DEF 14A

DEF 14A 1 d276269ddef14a.htm DEF 14A DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )


Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement		☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to § 240.14a-12

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): ☑ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

(1)

Amount previously paid:

(2)

Form, schedule or registration statement no.:

(3)

Filing party:

(4)

Date filed:

LOGO

Patrick H. Nettles, Ph.D.

Executive Chair of

the Board of Directors

“We are proud that our strong performance in fiscal 2021 has allowed us to help improve the experiences of our employees, our communities, and our stockholders.”

- Patrick H. Nettles, Ph.D.

Message from our Board of Directors

Dear Fellow Stockholders:

Against the backdrop of continued challenges related to the COVID-19 pandemic and a constrained global supply market, Ciena achieved strong financial results in fiscal 2021 and ended the year with an increased backlog that positions us well for fiscal 2022. We continued to diversify our business across markets and customer segments. We delivered world-leading innovation across our product portfolio, including two distinct designs of our WaveLogic 5 coherent optics – WaveLogic 5 Extreme and WaveLogic 5 Nano – to address the need for both performance-optimized and footprint-optimized solutions. And, we delivered our first $1 billion revenue quarter in the fourth quarter of fiscal 2021. Our balance sheet and cash generation continue to be a competitive advantage and, in December 2021, we authorized a program to repurchase up to $1 billion of our common stock, including a $250 million accelerated share repurchase. This performance reflects continued execution of our strategy and our ability to leverage our competitive strengths – innovation leadership, diversification and global scale – as the foundation of a uniquely resilient business, differentiating us in the market and giving us confidence about our future.

Our Board and management team believe strongly that our success is ultimately rooted in our people and that dedication to high ethical standards, sustainability, and our communities remains essential to Ciena’s success in our markets. In 2021, we took meaningful steps to increase our commitment in these areas, including:

● Commitment to Sustainability. We believe sustainability is more than a corporate responsibility – it is a fundamental part of our strategy and key to achieving our goals. Through carbon reduction initiatives and a pledge to offset our residual operational emissions, our goal is to be carbon neutral for our fiscal 2023 CDP reported emissions. We also launched a cross-functional Environmental Steering Committee, published an updated Sustainability Report, and introduced a new enterprise-level goal to reduce our air travel emissions for fiscal 2022 by 50% as compared to pre-pandemic levels in fiscal 2019.

● Commitment to our People. We have a progressive people strategy that fosters a workplace environment where employees are empowered, feel included and have an opportunity to make a difference through their work. To promote our inclusive culture, in fiscal 2021 we introduced conscious inclusion workshops and had 100% participation by our executive leadership and 58% by our management. For fiscal 2022, we are targeting 80% participation across the company. In fiscal 2021, we also expanded our employee resource groups, including launching a new LatinX networking and resource group, and ran an eight-month targeted development pilot with our Black & African Heritage networking and resource group.

● Commitment to our Communities. In an unprecedented time, we and our global workforce have continued to focus on service and compassion. Through a range of volunteering and charitable actions, our Ciena Cares program exceeded our fiscal 2021 enterprise-level goal to provide 20,000 hours of volunteering and service to our communities. We also introduced new programming with business partners and thought leaders to advance our digital inclusion initiative, providing greater opportunities for underserved students through improved access, technology and digital skills.

I encourage you to read more about our Board of Directors, corporate governance practices and executive compensation in the accompanying proxy statement. I am confident that you will recognize our commitment to best practices in these areas. Thank you for your continued support of Ciena and your participation in this year’s Annual Meeting.

On behalf of the Board of Directors,

LOGO

Patrick H. Nettles, Ph.D.

LOGO

Ciena Corporation

7035 Ridge Road

Hanover, Maryland 21076

Notice of Annual Meeting of Stockholders



Date:	March 31, 2022	Record Date:	February 4, 2022

Time:	3:00 p.m. Eastern Time	Attendance:	www.virtualshareholdermeeting.com/CIEN2022

To the Stockholders of Ciena Corporation:

The 2022 Annual Meeting of Stockholders of Ciena Corporation will be held on March 31, 2022 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/CIEN2022 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.

Items of Business

1. Elect three members of the Board of Directors from the nominees named in the accompanying proxy statement to serve as Class I directors for three-year terms ending in 2025, or until their respective successors are elected and qualified.

2. Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2022.

3. Conduct an advisory vote on our named executive officer compensation, as described in these proxy materials.

4. Consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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 February 4, 2022.

In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report to Stockholders for fiscal 2021 via the Internet. On February 15, 2022, we mailed to stockholders as of the record date a notice with instructions on how to access our Annual Meeting materials and vote via the Internet, or by mail or 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.


		By Order of the Board of Directors,

		David M. Rothenstein
		Senior Vice President, General Counsel and Secretary

Hanover, Maryland

February 15, 2022

Table of Contents


Proxy Statement Summary			1
Voting Roadmap			5

Proposal No. 1 Election of Class I Directors			6
Information Regarding Nominees and Continuing Directors			8
Corporate Governance and the Board of Directors			13
Independent Directors			13
Communicating with the Board of Directors			13
Environmental, Social, and Governance Practices			13
Principles of Corporate Governance, Bylaws, and Other Governance Documents			18
Codes of Ethics			18
Board Leadership Structure			19
Board Oversight of Strategy			19
Board Oversight of Risk			19
Composition and Meetings of the Board of Directors and its Committees			20
Compensation Philosophy and Objectives			24
Compensation Consultant			24
Compensation Committee Interlocks and Insider Participation			24
Director Compensation			25
Fiscal 2021 Board Compensation			25
Director Compensation Table			26
Outstanding Equity Awards for Directors at Fiscal Year-End			27
Deferral of Director Compensation			27

Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm			28


Relationship with Independent Registered Public Accounting Firm			29
Audit Committee Report			30
Ownership of Securities			31
Delinquent Section 16(a) Reports			32
Compensation Discussion and Analysis			33
Compensation Committee Report			53
Executive Compensation Tables			54
Summary Compensation Table			54
Grants of Plan-Based Awards			55
Outstanding Equity Awards at Fiscal Year-End			58
Option Exercises and Stock Vested			59
Nonqualified Deferred Compensation			60
Potential Payments Upon Termination or Change in Control			60
CEO Pay Ratio Disclosure			66

Proposal No. 3 Annual Advisory “Say-on-Pay” Vote to Approve Named Executive Officer Compensation			67
Policy for Related Person Transactions			68
Equity Compensation Plan Information			69
Stockholder Proposals for 2023 Annual Meeting			70
General Information			71
Frequently Asked Questions			72
Annual Report on Form 10-K			75
Householding of Proxy Materials			75
Electronic Delivery of Future Proxy Materials			75
Non-GAAP Measures			76

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 networking systems, services and software company




$3.62B FY21 Annual Revenue	$1.7B Cash Position at FYE 21	Leading Market Position in the markets in which we operate*

80+ Countries in which we sell products	7,000+ Employees	1,700+ Customers

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



Foundational Strengths		Strategic Initiatives
	Leading Technology & Innovation we own the key enabling technologies for our solutions and use our significant R&D investment capacity to push the pace of innovation in our industry		Lead and Grow grow our core business by strengthening our optical innovation leadership, increasing optical market share and international business, growing attached services, and embracing multiple consumption models

	Diversification we have a broad-based business that spans a diverse set of customer segments, a wide range of solutions and applications, and multiple geographies		Invest invest in next generation metro and edge by expanding use cases for our portfolio, innovating and diversifying our solutions portfolio and addressing 5G and edge applications

	Global Scale we have significant talent and deep resources in engineering, sales, services and customer support that advance our global business		Expand drive digital transformation and network automation with our Blue Planet software and services portfolio and grow our software business


2022 Proxy Statement		1

Business Highlights

Fiscal 2021 Financial Performance

(approximate)



		annual revenue increased from approximately $3.53B in fiscal 2020

		total stockholder return (“TSR”) increased from approximately 23.3% in fiscal 2020



		adjusted gross margin 47.6% GAAP gross margin

		adjusted operating margin 13.7% GAAP operating margin

		adjusted earnings per share $3.19 GAAP net Income per diluted common share

Contained above, and elsewhere in this proxy statement, are certain non-GAAP measures of Ciena’s financial performance for fiscal 2020 and 2021. These measures, along with their corresponding GAAP measures and reconciliations thereto, have been previously disclosed in exhibits to Ciena’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2021. Also see “Non-GAAP Measures” below for more information about these measures and how they are used.

Fiscal 2021 Business Performance

❖ Generated $462 million in free cash flow (defined as net cash provided by operating activities le

SEC Form DEF 14A filed by Ciena Corporation