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

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.

   Message from our Board of Directors

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,

Patrick H. Nettles, Ph.D.

  Date:

  Time:

$3.63B

FY22 Annual Revenue

$1.2B

Cash Position

at FYE 22

Leading

Market Position

in the markets in which we operate*

80+

Countries

in which we sell products

8,000+

Employees

1,600+

Customers

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

grow our core business by strengthening our optical innovation leadership, increasing optical market share and international business, growing attached services, and pursuing new 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, including with our Blue Planet software and services portfolio, and grow our software business

❖   Achieved solid financial results during a difficult year of significant supply chain disruption and a backdrop of macroeconomic uncertainty

❖   Effectively doubled our fiscal year end backlog from $2.2 billion in fiscal 2021 to $4.2 billion as of the end of fiscal 2022

❖   Completed the buyback of $500 million of shares under our $1 billion share repurchase program, including a $250 million accelerated share repurchase

❖   Maintained a strongly diverse business across markets and customer segments, with our top 10 customers for the year including three U.S. service providers, two international service providers, one cable operator, and four major webscale providers

❖   Grew our WaveLogic Extreme global customer count to more than 200 with more than 50,000 modems shipped since introduction

❖   Grew routing and switching revenue over 40% from fiscal 2021 as we benefited from the addition of the Vyatta business and organic portfolio enhancements, growing to more than 200 Adaptive IP customers

❖   Expanded our addressable market and fiber broadband access solutions portfolio with the acquisitions of Benu Networks and Tibit Communications in fiscal 2023

❖   Achieved our corporate sustainability objectives relating to environmental stewardship, diversity and inclusion, and community impact, and advanced toward our goal of carbon neutrality of CDP-reported operational emissions by the end of 2023 (excluding certain Scope 3 categories)

Base Salaries

Equity Award Values

Did not increase the base salary of our CEO

Increased the base salaries of two of our named executive officers (“NEOs”) to improve alignment with market median for their positions and in recognition of the criticality of their operating roles during continued macro and industry challenges and uncertainties

After not increasing the equity values the previous year due to ongoing macro and industry conditions and uncertainties, and thereby falling below the target market positioning range, increased the value of annual equity awards for all NEOs, including our CEO

Target Cash Incentives

Equity Award Structure

Increased the target cash incentive opportunity for our CEO to improve market positioning

Did not increase the target cash incentive opportunities for the other NEOs

Continued mix of performance- and time-based equity awards, with 60% of the target award value for the CEO, and 50% of the target award value for the other NEOs allocated to at-risk, performance-based equity in the form of performance stock units (“PSUs”) and market stock units (“MSUs”)

CEO Fiscal 2022

Target Total Direct Compensation Mix

Average Non-CEO NEO Fiscal 2022

Target Total Direct Compensation Mix

Bylaw Amendments

Policies and Charters

Adopted amended and restated Bylaws in connection with our periodic governance review, which include:

•  updates to address best practices on universal proxy rules

•  updates to our advance notice bylaw to reflect current best practices for stockholder nomination disclosure and procedural requirements

•  updates to address recent changes to Delaware law

•  various other updates, including changes to use gender-neutral language and reflect current best practices

Updated policies and charters to reflect alignment with governance best practices:

•  Code of Business Conduct and Ethics

•  Principles of Corporate Governance

•  Charters of standing Board committees

Updates included mechanisms to prevent anticompetitive, interlocking directorates and Board oversight of material, enterprise-level ESG goals

Updated Insider Trading Policy and internal 10b5-1 trading plan policy to reflect best practices

Environmental, Social, and Governance

•  Published updated ESG investor presentation

•  Through carbon reduction initiatives, investments in renewable energy and offsets, advanced our efforts to be carbon neutral for our fiscal 2023 CDP reported operational emissions (excludes certain Scope 3 categories)

•  Submitted new, proposed goals to the Science Based Target Initiative for approval that will not only address the environmental impact of our direct operations, but also ensure that our solutions innovation becomes an even greater enabler of our customers’ environmental ambitions

•  Conducted review of sustainability program with Governance and Nominations Committee

•  Introduced new governance model and creation of executive-level Sustainability Leadership Committee

•  Achieved or surpassed enterprise-level goals with ESG targets for diversity and inclusion, climate and community impact for fiscal 2022:

•  90% employee participation in our Conscious Inclusion Workshops

•  70% reduction in reduced air travel emissions since 2019

•  10% year-over-year increase in employee participation in our Ciena Cares program

•  Eight of ten current directors are independent

•  Lead Independent Director

•  Separate Chair and CEO roles

•  Code of Ethics for Directors

•  Standing committees are comprised solely of independent directors

•  Annual Board and committee self-assessments

•  Market-standard proxy access rights

•  Majority voting in uncontested director elections

•  Limits on annual director compensation

•  Independent directors regularly meet without management present

Proposal

Elect two Class II Director Nominees

Joanne B. Olsen

Former EVP Global Cloud Services & Support, Oracle Corporation

•   Compensation

•   Governance and Nominations

Gary B. Smith

CEO, Ciena Corporation

Proposal

Ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2023

❖  Independent firm with reasonable fees and significant financial reporting expertise

❖  PwC has audited our consolidated financial statements annually since our incorporation in 1992

❖  Audit Committee annually evaluates PwC and has determined that its appointment continues to be in the best interests of our stockholders

Proposal

Say-on-Pay: Advisory vote on named executive officer compensation

❖  At last year’s annual meeting, approximately 94% of stockholder votes cast were in favor of our executive compensation program

❖  The key elements of our executive compensation program remain essentially unchanged

❖  We employ core compensation principles and practices to promote pay for performance and alignment of executive and stockholder interests

❖  Our overall fiscal 2022 executive compensation was reasonable and appropriate in light of our business and financial performance

Proposal

Say-on-Frequency: Advisory vote on frequency of future advisory votes on named executive officer compensation

❖  Holding a say-on-pay vote every year allows our stockholders to express their views on our executive compensation program in a cadence that aligns with best practice and our annual pay decisions

❖  Stockholders voted on a similar proposal in 2017, with the majority voting to hold a say-on-pay vote every year

Skills and

Experience

Board Tenure

Non-Executive Directors

0 to 5

Years

5 to 15

Years

15+

Years

Joanne B. Olsen

Director Since October 2018

•  Compensation Committee

•  Governance and Nominations Committee

Age 64

Other Public Boards: 2

Senior Leadership

Relevant Industry

Public Company

Board

Global Business

Strategic Planning

Skills and Qualifications

•   Significant industry experience and knowledge of cloud infrastructure applications

•   Senior leadership experience with large, multinational technology companies

•   Global business experience and insight into doing business in key international markets

•   Executive management experience across a range of sales, services and alliances

•   Experience as a director of public technology companies

Other Current Board Experience

•   Teradata Corporation (public)

•   Keysight Technologies, Inc. (public)

Professional Highlights

Ms. Olsen previously served as Executive Vice President of Global Cloud Services and Support at Oracle Corporation from 2016 until her retirement in August 2017. In that role, she drove Oracle’s cloud transformation services and support strategy, partnering with leaders across all business units. Ms. Olsen previously served as Senior Vice President and leader of Oracle’s applications sales, alliances, and consulting organizations in North America from 2012 through 2016, and from 2010 through 2012 served in various general management positions at Oracle. Ms. Olsen began her career with IBM, where, between 1979 and 2010, she held a variety of executive management positions across sales, global financing and hardware.

Gary B. Smith

Director Since October 2000

Age 62

Other Public Boards: 0

Senior Leadership

Relevant Industry

M&A

Public Company

Board

Global Business

Strategic Planning

Skills and Qualifications

•   As Chief Executive Officer of Ciena for over 20 years, provides the Board with leadership skills, industry experience and comprehensive knowledge of Ciena’s business, strategy, operations and financial position

•   Unique perspective on the strategic and operational challenges and opportunities faced by Ciena

•   Over 30 years of experience in the telecommunications industry, during which time he has lived and worked on four continents

•   Global industry sales and marketing experience provide the Board an important perspective into Ciena’s markets and business and selling strategies

Previous Board Experience

•   Avaya, Inc.

•   CommVault Systems, Inc.

Professional Highlights

Mr. Smith joined Ciena in 1997 and has served as President and Chief Executive Officer since May 2001. Prior to his current role, his positions with Ciena included Chief Operating Officer and Senior Vice President, Worldwide Sales. Mr. Smith previously served as Vice President of Sales and Marketing for INTELSAT and Cray Communications, Inc.

Mr. Smith is a member of the President’s National Security Telecommunications Advisory Committee, serves on the Wake Forest University Entrepreneurship Advisory Council, and participates in initiatives with the Center for Corporate Innovation.

Hassan M. Ahmed, Ph.D.

Director Since June 2020

•  Compensation Committee

•  Governance and Nominations Committee

Age 64

Other Public Boards: 1

Senior Leadership

Relevant Industry

M&A

Public Company Board

Strategic Planning

Skills and Qualifications

•   Prior service as a Chief Executive Officer of a technology company in an adjacent space provides the Board with a high level of expertise and experience in our industry

•   Provides the Board with strategic insights across a range of corporate functions

•   Previous management and oversight experience within the industry

•   Significant industry knowledge and expertise in NFV solutions

Other Current Board Experience

•   KINS Technology Group, Inc. (public)

•   Avesha Inc. (private)

•   Oxefit, Inc. (private)

•   Sway AI Inc., Executive Chairman (private)

•   Vesper Technologies, Inc. (private)

Previous Board Experience

•   Affirmed Networks, Inc., Chairman

•   Founder SPAC, Executive Chairman

Professional Highlights

Dr. Ahmed has served as Executive Chairman and CEO of Sway AI, Inc., a provider of artificial intelligence technologies and services, since March 2021 and served as Executive Chairman of Founder SPAC, a special purpose acquisition company, from March 2021 to August 2022. He previously served as Chairman of the board of directors and Chief Executive Officer of Affirmed Networks, Inc., a provider of virtualized, cloud-native mobile network solutions, which was acquired by Microsoft in April 2020. Before founding Affirmed Networks in 2010, he was a senior advisor at Charles River Ventures. From 1998 to 2008, Dr. Ahmed served as Chairman and Chief Executive Officer of Sonus Networks, Inc. Prior to that time, he served in various executive roles at Ascend Communications, Inc., Cascade Communications Corporation and Analog Devices, Inc. He also served as President and founder of WaveAccess, Inc. and founded and served as director of the VLSI Systems Group of Motorola Codex. Dr. Ahmed previously served as Associate Professor of Electrical, Computer and Systems Engineering and Associate Professor of Finance at Boston University.

Bruce L. Claflin

Director Since August 2006

•  Audit Committee

•  Compensation Committee

Age 71

Other Public Boards: 1

Senior Leadership

Accounting &

Finance

Relevant Industry

Public Company Board

Global Business

Strategic Planning

Skills and Qualifications

•   Prior service as a Chief Executive Officer of a technology company in an adjacent industry provides the Board with a high level of expertise and experience in the operations of a global, high technology company

•   Provides the Board with strategic insights across a range of corporate functions

•   Previous management and oversight experience relating to sales, marketing, research and development, supply chain management and manufacturing

•   Experience in global business transactions, risk management, executive compensation and a business-oriented approach to resolving operational challenges

•   Experience as a director of public technology companies

•   Prior service as a fellow on the National Association of Corporate Directors

Other Current Board Experience

•   IDEXX Laboratories, Inc., Chair of the Governance and Corporate Responsibility Committee; Audit Committee (public)

Previous Board Experience

•   Advanced Micro Devices, Inc. (AMD)

Professional Highlights

Mr. Claflin served as President and Chief Executive Officer of 3Com Corporation, a manufacturer of computer network products, from January 2001 until his retirement in February 2006. Mr. Claflin joined 3Com as President and Chief Operating Officer in August 1998. Prior to 3Com, Mr. Claflin served as Senior Vice President and General Manager, Sales and Marketing, for Digital Equipment Corporation. Mr. Claflin also worked for 22 years at IBM Corporation, where he held various sales, marketing and management positions, including general manager of IBM PC Company’s worldwide research and development, product and brand management, as well as president of IBM PC Company Americas.

Patrick T. Gallagher

Director Since May 2009

•  Lead Independent Director

•  Compensation Committee

•  Governance and Nominations Committee (Chair)

Age 68

Other Public Boards: 1

Senior Leadership

Relevant Industry

M&A

Public Company Board

Global Business

Strategic Planning

Skills and Qualifications

•   Extensive global business experience provides the Board with expertise and an important perspective regarding international transactions and markets

•   Experience as a senior executive of major European telecommunications service providers offers the Board insight into carrier customer perspectives as well as industry opportunities, marketing and sales strategies and operational challenges outside of the United States

•   Industry knowledge and prior management expertise provide the Board with significant industry knowledge and expertise in submarine and wireless network applications and strategic growth market opportunities for Ciena

•   Experience as a public company director in both the U.S. and Europe provides strong background as lead independent director and Chair of the Governance and Nominations Committee

Other Current Board Experience

•   Harmonic, Inc., Chairman (public)

•   Mirabeau SAS, Chairman (private)

Previous Board Experience

•   Intercloud SAS

Professional Highlights

Since October 2007, Mr. Gallagher has served as Chairman of Harmonic Inc., a publicly traded company and global provider of high-performance video solutions to the broadcast, cable, telecommunications and managed service provider sectors. Mr. Gallagher has served as Chairman of privately held Mirabeau SAS, a French wine producer, since August 2019. From January 2014 until January 2022, Mr. Gallagher served as Chairman of privately-held Intercloud SAS, an international software defined cloud interconnect company. Previously, from March 2008 until April 2012, Mr. Gallagher served as Chairman of Ubiquisys Ltd, from January 2008 until February 2009, Mr. Gallagher served as Chairman of Macro 4 plc, and from May 2006 until March 2008, he served as Vice Chairman of Golden Telecom Inc. From 2003 until 2006, Mr. Gallagher was Executive Vice Chairman and served as Chief Executive Officer of FLAG Telecom Group Ltd. and, prior to that role, he held various senior management positions at British Telecom.

T. Michael Nevens

Director Since February 2014

•  Audit Committee

Age 73

Other Public Boards: 1

Senior Leadership

Accounting &

Finance

M&A

Public Company Board

Strategic Planning

Skills and Qualifications

•   Substantial experience with and exposure to a wide variety of companies and their corporate strategies, both as a private equity adviser and management consultant, provides the Board with expertise in the areas of strategic and long-term business planning and competitive strategy

•   Provides the Board with insight on corporate governance changes affecting public companies

•   Experience as a director of other global, high technology companies

Other Current Board Experience

•   NetApp, Inc., Chairman (public)

•   TalonX, Inc. (private)

Previous Board Experience

•   Altera Corporation

Professional Highlights

Mr. Nevens has served as senior adviser to Permira Advisers, LLC, an international private equity fund, since 2006. From 1980 to 2002, Mr. Nevens held various leadership positions at McKinsey & Co., most recently as a director (senior partner) and as managing partner of the firm’s Global Technology Practice. He also served on the board of the McKinsey Global Institute, which conducts research on economic and policy issues. Mr. Nevens has been an adjunct professor of Corporate Governance and Strategy at the Mendoza College of Business at the University of Notre Dame.

Lawton W. Fitt

Director Since November 2000

•  Audit Committee
(Chair)

Age 69

Other Public Boards: 2

Senior Leadership

Accounting &

Finance

M&A

Public Company Board

Strategic Planning

Skills and Qualifications

•   Substantial investment banking experience and expertise in structuring and negotiating acquisition and financing transactions

•   Understanding of the capital markets

•   Brings a strong financial background to her service as Chair of the Audit Committee

•   Significant experience in the areas of raising capital, financial oversight and enterprise risk analysis

•   Executive management experience

•   Service as a director and member of the audit committee of other public companies

Other Current Board Experience

•   The Carlyle Group Inc., Lead Independent Director (public)

•   The Progressive Corporation, Chairperson (public)

Previous Board Experience

•   ARM Holdings PLC

•   Micro Focus International PLC

•   Thomson Reuters Corporation

Professional Highlights

Ms. Fitt previously served as Director of the Royal Academy of Arts in London from October 2002 to March 2005. From 1979 to October 2002, Ms. Fitt was an investment banker with Goldman Sachs & Co., where she was a partner from 1994 to October 2002. Ms. Fitt also serves as a director or trustee of several non-profit organizations.

Devinder Kumar

Director Since August 2019

•  Audit Committee

Age 67

Other Public Boards: 0

Senior Leadership

Accounting & Finance

Relevant Industry

M&A

Global Business

Strategic Planning

Skills and Qualifications

•   Strong financial and accounting background including as Chief Financial Officer of a public company

•   Senior leadership experience managing a global finance organization, treasury, global corporate services and facilities

•   Global experience with a multinational organization, including time spent in Asia

•   More than 39 years in the technology industry

Professional Highlights

Mr. Kumar previously served as Executive Vice President, Chief Financial Officer and Treasurer of Advanced Micro Devices, Inc. (“AMD”), a publicly-traded semiconductor company, in which capacity he was responsible for the global finance organization as well as global corporate services and facilities. He was appointed Chief Financial Officer in January 2013 and Treasurer in April 2015, and retired from those roles in January 2023. After joining AMD in 1984, Mr. Kumar progressed through several leadership positions in corporate accounting and corporate finance, including serving as CFO, corporate controller and treasurer. He also spent ten years in Asia as financial controller and group finance director for AMD’s Manufacturing Services Group across Singapore, Thailand, China and Malaysia.

Patrick H. Nettles, Ph.D.

Director Since April 1994

•  Executive Chair

Age 78

Other Public Boards: 0

Senior Leadership

Accounting &

Finance

Relevant Industry

Public Company Board

Global Business

Strategic Planning

Skills and Qualifications

•   Founder and former Chief Executive Officer of Ciena

•   Significant institutional and industry knowledge

•   Provides key insight and advice in the Board’s consideration and oversight of corporate strategy and management development

•   Experience as a public company director

•   Executive management experience with Ciena, along with operational management experience and technical expertise, provide the Board a unique perspective and enable him to make significant contributions to the Board

Other Current Board Experience

•   Trustee for the California Institute of Technology

Previous Board Experience

•   The Progressive Corporation, Chair of Audit Committee

•   Axcelis Technologies, Inc., Independent Chairman of the board

•   Apptrigger, Inc.

•   Optiwind Corp.

•   Trustee for the Georgia Tech Foundation, Inc.

Professional Highlights

Dr. Nettles has served as Executive Chair of the Board of Directors since May 2001. From October 2000 to May 2001, Dr. Nettles was Chairman of the Board of Directors and Chief Executive Officer of Ciena, and he was President and Chief Executive Officer from April 1994 to October 2000.

The Board of Directors recommends that you vote

FOR

the election of the two Class II nominees listed above

Commitment to the Environment

Commitment to our People and
Communities

Commitment to Good Corporate
Governance

We work in earnest to make a positive difference for our planet through the innovation of our products services, and efficiencies in our operations and supply chain.

Our “People Promise” focuses on fostering a workplace environment where, together, we make a difference, are empowered, feel included, and create a culture of belonging, vibrancy, and happiness.

We believe that good corporate governance and high ethical standards are a duty that we owe to our investors, customers and employees, and are essential to Ciena’s success.

•   Commitment to Sustainability in our Products and Operations

•   Driving Sustainable Outcomes for Customers through Innovation Leadership

•   Commitment to Carbon Neutrality

•   Proposed Goals with Science Based Target Institute

•   Empowering Our Employees

•   Promoting Diversity, Inclusion, Belonging, and Wellbeing

•   Encouraging Volunteering and Giving Back to our Communities

•   Commitment to Board Refreshment and Diversity

•   Commitment to Our Investors

•   Strong Governance Practices

•   Culture of Integrity

Commitment to the Environment

We manage the environmental impact of our operations and help customers do more with their networks with less energy, emissions and space.

COMMITMENT TO SUSTAINABILITY

Sustainability Governance

We maintain a governance model that provides board oversight and strategic executive leadership for the integration of sustainability into our operations.

•   annual Board review of sustainability programming

•   executive-level Sustainability Leadership Committee

•   cross-functional, internal Environmental Steering Committee

•   recently hired dedicated employee focused on coordinating environmental programming

•   Reporting aligned to the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force on Climate-Related Financial Disclosures (TCFD)

    SUSTAINABILITY IN     OUR PRODUCTS

Driving Sustainable Outcomes through Innovation Leadership

At a time of exploding network traffic and services, our greatest environmental impact is our technology innovation, allowing our customers to “do more with less” — less power and less space.

•   energy efficient product innovation in our WaveLogic coherent modem solutions has yielded significant contributions to sustainability, allowing network operators to sustainably address massive increases in bandwidth demand

•   our product innovation is a significant enabler of the climate ambitions of our network operator customers

•   our WaveLogic 5 Nano introduced power efficient pluggable forms for data center applications

CLIMATE

Commitment to Reducing our Emissions

Through carbon reduction initiatives and investments in renewable energy, our goal is to be carbon neutral for our fiscal 2023 CDP reported operational emissions (excluding certain Scope 3 categories).

•   70% reduction in air travel emissions compared to fiscal 2019 (surpassed our enterprise-level goal of 50% reduction)

•   investments in renewable energy and operational efficiencies

•   measure emissions in accordance with the Greenhouse Gas Protocol with annual participation in the CDP (formerly the Carbon Disclosure Project) with a score of “B”

•   hybrid remote/office working model for most of our employees

•   exploring opportunities to optimize space and reduce energy throughout our global real estate portfolio

•   through renewables projects and the purchase of renewable energy credits spanning wind, solar, biomass and hydro sources, reduced reported site energy use by approximately 75% in 2022

•   participate in CDP climate change and water disclosures

•   pursuing opportunities to reduce water, light and power consumption in our offices worldwide

•   five locations LEED certified or certifiable

•   partnered with Tree-Nation by planting a tree for each existing and new employee at Ciena

Commitment to our People and Communities

Our “people strategy” is annually reviewed by and discussed with our Board.

Competitive Compensation and Pay Equity

We strive to ensure that our employees receive competitive, fair and transparent compensation and progressive benefits offerings.

•   annual pay equity assessment of gender globally and ethnicity in the United States

•   take action to ensure we are paying individuals performing similar work equitably

•   maintain broad-based Employee Stock Purchase Plan (“ESPP”) with 58% of eligible employees participating in fiscal 2022

•   expanded employee eligibility for annual equity awards

•   competitive family leave (including at least 18 weeks paid time off for new mothers, ten weeks paid time off for new fathers and adoptive parents, and financial assistance for adoptive parents)

•   flexible paid time off for more than 98% of our workforce

•   retirement readiness program and benefits, including newly-introduced equity retirement vesting benefit

Growth and Development

We focus on creating opportunities for employee growth, development, training and education.

•   initiatives to cultivate talent from within

•   early in career and new graduate networking and development programs

•   management and leadership development programs

•   coaching and mentoring programs

•   support for continuing education and tuition reimbursement

•   leadership succession planning

Employee Recognition

We believe that providing rewards and recognition programs helps drive strong employee performance.

•   peer and management-initiated awards to recognize employees who best exemplify our core values

•   patent incentive and distinguished engineer awards

•   awards recognizing employees who exemplify our commitment to our communities and volunteerism

Employee Engagement

We promote employee empowerment and regularly seek to understand whether employees understand our business goals and if we are living up to our People Promise in our workplace.

•   regular employee engagement surveys and pulse surveys on specific issues

•   fiscal 2022 employee engagement survey included participation rate of approximately 77%

•   engagement scores that met or exceeded industry benchmarks

Diversity, Inclusion and Belonging (DIB)

We promote an inclusive and diverse workplace, where all individuals are respected and feel they belong regardless of their age, race, national origin, gender, religion, disability, sexual orientation or gender identity.

•   disclose in our Annual Report on Form 10-K global gender demographic data and U.S. ethnicity demographic data for our employee population

•   regularly monitor recruitment process to improve diversity of our workforce and candidate pool

•   host conscious inclusion workshops with 90% participation globally as of the end of fiscal 2022 (exceeding our incentive compensation-linked goal targeting 80% participation)

•   support internal networking and resource groups, including Women at Ciena, Black & African Heritage group, Latinx at Ciena, Pride at Ciena, Next at Ciena early-in-career group, and Vets at Ciena

•   targeted development program for underrepresented individuals

•   global Inclusivity Council that includes executive leadership sponsorship and participation

•   signed The CEO Action for Diversity & Inclusion

Employee Wellbeing

We prioritize supporting the overall wellbeing of our employees from a physical, mental and emotional, financial and social perspective.

•   expanded offerings in fiscal 2022 to include key life events such as aging and retirement readiness

•   wellbeing expense reimbursement benefits

•   wellbeing challenges and rewards

•   24x7 crisis support and employee assistance resources

•   mental health coaching

•   library of resources accessible to participants digitally and through hosted webinars

•   long-standing practice of remote and flexible working arrangements

Encourage Opportunities to Give Back

Through our Ciena Cares program, we recognize and amplify our people’s passion for giving back and making a meaningful difference in communities all over the world. During fiscal 2022, our employees volunteered approximately 36,000 hours and raised $3.2 million for the causes that matter most to them.

•   Ciena Cares program that matches employee donations and provides rewards for employee volunteering hours that can be donated to a charity of their choice

•   up to $5,000 in annual corporate matching for employee donations and volunteering rewards

•   volunteering time off and flexible volunteering during work time

•   joint community projects with customers and business partners

•   opportunities for employees to volunteer in person or virtually

•   donation stipend for all new employees to donate to their favorite charities

Digital Inclusion Program

We are dedicated to enabling greater connectivity to improve the experiences and lives of people around the world. Our digital inclusion program, launched in 2020, commits $10 million over five years to enable greater opportunity for 100,000 underserved students in the communities where we live and work. Through this program we seek to:

•   mobilize our global workforce, leverage our innovation leadership, and collaborate with customers, suppliers and other partners to help bridge the digital divide

•   fund programming to support underserved students in our global communities

•   emphasize digital inclusion and equity through greater connectivity, access to enabling technologies, and digital skills development

Commitment to Good Corporate Governance

Integrity is a Ciena core value and shapes our culture, how we operate and how we compete.

BOARD OF
DIRECTORS

Refreshment

•   appointed new independent director in each of 2020, 2019, 2018, and 2017

•   will have reduced the average tenure of non-employee directors from 12.1 to 10.4 years from the end of fiscal 2016 to immediately following the Annual Meeting, assuming all nominees are elected

Gender and Diversity

•   ask directors to self-identify based on a range of diversity characteristics, including gender, race, ethnicity, sexual orientation, and disability

•   two continuing female directors, one female director not standing for re-election

•   two ethnically diverse directors

•   two of three Board committee chairs are female as of the end of fiscal 2022

Compensation

•   maintain limits on annual compensation for non-employee directors

COMMITMENT TO
INVESTORS

Outreach and Engagement

•   regular outreach to stockholders on business and financial performance and industry dynamics

•   in the last 12 months, engaged with over half of our 25 largest stockholders

•   outreach to stockholders on our ESG practices, including new ESG investor presentation in January 2022

Return of Capital and Dilution

•   authorized new $1 billion share repurchase program in December 2021

•   in fiscal 2022, completed buyback of $500 million of shares under our share repurchase program, including a $250 million accelerated share repurchase

•   repurchase and retire shares to satisfy tax withholding on vesting of employee equity awards

Market-Standard Proxy Access and Majority Vote in Uncontested Elections

STRONG
GOVERNANCE

Stock Ownership Guidelines

•   ownership requirements for directors and officers, including 5x base salary for CEO and 5x cash retainer for non-employee directors

•   50% holding requirement until relevant minimum ownership level is achieved

Corporate Governance Review

•   regularly review and update Bylaws and Code of Ethics for Directors

•   annually update Principles of Corporate Governance and refresh all Board Committee Charters

CULTURE OF INTEGRITY

Promote Strong Ethical Business Culture

•   Board of Directors ratified in January 2022 the adoption of an updated Code of Business Conduct and Ethics enhancing readability, practical application, and additional best practices

•   updated required training and recurring affirmations for all employees on Code of Business Conduct and Ethics

•   maintain several easily accessible internal and external methods by which our employees, business partners, and investors can report concerns relating to the ethical operation of our business, including anonymously where permitted

•   annual employee surveys on compliance program and culture of integrity with feedback from approximately 69% of employees in fiscal 2022

Corporate Compliance Governance

•   dedicated Compliance and Ethics function

•   Corporate Compliance Committee comprised of senior leaders promotes integrity and compliance leadership throughout Ciena

Long-term financial targets

Three-year strategic plan

Annual financial and 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

  Hassan M. Ahmed, Ph.D.

III (2024)

Executive Chairman and CEO, Sway AI, Inc.

❖

❖

1

  Bruce L. Claflin

III (2024)

Former CEO, 3Com Corporation

❖

❖

1

  Lawton W. Fitt

  I (2025)

Chairperson, The Progressive Corporation

❖

2

  Patrick T. Gallagher

III (2024)

Chairman, Harmonic, Inc.

❖

❖

1

  Devinder Kumar

  I (2025)

Former EVP, CFO and Treasurer, Advanced Micro Devices, Inc.

❖

0

  Patrick H. Nettles, Ph.D.

  I (2025)

Executive Chair, Ciena Corporation

0

  T. Michael Nevens

III (2024)

Senior Advisor, Permira Advisors, LLC

❖

1

  Judith M. O’Brien

 II (2023)

Former Partner, King & Spalding LLP

❖

❖

0

  Joanne B. Olsen

 II (2023)

Former EVP Global Cloud Services & Support, Oracle Corporation

❖

❖

2

  Gary B. Smith

 II (2023)

CEO, Ciena Corporation

0

  Fiscal 2022 Meetings

Board: 8

7

8

5

Chair

Members

Devinder Kumar

Bruce L. Claflin

T. Michael Nevens

Qualifications, as determined by the Board:

•   “Is a separately designated standing audit committee” in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)

•   Each member meets both the independence criteria established by the SEC under Rule 10A-3 under the Exchange Act and qualifies under the general independence standards of the NYSE

•   Each member is financially literate

•   Each of Mr. Claflin, Ms. Fitt and Mr. Kumar is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K of the Exchange Act and each member qualifies as an independent director under the NYSE listing standards for purposes of audit committee service

Among its responsibilities, the committee:

•   Appoints and establishes the compensation for Ciena’s independent registered public accounting firm

•   Approves in advance all engagements with Ciena’s independent registered public accounting firm to perform audit and non-audit services

•   Reviews and approves the procedures used by Ciena to prepare its periodic reports

•   Reviews and approves Ciena’s critical accounting policies and matters

•   Discusses audit plans and reviews results of audit engagements with Ciena’s independent registered public accounting firm

•   Obtains and reviews a report of Ciena’s independent registered public accounting firm describing certain matters required by the NYSE listing standards

•   Reviews the independence of Ciena’s independent registered public accounting firm

•   Oversees Ciena’s internal audit function and Ciena’s accounting processes, including the adequacy of its internal controls over financial reporting

•   Where it determines to do so, makes recommendations to the Board of Directors with respect to rotation of the lead partner of the independent registered public accounting firm

•   Reviews, considers and approves, if necessary, any related person transactions in accordance with our Policy on Related Person Transactions and applicable NYSE rules

Ciena’s independent registered public accounting firm and internal audit department report directly to the Audit Committee

Risk Oversight

Oversee management of financial risks associated with:

•   accounting matters

•   liquidity and credit

•   corporate tax positions

•   insurance coverage

•   cash investment strategy

•   financial results

Oversee financial and business process systems

Oversee management of risks relating to the performance of Ciena’s internal audit function and its independent registered public accounting firm

Oversee whistleblower complaints and internal investigations

Oversee Ciena’s systems of internal controls and disclosure controls and procedures

Oversee IT risk management, cybersecurity matters and data privacy and receive quarterly updates from members of senior management on information security risks

Assess with management and independent auditors significant non-financial risks and legal and regulatory matters

Chair

Members

Hassan M. Ahmed, Ph.D.

Judith M. O’Brien

Joanne B. Olsen

Qualifications, as determined by the Board:

•   The members of the Governance and Nominations Committee all qualify under the general independence standards of the NYSE

Among its responsibilities, the committee:

•   Reviews, develops and makes recommendations regarding various governance matters related to the Board of Directors, including its size, composition, standing committees and practices

•   Establishes and maintains a balanced board of directors representing a diversity of skills, perspectives and backgrounds

•   Takes reasonable steps to include diverse candidates with respect to gender, ethnicity, race, nationality and age in the context of the needs of the Board of Directors in the pool of potential board nominee candidates

•   Reviews and implements corporate governance policies, practices and procedures

•   Conducts an annual review of the performance and effectiveness of the Board of Directors, its standing committees, and its individual members

•   Makes recommendations to the Board of Directors regarding the composition and independence of its non-employee members

•   Provides oversight and direction for our compliance and ethics program and stockholder engagement related to our sustainability practices

The committee considers recommendations for nomination from other sources and interested parties, including Ciena’s officers, directors and stockholders. When appropriate, the Governance and Nominations Committee may retain executive recruitment firms to assist in identifying suitable candidates. In considering these recommendations, the committee:

•   Applies the standards described in “Director Qualifications” above

•   Considers the current size and composition of the Board

•   Considers the needs of the Board and its committees

Risk Oversight

Oversee management of risks associated with:

•   corporate governance practices and sustainability

•   compliance and ethics program

•   director independence

•   Board composition

•   Board performance

•   annual assessment of Board effectiveness

Review and assess allocation of responsibility for risk oversight among the Board and its standing committees

Chair

Members

Hassan M. Ahmed, Ph.D.

Bruce L. Claflin

Patrick T. Gallagher

Joanne B. Olsen

Qualifications, as determined by the Board:

•   The members of the Compensation Committee qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act

•   The members are independent directors under the NYSE listing standards for purposes of compensation committee service

Among its responsibilities, the committee:

•   Has authority and oversight relating to the development of Ciena’s overall compensation strategy and compensation programs

•   Establishes our compensation philosophy and policies

•   Oversees compensation plans for our executive officers and non-executive employees

•   Has oversight responsibility for the compensation program for Ciena’s non-employee directors

•   Receives information and advice from its compensation consultant, as described below

•   Reviews and has final authority to approve and make decisions with respect to the compensation of our executive officers

In determining compensation of our executive officers, the committee:

•   Annually evaluates the performance of our CEO and our Executive Chair

•   Considers evaluations by or recommendations from our CEO regarding our other executive officers

The Board has delegated limited authority to our CEO to make equity awards to employees who are not part of the executive leadership team, within certain parameters and guidelines related to the size, terms and conditions of such awards. The Compensation Committee regularly reviews quarterly and year-to-date grant activity pursuant to this delegated authority.

Risk Oversight

Oversee management of risks associated with:

•   executive compensation

•   overall compensation and benefit strategies

•   compensation and benefit plans and arrangements

•   compensation practices and policies

•   Board of Directors’ compensation

•   overall workforce planning and strategy

•   attraction and retention

•   talent management, diversity, equity and inclusion

•   promotion of physical and emotional health and wellbeing

attract and retain talented executives by offering competitive compensation packages;

motivate our executive officers to achieve strategic and tactical objectives, including the profitable growth of Ciena’s business;

align executive compensation with stockholder interests;

reward our executive officers for individual, functional and corporate performance; and

promote a pay-for-performance culture.

assist in the selection of a group of peer companies;

provide information on compensation paid by such peer companies to their executive officers;

analyze compensation survey data to supplement publicly available information on compensation paid by peer companies;

advise on alternative structures or forms of compensation and allocation considerations;

advise on appropriate levels of compensation for the NEOs and the other members of the executive team; and

prepare “tally sheets” showing, for each executive officer, all elements of compensation received in previous fiscal years, equity grant details, the projected value of vested and unvested equity awards outstanding, and a comparative analysis of compensation relative to the peer group.

Cash Compensation

Amount

Annual Retainer — Non-Employee Director

Additional Annual Retainer — Lead Independent Director

Additional Annual Retainer — Audit Committee

$  15,000 (other members)        

Additional Annual Retainer — Compensation Committee

$  10,000 (other members)

Additional Annual Retainer — Governance and Nominations Committee

$    6,000 (other members)

Equity Compensation

Target Delivered Value ($)        

Initial RSU Award — Upon Director Election or Appointment

$  225,000

Annual RSU Award — Non-Employee Directors and Executive Chair

$  225,000

Fees Earned

or

Paid in Cash

($) (1)

Stock Awards

($) (2)

All Other

Compensation

($) (3)

Total

($)

Patrick H. Nettles, Ph.D.

—

$  225,665

$  156,000

$  381,665

Hassan M. Ahmed, Ph.D.

$    91,000

$  225,665

—

$  316,665

Bruce L. Claflin

$  100,000

$  225,665

—

$  325,665

Lawton W. Fitt

$  110,000

$  225,665

—

$  335,665

Patrick T. Gallagher

$  135,000

$  225,665

—

$  360,665

Devinder Kumar

$    90,000

$  225,665

—

$  315,665

T. Michael Nevens

$    90,000

$  225,665

—

$  315,665

Judith M. O’Brien

$  106,000

$  225,665

—

$  331,665

Joanne B. Olsen

$    91,000

$  225,665

—

$  316,665

Reflects the aggregate dollar amount of all cash compensation earned for service as a director, including the retainers and meeting attendance fees described in “Cash Compensation” above.

The amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value of RSU awards granted during fiscal 2022, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The aggregate grant date fair value is calculated using the closing price of Ciena common stock on the grant date as if all of the shares underlying these awards were vested and delivered on the grant date. For each director, the aggregate grant date fair value in the above table was calculated using the closing price of Ciena common stock on March 31, 2022, the grant date for each such director’s annual award. Each of these awards was granted under the 2017 Plan and vests on the one-year anniversary of the grant date. The aggregate grant date fair values will likely vary from the actual amount ultimately realized by any director based on a number of factors, including the number of shares that ultimately vest, the effect of any deferral elections, the timing of any sale of shares, and the market price of Ciena common stock at the time of disposition.

Non-employee directors do not receive any perquisites or other personal benefits or property as part of their compensation. Dr. Nettles does not receive cash compensation for his service as a director; the amount reported as “All Other Compensation” for Dr. Nettles reflects (a) his annual base salary for service as an executive officer of Ciena during fiscal 2022 and (b) Section 401(k) plan matching contributions paid by Ciena and available to all full-time U.S. employees on the same terms.

Aggregate

Number of

Unvested

Shares

or Units

(#)

Patrick H. Nettles, Ph.D.

3,722

Hassan M. Ahmed, Ph.D.

3,722

Bruce L. Claflin

3,722

Lawton W. Fitt

3,722

Patrick T. Gallagher

3,722

Devinder Kumar

3,722

T. Michael Nevens

3,722

Judith M. O’Brien

3,722

Joanne B. Olsen

3,722

The Board of Directors recommends that you vote

FOR

the ratification of the appointment of PwC as our independent registered public accounting firm for fiscal 2023

Fee Category

Fiscal

2021

Fiscal

2022

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

Total Fees

The Audit Committee is composed entirely of non-management directors. The members of the Audit Committee meet the independence and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Audit Committee assists the Board in fulfilling its oversight responsibilities, including by assessing and monitoring the quality and integrity of Ciena’s accounting systems and practices, financial information and financial reporting practices, potential financial, legal and regulatory exposures, systems of internal controls, internal audit function and the independent audit process. Ciena’s management is responsible for Ciena’s financial statements, and its independent registered public accounting firm is responsible for planning and conducting an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Audit Committee operates under a written charter that describes the scope of its responsibilities, and which is available on the “Corporate Responsibility – Governance Documents” page of the “Investors” section at www.ciena.com.

During fiscal 2022, the Audit Committee discussed with PricewaterhouseCoopers LLP (“PwC”), Ciena’s independent registered public accounting firm, the overall scope and plans for the audit. The Audit Committee met regularly with PwC, with and, at times, without management present, to discuss the results of PwC’s examinations, evaluations of Ciena’s internal control over financial reporting and the overall quality of Ciena’s financial reporting practices. The Audit Committee also met with Ciena’s management during fiscal 2022 to consider Ciena’s internal control over financial reporting and Ciena’s disclosure controls and procedures.

In this context, the Audit Committee hereby reports as follows:

1. The Audit Committee has reviewed and discussed Ciena’s audited financial statements for fiscal 2022 with management and with PwC.

2. The Audit Committee has discussed with PwC the matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

3. The Audit Committee has received from PwC the written disclosures and the letter required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, and has discussed with PwC its independence.

4. Based on its review and discussions described in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements for fiscal 2022 be included in Ciena’s Annual Report on Form 10-K for fiscal 2022, for filing with the SEC.

Submitted by the members of the Audit Committee:

Lawton W. Fitt (Chair)

Bruce L. Claflin

Devinder Kumar

T. Michael Nevens

each stockholder (including any group as such term is used in Section 13(d)(3) of the Exchange Act) known by us to beneficially own more than 5% of our common stock;

our Chief Executive Officer and each other named executive officer (as that term is defined in Item 402(a)(3) of Regulation S-K);

each of our directors and director nominees; and

all of our directors and executive officers as a group.

Number of

Shares

Owned (1)

Right to

Acquire (2)

Beneficial

Ownership

Total (3)

Percent of

Outstanding

Shares (%)

More than 5% Stockholders

BlackRock, Inc. (4)

The Vanguard Group, Inc. (5)

FMR LLC (6)

Directors & Named Executive Officers

Patrick H. Nettles, Ph.D. (7)

Gary B. Smith

James E. Moylan, Jr. (8)

Scott A. McFeely

Jason M. Phipps

David M. Rothenstein

Hassan M. Ahmed, Ph.D.

Bruce L. Claflin (9)

Lawton W. Fitt

Patrick T. Gallagher

Devinder Kumar

T. Michael Nevens

Judith M. O’Brien (7)

Joanne B. Olsen

All executive officers and directors (17 persons)

Represents less than 1% of outstanding shares.

Excludes shares that may be acquired through the exercise of stock options, the vesting of restricted stock units or other convertible equity incentive awards.

Except as otherwise set forth in the footnotes below, for our executive officers, represents shares of common stock that can be acquired upon the vesting of restricted stock units within 60 days of the date of this table. For our executive officers and directors, amounts reported also include shares underlying vested restricted stock units deferred pursuant to our Deferred Compensation Plan.

Except as indicated in the footnotes to this table or as set forth in the SEC reports identified below, we believe the persons named in this table, based on information they have furnished to us or the SEC, have sole voting and investment power with respect to all shares of common stock reported as beneficially owned by them, subject to community property laws where applicable.

Stockholder’s address is 55 East 52nd Street, New York, NY 10055. Ownership information is based solely on a Schedule 13G/A filed by stockholder with the SEC on January 26, 2023 and reflects beneficial ownership by stockholder in its capacity as a parent holding company and with respect to certain of its subsidiaries. Stockholder has sole voting power with respect to 16,732,549 shares and sole dispositive power with respect to 17,139,924 shares.

Stockholder’s address is 100 Vanguard Blvd, Malvern, PA 19355. Ownership information is based solely on a Schedule 13G/A filed by stockholder with the SEC on February 9, 2022 and reflects beneficial ownership by stockholder in its capacity as investment advisor and with respect to certain of its subsidiaries. Stockholder has sole voting power with respect to 0 shares, shared voting power with respect to 74,754 shares, sole dispositive power with respect to 14,337,205 shares and shared dispositive power with respect to 211,979 shares.

Stockholder’s address is 245 Summer Street, Boston, Massachusetts 02210. Ownership information is based solely on a Schedule 13G filed by stockholder with the SEC on February 9, 2022 and reflects beneficial ownership by stockholder in its capacity as investment advisor and with respect to certain of its subsidiaries. Stockholder has sole voting power with respect to 3,861,071 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 8,887,807 shares and shared dispositive power with respect to 0 shares.

Voting and investment power is shared with spouse.

Beneficial ownership includes 108,043 shares held in a trust of which Mr. Moylan’s spouse is the beneficiary. Mr. Moylan disclaims beneficial ownership of the securities held by the trust.

Beneficial ownership includes 11,136 shares held in a trust of which Mr. Claflin’s spouse and children are the beneficiaries. Mr. Claflin disclaims beneficial ownership of the securities held by the trust.

❖   80% of CEO target total direct compensation was in the form of equity awards and 60% was “at risk” and performance-based

❖   Increased the base salaries of two NEOs other than the CEO, and increased the target annual cash incentive for our CEO, in order to improve alignment with market

❖   After not increasing the equity values the previous year due to ongoing macro and industry conditions and uncertainties, and thereby falling below the target market positioning range, increased the value of annual equity awards for our CEO and the other NEOs

❖   Due to the negative impact of supply chain constraints on performance against fiscal 2022 revenue and adjusted operating income financial objectives, the NEOs did not receive any annual cash incentive payments and, based on the overachievement of our sales order target due to the positive impact of strong customer demand on sales orders and underachievement of our earnings per share target, the NEOs earned PSUs at 100% of target

❖   A portion of fiscal 2022 performance-based equity compensation was allocated to MSUs with a relative TSR goal measured over a three-year performance period of fiscal 2022 through fiscal 2024

❖   Due to the negative impact of supply chain constraints on financial results and stock price performance in fiscal 2022, the NEOs earned MSUs previously awarded in December 2019 at 69% of target

❖   No adjustments were made to the fiscal 2022 objectives or to payouts for the NEOs under our incentive compensation programs

❖   Achieved solid financial results during a difficult year of significant supply chain disruption and a backdrop of macroeconomic uncertainty

❖   Effectively doubled our fiscal year end backlog from $2.2 billion in fiscal 2021 to $4.2 billion as of the end of fiscal 2022

❖   Completed the buyback of $500 million of shares under our $1 billion share repurchase program, including a $250 million accelerated share repurchase, and ended the fiscal year with $1.2 billion in cash and investments

❖   Maintained a strongly diverse business across markets and customer segments, with our top 10 customers for the year including three U.S. service providers, two international service providers, one cable operator, and four major webscale providers

❖   Grew our WaveLogic Extreme global customer count to more than 200 with more than 50,000 modems shipped since introduction

❖   Grew routing and switching revenue over 40% from fiscal 2021 as we benefited from the addition of the Vyatta business and organic portfolio enhancements, growing to more than 200 Adaptive IP customers

❖   Expanded our addressable market and fiber broadband access solutions portfolio with the acquisitions of Benu Networks and Tibit Communications in fiscal 2023

❖   Achieved our corporate sustainability objectives relating to environmental stewardship, diversity and inclusion, and community impact, and advanced toward our goal of carbon neutrality of CDP-reported operational emissions by the end of 2023 (excluding certain Scope 3 categories)

did not receive any cash incentive bonus payments for fiscal 2022, with such payments earned based on revenue and adjusted operating income

received only 69% of the target MSU awards granted in December 2019, with such awards earned based on TSR relative to a comparison index over a three-year period

achieved PSU awards at target level, with such awards earned based on sales order volume and earnings per share targets for fiscal 2022

Did not increase the base salary of our CEO

Increased the base salaries of two NEOs to improve alignment with market median for their positions and in recognition of the criticality of their operating roles during continued macro and industry challenges and uncertainties

After not increasing the equity values the previous year due to ongoing macro and industry conditions and uncertainties, and thereby falling below the target market positioning range, increased the value of annual equity awards for all NEOs, including our CEO

Increased the target cash incentive opportunity for our CEO to improve market positioning

Did not increase the target cash incentive opportunities for the other NEOs

Continued mix of performance- and time-based equity awards, with 60% of the target award value for the CEO, and 50% of the target award value for the other NEOs allocated to at-risk, performance-based equity in the form of PSUs and MSUs

of our CEO’s target total direct compensation

was in the form of equity awards

of our CEO’s target total direct compensation

was “at-risk” based on our performance

against measurable objectives

CEO Fiscal 2022

Target Total Direct Compensation Mix

WHAT WE DO          

WHAT WE DON’T DO