VIAVI Solutions Inc. Files 2024 DEF 14A

Ticker: VIAV · Form: DEF 14A · Filed: Sep 27, 2024 · CIK: 912093

Viavi Solutions Inc. DEF 14A Filing Summary
FieldDetail
CompanyViavi Solutions Inc. (VIAV)
Form TypeDEF 14A
Filed DateSep 27, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$20.0 million, $1.0 Billion, $20.0 Million, $0.33, $0
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

VIAVI DEF 14A out: exec comp details for FY24, FY23, FY22. Vote wisely.

AI Summary

VIAVI Solutions Inc. filed its DEF 14A on September 27, 2024, for the fiscal year ending June 29, 2024. The filing details executive compensation and other corporate governance matters. Key financial periods covered include fiscal years 2024, 2023, and 2022, with specific data points related to equity awards and their valuation.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company matters.

Risk Assessment

Risk Level: low — This filing is a routine annual disclosure (DEF 14A) and does not inherently present new financial risks.

Key Numbers

  • 2024-06-29 — Fiscal Year End (Reporting period for the filing)
  • 2023-07-02 — Prior Fiscal Year Start (Start of the previous fiscal year)
  • 2022-07-03 — Earlier Fiscal Year Start (Start of the fiscal year prior to the previous one)

Key Players & Entities

  • VIAVI SOLUTIONS INC. (company) — Filer
  • JDS UNIPHASE CORP /CA/ (company) — Former Company Name
  • 0000912093 (company) — Central Index Key

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important company matters, such as the election of directors and executive compensation.

What fiscal year does this DEF 14A filing primarily cover?

This DEF 14A filing primarily covers VIAVI Solutions Inc.'s fiscal year ending on June 29, 2024.

What was VIAVI Solutions Inc.'s former company name?

VIAVI Solutions Inc.'s former company name was JDS UNIPHASE CORP /CA/.

When was the company name changed from JDS UNIPHASE CORP /CA/ to VIAVI Solutions Inc.?

The date of the name change was July 13, 1999.

What is the company's Standard Industrial Classification (SIC) code?

The company's SIC code is 3674, which corresponds to SEMICONDUCTORS & RELATED DEVICES.

Filing Stats: 4,408 words · 18 min read · ~15 pages · Grade level 17.2 · Accepted 2024-09-27 16:07:40

Key Financial Figures

  • $20.0 million — million shares of our common stock for $20.0 million. In FY25, we expect the conservative
  • $1.0 Billion — PS decreased 209.1% year-over-year to $1.0 Billion 2.1% $(0.12) (1)(2) Capital Returned
  • $20.0 Million — GAAP EPS down 40.0% year-over-year to $20.0 Million 11.5% (2) $0.33 (2) (1) Generally a
  • $0.33 — ver-year to $20.0 Million 11.5% (2) $0.33 (2) (1) Generally accepted accounting
  • $0 — MSUs Earned in FY24 FY24 Performance $0 for H1 of FY24 FY2021 MSUs: 130.25% of

Filing Documents

Executive Compensation and Other Information

Executive Compensation and Other Information 73

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 86 Certain Relationships and Related P erson Transactions 88 Other Information 89 Note About Forward Looking Statements 89 Websites Referenced in this Proxy Statement 89 Annual Report on Form 10-K and Annual Report to Stockholders 89 General Information About the Annual Meeting 90 Appendix A GA A P to Non-GAAP Reconciliations A- 1 VIAVI Solutions Inc. | FY 2024 Notice of Annual Meeting & Proxy Statement | i NOTICE OF 2024 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 6, 2024 Virtual Meeting Logistics Date Time Live Webcast Wednesday, November 6, 2024 10:00 a.m., Mountain Time https:// meetnow.global/MQ4CXF5 Access begins at 9:30 a.m., Mountain Time Items of Business Stockholders will be asked to vote on the following matters at the 2024 Virtual Annual Meeting of Stockholders (the "2024 Annual Meeting") of VIAVI (also referred to as the "Company," "we," "our," and "us") : PROPOSAL BOARD VOTING RECOMMENDATION PAGE REFERENCE (FOR MORE DETAIL) Management Proposals Proposal 1. Election of Directors Vote FOR each Director nominee 29 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. Proposal 2. Ratification of the Appointment of PricewaterhouseCoopers LLP as VIAVI's independent registered public accounting firm for fiscal year 2025 Vote FOR 40 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. Proposal 3. Approval, in a Non-Binding Advisory Vote, of the Compensation for Named Executive Officers Vote FOR 44 The Board believes that the compensation of our named executive officers ("NEOs") as disclosed in this

Business

Business Acumen Manage Complexity & Ambiguity Take Informed Risks Cultivate Innovation Foster a Winning Culture Drive Vision & Purpose 4 | VIAVI Solutions Inc. | FY 2024 Notice of Annual Meeting & Proxy Statement VIAVI at a Glance Fiscal Year 2024 Financial Performance Net Revenues down 9.6% year-over-year GAAP Operating Margin down 530 basis points year-over-year to Total Consolidated GAAP EPS decreased 209.1% year-over-year to $1.0 Billion 2.1% $(0.12) (1)(2) Capital Returned to Stockholders in FY24 Non-GAAP Operating Margin down 410 basis points year-over-year to Total Consolidated non-GAAP EPS down 40.0% year-over-year to $20.0 Million 11.5% (2) $0.33 (2) (1) Generally accepted accounting principals ("GAAP") earnings per share ("EPS") decreased in fiscal 2024 primarily due to the decrease in revenue and higher acquisition related charges. (2) Appendix A includes a reconciliation of these non-generally accepted accounting practices ("non-GAAP") financial measures to the most directly comparable GAAP financial measures. VIAVI Solutions Inc. | FY 2024 Notice of Annual Meeting & Proxy Statement | 5 VIAVI at a Glance Compensation Discussion and Analysis Highlights Compensation Policies and Practices Our commitment to designing an executive compensation program that is consistent with responsible financial and risk management is reflected in the following policies and practices: What We Do What We Don't Do Compensation Committee is comprised 100% of independent Directors x No employment agreements that provide for multi-year guarantees of salary increases, bonuses, or equity compensation without further Board or Compensation Committee approval. Independent compensation consultant retained by the Compensation Committee x No repricing or repurchasing of underwater stock options without stockholder approval Balance short- and long-term incentives, cash and equity and fixed and variable pay elements x No dividends or dividend

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