On this page of StockholderLetter.com we present the latest annual shareholder letter from Lumentum Holdings Inc. — ticker symbol LITE. Reading current and past LITE letters to shareholders can bring important insights into the investment thesis.

 •  10/3/2024 Letter Continued (Full PDF)
 •  9/22/2023 LITE Stockholder Letter
 •  More "Manufacturing" Category Stockholder Letters
 •  LITE Benford's Law Stock Score = 88

LITE Shareholder/Stockholder Letter Transcript:

LUMENTUM


/LUMENTUM
LUMENTUM
HOLDINGS INC.
INC.
LUMENTUM HOLDINGS
1001 RIDDER PARK DRIVE
SAN JOSE, CALIFORNIA 95131
SAN
October 3, 2024
Dear
Stockholders:
Dear Lumentum
Lumentum Stockholders:
We are pleased to invite you
you to attend the Annual
Annual Meeting of
of stockholders
stockholders of Lumentum Holdings Inc. on
on November 20,
20, 2024, at 8:00
8:00 a.m. (Pacific
Time), which will be a "virtual
   virtual meeting   
meeting" of stockholders, conducted via the Internet.
Fiscal 2024
2024 marked the most challenging
challenging year
year for Lumentum since
since it first became a stand-alone
stand-alone public company nine years
years ago. Our markets
experienced unprecedented declines, the largest in decades for our industry, as customers and their end-users substantially reduced purchases
from suppliers to address the excess inventory built up during the COVID-19 pandemic in response to supply chain disruptions.
Despite the demand challenges, fiscal 2024 was a pivotal year in the execution of our longer-term growth strategy. We believe our
accomplishments in entering and establishing ourselves in attractive and rapidly growing markets have positioned us for multi-year accelerated
growth beginning in fiscal 2025.
Lumentum is committed to providing differentiated laser and photonics technologies that enable end-customers in the cloud, networking, and
industrial technology markets to continue
continue scaling
scaling and growing
growing their applications. Each of these markets has long-term growth
growth catalysts that
expand our opportunities, as increasing demand for higher-performance photonic solutions used in infrastructure equipment continues to rise.
This is particularly evident in the artificial intelligence and cloud infrastructure sectors, where the need for photonic solutions is accelerating.
Within data centers, photonic-based solutions are increasingly employed to interconnect servers and compute accelerator chips, addressing the
exponential growth in computational demands driven by artificial intelligence and machine learning.
teaming. As data centers expand, they also require
more networking infrastructure to connect different data centers together,
together; in turn boosting demand for our optical networking products.
Additionally, the expansion of data center infrastructure increases demand for higher volumes of more advanced semiconductor chips, which
increasingly leverage laser-based fabrication, metrology, and packaging techniques. Over the years, we have built a highly differentiated and
unique portfolio of foundational photonic technologies and manufacturing capabilities,
capabilities, positioning us well
well to meet the evolving
evolving needs of
of
customers in each of these rapidly-growing markets.
In fiscal 2024, through our acquisition of Cloud Light, production capacity expansion in our indium phosphide semiconductor wafer fabs, and
the launch of cutting-edge new products leveraging our core photonic technologies, we strengthened our presence in the rapidly growing cloud
and artificial intelligence infrastructure markets. We realized synergies from prior acquisitions, including consolidating manufacturing operations
into Lumentum factories, notably closing
closing a major factory in China to reduce our fixed costs
costs and increase utilization of our state-of-the-art
state-of-the-art
manufacturing campus in Thailand. Additionally, we developed and introduced new products and solutions leveraging our core photonic
technologies to capitalize on rapidly growing opportunities in the industrial markets, including in the manufacturing and packaging of advanced
semiconductor chips utilized in the cloud, artificial intelligence, and electric energy production and storage markets. Sustainability is a priority
for our business, our market-leading customers, as well as other stakeholders. As we execute our strategy, we remain committed to upholding
the highest standards
standards of
of social,
social, ethical, and environmental responsibility. In fiscal 2024, we
we expanded our use of renewable energy sources
sources
across our global operations, which was well received by our customers who continuously evaluate their suppliers.
As we look to fiscal 2025 and beyond, we are optimistic. We believe the market headwinds that we faced this past fiscal year are beginning to
subside and will transform into tailwinds during fiscal 2025. The broader networking and industrial technology markets we serve are stabilizing,
and some customers are now providing more positive, forward-looking demand forecasts.
We are confident in our ability to outpace market growth. We will
will achieve this by further expanding
expanding our
our presence in the rapidly growing Cloud and Al
AI
infrastructure markets, capitalizing on new customer
opportunities as they transition to next-generation architectures that leverage our differentiated
customeropportunities
products and manufacturing capabilities. After a challenging fiscal 2024, I believe this is an exciting time for Lumentum stakeholders.
atwww.virtualshareholdermeeting.com/LITE2024.
Our virtual Annual Meeting will be accessible at
www.virtualshareholdermeeting.com/LITE2024. You will be able to listen live, submit questions,
and vote online. Details on attending the online meeting and the business to be conducted are available in the accompanying Notice of Annual
Meeting and Proxy Statement.
We are pleased to provide access to our proxy materials online under the U.S. Securities and Exchange Commission   s
   notice and access   
Commission's "notice
access" rules.
Your vote is important and we hope you will vote as soon as possible, regardless of whether you plan to attend the meeting. You may vote by
proxy over the Internet or by telephone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following
the instructions on
on the proxy card or
or voting
voting instruction card.
Thank you for your ongoing support of and interest in Lumentum.
Sincerely,
Sincerely,
an
Alan S. Lowe
President and Chief Executive Officer
s ci,tr

Penelope A. Herscher
Chair
LUMENTUM
1

LUMENTUM
LUMENTUM HOLDINGS
HOLDINGS INC.
INC.
1001 RIDDER PARK DRIVE
SAN JOSE, CALIFORNIA 95131
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
How to Vote
Via Internet
http://www.proxyvote.com
To Be Held at 8:00 a.m. Pacific Time on Wednesday, November 20, 2024
Dear Stockholders of Lumentum Holdings Inc.:
The 2024 Annual Meeting of stockholders (the "Annual
   Annual Meeting   )
Meeting") of Lumentum Holdings Inc.,
a Delaware corporation, will be held virtually on Wednesday, November 20, 2024, at 8:00
a.m. Pacific Time. The virtual Annual Meeting can be accessed by visiting
www.virtualshareholdermeeting.com/LITE2024, 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:
statement:
1. the election of
of eight directors, to serve
serve until our 2025 Annual
Annual Meeting of
of stockholders
stockholders
1.
and until their successors are duly elected and qualified;
Via Phone
1-800-690-6903
Via Mail
In Person
2. the approval, on a non-binding, advisory basis, of the compensation of our named
executive officers;
executive
3. the approval of the Amended and Restated 2015 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 28, 2025.
In addition, stockholders may be asked to consider and vote upon such other business as
may properly come before the meeting or
or any adjournments or
or postponements thereof.
Our board of directors has fixed the close of business on September 26, 2024 as the record
date for the Annual Meeting. Only stockholders of record on September 26, 2024 are entitled
to notice of and to vote at the virtual Annual Meeting and any adjournments thereof. The
Notice of
of Internet Availability
Availability of Proxy Materials, this proxy statement
statement for the Annual
Annual Meeting
(   Proxy
Statement   ) and the accompanying form of proxy were first distributed and made
("Proxy Statement")
available on the Internet to stockholders on or about October 3, 2024.
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
you may submit
submit your
your proxy card
card in the postage-prepaid
envelope provided. Your
Your vote
vote by Internet, phone or
or mail will
will ensure your
your representation at the
whether you attend the virtual meeting or not. If you attend the
Annual Meeting regardless of whetheryou
virtual Annual Meeting, you may revoke your proxy and vote via the virtual meeting website. If
your shares through an account with a brokerage firm, bank or other nominee, please
you hold yourshares
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.
foryour
By order of the board of directors,
Alan S.
S. Lowe
Alan
President and Chief Executive Officer
San Jose, California
October 3,
3, 2024
2
2024 Proxy Statement

TABLE OF CONTENTS
Notice of
of Annual
Annual Meeting
Meeting of
of Stockholders
Stockholders
Notice
2
2
Report of
of the
the Audit
Audit Committee
Report
Committee
38
38
Table
of Contents
Table of
Contents
3
3
Executive Officers
Executive
Officers
39
39
Proxy Summary
Summary
Proxy
4
4
Compensation Discussion
Discussion and
and Analysis
Analysis
Compensation
40
40
Proxy Statement
Statement for
for 2024
Annual Meeting
Meeting of
of
2024 Annual
Proxy
Stockholders
Stockholders
Director Independence
Board Leadership Structure
Board Committees and Meetings
Sustainability
13
Proposal No.
No. 1I Election
Election of
Directors
Proposal
of Directors
21
GI
Director Nominees
Director Compensation
21
26
Executive Summary
Fiscal 2023 Say-on-Pay
Say   on   Pay Vote and Response
Fiscal 2024 Business Performance
Executive Compensation Approach
Compensation Decision Processes
Fiscal 2024 Executive Compensation Program Elements
Other Items
Summary Compensation Table
2024 Grants of Plan   Based
Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End Table
Stock Vested in 2024
CEO Pay Ratio
Pay Versus Performance
Employment Agreement with Mr. Lowe
Potential Payments upon a Termination or Change in Control
Proposal No.
No. 2
2 Advisory
Advisory Vote
Vote to
to Approve
Approve
Proposal
Compensation
of our
our Named
Named Executive
Executive Officers
Compensation of
Officers
28
28
Security Ownership
of Certain
Beneficial Owners
Certain Beneficial
Owners
Security
Ownership of
and Management
Management
and
77
77
Proposal No.
No. 3
3 Approval
Approval of
of the
the Amended
Amended and
Proposal
and
Restated 2015
2015 Equity
Equity Incentive
Incentive Plan
Plan
Restated
29
29
Related Person
Person Transactions
Related
Transactions
78
78
Internet Availability of Proxy Materials
General Information about the Annual Meeting
Corporate
Corporate Governance
Governance
Reasons for Voting for this Proposal
Summary of the 2015 Equity Incentive Plan, as Amended and
Restated
Section 409A
Tax Effects for the Company
Summary
Number of Awards Granted to Employees and
Non-Employee Directors
Proposal No.
No. 4
Ratification of
of Appointment
Appointment of
Proposal
4 Ratification
of
Independent
Registered
Public
Accounting Firm
Firm
Independent Registered Public Accounting
Fees Paid to the Independent Registered Public Accounting Firm
Auditor Independence
Audit Committee Policy on Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Registered
Public Accounting Firm
8
8
8
8
13
13
13
17
29
Other Relationships and Related Persons Transactions
Policies and Procedures for Related Party Transactions
30
Other Matters
Matters
Other
34
34
35
35
36
36
40
40
45
46
47
50
63
65
66
67
68
69
69
73
75
78
78
79
Delinquent Section 16(a) Reports
Note About Forward   Looking
Forward-Looking Statements
Fiscal 2024 Annual Report and SEC Filings
79
79
79
Appendix A
A
Appendix
80
80
Lumentum Holdings Inc. 2015 Equity Incentive Plan
80
Appendix B
B
Appendix
91
91
Reconciliation of GAAP and Non-GAAP Financial Measures
91
36
36
37

LUMENTUM
3



 10/3/2024 Letter Continued (Full PDF)