Brian J. Lillie
Lumentum HoldingsAbout Brian J. Lillie
Independent director at Lumentum (LITE), age 61, serving since August 2015. Technology industry veteran with ~30 years of executive and board experience in data centers, cloud, and communications infrastructure; strong technical background in data security. Education: M.S. in Management (Stanford GSB), M.S. in Telecommunications Management (Golden Gate University), B.S. in Mathematics (Montana State University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rackspace Technology | President, Private Cloud Business Unit | Jan 2023 – Apr 2025 | Led private cloud strategy and execution |
| Zayo Group Holdings, Inc. | Chief Product & Technology Officer | Apr 2021 – May 2022 | Product/technology leadership at fiber & infrastructure provider |
| Zayo Group Holdings, Inc. | Executive in Residence | Nov 2020 – Apr 2021 | Strategic advisory |
| Equinix, Inc. | Chief Product Officer | Oct 2017 – Apr 2019 | Drove next-gen products strategy |
| Equinix, Inc. | Chief Customer Officer; EVP Global Technology Services | Aug 2016 – Oct 2017 | Global customer experience; engineering/technology services leadership |
| Equinix, Inc. | Global Chief Information Officer | Aug 2008 – Aug 2016 | Enterprise IT leadership at global data center leader |
| VeriSign | VP Global Sales Operations; VP Information Systems | Prior to 2008 | Go-to-market & systems leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Talend S.A. (public) | Director | May 2018 – Feb 2021 | Prior public board service |
| Other current public boards | — | — | None |
Board Governance
- Independence: Board determined Lillie is independent under Nasdaq listing standards .
- Committee assignments: Compensation Committee member (Chair: Ian S. Small; members: Isaac H. Harris; Brian J. Lillie) — 10 meetings in FY25; committee comprised solely of independent directors; uses independent consultant Semler Brossy .
- Attendance: Each continuing director attended 100% of board and standing committee meetings in FY25; Board held 15 meetings in FY25 .
- Board leadership: Independent Chair (Penelope A. Herscher); independent directors meet regularly without management present .
Fixed Compensation
| Component | FY25 Amount | Terms |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly; meeting fees $3,000 for Board meetings above 18/year |
| Committee chair fees | N/A | Chairs only: Audit $35,000; Compensation $23,000; Governance $15,000 |
| FY25 actual fees earned | $85,000 | Lillie not a committee chair |
| FY25 stock awards (grant-date fair value) | $269,844 | RSU grant; fair value per FASB ASC 718 |
| FY25 total director compensation | $354,844 | Cash + RSU grant |
Performance Compensation
| Director Equity Program Terms | Value/Term | Details |
|---|---|---|
| Annual RSU award value | $220,000 | Granted at each annual meeting (pro-rated if mid-year); vest upon earlier of day prior to next annual meeting or one year from grant, subject to continued service |
| Initial RSU award (new outside directors) | $100,000 | Vests in three annual installments from commencement of service |
| Non-employee director aggregate comp limit (cash + equity) | $750,000 per fiscal year (2025 Plan) | Increased from $500,000 under 2015 Plan |
| Retirement treatment | Unvested RSUs vest in full upon retirement | |
| Change in control treatment | Awards not assumed or replaced accelerate; no single-trigger vesting |
Note: Lumentum prohibits repricing/exchange programs; imposes minimum vesting standards and no tax gross-ups in the 2025 Equity Incentive Plan, reinforcing governance discipline .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards | Talend S.A. (2018–2021) |
| Compensation Committee interlocks | None of Lumentum’s Compensation Committee members (incl. Lillie) are or have been officers/employees of the Company; no interlocks with other issuers in past year |
| Related-party transactions | None >$120,000 involving directors/executives in FY25; Audit Committee oversees RPT policy |
Expertise & Qualifications
- Extensive executive-level experience in technology and data center markets; strong technical background including data security .
- Skills matrix shows competencies in innovation/technology, engineering/R&D, compliance/risk management, marketing/sales, and global executive leadership .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Aug 29, 2025) | 21,314; less than 1% of outstanding |
| RSUs held (as of Jun 28, 2025) | 3,313 RSUs |
| Shares outstanding (for % calc context) | 70,843,924 |
| Director ownership guidelines | 5x annual cash retainer for directors; compliance or on track for all continuing directors as of FY25 |
Governance Assessment
- Strengths: Independent director; 100% attendance; active Compensation Committee member; independent comp advisor (Semler Brossy) engaged; clear director stock ownership guidelines; no related-party transactions or committee interlocks disclosed .
- Alignment: FY25 compensation mix combines cash retainer and RSUs; RSU vesting tied to service with retirement vesting policy; plan features include no repricing, minimum vesting, no tax gross-ups, double-trigger change-in-control — supportive of investor-aligned governance .
- RED FLAGS: None disclosed specific to Lillie — no RPTs, no interlocks, attendance at 100%; current public board interlocks absent .