Isaac H. Harris
Lumentum HoldingsAbout Isaac H. Harris
Independent director of Lumentum (LITE), age 59, serving since June 2021; member of the Compensation Committee. Founder and President of DATKI Partners (supply chain strategy consulting) since January 2024; prior senior operating roles at ZT Systems (Corporate VP Global Supply Chain Operations; Advisor to the CEO), Cisco (VP Supply Chain Operations), and HP (VP Supply Chain, Notebook GBU). He holds MBAs from University of Chicago Booth and KU Leuven, and a BBA in Finance from Loyola University Chicago; recognized by Savoy Magazine’s “Most Influential Black Executives” (2020) and active in the Executive Leadership Council; board director at Trajectory Foundation (non-profit) since April 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZT Systems | Corporate VP, Global Supply Chain Operations | Apr 2020–Jan 2023 | Led global supply chain operations for hyperscale data centers |
| ZT Systems | Advisor to CEO | Jan 2023–Jan 2024 | Strategic supply chain advice during scaling phase |
| Cisco Systems | VP, Supply Chain Operations | Oct 2011–Mar 2020 | D&I advocate; recognized leadership in supply chain |
| HP Inc. | VP Supply Chain, Notebook GBU | Not disclosed | Led notebook supply chain operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DATKI Partners | Founder & President | Jan 2024–present | Supply chain strategy consulting firm |
| Trajectory Foundation | Board Director | Apr 2022–present | Supports HBCU scholarships |
| Executive Leadership Council | Member | Not disclosed | Senior Black executives leadership network |
| Other current public boards | None | — | Reduces interlock/conflict risk |
Board Governance
- Committee assignments: Compensation Committee member; committee met 10 times in FY2025; the committee is wholly independent and uses independent advisor Semler Brossy; no compensation committee interlocks or Item 404 relationships in the last fiscal year .
- Independence: Board determined Harris is independent under Nasdaq rules .
- Attendance: Board held 15 meetings; each director attended 100% of the aggregate of board and standing committee meetings served in FY2025 .
- Board leadership: Independent Chair (Penelope A. Herscher); independent directors meet regularly without management .
- Executive sessions and governance practices: Majority voting, annual elections, independent committees, director ownership guidelines .
Fixed Compensation
Director Compensation Structure
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $85,000 | |
| Board Chair additional retainer | $100,000 | |
| Meeting fees (excess >18/year) | $3,000 per board meeting | |
| Committee chair fees (Audit/Comp/Gov) | $35,000 / $23,000 / $15,000 |
Isaac H. Harris – FY2025 Director Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 85,000 | Annual retainer; not a chair |
| Stock awards (RSUs grant date fair value) | 269,844 | Annual RSU award; vests by next annual meeting or one year |
| Total | 354,844 | Cash + equity |
Performance Compensation
- Director equity grants: Initial RSU grant of $100,000 upon joining (3-year vest), and annual RSU grant of $220,000 upon election (vests by next annual meeting or one year) .
- Change-in-control treatment: 2025 Equity Plan includes best practices—no single-trigger acceleration; awards not assumed or replaced accelerate; minimum vesting generally ≥1 year (with limited exceptions); non-employee director annual compensation cap increased to $750,000 under the new plan .
Executive Performance Programs Overseen by the Compensation Committee (Signals of discipline)
| Program | Metric(s) | Weighting | Outcome |
|---|---|---|---|
| FY2025 AIP | Consolidated organic revenue; Adjusted organic operating income | Not specified by % | Paid at 132.2% of target after negative discretion reduced payout from 181.5% achievement |
| FY2023–FY2025 PSUs | Absolute long-term goals | 100% (program cycle) | Earned at 24% of target |
| FY2025 PSUs (updated Aug 2025) | Total revenue; Relative TSR | 67%; 33% | Strategic Progress Objectives eliminated; financial/rTSR only |
| FY2026 PSUs | 3-year rTSR; FY2026 EPS (3-year cliff) | 50%; 50% | CEO equity mix: 66% PSU / 34% RSU; strategic objectives eliminated |
The committee also applied negative discretion to better align payouts with business performance—an investor-friendly signal of oversight rigor .
Other Directorships & Interlocks
| Company | Type | Role | Interlock Risk |
|---|---|---|---|
| None | Public company | — | None (reduces interlock/conflict risk) |
| Trajectory Foundation | Non-profit | Director | Low; not a customer/supplier disclosure |
Expertise & Qualifications
- Deep manufacturing, operations, and global supply chain leadership (HP, Cisco, ZT Systems); international business experience .
- Skills matrix highlights: Manufacturing/Operations; Cybersecurity/IT; Compliance/Risk Management; Innovation/Technology; Executive Leadership; Global Experience .
- Education: MBA (Chicago Booth, KU Leuven), BBA Finance (Loyola Chicago) .
- Recognition and community: Savoy 2020 recognition; Executive Leadership Council; Trajectory Foundation board .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,651 | <1% of outstanding; based on 70,843,924 shares as of Aug 29, 2025 |
| Ownership as % of outstanding | ≈0.019% | Calculated: 13,651 / 70,843,924; both figures per proxy |
| RSUs held (as of Jun 28, 2025) | 3,313 | Unvested director RSUs |
| Director stock ownership guideline | 5x annual cash retainer | Must be attained within 5 years; all continuing directors in compliance or on track at FY2025 end |
| Hedging/pledging | Prohibited | Insider trading policy forbids; supports alignment |
Governance Assessment
- Board effectiveness: Harris is an independent director with 100% attendance and meaningful committee engagement on a fully independent Compensation Committee that met 10 times in FY2025; use of independent consultant (Semler Brossy) with no conflicts reported .
- Alignment and pay discipline: Director pay mix skews toward equity; robust ownership guidelines (5x retainer) and prohibition on hedging/pledging strengthen alignment. The committee’s use of negative discretion on AIP and shift to financial/rTSR metrics indicate stronger pay-for-performance .
- Conflicts/related party exposure: No related person transactions involving directors (including Harris) since the beginning of the last fiscal year; no public-company interlocks; independence affirmed .
- Compensation structure governance: 2025 Equity Plan embeds best practices—no single-trigger, minimum vesting, clawbacks, no dividends on unvested awards, annual director comp cap (raised to $750k) .
- Shareholder signals: Company received 94.8% Say-on-Pay support in Nov 2024; committee engaged extensively with holders and re-baselined peer group/metrics to heighten accountability .
RED FLAGS: None disclosed for Harris—no related-party transactions; no hedging/pledging; 100% attendance; no other public boards that could create interlocks. Note: the 2025 plan’s increase of the non-employee director annual compensation limit to $750,000 warrants monitoring for quantum escalation, though current practice remains modest and equity-aligned .