CIENA CORP
For the period ended Mar 26, 2026. Filed Feb 12, 2026.
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Mar 26, 2026 · Filed Feb 12, 2026
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
A global leader in high-speed connectivity, 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, voice, video, data, and artificial intelligence ("AI"), and are used globally by cloud providers, service providers, and other network operators across multiple industry verticals.
| $4.77BFY25 annual revenue | $1.4Bcash positionat FYE 25 | ~2,400total patents |
|---|---|---|
| 80+countriesin which we sell products | 9,000+employees | 1,700+customers |
| Foundational strengths | Strategic pillars | ||
|---|---|---|---|
| Leading technology & innovation we own the critical 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 | Extend leadership in optical networking systems Scale market presence with interconnect modules Grow addressable market in next-generation metro and edge networking Drive software-led transformation Deliver innovative global services | ||
| 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 | |||
| Global scale we have significant talent and deep resources in engineering, sales, services, and customer support that advance our global business | |||
2026 Proxy Statement 1
Business and executive compensation highlights
Fiscal 2025 business performance and innovation
| ❖ Delivered record revenue of $4.77 billion❖ Generated record orders of $7.8 billion ❖ Generated $665 million in free cash flow ❖ Ended the fiscal year with approximately $1.4 billion in cash and investments❖ Repurchased approximately four million shares for $330 million under our three-year $1 billion stock repurchase program for fiscal 2025 through 2027❖ Hired Marc D. Graff as our Chief Financial Officer ("CFO"), who brings extensive financial expertise and industry knowledge, particularly in data center-related technologies | ❖ Expanded our role in the global AI ecosystem with additional wins with new hyperscale and neoscale cloud providers and with service providers for managed optical fiber networks ("MOFN") ❖ More than doubled our annual revenue from stand-alone coherent pluggables❖ Expanded WaveLogic customer base ❖ Launched innovative Data Center Out-of-Band Management ("DCOM") solution for data center operators❖ Grew customer adoption of our Coherent Routing solution |
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Fiscal 2025 executive compensation highlights
| Base salaries | Equity award structure |
|---|---|
| Increased the base salaries of our Chief Executive Officer ("CEO") and other named executive officers ("NEOs") to improve alignment with the market for their positions and in recognition of the criticality of their roles Compensation for our new CFO was set in accordance with the market for his position upon his hire | Continued granting mix of performance-based and time-based equity awards, with approximately 60% of the target award value for our CEO, and approximately 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 |
| Increased the target cash incentive opportunities (expressed as a percentage of base salary) for two NEOs to improve alignment with the market for their positions Did not increase the target cash incentive opportunities for our CEO or other NEOs | Provided appropriate increases in the target value of annual equity awards for our NEOs to maintain alignment with the market and stockholder interests, continue to incentivize future performance, reflect past results, and maintain retention |
Pay-for-performance alignment
| CEO fiscal 2025target total direct compensation mix | Average non-CEO NEO fiscal 2025target total direct compensation mix* | |
|---|---|---|
| *not including Mr. Moylan, who retired in August 2025, or Mr. Graff who was hired as of August 2025 |
2 2026 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 and welcome input on additional areas of importance to our stockholders. We actively seek engagement with stockholders of all sizes through a combination of virtual and in-person engagements, including investor conferences, one-on-one meetings where appropriate, and our annual meeting. For example, in the last 12 months, we have engaged with more than half of our 25 largest stockholders an aggregate of over 65 times. Our Board of Directors also reviews feedback from our stockholder engagement program 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, annual financial targets and an articulation of our broader approach to our capital allocation priorities. We are intentional about all the ways a stockholder may engage with us and our information, including our website, and we routinely post information related to our strategy, business, financial performance, and technology evolution.
In June 2025, we published our 2024 Sustainability Report. During the first quarter of fiscal 2026, we proactively distributed information related to our sustainability programming to our top 25 stockholders, representing approximately 64% of our outstanding shares. 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
| Board leadership and committee refreshment | Policies and charters |
|---|---|
| • Appointed independent Board Chair• Appointed new Audit Committee Chair• Refreshed composition of Audit Committee and Governance and Nominations Committee | Updated policies and charters to reflect alignment with good governance practices: • Principles of Corporate Governance• Charters of standing Board committees |
Existing strong governance structure
| • Eight of nine 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 bylaw and 10% of stockholders have the right to call a special meeting• Majority voting in uncontested director elections• Limits on annual non-employee director compensation• Independent directors regularly meet without management present |
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2026 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.