Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 7, 2022, the Board of Directors (the "Board") of Ribbon
Communications Inc. (the "Company") elected to increase the size of the Board to
nine members and appointed Scott Mair to serve as a member of the Board until
the 2023 meeting of the Company's stockholders. Mr. Mair was also appointed to
the Audit Committee of the Board, replacing Bruns Grayson who resigned from the
Audit Committee (but remains on the Board and the Compensation and Nominating
and Corporate Governance Committees of the Board) and the Technology and
Innovation Committee of the Board.
Mr. Mair (age 61), retired in 2022 from AT&T where he spent over 37 years in
various roles, including most recently serving as President, Networks and
Engineering. In his career at AT&T, Mr. Mair led a team of over 32,000 employees
and 40,000 contractors and was ultimately responsible for a capital budget of
more than $10 billion. Mr. Mair was responsible for many of the aspects
associated with growing, designing and building solutions throughout AT&T's
entire global wireless and wireline networks, including launching the first
standards-based mobile 5G network and building and operating the U.S. Public
Safety's first dedicated, nationwide communications platform for America's
police, firefighters, EMS and first responders. Mr. Mair holds a Bachelor's
Degree in Communications and a Master's Degree in Industrial Technology from the
University of Wisconsin - Platteville.
The Board believes Mr. Mair is qualified to serve on the Board based on his
significant experience in telecommunications networking, global operations,
cybersecurity threats and defense, as well as his strong financial acumen.
Mr. Mair was appointed to the Board by the JPM Stockholders (defined below)
pursuant to the Company's First Amended and Restated Stockholders Agreement
dated March 3, 2020 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. There are no family
relationships between Mr. Mair and any other director or executive officer of
the Company and there have been no transactions between Mr. Mair and the Company
in the last fiscal year, and none are currently proposed, that would require
disclosure under Item 404(a) of Regulation S-K.
In connection with his election as a director, Mr. Mair is entitled to receive
an annual retainer of $60,000 consistent with the Company's Non-employee
Director Compensation Plan (the "Director Compensation Plan") and will receive
additional annual retainers of $15,000 and $5,000 for his service on the Audit
Committee and Technology and Innovation Committee, respectively. The retainers
are payable quarterly and pro-rated for the partial year of service. In
addition, Mr. Mair is entitled to receive restricted share units (consistent
with the Director Compensation Plan), which, subject to his continued service,
will vest on the earlier of (i) the first anniversary of the grant date of the
award and (ii) the next annual shareholders meeting of the Company which is at
least 50 weeks after the immediately preceding year's annual stockholders
meeting. The number of shares eligible to be received upon the vesting of the
restricted share units will have a value (based on the closing price of the
Company's common stock on the date of grant) equal to $120,000 pro-rated for the
portion of the year that has elapsed since the Company's 2022 Annual Meeting of
Stockholders. In accordance with the Company's customary practice, the Company
also expects to enter into its standard form of indemnification agreement with
Mr. Mair, which agreement is filed as Exhibit 10.5 to the Company's Annual
Report on Form 10-K filed with the SEC on March 8, 2018.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of Ribbon Communications Inc., dated September 8,
2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses