Donald Colvin

About Donald Colvin

Independent director of VIAVI Solutions since October 2015; age 72. Serves as Audit Committee Chair and member of the Corporate Development Committee; designated an “audit committee financial expert.” Prior roles include CFO at Caesars Entertainment, EVP/CFO at ON Semiconductor, CFO at Atmel and European Silicon Structures, and finance roles at Motorola. Education: BA (Hons) Economics (1975) and MBA (1978), University of Strathclyde (Scotland).

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Colvin is independent under Nasdaq standards; he is an Audit Committee financial expert under SEC rules.
• Committee assignments: Audit (Chair); Corporate Development (Member).
• Attendance: Board held 10 meetings in FY25; average attendance 98%, with all directors ≥75% attendance; Audit Committee held 8 meetings with ~96% average attendance.
• Risk oversight: Audit Committee oversees internal controls, cybersecurity/AI risks, climate-related disclosures, and related-party transaction reviews.

Fixed Compensation

Performance Compensation

• No performance-based equity awards for non-employee directors; equity is fixed-value RSUs with time-based vesting.

Other Directorships & Interlocks

The proxy discloses no related person transactions since the start of FY25; Audit Committee reviews and approves any related person transactions.

Expertise & Qualifications

• Designated Audit Committee financial expert; deep public-company CFO experience across semiconductors and diversified industries.
• Board skills include financial/audit expertise, strategic transactions/M&A, global business perspective (skills matrix framework).

Equity Ownership

• Stock ownership guidelines for non-employee directors: 3x annual cash retainer; compliance deadline within 5 years of election. As of Sep 23, 2025, directors have either satisfied or remain within the compliance window.
• Hedging and pledging prohibitions apply to directors under Insider Trading Policy.

Insider Trades (Form 4 – Recent Activity)

Director Compensation (FY25 – Actual)

Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)

Equity Ownership & Alignment Analysis

• Beneficial ownership: 188,524 shares (<1%); plus 23,529 unvested RSUs at FY25 end.
• Ownership policy: 3x annual cash retainer requirement for directors; directors either satisfied or within compliance window.
• Alignment policies: Anti-hedging and anti-pledging policies prohibit short sales, derivatives, monetization strategies, and pledging/margin accounts.

Related-Party Transactions and Conflicts

• No related person transactions since the beginning of FY25; Audit Committee reviews/approves any such transactions if they arise.
• Multi-board service: Current roles at Maxeon Solar and Agilysys; no VIAVI-related-party disclosures identified.

Governance Assessment

• Strengths: Audit Committee Chair and SEC-defined financial expert; strong committee attendance (Audit ~96%; Board avg 98%); robust anti-hedging/pledging and ownership guidelines; no related-party transactions disclosed.
• Compensation mix: Heavy equity component via fixed-value RSUs; FY25 increases to equity grant value ($220k from $210k) and certain committee retainers (e.g., Compensation Committee member to $15k), aligning incentives while modestly raising fixed fees.
• Shareholder support: High “For” votes for director election and say-on-pay in 2025.
• Monitoring items: Recent open-market sales in Nov 2025 and multi-board commitments (Maxeon Chair; Agilysys Audit Chair) warrant ongoing time/attention allocation monitoring; no conflicts disclosed. [Read insider trades table above]

Appendix: Committee Composition (FY25)