Laura Black
VIAVI SOLUTIONSAbout Laura Black
Laura Black (age 64) has served as an independent director of Viavi Solutions Inc. since February 2018. She is a Managing Director at Needham & Company, LLC (since 1999), with prior roles in corporate finance at Black & Company (1995–1999) and engineering/venture roles at TRW, including TRW Avionics & Surveillance (1993–1995) and electrical engineering (1983–1992). Her background blends investment banking, M&A advisory, public company audit leadership, and engineering in communications systems, positioning her as a strategic transactions and governance resource for VIAVI’s board . VIAVI affirms she is independent under Nasdaq rules, and there were no related-party transactions involving directors in the period reviewed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Needham & Company, LLC | Managing Director | 1999–present | Raised equity capital; strategic financial advisor on M&A for tech companies |
| Black & Company (acquired by Wells Fargo Van Kasper) | Managing Director, Corporate Finance | 1995–1999 | Corporate finance leadership in regional investment banking |
| TRW Avionics & Surveillance Group | Director | 1993–1995 | Evaluated acquisitions, managed direct investments, raised venture capital for spin-offs |
| TRW | Electrical Engineer | 1983–1992 | Designed spread-spectrum communication systems |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ichor Holdings, Ltd. (public) | Director | Current | Chair, Nominating & Governance; Member, Audit |
| Super Micro Computer, Inc. (public) | Director (former, last 5 years) | Former | Chair, Audit Committee |
| Sakuu Corporation (private) | Director | Current | Interim Chair, Audit Committee |
Board Governance
- Committee assignments: Chair, Corporate Development Committee ; Member, Governance Committee .
- Cyber oversight: Chair, Cybersecurity Steering Committee reporting through Audit Committee .
- Independence: Board determined all non-employee directors and all standing committee members are independent; no related-party transactions with directors/families; no family relationships among officers/directors .
- Attendance: Board held 10 meetings in FY25; average attendance 98%. Committees: Audit (8 meetings; ~96% avg), Compensation (4; 100%), Corporate Development (4; 100%), Governance (4; 100%) .
| Committee | Role | FY25 Meetings | Avg Attendance |
|---|---|---|---|
| Corporate Development | Chair | 4 | 100% |
| Governance | Member | 4 | 100% |
| Cybersecurity Steering (under Audit) | Chair | Quarterly cadence | Reports quarterly to Audit |
| Board (overall) | Director | 10 | 98% average |
Fixed Compensation
| Element | FY25 Value | Notes |
|---|---|---|
| Board annual retainer (cash) | $70,000 | Paid quarterly in arrears |
| Corporate Development Committee chair retainer | $15,000 | “Governance/Corporate Development/Cyber Risk” chair category |
| Governance Committee member retainer | $7,500 | Committee member category |
| Cyber Risk/Cybersecurity Steering chair retainer | $15,000 | Chair category per director program |
| Total fees earned (cash) | $107,500 | Sum aligns with disclosed total |
| Annual RSU grant (program standard) | $220,000 | Fixed-value RSU; shares based on 30-day avg price; granted after annual meeting |
| RSU grant – reported grant-date fair value | $247,055 | ASC 718 valuation of 11/7/2024 grant |
| RSU vesting | One year or next annual meeting | Director program vests on earlier of the two |
| Per-meeting fees | None | Policy: no per-meeting fees |
Performance Compensation
| Program Feature | Detail |
|---|---|
| Performance-based equity for directors | Not used; director equity is time-based RSUs only |
Other Directorships & Interlocks
| Company | Sector Overlap with VIAVI | Potential Interlock Risk | Notes |
|---|---|---|---|
| Ichor Holdings, Ltd. | Semiconductor capital equipment | Low direct overlap | No related-party transactions disclosed; director independence affirmed |
| Super Micro Computer, Inc. (former) | IT hardware | Low | Former role; no current related-party transactions disclosed |
| Sakuu Corporation (private) | Advanced manufacturing | Low | Private company role; not indicated as related party |
Expertise & Qualifications
- M&A and capital markets: Two decades at Needham leading financings and strategic advisory for technology businesses .
- Governance and audit: Current committee leadership at Ichor; former audit chair at Super Micro Computer .
- Technical depth: Engineering background designing spread-spectrum communications; experience in avionics/telemetry and tech diligence .
- Strategic transactions: Board-level leadership of VIAVI’s Corporate Development Committee, overseeing strategic transactions and disclosures to the Board .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 118,968; less than 1% of outstanding |
| Unvested RSUs at FY25 year-end | 23,529 |
| Options (exercisable/unexercisable) | None disclosed for directors; program emphasizes RSUs |
| Pledging/hedging | Prohibited by policy |
| Director stock ownership guideline | 3× annual retainer |
| Guideline compliance status | Directors either met requirement or have time to meet |
Governance Assessment
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Board effectiveness: Laura Black’s combined investment banking, audit governance, and engineering experience is directly leveraged via chairing Corporate Development and the Cybersecurity Steering Committee—two areas material to VIAVI’s ongoing M&A-driven diversification and cyber risk oversight .
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Independence and attendance: Independence affirmed; no related-party transactions; Board/committee attendance metrics indicate robust engagement (Board 98%; relevant committees at ~100%) .
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Alignment and incentives: Director pay emphasizes equity via annual RSUs with straightforward, time-based vesting; cash fees are modest and tied to committee responsibilities; ownership guidelines and anti-hedging/pledging policies support alignment .
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RED FLAGS
- Related-party transactions: None disclosed involving directors/families; independence reaffirmed .
- Hedging/pledging: Prohibited under company policy .
- Attendance/engagement: No low-attendance indicators; committee averages near 100% .
- Compensation anomalies: Director program excludes performance-based equity and per-meeting fees; annual equity increased in FY25 consistent with peer review; within shareholder-approved limits .
Overall, Laura Black presents strong governance credentials with strategic transactions leadership, cyber oversight, and audit committee experience across public companies, with no disclosed conflicts and clear ownership alignment through RSUs and guidelines .