Board of Directors Compensation Review

Ciena Corp

Fiscal Year 2025 Board Governance Review

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

53rd

Comp Percentile

Total retainer vs. peers

89%

Independence

8 of 9 directors

95.53%

Say-on-Pay

FY2025 vote; prior: 94.56%

Moderate

Proxy-Advisor Screen

Velarion ISS-aligned directional

Thesis

Total director compensation of $320,000 positions at the 53rd percentile of peers, +$10,000 versus the $310,000 peer median. The company maintains 4 of 4 core governance provisions tracked by Velarion. Shareholder support at 95.53% diverges from the moderate proxy-advisor screen reading, giving the committee runway to pre-empt the next ISS cycle with sharpened rationale disclosure.

Calibration anchors as of August 2, 2026 (stock price $377.05; market cap $53.4B).

Recommended Direction

Director compensation sits near the peer median; disclosure of workload and oversight rationale is the prevailing peer practice at this positioning. Formalize a board refreshment succession plan ahead of the next proxy cycle to address tenure-driven proxy-advisor signals.

Key Findings

MODERATEPositioning

Total retainer at the 53rd of peers

Total director compensation of $320,000 sits +$10,000 versus a peer median of $310,000. Positioning provides cover to strengthen the rationale disclosure in the next proxy.

ELEVATEDRefreshment

Average tenure of 12.9 years exceeds the ISS 9-year threshold

4 directors carry tenure ≥ 15 years. ISS and Glass Lewis flag average board tenure above 9 years as a refreshment signal worth a formal succession plan.

MODERATEProxy Risk

ISS moderate concern with say-on-pay at 95.53%

The vote reflects strong shareholder support, against moderate proxy-advisor concern. The delta gives the board time to pre-empt the next ISS cycle with sharpened rationale disclosure on board-pay positioning.

Since the Last Disclosure

Activity since the last disclosure — $2.0M of equity awarded across 8 awards to 8 people since Nov 1, 2025. None of it reaches a compensation table until the FY2026 disclosure is published.

Shareholder vote in the current window — 95.53% support on Mar 26, 2026, with 0 awards granted before the vote and 8 after it.

8

Awards Granted

since the last disclosure

8

Directors Receiving

distinct recipients

$2.0M

Value of Awards

at each award-date close

Nov 1, 2025

Window Opened

first day after the disclosure period

Not Yet in Any Compensation Table

None of this reaches a compensation table until the FY2026 disclosure is published.

8 awards to 8 directors since Nov 1, 2025

Awards by Recipient

Director	Title	Award Date	Shares	Value
Lawton W. Fitt	—	Mar 26, 2026	862	$334k
Hassan Ahmed	—	Mar 26, 2026	605	$235k
Bruce L. Claflin	—	Mar 26, 2026	605	$235k
Patrick T. Gallagher	—	Mar 26, 2026	605	$235k
Devinder Kumar	—	Mar 26, 2026	605	$235k
Thomas Michael Nevens	—	Mar 26, 2026	605	$235k
Joanne Beth Olsen	—	Mar 26, 2026	605	$235k
Mary G. Puma	—	Mar 26, 2026	605	$235k

95.53% Support, Voted Mar 26, 2026

Most Recent Shareholder Vote on Pay

Shareholders voted during the current window. 0 of the awards on the preceding page were granted before that vote and 8 after it.

0 preceded the vote; 8 followed it.

The Vote

Item	Value
Support recorded	95.53%
Vote held	Mar 26, 2026
Relative to the current window	Inside the window
Awards granted before the vote	0
Awards granted after the vote	8

Activity Since

Since the Disclosure	Value
Awards since the disclosure closed	8
Recipients	8
Units awarded, all dated awards	5,097
Value of those awards	$2.0M

Everything Since the Last Disclosure Closed 17 awards to 17 people across executives and directors, between Dec 16, 2025 and Jun 22, 2026

Disclosure period closesEquity awardsShareholder voteToday

9

Total Directors

8 independent · 1 non-indep

89%

Independence

ISS threshold: 67%

12.9 yr

Avg Tenure

9 of 9 disclosed

Independent

Board Chair

Lawton W. Fitt

Board composition shows 4 of 9 directors with tenure exceeding 15 years: Lawton W. Fitt, Gary B. Smith, Bruce L. Claflin, Patrick T. Gallagher. Independence at 89% meets ISS standards. Average tenure of 12.9 years signals a need for planned refreshment over the next proxy cycle.

Director Roster — FY2025

Director	Independent	Employee	Committees	Tenure
Lawton W. Fitt (Chair)	Yes	No	Governance and Nominations Committee (Chair)	25 yr
Gary B. Smith	No	Yes	—	25 yr
Bruce L. Claflin	Yes	No	Audit	19 yr
Patrick T. Gallagher	Yes	No	Compensation Committee (Chair)	16 yr
T. Michael Nevens	Yes	No	Audit	11 yr
Joanne B. Olsen	Yes	No	Compensation Committee	7 yr
Devinder Kumar	Yes	No	Audit (Chair)	6 yr
Hassan M. Ahmed, Ph.D	Yes	No	Compensation Committee; Governance and Nominations Committee	5 yr
Mary G. Puma	Yes	No	Audit	2 yr

$345k

Median Indep Comp

Non-chair independent

$2.4M

Non-Chair Indep Comp

7 non-chair independent

53rd

Positioning

Total retainer vs. peers

9

Board Size

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
Bruce L. Claflin	$110,000	$234,971	$0	$0	$344,971
Devinder Kumar	$120,000	$234,971	$0	$0	$354,971
Gary B. Smith ‡	$0	$0	$0	$0	$0
Hassan M. Ahmed, Ph.D	$101,000	$234,971	$0	$0	$335,971
Joanne B. Olsen	$116,000	$234,971	$0	$0	$350,971
Mary G. Puma	$100,000	$234,971	$0	$0	$334,971
Patrick H. Nettles, Ph.D * ‡	$0	$0	$0	$66,475	$66,475
Patrick T. Gallagher	$110,000	$234,971	$0	$0	$344,971
T. Michael Nevens	$100,000	$234,971	$0	$0	$334,971
Total non-chair independent (7)	$757,000	$1,644,797	$0	$0	$2,401,797

$85K

Cash Retainer

50th percentile

$235K

Equity Retainer

53rd percentile

$320K

Total Retainer

53rd percentile

18

Peer Set Size

Disclosed proxy peers with fee data

Total Director Retainer vs. Peers

NTAP

$375K

MSI

$355K

KEYS

$350K

AKAM

$350K

FFIV

$335K

LOGI

$327K

EXTR

$325K

SNPS

$325K

CIEN

$320K

ZBRA

$310K

COHR

$310K

LITE

$305K

JNPR

$305K

NTNX

$300K

VISN

$290K

SANM

$275K

CDNS

$265K

CALX

$260K

Schedule of Director Fees

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	$1,000

Vesting & Equity Vehicle

Vehicle: RSUs
Director SOG: 5x cash retainer
Vesting: Per filed disclosure

Stock Ownership Guideline

5x cash retainer

Anti-Pledging / Anti-Hedging

Anti-pledging: In place
Anti-hedging: In place

CIEN Retainer-Only Mix (non-chair independent)

27%/73%

Cash / Equity — Retainer-Only

Cash retainer: $85,000 (27%)
Equity retainer: $235,000 (73%)
+2 ppt vs. peer median (71%)

Aggregate Paid — Context Only

Cash paid (incl. committee premiums and meeting fees): $757,000
Equity awards (grant-date fair value): $1,644,797
Not peer-compared — peer table uses retainer-only basis.

Peer Set — Cash vs Equity Mix

Peer	Cash Retainer	Equity Retainer	Total	Equity %
NTNX	$50K	$250K	$300K	83%
FFIV	$60K	$275K	$335K	82%
JNPR	$60K	$245K	$305K	80%
AKAM	$75K	$275K	$350K	79%
LOGI	$75K	$252K	$327K	77%
CALX	$60K	$200K	$260K	77%
NTAP	$90K	$285K	$375K	76%
LITE	$85K	$220K	$305K	72%
KEYS	$100K	$250K	$350K	71%
ZBRA	$90K	$220K	$310K	71%
COHR	$90K	$220K	$310K	71%
CDNS	$80K	$185K	$265K	70%
SANM	$85K	$190K	$275K	69%
MSI	$110K	$245K	$355K	69%
VISN	$90K	$200K	$290K	69%
EXTR	$110K	$215K	$325K	66%
SNPS	$125K	$200K	$325K	62%
VSAT	$70K	$0K	$70K	0%*

* Cash-only board compensation; no equity retainer disclosed per VSAT FY2025 proxy filing.

12.9

Average Tenure (yrs)

Across all directors

C

Refreshment Grade

Velarion methodology

1

New Indep Dirs (3 yr)

Independent additions

4

Directors 15+ Years

ISS / Glass Lewis watch

Tenure Distribution

0–3 years

1

4–7 years

3

8–12 years

1

13+ years

4

Long-Tenure Directors (ISS / Glass Lewis Watch)

Gary B. Smith — 25 years (at ISS watch threshold)
Patrick T. Gallagher — 16 years (at ISS watch threshold)
Lawton W. Fitt — 25 years (at ISS watch threshold)
Bruce L. Claflin — 19 years (at ISS watch threshold)

Disclosure Quality90/100Strong

STI 25/25 · LTI 25/25 · Gov 15/20 · Phil 15/15 · Design 10/15

Governance Provisions

Provision	Status
Director Stock Ownership Guideline	✓
Clawback Policy	✓
Anti-Hedging Policy	✓
Anti-Pledging Policy	✓

Score: 4/4 provisions in place

Anti-Pledging / Anti-Hedging

Anti-pledging: In place
Anti-hedging: In place
Tax gross-ups: None

Independence Profile

Board independence: 89% (8 of 9 directors)
Chair structure: Independent chair — Lawton W. Fitt
ISS independence threshold: 67% · subject clears the threshold.

Stock Ownership Guidelines

Director guideline: 5x cash retainer
Scope: Director-specific guideline disclosed in proxy
Peer prevalence: 15 of 18 disclosed-peer companies disclose director stock ownership guidelines
Holding period / compliance window: Per filed disclosure

95.53%

Latest SOP Approval

FY2025

A ↑

SOP Grade

Outlook: improving

5

Votes on Record

Most recent 5 of 6 disclosed

SoP Approval Trend

SoP Vote Detail

Year	Approval	For	Against	Result
FY2025	95.53%	114,515,974	5,360,579	Pass
FY2024	94.56%	114,787,685	6,602,755	Pass
FY2023	90.10%	109,616,628	12,044,975	Pass
FY2022	90.73%	113,423,177	11,590,520	Pass
FY2021	94.60%	118,626,832	6,777,983	Pass

SoP support recovered from a 90.1% trough in FY2023 to a 95.53% peak in FY2025, with an improving multi-year direction and two-year trailing run of gains; the committee interpreted this trajectory as validating unchanged program design.

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

#	Proposal	Proponent	Approval	Outcome
1	Director Election	Company	87.20%	Approved
3	Say-on-Pay (advisory)	Company	95.53%	Approved

Say-on-pay approval of 95.53% ran ahead of the rest of the ballot: the median of the 1 other proposal was 87.20% (8.33 pp below the pay vote).

CEO Pay Ratio

166:1

CEO pay as a multiple of median employee pay — FY2025

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

The ratio increased 17.7% from FY2024 (141:1) to FY2025 (166:1).

Market capitalisation $55.3B as of 2026-08-02. Market capitalisation is a point-in-time figure and is not stated 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% vs ISS 67% threshold (8 of 9 directors)
Refreshment	C	Average tenure 12.9 years; 1 new independent director added in last 3 years
Governance	A	4 of 4 core governance provisions in place (Director Stock Ownership Guideline, Clawback Policy, Anti-Hedging Policy, Anti-Pledging Policy)
Say-on-Pay	A ↑	Latest SoP approval 95.53% — strong shareholder support; outlook improving

Committee Chair Premium — Subject vs Peer Set

Premium	CIEN	Peer Median	Peer Min	Peer Max	n
Board Chair Premium	$100,000	$100,000	$35,000	$427,829	12
Lead Director Premium	$35,000	$35,000	$25,000	$100,000	11
Audit Chair	$35,000	$30,000	$15,000	$50,333	18
Comp Chair	$25,000	$20,000	$10,500	$50,333	18
Nom/Gov Chair	$15,000	$15,000	$10,000	$35,000	18

$2.8M

Aggregate Indep Comp

8 compensated independent directors (incl. chair, who is independent)

$2.4M

Eligible Aggregate

Independent, excluding chair; incl. departed

39th

Aggregate Cost Percentile

vs 18 disclosed peers

$2.9M

Peer Median Aggregate

Independent directors

Aggregate Independent Director Compensation — Subject vs Peers

SNPS

$8.6M

FFIV

$4.4M

COHR

$4.4M

LOGI

$4.0M

AKAM

$3.6M

NTAP

$3.3M

KEYS

$3.3M

JNPR

$3.0M

ZBRA

$3.0M

CDNS

$2.9M

LITE

$2.8M

CIEN

$2.8M

NTNX

$2.8M

MSI

$2.5M

EXTR

$2.2M

SANM

$2.1M

CALX

$2.0M

VISN

$1.9M

VSAT

$1.2M

Predicted ISS Qualitative Commentary

Velarion simulation

Ciena Corp.'s compensation program registers elevated concern on the Pay-TSR Alignment (PTA) screen, which reads medium concern with a score of -33.5 over the 5-year window, while the Pay-to-Median Ratio (PMR) and Pay-Performance Alignment (PPA) screens both read low. The November 2025 renewal of change-in-control agreements through 2028, with severance levels unchanged, surfaces alongside near-cap FY2025 payouts across all three incentive vehicles, a concentration pattern that peers such as NTAP and SNPS have addressed through relative modifiers or multi-year gates. Say-on-pay support improved to a 95.53% peak in FY2025 from a 90.1% trough in FY2023, though the committee's interpretation of this trajectory as validating unchanged design may attract scrutiny if FY2026 performance normalizes. The FY2026 grant cycle and 2027 annual proxy disclosure offer the earliest structural opportunities to recalibrate.

Board-Level Proxy Risk Indicators

Board Tenure Profile

12.9 yrs avg · 5 ≥9 yrs

high

Independent Director Ratio

89% (8 of 9)

low

Refreshment Cadence

1 new indep (last 3 yrs)

elevated

Recent Say-on-Pay (3 Years)

FY2025: 95.53%
FY2024: 94.56%
FY2023: 90.10%

Director-Specific Refreshment Flags

Gary B. Smith — 25-year tenure (ISS / Glass Lewis refreshment watch)
Patrick T. Gallagher — 16-year tenure (ISS / Glass Lewis refreshment watch)
Lawton W. Fitt — 25-year tenure (ISS / Glass Lewis refreshment watch)
Bruce L. Claflin — 19-year tenure (ISS / Glass Lewis refreshment watch)

Independent Alignment Read — 2026 Methodology Crosswalk

DQ: FULL

An independent alignment read that reflects how pay-for-performance frameworks reason — computed transparently from public methodology, and honest about its own completeness. Directional only: not an official ISS or Glass Lewis score, and not a forecast of any advisor’s recommendation or vote. Higher score = more potential concern (below 40 = low, 40–69 = medium, 70+ = high); a “partial” tag means that sub-test used the inputs available, not a complete calculation. See the methodology section for what each score measures.

ISS 2026 methodology crosswalk (directional)

26LOW concern/ 100

5-Year Pay-Performance Lookback12

Pay Multiple (1y & 3y Windows)5

Absolute Pay-TSR Alignment (Index Scope) · partial28

Peer Group Construction38

Qualitative Factors · partial78

Say-on-Pay Responsiveness10

Director Pay Pattern · partial15

Equity Plan Grant Practices · partial25

Glass Lewis 2026 methodology crosswalk (directional)

50MEDIUM concern/ 100

Test 1 — Granted Pay vs TSR39

Test 2 — Granted Pay vs Financials · partial39

Test 3 — STI Payout vs TSR82

Test 4 — NEO Pay vs Financials · partial28

Test 5 — CAP vs TSR · partial100

Test 6 — Qualitative Modifier · partial44

Scorecard Aggregate · partial53

CIC Discretion & Rationale · partial30

What Changed Year-over-Year (FY2024 → FY2025) Deterministic diff vs FY2024 — proxy disclosures + peer group

Disclosed Peer Group: count 19 → 18; −1 (ANET)
LTI Vehicle Mix: no net change.
LTI / PSU Metric Set: +2 (Adjusted EPS, Sales Orders); −1 (Financial goals)

Disclosed Peer Set — Compensation & Market Snapshot

Peer	Market Cap	Total Retainer	Equity %	1-yr TSR	n directors
NTAP	$35.0B	$375K	76%	74.4%	12
MSI	$72.3B	$355K	69%	0.4%	10
KEYS	$54.5B	$350K	71%	94.7%	12
AKAM	$16.7B	$350K	79%	50.9%	12
FFIV	$22.9B	$335K	82%	28.4%	12
LOGI	$14.7B	$327K	77%	11.9%	12
EXTR	$3.9B	$325K	66%	70.7%	7
SNPS	$74.4B	$325K	62%	-38.6%	14
ZBRA	$14.0B	$310K	71%	-13.3%	12
COHR	$51.4B	$310K	71%	144.3%	14
LITE	$55.5B	$305K	72%	548.6%	11
JNPR	—‡‡	$305K	80%	—‡‡	10
NTNX	$16.0B	$300K	83%	-21.5%	11

Peer set continues on the following page(s).

Disclosed Peer Set — Compensation & Market Snapshot (continued)

Peer	Market Cap	Total Retainer	Equity %	1-yr TSR	n directors
VISN	$2.6B	$290K	69%	193.4%	10
SANM	$9.9B	$275K	69%	59.9%	8
CDNS	$93.6B	$265K	70%	-6.7%	11
CALX	$2.3B	$260K	77%	-36.7%	10
VSAT	$10.6B	$70K‡	0%	368.2%	7

‡ Total retainer not separately disclosed; cash retainer shown.

‡‡ Market cap, 1-year TSR, and director count not in current Velarion data feed (JNPR).

Peer Set Composition

Comparability appears weaker than it first reads; several members sit far enough from the company on size or business mix to soften the set as a benchmark.

17 of 18 disclosed peers analyzed · 7 independently supported · 10 merit review

The members that merit review do so primarily on business mix and size comparability.

Year-over-Year Changes

0

Added

FY2025

-1

Dropped

from FY2024

18

Retained

carried forward

95%

Retention

of prior-year set

Dropped (1): Arista Networks, Inc. (ANET)

Interpretation The committee left the peer set largely intact (1 dropped from the prior-year group of 19 companies), narrowing the comparison set.

Peer Say-on-Pay Distribution most recent disclosed vote per peer

Below 70%

0

70–80%

1

80–90%

3

90–95%

10

95–100%

4

Peers with a vote	Median	Low	High	Below 70%
18	92.75%	79.00%	99.12%	0

Ciena Corp most recently recorded 95.53% support — the 95–100% band, at the 83th percentile of its disclosed peer group.

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

Peer Group Reciprocity who-knows-you reverse lookup

7 of 18

disclosed peers that name Ciena Corp in their own peer group — 39%

Peer-level reciprocity detail is being reconciled for Ciena Corp and is not shown; the count above is the canonical figure.

Reciprocity is the share of a company's own disclosed peers that select it in return. A high share indicates a peer group the market agrees with; a low share indicates a group selected on criteria the peers themselves do not apply, which proxy advisors scrutinise. One-way selection is not by itself a defect — size, business-mix and talent-market reasons can each justify it — but it is the question a compensation committee should expect to be asked.

Unvested Equity — Value at Risk FY2025 year-end holdings

$171.6M

unvested equity held by named executives at FY2025 year end — 903,466 shares/units

Named Executive	Award Types	Unvested Shares/Units	Unvested Market Value	Share of Total
Gary Smith	RSU	461,459	$87.6M	51.1%
Marc Graff	RSU	118,312	$22.5M	13.1%
Jason Phipps	RSU	106,481	$20.2M	11.8%
David Rothenstein	RSU	89,199	$16.9M	9.9%
James Moylan	RSU	66,836	$12.7M	7.4%
Dino DiPerna	RSU	61,179	$11.6M	6.8%

The chief executive holds $87.6M of the $171.6M total — 51.1% of unvested value across the named executive group.

By Award Type

Award Type	Unvested Shares/Units	Unvested Market Value	Award Rows
RSU	903,466	$171.6M	43

Figures are unvested holdings at fiscal year end as disclosed in the Outstanding Equity Awards table. Vesting dates are not part of that table's disclosure, so no vesting schedule or time-based ladder is presented. Market values are as disclosed by the company.

Peer Grant Watch — Large Executive Equity Awards (> $10M)

Peer	Executive	Title	FY	Grant Date	Grant-Date Fair Value
COHR	James R. Anderson	CEO	FY2024	2024-06-03	$90.6M
CDNS	Anirudh Devgan	CEO	FY2025	2025-03-17	$30.4M
NTNX	Rajiv Ramaswami	CEO	FY2025	not disclosed	$20.8M
COHR	Sherri Luther	CFO	FY2025	2024-10-11	$20.4M
SNPS	Sassine Ghazi	CEO	FY2024	2023-12-12	$16.4M
LITE	Michael Hurlston	CEO	FY2025	2025-02-07	$15.3M
MSI	Jason J. Winkler	CFO	FY2024	2024-11-11	$14.4M
SANM	Jure Sola	CEO	FY2025	2024-12-16	$13.6M
SANM	Jure Sola	CEO	FY2024	2023-12-15	$12.9M
NTNX	Rajiv Ramaswami	CEO	FY2024	2024-09-10	$12.6M
SANM	Jure Sola	CEO	FY2023	2022-12-15	$12.1M
CDNS	Anirudh Devgan	CEO	FY2025	2025-03-17	$11.1M
ZBRA	William Burns	CEO	FY2025	not disclosed	$11.0M
COHR	James R. Anderson	CEO	FY2024	2024-06-03	$10.3M

14 individual executive equity awards with a grant-date fair value above $10 million across the disclosed peer set, most recent fiscal years first.

Recommended Considerations — issue · why it matters · proposed calibration

1.MEDIUMRefreshment

Develop a board refreshment succession plan with specific retirement targets for directors approaching 15-year tenures. Average tenure of 12.9 years exceeds the ISS 9-year flag threshold and creates proxy-advisor concern alongside the moderate Velarion proxy-advisor screen reading.

2.MEDIUMDisclosure

Enhance proxy disclosure explaining the rationale for the $320,000 total retainer (53rd percentile) by documenting committee workload, meeting frequency, and strategic oversight responsibilities supporting peer-median positioning.

3.MEDIUMSay-on-Pay

Formalize explicit say-on-pay thresholds that trigger formal board response: enhanced disclosure if support drops below 93%, shareholder outreach if below 90%, and compensation recalibration if below 85%. Current 95.53% approval provides runway to establish clear governance triggers before any concern emerges.

What to Watch Next Year

If say-on-pay support falls below 90% in the upcoming proxy cycle, engage the top 10 shareholders by vote weight to communicate the rationale for current board-pay positioning.
Monitor board refreshment given 12.9-year average tenure. If any director reaches 15 years before the next annual meeting, prepare a succession-narrative section for the proxy.

Disclosed Peer Set

Ticker	Name	Group Type	FY
LITE	Lumentum	Compensation	2025
VSAT	ViaSat	Compensation	2025
EXTR	Extreme Networks	Compensation	2025
KEYS	Keysight Technologies	Compensation	2025
CDNS	Cadence Design Systems	Compensation	2025
SNPS	Synopsys	Compensation	2025
JNPR	Juniper Networks	Compensation	2025
FFIV	F5 Networks	Compensation	2025
SANM	Sanmina	Compensation	2025
LOGI	Logitech	Compensation	2025
NTNX	Nutanix	Compensation	2025
MSI	Motorola Solutions	Compensation	2025
NTAP	NetApp	Compensation	2025
VISN	CommScope	Compensation	2025
CALX	Calix	Compensation	2025
ZBRA	Zebra Technologies	Compensation	2025
AKAM	Akamai Technologies	Compensation	2025
COHR	Coherent Corp	Compensation	2025

Data Sources

Element	Source
Director compensation	Annual proxy statement
Fee schedule / committee premiums	Annual proxy statement
Say-on-Pay results	8-K
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 most recent proxy.
Percentile calculations use the disclosed peer set with fee schedules available in the Velarion universe.
ISS classifications reflect Velarion benchmarking analysis — directional only; formal ISS determinations made annually.
Aggregate board cost excludes employee directors and the board chair to isolate the independent-director cost base.

How to Read the 2026 Alignment-Read Scores

Each policy carries an overall 0-100 concern score plus named sub-scores. Band scale: below 40 = low concern, 40-69 = medium, 70 and above = high. Direction is uniform: higher always means more potential concern — favorable factors (shareholder engagement, disclosed rationale, high performance-share weight, realizable pay below granted) lower a score rather than reversing the scale. “Partial” next to a sub-score means it was computed from the inputs available for that specific test — an underlying data point (e.g., realized pay or GAAP financials) is not in our dataset, so the score is directional on what we hold, 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 five-year horizon (from the multi-year relative-alignment score plus 3-year pay growth vs. 5-year TSR). Higher when pay growth outruns long-run returns.

Pay Multiple (1y & 3y Windows) — CEO pay as a multiple of the peer median over 1- and 3-year windows; a multiple around 2x or higher is a classic overpay flag. Scored on the worse of the two windows.

Absolute Pay-TSR Alignment (Index Scope) — For index-in-scope issuers, the absolute gap between the multi-year pay trend and 5-year 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-above-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 in our dataset, so this test is always partial.

Say-on-Pay Responsiveness — Committee responsiveness in light of the Say-on-Pay vote; approval below 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 sub-tests

Test 1 — Granted Pay vs TSR — Granted CEO pay percentile vs. TSR percentile; high pay against low TSR signals misalignment.

Test 2 — Granted Pay vs Financials — Granted CEO pay vs. financial performance. GAAP financials are not in our dataset, so this is proxied by the pay-TSR-alignment score and the pay-return gap.

Test 3 — STI Payout vs TSR — Actual annual-incentive (STI) payout as a percent of target vs. TSR; payouts above target alongside weak TSR raise concern.

Test 4 — NEO Pay vs Financials — Total granted pay across all named executives vs. financial performance (average NEO pay against the peer median; financials proxied).

Test 5 — CAP vs TSR — Compensation Actually Paid vs. TSR. The 'CAP' figure is not extracted, so this is proxied by the realizable-to-granted ratio.

Test 6 — Qualitative Modifier — A qualitative modifier drawn from alignment signals, disclosure flags, and the Say-on-Pay outcome.

Scorecard Aggregate — The weighted roll-up of Tests 1-6 into Glass Lewis's 0-100 scorecard band.

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