DEF 14A of Viavi Solutions Inc., Oct 2, 2026

DEF 14A of Viavi Solutions Inc.

Filed Oct 2, 2026 · FY20260001628280-26-064524

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

    | | | 8 out of 9 of our Director nominees are independent (89%). 3 out of 9 of our Director nominees are female (33%). | | | | VIAVI regularly reviews board committee leadership, succession, and composition. | | Ongoing board refreshment: 2 members of our current board were appointed in FY26. |

  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

    | 44% | 12% | 44% | | 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 range 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 figures presented on this page, this information relates to our Director nominees for the 2026 Annual Meeting and is as of October 2, 2026. 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.

  7. 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, AI and information technology and sustainability 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. |

  8. 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, AI and information technology risks, controls and procedures. |

  9. 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 responsible business initiatives and sustainability topics. |

  10. 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. |

  11. 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, AI 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, AI and information security risks. Our Audit Committee has established a Cybersecurity Steering Committee consisting of four independent directors, Laura Black (who serves as Chair of the Cybersecurity Steering Committee), Eugenia M. Corrales, 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, AI 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 AI and information security risks. Our full Board considers cybersecurity-related risks, dependencies and resilience in connection with its oversight of our business strategy, and cybersecurity-related matters are incorporated into our 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 27, 2026.

  12. Age 72

    Age 72 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 served as Partner of Innogest SGR SpA, a European Venture Fund from February 2015 to July 2025. 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. Other Current Public Company Boards: None

  13. Former Public Company Boards in Last Five Years: None

    Former Public Company Boards in Last Five Years: None 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 Committees.

  14. Keith Barnes

    Keith Barnes

  15. Age 75

    Age 75 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 Chairman of the Board of Directors and a member of the Compensation Committee and the Governance and Nominating Committee of Knowles Corporation. Within the past five years, Mr. Barnes also served on the Board of Directors of Rogers Corporation. Other Current Public Company Boards: Knowles Corporation Former 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 Governance Committee.

  16. Laura Black

    Laura Black

  17. Age 65

    Age 65 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 a member of the Audit Committee of Ichor Holdings, Ltd. Ms. Black is also currently a member of the Board of Directors and member of the Audit and Nominating and Governance Committees of Teledyne Technologies Inc. Ms. Black is also currently a member of the Board of Directors and Interim Chair of the Audit Committee of Sakuu Corporation. Other Current Public Company Boards: Ichor Holdings, Ltd., Teledyne Technologies Inc. Former Public Company Boards in Last Five Years: None 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.

  18. Richard John Burns

    Richard John Burns

  19. Age 63

    Age 63 Director Since: July 2025 Experience: From 2007 through June of 2025, Mr. Burns worked at Teradyne in a variety of engineering leadership roles, serving most recently as President of the Semiconductor Test Division since 2020. Prior to that role, he served as Vice President of Engineering from April 2016 to December 2020 and prior to that he was Senior Director, Hardware Engineering from February 2007 to April 2016. From January 2001 to February 2007, Mr. Burns worked at Mindspeed Technologies, serving as Vice President of Engineering and Vice President and General Manager of Broadband Internetworking Systems. Prior to that, from June 1997 to January 2001 Mr. Burns was Director of Engineering at Conexant Systems. From February 1995 to June 1997 he was Manager of Digital Circuits Department at Hughes Communications Products. From September 1993 to February 1995 he served as Manager of ASIC Development at Hughes Industrial Electronics. He began his career in November 1981 with Hughes Missile Systems as Head of the Analog LSI Section. Mr. Burns earned a Bachelor of Science in Physics from the University of California, Los Angeles and a Master of Science in Electrical Engineering from California State University, Northridge. Other Current Public Company Boards: None

  20. Former Public Company Boards in Last Five Years: None

    Former Public Company Boards in Last Five Years: None Mr. Burns’ background in driving product innovation, developing new technologies, leading large organizations, and executing strategic growth initiatives is valuable both from an operational perspective and also in assisting the Board in evaluating strategic opportunities.

  21. Donald Colvin

    Donald Colvin

  22. Age 73

    Age 73 Director Since: October 2015 Experience: 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 recently joined the Board of Directors of Comstock Inc. and is Chair of the Audit 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. and Maxeon Solar Technologies. Other Current Public Company Boards: Agilysys, Inc., Comstock Inc. Former Public Company Boards in Last Five Years: Maxeon Solar Technologies Qualifications: Mr. Colvin’s financial expertise and service on several public company boards of directors provide valuable perspective on the Company’s operations and opportunities, as well as valuable expertise as a Director and a member of the Audit Committee and the Corporate Development Committee.

  23. Eugenia M. Corrales

    Eugenia M. Corrales

  24. Age 61

    Age 61 Director Since: July 2025 Experience: Ms. Corrales currently leads Product Operations for Arista Networks, bringing thirty-five years of experience in operations, engineering, and strategy within the technology and telecommunications sectors. Her extensive career includes serving as Chief Executive Officer at Nefeli Networks, Inc. from 2018 to 2024, and she has acted as a strategic advisor to various AI and tech firms since late 2023. Previously, Ms. Corrales held senior leadership roles including Senior Vice President of the Solutions Group at ShoreTel and Vice President and General Manager of the Data Systems Group at Cisco Systems. She began her professional journey at Hewlett- Packard. Other Current Public Company Boards: None Former Public Company Boards in Last Five Years: Meta Materials Inc. Ms. Corrales offers career experiences characterized by a blend of strategic vision and operational excellence across Fortune 500 enterprises and high-growth startups. With deep expertise in networking, cloud infrastructure, and telecommunications—honed through leadership roles at industry leaders such as Arista Networks and Cisco Systems—she possesses a profound understanding of the testing and assurance technologies vital to our business. Furthermore, her experience at Nefeli Networks and her Advanced Cybersecurity certification make her an asset to the Cybersecurity Steering Committee. Complemented by her tenure as a public company board member, her experience as a CEO, and her significant financial acumen, Ms. Corrales is well-qualified to contribute to the Audit Committee and the Board.

  25. Douglas Gilstrap

    Douglas Gilstrap

  26. Age 63

    Age 63 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 the Chairman and CEO of Zentro, a privately held internet service provider. 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. Other Current Public Company Boards: None

  27. Former Public Company Boards in Last Five Years: None

    Former Public Company Boards in Last Five Years: None 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.

  28. Joanne Solomon

    Joanne Solomon

  29. Age 60

    Age 60 Director Since: February 2022 Experience: Ms. 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. Ms. Solomon began her career at PricewaterhouseCoopers. Ms. Solomon joined the Board of Directors of Ultra Clean Holdings, Inc. in February 2025. Other Current Public Company Boards: Ultra Clean Holdings, Inc.

  30. Former Public Company Boards in Last Five Years: None

    Former Public Company Boards in Last Five Years: None Ms. Solomon's financial expertise and service provide valuable perspective to the Board and as Chair 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.

  31. Age 61

    Age 61 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 Technology and Risk Committees. Mr. Khaykin also previously served as Chair of the Executive Compensation Committee and a member of the Nominating and Governance Committee of Marvell Technology, Inc. Other Current Public Company Boards: Avnet, Inc. Former Public Company Boards in Last Five Years: None 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. 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 interests 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. In August 2025, Compensia did not recommend any changes to Director compensation. Director Compensation Governance Our stockholder-approved 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 Equity Incentive 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 23, 2026, our Directors have either satisfied their stock ownership requirement or have time to satisfy the requirement. FY26 Director Compensation Program Our FY26 non-employee Director compensation is described in its entirety in the table below:

  32. Age 61

    | Compensation Element for Role | Board Compensation | | General Board Service – Cash | | | Annual Retainer | $70,000, paid in quarterly installments in arrears. | | General Board Service – Equity | | | Annual RSU Grant | Grant value of $220,000; Number of shares determined using 30 calendar day average stock price prior to date of grant; made under the Equity Incentive Plan. Granted on the first business day following the date of each annual meeting of the Company’s stockholders. Non-employee Directors who first join the Board between annual meetings are entitled to receive a prorated Annual RSU Grant based on the number of days of service until the next annual meeting. | | Vesting Schedule | Vest on the earlier of the one year anniversary of the grant date or the next annual meeting of stockholders. |

  33. Age 61

    | | | Chair | Member | | Committee Service Annual Retainer | Audit | $32,000 | $15,000 | | | Compensation | $24,000 | $15,000 | | | Governance/Corporate Development/Cyber Risk | $15,000 | $7,500 | | Non-Employee Board Chair | | | | | Additional Board Retainer | | $80,000 | |

  34. Age 61

    Non-employee Directors are also reimbursed for travel and other out-of-pocket expenses in connection with their attendance at Board and committee meetings. 2026 Director Compensation Table The table below describes the compensation earned by each non-employee Director who served in FY26. Mr. Khaykin received no compensation as a Director.

  35. Age 61

    | DIRECTOR COMPENSATION |

  36. Age 61

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3) | Total ($) | | Keith Barnes | 101,500 | 243,267 | 344,767 | | Richard E. Belluzzo | 180,000 | 243,267 | 423,267 | | Laura Black | 107,500 | 243,267 | 350,767 | | Richard John Burns | 64,592 | 319,543 | 384,135 | | Donald Colvin | 109,500 | 243,267 | 352,767 | | Eugenia M. Corrales | 69,973 | 319,543 | 389,516 | | Douglas Gilstrap | 92,500 | 243,267 | 335,767 | | Masood Jabbar(2) | 49,266 | — | 49,266 | | Joanne Solomon | 92,500 | 243,267 | 335,767 |

  37. Compensation Discussion and Analysis

    | Incentive Awards | Performance Highlights | Commentary | | FY26 Target Annual Cash Incentive Award Opportunities (as a percentage of base salary) | All NEOs received bonuses for H1 and H2 of FY26. H1 NEO achievements: ▪Corporate at 89.9% ▪OSP at 72.4% ▪NSE at 107.5% ▪NSE Sales at 123.2% H2 NEO achievements: ▪Corporate at 140.4% ▪OSP at 130.7% ▪NSE at 150% ▪NSE Sales at 217.4% | Payouts were subject to the achievement of a threshold non-GAAP EPS performance goal. Financial metrics were weighted at 100% and capped at 150% payout, except in the case of Mr. Staley’s NSE sales bookings goal, which was capped at 250% payout with respect to 40% weighting of his target annual cash incentive award opportunity. | | Market-based Stock Units (“MSUs”)(1) | ▪FY23 MSUs: 56.67% of 3rd tranche earned, based on our 42nd percentile TSR ranking ▪FY24 MSUs: 90.33% of 2nd tranche earned, based on our 52.1st percentile TSR ranking ▪FY25 MSUs: 128% of 1st tranche earned, based on our 66.2nd percentile TSR ranking ▪FY24 CFO MSUs: 95% of 2nd tranche earned, based on our 53.5th percentile TSR ranking(2) (1)Earned based on total stockholder return through 9/15/25 (2)Certified in September 2025 and released based on continued service through November 28, 2025 | Earned based on our total stockholder return (“TSR”) relative to the performance of companies in the Nasdaq Telecommunications Index measured over one-year, two-year and three-year performance periods. Above median (55th percentile) performance required for a target payout. |

  38. Compensation Discussion and Analysis

    2025 Say-on-Pay Advisory Vote 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 2025 Annual Meeting of Stockholders, approximately 94% of votes cast (for or against) were voted in favor of our executive compensation program. In evaluating our compensation practices in FY26, the Compensation Committee was mindful of the support our stockholders expressed for the Company’s philosophy of linking compensation to operational objectives and the enhancement of stockholder value. As a result, the Compensation Committee retained its general approach to executive compensation and continued to apply the same general principles and philosophy as in the prior fiscal year in determining executive compensation. 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 for FY26. 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 Telecommunications Index. The increase in realizable pay reflects the Company's strong stock price performance and the resulting value created for stockholders. Our stock price increased from $10.00 at the end of FY25 to $47.63 at the end of FY26, representing a 376% increase during the period. Because a substantial majority of the CEO's compensation is equity-based and directly tied to stockholder returns, the realizable value of the CEO's FY26 target total direct compensation at fiscal year-end was approximately 421% of target compensation. This increase was driven overwhelmingly by the appreciation in the value of outstanding equity awards, aligning executive pay outcomes with stockholder value creation. Realizable pay represents a snapshot based on the Company's stock price at the end of FY26 and may fluctuate with future stock price performance until the underlying awards are vested, earned, or settled.

  39. Compensation Discussion and Analysis

    | ($) | FY26 Target | FY26 Realizable | | Base Salary | $900,000 | $900,000 | | Non-Equity Incentive Plan Compensation | $1,125,000 | $1,295,437 | | RSUs | $3,556,609 | $15,031,171 | | MSUs | $6,546,735 | $33,820,063 | | Total | $12,128,344 | $51,046,671 |

  40. Compensation Discussion and Analysis

    “Target Pay” is the sum of (a) the salary rate for FY26, pro-rated accordingly based on the effective date of any increase, (b) the target annual cash incentive award opportunity for FY26, and (c) the grant date fair value for RSUs which is calculated based on the closing market price of the Company’s common stock on the date of grant. The grant date fair value for MSUs is calculated based on a Monte-Carlo valuation of the award, determined under ASC Topic 718. “Realizable Pay” is the sum of (a) the salary earned for FY26; (b) the annual incentive award earned for FY26; (c) the value of RSUs granted in FY26, 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 $47.63 on June 26, 2026, the last trading day of FY26, multiplied by the number of unvested RSUs as of the end of FY26; and (d) the value of MSUs granted in FY26, which for: (i) vested MSUs is valued based on the number of shares earned multiplied by the closing stock price on the applicable vesting dates, and (ii) unvested MSUs is equal to the number of shares that would have been earned based on actual results through the end of FY26, multiplied by our closing stock price of $47.63 on June 26, 2026, the last trading day of FY26. Compensation Philosophy Our executive compensation program is based on the following objectives:

  41. 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 60% of the overall equity allocation to the CEO and 50% to the other NEOs. ▪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. |

  42. 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. |

  43. Compensation Discussion and Analysis

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

  44. Compensation Discussion and Analysis

    | | RSUs | | Purpose: | Align interests of NEOs and stockholders through incentivizing long-term stock price growth on an absolute basis, encourage retention and manage dilution. | | Characteristics: | Annual RSU grants 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. |

  45. Compensation Discussion and Analysis

    | ANNUAL CASH INCENTIVES |

  46. Compensation Discussion and Analysis

    | VPP TARGET ANNUAL CASH INCENTIVE AWARD OPPORTUNITIES |

  47. Compensation Discussion and Analysis

    Target annual cash incentive award opportunities under the Variable Pay Plan (“VPP”) were expressed as a percentage of earned base salary. In setting FY26 target opportunities, the Compensation Committee considered each NEO’s role, responsibilities, market practices, and total target cash compensation. One-half of each NEO's target annual cash incentive award opportunity is allocated to each six-month performance period. The FY26 target annual cash incentive opportunities for our NEOs are shown below. No increases were made to the target annual cash incentive award opportunities (expressed as a percentage of base salary) for our NEOs in FY26.

  48. Compensation Discussion and Analysis

    | NEO | FY25 Target Annual Cash Incentive Award Opportunity (% of Earned Base Salary) | FY26 Target Annual Cash Incentive Award Opportunity (% of Earned Base Salary) | Award Opportunity Increase | | Oleg Khaykin | 125% | 125% | — | | Ilan Daskal | 100% | 100% | — | | Paul McNab | 85% | 85% | — | | Luke Scrivanich | 85% | 85% | — | | Gary Staley | 85% | 85% | — |

  49. Non-GAAP EPS Threshold

    Non-GAAP EPS Threshold In addition to the metrics set forth above, for each quarter of the fiscal year, if the Company did not achieve a minimum earnings per share threshold of Non-GAAP EPS (the “Non-GAAP EPS Threshold”), no VPP award would be accrued for the portion of the applicable six-month period attributable to that quarter(1)(2). (1)The Non-GAAP EPS Threshold reflects our internal analyses, modeling, and objectives for our financial performance. Due to the confidential and commercially sensitive nature of these analyses, modeling and objectives, we believe the specific disclosure of the Non-GAAP EPS Threshold could result in competitive harm to us. It is for this reason that we have not disclosed the Non-GAAP EPS Threshold. (2)For the definition of Non-GAAP EPS, please see Appendix A. Annual Cash Incentive Award Calculations and Measures For FY26, the award payouts under the Executive VPP for our participating NEOs were calculated by multiplying each NEO’s earned base salary for the performance period by that NEO’s target annual cash incentive award opportunity and financial metric attainment percentage.

  50. Non-GAAP EPS Threshold

    | Payout Formula | | | | | | Non-GAAP EPS Threshold Modifier | | | | | | H1 Payout | = | Earned Base Salary for the Periodx | Target Annual Cash Incentive Award Opportunity (% of Earned Base Salary)x | Financial Metric Attainment % (100% weighting) | | H2 Payout | | | | |

  51. Non-GAAP EPS Threshold

    The following tables describe the threshold, target, and maximum performance levels for each of the financial metrics and report the actual results and achievement percentage for FY26. In addition, the Non-GAAP EPS Threshold described above was measured on a quarterly basis to determine if VPP awards were accrued for that quarter. For each quarter of the fiscal year, the Company achieved the applicable Non-GAAP EPS Threshold and accordingly VPP was funded for that quarter. Payouts under the annual cash incentive plans could range from 0% to 150% of target achievement for each performance metric, except in the case of Mr. Staley’s NSE sales booking goal, which carried a maximum payout opportunity of 250%, weighted at 40% of his target annual cash incentive award opportunity.

  52. Non-GAAP EPS Threshold

    | Corporate VPP (1) (Participants: Mr. Khaykin and Mr. Daskal) | | | | | | | | | | | | | | | | | | | H1 FY26 | | | | | | | H2 FY26 | | | | | | | | Goal | Weighting | Threshold | 50% | 100% | 150% | Results | % Achievement | Payout | Threshold | 50% | 100% | 150% | Results | % Achievement | Payout | | Weighted VIAVI Revenue | 60% | 554 | 573 | 623 | 673 | 626 | 94% | 90% | 590 | 609 | 659 | 708 | 748 | 134% | 140% | | Weighted VIAVI Non-GAAP Operating Profit | 40% | 84 | 95 | 125 | 155 | 119 | 84% | | 105 | 117 | 147 | 177 | 192 | 150% | |

  53. Non-GAAP EPS Threshold

    | | H1 | | | H2 | | | Total Actual FY26 | | | | Target Incentive | Actual Payout | Actual Achievement of Target | Target Incentive | Actual Payout | Actual Achievement of Target | Payouts | Payouts | | NEO | ($) | ($) | (%) | ($) | ($) | (%) | ($) | (%) | | Oleg Khaykin | $562,500 | $505,687 | 89.9% | $562,500 | $789,750 | 140.4% | $1,295,437 | 115.1% | | Ilan Daskal | $285,002 | $256,216 | 89.9% | $285,002 | $400,142 | 140.4% | $656,358 | 115.1% | | Paul McNab | $191,250 | $205,594 | 107.5% | $191,250 | $286,875 | 150.0% | $492,469 | 128.8% | | Luke Scrivanich | $174,254 | $126,160 | 72.4% | $174,254 | $227,750 | 130.7% | $353,910 | 101.6% | | Gary Staley | $184,871 | $227,761 | 123.2% | $184,871 | $401,909 | 217.4% | $629,670 | 170.3% |

  54. Non-GAAP EPS Threshold

    Long-Term Incentive Compensation We believe that equity awards align the interests of our executive officers with the long-term interests of our stockholders by rewarding long-term stockholder value creation measured by our stock price and by providing retention incentive through multi-year vesting periods.

  55. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS The Compensation Committee granted the following annual equity awards in the first quarter of FY26 to our NEOs under our Equity Incentive Plan: ▪MSUs, which are earned and vest based on our TSR relative to the performance of companies in the Nasdaq Telecommunications Index, with three overlapping performance periods of one, two and three years. ▪RSUs, which, for RSUs granted in FY26, 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 Telecommunications Index. The Compensation Committee also believes granting RSUs promotes long-term performance as they are directly subject to increases and decreases in our stock price, further aligning NEO and stockholder interests.

  56. FY26 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 | 473,372 | 315,582 | 8,891,512 | | Ilan Daskal | 142,258 | 142,258 | 3,206,495 | | Paul McNab | 44,378 | 44,378 | 1,000,280 | | Luke Scrivanich | 45,611 | 45,611 | 1,028,072 | | Gary Staley | 49,309 | 49,309 | 1,111,425 |

  57. FY26 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 (see table below) divided by the average closing price per share of our common stock over the 60 trading days preceding the grant date of August 28, 2025, with 50% of the dollar value being allocated to each type of award, except in the case of the CEO, for which 60% of the dollar value was allocated to MSUs and 40% allocated to RSUs. The grant date fair values of MSUs and RSUs reported in the table above and in the “FY26 Summary Compensation Table” differ from the target award values. For purposes of the “FY26 Summary Compensation Table,” the grant date fair value of RSUs is calculated based on the closing market price of the Company’s common stock on the date of grant. The grant date fair value for MSUs was determined using a Monte Carlo valuation model in accordance with ASC Topic 718. The following table sets forth the initial target dollar value of each NEO’s equity award.

  58. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | NEO | FY26 Target Dollar Value ($) | FY25 Target Dollar Value ($) | YOY % Change in Target Dollar Value | | Oleg Khaykin | 8,000,000 | 7,200,000 | 11.11% | | Ilan Daskal | 2,885,000 | 2,500,000 | 15.40% | | Paul McNab | 900,000 | 850,000 | 5.88% | | Luke Scrivanich | 925,000 | 900,000 | 2.78% | | Gary Staley | 1,000,000 | 1,000,000 | —% |

  59. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    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 similarly sized companies, the NEO’s potential for increased responsibility over the award term, 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. MSU Awards The MSUs that were granted in FY26 will be earned based on our TSR relative to the performance of the companies in the Nasdaq Telecommunications 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, 2026, September 15, 2027 and September 15, 2028, 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, 2025 to September 15, 2025. 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 Telecommunications 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 Telecommunications Index for each measurement period. The Compensation Committee believes that the Nasdaq Telecommunications 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:

  60. FY26 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 |

  61. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

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

  62. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | MSUs Earned in FY26 |

  63. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    The following table shows the MSUs earned by our NEOs in FY26.

  64. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | MSUs Earned in FY26 | Measurement Period | Measurement Period Ranking | | FY23 MSUs: 56.67% of 3rd tranche earned | 8/1/22 to 9/15/22 vs 8/1/25 to 9/15/25 | 42.0 percentile TSR ranking | | FY24 MSUs: 90.33% of 2nd tranche earned | 8/1/23 to 9/15/23 vs 8/1/25 to 9/15/25 | 52.1 percentile TSR ranking | | FY25 MSUs: 128.00% of 1st tranche earned | 8/1/24 to 9/15/24 vs 8/1/25 to 9/15/25 | 66.2 percentile TSR ranking | | FY24 CFO MSUs: 95.00% of 2nd tranche earned(1) | 11/7/23 to 12/21/23 vs 8/1/25 to 9/15/25 | 53.5 percentile TSR ranking |

  65. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | NEO | FY23 MSUs # of Shares Earned | FY24 MSUs # of Shares Earned | FY25 MSUs # of Shares Earned | | Oleg Khaykin | 48,215 | 99,910 | 243,809 | | Ilan Daskal(1) | NA | 98,629 | 70,545 | | Paul McNab | 5,614 | 11,633 | 23,984 | | Luke Scrivanich | 5,944 | 12,317 | 25,396 | | Gary Staley | 6,604 | 13,685 | 28,217 |

  66. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    (1)Mr. Daskal’s new hire MSUs were granted with four vesting tranches in connection with his hire, and his initial measurement period is reflective of his November 7, 2023 start date. In addition, Mr. Daskal’s FY24 and FY25 MSU shares earned include both his new hire and ongoing MSUs. Other Benefits

  67. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | General Health, Welfare and Other Benefit Plans | Perquisites and Other Benefits | | 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. | We provide limited perquisites and supplemental benefits to our NEOs. We added an Executive Health Program in FY26, offering annual physicals and wellness support for executives. The program is intended to promote proactive health management among the executives, thereby reducing risk and supporting sustained leadership performance. |

  68. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    Severance and Change of Control Benefits

  69. FY26 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 and retain 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. ▪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 Incentive 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 and in the case of grants made in and after FY27, continued vesting of RSUs and MSUs in the event of a qualifying retirement. ▪Further, under our Equity Incentive Plan, except as otherwise provided in an award agreement, RSUs and MSUs will vest in full if they are not continued, assumed or replaced in connection with a corporate transaction, with MSUs vesting at the target performance level. |

  70. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    See the subsection titled “Potential Payments Made upon Termination or Change of Control” in “Executive Compensation and Other Information” for more information regarding each of these plans or arrangements as well as our estimated potential payment obligations. Compensation Actions Following Fiscal Year End Our Compensation Committee evaluated the design of our incentive compensation programs during the FY27 compensation planning cycle. As a result of this evaluation, the Compensation Committee approved an 11% increase in Oleg Khaykin's base salary following a review of peer group compensation, total target compensation positioning, and individual performance. The adjustment was intended to better align Mr. Khaykin's compensation with the Company's target market positioning, while recognizing his leadership, contributions, and continued execution of the Company's strategic objectives. Each of our other NEOs received a moderate base salary increase in FY27 based on a review of market compensation data and peer group benchmarks and their performance and contributions to date, with adjustments intended to maintain competitive positioning and align pay levels with market practices.

  71. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | NEO | FY26 Salary ($) | FY27 Salary ($) | Salary Increase (%) | | Oleg Khaykin | 900,000 | 1,000,000 | 11.1 | | Ilan Daskal | 570,000 | 590,000 | 3.5 | | Paul McNab | 450,000 | 460,000 | 2.2 | | Luke Scrivanich | 410,000 | 425,000 | 3.7 | | Gary Staley | 435,000 | 450,000 | 3.4 |

  72. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    In addition, for the FY27 VPP, Mr. Staley’s VPP plan design was recalibrated to focus 70% on revenue generation and 30% on operating profit, each with a maximum payout opportunity of 150%. This adjustment emphasizes strategic priorities, driving sustainable top-line growth while safeguarding profitability. It encourages leadership to balance their efforts across sales activities, ensuring that both revenue expansion and operational efficiency are achieved, ultimately aligning the sales organization’s goals with the Company’s long-term value creation. Mr. McNab's FY27 Executive VPP was changed from the NSE plan to the Corporate plan. This change reflects his current role and responsibilities, which are more closely aligned with corporate-level objectives and performance metrics, and better supports the alignment with the Company's strategic priorities. The Compensation Committee and the Board also approved new forms of award agreements for equity awards granted to NEOs in FY27 and later, which provide for continued vesting of RSUs and MSUs in the event of a qualifying retirement (with MSUs subject to actual performance at the end of each performance period). An NEO will not receive any new equity awards while serving during the notice period. In the event an NEO experiences a qualifying retirement during the 12-month period beginning upon a change in control, awards will be treated as if the participant experienced a termination without cause or for good reason pursuant to the terms of the applicable change in control plan or employment agreement. A qualifying retirement means an NEO’s retirement (i) upon reaching age 60 with at least five years of service and a combined age and years of service of no less than 68, (ii) after providing a minimum of 12 months’ advance notice, and (iii) subject to such NEO’s agreement to make himself or herself available to provide consulting services for two years following retirement and to refrain from competing with the Company. Such changes were made to promote post-retirement ownership to sustain long-term alignment with stockholders, align with competitive market practices among tech companies, and support retention and succession planning. In connection with these changes, Mr. Khaykin waived his right to accelerated vesting of equity awards granted in fiscal year 2027 and later in the event of an involuntary termination within three months prior to a change in control and in the event Mr. Khaykin experiences an involuntary termination other than during the 12-month period beginning upon a change in control, awards granted in fiscal year 2027 and later will be treated as if he experienced a qualifying retirement (i.e., such awards will continue to vest over the original vesting schedule). Other Important Compensation Practices

  73. FY26 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 that may affect our future share price. During FY26, we did not grant any stock options or option-like awards, including during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing material nonpublic information and ending one business day after the filing or furnishing of such report with the SEC. | | 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 ~2.2%(1) for FY26. | | 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 Section 16 Officers and 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. |

  74. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    (1)Gross Burn Rate is calculated as (a) the number of new RSUs granted under the Equity Incentive Plan plus the number of performance-based RSUs 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

  75. FY26 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 FY26. ▪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 FY26, 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 FY26, 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; ◦Reviewing 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. |

  76. FY26 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 May 2025, the Compensation Committee selected peer group companies for FY26 with an emphasis on companies that (1) had headquarters located in the U.S. and belonged to business or labor market competitors in the network testing, communications equipment, technology, or hardware industries; (2) generated annual revenues between approximately 0.4 and 2.5 times VIAVI’s last four quarters’ revenue; 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.

  77. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | FY26 Peer Group | | | Advanced Energy Industries, Inc. | MKS Instruments, Inc. | | Belden Inc. | NETGEAR, Inc. | | Calix, Inc. | NetScout Systems, Inc. | | Ciena Corporation | OSI Systems, Inc. | | Cirrus Logic, Inc. | Qorvo, Inc. | | Commvault Systems, Inc. | Semtech Corporation | | Extreme Networks, Inc. | Silicon Laboratories Inc. | | F5, Inc. | Synaptics Incorporated | | Itron, Inc. | Viasat, Inc. | | Knowles Corporation | Wolfspeed, Inc. (formerly Cree, Inc.) | | Lumentum Holdings Inc. | |

  78. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    In determining the FY26 compensation peer group, the Compensation Committee removed five companies from the FY25 peer group. Infinera and SunPower were removed following their acquisition and bankruptcy, respectively. Coherent was removed because its revenue exceeded the Compensation Committee's established selection parameters, while 3D Systems was removed due to its relatively smaller revenue size. Ubiquiti was removed because its market capitalization exceeded the Compensation Committee's target range. The Compensation Committee subsequently added six companies to the FY26 compensation peer group to enhance comparability based on factors such as revenue, industry, and market cap: Advanced Energy Industries, Inc., Belden Inc., Calix, Inc., Itron, Inc., Qorvo, Inc., and Semtech Corporation. 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 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.

  79. FY26 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 |

  80. FY26 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    As of September 23, 2026, all of our NEOs have either satisfied the applicable stock ownership requirements or remain within the permitted compliance period.

  81. Executive Compensation and Other Information

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Oleg Khaykin | 2026 | 900,000 | — | 10,103,344 | 1,295,437 | 6,570 | 12,305,351 | | President and Chief Executive Officer | 2025 | 900,000 | — | 9,114,277 | 576,562 | 5,000 | 10,595,839 | | | 2024 | 900,000 | — | 7,422,769 | — | 5,000 | 8,327,769 | | Ilan Daskal | 2026 | 570,003 | — | 3,570,676 | 656,358 | 6,570 | 4,803,607 | | Executive Vice President and Chief | 2025 | 570,003 | — | 3,105,142 | 292,127 | 5,000 | 3,972,272 | | Financial Officer | 2024 | 352,964 | 500,000 | 6,620,784 | — | 5,000 | 7,478,748 | | Paul McNab | 2026 | 450,000 | — | 1,113,888 | 492,469 | 1,570 | 2,057,927 | | Executive Vice President, Chief Marketing | 2025 | 450,000 | — | 1,055,736 | 92,374 | — | 1,598,110 | | Officer and Chief Strategy Officer | 2024 | 450,000 | — | 864,288 | — | 81,350 | 1,395,638 | | Luke Scrivanich | 2026 | 410,010 | — | 1,144,836 | 353,910 | 6,570 | 1,915,326 | | Senior Vice President & General Manager, | 2025 | 408,470 | — | 1,117,842 | 272,605 | 5,000 | 1,803,917 | | Optical Security & Performance Products | 2024 | 400,000 | — | 915,134 | — | 5,000 | 1,320,134 | | Gary Staley | 2026 | 434,990 | — | 1,237,656 | 629,670 | 6,570 | 2,308,886 | | Senior Vice President, Global Sales, | 2025 | 432,684 | — | 1,242,053 | 174,502 | 5,000 | 1,854,239 | | Network and Service Enablement | 2024 | 420,000 | — | 1,016,806 | — | 5,000 | 1,441,806 |

  82. 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 | 8/28/2025 | 8/13/2025 | MSUs | — | — | — | — | 473,372 | 710,058 | — | 6,546,735 | | | 8/28/2025 | 8/13/2025 | RSUs | — | — | — | — | — | — | 315,582(4) | 3,556,609 | | | | | Cash | — | 1,125,000 | 1,687,500 | — | — | — | — | — | | Ilan Daskal | 8/28/2025 | 8/12/2025 | MSUs | — | — | — | — | 142,258 | 213,387 | — | 1,967,428 | | | 8/28/2025 | 8/12/2025 | RSUs | — | — | — | — | — | — | 142,258(4) | 1,603,248 | | | | | Cash | — | 570,000 | 855,000 | — | — | — | — | — | | Paul McNab | 8/28/2025 | 8/12/2025 | MSUs | — | — | — | — | 44,378 | 66,567 | — | 613,748 | | | 8/28/2025 | 8/12/2025 | RSUs | — | — | — | — | — | — | 44,378(4) | 500,140 | | | | | Cash | — | 382,500 | 573,750 | — | — | — | — | — | | Luke Scrivanich | 8/28/2025 | 8/12/2025 | MSUs | — | — | — | — | 45,611 | 68,416 | — | 630,800 | | | 8/28/2025 | 8/12/2025 | RSUs | — | — | — | — | — | — | 45,611(4) | 514,036 | | | | | Cash | — | 348,500 | 522,750 | — | — | — | — | — | | Gary Staley | 8/28/2025 | 8/12/2025 | MSUs | — | — | — | — | 49,309 | 73,963 | — | 681,944 | | | 8/28/2025 | 8/12/2025 | RSUs | — | — | — | — | — | — | 49,309(4) | 555,712 | | | | | Cash | — | 369,750 | 702,525 | — | — | — | — | — |

  83. 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) | | | | 2026 | $12,305,351 | $95,290,578 | $2,771,437 | $20,701,278 | $273 | $103 | $(30.4) | $312.9 | | 2025 | $10,595,839 | $16,382,196 | $2,307,135 | $3,597,518 | $57 | $94 | $34.8 | $153.9 | | 2024 | $8,327,769 | $(1,523,950) | $2,066,364 | $687,143 | $39 | $73 | $(25.8) | $115.0 | | 2023 | $8,978,665 | $5,273,915 | $1,779,833 | $1,142,474 | $65 | $74 | $25.5 | $172.5 | | 2022 | $9,340,416 | $2,475,672 | $1,807,445 | $812,945 | $75 | $73 | $15.5 | $286.8 |

  84. Compensation Actually Paid, Cumulative TSR of the Company and Cumulative TSR of the Peer Group

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

  85. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  86. 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 27, 2026.

  87. 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 | 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 | 10,119,162(1) | — | 18,685,077(2) |

  88. Compensation Actually Paid and Non-GAAP Operating Income

    (1)Represents shares of the Company’s Common Stock issuable upon vesting and settlement of RSUs and MSUs (with MSUs shown based on target performance) under the Equity Incentive Plan and excludes purchase rights under our Employee Stock Purchase Plan (the “ESPP”). (2)Represents shares of the Company’s Common Stock authorized for future issuance under the Equity Incentive Plan (under which 13,545,375 shares remained available for grant as of June 27, 2026) and the ESPP (under which 5,139,702 shares remained available for grant as of June 27, 2026, including shares subject to purchase during the then-current purchase period, which commenced on February 1, 2026 (the exact number of which was not known until the purchase date on July 31, 2026).