Infinera : 2024 Proxy Statement and 2023 Annual Report

Infinera Corporation

2024 Proxy Statement

and

2023 Annual Report on Form 10-K

Infinera Corporation

6373 San Ignacio Avenue

San Jose, California 95119

Dear Stockholders,

I am pleased to report another year of solid financial results and continued progress toward our long-term business objectives. Despite prevailing macroeconomic challenges, geopolitical uncertainty and adverse industry conditions, we made strong progress toward our overall financial goals in 2023 while deepening customer relationships across the market segments we serve. Highlights of our achievements over the past year included:

• Delivered strong financial performance - 2023 marked our sixth consecutive year of revenue growth. In addition, on a year over year basis we expanded our gross margin by approximately 450 basis points, expanded our operating margin by approximately 350 basis points, and enhanced our earnings per share.
• Advanced our go-to-market strategy - during the year we continued to deliver on our core strategy of scaling our optical transport systems business, expanding our customer offerings with a newly launched line of pluggable optics and leveraging our U.S.-based optical semiconductor fab and innovative technology to open new opportunities.
• Improved our customer experience metrics - we believe the success of our brand is based on the quality of our products and our customers' experience when working with us. We continued to enhance our brand and build customer trust through improvements in both customer experience and quality. In 2023, we won the Telecommunications Industry Association (TIA) QuEST Forum Participant Company of the Year Award, recognizing Infinera's instrumental role in the development and maintenance of the TL 9000 Quality Management System standard.

I would like to thank the global Infinera team for another solid year of execution and results, as well as for their resolve and commitment to delivering an unrivaled customer experience founded upon our Power of Orange cultural values of innovation, inclusivity, collaboration, and integrity. Despite short term challenges in the environment and market, we believe we have the right strategy, product portfolio team and customer trust to drive meaningful long-term value for our stockholders, customers, partners and employees.

Your voting support of the proposals described in the accompanying proxy statement would be deeply appreciated as we work together to increase the value of your investment in Infinera. We thank you for your continued commitment to Infinera and belief in our team.

Sincerely,

David W. Heard

Chief Executive Officer

Infinera Corporation

6373 San Ignacio Avenue

San Jose, California 95119

Dear Fellow Stockholders,

In 2023, Infinera continued to further establish itself as a market leader and innovator in coherent optical networking. We are pleased with the Company's financial performance and portfolio advances in 2023 as it rose to the challenge of navigating another year of profound global uncertainty and macroeconomic challenges impacting not only our industry, but the world at large. I am very proud of our global management team for its perseverance through these continuing challenges and its focus on building an innovative, sustainable, inclusive and profitable company.

Market trends continue to reinforce the critical role of optics in the communications industry and support our growth prospects. These trends include continued year-over-year bandwidth growth of over 30 percent driving web-scaler and carrier capacity demands, increased deployment of fiber optics closer to end users, and accelerated adoption of new applications such as artificial intelligence that is driving unprecedented demand for network bandwidth. By focusing on innovation that matters, we believe we are uniquely positioned to meet our customers' evolving connectivity needs with our best-in-class portfolio of open optical networking solutions and drive continued progress toward our long-term business model.

Our strategy includes an ongoing commitment to strengthen our environmental, social, and governance ("ESG") practices. I am proud we submitted new emissions targets to the Science-based Targets Initiative ("SBTi") and committed publicly to achieving net-zero scope 2 emissions by 2050. Our years-long commitment to greater environmental sustainability has positioned us well to continue to reduce the potential impact of our operations and products and maximize the positive impact we can have on the world. Underpinning Infinera's culture and our approach to these commitments are three core principles that unite our Board, management team and global employees: innovation that matters, better together and we care.

Our highly qualified, independent and diverse Board remains inspired by the ability of the Infinera team and its core values and vision to overcome challenging external conditions to deliver strong results while looking after its customers, partners and employees. We are excited about the future ahead and the Company's potential for value creation for stockholders.

In closing, as you review the accompanying proxy statement, I am confident that our collective commitment to excellence in our corporate governance and executive compensation practices will be evident. Thank you for your ongoing support of Infinera.

Sincerely,

George A. Riedel

Independent Board Chair

Infinera Corporation

6373 San Ignacio Avenue

San Jose, California 95119

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

Date:	June 12, 2024	Record Date:	April 30, 2024
Time:	10:00 a.m. Pacific Time	Attendance:	www.virtualshareholdermeeting.com/INFN2024.

Dear Stockholder:

You are cordially invited to attend the virtual 2024 Annual Meeting of Stockholders of Infinera Corporation ("Infinera"), a Delaware corporation, and any postponement, adjournment or other delay thereof (the "Annual Meeting"). The Annual Meeting will be held via live webcast at www.virtualshareholdermeeting.com/INFN2024 on Wednesday, June 12, 2024 at 10:00 a.m. Pacific Time. You will be able to attend the Annual Meeting online and submit questions during the Annual Meeting by visiting the website listed above. You will also be able to vote your shares electronically at the Annual Meeting.

This Annual Meeting is being held for the following purposes:

1. To elect three Class II directors to the Board of Directors to hold office until the 2027 annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until their earlier death, resignation or removal from the Board of Directors.
2. To approve the Infinera Corporation 2016 Equity Incentive Plan (the "2016 Plan"), as amended, including increasing the number of shares authorized for issuance thereunder by 7,100,000 shares.
3. To approve, on an advisory basis, the compensation of Infinera's named executive officers, as described in the Proxy Statement.
4. To ratify the appointment of Ernst & Young LLP as Infinera's independent registered public accounting firm for the fiscal year ending December 28, 2024.
5. To transact such other business that may properly come before the meeting or any postponement or adjournment thereof.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting was April 30, 2024 (the "Record Date"). Only stockholders of record at the close of business on that date may vote at the Annual Meeting. Your vote is important. Whether or not you expect to attend the Annual Meeting, it is important that you vote as soon as possible so that your shares are represented. To vote your shares, please follow the instructions in the Proxy Card or Voting Instruction Form included in your Proxy Materials, which is being mailed to you on or about May 17, 2024. The proxy materials and our annual report can be accessed by visiting www.virtualshareholdermeeting.com/INFN2024.

On behalf of the Board of Directors, thank you for your participation in this important annual process.

By Order of the Board,

Nancy Erba

Chief Financial Officer

San Jose, California

May 17, 2024

Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. You can identify forward-looking statements by words such as "believe," "expect," "anticipate," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely," "estimate," "predict," "potential," "continue" or other similar expressions. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company's Annual Report on Form 10-K for the year ended December 30, 2023 and the Company's other filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to be Held on June 12, 2024

The Proxy Statement, including the Notice of Annual Meeting therein, and Form of Proxy are first being mailed on or about May 17, 2024 to all stockholders entitled to vote at the Annual Meeting. This Proxy Statement and our 2023 Annual Report are also available on the Investors page at investors.infinera.com.

Virtual Meeting Admission

Stockholders of record as of April 30, 2024 will be able to participate in the Annual Meeting by visiting our Annual Meeting website at www.virtualshareholdermeeting.com/INFN2024. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card.

The Annual Meeting will begin promptly at 10:00 a.m. Pacific time on Wednesday, June 12, 2024. Online check-in will begin at 9:45 a.m. Pacific time, and you should allow approximately 15 minutes for the online check-in procedures.

Voting. Whether or not you plan to virtually attend the Annual Meeting and regardless of the number of shares of common stock that you own, please cast your vote, at your earliest convenience, as instructed on your proxy card and/or voting instruction form. Your vote is very important. Your vote before the Annual Meeting will ensure representation of your shares at the Annual Meeting even if you are unable to virtually attend. You may submit your vote by the Internet, telephone, mail or virtually at the Annual Meeting. Voting over the Internet or by telephone is fast and convenient, and your vote is immediately confirmed and tabulated. By using the Internet or telephone, you help us reduce postage, printing and proxy tabulation costs. We encourage all holders of record to vote in accordance with the instructions on the proxy card and/or voting instruction form prior to the Annual Meeting even if they plan on virtually attending the Annual Meeting. Submitting a vote before the Annual Meeting will not preclude you from voting your shares at the Annual Meeting should you decide to virtually attend.

You may vote using the following methods:

Prior to the Annual Meeting, visit the website listed on your proxy card/voting instruction form to vote via the Internet.

During the Annual Meeting, visit our Annual Meeting website at

www.virtualshareholdermeeting.com/INFN2024

Sign, date and return your proxy card/voting instruction form to vote by mail.

Call the telephone number on your proxy card/voting instruction form to vote by telephone.

INFINERA AT A GLANCE

About Infinera

Our Mission

Our mission is to lead in the era of open optical networking by leveraging our deep vertical integration and innovation in optical semiconductor technologies to provide the most efficient and scalable high-speed connectivity solutions that help network operators cope with growing bandwidth demand and offer new, innovative, and differentiated services.

What Inspires Us

A connected world with unlimited bandwidth for everyone - Everywhere, Always and Instantly

What Motivates Us

Delivering Innovative and Impactful Coherent Optical Technologies and Open Optical Solutions that unlock New Value for our customers.

What Drives Us

To be a valued investment for our Stockholders' money, our Customers' capital expenditures, and our Employees' time by delivering an Unrivaled Customer Experience from an Inclusive Culture of Innovation for our customers

Our Company, Solutions and Customers(1)

$1.6B+ in Revenue	1,480+ Patents	3,000+ Employees	40+ Countries with Operations
Coherent Optical	Optical Transport Systems for
Engines &	Automation Software	Professional Services
Subsystems	Network Infrastructure
1,000+ Customers	9 of the Top 10 Tier 1	5 of the Top 6 Internet Content	330+ GX Series Customers
Worldwide	Operators	Providers

History of Technology Innovation

Leveraging its US-based optical semiconductor fab, Infinera has a distinguished history of delivering breakthrough innovation through multi-disciplineopto-electronic R&D including: industry-leadinghigh-performance optical engines, revolutionary point-to-multipoint coherent optics, and customized design and production

AISC/DSP Design	Analog Electronics Design		PIC Design and Fabrication	Solution Packaging
Holistic Co-design	RF Interconnects		TROSA Design and Production	Coherent Pluggables Design
	and Production

_________________

1. As of the end of fiscal 2023.

TABLE OF CONTENTS
	Page
Proxy Statement Summary	1
Meeting Agenda and Voting Matters	1
Board Nominees	1
Board and Governance Highlights	2
Executive Compensation Program Highlights	2
Our Board of Directors	4
Proposal 1-Electionof Class II Directors	4
How We Are Selected and Elected	4
Who We Are	4
How We Govern and Are Governed	10
How We Are Organized	15
How to Communicate with Us	14
How We Are Paid	18
Our Pay	22
Compensation Discussion and Analysis	22
Executive Summary	22
Overview of our Executive Compensation Program Philosophy and Process	33
Fiscal 2023 Compensation	26
Additional Information Regarding Our Compensation Practices	37
Compensation Committee Report	40
Executive Compensation Tables	41
2023 CEO Pay Ratio	44
Pay Versus Performance	46
Estimated Payments and Benefits Upon Termination, Change of Control or Death/Disability	50
Risk Assessment of Compensation Practices	53
Proposal 2-Approval of the Infinera Corporation 2016 Equity Incentive Plan, as Amended	54
Proposal 3-Advisory Approval of Named Executive Officer Compensation	64
Our Auditors	65
Proposal 4-Ratification of Appointment of Independent Registered Public Accounting Firm	65
Report of the Audit Committee	67
Certain Relationships and Related Party Transactions	68
Delinquent Section 16(a) Reports	68
Equity Compensation Plan Information	68
Our Stockholders	69
Security Ownership of Certain Beneficial Owners and Management	69
Stockholder Proposals for 2025 Annual Meeting	70
Delivery of Documents to Stockholders Sharing the Same Last Name and Address	71
Other Matters	71
User's Guide	72
Annual Meeting	72
Stock Ownership	73
Quorum and Voting	73
Additional Information	1
Appendix A-UnauditedReconciliations from GAAP to Non-GAAP	A-1
Appendix B-InfineraCorporation 2016 Equity Incentive Plan	B-1

PROXY STATEMENT SUMMARY

This summary highlights important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement carefully before voting.

Virtual Stockholder Meeting

Our 2024 Annual Meeting will be conducted as a virtual meeting held over the Internet, allowing all of our stockholders the option to participate in the live, online meeting from any location convenient to them. Stockholders at the close of business on April 30, 2024 will be allowed to communicate with us and ask questions in our virtual stockholder meeting forum before and during the meeting. All directors and executive officers are expected to be available to answer questions. Representatives of Ernst & Young LLP will be available to respond to appropriate questions. For further information on the virtual meeting, please see the "User's Guide" at the back of this Proxy Statement. Please note that there will not be a physical meeting.

Voting Matters and Board Recommendations

	Board Vote	Page Reference
Proposal	Recommendation	(for more detail)

1. To elect three Class II directors to the Board of Directors to hold office

until the 2027 annual meeting of stockholders or until their respective	ü FOR each	4
successors have been duly elected and qualified, or until their earlier	director nominee
death, resignation or removal from the Board of Directors.
2. To approve the Infinera Corporation 2016 Equity Incentive Plan (the
"2016 Plan"), as amended, including increasing the number of shares	ü FOR	54
authorized for issuance thereunder by 7,100,000 shares.

1. To approve, on an advisory basis, the compensation of Infinera's named executive officers, as described in the Proxy Statement.
2. To ratify the appointment of Ernst & Young LLP as Infinera's independent registered public accounting firm for the fiscal year ending December 28, 2024.

	ü FOR	64
	ü FOR	65

Board Nominees

Committee Memberships(2)

Name

Age

Director Since

Independent(1)

AC

CC

NGC

Class II

David W. Heard	56	2020	-	-	-	-
Paul J. Milbury	75	2010	-	M	M	-
David F. Welch, Ph.D.	63	2010	-	-	-	-

_________________

AC = Audit Committee; CC = Compensation Committee; NGC = Nominating and Governance Committee; M = Member

1. Under the rules and regulations of the SEC and the listing standards of The Nasdaq Stock Market ("Nasdaq").
2. Committee memberships shown are effective upon the conclusion of our 2024 Annual Meeting of Stockholders.

1

Board and Governance Highlights

Board Independence

Board Diversity

Seven out of nine of our directors, including our Chair, are independent in accordance with the rules and regulations of the SEC and the listing standards of Nasdaq.

The Board consists of a diverse group of professionals who bring significant experience, leadership and distinct qualities and skill sets to Infinera. Three out of nine of our directors are female (33%), one of whom was appointed as chair of our Compensation Committee during 2023 upon relinquishing her position as chair of our Nominating and Governance Committee. One of our directors is an "underrepresented minority," as such term is defined under Nasdaq Rule 5605(f) (the "Nasdaq Board Diversity Rule"). While we believe the current composition of the Board provides a diverse range of perspectives and experience to engage each other and management to effectively represent our stockholders, we will continue to consider gender, cultural and ethnic diversity when evaluating potential changes to our Board membership.

	We have separated the positions of Chair and Chief Executive Officer
Leadership Structure
("CEO").
	The Board and its committees assess their performance through an annual
Board and Committee Evaluation
self-evaluation.

	The average tenure of our current Board members is approximately six
Board Tenure	years. We have refreshed our Board by appointing five new directors since
	the beginning of fiscal 2020.
	We have three standing committees of the Board - Audit, Compensation,
Board Committees	and Nominating and Governance. All committees are composed entirely of
	independent directors.

Director Stock Ownership

Each non-employee director is required to own shares of Infinera common stock having a value of at least four times the annual cash retainer for service as a director.

Risk Oversight

Members of our senior management team are responsible for implementation of our day-to-day risk management processes, while the Board, as a whole and through its committees, has oversight of risk management.

Executive Compensation Program Highlights

The design of our executive compensation program for fiscal 2023 reflects our ongoing commitment to pay-for- performance and the continued strong alignment of the interests of our named executive officers ("NEOs") with those of our stockholders. At the beginning of fiscal 2023, when a majority of executive compensation decisions were made, the Compensation Committee considered the performance of our company as we exited fiscal 2022 and the goals of achieving profitable revenue growth, achieving non-GAAP Operating Income growth despite a challenging macroeconomic environment, expanding our gross margins and growing our total addressable market. The decisions made reflected a continuing effort to maintain a strong pay-for-performance profile and supported accountability of our leadership team for our financial performance.

2

Fiscal 2023 Executive Compensation Highlights

We emphasize performance-based incentives for compensation of all of our NEOs, including, in particular, our CEO. Our compensation programs are designed to reward executives with realized compensation that exceeds target through a combination of strong stockholder returns and performance

Pay-for-Performancethat exceeds the targets approved for our short- and long-term incentive plans. In furtherance of our pay-for-performance goals, we continued to focus on the Company's financial performance in setting compensation programs. For example, 41% of our CEO's targeted equity awards in fiscal 2023 were granted in the form of a performance share award ("PSA").

Expense Reduction and Cash

Preservation

In fiscal 2023, our Compensation Committee continued to focus on expense reduction and cash preservation in the face of a challenging macroeconomic environment, while balancing the need to effectively retain critical talent and incentivize achievement of key business objectives by our NEOs. The Compensation Committee also approved the full transition back to executive compensation practices in place prior to the COVID-19 pandemic, with our Chief Legal Officer ("CLO ") and SVP, Worldwide Sales participating in our annual corporate bonus plan instead of being granted retention equity awards in lieu thereof.

During fiscal 2023, we continued to make progress toward achievement of our longer-term strategic goals. In support of our compensation policy promoting strong pay and performance alignment:

- 69.6% of our PSAs granted to our NEOs in 2021 became eligible to vest

Longer-Term Strategic Goalsbased on performance during 2023, and none of the shares under the PSAs granted to our NEOs in 2022 became eligible to vest based on performance during 2023; and

• Realized compensation value for our CEO in fiscal 2023 was 41.2% of his target compensation.

As a complement to the executive compensation highlights referenced above, we continue to maintain sound corporate governance policies and practices. During fiscal 2023, the following policies and practices continued to be in effect:

Compensation At-Risk

Compensation Recovery Policy

Anti-Hedging Policy

No Pledging of our Common Stock by NEOs

Independent Compensation Consultant Reporting Directly to Compensation Committee

Majority Voting for the Election of Directors

Stock Ownership Policy

"Double-Trigger"Change-of-Control Agreements

Annual Compensation Risk Assessment

Fully Independent Audit, Compensation and Nominating and Governance Committees

3