Executive Compensation Review

Ciena Corp

Fiscal Year 2025 Executive Compensation Review

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

$18.5M

CEO Total Comp · FY2025

Gary Smith · 61st vs. peers

95.53%

Say-on-Pay · FY2025

Most recent annual vote

9.60×

Realizable / Granted

$177.9M realizable††

170%

STI Payout · FY2025

Actual % of target

Thesis

CEO Gary Smith's $18.5M total compensation at the 61st percentile against 88th-percentile 1-year TSR and 94th-percentile 3-year TSR generates a -27 pay-return drift and medium proxy-advisor screen on Pay-TSR Alignment, with realizable pay of $177.9M (9.60× granted) accumulating substantial wealth that will attract ISS qualitative scrutiny in the 2026 report. The committee must reset PSU performance periods from one year to three years for the FY2026 grant cycle, eliminate revenue and EPS overlap between STI and PSU metrics by introducing multi-year cumulative cash flow or earnings in the PSU design, and publish explicit target-percentile anchoring in the FY2026 CD&A before the March 2027 annual meeting.

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

Priority Actions

P1Incentive Design

One-year PSU performance periods for sales orders and adjusted EPS sit alongside three-year MSUs with relative TSR, creating a structural horizon mismatch that weakens long-term performance differentiation.

P2Incentive Design

Revenue and operating income/EPS metrics span both STI (40% revenue weight) and PSU (50% sales orders, adjusted EPS), blurring performance differentiation between annual and long-term horizons.

P3CD&A Alignment

The CD&A states third-quartile equity targeting but discloses no target percentile for total compensation, leaving the 61st percentile outcome unexplained and preventing shareholders from assessing whether positioning is intentional or drift.

Since the Last Disclosure

Activity since the last disclosure — $94.2M of equity awarded across 9 awards to 9 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 8 awards granted before the vote and 1 after it.

9

Awards Granted

since the last disclosure

9

Executives Receiving

distinct recipients

$94.2M

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.

9 awards to 9 executives since Nov 1, 2025

Awards by Recipient

Executive	Title	Award Date	Shares	Value
Gary B. Smith	President, CEO	Dec 16, 2025	242,552	$50.9M
Jason Phipps	SVP Global Sales and Marketing	Dec 16, 2025	51,214	$10.7M
David Rothenstein	SVP and Chief Strategy Officer	Dec 16, 2025	40,722	$8.5M
Joseph Cumello	SVP, General Mgr. Blue Planet	Dec 16, 2025	29,411	$6.2M
Dino DiPerna	SVP Global R&D	Dec 16, 2025	21,707	$4.6M
Brodie Gage	SVP Global Products & Supply	Dec 16, 2025	19,959	$4.2M
Sheela Kosaraju	SVP and General Counsel	Dec 16, 2025	19,721	$4.1M
Grant Hoffman	SVP Chief Supply Chain Officer	Jun 22, 2026	6,517	$3.0M
Marc Graff	SVP & Chief Financial Officer	Dec 16, 2025	9,293	$2.0M

95.53% Support, Voted Mar 26, 2026

Most Recent Shareholder Vote on Pay

Shareholders voted during the current window. 8 of the awards on the preceding page were granted before that vote and 1 after it.

8 preceded the vote; 1 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	8
Awards granted after the vote	1

Activity Since

Since the Disclosure	Value
Awards since the disclosure closed	9
Recipients	9
Units awarded, all dated awards	441,096
Value of those awards	$94.2M

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

CEO Compensation — Historical Trend

Base SalaryCash IncentiveEquity AwardsOther

Pay Analysis

CEO total compensation of $18.5M sits at the 61st percentile in this limited peer set, above SANM ($18.2M) and below SNPS ($19.6M), with the 1.09x peer-median multiple reflecting restrained positioning given 88th-percentile 1-year TSR. The pay-performance gap of -27 points and PTA screen reading MEDIUM suggest the committee may wish to examine whether the FY2026 grant design sharpens the performance linkage ahead of the March 2027 annual meeting.
CEO pay is positioned above median but below top-quartile peers, with a widening STI share and favorable TSR performance creating a pay-performance tension that the FY2026 design cycle could address.
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.
The incentive program combines a well-calibrated STI formula with a hybrid LTI structure, but the one-year PSU horizon and metric overlap between STI and LTI weaken long-term performance differentiation relative to peers with one-year cumulative PSU designs.

Positioning Summary

Metric	Rank	Percentile
CEO Total Comp	#8 of 18	61st
1-Year TSR	#3 of 18	88th
3-Year TSR	#2 of 18	94th

Short-Term Incentive Design (FY2025)

Metric	Design / Payout
STI Metrics	Revenue, Adjusted Operating Income, Corporate Objectives
Target Payout (% of salary)	150%
Maximum Payout (% of target)	185%
Performance Period	Annual
FY2025 Actual Payout (% of target)	170%

Short-Term Incentive Scorecard (FY2025)

Metric	Weight
Revenue	40%
Adjusted Operating Income	30%
Corporate Objectives	30%

Goal levels and attainment are not shown: the source filing discloses the metrics used in this plan, and their weightings, but does not disclose the target level set for any metric or the level achieved against it.

Realizable Pay Summary (FY2025)

Executive	SCT Total	Realizable	Ratio
Gary Smith	$18.5M	$177.9M	9.60×
Marc Graff	$13.0M	$45.1M	3.47×
Jason Phipps	$5.2M	$41.7M	7.96×
David Rothenstein	$4.2M	$35.0M	8.27×
James Moylan, Jr.	$1.4M	$26.6M	18.65×
Dino DiPerna	$3.8M	$24.3M	6.39×

TSR Context

Period	TSR	Peer Pctile
1-Year	306.1%	88th
3-Year Cumulative	771.8%	94th
5-Year Cumulative	552.0%	n/a¹

TSR sourced from Velarion market data (ISS-aligned 1y/3y horizons and 5y cumulative return). Peer percentile based on the 18-company peer cohort. ¹ ISS does not publish a 5-year quantitative peer percentile.

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

President and CEO · Active

Positioned at the 61st percentile versus 18 disclosed peer CEOs (median $17.0M).

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2020	$950,000	$8,099,986	$1,188,000	$18,461	$10,256,447
FY2021	$1,000,000	$8,099,997	$1,950,000	$22,424	$11,072,421
FY2022	$1,000,000	$11,700,022	$1,820,000	$23,789	$14,543,811
FY2023	$1,000,000	$12,933,210	$1,485,000	$13,200	$15,431,410
FY2024	$1,019,231	$12,069,792	$975,000	$12,750	$14,076,773
FY2025	$1,075,000	$14,637,538	$2,805,000	$12,858	$18,530,396

FY2022 equity awards reflect a year-over-year increase; see the FY2022 proxy CD&A for committee context.

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$1,075,000	5.8%
Cash Incentive	$2,805,000	15.1%
Equity Awards	$14,637,538	79.0%
All Other Compensation	$12,858	0.1%
Total	$18,530,396	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$1,019,231	$1,075,000	+$55,769
Cash Incentive	$975,000	$2,805,000	+$1,830,000
Equity Awards	$12,069,792	$14,637,538	+$2,567,746
All Other	$12,750	$12,858	+$108
Total	$14,076,773	$18,530,396	+$4,453,623

¹ Cash Incentive of $2,805,000 exceeds the amount explained by the annual incentive formula (base salary × target opportunity × payout factor). The excess may reflect a separate cash long-term incentive or other cash arrangement; see proxy CD&A for component detail.

SVP and CFO · Transition

Positioned at the 89th percentile versus 18 disclosed peer CFOs (median $6.2M). FY2025 package reflects transition-year compensation (first-year equity, partial-period service, or both); the peer comparison is built from steady-state peer compensation — interpret with caution.

First disclosed fiscal year in this role; FY2025 compensation appears to reflect partial-year service. Succeeded James Moylan, Jr. during FY2025.

Former CFO: James Moylan, Jr. (see Named Executive Officer Summary page for departed-executive compensation detail).

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2025	$165,000	$10,485,993	$2,230,055	$116,251	$12,997,299

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$165,000	1.3%
Cash Incentive	$2,230,055	17.2%
Equity Awards	$10,485,993	80.7%
All Other Compensation	$116,251	0.9%
Total	$12,997,299	100%

SVP, Global Customer Engagement · Active

Peer-relative benchmarking is not available for this role because it does not map consistently to a standard benchmarkable position across the disclosed peer set. Absolute compensation detail is shown below.

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2023	$539,000	$2,798,397	$540,540	$20,842	$3,898,779
FY2024	$570,450	$2,918,868	$366,990	$21,046	$3,877,354
FY2025	$579,450	$3,656,002	$993,480	$14,005	$5,242,937

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$579,450	11.1%
Cash Incentive	$993,480	18.9%
Equity Awards	$3,656,002	69.7%
All Other Compensation	$14,005	0.3%
Total	$5,242,937	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$570,450	$579,450	+$9,000
Cash Incentive	$366,990	$993,480	+$626,490
Equity Awards	$2,918,868	$3,656,002	+$737,134
All Other	$21,046	$14,005	−$7,041
Total	$3,877,354	$5,242,937	+$1,365,583

SVP, Chief Strategy Officer and Secretary · Active

Peer-relative benchmarking is not available for this role because it does not map consistently to a standard benchmarkable position across the disclosed peer set. Absolute compensation detail is shown below.

Summary Compensation Table (Historical)

Year	Salary	Equity Awards	Cash Incentive	All Other Comp	Total
FY2023	$533,854	$2,667,176	$428,314	$13,200	$3,642,544
FY2024	$565,000	$2,486,379	$290,784	$15,658	$3,357,821
FY2025	$573,900	$2,856,267	$787,168	$14,000	$4,231,335

Compensation Mix (FY2025)

Component	Amount	% of Total
Base Salary	$573,900	13.6%
Cash Incentive	$787,168	18.6%
Equity Awards	$2,856,267	67.5%
All Other Compensation	$14,000	0.3%
Total	$4,231,335	100%

Year-over-Year Change

Item	Prior Year	FY2025	Change
Base Salary	$565,000	$573,900	+$8,900
Cash Incentive	$290,784	$787,168	+$496,384
Equity Awards	$2,486,379	$2,856,267	+$369,888
All Other	$15,658	$14,000	−$1,658
Total	$3,357,821	$4,231,335	+$873,514

¹ Partial-year service — James Moylan, Jr. (departed mid-year; compensation reflects pro-rata salary and separation payments as disclosed). ² First-year/transition-year — Marc Graff. Salary and/or equity may reflect partial-year service or sign-on grants; see individual Executive Detail pages.

Summary Compensation Table — FY2025

Name	Title	Salary	Equity Awards (SCT)	Cash Incentive	All Other	Total
Gary Smith	President and CEO	$1,075,000	$14,637,538	$2,805,000	$12,858	$18,530,396
Marc Graff	SVP and CFO	$165,000	$10,485,993	$2,230,055	$116,251	$12,997,299
Jason Phipps	SVP, Global Customer Engagement	$579,450	$3,656,002	$993,480	$14,005	$5,242,937
David Rothenstein	SVP, Chief Strategy Officer and Secretary	$573,900	$2,856,267	$787,168	$14,000	$4,231,335
Dino DiPerna	SVP, Global R&D	$474,662	$2,570,695	$732,430	$19,897	$3,797,684
James Moylan, Jr.	SVP and CFO (former)	$520,793	—	$892,202	$14,072	$1,427,067

Aggregate Named Executive Officer Compensation (FY2025)

Group	Total	Equity %	At-Risk %
CEO	$18.5M	79%	94.1%
Other Named Executive Officers (total)	$26.3M	74%	92.5%
All Active Named Executive Officers	$44.8M	76%	93.2%

Total Direct Compensation (FY2025)

Base SalaryCash IncentiveEquity AwardsOther

1.4×

CEO : CFO

total compensation

3.9×

CEO : Median Other NEO

total compensation

2.7×

Cohort-Implied CEO : CFO

peer-median total comp

Underlying Figures — FY2025

Measure	Basis	Amount
CEO total compensation	Gary Smith	$18,530,396
CFO total compensation	Marc Graff	$12,997,299
Median other-NEO total compensation	4 active non-CEO NEOs	$4,737,136
CEO same-position peer median	18 peers	$16,987,140
CFO same-position peer median	18 peers	$6,218,542

Ratios express the CEO's total compensation relative to the CFO and to the median of 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.

Per-Position Benchmarking — 18-company disclosed peer set (FY2025)

Role	Total Comp	Peer Median	Percentile	Gap vs Median	Mix	Peer Coverage
Gary Smith President and CEO	$18.5M	$17.0M	61st	+$1.5M (+9%)	94.1% at-risk	n=18
Marc Graff SVP and CFO ⚠ Transition-year¹	$13.0M	$6.2M	89th	+$6.8M (+109%)	97.8% at-risk	n=18

¹ Transition-year: FY2025 package includes first-year equity awards and/or partial-period base salary that are not steady-state run-rate; the peer comparison reflects disclosed compensation for established incumbents — interpret with caution. Peer median is the unweighted median of the most-recent disclosed total compensation for the same canonical position across the issuer's named peers.

Non-benchmarked executives (role does not map to a canonical benchmarkable position across the disclosed peer set): Jason Phipps (SVP, Global Customer Engagement); David Rothenstein (SVP, Chief Strategy Officer and Secretary); Dino DiPerna (SVP, Global R&D). Absolute compensation for these executives appears on the Named Executive Officer Summary page.

Analytical Observations

CFO Marc Graff sits at the 89th percentile of the peer set at $13.0M — +$6.8M versus the $6.2M peer median (+109%).
Internal CFO-to-CEO total-comp ratio at Ciena Corp is 70% ($13.0M / $18.5M) — 33pp wider than the peer-median CFO/CEO ratio of 37%.
Marc Graff: FY2025 figures include transition-year compensation (first-year equity and/or partial-period salary). FY2026 will be the first steady-state year for direct peer comparison.

Ciena Corp — Annual Incentive Payout

Metric	Value
Annual Incentive Target (% of salary)	150%
FY Actual Payout (% of target)	170%
Result	At or above target

Peers Paying Below Target — Who Missed

Peer	Payout (% of target)	vs. Target
SNPS	66%	−34 pp
EXTR	90%	−10 pp
NTAP	98%	−2 pp

3 of 14 disclosed peers whose annual-incentive payout is stated as a percentage of target paid below target this cycle. A further 4 peers disclosed an annual-incentive payout without stating what it is a percentage of; those are excluded from this comparison.

Total Direct Compensation — All Active Named Executive Officers (FY2025)

Base SalaryCash IncentiveEquity AwardsOther

At-Risk Pay Mix (CEO FY2025)

Component	At-Risk?
Base Salary	No
Cash Incentive	Yes (performance)
Equity Awards (LTI)	Yes

94.1% of CEO compensation is variable (performance- or equity-based). Fixed pay represents 5.9% of total.

LTI Design: RSU 40%; PSU 36%; MSU 24%.

Peer Positioning (CEO TDC)

Metric	Value
Ciena Corp CEO TDC	$18.5M (61st of peer group)
Peer Group Median	$17.0M
Percentile Position	61st

Pay-Mix Trajectory (CEO, FY2023–FY2025)

Component	FY2023	FY2024	FY2025
Base Salary	6.5%	7.2%	5.8%
STI (Cash Incentive)	9.6%	6.9%	15.1%
LTI (Equity)	83.8%	85.7%	79.0%
Other	0.1%	0.1%	0.1%

Trend over FY2023→FY2025: STI +5.5pp, LTI -4.8pp (largest mover first).

Granted vs. Realizable Compensation

Granted (SCT)Realizable (current stock price)

Realizable Pay Summary

Item	Value
CEO FY2025 SCT Total	$18.5M
CEO Grant-Date Fair Value (GDFV)	$14.6M
CEO Realizable Pay††	$177.9M
Realizable-to-Granted Ratio††§	9.60×

Equity NRV Drift: FY-End vs. Current

NRV @ FY-end close ($189.92)NRV @ Current ($377.05, as of 2026-08-02)

Change-in-Control & Termination Provisions

Executive	Agreement Type	Severance Multiple	CIC Multiple	Equity Acceleration
Gary B. Smith	Change-in-Control Agreement	Plan-based	2.5× (double trigger)	Full acceleration
Marc Graff	—	Not disclosed	Not disclosed	Not disclosed
Jason Phipps	—	Not disclosed	Not disclosed	Not disclosed
David Rothenstein	—	Not disclosed	Not disclosed	Not disclosed
Dino DiPerna	—	Not disclosed	Not disclosed	Not disclosed

No individual CIC/severance terms for non-CEO NEOs were located in the proxy disclosure; other NEOs are covered by the company-wide severance plan and equity plan change-in-control provisions.

Key Program Provisions

Governance Feature	Status
Clawback Policy	Yes — in place
Anti-Hedging Policy	Yes — in place
Executive Stock Ownership Guidelines	6x salary (last disclosed FY2024)

Provisions disclosed in CD&A section of 2026-02-12. 18-month benefits continuation post-CIC; 12-month non-compete; 12-month non-solicit; excise tax: Cutback; agreement expires 2028-11-30.

Quantified Termination & Change-in-Control Economics — FY2025

Executive	Scenario Basis	Cash Severance	Equity Acceleration	Total Estimated
Gary Smith	Involuntary termination (without cause)	$5,500,000	$0	$5,532,257
Gary Smith	Change-in-control (involuntary termination)	$6,875,000	$68,134,180	$75,041,437
Marc Graff	Involuntary termination (without cause)	$1,300,000	$0	$1,324,428
Marc Graff	Change-in-control (involuntary termination)	$1,950,000	$22,469,815	$24,453,731
Jason Phipps	Involuntary termination (without cause)	$1,168,800	$0	$1,201,245
Jason Phipps	Change-in-control (involuntary termination)	$1,753,200	$16,410,417	$18,209,560
David Rothenstein	Involuntary termination (without cause)	$1,041,840	$0	$1,074,285
David Rothenstein	Change-in-control (involuntary termination)	$1,562,760	$13,857,703	$15,466,406
Dino DiPerna	Involuntary termination (without cause)	$743,846	$1,976,877	$2,728,367
Dino DiPerna	Change-in-control (involuntary termination)	$1,364,331	$10,353,869	$11,730,056

Excise-tax treatment (CEO agreement): Cutback. Amounts reflect estimated payments upon the stated triggering event as disclosed in the issuer's Potential Payments Upon Termination or Change of Control table; actual amounts depend on the timing and circumstances of any separation.

Grants of Plan-Based Awards — FY2025 (CEO)

Award Type	Grant Date	Threshold Shares	Target Shares	Maximum Shares	Grant Date Fair Value	Vesting
MSU	2024-12-17	0	34,037	68,074	$5,137,545	Per equity plan terms
RSU	2024-12-17	N/A	56,728	N/A	$5,000,006	Per equity plan terms
PSU	2024-12-17	12,764	51,055	102,110	$4,499,988	Per equity plan terms

Other Named Executive Officer Equity Awards — FY2025

Executive	Title	Grant Date	Award Mix	Shares	Target Value	Performance Notes
Marc D. Graff	SVP and CFO	2025-08-01	RSU $10.5M (100%)	118,312	$10,485,993	Time-based only
Jason M. Phipps	SVP, Global Customer Engagement	2024-12-17	PSU $2.1M (56%); RSU $1.6M (44%)	36,306	$3,656,001	Sales Orders; Adjusted EPS
David M. Rothenstein	SVP, Chief Strategy Officer and Secretary	2024-12-17	PSU $1.6M (56%); RSU $1.3M (44%)	28,364	$2,856,267	Sales Orders; Adjusted EPS
Dino DiPerna	SVP, Global R&D	2024-12-17	PSU $1.4M (56%); RSU $1.1M (44%)	25,528	$2,570,695	Sales Orders; Adjusted EPS

LTI Design Summary

Feature	Detail
LTI Mix	RSU 40%; PSU 36%; MSU 24%
Performance Metric	Sales Orders, Adjusted EPS
Vesting Period	RSU 4-year ratable; PSU 2-year vesting

Equity grant details are sourced from the Grants of Plan-Based Awards table in the annual proxy statement. Grant date fair values for PSU/RSU awards reflect Monte Carlo simulation and/or closing price on grant date as disclosed. Full vesting schedule and performance conditions appear in the company's annual proxy statement.

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.

A ↑ Say-on-Pay grade — outlook improving (two-year gain through the latest vote (read from the tail of the window, so it is independent of the window's opening value)). The letter reflects the latest vote level only; the outlook is a separate signal reading the direction of the disclosed series and never moves the letter. This page shows the most recent 5 of 6 disclosed votes; chart, vote detail, grade, outlook and narrative are all measured over that same span.

Say-on-Pay Approval Trend (FY2021–FY2025)

FY2025 Vote Detail

Category	Votes	%
For	114,515,974	95.53%
Against	5,360,579	—

Velarion Assessment

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.

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.

Named Peer Group (FY2025 Proxy) — 18 Named Peers

#	Company	Ticker	In Group
1	Akamai Technologies, Inc.	AKAM	Yes
2	Cadence Design Systems Inc	CDNS	Yes
3	Calix, Inc	CALX	Yes
4	Coherent Corp.	COHR	Yes
5	CommScope Holding Company, Inc.	VISN	Yes
6	Extreme Networks Inc	EXTR	Yes
7	F5, Inc.	FFIV	Yes
8	Juniper Networks, Inc.	JNPR	Yes
9	Keysight Technologies, Inc.	KEYS	Yes
10	Logitech International S.A.	LOGI	Yes
11	Lumentum Holdings Inc.	LITE	Yes
12	Motorola Solutions, Inc.	MSI	Yes
13	NetApp, Inc.	NTAP	Yes
14	Nutanix, Inc.	NTNX	Yes
15	Sanmina Corp	SANM	Yes
16	SYNOPSYS, Inc.	SNPS	Yes
17	Viasat, Inc.	VSAT	Yes
18	Zebra Technologies Corp	ZBRA	Yes

Ciena Corp's peer group consists of companies that compete for executive talent in the same industry and size range.

Compensation Consultant

Compensia serves as the independent compensation consultant.

Peer-Set Construction Quality

Peer-Set Quality48/100Limited

7 of 18 peers reciprocate · size outliers: CALX, EXTR, SANM

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.

Peer Set Construction Notes

48/100

PSQ Score

Limited

39%

Reciprocity

7 of 18 peers

3

Sector Overlap

peers share primary sector

4

Size Outliers

CALX, EXTR …

The 18-company peer group includes 4 size outliers — CALX, EXTR, SANM and 1 more — with market capitalizations that differ materially from the subject company. These peers may reflect aspirational or strategic benchmarking choices rather than direct comparability.

7 of 18 peers (39%) independently include this company in their own disclosed compensation peer groups, providing bilateral validation of comparability. The remaining 11 peers did not reciprocate, which may reflect one-directional aspirational selection or recent updates to those companies' own peer rosters.

3 of 18 disclosed peers (17%) share the same primary sector classification as the subject company. A below-majority sector alignment may introduce cross-industry compensation distortion when benchmarking total compensation levels.

Year-over-year, the peer group changed by 0 additions and 1 removal from FY2024, yielding a 95% retention rate. Higher retention rates (>70%) indicate stable, intentional peer group construction; lower rates warrant committee discussion of the selection rationale.

Evidence — Year-over-Year Peer Set Changes

0

Added

FY2025

-1

Dropped

from FY2024

18

Retained

carried forward

95%

Retention

of prior-year set

Added in FY2025	Dropped from FY2024
	− 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.

Disclosure Quality90/100Strong

What Changed Year-over-Year (FY2024 → FY2025) Year-over-year design changes vs FY2024 — CD&A and peer-group disclosures

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).
Stock Ownership Guidelines: 6x salary → Not disclosed.

Incentive Design — Ciena Corp vs. Named Peers

Company	STI Metrics	STI Max	PSU / LTI Metrics
Ciena Corp (CIEN)	Revenue, Adjusted Operating Income, Corporate Objectives	185%	Sales Orders, Adjusted EPS
Akamai Technologies, Inc. (AKAM)	Revenue (adjusted for foreign exchange), Non-GAAP Operating Income, ESG objectives modifier	220%	Revenue (adjusted for foreign exchange), Non-GAAP Earnings per Share, Relative TSR Performance
Cadence Design Systems Inc (CDNS)	Revenue Component, Operating Margin Component, Executive Leadership Component plus 1 more	150%	Adjusted operating income growth, Relative TSR vs. IT companies in S&P 500 and S&P 400

Peer cohort: 18 named peers; full comparison on following page(s).

LTI Design — Ciena Corp

Element	Detail
Primary Vehicle	RSU 40%; PSU 36%; MSU 24%
PSU / Performance Metric	Sales Orders, Adjusted EPS
Performance Period	PSU 1-year performance
Vesting Schedule	RSU 4-year ratable; PSU 2-year vesting

STI Payout Structure

Level	Payout
Threshold	50
Target Bonus (% of salary)	150%
Maximum (% of target)	185%
FY2025 Actual Payout (% of target)	170%

PSU Payout Scale Threshold 50% · Max 200%

Velarion Assessment The incentive program combines a well-calibrated STI formula with a hybrid LTI structure, but the one-year PSU horizon and metric overlap between STI and LTI weaken long-term performance differentiation relative to peers with one-year cumulative PSU designs.

Incentive Design — Named Peers (3–14 of 18)

Company	STI Metrics	STI Max	PSU / LTI Metrics
Calix, Inc (CALX)	Revenue, Non-GAAP Operating Income, Non-GAAP Gross Margin plus 1 more	110%	Bookings, Non-GAAP Operating Income
Coherent Corp. (COHR)	Revenue, Adjusted EBITDA	200%	Relative Total Shareholder Return (TSR)
CommScope Holding Company, Inc. (VISN)	Adjusted EBITDA (including CCS), Strategic Objectives	210%	Adjusted EBITDA
Extreme Networks Inc (EXTR)	Net Revenue, Bookings Annual Contract Value (ACV), EBITDA	150%	Total Shareholder Return relative to the Russell 2000 Index
F5, Inc. (FFIV)	Company revenue, Company non-GAAP operating income, Inclusion	260%	GAAP revenue, non-GAAP earnings per share, relative TSR
Juniper Networks, Inc. (JNPR)	Corporate Revenue, Non-GAAP Operating Margin, Annual Recurring Revenue plus 3 more	200%	Corporate Revenue, Non-GAAP Operating Margin, Annual Recurring Revenue
Keysight Technologies, Inc. (KEYS)	Non-GAAP EPS, Keysight Non-GAAP Revenue Plan, Keysight CSG Revenue Plan plus 4 more	200%	3-Year Relative TSR, 3-Year Average Non-GAAP OM
Logitech International S.A. (LOGI)	Revenue (constant currency), Non-GAAP Operating Income, ESG Goal - Absolute Gross Carbon Reduction	200%	Revenue growth in constant currency, Non-GAAP operating income growth, Relative TSR vs Russell 3000
Lumentum Holdings Inc. (LITE)	Adjusted Organic Operating Income, Consolidated Organic Revenue	200%	Total Revenue, Relative Total Stockholder Return
Motorola Solutions, Inc. (MSI)	Non-GAAP Operating Earnings, Free Cash Flow, Individual Performance Factor	196%	Total Shareholder Return
NetApp, Inc. (NTAP)	AOI (Adjusted Operating Income), Revenue, Cloud Storage Revenue plus 1 more	200%	Relative TSR, Billings
Nutanix, Inc. (NTNX)	Annual Recurring Revenue, Non-GAAP Operating Margin	200%	Relative TSR vs Nasdaq Composite Index

Incentive Design — Named Peers (15–18 of 18)

Company	STI Metrics	STI Max	PSU / LTI Metrics
Sanmina Corp (SANM)	Revenue, Non-GAAP operating margin, Cash flow from operations	160%	Non-GAAP earnings per share - Three-year cumulative metric
SYNOPSYS, Inc. (SNPS)	Fiscal 2025 Revenue, Fiscal 2025 Non-GAAP Operating Margin, Fiscal 2026 Revenue Backlog plus 1 more	225%	CAGR Revenue Growth
Viasat, Inc. (VSAT)	Adjusted EBITDA, New Contract Awards, Total Revenues plus 3 more	250%	Relative Total Shareholder Return, Free Cash Flow, Capital Expenditures plus 1 more
Zebra Technologies Corp (ZBRA)	Consolidated Net Sales, Adjusted EBITDA, Strategic Growth Index (SGI)	200%	Net Sales CAGR, Adjusted EBITDA Margin, FCF Conversion

The STI weight expanded 5.5 percentage points from FY2023 to FY2025, reaching 15.1% of total compensation, while LTI compressed to 79.0%. This trajectory diverges from the multi-year LTI emphasis the committee has articulated, and the FY2026 grant cycle offers an opportunity to recalibrate mix consistency with the stated philosophy of long-term alignment.
Say-on-pay support climbed from a 90.1% trough in FY2023 to a 95.53% peak in FY2025 — a two-year gain of 543 basis points. The committee retained all STI and LTI structures unchanged for FY2025, interpreting prior votes as validating current practice. Ahead of the March 2027 annual meeting, the committee may want to document how the FY2023-FY2025 recovery trajectory informs its rigor calibration if performance normalizes.
One-year PSU performance periods for sales orders and adjusted EPS sit alongside three-year MSUs with relative TSR, creating a structural mismatch in performance horizon. FFIV, NTAP, KEYS, and ZBRA all use one-year PSU measurement periods, while CIEN's PSUs vest over just one year.
Pay-Disclosure Alignment (Minor Gap) — The annual disclosure states: 'The Committee's fiscal 2025 compensation decision-making reflects...core compensation principles and practices that we employ to align executive compensation with stockholder interests.' Yet no target percentile is stated anywhere in the CD&A — the philosophy is process-oriented without anchoring to a market position. This opacity prevents shareholders from assessing whether the 61st percentile outcome is intentional or drift, and it limits the committee's own ability to defend design choices ahead of the March 2027 annual meeting.

Key Monitoring Items for the Next Proxy Season

The FY2026 grant cycle must extend PSU performance periods to three years with cumulative metrics, aligning with peer practice and reducing vulnerability to ISS qualitative downgrade on sustained performance linkage. Failure leaves the program exposed to a 2026 ISS report flagging short-termism in LTI design.
The FY2026 grant cycle must introduce a multi-year cumulative earnings or cash-flow metric into PSU design to create genuine long-term differentiation. This preserves long-term incentive weighting and reduces single-year payout concentration that would elevate proxy-advisor screen risk if FY2026 performance normalizes toward target.
This closes the disclosure gap that ISS qualitative review will exploit as a philosophy-implementation mismatch in the 2026 report.
STI-LTI mix recalibration — STI weight expanded 5.5 pp from FY2023 to FY2025 to 15.1% while LTI compressed to 79.0%, diverging from stated long-term alignment philosophy during a year of near-maximum payouts across all vehicles. — Reset STI-LTI mix to restore LTI weight above 80% for FY2026, steepen PSU payout slope below target to reduce target-zone concentration, and disclose the mix target and calibration logic in the FY2026 CD&A.
CD&A philosophy anchoring refresh — No total-compensation target percentile is stated; third-quartile equity target against 61st percentile total creates an unexplained gap. Peer-set quality of 48/100 requires explicit directional framing. — Publish explicit total-compensation target percentile and clarify the relationship between equity ambition and total positioning in the FY2026 CD&A, with peer-set reliability caveat disclosed for investor transparency.

Primary Data Sources

Data Element	Source	Filing / Date
Executive compensation (SCT)	Annual proxy statement	Filed 2026-02-12
Say-on-Pay vote result	8-K / Proxy	Most recent annual meeting
CD&A narratives, STI/LTI design	Annual proxy statement	Filed 2026-02-12
Equity grants (plan-based awards table)	Annual proxy statement	Filed 2026-02-12
Peer group composition (18 peers)	Annual proxy statement	FY2025 proxy
Peer company compensation data	Velarion Universe (public company filings)	FY2023–FY2025
Stock price & TSR calculations	Public market data	Current

Methodology Notes

Rank denominators: The 18-peer disclosed cohort is the full set of named peers in this proxy. Per-position rank statements use a coverage subset (denominator varies by role) where peer disclosure data is available — n=18 for CEO total compensation comparisons and n=19 for full-panel charts (subject company plus compensated peers). Peers excluded from a specific analysis due to no compensation data on record are noted in the relevant page footnote. Every rank citation names its denominator inline.
Realizable pay is a Velarion-computed measure — cash compensation paid plus current market value of unvested equity. Full definition, award treatment, share counts and the valuation anchor (with its as-of date) are stated in the Realizable Pay Methodology note below.
TSR calculations use ISS-aligned 1-year and 3-year horizons from Velarion market data; 5-year cumulative return reported where available.
Peer data currency: Peers with most recent proxies filed use current data; remaining peers use most recently available fiscal year.
Say-on-Pay: The authoritative figure is as reported in the 8-K or proxy. This figure is used throughout the report.
ISS screens: Quantitative assessment reflects application of public ISS methodology; formal ISS determination is made annually at proxy season.
Pay-for-performance horizons: RDA and PTA screens use the number of CEO compensation history years available. The horizon is shown inline on each metric.

Realizable Pay Methodology

What it is: Realizable pay is a Velarion-computed measure, not a figure the company discloses. It estimates what an executive's FY2025 compensation is worth today: cash compensation paid for the fiscal year (base salary plus the annual cash incentive actually paid) plus the current value of equity awards that remain unvested.
Valuation anchor: Unvested equity is valued at $377.05 per share, the closing price as of August 2, 2026. Realizable figures move with the share price; the figures in this report are reproducible only against that price and date.
Included: Unvested full-value awards (restricted stock and restricted stock units; performance shares and performance stock units) and unvested stock options and stock appreciation rights.
Excluded: Equity already vested or exercised, retirement and deferred-compensation balances, and perquisites and other benefits. Vested holdings are not part of realizable pay.
Unvested, unearned and performance awards: Full-value awards are valued at unvested shares × the anchor price. Performance awards — including awards still unearned pending performance certification — are included at the unvested share count reported in the company's outstanding-awards table (target unless the company reports a different count): not probability-weighted, not at maximum payout. Options and SARs are valued at intrinsic value: max(0, anchor price − exercise price) × unvested shares.
Share counts: Unvested share counts as reported in the company's outstanding equity awards table as of fiscal year end. The same share counts are used at every price anchor, so any two realizable figures for the same executive differ only by the price they were struck at.
The ratio: Realizable-to-granted = realizable pay ÷ total compensation reported in the company's summary compensation table for the same fiscal year ("granted"). For the CEO: $177.9M ÷ $18.5M = 9.60×.

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.

This report is provided for informational purposes only and does not constitute investment, legal, tax, accounting, compensation, or other professional advice. It is based in part 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.

ISS methodology assessments reflect application of publicly disclosed ISS proxy voting guidelines. ISS makes formal proxy recommendations annually; this report's references to ISS screens are analytical and directional only. Actual ISS recommendations may differ.

Realizable pay estimates use a stock price of $377.05 per share as of August 2, 2026 as the computation input. Future stock price movements will change the realizable value of unvested equity. Past TSR performance is not indicative of future returns.

This report is the property of Velarion Company Intelligence. All analytical frameworks, peer benchmarks, and methodology references reflect Velarion's proprietary research process. Reproduction or redistribution of this report should retain the Velarion attribution.

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Ciena Corp (CIEN) · FY2025 Executive Compensation Review