Ribbon Communications Announces Inducement Equity Grants to Steve McCaffery and Don Toft Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Ribbon Communications (Nasdaq: RBBN) announced inducement equity grants for new hires Steve McCaffery (Executive VP, Global Sales) and Don Toft (SVP, Americas Service Providers Sales).

Each received time‑based RSUs and performance‑based PSUs. McCaffery: 108,007 RSUs vesting Oct 31, 2026 plus 324,020 vesting in six equal instalments through Oct 31, 2029, and a grant of 108,006 PSUs. Toft: 93,677 RSUs vesting Oct 31, 2026 plus 71,932 vesting in four equal instalments through Oct 31, 2028, and a grant of 108,006 PSUs.

PSU vesting (both) is weighted 60% on annual financial goals for 2025–2027 and 40% on relative total shareholder return vs. Nasdaq Telecom Index for Oct 31, 2025–Dec 31, 2028, and can vest up to 200% of target. All awards are subject to continued employment and were approved under Nasdaq Listing Rule 5635(c)(4).

PLANO, Texas, Oct. 31, 2025 /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 the appointment of Steve McCaffery as Executive Vice President, Global Sales and Don Toft as Senior Vice President, Americas Service Providers Sales, the Board of Directors has awarded each of Messrs. McCaffery and Toft, as inducement awards, sign-on equity grants consisting of time-based vesting restricted share units ("RSUs") and performance-based vesting restricted share units ("PSUs").  

In connection with the RSU inducement grant to Mr. McCaffery, 108,007 RSUs are eligible to vest on October 31, 2026, with an additional 324,020 vesting in six equal instalments through October 31, 2029.  In addition 36,074 RSUs are eligible to vest on October 31, 2026 with an additional 71,932 vesting in four equal instalments through October 31, 2028.  The grant of 108,006  PSUs to Mr. McCaffery 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 31, 2025 through December 31, 2028 compared to the relative shareholder return for the companies included in the Nasdaq Telecom Index over the same period (40% weighting).  The vesting criteria and weighting of the PSUs are structured similar to the Company's annual PSU grants and can vest up to 200% of the target amount awarded.  The vesting of both the RSUs and the PSUs are subject to Mr. McCaffery's continued employment. 

In connection with the RSU inducement grant to Mr. Toft, 93,677 RSUs are eligible to vest on October 31, 2026, with an additional 71,932 vesting in four equal instalments through October 31, 2028.   The grant of 108,006 PSUs to Mr. Toft 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 31, 2025 through December 31, 2028 compared to the relative shareholder return for the companies included in the Nasdaq Telecom Index over the same period (40% weighting).  The vesting criteria and weighting of the PSUs are structured similar to the Company's annual PSU grants and can vest up to 200% of the target amount awarded.  The vesting of both the RSUs and the PSUs are subject to Mr. Toft's continued employment.

The RSU and PSU awards to Messrs. McCaffery and Toft 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.

CONTACT:

Catherine Berthier 
+1 (646) 741-1974 
CBerthier@rbbn.com

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

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SOURCE Ribbon Communications Inc.

FAQ

What equity awards did Ribbon Communications grant to Steve McCaffery (RBBN) on Oct 31, 2025?

McCaffery received time‑based RSUs (108,007 vesting Oct 31, 2026 plus 324,020 vesting through Oct 31, 2029) and 108,006 PSUs with performance vesting.

What equity awards did Ribbon Communications grant to Don Toft (RBBN) on Oct 31, 2025?

Toft received time‑based RSUs (93,677 vesting Oct 31, 2026 plus 71,932 vesting through Oct 31, 2028) and 108,006 PSUs with performance vesting.

How are the PSUs for RBBN grants to McCaffery and Toft structured and weighted?

PSUs vest 60% on annual financial goals for 2025–2027 and 40% on relative TSR vs. the Nasdaq Telecom Index for Oct 31, 2025–Dec 31, 2028, with up to 200% payout.

When do the RSU awards to RBBN executives first become eligible to vest?

Certain RSUs for both executives are eligible to vest on Oct 31, 2026, with further instalment vesting through 2028–2029 depending on the grant.

Are the Ribbon (RBBN) inducement awards subject to continued employment?

Yes, vesting of both the RSUs and PSUs for McCaffery and Toft is subject to each executive's continued employment.

Under what rule were the RBBN equity inducement grants approved?

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