JDS UNIPHASE CORP /CA/ - JDSU Proxy Statement (definitive) (DEF 14A) Compensation Committee Interlocks and Insider Participation

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between any member of the Company’s Board or Compensation Committee and any member of the board of directors or compensation committee of any other companies, nor has such interlocking relationship existed in the past.

Executive Officers

The following sets forth certain information regarding the Company’s executive officers:

Executive Officer	Age	Position
Kevin J. Kennedy, Ph.D.	48	Co-Chairman and Chief Executive Officer
Ronald C. Foster	54	Executive Vice President and Chief Financial Officer
Roy Bie	47	Vice President, Flex Products
George C. Christensen	49	Senior Vice President, Lasers, Optics and Displays
Christopher S. Dewees	40	Senior Vice President and General Counsel
David Gudmundson	43	Senior Vice President, Business Development and Corporate Marketing
Stan Lumish, Ph.D.	48	Senior Vice President and Chief Technology Officer
Mark S. Sobey, Ph.D.	44	Senior Vice President, Sales
Debora Shoquist	50	Senior Vice President, Operations
Thomas Znotins, Ph.D.	50	Vice President, Subsystems

Kevin J. Kennedy, Ph.D . became a member of the Company’s Board in November 2001, and upon the retirement of Dr. Jozef Straus, became Chief Executive Officer of the Company on September 1, 2003. From August 2001 to September 2003, Dr. Kennedy was the Chief Operating Officer of Openwave Systems, Inc. Prior to joining Openwave Systems Inc. Dr. Kennedy served seven years at Cisco Systems, Inc., most recently as Senior Vice President of the Service Provider Line of Business and Software Technologies Division, and 17 years at Bell Laboratories. Dr. Kennedy is a director of Quantum Corporation, Rambus Corporation, Openwave Systems, Inc., and Freescale Semiconductor, Inc.

Ronald C. Foster joined the Company in February 2003 as Executive Vice President and Chief Financial Officer. Before joining the Company Mr. Foster was Chief Financial Officer of Novell Corporation from July 2001 until February 2003, prior to which he served as Novell Corporation’s Vice President of Finance from November 1998 until his promotion to Chief Financial Officer. Mr. Foster served as Group Controller and then Vice President, Operations Controller with Applied Materials Corporation from 1996 to 1998, and was

employed as Vice President of Operations at Egghead Software Corporation from 1995 until 1996. Mr. Foster held various finance positions with Hewlett Packard Corporation (“HP”) from 1985 until 1995, culminating in his service as Group Controller for HP’s Computer Manufacturing and Distribution Group. Prior to HP, Mr. Foster held various finance and operations related positions in the forest products industry. Mr. Foster also serves as a director of Micron Technology, Inc. Mr. Foster holds an M.B.A. degree from the University of Chicago and a B.A. in Economics from Whitman College.

Roy Bie has led the Company’s Flex Products group since May 2000. From December 1996 to April 2000, Mr. Bie served as Vice President of Operations for Flex Products, and from 1993 through 1996, he served as Flex Product’s Director of Operations. Prior to joining the Company, Mr. Bie held operational and management leadership positions with Xicor, Inc. (now part of Intersil Corporation), Material Progress (now part of Komag, Inc.), Mag-Media (purchased by Polaroid Corporation) and began his career at National Semiconductor.

George C. Christensen has served as Senior Vice President, Laser, Optics and Displays since April 2004. Prior to joining the Company, Mr. Christensen served over eight years in executive positions at Cisco Systems, Inc. (“Cisco), including Vice President and General Manager of the VoIP Gateway and Dial Business Unit, Senior Engineering Director and Site Executive of the DSL Business Unit, and Director of Marketing in the Security and Systems Software Division of the Access Business Unit. Prior to his service at Cisco, Mr. Christensen held technical management positions while at ISICAD, Inc., Conveyant Systems, Inc., CXC, and Burroughs Corp., and was a member of the board of directors at Indicast, Inc.

Christopher S. Dewees has served as the Company’s Senior Vice President and General Counsel since July 2003. From February 2003 until July 2003, Mr. Dewees served as Vice President and General Counsel, prior to which he was Acting General Counsel from October 2002 until February 2003. Mr. Dewees joined the Company’s Legal Department in October 1999. Prior to October 1999, Mr. Dewees was employed at Morrison & Foerster LLP, where he represented the Company, and other Silicon Valley public and private companies. Mr. Dewees earned his A.B. degree from Dartmouth College in 1986, and his J.D. degree from Northwestern University in 1989.

David Gudmundson has served as Senior Vice President, Business Development and Corporate Marketing since June 2004. From April 2004 to June 2004 Mr. Gudmundson was Vice President, Business Development and Corporate Marketing, and commenced his service with the Company in December 2003 as Vice President, Business Development. From May 1991 to August 2003, Mr. Gudmundson held a series of increasingly senior leadership roles at Cisco, culminating in his service as Vice President and General Manager responsible for Cisco’s security server, DSL, and edge routing business units. Prior to Cisco, Mr. Gudmundson held various hardware and software development and systems engineering positions at ArgoSystems, Inc. (now part of Boeing Company Inc.) and ESL Incorporated (now part of TRW). Mr. Gudmundson holds a B.S.E.E. degree from University of Missouri-Rolla and an MBA degree from San Jose State University.

Stan Lumish, Ph.D. has served as the Company’s Senior Vice President and Chief Technology Officer since July 2003. From July 2002 until June 2003, Dr. Lumish served as the President of the Company’s Optical Layer Group. Dr. Lumish joined the Company in February 2000 as Vice President, Network Product Applications, and was subsequently appointed Group Vice President, R&D of the Transmission Subsystems Group, and General Manager of the Optical Networks Research group. Prior to joining the Company, Dr. Lumish held management positions with Lucent Technologies Inc., where he received the Bell Labs Fellow award.

Mark S. Sobey, Ph.D. has served as the Company’s Senior Vice President, Sales since April, 2004. From May 2002 to April 2004, Dr. Sobey served as Senior Vice President, Global Sales and Marketing. From January 2001 to May 2002, Dr. Sobey was Vice President of Sales, North America. Dr. Sobey was Director of Sales, North America from July 2000 to January 2001, and from December 1999 to June 2000, Dr. Sobey was Director of Sales, North America with E-TEK Dynamics, Inc. Prior to E-TEK Dynamics, Inc., Dr. Sobey was Vice President/General Manager with Spectra-Physic, Inc.

Debora Shoquist joined the Company in March 2004 as Senior Vice President, Operations. Prior to joining the Company, Ms. Shoquist served as Senior Vice President and General Manager of the Electro-Optics Group at Coherent, Inc. From 1991 to 2001 Ms. Shoquist held several roles at Quantum Corporation, including service as President and General Manager of the Personal Computing Storage Division and Executive Vice President of Hard Disk Drive Operations. From 1981 to 1991 Ms. Shoquist served in various engineering, production, and manufacturing roles at Hewlett Packard Corporation.

Thomas Znotins, Ph.D. joined the Company in September 1999 and serves as Senior Vice President, Subsystems. Prior to his current role, Dr. Znotins led the Company’s instrumentation business. From 1984 to 1999 Dr. Znotins held a series of senior positions in marketing, business development research and design at Lumonics, Inc. (now GSI Lumonics, Inc.), culminating in his service as General Manager of Lumonics’ Kanata, Canada facility. Dr. Znotins holds a Ph.D. in laser physics from McMaster University and completed the Executive Development Program at Northeastern University in 1989.