Sam Bucci
About Sam Bucci
Sam Bucci is Executive Vice President and Chief Operating Officer of Ribbon Communications, a role he has held since January 2023 after leading the IP Optical Networks Business Unit as EVP & GM from September 2020 to December 2022; he previously spent over two decades in optical networking leadership at Nokia/Alcatel‑Lucent and earlier roles at Nortel Networks, and holds a B.E. with distinction from McGill University (age 60) . In 2024, Ribbon delivered $833.9M in revenue and ~30% year‑over‑year growth in Adjusted EBITDA (to ~$132M), with management emphasizing momentum in Cloud & Edge and enterprise/federal demand despite a pause in Eastern Europe shipments affecting IP Optical revenue; incentive plans for executives (including the COO) tie pay to Revenue and Adjusted EBITDA as well as multi‑year relative TSR . Shareholders showed strong support for the compensation program, with 98.7% say‑on‑pay approval in 2024, and the company maintains stock ownership guidelines, a Dodd‑Frank‑compliant clawback, and a prohibition on hedging/pledging to align executives with investors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ribbon Communications | EVP, Chief Operating Officer | Jan 2023 – Present | Company‑wide operational leadership; alignment of incentives to revenue, Adjusted EBITDA and relative TSR . |
| Ribbon Communications | EVP & GM, IP Optical Networks BU | Sep 2020 – Dec 2022 | Led IP Optical portfolio; foundation for later COO role . |
| Nokia / Alcatel‑Lucent | Optical networking business unit leadership | 1994 – 2020 | Long‑tenured leadership in optical networking markets . |
| Nortel Networks | Senior product management, sales and business development roles | (Prior to 1994) | Early optical/telecom leadership and commercial roles . |
External Roles
- No public company directorships or external roles disclosed for Mr. Bucci in the proxy .
Fixed Compensation
| Item | 2024 |
|---|---|
| Base Salary (USD) | $458,850 (paid in CAD; converted to USD) . |
| Target Bonus (% of Base) | 75% . |
| Cash Bonus Paid (SMCIP) | $240,896 . |
Performance Compensation
Annual Cash Incentive (SMCIP) – 2024 Design and Outcome
| Metric | Weight | Minimum (0% payout) | Target (100%) | Maximum | Actual 2024 | Payout before discretion | Committee discretion | Final Outcome |
|---|---|---|---|---|---|---|---|---|
| Revenue ($M) | 50% | $800.0 | $880.0 | $925.0 | $833.9 | 42.4% component payout . | Increased to reflect achievements | Company‑level payout elevated from ~65% to ~70% of target . |
| Adjusted EBITDA pre‑bonus ($M) | 50% | $90.0 | $137.0 | $165.0 | $131.5 | 87.7% component payout . | Increased to reflect achievements | See above . |
Notes:
- Achievements cited by the Committee included ~30% Adjusted EBITDA growth vs. 2023, revenue growth despite Eastern Europe shipment suspension, and completion of a refinancing .
Equity Awards (granted May 15, 2024 unless noted)
| Award Type | Shares/Units | Key Performance/Vesting Terms |
|---|---|---|
| Performance Stock Units (PSUs) – Financial metrics (60% of PSU target) | 72,785 target shares attributable to financial metrics within 121,308 total PSUs | Two consecutive fiscal‑year performance periods; 2024 goals Revenue/Adj. EBITDA (50/50); 2024 achievement set at ~70% of target shares earned; vest/payable at end of service period (May 15, 2026) . |
| Performance Stock Units (PSUs) – Relative TSR (40% of PSU target) | 48,523 target shares (part of the 121,308 PSUs) | 3‑year relative TSR vs. Nasdaq Telecommunications Index; 25th/50th/75th percentile maps to 50%/100%/200% payout; cliff vest after performance period end (May 15, 2027) . |
| Restricted Stock Units (RSUs) | 52,742 | Cliff vest on May 16, 2025 (shortened due to 2019 Plan share constraints) . |
Grant detail reference (Bucci): PSUs 121,308; RSUs 52,742 . Grants table cross‑references: RSUs 52,742 ($ grant fair value line item), PSUs split across performance components in Grants of Plan‑Based Awards .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 493,161 shares; <1% of outstanding; includes 105,266 shares issuable upon RSU vesting within 60 days of April 4, 2025 . |
| Ownership Guidelines | Section 16 officers must hold 2x base salary within 5 years; officers were either in compliance or on track at last measurement . |
| Hedging/Pledging | Prohibited for executive officers and directors under Insider Trading Policy . |
| Clawback | Dodd‑Frank/Nasdaq‑compliant clawback policy applies to incentive‑based compensation . |
| 2024 Stock Vested (realized supply) | 247,601 shares vested; 133,136 shares withheld/retired for taxes . |
Vesting Schedules and Overhang (as of Dec 31, 2024)
-
Upcoming RSU vesting:
- 26,709 on Apr 18, 2025 .
- 25,815 on Apr 17, 2025; 25,816 on Oct 17, 2025; 25,815 on Apr 17, 2026 (from 77,446 tranche) .
- 52,742 on May 16, 2025 .
-
PSUs earned/unearned status:
- 2022 PSUs (performance and TSR portions) vested Mar 15, 2025 (64,308 TSR; 32,799 performance) .
- 2023 PSUs: 31,598 performance earned (2023–2024), 30,979 unearned; TSR 61,958 target vest Apr 17, 2026 .
- 2024 PSUs: 24,575 performance earned (2024 at ~70% target), 36,393 unearned; TSR 48,523 target vest May 15, 2027 .
These scheduled releases (particularly May/April/October 2025 and 2026 dates) represent identifiable periods of potential selling pressure if shares are sold upon vesting (subject to tax withholding and any trading windows) .
Employment Terms
| Term | Summary |
|---|---|
| Agreement Tenor | Executive Severance Agreement with an initial 3‑year term; auto‑renews for 1‑year terms; cannot end before the first anniversary post‑Change in Control (CoC) . |
| Termination without Cause / Good Reason (outside CoC protection period) | 12 months’ base salary continuation; pro‑rated annual bonus; lump‑sum Company share of medical/dental/vision premiums for 12 months; accelerated vesting of time‑based equity scheduled to vest within 12 months; pro‑rata eligibility on performance shares based on actual results through termination . |
| CoC Protection Period (double trigger) | Lump‑sum 12 months’ base salary + target bonus; pro‑rated bonus; 12 months’ benefits contribution; full acceleration of time‑based equity; performance‑based equity vests at target . |
| Clawback / Insider Trading | Clawback policy in place; Insider Trading Policy requires pre‑clearance and prohibits hedging, monetization, margin, pledges, puts/calls, and similar actions . |
| Stock Ownership Guidelines | 2x base salary for Section 16 officers; five‑year compliance window . |
Performance & Track Record
-
2024 execution and market context:
- Company revenue $833.9M; Adjusted EBITDA ~ $131.5M; management highlighted 30% YoY Adjusted EBITDA growth and strong balance sheet post‑refinancing (cash ~$90M at 2024 year‑end) .
- Cloud & Edge sales +6% YoY; enterprise/federal sales +60% YoY; new multi‑year Verizon contract supported modernization programs; IP Optical Networks revenue missed growth goal due to Eastern Europe shipment suspension amid war/sanctions, though margins remained strong .
- Segment Adjusted EBITDA showed strength in Cloud & Edge, partially offset by IP Optical losses (Consolidated Adjusted EBITDA $118.7M) .
-
Compensation alignment:
- Annual bonus and PSU financial components measured on consolidated Revenue and Adjusted EBITDA; PSU relative TSR measured vs. the Nasdaq Telecommunications Index over three years .
- 2024 say‑on‑pay approval 98.7% “FOR,” indicating investor support for pay design and alignment .
Compensation Committee & Governance
- Compensation Committee: Beatriz V. Infante (Chair), Bruns H. Grayson, Tanya Tamone; independent and advised by FW Cook .
- Best practices: pay‑for‑performance mix; double‑trigger CoC vesting; ownership guidelines; robust clawback; prohibition on hedging/pledging; minimal perquisites; no option repricing without shareholder approval .
Investment Implications
- Alignment: A high share of at‑risk and performance‑based equity (PSUs with financial and TSR metrics) plus ownership guidelines, clawback, and hedging/pledging prohibitions support strong pay‑performance alignment for the COO role .
- Selling pressure: Multiple RSU/PSU vesting dates in 2025–2027 (notably April/May/Oct windows) could create episodic supply; 2024 already saw 247,601 shares vest for Mr. Bucci with significant shares withheld for taxes (non‑open‑market) .
- Retention/CoC dynamics: Outside CoC, severance is 12 months’ salary with pro‑rata incentives and limited acceleration; within CoC protection, benefits step up to salary + target bonus cash and full equity acceleration at target—adequate retention but not excessive by small‑cap tech standards .
- Execution focus: Company‑level incentives emphasize Revenue and Adjusted EBITDA, which improved in 2024; IP Optical revenue headwinds from Eastern Europe sanctions contextualize the COO’s operating environment while segment margins and Cloud & Edge momentum remain supportive .