Marc D. Graff
CIENAAbout Marc D. Graff
Marc D. Graff, age 57, is Senior Vice President and Chief Financial Officer of Ciena, effective August 1, 2025. He previously served as SVP & CFO of Altera (spun out of Intel) and earlier as Corporate VP at Intel where he was CFO & COO for the Data Center and AI Group; he holds a B.S. in finance and economics (University of Colorado) and an MBA (University of Michigan) . In his first quarter on the job (Q3 FY25), Ciena delivered revenue of $1.220B (+~30% YoY), adjusted gross margin of 41.9%, adjusted operating margin of 10.7%, adjusted EPS of $0.67, and $174M cash from operations, while signaling 2026 expectations for ~17% YoY revenue growth and ~43% gross margin (±1 pt) with OpEx ~flat at ~$1.5B . Graff has articulated priorities to structurally improve gross margins, tighten working capital, and refine capital allocation (prioritize organic R&D, maintain M&A capacity, and return excess FCF) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ciena | SVP & CFO (Principal Financial & Accounting Officer) | Aug 2025–present | Joined to drive value creation; focus on margin structure, working capital, capital allocation |
| Altera (Intel subsidiary spin-out) | SVP & CFO | 2024 | Instrumental in executing majority sale of Altera from Intel |
| Intel | Corporate VP; CFO & COO, Data Center & AI Group | 2021–2024 | Finance and operations leadership across DC/AI at scale |
| Intel | VP Finance & Head of Corporate FP&A | 2019–2021 | Enterprise FP&A leadership |
| Intel | CFO, Sales & Marketing Group; Director of Finance & Administration, APJ; other finance roles | Prior years | Global finance leadership (incl. >9 years in Asia) |
External Roles
- None disclosed in Ciena filings (no current public company directorships reported) .
Fixed Compensation
| Component | Amount/Target | Effective date | Notes |
|---|---|---|---|
| Base salary | $650,000 | Aug 1, 2025 | As per offer letter |
Performance Compensation
Annual Cash Incentive (Short-term)
| Item | Detail |
|---|---|
| Eligibility | Target bonus equal to 100% of base salary; FY25 prorated from date of hire |
| Metrics (program design) | Revenue and Adjusted Operating Income used for annual cash incentive plan (company-wide) |
| FY2024 plan outcome (context) | Company-wide cash incentive paid at 65% of target due to performance below plan (pre-dates Graff’s tenure) |
Equity (Long-term)
| Award type | Target value / Shares | Performance period | Vesting | Metrics |
|---|---|---|---|---|
| Sign-on Replacement RSUs | $10,486,000 (shares set by grant-date close) | N/A (time-based) | 25% on first anniversary of grant; remaining 75% in equal installments each 3 months over next 3 years | N/A |
| FY26 annual LTI (RSU/PSU/MSU mix) | $3,900,000 delivered value | PSUs: 1 year; MSUs: 3 years | RSUs time-vest per standard program; PSUs vest in two equal installments over 12 months after performance year; MSUs vest at end of 3-year period (consistent with exec program) | PSUs: Aggregate Sales Orders and Adjusted EPS (equally weighted); MSUs: Relative TSR vs index |
Notes
- FY26 equity mix proportionate to other non-CEO executives; the number of shares is determined by grant-date price; metrics and vesting follow Ciena’s standard executive equity programs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines | Executive officers must hold Ciena stock equal to 2x base salary; 5 years to comply; must retain 50% of net shares from equity awards until meeting guideline |
| Anti-hedging/pledging | Company maintains anti-hedging and pledging policies as part of pay practices |
| Deferred compensation | Eligible to defer up to 75% of base salary and up to 100% of bonus/RSU under the Deferred Compensation Plan (no company match other than restorative 401(k) match) |
| 10b5-1 trading plans (Q3 FY25) | Company disclosed new/adopted plans for two SVPs (DiPerna, Gage); no Graff plan disclosed in Q3 FY25 10-Q Item 5 |
Observation: The sign-on RSUs create identifiable vesting dates (first anniversary of grant, then quarterly thereafter), which can concentrate potential selling windows if a 10b5-1 plan is adopted prior to those dates .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment | At-will employment |
| Start date | Effective August 1, 2025 |
| Severance (no change in control) | Under U.S. Executive Severance Benefit Plan: cash severance equal to 1x base salary + 1x target annual bonus; 12 months medical/dental/vision; 12 months executive outplacement; subject to 12-month non-compete/non-solicit, release, and clawback |
| Change-in-control (CIC) agreement | Double trigger: if terminated without cause or resigns for good reason within 90 days prior to or 12 months after a CIC: 1.5x base salary + 1.5x target bonus lump sum; benefits continue up to 18 months; D&O insurance and indemnification maintained; “best choice” 280G cutback (no tax gross-up) |
| Equity treatment on CIC | Upon CIC, unexpired performance-based equity converts to time-based awards at target; upon subsequent covered termination, all unvested equity vests |
| Clawback | Company discloses clawback policy and required reimbursement policy in pay practices |
| Non-compete/Non-solicit | Standard restrictions included in employment arrangements; severance plans require 12-month non-compete and non-solicit to receive benefits |
| Relocation/Perquisites | Robust relocation package (temporary living, travel, home sale/purchase assistance up to specified caps); taxable relocation benefits are tax grossed-up; pro-rated repayment if depart within 1 year of relocation benefit; sign-on cash $1,950,000 subject to full repayment if voluntary departure or termination for cause within 12 months |
Performance & Track Record
Company performance snapshot (Q3 FY25)
| Metric | Q3 FY25 |
|---|---|
| Revenue | $1,220,000,000 |
| Adjusted gross margin | 41.9% |
| Adjusted operating margin | 10.7% |
| Adjusted net income | $96,000,000 |
| Adjusted EPS | $0.67 |
| Cash from operations | $174,000,000 |
| Free cash flow margin | 11% |
| Adjusted EBITDA | $158,000,000 (13% of revenue) |
| Cash & investments | ~$1,400,000,000 |
| Share repurchases | 1,000,000 shares for $81,800,000 in Q3; YTD $245,000,000; targeting ~$330,000,000 for FY25 |
- Guidance/Outlook: Q4 FY25 revenue $1.24–$1.32B; adjusted GM 42–43%; restructuring and non-cash IPR&D charge disclosed; preliminary FY26 view ~17% YoY revenue growth, GM ~43% ±1 pt, OpEx ~flat at ~$1.5B; accelerate 15–16% operating margin target to FY26 .
- CFO priorities: Gross margin structure (product cost, supply chain optimization, pricing “value exchange”), world-class working capital, disciplined capital allocation to organic/inorganic growth and capital returns .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval was approximately 90% in the prior year, supporting current executive pay design .
Compensation Structure Analysis
- Mix and performance linkage: Ciena’s executive pay emphasizes at-risk compensation; cash bonuses tied to Revenue and Adjusted Operating Income; PSUs tied to Aggregate Sales Orders and Adjusted EPS; MSUs tied to relative TSR; FY2024 outcomes paid below target for cash (65%) and PSUs (40%) illustrating goal rigor; MSUs paid at 110% due to TSR outperformance .
- New-hire incentives: Large make-whole RSU ($10.486M) with four-year vesting and one-year cliff supports retention; sign-on cash ($1.95M) includes 12-month clawback if departure or for cause—a mitigating feature against near-term turnover .
- CIC economics: Double-trigger at 1.5x salary+bonus and equity acceleration post-termination are competitive but not excessive; no 280G gross-up (“best choice” cutback) .
- Governance protections: Stock ownership guideline (2x salary; 5-year compliance), anti-hedging/pledging, clawback policy, and strong shareholder support (90% say-on-pay) align incentives with investors .
Investment Implications
- Alignment and retention: A substantial, time-vested make-whole RSU and FY26 equity target value ($3.9M) provide multi-year retention and align Graff with long-term TSR and operating targets via PSUs/MSUs; ownership guideline (2x salary) and hold-until guidelines further tighten alignment .
- Selling pressure watchpoints: The one-year cliff on the sign-on RSU followed by quarterly vesting creates identifiable liquidity windows; monitor for adoption of a Rule 10b5-1 plan ahead of those dates (no Graff plan disclosed in Q3 FY25) .
- Downside protections vs. risk-taking: CIC and non-CIC severance (1.5x and 1.0x, respectively) plus equity acceleration only after double-trigger provide reasonable protection without encouraging premature exit; absence of 280G gross-ups is shareholder-friendly .
- Execution focus: Early CFO remarks emphasize structural gross margin improvement, supply chain/pricing discipline, and working capital—key levers to hit the 43% ±1 pt GM outlook for FY26 and bring forward operating margin targets; watch quarterly progress on GM, OpEx discipline (~$1.5B FY26), and FCF conversion against these targets .