Jason M. Phipps
CIENAAbout Jason M. Phipps
Senior Vice President, Global Customer Engagement at Ciena; in fiscal 2024 he also assumed oversight of Global Services, driving diversification and execution amid industry volatility. Phipps led significant expansion with cloud providers, contributing to Ciena’s record ~$1.2B cloud revenue within $4.01B FY24 revenue, while company cash/investments ended at ~$1.33B . Performance alignment signals include FY24 NEO cash bonuses paid at 65% of target on below-plan revenue/operating income but strong corporate objective attainment, PSUs earned at 40% of target, and MSUs for the FY22–FY24 cycle paid at 110% on relative TSR outperformance . Age, education, and tenure details for Phipps were not disclosed in the latest proxy.
Past Roles
Not disclosed in the latest proxy statement .
External Roles
Not disclosed in the latest proxy statement .
Fixed Compensation
Base salary, target bonus, and actual bonus
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | 546,000 | 564,600 |
| Target Bonus (% of Salary) | 100% | 100% |
| Actual Cash Incentive Paid ($) | 540,540 | 366,990 |
Multi-year compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 515,385 | 539,000 | 570,450 |
| Stock Awards (Grant Date Fair Value) | 2,804,194 | 2,798,397 | 2,918,868 |
| Non-Equity Incentive Plan Comp (Cash) | — | 540,540 | 366,990 |
| All Other Compensation | 20,573 | 20,842 | 21,046 |
| Total | 3,340,152 | 3,898,779 | 3,877,354 |
Notes:
- “All Other Compensation” for Phipps includes 401(k) match and financial planning/tax prep reimbursement (subject to $10,000 annual limit) .
Performance Compensation
FY24 annual cash incentive design and outcome
| Metric | Weight | Target | Actual/Result | Payout Factor |
|---|---|---|---|---|
| Revenue | 40% | $4,600M | $4,015M | 69.5% |
| Adjusted Operating Income | 30% | $734M | $465.8M | 0% |
| Corporate Objectives | 30% | 4 of 6 | 5 of 6 achieved | 125% |
| Weighted Outcome | — | — | — | 65% of target bonus |
Equity award structure, metrics, and 2024 grants
| Instrument | Metric | Weight (Other NEOs) | FY24 Grant (Target) | Vesting |
|---|---|---|---|---|
| RSU | Time-based | 50% | 30,978 shs | 1/16 quarterly over 4 years |
| PSU | Sales Orders and Adjusted EPS (FY24) | 30% | 18,587 shs | 50% after year 1; 50% after year 2 |
| MSU | Relative TSR vs comparison index (FY24–FY26) | 20% | 12,391 shs | 100% at end of 3-year period |
- FY24 PSU outcome: earned 40% of target; earned portion vests in two equal installments on Dec 20, 2024 and Dec 20, 2025 .
- FY22–FY24 MSU cycle outcome: 110% of target earned (reflecting TSR outperformance) and vested in full on Dec 20, 2024 .
- FY24 full grant-date fair value for Phipps’ equity: $2,918,868 (RSU/PSU at close price on 12/12/23; MSU via Monte Carlo) .
Equity Ownership & Alignment
Beneficial ownership (as of Jan 27, 2025)
| Item | Amount |
|---|---|
| Shares Owned | 47,162 |
| Right to Acquire within 60 days (vested RSUs/deferred) | 5,816 |
| Total Beneficial Ownership | 52,978 |
| % of Outstanding Shares | <1% |
Outstanding unvested equity at FYE 2024 (select awards)
| Award (Grant Date) | Unvested/Outstanding (#) | Notes |
|---|---|---|
| PSU (12/12/2023) | 7,434 | 40% of target earned; vests 50% on 12/20/24 and 50% on 12/20/25 |
| RSU (12/12/2023) | 25,170 | Vests 1/16 quarterly through 12/20/2027 |
| MSU (12/12/2023) | 12,391 | Performance in progress; vest at end of FY24–FY26 period |
| PSU (12/13/2022) | 2,544 | Remaining amounts earned vested 12/20/2024 |
| RSU (12/13/2022) | 14,904 | Vests 1/16 quarterly through 12/20/2026 |
| PSU (12/14/2021) | 5,454 | FY22–FY24 MSU cycle earned 110%; amounts vested 12/20/2024; PSUs as shown at FYE 2024 |
| MSU (12/14/2021) | 7,679 | Earned 110% and vested in full on 12/20/2024 |
Alignment policies and guidelines
- Stock ownership guidelines: executive officers 2x base salary; 50% holding requirement until met .
- Prohibitions: hedging and pledging of Ciena securities prohibited; company maintains an insider trading policy and a separate Rule 10b5-1 plan policy .
- No outstanding stock options (executive officers) .
Implications for insider selling pressure
- Regular quarterly RSU vesting on Mar 20, Jun 20, Sep 20, Dec 20 can trigger withholding-related sales; FY24 shows many NEOs’ withholding transactions, but no late filings disclosed for Phipps .
- Near-term deliveries: remaining 50% of FY24 PSUs deliver on Dec 20, 2025; RSUs continue quarterly through 2026–2027; MSUs cliff in FY26—potential event-driven supply depending on performance .
Employment Terms
Contract status and clawbacks
- At-will employment; no individual employment agreement disclosed for NEOs .
- Clawback: NYSE-compliant compensation recovery policy and broader clawback provisions in the 2017 Plan; adopted in fiscal 2023 .
- Anti-hedging/pledging policy; 10b5-1 plan policy in place .
Severance (non-CIC) and change-in-control economics for Phipps
| Scenario | Salary + Target Bonus ($) | Benefits/Other ($) | Equity Acceleration Value ($) | Total ($) |
|---|---|---|---|---|
| Involuntary separation (other than cause) | 1,129,200 | 32,084 | — | 1,161,284 |
| Change in control + covered termination (double trigger; 90 days pre-/12 months post-CIC) | 1,693,800 | 45,400 | 6,260,552 | 7,999,752 |
Notes:
- “Covered termination” requires both a change in control and a qualifying termination; CEO window is 18 months, other NEOs 12 months; non-compete and non-solicit apply for 12 months (18 months CEO). No excise tax gross-ups .
- Death/Disability: acceleration of a year of RSUs; beginning with Dec 2023 awards, unearned PSUs/MSUs pro-rate at target on death/disability .
Perquisites, deferred comp, and retirement
- Perqs: financial planning/tax prep reimbursements up to $10,000/year for executive officers; Phipps received reimbursements in FY24; standard 401(k) match .
- Deferred compensation: Phipps did not participate in FY24; no company contributions for NEOs (plan allows deferral of salary, cash bonus, and RSUs) .
Investment Implications
- Pay-for-performance discipline: 65% cash bonus payout and only 40% PSU earn reflect below-plan revenue/OI, while relative TSR MSU outperformance (110% for FY22–FY24) demonstrates alignment with shareholder returns—comp mix leaves a meaningful portion “at risk,” particularly MSUs tied to relative TSR .
- Retention and supply overhang: Multi-year RSU cadence (quarterly through 2026–2027) and a 2026 MSU cliff create predictable supply that could translate to periodic tax-withholding sales; absence of pledging and strong ownership/holding requirements temper alignment risk .
- Transaction economics: Double-trigger CIC protections plus full/partial equity acceleration ($8.0M total value in a CIC termination scenario for Phipps) are standard but material—relevant for M&A models and management retention planning in a deal context .
- Execution lens: Phipps’ remit spans global customer engagement and services; FY24 narrative highlights record cloud-provider revenue contribution and backlog execution—key for monitoring leading indicators (cloud orders, services mix) that drive PSU metrics and near-term cash bonuses .
- Governance risk profile: No tax gross-ups, anti-hedging/pledging, and a robust clawback framework reduce headline risk; say-on-pay support (~90%) indicates investor acceptance of program design .