T. Michael Nevens
CIENAAbout T. Michael Nevens
Independent Class III director of Ciena since February 2014; age 75. Brings extensive strategy and governance experience as a former McKinsey senior partner (managed the Global Technology Practice) and long-time private equity adviser (Permira senior adviser since 2006; emeritus since January 2023). Currently serves on Ciena’s Audit Committee. Background includes adjunct professor of Corporate Governance and Strategy at Notre Dame and service on the McKinsey Global Institute board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Director (Senior Partner); Managing Partner, Global Technology Practice; Board member, McKinsey Global Institute | 1980–2002 | Led technology practice; strategic planning expertise |
| Permira Advisers, LLC | Senior Adviser (emeritus since 1/2023) | 2006–present (emeritus since Jan 2023) | Private equity perspective; governance insights |
| University of Notre Dame (Mendoza College) | Adjunct Professor (Corporate Governance & Strategy) | Not disclosed | Academic governance expertise |
External Roles
| Company/Organization | Role | Public/Private | Notes |
|---|---|---|---|
| NetApp, Inc. | Chairman | Public | Current public board; 1 other public board listed for Nevens |
| Altera Corporation | Director (prior) | Public (historical) | Prior public company board experience |
| Longbow Security, Inc. (formerly TalonX, Inc.) | Director (prior) | Private | Cyber/security exposure |
Board Governance
- Committee assignments: Audit Committee member (financially literate; not designated as the “audit committee financial expert”). Audit oversees financial reporting, internal controls, related party transaction reviews, and cybersecurity (quarterly CISO updates reported to the committee/Board).
- Independence: Ciena states all directors other than two executive directors were independent in fiscal 2024; Nevens is listed as an independent director.
- Attendance and engagement: Ciena disclosed that each director attended 100% of Board and committee meetings in fiscal 2024, except one director who missed one Board meeting; nine of ten directors attended the prior Annual Meeting. The Board engaged with more than half of the top 25 shareholders nearly 60 times in the last 12 months.
- Tenure and class: Director since 2014; Class III term expiring in 2027.
- Board leadership: Separate Chair/CEO roles; Independent Chair appointed December 2024.
- Overboarding and governance safeguards: Non-employee directors limited to three other public boards (one if an executive officer); Board confirms compliance. Independent director executive sessions occur regularly.
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Annual cash retainer (non-employee director) | $75,000 |
| Audit Committee member retainer | $15,000 |
| Committee chair retainers | Not applicable to Nevens in FY24 |
| Meeting fees | None unless >12 meetings; not triggered in FY24 |
| FY2024 cash paid to Nevens | $90,000 |
Performance Compensation
| Component | Grant Date | Grant Type | Grant Basis | Vesting |
|---|---|---|---|---|
| FY2024 Annual Director Equity | Mar 21, 2024 | RSU | Target delivered value $225,000 (actual grant-date fair value reflected below) | Vests on or about 1-year anniversary |
| FY2024 Stock Awards (Nevens) | FY2024 | RSU | $224,962 grant-date fair value | Director annual RSUs; time-based vesting |
- Metrics: Non-employee director equity is time-based RSUs; no performance conditions or metrics apply to director equity grants.
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Current public boards | NetApp, Inc. (Chairman) |
| Interlocks/related persons | Ciena reports no related person transactions in fiscal 2024 under SEC rules. Audit Committee reviews and must approve any related person transactions per policy. |
| Overboarding status | Within policy (holds one other public board, below the 3-board cap). |
Expertise & Qualifications
- Strategic planning and competitive strategy (McKinsey senior partner; technology sector specialization).
- Private equity and capital allocation perspective (Permira senior adviser/emeritus).
- Governance and boardroom practice (Adjunct professor in governance and strategy; prior public tech boards).
- Audit Committee oversight exposure, including financial reporting and cybersecurity risk oversight through committee responsibilities.
Equity Ownership
| Holder | Shares Owned | Right to Acquire (60 days) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| T. Michael Nevens | 15,570 | 4,438 | 20,008 | <1% |
- Shares outstanding at Jan 27, 2025: 142,591,833.
- Outstanding unvested director RSUs at FY2024 year-end (Nevens): 4,438 units.
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; 50% of net shares from equity must be held until guidelines met. Individual compliance status not disclosed.
- Hedging/pledging: Prohibited for directors under Insider Trading Policy and governance documents.
- Section 16(a) compliance: Company disclosed certain late filings for other insiders; no disclosure indicating a late filing by Nevens.
Governance Assessment
-
Positives
- Independent director with deep strategy/governance credentials; Audit Committee member contributing to oversight of financial reporting and cybersecurity.
- Strong attendance culture and active shareholder engagement at Board level; no Section 16(a) delinquencies disclosed for Nevens.
- Director pay structure is standard (cash retainer + time-based RSUs), capped by a $500,000 annual limit for non-employee directors; FY2024 director pay remained unchanged YoY—signals restraint.
- Anti-hedging/pledging policy and robust related-party transaction policy; no related-party transactions reported.
- Overboarding policy and separate independent Chair strengthen governance; standing committees fully independent.
-
Watch items
- Tenure of ~11 years (since 2014) is meaningful; Board emphasizes ongoing refreshment with recent changes, but investors often monitor long tenures relative to independence perceptions.
- External time commitments: Serves as Chairman of NetApp while on Ciena’s Audit Committee; within policy limits, but Chair roles can be time-intensive—continued monitoring of attendance (no issues disclosed).
-
Overall signal
- Governance posture appears strong with standard, shareholder-aligned director compensation, independence, and clear oversight responsibilities. No conflict or related-party red flags disclosed for Nevens; equity ownership aligns incentives, subject to stock ownership guidelines.