Ribbon Communications Inc. · NASDAQ:RBBN
Ribbon Communications — Sonus Networks — Proxy Contest (April 2017)
14 slides from Ribbon Communications's proxy contest presentation, Apr 17, 2017
Slide 1: Cautionary Note Regarding Forward-Looking Statements
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This presentation 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 f
Slide 2: Financial Results Driven by Cost Management
Financial Results Driven by Cost Management 1 Refer to Appendix A for an explanation and reconciliation of non-GAAP financial measures. The Company experienced modest revenue growth in 2016, but significantly improved profitability through margin expansion and cost cutting Improved profitability wil
Slide 3: Compensation Practices – Program Design
Compensation Practices – Program Design Senior Management Cash Incentive Plan (“SMCIP”) emphasizes profitability and revenue, which are critical to long-term success Annual Incentives Our incentive programs are designed to support our long-term business strategy Relative total shareholder return met
Slide 4: Compensation Practices – 2016 Achievement
Compensation Practices – 2016 Achievement Variable compensation payouts tied to 2016 performance were below target, demonstrating alignment of Company performance and compensation * The percentages represent the number of shares of Sonus common stock that vested for the 2016 performance period in co
Slide 5: Pay and Performance: CEO Pay Opportunity vs. Current Realizable Value
Pay and Performance: CEO Pay Opportunity vs. Current Realizable Value From 12/31/12 to 12/31/16 From 12/31/13 to 12/31/16 From 12/31/14 to 12/31/16 From 12/31/15 to 12/31/16 TSR -26% -60% -68% -12% Realizable Value as a % of CEO Pay Opp. -55% -53% -51% -13% Methodology and Assumptions: - “CEO Pay Op
Slide 6: Compensation Practices – Other Factors to Consider
Compensation Practices Other Factors to Consider CEO’s Behavior Closely Aligned with Interests of Shareholders CEO purchased over $6M of stock in the open market Streamlined Executive Team Has Resulted in Decreased Aggregate Compensation Expense $3,755 $3,080 $2,748 $- $1,000 $2,000 $3,000 $4,000 20
Slide 7: Responsiveness to Shareholder Feedback
Responsiveness to Shareholder Feedback Established fixed financial metrics for our cash bonus plans, based on revenue and profitability Added performance awards to our equity incentive compensation mix Instituted share ownership guidelines for our executives and board members Adopted a formal clawba
Slide 8: Responsiveness to Shareholder Feedback
Responsiveness to Shareholder Feedback We did not exercise discretion to enhance bonus achievement –discretion exercised only to reduce cash bonus payouts We did not exercise discretion in determining achievement of performance-based equity awards What We Stopped Doing in Response to Shareholder Fee
Slide 9: Important Additional Information Will Be Filed with the SEC
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC Sonus Networks, Inc. (“Sonus”) intends to file a definitive proxy statement (the “2017 Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its 2017 annual meeting of stockholders (the “2017 Annu
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Appendix A – Discussion of Non-GAAP Financial Measures
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Appendix A – Discussion of Non-GAAP Financial Measures (continued)
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Appendix A – Discussion of Non-GAAP Financial Measures (continued)
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Appendix A – Discussion of Non-GAAP Financial Measures (continued)
Slide 14: Non-GAAP EPS Reconciliation
Appendix A — Discussion of Non-GAAP Financial Measures (continued) FYIS FYI6 GAAP loss per share s (064) § (0.28) Stock-based compensation expense 0.45 0.40 Amortization of intangible assets 0.14 0.15 Patent litigation settlement expense 5 0.01 Depreciation expense for abandoned facility 0.01 - Acqu