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Corporate Governance

The Board of Directors and management of Lumentum believe that good corporate governance is an important component in enhancing investor confidence in the Company and increasing shareholder value. The imperative to continue to develop and implement best practices throughout our corporate governance structure is fundamental to our strategy to enhance performance by creating an environment that increases operational efficiency and ensures long-term productivity growth. Solid corporate governance practices also ensure alignment with shareholder interests by promoting fairness, transparency and accountability in business activities among employees, management and the Board.

Our corporate governance practices represent our firm commitment to the highest standards of corporate ethics, compliance with laws, financial transparency and reporting with objectivity and the highest degree of integrity. Representative steps we have taken to fulfill this commitment include, among others:

  • All members of the Board of Directors are independent with the exception of the company’s Chief Executive Officer. Director independence is determined in accordance with the requirements of the Sarbanes Oxley Act of 2002 and The Nasdaq Rules 4200 (a)(15).
  • All members of our key Board committees - the Audit Committee, the Governance Committee, and the Compensation Committee - are independent.
  • The charters of the committees within the Board of Directors clearly establish their respective roles and responsibilities.
  • All employees and members of the Board of Directors are responsible for complying with our Code of Business Conduct and our Insider Trading Policy.
  • We have an anonymous hotline to encourage employees to report questionable activities to the General Counsel and Audit Committee.
  • Our independent accountants report directly to the Audit Committee.
  • Our internal audit control function maintains critical supervision over the key areas of our business and financial controls and reports directly to our Audit Committee.
  • We have established procedures for shareholders to communicate with the Board of Directors by contacting the Investor Relations department.
  • The independent members of our Board meet regularly without the presence of management.

Executive Management

Board of Directors

Committee Composition
Chairperson Chairperson Committee Member Member Financial Expert Financial Expert
 Audit CommitteeCompensation CommitteeGovernance Committee
Harold Covert 
Harold Covert
Former executive vice president and chief financial officer of Lumos Networks Corporation
Chairperson Committee Member  
Penelope Herscher 
Penelope Herscher
President and chief executive officer of FirstRain
  Chairperson Committee Member
Martin Kaplan 
Martin Kaplan
Former executive vice president of Pacific Telesis Group, Inc.
Committee Member   Chairperson
Brian Lillie 
Brian Lillie
Chief information officer of Equinix, Inc.
Committee Member   Committee Member
Samuel Thomas 
Samuel Thomas
Director, chairman and chief executive officer of Chart Industries, Inc.
  Committee Member  
Governance Documents
Download Corporate Governance DocumentationCorporate Governance Guidelines
Download Corporate Governance DocumentationLumentum Export Compliance Policy
Download Corporate Governance DocumentationCode of Business Conduct
Download Corporate Governance DocumentationAudit Committee Charter
Download Corporate Governance DocumentationCompensation Committee Charter
Download Corporate Governance DocumentationGovernance Committee Charter