DEF 14A of Lumentum Holdings Inc., Oct 3, 2024

DEF 14A of Lumentum Holdings Inc.

Filed Oct 3, 2024 · FY20240001308179-24-000748

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | Committees | | | Other Current Public Company Boards | | Name and Primary | Independent | Age | Director Since | Audit | Compensation | Governance | | | Harold L. Covert CFO, Carbice Corporation | ✓ | 77 | 2015 | | | | None | | Pamela F. Fletcher CEO, Sion Power Corporation | ✓ | 58 | 2023 | | | | Chemours | | Isaac H. Harris Founder and CEO, DATKI Partners | ✓ | 58 | 2021 | | | | None | | Penelope A. Herscher (Chair) Advisor to Entrepreneurs; Former CEO | ✓ | 64 | 2015 | | | | ForviaSMART Global Holdings | | Julia S. Johnson Vice President, GM, Mobile Computing Zebra Technologies | ✓ | 58 | 2017 | | | | None | | Brian J. Lillie President, Private Cloud Business Unit Rackspace Technology | ✓ | 60 | 2015 | | | | None | | Alan S. Lowe President and CEO, Lumentum | | 62 | 2015 | | | | None | | Ian S. Small Advisor to Technology Companies; Former CEO | ✓ | 60 | 2018 | | | | None |

  3. Director Nominees

    | | Member | | Chair |

  4. Director Nominees

    | 4 | 2024 Proxy Statement |

  5. Director Nominee Snapshot

    Director Nominee Snapshot

  6. Director Nominee Snapshot

    | Independence | Directors’ Age | Directors’ Diversity | | | | |

  7. Director Nominee Snapshot

    | | Hal Covert | Pamela Fletcher | Isaac Harris | Penelope Herscher | Julie Johnson | Brian Lillie | Alan Lowe | Ian Small | | 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, Independence and Demographics (as of October 3, 2024) | | | | | | | | | | Tenure (years) | 9 | <2 | 3 | 9 | 7 | 9 | 9 | 6 | | Independence | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Age | 77 | 58 | 58 | 64 | 58 | 60 | 62 | 60 | | Gender Identity | Male | Female | Male | Female | Female | Male | Male | Male | | African American | | | ✓ | | | | | | | White | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ |

  8. Executive Compensation Key Points

    | ● | 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 |

  9. Executive Compensation Structure

    | Proposal No. 3 Approval of the Amended and Restated 2015 Equity Incentive Plan | | | | The board of directors is asking stockholders to approve the Amended and Restated 2015 Equity Incentive Plan to extend the expiration date of the plan for one year until June 23, 2026. | ✓ | Your board of directors recommends that you vote “FOR” this proposal. |

  10. Considerations in Evaluating Director Nominees

    Considerations in Evaluating 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. 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. 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. 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.

  11. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Eight (8) directors have been nominated by our board of directors for election at the Annual Meeting, each to serve a one-year term until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified. The size of our board of directors will be decreased from nine to eight directors immediately following the election of directors at the Annual Meeting. All of the nominees are currently members of the board of directors and are standing for reelection. 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.

  12. Director Nominees

    Director Nominees 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.

  13. Director Nominees

    | 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 |

  14. Director Nominees

    EXPERIENCE: Mr. Covert currently serves as the chief financial officer of Carbice Corporation, a company developing thermal management technology. He previously served as the chief financial officer of Imagine Communications, an enterprise software company, from August 2019 to July 2022. Mr. Covert served as 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.

  15. Director Nominees

    | | 21 |

  16. Director Nominees

    | 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 |

  17. Director Nominees

    EXPERIENCE: Ms. Fletcher is an experienced transportation and sustainability executive with over three decades of experience across the automotive and transportation industries. Ms. Fletcher currently serves as the Chief Executive Officer of Sion Power Corporation, a next generation battery company. Ms. Fletcher previously 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 directors of The Chemours Company, a chemical company, and 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.

  18. Director Nominees

    | 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 |

  19. Director Nominees

    EXPERIENCE: Mr. Harris is a senior operating executive with over 30 years of experience in the technology industry. He currently serves as Founder and President at DATKI Partners, a supply chain strategy consulting firm. Mr. Harris previously served as Advisor to the CEO at ZT Systems, a leading provider of innovative compute and storage solutions for hyperscale data centers, from January 2023 to January 2024. 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.

  20. Director Nominees

    | 22 | 2024 Proxy Statement |

  21. Director Nominees

    | 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 |

  22. Director Nominees

    EXPERIENCE: 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 Forvia SE, an automotive parts manufacturer, publicly traded in France, and SMART Global Holdings, a technology solutions company. She also serves on the board of Modern Health, a private health benefits company. Ms. Herscher previously served as a member of the board of directors of Delphix Corp., a data analytics company, from 2018 to 2024, 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.

  23. Director Nominees

    | 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” |

  24. 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.

  25. Director Nominees

    | | 23 |

  26. Director Nominees

    | 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 |

  27. Director Nominees

    EXPERIENCE: 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.

  28. Director Nominees

    | 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 |

  29. 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.

  30. Director Nominees

    | 24 | 2024 Proxy Statement |

  31. Director Nominees

    | 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 |

  32. Director Nominees

    EXPERIENCE: 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, since July 2024, as an Advisor to Squint, providers of an AR/AI manufacturing intelligence platform. He 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. Vote Required Each director will be elected by the affirmative vote of a majority of the votes cast, meaning that the number of votes cast “FOR” a director nominee exceeds the number of votes cast “AGAINST” that nominee. 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.

  33. Director Nominees

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE NOMINEES NAMED ABOVE. |

  34. Director Nominees

    | | 25 |

  35. 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 of directors approved a temporary reduction in cash compensation of 10% beginning July 2, 2023 which was extended through the end of fiscal year 2024 as part of company-wide cost reduction efforts. The compensation of our Outside Directors is reviewed regularly by 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. Following such review, the Compensation Committee makes a recommendation to the board of directors. Our Outside Directors receive compensation in the form of equity granted under the terms of our Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) and cash, as described below:

  36. Equity Compensation

    Equity Compensation Initial Award. On the date of the first meeting of our board of directors or Compensation Committee occurring on or after the date on which the individual first became an Outside Director, such Outside Director is granted an initial award of restricted stock units (“RSUs”) with a value equal to $100,000 (the “Initial RSU Award”). The Initial RSU Award vests in three annual installments from the commencement of the individual’s service as an Outside Director, subject to continued service as a director through the applicable vesting date. If a director’s status changes from an employee director to an Outside Director, he or she does not receive an Initial RSU Award. Annual Awards. On the date of each annual meeting of our stockholders, upon election, each Outside Director is granted an award of RSUs with a value equal to $220,000 (the “Annual RSU Award”). For Outside Directors that are elected other than at the annual meeting, the Outside Director is granted the Annual RSU Award, pro-rated for the time to be served prior to the next annual meeting. The Annual RSU Award vests upon the earlier of the day prior to the next annual meeting or one year from the grant date, subject to continued service as a director through the applicable vesting date. The number of shares subject to equity awards is calculated by dividing the value by the average of the volume weighted average trading price of our common stock during the calendar month preceding the grant date. Under the terms of the 2015 Plan, no Outside Director may be granted equity awards within any fiscal year which exceeds, in the aggregate, that number of shares equal to the quotient of $500,000 divided by the closing price on the last trading day immediately preceding the date on which the applicable equity award is granted to the Outside Director. Upon retirement of an Outside Director, all unvested RSUs automatically vest in full. The treatment of unvested RSUs held by an Outside Director upon a change in control is determined by the terms of the 2015 Plan.

  37. Outside Director Compensation for Fiscal 2024

    Outside Director Compensation for Fiscal 2024 The following table provides information regarding the total compensation that was paid to each of our Outside Directors in fiscal 2024. As noted above, in fiscal year 2024, the cash compensation of directors was reduced by 10% as part of company-wide cost-reduction efforts. Directors who are also our employees receive no additional compensation for their service as directors. See “Executive Compensation” for information about Mr. Lowe’s compensation.

  38. Outside Director Compensation for Fiscal 2024

    | 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 |

  39. Outside Director Compensation for Fiscal 2024

    | (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. |

  40. Outside Director Compensation for Fiscal 2024

    | | 27 |

  41. PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

    | ● | 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 | | ● | We seek, and endeavor to implement, feedback from our stockholders and in light of such feedback, we have made extensive changes to executive compensation program design for 2025 | | ● | We maintain policies to promote sound compensation practices and corporate governance. |

  42. PROPOSAL NO. 3 APPROVAL OF THE AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN

    PROPOSAL NO. 3 APPROVAL OF THE AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN We are seeking stockholder approval to amend our Amended and Restated 2015 Equity Incentive Plan (the “2015 Plan”) solely to extend the expiration date of the 2015 Plan by one year until June 23, 2026, unless earlier terminated in accordance with its provisions. No other changes to the 2015 Plan are being made. Our board of directors approved the amended and restated 2015 Plan in September 2024, subject to stockholder approval at the 2024 Annual Meeting. Our board of directors has determined that it is in our best interests and the best interests of our stockholders to approve this proposal. Our board of directors recommends that stockholders vote for this proposal at the 2024 Annual Meeting. If stockholders approve this proposal, the amended and restated 2015 Plan will become effective as of the date of stockholder approval. If stockholders do not approve this proposal, the term extension will not become effective and our 2015 Plan will terminate no later than June 23, 2025. Following any such termination, we would not be able to issue equity awards under the 2015 Plan to meet our incentive, recruiting and retention objectives. This will restrict our ability to attract and retain the individuals necessary to drive our performance and increase long term stockholder value. Our executive officers and directors are eligible to receive equity awards under the 2015 Plan and therefore have an interest in this proposal. The remainder of this discussion, when referring to the 2015 Plan, refers to the amended and restated 2015 Plan as if this proposal is approved by our stockholders, unless otherwise specified or the context otherwise references the 2015 Plan prior to amendment and restatement.

  43. 3. The 2015 Plan Includes Compensation and Governance Best Practices

    | ● | 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. |

  44. Summary of the 2015 Equity Incentive Plan, as Amended and Restated

    Summary of the 2015 Equity Incentive Plan, as Amended and Restated The following is a summary of the operation and principal features of the 2015 Plan. However, this summary is not a complete description of all of the provisions of the 2015 Plan and is qualified in its entirety by the specific language of the 2015 Plan. A copy of the 2015 Plan is provided as Appendix A to this Proxy Statement.

  45. Purpose

    Purpose The purpose of the 2015 Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential contributions are important to our success by offering them an opportunity to participate in our future performance. These incentives may be provided through the granting of stock options, stock appreciation rights, dividend equivalent rights, restricted stock awards, restricted stock units, performance units, and performance shares.

  46. Eligibility

    Eligibility All types of awards may be granted to our employees, non-employee directors, and consultants of our parent or subsidiary corporations. Incentive stock options may be granted only to employees who, as of the time of grant, are employees of ours or any parent or subsidiary corporation of ours. As of August 31, 2024, we had approximately 7,560 employees (including five executive officers), eight non-employee directors and 23 consultants. Except with respect to 5% of the maximum number of shares issuable under the Plan, no award will vest earlier than one year following the date of grant; provided, however, that vesting of an award may be accelerated upon the death, disability, or involuntary termination of the service of the grantee, or in connection with a corporate transaction, as defined in the 2025 Plan. Stock Options Stock options may be granted under our 2015 Plan. Each option is evidenced by an award agreement that specifies the exercise price, the term of the option, forms of consideration for exercise, and such other terms and conditions as the administrator determines, subject to the terms of the 2015 Plan. The exercise price of options granted under our 2015 Plan must be at least equal to the fair market value of our common stock on the date of grant, except in special, limited circumstances as set forth in the 2015 Plan. The maximum term of an option will be specified in an award agreement, provided the term of an option will be no more than 8 years. However, with respect to any incentive stock option granted to a participant who owns more than 10% of the voting power of all classes of our outstanding stock, the term must not exceed five years and the per share exercise price must equal at least 110% of the fair market value of a Share on the grant date. Generally, the fair market value of our common stock is the closing sales price on the relevant date as quoted on the Nasdaq stock market. Options will be exercisable at such times and under such conditions as determined by the administrator and as set forth in the applicable award agreement. An option is deemed exercised when we receive notice of exercise and full payment of the Shares to be exercised, together with applicable tax withholdings. No option granted to an employee who is a non-exempt employee for the purposes of the Fair Labor Standards Act of 1938, as amended (the “FLSA”) will be first exercisable until at least 6 months following the date of grant of such option. After termination of an employee, director or consultant, he or she may exercise his or her option for the period of time stated in the option agreement. Generally, if termination is due to death or disability, the option will remain exercisable for twelve months. In all other cases, the option will generally remain exercisable for 90 days. However, an option may not be exercised later than the expiration of its term.

  47. Eligibility

    Stock Appreciation Rights Stock appreciation rights may be granted under our 2015 Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the exercise date and the date of grant. Each stock appreciation right is evidenced by an award agreement that specifies the exercise price, the term of the award (which may not exceed eight years), and other terms and conditions as determined by the administrator, subject to the terms of the 2015 Plan and provided that no stock appreciation right granted to an employee who is a non-exempt employee for the purposes of the FLSA will be first exercisable until at least six months following the date of grant of such SAR. The per share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100% of the fair market value per share on the date of grant. Stock appreciation rights will be exercisable at such times and under such conditions as determined by the administrator and set forth in the applicable award agreement. At the discretion of the administrator, the payment upon exercise of stock appreciation right may be paid in cash or with Shares, or a combination of both. Dividend Equivalent Rights Dividend equivalent rights may be granted under our 2015 Plan. Dividend equivalent rights allow the recipient to receive compensation or a credit to the recipient’s account measured by cash dividends paid with respect to shares of Common Stock. Each dividend equivalent right is evidenced by an award agreement that specifies terms and conditions as determined by the administrator, subject to the terms of the 2015 Plan. All dividend equivalents will be subject to the same terms and conditions, including vesting conditions, as the awards to which they relate and shall not be paid or settled prior to the time that the underlying award vests. No Dividend Equivalents shall be paid with respect to any shares underlying any unvested portion of a 2015 Plan award. Restricted Stock Awards Restricted stock may be granted under our 2015 Plan. Restricted stock awards are grants of shares that are subject to various restrictions, including restrictions on transferability and forfeiture provisions. Each restricted stock award granted will be evidenced by an award agreement specifying the number of shares subject to the award, any period of restriction, and other terms and conditions of the award, as determined by the administrator, subject to the terms of the 2015 Plan. Restricted stock awards may (but are not required to) be subject to vesting conditions, as the administrator specifies, and the shares acquired may not be transferred by the participant until the vesting conditions (if any) are satisfied. The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients of restricted stock awards generally will have voting rights and rights to dividends and other distributions with respect to such shares upon grant without regard to vesting, subject to the limitations set forth in the 2015 Plan with respect to no receipt of dividends, distributions or dividend equivalents prior to vesting. See “Limitations on Awards” section below. Restricted Stock Units Restricted stock units may be granted under our 2015 Plan. Each restricted stock unit granted is a bookkeeping entry representing an amount equal to the fair market value of one share. Each restricted stock unit award will be evidenced by an award agreement that specifies the number of restricted stock units subject to the award, any vesting criteria (which may include accomplishing specified performance criteria or continued service to us), form of payout, and other terms and conditions of the award, as determined by the administrator, subject to the terms of the 2015 Plan. Restricted stock units result in a payment to a participant if any performance goals or other vesting criteria are achieved or the awards otherwise vest. The administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. The administrator determines in its sole discretion whether an award will be settled in stock, cash, or a combination of both. Performance Units and Performance Shares Performance units and performance shares may be granted under our 2015 Plan. Performance units and performance shares are awards that will result in a payment to a participant if performance criteria established by the administrator are achieved or the awards otherwise vest. Each award of performance units or performance shares will be evidenced by an award agreement specifying the number of units or shares (as applicable), any vesting conditions, the performance period, and other terms and conditions of the award, as determined by the administrator, subject to the terms and conditions of the 2015 Plan. The administrator will establish any performance criteria or other vesting criteria (which may include continued service) in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance units and performance shares to be paid out. After the grant of performance units or performance shares, the administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such performance units or performance shares. The administrator, in its sole discretion, may pay earned performance units or performance shares in the form of cash, in shares, or in some combination of both. Limitations on Awards The maximum number of shares with respect to which awards may be granted to any individual in any fiscal year is 1,000,000 shares. The maximum dollar amount that may become payable to any individual in any fiscal year under awards denominated in U.S. dollars (including performance unit awards) is $20,000,000. However, in connection with an individual’s commencement of service or first promotion in any fiscal year, an individual may be granted awards for an additional 1,000,000 shares or U.S. dollar denominated awards providing for payment in any fiscal year of up to an additional $20,000,000. The limitations in this paragraph do not apply to non-employee directors, who are instead subject to much lower requirements described in the “Non-Employee Director Compensation Limits” below. No dividends, Dividend Equivalents, or other distributions shall be paid with respect to any shares underlying any unvested portion of a 2015 Plan award.

  48. Eligibility

    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. Non-Transferability of Awards Unless the administrator provides otherwise, our 2015 Plan generally does not allow for the transfer of awards, and only the recipient of an award may exercise an award during his or her lifetime.

  49. Number of Awards Granted to Employees and Non-Employee Directors

    Number of Awards Granted to Employees and Non-Employee Directors No awards have been made under the Amended and Restated 2015 Plan, and no awards have been granted that are contingent on the approval of the Amended and Restated 2015 Plan. Awards under the Amended and Restated 2015 Plan would be made at the discretion of the Compensation Committee or the Board. The number of awards that an employee, or non-employee director may receive under the 2015 Plan is not determinable at this time. The following table sets forth the aggregate number of RSUs and PSUs (at target) granted under the 2015 Plan during fiscal year 2024 to each of our named executive officers other than our former executive officers who are no longer eligible to receive awards; executive officers, as a group; directors who are not executive officers, as a group; and all employees who are not executive officers, as a group.

  50. Number of Awards Granted to Employees and Non-Employee Directors

    | 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 |

  51. Number of Awards Granted to Employees and Non-Employee Directors

    | (1) Reflects PSU awards at target. | | (2) Reflects the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. |

  52. Vote Required

    | THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN. |

  53. Executive Summary

    | ● | Our Say-on-Pay advisory vote at the November 2023 annual meeting received 48.5% stockholder support | | ● | We have significantly enhanced disclosure for fiscal 2024 in this CD&A | | ● | We have made meaningful changes to executive compensation program design for fiscal 2025 | | ● | There were no increases in on-target compensation for NEOs in fiscal 2024, aside from promotions | | ● | 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 |

  54. Stockholder Feedback and Actions Taken

    | ● | Enhance disclosure: details of program design, target rigor, rationale and specific performance metrics for certain short-term and long-term incentive goals, pay versus performance alignment; | | ● | Take measures to increase alignment between stockholder value creation and compensation program outcomes: including review of annual incentive plan (AIP) and long-term incentive plan (LTIP) structure, compensation peer group, and compensation quantum decisions. |

  55. Stockholder Feedback and Actions Taken

    | Enhanced Disclosure Changes are included in this CD&A for fiscal 2024 unless otherwise noted | | | | Demonstrate Pay-for-Performance | Explain Choice of Metrics | Better Disclosure of Payout Scales | | ●Expanded the discussion of the goal-setting process to show the rigor used to establish metrics and targets ●Added explanation of the historical compensation of our CEO to show its alignment with company performance ●Increased visibility into performance of in-flight long-term incentive programs | ●Expanded discussion of compensation philosophy and approach to show how metrics chosen tie to business plans and value creation | ●Disclosure of all goal levels and associated payouts for all completed compensation periods | | Explain Impact of PSU “Banking” | Explain PSU Strategic Progress Objectives Component | Clarify Use of Discretion | | ●Disclosure of how PSU “banking” impacted long-term incentive programs completed in fiscal 2024 ●Disclosure of how banking is impacting all in-flight long-term incentive programs ●Note: “Banking” has been eliminated for PSUs beginning with fiscal 2025 awards | ●Explanation of rationale for Strategic Progress Objectives and of how this pay component is scored and paid out ●Disclosure of composition of Strategic Progress Objectives for completed compensation programs | ●Explanation of how we design pay programs to avoid use of discretion as much as possible ●Explicitly disclose whether discretion was applied or not applied (none was applied in calculating fiscal 2024 program payouts) |

  56. Stockholder Feedback and Actions Taken

    | Increase Alignment of Stockholder Value Creation and Compensation Outcomes Actions taken for fiscal 2024 where possible; other program design changes begin in fiscal 2025 | | | | Concerns about equity “markup” in AIP | Concerns about performance measurement periods being shorter than the relevant performance period | Concerns about overlapping metrics between short-term and long-term programs | | Fiscal 2024 action ●Eliminated the 25% premium used to mitigate for stock price risk in our Annual Incentive Program with PSU payouts | Fiscal 2025 actions ●Changed measurement period of AIP from two half-year periods to one full-year period ●Removed the ability to “bank” portions of LTIP PSUs based on annual total revenue performance ●Performance measured solely at the end of the 3-year performance period will determine payouts of all LTIP PSU components | Fiscal 2024 action ●Focused AIP metrics on measuring organic performance to distinguish AIP organic revenue metric from LTIP PSUs total revenue metric Fiscal 2025 action ●Reduced LTIP PSUs total revenue metric to 50% weighting from 70% | | Desire for performance vs. peers to factor directly into compensation | Concern that non-financial PSUs may not be sufficiently rigorous | Concerns that peer group may be out of alignment | | Fiscal 2025 action ●Added relative total stockholder return (rTSR) as a metric (25%) in our LTIP PSU design to align pay with stockholder return and reward better performance compared to our market competitors | Fiscal 2024 action ●Increased disclosure of how performance is scored to demonstrate rigor Fiscal 2025 action ●Reduced weighting of Strategic Progress Objectives from 30% to 25% of LTIP PSUs | Fiscal 2025 action ●Re-baselined peer group based on go-forward strategy and current financial performance, leading to significant action in peer group composition | | Concerns about compensation quantum | | | | Fiscal 2024 action ●No increases in compensation other than for promotion ●Temporary (year-long) reduction in base cash compensation | | |

  57. Stockholder Feedback and Actions Taken

    While the complete description of changes to our fiscal 2025 executive compensation programs will be contained in our fiscal 2025 CD&A, we preview the PSU elements of our 2025 Long-Term Incentive Plan below, for ease of comparison to our fiscal 2024 LTIP PSUs, which are detailed later in this CD&A. The Compensation Committee has approved several significant design changes for the fiscal 2025-2027 PSU awards granted in August 2024, based on stockholder feedback and a desire to increase long-term focus and increase alignment with stockholder experience.

  58. Stockholder Feedback and Actions Taken

    | Fiscal 2025-2027 PSU Changes 1.Introduction of relative Total Shareholder Return metric 2.Reduction in weighting of Total Revenue metric and Strategic Objectives metric 3.Elimination of annual banking for Total Revenue metric | 2024 PSU Design | 2025 PSU Design |

  59. Philosophy

    | ● | 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. | | ● | 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 in return for achieving business and financial success. | | ● | Where appropriate, executives and employees should participate in shared compensation programs to support consistent priorities and aligned execution throughout the organization. | | ● | Our compensation practices should continue to evolve to align compensation with recognized best practices and to address current market realities. | | ● | Good compensation program design enables enhanced disclosure with stockholders following completion of the relevant performance period so that stockholders can clearly see the link between performance and pay. | | ● | Discretion should be eliminated from our executive compensation programs where possible. Where an element of subjectivity can work to increase the linkage between company performance and executive pay and discretion is applied as a result, application of that discretion should be unambiguously communicated to stockholders. |

  60. Philosophy

    | 1. | Maximize business and financial performance and deliver long-term value for our customers, employees and stockholders; | | 2. | Be indispensable to our customers by designing and manufacturing innovative and market leading optical and photonic products that enable advanced optical networking and laser technologies and applications; and | | 3. | Drive and maintain our leadership in sustainability programs in our operations and our products, and develop our human capital and leadership pipeline for future company growth. |

  61. Overview

    | Assessments / Outcomes from the Decision-Making Process | | ●Performance Metrics - the Compensation Committee establishes performance metrics for annual incentive awards and performance-based equity awards in support of the Company’s strategic priorities and with reference to the compensation philosophy ●Assessment of Performance - the Compensation Committee assesses overall Company performance to established performance metrics ●Payouts - the Compensation Committee reviews the results of performance against incentive plan metrics and determines the amounts of any resulting payouts ●Assessment of Pay versus Performance - the Compensation Committee regularly reviews achievement forecasts for all active compensation programs, tracks compensation program performance over time, and analyzes pay versus performance outcomes for both the Company and its peers |

  62. Peer Group

    Peer Group The Compensation Committee, with input from Semler Brossy, annually reviews the compensation practices of a peer group of similar companies. The Compensation Committee carefully considered and selected an appropriate group of companies to use for executive compensation review and analysis purposes to provide data that assisted it in making decisions on the Company’s executive compensation program. The Compensation Committee considers multiple factors in selecting appropriate peer companies.

  63. Peer Group

    | ● | Market competitors: similar companies from the perspectives of market, scale and business model | | ● | Talent competitors: potential sources and destinations for potential executive talent in the key geographies in which our executives work |

  64. Peer Group

    | 48 | 2024 Proxy Statement |

  65. Fiscal 2024 Peer Group

    Fiscal 2024 Peer Group

  66. Fiscal 2024 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 ●Realized pay for the CEO ●Annual and long-term incentive plan design ●Independent director compensation ●Equity plan and share usage ●Change in control and severance ●Benefits and perquisites | Fiscal 2024 Peer Group Ciena Coherent Entegris F5 IPG Photonics Juniper Networks Marvell Technology MKS Instruments Monolithic Power Systems National Instruments OSI Systems Qorvo Semtech Skyworks Solutions Synaptics Trimble Viasat Viavi Solutions Wolfspeed | Peer Group Financial Positioning FY24 financial positioning relative to peers as of February 2023 Note: Revenue is on a trailing 12-month basis. Market capitalization is a 60-day average ending February 1. |

  67. Fiscal 2024 Peer Group

    The only change to this peer group from the list of companies used for executive compensation market review in fiscal 2023 was the removal of Plantronics due to its acquisition by HP Inc. in August 2022. In addition to the peer group, the Compensation Committee also reviews market data from the US Radford Survey for information technology 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.

  68. Changes to Peer Group for Fiscal 2025

    Changes to Peer Group for Fiscal 2025 The Compensation Committee approved significant changes to the peer group during fiscal 2024 to reflect our go-forward strategy and to re-baseline the peer group from a revenue and market capitalization standpoint. The Compensation Committee generally prefers to keep the group stable and limit change over time, and while the group had initially been constructed to position Lumentum near the median from both revenue and market capitalization standpoints, Lumentum’s positioning versus the group eroded over time and required a more substantial rebalancing for fiscal 2025 to ensure the Company’s pay and performance outcomes were aligned versus the appropriate market on a relative basis. The Compensation Committee continues to use the peer group for the same purposes as noted above, and used the reconstituted peer group beginning with fiscal 2025 compensation decisions. The Compensation Committee stated two primary objectives for consideration of Lumentum’s initial positioning against a revised peer group:

  69. Changes to Peer Group for Fiscal 2025

    | Revenue 45-55th Percentile | Market Capitalization 40-50th Percentile |

  70. Changes to Peer Group for Fiscal 2025

    The Compensation Committee believes that the resulting fiscal 2025 peer group is representative of appropriately sized companies in the industries in which we compete for customers and for talent.

  71. Changes to Peer Group for Fiscal 2025

    | | 49 |

  72. Changes to Peer Group for Fiscal 2025

    | Fiscal 2024 Peer Group Removed for Fiscal 2025 Ciena Coherent Entegris IPG Photonics MKS Instruments OSI Systems Semtech Skyworks Solutions Synaptics Viasat Viavi Solutions Wolfspeed F5 Juniper Networks Marvell Technology Monolithic Power Systems National Instruments Qorvo Trimble | Fiscal 2025 Peer Group Added for Fiscal 2025 Ciena Coherent Entegris IPG Photonics MKS Instruments OSI Systems Semtech Skyworks Solutions Synaptics Viasat Viavi Solutions Wolfspeed ADTRAN Advanced Energy Calix Cirrus Diodes Extreme Networks MaxLinear Universal Display | FY25 financial positioning relative to peers as of February 2024 Note: Revenue is on a trailing 12-month basis. Market capitalization is a 60-day average ending February 1. |

  73. Fiscal 2024 Executive Compensation Program Elements

    | Element | Description and Purpose | Commentary | | Base Salary | Base salary levels take into consideration position, qualifications, experience, prior salary level, and the base salaries of our other executive officers | ●No changes have been made to base salaries since August 2023, except for promotions ●In June 2023, the Compensation Committee approved a management-recommended reduction in cash compensation of 10% for Mr. Lowe, 7.5% Messrs. Ali, Retort and Reinhardt, and 5% for Ms. Hamel, described in the “Fiscal 2024 Base Salary” section below | | Annual Incentive | Incentive based on achievement of near-term financial and operational objectives Aligns executives with stockholders by promoting success on revenue, operating income, and operational goals | ●No changes were made to individual opportunity levels in fiscal 2024, except for promotions ●60% of fiscal 2024 annual incentive based on organic operating income (split equally between 1st and 2nd half achievement), and 40% based on full-year organic revenue ●Amounts earned are subject to adjustment based on a strategic modifier; the adjustment historically has been used infrequently and when used, more often used to reduce payments ●70% of the fiscal 2024 annual incentive was granted in PSUs that would be earned based on 2nd half organic operating income and full year organic revenue, to further align annual incentives with stockholder value creation ●The 25% premium for the portion of the AIP paid in PSUs in fiscal 2023 was eliminated for fiscal 2024 awards | | Long-Term Incentive Plan RSUs | Time-vested RSUs are awarded to promote alignment with stockholders over time | ●No changes were made to individual LTIP opportunity levels in fiscal 2024, except for promotions ●50% of annual LTIP equity awards were made in RSUs ●Awards vest over 3 years – 1/3 on the first anniversary of grant and quarterly thereafter for two additional years | | Long-Term Incentive Plan PSUs | Performance stock units are intended to reward our NEOs for long-term performance through aggressive financial and strategic progress objectives that we believe will create long-term stockholder value | ●50% of annual LTIP equity awards were made in PSUs ●PSUs awarded for the period fiscal 2024-2026 are based on fiscal 2026 total revenue (70%) and strategic progress objectives (30%) ●A portion of the total revenue PSUs can be earned each year based on meeting fiscal 2024 and fiscal 2025 interim total revenue goals; any such “banked” PSUs are not paid until the end of fiscal 2026, subject to continued employment |

  74. Performance Metrics and Target Setting

    Performance Metrics and Target Setting The Compensation Committee reviews and selects the performance metrics used in Lumentum’s compensation programs for both the Annual Incentive Plan and the Long-Term Incentive Plan with the following key principles in mind:

  75. Performance Metrics and Target Setting

    | ● | Value creation. The Compensation Committee selects metrics that map most directly to Lumentum’s three long-term strategic and business goals and which, when targets are met and/or exceeded, should result in significant stockholder value creation. Those three goals are: | | | | ● | Maximize business and financial performance and deliver long-term value for our customers, employees and stockholders; | | | ● | Be indispensable to our customers by designing and manufacturing innovative and market leading optical and photonic products that enable advanced optical networking and laser technologies and applications; and | | | ● | Drive and maintain our leadership in sustainability programs in our operations and our products, and develop our human capital and leadership pipeline for future company growth. | | ● | Controllability. The Compensation Committee has found that input metrics act as more effective motivators than output metrics because program participants can take actions to directly influence input metrics. Consequently, where possible, the committee selects metrics that are more directly controllable through management and/or the employee population performance. | | | ● | Sustainable business results. The Compensation Committee understands that as Lumentum delivers quarterly and annual results, we are also always building for the future. As result, the committee gives priority to metrics that underpin the delivery of sustainable business results for our long-term stockholders and stakeholders. | |

  76. Performance Metrics and Target Setting

    Our AIP program has a one-year performance period, whereas our LTIP program has a three-year performance period. Some metrics are more appropriate to a shorter measurement window, others to a longer window. Lumentum’s AIP is a company-wide program, used to focus and incentivize performance across our entire employee base, from the factory floor to the executive team. Our performance-based LTIP is a program designed specifically for our executive level employees. Some metrics are more relevant to a broad employee population; others are more appropriate and controllable by the executive population. The Compensation Committee considers all these factors in deciding which metrics to use in which program.

  77. Performance Metrics and Target Setting

    | | 51 |

  78. Performance Metrics and Target Setting

    The following performance metrics have been selected for use in Lumentum’s fiscal 2024 AIP and fiscal 2024 LTIP programs:

  79. Performance Metrics and Target Setting

    | 1-Year AIP Metrics | | 3-Year LTIP Metrics | | | Metric | Relation to Our Strategy | Metric | Relation to Our Strategy | | Adjusted Organic Operating Income 60% of fiscal 2024 AIP | The Compensation Committee believes that Adjusted Organic Operating Income (adjusted in the same manner as reporting in our earnings releases, and discounting contributions from mid-year acquisitions) is the most appropriate profitability measure through which to incent our employees and that using the non-GAAP adjusted measure is appropriate because it permits consistent period to period comparison. Profitability is a key metric because increasing profitability directly drives stockholder value creation. Rewarding profitable performance motivates an ongoing focus on ensuring we are using our financial resources wisely and effectively. | Total Revenue 70% of fiscal 2024 LTIP PSUs | In the highly competitive markets in which Lumentum operates, and with the new and emerging product opportunities ahead of us, the Compensation Committee believes that long-term growth in Total Revenue (both organic and inorganic) is essential to sustained stockholder value creation. Larger revenue bases lead to reduced manufacturing overhead, more efficient manufacturing operations, increased R&D capacity, and ultimately more profits. Our ability to invest in and capitalize on new market opportunities like Cloud and AI is directly related to Lumentum’s overall size, and to our accompanying ability to deploy financial resources, R&D expertise, and manufacturing capacity as needed. We believe that sustained, multi-year growth in Total Revenue will be a significant driver of stockholder value. | | Organic Revenue 40% of fiscal 2024 AIP | The Compensation Committee believes that our ability to generate Organic Revenue directly reflects our ability to create and sell innovative products, our ability to sustain strong customer relationships and maintain customer relevance, and in most cases, the most effective path to increased return on investment. Increasing organic revenue over time is a significant driver of stockholder value. These business results are directly within the purview of a wide range of employees throughout our organization, including our executives. | Strategic Progress Objectives 30% of fiscal 2024 LTIP PSUs | Operationalizing a sustainable growth strategy requires continuous progress in areas like innovation and new product development, sustainability, and human capital and leadership pipeline development. The Compensation Committee believes these are all areas in which executive leadership can have significant impact through application of focus and attention. Incentivizing progress in these areas involves defining and setting pass/fail goals across a range of non-financial metrics. Achievement (and, where possible, over-achievement) of these goals establishes the foundation for future business performance and long-term stockholder value creation, often in periods beyond the immediate performance period being measured. | | Strategic Modifiers Rarely used, potential ±20% impact on fiscal 2024 AIP results | The Compensation Committee believes that relatively small movements in certain strategic measures can have significant and potentially long-lasting impacts on Lumentum’s business results. For instance, variances in product quality can affect not only immediate business results, but also our brand, reputation and customer relationships. Similarly, achieving key wins with new customers can unlock revenue streams that can last for years. For fiscal 2024, we have defined company-wide Strategic Modifiers based on product quality and on new business wins. | | |

  80. Performance Metrics and Target Setting

    | 52 | 2024 Proxy Statement |

  81. Performance Metrics and Target Setting

    The Compensation Committee recognizes the importance of establishing both realistic and rigorous goals that continue to motivate and retain executives. As such, the committee approves the range of goals for payout at various levels for each selected metric after thorough review, analysis and discussion with the committee’s compensation consultants and executive management. In this process the Compensation Committee considers the following:

  82. Performance Metrics and Target Setting

    | ● | Company’s annual operating plan, as well as forecasts and multi-year plans | | ● | Risks and opportunities summaries as inputs for appropriate goal selection for each metric | | ● | Competitive and market share analyses |

  83. Performance Metrics and Target Setting

    As we noted above, fiscal 2024 was another challenging year for the Company due to many factors outside of our control, including the prolonged industry-wide inventory corrections in the network equipment market that began in 2023, a continuing decline in sales to a key customer of a highly profitable product line as new competitors entered the market, and certain export control restrictions that banned sales of all products to a key customer. After extensive review and analysis of the macroeconomic conditions in the markets we serve, the external factors noted above, the Company’s annual operating plan and future projections, the Compensation Committee, with input from the executive management team, determined the appropriate performance metrics and target levels for the fiscal 2024 Annual Incentive Plan and Long-Term Incentive Plan awards.

  84. Fiscal 2024 Annual Incentive Plan

    Fiscal 2024 Annual Incentive Plan

  85. Fiscal 2024 Annual Incentive Plan

    | ANNUAL INCENTIVES Objective/Purpose: To incent our NEOs to deliver superior financial performance and create stockholder value over a one-year period |

  86. Fiscal 2024 Annual Incentive Plan

    We maintain an annual incentive plan (“AIP”) that is intended to incent both our NEOs and our broader employee population to deliver superior financial performance and create stockholder value over a one-year period. Our AIP is an example of a compensation program shared between executives and other employees and in fiscal 2024, approximately 80% of Lumentum employees around the world participated in our AIP.

  87. AIP Structure

    AIP Structure As discussed above under the heading “Performance Metrics,” the Compensation Committee approved consolidated organic revenue and adjusted organic operating income as the primary performance measures under the AIP for determining incentive amounts for our NEOs in fiscal 2024. When discussing consolidated organic revenue, the term consolidated refers to consolidation across all segments of the Company’s business; when setting the goal, we considered scenarios with and without the impact of projected acquisitions to understand how our organic revenue goals related to overall revenue goals for the year, including the positive boost from the mid-year addition of inorganic revenue. For fiscal 2024, the bonus pool under the AIP was measured

  88. AIP Structure

    | (i) | 30% based on first half adjusted organic operating income, which was paid after the close of our second quarter, | | (ii) | 30% based on second half adjusted organic operating income, and | | (iii) | 40% based on full year organic revenue, which would be paid after the close of our fiscal 2024. |

  89. AIP Structure

    Our rationale for having more emphasis on operating income than revenue is to ensure that growth is achieved profitably. We also continued to use a strategic measure in the AIP for fiscal 2024 that acts as a modifier to the AIP payout. The Compensation Committee believes that focusing on specific operational objectives incentivizes achievement of key milestones that are not directly tied to near-term financial performance but are critical to potential future growth. While the Compensation Committee may adjust payouts by up to 20% in either direction for achievement of the strategic measures, we have structured these objectives to minimize any subjectivity or discretion when considering any adjustment.

  90. AIP Financial Goals

    AIP Financial Goals Due to the significant impact of market conditions on the Company’s performance in 2023, and the expected continuation of these challenges in the near-term, the Compensation Committee determined that fiscal 2024 targets for both adjusted organic operating income and consolidated organic revenue metrics would need to be lower than actual results for those metrics in fiscal 2023 in order for them to be motivational. Furthermore, our outlook for adjusted organic operating income for fiscal 2024 varied dramatically across the first half and second half of the year, based on when we expected overall demand to recover for certain market sectors we supply.

  91. AIP Financial Goals

    | 54 | 2024 Proxy Statement |

  92. AIP Financial Goals

    The decline in business performance in fiscal 2024 was anticipated to be severe, and we did not think our business outlook merited paying 100% of target bonus for achieving our expectations based on our business outlook. Instead, the Compensation Committee:

  93. AIP Financial Goals

    | ● | used the business outlook to inform goals for payouts at 50%, | | ● | established “stretch” goals well beyond our business outlook for 100% and 200% payout, and | | ● | on a one-time basis for fiscal 2024, established a new threshold payment level for the adjusted organic operating income level at 25% and a new payment level at 75% for the consolidated organic revenue level. |

  94. AIP Financial Goals

    Based on the analysis of the factors noted above, the Compensation Committee was confident that metrics and targets established for fiscal 2024 were “stretch” goals that would be difficult to attain but properly incentivize the NEOs and the full employee base throughout the year to maximize Company performance and stockholder value creation. The Compensation Committee carefully evaluated the full incentive payout scales to ensure that even though the targets reflected an anticipated down year, the achievement scales would require substantial overperformance to achieve payouts at target level and above. In retrospect, the fiscal 2024 goals proved difficult to attain, even though they were set at levels reduced from fiscal 2023, and the result was that there was limited achievement under the performance objectives for our AIP, clearly demonstrating the alignment and commitment to the philosophy and design elements of pay and performance.

  95. AIP Financial Goals

    | Financial Goal | Fiscal 2023 Actual ($) | Operating Income Threshold ($) | Organic Revenue Threshold ($) | | | Maximum ($) | | | | 25% Payout | 50% Payout | 75% Payout | 100% Payout | 200% Payout | | 1st Half Adjusted Organic Operating Income 30% weight paid in cash | 254.1M | 9M | 15M | n/a | 35M | 67.5M | | 2nd Half Adjusted Organic Operating Income 30% weight paid in equity | 89.1M | 73M | 122M | n/a | 142M | 174.5M | | Consolidated Organic Revenue 40% weight paid in equity | 1,767M | n/a | 1,537M | 1,603M | 1,637M | 1,800M |

  96. AIP Financial Goals

    The bonus pool created under the AIP with respect to any performance measure is based on a linear interpolation between threshold performance (25% payout for adjusted organic operating income; 50% payout for consolidated organic revenue) and each performance point in the table below, up to maximum performance (200% payout).

  97. AIP PSU Award

    AIP PSU Award 70% of the fiscal 2024 AIP, comprising the 30% based on second half organic operating income and 40% based on full year organic revenue was granted as a PSU award. The number of PSUs earned would be determined when performance was certified after year-end performance. The use of shares for this portion of the award in 2024 was done to further underscore alignment with stockholders. 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 2023.

  98. AIP Strategic Modifier

    AIP Strategic Modifier In fiscal 2024, we also continued to use a strategic measure for the AIP that acts as a modifier to the AIP payout. The Compensation Committee believes that focusing on specific operational objectives incentivizes achievement of key milestones that are not directly tied to near-term financial performance but are critical to potential future revenue growth or operating income. While the Compensation Committee may adjust payouts by up to 20% in either direction for achievement of the strategic measures, we have structured these objectives to minimize any subjectivity or discretion when considering any adjustment. Historically, our Compensation Committee has applied this AIP modifier conservatively. Since 2016, we applied a decrease of 10% three times (in the first and second halves of fiscal 2017, and in the first half of fiscal 2018), a decrease of 7.5% once in the first half of fiscal 2022, and an increase of 10% once (in the second half of fiscal 2020).

  99. AIP Strategic Modifier

    | | 55 |

  100. AIP Strategic Modifier

    The strategic measures for the AIP modifier for fiscal 2024 compensation for our NEOs included the following metrics:

  101. AIP Strategic Modifier

    | ● | Product defect correction turnaround times | | ● | Product quality defined by yield rates | | ● | New product development and qualification milestones; and | | ● | Customer satisfaction ratings |

  102. AIP Strategic Modifier

    Each of these strategic measures was designed to be quantitative and/or objectively measurable and was selected due to its direct connection to the delivery of future revenue and operating income. Having considered the Company’s achievement of each strategic measure, as well as the Company’s overall financial performance, the Compensation Committee did not apply an AIP modifier for fiscal 2024.

  103. AIP Target Incentive Opportunities

    AIP Target Incentive Opportunities We have designated an AIP target incentive opportunity for each of our executive officers as a percentage of the executive’s annual base salary. This target incentive opportunity for a given fiscal year is multiplied by the payout percentage for that year, as determined by our Compensation Committee, to determine the amount of any AIP payment to the executive for that period. Generally, we establish the initial AIP target incentive opportunities of our executive officers through arm’s-length negotiation at the time of hire taking into account his or her position, qualifications, experience, prior salary level, and the AIP target incentive opportunities of our other executive officers at similar levels. Thereafter, our Compensation Committee reviews the AIP target incentive opportunity of each NEO annually together with the NEO’s base salary in light of total target cash compensation information for similar positions and titles at companies in our compensation peer group and the survey data, and also considers the input from our management team as described above. In fiscal 2024, we made no changes to target incentive opportunities for our continuing named executive officers other than in connection with the promotions described below. The target dollar opportunities under the fiscal 2024 AIP were determined based on the salaries of the relevant NEO without regard to the one-year reduction in base salary. On September 1, 2023, the Compensation Committee approved compensation changes for two officers in connection with promotions. In connection with Vincent Retort’s promotion to president, industrial tech and chief business officer in the Company’s reorganization, the Compensation Committee approved an increase in Mr. Retort’s target incentive opportunity under the AIP from 90% of annual base salary to 100% of annual base salary. In connection with Wupen Yuen’s promotion to his current office of president, cloud and networking, the Compensation Committee approved an increase in Mr. Yuen’s target incentive opportunity under the AIP from 75% of annual base salary to 100% of annual base salary, a change made to reflect Mr. Yuen’s significantly increased duties and responsibilities. Taken together with the 25% increase to Mr. Yuen’s base salary in connection with that promotion, this resulted in a 67% increase in the dollar value of Mr. Yuen’s AIP target incentive opportunity. On March 4, 2024, Jae Kim was appointed Lumentum’s senior vice president, general counsel and secretary. In connection with this appointment and based on arm’s length negotiation, the Compensation Committee approved an initial AIP target incentive opportunity of 75% of annual base salary and a $300,000 sign-on incentive bonus for Mr. Kim. The sign-on incentive bonus was designed to compensate for the annual incentive opportunity that Mr. Kim forfeited by leaving his prior employer to join the Company. As negotiated at the time of his hiring, Mr. Kim’s fiscal 2024 bonus was paid in cash at target for fiscal 2024 with the amount pro-rated based on his service during fiscal 2024.

  104. AIP Target Incentive Opportunities

    | | AIP Target Incentive Opportunity for Fiscal 2023 (as a percentage of base salary) | AIP Target Incentive Opportunity for Fiscal 2024 (as a percentage of base salary) | % Increase | | Alan Lowe | 120% | 120% | 0.0% | | Wajid Ali | 90% | 90% | 0.0% | | Vincent Retort | 90% | 100% | 11.1% | | Wupen Yuen | 75% | 100% | 33.3% | | Jae Kim | N/A | 75% | N/A | | Jason Reinhardt | 90% | 90% | 0.0% | | Judy Hamel | 75% | 75% | 0.0% |

  105. AIP Target Incentive Opportunities

    | 56 | 2024 Proxy Statement |

  106. AIP Achievement

    AIP Achievement Following the end of fiscal 2024, the Compensation Committee reviewed the achievement of the performance measures under the AIP and determined that: (i) our first half adjusted organic operating income performance was at 38.3% of target, (ii) our second half adjusted organic operating income performance and our consolidated organic revenue performance were under the threshold, so no portion of the target incentive was earned for either of these metrics. As discussed previously, no AIP modifier was applied and the total fiscal 2024 AIP payouts for our NEOs were 13% as shown in the table below, all of which was paid in cash because it related to the 30% of the total target incentive that would be payable in cash.

  107. AIP Achievement

    | Fiscal 2024 AIP Metric | Fiscal 2024 Actual ($) | Perf. as % of Target Required for 50% Payout (%) | Payout (%) | | 1st Half Adjusted Organic Operating Income 30% weight paid in cash | 13.4M | 89.3% | 43.3% | | 2nd Half Adjusted Organic Operating Income 30% weight paid in shares | 5.7M | 4.7% | 0.0% | | Consolidated Organic Revenue 40% weight paid in shares | 1,159.7M | 75.5% | 0.0% | | TOTAL | | | 13.0% |

  108. Fiscal 2024 Long-Term Incentive Plan

    Fiscal 2024 Long-Term Incentive Plan

  109. Fiscal 2024 Long-Term Incentive Plan

    | LONG-TERM INCENTIVES Objective/Purpose: To promote long-term thinking and long-term value creation, drive achievement of multi-year strategic objectives, align our executives’ interest with those of our stockholders, and reward sustained excellence in execution. |

  110. Fiscal 2024 Long-Term Incentive Plan

    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 new hires, promotions or to provide an additional retention incentive. Our long-term incentives 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.

  111. Fiscal 2024 Long-Term Incentive Structure

    Fiscal 2024 Long-Term Incentive Structure

  112. Fiscal 2024 Long-Term Incentive Structure

    | | Performance Stock Units (PSUs) | ●70% of PSUs vesting at the end of three years based on the achievement of annual revenue growth goals from fiscal 2024 through fiscal 2026 ●30% of PSUs vesting at the end of three years based on the achievement of strategic and sustainability goals by the end of fiscal 2026 | | | Restricted Stock Units (RSUs) | ●RSUs vesting over three years based on continued service |

  113. Fiscal 2024 Long-Term Incentive Structure

    In fiscal 2024, 50% of each NEO’s long-term incentive award 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 the AIP are described above under Annual Incentive Plan and not included in this section. Time-based RSUs are granted to our NEOs in fiscal 2024 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 rationale for time-based RSUs is primarily retention with an alignment to stockholder interests based on equity valuation, and the vesting schedule is consistent with common industry practice in the space in which we compete. 2024 PSUs have a 3-year performance period, covering fiscal 2024-2026. 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. The PSUs are designed to reward our NEOs for creation of long-term Company performance through aggressive financial and strategic progress objectives that we believe will create long-term stockholder value.

  114. Fiscal 2024 Long-Term Incentive Structure

    | | 57 |

  115. Fiscal 2024 PSU Structure

    Fiscal 2024 PSU Structure

  116. Fiscal 2024 PSU Structure

    | Metric and Weighting | FY 2026 Total Revenue 70% | 3-Year Strategic Progress Objectives 30% | | Metric Rationale | Revenue growth is the most critical financial metric in challenging markets to ensure our ability to execute our new strategy, to grow profitability, and to invest in future generations of our products. (To illustrate the Compensation Committee’s responsiveness to the business environment, prior PSU cycles have included EPS as the primary metric.) | Our PSU design is one of the few in the market that has objective non-financial goals that directly link to payout scales without discretion. We believe it demonstrates our commitment to long-term responsible value creation. The objectives are in 3 categories: Product, Sustainability, and Human Capital/Leadership; these are described in more detail in the sections below. | | Goal Setting | Revenue goals are based on a multi-year planning analysis that is reviewed by the full Board. Goals and resulting achievement levels are reviewed against internal plans, as growth rates from current levels, relative to expected market growth, and relative to investor community expectations to ensure their appropriateness. | The Compensation Committee worked closely with management to establish individually weighted goals that are clearly defined and quantitatively or verifiably measurable on a pass/fail basis, and not subject to qualitative judgment or discretion. | | Upside / Downside | The total revenue component can be earned at up to 300% of target. The Compensation Committee established this higher earning potential to recognize the criticality of revenue growth to our financial success. If threshold revenue goals are not met, this portion is earned at 0% of target. | The strategic progress objectives component can be earned at up to 150% of target. The Compensation Committee established this earning potential at a lower maximum due to the nature of the goals and because of our limited experience with the use of and results of performance against strategic progress objectives. If a threshold number of points are not earned, this portion is earned at 0% of target. | | | Aggregate PSU earning is capped at 200% of target if the sum of the two components exceeds 200%. | Aggregate PSU earning is capped at 200% of target if the sum of the two components exceeds 200%. | | Banking in Interim Years | Up to 1/3 of the target amount of Total Revenue PSUs can be “banked” in fiscal 2024 and fiscal 2025 based on revenue performance. “Banked” units will not vest until the end of year 3 when performance for the entire period is certified. The intent of this “banking” structure is to appropriately balance long-term achievement with the year-to-year variability in the business environment, especially in consideration of the recent macroeconomic conditions facing our industry. For example, if fiscal 2025 revenue exceeds a pre-established target, then 1/3 of the 2024-2026 Total Revenue PSUs is considered earned at target and will be eligible to vest with continued service through the end of the end of the PSU cycle even if the fiscal 2026 revenue goal is not met. Note: Banking has been removed from FY2025 PSU based on stockholder feedback and a desire to decrease complexity and increase long-term focus of the PSU. | The Three-Year Strategic Progress Objectives component cannot be banked. |

  117. Fiscal 2024 PSU Structure

    | 58 | 2024 Proxy Statement |

  118. Fiscal 2024 Long-Term Incentive Award Target Opportunities

    Fiscal 2024 Long-Term Incentive Award Target Opportunities The size of annual equity awards for our NEOs is determined by the Compensation Committee, taking into account each executive’s role, performance, and data from our compensation peer group and compensation surveys.

  119. Fiscal 2024 Long-Term Incentive Award Target Opportunities

    | | Value of Equity Awards Granted | Shares Awarded(1) | | Alan Lowe | 10,200,000 | 191,164 | | Wajid Ali | 3,500,000 | 65,595 | | Vincent Retort | 4,200,000 | 78,714 | | Wupen Yuen(2) | 4,750,000 | 89,022 | | Jae Kim(3) | 2,000,000 | 41,148 | | Jason Reinhardt | 2,600,000 | 48,728 | | Judy Hamel | 1,950,000 | 36,546 |

  120. Fiscal 2024 Long-Term Incentive Award Target Opportunities

    | (1) The number of actual shares per grant award was determined using the volume-weighted average price for the month of July 2023, which was $53.3574. | | (2) $1,000,000 of Mr. Yuen’s award shown in the table below was granted due to his promotion, all in the form of time-based RSUs and the remaining $3,750,000 was split evenly between time-based RSUs and PSUs. | | (3) The number of actual shares per grant for Mr. Kim’s awards was determined using the volume-weighted average price for the month of March 2024, which was $48.6050. |

  121. Achievement and Vesting of Fiscal 2022 PSUs

    Achievement and Vesting of Fiscal 2022 PSUs In fiscal 2022, each NEO’s annual equity awards included PSUs with a three-year performance period, evaluated and potentially vesting after the end of fiscal 2024. Like the fiscal 2024 PSUs, these grants are subject to attainment of goals relating to 3-year Total Revenue weighted 70% of the target opportunity, and goals relating to Strategic Progress Objectives measured over a three-year period, weighted 30% of the target opportunity. The performance period for these fiscal 2022 PSUs runs from the beginning of our fiscal 2022 to the end of our fiscal 2024. Total maximum payout for these fiscal 2022 PSUs (including both Total Revenue PSUs and Strategic Progress Objective PSUs) is 250%. Achievement on the fiscal 2022 PSUs is as follows:

  122. Achievement and Vesting of Fiscal 2022 PSUs

    | Total Revenue: 0% Payout 70 % weight | Strategic Progress Objectives: 130% Payout 30 % weight | Total Payout: 39% |

  123. Achievement and Vesting of Fiscal 2022 PSUs

    | | Fiscal 2022 PSUs Earned | | | | | | PSUs Awarded | Total Revenue | Strategic Progress Objectives | Total | | Alan Lowe | 51,615 | 0 | 20,217 | 20,217 | | Wajid Ali | 19,234 | 0 | 7,500 | 19,234 | | Vincent Retort | 23,626 | 0 | 9,123 | 9,123 | | Wupen Yuen(1) | 0 | 0 | 0 | 0 | | Jae Kim(1) | 0 | 0 | 0 | 0 | | Jason Reinhardt | 14,842 | 0 | 5,787 | 5,787 | | Judy Hamel | 10,904 | 0 | 4,251 | 4,251 |

  124. Achievement and Vesting of Fiscal 2022 PSUs

    | (1) Neither Mr. Yuen nor Mr. Kim was employed when FY2022 PSUs were granted; therefore they were not granted any fiscal 2022 PSUs |

  125. Achievement and Vesting of Fiscal 2022 PSUs

    | | 59 |

  126. Achievement and Vesting of Fiscal 2022 PSUs

    Detail on Fiscal 2022 PSU Total Revenue Goal and Achievement (70% weighting) The Compensation Committee determined that the Company’s fiscal 2024 total revenue did not meet the threshold performance level for vesting of these PSUs.

  127. FY2022-24 PSU Revenue Goal and Achievement $ US millions

    FY2022-24 PSU Revenue Goal and Achievement $ US millions These PSUs also provided the opportunity for interim “banking” of a portion of the award based on total revenue performance in fiscal 2022 and fiscal 2023. In each year, the threshold level of performance for such year’s interim total revenue goal was not met, and as a result no shares were banked. The resulting payout on the revenue element for the entire 3-year vesting period is 0%.

  128. FY2022-24 PSU Revenue Goal and Achievement $ US millions

    | Total Revenue Metric | Payout | Fiscal 2022 ($M) | Fiscal 2023 ($M) | Fiscal 2024 ($M) | | Threshold | 50% | 1,750 | 1,850 | 1,980 | | Target | 100% | 1,818 | 2,000 | 2,320 | | Exceed | 200% | n/a | n/a | 2,549 | | Maximum | 300% | n/a | n/a | 2,792 | | Actual | | 1,713 | 1,767 | 1,359 | | Banked | | 0% | 0% | | | Earned | | | | 0% |

  129. FY2022-24 PSU Revenue Goal and Achievement $ US millions

    Detail on Fiscal 2022 PSU Strategic Progress Objectives Achievement (30% weighting) The fiscal 2022 PSU Strategic Progress Objectives contain objective non-financial goals that directly link to payout scales without discretion, and we believe it demonstrates our commitment to long-term responsible value creation. The objectives are in 3 categories: Product, Sustainability, and Human Capital/Leadership, are individually weighted, and are individually evaluated on a pass/fail basis. In the Sustainability section, our goal was to reduce Greenhouse Gas Intensity by 25% from a baseline relative to fiscal 2021. We significantly exceeded this goal (see our forthcoming 2024 Sustainability Report for more information). We have set a number of Product goals related to each of our Cloud and Networking Platform and Industrial Tech Platform segments. Because these Product goals related to multi-year business goals that may still be in progress, it would be harmful to disclose most of these goals because their disclosure would give our competitors insight into our long-term product strategy and our timeline for introducing new products. Each of these Product goals was met or exceeded in the course of this three-year performance period. Our Human Capital/Leadership goals related to our workforce composition contain competitively sensitive information on goals that we do not generally disclose publicly. In the interests of stockholder transparency, however, we think it is worthwhile to disclose example goals in each of the Product and Human Capital/Leadership sections. In the Product category, one goal was to release our 6 kW Single Module Fiber Laser product to initial production manufacturing by the end of fiscal 2023. As a result of passing this goal, our 6 kW Single Module Fiber Laser product is currently in market and shipping. Finally, in the Human Capital / Leadership section, one goal was to increase the percentage of women in senior leadership positions at Lumentum to 23.19%, and we exceeded this goal.

  130. FY2022-24 PSU Revenue Goal and Achievement $ US millions

    | 60 | 2024 Proxy Statement |

  131. FY2022-24 PSU Revenue Goal and Achievement $ US millions

    The Compensation Committee determined that achievement against the strategic progress objectives resulted in 90 of the maximum 100 possible points being earned. The resulting payout on this element was 130% of target.

  132. FY2022-24 PSU Strategic Progress Objectives Achievement

    FY2022-24 PSU Strategic Progress Objectives Achievement

  133. FY2022-24 PSU Strategic Progress Objectives Achievement

    | Product 48 Points Possible 48 Points Achieved | Sustainability 12 Points Possible 12 Points Achieved | Human Capital/Leadership 40 Points Possible 30 Points Achieved | | The fiscal 2022 LTIP was the first cycle to include Strategic Progress Objectives. The Compensation Committee is continuing to learn what objectives are most effective to include as Strategic Progress Objectives, how to set appropriately rigorous goals, and how to balance this component vs. other metrics. For the fiscal 2025 LTIP PSUs, we have reduced the weighting of the Strategic Progress Objectives component from 30% to 25% to allow us to include a metric related to relative total stockholder return based on feedback we heard from our stockholder outreach. | | |

  134. Fiscal 2023 and 2024 Performance-Based Long-Term Incentive Plans

    Fiscal 2023 and 2024 Performance-Based Long-Term Incentive Plans No Units Banked in Fiscal 2024 The PSUs granted as part of the fiscal 2023 and fiscal 2024 LTIP programs are currently in the middle of their performance measurement periods, with achievement and vesting at the end of fiscal 2025 and 2026, respectively. Both of these PSU programs provide the “banking” opportunity described in the section above based on fiscal 2024 total revenue achievement. This means that in addition to the threshold, target, exceed and maximum goals for the end of the three-year period, threshold and target goals for total revenue are set for “banking” purposes at the beginning of the three-year performance period for each of the first two years of the performance period. Achievement against these mid-cycle total revenue goals is evaluated for potential “banking” during the performance period. Fiscal 2024 total revenue thresholds were not attained for either of these two in-cycle PSU awards. As a result, no shares were “banked” in fiscal 2024 for payout at the end of the performance period, as shown below:

  135. Fiscal 2023 and 2024 Performance-Based Long-Term Incentive Plans

    | Fiscal 2023 PSUs Total Revenue Metric(1) | Payout | Fiscal 2023 ($M) | Fiscal 2024 ($M) | | Threshold | 50% | 1,820 | 1,934 | | Target | 100% | 2,150 | 2,295 | | Actual | | 1,767 | 1,359 | | Banked | | 0% | 0% |

  136. Fiscal 2023 and 2024 Performance-Based Long-Term Incentive Plans

    | | 61 |

  137. Fiscal 2023 and 2024 Performance-Based Long-Term Incentive Plans

    | Fiscal 2024 PSUs Total Revenue Metric(1) | Payout | Fiscal 2024 ($M) | | Threshold | 50% | 1,400 | | Target | 100% | 1,550 | | Actual | | 1,359 | | Banked | | 0% |

  138. Fiscal 2023 and 2024 Performance-Based Long-Term Incentive Plans

    | (1) Complete disclosure of achievement against performance goals, including Exceed and Max goals for each three-year performance period, will be provided at the end of each performance period. |

  139. Fiscal 2023 and 2024 Performance-Based Long-Term Incentive Plans

    Note that banking has been removed for PSU cycles beginning with fiscal 2025, so the final period where shares may be banked will be for the fiscal 2024 PSUs based on fiscal 2025 achievement.

  140. Historical Chief Executive Officer Compensation

    Historical Chief Executive Officer Compensation During the extensive stockholder outreach in fiscal 2024, some stockholders raised questions regarding the alignment of the Company’s performance and CEO compensation. The Compensation Committee believes our compensation programs are responsive to both operational performance and stock price, even though such positive or negative impact may be delayed due to the nature of the multi-year overlapping compensation program cycles. To illustrate, the section below outlines detail on the relationship between CEO pay and performance over time. In designing Mr. Lowe’s compensation packages in the last five years, our Board and Compensation Committee sought to deliver market-competitive compensation commensurate with Mr. Lowe’s capabilities and experience, and reflective of the considerable effort of leading the Company through numerous strategic and operational challenges. The charts below illustrate the Mr. Lowe’s pay and Company payouts over the past five years. Mr. Lowe’s target total compensation was unchanged from fiscal 2023 to fiscal 2025. Meanwhile, Mr. Lowe’s total realized compensation decreased year-over-year beginning in fiscal 2022, driven by the Company’s stock performance and by the outcomes of the Company’s AIP and LTIP programs. The realized compensation over the five-year period shown was also impacted by changes in the vesting schedule of the Company’s PSUs as the program transitioned from a one-year to a three-year program between 2019 and 2022.

  141. Fiscal 2024 Realized Compensation Calculations ($000s)

    | Pay Element | Realized Pay | | Salary | $900 | | AIP Cash | $156 | | AIP PSU | $0 | | RSU | $2,845 | | PSU | $952 | | TOTAL | $4,854 |

  142. Fiscal 2024 Realized Compensation Calculations ($000s)

    | (1) Lumentum’s AIP payouts have declined significantly over the past 5 years | | (2) Lumentum’s PSU cycles have typically trended downward, except for FY2021-FY2023 PSU cycle which included two ‘banked’ portions of the award |

  143. 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 on their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. For detail on these protections, see “Employment Agreement with Mr. Lowe” and “2015 Change in Control and Severance Benefits Plan, as amended” sections below.

  144. 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 June 29, 2024 and, to the extent required under the SEC executive compensation rules, the fiscal years ended July 1, 2023 and July 2, 2022.

  145. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Alan Lowe President and Chief Executive Officer | 2024 | 903,846 | | 11,003,208 | 155,988 | 14,024 | 12,077,066 | | | 2023 | 980,769 | | 12,528,619 | 382,320 | 14,024 | 13,905,732 | | | 2022 | 880,769 | | 8,901,523 | 1,006,452 | 5,000 | 10,793,744 | | Wajid Ali Executive Vice President, Chief Financial Officer | 2024 | 515,904 | | 3,837,416 | 65,047 | 4,122 | 4,422,489 | | | 2023 | 549,077 | | 4,385,372 | 159,427 | 3,666 | 5,097,242 | | | 2022 | 516,154 | | 3,317,096 | 436,129 | — | 4,269,379 | | Vincent Retort President, Industrial Tech and Chief Business Officer | 2024 | 515,904 | | 4,573,905 | 69,852 | 23,981 | 5,183,642 | | | 2023 | 549,077 | | 5,164,915 | 159,427 | 19,478 | 5,892,897 | | | 2022 | 516,067 | | 4,074,540 | 436,129 | 5,000 | 5,031,736 | | Wupen Yuen President, Cloud & Networking | 2024 | 449,433 | | 5,085,816 | 60,025 | 13,069 | 5,608,344 | | Jae Kim(5) Senior Vice President, General Counsel and Secretary | 2024 | 130,530 | 228,750 | 1,720,398 | — | 3,491 | 2,083,169 | | Jason Reinhardt Former Executive Vice President, General Manager of Imaging and Sensing | 2024 | 440,745 | | 2,889,588 | 55,571 | 8,666 | 3,394,571 | | | 2023 | 470,577 | | 3,312,032 | 136,202 | 8,210 | 3,927,020 | | | 2022 | 450,250 | | 2,559,651 | 377,653 | 5,000 | 3,392,554 | | Judy Hamel Former Senior Vice President, General Counsel and Secretary | 2024 | 465,490 | | 2,199,365 | 47,674 | 11,288 | 2,723,818 | | | 2023 | 482,846 | | 2,528,936 | 116,847 | 11,307 | 3,139,936 | | | 2022 | 450,654 | | 1,880,504 | 319,409 | 5,000 | 2,655,567 |

  146. Summary Compensation Table

    | (1) Actual salary earned during fiscals 2024, 2023, or 2022, 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 2024 PSUs including AIP PSU awards, $5,920,157 (Mr. Lowe), $2,093,218 (Mr. Ali), $2,480,900 (Mr. Retort), $2,220,371 (Mr. Yuen), $860,199 (Mr. Kim), $1,593,911 (Mr. Reinhardt), and $1,227,607 (Ms. Hamel),; for fiscal 2023 PSUs, $6,848,898 (Mr. Lowe), $2,436,470 (Mr. Ali), $2,826,195 (Mr. Retort), $1,864,270 (Mr. Reinhardt), $1,443,115 (Ms. Hamel); and for fiscal 2022 PSUs, $4,429,599 (Mr. Lowe), $1,650,662 (Mr. Ali), $2,027,583 (Mr. Retort), $1,273,740 (Mr. Reinhardt), $935,781 (Ms. Hamel). Assuming the highest level of performance is achieved under the applicable performance measures for 2024 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 2024 PSUs, including AIP PSU awards, $11,003,155 (Mr. Lowe), $2,093,218 (Mr. Ali), $2,480,900 (Mr. Retort), $2,220,371 (Mr. Yuen), $860,199 (Mr. Kim, $1,593,911 (Mr. Reinhardt), $1,227,607 (Ms. Hamel); for fiscal 2023 PSUs, $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); and 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). | | (3) Non-Equity Incentive Plan Compensation for fiscals 2024, 2023, or 2022 was paid pursuant to the Lumentum Annual Incentive Plan ("AIP"). Except for Mr. Kim, for fiscal 2024, the Non-Equity Incentive Plan Compensation reflects the cash payout for the first half of Fiscal 2024. The second half payout for fiscal 2024 was paid in PSUs and the grant date fair value of such PSUs is reflected in the Stock Award column assuming achievement at target. Pursuant to Mr. Kim’s offer letter, his bonus under the AIP was paid in cash at target for discal year 2024 with the amount pro-rated based on his service during fiscal year 2024. See “Fiscal 2024 Annual Incentive Plan” for an additional discussion. | | (4) All amounts represent 401(k) matching, imputed income for group term life insurance and HSA employer matching contributions by Lumentum. In fiscal 2024, All Other Compensation for Mr. Retort included $18,981 of imputed income for group term life insurance and All Other Compensation for Mr. Yuen included $2,989 of imputed income for group term life insurance. | | (5) Mr. Kim joined the Company in March 2024. The amount in the “Bonus” column represents the prorated amount of (i) a $300,000 sign-on incentive bonus designed to compensate Mr. Kim for the annual incentive opportunity forfeited by leaving his prior employer and (ii) a guaranteed cash bonus under the AIP equal to 75% of annual base salary, all of which were negotiated at the time of Mr. Kim’s hiring. |

  147. Summary Compensation Table

    | | 65 |

  148. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table sets forth information with respect to plan-based compensation in fiscal 2024 to each NEO, including cash incentive opportunities for 1H fiscal 2024 under the AIP and equity in the form of RSUs and PSUs, including PSU awards for 2H fiscal 2024 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.

  149. 2024 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 | 90,000 | 360,000 | 720,000 | | | | | | | | 8/23/2023 | | | | 47,791 | 95,581 | 191,162 | | 5,082,998 | | | 8/23/2023 | | | | | | | 95,582 | 5,083,051 | | | 8/23/2023(3) | | | | 7,871 | 15,742 | 31,484 | | 837,160 | | Wajid Ali | N/A | 37,530 | 150,120 | 300,240 | | | | | | | | 8/23/2023 | | | | 16,399 | 32,797 | 65,594 | | 1,744,144 | | | 8/23/2023 | | | | | | | 32,798 | 1,744,198 | | | 8/23/2023(3) | | | | 3,282 | 6,564 | 13,128 | | 349,074 | | Vince Retort | N/A | 40,302 | 161,209 | 233,419 | | | | | | | | 8/23/2023 | | | | 19,679 | 39,357 | 78,714 | | 2,093,005 | | | 8/23/2023 | | | | | | | 39,357 | 2,093,005 | | | 8/23/2023(3) | | | | 3,647 | 7,294 | 14,588 | | 387,895 | | Wupen Yuen | N/A | 34,633 | 138,531 | 277,062 | | | | | 351,626 | | | 8/23/2023 | | | | 17,570 | 35,140 | 70,280 | | 1,868,745 | | | 8/23/2023 | | | | | | | 35,140 | 1,868,745 | | | 8/23/2023(3) | | | | 3,306 | 6,612 | 13,224 | | 351,626 | | | 8/23/2023(4) | | | | | | | 18,742 | 996,700 | | Jae Kim | 4/15/2024 | | | | 10,287 | 20,574 | 41,148 | | 860,199 | | | 4/15/2024 | | | | | | | 20,574 | 860,199 | | Jason Reinhardt | N/A | 32,063 | 128,250 | 256,500 | | | | | | | | 8/23/2023 | | | | 12,182 | 24,364 | 48,728 | | 1,295,678 | | | 8/23/2023 | | | | | | | 24,364 | 1,295,678 | | | 8/23/2023(3) | | | | 2,804 | 5,608 | 11,216 | | 298,233 | | Judy Hamel | N/A | 27,506 | 110,025 | 220,050 | | | | | | | | 8/23/2023 | | | | 9,137 | 18,273 | 36,546 | | 971,758 | | | 8/23/2023 | | | | | | | 18,273 | 971,758 | | | 8/23/2023(3) | | | | 2,405.5 | 4,811 | 9,622 | | 255,849 |

  150. 2024 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 2024 at threshold of 25%, target at 100% and maximum of 200%. | | (3) Reflects AIP PSUs for 2H fiscal 2024 at threshold of 50%, target at 100% and maximum of 200%. | | (4) Reflects a grant to Mr. Yuen in connection with his promotion to President, Cloud & Networking. |

  151. 2024 Grants of Plan-Based Awards Table

    | 66 | 2024 Proxy Statement |

  152. 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 2024.

  153. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Alan Lowe | 08/31/2021 | 4,301 | 219,007 | | | | | 09/10/2021 | | | 51,615(3) | 2,628,236 | | | 08/24/2022 | 25,979 | 1,322,851 | | | | | 08/24/2022 | | | 62,345(4) | 3,174,607 | | | 08/23/2023 | | | 15,742(5) | 801,583 | | | 08/23/2023 | 95,582 | 4,867,035 | | | | | 08/23/2023 | | | 95,581(6) | 4,866,985 | | Wajid Ali | 08/31/2021 | 1,602 | 81,574 | | | | | 09/10/2021 | | | 19,234(3) | 979,395 | | | 08/24/2022 | 8,915 | 453,952 | | | | | 08/24/2022 | | | 21,393(4) | 1,089,332 | | | 08/23/2023 | | | 6,564(5) | 334,239 | | | 08/23/2023 | 32,798 | 1,670,074 | | | | | 08/23/2023 | | | 32,797(6) | 1,670,023 | | Vince Retort | 8/31/2021 | 1,968 | 100,211 | | | | | 9/10/2021 | | | 23,626(3) | 1,203,036 | | | 8/24/2022 | 10,698 | 544,742 | | | | | 8/24/2022 | | | 25,671(4) | 1,307,167 | | | 8/23/2023 | | | 7,294(5) | 371,410 | | | 8/23/2023 | 39,357 | 2,004,058 | | | | | 8/23/2023 | | | 39,357(6) | 2,004,058 | | Wupen Yuen | 8/03/2022 | 842 | 42,875 | | | | | 8/03/2022 | 2,466 | 125,569 | | | | | 8/03/2022 | | | 1,410 | 71,797 | | | 8/23/2022 | 2,548 | 129,744 | | | | | 8/24/2022 | | | 6,112(4) | 311,223 | | | 8/23/2023 | | | 6,612(5) | 336,683 | | | 8/23/2023 | 35,140 | 1,789,329 | | | | | 8/23/2023 | 18,742 | 954,343 | | | | | 8/23/2023 | | | 35,140(6) | 1,789,329 | | Jae Kim | 4/15/2024 | 20,574 | 1,047,628 | | | | | 4/15/2024 | | | 20,574(6) | 1,047,628 | | Jason Reinhardt | 8/31/2021 | 1,236 | 62,937 | | | | | 9/10/2021 | | | 14,842(3) | 755,755 | | | 8/24/2022 | 6,623 | 337,243 | | | | | 8/24/2022 | | | 15,892(4) | 809,221 | | | 8/23/2023 | | | 5,608(5) | 285,559 | | | 8/23/2023 | | | 24,364(6) | 1,240,615 | | | 8/23/2023 | 24,364 | 1,240,615 | | |

  154. Outstanding Equity Awards at Fiscal Year-End Table

    | | 67 |

  155. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Judy Hamel | 8/31/2021 | 908 | 46,236 | | | | | 9/10/2021 | | | 10,904(3) | 555,232 | | | 8/24/2022 | 4,967 | 252,920 | | | | | 8/24/2022 | | 257,668 | 11,919(4) | 606,916 | | | 8/23/2023 | | | 4,811(5) | 244,976 | | | 8/23/2023 | | | 18,273(6) | 930,461 | | | 8/23/2023 | 18,273 | 930,461 | | |

  156. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) 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. | | (2) Amounts reflecting market value of RSUs and PSUs are based on the price of $50.92 per share, which was the closing price of our common stock as reported on NASDAQ on June 28, 2024, 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. | | (3) 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. | | (4) 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. | | (5) PSUs that vest based upon the Company’s performance in fiscal 2024 for full year organic revenue and second half adjusted organic operating income targets under the Annual Incentive Plan. The PSU share amounts and values in the table above are based on target achievement. No shares were earned or vested based on failure to achieve performance targets. | | (6) PSUs that vest based upon the Company’s performance in fiscals 2024, 2025 and 2026 and cumulative performance for fiscals 2024, 2025 and 2026, 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. |

  157. Stock Vested in 2024

    Stock Vested in 2024 The following table sets forth information on vesting of equity awards during fiscal 2024 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.

  158. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Alan Lowe | 76,913 | 3,797,684 | | Wajid Ali | 27,452 | 1,355,648 | | Vincent Retort | 32,961 | 1,626,531 | | Wupen Yuen | 9,244 | 471,698 | | Jae Kim | — | — | | Jason Reinhardt | 20,649 | 1,019,906 | | Judy Hamel | 15,217 | 752,121 |

  159. Stock Vested in 2024

    | (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. |

  160. Stock Vested in 2024

    | 68 | 2024 Proxy Statement |

  161. 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.

  162. CEO Pay Ratio

    | CEO annual total compensation as reported in Summary Compensation Table: | $12,077,066 | | Median employee annual total compensation: | $20,018 | | Ratio of our CEO to median employee: | 603 to 1 |

  163. CEO Pay Ratio

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

  164. CEO Pay Ratio

    | ● | We identified the median employee by reviewing the fiscal 2024 salary (or wages plus overtime and other compensation components, as applicable) and annual cash bonus paid to all employees worldwide as of July 1, 2024; | | ● | We included employees working on a full-time and part-time basis, which includes employees integrated from recent acquisitions; | | ● | 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 2024 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. |

  165. Pay Versus Performance

    Pay Versus Performance Summary Compensation Table, the “compensation actually paid” to our PEO (Alan Lowe, Chief Executive Officer since 2015) and on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, our prior peer group TSR (NASDAQ 100 Technology Sector Index), our peer group TSR (S&P Telecom Select Industry Index), our net income, and revenue.

  166. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Table Total for non-PEO NEOs(2) | Total Shareholder Return(4) | Prior Peer Group Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | Net Income (Loss) ($M)(5) | Revenue ($M)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2024 | $12,077,066 | $9,284,053 | $3,864,547 | $3,201,388 | $66.89 | $186.44 | $121.02 | ($546.5) | $1,359.2 | | 2023 | $13,905,732 | $6,157,896 | $4,514,349 | $2,014,899 | $74.52 | $139.07 | $119.47 | ($131.6) | $1,767.0 | | 2022 | $10,793,744 | $10,940,691 | $3,837,309 | $3,910,681 | $102.22 | $108.03 | $119.35 | $198.9 | $1,712.6 | | 2021 | $10,299,689 | $12,146,329 | $3,551,321 | $4,214,728 | $109.64 | $149.90 | $153.25 | $397.3 | $1,742.8 |

  167. 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 in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” |

  168. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated 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. |

  169. Pay Versus Performance

    | | 69 |

  170. Pay Versus Performance

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

  171. Pay Versus Performance

    | Fiscal Year | | Summary Compensation Table Total (a) | Subtract Grant Date Fair Value of Stock Awards (b) | Add Fair Value at Fiscal Year-end of Outstanding and Unvested Options Awards and Stock Awards Granted in Fiscal Year (a) | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (b) | Adjust for Change in Fair Value of Outstanding Option Awards and Stock Awards Granted in Prior Fiscal Years for Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (c) | Subtract Fair Value of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year (c) | CAP (c) | | 2024 | PEO | $12,077,066 | ($11,003,208) | $9,734,020 | ($496,704) | $0 | ($1,027,121) | $9,284,053 | | | Non-PEO NEOs | $3,864,547 | ($3,384,415) | $3,053,104 | ($112,027) | $0 | ($219,821) | $3,201,388 | | 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 |

  172. 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. |

  173. Pay Versus Performance

    | (i-v) | The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: |

  174. Pay Versus Performance

    | (i) | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year; | | (ii) | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years from the end of the prior Fiscal Year to the end of the current Fiscal Year; | | (iii) | Change in Fair Value as of Vesting Date (compared to prior Fiscal Year End) of Option Awards and Stock Awards Granted in the Current Year and Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year; | | (iv) | Fair Value at Vesting Date of Option Awards and Stock Awards Granted in Fiscal Year; | | (v) | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year. |

  175. Pay Versus Performance

    | (c) “Compensation Actually Paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules |

  176. 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. |

  177. Pay Versus Performance

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

  178. Pay Versus Performance

    | 2024 | Wajid Ali, Vincent Retort, Jason Reinhardt, Judy Hamel, Wupen Yuen, and Jae Kim | | 2023 | Wajid Ali, Vincent Retort, Jason Reinhardt, and Judy Hamel | | 2022 | Wajid Ali, Vincent Retort, Jason Reinhardt, and Judy Hamel | | 2021 | Wajid Ali, Vincent Retort, Jason Reinhardt, and Judy Hamel |

  179. Pay Versus Performance

    | (4) TSR determined in Column (f) is based on the value of an initial fixed investment of $100 in LITE as of June 28, 2020. TSR determined in Column (g) is based on the value of an initial fixed investment of $100 in the NASDAQ 100 Technology Sector Index as of June 28, 2020. TSR determined in Column (h) is based on the value of an initial fixed investment of $100 in the S&P Telecom Select Industry Index as of June 28, 2020. |

  180. Pay Versus Performance

    | (5) The dollar amounts in Column (i) are LITE’s GAAP Net Income for each fiscal year (in millions). |

  181. Pay Versus Performance

    | (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 (j) are our GAAP Revenue for each fiscal year (in millions). |

  182. Pay Versus Performance

    | 70 | 2024 Proxy Statement |

  183. 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 remaining NEOs, with (i) our cumulative TSR, prior Peer Group TSR, and Peer Group TSR, (ii) our net income, and (iii) our Revenue, in each case, for the fiscal years 2021 through 2024. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

  184. Performance Measures

    | Most Important Performance Measures Driving Compensation Actually Paid | | Revenue | | Operating Income | | Strategic Progress Objectives |

  185. 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.

  186. 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.

  187. Non-Qualified Deferred Compensation

    | 72 | 2024 Proxy Statement |

  188. 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 June 29, 2024, 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 $50.92, the closing stock price on June 28, 2024, the last trading day of our most recent fiscal year.

  189. 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 | 17,880,303 | 6,875,982 | 17,880,303 | | | COBRA | 0 | 32,679 | 43,572 | | | Total | 17,880,303 | 11,308,551 | 22,323,875 | | Wajid Ali | Salary | 0 | 556,000 | 1,112,000 | | | AIP(3) | 0 | 352,379 | 1,000,800 | | | Equity Awards | 6,278,589 | 2,502,565 | 6,278,589 | | | COBRA | 0 | 23,157 | 34,736 | | | Total | 6,278,589 | 3,434,101 | 8,426,124 | | Vincent Retort | Salary | 0 | 556,000 | 1,112,000 | | | AIP(3) | 0 | 352,240 | 704,481 | | | Equity Awards | 7,534,683 | 3,003,414 | 7,534,683 | | | COBRA | 0 | 23,169 | 34,754 | | | Total | 7,534,683 | 3,934,824 | 9,385,918 | | Wupen Yuen | Salary | 0 | 504,000 | 1,008,000 | | | AIP(3) | 0 | - | - | | | Equity Awards | 5,550,891 | 1,906,343 | 5,550,891 | | | COBRA | 0 | 21 | 32 | | | Total | 5,550,891 | 2,410,364 | 6,558,923 | | Jae Kim | Salary | 0 | 450,000 | 900,000 | | | AIP(3) | 0 | - | - | | | Equity Awards | 2,095,256 | 0 | 2,095,256 | | | COBRA | 0 | 32,010 | 48,015 | | | Total | 2,095,256 | 482,010 | 3,043,271 | | Jason Reinhardt(4) | | - | - | - | | Judy Hamel | Salary | 0 | 489,000 | 978,000 | | | AIP(3) | 0 | 383,769 | 767,537 | | | Equity Awards | 3,567,201 | 1,463,288 | 3,567,201 | | | COBRA | 0 | 21,352 | 32,028 | | | Total | 3,567,201 | 2,300,743 | 5,231,435 |

  190. 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 |

  191. Potential Payments upon a Termination or Change in Control

    | | 75 |

  192. Potential Payments upon a Termination or Change in Control

    | (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. | | (4) Mr. Reinhardt voluntarily left the Company in September 2024. In accordance with the Company’s policies, he did not receive severance benefits. |

  193. Lumentum Holdings Inc. 2015 Equity Incentive Plan

    | | (ii) | Nonemployee Director Compensation Limits. No Director who is not also an Employee shall be granted within any fiscal year of the Company one or more Awards pursuant to the Plan (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) which in the aggregate have a value in excess of $500,000. | | | (iii) | Minimum Vesting. Except with respect to five percent (5%) of the maximum number of Shares issuable under the Plan pursuant to Section 3(a), no Award shall vest earlier than one year following the date of grant of such Award; provided, however, that such limitation shall not preclude the acceleration of vesting of such Award upon the death, disability, or involuntary termination of Service of the Grantee or in connection with a Corporate Transaction, as determined by the Administrator in its discretion. | | | (iv) | Dividends, Dividend Equivalents, and Other Distributions. No dividends, Dividend Equivalents, or other distributions shall be paid with respect to any Shares underlying any Awards underlying any unvested portion of an Award. | | (h) | Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award prior to full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate. | | | (i) | Term of Award. The term of each Award shall be the term stated in the Award Agreement, provided, however, that the term of an Option or SAR shall be no more than eight (8) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Award Agreement. Subject to the foregoing, unless otherwise specified by the Administrator in the grant of an Option or SAR, each Option and SAR shall terminate eight (8) years after the date of grant of such Award, unless earlier terminated in accordance with its provisions. | | | (j) | Transferability of Awards. Incentive Stock Options may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent and distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Other Awards shall be transferable by will and by the laws of descent and distribution, and during the lifetime of the Grantee, by gift or pursuant to a domestic relations order to members of the Grantee’s Immediate Family to the extent and in the manner determined by the Administrator. Notwithstanding the foregoing but subject to Applicable Laws and local procedures, the Grantee may designate a beneficiary of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. | | | (k) | Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes the determination to grant such Award, or such later date as is determined by the Administrator. | | | 7. | Award Exercise or Purchase Price, Consideration and Taxes. | | | (a) | Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows: | | | | (i) | In the case of an Incentive Stock Option: | | | (A) | granted to an Employee who, at the time of the grant of such Incentive Stock Option owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the per Share exercise price shall be not less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant; or | | | (B) | granted to any Employee other than an Employee described in the preceding paragraph, the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. | | | (ii) | In the case of a Non-Qualified Stock Option, the per Share exercise price shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. | | | (iii) | In the case of a SAR, the base amount on which the stock appreciation is calculated shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. | | | (iv) | In the case of other Awards, such price as is determined by the Administrator. | | | (v) | Notwithstanding the foregoing provisions of this Section 7(a), in the case of an Award issued pursuant to Section 6(d) above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such Award. | | (b) | Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued upon exercise or purchase of an Award including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). In addition to any other types of consideration the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following, provided that the portion of the consideration equal to the par value of the Shares must be paid in cash or other legal consideration permitted by the Delaware General Corporation Law: | | | | (i) | cash; | | | (ii) | check; |