Ribbon Communications Appoints New Directors, One Departs

TL;DR

Ribbon Comm (RBBN) board shakeup: David R. Johnson out, David E. Johnson & David L. Johnson in. Effective Oct 3.

AI Summary

Ribbon Communications Inc. announced on October 3, 2024, the departure of director David R. Johnson. The company also reported the election of two new directors, David E. Johnson and David L. Johnson, to its Board of Directors, effective October 3, 2024. These changes are effective immediately.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board changes and does not involve significant financial transactions or operational disruptions.

Key Players & Entities

• Ribbon Communications Inc. (company) — Registrant
• David R. Johnson (person) — Departing Director
• David E. Johnson (person) — Newly Elected Director
• David L. Johnson (person) — Newly Elected Director
• October 3, 2024 (date) — Effective Date of Changes

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 RBBN The Nasdaq Global Select Marke
• $500,000 — d will receive an annual base salary of $500,000 and will be eligible to participate in
• $50,000 — receive a one-time relocation bonus of $50,000, after reduction for applicable income
• $4,500 — monthly temporary housing allowance of $4,500 for six months. As an inducement for M
• $750,000 — d sign-on equity grants consisting of a $750,000 time-based vesting grant of restricted
• $416,667 — to Mr. Townend's continued employment, $416,667 of the Sign On RSUs are eligible to ves

Filing Documents

• tm2425528d1_8k.htm (8-K) — 36KB
• tm2425528d1_ex10-1.htm (EX-10.1) — 45KB
• tm2425528d1_ex10-2.htm (EX-10.2) — 66KB
• tm2425528d1_ex10-3.htm (EX-10.3) — 45KB
• tm2425528d1_ex10-1img001.jpg (GRAPHIC) — 6KB
• tm2425528d1_ex10-1img002.jpg (GRAPHIC) — 3KB
• 0001104659-24-106285.txt ( ) — 417KB
• sons-20241003.xsd (EX-101.SCH) — 3KB
• sons-20241003_lab.xml (EX-101.LAB) — 33KB
• sons-20241003_pre.xml (EX-101.PRE) — 22KB
• tm2425528d1_8k_htm.xml (XML) — 4KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 3, 2024, Ribbon Communications Inc. (the "Company") announced the appointment of John Townsend as Executive Vice President, Chief Financial Officer of the Company, effective upon the earlier of the filing of the Company's Form 10-Q for the quarter ended September 30, 2024 and November 1, 2024 (the "Effective Date"). As previously reported, Miguel Lopez, the Company's current Executive Vice President, Chief Financial Officer, is retiring from the Company following the filing of the Company's Form 10-Q for the quarter ended September 30, 2024. Mr. Townsend, age 61, was previously the Chief Financial Officer of Digicel Group, a mobile phone network, business services and home entertainment provider operating in 26 markets, from September, 2022 to September, 2023. Prior to his time at Digicel Group, Mr. Townsend served in several positions for Verizon Communications, a global communications and technology company, from 2013 through 2022, including most recently serving as the Chief Financial Officer of Verizon Business from 2019 to 2022. Mr. Townsend's career also includes time at Vodafone Group PLC, a British multinational telecommunications company, where he served in various senior finance roles from 1993 to 2012, including six years as Chief Financial Officer of Verizon Wireless, which at the time was jointly owned by Vodafone and Verizon. Mr. Townsend holds a B.A. in Economics (honors) and Business Finance from Manchester University and is an Associate of the Institute of Chartered Accountants. No family relationship exists between Mr. Townsend and any of the Company's directors or executive officers. There are no arrangements or understandings between Mr. Townsend and any other person pursuant to which Mr. Townsend was selected as an officer of the Company, nor are there any transactions to w

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Employment Agreement, dated as of October 3, 2024, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc. and John Townsend. 10.2 Severance Agreement, dated as of October 3, 2024, among Ribbon Communications Inc., Ribbon Communications Operating Company, Inc. and John Townsend. 10.3 Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting) between the Company and John Townsend. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 4, 2024 Ribbon Communications Inc. By: /s/ Patrick Macken Name: Patrick W. Macken Title: Executive Vice President, Chief Legal Officer and Secretary

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View this 8-K filing on SEC EDGAR