John Townsend
About John Townsend
Executive Vice President and Chief Financial Officer of Ribbon Communications since November 1, 2024; age 62. Background includes Group CFO at Digicel (2022–2023), multiple Group CFO roles across Verizon (Wireline, Wireless, Consumer, Business; 2013–2022), and early career as an auditor at KPMG; education: Bachelor’s in Economics and Business Finance (University of Manchester), Chartered Accountant . Company performance context for 2024: revenue $833.9M and Adjusted EBITDA pre-bonus $131.5M, with the Compensation Committee noting ~30% YoY Adjusted EBITDA growth and modest revenue growth despite an Eastern Europe sales suspension; relative TSR disclosure shows $100 invested in Ribbon grew to $134.19 vs $103.21 for the Nasdaq Telecommunications Index from 2019 base to 2024, and relative TSR is a core metric in Townsend’s long-term incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ribbon Communications | EVP & CFO | 2024–present | Finance leadership for transformation and growth; long-term incentives tied to multi-year financial and TSR outcomes |
| Digicel Group | Group CFO | 2022–2023 | Led finance at a leading Caribbean telecom carrier |
| Verizon, Inc. | Group CFO roles (Wireline, Wireless, Consumer, Business) | 2013–2022 | Oversaw finance across major segments; broad operational finance scope |
| KPMG | Auditor | Early career | Foundational accounting/audit experience |
External Roles
No current public company directorships or external board roles disclosed for Townsend in the proxy .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual Base Salary ($) | $500,000 |
| Target Bonus (% of Base) | 75% |
| Target Bonus ($) | $375,000 |
| Actual Bonus Paid ($) | $81,164 (pro-rated for 11/1/2024–12/31/2024 per employment terms) |
| All Other Compensation ($) | $4,066 (benefits, insurance, 401(k) match) |
Performance Compensation
Annual Cash Incentive (SMCIP) – 2024
| Performance Metric | Weight | Minimum ($) | Target ($) | Maximum ($) | Actual 2024 Result ($) | Payout Result (%) | Committee Discretion |
|---|---|---|---|---|---|---|---|
| Revenue | 50% | 800.0 | 880.0 | 925.0 | 833.9 | 42.4% | Increased to ~70% payout based on achievements |
| Adjusted EBITDA (pre-bonus) | 50% | 90.0 | 137.0 | 165.0 | 131.5 | 87.7% | Increased to ~70% payout overall |
Annual Equity Awards – 2024 Grants
| Award Type | Target Quantity (#) | Key Performance Design |
|---|---|---|
| PSUs (financial + TSR) | 230,769 | 60% financial (Revenue/Adjusted EBITDA set annually); 40% relative TSR vs Nasdaq Telecommunications Index; multi-year schedules |
| RSUs (time-based) | 230,769 | Three-year vest: 1/3 at first anniversary; then 1/6 each subsequent six months |
- PSU financial goals for 2024 mirrored SMCIP and earned ~70% of target following Compensation Committee discretion .
Relative TSR Payout Schedule (applies to 40% TSR tranche of Annual PSUs)
| Relative TSR Achievement | Payout |
|---|---|
| 75th percentile | 200% |
| 50th percentile | 100% |
| 25th percentile | 50% |
Townsend Sign-On PSUs (Inducement Grant; VWAP-Triggered)
| Performance Tranche | Continued Service Date | Target VWAP ($) | PSUs Eligible (#) |
|---|---|---|---|
| First | Oct 15, 2025 | 4.00 | 93,750 |
| Second | Oct 15, 2026 | 4.50 | 83,333 |
| Third | Oct 15, 2027 | 5.00 | 75,000 |
| Fourth | Oct 15, 2028 | 6.00 | 62,500 |
| Maximum Aggregate | — | — | 314,583 |
- Vesting requires both Target VWAP achievement (60-day VWAP) and service; if VWAP not achieved before service date, tranche forfeits; Change-in-control may satisfy VWAP if deal FMV meets/exceeds tranche VWAP; as of April 14, 2025, the first tranche VWAP not met .
RSU Vesting Schedule (Townsend 2024 RSU grant)
| Date | Shares Vesting (#) |
|---|---|
| Oct 15, 2025 | 128,205 |
| Apr 15, 2026 | 25,641 |
| Oct 15, 2026 | 25,641 |
| Apr 15, 2027 | 25,641 |
| Oct 15, 2027 | 25,641 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 4, 2025)
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Shares Outstanding Reference (#) |
|---|---|---|---|
| John Townsend | 0 | 0.00% | 175,933,338 |
Unvested Awards (as of Dec 31, 2024; market value uses $4.16 close)
| Award | Unvested/Unearned Shares (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs (time-based) | 230,769 | 959,999 |
| Annual PSUs – Financial portion (unearned at target) | 138,461 | 575,998 |
| Townsend Sign-On PSUs (VWAP tranches) | 314,583 | 1,308,665 |
| Annual PSUs – TSR portion (unearned at target) | 92,308 | 384,001 |
- Stock ownership guidelines: Section 16 officers must reach 2x base salary in Company stock within 5 years of appointment; compliance measured annually, and each officer has either satisfied or is on track as of the last measurement .
- Hedging and pledging of Company stock are prohibited for executive officers and directors; robust clawback policy applies to awards, and plan terms subject awards to retention and recoupment policies .
Employment Terms
Severance Agreement Summary (Townsend)
| Term | Provision |
|---|---|
| Agreement term | 3-year term; auto-renews annually unless non-renewed with 6 months’ notice; cannot end before first anniversary post-change-in-control |
| Termination without Cause / Good Reason (outside CIC) | Base salary continuation: 6 months if before 18 months of employment; 12 months thereafter; pro-rated annual bonus; 12 months Company-paid medical/dental/vision premiums; accelerate time-based equity scheduled to vest within 12 months; pro-rata eligibility for performance awards based on actual achievement through termination date |
| Change-in-Control protection (double-trigger) | If terminated without Cause or for Good Reason within CIC protection period: lump sum 12 months base salary; lump sum target annual bonus; pro-rated annual bonus; 12 months health benefits; equity subject to double-trigger acceleration policy |
Potential Payments (Illustrative, assuming event as of 12/31/2024)
| Scenario | Cash Severance ($) | Stock Awards ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (no CIC) | 580,137 | — | 10,500 | 590,638 |
| Change in Control (no termination) | — | 320,000 | — | 320,000 |
| Termination without Cause or for Good Reason following CIC | 882,988 | 959,999 | 21,000 | 1,863,987 |
Investment Implications
- Pay-for-performance alignment: Townsend’s 2024 equity was weighted to PSUs with 60% tied to annual revenue/Adjusted EBITDA and 40% to multi-year relative TSR vs Nasdaq Telecommunications Index, directly linking realized value to operational performance and shareholder returns .
- Retention risk and selling pressure: He owned 0 shares as of April 4, 2025 but holds substantial unvested RSUs and PSUs, with RSU tranches through 2027 and VWAP-triggered sign-on PSUs through 2028; this structure encourages tenure and stock price discipline, but may concentrate potential selling windows around vest dates and VWAP achievements .
- Governance safeguards: Double-trigger CIC vesting, no hedging/pledging, no severance tax gross-ups, and a robust clawback reduce misalignment risk and shareholder-unfriendly outcomes .
- Committee discretion: The Compensation Committee exercised discretion to raise 2024 payouts/earned PSU shares from ~65% to ~70% recognizing EBITDA growth and refinancing execution; investors should monitor future discretion trends for pay outcomes vs plans .