CIENCiena

Policy for related person transactions

“Except for the employment of related persons discussed below, Ciena did not engage in any related person transactions during fiscal 2025 within the meaning of applicable SEC rules. The Board of Directors has adopted a written Policy for Related Person Transactions. The purpose of the policy is to describe the procedures used to identify, review, approve and disclose, if necessary, any related person transaction or series of transactions in which: (i) Ciena was, is or will be a participant; (ii) the amount involved exceeds $120,000; and (iii) a related person had, has or will have a direct or indirect material interest.”

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Policy for related person transactions

“any Ciena director, nominee for director or executive officer (as such terms are used in Section 16 of the Exchange Act and the regulations promulgated thereunder); any person (including any "group" as such term is used in Section 13(d) of the Exchange Act) who is known to Ciena as a beneficial owner of more than 5% of its voting common stock (a "Significant Stockholder"); or any immediate family member of a Ciena director, nominee for director, executive officer, or Significant Stockholder.”

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Policy for related person transactions

“Under the policy, all related person transactions above a de minimis threshold are required to be approved or ratified by the Audit Committee, or another committee consisting solely of independent directors. As a general rule, any director who has a direct or indirect material interest in the related person transaction should not participate in the consideration of whether to approve or ratify the transaction. Prior to entering into a related person transaction, the material facts regarding the transaction, including the interest of the related person, must be presented to the Audit Committee for review. The Audit Committee will consider whether the related person transaction is advisable and whether to approve, ratify or reject the transaction or refer it to the full Board of Directors, in its discretion. If the Audit Committee approves a related person transaction, it will report the action to the full Board of Directors, and Ciena will disclose the terms of related person transactions in its filings with the SEC to the extent required.”

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Employment of related persons

“We currently employ in non-executive roles in our Marketing and Communications organization Hannah Phipps, the daughter of Jason Phipps, our Senior Vice President, Global Customer Engagement, and Kelly Petrik, the daughter-in-law of Andrew C. Petrik, our former Vice President, Controller, and principal accounting officer. Mr. Petrik retired in April 2025. For the period beginning on the first day of fiscal 2025 to the date of this proxy statement, Hannah Phipps and Kelly Petrik received total compensation of approximately $131,000 and $157,000, respectively. This reflects the total value of employment for this period, including salary, bonus, equity awards, 401(k) matching by the company, and participation in our Employee Stock Purchase Plan. Both also received other benefits generally available to all full-time U.S. employees. We established their compensation in accordance with compensation practices applicable to employees with comparable qualifications and responsibilities and holding similar positions and without the involvement of Mr. Phipps or Mr. Petrik.”

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