Tanya Tamone

About Tanya Tamone

Tanya Tamone is an independent director of Ribbon Communications (RBBN) and Chief Executive Officer of Sogerco S.A., a private trust company, bringing financial and trading expertise to the board (age 63; director since June 2020) . She was designated to the board under the Stockholders Agreement by Swarth (a significant shareholder) and is classified as independent under Nasdaq rules and the company’s guidelines .

Past Roles

External Roles

Board Governance

• Independence status: Independent director under Nasdaq rules and the Stockholders Agreement .
• Designation: Swarth designee under the Stockholders Agreement .
• Director since: June 2020 .
• Meeting attendance: Each incumbent director attended at least 75% of combined Board and committee meetings in 2024 (Board held 7 meetings) .
• Committee assignments (current): Compensation Committee (member) and Nominating, Sustainability & Corporate Governance (member); no chair roles .
• Committee meeting counts (2024): Compensation (6), Nominating/Sustainability/Corporate Governance (4) .
• Lead Independent Director: Bruns H. Grayson (context for board leadership structure) .
• Executive sessions: Independent directors meet without management; at least four executive sessions expected annually .

Fixed Compensation

• Director Compensation Structure (policy-level):

  Element	Amount/Terms
  Annual cash retainer	$60,000
  Committee membership fees	Compensation Committee: $10,000; Nominating/Sustainability & Corporate Governance: $5,000
  Annual equity retainer	$145,000 in RSUs (time-based)
  Stock ownership guideline	5x annual cash retainer for non-employee directors

• 2024 Actuals for Tanya Tamone:

  Component	Amount
  Cash fees	$75,000 (base + committee fees)
  Stock awards	$145,000 (annual RSU grant)
  Total	$220,000

• Deferral/election features (policy): Directors may elect to receive all/50% of cash fees in common stock and may defer receipt of shares upon RSU vesting until departure; this is available under the Director Compensation Policy (example: Mr. Grayson elected stock for cash fees) .

Performance Compensation

• Annual equity grant details:

  Grant Date	Instrument	Shares	Grant-Date Fair Value	Vesting
  June 17, 2024	RSUs	48,365	$145,000	Cliff vest on June 17, 2025 (time-based)

• Performance metrics: None for non-employee director compensation; RSUs are time-based, not performance-based .

Other Directorships & Interlocks

• Other public company boards: None (0) .
• Designating stockholder: Swarth; Swarth beneficially owned approximately 15.8% of RBBN as of April 4, 2025 .
• Board/committee composition influences: Stockholders Agreement grants designation and certain chairmanship rights to JPM Stockholders and Swarth, subject to thresholds and independence requirements .

Expertise & Qualifications

• CEO experience at a financial trust company (Sogerco S.A.), with prior specialization in FX and interest-rate trading, supporting financial oversight and risk literacy on the board .
• Classified as an independent director and serves on governance- and compensation-focused committees (governance deepening) .

Equity Ownership

Governance Assessment

• Positives:

  • Independent director with financial background, serving on Compensation and Nominating/Sustainability/Governance committees; no chair roles but engaged in core governance oversight .
  • Attendance threshold met (≥75%); Board and committee cadence shows regular oversight (Board 7 meetings; Compensation 6; NS&G 4 in 2024) .
  • Pay mix aligns with shareholders via meaningful equity retainer (time-based RSUs) and clear policy structure; stock ownership guideline (5x retainer) enhances alignment .
  • Strong governance practices include majority voting, separate Chair/CEO, lead independent director, executive sessions, and clawback policy; hedging/pledging prohibited .
  • Compensation Committee engages independent consultant (FW Cook) and follows standard best practices; 2024 say-on-pay support was 98.7% (context for investor alignment) .

• Watch items / potential conflicts:

  • Swarth designation and the Stockholders Agreement: A significant shareholder (Swarth) designated Ms. Tamone; the agreement embeds director designation and certain committee chair rights for major holders, which can raise perceived independence/entrenchment concerns despite formal independence status .
  • Concentrated ownership: Swarth held ~15.8% as of April 4, 2025, and JPM-related holders ~29.5%, potentially amplifying influence over board composition and governance outcomes .
  • No related-party transactions disclosed involving Ms. Tamone; related-person transactions are subject to Audit Committee review under a written policy .

RED FLAGS to monitor:

• Significant-stockholder designation rights and committee chair requirements under the Stockholders Agreement (may affect board dynamics and minority investor perceptions) .
• Concentrated ownership by Swarth and JPM investors (influence over board composition) .