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OFFON

VIAVI SOLUTIONS INC.

(VIAV)
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Viavi : 2021 Proxy Statement

10/01/2021 EST

VIAVI SOLUTIONS INC.

7047 E Greenway Pkwy Suite 250,

Scottsdale, Arizona 85254

(408) 404-3600

Virtual Annual Meeting of Stockholders

Proxy Statement

2021 Annual Report

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ENCOURAGE YOU TO READ THIS PROXY STATEMENT AND SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.

PLEASE REFER TO (I) THE INSTRUCTIONS OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL, (II) THE SECTION ENTITLED GENERAL INFORMATION BEGINNING ON PAGE 1 OF THIS PROXY STATEMENT, OR (III) IF YOU REQUESTED TO RECEIVE PRINTED PROXY MATERIALS, YOUR ENCLOSED PROXY CARD.

IMPORTANT NOTICE REGARDING THE PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 10, 2021: The notice of annual meeting, proxy statement and the annual report on Form 10-K for the fiscal year ended July 3, 2021, are available free of charge at the following website: www.edocumentview.com/VIAV

GO GREEN!

REGISTER ELECTRONICALLY FOR STOCKHOLDER MATERIALS

Viavi Solutions Inc. is pleased to take advantage of the Securities and Exchange Commission (the "SEC") rules allowing companies to furnish this Proxy Statement and Annual Report over the Internet to our stockholders who hold Common Stock. We believe that this e-proxy process, also known as "Notice and Access" will expedite the receipt of proxy materials by our stockholders, reduce our printing and mailing expenses and reduce the environmental impact of producing the materials required for our annual meeting of stockholders.

You should refer to the "General Information" portion of the following Proxy Statement or contact our Investor Relations hotline at 408-404-6305 for assistance regarding instructions on how to register for and access our Proxy Statement and Annual Report online.

TABLE OF CONTENTS

Page

EXECUTIVE SUMMARY

PROXY STATEMENT

1

GENERAL INFORMATION

1

PROPOSAL 1

8

Election of Directors

8

CORPORATE GOVERNANCE

15

Corporate Governance, ESG and Corporate Social Responsibility

15

Director Independence

22

Board Leadership

22

Board Oversight of Risk

22

Compensation Program Risk Assessment

23

Board Committees and Meetings

24

Compensation Committee Interlocks and Insider Participation

25

Communication between Stockholders and Directors

26

Director Compensation

27

Director Compensation Table

29

Relationships Among Directors or Executive Officers

29

Certain Relationships and Related Person Transactions

29

Executive Officers

30

PROPOSAL 2

32

Ratification of Independent Auditors

32

PROPOSAL 3

34

Advisory Vote on Executive Compensation

34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

35

EXECUTIVE COMPENSATION

37

Compensation Discussion and Analysis

37

Summary Compensation Table

63

Grants of Plan-Based Awards

66

Outstanding Equity Awards at Fiscal Year-End

68

Option Exercises and Stock Vested

70

Potential Payments Made Upon Termination or Change of Control

73

CEO PAY RATIO

74

EQUITY COMPENSATION PLANS

75

AUDIT COMMITTEE REPORT

76

OTHER INFORMATION

78

APPENDIX A - GAAP TO NON-GAAP RECONCILIATION

A-1

October 1, 2021

Dear Stockholders:

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Viavi Solutions Inc. ("VIAVI"). Preservation of health and safety is of the utmost importance to VIAVI and continues to drive our business decisions. To support the health and well-being of our stockholders, employees and directors in light of the ongoing COVID-19 pandemic, our 2021 Annual Meeting of Stockholders will be held as a virtual meeting of stockholders and stockholders will not be able to attend the meeting in person. Our Annual Meeting of Stockholders will be conducted exclusively via the internet at a virtual audio web conference at https://meetnow.global/M2KTKF2 on November 10, 2021, at 8:00 a.m. Mountain Standard Time. Stockholders of record as of the close of business on September 21, 2021 are entitled to vote.

You can attend the 2021 Annual Meeting of Stockholders online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned internet site. We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting like they would at an in- person meeting. We hope to resume our historical practice of holding an in-person meeting next year. Details regarding how to access the virtual meeting via the internet and the business to be conducted at the meeting are more fully described in the accompanying Notice of 2021 Annual Meeting of Stockholders and proxy statement.

We have also elected to deliver our proxy materials to our stockholders over the internet and will mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement for our 2021 Annual Meeting of Stockholders and 2021 annual report to stockholders. This notice also provides instructions on how to vote by telephone or through the internet and includes instructions on how to receive a paper copy of the proxy materials by mail.

The matters to be acted upon are described in the accompanying notice of annual meeting and proxy statement.

We hope that you will be able to attend this year's Annual Meeting of Stockholders. Whether or not you plan to attend the meeting, please vote through the internet or by telephone or request, sign and return a proxy card to ensure your representation at the meeting. Your vote is important.

On behalf of the Board of Directors, we would like to express our appreciation for your continued support of VIAVI.

Sincerely,

Oleg Khaykin

President and Chief Executive Officer

Disclaimer

Viavi Solutions Inc. published this content on 01 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2021 17:20:50 UTC.


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Net income 2022 -224 M - -
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Mean consensus BUY
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Last Close Price 15,12 $
Average target price 19,94 $
Spread / Average Target 31,9%
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