The proxy confirms extraordinary operational and financial momentum driven by AI/datacenter demand, with revenue and EPS far exceeding targets. The 762% TSR and maximum PSU payouts indicate strong alignment between executive compensation and shareholder returns. Monitor the November 18, 2026 annual meeting for the Say-on-Pay vote result and any shareholder proposals, and watch for FY2027 Q1 revenue guidance pointing to continued triple-digit year-over-year growth.
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Executive Summary
Lumentum Holdings Inc. filed its definitive proxy statement for the 2026 Annual Meeting of Stockholders to be held virtually on November 18, 2026. The filing seeks stockholder votes on the election of eight directors, an advisory vote on executive compensation (Say-on-Pay), and ratification of Deloitte & Touche LLP as the independent auditor. The proxy highlights exceptional FY2026 financial performance with net revenue growing 83% to $3.014 billion, non-GAAP EPS rising 321% to $8.67, and a 762% one-year total shareholder return, alongside significant executive compensation program changes including increased performance-based equity for the CEO and maximum payouts on long-term PSUs.
Key Facts
- Net revenue grew 83.2% year-over-year to $3.014 billion in FY2026, up from $1.645 billion in FY2025.
- Non-GAAP EPS grew 321% from $2.06 to $8.67 year-over-year.
- One-year total shareholder return was 762%.
- Market capitalization increased from $6.6 billion to $63.6 billion during FY2026.
- FY2026 Annual Incentive Plan (AIP) paid at 186.3% of target, entirely in cash.
- FY2024-2026 Long-Term Incentive Plan PSUs achieved maximum payout capped at 200% of target as revenue exceeded the 300% achievement level.
- CEO equity mix shifted to 66% PSUs / 34% RSUs from 50%/50%.
- Say-on-Pay received 88.3% support at the November 2025 annual meeting.
- Board size will decrease from nine to eight directors as Julia S. Johnson will not stand for reelection.
- All director nominees are independent except CEO Michael Hurlston.
- CEO total compensation for FY2026 was $15,392,731, with compensation actually paid (CAP) of $474,253,106.
- Median employee annual total compensation was $10,412, resulting in a CEO-to-median pay ratio of 1,478:1.
- GAAP net loss was $6.935 billion, driven by a $7.8 billion non-cash loss on debt extinguishment from convertible note equalization.
- Adjusted gross margin improved to 46.0% from 34.7% in FY2025.
- Adjusted operating margin improved to 29.8% from 9.7% in FY2025.
- Deloitte & Touche LLP audit fees for FY2026 were $3.599 million, up from $3.107 million in FY2025.
- Record date for the meeting is September 24, 2026, with 90,582,856 common shares and 2,876,415 Series A Convertible Preferred shares outstanding.
Financial Impact
Revenue grew 83% to $3.014B; Non-GAAP EPS grew 321% to $8.67; GAAP net loss of $6.935B due to $7.8B non-cash debt extinguishment loss; Market cap increased from $6.6B to $63.6B
Risk Factors
- GAAP net loss of $6.935 billion driven by $7.8 billion non-cash debt extinguishment loss from convertible note equalization.
- CEO pay ratio of 1,478:1 may attract shareholder scrutiny despite strong performance.
- Director Isaac Harris served as Interim Chief Procurement Officer from Dec 2025 to May 2026, creating a potential independence concern that was subsequently resolved.
- Three director nominees (Fletcher, Lundstrom) received corrective RSU grants due to administrative errors in prior year compensation.
- Vincent Retort, Executive VP, retired effective October 2, 2026, creating a leadership gap.
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001308179-26-000420 |
| Document: 0001308179-26-000420-index-headers.html | 0001308179-26-000420 |
| Document: 0001308179-26-000420-index.html | 0001308179-26-000420 |
| Document: 0001308179-26-000420.txt | 0001308179-26-000420 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | Institutional Cluster | $756.17 | awaiting T+5 | — | $818.10 (+8.19%) |
Oct 12, 2026 14d ago | Institutional Cluster | $995.41 $834.51 | ▼ −16.16% | ▼ −14.67% | $818.10 (−17.81%) |
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Sep 25, 2026 4w ago | 144 | $921.32 $1,091.67 | ▲ +18.49% | ▲ +17.29% | $818.10 (−11.20%) |
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Sep 4, 2026 7w ago | 144 | $978.54 $838.96 | ▼ −14.26% | ▼ −13.14% | $818.10 (−16.40%) |
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