Beatriz V. Infante
About Beatriz V. Infante
Independent director of Ribbon Communications since October 2017; age 71. CEO of BusinessExcelleration LLC; prior CEO roles across enterprise software and communications. Education: M.S. (Caltech) and B.S./Engineering (Princeton). Determined independent under Nasdaq and company guidelines; nominated by the Nominating, Sustainability & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aspect Communications Corporation | Chief Executive Officer; President and executive roles | Apr 2000–Oct 2003; Oct 1998–Apr 2000 | Led a market leader in communications solutions |
| Sychron Inc. | Interim CEO (data center automation) | 2004–2005 | Transformation role |
| VoiceObjects Inc. | Chief Executive Officer (voice application servers) | 2006–2008 | Company later acquired by Voxeo |
| ENXSUITE Corporation | Chief Executive Officer (energy management software) | 2010–2011 | Company acquired by Infor |
| BusinessExcelleration LLC | Chief Executive Officer | 2009–present | Corporate transformation consultancy |
External Roles
| Organization | Role | Committees |
|---|---|---|
| PriceSmart, Inc. | Chair, Digital Transformation Committee; Audit Committee member | Audit; Digital Transformation leadership |
| Liquidity Services, Inc. | Lead Independent Director; Chair, Compensation Committee; Audit Committee member | Compensation (Chair); Audit |
| NACD | Board Leadership Fellow | Governance leadership credential |
Board Governance
- Committee assignments: Chair, Compensation Committee; member, Audit Committee (Audit Committee Financial Expert) and Technology & Innovation Committee .
- Independence: Affirmed independent by the Board under Nasdaq and Stockholders Agreement definitions .
- Attendance: Board held 7 meetings in 2024; each incumbent director attended at least 75% of combined Board and committee meetings; all current directors attended the 2024 annual meeting .
- Committee meeting cadence (2024): Audit 9; Compensation 6; Nominating/Sustainability/Corporate Governance 4; Technology & Innovation 3 .
- Compensation governance: FW Cook engaged as independent advisor; Compensation Committee oversees executive pay, succession input, human capital policies (DEI, pay equity), and incentive plan oversight .
- Stockholders Agreement influence: JPM and Swarth have director designation and committee chair rights (subject to independence requirements or waivers); current chairs are Grayson (Nominating) and Infante (Comp), indicating waivers or differing conditions .
Fixed Compensation
| Component (Non-Employee Director Policy – 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard director retainer |
| Committee membership fees | Audit $15,000; Compensation $10,000; Tech & Innovation $5,000 | Infante serves on all three |
| Committee chair fee (Compensation) | $17,000 | Chair fee in addition to membership |
| Lead Independent Director / Chairman fees | n/a | Not applicable to Infante |
| Total cash fees (Infante, 2024) | $107,000 | $60k + $15k + $10k + $5k + $17k = $107k |
Total director compensation (Infante):
- 2024: Cash $107,000; Stock awards $145,000; Total $252,000 .
- 2023: Cash $107,000; Stock awards $145,000; Total $252,000 .
Performance Compensation
Directors receive annual RSUs; no performance-based equity for non-employee directors. Annual grants vest after one year (or earlier at next annual meeting if director not re-elected); directors may elect to defer settlement .
| Grant | Grant Date | RSUs (#) | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Director RSU | Jun 17, 2024 | 48,365 | $145,000 | Cliff vest Jun 17, 2025 |
| Annual Director RSU | Jun 15, 2023 | 51,964 | $145,000 | Cliff vest Jun 15, 2024 |
Other Directorships & Interlocks
- Current public boards: PriceSmart, Liquidity Services (roles as above). No Ribbon-disclosed related-party transactions involving Infante; company policy requires Audit Committee approval of any related person transactions .
- Large shareholders on Ribbon’s board (JPM, Swarth) hold designation and chair rights; Infante is not disclosed as a designee of either, reducing interlock risk with controlling holders .
Expertise & Qualifications
- Technology and operations leadership across communications/software; audit and compensation governance experience at multiple public companies .
- Audit Committee Financial Expert designation at Ribbon (committee member); STEM and engineering background adds technical oversight strength for Technology & Innovation Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs (12/31/2024) | Notes |
|---|---|---|---|---|
| Beatriz V. Infante | 303,549 | <1% | 48,365 | As of Apr 4, 2025; % based on 175,933,338 shares |
Alignment policies:
- Director stock ownership guidelines: ≥5x annual cash retainer; company reports all non-employee directors either satisfied or on track as of last measurement .
- Hedging/pledging prohibited by insider trading policy; trades by directors require CLO pre-approval .
- Clawback policy applies to incentive-based compensation in compliance with SEC/Nasdaq rules .
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay results: For 142,889,653; Against 1,902,719; Abstain 784,042; Broker non-votes 15,075,467; proposal approved .
- 2025 Proxy notes 98.7% “for” at the 2024 meeting, indicating broad investor support for pay program overseen by the Compensation Committee chaired by Infante .
Governance Assessment
- Strengths: Independent director; chairs Comp Committee; multi-board governance experience; strong attendance; robust policies (ownership, clawback, anti-hedging). Directors receive primarily equity RSUs with simple one-year vesting, supporting alignment and reducing complexity risk .
- Potential risks/RED FLAGS:
- Large shareholder influence: Stockholders Agreement grants designation and chair rights to JPM and Swarth, which can shape committee leadership and board composition; current committee chairs (including Infante) suggest waivers or flexibility, but influence risk persists .
- Dilution governance context: 2025 proposals to increase authorized shares and adopt new Incentive Award Plan expand equity capacity; while standard, they increase potential dilution and emphasize the Compensation Committee’s role in prudent share usage .
Overall, Infante’s profile and roles signal governance competence and investor-aligned oversight; no Ribbon-disclosed related-party transactions or policy exceptions are noted for her, and shareholder support for compensation has been strong under her committee leadership .