Ribbon Communications Inc. Annual Report 2020

FY2020 Annual Report · Ribbon Communications Inc.

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Proxy Statement

2021 Annual Meeting of Stockholders

RIBBON COMMUNICATIONS INC.
6500 Chase Oaks Blvd, Suite 100
Plano, Texas 75023

April 9, 2021

Dear Shareholders,

Despite the many unforeseen challenges caused by the COVID-19 pandemic, Ribbon’s foundation greatly
improved in 2020. We started the year by completing our acquisition of ECI Telecom Group Ltd. in March, and
we were immediately faced with the uncertainty of this unprecedented pandemic. The Ribbon team responded
amazingly well and our employees showed resilience, quickly adapting to remote working while constantly
prioritizing customer needs. Prior to the lockdown, I was able to visit many of our offices and meet with many
employees and leaders; this initial personal contact was extremely valuable as we began the journey together.

The ECI acquisition was truly transformative for Ribbon. The products and technologies that we now provide are
enabling the delivery of fixed and mobile broadband data — crucial to all aspects of our daily lives. With the
continued exponential growth in data consumption, the ever-increasing importance of always-on connectivity,
and the endless need for newer technologies like 5G, we believe we have redefined the company and established
a clear strategy for growth.

Our addressable market has expanded dramatically with the addition of a portfolio of products that include very
high-speed optical transport, Internet Protocol (IP) networking, switching, and routing, and sophisticated planning
and network automation software products and solutions. Our customer base and footprint also expanded,
especially outside of North America. We believe the new portfolio is particularly well-suited for the access and
metro portions of the communications network, one of the fastest growing areas with a constant need for more
capacity.

A key part of our strategy is to leverage the strong relationships developed by Ribbon over many years with
leading telco and cable Service Providers to introduce and sell our new IP Optical portfolio, particularly in North
America. This was top of mind as we quickly integrated the sales force early in the year. This strategy will take time
to play out, but we had several early successes late in the year.

From a financial perspective, the first half of 2020 was very challenging as many industries focused on the safety
of their employees and customers and adapted to a new remote working operating model. We were also
impacted by a significant reduction in capital spend in the India mobile carrier environment due to the ongoing
dispute with the India Department of Telecom. However, areas of our business also benefited from the shift in traffic
patterns and the accelerated adoption of unified communications platforms such as Microsoft Teams and Zoom
Phone. As a result, sales and profitability improved each quarter throughout the year, and we ended the year with
strong momentum, achieving consecutive quarters of record adjusted EBITDA in the second half of 2020. We
benefited from a higher mix of software in our portfolio, strengthening gross margins, as well as from lower
operating expense and aggressive cost controls.

More specifically, we successfully executed against our major strategic priorities for the year, which included:

▪

Improving the company’s financial performance and profitability: Revenue grew significantly in
2020, increasing from $563 million in 2019 to $844 million in 2020, a $281 million increase including
$261 million in IP Optical for the partial year we owned ECI. We achieved a record $131 million in Adjusted
EBITDA in 2020, a 53% increase over the previous year. Net income was $89 million compared to a loss
of $130 million in 2019.

▪ Driving positive revenue synergies from the Ribbon-ECI Telecom combination: We reported

20 new IP Optical customer wins in 2020, including 5 new customers in North America in the fourth quarter,
4 of which were previous Ribbon customers. We expect to continue this momentum in 2021 and capitalize
on the growing trend towards IP/Optical convergence and network optimization.

▪ Preparing our customers for the widespread deployment of 5G: Significant amounts of new

spectrum has been made available for broad-based deployment of 5G technology in many countries

around the world. 5G promises significant advantages over previous wireless generations, enabling
advanced new services that require higher bandwidth, lower latency, and hyper device connectivity. Behind
these new wireless networks are great optical and IP networks! An example of this, and one of our
largest IP Optical customers, is Bharti Airtel, the third largest global mobile service provider, which is
deploying our 5G-Native Neptune platform to “future-proof” its network.

▪ Aligning our solutions portfolio to better meet customer demand: We made several portfolio

changes in 2020 to increase focus on our core products, markets, and strategy. We created two dedicated
business units to ensure focus and accountability on our IP Optical and Cloud and Edge businesses. We
successfully divested our Kandy cloud communications business to unlock the value of that investment, and
we announced plans to divest our Qualitech product testing and certification business, which allows us to
remain laser focused on our core competencies.

▪ Adding proven, veteran leadership to the senior management team: We successfully attracted

proven world-class senior industry leaders to strengthen our management team across various functions,
including finance (Mick Lopez), IP Optical (Sam Bucci), corporate and business development (Sean
Matthews), legal (Patrick Macken) and international sales (Steve McCaffery). We feel that adding this
level of talent positions us extremely well to execute our strategy and capitalize on various market
opportunities.

▪ Continuing to transition the Ribbon Cloud and Edge portfolio and business model towards

software and as-a-Service solutions: For the year, revenue from software products accounted for 62%
of total Cloud and Edge product revenue, up from 47% in 2019. We introduced several key software and
cloud-based solutions to our portfolio including Ribbon Connect, a portfolio of as-a-Service offerings that
supports Microsoft Teams and other collaboration platforms, and we continue to have a very strong
support and maintenance business, with nearly 60% of 2021 renewals completed by the end of 2020 and
a high 90s percentage renewal rate for direct customers, many of these contracts extending over
multiple years.

▪ Growing our enterprise business by building on key partnerships with global partners such as
Microsoft and Zoom: We continue to have the most comprehensive portfolio of Microsoft-certified
solutions on the market and introduced several key solutions that support Microsoft Teams and Zoom.
Enterprise sales accounted for 30% of our overall product revenue in 2020.

▪ Broadening our Environmental, Social and Governance (ESG) efforts: We are committed to

continued efforts to set rigorous operational standards for ourselves and our suppliers with the constant
goal of improving how we interact with the environment and the communities in which we and our customers
live and work. In 2020 we issued our first global sustainability report, which includes our response to the
global pandemic and affirms our commitment to supporting the United Nations’ Sustainable Development
Goals.

These strategic changes along with solid execution resulted in RBBN stock price increasing ~110% in
2020, and overall Enterprise Value increasing ~240%!

While I am proud of what our team has accomplished, there is much more to do! The importance of connectivity
and great networks has never been more critical, and the adoption of 5G technology will be a major catalyst to
expand fiber networks. Society has increased its reliance on and adoption of new cloud-based unified
communications and collaboration services, and this will only grow over time. The re-positioning of Ribbon could
not have come at a better time!

Our commitment is to put our customers first in everything we do, and we are keenly focused on providing
unparalleled support to our growing global customer base through best-in-class solutions and service. We will
strive to continue the momentum that we established in 2020 by growing revenue, while also improving bottom-
line profitability.

We cordially invite you to participate in our annual meeting of stockholders at 10:00 a.m. (Eastern Time) on
Thursday, May 27, 2021. Due to the continuing public health concerns related to the COVID-19 pandemic, this
year’s annual meeting will again be held in a virtual meeting format only. You will be able to attend the 2021 annual
meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/
RBBN2021.

Whether you plan to attend the annual meeting virtually or not, it is important that your shares be represented
and voted. Therefore, I urge you to promptly vote your proxy. Every stockholder’s vote is important.

Thank you for your continued confidence in Ribbon, and we look forward to speaking with you at the annual
meeting!

Sincerely,

Bruce McClelland
President and CEO
Ribbon Communications Inc.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
RIBBON COMMUNICATIONS INC.

Meeting URL:

AGENDA

www.virtualshareholdermeeting.com/RBBN2021

Date:
May 27, 2021

Time:
10:00 a.m. Eastern time

▪ Election of nine directors as named in the Proxy

Statement

▪ Ratification of the appointment of Deloitte & Touche

LLP as Ribbon Communications’ independent
registered public accounting firm for 2021

▪ Approval, on a non-binding advisory basis, of the
compensation of our named executive officers

▪ Transaction of other business, if any, as may properly

come before the meeting or any adjournment,
continuation or postponement thereof

Record Date: You can vote electronically at, and are entitled to notice of, the 2021 Annual Meeting if you were
a stockholder of record on March 30, 2021 (the “Record Date”).

This Proxy Statement, form of proxy and the 2020 Annual Report are first being made available to stockholders
on or about April 9, 2021.

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 2021 Annual Meeting for a purpose germane to the 2021 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 via a secure link in the chat box
after you enter the virtual meeting using the password you received via e-mail in your registration confirmation.
Such list of stockholders will be protected and cannot be downloaded and/or printed and access to such list will
expire immediately after the Annual Meeting ends. For additional information, see “How can I attend the virtual
meeting?” in the section entitled “Information about the Annual Meeting” in the Proxy Statement.

You may attend the webcast of the meeting via the Internet at www.virtualshareholdermeeting.com/RBBN2021
by entering the event password you received during your registration process. Whether or not you
expect to attend the 2021 Annual Meeting electronically, we urge you to vote your shares as promptly as
possible to ensure your representation and the presence of a quorum at the 2021 Annual Meeting. If you
send in your proxy card, you may still decide to attend the 2021 Annual Meeting and vote your shares
electronically. Your proxy is revocable in accordance with the procedures set forth in the accompanying
proxy statement.

By Order of the Board of Directors,

Plano, Texas
April 9, 2021

Patrick W. Macken
Executive Vice President, Chief Legal Officer and
Corporate Secretary

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . .

SUMMARY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PROPOSAL 1 — ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PROPOSAL 3 — APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF

OUR NAMED EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CORPORATE GOVERNANCE AND BOARD MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

AUDIT COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXECUTIVE OFFICERS OF THE REGISTRANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TRANSACTIONS WITH RELATED PERSONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

COMPENSATION COMMITTEE REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

COMPENSATION DISCUSSION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EXECUTIVE COMPENSATION TABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EQUITY COMPENSATION PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INFORMATION ABOUT THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STOCKHOLDER PROPOSALS FOR INCLUSION IN 2022 PROXY STATEMENT . . . . . . . . . . . . . . . . . .
STOCKHOLDER NOMINATIONS AND PROPOSALS FOR PRESENTATION AT

2022 ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
STOCKHOLDERS SHARING THE SAME ADDRESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FORM 10-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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68
A-1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995, which are subject to a number of risks and uncertainties. All statements other than
statements of historical facts contained in this proxy statement, including without limitation statements regarding
projected financial results, customer engagement and momentum, and plans for future product development
and manufacturing, are forward-looking statements. Without limiting the foregoing, the words “believes”, “estimates”,
“expects”, “expectations”, “intends”, “may”, “plans”, “projects” and other similar language, are intended to
identify forward-looking statements.

Forward-looking statements are based on our current expectations and assumptions and are subject to
inherent uncertainties, risks and changes in circumstances that are difficult to predict. These statements involve
known and unknown risks, uncertainties and other factors that may cause our actual results to be materially
different from any future results or performance expressed or implied by the forward-looking statements including,
but not limited to, risks related to the COVID-19 pandemic; risks that the businesses of ECI Telecom Group Ltd. will
not be integrated successfully or that the combined companies will not realize estimated cost savings and/or
anticipated benefits of the merger; failure to realize anticipated benefits from the sale of the Kandy Communications
business (“Kandy”); supply chain disruptions resulting from geopolitical instabilities and disputes or component
availability; unpredictable fluctuations in quarterly revenue and operating results; failure to compete successfully
against telecommunications equipment and networking companies; credit risks; the timing of customer
purchasing decisions and our recognition of revenues; economic conditions; our ability to recruit and retain key
personnel; the impact of restructuring and cost-containment activities; litigation; rapid technological and market
change; our ability to protect our intellectual property rights and obtain necessary licenses; risks related to
cybersecurity and data intrusion; the potential for defects in our products; risks related to the terms of our credit
agreement; higher risks in international operations and markets; increases in tariffs, trade restrictions or taxes on
our products; currency fluctuations; failure or circumvention of our controls and procedures and the other risks
and uncertainties disclosed in our periodic reports filed with the U.S. Securities and Exchange Commission,
including our Annual Report on Form 10-K for the year ended December 31, 2020.

Any forward-looking statements represent our views only as of the date on which such statement is made

and should not be relied upon as representing our views as of any subsequent date. While we may elect to
update forward-looking statements at some point, we specifically disclaim any obligation to do so, except as may
be required by law.

RIBBON COMMUNICATIONS INC.
PROXY STATEMENT

Summary Information

To assist you in reviewing the proposals to be acted upon at our 2021 annual meeting of stockholders (the

“2021 Annual Meeting”), we would like to call your attention to the following summary information about Ribbon,
our 2020 business and financial highlights and corporate governance highlights. It does not include all information
necessary to make a voting decision, and you should read this proxy statement (“Proxy Statement”) in its entirety
before casting your vote.

Unless the content otherwise requires, references in this Proxy Statement to “Ribbon,” “Ribbon
Communications,” “Company,” “we,” “us” and “our” refer to Ribbon Communications Inc. and its subsidiaries
on a consolidated basis.

Ribbon Overview

We are a global provider of converged communications software and network solutions to service providers,

enterprises, and critical infrastructure sectors. Our mission is to create a recognized global technology leader
providing cloud-centric solutions that enable the secure exchange of information, with unparalleled scale,
performance, and elasticity.

Global provider of converged communications software
and network solutions to service providers, enterprises,
and critical infrastructure sectors

(cid:2) Customers in over 140 countries1

(cid:2) Combined annual revenue of over $840 million1

(cid:2) More than 3,700 employees globally

(cid:2) #1 market leader in Session Border Controllers globally2

(cid:2) Ranked “Very Strong” in 5G Transport solutions3

1 As of December 31, 2020.
2 Omdia 3Q20 Service Provider VoIP and IMS, Subscribers and Enterprise SBCs and VoIP Gateways

published December, 2020.

3 GlobalData 5G Transport: Competitive Landscape Assessment, July, 2020.

2020 Financial Highlights

Growing Revenue
$844M in 2020, up $281M YoY1;
(includes $261M from IP Optical
Networks in 2020)

Cash Flow and Balance Sheet
$136M Ending Cash
$102M Cash Flow from
Operations in 2020

Improving Profitability
Record $131M Adjusted EBITDA2 in 2020,
up 53% YoY1

Cloud and Edge

IP Optical Networks

Growing Software Sales

Strong Gross Margin

Revenue Trend

Customer Success

Profit Improvement

Revenue from pure software
products 62% of total product
revenue in FY20, up from 47%
in FY19

68% Non-GAAP Gross
Margin2 in 4Q20, up ~180
BPS QoQ3

Up 15% QoQ3 in 4Q20

N. America region up
105% QoQ3 in 4Q20

20 new customer wins
in 2020 and increasing
North American
presence

44% Non-GAAP Gross
Margin2 in 4Q20

$2M Adjusted EBITDA2
achieved in 4Q20

1. Year ended December 31, 2020 compared with the year ended December 31, 2019.
2. Please see the basis of presentation and the non-GAAP reconciliation in the appendix.
3. Three months ended December 31, 2020 compared with the three months ended September 30, 2020.

Strong Stock Performance

Stock price appreciated ~110% in 2020
Enterprise value appreciated ~240% during 2020

2020 Business Highlights

Customer Focus

Product Enhancements

Portfolio Optimization

Maintained sales
effectiveness during
COVID-19 pandemic

Core SBC growth, transition
to software and introducing
as-a-service models

Completed ECI acquisition
and Kandy divestiture

▪ On March 3, 2020, we completed the transformative acquisition of ECI Telecom Group Ltd., based in Israel

(the “ECI Acquisition”). Key benefits include:

▪ Significant portfolio expansion beyond VoIP technology into optical transport and Internet Protocol (IP)

networking, switching and routing

▪ Expanded addressable market and strengthened international presence
▪ Potential for revenue synergies leveraging strong Ribbon relationships and infrastructure to gain

scale and market share in IP Optical, with particular focus on North American market
▪ Overall gross margin and earnings improved in 2020, benefitting from higher mix of software products
▪

Increased focus on Enterprise market vertical to capitalize on broad adoption of collaboration platforms
such as Microsoft Teams and Zoom Phone

▪ Greatly expanded global presence with more than 50% of our sales outside the U.S.
▪ Re-aligned product portfolio to improve profitability and shift investment into higher growth areas

▪ Completed the sale of Kandy Cloud Communications business

▪ Established our new Plano, Texas facility as corporate headquarters in the first quarter of 2021

Response to COVID-19 Pandemic

The global COVID-19 pandemic presented a unique challenge to all facets of our business and operations

during 2020. Our leadership and employees responded to this challenge and helped Ribbon successfully navigate
the uncertainty created by the pandemic.

Employees & Community

Business & Operations

Customers & Markets

Extensive employee
engagement
Shifted to a primarily work-
from-home environment
Phasing in voluntary
return to office as
conditions permit
Encouraged safe
community involvement
Established “Better
Together” wellness month
that aimed to promote
mental/physical well-being

Temporary salary reductions
supported by employees and
the Board of Directors:

50% reduction by the
CEO & directors
(Messrs. Shani & Smith
waived 100%)
20% by senior leaders
10% by most
employees

Focus on cost management and
cash preservation
Adapted to supply chain and
logistics challenges

Supported customers to
quickly increase network
capacity to handle
increased work-from-home
traffic
Developed ability to
conduct remote product
trials to overcome inability
to travel to customer
locations
Grew revenues and
profitability year-over-year
despite challenges

Executive Compensation Highlights

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:

Strongly promote
achievement of
our corporate
growth and
business
strategy

Effectively link
pay with
Company
performance

Enable Ribbon to
hire, retain and
motivate talent in
competitive
markets

Significant portion
of total compensation
linked to both
short- and long-term
incentive
programs

Highlights of the 2020 executive compensation program include:

▪ Successful implementation of significant changes in senior leadership with the appointment of a new CEO,
CFO, EVP & General Manger, IP Optical Networks business unit, Chief Legal Officer, and EVP, Corporate
Development & Strategy

▪ Strong alignment between Company performance and executive compensation with target bonus and equity

awards comprising 85% of the total targeted direct compensation for our CEO, and ~ 79% of the average total
targeted direct compensation for each named executive officers currently employed with Ribbon

▪ Elimination of individual performance criteria for our short-term incentive program applicable to our CEO

and named executive officers such that 100% of the potential bonus is tied to the achievement of
Company financial metrics

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:

(cid:2)
Six of nine directors are independent
(cid:2) Majority voting for director elections
(cid:2) No staggered Board
(cid:2)
(cid:2)
(cid:2)

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

(cid:2)

(cid:2) Code of Conduct applicable to Board
(cid:2)
Annual Board and committee self-
assessments
Share ownership guidelines for directors and
Section 16 officers
Standing Audit, Compensation and
Nominating & Corporate Governance
Committees comprised solely of independent
directors

(cid:2)

Name, Age

Independent

Mariano S. de Beer, 50
Yes
R. Stewart Ewing, Jr., 69 Yes

Bruns H. Grayson, 73

Yes

Beatriz V. Infante, 67

Yes

Bruce W. McClelland, 54 No
Yes
Krish A. Prabhu, 66

Shaul Shani, 66
Richard W. Smith, 68
Tanya Tamone, 59

No
No
Yes

Board of Directors and Committees

Director
Since
June 2020
March 2020

Committee Membership

▪ Technology and Innovation Committee
▪ Audit Committee
▪ Nominating and Corporate Governance Committee

Other Public
Boards
0
0

October 2017 ▪ Audit Committee

▪ Compensation Committee
▪ Nominating and Corporate Governance Committee

October 2017 ▪ Audit Committee

▪ Compensation Committee
▪ Technology and Innovation Committee

March 2020
March 2020

June 2020
October 2017
June 2020

▪ Compensation Committee
▪ Technology and Innovation Committee

▪ Nominating and Corporate Governance Committee

0
1

0
0
0

TENURE

AGE

GENDER

GENDER AND/OR
ETHNIC DIVERSITY

Average Tenure = 2.3

Average Age = 63.5

22%

44%

1-2 Years

2-5 Years

50s

60s

70s

Male

Female

Gender and/or
Ethnic diversity

Annual Meeting Proposals

Proposal

1: Election of the nine directors named in this Proxy Statement
2: Ratification of the appointment of auditors
3: Approval, on a non-binding, advisory basis, of the compensation of our

named executive officers

Recommendation of the Board

FOR each of the nominees
FOR
FOR

PROPOSAL 1 — ELECTION OF DIRECTORS

The Board has nominated the following nine director nominees for election to the Board to hold office until

the 2022 Annual Meeting and until his or her respective successor is duly elected and qualified:

Nominee

R. Stewart Ewing, Jr.

Krish A. Prabhu

Richard W. Smith
Mariano S. de Beer(1)
Shaul Shani(1)
Tanya Tamone(1)
Bruns H. Grayson

Beatriz V. Infante

Bruce W. McClelland

Designated By

JPM Stockholders (as defined below)

JPM Stockholders

Swarth (as defined below)

Swarth

Nominating and Corporate Governance Committee

(1) Each of Ms. Tamone and Messrs. Shani and de Beer are current directors who have not been previously elected by our

stockholders.

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 virtually attend the 2021 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, the Board of Directors 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. Our Board currently consists of nine directors. The authorized number
of directors is determined from time to time by the Board, subject to the requirements of the Stockholders
Agreement. The JPM Stockholders and Swarth owned 33.89% and 17.51%, respectively, of Ribbon’s common
stock as of March 30, 2021. The directors designated for election by each of the JPM Stockholders and Swarth
under the Stockholders Agreement are noted in the table above.

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 Agreement, with respect to any proposal or resolution
relating to the election of directors, each of the JPM Stockholders and Swarth, respectively, has agreed to take all
necessary actions within their control to vote their shares (A) affirmatively in favor of the election of the other’s
designees and (B) with respect to each person nominated to serve as a director by the Nominating and Corporate
Governance Committee, either affirmatively in favor of such nominee, or in the same proportion to all shares
voted by other stockholders of the Company.

Independence of Director Nominees

Except for Bruce W. McClelland, our President and CEO, Shaul Shani and Richard W. Smith, each of our
nominees is independent according to the director independence standards set forth in our Corporate Governance
Guidelines, which meet the director independence standards of the Nasdaq Stock Market (“Nasdaq”). For more
information, see “Corporate Governance and Board Matters — Director Independence”. We have no reason to
believe that any of the nominees will be unable or unwilling to serve if elected. However, if any nominee should
become unable to serve, or for good cause will not serve as a director, proxies may be voted for another person
nominated as a substitute by the Board, or the Board may reduce the number of directors. In the event any
director designated by either the JPM Stockholders or Swarth is unable to serve, the JPM Stockholders or Swarth,

as the case may be, are entitled to designate a replacement director, subject to the conditions set forth in the
Stockholders Agreement.

(cid:3) The Board of Directors recommends that stockholders vote “FOR” the election of each of the nominees

listed above.

Director Nominees

The biographies below describe the skills, qualities, attributes and experience of the director nominees that

led the Board and its Nominating and Corporate Governance Committee to determine that it is appropriate to
nominate these individuals as directors.

Age: 50

Director Since: June 2020

Independent Director

Mariano S. de Beer
Former Chief Commercial and Digital Officer of Telefonica S.A.

Background: Mr. de Beer was Chief Commercial and Digital Officer of
Telefonica S.A., a large public multinational telecommunications company, from
2017 until 2019. In this role, he was responsible for driving revenue growth
globally, developing a holistic view for the consumer and enterprise segments,
curating the commercial offer and evolving the channels to ensure the best
commercial experience for Telefónica customers. Mr. de Beer was also a
member of the Telefónica Group Executive Committee. From 2013 to 2015, he
was General Manager (President) of Microsoft in Brazil and from 2015 to 2016,
General Manager (President) of the multi-country Region LATAM New Markets,
responsible for several countries in South and Central America and the
Caribbean. From 2012 to 2013 he was CEO of RBS Educação, part of the
Brazilian conglomerate RBS Group. Prior to 2012, he worked in different
capacities at companies of the Telefonica Group. Previously, Mr. de Beer was a
consultant at McKinsey & Co. He graduated from UADE in Argentina and
obtained an MBA from Georgetown University.

Skills and expertise: The Board believes Mr. de Beer is qualified to serve on
the Board due to his extensive leadership experience in the telecommunications
industry, in particular at Telefonica S.A., and his global business perspective.

Committees: Technology and Innovation Committee (Chair)

Age: 69

Director Since: March 2020

Independent Director

R. Stewart Ewing, Jr.
Former Executive Vice President and Chief Financial Officer of CenturyLink,
Inc.

Background: Since April 2020, Mr. Ewing has served as Chief Financial Officer
of InterMountain Management, a privately-owned hotel management company.
Mr. Ewing served as Executive Vice President and Chief Financial Officer of
CenturyLink, Inc. (now Lumen Technologies), a global technology company that
offers communications, network services, security, cloud solutions, and voice
and managed services (“CenturyLink”) until November 2017. He joined
CenturyLink as its Vice President of Finance in 1983 and assumed the role of
Executive Vice President and Chief Financial Officer in 1989. During his
28 years as Chief Financial Officer, he played a significant role in CenturyLink’s
acquisition strategy. Mr. Ewing began his career at KPMG in 1973. He has
served on the Board of Directors of Progressive Bancorp, Inc. and has been the
Chairman of its Audit Committee since 2002. He also has served on the Board
of Directors of TelUSA, LLC, a subsidiary of CenturyLink, since January 2020.
Mr. Ewing has served on the Board of Directors of Louisiana Endowment for the
Humanities since 2019. He holds a Bachelor of Science Degree in business
from Northwestern State University.

Skills and expertise: The Board believes Mr. Ewing brings to the Board
executive leadership experience at CenturyLink, along with extensive financial
expertise. The Board believes 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.

Committees: Audit Committee (Chair & Audit Committee Financial Expert);
Nominating and Corporate Governance Committee

Age: 73

Director Since: March 2020

Lead Independent Director

Bruns H. Grayson
Managing Partner at ABS Ventures

Background: Mr. Grayson is a Managing Partner at ABS Ventures, a venture
capital firm, where he has managed all of the firm’s partnerships since 1983. A
majority of his investments has been in data communication and software and
he has served as a director of many private and public companies over the last
30 years. Prior to ABS Ventures, Mr. Grayson was an associate at McKinsey
and Co., a management consulting firm, from 1978 to 1980 and a venture
capitalist at Adler & Co. from 1980 to 1983. Mr. Grayson has also served as a
Director of Everbridge, Inc., a provider of communications solutions, since
2012. Mr. Grayson holds a Bachelor of Arts degree from Harvard College, a
Master’s degree from Oxford University, and a Juris Doctor degree from the
University of Virginia School of Law, and was elected a Rhodes Scholar from
California in 1974. He served in the U.S. Army in Vietnam and separated as a
captain in 1970.

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.

Committees: Nominating and Corporate Governance Committee (Chair); Audit
Committee; Compensation Committee

Age: 67

Director Since:
October 2017

Independent Director

Beatriz V. Infante
Chief Executive Officer of BusinessExcelleration LLC

Background: Ms. Infante was previously a director of Sonus Networks, Inc.
from January 2010 until the merger with GENBAND in 2017 that created
Ribbon. Since 2009, Ms. Infante has served as Chief Executive Officer of
BusinessExcelleration LLC, a business consultancy specializing in corporate
transformation and renewal. From 2010 until its acquisition by Infor in 2011,
Ms. Infante was the Chief Executive Officer and a director of ENXSUITE
Corporation, a leading supplier of energy management solutions. From 2006
until its acquisition by Voxeo Corporation in 2008, she was the Chief Executive
Officer and a director of VoiceObjects Inc., a market leader in voice applications
servers. Ms. Infante served as a director and Interim Chief Executive Officer of
Sychron Inc., a data center automation company, from 2004 to 2005 until its
sale to an investor group. Ms. Infante was Chief Executive Officer and President
of Aspect Communications Corporation (“Aspect”), a market leader in
communications solutions, from April 2000 until October 2003. She was named
Board Chair of Aspect in February 2001, and between October 1998 and
April 2000, she held additional executive roles, including Co-President. Since
January 2018, she has served on the Board of Directors and the Audit
Committee of PriceSmart Inc., and became Chair of its Compensation
Committee and Chair of its Digital Transformation Committee in November 2018
and January 2019, respectively. She has served on the Board of Directors and
Audit Committee of Liquidity Services Inc. since May 2014, and has additionally
served as Chair of the Compensation Committee since November 2015. From
July 2016 until its acquisition by Veeco in May 2017, Ms. Infante served on the
Board of Directors and the Nominating and Corporate Governance Committee
of Ultratech. From May 2012 until its acquisition by Broadcom Limited in
May 2015, she served on the Board of Directors and Compensation Committee
of Emulex Corporation, and additionally became Chair of the Nominating and
Corporate Governance Committee in February 2014. Ms. Infante has previously
served as a director at a number of privately held companies. Ms. Infante has
also served since June 2016 as an Advisory Board member of Guardian
Analytics and since July 2015 as the Chair of the Advisory Board of Infrascale.
Additionally, Ms. Infante is a National Association of Corporate Directors Board
Leadership Fellow, and in 2016 was named to the 2016 NACD Directorship 100,
which honors the most influential boardroom leaders each year. In 2013, she
was named to the Financial Times Agenda “Top 50 Digital Directors’ List.”
Ms. Infante holds a Bachelor of Science and Engineering degree in electrical
engineering and computer science from Princeton University and holds a Master
of Science degree in engineering science from California Institute of
Technology.

Skills and expertise: The Board believes 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.

Committees: Compensation Committee (Chair); Audit Committee; Technology
and Innovation Committee

Age: 54

Director Since: March 2020

Non-Independent Director

Bruce W. McClelland
President and Chief Executive Officer of Ribbon Communications Inc.

Background: Mr. McClelland has been our President, Chief Executive Officer
and a director since March 2020, and is responsible for the strategic direction
and management of Ribbon. He has served in numerous leadership roles
throughout his three-decades long career, which includes 20 years at ARRIS
International plc (“Arris”), a telecommunications equipment manufacturing
company, where he most recently served as its Chief Executive Officer from
September 2016 to April 2019 and led the sale of ARRIS to CommScope Inc.
(“CommScope”), a global network infrastructure provider company, in
April 2019. While at ARRIS, Mr. McClelland 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. Mr. McClelland
held several other roles at ARRIS, including President of Network & Cloud and
Global Services from April 2013 to August 2016 and has authored several
communications-related patents. Following the acquisition of ARRIS by
CommScope, Mr. McClelland served as the Chief Operating Officer of
CommScope from April 2019 to August 2019, where he was responsible for the
combined portfolio of products and services. Previously, Mr. McClelland spent
eleven years at Nortel Networks Corporation (“Nortel”) and Bell Northern
Research (“BNR”). He began his career with BNR in Ottawa, Canada and was
responsible for the development of Nortel’s SS7 switching products immediately
prior to joining ARRIS. Mr. McClelland earned his Bachelor of Science degree in
electrical engineering from the University of Saskatchewan.

Skills and expertise: The Board believes 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.

Committees: N.A.

Age: 66

Director Since: March 2020

Independent Director

Krish A. Prabhu
Former Chief Technology Officer and President of AT&T Labs

Background: Mr. Prabhu is currently an independent technology consultant and
advisor to technology start-ups. Most recently, he was Chief Technology Officer
and President of AT&T Labs, the research and development division of the
telecommunications company AT&T, from June 2011 to September 2016.
During his tenure, he was responsible for AT&T Labs’ global technology
direction, including network innovation, product development and research,
intellectual property organization and global supply chain organization. Prior to
this, he served as President and Chief Executive Officer of Tellabs, a
networking technology company. Mr. Prabhu was a venture partner at
Morgenthaler Ventures, where he was involved with the funding and
development of startup companies specializing in networking hardware and
software. Earlier in his career, Mr. Prabhu held various leadership positions at
Alcatel, an international telecom company, including Chief Operating Officer,
Chief Executive Officer of Alcatel USA, and Executive Vice President and Chief
Technology Officer of U.S. operations. Mr. Prabhu has served on the Board of
Directors of Sanmina Corporation, a leading integrated manufacturing solutions
company, as well as its Compensation Committee, since September 2019, and
served on the Board of Directors of Altera Corporation, as well as its
Compensation Committee, from 2013 to 2015. He also serves on the boards of
directors of three private companies. Mr. Prabhu obtained a Master of Science
degree in physics from the Indian Institute of Technology in Bombay, India and a
Master of Science degree and Ph.D. in electrical engineering from the
University of Pittsburgh.

Skills and expertise: The Board believes Mr. Prabhu is qualified to serve on the
Board because of his technical experience and expertise, including his role as a
Chief Technology Officer at AT&T Labs, and his executive leadership
experience at various companies.

Committees: Compensation Committee; Technology and Innovation Committee

Age: 66

Director Since: June 2020

Non-Independent Director

Shaul Shani
Founder and Chairman of Swarth Group

Background: Mr. Shani has been a director and Chairman of the Board of
Ribbon since June 2020. Mr. Shani is a founder and has been the Chairman of
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,
since 2006. Mr. Shani is an entrepreneur and investor and has held board
positions at many private and public companies in the field of
telecommunications and technology over the last 30 years. He served as a
director of ECI — where Swarth Group was the controlling shareholder — from
2007 to 2012 and held the position of Chairman from 2009 to 2012. From 1997
until its acquisition by the Vivendi Group in 2009, Swarth Group was the lead
investor in, and Mr. Shani was Executive Chairman of, Global Village Telecom, a
telecommunications service provider in Brazil which was listed on Ibovespa in
2007. Prior to this, in 1994 Mr. Shani founded the 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 — where he served as a director on behalf of the Magnum Group from
1999 to 2000. Mr. Shani was a founder of Sapiens International Corporation, a
software development company which was listed on the Nasdaq Stock Market in
1992, where he also served as CEO and Chairman from 1989 to 1993. He was
a founder and the CEO of Eurosoft, an IT company, from 1987 to 1985. In 1982,
he founded Oshap Technologies Ltd, a developer of flexible automation
software for robotics, where he held the position of CEO from 1982 to 1985
when the company was listed on the Nasdaq Stock Market. In 1983, Mr. Shani
founded Tecnomatix Technologies, which was listed on the Nasdaq Stock
Market in 1993.

Skills and expertise: The Board believes Mr. Shani is qualified to serve on the
Board due to his extensive background in finance and private equity, his
extensive knowledge of ECI’s business and his experience serving as a director
of companies in the telecommunications industry.

Committees: N.A.

Age: 68

Director Since:
October 2017

Non-Independent Director

Age: 59

Director Since: June 2020

Independent Director

Richard W. Smith
Chairman of Private Capital at JPMorgan Chase & Co.

Background: Mr. Smith has been the Chairman of Private Capital (the head of
private investments) at JPMorgan Chase & Co., a multinational banking and
financial services holding company, since November 2014, which position
includes private and public company investments on the bank’s balance sheet.
He has held positions as Managing Director and Managing Partner and General
Partner at private equity and venture funds since 1981, including One Equity
Partners from 2002 to November 2014 and Allegra Partners and predecessor
entities from 1981 to 2013. From 1979 to 1981, Mr. Smith was Senior
Investment Manager at Citicorp Venture Capital Ltd., a former venture and
private equity investment division of Citigroup Inc. Prior to that, he worked in the
International Money Management Group of Morgan Guaranty Trust Company of
New York from 1974 to 1979. Mr. Smith was previously a Director of GENBAND
from 2014 to 2017 and has over 40 years’ experience as a technology investor
and as a board member of both public and private companies. Mr. Smith earned
his Bachelor of Arts from Harvard College and is co-author of the book
Treasury Management: A Practitioner’s Handbook, John Wiley & Sons, 1980.

Skills and expertise: The Board believes 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.

Committees: N.A.

Tanya Tamone
Chief Executive Officer of Sogerco S.A.

Background: Ms. Tamone has held the position of CEO of Sogerco S.A., a
private trust company, since 2007. She has held a variety of senior positions at
a number of private trust companies since 1996 and currently serves as a
director for several privately held companies. Between 1985 to 1996,
Ms. Tamone served as a trader for Bank Leu, Fuji Bank and Cedef S.A in
Switzerland, specializing in currency and interest trading.

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.

Committees: Nominating and Corporate Governance Committee

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, 2021. 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 2021 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, 2022. Even if the proposal is approved at the 2021 Annual Meeting, the Audit Committee
may, at its discretion, direct the appointment of a different independent registered public accounting firm at any time
during the year if it determines that such change would be in the interests of the Company and its stockholders.

Representatives of Deloitte are expected to virtually attend the 2021 Annual Meeting and will have the

opportunity to make a statement and be available to respond to appropriate questions by stockholders.

Deloitte Fees

The following is a summary and description of fees for services provided by Deloitte in 2020 and 2019:

Fee Category

2020

2019

Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,518,608
484,450
304,326
—

$1,647,342
172,000
300,667
10,780

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,307,384

$2,130,789

Audit Fees. These amounts represent fees for the audit of our consolidated financial statements included

in our 2020 Annual Report on Form 10-K (the “2020 Annual Report”), the review of financial statements included
in our Quarterly Reports on Form 10-Q, the audit of our internal control over financial reporting and the services
that an independent auditor would customarily provide in connection with subsidiary audits, statutory requirements,
regulatory filing and similar engagements for the fiscal year, such as consents and assistance with review of
documents filed with the SEC. Audit fees also include advice on accounting matters that may arise in connection
with, or as a result of, the audit or the review of periodic consolidated financial statements and statutory audits
that non-U.S. jurisdictions require.

Audit-Related Fees. Audit-related fees consist of fees related to due diligence services and accounting
consultations regarding the application of generally accepted accounting principles to proposed transactions.

Tax Fees. Tax fees consist of professional services for tax compliance, tax advice and tax planning.
These services include assistance regarding federal, state and international tax compliance, value-added tax
compliance, and transfer pricing advice and planning.

All Other Fees. All other fees consist of professional products and services other than the services

reported above, including fees for our subscription to Deloitte’s online accounting research tool.

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

The Audit Committee has adopted a policy to pre-approve audit and permissible non-audit services provided

by the independent registered public accounting firm. These services may include audit services, audit-related
services, tax services and other services. Prior to engagement of the independent registered public accounting
firm for the next year’s audit, the independent registered public accounting firm and our management submit a list
of services expected to be rendered during that year for each of the four categories of services to the Audit
Committee for approval. Pre-approval is generally provided for up to one year and any pre-approval is detailed
as to the particular service or category of services. The independent registered public accounting firm and our
management periodically report to the Audit Committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with this pre-approval process. The Audit Committee

may also pre-approve particular services on a case-by-case basis. The Audit Committee pre-approved all of the
services and fees of Deloitte set forth above in accordance with such policy.

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

The Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment
of Deloitte & Touche LLP as our independent registered public accounting firm for 2021.

PROPOSAL 3 — APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS

The Board is dedicated to excellence in governance and is mindful of the interests our stockholders have in

our executive compensation program. As part of that commitment and pursuant to the rules of the SEC, our
stockholders are being asked to approve a non-binding advisory resolution on the compensation of our named
executive officers. This proposal, which is typically called the “Say-on-Pay” proposal, offers stockholders the
opportunity to express their opinions on our 2020 executive compensation program and policies for our named
executive officers through the following resolution:

“RESOLVED, that the stockholders of Ribbon Communications Inc. (the “Company”) approve, on an
advisory basis, the compensation paid to the Company’s named executive officers as disclosed pursuant to
the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the
“Compensation Discussion and Analysis” section and the accompanying compensation tables and the
related narratives in the Proxy Statement for the Company’s 2021 annual meeting of stockholders.”

This vote is not intended to address any specific element of compensation, but rather the overall compensation
policies and practices relating to the named executive officers. Even though the outcome of this advisory vote on
the compensation of our named executive officers is non-binding, the Board and its Compensation Committee
will, as they have done in prior years, consider the outcome of this vote when making future compensation
arrangements. The outcome of this advisory vote does not overrule any decision by the Company or the Board (or
any committee thereof), create or imply any change to the fiduciary duties of the Company or the Board (or any
committee thereof), or create or imply any additional fiduciary duties for the Company or the Board (or any
committees thereof). At the annual meeting held in 2020, stockholders cast 98.3% of the votes “for” this proposal
at that meeting.

We believe that for the reasons summarized in the “Compensation Discussion and Analysis” section of this

Proxy Statement, we have a compensation program deserving of stockholder support. Unless the Board modifies
its policy regarding the frequency of holding “say on pay” advisory votes, such votes will take place every year
and the next such vote will occur at the 2022 Annual Meeting.

The Board of Directors recommends that stockholders vote “FOR” the approval, on a non-binding,
advisory basis, of the compensation of our named executive officers.

CORPORATE GOVERNANCE AND BOARD MATTERS

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 the
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 law and our overall success. Governance is an ongoing focus at Ribbon,
starting with the Board and extending to management and all employees. In addition, we solicit feedback from
stockholders on governance and executive compensation practices in order to improve our practices.

Strong Governance Practices

✓ Annual Election of All Directors

✓ Majority Voting for Director Elections

✓ Separate Chairman and CEO

✓ Appointment of Lead Independent Director

✓ Substantial Majority of Independent Directors

✓ Independent Directors Meet without Management

✓ Board with Wide Range of Experience and Skills

✓ Annual Equity Grant to Non-Employee Directors

✓ Annual Board and Committee Self-Evaluations

✓ Annual Advisory Approval of Executive Compensation

✓ Disclosure Committee for Financial Reporting

✓ Review and Approval Policy for Related Party Transactions

✓ Share Ownership Guidelines for our CEO, Certain Officers and our Non-Employee Directors

✓ Clawback Policy for Recovering Incentive-Based Compensation Following an Accounting Restatement

✓ Insider Trading Policy that Prohibits Hedging, Pledging and Other Similar Actions for our Executive

Officers and Directors

Oversight of Risk Management

At Ribbon, we believe that innovation and leadership are impossible without taking risks. We also recognize
that imprudent acceptance of risk or the failure to appropriately identify and mitigate risks could be destructive to
stockholder value. The Board is responsible for assessing the Company’s approach to risk management and
overseeing management’s execution of its responsibilities for identifying and managing risk. The Board exercises
its responsibilities through discussions in Board meetings and also through its committees, each of which
examines various components of enterprise risk as part of its responsibilities. Generally, strategic risks, including
risks relating to the COVID-19 pandemic and its impact on the Company, our employees, customers and
suppliers, and the risks related to management delegation are overseen and evaluated by the full Board; financial,
internal control risks are overseen and evaluated by the Audit Committee; risks relating to our compensation
policies are overseen and evaluated by the Compensation Committee; risks related to governance are overseen
and evaluated by the Nominating and Corporate Governance Committee; and cybersecurity risks are overseen
and evaluated by the Technology and Innovation Committee. 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 consists of nine directors, one of whom is employed by the Company (Mr. McClelland). As
previously noted in this Proxy Statement, the Company is party to the Stockholders Agreement with the JPM
Stockholders and Swarth. The Stockholders Agreement provides, among other things, that:

(i) until March 3, 2022, there will be nine directors on the Board, except (A) if otherwise approved by the
Board, including a majority of the independent directors as defined in the Stockholders Agreement, in connection
with (x) an acquisition of another business by the Company or (y) an equity investment in the Company, or
(B) as may otherwise be approved by the Board, including a majority of the independent directors as defined in
the Stockholders Agreement and the written consent of the JPM Stockholders and Swarth;

(ii) following March 3, 2022, 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;

(iii) 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 will 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 will 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
will 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

(iv) 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 will have
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 will have 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; (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 will have 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.

In the event any director designated by the JPM Stockholders or Swarth is unable to serve, the JPM
Stockholders are and/or Swarth is, as applicable, entitled to designate a replacement director, subject to the
conditions set forth in the Stockholders Agreement.

Director Experience and Tenure

Our directors collectively possess a broad mix of skills, qualifications and proven leadership abilities. The
Nominating and Corporate Governance Committee practices a long-term approach to board refreshment. The
Nominating and Corporate Governance Committee regularly identifies individuals who would complement and
enhance the current directors’ skills and experience.

It is of great importance to the Company that the Nominating and Corporate Governance Committee
recruit directors who help achieve the goal of an experienced, diverse Board that functions effectively as
a group. The Nominating and Corporate Governance Committee expects each of the Company’s directors to
have proven leadership skills, sound judgment, integrity, and a commitment to the success of the Company. In
evaluating director candidates and considering incumbent directors for nomination to the Board, the Committee
considers a variety of factors, including independence, financial literacy, personal and professional
accomplishments, and experience in light of the needs of the Company. For incumbent directors, the factors also
include attendance, past performance on the Board and contributions to the Board and its respective committees.

Director Independence

Our Corporate Governance Guidelines provide that, in determining the independence of a director, the
Board will be guided by the definitions of “independent director” in the listing rules of Nasdaq and applicable
laws and regulations as well as the definition of “independent director” set forth in the Stockholders Agreement.

During its annual review of director independence, the Board considers all information it deems relevant,
including without limitation, any transactions and relationships between each director or any member of his or
her immediate family and the Company and its subsidiaries and affiliates. The Board conducted an annual review
of director independence and affirmatively determined that each of Mariano S. de Beer, R. Stewart Ewing, Jr.,
Bruns H. Grayson, Beatriz V. Infante, Krish A. Prabhu and Tanya Tamone meets 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.

Meeting Attendance

Our Board recognizes the importance of director attendance at Board and committee meetings. Our Board
held eight meetings during 2020, four of which were regular meetings and four of which were special meetings.
Each of the incumbent directors attended at least 75% of the combined total meetings of the Board and its
committees on which they served. While we do not have a formal policy regarding the attendance of directors
at our annual meetings of stockholders, it is expected that, absent compelling circumstances, all of our directors
will attend. All of the then-current members of the Board attended our 2020 annual meeting of stockholders.

Board Committees

Our Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating

and Corporate Governance Committee and 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:

Audit

Compensation

Nominating and
Corporate
Governance

Technology and
Innovation

Mariano S. de Beer

R. Stewart Ewing, Jr.

Bruns H. Grayson

Beatriz V. Infante

Bruce W. McClelland

Krish A. Prabhu

Shaul Shani

Richard W. Smith

Tanya Tamone

= Chair

= Member

Under the Stockholders Agreement and subject to the Company’s obligation to comply with any applicable

independence requirements under the Nasdaq rules and the rules of the SEC, or unless waived by the JPM
Stockholders, for so long as the JPM Stockholders have the right to nominate at least two directors to the Board,
(i) the Nominating and Corporate Governance Committee will be comprised of three “independent directors”
under the Stockholders Agreement, at least one of whom must be a designee of JPM Stockholders; (ii) a designee
of the JPM Stockholders must be the Chairman of each of the Nominating and Corporate Governance
Committee and the Compensation Committee and (iii) only in the case that Swarth does not have the right to
nominate at least two directors to the Board, a designee of the JPM Stockholders must be the Chairman of the
Audit Committee.

Also under the Stockholders Agreement and subject to the Company’s obligation to comply with any
applicable independence requirements under the Nasdaq rules and the rules of the SEC, or unless waived by
Swarth, for so long as Swarth has the right to nominate at least two directors to the Board, (i) the Nominating and
Corporate Governance Committee must be comprised of three “independent directors” under the Stockholders
Agreement, at least one of whom must be a designee of Swarth, (ii) a designee of Swarth must be the Chairman
of the Audit Committee; and (iii) only in the case that the JPM Stockholders do not have the right to nominate at
least two directors to the Board, a designee of Swarth must be the Chairman of each of the Nominating and
Corporate Governance Committee and the Compensation Committee.

The Nominating and Corporate Governance Committee determines the size and membership of each of the

Audit Committee, the Compensation Committee, the Technology and Innovation Committee and all other
committees established by the Board, provided that (i) such determination will comply with mandatory legal and
listing requirements; (ii) for as long as the JPM Stockholders have the right to nominate at least one director to the
Board who is eligible to serve on such committee, at least one member of each such committee will be a
designee of the JPM Stockholders; and (c) 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.

Audit Committee (8 meetings held in 2020). 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 risk
exposures and assessing the policies and procedures management has implemented to monitor and control
such exposures. 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
www.ribboncommunications.com, in the section entitled Company — Investor Relations — Corporate
Governance — Governance Highlights.

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.

Compensation Committee (7 meetings held in 2020). 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.

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
www.ribboncommunications.com, in the section entitled Company — Investor Relations — Corporate
Governance — Governance Highlights.

Nominating and Corporate Governance Committee. (4 meetings held in 2020). As described more fully in
its charter, the Nominating and 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 make recommendations to the Board.

The Nominating and Corporate Governance Committee operates under a written charter adopted by the

Board that reflects standards and requirements adopted by Nasdaq, a current copy of which is available at
www.ribboncommunications.com, in the section entitled Company — Investor Relations — Corporate
Governance — Governance Highlights.

Technology and Innovation Committee. (4 meetings held in 2020). As described more fully in its charter,
the Technology and 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; (iv) the direction and effectiveness of the Company’s
research and development operations; and (v) technology and technology-related risk matters, including
information and cybersecurity.

The Technology and Innovation Committee operates under a written charter adopted by the Board, a current

copy of which is available at www.ribboncommunications.com, in the section entitled Company — Investor
Relations — Corporate Governance — Governance Highlights.

Director Nomination Process

The Nominating and Corporate Governance Committee screens and recommends candidates for nomination

by the full Board, other than those directors designated pursuant to the Stockholders Agreement. There are no
specific minimum qualifications for a recommended nominee to our Board; however, the Nominating and Corporate
Governance Committee considers, among other skills and criteria, the following for nomination as a director:
demonstrated business knowledge, technical skills and experience; an ability to exercise sound judgment in
matters that relate to our current and long-term objectives; commitment to understanding us and our industry and
to regularly attend and participate in meetings of our Board and its committees; a reputation for integrity,
honesty and adherence to high ethical standards; diversity of background and other desired qualities; the ability
and experience to understand the sometimes conflicting interests of our various constituencies and to act in the
interests of all stockholders; and the absence of any conflict of interest that would impair the nominee’s ability
to represent the interest of all our stockholders and to fulfill the responsibilities of being a director.

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of
recommended director nominees, the Nominating and Corporate Governance Committee applies the criteria
generally set forth in the Nominating and Corporate Governance Committee Charter. The process followed by
the Nominating and Corporate Governance Committee to identify and evaluate director candidates includes
requests to our Board members and others for recommendations, meetings from time to time to evaluate
biographical information and background material relating to potential candidates and interviews of selected
candidates by members of the Nominating and Corporate Governance Committee and our Board. Our Board
believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite
mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. In identifying
potential director candidates, the Nominating and Corporate Governance Committee and the Board also focus
on ensuring that the Board reflects diversity, including in experiences, backgrounds and skills. The Nominating and
Corporate Governance Committee has the authority to engage independent advisors to assist in the process of
identifying and evaluating director candidates, but has not engaged any such advisors to date.

Stockholder Nominations and Recommendations of Director Candidates

Stockholders who wish to recommend candidates to the Nominating and Corporate Governance Committee

for consideration as potential director candidates should send their recommendation to the Nominating and
Corporate Governance Committee, c/o Corporate Secretary, Ribbon Communications Inc., 6500 Chase Oaks
Blvd., Suite 100, Plano, Texas 75023. In considering candidates submitted by stockholders, the Nominating and
Corporate Governance Committee will take into consideration the current make-up of the Board, what skills should
be added (if any) and the qualifications of the candidate. The Nominating and Corporate Governance Committee
will consider director candidates recommended by stockholders in the same manner as candidates recommended
by the Nominating and Corporate Governance Committee, as described above in “Director Nomination Process.”

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 2022 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: (i) increasing the independent oversight of Ribbon and
enhancing our Board’s objective evaluation of our CEO; (ii) focusing the CEO on company operations instead of
Board administration; (iii) providing the CEO with an experienced sounding board; (iv) providing greater
opportunities for communication between stockholders and our Board; (v) enhancing the independent and
objective assessment of risk by our Board; and (vi) 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.

Sustainability, Social and Environmental Responsibility

We are committed to providing our stockholders with increased visibility into our practices and efforts to

support and meet our environmental, social and governance goals. These goals are directly supported by the
values we aspire to achieve at Ribbon.

Ribbon’s Values

Team

Passion

Customer

Innovation

True

We work as One
Team, advancing
together towards
common and clear
goals.

We take pride in
and celebrate our
achievements!

Ribbon’s
competitive
advantage relies on
our ability to offer
innovative, creative
and state-of-the-art
technology.

Transparency
Respect
Unpretentious
Empowerment

We strive to be a
trusted advisor to
our customers. We
do that by listening
to them, anticipating
their needs and
offering best in
class solutions. Our
customers know
that “we do what we
say”.

We believe we contribute to the communities in which we operate through the mitigation of climate change

and other global sustainable development priorities. We aim to help improve the quality of the lives of people,
society and the health of the planet through leveraging our expertise in transforming networks, enhancing security
and delivering world-class solutions.

Sustainability

We believe that it is our duty to support global efforts to mitigate climate change. Ribbon is
committed to:

▪

Protecting the environment and preventing pollution within our products’ lifecycle with
responsible product design and by requiring our suppliers to adhere to sustainable
practices.

Fulfilling our compliance obligations by complying with all applicable environmental
legislation and other requirements.

Continually improving our Environmental Management System (EMS) to enhance
environmental performance.

Utilizing environmental awareness education and implementing administrative controls to
assess our compliance obligations, processes and practices, and to identify opportunities
for reductions in energy usage, carbon emissions and waste.

We believe our solutions support many of the major technology trends that will underpin
economic stability. These trends include:

Products

▪

Accelerating customers’ move to the cloud.

Helping to redefine working from home.

New analytics to maximize network efficiencies.

Connecting the unconnected.

Helping solve real-world problems like robocalling.

As an international company, we are committed to maintaining a diverse and inclusive
workforce and empowering all employees.
▪ We engage our employees by providing opportunities for personal and professional

growth and maintaining a culture of open communications.

People

▪ We believe in fairly and competitively rewarding our employees, including providing

benefits tailored to local market norms in each region to support employees with medical
insurance, paid leave and other non-salary benefits.

▪ We delivered approximately 12 training hours per employee across our workforce as an

investment in their professional growth.

▪ We strive for a workplace that is free of hazards for our employees and have a strong

track record for safety that we reinforce through regular training modules.

For additional information regarding our corporate governance and our social responsibility goals and

initiatives, please see “Corporate Governance” on our investor relations website (www.investors.
ribboncommunications.com) and our most recent sustainability report, which is available at
www.ribboncommunications.com in the section entitled Company — Company Policies — Sustainability.

Additional Governance Matters

Code of Ethics. Our Board has adopted a written Amended and Restated Code of Conduct, which

qualifies as a “code of ethics” as defined by SEC rules. The Amended and Restated Code of Conduct is intended
to provide guidance on the conduct expected of Ribbon’s employees, officers and directors in the interests of
preserving Ribbon’s reputation for integrity, accountability and fair dealing. To ensure that our business is conducted
in a consistently legal and ethical manner, our Amended and Restated Code of Conduct applies to all of our
directors, officers and employees.

We intend to disclose any amendment to or waiver of a provision of the Amended and Restated Code of
Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, by posting such information on our website at
www.ribboncommunications.com.

Public Availability of Corporate Governance Documents For more corporate governance information, you

are invited to access our key corporate governance documents, including our Corporate Governance Guidelines,
Amended and Restated Code of Conduct and the charters of our Audit Committee, Compensation Committee,
Nominating and 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 writing, calling or e-mailing our Investor Relations Department at Ribbon Communications Inc., 6500 Chase
Oaks Blvd., Suite 100, Plano, Texas 75023, Attention: Investor Relations, (978) 614-8050, ir@rbbn.com. Our
Investor Relations Department will review all such communications and will forward to the Lead Independent
Director all communications that raise an issue appropriate for consideration by our Board.

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated

by reference in future filings with the U.S. Securities and Exchange Commission, or subject to the liabilities of
Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that we specifically request
that it be treated as soliciting material or specifically incorporate it by reference into a document filed under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

We reviewed Ribbon’s audited financial statements for the fiscal year ended December 31, 2020 and
discussed these financial statements with Ribbon’s management, including a discussion of the quality, not just
the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of
disclosures in the financial statements. Ribbon’s management is responsible for Ribbon’s financial reporting
process, including its system of internal controls, and for the preparation of consolidated financial statements
in accordance with generally accepted accounting principles. Ribbon’s independent registered public accounting
firm, Deloitte & Touche LLP (“Deloitte”), is responsible for performing an independent audit of Ribbon’s financial
statements in accordance with standards of the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and issuing a report on those financial statements and issuing a report on the effectiveness of
Ribbon’s internal control over financial reporting as of the end of the fiscal year. Our responsibility is to monitor
and review these processes. We also reviewed and discussed with Deloitte the audited financial statements and
the matters required by the SEC and PCAOB.

Deloitte provided us with, and we reviewed, the written disclosures and the letter required by the applicable

requirements of the PCAOB that independent registered public accounting firms annually to disclose in writing
all relationships that in the independent registered public accounting firm’s professional opinion may reasonably
be thought to bear on independence, to confirm their independence and to engage in a discussion of independence.
In addition to engaging in this discussion with Deloitte regarding its independence, we also considered whether
Deloitte’s provision of other, non-audit related services to Ribbon is compatible with maintaining Deloitte’s
independence.

Based on our discussions with management and Deloitte, and our review of information provided by

management and Deloitte, we recommended to the Ribbon Board of Directors that the audited financial statements
be included in Ribbon’s Annual Report on Form 10-K for the year ended December 31, 2020.

Submitted by,
AUDIT COMMITTEE:
R. Stewart Ewing, Jr. (Chair)
Bruns H. Grayson
Beatriz V. Infante

DIRECTOR COMPENSATION

The Compensation Committee reviews the compensation of our non-employee directors periodically and
recommends changes to the Board when it deems appropriate. The following table describes the components of
the non-employee directors’compensation for 2020:

Compensation Element

Compensation Payment

Annual Retainer

Annual Equity Retainer

Committee Fees(3)

Non-Executive Chairman Fee(3)
Chair Fee(4)

$60,000(1)(2)
$120,000(1)(2) 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)

$15,000 for the Audit Committee
$10,000 for the Compensation Committee
$5,000 for the Nominating and Corporate Governance Committee
$5,000 for the Technology and Innovation Committee
$100,000(2)

$25,000 for the Audit Committee
$17,000 for the Compensation Committee
$10,000 for the Nominating and Corporate Governance Committee
$10,000 for the Technology and Innovation Committee

New Director Retainer

Stock Ownership Guidelines

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

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 is paid directly to Heritage PE (OEP) III L.P. (“Heritage III”).

(2) Mr. Shani waived receipt of any compensation for his service as Chairman of the Board in 2020.

(3) Compensation for service as the chairman of the Board or a committee member is in addition to the compensation paid

for Board service.

(4) Compensation for service as a committee chair is in addition to the compensation paid for service on such committee.

We utilized the significant experience of several of our then-current directors to assist us in conducting due

diligence in connection with the ECI Acquisition. In light of the additional time commitment made to Ribbon to
assist in that process, the Board approved a special award of 30,000 shares to each of Messrs. Fennebresque,
Grayson, Lynch, Mathy and Schubert, and Ms. Infante in February 2020.

On May 6, 2020, in response to industry-wide conditions, including the uncertainty created by the effects of

the COVID-19 pandemic, each non-employee agreed to reduce their annual cash retainer by 50% effective May 15,
2020. The reduction was in place until September 15, 2020. In addition, Messrs. Shani and Smith agreed not to
receive any compensation for their service as directors of the Company effective April 1, 2020.

Total Director Compensation for 2020

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

Board during 2020:

2020 Director Compensation

Director
Mariano S. de Beer(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
R. Stewart Ewing, Jr.(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kim S. Fennebresque(5)
. . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruns H. Grayson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beatriz V. Infante . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Richard J. Lynch(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kent J. Mathy(6)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Krish A. Prabhu(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Scott E. Schubert(6)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shaul Shani(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Richard W. Smith(7)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tanya Tamone(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Fees Earned
or Paid in Cash
($)

Stock Awards
($)(1)

Total
($)(2)

$29,750
$63,960
$25,500
$82,960
$85,693
$79,710
$27,210
$46,960
$49,710
$
—
$40,000
$27,417

$120,004
$155,841
$105,000
$225,004
$225,004
$105,000
$105,000
$155,841
$105,000
—
$
$
—
$120,004

$149,754
$219,801
$130,500
$307,964
$310,697
$184,710
$132,210
$202,801
$154,710
$
—
$ 40,000
$147,421

(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
2020. The grants made to each director during 2020 were as follows:

Director

Restricted
Stock Units
(#)

Grant Date
Fair Value
($)

Mariano S. de Beer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,089(a)

$120,004

R. Stewart Ewing, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,591(b)
27,089(a)

$ 35,387
$120,004

Kim S. Fennebresque . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,000(c)

$105,000

Bruns H. Grayson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Beatriz V. Infante . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,000(c)
27,089(a)

$105,000
$120,004

30,000(c)
27,089(a)

$105,000
$120,004

Richard J. Lynch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,000(c)

$105,000

Kent J. Mathy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,000(c)

$105,000

Krish A. Prabhu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16,591(b)
27,089(a)

$ 35,837
$120,004

Scott E. Schubert

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

30,000(c)

$105,000

Shaul Shani . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Richard W. Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Tanya Tamone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,089(a)

$120,004

(a) Annual director RSU award granted on June 22, 2020 that vests on June 22, 2021 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.

(b) Pro-rated 2019 director RSU award to new Board members (who joined the Board of Directors on February 17, 2020)

granted on March 17, 2020 for the period from February 17, 2020 through June 17, 2020; these shares were released on
June 17, 2020.

connection with the ECI acquisition. These shares were released on February 21, 2020.

(d) As of December 31, 2020, our non-employee directors (serving as of that date) held an aggregate of 162,534 unvested

restricted stock units as follows:

Non-Employee Directors

Number of Unvested
RSUs Held as of
December 31, 2020

Mariano S. de Beer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
R. Stewart Ewing, Jr.
Bruns H. Grayson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beatriz V. Infante . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Krish A. Prabhu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shaul Shani . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Richard W. Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tanya Tamone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,089
27,089
27,089
27,089
27,089
—
—
27,089

(2) Non-employee directors also are eligible to be reimbursed for reasonable out-of-pocket expenses incurred in connection

with attendance at our Board or committee meetings.

(3)

In accordance with the Stockholders Agreement, the Board appointed Ms. Tamone and Messrs. de Beer and Shani as
directors effective June 19, 2020. Mr. Shani waived receipt of any compensation for his service as director in 2020.

(4) The Board appointed Messrs. Ewing and Prabhu as directors effective February 17, 2020.

(5) On February 17, 2020, Mr. Fennebresque resigned as a director of the Company, effective on March 1, 2020. In connection

with his resignation from the Board, we accelerated the vesting of Mr. Fennebresque’s 25,975 unvested shares.

(6) On June 18, 2020, Messrs. Lynch, Mathy and Schubert resigned as directors of the Company.

(7) Mr. Smith is not entitled to any equity compensation in connection with his services as a member of the Board. Effective
April 1, 2020, Mr. Smith waived receipt of any compensation in connection with his service as a director. As a result,
fees paid to Mr. Smith included herein represent prorated annual director fees through April 1, 2020, consistent with other
non-employee directors, and additional prorated fees in lieu of the 2020 annual director grant. All compensation for
Mr. Smith’s services is paid directly to Heritage III.

The executive officers of the Company as of the date hereof are listed below:

EXECUTIVE OFFICERS OF THE REGISTRANT

Name

Age

Position

Bruce W. McClelland

Miguel (“Mick”) Lopez

Steven Bruny

Sam Bucci

Patrick Macken

Steve McCaffery

Anthony Scarfo

President and Chief Executive Officer

Executive Vice President, Chief Financial Officer

Executive Vice President, Sales — Americas Region

Executive Vice President and General Manager,
IP Optical Networks Business Unit

Executive Vice President, Chief Legal Officer and Corporate Secretary

Executive Vice President, Sales — EMEA and APAC Regions

Executive Vice President and General Manager, Cloud and Edge
Business Unit

Biographical information regarding each executive officer other than Bruce W. McClelland is set forth below.
Mr. McClelland’s biographical information is set forth above under the section entitled “Proposal 1 — Election of
Directors.”

Mick Lopez has served as our Executive Vice President, Chief Financial Officer since July 2020. Mr. Lopez

most recently served as the CFO of Vista Outdoor Inc., a leading global designer and manufacturer of outdoor
sports and recreation consumer products from 2018 until April 2020. He was instrumental in driving cost out of the
business, executing on strategic portfolio divestitures, and reducing financial leverage with a low-cost scalable
capital structure. Prior to joining Vista Outdoor, he served as the CFO at Veritas Technologies from 2016 to 2017
where he drove profitability improvements through portfolio and operational improvements. Prior to joining
Veritas Technologies, Mr. Lopez was the CFO for Harris Corporation from 2014 to 2016 where he played an
integral role in reshaping corporate strategy, which resulted in the $3 billion acquisition of Exelis Inc. From 2011
to 2014, he was the CFO for Aricent Group/KKR Private Equity, where he drove initiatives focused on improving
profitability, leverage position and global tax structure. Earlier in his career, he gained valuable experience as
Vice President, Finance at Cisco Systems and Tyco International, as well as international assignments with IBM
and KPMG. Mr. Lopez holds a Bachelor of Science degree in business administration with a double major in
finance and accounting from Georgetown University and a Master of Business Administration from the University
of Chicago. He has been a Certified Public Accountant since 1983.

Steven Bruny has served as our Executive Vice President, Sales — Americas Region since March 2020.

He previously served as our Executive Vice President, Global Sales and Services from January 2019 to
March 2020; our Interim Co-President and Chief Executive Officer from November 2019 to February 2020; our
Executive Vice President, Global Operations from October 2017 to January 2019; as Chief Operating Officer of
GENBAND from January 2015 to October 2017; and as Senior Vice President of Major Accounts Sales for
GENBAND from July 2012 to January 2015. Prior to joining GENBAND, from July 2005 to March 2012, Mr. Bruny
served as Chief Executive Officer of Aztek Networks, Inc., a telecommunications company, which was acquired by
GENBAND in 2012. Prior to joining Aztek Networks, Inc., in 1999, Mr. Bruny co-founded Connexn Technologies,
Inc., a telecommunications company, which was acquired by Azure Solutions, Ltd., in 2004. Prior to his position at
Connexn Technologies, Inc., Mr. Bruny was Founder and CEO of IGS, a telecommunications software supplier,
from 1993 to 1998. From 1988 to 1993, Mr. Bruny was also Founder and CEO of Information Graphics Systems,
Inc., a GIS software provider that was acquired by Hitachi Software Engineering in 1993. Mr. Bruny holds a
Bachelor of Science degree in physics from Colorado State University and a Master of Business Administration
from the University of Colorado.

Sam Bucci has served as Executive Vice President and General Manager, IP Optical Networks Business

Unit since September 2020, where he is responsible for managing all research and development, product
management and customer support teams for the Company’s packet and optical networking solutions. Prior to
Ribbon, Mr. Bucci led the multi-billion dollar optical networking business unit for Nokia and Alcatel-Lucent from
May 1994 to September 2020. Nokia acquired Alcatel-Lucent’s packet optical business in 2016. While at Nokia and
Alcatel-Lucent he was responsible for the entire optical networking business unit and oversaw various functions
including engineering, product management, portfolio management, business strategy, supply chain, regional
business centers, support and professional services, marketing communications and product marketing. Prior
to his tenure at Nokia and Alcatel-Lucent, Sam spent several years at Nortel Networks’ optical business unit in

various senior product management, sales, and business development roles. He received a Bachelor of
Engineering degree with distinction from McGill University in Canada.

Patrick Macken has served as Executive Vice President, Chief Legal Officer and Corporate Secretary since
June 2020, where he is responsible for the Company’s global legal, compliance and real estate functions and also
serves as the corporate secretary for the Board of Directors. Mr. Macken brings to the Company more than
20 years of legal experience, much of which has been spent advising companies in the technology, media and
telecom sector. Prior to joining Ribbon, Mr. Macken was Senior Vice President, General Counsel and Secretary of
ARRIS International plc from 2015 until 2019. Mr. Macken was also a Partner in the corporate practice at
Troutman Sanders LLP (now Troutman Pepper Hamilton Sanders LLP). Mr. Macken holds a Bachelor of Arts
degree from Tulane University and received his Juris Doctorate degree, Magna Cum Laude, from Tulane Law
School, where he was a member of the Order of the Coif.

Steve McCaffery has served as Executive Vice President, Sales — EMEA and APAC Regions since
January 2021. Mr. McCaffery has more than 30 years of experience leading sales and marketing teams and
working with global fixed and mobile operators. Before joining Ribbon, he was the CEO of the consulting business
GOT2, from 2019 until January 2021, advising technology companies in the convergence, wireless, broadband
and video spaces. Previously, he managed a $2.4 billion international business addressing both carrier and
enterprise customers and was a member of the executive team at ARRIS International plc from 2013 until 2019
following the acquisition of Motorola Home. Prior to his time at ARRIS, he built and developed Native Networks,
a venture-backed company in the data space which was purchased by Alcatel-Lucent, where he managed part of
the Optical Networks business in EMEA. Mr. McCaffery holds a Bachelor of Arts (Honors) in combined
engineering from the University of Warwick.

Anthony Scarfo has served as our Executive Vice President and General Manager, Cloud and Edge
Business Unit. He previously served as our Executive Vice President, Products and Research and Development
from January 2018 to March 2020. From October 2016 to January 2018, he consulted for VTCSecure, a global
communications solutions company. He has also served on the advisory board of VTCSecure since 2012. From
October 2017 to January 2018, he was a consultant for the Visiting Nurse Association Health Group, helping to
launch a new company focused on helping people age in place. Mr. Scarfo was previously Sonus’ Executive
Vice President, Services, Product Management and Corporate Development from October 2013 to October 2016;
Senior Vice President, Technology Development from May 2012 to October 2013; Vice President and General
Manager of Trunking, Policy and Business Development from February 2012 to May 2012; and Vice President of
Business Development from September 2011 to February 2012. Prior to joining Sonus, Mr. Scarfo was the Vice
President of Global Services Providers and System Integrators at Polycom, Inc., a leader in open, standards-
based unified communications and collaboration solutions for voice and video collaboration, from February 2010
to May 2011, where he was responsible for developing Polycom, Inc.’s cloud strategy to deploy video and voice
infrastructure for Managed and Hosted Unified Communication services. Previously, Mr. Scarfo was the Chief
Strategy Officer and Head of Global Channels at ECI Telecom, which delivers communications platforms to
carriers and services providers worldwide, from July 2006 to January 2010, where he led the development of a multi-
faceted business strategy and developed a partner program with strategic and original equipment manufacturer
partners. He also served as Vice President of Global Alliances and Partnerships at Juniper Networks, Inc., which
designs, develops and sells network infrastructure products and services, from July 2002 to June 2006. Mr. Scarfo
started his career at AT&T Inc., a premier communications holding company, and held leadership roles at Lucent
Technologies, which designed and delivered systems, services and software for next-generation communications
networks. Mr. Scarfo holds a Bachelor of Science degree in computer information systems from Manhattan College
and a Master of Business Administration from Seton Hall University.

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK

The following table sets forth information regarding beneficial ownership of our common stock as of

March 30, 2021 by:

▪ each person who beneficially owns, to the best of our knowledge, more than 5% of the outstanding

shares of our common stock;

▪ each of our named executive officers;

▪ each of our directors; and

▪ all of our current executive officers and directors as a group (together, the “Beneficial Holders”).

Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting or investment

power with respect to shares. In computing the number of shares beneficially owned by each person named in
the following table and the percentage ownership of that person, shares of common stock that the person has the
right to acquire within 60 days of March 30, 2021, through the exercise of any stock option or other equity right,
are deemed owned by that person and are also deemed outstanding. These shares are not, however, deemed
outstanding for purposes of computing the percentage ownership of any other person.

Unless otherwise indicated below, to our knowledge, all persons named in the table have sole voting and

investment power with respect to their shares of common stock, except to the extent authority is shared by
spouses under applicable law. The percentage of common stock outstanding as of March 30, 2021 is based
upon 147,358,590 shares of common stock outstanding on that date. Unless otherwise indicated, the address of
all listed stockholders is 6500 Chase Oaks Blvd, Suite 100, Plano, TX 75023.

Number of Shares
Beneficially
Owned

Percentage of
Common Stock
Outstanding

Named Executive Officers:

Name of Beneficial Owner

Bruce McClelland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Steven Bruny . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sam Bucci . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Justin K. Ferguson(1)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mick Lopez . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Patrick Macken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Daryl E. Raiford(2)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Kevin Riley(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Anthony Scarfo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Directors and Nominees:

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mariano S. de Beer
R. Stewart Ewing Jr. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bruns H. Grayson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beatriz V. Infante . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Krish A. Prabhu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shaul Shani . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Richard W. Smith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tanya Tamone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .

All current executive officers and directors as a group (15 persons)

1,126,963
185,397
57,947
85,436
22,500
—
207,480
208,108
123,132

—
16,591
210,051
176,904
16,591
—
—
—
1,936,076

5% Owners:
JPMorgan Chase & Co.(4)
Swarth Investments Inc.(5)
Paradigm Capital Management, Inc.(6)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . .

49,940,222
25,796,395
8,381,800

*
*
*
*
*
*
*
*
*

—
*
*
*
*
—
—
—
1.31%

33.89%
17.51%
5.69%

Less than 1% of the outstanding shares of common stock.

(1) Mr. Ferguson’s employment with Ribbon terminated on September 17, 2020. Beneficial ownership based on Mr. Ferguson’s

last Form 4 filed on June 19, 2020 with the SEC relating to shares of our common stock.

(2) Mr. Raiford’s employment with Ribbon terminated on July 1, 2020. Beneficial ownership based on Mr. Raiford’s last

Form 4 filed on June 19, 2020 with the SEC relating to shares of our common stock.

(3) Mr. Riley’s employment with Ribbon terminated on November 6, 2020. Beneficial ownership based on Mr. Riley’s last

Form 4 filed on June 19, 2020 with the SEC relating to shares of our common stock.

(4) Based solely on a Schedule 13D/A filed with the SEC on May 5, 2020, reporting the beneficial ownership of

49,940,222 shares of our common stock. JPMorgan Chase & Co. (“JPMorgan Chase”) reported shared voting and
dispositive power with respect to all 49,940,222 shares, JPMC Heritage Parent LLC (“JPMC Heritage”) reported shared
voting and dispositive power with respect to 48,190,718 shares, OEP II Partners Co-Invest, L.P. (“OEP II Partners
Co-Invest”) reported shared voting and dispositive power with respect to 1,749,504 shares, and Heritage III reported
shared voting and dispositive power with respect to 47,048,711 shares. JPMorgan Chase, JPMC Heritage, OEP II Partners
Co-Invest and Heritage III are collectively referred to as the “JPMorgan Reporting Persons”. JPMorgan Chase is a
publicly traded entity listed on the New York Stock Exchange, which is the sole member of JPMorgan Chase Holdings
LLC, which is the sole member of OEP Holdings LLC, which is the sole member of JPMC Heritage, which is the general
partner of OEP General Partner III L.P., which is the general partner of Heritage III. As such, each of OEP Holding
LLC, JPMC Heritage and OEP General Partner III L.P. may be deemed to have or share beneficial ownership of the
common stock held directly by Heritage III. OEP II Partners Co-Invest is subject to certain contractual agreements and
statutory obligations to acquire and vote shares side-by-side with Heritage III. By virtue of these agreements and
obligations, JPMorgan Chase may be deemed to have or share beneficial ownership over the shares held directly by
OEP II Partners Co-Invest. Notwithstanding the above, JPMorgan Chase does not directly or indirectly own any interest
in OEP II Partners Co-Invest. The business address of OEP II Partners Co-Invest is 510 Madison Ave., 19th Floor, New York,
NY 10022. The business address of each of the other JPMorgan Reporting Persons is as follows: JPMorgan Chase,
383 Madison Avenue, New York, New York 10179, and each of JPMC Heritage and Heritage III, 277 Park Avenue,
New York, New York 10172.

(5) Based solely on a Form 3 filed with the SEC on July 29, 2020. The principal business address and principal office

address of Swarth Investments Inc. is Morgan & Morgan Building, Pasea Estate, Road Town, Tortola D8.

(6) Based solely on a Schedule 13G/A filed with the SEC on February 10, 2021. The principal business address and
principal office address of Paradigm Capital Management Inc. is Nine Elk Street, Albany, New York 12207.

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, 2020.

Stockholders Agreement

On March 3, 2020, the Company entered into the Stockholders Agreement with the JPM Stockholders and
Swarth. The Stockholders Agreement provides the JPM Stockholders and Swarth with certain Board and Board
committee designation rights as described above under “Corporate Governance — Board Composition and
Stockholders Agreement” and “Corporate Governance — Board Committees,” and contains certain voting
commitments as described in “Proposal 1 — Election of Directors”.

Standstill Restrictions

The Stockholders Agreement contains certain standstill provisions restricting the JPM Stockholders and
Swarth from acquiring (or seeking or making any proposal or offer with respect to acquiring) additional shares of
Ribbon common stock or any security convertible into Ribbon common stock or any assets, indebtedness or
businesses of Ribbon common stock or any of its subsidiaries. Certain customary exclusions apply, and acquisition
of shares of Ribbon common stock by a Ribbon stockholder will be permitted so long as such acquisition would
not result in such stockholder and its affiliates beneficially owning a number of Ribbon common stock that is
greater than 120% of the 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.

Transfer Restrictions

Without the approval of a majority of the disinterested directors serving on the Board, until March 3, 2023,

no JPM Stockholder nor Swarth may transfer any shares of Ribbon common stock that it beneficially owns if
such transfer involves more than 15% of the outstanding shares of Ribbon common stock or if the transferee would
own 15% or more of the outstanding shares of Ribbon common stock following such transfer, other than to a
permitted transferee that agrees to be subject to the Stockholders Agreement or pursuant to a regulatory
requirement.

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.

Registration Rights Agreement

On March 3, 2020, the Company entered into a First Amended and Restated Registration Rights Agreement

(the “Registration Rights Agreement”) with the JPM Stockholders and Swarth.

Under the Registration Rights Agreement, certain holders of Ribbon common stock were granted certain

registration rights, including (i) the right to request that Ribbon file an automatic shelf registration statement and
effect unlimited underwritten offerings pursuant to such shelf registration statement; (ii) unlimited demand
registrations; and (iii) unlimited piggyback registration rights that allow holders of registrable shares to require
that shares of Ribbon common stock owned by such holders be included in certain registration statements filed
by Ribbon, in each case subject to the transfer restrictions contained in the Stockholders Agreement. In connection
with these registration rights, Ribbon has agreed to effect certain procedural actions, including taking certain
actions to properly effect any registration statement or offering and to keep the participating Ribbon stockholders
reasonably informed with adequate opportunity to comment and review, as well as customary indemnification
and contribution agreements.

COMPENSATION COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated

The Compensation Committee consists of Beatriz V. Infante, Bruns H. Grayson and Krish A. Prabhu. The

Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by
Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the Compensation
Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included
in this Proxy Statement.

Submitted by,
COMPENSATION COMMITTEE:
Beatriz V. Infante (Chair)
Bruns H. Grayson
Krish A. Prabhu

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis contain statements regarding performance targets and goals of the

Company. These targets and goals are discussed in the limited context of our compensation programs and
should not be understood to be statements of management’s expectations or estimates of results or other
guidance. Investors should not apply these statements to other contexts.

Overview

This section explains our compensation philosophy, describes the material components of our executive
compensation program for our named executive officers (“NEOs”), whose compensation is set forth in the 2020
Summary Compensation table and other compensation tables contained in this Proxy Statement, and provides an
overview of our executive compensation philosophy and program.

2020 Named Executive Officers

▪ Bruce W. McClelland, President and Chief Executive Officer
▪ Mick Lopez, Executive Vice President and Chief Financial Officer
▪ Steven Bruny, Executive Vice President, Sales, Americas Region and former Interim Co-President and

Chief Executive Officer

▪ Sam Bucci, Executive Vice President and General Manager, Packet Optical Networks Business Unit
▪ Patrick Macken, Executive Vice President, Chief Legal Officer and Corporate Secretary
▪ Anthony Scarfo, Executive Vice President and General Manager, Cloud and Edge Business Unit
▪ Daryl E. Raiford, Former Executive Vice President, Chief Financial Officer
▪ Kevin Riley, Former Interim Co-President and Chief Executive Officer
▪ Justin K. Ferguson, Former Executive Vice President, General Counsel

Successful Leadership Transition

During 2020, we completed significant management transitions as we continued to reshape the Company

and expand our product portfolio and global footprint.

Our Board appointed Mr. McClelland as President and Chief Executive Officer and elected him as a director
on March 1, 2020. Upon Mr. McClelland’s appointment, Mr. Bruny and Mr. Riley resigned as Interim Co-Presidents
and Chief Executive Officers of the Company. After their transition from their interim roles, Mr. Bruny now
serves as our Executive Vice President, Sales, Americas Region and Mr. Riley served as Executive Vice President,
Chief Technology Officer until his departure from the Company in November 2020. The 2020 compensation
described in this Proxy Statement for Mr. Riley relates to his service with us through November 2020 and the
severance terms to which he was entitled.

On June 1, 2020, Mr. Macken joined Ribbon as Executive Vice President and Chief Legal Officer and was
subsequently appointed as Corporate Secretary. Mr. Ferguson subsequently departed the Company in September
2020 and the 2020 compensation described in this Proxy Statement for Mr. Ferguson relates to his service with
us through September 2020 and the severance terms to which he was entitled.

On June 29, 2020, the Board appointed Mr. Lopez as Executive Vice President, Chief Financial Officer. In
connection with Mr. Lopez’s appointment, Mr. Raiford departed from the Company and the 2020 compensation
described in this Proxy Statement for Mr. Raiford relates to his service with us through June 2020 and the severance
terms to which he was entitled.

Finally, in September 2020, the Board appointed Mr. Bucci as Executive Vice President and General

Manager, Packet Optical Networks Business Unit, a newly created position following the ECI Acquisition completed
earlier in 2020.

Executive Summary of 2020 Executive Compensation Decisions

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. In making its compensation decisions for 2020, 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 2020 annual meeting of stockholders, and the achievement of the compensation objectives set by the
Compensation Committee. The components of the NEOs’ 2020 compensation and the key decisions underlying
such components are described below:

2020 Target Compensation Components of Current CEO and Other Current NEOs
(as a Percentage of Total Direct Compensation)

CEO

ALL OTHER NEOs (AVERAGE)

15%

51%

19%

15%

85%

21%

30%

21%

18%

31%

79%

Base salary

Restricted stock units

Target bonus

Performance units

Fixed

Performance/Equity-linked

Our senior executives are responsible for achieving both short- and long-term performance goals critical to

our long-term success. Accordingly, compensation is weighted more heavily towards rewarding variable
compensation as an individual rises within the organization.

Executive Compensation Highlights

The Compensation Committee reviews its pay practices to help ensure that they are aligned with the goals
and objectives of the business established by the Board, and that such practices reflect what the Compensation
Committee believes are good pay practices and support the Company’s strong governance and pay for performance
compensation philosophy. Other than the elimination of individual performance metrics in connection with the
annual cash incentive portion of the compensation program, the Compensation Committee continued to implement
substantially the same pay practice structure in 2020 as was used for 2019.

Our Guiding Compensation Philosophy

Our compensation philosophy and practices are a critical part of our business strategy. We have a rigorous

performance and compensation management system, and we believe our compensation processes and programs
are aligned to provide strong incentives for success while appropriately balancing risk. In setting policies and
practices regarding compensation, our guiding philosophy is that our compensation programs should:

Help achieve our
corporate growth
and business
strategy

Compensate our
executives based
on Company
performance

Effectively tie a
significant portion
of executive
compensation to
short- and long-
term incentive
programs
reflecting
executive’s ability
to impact
Company
performance

Enable Ribbon to
hire, retain and
motivate talented
executives with
proven experience
in an increasingly
competitive
market

We seek to accomplish these objectives by providing independent Compensation Committee oversight;
encouraging and rewarding outstanding initiative, achievement, teamwork appropriate business-risk taking and a
shared success environment; and reinforcing critical measures of performance derived from our business
strategy and key success factors. These objectives, and our general compensation philosophy, are reviewed on
an annual basis and updated as appropriate.

Some of the highlights of our compensation programs and practices are as follows:

✓ Pay for Performance —

Compensation Best Practices that We Follow

▪ Approximately 85% of our current CEO’s and approximately 79% of the NEOs still employed by the

Company’s (“Current NEOs”) target compensation for 2020 was performance-based, share-linked or
both

▪ All annual cash incentive payouts to the Current NEOs and 50% of annual long-term equity awards

(excluding sign-on inducement awards) are performance-based

▪ 40% of annual performance-based equity awards made in 2020 (excluding sign-on inducement awards)

are tied to relative total stockholder return over a three-year period

✓ Conservative Severance Arrangements — 12-months base salary payment for termination without

cause for NEOs (24-months for CEO in connection with termination without cause following a change of
control)

✓ Compensation Benchmarking — Review of market compensation data, including the compensation

practices, of peer companies in evaluating the compensation of our NEOs

✓ Meaningful Stock Ownership Requirements —

▪ 6x for the President and CEO
▪ 2x for the remaining NEOs

✓ Minimal Perquisites — Limited perquisites are provided to our NEOs
✓ Clawback Policy — Robust and long-standing clawback policy
✓ Mitigate Undue Risk — Utilize defined maximum payouts for performance-based compensation in order

to prevent out-sized payouts

✓ Annual Advisory Votes — Hold an annual advisory vote on the compensation paid to our NEOs
✓ Independent Compensation Consulting Firm — Any compensation consultant engaged by the

Compensation Committee is an independent compensation consulting firm that provides no other services
to the Company

Compensation Practices that We Do Not Follow

✘ No guaranteed bonuses for our executive officers
✘ No individual performance or non-financial metrics for determining annual bonus for the NEOs
✘ No discounted stock awards, reloads or repricing without stockholder approval
✘ No hedging or pledging of shares permitted for our executive officers and directors
✘ No tax gross-up payments with respect to any payments made in connection severance including any

change of control

✘ No broad share recycling under our stock incentive plans

Consideration of Stockholder Say-on-Pay Vote

The Compensation Committee has historically considered the outcome of the Company’s annual say-on-pay

vote when making decisions regarding the Company’s executive compensation program, including engaging in
stockholder outreach.

% Votes Cast "For" Say-on-Pay

100%
80%
60%
40%
20%
0%

2018

2019

2020

In 2020, we engaged with our two largest stockholders, through Messrs. Shani and Smith, two of our non-

employee directors, to discuss matters relating to the compensation of our executive officers, generally.
Additionally, in 2020, we met with investors regularly to discuss matters of interests to such stockholders.

We also engaged with our compensation consultant to review our executive compensation program in a

manner that we believe reflects the goals of our current business, and certain material aspects of the current
compensation program are described in this Compensation Discussion and Analysis section. While we believe
our updated program provides the appropriate incentives and pay-for-performance culture for our NEOs, the
Compensation Committee intends to continue to review our compensation practices in the future based on the
results of say-on-pay votes and to engage stockholders for input into the Company’s pay practices, where
appropriate.

Overview of the Company’s Compensation Program

The Company’s executive compensation program is administered by the Compensation Committee. In
addition to attracting and retaining high caliber executives, the components of the executive compensation
program are designed to reward the successful execution of corporate strategies, foster and drive continuous
improvement, and encourage a high-performance culture, both on an annual basis and over the long-term.

Who Oversees the Company’s Compensation Program?

The Compensation Committee. The Compensation Committee is primarily responsible for overseeing the
Company’s executive compensation program. Our Board sets the overall corporate performance objectives for
each year, while the Compensation Committee determines and approves the compensation level for the CEO;
reviews the recommendations of the CEO and approves compensation levels of other executive officers; evaluates
the performance of these executives; and evaluates and approves all grants of equity-based compensation to
the CEO and the other executive officers. All decisions regarding the CEO’s compensation are made by the
Compensation Committee in executive session without the CEO present. After the end of the fiscal year, the
Compensation Committee reviews the actual corporate performance to determine the appropriate cash incentive
amount, if any, to be paid to each eligible executive officer.

Role of the Compensation Consultant. The duties of the compensation consultant we engage are generally

to evaluate executive compensation, perform an analysis on realized pay alignment with financial and stock
performance, discuss general compensation trends, provide competitive market practice data and benchmarking,
participate in the design and implementation of certain elements of the executive compensation program, and
assist our CEO in developing compensation recommendations to present to the Compensation Committee for the
other executive officers. The Compensation Committee may accept, reject or modify any recommendations by
compensation consultants or other outside advisors.

Since December 2017, FW Cook has served as the compensation consultant of the Compensation Committee

and has advised the Compensation Committee regarding its compensation decisions. The Compensation
Committee assessed FW Cook’s independence relative to standards prescribed by the SEC and determined that
no conflicts existed.

Roles of the Chief Executive Officer and the Senior Vice President of Human Resources. The CEO, in
consultation with the Senior Vice President of Human Resources, develops compensation recommendations for
the Compensation Committee to consider for the Company’s other executive officers. The CEO considers various
factors when making individual compensation recommendations, including the relative importance of the

executive’s position within the organization, the individual tenure and experience of the executive, and the
executive’s individual performance and contributions to the Company’s results.

The Compensation Committee considers, but is not bound by, compensation recommendations made by the

CEO. The Compensation Committee determines the CEO’s compensation in its sole discretion.

Competitive Benchmarking

As part of the ongoing assessment of our executive compensation program, the Compensation Committee,
with the assistance of its compensation consultant, reviews market compensation data, including the compensation
practices of selected similar companies. Accordingly, the Compensation Committee updates the peer group
from time to time to ensure that the Company’s executive compensation program remains competitive and in line
with market compensation data. The peer group generally consists of publicly-traded information technology
companies that are in the communications equipment and related sub-industries with market capitalization and
revenue in a similar range to that of the Company. The compensation consultant reviews the business descriptions
of potential peer companies to identify businesses generally in the telecommunications and/or networking
industries. Then, the Compensation Committee considers factors, such as executive talent and business-line
competitors, global scope and complexity, research and development expenses, and market capitalization-to-
revenue multiples, when selecting peers.

In October 2019, the Compensation Committee reviewed the previously approved peer group and, at the
recommendation of FW Cook, determined to remove Mitel Networks Corporation and Oclaro, Inc., as a result
these companies being acquired by other companies. The Compensation Committee believed that the remaining
companies continued to represent a reasonable match in terms of size to Ribbon (expressed as revenue and
market capitalization)

In light of the meaningful changes in the Company’s size and operations following the ECI Acquisition, in

September 2020, the Compensation Committee, at the recommendation of FW Cook, approved additional
changes to the peer group to (i) remove Applied Optoelectroncis, Comtech Telecommunications and Finisar
Corporation and (ii) add Casa Systems, Inc., NetScout Systems, Inc., Plantronics, Inc. and ViaSat, Inc. FW Cook
compiled and provided the Compensation Committee compensation information from the updated peer group
based on the publicly-filed documents of each member of the peer group.

ADTRAN, Inc.

CalAmp Corp.

Calix, Inc.

Casa Systems, Inc. CSG Systems

Ribbon Fiscal 2020 Executive Compensation Peer Group Companies

International, Inc.

Extreme Networks, Inc. F5 Networks, Inc. Harmonic Inc.

Infinera Corporation NETGEAR, Inc.

NetScout Systems, Inc. Plantronics, Inc.

Sierra Wireless, Inc. ViaSat, Inc.

Viavi Solutions Inc.

While the Compensation Committee considers the compensation of our peer group companies’ senior
executives, it does not benchmark a particular percentile for the total compensation of our NEOs or for any
component thereof.

Compensation Components

The Compensation Committee annually reviews fixed and variable compensation received by our NEOs,

including base salary, annual and long-term incentives, equity awards, and total equity in the Company. Our
executive compensation program has four major components that support the Company’s compensation objectives,
each of which is discussed in detail below. Such major components reflect the compensation provided to our
NEOs in 2020.

Compensation Mix. A significant portion of our executive officers’ total direct compensation (which

includes base salary, cash bonus and equity-based incentives) opportunity is attributable to variable
compensation — that is, the amount our executives earn is dependent upon Company performance. The 2020
equity-based component of our NEOs’ total compensation consisted primarily of (i) restricted stock units that are
subject to time-based vesting (“RSUs”) and (ii) restricted stock units the vesting of which is subject to established
performance metrics (“PSUs”), and in both cases the value of which is tied to the value of the Company’s common
stock. These variable elements were intended to align the executives’ performance and interests with Company
performance and long-term stockholder value.

The table below generally summarizes the elements of our compensation program for our NEOs in 2020:

Element

Form of Compensation

Purpose

Base Salaries

Cash

Annual Cash Incentives

Cash

Long-Term Equity
Incentives

RSUs and PSUs

Health, Retirement and
Other Benefits

Eligibility to participate in
benefit plans generally
available to our employees,
including 401(k) plan,
premiums paid on
long-term disability and life
insurance

Provide competitive, fixed
compensation to attract and
retain exceptional executive
talent

Provide a direct incentive to
achieve strong annual operating
results

Encourage executive officers to
build and maintain a long-term
equity ownership position in
Ribbon so that their interests
are aligned with those of our
stockholders

Benefit plans are part of a
broad-based employee benefits
program
Except in limited circumstances
as discussed in the footnotes of
our Summary Compensation
Table, our executives do not
generally receive any material
nonqualified deferred
compensation plans or
perquisites.

Link to
Company
Performance

Low

High

Low

How Target Levels of Compensation are Determined.

In determining the amount of compensation to pay

our NEOs, the Compensation Committee considers factors such as the executive officer’s role within the Company
and the level of responsibility, skills and experiences required by the position, the executive officer’s qualifications,
our ability to replace such individual and the overall competitive environment for executive talent. The
Compensation Committee also considers the Company’s performance, the executive’s performance, the
Compensation Committee’s view of internal equity and consistency and other considerations it deems relevant.
In analyzing these factors, the Compensation Committee reviews competitive compensation data gathered in
comparative surveys (benchmarking and peer group data). The Compensation Committee does not have a
policy for allocating target compensation among the various elements in any particular ratio, but generally attempts
to provide an allocation similar to that used by other companies with whom the Company competes for executive
talent using the peer data provided by our outside compensation consultant. Of the elements of total direct
compensation, only base salary is fixed compensation, while cash bonuses and equity-based awards are both
variable compensation and contingent on Company or stock performance.

2020 Compensation Payouts

The established targets for individual components and overall executive compensation are designed to be

market competitive in order to attract, motivate and retain the executives necessary to drive and achieve the
Company’s objectives. In some cases, individual components may be positioned slightly higher or slightly lower
in the market range in order to emphasize a particular element or if individual circumstances dictate. The
Compensation Committee believes that the overall compensation program serves to balance the mix of cash
and equity compensation with the mix of short- and long-term compensation for our NEOs.

Base Salary. Base salaries are designed to reflect the scope of responsibilities, performance and

competencies of the individual executives, and the relation of that position to other positions in the Company and
the external benchmark data for similar positions at peer companies. Each NEO’s salary and performance are
reviewed annually as well as at the time of a promotion or other change in responsibilities.

In 2020, for the NEOs that joined the Company during the year, their base salary was determined at the time

they were hired based on the factors identified above. No changes were made to Messrs. Bruny’s and Scarfo’s
base salary for 2020 in connection with the annual compensation review or otherwise.

On May 6, 2020, in response to industry-wide conditions, including the uncertainty created by the COVID-19

pandemic, the Compensation Committee approved, and our executive leadership team agreed, to reduce the
executive leadership team’s base salaries. Mr. McClelland agreed to reduce his base salary by 50% and the
other NEOs agreed to reduce their base salaries by 20% generally effective from May 15, 2020 through
September 15, 2020.

Annual Cash Bonuses. Annual cash incentives provide NEOs with the opportunity to earn additional cash

compensation beyond base salary. The eligibility for an annual cash bonus creates an incentive to achieve desired
near-term corporate goals that are in furtherance of the Company’s long-term objectives. The compensation
program establishes target bonuses for each NEO. Cash bonuses are expected to represent a substantial part of
total compensation for our NEOs, if earned.

For 2020, the Company had one cash incentive plan for the NEOs — the Senior Management Cash

Incentive Plan (the “SMCIP”). In February 2020, the Compensation Committee determined that the annual cash
incentive under the SMCIP for each NEO would be calculated pursuant to a fixed formula based on the achievement
of two metrics — 75% weighted to the Company’s pre-bonus adjusted earnings before interest, taxes,
depreciation and amortization (“pre-bonus Adjusted EBITDA”) and 25% weighted to individual performance
metrics as determined by the Compensation Committee. As a result of the closing of the ECI Acquisition in
March 2020 and the significant impact it had on the Company’s proposed operating plan for 2020, in June 2020,
the Compensation Committee adjusted how the 2020 cash incentives under the SMCIP for each NEO would be
calculated to eliminate the component based on individual performance metrics and provide that performance
would be entirely based on the achievement of two financial metrics: (i) the Company’s pre-bonus Adjusted
EBITDA (50% weighting) and (ii) the Company’s revenues (50% weighting), each based on the revised 2020
operating plan adopted by the Board in June 2020.

In recognition that the ECI Acquisition was not completed until March, employees that joined as a result of
the ECI Acquisition would not have as great of an opportunity to impact the Company’s consolidated results for
the first half of the year, and vice versa for the ability of historic Ribbon employees to impact the results related to
the newly acquired packet optical products, the Compensation Committee established separate pre-bonus
Adjusted EBITDA and revenue targets for the two business units (Cloud & Edge (which represented the classic
Ribbon products) and IP Optical Networks (which represented the products acquired as part of the ECI Acquisition))
for the first half of the year, but used consolidated pre-bonus Adjusted EBITDA and revenue targets for all
employees for the second half of 2020. The total cash bonus payout was 50% based on achievement of the first-
half targets and 50% based on the second half targets. All of the NEOs were subject to first-half targets
established for the Cloud & Edge business unit.

Following completion of the year, the Compensation Committee determined the 2020 cash bonus payout for
each NEO. Such payout was calculated by multiplying the aggregate percentage achievement of the two financial
metrics for the first and second half of 2020 by the bonus at target for each such NEO, subject to any adjustments
determined appropriate by the Compensation Committee as described below.

The performance targets relating to the Company’s pre-bonus Adjusted EBITDA and revenues under the
SMCIP for each of the NEOs, as well as the actual results of these financial measurements for 2020, were as
follows:

Target SMCIP Bonus Metrics
(in millions)

Company Performance
Payout

Minimum
0%

Target
100%

Maximum
200%

Actual
2020
Results

Calculated
Payout
Results

Weighting

$ 39.0

$ 46.0

$ 52.0

$107.34

200%

25%

First
Half
2020

Second
Half
2020

Pre-Bonus Adjusted
EBITDA

Revenues

Pre-Bonus Adjusted
EBITDA

$250.0

$ 71.5

$275.0

$ 89.5

$300.0

$ 96.5

$ 274.9

$ 105.2

Revenues

$440.0

$490.0

$540.0

$ 475.3

Total Potential Weighted Payout:

99.8%

200%

70.6%

142.6%

25%

The Compensation Committee retained discretion to adjust overall bonuses under the SMCIP. The
Compensation Committee considered the impact of COVID-19 related matters on the Company’s achievement
of the overall pre-bonus Adjusted EBITDA, including the temporary salary reductions and reduced travel, and,
using its discretion, the Committee reduced the payout to the NEOs to 125.0% of target performance. As a result,
the amounts paid under the SMCIP to the NEOs for 2020 were as follows:

Named Executive Officer
Bruce McClelland(1)
Mick Lopez(1)
Steven Bruny
Sam Bucci(1)
Patrick Macken(1)
Anthony Scarfo
Justin K. Ferguson(2)
Daryl Raiford(2)
Kevin Riley(3)

Total Received
Under SMCIP

$783,812

$250,129

$437,500

$133,942

$219,263

$437,500

$155,994

$234,375

—

(1) The amount received under the SMCIP reflects a prorated amount from NEO’s start date with Ribbon in

2020 through December 31, 2020.

(2) Represents pro rata payment through NEO’s termination date with the Company.

(3) Mr. Riley’s employment with Ribbon terminated in November 2020 and as a result, under the terms of his

severance arrangement, no bonus was payable for 2020.

Equity-Based Incentives. Equity-based incentives are provided to executives whose decisions and actions

have a direct impact upon our long-term performance and success. RSUs and PSUs were granted to our executive
officers in 2020 to link a significant portion of their compensation directly to our long-term success, which aligns
with the Compensation Committee’s philosophy. In determining the size of the RSU and PSU awards granted to
each executive officer in 2020 (including inducement grants made in connection with the hiring of Messrs.
McClelland, Lopez and Bucci), the Compensation Committee considered a multitude of factors including: the
executive officer’s role, past performance, anticipated contribution to our long-term goals, market data, equity
granted in prior years and existing levels of stock ownership.

2020 Equity Awards. We made equity grants to our NEOs in 2020 as shown in the table below.

Named Executive Officer

Bruce McClelland

Mick Lopez

Steven Bruny

Sam Bucci

Patrick Macken

Anthony Scarfo

Justin K. Ferguson

Daryl Raiford

Kevin Riley

Restricted
stock units
(#)

462,963

153,288

187,038

229,953

150,000

162,038

150,463

162,038

175,463

Performance-based stock units
(# at target vesting, if applicable)

4,750,000

99,558

80,093

233,569

91,534

80,092

—

2020 RSUs.

In general, the RSUs granted to the NEOs in 2020, with the exception of the RSUs granted to
Mr. McClelland and a portion of the RSUs granted to Messrs. Lopez and Bucci, vest over three years, with one-third
of the units vesting on the first anniversary of the grant date and one-sixth of the RSUs vesting every six months
thereafter, subject to the NEO’s continued employment with the Company. In connection with their appointments
and as an incentive to join Ribbon, Messrs. McClelland, Lopez and Bucci were granted sign-on RSU awards for
462,963, 53,730 and 129,717 shares, respectively, that cliff vest in full shortly following the first anniversary of
their respective employment with Ribbon. The remaining RSUs granted to Messrs. Lopez and Bucci in 2020 are
subject to vesting over three years as described above.

Annual PSUs. All of the PSUs granted to the NEOs, with the exception of sign-on inducement PSU grants

to Messrs. McClelland and Bucci (excluding such sign-on inducement grants, the “2020 Annual PSUs”), vest
after three years and had both performance and service conditions. The performance conditions for the 2020 PSUs
are based on key financial and relative stock price performance metrics.

2020 Annual PSU Performance Weighting

Stock
Price
40%

Financial
Metrics
60%

All of the PSUs granted to Mr. McClelland in 2020 were subject to separate performance conditions for
vesting, as described below. Approximately 43% of the target-level PSUs granted to Mr. Bucci were subject to the
performance and service conditions described below for the 2020 Annual PSUs, and the remaining PSUs were
subject to separate performance conditions for vesting, as described below.

Performance Goals. Due to the challenge of setting multi-year goals in our industry, the Compensation
Committee establishes annual corporate performance goals at the start of each year of the three-year period
covered by the award (60% total weighting of the target award value for the 2020 PSUs). While shares are earned
at the end of each one-year performance period, they do not vest and become payable until the end of the full
three-year period under the terms of the 2020 Annual PSU award.

For the performance period January 1, 2020 through December 31, 2020, the corporate performance goals
established by the Compensation Committee for the 2020 Annual PSUs were pre-bonus Adjusted EBITDA (50%
weighting) and Revenue (50% weighting), with the same targets as outlined above in connection with the
SMCIP, including separate metrics for the first and second halves of the year. These corporate performance
goals also applied to the 2020 performance period under PSUs granted to Messrs. Bruny, Scarfo, Ferguson,
Raiford and Riley in 2019 (the “2019 PSUs”).

▪ For the performance period January 1, 2021 through December 31, 2021, the corporate performance

goals established by the Compensation Committee for the 2020 Annual PSUs and the 2019 PSUs will again
use pre-bonus Adjusted EBITDA and Revenue.

▪ The Compensation Committee will establish the corporate performance goals (and relative weighting) for

the performance period January 1, 2022 through December 31, 2022 in early 2022.

For 2020, based on the results discussed above for the SMCIP, the Company’s achievements would have

resulted in 142.6% of the target shares for the 2020 performance period being earned under both the 2020
Annual PSUs and the 2019 PSUs. However, as with the SMCIP, percentage earned was reduced by the
Compensation Committee to 125.0% of target performance.

The following table provides a summary of the 2019 PSUs and 2020 Annual PSUs eligible for vesting as

they relate to the 2020 performance period:

Named Executive Officer

Mick Lopez

Steven Bruny

Sam Bucci

Patrick Macken

Anthony Scarfo

Justin K. Ferguson(1)
Daryl Raiford(1)(2)
Kevin Riley(3)

PSU Grant Date

July 15, 2020

March 15, 2019
June 19, 2020

September 15, 2020

June 19, 2020

March 15, 2019
June 19, 2020
March 15, 2019
March 15, 2019
March 15, 2019

Aggregate Number of Shares Earned
relating to 2020 Performance Period

24,890

17,960
20,023

25,059

22,884

17,960
20,023
15,565
8,381
N.A.

(1) Represents pro rata portion of shares earned through termination date with the Company. These shares were
released to Messrs. Ferguson and Raiford on March 1, 2021 in accordance with the terms of their separation.

(2) No 2020 PSUs were granted to Messrs. Ferguson, Raiford and Riley.

(3) Mr. Riley’s employment with Ribbon terminated in November 2020 and as a result, under the terms of his severance

arrangement, all outstanding PSUs that had not yet vested were forfeited.

Relative TSR. Relative total stockholder return (“Relative TSR”) is the return on the Company’s stock
taking into account the change in the stock price over the three-year measurement period and assuming any
dividends are reinvested. Ribbon’s stock performance over the three-year period is compared on a relative basis
to a peer index. Relative TSR is measured “point-to-point”, with the starting and ending points based on the
average 20-trading day closing stock prices at the end of our fiscal years to smooth out any single day volatility.

The table below provides a payout range for the Relative TSR portion of the 2020 Annual PSUs and 2019
PSUs above and below target. This portion of the PSU awards cliff vest at the end of the three-year performance
period with linear interpolation between each performance hurdle (e.g., 40th percentile Relative TSR performance
yields 80% of target payout on this metric).

Payout for Relative TSR Achievement Metric

Relative TSR Achievement

200%
100%
50%

75th percentile
50th percentile
25th percentile

The peer index used to measure Relative TSR for the 2020 PSUs and 2019 PSUs is as follows:

RingCentral, Inc.

Ubiquiti Inc.

NCR Corporation

Clearfield, Inc.

Bel Fuse Inc.

CalAmp Corp.

Maxar Technologies Inc.

Plantronics Inc.

Lumentum Holdings Inc.

Telenav Inc.

Ooma Inc.

Applied Optoelectronics Inc.

Infinera Corporation

NeoPhotonics Corporation

Calix Inc.

DZS Inc.

Acacia Communications, Inc.

Ciena Corporation

ADTRAN Inc.

Ribbon Communications Inc.

Digi International Inc.

Extreme Networks Inc.

Harmonic Inc.

Viasat Inc.

Loral Space &
Communications Inc.

CommScope Holding
Company Inc.

Vocera Communications Inc.

GTT Communications Inc.

Knowles Corporation

Anterix Inc.

InterDigital Inc.

Casa Systems Inc.

Viavi Solutions Inc.

EchoStar Corporation

Avaya Holdings Corp.

NETGEAR Inc.

Comtech
Telecommunications Corp.

KVH Industries Inc.

Even though the three-year performance period for the Relative TSR portion of the 2019 PSUs has not yet

been completed, for purposes of determining the Relative TSR in connection with the terms of Messrs. Ferguson

and Raiford’s severance with the Company, the Compensation Committee determined in February 2021 that the
Company’s Relative TSR for the 2019 PSUs (measured from January 1, 2019 through December 31, 2020)
placed Ribbon at the 57th percentile and, accordingly, assuming the performance period ended on December 31,
2020, 127% of the target shares for this portion of the 2019 PSUs held by Messrs. Ferguson and Raiford were
earned and used to calculate the pro rata portion of the shares issuable to these individuals.

McClelland Sign-On PSUs.

In connection with his appointment as President and CEO of Ribbon on

March 1, 2020, Mr. McClelland was awarded 4,750,000 performance-based restricted share units (the “McClelland
Sign-On PSUs”) that are subject to achievement of specified share price thresholds on or prior to September 1,
2024. The McClelland Sign-On PSUs are divided into four tranches, with the performance goals necessary to
provide for the vesting of the awards based on the sustained achievement of a certain target closing price per
share of our common stock as set forth in the table below (each such target, a “Target Stock Price”) during the
applicable “Performance Period” (as set forth in the table defined below). The Company will have achieved the
Target Stock Price during any Performance Period and the applicable PSUs vest only if the closing price per
share of the common stock equals or exceeds the applicable Target Stock Price for a period of twenty (20)
consecutive trading days.

Upon achievement of the Target Stock Price during the applicable Performance Period (e.g., attainment of
Target Stock Price of $7.50 during the First Performance Period), a number of the McClelland Sign-On PSUs will
become vested as set forth in the table below and Mr. McClelland will receive a number of shares of common
stock equal to the number of PSUs that become vested.

Performance Tranche

Performance Period

Value
Awarded

Target
Stock Price

Number of PSUs
Eligible to Vest

First Performance

Tranche

Second Performance

Tranche

Third Performance

Tranche

Fourth Performance

Tranche

March 16, 2020 – September 1, 2021

$10,000,000

$ 7.50

1,333,333

March 16, 2020 – September 1, 2022

$15,000,000

$12.00

1,250,000

March 16, 2020 – September 1, 2023

$25,000,000

$15.00

1,666,667

Maximum Aggregate Number of Shares Eligible to be Received

March 16, 2020 – September 1, 2024

$10,000,000

$20.00

500,000
4,750,000

The vesting described in the table above is referred to as “Target Stock Price Vesting”. Notwithstanding
the foregoing, in the event that a Target Stock Price is not achieved on or before the conclusion of a Performance
Period and Target Stock Price Vesting does not occur, the applicable portion of the McClelland Sign-On PSUs
that have not vested in respect of such Performance Period (the “Prior Performance Period Unvested PSUs”)
may still become vested as follows:

▪

if, on the first business day following the end of the applicable Performance Period, such Prior Performance
Period Unvested PSUs remain outstanding and the “Look Back Percentage” (as defined below) for such
Performance Period exceeds 0%, then a number of the Prior Performance Period Unvested PSUs relating
to such Performance Period equal to (i) the product of (x) the Value Awarded for such Performance
Period and (y) the Look Back Percentage for such Performance Period, divided by (ii) the Target Stock
Price for the Performance Period shall become vested on the first business day following the end of such
Performance Period (the “Look Back Vesting”). For the avoidance of doubt, the Look Back Vesting will only
be applied to result in vesting of awards in respect of the applicable Performance Period and not for
purposes of any McClelland Sign-On PSUs for prior Performance Periods (e.g., Look Back Vesting with
respect to the Third Performance Tranche will in no event result in any vesting of any awards in respect of
the Second Performance Tranche); and

if (i) the higher Target Stock Price applicable to a subsequent Performance Period is achieved in such
subsequent Performance Period (such vesting the “Catch-Up Target Vesting”) or (ii) on the first business
day following the end of a subsequent Performance Period, such Prior Performance Period Unvested
PSUs remain outstanding and the Look Back Percentage for such subsequent Performance Period equals
or exceeds 50%, all Prior Performance Period Unvested PSUs for earlier Performance Period(s) that
have not previously vested due to Look Back Vesting (the “Remaining Prior Performance Period
Unvested RSUs”) will become vested (such vesting the “Catch-Up Look Back Vesting”); provided that,

in the event the Remaining Prior Performance Period Unvested RSUs become vested, the number of
shares of common stock to be received upon vesting of such Remaining Prior Performance Period Unvested
PSUs in a subsequent Performance Period will equal (a) the “Value Awarded” set forth above for such
Remaining Prior Performance Period Unvested PSUs divided by (b) the higher Target Stock Price applicable
to such subsequent Performance Period. “Value Awarded” attributable to any awards is the prorated
portion of the Value Awarded described in the table above (e.g., if 20% of the First Performance Tranche
were Remaining Prior Performance Period Unvested PSUs, their allocable portion of the Value Awarded for
the First Performance Tranche would equal $2,000,000 ($10,000,000 x 20%)).

“Look Back Percentage” with respect to any Performance Period means the following (represented as
a percentage): (a) (i) the Average Trading Price for such Performance Period minus (ii) 90% of the Target Stock
Price for such Performance Period, divided by (b) 10% of the Target Stock Price; provided that the Look Back
Percentage shall in no event exceed 100%.

For illustrative purposes, in the event that the Target Stock Price of $7.50 was not achieved in the First
Performance Period and no Prior Performance Period Unvested PSUs vested as a result of Look Back Vesting
for the First Performance Period, but the Target Stock Price of $12.00 is achieved in the Second Performance
Period, then, upon attainment of the Target Stock Price in the Second Performance Period, Mr. McClelland would
become vested in the awards applicable to both the First Performance Period and Second Performance Period
and such awards would be settled in a total of 2,083,333 shares of our common stock, consisting of (a) 833,333
shares of common stock in respect of the First Performance Tranche (i.e., a number of shares of common
stock equal to the First Performance Period’s “Value Awarded” ($10,000,000) divided by $12.00 (i.e., the achieved
Target Stock Price in the Second Performance Period)) plus (b) in respect of the Second Performance Tranche,
1,250,000 shares of common stock (i.e., a number of shares of our common stock equal to the Second
Performance Period’s “Value Awarded” ($15,000,000) divided by $12.00 (i.e., the achieved Target Stock Price in
the Second Performance Period)).

Given the Company’s stock price at the time Mr. McClelland was hired and the difficulty in establishing
meaningful long-term financial goals tied to the Company’s financial results in light of the expected closing of the
ECI Acquisition at that time, which would significantly change the Company’s operations, the Compensation
Committee believed that the use of stock performance targets in the McClelland Sign-On PSUs would reward
Mr. McClelland for significant improvement in the Company’s financial performance over an extended period
(four years) and would align Mr. McClelland’s interests with those of the Company’s other stockholders.

On February 26, 2021, the closing price for our common stock exceeded $7.50 for the 20th consecutive trading
day. As a result, the performance condition for the First Performance Tranche was achieved and 1,333,333 shares
vested under the McClelland Sign-On PSUs and were delivered to Mr. McClelland.

Bucci Sign-On PSUs.

In connection with his appointment as Executive Vice President and General

Manager, IP Optical Networks business unit, on September 15, 2020, Mr. Bucci was awarded 133,333 performance-
based restricted share units (the “Bucci Sign-On PSUs”). Subject to Mr. Bucci’s continued employment, the
Bucci Sign-On PSUs were eligible to fully vest if the closing price for our common stock exceeded $7.50 for ten
consecutive trading days. The Compensation Committee believed that the future operating results of the IP Optical
Networks business unit, which Mr. Bucci was brought in to lead, would be critical to increasing the Company’s
financial performance and stock price over the near-term. As a result, the Compensation Committee believed that
the Bucci Sign-On PSUs reflected a strong correlation of pay for performance and would further align Mr. Bucci’s
interest with those of the Company’s other stockholders.

On February 12, 2021, the closing price for our common stock exceeded $7.50 for the 10th consecutive

trading day and, as a result, 133,333 shares vested under the Bucci Sign-On PSUs and were delivered to
Mr. Bucci.

Stock Ownership Requirements

The Board believes that it is important to link the interests of our NEOs, among others, to those of our
stockholders. Our stock ownership policy requires our Chief Executive Officer and other Section 16 reporting
officers to accumulate and hold a minimum amount of Company common stock within a certain number of years
of joining the Company. Any Section 16 reporting officer who is subject to our amended and restated stock
ownership guidelines must satisfy these ownership guidelines within five years from the date he or she is appointed
as a Section 16 reporting officer; provided, however, that the Chief Executive Officer must satisfy the ownership

guidelines within six years from the date he or she is appointed as the Chief Executive Officer. Further, our non-
employee directors must maintain the amount of common stock granted to them throughout their tenure as non-
employee directors. As of the record date, each of our non-employee directors, Chief Executive Officer and the
other Section 16 reporting officers of the Company has either satisfied these ownership guidelines or were on track
to satisfy the requirement in the time remaining to do so. The specific stock ownership requirements for our
directors, Chief Executive Officer and other Section 16 reporting officers:

Title

Stock Ownership Requirement

Chief Executive Officer

Section 16 Reporting Officers

6 times annual base salary

2 times annual base salary

Non-Employee Directors

Retain equity holdings for their tenure as non-employee directors

The value of each such individual’s stock ownership will be measured annually by the Compensation

Committee.

Benefits and Other Compensation

We have various broad-based employee benefit plans. We do not typically offer perquisites or employee
benefits to executive officers that are not also made available to employees on a broad basis. However, pursuant
to the terms of their respective employment agreements with the Company, in 2020, we provided Mr. Raiford
prior to his termination with a monthly housing allowance aggregating $9,893 and $5,276 to use for financial
planning services, and we provided Mr. Scarfo with a $25,000 annual cost-of-living adjustment allowance. As
described under “Post-2020 Executive Compensation Matters” below, in March 2021, the annual cost-of-living
adjustment allowance payable to Mr. Scarfo was eliminated.

Our executive officers generally are eligible for the same benefits that are available to all employees, which

include group health, dental and vision insurance, life and disability insurance, discretionary 401(k) matching
contributions and paid holidays. We offer a 401(k) plan, which allows our employees to invest in a wide array of
funds. Except for certain post-termination benefits in connection with severance, we do not provide pension
arrangements or post-retirement health coverage for our NEOs. We have entered into indemnification agreements
with our executive officers and directors.

Severance and Separation Arrangements

We are party to agreements with each of our NEOs, which generally provide that, upon a termination of the
NEO’s employment by the Company without “cause” (as defined in the applicable NEO’s employment agreement),
due to a resignation by the NEO for “good reason” (as defined in the applicable NEO’s employment agreement)
or due to death or disability of the NEO, the NEO is entitled to certain severance payments and benefits. We believe
the entry into such severance arrangements by Ribbon (or our predecessors) is generally consistent with
market practice and allows our executives to remain focused on the Company’s objectives in times of potential
uncertainty.

For further discussion regarding the severance and separation agreements and arrangements, see

“Severance and Change in Control Benefits” below.

Clawback Policy

All awards granted under our equity plans are subject to clawback pursuant to the Company’s Clawback

Policy and any other clawback policy that the Company may adopt in the future.

Transactions Involving Hedging, Monetization, Margin Accounts, Pledges, Puts, Calls and Other
Derivative Securities

The Company’s amended and restated insider trading policy contains stringent restrictions on transactions

in Company common stock by directors and officers. All trades by directors and officers must be pre-approved by
the Chief Legal Officer. Our current insider trading policy was amended and restated in 2019 to prohibit all
executive officers and directors from engaging in transactions involving hedging, monetization, margin accounts,
pledges, puts, calls and other derivative securities.

Tax and Accounting Considerations

Accounting for Stock-Based Compensation. We account for stock-based compensation in accordance with

ASC 718.

Policy on Deductibility of Executive Compensation. Section 162(m) of the Code generally disallows a tax
deduction for annual compensation in excess of $1.0 million paid to certain executive officers of the Company.
The Tax Cuts and Jobs Act, signed into law on December 22, 2017, repealed the “performance-based
compensation” exception to such deduction limitation and expanded the scope of the executive officers who are
covered by Section 162(m) of the Code. As a result, for tax years beginning after December 31, 2017, compensation
previously intended to be “performance-based” and not subject to Section 162(m) may not be deductible unless
it qualifies for limited transition relief applicable to certain remuneration payable pursuant to a written binding
contract which was in effect on November 2, 2017. The Compensation Committee reviews the potential effect
of Section 162(m) of the Code on the Company’s compensation practices periodically. However, the Compensation
Committee has no obligation to limit compensation to that which is deductible under Section 162(m) of the
Code and may use its judgment to authorize compensation programs and payments (or the modification of existing
compensation programs or payments) that may not be deductible when it believes such programs and payments
are appropriate and in the Company’s and our stockholders’ best interests. Further, due to uncertainties in the
applications of Section 162(m) of the Code, there is no guarantee that deductions claimed under Section 162(m)
of the Code will not be challenged or disallowed by the Internal Revenue Service and our ability to deduct
compensation under Section 162(m) of the Code may be restricted.

Risk Management and Our Executive Compensation Program

The Compensation Committee monitors and manages our executive compensation program to help ensure

that it does not encourage excessive risk taking. The Compensation Committee reviewed, analyzed and considered
whether the Company’s compensation policies and practices create risks that are reasonably likely to have a
material adverse effect on us, and concluded that no such material risks exist.

Post-2020 Executive Compensation Matters

On March 31, 2021, we entered into new employment arrangements with Messrs. Bruny and Scarfo (each

an “Amended Agreement”). Under the terms of the Amended Agreement, the minimum base salary payable to
each of Messrs. Bruny and Scarfo was increased to $405,000 per annum and their target bonuses were decreased
from 100% of their then-current base salary to 75% of base salary. In addition, with respect to the Amended
Agreement for Mr. Scarfo, the annual cost-of-living adjustment was eliminated. All other material terms remained
unchanged from Messrs. Bruny’s and Scarfo’s prior agreements. The Compensation Committee believes that
these changes are appropriate given the current scope of both Messrs. Bruny’s and Scarfo’s roles with the
Company and would better align them with the compensation arrangements of the other NEOs.

EXECUTIVE COMPENSATION TABLES

The following table sets forth, for the year ended December 31, 2020 and for the two years prior thereto (if

applicable), the compensation earned by our Chief Executive Officer, two former Interim Co-Chief Executive
Officers, Chief Financial Officer, former Chief Financial Officer, three most highly compensated current executive
officers serving as executive officers at December 31, 2020, and the most highly compensated former executive
officer who served as an executive officer in 2020 but separated from the Company during 2020.

2020 SUMMARY COMPENSATION TABLE

Year

Salary
($)

Bonus
($)

Stock
Awards
($)(1)

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)(2)

All Other
Compensation
($)(3)

Total
($)

2020 $478,846 $

— $3,631,842

$ —

$783,812

Name and Principal Position

Bruce McClelland

President and Chief Executive Officer

$
$

27,458

$4,921,958

30,836

$1,684,310

28,913
23,028

$1,403,971
$1,403,695

Steven Bruny

2020 $326,308 $ 19,688 $ 869,978

$ —

$437,500

Former Interim Co-President and Chief
Executive Officer; and Executive Vice
President, Americas Sales

— $ 918,335
2019 $350,000 $
2018 $341,667 $425,000 $ 264,000

$ —
$ —

$106,723
$350,000

Kevin Riley

2020 $285,923 $ 33,750 $ 379,000

$ —

—

$1,007,383

$1,706,056

Former Interim Co-President and Chief
Executive Officer; and Former Executive
Vice President, Chief Technical Officer

2019 $350,000 $
— $ 475,081
2018 $345,833 $100,000 $ 264,000

$ —
$ —

$ 91,477
$210,000

Miguel Lopez

2020 $235,442 $

— $1,160,692

$ —

$250,129

$
$

28,961
20,908

$ 945,519
$ 940,741

79,916

$1,726,179

Executive Vice President and Chief
Financial Officer

Daryl Raiford

2020 $265,385 $

— $ 350,002

$ —

—

$1,136,683

$1,752,070

Former Executive Vice President and
Chief Financial Officer

Sam Bucci

Executive Vice President and General
Manager, Packet Optical Networks
Business Unit

2019 $500,000 $
— $ 840,831
2018 $500,000 $100,000 $ 132,000

$ —
$ —

$114,347
$275,000

2020 $122,772 $101,496 $1,810,353

$ —

$133,942

$
$

49,197
42,374

$1,504,375
$1,049,374

1,961

$2,170,524

Patrick Macken

2020 $210,154 $ 50,000 $1,188,046

$ —

$219,263

93,150

$1,760,613

Executive Vice President and Chief Legal
Officer

Anthony Scarfo

2020 $326,308 $ 19,688 $ 815,976

$ —

$437,500

Executive Vice President and General
Manager, Cloud and Edge Business Unit

2019 $350,000 $
— $ 881,576
2018 $331,154 $225,000 $ 627,000

$ —
$ —

$106,723
$350,000

$
$

48,411

$1,647,883

45,873
44,164

$1,384,172
$1,577,318

Justin Ferguson

2020 $237,250 $ 39,375 $ 325,000

$ —

—

$1,183,945

$1,785,570

Former Executive Vice President and
General Counsel

2019 $325,000 $

— $ 737,083

$ —

$ 53,362

28,859

$1,144,304

(1) The amounts shown in this column do not reflect compensation actually received by the NEO. Instead, the amounts

primarily reflect the grant date fair value of each stock award granted to each NEO. The grant date fair values of stock
awards were calculated in accordance with ASC 718. The methodology for calculating the grant date fair value of stock
awards is discussed in Note 21 to our 2020 Annual Report. The grant date fair value of restricted stock awards and
restricted stock units is equal to the closing price of our common stock on the date of grant. In 2020, we granted PSUs
with both performance and service conditions to Messrs. McClelland, Bruny, Lopez, Bucci, Macken and Scarfo. In 2019, we
granted PSUs with both performance and service conditions to Messrs. Bruny, Riley, Raiford, Scarfo and Ferguson.
The grant date fair value of such PSUs is equal to the closing price of our common stock on the date of grant. In 2020,
we granted PSUs with both market and service conditions to Messrs. McClelland, Bruny, Lopez, Bucci, Macken and Scarfo.
Mr. McClelland’s and certain of Mr. Bucci’s PSUs with market conditions related to our stock price trading at or above
certain thresholds for a specified amount of time. In 2019, we granted PSUs with both market and service conditions to
Messrs. Bruny, Riley, Raiford, Scarfo and Ferguson. PSUs that include a market condition require the use of a Monte Carlo
simulation approach to model future stock price movements based upon the risk-free rate of return, the volatility of
each entity and, where applicable, the pair-wise covariance between each entity. These results are then used to calculate
the grant date fair values of the respective PSUs.

(2) The amounts shown in this column represent the amounts earned under our SMCIP. As discussed above, for 2020 the

individual performance measure component of the SMCIP was eliminated with respect to the NEOs.

For 2019, while the Compensation Committee determined that each NEO achieved 100% of his individual performance
measure for 2019, the Compensation Committee used its negative discretion to adjust the performance payout to the level
of 30.5% achievement, in light of (and consistent with) the achievement of the Company performance metric relating to
pre-bonus Adjusted EBITDA in 2019.

For 2018, each of Messrs. Bruny, Riley, Raiford, Scarfo and Ferguson was given the choice to receive a portion, ranging from
10% to 50% of their 2018 annual bonus, if any were earned, in shares of our common stock (the “2018 Bonus Shares”) under

our Stock Bonus Election Program. Each such NEO could also elect not to participate in this program and to earn his
2018 annual bonus, if any, in the form of cash. Pursuant to the Stock Bonus Election Program, each of Messrs. Bruny and
Raiford elected to receive 30% of his 2018 annual bonus in the form of 2018 Bonus Shares; and each of Messrs. Riley
and Scarfo elected to receive 20% of his 2018 annual bonus in the form of 2018 Bonus Shares. The amount of each NEO’s
2018 Bonus Shares included in the amount above was as follows: Mr. Bruny: $105,000; Mr. Riley: $42,000; Mr. Raiford:
$82,500; Mr. Scarfo: $70,000; and Mr. Ferguson: $35,000. The number of shares earned by each of the NEOs was
calculated by dividing the applicable bonus amount (for each NEO, calculated as his elected percentage times his
2018 annual bonus) by $4.97, the closing price of our common stock on March 8, 2019, the date of the company-wide
cash bonus payments. The closing price of our common stock on March 15, 2019 was $5.22, and such closing price is the
grant date fair value of each 2018 Bonus Share. Accordingly, the grant date fair value of each NEO’s 2018 Bonus
Shares was as follows: Mr. Bruny: $110,283; Mr. Riley: $44,114; Mr. Raiford: $86,652; Mr. Scarfo: $73,524; and
Mr. Ferguson: $36,764. The 2018 Bonus Shares were fully vested on the grant date; however, each such NEO was
contractually restricted from trading the 2018 Bonus Shares for five months after the date of grant.

(3) This column includes the incremental cost of certain perquisites and other personal benefits provided to the NEOs. The

components of All Other Compensation for 2020 are as follows:

Bruce
McClelland

Steven
Bruny

Kevin
Riley

Miguel
Lopez

Daryl
Raiford

Sam
Bucci

Patrick
Macken

Anthony
Scarfo

Justin
Ferguson

Housing allowance . . . . . . . . . . . $

— $

9,893 $ — $

— $

Financial planning service costs . . .

Cost-of-living adjustment

allowance (a)

. . . . . . . . . . . . .

Total perquisites . . . . . . . . . . .

Severance . . . . . . . . . . . . . . . .

Accelerated vesting of unvested

stock units . . . . . . . . . . . . . . .

Extended health benefits . . . . . . .

Total severance and related . . . .

—

5,276

—

15,169

— 366,489

— 846,542

— 597,741

— 238,574

—

16,489

—

23,093

— 980,719

— 1,108,209

—

— 25,000

—

— 374,144

— 763,273

—

22,758

— 1,160,175

Health benefits (b)

. . . . . . . . . . .

19,245

23,093

15,115

8,199

11,547

725 14,379 15,668

401(k) matching contribution . . . . .

7,140

6,508

3,512

—

769

—

615

6,508

17,068

5,700

Life, disability and excess liability . .

insurance (b) . . . . . . . . . . . . . . .

1,073

1,235

Patents (c)

. . . . . . . . . . . . . . . .

Relocation expenses . . . . . . . . . .

—

710

7,327

644

—

— 71,073

989 1,236

752

1,235

1,002

—

— 77,404

—

Total other . . . . . . . . . . . . . . .

27,458

30,836

26,664 79,916

13,305 1,961 93,150 23,411

23,770

Total All Other Compensation . . . . $27,458 $30,836 $1,007,383 $79,916 $1,136,683 $1,961 $93,150 $48,411 $1,183,945

(a) Mr. Scarfo’s cost-of-living adjustment allowance was eliminated in March 2021.

(b) Represents the Company’s portion of such insurance benefits.

(c) Represents compensation related to patents held by the Company and for which the granting of such patents is partially

attributable to Mr. Riley.

Grants of Plan-Based Awards in 2020

The following table sets forth information about incentive plan awards made to the NEOs during the year

ended December 31, 2020:

2020 GRANTS OF PLAN-BASED AWARDS

Date of
Compensation
Committee
Action(1)

Grant
Date

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(2)

Estimated Future Payouts
Under Equity Incentive
Plan Awards(3)

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Awards:
Number of
Shares of
Stock or
Units
(#)(4)

Awards:
Number of
Securities
Underlying
Options
(#)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Name

Bruce McClelland 16-Mar-20 11-Mar-20

16-Mar-20 11-Mar-20

— 4,750,000 4,750,000

$ — $750,000

462,963

162,038

25,000

150,463

25,000

53,730

99,558

—

48,055

96,110

32,037

64,074

—

59,735

119,470

38,923

77,846

Grant
Date
Fair Value
of Stock
and Option
Awards
($)(5)

$1,000,000

$2,631,842

$ 350,002

54,000

$ 210,000

$ 255,976

$ 325,000

54,000

$ 212,502

$ 393,752

$ 236,252

$ 318,186

162,038

$ 350,002

129,717

100,236

150,000

162,038

—

60,142

120,284

40,094

80,188

133,333

54,920

109,840

36,614

73,228

48,055

96,110

32,037

64,074

$ 550,000

$ 425,001

$ 255,002

$ 320,351

$ 259,999

$ 655,500

$ 240,000

$ 292,546

$ 350,000

$ 210,000

$ 255,976

150,463

$ 325,000

Steven Bruny

16-Mar-20 11-Mar-20

19-Jun-20

12-Jun-20

19-Jun-20

12-Jun-20

Kevin Riley

16-Mar-20 11-Mar-20

Miguel Lopez

15-Jul-20

9-Jun-20

15-Jul-20

9-Jun-20

15-Jul-20

9-Jun-20

15-Jul-20

9-Jun-20

Daryl Raiford

16-Mar-20 11-Mar-20

Sam Bucci

15-Sep-20

20-Jul-20

15-Sep-20

20-Jul-20

15-Sep-20

20-Jul-20

15-Sep-20

20-Jul-20

15-Sep-20

20-Jul-20

Patrick Macken

19-Jun-20

12-Jun-20

19-Jun-20

12-Jun-20

19-Jun-20

12-Jun-20

Anthony Scarfo

16-Mar-20 11-Mar-20

19-Jun-20

12-Jun-20

19-Jun-20

12-Jun-20

Justin Ferguson 16-Mar-20 11-Mar-20

$ — $350,000

$ — $299,985

$ — $393,750

$ — $375,000

$ — $333,744

$ — $300,000

$ — $350,000

$ — $175,013

(1) Represents the date on which the Compensation Committee took action to approve the equity-based award or the

performance metrics for achievement of such award, as applicable.

(2)

(3)

“Target” amount represents the potential bonus payment under the SMCIP at target level of achievement.

In 2020, we granted PSUs with both market and service conditions to Messrs. McClelland, Bruny, Lopez, Bucci, Macken
and Scarfo. Mr. McClelland’s and certain of Mr. Bucci’s PSUs with market conditions related to our stock price trading
at or above certain thresholds for a specified amount of time (the “Stock Price PSUs”). PSUs that include a market
condition require the use of a Monte Carlo simulation approach to model future stock price movements based upon the
risk-free rate of return, the volatility of each entity and, where applicable, the pair-wise covariance between each entity.

These results are then used to calculate the grant date fair values of the respective PSUs. With the exception of the
Stock Price PSUs, each NEO’s Performance PSU grant is comprised of three consecutive fiscal year performance periods
from 2020 through 2022 (each, a “Fiscal Year Performance Period”), with one-third of the Performance PSUs
attributable to each Fiscal Year Performance Period. The number of shares that will vest for each Fiscal Year Performance
Period will be based on the achievement of certain metrics related to the Company’s financial performance for the
applicable year on a standalone basis (each, a “Fiscal Year Performance Condition”). The Company’s achievement of
each Fiscal Year Performance Condition (and the number of shares of Company common stock to vest as a result
thereof) is measured on a linear sliding scale in relation to specific threshold, target and stretch performance conditions.
The Compensation Committee will determine the number of shares earned, if any, after the Company’s financial
results for each Fiscal Year Performance Period are finalized. Upon the determination by the Compensation Committee
of the number of shares that will be received upon vesting of the Performance PSUs, such number of shares will become
fixed and the unamortized expense will be recorded through the remainder of the service period that ends on March 15,
2023, at which time the total Performance PSUs earned, if any, will vest, pending each executive’s continued
employment with the Company through that date. The number of shares of common stock to be achieved upon vesting
of the Performance PSUs will in no event exceed 200% of the Performance PSUs. Shares subject to the Performance
PSUs that fail to be earned will be forfeited. In March 2021, as discussed in “Compensation Discussion & Analysis”
above, the Compensation Committee determined that the performance metrics for the 2020 Performance PSUs had been
achieved at the 125% level, with such achievement equal to the right to receive shares of stock on March 15, 2023
provided the NEO is still an employee of the Company at that date: Mr. Bruny: 20,023 shares; Mr. Lopez: 24,890 shares;
Mr. Bucci: 25,059; Mr. Macken: 22,884 shares; and Mr. Scarfo: 20,023 shares. The Performance PSUs granted to
certain of our NEOs in 2019 had the same fiscal year performance conditions and 125% achievement for the year ended
December 31, 2020 as those granted in 2020, with such achievement equal to the right to receive shares of stock on
March 15, 2022 provided the NEO is still an employee of the Company at that date: Mr. Bruny: 17,960 shares; and
Mr. Scarfo: 17,960 shares. Additionally, in connection with their employment agreements, Messrs. Raiford and Ferguson
each received shares in connection with their 2019 Performance PSUs for the 2020 performance period as follows:
Mr. Raiford: 4,089 shares; and Mr. Ferguson: 15,565 shares, which number of shares was pro-rated based on Mr. Raiford’s
and Mr. Ferguson’s respective employment by us in 2020. These shares were released to Messrs. Raiford and Ferguson
on March 1, 2021.

Mr. McClelland’s Stock Price PSUs, subject to his continued employment, are eligible to vest and be settled in up to
4,750,000 shares of Ribbon common stock upon the achievement of specified share price thresholds on or prior to
September 1, 2024. The first share price threshold for Mr. McClelland’s Stock Price PSUs was achieved on February 26,
2021, and accordingly 1,333,333 shares were released to him. Mr. Bucci’s Stock Price PSUs, subject to his continued
employment, were eligible to vest and be settled in 133,333 shares of Ribbon common stock upon the achievement of a
specific share price threshold on or prior to January 31, 2022. The share price threshold for Mr. Bucci’s Stock Price
PSUs was achieved on February 12, 2021, and accordingly 133,333 shares were released to him.

The TSR PSUs have a single three-year performance period, which will end on December 31, 2022 (the “Market
Performance Period”). The number of shares subject to the TSR PSUs that will vest, if any, on March 15, 2023, will be
dependent upon the Company’s TSR compared with the TSR of the companies included in the Nasdaq
Telecommunications Index for the same Market Performance Period, measured by the Compensation Committee after
the Market Performance Period ends. The shares determined to be earned will vest on March 15, 2023, pending each
executive’s continued employment with the Company through that date. The number of shares of common stock to be
achieved upon vesting of the TSR PSUs will in no event exceed 200% of the TSR PSUs. Shares subject to the TSR
PSUs that fail to be earned will be forfeited.

(4) Of Mr. Riley’s RSUs granted in 2020, the vesting of 100,233 shares was accelerated and such shares were released to

Mr. Riley on November 16, 2020. Of Mr. Ferguson’s RSUs granted in 2020, the vesting of 75,233 shares was accelerated
and such shares were released to Mr. Ferguson on August 7, 2020.

(5) Amounts reflect the grant date fair values of the RSUs and PSUs estimated in accordance with ASC 718 as of the

respective grant dates. The methodology for calculating the grant date fair value of stock awards is discussed in Note 21
to our 2020 Annual Report.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth information concerning unvested stock awards held by the NEOs as of

December 31, 2020 for those NEOs that held unvested awards as of such date:

OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END

Stock Awards

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That
Have Not
Vested
(#)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or Other
Rights That
Have Not
Vested
($)(1)

4,750,000(3)

$31,160,000

14,368(4)
32,037(4)
28,736(5)
32,037(5)

39,823(7)
39,823(8)

$
$
$
$

$
$

94,254
210,163
188,508
210,163

261,239
261,239

40,095(11) $
40,094(12) $
133,333(12) $

263,023
263,017
874,664

36,613(14) $
36,614(15) $

240,181
240,188

14,368(17) $
32,037(17) $
28,736(18) $
32,037(18)

94,254
210,163
188,508
210,163

Number of
Shares or
Units of
Stock
Awards
That Have
Not Vested
(#)

Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)

462,963(2) $3,037,037

6,666(3) $
43,729
40,584(3) $ 266,231
162,038(3) $1,062,969
25,000(3) $ 164,000
22,341(4) $ 146,557
20,023(4) $ 131,351

53,730(6) $ 352,469
99,558(6) $ 653,100
24,890(7) $ 163,278

8,381(9) $
54,979
17,031(9) $ 111,723
129,717(10) $ 850,944
100,236(10) $ 657,548
25,059(11) $ 164,387

150,000(13) $ 984,000
22,884(14) $ 150,119

12,500(16) $
82,000
2,500(16) $
16,400
40,584(16) $ 266,231
162,038(16) $1,062,969
22,341(17) $ 146,557
20,023(17) $ 131,351

15,565(19) $ 102,106
18,038(19) $ 118,329

Name
Bruce McClelland

Steven Bruny

Miguel Lopez

Daryl Raiford

Sam Bucci

Patrick Macken

Anthony Scarfo

Justin Ferguson

(1)

In accordance with SEC rules, the market value of unvested restricted stock units was determined by multiplying the
number of such shares by $6.56, the closing market price of our common stock on December 31, 2020.

(2) Mr. McClelland’s 462,963 unvested stock units vested on March 16, 2021.

(3) Mr. McClelland’s 4,750,000 unearned stock units represent shares underlying Performance PSUs, a portion or all of

which will be earned and released if and when four separate stock price thresholds are achieved on or before September 1,
2024. The first share price threshold was achieved on March 1, 2021, and accordingly 1,333,333 shares were released
to him.

(3) Mr. Bruny’s 6,666 unvested RSUs will vest on June 15, 2021. Of Mr. Bruny’s 40,584 unvested RSUs, 13,528 will vest on

each of June 17, 2021, December 17, 2021 and June 17, 2022. Of Mr. Bruny’s 162,038 unvested RSUs, 54,014
vested on March 16, 2021 and 27,006 will vest on each of September 16, 2021, March 16, 2022, September 16, 2022
and March 16, 2023. Mr. Bruny’s 25,000 unvested RSUs vested on March 16, 2021.

(4) The 22,341 unvested stock units represent the number of shares underlying Mr. Bruny’s unvested 2019 PSUs based on
actual 2019 and 2020 performance; these shares will vest on March 15, 2022. Mr. Bruny’s 14,368 unearned stock units
represent shares underlying 2020 Annual PSUs that will vest upon achievement of target performance goals in a future
performance period. Shares earned, if any, will vest on March 15, 2022. The 20,023 unvested restricted shares represent
the number of shares underlying Mr. Bruny’s unvested 2019 PSUs based on actual 2020 performance; these shares will
vest on March 15, 2023. Mr. Bruny’s 32,037 unearned stock units represent shares underlying 2020 Annual PSUs that
will vest upon achievement of target performance goals in future periods. Shares earned, if any, will vest on March 15,
2023.

(5) The 28,736 unearned stock units represent shares underlying Mr. Bruny’s 2019 PSUs subject to vesting based on

Relative TSR, which have a three-year performance period, and that will vest upon achievement of target performance.
Shares earned, if any, will vest on March 15, 2022. The 32,037 unearned stock units represent shares underlying
Mr. Bruny’s 2020 Annual PSUs subject to vesting based on Relative TSR, which have a three-year performance period,
and that will vest upon achievement of target performance goals. Shares earned, if any, will vest on March 15, 2023.

(6) Mr. Lopez’s 53,730 unvested RSUs will vest on July 15, 2021. Of Mr. Lopez’s 99,558 unvested RSUs, 33,187 will vest on
July 15, 2021, 16,593 will vest on each of January 15, 2022 and July 15, 2022, 15,692 will vest on January 15, 2023
and 15,693 will vest on July 15, 2023.

(7) The 24,890 unvested stock units represent the number of shares underlying Mr. Lopez’s unvested 2020 Annual PSUs

based on actual 2020 performance; these shares will vest on March 15, 2023. Mr. Lopez’s 39,823 unearned stock units
represent shares underlying 2020 Annual PSUs that will vest upon achievement of target performance goals in future
periods. Shares earned, if any, will vest on March 15, 2023.

(8) The 39,823 unearned stock units represent shares underlying Mr. Lopez’s 2020 Annual PSUs subject to vesting based

on Relative TSR, which have a three-year performance period, and that will vest upon achievement of target performance
goals. Shares earned, if any, will vest on March 15, 2023.

(9) Mr. Raiford’s 8,381 and 17,031 unvested stock units represent PSUs that were accelerated in connection with his
separation from the Company, but which were not released until fiscal 2021 per the terms of his separation.

(10) Mr. Bucci’s 129,717 unvested RSUs will vest on September 15, 2021. Of Mr. Bucci’s 100,236 unvested RSUs, 33,413

will vest on September 15, 2021, 16,706 will vest on each of March 15, 2022 and September 15, 2022, 16,705 will vest
on March 15, 2023 and 16,706 will vest on September 15, 2023.

(11) The 25,059 unvested stock units represent the number of shares underlying Mr. Bucci’s unvested 2020 Annual PSUs

based on actual 2020 performance; these shares will vest on March 15, 2023. Mr. Bucci’s 40,095 unearned stock units
represent shares underlying 2020 Annual PSUs that will vest upon achievement of target performance goals in future
periods. Shares earned, if any, will vest on March 15, 2023.

(12) The 40,094 unearned stock units represent shares underlying Mr. Bucci’s 2020 Annual PSUs subject to vesting based

on Relative TSR, which have a three-year performance period, and that will vest upon achievement of target performance
goals. Shares earned, if any, will vest on March 15, 2023. The 133,333 unearned stock units represent shares underlying
Performance PSUs that would vest if and when a stock price threshold was achieved on or before January 31, 2022.
The stock price threshold for Mr. Bucci’s Stock Price PSUs was achieved on February 12, 2021, and accordingly the
133,333 shares were released to him.

(13) Of Mr. Macken’s 150,000 unvested RSUs, 50,001 will vest on June 19, 2021, 25,000 will vest on each of December 19,

2021 and June 19, 2022, 24,999 will vest on December 19, 2022 and 25,000 will vest on June 19, 2023.

(14) The 22,884 unvested stock units represent the number of shares underlying Mr. Macken’s unvested 2020 Annual PSUs

based on actual 2020 performance; these shares will vest on March 15, 2023. Mr. Macken’s 36,613 unearned stock units
represent shares underlying 2020 Annual PSUs that will vest upon achievement of target performance goals in future
periods. Shares earned, if any, will vest on March 15, 2023.

(15) The 36,614 unearned stock units represent shares underlying Mr. Macken’s 2020 Annual PSUs subject to vesting based
on Relative TSR, which have a three-year performance period, and that will vest upon achievement of target performance
goals. Shares earned, if any, will vest on March 15, 2023.

(16) Mr. Scarfo’s 12,500 unvested RSUs vested on February 15, 2021. Mr. Scarfo’s 2,500 unvested RSUs will vest on

June 15, 2021. Of Mr. Scarfo’s 40,584 unvested RSUs, 13,528 will vest on each of June 17, 2021, December 17, 2021
and June 17, 2022. Of Mr. Scarfo’s 162,038 unvested RSUs, 54,014 vested on March 16, 2021, and 27,006 will vest on
each of September 16, 2021, March 16, 2022, September 16, 2022 and March 16, 2023.

(17) Mr. Scarfo’s 22,341 unvested stock units represent the number of shares underlying Mr. Scarfo’s unvested 2019 PSUs
based on actual 2019 and 2020 performance; these shares will vest on March 15, 2022. Mr. Scarfo’s 14,368 unearned
stock units represent shares underlying 2019 PSUs that will vest upon achievement of target performance goals in a future
period. Shares earned, if any, will vest on March 15, 2022. Mr. Scarfo’s 20,023 unvested stock units represent the

number of shares underlying Mr. Scarfo’s unvested 2020 Annual PSUs based on actual 2020 performance; these
shares will vest on March 15, 2023. Mr. Scarfo’s 32,037 unearned stock units represent shares underlying 2020 Annual
PSUs that will vest upon achievement of target performance goals in future periods. Shares earned, if any, will vest on
March 15, 2023.

(18) The 28,736 unearned stock units represent shares underlying Mr. Scarfo’s 2019 PSUs subject to vesting based on

Relative TSR, which have a three-year performance period, and that will vest upon achievement of target performance.
Shares earned, if any, will vest on March 15, 2022. The 32,037 unearned stock units represent shares underlying
Mr. Scarfo’s 2020 Annual PSUs subject to vesting based on Relative TSR, which have a three-year performance period,
and that will vest upon achievement of target performance goals. Shares earned, if any, will vest on March 15, 2023.

(19) Mr. Ferguson’s 15,565 and 18,038 unvested stock units represent PSUs that were accelerated in connection with his

separation from the Company, but which were not released until fiscal 2021 per the terms of his separation.

Stock Vested

The following table summarizes for the NEOs in 2020 the number of shares acquired upon the vesting of
stock awards and the value realized, before payout of any applicable withholding tax. NEOs that did not have
any stock awards vest in 2020 are excluded from the table.

Name

2020 STOCK VESTED

Stock Awards

Number of
Shares Acquired
on Vesting
(#)(1)

Value Realized
on Vesting
($)(2)

Steven Bruny . . . . . . . . . . . . . . . . . .
Kevin Riley . . . . . . . . . . . . . . . . . . . .
Daryl Raiford. . . . . . . . . . . . . . . . . . .
Anthony Scarfo . . . . . . . . . . . . . . . . .
Justin Ferguson. . . . . . . . . . . . . . . . .

79,195
149,093
48,815
70,583
163,428

$368,704
$684,870
$193,470
$323,685
$608,481

(1) From January through August 2020, in conjunction with each share vest, the NEO sold (pursuant to a Rule 10b5-1

trading plan) enough vesting shares to cover each NEO’s withholding tax obligations associated with the vesting of such
shares. Effective in September 2020, we withheld and retired enough vesting shares to cover each NEO’s withholding
tax obligations associated with the vesting of such shares.

Of Mr. Bruny’s 79,195 shares that vested in 2020, 14,285 were sold under a Rule 10b5-1 trading plan and 9,513 shares
were returned to us, in both cases, to satisfy the tax withholding obligations associated with the vesting of the shares.

Of Mr. Riley’s 149,093 shares that vested in 2020, 6,568 were sold under a Rule 10b5-1 trading plan and 51,916 shares
were returned to us, in both cases, to satisfy the tax withholding obligations associated with the vesting of the shares.

Of Mr. Raiford’s 48,815 shares that vested in 2020, 12,602 were sold under a Rule 10b5-1 trading plan to satisfy the tax
withholding obligations associated with the vesting of the shares.

Of Mr. Scarfo’s 70,583 shares that vested in 2020, 18,469 were sold under a Rule 10b5-1 trading plan and 3,902 shares
were returned to us, in both cases, to satisfy the tax withholding obligations associated with the vesting of the shares.

Of Mr. Ferguson’s 163,428 shares that vested in 2020, 9,153 were sold under a Rule 10b5-1 trading plan and 31,037
shares were returned to us, in both cases, to satisfy the tax withholding obligations associated with the vesting of the
shares.

(2)

In accordance with SEC rules, the aggregate dollar amount realized upon vesting of shares of restricted stock was
determined by multiplying the number of shares by the closing market price of our common stock on the day before
vesting.

CEO Pay Ratio

As of November 1, 2020, the Company had a worldwide population of 3,813 employees (including full-time,
part-time, seasonal and temporary employees). To determine the median annual compensation for all employees
other than the CEO, a median employee was identified from the worldwide population of employees on
November 1, 2020, excluding (i) 1,672 employees that joined Ribbon in March 2020 as part of the ECI Acquisition
and (ii) 107 employees from the following jurisdictions: Mexico (78 employees), Malaysia (26 employees) and
Thailand (3 employees), which in the aggregate represent 5% or less of the Company’s total employee population.
No employees were excluded from the employee population due to data privacy issues.

To determine the median employee, we utilized the “regular earnings” of the applicable employees for 2020,

which represents cash compensation excluding bonus, commissions and other similar incentive compensation.
The Company did not utilize any cost of living or other material adjustments. In connection with our analysis, we
utilized the foreign currency exchange rate used for our internal financial accounting purposes, as of November 1,
2020. Based on the foregoing, the median employee was determined to be a Marketing Specialist working on a full-
time basis in the United States.

For 2020, the annual total compensation for the median employee was $99,148 and the annual total
compensation for our CEO was $4,921,958, which reflects the total compensation paid to Mr. McClelland, the
Chief Executive Officer for 2020. Based on the calculation of the annual total compensation for both the CEO and
the median employee (as described above), the ratio of CEO pay to the median employee pay is
approximately 49.6:1. The pay ratio provided is a reasonable estimate. Because the SEC rules for identifying
the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions,
estimates and assumptions, our pay ratio may not be comparable to the pay ratio reported by other companies
or our pay ratio in any future year.

Severance and Change of Control Benefits

To attract and retain key executive officers, the Company has entered into executive agreements that include

severance and change of control benefits. In the event or threat of a change of control transaction, we believe
that these agreements reduce uncertainty and provide compensation for the significant levels of executive
engagement and support required during an ownership transition that may result in the termination of their
employment. The severance arrangements for the Current NEOs generally provide that, upon termination of the
NEO’s employment by the Company without cause, by the NEO for good reason or due to death or disability of
the NEO, the NEO is entitled to certain severance payments and benefits as described below.

Bruce McClelland. We have entered into a severance agreement with Mr. McClelland (the “McClelland
Severance Agreement”). Upon a termination of Mr. McClelland’s employment by the Company without Cause or
by Mr. McClelland for Good Reason (each as defined in the McClelland Severance Agreement), Mr. McClelland
is entitled to (a) severance payments equal to (i) 100% of his annual base salary, payable over 12 months following
termination, (ii) his target annual bonus, payable at the same time as such bonus would have been paid absent
termination, and (iii) in the event such termination occurs more than six months following the commencement of the
fiscal year, Mr. McClelland shall be entitled to receive a prorated portion of the annual bonus for the fiscal year
of termination based on actual Company performance and target individual performance (such proration based
on the number of days actually employed in such fiscal year) (the “Pro Rata Bonus”), and (b) a lump sum payment
of an amount equal to the sum of the Company’s share of health plan premium payments for a period of
12 months following termination. In addition, upon such a termination, (A) Mr. McClelland’s equity awards that
are subject to vesting based solely upon Mr. McClelland’s continued service with the Company and would have
vested during the 12-month period following the date of Mr. McClelland’s termination of employment shall vest, and
(B) (i) all awards that are subject to vesting in whole or in part based on the achievement of performance
objective(s) (other than the McClelland Sign-On PSUs) (collectively, “Performance-Based Equity Awards”) with
respect to any performance periods ending on or prior to the date of termination shall remain eligible to vest
based on actual performance through the end of the applicable performance period and (ii) a pro-rated portion
of Performance-Based Equity Awards with respect to any performance periods in which the date of termination
occurs shall remain eligible to vest based on performance through the end of the fiscal year in which the date of
termination occurs based on actual performance through the end of such fiscal year (such proration based on
the number of days actually employed during such performance period).

Notwithstanding the foregoing, to the extent a termination by the Company without Cause or by Mr. McClelland
for Good Reason occurs within 12 months following a Change in Control (as defined in the McClelland Severance
Agreement), Mr. McClelland is entitled to receive a cash lump sum payment equal to (a) 200% of (X) his annual
base salary, and (Y) his target annual bonus, (b) in the event such termination occurs more than six months
following the commencement of the fiscal year, the Pro Rata Bonus, and (c) a lump sum payment of an amount
equal to the sum of the Company’s share of health plan premium payments for a period of 24 months following
termination. In addition, upon such a termination, the vesting of all of Mr. McClelland’s outstanding equity
awards (other than the Sign-on RSUs and the Sign-On PSUs) will accelerate, with Performance-Based Equity
Awards vesting as if target performance had been achieved, pursuant to the McClelland Severance Agreement.
Further, the Sign-on RSUs and Sign-On PSUs will be eligible to vest on or following a Change in Control (as defined
in the McClelland Severance Agreement) in accordance with the terms of the underlying award agreements.

Mick Lopez, Sam Bucci and Patrick Macken. We have entered into severance agreements with each of

Messrs. Lopez, Bucci and Macken (each a “2020 Severance Agreement”). Each of the 2020 Severance
Agreements is subject to a three-year term, with automatic one-year renewals thereafter unless six months’ prior
written notice of non-renewal is given before the term automatically renews. In no event will any of the Severance
Agreements end before the first anniversary of the date of the closing of a Change of Control (as such term is
defined in the respective Severance Agreements) of the Company.

Under each of the 2020 Severance Agreements, if the Company terminates the employment of Mr. Lopez,
Mr. Bucci or Mr. Macken without Cause (as such term is defined in the respective 2020 Severance Agreement)
(other than due to death or Disability (as such term is defined in the respective 2020 Severance Agreement)) or if
Mr. Lopez, Mr. Bucci or Mr. Macken terminates his employment with Good Reason (as such term is defined in
the respective 2020 Severance Agreement) outside of a Change of Control Protection Period (such term is defined
as the period beginning on the date of the closing of a Change in Control and ending on the first anniversary of
such Change in Control), each of Messrs. Lopez, Bucci and Macken will be entitled, less applicable withholdings,
to receive: (i) continued payment of his then-current base salary for a period of 12 months following the
termination date; (ii) a one-time lump sum cash amount equal to his pro-rated annual bonus, payable at the
same time annual bonuses are paid, if at all, to other executive officers of the Company; (iii) a one-time lump
sum cash amount equal to the aggregate sum of the Company’s share of medical, dental and vision insurance
premiums for such executive officer and his dependents for the 12-month period following the termination date;
(iv) accelerated vesting of the executive officer’s unvested time-based equity awards that are scheduled to vest
within twelve months following his termination date; and (v) continued eligibility to pro-rata vest unvested
performance-based equity awards subject to the Company’s actual achievement of applicable performance
conditions for the portion of the performance period through the executive officer’s termination date.

If the Company terminates the employment of any of Mr. Lopez, Mr. Bucci or Mr. Macken without Cause
(other than as a result of his death or Disability) or if any of these executive officers terminates his employment
with Good Reason during a Change in Control Protection Period, then such executive officer will be entitled to
receive: (i) a one-time lump sum cash amount equal to twelve months of his then-current base salary; (ii) a
one-time lump sum cash amount equal to his then-target annual bonus; (iii) a one-time lump sum cash amount
equal to his pro-rated annual bonus, payable at the same time annual bonuses are paid, if at all, to other executive
officers of the Company; (iv) a one-time lump sum cash amount equal to the aggregate sum of the Company’s
share of medical, dental and vision insurance premiums for such executive officer and his dependents for the
12-month period following the termination date; (v) full accelerated vesting of the executive officer’s unvested
time-based equity awards; and (vi) full accelerated vesting of the executive officer’s unvested performance-
based equity awards at a target level of achievement for each applicable performance condition.

Steven Bruny and Anthony Scarfo. We have entered in severance agreements with each of Messrs. Bruny
and Scarfo (each a “Severance Agreement”). Each of the Severance Agreements is subject to a three-year term,
with automatic one-year renewals thereafter unless six months’ prior written notice of non-renewal is given
before the term automatically renews. In no event will either of the Severance Agreements end before the first
anniversary of the date of the closing of a Change of Control (as such term is defined in the respective Severance
Agreements) of the Company.

Under each of the Severance Agreements, if the Company terminates the employment of Mr. Bruny or

Mr. Scarfo without Cause (as such term is defined in the respective Severance Agreement) (other than due to
death or Disability (as such term is defined in the respective Severance Agreement)) or if Mr. Bruny or Mr. Scarfo
terminates his employment with Good Reason (as such term is defined in the respective Severance Agreement)
outside of a Change of Control Protection Period (such term is defined as the period beginning on the date of the
closing of a Change in Control and ending on the first anniversary of such Change in Control), each of Messrs.
Bruny and Scarfo will be entitled, less applicable withholdings, to receive: (i) continued payment of his then-current
base salary for a period of 12 months following the termination date; (ii) a one-time lump sum cash amount
equal to his pro-rated annual bonus, payable at the same time annual bonuses are paid, if at all, to other executive
officers of the Company; provided that such termination occurs more than six months into a calendar year;
(iii) a one-time lump sum cash amount equal to the aggregate sum of the Company’s share of medical, dental
and vision insurance premiums for such executive officer and his dependents for the 12-month period following the
termination date; (iv) accelerated vesting of the executive officer’s unvested time-based equity awards that are
scheduled to vest within twelve months following his termination date; and (v) continued eligibility to pro-rata vest
unvested performance-based equity awards subject to the Company’s actual achievement of applicable
performance conditions for the portion of the performance period through the executive officer’s termination
date.

If the Company terminates the employment of any of Mr. Bruny or Mr. Scarfo without Cause (other than as a
result of his death or Disability) or if either executive officer terminates his employment with Good Reason during
a Change in Control Protection Period, then such executive officer will be entitled to receive: (i) a one-time lump
sum cash amount equal to twelve months of his then-current base salary; (ii) a one-time lump sum cash amount
equal to his then-target annual bonus; (iii) a one-time lump sum cash amount equal to his pro-rated annual
bonus, payable at the same time annual bonuses are paid, if at all, to other executive officers of the Company;
provided that such termination occurs more than six months into a calendar year; (iv) a one-time lump sum cash
amount equal to the aggregate sum of the Company’s share of medical, dental and vision insurance premiums
for such executive officer and his dependents for the 12-month period following the termination date; (v) full
accelerated vesting of the executive officer’s unvested time-based equity awards; and (vi) full accelerated
vesting of the executive officer’s unvested performance-based equity awards at a target level of achievement for
each applicable performance condition.

Equity Award Acceleration

In addition to the severance benefits and payments described above, in the event of a Change in Control (as
defined in the Amended and Restated Ribbon Communications Inc. 2019 Stock Incentive Plan (the “2019 Plan”)
and referred to herein as a “change in control”), our forms of equity agreements under the 2019 Plan provide
for certain accelerated vesting of awards thereunder. Except as otherwise noted in the severance arrangements
above, effective immediately prior to the occurrence of a change in control, an additional one-third of the number of
shares covered by the restricted stock award will become vested and the remaining unvested shares subject to
the restricted stock award will continue to vest pursuant to the vesting schedule set forth in the award, except that
the vesting schedule will be shortened by 12 months.

POTENTIAL PAYMENTS UPON TERMINATION OR UPON CHANGE IN CONTROL

The table below shows potential payments to the Current NEOs with severance or change in control
arrangements upon termination or upon a change in control of our Company. The amounts shown assume that
termination and/or change in control was effective as of December 31, 2020, the last day of our fiscal year, and are
estimates of the amounts that would have been paid to or realized by the NEOs upon such a termination or
change in control on such date. The actual amounts to be paid or realized can only be determined at the time of
an NEO’s termination or following a change in control.

Termination
without Cause or
for Good Reason(1)

Termination upon
Death or Disability

Change in Control

Termination
without Cause or
for Good Reason
following Change
in Control

Bruce McClelland