Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
(b) Following discussions over the past several weeks regarding succession
planning and potential retirement, Eric J. Mortensen, 62, Senior Vice President
and Controller (and principal accounting officer) and management mutually agreed
upon Mr. Mortensen's retirement from Lumen Technologies* (the "Company"). On
January 18, 2021 Mr Mortensen informed the Company of his decision to retire
from the Company effective on or about May 14, 2021. Mr. Mortensen has been in a
Controller role with Lumen Technologies and its predecessor companies for more
than 24 years.
(c) The Company has named Andrea Genschaw as Mr. Mortensen's successor and plans
to appoint her as Senior Vice President and Controller (and principal accounting
officer) effective upon Mr. Mortensen's retirement on or about May 14, 2021.
Ms. Genschaw, 46, has served as the Company's Vice President and Assistant
Controller since 2019. Prior to that role, Ms. Genschaw was the Assistant
Controller of Level 3 Communications, Inc. ("Level 3") from 2010 through its
merger with Lumen. Before joining Level 3, Ms. Genschaw had significant public
company financial reporting experience, working for PricewaterhouseCoopers
(PwC), in various capacities, from 1996 - 2002 and 2004 - 2010. From 2002 -
2004, Ms. Genschaw was selected to be a Professional Accounting Fellow with the
Division of Corporation Finance at the U.S. Securities and Exchange Commission.
In consideration of her new responsibilities and anticipated appointment, the
Human Resources and Compensation Committee approved certain adjustments to
Ms. Genschaw's compensation arrangements. Effective January 10, 2021,
Ms. Genschaw will earn a base salary of $315,000 per year, will be eligible to
earn a target short-term incentive award of 65% of her base salary, and an
annual long-term incentive ("LTI") award. Lumen's annual LTI awards for officers
and key employees are typically granted in February. Ms. Genschaw's target LTI
for the 2021 grant cycle will be $350,000.
Forward-Looking Statements
Except for historical and factual information, the matters set forth in this
Current Report on Form 8-K 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" protections
thereunder. These forward-looking statements are not guarantees of future
results and are based on current expectations only, and are subject to
uncertainties, including the completion of documentation of the above-described
arrangements. Actual events and results may differ materially from those
anticipated by us in those statements. We may change our intentions or plans
discussed in our forward-looking statements without notice at any time and for
any reason.
* The Company launched the "Lumen" brand on September 14, 2020. As a result,
CenturyLink, Inc. is referred to as "Lumen Technologies", or simply "Lumen".
The legal name CenturyLink, Inc. is expected to be formally changed to Lumen
Technologies, Inc. on January. 22, 2021. Effective as of January 22, 2021, the
CUSIP number for the company's common stock is scheduled to change to 550241
103.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).
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