Lumentum Holdings Inc. Files DEF 14A Proxy Statement

Ticker: LITE · Form: DEF 14A · Filed: Oct 3, 2024 · CIK: 1633978

Sentiment: neutral

Topics: proxy-statement, corporate-governance, executive-compensation

Related Tickers: LITE

TL;DR

Lumentum's proxy statement is out, detailing exec pay & board stuff for FY24.

AI Summary

Lumentum Holdings Inc. filed its DEF 14A proxy statement on October 3, 2024, for the fiscal year ending June 29, 2024. The filing details executive compensation, board of directors, and other corporate governance matters. Key information includes the company's fiscal year end and its business address at 1001 Ridder Park Drive, San Jose, CA.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company matters.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing providing standard corporate governance and compensation information.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important company matters, such as the election of directors and executive compensation plans.

When is Lumentum Holdings Inc.'s fiscal year end?

Lumentum Holdings Inc.'s fiscal year ends on June 29.

Where is Lumentum Holdings Inc. headquartered?

Lumentum Holdings Inc.'s business and mail address is 1001 Ridder Park Drive, San Jose, CA 95131.

What is the SEC file number for Lumentum Holdings Inc.'s 1934 Act filings?

The SEC file number for Lumentum Holdings Inc. is 001-36861.

What is the SIC code for Lumentum Holdings Inc.?

The Standard Industrial Classification (SIC) code for Lumentum Holdings Inc. is 3669, which pertains to Communications Equipment, NEC.

Filing Stats: 4,593 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-10-03 17:09:48

Filing Documents

Executive Compensation Approach

Executive Compensation Approach 46 Compensation Decision Processes 47 Fiscal 2024 Executive Compensation Program Elements 50 Other Items 63 Summary Compensation Table 65 2024 Grants of Plan-Based Awards Table 66 Outstanding Equity Awards at Fiscal Year - End Table 67 Stock Vested in 2024 68 CEO Pay Ratio 69 Pay Versus Performance 69 Employment Agreement with Mr. Lowe 73 Potential Payments upon a Termination or Change in Control 75 Security 77 Related Person Transactions 78 Other Relationships and Related Persons Transactions 78 Policies and Procedures for Related Party Transactions 78 Other Matters 79 Delinquent Section 16(a) Reports 79 Note About Forward-Looking Statements 79 Fiscal 2024 Annual Report and SEC Filings 79 Appendix A 80 Lumentum Holdings Inc. 2015 Equity Incentive Plan 80 Appendix B 91 Reconciliation of GAAP and Non - GAAP Financial Measures 91 3 Table of Contents PROXY SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement. Proposal No. 1 Election of Directors You are being asked to elect eight directors. Each of the director nominees is standing for election for a one-year term ending at the next annual meeting of stockholders in 2025. Your board of directors recommends that you vote "FOR" the election of each of the eight nominees. See page 21 Director Nominees Committees Other Current Public Company Boards Name and Primary Independent Age Director Since Audit Compensation Governance Harold L. Covert CFO, Carbice Corporation 77 2015 None Pamela F. Fletcher CEO, Sion Power Corporation 5

Executive Compensation

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

Executive Compensation

Executive Compensation Structure Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we believe executives with higher levels of responsibility and a greater ability to influence Lumentum's results should receive a greater percentage of their compensation as performance - based compensation. In fiscal 2024, we compensated our named executive officers using the following elements for total target direct compensation: (1) The charts exclude Mr. Kim, who was not an employee at the time of the fiscal 2024 incentive decisions and include the impact of the temporary salary reduction that was in place for fiscal 2024. 6 2024 Proxy Statement Table of Contents PROXY SUMMARY Proposal No. 3 Approval of the Amended and Restated 2015 Equity Incentive Plan The board of directors is asking stockholders to approve the Amended and Restated 2015 Equity Incentive Plan to extend the expiration date of the plan for one year until June 23, 2026. Your board of directors recommends that you vote "FOR" this proposal. See page 29 Proposal No. 4 Ratification of the Audit Committee's Appointment of the Independent Registered Public Accounting Firm The board of directors is asking stockholders to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 28, 2025. Your board of directors recommends that you vote "FOR" this proposal. See page 36 7 Table of Contents LUMENTUM HOLDINGS INC. PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS To Be Held Virtually at 8:00 a.m. Pacific Time on Wednesday, November 20, 2024 The accompanying proxy is solicited on behalf of the board of directors of Lumentum Holdings Inc. (Lumentum, we, us or the Company) for use at the Lumentum 2024 Annual Meeting of Stockholders (Annual Meeting) to be held virtually on Wednesday, November 20, 2024 at 8:00 a.m.

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on Read The Filing