DEF 14A of Viavi Solutions Inc., Sep 27, 2024

DEF 14A of Viavi Solutions Inc.

Filed Sep 27, 2024 · FY20240000912093-24-000067

Open on EDGAR

  1. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    Composition of Director Nominees Reflects Alignment with Long-Term Strategy Key Board Statistics:

  2. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    | | | | 7 out of 8 of our Director nominees are independent (88%). | | | 38% | | Demonstrated commitment to diversity: 3 of our 8 director nominees (38%) are diverse individuals or women. Additionally, 3 out of the 4 last Director nominees to the Board have been women. | | | | | VIAVI regularly reviews board committee leadership, succession, and diversity. | | | Ongoing board refreshment:2 members of our current board were appointed in the past 3 years. |

  3. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    The Board considers length of tenure when reviewing nominees in order to maintain overall balance of experience, continuity, and fresh perspective.

  4. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    | 25% | 37.5% | 37.5% | | 0 – 5 YEARS | 6 – 10 YEARS | 10+ YEARS |

  5. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    | 66 (Average Age) | Our Director nominees also bring a diversity of age and experience. The average age of our Director nominees is 66. Additionally, as part of our approach to board refreshment we maintain a mandatory retirement age in our Corporate Governance Guidelines. Under our current guidelines, Directors who reach the age of 76 are required to retire at the next annual meeting of the Company’s stockholders. |

  6. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    (1)For the purpose of the above figures, this information relates to our Director nominees for the 2024 Annual Meeting and covers the 12-month period ending on September 27, 2024. Board Diversity Matrix The table below summarizes certain self-identified demographic attributes of our current Directors, to the extent disclosed to us by such Directors, as of the date of this Proxy Statement.

  7. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    | Board Size: | | | | Total Number of Directors | 9 | | | Gender: | Male | Female | | Number of Directors based on gender identity | 7 | 2 | | Number of Directors who identify in any of the categories below: | | | | Asian | 1 | | | White | 6 | 2 |

  8. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    Risk Oversight We take a comprehensive approach to risk management as we believe risk can arise in every decision and action taken by the Company, whether strategic or operational. Our comprehensive approach is reflected in the reporting processes by which our management provides timely and comprehensive information to the Board to support the Board’s role in oversight, approval and decision-making. Our Board committees assist the Board in fulfilling its risk oversight responsibilities. Generally, the committee with subject matter expertise in a particular area is responsible for overseeing the management of risk in that area.

  9. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    | THE BOARD | | The Board, as a whole and through its committees, has the ultimate responsibility for the oversight of risk management. Our Board regularly receives updates from management and outside advisors regarding material risks the Company faces, including operational, economic, financial, legal, regulatory, cybersecurity and information technology and ESG risks. The full Board (or the appropriate committee in the case of risks that are reviewed by a particular committee) receives these reports from those responsible for the relevant risk to better understand our risk exposures and the steps that management may take to monitor and control these exposures. When any of the committees receives a report related to material risk oversight, the chair of the relevant committee reports on the discussion to the full Board. |

  10. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    | AUDIT COMMITTEE | | The Audit Committee oversees significant risks and exposures, assesses the steps management has taken to minimize such risks to the Company and discusses policies with respect to risk assessment and risk management, and coordinates the Board’s oversight of the Company’s internal controls over financial reporting and disclosure controls and procedures, as well as the Company’s cybersecurity and information technology risks, controls and procedures. |

  11. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    | COMPENSATION COMMITTEE | GOVERNANCE COMMITTEE | | The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs as well as succession planning for senior executives and human capital management. | The Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, corporate governance and ESG topics. |

  12. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    | MANAGEMENT | | Management is responsible for the day-to-day supervision of risk. The Company periodically conducts comprehensive enterprise risk assessment surveys covering key functional areas and business units. The results are reviewed and discussed by senior management and presented to the full Board. Senior management attends Board meetings, provides presentations on operations including significant risks, and is available to address any questions or concerns raised by the Board. |

  13. Composition of Director Nominees Reflects Alignment with Long-Term Strategy

    Information Security Oversight Our Board considers risks from cybersecurity threats as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. As set forth in its charter, our Audit Committee, comprised fully of independent directors, is responsible for oversight of risk, including cybersecurity and information security risk. Our Audit Committee has established a Cybersecurity Steering Committee consisting of three independent directors, Laura Black (who serves as Chair of the Cybersecurity Steering Committee), Douglas Gilstrap and Joanne Solomon, as well as our Chief Information Officer (CIO), our Chief Information Security Officer (CISO) and other members of our management representing a variety of teams and functions including legal, finance, and internal audit. Members of our Cybersecurity Steering Committee have work experience managing cybersecurity and information security risks, an understanding of the cybersecurity threat landscape and/or knowledge of emerging privacy risks. The purpose of the Cybersecurity Steering Committee is to oversee our compliance with reasonable and appropriate organizational, physical, administrative and technical measures designed to protect the confidentiality, integrity, availability, security and operations of our information technology systems, transactions, and data owned by us, by providing guidance and oversight of our information technology and cybersecurity program. The Cybersecurity Steering Committee generally meets on a quarterly basis and receives reports from the CISO and CIO of our cybersecurity and information security risk management and strategies, covering topics such as data security posture, results from third-party assessments, progress towards key initiatives, our incident response plan, and cybersecurity threat risks, incidents and developments. The Cybersecurity Steering Committee generally delivers reports and updates to the Audit Committee once a quarter. The Audit Committee or, at the Audit Committee’s instruction, the Cybersecurity Steering Committee regularly briefs the full Board on these matters, and the Board receives regular updates on the status of the information security program, including but not limited to relevant cyber threats, roadmap and key initiative updates, and the identification and management of information security risks. Our full Board reviews cybersecurity related opportunities as they relate to our business strategy, and cybersecurity-related matters are also factored into business continuity planning. We have protocols by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported to the Audit Committee. For more information on cybersecurity risk management, strategy and governance, please see Item 1C. Cybersecurity in our Annual Report on Form 10-K for the fiscal year ended June 29, 2024.

  14. Age 70

    Age 70 Director Since: February 2005 Chair of the Board Since: November 2012 Experience: Mr. Belluzzo served as interim Chief Executive Officer of VIAVI from August 2015 through February 2016. Mr. Belluzzo has served as US Partner of Innogest SGR SpA, a European Venture Fund since February 2015. From April 2011 to August 2012, he served as Executive Chair of Quantum Corporation, a provider of backup, recovery and archive products and services. From 2002 to 2011, he was Chair and Chief Executive Officer of Quantum Corporation. Prior to that, Mr. Belluzzo was President and Chief Operating Officer of Microsoft Corporation. Prior to becoming its President and Chief Operating Officer, Mr. Belluzzo served as Microsoft’s Group Vice President of the Personal Services and Devices Group and was Group Vice President for the Consumer Group. Prior to Microsoft, Mr. Belluzzo was Chief Executive Officer of Silicon Graphics Inc. Before Silicon Graphics, Mr. Belluzzo held a series of increasingly senior roles at Hewlett Packard Company, culminating in his service as Executive Vice President of the Computer Products Organization. Mr. Belluzzo previously served on the boards of Quantum Corporation and PMC-Sierra, and previously served as the Chair of the Board of Directors, a member of the Governance and Nominating Committee, and Chair of the Compensation Committee of InfoBlox. Qualifications: Mr. Belluzzo’s background and experience as the Chief Executive Officer of public companies, as well as his deep knowledge of the technology industry, senior leadership roles and service on the boards of other prominent public companies allow him to contribute significantly to the Board as its independent Chair and to its Compensation and Governance Committee.

  15. Keith Barnes

    Keith Barnes

  16. Age 73

    Age 73 Director Since: October 2011 Experience: Mr. Barnes served as Chief Executive Officer of Verigy Ltd, a semiconductor automatic test equipment company, from 2006 through 2010 and as Chair of the Board of Verigy from 2008 through 2011. Prior to that, he was Chair and Chief Executive Officer of Electroglas, Inc from 2003 through 2006 and Chair and Chief Executive Officer of Integrated Measurement Systems, Inc. from 1995 through 2001. Mr. Barnes is currently a member of the Board of Directors, Chair of the Compensation Committee, and member of the Governance and Nominating Committee of Knowles Corporation. Within the past five years, Mr. Barnes also served on the Board of Director of Rogers Corporation. Other Current Public Company Boards: Knowles Corporation Public Company Boards in Last Five Years: Rogers Corporation Mr. Barnes’ extensive management experience as Chief Executive Officer of several technology companies, test and measurement industry background, and international sales and marketing knowledge, along with his experience as a board member for several public technology companies, provide important perspective and expertise as a Director and Chair of the Compensation Committee and a member of the Audit and Governance Committee.

  17. Laura Black

    Laura Black

  18. Age 63

    Age 63 Director Since: February 2018 Experience: Ms. Black has served as a Managing Director of Needham & Company, LLC, a full-service investment banking firm since 1999. At Needham, she has raised public and private equity capital for numerous technology companies and served as strategic financial advisor on multiple mergers and acquisitions transactions. From July 1995 to February 1999, she served as a Managing Director of Corporate Finance at Black & Company, a regional investment bank subsequently acquired by Wells Fargo Van Kasper. From July 1993 to June 1995, Ms. Black served as a Director for TRW Avionics & Surveillance Group where she evaluated acquisition candidates, managed direct investments and raised venture capital to back spin- off companies. From August 1983 to August 1992, she worked at TRW as an electrical engineer designing spread spectrum communication systems. Ms. Black is currently a member of the Board of Directors, Chair of the Nominating and Governance Committee and member of the Audit Committee of Ichor Holdings, Ltd. Ms. Black is also currently a member of the Board of Directors and Interim Chair of the Audit Committee of Sakuu Corporation. Within the last five years, Ms. Black also served as a member of the Board of Directors and Chair of the Audit Committee of Super Micro Computer, Inc. Other Current Public Company Boards: Ichor Holdings, Ltd. Public Company Boards in Last Five Years: Super Micro Computer, Inc. Qualifications: Ms. Black’s investment banking background and substantial experience with mergers and acquisitions and technology- focused firms as well as her experience as a public company audit committee chair, bring important perspective and expertise to the Board and its Corporate Development Committee and assist the Board in evaluating strategic opportunities.

  19. Donald Colvin

    Donald Colvin

  20. Age 71

    Age 71 Director Since: October 2015 Experience: Mr. Colvin was the Interim Chief Financial Officer of Isola Group Ltd. from June 2015 to July 2016. Mr. Colvin previously served as Chief Financial Officer of Caesars Entertainment Corporation from November 2012 to January 2015 and before that was Executive Vice President and Chief Financial Officer of ON Semiconductor Corp. from April 2003 to October 2012. Prior to joining ON Semiconductor, he held a number of financial leadership positions, including Vice President of Finance and Chief Financial Officer of Atmel Corporation, Chief Financial Officer of European Silicon Structures as well as several financial roles at Motorola Inc. Mr. Colvin is Chairman of the Board of Directors of Maxeon Solar Technologies and member of the Audit Committee and Chair of the Compensation Committee. Mr. Colvin also serves as a member of the Board of Directors and Chair of the Audit Committee of Agilysys, Inc. and was previously a Director of Applied Micro Circuits Corp. Other Current Public Company Boards: Maxeon Solar Technologies Agilysys, Inc. Mr. Colvin’s financial expertise and service on several public company boards of Directors provide valuable perspective on the Company’s operations and opportunities and provide valuable perspective and expertise as a Director and Chair of the Audit Committee and member of the Corporate Development Committee.

  21. Douglas Gilstrap

    Douglas Gilstrap

  22. Age 61

    Age 61 Director Since: November 2022 Experience: Mr. Gilstrap has worked in the technology and telecommunication sector for 25 plus years. He is still active on private equity boards. He is also an active venture capital investor. Mr. Gilstrap focuses on growth related investments in the technology infrastructure area for enterprise and service provider markets. From 2014 to 2022, Mr. Gilstrap served as Senior Industrial Advisor and Venture Partner at EQT and TCV. From 2009 to 2014, Mr. Gilstrap served as global Chief Strategy Officer at Ericsson. From 2003 to 2006 he was Head of Strategy at Cable and Wireless. Prior to that, from 2000 to 2003 he served as CEO of Radianz, a global financial enterprise data network. Before that, from 1995 to 2000 he was COO of Equant Networks, a public global data network services company. Radianz and Equant are now divisions of BT and Orange, respectively. Mr. Gilstrap started his career as a CPA for Arthur Andersen in 1985. Qualifications: Mr. Gilstrap has had chairman and board roles as well as global C-level, finance, strategy, sales and transactional background in telecommunication and technology companies. He has extensive IPO and public equity experience with companies based in France, US, Netherlands, UK and Sweden. He is currently a Chairman and/or Board director for various telecommunication PE backed technology companies with companies valued greater than $10B. His global technology and telecommunication experience allows him to contribute to the board from a market and strategy perspective.

  23. Masood A. Jabbar

    Masood A. Jabbar

  24. Age 74

    Age 74 Director Since: March 2006 Experience: Mr. Jabbar served as Lead Independent Director from November 2015 to February 2016. Mr. Jabbar was Chief Executive Officer of XDS Inc. from 2004 to 2006. Prior to that, he worked at Sun Microsystems Inc. (“Sun”) from 1986 to 2003, where he served in a series of progressively responsible roles including President of the Computer Systems Division, Chief Financial Officer of Sun Microsystems Computer Corporation, and Executive Vice President of Global Sales Operations. Mr. Jabbar’s career at Sun culminated as Executive Vice President and Advisor to the Chief Executive Officer, where he was responsible for advising the CEO on critical strategic issues. Prior to joining Sun, Mr. Jabbar spent ten years in finance and accounting at Xerox Corporation, and two years at IBM Corporation. Mr. Jabbar is a member of the Board of Directors, and Chair of the Board of Directors of Trice Imaging, Inc. Mr. Jabbar brings significant mergers and acquisitions, global sales and marketing and operational expertise gained from his experience in executive roles at Sun Microsystems, Inc. In addition, Mr. Jabbar’s experiences at Xerox and IBM and as a senior executive of Sun Microsystems provide the Board with valuable accounting and financial reporting expertise particularly relevant to his service on the Company’s Audit Committee. Finally, Mr. Jabbar’s service on the boards of several other technology companies provides him with valuable perspective as a Director and Chair of the Company’s Corporate Development Committee and as a member of the Audit Committee. Age 59 Director Since: February 2016 Experience: Mr. Khaykin joined VIAVI in February 2016 as President and Chief Executive Officer. Prior to joining the Company, Mr. Khaykin was a Senior Advisor with Silver Lake Partners from February 2015 to February 2016. Before that, he was President and Chief Executive Officer of International Rectifier from 2008 until its acquisition by Infineon AG in January of 2015. He has also served as Chief Operating Officer of Amkor Technology and Vice President of Strategy & Business Development at Conexant Systems. Earlier in his career he spent eight years with The Boston Consulting Group and prior to that, he was an engineer at Motorola, Inc. Mr. Khaykin is currently a member of the Board of Directors of Avnet, Inc. where Mr. Khaykin serves on the Audit Committee and chairs the Finance Committee. Within the past five years, Mr. Khaykin also served as a member of the Board of Directors, a member of the Executive Compensation Committee and Chair of the Nominating and Governance Committee of Marvell Technology Group. Other Current Public Company Boards: Avnet, Inc. Public Company Boards in Last Five Years: Marvell Technology Group Qualifications: Mr. Khaykin’s hands on experience leading the Company provides him with day-to-day knowledge of the Company’s operations. Additionally, Mr. Khaykin’s extensive operational and strategic experience at other technology companies adds substantial value to the Board and the Company.

  25. Joanne Solomon

    Joanne Solomon Age: 58 Director Since: February 2022 Experience: Joanne Solomon served as Chief Financial Officer of Maxeon Solar Technologies Ltd. from January 2020 to March 2021. From July 2017 to September 2019, she served as Chief Financial Officer at Katerra Inc. In June 2021, Katerra Inc. filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code. Prior to that, she worked for sixteen years at Amkor Technology, Inc., one of the world's largest providers of semiconductor packaging and test services, in various roles including CFO. Solomon began her career at Price Waterhouse. Ms. Solomon's financial expertise and service provide valuable perspective to the Board and as a member of the Audit Committee. She brings extensive leadership experience and deep technology industry knowledge. Ms. Solomon earned a Bachelor of Science in Business Accounting from Drexel University and a Master of Business Administration in International Management from Thunderbird School of Global Management. Director Compensation Director Compensation Highlights ▪Emphasis on equity in the overall compensation mix. ▪Equity grants under a fixed-value annual grant policy which vest on the earlier of the one year anniversary of the grant date or the next annual meeting of stockholders. ▪No performance-based equity awards. ▪Stock ownership guidelines set at three times the annual retainer to support stockholder alignment. ▪Policies prohibiting hedging, pledging and insider trading by our Directors. ▪No per-meeting fees. ▪An annual limit on total Director compensation. Purpose Our Director compensation program is designed to attract and retain highly qualified non-employee Directors and to address the time, effort, expertise, and accountability required of active board membership. Our Compensation Committee believes that annual compensation for non- employee Directors should consist of both cash to compensate members for their services on the Board and its committees, and equity to align the interest of Directors and stockholders. Process for Determining Non- Employee Director Compensation Decisions regarding our non-employee Director compensation program are approved by the full Board based on recommendations by the Compensation Committee. In making such recommendations, the Compensation Committee takes into consideration the Director compensation practices of peer companies, the current and expected level of service of Directors, and whether such recommendations align with the interests of our stockholders. Like the compensation of our executive officers, the Compensation Committee reviews the total compensation of our non-employee Directors and each element of our Director compensation program annually. At the direction of the Compensation Committee, Compensia, the Compensation Committee’s independent consultant, annually analyzes the competitive position of the Company’s Director compensation program against the peer group used for executive compensation purposes. Changes to Non-Employee Director Compensation for FY24 In August 2023, Compensia reviewed the competitive position of the compensation for non-employee directors and did not recommend making any changes given the Company’s competitive positioning relative to its peers. As a result, our director compensation program remained unchanged for fiscal year 2024. Director Compensation Governance Our stockholder-approved Amended and Restated 2003 Equity Incentive Plan provides that the aggregate value of all compensation paid or granted, as applicable, to any non-employee Director with respect to any fiscal year, including awards granted under the Amended 2003 Plan and cash fees paid by us to such non-employee Director, will not exceed $1,000,000 in total value. Our non-employee Directors are subject to Director stock ownership guidelines and prohibitions on hedging, pledging and insider trading. Please see our Compensation Discussion and Analysis below for more information. As of September 18, 2024, our Directors have either satisfied their stock ownership requirement or have time to satisfy the requirement. FY24 Director Compensation Program Our FY24 non-employee Director compensation is described in its entirety in the table below:

  26. Joanne Solomon

    | Compensation Element for Role | Board Compensation | | General Board Service – Cash | | | Annual Retainer | $70,000, paid in quarterly installments | | General Board Service – Equity | | | Annual RSU Grant | Grant Value of $210,000; made under the Amended and Restated 2003 Equity Incentive Plan | | Vesting Schedule | Vest on the earlier of the one year anniversary of the grant date or the next annual meeting of stockholders | | | Number of shares determined using 30 calendar day average stock price prior to date of grant |

  27. Joanne Solomon

    | | | Chair | Member | | Committee Service Annual Retainer | Audit | $32,000 | $15,000 | | | Compensation | $24,000 | $10,000 | | | Governance/Corporate Development/ Cyber Risk | $15,000 | $7,500 | | Non-Employee Board Chair | | | | | Additional Board Retainer | $75,000 | | |

  28. Joanne Solomon

    Non-employee Directors are also reimbursed for travel and other out-of-pocket expenses in connection with their attendance at Board and committee meetings. 2024 Director Compensation Table This table below describes the compensation earned by each non-employee Director who served in FY24. Mr. Khaykin received no compensation as a Director.

  29. Joanne Solomon

    | DIRECTOR COMPENSATION |

  30. Joanne Solomon

    | Name (1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) (2) | Total ($) | | Keith Barnes | 75,750 | 209,188 | 284,938 | | Richard E. Belluzzo | 121,250 | 209,188 | 330,438 | | Laura Black | 71,250 | 209,188 | 280,438 | | Tor Braham | 56,250 | 209,188 | 265,438 | | Donald Colvin | 72,250 | 209,188 | 281,438 | | Douglas Gilstrap | 58,750 | 209,188 | 267,938 | | Masood A. Jabbar | 63,750 | 209,188 | 272,938 | | Joanne Solomon | 63,750 | 209,188 | 272,938 |

  31. Compensation Discussion and Analysis

    | Incentive Awards | Performance Highlights | Commentary | | FY24 Target Annual Cash Incentive Award Opportunities (as a percentage of base salary) | ▪Zero payouts to executives for both the H1 and H2 bonuses. ▪Mr. Khaykin, Mr. Daskal, Mr. Scrivanich and Mr. Staley each declined the FY24 cash incentive award payments that they would have been eligible to receive in light of the Company’s overall financial performance. | Payouts were subject to the achievement of a threshold performance goal. Financial metrics were weighted at 100% and capped at 150% payout, except in the case of Mr. Staley’s NSE sales booking goal, which was capped at 250% payout with respect to 40% weighting of his target annual cash incentive award opportunity. In FY24, an ESG negative modifier was added to the Executive Staff Variable Pay Plan for our CEO. For a description of the ESG negative modifier, please see page 56 under Financial Metrics. | | Market-based Stock Units (“MSUs”)(1) | ▪FY21 MSUs: 130.25% of 3rd tranche earned, based on our 67.1 percentile TSR ranking ▪FY22 MSUs: 119.50% of 2nd tranche earned, based on our 62.8 percentile TSR ranking ▪FY23 MSUs: 57.33% of 1st tranche earned, based on our 42.2 percentile TSR ranking (1)Earned based on total shareholder return through 9/15/23 | Earned based on our total stockholder return (“TSR”) relative to the performance of companies in the Nasdaq Telecommunications Index (the “Nasdaq Telecom Index”) measured over one-year, two-year and three-year performance periods. Above median (55th percentile) performance required for a target payout. | | FY21 Retention Awards: Performance-based Stock Units (“PSUs”) | ▪0% of PSUs have vested | There have been no shares awarded to any of our NEOs under the PSUs. The PSUs, which vest based on share price, have not vested as the share price target of $20 has not been achieved. While our CEO achieved his Executive Leadership Development and Succession Plan goals, his PSUs, which are associated with such goals remain subject to his continuing to provide services through February 2025 at which time such PSUs will vest in full. |

  32. Compensation Discussion and Analysis

    2023 Say-on-Pay Advisory Vote - Stockholder Outreach Every year, VIAVI provides our stockholders with the opportunity to vote to approve the compensation of our NEOs on an advisory basis, also known as a "say-on-pay" vote. At our 2023 Annual Meeting of Stockholders, approximately 96.8% of votes cast (for or against) were voted in favor of our executive compensation program. Following the favorable 2023 say-on-pay vote, we continued to follow through with the commitments that we made to our stockholders to align our compensation with best practices, which included adding an ESG negative modifier to the FY24 Executive Staff Variable Pay Plan for our CEO. CEO Compensation and Performance Alignment The Compensation Committee takes its responsibility seriously to maintain appropriate pay for performance alignment with an emphasis on sustainable stockholder value creation. We set rigorous short- and long-term incentive goals and use equity in long-term incentives to ensure executive compensation is aligned with stockholder value creation, as illustrated in the chart below, which shows the relationship between our CEO’s target compensation and realizable pay over the last two fiscal years. The realizable pay of our CEO’s short-term incentive compensation is tied to the achievement of financial goals, while the realizable pay of his long-term incentive compensation is contingent upon the value of our stock price on both an absolute basis and relative to other companies in the Nasdaq Telecom Index. Our stock price decreased by 39.4% at the end of FY24 and compared to the end of FY23. At the end of FY24, the realizable value of our CEO’s target total direct compensation awarded in FY24 was only 36.4% of target.

  33. Compensation Discussion and Analysis

    | ($) | FY23 Target | FY23 Realizable | FY24 Target | FY24 Realizable | | Base Salary | $895,192 | $895,192 | $900,000 | $900,000 | | Non-Equity Incentive Plan Compensation | $1,118,990 | — | $1,125,000 | — | | RSUs | $3,713,800 | $2,037,700 | $3,387,862 | $2,279,590 | | MSUs | $4,364,672 | $612,894 | $4,034,907 | $258,278 | | Total | $10,092,654 | $3,545,786 | $9,447,769 | $3,437,868 |

  34. Compensation Discussion and Analysis

    “Target Pay” for each fiscal year is the sum of (a) the salary rate for that year, pro-rated accordingly based on the effective date of any increase, (b) the target annual cash incentive award opportunity, and (c) the grant date fair value for RSUs and MSUs. “Realizable Pay” is the sum of (a) the salary earned for the applicable year; (b) the annual incentive award earned for the applicable year; (c) the value of RSUs granted in FY23 or FY24, as applicable, in FY24, which for (i) vested RSUs is equal to the closing stock price on the applicable vesting dates multiplied by the number of RSUs that vested on such dates, and (ii) unvested RSUs is valued based on our closing stock price of $6.87 on June 28, 2024, the last trading day of FY24, multiplied by the number of unvested RSUs as of the end of FY24; and (d) the value of MSUs granted in FY23 or FY24, as applicable, in FY24, which for: (i) unvested MSUs is equal to the number of shares that would have been earned based on actual results through the end of FY24, multiplied by our closing stock price on June 28, 2024, and (ii) vested MSUs is valued based on the number of shares earned multiplied by the closing stock price on the applicable vesting dates. New CFO Employment Agreement On October 18, 2023, the Company entered into an at-will employment agreement with Mr. Daskal. The Compensation Committee together with the members of our Board spent significant time reviewing Mr. Daskal’s compensation terms with its independent compensation consultant. In setting Mr. Daskal’s new hire compensation, the Compensation Committee took into account the following factors: ▪The critical importance of hiring an experienced, well-regarded CFO; ▪The competitive landscape for top talent; ▪Our prior permanent CFO’s compensation, including with respect to severance benefits; ▪The need to compensate Mr. Daskal for the base salary differential between his role at his prior employer and VIAVI; ▪Mr. Daskal’s prior severance benefits; and ▪The value of Mr. Daskal’s cash incentive compensation and equity awards from his prior employer, which would be forfeited. The rationale for each of the elements of Mr. Daskal’s compensation and how each element aligns with our compensation philosophy is summarized in the table below.

  35. Compensation Discussion and Analysis

    | | | | What We Do ▪Compensation Committee is comprised 100% of independent Directors. ▪Independent compensation consultant retained by the Compensation Committee. ▪Balance short and long-term incentives, cash and equity and fixed and variable pay elements. ▪Performance-based annual equity awards comprising approximately 50% of the overall equity allocation to executive officers. ▪Require one-year minimum vesting for equity awards, subject to certain limited exceptions. ▪Maintain a clawback policy that applies to both cash incentives and equity awards. ▪Assess and mitigate compensation risk. ▪Solicit an annual advisory vote on named executive officer compensation. ▪Maintain stock ownership guidelines. | What We Don’t Do ▪No employment agreements that provide for multi-year guarantees of salary increases, bonuses, or equity compensation without further Board or Compensation Committee approval. ▪No repricing or repurchasing of underwater stock options without stockholder approval. ▪No dividends or dividend equivalents on unearned awards. ▪No pledging or hedging of VIAVI securities. ▪No “single trigger” change in control acceleration of vesting for equity awards. ▪No excessive perquisites. ▪No excessive cash severance payments or benefits. ▪No executive pension plans. ▪No supplemental executive retirement plans. ▪No "golden parachute" tax gross-ups. |

  36. Compensation Discussion and Analysis

    | | Annual Cash Incentive Awards | | Purpose: | Align NEO performance with short-term financial goals. | | Characteristics: | Cash incentive payments can be earned by our NEOs only if we achieve a significant level of our financial performance goals, which are aligned to our long-term strategic plan. |

  37. Compensation Discussion and Analysis

    | | Annual MSUs | | Purpose: | Align interests of NEOs and stockholders through incentivizing long-term stock price growth relative to Nasdaq Telecom Index, and encourage retention and; manage dilution. | | Characteristics: | Annual MSUs vest based on our TSR relative to the performance of the companies in the Nasdaq Telecom Index, with three overlapping performance periods of one, two, and three years. |

  38. Compensation Discussion and Analysis

    | | Annual RSUs | | Purpose: | Align interests of NEOs and stockholders through incentivizing long-term stock price growth on an absolute basis, and encourage retention and; manage dilution. | | Characteristics: | Annual RSUs vest annually over a three-year period, subject to continued service with us, and become more valuable as our stock price increases, which benefits all stockholders. |

  39. Compensation Discussion and Analysis

    | ANNUAL CASH INCENTIVES |

  40. Compensation Discussion and Analysis

    A target annual cash incentive award opportunity is the amount of cash incentive compensation that a NEO could earn based on achievement of pre- established performance goals under the Executive VPP or in the case of Ms. Avent, the Employee VPP. Targets are expressed as a percentage of the NEO’s earned base salary. In reviewing target award opportunities, the Compensation Committee takes into consideration each NEO’s role and responsibilities, our financial performance projections, the budget for the coming year, pay at comparable companies, historical compensation levels and the resulting total target cash compensation that can be earned given the individual’s earned base salary and related target incentive award opportunity. The target annual cash incentive award opportunity (as a percentage of earned base salary) for each of our NEOs for FY24 are set forth below. None of our NEOs received increases in their FY24 target annual cash incentive award opportunities (as a percentage of base salary) in FY24, except for Ms. Avent, whose target incentive opportunity under the Employee VPP increased from 40% to 50% of her base salary for four months in connection with her service as Interim CFO. Ms. Avent also received an additional cash bonus of $70,000, payable in one lump sum, upon her commencement of service as our Interim CFO. She will also receive a cash bonus of $50,000, payable in one lump sum in November 2024 and a cash bonus of $50,000 payable in one lump sum in November 2025, each subject to Ms. Avent’s continued service through the payment date. 50% of each NEO’s target annual cash incentive award opportunity is tied to each six-month performance period.

  41. Compensation Discussion and Analysis

    | NEO | FY24 Target Annual Cash Incentive Award Opportunity (% of Earned Base Salary) | | Oleg Khaykin | 125%(1) | | Ilan Daskal | 100% | | Paul McNab | 85% | | Luke Scrivanich | 85% | | Gary Staley | 85% | | Henk Derksen | NA | | Pamela Avent | 50% (2) |

  42. ESG Negative Modifier

    | Payout Formula | | | | | | H1 Financial Objectives | = | Earned Base Salary for Periodx | Target Annual Cash Incentive Award Opportunity (% of Earned Base Salary)x | Financial Metric Attainment % (100% weighting) | | H2 Financial Objectives | | | | |

  43. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS The Compensation Committee granted the following annual equity awards in the first quarter of FY24 to our NEOs under our Amended and Restated 2003 Equity Incentive Plan (the “2003 Plan”): ▪Annual MSUs, which are earned and vest based on our TSR relative to the performance of companies in the Nasdaq Telecom Index, with three overlapping performance periods of one, two and three years. ▪Annual RSUs, which, for RSUs granted in FY24, vest annually over three years, with 1/3 vesting on each one-year anniversary of the date of grant. The Compensation Committee believes granting MSUs is appropriate because, among other things, MSUs encourage our NEOs to focus on long-term value creation, since MSUs reward sustained increases in our stock price relative to the Nasdaq Telecom Index. The Compensation Committee also believes granting RSUs also promotes long-term performance as they are directly subject to increases and decreases in our stock price, further aligning NEO and stockholder interests. With the exception of Ms. Avent, who received the standard employee annual l grant of time-based RSUs, the annual equity compensation program for our NEOs for FY24 consisted of an equally weighted mix of MSUs and RSUs consistent with our commitment to pay-for-performance as well as other considerations, as described below:

  44. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | NEO | MSU Shares (Target # of shares) | Time-Based RSU Awards (Target # of Shares) | Grant Date Fair Value of Equity Awards ($) | | Oleg Khaykin | 331,818 | 331,818 | 6,775,724 | | Ilan Daskal (1) | 113,636 | 113,636 | 1,809,085 | | Paul McNab | 38,636 | 38,636 | 788,947 | | Luke Scrivanich | 40,909 | 40,909 | 835,362 | | Gary Staley | 45,454 | 45,454 | 928,171 | | Henk Derksen | N/A | N/A | N/A |

  45. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    Target Dollar Value Used to Calculate Number of Units. The number of MSUs and RSUs granted to each NEO was based on a target dollar value divided by the average closing price per share of our common stock over the 60 trading days immediately preceding the grant date of August 28, 2023, or an $11 floor, whichever is higher, with approximately 50% of the dollar value being allocated to each type of award. In determining the size of each NEO’s target dollar value, the Compensation Committee considered each NEO’s role and responsibilities, historical compensation levels, the average size and potential returns of comparable awards made to NEOs in similar positions at the companies in our compensation peer group, the NEO’s potential for increased responsibility and promotion over the award term and the NEO’s individual performance in recent periods, and internal pay equity. The Compensation Committee also considered the value of outstanding unvested equity awards held by the NEO to maintain an appropriate level of equity incentives for that NEO. Our equity budget for the coming fiscal year and the impact on our burn rate were also critical factors, as the Compensation Committee was mindful of potential stockholder dilution when approving equity awards. The Compensation Committee did not have a specific formula that weighed these factors. The following table sets forth the initial target dollar value of each NEO’s equity award. None of our NEOs received increases in their initial target dollar value in FY24. Mr. Derksen did not receive any equity awards as he resigned.

  46. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | NEO | FY24 Approved Target Dollar Value ($) | | Oleg Khaykin | 7,300,000 | | Ilan Daskal (1) | 2,500,000 | | Paul McNab | 850,000 | | Luke Scrivanich | 900,000 | | Gary Staley | 1,000,000 | | Henk Derksen | N/A | | Pam Avent | 170,000 |

  47. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    The actual grant date fair value for the MSUs and RSUs reflected in the table above and the “FY24 Summary Compensation Table” is different from the target dollar value, as it is based on the accounting value of the awards on the effective grant date. (1) These tables only reflect Mr. Daskal’s annual equity awards in FY24. He received the annual FY24 MSU and RSU awards (as shown in the tables above) which vest over three years with the same terms as the other NEOs as he did not receive an annual grant at Bio-Rad Laboratories due to his resignation. (2) Please see the Grant of Plan-based Awards table for more information regarding Ms. Avent’s time-based RSUs. MSU Awards The MSUs that were granted in FY24 will be earned based on our TSR relative to the performance of the companies in the Nasdaq Telecom Index, with three overlapping performance periods and 1/3rd of the shares earned based on relative TSR measured over one-year, two-year and three-year measurement periods ending on September 15, 2024, September 15, 2025 and September 15, 2026, respectively. The closing price for each period, determined as the weighted average closing price of our common stock for the period from August 1st to September 15th of the appropriate year, will be compared against our weighted average stock price during the period of August 1, 2023 to September 15, 2023. The MSU award consists of three equal tranches, with one tranche assigned to each measurement period. The actual number of shares of our common stock that are earned and will vest will be determined by the Compensation Committee after the end of each measurement period based on our TSR ranking relative to the Nasdaq Telecom Index for the period and will range from 0% to 150% of the target number of shares for that period. In order to vest at 100% of the target number of shares subject to the MSUs, our TSR must be ranked at the 55th percentile of the Nasdaq Telecom Index for each measurement period. The Compensation Committee believes that the Nasdaq Telecom Index is an appropriate benchmark because it represents a broad representation of the potential opportunity cost of investing in the Company rather than other telecommunications companies from an investor’s perspective. The actual percentage of shares earned will be determined by the Compensation Committee at the end of each year of the overall three-year performance period for the MSUs and will be interpolated on a linear basis for performance between threshold and target and target and maximum for each level of achievement as follows:

  48. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | Performance Threshold/Target | Shares Earned | | 0-25th Percentile | 0% of Target Shares | | 25th-55th Percentile | 0%-100% of Target Shares | | 55th-75th Percentile and Above | 100%-150% of Target Shares |

  49. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    Each earned unit converts into one share of common stock on the vesting date.

  50. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | MSUs Earned in FY24 |

  51. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    The following table shows the MSUs earned by our NEOs in FY24.

  52. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | MSUs Earned in FY24 | Measurement Period | Measurement Period Ranking | | FY21 MSUs: 130.25% of 3rd tranche earned | 8/1/20 to 9/15/20 vs 8/1/23 to 9/15/23 | 67.1 percentile TSR ranking | | FY22 MSUs: 119.50% of 2nd tranche earned | 8/1/21 to 9/15/21 vs 8/1/23 to 9/15/23 | 62.8 percentile TSR ranking | | FY23 MSUs: 57.33% of 1st tranche earned | 8/1/22 to 9/15/22 vs 8/1/23 to 9/15/23 | 42.2 percentile TSR ranking | | FY21 CFO MSUs: 118.00% of 3rd tranche earned (1) | 3/15/21 to 4/28/21 vs 8/1/23 to 9/15/23 | 62.2 percentile TSR ranking |

  53. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | NEO | FY21 MSUs # of Shares Earned | FY22 MSUs # of Shares Earned | FY23 MSUs # of Shares Earned | | Oleg Khaykin | 114,427 | 82,690 | 48,776 | | Ilan Daskal | N/A | N/A | N/A | | Paul McNab | 13,077 | 10,040 | 5,679 | | Luke Scrivanich | 13,895 | 10,631 | 6,013 | | Gary Staley | 16,347 | 11,812 | 6,681 | | Henk Derksen(1) | 27,031 | 11,812 | 13,363 | | Pam Avent | N/A | N/A | N/A |

  54. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    (1)Mr. Derksen’s MSUs were granted with four vesting tranches in connection with his hire, and his initial measurement period is reflective of his March 15, 2021 start date. Mr. Derksen’s unvested MSUs terminated effective September 30, 2023 in connection with his departure. Long-Term Retention PSUs and RSUs In FY21, we experienced retention issues related to the highly competitive talent market within which we compete, as a number of the core members of our executive team were recruited to work for other companies, which ultimately culminated in the departure of our then Chief Financial Officer. Such concerns led the Compensation Committee in February 2021 to approve an Executive Retention Plan, pursuant to which key executive officers, including our CEO, received long-term equity awards, 50% of which were performance-based and 50% of which were time based. Our CEO received 50% of his performance-based awards in the form of performance-based stock units that vest based on the achievement of share-price targets (“Share Price PSUs”) and 50% in the form of performance-based stock units that vest based on Executive Leadership Development and Succession plan goals specific to him (“Executive Leadership PSUs”). 100% of the performance-based awards of the other key executive officers were in the form of Share Price PSUs.

  55. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | No Vesting to Date |

  56. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    There have been no shares delivered to our CEO or to any of our NEOs under any of the Share Price PSU or RSU awards as the share price goal of $20 has not been achieved and the RSUs remain subject to a four-year “cliff” vesting requirement. In FY23, our Board determined that our CEO achieved his Executive Leadership PSU goal, which included developing CEO success profile, which was approved by the Board, identifying internal candidates and benchmarking external candidates against the success profiles, making a detailed presentation to the Board of Directors covering the outcome of an internal and external assessment, and preparing individual development plans for internal candidates. However, our CEO’s Executive Leadership PSUs remain subject to his continuing to provide services through February 2025 at which time such PSUs will vest in full.

  57. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | CEO Retention Awards(1)(2) |

  58. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    (1)Reflects aggregate grant date fair value of PSUs and RSUs. (2)Reflects realizable value of PSUs and RSUs, calculated by multiplying the number of outstanding RSUs held by our CEO by our closing stock price of $6.87 on June 28, 2024. The Share Price PSUs had a realizable value of $0 as of June 29, 2024 given that the stock price target has yet to be achieved. Daskal New Hire Equity Grants In connection with his hiring as our CFO, we granted Mr. Daskal new hire equity grants, which were composed of 50% RSUs and 50% MSUs. Mr. Daskal’s equity grants are intended to replace the estimated value of the outstanding equity awards that Mr. Daskal forfeited when he left his prior employer, as well as to drive our long-term performance and support retention. The RSUs and MSUs have a four-year total vesting period. Please see “New CFO Employment Agreement” above for more information. Other Benefits

  59. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | General Health, Welfare and Other Benefit Plans | Perquisites and Other Benefits | | We believe that our executive officers should not operate under different standards than our other employees. Accordingly, our executive officers are eligible to participate in a variety of employee benefit plans on the same terms as our other employees, including our healthcare, insurance, and other welfare and employee benefit programs. We believe these benefits are consistent with benefits provided by our compensation peer group and help us to attract and retain high quality executive officers. | No executive perquisites or other personal benefits, outstanding loans of any kind or other special executive benefits were given to our executive officers in FY24. In general, VIAVI and the Compensation Committee do not provide perquisites or other personal benefits to our executive officers. |

  60. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    Severance and Change of Control Benefits

  61. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | Name of Plan | Material Features | | Executive Change of Control Benefits Plan (Covers all NEOs except for our CEO) | ▪“Double-trigger” provisions to preserve morale and productivity, encourage executive retention to maintain the stability of our business during a change of control and protect executive officers in the event of job loss. ▪A departing executive officer must sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. ▪Provides comparable benefits offered by members of our compensation peer group, which helps us attract talented executive officers and maintain a consistent management team. | | CEO Employment Agreement | ▪Limited severance payments and benefits outside of a change in control and “double trigger” provision in the event of a change in control. ▪Our CEO must sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. ▪Provides comparable benefits offered by members of our compensation peer group. | | CFO Employment Agreement | ▪Limited payments and severance benefits outside of a change in control and “double trigger” provision in the event of a change in control. ▪Our CFO must sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. ▪Provides comparable benefits offered by members of our compensation peer group. | | Equity Plan Awards | ▪Consistent with the practice of many of our compensation peers and to encourage our executive officers and other employees to remain employed with us, all grants of RSUs and MSUs provide for full vesting upon death or disability, with MSUs vesting at the target performance level. ▪Limited pro-rata vesting of Retention RSUs in the event of an involuntary termination of employment outside of a change in control to reward prior service; all Executive Leadership PSUs and Share Price PSUs will terminate in such circumstances consistent with our pay for performance philosophy. ▪The Executive Leadership PSUs and Share Price PSUs provide that, in the event of a change in control in which the PSUs are assumed, the PSUs will convert to time-based awards and vest upon the end of the applicable four-year retention period, subject to any qualifying termination, to promote the stability and focused service of our CEO and other NEOs during a potentially uncertain time. |

  62. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    See the subsection titled “Potential Payments upon Termination of Employment or Change of Control” in the “Executive Compensation Tables” section below for more information regarding each of these plans or arrangements as well as our estimated potential payment obligations. In September 2023, Mr. Derksen resigned as the Company’s Executive Vice President and Chief Financial Officer and did not receive any severance benefits in connection with his departure and all his unvested and outstanding equity awards terminated without consideration. FY25 Executive Compensation Base Salary For FY25, in light of company performance, the Compensation Committee did not increase the base salaries of our CEO, CFO or Mr. McNab. Mr. Scrivanich received an increase from $400,000 to $410,000 and Mr. Staley received an increase from $420,000 to $435,000, based on market competitiveness, individual performance and internal equity considerations. Annual Cash Incentive Awards In FY25, the Compensation Committee increased the weighting of the revenue goal from 50% to 60% for each of the Corporate VPP, NSE VPP and OSP VPP plans and from 40% to 50% for the NSE Sales VPP. These changes were made to incentivize participating executives to drive revenue and strategic growth. Our CEO’s Executive VPP once again was approved with an ESG modifier, which included goals related to employee engagement and succession planning, greenhouse gas emissions, employee safety practices and training, and advancing VIAVI’s cybersecurity capabilities. No changes were made to the target annual cash incentive award opportunities of our NEOs for FY25. Long-Term Incentive Compensation For FY25, our CEO’s equity mix will shift from 50% MSUs and 50% RSUs to 60% MSUs and 40% RSUs. The Board made this change in light of the Company’s financial results in FY24 and to increase the emphasis on our long-term performance and increasing our shareholder value overtime. None of our NEOs received increases in their initial target dollar value in FY25. Other Important Compensation Practices

  63. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | Policy | Considerations | Material Features | | Anti-Hedging Policy | ▪Hedging insulates executive officers from stock price movement and reduces alignment with stockholders. | ▪Pursuant to our Insider Trading Policy, all Board members, employees (including executive officers), contractors, and consultants of VIAVI and its subsidiaries, and their immediate family members, co-inhabitants, and controlled parties are prohibited from engaging in the following types of hedging transactions involving our common stock: (i) short sales, (ii) transactions involving publicly traded options, including put options, call options, and other derivative securities, and (iii) hedging or monetization transactions, including the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. | | Anti-Pledging Policy | ▪Pledging raises potential risks to stockholder value, particularly if the pledge is significant. | ▪Our Insider Trading Policy prohibits Board members, employees (including executive officers), contractors and consultants of VIAVI and its subsidiaries, and their immediate family members, co-inhabitants, and controlled parties from holding our securities in margin accounts or pledging securities. | | Equity Grant Timing Policy | ▪Equity award grants should not be timed to take advantage of the release of material nonpublic information. | ▪Our executive officers are generally granted equity awards, which include a mix of RSUs and MSUs as described above, at the beginning of each fiscal year at a Compensation Committee meeting that is typically scheduled more than a year in advance. ▪New-hire, retention, promotional, or as otherwise necessary equity awards for executive officers are generally granted on the 28th day of the second month of the quarter. ▪We do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation, nor do we time the grant of equity awards to our share price or factors, which may affect our future share price. | | Burn Rate Policy | ▪Dilution to our existing stockholders should be closely managed. | ▪The Compensation Committee approves an annual gross equity budget at the beginning of the fiscal year to achieve a gross burn rate that approximates the average burn rate for peer group companies and the telecommunications industry more generally. ▪Our gross burn rate was ~1.8%(1) for FY24. | | Stock Ownership Policy | ▪Stock ownership among our executive officers and non-employee members of the Board encourages incentive alignment with stockholders. | ▪We maintain robust formal stock ownership requirements for our executive officers and the non-employee members of the Board, as described in “Stock Ownership Guidelines” below. Under our stock ownership policy, the Board has the discretion to determine how to address any non-compliance with the policy on a case-by- case basis. | | Clawback Policy | ▪We should be able to recoup compensation in the event of a restatement, a non-restatement related miscalculation, or misconduct of any Section 16 officers. | ▪We maintain a Compensation Recovery Policy, which applies to all executive vice presidents and above, which provides for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers as required by SEC and Nasdaq rules. Our Compensation Recovery Policy also allows our Compensation Committee to recover all forms of cash and equity incentive compensation, whether time-based or performance-based in the event of a non-restatement related miscalculation or in the event that a covered person has engaged in misconduct or was aware of or willfully blind to misconduct that occurred in an area over which the covered person had supervisory authority. |

  64. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    (1)Gross Burn Rate is calculated as (a) the number of new RSU stock awards granted under the 2003 Plan plus the number of PSU awards earned in the fiscal year, divided by (b) the weighted average common shares outstanding of the Company at the end of the fiscal year. Our Compensation Decision-Making Process

  65. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | ROLE OF COMPENSATION COMMITTEE AND BOARD | ▪The Compensation Committee is responsible for determining the compensation of our executive officers (other than our CEO) and making recommendations to the Board regarding the compensation of our CEO and meets regularly throughout the year to review and discuss, among other items, our compensation philosophy, changes in compensation governance, compliance rules and best practices, and the composition of our compensation peer group for pay comparisons. ▪The Board determines the compensation of our CEO based on the recommendations of the Compensation Committee. | | ROLE OF COMPENSATION COMMITTEE CONSULTANT | ▪The Compensation Committee directly retained the services of Compensia, Inc. (“Compensia”) as its compensation consultant for FY24. ▪The Compensation Committee conducts an annual assessment of its consultant’s performance and independence and, based on its assessment, determines whether to re-appoint its consultant each year. ▪In FY24, the Compensation Committee assessed the independence of Compensia pursuant to the Nasdaq Listing Standards and SEC rules and concluded that Compensia is independent and that no conflict of interest has arisen or will arise that would prevent Compensia from serving as an independent consultant to the Compensation Committee. ▪In FY24, the services provided by Compensia included: ◦Assisting in the selection of our compensation peer group companies ◦Collecting and analyzing compensation market data drawn from companies that the Compensation Committee selected as a “peer group” of technology companies, as well as a broader set of competitive market data based on the AON/Radford Global Technology Survey; ◦Assisting the Compensation Committee in interpreting and understanding the compensation market data; ◦Updating the Compensation Committee on recent corporate governance trends and regulatory updates; ◦Advising on the reasonableness of our NEO and senior management’s compensation levels and programs; ◦Assisting in the review of non-employee Director compensation, including providing compensation market data; ◦Assisting in the review of the compensation disclosure in our proxy statement; ◦Assessing a detailed analysis of our cash and equity compensation plans conducted by the Company to provide an independent view of the risks associated with our compensation programs, including those for our NEOs and any other employees; and ◦Attending Compensation Committee meetings, including meeting with the Compensation Committee in private sessions, without any members of senior management present. | | ROLE OF MANAGEMENT | ▪The Compensation Committee discusses NEO performance assessments and compensation targets with our Board chair and our Senior Vice President, Human Resources. ▪To assess our CEO’s performance, the Compensation Committee oversees a comprehensive assessment process including feedback from the Board and members of senior management and is facilitated by our Senior Vice President, Human Resources. ▪We also have an executive compensation team that provides background on company budgetary constraints and internal pay comparisons to help the Compensation Committee understand Compensia’s recommendations in those contexts. NEOs are not present for Compensation Committee decisions related to their individual compensation. |

  66. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    Compensation Peer Group Comparisons The Compensation Committee uses peer group comparisons to measure the competitiveness of our compensation practices. Pay at comparable companies is just one of the factors in the Compensation Committee’s pay decisions, which also take into account individual performance, an NEO’s level of experience and responsibilities, internal pay equity, our compensation budget, historical compensation levels, and other factors that are deemed to be important based on the Compensation Committee’s business judgment. At the time of the selection in February 2023, the Compensation Committee selected peer group companies for FY24 with an emphasis on companies that (1) were U.S.-based business or labor market competitors in the network test/ communications equipment, technology or hardware industries; (2) generated annual revenues between approximately 0.4 and 2.5 times VIAVI’s last four quarters’ revenue of $1.28 billion; and (3) had a market capitalization between approximately 0.25 and 4.0 times the mid-market capitalization range of $1.0 billion to $10.0 billion.

  67. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | FY24 Peer Group | | | 3D Systems Corporation | National Instruments Corporation | | Ciena Corporation | NETGEAR, Inc. | | Cirrus Logic, Inc. | NetScout Systems, Inc. | | Coherent | OSI Systems, Inc. | | Commvault Systems, Inc. | Silicon Laboratories Inc. | | Extreme Networks, Inc. | SunPower Corporation | | F5, Inc. | Synaptics Incorporated | | Infinera Corporation | Ubiquiti Inc. | | Knowles Corporation | Viasat, Inc. | | Lumentum Holdings Inc. | Wolfspeed, Inc. (formerly Cree, Inc.) | | MKS Instruments, Inc. | |

  68. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    In determining our compensation peer group for FY24, Plantronics Corporation was removed from our FY24 peer group due to its acquisition. Ciena Corporation remains as one of our FY24 peer group because management believes it is a good business fit with respect to industry. II-VI changed its name to Coherent following its acquisition of Coherent, Inc. and remains in our FY24 peer group for data continuity. Section 162(m) While Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”) places a limit of $1.0 million dollars on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers, the Compensation Committee retains the right to award compensation that is not deductible as it believes that it is in the best interests of our stockholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executive officers. Stock Ownership Guidelines We maintain stock ownership guidelines, which require individuals employed in specified positions to own certain levels of our common stock to align their interests with those of our stockholders, and to promote accountability and mitigate excessive risk taking in long-term decision making. Under our current stock ownership guidelines, each of our executive officers and non-employee members of the Board is required to maintain ownership of our common stock as summarized in the table below.

  69. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | Category | Ownership Requirement | Deadline for Compliance | | Non-Employee Directors | 3x annual cash retainer | 5th anniversary of election to the Board | | Chief Executive Officer | 3x annual base salary | 5th anniversary of hire or promotion date | | Executive Officers (excluding CEO) | 1x annual base salary | 5th anniversary of hire or promotion date |

  70. FY24 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    As of September 18, 2024, our CEO, CFO and all of our NEOs with the exception of Paul McNab have either satisfied their stock ownership requirement or have time remaining to satisfy the requirement. Mr. McNab’s stock ownership declined due to distributions that were made pursuant to a marital settlement agreement. The Compensation Committee continues to monitor Mr. McNab’s ownership in light of stock market price and other considerations.

  71. Executive Compensation and Other Information

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Oleg Khaykin President and Chief Executive Officer | 2024 | 900,000 | — | 7,422,769 | — | 5,000 | 8,327,769 | | | 2023 | 895,192 | — | 8,078,473 | — | 5,000 | 8,978,665 | | | 2022 | 849,038 | — | 7,548,009 | 938,369 | 5,000 | 9,340,416 | | Ilan Daskal Executive Vice President and Chief Financial Officer | 2024 | 352,964 | 500,000 | 6,620,784 | — | 5,000 | 7,478,748 | | Paul McNab Executive Vice President and Chief Marketing & Strategy Officer | 2024 | 450,000 | — | 864,288 | — | 81,350 | 1,395,638 | | | 2023 | 447,116 | — | 940,638 | — | — | 1,387,754 | | | 2022 | 435,000 | — | 916,527 | 388,337 | — | 1,739,864 | | Luke Scrivanich Senior Vice President and General Manager, Optical Security & Performance Products (OSP) | 2024 | 400,000 | — | 915,134 | — | 5,000 | 1,320,134 | | | 2023 | 398,077 | — | 995,962 | 19,362 | 5,000 | 1,418,401 | | | 2022 | 383,769 | — | 970,448 | 257,847 | 5,000 | 1,617,064 | | Gary Staley Senior Vice President, Global Sales, Network Enablement and Service Enablement | 2024 | 420,000 | — | 1,016,806 | — | 5,000 | 1,441,806 | | | 2023 | 416,154 | — | 1,106,642 | 49,980 | 5,000 | 1,577,776 | | | 2022 | 391,346 | — | 1,078,256 | 343,016 | 5,000 | 1,817,618 | | Henk Derksen Former Executive Vice President and Chief Financial Officer | 2024 | 151,442 | — | — | — | — | 151,442 | | | 2023 | 522,115 | — | 2,213,285 | — | — | 2,735,400 | | | 2022 | 510,000 | — | 1,078,256 | 466,977 | — | 2,055,233 | | Pam Avent Interim Chief Financial Officer(5) | 2024 | 377,633 | 70,000 | 157,785 | — | 5,000 | 610,418 |

  72. Executive Compensation and Other Information

    | GRANTS OF PLAN BASED AWARDS | | | | | | | | | | | | | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: | | | Name | Grant Date | Approval Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards(3) ($) | | Oleg Khaykin | 8/28/2023 | 8/16/2023 | MSUs | — | — | — | — | 331,818 | 497,727 | — | 4,034,907 | | | 8/28/2023 | 8/16/2023 | RSUs | — | — | — | — | — | — | 331,818(4) | 3,387,862 | | | | | Cash | — | 1,125,000 | 1,687,500 | — | — | — | — | — | | | | | Incentive | — | — | — | — | — | — | — | — | | Ilan Daskal | 11/28/2023 | 10/9/2023 | MSUs | — | — | — | — | 377,410 | 566,115 | — | 3,616,600 | | | 11/28/2023 | 10/9/2023 | RSUs | — | — | — | — | — | — | 377,410(4) | 3,004,184 | | | | | Cash | — | 570,000 | 855,000 | — | — | — | — | — | | | | | Incentive | — | — | — | — | — | — | — | — | | Paul McNab | 8/28/2023 | 8/16/2023 | MSUs | — | — | — | — | 38,636 | 57,954 | — | 469,814 | | | 8/28/2023 | 8/16/2023 | RSUs | — | — | — | — | — | — | 38,636(4) | 394,474 | | | | | Cash | — | 382,500 | 573,750 | — | — | — | — | — | | | | | Incentive | — | — | — | — | — | — | — | — | | Luke Scrivanich | 8/28/2023 | 8/16/2023 | MSUs | — | — | — | — | 40,909 | 61,364 | — | 497,453 | | | 8/28/2023 | 8/16/2023 | RSUs | — | — | — | — | — | — | 40,909(4) | 417,681 | | | | | Cash | — | 340,000 | 510,000 | — | — | — | — | — | | | | | Incentive | — | — | — | — | — | — | — | — | | Gary Staley | 8/28/2023 | 8/16/2023 | MSUs | — | — | — | — | 45,454 | 68,181 | — | 552,721 | | | 8/28/2023 | 8/16/2023 | RSUs | — | — | — | — | — | — | 45,454(4) | 464,085 | | | | | Cash | — | 357,000 | 678,300 | — | — | — | — | — | | | | | Incentive | — | — | — | — | — | — | — | — | | Henk Derksen | | | MSUs | — | — | — | — | — | — | — | — | | | | | RSUs | — | — | — | — | — | — | — | — | | | | | Cash | — | — | — | — | — | — | — | — | | | | | Incentive | — | — | — | — | — | — | — | — | | Pam Avent | 8/28/2023 | 8/16/2023 | MSUs | — | — | — | — | — | — | — | — | | | 8/28/2023 | 8/16/2023 | RSUs | — | — | — | — | — | — | 15,454(4) | 157,785 | | | | | Cash | — | 126,684 | 190,026 | — | — | — | — | — | | | | | Incentive | — | — | — | — | — | — | — | — |

  73. Executive Compensation and Other Information

    | | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OPTION AWARDS | | | | | | STOCK AWARDS | | | | | | | | | | | | Equity Incentive Plan Awards: | Equity Incentive Plan Awards: | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Oleg Khaykin | 2/28/2021 | | | | | 245,000(3) | 1,683,150 | | | | | 2/28/2021 | | | | | 122,500(4) | 841,575 | | | | | 8/28/2021 | | | | | 69,197(2) | 475,383 | | | | | 8/28/2022 | | | | | 170,162(2) | 1,169,013 | | | | | 8/28/2023 | | | | | 331,818(2) | 2,279,590 | | | | | 2/28/2021 | | | | | | | 122,500(6) | 841,575 | | | 8/28/2021 | | | | | | | 69,197(5) | 475,383 | | | 8/28/2022 | | | | | | | 170,163(5) | 1,169,020 | | | 8/28/2023 | | | | | | | 331,818(5) | 2,279,590 | | Ilan Daskal | 11/28/2023 | | | | | 263,774(7) | 1,812,127 | | | | | 11/28/2023 | | | | | 113,636(2) | 780,679 | | | | | 11/28/2023 | | | | | | | 263,774(8) | 1,812,127 | | | 11/28/2023 | | | | | | | 113,636(5) | 780,679 | | Paul McNab | 2/28/2021 | | | | | 30,000(3) | 206,100 | | | | | 8/28/2021 | | | | | 8,403(2) | 57,729 | | | | | 8/28/2022 | | | | | 19,813(2) | 136,115 | | | | | 8/28/2023 | | | | | 38,636(2) | 265,429 | | | | | 2/28/2021 | | | | | | | 30,000(6) | 206,100 | | | 8/28/2021 | | | | | | | 8,402(5) | 57,722 | | | 8/28/2022 | | | | | | | 19,814(5) | 136,122 | | | 8/28/2023 | | | | | | | 38,636(5) | 265,429 | | Luke Scrivanich | 2/28/2021 | | | | | 30,000(3) | 206,100 | | | | | 8/28/2021 | | | | | 8,897(2) | 61,122 | | | | | 8/28/2022 | | | | | 20,978(2) | 144,119 | | | | | 8/28/2023 | | | | | 40,909(2) | 281,045 | | | | | 2/28/2021 | | | | | | | 30,000(6) | 206,100 | | | 8/28/2021 | | | | | | | 8,896(5) | 61,116 | | | 8/28/2022 | | | | | | | 20,979(5) | 144,126 | | | 8/28/2023 | | | | | | | 40,909(5) | 281,045 | | Gary Staley | 2/28/2021 | | | | | 37,500(3) | 257,625 | | | | | 8/28/2021 | | | | | 9,885(2) | 67,910 | | | | | 8/28/2022 | | | | | 23,310(2) | 160,140 | | | | | 8/28/2023 | | | | | 45,454(2) | 312,269 | | | | | 2/28/2021 | | | | | | | 37,500(6) | 257,625 | | | 8/28/2021 | | | | | | | 9,885(5) | 67,910 | | | 8/28/2022 | | | | | | | 23,310(5) | 160,140 | | | 8/28/2023 | | | | | | | 45,454(5) | 312,269 | | Pam Avent | 8/28/2021 | | | | | 4,350(2) | 29,885 | | | | | 8/28/2022 | | | | | 9,324(2) | 64,056 | | | | | 8/28/2023 | | | | | 15,454(2) | 106,169 | | |

  74. Executive Compensation and Other Information

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Oleg Khaykin | 249,421 | 4,012,874 | 488,024 | 4,655,687 | | Ilan Daskal | — | — | — | — | | Paul McNab | — | — | 57,145 | 545,152 | | Luke Scrivanich | — | — | 60,595 | 578,057 | | Gary Staley | — | — | 68,933 | 657,466 | | Henk Derksen | — | — | 58,371 | 562,484 | | Pam Avent | — | — | 17,720 | 173,750 |

  75. Executive Compensation and Other Information

    | Year(1) (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (2)(3) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(4) (e) | Value of Initial Fixed $100 Investment Based On:(5) | | Net Income(in millions) (h) | Consolidated Non-GAAP Operating Income (in millions)(6) (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | | | | 2024 | $8,327,769 | $(1,523,950) | $2,066,364 | $687,143 | $55 | $93 | $(25.8) | $115.0 | | 2023 | $8,978,665 | $5,273,915 | $1,779,833 | $1,142,474 | $91 | $95 | $25.5 | $172.5 | | 2022 | $9,340,416 | $2,475,672 | $1,807,445 | $812,945 | $105 | $93 | $15.5 | $286.8 | | 2021 | $16,868,008 | $20,204,757 | $2,690,648 | $1,913,339 | $140 | $127 | $67.5 | $253.5 |

  76. Compensation Actually Paid, Cumulative TSR of the Company and Cumulative TSR

    Compensation Actually Paid, Cumulative TSR of the Company and Cumulative TSR

  77. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  78. Compensation Actually Paid and Non-GAAP Operating Income

    Compensation Actually Paid and Non-GAAP Operating Income Equity Compensation Plans The following table sets forth information about shares of the Company’s Common Stock that may be issued under the Company’s equity compensation plans, including compensation plans that were approved by the Company’s stockholders as well as compensation plans that were not approved by the Company’s stockholders. Information in the table is as of June 29, 2024.

  79. Compensation Actually Paid and Non-GAAP Operating Income

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights (1) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | | Equity compensation plans approved by security holders | 9,103,121(2) | — | 19,953,044(3) |

  80. Compensation Actually Paid and Non-GAAP Operating Income

    (1)Excludes outstanding RSUs, which have no exercise price. (2)Represents shares of the Company’s Common Stock issuable upon the exercise of options outstanding and vesting and settlement of RSUs under the 2003 Plan and excludes purchase rights under our Employee Stock Purchase Plan (the “ESPP”). Excluding outstanding RSUs, which have no exercise price, as of June 29, 2024, there were no options to purchase shares under the 2003 Plan. (3)Represents shares of the Company’s Common Stock authorized for future issuance under the 2003 Plan (under which 13,135,103 shares remained available for grant as of June 29, 2024) and the ESPP (under which 6,817,941 shares remained available for grant as of June 29, 2024, including shares subject to purchase during the current purchase period, which commenced on February 1, 2024 (the exact number of which will not be known until the purchase date on July 31, 2024)).