ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(d) Effective June 30, 2020, the Board of Directors of Ciena Corporation ("Ciena")
increased the size of the Board to ten directors and appointed Hassan M. Ahmed, Ph.D. to
fill the newly created vacancy in Class III of the Board. The term of office for Class III
directors expires at Ciena's 2021 Annual Meeting of stockholders, and Dr. Ahmed will stand
for election at that time. Also effective June 30, 2020, Dr. Ahmed was appointed to serve
on both the Compensation Committee and the Governance and Nominations Committee of the
Board.
Dr. Ahmed, age 62, most recently served as Chairman of the Board and Chief Executive
Officer of Affirmed Networks, which was acquired by Microsoft in April 2020. Before
founding Affirmed Networks in 2010, he was a senior advisor at Charles River Ventures.
From 1998 to 2008, Dr. Ahmed served as Chairman and Chief Executive Officer of Sonus
Networks. Prior to that time, he served in various executive roles at Ascend
Communications, Cascade Communications and Analog Devices. He also served as President and
founder of WaveAccess, and founded and served as director of the VLSI Systems Group of
Motorola Codex. Dr. Ahmed previously served as Associate Professor of Electrical, Computer
and Systems Engineering and Associate Professor of Finance at Boston University. Dr. Ahmed
holds a BSEE and MSAE from Carleton University and a Ph.D. in electrical engineering from
Stanford University.
The Board also approved the grant, effective as of July 1, 2020, of a restricted stock
unit award to Dr. Ahmed representing shares of Ciena common stock with a target delivered
value of approximately $166,356. The amount of the award reflects Ciena's standard
compensation program for initial equity awards to new directors, pro-rated based on the
date of election by the Board. Provided Dr. Ahmed continues his service on the Board, the
restricted stock unit award will vest in its entirety on September 20, 2021. In connection
with his service on the Board of Directors, Dr. Ahmed will also be entitled to the
standard non-employee director compensation arrangements as set forth under the heading
"Director Compensation" in Ciena's most recent proxy statement filed with the SEC.
A copy of the press release announcing the appointment of Dr. Ahmed to Ciena's Board of
Directors is furnished as Exhibit 99.1.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibits are being filed herewith:
Exhibit Number Description of Document
Exhibit 99.1 Press Release dated July 1, 2020 issued by Ciena Corporation,
announcing the appointment of Dr. Ahmed to Ciena's Board of
Directors.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses