SEC Filing | Ribbon Communications, Inc.

View:

Download DOC

Download PDF

Download XLS

Download XBRL

tm231954-3_nonfiling - none - 18.2914435s

TABLE OF CONTENTS

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 all boxes that apply):

☒

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.

TABLE OF CONTENTS

TABLE OF CONTENTS

We are Ribbon. $820M 2022 total revenue 1,000+ customers 140+ countries we serve 1,000+ patents ~3,200 global employees	Ribbon Communications (Nasdaq: RBBN) is a global provider of real-time communications software and IP Optical networking solutions to service providers, enterprises and critical infrastructure sectors. We engage deeply with our customers, helping them modernize their networks for improved competitive positioning and business outcomes in today’s smart, always-on and data-hungry world. Our innovative, end-to-end solutions portfolio delivers unparalleled scale, performance and agility, including core to edge software-centric solutions, cloud-native platforms, leading-edge security and analytics tools, along with IP and optical networking solutions for broadband and mobile networks. To learn more about Ribbon visit rbbn.com.
		Our Culture
	At Ribbon, our culture defines us. Our relentless focus on the customer, coupled with our entrepreneurial spirit, has solidified our position as one of the 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.

TABLE OF CONTENTS

[MISSING IMAGE: tm223573d2-ph_ribbonbar4clr.jpg]

Dear Stockholder:

2022 was a major transition year as we pursue our mission to establish Ribbon as a global technology provider to Service Providers and Enterprises, solving our customers’ most challenging communications issues and connecting people and devices seamlessly anytime, anywhere. We ended the year in a much stronger position than when the year began, and continue to see the momentum building in 2023 and project a return to profitable growth!

2022 Financial Highlights

Our financial performance in the first half of 2022 was below our expectations and impacted by continued supply chain-related issues and a lower level of business in our IP Optical segment. But momentum increased significantly in the second half as we started to benefit from the introduction of several new products, culminating in a very strong 4th quarter. This has continued into 2023, with revenue in the first quarter of 2023 growing 7.5% year over year and strong bookings.

Sales in our IP Optical Networks segment in 2022 increased 8% for the full year versus 2021 and increased 36% in the second half of 2022 compared to the first half, with several new customer wins and growth with existing customers. Business with major Service Providers, such as Bharti Airtel, MTN Global Connect, Rogers and others, was complemented by growth with critical infrastructure providers in Europe and rural telecom operators in the U.S. Gross margins also improved in the second half with higher volume and lower supply chain expenses, and we narrowed the contribution loss significantly.

In our Cloud & Edge segment, sales declined by 9% year over year with lower sales to Service Provider customers, partially offset by 9% growth in sales to Enterprise customers from our increased focus on the Enterprise market vertical. Adjusted EBITDA contribution from the Cloud & Edge segment remained solid for the year.

Global Trends

The operating environment for Telecom providers remains healthy despite higher inflation and the growing risk of recession in certain industries. Consumers and Enterprises rely heavily on the services provided by our customers to enable a digital mobile lifestyle, and the competition for these customers is intense. It is imperative that our customers, both Service Providers and Enterprise, invest in their communication infrastructure in order to stay competitive.

Bruce McClelland,

President and CEO

“We ended the year in a much stronger position than when the year began, and continue to see the momentum building in 2023 and project a return to profitable growth!”

There are several common themes that we hear from our customers on how they are prioritizing their investments in 2023:

■

Mobile.

For the majority of Communication Service Providers, the final connection to the consumer is almost always a wireless connection. The adoption of 5G technology to enable an improved user experience, and unlock new revenue-generating services, has reached critical mass. The higher speed and capacity provided by 5G require increased fiber capacity and coverage, and broader deployment of IP connectivity to the edge of the network.

■

Broadband.

While the Internet had already become a critical service for the majority of people around the world, the COVID-19 pandemic raised the priority to a new level. Availability of fiber-based Internet access is now considered a socio-economic human right, and investment continues to surge, supported by large-scale federal stimulus programs that are injecting tens of billions of dollars to improve access and quality. In the U.S., this includes programs such as the $20 billion Rural Digital Opportunity Fund (RDOF), the $10 billion America Rescue Plan Act (ARPA), the $1.67 billion USDA ReConnect program, and the $42.5 billion Broadband Equity, Access and Deployment program (BEAD).

TABLE OF CONTENTS

■

Total Cost of Ownership.

Increased competition and impacts from inflation put a premium on every dollar spent, and a spotlight on the cost of maintaining both new platforms and legacy infrastructure. As a result, solutions that lower supports costs, reduce power consumption, and decrease real estate needs have grown in importance as a result.

■

Cloud.

There is clear recognition that significant benefit can be obtained by the adoption of a ‘digital’ or ‘cloud’-first approach to providing network services. Service Providers and Enterprises are re-inventing many aspects of their businesses to leverage the improved economics of Cloud, while accelerating new services and improving overall quality of experience. This extends to practically all aspects of traditional voice and data communications.

We believe that the products and solutions provided by Ribbon are directly aligned with these investment priorities and provide a robust operating environment despite macro environmental pressures.

Portfolio Excitement

As with any technology company, innovation is core to our ability to survive and thrive. Over the last two years, R&D investment has increased ~4%, but we have made a large shift where we are investing. We have optimized and improved efficiency in the more mature Cloud & Edge Secure Voice portfolio, reducing R&D by ~25%. And we have increased investment more than 60% in the much larger and higher growth IP Routing and Optical Transport portfolio.

We are realizing the benefits of these strategic shifts. We have now had three consecutive quarters of double-digit year-over-year revenue growth in our IP Optical Networks segment, and a product book-to-bill well above 1.0x. In the first quarter of 2023, more than 20% of the new product bookings were for new products introduced within the last six months, including a new Cell Site Router platform, several variants of our Neptune XDR 2000 routers, and a new version of our Apollo optical transport product line supporting higher capacity DWDM Long Haul applications. We also recently

announced our next generation Apollo 9400 compact modular platform that supports 1.2 Terabit/second wavelengths leveraging the latest pluggable coherent optics technology, including a new 5nm process node DSP.

We also continue to bring to market new solutions to address the evolving voice communications landscape. Our portfolio of secure voice call control, policy and routing, and session management products are now available for both cloud-native and embedded dedicated hardware deployment approaches, leading the industry with flexibility and scalability. We have further differentiated our solutions with advanced analytics-based applications such as end-to-end service assurance, security, and fraud management, deployed at scale by many of the largest global Service Providers across hundreds of millions of devices and end points.

Organization and Leadership Update

At the beginning of 2023, we implemented the final phase of the integration of Ribbon and the former ECI Telecom, which we acquired in 2020. The Business Unit structure we implemented three years ago has served us well, providing separate empowered teams focused on the unique aspects of our portfolio. But we are now seeing a growing number of opportunities where we can leverage technology from both businesses in a combined solution, and closer collaboration and coordination would be beneficial. As a result, we have combined the leadership of the business units under Sam Bucci as Chief Operating Officer.

We also combined our global sales organization under a new executive, Dan Redington. Dan’s recent experience leading the North American Service Provider segment for Juniper Networks is proving to be a great asset, and emphasizes the importance of IP Networking in our growth strategy.

We have implemented these changes under the banner of Ribbon 3.0, reflecting the continued transformation of the company. We believe these structural changes will enable us to reduce our spending in 2023 by ~5%, adding ~$20M to our profitability relative to our expenses in 2022.

TABLE OF CONTENTS

The Path Ahead

In addition to the improvements in the business fundamentals, our pipeline of new products, and our organizational changes, we have been successful in implementing a series of capital structure changes over the last year. We have raised ~$110M in new capital, enabling a reduction of our outstanding senior secured debt from ~$380M at December 31, 2021 to ~$250M at March 31, 2023. This provides us with a stable capital foundation on which to execute on our plan this year.

We are excited about the building momentum in our IP Optical Networks business, and are laser focused on achieving profitability in the second half of 2023 in this segment. In our Cloud & Edge business, the increased investment and focus we initiated ~21 months ago in the Enterprise market vertical is bearing fruit, and we have major opportunities with U.S. federal government agencies as they modernize their voice infrastructure beginning this year. As a result, we expect a significant improvement in profitability in 2023, setting the foundation for years to come.

We cordially invite you to participate in our annual meeting of stockholders at 10:00 a.m. (Eastern Time) on August 3, 2023, which will be held in a virtual meeting format. You will be able to attend the 2023 annual meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/RBBN2023.

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

June 20, 2023

TABLE OF CONTENTS

NOTICE OF 2023 ANNUAL MEETING
OF STOCKHOLDERS

2023 Annual Meeting
			Date and Time
August 3, 2023 10:00 a.m. Eastern Time
			Virtual Meeting URL
www.virtualshareholdermeeting.com/RBBN2023
			Record Date
You can vote electronically at, and are entitled to notice of, the 2023 Annual Meeting if you were a stockholder of record on June 9, 2023

Agenda
1			Election of eight directors named in the Proxy Statement
2			Ratification of the appointment of Deloitte & Touche LLP as Ribbon Communications’ independent registered public accounting firm for 2023
3			Approval, on a non-binding advisory basis, of the compensation of our named executive officers
4			Approval, on a non-binding advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers
5			Approval of an amendment to Ribbon’s Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation
6			Transaction of other business, if any, as may properly come before the meeting or any adjournment, continuation or postponement thereof

Voting
			Internet
www.proxyvote.com, 24/7
			Telephone
Toll-free 1 (800) 690-6903
			Mail
Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope
			During the Annual Meeting
Enter the 16-digit control number you received with your proxy or voting instructions and attend the webcast of the meeting via the internet: www.virtualshareholdermeeting.com/ RBBN2023

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 2023 Annual Meeting for a purpose germane to the 2023 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 Availability of Proxy Materials, proxy card or voting instructions for the 2023 Annual Meeting. For additional information, see “How can I attend the meeting?” in the section entitled “Information about the Annual Meeting” in the Proxy Statement.

Whether or not you expect to attend the 2023 Annual Meeting, we urge you to vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the 2023 Annual Meeting. If you send in your proxy card, you may still decide to attend the 2023 Annual Meeting and vote your shares electronically. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement.

June 20, 2023

[MISSING IMAGE: ph_patrickwmacken-lg4clr.jpg]

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 2022 Annual Report are first
being made available to stockholders on or about June 20, 2023.

TABLE OF CONTENTS

	1			SUMMARY INFORMATION
	7			CORPORATE GOVERNANCE AND BOARD MATTERS
	7			PROPOSAL 1 — Election of Directors
	9			Director Nominees
	15			Corporate Governance
	15			Oversight of Risk Management
	16			Board Composition and Stockholders Agreement
	17			Director Experience and Tenure
	18			Director Independence
	19			Meeting Attendance
	19			Board Committees
	24			Director Nomination Process
	24			Stockholder Nominations and Recommendations of Director Candidates
	25			Board Leadership Structure
	25			Executive Sessions of the Board
	25			Additional Governance Matters
	26			Transactions with Related Persons
	28			Director Compensation
	32			AUDIT MATTERS
	32			PROPOSAL 2 — Ratification 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
	37			EXECUTIVE COMPENSATION
	37			PROPOSAL 3 — Approval, on a Non-Binding Advisory Basis, of the Compensation of our Named Executive Officers
	38			Compensation Discussion and Analysis
	53			Compensation Committee Report
	54			Executive Compensation Tables
	54			2022 Summary Compensation Table
	55			Grants of Plan-Based Awards in 2022

	57			Outstanding Equity Awards at Fiscal Year-End
	59			2020 Stock Vested
	59			Severance and Change of Control Benefits
	62			Potential Payments Upon Termination or Upon Change in Control
	62			CEO Pay Ratio
	64			Pay Versus Performance Disclosures
	68			PROPOSAL 4 — Approval, on a Non-Binding, Advisory Basis, of the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers
	69			PROPOSAL 5 — Approval of an Amendment to the Ribbon Communications Inc. Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation
	70			STOCK INFORMATION
	70			Beneficial Ownership of Our Common Stock
	72			ADDITIONAL INFORMATION
	72			Information about the Annual Meeting
	78			Stockholder Proposals for Inclusion in 2023 Proxy Statement
	78			Stockholder Nominations and Proposals for Presentation at 2024 Annual Meeting
	78			Stockholders Sharing the Same Address
	79			Form 10-K
	79			Other Matters
	A-1			APPENDICES
	A-1			APPENDIX A — Second Certificate of Amendment to the Restated Certificate of Incorporation of Ribbon Communications Inc.
	B-1			APPENDIX B — Reconciliation of Non-GAAP Financial Measures

		IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON AUGUST 3, 2023
		This Proxy Statement and the 2022 Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com.

Ribbon Communications Inc. 2023 Proxy Statement | i

TABLE OF CONTENTS

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, supply chain disruptions resulting from component availability and/or geopolitical instabilities and disputes (including those related to the war in Ukraine); material litigation; failure to realize anticipated benefits of our acquisition of ECI; unpredictable fluctuations in quarterly revenue and operating results; the impact of fluctuations in interest rates; the impact of fluctuations of our EBITDA on compliance under our credit facility; material cybersecurity and data intrusion incidents, including any security breaches resulting in the theft, transfer, or unauthorized disclosure of customer, employee, or company information; our ability to comply with applicable domestic and foreign information security and privacy laws, regulations and technology platform rules or other obligations related to data privacy and security; 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, including inflation; the impact of restructuring and cost-containment activities; our ability to adapt to rapid technological and market changes; our ability to generate positive returns on our research and development; 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; higher risks in international operations and markets; increases in tariffs, trade restrictions or taxes on our products; currency fluctuations; unanticipated adverse changes in legal, regulatory or tax laws; future accounting pronouncements or changes in our accounting policies; and/or 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, 2022. 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. 2023 Proxy Statement

TABLE OF CONTENTS

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 2023 annual meeting of stockholders (the “2023 Annual Meeting”), we would like to call your attention to the following summary information about Ribbon, our 2022 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

We are a global provider of converged communications software and network solutions to service providers, enterprises, and critical infrastructure sectors.

				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.

2022 In Review and Path Ahead Highlights

Ribbon Communications Inc. 2023 Proxy Statement | 1

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Ribbon — A Strong Company Poised for Growth

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. We recently 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.

[MISSING IMAGE: tm223573d1-pc_social4clr.jpg]

2 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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:

[MISSING IMAGE: tm223573d2-tbl_highlipn.jpg]

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’ 2022 compensation (excluding the CEO) are:

[MISSING IMAGE: pc_averagetarget-pn.jpg]

In making its compensation decisions for 2022, 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 2022 annual meeting of stockholders, and

■

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

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:

Ribbon Communications Inc. 2023 Proxy Statement | 3

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

	Best Practices
	Six of nine current directors are independent Majority voting for director elections No staggered Board Separate Chairman and CEO roles Lead independent director Independent directors meet regularly without management present Board review (through its standing committees) of ESG strategies, activities, policies and communications				Annual review of CEO and other executive succession plans Code of Conduct applicable to Board Annual Board and committee self-assessments Share ownership guidelines for directors and Section 16 officers Standing Audit, Compensation and Nominating and Corporate Governance Committees comprised solely of independent directors Robust oversight of risk management

4 | Ribbon Communications Inc. 2023 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

Current Committee Membership

Audit

Compensation

Nominating
& Corporate
Governance

Technology
& Innovation

Mariano S. de Beer(1)
Partner, Nexo
Latam

June
2020

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

March
2020

Bruns H. Grayson [MISSING IMAGE: tm223573d2-icon_leadpn.jpg]

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

Scott Mair
Former President,
AT&T Network
Engineering &
Operations

September
2022

Shaul Shani [MISSING IMAGE: tm223573d2-icon_starbw.jpg]

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
Financial expert

(1)

Mr. de Beer will not stand for election at the 2023 Annual Meeting.

Ribbon Communications Inc. 2023 Proxy Statement | 5

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

[MISSING IMAGE: tm223573d2-pc_boardpn.jpg]

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	37
4	Approval, on a non-binding advisory basis, of the frequency of future votes on the compensation of our named executive officers		ANNUAL	68
5	Approval of an amendment to the Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation		FOR	69

6 | Ribbon Communications Inc. 2023 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 of Directors (the “Board”) has nominated the following eight director nominees for election to the Board to hold office until the 2024 annual meeting of stockholders (the “2024 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
	Scott Mair			JPM Stockholders
	Shaul Shani			Swarth (as defined below)
	Tanya Tamone			Swarth
	Bruns H. Grayson			Nominating and Corporate Governance Committee
	Beatriz V. Infante			Nominating and Corporate Governance Committee
	Bruce W. McClelland			Nominating and Corporate Governance Committee

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 attend the 2023 Annual Meeting.

Mariano de Beer, a current director designated by Swarth, has decided not to stand for election at the 2023 Annual Meeting. As a result, the Board has set the size of the Board of Directors, as of the 2023 Annual Meeting, at eight members and Swarth will temporarily waive its right to designate three directors as described below under “— Designation Rights.” If Swarth decides to designate a third director after the 2023 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 Swarth 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 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.

The directors designated for 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 approximately 31% and 16%, respectively, of Ribbon’s common stock as of June 9, 2023.

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

Ribbon Communications Inc. 2023 Proxy Statement | 7

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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 June 9, 2023)
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	0	0	0
Hispanic or Latinx	1	1	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	6	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. 2023 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.

[MISSING IMAGE: ph_stewartewing-lg4clr.jpg]

AGE 71

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 Bank, Chairman of the Audit Committee (2002 to present)

EDUCATION

■

B.S., Northwestern State University

SKILLS AND EXPERTISE

We believe Mr. Ewing brings to the Board executive leadership experience gained at CenturyLink, along with extensive financial expertise. We believe Mr. Ewing is qualified to serve on the Board because of his experience as chief financial officer at CenturyLink and his experience leading the integration of acquired companies into CenturyLink’s corporate structure and philosophy.

Ribbon Communications Inc. 2023 Proxy Statement | 9

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 75

COMMITTEES

■

Compensation

■

Nominating and Corporate Governance (Chair)

BRUNS H. GRAYSON

Lead Independent Director
Director since March 2020

BACKGROUND

ABS Ventures, a venture capital firm

■

Managing Partner (1983 to present)

Adler & Co.

■

Venture Capitalist (1980 to 1983)

McKinsey & Co., a management consulting firm

■

Associate (1978 to 1980)

U.S. Army

■

Captain (1970)

BOARD SERVICE

■

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

EDUCATION

■

Elected a Rhodes Scholar from California (1974)

■

J.D., University of Virginia School of Law

■

Master’s degree, Oxford University

■

B.A., Harvard College

SKILLS AND EXPERTISE

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.

10 | Ribbon Communications Inc. 2023 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_beatrizvinfante-lg4clr.jpg]

AGE 69

COMMITTEES

■

Audit

■

Compensation (Chair)

■

Technology and Innovation

BEATRIZ V. INFANTE

Independent Director
Director since October 2017

BACKGROUND

BusinessExcelleration LLC, a business consultancy specializing in corporate transformation and renewal

■

Chief Executive Officer (2009 to present)

ENXSUITE Corporation, a leading supplier of energy management solutions

■

Chief Executive Officer (2020 until its acquisition by Infor in 2011)

VoiceObjects Inc., a market leader in voice applications servers

■

Chief Executive Officer (2006 until its acquisition by Voxeo Corporation in 2008)

Sychron Inc., a data center automation company

■

Interim Chief Executive Officer (2004 to 2005)

Aspect Communications Corporation (“Aspect”), a market leader in communications solutions

■

Chief Executive Officer (April 2000 to October 2003)

■

Co-President and additional executive roles (October 1998 to April 2000)

BOARD SERVICE

■

Current National Association of Corporate Directors Board Leadership Fellow

■

PriceSmart, Inc., Chair of its Digital Transformation Committee, Chair of its Compensation Committee and Audit Committee member

BOARD SERVICE (cont’d)

■

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

■

Guardian Analytics, Advisory Board member

■

Infrascale, Chair of the Advisory Board

■

Aspect, Board Chair

■

Previously served as a director at a number of other public and privately held companies

EDUCATION

■

Master of Science degree, California Institute of Technology

■

B.S. and Engineering degree, Princeton University

SKILLS AND EXPERTISE

We believe Ms. Infante is qualified to serve on the Board due to her executive leadership experience, including as a chief executive officer of various companies, along with extensive operational expertise and experience in engineering, sales, and marketing.

Ribbon Communications Inc. 2023 Proxy Statement | 11

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

AGE: 62

COMMITTEES:

■

Audit

■

Technology & Innovation

SCOTT MAIR

Independent Director
Director since September 2022

BACKGROUND:

AT&T, a leading provider of telecommunications, media and technology services.

■

President, Network Engineering & Operations (2019 to 2022)

■

President of Operations (2017 to 2019)

■

Various other rolls (1985 to 2017)

BOARD SERVICE:

■

American Transmission Company, a private transmission-only utility (2021 to present)

EDUCATION:

■

B.A., University of Wisconsin-Platteville

■

Master of Industrial Technology, University of Wisconsin-Platteville

SKILLS AND EXPERTISE:

■

We believe Mr. Mair is qualified to serve on the Board due to his executive leadership experience and extensive operational expertise and experience primarily in the telecommunications industry in which the Company operates.

[MISSING IMAGE: ph_brucemcclelland-lg4clr.jpg]

AGE 56

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

■

B.E., the University of Saskatchewan

SKILLS AND EXPERTISE

We believe Mr. McClelland is qualified to serve on the Board due to his executive leadership experience, including as a chief executive officer of ARRIS, along with extensive operational expertise and experience in engineering.

12 | Ribbon Communications Inc. 2023 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_shaulshani-lg4clr.jpg]

AGE 68

COMMITTEES

■

None

SHAUL SHANI

Non-Independent Director
Director and Chairman of the Board since June 2020

BACKGROUND

Entrepreneur

Swarth Group, a private global investment company investing in public and private companies primarily in the communication services, technology, IT, cyber, renewable energy and real estate sectors as well as financial markets

■

Founder and Chairman (2006 to present)

Magnum Group, an investment group investing in telecom and tech ventures, including DSP Group (a major shareholder of AudioCodes which was taken public in 1999)

■

Founder (1994 to 2006)

Sapiens International Corporation, a software development company which was listed on the Nasdaq Stock Market in 1992

■

Founder and Chief Executive Officer (1989 to 1993)

Eurosoft, an IT company

■

Founder and Chief Executive Officer

Tecnomatix Technologies

■

Founder (1983)

Oshap Technologies Ltd., a developer of flexible automation software for robotics

■

Founder and Chief Executive Officer (1982 to 1985)

BOARD SERVICE

■

ECI (where Swarth Group was the controlling shareholder) (2007 to 2012), holding the position of Chairman (2009 to 2012)

■

Global Village Telecom, a telecommunications service provider in Brazil (where Swarth Group was the lead investor), Executive Chairman (1997 until its acquisition by the Vivendi Group in 2009)

■

DSP Group (serving as director on behalf of the Magnum Group) (1999 to 2000)

■

Sapiens International Corporation, Chairman (1989 to 1993)

■

held board positions at many private and public companies in the field of telecommunications and technology over the last 30 years

SKILLS AND EXPERTISE

We believe Mr. Shani is qualified to serve on the Board due to his extensive background in finance and private equity, his extensive knowledge of the telecommunication business and his experience serving as a director of companies in the telecommunications industry.

Ribbon Communications Inc. 2023 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: ph_richardwsmith-lg4clr.jpg]

AGE 70

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

■

B.A., 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. We believe Mr. Smith is qualified to serve on the Board due to his extensive background in finance and private equity and his experience serving as a director of companies in the telecommunications industry.

[MISSING IMAGE: ph_tanyatamone-lg4clr.jpg]

AGE 61

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.

14 | Ribbon Communications Inc. 2023 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

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 laws 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 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

Ribbon Communications Inc. 2023 Proxy Statement | 15

TABLE OF CONTENTS

Summary
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;

16 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

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, Mariano de Beer will not stand for election at the 2023 Annual Meeting. As a result, the size of the Board will be set at eight members effective as of the 2023 Annual Meeting and Swarth has waived its right to designate a third director. If Swarth decides to designate a third director after the 2023 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 Swarth 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.

Ribbon Communications Inc. 2023 Proxy Statement | 17

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

BOARD EXPERTISE

Director Skills
and Experience

Ewing

Grayson

Infante

Mair

McClelland

Shani

Smith

Tamone

Audit and
financial reporting

Executive
leadership

ESG
matters

Financial industry,
investments, M&A

Global business

Human capital
management

Legal, regulatory

Other public
company board

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, Scott Mair 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.

18 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

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 11 meetings during 2022, including four regular meetings and seven special 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 2022 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(1)

R. Stewart Ewing, Jr.

Bruns H. Grayson [MISSING IMAGE: tm223573d2-icon_leadpn.jpg]

Beatriz V. Infante

Bruce W. McClelland

Scott Mair

Shaul Shani [MISSING IMAGE: tm223573d2-icon_starbw.jpg]

Richard W. Smith

Tanya Tamone

Number of Meetings in 2022

Board — 11

Committee
Chair

Committee
Member

Chairman of
the Board

Lead Independent
Director

Audit Committee
financial expert

(1)

Mr. de Beer will not stand for election at the 2023 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;

Ribbon Communications Inc. 2023 Proxy Statement | 19

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

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.

20 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

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	■ Beatriz V. Infante	■ Scott Mair

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.

Ribbon Communications Inc. 2023 Proxy Statement | 21

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

COMPENSATION COMMITTEE
CURRENT COMMITTEE MEMBERS	All members of the Compensation Committee are independent
■ Beatriz V. Infante, Chair	■ Mariano S. de Beer	■ Bruns H. Grayson

KEY RESPONSIBILITIES

As described more fully in its charter, the Compensation Committee’s responsibilities include, among other things:

(i)

reviewing and approving the Company’s compensation plans, practices and policies for directors and executive officers, including a review of any risks arising from compensation practices and policies for employees that are reasonably likely to have a material adverse effect on the Company;

(ii)

reviewing the Company’s succession plans for executive officers, where requested to do so by the Board;

(iii)

making recommendations to the Board regarding the establishment and terms of any incentive compensation or equity-based plans and monitoring their administration;

(iv)

before selecting or receiving advice from a compensation advisor (other than in-house legal counsel), considering various factors relating to the independence of such advisor; and

(v)

reviewing the Company’s culture and policies and strategies related to human capital management, including with respect to diversity and inclusion initiatives, pay equity, talent and performance management and employee engagement.

The Compensation Committee may delegate its authority under its charter to one or more subcommittees or members of management, consistent with applicable law and SEC and Nasdaq rules. Specifically, the Compensation Committee may delegate to one or more executive officers of the Company the power to grant options or other equity awards pursuant to the Company’s equity plans to certain employees of the Company.

CHARTER

The Compensation Committee operates pursuant to a written charter adopted by the Board that reflects standards and requirements adopted by Nasdaq, a current copy of which is available at investors.ribboncommunications.com/corporate- governance/governance-highlights.

REPORT

The Compensation Committee Report is on page 53 of this proxy statement.

22 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

NOMINATING & CORPORATE GOVERNANCE COMMITTEE
CURRENT COMMITTEE MEMBERS	All members of the N&CG Committee are independent
■ Bruns H. Grayson, Chair	■ Stewart Ewing, Jr.	■ Tanya Tamone

KEY RESPONSIBILITIES

As described more fully in its charter, the Nominating & Corporate Governance Committee’s responsibilities include, among other things:

(i)

identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending to the Board candidates for:

(a)

nomination for election by the stockholders, and

(b)

any Board vacancies that are to be filled by the Board, subject to any rights regarding the selection of directors by holders of preferred shares and any other contractual or other commitments of the Company;

(ii)

developing and recommending to the Board, overseeing the implementation and effectiveness of, and recommending modifications as appropriate to, a set of corporate governance guidelines applicable to the Company;

(iii)

reviewing annually with the Board the composition of the Board as a whole and a succession plan in the event one or more directors ceases to serve for any reason;

(iv)

overseeing the annual self-evaluation of the Board, its committees, individual directors and management;

(v)

identifying appropriate director development and continuing education opportunities and making recommendations to the Board as appropriate; and

(vi)

reviewing the Company’s strategies, activities, policies and communications regarding ESG related matters and making recommendations to the Board as appropriate.

CHARTER

The Nominating and Corporate Governance Committee operates pursuant to a written charter adopted by the Board that reflects standards and requirements adopted by Nasdaq, a current copy of which is available at investors.ribboncommunications.com/corporate- governance/governance-highlights.

TECHNOLOGY & INNOVATION COMMITTEE
CURRENT COMMITTEE MEMBERS	All members of the T&I Committee are independent
■ Mariano S. de Beer, Chair	■ Beatriz V. Infante	■ Scott Mair

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.

Ribbon Communications Inc. 2023 Proxy Statement | 23

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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.”

24 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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 2024 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

Ribbon Communications Inc. 2023 Proxy Statement | 25

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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, 2022.

Stockholders Agreement

The Company has 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 its affiliates beneficially owning a number of Ribbon common stock that is greater than 120% of the

26 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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.

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.

Private Placements

On August 12, 2022, the Company entered into a Securities Purchase Agreement with certain investors for the sale (the “Common Equity Offering”) in a private placement by the Company of 17,071,311 shares (the “Shares”) of the Company’s common stock, at a price of $3.05 per share. Participants in the Common Equity Offering included affiliates of the JPM Stockholders (who purchased 1,639,344 Shares in the Common Equity Offering) and Swarth (who purchased 1,639,344 shares in the Common Equity Offering).

On March 28, 2023, the Company entered into a Securities Purchase Agreement with certain investors for the sale (the “Preferred Equity Offering”) in a private placement of (i) 55,000 shares of the Company’s Series A preferred stock, par value $0.01 per share (the “Series A Preferred Stock”), at a price per share of $970, and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 4,858,090 shares of the Company’s common stock at an exercise price of $3.77 per share. Participants in the Preferred Equity Offering included affiliates of the JPM Stockholders (who purchased 5,000 shares of Series A Preferred Stock and Warrants to purchase 441,645 shares of common stock) and Swarth (who purchased 5,000 shares of Series A Preferred Stock and Warrants to purchase 441,645 shares of common stock). The Securities Purchase Agreement for the Preferred Equity Offering provides the investors party thereto with certain registration rights that required the Company to file a registration statement on Form S-3 with the SEC within 30 days following the closing of the Preferred Equity Offering to register the Series A Preferred Stock, the Warrants and the common stock underlying the Warrants for resale by such investors (which registration statement was filed on April 4, 2023). The Company also agreed, among other others things, to indemnify the selling securityholders under the registration statement on Form S-3 from certain liabilities and to pay all fees and expenses incident to the Company’s performance of our compliance with the registration of the Series A Preferred Stock, Warrants and the shares of common stock underlying the Warrants.

The terms of the Common Equity Offering and the Preferred Equity Offering, including the participation by affiliates of the JPM Stockholders and Swarth, were reviewed and approved by the Board and the Audit Committee thereof.

Registration Rights Agreement

In connection with the Common Equity Offering, the Company entered into a Second Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with the investors in the Common Equity Offering, including the JPM Stockholders and Swarth.

Ribbon Communications Inc. 2023 Proxy Statement | 27

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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. We filed a registration statement on Form S-3 on September 14, 2023 registering for resale the shares of common stock held by the participants of the Common Equity Offering.

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”). Fees payable for service under the Director Compensation Policy are set forth in the table below. 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 elected to receive 100% of the cash fees payable to him in shares of the Company’s common stock.

28 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

The following table describes the components of the non-employee directors’ compensation for 2022:

	Compensation Element			Compensation Payment
	Annual Retainer			$60,000(1)(2)
	Annual Equity Retainer			$120,000(1) in restricted stock units that vest after one year (or, if earlier, on the date of the next annual meeting if the non- employee director does not stand for re-election or is not re- elected by stockholders of the Company)
	Committee Fees(3)
	Audit Committee			$15,000
	Compensation Committee			$10,000
	Nominating and Corporate Governance Committee			$5,000
	Technology and Innovation Committee			$5,000
	Non-Executive Chairman Fee(3)			$50,000(2)
	Lead Independent Director Fee(3)			$50,000
	Chair Fees(3)
	Audit Committee			$25,000
	Compensation Committee			$17,000
	Nominating and Corporate Governance Committee			$10,000
	Technology and Innovation Committee			$10,000
	New Director Retainer			New non-employee directors will receive a pro rata annual equity award of restricted stock units, with the proration based on the number of months of service until the month of the Company’s next annual stockholders meeting
	Stock Ownership Guidelines			Directors are expected to hold all of the shares of the Company’s common stock granted to them and to maintain such amount of stock ownership throughout their tenure as a director

(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 2022.

(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.

Ribbon Communications Inc. 2023 Proxy Statement | 29

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

Total Director Compensation for 2022

The following table contains information on compensation earned by each non-employee member of our Board during 2022:

Director	Fees Earned or Paid in Cash ($)		Stock Awards(1) ($)		Total(2) ($)
Mariano S. de Beer		81,021		120,000		201,021
R. Stewart Ewing, Jr.		105,000		120,000		225,000
Bruns H. Grayson		146,250(3)		120,000		266,250
Beatriz V. Infante		107,000		120,000		227,000
Scott Mair(4)		21,555		92,712		114,267
Krish A. Prabhu(5)		30,040		120,000		150,040
Shaul Shani(6)		0		120,000		120,000
Richard W. Smith(7)		0		0		0
Tanya Tamone		65,000		120,000		185,000

(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 2022. The grants made to each director during 2022 were as follows:

Director

Restricted Stock Units (“RSUs”)
(#)

Grant Date Fair Value
($)

Mariano S. de Beer

38,585(a)

120,000

R. Stewart Ewing, Jr.

38,585(a)

120,000

Bruns H. Grayson

38,585(a)

120,000

Beatriz V. Infante

38,585(a)

120,000

Scott Mair

40,309(b)

92,712

Krish A. Prabhu

—

Shaul Shani

38,585(a)

120,000

Richard W. Smith

—

Tanya Tamone

38,585(a)

120,000

(a)

Annual director RSU award granted on June 15, 2022 that vested on June 15, 2023.

(b)

Mr. Mair joined the Board on September 7, 2022 and received a pro-rated award with the number of shares based on closing stock price of Ribbon common stock as of the time of grant. The grant vested on June 15, 2023.

30 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

As of December 31, 2022, our non-employee directors held an aggregate of 271,819 unvested restricted stock units as follows:

Director	No. of Unvested RSUs Held as of December 31, 2022 (#)
Mariano S. de Beer		38,585
R. Stewart Ewing, Jr.		38,585
Bruns H. Grayson		38,585
Beatriz V. Infante		38,585
Scott Mair		40,309(a)
Shaul Shani		38,585
Richard W. Smith		—
Tanya Tamone		38,585

(a)

Mr. Mair joined the Board on September 7, 2022 and received a pro-rated award with the number of shares based on closing stock price of Ribbon common stock as of the time of grant.

(2)

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

(3)

Pursuant to the Director Compensation Policy, Mr. Grayson elected to receive 100% of the cash fees otherwise payable to him in unrestricted shares of our common stock.

(4)

Mr. Mair joined the Board on September 7, 2022.

(5)

Mr. Prabhu did not stand for re-election at the 2022 Annual Meeting of Stockholders held in May 2022.

(6)

Mr. Shani waived receipt of any cash compensation for his service as a director in 2022.

(7)

Mr. Smith is not entitled to any equity compensation in connection with his service as a director. Mr. Smith waived receipt of any cash compensation for his service as a director in 2022.

Ribbon Communications Inc. 2023 Proxy Statement | 31

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

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, 2023. 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 2023 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, 2024. Even if the proposal is approved at the 2023 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 2023 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 as our independent registered public accounting firm for 2023.

Deloitte Fees

The following is a summary and description of fees for services provided by Deloitte in 2022 and 2021:

	Fiscal Year Ended
Fee Category	2022 ($)		2021 ($)
Audit fees(1)		2,683,171		2,551,006
Audit-related fees(2)		—		15,000
Tax fees(3)		46,850		150,494
All other fees(4)		3,750		3,790
Total		2,733,771		2,720,290

(1)

Audit fees. These amounts for 2022 represent fees for the audit of our consolidated financial statements included in our 2022 Annual Report on Form 10-K (the “2022 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.

32 | Ribbon Communications Inc. 2023 Proxy Statement

TABLE OF CONTENTS

Summary
Information

Corporate
Governance and
Board Matters

Audit
Matters

Executive
Officers

Executive
Compensation

Stock
Information

Additional
Information

Appendix

(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.

(4)

All other fees. All other fees consist of professional products and services other than the services reported above, including fees for our subscription to Deloitte’s online accounting research tool.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services

The Audit Committee has adopted a policy to pre-approve audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Prior to engagement of the independent registered public accounting firm for the next year’s audit, the independent registered public accounting firm and our management submit a list of services expected to be rendered during that year for each of the four categories of services to the Audit Committee for approval. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The independent registered public accounting firm and our management periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval process. The Audit Committee may also pre-approve particular services on a case-by-case basis. The Audit Committee pre-approved all of the services and fees of Deloitte set forth above in accordance with such policy.

Our Audit Committee requires the regular rotation of the lead audit partner and concurring partner as required by Section 203 of the Sarbanes-Oxley Act of 2002 and is responsible for recommending to our Board policies for hiring employees or former employees of the independent registered public accounting firm. The Audit Committee has determined that the provision of services described above to us by Deloitte is compatible with maintaining Deloitte’s independence.

Ribbon Communications Inc. 2023 Proxy Statement | 33

TABLE OF CONTENTS