Sector: Information Technology
RIBBON COMMUNICATIONS INC · Meeting: June 3, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Election of Directors
Director since March 2020; the 3-year TSR gap versus the company-disclosed peer group median is -12.1pp, which does not meet the 20pp threshold required to trigger an against vote given the company's negative absolute 3-year return; no overboarding, attendance, or independence concerns identified.
Director since October 2017; the 3-year peer TSR gap of -12.1pp does not breach the 20pp trigger threshold; no overboarding (0 other public boards), attendance is adequate, and he serves only on independent committees.
Director since October 2017; 3-year peer gap of -12.1pp does not meet the 20pp trigger; holds 2 other public board seats (below the 4-seat overboarding threshold), serves as Compensation Committee Chair and is designated an audit committee financial expert.
Director since September 2022; while his tenure overlaps the measurement period, the 3-year peer gap of -12.1pp does not meet the 20pp trigger threshold; no overboarding on public boards and attendance is adequate.
CEO and director since March 2020; the 3-year peer TSR gap of -12.1pp does not meet the 20pp threshold required to trigger an against vote under the named peer group analysis; the Say on Pay vote is evaluated separately under Proposal 3.
Non-independent director and Chairman since June 2020; the 3-year peer gap of -12.1pp does not breach the 20pp trigger; no overboarding on public boards; independence classification as non-independent is consistent with his disclosed Swarth affiliation and he serves on no independent committees.
Director since April 2026, which is within the 24-month new-director exemption period; automatically exempt from the TSR performance trigger regardless of the company's stock history.
Non-independent director since October 2017; the 3-year peer gap of -12.1pp does not meet the 20pp trigger threshold; independence classification as non-independent is consistent with his disclosed JPM Stockholders affiliation and he serves on no independent committees.
Independent director since June 2020; the 3-year peer gap of -12.1pp does not meet the 20pp trigger; no overboarding (0 other public boards) and attendance is adequate.
The primary TSR trigger check uses the company-disclosed compensation peer group (13 peers), which shows RBBN's 3-year return of -4.7% trailing the peer median of +7.4% by only 12.1 percentage points — well below the 20pp threshold required to trigger an against vote when absolute 3-year TSR is negative. No director exhibits overboarding, attendance failures, independence violations on restricted committees, or familial relationships with senior management. Louis Silver, appointed April 2026, is fully exempt from the TSR trigger under the 24-month new-director rule. All nine nominees receive a FOR vote determination.
CEO
Bruce McClelland
Total Comp
$17,457,675
Prior Support
98.7%%
The CEO received total reported compensation of $17,457,675 in 2025, which is very high relative to the benchmark for a CEO at a technology company with a market cap of approximately $496 million — this level of pay is more consistent with companies several times Ribbon's size, and triggers the individual CEO threshold concern under our policy. While the annual cash bonus was appropriately reduced to about 30% of target given the company's weak second-half financial results, the equity grants awarded during the year were large enough to drive total compensation to an outsized level relative to the company's market cap and recent shareholder experience. Shareholders have lost approximately 65% of their investment over five years while executives received above-benchmark total pay packages, creating a meaningful disconnect between what executives earned and what shareholders experienced.
Auditor
Deloitte & Touche LLP
Tenure
21 yrs
Audit Fees
$2,685,997
Non-Audit Fees
$132,125
Non-audit fees (tax fees of $128,022 plus other fees of $4,103 = $132,125) represent approximately 4.9% of audit fees of $2,685,997, well below the 50% independence threshold. Deloitte has served since 2005 (approximately 21 years), which exceeds the 25-year tenure trigger for concern; the proxy discloses regular lead partner rotation as required by Sarbanes-Oxley, which partially mitigates the tenure concern, and 21 years does not yet reach the 25-year threshold. Deloitte is a Big 4 firm and appropriate for a company of Ribbon's size and complexity.
Ribbon Communications' 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and Say on Pay. All nine director nominees receive a FOR vote because the company's 3-year TSR underperformance versus its disclosed peer group (12.1 percentage points) falls short of the 20-point trigger threshold, and no other governance disqualifiers apply; the auditor ratification also passes cleanly given a very low non-audit fee ratio and no material restatements. However, Say on Pay receives an AGAINST vote because the CEO's total compensation of over $17 million is disproportionately high for a $496 million market-cap company, and shareholders have suffered a 65% cumulative loss over five years while executive pay remained elevated — a significant pay-for-performance disconnect.
13 companies disclosed in 2026 proxy filing
