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VIAVI SOLUTIONS INC.

(VIAV)
  Report
Delayed Nasdaq  -  04:00:00 2023-02-03 pm EST
11.66 USD   +1.39%
02/03VIAVI SOLUTIONS INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)
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02/03B. Riley Trims Viavi Solutions' Price Target to $13.50 From $14.50, Keeps Neutral Rating
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02/02Viavi Solutions' Fiscal Q2 Non-GAAP Earnings Decline, Revenue Shrinks
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VIAVI SOLUTIONS INC. : Change in Directors or Principal Officers (form 8-K)

11/25/2022 | 01:09pm EST

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 removal.

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 Marwick.

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 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 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.

© Edgar Online, source Glimpses

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