Louis Silver joins Ribbon Communications (Nasdaq: RBBN) board of directors
Rhea-AI Filing Summary
Ribbon Communications Inc. expanded its Board of Directors to nine members and appointed Louis Silver, age 72, as a director until the 2026 Annual Meeting of Stockholders. He was designated by Swarth Investments Ltd. under an existing stockholders agreement and is expected to join one or more board committees in May 2026.
Silver brings more than 25 years of board experience with technology-focused companies and currently serves on the board of Ceva, Inc., chairing its audit committee. Under Ribbon’s Non-employee Director Compensation Plan, he will receive a pro-rated annual cash retainer of $60,000 and restricted share units valued at $170,000, plus additional retainers for committee service.
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8-K Event Classification
Key Figures
Key Terms
Non-employee Director Compensation Plan financial
indemnification agreement regulatory
Annual Meeting of Stockholders regulatory
stockholders agreement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective April 15, 2026, 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 Louis Silver to serve as a member of the Board until the Company’s 2026 Annual Meeting of Stockholders. It is expected that Mr. Silver will be appointed to one or more of the standing committees of the Board when the Board next meets in May 2026.
Mr. Silver (age 72), currently serves as a corporate advisor and Managing Director for Alba Capital S.A. and Wicklow Corp., private holding and investment companies. From 2005 to 2015, Mr. Silver was a Principal at RP Capital UK Ltd., a multi-asset fund focused on liquid and illiquid investments in Eastern Europe, the Middle East and Africa. Mr. Silver has over 25 years’ experience serving on boards at multiple private and public companies focused primarily on technology investment. He currently serves on the Board of Directors of Ceva, Inc., a Nasdaq-listed company, where he is Chairman of the Audit Committee and a member of the Compensation Committee.
The Board believes Mr. Silver is qualified to serve on the Board based on his extensive background in strategic and investment advisory services, his legal and regulatory compliance experience, as well as his experience serving as a director of numerous private and public companies, including many in the technology space.
Mr. Silver was appointed to the Board by the Swarth 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. (as succeeded to by Swarth Investments Ltd., the “Swarth Stockholders”) There are no family relationships between Mr. Silver and any other director or executive officer of the Company and there have been no transactions between Mr. Silver 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. Silver is entitled to receive an annual retainer of $60,000 consistent with the Company’s Non-employee Director Compensation Plan (the “Director Compensation Plan”). The retainer is payable quarterly and pro-rated for the partial year of service. In addition, Mr. Silver 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 $170,000 pro-rated for the portion of the year that has elapsed since the Company’s 2025 Annual Meeting of Stockholders. In addition, Mr. Silver will receive additional annual retainers for his expected service on one or more standing committees of the Board when appointed. In accordance with the Company’s customary practice, the Company also expects to enter into its standard form of indemnification agreement with Mr. Silver, 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 April 15, 2026. | |
| 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: April 15, 2026 | Ribbon Communications Inc. | ||
| By: | /s/ Patrick Macken | ||
| Name: | Patrick W. Macken | ||
| Title: | Executive Vice President, Chief Legal Officer and Secretary | ||
Exhibit 99.1
Ribbon Appoints Louis Silver to its Board of Directors
FOR IMMEDIATE RELEASE: April 15, 2026
Plano, TX – Ribbon Communications Inc. (Nasdaq: RBBN), a global leader in real-time communications technology and IP optical networking solutions, today announced the appointment of Louis Silver to its Board of Directors.
“We are pleased to have Lou join the Board” said Shaul Shani, Chairman of the Board at Ribbon. “Lou has a long history of working with technology companies and brings significant international experience in finance, corporate governance, and regulatory compliance matters. We believe he will be a great addition for us” continued Mr. Shani.
Mr. Silver currently serves as a corporate advisor and Managing Director for Alba Capital S.A. and Wicklow Corp., private holding and investment companies. From 2005 to 2015, Mr. Silver was a Principal at RP Capital UK Ltd., a multi-asset fund focused on liquid and illiquid investments in Eastern Europe, the Middle East and Africa. Mr. Silver has over 25 years’ experience serving on boards at multiple private and public companies focused primarily on technology investment. He currently serves on the Board of Directors of Ceva, Inc., a Nasdaq-listed company, where he is Chairman of the Audit Committee and a member of the Compensation Committee.
Mr. Silver’s appointment brings the size of Ribbon’s Board to nine members, six of whom are independent. Mr. Silver was appointed as a designee of Swarth Investments Ltd. pursuant to the Company’s First Amended and Restated Stockholders Agreement.
About Ribbon
Ribbon Communications (Nasdaq: RBBN) delivers secure cloud communications and 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 end-to-end portfolio of communications software and IP Optical networking solutions delivers superior value and innovation by leveraging cloud-native architectures, automation and analytics tools, and leading-edge security. 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, please visit rbbn.com
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Important Information Regarding Forward-Looking Statements
The information in this release contains forward-looking statements regarding future events that involve risks and uncertainties. All statements other than statements of historical facts contained in this release, including those regarding the expected benefits from use of Ribbon Communication’s products, are forward-looking statements. The actual results of Ribbon Communications may differ materially from those contemplated by the forward-looking statements. For further information regarding risks and uncertainties associated with Ribbon Communications' business, please refer to the "Risk Factors" section of Ribbon Communications' most recent annual or quarterly report filed with the SEC. Any forward-looking statements represent Ribbon Communications' views only as of the date on which such statement is made and should not be relied upon as representing Ribbon Communications' views as of any subsequent date. While Ribbon Communications may elect to update forward-looking statements at some point, Ribbon Communications specifically disclaims any obligation to do so.
Investor Contact
+1 (978) 614-8050
ir@rbbn.com
Media Contact
Catherine Berthier
+1 (646) 741-1974
cberthier@rbbn.com
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