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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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2024 Annual Meeting
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Date and Time
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June 4, 2024
10:00 a.m. Eastern Time |
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Virtual Meeting URL
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www.virtualshareholdermeeting.com/RBBN2024
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Record Date
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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.
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Voting
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Internet
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www.proxyvote.com, 24/7
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Telephone
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Toll-free 1 (800) 690-6903
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Mail
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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
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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 |
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Agenda
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1
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Election of eight directors named in the Proxy Statement
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2
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Ratification of the appointment of Deloitte & Touche LLP as Ribbon Communications’ independent registered public accounting firm for 2024
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3
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Approval, on a non-binding advisory basis, of the compensation of our named executive officers
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April 12, 2024
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By Order of the Board of Directors,
Patrick W. Macken
Executive Vice President, Chief Legal Officer and Corporate Secretary |
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This Proxy Statement, form of proxy and the 2023 Annual Report are first
being made available to stockholders on or about April 12, 2024. |
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| | | Director Nominees | | |
| | | Corporate Governance | | |
| | | Oversight of Risk Management | | |
| | | Board Composition and Stockholders Agreement | | |
| | | Director Experience and Tenure | | |
| | | Director Independence | | |
| | | Meeting Attendance | | |
| | | Board Committees | | |
| | | Director Nomination Process | | |
| | | Stockholder Nominations and Recommendations of Director Candidates | | |
| | | Board Leadership Structure | | |
| | | Executive Sessions of the Board | | |
| | | Additional Governance Matters | | |
| | | Transactions with Related Persons | | |
| | | Director Compensation | | |
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| | | Deloitte Fees | | |
| | | Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services | | |
| | | Audit Committee Report | | |
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| | | Compensation Discussion and Analysis | | |
| | | Compensation Committee Report | | |
| | | Executive Compensation Tables | | |
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| 55 | | | | |
| 57 | | | | |
| 58 | | | | |
| 60 | | | | |
| 61 | | | CEO Pay Ratio | |
| 63 | | | Pay Versus Performance Disclosures | |
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| 67 | | | Beneficial Ownership of Our Common Stock | |
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| 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 | |
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| A-1 | | | |
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IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JUNE 4, 2024 |
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This Proxy Statement and the 2023 Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com.
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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.
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Summary
Information |
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Corporate
Governance and Board Matters |
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Audit
Matters |
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Executive
Officers |
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Executive
Compensation |
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Stock
Information |
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Additional
Information |
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Appendix
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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
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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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Summary
Information |
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Corporate
Governance and Board Matters |
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Audit
Matters |
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Executive
Officers |
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Executive
Compensation |
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Stock
Information |
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Additional
Information |
| |
Appendix
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| | | | | | | | | | | | | | | | | | | | | | | |
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Summary
Information |
| |
Corporate
Governance and Board Matters |
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Audit
Matters |
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Executive
Officers |
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Executive
Compensation |
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Stock
Information |
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Additional
Information |
| |
Appendix
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Summary
Information |
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Corporate
Governance and Board Matters |
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Audit
Matters |
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Executive
Officers |
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Executive
Compensation |
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Stock
Information |
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Additional
Information |
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Appendix
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Best Practices
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Five of eight current directors are independent
Majority voting for director elections
No staggered Board
Separate Chairman and CEO roles
Lead independent director
Independent directors meet regularly without management present
Board review (through its standing committees)
of ESG strategies, activities, policies and communications
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Annual review of CEO and other executive succession plans
Code of Conduct applicable to Board
Annual Board and committee self-assessments
Share ownership guidelines for directors and Section 16 officers
Standing Audit, Compensation and Nominating, Sustainability and Corporate Governance Committees comprised solely of independent directors
Robust oversight of risk management
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Summary
Information |
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Corporate
Governance and Board Matters |
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Audit
Matters |
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Executive
Officers |
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Executive
Compensation |
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Stock
Information |
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Additional
Information |
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Appendix
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Name and Principal Occupation
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Age
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Director
Since |
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Independent
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Other
Public Company Boards |
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Current Committee Membership
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Audit
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Compensation
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Nominating,
Sustainability & Corporate Governance |
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Technology
& Innovation |
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R. Stewart Ewing, Jr.
Chief Financial Officer, InterMountain Management |
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72
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March
2020 |
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0
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Bruns H. Grayson
Managing Partner,
ABS Ventures |
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76
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October
2017 |
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0
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Beatriz V. Infante
Chief Executive Officer, Business Excelleration LLC |
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70
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October
2017 |
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2
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Bruce W. McClelland
President and Chief Executive Officer, Ribbon Communications Inc. |
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57
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March
2020 |
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0
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Scott Mair
Former President, AT&T Network Engineering & Operations |
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63
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September
2022 |
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0
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Shaul Shani
Founder and Chairman, Swarth Group |
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69
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June
2020 |
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0
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Richard W. Smith
Chairman of Private Capital, JPMorgan Chase & Co. |
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71
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October
2017 |
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0
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Tanya Tamone
Chief Executive Officer, Sogerco S.A. |
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62
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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 |
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Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
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Stock
Information |
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Additional
Information |
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Appendix
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Proposal
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Board Recommendation
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Page Reference
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1
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Election of eight directors as named in this Proxy Statement
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FOR each of the nominees
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2
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Ratification of the appointment of auditors
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FOR
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3
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Approval, on a non-binding advisory basis, of the
compensation of our named executive officers |
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FOR
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Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
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Stock
Information |
| |
Additional
Information |
| |
Appendix
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1
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Proposal 1 — Election of Directors
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Nominee
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Designated By
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| 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
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| Beatriz V. Infante | | |
Nominating, Sustainability and Corporate Governance Committee
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| Bruce W. McClelland | | |
Nominating, Sustainability and Corporate Governance Committee
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Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
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Executive
Officers |
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Executive
Compensation |
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Stock
Information |
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Additional
Information |
| |
Appendix
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Nasdaq Board Diversity Matrix (As of April 8, 2024)
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Total Number of Directors
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8
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Female
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Male
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Non-Binary
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Gender
Undisclosed |
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Gender
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| Directors | | |
2
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6
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0
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0
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Number of Directors Who Identify in Any of the Categories Below
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| African American or Black | | |
0
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0
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0
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0
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| Alaskan Native or Native American | | |
0
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0
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0
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0
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| Asian | | |
0
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0
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0
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0
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| Hispanic or Latinx | | |
1
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0
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0
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0
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| Native Hawaiian or Pacific Islander | | |
0
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0
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0
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0
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| White | | |
1
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6
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0
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0
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| Two or More Races or Ethnicities | | |
0
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0
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0
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0
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| LGBTQ+ | | |
0
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| Did Not Disclose Demographic Background | | |
0
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PROPOSAL
1
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The Board recommends that stockholders vote FOR the election of
each of the nominees listed above. |
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|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
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AGE 72
COMMITTEES
■
Audit (Chair and Audit Committee Financial Expert)
■
Nominating, Sustainability and Corporate Governance
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R. STEWART EWING, JR.
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Independent Director
Director since March 2020 |
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BACKGROUND
InterMountain Management, a privately-owned hotel management company
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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
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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
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Accountant (1973 to 1982)
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BOARD SERVICE
■
TelUSA, LLC, a subsidiary of CenturyLink (January 2020 to present)
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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.
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|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
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AGE 76
COMMITTEES
■
Compensation
■
Nominating, Sustainability and Corporate Governance (Chair)
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BRUNS H. GRAYSON
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Lead Independent Director
Director since March 2020 |
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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
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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.
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|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
AGE 70
COMMITTEES
■
Audit
■
Compensation (Chair)
■
Technology and Innovation
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BEATRIZ V. INFANTE
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Independent Director
Director since October 2017 |
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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
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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.
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|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
AGE: 63
COMMITTEES:
■
Audit
■
Technology & Innovation (Chair)
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SCOTT MAIR
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Independent Director
Director since September 2022 |
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|
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)
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| |
■
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
|
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|
BRUCE W. MCCLELLAND
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| |
Non-Independent Director
Director since March 2020 |
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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
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| |
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.
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| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
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.
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
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.
|
|
|
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.
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
Strong Governance Practices
|
| ||||
|
Annual election of all directors
Majority voting for director elections
Separate Chairman and CEO
Appointment of lead independent director
Substantial majority of independent directors
Independent directors meet without management
Board with wide range of experience and skills
Annual equity grant to non-employee directors
Annual Board and committee self-assessments
|
| | |
Annual advisory approval of executive compensation
Disclosure Committee for financial reporting
Review and approval policy for related party transactions
Share ownership guidelines for our CEO, certain officers and our non-employee directors
Clawback policy for recovering incentive-based compensation following an accounting restatement
Insider trading policy that prohibits hedging, pledging and other similar actions for our executive officers and directors
|
|
|
THE FULL BOARD
|
|
|
generally, oversees and evaluates:
■
strategic risks and the risks related to management delegation
|
|
|
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
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | | | |
Director Skills
and Experience |
| | |
Ewing
|
| | |
Grayson
|
| | |
Infante
|
| | |
Mair
|
| | |
McClelland
|
| | |
Shani
|
| | |
Smith
|
| | |
Tamone
|
| | |
#
|
| |||
|
| |
Audit and
financial reporting |
| | |
|
| | | | | | |
|
| | |
|
| | | | | | | | | | | | | | | | | | |
3
|
|
|
| |
Executive
leadership |
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
8
|
|
|
| |
ESG
matters |
| | |
|
| | |
|
| | |
|
| | |
|
| | | | | | | | | | |
|
| | |
|
| | |
6
|
|
|
| |
Financial industry,
investments, M&A |
| | |
|
| | |
|
| | |
|
| | | | | | |
|
| | |
|
| | |
|
| | |
|
| | |
7
|
|
|
| |
Global business
|
| | | | | | | | | | |
|
| | | | | | |
|
| | |
|
| | |
|
| | |
|
| | |
5
|
|
|
| |
Human capital
management |
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
8
|
|
|
| |
Legal, regulatory
|
| | | | | | |
|
| | |
|
| | |
|
| | | | | | | | | | | | | | | | | | |
3
|
|
|
| |
Other public
company board |
| | |
|
| | |
|
| | |
|
| | | | | | |
|
| | |
|
| | |
|
| | | | | | |
6
|
|
|
| |
Sales and
marketing |
| | | | | | | | | | |
|
| | |
|
| | | | | | | | | | | | | | | | | | |
2
|
|
|
| |
Strategic planning,
operations |
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | | | | | |
7
|
|
|
| |
Risk management
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
8
|
|
|
| |
Technology, digital,
communications |
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | |
|
| | | | | | |
7
|
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
The Audit Committee
|
| |
The Compensation
Committee |
| |
The Nominating, Sustainability
and Corporate Governance Committee |
| |
The Technology and Innovation Committee
|
|
| | | | | | |
Committee Membership
|
| |||||||||
|
Director
|
| |
Independent
|
| |
Audit
|
| |
Compensation
|
| |
Nominating,
Sustainability and Corporate Governance |
| |
Technology
and Innovation |
|
|
R. Stewart Ewing, Jr.
|
| |
|
| |
|
| | | | |
|
| | | |
| Bruns H. Grayson | | |
|
| | | | |
|
| |
|
| | | |
|
Beatriz V. Infante
|
| |
|
| |
|
| |
|
| | | | |
|
|
| Bruce W. McClelland | | | | | | | | | | | | | | | | |
|
Scott Mair
|
| |
|
| |
|
| | | | | | | |
|
|
| Shaul Shani | | | | | | | | | | | | | | | | |
| Richard W. Smith | | | | | | | | | | | | | | | | |
|
Tanya Tamone
|
| |
|
| | | | |
|
| |
|
| | | |
| Number of Meetings in 2023 | | |
Board — 7
|
| |
10
|
| |
4
|
| |
4
|
| |
3
|
|
|
|
| |
Committee
Chair |
| |
|
| |
Committee
Member |
| |
|
| |
Chairman of
the Board |
| |
|
| |
Lead Independent
Director |
| |
|
| |
Audit Committee
financial expert |
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
AUDIT COMMITTEE
|
| | | | |||
|
CURRENT COMMITTEE MEMBERS
|
| |
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.
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
COMPENSATION COMMITTEE
|
| | | | |||
|
CURRENT COMMITTEE MEMBERS
|
| |
All members of the 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.
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
NOMINATING, SUSTAINABILITY & CORPORATE GOVERNANCE COMMITTEE
|
| ||||||
|
CURRENT COMMITTEE MEMBERS
|
| |
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
|
| |
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.
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | |
|
|
| |
The Nominating, Sustainability & Corporate Governance Committee
c/o Corporate Secretary Ribbon Communications Inc. 6500 Chase Oaks Blvd., Suite 100 Plano, Texas 75023 |
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | | | | | | | | | | | | | |
|
|
| |
Investor Relations Department
Ribbon Communications Inc. 6500 Chase Oaks Blvd., Suite 100 Plano, Texas 75023 |
| |
|
| |
(978) 614-8050
|
| |
|
| |
ir@rbbn.com
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
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
|
| | $10,000 | |
| New Director Retainer | | | New non-employee directors will receive a pro rata annual equity award of restricted stock units, with the proration based on the number of months of service until the month of the Company’s next annual stockholders meeting | |
| Stock Ownership Guidelines | | | Directors are expected to hold all of the shares of the Company’s common stock granted to them and to maintain such amount of stock ownership throughout their tenure as a director | |
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
Director
|
| |
Fees Earned or Paid in Cash
($) |
| |
Stock Awards(1)
($) |
| |
Total(2)
($) |
| |||||||||
| Mariano S. de Beer(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 | | |
|
Director
|
| |
Restricted Stock Units (“RSUs”)
(#) |
| |
Grant Date Fair Value
($) |
| ||||||
| R. Stewart Ewing, Jr. | | | | | 51,964(a) | | | | | | 145,000 | | |
| Bruns H. Grayson | | | | | 51,964(a) | | | | | | 145,000 | | |
| Beatriz V. Infante | | | | | 51,964(a) | | | | | | 145,000 | | |
| Scott Mair | | | | | 51,964(a) | | | | | | 145,000 | | |
| Shaul Shani | | | | | 51,964(a) | | | | | | 145,000 | | |
| Tanya Tamone | | | | | 51,964(a) | | | | | | 145,000 | | |
|
Director
|
| |
No. of Unvested RSUs
Held as of December 31, 2023 (#) |
| |||
| R. Stewart Ewing, Jr. | | | | | 51,964 | | |
| Bruns H. Grayson | | | | | 51,964 | | |
| Beatriz V. Infante | | | | | 51,964 | | |
| Scott Mair | | | | | 51,964 | | |
| Shaul Shani | | | | | 51,964 | | |
| Richard W. Smith | | | | | — | | |
| Tanya Tamone | | | | | 51,964 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
|
2
|
| | |
Proposal 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm
|
|
|
PROPOSAL
2
|
| | |
The Board recommends that stockholders vote FOR the ratification of the appointment of Deloitte as our independent registered public accounting firm for 2024.
|
| |
|
|
|
Fee Category
|
| |
Fiscal Year Ended
|
| |||||||||
|
2023
($) |
| |
2022
($) |
| |||||||||
| Audit fees(1) | | | | | 2,548,712 | | | | | | 2,683,171 | | |
| Audit-related fees(2) | | | | | — | | | | | | — | | |
| Tax fees(3) | | | | | 59,000 | | | | | | 46,850 | | |
| All other fees(4) | | | | | 4,103 | | | | | | 3,750 | | |
|
Total
|
| | | | 2,611,815 | | | | | | 2,733,771 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
|
Summary
Information |
| |
Corporate
Governance and Board Matters |
| |
Audit
Matters |
| |
Executive
Officers |
| |
Executive
Compensation |
| |
Stock
Information |
| |
Additional
Information |
| |
Appendix
|
|