Executive Summary |
CEO Total Comp · FY2025 $18.5M Gary B. Smith · 59th vs. peers Say-on-Pay · FY2025 95.39% Most recent vote STI Payout · FY2025 170% Actual, % of target Thesis CEO pay ranked at the 59th percentile of peers, above the peer median, while the one-year shareholder return ranked at the 80th percentile, and pay trails that return. Total pay of $18.5M sits above the peer median of $18.0M after it rose +31.6%, a level the committee has to weigh when pay is read against the return. The question for the committee is whether the annual incentive again pays above target after paying 170% of target for FY2025. Top Findings The CEO's pay rank of 8th of 18 sits in the middle of the comparison, but the three-year growth rate of +15.5% a year is lower than the peer median of +20.7% a year, and the committee may want to evaluate whether pay growth that trails the peer median is a position it intends to hold. Five-year CEO pay growth of +10.6% a year is below the five-year shareholder return of +45.1% a year, and the three-year pay rank sits below the three-year return rank by 34 percentile points, so the growth readings raise no alignment concern. Equity remains the largest element of CEO pay at 79.0% for FY2025, down from 85.7% in the prior year, and the committee may want to evaluate whether performance shares stay at 36% of long-term incentives. Priority Actions Disclosure keep one-time awards and discretion out of the CD&A: more flagged items would raise concern in a Glass Lewis review. With Qualitative Modifier at 44 and the overall Glass Lewis score at 42, the medium concern reading leaves the committee's disclosure open to scrutiny. Peer Group keep the peer group close to the company in size and industry: a looser peer group would raise concern in an ISS review. With Peer Group Construction at 40 and the overall ISS score at 23, the medium concern reading leaves the committee's selection of comparison companies open to scrutiny. Positioning at a Glance Disclosed peers18 Peer median CEO total comp$18.0M CEO pay vs. peer median1.03x CEO pay rank8th of 18 One-year TSR+84.6% One-year TSR percentile80th CEO pay ratio166:1 Market capitalization$49.55B |
Equity Awards Granted After Fiscal Year-End | ||||||||||||||||||||||||||||||||||||||||||||||||||
Awards Granted 9 since the last disclosure Executives Receiving 9 distinct recipients Value of Awards $20.5M at each award-date close Window Opened 2025-11-01 first day after the disclosure period Not Yet in a Compensation TableNone of this reaches a compensation table until the FY2026 disclosure is published. 9 awards to 9 executives since 2025-11-01. Awards by Recipient
Excluded from the totals above, as not current-year awards: 11 award lines; 351,182 shares. Each line, its date and its accession print on the Data Sources & Methodology page. |
Say-on-Pay Vote and Grant Timing | ||||||||||||||||||||||
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 Pay8 of the 9 executive awards granted after fiscal year-end came before the 2026-03-26 vote; the other 1 came after it. The Vote
Activity After Fiscal Year-End
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Equity Activity After Fiscal Year-End | |||||||||||||||
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
Shares the executives acquired other than as awards are not counted here; they are listed on the Equity Awards Granted After Fiscal Year-End page. |
Pay-for-Performance Analysis | ||||||||||||
CEO Compensation — Historical Trend Total compensation (Summary Compensation Table)Report year Pay Analysis CEO pay sits at the 59th percentile of peers, below the three-year shareholder return at the 93rd percentile and the one-year return at the 80th percentile, so pay trails performance. The CEO's pay rose +31.6% for FY2025 and grew +15.5% a year over FY2022-FY2025, yet the peers' median pay growth was +20.7% a year, faster, while the annual incentive paid 170% of target. Glass Lewis reads 42 out of 100, medium concern, and ISS reads 23, low concern, with Qualitative Factors carrying the most concern at 54. The committee may want to evaluate whether pay below the return rank is the intended position or only the peer group's faster pay growth. Positioning Summary
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Pay-for-Performance Outcomes | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-Term Incentive Design (FY2025)
TSR Context
Market returns as of 2026-10-29, not the pay-versus-performance TSR in the proxy. Peer percentile among the 18 disclosed peers. ISS does not publish a five-year quantitative peer percentile. Short-Term Incentive Scorecard (FY2025)
Realizable Pay Summary (FY2025)
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 |
CEO Compensation Detail — Gary B. Smith | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
President and CEO · Active Peer PositioningPositioned at the 59th percentile versus 17 disclosed peer CEOs (median $18.0M). Difference from the peer median: +3% ($510k). Summary Compensation Table History · Gary B. Smith
Compensation Mix · FY2025
Year-over-Year Change
Total Compensation Growth Total compensation, one-year change+31.6% · FY2024-FY2025 Three-year compound annual rate+15.5% · FY2022-FY2025 Five-year compound annual rate+10.6% · FY2020-FY2025 Years on file as CEO10 |
CFO Compensation Detail — Marc D. Graff | ||||||||||||||||||||||||||||||||||||
SVP and CFO · Active Peer PositioningPositioned at the 94th percentile versus 17 disclosed peer CFOs (median $6.9M). Difference from the peer CFO median: +88.7% ($6.1M). Summary Compensation Table History · Marc D. Graff
Compensation Mix · FY2025
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Executive Compensation Detail — Jason Phipps | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SVP, Global Customer Engagement · Active Summary Compensation Table History · Jason Phipps
Not a named executive officer in: FY2022. Compensation Mix · FY2025
Year-over-Year Change
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Executive Compensation Detail — David M. Rothenstein | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SVP, Chief Strategy Officer and Secretary · Active Summary Compensation Table History · David M. Rothenstein
Not a named executive officer in: FY2022. Compensation Mix · FY2025
Year-over-Year Change
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Executive Compensation Detail — Dino DiPerna | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SVP, Global R&D · Active Summary Compensation Table History · Dino DiPerna
Compensation Mix · FY2025
Year-over-Year Change
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Executive Compensation — Named Executive Officers | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary Compensation Table · FY2025
Aggregate Named Executive Officer Compensation · FY2025
Total Compensation · FY2025 CEOOther named executive officers |
Internal Pay Equity | ||||||||||||||||||
CEO : CFO 1.43x total compensation CEO : Median Other NEO 3.91x total compensation Cohort-Implied CEO : CFO 2.62x peer-median total compensation Underlying Figures · FY2025
Ratios express the CEO's total compensation relative to the CFO and to the median of the other active named executive officers, as disclosed in the Summary Compensation Table. The cohort-implied ratio applies the same-position peer medians for the CEO and CFO roles; it is shown only when both roles meet the peer data-count threshold. |
Executive Compensation Benchmarking | |||||||||||||||||||||
Per-Position Benchmarking · 18-company disclosed peer set · FY2025
Peer median: the median of the most recent disclosed total compensation for the same position across the named peers. Peer coverage (n): the count of same-role peers with disclosed compensation. A role needs 3 same-role peers for a median, percentile and gap; a role short of that prints Not applicable. A coverage count under 7 is a low-coverage reading. Percentile: rank within the subject plus peer universe. Non-Benchmarked Executives · Role Not Mapped to a Peer Position
Benchmarking Reference CFO total comp as a share of CEO total comp70.1% Peer median CFO total comp as a share of peer median CEO total comp38.2% CEO-to-CFO pay multiple1.43x Peer median CEO-to-CFO multiple2.62x Peer-set quality score49 Peer-set quality reliability level60 |
Annual Incentive — Payout vs. Target | ||||||||||||||||||||||||
Ciena Corp. · Annual Incentive Payout
Peer Payout Coverage Disclosed peers18 Peers that report a payout11 Peers whose filing states no payout6 Reporting peers whose payout is a percentage of target9 Reporting peers with no payout basis (not compared)2 Peers paid short of target (among those paid as a percentage of target)0 Peers Whose Filing States No Payout
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Compensation Positioning | |||||||||||||||||||||||||||||||||
Peer Positioning · FY2025 CEO Total Compensation vs. Disclosed Peer CEOs · FY2025 CIEN CEOPeer median and peer CEOs Positioning Analysis At the 59th percentile of peers, Gary B. Smith's pay for FY2025 sits above the peer median. Gary B. Smith did not take the role during the year, and the rise in pay is measured against the same person's prior-year pay. Pay rose +31.6% in FY2025, yet three-year growth of +15.5% a year was below the peers' median of +20.7% a year. At-Risk Pay Mix · CEO FY2025 Share of CEO Total Compensation · FY2023-FY2025
Variable (performance- or equity-based) share94.1% Fixed share5.9% LTI designRSU 40%; PSU 36%; MSU 24% Peer Positioning (CEO TDC)
Pay-Mix Analysis The at-risk share of CEO pay rose to 94.1% from 92.7% the prior year. The equity share of CEO pay fell to 79.0% from 85.7% the prior year. |
Realizable Pay Analysis | ||||||||||
Granted vs. Realizable Compensation Granted (Summary Compensation Table total)Realizable pay Realizable Pay Summary
Unvested Equity Value: FY-End vs. Current NRV at FY-end close ($189.92)NRV at valuation price ($349.45) What realizable unvested equity includes: stock awards and options, options at intrinsic value, all at $349.45 per share. The Unvested Equity page shows stock awards only, at the company's disclosed fiscal-year-end market values: a different measure. |
Change-in-Control & Severance Provisions | ||||||||||||||||||||||||||||||||||||||
Change-in-Control & Termination Provisions
“Plan-based” indicates severance and change-in-control benefits are determined under the company's U.S. Executive Severance Benefit Plan and equity plan change-in-control provisions rather than a stated per-executive multiple; calculated payout amounts are disclosed in the proxy's termination-payments table. Key Program Provisions
CEO Agreement Terms Proxy statement filed2026-02-12 Agreement source filing2025-12-12 Severance right endsNot disclosed in the filing CIC benefits continuation (months)18 Non-compete (months)12 Non-solicit (months)12 Excise-tax treatmentCutback Agreement expiration2028-11-30 |
Quantified Termination Economics | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quantified Termination & Change-in-Control Economics · FY2025
Excise-tax treatment (CEO agreement): Cutback. Amounts reflect estimated payments upon the stated triggering event as disclosed in the proxy statement; actual amounts depend on the timing and circumstances of any separation. |
Equity Award Details | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Grants of Plan-Based Awards — FY2025 (CEO)
Other Named Executive Officer Equity Awards — FY2025
LTI Design Summary LTI MixRSU 40%; PSU 36%; MSU 24% Performance MetricSales Orders, Adjusted EPS Vesting PeriodRSU 4-year ratable; PSU 2-year vesting CEO grant vehicles · FY2025PSU, RSU Equity grant details are sourced from the Grants of Plan-Based Awards table in the annual proxy statement. Grant date fair values for PSU and RSU awards reflect Monte Carlo simulation and/or the closing price on the grant date as disclosed. The full vesting schedule and performance conditions appear in the company's annual proxy statement. |
Unvested Equity — Value at Risk | |||||||||||||||||||||||||||||||||||||||||||
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
By Award Type
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 Realizable Pay page values unvested equity differently: stock awards and options (options at intrinsic value), at $349.45 per share. The filing states vesting as: RSU 4-year ratable; PSU 2-year vesting. |
Say-on-Pay & Shareholder Voting | |||||||||||||||||||||||||||||||||||||||||||||||||
Support by Year SupportISS review level Say-on-Pay Analysis Say-on-pay support rose in each of the last 2 year-over-year comparisons through FY2025. Say-on-pay support was above 70%, the level below which ISS reviews the board's response to the vote. Vote Profile Latest voteFY2025 Vote frequencyannual Change from the prior year+93 bps Peak support95.4% Peak yearFY2025 Lowest support90.0% Lowest yearFY2023 Percentile among peers82nd Say-on-Pay Vote History
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CEO Pay Ratio | ||||||||||||
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
Pay Ratio Analysis The ratio of CEO pay to median employee pay rose to 166:1 from 141:1 the prior year. Ratio Profile Prior fiscal yearFY2024 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. |
Compensation Peer Group | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Named Peer Group (FY2025 proxy) · 18 Named Peers
Peer-Set Construction Quality Peer-Set Quality Score 49 Peers Naming the Company 7 of 17 with a peer group on file Disclosed peers18 Named peers without a US ticker1 Reciprocity41.2% Size outliers3 Size outlier tickersCALX, EXTR, SANM Peers sharing the primary sector3 |
Peer Say-on-Pay Distribution | ||||||||||
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
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 |
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. |
Peer Set Construction Notes |
Peer-Set Quality Score 49 Reciprocity 41.2% 7 of 17 peers Sector Overlap 3 Peers sharing the primary sector Size Outliers 3 CALX, EXTR, SANM Size Comparability Disclosed peers18 Size outliers3 Size outlier tickersCALX, EXTR, SANM Reciprocity Peers naming the company7 Peers with a peer group on file17 Reciprocity41.2% Peers not naming the company10 Sector Alignment Peers sharing the primary sector3 Share of disclosed peers17.6% Year-over-Year Continuity Peers in the FY2024 set19 Peers in the FY2025 set17 Additions since FY20240 Removals since FY20242 Retention of the prior-year set89.5% |
Peer Set — Year-over-Year Evidence | |||||||||
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
Set Size Peers in the FY2024 set19 Peers in the FY2025 set17 |
Incentive Design — Peer Comparison | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure Quality 90 Disclosure points Philosophy 15 of 15 Disclosure points STI 25 of 25 Disclosure points LTI 25 of 25 Disclosure points Design 10 of 15 Disclosure points Governance 15 of 20 Disclosure points What Changed Year-over-Year (FY2024 → FY2025)
LTI Design — Ciena Corp.
STI Payout Structure
PSU Payout Scale Threshold payout50% Maximum payout200% Incentive Design — Ciena Corp. vs. Named Peers
Named peers: 18; with a disclosed incentive design: 17. |
Key Observations | |||||||||||||||||||||||||||||
Governance Observations The company has an anti-hedging policy. The company has an anti-pledging policy. The company has a clawback policy. Policy Coverage Policies reviewed6 Policies with a position on file4 Policies the filing does not address2 Governance Policies
What to Watch Next Year Next Disclosure Cycle Next proxy disclosureFY2026 Say-on-pay vote frequencyannual Most recent annual meeting2026-03-26 Where the Next Vote Starts Most recent say-on-pay voteFY2025 Report-year say-on-pay support95.4% Say-on-pay trendimproving ISS review level70% Design changes recorded year over year4 Items the Report-Year Filing Does Not Disclose
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Data Sources & Methodology | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Primary Data Sources
Methodology Notes
Realizable Pay Methodology
Excluded Award Lines — Settlements of Awards from Earlier Years
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Alignment-Read Methodology — Reading the Scores |
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
Glass Lewis 2026 Tests
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Important Disclosures |
This report is provided for informational purposes only and does not constitute investment, legal, tax, accounting, compensation, or other professional advice. It is based on public filings and other information believed to be reliable as of the report date, but Velarion does not guarantee completeness, accuracy, or currentness. Users are responsible for their own decisions and should review original source materials and consult appropriate advisors. References to ISS and Glass Lewis methodology reflect application of their publicly disclosed proxy voting guidelines and are analytical and directional only. Actual recommendations may differ. Realizable pay estimates value unvested equity at a stock price of $349.45 as of 2026-10-30. Future stock price movements will change the realizable value of unvested equity. Past total shareholder return is not indicative of future returns. This report is the property of Velarion Company Intelligence. Reproduction or redistribution of this report should retain the Velarion attribution. Velarion Company Intelligence. All rights reserved. | intel.velarion.ai |