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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 President and Chief Executive Officer Penelope A. Herscher Chair 1
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 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; Via Phone 1-800-690-6903 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. Via Mail In Person 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
TABLE OF CONTENTS Notice of Annual Meeting of Stockholders 2 Compensation Discussion and Analysis Table of Contents 3 Executive Summary 41 Fiscal Year 2025 Business Performance 42 Proxy Summary 4 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 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 41 Outstanding Equity Awards at Fiscal Year-End Table 70 Director Nominees 20 Stock Vested in Fiscal Year 2025 72 Director Compensation 25 CEO Pay Ratio 72 Pay Versus Performance 73 Mr. Hurlston s Offer Letter 76 Mr. Lowe s Transition Agreement 77 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 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 Other Matters 82 83 Delinquent Section 16(a) Reports 83 Note About Forward-Looking Statements 83 Fiscal Year 2025 Annual Report and SEC Filings 83 Appendix A Lumentum Holdings Inc. 2025 Equity Incentive Plan Appendix B Reconciliation of GAAP and Non-GAAP Financial Measures A-1 A-1 B-1 B-1 3
 • shareholder letter icon 10/7/2025 Letter Continued (Full PDF)
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 • stockholder letter icon 10/3/2024 LITE Stockholder Letter
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LITE Shareholder/Stockholder Letter Transcript:



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
President and Chief Executive Officer
Penelope A. Herscher
Chair
1

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
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;
Via Phone
1-800-690-6903
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.
Via Mail
In Person
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

TABLE OF CONTENTS
Notice of Annual Meeting of Stockholders
2
Compensation Discussion and Analysis
Table of Contents
3
Executive Summary
41
Fiscal Year 2025 Business Performance
42
Proxy Summary
4
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
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
41
Outstanding Equity Awards at Fiscal Year-End Table
70
Director Nominees
20
Stock Vested in Fiscal Year 2025
72
Director Compensation
25
CEO Pay Ratio
72
Pay Versus Performance
73
Mr. Hurlston   s Offer Letter
76
Mr. Lowe   s Transition Agreement
77
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
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
Other Matters
82
83
Delinquent Section 16(a) Reports
83
Note About Forward-Looking Statements
83
Fiscal Year 2025 Annual Report and SEC Filings
83
Appendix A
Lumentum Holdings Inc. 2025 Equity Incentive Plan
Appendix B
Reconciliation of GAAP and Non-GAAP Financial Measures
A-1
A-1
B-1
B-1
3



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