Hassan M. Ahmed
CIENAAbout Hassan M. Ahmed
Independent Class III director at Ciena, serving since June 2020; age 67. Executive Chairman and CEO of Sway AI, Inc. since March 2021; former Chairman/CEO of Affirmed Networks (acquired by Microsoft in April 2020); prior Chairman/CEO of Sonus Networks (1998–2008); earlier executive roles at Ascend, Cascade, Analog Devices; founder/president of WaveAccess; founded and directed the VLSI Systems Group at Codex; former Associate Professor of Electrical, Computer and Systems Engineering and Associate Professor of Finance at Boston University. Determined independent under NYSE rules; term expires in 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sway AI, Inc. (private) | Executive Chairman & CEO | Since Mar 2021 | AI technologies leadership; strategic oversight |
| Affirmed Networks, Inc. | Chairman & CEO | 2010–Apr 2020 | Built cloud‑native mobile network solutions; sold to Microsoft |
| Founder SPAC | Executive Chairman | Mar 2021–Aug 2022 | SPAC merged with Rubicon Technologies, LLC |
| Sonus Networks, Inc. | Chairman & CEO | 1998–2008 | Led telecom networking company |
| Charles River Ventures, LLC | Senior Advisor | Pre‑2010 | Venture advisory |
| Ascend Comm.; Cascade Comm.; Analog Devices | Various executive roles | Pre‑1998 | Product/strategy execution |
| WaveAccess, Inc. | President & Founder | Pre‑1998 | Founded wireless/data networking venture |
| Codex Corporation (VLSI Systems Group) | Founder & Director | Pre‑1998 | Built VLSI group |
| Boston University | Associate Professor (ECE & Finance) | Prior academic | Research/teaching in engineering and finance |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Avesha Inc. | Board experience | Private | Current | Cloud/AI‑related private company |
| Oxefit, Inc. | Board experience | Private | Current | Private fitness technology firm |
| Sway AI, Inc. | Executive Chairman | Private | Current | Active executive role |
| KINS Technology Group, Inc. | Executive Chairman (prior) | Public | Prior | SPAC (public) experience |
| Affirmed Networks, Vesper Technologies | Chair / board (prior) | Private | Prior | Prior private company boards |
Board Governance
- Committees: Compensation Committee (member); Governance and Nominations Committee (member). Committee chairs are Joanne B. Olsen (Compensation) and Patrick T. Gallagher (Governance & Nominations).
- Independence: Board determined all directors other than employees (Smith, Nettles) were independent in fiscal 2024; committee membership limited to independent directors.
- Meetings held FY2024: Board 10; Audit 8; Compensation 8; Governance & Nominations 5.
- Attendance: Company disclosed directors attended 100% of Board and committee meetings, except one director missed one Board meeting; nine of ten directors attended the virtual Annual Meeting.
- Governance practices: Majority vote standard with resignation policy, proxy access, executive sessions of independent directors, prohibition on pledging/hedging, overboarding limits, robust annual assessments.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Non‑employee Director) | $75,000 | Paid quarterly |
| Compensation Committee member retainer | $10,000 | Non‑chair member |
| Governance & Nominations Committee member retainer | $6,000 | Non‑chair member |
| Meeting fees | $0 | Only paid if >12 meetings; not indicated for FY2024 |
| FY2024 Cash Fees (Ahmed) | $91,000 | 75k + 10k + 6k |
- Director compensation cap: $500,000 per fiscal year (cash + grant‑date fair value of equity) under 2017 Omnibus Incentive Plan; exceptions only for extraordinary circumstances.
Performance Compensation
| Equity Award Type | Target Delivered Value | Grant Date | Vesting | Acceleration | Performance Linkage |
|---|---|---|---|---|---|
| Annual RSU (Non‑employee Directors) | $225,000 | Mar 21, 2024 | Vests on or about one‑year anniversary | Death, disability, retirement, change in control | None (time‑based) |
- FY2024 Stock Awards (Ahmed): $224,962 grant‑date fair value for RSUs; aggregate unvested RSUs at fiscal year end: 4,438 units.
- Deferral: Directors may defer up to 100% of annual cash retainer and RSUs; distributions in stock per plan elections.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Current public company boards | None | No interlocks disclosed with Ciena competitors/suppliers/customers |
| Private boards (Avesha, Oxefit, Sway AI) | Director/Exec Chair | No related‑party transactions disclosed for FY2024; Audit Committee oversees related‑party approvals per policy |
Expertise & Qualifications
- Prior CEO in adjacent technology space; expertise in NFV solutions; strategic insights across corporate functions; significant telecom industry experience.
- Academic grounding in engineering and finance; technical and financial acumen relevant to board effectiveness.
Equity Ownership
| As of Jan 27, 2025 | Shares Owned | Right to Acquire (within 60 days or deferred RSUs) | Beneficial Ownership Total | % of Shares Outstanding |
|---|---|---|---|---|
| Hassan M. Ahmed | 15,244 | 4,438 | 19,682 | <1% (out of 142,591,833 shares) |
| Ownership Policy | Requirement | Compliance Mechanisms |
|---|---|---|
| Non‑employee Director stock ownership guideline | 5x annual cash retainer | Must hold 50% of net shares from company awards until reaching guideline; five years allowed to attain; unvested RSUs/uneared PSUs/MSUs do not count |
| Hedging/Pledging | Prohibited for employees and directors | Insider Trading Policy bans hedging and pledging of Ciena securities |
Governance Assessment
- Alignment positives: Independent director with deep telecom/virtual networking and AI leadership experience; active on Compensation and Governance & Nominations committees that drive pay strategy, board effectiveness, and sustainability oversight. Strong attendance and adherence to independence standards; anti‑hedging/pledging and ownership guidelines support investor alignment.
- Compensation structure: Mix of time‑based RSUs and modest cash retainers; Ahmed’s FY2024 comp $315,962 (cash $91,000; equity $224,962); equity vests annually with change‑in‑control acceleration—common market practice; no perquisites or options; director comp capped under plan. (Mix computed from disclosed amounts.)
- Conflicts/related‑party: Company reported no related‑person transactions in FY2024; Audit Committee reviews any such transactions; overboarding limits in place and compliance reviewed annually.
- Investor sentiment: Say‑on‑pay support ~90% last year, indicating broad shareholder acceptance of compensation practices overseen by his committee.
- Watch items: Ongoing executive role at Sway AI (private) warrants continued monitoring for any potential business dealings with Ciena; none disclosed to date. Related‑party transaction policy and Audit Committee oversight mitigate risk.
Overall signal: Board effectiveness and investor alignment appear sound for Ahmed—independence, committee engagement, no disclosed conflicts, and conservative director pay design support investor confidence. Continued vigilance on potential interactions between Ciena and Ahmed‑affiliated private entities is advisable.