Shaul Shani
About Shaul Shani
Non-independent Director; Chairman of the Board, Ribbon Communications (since June 2020). Age 70. Founder and Chairman of Swarth Group, a private global investment firm focused on communications/technology and related sectors (since 2006). Prior operator/investor with multiple telecom and software ventures (e.g., Sapiens, Oshap, Tecnomatix). Independence: not independent due to affiliation with Swarth, a significant shareholder with director designation rights under the Stockholders Agreement . Board attendance: the Board held 7 meetings in 2024; each incumbent director attended at least 75% of combined Board/committee meetings (company does not disclose individual attendance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swarth Group | Founder & Chairman | 2006–present | Controls investments across communications/tech; Swarth designates RBBN directors per Stockholders Agreement . |
| Magnum Group | Founder | 1994–2006 | Telecom/tech investments (incl. DSP Group stake) . |
| Sapiens International | Founder & CEO | 1989–1993 | Took company public on Nasdaq (1992); later Chairman . |
| Eurosoft | Founder & CEO | Not disclosed | IT company founder-operator . |
| Tecnomatix Technologies | Founder | 1983 | Software/automation founder . |
| Oshap Technologies | Founder & CEO | 1982–1985 | Robotics/automation software . |
| ECI (ECI Telecom Group) | Director; Chairman | 2007–2012; Chairman 2009–2012 | Governance/oversight in telecom equipment . |
| Global Village Telecom (Brazil) | Executive Chairman | 1997–2009 | Led through growth and sale to Vivendi . |
| DSP Group | Director (for Magnum) | 1999–2000 | Board role in semiconductor/voice processing . |
External Roles
| Organization | Role | Current? | Notes |
|---|---|---|---|
| Swarth Group | Founder & Chairman | Yes | Private global investment firm . |
| Other public company boards | — | No | “Other Public Company Boards” count: 0 at RBBN . |
Board Governance
- Board role: Non-executive Chairman; CEO is separate. Lead Independent Director is Bruns H. Grayson, and independent directors meet in executive session; Board believes this structure enhances independent oversight .
- Committee assignments: None (not on Audit, Compensation, Nominating/Sustainability/Governance, or Technology & Innovation) .
- Independence: Not independent under Nasdaq and the Stockholders Agreement due to affiliation with Swarth .
- Tenure: Director and Chairman since June 2020 .
- Attendance: Board met 7 times in 2024; each incumbent director attended ≥75% of combined Board/committee meetings; committees met: Audit (9), Compensation (6), NS&G (4), Technology & Innovation (3) .
- Designation rights and interlocks: Under the March 3, 2020 Stockholders Agreement, Swarth and JPM-affiliated stockholders have director designation and voting rights; as of April 4, 2025, JPM held ~30% and Swarth ~16%; each agrees to vote in favor of the other’s designees. Swarth has temporarily waived its third designee; Board currently eight members .
- Committees are fully independent, with chair roles aligned to shareholder designation provisions while honoring independence requirements .
Fixed Compensation (Director)
| Element | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard policy; Shani waived all cash director compensation in 2024 . |
| Non-executive Chairman fee | $50,000 | Shani waived this cash fee in 2024 . |
| Committee fees | $0 | Not on committees . |
| Total cash fees received | $0 | Waived . |
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | June 17, 2024 | 48,365 | 145,000 | Cliff vest on June 17, 2025; standard annual equity retainer for directors . |
- No options or performance-based director equity disclosed; annual director equity is time-based RSUs .
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Consideration |
|---|---|---|
| Swarth Investments Ltd. | Beneficial owner of ~15.8% of RBBN common stock (as of April 4, 2025) | Stockholders Agreement grants Swarth director designation and voting rights; Shani is Swarth Group founder/chairman and RBBN non-independent Chairman. Standstill and change-of-control provisions apply . |
| JPM Stockholders (JPMorgan affiliates) | Beneficial owner of ~29.5% | Parallel designation and voting commitments with Swarth under Stockholders Agreement . |
Expertise & Qualifications
- Telecom and software founder/operator; deep sector knowledge and private equity experience across communications infrastructure and services .
- Prior executive chairmanship and board leadership in telecom (e.g., GVT’s growth and sale) .
- Board determined he brings extensive finance, private equity, and telecom industry knowledge to RBBN .
Equity Ownership
| Metric | Amount | As of/Notes |
|---|---|---|
| Beneficial ownership (common shares) | 105,346 | As of April 4, 2025 record date . |
| Unvested RSUs (director grant) | 48,365 | Annual grant from June 17, 2024, vesting June 17, 2025 (not counted in beneficial ownership as of record date) . |
| Ownership as % of outstanding | ~0.06% | 105,346 / 175,933,338 shares outstanding (record date) . |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, monetization, margin, and pledging for directors . |
| Ownership guidelines | 5x annual cash retainer | Directors expected to meet guideline within 5 years; company reports directors have satisfied or are on track . |
Governance Assessment
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Strengths and alignment
- Non-executive chair with independent lead director and fully independent committees; regular executive sessions without management promote oversight .
- Director equity is in stock (time-based RSUs), and Shani waived all cash compensation in 2024, indicating alignment and reduced cash outlay; ownership guidelines apply to directors and are reported satisfied/on-track .
- Company prohibits hedging/pledging and maintains a robust clawback policy; strong baseline controls .
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Risks and potential conflicts (monitor)
- RED FLAG: Non-independent Chairman affiliated with a 15.8% shareholder (Swarth) that has board designation and voting rights; concentrated ownership (with JPM ~29.5%) can influence board composition and outcomes. Mutual voting commitments and designation rights in the Stockholders Agreement may entrench designees and reduce contestability of board seats .
- Related-person governance: The Stockholders Agreement includes standstill provisions and change-of-control constraints, which mitigate some risks but also formalize influence by major shareholders .
- Capital structure and entrenchment risk: The company seeks to increase authorized shares and adopt a new equity plan; while management discloses potential dilutive/anti-takeover effects, such capacity under a controlled board can be perceived as entrenchment risk if misused (not specific to Shani, but material given his chair role and affiliation) .
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Engagement and accountability signals
- The company reports broad investor engagement and cites engagement with its two largest stockholders through Messrs. Shani and Smith on executive compensation; Say-on-Pay passed with 98.7% support in 2024, suggesting shareholder acceptance of pay programs (context for oversight under his chairmanship) .
Overall, Shani brings deep sector and investment expertise and has waived cash fees, but his non-independent chair role and affiliation with a major shareholder possessing board designation/voting rights necessitate continued monitoring for potential conflicts in board composition, control, and capital authorization decisions .