01—Abstract
Summary
Summary of the 8-K filed February 5, 2014. Cited figures are marked; the original filing is the authoritative source.
Ciena Corporation (CIEN) announced a change to its Board of Directors through an 8-K filing on February 5, 2014.
The company expanded its Board to nine members and appointed T. Michael Nevens as a new director, filling a vacancy in Class III. Mr. Nevens, a seasoned executive with extensive experience in technology and private equity, including leadership roles at McKinsey & Co. and as a senior advisor to Permira Advisers, LLC, will stand for election at the 2014 Annual Meeting of stockholders.
His appointment strengthens the Board with his strategic and governance expertise. In addition to his board duties, Mr. Nevens has been appointed to Ciena's Audit Committee, a key governance role.
To align his interests with shareholders, Ciena has approved a restricted stock unit award for Mr. Nevens, valued at approximately $29,173,a which will vest over three years. Investors can view this as a positive step towards strengthening board oversight and aligning executive compensation with long-term shareholder value.
02—Key points
Key Highlights
- Ciena Corporation expanded its Board of Directors to nine members.
- T. Michael Nevens was appointed as a new director to the Board.
- Mr. Nevens brings significant experience from McKinsey & Co. and Permira Advisers, LLC.
- Mr. Nevens has been appointed to the Audit Committee of the Board.
- A restricted stock unit award of approximately $29,173 was granted to Mr. Nevens, vesting over three years.
- Mr. Nevens will stand for election by stockholders at the 2014 Annual Meeting.
03—Questions
Frequently Asked Questions
Who is T. Michael Nevens and what is his background?
T. Michael Nevens is a 64-year-old individual appointed to Ciena's Board. He has extensive experience, having served as senior advisor to Permira Advisers, LLC, and holding various leadership positions, including director and managing partner of the Global Technology Practice, at McKinsey & Co. He also has academic experience as an adjunct professor at the University of Notre Dame.
Why was the Board size increased?
The Board size was increased to accommodate the appointment of the new director, T. Michael Nevens, filling a newly created vacancy. This expansion allows Ciena to onboard new expertise and strengthen its governance structure.
What is the compensation for the new director?
Mr. Nevens will receive standard non-employee director compensation. Additionally, he was granted a restricted stock unit award with a target delivered value of approximately $29,173, which will vest in equal annual installments on March 20, 2015, 2016, and 2017, provided he continues his service.
When will Mr. Nevens' appointment be formally ratified by shareholders?
While Mr. Nevens' appointment is effective immediately by the Board, he will stand for election by Ciena's stockholders at the 2014 Annual Meeting to serve the remainder of the Class III term.
04—Continue