Scott Mair
About Scott Mair
Scott Mair, age 64, is an independent director of Ribbon Communications, serving since September 2022. He previously spent 37 years at AT&T, culminating as President, Network Engineering & Operations (2019–2022), and holds a B.A. and a Master of Industrial Technology from the University of Wisconsin–Platteville . He was appointed to Ribbon’s Board as a designee of the JPMorgan-affiliated stockholders under the Stockholders Agreement, yet is classified as independent under Nasdaq and the Stockholders Agreement’s criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T | President, Network Engineering & Operations; earlier leadership roles | 1985–2022 | Led >32,000 employees and 40,000 contractors; responsible for >$10B capital budget; launched first standards-based mobile 5G; led FirstNet public safety platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Transmission Company (private) | Director | 2021–present | Transmission-only utility |
| Gigapower, LLC (BlackRock–AT&T JV) | Director | 2022–present | Fiber-based broadband JV outside AT&T’s legacy footprint |
| Fortress Solutions (private) | Director | 2022–present | Telecom services for operators/enterprise |
| Airspan Network Holdings LLC (private) | Director | 2024–present | Hardware/software for 5G and Open RAN |
| Other public company boards | None | — | RBBN proxy shows 0 for Mair |
Board Governance
- Independence: Independent director under Nasdaq and Stockholders Agreement definitions .
- Designation: Nominated as a JPMorgan-affiliated stockholder designee per Stockholders Agreement .
- Committees (2024–2025): Audit Committee member; Chair of the Technology & Innovation (T&I) Committee .
- Attendance: In 2024 the Board met 7 times; Audit 9; Compensation 6; Nominating/Sustainability/Governance 4; T&I 3. Each incumbent director attended at least 75% of combined Board and committee meetings .
- Executive sessions: Independent directors meet in executive session at regularly scheduled meetings; Board expects at least four per year .
- Cyber oversight: Audit Committee oversees cybersecurity risk; material incidents escalated per policy .
Fixed Compensation (Director)
| Component | Detail | Amount/Value | Source |
|---|---|---|---|
| Annual cash retainer | Director retainer | $60,000 | |
| Committee membership fee | Audit Committee member | $15,000 | |
| Committee membership fee | T&I Committee member | $5,000 | |
| Committee chair fee | T&I Committee Chair | $10,000 | |
| Cash fees total (2024) | Sum of above cash fees | $90,000 | |
| Equity retainer (2024) | Annual RSUs | $145,000 (48,365 RSUs granted 6/17/2024; vest 6/17/2025) | |
| Total 2024 director compensation | Cash + equity | $235,000 |
Notes: Director compensation policy allows directors to elect shares in lieu of cash and to defer equity; stock ownership guideline is 5x annual cash retainer ($300,000 equivalent) .
Performance Compensation
- Not applicable for non-employee directors at Ribbon. Annual director equity is time-based RSUs with one-year vesting; no director-specific performance metrics are used .
- For context (executives, not directors): Company uses revenue and Adjusted EBITDA for annual cash incentives; and financial metrics plus relative TSR for PSUs, but these do not apply to director pay .
Other Directorships & Interlocks
| Type | Entity | Relevance/Notes |
|---|---|---|
| Large stockholder designation | JPMorgan-affiliated stockholders (JPM Stockholders) designate Mair under Stockholders Agreement | Governance linkage to major holder; Mair remains “independent” under rules |
| External industry roles | Gigapower (AT&T JV), Fortress Solutions, Airspan, American Transmission Co. | Sector-adjacent roles; no related-party transactions disclosed with Ribbon |
Expertise & Qualifications
- Deep telecom network engineering/operations; 5G deployment; large-scale capex leadership; cybersecurity/operations exposure .
- Education: B.A. and Master of Industrial Technology, University of Wisconsin–Platteville .
Equity Ownership
| Item | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership | 92,273 shares (<1% outstanding) | As of April 4, 2025; per Beneficial Ownership table |
| Unvested director RSUs | 48,365 RSUs | As of Dec 31, 2024; vest on June 17, 2025 |
| Insider trading/hedging policy | Hedging, monetization, margin, and pledging prohibited for directors | Insider Trading Policy |
| Ownership guideline | 5× annual cash retainer for non-employee directors; company reports all non-employee directors satisfied or on track |
Insider Trades (recent)
| Date (Filing) | Transaction | Shares | Price/Value | Notes |
|---|---|---|---|---|
| 2025-06-18 (Form 4) | RSU vest/settlement | 48,365 | $0 (RSU) | RSUs granted 2024-06-17 vested 2025-06-17; form signed via POA |
| 2024-06-20 (Form 4) | Annual director RSU grant | 48,365 | $145,000 grant-date fair value | Annual grant dated 2024-06-17 |
No pledging disclosed; hedging/pledging prohibited for directors per policy .
Governance Assessment
Strengths
- Relevant sector expertise enhances oversight of R&D, technology roadmaps and large network customers; chairs Technology & Innovation Committee overseeing tech strategy, R&D direction and tech risk/opportunity reviews .
- Independent director with Audit Committee service; Board reports robust cyber risk oversight through Audit .
- Solid engagement/attendance norms (≥75% in 2024 across Board/committees); Board holds regular independent executive sessions .
- Director equity aligns interests (annual RSUs); ownership guidelines in place; hedging/pledging prohibited .
Watch items / potential conflicts
- Designation rights: Mair is a designee of the JPM Stockholders (large holder with Board/committee chair rights under the Stockholders Agreement), which can influence Board composition and certain committee chairs; however, Ribbon classifies Mair as independent and maintains Nasdaq-compliant committee independence .
- External telecommunications roles (Gigapower, Fortress Solutions, Airspan) are adjacent to Ribbon’s ecosystem; the company discloses no related-party transactions for Mair and requires Audit Committee review of any such transactions .
- Equity overhang context: Equity plan refresh (2025 Incentive Award Plan) and authorized share increase proposals reflect broader capital/compensation flexibility; while not director-specific, such proposals can affect dilution and investor perceptions .
Shareholder signals (context)
- Say-on-pay support was strong: 98.7% “for” at 2024 meeting (and 2024 8-K shows 142.9M for vs. 1.9M against), indicating general investor confidence in pay governance during the period overlapping Mair’s tenure .
Related-Party Transactions (Mair-specific)
- The 2022 appointment 8-K states no transactions with Mair requiring disclosure under Item 404(a). Related-person policy requires Audit Committee approval of any such transactions; Stockholders Agreement with JPM Stockholders and Swarth is disclosed separately (governance rights and standstill) .
Director Compensation Structure Details
| Element | Policy Detail |
|---|---|
| Annual equity grant | RSUs vest after one year (or next annual meeting if not standing), grant sized by grant-date fair value |
| Cash fees | Retainer plus committee membership and chair fees; chairs earn additional fees |
| Deferrals | Directors may elect to receive cash in stock and defer equity to separation/change in control |
| Ownership guideline | 5× annual cash retainer (5 years to comply); company reports directors satisfied/on track |
RED FLAGS: None material disclosed for Mair. Monitor for any future related-party dealings given external telecom roles and JPM/Swarth designation dynamics; ensure continued committee independence and disclosure discipline under the Stockholders Agreement .
Appendix: Voting/Meeting Context
- 2024 Annual Meeting outcomes (directors elected; auditor ratified; say-on-pay approved) with high participation (~93% of outstanding shares present) .
- Board/committee meeting counts and attendance thresholds for 2024 noted above .