DEF 14A of Lumentum Holdings Inc., Sep 22, 2023

DEF 14A of Lumentum Holdings Inc.

Filed Sep 22, 2023 · FY20230001308179-23-000998

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | Director | Committees | | | Other Current Public | | Name and Position | Independent | Age | Since | Audit | Compensation | Governance | Company Boards | | Harold L. Covert Director | | 76 | 2015 | | | | None | | Pamela F. Fletcher Director | | 57 | 2023 | | | | None | | Isaac H. Harris Director | | 57 | 2021 | | | | None | | Penelope A. Herscher Board Chair | | 63 | 2015 | | | | Faurecia SE SMART Global Holdings | | Julia S. Johnson Director Vice President, GM, Mobile Computing Zebra Technologies | | 57 | 2017 | | | | None | | Brian J. Lillie Director President, Private Cloud Business Unit Rackspace Technology | | 59 | 2015 | | | | None | | Alan S. Lowe Director President and CEO, Lumentum | | 61 | 2015 | | | | None | | Ian S. Small Director | | 59 | 2018 | | | | None | | Janet S. Wong Director | | 65 | 2020 | | | | Enviva Inc., Lucid Group, Inc. |

  3. Director Nominees

    | | Member | | Chair |

  4. Director Nominees

    | 2023 Proxy Statement | 4 |

  5. Director Nominee Snapshot

    Director Nominee Snapshot

  6. Director Nominee Snapshot

    | | Hal Covert | Pamela Fletcher | Isaac Harris | Penny Herscher | Julie Johnson | Brian Lillie | Alan Lowe | Ian Small | Janet Wong | | Skills/Competencies | | | | | | | | | | | Industry Experience (Consumer/OpComms/ Lasers) | | | | | | | | | | | Innovation/Technology | | | | | | | | | | | Business Development/M&A Experience/M&A Integration | | | | | | | | | | | Executive Leadership Experience | | | | | | | | | | | Global Experience | | | | | | | | | | | Accounting/Finance | | | | | | | | | | | Engineering/R&D | | | | | | | | | | | Cybersecurity/IT | | | | | | | | | | | Manufacturing/Operations | | | | | | | | | | | Marketing/Sales | | | | | | | | | | | Compliance/Risk Management | | | | | | | | | | | Tenure and Independence (as of September 22, 2023) | | | | | | | | | | | Tenure (years) | 8 | <1 | 2 | 8 | 6 | 8 | 8 | 5 | 3 | | Independence | | | | | | | | | | | Age | 76 | 57 | 57 | 63 | 57 | 59 | 61 | 59 | 65 | | Gender Identity | Male | Female | Male | Female | Female | Male | Male | Male | Female | | Asian | | | | | | | | | | | African American | | | | | | | | | | | White | | | | | | | | | |

  7. Director Nominee Snapshot

    | | 5 |

  8. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees In identifying and reviewing potential candidates for the board of directors, the Governance Committee considers the individual’s experience in the Company’s industry, the general business or other experience of the candidate, the needs of the Company for an additional or replacement director, the personality of the candidate, diversity, the candidate’s interest in the business of the Company, as well as numerous other subjective criteria. Of greatest importance is the individual’s integrity, willingness to be involved and ability to bring to the Company experience and knowledge in areas that are most beneficial to the Company. It is the Governance Committee’s goal to nominate candidates with diverse backgrounds and capabilities, to reflect the diverse nature of the Company’s stakeholders (security holders, employees, customers and suppliers), while emphasizing core excellence in areas pertinent to the Company’s long-term business and strategic objectives. The Governance Committee intends to continue to evaluate candidates for election to the board of directors on the basis of the foregoing criteria. While we do not have a formal written policy regarding consideration of diversity in identifying candidates, as discussed above, diversity is one of the numerous criteria that the Governance Committee considers when reviewing potential candidates. A detailed description of the criteria used by the Governance Committee in evaluating potential candidates may be found in the charter of the Governance Committee. From time to time the Governance Committee has engaged a third-party search firm to assist in identifying and reviewing candidates for membership on our board of directors.

  9. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Nine (9) directors have been nominated by our board of directors for election at the Annual Meeting, each to serve a one-year term until the 2024 Annual Meeting of Stockholders and until their successors are elected and qualified. All of the nominees are currently members of the board of directors. Ms. Fletcher is standing for election by stockholders for the first time and was recommended for nomination by the Governance Committee and board of directors. All of the director nominees are independent under the Nasdaq listing rules except for Mr. Lowe. Each director nominee has consented to being named in this proxy statement and we have no reason to believe that the nominees named below will be unable or unwilling to serve as a director if elected.

  10. Director Nominees

    Director Nominees The Governance Committee selects nominees from a broad base of potential candidates and seeks qualified candidates with diverse backgrounds and experience who possess the highest ethical and professional character and will exercise sound business judgment. The Governance Committee seeks people who are accomplished in their respective fields and have superior credentials. A candidate must have an employment and professional record which demonstrates, in the Governance Committee’s judgement, that the candidate has sufficient and relevant experience and background, taking into account positions held, and industries, markets and geographical locations served. Our Governance Committee and our board of directors have evaluated each of the director nominees. Based on this evaluation, the Governance Committee and the board of directors have concluded that it is in the best interest of Lumentum and its stockholders for each of the proposed director nominees listed below to continue to serve as a director of Lumentum. The nominee’s individual biographies below contain information about their experience, qualifications and skills that led our board of directors to nominate them.

  11. Director Nominees

    | Harold L. Covert, 76 | | DIRECTOR SINCE: August 2015 | | COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | Audit (Chair) | • | 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 |

  12. Director Nominees

    EXPERIENCE: Mr. Covert served as the chief financial officer of Imagine Communications, an enterprise software company, from August 2019 to July 2022. Mr. Covert was previously the chief financial officer of Harmonic Inc., a provider of video delivery infrastructure solutions, from October 2015 to June 2017. From 2014 to 2015, Mr. Covert was an independent business consultant, and from 2011 to 2014, he served as executive vice president and chief financial officer of Lumos Networks Corporation, a fiber-based service provider. From 2010 to 2011, Mr. Covert was an independent business consultant. From 2007 to 2010, Mr. Covert was president, chief financial officer, and chief operating officer of Silicon Image, Inc., a provider of semiconductors for storage, distribution and presentation of high-definition content. Mr. Covert holds a Bachelor of Science degree in Business Administration from Lake Erie College and a Master’s of Business Administration degree from Cleveland State University and is also a Certified Public Accountant and Chartered Global Management Accountant.

  13. Director Nominees

    | | 21 |

  14. Director Nominees

    | Pamela F. Fletcher, 57 | | DIRECTOR SINCE: February 2023 | | COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | Audit | • | 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 |

  15. Director Nominees

    Ms. Fletcher is an experienced transportation and sustainability executive with over three decades of experience across the automotive and transportation industries. Ms. Fletcher most recently served as Senior Vice President, Chief Sustainability Officer and Corporate Innovation at Delta Air Lines, Inc. from February 2022 to August 2023, where she led Delta’s Sustainability and Innovation organizations in service of the company’s net-zero future. Prior to Delta Air Lines, Ms. Fletcher enjoyed a fifteen-year career at General Motors Company, where she held senior leadership positions such as Vice President of Global Innovation from October 2018 to February 2022 and Vice President of Electric Vehicles from October 2017 to September 2018. Ms. Fletcher is a well-known innovator in the transportation sector, having been named in Motor Trend’s 2018 and 2019 “Power List;” on Automotive News’s 2020 list of “100 Leading Women in the North American Auto Industry;” and on Crain’s 2021 list of “100 Most Influential Women.” In addition to the Lumentum Board, she serves on the Board of Advisors for the College of Engineering at the University of North Carolina Charlotte. Ms. Fletcher holds a Bachelor of Engineering degree from Kettering University and a Master of Engineering degree from Wayne State University. She has also completed Executive Education programs at Northwestern University’s Kellogg School of Management, Harvard Business School, and Stanford University’s Graduate School of Business.

  16. Director Nominees

    | Isaac H. Harris, 57 | | DIRECTOR SINCE: June 2021 | | COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | Compensation | • | Strong leadership and business experience in supply chain and operations | | | • | Significant business experience internationally | | | • | Extensive experience implementing DIB initiatives |

  17. Director Nominees

    EXPERIENCE: Mr. Harris is a senior operating executive with over 30 years of experience in the technology industry. He is currently Advisor to the CEO at ZT Systems, a leading provider of innovative compute and storage solutions for hyperscale data centers, a position he has held since January 2023. He previously served as Corporate Vice President of Global Supply Chain Operations at ZT Systems from April 2020 to January 2023. Mr. Harris also currently serves as a board director for Trajectory Foundation, a non-profit organization he joined in April 2022. Trajectory Foundation helps Black students attend Historically Black Colleges and Universities through scholarship awards. From October 2011 to March 2020, he held several senior leadership positions at Cisco Systems, a provider of technologies that power the internet, most recently as Vice President, Supply Chain Operations. Previously, Mr. Harris held several senior leadership roles at HP Inc., a provider of technology hardware, including as Vice President, Supply Chain for Notebook Global Business Unit. As a passionate advocate for diversity, inclusion, and equality in the workplace, Mr. Harris has made a career of creating opportunities and making positive change. He is an active member of the Executive Leadership Council and has previously served on Howard University’s Business School Advisory Board. Additionally, he was recognized by Savoy Magazine as one of the Most Influential Black Executives in Corporate America in 2020. Mr. Harris holds a Master of Business Administration degree from the University of Chicago Booth School of Business, a Master of Business Administration degree from the Katholieke Universiteit Leuven (Belgium) School of Applied Economic Sciences, and a Bachelor of Business Administration degree in Finance from Loyola University Chicago.

  18. Director Nominees

    | 2023 Proxy Statement | 22 |

  19. Director Nominees

    | Penelope A. Herscher, 63 | | DIRECTOR SINCE: August 2015 | | BOARD CHAIR COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | | • | Experience as chief executive officer of several technology companies | | Governance* | • | Extensive marketing and technical background | | | • | Valuable insight and experience from serving on the board and committees of public companies | | *Ms. Herscher served as Governance Committee Chair during fiscal 2023 through July 1, 2023. | | |

  20. Director Nominees

    Ms. Herscher is a seasoned technology public company board director, executive, and entrepreneur, with more than 15 years of experience as a high-tech CEO in Silicon Valley and more than 15 years of experience serving on public company boards of directors. She also currently serves as a member of the board of directors of Faurecia SE, an automotive parts manufacturer, publicly traded in France, and SMART Global Holdings, a technology solutions company. She also serves on the board of Delphix Corp., a data analytics company, and Modern Health, a health benefits company, both private companies. Ms. Herscher previously served as a member of the board of directors of Embark Technologies, a transportation technology company, from 2022 to 2023, Verint Systems Inc., a software analytics company, from 2017 to 2021, PROS Holdings Inc., a SaaS company, from 2018 to 2021, and Rambus, Inc. from 2006 to 2018 and Viavi from 2008 until Lumentum’s separation from Viavi in 2015. From 2004 to 2015, Ms. Herscher held the position of president and chief executive officer at FirstRain, an enterprise software company, and from 2002 to 2003, she held the position of executive vice president and chief marketing officer of Cadence Design Systems, Inc. an electronic design automation software company. From 1996 to 2002, Ms. Herscher was president and chief executive officer of Simplex Solutions, taking the company public in 2001, prior to its acquisition by Cadence in 2002. Ms. Herscher holds a BA Hons, MA in Mathematics from Cambridge University in England.

  21. Director Nominees

    | Julia S. Johnson, 57 | | DIRECTOR SINCE: November 2017 | | COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | Audit; Governance (Chair)* | • | Strong leadership and business experience in operations, product development and technology | | | • | Significant international experience in consumer products for the technology industry | | *Ms. Johnson began serving as Governance Committee Chair as of July 2, 2023. | • | Strong technical background | | | • | Selected as one of “Crain’s 2020 Notable Women of STEM” |

  22. Director Nominees

    EXPERIENCE: With 30 years of product management, product development, operations, and technology experience, Ms. Johnson is currently the senior vice president and general manager for Mobile Computing at Zebra Technologies, a global leader in enterprise-level data capture and automatic identification solutions providing businesses with operational visibility, a position she has held since April 2023. Before moving into her current role, Ms. Johnson was the vice president and general manager of Mobile Computing from January 2022 to April 2023 and previously the vice president of Product Management, Portfolio & Strategy, Mobile Computing Business from August 2019 to January 2022 at Zebra Technologies. Previously, Ms. Johnson served as senior vice president of product management and marketing at Verifone, a global provider of technology that enables electronic payment transactions, a position she held from March 2017 to October 2018. Prior to Verifone, Ms. Johnson was corporate vice president of product management at Lenovo, a Chinese multinational technology company selling personal computers, tablet computers, smartphones, and other hardware, from 2014 to 2016. Before Lenovo, Ms. Johnson was corporate vice president of product management at Google from 2012 to 2014, and prior to Google was vice president of product management at Motorola, a global telecommunications company. She served on the board of Superconductor Technologies, Inc., a developer of superconducting materials and manufacturing processes from October 2018 until September 2021. Ms. Johnson earned an M.S. in Business Management at M.I.T.’s Sloan School, an M.S. in Materials Science and Engineering from M.I.T., and an A.B. in Math/Physics from Albion College.

  23. Director Nominees

    | | 23 |

  24. Director Nominees

    | Brian J. Lillie, 59 | | DIRECTOR SINCE: August 2015 | | COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | Compensation* | • | Extensive executive-level experience in the technology industry and specifically in the data center markets | | *Mr. Lillie served as Compensation Committee Chair in fiscal 2023 through July 1, 2023. | • | Strong technical background |

  25. Director Nominees

    Mr. Lillie is a technology industry veteran with 30 years of executive and board experience in high-growth companies. He is currently President of the Private Cloud Business Unit at Rackspace Technology, a leading, end-to-end multi-cloud technology services company, a position he has held since January 2023. Prior to Rackspace, he served as Chief Product and Technology Officer at Zayo Group Holdings, Inc., a provider of communication infrastructure services, a position he held from April 2021 until May 2022, and was an Executive in Residence from November 2020 until April 2021. Before Zayo, Mr. Lillie served as the chief product officer for Equinix, Inc., a global provider of data center and internet exchange services, from October 2017 to April 2019, driving the products and services strategy and development of next-generation products for the company. Prior to that, from August 2016 to October 2017, Mr. Lillie served as chief customer officer and executive vice president of global technology services, responsible for the vision and execution for customer experience globally at Equinix, while also responsible for all technology and engineering services for the company. He also served as global chief information officer for Equinix from August 2008 to August 2016. Previous to Equinix, Mr. Lillie held several executive-level roles at Verisign, a provider of intelligent infrastructure services, including vice president of global sales operations and vice president of information systems. Mr. Lillie previously served as a member of the board of directors of Talend, S.A., from May 2018 until February 2021. Mr. Lillie holds a Master of Science degree in Management from Stanford University’s Graduate School of Business, a Master of Science degree in Telecommunications Management from Golden Gate University, and a Bachelor of Science degree in Mathematics from Montana State University.

  26. Director Nominees

    | Alan S. Lowe, 61 | | DIRECTOR SINCE: August 2015 | | COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | None | • | 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 |

  27. Director Nominees

    EXPERIENCE: Mr. Lowe has served as Lumentum’s president and chief executive officer since July 2015. Prior to Lumentum’s separation from Viavi in 2015, Mr. Lowe was employed by Viavi. Mr. Lowe joined Viavi in September 2007 as senior vice president of the Lasers business and became executive vice president and president of Viavi’s communications and commercial optical products business in October 2008. Prior to joining Viavi, Mr. Lowe was senior vice president, customer solutions group at Asyst Technologies, Inc., a leader in automating semiconductor and flat panel display fabs. From 2000 to 2003, he was president and chief executive officer of Read-Rite Corporation, a manufacturer of thin-film recording heads for disk and tape drives. From 1989 to 2000, Mr. Lowe served in roles of increasing responsibility at Read-Rite, including president and chief operating officer, and senior vice president of customer business units. Mr. Lowe holds Bachelor of Arts degrees in computer science and business economics from the University of California, Santa Barbara, and completed the Stanford Executive Program in 1994.

  28. Director Nominees

    | 2023 Proxy Statement | 24 |

  29. Director Nominees

    | Ian S. Small, 59 | | DIRECTOR SINCE: December 2018 | | COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | Compensation (Chair)* | • | Experience as chief executive officer of several technology companies | | *Mr. Small began serving as Compensation Committee Chair as of July 2, 2023. | • | Extensive business and executive-level experience in the technology industry specifically in telecommunications | | | • | Strong technical background |

  30. Director Nominees

    Mr. Small is an experienced technology leader. He served as the chief executive officer of Evernote Corporation, a mobile and desktop personal productivity application provider, from October 2018 until its acquisition by Bending Spoons S.p.A. in January 2023. From 2009 to 2014, he served as the chief executive officer of TokBox, Inc., a platform-as-a-service provider of embedded video communications, which was acquired by Telefonica S.A. in 2012, and from 2014 until 2018, he was chairman of the board of TokBox. From 2013 to 2016, he held a variety of positions at Telefonica S.A., a global broadband and telecommunications provider, most recently as its chief data officer. Mr. Small currently serves on the board of directors at Snapdocs, Inc., a venture-backed company in the mortgage automation space, and previously served on the board of directors of Oclaro, Inc. from September 2017 until the acquisition by Lumentum in December 2018. Mr. Small earned a Master’s degree in Computer Science and a Bachelor of Science degree in Engineering Science from the University of Toronto.

  31. Director Nominees

    | Janet S. Wong, 65 | | DIRECTOR SINCE: September 2020 | | COMMITTEE MEMBERSHIP: | QUALIFICATIONS | | | Audit; Governance* | • | Extensive experience working with clients in the consumer markets, manufacturing, services and technology sectors | | *Ms. Wong joined the Governance Committee as of July 2, 2023, replacing Mr. Lillie. | • | Strong business and leadership experience with more than 30 years of public accounting experience | | | • | Valuable insight and experience from serving on the board and committees of public companies | | | • | Recognized by the National Association of Corporate Directors as a 2022 Directorship 1100(TM) |

  32. Director Nominees

    EXPERIENCE: Ms. Wong is an experienced business leader and corporate board director. She currently serves on the boards of Lucid Group, Inc., a sustainable mobility company producing electric cars and electric powertrain systems and Enviva Inc., a leading global energy company manufacturing sustainable bioenergy. She was also a director of Allegiance Bancshares, a financial services company, until the completion of its merger in October 2022. In addition, Ms. Wong previously served on the board of Shine Technologies, a privately held company focused on next generation nuclear technology. She is a retired partner with KPMG, where she served as a National Industry Practice Lead Partner and gained invaluable experience advising San Francisco based start-ups that grew into successful public companies. In April 2022, the National Association of Corporate Directors (“NACD”) named her to its 2022 Directorship 100(TM), an annual honor for leading directors and governance professionals. Ms. Wong holds a Master of Professional Accountancy from Louisiana Tech University and a Master of Taxation from Golden Gate University. In 2023, she completed the Executive Education program for Audit Committees at the Harvard Business School and the Stanford Directors’ College at the Stanford Law School. She is a licensed Certified Public Accountant and NACD Certified® Director.

  33. Director Compensation

    Director Compensation The compensation program for our non-employee directors (“Outside Directors”) is designed to attract and retain high quality directors and to align director interests with those of our stockholders. The compensation program was amended in February 2022 upon recommendation by the Compensation Committee and approval by the board of directors, with input from Semler Brossy regarding competitive practices. In June 2023, the Board approved a temporary reduction in cash compensation of 10% from July 2, 2023 through the end of December 2023 as part of company-wide cost reduction efforts. The compensation of our Outside Directors is reviewed regularly by the board of directors upon recommendation from the Compensation Committee, which review includes a market assessment and an analysis by Semler Brossy. As part of this analysis, Semler Brossy reviews non-employee director compensation trends and data from peer companies. Our Outside Directors receive compensation in the form of equity granted under the terms of our 2015 Equity Incentive Plan (the “2015 Plan”) and cash, as described below:

  34. Outside Director Compensation for Fiscal 2023

    Outside Director Compensation for Fiscal 2023 The following table provides information regarding the total compensation that was granted to each of our Outside Directors in fiscal 2023. Directors who are also our employees receive no additional compensation for their service as directors. See “Executive Compensation” for additional information about Mr. Lowe’s compensation.

  35. Outside Director Compensation for Fiscal 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Penelope A. Herscher(2) | 200,000 | 170,926 | 370,926 | | Harold L. Covert(3) | 120,000 | 170,926 | 290,926 | | Pamela F. Fletcher(4) | 21,250 | 99,036 | 120,286 | | Isaac H. Harris(5) | 85,000 | 170,926 | 255,926 | | Brian J. Lillie(6) | 108,000 | 170,926 | 278,926 | | Julia S. Johnson(7) | 85,000 | 170,926 | 255,926 | | Ian S. Small(8) | 85,000 | 170,926 | 255,926 | | Janet S. Wong(9) | 85,000 | 170,926 | 255,926 |

  36. Outside Director Compensation for Fiscal 2023

    | (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 3,061 RSUs as of July 1, 2023. | | (3) Mr. Covert held 3,061 RSUs as of July 1, 2023. | | (4) Ms. Fletcher held 1,739 RSUs as of July 1, 2023. | | (5) Mr. Harris held 3,913 RSUs as of July 1, 2023. | | (6) Mr. Lillie held 3,061 RSUs as of July 1, 2023. | | (7) Ms. Johnson held 3,061 RSUs as of July 1, 2023. | | (8) Mr. Small held 3,061 RSUs as of July 1, 2023. | | (9) Ms. Wong held 3,807 RSUs as of July 1, 2023. |

  37. Outside Director Compensation for Fiscal 2023

    | | 27 |

  38. Non-Employee Director Compensation Limits

    Non-Employee Director Compensation Limits Our 2015 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the 2015 Plan. However, in any fiscal year, a non-employee director may not be granted equity awards (the value of which will be based on the fair market value determined on the last trading day immediately preceding the date on which the applicable Award is granted to such director) and be provided any other compensation (including without limitation any cash retainers or fees) with an aggregate value of more than $500,000.

  39. Executive Compensation Program Objectives

    | 1 | Maximize company long-term value; | | 2 | Increase sustainability across the Company; and | | 3 | Be indispensable to our customers. |

  40. Executive Compensation Highlights

    | • | Program design is informed by feedback from our stockholders. We engage with stockholders regularly and will continue to do so. | | • | Fiscal 2023-25 PSUs are based on 3-year revenue targets and 3-year sustainability goals, balancing long-term growth goals with our commitment to responsible corporate citizenship. | | • | Our annual incentive plan reflects our continuous discipline around profitable growth. For fiscal 2023, executives who participated in the annual incentive plan received payout in the second half of fiscal 2023 in the form of performance stock units to further tie their compensation to stockholder value creation. | | • | 92% of CEO pay and 87% of NEO pay is driven by company financial, non-financial and stock price performance. | | • | Our Compensation Committee regularly reviews pay levels and practices against external market best practices. | | • | We maintain policies that promote sound compensation practices and corporate governance. |

  41. 2023 Say on Pay Vote and Stockholder Outreach

    | • | disclosure around performance metrics for our short- and long-term incentive plans; | | • | inclusion of metrics for our sustainability and diversity goals; and | | • | inclusion of a strategic component of our performance awards as part of our long-term incentive plans. |

  42. Our Approach to Executive Compensation

    | • | Total compensation should attract, motivate and retain the talent necessary to achieve our business objectives in order to increase long-term value and drive stockholder returns as well as balance financial success with responsible corporate behavior to foster a healthy and successful corporate culture. | | • | Superior executive talent should be motivated and retained through a strong pay for performance compensation system that provides the opportunity to earn above-average compensation that is aligned with stockholder return for achieving long-term business and financial success. | | • | Our compensation practices should continue to evolve to align compensation with recognized best practices and to address current market realities. |

  43. Our Approach to Executive Compensation

    | What We Do | What We Don’t Do | | • Pay for Performance: Approximately 92% of our CEO’s and 87% of our other NEOs’ fiscal 2023 total target direct compensation was subject to achievement of our strategic, financial or market performance goals • Maintain Stock Ownership Guidelines for our CEO, NEOs and outside directors • Maintain a Clawback Policy that provides for the recapture of both time-based and performance-based awards in the event of a financial restatement • Require “Double-Trigger” for equity acceleration in connection with a change in control • Maintain an independent compensation committee • Engage an independent compensation advisor • Conduct an annual risk review of our compensation programs | • Minimal perquisites awarded to our executive officers • No tax gross-ups upon a change in control • No hedging or pledging of Lumentum securities by employees or directors |

  44. Peer Group

    Peer Group The Compensation Committee, with input from Semler Brossy, reviews the compensation practices at similarly situated companies that comprise our peer group. The Compensation Committee regularly reviews the peer group to determine if it is appropriate for Lumentum. The characteristics and details around the fiscal 2023 peer group as of June 30, 2023 are listed below.

  45. Peer Group

    | Characteristics of Peer Group Companies similar in revenue, size, and business operations to Lumentum Primary Uses We reference peer group compensation practices when assessing and approving executive compensation in the following areas: • Performance and pay relationship • Executive compensation levels • Annual and long-term incentive plan design • Independent director compensation • Equity plan and share usage • Change in control and severance • Benefits and perquisites | Peer Group Companies Ciena Corporation Coherent Inc. (formerly II-VI Incorporated) Entegris F5 IPG Photonics Corporation Juniper Marvell Technology, Inc. MKS Instruments, Inc. Monolithic Power Systems National Instruments OSI Systems, Inc. Plantronics Qorvo, Inc. Semtech Skyworks Solutions Synaptics Trimble Viasat, Inc. Viavi Solutions Inc. Wolfspeed | Peer Group Financial Positioning Lumentum and Peer Financial Positioning Note: Plantronics is excluded from the chart above as it was acquired prior to the end of fiscal 2023. |

  46. Peer Group

    In addition to the peer group, the Compensation Committee also reviews market data from the US Radford Survey for companies with comparable revenue size to assess the competitiveness of our executive compensation programs. The Compensation Committee considers input from our management team, Company performance, individual performance and experience, and each NEO’s role and/or retention and incentive objectives when making its compensation decisions. The Compensation Committee references peer data for purposes of aligning realized pay and ongoing opportunity with absolute and relative performance.

  47. Peer Group

    | 2023 Proxy Statement | 46 |

  48. Annual Incentive Plan

    Annual Incentive Plan

  49. Annual Incentive Plan

    | ANNUAL INCENTIVES Objective/Purpose: To incentivize and reward achievement of near-term financial and business results |

  50. Annual Incentive Plan

    We operate an annual incentive plan (“AIP”) under our Executive Officer Performance-based Incentive Plan, which plan is intended to reward our NEOs for achieving annual financial goals.

  51. Fiscal 2023

    Fiscal 2023 The Compensation Committee approved consolidated revenue and adjusted operating income dollars as the primary performance measures under the AIP for determining incentive amounts for our NEOs in fiscal 2023. These measures reflect the Company’s success in sustaining and growing the customer base while maintaining profitability, which the Compensation Committee believes are critical measures for Lumentum on an ongoing basis. For fiscal 2023, the bonus pool under the AIP was measured (i) 30% based on first half adjusted operating income, which was paid after the close of our second quarter, and (ii) 30% based on second half adjusted operating income and 40% based on full year revenue, which was paid after the close of our fiscal 2023. The operating income targets were set at the beginning of our fiscal year for each half year with measures based upon our annual operating plan. Revenue is measured on a full year basis based on our annual operating plan. No bonus pool is created if operating income dollars are below zero, regardless of revenue achieved. Our rationale for having a higher emphasis on operating income than revenue is to ensure that growth is achieved profitably. The 70% of the AIP based on second half operating income and full year revenue was granted as a share-based award that vests after one-year performance. The use of shares for this portion of the award for the first time in 2023 was done to further underscore alignment with stockholder feedback. To determine the number of shares subject to the share-based portion of each award, the dollar value at target was divided by the volume weighted average price for the month of July 2022 and the result was increased by 25% with such increase intended to mitigate risk associated with potential stock price fluctuation. We also continued to use a strategic measure to the AIP for fiscal 2023 that acts as a modifier to the AIP payout. The Compensation Committee believes that focusing on specific operational objectives is important to measuring success and that these strategic measures help drive improvements in operational execution. The Compensation Committee has the discretion to adjust payouts by up to 20% in either direction for achievement of the strategic modifier based on the Compensation Committee’s subjective assessment with management’s input of certain operational measures in our business during fiscal 2023. The modifier impacts payouts for the first half of the year separately from payouts for the second half of the year.

  52. AIP Measures

    AIP Measures The bonus pool created under the AIP with respect to any performance measure is based on a linear interpolation between threshold performance (50% payout) and target, and from target to maximum performance (200% payout). Target performance, which results in funding of 100%, is a narrow range (instead of a single target) to provide flexibility if performance is close to target levels.

  53. AIP Measures

    | 1st Half Fiscal 2023 Op. Income (% of target) | 2nd Half Fiscal 2023 Op. Income (% of target) | Fiscal 2023 Revenue (% of target) | Payout | | 125% or more | 125% or more | 110% or more | 200% | | 100% | 100% | 100% | 100% | | 60% | 60% | 80% | 50% | | Less than 60% | Less than 60% | Less than 80% | 0% |

  54. Fiscal 2023 Annual Incentive Plan

    Fiscal 2023 Annual Incentive Plan

  55. Fiscal 2023 Annual Incentive Plan Achievement

    Fiscal 2023 Annual Incentive Plan Achievement Following the end of fiscal 2023, the Compensation Committee reviewed the achievement of the performance measures under the AIP and determined that we achieved positive operating income for the first half of fiscal 2023, did not achieve operating income above the threshold for the second half of fiscal 2023, and achieved revenue above the full year target as shown below. No strategic modifiers were applied.

  56. Fiscal 2023 Annual Incentive Plan Achievement

    | | Target ($) | Modifier Applied | Performance as % of Target (%) | | 1st Half Adjusted Operating Income – 30% weight | 250.2M | — | 106.2 | | 2nd Half Adjusted Operating Income – 30% weight | 273.1M | — | 0.0 | | Full year Consolidated Revenue – 40% weight | 2,176.0M | — | 53.0 |

  57. Fiscal 2023 Annual Incentive Plan Achievement

    Total fiscal 2023 AIP payouts for our NEOs were as follows:

  58. Fiscal 2023 Annual Incentive Plan Achievement

    | | Fiscal 2023 AIP 1H Target (30%) | Fiscal 2023 AIP 1H Cash Payout | | Fiscal 2023 AIP 2H PSU Target(1) | | | | | Target ($) | Payout ($) | 1H Payout (%) | shares granted at target (#) | shares that vested upon achievement (#) | % of 2H Target Earned (%)(2) | | Alan Lowe | 360,000 | 382,320 | 106.2% | 12,835 | 3,887 | 30.3% | | Wajid Ali | 150,120 | 159,427 | 106.2% | 5,352 | 1,621 | 30.3% | | Vincent Retort | 150,120 | 159,427 | 106.2% | 5,352 | 1,621 | 30.3% | | Jason Reinhardt | 128,250 | 136,202 | 106.2% | 4,572 | 1,384 | 30.3% | | Judy Hamel | 110,025 | 116,847 | 106.2% | 3,922 | 1,188 | 30.3% |

  59. Fiscal 2023 Annual Incentive Plan Achievement

    | (1) Includes 25% premium for stock price risk. See “Fiscal 2023 Annual Incentive Plan” above. | | (2) Total AIP payout for fiscal 2023 was 53%. This is calculated at 106.2% for 1H operating income performance for 30% of target, 0% for 2H operating income performance for 30% of target, and 53.0% for full year revenue performance for 40% of target. |

  60. Fiscal 2023 Annual Incentive Plan Achievement

    | 2023 Proxy Statement | 48 |

  61. Equity Incentive Awards

    Equity Incentive Awards

  62. Equity Incentive Awards

    | LONG-TERM INCENTIVES Objective/Purpose: To align our executives’ interest with those of our stockholders, to promote long-term value creation, and to drive longer-term operational goals that are not adequately captured in the annual incentive |

  63. Equity Incentive Awards

    We use annual equity awards to deliver long-term incentive compensation opportunities to our NEOs and periodically make additional equity awards to address special situations as they may arise from time to time, such as in connection with promotions to provide an additional retention incentive. Our equity incentive awards are intended to align the interests of our NEOs with those of our stockholders. Equity awards are subject to time or performance vesting requirements to drive performance and encourage retention. In fiscal 2023, 50% of each NEO’s annual equity awards was in the form of PSUs with a three-year performance period, with the remaining 50% of each NEO’s annual equity awards in the form of time-based RSUs. PSU awards related to AIP are described above under Annual Incentive Plan and not included in this section. The Compensation Committee believes that multi-year performance requirements are important to further enhance the link between the interests of our stockholders and our NEOs. Time based RSUs are granted to our NEOs in fiscal 2023 vest 1/3 after one year and quarterly for the next two years thereafter subject to the NEO’s continued service through each vesting date. The size of annual equity awards for our NEOs is determined by the Compensation Committee’s taking into account each executive’s role, performance, and current market information.

  64. Equity Incentive Awards

    | | 2023 Annual Equity Awards | | | | | | | | Target Value of PSUs ($) | Number of PSUs at Target(1)(2) | Target Value of RSUs ($) | Number of RSUs(1) | Total Value of Equity Awards at Target ($) | Number of Equity Shares Awarded at Target(1) | | Alan Lowe | 5,100,000 | 62,345 | 5,100,000 | 62,346 | 10,200,000 | 124,691 | | Wajid Ali | 1,750,000 | 21,393 | 1,750,000 | 21,393 | 3,500,000 | 42,786 | | Vincent Retort | 2,100,000 | 25,671 | 2,100,000 | 25,672 | 4,200,000 | 51,343 | | Jason Reinhardt | 1,300,000 | 15,892 | 1,300,000 | 15,892 | 2,600,000 | 31,784 | | Judy Hamel | 975,000 | 11,919 | 975,000 | 11,919 | 1,950,000 | 23,838 |

  65. Equity Incentive Awards

    | (1) The number of actual shares per grant award was determined using the volume weighted average price for the month of July 2022, which was $81.8020. | | (2) The PSUs in this table do not include PSUs granted as part of the AIP which are described in the Annual Incentive Plan section. |

  66. Equity Incentive Awards

    | | 49 |

  67. Fiscal 2023 PSU Structure

    Fiscal 2023 PSU Structure

  68. Fiscal 2023 PSU Structure

    | 3-yr Revenue Growth (70%) | • 70% of the fiscal 2023 PSUs (the “2023 Revenue PSUs”) are based on our achievement of revenue goals over three years • Up to 1/3 of the target award related to revenue can be “banked” in each of year 1 and year 2 for achievement of the annual revenue goal • “Banked” units are not vested until the end of year 3 when performance for the entire period is certified. The Committee believes that this “banking” structure appropriately balances long-term achievement with the year to year variability in the business environment • Maximum payout for this metric is 300%, with vesting upon certification of achievement at the end of the performance period, however the total maximum vesting of the 2023 PSU is 250% of target | | 3-yr Strategic Scorecard (30%) | • 30% of the fiscal 2023 PSUs (the “2023 Strategic PSUs”) are based on our achievements against a scorecard of Strategic and Corporate Responsibility metrics through fiscal 2025 • Performance against scorecard measures is achieved at the completion of the 3-year performance period • The Scorecard includes 3 categories of measures: Maximize Company Long-Term Value; Increase Sustainability across the Company; and Be Indispensable to Our Customers • There is no “banking” on this portion of the award • Maximum payout for this metric is 150%, with vesting upon certification of achievement at the end of the performance period | | | Total maximum payout for full fiscal 2023 PSUs is 250%. |

  69. Fiscal 2023 PSU Structure

    | 2023 Proxy Statement | 50 |

  70. Post-Employment Compensation

    Post-Employment Compensation Our NEOs are provided certain protections in the event of their termination of employment under specified circumstances, including following a change in control of the Company. We believe that these protections serve our retention objectives by helping our NEOs maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. In September 2021, the Compensation Committee, in consultation with Semler Brossy, reviewed market practices and our retention goals for our NEOs and the Board of Directors and Compensation Committee made certain amendments to their severance and change in control-related benefits. See “Employment Agreement with Mr. Lowe” and “2015 Change in Control and Severance Benefits Plan, as amended” sections below.

  71. Summary Compensation Table

    Summary Compensation Table The following table provides certain summary information concerning the compensation awarded to, earned by, or paid to each of our NEOs for the fiscal year ended July 1, 2023 and, to the extent required under the SEC executive compensation rules, the fiscal years ended July 2, 2022 and July 3, 2021.

  72. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Alan Lowe | 2023 | 980,769 | 12,528,619 | 382,320 | 14,024 | 13,905,732 | | President and Chief Executive Officer | 2022 | 880,769 | 8,901,523 | 1,006,452 | 5,000 | 10,793,744 | | | 2021 | 806,402 | 8,565,127 | 923,160 | 5,000 | 10,299,689 | | Wajid Ali | 2023 | 549,077 | 4,385,372 | 159,427 | 3,666 | 5,097,542 | | Executive Vice President, | 2022 | 516,154 | 3,317,096 | 436,129 | — | 4,269,379 | | Chief Financial Officer | 2021 | 503,210 | 3,084,448 | 461,580 | — | 4,049,238 | | Vincent Retort | 2023 | 549,077 | 5,164,915 | 159,427 | 19,478 | 5,892,897 | | Chief Operations Officer and | 2022 | 516,067 | 4,074,540 | 436,129 | 5,000 | 5,031,736 | | Executive Vice President | 2021 | 513,975 | 3,722,665 | 461,165 | 5,000 | 4,702,805 | | Jason Reinhardt | 2023 | 470,577 | 3,312,032 | 136,202 | 8,210 | 3,927,020 | | Executive Vice President, | 2022 | 450,250 | 2,559,651 | 377,653 | 5,000 | 3,392,554 | | General Manager of Imaging and Sensing | 2021 | 463,988 | 2,243,188 | 377,650 | 5,000 | 3,089,826 | | Judy Hamel | 2023 | 482,846 | 2,528,936 | 116,847 | 11,307 | 3,139,936 | | Senior Vice President, General Counsel and Secretary | 2022 | 450,654 | 1,880,504 | 319,409 | 5,000 | 2,655,567 | | | 2021 | 436,444 | 1,520,478 | 342,492 | 5,000 | 2,304,414 |

  73. Summary Compensation Table

    | (1) Actual salary earned during fiscals 2023, 2022, or 2021, as applicable. | | (2) Amounts shown do not reflect compensation actually received by the NEO. Instead, the amounts shown are the grant date fair value in the period presented as determined pursuant to 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, RSAs and PSUs. The amounts shown include PSU awards which are calculated based on achievement at target. as follows: for fiscal 2023 PSUs, including AIP PSU awards, $6,848,898 (Mr. Lowe), $2,436,470 (Mr. Ali), $2,826,195 (Mr. Retort), $1,864,270 (Mr. Reinhardt), and $1,443,115 (Ms. Hamel); for fiscal 2022 PSUs, $4,429,599 (Mr. Lowe), $1,650,662 (Mr. Ali), $2,027,583 (Mr. Retort), $1,273,740 (Mr. Reinhardt), and $935,781 (Ms. Hamel); and for fiscal 2021 PSUs, $4,282,520 (Mr. Lowe), $1,650,662 (Mr. Ali), $1,886,376 (Mr. Retort), Assuming the highest level of performance is achieved under the applicable performance measures for 2023 PSUs, the maximum possible value of the PSUs using the fair value of our common stock on the date that such awards were granted for accounting purposes is: for fiscal 2023 PSUs, including AIP PSU awards, $16,537,611 (Mr. Lowe), $5,847,390 (Mr. Ali), $6,821,705 (Mr. Retort), $4,452,421 (Mr. Reinhardt), and $3,429,140 (Ms. Hamel); for fiscal 2022 PSUs, $11,073,998 (Mr. Lowe), $4,126,655 (Mr. Ali), $5,068,958 (Mr. Retort), $3,184,351 (Mr. Reinhardt), and $2,339,453 (Ms. Hamel); and for fiscal 2021 PSUs, $8,211,730 (Mr. Lowe), $2,955,922 (Mr. Ali), $3,615,558 (Mr. Retort), $2,149,714 (Mr. Reinhardt), and $1,465,833 (Ms. Hamel). | | (3) Non-Equity Incentive Plan Compensation for fiscals 2023, 2022, and 2021 was paid pursuant to the Lumentum Annual Incentive Plan. For fiscal 2023, the Non-Equity Incentive Plan Compensation reflects the cash payout for the first half of Fiscal 2023. The second half payout for fiscal 2023 was paid in PSUs and is reflected in the Stock Award column assuming achievement at target. See “Annual Cash Incentive Plan” for an additional discussion. | | (4) All amounts represent 401(k) matching, imputed income for GTL and HSA employer matching contributions by Lumentum. In fiscal 2023, All Other Compensation for Mr. Retort included $14,478 of imputed income for GTL. |

  74. Summary Compensation Table

    | 2023 Proxy Statement | 52 |

  75. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table sets forth information with respect to plan-based compensation in fiscal 2023 to each NEO, including cash incentive opportunities for 1H fiscal 2023 under the AIP and equity in the form of RSUs and PSUs, including PSU awards for 2H fiscal 2023 under the AIP. The terms of the AIP opportunities are described in “Compensation Discussion and Analysis – Annual Incentive Plan,” and the material terms of the equity awards are described in “Compensation Discussion and Analysis – Equity Incentive Awards”. See “Compensation Discussion and Analysis” for a description of the material factors necessary to an understanding of the information disclosed below.

  76. 2023 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(1) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Alan Lowe | N/A | 180,000 | 360,000 | 720,000 | | | | | | | | 8/24/2022 | | | | 31,172 | 62,345 | 155,862 | | 5,679,630 | | | 8/24/2022 | | | | | | | 62,346 | 5,679,721 | | | 8/24/2022(3) | | | | 6,417 | 12,835 | 25,670 | | 1,169,269 | | Wajid Ali | N/A | 75,060 | 150,120 | 300,240 | | | | | | | | 8/24/2022 | | | | 10,696 | 21,393 | 53,482 | | 1,948,902 | | | 8/24/2022 | | | | | | | 21,393 | 1,948,902 | | | 8/24/2022(3) | | | | 2,676 | 5,352 | 10,704 | | 487,567 | | Vince Retort | N/A | 75,060 | 150,120 | 300,240 | | | | | | | | 8/24/2022 | | | | 12,835 | 25,671 | 64,177 | | 2,338,628 | | | 8/24/2022 | | | | | | | 25,672 | 2,338,719 | | | 8/24/2022(3) | | | | 2,676 | 5,352 | 10,704 | | 487,567 | | Jason Reinhardt | N/A | 64,125 | 128,250 | 256,500 | | | | | | | | 8/24/2022 | | | | 7,946 | 15,892 | 39,730 | | 1,447,761 | | | 8/24/2022 | | | | | | | 15,892 | 1,447,761 | | | 8/24/2022(3) | | | | 2,286 | 4,572 | 9,144 | | 416,509 | | Judy Hamel | N/A | 55,013 | 110,025 | 220,050 | | | | | | | | 8/24/2022 | | | | 5,959 | 11,919 | 29,797 | | 1,085,821 | | | 8/24/2022 | | | | | | | 11,919 | 1,085,821 | | | 8/24/2022(3) | | | | 1,961 | 3,922 | 7,844 | | 357,294 |

  77. 2023 Grants of Plan-Based Awards Table

    | (1) Reflects grant date fair value of awards at target computed in accordance with FASB ASC Topic 718. Assumptions underlying the valuations are set forth in footnote 2 to the Summary Compensation Table above. These amounts do not correspond to the actual value that may be realized by the NEOs. | | (2) Reflects the cash portion of the AIP for 1H fiscal 2023 at threshold of 50%, target at 100% and maximum of 200%. | | (3) Reflects AIP PSUs for 2H fiscal 2023 at threshold of 50%, target at 100% and maximum of 200%. |

  78. 2023 Grants of Plan-Based Awards Table

    | | 53 |

  79. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table provides information regarding outstanding equity awards and applicable market values at the end of fiscal 2023.

  80. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(7) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | | 8/19/2020 | 16,792(2) | 952,610 | | | | | 8/19/2020 | 2,717(3) | 154,135 | | | | | 8/19/2020 | 4,177 | 233,557 | | | | | 8/31/2021 | 21,505 | 1,219,979 | | | | | 9/10/2021 | | | 51,615(4) | 2,928,119 | | | 8/24/2022 | 3,887(5) | 220,510 | | | | | 8/24/2022 | | | 62,345(6) | 3,536,832 | | Alan Lowe | 8/24/2022 | 62,346 | 3,536,889 | | | | | 8/19/2020 | 5,928(2) | 336,295 | | | | | 8/19/2020 | 989(3) | 56,105 | | | | | 8/19/2020 | 1,483 | 84,131 | | | | | 8/31/2021 | 8,013 | 454,577 | | | | | 9/10/2022 | | | 21,393(4) | 1,213,625 | | | 8/24/2022 | 1,621(5) | 91,959 | | | | | 8/24/2022 | | | 21,393(6) | 1,213,625 | | Wajid Ali | 8/24/2022 | 21,393 | 1,213,625 | | | | | 8/19/2020 | 7,252(2) | 411,406 | | | | | 8/19/2020 | 1,209(3) | 68,587 | | | | | 8/19/2020 | 1,813 | 102,851 | | | | | 8/31/2021 | 9,843 | 558,393 | | | | | 9/10/2021 | | | 23,626(4) | 1,340,303 | | | 8/24/2022 | 1,621(5) | 91,959 | | | | | 8/24/2022 | | | 25,671(6) | 1,456,316 | | Vince Retort | 8/24/2022 | 25,672 | 1,456,373 | | | | | 8/19/2020 | 4,311(2) | 244,563 | | | | | 8/19/2020 | 719(3) | 40,789 | | | | | 8/19/2020 | 1,079 | 61,212 | | | | | 8/31/2021 | 6,183 | 350,762 | | | | | 9/10/2021 | | | 14,842(4) | 841,987 | | | 8/24/2022 | 1,384(5) | 78,514 | | | | | 8/24/2022 | | | 15,892(6) | 901,553 | | Jason Reinhardt | 8/24/2022 | 15,892 | 901,553 | | | | | 8/19/2020 | 2,940(2) | 166,786 | | | | | 8/19/2020 | 491(3) | 27,854 | | | | | 8/19/2020 | 735 | 41,697 | | | | | 8/31/2021 | 4,542 | 257,668 | | | | | 9/10/2021 | | | 10,904(4) | 618,584 | | | 8/24/2022 | 1,188(5) | 67,395 | | | | | 8/24/2022 | | | 11,919(6) | 676,165 | | Judy Hamel | 8/24/2022 | 11,919 | 676,165 | | |

  81. Outstanding Equity Awards at Fiscal Year-End Table

    | 2023 Proxy Statement | 54 |

  82. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Amounts reflecting market value of RSUs and PSUs are based on the price of $56.73 per share, which was the closing price of our common stock as reported on NASDAQ on July 1, 2023, the last trading day of our most recent fiscal year. The PSUs are calculated based on achievement at 100% of target for any performance periods not yet completed. | | (2) PSUs that vest based upon the Company’s performance in fiscals 2021, 2022 and 2023 and cumulative performance for fiscals 2021, 2022 and 2023, in each case relative to EPS targets and strategic objectives set by the Compensation Committee. The PSU share amounts and values in the table above are based on achievement at 66.67% of target and vested on August 19, 2023. | | (3) PSUs that vest based upon the Company’s performance in fiscal 2021 relative to EPS targets set by the Compensation Committee. The PSU share amounts and values in the table above are based on achievement at 152.5% of target and vested over three years through August 19, 2023. | | (4) PSUs that vest based on the Company’s performance in fiscals 2022, 2023 and 2024 and cumulative performance for fiscals 2022, 2023 and 2024, in each case relative to EPS targets and strategic objectives set by the Compensation Committee. The PSU share amounts and values in the table above are based on achievement at targets. These PSUs vest, once achievement is determined, on the third anniversary of the grant date. | | (5) PSUs that vest based upon the Company’s performance in fiscal 2023 for full year revenue and second half operating income targets under the Annual Incentive Plan. The PSU share amounts and values in the table above are based on actual achievement of 53.01% for full year revenue performance and vested on August 24, 2023. No shares vested based on achievement of second half operating income targets. | | (6) PSUs that vest based upon the Company’s performance in fiscals 2023, 2024 and 2025 and cumulative performance for fiscals 2023, 2024 and 2025, in each case relative to revenue targets and strategic objectives set by the Compensation Committee. The PSU share amounts and values in the table above are based on achievement at target. These PSUs vest, once achievement is determined, on the third anniversary of the grant date. | | (7) Time-based RSUs that vest 1/3 of the awarded units on the first anniversary of the grant date and the remainder of the units in equal quarterly installments for two years thereafter. |

  83. Outstanding Equity Awards at Fiscal Year-End Table

    | | 55 |

  84. Stock Vested in 2023

    Stock Vested in 2023 The following table sets forth information on vesting of equity awards during fiscal 2023 for each NEO. The table includes: (i) the number of shares received from the vesting of RSUs and PSUs and (ii) the aggregate dollar value realized upon the vesting of such RSUs and PSUs.

  85. Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Alan Lowe | 117,810 | 9,324,386 | | Wajid Ali | 44,133 | 3,505,804 | | Vincent Retort | 53,192 | 4,213,998 | | Jason Reinhardt | 31,206 | 2,456,664 | | Judy Hamel | 20,674 | 1,609,507 |

  86. Stock Vested in 2023

    | (1) Represents the amounts realized based on the product of the number of shares acquired and the closing price of our common stock on Nasdaq on the vesting date. |

  87. CEO Pay Ratio

    CEO Pay Ratio Our CEO pay ratio is calculated in accordance with Item 402(u) of Regulation S-K and provides a reasonable estimate of the ratio of our CEO’s annual total compensation to the median of the annual total compensation of all employees other than the CEO.

  88. CEO Pay Ratio

    | CEO total compensation as reported in Summary Compensation Table: | $13,905,732 | | Median employee annual total compensation: | $18,426 | | Ratio of our CEO to median employee: | 755 to 1 |

  89. CEO Pay Ratio

    We used the methodology, assumptions and estimates described below to determine the annual total compensation of the “median employee”:

  90. CEO Pay Ratio

    | • | We identified the median employee by reviewing the fiscal 2023 salary (or wages plus overtime and other compensation components, as applicable) and annual cash bonus paid to all employees worldwide as of July 1, 2023; | | • | We included employees working on a full-time, part-time, or interim basis, as well as contractual employees (as determined by the legal framework in a particular jurisdiction for contractual status); | | • | We annualized the base salary, but not the cash incentive paid for the fiscal year, for any full-time employees who were hired in fiscal 2023 but did not work for us for the entire fiscal year; | | • | Cost of living adjustments were not applied; | | • | For employees not paid in U.S. dollars, we applied a local currency-to-U.S. dollar exchange rate from Bloomberg on the last business day of the fiscal year; and | | • | Annual total compensation for the median employee was then calculated using the same methodology we use for calculating CEO pay as outlined in the Summary Compensation Table. |

  91. CEO Pay Ratio

    | 2023 Proxy Statement | 56 |

  92. Pay Versus Performance

    Pay Versus Performance The following table shows, for the past three fiscal years, the total compensation for our NEOs as set forth in the Summary Compensation Table, above the “compensation actually paid” to our Principle Executive Officer (“PEO”) and on an average basis, our other NEOs (“non-PEO NEOs”) (in each case, as determined under SEC rules), our total shareholder return (“TSR”), our peer group TSR (NASDAQ 100 Technology Sector Index), our net income, and revenue.

  93. Pay Versus Performance

    | | Summary | | Average Summary | Average | | | | | | | Compensation | Compensation | Compensation | Compensation | | Peer Group Total | | | | Fiscal | Table Total for | Actually Paid | Table Total for | Table Total for | Total Shareholder | Shareholder | Net Income (Loss) | Revenue | | Year | PEO(1) | to PEO(2) | non-PEO NEOs(3) | non-PEO NEOs(2) | Return(4) | Return(4) | ($M)(5) | ($M)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $13,905,732 | $6,157,896 | $4,514,349 | $2,014,899 | $74.52 | $139.07 | ($131.6) | $1,767.0 | | 2022 | $10,793,744 | $10,940,691 | $3,837,309 | $3,910,681 | $102.22 | $108.03 | $198.9 | $1,712.6 | | 2021 | $10,299,689 | $12,146,329 | $3,551,321 | $4,214,728 | $109.64 | $149.90 | $397.3 | $1,742.8 |

  94. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for PEO (Lowe) for each corresponding year (which was Alan Lowe for each year) as shown in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” | | (2) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (“CAP”), as computed in accordance with SEC rules. “Compensation actually paid” does not mean that the applicable NEO was actually paid those amounts, but is a dollar amount derived by starting with the summary compensation table total compensation and then applying certain adjustments under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award, and we have never paid a dividend. No stock awards granted during a fiscal year vest during that same fiscal year. |

  95. Pay Versus Performance

    The following table details these adjustments for each fiscal year for our PEO and for our non-PEO NEOs on average:

  96. Pay Versus Performance

    | | | | Subtract Grant | | | | | | | | | Summary | Date Fair | | | | | | | | | Compensation | Value of Stock | | | | | | | Fiscal | | Table Total | Awards | | | | | CAP | | Year | | (a) | (b) | | | | | | | | | | | | | Adjust for | Subtract Fair | | | | | | | | | Change in Fair | Value of Prior | | | | | | | | | Value of | Fiscal Year-End | | | | | | | | | Outstanding | of Option Awards | | | | | | | | | Option Awards | and Stock | | | | | | | | Adjust for | and Stock | Awards Granted | | | | | | | Add Fair Value at | Change in | Awards Granted | in Prior Fiscal | | | | | | | Fiscal Year-end | Fair Value of | in Prior Fiscal | Years That Failed | | | | | | | of Outstanding | Outstanding and | Years For Which | to Meet | | | | | | | and Unvested | Unvested Option | Applicable | Applicable | | | | | | | Options Awards | Awards and | Vesting | Vesting | | | | | | | and Stock | Stock Awards | Conditions Were | Conditions | | | | | | | Awards Granted | Granted in Prior | Satisfied During | During Fiscal | | | | | | | in Fiscal Year | Fiscal Years | Fiscal Year | Year | | | | | | | (a) | (b) | (c) | (c) | | | 2023 | PEO | $13,905,732 | ($12,528,619) | $7,293,688 | ($4,368,577) | $1,855,672 | $0 | $6,157,896 | | | Non-PEO NEOs | $4,514,349 | ($3,847,814) | $2,206,098 | ($1,430,875) | $573,141 | $0 | $2,014,899 | | 2022 | PEO | $10,793,744 | ($8,901,523) | $8,033,359 | ($132,894) | $1,148,005 | $0 | $10,940,691 | | | Non-PEO NEOs | $3,837,309 | ($2,957,948) | $2,669,459 | ($44,163) | $406,023 | $0 | $3,910,681 | | 2021 | PEO | $10,299,689 | ($8,565,127) | $8,245,083 | $1,274,229 | $892,454 | $0 | $12,146,329 | | | Non-PEO NEOs | $3,551,321 | ($2,655,195) | $2,558,147 | $446,044 | $314,411 | $0 | $4,214,728 |

  97. Pay Versus Performance

    | (a) The dollar amounts reported in the Summary Compensation Table for the applicable year. | | (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |

  98. Pay Versus Performance

    | | 57 |

  99. Pay Versus Performance

    | (c) In accordance with applicable SEC rules, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Specifically, we measured the fair value of restricted stock units based on the closing price on the relevant measurement date and the fair value of PSUs, based on the probability of achievement on the relevant measurement date. |

  100. Pay Versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. |

  101. Pay Versus Performance

    The names of each of the non-PEO NEOs in each applicable year are as follows:

  102. Pay Versus Performance

    | Fiscal years 2021 through 2023 | Wajid Ali, Vincent Retort, Jason Reinhardt, and Judy Hamel |

  103. Pay Versus Performance

    | (4) TSR determined in Column (f) is based on the cumulative value of an initial fixed investment of $100 in our common stock as of June 28, 2020 (the last trading day prior to the start of fiscal year 2021). TSR determined in Column (g) is based on the cumulative value of an initial fixed investment of $100 in the NASDAQ 100 Technology Sector Index (the peer group used in our stock performance graph in our Annual Report on Form 10-K) as of June 28, 2020, assuming reinvestment of all dividends until the last day of each reported fiscal year. | | (5) The dollar amounts in Column (h) are our GAAP Net Income (Loss) for each fiscal year (in millions). | | (6) We selected Revenue as our Company Selected Measure, which is the most important financial measure that links company performance with Compensation Actually Paid. Dollar amounts in Column (i) are our GAAP Revenue for each fiscal year (in millions). |

  104. Pay Versus Performance

    | 2023 Proxy Statement | 58 |

  105. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The graphs below illustrate the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs, with (i) our TSR and the NASDAQ 100 Technology Section Index (our peer group TSR), (ii) our net income, and (iii) our Revenue, in each case, for the fiscal years 2021 through 2023. TSR amounts reported in the graph are cumulative and assume an initial fixed investment of $100 as of June 28, 2020 (the last trading day prior to the start of fiscal year 2021), and that all dividends, if any, were reinvested.

  106. Pension Benefits

    Pension Benefits Aside from our 401(k) Plan, we do not maintain any pension plan or retirement arrangement under which our NEOs are entitled to participate or receive post-retirement benefits.

  107. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans or arrangements under which our NEOs are entitled to participate.

  108. Non-Qualified Deferred Compensation

    | 2023 Proxy Statement | 60 |

  109. Potential Payments upon a Termination or Change in Control

    Potential Payments upon a Termination or Change in Control The following table describes potential payments and benefits that would have been received or receivable by each NEO if employment had been terminated under various circumstances on July 1, 2023, the last day of our most recent fiscal year, under the Lumentum CIC Plan as amended in September 2021 and under the Amended and Restated CEO Agreement with respect to Mr. Lowe. For equity awards, we used a price per share of $56.73, the closing stock price on June 30, 2023, the last trading day of our most recent fiscal year.

  110. Potential Payments upon a Termination or Change in Control

    | | | | Before Change in Control | Within Change in Control Period | | Name | Benefit | Termination upon Death or Disability outside Change in Control Period ($) | Termination w/o Cause or for Good Reason ($)(1) | Termination w/o Cause or for Good Reason ($)(2) | | Alan Lowe | Salary | 0 | 2,000,000 | 2,000,000 | | | AIP(3) | 0 | 2,400,000 | 2,400,000 | | | Equity Awards | 18,231,047 | 4,489,280 | 18,231,047 | | | COBRA | 0 | 31,827 | 42,435 | | | Total | 18,231,047 | 8,921,107 | 22,673,482 | | Wajid Ali | Salary | 0 | 556,000 | 1,112,000 | | | AIP(3) | 0 | 519,095 | 1,000,800 | | | Equity Awards | 6,520,149 | 1,321,928 | 6,520,149 | | | COBRA | 0 | 24,057 | 36,086 | | | Total | 6,520,149 | 2,421,080 | 8,669,035 | | Vincent Retort | Salary | 0 | 556,000 | 1,112,000 | | | AIP(3) | 0 | 518,759 | 1,037,517 | | | Equity Awards | 7,816,085 | 1,599,590 | 7,816,085 | | | COBRA | 0 | 23,997 | 35,995 | | | Total | 7,816,085 | 2,698,345 | 10,001,597 | | Jason Reinhardt | Salary | 0 | 475,000 | 950,000 | | | AIP(3) | 0 | 436,530 | 873,060 | | | Equity Awards | 4,940,792 | 991,038 | 4,940,792 | | | COBRA | 0 | 24,627 | 36,940 | | | Total | 4,940,792 | 1,927,195 | 6,800,792 | | Judy Hamel | Salary | 0 | 489,000 | 978,000 | | | AIP(3) | 0 | 383,769 | 767,537 | | | Equity Awards | 3,686,489 | 733,064 | 3,686,489 | | | COBRA | 0 | 20,805 | 31,208 | | | Total | 3,686,489 | 1,626,638 | 5,463,234 |

  111. Potential Payments upon a Termination or Change in Control

    | | 63 |

  112. Potential Payments upon a Termination or Change in Control

    | (1) Mr. Lowe’s benefits in this column represent (a) a cash payment equivalent to 200% of his annual base salary as of the date of termination of employment; (b) 200% of the greater of his target annual bonus for the year of termination or the average of annual bonuses paid in the three years preceding the year of termination; (c) accelerated vesting of any unvested time-based equity awards held at the time of termination that would have vested over the 12 months following the termination date and acceleration of performance-based awards under the methodology described under the “Employment Agreement with Mr. Lowe” section above; and (d) a cash payment equal to 18 times the monthly health insurance continuation premiums. For the NEOs other than Mr. Lowe, the benefits in the column represent: | | (a) a cash payment equivalent to 12 months of their annual base salary as of the date of termination of employment; | | (b) 100% of the greater of the target annual bonus for the year of termination or the average annual bonus paid in the three years preceding the year of termination; | | (c) accelerated vesting of any unvested equity awards held at the time of termination that would have vested over the 9 months following the termination date and acceleration of performance-based awards under the methodology described under the “2015 Change in Control and Severance Benefits Plan, as amended” section above, and | | (d) reimbursement of COBRA premiums for up to 12 months. | | (2) All benefits in this column except for Mr. Lowe’s represent (a) accelerated vesting of any unvested equity awards held at the time of termination (including accelerated vesting of any performance-based awards under the methodology described under the “Employment Agreement with Mr. Lowe” section above), (c) a cash payment equal to two years’ base salary, and (d) reimbursement of COBRA premiums for up to 18 months. Mr. Lowe’s benefits in this column represent (w) a cash payment equivalent to two times his annual base salary as of the date of termination; (x) two times the greater of his target annual bonus for the year of termination or the mean average of his annual bonuses paid in the 3 years preceding the year of termination; (y) accelerated vesting of unvested equity awards which have been granted or issued as of the date of termination of his employment (including accelerated vesting of performance-based awards under the methodology described under the “Change in Control Benefits Plan as amended” section above); and (z) a cash payment equal to 24 times the monthly health insurance continuation premiums. Mr. Lowe’s employment agreement and the Lumentum CIC Plan also provides for these benefits if a termination due to death or disability occurs within twelve months following a change in control. | | (3) The AIP is comprised of a cash and equity component. The value of the AIP above is calculated at target for the cash and equity components. |