Joanne B. Olsen
CIENAAbout Joanne B. Olsen
Independent director since October 2018; age 66. Former EVP, Global Cloud Services & Support at Oracle (2016–Aug 2017) with prior senior roles leading applications sales, alliances, and consulting in North America (2012–2016), and general management positions (2010–2012). Began career at IBM, holding executive roles across sales, global financing, and hardware from 1979–2010. Currently serves on the boards of Teradata and Keysight; qualifies as an independent director under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oracle Corporation | EVP, Global Cloud Services & Support | 2016–Aug 2017 | Led cloud transformation services & support strategy across business units |
| Oracle Corporation | SVP, Leader of Applications Sales, Alliances & Consulting (North America) | 2012–2016 | Drove sales and partner strategy for applications |
| Oracle Corporation | General Management Roles | 2010–2012 | Various GM positions |
| IBM | Executive roles across sales, global financing, hardware | 1979–2010 | Broad global operating leadership |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Teradata Corporation | Director | Current | Public company board |
| Keysight Technologies, Inc. | Director | Current | Public company board; Keysight appears in CIEN’s executive compensation peer group |
Board Governance
- Committees: Compensation Committee (Chair); Governance & Nominations Committee (Member)
- Independence: Independent director; all standing committees composed solely of independent directors
- Attendance and engagement: Board held 10 meetings; Compensation Committee 8; Governance & Nominations 5. Directors attended 100% of Board/committee meetings except one director who missed one Board meeting; nine of ten directors attended the annual meeting (virtual). Governance policy includes regular executive sessions without management.
- Overboarding: Policy limits service to three other public boards (one if serving as a public company executive). All directors are in compliance.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board Retainer (cash) | $75,000 | Non-employee director cash retainer |
| Compensation Committee Chair retainer | $25,000 | Additional annual chair retainer |
| Governance & Nominations Committee member retainer | $6,000 | Additional annual member retainer |
| Total cash fees earned (FY2024) | $106,000 | Olsen’s cash compensation for FY2024 |
| Meeting fees (only if thresholds exceeded) | $1,500 chair / $1,000 member | Paid per meeting >12 per year for Board/standing committees or special committee thresholds |
Performance Compensation
| Equity Award | Grant Date | Target Delivered Value | Grant-Date Fair Value | Units | Vesting | Key Terms |
|---|---|---|---|---|---|---|
| Annual RSU (FY2024) | March 21, 2024 | $225,000 | $224,962 | 4,438 | One-year from grant | Vesting accelerates upon death, disability, retirement, or change in control; directors may defer equity under the Deferred Compensation Plan |
No option awards, performance stock units, or director-specific performance metrics are disclosed for non-employee directors; equity compensation is time-based RSUs.
Other Directorships & Interlocks
| Company | Interlock/Peer Group Overlap | Potential Conflict Consideration | Mitigants |
|---|---|---|---|
| Keysight Technologies | Included in CIEN’s executive compensation peer group | Optics: As CIEN Compensation Committee Chair, Olsen’s service on a peer-group company could raise perceived benchmarking bias risk | Committee uses independent consultant (Compensia), assessed for independence; no Compensation Committee interlocks; robust governance and majority-independent Board |
| Teradata | Not specifically noted in CIEN’s peer group | Minimal direct conflict signal disclosed | Same mitigants as above |
Expertise & Qualifications
- Significant cloud infrastructure and global enterprise technology experience; senior leadership across sales, services, alliances .
- Global business experience with multinational operations; executive-level management background .
- Public technology company board experience across multiple issuers .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Beneficial Ownership Total | % Outstanding |
|---|---|---|---|---|
| Joanne B. Olsen | 8,375 | 1,484 | 9,859 | <1% |
| Unvested RSUs at FY2024-end | — | — | 4,438 units | — |
- Stock ownership guidelines: Non-employee directors must hold shares equal to 5x cash retainer; 50% holding requirement applies until minimum level is achieved. Hedging and pledging are prohibited for directors and employees under Insider Trading Policy.
- Section 16 compliance: The company reported certain late Form 4s for named officers, but not for Olsen.
Governance Assessment
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Strengths
- Independent director with deep cloud and enterprise operations background; chairs Compensation Committee and serves on Governance & Nominations, aligning expertise with oversight of pay, talent, and sustainability.
- Strong engagement cadence: frequent Board/committee meetings; near-perfect director attendance; structured executive sessions and refreshed governance documents.
- Transparent director pay structure with modest cash retainers and standardized RSU grants; director compensation within plan limits ($500k cap).
- Alignment policies: ownership guidelines, prohibition on hedging/pledging, majority-independent Board, majority voting with resignation policy; high say‑on‑pay support (~90%).
-
Risks and Watch Items
- Potential perceived benchmarking conflict: Keysight is in CIEN’s executive compensation peer group while Olsen chairs Compensation. Mitigated by use of independent consultant (Compensia), annual independence assessment, and disclosed absence of compensation committee interlocks.
- Multi‑board workload risk: Two other public boards plus CIEN chair role could constrain bandwidth in periods of elevated meetings; company asserts compliance with overboarding limits and annually reviews time commitments.
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, tax gross‑ups, option repricing, or Section 16 delinquencies for Olsen. Audit Committee reviews related person transactions; insider trading policy prohibits hedging/pledging.