Oleg Khaykin
VIAVI SOLUTIONSAbout Oleg Khaykin
Oleg Khaykin, age 60, has been President and CEO of Viavi Solutions since February 2016 and serves on the Board of Directors (not independent) . FY25 marked a return to growth: net revenues up 8.4% to $1.08B, GAAP operating margin 5.3%, GAAP EPS $0.15; non-GAAP operating margin 14.2% and non-GAAP EPS $0.47 . CEO pay is majority at-risk with strong performance linkage: FY25 target total direct compensation vs realizable was ~100% of target, reflecting a 45.6% stock price increase vs FY24 and MSU vesting tied to TSR relative to the Nasdaq Telecom Index . 2024 Say-on-Pay support was 94% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Viavi Solutions Inc. | President & CEO; Director | Feb 2016–present | Led diversification into data center and aerospace/defense; executed M&A and buybacks |
| Silver Lake Partners | Senior Advisor | Feb 2015–Feb 2016 | Strategic technology investing advisory |
| International Rectifier | President & CEO | 2008–Jan 2015 | Led company through acquisition by Infineon AG |
| Amkor Technology | Chief Operating Officer | Not disclosed | Operations leadership in semiconductors |
| Conexant Systems | VP Strategy & Business Development | Not disclosed | Corporate strategy/business development |
| The Boston Consulting Group | Consultant (8 years) | Not disclosed | Strategy consulting experience |
| Motorola, Inc. | Engineer | Not disclosed | Technical foundations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Avnet, Inc. | Director; Audit Committee member; Chair of Technology & Risk Committees | Current | Public company board service with committee leadership |
| Marvell Technology Group | Chair of Executive Compensation Committee; member of Nominating & Governance Committee | Past (within last five years) | Prior public company board service |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 895,192 | 900,000 | 900,000 |
| Target Annual Cash Incentive (% of base) | Not disclosed | Not disclosed | 125% |
| Actual Non-Equity Incentive Paid ($) | — | — | 576,562 |
Performance Compensation
FY25 Annual Cash Incentive (VPP) – CEO
| Metric | H1 Target Incentive ($) | H1 Actual Payout ($) | H1 Achievement (%) | H2 Target Incentive ($) | H2 Actual Payout ($) | H2 Achievement (%) | Sustainability Modifier |
|---|---|---|---|---|---|---|---|
| Corporate VPP (Revenue 60%; Non-GAAP Op Profit 40%; Non-GAAP EPS gate) | 562,500 | 190,687 | 33.9% | 562,500 | 385,875 | 68.6% | Up to -10%; not applied in FY25 |
Financial metrics definitions and weighting: Corporate GAAP revenue (60%) and Non-GAAP operating profit (40%), with a quarterly Non-GAAP EPS threshold gating accruals; CEO VPP included a sustainability negative modifier up to 10% based on human capital, emissions, safety/training, and cybersecurity goals .
FY25 Equity Grants (Annual LTI Mix)
| Component | Target Shares | Grant Date Fair Value ($) | Vesting & Performance |
|---|---|---|---|
| MSUs (TSR-relative) | 571,428 | 5,879,994 | Three overlapping 1-, 2-, 3-year tranches; 0–150% earned based on TSR vs Nasdaq Telecom Index (target at 55th percentile) |
| RSUs (time-based) | 380,952 | 3,234,282 | 1/3 each year over 3 years, service-based |
CEO equity mix shifted to 60% MSUs / 40% RSUs in FY25 to increase long-term performance emphasis vs FY24 .
MSUs Earned in FY25
| Award | TSR Percentile | Shares Earned (CEO) |
|---|---|---|
| FY22 MSUs (3rd tranche) | 40.3% | 35,290 |
| FY23 MSUs (2nd tranche) | 29.6% | 13,042 |
| FY24 MSUs (1st tranche) | 37.5% | 46,089 |
FY21 Retention Plan outcome: time-based RSUs fully vested Feb 28, 2025; share-price PSUs (target $20) forfeited; CEO’s Executive Leadership PSUs achieved and vested in FY25 after service .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,391,207 shares (1.1% of 222,655,443 outstanding) |
| Vested within 60 days | 386,164 MSUs vested/exercisable within 60 days of Aug 31, 2025 |
| Shares held via spouse trust | 118,914 |
| Outstanding unvested RSUs (market value at $10) | 85,081 ($850,810); 221,212 ($2,212,120); 380,952 ($3,809,520) |
| Outstanding MSUs (target, market value at $10) | 85,082 ($850,820); 221,212 ($2,212,120); 571,428 ($5,714,280) |
| Stock ownership guidelines | CEO 3x base salary; Directors 3x annual retainer |
| Compliance status | CEO has satisfied ownership requirement (as of Sep 23, 2025) |
| Hedging/pledging | Prohibited for directors/officers/employees; pre-clearance and blackout periods; 10b5-1 plan guidelines in policy |
Policy signals: No dividends on unearned awards; minimum 1-year vesting; no single-trigger equity acceleration in corporate transactions unless awards not assumed/replaced; MSUs vest at target in death/disability or if not continued in a transaction .
Employment Terms
| Scenario | Cash Severance | Equity Acceleration | COBRA Benefits | Notes |
|---|---|---|---|---|
| Involuntary termination within 3 months before or 12 months after Change in Control (double-trigger) | 150% of base salary + 225% of target bonus (timing may be installment if pre-CoC) | Immediate vesting of all equity; performance awards at greater of target or actual attained | 18 months COBRA differential reimbursement | “Better after-tax” (280G cut vs full) protection |
| Involuntary termination outside CoC window | Prorated target bonus based on actual company performance, plus 150% salary + 150% target bonus (paid over 18 months) | Immediate vesting of equity that would vest within 18 months; performance awards at target for those vesting within 18 months | 18 months COBRA differential reimbursement | — |
| NEO Change in Control Plan (non-CEO, for context) | 12–24 months base salary (24 months for CFO, 18 months for Staley); 12 months COBRA; equity acceleration at target | Accelerated vesting incl. performance awards at target | 12 months for covered dependents | — |
| Clawback | Recovery of erroneously awarded incentive compensation; extends to misconduct or miscalculation; applies to Section 16 officers | |||
| Tax gross-ups | None on executive compensation |
Equity plan governance: No repricing/buyout of underwater options/SARs without stockholder approval; no evergreen; max option/SAR term 8 years .
Board Governance
- Board leadership: independent, non-executive Chair (Richard Belluzzo); CEO and Chair roles separated .
- Independence: 9 of 10 Directors independent; all committees comprised of independent Directors; CEO/Director Oleg Khaykin is not independent .
- Committees and current members:
- Audit: Donald Colvin (Chair), Eugenia M. Corrales, Masood A. Jabbar, Joanne Solomon; 8 meetings; ~96% attendance .
- Compensation: Keith Barnes (Chair), Richard E. Belluzzo, Richard John Burns, Douglas Gilstrap; 4 meetings; 100% attendance .
- Corporate Development: Laura Black (Chair), Masood A. Jabbar, Donald Colvin; 4 meetings; 100% attendance .
- Governance: Richard E. Belluzzo (Chair), Keith Barnes, Laura Black; 4 meetings; 100% attendance .
- Board activity: 10 meetings in FY25; average board meeting attendance 98%; all nine then-current Directors attended 2024 annual meeting .
- CEO governance role: Director since Feb 2016; receives no director compensation; governance mitigates dual-role risks via independent Chair and committees .
Director Compensation (for Oleg as Director)
| Item | Detail |
|---|---|
| Director fees | None (CEO receives employee compensation only) |
Compensation Peer Group (FY25)
| Peer Group Companies |
|---|
| 3D Systems; Ciena; Cirrus Logic; Coherent; Commvault; Extreme Networks; F5; Infinera; Knowles; Lumentum; MKS Instruments; NETGEAR; NetScout; OSI Systems; Silicon Labs; SunPower; Synaptics; Ubiquiti; Viasat; Wolfspeed |
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2024 | 94% |
FY25 stockholder engagement included outreach covering ~45% of outstanding shares; no significant concerns raised .
Performance & Track Record
- FY25 business highlights: diversification to data center ecosystem and aerospace/defense; acquisition of Inertial Labs; pending acquisition of Spirent’s High-Speed Ethernet and Network Security Testing; repurchased ~2M shares for ~$16.4M .
- Financial metrics (FY25): net revenues $1.08B (+8.4% y/y), GAAP operating margin 5.3%, GAAP EPS $0.15; non-GAAP operating margin 14.2%, non-GAAP EPS $0.47 .
- Stock performance: stock price increased 45.6% vs end of FY24; CEO realizable pay ~100.3% of FY25 target .
- MSU outcomes reflect below-median relative TSR percentile over recent tranches (15–51% earned), aligning payouts to market-relative performance .
Compensation Structure Analysis
- Shift toward performance equity: CEO MSU/RSU mix increased to 60%/40% to emphasize long-term TSR vs FY24 .
- Strong governance features: minimum vesting; clawbacks; no repricing; no single-trigger acceleration; no tax gross-ups; anti-hedging/anti-pledging .
- Cash vs equity mix: Majority at-risk and performance-based; FY25 cash incentive payouts gated by quarterly Non-GAAP EPS threshold and weighted to revenue growth and operating profit .
- Peer benchmarking and independent consultant (Compensia) support competitiveness and pay-for-performance alignment .
Risk Indicators & Red Flags
- Equity award modifications/repricing: Prohibited without stockholder approval; none noted .
- Hedging/pledging: Prohibited (alignment positive) .
- Tax gross-ups: None (shareholder-friendly) .
- Retention awards PSUs forfeited (share-price target not met), reducing windfall risk; time-based retention RSUs vested in FY25 .
- Dilution oversight: Equity overhang 7.5% and three-year average net burn rate 1.8%; share reserve increase of 10.5M proposed to support talent and M&A; governance safeguards in place .
Employment Terms
See the Employment Terms table above for severance multiples, triggers, and acceleration specifics .
Investment Implications
- Alignment: Compensation design ties payouts to TSR and financial execution, with clawbacks and no hedging/pledging, supporting shareholder alignment .
- Retention risk: CEO severance provides substantial protection (up to 150% salary and 225% bonus under double-trigger, full equity acceleration), reducing turnover risk but increasing potential change-in-control costs; 280G “better of” enhances certainty .
- Supply considerations: RSUs vest annually and MSUs vest based on TSR each September; outstanding unvested units are sizable, potentially adding periodic supply upon vesting, though insider trading policy imposes pre-clearance/blackouts and 10b5-1 guidelines .
- Execution: FY25 recovery and diversification, coupled with M&A, underpin revenue and margin trajectory; MSU outcomes below median reflect ongoing market-relative performance challenges to monitor .
- Dilution: Proposed equity plan increase supports hiring and integration of acquisitions; overhang and burn rates tracked, with best-practice plan safeguards limiting shareholder risk .