Ribbon Communications Announces Inducement Equity Grants to John Townsend Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Ribbon Communications Inc. (Nasdaq: RBBN) has announced inducement equity grants for John Townsend, its newly appointed Chief Financial Officer. The grants, approved by the Board of Directors, include:

1. Time-based RSUs: 128,205 units vesting on October 15, 2025, and 102,564 units vesting in four equal installments through October 15, 2027.

2. Financial Performance PSUs: 230,769 units vesting based on annual financial goals (60% weighting) and relative total shareholder return (40% weighting) from 2025 to 2027.

3. Stock Price PSUs: 314,583 units vesting based on specified stock prices and time passage.

All grants are subject to Mr. Townsend's continued employment. The PSUs can vest up to 200% of the target amount. Upon vesting, all units will be settled in Ribbon's common stock. These awards were approved in accordance with Nasdaq Listing Rule 5635(c)(4).

Positive

• Appointment of a new Chief Financial Officer
• Implementation of performance-based equity incentives for executive
• Alignment of executive compensation with company financial goals and shareholder returns

Negative

• Potential dilution of existing shareholders due to new equity grants

Insights

Financial Analyst

The announcement of John Townsend's appointment as CFO and his associated equity grants is a significant development for Ribbon Communications. The structure of the compensation package provides insights into the company's priorities and expectations:

• The time-based RSUs (230,769 units) offer a retention incentive, vesting over three years.
• The Financial Performance PSUs (230,769 units) align with both short-term financial goals and long-term shareholder value creation, with a potential 200% payout.
• The additional PSUs (314,583 units) tied to stock price performance create a strong incentive for driving share value.

This compensation structure suggests Ribbon is focused on financial performance, shareholder returns and retaining top talent. The substantial equity grants indicate high expectations for Townsend's impact on the company's future. However, the dilutive effect of these grants (totaling 776,121 potential shares) is notable, representing about 2.7% of the company's $569 million market cap. Investors should monitor how effectively this investment in leadership translates to improved financial performance and shareholder value.

PLANO, Texas, Oct. 15, 2024 /PRNewswire/ -- Ribbon Communications Inc. (Nasdaq: RBBN), a global provider of real time communications technology and IP optical networking solutions to many of the world's largest service providers, enterprises, and critical infrastructure operators to modernize and protect their networks, today announced that, in connection with his appointment as Chief Financial Officer, the Board of Directors has awarded John Townsend, as inducement awards, sign-on equity grants consisting of one time-based vesting grant of restricted share units ("RSUs") and two performance-based vesting grants of restricted share units ("PSUs").  

Subject to Mr. Townsend's continued employment, 128,205 RSUs are eligible to vest on October 15, 2025, with an additional 102,564 vesting in four equal instalments through October 15, 2027. A grant of 230,769 PSUs (the "Financial Performance PSUs") will vest based on the achievement of both (i) annual financial goals established by the Compensation Committee of Ribbon's Board of Directors for the years ended December 31, 2025 through 2027 (60% weighting) and (ii) the relative total shareholder return on Ribbon's common stock for the period from October 15, 2025 through December 31, 2027 compared to the relative shareholder return for the companies included in the Nasdaq Telecom Index over the same period (40% weighting), in both cases subject to Mr. Townsend's continued employment. The vesting criteria and weighting of the Financial Performance PSUs are structured similar to the Company's annual PSU grants and can vest up to 200% of the target amount awarded. Additionally, a grant of 314,583 PSUs will vest based on both (i) the achievement of specified stock prices for Ribbon's common stock and (ii) the passage of time, subject to Mr. Townsend's continued service with the Company. Upon vesting, the RSUs and PSUs will be settled in shares of Ribbon's common stock. 

The RSU and PSU awards were approved in accordance with Nasdaq Listing Rule 5635(c)(4). 

About Ribbon 
Ribbon Communications (Nasdaq: RBBN) delivers communications software, IP and optical networking solutions to service providers, enterprises and critical infrastructure sectors globally. We engage deeply with our customers, helping them modernize their networks for improved competitive positioning and business outcomes in today's smart, always-on and data-hungry world. Our innovative, end-to-end solutions portfolio delivers unparalleled scale, performance, and agility, including core to edge software-centric solutions, cloud-native offers, leading-edge security and analytics tools, along with IP and optical networking solutions for 5G and broadband internet. We maintain a keen focus on our commitments to Environmental, Social and Governance (ESG) matters, offering an annual Sustainability Report to our stakeholders. To learn more about Ribbon visit rbbn.com.

Important Information Regarding Forward-Looking Statements 
The information in this release 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 release 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 the Company's current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties and other important factors, including, among others, the effects of geopolitical instabilities and wars, including in Israel and Ukraine (and the impact of sanctions and trade restrictions imposed as a result thereof); unpredictable fluctuations in quarterly revenue and operating results; increases in tariffs, trade restrictions or taxes on the Company's products; the impact of restructuring and cost-containment activities; operational disruptions at facilities located in Israel including as a result of military call-ups of the Company's employees in Israel, closure of the offices there or the temporary or long-term closure of contract manufacturing in the region; the potential impact of litigation; risks related to supply chain disruptions, including as a result of component availability; risks resulting from higher interests rates and continued inflationary pressures; risks related to cybersecurity and data intrusion; failure to compete successfully against telecommunications equipment and networking companies; failure to grow the Company's customer base or generate recurring business from existing customers; credit risks; the timing of customer purchasing decisions and the Company's recognition of revenues; macroeconomic conditions, including inflation; market acceptance of the Company's products and services; rapid technological and market change; the ability to protect Company intellectual property rights and obtain necessary licenses; the ability to maintain partner, reseller, distribution and vendor support and supply relationships; the potential for defects in the Company's products; and currency fluctuations.

These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect the Company's business and results from operations. Additional information regarding these and other factors can be found in the Company's reports filed with the Securities and Exchange Commission, including, without limitation, its Form 10-K for the year ended December 31, 2023. In providing forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.

Investor Contact
+1 (978) 614-8050
ir@rbbn.com       

Media Contact
Catherine Berthier
+1 (646) 741-1974
cberthier@rbbn.com 

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SOURCE Ribbon Communications Inc.

FAQ

What equity grants did Ribbon Communications (RBBN) award to John Townsend?

Ribbon Communications awarded John Townsend time-based RSUs, Financial Performance PSUs, and Stock Price PSUs as inducement equity grants upon his appointment as CFO.

How many RSUs were granted to John Townsend by Ribbon Communications (RBBN)?

Ribbon Communications granted John Townsend a total of 230,769 RSUs, with 128,205 vesting on October 15, 2025, and 102,564 vesting in four equal installments through October 15, 2027.

What are the vesting criteria for the Financial Performance PSUs granted by Ribbon Communications (RBBN)?

The Financial Performance PSUs vest based on annual financial goals (60% weighting) and relative total shareholder return (40% weighting) for the period from 2025 to 2027, subject to continued employment.

How many Stock Price PSUs did Ribbon Communications (RBBN) grant to John Townsend?

Ribbon Communications granted John Townsend 314,583 Stock Price PSUs, which vest based on achieving specified stock prices and the passage of time.