Ribbon Communications (RBBN) Proxy Filing summary

Executive summary

• Achieved record revenue of $834M in 2024, with 1% YoY growth and 31% increase in Adjusted EBITDA; strong performance in Cloud & Edge and Enterprise segments, offset by lower IP Optical Networks revenue due to Eastern Europe shipment suspensions.

• Expanded customer base, diversified into federal and enterprise markets, and completed refinancing of credit facility, ending 2024 with $90M in cash and a net debt leverage of 2.2x.

• Strategic focus for 2025 includes targeting 5% revenue growth, >10% Adjusted EBITDA growth, cross-selling, innovation in IP Routing and Optical Transport, and investment in professional services.

• Industry optimism driven by easing supply chain issues, moderating inflation, and potential resolution of global conflicts.

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 of amendment to increase authorized common stock to 390 million shares.

• 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 lead independent director.

• Board committees: Audit, Compensation, Nominating/Sustainability/Corporate Governance, and Technology & Innovation, all comprised of independent directors.

• Board structure and committee memberships influenced by Stockholders Agreement with JPMorgan and Swarth, granting them director designation rights based on ownership levels.

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