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primarysourced Photonics sector Lumentum
LITE
~5 min read · 1,218 words ·updated 2026-04-29 · confidence 79%

Governance

Lumentum Holdings Inc. is a Delaware corporation subject to NASDAQ Global Select Market listing standards, US-domestic SEC filing requirements (10-K / 10-Q / 8-K / Form 4 / DEF 14A), and Sarbanes-Oxley internal-control attestation. The company is not a foreign private issuer — there is no HFIAA gap on insider Form 4 reporting, and proxy disclosure follows full US-domestic Schedule 14A standards.

This page covers (a) board composition and committee structure, (b) shareholder rights and capital structure, (c) related-party transaction policy, and (d) Delaware-corporate-law specifics relevant to thesis monitoring.

Board structure

ElementDetail
Authorized board size5 to 11 directors per bylaws
Current size9 directors (as of December 15, 2025 Trent appointment)
ClassificationDeclassified — all directors elected annually
Voting standardMajority voting in uncontested elections
IndependenceAll directors except the CEO are independent (per NASDAQ rules)
Lead independent directorRole merged into Board Chair (Penny Herscher) following her 2019 chair appointment
Annual meeting cadenceMid-November (the 2025 annual meeting was Nov 19, 2025)
Meeting venueVirtual (www.virtualshareholdermeeting.com/LITE2025)

✓ Directors and meeting cadence verified-primary against the 2025 DEF 14A supplement.

For the full director roster, see leadership.

Committee structure

Lumentum operates three standing board committees, each chaired by an independent director and operating under a publicly-filed charter on the corporate governance page.

Audit Committee

ElementDetailConfidence
MembersHarold Covert; Paul Lundstrom; Isaac Harris; (Thad Trent expected addition Dec 2025)◐ partial
ChairHarold Covert (CFO-experience profile)◐ partial — verify against latest proxy
IndependenceAll members independent per NASDAQ + Rule 10A-3✓
“Audit Committee Financial Expert”Yes — designated under Item 407(d)(5) of Reg S-K✓
AuditorDeloitte & Touche LLP (ratification proposed in 2025 proxy)✓ verified-primary

Compensation Committee

ElementDetailConfidence
ChairJulia S. Johnson✓ verified-primary
MembersPamela F. Fletcher; Penelope A. Herscher✓ verified-primary
IndependenceAll members independent under NASDAQ + Rule 16b-3 + Section 162(m) standards✓
Compensation consultant(specified annually in CD&A; typically Compensia or Aon Radford)◐ partial — verify in latest CD&A

Governance Committee (formally Nominating & Corporate Governance)

ElementDetailConfidence
MembersBrian Lillie; Ian Small; Isaac Harris◐ partial — verify in latest proxy
Chair(per latest proxy)◐ partial
IndependenceAll members independent per NASDAQ✓
MandateDirector nomination, board evaluation, ESG / sustainability oversight✓

Capital structure

ClassStatusNotes
Common StockListed on NASDAQ Global Select (LITE)One vote per share. Authorized 990,000,000 shares per restated certificate of incorporation.
Preferred StockAuthorized 10,000,000 blank-check sharesThe board has authority to designate series, dividend rates, conversion features, voting rights without further shareholder approval (subject to NASDAQ shareholder-approval rules where applicable).
Series A Convertible Preferred StockIssued March 2, 20262,876,415 shares at $695.31/share = $2,000,000,000 raised from NVIDIA. Conversion into common stock contingent on Hart-Scott-Rodino antitrust expiration/termination. As-converted dividend, voting (except director elections), and liquidation rights. No preemptive or redemption rights.

✓ Series A Convertible Preferred terms verified-primary against the Lumentum 8-K filed 2026-03-02.

The NVIDIA Series A is the first preferred-stock issuance in Lumentum’s history. Investors monitoring dilution should track:

  • HSR clearance timing — NVIDIA cannot convert until HSR clears
  • As-converted share count — at $695.31 issue price, NVIDIA’s $2B converts at close to a 1:1 economic ratio, but the actual common-share conversion ratio depends on the preferred terms (definitive certificate of designation in 8-K exhibit)
  • Voting rights pre-conversion — NVIDIA can vote with common except on director elections
  • Future preferred-stock issuances — the blank-check authorization permits the board to issue further preferred without shareholder approval, subject to NASDAQ rules

Per the most recent DEF 14A, related-party transactions are governed by a written policy approved by the Audit Committee. The standard threshold for review is $120,000 in aggregate annual value — below the SEC Item 404(a) reporting threshold but consistent with NASDAQ practice.

Notable disclosures from recent filings:

  • NVIDIA strategic investment (March 2026) — disclosed as a related-party transaction only if NVIDIA is deemed a >5% beneficial owner post-conversion. As of the 8-K, NVIDIA holds the Series A pre-conversion. The disclosure pathway will become clear in the next DEF 14A (CY2026).
  • Alan Lowe advisory consulting — post-CEO transition, Lowe continued as an advisor; the consulting fees and equity treatment are disclosed under the related-party heading in the 2025 proxy.
  • Director-affiliate commercial relationships — typically nil. Lumentum’s board is dominated by independent technology executives without operating overlap with Lumentum customers / suppliers.

Delaware corporate law specifics

Items relevant to thesis monitoring:

ItemStatus
State of incorporationDelaware
Anti-takeover statutesSubject to DGCL §203 (business combination with interested stockholder restrictions). Lumentum has not opted out.
Staggered boardNo — declassified
Cumulative votingNo
Shareholder right to call special meetingPer bylaws — typically 25%+ holders required (verify against latest restated bylaws)
Shareholder action by written consent(Per restated certificate of incorporation; verify)
Forum-selection clauseYes — Delaware Chancery Court for internal-affairs disputes; federal courts for §1933 Securities Act claims
Stockholder rights plan (“poison pill”)None currently active. ⚠ inferred — confirmed against most recent 10-K but worth re-verifying after any major NVIDIA-stake activity.
Ownership-threshold flagsNVIDIA approaching 5%+ on conversion would trigger Schedule 13G/13D filings; Hart-Scott-Rodino waiting period gates the conversion itself

Insider transaction reporting

Because Lumentum is a US-domestic issuer (not a foreign private issuer), all directors and Section 16 officers report insider transactions on Form 4 within 2 business days. There is no HFIAA gap (a 6-week gap that can apply to foreign private issuers like LWLG).

Insider transactions are tracked in the market data section of this knowledge base, refreshed on the daily rebuild.

Auditor

Deloitte & Touche LLP is Lumentum’s independent registered public accounting firm. Ratification of the auditor is included as a routine proposal in the annual proxy. ✓ verified-primary against the 2025 DEF 14A supplement.

Cross-references

Sources