CIENA CORP
For the period ended Mar 26, 2026. Filed Feb 12, 2026.
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Mar 26, 2026 · Filed Feb 12, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Ciena Corp oration
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| Message from our Board of Directors | |||
| Lawton W. FittChair of the Board "Our record performance in fiscal 2025 and expansion of stockholder value was a result of the successful execution of our strategy to extend our global leadership in optical networking while expanding our reach into complementary markets and applications." - Lawton W. Fitt | Dear Fellow Stockholders:Fiscal 2025 was a ground breaking year for Ciena. We delivered record financial performance with revenue of $4.8 billion and record orders of $7.8 billion. Our industry leadership in high speed connectivity has us well positioned in a market experiencing unprecedented increases in demand as a result of expenditures related to AI and other cloud-based applications. Our performance in fiscal 2025, including our expanding role in the AI ecosystem, was the result of the execution of our strategy to extend our global leadership in optical networking, while expanding our reach into complementary, high-growth markets and applications, particularly in and around the data center. As a result of our performance this year, our stock generated a one-year TSR of 196% from January 2, 2025 to January 2, 2026. In addition to the disciplined execution of our strategy, our Board and management team believe deeply that our success is ultimately rooted in our people and governance practices. This not only shapes how we innovate, but also reinforces our commitment to integrity, high ethical standards, and leading corporate governance principles. In 2025, we took meaningful steps to increase our commitment in these areas, including: | ||
|---|---|---|---|
| · | Board Leadership & Independence. As part of our commitment to independence and refreshment, during fiscal 2025 we undertook a review of our Board leadership and committee composition. As a result, the Board appointed me as independent Chair, appointed Devinder Kumar as chair of our Audit Committee, and changed the composition of our Governance and Nominations Committee. We believe that these changes further strengthen our Board from both a governance and an oversight perspective. | ||
| · | Commitment to our Stockholders. We repurchased approximately four million shares for $330 million under our three-year $1 billion stock repurchase program for fiscal 2025 through 2027. We also outlined for stockholders an updated set of capital allocation priorities. We believe that strong corporate governance practices should include regular engagement with our stockholders, with whom we discuss our business, financial performance, industry dynamics, compensation, and sustainability matters. In the last 12 months, we have engaged with more than half of our 25 largest stockholders an aggregate of over 65 times. | ||
| · | Governance Updates. We regularly review our key governance documents to align with best practices. In 2025, we refreshed our Principles of Corporate Governance and the charters of each of our standing Board Committees. | ||
| I encourage you to read more about our Board of Directors, corporate governance practices and executive compensation in the accompanying proxy statement. I am confident that you will recognize our commitment to leading practices in these areas. Thank you for your continued support of Ciena and your participation in this year’s Annual Meeting.On behalf of the Board of Directors, Lawton W. FittChair of the BoardFebruary 12, 2026 | |||
Ciena Corporation
7035 Ridge Road
Hanover, Maryland 21076
Notice of Annual Meeting of Stockholders
| Date: | March 26, 2026 | Record Date: | January 27, 2026 |
| Time: | 3:00 p.m. Eastern Time | Attendance: | www.virtualshareholdermeeting.com/CIEN2026 |
To the Stockholders of Ciena Corporation:
The 2026 Annual Meeting of Stockholders of Ciena Corporation (the "Annual Meeting") will be held on March 26, 2026 at 3:00 p.m. Eastern Time. Our Annual Meeting will be a virtual meeting held over the internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/CIEN2026 and entering your 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials.
| Items of Business | |
|---|---|
| 1. | Elect three members of the Board of Directors from the nominees named in the accompanying proxy statement to serve as Class II directors for three-year terms ending in 2029, or until their respective successors are elected and qualified. |
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2026. |
| 3. | Conduct an advisory vote on our named executive officer compensation, as described in these proxy materials. |
| 4. | Consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
These matters are more fully described in the proxy statement accompanying this notice. You are entitled to notice of, and are eligible to vote at, this year’s Annual Meeting if you were a stockholder of record as of the close of business on January 27, 2026.
In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report to Stockholders for fiscal 2025 via the internet. On or about February 12, 2026, stockholders as of the record date are first being mailed a Notice of Internet Availability of Proxy Materials with instructions on how to access our Annual Meeting materials and vote via the internet, by mail, or by telephone.
We believe that your vote, and the vote of every Ciena stockholder, is important. Whether or not you plan to participate in the Annual Meeting, we encourage you to review the accompanying proxy statement for information relating to each of the proposals and to cast your vote promptly.
By Order of the Board of Directors,
Sheela Kosaraju
Senior Vice President, General Counsel and Assistant Secretary
Hanover, Maryland
February 12, 2026
Table of contents
| Proxy statement summary | 1 | Ownership of securities | 30 |
|---|---|---|---|
| Voting roadmap | 4 | Delinquent Section 16(a) reports | 31 |
| Proposal No. 1 | Compensation discussion and analysis | 32 | |
| Election of Class II Directors | 5 | Compensation Committee Report | 51 |
| Information regarding nominees and continuing directors | 8 | Executive compensation tables | 52 |
| Corporate governance and the Board of Directors | 13 | Summary compensation table | 52 |
| Independent directors | 13 | Grants of plan-based awards | 53 |
| Communicating with the Board of Directors | 13 | Outstanding equity awards at fiscal year-end | 55 |
| Principles of Corporate Governance, Bylaws, and | Option exercises and stock vested | 57 | |
| other governance documents | 14 | Nonqualified deferred compensation | 58 |
| Codes of ethics | 15 | Potential payments upon termination or change | |
| Board leadership structure | 15 | in control | 59 |
| Board oversight of strategy | 15 | CEO pay ratio disclosure | 65 |
| Board oversight of risk | 16 | Pay versus performance | 65 |
| Board education | 17 | Proposal No. 3 | |
| Composition and meetings of the Board of Directors | Annual advisory "say-on-pay" vote to approve | ||
| and its Committees | 18 | named executive officer compensation | 68 |
| Our approach to sustainability | 22 | Related person transactions | 69 |
| Compensation philosophy and objectives | 23 | Equity compensation plan information | 70 |
| Compensation consultant | 23 | Stockholder proposals for 2027 Annual Meeting | 71 |
| Compensation Committee interlocks and | General information | 72 | |
| insider participation | 23 | Frequently asked questions | 73 |
| Fiscal 2025 Board compensation | 24 | Householding of proxy materials | 76 |
| Director compensation table | 25 | Electronic delivery of future proxy materials | 77 |
| Outstanding equity awards for directors at fiscal year-end | 26 | Non-GAAP Measures | 77 |
| Deferral of director compensation | 26 | ||
| Ratification of appointment of independent | |||
| registered public accounting firm | 27 | ||
| Relationship with independent registered public | |||
| accounting firm | 28 | ||
| Audit Committee Report | 29 | ||
Cautionary note regarding forward-looking statements
This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are based on current expectations, forecasts, assumptions and other information available to Ciena Corporation ("Ciena" or "we") as of the date hereof. Forward-looking statements involve inherent risks and uncertainties, include statements regarding Ciena’s expectations, beliefs, intentions or strategies regarding the future, including with respect to business, financial, operational, compensation and sustainability and governance matters, and can be identified by forward-looking words such as "anticipate," "believe," "can," "could," "continue," "estimate," "expect," "future," "goal," "intend," "may," "plan," "potential," "should," "will," and "would" or similar words. Ciena’s actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Ciena’s business, including the effect of broader economic and market conditions on Ciena’s customers and their business, Ciena’s ability to execute its business and growth strategies and to achieve sustainability goals, the impact of macroeconomic conditions, and the risks and uncertainties discussed in Ciena’s Annual Report on Form 10-K for fiscal 2025 ("2025 Form 10-K") as well as Ciena’s other filings with the Securities and Exchange Commission (the "SEC"). Ciena undertakes no obligation to revise or update any forward-looking statements made in this proxy statement, whether as a result of new information, future events or circumstances, or otherwise, except as required by law.
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.