LUMENTUM HOLDINGS INC., DEF 14A filed on 10/7/2025
Proxy Statement (definitive)
v3.25.2
Cover
12 Months Ended
Jun. 28, 2025
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Lumentum Holdings Inc.
Entity Central Index Key 0001633978
Amendment Flag false
v3.25.2
Pay vs Performance Disclosure - USD ($)
12 Months Ended 24 Months Ended 36 Months Ended 48 Months Ended 60 Months Ended
Jun. 28, 2025
Jun. 29, 2024
Jul. 01, 2023
Jul. 02, 2022
Jul. 03, 2021
Jul. 02, 2022
Jul. 01, 2023
Jun. 29, 2024
Jun. 28, 2025
Pay vs Performance Disclosure [Table]                  
Pay vs Performance Disclosure, Table

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.

 

                               
   Alan Lowe   Michael Hurlston                  
Fiscal
Year
   Summary
Compensation
Table Total for
PEO(1)
   Compensation
Actually Paid
to PEO(2)
   Summary
Compensation
Table Total for
PEO(1)
   Compensation
Actually Paid
to PEO(2)
   Average
Summary
Compensation
Table Total for
non-PEO

NEOs(3)
   Average
Compensation
Actually Paid to
non-PEO
NEOs(2)
   Total
Shareholder
Return(4)
   Peer Group
Total
Shareholder
Return(4)
   Net
Income
($M)(5)
   Revenue
($M)(6)
(a)  (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j)  (k)
2025  $46,407,285  $46,661,132  $27,670,076  $34,152,996  $4,614,066  $11,993,836  $124.46  $199.56  $25.90  $1,645.0
2024  $12,077,066  $9,284,053  $0  $0  $3,864,547  $3,201,388  $66.89  $186.44  ($546.5)  $1,359.2
2023  $13,905,732  $6,157,896  $0  $0  $4,514,349  $2,014,899  $74.52  $139.07  ($131.6)  $1,767.0
2022  $10,793,744  $10,940,691  $0  $0  $3,837,309  $3,910,681  $102.22  $108.03  $198.9  $1,712.6
2021  $10,299,689  $12,146,329  $0  $0  $3,551,321  $4,214,728  $109.64  $149.90  $397.3  $1,742.8
               
Company Selected Measure Name Revenue                
Named Executive Officers, Footnote
(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.”
               
Peer Group Issuers, Footnote [Text Block]
(4) TSR determined in Column (h) is based on the value of an initial fixed investment of $100 in LITE as of June 28, 2020. TSR determined in Column (i) is based on the value of an initial fixed investment of $100 in the NASDAQ 100 Technology Sector Index as of June 28, 2020.
               
Adjustment To PEO Compensation, Footnote
(2) The dollar amounts reported in column (c), (e), and (g) represent the amount of “compensation actually paid” (otherwise known as CAP), as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments:
  The following table details these adjustments for each fiscal year for our PEO and for our non-PEO NEOs on average:
   
                                       
Fiscal
Year
      Summary
Compensation
Table Total
(a)
  Subtract
Grant Date
Fair Value of
Stock Awards
(b)
  Add Fair Value at
Fiscal Year-end of
Outstanding and
Unvested Options
Awards and Stock
Awards Granted
in Fiscal Year
(i)
  Adjust for Change
in Fair Value of
Outstanding and
Unvested Option
Awards and Stock
Awards Granted in
Prior Fiscal Years
(ii)
  Add Fair Value
at Vesting of
Option Awards and
Stock Awards
Granted in
Fiscal Year
that Vested
During Fiscal Year
(iii)
  Adjust for Change
in Fair Value of
Outstanding
Option Awards
and Stock Awards
Granted in Prior
Fiscal Years for
Which Applicable
Vesting Conditions
Were Satisfied
During Fiscal Year
(iv)
  Subtract Fair
Value of Prior
Fiscal Year-End
of Option Awards
and Stock Awards
Granted in Prior
Fiscal Years
that Failed to
Meet Applicable
Vesting
Conditions During
Fiscal Year
(v)
  CAP
(c)
 
2025   PEO Alan Lowe   $46,407,285   ($33,146,184)   $21,120,221   $4,887,615   $3,560,574   $3,831,622   $0   $46,661,132  
  PEO Michael Hurlston   $27,670,076   ($24,740,145)   $31,223,065   $0   $0   $0   $0   $34,152,996  
  NEOs   $4,614,066   ($3,811,527)   $8,247,898   $2,464,893   $0   $478,506   $0   $11,993,836  
2024   PEO Alan Lowe   $12,077,066   ($11,003,208)   $9,734,020   ($496,704)   $0   $0   ($1,027,121)   $9,284,053  
  Non-PEO NEOs   $3,864,547   ($3,384,415)   $3,053,104   ($112,027)   $0   $0   ($219,821)   $3,201,388  
2023   PEO Alan Lowe   $13,905,732   ($12,528,619)   $7,293,688   ($4,368,577)   $0   $1,855,672   $0   $6,157,896  
  Non-PEO NEOs   $4,514,349   ($3,847,814)   $2,206,098   ($1,430,875)   $0   $573,141   $0   $2,014,899  
2022   PEO Alan Lowe   $10,793,744   ($8,901,523)   $8,033,359   ($132,894)   $0   $1,148,005   $0   $10,940,691  
  Non-PEO NEOs   $3,837,309   ($2,957,948)   $2,669,459   ($44,163)   $0   $406,023   $0   $3,910,681  
2021   PEO Alan Lowe   $10,299,689   ($8,565,127)   $8,245,083   $1,274,229   $0   $892,454   $0   $12,146,329  
  Non-PEO NEOs   $3,551,321   ($2,655,195)   $2,558,147   $446,044   $0   $314,411   $0   $4,214,728  
  (a) The dollar amounts reported in the Summary Compensation Table for the applicable year.
  (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
  (i-v) The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following:
  (i) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year;
  (ii) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years from the end of the prior Fiscal Year to the end of the current Fiscal Year;
  (iii) Change in Fair Value as of Vesting Date (compared to prior Fiscal Year End) of Option Awards and Stock Awards Granted in the Current Year and Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year;
  (iv) Fair Value at Vesting Date of Option Awards and Stock Awards Granted in Fiscal Year;
  (v) Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year.
  (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.
               
Non-PEO NEO Average Total Compensation Amount $ 4,614,066 $ 3,864,547 $ 4,514,349 $ 3,837,309 $ 3,551,321        
Non-PEO NEO Average Compensation Actually Paid Amount $ 11,993,836 3,201,388 2,014,899 3,910,681 4,214,728        
Adjustment to Non-PEO NEO Compensation Footnote
(2) The dollar amounts reported in column (c), (e), and (g) represent the amount of “compensation actually paid” (otherwise known as CAP), as computed in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments:
  The following table details these adjustments for each fiscal year for our PEO and for our non-PEO NEOs on average:
   
                                       
Fiscal
Year
      Summary
Compensation
Table Total
(a)
  Subtract
Grant Date
Fair Value of
Stock Awards
(b)
  Add Fair Value at
Fiscal Year-end of
Outstanding and
Unvested Options
Awards and Stock
Awards Granted
in Fiscal Year
(i)
  Adjust for Change
in Fair Value of
Outstanding and
Unvested Option
Awards and Stock
Awards Granted in
Prior Fiscal Years
(ii)
  Add Fair Value
at Vesting of
Option Awards and
Stock Awards
Granted in
Fiscal Year
that Vested
During Fiscal Year
(iii)
  Adjust for Change
in Fair Value of
Outstanding
Option Awards
and Stock Awards
Granted in Prior
Fiscal Years for
Which Applicable
Vesting Conditions
Were Satisfied
During Fiscal Year
(iv)
  Subtract Fair
Value of Prior
Fiscal Year-End
of Option Awards
and Stock Awards
Granted in Prior
Fiscal Years
that Failed to
Meet Applicable
Vesting
Conditions During
Fiscal Year
(v)
  CAP
(c)
 
2025   PEO Alan Lowe   $46,407,285   ($33,146,184)   $21,120,221   $4,887,615   $3,560,574   $3,831,622   $0   $46,661,132  
  PEO Michael Hurlston   $27,670,076   ($24,740,145)   $31,223,065   $0   $0   $0   $0   $34,152,996  
  NEOs   $4,614,066   ($3,811,527)   $8,247,898   $2,464,893   $0   $478,506   $0   $11,993,836  
2024   PEO Alan Lowe   $12,077,066   ($11,003,208)   $9,734,020   ($496,704)   $0   $0   ($1,027,121)   $9,284,053  
  Non-PEO NEOs   $3,864,547   ($3,384,415)   $3,053,104   ($112,027)   $0   $0   ($219,821)   $3,201,388  
2023   PEO Alan Lowe   $13,905,732   ($12,528,619)   $7,293,688   ($4,368,577)   $0   $1,855,672   $0   $6,157,896  
  Non-PEO NEOs   $4,514,349   ($3,847,814)   $2,206,098   ($1,430,875)   $0   $573,141   $0   $2,014,899  
2022   PEO Alan Lowe   $10,793,744   ($8,901,523)   $8,033,359   ($132,894)   $0   $1,148,005   $0   $10,940,691  
  Non-PEO NEOs   $3,837,309   ($2,957,948)   $2,669,459   ($44,163)   $0   $406,023   $0   $3,910,681  
2021   PEO Alan Lowe   $10,299,689   ($8,565,127)   $8,245,083   $1,274,229   $0   $892,454   $0   $12,146,329  
  Non-PEO NEOs   $3,551,321   ($2,655,195)   $2,558,147   $446,044   $0   $314,411   $0   $4,214,728  
  (a) The dollar amounts reported in the Summary Compensation Table for the applicable year.
  (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
  (i-v) The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following:
  (i) Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year;
  (ii) Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years from the end of the prior Fiscal Year to the end of the current Fiscal Year;
  (iii) Change in Fair Value as of Vesting Date (compared to prior Fiscal Year End) of Option Awards and Stock Awards Granted in the Current Year and Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year;
  (iv) Fair Value at Vesting Date of Option Awards and Stock Awards Granted in Fiscal Year;
  (v) Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year.
  (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.
               
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Lumentum Holdings Inc. CAP vs TSR

 

               
Compensation Actually Paid vs. Net Income [Text Block]
Lumentum Holdings Inc. CAP vs Net Income

 

               
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Lumentum Holdings Inc. CAP vs Revenue ($M)

 

               
Tabular List [Table Text Block]

Performance Measures

 

A mix of performance measures are used in order to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for NEOs’ 2025 compensation decisions are listed in the table below, each of which is described in more detail in the CD&A.

 

Most Important Performance Measures Driving Compensation Actually Paid
Revenue
Operating Income
Product and Sustainability Goals
               
Total Shareholder Return Amount         109.64 $ 102.22 $ 74.52 $ 66.89 $ 124.46
Peer Group Total Shareholder Return Amount         149.90 $ 108.03 $ 139.07 $ 186.44 $ 199.56
Net Income (Loss) Attributable to Parent $ 25,900,000 $ (546,500,000) $ (131,600,000) $ 198,900,000 $ 397,300,000        
Company Selected Measure Amount 1,645,000,000.0 1,359,200,000 1,767,000,000.0 1,712,600,000 1,742,800,000        
Measure [Axis]: 1                  
Pay vs Performance Disclosure [Table]                  
Measure Name Revenue                
Non-GAAP Measure Description [Text Block]
(6) Lumentum’s selected Revenue as their Company Selected Measure, which is the most important financial measure that links company performance with Compensation Actually Paid. Dollar amounts in Column (k) are LITE’s GAAP Revenue for each fiscal year (in millions).
               
Measure [Axis]: 2                  
Pay vs Performance Disclosure [Table]                  
Measure Name Operating Income                
Measure [Axis]: 3                  
Pay vs Performance Disclosure [Table]                  
Measure Name Product and Sustainability Goals                
Subtract Grant Date Fair Value Of Stock Awards B [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount $ (3,811,527) $ (3,384,415) $ (3,847,814) $ (2,957,948) $ (2,655,195)        
Add Fair Value At Fiscal Year End Of Outstanding And Unvested Options Awards And Stock Awards Granted In Fiscal Year I [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 8,247,898 3,053,104 2,206,098 2,669,459 2,558,147        
Adjust For Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years I I [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 2,464,893 (112,027) (1,430,875) (44,163) 446,044        
Add Fair Value At Vesting Of Option Awards And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year I I I [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 0 0 0 0 0        
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 I V [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 478,506 0 573,141 406,023 314,411        
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 [Member] | Non-PEO NEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 0 (219,821) 0 0 0        
Lowe [Member]                  
Pay vs Performance Disclosure [Table]                  
PEO Total Compensation Amount 46,407,285 12,077,066 13,905,732 10,793,744 10,299,689        
PEO Actually Paid Compensation Amount $ 46,661,132 9,284,053 $ 6,157,896 $ 10,940,691 $ 12,146,329        
PEO Name Lowe   Lowe Lowe Lowe        
Lowe [Member] | Subtract Grant Date Fair Value Of Stock Awards B [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount $ (33,146,184) (11,003,208) $ (12,528,619) $ (8,901,523) $ (8,565,127)        
Lowe [Member] | Add Fair Value At Fiscal Year End Of Outstanding And Unvested Options Awards And Stock Awards Granted In Fiscal Year I [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 21,120,221 9,734,020 7,293,688 8,033,359 8,245,083        
Lowe [Member] | Adjust For Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years I I [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 4,887,615 (496,704) (4,368,577) (132,894) 1,274,229        
Lowe [Member] | Add Fair Value At Vesting Of Option Awards And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year I I I [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 3,560,574 0 0 0 0        
Lowe [Member] | 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 I V [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 3,831,622 0 1,855,672 1,148,005 892,454        
Lowe [Member] | 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 [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 0 (1,027,121) 0 0 0        
Hurlston [Member]                  
Pay vs Performance Disclosure [Table]                  
PEO Total Compensation Amount 27,670,076 0 0 0 0        
PEO Actually Paid Compensation Amount $ 34,152,996 $ 0 $ 0 $ 0 $ 0        
PEO Name Hurlston Hurlston Hurlston Hurlston Hurlston        
Hurlston [Member] | Subtract Grant Date Fair Value Of Stock Awards B [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount $ (24,740,145)                
Hurlston [Member] | Add Fair Value At Fiscal Year End Of Outstanding And Unvested Options Awards And Stock Awards Granted In Fiscal Year I [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 31,223,065                
Hurlston [Member] | Adjust For Change In Fair Value Of Outstanding And Unvested Option Awards And Stock Awards Granted In Prior Fiscal Years I I [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 0                
Hurlston [Member] | Add Fair Value At Vesting Of Option Awards And Stock Awards Granted In Fiscal Year That Vested During Fiscal Year I I I [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 0                
Hurlston [Member] | 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 I V [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount 0                
Hurlston [Member] | 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 [Member] | PEO [Member]                  
Pay vs Performance Disclosure [Table]                  
Adjustment to Compensation Amount $ 0                
v3.25.2
Award Timing Disclosure
12 Months Ended
Jun. 28, 2025
Awards Close in Time to MNPI Disclosures [Table]  
Award Timing Method 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.
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.25.2
Insider Trading Policies and Procedures
12 Months Ended
Jun. 28, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true