Richard W. Smith
About Richard W. Smith
Richard W. Smith (age 72) is a non‑independent director of Ribbon Communications, serving on the Board since October 2017. He is Chairman of Private Capital at JPMorgan Chase & Co. (Feb 2021–present), and formerly Head of Private Investments at JPMorgan (Nov 2014–Jan 2021); he is also a long‑time Partner at One Equity Partners (since 2002). The Board has determined he is not independent due to his affiliation with Ribbon’s largest stockholder group led by JPMorgan Chase & Co. . He currently has no standing Board committee assignments at Ribbon .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chairman, Private Capital | Feb 2021–present | Leads investment entities focused initially on tech and healthcare |
| JPMorgan Chase & Co. | Head of Private Investments | Nov 2014–Jan 2021 | Led private/public investments funded by the bank |
| One Equity Partners | Partner | Jul 2002–present | Private equity leadership |
| Allegra Partners and predecessors | Managing Partner | 1981–2013 | Private equity/venture leadership |
| Citicorp Venture Capital Ltd. | Senior Investment Manager | 1979–1981 | Venture/private equity investing |
| Morgan Guaranty Trust Company of New York | International Money Management Group | 1974–1979 | Investment management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chairman, Private Capital | Feb 2021–present | Strategic leadership of investment entities |
| One Equity Partners | Partner | 2002–present | PE investing, governance |
| GENBAND (prior public company) | Director | 2014–2017 | Industry board experience |
| Various private/public companies | Director | 45+ years | Extensive board experience across sectors |
Board Governance
| Item | Detail |
|---|---|
| Director since | October 2017 |
| Independence | Not independent (affiliation with JPM Stockholders) |
| Committee assignments | None (not on Audit, Compensation, NS&CG, Technology & Innovation) |
| Attendance | Each incumbent director attended ≥75% of Board and committee meetings in 2024; all directors attended 2024 annual meeting |
| Designation rights | Nominated as a JPM Stockholders’ designee under the Stockholders Agreement; slate includes three JPM designees (Ewing, Smith, Mair) |
| Committee composition | All standing committees are fully independent under Nasdaq/SEC rules |
| Governance engagement | Company engaged its two largest stockholders (through Messrs. Shani and Smith) on executive compensation in 2024 |
Fixed Compensation
| Year | Cash Retainer | Equity | Notes |
|---|---|---|---|
| 2024 | $0 | $0 | Mr. Smith is not entitled to director equity grants; in lieu, he is entitled to a $160,000 annual cash retainer but waived receipt effective Apr 1, 2020; any compensation would be paid to Heritage PE (OEP) III L.P.; he waived all director cash compensation in 2024 |
Performance Compensation
No performance-based director compensation is disclosed for Mr. Smith (no RSUs/PSUs; not eligible for director equity; no meeting fees beyond standard retainers) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 |
| Prior public company boards | GENBAND (2014–2017) |
| Interlocks / affiliations | Officer of JPMorgan Chase & Co.; JPM beneficially owns ~29.5% of Ribbon; the Stockholders Agreement grants JPM and Swarth Board and committee designation rights and voting commitments for each other’s designees |
| Committee chair rights (agreement) | Stockholders Agreement provides that, subject to independence requirements/waivers, a JPM designee must chair the Compensation and Nominating, Sustainability & Corporate Governance Committees while JPM retains at least two designees; current committee chairs are independent (not Mr. Smith) |
Expertise & Qualifications
- Finance/private equity leadership (JPM Private Capital; One Equity Partners)
- Extensive board experience (45+ years across public and private companies)
- Education: B.A., Harvard College
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Richard W. Smith | 0 | — | No RSUs or options; not entitled to director equity; waived cash retainer |
| JPMorgan Chase & Co. group | 52,036,572 | 29.5% | Includes certain warrants; note states an officer of JPMorgan (Rick W. Smith) is a member of Ribbon’s Board |
Additional alignment policies:
- Director stock ownership guideline: 5x annual cash retainer for non-employee directors; directors who elect not to receive cash retainer or annual equity grant are excepted; as of the last measurement date, all covered directors/officers had satisfied or were on track within the compliance period .
- Hedging/pledging prohibited for directors under Insider Trading Policy .
Governance Assessment
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Strengths
- Deep capital markets and M&A expertise relevant to Ribbon’s investor base and strategic optionality .
- Committees fully independent; Mr. Smith does not sit on Audit/Comp/NS&CG/Tech, mitigating direct committee-level conflicts .
- Company reports strong shareholder support on say‑on‑pay (98.7% “for” in 2024) and active investor engagement with largest holders (including Mr. Smith) .
-
Risks and potential red flags
- Non‑independent status tied to 29.5% holder JPMorgan; Mr. Smith is an officer of JPMorgan, creating perceived conflicts on matters affecting controlling holders (Board designation/voting commitments under the Stockholders Agreement) .
- Zero beneficial ownership in Ribbon common stock and exemption from director stock ownership guideline due to waived compensation—reduces “skin‑in‑the‑game” alignment versus other directors receiving RSUs .
- Stockholders Agreement governance features (mutual voting commitments, chairmanship rights for designees subject to conditions) can concentrate influence among large stockholders’ designees, potentially constraining broader board discretion if not carefully overseen by independents .
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Mitigants
- All standing committees are fully independent under Nasdaq/SEC rules; independent directors meet in executive session and conducted ≥75% attendance in 2024 .
- Robust policies: related‑party transaction review by Audit Committee; clawback policy; prohibition on hedging/pledging .
Overall: Mr. Smith brings valuable investor/PE acumen, but his affiliation with JPMorgan (a 29.5% holder) and lack of personal equity ownership present alignment and independence optics that warrant ongoing monitoring by independent directors, especially around compensation, capital allocation, and strategic transactions .