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 2023
On May 18, 2022, 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 2023 (the
"2023 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. 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 2023 Executive VPP.
Actual cash incentive payments awarded under the 2023 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 and (3) the achievement of a bookings objective (the "Bookings Target")
compared to the AOP. Payments under the 2023 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.
Oleg Khaykin, the Company's Chief Executive Officer, and Henk Derksen, the
Company's Chief Financial Officer, will participate in the 2023 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 50% on Revenue Target achievement and 50% on Profitability
Target achievement.
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 50% on NSE Revenue Target achievement and 50% on NSE Profitability
Target achievement.
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 50% on OSP Revenue Target achievement and
50% on OSP Profitability Target achievement.
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 NSE
Bookings Target achievement.
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