CIEN Ciena Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Ciena Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Ciena Corporation

7035 Ridge Road

Hanover, Maryland 21076

Notice of Annual Meeting of Stockholders

To the Stockholders of Ciena Corporation:

The 2025 Annual Meeting of Stockholders of Ciena Corporation (the "Annual Meeting") will be held on March 27, 2025 at 3:00 p.m. Eastern Time. Our Annual Meeting will be a virtual meeting held over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/CIEN2025 and entering your 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card, or the voting instructions that accompanied your proxy materials.

These matters are more fully described in the proxy statement accompanying this notice. You are entitled to notice of, and are eligible to vote at, this year’s Annual Meeting if you were a stockholder of record as of the close of business on January 27, 2025.

In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report to Stockholders for fiscal 2024 via the Internet. On or about February 13, 2025, stockholders as of the record date are first being mailed a Notice of Internet Availability of Proxy Materials with instructions on how to access our Annual Meeting materials and vote via the Internet, by mail, or by telephone.

We believe that your vote, and the vote of every Ciena stockholder, is important. Whether or not you plan to participate in the Annual Meeting, we encourage you to review the accompanying proxy statement for information relating to each of the proposals and to cast your vote promptly.

Hanover, Maryland

February 13, 2025

This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about February 13, 2025.

Table of contents

Cautionary note regarding forward-looking statements

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are based on current expectations, forecasts, assumptions and other information available to Ciena Corporation ("Ciena" or "we") as of the date hereof. Forward-looking statements involve inherent risks and uncertainties, include statements regarding Ciena’s expectations, beliefs, intentions or strategies regarding the future, including with respect to business, financial, operational, compensation and sustainability and governance matters, and can be identified by forward-looking words such as "anticipate," "believe," "can," "could," "continue," "estimate," "expect," "future," "goal," "intend," "may," "plan," "potential," "should," "will," and "would" or similar words. Ciena’s actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Ciena’s business, including the effect of broader economic and market conditions on Ciena’s customers and their business, Ciena’s ability to execute its business and growth strategies and to achieve sustainability goals, the impact of macroeconomic conditions, and the risks and uncertainties discussed in Ciena’s Annual Report on Form 10-K for fiscal 2024 ("2024 Form 10-K") as well as Ciena’s other filings with the Securities and Exchange Commission (the "SEC"). Ciena undertakes no obligation to revise or update any forward-looking statements made in this proxy statement, whether as a result of new information, future events or circumstances, or otherwise, except as required by law.

Information contained on or available through our website is not incorporated by reference in or made part of this proxy statement and any references to our website are intended to be inactive textual references only.

Proxy statement summary

This summary highlights information that is contained elsewhere in this proxy statement. It does not include all information necessary to make a voting decision, and you should read this proxy statement in its entirety before casting your vote.

Ciena at a glance

Industry-leading, global network technology company, providing hardware, software, and services to a wide range of network operators and enabling enhanced network capacity, service delivery, and automation. Our solutions support network traffic across a wide range of applications, including cloud, video, data, AI, and voice, and include Networking Platforms, including our Optical Networking portfolio and our Routing and Switching portfolio, Platform Software, and our Blue Planet Automation Software.

* As cited by Omdia, Dell’Oro Group, or Cignal AI for different markets

Business and executive compensation highlights

Fiscal 2024 business performance

Fiscal 2024 executive compensation highlights

Pay-for-performance alignment

Corporate governance and stockholder outreach

Stockholder outreach and engagement

We believe that strong corporate governance practices include regular outreach and conversations with our stockholders. We regularly discuss our business, financial performance, industry dynamics, compensation, governance, and sustainability matters with our stockholders. We actively seek engagement with stockholders of all sizes through a combination of virtual and in-person engagements, including our annual meeting, our website, investor conferences, and one-on-one meetings where appropriate. For example, in the last 12 months, we have engaged with more than half of our 25 largest stockholders an aggregate of almost 60 times. Our Board of Directors also reviews feedback from certain stockholder engagements as well as stockholder inquiries directly related to its responsibilities. These regular engagements allow us to obtain feedback on stockholders’ perception and understanding of our markets, business and industry and inform our Board of Directors directly to facilitate their oversight of management and the company. They have also influenced our communications, which include detail on key elements of our corporate strategy, long-term financial targets and an articulation of our broader approach to our capital allocation priorities.

In June 2024, we published our 2023 Sustainability Report. During fiscal 2024, we proactively distributed information related to our sustainability programming to our top 17 stockholders, representing approximately 60% of our outstanding shares, and members of our leadership team met with five of these stockholders on these topics. Information contained on or available through our website is not incorporated by reference in or made part of this proxy statement and any references to our website are intended to be inactive textual references only.

Recent governance changes

Existing strong governance structure

Voting roadmap

This section highlights selected information about the items to be voted on at the Annual Meeting. It does not contain all information that you should consider in deciding how to vote. You should read the entirety of this proxy statement carefully before voting.

Proposal No. 1

Election of Class I Directors

Overview

Our Board of Directors currently consists of ten directors divided into three classes. Each class of our Board of Directors serves a three-year term, and the terms of the classes are staggered. At the Annual Meeting, two directors will be elected to fill positions in Class I. Lawton W. Fitt and Devinder Kumar, each of whom is a current Class I director whose current term expires at the Annual Meeting, are nominees for election at the Annual Meeting. Each of the nominees for Class I, if elected, will serve for a three-year term expiring at the 2028 Annual Meeting, or until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, or removal from the Board. The nomination of these directors to stand for election at the Annual Meeting has been recommended by the Governance and Nominations Committee and approved by the Board of Directors.

On December 11, 2024, Patrick H. Nettles, Ph.D., who is a current Class I director, notified Ciena of his planned retirement and that he would not stand for re-election as a director at the end of his term. Accordingly, the size of the Board of Directors will be reduced from ten directors to nine directors effective at the Annual Meeting. We would like to thank Dr. Nettles for his many years of service and for his many important contributions to Ciena.

Director qualifications

The Governance and Nominations Committee reviews candidates for service on the Board of Directors and recommends nominees for election to fill vacancies on the Board, including nomination for re-election of directors whose terms are due to expire. The Governance and Nominations Committee endeavors to identify, recruit and nominate candidates who possess a combination of wisdom, sound judgment, excellent business skills, maturity, and high integrity. In particular, the Governance and Nominations Committee seeks individuals with a record of accomplishment and senior leadership experience in their chosen fields who display the independence of mind and strength of character to be committed to representing the long-term interests of our stockholders, and the interests of other key stakeholders, including our customers, employees, business partners, and communities.

The Governance and Nominations Committee also seeks to ensure that the Board of Directors is composed of individuals of diverse backgrounds, who have a variety of complementary experience, skills and relationships relevant to Ciena’s business and industry. The Governance and Nominations Committee also sees the benefit of diversity in terms of tenure and having a mix of individuals with a diverse range of experience as a director, whether on Ciena’s Board or that of another company. This diversity of background and experience includes ensuring that the Board includes individuals with experience or skills sufficient to meet the requirements of the various rules and regulations of The New York Stock Exchange (the "NYSE") and the SEC, such as the requirements to have a majority of independent directors, committees composed only of independent directors, and an audit committee financial expert. We also believe that having a diversity of perspectives represented on the Board strengthens Board oversight to the benefit of our stockholders. As required by the Governance and Nominations Committee Charter, the committee has developed and uses criteria for maintaining a balanced board of directors that possesses a diversity of skills and characteristics, and it recommends criteria, establishes procedures for, and conducts an annual review of the Board, its committees, and directors, and reports to the Board on the results of the review.

In nominating candidates to fill vacancies created by the expiration of the term of a director, the Governance and Nominations Committee determines whether the incumbent director is willing to stand for re-election. If so, the Governance and Nominations Committee evaluates the director’s performance to determine suitability for continued service, taking into consideration, among other things, the director’s independence, the director's contributions to the Board, the value of the continuity of the director’s service, feedback from the Board's annual self-assessment and from stockholders, including the results of the stockholder vote at the most recent annual meeting, the director's attendance and participation at Board and committee meetings, and the director’s familiarity with Ciena’s markets, business and operations.

Board composition – continuing directors and nominees

Independence and diversity

The above charts reflect information for our nominees and continuing directors, and skills that our Board believes are important to the oversight of Ciena. Annually, we ask each of our nominees and continuing directors to self-identify based on both their skills and experience and a range of characteristics, including gender, race, ethnicity, sexual orientation, and disability. In response, three of our nominees and continuing directors self-identified as female and two self-identified as Asian or South Asian. Each of the nominees has consented to serve if elected. However, if any of the persons nominated by the Board of Directors fails to stand for election, declines to accept election, or is otherwise unavailable for election prior to our Annual Meeting, proxies solicited by our Board of Directors will be voted by the proxy holders for the election of any other person or persons as the Board of Directors may recommend, or our Board of Directors, at its option, may reduce the number of directors that constitute the entire Board of Directors. As Dr. Nettles will be retiring at the end of his term, he is not included in the above charts.

Information regarding nominees and continuing directors

Director nominees

Class I director nominees for terms expiring in 2028

Continuing directors

Class II directors with terms expiring in 2026

Class III directors with terms expiring in 2027

Corporate governance and the Board of Directors

Ciena has adopted a number of policies and practices that highlight our commitment to sound corporate governance principles and sustainability. We maintain a corporate governance page on our website that includes additional related information, as well as governance documents such as our bylaws, codes of conduct, Principles of Corporate Governance, and the charters for each of the standing committees of the Board of Directors. This information and documentation can be found on the "Corporate Responsibility – Governance Documents" page of the "Investors" section of our website at www.ciena.com.

Independent directors

In accordance with the current NYSE listing standards, the Board of Directors, on an annual basis, affirmatively determines the independence of each director or nominee for election as a director. The Board of Directors has determined that, with the exception of Dr. Nettles and Mr. Smith, both of whom are employees and executive officers of Ciena, all of its members during fiscal 2024 are "independent directors," using the definition of that term in the NYSE Listed Company Manual. Also, as more fully described below, all members of the Board’s standing Audit, Compensation and Governance and Nominations Committees are independent directors, and all members of the Board’s standing Audit and Compensation Committees are independent directors in accordance with the additional listing standards applicable to those committees.

Communicating with the Board of Directors

The Board of Directors has adopted a procedure for receiving and addressing communications from all interested parties, including Ciena’s stockholders. Interested parties may send written communications to the entire Board of Directors (or any committee thereof), Ciena’s Chair of the Board of Directors, or all of the independent directors serving on the Board, by addressing communications to:

Ciena Corporation

7035 Ridge Road

Hanover, Maryland 21076

Attention: Corporate Secretary

Please address any communication by e-mail to ir@ciena.com with "Attention: Corporate Secretary" in the subject line.

Our Corporate Secretary and our General Counsel determine, in their discretion, whether the nature of the communication is such that it should be brought to the attention of the Board of Directors or a committee thereof, the Chair of the Board of Directors, or all of the independent directors. As a general matter, the Corporate Secretary does not forward spam, junk mail, mass mailings, job inquiries, surveys, business solicitations or advertisements, or offensive or inappropriate material.

Principles of Corporate Governance, Bylaws, and other governance documents

The Board of Directors has adopted Principles of Corporate Governance and other corporate governance policies that supplement certain provisions of our bylaws and relate to the composition, structure, interaction and operation of the Board of Directors. Copies of our Principles of Corporate Governance, bylaws, stock ownership guidelines and other governance documents can be found on the "Corporate Responsibility – Governance Documents" page of the "Investors" section of our website at www.ciena.com. You should review these documents for a complete understanding of these corporate governance practices, but some of the key elements of our strong governance policies and practices are summarized below:

Insider Trading Policy

We maintain an insider trading policy that applies to and governs the purchase, sale, and other dispositions of our securities by officers, directors and all employees, temporary employees, consultants, and contractors. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable NYSE listing standards, and helps protect our reputation for integrity and ethical conduct. The insider trading policy prohibits insider trading, tipping and pledging shares, trading put or call options, engaging in short sales, and hedging transactions involving Ciena’s securities. A copy of our insider trading policy was filed as Exhibit 19.1 to our 2024 Form 10-K. In addition, we also maintain a long-standing separate policy governing the ability of Ciena officers, directors and employees to enter into a pre-arranged trading plan pursuant to Rule 10b5-1 of the Exchange Act. It is Ciena's practice to comply with all applicable securities and state laws (including appropriate approvals by the Board or appropriate committee, if required) when engaging in transactions in Ciena's securities.

Codes of ethics

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics that sets standards of conduct for all of Ciena’s directors, officers and employees. The Code of Business Conduct and Ethics reflects Ciena’s policy of dealing with all persons, including our customers, business partners, employees, investors, and suppliers, with honesty and integrity. All employees are required to complete training on our Code of Business Conduct and Ethics, and we conduct recurring employee affirmations with respect to our Code of Business Conduct and Ethics and periodic training and communication related to specific topics contained therein.

Code of Ethics for Directors

We maintain a Code of Ethics for Directors, which supplements the obligations of directors under the Code of Business Conduct and Ethics and sets additional standards of conduct for our directors. The Code of Ethics for Directors outlines responsibilities of our directors with respect to their fiduciary duties, conflicts of interest, treatment of confidential Ciena information, communications and other compliance matters.

Code of Ethics for Senior Financial Officers

In accordance with the Sarbanes-Oxley Act of 2002, we maintain a Code of Ethics for Senior Financial Officers that specifically applies to Ciena’s Chief Executive Officer, Chief Financial Officer and Controller. Its purpose is to deter wrongdoing and to promote honest and ethical conduct, and compliance with the law, particularly as it relates to the maintenance of Ciena’s financial records and the preparation of financial statements filed with the SEC. We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics for Senior Financial Officers by posting such information on our website at www.ciena.com.

Each of these documents can be found on the "Corporate Responsibility – Governance Documents" page of the "Investors" section of our website at www.ciena.com. Copies of these documents may also be obtained without charge by writing to: Ciena Corporation, 7035 Ridge Road, Hanover, Maryland 21076, Attention: Corporate Secretary.

Board leadership structure

Separation of Chair and CEO roles

Although the Board of Directors does not have a formal policy on separation of the roles of Chief Executive Officer and Chair, Ciena has kept these positions separate since 2001. In December 2024, in connection with the announced retirement of Dr. Nettles, our Executive Chair, the Board appointed Ms. Fitt as its independent Chair. The Board determined that the appointment of an independent Chair, in addition to reaffirming and strengthening the separation of power between the Chief Executive Officer and the rest of the Board, would further support our efforts to drive stockholder value by strengthening the independent oversight of risk, enabling robust discussion and evaluation of our strategic goals, and ensuring that key strategic decisions made by senior management are reviewed by an independent Chair-led Board. Separating the Chair and Chief Executive Officer roles and having an independent Chair allows us to efficiently develop, implement, and oversee corporate strategy that is consistent with the Board’s oversight role, while facilitating strong day-to-day executive leadership and Board governance.

The Board of Directors believes that its leadership structure is appropriate for Ciena. Through the appointment of an independent Chair, the independence of the Board’s committees, and the regular use of executive sessions of the independent directors, the Board is able to maintain independent oversight of our business strategy, annual operating plan and other corporate activities. These features ensure a full and free discussion of issues that are important to Ciena and its stockholders.

Lead Independent Director prior to appointment of independent Chair

Prior to December 2024 when the Board appointed an independent Chair, Mr. Gallagher served as Ciena’s Lead Independent Director. The Lead Independent Director was responsible for coordinating the activities of the other independent directors and had the authority to preside at all meetings of the Board of Directors at which the Executive Chair was not present, including executive sessions of the independent directors. The Lead Independent Director served as principal liaison on Board-wide issues between the independent directors and the Executive Chair, approved meeting schedules and agendas, monitored the quality of information sent to the Board, and assisted the Governance and Nominations Committee in guiding both the Board’s annual self-assessment and the CEO succession planning process. Upon the change in Board leadership in December 2024 noted above, the independent Chair has assumed the former responsibilities of the Lead Independent Director and such role was eliminated.

Board oversight of strategy

The Board of Directors believes that it is important to be deeply involved in overseeing and reviewing Ciena’s short- and long-term strategy. The Board oversees and reviews Ciena’s long-term strategic plan, annual operating plan, and strategy and approach toward sustainability for alignment with the long-term strategic plan. Because employee engagement, development and retention are critical elements of our strategy, the Board annually reviews our "people strategy": a comprehensive overview of compensation, benefits, support for employees, growth and development opportunities, and inclusion and culture. Our full Board of Directors regularly reviews and has responsibility for corporate development activities including potential mergers and acquisitions. Strategy-related matters are discussed regularly at Board meetings, as well as at the committee level when appropriate. Such matters include:

❖ Long-term financial targets

❖ Three-year strategic plan and strategic scorecard

❖ Annual operating plan

❖ Key functional strategic initiatives

❖ Corporate development and strategic transactions

❖ Alignment of executive compensation with strategic and operating goals

❖ Human capital, talent management strategy and succession planning

Board oversight of risk

The Board of Directors believes that risk management is an important part of establishing, updating, and executing Ciena’s business strategy. The Board, as a whole and at the committee level, has oversight responsibility relating to risks that could affect our corporate strategy, business objectives, compliance, operations and financial condition, performance, and reputation. The Board focuses its oversight on the most significant risks facing Ciena and on its processes to identify, prioritize, assess, manage and mitigate those risks, including areas such as:

❖ Strategic, financial, and operational risk

❖ Compliance, legal, and regulatory risk

❖ Enterprise risk management

❖ Cybersecurity and business continuity

❖ Financial reporting and internal controls

❖ Corporate governance and compensation practices

The Board annually reviews and considers Ciena’s long-term strategic plan, its annual financial and operating plan, and periodically assesses enterprise risk management holistically. The Board and its committees also receive regular reports from members of senior management on areas of material risk to Ciena, including strategic, operational, financial, information and cybersecurity, compliance, legal and regulatory risks. While the Board has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on Ciena.

The Board’s leadership structure, with separate independent Chair and CEO roles (and previously a Lead Independent Director, and separate Executive Chair and CEO), independent Board committees with strong chairs, the active participation of committees in the oversight of risk, and open communication with management, supports the risk oversight function of the Board. Each standing committee of the Board has risk oversight responsibilities and provides regular reports to the Board on at least a quarterly basis, as more fully described below under "Composition and Meetings of the Board of Directors and its Committees."

For more detail on the risk oversight responsibilities of each of our standing Board Committees, please see the descriptions of the responsibilities of each of the Board Committees below.

Cybersecurity and data privacy

As part of our Board of Directors’ oversight of risk management, the Board devotes time and attention to cybersecurity related risks. The Audit Committee is responsible for overseeing cybersecurity, data privacy and information technology-related programs, policies and other efforts to manage or mitigate cybersecurity risks. As part of its standing agenda, the Audit Committee receives quarterly updates on cybersecurity risks and initiatives from our Chief Information Security Officer (the “CISO”). These updates have included reviews of our cybersecurity risk management efforts, including the development of relevant processes and policies, the implementation of technologies and systems, or use of third-party partners to safeguard our information systems, the conduct of education and training initiatives with employees and business partners, and incident response preparedness, including simulations and tabletop exercises. The Audit Committee regularly updates the Board of Directors on such matters. Separately, and in addition to such quarterly reporting, our Board of Directors also receives an annual update from our CISO on information and cybersecurity risks and related initiatives. These Board updates have included briefings from our CISO, as well as external counsel and third-party security advisors, which have included continuing education sessions as our Board of Directors seeks to enhance its understanding of cybersecurity risk, leading practices and an evolving cyber threat landscape. Additional information regarding our cybersecurity governance, risk management and strategy is available in our 2024 Form 10-K.

Board education

Ciena provides a robust onboarding process for new members of our Board of Directors and comprehensive ongoing education and training for all Board members on key matters throughout the year, through sessions with both internal and external advisors and experts. Through these sessions, the Board and its Committees receive regular updates on key corporate governance and compliance topics, evolving regulations, and disclosure trends. Our Governance and Nominations Committee regularly considers its continuing education practices, including key topics and various methods for providing such education to the Board. As a result of this review, the Board has previously augmented its regular education practices and conducted continuing education sessions on cybersecurity risk and climate risk and reporting and, during fiscal 2024, conducted continuing education sessions on generative artificial intelligence, including how such technology operates, its impact on networks, its potential applications in our business, and our related governance practices. At the request of the Governance and Nominations Committee, these sessions were conducted by members of senior management with responsibility for such programs as well as outside subject matter experts as appropriate. All of Ciena’s directors are enrolled as members of the National Association of Corporate Directors ("NACD") and have access to its resources and programming, including with respect to director education.

Composition and meetings of the Board of Directors and its Committees

The table below details the composition of Ciena’s standing Board committees as of the end of fiscal 2024 and the number of Board and committee meetings held during fiscal 2024. Mr. Smith and Dr. Nettles do not serve on standing committees of the Board of Directors.

❖ Chair

Each of our directors attended 100% of the total number of meetings of the Board of Directors and the committees on which they served during fiscal 2024, other than one director who was unable to attend one meeting of the Board of Directors. Ciena encourages, but does not require, members of the Board of Directors to attend the Annual Meeting, and nine of Ciena’s ten directors participated in the virtual Annual Meeting last year. Each of our directors is in compliance with our overboarding limitations contained in our Principles of Corporate Governance.

The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the Governance and Nominations Committee. Each committee meets regularly and has a written charter that can be found on the "Corporate Responsibility – Governance Documents" page of the "Investors" section of our website at www.ciena.com. At each regularly scheduled Board meeting, the Chair or a member of each committee reports on any significant matters addressed by the committee.

In recent years, our Board of Directors' calendar has included an increased number of meetings of shorter duration. This approach was initially implemented as a result of the COVID-19 pandemic and was designed to operate in either an in-person model, hybrid (virtual and physical) model or a fully virtual and remote environment. Commencing in 2025, the Board intends to return to its traditional meeting calendar, allowing for longer sessions more closely correlated with Ciena’s fiscal quarter and year end dates. The Board views this change as an opportunity to enhance the depth and strategic focus of board discussions and to focus its time on reviewing long-term strategy, material risks, and key operational priorities, while optimizing the productivity and efficiency of Board operations.

Sustainability and governance practices

At Ciena, we are propelled not only to innovate differently but also to do good in the world, and believe that our business success is rooted in creating a work environment that attracts key talent, developing products to meet our customers' business and sustainability needs, and enabling meaningful social impact in our communities. As provided in our Principles of Corporate Governance, the Board of Directors oversees management’s strategy and approach toward our sustainability program, and ensures that it is adequately communicated to our stockholders. In addition, our Governance and Nominations Committee oversees our executive-level Sustainability Leadership Committee, including the execution of our sustainability strategy, the development and monitoring of sustainability goals, and the adequacy and accuracy of our related data. Information on some of our sustainability and governance practices, including related policies and programs, can be found in our latest Sustainability Report and in the "About Ciena" section of our website www.ciena.com. Additional stories and content related to our Sustainability and our People and Culture programs can be found on the "CienaLife" pages of our website.

Highlights of recent developments and our current practices in these areas are described below.

Compensation philosophy and objectives

The Compensation Committee seeks to ensure that our compensation policies and practices promote stockholder interests and support our compensation objectives and philosophy. Ciena’s compensation program for our executive officers focuses on addressing the following principal objectives:

In making compensation decisions, the Compensation Committee also seeks to promote teamwork among and high morale within our executive team.

Compensation consultant

To assist in carrying out its responsibilities, the Compensation Committee is authorized to retain the services of independent advisors. For purposes of advice and consultation with respect to the compensation of our executive officers during fiscal 2024, the Committee engaged Compensia, Inc. ("Compensia"), a national compensation consulting firm. Prior to engaging Compensia, the Committee considered and assessed Compensia’s independence. To ensure Compensia’s continued independence and to avoid any actual or apparent conflict of interest, the Committee does not permit Compensia to be engaged to perform any services for Ciena beyond those services provided to the Committee. The Committee has sole authority to retain or terminate Compensia as its executive compensation consultant and to approve its fees and other terms of engagement. The Committee regularly, but not less than annually, considers the independence of its compensation consultant and determines whether any related conflicts of interest require disclosure.

In establishing executive compensation for fiscal 2024, the Compensation Committee relied upon Compensia to:

In addition to its advisory work regarding executive compensation and broad-based equity compensation during fiscal 2024, Compensia was engaged by the Compensation Committee to aid in evaluating the compensation of the non-employee directors as set forth below, to participate in and provide assistance with respect to the Committee’s annual compensation risk assessment, and to review the "Compensation Discussion and Analysis" included in this proxy statement.

Compensation Committee interlocks and insider participation

Dr. Ahmed, Ms. Olsen, and Messrs. Claflin and Gallagher, who comprised the Compensation Committee as of the end of fiscal 2024, are independent directors and were not, at any time during fiscal 2024, or at any other time, officers or employees of Ciena. During fiscal 2024, no member of the Compensation Committee was an executive officer of another entity on whose compensation committee or board of directors an executive officer of Ciena served.

Director compensation

Our director compensation program is designed both to attract and to fairly compensate highly qualified, non-employee directors to represent our stockholders on the Board of Directors and to act in the stockholders’ best interests. The director compensation program for fiscal 2024 was recommended by the Compensation Committee and approved by our Board of Directors. Our executive officers do not play any role in determining or recommending the amount of non-employee director compensation, except that Mr. Smith and Dr. Nettles vote on the recommendations of the Compensation Committee in their capacities as members of the Board of Directors.

Our Board of Directors includes two Ciena executive officers: Dr. Nettles, who served as our Executive Chair of the Board until December 2024, and Mr. Smith, who serves as our Chief Executive Officer. Dr. Nettles does not receive cash compensation for his service as a director, and Mr. Smith does not receive any compensation for his service as a director. Dr. Nettles has announced his intention to retire as of the end of his term and will not stand for reelection at the Annual Meeting. Information regarding equity compensation granted to Dr. Nettles during fiscal 2024 can be found in the tabular disclosure below. Information regarding the determination of Mr. Smith’s compensation can be found in the "Compensation Discussion and Analysis" and "Executive Compensation Tables" below.

Fiscal 2024 Board compensation

The Compensation Committee engaged Compensia to assist in evaluating the competitiveness of our director compensation program for the purpose of determining non-employee director compensation for fiscal 2024. As part of its process, the Compensation Committee considered an overview of the corporate governance environment, as well as recent trends and developments relating to non-employee director compensation. The Compensation Committee also specifically considered the amounts payable under and the various components of our director compensation program, the aggregate director compensation cost, in comparison to the boards of directors of the same group of peer companies that the Compensation Committee used in determining executive compensation, and the fact that changes were made to director compensation the prior year. After considering those factors and based on the recommendation of the Compensation Committee, the Board of Directors determined not to make any changes to director compensation for fiscal 2024.

Cash compensation

Our cash compensation program for our non-employee directors for fiscal 2024 was as follows:

Under this program, our non-employee directors are not entitled to receive meeting attendance fees unless the Board, or any standing Board committee, is required to hold an unusually high number of meetings. In the event that the Board or a standing Board committee holds more than 12 meetings in a fiscal year, each non-employee director (as applicable) will be entitled to receive an additional $1,500 per meeting for the Chair, or an additional $1,000 per meeting for other members. In the event that the Board, or a standing Board committee, creates a special committee or subcommittee that holds more than three meetings in a fiscal year, each non-employee director serving on that committee or subcommittee will be entitled to receive an additional $1,000 per meeting. Our non-employee directors are also reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at Board and committee meetings.

The retainer fees set forth above are paid in quarterly installments. Meeting attendance fees, when applicable, generally are paid promptly following the end of the fiscal year.

Equity compensation

Our equity compensation program for our non-employee directors and Dr. Nettles for fiscal 2024 was as follows:

The actual number of shares underlying restricted stock unit ("RSU") awards granted to directors is determined based on the grant date fair value of the award. Initial equity awards are made in connection with initial election or appointment to the Board of Directors, with the target delivered value prorated for the fiscal year based on the date of election or appointment. Initial equity awards vest on or about the one-year anniversary of the grant date. Annual equity awards are made on the date of each Annual Meeting and vest on or about the one-year anniversary of the grant date. Vesting of the RSU awards is subject to acceleration upon the director’s death, disability, retirement, or upon or in connection with a change in control of Ciena. Delivery of the shares upon vesting is subject to any applicable instruction provided by the director under the Deferred Compensation Plan described below. In December 2024, in connection with the appointment of an independent Chair, the Board approved a new annual equity retainer of $100,000 in target delivered value for the independent Chair beginning in fiscal 2025.

Director compensation limits

Our 2017 Omnibus Incentive Plan (the "2017 Plan") imposes a $500,000 limit on the compensation that can be awarded to a non-employee director in any given fiscal year, including the sum of (i) cash compensation and (ii) the grant date fair value of equity compensation under the 2017 Plan. This limitation, however, does not apply to the extent a non-employee director has been or becomes an employee of Ciena during such fiscal year. In addition, the Board retains discretion to provide further exceptions for one or more individual non-employee directors in extraordinary circumstances, such as service on a special transaction or litigation committee of the Board, provided that the director that is the subject of such exception may not participate in any decision with respect thereto.

Director compensation table

The following table and the accompanying footnotes describe the "total compensation" earned by our non-employee directors and Dr. Nettles during fiscal 2024:

Fiscal 2024 Director Compensation Table