Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Doug Gilstrap
On November 20, 2022, the Board of Directors (the "Board") of Viavi Solutions
Inc. (the "Company" or "VIAVI"), in accordance with Article III of the Company's
Bylaws, fixed by resolution the number of directors of the Board at ten (10)
members and, in connection with the newly created vacancy, appointed Douglas
Gilstrap as an independent director of the Company and to serve on the Company's
compensation committee (the "Compensation Committee"), effective immediately.
Following his appointment, Mr. Gilstrap will serve until the 2023 annual meeting
of VIAVI stockholders (the "2023 Meeting") or until his earlier resignation or
Since 2014, Mr. Gilstrap has served as a Venture Partner at TCV and Senior
Industrial Advisor at EQT. From 2009 to 2014, Mr. Gilstrap worked at Ericsson as
the Global Head of Strategy. Mr. Gilstrap has worked for twenty-five years in a
variety of roles in operations, sales, finance, IPR, mergers and acquisitions
and strategy within the telecommunication, software and technology industries.
He began his career in accounting with the firms Arthur Andersen and KPMG Peat
Mr. Gilstrap earned a Bachelor of Science in Accounting from the University of
Richmond and a Master of Business Administration from Emory University.
Mr. Gilstrap will be entitled to the Company's standard director compensation as
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:
Member, $15,000; Chair, $32,000
Member, $10,000; Chair, $24,000
Governance or Corporate Development:
Member $7,500; Chair $15,000
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 2023. This initial pro-rated grant shall vest in November 2023 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 Mr. Gilstrap have entered into the Company's standard form of
director indemnification agreement (the "Indemnification Agreement"), providing
for the Company to indemnify Mr. Gilstrap 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 Mr. Gilstrap and any other
persons pursuant to which he was selected as a director, and he does not have
any family relationships with any of the Company's directors or executive
officers. Mr. Gilstrap does not have has a direct or indirect material interest
in any transaction that is reportable under Item 404(a) of Regulation S-K.
Appointment of Laura Black
Effective as of November 20, 2022, the Board appointed Laura Black as Chair of
the Corporate Development Committee. Ms. Black joined the Board in February 2018
and has served on the Corporate Development Committee since 2018 and the
Governance Committee since 2020. In connection with her role as Chair of the
Corporate Development Committee, she will be entitled to the Company's standard
director compensation as described above.
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