Lumentum Holdings Inc DEF 14A, filed Oct 3, 2024

Lumentum Holdings Inc. (LITE)

DEF 14A 2024-10-03 For: 2024-11-20

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Added on June 12, 2026

About this DEF 14A

Lumentum Holdings Inc filed this DEF 14A on October 3, 2024.

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CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		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


Alan S. Lowe	Penelope A. Herscher
President and Chief Executive Officer	Chair

1.	the election of eight directors, to serve until our 2025 Annual Meeting of stockholders and until their successors are duly elected and qualified;
2.	the approval, on a non-binding, advisory basis, of the compensation of our named executive officers;
3.	the approval of the Amended and Restated 2015 Equity Incentive Plan; and
4.	the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 28, 2025.

Notice of Annual Meeting of Stockholders	2
Table of Contents	3
Proxy Summary	4
Proxy Statement for 2024 Annual Meeting of Stockholders	8
Internet Availability of Proxy Materials	8
General Information about the Annual Meeting	8
Corporate Governance	13
Director Independence	13
Board Leadership Structure	13
Board Committees and Meetings	13
Sustainability	17
Proposal No. 1 Election of Directors	21
Director Nominees	21
Director Compensation	26
Proposal No. 2 Advisory Vote to Approve Compensation of our Named Executive Officers	28
Proposal No. 3 Approval of the Amended and Restated 2015 Equity Incentive Plan	29
Reasons for Voting for this Proposal	29
Summary of the 2015 Equity Incentive Plan, as Amended and Restated	30
Section 409A	34
Tax Effects for the Company	34
Summary	35
Number of Awards Granted to Employees and Non-Employee Directors	35
Proposal No. 4 Ratification of Appointment of Independent Registered Public Accounting Firm	36
Fees Paid to the Independent Registered Public Accounting Firm	36
Auditor Independence	36

Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	37
Report of the Audit Committee	38
Executive Officers	39
Compensation Discussion and Analysis	40
Executive Summary	40
Fiscal 2023 Say-on-Pay Vote and Response	40
Fiscal 2024 Business Performance	45
Executive Compensation Approach	46
Compensation Decision Processes	47
Fiscal 2024 Executive Compensation Program Elements	50
Other Items	63
Summary Compensation Table	65
2024 Grants of Plan-Based Awards Table	66
Outstanding Equity Awards at Fiscal Year-End Table	67
Stock Vested in 2024	68
CEO Pay Ratio	69
Pay Versus Performance	69
Employment Agreement with Mr. Lowe	73
Potential Payments upon a Termination or Change in Control	75
Security Ownership of Certain Beneficial Owners and Management	77
Related Person Transactions	78
Other Relationships and Related Persons Transactions	78
Policies and Procedures for Related Party Transactions	78
Other Matters	79
Delinquent Section 16(a) Reports	79
Note About Forward-Looking Statements	79
Fiscal 2024 Annual Report and SEC Filings	79
Appendix A	80
Lumentum Holdings Inc. 2015 Equity Incentive Plan	80
Appendix B	91
Reconciliation of GAAP and Non-GAAP Financial Measures	91

Proposal No. 1 Election of Directors

You are being asked to elect eight directors. Each of the director nominees is standing for election for a one-year term ending at the next annual meeting of stockholders in 2025.	✓	Your board of directors recommends that you vote “FOR” the election of each of the eight nominees.

Independence		Directors’ Age		Directors’ Diversity

Corporate Governance Highlights
●	Majority voting for directors
●	Annual election of all directors
●	Independent Chair of the board of directors
●	Independent directors meet regularly without management present
●	Audit, Compensation and Governance committees composed entirely of independent directors
●	Engaged board; each director attended at least 94% of the aggregate of all meetings of the board of directors and any committees on which he or she served during fiscal 2024
●	Significant share ownership guidelines for all executive officers and directors
●	50% of board nominees self-identify as female or members of an underrepresented community

Proposal No. 2 Non-binding Advisory Vote to Approve Executive Compensation

The board of directors is asking stockholders to approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement.	✓	Your board of directors recommends that you vote “FOR” this proposal.

●	92% of CEO pay and 88% of NEO fiscal 2024 target total direct compensation is driven by achievement of our strategic, financial or market performance goals
●	There were year-long temporary decreases in NEO base salary compensation in fiscal 2024
●	Our fiscal 2024 Annual Incentive Program paid out at 13% of target
●	Our fiscal 2022-2024 Long-Term Incentive Program Performance Stock Units (PSUs) paid out at 39% of target
●	CEO realized compensation decreased 55% from fiscal 2023 to fiscal 2024
●	There was no application of discretion when calculating performance results for fiscal 2024 NEO performance-based compensation

Proposal No. 4 Ratification of the Audit Committee’s Appointment of the Independent Registered Public Accounting Firm

The board of directors is asking stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 28, 2025.	✓	Your board of directors recommends that you vote “FOR” this proposal.

●	“FOR” the election of each director nominee named in this Proxy Statement;
●	“FOR” the approval of a non-binding, advisory vote on the compensation of our named executive officers;
●	“FOR” the approval of the Amended and Restated 2015 Equity Incentive Plan to extend the expiration date of the plan for one year until June 23, 2026; and
●	“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 28, 2025.

●	Proposal No. 1: Each director must be elected by the affirmative vote of a majority of the votes cast with respect to that director. This means that, to be elected, the number of votes cast for a director must exceed the number of votes cast against that director. Abstentions and broker non-votes are not counted as votes cast for or against such director’s election and therefore will have no impact on the outcome of the vote.
●	Proposal No. 2: The approval of the non-binding advisory vote on the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. As a result, abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of this vote.
●	Proposal No. 3: The approval of the Amended and Restated 2015 Equity Incentive Plan to extend the expiration date of the plan for one year until June 23, 2026 requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. As a result, abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of this vote. This vote will also constitute approval under the Nasdaq Listing Rules.
●	Proposal No. 4: The ratification of the appointment of Deloitte & Touche LLP requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. As a result, abstentions will have the same effect as votes against the proposal. Brokers will have discretion to vote on this proposal.

●	at the Annual Meeting, via the virtual meeting website – any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/LITE2024, where stockholders may vote and submit questions during the meeting. The Annual Meeting starts at 8:00 a.m. Pacific Time on Wednesday, November 20, 2024. Please have your 16-digit control number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com;
●	by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on November 19, 2024 (have your proxy card in hand when you visit the website);
●	by toll-free telephone at 1-800-690-6903 (have your proxy card in hand when you call); or
●	by completing and mailing your proxy card (if you received printed proxy materials).

●	entering a new vote by Internet or by telephone;
●	returning a later-dated proxy card; or
●	delivering to the Secretary of Lumentum Holdings Inc., by any means, a written notice stating that the proxy is revoked.

●	not earlier than August 22, 2025; and
●	not later than the close of business on September 21, 2025.

●	the 90th day prior to such annual meeting; or
●	the 10th day following the day on which public announcement of the date of such annual meeting is first made.

●	Lighten our environmental footprint by reducing our energy consumption, greenhouse gas (GHG) emissions, water consumption, and waste generation.
●	Commit to the procurement or generation of renewable energy at all sites.

●	Invest in career and professional development for all employees.
●	Operate to the highest social, ethical, and safety standards within our facilities and propagating that model across our value chain.
●	Create a diverse and inclusive culture that values differences.
●	Contribute to the communities in which we live and operate.

●	Push the boundaries to design products and processes that deliver value and delight our customers.
●	Continuously improve our products and processes to create the safest and most efficient products with the highest standards.

*	The FY21 baseline has been recalculated to incorporate acquisitions in fiscal 2023.
**	Emissions intensity is MT CO2-e per million U.S. dollars of revenue. Scope 3 includes only contract manufacturers, business travel, fuel-and energy-related activities.

●	Our annual talent review process identifies individuals vital to our operations and future growth.
●	Embedded within our strategy is mentorship, 360-degree feedback, personalized coaching, and personality assessments for improved communication and interpersonal interactions.
●	Enhancements to our HRIS to better identify talent for career opportunities – ultimately enabling our ability to recognize and promote from within.
●	Our new and robust e-learning platform, which provides personalized learning experiences for employees across a variety of skill domains, including technical content, business and leadership content, as well as creative content.
●	We also launched a global mental health platform, with the goal of supporting the health and well-being of our workforce.

DIVERSITY, INCLUSION, & BELONGING CHARTER
Purpose	Vision	Mission
At Lumentum, our goal is to illuminate the path forward to a more sustainable future. We recognize that our actions affect the people and communities where we live and work, and we strive to be a guiding light in leading the charge for diversity, inclusion, and belonging.	We have a vision of creating a brighter future for everyone that is reflected through our commitment to having a diverse workforce and culture that is inclusive, where employees know they belong, and where we all have access to opportunities to build a successful career.	Our mission is to create a culture in which all employees feel included and enabled to do their best work while being their authentic selves. We will achieve this by leading long-term change on behalf of our entire employee population.

Harold L. Covert, 77	DIRECTOR SINCE: August 2015
COMMITTEE MEMBERSHIP: Audit (Chair)	QUALIFICATIONS ●Significant experience and service in leadership roles in finance and accounting ●In-depth financial knowledge obtained through service as chief financial officer of several publicly traded technology companies ●Valuable insight and experience from serving on the board of public companies

Pamela F. Fletcher, 58	DIRECTOR SINCE: February 2023
COMMITTEE MEMBERSHIP: Audit Governance* *Appointed to the Governance Committee on August 21, 2024	QUALIFICATIONS ●Significant experience innovating and creating high-growth businesses and revenue streams ●Extensive experience in the automotive and transportation industries ●Strong leadership and business experience in driving market expansion

Isaac H. Harris, 58	DIRECTOR SINCE: June 2021
COMMITTEE MEMBERSHIP: Compensation	QUALIFICATIONS ●Strong leadership and business experience in supply chain and operations ●Significant business experience internationally ●Extensive experience implementing DIB initiatives

Penelope A. Herscher, 64	DIRECTOR SINCE: August 2015
BOARD CHAIR COMMITTEE MEMBERSHIP: Governance	QUALIFICATIONS ●Experience as chief executive officer of several technology companies ●Extensive marketing and technical background ●Valuable insight and experience from serving on the board and committees of public companies

Julia S. Johnson, 58	DIRECTOR SINCE: November 2017
COMMITTEE MEMBERSHIP: Audit; Governance (Chair)	QUALIFICATIONS ●Strong leadership and business experience in operations, product development and technology ●Significant international experience in consumer products for the technology industry ●Strong technical background ●Selected as one of “Crain’s 2020 Notable Women of STEM”

Brian J. Lillie, 60	DIRECTOR SINCE: August 2015
COMMITTEE MEMBERSHIP: Compensation	QUALIFICATIONS ●Extensive executive-level experience in the technology industry and specifically in the data center markets ●Strong technical background

Alan S. Lowe, 62	DIRECTOR SINCE: August 2015
COMMITTEE MEMBERSHIP: None	QUALIFICATIONS ●Broad and deep experience with Lumentum and its businesses ●Extensive business, management, and leadership skills from his roles at Viavi, Asyst Technologies and Read-Rite

Ian S. Small, 60	DIRECTOR SINCE: December 2018
COMMITTEE MEMBERSHIP: Compensation (Chair)	QUALIFICATIONS ●Experience as chief executive officer of several technology companies ●Extensive business and executive-level experience in the technology industry specifically in telecommunications ●Strong technical background

Board Committee		Chairperson Fee ($)
Audit Committee		35,000
Compensation Committee		23,000
Governance Committee		15,000

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Penelope A. Herscher⁽²⁾	166,500	239,225	405,724
Harold L. Covert⁽³⁾	108,000	239,225	347,225
Pamela F. Fletcher⁽⁴⁾	76,500	239,225	315,725
Isaac H. Harris⁽⁵⁾	76,500	239,225	315,725
Brian J. Lillie⁽⁶⁾	76,500	239,225	315,725
Julia S. Johnson⁽⁷⁾	90,000	239,225	329,225
Ian S. Small⁽⁸⁾	97,200	239,225	336,425
Janet S. Wong⁽⁹⁾	76,500	239,225	315,725

(1)	The amounts shown in this column are the grant date fair value in the period presented as determined in accordance with FASB ASC Topic 718, which fair value is based on the closing market price of our common stock on the date of grant for RSUs. Such grant-date fair value does not take into account any estimated forfeitures related to service vesting conditions.
(2)	Ms. Herscher held 5,416 RSUs as of June 29, 2024.
(3)	Mr. Covert held 5,416 RSUs as of June 29, 2024.
(4)	Ms. Fletcher held 5,416 RSUs as of June 29, 2024.
(5)	Mr. Harris held 5,416 RSUs as of June 29, 2024.
(6)	Mr. Lillie held 5,416 RSUs as of June 29, 2024.
(7)	Ms. Johnson held 5,416 RSUs as of June 29, 2024.
(8)	Mr. Small held 5,416 RSUs as of June 29, 2024.
(9)	Ms. Wong held 5,416 RSUs as of June 29, 2024.

●	Administration. The 2015 Plan is administered by the Compensation Committee, which consists entirely of independent non-employee directors.
●	Share Counting Provisions. Shares of our Common Stock that are actually issued under the 2015 Plan generally will not be available for future issuance under the 2015 Plan, except that if unvested shares of Common Stock are forfeited or repurchased by us for an amount not greater than their original purchase price, those shares shall become available for future grant under the 2015 Plan. However, shares that are tendered by holders or withheld by us to pay the exercise price of an award or to satisfy tax withholding obligations related to an award will not be available for future awards.
●	Repricing or Exchange Programs are Not Allowed. The 2015 Plan does not permit outstanding awards to be repriced or exchanged for other awards without the approval of the majority of stockholders.
●	Annual Limits on Awards. The 2015 Plan sets annual limits as to the maximum number of shares or dollars subject to an award that can be granted to an individual in any fiscal year.
●	Annual Limits on Compensation to Non-Employee Directors. The 2015 Plan sets reasonable, annual limits as to the compensation that non-employee directors may receive during each fiscal year.
●	Minimum Vesting Requirements. In general, awards granted under the 2015 Plan will vest in full no earlier than the 1-year anniversary of the grant date although up to 5% of the shares reserved in the 2015 Plan may be granted without this minimum vesting requirement.
●	No Single-Trigger Vesting Acceleration upon a Corporate Transaction. The 2015 Plan provides that only awards that are not assumed or replaced will have vesting accelerate on a Corporate Transaction.
●	Limited Transferability. Awards under the 2015 Plan generally may not be sold, assigned, transferred, pledged, or otherwise encumbered, unless otherwise approved by the administrator.
●	No Tax Gross-ups. The 2015 Plan does not provide for any tax gross-ups.
●	No Dividends, Distributions or Dividend Equivalents on Awards. The 2015 Plan provides that a participant has no right to receive dividends, distributions or dividend equivalents on the unvested portion of any 2015 Plan award.
●	Forfeiture Events. The 2015 Plan provides the flexibility for the administrator to subject awards to forfeiture or recoupment provisions. It also requires certain individuals who are subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 to reimburse us if we are required to prepare an accounting restatement under circumstances described in the Plan.

Name of Individual or Identity of Group and Principal Position	Number of RSUs and PSUs Granted (#)⁽¹⁾	Dollar Value of Award(s) of RSUs and PSUs granted ($)⁽²⁾
Alan Lowe, President and Chief Executive Officer	206,905	11,003,208
Wajid Ali, Executive Vice President, Chief Financial Officer	72,159	3,837,416
Vincent Retort, President, Industrial Tech and Chief Business Officer	86,008	4,573,905
Wupen Yuen, President, Cloud and Networking	95,634	5,085,816
Jae Kim, Senior Vice President, General Counsel and Secretary	41,148	1,720,398
Jason Reinhardt, Former Executive Vice President, General Manager of Imaging and Sensing	54,336	2,889,588
Judy Hamel, Former Senior Vice President, General Counsel and Secretary	41,357	2,199,365
All current executive officers as a group	501,854	26,220,743
All current non-employee directors as a group	43,328	1,913,798
All other employees (including all current officers who are not executive officers (as a group))	2,654,834	139,369,078