R. Stewart Ewing, Jr.
About R. Stewart Ewing, Jr.
Independent director of Ribbon Communications since March 2020; age 73. Former EVP & CFO of CenturyLink (now Lumen) and current CFO of InterMountain Management, with deep audit and finance experience; designated Audit Committee Financial Expert and chairs Ribbon’s Audit Committee . Education: B.S., Northwestern State University . Designated to the Board under the company’s Stockholders Agreement by JPMorgan-affiliated stockholders, but affirmatively determined independent under Nasdaq and the Stockholders Agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterMountain Management (private hotel mgmt.) | Chief Financial Officer | Apr 2020–present | Financial leadership |
| CenturyLink (now Lumen) | EVP & CFO; VP & Controller; VP Finance | 1989–Nov 2017; 1984–1989; 1983–1984 | Led integrations of acquisitions; long-tenured public company CFO |
| KPMG | Accountant | 1973–1982 | Audit, accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Progressive Bank | Chairman of the Audit Committee | 2002–present | Banking oversight; audit leadership |
| Louisiana Endowment for the Humanities | Director | 2019–present | Non-profit governance |
| Other public company boards | — | — | None (0) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under Nasdaq and Stockholders Agreement |
| Designation | JPM Stockholders designee to Board slate |
| Committees | Audit (Chair; Audit Committee Financial Expert); Nominating, Sustainability & Corporate Governance (member) |
| Committee composition | Audit: Ewing (Chair), Infante, Mair ; Nominating: Grayson (Chair), Ewing, Tamone |
| Attendance | Board met 7 times in 2024; each incumbent director attended ≥75% of combined Board/committee meetings. Committee meetings: Audit 9, Compensation 6, Nominating 4, Technology 3 in 2024 |
| Cyber oversight | Audit Committee oversees cybersecurity risk; incident notification protocol to Audit Chair |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $60,000 | Standard non-employee director retainer |
| Committee membership fees | Audit: $15,000; Nominating: $5,000 | Membership fees per committee |
| Committee chair fee | Audit Chair: $25,000 | Chair premium |
| 2024 cash fees earned | $105,000 | Sum of retainer + committee + chair |
Stock ownership guideline: Directors expected to hold shares equal to five times the annual cash retainer . Directors may elect to receive cash fees in stock and/or defer equity; policy permits deferral until departure or change in control .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Jun 17, 2024 | 48,365 | $145,000 | Vests Jun 17, 2025 |
| Unvested RSUs (12/31/2024) | — | 48,365 | — | One-year cliff per director policy |
Equity awards for non-employee directors are RSUs that vest after one year; no options or PSUs are used for directors .
Other Directorships & Interlocks
- JPMorgan-affiliated stockholders and Swarth Group hold Board designation rights under the Stockholders Agreement; Ewing is a JPM designee while remaining independent, and Richard W. Smith (JPM) is non-independent on the Board .
- Committee chairmanships are influenced by designation rights under certain ownership thresholds; current Audit Chair is Ewing (JPM designee) consistent with allowable structure .
Expertise & Qualifications
- Financial reporting and audit leadership (Audit Committee Financial Expert) .
- Long-tenured public company CFO with M&A integration experience (CenturyLink/Lumen) .
- Banking audit oversight (Progressive Bank Audit Chair) .
Equity Ownership
| Holder | Beneficial Shares | Shares Outstanding (Record Date) | Ownership % |
|---|---|---|---|
| R. Stewart Ewing, Jr. | 149,206 | 175,933,338 | ≈0.085% (computed from cited figures) |
Stock ownership policy compliance: As of last measurement date, all non-employee directors either satisfied or were on track to satisfy ownership guidelines; hedging and pledging are prohibited for directors under the Insider Trading Policy and Clawback Policy applies to incentive-based compensation .
Governance Assessment
- Board effectiveness: Ewing chairs a fully independent Audit Committee and is designated as an Audit Committee Financial Expert, strengthening financial oversight and cybersecurity risk monitoring .
- Independence vs. designation: While independent, his nomination by JPM Stockholders occurs within a framework where major holders have designation and voting commitments; this can create perceived influence/interlocks but is transparently disclosed and bounded by standstill/change-of-control restrictions .
- Engagement: Attendance at or above the 75% threshold and expected participation in annual meetings; Board holds regular executive sessions to promote independent oversight .
- Compensation alignment: Cash is modest, with a meaningful equity retainer in RSUs vesting over one year and director stock ownership guidelines set at 5x cash retainer, supporting alignment with shareholders .
- Related-party exposure: Proxy lists related person transaction policies and describes stockholder agreements; no specific related-party transactions involving Ewing are disclosed beyond his designation status .
- Shareholder signals: Say-on-pay approval was 98.7% in 2024, indicating broad support for compensation governance overseen by the Board and its committees .
RED FLAGS
- Stockholder designation rights and coordinated voting by JPM Stockholders and Swarth could influence Board composition and committee leadership; monitor for potential entrenchment or conflicts in future nomination cycles .
- Dilution capacity increased via proposed authorized share raise and new incentive plan; while intended for flexibility and talent retention, issuance could be used defensively—watch execution discipline and shareholder communications .