Mary G. Puma
CIENAAbout Mary G. Puma
Independent director (Class II) at Ciena since August 2023; member of the Audit Committee and designated an “audit committee financial expert.” Age 67. Former President & CEO of Axcelis Technologies with deep semiconductor supply chain operating experience; education includes a B.A. in economics (Tufts) and an M.S. from MIT Sloan School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axcelis Technologies, Inc. | Executive Chairperson of the Board | May 2023 – May 2024 | Provided semiconductor capital equipment leadership context to board oversight |
| Axcelis Technologies, Inc. | President & Chief Executive Officer | Jan 2002 – May 2023 | Led global operations across sales, marketing, R&D, supply chain, and manufacturing |
| Axcelis Technologies, Inc. | President & COO | Jul 2000 – Jan 2002 | Oversight across core operating functions |
| Eaton (Implant Systems Division, predecessor to Axcelis) | General Manager & Vice President | From 1998 | Pre-Axcelis leadership in ion implantation systems |
| General Electric (GE) | Marketing & General Management positions | ~15 years (pre-1996) | Broad operating background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Allegro MicroSystems, Inc. | Director | Current | Public company board |
| Penguin Solutions, Inc. (formerly SMART Global Holdings, Inc.) | Director | Current | Public company board |
| Entegris, Inc. | Director | Current | Public company board |
| SEMI (industry association) | Chairperson of the Board | Since Dec 2022 | Global micro/nano-electronics supply chain association |
Board Governance
- Independence: The Board determined that, except for the CEO and former Executive Chair, all directors during fiscal 2024 were independent; standing committees are composed solely of independent directors .
- Committee assignments: Audit Committee member; designated by the Board as an “audit committee financial expert” (Item 407(d)(5) Reg S‑K) .
- Attendance: In fiscal 2024, the Board held 10 meetings; Audit Committee held 8. The company disclosed all directors attended 100% of Board and committee meetings except one director who missed one Board meeting (no names provided) .
- Executive sessions: Independent directors meet regularly without management present .
- Overboarding: Ciena’s policy limits directors to three other public company boards (or one if serving as an executive officer of a public company); the company states all directors are in compliance and reviews time commitments annually .
- Say-on-pay: Approximately 90% of votes cast supported executive compensation at the most recent annual meeting, indicating broad shareholder support for pay practices .
Fixed Compensation (Director)
| Component | Structure | Amount/Detail |
|---|---|---|
| Annual Board retainer (cash) | Non-employee director | $75,000 |
| Committee fees (cash) | Audit Committee | $15,000 member (Chair $35,000) |
| Meeting fees | Only if >12 meetings | $1,500 per extra meeting for Chair; $1,000 for members |
| Fiscal 2024 cash actually earned | Puma | $90,000 (retainers) |
| Non-employee director comp cap | Total cash + equity | $500,000 annual limit (2017 Plan) |
Notes:
- Ciena disclosed no changes to director cash compensation for fiscal 2024 .
- No perquisites for non-employee directors .
Performance Compensation (Director)
| Component | Structure | Grant/Value | Vesting/Other Terms |
|---|---|---|---|
| Annual Equity (RSUs) | Time-based | Target delivered value $225,000; Puma FY24 grant date fair value $224,962 | Annual grant on meeting date; vests on/about one-year anniversary; accelerated upon death, disability, retirement, or change in control |
| Options | Not used for directors | None outstanding | Company reports no outstanding stock options for any directors |
| Deferral | Deferred Compensation Plan | Directors may defer up to 100% of cash and equity | Distributions in stock for deferred RSUs; flexible election terms |
No performance metrics apply to director equity; awards are time-based RSUs (not PSUs/MSUs) . Clawback policies disclosed pertain to executives; director RSUs are not performance-based and are subject to standard plan terms .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | Allegro MicroSystems; Penguin Solutions; Entegris |
| Interlocks with Ciena | None disclosed |
| Overboarding compliance | Company states all directors comply with overboarding policy; Governance & Nominations Committee annually reviews outside board service |
| Related person transactions | Ciena reported no related person transactions in fiscal 2024; Audit Committee oversees related-party reviews |
Expertise & Qualifications
- Former CEO in semiconductor capital equipment; extensive operating oversight in sales, marketing, R&D, supply chain, manufacturing; global transactions and risk management experience; public company director experience .
- Audit Committee Financial Expert designation underscores financial literacy and oversight depth .
- Education: B.A. (Tufts), M.S. (MIT Sloan) .
Equity Ownership
| Holder | Shares Owned | Right to Acquire | Total Beneficial | % of Outstanding |
|---|---|---|---|---|
| Mary G. Puma | 2,696 | 4,438 (includes RSUs vestable/deferrals per policy note) | 7,134 | <1% |
Additional ownership and alignment details:
- Outstanding unvested director RSUs at FY-end: 4,438 (aggregate) .
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; 50% holding requirement until achieved .
- Hedging/pledging: Prohibited for employees and directors under Ciena’s Insider Trading Policy .
- Section 16(a) compliance: Company listed certain late filers for FY24; Mary G. Puma not identified among delinquencies .
Governance Assessment
-
Strengths
- Independent director with Audit Committee Financial Expert status; enhances financial oversight and risk governance .
- Semiconductor operations CEO background is highly relevant to Ciena’s supply chain, manufacturing, and technology scaling risks .
- Compensation structure aligns director interests through majority equity (time-based RSUs), within a $500k director pay cap; no perquisites; meeting fees only above thresholds .
- Strong governance context: independent committees, executive sessions of independents, robust related-party policy with no related transactions reported for FY24 .
- Shareholder sentiment supportive (≈90% say-on-pay approval), indicating low governance friction environment .
-
Watchpoints
- External board load: She serves on three other public boards; while the company asserts compliance with its overboarding policy and annually reviews time commitments, this remains an area to monitor for bandwidth and potential information-flow sensitivities .
- Ecosystem overlap: Current directorships in the semiconductor supply chain (Allegro, Entegris, Penguin Solutions) may intersect with Ciena’s supplier/customer base; no related-party dealings were disclosed, and the Audit Committee oversees any such matters under a formal policy .
- Ownership alignment: Beneficial ownership remains below 1% of shares outstanding; the company enforces director ownership guidelines and a 50% post-vesting holding requirement until met, but individual compliance status is not disclosed .
-
Engagement/attendance signal
- The Board and committees were active in FY24 (Board: 10; Audit: 8), and all directors except one (unnamed) attended 100% of meetings—supportive of engagement and oversight rigor .