| We are Ribbon. $ 1,000+ customers 140+ countries we serve 1,000+ patents global employees | | | Ribbon Communications (Nasdaq: RBBN) is a global provider of real-time communications software and IP Optical networking solutions to service providers, enterprises and critical infrastructure sectors. We engage deeply with our customers, helping them modernize their networks for improved competitive positioning and business outcomes in today’s smart, always-on and data-hungry world. Our innovative, end-to-end solutions portfolio delivers unparalleled scale, performance and agility, including core to edge software-centric solutions, cloud-native platforms, leading-edge security and analytics tools, along with IP and optical networking solutions for broadband and mobile networks. To learn more about Ribbon visit rbbn.com. | | |||
| | | Our Culture | | ||||
| At Ribbon, our culture defines us. Our relentless focus on the customer, coupled with our entrepreneurial spirit, has solidified our position as one of the | |
| |
| | | | Bruce McClelland, President and CEO | | | | |
| ||||
| | Date and Time | | |
August 3, 2023 10:00 a.m. Eastern Time | | |||
| | Virtual Meeting URL | | |
www.virtualshareholdermeeting.com/ | | |||
| | Record Date | | |
You can vote electronically at, and are entitled to notice of, the | |
Agenda | | |||
1 | | | Election of eight directors | |
2 | | | Ratification of the appointment of Deloitte & Touche LLP as Ribbon Communications’ independent registered public accounting firm for | |
3 | | | Approval, on a non-binding advisory basis, of the compensation of our named executive officers | |
4 | | | Approval, on a non-binding advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers | |
5 | | | Approval of an amendment to | |
| | Transaction of other business, if any, as may properly come before the meeting or any adjournment, continuation or postponement thereof | |
Voting | | |||
| | Internet | | |
www.proxyvote.com, 24/7 | | |||
| | Telephone | | |
Toll-free 1 (800) 690-6903 | | |||
| | Mail | | |
Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope | | |||
| | During the Annual Meeting | | |
Enter the 16-digit control number you received with your proxy or voting instructions and attend the webcast of the meeting via the internet: www.virtualshareholdermeeting.com/ RBBN2023 | |
| | | | | By Order of the Board of Directors, Patrick W. Macken Executive Vice President, Chief Legal Officer and Corporate Secretary | |
| | This Proxy Statement, form of proxy and the June 20, 2023.being made available to stockholders on or about | | |
| | IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON | | |
| | This Proxy Statement and the viewing, printing and downloading at www.proxyvote.com. | | |
| Cautionary Note Regarding Forward-Looking Statements This proxy statement contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to a number of risks and uncertainties. All statements other than statements of historical facts contained in this proxy statement, including without limitation statements regarding projected financial results, customer engagement and momentum, and plans for future product development and manufacturing, are forward-looking statements. Without limiting the foregoing, the words “believes,” “estimates,” “expects,” “expectations,” “intends,” “may,” “plans,” “projects” and other similar language, are intended to identify forward-looking statements. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties and other important factors, including, among others, These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect our business and results from operations. Additional information regarding these and other factors can be found in our reports filed with the Securities and Exchange Commission, including, without limitation, our Form 10-K for the year ended December 31, | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | Our Vision Customers trust us to solve their most challenging communications issues, enabling people and devices to connect seamlessly anytime, anywhere. Our customer-centric culture shapes all our activity and inspires our team members to make a positive impact with our clients, investors and communities. | | |
| | | Our Mission To create a recognized global technology leader providing cloud-centric solutions that enable the secure exchange of information with unparalleled scale, performance and elasticity. | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Best Practices | | ||||
| Six of nine current directors are independent Majority voting for director elections No staggered Board Separate Chairman and CEO roles Lead independent director Independent directors meet regularly without management present Board review (through its standing committees) of ESG strategies, activities, policies and communications | | | | Annual review of CEO and other executive succession plans Code of Conduct applicable to Board Annual Board and committee self-assessments Share ownership guidelines for directors and Section 16 officers Standing Audit, Compensation and Nominating and Corporate Governance Committees comprised solely of independent directors Robust oversight of risk management | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
Name and Principal Occupation | Name and Principal Occupation | | Age | | Director Since | | Independent | | Other Public Company Boards | | | Committee Membership | | Name and Principal Occupation | | Age | | Director Since | | Independent | | Other Public Company Boards | | | Current Committee Membership | | ||||||||||||||||||||||||||||||
| Audit | | Compensation | | Nominating & Corporate Governance | | Technology & Innovation | | | Audit | | Compensation | | Nominating & Corporate Governance | | Technology & Innovation | | |||||||||||||||||||||||||||||||||||||||
| Mariano S. de Beer Former Chief Commercial and Digital Officer, Telefónica S.A. | | 51 | | June 2020 | | | 0 | | | | | | | | | | | | | | Mariano S. de Beer(1) Partner, Nexo Latam | | 52 | | June 2020 | | | 0 | | | | | | | | | | | | ||||||||||||||||
| R. Stewart Ewing, Jr. Chief Financial Officer, InterMountain Management | | 70 | | March 2020 | | | 0 | | | | | | | | | | | | | R. Stewart Ewing, Jr. Chief Financial Officer, InterMountain Management | | 71 | | March 2020 | | | 0 | | | | | | | | | | | | |||||||||||||||||
| Bruns H. Grayson Managing Partner, ABS Ventures | | 74 | | October 2017 | | | 1 | | | | | | | | | | | | Bruns H. Grayson Managing Partner, ABS Ventures | | 75 | | October 2017 | | | 0 | | | | | | | | | | | | ||||||||||||||||||
| Beatriz V. Infante Chief Executive Officer, Business Excelleration LLC | | 68 | | October 2017 | | | 2 | | | | | | | | | | | | Beatriz V. Infante Chief Executive Officer, Business Excelleration LLC | | 69 | | October 2017 | | | 2 | | | | | | | | | | | |||||||||||||||||||
| Bruce W. McClelland President and Chief Executive Officer, Ribbon Communications Inc. | | 55 | | March 2020 | | | | 0 | | | | | | | | | | | | | | | Bruce W. McClelland President and Chief Executive Officer, Ribbon Communications Inc. | | 56 | | March 2020 | | | | 0 | | | | | | | | | | | | | | |||||||||||
| Krish A. Prabhu(1) Former Chief Technology Officer and President, AT&T Labs | | 67 | | March 2020 | | | 1 | | | | | | | | | | | | | Scott Mair Former President, AT&T Network Engineering & Operations | | 62 | | September 2022 | | | 0 | | | | | | | | | | | | |||||||||||||||||
| Shaul Shani Founder and Chairman, Swarth Group | | 67 | | June 2020 | | | | 0 | | | | | | | | | | | | | | | Shaul Shani Founder and Chairman, Swarth Group | | 68 | | June 2020 | | | | 0 | | | | | | | | | | | | | | |||||||||||
| Richard W. Smith Chairman of Private Capital, JPMorgan Chase & Co. | | 69 | | October 2017 | | | | 0 | | | | | | | | | | | | | | | Richard W. Smith Chairman of Private Capital, JPMorgan Chase & Co. | | 70 | | October 2017 | | | | 0 | | | | | | | | | | | | | | |||||||||||
| Tanya Tamone Chief Executive Officer, Sogerco S.A. | | 60 | | June 2020 | | | 0 | | | | | | | | | | | | | | Tanya Tamone Chief Executive Officer, Sogerco S.A. | | 61 | | June 2020 | | | 0 | | | | | | | | | | | | |
| | | Committee Chair | | | | | Member | | | | | Chairman | | | | | Lead Independent Director | | | | | Audit Committee Financial expert | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Proposal | | Board Recommendation | | Page Reference | | Proposal | | Board Recommendation | | Page Reference | | ||||||||||||||||
| 1 | | Election of eight directors as named in this Proxy Statement | | | FOR each of the nominees | | | 1 | | Election of eight directors as named in this Proxy Statement | | | FOR each of the nominees | | | ||||||||||||
| 2 | | Ratification of the appointment of auditors | | | FOR | | | 2 | | Ratification of the appointment of auditors | | | FOR | | | ||||||||||||
| 3 | | Approval, on a non-binding advisory basis, of the compensation of our named executive officers | | | FOR | | | 3 | | Approval, on a non-binding advisory basis, of the compensation of our named executive officers | | | FOR | | | ||||||||||||
| 4 | | Approval of an amendment to the Ribbon Communications Inc. Amended and Restated 2019 Incentive Award Plan to add additional shares | | | FOR | | | 4 | | Approval, on a non-binding advisory basis, of the frequency of future votes on the compensation of our named executive officers | | | ANNUAL | | | ||||||||||||
| 5 | | Approval of an amendment to the Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation | | | FOR | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| 1 | | | | Proposal 1 — Election of Directors | |
| Nominee | | | Designated By | |
| R. Stewart Ewing, Jr. | | | JPM Stockholders (as defined below) | |
| Richard W. Smith | | | JPM Stockholders | |
| | | | ||
| Shaul Shani | | | Swarth (as defined below) | |
| Tanya Tamone | | | Swarth | |
| Bruns H. Grayson | | | Nominating and Corporate Governance Committee | |
| Beatriz V. Infante | | | Nominating and Corporate Governance Committee | |
| Bruce W. McClelland | | | Nominating and Corporate Governance Committee | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Nasdaq Board Diversity Matrix (As of April 1, 2022) | | Nasdaq Board Diversity Matrix (As of June 9, 2023) | | ||||||||||||||||||||||||
| Total Number of Directors | | 9 | | Total Number of Directors | | 9 | | ||||||||||||||||||||
| | | Female | | Male | | Non-Binary | | Gender Undisclosed | | | | Female | | Male | | Non-Binary | | Gender Undisclosed | | ||||||||
| Gender | | Gender | | ||||||||||||||||||||||||
| Directors | | 2 | | 7 | | 0 | | 0 | | Directors | | 2 | | 7 | | 0 | | 0 | | ||||||||
| Number of Directors Who Identify in Any of the Categories Below | | Number of Directors Who Identify in Any of the Categories Below | | ||||||||||||||||||||||||
| African American or Black | | 0 | | 0 | | 0 | | 0 | | African American or Black | | 0 | | 0 | | 0 | | 0 | | ||||||||
| Alaskan Native or Native American | | 0 | | 0 | | 0 | | 0 | | Alaskan Native or Native American | | 0 | | 0 | | 0 | | 0 | | ||||||||
| Asian | | 0 | | 1 | | 0 | | 0 | | Asian | | 0 | | 0 | | 0 | | 0 | | ||||||||
| Hispanic or Latinx | | 1 | | 1 | | 0 | | 0 | | Hispanic or Latinx | | 1 | | 1 | | 0 | | 0 | | ||||||||
| Native Hawaiian or Pacific Islander | | 0 | | 0 | | 0 | | 0 | | Native Hawaiian or Pacific Islander | | 0 | | 0 | | 0 | | 0 | | ||||||||
| White | | 1 | | 5 | | 0 | | 0 | | White | | 1 | | 6 | | 0 | | 0 | | ||||||||
| Two or More Races or Ethnicities | | 0 | | 0 | | 0 | | 0 | | Two or More Races or Ethnicities | | 0 | | 0 | | 0 | | 0 | | ||||||||
| LGBTQ+ | | 0 | | LGBTQ+ | | 0 | | ||||||||||||||||||||
| Did Not Disclose Demographic Background | | 0 | | Did Not Disclose Demographic Background | | 0 | |
| PROPOSAL 1 | | | | The Board of Directors recommends that stockholders vote FOR the election of each of the nominees listed above. | | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| AGE COMMITTEES ■ ■ Nominating and Corporate Governance | |
| | | Independent Director Director since | |
| BACKGROUND ■ Chief CenturyLink, Inc. (“CenturyLink,” now Lumen Technologies), a global technology company offering communications, network services, security, cloud solutions and voice and managed services Executive ■ KPMG Accountant (1973 to | | | ■ TelUSA, LLC, ■ Louisiana Endowment for the Humanities (2019 to present) ■ Progressive Bank, Chairman of the EDUCATION ■ SKILLS AND EXPERTISE | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| AGE COMMITTEES ■ |
Compensation ■ Nominating and Corporate Governance (Chair) | |
| BRUNS H. GRAYSON | | | Lead Independent Director Director since March 2020 | |
| BACKGROUND ABS Ventures, a venture capital firm ■ Managing Partner (1983 to present) Adler & Co. ■ Venture Capitalist (1980 to 1983) McKinsey & Co., a management consulting firm ■ Associate (1978 to 1980) U.S. Army ■ Captain (1970) BOARD SERVICE ■ | | | EDUCATION ■ ■ ■ Master’s degree, Oxford University ■ SKILLS AND EXPERTISE The Board believes Mr. Grayson is qualified to serve on the Board based on his knowledge of the data communication and software industries, his investment experience as a Managing Partner at ABS Ventures, and his experience as a director of various public companies. | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| AGE COMMITTEES ■ Audit ■ Compensation (Chair) ■ Technology and Innovation | |
| BEATRIZ V. INFANTE | | | Independent Director Director since October 2017 | |
| BACKGROUND BusinessExcelleration LLC, a business consultancy specializing in corporate transformation and renewal ■ Chief Executive Officer (2009 to present) ENXSUITE Corporation, a leading supplier of energy management solutions ■ Chief Executive Officer (2020 until its acquisition by Infor in 2011) VoiceObjects Inc., a market leader in voice applications servers ■ Chief Executive Officer (2006 until its acquisition by Voxeo Corporation in 2008) Sychron Inc., a data center automation company ■ Interim Chief Executive Officer (2004 to 2005) Aspect Communications Corporation (“Aspect”), a market leader in communications solutions ■ Chief Executive Officer (April 2000 to October 2003) ■ Co-President and additional executive roles (October 1998 to April 2000) BOARD SERVICE ■ Current National Association of Corporate Directors Board Leadership Fellow ■ PriceSmart, Inc., Chair of its Digital Transformation Committee, Chair of its Compensation Committee and Audit Committee member | | | BOARD SERVICE (cont’d) ■ Liquidity Services Inc., Chair of the Compensation Committee and Audit Committee member ■ ■ ■ ■ Previously served as a director at a number of other public and privately held companies EDUCATION ■ Master of Science degree, California Institute of Technology ■ SKILLS AND EXPERTISE | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| AGE: 62 COMMITTEES: ■ Audit ■ Technology & Innovation | |
| SCOTT MAIR | | | Independent Director Director since September 2022 | |
| BACKGROUND: AT&T, a leading provider of telecommunications, media and technology services. ■ President, Network Engineering & Operations (2019 to 2022) ■ President of Operations (2017 to 2019) ■ Various other rolls (1985 to 2017) BOARD SERVICE: ■ American Transmission Company, a private transmission-only utility (2021 to present) | | | EDUCATION: ■ B.A., University of Wisconsin-Platteville ■ Master of Industrial Technology, University of Wisconsin-Platteville SKILLS AND EXPERTISE: ■ We believe Mr. Mair is qualified to serve on the Board due to his executive leadership experience and extensive operational expertise and experience primarily in the telecommunications industry in which the Company operates. | |
| AGE COMMITTEES ■ None | |
| BRUCE W. MCCLELLAND | | | Non-Independent Director Director since March 2020 | |
| BACKGROUND Ribbon Communications Inc. ■ President and Chief Executive Officer, responsible for the strategic direction and management of Ribbon (March 2020 to present) CommScope Inc. (“CommScope”), a global network infrastructure provider ■ Chief Operating Officer, responsible for the combined portfolio of products and services (April 2019 to August 2019) ARRIS International plc (“ARRIS”), a telecommunications equipment manufacturing company ■ Chief Executive Officer (September 2016 until its sale to CommScope in April 2019) ■ served in numerous leadership roles during 20 years at ARRIS and managed the successful acquisition and integration of the Ruckus Wireless and Brocade ICX Campus switching business from Broadcom Inc., a major step in diversifying the ARRIS business beyond the service provider market into the broader enterprise market, while strengthening the company’s wireless technology capabilities | | | ARRIS (cont’d) ■ held several other roles at ARRIS, including President of Network & Cloud and Global Services (April 2013 to August 2016) ■ authored several Nortel Networks Corporation (“Nortel”) and Bell Northern Research (“BNR”) ■ served in leadership roles for eleven years ■ began his career with BNR in Ottawa, Canada, responsible for the development of Nortel’s SS7 switching products immediately prior to joining ARRIS EDUCATION ■ SKILLS AND EXPERTISE | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| AGE COMMITTEES ■ None | |
| SHAUL SHANI | | | Non-Independent Director Director and Chairman of the Board since June 2020 | |
| BACKGROUND Entrepreneur Swarth Group, a private global investment company investing in public and private companies primarily in the communication services, technology, IT, cyber, renewable energy and real estate sectors as well as financial markets ■ Founder and Chairman (2006 to present) Magnum Group, an investment group investing in telecom and tech ventures, including DSP Group (a major shareholder of AudioCodes which was taken public in 1999) ■ Founder (1994 to 2006) Sapiens International Corporation, a software development company which was listed on the Nasdaq Stock Market in 1992 ■ Founder and Chief Executive Officer (1989 to 1993) Eurosoft, an IT company ■ Founder and Chief Executive Officer Tecnomatix Technologies ■ Founder (1983) Oshap Technologies Ltd., a developer of flexible automation software for robotics ■ Founder and Chief Executive Officer (1982 to 1985) | | | BOARD SERVICE ■ ECI ■ Global Village Telecom, a telecommunications service provider in Brazil (where Swarth Group was the lead investor), Executive Chairman (1997 until its acquisition by the Vivendi Group in 2009) ■ DSP Group (serving as director on behalf of the Magnum Group) (1999 to 2000) ■ Sapiens International Corporation, Chairman (1989 to 1993) ■ held board positions at many private and public companies in the field of telecommunications and technology over the last 30 years SKILLS AND EXPERTISE | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| AGE COMMITTEES ■ None | |
| RICHARD W. SMITH | | | Non-Independent Director Director since October 2017 | |
| BACKGROUND JPMorgan Chase & Co., a multinational banking and financial services holding company ■ Chairman, Private Capital, creating and guiding a series of investment entities focused initially on technology, sustainability and healthcare, funded by the bank and clients (February 2021 to present) ■ Head of Private Investments, responsible for private and public company investments solely funded by the bank (November 2014 to January 2021) ■ One Equity Partners, Partner (July 2002 to present) Allegra Partners and predecessor entities ■ Managing Partner (1981 to 2013) Citicorp Venture Capital Ltd., a former venture and private equity investment division of Citigroup Inc. ■ Senior Investment Manager (1979 to 1981) Morgan Guaranty Trust Company of New York ■ worked in the International Money Management Group (1974 to 1979) | | | BOARD SERVICE ■ GENBAND (2014 to 2017) ■ has over 40 years of experience as a board member of both public and private companies PUBLICATION ■ Co-author of the book Treasury Management: A Practitioner’s Handbook, John Wiley & Sons, 1980 EDUCATION ■ SKILLS AND EXPERTISE Mr. Smith has held positions as Managing Director and Managing Partner and General Partner at private equity and venture funds since 1981, and has over 40 years of experience as a technology investor. | |
| AGE COMMITTEES ■ Nominating and Corporate Governance | |
| TANYA TAMONE | | | Independent Director Director since June 2020 | |
| BACKGROUND Sogerco S.A., a private trust company ■ Chief Executive Officer (2007 to present) Bank Leu, Fuji Bank and Cedef S.A., in Switzerland ■ Trader, specializing in currency and interest trading (1985 to 1996) | | | BOARD SERVICE ■ currently serves as a director for several privately held companies SKILLS AND EXPERTISE The Board believes Ms. Tamone is qualified to serve on the Board due to her experience as a Chief Executive Officer and her financial expertise. | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Strong Governance Practices | | ||||
| Annual election of all directors Majority voting for director elections Separate Chairman and CEO Appointment of lead independent director Substantial majority of independent directors Independent directors meet without management Board with wide range of experience and skills Annual equity grant to non-employee directors Annual Board and committee self-assessments | | | | Annual advisory approval of executive compensation Disclosure Committee for financial reporting Review and approval policy for related party transactions Share ownership guidelines for our CEO, certain officers and our non-employee directors Clawback policy for recovering incentive-based compensation following an accounting restatement Insider trading policy that prohibits hedging, pledging and other similar actions for our executive officers and directors | |
| THE FULL BOARD | |
| generally, oversees and evaluates: ■ strategic risks | |
| THE AUDIT COMMITTEE | | | THE COMPENSATION COMMITTEE | | | THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | | THE TECHNOLOGY AND INNOVATION COMMITTEE | |
| oversees and evaluates: ■ financial, internal control and cyber security risks | | | oversees and evaluates: ■ risks related to our compensation policies | | | oversees and evaluates: ■ risks related to governance | | | oversees and evaluates: ■ risks related to significant R&D decisions | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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Director Skills and Experience | | | | Ewing | | | | Grayson | | | | Infante | | | | Mair | | | | McClelland | | | | Shani | | | | Smith | | | | Tamone | | | | # | | |||||||||||
| | Audit and financial reporting | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||
| | leadership | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | 8 | | ||||||||||||||||||||||||||||||||
| | ESG matters | | | | | | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | |||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | 6 | | ||||||||||||||||||||||||||||||
| | investments, M&A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | ||||||||||||||||
| | |||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | |||||||||||||||||
| | Human capital management | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8 | | |||||||||||||||||
| | Legal, regulatory | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3 | | ||||||||||||
| | Other public company board | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5 | | ||||||||||||||
| | Sales and marketing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |||||||||||
| | operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7 | | ||||||||||||||||
| | Risk management | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8 | | |||||||||||||||||
| | Technology, digital, communications | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||
|
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| The Audit Committee | | | The Compensation Committee | | | The Nominating and Corporate Governance Committee | | | The Technology and Innovation Committee | |
| | | | | Committee Membership | | | | | | Committee Membership | | ||||||||||||||||||||||
| Director | | Independent | | Audit | | Compensation | | Nominating and Corporate Governance | | Technology and Innovation | | Director | | Independent | | Audit | | Compensation | | Nominating and Corporate Governance | | Technology and Innovation | | ||||||||||
| Mariano S. de Beer | | | | | | | | | | Mariano S. de Beer(1) | | | | | | | | | |||||||||||||||
| R. Stewart Ewing, Jr. | | | | | | | | | R. Stewart Ewing, Jr. | | | | | | | | | ||||||||||||||||
| Bruns H. Grayson | | | | | | | | Bruns H. Grayson | | | | | | | | | |||||||||||||||||
| Beatriz V. Infante | | | | | | | | Beatriz V. Infante | | | | | | | | ||||||||||||||||||
| Bruce W. McClelland | | | | | | | | | | | | Bruce W. McClelland | | | | | | | | | | | | ||||||||||
| Krish A. Prabhu(1) | | | | | | | | | Scott Mair | | | | | | | | | ||||||||||||||||
| Shaul Shani | | | | | | | | | | | | Shaul Shani | | | | | | | | | | | | ||||||||||
| Richard W. Smith | | | | | | | | | | | | Richard W. Smith | | | | | | | | | | | | ||||||||||
| Tanya Tamone | | | | | | | | | | Tanya Tamone | | | | | | | | | | ||||||||||||||
| Number of Meetings in 2021 | | Board — 8 | | 8 | | 7 | | 4 | | 4 | | Number of Meetings in 2022 | | Board — 11 | | 9 | | 5 | | 4 | | 2 | |
| | | Committee Chair | | | | | Committee Member | | | | | Chairman of the Board | | | | | Lead Independent Director | | | | | Audit Committee financial expert | |
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| AUDIT COMMITTEE | | | | | |||
| CURRENT COMMITTEE MEMBERS | | | | ||||
| ■ R. Stewart Ewing, Jr., Chair | | | ■ | | | ■ | |
| KEY RESPONSIBILITIES As described more fully in its charter, the Audit Committee’s responsibilities include, among other things: (i) appointing, evaluating, retaining, compensating or setting the compensation of, and overseeing the work of and, if appropriate, terminating the appointment of the independent auditor; (ii) overseeing the Company’s financial reporting, including reviewing and discussing with management, the independent auditor and a member of the internal audit function, prior to public release, the Company’s annual and quarterly financial statements to be filed with the SEC; (iii) overseeing management’s design and maintenance of the Company’s internal control over financial reporting and disclosure controls and procedures; and (iv) reviewing and discussing with management and the independent auditor the Company’s financial and cyber security risk exposures and assessing the policies and procedures management has implemented to monitor and control such exposures. | | |
CHARTER The Audit Committee operates pursuant to a written charter adopted by the Board that reflects standards and requirements adopted by the SEC and Nasdaq, a current copy of which is available at investors.ribboncommunications.com/corporate-governance/governance-highlights. QUALIFICATIONS Our Board has determined that Mr. Ewing is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. This designation is a disclosure requirement of the SEC related to Mr. Ewing’s experience and understanding with respect to certain accounting and auditing matters, but it does not impose upon Mr. Ewing any duties, obligations or liability that are greater than are generally imposed on him as a member of the Audit Committee and the Board, and his designation as an audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of the Audit Committee or the Board. REPORT The Audit Committee Report is on page 34 of this proxy statement. | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| COMPENSATION COMMITTEE | | | | | |||
| CURRENT COMMITTEE MEMBERS | | | All members of the Compensation Committee are independent | | |||
| ■ Beatriz V. Infante, Chair | | | ■ Mariano S. de Beer | | | ■ Bruns H. Grayson | |
| KEY RESPONSIBILITIES As described more fully in its charter, the Compensation Committee’s responsibilities include, among other things: (i) reviewing and approving the Company’s compensation plans, practices and policies for directors and executive officers, including a review of any risks arising from compensation practices and policies for employees that are reasonably likely to have a material adverse effect on the Company; (ii) reviewing the Company’s succession plans for executive officers, where requested to do so by the Board; (iii) making recommendations to the Board regarding the establishment and terms of any incentive compensation or equity-based plans and monitoring their administration; (iv) before selecting or receiving advice from a compensation advisor (other than in-house legal counsel), considering various factors relating to the independence of such advisor; and (v) reviewing the Company’s culture and policies and strategies related to human capital management, including with respect to diversity and inclusion initiatives, pay equity, talent and performance management and employee engagement. | | | The Compensation Committee may delegate its authority under its charter to one or more subcommittees or members of management, consistent with applicable law and SEC and Nasdaq rules. Specifically, the Compensation Committee may delegate to one or more executive officers of the Company the power to grant options or other equity awards pursuant to the Company’s equity plans to certain employees of the Company. CHARTER The Compensation Committee operates pursuant to a written charter adopted by the Board that reflects standards and requirements adopted by Nasdaq, a current copy of which is available at investors.ribboncommunications.com/corporate- governance/governance-highlights. REPORT The Compensation Committee Report is on page 53 of this proxy statement. | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| NOMINATING & CORPORATE GOVERNANCE COMMITTEE | | | | | |||
| CURRENT COMMITTEE MEMBERS | | | All members of the N&CG Committee are independent | | |||
| ■ Bruns H. Grayson, Chair | | | ■ Stewart Ewing, Jr. | | | ■ Tanya Tamone | |
| KEY RESPONSIBILITIES As described more fully in its charter, the Nominating & Corporate Governance Committee’s responsibilities include, among other things: (i) identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending to the Board candidates for: (a) nomination for election by the stockholders, and (b) any Board vacancies that are to be filled by the Board, subject to any rights regarding the selection of directors by holders of preferred shares and any other contractual or other commitments of the Company; (ii) developing and recommending to the Board, overseeing the implementation and effectiveness of, and recommending modifications as appropriate to, a set of corporate governance guidelines applicable to the Company; | | | (iii) reviewing annually with the Board the composition of the Board as a whole and a succession plan in the event one or more directors ceases to serve for any reason; (iv) overseeing the annual self-evaluation of the Board, its committees, individual directors and management; (v) identifying appropriate director development and continuing education opportunities and making recommendations to the Board as appropriate; and (vi) reviewing the Company’s strategies, activities, policies and communications regarding ESG related matters and making recommendations to the Board as appropriate. CHARTER The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board that reflects standards and requirements adopted by Nasdaq, a current copy of which is available at investors.ribboncommunications.com/corporate- governance/governance-highlights. | |
| TECHNOLOGY & INNOVATION COMMITTEE | | | | | |||
| CURRENT COMMITTEE MEMBERS | | | | ||||
| ■ Mariano S. de Beer, Chair | | | ■ Beatriz V. Infante | | | ■ | |
| KEY RESPONSIBILITIES As described more fully in its charter, the Technology & Innovation Committee’s responsibilities include, among other things, reviewing and discussing with the Company’s management: (i) the Company’s overall corporate strategy and approach to leverage technological and commercial innovation to accomplish the financial and market goals established by the Company including business performance, market share growth and competitive leadership; (ii) significant investments in technology and software by the Company; (iii) technology risks, opportunities and trends that could significantly affect the Company and the businesses in which it operates; and | | | (iv) the direction and effectiveness of the Company’s research and development operations. CHARTER The Technology and Innovation Committee operates pursuant to a written charter adopted by the Board, a current copy of which is available at investors.ribboncommunications.com/corporate- governance/governance-highlights. | |
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| | | The Nominating and Corporate Governance Committee c/o Corporate Secretary Ribbon Communications Inc. 6500 Chase Oaks Blvd., Suite 100 Plano, Texas 75023 | |
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| | | Investor Relations Department Ribbon Communications Inc. 6500 Chase Oaks Blvd., Suite 100 Plano, Texas 75023 | | | | | (978) 614-8050 | | | | | ir@rbbn.com | |
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| Compensation Element | | | Compensation Payment | |
| Annual Retainer | | | $60,000(1)(2) | |
| Annual Equity Retainer | | | $120,000(1) in restricted stock units that vest after one year (or, if earlier, on the date of the next annual meeting if the non- employee director does not stand for re-election or is not re- elected by stockholders of the Company) | |
| Committee Fees(3) | | | | |
| Audit Committee | | | $15,000 | |
| Compensation Committee | | | $10,000 | |
| Nominating and Corporate Governance Committee | | | $5,000 | |
| Technology and Innovation Committee | | | $5,000 | |
| Non-Executive Chairman Fee(3) | | | $50,000(2) | |
| Lead Independent Director Fee(3) | | | $50,000 | |
| Chair Fees(3) | | | | |
| Audit Committee | | | $25,000 | |
| Compensation Committee | | | $17,000 | |
| Nominating and Corporate Governance Committee | | | $10,000 | |
| Technology and Innovation Committee | | | $10,000 | |
| New Director Retainer | | | New non-employee directors will receive a pro rata annual equity award of restricted stock units, with the proration based on the number of months of service until the month of the Company’s next annual stockholders meeting | |
| Stock Ownership Guidelines | | | Directors are expected to hold all of the shares of the Company’s common stock granted to them and to maintain such amount of stock ownership throughout their tenure as a director | |
| Director | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total(2) ($) | | |||||||||
| Mariano S. de Beer | | | | | 67,500 | | | | | | 120,004 | | | | | | 187,504 | | |
| R. Stewart Ewing, Jr | | | | | 105,000 | | | | | | 120,004 | | | | | | 225,004 | | |
| Bruns H. Grayson | | | | | 100,000 | | | | | | 120,004 | | | | | | 220,004 | | |
| Beatriz V. Infante | | | | | 107,000 | | | | | | 120,004 | | | | | | 227,004 | | |
| Krish A. Prabhu | | | | | 75,000 | | | | | | 120,004 | | | | | | 195,004 | | |
| Shaul Shani(3) | | | | | — | | | | | | 120,004 | | | | | | 120,004 | | |
| Richard W. Smith(4) | | | | | — | | | | | | — | | | | | | — | | |
| Tanya Tamone | | | | | 65,000 | | | | | | 120,004 | | | | | | 185,004 | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Director | | | Fees Earned or Paid in Cash ($) | | | Stock Awards(1) ($) | | | Total(2) ($) | | |||||||||
| Mariano S. de Beer | | | | | 81,021 | | | | | | 120,000 | | | | | | 201,021 | | |
| R. Stewart Ewing, Jr. | | | | | 105,000 | | | | | | 120,000 | | | | | | 225,000 | | |
| Bruns H. Grayson | | | | | 146,250(3) | | | | | | 120,000 | | | | | | 266,250 | | |
| Beatriz V. Infante | | | | | 107,000 | | | | | | 120,000 | | | | | | 227,000 | | |
| Scott Mair(4) | | | | | 21,555 | | | | | | 92,712 | | | | | | 114,267 | | |
| Krish A. Prabhu(5) | | | | | 30,040 | | | | | | 120,000 | | | | | | 150,040 | | |
| Shaul Shani(6) | | | | | 0 | | | | | | 120,000 | | | | | | 120,000 | | |
| Richard W. Smith(7) | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Tanya Tamone | | | | | 65,000 | | | | | | 120,000 | | | | | | 185,000 | | |
| Director | | | Restricted Stock Units (“RSUs”) (#) | | | Grant Date Fair Value ($) | | ||||||
| Mariano S. de Beer | | | | | |||||||||
| | | | 120,000 | | | ||||||||
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| | | | 120,000 | | | ||||||||
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| | | | 120,000 | | | ||||||||
| | | | | 38,585(a) | | | | | | 120,000 | | | |
| Scott Mair | | | | | 40,309(b) | | | | | | 92,712 | | |
| Krish A. Prabhu | | | | | — | | | | | | — | | |
| | | | | | | | | | 120,000 | | | ||
| Richard W. Smith | | | | | — | | | | | | — | | |
| Tanya Tamone | | | | | 38,585(a) | | | | | | 120,000 | | |
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| Director | | | No. of Unvested RSUs Held as of December 31, 2022 (#) | | |||
| Mariano S. de Beer | | | | | 38,585 | | |
| R. Stewart Ewing, Jr. | | | | | 38,585 | | |
| Bruns H. Grayson | | | | | 38,585 | | |
| Beatriz V. Infante | | | | | 38,585 | | |
| Scott Mair | | | | | 40,309(a) | | |
| Shaul Shani | | | | | 38,585 | | |
| Richard W. Smith | | | | | — | | |
| Tanya Tamone | | | | | 38,585 | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| 2 | | | | Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm | |
| PROPOSAL 2 | | | | The Board of Directors recommends that stockholders vote FOR the ratification of the appointment of Deloitte | | | |
| | | Fiscal Year Ended | | | | Fiscal Year Ended | | ||||||||||||||||||||
| Fee Category | | 2021 ($) | | 2020 ($) | | Fee Category | | 2022 ($) | | 2021 ($) | | ||||||||||||||||
| Audit fees(1) | | | | 2,551,006 | | | | | 2,518,608 | | | Audit fees(1) | | | | 2,683,171 | | | | | 2,551,006 | | | ||||
| Audit-related fees(2) | | | | 15,000 | | | | | 484,450 | | | Audit-related fees(2) | | | | — | | | | | 15,000 | | | ||||
| Tax fees(3) | | | | 150,494 | | | | | 304,326 | | | Tax fees(3) | | | | 46,850 | | | | | 150,494 | | | ||||
| All other fees(4) | | | | 3,790 | | | | | — | | | All other fees(4) | | | | 3,750 | | | | | 3,790 | | | ||||
| Total | | | | 2,720,290 | | | | | 3,307,384 | | | Total | | | | 2,733,771 | | | | | 2,720,290 | | |
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| R. Stewart Ewing, Jr. (Chair) | | | Beatriz V. Infante | | | Scott Mair | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Name | | | Age | | | Position | |
| Bruce W. McClelland | | | | | President and Chief Executive Officer | | |
| Miguel (“Mick”) Lopez | | | | | Executive Vice President, Chief Financial Officer | | |
| | | | | Executive Vice President, | | ||
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Executive Vice President, Chief Legal Officer and Corporate Secretary | | |||||||
| | | | | Executive Vice President, Global Sales | |||
|
| AGE | |
| MIGUEL LOPEZ | | | EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER | |
| BACKGROUND Ribbon Communications Inc. ■ Executive Vice President, Chief Financial Officer (July 2020 to present) Vista Outdoor Inc., outdoor sports and recreation consumer products ■ Chief Financial Officer (2018 to April 2020) Veritas Technologies, corporate software ■ Chief Financial Officer (2016 to 2017) Harris Corporation, global defense contractor ■ Chief Financial Officer (2014 to 2016) Aricent Group/KKR Private Equity, outsourced networked engineering services ■ Chief Financial Officer | | | Earlier in his career, he gained valuable experience as ■ Vice President, Finance at Cisco Systems ■ VP Business Development at Tyco Fire & Security ■ CFO of ADT Security North America ■ Director of Finance at IBM Corp ■ Auditor at KPMG EDUCATION ■ Certified Public Accountant (1983) ■ ■ | |
| AGE 58 | |
| SAM BUCCI | | | EXECUTIVE VICE PRESIDENT, CHIEF OPERATING OFFICER | |
| BACKGROUND Ribbon Communications Inc. ■ Executive Vice President and Chief Operating Officer (January 2023 to present) ■ Executive Vice President and General Manager, IP Optical Networks Business Unit (September 2020 to December 2022) Nokia / Alcatel-Lucent, a global communications solutions company ■ Director optical networking business unit (1994 to 2020) | | | Nortel Networks, a global communications solutions company ■ served in the optical business unit in various senior product management, sales and business development roles over several years EDUCATION ■ B.E., with distinction, McGill University | |
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AGE |
|
| PATRICK MACKEN | | | EXECUTIVE VICE PRESIDENT, CHIEF LEGAL OFFICER AND CORPORATE SECRETARY | |
| BACKGROUND Ribbon Communications Inc. ■ Executive Vice President, Chief Legal Officer and Corporate Secretary (June 2020 to present) ARRIS International plc, a global communications solutions company ■ Senior Vice President, General Counsel and Secretary (2015 to 2019) | | | Troutman Sanders LLP (now Troutman Pepper Hamilton Sanders LLP) ■ Partner in the corporate practice EDUCATION ■ ■ |
| |
| AGE | |
| | | EXECUTIVE VICE PRESIDENT, | |
| BACKGROUND Ribbon Communications Inc. ■ Executive Vice President, ■ | | | EDUCATION ■ | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| 3 | | | | Proposal 3 — Approval, on a Non-Binding, Advisory Basis, of the Compensation of Our Named Executive Officers | |
| PROPOSAL 3 | | | | The Board of Directors recommends that stockholders vote FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers. | | |
|
| Equity Award Information | | | 2021 | | | 2020 | | | 2019 | | | | 3-Year Average | | ||||||||||||
| Stock Options/SARs Granted | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | |
| Stock-Settled Time-Vested Restricted Shares/Units Granted | | | | | 3,268,789 | | | | | | 6,550,106 | | | | | | 2,828,832 | | | | | | | 4,215,909 | | |
| Stock-Settled Performance-Based Stock Units Earned | | | | | 1,557,656 | | | | | | 323,752 | | | | | | 9,466 | | | | | | | 630,291 | | |
| Weighted-Average Basic Common Shares Outstanding | | | | | 147,574,662 | | | | | | 138,967,300 | | | | | | 109,734,118 | | | | | | | 132,091,987 | | |
| Share Usage Rate | | | | | 3.3% | | | | | | 4.9% | | | | | | 2.6% | | | | | | | 3.7% | | |
| (a) Stock Options Outstanding | | | | | 184,169 | | |
| Weighted-Average Exercise Price of Outstanding Stock Options | | | | $ | 13.25 | | |
| Weighted-Average Remaining Term of Outstanding Stock Options (Years) | | | | | 2.59 | | |
| (b) Total Stock-Settled Full-Value Awards Outstanding | | | | | 10,377,487 | | |
| (c) Shares Remaining Available for Future Issuance(1) | | | | | 4,090,946 | | |
| (d) Incremental Share Request Subject to Stockholder Approval | | | | | 10,000,000 | | |
| (e) Total Shares Authorized for, or Outstanding Under, Equity Awards (a + b + c + d) | | | | | 24,652,602 | | |
| (f) Common Shares Outstanding as of the Record Date of April 1, 2022 | | | | | 150,111,958 | | |
| (g) Total Fully-Diluted Overhang (e / (e + f)) | | | | | 14.1% | | |
| | | | (A) | | | (B) | | | (C) | | |||||||||
| Plan Category | | | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | | | Weighted Average Exercise Price of Outstanding Options, Warrant and Rights ($) | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) ($) | | |||||||||
| Equity Compensation Plans Approved by Stockholders | | | | | 6,960,820(1) | | | | | | — | | | | | | 3,985,451(2) | | |
| Equity Compensation Plans Not Approved by Stockholders | | | | | 3,600,836(3) | | | | | | 13.25(4) | | | | | | 105,495(5) | | |
| Total | | | | | 10,561,656 | | | | | | | | | | | | 4,090,946 | | |
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| Bruce W. McClelland | | | | Miguel Lopez | | | | Sam Bucci | |
| President and Chief Executive Officer | | | | Executive Vice President and Chief Financial Officer | | | | Executive Vice President, | |
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| Patrick Macken | | | | ||||||
| | | | Tony Scarfo | | |||||
| Executive Vice President, Chief Legal Officer and Corporate Secretary | | | | | | | | Former Executive Vice President & GM, Cloud & Edge Business Segment (Mr. Scarfo left Ribbon in February 2023) | |
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| Compensation Best Practices that We Follow | |
| PAY FOR PERFORMANCE ■ A significant portion of the NEOs’ target compensation is performance-based, share-linked or both ■ All of the special equity awards granted in lieu of the 2022 annual cash incentive payouts to the NEOs and 50% of annual long-term equity awards (excluding sign-on inducement awards) ■ 40% of annual performance-based equity awards made in CONSERVATIVE SEVERANCE ARRANGEMENTS ■ 12-months base salary payment for termination without cause for NEOs (24-months for CEO in connection with termination without cause following a change of control) ■ “Double Trigger” for acceleration of equity awards upon a change of control COMPENSATION BENCHMARKING and review of market compensation data, including the compensation practices, of peer companies in evaluating the compensation of our NEOs MEANINGFUL STOCK OWNERSHIP REQUIREMENTS ■ 6x for the President and CEO ■ 2x for the remaining NEOs MINIMAL PERQUISITES are provided to our NEOs ROBUST AND LONG-STANDING CLAWBACK POLICY MITIGATE UNDUE RISK by utilizing defined maximum payouts for performance-based compensation in order to prevent out-sized payouts HOLD AN ANNUAL ADVISORY VOTE on the compensation paid to our NEOs INDEPENDENT COMPENSATION CONSULTING FIRM, engaged by the Compensation Committee, that provides no other services to the Company | |
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| Compensation Practices that We Do Not Follow | |
| NO GUARANTEED BONUSES for our executive officers NO INDIVIDUAL PERFORMANCE OR NON-FINANCIAL METRICS for determining annual bonus for the NEOs NO DISCOUNTED STOCK AWARDS, RELOADS OR REPRICING without stockholder approval NO HEDGING OR PLEDGING of shares permitted for our executive officers and directors NO TAX GROSS-UP PAYMENTS with respect to any payments made in connection severance including any change of control NO BROAD SHARE RECYCLING under our stock incentive plans | |
| | | STOCKHOLDER ENGAGEMENT | |
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| | The peer group generally consists of publicly-traded information technology companies that are in the communications equipment and related sub-industries with market capitalization and revenue in a similar range to that of the Company. | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| ADTRAN, Inc. CalAmp Corp. Calix, Inc. Casa Systems, Inc. CSG Systems International, Inc. | | | | Extreme Networks, Inc. F5 Networks, Inc. Harmonic Inc. Infinera Corporation NETGEAR, Inc. | | | | NetScout Systems, Inc. Plantronics, Inc. Sierra Wireless, Inc. ViaSat, Inc. Viavi Solutions Inc. | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | Element | | | Form of Compensation | | | Purpose | | | Link to Company Performance | |
| ◀ FIXED ▶ | | | BASE SALARIES | | | ■ Cash | | | ■ Provide competitive, fixed compensation to attract and retain exceptional executive talent | | | ■ Low | |
| ◀ VARIABLE ▶ | | | ANNUAL | | | ■ Cash and/or PSUs | | | ■ Provide a direct incentive to achieve strong annual operating results | | | ■ High | |
| LONG-TERM EQUITY INCENTIVES | | | ■ ■ | | | ■ Encourage executive officers to build and maintain a long-term equity ownership position in Ribbon so that their interests are aligned with those of our stockholders | | | ■ High | | |||
| ◀ OTHER | | | HEALTH, RETIREMENT AND OTHER BENEFITS | | | ■ Eligibility to participate in benefit plans generally available to our employees, including 401(k) plan, premiums paid on | | | ■ Benefit plans are part of a ■ Except in limited circumstances as discussed in the footnotes of our Summary Compensation Table, our executives do not generally receive any material nonqualified deferred compensation plans or perquisites | | | ■ Low | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Named Executive Officer | | | 2022 Base Salary ($) | | |||
| Bruce McClelland | | | | | 750,000 | | |
| Miguel Lopez | | | | | 525,000 | | |
| Sam Bucci | | | | | 456,620 | | |
| Patrick Macken | | | | | 400,000 | | |
| Tony Scarfo | | | | | 405,000 | | |
| Named Executive Officer | | | 2022 Target Bonus (as % of Base Salary) | | |||
| Bruce McClelland | | | | | 100% | | |
| Miguel Lopez | | | | | 75% | | |
| Sam Bucci | | | | | 75% | | |
| Patrick Macken | | | | | 75% | | |
| Tony Scarfo | | | | | 75% | | |
| NEOs other than Mr. Bucci | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | Target SMCIP Bonus Metrics (in millions) | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| Operating Unit Measured | | | Company Performance Payout | | | Minimum 0% ($) | | | Target 100% ($) | | | Maximum 200% ($) | | | Actual 2021 Results ($) | | | Calculated Payout Results | | | | Weighting | | ||||||||||||||||||
| Full Company Consolidated | | | Pre-Bonus Adjusted EBITDA(1) | | | | | 155.0 | | | | | | 190.0 | | | | | | 210.0 | | | | | | 120,495 | | | | | | 0% | | | | | | | 40% | | |
| Revenues | | | | | 900.0 | | | | | | 1,000.0 | | | | | | 1,100.0 | | | | | | 844,957 | | | | | | 0% | | | | | | | 60% | | | |||
| | | | Total Potential Weighted Payout: | | | | | 0% | | | | | | | 100% | | |
| Sam Bucci | | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | Target SMCIP Bonus Metrics (in millions) | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| Operating Unit Measured | | | Company Performance Payout | | | Minimum 0% ($) | | | Target 100% ($) | | | Maximum 200% ($) | | | Actual 2021 Results ($) | | | Calculated Payout Results | | | | Weighting | | ||||||||||||||||||
| IP Optical Networks | | | Pre-Bonus Adjusted EBITDA(1) | | | | | 10.0 | | | | | | 16.0 | | | | | | 20.0 | | | | | | (33,638) | | | | | | 0% | | | | | | | 20% | | |
| Revenues | | | | | 360.0 | | | | | | 415.0 | | | | | | 475.0 | | | | | | 288,301 | | | | | | 0% | | | | | | | 30% | | | |||
| Full Company Consolidated | | | Pre-Bonus Adjusted EBITDA(1) | | | | | 155.0 | | | | | | 190.0 | | | | | | 210.0 | | | | | | 120,495 | | | | | | 0% | | | | | | | 20% | | |
| Revenues | | | | | 900.0 | | | | | | 1,000.0 | | | | | | 1,100.0 | | | | | | 844,957 | | | | | | 0% | | | | | | | 30% | | | |||
| | | | Total Potential Weighted Payout: | | | | | 0% | | | | | | | 100% | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | Target SMCIP Bonus Metrics for NEOs (in millions) | | | | | | | | | | | | | | | | | | | | |||||||||||||||
| Performance Metric | | | Minimum 0% ($) | | | Target 150% ($) | | | Maximum 200% ($) | | | Actual 2022 Results ($ in millions) | | | Calculated Payout Results | | | Weighting | | ||||||||||||||||||
| Revenue | | | | | 850.0 | | | | | | 905.0 | | | | | | 920.0 | | | | | | 819.8 | | | | | | 0% | | | | | | 100% | | |
| Adjusted EBITDA(1) | | | | | 110.0 | | | | | | — | | | | | | — | | | | | | 64.0 | | | | | | — | | | | | | — | | |
| Named Executive Officer | | Restricted Stock Units (#) | | Performance-Based Stock Units (# at Target Vesting, if Applicable) | | Named Executive Officer | | RSUs (#) | | Performance-Based Stock Units (# at Target Vesting, if Applicable) | | ||||||||||||||||
| Mick Lopez | | | | 53,764 | | | | | 71,686 | | | Mick Lopez | | | | 160,256 | | | | | 160,771 | | | ||||
| Sam Bucci | | | | 47,790 | | | | | 63,720 | | | Sam Bucci | | | | 160,256 | | | | | 160,771 | | | ||||
| Steve McCaffery | | | | 115,455 | | | | | 55,756 | | | Patrick Macken | | | | 128,205 | | | | | 128,616 | | | ||||
| Patrick Macken | | | | 47,790 | | | | | 63,720 | | | Tony Scarfo | | | | 112,179(1) | | | | | 112,540 | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | PSU 2022 Performance Metrics (in millions) | | | | | | | | |||||||||||||||
| Performance Metric | | | Minimum 0% ($) | | | Target 100% ($) | | | Maximum 200% ($) | | | Weighting | | ||||||||||||
| Revenue | | | | | 850.0 | | | | | | 905.0 | | | | | | 950.0 | | | | | | 100% | | |
| Adjusted EBITDA(1) | | | | | 110.0 | | | | | | — | | | | | | — | | | | | | — | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Payout for Relative TSR Achievement Metric | | | Relative TSR Achievement | |
| 200% | | | 75th percentile | |
| 100% | | | 50th percentile | |
| 50% | | | 25th percentile | |
| Acacia Communications, Inc. | | | | Digi International Inc. | | | | NCR Corporation | |
| ADTRAN Inc. | | | | DZS Inc. | | | | NeoPhotonics Corporation | |
| Anterix Inc. | | | | EchoStar Corporation | | | | NETGEAR Inc. | |
| Applied Optoelectronics Inc. | | | | Extreme Networks Inc. | | | | Ooma Inc. | |
| Avaya Holdings Corp. | | | | GTT Communications Inc. | | | | Plantronics Inc. | |
| Bel Fuse Inc. | | | | Harmonic Inc. | | | | Ribbon Communications Inc. | |
| CalAmp Corp. | | | | Infinera Corporation | | | | RingCentral, Inc. | |
| Calix Inc. | | | | InterDigital Inc. | | | | Telenav Inc. | |
| Casa Systems Inc. | | | | Knowles Corporation | | | | Ubiquiti Inc. | |
| Ciena Corporation | | | | KVH Industries Inc. | | | | Viasat Inc. | |
| Clearfield, Inc. | | | | Loral Space & Communications Inc. | | | | Viavi Solutions Inc. | |
| CommScope Holding Company Inc. | | | | Lumentum Holdings Inc. | | | | Vocera Communications Inc. | |
| Comtech Telecommunications Corp. | | | | Maxar Technologies Inc. | | | | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Performance Tranche | | Performance Period | | Value Awarded ($) | | Target Stock Price ($) | | Number of PSUs Eligible to Vest (#) | | Performance Tranche | | Performance Period | | Value Awarded ($) | | Target Stock Price ($) | | Number of PSUs Eligible to Vest (#) | | ||||||||||||||||||||||||||
| First Performance Tranche | | March 16, 2020 – September 1, 2021 | | | | 10,000,000 | | | | | 7.50 | | | | | 1,333,333 | | | First Performance Tranche(1) | | March 16, 2020 – September 1, 2021 | | | | 10,000,000 | | | | | 7.50 | | | | | 1,333,333 | | | ||||||||
| Second Performance Tranche | | March 16, 2020 – September 1, 2022 | | | | 15,000,000 | | | | | 12.00 | | | | | 1,250,000 | | | Second Performance Tranche | | March 16, 2020 – September 1, 2022 | | | | 15,000,000 | | | | | 12.00 | | | | | 1,250,000 | | | ||||||||
| Third Performance Tranche | | March 16, 2020 – September 1, 2023 | | | | 25,000,000 | | | | | 15.00 | | | | | 1,666,667 | | | Third Performance Tranche | | March 16, 2020 – September 1, 2023 | | | | 25,000,000 | | | | | 15.00 | | | | | 1,666,667 | | | ||||||||
| Fourth Performance Tranche | | March 16, 2020 – September 1, 2024 | | | | 10,000,000 | | | | | 20.00 | | | | | 500,000 | | | Fourth Performance Tranche | | March 16, 2020 – September 1, 2024 | | | | 10,000,000 | | | | | 20.00 | | | | | 500,000 | | | ||||||||
| Maximum Aggregate Number of Shares Eligible to Be Received: | | | | 4,750,000 | | | Maximum Aggregate Number of Shares Eligible to Be Received: | | | | 4,750,000 | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Title | | | Stock Ownership Requirement | | | Compliance Period | | | |||||
| Chief Executive Officer | | | | | 6x annual base salary | | | 6 years from appointment, subject to the guidelines | | | |||
| Section 16 Reporting Officers | | | | | 2x annual base salary | | | 5 years from appointment, subject to the guidelines | | | |||
| Non-Employee Directors | | | Retain equity holdings for their tenure as non-employee directors | | | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Beatriz V. Infante (Chair) | | | Bruns H. Grayson | | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards(1) ($) | | Option Awards ($) | | Non-Equity Incentive Plan Compensation(2) ($) | | All Other Compensation(3) ($) | | Total ($) | | Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards(1) ($) | | Option Awards ($) | | Non-Equity Incentive Plan Compensation(2) ($) | | All Other Compensation(3) ($) | | Total ($) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bruce McClelland President and Chief Executive Officer | | | | | 2021 | | | | | 750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 31,423 | | | | | 781,423 | | | Bruce McClelland President and Chief Executive Officer | | | | | 2022 | | | | | 750,000 | | | | | — | | | | | 749,998 | | | | | — | | | | | | | | | | 34,506 | | | | | 1,534,506 | | | ||||||||||||||
| | | 2020 | | | | | 478,846 | | | | | — | | | | | 3,631,842 | | | | | — | | | | | 783,812 | | | | | 27,749 | | | | | 4,922,249 | | | | | | 2021 | | | | | 750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 31,423 | | | | | 781,423 | | | |||||||||||||||||||
| Miguel Lopez Executive Vice President and Chief Financial Officer | | | | | 2021 | | | | | 525,000 | | | | | — | | | | | 1,193,098 | | | | | — | | | | | — | | | | | 22,622 | | | | | 1,740,720 | | | | | | 2020 | | | | | 478,846 | | | | | — | | | | | 3,631,842 | | | | | — | | | | | 783,812 | | | | | 27,749 | | | | | 4,922,249 | | | ||||||||||||||||
| | | 2020 | | | | | 235,442 | | | | | — | | | | | 1,160,692 | | | | | — | | | | | 250,129 | | | | | 79,916 | | | | | 1,726,179 | | | Miguel Lopez Executive Vice President and Chief Financial Officer | | | | | 2022 | | | | | 525,000 | | | | | — | | | | | 1,439,403 | | | | | — | | | | | | | | | | 24,521 | | | | | 1,998,924 | | | |||||||||||||||||
| Sam Bucci Executive Vice President and General Manager, IP Optical Networks Business Unit | | | | | 2021 | | | | | 461,234 | | | | | — | | | | | 1,060,524 | | | | | — | | | | | — | | | | | 19,378 | | | | | 1,541,136 | | | | | | 2021 | | | | | 525,000 | | | | | — | | | | | 1,193,098 | | | | | — | | | | | — | | | | | 22,622 | | | | | 1,740,720 | | | ||||||||||||||||
| | | 2020 | | | | | 122,772 | | | | | 101,496 | | | | | 1,810,353 | | | | | — | | | | | 133,942 | | | | | 1,961 | | | | | 2,170,524 | | | | | | 2020 | | | | | 235,442 | | | | | — | | | | | 1,160,692 | | | | | — | | | | | 250,129 | | | | | 79,916 | | | | | 1,726,179 | | | |||||||||||||||||||
| Steve McCaffery Executive Vice President, Sales – EMEA and APAC regions | | | | 2021 | | | | | 437,238 | | | | | — | | | | | 1,427,978 | | | | | — | | | | | — | | | | | 32,338 | | | | | 1,897,554 | | | Sam Bucci Executive Vice President and Chief Operating Officer | | | | | 2022 | | | | | 461,234 | | | | | 106,110(4) | | | | | 1,388,119 | | | | | — | | | | | — | | | | | 5,744 | | | | | 1,944,397 | | | |||||||||||||||
| Patrick Macken Executive Vice President and Chief Legal Officer | | | | | 2021 | | | | | 400,000 | | | | | — | | | | | 1,060,524 | | | | | — | | | | | — | | | | | 31,446 | | | | | 1,491,970 | | | | | | 2021 | | | | | 461,234 | | | | | — | | | | | 1,060,524 | | | | | — | | | | | — | | | | | 19,378 | | | | | 1,541,136 | | | ||||||||||||||||
| | | 2020 | | | | | 210,154 | | | | | 50,000 | | | | | 1,188,046 | | | | | — | | | | | 219,263 | | | | | 93,150 | | | | | 1,760,613 | | | | | | 2020 | | | | | 122,772 | | | | | 101,496 | | | | | 1,810,353 | | | | | — | | | | | 133,942 | | | | | 1,961 | | | | | 2,170,524 | | | |||||||||||||||||||
| Patrick Macken Executive Vice President, Chief Legal Officer and Corporate Secretary | | | | | 2022 | | | | | 400,000 | | | | | — | | | | | 1,136,522 | | | | | | | | | | | | | | | 34,860 | | | | | 1,571,382 | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2021 | | | | | 400,000 | | | | | — | | | | | 1,060,524 | | | | | — | | | | | — | | | | | 31,446 | | | | | 1,491,970 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2020 | | | | | 210,154 | | | | | 50,000 | | | | | 1,188,046 | | | | | — | | | | | 219,263 | | | | | 93,150 | | | | | 1,760,613 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tony Scarfo(5) Former Executive Vice President and General Manager, Cloud & Edge Business Unit | | | | 2022 | | | | | 405,000 | | | | | — | | | | | 1,093,417 | | | | | — | | | | | | | | | | 26,037 | | | | | 1,524,454 | | |
| 2021 Compensation Components | | | Bruce McClelland ($) | | | Miguel Lopez ($) | | | Sam Bucci ($) | | | Steve McCaffery ($) | | | Patrick Macken ($) | | |||||||||||||||
| Health benefits(a) | | | | | 24,340 | | | | | | 15,539 | | | | | | 2,458 | | | | | | 24,294 | | | | | | 24,363 | | |
| 401(k) matching contribution/pension and profit sharing contribution(b) | | | | | 5,800 | | | | | | 5,800 | | | | | | 13,240 | | | | | | — | | | | | | 5,800 | | |
| Life, disability and excess liability Insurance(a) | | | | | 1,283 | | | | | | 1,283 | | | | | | 3,680 | | | | | | — | | | | | | 1,283 | | |
| Car allowance | | | | | — | | | | | | — | | | | | | — | | | | | | 8,044 | | | | | | — | | |
| Total All Other Compensation | | | | | 31,423 | | | | | | 22,622 | | | | | | 19,378 | | | | | | 32,338 | | | | | | 31,446 | | |
| 2022 Compensation Components | | | Bruce McClelland ($) | | | Miguel Lopez ($) | | | Sam Bucci ($) | | | Patrick Macken ($) | | | Tony Scarfo ($) | | |||||||||||||||
| Health Benefits(a) | | | | | 27,118 | | | | | | 16,802 | | | | | | 1,984 | | | | | | 27,140 | | | | | | 18,318 | | |
| 401(k) matching contributions/pension and profit sharing contribution(b) | | | | | 5,769 | | | | | | 6,100 | | | | | | — | | | | | | 6,100 | | | | | | 6,100 | | |
| Life, disability and excess liability insurance(a) | | | | | 1,283 | | | | | | 1,283 | | | | | | 3,424 | | | | | | 1,283 | | | | | | 1,283 | | |
| Travel medical coverage(a) | | | | | 336 | | | | | | 336 | | | | | | 336 | | | | | | 336 | | | | | | 336 | | |
| Total All Other Compensation | | | | | 34,506 | | | | | | 24,521 | | | | | | 5,744 | | | | | | 34,860 | | | | | | 26,037 | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Name | | Grant Date | | Date of Compensation Committee Action(1) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | Awards: Number of Shares of Stock or Units (#) | | Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | Awards: No. of Units (#) | | GrantDate Fair Value of Stock Awards(2) ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Threshold ($) | | Target ($) | | Maximum ($) | | Threshold ($) | | Target ($) | | Maximum ($) | | Name | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Bruce McClelland | | Bruce McClelland | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | — | | | | | 750,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 241,157 | | | | | 483,314 | | | | | — | | | | | 749,998 | | | |||||||||||||||||||||
| Miguel Lopez | | Miguel Lopez | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | — | | | | | 393,750 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | April 18, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 160,256 | | | | | 499,999 | | | |||||||||||||||||||
| March 15, 2020 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 53,764 | | | | | — | | | | | — | | | | | 465,059 | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 96,463 | | | | | 192,926 | | | | | — | | | | | 300,000 | | | ||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 32,259 | | | | | 64,518 | | | | | — | | | | | — | | | | | — | | | | | 279,040 | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 64,308 | | | | | 128,616 | | | | | — | | | | | 199,998 | | | ||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 21,505 | | | | | 43,010 | | | | | — | | | | | — | | | | | — | | | | | 293,974 | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 126,607 | | | | | 253,214 | | | | | — | | | | | 393,748 | | | ||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 17,922 | | | | | 35,844 | | | | | — | | | | | — | | | | | — | | | | | 155,025 | | | Sam Bucci | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sam Bucci | | | | | April 18, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 160,256 | | | | | 499,999 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | — | | | | | 343,913 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 96,463 | | | | | 192,926 | | | | | — | | | | | 300,000 | | | |||||||||||||||||||||
| March 15, 2020 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 47,790 | | | | | — | | | | | — | | | | | 413,384 | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 64,308 | | | | | 128,616 | | | | | — | | | | | 199,998 | | | ||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 28,674 | | | | | 57,348 | | | | | — | | | | | — | | | | | — | | | | | 248,030 | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 110,117 | | | | | 220,234 | | | | | — | | | | | 342,464 | | | ||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 19,116 | | | | | 38,232 | | | | | — | | | | | — | | | | | — | | | | | 261,316 | | | Patrick Macken | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 15,930 | | | | | 31,860 | | | | | — | | | | | — | | | | | — | | | | | 137,794 | | | | | | April 18, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 128,205 | | | | | 400,000 | | | ||||||||||||||||||||||
| Steve McCaffery | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 77,170 | | | | | 154,340 | | | | | — | | | | | 239,999 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | — | | | | | 298,572 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | | — | | | | | — | | | | | | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 51,446 | | | | | 102,892 | | | | | — | | | | | 159,997 | | | |||||||||||||||||||||
| January. 15, 2021 | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 73,368 | | | | | — | | | | | — | | | | | 500,002 | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 96,463 | | | | | 192,926 | | | | | — | | | | | 300,000 | | | ||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 41,817 | | | | | — | | | | | — | | | | | 361,717 | | | Tony Scarfo | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 15, 2020 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 25,090 | | | | | 50,180 | | | | | — | | | | | — | | | | | — | | | | | 217,029 | | | | | | April 18, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 112,179 | | | | | 349,999 | | | ||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 16,727 | | | | | 33,454 | | | | | — | | | | | — | | | | | — | | | | | 228,658 | | | | April 18, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 18,497 | | | | | 57,711 | | | ||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 13,939 | | | | | 27,878 | | | | | — | | | | | — | | | | | — | | | | | 120,572 | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 67,524 | | | | | 135,048 | | | | | — | | | | | 210,000 | | | ||||||||||||||||||||||||
| Patrick Macken | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 45,016 | | | | | 90,032 | | | | | — | | | | | 140,000 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | — | | | | | 300,000 | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | | | | | June 15, 2022 | | — | | | | — | | | | | — | | | | | — | | | | | 97,668 | | | | | 195,336 | | | | | — | | | | | 303,747 | | | |||||||||||||||||||||
| March 15, 2020 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 47,790 | | | | | — | | | | | — | | | | | 413,384 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 28,674 | | | | | 57,348 | | | | | — | | | | | — | | | | | — | | | | | 248,030 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 19,116 | | | | | 38,232 | | | | | — | | | | | — | | | | | — | | | | | 261,316 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 15, 2021 | | February 9, 2021 | | | | — | | | | | — | | | | | — | | | | | — | | | | | 15,930 | | | | | 31,860 | | | | | — | | | | | — | | | | | — | | | | | 137,794 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | Stock Awards | | |||||||||||||||||||||
| Name | | | Number of Shares or Units of Stock Awards that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($) | | ||||||||||||
| Bruce McClelland | | | | | | | | | | | | | | | | | 3,416,667(2) | | | | | | 20,670,835 | | |
| Miguel Lopez | | | | | 66,371(3) | | | | | | 401,545 | | | | | | | | | | | | | | |
| | | 53,764(3) | | | | | | 325,272 | | | | | | | | | | | | | | | |||
| | | 24,890(4) | | | | | | 150,585 | | | | | | 19,911(4) | | | | | | 120,462 | | | |||
| | | | | | | | | | | | | | | 21,506(4) | | | | | | 130,111 | | | |||
| | | | | | | | | | | | | | | 39,823(5) | | | | | | 240,929 | | | |||
| | | | | | | | | | | | | | | 21,505(5) | | | | | | 130,105 | | | |||
| Sam Bucci | | | | | 66,823(6) | | | | | | 404,279 | | | | | | | | | | | | | | |
| | | 47,790(6) | | | | | | 289,130 | | | | | | | | | | | | | | | |||
| | | 25,059(7) | | | | | | 151,607 | | | | | | 20,048(7) | | | | | | 121,290 | | | |||
| | | | | | | | | | | | | | | 19,116(7) | | | | | | 115,652 | | | |||
| | | | | | | | | | | | | | | 40,094(8) | | | | | | 242,569 | | | |||
| | | | | | | | | | | | | | | 19,116(8) | | | | | | 115,652 | | | |||
| Steve McCaffery | | | | | 73,638(9) | | | | | | 445,510 | | | | | | | | | | | | | | |
| | | 41,817(9) | | | | | | 252,993 | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | 16,727(10) | | | | | | 101,198 | | | |||
| | | | | | | | | | | | | | | 16,727(11) | | | | | | 101,198 | | | |||
| Patrick Macken | | | | | 74,999(12) | | | | | | 453,744 | | | | | | | | | | | | | | |
| | | 47,790(12) | | | | | | 289,130 | | | | | | | | | | | | | | | |||
| | | 22,884(13) | | | | | | 138,448 | | | | | | 18,306(13) | | | | | | 110,751 | | | |||
| | | | | | | | | | | | | | | 19,116(13) | | | | | | 115,652 | | | |||
| | | | | | | | | | | | | | | 36,614(14) | | | | | | 221,515 | | | |||
| | | | | | | | | | | | | | | 19,116(14) | | | | | | 115,652 | | |
| | | | Stock Awards | | |||||||||||||||||||||
| Name | | | No. of Shares of Stock Awards that Have Not Vested (#) | | | Market Value of Shares of Stock that Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares that Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares that Have Not Vested(1) ($) | | ||||||||||||
| Bruce McClelland | | | | | | | | | | | | | | | | | 3,416,667(2) | | | | | | 9,532,501 | | |
| Miguel Lopez | | | | | 33,815(3) | | | | | | 94,344 | | | | | | | | | | | | | | |
| | | 26,881(3) | | | | | | 74,998 | | | | | | | | | | | | | | | |||
| | | 160,256(3) | | | | | | 447,114 | | | | | | | | | | | | | | | |||
| | | 24,890(4) | | | | | | 69,443 | | | | | | | | | | | | | | | |||
| | | 39,283(5) | | | | | | 109,600 | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | 10,573(4) | | | | | | 29,499 | | | |||
| | | | | | | | | | | | | | | 64,309(4) | | | | | | 179,422 | | | |||
| | | | | | | | | | | | | | | 21,505(5) | | | | | | 59,999 | | | |||
| | | | | | | | | | | | | | | 64,308(5) | | | | | | 179,419 | | | |||
| Sam Bucci | | | | | 33,411(6) | | | | | | 93,217 | | | | | | | | | | | | | | |
| | | 23,894(6) | | | | | | 66,664 | | | | | | | | | | | | | | | |||
| | | 160,256(6) | | | | | | 447,114 | | | | | | | | | | | | | | | |||
| | | 25,059(7) | | | | | | 69,915 | | | | | | | | | | | | | | | |||
| | | 40,094(8) | | | | | | 111,863 | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | 9,558(7) | | | | | | 26,667 | | | |||
| | | | | | | | | | | | | | | 64,309(7) | | | | | | 179,422 | | | |||
| | | | | | | | | | | | | | | 19,116(8) | | | | | | 53,333 | | | |||
| | | | | | | | | | | | | | | 64,308(8) | | | | | | 179,419 | | | |||
| Patrick Macken | | | | | 25,000(9) | | | | | | 69,750 | | | | | | | | | | | | | | |
| | | 23,894(9) | | | | | | 66,664 | | | | | | | | | | | | | | | |||
| | | 128,205(9) | | | | | | 357,691 | | | | | | | | | | | | | | | |||
| | | 22,884(10) | | | | | | 63,846 | | | | | | | | | | | | | | | |||
| | | 36,614(11) | | | | | | 102,153 | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | 9,558(10) | | | | | | 26,667 | | | |||
| | | | | | | | | | | | | | | 51,447(10) | | | | | | 143,537 | | | |||
| | | | | | | | | | | | | | | 19,116(11) | | | | | | 53,334 | | | |||
| | | | | | | | | | | | | | | 51,446(11) | | | | | | 143,534 | | | |||
| Tony Scarfo | | | | | 27,006(12) | | | | | | 75,347 | | | | | | | | | | | | | | |
| | | 20,908(12) | | | | | | 58,333 | | | | | | | | | | | | | | | |||
| | | 112,179(12) | | | | | | 312,979 | | | | | | | | | | | | | | | |||
| | | 20,022(13) | | | | | | 55,861 | | | | | | | | | | | | | | | |||
| | | 32,037(14) | | | | | | 89,383 | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | 8,363(13) | | | | | | 23,333 | | | |||
| | | | | | | | | | | | | | | 45,016(13) | | | | | | 125,595 | | | |||
| | | | | | | | | | | | | | | 16,727(14) | | | | | | 46,668 | | | |||
| | | | | | | | | | | | | | | 45,016(14) | | | | | | 125,595 | | |
| Name | | | Stock Awards | | |||||||||
| Number of Shares Acquired on Vesting(1) (#) | | | Value Realized on Vesting(2) ($) | | |||||||||
| Bruce McClelland | | | | | 1,796,296 | | | | | | 15,711,294 | | |
| Miguel Lopez | | | | | 86,917 | | | | | | 641,447 | | |
| Sam Bucci | | | | | 296,463 | | | | | | 2,426,524 | | |
| Patrick Macken | | | | | 75,001 | | | | | | 526,757 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Name | | | Stock Awards | | |||||||||
| Number of Shares Acquired on Vesting(1) (#) | | | Value Realized on Vesting(2) ($) | | |||||||||
| Miguel Lopez | | | | | 43,476 | | | | | | 130,906 | | |
| Sam Bucci | | | | | 57,308 | | | | | | 168,190 | | |
| Patrick Macken | | | | | 48,896 | | | | | | 138,708 | | |
| Tony Scarfo | | | | | 132,629 | | | | | | 382,673 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
(B) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Name | | Potential Payments | | Termination Without Cause or for Good Reason(1) ($) | | Termination Upon Death or Disability ($) | | Change in Control ($) | | Termination Without Cause or for Good Reason following a Change in Control ($) | | Name | | Potential Payments | | Termination Without Cause or for Good Reason(1) ($) | | Termination Upon Death or Disability ($) | | Change in Control ($) | | Termination Without Cause or for Good Reason following a Change in Control ($) | | ||||||||||||||||||||||||||||||||||
| Bruce McClelland | | | Cash severance | | | | 1,500,000 | | | | | — | | | | | — | | | | | 3,000,000 | | | Bruce McClelland | | | Cash Severance | | | | 1,500,000 | | | | | — | | | | | — | | | | | 3,000,000 | | | ||||||||
| Stock awards(2) | | | | — | | | | | — | | | | | — | | | | | — | | | | Stock Awards(2) | | | | — | | | | | — | | | | | — | | | | | — | | | |||||||||||||
| Health benefits | | | | 26,191 | | | | | — | | | | | — | | | | | 52,381 | | | | Health Benefits | | | | 27,867 | | | | | — | | | | | — | | | | | 27,867 | | | |||||||||||||
| Total | | | | 1,526,191 | | | | | — | | | | | — | | | | | 3,052,381 | | | | Total | | | | 1,527,867 | | | | | — | | | | | — | | | | | 3,027,867 | | | |||||||||||||
| Miguel Lopez | | | Cash severance | | | | 525,000 | | | | | — | | | | | — | | | | | 918,750 | | | Miguel Lopez | | | Cash Severance | | | | 525,000 | | | | | — | | | | | — | | | | | 918,750 | | | ||||||||
| Stock awards(2) | | | | 718,359 | | | | | — | | | | | — | | | | | 1,499,009 | | | | Stock Awards(2) | | | | 546,695 | | | | | — | | | | | — | | | | | 1,144,287 | | | |||||||||||||
| Health benefits | | | | 15,663 | | | | | — | | | | | — | | | | | 15,663 | | | | Health Benefits | | | | 8,927 | | | | | — | | | | | — | | | | | 8,927 | | | |||||||||||||
| Total | | | | 1,259,022 | | | | | — | | | | | — | | | | | 2,433,422 | | | | Total | | | | 1,080,622 | | | | | | | | | | | | | | | 2,071,964 | | | |||||||||||||
| Sam Bucci | | | Cash severance | | | | 458,551 | | | | | — | | | | | — | | | | | 802,463 | | | Sam Bucci | | | Cash Severance | | | | 425,986 | | | | | — | | | | | — | | | | | 745,476 | | | ||||||||
| Stock awards(2) | | | | 699,004 | | | | | — | | | | | — | | | | | 1,440,177 | | | | Stock Awards(2) | | | | 496,389 | | | | | — | | | | | — | | | | | 1,085,647 | | | |||||||||||||
| Health benefits | | | | 6,243 | | | | | — | | | | | — | | | | | 6,243 | | | | Health Benefits | | | | 2,580 | | | | | — | | | | | — | | | | | 2,580 | | | |||||||||||||
| Total | | | | 1,163,798 | | | | | — | | | | | — | | | | | 2,248,883 | | | | Total | | | | 924,955 | | | | | | | | | | | | | | | 1,833,703 | | | |||||||||||||
| Steven McCaffery | | | Cash severance | | | | 398,096 | | | | | — | | | | | — | | | | | 696,669 | | | Patrick Macken | | | Cash Severance | | | | 400,000 | | | | | — | | | | | — | | | | | 700,000 | | | ||||||||
| Stock awards(2) | | | | 605,405 | | | | | — | | | | | — | | | | | 900,899 | | | | Stock Awards(2) | | | | 459,038 | | | | | — | | | | | — | | | | | 943,777 | | | |||||||||||||
| Health benefits | | | | 25,886 | | | | | — | | | | | — | | | | | 23,886 | | | | Health Benefits | | | | 27,896 | | | | | — | | | | | — | | | | | 27,896 | | | |||||||||||||
| Total | | | | 1,027,387 | | | | | — | | | | | — | | | | | 1,621,454 | | | | Total | | | | 886,934 | | | | | | | | | | | | | | | 1,671,673 | | | |||||||||||||
| Patrick Macken | | | Cash severance | | | | 400,000 | | | | | — | | | | | — | | | | | 700,000 | | | |||||||||||||||||||||||||||||||||
| Stock awards(2) | | | | 772,091 | | | | | — | | | | | — | | | | | 1,444,890 | | | ||||||||||||||||||||||||||||||||||||
| Health benefits | | | | 26,213 | | | | | — | | | | | — | | | | | 26,213 | | | ||||||||||||||||||||||||||||||||||||
| Total | | | | 1,198,304 | | | | | — | | | | | — | | | | | 2,171,103 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Employee | | | Compensation ($) | | | Pay Ratio Estimate | | ||||||
| Mr. McClelland, our Chief Executive Officer | | | | | | | | | | | | ||
| Our median employee certain non-U.S. employees) | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Year(1) | | | Summary Compensation Table Total for PEO #1 | | | Compensation Actually Paid to PEO #1(2) | | | Summary Compensation Table Total for PEO #2 | | | Compensation Actually Paid to PEO #2(2) | | | Summary Compensation Table Total for PEO #3 | | | Compensation Actually Paid to PEO #3(2) | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Compensation Actually Paid to Non-PEO NEOs(3) | | | Value of Initial Fixed $100 Investment Based On: | | | Net (Loss) Income (in thousands) | | | Revenue (in millions) | | |||||||||||||||||||||||||||||||||||||||
| Total Shareholder Return(4) | | | Peer Group Total Shareholder Return(5) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | | | $ | 1,534,506 | | | | | $ | (6,504,331) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 1,759,789 | | | | | $ | 352,253 | | | | | $ | 90.00 | | | | | $ | 82.21 | | | | | $ | (98,083) | | | | | $ | 820 | | |
| 2021 | | | | $ | 781,423 | | | | | $ | 2,879,477 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 1,667,845 | | | | | $ | 1,461,408 | | | | | $ | 195.16 | | | | | $ | 112.44 | | | | | $ | (177,185) | | | | | $ | 845 | | |
| 2020 | | | | $ | 4,922,249 | | | | | $ | 23,030,777 | | | | | $ | 1,684,310 | | | | | $ | 3,389,048 | | | | | $ | 1,706,056 | | | | | $ | 1,734,278 | | | | | $ | 1,807,140 | | | | | $ | 2,487,383 | | | | | $ | 211.61 | | | | | $ | 110.08 | | | | | $ | 88,591 | | | | | $ | 844 | | |
| | | | 2022 | | | 2021 | | | 2020 | | | | | | | | |||||||||||||||||||||
| | | | PEO #1 | | | PEO #1 | | | PEO #1 | | | PEO #2 | | | PEO #3 | | | | |||||||||||||||||||
| Summary Compensation Table — Total Compensation | | | | $ | 1,534,506 | | | | | $ | 781,423 | | | | | $ | 4,922,249 | | | | | $ | 1,684,310 | | | | | $ | 1,706,056 | | | | | ||||
| Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | | | | $ | 749,998 | | | | | | — | | | | | $ | 3,631,842 | | | | | $ | 869,978 | | | | | $ | 379,000 | | | | | ||||
| Add Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | | | | $ | 672,828 | | | | | | — | | | | | $ | 21,740,370 | | | | | $ | 1,936,265 | | | | | | — | | | | | ||||
| Add Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | | | | $ | (7,961,667) | | | | | $ | (3,579,167) | | | | | | — | | | | | $ | 519,811 | | | | | | — | | | | | ||||
| Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 491,142 | | | | | ||||
| Add Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year | | | | | — | | | | | $ | 5,677,221 | | | | | | — | | | | | $ | 118,640 | | | | | $ | 70,394 | | | | | ||||
| Deduct Fair Value as of Prior Fiscal Year End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 154,314 | | | | | ||||
| Compensation Actually Paid | | | | $ | (6,504,331) | | | | | $ | 2,879,477 | | | | | $ | 23,030,777 | | | | | $ | 3,389,048 | | | | | $ | 1,734,278 | | | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | 2022 | | | 2021 | | | 2020 | | |||||||||
| Summary Compensation Table — Total Compensation | | | | $ | 1,759,789 | | | | | $ | 1,667,845 | | | | | $ | 1,807,140 | | |
| Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | | | | $ | 1,264,365 | | | | | $ | 1,145,961 | | | | | $ | 941,679 | | |
| Add Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | | | | $ | 1,101,631 | | | | | $ | 816,603 | | | | | $ | 1,423,498 | | |
| Add Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | | | | $ | (869,989) | | | | | $ | (84,956) | | | | | $ | 164,422 | | |
| Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | | | | | — | | | | | | — | | | | | $ | 46,644 | | |
| Add Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year | | | | $ | (256,703) | | | | | $ | 207,877 | | | | | $ | 37,349 | | |
| Deduct Fair Value as of Prior Fiscal Year End of Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | $ | (118,110) | | | | | | — | | | | | $ | (49,991) | | |
| Compensation Actually Paid | | | | $ | 352,253 | | | | | $ | 1,461,408 | | | | | $ | 2,487,383 | | |
| ■ Revenue | | | ■ Net Income | |
| ■ Relative TSR (the Company’s TSR as compared to a peer group established by the Compensation Committee) | | | ■ Adjusted EBITDA | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| 4 | | | | Proposal 4 — Approval, on a Non-Binding, Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers | |
| PROPOSAL 4 | | | | The Board of Directors recommends that stockholders vote FOR holding future advisory votes on named executive officer compensation annually. | | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| 5 | | | | Proposal 5 — Approval of an Amendment to the Ribbon Communications Inc. Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation | |
| PROPOSAL 5 | | | | The Board recommends that stockholders vote FOR the approval of the Amendment to the Certificate of Incorporation to provide for officer exculpation. | | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Name of Beneficial Owner | | Number of Shares Beneficially Owned (#) | | Percentage of Common Stock Outstanding | | Name of Beneficial Owner | | Number of Shares Beneficially Owned (#) | | Percentage of Common Stock Outstanding | | ||||||||||||||||
| Named Executive Officers | | | | | | | | | | | | NEOs | | | | | | | | | | | | ||||
| Bruce McClelland | | | | 1,141,963 | | | | | * | | | Bruce McClelland | | | | 1,151,963 | | | | | * | | | ||||
| Miguel Lopez | | | | 97,527 | | | | | * | | | Miguel Lopez(1) | | | | 224,702 | | | | | * | | | ||||
| Sam Bucci | | | | 166,394 | | | | | * | | | Sam Bucci | | | | 204,427 | | | | | * | | | ||||
| Steve McCaffery | | | | 46,418 | | | | | * | | | Patrick Macken(2) | | | | 173,653 | | | | | * | | | ||||
| Patrick Macken | | | | 51,126 | | | | | * | | | Tony Scarfo(3) | | | | 463,263 | | | | | * | | | ||||
| Directors and Nominees | | | | | | | | | | | | Directors | | | | | | | | | | | | ||||
| Mariano S. de Beer | | | | 18,963 | | | | | * | | | Mariano S. de Beer(4) | | | | 67,906 | | | | | * | | | ||||
| R. Stewart Ewing, Jr. | | | | 43,680 | | | | | * | | | R. Stewart Ewing, Jr.(4) | | | | 97,062 | | | | | * | | | ||||
| Bruns H. Grayson | | | | 337,140 | | | | | * | | | Bruns H. Grayson(4) | | | | 443,979 | | | | | * | | | ||||
| Beatriz V. Infante | | | | 203,993 | | | | | * | | | Beatriz V. Infante(4) | | | | 257,375 | | | | | * | | | ||||
| Krish A. Prabhu | | | | 41,886(1) | | | | | * | | | Scott Mair(5) | | | | 40,309 | | | | | * | | | ||||
| Shaul Shani | | | | — | | | | | — | | | Shaul Shani(4) | | | | 53,382 | | | | | * | | | ||||
| Richard W. Smith | | | | — | | | | | — | | | Richard W. Smith | | | | 0 | | | | | — | | | ||||
| Tanya Tamone | | | | 27,089 | | | | | * | | | Tanya Tamone(4) | | | | 80,471 | | | | | * | | | ||||
| All current executive officers and directors as a group (15 persons) | | | | 2,661,349 | | | | | 1.77% | | | All current executive officers and directors as a group (13 persons)(6) | | | | 3,258,492 | | | | | 1.91% | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Name and Principal Business Address and Principal Office Address of Beneficial Owner | | Number of Shares Beneficially Owned (#) | | Percentage of Common Stock Outstanding | | Name of Beneficial Owner | | Number of Shares Beneficially Owned (#) | | Percentage of Common Stock Outstanding | | ||||||||||||||||
| 5% Owners | | | | | | | | | | | | 5% Owners | | | | | | | | | | | | ||||
| JPMorgan Chase & Co.(2) ■ OEP II Partners Co-Invest 510 Madison Avenue, 19th Floor New York, NY 10022 ■ JPMorgan Chase 383 Madison Avenue New York, New York 10179 ■ Each of JPMC Heritage and Heritage III: 277 Park Avenue New York, New York 10172. | | | | 49,940,222 | | | | | 33.27% | | | JPMorgan Chase & Co.(7) ■ OEP II Partners Co-Invest 510 Madison Avenue, 19th Floor New York, NY 10022 ■ JPMorgan Chase 383 Madison Avenue New York, NY 10179 ■ Each of JPMC Heritage and Heritage III 277 Park Avenue New York, NY 10172 | | | | 52,036,572 | | | | | 30.49% | | | ||||
| Swarth Investments Inc.(3) ■ Morgan & Morgan Building Pasea Estate Road Town, Tortola D8 | | | | 25,796,395 | | | | | 17.18% | | | Swarth Investments Ltd.(8) ■ Newport House 15 The Grange St. Peter Port, Guernsey GY1 4LA | | | | 27,877,384 | | | | | 16.33% | | | ||||
| Paradigm Capital Management, Inc.(4) ■ Nine Elk Street Albany, New York 12207 | | | | 8,476,600 | | | | | 5.65% | | | Neuberger Berman Group LLC(9) Neuberger Investment Advisers LLC ■ 1290 Avenue of the Americas New York, NY 10104 | | | | 15,637,367 | | | | | 9.09% | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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Date and Time | | | | | | | Record Date | | |
Thursday, August 3, 2023 10:00 a.m. Eastern Time | | | | www.virtualshareholder RBBN2023meeting.com/ | | | | |
| | IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON | | |
| | This Proxy Statement and the viewing, printing and downloading at www.proxyvote.com. | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Proposal | | | Board Recommendation | | | Page Reference | | ||||||
| 1 | | | The election of the eight nominees for director named in this Proxy Statement to hold office until the 2023 Annual Meeting | | | | | FOR each of the nominees | | | 7 | | |
| 2 | | | The ratification of the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 | | | | | FOR | | | 32 | | |
| 3 | | | The approval, on a non-binding, advisory basis, of the compensation of our named executive officers | | | | | FOR | | | 38 | | |
| 4 | | | The approval of the amendment to the Ribbon Communications Inc. Amended and Restated 2019 Incentive Award Plan to add additional shares | | | | | FOR | | | 39 | |
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| Proposal | | | Vote Required | | | Effect of Abstentions | | |||
| 1 | | | Election of | | | In an uncontested election, such as the election of directors at the | | | Abstaining will have no effect on the outcome of the election. | |
| 2 | | | Ratification of the | | | The affirmative vote of a majority of the shares of common stock present or represented at the | | | Abstaining from voting on this proposal will have the effect of a vote against this proposal. | |
| 3 | | | Approval, on a | | | The vote on the compensation of the named executive officers is non-binding, as provided by law. However, our Board and its Compensation Committee will review and consider the outcome of this vote when making future compensation decisions for our named executive officers. The affirmative vote of a majority of the shares of common stock present or represented at the | | | Abstaining from voting on this proposal will have the effect of a vote against this proposal. | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| Proposal | | | Vote Required | | | Effect of Abstentions | | |||
| 4 | | | Approval, on a non-binding advisory basis, of the frequency of future votes on the compensation of our named executive officers | | | The vote on the frequency of future votes on the compensation of the named executive officers is non-binding, as provided by law. However, our Board and its Compensation Committee will review and consider the outcome of this vote when making future decisions on the frequency of such proposals. The frequency option receiving the most votes of the votes cast by shares of common stock present or represented at the 2023 Annual Meeting will be considered approved under this proposal. You may vote “Annually,” “Every Two Years,” or “Every Three Years” on this proposal. | | | Abstaining from voting on this proposal will have the effect of a vote against this proposal. | |
| 5 | | | Approval of an amendment to the | | | The affirmative vote of a majority of the outstanding shares of common stock | | | Abstaining from voting on this proposal will have the effect of a vote against | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| | | Broadridge Financial Solutions by calling 1-800-579-1639 | | | | | or in writing addressed to: Ribbon Communications Inc. Attn: Investor Relations 6500 Chase Oaks Blvd., Suite 100 Plano, Texas 75023 | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| | | Broadridge Householding Department 51 Mercedes Way Edgewood, New York 11717 | | | | | or by calling Broadridge Householding Department at: 1-866-540-7095 | |
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| | | Investor Relations Department Ribbon Communications Inc. Attn: Investor Relations 6500 Chase Oaks Blvd., Suite 100 Plano, Texas 75023 | |
| | | | | | By Order of the Board of Directors, Patrick W. Macken Executive Vice President, Chief Legal Officer and Corporate Secretary | | |
| Plano, Texas June 20, 2023 | | | | | | | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
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| Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
| | | | Year Ending December 31, 2023 Range | | |||||||||
| Adjusted EBITDA ($ in millions) | | | | | | | | | | | | | |
| GAAP loss from Operations | | | | | (17.3) | | | | | | (2.3) | | |
| Depreciation | | | | | 15.4 | | | | | | 15.4 | | |
| Stock-based compensation | | | | | 22.0 | | | | | | 22.0 | | |
| Amortization of acquired intangible assets | | | | | 56.9 | | | | | | 56.9 | | |
| Acquisition-, disposal- and integration-related | | | | | 0.6 | | | | | | 0.6 | | |
| Restructuring and related | | | | | 17.4 | | | | | | 17.4 | | |
| Non-GAAP outlook | | | | | 95.0 | | | | | | 110.0 | | |