Patrick T. Gallagher
CIENAAbout Patrick T. Gallagher
Independent director of Ciena since May 2009; age 70. Gallagher brings extensive global telecom leadership across carriers and network infrastructure, with prior senior roles at BT Group and as Executive Vice Chairman/CEO of FLAG Telecom. At Ciena, he chairs the Governance & Nominations Committee and serves on the Compensation Committee; he previously served as Ciena’s Lead Independent Director until December 2024 when the Board appointed an independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FLAG Telecom Group Ltd. | Executive Vice Chairman; CEO | 2003–2006 | Led carrier-scale operations; international markets perspective |
| BT Group plc | Senior Management Positions | Prior to 2003 | Deep carrier customer insight; operations outside U.S. |
| Golden Telecom Inc. | Vice Chairman | May 2006–Mar 2008 | Governance oversight in telecom adjacency |
| Macro 4 Ltd. | Chairman | Jan 2008–Feb 2009 | Board leadership, transformation oversight |
| Ubiquisys Ltd. | Chairman | Mar 2008–Apr 2012 | Strategy and scale-up in wireless/network applications |
| Intercloud SAS | Chairman | Jan 2014–Jan 2022 | SDN/cloud interconnect experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harmonic, Inc. (public) | Chairman | Oct 2007–present | Video solutions provider to telecom/cable/MSPs |
| Mirabeau SAS (private) | Chairman | Aug 2019–present | Private company; non-tech; reduces interlock risk |
Board Governance
- Committee assignments: Chair, Governance & Nominations; member, Compensation .
- Independence: Board determines all non-employee directors (including Gallagher) were independent in FY2024 under NYSE standards .
- Attendance and engagement: FY2024—Board met 10 times; Compensation 8; Governance & Nominations 5; the company states each director attended 100% of Board and committee meetings, except one director missed one Board meeting (not identified) .
- Lead Independent Director: Gallagher served as LID prior to appointment of an independent Chair in Dec 2024; LID responsibilities included executive sessions, agendas, liaison duties, and CEO succession planning .
- GNC remit: Board composition, independence, annual assessments, governance policies, compliance & ethics program oversight, sustainability oversight and risk oversight allocation .
- Compensation Committee remit: Executive and director pay oversight, clawbacks, talent and retention strategy; all members independent under NYSE rules; no committee interlocks in FY2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | Paid quarterly |
| Lead Independent Director retainer | $35,000 | Gallagher served as LID until Dec 2024 |
| Compensation Committee member fee | $10,000 | Member (non-chair) |
| Governance & Nominations Committee chair fee | $15,000 | Chair |
| FY2024 cash earned (reported) | $135,000 | Sum above reflects reported cash |
| Meeting fees | $0 | Not paid unless meetings exceed thresholds |
| Director compensation cap | $500,000 | Plan limit on cash + equity per FY |
Performance Compensation (Director)
| Equity Element | FY2024 Grant | Vesting | Outstanding at FYE |
|---|---|---|---|
| Annual RSU award (target delivered value) | $224,962 | Vests on or about one-year anniversary of grant; acceleration on death, disability, retirement, change-in-control; deferral optional | |
| RSU unvested units (aggregate) | — | — | 4,438 units |
| Options | — | — | None disclosed for non-employee directors; director equity program uses RSUs |
Director equity is time-based RSUs; no director PSUs/MSUs. Delivery may be deferred under the Deferred Compensation Plan (up to 100% of cash retainer and annual equity) .
Other Directorships & Interlocks
| Company | Relationship to CIEN | Interlock/Conflict Note |
|---|---|---|
| Harmonic, Inc. (Chairman) | No disclosed related-party transactions with CIEN in FY2024 | CIEN reports no related person transactions in FY2024; Audit Committee pre-approves any such transactions . |
| Compensation Committee Interlocks | None in FY2024 | Committee members (including Gallagher) were independent; no interlocks or insider participation issues disclosed . |
Expertise & Qualifications
- Extensive global business experience in international transactions and markets; senior executive roles at major European telecom service providers (BT, FLAG Telecom) .
- Industry knowledge in submarine and wireless network applications; strategic growth market opportunities relevant to Ciena .
- Board leadership capabilities: public company director experience in U.S. and Europe; GNC Chair provides governance depth .
- Prior LID responsibilities (exec sessions, agendas, governance processes) enhance board effectiveness .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly | 35,779 |
| Right to acquire (within 60 days/deferred units) | 22,285 |
| Total beneficial ownership | 58,064 (less than 1% of outstanding shares) |
| Shares outstanding reference | 142,591,833 shares |
| RSUs unvested at FYE | 4,438 units |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
| Director ownership guideline | 5x cash retainer requirement |
Governance Assessment
- Strengths: Independent director with long tenure and deep telecom/operator experience; chairs GNC with explicit oversight of governance, ethics, sustainability, and board effectiveness; served as LID—strong signal of board trust and effectiveness. Compensation program for directors balanced (cash + time-based RSUs) and within plan caps; robust anti-hedging/pledging policy supports alignment; no related person transactions disclosed in FY2024 .
- Engagement: FY2024 meeting cadence demonstrates active oversight; company reports near-full attendance across Board/committees; Gallagher sits on two committees including chair role, indicating high engagement .
- Potential risks/red flags: Long tenure (since 2009) can raise refreshment concerns, though Ciena discloses ongoing board refreshment and annual assessments; external chair role at Harmonic requires continued monitoring for any transactions or information sharing, but no related-party exposure disclosed; overboarding policy compliance affirmed by company (limits = ≤3 other public boards for non-executive; Gallagher serves on one) .
- Compensation alignment: No director performance equity (PSUs/MSUs) reduces pay-for-performance sensitivity, but RSU structure, ownership guidelines, and prohibition on hedging/pledging mitigate alignment concerns; director pay within disclosed limits .