DEF 14A of Lumentum Holdings Inc., Oct 7, 2025

DEF 14A of Lumentum Holdings Inc.

Filed Oct 7, 2025 · FY20250001308179-25-000615

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | Director | Committees | | | Other Current Public | | Name and Primary Occupation | Independent | Age | Since | Audit | Compensation | Governance | Company Boards | | Pamela F. Fletcher CEO, Sion Power Corporation | ✓ | 59 | 2023 | | | | Chemours | | Isaac H. Harris Founder and CEO, DATKI Partners | ✓ | 59 | 2021 | | | | None | | Penelope A. Herscher (Chair) Advisor to Entrepreneurs; Former CEO | ✓ | 65 | 2015 | | | | Forvia, Penguin Solutions | | Michael E. Hurlston President and CEO, Lumentum | | 58 | 2025 | | | | Flex, Astera Labs | | Julia S. Johnson Former SVP and GM, Mobile Computing, Zebra Technologies | ✓ | 59 | 2017 | | | | None | | Brian J. Lillie Former President, Private Cloud Business Unit, Rackspace Technology | ✓ | 61 | 2015 | | | | None | | Paul R. Lundstrom CFO, Copeland LP | ✓ | 50 | 2024 | | | | None | | Ian S. Small CEO, Blues Inc. | ✓ | 61 | 2018 | | | | None |

  3. Director Nominees

    | | Member | | Chair |

  4. Director Nominees

    | 4 | 2025 Proxy Statement |

  5. Director Nominee Snapshot

    Director Nominee Snapshot

  6. Director Nominee Snapshot

    | | Pamela Fletcher | Isaac Harris | Penelope Herscher | Michael Hurlston | Julie Johnson | Brian Lillie | Paul Lundstrom | 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 (years) | <3 | 4 | 10 | <1 | 8 | 10 | <1 | 7 | | Independence | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Age | 59 | 59 | 65 | 58 | 59 | 61 | 50 | 61 | | Gender | Female | Male | Female | Male | Female | Male | Male | Male |

  7. 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.

  8. 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 2026 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. Mr. Lundstrom is standing for election by stockholders for the first time and was initially recommended for nomination by a third party search firm. All of the director nominees are independent under the Nasdaq listing rules except for Mr. Hurlston. 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.

  9. 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.

  10. Director Nominees

    | Pamela F. Fletcher, 59 | DIRECTOR SINCE: February 2023 |

  11. Director Nominees

    | COMMITTEE MEMBERSHIP: Audit; Governance | 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 |

  12. 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, a position she has held since July 2024. 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’ 2025 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. She also served as a member of the board of directors of Coherent, Inc. from July 2017 to June 2022. 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.

  13. Director Nominees

    | 20 | 2025 Proxy Statement |

  14. Director Nominees

    | Isaac H. Harris, 59 | DIRECTOR SINCE: June 2021 |

  15. Director Nominees

    | COMMITTEE MEMBERSHIP: Compensation | QUALIFICATIONS • Strong leadership and business experience in supply chain and operations • Significant business experience internationally • Extensive manufacturing and supply chain operations experience |

  16. 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, a position he has held since January 2024. 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.

  17. Director Nominees

    | Penelope A. Herscher, 65 | DIRECTOR SINCE: August 2015 |

  18. Director Nominees

    | 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 |

  19. 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 as chair of the board of directors of Penguin Solutions, Inc. (formerly 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, 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.

  20. Director Nominees

    | | 21 |

  21. Director Nominees

    | Michael E. Hurlston, 58 | DIRECTOR SINCE: February 2025 |

  22. Director Nominees

    | COMMITTEE MEMBERSHIP: None | QUALIFICATIONS • Extensive experience as a public company chief executive officer and in senior leadership positions at technology companies • Deep Experience with the AI, semiconductor and telecommunications industries • Operational experience resulting in significant improvements in a company’s financial performance • Proven track record of scaling technology businesses to achieve consistent profitable growth and revenue expansion |

  23. Director Nominees

    EXPERIENCE: Mr. Hurlston has served as Lumentum’s president and chief executive officer since February 2025. Prior to joining Lumentum, he served as president and chief executive officer at Synaptics, Inc., a leader in solutions for the Internet of Things (IoT) market, from August 2019 to February 2025. Prior to Synaptics, Mr. Hurlston served as the chief executive officer of Finisar Corporation, a telecommunications company, from January 2018 to August 2019, where he oversaw the company’s agreement to be acquired by II-VI. Before joining Finisar, he served in a variety of senior leadership positions at Broadcom Limited and its predecessor corporation from November 2001 to October 2017, including senior vice president and general manager of the Mobile Connectivity Products/Wireless Communications and Connectivity Division from February 2016 to October 2017 and from September 2009 to January 2013 and as executive vice president of sales from January 2013 to February 2016. Additionally, Mr. Hurlston previously held senior marketing and engineering positions at Oren Semiconductor, Inc., Avasem, Integrated Circuit Systems, Inc., MicroPower Systems Inc., Exar Corporation, and IC Works Inc. from 1991 to 2001. Mr. Hurlston has served as a member of the boards of directors of Flex Ltd., a leader in Electronics Services Manufacturing (EMS), since September 2020 and Astera Labs, Inc., a trailblazer in purpose-built connectivity solutions for rack-scale AI, since September 2022. Mr. Hurlston holds Bachelor of Science and Master of Science degrees in Electrical Engineering and a Master of Business Administration from the University of California, Davis.

  24. Director Nominees

    | Julia S. Johnson, 59 | DIRECTOR SINCE: November 2017 |

  25. Director Nominees

    | 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” |

  26. Director Nominees

    EXPERIENCE: With 30 years of product management, product development, operations, and technology experience, Ms. Johnson is an experienced executive and established industry leader. Most recently, she served as 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, from April 2023 to January 2025. Before moving into that 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.

  27. Director Nominees

    | 22 | 2025 Proxy Statement |

  28. Director Nominees

    | Brian J. Lillie, 61 | DIRECTOR SINCE: August 2015 |

  29. Director Nominees

    | COMMITTEE MEMBERSHIP: Compensation | QUALIFICATIONS • Extensive executive-level experience in the technology industry and specifically in the data center markets • Strong technical background, including significant experience in data security |

  30. Director Nominees

    EXPERIENCE: Mr. Lillie is a technology industry veteran with 30 years of executive and board experience in high-growth companies. Most recently, he served as the President of the Private Cloud Business Unit at Rackspace Technology, a leading, end-to-end multi-cloud technology services company, from January 2023 to April 2025. 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.

  31. Director Nominees

    | Paul R. Lundstrom, 50 | DIRECTOR SINCE: December 2024 |

  32. Director Nominees

    | COMMITTEE MEMBERSHIP: Audit (Chair) | QUALIFICATIONS • Extensive management and public company experience • Global experience leading finance organizations • Significant financial expertise, including in financial reporting, capital markets and investor relations |

  33. Director Nominees

    EXPERIENCE: Mr. Lundstrom is a seasoned executive with extensive expertise in corporate finance, manufacturing, and business transformation across multiple high-impact industries. He is currently the chief financial officer at Copeland LP, a global leader in sustainable climate solutions, a position he has held since August 2024. Prior to Copeland, Mr. Lundstrom was the chief financial officer at Flex Ltd., a multinational technology and manufacturing company, from September 2020 to August 2024, where he was a key member of the team that led the analysis, carve-out, and initial public offering of Nextracker, and served as a member of the Nextracker board of directors from 2022 to 2024. Prior to Flex, he served as the chief financial officer for Aerojet Rocketdyne, Inc., a manufacturer of rocket, hypersonic, and electric propulsive systems for space, defense, civil and commercial applications, from November 2016 to September 2020. From 1997 to 2015, Mr. Lundstrom worked at United Technologies Corporation (now Raytheon Technologies Corporation), a multinational research, development and manufacturing conglomerate, where he held a number of senior finance leadership positions, including vice president of investor relations and multiple business unit CFO roles. Mr. Lundstrom holds a Master of Business Administration degree from Columbia University and a Bachelor of Science degree from Truman State University.

  34. Director Nominees

    | | 23 |

  35. Director Nominees

    | Ian S. Small, 61 | DIRECTOR SINCE: December 2018 |

  36. Director Nominees

    | 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, including impact of AI on technical and business strategies • Global business and global markets experience |

  37. Director Nominees

    EXPERIENCE: Mr. Small is an experienced technology leader. Mr. Small currently serves as the chief executive officer of Blues Inc., a leader in internet of things connectivity solutions, a position he has held since May 2025. Mr. Small previously 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.

  38. 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 most recently amended in February 2022. 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:

  39. Outside Director Compensation for Fiscal Year 2025

    Outside Director Compensation for Fiscal Year 2025 The following table provides information regarding the total compensation that was paid to each of our Outside Directors for fiscal year 2025. Directors who are also our employees receive no additional compensation for their service as directors. See “Executive Compensation” for information about Mr. Hurlston’s and Mr. Lowe’s compensation.

  40. Outside Director Compensation for Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Penelope A. Herscher(2) | 185,500 | 269,844 | 454,844 | | Harold L. Covert(3) | 111,250 | 269,844 | 381,094 | | Pamela F. Fletcher(4) | 85,000 | 269,844 | 354,844 | | Isaac H. Harris(5) | 85,000 | 269,844 | 354,844 | | Brian J. Lillie(6) | 85,000 | 269,844 | 354,844 | | Julia S. Johnson(7) | 100,000 | 269,844 | 369,844 | | Paul R. Lundstrom(8) | 57,024 | 91,526 | 148,549 | | Ian S. Small(9) | 108,000 | 269,844 | 377,844 | | Janet S. Wong(10) | 42,500 | – | 42,500 |

  41. Outside Director Compensation for Fiscal Year 2025

    | (1) The amounts shown in this column are the grant date fair value in the period presented as determined in accordance with FASB ASC Topic 718, which fair value is based on the closing market price of our common stock on the date of grant for RSUs. Such grant-date fair value does not take into account any estimated forfeitures related to service vesting conditions. | | (2) Ms. Herscher held 3,313 RSUs as of June 28, 2025. | | (3) Mr. Covert held 3,313 RSUs as of June 28, 2025. | | (4) Ms. Fletcher held 3,893 RSUs as of June 28, 2025. | | (5) Mr. Harris held 3,313 RSUs as of June 28, 2025. | | (6) Mr. Lillie held 3,313 RSUs as of June 28, 2025. | | (7) Ms. Johnson held 3,313 RSUs as of June 28, 2025. | | (8) Mr. Lundstrom held 1,234 RSUs as of June 28, 2025 | | (9) Mr. Small held 3,313 RSUs as of June 28, 2025. | | (10) Ms. Wong did not stand for reelection at the 2024 Annual Meeting. |

  42. Outside Director Compensation for Fiscal Year 2025

    | 26 | 2025 Proxy Statement |

  43. Non-Employee Director Compensation Limits

    Non-Employee Director Compensation Limits Our 2025 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the 2025 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 $750,000. The 2025 Plan clarifies that this limit does not apply to compensation for services as an employee or consultant and that any equity award granted as a correction of a failure to grant an award in a prior year will be counted against that prior year and not the year of grant, based on the value of our shares that would have applied on the intended date of grant. The 2015 Plan included a $500,000 annual limit for these purposes and did not include the clarifications described in the preceding sentence.

  44. Executive Summary

    | • | There were no increases in on-target compensation for continuing NEOs in fiscal year 2025 | | • | We meaningfully changed our executive compensation program for fiscal year 2025 (as previously discussed in our 2024 proxy statement) | | • | We continue to evolve our forward-looking executive compensation program to support our long-term transformational goals and increased ambition, including a narrowed and enhanced focus on financial and relative performance goals | | • | Our fiscal years 2023 – 2025 Long-Term Incentive Plan Performance Stock Units (PSUs) were earned at 24% of target | | • | Our fiscal year 2025 Annual Incentive Plan (AIP) was paid at 132.2% of target after the application of negative discretion discussed in the following bullet | | • | The Compensation Committee applied negative discretion to reduce fiscal year 2025 AIP payout by 27.2%, from 181.5% achievement down to 132.2% achievement so that the payout better reflected its view of business performance | | • | We received 94.8% support from our stockholders on our Say on Pay advisory vote in November 2024 and, in engagements since our last annual meeting, stockholders have continued to voice support for both our approaches to executive compensation and CEO succession |

  45. Compensation Arrangements for Mr. Hurlston

    | • | Mr. Hurlston’s compensation in his prior role, | | • | the unvested equity compensation from his prior role, | | • | CEO compensation provided by our peers and recent CEO compensation packages in our industry, | | • | strategic priorities to unlock future value for stockholders, and | | • | historic stockholder feedback regarding our approach to executive compensation. |

  46. Compensation Arrangements for Mr. Hurlston

    | • | Annual on-target compensation of $12.1 million, a reduction of $0.7 million from the prior CEO | | • | A PSU award aligned with the performance metrics in awards granted to the other NEOs for fiscal year 2025 | | • | A one-time time-based RSU award necessary to recruit Mr. Hurlston from his previous employer | | • | A one-time performance-based 4-year PSU award, structured with challenging performance metrics that vests only when Lumentum’s total stockholder return exceeds the performance of the S&P 500 Information Technology (Sector) Index | | • | A one-time cash signing bonus necessary to recruit Mr. Hurlston from his previous employer |

  47. Compensation Arrangements for Mr. Hurlston

    A significant portion of Mr. Hurlston’s pay is at risk and tied to financial and stock price performance. Mr. Hurlston’s $25 million in initial equity awards include $14 million in target value for PSUs that vest only if the total stockholder return for Lumentum’s common stock for a four-year period beginning on the date of grant outperforms the S&P 500 Information Technology (Sector) Index over that same period. For overperformance by at least 5%, Mr. Hurlston would vest in 50% of the award. Overperformance by at least 25% would result in Mr. Hurlston vesting in 100% of the award. For this and other reasons, we consider Mr. Hurlston’s package to be exceptionally aligned with stockholder interests. For more information on those awards, please see the section titled “Fiscal Year 2025 Equity Awards for Mr. Hurlston” below. The Compensation Committee sees the quantum of the initial RSUs and PSUs granted to Mr. Hurlston, and the cash signing bonus, as one-time events to attract Mr. Hurlston from his prior employer. The equity awards with a target value of $9 million and most of the cash signing bonus were granted specifically to replace unvested equity and other compensation forgone by Mr. Hurlston with his prior employer in connection with his move to Lumentum. In contrast, Mr. Hurlston’s employment agreement provides that in future fiscal years Mr. Hurlston will be eligible for annual long-term incentive awards with a target opportunity of $10 million, closely aligned with annual equity compensation in our peer group and consistent with grants made to our former CEO for fiscal years 2024 and 2025. More information on the terms of Mr. Hurlston’s offer letter are in the section titled “Mr. Hurlston’s Offer Letter” below.

  48. Fiscal Year 2025 Say-on-Pay Vote and Stockholder Engagement

    | • | Changes to our compensation peer group | | • | Changes to our Annual Incentive Plan | | • | Changes to our performance-based Long-Term Incentive Plan (LTIP) |

  49. Actions Taken with Respect to Fiscal Year 2025 Compensation

    | Concerns about performance measurement periods being shorter than the relevant performance period | Concerns about overlapping metrics between short-term and long-term programs | Desire for relative performance vs. peers to factor directly into compensation | | • 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 at the end of the 3-year performance period will determine payouts of all LTIP PSU components | • As reported in our 2024 proxy statement, we initially reduced fiscal year 2025 LTIP PSUs total revenue metric to 50% weighting from 70% • In August 2025, in connection with our elimination of Strategic Progress Objectives for fiscal year 2025 LTIP awards, we increased the LTIP PSUs total revenue metric to 67% weighting | • As reported in our 2024 proxy statement, we initially 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 • In August 2025, in connection with our elimination of Strategic Progress Objectives for fiscal year 2025 LTIP awards, we increased the LTIP PSUs rTSR metric to 33% weighting | | Concern that non-financial PSUs may not be sufficiently rigorous | Concerns that peer group may be out of alignment | | | • As reported in our 2024 proxy statement, we initially reduced weighting of Strategic Progress Objectives from 30% to 25% of LTIP PSUs • In August 2025, we eliminated Strategic Progress Objectives under the fiscal year 2025 LTIP PSUs and reallocated that portion of the PSUs to financial and rTSR goals on a pro-rata basis resulting in the fiscal year 2025 PSUs being now weighted 67% on total revenue and 33% on rTSR | • Re-baselined peer group based on go-forward strategy and current financial performance, leading to significant revision in peer group composition | |

  50. Actions Taken with Respect to Fiscal Year 2025 Compensation

    | Fiscal Years 2025 – 2027 PSU Changes 1. Introduction of relative Total Stockholder Return metric 2. Reduction in Total Revenue metric weighting 3. Elimination of Banking for Annual Total Revenue Performance | |

  51. Fiscal Year 2026 Annual Incentive Plan

    Fiscal Year 2026 Annual Incentive Plan

  52. Fiscal Year 2026 Annual Incentive Plan

    | • | 100% based on financial metrics | | • | Introduction of product category financial metrics | | • | Earned awards paid entirely in cash to align payouts directly with annual financial results |

  53. Fiscal Year 2026 Performance Share Units

    Fiscal Year 2026 Performance Share Units

  54. Fiscal Year 2026 Performance Share Units

    | • | CEO equity mix increases performance-share orientation to 66% PSU / 34% RSU (other NEOs remain at 50% / 50%) | | • | 100% of fiscal year 2026 PSUs based on financial metrics and relative total stockholder return (rTSR) |

  55. Fiscal Year 2026 Performance Share Units

    | – | 50% of fiscal year 2026 PSUs based on 3-year rTSR | | – | 50% of PSUs based on fiscal year 2026 EPS, with 3-year cliff vesting to ensure focus on retention |

  56. Fiscal Year 2026 Performance Share Units

    | • | Strategic Progress Objectives eliminated from Fiscal Year 2026 compensation program |

  57. Fiscal Year 2026 Performance Share Units

    Coming off a prolonged period in which our 3-year goals were rendered moot by market factors in the midst of the performance cycle, we believe these changes significantly increase individual financial accountability, allow us to set aggressive targets while retaining flexibility as Lumentum navigates rapidly evolving markets, improve forecasting ability, and reduce the impact of unforeseen variability on goal setting.

  58. Fiscal Year 2026 Performance Share Units

    | | 47 |

  59. Strategic Progress Objectives

    | • | For our fiscal year 2023 PSUs, we removed human capital and leadership goals from our Strategic Progress Objectives. The portions of the fiscal year 2023 PSUs subject to those goals were reallocated to other Strategic Progress Objectives on a pro rata basis. The fiscal year 2023 PSUs were paid out at the end of the fiscal years 2023 – 2025 cycle, as described further below. | | • | For our fiscal year 2024 PSUs, we removed human capital and leadership goals and froze measurement of the remaining Strategic Progress Objectives. The portions of the fiscal year 2024 PSUs subject to human capital and leadership goals were reallocated to other Strategic Progress Objectives on a pro rata basis. The 30% portion of the fiscal year 2024 PSUs formerly subject to Strategic Progress Objectives was converted into a time-based award that vests through the end of the fiscal year 2024 LTIP vesting period, preserving the requirement of continued service through the fiscal years 2024 – 2026 performance period. Conversion was sized at current projection for the attainment of the adjusted Strategic Progress Objectives (following reallocation described above) as of the end of fiscal year 2025, which we determined to be 125%. | | • | For our fiscal year 2025 PSUs, we removed all Strategic Progress Objectives. We reallocated pro rata the 25% of PSUs formerly subject to satisfaction of those objectives to the total revenue and rTSR goals. The fiscal year 2025 PSUs are now weighted 67% on total revenue and 33% on rTSR. |

  60. Strategic Progress Objectives

    Following these adjustments, all performance-based long-term execution compensation programs (fiscal year 2024 PSUs, fiscal year 2025 PSUs and fiscal year 2026 PSUs) are based solely on financial metrics and relative total stockholder return. We appreciate our stockholders’ continued willingness to engage with us, their candor, and the valuable feedback we receive when we meet. The Compensation Committee will continue stockholder engagement throughout fiscal year 2026 to collect feedback on the information provided in this proxy statement and our ongoing transformation.

  61. Philosophy

    | • | Total compensation should attract, motivate, and retain the talent necessary to achieve our business objectives 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 above-average business and financial success. | | • | Where appropriate, executives and employees should participate in shared compensation programs to support consistent priorities and align execution throughout the organization. | | • | Our compensation practices should continue to evolve to align compensation with recognized best practices. | | • | Good compensation program design enables enhanced disclosure to stockholders following completion of the performance period so 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, application of that discretion should be unambiguously communicated to stockholders. |

  62. 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, laser, and datacenter technologies and applications; and | | 3. | Align investors, executives, and employees through an agile, accountable, and financial-performance-driven compensation program that is underpinned by strong pay-for-performance practices. |

  63. 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 to support our strategic priorities and with reference to our 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 Lumentum and its peers |

  64. 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 Lumentum’s executive compensation program. The Compensation Committee considers multiple factors in selecting appropriate peer companies:

  65. 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 |

  66. Peer Group

    In February 2024, when setting criteria for the fiscal year 2025 peer group, the Compensation Committee stated two primary objectives for consideration of Lumentum’s initial positioning against a revised peer group:

  67. Peer Group

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

  68. Peer Group

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

  69. Peer Group

    | | 51 |

  70. Fiscal Year 2025 Peer Group

    Fiscal Year 2025 Peer Group

  71. Characteristics of Peer Group

    Characteristics of Peer Group Companies similar in revenue, size, and business operations to Lumentum

  72. Primary Uses

    | • | 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 |

  73. Peer Group Financial Positioning

    Peer Group Financial Positioning Financial positioning relative to peers at time of selection as of February 2024 Note: Revenue is on a trailing 12-month basis. Market capitalization is a 60-day average ending February 1. The Compensation Committee approved significant changes to the peer group for fiscal year 2025 to reflect our go-forward strategy and to reset the baseline of the peer group to better fit our then-current revenue and market capitalization. While the Compensation Committee makes changes in the peer group from time to time, the Compensation Committee has endeavored to limit change. The group had initially been constructed to position Lumentum near the median from both revenue and market capitalization standpoints. However, Lumentum’s comparability to the group lessened over time and, for fiscal year 2025, the Compensation Committee, with the input of Semler Brossy, undertook a more substantial rebalancing to ensure that Lumentum’s pay and performance outcomes were aligned versus the appropriate market peer group on a relative basis.

  74. Peer Group Financial Positioning

    | Fiscal Year 2024 Peer Group | Fiscal Year 2025 Peer Group | | Companies In Italics Removed for Fiscal Year 2025 | Companies in Bold Added for Fiscal Year 2025 | | Ciena | Ciena | | Coherent | Coherent | | Entegris | Entegris | | IPG Photonics | IPG Photonics | | MKS Instruments | MKS Instruments | | OSI Systems | OSI Systems | | Semtech | Semtech | | Skyworks Solutions | Skyworks Solutions | | Synaptics | Synaptics | | Viasat | Viasat | | Viavi Solutions | Viavi Solutions | | Wolfspeed | Wolfspeed | | F5 | ADTRAN | | Juniper Networks | Advanced Energy | | Marvell Technology | Calix | | Monolithic Power Systems | Cirrus | | National Instruments | Diodes | | Qorvo | Extreme Networks | | Trimble | MaxLinear | | | Universal Display |

  75. Peer Group Financial Positioning

    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.

  76. Peer Group Financial Positioning

    | 52 | 2025 Proxy Statement |

  77. Fiscal Year 2025 Executive Compensation Program Elements

    | Element | Description and Purpose | Commentary | | Base Salary | Base salary levels take into consideration position, qualifications, experience, prior salary level, market data, and the base salaries of our other executive officers | • No changes were made to base salaries in fiscal year 2025 for continuing NEOs | | 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 target incentive opportunities in fiscal year 2025 for continuing NEOs • 60% of fiscal year 2025 annual incentive based on organic operating income, and 40% based on full-year organic revenue • Amounts earned are subject to +/-20% adjustment based on a quality modifier to ensure a focus on quality delivery (fiscal year 2024 modifier was based on strategic objectives) • 100% of the fiscal year 2025 annual incentive was granted in PSUs that would be earned based on performance up to target levels, to further align annual incentives with stockholder value creation, with any achievement over 100% paid in cash | | 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 year 2025 for continuing NEOs. • 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 • For our fiscal year 2025 PSUs, we removed all Strategic Progress Objectives. We reallocated pro rata the 25% of PSUs formerly subject to satisfaction of those objectives to the total revenue and rTSR goals. The fiscal year 2025 PSUs are now weighted 67% on total revenue and 33% on rTSR. • No awards are “banked” prior to closing of fiscal year 2027. Fiscal year 2024 PSUs permitted banking based on revenue achievement in each of first two years of three-year cycle |

  78. 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:

  79. 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. | | • | Controllability. The Compensation Committee historically has found that input metrics are more effective motivators than output metrics because program participants can take actions to directly influence input metrics. Consequently, where appropriate, the committee selects metrics that are more directly controllable through management and/or the employee population performance. | | • | Sustainable financial results. The Compensation Committee understands that as Lumentum delivers quarterly and annual results, we are also always building for the future. As a result, the committee gives priority to metrics that underpin the delivery of sustainable financial results for our long-term stockholders and stakeholders. |

  80. Performance Metrics and Target Setting

    Our AIP program has a one-year performance period, while our LTIP program for fiscal year 2025 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.

  81. Performance Metrics and Target Setting

    | 54 | 2025 Proxy Statement |

  82. Performance Metrics and Target Setting

    The following performance metrics were selected for use in Lumentum’s fiscal year 2025 AIP and fiscal year 2025 LTIP programs:

  83. Performance Metrics and Target Setting

    | 1-Year AIP Metrics | | 3-Year LTIP Metrics(1) | | | Metric | Relation to Our Strategy | Metric | Relation to Our Strategy | | Adjusted Organic Operating Income 60% of fiscal year 2025 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 FY 2027 67% of fiscal year 2025 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, such as recent expansions in AI/datacenter infrastructure investment is directly related to Lumentum’s size and 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 year 2025 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. | Relative Total Stockholder Return FY 2025-27 33% of fiscal year 2025 LTIP PSUs | To tie executive compensation more closely to the performance of our stock against industry peers, the Compensation Committee has determined to expand the metrics for executive LTIP awards to include relative total stockholder return performance of Lumentum common stock against the S&P Telecom Select Industry Index. | | Quality Modifier Potential ±20% payout adjustment, up to 200% total | The Compensation Committee believes that relatively small variances in product quality can affect not only immediate business results, but also our brand, reputation, and customer relationships. Accordingly, the Compensation Committee has reserved the right to make discretionary adjustments to the payouts under our fiscal year 2025 AIP awards of up to ±20% where the committee determines that such adjustment reflects the impact of product quality on our financial performance. | | | | | | (1) As of August 2025, after removal of Strategic Progress Objectives | |

  84. Performance Metrics and Target Setting

    | | 55 |

  85. 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:

  86. Performance Metrics and Target Setting

    | • | Our 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 |

  87. Fiscal Year 2025 Annual Incentive Plan

    Fiscal Year 2025 Annual Incentive Plan

  88. ANNUAL INCENTIVES

    ANNUAL INCENTIVES

  89. AIP Structure

    AIP Structure As discussed above under the heading “Performance Metrics and Target Setting,” 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 year 2025. When discussing consolidated organic revenue, the term “consolidated” refers to consolidation across all segments of Lumentum’s business; when setting this goal, we considered scenarios with and without the impact of potential acquisitions to understand how our organic revenue goals related to overall revenue goals for the year.

  90. AIP Structure

    | 56 | 2025 Proxy Statement |

  91. AIP Structure

    For fiscal year 2025, the bonus pool under the AIP was measured:

  92. AIP Structure

    | • | 60% based on adjusted organic operating income for fiscal year 2025, and | | • | 40% based on organic revenue for fiscal year 2025. |

  93. AIP Structure

    Our rationale for having more emphasis on operating income than revenue is to encourage growth that is achieved profitably. We also shifted from use of strategic measures for adjustment of AIP payouts, as in use for fiscal year 2024 and prior years, to the use of a quality modifier for fiscal year 2025, in light of concerns from the Compensation Committee that AIP adjustments called for by the strategic measure could be improved with an increased emphasis on product quality. The Compensation Committee may adjust AIP payouts by up to 20% in either direction based on the quality modifier. The maximum amount earnable under the AIP is 200% of target.

  94. AIP Financial Goals

    AIP Financial Goals In fiscal year 2025, we moved from the use of separate organic operating income goals for each half of the fiscal year to a single, full fiscal year organic operating income goal. In fiscal year 2025, we returned to a practice of using our business outlook to inform goals for payouts at 100%, following changes in fiscal year 2024 where we used a lowered business outlook (relative to fiscal year 2023) to inform goals for payouts at 50% amid concerns over potential declines in business performance. We overachieved against the fiscal year 2025 AIP goals in large part due to increased revenue in the AI/datacenter space that was not anticipated at the time these goals were set and a change in product mix that drove a significant increase in operating income compared to forecast. At the same time as the company registered performance well in excess of its outlook at the beginning of the year, the Board noted that the company had not achieved its full potential over the course of the year. As a result, the Compensation Committee determined to reduce AIP payouts for our NEOs by 27.2%, reflecting both the application of the maximum quality modifier and a further discretionary reduction.

  95. AIP Financial Goals

    | Financial Goal | FY 2025 Actual ($) | Threshold ($) | Target ($) | Maximum ($) | | | | 50% Payout | 100% Payout | 200% Payout | | Adjusted Organic Operating Income 60% weight | 160.1M | 72.6M | 121.0M | 151.3M | | Consolidated Organic Revenue 40% weight | 1,645M | 1,249M | 1,561M | 1,717M |

  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 (50% payout) and target performance (100%) and between target performance and maximum performance (200% payout).

  97. AIP Quality Modifier

    AIP Quality Modifier In fiscal year 2025, we shifted our approach to adjustments to AIP payouts. In recent fiscal years, AIP awards included a strategic measure that modified the AIP payout based on specific operational objectives. In fiscal year 2025, we switched to a modifier specifically related to certain product quality metrics established by the Compensation Committee. Using this modifier, and guided by quality metrics, the Compensation Committee may use its discretion to adjust payouts by up to 20% in either direction. As with all of our compensation programs, the Compensation Committee has ultimate discretion to further adjust results if appropriate to ensure the annual incentive plan outcomes reflect our business results and performance, although the Committee has rarely exercised that power, and we have committed to disclosing if we ever do.

  98. AIP Quality Modifier

    | | 57 |

  99. AIP Quality Modifier

    While reviewing performance from fiscal year 2025 and overperformance against the 2025 AIP goals, the Compensation Committee determined to apply a negative adjustment of 27.2% to the company’s total attainment of 181.5% against the fiscal year 2025 AIP goals. In the Compensation Committee’s estimation, this adjustment encompassed the company’s execution against its quality goals and its overall execution against the year’s outlook, including the way the company overachieved its operating income outlook due to changes in product mix. The result of this application of negative discretion was to limit payouts to executive officers under the 2025 AIP to 132.19%. We believe that this adjustment, while beyond the scope of the quality modifier, is consistent with the goals of the AIP and with the fiscal year outlook set out at the beginning of the year. Our fiscal year 2026 AIP has been designed without a quality modifier.

  100. AIP PSU Award

    AIP PSU Award 100% of the target amount of the fiscal year 2025 AIP was granted as a PSU award, with a maximum payout of 100% in stock. The number of PSUs earned was determined when performance was certified after year-end performance. Any payout under the fiscal year 2025 AIP above 100% was to be paid in cash. To determine the number of shares subject to the PSU-based portion of each award, the dollar value at target was divided by the volume-weighted average price for July 2024. Any amounts earned under our fiscal year 2026 AIP will be paid entirely in cash; no PSUs were granted as part of the fiscal year 2026 AIP.

  101. 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 AIP payment, if any, 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, market data, 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 informed by total target cash compensation information for similar positions and titles at companies in our compensation peer group and the survey data. We also consider the input from our management team, as described above. In fiscal year 2025, we made no changes to AIP target incentive opportunities for our continuing NEOs. On February 7, 2025, Michael Hurlston was appointed Lumentum’s Chief Executive Officer and President. In connection with this appointment and based on arm’s length negotiations in which the Compensation Committee considered Mr. Hurlston’s compensation in his prior role, CEO compensation provided by our peers, and historic stockholder feedback regarding our approach to executive compensation, the Compensation Committee approved an initial AIP target incentive opportunity for Mr. Hurlston of 130% of his annual base salary. This represents an increase compared to our prior CEO’s 120% opportunity. Combined with Mr. Hurlston’s somewhat lower base pay, Mr. Hurlston’s annual compensation is more performance-based than our prior CEO’s annual compensation and his overall target cash compensation is lower.

  102. AIP Target Incentive Opportunities

    | | AIP Target Incentive Opportunity for FY 2024 (as a percentage of base salary) | AIP Target Incentive Opportunity for FY 2025 (as a percentage of base salary) | % Increase | | Michael Hurlston | n/a | 130% | n/a | | Wajid Ali | 90% | 90% | 0.0% | | Jae Kim | 75% | 75% | 0.0% | | Vincent Retort | 100% | 100% | 0.0% | | Wupen Yuen | 100% | 100% | 0.0% | | Alan Lowe | 120% | 120% | 0.0% |

  103. AIP Target Incentive Opportunities

    | 58 | 2025 Proxy Statement |

  104. AIP Achievement

    AIP Achievement Following the end of fiscal year 2025, the Compensation Committee reviewed the achievement of the performance measures under the AIP and determined that (i) adjusted organic operating income performance was above 200% of target, and (ii) consolidated organic revenue performance was at 153.78% of target. As discussed previously, total fiscal year 2025 AIP attainment was reduced by 27.2% and the total fiscal year 2025 AIP payouts for our NEOs were at 132.19% of target opportunity as shown in the table below with amounts up to 100% of target paid in shares and the remainder in cash.

  105. AIP Achievement

    | Fiscal Year 2025 AIP Metric | FY 2025 Actual ($) | Payout (%) | | Adjusted Organic Operating Income 60% weight | $160.1M | 120.00% | | Consolidated Organic Revenue 40% weight | $1,645M | 61.51% | | Discretionary Reduction (including Quality Modifier) as a percentage of the total calculated result | | (27.2)% | | TOTAL | | 132.19% |

  106. AIP Achievement

    See the section “Historical AIP and LTIP Achievement” further below for an analysis of how this fiscal year 2025 AIP payout compares with prior years.

  107. Fiscal Year 2025 Long-Term Incentive Plan

    Fiscal Year 2025 Long-Term Incentive Plan

  108. LONG-TERM INCENTIVES

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

  109. Fiscal Year 2025 Long-Term Incentive Structure

    Fiscal Year 2025 Long-Term Incentive Structure

  110. Fiscal Year 2025 Long-Term Incentive Structure

    | | Performance Stock Units (PSUs) | • 67% of PSUs vesting at the end of three years based on the achievement of our revenue for fiscal year 2027 (after removal of Strategic Progress Objectives) • 33% of PSUs vesting at the end of three years based on the achievement of relative total stockholder return goals for the period from fiscal year 2025 to fiscal year 2027 (after removal of Strategic Progress Objectives) | | | Restricted Stock Units (RSUs) | • RSUs vesting over three years based on continued service |

  111. Fiscal Year 2025 Long-Term Incentive Structure

    In fiscal year 2025, 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 fiscal year 2025 AIP are described above under Annual Incentive Plan and not included in this section. Time-based RSUs granted to our NEOs in fiscal year 2025 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. The vesting schedule is consistent with common industry practice in the space in which we compete. Fiscal year 2025 PSUs have performance periods that cover fiscal year 2027 for revenue (requiring revenue growth over the entire fiscal years 2025 – 2027 performance period to achieve) and fiscal years 2025 – 2027 for relative total stockholder return (rTSR). The Compensation Committee believes including multi-year performance requirements is 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 performance through aggressive financial and total stockholder return objectives that we believe will create long-term stockholder value.

  112. Fiscal Year 2025 Long-Term Incentive Structure

    | | 59 |

  113. Fiscal Year 2025 Long-Term Incentive Structure

    Note: As disclosed in our 2024 proxy statement, when the Compensation Committee originally approved grants of the fiscal year 2025 PSUs, it included Strategic Progress Objectives as performance goals with respect to 25% of the fiscal year 2025 PSUs. In August 2025, in connection with efforts to focus more on financial and total stockholder return objectives in our LTIP program, we approved a change to these PSUs to remove all Strategic Progress Objectives and reallocate the fiscal year 2025 PSUs formerly subject to such objectives to financial and total stockholder return goals. Before such reallocation, our fiscal year 2025 PSUs were weighted 50% on total revenue, 25% on rTSR and 25% on Strategic Progress Objectives. After this reallocation, our fiscal year 2025 PSUs are weighted 67% on total revenue and 33% on rTSR.

  114. Fiscal Year 2025 PSUs

    Fiscal Year 2025 PSUs The following table describes the rationale for the design of our fiscal year 2025 LTIP PSUs following the Compensation Committee’s action in August 2025 to remove Strategic Progress Objectives:

  115. Fiscal Year 2025 PSUs

    | Metric and Weighting | FY 2027 Total Revenue (revised to 67%) | 3-Year relative Total Stockholder Return Objective (revised to 33%) | | 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. | Relative total stockholder return, or rTSR, measures the Total Stockholder Return of our common stock against the total stockholder return of the S&P Telecom Select Industry Index, and has been included to increase the alignment of our compensation with enhanced share performance relative to the index. | | 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 Semler Brossy to identify rTSR objectives. | | 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 rTSR objective component can be earned at up to 200% of target if a maximum level of +40% to the index is achieved, and at 100% if a target level of 0% to the index is achieved. If a threshold level of -40% below the index is not earned, this portion is earned at 0% of target. Performance between threshold and target, or target and maximum will result in vesting of a percentage of units based on linear interpolation between the two performance levels. The Compensation Committee established the maximum earning potential for this portion of the LTIP PSUs at a lower level due to our limited experience with the use of and results of performance against relative total stockholder return objectives. | | Aggregate PSU earning is capped at 200% of target, even if the sum of the components exceeds 200%. | | |

  116. Fiscal Year 2025 PSUs

    | 60 | 2025 Proxy Statement |

  117. Fiscal Year 2025 PSUs

    While in past years a portion of Total Revenue PSUs could be “banked” in each fiscal year in the three-year performance window based on revenue performance in that fiscal year, no such banking is available under the PSUs granted in fiscal year 2025. The Compensation Committee determined to remove banking from fiscal year 2025 PSUs based on stockholder feedback.

  118. Fiscal Year 2025 Equity Awards for Mr. Hurlston

    Fiscal Year 2025 Equity Awards for Mr. Hurlston In connection with our hiring of Mr. Hurlston on February 7, 2025, we entered into an offer letter containing employment terms described below under “Mr. Hurlston’s Offer Letter.” This letter included commitments to grant Mr. Hurlston certain RSU and PSU awards as inducements to his hiring, the amounts and terms of which resulted from arm’s length negotiation, in which the Compensation Committee considered Mr. Hurlston’s compensation in his prior role and the level of benefits needed to entice Mr. Hurlston to join us, CEO compensation provided by our peers, and historic stockholder feedback regarding our approach to executive compensation. These initial hire awards for Mr. Hurlston included:

  119. Fiscal Year 2025 Equity Awards for Mr. Hurlston

    | • | $9,000,000 of time-based RSUs vesting quarterly over three years, with a one-year cliff, necessary to offset pending awards Mr. Hurlston was leaving behind at his previous employer; | | • | $2,000,000 of time- and performance-based PSUs on the same terms as the fiscal year 2025 LTIP, to integrate Mr. Hurlston into our LTIP program and compensate him for his efforts at Lumentum in fiscals 2025 – 2027; and | | • | $14,000,000 of performance-based PSUs, necessary to incent Mr. Hurlston to leave his previous employer; these PSUs are based on our rTSR performance relative to the TSR of the S&P 500 Information Technology (Sector) Index over a 4-year period beginning on the date of grant, with payout opportunities as follows: |

  120. Fiscal Year 2025 Equity Awards for Mr. Hurlston

    | Achievement | Achievement Level | Payout Multiple(1) | | Threshold | +5% to S&P 500 Information Technology (Sector) Index | 50% | | Target | +25% to S&P 500 Information Technology (Sector) Index | 100% | | Maximum | +40% or greater to S&P 500 Information Technology (Sector) Index | 200%(2) |

  121. Fiscal Year 2025 Equity Awards for Mr. Hurlston

    | (1) On achievement below the Threshold level, no portion of the award will be earned and available for vesting. On achievement between two “bands” in the second column of the table, the payout multiple will be calculated by linear interpolation between the two achievement bands and the two associated payout multiples. | | (2) Our absolute TSR for the performance period must be positive for the payout multiple to exceed 100%. |

  122. Fiscal Year 2025 Equity Awards for Mr. Hurlston

    We note that the $14,000,000 PSU incentive requires achievement at above index average performance before it starts paying even at threshold. We believe this demonstrates both the Compensation Committee’s and Mr. Hurlston’s belief in aligning pay with performance and aligning executive and stockholder interests. Each of these awards was granted to Mr. Hurlston under our 2025 Inducement Equity Incentive Plan which allows for equity awards only as inducements to hire an employee. The Compensation Committee sees these RSU and PSU awards as one-time events both to attract Mr. Hurlston to join Lumentum and to compensate him for leaving compensation programs in flight at his prior employer. In contrast, Mr. Hurlston’s offer letter provides that in future fiscal years Mr. Hurlston will be eligible for annual long-term incentive awards with a target opportunity more closely aligned with “normal” annual equity compensation in our peer group ($10,000,000) and consistent with grants made to our former CEO for fiscal years 2024 and 2025.

  123. Fiscal Year 2025 Equity Awards for Mr. Hurlston

    | | 61 |

  124. Fiscal Year 2025 Long-Term Incentive Award Target Opportunities

    Fiscal Year 2025 Long-Term Incentive Award Target Opportunities The size of annual equity awards for our NEOs is determined by the Compensation Committee, considering each executive’s role, performance, and data from our compensation peer group and compensation surveys.

  125. Fiscal Year 2025 Long-Term Incentive Award Target Opportunities

    | | Target Value of Equity Awards Granted ($) | Units Awarded(1) | | Michael Hurlston(2) | 2,000,000 | 23,040 | | Wajid Ali | 3,500,000 | 64,019 | | Jae Kim | 1,400,000 | 25,607 | | Vincent Retort | 4,200,000 | 76,283 | | Wupen Yuen | 3,750,000 | 68,592 | | Alan Lowe | 10,200,000 | 186,571 |

  126. Fiscal Year 2025 Long-Term Incentive Award Target Opportunities

    | (1) The number of actual units per grant award for all NEOs other than Mr. Hurlston was determined using the volume-weighted average price for July 2024, which was $54.67077. The number of actual shares per grant for Mr. Hurlston was determined using the volume weighted average price for the 60-trading day period ending on February 6, 2025, which was $86.80150. | | (2) For details on other equity awards granted to Mr. Hurlston in fiscal year 2025, please see the section titled “Fiscal Year 2025 Equity Awards for Mr. Hurlston” above. |

  127. Achievement and Vesting of Fiscal Year 2023 PSUs

    Achievement and Vesting of Fiscal Year 2023 PSUs In fiscal year 2023, each NEO’s annual equity awards included PSUs with a three-year performance period, evaluated and potentially vesting after the end of fiscal year 2025. 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 year 2023 PSUs runs from the beginning of our fiscal year 2023 to the end of our fiscal year 2025. Total maximum payout for these fiscal year 2023 PSUs (including both Total Revenue PSUs and Strategic Progress Objective PSUs) is capped at 250%. Achievement on the fiscal year 2023 PSUs is as follows:

  128. Achievement and Vesting of Fiscal Year 2023 PSUs

    | Total Revenue: 0% Payout 70% weight | Strategic Progress Objectives: 80% Payout 30% weight | Total Payout: 24% |

  129. Achievement and Vesting of Fiscal Year 2023 PSUs

    | | | Fiscal Year 2023 PSUs Earned(1) | | | | | PSUs Awarded | Total Revenue Earned | Strategic Progress Objectives Earned | Total Earned | | Michael Hurlston(2) | n/a | n/a | n/a | n/a | | Wajid Ali | 21,393 | 0 | 5,133 | 5,133 | | Jae Kim(2) | n/a | n/a | n/a | n/a | | Vincent Retort | 25,671 | 0 | 6,159 | 6,159 | | Wupen Yuen | 6,112 | 0 | 1,465 | 1,465 |

  130. Achievement and Vesting of Fiscal Year 2023 PSUs

    | (1) For information on fiscal year 2023 PSUs vested by Mr. Lowe in connection with his termination of employment, please see the section titled “Potential Payments upon a Termination or Change in Control” below. | | (2) Neither Mr. Hurlston nor Mr. Kim was employed when fiscal year 2023 PSUs were granted; therefore, they were not granted any fiscal year 2023 PSUs |

  131. Achievement and Vesting of Fiscal Year 2023 PSUs

    | 62 | 2025 Proxy Statement |

  132. Detail on Fiscal Year 2023 PSU Total Revenue Goal and Achievement (70% weighting)

    Detail on Fiscal Year 2023 PSU Total Revenue Goal and Achievement (70% weighting) The Compensation Committee determined that Lumentum’s fiscal year 2025 total revenue did not meet the threshold performance level for vesting of these PSUs.

  133. Fiscal Years 2023-25 PSU Revenue Goal and Achievement $ US millions

    Fiscal Years 2023-25 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 year 2023 and fiscal year 2024. 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%.

  134. Fiscal Years 2023-25 PSU Revenue Goal and Achievement $ US millions

    | Total Revenue Metric | Payout | FY 2023 ($M) | FY 2024 ($M) | FY 2025 ($M) | | Threshold | 50% | 1,820 | 1,934 | 2,055 | | Target | 100% | 2,150 | 2,295 | 2,439 | | Exceed | 200% | | | 2,700 | | Maximum | 300% | | | 3,000 | | Actual | | 1,767 | 1,359 | 1,637 | | Banked | | 0% | 0% | 0% | | Earned | | | | 0% |

  135. Detail on Fiscal Year 2023 PSU Strategic Progress Objectives Achievement (30% weighting)

    Detail on Fiscal Year 2023 PSU Strategic Progress Objectives Achievement (30% weighting) The fiscal year 2023 PSU Strategic Progress Objectives contain objective non-financial goals that directly link to objective payout scales, demonstrating our commitment to long-term responsible value creation. In August 2025, our Compensation Committee determined to exclude Human Capital/Leadership goals from our fiscal year 2023 PSU Strategic Progress Objectives. The remaining objectives fall into two categories (Product and Sustainability), 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 year 2021. We significantly exceeded this goal (see our forthcoming 2025 Sustainability Report for more information). We set seven Product goals for the fiscal year 2023 PSUs. 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. Four of the seven Product goals were met or exceeded during this three-year performance period.

  136. Detail on Fiscal Year 2023 PSU Strategic Progress Objectives Achievement (30% weighting)

    | | 63 |

  137. Detail on Fiscal Year 2023 PSU Strategic Progress Objectives Achievement (30% weighting)

    The Compensation Committee determined that achievement against the Strategic Progress Objectives for the fiscal year 2023 PSUs resulted in 39 of the maximum 60 possible points being earned. The resulting payout on this element was 80% of target.

  138. Fiscal Years 2023-25 PSU Strategic Progress Objectives Achievement

    Fiscal Years 2023-25 PSU Strategic Progress Objectives Achievement

  139. Fiscal Year 2024 Performance-Based Long-Term Incentive Plans

    Fiscal Year 2024 Performance-Based Long-Term Incentive Plans

  140. No Units Banked Based on Total Revenue Performance in Fiscal Year 2025

    | Fiscal Year 2024 PSUs Total Revenue Metric(1) | Payout | FY 2024 ($M) | FY 2025 ($M) | | Threshold | 50% | 1,400 | 1,650 | | Target | 100% | 1,550 | 1,850 | | Actual | | 1,359 | 1,637 | | Banked | | 0% | 0% |

  141. No Units Banked Based on Total Revenue Performance in Fiscal Year 2025

    | (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. |

  142. No Units Banked Based on Total Revenue Performance in Fiscal Year 2025

    Note that banking with respect to financial goals has been removed for PSU cycles beginning with fiscal year 2025, so the final period where shares may be banked based on attainment of financial goals was for the fiscal year 2024 PSUs based on fiscal year 2025 achievement.

  143. Detail on Fiscal Year 2024 PSU Strategic Progress Objectives

    Detail on Fiscal Year 2024 PSU Strategic Progress Objectives Our 2024 LTIP PSUs were originally granted with 30% of the awards subject to attainment of certain Strategic Progress Objectives, including Product, Sustainability and Human Capital/Leadership goals through fiscal years 2024 through 2026. In August 2025, in connection with an action removing Strategic Progress Objective goals from our LTIP program generally, the Compensation Committee approved changes to remove all Human Capital/Leadership goals and to measure the Strategic Progress Objectives for our 2024 LTIP PSUs based on performance through the end of fiscal year 2025. Of the 30% of 2024 LTIP PSUs subject to Strategic Progress Objectives goals, 125% were considered earned and converted into time-based RSUs vesting on continued service through the vesting date for 2024 LTIP PSUs. We believe this action appropriately balanced the objective of removing Strategic Progress Objectives from our LTIP program with recognizing the achievements that had been made at the time of approval.

  144. Detail on Fiscal Year 2024 PSU Strategic Progress Objectives

    | 64 | 2025 Proxy Statement |

  145. Detail on Fiscal Year 2024 PSU Strategic Progress Objectives

    As with the fiscal year 2023 PSU Strategic Progress Objectives, the fiscal year 2024 PSU Strategic Progress Objectives contain objective non-financial goals that directly link to payout scales. After changes approved by our Compensation Committee in August 2025 to exclude Human Capital/Leadership goals from our fiscal year 2024 PSU Strategic Progress Objectives, the remaining objectives are in two categories (Product and Sustainability), 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 30% from a baseline relative to fiscal year 2021. We significantly exceeded this goal (see our forthcoming 2025 Sustainability Report for more information). We set eight Product goals for the fiscal year 2024 PSUs. 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. Six of these Product goals were met or exceeded based on performance through the end of fiscal year 2025 or were projected as of August 2025 to be met or exceeded based on performance through the end of fiscal year 2026. One of the products, and therefore its Product goal, was cancelled and points reallocated to the remaining programs. In the interests of stockholder transparency, we think it is worthwhile to disclose an example goal in the Product section. In the Product category, one goal was to complete and launch our first Optical Circuit Switch product by the end of fiscal year 2026. We have recently disclosed publicly that we have achieved our first commercial wins for our 300x300 Optical Circuit Switch product by booking revenue for shipments to two hyperscale customers, with a third committed for deployment in calendar 2026. The Compensation Committee determined that achievement against the Strategic Progress Objectives for the fiscal year 2024 PSUs over the shortened period through the end of fiscal year 2025 resulted in 57 of the maximum 65 possible points being earned. The resulting payout on this element was 125% of target.

  146. Fiscal Years 2024-26 PSU Strategic Progress Objectives Achievement

    Fiscal Years 2024-26 PSU Strategic Progress Objectives Achievement

  147. Fiscal Years 2024-26 PSU Strategic Progress Objectives Achievement

    | | Fiscal Year 2024 PSUs Earned and Converted to RSUs through Fiscal Year 2025(1) | | | | | PSUs Awarded | PSUs based on Strategic Progress Objectives | Earned based on Strategic Progress Objectives | | Michael Hurlston(2) | n/a | n/a | n/a | | Wajid Ali | 32,797 | 9,839 | 12,298 | | Jae Kim | 20,574 | 6,172 | 7,715 | | Vincent Retort | 39,357 | 11,807 | 14,758 | | Wupen Yuen | 35,140 | 10,542 | 13,177 |

  148. Fiscal Years 2024-26 PSU Strategic Progress Objectives Achievement

    | (1) For information on fiscal year 2024 PSUs vested by Mr. Lowe in connection with his termination of employment, please see the section titled “Potential Payments upon a Termination or Change in Control” below. | | (2) Mr. Hurlston was not employed when fiscal year 2024 PSUs were granted. |

  149. Fiscal Years 2024-26 PSU Strategic Progress Objectives Achievement

    | | 65 |

  150. Historical AIP and LTIP Achievement

    Historical AIP and LTIP Achievement The Compensation Committee continuously assesses achievement levels of its performance-oriented executive compensation programs, including both annual and long-term incentive programs. We use this information to evaluate how effectively executive compensation programs are aligned with business performance and stockholder experience, to understand how accurately the company can set both short-term and long-term performance goals, and to judge how effective the company’s compensation programs are at incenting performance and ensuring retention. Fiscal year 2025 brought a significant increase in payouts under our AIP, with payouts more than 100% of target levels, generally aligned with positive returns to our stockholders over the last year. Fiscal year 2025’s overachievement in AIP is a change from three previous years of underachievement. Considering the company’s fiscal and equity performance over the last four years, the Compensation Committee assesses that our AIP programs have been successful in directional alignment of pay with performance. The payout in fiscal year 2025 under our fiscal year 2023 LTIP remains low at 24%, reflecting the ongoing impact of the trough in business performance that Lumentum and many of our competitors experienced in recent years. These depressed fiscal years 2023 – 2025 LTIP results, despite strong performance in fiscal year 2025 as the transformation of our company took hold, result from performance against aggressive absolute long-term business performance goals set prior to a sector-wide reset. Anytime a company encounters sustained depression of long-term incentive payouts, due at least in part to market factors, concerns about executive retention can arise. However, as part of the Compensation Committee’s ongoing assessment of compensation program performance, we also look continuously at forward-looking performance. With Lumentum’s transformation well underway and Mr. Hurlston’s bold vision for execution and growth already starting to show results, we assess that achievement in the fiscal years 2024 – 2026 long-term incentive cycle is likely to suitably reflect Lumentum’s return to growth, and as such, provides suitable retention power within the executive suite. Furthermore, we assess that Lumentum’s LTIP programs over recent years have aligned and continue to align pay with performance, albeit shifted somewhat in time due to the nature of when goals are set, when achievement is recorded, and when compensation is earned for these programs. The following graphs show historical payouts under these plans over the past several years and demonstrates the trends described above.

  151. 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 Lumentum. 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. For detail on these protections, see “Mr. Hurlston’s Offer Letter,” “Transition Agreement with Mr. Lowe” and “2015 Change in Control and Severance Benefits Plan, as amended” sections below.

  152. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards We do not grant equity awards on a predetermined schedule, but typically approve equity awards at regularly scheduled meetings of our Compensation Committee during open trading windows. We have not granted stock options in the last several fiscal years, other than in connection with the exchange and conversion or replacement of Cloud Light stock options in connection with the acquisition of Cloud Light in November 2023. At this time, we do not have plans to grant stock options in the future, but may later determine to do so. We have not granted any options in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and we have not taken material nonpublic information into account when determining the timing or terms of stock options. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose.

  153. 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 28, 2025 and, to the extent required under the SEC executive compensation rules, the fiscal years ended June 29, 2024 and July 1, 2023.

  154. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael Hurlston(5) President and Chief Executive Officer | 2025 | 315,000 | 2,000,000 | 24,740,145 | 603,353 | 11,578 | 27,670,076 | | Alan Lowe(6) Former President and Chief Executive Officer | 2025 | 711,423 | – | 33,146,184 | 386,280 | 12,163,397 | 46,407,285 | | | 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 | | Wajid Ali Executive Vice President and Chief Financial Officer | 2025 | 556,000 | – | 4,126,113 | 161,079 | 3,622 | 4,846,814 | | | 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 | | Jae Kim(7) Senior Vice President, General Counsel and Secretary | 2025 | 450,000 | 150,000 | 1,826,810 | 108,641 | 17,966 | 2,553,418 | | | 2024 | 130,530 | 228,750 | 1,720,398 | – | 3,491 | 2,083,169 | | Vincent Retort Executive Vice President, Modules R&D and New Product Design and Development | 2025 | 556,000 | – | 4,905,479 | 178,976 | 24,405 | 5,664,860 | | | 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 | | Wupen Yuen(8) President, Cloud and Networking | 2025 | 504,000 | 325,000 | 4,387,706 | 162,238 | 12,228 | 5,391,172 | | | 2024 | 449,433 | – | 5,085,816 | 60,025 | 13,069 | 5,608,344 |

  155. Summary Compensation Table

    | (1) Actual salary earned during fiscal years 2025, 2024 or 2023, 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 (including focal PSU awards, AIP PSU awards and new hire PSU awards), the value of which are calculated based on achievement at target as follows: for fiscal year 2025 PSUs, $14,844,122 (Mr. Hurlston), $6,498,045 (Mr. Lowe), $2,321,069 (Mr. Ali), $2,739,426 (Mr. Retort), $2,453,754 (Mr. Yuen) and $837,955 (Mr. Kim); for fiscal year 2024 PSUs, $5,920,157 (Mr. Lowe), $2,093.218 (Mr. Ali), $2,480,900 (Mr. Retort), $2,220,371 (Mr. Yuen) and $860,199 (Mr. Kim); for fiscal year 2023 PSUs, $6,848,898 (Mr. Lowe), $2,436,470 (Mr. Ali) and $2,826,195 (Mr. Retort). Assuming the highest level of performance is achieved under the applicable performance measures for PSUs (including focal PSU awards, AIP PSU awards and new hire PSU awards), 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 year 2025 PSUs, $29,688,243 (Mr. Hurlston), $11,758,386 (Mr. Lowe), $4,126,056 (Mr. Ali), $4,905,422 (Mr. Retort), $4,387,706 (Mr. Yuen) and $1,559,917 (Mr. Kim); for fiscal year 2024 PSUs, $11,003,155 (Mr. Lowe), $2,093,218 (Mr. Ali), $2,480,900 (Mr. Retort), $2,220,371 (Mr. Yuen) and $860,199 (Mr. Kim); for fiscal year 2023 PSUs, $16,537,611 (Mr. Lowe), $5,847,390 (Mr. Ali) and $6,821,705 (Mr. Retort). | | (3) Non-Equity Incentive Plan Compensation for fiscal years 2025, 2024 or 2023 was paid pursuant to the Lumentum Annual Incentive Plan (“AIP”). For fiscal year 2025, the Non-Equity Incentive Plan Compensation reflects the cash payout for fiscal year 2025, which reflects the AIP attainment for fiscal year 2025 in excess of 100%, as well as the payout to Mr. Hurlston as a new hire during fiscal year 2025. The 100% attainment of the AIP for fiscal year 2025, except for Mr. Hurlston, 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. Hurlston’s offer letter, his bonus under the AIP was paid in cash at the AIP achievement level for fiscal year 2025 with the amount pro-rated based on his service during fiscal year 2025. For fiscal years 2024 and 2023, except for Mr. Kim, the Non-Equity Incentive Plan Compensation reflects the cash payout for the first half of fiscal years 2024 and 2023, respectively. The second half payout for fiscal years 2024 and 2023, except for Mr. Kim, 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 fiscal year 2024 with the amount pro-rated based on his service during fiscal year 2024. See footnote 7 below. | | (4) All amounts represent 401(k) employer matching contributions, imputed income for group term life insurance, HSA employer matching contributions and internet allowances. In fiscal year 2025, All Other Compensation: for Mr. Hurlston included $9,692 of 401(k) employer matching contributions and $1,885 of imputed income for group term life insurance; for Mr. Lowe included $5,000 of 401(k) employer matching contributions, $4,919 of imputed income for group term life insurance, and $1,000 of HSA employer matching contributions; for Mr. Ali included $2,622 of imputed income for group term life insurance and $1,000 of HSA employer matching contributions; for Mr. Retort included $5,000 of 401(k) employer matching contributions and $19,405 of imputed income for group term life insurance; for Mr. Yuen included $7,326 of 401(k) employer matching contributions and $4,902 of imputed income for group term life insurance; and for Mr. Kim included $14,000 of 401(k) employer matching contributions, $3,366 of imputed income for group term life insurance and $600 of internet allowance. | | (5) Mr. Hurlston joined the Company in February 2025. For fiscal year 2025, the amount in the Bonus column represents a sign-on incentive bonus which, together with approximately $23,000,000 of the amounts in the Stock Awards column, represent incentives designed to compensate Mr. Hurlston for incentive opportunities forfeited by leaving his prior employer. | | (6) The Company entered into a Transition Agreement and Release with Mr. Lowe, dated February 2, 2025 (the “Transition Agreement”), pursuant to which Mr. Lowe resigned as CEO and President effective as of immediately prior to 12:00 a.m. on February 7, 2025. Mr. Lowe remained a member of the Board and a full-time non-executive employee through February 20, 2025, at which time he transitioned to a role as a part-time employee advisor to the Company through December 15, 2025. Upon resignation, Mr. Lowe received a cash severance payment equal to $3,200,000, which is reflected in the Other Income column. As part of his Transition Agreement, Mr. Lowe received accelerated vesting of certain RSUs and PSUs upon his resignation in the amount of $8,952,478, which is also reflected in the Other Income column for fiscal year 2025. As part of his Transition Agreement, Mr. Lowe will also receive accelerated vesting of certain RSUs and PSUs, and the incremental fair value associated with such modification is $21,387,742 and is reflected in the Stock Awarded column for fiscal year 2025. See “Potential Payments upon a Termination or Change of Control.” |

  156. Summary Compensation Table

    | 68 | 2025 Proxy Statement |

  157. Summary Compensation Table

    | (7) Mr. Kim joined the Company in March 2024. For fiscal year 2025, the amount in the Bonus column represents the second 50% of a $300,000 sign-on incentive bonus designed to compensate Mr. Kim for the annual incentive opportunity forfeited by leaving his prior employer, and the amount in the Non-Equity Incentive Plan Compensation column reflects the AIP attainment for fiscal year 2025 in excess of 100%. For fiscal year 2024, the amount in the Bonus column represents (i) the first 50% of the $300,000 sign-on incentive bonus and (ii) a $78,750 portion of a guaranteed bonus under the AIP equal to 75% of annual base salary, all of which were negotiated at the time of Mr. Kim’s hiring. The remainder of the guaranteed cash bonus under the AIP negotiated at the time of Mr. Kim’s hiring was paid in RSUs granted in fiscal year 2025 with a one-year vesting condition, and the grant date fair value of those RSUs is included in the Stock Award column for fiscal year 2025. The 100% attainment of the non-guaranteed portion of Mr. Kim’s fiscal year 2025 AIP participation was paid in PSUs and the grant date fair value of such PSUs is reflected in the Stock Award column assuming achievement at target. | | (8) The amount in the Bonus column represents the second installment of a retention bonus that Mr. Yuen received in connection with Lumentum’s acquisition of Neophotonics. |

  158. Fiscal Year 2025 Grants of Plan-Based Awards Table

    Fiscal Year 2025 Grants of Plan-Based Awards Table The following table sets forth information with respect to plan-based compensation in fiscal year 2025 to each NEO, including cash and equity opportunities under the AIP and RSUs and PSUs under our long term incentive plan. The terms of the AIP opportunities are described in “Compensation Discussion and Analysis – Fiscal Year 2025 Annual Incentive Plan,” and the material terms of the equity awards are described in “Compensation Discussion and Analysis – Fiscal Year 2025 Long-Term Incentive Plan”. See “Compensation Discussion and Analysis” for a description of the material factors necessary to an understanding of the information disclosed below.

  159. Fiscal Year 2025 Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | 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 ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael Hurlston | N/A(3) | 228,214 | 456,429 | 912,857 | | | | | | | | 2/7/2025(4) | | | | | | | 103,684 | 8,906,456 | | | 2/7/2025(5) | | | | 80,644 | 161,287 | 322,574 | | 13,854,553 | | | 2/7/2025(6) | | | | 5,760 | 11,520 | 23,040 | | 989,568 | | | 2/7/2025(6) | | | | | | | 11,520 | 989,568 | | Alan Lowe | N/A | – | – | 1,200,000 | | | | | | | | 8/21/2024(7) | | | | 10,975 | 21,949 | 21,949 | | 1,237,704 | | | 8/21/2024 | | | | 46,643 | 93,285 | 186,570 | | 5,260,341 | | | 8/21/2024 | | | | | | | 93,286 | 5,260,398 | | Wajid Ali | N/A | – | – | 500,400 | | | | | | | | 8/21/2024(7) | | | | 4,576 | 9,152 | 9,152 | | 516,081 | | | 8/21/2024 | | | | 16,005 | 32,009 | 64,018 | | 1,804,988 | | | 8/21/2024 | | | | | | | 32,010 | 1,805,044 | | Jae Kim | N/A(8) | – | – | 225,000 | | | | | | | | 8/21/2024(8) | | | | | | | 4,732 | 266,837 | | | N/A(8) | – | – | 112,500 | | | | | | | | 8/21/2024(8) | | | | 1,029 | 2,057 | 2,057 | | 115,994 | | | 8/21/2024 | | | | 6,402 | 12,803 | 25,606 | | 721,961 | | | 8/21/2024 | | | | | | | 12,804 | 722,018 | | Vince Retort | N/A | – | – | 556,000 | | | | | | | | 8/21/2024(7) | | | | 5,085 | 10,169 | 10,169 | | 573,430 | | | 8/21/2024 | | | | 19,206 | 38,411 | 76,822 | | 2,165,996 | | | 8/21/2024 | | | | | | | 38,412 | 2,166,053 | | Wupen Yuen | N/A | – | – | 504,000 | | | | | | | | 8/21/2024(7) | | | | 4,609 | 9,218 | 9,218 | | 519,803 | | | 8/21/2024 | | | | 17,148 | 34,296 | 68,592 | | 1,933,951 | | | 8/21/2024 | | | | | | | 34,296 | 1,933,951 |

  160. Fiscal Year 2025 Grants of Plan-Based Awards Table

    | (1) Reflects the cash portion of the AIP for fiscal year 2025 at maximum of 200% payout where the first 100% of payout is paid in the PSUs granted on August 21, 2024. See footnotes 7 and 8 below. | | (2) 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. |

  161. Fiscal Year 2025 Grants of Plan-Based Awards Table

    | | 69 |

  162. Fiscal Year 2025 Grants of Plan-Based Awards Table

    | (3) Mr. Hurlston joined the Company in February 2025. He is eligible to earn a target bonus under the AIP for fiscal year 2025 of 130% of his base salary, prorated based on the number of days during the fiscal year on which he is employed by the Company. | | (4) As part of his Employment Agreement, Mr. Hurlston received RSUs, with one-third of the award vesting on the one-year anniversary of the grant date and the remaining 2/3 of the award vesting in substantially equal quarterly installments over the subsequent eight calendar quarters, intended as part of the compensation to Mr. Hurlston for compensation foregone at this prior employer and to motivate strong performance. | | (5) As part of his Employment Agreement, Mr. Hurlston was granted PSUs based on the Company’s total shareholder return as compared to the S&P 400 Information Technology (Sector) Index over the four-year period following the grant date. | | (6) As part of his Employment Agreement, Mr. Hurlston was granted additional RSUs and PSUs in the proportion as other NEOs and consistent with the terms and conditions of the awards previously granted to the other NEOS under the Company’s long-term incentive plan for the fiscal year 2025 to fiscal year 2027 period, except that the RSUs will vest 25% on the one-year anniversary of the vesting commencement date and the remaining 75% vesting in substantially equal quarterly installments over the subsequent six calendar quarters. | | (7) Reflects the PSU portion of the AIP for fiscal year 2025 at threshold of 50% and target of 100%. Any amount in excess of 100% is paid in cash. See footnote 1 above. | | (8) As part of his new hire offer in March 2024, Mr. Kim was guaranteed a minimum of 100% of his AIP target equal to 75% of his base salary for his first year of service from March 2024 to February 2025. He received a cash payout with respect to fiscal year 2024 and, in fiscal year 2025, he received a grant of 4,732 RSUs, subject to a one-year vesting requirement, for the remaining guaranteed amount. The maximum cash payment of $225,000 under non-equity incentive plan awards reflects the cash portion of AIP for the remainder of his first year of service at maximum of 200% payout where the first 100% of payout is paid in the RSUs noted above. For the period in fiscal year 2025, from March 2025 to June 2025, Mr. Kim received an award of 2,057 PSUs in connection with the AIP based on a prorated portion of his annual AIP target. See also footnote 7 to the “Summary Compensation Table” above. |

  163. 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 year 2025.

  164. 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) | | Michael Hurlston | 02/07/25 | 103,684 | 9,824,059 | | | | | 02/07/25 | | | 161,287(3) | 15,281,943 | | | 02/07/25 | | | 11,520(4) | 1,091,520 | | | 02/07/25 | 11,520(5) | 1,091,520 | | | | Alan Lowe | 08/23/23 | 15,932 | 1,509,557 | | | | | 08/23/23 | | | 95,581(6) | 9,056,300 | | | 08/21/24 | | | 21,949(7) | 2,079,668 | | | 08/21/24 | | | 93,285(4) | 8,838,754 | | | 08/21/24 | 46,645 | 4,419,614 | | | | Wajid Ali | 08/24/22 | 1,783 | 168,939 | | | | | 08/24/22 | | | 21,393(8) | 2,026,987 | | | 08/23/23 | 13,667 | 1,294,948 | | | | | 08/23/23 | | | 32,797(6) | 3,107,516 | | | 08/21/24 | | | 9,152(7) | 867,152 | | | 08/21/24 | | | 32,009(4) | 3,032,853 | | | 08/21/24 | 32,010 | 3,032,948 | | | | Jae Kim | 04/15/24 | 13,716 | 1,299,591 | | | | | 04/15/24 | | | 20,574(6) | 1,949,387 | | | 08/21/24 | 4,732(9) | 448,357 | | | | | 08/21/24 | | | 2,057(7) | 194,901 | | | 08/21/24 | | | 12,803(4) | 1,213,084 | | | 08/21/24 | 12,804 | 1,213,179 | | |

  165. Outstanding Equity Awards at Fiscal Year-End Table

    | 70 | 2025 Proxy Statement |

  166. 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) | | Vincent Retort | 08/24/22 | 2,140 | 202,765 | | | | | 08/24/22 | | | 25,671(8) | 2,432,327 | | | 08/23/23 | 16,401 | 1,553,995 | | | | | 08/23/23 | | | 39,357(6) | 3,729,076 | | | 08/21/24 | | | 10,169(7) | 963,513 | | | 08/21/24 | | | 38,411(4) | 3,639,442 | | | 08/21/24 | 38,412 | 3,639,537 | | | | Wupen Yuen | 08/03/22 | 421 | 39,890 | | | | | 08/03/22 | 1,233 | 116,827 | | | | | 08/03/22 | 705 | 66,799 | | | | | 08/23/22 | 510 | 48,323 | | | | | 08/24/22 | | | 6,112(8) | 579,112 | | | 08/23/23 | 14,643 | 1,387,424 | | | | | 08/23/23 | 7,810 | 739,998 | | | | | 08/23/23 | | | 35,140(6) | 3,329,515 | | | 08/21/24 | | | 9,218(7) | 873,406 | | | 08/21/24 | | | 34,296(4) | 3,249,546 | | | 08/21/24 | 34,296 | 3,249,546 | | |

  167. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Time-based RSUs that vest 1/3 of the awarded units on the one-year 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 $94.75 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on June 28, 2025. | | (3) PSUs that vest based on the Company’s performance over the four-year period beginning on the first trading day following the grant date based on the Company’s total shareholder return performance as compared to the S&P 500 Information Technology (Sector) Index. These PSUs vest, once achievement is determined, following the fourth anniversary of the grant date. | | (4) PSUs that vest based on the Company’s performance in fiscal years 2025, 2026 and 2027 and cumulative performance for fiscal years 2025, 2026 and 2027, in each case relative to revenue targets, relative total shareholder return 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 on the earlier of the date achievement is determined after the fiscal year 2027 performance period or the third anniversary of the grant date. | | (5) Time-based RSUs that vest 25% on the one-year anniversary of the vesting commencement date and the remaining 75% vesting in substantially equal quarterly installments over the subsequent six calendar quarters. | | (6) PSUs that vest based on the Company’s performance in fiscal years 2024, 2025 and 2026 and cumulative performance for fiscal years 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 on the earlier of the date achievement is determined after the fiscal year 2026 performance period or the third anniversary of the grant date. | | (7) Reflects the PSU portion of the AIP for fiscal year 2025. The PSUs vest based on the Company’s performance in fiscal year 2025 relative to revenue, operating income and key objectives targets set by the Compensation Committee. The PSU share amounts and values in the table above are based on achievement at target. These PSUs vest on the earlier of the date achievement is determined or the first anniversary of the grant date. | | (8) PSUs that vest based on the Company’s performance in fiscal years 2023, 2024 and 2025 and cumulative performance for fiscal years 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 on the earlier of the date achievement is determined after the fiscal year 2025 performance period or the third anniversary of the grant date. | | (9) Time-based RSUs that vest in full on the one-year anniversary of the grant date. These RSUs were granted with respect to payments to Mr. Kim under the AIP for a portion of his first year of employment. |

  168. Outstanding Equity Awards at Fiscal Year-End Table

    | | 71 |

  169. Stock Vested in Fiscal Year 2025

    Stock Vested in Fiscal Year 2025 The following table sets forth information on vesting of equity awards during fiscal year 2025 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.

  170. Stock Vested in Fiscal Year 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Michael Hurlston(2) | – | – | | Alan Lowe(3) | 239,043 | 17,084,322 | | Wajid Ali | 35,365 | 2,289,692 | | Jae Kim | 6,858 | 533,278 | | Vincent Retort | 42,695 | 2,761,139 | | Wupen Yuen | 35,826 | 2,391,028 |

  171. Stock Vested in Fiscal Year 2025

    | (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. | | (2) Mr. Hurlston joined the Company in February 2025. | | (3) Mr. Lowe entered into a Transition Agreement with the Company that accelerated the vesting of a number of his equity awards in fiscal year 2025. See “Mr. Lowe’s Transition Agreement”. |

  172. 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. During fiscal year 2025, we had two individuals serve as our Principal Executive Officer (“PEO”). Mr. Alan Lowe served as CEO until February 6, 2025, and Mr. Michael Hurlston was appointed CEO effective February 7, 2025. Pursuant to Instruction 10 to Item 402(u), we elected to calculate annual total compensation for our PEO using the compensation of Mr. Michael Hurlston, who was serving as CEO on the date we identified our median employee. This approach is permitted under SEC rules and we believe it provides the most meaningful disclosure for shareholders. Fiscal year 2025 compensation also reflects extraordinary amounts associated with the CEO transition, which we describe further in the “Compensation Discussion and Analysis.” The year-over-year increase in our CEO to median employee pay ratio is directly attributable to the extraordinary fiscal year 2025 CEO compensation resulting from the CEO transition and a shift in our median employee based on the increase in hourly manufacturing employees. For more information, see “CEO Transition,” “Compensation Arrangements for Mr. Hurlston” and “Fiscal Year 2025 Executive Compensation Program Elements – Fiscal Year 2025 Equity Awards for Mr. Hurlston” in “Compensation Discussion and Analysis” above.

  173. CEO Pay Ratio

    | CEO annual total compensation as reported in Summary Compensation Table: | $27,670,076 | | Median employee annual total compensation: | $9,595 | | Ratio of our CEO to median employee: | 2,884 to 1 |

  174. CEO Pay Ratio

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

  175. CEO Pay Ratio

    | • | We identified the median employee by reviewing the annual salary as of June 28, 2025 plus actual fiscal year 2025 Annual Incentive Plan (AIP) payout including PSU grant value plus actual commission payout during fiscal year 2025. | | • | We included employees working on a full-time and part-time basis, which includes employees integrated from recent acquisitions; | | • | 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 | | • | After we identified the median employee, annual total compensation was then calculated by combining the following: |

  176. CEO Pay Ratio

    | • | Annual salary as of June 28, 2025; | | • | Actual fiscal year 2025 AIP payout (Including PSU grant value); | | • | Actual commission payout during fiscal year 2025; and | | • | Other actual cash compensation during fiscal year 2025 (overtime, allowance, etc.). |

  177. CEO Pay Ratio

    | 72 | 2025 Proxy Statement |

  178. Pay Versus Performance

    Pay Versus Performance The following table shows the total compensation for our NEOs for the past five fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our PEO (Michael Hurlston, Chief Executive Officer since 2025), former PEO (Alan Lowe, Chief Executive Officer from 2015 to 2025) 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 net income, and revenue.

  179. Pay Versus Performance

    | | Alan Lowe | | Michael Hurlston | | | | | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | 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 Actually Paid to non-PEO NEOs(2) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | Net Income ($M)(5) | Revenue ($M)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | $46,407,285 | $46,661,132 | $27,670,076 | $34,152,996 | $4,614,066 | $11,993,836 | $124.46 | $199.56 | $25.90 | $1,645.0 | | 2024 | $12,077,066 | $9,284,053 | $0 | $0 | $3,864,547 | $3,201,388 | $66.89 | $186.44 | ($546.5) | $1,359.2 | | 2023 | $13,905,732 | $6,157,896 | $0 | $0 | $4,514,349 | $2,014,899 | $74.52 | $139.07 | ($131.6) | $1,767.0 | | 2022 | $10,793,744 | $10,940,691 | $0 | $0 | $3,837,309 | $3,910,681 | $102.22 | $108.03 | $198.9 | $1,712.6 | | 2021 | $10,299,689 | $12,146,329 | $0 | $0 | $3,551,321 | $4,214,728 | $109.64 | $149.90 | $397.3 | $1,742.8 |

  180. Pay Versus Performance

    | (1) The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported for PEO (Hurlston) and former 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.” |

  181. Pay Versus Performance

    | (2) The dollar amounts reported in column (c), (e), and (g) 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. The following table details these adjustments: | | The following table details these adjustments for each fiscal year for our PEO and for our non-PEO NEOs on average: |

  182. 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 (i) | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (ii) | Add Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year (iii) | 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 (iv) | 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 (v) | CAP (c) | | 2025 | PEO Alan Lowe | $46,407,285 | ($33,146,184) | $21,120,221 | $4,887,615 | $3,560,574 | $3,831,622 | $0 | $46,661,132 | | | PEO Michael Hurlston | $27,670,076 | ($24,740,145) | $31,223,065 | $0 | $0 | $0 | $0 | $34,152,996 | | | NEOs | $4,614,066 | ($3,811,527) | $8,247,898 | $2,464,893 | $0 | $478,506 | $0 | $11,993,836 | | 2024 | PEO Alan Lowe | $12,077,066 | ($11,003,208) | $9,734,020 | ($496,704) | $0 | $0 | ($1,027,121) | $9,284,053 | | | Non-PEO NEOs | $3,864,547 | ($3,384,415) | $3,053,104 | ($112,027) | $0 | $0 | ($219,821) | $3,201,388 | | 2023 | PEO Alan Lowe | $13,905,732 | ($12,528,619) | $7,293,688 | ($4,368,577) | $0 | $1,855,672 | $0 | $6,157,896 | | | Non-PEO NEOs | $4,514,349 | ($3,847,814) | $2,206,098 | ($1,430,875) | $0 | $573,141 | $0 | $2,014,899 | | 2022 | PEO Alan Lowe | $10,793,744 | ($8,901,523) | $8,033,359 | ($132,894) | $0 | $1,148,005 | $0 | $10,940,691 | | | Non-PEO NEOs | $3,837,309 | ($2,957,948) | $2,669,459 | ($44,163) | $0 | $406,023 | $0 | $3,910,681 | | 2021 | PEO Alan Lowe | $10,299,689 | ($8,565,127) | $8,245,083 | $1,274,229 | $0 | $892,454 | $0 | $12,146,329 | | | Non-PEO NEOs | $3,551,321 | ($2,655,195) | $2,558,147 | $446,044 | $0 | $314,411 | $0 | $4,214,728 |

  183. 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. |

  184. 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: |

  185. 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. |

  186. 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. |

  187. Pay Versus Performance

    | | 73 |

  188. Pay Versus Performance

    | (3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: |

  189. Pay Versus Performance

    | 2025 | Wajid Ali, Vincent Retort, Wupen Yuen, and Jae Kim | | 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 |

  190. Pay Versus Performance

    | (4) TSR determined in Column (h) is based on the value of an initial fixed investment of $100 in LITE as of June 28, 2020. TSR determined in Column (i) is based on the value of an initial fixed investment of $100 in the NASDAQ 100 Technology Sector Index as of June 28, 2020. |

  191. Pay Versus Performance

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

  192. Pay Versus Performance

    | (6) Lumentum’s selected Revenue as their Company Selected Measure, which is the most important financial measure that links company performance with Compensation Actually Paid. Dollar amounts in Column (k) are LITE’s GAAP Revenue for each fiscal year (in millions). |

  193. 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, former PEO, and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR, and Peer Group TSR, (ii) our net income, and (iii) our Revenue, in each case, for the fiscal years 2021 through 2025. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.

  194. Performance Measures

    | Most Important Performance Measures Driving Compensation Actually Paid | | Revenue | | Operating Income | | Product and Sustainability Goals |

  195. 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 28, 2025, the last day of our most recent fiscal year, under the Lumentum CIC Plan as amended in August 2023, and as modified by the Hurlston Offer Letter with respect to Mr. Hurlston. Mr. Lowe’s payments and benefits are set forth below and reflect the terms of the Lowe Transition Agreement as described above. Except as otherwise noted, the value of accelerated equity is based on a price per share of $94.75, the closing stock price on June 27, 2025, the last trading day of our most recent fiscal year.

  196. 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 ($) | Termination w/o Cause or for Good Reason ($) | Termination w/o Cause or for Good Reason ($) | | Michael Hurlston | Salary | | 1,800,000 | 1,800,000 | | | AIP(1) | | 2,340,000 | 2,340,000 | | | Equity Awards | 27,289,042 | 10,354,659 | 27,289,042 | | | COBRA | | 35,138 | 52,707 | | | Total | 27,289,042 | 14,529,797 | 31,481,749 | | Wajid Ali | Salary | | 556,000 | 1,112,000 | | | AIP(1) | | 500,400 | 1,000,800 | | | Equity Awards | 11,731,945 | 6,950,355 | 11,731,945 | | | COBRA | | 25,375 | 38,063 | | | Total | 11,731,945 | 8,032,130 | 13,882,808 | | Jae Kim | Salary | | 450,000 | 900,000 | | | AIP(1) | | 337,500 | 675,000 | | | Equity Awards | 5,538,801 | 1,946,323 | 5,733,702 | | | COBRA | | 35,138 | 52,707 | | | Total | 5,538,801 | 2,768,961 | 7,166,508 | | Vincent Retort | Salary | | 556,000 | 1,112,000 | | | AIP(1) | | 556,000 | 1,112,000 | | | Equity Awards | 14,078,429 | 7,479,337 | 14,078,429 | | | COBRA | | 25,437 | 38,155 | | | Total | 14,078,429 | 8,616,774 | 16,340,584 | | Wupen Yuen | Salary | | 504,000 | 1,008,000 | | | AIP(1) | | 504,000 | 1,008,000 | | | Equity Awards | 12,681,530 | 6,388,898 | 11,808,124 | | | COBRA | | 39 | 58 | | | Total | 12,681,530 | 7,396,936 | 13,824,182 |

  197. Potential Payments upon a Termination or Change in Control

    | (1) The AIP is comprised of PSUs for amounts up to target with cash paid for amounts above target in 2025. The value of the AIP above is calculated at target. |

  198. Potential Payments upon a Termination or Change in Control

    | | 79 |

  199. Potential Payments upon a Termination or Change in Control

    | Name | Benefit | | | | Alan Lowe | | Transition Agreement(1) | | | | Cash Severance | | 3,200,000 | | | AIP | | 2,034,014 | | | Equity Awards | | 14,015,225 | | | Total | | 19,249,239 | | | | Separation Agreement(2) | | | | Salary continuation | | 70,000 | | | Equity Awards | | 23,824,224 | | | Total | | 23,894,224 |

  200. Potential Payments upon a Termination or Change in Control

    | (1) Mr. Lowe’s benefits reflect the benefits to which Mr. Lowe became entitled pursuant to the Lowe Transition Agreement as of February 6, 2025, the last date of his employment as Chief Executive Officer. Pursuant to the terms of the Lowe Transition Agreement, Mr. Lowe was entitled to continue to participate in the 2025 AIP which would be paid out to the extent earned in August 2025. The AIP is comprised of PSUs for amounts up to target with cash paid for amounts above target in 2025. The value of the AIP above is calculated based on actual achievement. The value of accelerated equity under the Transition Agreement is based on the stock price of $92.67, the closing price of our common stock on February 6, 2025. | | (2) Pursuant to the Separation Agreement, Mr. Lowe is entitled to a pro rata annual salary of $85,000 (equal to $70,000 for the term of the Separation Agreement), continued vesting of time- based equity awards and acceleration of certain PSUs if he continues to provide services through December 15, 2025. If Mr. Lowe is earlier terminated by Lumentum without cause (including due to disability) or due to Mr. Lowe’s death, he would be entitled to 100% acceleration of all remaining time-based awards and the PSUs subject to the Separation Agreement. The salary component would cease. Consistent with the assumption of a termination of employment as of the last day of the fiscal year, the value of accelerated equity under the Transition Agreement is based on the stock price of $94.75, the closing price of our common stock on June 27, 2025, the last trading day of our most recent fiscal year. |