long-term value. In addition, the number of shares vesting under our performance-based awards is dependent upon our performance measured against key business objectives over a multi-year period, further strengthening the alignment between executive pay, Company performance and shareholder value creation. The amount of LTI compensation that is ultimately realized depends on how successfully we execute our strategic goals and our overall stock performance.	Time-Vested LTI Awards (TBRS): Our grants of TBRS are intended to reinforce the link of interests between our executives and our shareholders by focusing on the long-term value of our common stock. Performance-Based LTI Awards (PBRS): In response to shareholder input and other factors, for our 2021 LTI awards the HRCC reduced our Cumulative Adjusted EBITDA metric to a 50% weighting and, to further strengthen the alignment of executive and shareholder interests, increased the focus on relative TSR by changing it from a modifier to a second, equally-weighted performance metric.	Adjusted EBITDA measures the operational performance and profitability of our businesses and is commonly used by industry investors to evaluate our total enterprise value. Cumulative Adjusted EBITDA measures sustained, cumulative EBITDA performance over a three- year period. (50%) Relative Total Shareholder Return or TSR (3-year) rewards for achieving stock price growth relative to our TSR peer group over a three-year period. (50%)

For a discussion of how the HRCC allocates compensation between these three key components, see section below entitled “Pay and Performance Alignment.”

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Section three - Pay and Performance Alignment

In allocating NEO target pay opportunities among the different compensation elements, the HRCC does not adhere to a prescribed formula but generally emphasizes performance-based and at-risk elements. The total target cash compensation opportunity (base salary plus target STI) represents less of each NEO’s total target compensation than the total target LTI opportunity, in order to increase alignment with shareholders’ interests and motivate performance that creates sustainable long-term shareholder value.

Goal setting

As noted above, STI and performance-based LTI payouts are determined at the end of a performance period based on our achievement of pre-established goals. In order to ensure compensation elements are aligned with both company performance and our evolving corporate strategies, incentive goals and targets are not automatically carried forward from one year to the next. Rather, the HRCC reevaluates performance goals annually, in order to establish goals that are:

•challenging and sufficiently rigorous, based on the information available to us at the time, including the Company’s publicly-disseminated annual outlook;

•appropriately tailored to our current business conditions as well as the prevailing business environment more broadly;

•aligned with shareholder interests and recent shareholder input; and

•designed to incentivize our executives to drive our key strategic objectives over the relevant performance period.

Incentive program guidelines

While our incentive goals, targets and payout criteria are designed to measure objective performance over a specified period of time, the HRCC does have the ability to make certain adjustments to our performance calculations. To provide structure and promote consistency in addressing such situations, the HRCC has adopted Guidelines on Administering Incentive Plans (the Guidelines) to aid its goal of reaching balanced STI and LTI payout decisions that align performance with our targets and corporate strategy. As described in the table below, the Guidelines provide four types of potential adjustments to our STI or LTI metrics that can affect the overall payout.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 55

COMPENSATION DISCUSSION & ANALYSIS

Types of Adjustments Under Our Incentive Program Guidelines	STI	LTI	2021 Adjustments Under Our Incentive Program Guidelines
Mandatory Adjustments to Results. The first type of adjustment occurs after completion of each performance period and in conjunction with our annual external reporting process when the HRCC reviews the financial information and assumptions in order to make certain mandatory adjustments to STI and LTI performance results to eliminate the effects of certain unanticipated, material and special events specified in the Guidelines. Generally, these adjustments have corresponded closely, but not exactly, with the “Non-GAAP Special Items” supplemental schedule included in our earnings release for the corresponding performance period.			For our 2021 STI Plan: •See “Appendix A - Non-GAAP Reconciliation” for details on the Non-GAAP Special Items previously reported in our February 9, 2022 earnings release. •Adjustments for 2021 also included the net impact of charges and credits related to the sale of our Texas correctional facility operations.
Discretionary Adjustments to Results. The second type of adjustment provides the HRCC with discretionary authority to adjust STI and LTI performance results based on any other “extraordinary, unusual, or non-recurring transactions or items” to prevent award payouts from being unfairly impacted by such items. In either case, the adjustments may be positive or negative but will only be made if the events were not known on the date the performance goals were established or were not reflected in the forward-looking financial information used to set such goals.			For our 2021 STI Plan: •Adjustments for 2021 included the elimination of the effect of foreign currency fluctuations and true-up of bonus accruals for 2021 STI. •These adjustments were not included in adjustments we publicly reported in connection with reporting earnings.
Discretionary Adjustments to STI Payout Percentages. The third type of adjustment, as discussed in greater detail below under “Short Term Incentive Bonuses,” provides the HRCC with additional discretionary authority under the terms of the STI plan to adjust STI payouts. These discretionary adjustments may be made as either a specific feature of a given year’s STI plan established in advance (for example, the capped individual performance modifier included in our 2021 plan design) or as equitable adjustments made in arrears pursuant to the HRCC’s overall authority to authorize final STI payouts.			For our 2021 STI Plan: •As described below under "2021 Short-Term Incentive Program—HRCC STI Award Oversight,” the HRCC applied negative discretion to reduce 2021 STI awards by 9.6%.
Mandatory Adjustments to LTI Targets. The final type of adjustment, adopted in early 2022, requires the HRCC to adjust our three-year Cumulative Adjusted EBITDA targets as applied to the performance-based portion of our annual LTI grants to eliminate the effects of changes in tax law, changes in accounting standards and certain specified extraordinary items or events.			•None for 2021.

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COMPENSATION DISCUSSION & ANALYSIS

Pay mix

The following chart illustrates the approximate allocation of the total target compensation opportunity for our current CEO and named executive officers (shown as CEO and 2021 NEOs, respectively, below) between elements that are fixed and variable or performance-based pay that is “at risk.” As a result, the actual (or take home) pay that our CEO realizes in a given year may be more or less than his total target compensation for that year, as illustrated in the bar graphs further below.

CEO - Total Target Opportunity		2021 NEOs - Total Target Opportunity

A fixed annual salary (base salary) represents 9% of our CEO’s total target compensation and 17% of our other NEOs’ average target total compensation.

Variable pay, consisting of an STI bonus opportunity and LTI awards, represents 91% of our CEO’s total target compensation and 83% of our other NEOs’ average target total compensation. This portion of pay is considered at-risk since the receipt or value of the award is subject to the attainment of certain performance goals, vesting requirements and overall stock performance. LTI performance-based compensation is the largest component, representing 46% of our CEO’s and 39% of our other NEOs target total compensation, and provides the greatest alignment between our NEO compensation and the interests of our shareholders.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 57

COMPENSATION DISCUSSION & ANALYSIS

Realized and realizable pay for our CEO

The chart below illustrates the realized1 and realizable2 pay for our CEO, 90% or more of which was at-risk variable compensation (STI, TBRS and PBRS) in each the last three years3. Over the past three years, our CEO’s average realized and realizable pay approximated 98.3% of target compensation.

1    Realized Pay measures the actual pay realized by Mr. Storey, excluding one-time awards, by adding together (i) actual salary paid during the year, (ii) STI bonus that was ultimately paid for that year and (iii) the value of time- and performance-based LTI awards that vested.

2    Realizable Pay measures the actual pay realizable for Mr. Storey for a given year by adding together the (i) realized pay, as describe in note (1) and (ii) the value of unvested time- and performance-based LTI, at “target” levels, based on our stock price as of March 1, 2022.

3    For further information on our 2019 and 2020 STI performance and 2019 PBRS performance, please see our 2020 and 2021 proxy statements. For further discussion on our 2021 STI payout, see “2021 Short-term incentive program.” “TBD” means to be determined upon completion of the performance periods ending on December 31, 2022 and 2023.

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Section four - Compensation Design, Awards and Payouts for 2021

Our fiscal 2021 executive compensation program was generally similar to our 2020 program, except for a recalibration of our LTI program metrics.

Target Compensation

As noted previously, the three key elements of our executive compensation program are base salary, STI bonus opportunity and LTI awards (at least 60% of which are PBRS). The HRCC has established target compensation levels for each of our senior officers on each of these three elements, reviewing the pay mix and pay levels at least annually. As of December 31, 2021, the total target compensation opportunities for our NEOs were as follows:

TOTAL TARGET COMPENSATION FOR FISCAL 2021(1)
NEO	Base Salary	STI Target Bonus %	STI Target Bonus Opportunity	Total Target Cash	LTI Target(2)	Total Target Compensation(3)
Mr. Storey	$1,800,011	200%	$ 3,600,022	$5,400,034	$14,000,000	$19,400,034
Mr. Dev	750,000	125%	937,500	1,687,500	4,250,000	5,937,500
Mr. Goff	600,018	120%	720,021	1,320,039	2,000,000	3,320,039
Mr. Andrews	550,000	100%	550,000	1,100,000	1,600,000	2,700,000
Mr. Trezise	524,992	100%	524,992	1,049,984	1,500,000	2,549,984

1    For more complete information presented in accordance with the SEC’s rules, see the Summary Compensation Table below.

2    The LTI target in this table represents the value of the target levels of equity awards to be granted as of December 31, 2021, which differ from amounts reported in the Summary Compensation Table, which are calculated in accordance with FASB ASC Topic 718.

3    The Total Target Compensation for Messrs. Storey and Trezise was at the 50th percentile of our compensation benchmarking data, and between the 25th and 50th percentile for Messrs. Andrews, Dev and Goff.

Each of these elements is discussed in greater detail below. For more information on how we determined specific pay levels in 2021, see further discussion under the heading “—Compensation Benchmarking Peer Group.”

Base Salary

Early each year, the HRCC takes a number of steps in connection with setting annual base salaries, including the review of (i) compensation tally sheets and benchmarking data, (ii) each senior officer’s pay and performance relative to other senior officers, (iii) the scope and complexity of the role relative to benchmark data, (iv) the experience and proficiency in the role, the criticality and skill set needed to execute the role and (vi) when the officer last received a pay increase.

Annual Review Process (February 2021). During its annual review of executive compensation in February 2021, the HRCC reviewed the compensation benchmarking data for each senior officer, comparing the officer’s pay to our peer group. Following this review and discussion, the HRCC increased Mr. Andrew’s annual base salary to $550,000 and left unchanged the base salaries for our other NEOs.

Mid-Year Actions (November 2021). In November 2021, the HRCC reviewed updated compensation benchmarking data for all executive officers and increased the salary of Mr. Trezise to $524,992 and left unchanged the base salaries for our other NEOs.

2021 ANNUAL REPORT     |     2022 PROXY STATEMENT 59

COMPENSATION DISCUSSION & ANALYSIS

2021 Short-term Incentive program

As described below, the 2021 STI design incorporates three components in determining the calculated STI bonus amount (payout) for our NEOs:

TARGET BONUS OPPORTUNITY		COMPANY PERFORMANCE FUNDING		INDIVIDUAL PERFORMANCE MODIFIER		Calculated STI Bonus Amount
(Base Salary x STI Target Bonus %)		(Ranges from 0% to 200%)		(20% cap on upward adjustments for NEOs)

This chart below shows our overall level of achievement (Company performance funding) on the financial and qualitative metrics in our 2021 STI plan (before the application of the individual performance modifiers and negative discretion discussed below):

2021 STI PERFORMANCE METRICS

In February 2021, the HRCC approved the 2021 STI Plan metrics and set the “threshold,” “target” and “maximum” target goals for each metric. As discussed in detail below, the 2021 metrics were the same as those used in 2020, but in several instances set at lower levels of targeted performance. The HRCC nonetheless believes these 2021 performance targets were rigorously set at challenging thresholds, after taking into consideration (i) various factors influencing our business, (ii) our Board-approved annual budget and long-range plan, (iii) our publicly disclosed 2021 guidance and (iv) other factors, including, but not limited to, the year-over-year wireline revenue declines as reported in our periodic reports with the SEC and the significant pressure this exerts on achieving the same or higher year-over-year performance (as further discussed under “Section Two - Rigorous Design and Target Setting Process” above).

Adjusted EBITDA (weighted 50%)

ALIGNMENT TO STRATEGY

Adjusted EBITDA remains our most heavily-weighted financial performance objective at 50% for 2021. We believe this metric is aligned with our shareholders’ best interests and our corporate strategy of profitable growth. As described elsewhere, in light of the revenue decline for our higher-margin legacy services, we continuously need to adjust our cost structure - requiring a disciplined focus on Adjusted EBITDA and margins. The metric of Adjusted EBITDA is designed to incentivize and reward our senior officers to focus on the combination of cost savings and profitable revenue growth.

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COMPENSATION DISCUSSION & ANALYSIS

	Target Amount of Adjusted EBITDA(1)	Payout as a % of Target Award	Results:
Maximum	≥ $8,967 million	200%		ACHIEVED PAYOUT OF 96.6%(3)
Target	$8,500 million	100%	$8,436 million(2) Just below target
Threshold	$8,219 million	50%
Below Threshold	< $8,219 million	0%

1As used in our 2021 STI plan, adjusted earnings before interest, taxes, depreciation, amortization and stock-based compensation expense (“Adjusted EBITDA”) is a non-GAAP metric that excludes certain one time or non-recurring charges or credits and eliminates the effects of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items. See Appendix A for more information.

2As used in our 2021 STI plan, results includes $4 million of reduced Adjusted EBITDA to reflect the net effect of certain charges or credits to eliminate the impact of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items not reflected in Appendix A. See “Section Three - Incentive Program Guidelines” for more information.

3The achieved payout percentage is calculated for each financial performance objective based on a corresponding payout scale approved by the HRCC. If the threshold performance level with respect to any particular financial performance objective under our STI program is not attained, the bonus payable to the participating officer with respect to that portion of his or her targeted bonus opportunity will be calculated as zero. If threshold performance is met on any particular metric, each participating officer will earn a reduced portion of his or her target bonus amount for that portion of the award. If the maximum performance level with respect to any particular metric is met or exceeded, each participating officer will earn a maximum of 200% of his or her target bonus amount. Measurement of the attainment of any particular metric is interpolated if actual performance is between (i) the “threshold” and the “target” performance levels or (ii) the “target” and the “maximum” performance levels.

Free Cash Flow (weighted 25%)

ALIGNMENT TO STRATEGY

Free Cash Flow is critical to supporting our key strategic initiatives and our commitment to supporting our dividend and investing in our growth segments.

2021 Goals	Target Amount of Free Cash Flow(1)	Payout as a % of Target Award	Results:
Maximum	≥ $3,540 million	150%	$3,750 million(2) Above maximum	ACHIEVED PAYOUT OF 150%
Target	$2,950 million	100%
Threshold	$2,360 million	50%
Below Threshold	< $2,360 million	0%

1     As used in our 2021 STI plan, Free Cash Flow is a non-GAAP measure of net cash from operating activities less capital expenditures and before dividends, adjusted for certain one-time or non-recurring charges or credits and eliminates the effects of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items. See Appendix A for more information.

2    As used in our 2021 STI plan, results include $8 million of additional Free Cash Flow to reflect the net effect of certain charges or credits to eliminate the impact of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items not reflected in Appendix A. See “Section Three - Incentive Program Guidelines” for more information.

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COMPENSATION DISCUSSION & ANALYSIS

Revenue (weighted 15%)

ALIGNMENT TO STRATEGY

The generation of revenue is critical to our goal of increasing our strategic revenue in amounts sufficient to offset our continuing and systemic legacy revenue losses. Thus, we included Revenue as a metric for 15% for our 2021 STI plan.

The HRCC believes our senior officers are appropriately incentivized to achieve our 2021 revenue targets with a balanced approach, since the majority of our 2021 STI is based on Adjusted EBITDA and free cash flow, which rewards our senior officers for achieving profitable revenue growth.

2021 Goals	Target Amount of Revenue	Payout as a % of Target Award	Results:
Maximum	≥ $20,818 million	200%	$19,689 million(1) Below target	ACHIEVED PAYOUT OF 91.8%
Target	$20,017 million	100%
Threshold	$19,217 million	50%
Below Threshold	< $19,217 million	0%

1.As used in our 2021 STI plan, results include $2 million of additional revenue to reflect the net effect of certain charges or credits to eliminate the impact of certain unanticipated, extraordinary, unusual, or non-recurring transactions or items not reflected in Appendix A. See “Section Three - Incentive Program Guidelines” for more information.

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COMPENSATION DISCUSSION & ANALYSIS

Customer Experience (weighted 10%)

ALIGNMENT TO STRATEGY

We are committed to meeting the needs of all our customers. Improving customer satisfaction and service scores, reducing customer inconveniences and decreasing repair times are critical to supporting our goal of improving our revenue trajectories.

We believe the ease of doing business with the Company is a top driver of customer loyalty, which will be reflected in Net Promoter Score (NPS). Customer experience research suggests increased promoter scores will generate increased customer spending within 24 months. As such, the primary measures for Customer Experience performance are NPS and Customer Ease Score (CES)

2021 GOALS

Although there are quantitative metrics involved in Customer Experience, the overall metric is qualitative in nature. Each business unit is charged with improving relationships with our customers and is part of the annual planning process. Our customer experience goals and transformation programs are informed and prioritized using customer data trends and insights. Using regression analysis, we can model which programs drive the greatest improvements for the greatest number of customers. For goal setting, we consider historical Lumen performance trends and industry benchmarks to ensure that we are setting appropriate growth targets by segment.

TARGETS

In February 2021, the HRCC approved the following goals and objectives for our 2021 STI plan:

•Execute Company-wide on transformative programs that truly improve the way we operate in order to improve NPS and CES for each of our business units

•Improve relationship NPS and CES for each of our business units as follows:

–Enterprise: NPS +6 and CES +4 points

–Consumer: NPS +3 and CES +2 points

–Small Business: NPS +3 and CES +2 points

PERFORMANCE HIGHLIGHTS	ACHIEVED PAYOUT OF 100%
Enterprise Results
• Relationship NPS +7
• Relationship CES +2
• Transactional scores up year over year
Consumer Results
• Relationship NPS +8
• Relationship CES +3
• Transactional scores up year over year
Small Business Results
• Relationship NPS -1
• Relationship CES flat
• Transactional scores are mixed year over year
Network Operations Performance
• Exceeded Enterprise transactional goals
• Exceeded Consumer transactional goals

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COMPENSATION DISCUSSION & ANALYSIS

HRCC STI AWARD OVERSIGHT

In February 2022, the HRCC reviewed audited results of the Company’s performance as compared to the financial and operational performance targets and respective weighting for the established metrics for our 2021 STI plan and determined that the calculated STI payout based on Company performance (the “Weighted Payout Percent before Discretion”) was 109.6% (as confirmed by our Internal Auditors), based on the financial metrics detailed above, before considering each NEO’s individual performance modifier as discussed below. After a discussion of the Company’s performance for 2021, the HRCC elected to apply discretion to reduce the STI bonus payout by 9.6% for an “at target” or 100% STI bonus funding.

Weighted Payout Percent before Discretion	109.6%
HRCC Applied Discretion	(9.6%)
Company Performance Funding	100.0%

BONUS AMOUNTS

As contemplated by the STI plan and the Guidelines, the HRCC reserves the right to increase or decrease the STI bonus payout level based on their qualitative assessments for each senior officer’s performance against certain specific objectives and benchmarks, as well as overall company and individual performance during the year. For 2021, these adjustments are indicated in the “Individual Performance Modifier” heading in the table below. In certain circumstances, the HRCC may apply discretion to modify senior officer compensation, with any upward adjustments for NEOs capped at 20% (or 120% of company performance funding). The HRCC discussed each NEO’s 2021 performance and leadership accomplishments and approved the following adjustments to their Individual Performance Modifiers, as quantified in the table below.

NEO	Individual Performance Scorecard	Individual Performance Modifier
Mr. Storey	▪Exceed Expectations - (i) successful negotiation of two value-accretive divestitures, for aggregate gross consideration of $10.2 billion ▪Met Expectations - (i) solid execution on deleverage plan and (ii) continued improvement in areas of culture and workforce diversity, inclusion, belonging and social responsibility ▪Below Expectations - (i) missed our 2021 product and Revenue goals and (ii) need to improve execution of our revenue growth initiatives	100%
Mr. Dev	▪Met Expectations - (i) solid execution on deleverage plan and (ii) continued transformation of the Finance organization ▪Below Expectations - (i) missed our 2021 Revenue target and (ii) need to improve execution of our revenue growth initiatives	100%
Mr. Goff	▪Exceeded Expectations - (i) lead the negotiations, regulatory approvals and integration process for ILEC transaction, (ii) improved internal communications platforms and (iii) highly engaged workforce ▪Met Expectations - (i) delivered high level of service in an efficient and cost effective manner, (ii) favorable litigation and arbitration results and (iii) supporting our strategic initiatives through advice and advocacy across our business	100%
Mr. Andrews	▪Exceeded Expectations - (i) execution on Edge computing and our platform strategy and (ii) recognizing our top talent and strengthening our talent pipeline ▪Met Expectations - year-over-year increase in workforce diversity ▪Below Expectations - missed our 2021 product and financial goals	95%
Mr. Trezise	▪Exceeded Expectations - strategic advisor to deliver actionable and innovative people solutions that contribute to building and strengthening our talent pipeline ▪Met Expectations - (i) developing high performance culture, (ii) enhancing the employee experience and (ii) increasing our workforce diversity, inclusion, belonging and social responsibility	100%

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COMPENSATION DISCUSSION & ANALYSIS

The HRCC approved each NEO’s STI bonus as summarized in the table below.

2021 STI BONUS AMOUNTS

NEO	Target Bonus Opportunity(1)		Company Performance Funding(2)		Individual Performance Modifier(3)		Calculated STI Bonus Amount
Mr. Storey	$3,600,022	X	100%	X	100%	=	$3,600,022
Mr. Dev	937,500	X	100%	X	100%	=	937,500
Mr. Goff	720,021	X	100%	X	100%	=	720,021
Mr. Andrews	546,301	X	100%	X	95%	=	518,986
Mr. Trezise	495,694	X	100%	X	100%	=	495,694

1    Determined based on earned salary and applicable STI target bonus percentage during 2021. The amount for Mr. Andrews reflects a pro-rated amount based on an increase in salary (from $525,000 to $550,000), effective as of February 24, 2021. The amount for Mr. Trezise reflects a pro-rated amount based on both an increase in STI target bonus percentage (90% to 100%) and salary (from $500,011 to $524,992), effective as of February 24, 2021 and November 17, 2021, respectively.

2    Calculated and adjusted as discussed above.

3    See “Bonus amounts” above.

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COMPENSATION DISCUSSION & ANALYSIS