CIENA CORP
For the period ended Mar 27, 2025. Filed Feb 13, 2025.
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Mar 27, 2025 · Filed Feb 13, 2025
Contents
Comparative framework
Peer Group. To assist the Committee in the selection of a group of peer companies against which to compare existing and proposed executive compensation levels for fiscal 2024, Compensia used several quantitative and qualitative criteria, including the primary selection and refinement criteria listed below, which were identical to those used in recent years, to review existing and potential peer group companies. Compensia noted its view that, given the limited number of similarly sized business competitors due to industry consolidation, the revenue criterion has the highest relevance in selecting peer companies for purposes of comparing compensation.
Following Compensia’s analysis, the Committee noted that in recent years, the Committee had increased the overall size of the peer group in order to provide a broader data set and avoid the overinfluence of any one company, and to better balance Ciena’s positioning with respect to the revenue and market capitalization criteria. The Committee also noted that, for the prior two years, there was no need to remove any members of the existing peer group due to either merger or acquisition, or falling significantly outside of the Committee’s target ranges for the key criteria. In connection with Compensia's analysis, the Committee:
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Removed two companies from the existing peer group: Citrix Systems due to its recent acquisition and EchoStardue to its increased distance from industry fit and falling out of the target ranges of certain criteria.
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Added three new companies: Calix, Extreme Networks and Nutanix, in order to retain the peer group size and to address Ciena's positioning with respect to the revenue and market capitalization criteria.
Based on this analysis and the selection process set forth below, the Committee determined that the following peer group constituted an appropriate comparative reference for determining executive compensation in fiscal 2024 (the "Peer Group"):
| Fiscal 2023Peer Group | Primary SelectionCriteria | Refinement Criteria | Fiscal 2024Peer Group |
|---|---|---|---|
| Akamai TechnologiesArista NetworksCadence Design SystemsCitrix SystemsCoherent Corp (formerly II-VI)CommScopeEchoStarF5 NetworksJuniper NetworksKeysight TechnologiesLogitechLumentumMotorola SolutionsNetAppSanminaSynopsysViaSatZebra Technologies | U.S.-based publicly traded companies in technology industryRevenue of between one-half to approximately two times our sizeMarket capitalization of between one-quarter to approximately four times our sizeCommunications equipment, systems software, application software or Internet software and services industries | Key business and/or executive labor market competitorEmployee headcount Peers of current and suggested peersCompanies listed as peers by ISS | Akamai TechnologiesArista NetworksCadence Design SystemsCalixCommScopeCoherent CorpExtreme NetworksF5 NetworksJuniper NetworksKeysight TechnologiesLogitechLumentumMotorola SolutionsNetAppNutanixSanminaSynopsysViaSatZebra Technologies |
2025 Proxy Statement 37
The following charts illustrate a comparison of Ciena to the Peer Group based on the assessment criteria of revenue, market capitalization, operating income and employee headcount, measured as of the date of the Committee’s assessment in July 2023, with the revenue and operating income comparisons based on the four fiscal quarters preceding the assessment.
Peer Group comparison
The Committee noted that Ciena was generally aligned with the medians of the Peer Group for the revenue criterion (43%), the market capitalization criterion (40%), and the headcount criterion (40%), and below the median of the Peer Group for the operating income criterion (26%). The Committee believed that this represented a reasonable and appropriate balance among the key quantitative criteria, particularly given its view that revenue has the highest relevance in selecting peer companies for purposes of comparing compensation. The Committee also considered the criteria used by ISS and the degree of overlap between Ciena’s existing Peer Group and ISS’s recommended peer group of companies.
Market Data. As a comparative framework for the Committee to use in establishing executive compensation for our NEOs, Compensia assembles and analyzes compensation data from public filings, data provided by the Radford High Technology Executive Compensation Survey, and other published market data relating to comparable executive positions in the Peer Group (collectively, the "Market Data"). In considering the Market Data, the Committee recognizes that executive officers in different companies can play different roles, with different responsibilities and scopes of work, even though they may hold similar titles or nominal positions. Moreover, qualitative factors that influence compensation, such as each executive officer’s performance during the period under consideration or their criticality to their respective companies’ business, strategy and objectives are not easily discernible from the Market Data. Accordingly, the Market Data is just one of a number of factors used by the Committee in determining executive compensation and it serves as a frame of reference for compensation.
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