Patrick Macken
Executive Vice President, Chief Legal Officer and Corporate Secretary at Ribbon Communications
Executive
About Patrick Macken
Patrick W. Macken is Executive Vice President, Chief Legal Officer and Corporate Secretary at Ribbon Communications, serving since June 2020, overseeing global legal and compliance, and his role expanded to include real estate and facilities, data privacy, and trade compliance (age 50 as of 2024) . He previously was SVP, General Counsel and Secretary at ARRIS International plc and a corporate partner at Troutman Sanders LLP; he holds a J.D. magna cum laude and B.A. from Tulane University and is a member of Order of the Coif . The company links executive pay to revenue, net income, Adjusted EBITDA, and Relative TSR; for 2024, consolidated revenue was ~$834M and Adjusted EBITDA ~$132M, driving SMCIP payouts at ~65% before discretionary adjustment to ~70% . Macken routinely signs current reports as EVP & CLO, reflecting governance responsibility for disclosure and insider trading pre-approval processes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ribbon Communications | EVP, Chief Legal Officer & Corporate Secretary | Jun 2020–present | Oversight of legal, compliance; expanded scope to real estate/facilities, data privacy, trade compliance |
| ARRIS International plc | SVP, General Counsel & Secretary | 2015–2019 | Led legal/compliance for global communications solutions company |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Troutman Sanders LLP (now Troutman Pepper) | Partner, Corporate Practice | Not disclosed | Advised TMT-sector companies; builds transactional/M&A legal depth |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 435,000 | 478,500 (effective Jul 1, 2024) |
| Target Bonus (% of Base) | — | — | 75% |
| Non-Equity Incentive Plan Compensation ($) | — (no payout) | 49,000 | 251,213 |
| Discretionary/Bonus ($) | 50,000 (2020 in prior SCT) | — | 100,000 |
| All Other Compensation ($) | 34,860 | 36,580 | 36,863 (health benefits, 401k match, insurance, travel medical) |
Performance Compensation
Annual Cash Incentive (SMCIP) – 2024
| Metric | Weighting | Minimum (0%) | Target (100%) | Maximum (200%) | Actual 2024 | Metric Payout | Notes |
|---|---|---|---|---|---|---|---|
| Revenue ($mm) | 50% | 800 | 880 | 925 | ~834 | 42.4% | Committee used discretion to lift overall payout to ~70% on achievements (EBITDA growth, revenue resilience, refinancing) |
| Adjusted EBITDA pre-bonus ($mm) | 50% | 90 | 137 | 165 | ~132 | 87.7% | Definition excludes D&A, stock comp, acquisition adjustments, restructuring, certain litigation |
Macken’s SMCIP cash bonus paid: $251,213 (reflecting ~70% of target) .
Equity Awards – 2024 Grants (at Target/Units and Grant-Date Fair Value)
| Grant Date | Award Type (per plan) | Units (#) | Grant-Date Fair Value ($) |
|---|---|---|---|
| May 15, 2024 | Time-based RSUs (2025 Plan form) | 44,831 | 147,942 |
| May 15, 2024 | Performance PSUs – Financial metrics (Revenue/Adj. EBITDA) | 61,867 | 92,801 |
| May 15, 2024 | Performance PSUs – Relative TSR (3-year) | 41,244 | 82,488 |
Notes: 2024 Annual PSUs for Macken comprise two consecutive fiscal-year performance periods (2024–2025), half attributable to each year; shares earned each year do not vest until completion of the full period; market-condition PSUs valued via Monte Carlo .
Vesting Schedules and Earned/Unearned PSUs (Selected Upcoming/Recent)
| Award | Quantity | Vesting/Event |
|---|---|---|
| RSUs | 21,367 | Vest Apr 18, 2025 |
| RSUs (61,957 unvested) | 20,653 | Vest Apr 17, 2025 |
| RSUs (61,957 unvested) | 20,652 | Vest Oct 17, 2025 |
| RSUs (61,957 unvested) | 20,652 | Vest Apr 17, 2026 |
| RSUs | 44,831 | Vest May 16, 2025 |
| 2022 Annual PSUs – Financial (earned) | 26,238 | Vested Mar 15, 2025 |
| 2023 Annual PSUs – Financial (earned) | 25,278 | Vests Apr 17, 2026 |
| 2023 Annual PSUs – Financial (unearned) | 24,783 | Future performance period target vest; Apr 17, 2026 if earned |
| 2024 Annual PSUs – Financial (earned) | 21,653 | Vests May 15, 2026 |
| 2024 Annual PSUs – Financial (unearned) | 30,934 | Future performance period target vest; May 15, 2026 if earned |
| 2022 Annual PSUs – Relative TSR | 51,446 | Vested Mar 15, 2025 |
| 2023 Annual PSUs – Relative TSR | 49,567 | Vests Apr 17, 2026 (at target achievement) |
| 2024 Annual PSUs – Relative TSR | 41,244 | Vests May 15, 2027 (at target achievement) |
Relative TSR payout curve: 200% at 75th percentile; 100% at 50th; 50% at 25th; measured point-to-point against peer index with 20-day averaging . For 2023–2024 PSU TSR, peer index is Nasdaq Telecommunications Index; the 2022 PSUs used a Russell 2500 telecommunications subset peer list .
2024 Stock Vested – Value Realized
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Patrick Macken | 180,958; 79,324 shares withheld for taxes | 519,498 |
Equity Ownership & Alignment
- Stock ownership guidelines: Section 16 officers must hold 2x annual base salary within 5 years of appointment; CEO 6x within 6 years; as of record date, CEO, Section 16 officers and non-employee directors have either satisfied or are on track .
- Insider policy: Executives and directors are prohibited from hedging, monetization, margin accounts, pledges, and derivatives; all trades require pre-approval by CLO .
Beneficial Ownership Progression
| As-of Date | Shares Beneficially Owned (#) | % of Outstanding |
|---|---|---|
| Jun 9, 2023 (172,714,429 O/S) | 173,653 | <1% (*) |
| Apr 8, 2024 (172,714,429 O/S) | 256,169 | <1% (*) |
| Apr 4, 2025 (175,933,338 O/S) | 371,054 | <1% (*) |
Employment Terms
| Provision | Outside Change-in-Control | During Change-in-Control Protection Period |
|---|---|---|
| Base Salary | 12 months continuation | Lump sum = 12 months of then-current base salary |
| Annual Bonus | Pro-rated annual bonus (lump sum, paid at normal timing) | Lump sum = target annual bonus + pro-rated current-year bonus |
| Health Benefits | Lump sum equal to company share of premiums for 12 months | Lump sum equal to company share of premiums for 12 months |
| Time-based Equity | Accelerated vesting of awards scheduled within 12 months post-termination | Full acceleration |
| Performance Equity | Eligible to pro-rata vest based on actual performance through termination-period portion | Full acceleration at target achievement |
| Term & Auto-Renewal | 3-year term; auto one-year renewals unless 6 months’ notice; not end before 1st anniversary post-CoC closing | |
| Agreements on File | Employment agreement (May 26, 2020) and Severance Agreement (May 26, 2020) incorporated by reference in 10-K | |
| Clawback & Hedging/Pledging | Clawback policy amended in 2023; hedging/pledging prohibited | |
| Tax Gross-ups | No tax gross-ups for severance/CoC |
Potential Payments (Illustrative as of 12/29/2023 stock price $2.90)
| Scenario | Cash Severance ($) | Stock Awards Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause/Good Reason | 539,400 | 669,294 | 28,515 | 1,237,209 |
| Termination without Cause/Good Reason following CoC | 865,650 | 1,324,563 | 28,515 | 2,111,762 |
Compensation Structure Analysis
- Year-over-year mix: Base salary increased to $478,500 in 2024 reflecting expanded responsibilities; target bonus remained at 75%; equity continues to be a substantial component via RSUs and PSUs tied to Revenue, Adjusted EBITDA, and Relative TSR .
- Pay-for-performance: 2024 SMCIP metrics balanced 50/50 revenue and Adjusted EBITDA; committee exercised discretion to raise payout to ~70% based on EBITDA growth, revenue resilience, and refinancing execution—highlighting qualitative overlay risks to strict formulaic payouts .
- Equity metrics shift: PSUs emphasize multi-year TSR with defined payout curve and annual financial goals earned each year but vest after the full period, aligning retention and performance .
- Governance safeguards: Double-trigger equity acceleration, robust clawback, no hedging/pledging, no tax gross-ups, and no repricing without stockholder approval reduce shareholder-unfriendly risks .
Related Party Transactions and Risk Indicators
- Hedging/pledging prohibited; all trades pre-approved by CLO .
- No tax gross-ups for severance/CoC payments .
- Restrictions on repricing options without stockholder approval .
- Insider Trading Policy filed as 10-K Exhibit 19.1 .
- No specific related-party transactions disclosed for Macken in cited documents.
Compensation Peer Group and Benchmarking
- Benchmarking: Committee reviews peer data and competitive surveys to calibrate target levels; mix aligns with market practices .
- Relative TSR peer index: Nasdaq Telecommunications Index for 2023 PSUs; 2022 PSUs used Russell 2500 telecom subset .
Say-on-Pay & Shareholder Feedback
- Committee considers say-on-pay outcomes and engages investors; independent compensation consultant engaged; highlights of compensation best practices and shareholder engagement in 2023 .
Investment Implications
- Alignment: Macken’s growing beneficial ownership and retention-focused PSU structure with multi-year vesting, plus prohibition on hedging/pledging, support long-term alignment, reducing immediate selling pressure despite regular RSU tax withholdings (79,324 shares withheld in 2024) .
- Retention and CoC: Double-trigger CoC benefits and 12-month severance outside CoC provide stability but cap windfalls; potential CoC total ~$2.11M based on 2023 stock price underscores moderate change-in-control economics .
- Performance linkage: Balanced SMCIP metrics and multi-year financial and TSR PSUs tie compensation to revenue/EBITDA growth and relative stock performance; discretionary upward adjustments in payout in 2024 reflect committee judgment, which can dilute strict pay-for-performance signals if repeated .
- Governance quality: Clawback policy, no gross-ups, and strict insider trading prohibitions are positive; equity award structures and vesting schedules indicate ongoing supply from vesting but limited forced selling given policies and ownership guidelines .