Bruce W. McClelland
About Bruce W. McClelland
Bruce W. McClelland (age 58) is President and CEO of Ribbon Communications and a director since March 2020; he holds a B.E. from the University of Saskatchewan and previously served as COO of CommScope and CEO of ARRIS, with earlier leadership roles at Nortel/BNR . Under his tenure, Ribbon reported 2024 revenue of $833.9M and achieved the highest revenue and Adjusted EBITDA in company history, with Adjusted EBITDA up ~30% YoY; management also refinanced the credit facility and ended 2024 with ~$90M cash . Ribbon targets ~5% revenue growth and >10% Adjusted EBITDA growth for 2025, and uses performance-based pay (revenue, Adjusted EBITDA, and relative TSR) to align incentives with outcomes . Ribbon’s cumulative TSR since 2019 implies a $100 investment would be $134.19 at YE 2024 (vs Nasdaq Telecom peer index $103.21) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ribbon Communications Inc. | President & CEO; Director | 2020–present | Returned company to growth in Cloud & Edge (+6% sales YoY), Adjusted EBITDA up 30%, executed multi‑year Verizon modernization contract; refinanced credit facility; 2024 highest revenue/Adjusted EBITDA in company history . |
| CommScope Inc. | Chief Operating Officer | Apr 2019–Aug 2019 | Responsible for combined portfolio of products and services following ARRIS acquisition . |
| ARRIS International plc | Chief Executive Officer | 2016–Apr 2019 | Led diversification via acquisition/integration of Ruckus Wireless and Brocade ICX switching; expanded beyond service provider into enterprise . |
| ARRIS International plc | President, Network & Cloud and Global Services (other leadership roles) | 2013–2016 | Drove portfolio and services leadership prior to CEO role . |
| Nortel Networks / Bell Northern Research | Leadership roles; earlier engineering | ~11 years | Led development (e.g., SS7 switching products) prior to ARRIS; authored communications-related patents . |
External Roles
| Category | Details |
|---|---|
| Other public company boards | 0 other public boards listed for McClelland in current proxy . |
Fixed Compensation
| Year | Base salary ($) | Target annual bonus (% salary) | Actual cash bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 750,000 | 100% | 525,000 (paid at ~70% of target after committee discretion) | Committee uplifted formula payout (~65%) to ~70% given EBITDA growth, contract wins, refinancing . |
| 2023 | 750,000 | — | — | Summary Compensation Table shows salary; no NQ bonus line item . |
| 2022 | 750,000 | — | — | Summary Compensation Table shows salary; no NQ bonus line item . |
Performance Compensation
2024 Annual Cash Incentive (SMCIP)
| Metric | Weight | Threshold (0%) | Target (100%) | Max (200%) | Actual 2024 | Metric payout | Vesting/Payment |
|---|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | 800.0 | 880.0 | 925.0 | 833.9 | 42.4% | Cash paid; committee increased overall payout to ~70% (CEO cash bonus $525k) . |
| Adjusted EBITDA pre‑bonus ($M) | 50% | 90.0 | 137.0 | 165.0 | 131.5 | 87.7% | Cash paid; committee discretion to ~70% overall payout . |
Notes:
- Committee rationale: 30% YoY Adjusted EBITDA growth, revenue growth despite Eastern Europe suspension, and successful credit facility refinancing .
2024 Equity Grants and Vesting Framework
| Award type | Target shares | Structure | Performance metrics and caps | Vesting timing |
|---|---|---|---|---|
| RSUs (2024 annual) | 237,341 | Time-based | N/A | One-year cliff (shortened due to share constraints) — vests May 16, 2025 . |
| PSUs (2024 annual) | 545,886 (target) | 60% financial; 40% relative TSR | Financial PSU cap 150% (two 1‑year performance periods, then service to 2026); TSR PSU cap 200% (3‑yr period vs Nasdaq Telecom Index) . | Financial portion: earned annually, all vest May 15, 2026; TSR portion vests at end of 3‑yr period (May 15, 2027/2028 depending award) . |
2024 achievements credited toward PSUs:
- Financial PSUs earned for 2024 performance credited at ~70% of target for McClelland = 114,636 shares (subject to service through 2026) .
- TSR PSU payout scale: 25th/50th/75th percentile => 50%/100%/200% of target; measured vs Nasdaq Telecom Index using 20‑day averages .
Multi‑Year CEO Compensation (realized not shown; values per SCT)
| Year | Salary ($) | Stock awards ($) | Non‑equity incentive ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 750,000 | 3,141,452 | 525,000 | 36,550 | 4,453,002 |
| 2023 | 750,000 | 1,915,427 | — | 32,697 | 2,698,394 |
| 2022 | 750,000 | 749,998 | — | 34,506 | 1,534,506 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,565,224 shares; <1% of outstanding . |
| Near‑term vesting supply | 271,761 RSUs scheduled to vest within 60 days of Apr 4, 2025 . |
| Unvested RSUs (as of 12/31/24) | 103,261 (multi‑tranche through 2026) and 237,341 (2024 annual; vest 5/16/25) . |
| Financial PSUs (earned/unearned) | 2023 Annual PSUs earned: 42,132; 2023 unearned: 41,305; 2024 Annual PSUs earned: 114,637; 2024 unearned: 163,766 (subject to future periods) . |
| TSR PSUs outstanding | 2023 TSR PSUs: 82,611; 2024 TSR PSUs: 218,354 (cliff vests after 3‑yr period) . |
| Stock ownership guideline | CEO must hold 6x base salary; directors/Section 16 officers have guidelines; status: satisfied or on track as of last measurement . |
| Hedging/pledging | Prohibited for executive officers and directors under insider trading policy . |
| Clawback | Policy updated in 2023 to comply with Dodd‑Frank and Nasdaq listing standards; incentive comp subject to recoupment on restatement . |
Employment Terms
| Topic | Terms |
|---|---|
| Severance (no CIC) | If terminated without Cause or resign for Good Reason: 1x base salary (12 mo), target annual bonus, pro‑rata bonus if termination >6 months into fiscal year, 12 months of company health premium share; time‑based equity scheduled to vest in next 12 months accelerates; performance‑based equity remains eligible per actual performance (pro‑rated where applicable) . |
| Change‑in‑Control (double‑trigger) | If terminated within 12 months post‑CIC: lump sum 2x (base + target bonus), pro‑rata bonus, 24 months health premium equivalent; all outstanding equity (other than specified sign‑on awards) accelerates at target for performance‑based . |
| Agreement term/renewals | CEO severance terms as above; (other NEOs have 3‑yr agreements auto‑renewing annually; included for context) . |
| Non‑compete / non‑solicit | Not disclosed in proxy; no terms specified. |
| Tax gross‑ups | Not disclosed; plan includes “Limitation on Benefits” to address 280G excise exposure for awards; no repricing without stockholder approval . |
Board Governance (dual role implications)
- Role: CEO and director (non‑independent); not a committee member .
- Board leadership: Separate Chairman (Shaul Shani), Lead Independent Director (Bruns Grayson); independent director executive sessions at least four per year .
- Independence: McClelland not independent (employee); board majority independent overall .
- Attendance: Board held 7 meetings in 2024; all incumbents met ≥75% attendance .
- Stockholder agreement: Board composition/committee chair rights influenced by JPM/Swarth designation rights; potential governance consideration for independence dynamics .
Compensation Structure Analysis
- Mix and metrics: Significant at‑risk pay; over 50% of long‑term awards performance‑based; metrics are revenue, Adjusted EBITDA, and relative TSR; no individual or non‑financial metrics in annual bonus for NEOs .
- Discretion usage: 2024 SMCIP and financial PSUs uplifted from ~65% to ~70% based on qualitative achievements (refinancing, EBITDA growth, contract momentum) .
- Equity plan guardrails: No repricing, no discounted options/SARs, minimum 1‑year vest (limited exceptions), no dividends on unvested awards .
Compensation Peer Group and Say‑on‑Pay
- Peer group for 2024: A10 Networks, ADTRAN, AudioCodes, Aviat, CalAmp, Calix, Cambium, CSG Systems, Extreme Networks, Harmonic, NETGEAR, NetScout, Viavi; committee does not benchmark to a fixed percentile .
- Say‑on‑Pay support: 98.7% approval at 2024 annual meeting .
Performance & Track Record Highlights
- 2024 operating highlights: Cloud & Edge sales +6% YoY; enterprise and U.S. federal segment sales +60%; Adjusted EBITDA +30% YoY; new multi‑year Verizon contract; IP Optical shipments to Eastern Europe suspended amid war/sanctions; credit facility refinanced; cash ~$90M YE 2024 .
- 2025 outlook: Target ~5% revenue growth; >10% Adjusted EBITDA growth .
- TSR context: $100 fixed investment in RBBN (since 2019 base) valued at $134.19 at YE 2024 vs Nasdaq Telecom Index $103.21 .
Risk Indicators & Red Flags
- Positive: Robust clawback; prohibition on hedging/pledging; majority independent board; separate Chair/CEO roles; double‑trigger CIC; strong say‑on‑pay support .
- Watch items: Discretionary upward adjustments to payouts (2024) ; concentrated stockholder agreement designations (JPM/Swarth) shaping board and committee leadership ; potential dilution from new 2025 incentive plan and authorized share increase proposals .
Investment Implications
- Alignment: CEO’s pay is heavily performance‑linked (revenue, EBITDA, relative TSR) with strict ownership/hedging policies; earned 2024 PSU credits at ~70% reinforce linkage to improved EBITDA and contract wins .
- Supply/overhang: Meaningful near‑term vesting (e.g., 237,341 RSUs in May 2025 and 271,761 within 60 days of 4/4/25) may create incremental selling pressure, though pledging is prohibited and ownership guidelines are in place .
- Retention/CIC: Competitive protection (2x base+bonus on CIC) and full equity acceleration at target could stabilize leadership during strategic events but also increases deal‑related costs .
- Governance: Separate Chair/CEO and strong committee practices mitigate dual‑role risk; however, shareholder agreement–driven board composition warrants continued monitoring for independence and committee leadership balance .