Bruns H. Grayson
About Bruns H. Grayson
Bruns H. Grayson (age 77) is Lead Independent Director of Ribbon Communications and has served on the Board since October 2017; he currently chairs the Nominating, Sustainability & Corporate Governance Committee and is a member of the Compensation Committee . He was elected a Rhodes Scholar; he holds a B.A. from Harvard College, a J.D. from the University of Virginia School of Law, and a master’s degree from Oxford University . The Board has affirmatively determined he is independent under Nasdaq listing rules and the Stockholders Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABS Ventures | Managing Partner | 1983–present | Venture investment leadership in data communications/software |
| Adler & Co. | Venture Capitalist | 1980–1983 | Early-stage investing |
| McKinsey & Co. | Associate | 1978–1980 | Strategy consulting |
| U.S. Army | Captain | 1970 | Leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company boards | None | — | Other Public Company Boards: 0 |
| Various private/public company boards | Director | Over last 30 years (not individually listed) | Not specified |
Board Governance
- Roles and committees:
- Lead Independent Director
- Chair: Nominating, Sustainability & Corporate Governance Committee
- Member: Compensation Committee
- Independence status: Independent (Nasdaq and Stockholders Agreement standards)
- Attendance and engagement:
- Board met 7 times in 2024; each incumbent director attended ≥75% of combined Board/committee meetings
- 2024 committee meetings: Audit 9; Compensation 6; Nominating, Sustainability & Corporate Governance 4; Technology & Innovation 3
- Designation source: Nominated by the Nominating, Sustainability & Corporate Governance Committee (not by JPM or Swarth)
- Executive sessions: Independent directors meet in executive session at regularly scheduled meetings; at least four per year expected
Fixed Compensation (Director Pay – 2024)
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard director retainer |
| Lead Independent Director fee | $50,000 | Applies to Grayson |
| Compensation Committee membership fee | $10,000 | Member (not Chair) |
| Nominating, Sustainability & Corporate Governance membership fee | $5,000 | Member |
| Nominating, Sustainability & Corporate Governance Chair fee | $10,000 | Chair |
| Total cash fees earned | $135,000 | Sum of items above |
| Election to receive cash fees in shares | 100% of 2024 cash fees taken in Company stock | Alignment choice |
| Annual equity retainer (RSUs) | $145,000 grant-date fair value | Granted 48,365 RSUs on 6/17/2024; vest 6/17/2025 |
| Total 2024 director compensation | $280,000 | $135,000 cash (paid in shares per election) + $145,000 RSUs |
Performance Compensation (Director Equity Design)
| Metric/Instrument | Structure | Vesting/Measurement | 2024 Grant Detail |
|---|---|---|---|
| RSUs (non-employee directors) | Time-based | One-year cliff vest; annual grant | 48,365 RSUs, granted 6/17/2024, vest 6/17/2025; $145,000 fair value |
| Performance metrics tied to director pay | None disclosed | Director RSUs are time-based; no performance conditions | N/A |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | 0 |
| Designation/stockholder influence | Grayson is a Committee-designated nominee (not JPM/Swarth) |
| Stockholders Agreement terms affecting committee chairs | Agreement contemplates JPM/Swarth designees chair certain committees unless waived; current Nominating Chair is Grayson and Compensation Chair is Infante (both Committee designees), implying waivers or flexibility in practice |
Expertise & Qualifications
- Investment and industry expertise: Managing Partner at ABS Ventures; knowledge of data communications and software; extensive board experience .
- Education: Rhodes Scholar; Harvard B.A.; UVA Law J.D.; Oxford master’s degree .
Equity Ownership
| Ownership Element | Amount/Status |
|---|---|
| Total beneficial ownership | 681,439 shares; less than 1% of outstanding (*) |
| Unvested director RSUs at 12/31/2024 | 48,365 |
| Stock ownership guidelines for directors | 5x annual cash retainer |
| Compliance status | Company reports all non-employee directors have satisfied or are on track within the compliance period |
| Hedging/pledging policy | Prohibited for directors and executive officers; all trades pre-approved by CLO |
Governance Assessment
- Positives
- Independence and leadership: Independent director serving as Lead Independent Director and chairing the Nominating, Sustainability & Corporate Governance Committee—strong governance oversight positioning .
- Attendance and engagement: Meets the Board’s minimum attendance standard; Board/committee cadence suggests active involvement (Board 7; committees up to 9 meetings in 2024) .
- Ownership alignment: Meaningful beneficial ownership (681,439 shares) and election to receive 100% of cash fees in Company stock; RSU grants provide ongoing alignment .
- Governance practices: Robust director ownership guidelines; clawback policy for incentive compensation; anti-hedging/pledging policy; regular executive sessions .
- Shareholder support context: Say-on-pay approval was 98.7% in 2024, indicating broad investor confidence in compensation governance .
- Potential risks/considerations
- Stockholders Agreement influence: JPM/Swarth designation and chairmanship provisions can shape committee leadership and composition; current chair roles indicate flexibility/waivers, but ongoing rights may affect governance dynamics and perceived independence of certain committees over time .
- Interlocks: No current other public company boards (reduces interlocks), but long history of service on various boards not individually listed limits transparency into potential information-flow interlocks; monitor for any related-party transactions (none disclosed for Grayson) .
- Director equity: Director RSUs are time-based (no performance conditions), a common practice but provides limited performance linkage relative to executive PSU designs; alignment mitigated by Grayson’s voluntary election to take cash in equity .
Notes:
- Committee composition and responsibilities: Compensation (Chair: Infante; members: Grayson, Tamone) ; Nominating, Sustainability & Corporate Governance (Chair: Grayson; members: Ewing, Tamone) ; Audit (Chair: Ewing; members: Infante, Mair) ; Technology & Innovation (Chair: Mair; member: Infante) .
- Board independence determinations: Independent—Ewing, Grayson, Infante, Mair, Tamone; non-independent—McClelland, Shani, Smith .
- Meeting attendance expectation: All directors expected to attend annual meeting; nominees expected to attend 2025 Annual Meeting .