Richard Belluzzo
VIAVI SOLUTIONSAbout Richard E. Belluzzo
Independent Chair of the Board at Viavi Solutions since November 2012; Director since February 2005. Age 71. Former interim CEO of VIAVI (Aug 2015–Feb 2016). Deep technology operating background including CEO/Chair roles at Quantum and senior leadership at Microsoft, Silicon Graphics, and Hewlett Packard; currently chairs the Governance Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viavi Solutions | Interim Chief Executive Officer | Aug 2015–Feb 2016 | Stabilized leadership during transition |
| Quantum Corporation | Chair & Chief Executive Officer | 2002–2011 | Led public company; later Executive Chair in 2011–2012 |
| Microsoft Corporation | President & Chief Operating Officer; prior Group VP roles | Not disclosed (prior to Quantum) | Oversaw major consumer/device groups |
| Silicon Graphics Inc. | Chief Executive Officer | Not disclosed | Led turnaround efforts |
| Hewlett Packard | Executive Vice President, Computer Products Organization | Not disclosed | Senior operating leadership |
| InfoBlox | Chair of Board; Chair Compensation; Governance/Nominating Committee member | Not disclosed | Board leadership, comp governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | Current public company boards | — | None |
| — | Former public company boards (last 5 years) | — | None |
| Quantum Corporation; PMC-Sierra | Former director (historical) | Not disclosed | Prior public board service (older) |
Board Governance
- Independent, non-executive Board Chair; Board maintains separate Chair/CEO roles for stronger oversight .
- Committee assignments: Chair, Governance Committee; Member, Compensation Committee; not listed on Audit or Corporate Development .
- Independence: Board determined all non-employee directors and all committee members are independent; Belluzzo remains independent despite prior interim CEO service .
- Attendance: FY25 Board held 10 meetings; each director attended at least 75%; average Board attendance 98% . Compensation Committee held 4 meetings with 100% average attendance; Governance Committee held 4 meetings with 100% average attendance .
Fixed Compensation
| Component (FY25 Program) | Amount | Terms |
|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly in arrears |
| Additional Board Chair retainer | $80,000 | Applies to non-employee Board Chair |
| Committee chair retainers | Audit $32,000; Compensation $24,000; Governance/Corporate Development/Cyber Risk $15,000 | Annual |
| Committee member retainers | Audit $15,000; Compensation $15,000; Governance/Corporate Development/Cyber Risk $7,500 | Annual |
| Per-meeting fees | None | No per-meeting fees |
| Policy cap | $1,000,000 | Annual limit on total director compensation |
| FY25 Actual Director Compensation (Belluzzo) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $175,000 |
| Stock Awards (grant-date fair value) | $247,055 |
| Total | $422,055 |
Performance Compensation
- Equity structure: Annual RSU grant with fixed dollar value; no performance-based equity awards for directors .
- Vesting: RSUs vest on the earlier of one year from grant or next annual meeting; number of shares based on 30-day average stock price .
| FY25 Director Equity for Belluzzo | Detail |
|---|---|
| Annual RSU grant value | $220,000 policy; Belluzzo’s FY25 stock award fair value $247,055 (Nov 7, 2024 grant) |
| Unvested RSUs outstanding at FY25-end | 23,529 units |
| Vesting schedule | Earlier of 1-year anniversary or next annual meeting |
| Performance metrics tied to director equity | None (no performance-based director equity) |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; Committee members (incl. Belluzzo) had no relationships requiring Item 404 disclosure; Belluzzo remains independent despite prior interim CEO role |
Expertise & Qualifications
- Executive leadership and technology industry experience (CEO/COO roles at major tech firms; extensive operations) supporting board oversight and compensation governance .
- Institutional knowledge from 20+ years on VIAVI’s board, enhancing continuity and strategic oversight as independent Chair .
- Governance expertise as Chair of Governance Committee; contributes to board composition, evaluations, and responsible business oversight .
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Shares held in trust (beneficial) | 83,292 shares held for Belluzzo’s family; sole voting and investment power |
| Unvested RSUs (director) | 23,529 units outstanding at FY25-end |
| Hedging/Pledging | Prohibited by policy; anti-hedging and anti-pledging apply to directors |
| Stock ownership guideline | 3x annual cash retainer for non-employee directors |
| Compliance status | As of Sept 23, 2025, directors have either satisfied or have time to satisfy requirement |
Governance Assessment
- Independence and leadership: Independent Chair structure and Belluzzo’s independence strengthen oversight and board objectivity; all committees composed of independent directors .
- Engagement: High attendance levels (Board 98%; Compensation 100%; Governance 100%) indicate active oversight and committee effectiveness .
- Pay structure for directors: Balanced cash and time-based equity; no performance-based director equity, no per-meeting fees, anti-hedging/pledging; compensation cap at $1M — aligned with governance best practices .
- Ownership alignment: RSU-based equity, stock ownership guidelines (3x retainer), and prohibition on pledging/hedging support alignment; Belluzzo holds trust shares and director RSUs .
- Conflicts/related-party exposure: No related person transactions reported in FY25; compensation committee interlocks not present; Section 16 filings timely (exception was unrelated officer) — low conflict risk .
- Shareholder signals: Strong say-on-pay support (94% in 2024) suggests investor confidence in compensation governance overseen by the board and its committees .
RED FLAGS: None identified specific to Belluzzo. Company policies ban hedging/pledging; no related-person transactions; no tax gross-ups; equity awards avoid single-trigger vesting on change-in-control — all mitigating standard governance risks .