Sheela Kosaraju
CIENAAbout Sheela Kosaraju
Senior Vice President, General Counsel and Assistant Secretary at Ciena; acting Chief People Officer since 2023. She joined Ciena in 2010 and has served as SVP & GC since January 2023; age 51 as of FY2023 disclosures . Company performance context during her current tenure: FY2024 revenue $4.01B with adjusted operating income of $465.8M, annual bonus funding at 65% of target, and 3-year TSR outperformance leading to MSUs paying at 110% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ciena | Vice President, Deputy General Counsel and Head of International Legal | Aug 2020 – Jan 2023 | Led global legal operations for international business; elevated to GC in 2023 |
| Ciena | Vice President, International General Counsel | May 2017 – Aug 2020 | Oversaw international legal matters supporting global expansion |
| HomeCom Communications | General Counsel | Not disclosed | Early-stage GC experience; breadth across corporate legal needs |
| Closedloop Solutions | General Counsel | Not disclosed | Early-stage GC experience; corporate legal and governance |
External Roles
No public company board roles or external directorships disclosed for Ms. Kosaraju in company filings .
Fixed Compensation
Not disclosed. She was not a Named Executive Officer (NEO) in FY2024 proxy tables; specific base salary, target bonus, and cash payouts for her are not itemized in the DEF 14A . Ciena’s executive pay philosophy emphasizes competitive fixed pay, with annual cash incentives linked to revenue, adjusted operating income, and corporate objectives; and significant equity components to align with shareholder interests .
Performance Compensation
Annual Cash Incentive Plan (FY2024)
| Metric | Weighting | Target | Actual | Payout Driver | Notes |
|---|---|---|---|---|---|
| Revenue | 40% | $4,600M | $4,015M | 69.5% of target for this component | Under target revenue resulted in reduced funding |
| Adjusted Operating Income | 30% | $734M | $465.8M | 0% for this component (below threshold) | Non-GAAP AOI per plan rules |
| Corporate Objectives | 30% | 4 objectives | 5 achieved | 125% of target for this component | Objectives spanned product launches, wins and operations |
| Total Plan Payout | — | — | — | 65% of target overall | Interpolated per plan schedules |
Note: Plan funding applies broadly; individual payouts for Ms. Kosaraju are not disclosed .
Equity Incentive Outcomes (Company-level context for FY2024 awards)
| Equity Vehicle | Performance Basis | Measurement Period | Outcome | Vesting |
|---|---|---|---|---|
| PSUs | Financial goals (e.g., revenue/EPS) | FY2024 | 40% of target earned | Vests in equal increments over two years after grant |
| MSUs | Relative TSR vs index median | FY2022–FY2024 | 110% of target earned; TSR beat index by 4.79% | Vests in full at end of three-year period |
Note: Ms. Kosaraju’s specific mix of RSUs/PSUs/MSUs is not disclosed in the proxy; her 10b5-1 plan references RSUs scheduled to vest (below) .
Equity Ownership & Alignment
Rule 10b5-1 Trading Plan & Vesting Schedule
| Item | Detail |
|---|---|
| 10b5-1 Plan Adoption | October 14, 2024 |
| Plan Duration | Until January 9, 2026 or earlier completion/expiry |
| Shares Covered | Up to 100% of net after-tax shares from vesting of an aggregate 16,923 RSUs |
| Scheduled Vest Dates | Dec 20, 2024; Mar 20, 2025; Jun 20, 2025; Sep 20, 2025; Dec 20, 2025 |
| Sale Mechanics | Sells up to 100% of net after-tax shares upon each vesting; exact shares vary with stock price and tax withholding |
Ownership, Guidelines, Hedging/Pledging
- Beneficial ownership (individual): Not itemized in FY2025 proxy table; several executives are listed, but Ms. Kosaraju is not among those with tabulated share counts .
- Executive stock ownership guidelines: Executive officers required to hold 2x base salary; 50% holding requirement until met .
- Insider trading policy: Prohibits pledging, short sales, and hedging transactions for all employees and directors .
- Clawback policy: Adopted in fiscal 2023; compliant with NYSE listing standards; committee oversees recoupment of erroneously paid executive compensation .
Employment Terms
| Element | Disclosure |
|---|---|
| Company Tenure | Joined Ciena in 2010 |
| Current Role Start | SVP & General Counsel since January 2023 |
| Acting Chief People Officer | Since August 2023; reaffirmed in January 2025 8-K signature block |
| Severance & CIC | Ciena maintains a U.S. Executive Severance Benefit Plan and standard Change‑in‑Control agreements for executives; company practice does not permit single-trigger CIC benefits . CFO and other executives are provided standard CIC and severance agreements, indicating program coverage at executive level . Specific multiples/terms for Ms. Kosaraju are not disclosed. |
| Clawback | Executive compensation clawback policy adopted in FY2023 . |
| Non-compete/Non-solicit | Standard restrictions apply to executives per 8‑K disclosures; Ms. Kosaraju’s specific agreement terms are not disclosed . |
Investment Implications
- Structured insider selling: A 10b5‑1 plan to sell up to 100% of net after‑tax shares upon quarterly RSU vest dates through December 20, 2025 suggests predictable, date‑clustered supply; monitor vest dates for potential incremental selling pressure .
- Alignment safeguards: Executive stock ownership guidelines (2x salary), an anti-pledging/anti-hedging policy, and an NYSE‑compliant clawback bolster alignment and mitigate governance risk .
- Pay-for-performance backdrop: Company incentive funding at 65% of target in FY2024 and equity outcomes tied to financial and TSR metrics indicate discipline; however, Ms. Kosaraju’s individual pay mix and outcomes are not disclosed, reducing visibility into her direct incentive alignment .
- Retention risk appears moderate: Long tenure at Ciena and elevation to SVP GC with interim CPO responsibilities signal organizational reliance; executive severance/CIC coverage at the company level provides transition protections, though her specific terms are undisclosed .