Bruce L. Claflin
CIENAAbout Bruce L. Claflin
Bruce L. Claflin is an independent director of Ciena Corporation, serving since August 2006 and currently sitting on the Audit and Compensation Committees; he is 73 years old and brings prior CEO experience in adjacent technology industries to the board . He is designated an “audit committee financial expert,” underscoring deep financial literacy and oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3Com Corporation | President & Chief Executive Officer | Jan 2001–Feb 2006 | Led global high‑tech operations; CEO experience in adjacent industry |
| 3Com Corporation | President & Chief Operating Officer | Aug 1998–Jan 2001 | Senior operating leadership |
| Digital Equipment Corporation | SVP & GM, Sales & Marketing | Not disclosed | Global sales and marketing oversight |
| IBM (PC Company and other units) | Various sales, marketing, and management roles; GM of worldwide R&D/product/brand; President IBM PC Company Americas | 22 years | Broad operational leadership across R&D, supply chain, manufacturing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEXX Laboratories, Inc. | Director; Chair, Governance & Corporate Responsibility Committee; Audit Committee member | Not disclosed | Governance leadership and audit oversight in a public company |
| Advanced Micro Devices, Inc. (AMD) | Previous Director | Not disclosed | Prior public company board experience; network link to CIEN director Devinder Kumar, AMD’s former CFO |
Board Governance
- Independence: Independent director; Ciena’s board had eight of ten independent directors in fiscal 2024 and all standing committees are composed solely of independent directors .
- Committee assignments: Audit Committee member and Compensation Committee member; Audit Committee chaired by Devinder Kumar as of Jan 1, 2025; Compensation Committee chaired by Joanne B. Olsen .
- Audit expertise: Identified by the board as an “audit committee financial expert” .
- Attendance: In fiscal 2024, the board held 10 meetings, the Audit Committee held 8, and the Compensation Committee held 8; Ciena disclosed each director attended 100% of meetings of the board and committees on which they served, except one director who missed one board meeting (no individual named) .
- Leadership/Structure: Independent Board Chair appointed Dec 2024; independent directors meet regularly in executive session without management .
Fixed Compensation
| Component (FY2024) | Detail | Amount |
|---|---|---|
| Annual Retainer (Non‑Employee Director) | Standard cash retainer | $75,000 |
| Audit Committee | Member retainer | $15,000 |
| Compensation Committee | Member retainer | $10,000 |
| Meeting Fees | Only if >12 meetings/year; FY2024 committees below threshold | None paid |
| Cash Fees Earned (Bruce L. Claflin) | Total FY2024 cash compensation | $100,000 |
| Annual RSU Award | Target delivered value; granted at Annual Meeting; vests ~1 year | $225,000 target; $224,962 grant-date fair value |
| RSU Grant Date | FY2024 annual director grant | March 21, 2024 |
| Outstanding Unvested RSUs at FYE | Unvested units at Oct 31, 2024 | 4,438 units |
| Director Compensation Cap | Max cash+equity per non‑employee director per fiscal year | $500,000 limit (2017 Plan) |
Performance Compensation
| Element | Structure | FY2024 Outcome |
|---|---|---|
| Performance‑based equity (director) | Not used for non‑employee directors; directors receive time‑based RSUs only | None; no PSUs/MSUs/options for directors |
Ciena’s performance‑conditioned awards (PSUs/MSUs) apply to executives; directors are compensated with cash retainers and time‑based RSUs .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Assessment |
|---|---|---|
| IDEXX Laboratories, Inc. | Current public company director; governance chair; audit member | No apparent CIEN competitive overlap; governance expertise beneficial |
| Advanced Micro Devices, Inc. (AMD) | Prior director | Network linkage with CIEN director Devinder Kumar (former AMD EVP/CFO); not a current shared directorship; no disclosed related‑party transactions |
- Related‑party transactions: Ciena reported no related person transactions in fiscal 2024; such transactions require Audit Committee approval under written policy .
Expertise & Qualifications
- Former public company CEO with broad P&L, R&D, and global operations experience; deep background in sales, marketing, supply chain, and manufacturing .
- Audit committee financial expert; strong financial literacy and risk oversight capabilities .
- Extensive governance leadership (chairs a governance committee at IDEXX); prior service on multiple public technology boards .
Equity Ownership
| Category (as of Jan 27, 2025) | Shares | Notes |
|---|---|---|
| Shares owned directly/indirectly | 23,983 | Includes 11,136 in a trust benefiting spouse and children; Claflin disclaims beneficial ownership of trust securities |
| Right to acquire within 60 days | 46,500 | Includes RSUs vesting within 60 days and vested RSUs deferred under the Deferred Compensation Plan; no stock options outstanding |
| Total beneficial ownership | 70,483 | Less than 1% of outstanding shares (142,591,833) |
| Unvested RSUs (FY2024 year‑end) | 4,438 | Outstanding director RSUs at fiscal year‑end |
| Pledging/Hedging | Prohibited for directors under Insider Trading Policy and governance documents | Policy prohibits hedging and pledging by directors |
| Ownership Guidelines | Non‑employee directors must hold ≥5x annual cash retainer; 50% holding requirement until achieved | Company‑wide policy; individual compliance level not disclosed |
Governance Assessment
- Strengths: Independent director with dual committee service; designated audit financial expert; robust governance experience from external boards; Ciena’s policies prohibit pledging/hedging and require stock ownership, and the board maintains majority independence and independent committee composition .
- Alignment: Director pay uses modest cash retainers supplemented by time‑based RSUs; FY2024 total of $324,962 for Claflin suggests balanced, market‑aligned structure with a plan‑level cap of $500,000 .
- Engagement: Board/committee cadence (Board 10; Audit 8; Compensation 8) and near‑perfect attendance disclosure indicate strong engagement; independent directors meet in executive session .
- Shareholder signals: 2025 say‑on‑pay approval was 114,787,685 for vs 6,602,755 against, reinforcing investor support for compensation governance .
- RED FLAGS: None disclosed specific to Claflin—no related‑party transactions, no hedging/pledging, no options repricing, and no Section 16 delinquency noted for directors in FY2024 .
Director Compensation (FY2024) – Detail
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (Grant Date Fair Value) | $224,962 |
| Total | $324,962 |
Insider Filings & Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2024) | Ciena disclosed timely compliance for directors; late filings noted only for certain executives, not for Claflin |
Compensation Program Context (for reference)
- Director cash schedule: $75,000 annual retainer; Audit Committee $15,000 member/$35,000 chair; Compensation Committee $10,000 member/$25,000 chair; Governance & Nominations $6,000 member/$15,000 chair; meeting fees only if meetings exceed thresholds .
- Director equity: annual RSU of $225,000 target value granted at Annual Meeting; vests in ~1 year; vesting may accelerate upon death, disability, retirement, or change in control; directors may defer cash/equity under the Deferred Compensation Plan .
- Independent Chair equity retainer: Board approved $100,000 annual equity retainer for independent Chair beginning fiscal 2025 (not specific to Claflin) .
Policies relevant to investor confidence: Majority voting with mandatory resignation policy; proxy access; prohibition on hedging/pledging; stock ownership guidelines (5x cash retainer for directors); robust annual board/committee assessments .