Pamela F. Fletcher
Lumentum HoldingsAbout Pamela F. Fletcher
Pamela F. Fletcher is an independent director of Lumentum Holdings (LITE), serving since February 22, 2023. She is currently CEO of Sion Power Corporation and was previously Senior Vice President, Chief Sustainability Officer & Corporate Innovation at Delta Air Lines, and a longtime General Motors engineering and innovation leader focused on EVs and autonomy. She holds a B.S. in Engineering from Kettering University and an M.S. in Engineering from Wayne State University. Age 59; LITE tenure since 2023; core credentials span innovation/technology, engineering/R&D, operations/manufacturing, and compliance/risk management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines | SVP, Chief Sustainability Officer & Corporate Innovation | Prior to 2023 (former) | Led decarbonization and sustainability/innovation agenda |
| General Motors | VP Global Innovation; VP Global Electric Vehicle Programs; Exec Chief Engineer, Autonomous & Electrified Vehicles; Chief Engineer, Chevrolet Volt Propulsion | ~15+ years (prior) | Built EV and autonomy programs; innovation leadership |
| McLaren Engines; Fisher Guide; Ford Motor | Engineering roles | Prior | Early-career engineering experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Chemours Company (NYSE: CC) | Director | Effective March 1, 2024 | Compensation & Leadership Development; Nominating & Corporate Governance |
| Coherent, Inc. | Director (prior) | Prior | Former public company director experience |
Board Governance
- Independence: Lumentum’s board determined Fletcher is independent under Nasdaq listing standards.
- Committee assignments at Lumentum:
- Audit Committee member (FY2024). Meetings held: 8.
- Governance Committee member; appointed August 21, 2024; continued as member in FY2025. Governance Committee meetings: 4.
- Attendance: Each LITE director attended at least 94% of aggregate board and applicable committee meetings in FY2024.
- Board leadership context: Independent Chair; independent directors meet in executive session.
| Period | Audit Committee | Governance Committee | Compensation Committee | Meeting Counts |
|---|---|---|---|---|
| FY2024 | Member | Member (appointed Aug 21, 2024) | Not listed | Audit: 8; Governance: 4 |
| FY2025 (latest proxy) | Not specified | Member | Not a member (members listed) | Governance: 4 (FY2025 listing) |
Fixed Compensation (Lumentum Non‑Employee Director Program)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Paid quarterly |
| Board Chair Additional Cash Retainer | $60,000 | Non‑employee chair |
| Committee Chair Retainers – Audit | $25,500 | Annual cash |
| Committee Chair Retainers – Compensation | $20,000 | Annual cash |
| Committee Chair Retainers – Governance | $15,000 | Annual cash |
- Program confirmation (as of 2018): “No changes…since 2015” other than an administrative calculation change.
Performance Compensation (Equity; time‑based for directors)
| Award Type | Grant Value | Vesting | Notes |
|---|---|---|---|
| Initial RSU Award (upon joining board) | $200,000 | Vests in three annual installments (service-based) | If converting from employee to outside director, initial award not granted |
| Annual RSU Award | $175,000 | Vests at earlier of next annual meeting or 1 year | Time-based; service required |
- Administrative change: RSU count based on volume-weighted average price methodology from Nov 2017; the annual and initial grant values remained as above at that time.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Chemours (CC) | Director; CLDC and NCG Committees | Appointment 3/1/2024; board affirmed independence; Item 404(a) no related-party transactions at appointment |
| Coherent (prior) | Director | Former directorship; no current disclosed interlock with LITE |
Expertise & Qualifications
- Innovation/Technology; Engineering/R&D; Manufacturing/Operations; Marketing/Sales; Cybersecurity/IT; Compliance/Risk Management; Executive leadership; Global experience. These competencies are highlighted for Fletcher in Lumentum’s skills matrix and nominee biography.
Equity Ownership
- Initial beneficial ownership at LITE appointment: Form 3 filed February 24, 2023 noted “No securities are beneficially owned” at that time.
- Stock ownership guidelines (Lumentum): Directors must hold 5× annual cash retainer; 5‑year compliance window.
- Compliance status: As of the latest reporting, all continuing directors and executive officers were in compliance or on track to achieve compliance.
- Hedging/pledging: Lumentum prohibits hedging or pledging by directors.
- Clawback: Lumentum maintains an exchange‑compliant clawback policy for incentive‑based compensation.
Insider Filings (LITE)
| Filing | Date | Summary |
|---|---|---|
| Form 3 (Initial Statement) | 2023‑02‑24 | No Lumentum securities beneficially owned at time of appointment |
Governance Assessment
-
Strengths
- Independence, strong attendance (>94% in FY2024), and active committee work (Audit then Governance) support board effectiveness.
- Relevant operating expertise (EVs/autonomy, sustainability, innovation) complements LITE’s technology profile.
- Director ownership alignment via 5× retainer guideline; anti‑hedging/pledging policies and a clawback framework reduce agency risk.
- No related‑party transactions disclosed for LITE appointment; no Item 404(a) conflicts noted.
-
Watch‑outs
- Multiple commitments (CEO role at Sion Power and service on Chemours board) warrant ongoing monitoring for workload, though no attendance shortfalls were disclosed (≥94% in FY2024).
RED FLAGS: None identified in Lumentum’s filings regarding attendance, related‑party transactions, pledging/hedging, or compensation anomalies for directors.