Ribbon Communications (RBBN) Proxy Filing summary

Executive summary

• Achieved record revenue of $834M in 2024, with 1% YoY growth and Adjusted EBITDA up 31% to $119M, driven by strong Cloud & Edge and Enterprise segments, despite IP Optical Networks headwinds due to Eastern Europe shipment suspensions.

• Expanded customer base to over 1,000 in 140+ countries, with significant growth in U.S. Tier 1 service providers and federal government agencies.

• Completed refinancing of credit facility, ending 2024 with $90M in cash and a net debt leverage of 2.2x.

• Strategic focus for 2025 includes 5% revenue growth, >10% Adjusted EBITDA growth, innovation in IP Routing, Optical Transport, and cloud-native solutions, and increased investment in Professional Services.

Voting matters and shareholder proposals

• Election of eight directors.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory approval of executive compensation (say-on-pay).

• Approval to amend the Restated Certificate of Incorporation to increase authorized common shares to 390 million.

• Adoption of the 2025 Incentive Award Plan.

Board of directors and corporate governance

• Board consists of eight members, with a majority independent, separate Chairman and CEO, and a lead independent director.

• Board committees (Audit, Compensation, Nominating/Sustainability/Corporate Governance, Technology & Innovation) are fully independent.

• Board composition and nomination rights governed by a Stockholders Agreement with JPMorgan and Swarth, who collectively own ~46% of shares.

• Annual board and committee self-assessments, share ownership guidelines, and robust risk oversight practices in place.