Devinder Kumar

About Devinder Kumar

Devinder Kumar (age 69) has served on Ciena’s Board since August 2019 and is currently Chair of the Audit Committee. He brings a deep finance and accounting background, including a decade as EVP/CFO and Treasurer of Advanced Micro Devices, with extensive global experience and an MBA in finance from UCLA; he is designated an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence: Board affirms all non-employee directors were independent in fiscal 2024; Audit and Compensation Committees composed solely of independent directors, meeting heightened SEC/NYSE standards. Mr. Kumar is independent and is designated an “audit committee financial expert.”
• Committees and chair roles: Mr. Kumar serves on the Audit Committee and became Audit Committee Chair effective January 1, 2025 (Lawton Fitt was chair prior to that date). The Audit Committee oversees financial reporting, internal controls, internal audit, auditor independence, related-party transactions, and IT/cyber/cybersecurity risk; both PwC and internal audit report directly to it.
• Board/committee engagement & attendance: FY2024 meeting counts—Board (10), Audit (8), Compensation (8), Governance & Nominations (5). The proxy reports 100% attendance across directors for Board/committee meetings except one director who missed one Board meeting (not identified).
• Board leadership: Independent Chair of the Board (Lawton W. Fitt). Board uses majority voting with mandatory resignation policy; executive sessions of independent directors held regularly.
• Governance hygiene: Prohibition on pledging/hedging company stock; stock ownership guidelines for non-employee directors of 5x annual cash retainer (with 50% holding requirement until met).

Fixed Compensation

• Structure (FY2024): Non-employee director annual cash retainer $75,000; Audit Committee Chair +$35,000; Audit Committee member +$15,000; meeting fees only if >12 meetings (not triggered in FY2024).
• Mr. Kumar (FY2024): Cash compensation $90,000 (consistent with $75,000 base + $15,000 Audit member fee; he was not chair until Jan 1, 2025).

Additional notes:

• Director compensation capped at $500,000 per non-employee director per fiscal year under the 2017 Plan (cash + equity grant-date value).
• The Board made no changes to non-employee director compensation for FY2024.

Performance Compensation

• Equity awards (FY2024): Annual RSU award targeted at $225,000 grant-date value (granted on March 21, 2024 for FY2024 program), vesting on or about the one-year anniversary; initial awards prorated for new directors; acceleration on death/disability/retirement or in connection with change in control; delivery subject to deferral elections.
• Mr. Kumar (FY2024): Stock awards (grant-date fair value) $224,962; unvested RSUs outstanding at FY2024 year-end: 4,438 shares.

Other Directorships & Interlocks

Expertise & Qualifications

• Audit committee financial expert; deep CFO/treasurer experience at a large-cap semiconductor company; extensive SEC reporting and capital markets credentials.
• Global operating experience including a decade in Asia supporting manufacturing services in Malaysia, China, Singapore, and Thailand.
• Education: B.S. (University of Malaya, ecology), M.A. (UC Santa Barbara, biology), MBA (UCLA, finance).

Equity Ownership

Alignment safeguards:

• Ownership guideline: 5x annual cash retainer for non-employee directors; 50% holding requirement until met.
• Strict prohibition on pledging and hedging of Ciena shares by directors.
• No stock options outstanding for any directors.

Governance Assessment

• Strengths for investor confidence:

  • Independent Audit Committee chaired by a seasoned former public-company CFO and designated financial expert; direct reporting lines from PwC and internal audit to the committee; robust mandate including related-party oversight and cybersecurity/IT risk.
  • High engagement: robust FY2024 meeting cadence; attendance effectively 100% with only one board meeting absence across all directors.
  • Clean conflicts profile: no FY2024 related person transactions; anti-hedging/pledging policy; majority vote with resignation policy; independent board chair; clear ownership guidelines.

• Watch items:

  • Committee leadership transition at Audit (chair role moved from Fitt to Kumar effective Jan 1, 2025); while orderly, investors should monitor continuity of audit oversight through the transition.
  • Director equity is time-based RSUs (no explicit performance conditions). This is standard for non-employee directors but provides no performance leverage; alignment instead relies on ownership guidelines and holding requirements.

• Compensation mix & trends:

  • FY2024 pay mix for Mr. Kumar skewed to equity (cash $90k, equity $224,962), consistent with best practices emphasizing stock-based alignment; no 2024 program changes and a plan-level director cap of $500k.

• RED FLAGS: None disclosed (no related party transactions; pledging prohibited; attendance strong; no option repricings; say-on-pay support ~90% in prior year indicating constructive shareholder sentiment).