DEF 14A of Lumentum Holdings Inc.

Filed Oct 6, 2026 · FY20260001308179-26-000420

Open on EDGAR

Director Nominees
Director Nominees
Director Nominees
| | | | | Committees | | | | | Name and Primary Occupation | Independent | Age | Director Since | Audit | Compensation | Governance | Other Current Public Company Boards | | Pamela F. Fletcher CEO, Sion Power Corporation | | 60 | 2023 | | | | Chemours | | Isaac H. Harris Founder and CEO, DATKI Partners | | 60 | 2021 | | | | None | | Penelope A. Herscher (Chair) Advisor to Entrepreneurs; Former CEO | | 66 | 2015 | | | | Forvia, Penguin Solutions | | Michael E. Hurlston President and CEO, Lumentum | | 59 | 2025 | | | | Flex, Astera Labs | | Brian J. Lillie President and CRO of ZutaCore, Inc. | | 62 | 2015 | | | | None | | Paul R. Lundstrom CFO, Copeland LP | | 51 | 2024 | | | | None | | Ian S. Small CEO, Blues Inc. | | 62 | 2018 | | | | None | | S. Thad Trent Executive Vice President and CFO, ON Semiconductor Corporation | | 59 | 2025 | | | | None |
Director Nominees
| | Member | | Chair |
Director Nominees
| 4 | 2026 Proxy Statement |
Director Nominee Snapshot
Director Nominee Snapshot
Director Nominee Snapshot
| | Pamela Fletcher | Isaac Harris | Penelope Herscher | Michael Hurlston | Brian Lillie | Paul Lundstrom | Ian Small | Thad Trent | | 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) | <4 | 5 | 11 | <2 | 11 | <2 | 8 | <1 | | Independence | | | | | | | | | | Age | 60 | 60 | 66 | 59 | 62 | 51 | 62 | 59 | | Gender | Female | Male | Female | Male | Male | Male | Male | Male |
Compensation Committee
Compensation Committee
Compensation Committee
| MEMBERS:* Pamela F. Fletcher (Chair)** Brian J. Lillie Ian S. Small MEETINGS: 7 | The Compensation Committee is responsible for: • assisting the board of directors in discharging its responsibilities for executive compensation; • ensuring that the Company adopts and maintains responsible and competitive compensation programs for its employees, officers and directors consistent with the long-range interests of stockholders; • the administration of the Company’s employee stock purchase plan and equity incentive plans; • reviewing the Compensation Discussion and Analysis section contained in our Proxy Statement and preparing the Compensation Committee Report for inclusion in our Proxy Statement; and • reviewing and considering the results of any advisory stockholder votes on executive compensation. |
Compensation Committee
| * Mr. Harris served on the Compensation Committee through the 2025 Annual Meeting | | ** Ms. Fletcher replaced Mr. Small as Chair on October 1, 2026 |
Compensation Committee
The board of directors has determined that all members of the Compensation Committee are “independent” as that term is defined in the applicable rules and regulations of the SEC and the Nasdaq listing rules. Each member of the Compensation Committee is a non-employee director under Rule 16b-3 promulgated under the Exchange Act. A copy of the Compensation Committee charter can be viewed at the Company’s website at www.lumentum.com. During fiscal year 2026, the Compensation Committee engaged Semler Brossy to assist the Compensation Committee with its analysis and review of the compensation of our executive officers, as well as a risk analysis of our compensation programs. Semler Brossy provides advice relating to our compensation peer group selection as well as support and specific analysis with regard to compensation data and formulation of recommendations for executive compensation. In addition, in fiscal year 2026, Semler Brossy provided compensation data and assisted in formulation of recommendations for outside director compensation. Semler Brossy reports directly to our Compensation Committee, and the Compensation Committee has determined that Semler Brossy is independent from management and that the work of Semler Brossy has not raised any conflicts of interest. Semler Brossy attends most Compensation Committee meetings, works directly with the Compensation Committee Chair and Compensation Committee members, and sends all invoices, including descriptions of services rendered, to the Compensation Committee Chair for review and payment approval. All work performed for the Company by Semler Brossy in fiscal year 2026 was in support of the Compensation Committee and authorized by the Compensation Committee. Additional information on the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed in the section entitled “Compensation Discussion and Analysis – Compensation Decision Processes.”
Governance Committee
Governance Committee
Governance Committee
| MEMBERS:* Penelope A. Herscher (Chair)** Julia S. Johnson Isaac H. Harris (joined as of July 2026) MEETINGS: 4 | The Governance Committee: • serves as our nominating committee; • oversees our corporate governance practices; and • oversees annual board of directors, committee, and individual director evaluations. |
Governance Committee
| * Ms. Fletcher served on the Governance Committee through the 2025 Annual Meeting | | ** Ms. Herscher replaced Ms. Johnson as Chair on October 1, 2026 |
Governance Committee
The board of directors has determined that all members of the Governance Committee are “independent” as that term is defined in the applicable Nasdaq listing rules. A copy of the charter can be viewed at the Company’s website at www.lumentum.com.
Governance Committee
| 14 | 2026 Proxy Statement |
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.
ELECTION OF DIRECTORS
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 2027 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. Trent is standing for election by stockholders for the first time and was initially recommended to the board of directors through various relationships. 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.
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.
Director Nominees
| Pamela F. Fletcher, 60 | DIRECTOR SINCE: February 2023 | | COMMITTEE MEMBERSHIP: Compensation (Chair) | 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 |
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.
Director Nominees
| 20 | 2026 Proxy Statement |
Director Nominees
| Isaac H. Harris, 60 | DIRECTOR SINCE: June 2021 | | COMMITTEE MEMBERSHIP: Audit; Governance | QUALIFICATIONS • Strong leadership and business experience • Extensive experience in supply chain and operations • Significant business experience internationally |
Director Nominees
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, LLC, a supply chain strategy consulting firm, a position he has held since January 2024. Mr. Harris served as the interim chief procurement officer at Lumentum from December 2025 to May 2026. 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.
Director Nominees
| Penelope A. Herscher, 66 | DIRECTOR SINCE: August 2015 |
Director Nominees
| BOARD CHAIR COMMITTEE MEMBERSHIP: Governance (Chair) | 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 |
Director Nominees
EXPERIENCE: Ms. Herscher is a seasoned public technology 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.
Director Nominees
| | 21 |
Director Nominees
| Michael E. Hurlston, 59 | DIRECTOR SINCE: February 2025 |
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 |
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.
Director Nominees
| Brian J. Lillie, 62 | DIRECTOR SINCE: August 2015 | | COMMITTEE MEMBERSHIP: Compensation | QUALIFICATIONS • Extensive executive-level experience in the technology industry and specifically in the data center markets • Strong technical background, including significant experience in data security |
Director Nominees
EXPERIENCE: Mr. Lillie is a technology industry veteran with 30 years of executive and board experience in high-growth companies. Mr. Lillie currently serves as president and chief revenue officer at ZutaCore Inc., a leading provider of waterless, two-phase liquid cooling technology for high-density AI and data center infrastructure, positions he has held since October 2025. Mr. Lillie previously 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.
Director Nominees
| 22 | 2026 Proxy Statement |
Director Nominees
| Paul R. Lundstrom, 51 | DIRECTOR SINCE: December 2024 |
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 |
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.
Director Nominees
| Ian S. Small, 62 | DIRECTOR SINCE: December 2018 | | COMMITTEE MEMBERSHIP: Compensation | 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 |
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.
Director Nominees
| | 23 |
Director Nominees
| S. Thad Trent, 59 | DIRECTOR SINCE: December 2025 | | COMMITTEE MEMBERSHIP: Audit | QUALIFICATIONS • Experience as chief financial officer of publicly traded semiconductor companies • Extensive executive-level finance and business experience in the technology industry • Expertise in corporate finance, financial reporting and strategic business management • Board and corporate governance experience • Experience managing global businesses and operating in international markets |
Director Nominees
Mr. Trent is a seasoned finance professional with leadership and management experience with both global publicly-held technology companies and startups. Mr. Trent currently serves as executive vice president and chief financial officer of ON Semiconductor Corporation (onsemi), a global leader of semiconductor technologies, a role he has held since February 2021. Prior to joining onsemi, Mr. Trent was chief financial officer of Cypress Semiconductor Corporation from 2014 until its acquisition by Infineon Technologies AG in 2020, and was vice president, finance from 2005 to 2014. He held earlier finance leadership roles at Wind River Systems, Inc. and Wyle Electronics. He currently serves on the Board of Directors of Leia Inc. and previously served on the boards of several privately held companies. Mr. Trent holds a Bachelor of Science in Business Administration and Finance from San Diego State University.
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 2026. The compensation of our Outside Directors is reviewed regularly by the Compensation Committee, whose 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 2025 Equity Incentive Plan (the “2025 Plan”) and cash, as described below:
Outside Director Compensation for Fiscal Year 2026
Outside Director Compensation for Fiscal Year 2026 The following table provides information regarding the total compensation that was paid to each of our Outside Directors for fiscal year 2026. Directors who are also our employees receive no additional compensation for their service as directors. See “Executive Compensation” for information about Mr. Hurlston’s compensation.
Outside Director Compensation for Fiscal Year 2026
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Penelope A. Herscher(2) | 185,000 | 345,024 | 530,024 | | Harold L. Covert(3) | 42,500 | 0 | 42,500 | | Pamela F. Fletcher(4) | 377,127 | 1,100,690 | 1,477,817 | | Isaac H. Harris(5) | 268,072 | 2,112,575 | 2,380,647 | | Julia S. Johnson(6) | 100,000 | 345,024 | 445,024 | | Brian J. Lillie(7) | 85,000 | 345,024 | 430,024 | | Paul R. Lundstrom(8) | 140,596 | 986,936 | 1,127,532 | | Ian S. Small(9) | 108,000 | 345,024 | 453,024 | | S. Thad Trent(10) | 46,427 | 448,995 | 495,422 |
Outside Director Compensation for Fiscal Year 2026
| (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 1,283 RSUs as of June 27, 2026. | | (3) Mr. Covert did not stand for re-election at the 2025 Annual Meeting. | | (4) Ms. Fletcher held 1,283 RSUs as of June 27, 2026. In addition to her standard Outside Director compensation of $85,000 in cash and $345,024 in equity for fiscal year 2026, Ms. Fletcher received a corrective RSU grant with a value of $755,665 and a cash payment of $292,127 to cover additional 2025 taxes (caused by the stock price upon vesting of the delayed corrective RSU award being higher than the stock price when the pro-rated Annual RSU Award should have vested) as she was not granted a pro-rated Annual RSU Award to which she was entitled under the director compensation program when she joined the board of directors in 2023. In accordance with the 2025 Plan, the corrective grant is not counted against the fiscal year 2026 non-employee director compensation limit. | | (5) Mr. Harris held 1,283 RSUs as of June 27, 2026. In addition to his standard Outside Director compensation of $49,505 in cash and $345,024 in equity for fiscal year 2026, Mr. Harris received $218,567 in cash salary and $1,767,551 in equity as employee compensation during his term as Interim Chief Procurement Officer during fiscal year 2026. Mr. Harris did not receive cash compensation as an Outside Director during his term as Interim Chief Procurement Officer. In accordance with the 2025 Plan, any equity awards or other compensation provided for services as an employee are not counted against the fiscal year 2026 non-employee director compensation limit. See Interim Chief Procurement Officer Compensation below for further information. | | (6) Ms. Johnson held 1,283 RSUs as of June 27, 2026. | | (7) Mr. Lillie held 1,283 RSUs as of June 27, 2026. | | (8) Mr. Lundstrom held 2,517 RSUs as of June 27, 2026. In addition to his standard Outside Director compensation of $120,000 in cash and $345,024 in equity for fiscal year 2026, Mr. Lundstrom received a corrective RSU grant with a value of $641,912 and a cash payment of $20,596 to cover additional 2025 taxes (caused by the stock price upon vesting of the delayed corrective RSU award being higher than the stock price when the pro-rated Annual RSU Award should have vested) as he was not granted a pro-rated Annual RSU Award to which he was entitled under the director compensation program when he joined the board of directors in 2024. In accordance with the 2025 Plan, the corrective grant is not counted against the fiscal year 2026 non-employee director compensation limit. | | (9) Mr. Small held 1,283 RSUs as of June 27, 2026. | | (10) Mr. Trent held 1,205 RSUs as of June 27, 2026. |
Outside Director Compensation for Fiscal Year 2026
Interim Chief Procurement Officer Compensation. In fiscal year 2026, following the departure of certain key supply chain personnel, the Company engaged Mr. Harris to serve as Interim Chief Procurement Officer, reporting to the CEO. The Company needed executive level management of its supply chain to ensure successful delivery on significant customer commitments that were expected to generate substantial revenue and drive increased shareholder value. Mr. Harris is a seasoned supply chain executive, and the Board determined his expertise would be valuable in ensuring solid execution and stability until a permanent executive could be engaged. Accordingly, the Company engaged Mr. Harris on an interim basis for compensation consisting of $37,100 per month in cash compensation and $220,000 in equity to be granted at the end of each month with the number of shares calculated by dividing the value based on the average of the volume weighted average trading price of our common stock during the calendar month preceding the grant date. Mr. Harris’ service in the interim role started in December 2025 and terminated at the end of May 2026.
Outside Director Compensation for Fiscal Year 2026
| 26 | 2026 Proxy Statement |
Executive Summary
| – | A narrowed and enhanced focus on objectively measurable financial, operational and relative performance goals |
Executive Summary
| – | Elimination of strategic progress objectives from the fiscal year 2026 compensation programs | | – | Adoption of a 1-year performance period for the 50% of our PSUs based on EPS, while retaining 3-year cliff vesting, allowing the Compensation Committee to set more aggressive and rigorous targets that fully reflect the market opportunity, while at the same time retaining flexibility as Lumentum navigates rapidly evolving markets |
Executive Summary
| • | We emphasized performance-based compensation by increasing the performance-share orientation in our CEO equity mix from 50% PSUs / 50% RSUs to 66% PSUs / 34% RSUs | | • | Our revenue exceeded the 300% achievement level for our fiscal years 2024 – 2026 Long-Term Incentive Plan Performance Stock Units (PSUs), resulting in the maximum payout capped at 200% of target | | • | Our fiscal year 2026 Annual Incentive Plan (AIP) for executive officers was paid at 186.3% of target, representing performance at all levels of the Company, including corporate, product category operational performance and manufacturing performance metrics, and for the first time since fiscal year 2022, our AIP was paid entirely in cash to align payouts directly with annual results | | • | We received support from 88.3% of votes cast by our stockholders on our Say on Pay advisory vote in November 2025 and, in engagements since our last annual meeting, stockholders have continued to voice support for our approach to executive compensation |
Fiscal Year 2026 Say-on-Pay Vote and Stockholder Engagement
| • | Changes to our compensation peer group | | • | Changes to our Annual Incentive Plan (AIP) | | • | Changes to our performance-based Long-Term Incentive Plan (LTIP) |
Actions Taken with Respect to Fiscal Year 2026 Compensation
| Concerns about overlap between short-term and long-term programs | Desire for relative performance vs. peers to factor directly into compensation | Desire for increased alignment between stockholder value creation and compensation program outcomes | | • We switched from total revenue to an EPS metric in our fiscal year 2026 LTIP PSU design • We added objectively measurable product category operational performance metrics and manufacturing performance metrics to our fiscal year 2026 AIP design • We revised our fiscal year 2026 AIP to pay bonuses entirely in cash rather than a combination of cash and PSUs to align payouts directly with annual financial results | • 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, we increased the rTSR metric percentage of our 2025 LTIP awards to 33% • For fiscal year 2026, we increased the rTSR metric weighting again to 50% of our fiscal years 2026 – 2028 PSUs | • We added rTSR as a metric in our LTIP PSU design in fiscal year 2025 and increased it to a 50% weighting in fiscal year 2026 • We switched from revenue to an EPS metric in our fiscal year 2026 LTIP PSU design to reinforce the Company’s focus on ramping our manufacturing, supply chain and operations efficiently and cost-effectively to capture market opportunities as well as long-term revenue growth and the bottom-line results that benefit stockholders • We increased the performance-share orientation for our CEO equity mix to 66% PSUs / 34% RSUs | | Concern that non-financial objectives may not be sufficiently rigorous | | | | • We eliminated strategic progress objectives completely from our fiscal year 2026 AIP and LTIP, focusing on financial and other measurable performance objectives as well as rTSR | | |
Actions Taken with Respect to Fiscal Year 2026 Compensation
| Fiscal Years 2026 – 2028 PSU Changes 1. Increased weighting of relative Total Stockholder Return metric 2. Change in performance metric from total revenue to EPS | |
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. |
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. |
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 |
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 considers and selects an appropriate group of companies to use for executive compensation review and analysis purposes to provide data that assists it in making decisions on Lumentum’s executive compensation program. In addition to the peer group, the Compensation Committee also reviews market data from the US Radford Survey for information technology companies with comparable revenue size to assess the competitiveness of our executive compensation programs. The Compensation Committee considers multiple factors in selecting appropriate peer companies:
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 |
Peer Group
The Compensation Committee reviews market and talent competitors for potential inclusion in our peer group primarily based on revenue and market capitalization. The Compensation Committee, with the input of Semler Brossy, undertook a substantial rebalancing of the peer group for fiscal year 2025 to ensure that Lumentum’s pay and performance outcomes were aligned versus the appropriate market peer group on a relative basis and approved significant changes to the fiscal year 2025 peer group 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. 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:
Peer Group
| Revenue 45-55th Percentile | Market Capitalization 40-50th Percentile |
Peer Group
| | 41 |
Peer Group
In February 2025, when the Compensation Committee reviewed and set the peer group for fiscal year 2026, the Company’s fiscal year 2025 revenue was expected to remain relatively flat, maintaining near median positioning against the fiscal year 2025 peer group. As a result, the Compensation Committee believed that the fiscal year 2025 peer group would remain reasonably representative of appropriately sized companies in the markets in which we compete for customers and for talent for fiscal year 2026. Moreover, while the Compensation Committee makes changes in the peer group from time to time, the Compensation Committee has endeavored to maintain year-over-year consistency when possible. As a result, based on recommendations from Semler Brossy, the Compensation Committee elected not to change the peer group for fiscal year 2026.
Fiscal Year 2026 Peer Group
Fiscal Year 2026 Peer Group
Characteristics of Peer Group
Characteristics of Peer Group Companies similar in revenue, size, and business operations to Lumentum as of February 2025
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 |
Peer Group Financial Positioning
Peer Group Financial Positioning Financial positioning relative to peers at time of selection as of February 2025 Note: Revenue is on a trailing 12-month basis. Market capitalization is a 60-day average ending February 1.
Peer Group Financial Positioning
| Fiscal Year 2025 and Fiscal Year 2026 Peer Group | | | ADTRAN | MaxLinear | | Advanced Energy | MKS Instruments | | Calix | OSI Systems | | Ciena | Semtech | | Cirrus | Skyworks Solutions | | Coherent | Synaptics | | Diodes | Universal Display | | Entegris | Viasat | | Extreme Networks | Viavi Solutions | | IPG Photonics | Wolfspeed |
Peer Group Financial Positioning
Based on the Company’s substantially higher revenue in fiscal year 2026, along with substantially higher growth rates and market capitalization, shareholders should expect that the peer group for fiscal year 2027 has been reset significantly.
Fiscal Year 2026 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 2026 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 | • Individual target incentive opportunities in fiscal year 2026 were changed for only one of our continuing NEOs (See “Fiscal Year 2026 Executive Compensation Program Elements – Fiscal Year 2026 Annual Incentive Plan – AIP Target Incentive Opportunities” below) • Changed the annual incentive plan metrics to incorporate corporate financial metrics (revenue, gross margin and operating income), product category operational performance metrics, and manufacturing performance metrics, incentivizing accountability by our NEOs across all aspects of the organization and aligning executive incentives with the incentives of each of our employee categories • Eliminated the payment of annual incentive compensation in PSUs; earned awards for fiscal year 2026 were paid entirely in cash to align payouts directly with annual financial results | | 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 2026 for continuing NEOs. • 34% of annual LTIP equity awards were made in RSUs for our CEO and 50% of annual LTIP equity awards were made in RSUs for our other NEOs • 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 relative total stockholder return objectives that we believe will create long-term stockholder value | • 66% of annual LTIP awards were made in PSUs for our CEO and 50% of annual LTIP equity awards were made in PSUs for our other NEOs • For our fiscal year 2026 PSUs, based on stockholder feedback and evolving corporate priorities, we changed the performance metric from revenue to EPS, and we changed the weighting from 67% on revenue and 33% on rTSR to 50% for each of EPS and rTSR • Given the rapid evolution occurring in our industry and markets, we set 1-year EPS performance goals with 3-year cliff vesting, allowing us to set more aggressive and rigorous targets than could be projected over a longer performance period while ensuring focus on retention • We continue to set rTSR goals as 3-year performance goals |
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:
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. |
Performance Metrics and Target Setting
Our AIP program has a one-year performance period, while our LTIP program for fiscal year 2026 incorporates both one-year financial performance and three-year stock performance periods. 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 officer level employees. Some metrics are more relevant to a broad employee population; others are more appropriate and controllable by particular groups within the organization or by the executive population. The Compensation Committee considers all these factors in deciding which metrics to use in which program.
Performance Metrics and Target Setting
| 44 | 2026 Proxy Statement |
Performance Metrics and Target Setting
The following performance metrics were selected for use in Lumentum’s fiscal year 2026 AIP and fiscal year 2026 LTIP programs:
Performance Metrics and Target Setting
| AIP Metrics | | LTIP Metrics | | | Metric | Relation to Our Strategy | Metric | Relation to Our Strategy | | Organic Revenue 25% of fiscal year 2026 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. | Adjusted Organic Earnings Per Share FY 2026 50% of fiscal year 2026 LTIP PSUs | Lumentum’s strategy to drive expansion in the AI and datacenter markets across AI/ML, cloud computing, and bandwidth-intensive applications aims to stimulate both revenue growth and gross margin expansion. The Compensation Committee believes that long-term revenue growth is essential to sustained stockholder value creation, with larger revenue bases tending to lead to efficiencies, gross margin improvement and an accompanying ability to deploy financial resources to R&D and other growth drivers. At the same time, the Compensation Committee believes that equal attention needs to be focused on ramping our manufacturing, supply chain and operations efficiently and cost-effectively, particularly given the market opportunities presented by Lumentum’s strategy. Achievement of organic EPS reflects this balance in a single long-term metric, capturing the impact of revenue and margin as well as the operations necessary to capture the revenue opportunities and reflecting bottom-line return and value for stockholders. The 1-year performance period with extended 3-year vesting allows us to set aggressive and rigorous goals in a rapidly evolving industry. | | Adjusted Organic Gross Margin 25% of fiscal year 2026 AIP | The Compensation Committee believes that Adjusted Organic Gross Margin (adjusted in the same manner as reporting in our earnings releases, and discounting contributions from mid-year acquisitions) reflects our ability, and provides an incentive, to produce our products profitably, driving efficiency and cost optimization in our supply chain and manufacturing operations. | 3-Year Relative Total Stockholder Return FY 2026-28 50% of fiscal year 2026 LTIP PSUs | In the dynamic markets in which Lumentum competes, the Compensation Committee believes that a relative metric can effectively distinguish Lumentum’s performance from overall sector performance, both in up cycles and down cycles. For fiscal year 2026, the Compensation Committee has chosen as a relative metric the relative total stockholder return performance of Lumentum common stock against the S&P Telecom Select Industry Index. | | Adjusted Organic Operating Income 25% of fiscal year 2026 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. | | |
Performance Metrics and Target Setting
| | 45 |
Performance Metrics and Target Setting
| AIP Metrics | | LTIP Metrics | | | Metric | Relation to Our Strategy | Metric | Relation to Our Strategy | | Product Category Operational Performance Metrics 12.5% of fiscal year 2026 AIP | The Compensation Committee believes that incorporating operational performance metrics for our key product categories, including revenue and cost-related metrics, increases accountability for business results in each of those product categories and enhances the accountability of our NEOs across the entire organization | | | | Manufacturing Performance Metrics 12.5% of fiscal year 2026 AIP | The Compensation Committee believes that it is important to incorporate Company-wide manufacturing performance metrics, including decreasing net spend/absorption variance, reducing scrap and product cost improvement, to reinforce criticality of execution and contribution to profitability | | |
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:
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 |
Fiscal Year 2026 Annual Incentive Plan
Fiscal Year 2026 Annual Incentive Plan
ANNUAL INCENTIVES
ANNUAL INCENTIVES
AIP Structure
AIP Structure As discussed above under the heading “Performance Metrics and Target Setting,” the Compensation Committee approved organic revenue, adjusted organic gross margin and adjusted organic operating income as the primary performance measures under the AIP for determining incentive amounts for our NEOs in fiscal year 2026. When setting these goals, we considered scenarios with and without the impact of potential acquisitions to understand how our organic goals related to overall goals for the year. For fiscal year 2026, the bonus pool under the AIP for our NEOs was measured:
AIP Structure
| • | 25% based on organic revenue for fiscal year 2026, | | • | 25% based on adjusted organic gross margin for fiscal year 2026, | | • | 25% based on adjusted organic operating income for fiscal year 2026, | | • | 12.5% based on objectively measurable key product category operational performance metrics for fiscal year 2026, and | | • | 12.5% based on objectively measurable manufacturing performance metrics, including decrease in net spend/absorption variance, reduction in scrap as a percentage of finished goods output and product cost improvement. |
AIP Structure
We eliminated the subjective strategic or quality modifier component for the Compensation Committee to adjust AIP payouts from achievement of the performance objectives that existed in prior year AIPs. The maximum amount earnable under the AIP is 200% of target.
AIP Corporate Financial Goals
AIP Corporate Financial Goals We overachieved against the fiscal year 2026 AIP Corporate financial goals in large part due to strong momentum in revenue across most of our product categories, and especially in the AI/datacenter space, that exceeded what we regarded as challenging goals at the time they were set and a change in product mix that drove significant increases in gross margin and operating income compared to forecast.
AIP Corporate Financial Goals
| Financial Goal | FY 2026 Actual ($) | Threshold ($) | Target ($) | Maximum ($) | Earned | | | | 0% Payout | 100% Payout | 200% Payout | | | Organic Revenue 25% weight | 3,014M | 1,966M | 2,313M | 2,776M | 200% | | Adjusted Organic Gross Margin 25% weight | 46.0% | 34.8% | 37.8% | 40.8% | 200% | | Adjusted Organic Operating Income 25% weight | 897M | 251M | 411M | 647M | 200% |
AIP Corporate Financial Goals
The bonus pool created under the AIP with respect to any performance measure is based on a linear interpolation between threshold performance (0% payout) and target performance (100%) and between target performance and maximum performance (200% payout).
AIP Corporate Financial Goals
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AIP Product Category Operational Performance Metrics
AIP Product Category Operational Performance Metrics For our employees that focus on particular product categories, our fiscal year 2026 AIP was based 50% on Corporate financial goals and 50% on their particular product category operational performance goals, including revenue and cost-related goals. For our NEOs, the product category operational performance goals roll up into consolidated product category operational performance goals, and our NEOs are measured against achievement of those consolidated operational performance goals. Our product category operational performance goals involve highly confidential, competitively sensitive information, including product-specific strategies that if disclosed could cause irreparable competitive harm by providing competitors with insight into our internal processes and business initiatives as well as business strategies. At the time those performance goals were set, the Compensation Committee deemed the target performance levels to be realistic “stretch” goals, with a maximum payout possible only in the event of superior performance. The product category operational performance achievement for fiscal year 2026 on various metrics ranged from 0% to 200%. On a consolidated basis across product categories and across metrics overall achievement was 200%, contributing heavily to the Company’s superior overall financial performance for fiscal year 2026.
AIP Manufacturing Performance Metrics
AIP Manufacturing Performance Metrics For our employees that focus on manufacturing, our fiscal year 2026 AIP was based 75% on Corporate financial metrics and 25% on manufacturing performance metrics, equally weighted between decreasing net spend/absorption variance, reducing scrap as a percentage of finished goods output, and improving product costs for selected products. Our manufacturing performance goals involve highly confidential, competitively sensitive information, including product-specific cost information and strategies that if disclosed could cause irreparable competitive harm by providing competitors with insight into our internal processes and business initiatives as well as business strategies. As with the product category operational performance metrics, at the time those performance goals were set the Compensation Committee deemed the target performance levels to be realistic “stretch” goals, with a maximum payout possible only in the event of superior performance. The manufacturing performance achievement for fiscal year 2026 on various metrics ranged from 0% to 200%, with an average achievement of 90.5%.
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 2026, we made no changes to AIP target incentive opportunities for our continuing NEOs, except for Wajid Ali, whose target incentive opportunity was increased to account for the expansion of his role to include broader operating responsibilities within the Company in addition to his role as CFO.
AIP Target Incentive Opportunities
| | AIP Target Incentive Opportunity for FY 2025 (as a percentage of base salary) | AIP Target Incentive Opportunity for FY 2026 (as a percentage of base salary) | % Increase | | Michael Hurlston | 130% | 130% | 0.0% | | Wajid Ali | 90% | 100% | 11.1% | | Jae Kim | 75% | 75% | 0.0% | | Vincent Retort | 100% | 100% | 0.0% | | Wupen Yuen | 100% | 100% | 0.0% |
AIP Target Incentive Opportunities
| 48 | 2026 Proxy Statement |
AIP Achievement
AIP Achievement Following the end of fiscal year 2026, the Compensation Committee reviewed the achievement of the performance measures under the AIP and determined that (i) organic revenue performance was achieved at 130.3% of target, (ii) adjusted organic gross margin performance was achieved at 121.7% of target, and (iii) adjusted organic operating income performance was achieved above 200% of target. Based on the metric weighting, total fiscal year 2026 AIP payouts for our NEOs were at 186.3% of target opportunity as shown in the table below, paid 100% in cash.
AIP Achievement
| Fiscal Year 2026 AIP Metric | FY 2026 Actual ($) | Payout (%) | | Organic Revenue 25% weight | $3,014M | 200.0% | | Adjusted Organic Gross Margin 25% weight | 46.0% | 200.0% | | Adjusted Organic Operating Income 25% weight | $897M | 200.0% | | Product Category Operational Performance Metrics 12.5% weight | | 200.0% | | Manufacturing Performance Metrics 12.5% weight | | 90.5% | | TOTAL | | 186.3% |
AIP Achievement
See the section “Historical AIP and LTIP Achievement” below for an analysis of how this fiscal year 2026 AIP payout compares with prior years.
Fiscal Year 2026 Long-Term Incentive Plan
Fiscal Year 2026 Long-Term Incentive Plan
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 as the primary vehicle to deliver long-term incentive compensation opportunities to our NEOs. On limited occasions, the Compensation Committee may approve 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.
Fiscal Year 2026 Long-Term Incentive Structure
Fiscal Year 2026 Long-Term Incentive Structure
Fiscal Year 2026 Long-Term Incentive Structure
| | • We increased the performance share orientation for our CEO equity mix in fiscal year 2026 to 66% performance stock units (PSUs) / 34% restricted stock units (RSUs) • 50% of PSUs vesting at the end of three years based on the achievement of our EPS objectives for fiscal year 2026 • 50% 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 2026 to fiscal year 2028 • RSUs vesting over three years based on continued service |
Fiscal Year 2026 Long-Term Incentive Structure
The Compensation Committee factored in market and peer practices as well as the Company’s preference for emphasizing performance-based compensation in determining the mix between performance-based and time-based equity awards for fiscal year 2026. In fiscal year 2026, 33% of our CEO’s long-term incentive award was in the form of PSUs with a three-year performance period based on relative total stockholder return (rTSR), 33% of our CEO’s long-term incentive award was in the form of PSUs with a one-year performance period and 3-year time-based cliff vesting, and the remaining 34% of our CEO’s annual equity awards was in the form of time-based RSUs.
Fiscal Year 2026 Long-Term Incentive Structure
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Fiscal Year 2026 Long-Term Incentive Structure
In fiscal year 2026, 25% of each of our other NEO’s long-term incentive award was in the form of PSUs with a three-year performance period based on rTSR, 25% of each of our other NEO’s long-term incentive award was in the form of PSUs with a one-year performance period and 3-year time-based cliff vesting, and the remaining 50% of each of our other NEO’s annual equity awards were in the form of time-based RSUs. Time-based RSUs granted to our NEOs in fiscal year 2026 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 2026 PSUs have performance periods that cover fiscal year 2026 for EPS and fiscal years 2026 – 2028 for rTSR. The Compensation Committee switched from a revenue goal to an EPS goal for the 2026 LTIP to balance in a single long-term metric the importance of revenue growth to sustained stockholder value creation with the attention that the Company needs to focus on ramping its manufacturing, supply chain and operations efficiently and cost-effectively to capture the Company’s market opportunities as it drives expansion in the AI and datacenter markets. Given the rapidly evolving nature of the cloud and AI market, and the photonics industry in particular, as well as the desire to be able to set more aggressive and rigorous goals than could be projected over a longer performance period, the Compensation Committee paired a 1-year performance period with an aggregate of 3-year time-based vesting for the EPS PSUs, which also matches market practice for an EPS metric. At the same time, the Compensation Committee increased the percentage for 3-year rTSR PSUs from 33% to 50% of the PSUs. The Compensation Committee believes this approach balances the ability to set aggressive and rigorous goals for EPS (the one-year on-target EPS goal for fiscal year 2026 was set at more than double fiscal year 2025 EPS) with the inclusion of multi-year holding and multi-year performance requirements, resulting in an overall structure that maximizes linkage 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.
Fiscal Year 2026 PSUs
Fiscal Year 2026 PSUs The following table describes the rationale for the design of our fiscal year 2026 LTIP PSUs:
Fiscal Year 2026 PSUs
| Metric and Weighting | FY 2026 Adjusted Organic EPS (50%) | 3-Year relative Total Stockholder Return Objective (50%) | | Metric Rationale | EPS reflects the importance of both revenue growth and ramping manufacturing, supply chain and operations to capture our revenue opportunities as well as the bottom-line return and value for stockholders. | 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 distinguishes Lumentum’s performance from overall sector performance both in good times and down times. | | Goal Setting | EPS goals and resulting achievement levels are set by the Compensation Committee after consideration of the Company’s annual and long-term operating plans (once those plans have been reviewed and approved by the full Board) and prior year growth and are also evaluated 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 EPS component can be earned at up to 200% of target. The Compensation Committee established this higher earning potential to recognize the criticality of EPS growth to our financial success. If threshold EPS 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, at 100% if a target level of 0% to the index is achieved, and at 50% if a threshold level of -40% 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. | | Aggregate PSU earning is capped at 200% of target. | | |
Fiscal Year 2026 PSUs
| 50 | 2026 Proxy Statement |
Fiscal Year 2026 Long-Term Incentive Award Target Opportunities
Fiscal Year 2026 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.
Fiscal Year 2026 Long-Term Incentive Award Target Opportunities
| | Target Value of Equity Awards Granted ($) | Units Awarded(1) | | Michael Hurlston | 10,000,000 | 101,157 | | Wajid Ali | 4,500,000 | 45,520 | | Jae Kim | 2,300,000 | 23,266 | | Vincent Retort | 3,000,000 | 30,347 | | Wupen Yuen | 4,500,000 | 45,520 |
Fiscal Year 2026 Long-Term Incentive Award Target Opportunities
| (1) The number of actual units per grant award was determined using the volume-weighted average price for July 2025, which was $98.85573. |
Achievement and Vesting of Fiscal Year 2024 PSUs
Achievement and Vesting of Fiscal Year 2024 PSUs In fiscal year 2024, each NEO’s annual equity awards included PSUs with a three-year performance period, evaluated and potentially vesting after the end of fiscal year 2026. These grants were originally 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 2024 PSUs runs from the beginning of our fiscal year 2024 to the end of our fiscal year 2026. Total maximum payout for these fiscal year 2024 PSUs (including both Total Revenue PSUs and Strategic Progress Objective PSUs) is capped at 200%. 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. As described in our 2025 Proxy Statement, in August 2025, in connection with an action removing Strategic Progress Objective goals from our LTIP program, 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. The remaining 2024 LTIP PSUs are based only on the Total Organic Revenue metric, with achievement for that metric capped at 300% and with the combined maximum payout of the Strategic Progress Objective RSUs and the Total Organic Revenue PSUs capped at a payout of 200% of the target shares under the original 2024 LTIP PSUs. These PSUs were the last to provide the opportunity for interim “banking” of a portion of the award based on total revenue performance in fiscal year 2024 and fiscal year 2025. In each of those years, the threshold level of performance for such year’s interim total revenue goal was not met, and as a result no shares were banked. However, based on strong fiscal year 2026 results, Total Organic Revenue achievement in the third year rose to exceed the 300% achievement level. That achievement was then limited by the 200% achievement cap of the original 2024 PSUs when combined with the Strategic Progress RSUs. Achievement on the fiscal year 2024 PSUs is as follows:
Achievement and Vesting of Fiscal Year 2024 PSUs
| Fiscal Year | Actual ($l) | Threshold ($) | Target ($) | 200% ($) | Maximum ($) | Banked/ Earned | | | | 50% Payout | 100% Payout | 200% Payout | 300% Payout | | | 2024 | 1,359M | 1,400M | $1,550M | | | 0% | | 2025 | 1,645M | 1,650M | 1,850M | | | 0% | | 2026 | 3,014M | 1,800M | 2,090M | 2,288M | 2,483M | 300% |
Achievement and Vesting of Fiscal Year 2024 PSUs
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Achievement and Vesting of Fiscal Year 2024 PSUs
| | Total Original PSUs Awarded | Original PSUs at Maximum 200% Achievement | Strategic Objectives RSUs Granted at 125% Achievement | Remaining PSUs (based on Total Revenue) at Target | Remaining PSUs (based on Total Revenue) at 300% Achievement | PSUs Vesting After Capping Strategic Objectives RSUs + Remaining Revenue PSUs at 200% of Original PSUs Awarded | | Michael Hurlston(1) | n/a | n/a | n/a | n/a | n/a | n/a | | Wajid Ali | 32,797 | 65,594 | 12,298 | 22,958 | 68,874 | 53,296 | | Jae Kim | 20,574 | 41,148 | 7,715 | 14,402 | 43,206 | 33,433 | | Vincent Retort | 39,357 | 78,714 | 14,758 | 27,550 | 82,650 | 63,956 | | Wupen Yuen | 35,140 | 70,280 | 13,177 | 24,598 | 73,794 | 57,103 |
Achievement and Vesting of Fiscal Year 2024 PSUs
| (1) Mr. Hurlston was not employed when fiscal year 2024 PSUs were granted; therefore, he was not granted any fiscal year 2024 PSUs. |
Achievement of Fiscal Year 2026 EPS-Based PSUs
Achievement of Fiscal Year 2026 EPS-Based PSUs The Compensation Committee set the target and maximum achievement levels for the Fiscal Years 2026-2028 EPS-Based PSUs at 221% and 265% of fiscal year 2025 adjusted organic EPS, respectively, which the Committee expected would be very aggressive growth goals. Based on the Company’s significant outperformance in fiscal year 2026, the Company’s fiscal year 2026 adjusted organic EPS was 421% of fiscal year 2025 adjusted organic EPS, resulting in achievement of the Fiscal Years 2026-2028 EPS-Based PSUs significantly exceeding the fiscal year 2026 maximum achievement objective by 60% and resulting in the maximum achievement capped at 200%.
Achievement of Fiscal Year 2026 EPS-Based PSUs
| Fiscal Years 2026-2028 PSUs EPS Metric | Payout | FY 2026 ($) | | Threshold | 0% | 3.64 | | Target | 100% | 4.55 | | Maximum | 200% | 5.46 | | Actual | | 8.67 | | Earned | | 200% |
Achievement of Fiscal Year 2026 EPS-Based PSUs
The shares subject to the Fiscal Years 2026-2028 EPS-Based PSUs remain subject to time-based cliff vesting and, provided that the executive continues to remain a service provider of the Company, will vest on August 18, 2028.
Achievement of Fiscal Year 2026 EPS-Based PSUs
| 52 | 2026 Proxy Statement |
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 2026 brought another significant increase in payouts under our AIP, with payouts close to the maximum level, aligned with significantly higher returns to our stockholders over the last year. The overachievement in AIP in fiscal years 2025 and 2026 is a change from three previous years of underachievement. Considering the Company’s fiscal and equity performance over the last several years, the Compensation Committee assesses that our AIP programs have been successful in establishing rigorous bonus objectives and in directional alignment of pay with performance. The payout in fiscal year 2026 under our fiscal year 2024 LTIP was also achieved at maximum, reflecting the significant transformation in our business starting in fiscal year 2025 and expanding in fiscal year 2026, despite the trough in business performance that Lumentum and many of our competitors experienced during the first half of that three-year performance period. Similar to the AIP, the Compensation Committee assesses that our LTIP programs have been successful in establishing aggressive absolute long-term business performance goals and have aligned and continue to align pay with performance and stockholder interests, 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 Compensation Committee further assesses that the 3-year performance periods allow for executives to recover from down periods with strong performance, as demonstrated by the 2024 PSUs, providing suitable retention power within the executive suite. We also look continuously at forward-looking performance, and we believe that the mix of RSUs, 3-year rTSR PSUs and 1-year EPS PSUs coupled with an additional 2-year time-based cliff vesting, combined with Mr. Hurlston’s bold vision for execution and growth that has so far demonstrated strong results, will continue to provide strong retention. The following graphs show historical payouts under these plans over the past several years and demonstrate the trends described above.
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” and “2015 Change in Control and Severance Benefits Plan, as amended” sections below.
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.
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 27, 2026 and, to the extent required under the SEC executive compensation rules, the fiscal years ended June 28, 2025 and June 29, 2024.
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) | 2026 | 900,000 | – | 12,291,577 | 2,179,710 | 21,444 | 15,392,731 | | President and Chief Executive Officer | 2025 | 315,000 | 2,000,000 | 24,740,145 | 603,353 | 11,578 | 27,670,076 | | Wajid Ali | 2026 | 556,000 | – | 7,316,080 | 1,035,828 | 3,622 | 8,911,530 | | 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 | | Jae Kim(6) | 2026 | 450,000 | – | 3,772,794 | 628,763 | 9,986 | 4,861,544 | | 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 | 2026 | 556,000 | – | 5,915,621 | 1,035,828 | 20,326 | 7,527,776 | | Executive Vice President, Global Reliability & Quality | 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 | | Wupen Yuen(7) | 2026 | 504,000 | | 7,455,200 | 938,952 | 9,902 | 8,908,054 | | President, Global Business Units | 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 |
Summary Compensation Table
| (1) Actual salary earned during fiscal years 2026, 2025 or 2024, 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 2026 PSUs: $7,875,481 (Mr. Hurlston), $2,684,770 (Mr. Ali), $1,789,925 (Mr. Retort), $2,684,770 (Mr. Yuen) and $1,372,229 (Mr. Kim); for fiscal year 2025 PSUs, $14,844,122 (Mr. Hurlston), $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, $2,093,218 (Mr. Ali), $2,480,900 (Mr. Retort), $2,220,371 (Mr. Yuen) and $860,199 (Mr. Kim). 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 2026 PSUs: $15,750,962 (Mr. Hurlston), $5,369,540 (Mr. Ali), $3,579,850 (Mr. Retort), $5,369,540 (Mr. Yuen), and $2,744,458 (Mr. Kim); for fiscal year 2025 PSUs, $29,688,243 (Mr. Hurlston), $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, $2,093,218 (Mr. Ali), $2,480,900 (Mr. Retort), $2,220,371 (Mr. Yuen) and $860,199 (Mr. Kim). For fiscal year 2026, the amounts in this column also include the incremental fair value resulting from modification of our Fiscal Year 2024 and Fiscal Year 2025 PSU awards which were subsequently modified in fiscal year 2026, each computed in accordance with the provisions of FASB ASC Topic 718. See “Achievement and Vesting of Fiscal Year 2024 PSUs” in the Compensation & Discussion Analysis above and “Fiscal Year 2025 Long-Term Incentive Plan – Fiscal Year 2025 Long-Term Incentive Structure” in the Compensation & Discussion Analysis of our 2025 Proxy Statement. | | (3) Non-Equity Incentive Plan Compensation for fiscal years 2026, 2025 or 2024 was paid pursuant to the Lumentum Annual Incentive Plan (“AIP”). For fiscal year 2026, the Non-Equity Incentive Plan Compensation reflects the cash payout for fiscal year 2026. 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 year 2024, except for Mr. Kim, the Non-Equity Incentive Plan Compensation reflects the cash payout for the first half of fiscal year 2024. The second half payout for fiscal year 2024, 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 6 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 2026, All Other Compensation: for Mr. Hurlston included $15,231 of 401(k) employer matching contributions and $6,213 of imputed income for group term life insurance; 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 $15,326 of imputed income for group term life insurance; for Mr. Yuen included $5,000 of 401(k) employer matching contributions and $4,902 of imputed income for group term life insurance; and for Mr. Kim included $5,000 of 401(k) employer matching contributions, $4,386 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. |
Summary Compensation Table
| | 55 |
Summary Compensation Table
| (6) 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 $78,750 portion of a guaranteed bonus under the AIP equal to 75% of annual base salary, all of which were negotiated at the time of Mr. Kim’s hiring. The remainder of the guaranteed cash bonus under the AIP negotiated at the time of Mr. Kim’s hiring was paid in RSUs granted in fiscal year 2025 with a one-year vesting condition, and the grant date fair value of those RSUs is included in the Stock Award column for fiscal year 2025. The 100% attainment of the non-guaranteed portion of Mr. Kim’s fiscal year 2025 AIP participation was paid in PSUs and the grant date fair value of such PSUs is reflected in the Stock Award column assuming achievement at target. | | (7) The amount in the Bonus column represents the second installment of a retention bonus that Mr. Yuen received in connection with Lumentum’s acquisition of NeoPhotonics Corporation. |
Fiscal Year 2026 Grants of Plan-Based Awards Table
Fiscal Year 2026 Grants of Plan-Based Awards Table The following table sets forth information with respect to plan-based compensation in fiscal year 2026 to each NEO, including cash opportunities under the AIP and RSUs and PSUs under our long term incentive plan. The terms of the AIP opportunities are described in “Compensation Discussion and Analysis – Fiscal Year 2026 Annual Incentive Plan,” and the material terms of the equity 2026 awards are described in “Compensation Discussion and Analysis – Fiscal Year 2026 Long-Term Incentive Plan”. See “Compensation Discussion and Analysis” for a description of the material factors necessary to an understanding of the information disclosed below.
Fiscal Year 2026 Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael Hurlston | N/A | 0 | 1,170,000 | 2,340,000 | | | | | | | | 8/19/2025 | | | | 16,691 | 33,382 | 66,764 | | 3,937,741 | | | 8/19/2025 | | | | 16,691 | 33,382 | 66,764 | | 3,937,741 | | | 8/19/2025 | | | | | | | 34,393 | 4,056,998 | | | 8/23/2025(3) | | | | | | | | 359,097 | | Wajid Ali | N/A | 0 | 556,000 | 1,112,000 | | | | | | | | 8/19/2025 | | | | 5,690 | 11,380 | 22,760 | | 1,342,385 | | | 8/19/2025 | | | | 5,690 | 11,380 | 22,760 | | 1,342,385 | | | 8/19/2025 | | | | | | | 22,760 | 2,684,770 | | | 8/23/2025(4) | | | | | | | | 712,623 | | | 8/23/2025(3) | | | | | | | | 1,233,918 | | Jae Kim | N/A | 0 | 337,500 | 675,000 | | | | | | | | 8/19/2025 | | | | 2,908 | 5,816 | 11,632 | | 686,055 | | | 8/19/2025 | | | | 2,909 | 5,817 | 11,634 | | 686,173 | | | 8/19/2025 | | | | | | | 11,633 | 1,372,229 | | | 8/23/2025(4) | | | | | | | | 920,708 | | | 8/23/2025(3) | | | | | | | | 534,793 | | Vince Retort | N/A | 0 | 556,000 | 1,112,000 | | | | | 493,544 | | | 8/19/2025 | | | | 3,794 | 7,587 | 15,174 | | 894,963 | | | 8/19/2025 | | | | 3,794 | 7,587 | 15,174 | | 894,963 | | | 8/19/2025 | | | | | | | 15,173 | 1,789,807 | | | 8/23/2025(4) | | | | | | | | 1,761,220 | | | 8/23/2025(3) | | | | | | | | 855,180 | | Wupen Yuen | N/A | 0 | 504,000 | 1,000,800 | | | | | 1,480,709 | | | 8/19/2025 | | | | 5,690 | 11,380 | 22,760 | | 1,342,385 | | | 8/19/2025 | | | | 5,690 | 11,380 | 22,760 | | 1,342,385 | | | 8/19/2025 | | | | | | | 22,760 | 2,684,770 | | | 8/23/2025(4) | | | | | | | | 763,581 | | | 8/23/2025(3) | | | | | | | | 1,322,080 |
Fiscal Year 2026 Grants of Plan-Based Awards Table
| 56 | 2026 Proxy Statement |
Fiscal Year 2026 Grants of Plan-Based Awards Table
| (1) Reflects the cash AIP for fiscal year 2026 at threshold of 0% payout, target of 100% payout, and maximum of 200% payout. | | (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. | | (3) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of our Fiscal Year 2025 PSU awards, which were subsequently modified in fiscal year 2026, computed in accordance with the provisions of FASB ASC Topic 718. See “Fiscal Year 2025 Long-Term Incentive Plan – Fiscal Year 2025 Long-Term Incentive Structure” in the Compensation & Discussion Analysis of our 2025 Proxy Statement. | | (4) The amount disclosed represents the incremental fair value, as of the modification date, associated with the modification of our Fiscal Year 2024 PSU awards, which were subsequently modified in fiscal year 2026 (including the conversion of the strategic objective component of the original Fiscal Year 2024 PSUs granted in August 2023 into 1-year RSUs that vested on August 23, 2026), computed in accordance with the provisions of FASB ASC Topic 718. See “Achievement and Vesting of Fiscal Year 2024 PSUs” in the Compensation & Discussion Analysis above. |
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 2026.
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 ($)(2) | | Michael Hurlston | 02/07/25 | 60,483 | 49,413,401 | | | | | 02/07/25 | | | 161,287(3) | 131,768,253 | | | 02/07/25 | | | 11,520(4) | 9,411,610 | | | 02/07/25 | 7,200(5) | 5,882,256 | | | | | 08/19/25 | | | 33,382(6) | 27,272,426 | | | 08/19/25 | | | 33,382(7) | 27,272,426 | | | 08/19/25 | 34,393 | 28,098,393 | | | | Wajid Ali | 08/23/23 | 2,734 | 2,233,623 | | | | | 08/23/23 | | | 22,958(8) | 18,756,227 | | | 08/21/24 | | | 32,009(4) | 26,150,713 | | | 08/21/24 | 13,339 | 10,897,696 | | | | | 08/19/25 | | | 11,380(6) | 9,297,232 | | | 08/19/25 | | | 11,380(7) | 9,297,232 | | | 08/19/25 | 22,760 | 18,584,465 | | | | | 08/23/25 | 12,298(9) | 10,047,220 | | | | Jae Kim | 04/15/24 | 6,860 | 5,604,483 | | | | | 04/15/24 | | | 14,402(8) | 11,766,146 | | | 08/21/24 | | | 12,803(4) | 10,459,795 | | | 08/21/24 | 5,337 | 4,360,222 | | | | | 08/19/25 | | | 5,816(6) | 4,751,556 | | | 08/19/25 | | | 5,817(7) | 4,752,373 | | | 08/19/25 | 11,633 | 9,503,928 | | | | | 08/23/25 | 7,715(9) | 6,303,001 | | |
Outstanding Equity Awards at Fiscal Year-End Table
| | 57 |
Outstanding Equity Awards at Fiscal Year-End Table
| Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 | 08/23/23 | 3,281 | 2,680,511 | | | | | 08/23/23 | | | 27,550(8) | 22,507,799 | | | 08/21/24 | | | 38,411(4) | 31,381,019 | | | 08/21/24 | 16,007 | 13,077,399 | | | | | 08/19/25 | | | 7,587(6) | 6,198,427 | | | 08/19/25 | | | 7,587(7) | 6,198,427 | | | 08/19/25 | 15,173 | 12,396,038 | | | | | 08/23/25 | 14,758(9) | 12,056,991 | | | | Wupen Yuen | 08/23/23 | 2,929 | 2,392,934 | | | | | 08/23/23 | 1,562 | 1,276,123 | | | | | 08/23/23 | | | 24,598(8) | 20,096,074 | | | 08/21/24 | | | 34,296(4) | 28,019,146 | | | 08/21/24 | 14,292 | 11,676,278 | | | | | 08/19/25 | | | 11,380(6) | 9,297,232 | | | 08/19/25 | | | 11,380(7) | 9,297,232 | | | 08/19/25 | 22,760 | 18,594,465 | | | | | 08/23/25 | 13,177(9) | 10,765,345 | | |
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 $816.98 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on June 26, 2026 (the last trading day of the fiscal year). | | (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 year 2026 relative to adjusted EPS 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 third anniversary of the grant date. | | (7) PSUs that vest based on 3-year rTSR in relation to the S&P Telecom Select Industry Index (SPSITE) for the fiscal year 2026 to fiscal year 2028 performance period. 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 3-year performance period or the third anniversary of the grant date. | | (8) 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. | | (9) Time-based RSUs that vest in full on the one-year anniversary of the grant date. These RSUs were granted with respect to the strategic objective component of the original fiscal year 2024 – 2026 PSUs granted in August 2023 that were converted into a 1-year RSU grant to vest on August 23, 2026. See “Fiscal Year 2024 Performance-Based Long-Term Incentive Plans – Detail on Fiscal Year 2024 PSU Strategic Objectives” in the Compensation & Discussion Analysis of our 2025 Proxy Statement and “Achievement and Vesting of Fiscal Year 2024 PSUs” in the Compensation & Discussion Analysis above. |
Outstanding Equity Awards at Fiscal Year-End Table
| 58 | 2026 Proxy Statement |
Stock Vested in Fiscal Year 2026
Stock Vested in Fiscal Year 2026 The following table sets forth information on vesting of equity awards during fiscal year 2026 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.
Stock Vested in Fiscal Year 2026
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Michael Hurlston | 47,521 | 30,451,295 | | Wajid Ali | 45,672 | 12,956,508 | | Jae Kim | 21,112 | 6,406,318 | | Vincent Retort | 53,993 | 15,452,979 | | Wupen Yuen | 51,518 | 16,387,488 |
Stock Vested in Fiscal Year 2026
| (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. |
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.
CEO Pay Ratio
| CEO annual total compensation as reported in Summary Compensation Table: | $15,392,731 | | Median employee annual total compensation: | $10,412 | | Ratio of our CEO to median employee: | 1,478 to 1 |
CEO Pay Ratio
We used the methodology, assumptions and estimates described below to determine the annual total compensation of the “median employee”:
CEO Pay Ratio
| • | We identified the median employee by reviewing the annual salary as of June 27, 2026 plus actual fiscal year 2026 Annual Incentive Plan (AIP) payout including actual commission payout during fiscal year 2026; | | • | 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: |
CEO Pay Ratio
| – | Annual salary as of June 27, 2026; | | – | Actual fiscal year 2026 AIP payout; | | – | Actual commission payout during fiscal year 2026; and | | – | Other actual cash compensation during fiscal year 2026 (overtime, allowance, etc.). |
CEO Pay Ratio
| | 59 |
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.
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(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2026 | – | – | $15,392,731 | $474,253,106 | $7,552,226 | $158,186,747 | $978.77 | $199.10 | ($6,935.10) | $3,014.0 | | 2025 | $46,407,285 | $46,661,132 | $27,670,076 | $34,152,996 | $4,614,066 | $11,993,836 | $113.51 | $133.13 | $25.90 | $1,645.0 | | 2024 | $12,077,066 | $9,284,053 | – | – | $3,864,547 | $3,201,388 | $61.00 | $124.38 | ($546.50) | $1,359.2 | | 2023 | $13,905,732 | $6,157,896 | – | – | $4,514,349 | $2,014,899 | $67.96 | $92.77 | ($131.60) | $1,767.0 | | 2022 | $10,793,744 | $10,940,691 | – | – | $3,837,309 | $3,910,681 | $93.23 | $72.07 | $198.90 | $1,712.6 |
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” above. |
Pay Versus Performance
| (2) The dollar amounts reported in columns (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: |
Pay Versus Performance
| The following table details these adjustments for each fiscal year for our PEO and for our non-PEO NEOs on average: |
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) | | 2026 | PEO Michael Hurlston | $15,392,731 | ($12,291,577) | $136,629,103 | $308,574,169 | $0 | $25,948,680 | $0 | $474,253,106 | | | Non-PEO NEOs | $7,552,226 | ($6,114,924) | $53,958,828 | $95,851,291 | $0 | $7,847,978 | ($908,653) | $158,186,747 |
Pay Versus Performance
| (a) The dollar amounts reported in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (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. (i-v) The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: |
Pay Versus Performance
| (i) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year; |
Pay Versus Performance
| (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; |
Pay Versus Performance
| (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; |
Pay Versus Performance
| (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. |
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. |
Pay Versus Performance
| 60 | 2026 Proxy Statement |
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: |
Pay Versus Performance
| 2026 | Wajid Ali, Vincent Retort, Wupen Yuen, and Jae Kim | | 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 |
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 July 4, 2021. 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 July 4, 2021. |
Pay Versus Performance
| (5) The dollar amounts in Column (j) are LITE’s GAAP net Income for each fiscal year (in millions). The GAAP net loss for fiscal year 2026 was driven by the equalization of certain amounts of our convertible notes in the fourth quarter of fiscal year 2026, which contributed to a one-time, non-cash loss on debt extinguishment of $7.8 billion. |
Pay Versus Performance
| (6) Lumentum selected Revenue as its 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). |
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 2022 through 2026. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
Relationship Between Compensation Actually Paid and Performance Measures
| | 61 |
Relationship Between Compensation Actually Paid and Performance Measures
| * The GAAP net loss for fiscal year 2026 was driven by the equalization of certain amounts of our convertible notes in the fourth quarter of fiscal year 2026, which contributed to a one-time, non-cash loss on debt extinguishment of $7.8 billion. |
Performance Measures
| Most Important Performance Measures Driving Compensation Actually Paid | | Revenue | | Gross Margin | | Operating Income | | Earnings per Share |
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 26, 2026, the last business day of our most recent fiscal year, under the Lumentum CIC Plan as amended in August 2023, as modified by the Hurlston Offer Letter with respect to Mr. Hurlston, and under our Annual Incentive Plan. The value of accelerated equity is based on a price per share of $816.98, the closing stock price on June 26, 2026, the last trading day of our most recent fiscal year.
Potential Payments upon a Termination or Change in Control
| | | | Before Change in Control Period | Within Change in Control Period | | Name | Benefit | Termination upon Death or Disability outside Change in Control Period ($) | Termination w/o Cause or for Good Reason ($) | Termination w/o Cause, upon Death or Disability or for Good Reason ($) | | Michael Hurlston | Salary | | 1,800,000 | 1,800,000 | | | AIP | 2,179,710 | 2,340,000 | 2,340,000 | | | Equity Awards | 279,118,765 | 158,362,593 | 279,118,765 | | | COBRA | | 40,361 | 60,542 | | | Total | 281,298,475 | 162,542,954 | 283,319,307 | | Wajid Ali | Salary | | 556,000 | 1,112,000 | | | AIP | 1,035,828 | 556,000 | 1,112,000 | | | Equity Awards | 79,113,695 | 76,508,750 | 79,113,695 | | | COBRA | | 29,102 | 43,653 | | | Total | 80,149,523 | 77,649,852 | 81,381,248 | | Jae Kim | Salary | | 450,000 | 900,000 | | | AIP | 628,763 | 337,500 | 675,000 | | | Equity Awards | 57,501,504 | 42,863,248 | 57,501,504 | | | COBRA | | 40,361 | 60,542 | | | Total | 58,130,267 | 43,691,109 | 59,132,046 | | Vincent Retort | Salary | | 556,000 | 1,112,000 | | | AIP | 1,035,828 | 556,000 | 1,112,000 | | | Equity Awards | 106,496,611 | 80,259,336 | 106,496,611 | | | COBRA | | 29,216 | 43,824 | | | Total | 107,532,439 | 81,400,552 | 108,764,435 | | Wupen Yuen | Salary | | 504,000 | 1,008,000 | | | AIP | 938,952 | 504,000 | 1,008,000 | | | Equity Awards | 111,414,829 | 81,702,837 | 111,414,829 | | | COBRA | | 39 | 58 | | | Total | 112,353,781 | 82,710,875 | 113,430,887 |
Potential Payments upon a Termination or Change in Control
| | 65 |

DEF 14A of Lumentum Holdings Inc.

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominee Snapshot

Director Nominee Snapshot

Compensation Committee

Compensation Committee

Compensation Committee

Compensation Committee

Governance Committee

Governance Committee

Governance Committee

Governance Committee

Governance Committee

Considerations in Evaluating Director Nominees

ELECTION OF DIRECTORS

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Compensation

Outside Director Compensation for Fiscal Year 2026

Outside Director Compensation for Fiscal Year 2026

Outside Director Compensation for Fiscal Year 2026

Outside Director Compensation for Fiscal Year 2026

Outside Director Compensation for Fiscal Year 2026

Executive Summary

Executive Summary

Executive Summary

Fiscal Year 2026 Say-on-Pay Vote and Stockholder Engagement

Actions Taken with Respect to Fiscal Year 2026 Compensation

Actions Taken with Respect to Fiscal Year 2026 Compensation

Philosophy

Philosophy

Overview

Peer Group

Peer Group

Peer Group

Peer Group

Peer Group

Peer Group

Fiscal Year 2026 Peer Group

Characteristics of Peer Group

Primary Uses

Peer Group Financial Positioning

Peer Group Financial Positioning

Peer Group Financial Positioning

Fiscal Year 2026 Executive Compensation Program Elements

Performance Metrics and Target Setting

Performance Metrics and Target Setting

Performance Metrics and Target Setting

Performance Metrics and Target Setting

Performance Metrics and Target Setting

Performance Metrics and Target Setting

Performance Metrics and Target Setting

Performance Metrics and Target Setting

Performance Metrics and Target Setting

Performance Metrics and Target Setting