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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Ribbon Communications Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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We are Ribbon. $845M 2021 total revenue 1,000+ customers 140+ countries we serve 1,000+ patents $195M R&D spend (23% of total revenue) 3,600+ global employees 2017 established	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 market-leading solutions leaders in the global telecommunications industry. Our culture’s foundation is based on our core values of innovation, imagination, execution and ethical responsibility. These shared values provide the platform for our employees, allowing them to share a global connection while simultaneously celebrating our diversity.

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Dear Stockholder:

Reflecting back on 2021, I am encouraged by the progress Ribbon has made on our strategy to establish ourselves as a significant supplier of IP Networking and Optical transport solutions to major telecom carriers throughout the globe. With major new wins with Service Providers such as Rogers, Optus, Singtel, MTN Group, Taiwan Mobile, Viaero Wireless, and others, we have broadened our foundation and established industry credibility.

The industry backdrop has never been stronger. Investment in fiber networks is increasing dramatically to support expansion of consumer internet services and to provide the backbone needed to enable next generation wireless 5G services. Consumer and Enterprise adoption of video collaboration platforms is revolutionizing how people communicate, and putting unprecedented demand on the network. These are the market trends we are investing around and positioning the company for long term growth.

Despite many accomplishments throughout the year, we were disappointed with our financial results in 2021. Escalating supply chain issues impacted revenue and profitability in the second half of the year, and we expect some of these effects to continue through most of 2022. It has also taken longer to convert our new IP Optical customer wins into sustainable revenue, while the investment that is needed to obtain and execute on the wins and develop our roadmap is an immediate investment.

Looking forward into 2022, we have a strong funnel of opportunities, and a growing list of new strategic wins that have significant long-term growth potential. In the critical North America region, we grew IP Optical sales by 164% last year — and we are targeting greater than 50% growth again in 2022. Other regions such as Japan, India and Australia are also expected to contribute to our projected 10%+ growth outlook for the year in this business.

To capitalize on these opportunities, we have been increasing our R&D intensity in the IP Optical Networks portfolio. We see significant opportunity for differentiation particularly around the software aspects of our products, and have refined our roadmap through extensive discussions with both existing and potential new customers. Our strategy is to lower total cost of ownership and reduce operational complexity by enabling a more open ecosystem and network architecture, with an end-to-end suite of products. We believe this is key to our differentiation and how we win.

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In our Cloud & Edge segment, the secure VoIP business continues to be a great foundation for the company. We expect continued investment by our Service Provider customers as they modernize their voice networks and address their aging infrastructure, also helping them meet increasing environmental and security regulatory requirements.

The backdrop of accelerating usage of platforms such as Microsoft Teams and Zoom provide an excellent growth opportunity for our Cloud & Edge business. As Service Providers, Enterprises, and Federal Agencies increasingly adopt cloud computing paradigms, our investment to adapt our VoIP portfolio to leverage cloud-native technologies provides an additional growth opportunity for the business.

We believe our strategy to leverage the traditional Ribbon VoIP business to position our full portfolio of IP Networking and Optical Transport products will continue to gain momentum and allow us to win important new customers each quarter.

We cordially invite you to participate in our annual meeting of stockholders at 10:00 a.m. (Eastern Time) on Wednesday, May 25, 2022. Due to the continuing public health concerns related to the COVID-19 pandemic, and to allow more stockholders the opportunity to attend, this year’s annual meeting will be held in a virtual meeting format only. You will be able to attend the 2022 annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RBBN2022.

Whether you plan to attend the annual meeting virtually or not, it is important that your shares be represented and voted. Therefore, I urge you to promptly vote your proxy. Every stockholder’s vote is important.

Thank you for your continued confidence in Ribbon, and we look forward to speaking with you at the annual meeting!

Sincerely,

Bruce McClelland
President and CEO

April 8, 2022

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NOTICE OF 2022 ANNUAL MEETING
OF STOCKHOLDERS

2022 Annual Meeting
			Date and Time
May 25, 2022 10:00 a.m. Eastern Time
			Virtual Meeting URL
www.virtualshareholdermeeting.com/RBBN2022
			Record Date
You can vote electronically at, and are entitled to notice of, the 2022 Annual Meeting if you were a stockholder of record on April 1, 2022

Agenda
1			Election of eight directors as named in the Proxy Statement
2			Ratification of the appointment of Deloitte & Touche LLP as Ribbon Communications’ independent registered public accounting firm for 2022
3			Approval, on a non-binding advisory basis, of the compensation of our named executive officers
4			Approval of an amendment to the Ribbon Communications Inc. Amended and Restated 2019 Incentive Award Plan to add additional shares
5			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/ RBBN2022

A complete list of our stockholders as of the Record Date will be available for examination by any stockholder during the ten days prior to the 2022 Annual Meeting for a purpose germane to the 2022 Annual Meeting by sending an email to ir@rbbn.com, stating the purpose of the request and providing proof of ownership of Company stock. The list of stockholders will also be available during the virtual meeting after you enter the virtual meeting using the 16-digit control number you received with the Notice of Internet Availiability of Proxy Materials, proxy card or voting instructions for the 2022 Annual Meeting. For additional information, see “How can I attend the virtual meeting?” in the section entitled “Information about the Annual Meeting” in the Proxy Statement.

Whether or not you expect to attend the 2022 Annual Meeting electronically, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the 2022 Annual Meeting. If you send in your proxy card, you may still decide to attend the 2022 Annual Meeting and vote your shares electronically. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement.

April 8, 2022

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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 2021 Annual Report are first
being made available to stockholders on or about April 8, 2022.

TABLE OF CONTENTS

	1			SUMMARY INFORMATION
	7			CORPORATE GOVERNANCE AND BOARD MATTERS
	7			PROPOSAL 1 — Election of Directors
	9			Director Nominees
	16			Corporate Governance
	16			Oversight of Risk Management
	17			Board Composition and Stockholders Agreement
	18			Director Experience and Tenure
	19			Director Independence
	20			Meeting Attendance
	20			Board Committees
	25			Director Nomination Process
	25			Stockholder Nominations and Recommendations of Director Candidates
	26			Board Leadership Structure
	26			Executive Sessions of the Board
	26			Additional Governance Matters
	27			Transactions with Related Persons
	29			Director Compensation
	32			AUDIT MATTERS
	32			PROPOSAL 2 — Ratificiation of the Appointment of Independent Registered Public Accounting Firm
	32			Deloitte Fees
	33			Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services
	34			Audit Committee Report
	35			EXECUTIVE OFFICERS
	38			EXECUTIVE COMPENSATION
	38			PROPOSAL 3 — Approval, on a Non-Binding Basis, of the Compensation of our Named Executive Officers

	39			PROPOSAL 4 — Approval of an Amendment to the Ribbon Communications Inc. Amended and Restated 2019 Incentive Award Plan
				Executive Compensation Information
	56			Compensation Discussion and Analysis
	72			Compensation Committee Report
	73			Executive Compensation Tables
	73			2021 Summary Compensation Table
	74			Grants of Plan-Based Awards in 2022
	76			Outstanding Equity Awards at Fiscal Year-End
	77			2022 Stock Vested
	79			Severance and Change of Control Benefits
	81			Potential Payments Upon Termination or Upon Change in Control
	82			CEO Pay Ratio
	83			STOCK INFORMATION
	83			Beneficial Ownership of Our Common Stock
	85			ADDITIONAL INFORMATION
	85			Information about the Annual Meeting
	91			Stockholder Proposals for Inclusion in 2023 Proxy Statement
	91			Stockholder Nominations and Proposals for Presentation at 2023 Annual Meeting
	91			Stockholders Sharing the Same Address
	92			Form 10-K
	92			Other Matters
	A-1			APPENDIX
	A-1			APPENDIX A — Amendment to the Ribbon Communications Inc. Amended and Restated 2019 Incentive Award Plan

		IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 25, 2022
		This Proxy Statement and the 2021 Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com.

Ribbon Communications Inc. 2022 Proxy Statement | i

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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, risks related to supply chain disruptions resulting from component availability; the effects of geopolitical instabilities and disputes, including between Russia and Ukraine; risks related to the continuing COVID-19 pandemic, including delays in customer deployments as a result of rises in cases; risks that we will not realize estimated cost savings and/or anticipated benefits from our acquisition of ECI Telecom Group Ltd. (“ECI”); risks that we will not realize the estimated cost savings and/or anticipated benefits from our strategic restructuring and other cost-containment activities; failure to realize anticipated benefits from the sale of our Kandy Communications business (“Kandy”) or declines in the value of our ongoing investment in American Virtual Cloud Technologies, Inc. (“AVCT”), the purchaser of Kandy; unpredictable fluctuations in quarterly revenue and operating results; risks related to cybersecurity and data intrusion; failure to compete successfully against telecommunications equipment and networking companies; failure to grow our customer base or generate recurring business from our existing customers; credit risks; the timing of customer purchasing decisions and our recognition of revenues; macroeconomic conditions; litigation; market acceptance of our products and services; rapid technological and market change; our ability to protect our intellectual property rights and obtain necessary licenses; our ability to maintain partner, reseller, distribution and vendor support and supply relationships; the potential for defects in our products; risks related to the terms of our credit agreement including compliance with the financial covenants; higher risks in international operations and markets; increases in tariffs, trade restrictions or taxes on our products; currency fluctuations; and failure or circumvention of our controls and procedures.

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, 2021. In providing forward-looking statements, we expressly disclaim any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.

ii | Ribbon Communications Inc. 2022 Proxy Statement

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

SUMMARY INFORMATION

To assist you in reviewing the proposals to be acted upon at our 2022 annual meeting of stockholders (the “2022 Annual Meeting”), we would like to call your attention to the following summary information about Ribbon, our 2021 business and financial highlights and corporate governance highlights. It does not include all information necessary to make a voting decision, and you should read this proxy statement (“Proxy Statement”) in its entirety before casting your vote.

Unless the content otherwise requires, references in this Proxy Statement to “Ribbon,” “Ribbon Communications,” “Company,” “we,” “us” and “our” refer to Ribbon Communications Inc. and its subsidiaries on a consolidated basis.

Ribbon Overview

				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.

We are a global provider of converged communications software and network solutions to service providers, enterprises, and critical infrastructure sectors. Our mission is to create a recognized global technology leader providing cloud-centric solutions that enable the secure exchange of information, with unparalleled scale, performance, and elasticity.

2021 In Review and Path Ahead Highlights

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Ribbon Communications Inc. 2022 Proxy Statement | 1

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Key Technology Trends Underpinning our Strategy

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Environmental, Social & Governance (ESG) Practice Highlights

As we have evolved and matured through both organic growth and acquisitions, we have adopted a more strategic approach to Environmental, Social and Governance (ESG) practices. In 2021, we undertook a comprehensive process to analyze the needs and expectations of our key stakeholders, and to identify the areas that contribute the most to our sustainability footprint. Ribbon aims to address the needs and expectations of stakeholders in a responsible, accountable and transparent manner. We believe that engaging with stakeholders is good for our business and our ability to deliver favorable results for them and for the broader needs of society and the environment in general.

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2 | Ribbon Communications Inc. 2022 Proxy Statement

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Sustainability Targets

In 2021 we adopted three targets in areas we believe are the most critical for our future success and for the success of people and the planet.

Our “Three by Thirty” Sustainability Targets

Climate Change

Diversity & Inclusion

Supply Chain

Reduce direct Carbon
emissions by 30% by 2030
(Scope 1 and 2 CO2e, from a
base year of 2018)

Increase women in
management to 30% of all
management roles
by 2025

Audit more than 30% of our
Tier 1 suppliers with zero
major non-conformances
against Ribbon’s Supplier
Audit Protocol

Longer-Term Sustainability Aspirations

Climate Change

Diversity & Inclusion

Supply Chain

Net zero carbon emissions

40% women in management

100% Tier 1 suppliers
compliant with Ribbon’s
Supplier Audit Protocol and
improving sustainability performance

Executive Compensation

The philosophy behind our executive compensation program is to promote alignment of the interests of our executive officers with the interests of our stockholders. The key factors considered in the creation of our compensation programs include:

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We believe that our executive compensation program supports our business strategies and talent management objectives and is consistent with sound governance practices that are intended to best serve our stockholders’ long-term interests. The components of the NEOs’ 2021 compensation (excluding the CEO) are:

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Ribbon Communications Inc. 2022 Proxy Statement | 3

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

In making its compensation decisions for 2021, the Compensation Committee considered, among other things:

■

our financial and operational results for the year,

■

the result of the say-on-pay vote at our 2021 annual meeting of stockholders, and

■

the achievement of the compensation objectives set by the Compensation Committee.

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Corporate Governance

Ribbon is committed to operating ethically, efficiently and inclusively. It has always been paramount to our way of doing business to act with the utmost integrity, honesty and transparency. Our commitment to ethical business practices guides us in our compliance with national and international laws and regulations and we believe strong corporate governance is critical to our long-term success. Highlights of our corporate governance include:

	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				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

4 | Ribbon Communications Inc. 2022 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Current Board of Directors and Committees

Name and Principal Occupation

Age

Director
Since

Independent

Other
Public
Company
Boards

Committee Membership

Audit

Compensation

Nominating
& Corporate
Governance

Technology
& Innovation

Mariano S. de Beer
Former Chief
Commercial and
Digital Officer,
Telefónica S.A.

June
2020

R. Stewart Ewing, Jr.
Chief Financial
Officer, InterMountain Management

March
2020

Bruns H. Grayson

Managing Partner,
ABS Ventures

October
2017

Beatriz V. Infante
Chief Executive Officer,
Business Excelleration LLC

October
2017

Bruce W. McClelland
President and Chief
Executive Officer, Ribbon
Communications Inc.

March
2020

Krish A. Prabhu(1)
Former Chief
Technology Officer
and President, AT&T
Labs

March
2020

Shaul Shani

Founder and Chairman,
Swarth Group

June
2020

Richard W. Smith
Chairman of Private Capital, JPMorgan
Chase & Co.

October
2017

Tanya Tamone
Chief Executive
Officer, Sogerco S.A.

June
2020

Committee
Chair

Committee
Member

Chairman

Lead Independent
Director

Audit Committee
finanical expert

(1)

Mr. Prabhu will not stand for election at the 2022 Annual Meeting.

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Ribbon Communications Inc. 2022 Proxy Statement | 5

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Annual Meeting Proposals

Proposal		Board Recommendation		Page Reference
1	Election of eight directors as named in this Proxy Statement		FOR each of the nominees	7
2	Ratification of the appointment of auditors		FOR	32
3	Approval, on a non-binding advisory basis, of the compensation of our named executive officers		FOR	38
4	Approval of an amendment to the Ribbon Communications Inc. Amended and Restated 2019 Incentive Award Plan to add additional shares		FOR	39

6 | Ribbon Communications Inc. 2022 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

CORPORATE GOVERNANCE AND BOARD MATTERS

Proposal 1 — Election of Directors

The Board has nominated the following eight director nominees for election to the Board to hold office until the 2023 Annual Meeting and until his or her respective successor is duly elected and qualified:

	Nominee			Designated By
	R. Stewart Ewing, Jr.			JPM Stockholders (as defined below)
	Richard W. Smith			JPM Stockholders
	Mariano S. de Beer			Swarth (as defined below)
	Shaul Shani			Swarth
	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

All of the nominees are currently directors. Each nominee agreed to be named in this Proxy Statement and to serve if elected. All nominees are expected to virtually attend the 2022 Annual Meeting.

Krish Prabhu, a current director designated by the JPM Stockholders, has decided not to stand for election at the 2022 Annual Meeting. As a result, the Board has set the size of the Board of Directors, as of the 2022 Annual Meeting, at eight members and the JPM Stockholders will temporarily waive their right to designate three directors as described below under “— Designation Rights.” If the JPM Stockholders decide to designate a third director after the 2022 Annual Meeting, it is expected that the Board will take further action to increase the size of the Board to nine members with the additional director position being filled by the third JPM Stockholders designee.

Designation Rights

On March 3, 2020, we entered into a First Amended and Restated Stockholders Agreement (the “Stockholders Agreement”) with JPMC Heritage Parent LLC (“JPMC”), Heritage PE (OEP) III, L.P. (together with JPMC, entities affiliated with the Company’s largest stockholder, JPMorgan Chase & Co. (collectively with any successor entities, the “JPM Stockholders”)), and ECI Holding (Hungary) Kft (“Swarth”). Pursuant to the Stockholders Agreement, the Board of Directors is required to consist of:

(i)

three individuals designated by the JPM Stockholders,

(ii)

three individuals designated by Swarth,

(iii)

our Chief Executive Officer, and

(iv)

a number of other individuals designated by the Nominating and Corporate Governance Committee sufficient to ensure that there are no vacancies on the Board.

Our Board currently consists of nine directors. However, as noted above, the Board has set the size of the Board of Directors, as of the 2022 Annual Meeting, at eight members and the JPM Stockholders have designated two current directors for election, temporarily waiving their right to designate a third director. The authorized number of directors is determined from time to time by the Board, subject to the requirements of the Stockholders Agreement. The directors designated for

Ribbon Communications Inc. 2022 Proxy Statement | 7

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

election by each of the JPM Stockholders and Swarth under the Stockholders Agreement are noted in the table above. The JPM Stockholders and Swarth owned 33.27% and 17.18%, respectively, of Ribbon’s common stock as of April 1, 2022.

The Company has agreed to take all necessary actions within its control to include both the JPM Stockholders’ and Swarths’ designees in the slate of nominees recommended by the Board for election of directors and to cause the stockholders of the Company to elect the designees. For so long as the JPM Stockholders or Swarth has the right to designate a director under the Stockholders Agreement, with respect to any proposal or resolution relating to the election of directors, each of the JPM Stockholders and Swarth, respectively, has agreed to take all necessary actions within their control to vote their shares (A) affirmatively in favor of the election of the other’s designees and (B) with respect to each person nominated to serve as a director by the Nominating and Corporate Governance Committee, either affirmatively in favor of such nominee, or in the same proportion to all shares voted by other stockholders of the Company.

Independence of Director Nominees

Except for Bruce W. McClelland, our President and CEO, Shaul Shani and Richard W. Smith, each of our nominees is independent according to the director independence standards set forth in our Corporate Governance Guidelines, which meet the director independence standards of the Nasdaq Stock Market (“Nasdaq”). For more information, see “Corporate Governance and Board Matters — Director Independence.” We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable to serve, or for good cause will not serve as a director, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. In the event any director designated by either the JPM Stockholders or Swarth is unable to serve, the JPM Stockholders or Swarth, as the case may be, are entitled to designate a replacement director, subject to the conditions set forth in the Stockholders Agreement.

Board Diversity

Nasdaq Board Diversity Matrix (As of April 1, 2022)
Total Number of Directors	9
	Female	Male	Non-Binary	Gender Undisclosed
Gender
Directors	2	7	0	0
Number of Directors Who Identify in Any of the Categories Below
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	1	0	0
Hispanic or Latinx	1	1	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	5	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

PROPOSAL

The Board of Directors recommends that stockholders vote FOR
the election of each of the nominees listed above.

8 | Ribbon Communications Inc. 2022 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Director Nominees

The biographies below describe the skills, qualities, attributes and experience of the director nominees that led the Board and its Nominating and Corporate Governance Committee to determine that it is appropriate to nominate these individuals as directors.

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AGE 51

COMMITTEES

■

Technology and
Innovation (Chair)

MARIANO S. DE BEER

Independent Director
Director since June 2020

BACKGROUND

Telefónica S.A., a large public multinational telecommunications company

■

Chief Commercial and Digital Officer (2017 to 2019)

■

Member of the Telefónica Group Executive Committee (2017 to 2019)

■

served in different capacities at companies of the Telefónica Group

Microsoft

■

General Manager (President) of the multi-country Region LATAM New Markets (2015 to 2016)

■

General Manager (President), Brazil (2013 to 2015)

RBS Educação, part of the Brazilian conglomerate RBS Group

■

CEO (2012 to 2013)

McKinsey & Co.

■

Consultant

EDUCATION

■

Graduated from UADE in Argentina

■

MBA, Georgetown University

SKILLS AND EXPERTISE

The Board believes Mr. de Beer is qualified to serve on the Board due to his extensive leadership experience in the telecommunications industry, in particular at Telefónica S.A., and his global business perspective.

Ribbon Communications Inc. 2022 Proxy Statement | 9

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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AGE 70

COMMITTEES

■

Audit (Chair and Audit Committee Financial Expert)

■

Nominating and Corporate Governance

R. STEWART EWING, JR.

Independent Director
Director since March 2020

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

■

TelUSA, LLC, a subsidiary of CenturyLink (January 2020 to present)

■

Louisiana Endowment for the Humanities (2019 to present)

■

Progressive Bancorp, Inc., Chairman of the Audit Committee (2002 to present)

EDUCATION

■

BS, Northwestern State University

SKILLS AND EXPERTISE

The Board believes Mr. Ewing brings to the Board executive leadership experience at CenturyLink, along with extensive financial expertise. The Board believes 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.

10 | Ribbon Communications Inc. 2022 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

[MISSING IMAGE: ph_brunshgrayson-lg4clr.jpg]

AGE 74

COMMITTEES

■

Audit

■

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

■

Everbridge, Inc., a provider of communications solutions (2012 to present)

■

served as a director for many private and public companies over the last 30 years

EDUCATION

■

elected a Rhodes Scholar from California (1974)

■

JD, University of Virginia School of Law

■

Master’s degree, Oxford University

■

BA, Harvard College

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.

Ribbon Communications Inc. 2022 Proxy Statement | 11

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

[MISSING IMAGE: ph_beatrizvinfante-lg4c.jpg]

AGE 68

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

■

Guardian Analytics, Advisory Board member

■

Infrascale, Chair of the Advisory Board

BOARD SERVICE (cont’d)

■

Liquidity Services Inc., Chair of the Compensation Committee and Audit Committee member

■

Ultratech, Nominating and Corporate Governance Committee member (until its acquisition by Veeco in May 2017)

■

Emulex Corporation, Chair of the Nominating and Corporate Governance Committee (until its acquisition by Broadcom Limited in May 2015) and Compensation Committee member

■

Synchron, Inc. (until its sale to an investor group in 2005)

■

Aspect, Board Chair

■

Previously served as a director at a number of privately held companies

EDUCATION

■

Master of Science degree, California Institute of Technology

■

Bachelor of Science and Engineering degree, Princeton University

SKILLS AND EXPERTISE

The Board believes 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.

12 | Ribbon Communications Inc. 2022 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

[MISSING IMAGE: ph_brucemcclelland-lg4c.jpg]

AGE 55

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 communications-related patents

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

■

BE, the University of Saskatchewan

SKILLS AND EXPERTISE

The Board believes 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.

Ribbon Communications Inc. 2022 Proxy Statement | 13

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

[MISSING IMAGE: tm223573d1-ph_silhouetpn.jpg]

AGE 67

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 (1987 to 1985)

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

The Board believes Mr. Shani is qualified to serve on the Board due to his extensive background in finance and private equity, his extensive knowledge of ECI’s business and his experience serving as a director of companies in the telecommunications industry.

14 | Ribbon Communications Inc. 2022 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

[MISSING IMAGE: ph_richardwsmith-lg4c.jpg]

AGE 69

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

■

BA, Harvard College

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.

The Board believes 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.

[MISSING IMAGE: ph_tanyatamone-lg4c.jpg]

AGE 60

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.

Ribbon Communications Inc. 2022 Proxy Statement | 15

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Corporate Governance

We are committed to strong corporate governance practices, which include building long-term value for our stockholders and assuring the success of the Company for our stockholders and stakeholders, including our employees, customers, suppliers and the communities in which we operate. To achieve these goals, our Board is charged with monitoring the performance of the Company and our officers as well as its programs and procedures to ensure compliance with law and our overall success. Governance is an ongoing focus at Ribbon, starting with the Board and extending to management and all employees. In addition, we solicit feedback from stockholders on governance and executive compensation practices in order to improve our practices.

	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

Oversight of Risk Management

At Ribbon, we believe that innovation and leadership are impossible without taking risks. We also recognize that imprudent acceptance of risk or the failure to appropriately identify and mitigate risks could be destructive to stockholder value. The Board is responsible for assessing the Company’s approach to risk management and overseeing management’s execution of its responsibilities for identifying and managing risk. The Board exercises its responsibilities through discussions in Board meetings and also through its committees, each of which examines various components of enterprise risk as part of its responsibilities.

	THE FULL BOARD
	generally, oversees and evaluates: ■ strategic risks, including risks relating to the Covid-19 pandemic and its impact on the Company, our employees, customers and suppliers, and the risks related to management delegation

	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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Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Each committee assesses identified risks and informs the Board about the risks as needed. Management also regularly reports on each such risk to the relevant committee or the Board. Moreover, an overall review of risk is inherent in the Board’s consideration of our long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters. Additional review or reporting on risks is conducted as needed or as requested by the Board or one of its committees. The Board believes that its role in the oversight of the Company’s risks complements our current Board structure, as our structure allows our independent directors, through our four fully independent Board committees, to exercise effective oversight of the actions of management in identifying risks and implementing effective risk management policies and controls.

Board Composition and Stockholders Agreement

Our Board currently consists of nine directors, one of whom is employed by the Company (Mr. McClelland). As previously noted in this Proxy Statement, the Company is party to the Stockholders Agreement with the JPM Stockholders and Swarth. The Stockholders Agreement provides, among other things, that:

(i)

the Board, including a majority of the independent directors as defined in the Stockholders Agreement, may approve a different number of directors that comprise the Board;

(ii)

with respect to the JPM Stockholders:

(A)

for so long as the JPM Stockholders beneficially own at least 43% of the Company’s common stock beneficially owned by the JPM Stockholders in the aggregate on March 3, 2020, the JPM Stockholders have the right to designate three directors to serve on the Board, at least two of whom must be independent directors as defined in the Stockholders Agreement;

(B)

from and after the first time that the JPM Stockholders beneficially own less than 43% and at least 29% of the Company’s common stock beneficially owned by the JPM Stockholders in the aggregate on March 3, 2020, the number of directors that the JPM Stockholders have the right to designate will be reduced to two, at least one of whom must be an independent director as defined in the Stockholders Agreement;

(C)

from and after the first time that the JPM Stockholders beneficially own less than 29% and at least 14% of the Company’s common stock beneficially owned by the JPM Stockholders in the aggregate on March 3, 2020, the number of directors that the JPM Stockholders have the right to designate will be reduced to one, who need not qualify as an independent director as defined in the Stockholders Agreement; and

(D)

from and after the first time that the JPM Stockholders beneficially own less than 14% of the shares of the Company’s common stock beneficial owned by the JPM Stockholders in the aggregate on March 3, 2020, the JPM Stockholders will have no right to designate any members of the Board; and

(iii)

with respect to Swarth:

(A)

for so long as Swarth beneficially owns at least 88% of the shares of the Company’s common stock beneficially owned by Swarth in the aggregate on March 3, 2020, Swarth has the right to designate three directors to serve on the Board, of which at least two must be independent directors as defined in the Stockholders Agreement;

(B)

from and after the first time that Swarth beneficially owns less than 88% and at least 58% of the shares of the Company’s common stock beneficially owned by Swarth in the aggregate on March 3, 2020, the number of directors that Swarth has the right to nominate will be reduced to two Board members, of which at least one must be an independent director as defined in the Stockholders Agreement;

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

(C)

from and after the first time that Swarth beneficially owns less than 58% and at least 29% of the shares of the Company’s common stock beneficially owned by Swarth in the aggregate on March 3, 2020, the number of directors that Swarth has the right to nominate will be reduced to one Board member, who needs not qualify as an independent director as defined in the Stockholders Agreement; and

(D)

from and after the first time that Swarth beneficially owns less than 29% of the shares of Company’s common stock beneficially owned by Swarth in the aggregate on March 3, 2020, Swarth will have no right to nominate any members of the Board.

The Stockholders Agreement further provides that the Nominating and Corporate Governance Committee will designate the Company’s then-serving CEO as a director, as well as such additional number of directors as constitutes the full Board so that the Board has no vacancies.

As previously noted, Krish Prabhu will not stand for election at the 2022 Annual Meeting. As a result, the size of the Board will be set at eight members effective as of the 2022 Annual Meeting and the JPM Stockholders have waived their right to designate a third director. If the JPM Stockholders decide to designate a third director after the 2022 Annual Meeting, it is expected that the Board will take further action to increase the size of the Board to nine members with the additional director position being filled by the third JPM Stockholders designee.

In the event any director designated by the JPM Stockholders or Swarth is unable to serve, the JPM Stockholders are and/or Swarth is, as applicable, entitled to designate a replacement director, subject to the conditions set forth in the Stockholders Agreement.

Director Experience and Tenure

Our directors collectively possess a broad mix of skills, qualifications and proven leadership abilities. The Nominating and Corporate Governance Committee practices a long-term approach to board refreshment. The Nominating and Corporate Governance Committee regularly identifies individuals who would complement and enhance the current directors’ skills and experience.

It is of great importance to the Company that the Nominating and Corporate Governance Committee recruit directors who help achieve the goal of an experienced, diverse Board that functions effectively as a group. The Nominating and Corporate Governance Committee expects each of the Company’s directors to have proven leadership skills, sound judgment, integrity, and a commitment to the success of the Company. In evaluating director candidates and considering incumbent directors for nomination to the Board, the Committee considers a variety of factors, including independence, financial literacy, personal and professional accomplishments, and experience in light of the needs of the Company. For incumbent directors, the factors also include attendance, past performance on the Board and contributions to the Board and its respective committees.

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

BOARD EXPERTISE

Director Skills
and Experience

de Beer

Ewing

Grayson

Infante

McClelland

Shani

Smith

Tamone

Audit and
financial reporting

Corporate governance

Executive leadership

Financial industry, investments, M&A

Global business

Human capital management

Legal, regulatory

Other public company boards

Sales and marketing

Strategic planning, operations

Risk management

Technology, digital, communications

Director Independence

Our Corporate Governance Guidelines provide that, in determining the independence of a director, the Board will be guided by the definitions of “independent director” in the listing rules of Nasdaq and applicable laws and regulations as well as the definition of “independent director” set forth in the Stockholders Agreement.

During its annual review of director independence, the Board considers all information it deems relevant, including without limitation, any transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board conducted an annual review of director independence and affirmatively determined that each of Mariano S. de Beer, R. Stewart Ewing, Jr., Bruns H. Grayson, Beatriz V. Infante, Krish A. Prabhu and Tanya Tamone met the definition of “independent director” under the Nasdaq listing rules and the Stockholders Agreement. Following a review of their respective relationships, including, with respect to Mr. Smith, his affiliation with the JPM Stockholders, and with respect to Mr. Shani, his affiliation with Swarth, the Board determined that none of Bruce W. McClelland, Shaul Shani or Richard W. Smith qualify as independent directors under the Nasdaq listing rules or the Stockholders Agreement.

There are no family relationships among any of our directors, nominees for director and executive officers.

Ribbon Communications Inc. 2022 Proxy Statement | 19

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Meeting Attendance

Our Board recognizes the importance of director attendance at Board and committee meetings. Our Board held four meetings during 2021, all of which were regular meetings. Each of the incumbent directors attended at least 75% of the combined total meetings of the Board and its committees on which they served. While we do not have a formal policy regarding the attendance of directors at our annual meetings of stockholders, it is expected that, absent compelling circumstances, all of our directors will attend. All of the then-current members of the Board attended our 2021 annual meeting of stockholders.

Board Committees

Our Board has four standing committees:

The Audit Committee

The Compensation
Committee

The Nominating and Corporate
Governance Committee

The Technology and
Innovation Committee

Each of the standing committees is composed entirely of independent directors as defined under applicable rules, including the Nasdaq rules and, in the case of all members of the Audit Committee, the independence requirements of Rule 10A-3 under the Exchange Act and, in the case of all members of the Compensation Committee, the heightened independence requirements for Compensation Committee members under the Nasdaq rules.

The following table shows the current composition of each of the Board’s standing committees:

Committee Membership

Director

Independent

Audit

Compensation

Nominating
and Corporate
Governance

Technology
and Innovation

Mariano S. de Beer

R. Stewart Ewing, Jr.

Bruns H. Grayson

Beatriz V. Infante

Bruce W. McClelland

Krish A. Prabhu(1)

Shaul Shani

Richard W. Smith

Tanya Tamone

Number of Meetings in 2021

Board — 8

Committee
Chair

Committee
Member

Chairman of
the Board

Lead Independent
Director

Audit Committee
finanical expert

(1)

Mr. Prabhu will not stand for election at the 2022 Annual Meeting.

Under the Stockholders Agreement and subject to the Company’s obligation to comply with any applicable independence requirements under the Nasdaq rules and the rules of the SEC, or unless waived by the JPM Stockholders, for so long as the JPM Stockholders have the right to nominate at least two directors to the Board:

(i)

the Nominating and Corporate Governance Committee will be comprised of three “independent directors” under the Stockholders Agreement, at least one of whom must be a designee of JPM Stockholders;

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Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

(ii)

a designee of the JPM Stockholders must be the Chairman of each of the Nominating and Corporate Governance Committee and the Compensation Committee; and

(iii)

only in the case that Swarth does not have the right to nominate at least two directors to the Board, a designee of the JPM Stockholders must be the Chairman of the Audit Committee.

Also under the Stockholders Agreement and subject to the Company’s obligation to comply with any applicable independence requirements under the Nasdaq rules and the rules of the SEC, or unless waived by Swarth, for so long as Swarth has the right to nominate at least two directors to the Board:

(i)

the Nominating and Corporate Governance Committee must be comprised of three “independent directors” under the Stockholders Agreement, at least one of whom must be a designee of Swarth,

(ii)

a designee of Swarth must be the Chairman of the Audit Committee; and

(iii)

only in the case that the JPM Stockholders do not have the right to nominate at least two directors to the Board, a designee of Swarth must be the Chairman of each of the Nominating and Corporate Governance Committee and the Compensation Committee.

The Nominating and Corporate Governance Committee determines the size and membership of each of the Audit Committee, the Compensation Committee, the Technology and Innovation Committee and all other committees established by the Board, provided that:

(i)

such determination will comply with mandatory legal and listing requirements;

(ii)

for as long as the JPM Stockholders have the right to nominate at least one director to the Board who is eligible to serve on such committee, at least one member of each such committee will be a designee of the JPM Stockholders; and

(iii)

for so long as Swarth has the right to nominate at least one director to the Board who is eligible to serve on such committee, at least one member of each such committee must be a designee of Swarth.

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Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

AUDIT COMMITTEE
CURRENT COMMITTEE MEMBERS	All members of the Audit Committee are independent
■ R. Stewart Ewing, Jr., Chair	■ Bruns H. Grayson	■ Beatriz V. Infante

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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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	■ Bruns H. Grayson	■ Krish A. Prabhu

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 72 of this proxy statement.

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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	All members of the T&I Committee are independent
■ Mariano S. de Beer, Chair	■ Beatriz V. Infante	■ Krish A. Prabhu

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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Director Nomination Process

The Nominating and Corporate Governance Committee screens and recommends candidates for nomination by the full Board, other than those directors designated pursuant to the Stockholders Agreement. There are no specific minimum qualifications for a recommended nominee to our Board; however, the Nominating and Corporate Governance Committee considers, among other skills and criteria, the following for nomination as a director:

■

demonstrated business knowledge, technical skills and experience;

■

an ability to exercise sound judgment in matters that relate to our current and long-term objectives;

■

commitment to understanding us and our industry and to regularly attend and participate in meetings of our Board and its committees;

■

a reputation for integrity, honesty and adherence to high ethical standards;

■

diversity of background and other desired qualities;

■

the ability and experience to understand the sometimes conflicting interests of our various constituencies and to act in the interests of all stockholders; and

■

the absence of any conflict of interest that would impair the nominee’s ability to represent the interest of all our stockholders and to fulfill the responsibilities of being a director.

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, the Nominating and Corporate Governance Committee applies the criteria generally set forth in the Nominating and Corporate Governance Committee Charter. The process followed by the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to our Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and our Board. Our Board believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. In identifying potential director candidates, the Nominating and Corporate Governance Committee and the Board also focus on ensuring that the Board reflects diversity, including in experiences, backgrounds and skills. The Nominating and Corporate Governance Committee has the authority to engage independent advisors to assist in the process of identifying and evaluating director candidates, but has not engaged any such advisors to date.

Stockholder Nominations and Recommendations of Director Candidates

Stockholders who wish to recommend candidates to the Nominating and Corporate Governance Committee for consideration as potential director candidates should send their recommendation to:


				The Nominating and Corporate Governance Committee c/o Corporate Secretary Ribbon Communications Inc. 6500 Chase Oaks Blvd., Suite 100 Plano, Texas 75023

In considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration the current make-up of the Board, what skills should be added (if any) and the qualifications of the candidate. The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders in the same manner as candidates recommended by the Nominating and Corporate Governance Committee, as described above in “Director Nomination Process.”

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Stockholders who wish to nominate director candidates or propose business to be considered directly at an annual meeting in accordance with the procedures set forth in our by-laws should follow the procedures set forth under the sections entitled “Stockholder Nominations and Proposals for Presentation at 2023 Annual Meeting.”

Board Leadership Structure

The Company’s Corporate Governance Guidelines provide that the Board leadership structure that is most appropriate for the Company at this time is a non-executive Chairman. The Board evaluates its leadership structure and role in risk oversight on an ongoing basis and makes decisions on the basis of what it considers to be best for the Company at any given point in time. Currently, our Board leadership structure consists of a non-executive Chairman, a separate CEO, a lead independent director and strong committee chairs. The Board believes its leadership structure provides for appropriate independence between the Board and management because the current leadership structure offers the following benefits:

■

increasing the independent oversight of Ribbon and enhancing our Board’s objective evaluation of our CEO;

■

focusing the CEO on company operations instead of Board administration;

■

providing the CEO with an experienced sounding board;

■

providing greater opportunities for communication between stockholders and our Board;

■

enhancing the independent and objective assessment of risk by our Board; and

■

providing an independent spokesperson for our Company.

Executive Sessions of the Board

The Company’s Board is structured to promote independence and is designed so that independent directors exercise oversight of the Company’s management and key issues related to strategy and risk. Under our Corporate Governance Guidelines, our independent directors are required to meet in executive session at regularly scheduled Board meetings without management present to discuss any matters the independent directors consider appropriate. We expect the Board to have a least four executive sessions each year.

Additional Governance Matters

Code of Ethics

Our Board has adopted a written Amended and Restated Code of Conduct, which qualifies as a “code of ethics” as defined by SEC rules. The Amended and Restated Code of Conduct is intended to provide guidance on the conduct expected of Ribbon’s employees, officers and directors in the interests of preserving Ribbon’s reputation for integrity, accountability and fair dealing. To ensure that our business is conducted in a consistently legal and ethical manner, our Amended and Restated Code of Conduct applies to all of our directors, officers and employees.

We intend to disclose any amendment to or waiver of a provision of the Amended and Restated Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website at www.ribboncommunications.com.

Public Availability of Corporate Governance Documents

For more corporate governance information, you are invited to access our key corporate governance documents, including our Corporate Governance Guidelines, Amended and Restated Code of Conduct and the charters of our Audit Committee, Compensation Committee, Nominating and

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Corporate Governance Committee, and Technology and Innovation Committee on our corporate website at www.ribboncommunications.com, in the section entitled Company — Investor Relations — Corporate Governance — Governance Highlights. The references in this Proxy Statement to our corporate website are not intended to, and do not, incorporate by reference into this Proxy Statement any materials contained on such website.

Stockholder Communications with the Board of Directors

Stockholders may communicate with our Board by contacting our Investor Relations Department:

Investor Relations Department
Ribbon Communications Inc.
6500 Chase Oaks Blvd., Suite 100
Plano, Texas 75023

(978) 614-8050

ir@rbbn.com

Our Investor Relations Department will review all such communications and will forward to the Lead Independent Director all communications that raise an issue appropriate for consideration by our Board.

Transactions with Related Persons

The Board adopted a written related person transaction policy, which sets forth our policies and procedures for the review, approval or ratification of any transaction required to be reported in our filings with the SEC. Under the policy, any potential related person transactions must be reported to our Chief Legal Officer, who is responsible for determining whether such transactions constitute related person transactions subject to the policy. Our Chief Legal Officer is required to present to the Audit Committee each proposed related person transaction. The Audit Committee may approve or ratify the transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in the best interests of the Company and its stockholders, as the Audit Committee determines in good faith. The Audit Committee may, in its sole discretion, impose such conditions as it deems appropriate on the Company or the related person in connection with approval of the related person transaction. If the Audit Committee does not approve or ratify a related person transaction, such transaction will not be entered into or will be terminated, as the Audit Committee directs.

The following are certain transactions, arrangements and relationships with our directors, executive officers and stockholders owning 5% or more of our outstanding common stock since January 1, 2021.

Stockholders Agreement

On March 3, 2020, the Company entered into the Stockholders Agreement with the JPM Stockholders and Swarth. The Stockholders Agreement provides the JPM Stockholders and Swarth with certain Board and Board committee designation rights as described above under “Corporate Governance — Board Composition and Stockholders Agreement” and “Corporate Governance — Board Committees,” and contains certain voting commitments as described in “Proposal 1 — Election of Directors.”

Standstill Restrictions

The Stockholders Agreement contains certain standstill provisions restricting the JPM Stockholders and Swarth from acquiring (or seeking or making any proposal or offer with respect to acquiring) additional shares of Ribbon common stock or any security convertible into Ribbon common stock or any assets, indebtedness or businesses of Ribbon common stock or any of its subsidiaries. Certain customary exclusions apply, and acquisition of shares of Ribbon common stock by a Ribbon stockholder will be permitted so long as such acquisition would not result in such stockholder and

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its affiliates beneficially owning a number of Ribbon common stock that is greater than 120% of the number of voting shares of Ribbon common stock held by the JPM Stockholders or Swarth, as applicable, on March 3, 2020 (or such lower number as specified in the Stockholders Agreement).

The standstill restrictions apply from the date of the Stockholders Agreement until the earlier of (i) the entry by Ribbon into a definitive agreement constituting a change of control transaction as discussed in further detail below and (ii) such date as the JPM Stockholders or Swarth, as applicable, no longer has a right to designate any members of the Board.

Change of Control

Without the approval of a majority of the disinterested directors serving on the Board, neither the JPM Stockholders nor Swarth may enter into or affirmatively support any transaction resulting in a change of control of Ribbon in which any such stockholder receives per share consideration as a holder of Ribbon common stock in excess of that to be received by other holders of Ribbon common stock.

Transfer Restrictions

Without the approval of a majority of the disinterested directors serving on the Board, until March 3, 2023, no JPM Stockholder nor Swarth may transfer any shares of Ribbon common stock that it beneficially owns if such transfer involves more than 15% of the outstanding shares of Ribbon common stock or if the transferee would own 15% or more of the outstanding shares of Ribbon common stock following such transfer, other than to a permitted transferee that agrees to be subject to the Stockholders Agreement or pursuant to a regulatory requirement.

Termination

The Stockholders Agreement will terminate by mutual consent of Ribbon, a majority in interest of the JPM Stockholders and Swarth (including the approval by a majority of Independent Directors) or with respect to either the JPM Stockholders or Swarth, on the date that such stockholder ceases to beneficially own 2% or more of the issued and outstanding Ribbon common stock.

Registration Rights Agreement

On March 3, 2020, the Company entered into a First Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with the JPM Stockholders and Swarth.

Under the Registration Rights Agreement, certain holders of Ribbon common stock were granted certain registration rights, including:

(i)

the right to request that Ribbon file an automatic shelf registration statement and effect unlimited underwritten offerings pursuant to such shelf registration statement;

(ii)

unlimited demand registrations; and

(iii)

unlimited piggyback registration rights that allow holders of registrable shares to require that shares of Ribbon common stock owned by such holders be included in certain registration statements filed by Ribbon, in each case subject to the transfer restrictions contained in the Stockholders Agreement.

In connection with these registration rights, Ribbon has agreed to effect certain procedural actions, including taking certain actions to properly effect any registration statement or offering and to keep the participating Ribbon stockholders reasonably informed with adequate opportunity to comment and review, as well as customary indemnification and contribution agreements.

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Director Compensation

The Compensation Committee reviews the compensation of our non-employee directors periodically and, in consultation its independent compensation consultant regarding compensation on levels for peer companies and the broader market, recommends changes to the Board when it deems appropriate.

In August 2021, the Board approved a new Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Under the Director Compensation Policy, all fees payable for service on the Board and its committees remained unchanged except: (1) the annual cash fee payable to the Chairman of the Board was reduced from $100,000 to $50,000 (Mr. Shani, as Chairman of the Board, waived receipt of the cash fee in 2021); and (2) an additional annual fee was added for service as lead independent director (Mr. Grayson, as lead independent director, waived receipt of the additional cash fee for service as lead independent director in 2021). In addition, 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, Mr. Grayson has elected, effective as of the first quarter of 2022, to receive 100% of the cash fees payable to him in shares of the Company’s common stock.

The following table describes the components of the non-employee directors’ compensation for 2021:

	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(4)
	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

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(1)

Mr. Smith is not entitled to any 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)

Mr. Shani waived receipt of any cash compensation for his service as Chairman of the Board in 2021.

(3)

Compensation for service as the chairman of the Board, lead independent director or a committee member is in addition to the compensation paid for Board and committee service.

(4)

The fee for service as lead independent director was approved in September 2021, however Mr. Grayson waived payment of the pro rata portion of this fee for 2021.

Total Director Compensation for 2021

The following table contains information on compensation earned by each non-employee member of our Board during 2021:

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

(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 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 2021. The grants made to each director during 2021 were as follows:

Director

Restricted Stock Units
(#)

Grant Date Fair Value
($)

Mariano S. de Beer

14,797(a)

120,004

R. Stewart Ewing, Jr.

14,797(a)

120,004

Bruns H. Grayson

14,797(a)

120,004

Beatriz V. Infante

14,797(a)

120,004

Krish A. Prabhu

14,797(a)

120,004

Shaul Shani

14,797(a)

120,004

Richard W. Smith

—

Tanya Tamone

14,797(a)

120,004

(a)

Annual director RSU award granted on June 15, 2021 that vests on June 15, 2022 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.

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As of December 31, 2021, our non-employee directors (serving as of that date) held an aggregate of 103,579 unvested restricted stock units as follows

Director	Number of Unvested RSUs Held as of December 31, 2021 (#)
Mariano S. de Beer		14,797
R. Stewart Ewing, Jr.		14,797
Bruns H. Grayson		14,797
Beatriz V. Infante		14,797
Krish A. Prabhu		14,797
Shaul Shani		14,797
Richard W. Smith		—
Tanya Tamone		14,797

(2)

Non-employee directors also are eligible to be reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at our Board or committee meetings.

(3)

Mr. Shani waived receipt of any cash compensation for his service as director in 2021.

(4)

Mr. Smith is not entitled to any equity compensation in connection with his services as a member of the Board. Effective April 1, 2020, Mr. Smith waived receipt of any compensation in connection with his service as a director.

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AUDIT MATTERS

Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Deloitte has acted as the independent registered accounting firm of Ribbon since the closing of the GENBAND merger in 2017, and of Sonus Networks, Inc. from August 2005 until the closing of the GENBAND merger. We are asking our stockholders to ratify this appointment. Although ratification of our appointment of Deloitte is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. If this proposal is not approved at the 2022 Annual Meeting, our Audit Committee may consider this fact when it appoints our independent registered public accounting firm for the fiscal year ending December 31, 2023. Even if the proposal is approved at the 2022 Annual Meeting, the Audit Committee may, at its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the interests of the Company and its stockholders.

Representatives of Deloitte are expected to virtually attend the 2022 Annual Meeting and will have the opportunity to make a statement and be available to respond to appropriate questions by stockholders.

PROPOSAL

The Board of Directors recommends that stockholders vote FOR
the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.

Deloitte Fees

The following is a summary and description of fees for services provided by Deloitte in 2021 and 2020:

	Fiscal Year Ended
Fee Category	2021 ($)		2020 ($)
Audit fees(1)		2,551,006		2,518,608
Audit-related fees(2)		15,000		484,450
Tax fees(3)		150,494		304,326
All other fees(4)		3,790		—
Total		2,720,290		3,307,384

(1)

Audit fees. These amounts for 2021 represent fees for the audit of our consolidated financial statements included in our 2021 Annual Report on Form 10-K (the “2021 Annual Report”), the review of financial statements included in our Quarterly Reports on Form 10-Q, the audit of our internal control over financial reporting and the services that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements, regulatory filing and similar engagements for the fiscal year, such as consents and assistance with review of documents filed with the SEC. Audit fees also include advice on accounting matters that may arise in connection with, or as a result of, the audit or the review of periodic consolidated financial statements and statutory audits that non-U.S. jurisdictions require.

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(2)

Audit-related fees. Audit-related fees consist of fees related to due diligence services and accounting consultations regarding the application of generally accepted accounting principles to proposed transactions.

(3)

Tax fees. Tax fees consist of professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, value-added tax compliance, and transfer pricing advice and planning.