Penelope A. Herscher
Lumentum HoldingsAbout Penelope A. Herscher
Independent Chair of Lumentum’s Board since 2023 and director since 2015 (age 65). Veteran Silicon Valley operator and board leader with 15+ years as a public-company CEO and 15+ years on public boards, with deep go-to-market and technology credentials across EDA, enterprise software, and semis/optics; currently serves on Lumentum’s Governance Committee. Education: BA Hons, MA in Mathematics, University of Cambridge. Independence affirmed by the Board; she leads executive sessions and liaises with management, setting agendas and enhancing board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FirstRain (enterprise software) | President & CEO | 2004–2015 | Led enterprise software growth; CEO experience cited in LITE nomination |
| Cadence Design Systems | EVP & Chief Marketing Officer | 2002–2003 | Senior go-to-market leadership in EDA |
| Simplex Solutions | President & CEO (took public; acquired by Cadence) | 1996–2002 | IPO in 2001; exit to Cadence in 2002 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Forvia SE (public, France) | Director | Current | Automotive parts; current public board service |
| Penguin Solutions, Inc. (formerly SMART Global Holdings) | Chair of the Board | Current | Technology solutions; board chair role |
| Modern Health (private) | Director | Current | Private company board |
| Delphix Corp. | Director | 2018–2024 | Prior private board |
| Embark Technologies | Director | 2022–2023 | Prior public/private board |
| Verint Systems Inc. | Director | 2017–2021 | Prior public board |
| PROS Holdings Inc. | Director | 2018–2021 | Prior public board |
| Rambus, Inc. | Director | 2006–2018 | Prior public board |
| Viavi (JDSU) | Director | Until Lumentum separation in 2015 | Pre-spin affiliation |
Board Governance
- Independence and leadership: Board determined Herscher is independent; she serves as independent Board Chair separate from CEO, leads executive sessions, sets agendas, and is primary liaison with management—enhancing oversight and objectivity .
- Committee assignments: Member, Governance Committee (Governance Chair: Julia S. Johnson; members: Pamela F. Fletcher, Penelope A. Herscher) .
- Attendance and engagement: FY2025 board held 15 meetings; each director attended 100% of board and committee meetings on which they served .
- Governance practices: All three standing committees are fully independent; independent directors meet regularly without management; significant share ownership guidelines for directors; majority voting for directors .
Fixed Compensation (Non‑Employee Director Pay Framework and FY2025 Actuals)
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board Cash Retainer | $85,000 | Paid quarterly |
| Additional Cash – Board Chair | $100,000 | Paid quarterly |
| Meeting Fees | $3,000 per Board meeting >18 per year | Applies only above threshold |
| Committee Chair Cash Retainers | Audit $35,000; Compensation $23,000; Governance $15,000 | Paid quarterly |
| Annual RSU Award (Outside Directors) | $220,000 grant-date value | Vests at earlier of day prior to next AGM or 1 year; prorated if mid‑cycle |
| Initial RSU Award (new directors) | $100,000 | Vests over 3 years |
FY2025 actual compensation (Herscher):
| Metric | FY2025 |
|---|---|
| Cash Fees | $185,500 |
| Stock Awards (RSUs, grant-date fair value) | $269,844 |
| Total | $454,844 |
Notes: Under the 2015 Plan, non-employee director annual equity limit is effectively tied to $500,000; if the 2025 Plan is approved, the non-employee director annual total compensation limit increases to $750,000 (aggregate equity plus other comp), expanding potential headroom (monitor for pay inflation risk) .
Performance Compensation
| Award Type | Performance Metrics | Weighting/Calibration | Vesting |
|---|---|---|---|
| Director Equity (RSUs) | None disclosed for directors | N/A | Time-based; vests by next AGM or 1 year; retirement accelerates unvested RSUs |
No performance-based director equity or cash metrics are disclosed; director equity is time-vested .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Forvia SE (Director); Penguin Solutions, Inc. (Chair) |
| Interlocks | Company discloses no Compensation Committee interlocks with other issuers; none of LITE’s executive officers served on another company’s board/comp committee that also had its executive on LITE’s board/Comp Committee . |
| Related-party transactions | Company reports no related-party transactions ≥$120,000 involving directors/officers/5% holders or their immediate family since start of last fiscal year . |
Expertise & Qualifications
- Executive leadership: Multiple CEO roles (Simplex IPO and sale to Cadence; FirstRain CEO); senior GTM leadership at Cadence .
- Technology and markets: Strong marketing/technical background across EDA, enterprise software, semis/optics; relevant to Lumentum’s datacom/AI-optics evolution .
- Board leadership: Independent Chair with extensive public board service and current global public board exposure (Forvia) .
- Education: BA Hons, MA in Mathematics, Cambridge University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially Owned Shares | 45,688 | <1% of outstanding (70,843,924 shares outstanding as of Aug 29, 2025) |
| RSUs Held (unvested) | 3,313 | As of June 28, 2025 |
| Options | None disclosed | Director program uses RSUs |
| Pledged/Hedged | None disclosed; policy prohibits hedging/pledging by insiders | Insider trading policy and “no hedging/pledging” governance practice; policy applies to directors/officers |
Governance Assessment
- Board effectiveness: Herscher’s independent Chair role, 100% attendance, and governance-committee membership support robust oversight, CEO evaluation, and agenda control—positive for investor confidence .
- Alignment and incentives: Director pay is balanced cash + time-vested RSUs, standard in-market; FY2025 totals ($454,844) are within typical ranges for mid-cap tech boards; equity vests annually and accelerates at retirement—aligns tenure with equity ownership .
- Ownership and skin-in-the-game: 45,688 shares beneficially owned plus 3,313 RSUs indicate alignment, though <1% of shares outstanding; company maintains director stock ownership guidelines (significant share ownership guidelines disclosed) .
- Conflicts and related-party risk: No related-party transactions reported; no comp-committee interlocks; insider trading policy and clawback provisions in equity plans reduce risk of misalignment; no tax gross-ups .
- Watch items (not red flags): Proposed increase in non-employee director compensation limit to $750,000 under the 2025 Plan increases future headroom; monitor actual grant levels and any shift toward higher guaranteed comp vs. equity at risk .
- Shareholder feedback signal: Company received 94.8% Say-on-Pay support in Nov 2024 and reports direct engagement—supportive governance backdrop (though Say-on-Pay pertains to executive compensation, it reflects broader investor confidence in board oversight) .
Overall, Herscher’s profile—independent Chair with deep operating and board experience, clean related-party record, and solid engagement—supports strong board governance and investor confidence. The main monitoring point is the increased director compensation cap proposed in the 2025 Equity Plan; track realized grant values versus policy headroom to ensure continued pay discipline .