Business Context and Reporting Period
This Form 8-K Current Report was filed by VIAVI Solutions Inc. on July 24, 2025. The filing addresses Item 5.02 regarding the appointment of two new independent directors to the Board of Directors, effective immediately.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and director compensation arrangements.
Material Changes
The Board of Directors fixed the number of directors at ten (10) members and appointed the following individuals to fill newly created vacancies:
- Richard Burns: Former President of the Semiconductor Test Division at Teradyne (2020–2025) with extensive engineering leadership experience.
- Eugenia Corrales: Former CEO of Nefeli Networks, Inc. (2018–2024) with 35 years of experience in telecommunications and technology operations.
Compensation, Risks, and Contingencies
The new directors are subject to the Company's standard compensation structure:
- Cash Compensation: Annual retainer of $70,000 paid quarterly, plus out-of-pocket expenses. Additional annual payments apply for committee service (e.g., Audit Chair: $32,000; Compensation Chair: $24,000).
- Equity Compensation: Initial grant of Restricted Stock Units (RSUs) valued at $220,000, pro-rated for the period served until the next annual grant date (anticipated November 2025). These vest one year after the current fiscal year annual grant date.
- Indemnification: Both directors entered into standard indemnification agreements protecting them for certain potential risks.
- Conflicts of Interest: The filing states there are no material interests in reportable transactions or family relationships with existing directors or officers.
Investor Verification Checklist
- Verify the total number of Board seats is now ten (10).
- Confirm the pro-rated RSU grant value calculation for the period between July 2025 and November 2025.
- Review the attached Exhibit 10.9 for the specific terms of the Director Indemnification Agreement.
- Monitor the 2025 Annual Meeting of Stockholders for the ratification of these appointments.