Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Compensatory Arrangements of Certain Officers.
On February 8, 2019, Lumentum Holdings Inc. (“Lumentum” or the “Company”) announced the appointment of Wajid Ali as chief financial officer of the Company, effective February 11, 2019. Mr. Ali will also serve as the Company’s principal financial officer, replacing Christopher Coldren who had been serving as the Company’s Interim Chief Financial Officer and principal financial officer.
Mr. Ali, 45, most recently served as Senior Vice President and Chief Financial Officer of Synaptics Incorporated, a developer of human interface solutions, from May 2015 until February 2019. From November 2012 until May 2015, Mr. Ali served as Vice President and Controller of Teledyne Technologies, a provider of enabling technologies for industrial growth markets, after having served as Vice President and Chief Financial Officer of Teledyne DALSA, a subsidiary of Teledyne Technologies, from February 2011 until November 2012, and as Chief Financial Officer of DALSA Corporation, a provider of high performance digital imaging and semiconductor technology, from May 2007 until February 2011, when DALSA was acquired by Teledyne.
Mr. Ali holds a Masters of Business Administration from the Schulich School of Business, York University, a Master of Arts degree and a Bachelor of Arts degree in Economics from York University, and CPA and CMA designations from Chartered Professional Accountants of Ontario, Canada.
There are no family relationships between Mr. Ali and any of the Company’s directors or executive officers and there are no arrangements or understandings between Mr. Ali and any other persons pursuant to which he was selected as an officer. There are no related party transactions between Mr. Ali and the Company.
Compensation Arrangements
In connection with Mr. Ali’s appointment, the Company and Mr. Ali entered into an offer letter agreement (the “Offer Letter”) which provides that as chief financial officer, he will receive an annual base salary of $500,000 and an annual target incentive bonus under the Company’s Executive Officer Performance-based Incentive Plan of 80% of his base salary, provided that he will receive a minimum target bonus amount of $250,000 for the second half of fiscal year 2019. The Offer Letter also provides for a grant of 22,154 restricted stock units (“RSUs”) which will vest over a three year period, with one third of the RSUs vesting on the first anniversary of the vesting commencement date (anticipated to be February 15, 2019) and the remaining shares vesting ratably over the following two years on successive quarterly vesting dates, and a grant of 110,774 RSUs which will vest over a three year period, with 15% vesting on December 15, 2019, 25% vesting on February 15, 2020, and the remaining shares vesting ratably over the following two years on successive quarterly vesting dates. Vesting of the RSUs are subject to Mr. Ali’s continued service with the Company through each applicable vesting date, and are subject to the terms and conditions of the Company’s 2015 Equity Incentive Plan, as amended, and the related form of equity agreement. Mr. Ali will also be entitled to an equity award with a value of $2,875,000, consisting of RSUs and performance stock units, subject to approval by the Company’s board of directors, which will be granted in accordance with the Company’s standard equity granting practices and will vest over three years, with one third of the RSUs vesting on the first anniversary of the vesting commencement date and the remaining shares vesting ratably over the following two years on successive quarterly vesting dates.
The Offer Letter further provides that Mr. Ali will receive asign-on bonus of $1,000,000 subject to repayment of 100% of thesign-on bonus in the event that his employment is terminated by the Company for Cause (as defined in the Company’s 2015 Change in Control and Severance Benefits Plan, as amended (the “Change in Control Plan”)) or by Mr. Ali voluntarily within the first year of his employment, and subject to repayment of 50% of thesign-on bonus on apro-rated basis over the number of months that he is employed in the event that his employment is terminated by the Company for Cause or by Mr. Ali voluntarily within the second year of his employment.
