On this page of StockholderLetter.com we present the 9/22/2023 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.

 •  9/22/2023 Letter Continued (Full PDF)
 •  10/3/2024 LITE Stockholder Letter
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LITE 9/22/2023 Shareholder/Stockholder Letter Transcript:

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LUMENTUM HOLDINGS INC.
1001 RIDDER PARK DRIVE
SAN JOSE, CALIFORNIA 95131
September 22, 2023
Dear Lumentum Stockholders:
We are pleased to invite you to attend the Annual Meeting of stockholders of Lumentum Holdings Inc. on November 17, 2023 at 8:00 a.m. (Pacific Time),
which will be a    virtual meeting    of stockholders, conducted via the Internet.
We recently completed our eighth year as a standalone public company, and we have achieved significant growth over those years. Our solutions
address attractive end markets that are driven by long   term, secular trends and which are increasingly turning to advanced photonics as a key enabling
technology for continued growth. By focusing on developing the most innovative products and technologies ahead of our competition, we have
positioned ourselves as an industry leader in the markets we serve and an indispensable partner to our customers.
With this technology leadership strategy, along with successful, strategic acquisitions, we grew revenue to a new record level of $1.77B in fiscal 2023. This
performance was despite the substantial impact of industry   wide inventory corrections that began mid   way through the fiscal year. Over the past year,
we have added to our leadership position by introducing many highly differentiated new products and by winning new design   ins with market   leading
customers. The strategic acquisitions we closed in fiscal 2023 have expanded our share of the optical communications and data infrastructure end
markets, in addition to adding to our overall revenue and scale. The strategic rationale of these acquisitions has been borne out, and these transactions
have been well received by our customers. To date, we are tracking ahead of our acquisition synergy goals and, as a result, we have increased our targets
significantly.
In each of our focused end markets, there are growth catalysts that we believe are expanding our opportunities. We are at a pivotal stage in the digital
transformation of all aspects of work and life that is driving the use of optical technologies to handle the relentless growth of data flowing through the
world   s optical networks and data centers. The pace of that growth is accelerating even faster with the widespread adoption of artificial intelligence and
machine learning applications. Lumentum   s products are essential parts of the cloud data center infrastructure that enables these applications today,
and, as newer generative AI tools gain traction, we expect the demand for our products to only increase. Our strong organic and inorganic investments in
both new products and foundational technologies position us well for these sizable opportunities.
Advancements in computer and machine vision and augmented and virtual reality are transforming a wide range of industries, including automotive,
warehouse automation, and transportation and logistics. Lumentum participates in all of these trends, and in particular, we expect our photonic
integration capabilities to enable greater proliferation across a broader set of applications. Higher levels of precision, new sustainable materials, and
factory and energy efficiency needs are causing manufacturers around the world to increasingly turn to laser   based approaches and to the types of
industrial lasers we supply. Our laser products are increasingly essential to high   growth markets such as solar cell, electric vehicle, and battery
manufacturing, providing us with robust, long   term tailwinds.
As we execute on our strategy, we continue to focus on creating value for our stakeholders and are committed to the highest standards of social, ethical,
and environmental conduct and responsibility. This includes promoting diverse, inclusive, and safe workplaces, free from discrimination and
harassment. We encourage our employees to engage and make meaningful contributions to society and our local communities.
Our results and accomplishments to date both underscore the significant progress we have made towards our strategic goals and position us well for
further growth. These accomplishments, along with the growth catalysts we see across our business, make it a very exciting time at Lumentum for all of
our stakeholders, and we believe that the future ahead is even brighter now than over the past eight years.
Our virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/LITE2023 where you will be able to listen to the meeting
live, submit questions, and vote online. Details regarding how to attend the Annual Meeting online and the business to be conducted at the Annual
Meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.
We are pleased to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission   s    notice and 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 the
proxy card or voting instruction card.
Thank you for your ongoing support of and interest in Lumentum.
Sincerely,
Alan S. Lowe
President and Chief Executive Officer
Penelope A. Herscher
Chair
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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 Friday, November 17, 2023
Dear Stockholders of Lumentum Holdings Inc.:
The 2023 Annual Meeting of stockholders (the    Annual Meeting   ) of Lumentum Holdings Inc.,
a Delaware corporation, will be held virtually on Friday, November 17, 2023, at 8:00 a.m.
Pacific Time. The virtual Annual Meeting can be accessed by visiting
www.virtualshareholdermeeting.com/LITE2023, 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 nine directors, to serve until our 2024 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, on a non   binding, advisory basis, of the frequency of future advisory votes
approving the compensation of our named executive officers;
4 the approval of the Amended and Restated 2015 Equity Incentive Plan; and
5 the ratification of the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm for our fiscal year ending June 29, 2024.
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 18, 2023 as the record
date for the Annual Meeting. Only stockholders of record on September 18, 2023 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 September 22, 2023.
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,
Alan S. Lowe
President and Chief Executive Officer
San Jose, California
September 22, 2023
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2023 Proxy Statement

TABLE OF CONTENTS
Notice of Annual Meeting of Stockholders
2
Report of the Audit Committee
Table of Contents
3
Executive Officers
Proxy Summary
4
Compensation Discussion and Analysis
Proxy Statement for 2023 Annual Meeting of
Stockholders
9
Internet Availability of Proxy Materials
General Information about the Annual Meeting
9
9
Corporate Governance
14
Director Independence
Board Leadership Structure
Board Committees and Meetings
Sustainability
14
14
14
18
Proposal No. 1 Election of Directors
21
Director Nominees
Director Compensation
21
26
Proposal No. 2 Advisory Vote to Approve
Compensation of our Named Executive Officers
28
Proposal No. 3 Advisory Vote on the Frequency
of the Advisory Vote to Approve Compensation
for our Named Executive Officers
29
Proposal No. 4 Approval of the Amended and
Restated 2015 Equity Incentive Plan
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. 5 Ratification of Appointment of
Independent Registered Public Accounting Firm
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
30
42
42
42
43
44
44
45
45
46
47
49
51
52
53
54
56
56
57
61
63
Security Ownership of Certain Beneficial Owners
and Management
65
Related Person Transactions
66
Other Relationships and Related Persons Transactions
Policies and Procedures for Related Party Transactions
32
36
36
37
Other Matters
Note About Forward   Looking Statements
Fiscal 2023 Annual Report and SEC Filings
Appendix A
2015 Equity Incentive Plan
38
41
Executive Compensation Program Objectives
Fiscal 2023 Business Performance
Executive Compensation Highlights
2023 Say on Pay Vote and Stockholder Outreach
Our Approach to Executive Compensation
Fiscal 2023 Executive Compensation Program Elements
Compensation Decision Processes
Peer Group
Annual Incentive Plan
Equity Incentive Awards
Stock Ownership Guidelines
Summary Compensation Table
2023 Grants of Plan   Based Awards Table
Outstanding Equity Awards at Fiscal Year   End Table
Stock Vested in 2023
CEO Pay Ratio
Pay Versus Performance
Employment Agreement with Mr. Lowe
Potential Payments upon a Termination or Change in Control
30
37
40
Appendix B
Reconciliation of GAAP and Non   GAAP Financial Measures
66
66
67
67
67
68
68
79
79
38
38
39
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 9/22/2023 Letter Continued (Full PDF)