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
Proxy statement summary
This summary highlights information that is contained elsewhere in this proxy statement. It does not include all information necessary to make a voting decision, and you should read this proxy statement in its entirety before casting your vote.
Ciena at a glance
Industry-leading, global network technology company, providing hardware, software, and services to a wide range of network operators and enabling enhanced network capacity, service delivery, and automation. Our solutions support network traffic across a wide range of applications, including cloud, video, data, AI, and voice, and include Networking Platforms, including our Optical Networking portfolio and our Routing and Switching portfolio, Platform Software, and our Blue Planet Automation Software.
| $4.01BFY24 Annual Revenue | $1.33BCash Positionat FYE 24 | A LeadingMarket Positionin the markets in which we operate* |
|---|---|---|
| 80+Countriesin which we sell products | 8,600+Employees | 1,600+Customers |
- As cited by Omdia, Dell’Oro Group, or Cignal AI for different markets
| Foundational strengths | Strategic initiatives | ||
|---|---|---|---|
| Leading technology & innovation we own the key enabling technologies for key parts of our solutions offerings and use our significant R&D investment capacity to push the pace of innovation in our industry | Expand optical leadership expand our leadership in optical networking by pushing the pace of innovation in our traditional markets, innovating and enhancing our solutions, and investing in solutions for adjacent market applications | ||
| Diversification we have a broad-based business that spans a diverse set of customer segments, a wide range of solutions and applications, and multiple geographies | Grow addressable market leverage our optical leadership to grow our addressable market to include opportunities in metro routing, broadband access, and inside and around the data center | ||
| Global scale we have significant talent and deep resources in engineering, sales, services and customer support that advance our global business | Drive software-led transformation drive software-led network transformation for our customers, grow our software business, and build a strong operational support and relationship model |
2025 Proxy Statement 1
Business and executive compensation highlights
Fiscal 2024 business performance
| ❖Delivered revenue of $4.01 billion❖Generated record revenue of $1.2 billion from cloud provider customers❖Ended the fiscal year with approximately $1.33 billion in cash and investments❖Repurchased $250 million of shares, completing our three-year $1 billion stock repurchase program, and announced a new three-year $1 billion stock repurchase program for fiscal 2025 through 2027❖Released an updated Sustainability Report and continued to work towards our science-based greenhouse gas emissions targets | ❖Continued to deliver industry-leading innovation:•Introduced WaveLogic 6 Extreme, the industry’s first 1.6T single wavelength coherent solution•Added 60 new customers for WaveLogic 5 Extreme •Continued momentum with our 400G ZR/ZR+ coherent pluggables portfolio, including design wins with three cloud providers❖Expanded our WaveRouter coherent routing family with WaveRouter 2 and WaveRouter 7, bringing our portfolio of coherent routers to 16 total |
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Fiscal 2024 executive compensation highlights
| Base salaries | Equity award structure |
|---|---|
| Did not increase the base salary of our CEO Increased the base salaries of other named executive officers ("NEOs") to improve alignment with the market for their positions and in recognition of the criticality of their roles | Continued mix of performance-based and time-based equity awards, with approximately 60% of the target award value for our CEO, and 50% of the target award value for the other NEOs, allocated to at-risk, performance-based equity in the form of performance stock units ("PSUs") and market stock units ("MSUs") |
| Target cash incentives | Equity award values |
| Did not increase the target cash incentive opportunities (expressed as a percentage of base salary) for our CEO or other NEOs (other than Mr. DiPerna, whose increase reflects his promotion to executive officer commencing in fiscal 2024) | Provided reasonable increases in the target value of annual equity awards for certain of our NEOs to improve alignment with the market and stockholder interests and to maintain retention |
Pay-for-performance alignment
| CEO fiscal 2024target total direct compensation mix | Average non-CEO NEO fiscal 2024target total direct compensation mix |
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2 2025 Proxy Statement
Corporate governance and stockholder outreach
Stockholder outreach and engagement
We believe that strong corporate governance practices include regular outreach and conversations with our stockholders. We regularly discuss our business, financial performance, industry dynamics, compensation, governance, and sustainability matters with our stockholders. We actively seek engagement with stockholders of all sizes through a combination of virtual and in-person engagements, including our annual meeting, our website, investor conferences, and one-on-one meetings where appropriate. For example, in the last 12 months, we have engaged with more than half of our 25 largest stockholders an aggregate of almost 60 times. Our Board of Directors also reviews feedback from certain stockholder engagements as well as stockholder inquiries directly related to its responsibilities. These regular engagements allow us to obtain feedback on stockholders’ perception and understanding of our markets, business and industry and inform our Board of Directors directly to facilitate their oversight of management and the company. They have also influenced our communications, which include detail on key elements of our corporate strategy, long-term financial targets and an articulation of our broader approach to our capital allocation priorities.
In June 2024, we published our 2023 Sustainability Report. During fiscal 2024, we proactively distributed information related to our sustainability programming to our top 17 stockholders, representing approximately 60% of our outstanding shares, and members of our leadership team met with five of these stockholders on these topics. Information contained on or available through our website is not incorporated by reference in or made part of this proxy statement and any references to our website are intended to be inactive textual references only.
Recent governance changes
| Bylaw amendments | Policies and charters |
|---|---|
| Amended and restated our bylaws in December 2024 in connection with our periodic governance review, to: •clarify procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submission of stockholder proposals made in connection with annual and special meetings of stockholders•make administrative and ministerial language updates | Updated policies and charters to reflect alignment with good governance practices: •Code of Ethics for Directors•Code of Ethics for Senior Financial Officers•Principles of Corporate Governance•Charters of standing Board committees |
| Other governance and sustainability highlights | |
|---|---|
| •Appointed independent Board Chair•Appointed new Audit Committee Chair•Through a range of volunteering and charitable activities, Ciena and its employees donated approximately $3.9 million and volunteered more than 37,000 hours•Published 2023 Sustainability Report•Published updated investor presentation highlighting aspects of our sustainability programming and conducted stockholder outreach | •Received approval from the Science Based Targets initiative for two new greenhouse gas reduction goals which aim to reduce our Scope 1 and 2 greenhouse gas emissions by 80.6% by fiscal 2030 compared to fiscal 2019 levels, and to reduce our Scope 3 greenhouse gas emissions per gigabit of capacity shipped by 71.3% by fiscal 2030 compared to fiscal 2019 levels to continue to improve the sustainability of our operations |
Existing strong governance structure
| •Eight of ten current directors are independent•Separate Board Chair and CEO roles•Independent Board Chair•Code of Ethics for Directors•Standing committees composed solely of independent directors | •Annual Board and committee self-assessments•Market-standard proxy access rights•Majority voting in uncontested director elections•Limits on annual non-employee director compensation•Independent directors regularly meet without management present |
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2025 Proxy Statement 3
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.