DEF 14A

DEF 14A 1 d405379ddef14a.htm DEF 14A DEF 14A

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:

☐	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 paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO


		Message from our Board of Directors

LOGO

Patrick H. Nettles, Ph.D.

Executive Chair of

the Board of Directors

“Our Board and
management team
believe deeply that
our success is
ultimately rooted in
our people and our
corporate purpose
–bringing humanity
to innovation.”

- Patrick H. Nettles, Ph.D.

Dear Fellow Stockholders:

Against the backdrop of unprecedented customer demand, continued supply chain challenges and macroeconomic uncertainty, Ciena achieved solid financial results in fiscal 2022 and demonstrated the resiliency of our business. We also continued to advance our strategy, strengthening our competitive advantages in our core optical business, investing in next-generation metro and edge applications, and expanding our software automation capabilities. This strategy uses our significant R&D investment capacity to deliver a leading technology portfolio that, when combined with our strong customer engagement and go-to-market approach, is designed to take advantage of industry demand drivers and expand our addressable market. Our industry-leading WaveLogic 5 Extreme 800G solution now includes capabilities such as multiple baud rates and wirespeed encryption, and we’re also shipping coherent pluggables, including WaveLogic 5 Nano. We expanded our addressable market and solutions portfolio with the acquisitions of Benu Networks and Tibit Communications. And, by completing our acquisition of the Vyatta virtual routing technology and talent, we extended our routing and switching capabilities to help customers create virtualized networks and deploy new services across 5G, enterprise and cloud use cases.

In addition to the relentless execution of our strategy, our Board and management team believe deeply that our success is ultimately rooted in our people and our corporate purpose – bringing humanity to innovation. This commitment not only shapes how we innovate, but also drives our dedication to high ethical standards, good governance practices and sustainable business practices. In 2022, we took meaningful steps to increase our commitment in these areas, including:

• 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. We are committed to belonging and investments that promote an inclusive culture. In fiscal 2022, we exceeded our corporate objective to have 80% of our global workforce participate in our Conscious Inclusion Workshops, ultimately achieving 90% employee participation.

• Commitment to our Communities. We and our employees believe that service is an important part of our culture. Together, we invest time, skills and resources to positively impact the communities in which we live and work. Through a range of volunteering and charitable activities, Ciena and its employees contributed over $3 million and volunteered over 36,000 hours in fiscal 2022. We also advanced our Digital Inclusion program, expanding the set of organizations we support that bring digital literacy, access, and enabling tools to underserved students.

• Commitment to High Ethical Standards, Strong Governance and Engagement. We regularly review and refresh our governance documents to align with best practices. In 2022, we refreshed our Principles of Corporate Governance, revised the charters of each of our standing Board Committees, and updated our Code of Business Conduct and Ethics and related training. In January 2022, we reached out to our top 15 stockholders, representing approximately 45% of our outstanding shares, to update them on our ESG programming and members of our leadership team met with six of such stockholders.

• Commitment to Sustainability. We believe sustainability is more than a corporate responsibility – it is a fundamental part of our strategy and a key part of achieving our goals. In fiscal 2022, we surpassed our enterprise-level environmental goal to reduce air travel emissions by 50% as compared to fiscal 2019, ultimately achieving a 70% reduction. And, we have submitted new, proposed goals to the Science Based Target Initiative for approval that will address the environmental impact of our direct operations and ensure that our technology innovation becomes an even greater enabler of our customers’ environmental ambitions.

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 30, 2023	Record Date:	January 30, 2023
Time:	3:00 p.m. Eastern Time	Attendance:	www.virtualshareholdermeeting.com/CIEN2023

To the Stockholders of Ciena Corporation:

The 2023 Annual Meeting of Stockholders of Ciena Corporation will be held on March 30, 2023 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/CIEN2023 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 two members of the Board of Directors from the nominees named in the accompanying proxy statement to serve as Class II directors for three-year terms ending in 2026, 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 2023.

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

4. Conduct an advisory vote on the frequency of future stockholder advisory votes on our named executive officer compensation.

5. 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 January 30, 2023.

In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our Annual Report to Stockholders for fiscal 2022 via the Internet. On February 16, 2023, 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, 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.


		By Order of the Board of Directors,


		David M. Rothenstein
		Senior Vice President, Chief Strategy Officer and Secretary

Hanover, Maryland

February 16, 2023

Table of Contents


Proxy Statement Summary			1
Voting Roadmap			5

Proposal No. 1 Election of Class II Directors			6
Information Regarding Nominees and Continuing Directors			8
Corporate Governance and the Board of Directors			16
Independent Directors			16
Communicating with the Board of Directors			16
Environmental, Social, and Governance Practices			17
Principles of Corporate Governance, Bylaws, and Other Governance Documents			22
Codes of Ethics			23
Board Leadership Structure			23
Board Oversight of Strategy			24
Board Oversight of Risk			24
Composition and Meetings of the Board of Directors and its Committees			25
Compensation Philosophy and Objectives			29
Compensation Consultant			29
Compensation Committee Interlocks and Insider Participation			29
Director Compensation			30
Fiscal 2022 Board Compensation			30
Director Compensation Table			31
Outstanding Equity Awards for Directors at Fiscal Year-End			32
Deferral of Director Compensation

SEC Form DEF 14A filed by Ciena Corporation