Jae Kim
Lumentum HoldingsAbout Jae Kim
Jae Kim, 54, is Senior Vice President, General Counsel and Secretary of Lumentum (LITE), serving since March 2024; previously he was Chief Administrative & Legal Officer at GlobalLogic (Hitachi) and SVP & General Counsel at Rambus, with earlier legal roles at Altran/Aricent, EFI, Wilson Sonsini, and the U.S. SEC. He holds a BA in Economics from Boston University and a JD from American University’s Washington College of Law . In fiscal 2025 Lumentum delivered 21% revenue growth to $1.645B and an 86% one-year TSR as the company pivoted to AI/datacenter optics, with AIP paid at 132.19% of target post negative discretion, tying executive pay, including Kim’s, to operating income and organic revenue outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GlobalLogic Inc. (Hitachi Group) | Chief Administrative & Legal Officer; previously Chief Legal Officer | 2021–2024 | Not disclosed in proxy |
| Rambus, Inc. | SVP & General Counsel | 2013–2021 | Not disclosed in proxy |
| Altran/Aricent; Electronics for Imaging | Senior Legal Roles | Not disclosed | Not disclosed in proxy |
| Wilson Sonsini Goodrich & Rosati; U.S. Securities and Exchange Commission | Attorney | Not disclosed | Not disclosed in proxy |
External Roles
No external public company directorships or committee roles disclosed for Jae Kim .
Fixed Compensation
| Item | FY 2025 | Notes |
|---|---|---|
| Base Salary ($) | 450,000 | No change versus FY24 approved base |
| AIP Target (% of Salary) | 75% | Company AIP metrics: 60% adjusted organic OpInc; 40% organic revenue |
| Sign-on Bonus ($) | 150,000 (second half of $300,000) | First $150,000 paid in FY 2024; plus guaranteed AIP at 75% of salary for first service year |
| Non-Equity Incentive Cash Paid ($) | 108,641 | Reflects portion of FY25 AIP paid in cash above 100% payout; 100% target paid in PSUs |
Performance Compensation
| Program | Metric | Weighting | FY25 Target | FY25 Actual | Payout | Vesting Treatment |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted Organic Operating Income | 60% | $121.0M target; $151.3M max | $160.1M | Component attainment = 120.00% | 100% of AIP target paid in PSUs; amounts >100% paid in cash |
| Annual Incentive Plan (AIP) | Consolidated Organic Revenue | 40% | $1,561M target; $1,717M max | $1,645M | Component attainment = 61.51% | 100% of AIP target in PSUs; >100% in cash |
| Annual Incentive Plan (AIP) | Discretionary/Quality Modifier | ±20% potential | N/A | Applied negative discretion | Overall AIP payout 132.19% of target | PSUs vest at earlier of performance certification or 1-year from grant |
| LTIP PSUs (FY25–FY27) | Total Revenue (FY2027) | 67% (revised Aug 2025) | Multi-year revenue goals | Not yet determined | 0–300% for this component; aggregate capped at 200% | 3-year cliff at end of FY27 period |
| LTIP PSUs (FY25–FY27) | 3-year rTSR vs S&P Telecom Select Industry Index | 33% (revised Aug 2025) | Target = 0% to index | Not yet determined | 0–200% component; aggregate capped at 200% | 3-year cliff at end of FY27 period |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 1,294 shares; less than 1% of outstanding |
| Unvested RSUs (as of 6/28/2025) | 13,716 (grant 4/15/24) ; 4,732 (grant 8/21/24) ; 12,804 (grant 8/21/24) |
| Unvested PSUs (as of 6/28/2025) | 20,574 (grant 4/15/24) ; 2,057 (FY25 AIP PSUs, grant 8/21/24) ; 12,803 (FY25 LTIP PSUs, grant 8/21/24) |
| RSU Vesting Schedules | Standard RSUs vest 1/3 at 1-year, remainder quarterly over 2 years ; specific FY25 RSU grant vests 25% at 1-year, then quarterly over six quarters |
| PSU Vesting Schedules | FY25 AIP PSUs vest on earlier of performance certification or 1-year from grant ; LTIP PSUs vest post FY27 performance period |
| Options | None disclosed for Kim |
| Hedging/Pledging | Prohibited by insider trading policy (no hedging or pledging of Company stock) |
| Ownership Guidelines | Execs must hold 2x base salary; compliance/on-track for all execs at FY25 year end |
Employment Terms
| Term | Provision |
|---|---|
| Start Date & Role | SVP, General Counsel & Secretary since March 2024 |
| Change-in-Control (CIC) Plan | Double-trigger acceleration; equity awards accelerate at actual achievement for completed periods and 100% of target for uncompleted periods; 2x base salary + 200% bonus and up to 18 months COBRA in CIC qualifying termination |
| Non‑CIC Severance | 100% base salary + 100% bonus; acceleration of time-based equity equal to 9 months of vesting; up to 12 months COBRA |
| Potential Payments (as of 6/28/2025) | Outside CIC w/o Cause/Good Reason: Salary $450,000; AIP $337,500; Equity $1,946,323; COBRA $35,138; Total $2,768,961 . In CIC Period w/o Cause/Good Reason: Salary $900,000; AIP $675,000; Equity $5,733,702; COBRA $52,707; Total $7,166,508 |
| Clawback Policy | SEC/Nasdaq-compliant recovery of incentive-based compensation following restatement |
| Tax Gross-Ups | Company policy does not provide change-in-control tax gross-ups |
Additional Performance & Governance Context
- FY2025 results: Net revenue $1,645.0M; GAAP GM 28.0%; Adjusted GM 34.7%; Adjusted operating margin 9.7% .
- AIP design emphasizes profitability and organic revenue; negative discretion reduced AIP payout to 132.19% to align with quality and outlook .
- Say-on-pay approval 94.8% in Nov 2024; program changes strengthened performance orientation and added rTSR in LTIP .
- Compensation Committee independence; Semler Brossy engaged as independent consultant .
- Section 16(a) filings: due to administrative error, Form 4s (including Kim) for Aug 21, 2024 grants were filed Aug 30, 2024 .
Investment Implications
- Pay-for-performance linkage: Kim’s variable pay is driven by adjusted organic operating income and organic revenue in AIP, with multi-year revenue and rTSR in LTIPs; FY25 AIP was 132.19% after negative discretion, indicating disciplined payout governance aligned with operational delivery .
- Retention and selling pressure: Material unvested RSUs and PSUs with near-term one-year cliffs and quarterly vesting could create periodic share delivery events; however, hedging/pledging prohibitions and ownership guidelines (2x salary) support alignment and reduce risk of leveraged selling .
- Change-in-control economics: Double-trigger structure with 2x base and 200% bonus plus full equity acceleration in CIC scenarios suggests adequate protection but not excessive; outside CIC, 1x salary+bonus and limited equity acceleration moderates exit incentives, balancing retention with governance .
- Governance signals: Strong say-on-pay support, independent committee oversight, and clawback policy lower compensation-related governance risk; minor admin lapse in Section 16 filings noted but remedied .