DEF 14A of Ribbon Communications Inc.
Filed Apr 17, 2026 · FY20250001104659-26-044643
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
| 59 | 2025 Stock Vested | | 60 | Severance and Change of Control Benefits | | 63 | Potential Payments Upon Termination or Upon Change in Control | | 64 | CEO Pay Ratio | | 65 | Pay Versus Performance Disclosures | | 69 | STOCK INFORMATION | | 69 | Beneficial Ownership of Our Common Stock | | 72 | ADDITIONAL INFORMATION | | 72 | Information about the Annual Meeting | | 77 | Stockholder Proposals for Inclusion in 2027 Proxy Statement | | 77 | Stockholder Nominations and Proposals for Presentation at 2027 Annual Meeting | | 78 | Stockholders Sharing the Same Address | | 78 | Form 10-K | | 78 | Other Matters | | A-1 | APPENDICES | | A-1 | APPENDIX A — Reconciliation of Non- GAAP Financial Measures |
Director Nominees
Director Nominees The biographies below describe the skills, qualities, attributes and experience of the director nominees that led the Board and its Nominating, Sustainability and Corporate Governance Committee to determine that it is appropriate to nominate these individuals as directors.
Director Nominees
| AGE 74 COMMITTEES ■ Audit (Chair and Audit Committee Financial Expert) ■ Nominating, Sustainability and Corporate Governance |
Director Nominees
| R. STEWART EWING, JR. | Independent Director Director since March 2020 |
Director Nominees
| BACKGROUND InterMountain Management, a privately- owned hotel management company ■ Chief Financial Officer (April 2020 to present) CenturyLink, Inc. (“CenturyLink,” now Lumen Technologies), a global technology company offering communications, network services, security, cloud solutions and voice and managed services ■ Executive Vice President and Chief Financial Officer (1989 to November 2017) ■ Vice President and Controller (1984 to 1989) ■ Vice President of Finance (1983 to 1984) KPMG ■ Accountant (1973 to 1982) | BOARD SERVICE ■ Louisiana Endowment for the Humanities (2019 to present) EDUCATION ■ B.S., Northwestern State University SKILLS AND EXPERTISE We believe Mr. Ewing brings to the Board executive leadership experience gained at CenturyLink, along with extensive financial expertise. We believe Mr. Ewing is qualified to serve on the Board because of his experience as chief financial officer at CenturyLink and his experience leading the integration of acquired companies into CenturyLink’s corporate structure and philosophy. |
Director Nominees
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Nominees
| AGE 78 COMMITTEES ■ Compensation ■ Nominating, Sustainability and Corporate Governance (Chair) |
Director Nominees
| BRUNS H. GRAYSON | Lead Independent Director Director since March 2020 |
Director Nominees
| 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 ■ Served as a director for many private and public companies over the last 30 years | EDUCATION ■ Elected a Rhodes Scholar from California (1974) ■ J.D., University of Virginia School of Law ■ Master’s degree, Oxford University ■ B.A., Harvard College SKILLS AND EXPERTISE We believe 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. |
Director Nominees
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Nominees
| AGE 72 COMMITTEES ■ Audit (Audit Committee Financial Expert) ■ Compensation (Chair) ■ Technology and Innovation |
Director Nominees
| BEATRIZ V. INFANTE | Independent Director Director since October 2017 |
Director Nominees
| BACKGROUND BusinessExcelleration, 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 (2010 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, a market leader in communications solutions ■ Chief Executive Officer (April 2000 to October 2003) ■ 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, and Audit Committee member | BOARD SERVICE (cont’d) ■ Liquidity Services Inc., Lead Independent Director, 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 ■ B.S. and Engineering degree, Princeton University SKILLS AND EXPERTISE We believe Ms. Infante is qualified to serve on the Board due to her executive leadership experience, including as a chief executive officer of various companies, along with extensive operational expertise and experience in engineering, sales, and marketing. |
Director Nominees
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Nominees
| AGE 65 COMMITTEES ■ Audit ■ Technology & Innovation (Chair) |
Director Nominees
| SCOTT MAIR | Independent Director Director since September 2022 |
Director Nominees
| 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) ■ Gigapower, LLC, a joint venture between BlackRock and AT&T to build fiber-based broadband outside of AT&T’s traditional geographic footprint. (2022 to present) | ■ Fortress Solutions, a private telecom services company serving both large telecom operators and enterprise businesses for logistics as well as repair and maintenance capabilities (2022 to present) ■ Airspan Network Holdings LLC, a private provider of hardware and software for 5G networks and Open RAN solutions (2024 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. |
Director Nominees
| AGE 59 COMMITTEES ■ None |
Director Nominees
| BRUCE W. MCCLELLAND | Non-Independent Director Director since March 2020 |
Director Nominees
| BACKGROUND Ribbon Communications Inc. ■ President and Chief Executive Officer, responsible for the strategic direction and management of Ribbon (March 2020 to present) CommScope Inc., 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 communications- related patents Nortel Networks Corporation 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 ■ B.E., the University of Saskatchewan SKILLS AND EXPERTISE We believe Mr. McClelland is qualified to serve on the Board due to his executive leadership experience, including as a chief executive officer of ARRIS, along with extensive operational expertise and experience in engineering. |
Director Nominees
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Nominees
| AGE 71 COMMITTEES ■ None |
Director Nominees
| SHAUL SHANI | Non-Independent Director Director and Chairman of the Board since June 2020 |
Director Nominees
| BACKGROUND Entrepreneur Swarth Group and Shani Capital Group, private investment groups investing in public and private companies primarily in the communication services, technology, IT, and cyber sectors and 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 (where Swarth Group was the controlling shareholder) (2007 to 2012), holding the position of Chairman (2009 to 2012) ■ 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 We believe Mr. Shani is qualified to serve on the Board due to his extensive background in finance and private equity, his extensive knowledge of the telecommunication business and his experience serving as a director of companies in the telecommunications industry. |
Director Nominees
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Nominees
| AGE 72 COMMITTEES ■ None |
Director Nominees
| Louis Silver | Independent Director Director since April 2026 |
Director Nominees
| BACKGROUND Alba Capital S.A., a private holding and investment company ■ Managing Director (2016 to present) ■ Corporate Advisor (2018 to present) Wicklow Corp., a private holding and investment company ■ Managing Director (2016 to present) ■ Corporate Advisor (2018 to present) RP Capital UK Ltd., a multi-class alternative investment fund focused on liquid and illiquid investments in Eastern Europe, the Middle East and Africa ■ Principal (2005 to 2015) BOARD SERVICE ■ Ceva, Inc. (2002 to present), a leading licensor of silicon and software intellectual property. ■ DSP Group (1999 to 2012), a global provider of wireless chipset solutions for converged communications. ■ Holds and has held board positions at many private and public companies focused on investments and the technology industry over the last 25+ years | Education ■ Master of Laws, Corporate Law, New York University ■ Bachelor of Laws, Tel Aviv University ■ B.A., Harvard College SKILLS AND EXPERTISE ■ We believe Mr. Silver is qualified to serve on the Board due to his extensive background in strategic and investment advisory services, his legal and regulatory compliance experience, as well as his experience serving as a director of numerous private and public companies, including many in the technology space. |
Director Nominees
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Nominees
| AGE 73 COMMITTEES ■ None |
Director Nominees
| RICHARD W. SMITH | Non-Independent Director Director since October 2017 |
Director Nominees
| 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 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 (2002 to 2015) 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 ■ International Money Management Group (1974 to 1979) | BOARD SERVICE ■ GENBAND (2014 to 2017) ■ has over 46 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 ■ B.A., Harvard College SKILLS AND EXPERTISE We believe Mr. Smith is qualified to serve on the Board due to his extensive background in finance and private equity and his experience serving as a director of companies in the telecommunications industry. |
Director Nominees
| AGE 64 COMMITTEES ■ Compensation ■ Nominating, Sustainability and Corporate Governance |
Director Nominees
| TANYA TAMONE | Independent Director Director since June 2020 |
Director Nominees
| 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 We believe Ms. Tamone is qualified to serve on the Board due to her experience as a Chief Executive Officer and her financial expertise. |
Director Nominees
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Compensation
Director Compensation The Compensation Committee reviews the Non-Employee Director Compensation Policy (the “Director Compensation Policy”) periodically and, in consultation with its independent compensation consultant regarding compensation on levels for peer companies and the broader market, recommends changes to the Board when it deems appropriate. The Director Compensation Policy permits a director to elect to receive all or 50% of the cash fees payable to her or him in shares of the Company’s common stock and further permits a director to defer receipt of all or 50% of any shares payable to her or him upon vesting of equity awards until the 15th day of the month following the date on which the electing director ceases to serve on the Board (or earlier in connection with a change in control as defined under the Director Compensation Policy). Pursuant to the Director Compensation Policy, Messrs. Grayson and Shani elected to receive 100% of their 2025 cash fees in shares of the Company’s common stock. In 2025 the Board appointed Scott Mair as Vice Chairman. In this role Mr. Mair assists the Chairman and the CEO in various areas, including strategic planning and development focused on growing the Company and improving financial performance and, as requested by the CEO, advising on internal initiatives that are key to the success of the Company. In recognition of the additional time and responsibilities of the Vice Chairman role, the Board approved an additional annual retainer for Mr. Mair of $50,000 (which was pro-rated for 2025) and provided a one-time equity grant of $100,000 in restricted stock units (“RSUs”) in May of 2025. At the request of the Compensation Committee, in 2025 FW Cook, the Compensation Committee’s independent compensation consultant, provided a report to the Compensation Committee on Ribbon’s director compensation compared to its peers. Based on the report, the Compensation Committee concluded that, while the director compensation program is structured consistent with market practice and good governance norms, total per-director compensation was positioned below the 25th percentile of the Company’s peers, which was primarily driven by the equity component of the program being valued below the 25th percentile of the Company’s peers. As a result, in 2025 the Compensation Committee approved an amendment to the Director Compensation Policy to increase the annual equity retainer paid to the non-employee directors from $145,000 to $170,000, which would position the total per-director compensation, including both cash and equity, between the 25th percentile and median.
Director Compensation
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Compensation
The following table describes the components of the non-employee directors’ compensation for 2025:
Director Compensation
| Compensation Element | Compensation Payment | | Annual Retainer | $60,000(1) | | Annual Equity Retainer | $170,000(1) in RSUs 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) | | Non-Executive Chairman Fee(2) | $50,000 | | Lead Independent Director Fee(2) | $50,000 | | Vice Chairman Fee | $50,000 | | Committee Member Fees(2) | | | Audit Committee | $15,000 | | Compensation Committee | $10,000 | | Nominating, Sustainability and Corporate Governance Committee | $5,000 | | Technology and Innovation Committee | $5,000 | | Committee Chair Fees(2) | | | Audit Committee | $25,000 | | Compensation Committee | $17,000 | | Nominating, Sustainability 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 RSUs, 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 shares of the Company’s common stock in an amount equal to five times the annual cash retainer amount. |
Director Compensation
(1) Mr. Smith is not entitled to annual director equity grants. In lieu of such grants, Mr. Smith is entitled to an annual cash retainer of $160,000. As described below, Mr. Smith waived receipt of this cash retainer effective April 1, 2020. Any compensation paid to Mr. Smith will be paid directly to Heritage PE (OEP) III L.P. (“Heritage III”). (2) Compensation for service as the Chairman of the Board, Vice Chairman, Lead Independent Director or a Committee Chair is in addition to the compensation paid for Board and committee member service. Since joining the Board of Directors in June of 2020, Mr. Shani waived the cash fees he earned in connection with his service as Chairman of the Board in order to help the Company further enhance its cash position annually. Notwithstanding his waiver of receipt of the cash fees, Mr. Shani has continued to be actively involved in assisting the Board and the CEO in connection with numerous strategic activities the Company has undertaken over the past several years. These critical activities required Mr. Shani to devote significant time to the Company outside of the time associated with the Board’s regular meetings. In recognition of these activities, in September 2025, the Compensation Committee approved a special, one-time equity grant in the amount of $685,000 to Mr. Shani. The amount of the special grant is equal to the amount of the cash fees Mr. Shani earned and was previously entitled to but voluntarily waived. This equity grant was structured as a RSU award with cliff vesting after one-year, subject to Mr. Shani’s continued service on the Board of Directors. Pursuant to the terms of the Company’s 2025 Incentive Award Plan, Mr. Shani did not participate in the approval of the grant for this extraordinary award.
Director Compensation
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Compensation
Total Director Compensation for 2025 The following table contains information on compensation earned by each non-employee director during 2025. Mr. McClelland, our President and Chief Executive Officer, is not included in the tables below because he did not receive any additional compensation for his service as a director in 2025. Mr. Silver did not join the Board of Directors until April 2026 and therefore is not included in the tables below. We typically use the closing price of the Company’s common stock on the last trading day prior to an award issuance to directors to calculate the number of shares subject to an annual equity awards issued to a non-employee director as part of the annual retainer. However, in 2025, given declines in the Company’s stock price from the beginning of the year until the date the Compensation Committee approved the grant of the annual awards, the Compensation Committee determined that the price used to determine the number of shares underlying such annual awards should be determined using the greater of the closing price on the trading date immediately prior to the issuance date and $4.00 per share. The closing price on the date prior to issuance was $3.74 per share and, as a result, the $4.00 per share price was used to determine the number of shares subject to the annual RSU awards. Therefore, the grant date fair value for the annual awards was less than the $170,000 provided for in the Director Compensation Policy.
Director Compensation
| Director | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total(2) ($) | | R. Stewart Ewing, Jr. | 105,000 | 164,050 | 263,950 | | Bruns H. Grayson | 135,000(3) | 164,050 | 263,950 | | Beatriz V. Infante | 107,000 | 164,050 | 263,950 | | Scott Mair | 115,000 | 260,550 | 367,450 | | Shaul Shani | 110,000(3) | 890,073 | 994,973 | | Richard W. Smith(4) | 0 | 0 | 0 | | Tanya Tamone | 75,000 | 164,050 | 239,050 |
Director Compensation
(1) The amounts in this column do not reflect compensation actually received by the applicable director. Instead, the amounts reflect the grant date fair value of restricted stock unit awards, as calculated in accordance with Accounting Standards Codification 718, Compensation — Stock-Based Compensation (“ASC 718”). The amounts reported for each member of the Board represents the grant date fair value of his or her grants during 2025. The grants made to each director during 2025 were as follows:
Director Compensation
| Director | Restricted Stock Units (“RSUs”) (#) | Grant Date Fair Value ($) | | R. Stewart Ewing, Jr. | 42,500(a) | 164,050 | | Bruns H. Grayson | 42,500(a) | 164,050 | | Beatriz V. Infante | 42,500(a) | 164,050 | | Scott Mair | 67,500(a)(b) | 260,550 | | Shaul Shani | 227,110(a)(c) | 890,073 | | Tanya Tamone | 42,500(a) | 164,050 |
Director Compensation
(a) Annual director award of 42,500 RSUs granted on June 16, 2025 and will vest on June 16, 2026. (b) Includes special one-time grant of 25,000 RSUs to Mr. Mair in connection with his appointment as Vice Chairman. These RSUs were granted on June 16, 2025 and will vest on June 16, 2026. Includes special one-time grant of 185,210 RSUs to Mr. Shani as described above in connection with services provided to the Company while electing to not take his cash fees earned as director compensation. These RSUs were granted on October 15, 2025 and will vest on October 15, 2026.
Director Compensation
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Director Compensation
As of December 31, 2025, our non-employee directors held an aggregate of 464,410 unvested RSUs as follows:
Director Compensation
| Director | Number of Unvested RSUs Held as of December 31, 2025 (#) | | R. Stewart Ewing, Jr. | 42,500 | | Bruns H. Grayson | 42,500 | | Beatriz V. Infante | 42,500 | | Scott Mair | 67,500 | | Shaul Shani | 227,110 | | Richard W. Smith | — | | Tanya Tamone | 42,500 |
Director Compensation
(2) Non-employee directors are also eligible to be reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at our Board or committee meetings. (3) Pursuant to the Director Compensation Policy, Messrs. Grayson and Shani elected to receive 100% of the cash fees otherwise payable to them in unrestricted shares of our common stock. Mr. Smith is not entitled to any equity compensation in connection with his service as a director. Mr. Smith waived receipt of any cash compensation for his service as a director in 2025.
Director Compensation
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Compensation Discussion and Analysis
| 46 | Equity-Based Incentives | | 47 | Performance Goals | | 49 | BENEFITS AND OTHER COMPENSATION | | 50 | SEVERANCE AND SEPARATION ARRANGEMENTS | | 50 | COMPENSATION POLICIES AND PRACTICES | | 50 | Stock Ownership Requirements | | 51 | Clawback Policy | | 51 | Insider Trading Policy and Policy Regarding Transactions Involving Hedging, Monetization, Margin Accounts and Pledges | | 51 | Timing of Stock Options and Other Equity Awards | | 51 | TAX AND ACCOUNTING CONSIDERATIONS | | 51 | Accounting for Stock-Based Compensation | | 51 | Policy on Deductibility of Executive Compensation | | 52 | RISK MANAGEMENT AND OUR EXECUTIVE COMPENSATION PROGRAM |
Our Guiding Compensation Philosophy
| Compensation Practices that We Do Not Follow | | NO GUARANTEED BONUSES for our executive officers generally 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 with severance including any change of control NO BROAD SHARE RECYCLING under our stock incentive plans |
Who Oversees the Company’s Executive Compensation Program?
Who Oversees the Company’s Executive Compensation Program? THE COMPENSATION COMMITTEE The Compensation Committee is primarily responsible for overseeing the Company’s executive compensation program. Our Board sets the overall corporate performance objectives for each year, while the Compensation Committee determines and approves the compensation level for the CEO; reviews the recommendations of the CEO and approves compensation levels of other executive officers; evaluates the performance of these executives; and evaluates and approves all grants of equity-based compensation to the CEO and the other executive officers. All decisions regarding the CEO’s compensation are made by the Compensation Committee in executive session without the CEO present. After the end of the fiscal year, the Compensation Committee reviews the actual corporate performance to determine the appropriate cash incentive amount, if any, to be paid to each eligible executive officer. ROLE OF THE COMPENSATION CONSULTANT The duties of the compensation consultant we engage are generally to evaluate board and executive compensation, perform an analysis on realized pay alignment with financial and stock performance, keep the committee apprised of general compensation trends, provide competitive market practice data and benchmarking (including peer group determination), participate in the design and implementation of certain elements of the executive compensation program, assist in share usage analysis and determinations with respect to our equity incentive plans (including with respect to our share reserve), assist the Compensation Committee in developing compensation recommendations for our CEO, assist our CEO in developing compensation recommendations to present to the Compensation Committee for the other executive officers and assist in reviewing compensation related matters in our proxy statement and other relevant public filings. The Compensation Committee may accept, reject or modify any recommendations by compensation consultants or other outside advisors.
Competitive Benchmarking
Competitive Benchmarking As part of the ongoing assessment of our executive compensation program, the Compensation Committee, with the assistance of its compensation consultant, reviews market compensation data, including the compensation practices of similarly situated peer companies. Accordingly, the Compensation Committee annually reviews and updates, as needed, the peer group to ensure its continued appropriateness in serving as a market frame of reference.
Competitive Benchmarking
| 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. |
Competitive Benchmarking
In evaluating and selecting companies for inclusion in the peer group, the Compensation Committee targets businesses generally in the telecommunications and/or networking industries with an additional focus on executive talent and business-line competitors, global scope and complexity, research and development expenses, and market capitalization and revenue multiples. In September 2025, the Committee determined, in consultation with FW Cook, that no changes to the peer group were needed given that the Company’s business and competition were similar to the prior year. The current peer group is outlined below. CURRENT RIBBON EXECUTIVE COMPENSATION PEER GROUP COMPANIES
Competitive Benchmarking
| A10 Networks Inc. (ATEN) ADTRAN Holdings, Inc. (ADTN) AudioCodes Ltd. (AUDC) Aviat Networks, Inc. (AVNW) CalAmp Corp. (CAMPQ) | Calix, Inc. (CALX) Cambium Networks Corporation (CMBM) CSG Systems International, Inc. (CSGS) Extreme Networks, Inc. (EXTR) Harmonic Inc. (HLIT) | NETGEAR, Inc. (NTGR) NetScout Systems, Inc. (NTCT) Viavi Solutions Inc. (VIAV) |
Competitive Benchmarking
FW Cook compiled and provided the Compensation Committee with compensation information from the peer group based on the publicly-filed documents of each member of the peer group. While the Compensation Committee considers the compensation of our peer group companies’ senior executives, it does not benchmark a particular percentile for the total compensation of our NEOs or for any component thereof.
Competitive Benchmarking
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Competitive Benchmarking
Compensation Components The Compensation Committee annually reviews fixed and variable compensation received by our NEOs, including: ■ base salary, ■ annual bonus incentives, ■ equity awards, and ■ other benefits (e.g. health and retirement). Our executive compensation program has four major components that support the Company’s compensation objectives, each of which is discussed in detail below. Such major components reflect the compensation provided to our NEOs in 2025.
Compensation Mix
Compensation Mix A significant portion of our executive officers’ total direct compensation (which includes base salary, cash bonus and equity-based incentives) opportunity is attributable to variable compensation — that is, the amount our executives earn is dependent upon Company performance. The 2025 equity-based component of our NEOs’ total compensation consisted primarily of (i) restricted stock units, the vesting of which is subject to established performance metrics (“PSUs”), and (ii) restricted stock units that are subject to time-based vesting (“RSUs”), and in both cases the value of which is tied to the Company’s common stock. These variable elements were intended to align the executives’ performance and interests with Company performance and long-term stockholder value. The table below generally summarizes the elements of our NEO compensation program in 2025:
Compensation Mix
| | 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 BONUS INCENTIVES | ■ Cash | ■ Provide a direct incentive to achieve strong annual operating results | ■ High | | | LONG-TERM EQUITY INCENTIVES | ■ PSUs ■ RSUs | ■ 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 long-term disability and life insurance | ■ Benefit plans are part of a broad-based employee benefits program ■ 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 |
Base Salary
Base Salary Base salaries are designed to reflect the scope of responsibilities, performance and competencies of the individual executives, and the relation of that position to other positions in the Company and the external benchmark data for similar positions at peer companies. Each NEO’s salary and performance are reviewed annually as well as at the time of a promotion or other change in responsibilities.
Annual Bonuses
Annual Bonuses Annual incentives provide NEOs with the opportunity to earn additional compensation beyond base salary. The eligibility for an annual bonus creates an incentive to achieve desired near-term
Annual Bonuses
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Annual Bonuses
corporate goals that are in furtherance of the Company’s long-term objectives. The compensation program establishes target bonuses for each NEO that are expected to represent a substantial part of total compensation for our NEOs, if earned. The 2025 target bonus for each NEO is set forth below and was unchanged from 2024.
Annual Bonuses
| Named Executive Officer | 2025 Target Bonus (as % of Base Salary) | | Bruce McClelland | 100% | | John Townsend | 75% | | Sam Bucci | 75% | | Patrick Macken | 75% | | Steve McCaffery | 75% | | Dan Redington | 75% |
Annual Bonuses
Our NEOs are eligible to participate in the Company’s Senior Management Cash Incentive Plan (the “SMCIP”). In 2025, in order to more closely align with the Company’s historical revenue pattern, where sales are typically lowest in the first quarter and highest in the fourth quarter, the SMCIP was structured with payouts based on the achievement of financial targets established by the Compensation Committee for the first six months of the year (30% weighting) and the last six months of the year (70% weighting), with participants required to remain employed with the Company through year end in order to receive any payout. The Compensation Committee determined that two financial metrics would be used for both portions of the SMCIP — consolidated revenues (50% weighting) and pre-bonus Adjusted EBITDA (50% weighting). In addition, the Compensation Committee retains the discretion to increase or decrease a payout to any NEO based on extraordinary performance factors, if any.
Annual Bonuses
| | Target First Half 2025 SMCIP Bonus Metrics for NEOs (30% Weighting for Full Year) (in millions) | | | Actual First Half 2025 Results ($ in millions) | First Half Payout Result | First Half 2025 Weighting | | Performance Metric | Minimum 0% ($) | Target 100% ($) | Maximum 200% ($) | | | | | Revenue | 370 | 405 | 430 | 402 | 91% | 50% | | Adjusted EBITDA (pre-bonus)(1) | 25 | 45 | 55 | 40 | 69% | 50% |
Annual Bonuses
| | Target Second Half 2025 SMCIP Bonus Metrics for NEOs (70% weighting for Full Year) (in millions) | | | Actual Second Half 2025 Results ($ in millions) | Second Half Payout Result | Second Half 2025 Weighting | | Performance Metric | Minimum 0% ($) | Target 100% ($) | Maximum 200% ($) | | | | | Revenue | 440 | 495 | 520 | 443 | 5% | 50% | | Adjusted EBITDA (pre-bonus)(1) | 55 | 102 | 125 | 71 | 21% | 50% | | Total Payout Result Based on First Half (30%) and Second Half (70%) Weighting | 31.6% | | | | | |
Annual Bonuses
(1) Adjusted EBITDA (pre-bonus) is calculated by excluding from (Loss) income from operations: depreciation; amortization of acquired intangible assets; stock-based compensation; acquisition-related inventory adjustments; certain litigation costs; impairment of goodwill; acquisition-, disposal- and integration related expense; and restructuring and related expense. As noted in the table above, for the first six months of 2025, revenue and Adjusted EBITDA (pre-bonus) were approximately $402 million and $40 million, respectively, which would result in a first-half payout of approximately 75% under the SMCIP. For the last six months of 2025, revenue and
Annual Bonuses
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Annual Bonuses
Adjusted EBITDA (pre-bonus) were approximately $443 million and $71 million, respectively, which would result in a second-half payout of approximately 13% under the SMCIP, and a total full year payout (given the respective weighting of the first half (30%) and second half (70%)) of approximately 32%. However, in reviewing the Company’s 2025 results, in particular the Company’s sales in the fourth quarter compared to internal expectations, the Compensation Committee, in consultation with the Board, elected to use its discretion under the SMCIP to decrease the payouts to participants to levels equivalent to the Company achieving 30% of target for the full year. The Compensation Committee did not further adjust the individual payout under the SMCIP to any NEO based on his individual performance in 2025. As a result, the bonuses paid to the NEOs in 2025 under the SMCIP were as follows:
Annual Bonuses
| Named Executive Officer | Target Annual Bonus Under SMCIP | Cash Bonus Paid Under SMCIP | | Bruce McClelland | $750,000 | $225,188 | | John Townsend | $375,000 | $112,594 | | Sam Bucci | $344,138 | $112,779 | | Patrick Macken | $358,875 | $107,752 | | Steve McCaffery | $292,500 | $77,422(1) | | Dan Redington | $322,500 | $80,740(2) |
Annual Bonuses
(1) Reflects pro-rated cash bonus for period October 20, 2025 through December 31, 2025 based on 100% of target pursuant to terms of Mr. McCaffery’s employment agreement. (2) Prorated cash bonus payable through September 30, 2025, the effective date for Mr. Redington’s termination from Ribbon.
Annual Equity-Based Incentives
Annual Equity-Based Incentives Equity-based incentives are provided to executives whose decisions and actions have a direct impact upon our long-term performance and success. PSUs and RSUs were granted to our executive officers in 2025 to link a significant portion of their compensation directly to our long-term success, which aligns with the Compensation Committee’s philosophy. In determining the size of the PSU and RSU awards granted to each executive officer in 2025, the Compensation Committee considered a multitude of factors including: ■ the executive officer’s role, ■ past performance, ■ anticipated contribution to our long-term goals, ■ areas of focus for the year, ■ market data, ■ equity granted in prior years, and ■ existing levels of stock ownership. As previously noted in last year’s proxy statement, because of the limited number of shares available under our incentive award plan at that time, the annual equity awards granted to the NEOs in 2024 were smaller than normal. As a result, following the adoption at the 2025 annual meeting of stockholders of our 2025 Incentive Award Plan (the “2025 Plan”), we made additional grants to the NEOs (the “True-up Awards”) to approximately reflect the additional awards that would have been made in 2024 had sufficient shares been available under the existing plan at that time. In addition, as discussed further below under “— McClelland Strategic Achievement Award,” we also made an additional equity grant to Mr. McCelland in 2025. Mr. McCaffery, who joined Ribbon in October 2025, received equity awards, as discussed below under “— McCaffery Sign-On Awards,” in connection with his appointment as Executive Vice President, Global Sales of the Company. The aggregate equity grants made to our NEOs in 2025 are shown in the table below.
Annual Equity-Based Incentives
| | Performance-Based Stock Units (# at Target Vesting) | | RSUs (#) | | | | Named Executive Officer | Annual | True-Up | Annual | True-Up | Special | | Bruce McClelland | 220,588 | 272,943 | 375,000 | 474,684 | 3,125,000 | | John Townsend | — | — | — | — | — | | Sam Bucci | 250,000 | 60,654 | 250,000 | 105,485 | — | | Patrick Macken | 162,500 | 51,556 | 162,500 | 89,662 | — | | Steve McCaffery | 108,006(1) | — | 540,033(1) | — | — | | Dan Redington | 112,500 | 48,523 | 112,500 | 84,388 | — |
Annual Equity-Based Incentives
(1) Comprised entirely of the McCaffery Sign-On Awards (as defined below). 2025 ANNUAL EQUITY AWARDS Generally 50% of the annual equity-based incentives granted to our executives officers are in the form of RSUs and 50% are in the form of PSUs, as described in more detail below. In light of the inducement grants made to Mr. Townsend in November 2024 in connection with his appointment as our Chief Financial Officer, and to Mr. McCaffery in October 2025, as described below under “— McCaffery Sign-On Awards,” no additional annual equity awards were made to Messrs. McCaffery and Townsend in 2025. 2025 ANNUAL PSUS. The annual PSU awards, including those made in 2025, typically vest after three years and have both performance and service conditions. The portion of the annual PSUs with vesting subject to financial metrics can vest between 0% and 150% of the target amount of the award. For the portion of the annual PSUs with vesting subject to relative total stockholder return, that portion can vest between 0% and 200% of target as discussed below. The performance conditions for the 2025 Annual PSUs were again based on key financial performance metrics (60% of the total target award amount) and relative total stockholder return over a three-year period (40% of the total target award amount). Performance Goals for Annual PSUs. Due to the challenge of setting multi-year goals in our industry, the Compensation Committee establishes annual corporate performance goals at the start of each performance period covered by the annual awards (60% total weighting of the target award value for the 2025 Annual PSUs). While shares are earned at the end of each one-year performance period, they do not vest and become payable until the end of the full three-year period under the terms of the 2025 Annual PSU awards. For the performance period beginning January 1, 2025 through December 31, 2025, the corporate performance goal established by the Compensation Committee for the 2025 Annual PSUs was consolidated revenue (50% weighting) and Adjusted EBITDA (pre-bonus) (50% weighting). The revenue and Adjusted EBITDA (pre-bonus) goals and potential payouts are set forth in the table below. These performance goals also applied to the 2024 performance period under PSUs granted to the NEOs in 2023 and 2024 (the “Previously Outstanding Annual PSUs”).
Annual Equity-Based Incentives
| | PSU 2025 Performance Metrics (in millions) | | | | | Performance Metric | Minimum 0% ($) | Target 100% ($) | Maximum 150% ($) | Weighting | | Revenue | 810.0 | 900.0 | 925.0 | 50% | | Adjusted EBITDA (pre-bonus) | 80.0 | 147.0 | 163.0 | 50% |
Annual Equity-Based Incentives
For 2025, the Company’s full year revenue was $845 million and Adjusted EBITDA (pre-bonus) was $112 million. The financial achievements resulted in 36% of the target shares being earned for the 2025 performance period. RELATIVE TSR. Relative total stockholder return (“Relative TSR”), which comprises 40% of the total target annual PSU award, is the return on the Company’s stock taking into account the change in the stock price over the three- year measurement period and assuming any dividends are reinvested. Ribbon’s stock performance over the three-year period is compared on a relative basis to a peer index and measured “point-to-point,” with the starting and ending points based on the average 20-trading day closing stock prices at the end of our fiscal years to smooth out any single day volatility. The Nasdaq Telecommunications Index is the peer index used to measure Relative TSR, which is the same peer index used for the “— Pay Versus Performance Disclosures.” The table below provides the payout range for the Relative TSR portion of the 2025 Annual PSUs. This portion of the PSU awards cliff vest at the end of the three-year performance period with linear interpolation between each performance hurdle (e.g., 40th percentile Relative TSR performance yields 80% of target payout on this metric).
Annual Equity-Based Incentives
| Payout for Relative TSR Achievement Metric | Relative TSR Achievement | | 200% | 75th percentile | | 100% | 50th percentile | | 50% | 25th percentile |
Annual Equity-Based Incentives
2025 ANNUAL RSUS The annual RSUs granted to the NEOs in 2025 vest over a three-year period with one-third of the award vesting on the first anniversary of the grant date and one-sixth of the RSUs vesting every six months thereafter, subject to the NEO’s continued employment with the Company. 2025 TRUE-UP AWARDS As previously discussed, because of the limited number of shares available under our prior incentive award plan at the time grants were made to our NEOs in 2024, the size of the awards made at that time was smaller and the vesting periods were shortened. For example, the annual RSUs granted in 2024 vested in full on the first anniversary of the grant date, compared to the usual three years for full vesting of our typical annual RSU awards. Similarly, for the PSU awards made in 2024, they provided for shares to be earned based on two annual financial periods rather than the usual three. Following the adoption of the 2025 Plan, the Compensation Committee believed that it was in the Company’s best interests to grant True-Up Awards to the NEOs, other than Mr. Townsend (who did not receive any annual awards in 2024) and McCaffery (who was not with Ribbon in 2024). The purpose and structure of the True-Up awards were designed, both in size and vesting structure to place the NEO’s receiving them in approximately the same position as they would have been if the annual awards made in 2024 had the Company’s typical size and vesting structure. The True-Up Awards consisted of both RSUs (the “True-Up RSUs”) and PSUs (the “True-Up PSUs”). For the True-Up RSUs, 50% of such awards vest on the first anniversary of the grant date, with the remaining 50% vesting in two equal semi-annual installments thereafter. As a result, the True-Up RSUs will be
Annual Equity-Based Incentives
fully vested approximately three years after the date the annual grants were made in 2024. The True-Up PSUs vest subject to the achievement of financial metrics for only the 2026 fiscal year. This aligns with the PSU awards made to the NEOs in 2024 which have vesting for financial performance based on the metrics determined for the 2024 and 2025 fiscal years. Given that annual PSUs awards granted in 2024 with vesting based on Relative TSR measured such performance over the three-year period ending December 31, 2026, no True-Up PSUs were granted with vesting subject to achievement of Relative TSR. MCCLELLAND STRATEGIC ACHIEVEMENT AWARD In early 2025, the Compensation Committee conducted its annual review of the compensation of our CEO and the other executive officers. As part of this review, FW Cook provided the Compensation Committee with, among other things, benchmark information comparing our executive officer’s target cash compensation and target long-term incentives to that of our compensation peer companies. It was noted that Mr. McClelland’s target long-term incentive compensation was significantly (37%) below the 25th percentile of the peer group at that time. This was, in part, the result of the inducement grant made to Mr. McClelland in 2020, in connection with his appointment as CEO, and the decision not to provide, or provide smaller, additional equity awards to Mr. McClelland while the inducement grant was outstanding. The inducement award expired in late 2024 with less than 30% of the shares subject to that award vesting before expiration. The Compensation Committee reviewed Mr. McClelland’s achievements during the five years he had served as CEO at that time, including, among other achievements, the integration of the ECI Telecom business acquired in 2020, the divestiture of non-key business assets, the significant enhancements to the IP Optical Networks product portfolio, the strengthening of the Company’s balance sheet and the strategic network transformation project with one of our largest customers. Based on these achievements and in consideration of the benchmark information reviewed by the Committee, the Compensation Committee determined that it would be in the Company’s best interests to provide Mr. McClelland an additional equity award in 2025 (the “Strategic Achievement Award”). The Strategic Achievement Award was made in the form of 3,125,000 RSUs, with 50% of the Strategic Achievement Award vesting on the first anniversary of the grant date and the remaining 50% vesting in two equal installments every six months thereafter. MCCAFFERY SIGN-ON AWARDS In connection with his appointment as our Executive Vice President, Global Sales in October 2025, Mr. McCaffery was awarded Performance Share Units (the “Sign-On PSUs”) that are subject to vesting similar to the 2025 Annual PSUs, provided that the time period used to determine the Relative TSR for the McCaffery Sign-on PSUs runs from October 31, 2025 through December 31, 2028. Mr. McCaffery also received two RSU awards in connection with his appointment (together with the Sign-on PSUs, the “McCaffery Sign-on Awards”). Under the terms of the first RSU award, approximately 14% of the shares subject to the award are eligible to vest on October 31, 2026, with the remaining approximately 86% vesting in six equal semi-annual instalments through October 31, 2029. Under the terms of the second RSU award provide to Mr. McCaffery in connection with his appointment, approximately 22% of the shares subject to the award are eligible to vest on October 31, 2026, with the remaining approximately 78% vesting in four equal semi-annual instalments through October 31, 2029. Benefits and Other Compensation We have various broad-based employee benefit plans. We do not typically offer perquisites or employee benefits to executive officers that are not also made available to employees on a broad basis. Our executive officers generally are eligible for the same benefits that are available to all employees, which include group health, dental and vision insurance, life and disability insurance, discretionary 401(k) matching contributions and paid holidays. We offer a 401(k) plan, which allows our employees to invest in a wide array of funds. Except for certain post-termination benefits in connection with
Annual Equity-Based Incentives
severance, we do not provide pension arrangements or post-retirement health coverage for our NEOs. We have entered into indemnification agreements with our executive officers and directors. Severance and Separation Arrangements We are party to agreements with each of our NEOs, which generally provide that, upon a termination of the NEO’s employment by the Company without “cause” (as defined in the applicable NEO’s employment agreement), due to a resignation by the NEO for “good reason” (as defined in the applicable NEO’s employment agreement) or due to death or disability of the NEO, the NEO is entitled to certain severance payments and benefits. We believe the entry into such severance arrangements by Ribbon (or our predecessors) is generally consistent with market practice and allows our executives to remain focused on the Company’s objectives in times of potential uncertainty. For further discussion regarding the severance and separation agreements and arrangements, see “Severance and Change in Control Benefits” below. Compensation Policies and Practices
Timing of Stock Options and Other Equity Awards
Timing of Stock Options and Other Equity Awards Although we do not have a formal policy regarding the timing of awards of stock options, SARs and/or similar option-like instruments granted to our NEOs, we do not make these awards or any other form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option, SARs or other equity award grant dates for the purpose of affecting the value of any NEO award. In 2025, none of our NEOs were granted any options to purchase shares of our common stock, SARs or similar option-like instruments. Tax and Accounting Considerations
Executive Compensation Tables
| Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Bruce McClelland, President and Chief Executive Officer | 2025 | 750,000 | 82,440(4) | 16,370,820 | 225,188 | 29,227 | 17,457,675 | | | 2024 | 750,000 | — | 3,141,452 | 525,000 | 36,550 | 4,453,002 | | | 2023 | 750,000 | — | 1,915,427 | — | 32,697 | 2,698,394 | | John Townsend, Executive Vice President and Chief Financial Officer | 2025 | 500,000 | — | — | 112,594 | 29,130 | 641,724 | | | 2024 | 105,479(4) | — | 2,571,058 | 81,164 | 4,066 | 2,680,603 | | Sam Bucci, Executive Vice President and Chief Operating Officer | 2025 | 493,117 | — | 2,663,423 | 112,779 | 25,484 | 3,264,803(5) | | | 2024 | 458,850 | — | 698,099 | 240,896 | 18,270 | 1,416,115 | | | 2023 | 435,754 | — | 1,344,641 | 48,400 | 14,306 | 1,843,101 | | Patrick Macken, Executive Vice President, Chief Legal Officer and Corporate Secretary | 2025 | 478,500 | — | 1,832,009 | 107,752 | 39,295 | 2,457,556 | | | 2024 | 478,500 | 100,000 | 593,381 | 251,213 | 36,863 | 1,459,957 | | | 2023 | 435,000 | — | 1,030,750 | 49,000 | 36,580 | 1,551,330 | | Steve McCaffery, Executive Vice President, Global Sales | 2025 | 105,876 | — | 2,276,776 | 77,422 | 12,023 | 2,472,097(6) | | Dan Redington,, Former Executive Vice President, Global Sales | 2025 | 342,346(7) | | 1,395,538 | 80,740 | 163,624 | 1,982,248 | | | 2024 | 430,000 | | 558,478 | 225,750 | 36,831 | 1,251,059 | | | 2023 | 405,000 | — | 800,289 | 45,600 | 36,550 | 1,287,439 |
Equity Award Acceleration
| Name | Potential Payments | Termination Without Cause or for Good Reason(1) ($) | Termination Upon Death or Disability ($) | Change in Control ($) | Termination Without Cause or for Good Reason following a Change in Control ($) | | Bruce McClelland | Cash Severance | $1,725,000 | | | $3,225,000 | | | Stock Awards(2) | $9,937,542 | | $3,914,826 | $14,488,535 | | | Health Benefits | $22,866 | | | $45,732 | | | Total | $11,685,408 | | $3,914,826 | $17,759,267 | | John Townsend | Cash Severance | $362,500 | | | $987,500 | | | Stock Awards(2) | $210,314 | | $221,538 | $874,928 | | | Health Benefits | $21,000 | | | $21,000 | | | Total | $593,814 | | $221,538 | $1,883,428 | | Sam Bucci | Cash Severance | $604,068 | | | $1,010,890 | | | Stock Awards(2) | $1,369,395 | | $415,613 | $2,506,607 | | | Health Benefits | $6,747 | | | $6,747 | | | Total | $1,980,211 | | $415,613 | $3,524,244 | | Patrick Macken | Cash Severance | $586,163 | | | $945,038 | | | Stock Awards(2) | $993,423 | | $301,553 | $1,792,051 | | | Health Benefits | $31,165 | | | $31,165 | | | Total | $1,610,751 | | $301,553 | $2,768,254 | | Steve McCaffery | Cash Severance | $335,495 | | | $980,677 | | | Stock Awards(2) | $45,206 | | $518,432 | $1,866,352 | | | Health Benefits | $1,409 | | | $2,818 | | | Total | $382,110 | | $518,432 | $2,849,847 |
CEO Pay Ratio
CEO Pay Ratio We identified the median employee from our global employee population as of November 30, 2024, which included all full-time and part-time employees worldwide and excluded only temporary interns. This population was not updated for 2025, as we determined there had been no material change in our overall employee population. No employees were excluded due to data privacy considerations. To identify the median employee, we utilized regular earnings, which represents cash compensation excluding bonus, commissions and other incentive compensation. We did not utilize any cost of living or other material adjustments, and foreign currency compensation amounts were converted to U.S. dollars using the exchange rates applied for internal financial accounting purposes. Because the prior-year median employee is no longer employed by the Company, we identified a new median employee using the same employee population, compensation data, and methodology, selecting the employee immediately adjacent to the prior median employee in the ordered compensation list. The new median employee is in an administrative function and located in the U.S. For 2025, the annual total compensation for the median employee was $78,251 and the annual total compensation for our CEO was $17,457,675, which reflects the total compensation paid to Mr. McClelland, the Chief Executive Officer. Based on the calculation of the annual total compensation for both the CEO and the median employee (as described above), the ratio of CEO pay to the median employee pay is approximately 223:1 The pay ratio provided is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio may not be comparable to the pay ratio reported by other companies or our pay ratio in any future year.
CEO Pay Ratio
| Employee | 2025 Annual Total Compensation ($) | Pay Ratio Estimate | | Mr. McClelland, our Chief Executive Officer | $17,457,675 | 223:1 | | Our median employee (excluding our CEO and certain non-U.S. employees) | $78,251 | |
CEO Pay Ratio
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Pay Versus Performance Disclosures
Pay Versus Performance Disclosures As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”
Pay Versus Performance Disclosures
| Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(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) | | | | 2025 | $17,457,675 | $13,290,302 | $2,163,686 | $1,921,506 | $43.90 | $107.40 | $39,636 | $845 | | 2024 | $4,453,002 | $5,064,828 | $1,472,252 | $1,413,665 | $63.41 | $97.78 | $(54,235) | $834 | | 2023 | $2,698,394 | $1,944,504 | $1,666,851 | $1,040,387 | $44.21 | $87.97 | $(66,206) | $826 | | 2022 | $1,534,506 | $(6,504,331) | $1,759,789 | $352,253 | $42.53 | $78.34 | $(98,083) | $820 | | 2021 | $781,423 | $2,879,477 | $1,667,845 | $1,461,408 | $92.23 | $104.78 | $(177,185) | $845 |
Pay Versus Performance Disclosures
(1) The Principal Executive Officer(s) (“PEO”) and other named executive officers (“Other NEOs”) for each applicable year are: 2025 — PEO #1: Bruce McClelland. Other NEOs: John Townsend; Sam Bucci; Patrick Macken; Steve McCaffery and Dan Redington. 2024 — PEO #1: Bruce McClelland. Other NEOs: John Townsend; Sam Bucci; Patrick Macken; Dan Redington and Miguel Lopez. 2023 — PEO #1: Bruce McClelland. Other NEOs: Mick Lopez; Sam Bucci; Patrick Macken and Dan Redington. 2022 — PEO #1: Bruce McClelland. Other NEOs: Mick Lopez; Sam Bucci; Patrick Macken and Tony Scarfo. 2021 — PEO #1: Bruce McClelland. Other NEOs: Mick Lopez; Sam Bucci; Patrick Macken and Steve McCaffery. (2) The following tables detail the applicable adjustments made, per SEC rules, to the amounts reflected in the total column of the “Summary Compensation Table” to determine “Compensation Actually Paid” for each PEO noted.
Pay Versus Performance Disclosures
| | 2025 | 2024 | 2023 | 2022 | 2021 | | | PEO | PEO | PEO | PEO | PEO | | Summary Compensation Table — Total Compensation | $17,457,675 | $4,453,002 | $2,698,394 | $1,534,506 | $781,423 | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $16,370,820 | $3,141,452 | $1,915,427 | $749,998 | — | | Add Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $12,868,460 | $3,796,248 | $2,036,865 | $672,828 | — | | Add Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $(507,211) | $344,204 | $(202,500) | $(7,961,667) | $(3,579,167) | | Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | — | — | — | — | — | | 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 | $(157,802) | $(36,804) | — | — | $5,677,221 | | 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 | — | $350,369 | $672,828 | — | — | | Compensation Actually Paid | $13,290,302 | $5,064,828 | $1,944,504 | $(6,504,331) | $2,879,477 |
Pay Versus Performance Disclosures
The following tables detail the applicable adjustments made, per SEC rules, to the amounts reflected in the total
Pay Versus Performance Disclosures
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Pay Versus Performance Disclosures
column of the “Summary Compensation Table” for the Other NEOs as a group to determine the “Compensation Actually Paid for the Other NEOs as a group.
Pay Versus Performance Disclosures
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table — Total Compensation | $2,163,686 | $1,472,252 | $1,666,851 | $1,759,789 | $1,667,845 | | Deduct Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $1,627,549 | $884,203 | $1,154,753 | $1,264,365 | $1,145,961 | | Add Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $2,322,789 | $1,638,074 | $1,214,357 | $1,101,631 | $816,603 | | Add Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $(826,216) | $(181,847) | 46,199 | $(869,989) | $(84,956) | | Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year that Vested During Fiscal Year | $60,568 | — | — | — | — | | 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 | $(86,014) | $(155,977) | $173,781 | $(256,703) | $207,877 | | 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 | $(85,758) | $474,633 | $906,048 | $(118,110) | — | | Compensation Actually Paid | $1,921,506 | $1,413,665 | $1,040,387 | $352,253 | $1,461,408 |
Pay Versus Performance Disclosures
(4) Represents the Company’s common stock cumulative TSR on a fixed investment of $100 over the fiscal year starting from the market close on the last trading day of fiscal 2019 through the end of each applicable fiscal year in the table, assuming reinvestment of any dividends. (5) Represents the cumulative TSR of the Nasdaq Telecommunications Index, the Company’s peer group for this Pay Versus Performance disclosure, on a fixed investment of $100 over the fiscal year starting from the market close on the last trading day of fiscal 2019 through the end of each applicable fiscal year in the table. This is the same peer group the Company uses for its disclosure under Item 201(e) of Regulation S-K. Financial Performance Measures As described in greater detail in “Executive Compensation — Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows (the performance measures included in this table are not ranked by relative importance):
Pay Versus Performance Disclosures
| ■ Revenue | ■ Net Income | | ■ Relative TSR (the Company’s TSR as compared to a peer group established by the Compensation Committee) | ■ Adjusted EBITDA |
Pay Versus Performance Disclosures
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Pay Versus Performance Disclosures
Analysis The graph below provides a comparison between the compensation actually paid to each of our PEOs and our average compensation actually paid to our Other NEOs against the Company TSR and the peer group TSR. The graph below demonstrates the correlation between compensation actually paid to each of our PEOs and average compensation actually paid to our Other NEOs against the Company’s net income for the years ended December 31, 2025, 2024, 2023, 2022 and 2021.
Pay Versus Performance Disclosures
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
Pay Versus Performance Disclosures
As demonstrated in the graph below, the amount of compensation actually paid to the PEOs and the average amount of compensation actually paid to the Other NEOs (as a group). While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that revenue is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the periods presented, to Company performance.
Pay Versus Performance Disclosures
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
What happens if an incumbent director nominee fails to receive more “FOR” votes than “AGAINST” votes?
What happens if an incumbent director nominee fails to receive more “FOR” votes than “AGAINST” votes? Our Corporate Governance Guidelines require that as a condition to being nominated by the Board for re-election as a director, each incumbent director must deliver to the Board an irrevocable resignation from the Board that will become effective if, and only if, both: (i) in the case of an uncontested election, such nominee does not receive more votes “FOR” his or her election than votes “AGAINST” such election, and (ii) the Board accepts such resignation. The Board will decide (based on the recommendation of a committee of the Board) whether to accept the director’s resignation within 90 days after the election results are certified. An incumbent director who does not receive the required vote in an uncontested election will continue to serve as a director while the Nominating, Sustainability and Corporate Governance Committee and the Board decide whether to accept or reject such director’s resignation. If the Board accepts such resignation, the Board may fill the remaining vacancy or may decrease the size of
What happens if an incumbent director nominee fails to receive more “FOR” votes than “AGAINST” votes?
| Summary Information | Corporate Governance and Board Matters | Audit Matters | Executive Officers | Executive Compensation | Stock Information | Additional Information | Appendix |
What happens if an incumbent director nominee fails to receive more “FOR” votes than “AGAINST” votes?
the Board in accordance with our by-laws. Our Corporate Governance Guidelines are posted on our website at www.ribboncommunications.com.