Keith Barnes
VIAVI SOLUTIONSAbout Keith Barnes
Keith Barnes (age 74) has been a VIAVI Solutions director since October 2011 and currently serves as Chair of the Compensation Committee and a member of the Governance Committee; he previously served on the Audit Committee until resigning effective November 1, 2024 . Barnes is the former CEO and Chair of Verigy Ltd. (2006–2011), and previously led Electroglas, Inc. (2003–2006) and Integrated Measurement Systems, Inc. (1995–2001), bringing test and measurement industry expertise and international sales and marketing experience to VIAVI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verigy Ltd. | Chief Executive Officer; Chair of the Board | CEO: 2006–2010; Chair: 2008–2011 | Led a semiconductor ATE company; board leadership experience |
| Electroglas, Inc. | Chair & Chief Executive Officer | 2003–2006 | Operating executive leadership in semiconductor equipment |
| Integrated Measurement Systems, Inc. | Chair & Chief Executive Officer | 1995–2001 | Operating leadership in test and measurement |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Knowles Corporation | Chairman of the Board; Chair of Compensation Committee; Member of Governance & Nominating Committee | Current | Compensation and governance leadership roles |
| Rogers Corporation | Director | Within last five years | Board service (formerly) |
Board Governance
- Independence: VIAVI’s board determined all current non‑employee directors, including Barnes, are independent under Nasdaq standards; all board committees are composed of independent directors .
- Committee assignments: Compensation Committee Chair (FY25); Governance Committee member (FY25); resigned from Audit Committee effective November 1, 2024 .
- Attendance: FY25 board held 10 meetings; average board meeting attendance was 98%, and each director attended at least 75% of meetings/committees served; Compensation and Governance Committees each held 4 meetings with 100% average attendance; Audit Committee held 8 meetings with ~96% average attendance .
- Board leadership: VIAVI maintains independent Board Chair (Richard Belluzzo) separate from CEO; executive sessions of independent directors are part of board practice .
Fixed Compensation
| Element | FY25 Program | Barnes FY25 Actual |
|---|---|---|
| Annual cash retainer | $70,000 paid quarterly | $116,500 fees earned/paid in cash |
| Committee chair fee | Compensation Committee Chair: $24,000 | Included in cash total |
| Committee membership fees | Governance/Corporate Development/Cyber Risk member: $7,500; Audit member: $15,000 | Included in cash total |
| Meeting fees | None (no per-meeting fees) | Not applicable |
Notes: FY25 increases effective November 6, 2024—annual equity award value from $210,000 to $220,000; Board Chair retainer from $75,000 to $80,000; Compensation Committee member retainer from $10,000 to $15,000 .
Performance Compensation
| Component | FY25 Structure | Barnes FY25 Actual |
|---|---|---|
| Annual equity grant (RSUs) | Fixed-value annual grant ($220,000), shares determined by 30‑day average price; vests on earlier of 1-year anniversary or next annual meeting; no performance‑based equity for directors | Stock awards grant-date fair value: $247,055; unvested RSUs outstanding at FY25 year-end: 23,529 |
There are no director performance metrics (e.g., revenue/TSR targets) tied to director compensation; equity is time-based only .
Other Directorships & Interlocks
| Company | Relationship to VIAVI | Interlock/Transaction |
|---|---|---|
| Knowles Corporation (Barnes is Chairman) | External public company | VIAVI’s proxy reports no related person transactions in FY25 and independence review found none; no disclosed transactions with entities associated with directors |
| Rogers Corporation (former) | External public company | No related person transactions disclosed |
Expertise & Qualifications
- CEO experience and board leadership across multiple technology companies; deep test and measurement industry knowledge and global sales/marketing background supporting Compensation Committee chairmanship and governance role .
- VIAVI board skills framework emphasizes leadership, industry knowledge, financial/audit, cybersecurity/risk, and M&A strategy as key dimensions; Barnes is cited for executive leadership and industry experience in his biography .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Keith Barnes | 178,881 | <1% | Aggregate beneficial ownership as of Aug 31, 2025 |
| Unvested RSUs at FY25 year-end | 23,529 | — | FY25 director RSU outstanding balance |
- Stock ownership guidelines: Non‑employee directors must hold 3x annual cash retainer within five years of election; as of Sept 23, 2025, directors have either met requirements or have time remaining; hedging/pledging of VIAVI securities is prohibited by policy .
Governance Assessment
- Positive signals:
- Independent director with long tenure and relevant industry/operator background; serves as Compensation Committee Chair and Governance Committee member, supporting board effectiveness in pay and succession oversight .
- Strong attendance norms across board and committees; FY25 average board attendance 98% and 100% for Compensation/Governance Committees, indicating engagement .
- Director compensation emphasizes equity with time-based vesting and no performance-based awards; ownership guidelines align director incentives with shareholders; prohibitions on hedging/pledging strengthen alignment .
- No related party transactions disclosed for FY25; independence review found none involving directors or their immediate families .
- Potential watch items:
- External chair role at Knowles Corporation increases time commitments; while no conflicts are disclosed, investors may monitor for any future commercial ties or information interlocks; currently, none are reported and independence is affirmed .
- Barnes resigned from Audit Committee effective Nov 1, 2024; while not a red flag, changes in committee composition warrant monitoring for continuity in audit oversight .
Director Compensation Detail (FY25)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Keith Barnes | 116,500 | 247,055 | 363,555 |
Unvested RSUs at FY25 year‑end: Barnes – 23,529 .
Policy & Program Notes Relevant to Board Effectiveness
- Director compensation governance: Annual limit of $1,000,000 total value per non‑employee director; equity grants with minimum one‑year vesting; no automatic grants or tax gross‑ups; no liberal share counting; no single‑trigger acceleration in corporate transactions (awards accelerate only if not assumed/replaced) .
- Committee scope:
- Compensation Committee oversees executive pay, succession planning, clawback policy, and HCM practices; comprised of independent directors .
- Governance Committee handles board composition, nominations, evaluations, director development, and responsible business oversight; comprised of independent directors .
- Audit Committee retains oversight of financial reporting, internal controls, related party transactions, cybersecurity/IT risks, and climate disclosures; comprised of independent directors and financial experts .
Chair’s engagement: Barnes authored the Compensation Committee Chair letter highlighting pay‑for‑performance alignment, MSU emphasis for CEO, and 94% 2024 say‑on‑pay support—an investor confidence signal in compensation governance .
RED FLAGS
- None disclosed: No related person transactions involving directors; hedging/pledging prohibited; no director tax gross‑ups; no performance‑based director equity; directors meet or have time to meet ownership guidelines .