Douglas Gilstrap
VIAVI SOLUTIONSAbout Douglas Gilstrap
Douglas Gilstrap (age 62) is an independent, non‑employee director of Viavi Solutions Inc., serving on the Board since November 2022. He is a telecom and technology executive with global C‑suite experience (including strategy, operating and CEO roles) and private equity board exposure; he currently serves as Chairman and CEO of Zentro (private ISP) and was previously Senior Industrial Advisor/Venture Partner at EQT and TCV, Global Chief Strategy Officer at Ericsson, Head of Strategy at Cable & Wireless, CEO of Radianz, COO of Equant Networks, and began his career as a CPA at Arthur Andersen .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| EQT and TCV | Senior Industrial Advisor and Venture Partner | 2014–2022 | PE advisory and investing across technology infrastructure |
| Ericsson | Global Chief Strategy Officer | 2009–2014 | Corporate strategy for global telecom equipment/services leader |
| Cable & Wireless | Head of Strategy | 2003–2006 | Corporate strategy leadership |
| Radianz | Chief Executive Officer | 2000–2003 | CEO of global financial enterprise data network (now part of BT) |
| Equant Networks | Chief Operating Officer | 1995–2000 | COO of global data network services company (now part of Orange) |
| Arthur Andersen | CPA | Began 1985 | Early career in public accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zentro (private ISP) | Chairman & CEO | Current | Operating and governance leadership |
| Various PE‑backed telecom technology companies | Chairman and/or Director | Current | Board roles at PE portfolio companies (aggregate valuations >$10B) |
| Public company boards | — | — | None current; none in last five years |
Board Governance
- Committee assignments: Member, Compensation Committee (4 meetings in FY25; committee average attendance 100%) . Member, Cybersecurity Steering Committee (under Audit Committee oversight) alongside Laura Black (Chair), Eugenia M. Corrales, and Joanne Solomon .
- Independence: Board determined all non‑employee directors (including Gilstrap) are independent under Nasdaq rules; 9 of 10 current directors are independent . He is listed as an independent nominee .
- Board attendance: The Board held 10 meetings in FY25; average Board meeting attendance was 98%; each director attended at least 75% of the Board and applicable committee meetings .
- Compensation Committee interlocks: No interlocks; no related relationships reportable under Item 404; committee members in FY25 were Keith Barnes (Chair), Richard E. Belluzzo and Douglas Gilstrap; Burns joined in FY26 (Aug 13, 2025) .
- Governance practices: Independent Board Chair (Richard Belluzzo), annual director elections, majority voting, executive sessions of independent directors, stock ownership requirements, no hedging or pledging of VIAVI securities .
Fixed Compensation (Director)
| Component | FY25 Amount/Terms | Source |
|---|---|---|
| Annual Board retainer (cash) | $70,000 | |
| Committee membership fees (cash) | Compensation Committee member: $15,000; other committee member fees as applicable | |
| FY25 Cash actually earned (Gilstrap) | $92,500 | |
| FY25 Equity grant (RSUs) grant‑date fair value | $247,055 (granted Nov 7, 2024) | |
| FY25 Total director compensation (Gilstrap) | $339,555 | |
| Director equity vehicle and vesting | Annual RSUs with fixed dollar value ($220,000) vest on earlier of one‑year anniversary or next annual meeting | |
| Program design notes | Emphasis on equity; no per‑meeting fees; increased annual RSU value from $210k to $220k effective Nov 6, 2024 |
Performance Compensation (Director)
| Item | Details | Source |
|---|---|---|
| Performance‑based equity for directors | None (no performance‑based equity awards for non‑employee directors) | |
| Change‑in‑control treatment (plan‑level) | No single‑trigger acceleration; awards accelerate only if not assumed/replaced; performance awards vest at target (directors receive time‑based RSUs) |
Other Directorships & Interlocks
| Category | Status | Source |
|---|---|---|
| Current public company boards | None | |
| Prior public company boards (last 5 years) | None | |
| Compensation Committee interlocks | None reported |
Expertise & Qualifications
- Telecom/technology strategy and global operating experience (Ericsson CSO; C‑suite at Radianz and Equant) .
- Finance/transactions background and early CPA training (Arthur Andersen), with private equity board and investing experience (EQT, TCV) .
- Cybersecurity oversight engagement via Board Cybersecurity Steering Committee membership .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 42,237 (<1% of outstanding) | Security ownership table; “<1%” denotes under 1% of outstanding shares |
| Unvested RSUs at FY25 end | 23,529 | FY25 director unvested RSUs table |
| Director stock ownership guidelines | 3x annual retainer; all directors have satisfied or have time to satisfy as of Sept 23, 2025 | |
| Hedging/pledging | Prohibited by policy | |
| Section 16 compliance | Company reports compliance by directors/officers in FY25; one late Form 3 related to COO, not directors |
Governance Assessment
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Positives
- Independent director with relevant telecom strategy, transactions, and operating expertise; active on the Board’s cybersecurity oversight structure—useful for risk oversight in VIAVI’s markets .
- Sound independence and conflict posture: Board affirmed independence; no related‑party transactions disclosed involving directors/officers in FY25; Compensation Committee interlocks not present .
- Strong engagement indicators: Board met 10 times (FY25) with 98% average attendance; Compensation Committee meetings averaged 100% attendance .
- Pay‑for‑alignment for directors: cash retainer plus time‑based RSUs; ownership guideline of 3x retainer; hedging/pledging prohibited .
- Shareholder alignment context: 2024 say‑on‑pay approval of 94% underscores investor support for pay governance overseen by the Compensation Committee (of which Gilstrap is a member) .
-
Watch items
- Sector overlap: Gilstrap’s role as Chairman/CEO of Zentro (private ISP) implies potential ecosystem adjacency to VIAVI’s customer base; however, the Board affirmed independence and disclosed no related‑party transactions—continue to monitor for any future related‑party dealings or competitive conflicts .
- Director equity is time‑based (no performance conditions), which is standard market practice but offers less outcome‑sensitivity than PSUs; mitigated by ownership guidelines and prohibition on hedging/pledging .
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Overall implication for investor confidence: Gilstrap’s skillset (telecom strategy, PE discipline, cyber oversight) and clean independence/conflicts profile support board effectiveness; attendance and committee engagement are strong, and pay structures/ownership policies align director interests with shareholders .
No red flags identified in FY25 for related‑party transactions, interlocks, hedging/pledging, or attendance; governance structures (independent chair, majority‑independent board, executive sessions) are in place .