Lawton W. Fitt
CIENAAbout Lawton W. Fitt
Independent Chair of the Board at Ciena (appointed December 2024), Audit Committee member, and director since November 2000; age 71 . Former Goldman Sachs partner (1994–2002) and Director of the Royal Academy of Arts (2002–2005), bringing deep capital markets and M&A expertise; designated an Audit Committee Financial Expert by the Board . Currently also Lead Independent Director at The Carlyle Group Inc. and Chairperson at The Progressive Corporation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Investment banker; Partner | 1979–Oct 2002 (Partner 1994–Oct 2002) | Structured/negotiated acquisition and financing transactions; capital markets expertise |
| Royal Academy of Arts (London) | Director | Oct 2002–Mar 2005 | Cultural institution leadership |
| Prior Public Company Boards | Director | ARM Holdings plc; Micro Focus International plc; Thomson Reuters Corporation (prior service) | Board experience across global technology and information services |
External Roles
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| The Carlyle Group Inc. | Lead Independent Director | Public | Governance leadership at global alternative asset manager |
| The Progressive Corporation | Chairperson | Public | Board chair at leading U.S. insurer |
Board Governance
- Board leadership: Independent Chair (since Dec 2024) with separation of Chair and CEO roles; Lead Independent Director role eliminated upon her appointment .
- Committee service: Audit Committee member; previously Audit Committee Chair until January 1, 2025 .
- Independence: Board determined eight of ten directors were independent in fiscal 2024; all standing committees are fully independent .
- Audit expertise: Board designates Ms. Fitt as an “audit committee financial expert” .
- Attendance: Directors attended 100% of Board/committee meetings in fiscal 2024, other than one director who missed one Board meeting (individual names not disclosed) .
- Shareholder mandate: Re-elected at 2025 AGM with 111,192,645 For / 10,246,768 Against / 75,536 Abstain; majority of votes cast standard .
| Body | FY24 Meetings |
|---|---|
| Board | 10 |
| Audit Committee | 8 |
| Compensation Committee | 8 |
| Governance & Nominations Committee | 5 |
Fixed Compensation (Director)
Program structure (non‑employee directors, FY2024) :
- Annual cash retainer: $75,000
- Additional retainers: Audit Chair $35,000; Audit member $15,000; Compensation Chair $25,000; Compensation member $10,000; Governance Chair $15,000; Governance member $6,000
- Meeting fees: None, unless >12 meetings per year, then $1,500 (Chair) / $1,000 (member) per meeting; special committees >3 meetings: $1,000 per meeting
Director cash/equity received (FY2024):
| Name | Fees Earned (Cash) | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Lawton W. Fitt | $110,000 | $224,962 | $334,962 |
- Equity grant policy (directors): Initial RSU $225,000; Annual RSU $225,000; annual grants vest ~one year from grant; acceleration upon death, disability, retirement, or change in control .
- Independent Chair equity retainer: New $100,000 annual equity retainer starting FY2025 .
- Outstanding unvested director RSUs at FY2024 year‑end: 4,438 for Ms. Fitt .
- No director perquisites; non‑employee directors receive no personal benefits; amounts in “All Other Compensation” relate only to the Executive Chair (not applicable to Ms. Fitt) .
Performance Compensation (Director)
- Director equity is delivered as time‑based RSUs; there are no performance‑conditioned awards for directors (annual RSUs vest on or about the one‑year anniversary) .
- Deferral: Directors may defer up to 100% of cash retainers and RSU awards under the Deferred Compensation Plan; vested deferred RSUs settle in shares per elected distribution .
- Summary of Ms. Fitt’s equity at FY2024 year‑end: 4,438 unvested RSUs outstanding .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | The Carlyle Group Inc. (Lead Independent Director); The Progressive Corporation (Chairperson) |
| Prior public boards | ARM Holdings plc; Micro Focus International plc; Thomson Reuters Corporation |
| Overboarding policy | Ciena limits non‑executive directors to service on ≤3 other public company boards; Board states all directors are in compliance |
| Compensation committee interlocks | None reported for fiscal 2024 among Compensation Committee members; Ms. Fitt is not listed on the Compensation Committee |
| Related person transactions | None for fiscal 2024 (under SEC rules) |
No related‑party transactions disclosed involving Ms. Fitt; prohibition on pledging/hedging of Ciena securities applies to directors .
Expertise & Qualifications
- Capital markets and M&A: Extensive investment banking background at Goldman Sachs; structuring/negotiating acquisitions and financings .
- Financial oversight: Audit Committee service; designated Audit Committee Financial Expert .
- Governance leadership: Independent Board Chair at Ciena; Chairperson at Progressive; Lead Independent Director at Carlyle .
- Enterprise risk and strategic oversight experience across global organizations .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days; includes vested/deferred RSUs) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Lawton W. Fitt | 3,928 | 119,915 | 123,843 | * (<1%) |
- No stock options outstanding for directors; “Right to Acquire” includes vested RSUs deferred under the Deferred Compensation Plan; directors have no outstanding options .
- Stock ownership guideline: Non‑employee directors must hold Ciena stock ≥5x annual cash retainer; 50% of net shares from awards must be held until guideline met .
- Hedging/pledging policy: Directors prohibited from pledging Ciena securities, short sales, and hedging transactions under Insider Trading Policy .
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM results: Say‑on‑pay votes For 114,787,685; Against 6,602,755; Abstain 124,509; approved by majority of shares present/represented .
- Prior year (2024) say‑on‑pay support: Approximately 90% of votes cast in favor .
- Engagement: Company engaged with more than half of top 25 shareholders ~60 times in the last 12 months; Board reviews feedback .
Governance Assessment
- Positives: Independent Chair with long board experience enhances oversight; designated audit financial expert; strong re‑election mandate at 2025 AGM; director pay uses time‑based RSUs aligning with shareholders; robust ownership, anti‑hedging/pledging policies; no related‑party transactions disclosed .
- Considerations: Long tenure (director since 2000) warrants continued focus on refreshment; however, board reports active refreshment and independence, and maintains majority‑independent composition with committee‑level independence .
- Capacity/overboarding: Holds two other public boards, within Ciena’s policy; board states all directors comply with overboarding limits .
Overall, governance signals (independent chairing, audit expertise, policy structure, and shareholder support) support investor confidence, with no disclosed conflicts or related‑party exposures tied to Ms. Fitt .