| o | Preliminary Proxy Statement | ||||||
| o | Confidential, | ||||||
| x | Definitive Proxy Statement | ||||||
| o | Definitive Additional Materials | ||||||
| o | Soliciting Material Pursuant to | ||||||
| x | No fee required. | ||||
| o | Fee paid previously with preliminary materials. | ||||
| o | |||||
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE. PLEASE REFER TO (I) THE INSTRUCTIONS OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, (II) THE SECTION ENTITLED GENERAL INFORMATION BEGINNING ON PAGE PROXY STATEMENT, OR (III) IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR ENCLOSED PROXY CARD. | ||
IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER www.edocumentview.com/VIAV | ||
| Business and Financial Highlights | ||
| Investor Outreach and Engagement | ||
| Environmental, Social, and Governance | ||
| FY22 Virtual Annual Meeting | ||
| VIAVI at a Glance |  | ||||||
A-1 | |||||
| Date | Time | Live Webcast | ||||||||
 |  |  | ||||||||
| Wednesday, November | Mountain Time | |||||||||
| PROPOSAL | BOARD VOTING RECOMMENDATION | PAGE REFERENCE (FOR MORE DETAIL) | ||||||||||||||||||
| Management Proposals | ||||||||||||||||||||
Proposal 1.Election of Directors The Board of Directors (the "Board,” and each member a “Director”) believes that each of the Director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board. |  | Vote FOR each Director nominee | ||||||||||||||||||
Proposal 2.Ratification of the Appointment of PricewaterhouseCoopers LLP as VIAVI’s independent registered public accounting firm for fiscal year 2023 The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as VIAVI’s independent auditors is in the best interests of VIAVI and its stockholders. | | Vote FOR | ||||||||||||||||||
Proposal 3.Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers The Board believes that the compensation of our named executive officers as disclosed in this Proxy Statement for fiscal year 2022 is well aligned with VIAVI’s performance and the interests of our stockholders. | | Vote FOR | ||||||||||||||||||
| Notice of 2022 Annual Meeting | ||
| Record Date | ||
| Proxy Materials | ||
| Technical Issues | ||
| Asking Questions | ||
IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER year ended www.edocumentview.com/VIAV | ||
 | |
 | ||
 | ||
 | ||
| VIAVI at a Glance | ||
| Net Revenues grew 7.8% year-over-year to | GAAP Operating Margin grew 240 basis points year-over-year to | Total Consolidated GAAP EPS decreased 75.9% year-over-year to | ||||||||||||
| $1.3 Billion | 14.3% | $0.07(1)(2) | ||||||||||||
| Capital Returned to Stockholders in FY22 | Non-GAAP Operating Margin grew 110 basis points year-over-year to | Total Consolidated non-GAAP EPS grew 14.5% year-over-year to | ||||||||||||
| $235.5 Million | 22.2%(1) | $0.95(1) | ||||||||||||
| Business Overview | ||
| VIAVI at a Glance | ||
| What We Do | What We Don’t Do | ||||||||||
| þ | Compensation Committee is comprised 100% of independent Directors. | û | No employment agreements that provide for fixed terms or automatic compensation increases or equity awards. | ||||||||
| þ | Independent compensation consultant retained by the Compensation Commit | û | No repricing or repurchasing of underwater stock options without stockholder approval. | ||||||||
| þ | Balance short- and long-term incentives, cash and equity and fixed and variable pay elements. | û | No dividends or dividend equivalents on unearned awards. | ||||||||
| þ | Performance-based awards comprising approximately 50% of the overall equity allocation to executive officers. | û | No pledging or hedging of VIAVI securities. | ||||||||
| þ | Require one-year minimum vesting for awards granted under the Amended and Restated 2003 Equity Incentive Plan, subject to certain exceptions. | û | No “single trigger” change in control acceleration of vesting for equity awards. | ||||||||
| þ | Maintain a clawback policy that applies to both cash incentives and equity awards. | û | No excessive perquisites. | ||||||||
| þ | Assess and mitigate compensation risk. | û | No excessive cash severance payments or benefits. | ||||||||
| þ | Solicit an annual advisory vote on executive compensation. | û | No executive pension plans or supplemental executive retirement plans. | ||||||||
| þ | Maintain stock ownership guidelines. | û | No "golden parachute" tax gross-ups. | ||||||||
| û | No multiple classes of equity or non-voting stock | ||||||||||
| VIAVI at a Glance | ||
| FY22 VPP Payout | MSUs Earned in FY22 | FY22 Performance | ||||||
$365K for H1 of FY2022 | FY2019 MSUs: 130.25% of 3rd tranche earned | 67.1 percentile TSR ranking | ||||||
FY2020 MSUs: 37.00% of 2nd tranche earned | 36.1 percentile TSR ranking | |||||||
$573K for H2 of FY2022 | FY2021 MSUs: 83.33% of 1st tranche earned | 50.0 percentile TSR ranking | ||||||
| VIAVI at a Glance | ||
| Conducted our inaugural ESG Priority Assessment | Affiliate member of Responsible Business Alliance | Achieved 2015 CO2 emissions reduction goal to reduce CO2 emissions by 20% by 2025 | Launched packaging initiative to explore ways of reusing or recycling packaging material | |||||||||||||||||
| Continued development of human capital management programs focused on talent planning, talent acquisition, rewards and development | Best-in-class Total Recordable Injury Rate (TRIR) of 0.23 injuries per 100 full-time workers per year | Diversity, equity and inclusion (“DEI’) strategy focused on three pillars - Leadership, Culture and Talent | Signatory of US IP Alliance Diversity Pledge to address and improve DEI within the U.S. patent and technology system | |||||||||||||||||
| In FY22, on average, 28 percent of U.S. suppliers were certified as diverse, verified by a third party on a quarterly basis | VIAVI and our employees supported a number of community initiatives, including donations supporting Ukraine | Compensation Committee oversight of Human Capital Management | Audit Committee oversight of cyber security and other information technology risks, controls and procedures | |||||||||||||||||
| Governance Committee oversight of the Company’s programs, policies and practices related to ESG matters and related disclosures | Management Level ESG Steering Committee oversight of the Company’s ESG policies, practices and initiatives | Established a Global Environmental Policy and a Global Human and Labor Rights Policy | Published 2022 ESG Report pursuant to SASB and TCFD standards | |||||||||||||||||
| Corporate Governance | ||
| Non-executive, independent Board Chair | Annual election of Directors | Majority voting for Directors in uncontested elections | All committees are comprised of independent Directors | |||||||||||||||||
| All members of the Audit Committee are Audit Committee Financial Experts | Executive sessions of independent Directors | Annual Board, individual Director and Committee evaluations | Risk oversight by Board and Committees, including with respect to cybersecurity | |||||||||||||||||
| 44% of the Board is comprised of women or is diverse | Procedures for stockholders to communicate directly with the Board | Stock ownership requirements for Directors and executives | Annual advisory vote on executive compensation | |||||||||||||||||
| Annual review of Committee charters and Corporate Governance Guidelines | Compensation Committee oversight of human capital management including DEI | Governance Committee oversight of the Company’s ESG matters | Management Level ESG Steering Committee responsible for the Company’s ESG policies, strategies and initiatives | |||||||||||||||||
| Robust training and compliance programs, with 100% employee participation in Code of Business Conduct Training | No pledging or hedging of VIAVI securities | No multi-voting or non-voting stock. | Our CEO ranked as the #1 CEO in 2019 for the Mid-Cap Technology, Media, and Telecommunications Sector by Institutional Investor, LLC | |||||||||||||||||
| Corporate Governance | ||
| Chair of the Board | Chief Executive Officer | |||||||
▪Sets the agenda of Board meetings ▪Presides over meetings of the full Board ▪Contributes to Board governance and Board processes ▪Communicates with all Directors on key issues and concerns outside of Board meetings ▪Presides over meetings of stockholders | ▪Sets strategic direction for the Company ▪Creates and implements the Company’s vision and mission ▪Leads the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board and its committees | |||||||
| Independent Directors | ||||||||
 | ||||||||
| 8 of 9 Directors are Independent | ||||||||
| Audit Committee Chair | Independent |  | ||||||
| Compensation Committee Chair | Independent |  | ||||||
| Corporate Development Committee Chair | Independent | | ||||||
| Governance Committee Chair | Independent | | ||||||
| Corporate Governance | ||
| 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 | |||||||
| Hispanic or Latinx | 1 | |||||||
| White | 5 | 2 | ||||||
| Corporate Governance | ||
| THE BOARD | ||||||||
| Our Board is ultimately responsible for oversight of risks | ||||||||
| AUDIT COMMITTEE | ||||||||
| The Audit Committee 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. | ||||||||
| 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 | |||||||
| Corporate Governance | ||
| Corporate Governance | ||
Our Information Security Oversight Structure | ||||||||||||||||||||
| Information Security Team |  | Cybersecurity Steering Committee | | Audit Committee | | The Board | ||||||||||||||
| Corporate Governance | ||
| DIRECTORS | Audit Committee | Compensation Committee | Corporate Development Committee | Governance Committee | ||||||||||||||||||||||||||||
| Richard E. Belluzzo |  |  |  | |||||||||||||||||||||||||||||
| Keith Barnes |  |  |  | | ||||||||||||||||||||||||||||
| Laura Black | | | ||||||||||||||||||||||||||||||
| Tor Braham | | |||||||||||||||||||||||||||||||
| Timothy Campos | | | ||||||||||||||||||||||||||||||
| Donald Colvin | | | | |||||||||||||||||||||||||||||
| Masood A. Jabbar | | | | |||||||||||||||||||||||||||||
| Oleg Khaykin | ||||||||||||||||||||||||||||||||
| Joanne Solomon |  | | ||||||||||||||||||||||||||||||
 | Chair of the Board | | Committee Member | |||||||||||||||||
| Committee Chairperson | | Financial Expert | |||||||||||||||||
FY22 Average Board Meeting Attendance | ||
| 98% | ||
| Corporate Governance | ||
| Responsibilities | Current Members | |||||||
The primary responsibility of the Audit Committee is to assist the full Board in fulfilling its oversight responsibilities with respect to: •The integrity of the Company’s financial statements and other financial information provided by the Company to its stockholders, the public and others; | Donald Colvin (Chair) Keith Barnes Masood A. Jabbar Joanne Solomon Meetings: 8 meetings during FY22. Attendance: The average attendance of the Directors at Audit Committee meetings in FY22 was 100%. Independence: The Board has determined that all members of the Audit Committee are “independent” as defined in the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and Nasdaq. Financial Experts: The Board has determined that Keith Barnes, Donald Colvin, Masood A. Jabbar and Joanne Solomon are “audit committee financial expert(s)” as defined by Item 407(d) of Regulation S-K of the Exchange Act. | |||||||
▪The Company’s systems of disclosure controls and internal controls regarding finance, accounting, legal compliance and ethical behavior; ▪The Company’s auditing, accounting and financial reporting processes generally; ▪The appointment, qualifications and performance of the Company’s internal audit function and independent auditors; ▪Pre-approval of services (both audit and non-audit) to be provided by the independent auditors; and ▪Review related party transactions. ▪Whether the Company’s independent auditors’ provision of non-audit services is compatible with maintaining the independence of the independent auditors. ▪The Company’s cybersecurity and information security risk management. A copy of the Audit Committee charter can be viewed at the Company’s website at investor.viavisolutions.com. Joanne Solomon was appointed to the Audit Committee effective February 18, 2022. | ||||||||
| Corporate Governance | ||
| Responsibilities | Current Members | |||||||
The primary responsibility of the Compensation Committee is to assist the full Board in fulfilling its oversight responsibilities with respect to: ▪The Company’s overall compensation policies, structure and programs (including with respect to wages, salaries, bonuses, equity plans, employee benefit plans and other benefits) for its employees and officers; | Keith Barnes (Chair) Richard E. Belluzzo Timothy Campos Meetings: 5 meetings during FY22. Attendance: The average attendance of the Directors at Audit Committee meetings in FY22 was 100%. Independence: The Board has determined that all members of the Compensation Committee are “independent” as defined in the applicable rules and regulations of the SEC and Nasdaq. | |||||||
▪The annual review and approval of the compensation policies applicable to the Company’s executive officers (including the Company’s named executive officers), including the relationship of the Company’s achievement of its goals and objectives to executive compensation; ▪The annual review and recommendation to the Board for approval of corporate goals and objectives relevant to the compensation of the CEO, and to at least annually evaluate the performance of the CEO in light of these goals and objectives; ▪Review matters related to succession planning and executive development for executive officers; ▪Oversee the implementation and administration of the Company’s equity incentive, stock option and stock purchase plans; ▪Review the results of the stockholder advisory vote regarding the Company’s executive compensation (the “Say on Pay Vote”) and make appropriate recommendations to the Board; and ▪Oversee the development, implementation and effectiveness of the Company’s practices, policies and strategies relating to human capital management as they relate to the Company’s workforce generally, including but not limited to policies and strategies regarding recruiting, selection, career development and progression, and diversity, equity and inclusion practices. Additional information on the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed in the “Compensation Discussion and Analysis” below. A copy of the Compensation Committee charter can be viewed at the Company’s website at investor.viavisolutions.com. | ||||||||
| Corporate Governance | ||
| Responsibilities | Current Members | |||||||
The primary responsibility of the Corporate Development Committee is to assist the full Board in fulfilling its oversight responsibilities with respect to: ▪The review of all strategic transactions for which Board or Corporate Development Committee approval is required and to make appropriate recommendations to the Board with respect to any Strategic Transaction for which Board approval is required. | Masood A. Jabbar (Chair) Laura Black Tor Braham Timothy Campos Donald Colvin Meetings: 4 meetings during FY22. Attendance: The average attendance of the Directors at Corporate Development Committee meetings in FY22 was 100%. Independence: The Board has determined that all members of the Corporate Development Committee are “independent” as defined in the applicable rules and regulations of the SEC and Nasdaq. | |||||||
The Corporate Development Committee reviews and approves certain strategic transactions for which approval of the full Board is not required and makes recommendations to the Board regarding those transactions for which the consideration of the full Board is appropriate. A copy of the Corporate Development Committee charter can be viewed at the Company’s website at investor.viavisolutions.com. | ||||||||
| Corporate Governance | ||
| Responsibilities | Current Members | |||||||
The primary responsibility of the Governance Committee is to assist the full Board in fulfilling its oversight responsibilities with respect to: ▪Developing, and annually updating, a long-term plan for Board composition that takes into consideration the current strengths, weaknesses, skills and experience on the Board, anticipated retirement dates and the strategic direction of the Company; ▪Develop recommendations regarding the essential and desired skills and experience for potential Directors, taking into consideration the Board’s short and long-term needs; ▪Recommend to the Board nominees for election as members of the Board (in performing this function, the Board has authorized and appointed the Governance Committee to serve as the Company’s Nominating Committee); ▪Review, monitor and make recommendations regarding the orientation and ongoing performance and development of Directors, and develop, recommend and oversee continuing education programs for Directors as and when deemed appropriate; ▪Recommend appropriate Board, committee and individual Director evaluation programs to the Board and oversee the implementation and administration of such programs once approved by the Board; ▪Monitor and evaluate professional, employment and other changes affecting Directors to ensure compliance with Board guidelines and the Company’s Code of Business Conduct; ▪Review and evaluate the Company’s programs, policies and practices relating to ESG and related disclosures; and ▪Review and monitor key public policy trends, issues, regulatory matters and other concerns that may affect the Company’s business, strategies, operations, performance or reputation. The Governance Committee operates under a written charter setting forth the functions and responsibilities of the committee. A copy of the charter can be viewed at the Company’s website at investor.viavisolutions.com. | Richard E. Belluzzo (Chair) Keith Barnes Laura Black Meetings: 4 meetings during FY22. Attendance: The average attendance of the Directors at Governance Committee meetings in FY22 was 100%. Independence: The Board has determined that all members of the Governance Committee are “independent” as defined in the applicable rules and regulations of the SEC and Nasdaq. | |||||||
| Corporate Governance | ||
| Written Questionnaires | Directors responded to a custom questionnaire, meant to gauge understandings of and effectiveness in board and committee composition and conduct, and individual Director performance, and to identify suggested ways to implement best practices in fiscal year 2023 (“FY23”). | ||||
 | |||||
| Third Party Interviews | Certain Directors participated in individual third-party interviews, which responded to questions for each of their Committee assignments and identified Committee strengths and accomplishments in FY22 together with recommended changes in committee practices for FY23. | ||||
| |||||
| Group Discussions | In addition to written questionnaires and individual Director interviews, the annual Board, committee, and Director evaluation included group discussions among certain Directors regarding the evaluation process. | ||||
| |||||
| Third Party Review & Report of Results | The findings of the annual Board, committee and Director evaluation process were prepared by a third party to protect the anonymity and the integrity of the evaluation process, with the findings presented to the Governance Committee. | ||||
| |||||
| Discussion of Results | The Chair of the Governance Committee presented the results of the annual Board, committee, and Director assessment to the Board, and the Directors discussed the results and identified any appropriate follow-up actions. | ||||
| Corporate Governance | ||
| The Governance Committee regularly evaluated the needs of the Board in terms of areas relevant to the Company’s long-term business and strategic objectives as well as considerations regarding diversity, individual and director qualifications, attributes, skills and experience. | ||
| ||
| Director nominees are identified with input from directors, search firms, stockholders, and/or members of management. | ||
| ||
| The Governance Committee evaluates Director nominee qualifications, reviews for potential conflicts, instances of over boarding, independence, and interviews candidates and recommend nominees to the Board. | ||
| ||
| The Board evaluates Director nominees, discusses impacts on the Board, and selects Director nominees for considerations at our annual meetings. | ||
| ||
| Our stockholders vote on Director nominees at our annual meetings. | ||
| Corporate Governance | ||
| Corporate Governance | ||
| Corporate Governance | ||
| VIAVI contacted 25 stockholders representing 70% of total shares outstanding | |||||||||||||
| shares outstanding | |||||||||||||
| Executive Compensation | ||
| We are making or considering changes to our approach for executive compensation in FY23 and FY24. See our CD&A for more information. | ||
| ESG Disclosures and Sustainability | ||
We expanded our ESG disclosures and practices to meet stockholder expectations, including conducting our first ESG priority assessment, aligning our disclosures with the recommendations of the Task Force on Climate-Related Financial Disclosures, and preparing additional disclosure regarding our reduced CO2 emissions, human capital management strategy, diversity initiatives, and other priority ESG topics. | ||
| Key Corporate Governance Disclosures | ||
| We expanded our disclosures in this FY22 Proxy Statement regarding key corporate governance features, including the Board’s oversight of information security, succession planning, and our Director evaluation process. | ||
| Corporate Governance | ||
| THE BOARD | ||||||||
| Our Board is responsible for oversight of ESG risks and opportunities. | ||||||||
| ||||||||
| GOVERNANCE COMMITTEE | ||||||||
Review and evaluate the Company’s programs, policies, and practices relating to ESG and related disclosures. Review and monitor key public policy trends, issues, regulatory matters, and other concerns that may affect the Company’s business, strategies, operations, performance, or reputation. Nominate Director candidates with diverse backgrounds and capabilities to reflect the diverse nature of the Company’s stakeholders (security holders, employees, customers, and suppliers), while emphasizing core excellence in areas pertinent to our long-term business and strategic objectives. other concerns that may affect the company’s business, strategies, operations, performance or reputation. | ||||||||
| ||||||||
| COMPENSATION COMMITTEE | AUDIT COMMITTEE | |||||||
| Oversee the development, implementation, and effectiveness of the Company’s practices, policies, and strategies relating to human capital management as they relate to the Company’s workforce generally, including but not limited to policies and strategies regarding recruiting, selection, career development and progression, and DEI practices. | Review the Company’s cybersecurity and other information technology risks, controls, and procedures, including review of the threat landscape facing our Company and our Company strategy to mitigate cybersecurity risks and potential breaches. | |||||||
| ||||||||
| ESG EXECUTIVE STEERING COMMITTEE | ||||||||
| In fiscal year 2020, we established a management level ESG Executive Steering Committee, which is responsible for reviewing and approving policies, strategies and initiatives relating to ESG. The members of the ESG Executive Steering Committee represent a variety of teams and functions, including legal, investor relations, human resources, environmental, health and safety, product compliance, supply chain, finance and marketing. | ||||||||
| Corporate Governance | ||
  |  | ||||||
 |  | ||||||
| | ||||||
| | ||||||
| | ||||||
| | ||||||
| | ||||||
| |||||||
| |||||||
| Sustainability Reporting | |||||||
 | Water Conservation | ||||
 | Reducing Resource Consumption | ||||
 | Managing Our Carbon Footprint | ||||
 | ||||
 | ||||
  | Talent Development | ||||
 | | ||||
 | | ||||
| Prioritizing Health and Safety | |||||
| Corporate Governance | ||
 | Strategic Approach to Diversity, Equity and Inclusion | ||||
 | Diversity, Equity and Inclusion Pillars | ||||
 | Early-Career Programs | ||||
 | Supply Chain Diversity | ||||
| Board Diversity | ||||
| Corporate Governance | ||
 | Community Investment | ||||
 | Community Projects in China | ||||
 | Community Outreach in Sonoma County | ||||
 | Ottawa Office Supporting Local Charities | ||||
 | Ukraine Donation | ||||
 | Children’s Book | ||||
▪Vision: A global electronics industry that creates sustainable value for workers, the environment, and business. ▪Mission: Members, suppliers, and stakeholders collaborate to improve working and environmental conditions through leading standards and practices. | ||
 | ||
| Corporate Governance | ||
| Nominee | Age at Proxy Date | Primary Occupation | Director Since | ||||||||
| Richard E. Belluzzo (Board Chair) | 68 | US Venture Partner of Innogest SGR SpA | February 2005 | ||||||||
| Keith Barnes | 71 | Former Chief Executive Officer and Chair of the Board of Verigy Ltd. | October 2011 | ||||||||
| Laura Black | 61 | Managing Director of Needham & Company, LLC | February 2018 | ||||||||
| Tor Braham | 65 | Former Managing Director and Global Head, Technology, M&A for Deutsche Bank Securities | October 2015 | ||||||||
| Timothy Campos | 49 | Former Chief Executive Officer of Woven, Inc. | April 2014 | ||||||||
| Donald Colvin | 69 | Former Interim Chief Financial Officer of Isola Group Ltd. | October 2015 | ||||||||
| Masood A. Jabbar | 72 | Former Chief Executive Officer of XDS Inc. | March 2006 | ||||||||
| Oleg Khaykin | 57 | Chief Executive Officer of Viavi Solutions Inc. | February 2016 | ||||||||
| Joanne Solomon | 56 | Former Chief Financial Officer of Maxeon Solar Technologies | February 2022 | ||||||||
| Corporate Governance | ||
| Responsibilities | Current Members | |||||||
The primary responsibility of the Governance Committee is ▪Developing, and annually updating, a long-term plan for ▪Develop recommendations regarding the essential and desired skills and experience for potential Directors, taking into consideration the Board’s short and long-term needs; ▪Recommend to the Board nominees for election as members of the Board (in performing this function, the Board has authorized and appointed the Governance Committee to serve as the Company’s Nominating Committee); ▪Review, monitor and make recommendations regarding the orientation and ongoing performance and development of Directors, and develop, recommend and oversee continuing education programs for Directors as and when deemed appropriate; ▪Recommend appropriate Board, committee and individual Director evaluation programs to the Board and oversee the implementation and administration of such programs once approved by the Board; ▪Monitor and evaluate professional, employment and other changes affecting Directors to ensure compliance with Board guidelines and the Company’s ▪Review and evaluate the Company’s programs, policies and practices relating to ESG and related disclosures; and ▪Review and monitor key public policy trends, issues, regulatory matters and other concerns that may affect the Company’s business, strategies, operations, performance or reputation. The Governance Committee | Richard E. Belluzzo (Chair) Keith Barnes Laura Black Meetings: 4 meetings during FY22. Attendance: The average attendance of the Directors at Governance was 100%. Independence: The Board has determined that all members of the Governance Committee are “independent” as defined in the applicable rules and regulations of the SEC and Nasdaq. | |||||||
| Corporate Governance | ||
| Written Questionnaires | Directors responded to | ||||
| |||||
| Third Party Interviews | Certain Directors participated in individual third-party interviews, which responded to questions for each of their Committee assignments and identified Committee strengths and accomplishments in FY22 together with recommended changes in committee practices for FY23. | ||||
| |||||
| Group Discussions | In addition to written questionnaires and individual Director interviews, the annual Board, committee, and Director evaluation included group discussions among certain Directors regarding the evaluation process. | ||||
| |||||
| Third Party Review & Report of Results | The findings of the annual Board, committee and Director evaluation process were prepared by a third party to protect the anonymity and the integrity of the evaluation process, with the findings presented to the Governance Committee. | ||||
| |||||
| Discussion of Results | The Chair of the Governance Committee presented the results of the annual Board, committee, and Director assessment to the Board, and the Directors discussed the results and identified any appropriate follow-up actions. | ||||
| Corporate Governance | ||
| The Governance Committee regularly evaluated the needs of the Board in terms of areas relevant to the Company’s long-term business and strategic objectives as well as considerations regarding diversity, individual and director qualifications, attributes, skills and experience. | ||
| ||
| Director nominees are identified with input from directors, search firms, stockholders, and/or members of management. | ||
| ||
| The Governance Committee evaluates Director nominee qualifications, reviews for potential conflicts, instances of over boarding, independence, and interviews candidates and recommend nominees to the Board. | ||
| ||
| The Board evaluates Director nominees, discusses impacts on the Board, and selects Director nominees for considerations at our annual meetings. | ||
| ||
| Our stockholders vote on Director nominees at our annual meetings. | ||
| Corporate Governance | ||
| Corporate Governance | ||
| Corporate Governance | ||
| VIAVI contacted 25 stockholders representing 70% of total shares outstanding | VIAVI met with 13 stockholders representing approximately 51% of shares outstanding | |||||||
| Executive Compensation | ||
| We are making or considering changes to our approach for executive compensation in FY23 and FY24. See our CD&A for more information. | ||
| ESG Disclosures and Sustainability | ||
We expanded our ESG disclosures and practices to meet stockholder expectations, including conducting our first ESG priority assessment, aligning our disclosures with the recommendations of the Task Force on Climate-Related Financial Disclosures, and preparing additional disclosure regarding our reduced CO2 emissions, human capital management strategy, diversity initiatives, and other priority ESG topics. | ||
| Key Corporate Governance Disclosures | ||
| We expanded our disclosures in this FY22 Proxy Statement regarding key corporate governance features, including the Board’s oversight of information security, succession planning, and our Director evaluation process. | ||
| Corporate Governance | ||
| THE BOARD | ||||||||
| Our Board is responsible for oversight of ESG risks and opportunities. | ||||||||
| ||||||||
| GOVERNANCE COMMITTEE | ||||||||
Review and evaluate the Company’s programs, policies, and practices relating to ESG and related disclosures. Review and monitor key public policy trends, issues, regulatory matters, and other concerns that may affect the Company’s business, strategies, operations, performance, or reputation. Nominate Director candidates with diverse backgrounds and capabilities to reflect the diverse nature of the Company’s stakeholders (security holders, employees, customers, and suppliers), while emphasizing core excellence in areas | ||||||||
| ||||||||
| COMPENSATION COMMITTEE | AUDIT COMMITTEE | |||||||
| Oversee the development, implementation, and effectiveness of the Company’s | Review the | |||||||
| ||||||||
| ESG EXECUTIVE STEERING COMMITTEE | ||||||||
| In fiscal year 2020, we established a management level ESG Executive Steering Committee, which is responsible for reviewing and approving policies, strategies and initiatives relating to ESG. The | ||||||||
| Corporate Governance | ||
| Sustainability Reporting | ||||
| Water Conservation | ||||
| Reducing Resource Consumption | ||||
| Managing Our Carbon Footprint | ||||
CO2 Emissions Intensity (Headcount) | ||
| ||
CO2 Emissions Intensity (Revenue) | ||
| ||
| Corporate Governance | ||
| Talent Development | ||||
| Talent Rewards | ||||
| Prioritizing Health and Safety | ||||
| Corporate Governance | ||
| Strategic Approach to | ||||
| Diversity, Equity and Inclusion Pillars | ||||
| Early-Career Programs | ||||
| Supply Chain Diversity | ||||
| Board Diversity | ||||
| Corporate Governance | ||
| Community Investment | ||||
| Community Projects in China | ||||
| Community Outreach in Sonoma County | ||||
| Ottawa Office Supporting Local Charities | ||||
| Ukraine Donation | ||||
| Children’s Book | ||||
▪Vision: A ▪Mission: Members, suppliers, and stakeholders collaborate to improve working and environmental conditions through leading standards and practices. | ||
| ||
| Corporate Governance | ||
| Proposal 1 | Election of | ||||
| Nominee | Age at Proxy Date | Primary Occupation | Director Since | ||||||||
| Richard E. Belluzzo | 68 | US Venture Partner of Innogest SGR SpA | February | ||||||||
| Keith Barnes | 71 | Former Chief Executive Officer Ltd. | October 2011 | ||||||||
| Laura Black | 61 | Managing Director of Needham & Company, LLC | February 2018 | ||||||||
| Tor Braham | 65 | Former Managing Director and Global Head, Technology, | October 2015 | ||||||||
| Timothy Campos | 49 | Former Chief Executive Officer of Woven, Inc. | April 2014 | ||||||||
| Donald Colvin | 69 | Former Interim Chief | October 2015 | ||||||||
| Masood A. Jabbar | 72 | Former Chief Executive Officer of | March 2006 | ||||||||
| Oleg Khaykin | 57 | Chief | February 2016 | ||||||||
| Joanne Solomon | 56 | Former Chief Financial Officer of | February 2022 | ||||||||
| Independent Directors | |||||||||
| |||||||||
| Independent | | ||||||||
| Independent | | ||||||||
| Independent | | ||||||||
| Governance Committee Chair | Independent | | |||||||
| Corporate Governance | ||
| 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 | |||||||
| Hispanic or Latinx | 1 | |||||||
| White | 5 | 2 | ||||||
| Corporate Governance | ||
| THE BOARD | ||||||||
| Our Board is ultimately responsible for oversight of risks | ||||||||
| AUDIT COMMITTEE | ||||||||
| The Audit Committee 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. | ||||||||
| 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 | |||||||
| Corporate Governance | ||
| Corporate Governance | ||
Our Information Security Oversight Structure | ||||||||||||||||||||
| Information Security Team | | Cybersecurity Steering Committee | | Audit Committee | | The Board | ||||||||||||||
| Corporate Governance | ||
| DIRECTORS | Audit Committee | Compensation Committee | Corporate Development Committee | Governance Committee | ||||||||||||||||||||||||||||
| Richard E. Belluzzo | | | | |||||||||||||||||||||||||||||
| Keith Barnes | | | | | ||||||||||||||||||||||||||||
| Laura Black | | | ||||||||||||||||||||||||||||||
| Tor Braham | | |||||||||||||||||||||||||||||||
| Timothy Campos | | | ||||||||||||||||||||||||||||||
| Donald Colvin | | | | |||||||||||||||||||||||||||||
| Masood A. Jabbar | | | | |||||||||||||||||||||||||||||
| Oleg Khaykin | ||||||||||||||||||||||||||||||||
| Joanne Solomon | | | ||||||||||||||||||||||||||||||
| Chair of the Board | | Committee Member | |||||||||||||||||
| Committee Chairperson | | Financial Expert | |||||||||||||||||
FY22 Average Board Meeting Attendance | ||
| 98% | ||
| Corporate Governance | ||
| Responsibilities | Current Members | |||||||
The primary responsibility of the Audit Committee is to assist the full Board in fulfilling its oversight responsibilities with respect to: •The integrity of the Company’s financial statements and other financial information provided by the Company to its stockholders, the public and others; | Donald Colvin (Chair) Keith Barnes Masood A. Jabbar Joanne Solomon Meetings: 8 meetings during FY22. Attendance: The average attendance of the Directors at Audit Committee meetings in FY22 was 100%. Independence: The Board has determined that all members of the Audit Committee are “independent” as defined in the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and Nasdaq. Financial Experts: The Board has determined that Keith Barnes, Donald Colvin, Masood A. Jabbar and Joanne Solomon are “audit committee financial expert(s)” as defined by Item 407(d) of Regulation S-K of the Exchange Act. | |||||||
▪The Company’s systems of disclosure controls and internal controls regarding finance, accounting, legal compliance and ethical behavior; ▪The Company’s auditing, accounting and financial reporting processes generally; ▪The appointment, qualifications and performance of the Company’s internal audit function and independent auditors; ▪Pre-approval of services (both audit and non-audit) to be provided by the independent auditors; and ▪Review related party transactions. ▪Whether the Company’s independent auditors’ provision of non-audit services is compatible with maintaining the independence of the independent auditors. ▪The Company’s cybersecurity and information security risk management. A copy of the Audit Committee Joanne Solomon was appointed to the Audit Committee effective February 18, 2022. | ||||||||
The primary responsibility of the Compensation Committee is to assist the full Board in fulfilling its oversight ▪The Company’s overall compensation policies, structure and | Keith Barnes (Chair) Richard E. Belluzzo Timothy Campos Meetings: 5 meetings during FY22. Attendance: The average attendance of the Directors at Audit Committee meetings in FY22 was 100%. Independence: The Board has determined that all members of the Compensation Committee are “independent” as defined in the applicable rules and regulations of the SEC and Nasdaq. | |||||||||
▪The annual review and approval of the compensation policies applicable to ▪The annual review and recommendation to the Board | ||||||||||
▪Review matters related to succession planning and executive development for executive officers; ▪Oversee the implementation and administration of the Company’s equity incentive, stock option and stock purchase plans; ▪Review the results of the stockholder advisory vote | ||||||||||
▪Oversee the development, implementation and effectiveness of the Company’s practices, policies and strategies relating to human capital management as they relate to the Company’s workforce generally, including but not limited to policies and strategies regarding recruiting, selection, career development and progression, and diversity, equity and inclusion practices. Additional information on the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed in the “Compensation Discussion and Analysis” below. A copy of the Compensation Committee charter can be viewed at the Company’s website at investor.viavisolutions.com. | ||||||||||
| Corporate Governance | ||
| Responsibilities | Current Members | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The primary responsibility of the Corporate Development Committee is to assist the full Board in fulfilling its oversight responsibilities with respect to: ▪The review of all strategic transactions for which Board or Corporate Development Committee approval is required and to make appropriate recommendations to the Board with respect to any Strategic Transaction for which Board approval is required. | Masood A. Jabbar (Chair) Laura Black Tor Braham Timothy Campos Director Independence In accordance with current Nasdaq listing standards, the Board, on an annual basis, affirmatively determines the independence of each
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 9
Board The (1)For the Board Diversity Matrix
10 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement Role of the Committees in Risk Oversight 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. 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.
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 11
Board Oversight of Risk 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. Consequently, we seek to include risk management principles in all of our management processes and in the responsibilities of our employees at every level. 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. Role of Management Management is responsible for the day-to-day supervision of risk, while the Board, as a whole and through its committees, has the ultimate responsibility for the oversight of risk management. In management in December 2021, and presented to the full Managing COVID-19 Risks The Compensation Program Risk Assessment Consistent with SEC disclosure requirements, in 12 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Information Security Oversight Information security is the responsibility of our Information Security team, overseen by our Chief Information Security Officer. We leverage a combination of the National Institute of Standards and Technology (NIST) Cybersecurity Framework, International Organization for Standardization and Center for internet Security best practice standards to measure security posture, deliver risk management and provide effective security controls. Our information security practices include development, implementation, and improvement of policies and procedures to safeguard information and ensure availability of critical data and systems. Our Information Security team conducts annual information security awareness training for employees involved in our systems and processes that handle customer data and audits of our systems and enhanced training for specialized personnel. Our program further includes review and assessment by external, independent third-parties, who assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement. 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 two independent Directors, Timothy Campos (who serves as Chair of the Cybersecurity Steering Committee) and Laura Black as well as our Chief Information Officer, our Chief Information Security Officer and other members of our management representing a variety of teams and functions including legal, finance, and internal audit. Each of the members of our Cybersecurity Steering Committee has 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 ensure our compliance with reasonable and appropriate organizational, physical, administrative and technical measures designed to protect the integrity, 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 twice per fiscal quarter and generally delivers reports and updates to the Audit Committee at each scheduled Audit Committee meeting. The Audit Committee or, at the Audit Committee’s instruction, the Cybersecurity Steering Committee regularly briefs the full Board
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 13
The Board of Directors and Its Committees The Board has four standing committees: least annually, and are available on our website at investor.viavisolutions.com/governance/committee-charters. The
Board Meetings and Director Attendance During FY22, the Board held 9 meetings. Each The Company encourages, but does not require, its Board members to attend the 2022 Annual Meeting. All then-current
14 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Audit Committee
VIAVI Solutions Inc. | FY 2022 Notice of
Compensation Committee
Additional information on the Compensation Committee’s processes and procedures for consideration of executive compensation are addressed in the “Compensation Discussion and Analysis” below. 16 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Corporate Development Committee
VIAVI Solutions Inc. | FY 2022 Notice of
Governance Committee
18 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement Director Evaluations Our Board maintains a regular and robust evaluation process designed to continually assess its effectiveness, and the Board believes that the effectiveness of its Directors and committees is critical to the Company’s success and to the protection of long-term stockholder value. Every year, the Board conducts a formal evaluation of each committee, individual Directors, and the Board as a whole. Our process is designed to gauge understandings of and effectiveness in board composition and conduct; meeting structure and materials; committee composition; strategic planning and oversight; succession planning; culture and diversity; and other relevant topics, such as crisis management and ESG-related perspectives and skills. The process involves the Governance Committee, working with the Board Chair, designing this year’s evaluation process, which includes three components: (1) written questionnaires, (2) individual third-party interviews with certain Directors, and (3) group discussions. When designing the evaluation process and questions, the Board considers the current dynamics of the boardroom, the Company, and our industries, the format of previous annual evaluations, and issues that are at the forefront of our investors’ minds.
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 19
Director Selection and Nomination Process In reviewing potential candidates for the Board, the Governance Committee considers the individual’s experience in the Company’s industry, the general business or other experience of the candidate, the needs of the Company for an additional or replacement The Governance Committee intends to continue to evaluate candidates for election to the Board on the basis of the foregoing criteria. It is the Governance Committee’s goal to nominate candidates with diverse backgrounds and capabilities, to reflect the diverse nature of the Company’s stakeholders (security holders, employees, customers and suppliers), while emphasizing core excellence in areas relevant to the Company’s long-term business and strategic objectives. A detailed description of the criteria used by the Governance Committee in evaluating potential candidates may be found in the charter of the Governance Committee.
20 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Stockholder Recommendations for Board Candidates The Governance Committee For information about how stockholders can nominate candidates for Director positions, please see “General Information About the Annual Meeting” below. Board Refreshment Thoughtful consideration is continuously given to Two out of Nine Directors Communication between Stockholders and Directors Stockholders may communicate with the Company’s Board through the Secretary by sending an email to bod@viavisolutions.com, or by writing to the following address: Chair of the Board, c/o Company Secretary, Viavi Solutions Inc., junk mail, mass mailings, product complaints or inquiries, job inquiries, surveys, business solicitations or advertisements, or patently offensive or otherwise inappropriate material. The Company’s Secretary may forward certain correspondence, such as product-related inquiries, elsewhere within the Company for review and possible response. Code of Ethics The Company has adopted a Code of Ethics (known as the Code of Business Conduct) for its Directors, officers and other employees. The Company will post on its website any amendments to, or waivers from, any provision of its Code of Business Conduct. A copy of the Code of Business Conduct is available on the Company’s website at https://www.viavisolutions.com/en-us/literature/code-business-conduct-en.pdf. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 21
Management Succession Planning Our Board culture, and having a growth mindset and breadth of perspective. The Compensation Committee is responsible for Further, our CEO has Executive Leadership Development and Succession plan goals that are tied to his compensation as discussed in 22 | VIAVI Solutions Inc. | FY 2022 Notice of
Stockholder Engagement and Outreach We recognize the importance of regular and transparent communication with our As part of our stockholder engagement efforts over the last year, we contacted 25 stockholders representing 70% of total shares outstanding, and held meetings and conference calls with
Our Stockholder Engagement Program Stockholder engagement is essential to our ongoing review of our corporate governance, ESG, and executive compensation programs and practices. Executive management, Investor Relations and the Corporate Secretary engage with stockholders from time to time to understand their perspectives on a variety of corporate governance matters, including executive compensation, corporate governance policies and corporate sustainability practices. In addition to one-on-one engagements, we communicate with stockholders through a number of routine forums, including: ▪Quarterly earnings presentations; ▪SEC filings; ▪The Annual Report and Proxy Statement; ▪The annual stockholders meeting; and ▪Investor meetings, conferences and web communications. We relay stockholder feedback and trends on corporate governance, ESG and executive compensation developments to our Board and its standing Committees and work with them to enhance our practices and improve our disclosures. Stockholder Engagement Outcomes in As part of our stockholder engagement efforts over the last year, we As a result of our engagement efforts, we have done the following:
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 23
Environmental, Social, and At VIAVI, we are focused on helping our customers succeed, creating a more inclusive workforce, and making our business more sustainable. In calendar 2022, we deepened our approach to ESG by conducting our inaugural our strategy, and plan to increase the scope of our priority assessment as well as the level of involvement by our internal and external stakeholders in subsequent iterations. For more information regarding our ESG initiatives, progress to date and related matters, please visit the "Environment, Social, and Governance" section of our corporate website, which can be found at viavisolutions.com/en-us/corporate/about-us/ environment-social-and-governance. Board, Committee and Management Oversight of ESG Given the importance of ESG matters to the long-term success of our business, our Board and its committees play important roles in overseeing critical ESG matters.
24 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Environmental Sustainability VIAVI promotes environmentally friendly practices and strives to conduct business in an environmentally sustainable manner, which we believe is important to our customers and contributes to our reputation and brand. While our facilities and operations have a relatively modest environmental footprint, we engage in and seek to improve our preservation, conservation, recycling, and waste reduction practices. VIAVI focuses on environmental sustainability in a number of ways, including by managing our carbon footprint, by reducing resource consumption, and by working to use reclaimed water
We file annual reports with the CDP (formerly the Carbon Disclosure Project) and report key environmental metrics using the SASB Hardware, Telecommunication Services, and Electrical & Electronic Equipment standards, which we believe are most relevant to our operations. Additionally, our inaugural 2022 ESG Report includes disclosure aligned with the recommendations of the TCFD, including relevant disclosure of our climate-related governance, strategy, risk management, and relevant metrics and targets.
We are working with Santa Rosa, California, to redirect our reclaimed water to the agricultural community to offset their use of drinking water. Furthermore, when we opened our new facilities in Chandler, Arizona, we chose to use reclaimed water for an evaporative cooling system. This not only uses less power than other kinds of air conditioning, but made us the first company in Chandler, AZ to use reclaimed water in this way.
In calendar year 2022, we launched a packaging initiative to explore ways of reusing as much of the packaging material as we can and recycling anything that cannot be reused. Reusable packaging is always our preference, so it is important to examine processes and materials throughout the supply chain, make improvements, and strive to operate in an efficient and sustainable manner. Although VIAVI is already compliant with global packaging regulations, we believe there is still more that we can do to minimize our impact on the environment.
In calendar year 2015, we set a corporate goal to reduce our overall carbon footprint by 20% by calendar year 2025. We surpassed that goal in calendar year 2021 when our CO2 emissions were reduced by 42%, compared to our 2015 CO2 emissions. This includes a year-over-year decrease in Scope 2 CO2 emissions, which can be largely attributed to upgrading our lighting at a large manufacturing site to use less energy, and having more accurate data regarding CO2 emissions related to the electricity we purchase. CO2 emissions intensity decreased between calendar year 2017 and calendar year 2021 on both a headcount Full Time Equivalent (FTE) and a revenue basis.
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 25
Human Capital Management The VIAVI culture is made up of the diverse contributions of our 3,600 employees worldwide (as of July 2, 2022) representing more than 30 self-identified nationalities working across 30 countries. VIAVI is committed to promoting and maintaining a diverse and inclusive work environment and offering equal opportunities to everyone. We seek to empower our employees to learn and develop their skills to accelerate their career and to attract best-in-class talent. The CEO and the SVP Human Resources are responsible for the development of our People Strategy and execute on this with the support of the Executive Management Team. We regularly update and partner with the Compensation Committee of the Board of Directors on human capital matters.
Our talent development programs promote the VIAVI Business Values through a passion for learning and performance. We are developing relevant and useful learning resources for our employees, managers, and leaders that invite a growth mindset and create an appetite for lifelong learning. We continue to deliver our global Leadership Development Program, with over 70% of our managers joining the Manager Development and Strategic Leadership Series in FY22. We intend for this to create alignment across the organization on the expectations of leaders, and how we can continue to develop leadership capabilities. In FY22, VIAVI also
Our compensation and benefit programs are designed to recognize our employees' individual performance and contributions to our business results, including competitive base salaries and variable pay for all employees, share-based equity award grants, health and welfare benefits, time-off, development programs and training, and opportunities to give back to our communities. We provide talent rewards that are competitive in the marketplace. We support equal pay for equal work, pay transparency as well as all federal anti-discrimination laws applicable to employment, including those within Title VII of the Civil Rights Act.
VIAVI is committed to maintaining an inclusive, supportive, safe, and healthy work environment where our employees can thrive. We demand strict compliance with all applicable health and safety regulations, offer robust training to our employees on health and safety matters, maintain controls and proper disposal of hazardous materials, and track workplace incidents and injuries. We maintain and regularly update emergency and disaster recovery plans. The success of our Safety program is demonstrated by our best-in-class Total Recordable Injury Rate (TRIR) of only 0.23 injuries per 100 full-time workers per year. 26 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Diversity, Equity and Inclusion As an international company, the diversity of our workforce is important to VIAVI. We are committed to promoting and maintaining an inclusive work environment that is free of unlawful discrimination and retaliation and harassment in any form and offering equal opportunities to everyone.
Our Diversity, Equity and Inclusion Statement maps out our guiding principles in this mission-critical area. We are widening our understanding of diversity to embrace not only identity, but also the practices and behaviors that create the right environment for people to succeed.
We have established three critical DEI pillars, which are the areas in which we focus our DEI efforts: culture, talent and leadership. Within those pillars, we established key actions and steps to drive DEI improvements. In addition to our internal efforts to improve DEI, VIAVI is exploring ways in which we can support DEI in our industry and communities. To that end, we have signed on to the US IP Alliance’s Diversity Pledge, along with several other technology companies. This initiative seeks to address and improve DEI in the U.S. patent and technology system. Specifically, the pledge involves efforts to improve opportunities for women, underrepresented minorities and veterans in the U.S. patent system.
VIAVI has developed programs that assist with sourcing diverse candidates and lowering barriers to entry within the industry and that offer recent engineering graduates a diverse mixture of experiences to grow personally and professionally by providing emerging talent as well as our established workforce with opportunities to embrace other cultures and gain more of a global view and appreciation for diverse viewpoints. We feel this exposure will support their future success and help them to become ambassadors of a collaborative, global R&D community for future hires.
VIAVI believes a diverse supply chain supports greater innovation and value for our business while helping to build long-term profitable partnerships. Our vision is to grow a diverse and inclusive global supply chain, which includes annual spending with diverse-owned suppliers as well as working with others to expand and enable inclusive sourcing practices across the industry. The VIAVI Global Indirect Sourcing and Procurement team (“GSP”) works with internal business partners to identify diversity spend goals. GSP submits VIAVI diversity spend reports to customers based on customer requirements. In FY22, on average, 28% of our U.S. suppliers were certified as diverse, verified by a third party on a quarterly basis. VIAVI tracks 17 different categories, which are determined based on diversity factors.
It is the Governance Committee’s goal to nominate candidates with diverse backgrounds and capabilities, to reflect the diverse nature of the Company’s stakeholders (security holders, employees, customers and suppliers), while emphasizing core excellence in areas relevant to the Company’s long-term business and strategic objectives. We appointed two highly respected women industry experts to our Board in the past three calendar years. 44% percent of our Board are women or diverse. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 27
Corporate and Global Citizenship We are a global corporation with strong ties to the local communities in which we operate. We encourage our employees to actively participate in volunteering efforts and support educational organizations, and many of our employees contribute their time, money, and energy to make an impact in the communities where they live and work.
Employees across 48 global sites regularly participate in sports challenges, advocate for others, create awareness, and raise money to positively influence and impact their communities. Despite the effects of COVID-19 on our communities, including an inability to be co-located in some instances, our employees continued to rise to the challenge.
Throughout China, VIAVI employees stay involved in various environmental initiatives. In Beijing, employees practice alternative commutes by biking, taking a bus, or walking to work to reduce traffic congestion and air pollution. Employees in Shenzhen volunteer their time in coastal cleanup events. In Suzhou, employees host a charity bazaar with items donated by employees and handicrafts made by Suzhou Disabled Persons’ Federation. Revenue raised is donated to the children in the Suzhou Social Welfare Institute.
The VIAVI Community Affairs Team in Santa Rosa, California, is inspiring tomorrow’s workforce by supporting educational activities across Sonoma County. VIAVI is celebrating its 14th year of involvement with the Mike Hauser Academy (MHA) program. The Academy welcomes students finishing the 8th grade to spend three weeks in the summer to gain a direct learning experience interacting with science, technology, engineering, and mathematics (STEM) companies. Students visit the VIAVI facility to learn alongside engineers and participate in hands-on math and science applications to apply classroom lessons to STEM professions. VIAVI of Santa Rosa also supports the Career Tech Education (CET) foundation, local high schools, and elementary schools, as well as Sonoma State University with scholarships to foster innovation from early education to a career in a STEM-related field.
The team members in Ottawa, Canada, are experienced fundraisers, taking part in a fundraising event called Movember every year for the past 20 years. In Spring 2022, they embraced a new challenge, the May 50K, in aid of Multiple Sclerosis. The virtual event, aimed at getting people moving, propelled the team to walk, run and cycle through the 50-kilometer finish line and raised more than CAD $2,600 for the charity, taking the number 3 workplace spot on the fundraising leader board.
We are looking to do our part in helping to relieve the human suffering in the Ukraine by making a corporate donation to nonprofit organizations providing emergency response on the ground. After carefully researching various organizations, we have identified UNICEF and German Red Cross as the relief entities best positioned to deliver help immediately.
VIAVI employees wrote a contemporary story about the impact of fiber on communities that was made into a children’s book. The story is about the efforts of a hard-working fiber technician operating in various weather conditions to connect people to the fiber optic broadband network. Technicians across Europe use the book in conjunction with a VIAVI-branded plush toy to make a positive connection with children while working in their communities. The book is available at no cost, and donations are accepted to help raise funds for local charities. The book translated in German supports the Mental Health Foundation and the book translated in French supports children in hospitals. Responsible Business Conduct VIAVI is committed to responsible business conduct, and one of the ways we demonstrate this is by being an Affiliate member of the Responsible Business
28 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
VIAVI has committed to progressively align our own operations with the provisions of the RBA Code of Conduct and to support and encourage our own first-tier suppliers to do the same. Wherever possible, VIAVI will seek to adopt the RBA approach and tools in practical ways in the spirit of the industry’s common goals. VIAVI has established a Global Environmental Policy and a Global Human and Labor Rights Policy, which were approved by our Board of Directors and which underscore VIAVI’s long-term commitment to respecting and protecting universal human rights, engaging in fair labor practices and advancing environmental sustainability. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 29
We are asking our stockholder to vote “FOR” nine nominees for election as Directors, each to serve on our Board for a one-year term until the 2023 Annual Meeting of Stockholders and until his or her successor is elected and qualified, or, if earlier, the Director’s resignation, removal, or death. Eight of the Nominees were previously elected by stockholders at the 2021 Annual Meeting of Stockholders. The Board believes that each of the Nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board. Our Director Nominees
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION TO THE BOARD OF EACH OF THE NOMINEES NAMED ABOVE. Considerations in Director Selection The Company’s Governance Committee is responsible for reviewing, evaluating and nominating individuals for election to the It is the Governance Committee’s goal to nominate candidates with diverse backgrounds and capabilities, to reflect the diverse nature of the Company’s stakeholders (security holders, employees, customers and suppliers), while emphasizing core excellence in areas relevant to the Company’s long-term business and strategic objectives. The Board believes that it is necessary for each of the Company’s Directors to possess many qualities and skills. When searching for new candidates, the Governance Committee seeks individuals of the highest ethical and professional character who will exercise sound business judgment. The Governance Committee also seeks people who are accomplished in their respective field and have superior credentials. In addition, in selecting nominees, the Governance Committee seeks individuals who can work effectively together to further the interests of the Company, while preserving their ability to differ with each other on particular issues. A candidate’s specific background and qualifications are also reviewed in light of the particular needs of the Board at the time of an opening. 30 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Qualification, Attributes, Skills and Experience The table below summarizes the key qualifications, skills, and attributes most relevant to the decision to nominate candidates to serve on the Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. The absence of a mark does not mean the Director does not possess that qualification or skill.
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 31
The qualification, attributes, skills, and experience of our nominees and Directors were assessed using the following definitions:
32 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Director Nominee Biographies Certain individual qualifications and skills of our Directors that contribute to the Board’s effectiveness as a whole are described below. Biographical information is as of the date of this Proxy Statement. Richard E. Belluzzo Age 68 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. 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. Keith Barnes Age 71 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. Mr. Barnes is a member of the Board of Directors, Chair of the Compensation Committee and member of the Governance and Nominating committees of Rogers Corporation. Within the past five years, Mr. Barnes also served on the Board of Director of Mentor Graphics. Qualifications: 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. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 33
Director Nominee Biographies Laura Black Age 61 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 Chair on the Audit Committee of 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. Tor Braham Age 65 Director Since: October 2015 Experience: Mr. Braham served as Managing Director and Global Head, Technology, Mergers and Acquisitions for Deutsche Bank Securities, from 2004 until 2012. From 2000 to 2004, he served as Managing Director and Co-head, West Coast U.S. Technology, Mergers and Acquisitions for Credit Suisse First Boston. Prior to that, Mr. Braham was an investment banker with UBS Securities and a lawyer at a prominent Silicon Valley law firm. Mr. Braham currently serves as a member of the Board of Directors and member of the Audit Committee of Altaba, Inc., formerly Yahoo! Inc. Mr. Braham also serves as a member of the Board of Directors, and a member of the Audit Committee and Compensation Committee of A10 Networks, a networking and security company. Qualifications: Mr. Braham’s substantial mergers and acquisitions experience assist the Board in evaluating the Company’s strategic opportunities and bring important perspective and expertise to the Board and its Corporate Development Committee. 34 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Director Nominee Biographies Timothy Campos Age 49 Director Since: April 2014 Experience: Mr. Campos served as the Chief Executive Officer of Woven, Inc. since December 2016. Mr. Campos served as the Chief Information Officer and Vice President of Information Technology of Facebook, Inc. from August 2010 to November 2016. Prior to Facebook, he served as the Chief Information Officer and Vice President of Information Technology at KLA- Tencor from 2005 to 2009. Prior to KLA-Tencor, Mr. Campos worked at internet startup Portera Systems where he was responsible for engineering and hosting architecture. Mr. Campos is currently a member of the Board of Directors of Rackspace and UKG. Qualifications: Mr. Campos’ extensive industry experience in enterprise networks, application hosting and managing big data provides valuable insight into those markets and brings important perspective and expertise to the Board and its Compensation and Corporate Development Committee. Donald Colvin Age 69 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 recently joined the Board of Directors of Maxeon Solar Technologies and is the board chairman, member of the Audit Committee and Chair of the Compensation Committee and member of the Nominating and Governance Committee. Mr. Colvin currently 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. 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 and provide valuable perspective and expertise as a Director and Chair of the Audit Committee and member of the Corporate Development Committee. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 35
Director Nominee Biographies Masood A. Jabbar Age 72 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. Qualifications: 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. Oleg Khaykin Age 57 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 and Finance committees. Within the past five years, Mr. Khaykin also served as Chair of the Executive Compensation Committee and a member of the Nominating and Governance Committee at 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. 36 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Director Nominee Biographies Joanne Solomon Age: 56 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 Jan 2020, she served as Chief Financial Officer at Katerra Inc. 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. Qualifications: 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. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 37
Director Compensation Director Compensation Highlights ▪Emphasis on equity in the overall compensation mix. ▪Equity grants under a fixed-value annual grant policy with one-year vesting. ▪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 ▪No per-meeting fees ▪Deferral provisions to facilitate stock ownership. ▪An annual limit on total Purpose Our Process for Determining Non-Employee Director Compensation Decisions regarding our non-employee Changes to Non-Employee Director Compensation for FY22 In August Audit Committee Chair retainer from $20,000 to $24,000. In addition, Compensia recommended providing for an annual Cybersecurity Steering Committee Chair retainer of $15,000 and an annual Cybersecurity Steering Committee member retainer of $7,500 for non-employee Directors serving in such roles to appropriately compensate non-employee Directors for their services (employees serving on this committee would receive no compensation for their services). In making Based on Compensia’s recommendations and after considering the increased expectations and level of involvement associated with serving on the Board and the Committee roles for which increases or retainers were recommended, the Compensation Committee recommended, and the Board approved the foregoing to changes 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, 38 | VIAVI Solutions Inc. | FY 2022 Notice of
FY22 Director Compensation Program Our FY22 non-employee Director compensation is described in its entirety in the table below:
Non-employee Directors are also reimbursed for travel and other out-of-pocket expenses in connection with their attendance at Board and committee meetings. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 39
2022 Director Compensation Table This table below describes the compensation earned by each non-employee Director who served in FY22. Mr. Khaykin received no compensation as a Director.
(1)Oleg Khaykin, our President and Chief Executive Officer, is not included in this table as he is an employee of the Company and as such received no compensation for his services as a Director. His compensation is disclosed in the Summary Compensation Table. (2)The amounts shown in this column represent the grant date fair values of RSUs issued pursuant to the Company’s Amended and Restated 2003 Equity Incentive Plan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), excluding the effect of estimated forfeitures. There can be no assurance that these grant date fair values will ever be realized by the non-employee Directors. The assumptions used to calculate these amounts are set forth under Note 16 of the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the FY22 filed with the SEC on August 19, 2022. For information regarding the number of unvested RSUs held by each non-employee Director as of the end of FY22, please see the table below.
The Audit Committee’s decision to re-appoint our independent auditor was based on the following considerations: ▪Quality and performance of the lead audit partner and the overall engagement team; ▪Knowledge of the Company’s industries and operations; ▪Global capabilities and technical expertise: ▪Auditor independence and objectivity; and ▪The potential impact of rotating to another independent audit firm. The Audit Committee’s oversight of PricewaterhouseCoopers LLP includes regular private sessions with PricewaterhouseCoopers LLP, discussions about audit scope and business imperatives, and—as described above—a comprehensive annual evaluation to determine whether to re-engage PricewaterhouseCoopers LLP. Considerations concerning auditor independence include: ▪Limits on non-audit services: The Audit Committee preapproves audit and permissible non-audit services provided by PricewaterhouseCoopers LLP in accordance with VIAVI’s pre-approval policy. ▪Audit partner rotation: PricewaterhouseCoopers LLP rotates the lead audit partner and other partners on the engagement consistent with independence requirements. The Audit Committee oversees the selection of each new lead audit partner. ▪PricewaterhouseCoopers LLP’s internal independence process: PricewaterhouseCoopers LLP conducts periodic internal reviews of its audit and other work and assesses the adequacy of partners and other personnel working on the Company’s account. ▪Strong regulatory framework: PricewaterhouseCoopers LLP, as an independent registered public accounting firm, is subject to PCAOB inspections, “Big 4” peer reviews and PCAOB and SEC oversight. Based on these considerations, the Audit Committee believes that the selection of PricewaterhouseCoopers LLP is in the best interest of the Company and its stockholders. Therefore, the Audit Committee recommends that stockholders ratify the appointment of PricewaterhouseCoopers LLP. If stockholders do not ratify the appointment, the Committee will reconsider its decision. Representatives of PricewaterhouseCoopers LLP are expected to be present at the 2022 Annual Meeting. They will have Audit and Non-Audit Fees The following table presents fees billed for professional audit services rendered by PricewaterhouseCoopers LLP for the audit of the Company’s annual financial statements for the years ended July 2, 2022 and July 3, 2021, respectively, and fees billed for other services rendered by PricewaterhouseCoopers LLP and during those periods.
(1)Audit Fees are related to professional services rendered in connection with the audit of the Company’s annual financial statements, the audit of internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, reviews of financial statements included in the Company’s Quarterly Reports on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings. Audit Fees in FY22 and FY21 include fees for services performed by PricewaterhouseCoopers LLP in connection with the audit of the Oracle R12 implementation. (2)There were no Audit-Related Fees in FY22 and FY21. (3)Tax Fees for FY22 and FY21 include professional services rendered in connection with transfer pricing consulting, tax audits, tax planning services and other tax compliance and consulting. (4)All Other Fees are related VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 41
For FY22, the PricewaterhouseCoopers LLP and concluded that the independence of PricewaterhouseCoopers LLP was maintained. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the independent auditors are required to provide detailed back-up documentation at the time of approval. Pursuant to the Sarbanes-Oxley Act of 2002, 100% of the fees and services provided as noted in the table above were authorized and approved by the Audit Committee in compliance with the pre-approval policies and procedures described herein. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT AUDITORS FOR FISCAL YEAR 2023. 42 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement Audit Committee Report The information contained in the following report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, except to the extent that the Company specifically requests that the information be treated as soliciting material or incorporates it by reference into a document filed under the Securities Act or the Exchange Act. The information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. The Audit Committee of the Board of Directors is responsible for, among other things, assisting the full Board in fulfilling its oversight responsibilities relative to the Company’s financial statements, financial reporting practices, systems of internal accounting and financial control, internal audit function, annual independent audits of the Company’s financial statements, and such legal and ethics programs as may be established from time to time by the Board. The Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and may retain external consultants at its sole discretion. The Audit Committee is composed solely of non-employee Directors, all of whom satisfy the independence, financial literacy and experience requirements of the SEC, rules applicable to Nasdaq-listed issuers, and any other regulatory requirements, as applicable. All members of the Committee are required to have a working knowledge of basic finance and accounting, and at all times at least one member of the Committee qualifies as an “audit committee financial expert” as defined by the SEC. Management has the primary responsibility for the preparation, presentation and integrity of financial statements and the reporting process, including the system of internal controls. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report thereon. The Audit Committee has general oversight responsibility with respect to the Company’s financial reporting, and reviews the scope of the independent audits, the results of the audits, including critical audit matters (CAMs), and other non-audit services provided by the Company’s independent registered public accounting firm. The following is the Report of the Audit Committee with respect to the Company’s audited financial statements included in the Annual Report on Form 10-K for the fiscal year Review with Management The Audit Committee has reviewed and discussed the Review and Discussions with Independent Registered Public Accounting Firm The Audit Committee has discussed with PricewaterhouseCoopers LLP (“PricewaterhouseCoopers”), the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC, which includes, among other items, matters related to the conduct of the audit of the Company’s financial statements, and both with and without management present, discussed and reviewed the results of PricewaterhouseCoopers’ examination of the financial statements. The Audit Committee has received the written disclosures letter from PricewaterhouseCoopers required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent public accountant’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers the independent public accountant’s independence. During the course of FY22, management engaged in documentation, testing and evaluation of the Company’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and PricewaterhouseCoopers at Audit Committee meetings. At the conclusion of the process, management provided the Audit Committee with, and the Audit Committee reviewed, a report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee continues to oversee the Company’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation for FY23. Conclusion Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 2, 2022. Audit Committee Donald Colvin, Chair Keith Barnes Masood A. Jabbar Joanne Solomon VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Executive Officers The following sets forth certain information regarding the Company’s executive officers as of the date of this Proxy Statement:
Oleg Khaykin For information regarding Oleg Khaykin, please refer to Proposal No. 1, “Election of Directors,” on page Paul McNabjoined the Company in September 2014 as Executive Vice President and Chief Marketing and Strategy Officer. Prior to joining the Company, Mr. McNab was Chief Executive Officer of Puro Networks from 2013 to 2014. Before that, Mr. McNab was with Cisco Systems, Inc. for sixteen years where he held increasingly senior roles including Vice President and Chief Technology Officer, Data Center Switching and Vice President, Enterprise Marketing. Mr. McNab holds a B.S. in Engineering from Manchester Metropolitan University in the United Kingdom. Ralph Rondinonejoined the Company in April 2012 as Vice President of Global Operations and Services, NSE and became Senior Vice President of Global Operations and Services, NSE in January 2013. Prior to joining the Company, Mr. Rondinone served as Senior Vice President of Operations at BigBand Networks from 2006 to 2012. Prior to that, Mr. Rondinone held executive positions in operations at Lucent Technologies, Ascend Communications, and Digital Equipment Corporation. Mr. Rondinone holds a B.S. in mechanical engineering from Worcester Polytechnic Institute. Luke Scrivanichbecame the Vice President and General Manager of OSP in June 2012 and became Senior Vice President and General Manager of OSP in August 2012. Mr. Scrivanich joined the Company in April 2008 as Vice President and General Manager of Flex Products. Prior to joining the Company in 2008, Mr. Scrivanich was with PPG Industries where he served in general management, marketing and strategic planning positions for various divisions, including fine chemicals, optical products and coatings. He previously held senior marketing positions at AGR International, Inc., a manufacturer of packaging inspection equipment. Mr. Scrivanich holds a B.S. in Chemical Engineering from Cornell University and an M.B.A. from the Harvard Graduate School of Business Administration. Kevin Siebertjoined the Company in September 2007, became Vice President, General Counsel and Secretary in February 2015 and became Senior Vice President, General Counsel and Secretary in August 2017. Before assuming the General Counsel role, Mr. Siebert held increasingly senior roles within the Company’s legal department. Before joining the Company, Mr. Siebert was Senior Counsel at France Telecom from 2004 to 2007 where he primarily had legal responsibility for North American operations and also handled mergers and acquisitions, among other functions. Prior to that, Mr. Siebert served as Gary Staleyjoined the Company in February 2017 as Senior Vice President, Global Sales, Network and Service Enablement. Prior to joining the Company, Mr. Staley served as Vice President, Worldwide Channel Sales at NetScout Systems from July 2015 to January 2017 where he was responsible for the global partner network. Prior to that role, Mr. Staley was the Vice President of Worldwide Sales for Fluke Networks from 2012 to 2015 and Vice President of America Sales for Fluke Networks from 2010 to 2012. Earlier roles included sales leadership positions at Verizon, Alcatel-Lucent, AboveNet, Dell Technologies, Impreva and Firescope. Mr. Staley holds a Bachelor of Business Administration in Marketing from Ohio University. 44 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
“RESOLVED, that the stockholders approve, on You are encouraged to read the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis (“CD&A”), along with the accompanying tables and narrative disclosure, which describe the compensation of our NEOs. Although the advisory vote is non-binding, the Compensation Committee and the Board will review the results of the vote and THE BOARD OF DIRECTORS RECOMMENDS A VOTE, ON AN ADVISORY BASIS, “FOR” THE APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 45 A Message from the Chair of the Compensation Committee of the Board of Directors Dear Fellow Stockholders, As we look forward to the 2022 Annual Meeting, this letter highlights our financial and operational accomplishments, the challenges we faced in the last fiscal year, key compensation decisions, and the communications we had with our stockholders since our last annual meeting of stockholders. Specifically, this letter and the Compensation Discussion & Analysis (“CD&A”), that follows this letter are focused on highlighting the following key themes: ▪We have returned to our standard annual executive compensation program. In FY21, we made compensation decisions that we believed to be critical to the retention of our management team and, therefore, in the best interests of our stockholders but were not necessarily consistent with our past pay for performance practices. In FY22, having addressed such retention concerns, we returned to our standard annual executive compensation program. ▪We have heard our stockholders’ concerns, not only through our last Say-on-Pay advisory vote (56% of the votes cast were voted in favor of our executive compensation program) but through our own extensive outreach efforts subsequent to last year’s vote. ▪We are committed to realigning our compensation with best practices and, to that end, we have outlined several commitments below that go beyond merely addressing the concerns expressed by our stockholders, which we plan to implement by early FY23 (before our next annual proxy statement filing). We invite you to review the CD&A
▪Net revenue of ▪Non-GAAP operating margin of 22.2%, up 110 bps year-over-year ▪GAAP EPS of $0.07, down $0.22 or 75.9% year-over-year (largely due to settlement of existing convertible notes) ▪Non-GAAP EPS of $0.95, up $0.12 or 14.5% year-over-year *Appendix A includes a reconciliation of non-GAAP measures to the
▪Modest increases in base salaries and no changes to target annual cash incentive award opportunities (as a percentage of base salary). Base salaries for certain of our named executive officers (“NEOs”) were increased modestly and no NEOs received an increase to their target annual cash incentive award opportunities (as a percentage of base salary). ▪FY22 annual incentive payouts reflected the rigor of our short-term goals. Our NEO’s annual cash incentive payouts were well aligned with the performance of their respective functions and business units.For example,both our Chief Executive Officer and Chief Financial Officer’s received annual cash incentive payouts that were below target, despite our improved financial performance. ▪Only standard annual long-term incentives awards were granted in FY22.Market-based stock units (“MSUs”) and time-based restricted stock units (“RSUs”) were granted to further incentivize our executive team to achieve meaningful growth in our stock price over the next three years, align our executive team’s interests with the interests of our stockholders and enhance our stability through executive retention with multi-year vesting periods.
In response to our 2021 Say-on-Pay advisory vote, we engaged in discussions with our major stockholders as described in the CD&A below, and reviewed the feedback from the major proxy advisory firms. Our stockholders were primarily concerned with: ▪The retention grants that were granted in FY21 outside of our annual long-term incentive compensation program. ▪The lack of ESG metrics in our annual cash incentive plan. Certain stockholders also expressed concern with the use of an absolute stock price metric with respect to the Following these discussions and in light of ▪We do not intend to grant one-time equity awards to our executive officers outside of our ongoing annual long-term incentive compensation program, except in connection with new hires and 46 | VIAVI Solutions Inc. | FY 2022 Notice of
▪We intend to incorporate ESG metrics into our fiscal year 2024 annual cash incentive plan. ▪It is unlikely that we will grant performance-based equity awards, which use an absolute stock price metric in the future. ▪We will consider incorporating operating metrics into our annual long-term incentive plan when evaluating the design of our fiscal year 2024 annual cash incentive plan. We thank our stockholders for taking the time to share their insights, whether in person or through written correspondence, and look forward to continuing this dialogue. Sincerely, Keith Barnes Chair, Compensation Committee of the Board of Directors VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 47 Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) provides
Executive Summary
(1)Appendix A includes a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures. (2)GAAP EPS decrease largely due to the loss incurred in connection with the repurchase of certain convertible notes. 48 | VIAVI
▪Our Network Enablement (“NE”) business segment experienced strong revenue growth driven by fiber and wireless, with revenues growing 13.3% year-over-year as North American service providers upgraded and expanded their networks with fiber optics, and wireless demand increased in FY22. ▪Our Service Enablement (“SE”) business segment experienced a 13.1% increase in revenue year over year as we saw strong growth in assurance solutions and data center products, in part due to increased market demand for 5G and growth in network traffic. Continued Growth in Optical Security and Performance (“OSP”) Products ▪Revenue from our OSP business segment decreased by 4.9% year-over-year, primarily driven by a decrease in demand for our consumer electronics and industrial products. Successfully Managing Supply Chain Disruptions ▪We continued to execute successfully in FY22 despite supply chain shortages. Our ability to secure critical components, build inventory and meet customer demands has been a great differentiator and enabled us to grow revenue and market share. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 49
Our Executive Compensation Program
In response to the results of our 2021 Say-on-Pay advisory vote, we contacted stockholders collectively representing approximately 70% of our outstanding shares to offer to discuss their perspectives on our executive compensation program and corporate governance and ESG practices, stockholders representing approximately 50% of our outstanding shares accepted our offer to engage. Informed by these discussions, and in consideration of the feedback that we received from our stockholders, we made certain decisions regarding our incentive award grant practices going forward. We also made meaningful enhancements to this CD&A, enhancing our disclosure through providing increased detail and transparency of our FY22 target annual cash incentive award opportunities. We performed well against our FY22 goals, as further described below.
 
50 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
2021 Say-on-Pay Advisory Vote Every year, We Contacted Stockholders Representing Approximately 70% of our Total Shares Outstanding
While our stockholders were generally pleased with the design of our executive compensation program, they did express concern with the retention grants that were granted in FY21 outside of our annual long-term incentive compensation program and the lack of ESG metrics in our annual cash incentive plan. Certain stockholders also expressed concern with the use of an absolute stock price metric with respect to the performance-based retention grants, and/or asked that we consider incorporating operating metrics into our annual long-term incentive plan. The Compensation Committee is committed to implementing compensation programs that are aligned with the interests of our stockholders and confirms that it does not intend to grant future equity awards to our continuing executive officers outside of our ongoing annual long-term incentive compensation program (except in connection with new hires and promotions), and intends to incorporate ESG metrics into our fiscal year 2024 annual cash incentive plan. It is also unlikely that the Compensation Committee will VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 51
52 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
CEO Compensation and Performance Alignment The Compensation Committee takes seriously its responsibility to From the end of fiscal year 2020 (“FY20”) through the end of FY22, our stock price experienced a modest increase in value of approximately 5%. However, as of the end of FY22, the realizable value of our CEO’s target total direct compensation awarded in FY21 was only 76% of target. While the realizable value of his RSUs and MSUs granted in FY21 was above target, the realizable value attributable to the one-time long-term equity awards granted to our CEO in FY21 was equal to only 42% percent of target given our stock price and the fact that the performance goals of his PSUs, which vest based on our stock price and certain Executive Leadership Development and Succession plan goals, have not been achieved. See the section entitled “Long-Term Retention PSUs and RSUs”, l below for more information. Further, the realizable value of our CEO’s target total direct compensation awarded in FY22 was 82% of target, which reflects, among other things, the alignment of our FY22 performance goals with our actual performance. 
“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 of long-term incentive compensation awards. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 53
“Realizable Pay” for FY22 is the sum of (a) the salary earned for that year, (b) the annual incentive award earned for that year, (c) the value of RSUs granted in that fiscal year, which for vested RSUs is equal to the stock price on the applicable vesting dates multiplied by the number of vested RSUs, and for unvested RSUs is valued based on our closing stock price on July 1, 2022, the last trading day of FY22, multiplied by the number of unvested RSUs, (d) the value of MSUs granted in that fiscal year, which for: (i) unvested MSUs are valued based on the number of shares that would have been earned based on actual results through July 1, 2022, multiplied by our closing stock price on July 1, 2022, and (ii) vested MSUs are valued based on the number of shares earned multiplied by our closing stock price on July 1, 2022, and (e) the value of PSUs granted in FY21, which are valued at $0 given that the stock price target and the executive leadership development goals have yet to be achieved. 54 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
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% 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 the other 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.
The Share Price PSUs are earned when the average share price of our common stock equals or exceeds $20 over a minimum period of 90 consecutive calendar days, based on the daily closing share price. 50% of the Share Price PSUs will vest and be released at the time of achievement, subject to continuous active service through the vesting date and the remaining 50% will cliff vest and be released at the earlier of the first anniversary date of the achievement of the share price goal or at the end of the four-year retention period commencing on February 28, 2021, subject to continuous active service through the vesting date. The Share Price PSUs are intended to reward sustained growth in our stock price and further align the interests of our executive officers with those of our stockholders, while also incentivizing retention.
Our CEO’s Executive Leadership PSUs are earned once our Board of Directors (the “Board”) has approved an Executive Leadership Development and Succession Plan developed by our CEO. Subject to achievement of the executive leadership development goal and approval of the Board, the Executive Leadership PSUs will vest and be released on the fourth anniversary of the grant date, subject to our CEO’s continuous active service through the vesting date. The Executive Leadership PSUs are intended to incentivize our CEO to develop a comprehensive executive talent development and succession plan that will position VIAVI for long term growth and sustainability and mitigate the impact of the loss of one or more of our key executive talent.
The time-based long-term equity awards were in the form of RSUs, which “cliff” vest on the fourth anniversary of the grant date (the “Retention RSUs”). The extended “cliff” vesting period of four years is for retention purposes and the vesting period is significantly longer than that of our standard annual equity awards, which typically vest in equal one-year installments over three years on the anniversary of the grant date.
There have been no shares awarded to our CEO or to any of our NEOs under any of the Share Price PSU or RSU awards as the share price goal has not been achieved and the RSUs remain subject to our four-year “cliff” vesting requirement. Further, while our CEO has made considerable progress under his Executive Leadership Development and Succession plan goals, including an executive success profile that has been approved by the Board, identifying internal candidates and benchmarking external candidates against the success profiles, additional work, including a detailed presentation to the Board of Directors covering the outcome of the internal and external assessment as well as the individual development plans for internal candidates, must be completed before the performance goal will be deemed to be achieved by the Board. The realizable value of our CEO’s Share Price PSUs, Executive Leadership PSUs and Retention RSUs as of July 2, 2022 is set forth in the chart below: 
(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 $13.09 per share, which was our closing stock price on July 2, 2022. The PSUs had a realizable value of $0 as of July 2, 2022 given that the stock price target and the executive leadership development goal have yet to be achieved. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 55
Compensation Philosophy
Compensation Governance Highlights We are
56 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
FY22 Target Compensation The vast majority of the target total direct compensation value we deliver to our executive officers is in the form of compensation that is variable or “at-risk” based on our performance or the value of our stock price. The at-risk elements of our FY22 executive compensation program include (i) our Annual Incentive Bonus Plan, a cash annual incentive bonus, and (ii) our long-term equity incentive compensation plan, through which RSUs and MSUs were granted as long-term equity incentive awards.
(1)The charts above reflect (a) the salary rate for FY22, pro-rated accordingly based on the effective date of any increase, (b) the target annual cash incentive award opportunity for FY22, and (c) the grant date fair value of FY22 long-term incentive compensation awards, and not amounts actually earned or paid out. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 57
FY22 Executive Compensation Overview The following charts provide information regarding the elements of our FY22 executive compensation program. Core FY22 Compensation Elements
58 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Elements of FY22 Executive Compensation Base Salary
(1)Does not reflect any pro-ration based on the
Annual Cash Incentive
The Executive Staff Variable Pay Plan After each performance period, the Compensation Committee certified our actual performance
A target annual cash incentive award opportunity is the amount of cash incentive compensation that a NEO could earn based on achievement of the pre-established performance goals under the Executive 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 VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 59
FY21. 50% of each NEO’s target annual cash incentive award opportunity is tied to each six-month performance period.
Financial Metrics for FY22 During
For FY22, the Compensation Committee believed the consistent application of this blend of performance metrics would contribute to our consistent revenue growth and profitability achievement. The 60 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Annual Cash Incentive Award Calculations and Measures For FY22, the
(1)100% in the case of Mr. Staley The following tables describe the threshold, target, and maximum performance levels for each of the financial metrics as well as reporting the actual
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 61
(1)Our business 62 | VIAVI Solutions Inc. | FY 2022 Notice of
The NEOs, other than Mr. Staley, table below.
VIAVI Solutions Inc. | FY 2022 Notice of
FY22 Annual Cash Incentive Award Payout Table The
(1)Messrs. Khaykin, Scrivanich, and 64 | VIAVI Solutions Inc. | FY 2022 Notice of 
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 value creation measured by our stock price and by providing retention incentives through multi-year vesting periods. FY22 EQUITY AWARDS – ANNUAL EQUITY AWARDS The Compensation Committee  ▪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 FY22, vest annually over three years, with 1/3 vesting on each one-year anniversary of the date of grant. The Compensation Committee believes The annual equity compensation
Target Dollar Value Used to Calculate Number of Units. The number of In determining the size of each NEO’s target dollar value, the Compensation Committee VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 65
comparable awards made to The following table sets forth the
The actual 66 | VIAVI Solutions Inc. | FY 2022 Notice of
MSU Awards The MSUs that were granted in The closing price for each period, determined as the weighted average closing price of our common stock 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 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:
 VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 67
The following table shows the MSUs earned by our NEOs in FY22.
(1)Mr. Staley received MSUs with four vesting tranches in connection with his hire. (2)Mr. Derksen’s MSUs were granted with four vesting tranches in connection with his hire, and his initial measure period is reflective of his March 15, 2021 start date. Other Benefits
68 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Severance and Change of Control Benefits
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. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 69
Other Important Compensation Practices
(1)Gross burn rate is calculated as (a) the number of shares subject to stock awards granted during FY22 (with the number of shares subject to performance-based awards, assuming performance at target), divided by (b) the total number of shares of our common stock outstanding as of the end of FY22. 70 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Our Compensation Decision-making Process
VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 71
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 At the time of the
In determining our compensation peer group for FY22, Synaptics Incorporated was added to our FY22 peer group because it meets the Section 162(m) Section 162(m) of 72 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
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.
As of September 21, 2022, our CEO and all of our executive officers have either satisfied their stock ownership requirement or have time remaining to satisfy the requirement. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 73
Compensation Risk Assessment The Compensation Committee aims to establish company-wide compensation policies and practices that reward contributions to long-term stockholder value creation and do not promote unnecessary or excessive risk-taking. In furtherance of this objective, the Compensation Committee conducted an annual assessment of our company-wide compensation arrangements. The assessment process included, among other things, a review of: ▪Our compensation philosophy; ▪Comparative compensation at peer group companies; ▪Our core compensation element mix; and ▪The terms and payments under our cash and equity incentive plans. As part of that review, the
Based upon this assessment, the Compensation Committee believes that our company-wide compensation policies and practices are reasonable and encourage appropriate behaviors without creating risks that are reasonably likely to have a material adverse effect on us. 74 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement Compensation Committee Report The information contained in the following report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, except to the extent that the Company specifically requests that the information be treated as soliciting material or incorporates it by reference into a document filed under the Securities Act or the Exchange Act. The information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. Compensation Committee Keith Barnes (Chair) Richard E. Belluzzo Timothy Campos VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 75 Executive Compensation and Other Information Summary Compensation Tables The following table contains information concerning the compensation provided to our NEOs for fiscal years 2022, 2021 and 2020.
(1)Amounts shown do not reflect compensation actually earned by the NEO. Instead, the amounts shown in this column represent (i) the grant date fair values of time-based RSUs issued pursuant to the 2003 Plan computed in accordance with ASC Topic 718, (ii) the grant date fair values of Share Price PSUs (earned when the average share price equals or exceeds $20 over 76 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum possible value of the MSUs granted to certain of the NEOs in FY22, FY21 and FY20, using the grant date fair value, is set forth in the table below:
The MSUs reflected in the above table are at the maximum level of achievement, which is equal to 150% of target. The assumptions used to calculate these amounts for FY22 are set forth under Note 16 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for FY22 filed with the SEC on August 19, 2022. (2)All non-equity incentive plan compensation was paid pursuant to the Executive VPP. The amounts in this column represent the aggregate Executive VPP bonus earned by each NEO and approved by the Compensation Committee. (3)The amounts in the “All Other Compensation” column for FY22 include 401(k) matching contributions by the Company in the amount of $5,000 for each NEO other than Mr. McNab and Mr. Derksen, who did not contribute to the Company's 401(k) plan in FY22. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 77
Grants of Plan-Based Awards Table The following table provides information about equity and non-equity awards granted to the NEOs in FY22:
(1)These columns show the potential cash value range of the payout for each NEO under the Executive VPP. The amounts actually earned by each NEO in FY22 are summarized in the Summary Compensation Table above. Please see the section entitled "Annual Cash Incentive Awards” in the CD&A above for more information. (2)These columns show the estimated share vesting (3)Except as otherwise noted, the amounts shown in this column are the grant date fair values in the period presented as determined pursuant to (4)Represents time-based RSUs that 78 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
(1)Amounts reflecting market value of RSUs, MSUs and PSUs are based on the price of $13.09 per share, which was the closing price of our common stock as reported on Nasdaq on July 1, 2022, the last trading day of FY22. (2)Time-based stock option, which has fully vested. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 79
(3)Time-based RSUs with 1/3 of the units vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments for two years thereafter, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (4)Time-based RSUs with 1/3 of the units vesting on the first three anniversaries of the grant date, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (5)Time-based RSUs with 100% of the units vesting on the fourth-year anniversary of the hire date, contingent upon the NEO’s continuous service through the four years, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (6)MSUs that are (8)Share-price MSUs that are earned when the average share price equals or exceeds $20 over a period of 90 consecutive calendar days; based on the daily closing share price, subject to certification by the Compensation Committee. 50% of the equity award will vest and be released at the time of achievement, contingent on the NEO’s continuous service through the vest date; 50% will vest and be released upon the earlier of the first anniversary of the achievement or at the end of (9)Executive Leadership PSUs that will be earned once the Board has approved the (10)Time-based RSUs with ¼ of the 80 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Option Exercises and Stock Vested The following Option Exercises and Stock Vested Table provides additional information
(1)Represents the amounts realized based on the product of (a) the number of stock units vested and (b) the closing price VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 81
Potential Payments Made Upon Change in Control Plan
Pursuant to the terms of the Company’s agreement with Mr. Khaykin (the “Khaykin Agreement”) If an Involuntary Termination occurs within three months prior to, or one year after a Change in Control ▪Immediate vesting of all equity awards, except for Mr. Khaykin’s Executive Leadership PSUs, Share Price PSUs and Retention RSUs, which will be treated as described in the section entitled “Retention RSU, Executive Leadership PSU and Share Price PSU Vesting Provisions Upon Involuntary Termination” below, with performance awards treated as earned at the greater of the target amount or the actual achievement attained as of the termination date. If an Involuntary Termination occurs during a time that is not within three months before or one year after a Change in Control, or is a termination ▪A prorated portion of the Annual Bonus for the fiscal year in which the termination date occurs, which will be determined at the end of the Company’s fiscal year based on the Company’s actual performance. ▪An additional amount equal to the sum of (i) 150% of Mr. Khaykin’s base salary at the time of termination and (ii) 150% of his target annual bonus. ▪Immediate vesting of all equity awards (excluding Mr. Khaykin’s Executive Leadership PSUs, Share Price PSUs and Retention RSUs, which will be treated as described in the section entitled “Retention RSU, Executive Leadership PSU and Share Price PSU Vesting Provisions Upon Involuntary Termination” below) to the extent that they would have otherwise vested within 18 months of the termination date, with performance awards treated as earned at the target amount. Whether or not an Involuntary Termination occurs within one year after a Change in Control, Mr. Khaykin will also be reimbursed for 18 months the amount equal to the difference between the monthly cost of his COBRA health and dental benefits and the amount he would have been required to contribute for health and dental coverage if he remained an active employee of the Company. 82 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Pursuant to the terms of the VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 83
Executive Leadership PSU and Share Price PSU Vesting Provisions Upon Change in Control Notwithstanding anything to the Retention RSUs, Executive Leadership PSUs and Share Price PSUs are subject to the The Compensation Committee Compensation Committee Keith Barnes (Chair) Richard E. Belluzzo Timothy Campos VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 75 Executive Compensation and Summary Compensation Tables The
(1)Amounts shown do not reflect compensation actually earned by the 76 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum possible value of the MSUs granted to certain of the NEOs in FY22, FY21 and FY20, using the grant date fair value, is set forth in the table below:
The MSUs reflected in the above table are at the maximum level of achievement, which is equal to 150% of target. The assumptions used to calculate these amounts for FY22 are set forth under Note 16 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for FY22 filed with the SEC on August 19, 2022. (2)All non-equity incentive plan compensation was paid pursuant to the Executive VPP. The amounts in this column represent the aggregate Executive VPP bonus earned by each NEO and approved by the Compensation Committee. (3)The amounts in the “All Other Compensation” column for FY22 include 401(k) matching contributions by the Company in the amount of $5,000 for each NEO other than Mr. McNab and Mr. Derksen, who did not VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 77
Grants of Plan-Based Awards Table The following table provides information about equity and non-equity awards granted to the NEOs in FY22:
(1)These columns show the potential cash value range of the payout for (2)These columns show the estimated share vesting range for each NEO’s MSU awards, which could range from 0% to150%. MSUs vest in three annual tranches based upon (i) the Company’s TSR relative to the (3)Except as otherwise noted, the amounts shown in this column are the grant date fair values in the period presented as determined pursuant to stock-based compensation accounting rule ASC Topic 718. The assumptions used to calculate these amounts are set forth under Note 16 of (4)Represents time-based RSUs that vest annually over three years, with 1/3 vesting on each one-year anniversary of the date of grant, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” 78 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Outstanding Equity Awards at Fiscal Year-End
(1)Amounts reflecting market value of RSUs, MSUs and PSUs are based on the (2)Time-based stock option, which has fully vested. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 79
(3)Time-based RSUs with 1/3 of the units vesting on the first anniversary of the grant date and the remainder vesting in (4)Time-based RSUs with 1/3 of the units vesting on the first three anniversaries of the grant date, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (5)Time-based RSUs with 100% of the units vesting on the fourth-year anniversary of the hire date, contingent upon the NEO’s continuous service through the four years, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (6)MSUs that are subject to an award, which vests in three annual tranches based upon the Company’s TSR relative to the performance of the companies in the Nasdaq Telecommunications Index, measured over one-year, two-year and three-year performance periods, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” The number of MSUs disclosed in the table above were unvested as of the last day of FY22 and reflect vesting at 100% of the target amount, as the Company’s performance through the last day of FY22 did not exceed the target performance level for such MSUs. The actual number of shares that will vest ranges from 0% to 150% of the target amount for each vesting tranche, subject to completion of the applicable measurement period and certification by the Compensation Committee. (7)MSUs that are subject to an award, which vests in three annual tranches based upon the Company’s TSR relative to the performance of the companies in the Nasdaq Telecommunications Index, measured over one-year, two-year and three-year performance periods, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” The number of MSUs disclosed in the table above were unvested as of the last day of FY22 and reflect vesting at 150% of the target amount, as the Company’s performance through the last day of FY22 exceeded the target performance level for such MSUs. The actual number of shares that will vest ranges from 0% to 150% of the target amount for each vesting tranche, subject to completion of the applicable measurement period and certification by the Compensation Committee. (8)Share-price MSUs that are earned when the average share price equals or exceeds $20 over a period of 90 consecutive calendar days; based on the daily closing share price, subject to certification by the Compensation Committee. 50% of the equity award will vest and be released at the time of achievement, contingent on the NEO’s continuous service through the vest date; 50% will vest and be released upon the earlier of the first anniversary of the achievement or at the end of the retention period, contingent on the NEO’s continuous service through the vest date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (9)Executive Leadership PSUs that will be earned once the Board has approved the Executive Leadership Development and Succession plan, which includes development of internal candidate(s), identification of external candidates, and consolidation of reporting structure under internal candidates. The Executive Leadership PSUs will vest and be released on the fourth anniversary of the grant date, contingent on the NEO’s continuous service through the four years, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (10)Time-based RSUs with ¼ of the units vesting on each of the first four anniversaries of the grant date, contingent upon the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (11)MSUs that are subject to an award, which vests in four annual tranches based upon the Company’s TSR relative to the performance of the companies in the Nasdaq Telecommunications Index, measured over one-year, two-year, three-year and four-year performance periods, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” The number of MSUs disclosed in the table above were unvested as of the last day of FY22 and reflect vesting at 150% of the target amount, as the Company’s performance through the last day of FY22 exceeded the target performance level for such MSUs. The actual number of shares that will vest ranges from 0% to 150% of the target amount for each vesting tranche, subject to completion of the applicable measurement period and certification by the Compensation Committee. 80 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Option Exercises and Stock Vested The following Option Exercises and Stock Vested Table provides additional information about the value realized by the NEOs due to the vesting of equity during FY22. No stock options were exercised in FY22.
(1)Represents the amounts realized based on the product of (a) the number of stock units vested and (b) the closing price of our VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 81
Potential Payments Made Upon Termination or Change in Control Change in Control Plan The Company’s Change in Control Plan (the “Change in Control Plan”), which covers all NEOs (except for Mr. Khaykin), provides the following benefits if a termination is without Cause or is for Good Reason (each as defined in the Change in Control Plan) within the 12- month period beginning upon a Change in Control (as defined in the Change in Control Plan), subject to the execution of a general release of claims: (a) accelerated vesting of any unvested stock options and other securities or similar incentives held at the time of termination (including accelerated vesting of any performance-based awards at 100% of the target achievement level), (b) a lump sum payment equal to either eighteen months or two years’ base salary (depending on the executive
Pursuant to the terms of the Company’s agreement with Mr. Khaykin (the “Khaykin Agreement”), if the Company terminates Mr. Khaykin’s employment without Cause or he terminates his employment for Good Reason (each, as defined in the Khaykin Agreement, and each, an If an Involuntary Termination occurs within three months prior to, or one year after a Change in Control (as defined in the Employment Agreement), Mr. Khaykin will receive: ▪If the termination date occurs after the second anniversary of his hire date, a lump sum payment equal to 150% of his annual base salary plus 225% of his target annual bonus. ▪Immediate vesting of all equity awards, except for PSU and Share Price PSU Vesting Provisions Upon Involuntary Termination” below, with performance awards treated as earned at the greater of ▪A prorated portion of ▪An additional amount equal to the sum of ▪Immediate vesting of all equity awards (excluding Mr. Khaykin’s Executive Leadership PSUs, Share Price PSUs and Retention RSUs, which will be treated as described in the Whether or not an Involuntary Termination occurs within one year after a Change in Control, Mr. Khaykin will also The Khaykin Agreement contains a “better after-tax” provision, which provides that if any of the payments to Mr. Khaykin constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to Mr. Khaykin, whichever results in him receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code. 82 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Pursuant to the terms of the Company’s agreement with Mr. Derksen (the “Derksen Agreement”), if Mr. Derksen’s employment is involuntarily terminated other than within a period ending on the first anniversary of a Change of Control, he will receive a severance payment equal to 18-months base salary and will also be reimbursed for 18 months, the amount equal to the difference between the monthly cost of his COBRA health and dental benefits and the amount he would have been required to contribute for health and dental coverage if he remained an active employee of the Company. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 83
Executive Leadership PSU and Share Price PSU Vesting Provisions Upon Change in Control 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 cease to be subject to any performance-based vesting conditions and 100% of the PSUs will vest upon the end of the applicable four-year retention period, subject to the NEO’s continuous active service through the vesting date. Retention RSU, CEO PSU and Share Price PSU Vesting Provisions Upon Involuntary Termination Notwithstanding anything to the contrary in Retention RSUs, Executive Leadership PSUs and Share Price PSUs are subject to the terms of the Change in Control Plan (as described above) upon a termination without Cause or Compensation Committee Report The information contained in the following report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, except to the extent that the Company specifically requests that the information be treated as soliciting material or incorporates it by reference into a document filed under the Securities Act or the Exchange Act. The information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. Compensation Committee Keith Barnes (Chair) Richard E. Belluzzo Timothy Campos VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 75 Executive Compensation and Other Information Summary Compensation The following table contains information concerning the compensation provided to our NEOs for fiscal years
(1)Amounts shown do not reflect compensation actually earned by the NEO. Instead, the amounts shown in this column represent (i) the grant date fair values of time-based RSUs issued pursuant to the 2003 Plan computed in accordance with ASC Topic 718, (ii) the grant date fair values of Share Price PSUs (earned when the average share price equals or exceeds $20 over a period of 90 consecutive calendar days), and (iii) the grant date fair values of MSUs (earned based on relative TSR) at the target level of performance. This amount for FY21 also includes for Mr. Khaykin, the grant date fair value of his Executive Leadership PSU award, which was estimated using a probability weighted model in accordance with ASC Topic 718. The grant date fair value for MSUs is calculated based on a Monte-Carlo valuation of each award on the date of grant, determined under ASC Topic 718. Share Price PSUs and the Executive Leadership PSU award could only be earned at target while the payout of the MSUs could range from 0% to 150% of target. 76 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Assuming the highest level of performance is achieved under the applicable performance conditions, the maximum possible value of the MSUs granted to certain of the NEOs in FY22, FY21 and FY20, using the grant date fair value, is set forth in the table below:
The MSUs reflected in the above table are at the maximum level of achievement, which is equal to 150% of target. The assumptions used to calculate these amounts for 19, 2022. (2)All non-equity incentive plan compensation was paid pursuant to the Executive VPP. The amounts in this column represent the aggregate Executive VPP bonus earned by each NEO and approved by the Compensation Committee.
(3)The amounts in the “All Other Compensation” column for FY22 include 401(k) matching VIAVI Solutions Inc. | FY 2022 Notice of
Grants of Plan-Based Awards Table The following table provides information about equity and non-equity awards granted to the NEOs in
(1)These columns show the potential cash value range of the payout for each NEO under the Executive VPP. The amounts actually earned by each NEO in FY22 are summarized in the Summary Compensation Table above. Please see the section entitled "Annual Cash Incentive Awards” in the CD&A above for more information. (2)These columns show the estimated share vesting range for each NEO’s MSU awards, which could range from 0% to150%. MSUs vest in three annual tranches based upon (i) the Company’s TSR relative to the performance of the component companies of the Nasdaq Telecommunications Index with three overlapping performance periods of one, two, and three years and (ii) the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” Please see the section entitled "Long-Term Incentive Compensation” in the CD&A above for more information. (3)Except as otherwise noted, the amounts shown in this column are the grant date fair values in the period presented as determined pursuant to stock-based compensation accounting rule ASC Topic 718. The assumptions used to calculate these amounts are set forth under Note 16 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for FY22 filed with the SEC on August 19, 2022. (4)Represents time-based RSUs that vest annually over three years, with 1/3 vesting on each one-year anniversary of the date of grant, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” 78 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Outstanding Equity Awards at Fiscal Year-End
(1)Amounts reflecting market value of RSUs, MSUs and PSUs are based on the price of $13.09 per share, which was the closing price of our common stock as reported on Nasdaq on July 1, 2022, the last trading day of FY22. (2)Time-based stock option, which has fully vested. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 79
(3)Time-based RSUs with 1/3 of the units vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly installments for two years thereafter, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (4)Time-based RSUs with 1/3 of the units vesting on the first three anniversaries of the grant date, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (5)Time-based RSUs with 100% of the units vesting on the fourth-year anniversary of the hire date, contingent upon the NEO’s continuous service through the four years, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (6)MSUs that are subject to an award, which vests in three annual tranches based upon the Company’s TSR relative to the performance of the companies in the Nasdaq Telecommunications Index, measured over one-year, two-year and three-year performance periods, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” The number of MSUs disclosed in the table above were unvested as of the last day of FY22 and reflect vesting at 100% of the target amount, as the Company’s performance through the last day of FY22 did not exceed the target performance level for such MSUs. The actual number of shares that will vest ranges from 0% to 150% of the target amount for each vesting tranche, subject to completion of the applicable measurement period and certification by the Compensation Committee. (7)MSUs that are subject to an award, which vests in three annual tranches based upon the Company’s TSR relative to the performance of the companies in the Nasdaq Telecommunications Index, measured over one-year, two-year and three-year performance periods, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” The number of MSUs disclosed in the table above were unvested as of the last day of FY22 and reflect vesting at 150% of the target amount, as the Company’s performance through the last day of FY22 exceeded the target performance level for such MSUs. The actual number of shares that will vest ranges from 0% to 150% of the target amount for each vesting tranche, subject to completion of the applicable measurement period and certification by the Compensation Committee. (8)Share-price MSUs that are earned when the average share price equals or exceeds $20 over a period of 90 consecutive calendar days; based on the daily closing share price, subject to certification by the Compensation Committee. 50% of the equity award will vest and be released at the time of achievement, contingent on the NEO’s continuous service through the vest date; 50% will vest and be released upon the earlier of the first anniversary of the achievement or at the end of the retention period, contingent on the NEO’s continuous service through the vest date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (9)Executive Leadership PSUs that will be earned once the Board has approved the Executive Leadership Development and Succession plan, which includes development of internal candidate(s), identification of external candidates, and consolidation of reporting structure under internal candidates. The Executive Leadership PSUs will vest and be released on the fourth anniversary of the grant date, contingent on the NEO’s continuous service through the four years, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (10)Time-based RSUs with ¼ of the units vesting on each of the first four anniversaries of the grant date, contingent upon the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” (11)MSUs that are subject to an award, which vests in four annual tranches based upon the Company’s TSR relative to the performance of the companies in the Nasdaq Telecommunications Index, measured over one-year, two-year, three-year and four-year performance periods, contingent on the NEO’s continuous service through each applicable vesting date, subject to certain exceptions as set forth in the section below entitled “Potential Payments Made Upon Termination or Change in Control.” The number of MSUs disclosed in the table above were unvested as of the last day of FY22 and reflect vesting at 150% of the target amount, as the Company’s performance through the last day of FY22 exceeded the target performance level for such MSUs. The actual number of shares that will vest ranges from 0% to 150% of the target amount for each vesting tranche, subject to completion of the applicable measurement period and certification by the Compensation Committee. 80 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement Option Exercises and Stock Vested The following Option Exercises and Stock Vested Table provides additional information about the value realized by the NEOs due to the vesting of
(1)Represents the amounts realized based on the product of (a) the number of stock units vested and (b) the closing price of our common stock on Nasdaq on the vesting day (or, if the vesting day falls on a day on which our stock is not traded, the prior trading day). VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 81
Potential Payments Made Upon Termination or Change in Control Change in Control Plan The Company’s Change in Control Plan (the “Change in Control Plan”), which covers all
Pursuant to the terms of the Company’s agreement with Mr. Khaykin If an Involuntary Termination occurs within three months prior to, or one year after a Change in Control (as defined in the Employment Agreement), Mr. Khaykin will receive: ▪If the termination date occurs after the second anniversary of his hire date, a lump sum payment equal to 150% of his annual base salary plus 225% of his target annual bonus. ▪Immediate vesting of all equity awards, except for Mr. Khaykin’s Executive Leadership PSUs, Share Price PSUs and Retention RSUs, which will be treated as described in the section entitled “Retention RSU, Executive Leadership PSU and Share Price PSU Vesting Provisions Upon Involuntary Termination” below, with performance awards treated as earned at the greater of the target amount or the actual achievement attained as of the termination date. If an Involuntary Termination occurs during a time that is not within three months before or one year after a Change in Control, or is a termination ▪A prorated portion of the Annual Bonus for the fiscal year in which the termination date occurs, which will be determined at the end of the Company’s fiscal year based on the Company’s actual performance. ▪An additional amount equal to the sum of (i) 150% of Mr. Khaykin’s base salary at the time of termination and (ii) 150% of his target annual bonus. ▪Immediate vesting of all equity awards (excluding Mr. Khaykin’s Executive Leadership PSUs, Share Price PSUs and Retention RSUs, which will be treated as described in the section entitled “Retention RSU, Executive Leadership PSU and Share Price PSU Vesting Provisions Upon Involuntary Termination” below) to the extent that they would have otherwise vested within 18 months of the termination date, with performance awards treated as earned at the target amount. Whether or not an Involuntary Termination occurs within one year after a Change in Control, Mr. Khaykin will also be reimbursed for 18 months the amount equal to the difference between the monthly cost of his COBRA health and dental benefits and the amount he would have been required to contribute for health and dental coverage if he remained an active employee of the Company. The Khaykin Agreement contains a “better after-tax” provision, which provides that if any of the payments to Mr. Khaykin constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to Mr. Khaykin, whichever results in him receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code. 82 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Pursuant to the terms of the VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 83
Executive Leadership PSU and Share Price PSU Vesting Provisions Upon Change in Control 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 cease to be subject to any performance-based vesting conditions and 100% of the PSUs will vest upon the end of the applicable four-year retention period, subject to the NEO’s continuous active service through the vesting date. Retention RSU, CEO PSU and Share Price PSU Vesting Provisions Upon Involuntary Termination Notwithstanding anything to the contrary in any individual employment agreement, upon a termination without Cause or resignation for Good Reason (each as defined in the Change in Control Plan), in each case, outside of the 12-month period beginning upon a Change in Control (as defined in the Change in Control Plan), Retention RSUs will vest on a prorated basis, while Executive Leadership PSUs and Share Price PSUs will be forfeited. Retention RSUs, Executive Leadership PSUs and Share Price PSUs are subject to the terms of the Change in Control Plan (as described above) upon a termination without Cause or resignation for Good Reason (each, as defined in the Change in Control Plan), in each case, within the 12- month period beginning upon a Change in Control (as defined in the Change in Control Plan). RSU and PSU Vesting Provisions Upon Death and Disability Consistent with the practice of many of our peers and to encourage our employees to remain employed with us through the date of the applicable vesting event, grants of RSUs, MSUs, Share Price PSUs and 84 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Potential Payments Upon Termination or Change in Control The table below reflects the amount of compensation to be paid to each of the NEOs in the event of termination of such executive’s employment. The figures shown below assume that such termination was effective as of July 2, 2022 (and therefore use the closing price of our common stock on Nasdaq as of July 1, 2022, the last trading day of FY22, for all equity-based calculations), and thus include amounts earned through such time and are estimates of the amounts which would be paid out to the NEOs upon their termination. The actual amounts that would be paid for the other NEOs can only be determined at the time of such executive’s separation from the Company.
(1)Amounts in this column reflect the value of unvested securities as of the last day of FY22 that would accelerate and vest upon a separation from the Company due to death or Disability, pursuant to the terms of the NEO’s RSU, MSU, Share Price PSU and Executive Leadership PSU award agreement(s). In addition, Mr. Khaykin is entitled to cash severance benefits upon a death or Disability, pursuant to the Khaykin Agreement, which benefits are also reflected in this column. (2)Amounts in this column reflect the value of severance benefits under the Change in Control Plan and the Khaykin Agreement. Severance benefits for Mr. Khaykin are also payable if he is terminated without Cause or resigns for Good Reason within three months prior to a Change in Control, which are the same benefits that he is entitled to receive if he experiences a qualifying termination within 12 months after a Change in Control. These amounts do not reflect the impact of any “better after-tax” provision. (3)Amounts in this column reflect the value of severance benefits under (i) the Khaykin Agreement, (ii) the Derksen Agreement and (iii) unvested Retention RSUs. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 85
CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to calculate and disclose the total compensation paid to our median employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to Oleg Khaykin, our CEO. The following paragraphs describe our methodology and the resulting CEO Pay Ratio. For FY22, the median annual total compensation of $9,340,416. Based on this information, We identified the “median employee” using the following methodology and material assumptions, adjustments, and estimates (consistent with applicable SEC rules): ▪We selected May 1, 2022, as the date upon which we would identify the “median employee.” ▪As of this date, our employee population consisted of approximately 3,657 individuals. ▪For purposes of determining our median employee, we excluded employees in certain countries that, in total, resulted in the exclusion of approximately 164 employees (the “De Minimis Exemption”). This exclusion represents less than 5% of our ▪We used base compensation earned in FY22 as our consistently applied compensation measure. In the case of foreign employees, base compensation also included “13th month pay” and any holiday allowance that was ▪Base compensation was annualized for all permanent employees who were hired after the fiscal year began, and all foreign currencies were converted to U.S. dollars using the applicable exchange rate as of May 1, 2022. ▪Once we identified the median employee, we calculated the elements of the median employee’s FY22 total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. A summary of employees before and after the De Minimis Exemption is included below: After excluding 164 employees (representing less than 5% of our total number of employees), we identified our median employee from a group of approximately
We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described 86 | VIAVI Solutions Inc. | FY 2022 Notice of
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
(3)Represents shares of the Company’s Common Stock authorized for future issuance under the following equity compensation (4)On February 15, 2016, in connection with his appointment as CEO, Mr. Khaykin was granted compensatory options, VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 87 The Security Ownership of Certain Beneficial Owners and The As of August 31, 2022, there were 226,925,254 shares of the Company’s common stock outstanding. The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, and 88 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
*Less than 1%. (1)Based on information set forth in various Schedule 13 filings with the (2)Based on information set forth in a Schedule 13G/A, as of December 31, 2021, filed with the SEC on January 27, 2022 by BlackRock, Inc. and certain of its subsidiaries (collectively, “BlackRock”). According to its Schedule 13G/A, BlackRock reported having the sole power to vote or direct the vote over 36,558,050 shares, the shared power to vote or direct the vote over 0 shares, the sole power to dispose of or to direct the disposition of 36,877,016 shares and the shared power to dispose of or to direct the disposition of 0 shares beneficially owned. The address of BlackRock is 55 East 52nd Street, New York, NY 10055. (3)Based on information set forth in a Schedule 13G/A, as of December 31, 2021, filed with the SEC on February 10, 2022 by The Vanguard Group (“Vanguard”). According to its Schedule 13G/A, Vanguard reported having the sole power to vote or direct the vote over 0 shares, the shared power to vote or direct the vote over 423,119 shares, the sole power to dispose of or to direct the disposition of 25,479,105 shares and the shared power to dispose of or to direct the disposition of 639,007 shares beneficially owned. The address of The Vanguard Group is 100 Vanguard Blvd. Malvern, PA 19355. (4)Based on information set forth in a Schedule 13G, as of December 31, 2021, filed with the SEC on February 4, 2022 by Wellington Management Group LLP, jointly with Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP (collectively, “Wellington”). According to the Schedule 13G/A, of the 20,914,879 shares beneficially owned by Wellington at December 31, 2021, (a) Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP each reported having the sole power to vote or direct the vote over 0 shares, the shared power to vote or direct the vote over 13,771,373 shares, the sole power to dispose of or to direct the disposition of 0 shares and the shared power to dispose of or to direct the disposition of 20,914,879 shares beneficially owned, and (b) Wellington Management Company LLP reported having the sole power to vote or direct the vote over 0 shares, the shared power to vote or direct the vote over 13,388,415 shares, the sole power to dispose of or to direct the disposition of 0 shares and the shared power to dispose of or to direct the disposition of 14,995,824 shares beneficially owned. Each of Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP is directly or indirectly owned by Wellington Management Group LLP, and the address of the Wellington Management Company LLP is 280 Congress Street, Boston, MA 02210. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 89
(5)Includes 1,180,257 stock options which are (6)Shares held in trust for the benefit of Mr. Belluzzo’s family, for which Mr. Belluzzo has sole voting and investment power. (7)Includes 89,622 shares held in trust for the benefit of Mr. Campos’ family, for which Mr. Campos has shared voting and investment power. (8)Shares held in trust for the benefit of Mr. Jabbar’s family, for which Mr. Jabbar has sole voting and investment power. Certain Relationships and Related Person Transactions Review and Approval of Related Person Transactions We review all relationships and transactions in which the Company and our Directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. The Company’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the Directors and executive officers with We have determined that there were no related person transactions since the beginning of 90 | VIAVI Solutions Inc. | FY 2022 Notice of Other Information Note About Forward Looking Statements This Proxy Statement includes estimates, projections, statements relating to our business plans, objectives, and expected operating results that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Websites Referenced in this Proxy Statement The content of the websites referred to in this Annual Report on Form 10-K and Annual Report to Stockholders The Viavi Solutions Inc. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 91 General Information About the Annual Meeting
The Board is furnishing these proxy materials to you in connection with 2022 Annual Meeting. The 2022 Annual Meeting will be held on November 9, 2022 online via audio webcast, at 10:00 a.m., Mountain Time. You are invited to attend the 2022 Annual Meeting online and are entitled and requested to vote on the proposals outlined in this Proxy Statement.
We believe hosting a virtual meeting enables increased stockholder attendance and participation since stockholders may participate from any location around the world, and lowers the cost to our shareholders, the Company and the environment, while mitigating health and safety risks to participants in light of the ongoing COVID-19 pandemic. We have designed the virtual 2022 Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.
Stockholders as of the record date for the meeting, September 21, 2022, are entitled to vote their shares and attend the virtual annual meeting. At the close of business on the record date, there were 226,455,967 shares of VIAVI common stock outstanding and entitled to vote. Stockholder of Record: Shares Registered in Your Name If on September 21, 2022, your shares were registered directly in your name with our transfer agent, Computershare, then you are considered the stockholder of record with respect to those shares. As a stockholder of record, you may vote at the meeting or vote by proxy, and you do not need to register to attend the meeting. Whether or not you plan to attend the meeting, we urge you to vote by telephone or through the internet, or if you request or receive paper proxy materials by mail, by filling out and returning a proxy card. Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee If on September 21, 2022, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the meeting. Because you are not the stockholder of record, you may not attend or vote your shares at the meeting unless you (i) request and obtain a legal proxy giving you the right to vote the shares at the meeting from the organization that holds your shares and (ii) register to attend the 2022 Annual Meeting. Please see “How do I register to attend the virtual 2022 Annual Meeting?” below for information on how to register to attend the 2022 Annual Meeting.
We will host the 2022 Annual Meeting live online via audio webcast. You may attend the 2022 Annual Meeting live online by visiting https://meetnow.global/MWX2G6V. The webcast will start at 10:00 a.m. Mountain Time on November 9, 2022. If you are a stockholder of record, you will need to enter the control number included on your proxy card to enter the 2022 Annual Meeting online. If you are a beneficial owner and have registered in advance to participate in the 2022 Annual Meeting, you will need to enter the control number that you received from Computershare. Online check-in will begin at 9:30 a.m. Mountain Time on November 9, 2022, and you should allow ample time for the online check-in proceedings. if you experience any technical difficulties or have trouble accessing the virtual meeting, contact 1 (800) 736-3001 (toll-free) or +1 (781) 575-3100 (international) or review the instructions on the virtual meeting website.
If you are a stockholder of record, you do not need to register to attend the 2022 Annual Meeting. However, if you are the beneficial owner of your shares, you must register in advance to attend the 2022 Annual Meeting. To register to attend the virtual 2022 Annual Meeting online, you must obtain a legal proxy from your brokerage firm, bank or other nominee and submit proof of your legal proxy reflecting your holdings of our stock, along with your legal name and email address, to our virtual meeting provider, Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time (3:00 p.m. Mountain Time) on November 4, 2022. You will receive a confirmation of your registration by email and a control number after we receive your registration materials. Requests for registration should be directed to the following: •By email: Forward the email from your brokerage firm, bank or other nominee, or attach an image of your legal proxy, to legalproxy@computershare.com. •By Regular Mail: Mail to Computershare, VIAVI Legal Proxy, P.O. Box 43006, Providence, RI 02940-3006 unless this is an overnight request. Overnight requests via Courier Delivery: To Computershare, VIAVI Legal Proxy, 150 Royall Street, Suite 101, Canton, MA 02021. 92 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
You may vote by mail or follow any alternative voting procedure (such as telephone or internet voting) described on your proxy card or your voting instruction card. To use an alternative voting procedure, follow the instructions on each proxy card or your voting instruction card that you receive. The procedures for voting are as follows: Stockholder of Record: Shares Registered in Your Name If you are a stockholder of record, you may vote before the 2022 Annual Meeting: •by telephone or through the internet - to do so, please follow the instructions shown on your Notice of Internet Availability or proxy card; or •by mail - if you request or receive a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the meeting in the pre-paid envelope provided; or •You may also vote during the 2022 Annual Meeting through the internet. If you want to vote by telephone before the meeting, your votes must be submitted by 11:59 p.m. Eastern Time (9:59 p.m. Mountain Time), on November 8, 2022. If you want to vote through the internet, your votes can be submitted before and during the 2022 Annual Meeting. Submitting your proxy, whether by telephone, through the internet or by mail if you request or received a paper proxy card, will not affect your right to vote should you decide to attend the virtual 2022 Annual Meeting. Beneficial Owner: Shares Registered in the Name of a Broker or Other Nominee If you are not the stockholder of record, please refer to the voting instructions provided by your nominee regarding how to vote your shares. Your vote is important. To ensure that your vote is counted, complete and mail the voting instruction card provided by your brokerage firm, bank, or other nominee as directed by your nominee. To vote at the 2022 Annual Meeting, you must obtain a legal proxy from your nominee and register to attend the meeting. Please see “How do I register to attend the virtual 2022 Annual Meeting?” above for information on how to register to attend the 2022 Annual Meeting. Whether or not you plan to attend the meeting, we urge you to vote your voting instruction card to ensure that your vote is counted. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor by any of the methods listed below: Morrow Sodali 333 Ludlow Street 5th Floor, South Tower Stamford, CT 06902 Stockholders, Banks and Brokers Call: 1 (800) 662-5200
We will make available an electronic list of stockholders of record as of the record date for inspection by stockholders from October 30, 2022 through November 8, 2022. To access the electronic list during this time, please send your request, along with proof of ownership, by email to investor.relations@viavisolutions.com. You will receive confirmation of your request and instructions on how to view the electronic list online.
Pursuant to rules adopted by the SEC, we have elected to provide stockholders with access to our proxy materials over the internet. Most of our stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the “Notice of Internet Availability of Proxy Materials” (the “Notice”), which was mailed on or about September 29, 2022 to our stockholders as of the record date, will instruct you as to how you may access and review all of the proxy materials on the internet. The Notice also instructs you as to how you may submit your proxy on the internet. If you would like to receive a paper or e-mail copy of our proxy materials, you should follow the instructions in the Notice for requesting such materials. We encourage stockholders to take advantage of the availability of our proxy materials via the internet to help reduce the environmental impact of our annual meetings.
The Notice will provide you with instructions regarding how to: •View our proxy materials for the 2022 Annual Meeting on the internet; and •Instruct us to send our future proxy materials to you electronically by e-mail. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it. VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 93
If you would prefer to continue receiving paper copies of proxy materials, please mark the “Paper Copies” box on your proxy card (or provide this information when you vote telephonically or via the internet). The Company must provide paper copies via first class mail to any stockholder who, after receiving the Notice, requests a paper copy. Accordingly, even if you do not check the “Paper Copies” box now, you will still have the right to request delivery of a free set of proxy materials upon receipt of any Notice in the future. Additionally, you may request a paper copy of the materials by (i) calling 1-800-962-4284 or 781-575-3120 for international callers; (ii) sending an e-mail to investorvote@computershare.com; or (iii) logging onto https://www.computershare.com/investor. There is no charge to receive the materials by mail. If requesting material by e-mail, please include the “Control Number” (located on the front page of the Notice).
The proxy materials include this Proxy Statement and our Annual Report on Form 10-K for the year ended July 2, 2022, as filed with the SEC on August 19, 2022 (the “Annual Report”). These materials were first made available to you via the internet on or about September 29, 2022. Our principal executive offices are located at 1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286, and our telephone number is (408) 404-3600. We maintain a website at www.viavisolutions.com. The information on our website is not a part of this Proxy Statement.
Some brokers and other nominee record holders may be participating in the practice of “householding” proxy statements and annual reports, which results in cost savings for the Company. Householding means that only one copy of the Proxy Statement and Annual Report or Notice of Internet Availability of Proxy Materials will be sent to multiple stockholders who share an address. The Company will promptly deliver a separate copy of either document to any stockholder who contacts the Company’s Investor Relations Department at 408-404-6305 or 3047 Orchard Parkway, Suite 10, San Jose,
When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the 2022 Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described below. If any matters not described in this Proxy Statement are properly presented at the 2022 Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the 2022 Annual Meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described under “Can I change my vote or revoke my proxy after submitting my proxy?”
The presence at the 2022 Annual Meeting, in person or by proxy, of the holders of a majority of the shares of our common stock outstanding and entitled to vote on the record date will constitute a quorum permitting the 2022 Annual Meeting to conduct its business.
The following proposals are scheduled to be voted on at the 2022 Annual Meeting: 1.To elect the nine nominees named in the Proxy Statement as Directors to serve until the 2023 Annual Meeting or until their respective successors are elected and qualified. 2.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm (the “independent auditors”) for fiscal year 2023. 3.To approve, on a non-binding advisory basis, the compensation of our named executive officers for fiscal year 2022, as set forth in the Proxy Statement. 4.To consider such other business as may properly come before the 2022 Annual Meeting and any adjournment or postponement thereof.
The Board recommends that you vote “FOR” each of the proposals presented in this Proxy Statement. Specifically, the Board recommends you vote: •“FOR” the election of the Directors, •“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for fiscal year 2023, and •“FOR” the approval of the compensation of our named executive officers. 94 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement
Under Delaware law, an abstaining vote and a broker non-vote are counted as present and are included for purposes of determining whether a quorum is present at the 2022 Annual Meeting. Broker non-votes are not included in the tabulation of the voting results on the election of Directors or issues requiring approval of a majority of the shares present or represented by proxy and entitled to vote at the 2022 Annual Meeting. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting authority with respect to that item and has not received instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held by them as nominee, brokers have the discretion to vote such shares only on routine matters. Where a matter is not considered routine, shares held by your broker will not be voted absent specific instruction from you, which means your shares may go unvoted and not affect the outcome if you do not specify a vote. None of the matters to be voted on at the 2022 Annual Meeting are considered routine, except for the ratification of the Company’s independent auditors. For the purpose of determining whether the stockholders have approved matters, other than the election of Directors, abstentions will have the same effect as a vote against the proposal.
Proposal 1. Each Director must be elected by the affirmative vote of a majority of the shares of our common stock cast with respect to such Director by the shares present in person or represented by proxy at the 2022 Annual Meeting and entitled to vote on the proposal. This means that the number of votes cast for a Director must exceed the number of votes cast against that Director, with abstentions and broker non-votes not counted as votes cast as either for or against such Director’s election. Proposal 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote on this proposal at the 2022 Annual Meeting. Abstentions and broker non-votes will be counted towards a quorum. As a result, abstentions will have the same effect as votes against the proposal. Brokers will have discretion to vote on this proposal. Proposal 3. Approval of the non-binding advisory vote on the Company’s named executive officers requires the affirmative vote of a majority of the shares of our common stock present or represented by proxy and entitled to vote on this proposal at the 2022 Annual Meeting. Abstentions and broker non-votes will be counted towards a quorum. As a result, abstentions will have the same effect as votes against the proposal. Broker non-votes will have no effect on the outcome of this proposal. All shares of our common stock represented by valid proxies will be voted in accordance with the instructions contained therein. In the absence of instructions, proxies from holders of our common stock will be voted in accordance with the recommendations set forth in the Proxy Statement.
A representative of our transfer agent, Computershare will tabulate the votes and act as inspector of election.
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except as necessary to meet applicable legal requirements or to allow for the tabulation and/or certification of the vote.
You may revoke your proxy at any time before the final vote deadline of 11:59 p.m. Eastern Time (9:59 p.m. Mountain Time) on November 8, 2022. You may do so by one of the following ways: •submitting another proxy card bearing a later date; •sending a written notice of revocation to the Company’s Secretary at 1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286; or •submitting new voting instructions via telephone or the internet. For shares you hold beneficially in street name, you generally may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the 2022 Annual Meeting and voting in person.
This solicitation is made by the Company. The Company will bear the cost of soliciting proxies, including preparation, assembly, printing and mailing of the Proxy Statement. If you are a holder of our common stock and if you choose to access the proxy materials and/or vote over the Internet, you are responsible for Internet access charges you may incur. If you choose to vote by telephone, you are responsible for telephone charges you may incur. The Company has retained the services of Morrow Sodali LLC. as its proxy solicitor for this year for a fee of approximately $10,000 plus reasonable out-of-pocket costs and expenses. In addition, the Company will reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain of the Company’s directors, officers and regular employees, without VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | 95
additional compensation, either personally, by telephone, facsimile, or telegram.
The Company will announce the preliminary results at the 2022 Annual Meeting and publish the final results in a Current Report on Form 8-K within four business days after the 2022 Annual Meeting. Stockholders may also find out the final results by calling the Company’s Investor Relations Department at (408) 404-6305.
In order for stockholder proposals to be considered properly brought before an annual meeting, the stockholder must have given timely notice in writing to the Company’s Secretary at 1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286. To be timely for the 2023 Annual Meeting, a stockholder’s notice must be received by the Company at its principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the date of the prior year’s annual meeting; provided, however, that if no meeting was held the prior year, or if the date of the annual meeting is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 60 days, notice must be received by the Company no later than the 90th day prior to the annual meeting or the 10th day following the public announcement of the meeting date. Therefore, to be timely for the 2023 Annual Meeting, the Secretary must receive the written notice no earlier than the start of business on August 11, 2023 and no later than the close of business on September 10, 2023. Our Bylaws specify the requirements as to the form and content of a stockholder’s notice. We recommend that any stockholder wishing to bring any item before an annual meeting review a copy of our Bylaws, as amended and restated to date, which can be found at www.viavisolutions.com. We will not entertain any proposals at the 2023 Annual Meeting that do not meet the requirements set forth in the Company’s Bylaws. If the stockholder does not comply with the requirements of Rule 14a-4(c)(2) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such stockholder proposal. Proposals that a stockholder intends to present at the 2023 Annual Meeting and wishes to be considered for inclusion in the Company’s Proxy Statement for the 2023 Annual Meeting must be received by the Company at its principal executive offices not less than 120 days prior to the anniversary date the Proxy Statement for the Annual Meeting was made available to stockholders. Therefore, for a stockholder proposal to be considered for inclusion in the Company’s Proxy Statement for the 2023 Annual Meeting, the Secretary must receive the written proposal no later than May 30, 2023. If we change the date of the 2023 Annual Meeting by more than 30 days from the anniversary of the date of this year’s meeting, then the deadline to submit proposals will be a reasonable time before we begin to print and mail our proxy materials. All such proposals must comply with Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in Company- sponsored proxy materials.
Stockholders wishing to nominate candidates for director positions may do so by providing a timely notice in writing to the Company’s Secretary at 1445 South Spectrum Blvd, Suite 102, Chandler, Arizona 85286, not less than 60 days nor more than 90 days prior to the first anniversary of the date of the prior year’s annual meeting to assure time for meaningful consideration by the Governance Committee and include in such notice, the information required by our Bylaws; provided, however, that if no meeting was held the prior year, or if the date of the annual meeting is advanced by more than 30 days or delayed (other than as a result of adjournment) by more than 60 days, notice must be received by the Secretary no later than the 90th day prior to the annual meeting or the 10th day following the public announcement of the meeting date. Therefore, to be timely for the 2023 Annual Meeting, the Secretary must receive written notice no earlier than the start of business on August 11, 2023 and no later than the close of business on September 10, 2023. We recommend that any stockholder wishing to nominate a director review a copy of our Bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than the close of business on September 10, 2023. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements. 96 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement APPENDIX A - GAAP to Non-GAAP Reconciliations The Company provides non-GAAP operating income, non-GAAP operating margin, non-GAAP net income Non-GAAP financial measures are not in accordance with, preferable to, or an alternative for, generally accepted accounting principles in the United States. The Company believes providing this additional information allows investors to see Company results through the eyes of The non-GAAP adjustments •Cost of revenues, costs of research and development and costs of selling, general and administrative:The Company’s GAAP presentation of gross margin and operating expenses may include (i)additional depreciation and amortization from changes in estimated useful life and the write-down of certain property, equipment and intangibles that have been identified for disposal but remained in use until the date of disposal, (ii) workforce related charges such as severance, retention bonuses and employee relocation costs related to formal restructuring plans, (iii) costs for facilities not required for ongoing operations, and costs related to the relocation of certain equipment from these facilities and/or contract manufacturer facilities, (iv) stock-based compensation, (v) changes in fair value of contingent consideration liabilities and (vi) other charges unrelated to our core operating performance comprising mainly of acquisition related transaction costs, amortization of acquisition related inventory step-up, integration costs related to acquired entities, litigation and other costs and contingencies unrelated to current and future operations, including transformational initiatives such as the implementation of simplified automated processes, site consolidations, and reorganizations. The Company excludes these items in calculating non-GAAP operating income, non-GAAP operating margin, non-GAAP net income •Amortization of intangibles: The Company includes amortization expense related to intangibles in its GAAP presentation of cost of revenues and operating expense. The Company excludes these significant non-cash items in calculating non-GAAP operating income, non-GAAP operating margin, non-GAAP net income •Income tax expense or benefit: The Company excludes certain non-cash tax expense or benefit items, such as the utilization of net operating losses where valuation allowances were released, intra-period tax allocation benefit, VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement | A-1
A reconciliation of GAAP financial measures to Non-GAAP financial measures
Note: Certain totals may not
(1)Other items include charges unrelated to core operating performance primarily A-2 | VIAVI Solutions Inc. | FY 2022 Notice of Annual Meeting & Proxy Statement    01 - Richard E. Belluzzo 04 - Tor Braham 07 - Masood A. Jabbar 02 - Keith Barnes 05 - Timothy Campos 08 - Oleg Khaykin 03 - Laura Black 06 - Donald Colvin For Withhold For Withhold For Withhold 9 2 B V 09 - Joanne Solomon Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03P1WB + + Proposals — The Board of  Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/VIAV Notice of 2022 Annual Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting — November 9, 2022 Henk Derksen, Kevin Siebert, and Nandini Acharya, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if the undersigned attended the Annual Meeting of Shareholders of Viavi Solutions Inc. to be held on November 9, 2022 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2-3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Viavi Solutions Inc. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Change of Address — Please print new address below. Comments — Please print your comments below. Non-Voting ItemsC + + Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: www.edocumentview.com/VIAV The 2022 Annual Meeting of Shareholders of Viavi Solutions Inc. will be held on November 9, 2022 at 10:00 a.m. Mountain Time, Access begins at 9:30 a.m., Mountain Time virtually via the internet at https://meetnow.global/MWX2G6V. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.  | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
