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PROXY STATEMENT

20162018 ANNUAL MEETING OF STOCKHOLDERS

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS

AND VOTING PROCEDURAL MATTERS

Annual Meeting

Choosing to receive the Notice by email will save us the cost of printing and mailing the documents to you and will reduce the impact of the Annual Meeting on the environment. If you choose to receive the Notice by email, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive the Notice by email will remain in effect until you terminate it.

On the date of mailing of the Notice, all stockholders of record and beneficial owners will have the ability to access all of our proxy materials on a website referred to in the Notice. These proxy materials will be available free of charge.

We are not currently aware of any other business to be acted upon at the Annual Meeting. If any other matters are properly submitted for consideration at the Annual Meeting, including any proposal to adjourn the Annual Meeting, the persons named as proxies will vote the shares represented thereby at their discretion. Adjournments of the Annual Meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by approval of the holders of common stock representing a majority of the votes present in person or by proxy at the Annual Meeting, whether or not a quorum exists, without further notice other than by an announcement at the Annual Meeting.

Proposal 22——Approval, onThe approval of an advisory basis,amendment and restatement of the compensation2016 Plan to (i) increase the number of Infinera’s named executive officersshares authorized for issuance thereunder by 1,500,000 shares and (ii) effect various technical revisions and improvements, requires the affirmative vote of a majority of the total votes cast by holders of shares present in person, or represented by proxy, and entitled to vote on this proposal at the Annual Meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote “AGAINST” this proposal. Brokernon-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal and will not affect the outcome of the vote. The Board unanimously recommends that you vote your shares “FOR” Proposal 2.

Proposal 3—ApprovalThe approval of an amendment and restatement of the 2016 Plan2007 ESPP to (i) increase the number of shares authorized for issuance thereunder by 4,500,000 shares and (ii) effect various technical revisions and improvements, requires the affirmative vote of a majority of the total votes cast by holders of shares present in person, or represented by proxy, and entitled to vote on this proposal at the Annual Meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote “AGAINST” this proposal. Brokernon-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal and will not affect the outcome of the vote. The Board unanimously recommends that you vote your shares “FOR” Proposal 3.

Proposal 44——RatificationThe approval, on an advisory basis, of the appointmentcompensation of Ernst & Young LLP as Infinera’s independent registered public accounting firm for the fiscal year ending December 31, 2016,NEOs requires the affirmative vote of a majority of the total votes cast by holders of shares present in person, or represented by proxy, and entitled to vote on this proposal at the Annual Meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal. Abstentions are deemed to be votes cast and have the same effect as a vote “AGAINST” this proposal. Brokernon-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal and will not affect the outcome of the vote. The Board unanimously recommends that you vote your shares “FOR” Proposal 4.

Proposal 5—The ratification of the appointment of Ernst & Young LLP as Infinera’s independent registered public accounting firm for the fiscal year ending December 29, 2018, requires the affirmative vote of a majority of the total votes cast by holders of shares present in person, or represented by proxy, and entitled to vote on this proposal at the Annual Meeting. You may vote “FOR,” “AGAINST” or “ABSTAIN” on this proposal.

Abstentions are deemed to be votes cast and have the same effect as a vote “AGAINST” this proposal. Brokernon-votes, if any, are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal and will not affect the outcome of the vote. The Board unanimously recommends that you vote your shares“FOR” Proposal 5.

Stock Ownership

Beneficial Owners—Many stockholders hold their shares through a broker, trustee or other nominee, rather than directly in their own name. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” The Notice has been forwarded to you by your broker, trustee or other nominee who is considered, with respect to those shares, the stockholder

of record. As the beneficial owner, you have the right to direct your broker, trustee or other nominee on how to vote your shares. For directions on how to vote shares beneficially held in street name, please refer to the voting instruction card provided by your broker, trustee or other nominee. Because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting unless you obtain a legal proxy issued in your name from the broker, trustee or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting.

Quorum and Voting

Under the General Corporation Law of the State of Delaware, as amended, abstentions and brokernon-votes are counted as present and entitled to vote and are included for purposes of determining whether a quorum is present at the Annual Meeting.

NEO compensation (Proposal 4) are “non-routine”“non-routine” matters for which discretionary voting power does not exist under applicable rules. A broker, trustee or other nominee cannot vote without instructions onnon-routine matters, and therefore, brokernon-votes may exist in connection with Proposals 1 2 and 3.through 4. Thus, if you hold your shares beneficially in street name and you do not instruct your broker, banktrustee or other nominee how to vote with respect to Proposals 1 2 and 3,through 4, no votes will be cast on your behalf.

The ratification of Ernst & Young LLP as our independent registered public accounting firm (Proposal 4)5) is considered a “routine” matter for which discretionary voting power exists under applicable rules. A broker, trustee or other nominee may generally vote on routine matters, and therefore no brokernon-votes are expected to exist in connection with Proposal 4.5.

Beneficial Owners—Shares held beneficially in street name may be voted in person at the Annual Meeting only if you obtain a legal proxy issued in your name from the broker, trustee or other nominee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Otherwise, you will not be permitted to vote at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we recommend that you submit your vote as described in the Notice and below, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Internet—Stockholders of record with Internet access may submit proxies by following the instructions on the Notice. Most of our stockholders who hold shares beneficially in street name may vote by accessing the website specified in the voting instructions provided by their brokers, trustees or other nominees.

Telephone—Depending on how your shares are held, you may be able to vote by telephone. If this option is available to you, you will receive information explaining this procedure.

Mail—If you are a stockholder of record and have not already received one, you may request a proxy card from Infinera, and indicate your vote by completing, signing and dating the card where indicated and returning it in the prepaid envelope that will be included with the proxy card.

Stockholders of Record—If you are a stockholder of record, you may change your vote by (1) filing with our Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy relating to the same shares, or (2) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not, by itself, revoke a proxy). Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or should be sent to our principal executive offices, Attn: Corporate Secretary. A stockholder of record who has voted via the Internet or by telephone may also change his or her vote by making a timely and valid Internet or telephone vote at a later time but prior to 11:59 p.m. Eastern Time, on the day prior to the Annual Meeting.

Beneficial Owners—If you are a beneficial owner of shares held in street name, you may change your vote by (1) submitting new voting instructions by any of the applicable voting methods allowed to your broker, trustee or other nominee, or (2) attending the Annual Meeting and voting in person if you have obtained a proxy voting form from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares.

Q:	Who will bear the cost of soliciting votes for the Annual Meeting?

A representative from ComputershareBroadridge will serve as the inspector of election.

Additional Information

Q:	How can I view or request copies of Infinera’s corporate documents and SEC filings?

We will promptly deliver free of charge, upon request, a copy of our Corporate Governance Guidelines, Board committee charters or Code of Business Conduct and Ethics to any stockholder requesting a copy. Requests should be directed to Infinera Corporation, c/o Corporate Secretary, 140 Caspian Court, Sunnyvale, California 94089.

We will promptly deliver free of charge, upon request, a copy of the 20152017 Annual Report and this Proxy Statement to any stockholder requesting a copy. Requests should be directed to Infinera Corporation, c/o Corporate Secretary, 140 Caspian Court, Sunnyvale, California 94089.

PROPOSAL 1—ELECTION OF DIRECTORS

General

The Board currently consists of nineeight directors and is divided into three classes. Each class of the Board serves a staggered three-year term. Our Class IIIII directors, whose terms expire at the Annual Meeting, are John P. Daane, Marcel GaniPaul J. Milbury and Mark A. Wegleitner. On January 14, 2016, Carl Redfield informed the Board that he will be resigning from the Board effective immediately prior to the Annual Meeting and will not be standing for re-election. In addition, on January 26, 2016, James A. Dolce, Jr. resigned from the Board. After the Annual Meeting, the Board will consist of eight members.David F. Welch, Ph.D.

There are threetwo nominees for election to Class IIIII of the Board this year, Messrs. Daane, GaniMr. Milbury and Wegleitner.Dr. Welch. The nomination of these directors to stand for election at the Annual Meeting has been recommended by the Nominating and Governance Committee and has been approved by the Board. EachBoth of the nominees for our Class IIIII directors, if elected, will serve for a three-year term expiring at the 20192021 Annual Meeting of Stockholders, or until his successor is duly elected and qualified, or until his earlier death, resignation or removal from the Board.

On February 24, 2016, the Board approved an amendment and restatement of our Bylaws to provide for majority voting in the election of directors. TheOur Bylaws provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected, each director nominee be elected to the Board if themust receive a majority of votes cast with respect to that director nominee. Should one of the nominees up for such nominee’s election exceed thenot receive a majority of votes cast, against such nominee’s election. Thethe Board, after taking into consideration the recommendation of the Nominating and Governance Committee, will determine whether or not to accept thepre-tendered resignation of such nominee. The Board will publicly disclose its decision and its rationale within 90 days of the certification of the election results. The director whose resignation is under consideration shall abstain from participating in any nominee for director, in an uncontested election,decision regarding that resignation.

We believe the current Board consists of a diverse group of professionals, including former CEOs, CFOs and industry leaders, who receivesbring significant leadership and distinct qualities and skill sets to Infinera. This group provides a greater numberdiverse range of votes against his or her election than votes for such election.perspectives and experience to engage each other and management to effectively represent our stockholders.

Director Qualifications

The Nominating and Governance Committee reviews candidates for service on the Board and recommends nominees for election to fill vacancies on the Board, including nomination forre-election of directors whose terms are due to expire. In discharging its responsibilities to nominate candidates for election to the Board, the Nominating and Governance Committee endeavors to identify, recruit and nominate candidates characterized by wisdom, maturity, sound judgment, excellent business skills and high integrity. The Nominating and Governance Committee generally recommends that any new director be appointed to the class of directors that is up for re-election at the next annual meeting of stockholders, while maintaining the quality of distribution of the three classes of directors that comprise the Board. The Nominating and Governance Committee seeks to assure that the Board is composed of individuals of diverse backgrounds who have a variety of complementary experience, training and relationships relevant to our business. This diversity of background and experience includes ensuring that the Board includes individuals with experience orand skills sufficient to meet the requirements of the various rules and regulations of NASDAQthe SEC and the SEC,Nasdaq, such as the requirements to have a majority of independent directors and an Audit Committee Financial Expert. In nominating candidates to fill vacancies created by the expiration of the term of a director, the Nominating and Governance Committee determines whether the incumbent director is willing to stand forre-election. The Nominating and Governance Committee evaluates each director’s performance to determine suitability forre-election, taking into consideration, among other things, each director’s willingness to fully participate and contribute to the Board and its committees, ability to work constructively with the rest of the members of the Board, personal and professional integrity and familiarity with our business, operations and markets.

EachBoth of the nominees to fill positions as Class IIIII directors hashave consented to serve if elected. However, if any of the persons nominated by the Board subsequently declines to accept election, or is otherwise unavailable for election prior to the Annual Meeting, proxies solicited by the Board will be voted by the proxy holders for the election of any other person or persons as the Board may recommend, at its option, or may decide to further reduce the number of directors that constitute the entire Board.

Information Regarding Nominees and Continuing Directors

Set forth below is information regarding each person nominated for election as a Class IIIII director at the Annual Meeting, as well as for each director continuing serviceto serve on the Board, including their ages as of March 24, 2016,the Record Date, the periods during which they have served as a director, certain information as to their principal occupations, directorships they hold in corporations whose shares are publicly registered and qualifications for serving as a member of the Board, including the skills, qualities, attributes and experiences that led the Board to determine it is appropriate to nominate these directors.

Nominees for Election as Class IIIII Directors whose terms expire at the 20162018 Annual Meeting of Stockholders. Ifre-elected, the Class II Directors terms would expire at the 2021 Annual Meeting of Stockholders.

Incumbent Class III Directors whose terms would expire at the 2019 Annual Meeting of Stockholders.

Mark A. Wegleitner Director since 2011 Age 6567		Mark A. Wegleitner has been a member of the Board since May 2011. Since April 2011, Mr. Wegleitner has served as President of Wegleitner Consulting, LLC, a privately ownedprivately-owned telecommunications consulting company. From September 2007 until his retirement in July 2010, Mr. Wegleitner served as the Senior Vice President, Technology, for Verizon Communications Inc., a telecommunications company, where his responsibilities included technology assessment, network architecture, platform development and laboratory testing for wireline and wireless communications networks. From July 2000 to September 2007, he served as Chief Technology Officer (“CTO”)CTO for Verizon, with responsibility for wireline communications technologies. Prior to the creation of Verizon, Mr. Wegleitner held various positions in the Network Services division of Bell Atlantic, a telecommunications company, including CTO from January 1999 to July 2000. Prior to joining Bell Atlantic, he worked at Bell Laboratories and AT&T General Departments.   The Board believes that Mr. Wegleitner’s extensive experience in the telecommunications industry provides the Board with a high level of expertise and experience. The Board also benefits from Mr. Wegleitner’s service as Chairman of our Nominating and Governance Committee and ourthe Technology and Acquisition Committee.

Incumbent Class II Directors whose terms expire at the 2018 Annual Meeting of Stockholders.

David F. Welch, Ph.D. Director since 2010 Age 55		David F. Welch, Ph.D. co-founded Infinera and has served as our President since June 2013 and as a member of the Board since October 2010. Dr. Welch has served as our Executive Vice President, Chief Strategy Officer from January 2004 to June 2013, as our Chief Development Officer/Chief Technology Officer from May 2001 to January 2005, as our Chief Marketing Officer from January 2005 to January 2009,Nominating and as a member of our Board from May 2001 to November 2006. Prior to joining Infinera, Dr. Welch served in various executive roles, including as Chief Technology Officer of the Transmission Products Group of JDS Uniphase Corporation, an optical component company, and Chief Technology Officer and Vice President of Corporate Development of SDL Inc., an optical component company. Dr. Welch holds over 130 patents, and has been awarded the Optical Society of America’s (“OSA”) Adolph Lomb Medal, Joseph Fraunhofer Award, the John Tyndall Award and the IET JJ Thompson Medal for Achievement in Electronics, in recognition of his technical contributions to the optical industry. He is a Fellow of OSA and the Institute of Electrical and Electronics Engineers. As co-founder and President of Infinera, Dr. Welch has strong institutional knowledge of Infinera, coupled with a deep technical understanding of the optical networking industry. The Board believes that Dr. Welch’s leadership skills, industry experience and comprehensive technical knowledge provide the Board with an important perspective into our product development, marketing and selling strategies. The Board also benefits from Dr. Welch’s service as a member of our Technology and AcquisitionGovernance Committee.

Incumbent Class I Directors whose terms expire at the 20172020 Annual Meeting of Stockholders.

Kambiz Y. Hooshmand Director since 2009 Age 5456		Kambiz Y. Hooshmand has been a member of the Board since December 2009 and has served as Chairman of the Board since October 2010. From March 2005 to May 2009, Mr. Hooshmand served as President and CEO of Applied Micro Circuits Corporation (“AMCC”), a communications solutions company. From February 2002 to March 2005, Mr. Hooshmand served as Group Vice President and General Manager of Cisco Systems. From March 2000 to February 2002, Mr. Hooshmand served as Vice President and Division General Manager of the DSL Business Unit at Cisco Systems. From June 1997 to February 2000, Mr. Hooshmand served as Cisco Systems’ Vice President of Engineering. From January 1992 to June 1997, Mr. Hooshmand served as Director of Engineering of StrataCom, Inc., a networking solutions company, which was acquired by Cisco Systems. Mr. Hooshmand previously served on the board of directors ofPower-One, Inc., an energy efficient power solutions company, from October 2009 to July 2013.Power-One was acquired by ABB Ltd., a power and automation technology company, in July 2013.   As the Chairman of the Board of Infinera, Mr. Hooshmand brings his leadership skills, industry experience and comprehensive knowledge of our business, financial position and operations to the BoardBoard’s deliberations. Mr. Hooshmand brings significant executive management and technical experience in the networking industry as a result of his executive positions at AMCC, Cisco Systems and StrataCom. The Board also benefits from Mr. Hooshmand’s service as a member of ourthe Audit Committee, Nominating and Governance Committee and Technology and Acquisition Committee.

Vote Required

Directors are elected by a majority vote, which means that each of the threetwo director nominees requires the affirmative vote of a majority of the votes cast in order to be elected. Abstentions will have the same effect as an “AGAINST” vote. Brokernon-votes are not deemed to be votes cast and, therefore, are not included in the tabulation of the voting results on this proposal and will not affect the outcome of the vote.

Proposal 1—Recommendation of the Board

The Board unanimously recommends a vote “FOR” the election of each of the threetwo Class IIIII nominees listed above.

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

We have adopted a number of policies and practices, some of which are described below, that highlight our commitment to sound corporate governance principles. We also maintain a Corporate Governance section on the Investor Relations page on our website, which can be found at www.infinera.com.

Independence of the Board

In accordance with the current listing standards of NASDAQ,Nasdaq, the Board, on an annual basis, affirmatively determines the independence of each director or nominee for election as a director. The Board has determined that, with the exception of Mr. Fallon and Dr. Welch, both of whom are employees of Infinera, all of its members are “independent directors,” using the definition of that term in the listing standards of NASDAQ.Nasdaq. Also, all members of the Audit Committee, Compensation Committee and Nominating and Governance Committee, as more fully described below, are independent directors.

Stockholder Communications with the Board

Stockholders may communicate with the Board by writing to the following address:

Board of Directors

c/o Corporate Secretary

Infinera Corporation

140 Caspian Court

Sunnyvale, California 94089

Communications are distributed to the Board or to any individual director, as appropriate, depending on the facts and circumstances outlined in the communication. At the direction of the Board, all mail received may be opened and screened for security purposes. Communications that are unduly hostile, threatening, illegal or similarly unsuitable will be excluded with the provision that any communication that is filtered out will be made available to any independent ornon-employee director upon request.

Board Leadership Structure

In January 2010, we separatedThe Board believes its current leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of our stockholders, and our overall corporate governance. Separating the positions of Chairman of the Board and CEO. Separating these positionsCEO allows our CEO to focus on ourday-to-day business, while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. While our Bylaws do not require that our Chairman of the Board and CEO positions be separate, the Board believes that having separate positions is the appropriate leadership structure for Infinera at this time and demonstrates our commitment to good corporate governance practices. The Board has assigned the Chairman of the Board with responsibility for presiding over meetings of the Board, developing meeting agendas, facilitating communication between management and the Board, representing director views to management and improving meeting effectiveness, among other things. Mr. Hooshmand has served as Chairman of the Board since October 2010.

The Board believes that its leadership structure is appropriate. The Board also believes that the combination of an independent chairman, three of our four committees comprised entirely of independent directors and the regular use of executive sessions of the independent directors enables the Board to maintain independent oversight of our strategies and activities.

Board Oversight of Risk

Risk is inherent with every business and the Board is responsible for overseeing our risk management function. Members of our senior management team are responsible for implementation of ourday-to-day risk management processes, while the Board, as a whole and through its committees, has responsibility for the oversight of overall risk management. In its risk oversight role, the Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. In addition, each of the committees of the Board considers any risks that may be within its area of

responsibilities and Board members, or Board committee members, periodically engage

in discussions with members of our senior management team as appropriate. Specifically, the Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with certain public reporting requirements. 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. The Nominating and Governance Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance. The Technology and Acquisition Committee assists the Board in fulfilling its oversight responsibilities with respect to managing the risks associated with technology development and acquisitions and investments. Each of the committee Chairschairs reports to the full Board at regular meetings concerning the activities of the committee, the significant issues it has discussed and the actions taken by the committee.

Code of Business Conduct and Ethics

We recently updated ourhave adopted a Code of Business Conduct and Ethics, which applies to all of our employees, officers (including our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions) and our directors. The Code of Business Conduct and Ethics reflects our policy of dealing with all persons, including our customers, employees, investors and suppliers, with honesty and integrity. All employees are required to complete training on our Code of Business Conduct and Ethics. A copy of our Code of Business Conduct and Ethics is posted on our website atwww.infinera.com in the Corporate Governance section on our Investor Relations page. You may also obtain a copy of our Code of Business Conduct and Ethics without charge by writing to: Infinera Corporation, c/o Corporate Secretary, 140 Caspian Court, Sunnyvale, California 94089. We intend to disclose future amendments to certain provisions of our Code of Business Conduct and Ethics, or waivers of such provisions, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and our directors on our website identified above or on a Current Report on Form8-K if required by the applicable listing standards.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines which govern, among other things, boardBoard composition, boardBoard responsibilities, committee composition, management succession and stockholder communications. You can access these Corporate Governance Guidelines, along with other materials such as Board committee charters, on our website atwww.infinera.com in the Corporate Governance section on our Investor Relations page.

Stock Ownership Policy

The Board believes that it is important to link the interests of our directors and management to those of our stockholders. Accordingly, the Board has adopted a Stock Ownership Policy for our directors and executive officers who are designated as reporting officers under Section 16 of the Exchange Act (“Section 16 Officers”). For additional information regarding our Stock Ownership Policy, please see the section entitled “Compensation Discussion and Analysis—Additional Information Regarding Our Compensation Practices – Practices—Stock Ownership Policy.”

Information Regarding the Board and its Committees

The Board met eightsix times during fiscal 2015.2017. The Board did not actacted by written consent two times during fiscal 2015.2017. During fiscal 2015,2017, each director then in office attended 75% or more of the meetings of the Board and the committees on which he served during the period for which he was a director, committee chairman or committee member, as applicable. Our independent directors meet in executive sessions, without management present, during most regular meetings of the Board. Directors are encouraged, but not required, to attend our annual meetings of stockholders. Two members of the Board attended our 20152017 Annual Meeting of Stockholders.

The Board has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, and a Technology and Acquisition Committee. Mr. Fallon does not serve on any

committees of the Board. All members served the entire fiscal year unless otherwise noted. The following table provides membership and meeting information for the Board and each of the committees of the Board as of the end of fiscal 2015:2017:

C = Chairman; M = Member

Below is a description of each standing committee of the Board as well as the current composition of each committee.

Audit Committee

The Audit Committee reviews and monitors our financial statements, financial reporting process and our external audits, including, among other things, our internal controls and audit functions, the results and scope of the annual audit and other services provided by our independent registered public accounting firm as well as our compliance with legal matters that have a significant impact on our financial statements. OurThe Audit Committee also consults with our management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs. OurThe Audit Committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, ourthe Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Any related party transactions are subject to approval by ourthe Audit Committee. A more detailed description of the Audit Committee’s functions can be found in our Audit Committee charter. In addition, the Audit Committee meets in executive sessions, without management present and with the independent registered public accounting firm, during most regular meetings of the Audit Committee. A copy of the Audit Committee charter is available on our website atwww.infinera.com in the Corporate Governance section on our Investor Relations page.

The current members of the Audit Committee are Messrs. Gani, Hooshmand and Milbury. Mr. Milbury chairs the Audit Committee. Each current member of the Audit Committee served the entire fiscal year. The Audit Committee met eightnine times during fiscal 2015.2017. The Audit Committee did not act by written consent during fiscal 2015.2017. Each member of ourthe Audit Committee is independent for Audit Committee purposes under the rules and regulations of the SEC and the listing standards of NASDAQ.Nasdaq. In addition to qualifying as independent under the NASDAQNasdaq rules, each member of ourthe Audit Committee can read and understand fundamental financial statements in accordance with NASDAQNasdaq Audit Committee requirements. The Board has determined that Messrs. Gani and Milbury are each an “Audit Committee Financial Expert” as defined in Item 407(d)(5)(ii) of RegulationS-K. The designation does not impose on Messrs. Gani and Milbury any duties, obligations or liabilities that are greater than are generally imposed on them as members of the Audit Committee and the Board.

Compensation Committee

The Compensation Committee has the responsibility, authority and oversight relating to the development of our overall compensation strategy and compensation policies and programs. The Compensation Committee establishes our compensation philosophy and policies, administers all of our compensation plans for executive officers, and recommends the compensation for thenon-employee directors of the Board. The Compensation

Committee seeks to assure that our compensation policies and practices promote stockholder interests and support our compensation objectives and philosophy as described in more detail in the Compensation Discussion and Analysis section of this Proxy Statement.

The Compensation Committee also oversees, reviews and administers all of our material employee benefit plans, including our 401(k) plan, and reviews and approves various other compensation policies and matters. The Compensation Committee may form and delegate authority to one or more subcommittees as appropriate. A more detailed description of the Compensation Committee’s functions can be found in our Compensation Committee charter. A copy of the Compensation Committee charter is available on our website atwww.infinera.com in the Corporate Governance section on our Investor Relations page.

During fiscal 2015, the members of the Compensation Committee were Messrs. Milbury, Redfield and Wegleitner. The current members of the Compensation Committee as of February 24, 2016 are Messrs. Daane, Gani Milbury and Redfield.Milbury. Mr. Wegleitner chairedGani chairs the Compensation Committee. Each current member of the Compensation Committee through February 24, 2016 and was replaced as chair by Mr. Gani.served the entire fiscal year. The Compensation Committee met sevenfive times during fiscal 2015.2017. The Compensation Committee acted by written consent one timeonce during fiscal 2015.2017. Each member of ourthe Compensation Committee is anon-employee director, as defined in Rule16b-3 promulgated under the Exchange Act, an outside director, as defined pursuant to Section 162(m) (“Section 162(m)”) of the Internal Revenue Code, (“Section 162(m)”as amended (the “Code”) and satisfies the director and compensation committee independence requirements under the listing standards of NASDAQ.

On January 14, 2016, Mr. Redfield informed the Board that he will be resigning from the Board and as a member of the Compensation Committee effective immediately prior to the Annual Meeting and will not be standing for re-election.Nasdaq.

Non-Executive Equity Award Subcommittee

The guidelines for the size of new hire, promotional and annual retention equity awards for Section 16 Officers are reviewed and approved by the Compensation Committee. The Compensation Committee has delegated to theNon-Executive Equity Award Subcommittee (the “Subcommittee”), consisting of the CEO, General Counsel and Senior Vice President of Human Resources, the authority to formally approve new hire, promotional and annual retention equity awards to certain employees pursuant to guidelinespre-approved by the Compensation Committee. The delegation to the Subcommittee does not include the authority to grant equity awards to new employees who are or are reasonably expected to become Section 16 Officers or to current Section 16 Officers. The delegation of authority to the Subcommittee is not exclusive and the Board and Compensation Committee have retained the right to approve any equity awards at their discretion. The Subcommittee acted by written consent 12 times during fiscal 2015.2017.

Nominating and Governance Committee

The Nominating and Governance Committee reviews and recommends changes to corporate governance policies and practices applicable to Infinera. In addition, the Nominating and Governance Committee is responsible for identifying, evaluating and making recommendations of nominees to the Board and evaluating the performance of the Board and individual directors, including those eligible forre-election at the annual meeting of stockholders. The Nominating and Governance Committee also oversees an annual board evaluation process to determine whether the Board is functioning effectively. The Nominating and Governance Committee is also responsible for reviewing developments in corporate governance practices, and evaluating and making recommendations to the Board concerning corporate governance matters. In addition, the Nominating and Governance Committee oversees our succession planning process. A more detailed description of the Nominating and Governance Committee’s functions can be found in our Nominating and Governance Committee charter. A copy of the Nominating and Governance Committee charter is available on our website atwww.infinera.com in the Corporate Governance section on our Investor Relations page.

During fiscal 2015, the members of the Nominating and Governance Committee were Messrs. Gani, Hooshmand and Redfield. The current members of the Nominating and Governance Committee as of February 24, 2016 are Messrs. Daane, Hooshmand, Patel Redfield and Wegleitner. Mr. Redfield chairedDaane chairs the Nominating and Governance Committee. Each current member of the Nominating and Governance Committee through February 24, 2016 and was replaced as chair by Mr. Wegleitner.served the entire fiscal year. The Nominating and Governance Committee met fourthree times during fiscal 2015.2017. The Nominating and Governance Committee did not act by written consent during fiscal 2015.2017. Each member of the Nominating and Governance Committee satisfies the independence requirements under the listing standards of NASDAQ.

On January 14, 2016, Mr. Redfield informed the Board that he will be resigning from the Board and as a member of the Nominating and Governance Committee effective immediately prior to the Annual Meeting and will not be standing for re-election.Nasdaq.

Board Nominees and Diversity

The Nominating and Governance Committee reviews and reports to the Board on a periodic basis with regard to matters of corporate governance, and reviews, assesses and makes recommendations on the effectiveness of

our corporate governance policies. In addition, ourthe Nominating and Governance Committee reviews and makes recommendations to the Board regarding the size and composition of the Board and the appropriate qualitiesskills and skillscharacteristics required of our directors in the context of the then-current composition of the Board. This includes an assessment of each candidate’s independence, personal and professional integrity, financial literacy or other professional or business experience relevant to an understanding of our business, ability to think and act independently and with sound judgment, and ability to serve our stockholders’ long-term interests. While we do not have a formal written policy on director diversity, theThe Board and the Nominating and Governance Committee follow a process that we consider diversitybest practices when reviewing the overall composition of the Board and considering the slate of nominees for annual election to the Board and the appointment of individual directors to the Board. Diversity, inThe Board and Nominating and Governance Committee have created a map of key skill sets needed to provide the right level of guidance and oversight to the management team. Within the context of appropriately addressing this context, includes factors such as experience,map of key skills needed on the Board, the Nominating and Governance Committee also considers diversity of background, including gender, ethnicity, specialized expertise geographic location, cultural background, gender and ethnicity.a range of insight gathered from relevant industries. These factors, and others considered useful by ourthe Nominating and Governance Committee, are reviewed in the context of an assessment of the perceived needs of the Board at a particular point in time. As a result, the priorities and emphasis of ourthe Nominating and Governance Committee and of the Board may change from time to time to take into account changes in business and other trends, as well as the portfolio of skills and experience of current and prospective directors.

OurThe Nominating and Governance Committee leads the search for, selects and recommends candidates for election to the Board. Consideration of new director candidates typically involves a series of committee discussions, review of information concerning candidates and interviews with selected candidates. Candidates for nomination to the Board typically have been suggested by other members of the Board or by our executive officers. From time to time, ourthe Nominating and Governance Committee may engage the services of a third-party search firm to identify director candidates. OurThe Nominating and Governance Committee will also consider candidates proposed in writing by stockholders, provided such proposal meets the eligibility requirements for submitting stockholder proposals for inclusion in our next proxy statement and is accompanied by the required information about the candidate specified in Section 2.4 of our Bylaws. Candidates proposed by stockholders are evaluated by ourthe Nominating and Governance Committee using the same criteria as for all other candidates.

If a stockholder wishes to recommend a director candidate for consideration by the Nominating and Governance Committee, pursuant to our Corporate Governance Guidelines, the stockholder must have held at least 1,000 shares of our common stock for at least six months and must notify the Nominating and Governance Committee by writing to our Corporate Secretary at our principal executive offices, and must include the following information:

Technology and Acquisition Committee

The Technology and Acquisition Committee reviews with management, makes recommendations to the Board on and, when expressly authorized by the Board, approves acquisitions, investments, joint ventures and other strategic transactions in which we may engage from time to time. The Technology and Acquisition Committee serves to enhance the Board’s understanding of our technology and product development to allow for better input and direction regarding our strategy, progress and risks. In addition, the Technology and Acquisition Committee also evaluates the execution, financial results and integration of any such potential transactions. In addition, the Technology and Acquisition Committee provides advice and counsel on matters relating to technology development and innovation, as well as enhancing the Board’s understanding to allow for better input and direction regarding our strategy, progress and risks. A more detailed description of the Technology and Acquisition Committee’s functions can be found in our Technology and Acquisition Committee charter. A copy of the Technology and Acquisition Committee charter is available on our website atwww.infinera.com in the Corporate Governance section on our Investor Relations page.

During fiscal 2015, the members of the Technology and Acquisition Committee were Messrs. Dolce, Hooshmand and Wegleitner and Dr. Welch.

The current members of the Technology and Acquisition Committee as of February 24, 2016 are Messrs. Hooshmand, Patel and Wegleitner and Dr. Welch. Mr. Hooshmand chairedWegleitner chairs the Technology and Acquisition Committee. Each current member of the Technology and Acquisition Committee through February 24, 2016 and was replaced as chair by Mr. Wegleitner.served the entire fiscal year. The Technology and Acquisition Committee met three times during fiscal 2015.2017. The Technology and Acquisition Committee did not act by written consent during fiscal 2015. Mr. Dolce resigned as a director effective January 26, 2016.2017.

Compensation Committee Interlocks and Insider Participation

During fiscal 2015,2017, Messrs. Daane, Gani and Milbury served on the Compensation Committee of the Board consisted of Messrs. Milbury, Redfield and Wegleitner.Committee. None of these individuals was at any time during fiscal 2015,2017, or at any other time, an executive officer or employee of Infinera. No member of ourthe Compensation Committee had any relationship with Infinera during fiscal 20152017 requiring disclosure under Item 404 of RegulationS-K under the Exchange Act. None of our executive officers has ever served as a member of the board or compensation committee of any other entity that has or has had one or more executive officers serving as a member of the Board or Compensation Committee.

COMPENSATION OF DIRECTORS

Our compensation program for ournon-employee directors is designed to attract and retain highly-qualified, independent directors to represent stockholders on the Board and to act in their best interests. The Compensation Committee, which consists solely of independent directors, has the primary responsibility for reviewing and recommending any changes to our director compensation program, with compensation changes approved or ratified by the full Board. During fiscal 2015,2017, the Compensation Committee engaged an outside advisor to provide relevant market data regarding our director compensation program in order to review the program. The Compensation Committee and Board determined that a mix of cash compensation and equity awards should continue to be used in our compensation program for ournon-employee directors. Directors who are also employees of Infinera do not participate in our director compensation program, nor do they receive any additional compensation for their service as directors. The full Board last approved some changes to the director cash compensation program in September 2015 that took effect beginning in fiscal 2016 as noted below.2016. The Compensation Committee did not recommend any changes to our director compensation program after its review during fiscal 2017.

Director Fees

During fiscal 2015,2017, our cash compensation program for ournon-employee directors was as follows:

Beginning at the start of fiscal 2016, the Board approved changes to our cash compensation program for non-employee directors as follows: the annual retainer for the Chairman of the Board was increased from $40,000 annually to $50,000 annually; the annual retainer for the members of the Compensation Committee was increased from $8,000 annually to $10,000 annually; the annual retainer for the Chair of the Nominating and Governance Committee was increased from $10,000 annually to $11,000 annually; and the annual retainer for the members of the Nominating and Governance Committee was increased from $5,000 annually to $6,000 annually.

We do not pay any meeting fees for the Board or any of the committees of the Board. We pay the retainer fees set forth above in quarterly installments. Retainer fees are paid in arrears. In addition, we have a policy of reimbursing ournon-employee directors for reasonable travel, lodging and other expenses incurred in connection with their attendance at Board and committee meetings.

Director Equity Awards

Non-employee directors are eligible to receive equity awards as follows:

In addition to the Initial RSU Award, any individual who is first elected or appointed as anon-employee director other than at an annual meeting of stockholders and at least six months prior to the next annual meeting of stockholders will also be eligible for aan RSU award forcovering a number of shares with an aggregate fair market value as reported on NASDAQNasdaq equal to approximately $165,000 pro-ratedprorated for the number of months remaining until the next scheduled annual meeting of stockholders.

For the Annual RSU Award in connection with the 20152017 Annual Meeting of Stockholders, we granted RSU awards in the amount of 7,913covering 15,566 shares of Infinera common stock to eachnon-employee director then in office. These RSU awards vest in full on May 12, 2016,24, 2018, subject to eachnon-employee director’s continued service to Infinera on the applicable vesting date.

Fiscal 20152017 Director Compensation

The following table sets forth all of the compensation awarded to or earned by thenon-employee members of the Board in fiscal 2015.2017.

Additional Information with Respect to Director Equity Awards

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of the Record Date by:

The information provided in this table is based on our records, information filed with the SEC and information provided to Infinera, except where otherwise noted. To our knowledge and unless as otherwise indicated, each stockholder possesses sole voting and investment power over the shares listed, except for shares owned jointly with such person’s spouse. Percentage beneficially owned is based on 141,417,504151,164,854 shares of common stock outstanding on the Record Date. Unless otherwise indicated, the principal address of each of the stockholders below is c/o Infinera Corporation, 140 Caspian Court, Sunnyvale, California 94089.

voting power over 4,015,7686,825,200 shares, shared voting power over no shares, sole dispositive

power over 20,970,78122,399,083 shares, and shared dispositive power over no shares; (b) Ms. Johnson has neither sole nor shared voting power over any shares, sole dispositive power over 20,970,78122,399,083 shares, and shared dispositive power over no shares and (c) Fidelity has sole voting power over 12,689,32811,176,828 shares, shared voting power over no shares, sole dispositive power over no shares, and shared dispositive power over no shares. The address of FMR is 245 Summer Street, Boston, Massachusetts 02210.

(3)

According to a Schedule 13G filed with the SEC on February 7, 2018 by The Bank of New York Mellon Corporation (“Mellon”), BNY Mellon IHC, LLC (“BNY”) and MBC Investments Corporation (“MBC”). Such filing states that Mellon is deemed to be the beneficial owner of 11,998,458 shares by virtue of its control over BNY, which is deemed to be the beneficial owner of 10,684,296 shares and MBC, which is deemed to be the beneficial owner of 10,684,296 shares, as a result of the entities acting as parent holding companies in accordance withSection 240.13-d(1)(b)(1)(ii)(G). Such filing further states that (a) Mellon has sole voting power over 10,960,228 shares, shared voting power over no shares, sole dispositive power over 11,290,776 shares and shared dispositive power over 707,682 shares, (b) BNY has sole voting power over 9,646,066 shares, shared voting power over no shares, sole dispositive power over 9,976,614 shares and shared dispositive power over 707,682 shares and (c) MBC has sole voting power over 9,646,066 shares, shared voting power over no shares, sole dispositive power over 9,976,614 shares and shared dispositive power over 707,682 shares. The address of Mellon is 225 Liberty Street, New York, New York 10286.

(4)

According to a Schedule 13G/A filed with the SEC on February 11, 20169, 2018 by The Vanguard Group (“Vanguard”). Vanguard is the beneficial owner of 9,878,28411,710,916 shares and has sole voting power with respect to 295,796163,092 shares, shared voting power with respect to 7,30029,846 shares, sole dispositive power with respect to 9,583,58811,527,632 shares and shared dispositive power with respect to 294,696183,284 shares. The address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(4)(5)

According to a Schedule 13G/A filed with the SEC on February 26, 2016January 25, 2018 by BlackRock, Inc. (“BlackRock”). BlackRock is the beneficial owner of 8,236,1479,464,147 shares and has sole voting power with respect to 7,929,5269,183,871 shares and sole dispositive power with respect to 8,236,1479,464,147 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10055.

(5)(6)

Shares held by The Fallon Family Revocable Trust dated 9/7/94.

(6)(7)

Consists of (i) 14,132 shares held by Dr. Welch; (ii) 326,439564,351 shares held by The Welch Family Trust dated 4/3/96; (iii) 319,493(ii) 292,293 shares held by LRFA, LLC, a limited liability company of which Dr. Welch is the sole managing member; (iv)(iii) 140,000 shares held by The Welch Group, L.P., a limited partnership of which Dr. Welch is the general partner; (v) 553,750(iv) 528,150 shares held by SEI Private Trust Company, Trustee of The Welch Family Heritage Trust I u/l dated 9/24/01; and (vi)(v) 2,500 shares held by Dr. Welch as trustee for his children. Dr. Welch disclaims beneficial ownership of the shares held in trust for his children.

(7)	Mr. Daane was appointed as a director effective January 14, 2016.

(8)	Consists of (i) 35,23448,476 shares held by Mr. Hooshmand; and (ii) 32,34240,255 shares held by 2002 Hooshmand Family Trust UA 03/01/2002.

(9)	Consists of (i) 39,562 shares held by Mr. Redfield; and (ii) 48,448 shares held by The Carl Redfield Trust 2000 dated 10/18/00.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides information related to the fiscal 20152017 compensation program and related decisions for our NEOs identified below. For fiscal 2015,2017, these individuals were:included the following:

Fiscal 2017 Management Changes. At the time the Compensation Committee made its initial compensation decisions for fiscal 2017 in February 2017, Dr. Welch’s title was President and Mr. Heard was not yet with Infinera. In connection with the realignment of our organization in November 2017, Dr. Welch transitioned to the role of Chief Strategy and Technology Officer from his role as President and Mr. Heard, who joined Infinera in June 2017, was appointed as an executive officer.

Executive Summary

Our executive compensation program is designed to balance near-term results with long-term success and to encourage our executive officers to continue to build value through innovation and execution. To fulfill this mission, we have a “pay-for-performance” compensation philosophy that forms the foundation for all decisions regarding executive compensation made by the Compensation Committee of the Board. In addition, we are committed to equity-based pay practices, which help insure alignment of our executive officers’ interests with the interests of our stockholders.

Fiscal 20152017 Business HighlightsSummary

We continuedare a leader in optical transport networking solutions, providing equipment, software and services to telecommunications service providers, internet content providers, cable providers, wholesale and enterprise carriers, research and education institutions, enterprise customers, and government entities across the globe. Optical transport networks are deployed by customers facing significant demand for optical bandwidth prompted by increased use of high-speed internet access, business Ethernet services, mobile broadband, cloud-based services, high-definition video streaming services, virtual and augmented reality, and the Internet of Things (IoT).

Our fiscal 2017 performance fell short of the expectations we established at the beginning of the year. Consistent with ourpay-for-performance philosophy and based on our financial and TSR performance during the year, our NEOs did not earn an annual incentive bonus for fiscal 2017 and all of the PSUs that were eligible to vest based on performance periods that ended during fiscal 2017 were forfeited.

Of note in fiscal 2015 by adding metro and DCI to our core long-haul business. In August 2015, we successfully completed our public offer to the shareholders of Transmode, a metro packet-optical networking company based in Stockholm, Sweden. In addition, we enhanced our position in the DCI market in fiscal 2015 by expanding our Cloud Xpress offering to include 10 GbE, 40 GbE and 100 GbE client interfaces to meet additional customer requirements. We also introduced the XT-500, to provide a compact WDM solution optimized for long-haul interconnect applications.

Overall, we grew total revenue by 33% compared to fiscal 2014 including revenue from Transmode in the post-acquisition period. Organically, excluding the partial year of Transmode revenue, our revenue grew in the mid-20% range in fiscal 2015, marking the third consecutive year we have grown significantly faster than the overall WDM market. We also continued to expand our gross margin and operating margin in fiscal 2015, demonstrating the leverage we have achieved from our vertical integration, the value proposition of our Intelligent Transport Network and our commitment to prudent expense management. Highlights included:2017:

The overall decrease to our revenue was due to a combination of factors that included customer consolidation, transition to our next-generation products and a net lossshifts in network spend, including weak overall market spending for long-haul solutions. In the second half of $32.1 million, or $0.27 per diluted sharefiscal 2017, business began to gradually recover as we started shipping our next-generation ICE4 products. During fiscal 2017, we continued to expand our installed base in the metro market as we made progress selling the XTM platform to both traditional long-haul customers as well as to new customers. Gross margin decreased to 32.9% in 2017 from 45.2% in fiscal 2013.2016. The decline in gross margin was primarily attributable to making strategic investments amidst our product transition to secure future business with existing and prospective customers, the high cost of early production units from our ICE4 products and our restructuring activities announced in November 2017. In addition, as our revenue declined, we continued to maintain consistent levels of manufacturing and services staffing in anticipation of our business beginning to recover with the introduction of our ICE4 products. Although we tightly managed our operating expenses during the year in light of our lower revenue trajectory, we did continue to invest in key areas that we believed would help us grow revenue and ultimately improve our profitability. We continued to spend to drive the final development of our ICE4 products and invest in lab gear and trials to drive customer demand for our new products. We understood the profitability pressure this would put on our business in fiscal 2017 but we were willing to absorb these costs in anticipation of creating future opportunities.