Ribbon Communications Inc.
For the period ended Jun 3, 2026. Filed Apr 17, 2026.
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Jun 3, 2026 · Filed Apr 17, 2026
Contents
Competitive Benchmarking
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| | Summary Information | | | Corporate Governance and Board Matters | | | Audit Matters | | | Executive Officers | | | Executive Compensation | | | Stock Information | | | Additional Information | | | Appendix | |
Since December 2017, FW Cook has served as the independent compensation consultant of the Compensation Committee and has advised the Compensation Committee regarding its compensation decisions. The Compensation Committee annually assesses FW Cook’s independence relative to standards prescribed by the SEC and determined that no conflicts existed.
ROLES OF THE CHIEF EXECUTIVE OFFICER AND THE SENIOR VICE PRESIDENT OF HUMAN RESOURCES
The CEO, in consultation with the Senior Vice President of Human Resources, develops compensation recommendations for the Compensation Committee to consider for the Company’s other executive officers. The CEO considers various factors when making individual compensation recommendations, including the relative importance of the executive’s position within the organization, the individual tenure and experience of the executive, peer benchmark data and the competitive landscape for similar positions and the executive’s individual performance and contributions to the Company’s results.
The Compensation Committee considers, but is not bound by, compensation recommendations made by the CEO. The Compensation Committee determines the CEO’s compensation in its sole discretion.
Competitive Benchmarking
As part of the ongoing assessment of our executive compensation program, the Compensation Committee, with the assistance of its compensation consultant, reviews market compensation data, including the compensation practices of similarly situated peer companies. Accordingly, the Compensation Committee annually reviews and updates, as needed, the peer group to ensure its continued appropriateness in serving as a market frame of reference.
| | | The peer group generally consists of publicly-traded information technology companies that are in the communications equipment and related sub-industries with market capitalization and revenue in a similar range to that of the Company. | | |
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In evaluating and selecting companies for inclusion in the peer group, the Compensation Committee targets businesses generally in the telecommunications and/or networking industries with an additional focus on executive talent and business-line competitors, global scope and complexity, research and development expenses, and market capitalization and revenue multiples.
In September 2025, the Committee determined, in consultation with FW Cook, that no changes to the peer group were needed given that the Company’s business and competition were similar to the prior year. The current peer group is outlined below.
CURRENT RIBBON EXECUTIVE COMPENSATION
PEER GROUP COMPANIES
| | A10 Networks Inc. (ATEN) ADTRAN Holdings, Inc. (ADTN) AudioCodes Ltd. (AUDC) Aviat Networks, Inc. (AVNW) CalAmp Corp. (CAMPQ) | | | | Calix, Inc. (CALX) Cambium Networks Corporation (CMBM) CSG Systems International, Inc. (CSGS) Extreme Networks, Inc. (EXTR) Harmonic Inc. (HLIT) | | | | NETGEAR, Inc. (NTGR) NetScout Systems, Inc. (NTCT) Viavi Solutions Inc. (VIAV) | |
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FW Cook compiled and provided the Compensation Committee with compensation information from the peer group based on the publicly-filed documents of each member of the peer group. While the Compensation Committee considers the compensation of our peer group companies’ senior executives, it does not benchmark a particular percentile for the total compensation of our NEOs or for any component thereof.
42 | Ribbon Communications Inc. 2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.