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Patrick H. Nettles, Ph.D.

Executive Chairman of

the Board of Directors

“The challenges brought on by the COVID-19 pandemic provided us with opportunities to show perseverance,
strength and kindness.”

- Patrick H. Nettles, Ph.D.

Message from our Board of Directors

Dear Fellow Stockholders:

Fiscal 2020 was a year that brought unprecedented challenges, testing us as individuals, companies and entire industries, and highlighting the essential nature of the global networks that connect us together. The COVID-19 pandemic also provided us with opportunities to show perseverance, strength and kindness. Our 2020 performance, across multiple dimensions, illustrated our market leadership, core values and resiliency. We were able to deliver solid performance in spite of these challenges through consistent execution of our strategy and our ability to leverage our competitive strengths – innovation leadership, diversification and global scale. These strengths serve as the foundation of a uniquely resilient business, differentiating us in the market and giving us confidence about our future.

Our management and our Board believe strongly that our success is ultimately rooted in our people. Through our team’s collective efforts, we achieve exceptional engineering feats, impactful social programs, progressive human capital initiatives and upstanding governance practices. Similarly, good corporate governance and a commitment to high ethical standards and sustainability remain essential to Ciena’s success in our markets. In 2020, we took several meaningful steps, including:

●   Promoting Employee Safety & Wellbeing. Prioritizing the health and safety of our employees, we temporarily closed our offices around the world, shifted the vast majority of our employees to work from home, and instituted travel bans and restrictions. We also adopted new employee benefits and wellbeing initiatives, including physical, emotional, mental, and social programming, global pandemic leave, work from home reimbursements, regular mental wellbeing sessions, morale initiatives, and new wellbeing platforms.

●   Supporting our Communities. In the face of the pandemic, we enhanced our Ciena Cares program, which provides corporate matching for employee charitable donations and volunteer service, to increase our corporate match three-fold. Our employees’ support for neighbors, communities and front-line health care workers has been truly inspiring. We’ve contributed in innovative ways, using 3-D printers and engineering know-how to make and design face shields and components for health care workers. We also created a new community initiative focused on promoting digital inclusion, providing greater opportunities for underserved students through access, technology and digital skills, and have collaborated on community projects with business partners as part of this program.

●   Commitment to Board Refreshment, Diversity and Governance. Refreshment and diversity are important to Ciena’s success. In 2020, we appointed a new independent director and a new executive officer, adding further gender and ethnic diversity to our leadership. We also created and resourced new, dedicated functions focused on Diversity, Inclusion & Belonging initiatives as well as Corporate Compliance & Ethics, and we’re excited to see the output of these new levels of focus.

I encourage you to read more about our Board of Directors, corporate governance practices and executive compensation in the attached 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:

            April 1, 2021

Record Date:

            February 4, 2021

  Time:

            3:00 p.m. Eastern Time

Attendance:

             www.virtualshareholdermeeting.com/CIEN2021

Our COVID-19 Response

Employee Safety and Wellbeing

•  Prioritized employee health and safety, following Centers for Disease Control and Prevention and other relevant guidelines

•  Temporarily closed offices globally

•  Required vast majority of employees to work from home

•  Instituted business travel bans and restrictions

•  Adopted new pandemic leave and work from home benefits

•  Launched wellbeing initiatives focusing on mental health

Business Continuity

•  Established COVID-19 business continuity planning team

•  Implemented business continuity plans to minimize business disruption

•  Mitigated supply chain disruption, including through multi-sourcing

•  Met customer fulfillment needs despite disruptions in ability to provide services and access sites

•  Invested significantly in digital platforms and virtual collaboration, enabling a smooth transition to remote working

Financial Resiliency

•  Increased profitability despite slowdowns in customer spending and business velocity that negatively impacted annual revenue

•  Demonstrated resilient operating model and ability to continue to invest in innovation leadership

•  Strengthened balance sheet and generated cash flow

•  After a temporary pause, reinstated stock repurchase plan in first quarter of fiscal 2021

Community Outreach and Support

•  Tripled corporate matching for employee charitable donations and volunteering through Ciena Cares program

•  Donated personal protective equipment

•  Designed and 3-D printed face shields and components for healthcare workers

•  Launched digital inclusion commitment to provide greater opportunities for underserved students through access, technology, and digital skills

•  Participated in joint digital inclusion community projects with business partners

$3.5B

FY20 Annual Revenue

$1.3B

Cash Position

at FYE 20

#1 or #2

Market Position

in the markets in which we operate*

80+

Countries

in which we sell products

7,000+

Employees

1,800+

Customers

Foundational Strengths

Strategic Initiatives

Leading Technology & Innovation

we own the key enabling technologies for our solutions and use our significant investment capacity to push the pace of innovation in our industry

Grow

grow our core networking platforms and services businesses and extend innovation leadership through offerings that leverage our Adaptive Network^TM vision

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

Develop

embrace multiple consumption models and offer a range of networking solutions across these models to drive the evolution of next-generation network infrastructures and promote choice

Global Scale

we have significant talent and deep resources in engineering, sales, services and customer support that advance our global business

Expand

promote broader adoption of our Blue Planet software and services portfolio to transform network operations and management

❖   Delivered solid financial results, with a significant increase in profitability measures, in spite of the global pandemic

❖   Generated $411 million in free cash flow

❖   Ended fiscal 2020 with $1.3 billion in cash and investments

❖   Grew by more than 300% the number of customers adopting MCP, our domain control software

❖   Pushed the pace of innovation with our Adaptive Network approach, including general availability of the industry’s first single-wavelength 800G product and several deployments of our Adaptive IP solutions

❖   Developed footprint-optimized WaveLogic 5 Nano 100G-400G coherent pluggable transceivers

❖   Completed acquisition of Centina Systems to strengthen Blue Planet’s closed-loop automation portfolio

❖   Added new customers and expanded relationships for our Blue Planet software automation portfolio

COVID-19 Compensation Considerations

•   Compensation decisions for fiscal 2020 were made by the Compensation Committee in December 2019, following Ciena’s outstanding business and financial performance in fiscal 2019 and prior to the onset of the global COVID-19 pandemic

•   Although our sales orders and annual revenue were negatively impacted by COVID-19, our profitability and TSR increased meaningfully in fiscal 2020

•   The Compensation Committee determined not to make any adjustments to the fiscal 2020 objectives or payouts under incentive compensation programs due to the COVID-19 pandemic

•   In light of ongoing macro and industry conditions, at the end of 2020, the Compensation Committee determined not to increase any element of compensation for the NEOs for fiscal 2021

Base Salaries

Equity Award Values

Increased the base salary of the CEO and the other NEOs in order to better align with the market median for their positions and to reflect their and Ciena’s strong performance

Delivered annual equity awards for the CEO and the other NEOs that represented meaningful year-over-year increases in target value in order to keep pace and ensure alignment with the market and to reflect their and Ciena’s strong performance

Target Cash Incentives

Equity Award Structure

Increased the target cash incentive opportunity for the NEOs other than the CEO to better align with the market median and to reflect their and Ciena’s strong performance

Made no adjustments to objectives or payouts for fiscal 2020 cash incentives, despite slowdowns in customer spending and business velocity due to the COVID-19 pandemic

Structured equity awards so that 60% of the target award value for the CEO, and 50% of the target award value for the other NEOs, was allocated to at-risk, performance-based equity in the form of PSUs and MSUs

Made no adjustments to objectives or payments for fiscal 2020 equity awards, despite slowdowns in customer spending and business velocity due to the COVID-19 pandemic

CEO Fiscal 2020

Target Total Direct Compensation Mix

NEO Fiscal 2020

Target Total Direct Compensation Mix

Board Composition

Policies and Charters

Continued our commitment to refreshment and diversity:

•  Appointed a new independent director

•  50% of directors bring gender or ethnic diversity to the Board

•  Reduced average tenure of non-employee directors from 12.1 to 9.7 years from end of fiscal 2016 to end of fiscal 2020

Updated to ensure alignment with governance best practices:

•  Principles of Corporate Governance

•  Code of Ethics for Directors

•  Charters of standing Board committees

❖   Eight of ten directors are independent

❖   Lead Independent Director

❖   Separate Chairman and CEO roles

❖   Code of Ethics for Directors

❖   Standing committees are comprised solely of independent directors

❖   Annual Board and committee self-assessments

❖   Proxy access bylaw

❖   Majority voting in uncontested director elections

❖   Limits on annual director compensation

❖   Independent directors regularly meet without management present

Proposal

Elect 4 Class III Director Nominees

Hassan M. Ahmed, Ph.D.

Former Chairman of the Board and Chief

Executive Officer of Affirmed Networks, Inc.

•   Compensation

•   Governance and Nominations

Bruce L. Claflin

Former President and Chief Executive

Officer of 3Com Corporation

•   Audit

•   Compensation

T. Michael Nevens

Senior adviser to Permira Advisers, LLC

•   Audit

Patrick T. Gallagher

Chairman of Harmonic Inc.

•   Lead Independent Director

•   Compensation

•   Governance and Nominations (Chair)

Proposal

Approve the amendment and restatement of our Employee Stock Purchase Plan

❖   Promotes stock ownership culture and alignment of interest between our employees and stockholders

❖   Represents important compensation element for employee recruitment, retention and motivation

❖   Aligns with best practices and promotes broad-based, cross-border participation

Proposal

Ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2021

❖   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 2020 executive compensation was reasonable and appropriate in light of our business and financial performance

Skills and

Experience

Board Tenure

Non-Executive Directors

0 to 3

Years

4 to 12

Years

13+

Years

Hassan M. Ahmed, Ph.D.

Director Since June 2020

•  Compensation Committee

•  Governance and Nominations Committee

Age 62

Other Public Boards: 0

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

•   Oxefit, Inc. (private)

•   Vesper Technologies, Inc. (private)

Previous Board Experience

•   Affirmed Networks, Inc., Chairman

Professional Highlights

Dr. Ahmed most recently served as Chairman of the Board and Chief Executive Officer of Affirmed Networks, Inc., which was acquired by Microsoft in April 2020. Before founding Affirmed Networks, Inc. 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 69

Other Public Boards: 1

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 international business transactions, risk management, executive compensation and a business-oriented approach to resolving operational challenges

•   Service as a fellow on the National Association of Corporate Directors and as a director of a public technology company

Other Current Board Experience

•   IDEXX Laboratories, Inc., Chair of the Nominating and Governance Committee (public)

Previous Board Experience

•   Advanced Micro Devices, Inc. (AMD)

Professional Highlights

Mr. Claflin served as President and Chief Executive Officer of 3Com Corporation 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.

T. Michael Nevens

Director Since February 2014

•  Audit Committee

Age 71

Other Public Boards: 1

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)

Previous Board Experience

•   Altera Corporation

Professional Highlights

Since 2006, Mr. Nevens has served as senior adviser to Permira Advisers, LLC, an international private equity fund. 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.

Patrick T. Gallagher

Director Since May 2009

•  Lead Independent Director

•  Compensation Committee

•  Governance and Nominations Committee (Chair)

Age 66

Other Public Boards: 1

Skills and Qualifications

•   Extensive international 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)

•   Intercloud SAS, Chairman (private)

•   Mirabeau SAS, Chairman (private)

Previous Board Experience

•   Sollers JSC

Professional Highlights

Since October 2007, Mr. Gallagher has served as Chairman of Harmonic Inc., a global provider of high-performance video solutions to the broadcast, cable, telecommunications and managed service provider sectors. From March 2008 until April 2012, Mr. Gallagher was Chairman of Ubiquisys Ltd. From January 2008 until February 2009, Mr. Gallagher was Chairman of Macro 4 plc, and from May 2006 until March 2008, 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, held various senior management positions at British Telecom.

Lawton W. Fitt

Director Since November 2000

•  Audit Committee (Chair)

Age 67

Other Public Boards: 3

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 companies

Other Current Board Experience

•   The Carlyle Group Inc. (public)

•   Micro Focus International PLC (public)

•   The Progressive Corporation, Chairperson (public)

Previous Board Experience

•   ARM Holdings PLC

•   Thomson Reuters Corporation

Professional Highlights

From October 2002 to March 2005, Ms. Fitt served as Director of the Royal Academy of Arts in London. 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.

Devinder Kumar

Director Since August 2019

•  Audit Committee

Age 64

Other Public Boards: 0

Skills and Qualifications

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

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

•   International and global experience with a multinational organization, including time spent in Asia

•   More than 35 years in the technology industry

Professional Highlights

Mr. Kumar currently serves as Senior Vice President, Chief Financial Officer and Treasurer of Advanced Micro Devices, Inc., in which capacity he is responsible for Advanced Micro Devices, Inc.’s 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.

Patrick H. Nettles, Ph.D.

Director Since April 1994

•  Executive Chairman

Age 77

Other Public Boards: 1

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

•   The Progressive Corporation (public)

•   Trustee for the California Institute of Technology

Previous Board Experience

•   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 Chairman 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.

Judith M. O’Brien

Director Since July 2000

•  Compensation Committee (Chair)

•  Governance and Nominations Committee

Age 70

Other Public Boards: 0

Skills and Qualifications

•   Experience working in a private law firm focused on technology companies

•   Service as a venture capital professional and as in-house general counsel

•   Important perspective with respect to the overall technology sector and in identifying and assessing legal and regulatory risks

•   Expertise in assessing and structuring strategic transactions, including capital raising opportunities, intellectual property matters, acquisitions, joint ventures and strategic alliances

•   Brings extensive knowledge and experience in the areas of executive compensation and corporate governance to her service as Chair of the Compensation Committee and her membership on the Governance and Nominations Committee

Other Current Board Experience

•   MagicCube, Inc., Chairman (private)

•   Theatro Labs, Inc. (private)

•   LightDeck Diagnostics, Inc. (private)

Previous Board Experience

•   Adaptec, Inc.

•   Inform, Inc.

Professional Highlights

From November 2012 until her retirement in December 2019, Ms. O’Brien served as a partner and head or co-head of the Emerging Company Practice Group at the law firm of King & Spalding LLP. Ms. O’Brien served as Executive Vice President and General Counsel of Obopay, Inc., a provider of mobile payment services, from November 2006 through December 2010. From February 2001 until October 2006, Ms. O’Brien served as a Managing Director at Incubic Venture Fund, a venture capital firm. From August 1980 until February 2001, Ms. O’Brien was a lawyer with Wilson Sonsini Goodrich & Rosati, where, from February 1984 to February 2001, she was a partner specializing in corporate finance, mergers and acquisitions, and general corporate matters.

Joanne B. Olsen

Director Since October 2018

•  Compensation Committee

•  Governance and Nominations Committee

Age 62

Other Public Boards: 2

Skills and Qualifications

•   Significant industry experience and knowledge of cloud infrastructure applications

•   Senior leadership experience with large, multinational technology companies

•   International 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 public company director

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 60

Other Public Boards: 1

Skills and Qualifications

•   As Chief Executive Officer of Ciena for over 19 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

•   Almost 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

Other Current Board Experience

•   CommVault Systems, Inc. (public)

Previous Board Experience

•   Avaya, 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 Advisory Council for the Center for Innovation, Creativity and Entrepreneurship; and participates in initiatives with the Center for Corporate Innovation.

The Board of Directors recommends that you vote

FOR

the election of the four Class III nominees listed above

   People & Culture        

  Environmental &
  Sustainability

    Community Outreach &
    Support

        Corporate Governance

People & Culture

Our “People Promise,” launched in fiscal 2020, focuses on fostering a workplace environment where our employees are empowered, feel included and have an opportunity to make a difference through their work at Ciena. In so doing, we seek to cultivate for employees a culture of vibrancy, belonging and happiness, while enabling us to be an attractive employer of choice within our markets. Our “people strategy” is annually reviewed by and discussed with our Board.

Employee Wellbeing and Engagement

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

•   regular broad employee satisfaction surveys (ESAT)

•   pulse surveys on specific issues

•   promote environment where employees are engaged, satisfied, productive, and possess a strong understanding of business goals

•   long-standing practice of remote and flexible working arrangements

•   flexible paid time off in the U.S. and Canada

•   life planning and retirement readiness programming

•   wellness platforms and expense reimbursement benefits

•   fitness challenges and rewards

•   24x7 crisis support and employee assistance program

•   mental health coaching

Diversity and Inclusion

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.

•   recruiting outreach to extend diverse representation

•   internal networking and resource groups include our Women@Ciena group, Black & African Heritage group, and Pride@Ciena LGBT+ group

•   new dedicated function focused on Diversity, Inclusion & Belonging initiatives

•   inclusivity networks

•   mentoring programs

Growth and Development

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

•   “Inside First” initiatives look at opportunities to cultivate talent for new roles from within

•   “Ciena Next” program for early in career employees and new graduate hiring

•   management and leadership development programs

•   mentoring programs

•   employee learning and training initiatives

•   support for continuing education through tuition reimbursement

Competitive Compensation and Pay Equity

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

•   gender pay fairness assessments

•   incentives tied to business and individual performance

•   competitive parental, caregiver, and adoption leave

•   meaningful retirement benefits

•   employee stock purchase plan

•   equity compensation pushed deeper into the organization in fiscal 2019 and 2020

Employee Recognition

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

•   annual “Spirit of Ciena” awards to recognize employees who best exemplify Ciena’s core values

•   “bravo” and “applause” programs for spot awards and recognition of employee contributions throughout the year

•   patent incentive and distinguished engineer awards

•   “Ciena Cares” awards recognizing employees and teams who exemplify our commitment to communities and volunteerism

COVID-19 Response

We have been prioritizing the safety and wellbeing of our employees during this unprecedented period, including:

•   temporary office closures around the world, with limited exceptions for employees in certain roles

•   large-scale employee work from home arrangements on a regular basis

•   instituted travel bans and restrictions

•   meaningful precautions in accordance with CDC and relevant guidelines

•   new employee benefits and wellbeing initiatives

•   physical, emotional, mental, and social programming

•   global pandemic leave

•   work from home reimbursement benefit

•   new wellbeing platforms, including regular mental wellbeing sessions and morale initiatives

•   comprehensive set of global site reopening guidelines

Recognition

•   “Great Place to Work” certified in the U.S., India, and Canada

•   Recognized as one of Fortune’s “Most Admired Companies” in each year, 2017 through 2021

Environmental & Sustainability

We believe sustainability is more than a corporate responsibility – it is a fundamental part of our strategy and key to achieving our goals and success in our markets.

Sustainability in Our Products and Suppliers

Our technology innovation reduces the environmental impact of network infrastructures in a time of significant traffic and service expansion.

•   our WaveLogic coherent modem solutions have yielded immense contributions to sustainability for over 10 years:

•   through the end of fiscal 2019, energy efficient product innovation related to our first four generations of this technology has helped network operators avoid over three million metric tons of CO₂ emissions

•   WaveLogic 5 extreme, launched in fiscal 2020, yields a 50 percent improvement in power and floorspace per bit as compared to our fourth generation WaveLogic Ai solution

•   member of the Responsible Business Alliance (“RBA”)

•   we have adopted, and seek to ensure that our key direct suppliers adopt, the standards and principles set forth in the RBA Code of Conduct

•   TL9000 certified product lifecycle management process

•   sustainability assessments with suppliers representing significant spend

•   supplier diversity program

•   engagement with key customers on sustainability opportunities in products and fulfillment

Climate Change

Addressing climate change is a priority at Ciena. Mitigating climate risks and reducing our greenhouse gas (GHG) emissions are integrated into our long-term strategic planning and operations management.

•   committed to be carbon neutral across our global operations by 2023

•   participate in CDP climate change and water disclosures

•   partnered with Tree-Nation to offset certain operational emissions by planting a tree for each employee at Ciena

•   rapid adoption of flexible and remote working and collaborative tools

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

•   5 locations LEED certified or certifiable

Reporting and Recognition

•   RBA / Responsible Minerals Initiative / TIA sustainability membership

•   Published initial Corporate Social Responsibility (“CSR”) Report in December 2018

•   AT&T Diversity Supplier Award

•   Completed global Environment, Health and Safety Management System Certification

•   Platinum rating by EcoVadis

Community Outreach & Support

We believe it is important to give back and promote community outreach and support through corporate giving, charitable matching, and robust employee volunteerism in the communities in which we live and work.

Encourage Opportunities to Volunteer Time

We support and encourage our employees’ passion for giving back to the community through Ciena Cares, our comprehensive, best-in-class community program.

•   local “Ciena Cares Champions” across the globe promote engagement in our communities

•   volunteering time off and flexible volunteering during work time

•   matching rewards for volunteer hours served provide further charity benefits that can be directed by employees

•   joint community projects with customers and business partners

•   opportunities for employees to volunteer in person or virtually

Charitable Donation Matching

We believe it is important to invest resources to positively impact the communities in which we live and work.

•   online charitable giving portal to promote employee donation and corporate matching program

•   new employee stipend to donate to their favorite charities

•   up to $5,000 annual matching for employee donations

Support for Employees

We offer support to employees through:

•   disaster relief programs for employees, customers and natural disaster response

•   support for STEM education

COVID-19 Response

We and our global workforce have undertaken a range of volunteering and charitable actions to support our neighbors, communities and front-line health care workers during this challenging time.

•   enhanced by three times our corporate charitable matching program for employee donations and volunteering

•   donated personal protective equipment

•   3-D printed and designed face shields and components for health care workers

•   created new community initiative focused on promoting digital inclusion and providing greater opportunities for underserved students through access, technology and digital skills

•   have undertaken joint community projects with business partners as part of the digital inclusion program

Corporate Governance

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.

Board of Directors

Refreshment

•  appointed new independent director in each of the past four years

•  appointed new Lead Independent Director and Chair of Governance and Nominations Committee in 2017

•  reduced average tenure of non-employee directors from 12.1 to 9.7 years from end of fiscal 2016 to end of fiscal 2020

Gender and Diversity

•  three female directors

•  two ethnically diverse directors

•  two of three Board committee chairs are female

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

•  outreach to stockholders on our environmental, social and governance practices, including executive compensation, in fiscal 2019

Return of Capital and Dilution

•  $500 million share repurchase program (temporarily paused in March 2020 due to COVID-19 related considerations and resumed in December 2020)

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

Adopted Proxy Access and Majority Vote in Uncontested Elections

Strong Governance

Stock Ownership Guidelines

•  strong minimum 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 Vehicles

•  annually update Code of Ethics for Directors

•  annually update Principles of Corporate Governance

•  annually refresh all Board Committee Charters

Created new dedicated Corporate Compliance & Ethics function in 2020

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 (2021)

Former CEO, Affirmed Networks, Inc.

❖

❖

0

  Bruce L. Claflin

III (2021)

Former CEO, 3Com Corporation

❖

❖

1

  Lawton W. Fitt

  I (2022)

Chairperson, The Progressive Corporation

❖

3

  Patrick T. Gallagher

III (2021)

Chairman, Harmonic, Inc.

❖

❖

1

  Devinder Kumar

  I (2022)

SVP, CFO and Treasurer, Advanced Micro Devices, Inc.

❖

0

  Patrick H. Nettles, Ph.D.

  I (2022)

Executive Chairman, Ciena Corporation

1

  T. Michael Nevens

III (2021)

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

1

  Fiscal 2020 Meetings

Board: 8

8

8

7

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 and considers 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 risks

•   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 the company’s internal audit function and its independent registered public accounting firm

Oversee whistleblower complaints and internal investigations

Oversee the company’s systems of internal controls and disclosure controls and procedures

Oversee IT risk management, cybersecurity matters and data privacy

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 are all independent directors under applicable rules 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

•   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 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 same 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 Chairman

•   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

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 detail, 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

$

  220,000          

Annual RSU Award — Non-Employee Directors and Executive Chairman

$

  220,000          

Fees Earned

or

Paid in Cash

($) (1)

Stock Awards

($) (2)

All Other

Compensation

($) (3)

Total

($)

Patrick H. Nettles, Ph.D.

—

$

230,640

$

  162,377

$

393,017

Hassan M. Ahmed, Ph.D.

$

43,000

$

164,789

—

$

207,789

Bruce L. Claflin

$

95,000

$

230,640

—

$

325,640

Lawton W. Fitt

$

  105,000

$

230,640

—

$

335,640

Patrick T. Gallagher

$

  125,000

$

  230,640

—

$

  355,640

Devinder Kumar

$

85,000

$

230,640

$

315,640

T. Michael Nevens

$

85,000

$

230,640

—

$

315,640

Judith M. O’Brien

$

101,000

$

230,640

—

$

331,640

Joanne B. Olsen

$

86,000

$

230,640

—

$

316,640

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 2020, 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 other than Dr. Ahmed, the aggregate grant date fair value in the above table was calculated using the closing price of Ciena common stock on April 2, 2020, 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. For Dr. Ahmed, the aggregate grant date fair value in the above table was calculated using the closing price of Ciena common stock on July 1, 2020, the grant date for his initial

equity award. This award was granted under the 2017 Plan and vests on September 20, 2021. 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 2020, (b) Section 401(k) plan matching contributions paid by Ciena and available to all full-time U.S. employees on the same terms, and (c) reimbursement of costs associated with financial planning and tax preparation services generally made available to all executive officers.

        Aggregate          

        Number of          

        Unvested          

        Shares          

        or Units          

        (#)          

Patrick H. Nettles, Ph.D.

        5,678        

Hassan M. Ahmed, Ph.D.

        3,075        

Bruce L. Claflin

        5,678        

Lawton W. Fitt

        5,678        

Patrick T. Gallagher

        5,678        

Devinder Kumar

        5,678        

T. Michael Nevens

        5,678        

Judith M. O’Brien

        5,678        

Joanne B. Olsen

        5,678        

  Purpose of Proposal

 Why You Should Vote for the Proposal

❖  Extend term of expiring ESPP to April 1, 2031

❖  Increase shares available for issuance under ESPP by 8,700,000 shares

❖  Eliminate evergreen feature

❖  Make other clarifying and administrative changes to the ESPP, as described below

❖  Promotes stock ownership culture and alignment of interest between our employees and stockholders

❖  Important compensation element for employee recruitment, retention and motivation

❖  Aligns with best practices and promotes broad-based, cross-border participation

Proposal No. 2 — Recommendation of the Board of Directors

The Board of Directors recommends that you vote

FOR

the amendment and restatement of our Employee Stock Purchase Plan

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 2021

Fiscal

2019

Fiscal

2020

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 “Governance” page of the “Investors” section at www.ciena.com.

During fiscal 2020, 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 2020 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 2020 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 2020 be included in Ciena’s Annual Report on Form 10-K for fiscal 2020, 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 the “Executive Compensation Tables” below);

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)

Directors & Named Executive Officers

Patrick H. Nettles, Ph.D. (6)

Gary B. Smith

James E. Moylan, Jr.

Scott A. McFeely

Jason M. Phipps

David M. Rothenstein

Hassan M. Ahmed, Ph.D.

Bruce L. Claflin

Lawton W. Fitt

Patrick T. Gallagher

Devinder Kumar

T. Michael Nevens

Judith M. O’Brien (6)

Joanne B. Olsen

All executive officers and directors (18 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 1, 2021 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 14,032,610 shares and sole dispositive power with respect to 14,792,049 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 12, 2020 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 79,660 shares, shared voting power with respect to 31,271 shares, sole dispositive power with respect to 14,470,982 shares and shared dispositive power with respect to 90,794 shares.

Voting and investment power is shared with spouse.

❖  The compensation-related decisions for fiscal 2020 were made in December 2019, following Ciena’s outstanding business and financial performance in fiscal 2019 and prior to the onset of the global COVID-19 pandemic. Although our sales orders and revenue were negatively impacted by COVID-19 due to slowdowns in customer spending and business velocity in the second half of fiscal 2020, our profitability increased as a result of higher gross margins and lower operating expense due to resulting business dynamics

❖  Against this backdrop, the Committee determined not to make any adjustments to the fiscal 2020 objectives or payouts for the NEOs under the incentive compensation programs

❖  Subsequently, in light of ongoing macro and industry conditions, at the end of 2020, the Committee agreed not to increase any element of compensation for the NEOs for fiscal 2021

❖   80% of CEO target total direct compensation was in the form of equity awards and 59% was “at risk” and performance-based

❖   Increased the base salary of the CEO and the other NEOs, and the target cash incentives for the other NEOs, in order to better align with the market median for their positions and to reflect their and Ciena’s strong performance

❖   Delivered annual equity awards for the CEO and the other NEOs that represented meaningful year-over-year increases in grant date value in order to keep pace and ensure alignment with the market and to reflect their and Ciena’s strong performance

❖   Based on performance against fiscal 2020 objectives, the NEOs received annual cash incentive payments at 90% of target and earned PSUs at 91.5% of target

❖   Allocated a component of fiscal 2020 performance-based equity to MSUs with a relative TSR goal measured over a three-year performance period; based on relative TSR performance from fiscal 2018 through fiscal 2020, the NEOs earned MSUs previously awarded in December 2017 at 200% of target

❖   Delivered solid financial results in spite of the global pandemic, including significant year-over-year increases in adjusted operating income (32%), adjusted EBITDA (28%) and adjusted earnings per share (40%)

❖   Generated $411 million in free cash flow, representing 66% of adjusted operating income, and ended the year with $1.3 billion in cash and investments

❖   Forced the pace of innovation with our Adaptive Network approach, including general availability of the industry’s first single-wavelength 800G product, new customers and expanded relationships for our Blue Planet software automation portfolio, and several deployments of our Adaptive IP solutions

❖   Supported our employees through wellbeing, inclusion and diversity, and empowerment programs, and instituted a range of volunteering and charitable activities to provide greater resources and opportunities for underserved students in our communities

Increased the base salary of the CEO and the other NEOs in order to better align with the market median for their positions and to reflect their and Ciena’s strong performance

Delivered annual equity awards for the CEO and the other NEOs that represented meaningful year-over-year increases in target value in order to keep pace and ensure alignment with the market and to reflect their and Ciena’s strong performance

Increased the target cash incentive opportunity for the NEOs other than the CEO to better align with the market median and to reflect their and Ciena’s strong performance

Made no adjustments to objectives or payouts for fiscal 2020 cash incentives, despite slowdowns in customer spending and business velocity due to the COVID-19 pandemic

Structured equity awards to include PSUs and MSUs and so that 60% of the target award value for the CEO, and 50% of the target award value for the other NEOs, was allocated to at-risk, performance-based equity

Made no adjustments to objectives or earnouts for fiscal 2020 equity awards, despite slowdowns in customer spending and business velocity due to the COVID-19 pandemic

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 2020

Target Total Direct Compensation Mix

WHAT WE DO          

WHAT WE DON’T DO          

Align pay with performance

Align compensation with stockholder interests

Maintain stock ownership requirements

Use rigorous performance goals

Maintain a compensation recovery (“clawback”) policy

Provide only a limited number of executive perquisites