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VIAVI SOLUTIONS INC

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

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About this filing

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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Contents

Our Executive Compensation Program

Compensation Discussion and Analysis

Our Executive Compensation Program Focuses on Pay for Performance

The table below summarizes the performance-based compensation components of our executive compensation program.

Incentive AwardsPerformance HighlightsCommentary
FY25 Target Annual Cash Incentive Award Opportunities (as a percentage of base salary)All All NEOs received bonuses for H1 and H2 of FY25.H1 NEO achievements:▪Corporate at 33.9%▪OSP at 38.2%▪NSE at 29.7%▪NSE sales at 38.4%H2 NEO achievements:▪Corporate at 68.6%▪OSP at 118.6%▪NSE at 18.6%▪NSE sales at 56.5%Payouts were subject to the achievement of a threshold performance goal.Financial metrics were weighted at 100% and capped at 150% payout, except in the case of Mr. Staley’s NSE sales booking goal, which was capped at 250% payout with respect to 40% weighting of his target annual cash incentive award opportunity.In FY25, the sustainability negative modifier remained applicable for our CEO’s Variable Payment Plan. For a description of the sustainability negative modifier, please see page 63 under Financial Metrics.
Market-based Stock Units (“MSUs”)(1)▪FY22 MSUs: 51.0% of 3rd tranche earned, based on our 40.3 percentile TSR ranking▪FY23 MSUs: 15.3% of 2nd tranche earned, based on our 29.6 percentile TSR ranking▪FY24 MSUs: 41.7% of 1st tranche earned, based on our 37.5 percentile TSR ranking ▪FY24 CFO MSUs: 60.3% of 1st tranche earned, based on our 43.1 percentile TSR ranking(2) (1)Earned based on total shareholder return through 9/15/24(2)Certified in September 2024 and released based on continued service through November 28, 2024Earned based on our total stockholder return (“TSR”) relative to the performance of companies in the Nasdaq Telecommunications Index (the “Nasdaq Telecom Index”) measured over one-year, two-year and three-year performance periods. Above median (55th percentile) performance required for a target payout.
FY21 Retention Awards: Performance-based Stock Units (“PSUs”)▪FY21 Retention awards measurement period was completed as of February 28, 2025The PSU awards tied to achieving a $20 share price were forfeited because the target was not met. The CEO’s Executive Leadership PSUs, tied to development and succession plan goals, were fully achieved and approved by the Board in FY23 and vested in February 2025, following his continued service through that date.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.