Board of Directors Compensation Review

Ciena Corp.

FY2025 Board Governance Review

Ticker: CIEN
Fiscal Year: FY2025
Filing Date: 2026-02-12
Sector: Tech — Hardware

Executive Summary Ciena Corp. (CIEN) \| FY2025 Board of Directors Compensation Review
Source: annual proxy statement filed 2026-02-12. Peer fee schedules drawn from 17 of 18 disclosed peers with fee schedule coverage. Percentile bands reflect Velarion benchmarking methodology.
Comp Percentile 53rd Total retainer vs. peers Independence 89% 8 of 9 directors at FY2025 year-end Say-on-Pay 95.39% FY2025 vote; prior: 94.46% Alignment-Read Concern moderate Velarion directional read Thesis The board chair, Lawton W. Fitt, is independent, and the total director retainer ranked at the 53rd percentile of peers, above the peer median. Say-on-pay support of 95.4% ranked at the 82nd percentile of peers, in the top quartile, and it stayed above 70%, the ISS review level. With the retainer in the upper half of peers, the question for the committee is whether the director retainer holds at $320k. Key Findings The director retainer sits in the upper half of peers, only just above the peer median, so the fixed part of director pay does not stand out against the peer group. Say-on-pay support recorded 2 consecutive increases through FY2025, so the latest vote continues a run rather than standing as an isolated result. Director Pay at a Glance Total retainer, FY2025$320k Peer median total retainer$320k Cash retainer$85k Peer median cash retainer$80k Equity retainer$235k Peer median equity retainer$242k Total compensation, 8 non-employee directors$2.8M Median director compensation$345k The Board at a Glance Seated directors9 Independent directors8 Board chairLawton W. Fitt Chair is independentYes Average tenure12.9 years Directors with tenure of fifteen years or more4 Core governance provisions in place4 of 4 Market data as of 2026-10-30: share price $349.45; market capitalization $49.55B.

Say-on-Pay Support

95.39%

Voted 2026-03-26

Vote Held

2026-03-26

Vote on FY2025 pay

Inside the Current Window

Yes

window opened 2025-11-01

Most Recent Shareholder Vote on PayAll 0 director awards granted after fiscal year-end came before the 2026-03-26 vote.

The Vote

Item	Value
Support recorded	95.39%
Vote held	2026-03-26
Inside the current window	Yes
Awards granted before the vote	0
Awards granted after the vote	0

Activity After Fiscal Year-End

After Fiscal Year-End	Value
Awards granted after fiscal year-end	0
Recipients	0
Units awarded, all dated awards	0
Value of those awards	$0

Activity After Fiscal Year-End

9 awards to 9 people across executives and directors, between 2025-12-16 and 2026-06-22 — 9 to 9 executives; 0 to 0 directors

Date	Event	Detail
2025-11-01	First day after the FY2025 disclosure period	Current-year activity begins
2025-12-16	Equity awards	Recipients: 8 · Shares: 83,397
2026-03-26	Shareholder vote on pay	95.39% support
2026-06-22	Equity awards	Recipients: 1 · Shares: 6,517

Total Directors

9

8 independent · 1 non-independent

Independence

89%

Velarion level: 67%

Average Tenure

12.9 years

9 of 9 with a start year on file

Board Chair

Lawton W. Fitt

Independent: Yes

Director Roster · FY2025

Director	Independent	Employee	Committees	Since	Tenure
Patrick T. Gallagher	Yes	No	Compensation Committee (Chair)	2009	16 years
Devinder Kumar	Yes	No	Audit (Chair)	2019	6 years
T. Michael Nevens	Yes	No	Audit	2014	11 years
Mary G. Puma	Yes	No	Audit	2023	2 years
Gary B. Smith	No	Yes	None	2000	25 years
Hassan M. Ahmed, Ph.D	Yes	No	Compensation Committee, Governance and Nominations Committee	2020	5 years
Bruce L. Claflin	Yes	No	Audit	2006	19 years
Lawton W. Fitt (Chair)	Yes	No	Governance and Nominations Committee (Chair)	2000	25 years
Joanne B. Olsen	Yes	No	Compensation Committee	2018	7 years

Median Indep Comp

$345k

Non-chair independent

Non-Chair Indep Comp

$2.4M

7 non-chair independent

Positioning

53rd

Total retainer vs. peers

Board Size

9

8 independent

FY2025 Director Compensation (as reported)

Director	Cash	Stock	Options	Other	Total
Lawton W. Fitt (Chair) ‡	$100,000	$334,918	$0	$0	$434,918
Patrick T. Gallagher	$110,000	$234,971	$0	$0	$344,971
Devinder Kumar	$120,000	$234,971	$0	$0	$354,971
T. Michael Nevens	$100,000	$234,971	$0	$0	$334,971
Mary G. Puma	$100,000	$234,971	$0	$0	$334,971
Gary B. Smith ‡	$0	$0	$0	$0	$0
Patrick H. Nettles, Ph.D * ‡	Not disclosed in the filing	Not disclosed in the filing	$0	$66,475	$66,475
Hassan M. Ahmed, Ph.D	$101,000	$234,971	$0	$0	$335,971
Bruce L. Claflin	$110,000	$234,971	$0	$0	$344,971
Joanne B. Olsen	$116,000	$234,971	$0	$0	$350,971
Total non-chair independent (7)	$757,000	$1,644,797	$0	$0	$2,401,797

‡ Not included in the non-chair independent subtotal: the board chair (independent; excluded by role); non-independent directors. * Departed director; compensation shown for partial-year service.

Board Compensation by Population

Population	Directors	Total
Non-chair independent directors	7	$2,401,797
Non-employee directors	8	$2,836,715
All compensated seated directors	8	$2,836,715

Compensated board chair: 1. Compensated non-independent directors: 0. The non-chair independent subtotal and KPI count these directors: Patrick T. Gallagher, Devinder Kumar, T. Michael Nevens, Mary G. Puma, Hassan M. Ahmed, Ph.D, Bruce L. Claflin, Joanne B. Olsen.

Cash Retainer

$85k

62nd percentile

Equity Retainer

$235k

44th percentile

Total Retainer

$320k

53rd percentile

Peer Set Size

17

Disclosed proxy peers with fee data

Total Director Retainer vs. Peers · FY2025

CIENDisclosed peersPeer median (dashed)

Peer Retainer Distribution (subject excluded)

Element	Lower Quartile	Median	Upper Quartile	Peers (n)
Cash retainer	$70k	$80k	$90k	17
Equity retainer	$219k	$242k	$250k	16
Total retainer	$305k	$320k	$333k	16

Schedule of Director Fees · FY2025

Element	Amount
Annual Cash Retainer	$85,000
Annual Equity Retainer	$235,000
Total Annual Retainer	$320,000
Board Chair Premium	$100,000
Lead Director Premium	$35,000
Audit Chair Premium	$35,000
Comp Chair Premium	$25,000
Nom/Gov Chair Premium	$15,000
Audit Member	$15,000
Comp Member	$10,000
Nom/Gov Member	$6,000
Per-Meeting Fee (Board)	Not disclosed in the filing
Per-Meeting Fee (Committee)	Not disclosed in the filing

Equity Terms and Policies

Vesting & Equity Vehicle

VehicleNot disclosed in the filing

VestingNot disclosed in the filing

Director Stock Ownership Guideline

To align the interests of our executive officers and directors with those of our stockholders, and to promote our commitment to sound corporate governance, the Board has established stock ownership guidelines for the NEOs

Anti-Pledging / Anti-Hedging

Anti-pledging policyYes

Anti-hedging policyYes

CIEN Retainer-Only Mix (non-chair independent)

Cash / Equity — Retainer-Only

27% / 73%

Equity share vs. peer median: −0.1pp

Peer Median Equity Share

74%

16 peers with both retainers

Cash retainer$85,000 (27%)

Equity retainer$235,000 (73%)

Aggregate Paid · Non-Chair Independent Directors · FY2025

Cash paid (incl. committee premiums and meeting fees)$757,000

Equity awards (grant-date fair value)$1,644,797

Aggregate-paid mix (cash / equity)32% / 68%

Peer Set — Cash vs Equity Mix

Peer	Cash Retainer	Equity Retainer	Total	Equity %
CIEN	$85k	$235k	$320k	73%
Peer median	$80k	$242k	$320k	74%
AKAM	$75k	$275k	$350k	79%
CDNS	$80k	$240k	$320k	75%
CALX	$60k	$200k	$260k	77%
COHR	$90k	$220k	$310k	71%
EXTR	$110k	$215k	$325k	66%
FFIV	$60k	Not disclosed in the filing	Not disclosed in the filing	Not disclosed in the filing
JNPR	$60k	$245k	$305k	80%
KEYS	$100k	$250k	$350k	71%
LOGI	$75k	$252k	$327k	77%
LITE	$85k	$220k	$305k	72%
MSI	$110k	$245k	$355k	69%
NTAP	$75k	$285k	$360k	79%
NTNX	$50k	$250k	$300k	83%
SANM	$85k	$190k	$275k	69%
SNPS	$125k	$200k	$325k	62%
VSAT	$70k	$250k	$320k	78%
ZBRA	$90k	$220k	$310k	71%

Board Tenure & Refreshment Ciena Corp. (CIEN) \| FY2025 Board of Directors Compensation Review
Tenure measured from the disclosed director-since year through fiscal year end (Ciena Corp. proxy statement filed 2026-02-12). Velarion benchmarking thresholds treat average tenure of 9 years and individual tenure of 15 years as refreshment review levels; they are not published ISS or Glass Lewis policy levels. The refreshment grade uses those Velarion thresholds.
Average Tenure 12.9 years Median 11 years Refreshment Grade C Velarion methodology New Independent Directors 1 Joined within 3 years Directors at 15 years or more 4 Velarion long-tenure mark Tenure Distribution · Seated Directors Tenure Watch Directors approaching the long-tenure mark0 Directors at 9 years or more5 Velarion average tenure level9 years Velarion director tenure level15 years Directors with a start year on file9 Directors without a start year on file0 Seated directors9

Disclosure Quality

90

Disclosure points

Governance Provisions in Place

4

of 4 scored provisions

Board Independence

89%

Velarion level: 67%

Board Chair

Lawton W. Fitt

Independent: Yes

Governance Provisions

Provision	In Place
Director stock ownership guideline	Yes
Clawback policy	Yes
Anti-hedging policy	Yes
Anti-pledging policy	Yes

Provisions in place: 4 of 4

Other Policies

Tax gross-upsNot disclosed in the filing

Executive stock ownership guidelineNot disclosed in the filing

Executive guidelineNot disclosed in the filing

Provisions the filing does not address0

Independence Profile

Board independence89%

Independent directors8 of 9

Board chairLawton W. Fitt

Independent chairYes

Velarion independence level67%

Independence at or above the Velarion levelYes

Director Stock Ownership Guideline

Guideline on fileYes

Guideline as disclosed: To align the interests of our executive officers and directors with those of our stockholders, and to promote our commitment to sound corporate governance, the Board has established stock ownership guidelines for the NEOs

Disclosure Quality Components

Component	Score	Available
Short-term incentive disclosure	25	25
Long-term incentive disclosure	25	25
Governance disclosure	15	20
Pay philosophy disclosure	15	15
Plan design disclosure	10	15

Latest SoP Approval

95.39%

FY2025 · annual cadence

SoP Grade

A ↑

Outlook: improving

Votes in the Trend Window

5

Of 6 disclosed votes

SoP Approval Trend

SupportISS review level

SoP Vote Detail

Year	Approval	For	Against	Result
FY2025	95.39%	114,515,974	5,360,579	Pass
FY2024	94.46%	114,787,685	6,602,755	Pass
FY2023	90.03%	109,616,628	12,044,975	Pass
FY2022	90.65%	113,423,177	11,590,520	Pass
FY2021	94.38%	118,626,832	6,777,983	Pass
FY2020	91.07%	109,207,408	7,545,280	Pass

Say-on-Pay Analysis

Say-on-pay support of 95.4% for FY2025 ranked at the 82nd percentile of peers, in the top quartile.

Say-on-pay support was above 70%, the level below which the board's response to the vote is reviewed.

Vote Profile

Vote frequencyannual

Change from the prior vote+93 bps

Peak support95.39% (FY2025)

Lowest support90.03% (FY2023)

ISS review level70%

Shareholder Ballot

Full Ballot — FY2025 Annual Meeting (2026-03-26)

No.	Proposal	Proponent	Approval
	Director Election	Company	87.20%
	Say-on-Pay (advisory)	Company	95.39%

CEO Pay Ratio · FY2025

166:1

CEO pay as a multiple of median employee pay

CEO total compensation

$18.5M

As stated in the pay ratio disclosure

Median employee compensation

$112k

Pay Ratio History

Fiscal Year	Pay Ratio	CEO Total Compensation	Median Employee Compensation
FY2025	166:1	$18,530,396	$111,613
FY2024	141:1	$14,076,773	$99,735

Ratio Profile

Reported fiscal yearFY2025

Prior fiscal yearFY2024

Direction of the change from the prior yearincreased

Change in the ratio from the prior year17.7%

Market capitalization$49.55B

Market capitalization is a point-in-time figure as of 2026-10-30 and is not on the same fiscal-year basis as the pay ratio.

Component Grades & Rationale

Component	Grade	Why This Grade
Compensation Positioning	A	Total director retainer at the 53rd percentile of disclosed peers
Independence	A	Board independence 89% (8 of 9 seated directors); Velarion reference level 67%
Refreshment	C	Average tenure 12.9 years; new independent directors in the last 3 years: 1; a start year is on file for 9 of 9 seated directors
Governance	A	4 of 4 core governance provisions in place
Say-on-Pay	A ↑	Latest say-on-pay approval 95.39%; outlook improving

Core Governance Provisions

Director stock ownership guidelineYes

Clawback policyYes

Anti-hedging policyYes

Anti-pledging policyYes

How the Grades Are Set

Compensation Positioning bands: A at-market (35th to 65th percentile); B within-norm (20th to 34th or 66th to 79th); C outlier (10th to 19th or 80th to 89th); D severe outlier.

Say-on-Pay letter: A at or above 90%, B at or above 80%, C at or above 70%, D otherwise; the letter is capped while a vote below 70% sits within the trend window.

The say-on-pay marker beside the letter is an outlook (up improving, right stable, down declining, dot not established), read from the direction of the disclosed vote series. It is a separate signal and does not affect the letter, which reflects vote level only.

Committee Chair Premium — Subject vs Peer Set

Premium	CIEN	Peer Median	Peer Min	Peer Max	Peers (n)
Board Chair Premium	$100,000	$100,000	$75,000	$427,829	12
Lead Director Premium	$35,000	$37,500	$25,166	$55,000	10
Audit Chair	$35,000	$30,000	$20,000	$50,333	17
Comp Chair	$25,000	$22,500	$12,500	$50,333	17
Nom/Gov Chair	$15,000	$15,000	$10,000	$30,000	16

Aggregate Board Compensation Ciena Corp. (CIEN) \| FY2025 Board of Directors Compensation Review
Aggregate = sum of total compensation paid to all independent, non-employee directors. Eligible Aggregate excludes the board chair and employee directors. Peer set: 17 with usable director-comp data (of 18 disclosed peers). CIEN highlighted in gold.
Aggregate Indep Comp $2.8M Compensated independent directors: 8 (incl. chair, who is independent); equals total board compensation (no non-independent director drew board pay this year) Eligible Aggregate $2.4M Independent, excluding chair; incl. departed Aggregate Cost Percentile 41st vs 17 with aggregate comp data (of 18 disclosed peers) Peer Median Aggregate $3.0M Independent directors Aggregate Independent Director Compensation — Subject vs Peers CIENPeer companiesPeer median

Board-Level Proxy Risk Indicators

Indicator	At FY2025 Year-End	Level
Board Tenure Profile	12.9 years avg · 5 at or over 9 years	high
Independent Director Ratio	89% (8 of 9)	low
Refreshment Cadence	1 new independent (last 3 years)	elevated
Tenure on file	9 of 9 directors

Director-Specific Refreshment Flags

Directors at or beyond 15 years4

Velarion refreshment trigger15 years

Recent Say-on-Pay (Three Years)

FY202595.39%

FY202494.46%

FY202390.03%

What Changed Year-over-Year (FY2024 → FY2025)

Disclosed Peer Group: count 19 → 17. Removed: ANET, VISN.
Stock Ownership Guidelines: 6x salary → changed; the current wording is quoted with the governance provisions.
LTI Vehicle Mix: MSU Not disclosed in the filing → 24%. PSU Not disclosed in the filing → 36%. RSU Not disclosed in the filing → 40%.
LTI / PSU Metric Set: Added: Adjusted EPS, Sales Orders. Removed: Financial goals.

Independent Alignment Read — 2026 Methodology Crosswalk

An independent alignment read computed transparently from published methodology. Directional only: not an official ISS or Glass Lewis score, and not a forecast of any advisor's recommendation or vote.

A higher score marks more potential concern: below 40 is low, from 40 to below 70 is medium, and 70 and above is high. A PARTIAL tag means that sub-test used the inputs available, not a complete calculation.

ISS 2026 crosswalk (directional)

23

LOW concern · out of 100

Glass Lewis 2026 crosswalk (directional)

42

MEDIUM concern · out of 100

Reading the Scores

The ISS crosswalk reads 23 out of 100, low concern, and the Glass Lewis crosswalk reads 42, medium concern.

In the ISS screen, Qualitative Factors scores highest at 54, and the realizable pay relative to granted pay, read against the one-year shareholder return it reads values unvested equity at the share price and moves with the share price.

In the Glass Lewis screen, CAP vs. TSR scores highest at 55 on the same kind of realizable pay relative to granted pay, read against the one-year shareholder return, which moves with the share price rather than with a committee decision.

Next in line, Peer Group Construction at 40 and Qualitative Modifier at 44 both read medium concern and turn on the disclosed peer group and the items the narrative flags.

The committee may want to evaluate whether the disclosed peer group and the items the narrative flags are described in terms that keep these medium sub-test readings from drawing attention.

Data completenessFULL

ISS Sub-Scores

Five-Year Pay-Performance Lookback12 · FULL

Pay Multiple (One- and Three-Year Windows)2 · FULL

Absolute Pay-TSR Alignment (Index Scope)28 · PARTIAL

Peer Group Construction40 · FULL

Qualitative Factors54 · PARTIAL

Say-on-Pay Responsiveness10 · FULL

Director Pay Pattern15 · PARTIAL

Equity Plan Grant Practices36 · PARTIAL

Glass Lewis Sub-Scores

Granted Pay vs. TSR42 · FULL

Granted Pay vs. Financials42 · PARTIAL

STI Payout vs. TSR40 · FULL

NEO Pay vs. Financials28 · PARTIAL

CAP vs. TSR55 · PARTIAL

Qualitative Modifier44 · PARTIAL

Scorecard Aggregate42 · PARTIAL

CIC Discretion & RationaleNot applicable

Disclosed Peer Set (FY2025 proxy) — Compensation & Market Snapshot

Peer	Company	Market Cap	As Of	Total Retainer	Equity Share	Fee Year	One-Year TSR	Directors
AKAM	Akamai Technologies	$14.28B	2026-10-30	$350,000	79%	FY2025	+36.1%	11
CDNS	Cadence Design Systems	$94.04B	2026-10-30	$320,000	75%	FY2025	+0.4%	11
CALX	Calix	$2.41B	2026-10-30	$260,000	77%	FY2025	−38.4%	9
COHR	Coherent Corp	$46.46B	2026-10-30	$310,000	71%	FY2026	+71.8%	14
EXTR	Extreme Networks	$3.09B	2026-10-30	$325,000	66%	FY2026	+31.0%	8
FFIV	F5 Networks	$20.58B	2026-10-30	Not disclosed in the filing	Not disclosed in the filing	FY2025	+40.5%	11
JNPR	Juniper Networks	Not disclosed in the filing		$305,000	80%	FY2024	Not applicable	10
KEYS	Keysight Technologies	$56.15B	2026-10-30	$350,000	71%	FY2025	+93.5%	11
LOGI	Logitech	$14.03B	2026-10-30	$327,163	77%	FY2026	−13.2%	11
LITE	Lumentum	$82.48B	2026-10-30	$305,000	72%	FY2026	+329.1%	10
MSI	Motorola Solutions	$80.03B	2026-10-28	$355,000	69%	FY2025	+10.2%	8
NTAP	NetApp	$44.70B	2026-10-28	$360,000	79%	FY2026	+97.2%	10
NTNX	Nutanix	$19.68B	2026-10-28	$300,000	83%	FY2026	+4.6%	9
SANM	Sanmina	$9.08B	2026-10-28	$275,000	69%	FY2025	+25.6%	8
SNPS	Synopsys	$90.92B	2026-10-28	$325,000	62%	FY2025	+1.9%	10
VSAT	ViaSat	$9.68B	2026-10-28	$320,000	78%	FY2026	+79.7%	Not disclosed in the filing
ZBRA	Zebra Technologies	$18.50B	2026-10-21	$310,000	71%	FY2025	Not applicable	11

Coverage

Disclosed peers18

Peers with a director fee schedule17

Peers without market dataJNPR

Peer Set Composition

Peers Analyzed

17

Disclosed peers with a review

Disclosed Peers

18

FY2025

Independently Supported

10

Merit Review

7

Primary review dimensions of the merit-review memberssize comparability, business mix

Peer-set quality score49

Year-over-Year Changes

Added

0

FY2025

Dropped

2

from FY2024

Retained

17

Carried forward

Retention

89.5%

Of the prior-year set

Evidence — Year-over-Year Peer Set Changes

Change	Company	Ticker
Dropped from FY2024	Arista Networks	ANET
Dropped from FY2024	CommScope	VISN

Set Size

Peers in the FY2024 set19

Peers in the FY2025 set17

Peers by Most Recent Say-on-Pay Support

Peers in bandCiena Corp. band

Company Position

Ciena Corp. support · FY202595.39%

Support band95–100%

Percentile among peers with a recorded vote82nd

Disclosed peers18

Peers with a recorded vote17

ISS review level70%

Distribution Statistics

Peers with a vote	Median	Low	High	Below 70%
17	92.72%	79.00%	96.90%	0

Basis

Each peer contributes its most recently disclosed say-on-pay result. Peers with no recorded result are excluded from the distribution and counted separately, never imputed.

Peer Group Reciprocity Ciena Corp. (CIEN) \| FY2025 Board of Directors Compensation Review
Source: peer groups as disclosed in annual proxy statements (DEF 14A) of Ciena Corp. and each disclosed peer.
Peers Naming Ciena Corp. 7 of 17 with a peer group on file Reciprocity 41.2% Share of peers naming the company One-Way Selections 10 Named by the company, not naming it No Peer Group on File 0 Peer's own group not on file near the report year Peer-Level Detail Peers naming Ciena Corp.COHR, FFIV, JNPR, KEYS, LITE, LOGI, VSAT One-way selections (named by Ciena Corp., not naming it)AKAM, CALX, CDNS, EXTR, MSI, NTAP, NTNX, SANM, SNPS, ZBRA Disclosed peers18 Definition Reciprocity is the share of a company's own disclosed peers that select it in return, counted from each peer's own disclosed peer group nearest the report fiscal year. Peers with no peer group on file are excluded from the denominator and listed separately.

FY2025 year-end holdings

Unvested stock awards, fiscal-year-end value

$171.6M

903,466 shares/units

Chief executive's unvested value

$87.6M

Gary B. Smith

Chief executive's share of the total

51.1%

Unvested Holdings by Named Executive

Named Executive	Award Types	Unvested Shares/Units	Market Value at Fiscal Year End	Share of Total
Gary B. Smith	RSU	461,459	$87,640,293	51.1%
Marc D. Graff	RSU	118,312	$22,469,815	13.1%
James E. Moylan, Jr.	RSU	66,836	$12,693,493	7.4%
Dino DiPerna	RSU	61,179	$11,619,115	6.8%
Jason Phipps	RSU	106,481	$20,222,873	11.8%
David M. Rothenstein	RSU	89,199	$16,940,674	9.9%

By Award Type

Award Type	Unvested Shares/Units	Market Value at Fiscal Year End	Award Rows
RSU	903,466	$171,586,263	43

43 of 43 disclosed award rows carry a market value.

Figures are unvested holdings at fiscal year end as disclosed in the Outstanding Equity Awards table. This page presents holdings, not a vesting timeline. Market values are the company's own fiscal-year-end values for stock awards (RSUs and PSUs); options carry no market value in that table and are not in these totals.

The filing states vesting as: RSU 4-year ratable; PSU 2-year vesting.

Peer Grant Watch — Large Executive Equity Awards

Peer	Executive	Title	Fiscal Year	Grant Date	Grant-Date Fair Value
COHR	James R. Anderson	Chief Executive Officer and President	FY2024	2024-06-03	$90,595,674
CDNS	Anirudh Devgan	President and Chief Executive Officer	FY2025	2025-03-17	$30,357,300
COHR	Sherri Luther	Chief Financial Officer and Treasurer	FY2025	2024-10-11	$20,421,178
NTNX	Rajiv Ramaswami	CEO	FY2026	2025-11-10	$17,654,724
COHR	James R. Anderson	Chief Executive Officer and President	FY2026	2025-08-28	$17,293,093
SNPS	Sassine Ghazi	President and Chief Executive Officer	FY2024	2023-12-12	$16,408,327
LITE	Michael Hurlston	President and Chief Executive Officer	FY2025	2025-02-07	$15,281,943
MSI	Jason J. Winkler	Executive Vice President and Chief Financial Officer	FY2024	2024-11-11	$14,439,067
SANM	Jure Sola	Chairman and Chief Executive Officer	FY2025	2024-12-16	$13,639,100
SANM	Jure Sola	Chairman and Chief Executive Officer	FY2024	2023-12-15	$12,872,500
NTNX	Rajiv Ramaswami	President and Chief Executive Officer	FY2025	2024-09-10	$12,552,618
FFIV	François Locoh-Donou	President and Chief Executive Officer	FY2025	2024-11-01	$12,083,010
SANM	Jure Sola	Chairman and Chief Executive Officer	FY2023	2022-12-15	$12,058,000
NTNX	Rajiv Ramaswami	President and Chief Executive Officer	FY2024	2023-08-29	$11,967,971
CDNS	Anirudh Devgan	President and Chief Executive Officer	FY2025	2025-03-17	$11,051,110

15 individual executive equity awards across the disclosed peer set, largest grant-date fair value first.

Awards excluded from the list: 0.

Average Director Tenure

12.9 years

Velarion reference 9 years

Board Independence

89%

Velarion reference 67%

Total Director Retainer

$320k

53rd peer percentile

Say-on-Pay Support

95.4%

FY2025 vote

Considerations at a Glance

Item	Company	Reference	Reference Basis
Average director tenure	12.9 years	9 years	Velarion average-tenure level
Directors with tenure over the average-tenure level	5	9 years	Velarion average-tenure level
Directors at the long-tenure mark or longer	4	15 years	Velarion long-tenure mark
Directors approaching the long-tenure mark	0	15 years	Velarion long-tenure mark
Board independence	89%	67%	Velarion independence level
Total director retainer	$320k	$320k	Peer median
Total retainer peer percentile	53rd	n=16	Peers with a fee schedule on file
Report-year say-on-pay support	95.4%	70%	ISS review level
Report-year say-on-pay support	95.4%	93, 90, 85	Velarion response bands in percent: enhanced disclosure, shareholder outreach, compensation recalibration
Velarion alignment-read concern level	moderate
ISS alignment-read concern band	LOW
Glass Lewis alignment-read concern band	MEDIUM

Next Disclosure Cycle

Next proxy disclosureFY2026

Say-on-pay vote frequencyannual

Most recent annual meeting2026-03-26

Directors retiring0

Say-on-Pay Record

Say-on-pay trendimproving

Lowest support in the window90.0%

Year of the lowest supportFY2023

Votes on record5

Disclosed Peer Set (FY2025 proxy) · 18 Named Peers

Ticker	Name	Group Type	Fee Data FY
AKAM	Akamai Technologies	Compensation	FY2025
CDNS	Cadence Design Systems	Compensation	FY2025
CALX	Calix	Compensation	FY2025
COHR	Coherent Corp	Compensation	FY2026
EXTR	Extreme Networks	Compensation	FY2026
FFIV	F5 Networks	Compensation	FY2025
JNPR	Juniper Networks	Compensation	FY2024
KEYS	Keysight Technologies	Compensation	FY2025
LOGI	Logitech	Compensation	FY2026
LITE	Lumentum	Compensation	FY2026
MSI	Motorola Solutions	Compensation	FY2025
NTAP	NetApp	Compensation	FY2026
NTNX	Nutanix	Compensation	FY2026
SANM	Sanmina	Compensation	FY2025
SNPS	Synopsys	Compensation	FY2025
VSAT	ViaSat	Compensation	FY2026
ZBRA	Zebra Technologies	Compensation	FY2025

Data Sources

Element	Source
Director compensation	Annual proxy statement
Fee schedule / committee premiums	Annual proxy statement
Say-on-Pay results	Current report on the annual meeting vote
CD&A narratives, governance	Annual proxy statement
Peer group composition	Annual proxy statement
Stock returns / TSR	Public market data

Methodology Notes

Compensation figures as reported in the Director Compensation Table of the FY2025 proxy.
Percentile calculations use the 17 disclosed peers with fee schedules available in the Velarion universe; each peer's fee data is from its own most recent fiscal year, shown in the peer table.
Market capitalization is the closing price as of 2026-10-30 multiplied by the common shares outstanding, counted common shares, as of 2026-08-28.
Alignment classifications reflect Velarion benchmarking analysis — directional only; they are not a published ISS or Glass Lewis determination.
The non-chair independent-director subtotal excludes employee directors and the board chair to isolate the independent-director cost base.

Alignment-Read Methodology — Reading the Scores Ciena Corp. (CIEN) \| FY2025 Board of Directors Compensation Review
The 2026 alignment read is an independent, directional computation from published ISS and Glass Lewis methodology; it is not an official score from either firm, nor a forecast of any recommendation or vote.
How to Read the 2026 Alignment-Read Scores Each policy carries an overall concern score on a scale up to 100, plus named sub-scores. Band scale: under 40 is low concern; from 40 up to (not including) 70 is medium; 70 and over is high. Direction is uniform: a higher score always means more potential concern. Mitigating factors (shareholder engagement, a disclosed rationale, a high performance-share weight, realizable pay under granted pay) lower a score rather than reversing the scale. “Partial” next to a sub-score means the test is scored without one of its framework inputs (for example realized pay or GAAP financials), so the score is directional, not a complete calculation. Sub-tests with no usable input are omitted entirely, never shown as zero. This is an independent read of how the frameworks reason from public methodology, not an official ISS or Glass Lewis score or a forecast of any advisor's recommendation. ISS 2026 Sub-Tests 5-Year Pay-Performance Lookback — How CEO pay has tracked shareholder return over a long horizon (from the multi-year relative-alignment score plus pay growth against long-run TSR, over windows of 3, 5 years). Higher when pay growth outruns long-run returns. Pay Multiple (1, 3-Year Windows) — CEO pay as a multiple of the peer median over short and medium windows; a multiple around 2.00x or higher is a classic overpay flag. Scored on the worse of the windows. Absolute Pay-TSR Alignment (Index Scope) — For index-in-scope issuers, the absolute gap between the multi-year pay trend and long-run TSR. Shown only when index membership is confirmed. Peer Group Construction — How sensitive the company's pay ranks are to peer-group construction, driven by peer-set quality and any pay-percentile-over-TSR-percentile misalignment. Qualitative Factors — Qualitative pay-for-performance factors: realizable-vs-granted pay, performance-share (PSU) weight, and overall alignment signals. Realized pay is not among this test's inputs, so this test is always partial. Say-on-Pay Responsiveness — Committee responsiveness in light of the Say-on-Pay vote; approval under 70% is the trigger, declining support raises concern, and disclosed shareholder engagement lowers it. Director Pay Pattern — Whether non-employee director pay has been elevated (median around $400k or more) across multiple fiscal years. Equity Plan Grant Practices — Equity-plan grant practices: performance-share weight, vesting length, plan overhang and burn rate; low performance weight, short vesting, or high dilution raise concern. Glass Lewis 2026 Tests Granted Pay vs TSR — Granted CEO pay percentile vs. TSR percentile; high pay against low TSR signals misalignment. Granted Pay vs Financials — Granted CEO pay vs. financial performance. GAAP financials are not among this test's inputs, so this is proxied by the pay-TSR-alignment score and the pay-return gap. STI Payout vs TSR — Actual annual-incentive (STI) payout as a percent of target vs. TSR; payouts over target alongside weak TSR raise concern, and alongside strong TSR read as aligned. NEO Pay vs Financials — Total granted pay across all named executives vs. financial performance (average NEO pay against the peer median; financials proxied). CAP vs TSR — Compensation Actually Paid vs. TSR. The CAP figure is not among this test's inputs, so it is proxied by the realizable-to-granted ratio; realizable pay over granted alongside weak TSR raises concern, and alongside strong TSR reads as aligned. Qualitative Modifier — A qualitative modifier drawn from alignment signals, disclosure flags, and the Say-on-Pay outcome. Scorecard Aggregate — The weighted roll-up of the numbered tests above into Glass Lewis's scorecard band, scored on a scale up to 100. CIC Discretion & Rationale — Committee discretion over unvested-award treatment on a change in control; discretion without a disclosed rationale is the 2026 flag, and single-trigger acceleration adds concern.

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Ciena Corp. (CIEN) · FY2025 Board of Directors Compensation Review

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