Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Executive Variable Pay Plan for fiscal year 2022
On May 18, 2021, the Compensation Committee (the "Compensation Committee") of
the Board of Directors (the "Board") of Viavi Solutions Inc. (the "Company")
adopted the Company's Executive Variable Pay Plan for fiscal year 2022 (the
"2022 Executive VPP") under which the Company's executive team, including the
Company's named executive officers ("NEOs"), have the opportunity to earn
incentive bonuses based upon semi-annual performance metrics. On May 19, 2021
the Board, after considering the recommendations of the Compensation Committee,
approved the performance objectives of Oleg Khaykin, the Company's Chief
Executive Officer under the 2022 Executive VPP.
Actual cash incentive payments awarded under the 2022 Executive VPP will be
based upon (1) the achievement of a revenue objective (the "Revenue Target")
compared to the Company's annual operating plan ("AOP"), (2) the achievement of
a non-GAAP operating profit objective (the "Profitability Target") compared to
the AOP, (3) the achievement of a bookings objective (the "Bookings Target")
compared to the AOP, and (4) the achievement of certain individual performance
objectives (the "Individual Target"). Payments under the 2022 Executive VPP will
be measured and paid semi-annually. Payments will range from 0% to 150% of an
eligible executive's target incentive opportunity ("TIO") with respect to the
Revenue Target and Profitability Target. For the Bookings target, payments will
be capped at 250% of the eligible executive's TIO. For the Individual Target,
payments will be capped at 100% of an eligible executive's TIO.
Oleg Khaykin, the Company's Chief Executive Officer, and Henk Derksen, the
Company's Chief Financial Officer, will participate in the 2022 Executive VPP as
Corporate Executives. For Corporate Executives, the Revenue Target and
Profitability Target will be calculated based on company-wide performance and
will be weighted 40% on Revenue Target achievement and 40% on Profitability
Target achievement. For both Mr. Khaykin and Mr. Derksen, the Individual Target
will be based on strategic, corporate and business goals and weighted at 20%.
Paul McNab, the Company's Executive Vice President and Chief Marketing &
Strategy Officer, will participate as a Network Services Enablement ("NSE")
Executive. For NSE Executives, the Revenue and Profitability Target will be
calculated based on the performance of the NSE business segment and will be
weighted 40% on NSE Revenue Target achievement and 40% on NSE Profitability
Target achievement. For Mr. McNab, the Individual Target will be based on
strategic and corporate development goals and weighted at 20%.
Luke Scrivanich, the Company's Senior Vice President & General Manager of the
Optical Security and Performance Products ("OSP") business segment, will
participate as an OSP Executive. For OSP Executives, the Revenue Target and
Profitability Target will be calculated based on the performance of the OSP
business segment and will be weighted 40% on OSP Revenue Target achievement and
40% on OSP Profitability Target achievement. The Individual Target will be based
on business initiatives and weighted at 20%.
Gary Staley, the Company's Senior Vice President, Global Sales, NSE, will
participate as an NSE Sales Executive. For NSE Sales Executives, the Revenue
Target, Profitability Target and Bookings Target will be calculated based on the
performance of the NSE business segment and will be weighted 40% on NSE Revenue
Target achievement, 20% on NSE Profitability Target achievement and 40% on
Bookings Target achievement.
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