Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Joanne Solomon
On February 18, 2022, the Board of Directors (the "Board") of Viavi Solutions
Inc. (the "Company" or "VIAVI") appointed Joanne Solomon as a director of the
Company and appointed Ms. Solomon to serve on the Company's audit committee (the
"Audit Committee"), effective immediately. The Board determined that Ms. Solomon
is "independent" as defined in the applicable rules and regulations of the
Securities and Exchange Commission and The Nasdaq Stock Market listing rules and
is an "audit committee financial expert" as defined under Item 407(d) of
Regulation S-K of the Exchange Act.
Following her appointment, Ms. Solomon will serve until the 2022 annual meeting
of VIAVI stockholders (the "2022 Meeting") or until her earlier resignation or
removal.
Ms. Solomon served as Chief Financial Officer of Maxeon Solar Technologies Ltd.
from January 2020 to March 2021. From July 2017 to September 2019, she served as
Chief Financial Officer at Katerra Inc. Prior to that, she worked for 16 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.
Ms. Solomon earned a Bachelor of Science in Business Accounting from Drexel
University and a Master of Business Administration in International Management
from Thunderbird School of Global Management.
Ms. Solomon will be entitled to the Company's standard director compensation as
described below:
Cash Compensation
Each non-employee director is entitled to an annual retainer of $70,000, paid
quarterly, plus payment of out-of-pocket expenses relating to their service as
Board members. In addition, directors receive the following additional annual
payments for service on the committees of the Board:
Audit:
Member, $15,000; Chair, $32,000
Compensation:
Member, $10,000; Chair, $24,000
Governance or Corporate Development:
Member $7,500; Chair $15,000
Equity Compensation
Upon initial appointment to the Board, each non-employee director will receive a
grant of restricted stock units ("RSUs") having a value on the date of the grant
based on the current fiscal year annual RSU grant value for each non-employee
director of $210,000 pro-rated by the number of months served during the period
up to the next annual equity grant date, currently anticipated to occur in
November, 2022. This initial pro-rated grant shall vest in November 2022 on the
earlier of the annual shareholder meeting date or the one-year anniversary of
the current fiscal year annual RSU grant. Subsequent annual RSU grants provide
for an annual vesting over a one-year period and upon such vesting each RSU is
converted into one share of the Company's common stock.
The Company and Ms. Solomon have entered into the Company's standard form of
director indemnification agreement (the "Indemnification Agreement"), providing
for the Company to indemnify Ms. Solomon as a director of the Company for
certain potential risks as specified in the Indemnification Agreement. A copy of
the Company's form of Indemnification Agreement is attached as Exhibit 10.9
to the Current Report on Form 8-K which the Company filed with the Securities
and Exchange Commission on April 20, 2015 and is incorporated by reference
herein.
There are no arrangements or understandings between Ms. Solomon and any other
persons pursuant to which she was selected as a director, and she does not have
any family relationships with any of the Company's directors or executive
officers. Ms. Solomon does not have has a direct or indirect material interest
in any transaction that is reportable under Item 404(a) of Regulation S-K.
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