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VIAVI SOLUTIONS INC

For the period ended Jun 28, 2025. Filed Oct 3, 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.

Jun 28, 2025 · Filed Oct 3, 2025

VIAV$28.47+8.3%Stored close · as of Nov 6, 2026
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrantx Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant to § 240.14a-12

(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 all boxes that apply):

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oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Notice of 2025

Virtual Annual Meeting of Stockholders

and Proxy Statement

Viavi Solutions Inc.

November 12, 2025, at 10:00 a.m. Mountain Time

1445 South Spectrum Blvd, Suite 102

Chandler, Arizona 85286

(408) 404-3600

Fiscal Year 2025 (“FY25”) Virtual Annual Meeting of Stockholders and Proxy Statement

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.

PLEASE REFER TO (I) THE INSTRUCTIONS OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, (II) THE SECTION ENTITLED GENERAL INFORMATION ABOUT THE ANNUAL MEETING BEGINNING ON PAGE 94 OF THIS PROXY STATEMENT, OR (III) IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR ENCLOSED PROXY CARD.

IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 12, 2025: The Notice ofAnnual Meeting, Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended June 28, 2025, are available free of charge at the following website: www.edocumentview.com/VIAV

GO GREEN!

REGISTER ELECTRONICALLY FOR STOCKHOLDER MATERIALS

Viavi Solutions Inc. is pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules allowing companies to furnish this Proxy Statement and Annual Report over the internet to holders of our common stock. We believe that this e-proxy process, also known as “Notice and Access” will expedite the receipt of proxy materials by our stockholders, reduce our printing and mailing expenses and reduce the environmental impact of producing the materials required for our annual meeting of stockholders.

You should refer to the “General Information About the Annual Meeting” portion of the following Proxy Statement or contact our Investor Relations hotline at 408-404-6305 for assistance regarding instructions on how to register for and access our Proxy Statement and Annual Report online.

Dear Stockholders:

The independent directors of Viavi Solutions Inc. (“VIAVI”) and I are inviting you to attend VIAVI’s 2025 Annual Meeting of Stockholders, which will be held virtually on November 12, 2025, at 10:00 a.m. Mountain Time. As we approach the 2025 Annual Meeting, I would like to share with you some of our business and financial results from FY25 as well as recent stockholder engagement efforts and responsible business initiatives.

Business and Financial Results

FY25 marked a return to growth for VIAVI. This performance was fueled by diversification into the data center ecosystem and aerospace and defense markets, alongside stabilization and early signs of recovery in our traditional businesses. Demand for lab, production, and field products was particularly strong in the Network and Service Enablement segment, while wireless and cable products remained pressured by the lack of major network upgrades among leading service providers. Our aerospace and defense business delivered solid results, driven by positioning, navigation and timing products, and our anticounterfeiting business returned to a more balanced state following a period of inventory consumption.

During FY25, we prioritized our capital allocation towards M&A activities with the acquisition of Inertial Labs and the pending acquisition of Spirent Communications plc’s High- Speed Ethernet and Network Security Testing businesses. We also repurchased approximately 2 million shares of our common stock for about $16.4 million.

We expect our diversification strategy to be a growth driver for fiscal year 2026 (“FY26”), driven by continued strong demand from the data center ecosystem and aerospace and defense customers, with some expected recovery in our traditional end markets. Our long-term focus remains on executing against our strategic priorities to drive revenue and earnings growth, capture market share and continue to optimize our capital structure. We remain positive on our long-term growth drivers and will continue to focus on executing our strategic priorities.

Stockholder Engagement

We recognize the importance of regular and transparent communication with our stockholders, and we aim to engage with our stockholders on a regular basis. In FY25, we engaged with stockholders representing approximately 45% of our outstanding shares, who generally did not raise any significant concerns regarding our business. We will continue to seek out and consider stockholder feedback in the future.

Responsible Business Initiatives

In light of the challenging macroeconomic environment over the past several years, we continued to focus on ensuring

ongoing alignment of our responsible business practices with our business strategy. The Sustainability Executive Steering Committee exercised oversight with respect to our responsible business and sustainability programs, investments and goals and worked to balance the near-term needs of the business and our sustainability priorities.

FY25 Virtual Annual Meeting

We have designed the virtual 2025 Annual Meeting to provide for the same rights and opportunities to participate as stockholders would have at an in-person meeting. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement. Whether or not you plan to attend the meeting, please vote as your vote is important.

Masood A. Jabbar, who has served on VIAVI’s Board since 2006, expressed a desire not to be renominated, and was not renominated as a result. The Board is grateful to Mr. Jabbar for his dedication, many years of service, and contributions as a director of our Company.

On behalf of the Board of Directors, we would like to express our appreciation for your continued support of VIAVI.

Sincerely,

President and Chief Executive Officer

Chair of the Board

Table of Contents

Notice of Annual Meeting1
VIAVI at a Glance4
Fiscal Year 2025 Financial Performance5
Compensation Discussion and Analysis Highlights6
Corporate Governance10
Corporate Governance Highlights10
Board Leadership11
Director Independence11
Board Composition and Experience12
Risk Oversight13
Human Capital Management Oversight14
The Board and Its Committees15
Director Evaluations20
Director Selection and Nomination Process21
Stockholder Recommendations for Board Candidates22
Board Succession and Refreshment22
Majority Voting and Director Resignation and Retirement Policy22
Director Onboarding and Continuing Education22
Communication between Stockholders and Directors22
Code of Business Conduct23
Insider Trading Policy23
Management Succession Planning23
Stockholder Engagement24
Responsible Business Initiatives25
Proposal 1Election of Directors26
Our Director Nominees26
Qualifications, Attributes, Skills and Experience of our Director Nominees28
Director Nominee Biographies30
Director Compensation35
Proposal 2Ratification of Independent Auditors38
Audit Committee Report40
Executive Officers41
Proposal 3Advisory Vote on Executive Compensation42
Proposal 4Amendment and Restatement Of 2003 Equity Incentive Plan43
Proposal 5Approval of an Amended and Restated Certificate of Incorporation to Include an Officer Exculpation Provision54
A Message from the Chair of the Compensation Committee of the Board of Directors55
Compensation Discussion and Analysis56
Executive Summary56
Our Executive Compensation Program57
2024 Say-on-Pay Advisory Vote57
CEO Compensation and Performance Alignment58
Compensation Philosophy59
Compensation Governance Highlights59
FY25 Target Compensation60
FY25 Executive Compensation Overview61
Elements of FY25 Executive Compensation62
Other Important Compensation Practices71
Our Compensation Decision-Making Process72
Compensation Peer Group Comparisons73
Section 162(m)73
Stock Ownership Guidelines74
Compensation Risk Assessment75
Compensation Committee Interlocks and Insider Participation76
Compensation Committee Report77
Executive Compensation and Other Information78
Security Ownership of Certain Beneficial Owners and Management90
Certain Relationships and Related Person Transactions92
Other Information93
Note About Forward Looking Statements93
Websites Referenced in this Proxy Statement93
General Information About the Annual Meeting94
Appendix AGAAP to Non-GAAP ReconciliationsA-1
Appendix BAmended and Restated 2003 Equity Incentive PlanB-1
Appendix CAmended and Restated Certificate of IncorporationC-1

VIAVI Solutions Inc. | FY 2025 Notice of Annual Meeting & Proxy Statement | i

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.