tm248823-1_nonfiling - none - 20.8070597s
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.

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Dear Stockholders,
As we approach the 2024 annual stockholders meeting, I would like to thank you for your support and investment in Ribbon Communications Inc. (“Ribbon”) over this last year. Your trust and confidence in our vision and strategy is one the key pillars to our success.
At the forefront of Ribbon’s agenda is our dedication to enhancing shareholder value. Our shareholders are instrumental in our journey of growth and success.
Reflecting on 2023
This last year has been a transformative year for Ribbon and it was marked by many key milestones.

The diversification in our business was extremely important last year. Despite significantly lower spending from the large U.S. Tier One service providers, Ribbon’s sales increased 1% year over year.

Sales in our IP Optical Networks business grew 12% in 2023 as our cross-selling strategy continued to gain momentum and accounted for over 20% of sales in the segment. This included growth and new wins in key regions including North America, India, Japan, and Middle East Africa.

In our Cloud & Edge segment, sales to Enterprise customers increased 26% in 2023. This included Fortune 1000 customers in multiple market verticals including finance, healthcare, and energy, as well as breakthrough sales to U.S. federal agencies as they begin to modernize their communication infrastructure. We also had success expanding our global footprint with several international service provider voice network transformation projects.

Profitability for Ribbon improved significantly with a 41% improvement in adjusted EBITDA (please see Appendix A of the accompanying proxy statement for a reconciliation of this non-GAAP measure) as compared to 2022. This included a positive contribution from our IP Optical Networks segment in the second half of the year — a major milestone for the business!

Improving our balance sheet continues to be a top priority. In 2023, we reduced our operational expenses by over $20M, and with the help of our investors, we reduced our senior term loan debt by $95M.

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Innovation is also top of our agenda, and this was reflected by the introduction of multiple new products across our portfolio. We added new routing platforms that significantly expand our addressable market, and we introduced a new optical transport platform, the Apollo 9400, that includes support for industry-leading 1.2Terabit per second optical wavelengths. We also continue to add new applications to our Analytics platform, leveraging AI to provide our customers with greater visibility and automation to manage their networks more effectively.

Resiliency of our employees was demonstrated in October of last year when the world woke up to the terrible news of the war in Israel. Our primary focus then and now, is the safety and wellbeing of our employees and their families in the region.

Our ongoing focus on sustainability and diversity were recognized with Ribbon once again being included in Newsweek’s List of America’s Most Responsible Companies for 2023, and being named one of Newsweek’s greatest workplaces for women in 2024.

 
Momentum going into 2024
Looking forward to 2024 and beyond, we have a solid foundation to build on to profitably grow our business. The demand for more bandwidth continues to grow exponentially, fueling the investment in fiber network expansion particularly in the Intelligent Middle Mile. We expect new AI applications will super-charge this further with more stringent service level requirements. We believe this will be a catalyst for continued growth for Ribbon as we continue our cross-selling strategy and translate into significant value creation for our investors and employees.
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We will continue to innovate and invest in new product capabilities to further differentiate our solution offerings. This includes enhancements to MuseTM, our IP routing Network Operating System, additional high capacity routing platforms, and innovative use of coherent optics across both transport and routing to achieve the lowest possible cost of ownership for our customers.
We will also continue to lead in the migration of telecommunications network services to the cloud, supporting both public and private cloud deployment models. This flexible technology approach allows us to address the growing Enterprise and federal unified communications markets as well as global service providers.
We will stay focused on improving Ribbon's capital structure with further operational efficiencies and the planned refinancing of our current senior credit facility in the first half of this year.
And finally, we will continue to strive to deliver exceptional support for our customers with best in class products, with the goal of expanding our presence across the globe.
Your support is instrumental in our journey of growth and success. I want to personally thank you for your support and continued confidence in Ribbon this last year. Your participation in the stockholder’s meeting is invaluable, and we encourage you to exercise your voting rights by promptly voting your proxy. Your input and feedback are essential as we strive to build a stronger, more resilient Ribbon in 2024.
Sincerely,
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Bruce McClelland
President and CEO
April 12, 2024
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Bruce McClelland,
President and CEO

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NOTICE OF 2024 ANNUAL MEETING
OF STOCKHOLDERS
2024 Annual Meeting
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Date and Time
June 4, 2024
10:00 a.m. Eastern Time
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Virtual Meeting URL
www.virtualshareholdermeeting.com/RBBN2024
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Record Date
You can vote electronically at, and are entitled to notice of, the 2024 Annual Meeting if you were a stockholder of record on April 8, 2024.
Voting
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Internet
www.proxyvote.com, 24/7
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Telephone
Toll-free 1 (800) 690-6903
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Mail
Mark, sign and date your proxy card or voting instruction form and return it in the postage-paid envelope
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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/
RBBN2024
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 2024
3
Approval, on a non-binding advisory basis, of the compensation of our named executive officers
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 2024 Annual Meeting for a purpose germane to the 2024 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 2024 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 2024 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 2024 Annual Meeting. If you send in your proxy card, you may still decide to attend the 2024 Annual Meeting and vote your shares electronically. Your proxy is revocable in accordance with the procedures set forth in the accompanying proxy statement.
April 12, 2024
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By Order of the Board of Directors,
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Patrick W. Macken
Executive Vice President, Chief Legal Officer
and Corporate Secretary
This Proxy Statement, form of proxy and the 2023 Annual Report are first
being made available to stockholders on or about April 12, 2024.

TABLE OF CONTENTS
1
7
7
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
27
Director Compensation
30
30
30
Deloitte Fees
31
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services
32
Audit Committee Report
33
35
35
36
Compensation Discussion and Analysis
51
Compensation Committee Report
52
Executive Compensation Tables
52
53
55
57
58
60
61 CEO Pay Ratio
63 Pay Versus Performance Disclosures
67
67 Beneficial Ownership of Our Common Stock
70
70 Information about the Annual Meeting
75 Stockholder Proposals for Inclusion in 2025 Proxy Statement
75 Stockholder Nominations and Proposals for Presentation at 2025 Annual Meeting
76 Stockholders Sharing the Same Address
76 Form 10-K
76 Other Matters
A-1
A-1
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2024
This Proxy Statement and the 2023 Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com.
Ribbon Communications Inc. 2024 Proxy Statement |i

Cautionary Note Regarding Forward-Looking Statements
This proxy statement (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. 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, the effects of geopolitical instabilities and wars, including in Israel and Ukraine (and the impact of sanctions and trade restrictions imposed as a result thereof); operational disruptions at facilities located in Israel including as a result of military call-ups of our employees in Israel, closure of the offices there or the temporary or long-term closure of contract manufacturing in the region; the potential impact of litigation; risks related to supply chain disruptions, including as a result of component availability; risks that we will not realize the estimated cost savings and/or anticipated benefits from our strategic restructuring efforts; the impact of restructuring and cost-containment activities; unpredictable fluctuations in quarterly revenue and operating results; risks related to the terms of our credit agreement including compliance with the financial covenants; risks resulting from rising interests rates and inflationary pressures; risks related to cybersecurity and data intrusion; failure to compete successfully against telecommunications equipment and networking companies; failure to grow our customer base or generate recurring business from existing customers; credit risks; the timing of customer purchasing decisions and our recognition of revenues; macroeconomic conditions, including inflation; market acceptance of our products and services; rapid technological and market change; the ability to protect our intellectual property rights and obtain necessary licenses; the ability to maintain partner, reseller, distribution and vendor support and supply relationships; the potential for defects in our products; increases in tariffs, trade restrictions or taxes on our products; and currency fluctuations.
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 (the “SEC”), including, without limitation, our Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”). 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. 2024 Proxy Statement

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 2024 annual meeting of stockholders (the “2024 Annual Meeting”), we would like to call your attention to the following summary information about Ribbon, our 2023 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 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.
Overview
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$826M
2023 Total Revenue
1,000+
Customers
140+
Countries We Serve
1,000+
Patents (Granted and
Applications)
~3,100
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.
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Ribbon Communications Inc. 2024 Proxy Statement |1

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
2023 Business Highlights(1)
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Ribbon’s Strategic Pillars
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2|Ribbon Communications Inc. 2024 Proxy Statement

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:
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We believe that our executive compensation program supports our business strategies and talent management objectives and is consistent with sound governance practices that are intended to best serve our stockholders’ long-term interests. The components of the named executive officers’ (“NEOs”) 2023 compensation are:
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In making its compensation decisions for 2023, 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 2023 annual meeting of stockholders, and

the achievement of the compensation objectives set by the Compensation Committee.
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Ribbon Communications Inc. 2024 Proxy Statement |3

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
Corporate Governance
Ribbon is committed to operating ethically, efficiently and inclusively. It has always been paramount to our way of doing business to act with the utmost integrity, honesty and transparency. Our commitment to ethical business practices guides us in our compliance with national and international laws and regulations and we believe strong corporate governance is critical to our long-term success. Highlights of our corporate governance include:
Best Practices
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Five of eight current directors are independent
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Majority voting for director elections
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No staggered Board
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Separate Chairman and CEO roles
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Lead independent director
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Independent directors meet regularly without management present
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Board review (through its standing committees)
of ESG strategies, activities, policies and
communications
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Annual review of CEO and other executive succession plans
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Code of Conduct applicable to Board
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Annual Board and committee self-assessments
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Share ownership guidelines for directors and Section 16 officers
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Standing Audit, Compensation and Nominating, Sustainability and Corporate Governance Committees comprised solely of independent directors
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Robust oversight of risk management
4|Ribbon Communications Inc. 2024 Proxy Statement

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,
Sustainability &
Corporate
Governance
Technology
& Innovation
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R. Stewart Ewing, Jr.
Chief Financial
Officer, InterMountain
Management
72
March
2020
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0
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Bruns H. Grayson
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Managing Partner,
ABS Ventures
76
October 
2017
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0
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Beatriz V. Infante
Chief Executive Officer, Business Excelleration
LLC
70
October 
2017
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2
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Bruce W. McClelland
President and Chief
Executive Officer,
Ribbon
Communications Inc.
57
March 
2020
0
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Scott Mair
Former President,
AT&T Network
Engineering &
Operations
63
September 
2022
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0
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Shaul Shani[MISSING IMAGE: tm223573d2-icon_starbw.jpg]
Founder and
Chairman,
Swarth Group
69
June 
2020
0
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Richard W. Smith
Chairman of Private
Capital, JPMorgan
Chase & Co.
71
October 
2017
0
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Tanya Tamone
Chief Executive
Officer, Sogerco S.A.
62
June 
2020
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0
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Committee
Chair
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Committee
Member
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Chairman
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Lead Independent
Director
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Audit Committee
Financial expert
Ribbon Communications Inc. 2024 Proxy Statement |5

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
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Annual Meeting Proposals
Proposal
Board Recommendation
Page Reference
1
Election of eight directors as named in this Proxy Statement
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FOR each of the nominees
7
2
Ratification of the appointment of auditors
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FOR
30
3
Approval, on a non-binding advisory basis, of the
compensation of our named executive officers
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FOR
35
6|Ribbon Communications Inc. 2024 Proxy Statement

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
CORPORATE GOVERNANCE AND BOARD MATTERS
1
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 2025 annual meeting of stockholders (the “2025 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, Sustainability and Corporate Governance Committee
Beatriz V. Infante
Nominating, Sustainability and Corporate Governance Committee
Bruce W. McClelland
Nominating, Sustainability 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 2024 Annual Meeting.
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, unless otherwise agreed, 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 April 8, 2024.
The Board has set the size of the Board of Directors at eight members and Swarth has temporarily waived its right to designate three directors as described above. If Swarth decides to designate a third director after the 2024 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.
The Company has agreed to take all necessary actions within its control to include both the JPM Stockholders’ and Swarths’ designees in the slate of nominees recommended by the Board for election of directors and to cause the stockholders of the Company to elect the designees. For so long as the JPM Stockholders or Swarth has the right to designate a director under the Stockholders
Ribbon Communications Inc. 2024 Proxy Statement |7

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
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, Sustainability and Corporate Governance Committee, either affirmatively in favor of such nominee, or in the same proportion to all shares voted by other stockholders of the Company.
Independence of Director Nominees
Except for Bruce W. McClelland, our President and CEO, Shaul Shani and Richard W. Smith, each of our nominees is independent according to the director independence standards set forth in our Corporate Governance Guidelines, which meet the director independence standards of the Nasdaq Stock Market (“Nasdaq”). For more information, see “Corporate Governance and Board Matters — Director Independence.” We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should become unable to serve, or for good cause will not serve as a director, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. In the event any director designated by either the JPM Stockholders or Swarth is unable to serve, the JPM Stockholders or Swarth, as the case may be, are entitled to designate a replacement director, subject to the conditions set forth in the Stockholders Agreement.
Board Diversity
Nasdaq Board Diversity Matrix (As of April 8, 2024)
Total Number of Directors
8
Female
Male
Non-Binary
Gender
Undisclosed
Gender
Directors
2
6
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
0
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
1
The Board recommends that stockholders vote FOR the election of
each of the nominees listed above.
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8|Ribbon Communications Inc. 2024 Proxy Statement

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, Sustainability and Corporate Governance Committee to determine that it is appropriate to nominate these individuals as directors.
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AGE 72
COMMITTEES

Audit (Chair and Audit Committee Financial Expert)

Nominating, Sustainability 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. 2024 Proxy Statement |9

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 76
COMMITTEES

Compensation

Nominating, Sustainability 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. 2024 Proxy Statement

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 70
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 (2010 until its acquisition by Infor in 2011)
VoiceObjects Inc., a market leader in voice applications servers

Chief Executive Officer (2006 until its acquisition by Voxeo Corporation in 2008)
Sychron Inc., a data center automation company

Interim Chief Executive Officer (2004 to 2005)
Aspect Communications Corporation, a market leader in communications solutions

Chief Executive Officer (April 2000 to October 2003)

President and additional executive roles (October 1998 to April 2000)
BOARD SERVICE

Current National Association of Corporate Directors Board Leadership Fellow

PriceSmart, Inc., Chair of its Digital Transformation Committee, and Audit Committee member
BOARD SERVICE (cont’d)

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

Ultratech, Inc., Member of Nominating & Governance Committee

Emulex Corporation, Chair of Nominating & Governance Committee and member of Compensation Committee

101data, Chair of Compensation Committee and Chair of Audit Committee

Infrascale, Director and Chair of 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. 2024 Proxy Statement |11

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
[MISSING IMAGE: ph_scottmair-lg4c.jpg]
AGE: 63
COMMITTEES:

Audit

Technology & Innovation (Chair)
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)

Gigapower, LLC, a joint venture between BlackRock and AT&T to build fiber-based broadband outside of AT&T’s traditional geographic footprint. (2022 to present)

Fortress Solutions, a private telecom services company serving both large telecom operators and enterprise businesses for logistics as well as repair and maintenance capabilities (2022 to present)
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.
 
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AGE 57
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., a global network infrastructure provider

Chief Operating Officer, responsible for the combined portfolio of products and services (April 2019 to August 2019)
ARRIS International plc (“ARRIS”), a telecommunications equipment manufacturing company

Chief Executive Officer (September 2016 until its sale to CommScope in April 2019)

served in numerous leadership roles during 20 years at ARRIS and managed the successful acquisition and integration of the Ruckus Wireless and Brocade ICX Campus switching business from Broadcom Inc., a major step in diversifying the ARRIS business beyond the service provider market into the broader enterprise market, while strengthening the company’s wireless technology capabilities
ARRIS (cont’d)

held several other roles at ARRIS, including President of Network & Cloud and Global Services (April 2013 to August 2016)

authored several communications-related patents
Nortel Networks Corporation and Bell Northern Research (“BNR”)

served in leadership roles for eleven years

began his career with BNR in Ottawa, Canada, responsible for the development of Nortel’s SS7 switching products immediately prior to joining ARRIS
EDUCATION

B.E., the University of Saskatchewan
SKILLS AND EXPERTISE
We believe Mr. McClelland is qualified to serve on the Board due to his executive leadership experience, including as a chief executive officer of ARRIS, along with extensive operational expertise and experience in engineering.
 
12|Ribbon Communications Inc. 2024 Proxy Statement

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 69
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. 2024 Proxy Statement |13

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 71
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 44 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.
 
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AGE 62
COMMITTEES

Compensation

Nominating, Sustainability 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. 2024 Proxy Statement

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
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Annual election of all directors
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Majority voting for director elections
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Separate Chairman and CEO
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Appointment of lead independent director
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Substantial majority of independent directors
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Independent directors meet without management
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Board with wide range of experience and skills
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Annual equity grant to non-employee directors
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Annual Board and committee self-assessments
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Annual advisory approval of executive compensation
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Disclosure Committee for financial reporting
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Review and approval policy for related party transactions
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Share ownership guidelines for our CEO, certain officers and our non-employee directors
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Clawback policy for recovering incentive-based compensation following an accounting restatement
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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
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THE AUDIT
COMMITTEE
THE COMPENSATION
COMMITTEE
THE NOMINATING,
SUSTAINABILITY AND
CORPORATE
GOVERNANCE COMMITTEE
THE TECHNOLOGY
AND INNOVATION
COMMITTEE
oversees and evaluates:

financial, internal control, enterprise and cyber security risks
oversees and evaluates:

risks related to our compensation policies
oversees and evaluates:

risks related to sustainability and governance
oversees and evaluates:

risks related to significant R&D decisions
Ribbon Communications Inc. 2024 Proxy Statement |15

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 eight 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. 2024 Proxy Statement

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.
The size of the Board is currently set at eight members and Swarth has temporarily waived its right to designate a third director. If Swarth decides to designate a third director after the 2024 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, Sustainability and Corporate Governance Committee practices a long-term approach to board refreshment. The Nominating, Sustainability 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, Sustainability and Corporate Governance Committee recruit directors who help achieve the goal of an experienced, diverse Board that functions effectively as a group. The Nominating, Sustainability 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 Nominating, Sustainability and Corporate Governance 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. 2024 Proxy Statement |17

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
BOARD EXPERTISE
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Director Skills
and Experience
Ewing
Grayson
Infante
Mair
McClelland
Shani
Smith
Tamone
#
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Audit and
financial reporting
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3
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Executive
leadership
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8
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ESG
matters
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6
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Financial industry,
investments, M&A
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7
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Global business
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5
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Human capital
management
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8
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Legal, regulatory
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3
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Other public
company board
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6
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Sales and
marketing
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2
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Strategic planning,
operations
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7
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Risk management
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8
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Technology, digital,
communications
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7
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 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.
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Meeting Attendance
Our Board recognizes the importance of director attendance at Board and committee meetings. Our Board held seven meetings during 2023, including four regular meetings and three 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 current members of the Board attended our 2023 annual meeting of stockholders.
Board Committees
Our Board has four standing committees:
The Audit Committee
The Compensation
Committee
The Nominating, Sustainability
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,
Sustainability and
Corporate
Governance
Technology
and Innovation
R. Stewart Ewing, Jr.
[MISSING IMAGE: tm223573d2-icon_tickpn.jpg]
[MISSING IMAGE: tm223573d2-icon_chairpn.jpg][MISSING IMAGE: tm223573d2-icon_auditbw.jpg]
[MISSING IMAGE: tm223573d2-icon_circlepn.jpg]
Bruns H. Grayson  [MISSING IMAGE: tm223573d2-icon_leadpn.jpg]
[MISSING IMAGE: tm223573d2-icon_tickpn.jpg]
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[MISSING IMAGE: tm223573d2-icon_chairpn.jpg]
Beatriz V. Infante
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[MISSING IMAGE: tm223573d2-icon_circlepn.jpg]
[MISSING IMAGE: tm223573d2-icon_chairpn.jpg]
[MISSING IMAGE: tm223573d2-icon_circlepn.jpg]
Bruce W. McClelland
Scott Mair
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[MISSING IMAGE: tm223573d2-icon_circlepn.jpg]
[MISSING IMAGE: tm223573d2-icon_chairpn.jpg]
Shaul Shani  [MISSING IMAGE: tm223573d2-icon_starbw.jpg]
Richard W. Smith
Tanya Tamone
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Number of Meetings in 2023
Board — 7
10
4
4
3
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Committee
Chair
[MISSING IMAGE: tm223573d2-icon_circlepn.jpg]
Committee
Member
[MISSING IMAGE: tm223573d2-icon_starbw.jpg]
Chairman of
the Board
[MISSING IMAGE: tm223573d2-icon_leadpn.jpg]
Lead Independent
Director
[MISSING IMAGE: tm223573d2-icon_auditbw.jpg]
Audit Committee
financial expert
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, Sustainability and Corporate Governance Committee will be comprised of three “independent directors” under the Stockholders Agreement, at least one of whom must be a designee of JPM Stockholders;
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(ii)
a designee of the JPM Stockholders must be the Chairman of each of the Nominating, Sustainabiity 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, Sustainability 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, Sustainability and Corporate Governance Committee and the Compensation Committee.
The Nominating, Sustainability and Corporate Governance Committee determines the size and membership of each of the Audit Committee, the Compensation Committee, the Technology and Innovation Committee and all other committees established by the Board, provided that:
(i)
such determination will comply with mandatory legal and listing requirements;
(ii)
for as long as the JPM Stockholders have the right to nominate at least one director to the Board who is eligible to serve on such committee, at least one member of each such committee will be a designee of the JPM Stockholders; and
(iii)
for so long as Swarth has the right to nominate at least one director to the Board who is eligible to serve on such committee, at least one member of each such committee must be a designee of Swarth.
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AUDIT COMMITTEE
CURRENT COMMITTEE MEMBERS
[MISSING IMAGE: tm223573d2-icon_tickpn.gif]All members of the 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, enterprise 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 32 of this Proxy Statement.
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COMPENSATION COMMITTEE
CURRENT COMMITTEE MEMBERS
[MISSING IMAGE: tm223573d2-icon_tickpn.gif]All members of the committee are independent

Beatriz V. Infante, Chair

Bruns H. Grayson

Tanya Tamone
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 51 of this Proxy Statement.
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NOMINATING, SUSTAINABILITY & CORPORATE GOVERNANCE COMMITTEE
CURRENT COMMITTEE MEMBERS
[MISSING IMAGE: tm223573d2-icon_tickpn.gif]All members of the committee are independent

Bruns H. Grayson, Chair

Stewart Ewing, Jr.

Tanya Tamone
KEY RESPONSIBILITIES
As described more fully in its charter, the Nominating, Sustainability & 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, Sustainability 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
[MISSING IMAGE: tm223573d2-icon_tickpn.gif]All members of the committee are independent

Scott Mair, Chair

Beatriz V. Infante
KEY RESPONSIBILITIES
As described more fully in its charter, the Technology & Innovation Committee’s responsibilities include, among other things, reviewing and discussing with the Company’s management:
(i)
the Company’s overall corporate strategy and approach to leverage technological and commercial innovation to accomplish the financial and market goals established by the Company including business performance, market share growth and competitive leadership;
(ii)
significant investments in technology and software by the Company;
(iii)
technology risks, opportunities and trends that could significantly affect the Company and the businesses in which it operates; and
(iv)
the direction and effectiveness of the Company’s research and development operations.
CHARTER
The Technology and Innovation Committee operates pursuant to a written charter adopted by the Board, a current copy of which is available at investors.ribboncommunications.com/corporate- governance/governance-highlights.
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Director Nomination Process
The Nominating, Sustainability 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, Sustainability 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, Sustainability and Corporate Governance Committee applies the criteria generally set forth in the Nominating, Sustainability and Corporate Governance Committee Charter. The process followed by the Nominating, Sustainability 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, Sustainability 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, Sustainability and Corporate Governance Committee and the Board also focus on ensuring that the Board reflects diversity, including in experiences, backgrounds and skills. The Nominating, Sustainability 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, Sustainability and Corporate Governance Committee for consideration as potential director candidates should send their recommendation to:
[MISSING IMAGE: tm223573d2-icon_mailpn.jpg]
The Nominating, Sustainability & 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, Sustainability 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, Sustainability and Corporate Governance Committee will consider director candidates recommended by stockholders
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in the same manner as candidates recommended by the Nominating, Sustainability and Corporate Governance Committee, as described above in “Director Nomination Process.
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 2025 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
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Conduct and the charters of our Audit Committee, Compensation Committee, Nominating, Sustainability and 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:
[MISSING IMAGE: tm223573d2-icon_mailpn.jpg]
Investor Relations Department
Ribbon Communications Inc.
6500 Chase Oaks Blvd., Suite 100
Plano, Texas 75023
[MISSING IMAGE: tm223573d2-icon_phonepn.jpg]
(978) 614-8050
[MISSING IMAGE: tm223573d2-icon_mailcompn.jpg]
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, 2023.
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
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its affiliates beneficially owning a number of Ribbon common stock that is greater than 120% of the number of voting shares of Ribbon common stock held by the JPM Stockholders or Swarth, as applicable, on March 3, 2020 (or such lower number as specified in the Stockholders Agreement).
The standstill restrictions apply from the date of the Stockholders Agreement until the earlier of (i) the entry by Ribbon into a definitive agreement constituting a change of control transaction as discussed in further detail below and (ii) such date as the JPM Stockholders or Swarth, as applicable, no longer has a right to designate any members of the Board.
Change of Control
Without the approval of a majority of the disinterested directors serving on the Board, neither the JPM Stockholders nor Swarth may enter into or affirmatively support any transaction resulting in a change of control of Ribbon in which any such stockholder receives per share consideration as a holder of Ribbon common stock in excess of that to be received by other holders of Ribbon common stock.
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 Placement
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 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.
Director Compensation
The Compensation Committee reviews the compensation of our non-employee directors periodically and, in consultation with its independent compensation consultant regarding compensation on levels for peer companies and the broader market, recommends changes to the Board when it deems appropriate.
The Board has adopted a Non-Employee Director Compensation Policy (the “Director Compensation Policy”). In 2023, the Compensation Committee requested FW Cook to provide an updated
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benchmarking report comparing the compensation we pay to our directors to the compensation paid to directors of companies in our compensation peer group. The benchmark report showed that our total director compensation, on a per-director basis, was below the 25th percentile of our peer companies. As a result, the Board of Directors approved an amendment to the Director Compensation Policy to increase the amount of the annual equity retainer from $120,000 to $145,000. Fees payable for service under the Director Compensation Policy, including the increased annual equity retainer, 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 2023 cash fees payable to him in shares of the Company’s common stock.
The following table describes the components of the non-employee directors’ compensation for 2023:
Compensation Element
Compensation Payment
Annual Retainer $60,000(1)(2)
Annual Equity Retainer $145,000(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, Sustainability 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, Sustainability and Corporate Governance Committee
$10,000
Technology and Innovation Committee
$10,000
New Director Retainer New non-employee directors will receive a pro rata annual equity award of 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 2023.
(3)
Compensation for service as the chairman of the Board, lead independent director or a committee chair is in addition to the compensation paid for Board and committee service.
28|Ribbon Communications Inc. 2024 Proxy Statement

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
Total Director Compensation for 2023
The following table contains information on compensation earned by each non-employee member of our Board during 2023:
Director
Fees Earned or Paid in Cash
($)
Stock Awards(1)
($)
Total(2)
($)
Mariano S. de Beer(3) 63,750 0 63,750
R. Stewart Ewing, Jr. 105,000 145,000 250,000
Bruns H. Grayson 135,000(4) 145,000 280,000
Beatriz V. Infante 107,000 145,000 252,000
Scott Mair 82,500 145,000 227,500
Shaul Shani(5) 0 145,000 145,000
Richard W. Smith(6) 0 0 0
Tanya Tamone 67,500 145,000 212,500
(1)
The amounts in this column do not reflect compensation actually received by the applicable director. Instead, the amounts reflect the grant date fair value of restricted stock awards, as calculated in accordance with Accounting Standards Codification 718, Compensation — Stock-Based Compensation (“ASC 718”).
The amounts reported for each member of the Board represents the grant date fair value of his or her grants during 2023. The grants made to each director during 2023 were as follows:
Director
Restricted Stock Units (“RSUs”)
(#)
Grant Date Fair Value
($)
R. Stewart Ewing, Jr. 51,964(a) 145,000
Bruns H. Grayson 51,964(a) 145,000
Beatriz V. Infante 51,964(a) 145,000
Scott Mair 51,964(a) 145,000
Shaul Shani 51,964(a) 145,000
Tanya Tamone 51,964(a) 145,000
(a)
Annual director RSU award granted on June 15, 2023 and will vest on June 15, 2024.
As of December 31, 2023, our non-employee directors held an aggregate of 311,784 unvested restricted stock units as follows:
Director
No. of Unvested RSUs
Held as of December 31, 2023
(#)
R. Stewart Ewing, Jr. 51,964
Bruns H. Grayson 51,964
Beatriz V. Infante 51,964
Scott Mair 51,964
Shaul Shani 51,964
Richard W. Smith
Tanya Tamone 51,964
(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)
Mr. de Beer did not stand for re-election at the 2023 Annual Meeting of Stockholders.
(4)
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.
(5)
Mr. Shani waived receipt of any cash compensation for his service as a director in 2023.
(6)
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 2023.
Ribbon Communications Inc. 2024 Proxy Statement |29

Summary
Information
Corporate
Governance and
Board Matters
Audit
Matters
Executive
Officers
Executive
Compensation
Stock
Information
Additional
Information
Appendix
AUDIT MATTERS
2
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, 2024. 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 2024 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, 2025. Even if the proposal is approved at the 2024 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 attend the 2024 Annual Meeting and will have the opportunity to make a statement and be available to respond to appropriate questions by stockholders.
PROPOSAL
2
The Board recommends that stockholders vote FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm for 2024.
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Deloitte Fees
The following is a summary and description of fees for services provided by Deloitte in 2023 and 2022:
Fee Category
Fiscal Year Ended
2023
($)
2022
($)
Audit fees(1) 2,548,712 2,683,171
Audit-related fees(2)