01—Abstract
Summary
Summary of the 8-K filed June 1, 2012. Cited figures are marked; the original filing is the authoritative source.
Ciena Corporation (CIEN) announced on June 1, 2012, an expansion of its Board of Directors.
The board has been increased to nine members with the appointment of Manuel D. Medina to a Class III director position. Mr. Medina's appointment fills a newly created vacancy and he is expected to stand for election by stockholders at the 2013 annual meeting.
Mr. Medina brings significant experience in the technology sector, having founded and led Terremark Worldwide, Inc. before its acquisition by Verizon. His expertise is expected to be a valuable asset to Ciena's board. As part of his appointment, Mr. Medina received a restricted stock unit award valued at approximately $167,000,a vesting over three years, aligning his compensation with long-term board service.
02—Key points
Key Highlights
- Ciena Corporation's Board of Directors expanded to nine members.
- Manuel D. Medina was appointed as a new director, filling a Class III vacancy.
- Mr. Medina is the founder and former CEO of Terremark Worldwide, Inc., acquired by Verizon.
- The new director's term will expire in 2015, with election required at the 2013 annual meeting.
- A restricted stock unit award of approximately $167,000 was granted to Mr. Medina, vesting over three years.
- The stock award is consistent with Ciena's standard compensation for new directors, pro-rated for the appointment date.
- A press release announcing the appointment is filed as Exhibit 99.1.
03—Questions
Frequently Asked Questions
Who is Manuel D. Medina and what is his background?
Manuel D. Medina is a seasoned executive with extensive experience in the technology industry. He is the founder and former Chairman and CEO of Terremark Worldwide, Inc., a technology company that was acquired by Verizon Communications in May 2011. He also has prior experience at Pricewaterhouse Coopers LLC and is currently the Managing Partner of Medina Capital Partners, an investment firm focused on technology companies.
How will Mr. Medina be compensated for his role as a director?
Mr. Medina received a restricted stock unit award with a target value of approximately $167,000, which will vest in equal annual installments on June 20, 2013, 2014, and 2015. He will also be eligible to receive cash compensation in the form of retainers and meeting fees, as detailed in Ciena's 2012 proxy statement.
What is the impact of this board change on Ciena's governance?
The appointment of Manuel D. Medina to the Board of Directors, particularly given his background in founding and leading a technology company acquired by a major player like Verizon, could bring valuable strategic insights and operational expertise to Ciena. The expansion of the board to nine directors may also reflect a strategic decision to enhance oversight and governance.
When will Mr. Medina officially be a director elected by shareholders?
While Mr. Medina was appointed to the Board effective June 1, 2012, he will stand for election by stockholders at the 2013 annual meeting to serve the remainder of the Class III term, which expires in 2015.
04—Continue