CIENA CORP
For the period ended Mar 27, 2025. Filed Feb 13, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 27, 2025 · Filed Feb 13, 2025
Contents
Pay versus performance
The following table and related disclosures has been prepared in accordance with Item 402(v) of Regulation S-K, and do not necessarily reflect the economic benefit actually earned, received, or realized by our NEOs, the method by which the Compensation Committee makes compensation determinations, or how the Compensation Committee views the relationship between Ciena’s financial performance and NEO compensation. For example, a significant portion of "compensation actually paid" relates to changes in the fair value of unvested equity awards over the course of each year, and the ultimate value realized by our NEOs from unvested equity awards is not determined until the awards vest. For a discussion of our executive compensation program and the Compensation Committee’s decision-making process in determining and approving our NEOs’ compensation, see "Compensation Discussion and Analysis" above.
Pay versus performance table
| Value of Initial Fixed $100 Investment Based On: (3) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal Year (1) · Summary Compensation Table (SCT)Total for PEO · Compensation Actually Paid (CAP) to PEO (2) · Average SCT Total for Non-PEO NEOs · Average CAP to Non-PEO NEOs (2) · Ciena Total Shareholder Return (TSR) · Peer Group TSR · Net Income (in thousands) · Ciena Revenue (4)(in thousands) | ||||||||||||||||
| 2024 | $ | 14,076,773 | $ | 23,208,434 | $ | 3,507,354 | $ | 5,365,965 | $ | 144.53 | $ | 109.00 | $ | 83,956 | $ | 4,014,955 |
| 2023 | $ | 15,431,410 | $ | 10,330,867 | $ | 3,956,502 | $ | 2,894,005 | $ | 88.69 | $ | 79.54 | $ | 254,827 | $ | 4,386,549 |
| 2022 | $ | 12,017,980 | $ | 8,210,990 | $ | 3,200,888 | $ | 2,227,016 | $ | 88.93 | $ | 105.69 | $ | 152,902 | $ | 3,632,661 |
| 2021 | $ | 11,450,851 | $ | 22,399,417 | $ | 3,082,875 | $ | 5,147,573 | $ | 114.00 | $ | 142.96 | $ | 500,196 | $ | 3,620,684 |
(1)
Mr. Smith was the principal executive officer ("PEO") for all four fiscal years in the table. For fiscal 2021-2023, Messrs. Moylan, McFeely, Phipps, and Rothenstein were the Non-PEO NEOs. For fiscal 2024, Messrs. Moylan, DiPerna, Phipps, and Rothenstein were the Non-PEO NEOs.
(2)
The dollar amounts reported represent the amount of "compensation actually paid" ("CAP"), as calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the actual amounts of compensation earned by or paid to our NEOs during the applicable fiscal year. For purposes of calculating CAP, the fair value of equity awards is calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table (refer to "Executive Compensation — Fiscal 2024 Summary Compensation Table" for additional information). The Change in Fair Value of Outstanding and Unvested Equity Awards, Year-Over-Year and CAP used in the table for 2021, 2022, and 2023 reflect corrections to the fair value of earned but unvested MSU awards as compared to the values used in the proxy statement for our 2024 Annual Meeting (the “2024 Proxy Statement”). As corrected, the calculation of these amounts uses the fair value of the actual number of shares earned by each NEO at the end of the relevant measurement period rather than the target number of shares. In the 2024 Proxy Statement, the amounts for the Change in Fair Value of Outstanding and Unvested Equity Awards, Year-Over-Year and CAP were understated by $3,410,941 and $598,948 for fiscal 2021, overstated by $962,532 and $172,979 for 2022, and overstated by $392,686 and $70,559 for 2023, in each case with respect to the PEO and the Non-PEO NEOs, respectively.
2025 Proxy Statement 67
| Fiscal 2024 · Fiscal 2023 · Fiscal 2022 · Fiscal 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| PEO · Average Non-PEO NEOs · PEO · Average Non-PEO NEOs · PEO · Average Non-PEO NEOs · PEO · Average Non-PEO NEOs | ||||||||||||||||
| Summary Compensation Table (SCT) Total | $ | 14,076,773 | $ | 3,507,354 | $ | 15,431,410 | $ | 3,956,502 | $ | 12,017,980 | $ | 3,200,888 | $ | 11,450,851 | $ | 3,082,875 |
| Deduction for Amounts Reported as "Stock Awards" in SCT | (12,069,792) | (2,612,077) | (12,933,210) | (2,871,987) | (11,005,780) | (2,644,856) | (8,589,251) | (1,849,692) | ||||||||
| Increase for Fair Value of Equity Awards Granted in the Year and Unvested as of Year End | 14,023,720 | 3,047,358 | 7,444,016 | 1,696,980 | 5,808,224 | 1,396,651 | 10,365,414 | 2,141,480 | ||||||||
| Increase for Fair Value of Equity Awards Granted and Vested in the Year | 983,792 | 270,087 | 857,427 | 247,599 | 486,233 | 148,357 | 718,030 | 193,519 | ||||||||
| Change in Fair Value of Outstanding and Unvested Equity Awards, Year-Over-Year | 5,554,341 | 1,003,205 | (555,276) | (148,410) | (3,145,110) | (603,900) | 4,527,985 | 909,187 | ||||||||
| Change in Fair Value of Equity Awards Vested, Granted in a Previous Year | 639,600 | 150,038 | 86,500 | 13,321 | 4,049,443 | 729,875 | 3,926,389 | 670,203 | ||||||||
| Compensation Actually Paid | $ | 23,208,434 | $ | 5,365,965 | $ | 10,330,867 | $ | 2,894,005 | $ | 8,210,990 | $ | 2,227,016 | $ | 22,399,417 | $ | 5,147,573 |
(3)
Ciena and Peer Group TSR was determined based on an initial fixed investment of $100 on October 30, 2020. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between Ciena’s share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. The Peer Group TSR set forth in the Pay Versus Performance Table was determined using the S&P Networking Index, a published industry or line-of-business index which we also used in preparing the stock performance graph included in our 2024 Form 10-K as required by Item 201(e) of Regulation S-K.
(4)
We have determined that revenue is the financial performance measure that, in Ciena’s assessment, represents the most important financial performance measure used to link "compensation actually paid" to our NEOs for fiscal 2024 to company performance.
Pay versus performance relationship descriptions
The principal objectives of our executive compensation program are to attract and retain talented executive officers by offering competitive compensation packages, motivate our executive officers to achieve strategic and tactical objectives, including the profitable growth of Ciena’s business, align executive compensation with stockholder interests, reward our executive officers for individual, functional, and corporate performance, and promote a "pay-for-performance" culture, and each element of our executive compensation program is linked to these objectives.
68 2025 Proxy Statement
Compensation Actually Paid and Total Stockholder Return
The following graph illustrates the relationship between "compensation actually paid" to our PEO and the average amount of "compensation actually paid" to our non-PEO NEOs, our cumulative TSR and our cumulative peer group TSR for fiscal 2021, fiscal 2022, fiscal 2023, and fiscal 2024, each as set forth in the "Pay versus performance table" above. The cumulative TSR amounts in the graph assume an initial investment of $100.00 on October 30, 2020.
Compensation Actually Paid and Net Income
The following graph illustrates the relationship between "compensation actually paid" to our PEO and the average amount of "compensation actually paid" to our non-PEO NEOs and our net income for fiscal 2021, fiscal 2022, fiscal 2023, and fiscal 2024, each as set forth in the "Pay versus performance table" above.
2025 Proxy Statement 69
Compensation Actually Paid and Revenue
The following graph illustrates the relationship between "compensation actually paid" to our PEO and the average amount of "compensation actually paid" to our non-PEO NEOs and our revenue for fiscal 2021, fiscal 2022, fiscal 2023, and fiscal 2024, each as set forth in the "Pay versus performance table" above.
Tabular list of financial performance measures
The table below lists the financial performance measures that the Compensation Committee believes represent the most important financial performance measures used to link "compensation actually paid" to our NEOs to Ciena’s performance for fiscal 2024. Revenue and Adjusted Operating Income are the financial performance measures used to determine performance-based cash bonuses under the Annual Cash Incentive Bonus Plan, aggregate sales orders and adjusted earnings per share are the financial performance measures used to determine the earning of PSU awards, and total stockholder return is the financial performance measure used to determine the earning of MSU awards. See "Compensation Discussion and Analysis" above for a further description of our executive compensation program. The performance measures included in this table are not ranked by relative importance.
Revenue (Company Selected Measure)
Adjusted Operating Income
Aggregate Sales Orders
Adjusted Earnings Per Share
Total Stockholder Return
70 2025 Proxy Statement
Proposal No. 3
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