Ian S. Small
Lumentum HoldingsAbout Ian S. Small
Ian S. Small (61) is an independent director of Lumentum Holdings Inc. and serves as Chair of the Compensation Committee. He has been on Lumentum’s board since December 2018 and is currently CEO of Blues Inc. (IoT connectivity) after serving as CEO of Evernote and TokBox, and as Chief Data Officer at Telefónica; he holds a Master’s in Computer Science and a B.Sc. in Engineering Science from the University of Toronto . Lumentum lists him as independent under Nasdaq standards and reports 100% board and committee meeting attendance by each director in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blues Inc. | Chief Executive Officer | May 2025–present | CEO of IoT connectivity firm |
| Evernote Corporation | Chief Executive Officer | Oct 2018–Jan 2023 | Led company to acquisition by Bending Spoons |
| TokBox, Inc. | Chief Executive Officer; later Chairman of the Board | CEO: 2009–2014; Chair: 2014–2018 | Company acquired by Telefónica in 2012 |
| Telefónica S.A. | Various roles incl. Chief Data Officer | 2013–2016 | Data/AI leadership at global telecom |
| Oclaro, Inc. | Director | Sep 2017–Dec 2018 | Board service ended upon acquisition by Lumentum |
External Roles
| Organization | Type | Role | Since |
|---|---|---|---|
| Snapdocs, Inc. | Private | Director | Not disclosed (current) |
| Squint | Private | Advisor (AR/AI manufacturing intelligence) | Jul 2024 |
| Current public company boards | Public | — | None listed for Mr. Small |
Board Governance
- Committee assignments: Compensation Committee (Chair); Compensation Committee met 10 times in FY2025 .
- Independence: Board determined Mr. Small is independent under Nasdaq standards .
- Attendance: Each director attended 100% of the aggregate board and standing committee meetings in FY2025 .
- Years of service: Director since December 2018 .
- Board structure and effectiveness: Independent Board Chair; all key committees are fully independent; regular executive sessions; majority voting for directors .
- Shareholder engagement: Compensation Committee chair led extensive outreach with holders representing ~55% before the 2024 meeting and ~37% in early FY2026 around the CEO transition and pay design .
- Say‑on‑Pay: Support improved to 94.8% in November 2024, vs. 48.5% prior year, following program changes; the committee also applied negative discretion to FY2025 AIP payouts (see below) .
Fixed Compensation
| Component | Lumentum Policy | FY2025 Actual for Ian S. Small |
|---|---|---|
| Annual Board Cash Retainer | $85,000 per outside director | $108,000 (incl. chair fee) |
| Committee Chair Retainer (Compensation) | $23,000 | Included in cash total |
| Meeting Fees | $3,000 per board meeting above 18/year | Not separately disclosed for Mr. Small |
| Annual Director Equity (RSUs) | $220,000 grant on AGM; vests by next AGM or 1 year | $269,844 grant date fair value |
Notes: Equity calculated using average VWAP in month prior to grant; no more than $750,000 total annual director compensation/awards under the 2025 Plan (up from $500,000 under 2015 Plan) .
Performance Compensation
| Element | Design | Vesting/Terms |
|---|---|---|
| Outside Director RSUs | Time‑based annual grant; aligns director interests with shareholders | Vests at earlier of day prior to next AGM or 1 year; upon retirement, all unvested RSUs vest; dividends not paid on unvested awards |
| Plan Safeguards (2025 Plan) | No repricing; minimum 1‑year vesting on awards (5% carve‑out); no tax gross‑ups; double‑trigger CIC standard (unassumed awards accelerate) | Non‑employee director total annual pay cap $750,000 |
No performance‑conditioned equity is granted to directors; awards are time‑vested RSUs to support alignment and independence of oversight .
Other Directorships & Interlocks
- Current public boards: None disclosed for Mr. Small .
- Prior public boards: Oclaro, Inc. Director (Sep 2017–Dec 2018) .
- Compensation Committee interlocks: None reported; no member is/was an officer or had Item 404 relationships in the last fiscal year .
- Related party transactions: Company reports none involving directors/officers or 5% holders in the last fiscal year .
Expertise & Qualifications
- Credentials highlighted by Lumentum: CEO experience; telecom/technology domain expertise; AI’s impact on technical and business strategy; global markets experience .
- Skills matrix: Industry experience; innovation/technology; business development/M&A; executive leadership; global experience; engineering/R&D; cybersecurity/IT; marketing/sales .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 24,866 LITE shares (<1% of outstanding) as of Aug 29, 2025; 70,843,924 shares outstanding for table |
| Unvested RSUs held (FY2025 year‑end) | 3,313 RSUs as of June 28, 2025 |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer; counted holdings include owned shares and (vested/unvested) RS/RSUs; compliance within 5 years |
| Compliance status | All continuing directors were in compliance or on track at FY2025 year‑end |
| Hedging/pledging | Prohibited under insider trading policy |
| Retirement/CIC treatment | Unvested director RSUs vest at retirement; under 2025 Plan, awards not assumed in a CIC accelerate; no dividends on unvested awards |
Governance Assessment
- Committee leadership and rigor: As Compensation Committee Chair, Small oversaw material program changes (adding rTSR, removing “banking,” eliminating Strategic Progress Objectives) and led investor outreach; support rebounded to 94.8% in 2024, and the committee applied negative discretion (-27.2%) to the FY2025 AIP to better reflect quality and overall performance, signaling pay discipline .
- Independence and engagement: Independent status, 100% meeting attendance, and an independent committee structure bolster oversight effectiveness .
- Alignment and safeguards: Strong ownership guidelines; prohibition on hedging/pledging; robust clawback; double‑trigger CIC norms; no director‑related party transactions reported .
- Potential red flags: None evident—no interlocks or related‑party dealings disclosed; director equity is time‑based (not performance‑conditioned), but policy caps and minimum vesting reduce risk; note the 2025 Plan raises the director pay cap to $750,000, which warrants monitoring for potential pay inflation, though actual FY2025 director totals were well below the cap .