8-KLeadership ChangesExhibits & Filings

CIENA CORP 8-K Report, Executive Changes (Aug 24, 2017)

Filed August 24, 2017For Securities:CIEN

Summary

Ciena Corporation (CIEN) announced a change to its Board of Directors on August 23, 2017. The Board expanded its size to ten members and appointed William D. Fathers as a new director. Mr. Fathers brings a wealth of experience in the communications infrastructure and technology sectors, having held executive positions at VMWare, Savvis Inc., and Thomson Reuters, and currently serves in senior roles at Stonepeak Infrastructure Partners and Berkshire Partners. His appointment is intended to enhance the board's expertise, particularly in areas relevant to Ciena's business strategy and growth. In connection with his appointment, Mr. Fathers will receive a restricted stock unit award with a target value of approximately $116,164, which will vest in September 2018, subject to his continued service. He will also be compensated according to the standard non-employee director compensation arrangements. This move signals Ciena's ongoing commitment to strengthening its governance and leveraging experienced leadership to navigate the evolving telecommunications landscape.

Key Highlights

  • 1Ciena Corporation appointed William D. Fathers to its Board of Directors, increasing the board size to ten members.
  • 2Mr. Fathers brings significant experience from the communications infrastructure and technology sectors, including past roles at VMWare, Savvis Inc., and current positions at Stonepeak Infrastructure Partners and Berkshire Partners.
  • 3The appointment is effective August 23, 2017, and Mr. Fathers will serve in Class II, with his term expiring at the 2020 Annual Meeting, though he will stand for election at the 2018 Annual Meeting.
  • 4Mr. Fathers will receive a restricted stock unit award valued at approximately $116,164, scheduled to vest on September 20, 2018.
  • 5The stock award is pro-rated based on his appointment date and reflects Ciena's standard compensation for new directors.
  • 6Mr. Fathers will also be eligible for standard non-employee director compensation.
  • 7A press release detailing the appointment is furnished as Exhibit 99.1.

Frequently Asked Questions

William D. Fathers is a seasoned executive with extensive experience in communications infrastructure, technology, and private equity. He currently holds positions at Stonepeak Infrastructure Partners and Berkshire Partners. His appointment aims to leverage his expertise to strengthen Ciena's strategic direction and governance.

Mr. Fathers will receive a restricted stock unit award with a target value of approximately $116,164, which is expected to vest in September 2018, provided he continues his board service. He will also receive standard compensation for non-employee directors.

The appointment of a director with Mr. Fathers' specific background in infrastructure and technology can bring fresh perspectives and expertise to the board, potentially influencing strategic decisions and oversight. The expansion of the board suggests a focus on enhancing its capabilities and governance structure.

Although appointed to fill a vacancy with a term expiring in 2020, Mr. Fathers will stand for election by stockholders at Ciena's 2018 Annual Meeting of Stockholders.