Viavi : 2021 Proxy Statement

VIAVI SOLUTIONS INC.

7047 E Greenway Pkwy Suite 250,

Scottsdale, Arizona 85254

[phone]

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