Form 4: Ribbon Communications Executive Exercises Performance-Based Stock Units

Eric S. Marmurek, SVP, CAO & Deputy CFO of Ribbon Communications, reports the vesting and conversion of performance-based restricted stock units (PSUs) into common stock on March 15, 2025.

Summary

• On March 15, 2025, Eric S. Marmurek, SVP, CAO & Deputy CFO of Ribbon Communications, exercised performance-based restricted stock units (PSUs) that converted into common stock.
• A portion of the PSUs vested based on the achievement of financial goals set by the Compensation Committee for the fiscal years ended December 31, 2024, with 32% and 70% of shares vesting for the 2023 and 2024 financial periods, respectively, and no shares vesting for the 2022 performance period.
• Another portion of the PSUs vested based on Ribbon Communications' total shareholder return (TSR) compared to a peer index, with 100% of these shares vesting on March 15, 2025.
• The reporting person disposed of shares to cover tax withholding obligations related to the vesting of the PSUs at a price of $3.95.
• Following these transactions, Marmurek directly owns 340,190 shares of Ribbon Communications common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The filing reflects routine executive compensation activity. The vesting of PSUs suggests some performance achievements, but the forfeiture of shares for one period indicates mixed results.

Positives

• The vesting of PSUs based on financial and TSR goals suggests that the company has met certain performance targets set by the Compensation Committee.

Negatives

• No shares were earned for the 2022 performance period and were forfeited, indicating that the company did not meet the pre-established financial goals for that period.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies. It provides transparency into the alignment of executive incentives with company performance and shareholder value.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies to incentivize executives and align their interests with those of shareholders.
• The specific metrics used for vesting, such as financial goals and TSR relative to a peer group, are typical components of executive compensation plans.
• Companies like Cisco, Juniper Networks, and Nokia also utilize similar performance-based equity compensation plans for their executives.

Stakeholder Impact

• The vesting of PSUs aligns executive compensation with company performance, potentially benefiting shareholders.
• The tax withholding obligations impact the executive's net compensation.

Key Dates