Lumentum Holdings Inc. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

Lumentum Holdings Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LUMENTUM HOLDINGS INC.

1001 RIDDER PARK DRIVE
SAN JOSE, CALIFORNIA 95131
October 7, 2025

Dear Lumentum Stockholders:

We are excited to invite you to the Annual Meeting of Stockholders of Lumentum Holdings Inc., taking place virtually on November 19, 2025 at 8:00 a.m. Pacific Time.

Fiscal year 2025 was a defining year for Lumentum. We entered the year with clarity, discipline, and a renewed focus on execution. We not only delivered strong results but also positioned Lumentum at the center of one of the most profound technology transformations of our time. Artificial intelligence and cloud infrastructure are reshaping the future, and optical interconnect is pivotal to enabling the high-speed backbone that is required. Lumentum is a leading supplier of photonics solutions, both inside and outside the data center.

In the past year, we accelerated growth in our Cloud and Networking business, expanded margins, and strengthened our foundation for long term success. Segment revenue grew 30 percent year over year as we ramped shipments of 800G transceivers, EML laser chips, pump lasers for subsea transmission, and narrow linewidth lasers for data center interconnect. We also introduced breakthrough technologies such as optical circuit switches and ultra high-power lasers for co-packaged optics that are setting the pace for AI infrastructure. These advances are putting Lumentum on a steep growth trajectory.

We were equally deliberate about strengthening our manufacturing footprint. In fiscal year 2025, we expanded capacity at our indium phosphide fabs in Japan, the United States and the United Kingdom and scaled assembly and test operations in Thailand. Having the capability to manufacture lasers in the U.S. has enabled us to capture additional domestic business. In total, these strategic moves ensure that we stay ahead as cloud providers adopt next-generation architectures.

Our Industrial Tech segment also advanced. We launched a new ultrafast laser platform, supported strong demand in solar and advanced semiconductor packaging, and improved profitability through tighter cost control and pricing discipline.

Financially, we delivered across the board. Full year revenue grew 21 percent to $1.65 billion. Gross margin expanded 450 basis points, operating margin rose over 1000 basis points, and earnings per share more than quadrupled, all on a non-GAAP basis. These results reflect the scalability of our model, the strength of our execution, and the leverage in our business.

Looking ahead, we enter fiscal year 2026 with powerful momentum. We are focused on continuing to grow the top line, expanding margins, and delivering sustainable, long-term value for our stockholders.

Our Annual Meeting will be hosted virtually at www.virtualshareholdermeeting.com/LITE2025, where you will be able to listen, submit questions, and vote online. The accompanying Notice of Annual Meeting and Proxy Statement contain details on the agenda and voting procedures.

We are again providing proxy materials online under the U.S. Securities and Exchange Commission’s “notice and access” rules.

Your vote is important. Please vote promptly by proxy online, by phone, or by following the instructions on the proxy card or voting instruction card if you received printed materials, whether or not you plan to attend the meeting.

We would also like to take a moment to thank Alan Lowe for his nearly 10 years at the helm of Lumentum. He spun the Company out of JDS Uniphase and built the foundation that we are now carrying forward.

We truly appreciate your continued trust and support. We believe that our best years are still to come as we drive optical interconnect ever deeper into the AI ecosystem.

Sincerely,


Michael E. Hurlston	Penelope A. Herscher
President and Chief Executive Officer	Chair

LUMENTUM HOLDINGS INC.

1001 RIDDER PARK DRIVE

SAN JOSE, CALIFORNIA 95131

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

How to Vote

Via Internet

http://www.proxyvote.com

Via Phone

1-800-690-6903

Via Mail

In Person

To Be Held at 8:00 a.m. Pacific Time on Wednesday, November 19, 2025

Dear Stockholders of Lumentum Holdings Inc.:

The 2025 Annual Meeting of stockholders (the “Annual Meeting”) of Lumentum Holdings Inc., a Delaware corporation, will be held virtually on Wednesday, November 19, 2025, at 8:00 a.m. Pacific Time. The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/LITE2025, where you will be able to listen to the meeting live, submit questions and vote online. We are holding the meeting for the following purposes, as more fully described in the accompanying proxy statement:

1.	the election of eight directors, to serve until our 2026 Annual Meeting of stockholders and until their successors are duly elected and qualified;
2.	the approval, on a non-binding, advisory basis, of the compensation of our named executive officers;
3.	the approval of the 2025 Equity Incentive Plan; and
4.	the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 27, 2026.

In addition, stockholders may be asked to consider and vote upon such other business as may properly come before the meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on September 25, 2025 as the record date for the Annual Meeting. Only stockholders of record on September 25, 2025 are entitled to notice of and to vote at the virtual Annual Meeting and any adjournments thereof. The Notice of Internet Availability of Proxy Materials, this proxy statement for the Annual Meeting (“Proxy Statement”) and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about October 7, 2025.

YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, please cast your vote as soon as possible by Internet or telephone. If you received a paper copy of the proxy materials by mail, you may submit your proxy card in the postage-prepaid envelope provided. Your vote by Internet, phone or mail will ensure your representation at the Annual Meeting regardless of whether you attend the virtual meeting or not. If you attend the virtual Annual Meeting, you may revoke your proxy and vote via the virtual meeting website. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from your account manager to vote your shares.

We thank you for your support and we hope you are able to attend our virtual Annual Meeting.

By order of the board of directors,

Michael E. Hurlston

President and Chief Executive Officer

San Jose, California

October 7, 2025

2	2025 Proxy Statement

Notice of Annual Meeting of Stockholders	2

Table of Contents	3

Proxy Summary	4

Proxy Statement for 2025 Annual Meeting of Stockholders	8
Internet Availability of Proxy Materials	8
General Information about the Annual Meeting	8

Corporate Governance	13
Director Independence	13
Board Leadership Structure	13
Board Committees and Meetings	13
Sustainability	17

Proposal No. 1 Election of Directors	20
Director Nominees	20
Director Compensation	25

Proposal No. 2 Advisory Vote to Approve Compensation of our Named Executive Officers	27

Proposal No. 3 Approval of the 2025 Equity Incentive Plan	28
Reasons for Voting for this Proposal	28
Summary of the 2025 Equity Incentive Plan	30
U.S. Federal Income Tax Consequences	34
Summary	35
Number of Awards Granted to Employees and Non-Employee Directors	36

Proposal No. 4 Ratification of Appointment of Independent Registered Public Accounting Firm	37
Fees Paid to the Independent Registered Public Accounting Firm	37
Auditor Independence	37
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	38

Report of the Audit Committee	39

Executive Officers	40

Compensation Discussion and Analysis	41
Executive Summary	41
Fiscal Year 2025 Business Performance	42
CEO Transition	42
Compensation Arrangements for Mr. Hurlston	43
Fiscal Year 2025 Say-on-Pay Vote and Stockholder Engagement	44
Forward-Looking Changes to Executive Compensation Programs to Support Evolving Strategic Priorities	47
Executive Compensation Approach	48
Compensation Decision Processes	50
Fiscal Year 2025 Executive Compensation Program Elements	53
Other Items	66
Compensation Committee Report	67
Summary Compensation Table	68
Fiscal Year 2025 Grants of Plan-Based Awards Table	69
Outstanding Equity Awards at Fiscal Year-End Table	70
Stock Vested in Fiscal Year 2025	72
CEO Pay Ratio	72
Pay Versus Performance	73
Mr. Hurlston’s Offer Letter	76
Mr. Lowe’s Transition Agreement	77
2015 Change in Control and Severance Benefits Plan, as amended	78
Potential Payments upon a Termination or Change in Control	79
Equity Compensation Plan Information	80

Security Ownership of Certain Beneficial Owners and Management	81

Related Person Transactions	82
Policies and Procedures for Related Party Transactions	82

Other Matters	83
Delinquent Section 16(a) Reports	83
Note About Forward-Looking Statements	83
Fiscal Year 2025 Annual Report and SEC Filings	83

Appendix A	A-1
Lumentum Holdings Inc. 2025 Equity Incentive Plan	A-1

Appendix B	B-1
Reconciliation of GAAP and Non-GAAP Financial Measures	B-1

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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 2026.		Your board of directors recommends that you vote “FOR” the election of each of the eight nominees.
	See page 20

Director Nominees

Director

Committees

Other Current Public

Name and Primary Occupation

Independent

Age

Since

Audit

Compensation

Governance

Company Boards

Pamela F. Fletcher

CEO, Sion Power Corporation

✓

2023

Chemours

Isaac H. Harris

Founder and CEO, DATKI Partners

✓

2021

None

Penelope A. Herscher (Chair)

Advisor to Entrepreneurs; Former CEO

✓

2015

Forvia, Penguin Solutions

Michael E. Hurlston

President and CEO, Lumentum

2025

Flex, Astera Labs

Julia S. Johnson

Former SVP and GM, Mobile Computing, Zebra Technologies

✓

2017

None

Brian J. Lillie

Former President, Private Cloud Business Unit, Rackspace Technology

✓

2015

None

Paul R. Lundstrom

CFO, Copeland LP

✓

2024

None

Ian S. Small

CEO, Blues Inc.

✓

2018

None

Member

Chair

4	2025 Proxy Statement

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Director Nominee Snapshot

	Pamela Fletcher	Isaac Harris	Penelope Herscher	Michael Hurlston	Julie Johnson	Brian Lillie	Paul Lundstrom	Ian Small
Skills/Competencies
Industry Experience (Consumer/OpComms/Lasers)	✓	✓	✓	✓	✓	✓	✓	✓
Innovation/Technology	✓	✓	✓	✓	✓	✓		✓
Business Development/M&A Experience/M&A Integration	✓	✓	✓	✓	✓	✓	✓	✓
Executive Leadership Experience	✓	✓	✓	✓	✓	✓	✓	✓
Global Experience	✓	✓	✓	✓	✓	✓	✓	✓
Accounting/Finance	✓				✓		✓
Engineering/R&D	✓		✓	✓	✓	✓		✓
Cybersecurity/IT	✓	✓				✓		✓
Manufacturing/Operations	✓	✓		✓	✓	✓	✓
Marketing/Sales	✓		✓	✓	✓	✓		✓
Compliance/Risk Management	✓	✓				✓	✓
Tenure (years)	<3	4	10	<1	8	10	<1	7
Independence	✓	✓	✓		✓	✓	✓	✓
Age	59	59	65	58	59	61	50	61
Gender	Female	Male	Female	Male	Female	Male	Male	Male

Corporate Governance Highlights

The board of directors believes that good corporate governance is an important component in enhancing investor confidence in the Company and increasing stockholder value. The imperative to continue to develop and implement best practices throughout our corporate governance structure is fundamental to our strategy to enhance performance by creating an environment that increases operational efficiency and ensures long-term productivity growth. Solid corporate governance practices also ensure alignment with stockholder interests by promoting fairness, transparency and accountability in business activities among employees, management and the board.

Corporate Governance Highlights
•	Majority voting for directors
•	Annual election of all directors
•	Independent Chair of the board of directors
•	Independent directors meet regularly without management present
•	Audit, Compensation and Governance committees composed entirely of independent directors
•	Engaged board; each director attended 100% of the aggregate of all meetings of the board of directors and any standing committees on which he or she served during fiscal year 2025
•	Significant share ownership guidelines for all executive officers and directors

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Proposal No. 2 Non-binding Advisory Vote to Approve Executive Compensation

The board of directors is asking stockholders to approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement.		Your board of directors recommends that you vote “FOR” this proposal.
	See page 27

Executive Compensation Key Points

•	93% of our current CEO’s and 88% of non-CEO NEOs’ fiscal year 2025 target total direct compensation was driven by achievement of our strategic, financial or market performance goals
•	We meaningfully changed our executive compensation program for fiscal year 2025 (as previously discussed in our 2024 proxy statement) and we continue to evolve our forward-looking executive compensation program to support our transformational goals and increased ambition, including a narrowed and enhanced focus on financial and relative performance goals
•	Our fiscal year 2025 Annual Incentive Program (“AIP”) was paid at 132.2% of target after the application of negative discretion discussed in the following bullet
•	The Compensation Committee applied negative discretion to reduce fiscal year 2025 AIP payout by 27.2%, from 181.5% achievement down to 132.2% achievement so that the payout better reflected its view of business performance
•	Our fiscal years 2023 – 2025 Long-Term Incentive Program Performance Stock Units (“PSUs”) were earned at 24% of target
•	We executed a successful CEO transition, and our compensation and transition arrangements with both the incoming and outgoing CEO have, as designed, delivered concrete results for stockholders
•	We maintain policies to promote sound compensation practices and corporate governance

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 year 2025, we compensated our named executive officers using the following elements for total target direct compensation:

(1)

Mr. Hurlston’s figures are based on his intended compensation for fiscal year 2026, which will have a pay mix similar to Mr. Lowe’s fiscal year 2025 package, although more weighted to performance

6	2025 Proxy Statement

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Proposal No. 3 Approval of the 2025 Equity Incentive Plan

The board of directors is asking stockholders to approve the 2025 Equity Incentive Plan.		Your board of directors recommends that you vote “FOR” this proposal.
	See page 28

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 27, 2026.		Your board of directors recommends that you vote “FOR” this proposal.
	See page 37

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LUMENTUM HOLDINGS INC.

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held Virtually at 8:00 a.m. Pacific Time on Wednesday, November 19, 2025

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 2025 Annual Meeting of Stockholders (“Annual Meeting”) to be held virtually on Wednesday, November 19, 2025 at 8:00 a.m. Pacific Time, and any adjournment or postponement of the Annual Meeting. The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/LITE2025, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Internet Availability of Proxy Materials and this proxy statement (“Proxy Statement”) for the Annual Meeting and the accompanying form of proxy were first distributed and made available on the Internet to stockholders on or about October 7, 2025.

Internet Availability of Proxy Materials

In accordance with SEC rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and our annual report on Form 10-K for the fiscal year ended June 28, 2025 (“Annual Report”), and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper or email copies of our proxy materials if they so choose. We believe this process makes the proxy distribution process more efficient and less costly and helps conserve natural resources.

Lumentum’s Annual Report, will be available with this Proxy Statement by following the instructions in the Notice of Internet Availability of Proxy Materials.

General Information about the Annual Meeting

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement. You should read this entire Proxy Statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement and references to our website address in this Proxy Statement are inactive textual references only.

You will be voting on:

•	the election of eight directors, to serve until our 2026 annual meeting of stockholders and until their successors are duly elected and qualified;
•	the approval, on a non-binding, advisory basis, of the compensation of our named executive officers;
•	the approval of the 2025 Equity Incentive Plan;
•	the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 27, 2026; and
•	any other business as may properly come before the Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

•	“FOR” the election of each director nominee named in this Proxy Statement;
•	“FOR” the approval of a non-binding, advisory vote on the compensation of our named executive officers;
•	“FOR” the approval of the 2025 Equity Incentive Plan; and
•	“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending June 27, 2026.

8	2025 Proxy Statement

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Who is entitled to vote?

Holders of our common stock as of the close of business on September 25, 2025, the record date, may vote at the Annual Meeting. As of the record date, there were 70,912,590 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. We do not have cumulative voting rights for the election of directors.

Stockholder of Record: Shares Registered in Your Name. If, on the record date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the Annual Meeting or vote by telephone, by Internet, or by filling out and returning the proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee. If, on the record date, your shares were held on your behalf in a stock brokerage account or by a bank or other nominee, then you are considered the beneficial owner of those shares held in street name. Accordingly, the Notice of Internet Availability, Proxy Statement and any accompanying documents have been provided to your broker or nominee, who in turn provided the materials to you. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by using the voting instruction card or by following their instructions for voting on the Internet or by telephone.

How many votes are needed for approval of each proposal?

•	Proposal No. 1: Each director must be elected by the affirmative vote of a majority of the votes cast with respect to that director. This means that, to be elected, the number of votes cast for a director must exceed the number of votes cast against that director. Abstentions and broker non-votes are not counted as votes cast for or against such director’s election and therefore will have no impact on the outcome of the vote.
•	Proposal No. 2: The approval of the non-binding advisory vote on the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. As a result, abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of this vote.
•	Proposal No. 3: The approval of the 2025 Equity Incentive Plan requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. As a result, abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of this vote. This vote will also constitute approval under the Nasdaq Listing Rules.
•	Proposal No. 4: The ratification of the appointment of Deloitte & Touche LLP requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. As a result, abstentions will have the same effect as votes against the proposal. Brokers will have discretion to vote on this proposal.

What is a quorum?

A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person or by proxy, of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

•	at the Annual Meeting, via the virtual meeting website – any stockholder can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/LITE2025, where stockholders may vote and submit questions during the meeting. The Annual Meeting starts at 8:00 a.m. Pacific Time on Wednesday, November 19, 2025. Please have your 16-digit control number to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.proxyvote.com;
•	by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on November 18, 2025 (have your proxy card in hand when you visit the website);
•	by toll-free telephone at 1-800-690-6903 (have your proxy card in hand when you call); or
•	by completing and mailing your proxy card (if you received printed proxy materials).

Proxy cards submitted by mail must be received by November 18, 2025 to be voted at the Annual Meeting. Please note that the Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on November 18, 2025. Submitting your proxy, whether via Internet, by telephone or by mail, will not affect your right to vote at the Annual Meeting via the virtual meeting website should you decide to attend the Annual Meeting. If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct your nominee on how to vote your shares. Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted including how to attend and vote at the Annual Meeting.

Back to Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

PROXY SUMMARY

Director Nominees

Director Nominee Snapshot

Corporate Governance Highlights

Executive Compensation Key Points

Executive Compensation Structure

LUMENTUM HOLDINGS INC.

PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS

Internet Availability of Proxy Materials

General Information about the Annual Meeting

How does the board of directors recommend I vote on these proposals?

Who is entitled to vote?

How many votes are needed for approval of each proposal?

What is a quorum?

How do I vote?

SEC Form DEF 14A filed by Lumentum Holdings Inc.