Richard John Burns
VIAVI SOLUTIONSAbout Richard John Burns
Richard John Burns, age 62, was appointed as an independent director of VIAVI Solutions in July 2025. He brings over four decades of engineering and leadership experience, most recently serving as President of Teradyne’s Semiconductor Test Division (2020–June 2025). Burns holds a B.S. in Physics from UCLA and an M.S. in Electrical Engineering from California State University Northridge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teradyne | President, Semiconductor Test Division | 2020 – Jun 2025 | Led product innovation and growth in semiconductor test |
| Teradyne | Vice President of Engineering | Apr 2016 – Dec 2020 | Engineering leadership across product development |
| Teradyne | Sr. Director, Hardware Engineering | Feb 2007 – Apr 2016 | Hardware engineering management |
| Mindspeed Technologies | VP Engineering; VP & GM Broadband Internetworking Systems | Jan 2001 – Feb 2007 | Business and engineering leadership |
| Conexant Systems | Director of Engineering | Jun 1997 – Jan 2001 | ASIC and systems engineering |
| Hughes Communications Products | Manager, Digital Circuits Department | Feb 1995 – Jun 1997 | Digital circuits management |
| Hughes Industrial Electronics | Manager, ASIC Development | Sep 1993 – Feb 1995 | ASIC development leadership |
| Hughes Missile Systems | Head, Analog LSI Section | Nov 1981 – (prior roles) | Analog LSI leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| — | Current public company boards | None | — |
| — | Former public company boards (last 5 years) | None | — |
Board Governance
- Independence: Appointed as an independent director; Board determined all current non‑employee directors and all committee members are independent under Nasdaq standards .
- Committee Assignments: Member, Compensation Committee effective August 13, 2025 (FY26). Compensation Committee held 4 meetings in FY25; average attendance was 100% (stat covers FY25 members; Burns joined in FY26) .
- Board Attendance: Board held 10 meetings in FY25; average attendance 98%. Each director attended at least 75% of Board/committee meetings after becoming a member during FY25 .
- Indemnification: Entered VIAVI’s standard director indemnification agreement .
- Governance Processes: Governance Committee oversees director selection, evaluations, and refreshment; two board members were appointed in the last calendar year (including Burns) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Paid quarterly in arrears |
| Compensation Committee member retainer | $15,000 | Applicable to Burns as a member |
| Audit Committee member/chair | $15,000 / $32,000 | Not applicable unless assigned |
| Governance or Corporate Development member/chair | $7,500 / $15,000 | Not applicable unless assigned |
| Board Chair additional retainer | $80,000 | Role held by Belluzzo, not Burns |
| Meeting fees | None per-meeting fees | Policy emphasizes no per-meeting fees |
Performance Compensation
| Equity Element | Grant Value / Structure | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant (on appointment) | Pro‑rated portion of $220,000 | Vests in Nov 2025 on the one‑year anniversary of the current fiscal year annual RSU grant | Shares determined based on 30‑day average price |
| Annual RSU grant (standard) | $220,000 fixed‑value | Vests on earlier of one‑year anniversary or next annual meeting | Shares based on 30‑day average price |
| Performance‑based equity | None for directors | — | Emphasis on equity, but no performance conditions |
Performance Metrics Tied to Director Compensation
| Metric | Inclusion in Director Pay |
|---|---|
| Financial/operational metrics (e.g., revenue, EBITDA, TSR, ESG) | Not used; director equity is time‑based RSUs |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | No member (FY25) had relationships requiring Item 404 disclosure; Burns appointed to Compensation Committee in FY26 (Aug 13, 2025) |
| Shared directorships with competitors/suppliers/customers | None disclosed for Burns |
Expertise & Qualifications
- Deep technology and semiconductor test leadership; track record in product innovation and strategic growth .
- Engineering background across ASIC, hardware, and systems with leadership roles at Teradyne, Mindspeed, Conexant, and Hughes .
- Education: B.S. Physics (UCLA); M.S. Electrical Engineering (CSUN) .
- Board skills framework highlights technology and industry knowledge as valued attributes for nominees (Board‑level descriptors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of Date |
|---|---|---|---|
| Richard John Burns | — | <1% | August 31, 2025 |
| Shares outstanding | 222,655,443 | — | August 31, 2025 |
- Stock Ownership Guidelines: Non‑employee directors must hold 3x annual cash retainer; compliance by the 5th anniversary of election. As of Sept 23, 2025, directors had either met the requirement or had time remaining to comply .
- Hedging/Pledging: Prohibited under VIAVI’s Insider Trading Policy, supporting alignment (no short sales, options, swaps; no pledging or margin accounts) .
Governance Assessment
- Strengths: Independent status; appointment to Compensation Committee adds technical perspective to executive pay oversight. No related party transactions or family relationships; standard indemnification in place. Anti‑hedging/pledging and ownership guidelines reinforce alignment .
- Compensation Structure: Balanced cash/equity with fixed‑value RSUs and no performance‑based awards; recent updates increased director equity value to $220,000 and certain retainers, aligned to peer benchmarking via independent consultant Compensia .
- Attendance/Engagement: Board averaged 98% attendance in FY25; each director met at least 75% after appointment; Compensation Committee attendance was 100% in FY25 (Burns joined in FY26 thereafter) .
- RED FLAGS: None disclosed—no Item 404 related‑person transactions; no hedging/pledging; however, as of Aug 31, 2025 Burns had no reported beneficial ownership, indicating near‑term alignment will rely on RSU accrual and guideline compliance over time .
Overall signal: Burns adds domain expertise from semiconductor test to VIAVI’s board and compensation oversight with clean independence and conflict profile; alignment mechanisms (time‑based RSUs and ownership guidelines) are in place, but monitoring ownership build‑up over the 5‑year guideline window is warranted .