Joanne Solomon - Director | VIAVI SOLUTIONS (VIAV) Executive Profile & Compensation

About Joanne Solomon

Independent director at Viavi Solutions since February 2022; age 59. Former CFO of Maxeon Solar Technologies (Jan 2020–Mar 2021) and Katerra (Jul 2017–Sep 2019); earlier 16 years at Amkor Technology including CFO; began career at Price Waterhouse. Education: B.S. in Business Accounting (Drexel University) and MBA in International Management (Thunderbird). Joined the board of Ultra Clean Technologies, Inc. in February 2025. Katerra filed Chapter 11 in June 2021. Governance designation: Audit Committee Financial Expert.

Past Roles

Organization	Role	Tenure	Committees/Impact
Maxeon Solar Technologies	Chief Financial Officer	Jan 2020 – Mar 2021	Public-company CFO experience; financial reporting leadership
Katerra, Inc.	Chief Financial Officer	Jul 2017 – Sep 2019	Company filed Ch. 11 in Jun 2021 (post-tenure)
Amkor Technology, Inc.	Various roles including CFO	~16 years (prior to 2017)	Deep semiconductor ops/finance expertise
Price Waterhouse	Early career	N/A	Audit/accounting foundation

External Roles

Company	Role	Since	Notes
Ultra Clean Technologies, Inc.	Director	Feb 2025	Current public-company directorship

Board Governance

Independence: Board determined all non-employee directors, including Solomon, are independent under Nasdaq standards; all committee members are independent.
Committees: Member of the Audit Committee (designated Audit Committee Financial Expert); Audit met 8 times in FY25 (avg attendance ~96%).
Cyber oversight: Member of Board-level Cybersecurity Steering Committee (under Audit) with quarterly meetings; provides guidance and oversight on cybersecurity program and briefs Audit/Board.
Attendance: Board held 10 meetings in FY25; each director attended at least 75% of aggregate Board/committee meetings; average Board attendance ~98%.
Board leadership: Independent Board Chair (Richard Belluzzo); executive sessions of independent directors; majority voting standard.

Committee Summary (FY25)

Committee	Role	FY25 Meetings	Attendance Metric
Audit	Member; Audit Committee Financial Expert	8	Committee avg ~96% attendance
Cybersecurity Steering (under Audit)	Member	Quarterly	Reports to Audit; briefs full Board

Fixed Compensation (Director)

Structure highlights: No per-meeting fees; heavy equity emphasis; RSUs vest on earlier of one year or next annual meeting; no performance-based equity for directors; stock ownership guideline = 3× annual cash retainer.
FY25 changes (effective Nov 6, 2024): Annual RSU grant target increased to $220,000; Board Chair retainer to $80,000; Compensation Committee member retainer to $15,000.

FY25 Director Fee Program (Selected Elements)

Element	Amount	Notes
Annual cash retainer (Board)	$70,000	Paid quarterly in arrears
Annual RSU grant (target value)	$220,000	Shares based on 30-day avg price pre-grant; vest earlier of 1 year or next AGM
Audit Committee – Member	$15,000	Annual retainer
Cyber Risk/Cybersecurity – Member	$7,500	Annual retainer (Governance/Corp Dev/Cyber Risk bucket)

Joanne Solomon – FY25 Director Compensation

Component	Amount ($)
Fees Earned or Paid in Cash	92,500
Stock Awards (grant-date fair value)	247,055
Total	339,555
Unvested RSUs at FY25 year-end	23,529 units

Based on program design, her $92,500 cash aligns with $70,000 Board retainer + $15,000 Audit member + $7,500 Cyber Risk/Cybersecurity member.

Performance Compensation (Director)

Performance-based elements: None for directors; annual equity is time-based RSUs only.

Performance Element	Metric(s)	Payout Basis
Director equity	None (time-based RSUs)	Vest earlier of one year or next AGM; no performance metrics

Other Directorships & Interlocks

Topic	Detail
Current public boards	Ultra Clean Technologies, Inc. – Director (since Feb 2025)
Committee interlocks (FY25)	Company disclosed no compensation committee interlocks; members were Barnes, Belluzzo, Gilstrap (Burns added FY26).
Related-party transactions	None identified in FY25 through proxy date.

Expertise & Qualifications

Audit/financial expertise: Designated Audit Committee Financial Expert; deep CFO background across public tech/industrial names.
Technology/semiconductor domain experience from Amkor; governance and capital-markets experience as public-company CFO and director.
Cyber oversight: Member of Cybersecurity Steering Committee, contributes to risk oversight and incident response posture.

Equity Ownership

Metric	Amount
Total beneficial ownership	52,395 shares (less than 1%)
Unvested RSUs (FY25 year-end)	23,529 units
Shares pledged	Pledging prohibited by policy (directors subject to no hedging/pledging)
Stock ownership guideline	3× annual retainer; as of Sep 23, 2025, directors either satisfied requirement or have time to satisfy

Governance Assessment

Strengths: Independent status; Audit Committee Financial Expert; active on Audit and Cybersecurity Steering; strong attendance culture at Board/committee level; robust no-hedging/pledging, majority voting, and director stock ownership guidelines aligned with investors.
Alignment: Director pay balanced with equity-heavy mix and clear vesting; no performance-based equity for directors avoids short-termism; ownership guideline at 3× retainer supports alignment.
Conflicts/related-party risk: Company reports no related-person transactions in FY25; Board independence and absence of comp committee interlocks reduce conflict risk.
Watch items: Prior association with Katerra, which went bankrupt in 2021, is a historical risk marker but not a current related-party or compliance issue at VIAVI; monitor future Form 4 activity and any changes in external roles for potential interlocks.

Overall: Solomon enhances board effectiveness through finance/audit depth and cyber risk oversight, with policies and ownership structure that support investor alignment; no current conflict red flags identified.