Independent
Tenure on this board
7.6 yrs
Also a director at
Teradata Corp (TDC)Keysight Technologies Inc (KEYS)
3 nominees · 3 ballot items.
Elect three Class II directors; Ratify PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal 2026; Advisory (non-binding) approval of named executive officer compensation (say-on-pay).
Elect three Class II directors (Joanne B. Olsen, Mary G. Puma, and Gary B. Smith) to serve three-year terms expiring in 2029.
Ratify the appointment of PricewaterhouseCoopers LLP (PwC) as Ciena’s independent registered public accounting firm for fiscal 2026.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy materials.
This management proposal asks stockholders to approve, on a non-binding advisory basis, the compensation of Ciena’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and executive compensation tables. Management seeks approval to reaffirm its compensation framework centered on pay-for-performance, a mix of at-risk performance equity (PSUs and MSUs) and time-based RSUs, and cash incentives tied to revenue, adjusted operating income and corporate objectives. The Board recommends a vote FOR, citing strong fiscal 2025 results (record revenue $4.77B, record orders $7.8B, one-year TSR of 196% Jan 2, 2025–Jan 2, 2026), alignment of incentive outcomes with performance, prior shareholder support (approx. 94% prior year). The proposal is non-binding; the Compensation Committee will consider the results when setting future compensation but retains discretion. Institutional governance context includes typical investor scrutiny of pay-for-performance alignment, equity mix, MSU relative TSR metrics and change-in-control/severance features; the company emphasizes clawback policies, stock ownership guidelines and a double-trigger change-in-control design. The recommendation provides stockholders with an opportunity to express views; failure to approve would likely prompt the Board/Committee to engage with investors but would not automatically change pay arrangements.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD GROUP INC | 9.4% | 13,326,827 | $3.1B |
| 2 | FMR LLC | 8.5% | 11,956,213 | $2.8B |
| 3 | Elyxium Wealth, LLC | 8.3% | 11,749,161 | $2.7B |
| 4 | FMR LLC | 6.3% | 8,961,279 | $2.1B |
| 5 | BlackRock, Inc. | 5.6% | 7,971,965 | $1.9B |
| 6 | JPMORGAN CHASE CO | 5.5% | 7,803,380 | $1.8B |
| 7 | STATE STREET CORP | 3.6% | 5,102,409 | $1.2B |
| 8 | BlackRock, Inc. | 3.0% | 4,301,326 | $1.0B |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.8% | 3,920,596 | $917M |
| 10 | Corient Private Wealth LLC | 2.0% | 2,894,990 | $11M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.