or any of their immediate family members, and our Company, our senior management, companies with whom we have business dealings and our independent registered public accounting firm. Our Board also consults with our legal counsel to ensure that its determinations are consistent with all relevant laws and regulations regarding the definition of independence, including those set forth in pertinent listing standards of ~~the~~The Nasdaq Global Market ("(“Nasdaq"”), as amended from time to time. Consistent with those considerations, after review of all relevant transactions or relationships, our Board has affirmatively determined that all of our directors are independent directors within the meaning of the applicable Nasdaq listing standards, except for Stephen G. Waldis, who serves as our Executive Chairman, and Glenn Lurie, who serves as our CEO. Our independent directors meet in regularly scheduled executive sessions where only independent directors are present. Mr. Cadogan presides over those sessions. There are no family relationships among any of our directors or executive officers.

~~BOARD OF DIRECTORS OVERSIGHT OF RISK MANAGEMENT~~Board of Directors Oversight of Risk Management

Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations, strategic direction and intellectual property as more fully discussed under the heading ~~"Risk Factors"~~“Risk Factors” in our Annual Report on Form ~~10-K/A~~10-K for the fiscal year ended December 31, ~~2017~~2019 and our other SEC filings. Assessing and managing risk is the responsibility of our management. Our Board oversees management in the execution of its responsibilities and for assessment of our approach to risk management. An overall review and assessment of risk is inherent in our ~~Board's~~Board’s consideration of our business plans, strategies and other significant developments. Additionally, our Board regularly reviews various risks arising out of transactions and other matters that are presented to our Board and when making decisions impacting us. At least annually, our Board also reviews and analyzes the strategic and operational risks and opportunities that face our Company as a whole, as well as those related to specific areas of our business.

Our Board delegates the oversight of certain categories of risk affecting our Company to designated Board committees, who report their findings to our full Board. Our Audit Committee is responsible for overseeing our ~~Board's~~Board’s execution of its risk management oversight responsibility, including discussing guidelines and policies governing the process by which our management and other persons responsible for risk management assess and manage our exposure to major financial risk, ~~exposures~~ and the steps management has taken to monitor and control such ~~exposures,~~exposure, based on consultation with our management and independent auditors. Our Audit Committee also annually reviews the audit plan of management, our information technology and cybersecurity risks and mitigation strategies, the domestic and international tax function and treasury operations and conformity with ethics and compliance standards. In addition, our Board has delegated to other Board committees the oversight of risks within their areas of responsibility and expertise. For example, our Compensation Committee oversees the risks associated with our compensation practices, including an annual assessment of our compensation policies and practices for our employees.

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~~BOARD SELF-EVALUATION~~Board Self-Evaluation

Our Nominating/Corporate Governance Committee oversees a biennial self-evaluation process to analyze and review our ~~Board's~~Board’s performance and the performance of each of the members of our Board. Our Nominating/Corporate Governance Committee reviews these results and discusses them with the full Board with the intention of utilizing them to enhance our ~~Board's~~Board’s effectiveness and, if necessary, develop action plans.

~~STOCKHOLDER COMMUNICATIONS WITH OUR BOARD OF DIRECTORS~~

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Stockholder Communications with our Board of Directors

Stockholders may communicate with our management and independent directors by sending a letter to Synchronoss Technologies, Inc., 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807, Attention: Secretary. Each communication should set forth the (i) name and address of the stockholder as they appear on our books and, if the shares of our Common Stock are held by a broker, bank or other agent, the name and address of the beneficial owner of such shares, and (ii) number of shares of our Common Stock that are owned of record by such record holder and/or beneficially by such beneficial owner. Our Secretary will review all communications from stockholders and has the authority to disregard any inappropriate communications or take other appropriate actions with respect to any inappropriate communications. If deemed an appropriate communication, our Secretary will forward it, depending on the subject matter, to the chairperson of a committee of our Board or a particular director, as appropriate.

~~BOARD OF DIRECTORS AND COMMITTEE DUTIES~~Board of Directors and Committee Duties

Our Board oversees, counsels and directs management in the long-term interests of our Company and our stockholders. Our Board, individually and through its committees, is responsible for:

•

overseeing the conduct, assessment and other operational risks to evaluate whether our business is being properly managed;

•

reviewing and approving our strategic, financial and operating plans and other significant actions;

•

evaluating the performance of and reviewing and determining the compensation of our CEO and other executive officers;

•

planning for succession for our CEO and monitoring ~~management's~~management’s succession planning for other executive officers; and

•

overseeing the processes for maintaining the integrity of our financial statements, public disclosures, and compliance with laws and ethics.

~~BOARD STRUCTURE AND COMMITTEES~~

Board Structure and Committees

During ~~2017,~~2019, our Board met 31nine times and acted ~~once~~twice by unanimous written consent. Each director who was a director in ~~2017~~2019 (and Ms. Harris since she joined our Board in August 2019) attended at least 75% of the meetings of our Board and of each committee of which he or she served as a ~~member, except for Mr. Cadogan who did not attend 75% of the meetings of our Audit Committee. Each of our directors who was a director in May 2017~~member. Messrs. Lurie, Waldis and Hopkins and Ms. Harris attended our ~~2017~~2019 Annual Meeting of Stockholders. Our Board has established an Audit Committee, a Compensation Committee,

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a Business Development Committee and a Nominating/Corporate Governance Committee. Our Board has delegated various responsibilities and authority to its committees as generally described below. Our Board has determined that each member of our Audit, Compensation, Business Development and Nominating/Corporate Governance Committees is free of any relationship that would interfere with his individual exercise of independent judgment with regard to us. The following table provides membership, chair and number of meetings information for each of our Board committees during ~~2017:~~

2019:

Name*
Audit
Committee

Compensation
Committee

Nominating/Corporate
Governance
Committee

Business
Development
Committee

Stephen G. Waldis
M

Glenn Lurie
M

William J. Cadogan
M C M M

Thomas J. Hopkins
M M C

James M. McCormick
M C

Donnie M. Moore
C M

Total meetings in year 2017
39 13 1 0

11

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Name* Audit
Committee Compensation
Committee Nominating/Corporate
Governance
Committee Business
Development
Committee
Stephen G. Waldis** M
Glenn Lurie M
William J. Cadogan C C M
Thomas J. Hopkins M M M C
Laurie Harris*** C
Frank Baker M M
Robert Aquilina
Kristin S. Rinne M M
Mohan Gyani M M
Peter Berger** M M
Total meetings in year 2019 8 3 3 0

M

Member C Chair

~~Messrs. Baker~~

Each of Donnie Moore and ~~Berger are excluded from this table as they joined~~James McCormick were directors of the Board in February 2018. Mr. Baker is a member of our Nominating/Corporate Governance Committee and Business Development Committee. Mr. Berger is a member of our Compensation Committee and Nominating/Corporate Governance Committee. Company until June 5, 2019.

Mr. Berger also attends meetings of our Audit Committee as ana non-voting observer. Mr. ~~Aquilina is~~Waldis also ~~excluded from this table~~attends meetings of our Compensation Committee as hea non-voting observer.

***

Ms. Harris joined ~~the~~our Board in ~~April 2018~~August 2019 and became Chairperson of our Audit Committee on that date. Mr. Hopkins was Chairperson of our Audit Committee from January 2019 until Ms. ~~Rinne is also excluded from this table as she~~Harris joined ~~the~~our Board in ~~July 2018.~~August 2019.

Audit Committee

~~AUDIT COMMITTEE~~

Our Audit Committee oversees the integrity of our financial statements, compliance with applicable legal and regulatory requirements, effectiveness of our internal controls and audit function, and the qualifications, independence, and performance of our independent registered public accounting firm. Our Audit Committee also discussed with our independent registered public accounting firm the overall scope and plans for their audit and met with them on a regular basis without members of management. Our Audit Committee consults with our management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs. In addition, our Audit Committee:

•

reviews our annual audited and quarterly financial statements and SEC reporting;

•

reviews ~~management's~~management’s assessment of risk pertaining to our reporting and disclosure controls and monitors our internal controls and audit functions, the results and scope of the annual audit and other services provided by our independent registered public accounting firm and our compliance with legal matters that have a significant impact on our financial statements;

•

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•: establishes procedures for the receipt and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

•
•

appoints, compensates, reviews procedures to ensure the independence of and oversees the work of, our independent registered public accounting firm, including approving services and fee arrangements;

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•

reviews with senior members of our management our policies and practices regarding risk assessment and risk management;

•

approves all related party transactions;

•

~~reviews with senior members of our management our policies and practices regarding risk assessment and risk management;~~

•

reviews periodically the adequacy and effectiveness of our internal and disclosure controls, including our policies regarding compliance with legal, regulatory, code of conduct, ethical and internal auditing standards;

•

reviews earnings press releases prior to issuance; and

•

reviews findings and recommendations of our independent registered public accounting firm and ~~management's~~management’s response to their recommendations.

Our Audit Committee is comprised of the following three directors: Thomas J. Hopkins, ~~William J. Cadogan~~Kristin S. Rinne and ~~Donnie M. Moore~~Laurie Harris (Chair). ~~Effective March 2018,~~ Mr. Berger also attends Audit Committee meetings in a non-voting observer capacity. Our Audit Committee met 39eight times during ~~2017.~~2019. Our Board annually reviews the definition of independence for Audit Committee members set forth in the Nasdaq listing standards and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) and 5605(c)(2) of the Nasdaq listing standards). In addition to qualifying as independent under the Nasdaq rules, each member of our Audit Committee can read and has a working understanding and comprehension of fundamental financial statements. Our Board has determined that each of ~~Donnie M. Moore~~Mr. Hopkins and ~~Thomas J. Hopkins~~Ms. Harris is an audit committee financial expert, as defined by Item 407(d) of Regulation S-K based on a qualitative assessment of each of their level of knowledge and experience based on a number of factors, including their respective formal education and experience. The designation does not impose on either Mr. ~~Moore~~Hopkins or ~~Mr. Hopkins~~Ms. Harris any duties, obligations or liability that are greater than are generally imposed on them as a member of our Audit Committee and our Board, and their respective designations as Audit Committee financial experts pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our Audit Committee or Board. Our Audit Committee charter can be found on the Investor Relations section of our website atwww.synchronoss.com~~www.synchronoss.com~~.

~~COMPENSATION COMMITTEE~~Compensation Committee

Our Compensation Committee is comprised of the following four directors: William J. Cadogan (Chair), ~~James M. McCormick,~~ Thomas J. Hopkins, Mohan Gyani and Peter Berger, each of whom is independent, as currently defined in Rule 5605(a)(2) and 5605(d)(2) of the Nasdaq listing standards. Mr. ~~Berger joined the~~

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Waldis also attends Compensation Committee meetings in ~~March 2018 and therefore was~~a non-voting observer capacity but does not ~~involved~~participate in ~~any 2017 compensation decisions. In addition, each~~discussions regarding his own compensation. Each member of our Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "“Exchange Act~~"), and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code~~"”). Our Compensation Committee met 13three times during ~~2017.~~2019. Our Compensation Committee is charged by our Board to:

•

review and approve our compensation strategy and philosophy;

•

review and approve our annual corporate goals and objectives related to executive compensation and evaluate performance in light of these goals;

•

review and approve policies and all forms of compensation and other benefits to be provided to our employees (including our NEOs), including among other things the annual base salaries, bonus, stock options, restricted stock grants and other incentive compensation arrangements;

•

evaluate the ~~CEO's~~CEO’s performance and determine his salary and incentive compensation;

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•

in consultation with the CEO, determine the salaries and incentive compensation of our other executive officers;

•

make recommendations from time to time to our Board regarding non-employee director compensation matters;

•

recommend, for approval by the Board, the adoption or amendment of our equity and cash incentive plans;

•

administer our stock purchase plan and equity incentive plans;

•

oversee the administration of our other material employee benefit plans, including our 401(k) plan; and

•

review and approve other aspects of our compensation policies and matters as they arise from time to time.

A more detailed description of our Compensation ~~Committee's~~Committee’s functions can be found in our Compensation Committee charter, which can be found on the Investor Relations section of our website atwww.synchronoss.com~~www.synchronoss.com~~.

Our Compensation Committee has also established a Key Employee Equity Awards Committee, with our CEO as the sole member, whose purpose is to approve equity awards to our newly hired and current employees, other than executive officers and subject to guidelines previously approved by our Compensation Committee. Our Key Employee Equity Awards Committee acted 1412 times in ~~2017.~~

2019.

In accordance with Nasdaq listing standards, our Compensation Committee, under its charter, may select and retain, and is directly responsible for the appointment, compensation and oversight of, compensation consultants or any other third party to assist in the evaluation of director and officer compensation, as well as any other compensation matters. In addition, our Compensation Committee has the responsibility to consider the independence of these advisers in accordance with applicable

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law and/or Nasdaq listing standards. Our Compensation Committee has retained Deloitte Consulting LLP ("(“Deloitte"”) as its compensation consultant. In ~~2017,~~2019, Deloitte did not perform any services for us other than its services to our Compensation Committee and received no compensation from our Company other than its fees in connection with the ~~firm's~~firm’s retention as our Compensation ~~Committee's~~Committee’s compensation consultant. Our Compensation Committee assessed the independence of Deloitte pursuant to applicable SEC rules and Nasdaq listing standards and concluded that the work of Deloitte has not raised any conflict of interest. Our Compensation Committee considers the information provided by Deloitte when making decisions with respect to compensation matters, along with information it receives from management and its own judgment and experience. ~~Representatives of Deloitte generally attend regular Compensation Committee meetings and meet with our Compensation Committee without management present.~~ Deloitte serves at the discretion of our Compensation Committee and our Compensation Committee approves the fees paid to Deloitte.

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~Compensation Committee Interlocks and Insider Participation

During the year ended December 31, ~~2017,~~2019, William J. Cadogan (Chair), ~~James M. McCormick and~~ Thomas J. Hopkins, Peter Berger and Mohan Gyani served as members of our Compensation Committee. None of the members of our Compensation Committee was an officer or employee of our Company at any time during ~~2017~~2019 and none of the members of our Compensation Committee has ever served as an officer of our Company or had any relationship with us requiring disclosure herein. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

~~NOMINATING/CORPORATE GOVERNANCE COMMITTEE~~

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Nominating/Corporate Governance Committee

The current members of our Nominating/Corporate Governance Committee are: Frank Baker, Peter Berger, William J. Cadogan (Chair) and Thomas J. Hopkins. ~~Messrs. Baker and Berger joined the Nominating/Corporate Governance Committee in February 2018.~~ Our Nominating/Corporate Governance Committee met ~~once~~three times in ~~2017.~~2019. All members of our Nominating/Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). In addition, our Nominating/Corporate Governance Committee:

•

reviews and reports to our Board on a periodic basis with regard to matters of corporate governance;

•

recommends qualified candidates to our Board for election as our directors, including the directors our Board proposes for election by the stockholders at the Annual Meeting and directors nominated by our stockholders;

•

reviews, assesses and makes recommendations on the effectiveness of our corporate governance policies and on matters relating to the practices of directors and the functions and duties of the various Board committees;

•

develops and implements our ~~Board's~~Board’s biennial self-assessment process and works with our Board to implement improvements in their effectiveness;

•

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•: reviews succession plans periodically with our CEO relating to positions held by elected corporate officers;

•
•

reviews and makes recommendations to our Board regarding the size and composition of our Board and the appropriate qualities and skills required of our directors in the context of the then current make-up of our Board and our business; and

•

establishes and periodically reviews stock ownership guidelines for our executive officers and directors.

Our Nominating/Corporate Governance Committee charter can be found on the Investor Relations section of our website atwww.synchronoss.com~~www.synchronoss.com~~.

Our Nominating/Corporate Governance Committee has established procedures for the nomination process and leads the search for, selects and recommends candidates for election to our Board. Consideration of new director candidates typically involves a series of committee discussions, the review of information concerning candidates and interviews with selected candidates. Candidates for nomination to our Board typically have been suggested by other members of our Board or by our executive officers. From time to time, our Nominating/Corporate Governance Committee may engage the services of a third-party search firm to identify director candidates. Our Nominating/Corporate Governance Committee also considers candidates proposed in writing by stockholders, provided those proposals meet the eligibility requirements for submitting stockholder proposals under our amended and restated bylaws, and are accompanied by certain required information about the candidate in accordance with our amended and restated bylaws and organizational documents. Candidates proposed by stockholders will be evaluated by our Nominating/Corporate Governance Committee using the same criteria as for all other candidates. Stockholders may contact the Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder nominations and proposals. For more information pertaining to stockholder proposal, see "“Stockholder Proposals for the Next Annual Meeting."

”

In considering nominees for our Board, our Nominating/Corporate Governance Committee considers each ~~candidate's~~candidate’s independence, personal and professional integrity, financial literacy or other professional or

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business experience relevant to an understanding of our business, ability to think and act independently and with sound judgment and ability to serve our ~~stockholders'~~stockholders’ long-term interests. These factors, along with others considered useful by our Nominating/Corporate Governance Committee, are reviewed in the context of an assessment of the perceived needs of our Board at a particular point in time. As a result, the priorities and emphasis of our Nominating/Corporate Governance Committee and of our Board may change from time to time to take into account changes in our business and other trends and the portfolio of skills and experience of current and prospective directors. Our Nominating/Corporate Governance Committee has not adopted a formal policy regarding the consideration of diversity in identifying director nominees or in searching for new directors.

~~BUSINESS DEVELOPMENT COMMITTEE~~Business Development Committee

The current members of our Business Development Committee are: ~~William J. Cadogan,~~ Thomas J. Hopkins (Chair), William J. Cadogan, Glenn Lurie, Mohan Gyani, Frank Baker, Kristin S. Rinne and Stephen G. Waldis. ~~Mr. Baker joined the Business Development Committee in February 2018.~~ All members of our Business Development Committee other than Messrs. Waldis and Lurie are independent (as independence is currently defined in

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Rule 5605(a)(2) of the Nasdaq listing standards). Our Business Development Committee did not meet in ~~2017.~~2019. Our Business Development Committee reviews certain strategic business development and growth opportunities and recommends those that it determines are in line with our short-term and long-term strategic goals. Our Business Development Committee charter can be found on the Investor Relations section of our website atwww.synchronoss.com~~www.synchronoss.com~~.

~~DIRECTOR COMPENSATION~~Director Compensation

This section provides information regarding the cash & equity compensation policies ~~for~~provided to our ~~non-employee directors and cash amounts paid or equity granted to these~~ directors in ~~2017. Any director~~2019.

Non-Employee Director Compensation Program

Each member of our board of directors who is ~~also~~not an employee of our Company ~~does not receive any additional~~is entitled to the following compensation ~~for service as a director. For 2017,~~pursuant to our non-employee director compensation ~~program consisted of:~~

program:


Compensable Position / Event		Compensation
	~~Compensable Position / Event~~	~~Compensation~~

	Initial Equity Grant		Non-qualified stock option to purchase 30,000 shares⁽¹⁾
	Annual Cash Retainer
	~~Annual Cash Retainer~~	$50,000

	Annual Equity Grant		Equity awards with an aggregate grant date fair value of $200,000 60% in restricted shares⁽¹⁾ 40% in the form of a non-qualified stock option⁽¹⁾

	Committee Chairperson Retainer	~~$20,000 (Audit)~~ ~~$15,000 (Compensation)~~ ~~$10,000 (Nominating/Corporate Governance)~~ ~~$10,000 (Business Development)~~

	~~Committee Member Retainer~~	$20,000 (Audit) $15,000 (Compensation) $10,000 ~~(Audit)~~ ~~$7,500 (Compensation)~~ ~~$5,000~~ (Nominating/Corporate Governance) $~~5,000~~10,000 (Business Development)
	Committee Member Retainer		$10,000 (Audit) $7,500 (Compensation) $5,000 (Nominating/Corporate Governance) $5,000 (Business Development)

(1)

Options and restricted shares vest one-third each year over three years from the grant date.

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Our Compensation Committee annually ~~determines a fixed monetary value of equity awards to be granted to~~reviews the amounts awarded under our non-employee ~~directors~~director compensation program based on their analysis of the competitive range of the equity granted to directors at our peer group companies and other ~~publicly-available~~publicly available information. The actual number of restricted shares and shares underlying stock options is determined based on the grant date fair value of the equity awards. The stock options have an exercise price equal to the closing price reported on Nasdaq of our Common Stock on the grant date. The annual retainer fees are paid to our directors quarterly at the beginning of each quarter. In addition, we currently have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at our Board and Committee meetings.

Executive Chairman Compensation

As Executive Chairman, Stephen G. Waldis received a base salary of $300,000. Mr. Waldis did not receive any cash incentive bonus in 2019. Mr. Waldis did receive an equity grant in 2019 as described below. In addition, in 2019, we leased an automobile (and paid applicable insurance and gas) for Mr. Waldis.

The following table sets forth ~~all of~~ the

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compensation awarded to, earned by, or paid to each person who served as a non-employee director during ~~2017.~~

2019. Mr. Lurie, our Chief Executive Officer and President, receives no compensation for his service as a director, and is not included in the table below.

Name*	Fees Earned or Paid in Cash ($)			All Other Compensation			Stock Awards(1) ($)			Option Awards(2) ($)			Total ($)
Stephen G. Waldis		$	300,000		$	11,889(3)		$	156,754		$	104,503		$	573,146
William J. Cadogan		$	83,333			-0-		$	104,500		$	69,670		$	257,503
Mohan Gyani		$	54,166			-0-		$	104,500		$	69,670		$	228,336
Laurie Harris		$	41,666(6)			-0-			-0-		$	242,700		$	284,366
Thomas J. Hopkins		$	82,500			-0-		$	104,500		$	69,670		$	256,670
James M. McCormick		$	23,958			-0-		$	121,208(4)		$	190,139(4)		$	335,305
Donnie M. Moore		$	29,166			-0-		$	121,208(4)		$	190,139(4)		$	340,513
Kristin S. Rinne		$	60,000			-0-		$	104,500		$	69,670		$	234,170
Robert Aquilina		$	50,000			-0-		$	104,500		$	69,670		$	224,170
Peter Berger(5)		$	62,500			-0-		$	104,500		$	69,670		$	236,670
Frank Baker(5)		$	60,000			-0-		$	104,500		$	69,670		$	234,170

Name*

Fees Earned or
Paid in Cash
($)

Stock Awards
($)(1)

Option
Awards
($)(2)

Total
($)

William J. Cadogan
85,000 119,998 80,004 285,002

Thomas Hopkins
77,500 119,998 80,004 277,502

James McCormick
64,610 119,998 80,004 264,612

Donnie M. Moore
75,000 119,998 80,004 275,002

(1)

~~(1)~~: The amounts in this column reflect the aggregate grant date fair value of the stock awards computed in accordance with FASB ASC Topic No. 718. See Footnote 13 to the financial statements included in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2017~~2019 for a discussion of our assumptions in estimating the fair value of our stock awards.

(2)

~~(2)~~

The amounts in this column reflect the aggregate grant date fair value of the stock options computed in accordance with FASB ASC Topic No. 718. See Footnote 32 to the financial statements included in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2017~~2019 for a discussion of our assumptions in estimating the fair value of our stock option awards.

(3)

Reflects amounts paid for automobile expenses.

(4)

Each of Messrs. McCormick and Moore received a one-time equity grant in consideration of certain consulting services to be provided following such time that they ceased being directors.

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(5)

Each of Messrs. Baker and Berger ~~are excluded from this table~~assigned their compensation to Siris Capital Group.

(6)

Includes $12,500 received by Ms. Harris as they joined the Board in February 2018. Mr. Aquilina is also excluded from this table as he joined the Board in April 2018 and Ms. Rinne is also excluded from this table as she joined the Board in July 2018.

a consultant prior to joining our Board.

~~DIRECTOR STOCK OWNERSHIP GUIDELINES~~

Director Stock Ownership Guidelines

We have established stock ownership guidelines for our directors to retain an equity stake in the Company to more closely align their interests with those of our stockholders. Each director is required to own the number of shares of our Common Stock with a value equal to three times the annual cash retainer for service on our Board. Ownership is calculated annually based on the closing sales price of our Common Stock on Nasdaq for the last trading day in the prior year. Any newly elected director has three years from the date of his or her election to achieve the targeted equity ownership level. As of December 31, ~~2017,~~2019, each of our ~~then serving~~ directors owned at least the number of shares of our Common Stock required by these guidelines based on the price of our Common Stock on such ~~date.~~

date or were within their 3-year accumulation period.

Limitation of Liability and Indemnification

~~LIMITATION OF LIABILITY AND INDEMNIFICATION~~

As permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws provide that we are authorized to (i) enter into indemnification agreements with our directors and officers and (ii) purchase ~~directors'~~directors’ and ~~officers'~~officers’ liability insurance, which we currently maintain to cover our directors and executive officers. The form of indemnification agreement with our directors provides that we will indemnify each director against any and all expenses incurred by that director because of his or her status as one of our directors, to the fullest extent permitted by Delaware law, our restated certificate of incorporation and amended and restated bylaws. In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, but subject to various exceptions, we will advance all expenses incurred by our directors in connection with a legal proceeding. Our restated certificate of incorporation and bylaws contain provisions relating to the limitation of liability and indemnification of directors. The restated certificate of incorporation provides

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that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:

•

for any breach of a ~~director's~~director’s duty in respect of unlawful (i) payments of dividends or (ii) stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law and the breach of a ~~director's~~director’s duty of loyalty to us or our stockholders;

•

for any transaction from which the director derives any improper personal benefit; and

•

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.

Our restated certificate of incorporation also provides that if Delaware law is amended after the approval by our stockholders of our restated certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law. The foregoing provisions of the restated certificate of incorporation are not intended to limit the liability of directors or officers for any violation of applicable federal securities laws. As permitted by Section 145 of the Delaware General Corporation Law, our restated certificate of incorporation provides that we may indemnify our directors to the fullest extent permitted by Delaware law and the restated certificate of incorporation provisions relating to indemnity may not be retroactively repealed or modified so as to adversely affect the protection of our directors.

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~~RISK MANAGEMENT CONSIDERATIONS~~

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Compensation Risk Management Considerations

Each year, our Compensation Committee reviews our compensation practices and policies for all employees, including our NEOs, and assesses whether they have the potential to incentivize employees without taking risks that are reasonably likely to have a material adverse effect on our Company. Since our annual performance-based bonus and equity programs are designed to align our ~~employees'~~employees’ compensation with both our short- and long-term business objectives and performance, and therefore enhance stockholder value, our Compensation Committee believes that our compensation practices and policies discourage behavior that leads to excessive risk-taking. Therefore, our Compensation Committee believes our practices and policies will promote balanced risk management and are not likely to have a material adverse effect on our Company. Set forth below are the key risk-balancing elements of our compensation practices and policies:


Financial Performance Measures
	~~Financial~~ ~~Performance~~ ~~Measures~~		The ranges set for financial performance measures are designed to reward success without encouraging excessive risk taking. Pursuant to our performance-based equity plan, the number of performance-based restricted cash units or shares to be issued is based on our financial performance over a specific period. There are maximum payouts under our cash incentive plan and the performance-based restricted cash units or shares, which help mitigate risk.

	Equity Vesting Periods			Time-based restricted shares typically vest over three years, while stock options typically vest over four years. The performance-based restricted cash units or shares are earned and vest upon determination of the achievement of our performance metrics established for the performance period. The vesting of the equity awards is designed to reward continued service with us, increases in our stock price and achievement of corporate goals designed to enhance stockholder value.
	Equity Retention Guidelines
	~~Equity Retention Guidelines~~		NEOs are required to acquire within five years of becoming an executive officer, and hold while they are executive officers, shares (vested and unvested) having a value of at least three times, or five times in the case of our CEO, their respective base salaries.
		No Hedging
	~~No Hedging~~		Our employees, including our NEOs and all other officers, directors and their designees, are not permitted to enter into any transaction designed to hedge or offset any decrease in the market value of our securities, or having the effect of hedging or offsetting the economic risk of owning our ~~securities.~~securities that have been granted to the officer or director as compensation or held directly or indirectly by the employee or director.

	Financial Restatement, Recoupment and Related Policies		As part of our Code of Business Conduct, we will investigate all reported instances of questionable or unethical behavior of a director, NEO or other employee and, where improper behavior or failure to act is found to have occurred, we will take appropriate action up to and including termination. If an investigation uncovers that an individual has committed fraud or other improper acts that causes our financial statements to be restated or otherwise affected, our Board has discretion to take immediate and appropriate disciplinary action with respect to that individual up to and including termination. Our Board also has discretion to pursue whatever legal remedies are available to prosecute that individual to the fullest extent of the law and may seek to recoup or recover any amounts that he or she inappropriately received as a result of his or her improper actions, including but not limited to any annual or long term incentives that he or she received to the extent the individual would not have received that amount had the improper action not been taken.

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Information about our Executive Officers

The following table sets forth the name, age and position of each of our executive officers as of April 6, 2020. Information as of April 6, 2020 about the number of shares of Common Stock beneficially owned by each of the individuals designated as a NEO, whether held directly or indirectly, appears below under the heading “Equity Security Ownership of Certain Beneficial Owners and Management.”

Name

Age

Current Positions

Glenn Lurie

President, Chief Executive Officer and Director

David Clark

Chief Financial Officer

Jeffrey Miller

Chief Commercial Officer

Mary Clark

Chief Marketing Officer and Chief Products Officer

Ronald J. Prague

Chief Legal Officer and Secretary

Patrick J. Doran

Chief Technology Officer

Kevin Hunsaker

Chief People Officer

Glenn Lurie has served as our President and Chief Executive Officer and a Director since November 2017. Prior to joining Synchronoss, Mr. Lurie held significant leadership and operations positions at AT&T, most recently serving as President and Chief Executive Officer of AT&T’s Mobility and Consumer Operations until his retirement from AT&T in September 2017. Prior to his promotion to President and Chief Executive Officer of AT&T’s Mobility and Consumer Operations, Mr. Lurie served in a number of senior executive roles at AT&T and led the team responsible for negotiating its exclusive U.S. agreement with Apple Inc. to launch the first iPhone in 2007. Mr. Lurie is active in industry associations and within the community. He most recently served as chairman of the board for the Consumer Technology Industry Association in 2016. Mr. Lurie is a member of the Board of Directors of Avis Budget Group, Inc. and serves on the APTIV PLC Advisory Council. Mr. Lurie received a degree in business/marketing from Seattle Pacific University.

David Clark joined Synchronoss as Executive Vice President, Finance in May 2018 and has served as our Chief Financial Officer since August 2018. Mr. Clark was Chief Financial Officer of The Meet Group, a publicly-held company, from 2013 to 2018. Mr. Clark was Chief Financial Officer at Nutrisystem, Inc., a publicly-held company, from 2007 to 2013. Mr. Clark received a degree in accounting from Boston College.

Jeffrey Miller has served as our Chief Commercial Officer since October 2018. Mr. Miller previously served as President of IDEAL Industries Technology Group from December 2017 to October 2018. Prior to IDEAL, Mr. Miller held several senior sales and operations positions at Motorola during a 16-year tenure, most recently as Corporate Vice President and General Manager of Operations in North America for Motorola Mobility, LLC. Mr. Miller received a degree in business from Miami University of Ohio and a master’s degree in Business Administration from The Ohio State University.

Mary Clark joined Synchronoss in January 2018 as our Chief Marketing Officer and Chief Products Officer. Prior to joining Synchronoss, Ms. Clark held various executive positions at Syniverse, Inc. from 2009 to January 2018, including Senior Vice President, Roaming Business Unit as well as Chief Marketing Officer. Ms. Clark received a degree in communications from the University of Delaware.

Patrick J. Doran has served as our Chief Technology Officer since January 2007. Prior to that position, Mr. Doran served in various positions, including Vice President of Research and Development, Chief Architect and Senior Software Engineer, since joining Synchronoss in 2002. Before joining Synchronoss, Mr. Doran was

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a Senior Development Engineer at Agility Communications from 2000 to 2002, member of ~~Contents~~technical staff at AT&T/Lucent from 1996 to 2000 and a Software Engineer at General Dynamics from 1995 to 1996. Mr. Doran received a degree in computer and systems engineering from Rensselaer Polytechnic Institute and a master’s degree in Systems and Industrial Engineering from Purdue University.

Ronald J. Prague has served as our Chief Legal Officer and Secretary since joining Synchronoss in 2006. Before joining Synchronoss, Mr. Prague held various legal senior positions with Intel Corporation from 1998 to 2006, including as Group Counsel for Intel’s Communications Infrastructure Group. Prior to joining Intel, Mr. Prague practiced law with the law firms of Haythe & Curley (now Torys LLP) and Richards & O’Neil (now Morgan, Lewis & Bockius LLP). Mr. Prague received a Juris Doctor from Northwestern Pritzker School of Law and received a degree in business administration and marketing from Cornell University.

Kevin Hunsaker has served as our Chief People Officer since joining Synchronoss in March 2016 in connection with our acquisition of Openwave Messaging, Inc. (“Openwave”). Prior to joining Synchronoss, Mr. Hunsaker was General Counsel and Vice President of Human Resources of Openwave from July 2015 until Synchronoss’ acquisition of Openwave. Prior to Openwave, Mr. Hunsaker was Vice President of Human Resources at Deem, Inc. from 2011 to 2015. Mr. Hunsaker received a Juris Doctor from Golden Gate University and a degree in economics from the University of California, Davis.

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Compensation of Executive Officers

Compensation Discussion and Analysis

This section discusses our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for our Named Executive Officers (our ~~"NEOs"~~“NEOs”) for the fiscal year ended December 31, ~~2017 and constitutes~~2019. The table below sets forth our NEOs for ~~2017:~~

2019:


Named Executive Officer
	~~Named Executive Officer~~	Title as of December 31, ~~2017~~2019
	Glenn Lurie⁽¹⁾		Chief Executive Officer, President and Director
		David Clark
	~~Stephen G. Waldis~~⁽¹⁾	~~Executive Chairman, Former~~ Chief ~~Executive~~Financial Officer ~~and Founder~~

	~~Ronald Hovsepian~~⁽¹⁾	~~Former Chief Executive Officer~~

	~~Lawrence Irving~~⁽²⁾	~~Chief Financial Officer~~

	~~John Frederick~~⁽²⁾	~~Former Chief Financial Officer~~
Patrick Doran		Chief Technology Officer
	~~Karen Rosenberger~~⁽²⁾	~~Former Chief Financial Officer~~

	~~Robert E. Garcia~~	~~Chief Commercial Officer~~

	~~Christopher S. Putnam~~⁽³⁾	~~Former President and General Manager, Americas~~

	~~Daniel Rizer~~⁽⁴⁾	~~Former Chief Strategy Officer~~
	Mary Clark		Chief Marketing Officer and Chief Products Officer
	Jeffrey Miller		Chief Commercial Officer

~~(1)~~: ~~On January 19, 2017, we acquired all of the outstanding shares of common stock of Intralinks Holdings Inc. (the "Intralinks Transaction~~") and Intralinks became a wholly owned subsidiary of our Company. Upon the closing of the Intralinks Transaction, we appointed Ronald W. Hovsepian as Synchronoss' Chief Executive Officer and a member of our Board. In addition, on January 19, 2017, Stephen G. Waldis resigned from his position as Chief Executive Officer of our Company and was appointed our Executive Chairman of the Board. Mr. Hovsepian resigned as our Chief Executive Officer on April 27, 2017, and Mr. Waldis was again appointed as our Chief Executive Officer. Mr. Waldis remained as our Chief Executive Officer until November 13, 2017 when Mr. Lurie was appointed as our Chief Executive Officer and Mr. Waldis was re-appointed our Executive Chairman.
~~(2)~~: Ms. Rosenberger resigned as Executive Vice President and Chief Financial Officer effective February 27, 2017. Ms. Rosenberger remained employed with us through April 1, 2017. Mr. Frederick served as our Chief Financial Officer from February 27, 2017 until he resigned on April 27, 2017 at which time Mr. Irving was appointed as our Chief Financial Officer. Mr. Irving retired as our Chief Financial Officer on August 9, 2018 at which time Mr. David Clark was appointed as our Chief Financial Officer.
~~(3)~~: ~~Mr. Putnam resigned as President and General Manager, Americas, effective June 30, 2018 and is no longer employed by our Company.~~
~~(4)~~: ~~Mr. Rizer resigned as Chief Strategy Officer, effective March 31, 2018, and is no longer employed by our Company.~~

Executive Summary

Our executive compensation philosophy and programs are designed to attract, retain and motivate high-quality executives who possess the diverse skills and talents required to help us achieve our short and long-term financial and strategic goals. Our executive compensation programs are designed to foster a performance-oriented culture that aligns our ~~executives'~~executives’ interests with those of our stockholders over the long term. To provide for this alignment of interests, our compensation programs provide that over 80% of our CEO’s and an average of approximately 75% of our ~~CEO's and 69% of our NEOs'~~NEOs’ targeted compensation is tied to long-term, equity-based incentives. By tying a majority of our ~~NEOs'~~NEOs’ targeted compensation to equity-based incentives, our ~~NEOs need~~common stock’s value needs to increase ~~our common stock's value~~ in order for our NEOs to realize any value related to our Company’s stock options or increase in value related to our restricted shares, and our Company needs to hit certain financial and strategic metrics in order for our NEOs to vest in the shares underlying our performance-based restricted ~~stock.~~shares or cash units. In an effort to further provide for performance-based

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equity awards, approximately ~~66%~~65% of the total ~~2017~~2019 equity grants to each of our NEOs, other than our CEO, are either options to purchase our common stock or ~~restricted stock~~cash units subject to a performance-based vesting. Accordingly, we believe that the compensation of our NEOs is both appropriate for, and responsive to, the goal of improving ~~shareholder~~stockholder value, as the majority of each ~~NEO's~~NEO’s compensation is allocated to performance-based incentives.

In 2017, we experienced changes in our business strategy, various management changes, and the acquisition and subsequent divestiture of Intralinks, and the divestiture of our activation exception handling business in December 2016. Our Compensation Committee discussed with Deloitte, our independent compensation consultant, alternative methods of granting compensation to our NEOs in light of these significant items. Accordingly, our Compensation Committee, with the recommendation of Deloitte, made various modifications to our historical executive compensation plans, due to the difficulty to forecast the Company's performance in future years, as further described below. For example, the 2017-2019 long-term incentive plan was revised to only include metrics for 2017, which ultimately resulted in our NEOs receiving no payment under this plan as a result of our financial results for 2017. Our 2015-2017 long-term incentive plan and 2016-2018 long term incentive plans were also modified to account for these changes, and as a result the NEOs have and will receive reduced amounts under these plans. In 2018, our Compensation Committee approved the 2018-2020 long-term incentive plan, which is based on the Company's financial performance over a three-year period.

In addition, in recognition of the uncertainty related to the significant shift in our business strategy in the middle of 2017, changes in our senior leadership team and to retain our NEOs and certain other key employees, which our Compensation Committee believed were important to the Company's future success, our Compensation Committee approved an executive retention bonus plan. The executive retention bonus plan provides our NEOs and other senior executive officers with an opportunity to earn cash and equity incentives provided the NEO is continuously employed by the Company (unless terminated by the Company without cause) through July 2019. Additionally, to incentivize the executives to enhance shareholder value, additional incentives were built in to the plan to reward the NEOs for the growth of the price of our common stock. Both Mr. Waldis, who was our CEO when the retention bonus plan was adopted in July 2017, and Mr. Lurie do not participate in the retention bonus plan.

In November 2017, we hired Glenn Lurie, a long-term executive at AT&T, as our new CEO, replacing Stephen Waldis who was our interim CEO after Ronald Hovsepian left the Company. At the time of hiring, Mr. Lurie had several alternative career opportunities based on the competitive landscape and his unique skill set and, as a result, the Board approved a compensation package above the 50th percentile of CEO's at our peer group companies, including a one-time special grant of 1,000,000 stock options with the intent to increase our shareholder value. We believe hiring Mr. Lurie as our CEO was a key move towards moving the Company in the right direction for long-term growth and therefore we believe his compensation was commensurate with his experience and contributions he will make towards the Company's future.

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~~2017~~2019 Compensation Program Highlights

Our executive compensation program is designed to attract, retain and motivate high-quality executives and drive the creation of long-term ~~shareholder~~stockholder value by tying a significant portion of ~~executives'~~our executives’ compensation to Company and individual performance. Our compensation philosophy and programs are designed to achieve the following objectives:


Pay for Performance
	~~Pay for~~ ~~Performance~~	Provide a strong relationship of pay to performance through: • Performance-based cash bonus tied primarily to achievement of corporate short-term financial goals and individual performance. • ~~Equity~~ Long term incentive awards that deliver value based on the performance of our Common Stock and ~~in the case of performance-based stock awards,~~ the achievement of pre-determined, objective financial and business goals.

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		Emphasis on Variable Compensation				• Total compensation is heavily weighted toward incentive compensation (i.e., annual cash bonuses and long-term equity incentives). • Annual performance-based cash bonuses focus our NEOs on key short-term financial, ~~goals.~~ • ~~Stock options~~strategic, and ~~time-based and performance-based restricted shares incentivize~~individual goals. • Long-term incentives focus our NEOs ~~to focus~~ on sustainable, long-term stockholder value creation. The value realized by our NEOs depends substantially on our long-term performance, achievement of our financial and strategic goals and the value of our Common Stock, which we believe aligns our ~~NEOs'~~NEOs’ interests with the long-term interests of our stockholders.
		Fixed Compensation Component
		~~Fixed~~ • ~~Compensation~~ ~~Component~~				• Provide base salary based on our Compensation ~~Committee's~~Committee’s general understanding of current competitive compensation practices, ~~corporate achievement,~~ our ~~NEO's~~NEO’s role and responsibilities, length of tenure, internal pay equity, and individual and Company performance.

The following highlights some of the key components of our pay for performance policies and practices:


At-Risk Compensation
	~~At-Risk Compensation~~		A majority of the compensation of our CEO and our other NEOs is ~~"at-risk"~~“at-risk” and tied to Company performance over the short- and/or long-term.
	Incentive Award Metrics
	~~Incentive Award Metrics~~		~~Establish and approve difficult to achieve objective~~Objective incentive award metrics tied to key Company performance ~~indicators.~~indicators are established and approved at the beginning of the performance period.
	Performance Long-Term Incentives
	~~Performance Equity Plan~~		The number of performance-based restricted cash units or shares earned is based on our financial performance over a specified period, aligning our ~~NEOs'~~NEOs’ interests with the long-term interests of our stockholders.
	Time-Based Equity Vesting
	~~Time-Based Equity Vesting~~		Equity awards subject to time-based vesting vest ~~incrementally~~ratably over three or four years to promote retention.

	Stock Ownership Guidelines		Maintain stock ownership guidelines to support the alignment of interests between our NEOs and stockholders.
	No Hedging
	~~No Hedging~~		Prohibition of hedging exposure of, or interest in, our Common Stock.
		No Pledging		Prohibition of pledging our Common Stock.
	Financial Restatement, Recoupment and Related Policies		We will investigate all reported instances of questionable or unethical behavior of a director, NEO or other employee and, where improper behavior or failure to act is found to have occurred, we will take appropriate action up to and including termination. Our Board has discretion to pursue whatever legal remedies are available to prosecute that individual to the fullest extent of the law and may seek to recoup or recover any amounts that he or she inappropriately received as a result of his or her improper actions, including but not limited to any annual or long term incentives that he or she received to the extent the individual would not have received that amount had the improper action not been taken.

Our Compensation Committee oversees the design and administration of the compensation ~~programs for all~~of our ~~employees,~~NEOs and certain other executive officers, with an enhanced focus on the individual compensation of our NEOs. For ~~2017,~~

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2019, our CEO assessed the performance of our NEOs (other than himself), consulted with other members of management, including ~~the~~our Executive Chairman and our compensation consultant, and made recommendations to our Compensation Committee regarding the amount and the form of the compensation of our NEOs and other key employees, including the performance goals, weighting of goals, and equity compensation awards of our NEOs. Our CEO was not present during discussions regarding his compensation.

~~2017 Executive Compensation Program~~

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2019 Executive Compensation Program

Cash Incentive Compensation

For our ~~NEOs'~~NEOs’ Annual Cash Incentive Bonuses in ~~2017,~~2019, our Compensation Committee approved the following metrics:

•

~~25%~~

40% based on non-GAAP revenue ~~of our Company~~ for ~~2017;~~2019;

•

30% based on non-GAAP EBITDA for ~~2017;~~2019;

•

~~25% based on non-GAAP recurring revenue for 2017; and~~

•

20% based on ~~free cash flow~~the number of new customer deals with a contribution margin of greater than 30% and a minimum total contract value (“TCV”) of $1,000,000 for ~~2017.~~

2019; and

•

10% based on the specific performance of each NEO as determined by the CEO.

In addition, each NEO had the opportunity to earn another 10% of his or her annual bonus target if our Company entered into at least six new digital experience platform (“DXP”) deals with a combined TCV of $10,000,000 in 2019. Our Compensation Committee believes that non-GAAP revenue, non-GAAP EBITDA ~~non-GAAP recurring revenue~~ and ~~free cash flow~~entering into large strategic transactions with companies are ~~four~~ metrics that ~~accurately value our Company on both a short- and long-term basis and~~ are targeted to emphasize strong growth on gross revenue and managing expenses. Based on the feedback received as part of our stockholder outreach program, several of these are the key metrics many of our stockholders use in their valuation of our Company. As such, ~~all of our NEOs are focused on growing non-GAAP revenue, non-GAAP EBITDA, non-GAAP recurring revenue and free cash flow, which~~ we believe isour bonus goals for NEOs are aligned with our ~~stockholder's~~stockholders’ perspective on our ~~Company's~~Company’s ability to grow and succeed in the short- and long-term. For Mr. Putnam, due to his role as President, General Manager of Americas, 40% of his 2017 Annual Cash Incentive Bonus was to be based on the above Company objectives, and 20% based on each of the non-GAAP revenue, non-GAAP EBITDA and recurring revenue of the Company's Americas operations other than the Enterprise Business Unit ("~~EBU") which he does not support.~~

Long-term Incentive Compensation

Our Compensation Committee awards time-based restricted shares, stock options and performance-based restricted cash units or shares to our NEOs as the long-term incentive compensation component of their ~~compensation, targeting an~~compensation. The annual mix ~~of one-third for each of these types of equity awards (based on grant date fair value). The~~and number of stock options, target number of performance-based restricted cash units or shares and number of time-based restricted shares granted to our NEOs is based on our Compensation ~~Committee's~~Committee’s general understanding of ~~competitive~~ pay practices at our ~~CEO's~~peer group, our CEO’s recommendations (except for his ~~own)~~own equity grants) and other factors it deemed appropriate.

~~2015-2017~~

2019-2021 Performance ~~Shares~~

Units

Our ~~2015-2017~~2019 long-term equity incentive plan was ~~originally~~ designed to reward financial and strategic performance during a three-year period from ~~2015~~2019 through ~~2017,~~2021, and the restricted ~~shares~~cash units granted under the long-term incentive plan (the "“~~2015-2017~~2019-2021 Performance ~~Shares~~Units~~") were originally to be earned and vest based on achievement of pre-determined performance criteria during that period.~~

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In 2017, we experienced changes in our business strategy, various management changes and our acquisition of Intralinks and the divestiture of our activation exception handling business in December 2016. Our Compensation Committee discussed with Deloitte, our independent compensation consultant, alternative methods of granting compensation to our NEOs and measuring performance for open performance awards in light of these significant items. Accordingly, in 2017, our Compensation Committee, with the recommendation of Deloitte, agreed to modify the 2015-2017 long-term equity incentive plan by basing the performance metrics solely on our Company's performance in 2015 and 2016. Our NEOs were still required to remain employed by the Company through February 2018 in order to vest in the shares. Our Compensation Committee approved the following revised performance metrics for the 2015-2017 Performance Shares:

•: ~~60% are earned based on the non-GAAP revenue of our Company in 2015 and 2016;~~
•: ~~30% are earned based on the non-GAAP EBITDA as a percentage of non-GAAP revenue of our Company in 2015 and 2016; and~~
•: ~~10% are earned based on the revenue of our Cloud business in 2015 and 2016.~~

~~2016-2018 Performance Shares~~

Our 2016 long-term equity incentive plan was originally designed to reward financial and strategic performance during a three-year period from 2016 through 2018, and the restricted shares granted under the 2016 long-term incentive plan (the "~~2016-2018 Performance Shares~~") were originally to be earned and vest based on achievement of pre-determined performance criteria during that period. In 2017, for the same reasons discussed above, our Compensation Committee, with the recommendation of Deloitte, agreed to modify the 2016-2018 long-term equity incentive plan by approving that (i) one-third of the 2016-2018 Performance Shares would be awarded based on our Company's performance in 2016 and (ii) two-thirds of the 2016-2018 Performance Shares would be awarded based on our Company's future performance in 2017 and 2018. Our NEOs are required to remain employed by the Company through February 2019 in order to vest in the shares. Our Compensation Committee approved the following revised performance metrics for the 2016-2018 Performance Shares:

~~For 2016, the Committee kept the metrics the same percentage as originally approved:~~

•: ~~60% are earned based on the non-GAAP revenue of our Company in 2016;~~
•: ~~30% are earned based on the non-GAAP EBITDA as a percentage of non-GAAP revenue of our Company in 2016; and~~
•: ~~10% are earned based on the EBU non-GAAP revenue.~~

~~For 2017 and 2018, the Committee revised the percentages as follows:~~

•: ~~40% are earned based on the non-GAAP revenue of our Company in 2017 and 2018;~~
•: ~~40% are earned based on the non-GAAP EBITDA as a percentage of non-GAAP revenue of our Company in 2017 and 2018; and~~
•: ~~20% are earned based on the recurring revenue in 2017, and provided that the Committee had discretion to determine an appropriate 2018 metric.~~

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~~2017-2019 Performance Shares~~

Our 2017 long-term equity incentive plan is designed to reward financial and strategic performance during the twelve-month period ended December 31, 2017, and the restricted shares granted under the 2017 long-term incentive plan (the "~~2017-2019 Performance Shares~~"”) are earned and vest based on achievement of pre-determined performance criteria during that period. Although in prior years, the executive long-term incentive plan was based on a three-year period, for the same reasons discussed above, in 2017, our Compensation Committee approved that the 2017-2019 Performance Shares be based on the following performance metrics based only on the financial performance of our Company in 2017 and not over a three-year period. TheOur NEOs ~~were~~are required to remain employed by our Company through ~~March 2019 and 2020~~February 2022 in order to vest in the ~~shares:~~

cash units. Our Compensation Committee approved the following performance metrics for the 2019-2021 Performance Units:

•

40% are earned based on the non-GAAP revenue in the three-year period of ~~our Company for the year ended December 31, 2017;~~2019 to 2021;

•

40% are earned based on the non-GAAP EBITDA in the three-year period of 2019 to 2021; and

•

20% are earned based on achievement of revenue diversity (as described below), the strategic initiative of the Company, for the ~~year ended December 31, 2017; and~~

•

20% are based on recurring revenue for the year ended December 31, 2017 (provided that if the non-GAAP revenue metric was not met, executives would not be eligible for any shares solely based on the recurring revenue metric).

~~In 2018, the Compensation Committee approved the 2018-2020 long term incentive plan which is based on the Company's financial performance over a~~ three-year ~~period.~~

~~2017~~period of 2019 to 2021.

2019 Say on Pay Vote

At our ~~2017~~2019 Annual Meeting of Stockholders, approximately 96% of the shares voted were cast in favor of the advisory vote on executive compensation. We continuously strive to improve the level of stockholder support for our executive compensation program and, in ~~2017,~~2019, met with several of our largest stockholders

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and solicited their feedback on our executive compensation policies. We have ongoing dialogue with our stockholders throughout the year on matters related to executive compensation, and our programs reflect feedback provided through these discussions. Our Compensation Committee ~~evaluate~~evaluates our executive compensation program each year with the goal of ensuring it is in line with our ~~stockholders'~~stockholders’ interests. We encourage stockholders to take into account the continuous changes to our executive compensation program ~~over the last several years~~ in considering the advisory vote presented below including ~~among other things, designing a~~adding new ~~updated compensation philosophy, adding different performance~~ metrics ~~for~~to both our ~~short-~~short-term and long-term compensation plans, adding non-financial metrics to our short-term incentive ~~plans, enhancing our executive stock ownership guidelines~~plan and meeting with stockholders as part of our annual stockholder outreach program.

~~Compensation Consultant~~

~~Our~~ Compensation ~~Committee's~~Consultant

Upon request, our Compensation Committee’s compensation consultant, Deloitte Consulting LLP (“Deloitte”), generally attends regular Compensation Committee meetings and meets with our Compensation Committee without management present. Deloitte has been our compensation consultant since 2013. When making decisions with respect to compensation matters and, in an effort to gain a better understanding of the competitive landscape, our Compensation Committee considers various analyses prepared by its compensation consultant, along with information it receives from management and its own judgment and experience. ~~Since 2013, our compensation consultant has been Deloitte Consulting LLP ("Deloitte").~~

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Peer Group

Our Compensation Committee generally reviews executive compensation survey and proxy data from technology companies that have similar software/services business models or operate in the mobile networking space, are of similar financial size and are representative of the organizations with which we compete with for our executive talent. Our Compensation Committee, based in part on advice from Deloitte, identified and approved the following companies that fit some or all of these criteria as our peer group for purposes of ~~2017~~assisting in benchmarking our 2019 executive compensation decisions:

8x8 Inc.

Hubspot, Inc.

QAD, Inc.

~~Blackbaud, Inc.~~

~~Guidewire Software Inc.~~

~~NeuStar, Inc.~~

Bottomline Technologies, Inc.

~~Interactive Intelligence Group,~~

Imperva, Inc.

~~Pegasystems,~~

RingCentral, Inc.

~~BroadSoft, Inc.~~

~~J2 Global, Inc.~~

~~Progress Software Corp.~~

Box, Inc.

Manhattan Associates, Inc.

Shutterstock, Inc.

Carbonite Inc.

MicroStrategy, Inc.

Twilio, Inc.

CommVault Systems, Inc.

~~LogMeIn,~~

PegaSystems, Inc.

~~Proofpoint~~

Yext, Inc.

Cornerstone OnDemand, Inc.

~~Medidata Solutions,~~

Progress Software Corporation

Zendesk, Inc.

~~The Ultimate Software Group~~

~~Fleetmatics Group PLC~~

~~MicroStrategy,~~FireEye Inc.

~~Infoblox, Inc.~~

Proofpoint, Inc.

~~Our peer group was updated in October 2016 to reflect the acquisition of SolarWInds, Inc. in the same year.~~

Our Compensation Committee ~~added Broadsoft,~~reviewed the companies in our 2018 peer group in early 2019 in connection with its determination of the companies in our peer group for 2019 executive compensation decisions and as a result eliminated Blackbaud, Inc., ~~Infoblox,~~BroadSoft, Inc., Guidewire Software, Inc., J2 Global, Inc., LogMein, Inc., Medidate Solutions, Inc. and ~~Proofpoint,~~The Ultimate Software Group, Inc. ~~as peer group companies~~and added Box, Inc., Carbonite, Inc., FireEye, Inc., Hubspot, Inc., Manhattan Associates, Inc., QAD, Inc., Twilio, Inc., Yext, Inc. and Zendesk, Inc. based on the similarities of their business offerings, financial profile, market capitalization and profitability with those of our Company. As a result of these changes, we believe the peer group utilized for purposes of ~~2017~~2019 executive compensation decisions was representative of companies that we compete with for executive talent. When making compensation decisions for our NEOs, our Compensation Committee also reviews published survey and peer group compensation data for other software/services ~~companies. As we continue to grow~~companies or companies that operate in the same space as ~~a company, competitive~~our Company. Competitive market practices ~~become~~are an ~~increasingly~~ important factor in our Compensation ~~Committee's~~Committee’s decision-making process, although ~~the Committee's~~its decisions are not entirely based upon these ~~factors and it is not bound by any target specific compensation levels derived from peer group data.~~factors. Rather, our Compensation Committee reviews and considers the peer group

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and other survey data to obtain a general understanding of current competitive compensation practices. Additionally, by reviewing the peer group and survey compensation data ~~allows~~enables our Compensation Committee to accomplish our goal of paying our NEOs what is appropriate and necessary to attract and retain qualified and committed executives while incentivizing achievement of our corporate goals ~~while~~and conserving cash and equity.

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Principal Elements of Compensation

Our executive compensation program has the following principal elements: base salary, annual cash incentive bonuses, ~~equity~~long-term incentive awards and severance, and change in control benefits. For base salary, annual cash bonuses and ~~equity~~long-term incentive awards for our executive officers, our ~~Company's~~Company’s compensation philosophy generally is to evaluate individual experience and contribution, as well as corporate performance, and then ~~factor in~~consider competitive market analysis. The markets we are serving are narrow and highly competitive for large-scale implementations leveraging unique technologies. With respect to all compensation components, we generally ~~target pay to be competitive with~~use the median compensation of our peer group and the markets for which we compete for ~~talent.~~talent as the starting point for the compensation decision making process. We seek to drive our Company to over-perform the market in the long term, and we believe that to ensure an appropriate pay-for-performance alignment, it may be appropriate for our Compensation Committee to approve compensation levels for individual executives that may be above or below target pay for similar positions based on experience, individual contribution and corporate performance. Additionally, our Compensation Committee may exercise discretion to issue one-time equity awards where appropriate to ensure alignment with key strategic business initiatives. The following table ~~sets forth~~describes the primary compensation elements used by our Company and the objectives of each element:


	Base Salary
	~~Base Salary~~	Objective:
		Our Compensation Committee sets base salaries with the intent to attract and retain ~~executives,~~NEOs, reward satisfactory performance and provide a minimum, fixed level of cash compensation to compensate NEOs for their day-to-day responsibilities.
•		Key Features:
		•	~~Executive~~NEO base salaries are initially determined as a result of negotiation between the executive and our management in consultation with, and subject to the approval of, our Compensation Committee.
		•	Our Compensation Committee reviews base salaries annually and has discretion to provide increases based on our Compensation ~~Committee's~~Committee’s understanding of current competitive pay practices, promotions, our ~~CEO's~~CEO’s recommendation (except for his own salary), changes in responsibilities and performance, annual budget for increases, our overall financial and operational results, the general economy, length of tenure, ~~and~~ internal pay equity and other factors our Compensation Committee deems appropriate.
Process: •		~~Process:~~
		•	At the end of each calendar year, our CEO recommends base salaries for ~~executives~~NEOs other than himself for the following calendar year.
		•	Our Compensation Committee reviews proposed base salary changes with input from its compensation consultant.
		•	Our Compensation Committee approves annual base salaries for our NEOs.
		•	Our Compensation Committee reports base salary determinations to our full Board.

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Annual Cash
Incentive Bonus

~~Table of Contents~~



	~~Annual Cash~~	Objective:
	~~Incentive Bonus~~	Annual cash incentive bonuses are awarded under a performance-based compensation program and are designed to align the interests of our NEOs and stockholders by providing compensation based on the achievement of pre-determined corporate and/or business goals and individual performance.
		Key Features:		•
		•	Each year, the target bonus for each NEO is set by our Compensation Committee based on each ~~NEO's~~NEO’s employment agreement provisions, our ~~CEO's~~CEO’s recommendation (except for his own target), internal pay equity, our Compensation ~~Committee's~~Committee’s general understanding of current competitive pay practices and other factors it deems appropriate.
		•	The incentive compensation for our NEOs ~~other than Mr. Putnam~~ is based on achievement of certain objective corporate, financial, strategic and individual goals established and approved by our Compensation Committee at the start of the year. Because Mr. Putnam is President, General Manager of Americas, our Compensation Committee determined that 40% of his cash incentive bonus would be determined based on the Company metrics, with the remaining 60% of his cash incentive bonus determined based on business unit performance for the units he supports.
		•	If we achieve results that are below certain threshold levels, these NEOs receive no cash incentive bonus, while results that are above certain threshold levels result in cash incentive bonuses above target levels.
Process: •		~~Process:~~
		•	Our Compensation Committee participates in our ~~Board's~~Board’s review of our annual operating plan atin the beginning of the year.
		•	Our CEO recommends bonus targets as a percentage of base salary for each NEO other than himself.
		•	Our management recommends financial and other performance measures, weightings and ranges.
		•	Our Compensation Committee reviews proposed bonus targets, performance measures and ranges provided by management and, with input from its compensation consultant, approves bonus targets, performance measures and ranges that it believes establish appropriately challenging goals.
		•	After the end of the ~~fiscal~~calendar year, our management presents ~~the Company's~~our Company’s financial results to our Board.
		•	Our CEO recommends the individual component award for our NEOs other than himself.
		•	Our Compensation Committee reviews the results and determines whether to make any adjustments to the recommendations and then approves each ~~NEO's~~NEO’s bonus award.
		•	Our Compensation Committee reports bonus award determinations to our full Board.

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Long-Term
Incentive Awards

Objectives:

~~Table of Contents~~



~~Equity Awards~~	~~Objectives:~~
	Our Compensation Committee structures ~~equity~~long-term incentive awards to align our ~~NEOs'~~NEOs’ interests with those of our stockholders, support retention and motivate NEOs to achieve our financial, strategic and operational goals. ~~Equity~~Long-term incentive awards include stock options and time-based and performance-based restricted cash units or shares.
	Key Features:		•
	•	Our Compensation Committee grants stock options and time-based and performance-based restricted ~~shares~~cash units to our NEOs with the grant date fair value based on our Compensation ~~Committee's~~Committee’s general understanding of current competitive pay practices, our ~~CEO's~~CEO’s recommendation (except for his own awards), ~~recommendations~~input from our compensation consultant, internal pay equity, evaluation of each ~~NEO's~~NEO’s performance, and other factors our Compensation Committee deems appropriate.
	•	~~Long-term~~ Our Compensation Committee allocates long-term incentive awards ~~are allocated as follows,~~among stock options, time-based restricted shares and performance-based cash units based on grant date fair value (with vesting terms that generally extend up to four years):
		~~o One-third stock options~~
		~~o One-third time-based restricted shares~~
		~~o One-third performance-based restricted shares~~
		~~Our Compensation Committee believes this mix provides~~ with the intent to provide NEOs with a balanced retention and performance opportunity and serves to closely align our ~~NEOs'~~NEOs’ long-term objectives with those of our stockholders.
	•	In 2019, our Compensation Committee again decided to grant performance-based cash units rather than shares and retained the discretion to settle the cash units in either cash or shares of our Common Stock at vest in an effort to protect against potential dilution. Each performance-based ~~restricted share award~~cash unit has a target number of ~~shares~~cash units to be earned following completion of a specific performance period based on the achievement of certain pre-established Company performance ~~criteria.~~objectives. These performance-based ~~restricted shares~~cash units will be earned upon the completion of the specific performance period if the relevant performance ~~criteria~~objectives are achieved and typically vest based on continued service after a three-year period. At the time that each performance-based cash unit vests, our Compensation Committee has discretion to either (i) pay cash equal to the product of the closing price of our Common Stock on the date the cash units vest or (ii) issue one share of our Common Stock for each performance-based cash unit.
	~~Process:~~

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	Process: •	In the first fiscal quarter, our CEO recommends grant date fair ~~values~~value of awards for executives other than himself.
	•	Our Compensation Committee reviews proposed performance measures and ranges provided by management and competitive market data from our peer group and, with input from its compensation consultant, approves performance measures and ranges that it believes establish appropriately challenging goals.
	•	Our Compensation Committee approves the number of time-based ~~shares underlying~~ stock options and the target number of time-based restricted shares and performance-based ~~restricted shares~~cash units granted to our NEOs.
	•	Our Compensation Committee reports equity award determinations to our full Board.
	•	~~Our~~ At the end of the relevant performance period, our Compensation Committee reviews the Company’s financial performance ~~of our Company~~ for the relevant performance period and determines the amount of earned ~~shares.~~cash units that are subject to performance-based vesting.
Severance and Change in Control Benefits

Objective:

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~~Severance and~~	~~Objectives:~~
~~Change in~~ ~~Control~~ ~~Benefits~~	Severance and change in control benefits are included in each ~~NEO's~~NEO’s employment agreement or employment plan in order to promote stability and continuity of our senior management team in the event of a potential change in control and/or an involuntary termination. Our Compensation Committee believes these provisions help to align our ~~NEO's~~NEO’s interests appropriately with those of our stockholders in these scenarios.
	Key Features:		•
	•	Events triggering payment require a termination of our ~~NEO's~~NEO’s employment by our Company without cause or by ~~the executive~~our NEO for good reason. ~~Executives~~NEOs are entitled to enhanced benefits if the qualifying termination occurs during a specified period following a change in control (i.e., double-trigger).
	•	Change in Control benefits do not include any excise tax gross-ups.
	•	Our Compensation Committee has determined these termination-related benefits are appropriate to preserve productivity and encourage retention in the face of potentially disruptive circumstances. These arrangements also include restrictive covenants that help protect our Company from competition and solicitation of employees and customers.
	•	Each NEO will only be eligible to receive severance payments if he or she signs a general release of claims against our Company following an eligible termination.

Chief Executive Officer Compensation

~~During~~

In November 2017, there were several changes in our executive management team. In connection with the Intralinks Transaction, Mr. Waldis stepped down as our Chief Executive Officer on January 19, 2017 and was appointed Executive Chairman of our Board and Mr. Hovsepian was appointed as our Chief Executive Officer. When Mr. Hovsepian resigned as our Chief Executive Officer on April 27, 2017, Mr. Waldis was again appointed as our Chief Executive Officer and served in that role until November 13, 2017. On November 13, 2017, Mr.we hired Glenn Lurie, ~~was appointed as our Chief Executive Officer and Mr. Waldis remained as Executive Chairman of our Board. Mr. Lurie was~~ a long-term executive at AT&T, ~~and at~~as our new CEO, replacing Stephen Waldis. At the time of hiring, heMr. Lurie had several alternative career opportunities based on the competitive landscape and his unique skill set and, as a result, our Board approved a compensation package above the 50th percentile of ~~CEO's~~CEOs at our peer group companies, including a one-time special grant of 1,000,000 stock ~~options.~~options with the intent to increase our stockholder value. We believe hiring Mr. Lurie as our CEO was a key move towards moving the Company in the right direction for long-term growth, and

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therefore we believe his compensation was commensurate with his experience and contributions he will make towards ~~our Company's~~the Company’s future.

~~Table of Contents~~

Pay Mix

In keeping with our results-driven culture, our Compensation Committee expects our NEOs to deliver superior performance in a sustained fashion and believes that a substantial portion of their overall compensation should be at-risk and tied to our ~~short-term~~short- and long-term performance. As shown below, ~~75%~~approximately 84% of our ~~CEO's~~CEO’s targeted compensation and ~~69%~~an average of approximately 75% of the ~~average~~ targeted compensation of our other NEOs for ~~2017~~2019 was tied to long-term ~~equity-based~~term incentives.

~~2017~~

2019 Compensation Decisions

In determining the criteria for our ~~NEOs'~~NEOs’ incentive compensation, our Compensation Committee considers a variety of factors, including alignment of our ~~NEOs'~~NEOs’ compensation with our ~~stockholders'~~stockholders’ returns, and from time to time may adjust these factors or performance metrics based on our ~~Company's fundamental transactions.~~Company’s transactions or the occurrence of unknown or unexpected events during the applicable measurement period. On the corporate level, our Compensation Committee selected non-GAAP revenue, non-GAAP EBITDA ~~non-GAAP recurring~~and revenue diversity and ~~free cash flow, four~~our entering into strategic agreements, metrics that our Compensation Committee believes appropriately ~~values~~value our Company on both a short- and long-term basis and are targeted to emphasize strong growth on gross revenue while also managing our earnings per share. Based on feedback received as part of our stockholder outreach program, several of these are also the key metrics we believe our stockholders use in their valuation of our Company. As a result, our NEOs are focused on growing non-GAAP revenue, non-GAAP EBITDA, ~~non-GAAP recurring~~ revenue diversity and ~~free cash flow,~~entering into strategic agreements, which we believe is aligned with our ~~stockholders'~~stockholders’ perspective on our ~~Company's~~Company’s ability to grow and succeed on the short- and long-term.

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Base Salary

Base salaries for our NEOs are reviewed and may be adjusted annually. Base ~~salary~~salaries may also be adjusted during the year upon promotion or based on internal equity or external market conditions. Our Compensation Committee makes these decisions after reviewing the recommendation of our CEO (except as it concerns his own salary) and our Chief People Officer, and consulting with our compensation consultant. Based on this review, ~~the~~our Compensation Committee ~~did not approve any~~approved cost of living or other increases to the base salaries of ~~any of~~ our ~~named executive officers after December 31, 2017.~~

NEOs in 2019.

~~Table of Contents~~

The table below sets forth each of our ~~NEOs' 2017~~NEOs’ 2019 base salary ~~compared to~~and the increase from his ~~respective 2016~~or her 2018 base salary:

Name	2018 Base Salary			2019 Base Salary
Glenn Lurie		$	750,000		$	772,500
David Clark		$	385,000		$	390,775
Jeffrey Miller		$	385,000		$	388,500
Mary Clark		$	350,000		$	360,500
Patrick Doran		$	347,000		$	357,410

Name

2016
Base Salary

2017
Base Salary
Glenn Lurie(1)
N/A $750,000

Stephen G. Waldis(2)
$608,900 $625,000

Lawrence Irving(3)
N/A $425,000

Robert E. Garcia(4)
$450,000 $475,000

Christopher S. Putnam
$340,000 $340,000

Daniel Rizer
$420,000 $420,000

~~(1)~~: ~~Mr. Lurie became our Chief Executive Officer on November 13, 2017 and was not employed with us in 2016.~~
~~(2)~~: Mr. Waldis resigned as our Chief Executive Officer effective as of January 19, 2017 and was appointed Executive Chairman on such date and his base salary was reduced to $500,000, effective March 1, 2017. Upon Mr. Hovsepian's resignation as our Chief Executive Officer on April 27, 2017, Mr. Waldis was again appointed as our Chief Executive Officer and his base salary was increased to $625,000. On November 13, 2017, Mr. Waldis stepped down as Chief Executive Officer, and Mr. Lurie was appointed as our Chief Executive Officer, and Mr. Waldis was re-appointed as Executive Chairman. Effective January 1, 2018, Mr. Waldis' base salary was reduced to $300,000. Messrs. Lurie and Hovsepian were not employed with us in 2016.
~~(3)~~: Ms. Rosenberger resigned as our Chief Financial Officer effective February 27, 2017. Ms. Rosenberger remained employed with us through April 1, 2017. Mr. Frederick served as our Chief Financial Officer from February 27, 2017 until he resigned on April 27, 2017, at which time Mr. Irving was appointed as our Chief Financial Officer. Mr. Irving was appointed as our Chief Financial Officer on April 27, 2017. Messrs. Frederick and Irving were not employed with us in 2016.
~~(4)~~: ~~In 2017, Mr. Garcia received an approximate 5.5% increase in his base salary to keep him at the approximate 50~~^th ~~percentile of individuals at our peer group companies in similar positions.~~

~~2017~~2019 Annual Cash Incentive Bonus Compensation

Our Annual Cash Incentive Bonus Compensation Program promotes our pay-for-performance philosophy by providing all executives and other management-level corporate employees with direct financial incentives in the form of annual cash awards for achieving Company, business and individual performance goals.

Target Percentage

Our Compensation Committee sets each ~~NEO's~~NEO’s individual target cash incentive amount (expressed as a percentage of base salary) based on its general understanding of competitive pay practices, our ~~CEO's~~CEO’s recommendation (except with respect to his own target), its consultation with our compensation consultant, and other factors it deems appropriate. Based

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on its review of these factors, in March ~~2017,~~2019, our Compensation Committee kept the target bonus percentage of each of our NEOs ~~who were employed by us in 2016~~ at the same level as in ~~2016.~~

2018 except for Mr. Doran, whose target bonus percentage increased from 60% to 70%.

The target cash incentive and maximum bonus percentages for each of our NEOs for ~~2017~~2019 were as follows:

~~Name~~

~~Target Incentive~~
~~Bonus Percentage~~

~~Maximum~~
~~Bonus Percentage~~

~~Stephen G. Waldis~~

~~110% of base salary~~

~~192.5% of base salary~~

Name

Target Incentive
Bonus Percentage

Maximum
Bonus Percentage

~~Lawrence Irving~~

~~80% of base salary~~

~~140% of base salary~~

Glenn Lurie

~~Robert E. Garcia~~

~~80%~~120% of base salary

~~140% of base salary~~

210% of base salary

~~Christopher S. Putnam~~

David Clark

~~110%~~

70% of base salary

~~192.5%~~122.5% of base salary

Jeffrey Miller

~~Daniel Rizer~~

~~80%~~100% of base salary

~~140%~~175% of base salary

Mary Clark

100% of base salary

175% of base salary

Patrick Doran

70% of base salary

122.5% of base salary

~~As Mr. Lurie became~~

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2019 Objectives

For 2019, the cash incentive bonus for each of our ~~CEO~~NEOs was determined as follows: (i) 90% based on ~~November 13, 2017, he was not eligible for~~certain corporate objectives and (ii) 10% based on a ~~2017 Cash Incentive Bonus.~~

~~2017 Objectives~~

discretionary individual performance component. In addition, each NEO had the opportunity to earn another 10% of his or her annual bonus target if our Company entered into at least six new DXP deals with a combined TCV of $10 million.

Our Compensation Committee established (i) non-GAAP revenue, (ii) non-GAAP EBITDA and (iii) ~~recurring revenue~~the number of new deals with a contribution margin of 30% and ~~(iv) free cash flow~~a minimum TCV of $1 million as the corporate components of our ~~2017~~2019 annual cash incentive bonus program, with each of the components weighted as set forth below. We utilize these non-GAAP financial measures internally in analyzing our financial results and evaluating our ongoing operational performance because they exclude certain non-cash adjustments and non-recurring charges required under GAAP. These metrics were also selected because they are several of the key performance metrics ~~shareholders~~stockholders use in evaluating our Company. For Mr. Putnam, due to his role as President, General Manager, Americas, 40% of his 2017 Annual Cash Incentive Bonus was to be based on the above Company objectives, and 20% based on each of the non-GAAP revenue, non-GAAP EBITDA and recurring revenue of the Company in the Americas other than the Enterprise business.

In calculating both non-GAAP revenue and non-GAAP EBITDA, we add back the fair value stock-based compensation expense, deferred revenue, acquisition-related costs, restructuring charges, changes in the contingent consideration obligation, deferred compensation expense related to earn-outs and amortization of intangibles associated with acquisitions.

Each of the components was assigned a ~~"threshold"~~“threshold” level, which is the minimum achievement level that must be satisfied to receive a portion of the applicable bonus amounts, and a ~~"maximum"~~“maximum” level, which, if achieved or exceeded, would result in our ~~NEO's~~NEO’s receiving up to 175% of the target amount attributed to that component.

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The ~~corporate component~~components of the ~~2017~~2019 cash incentive compensation plan isare set forth below:

Corporate Component	Weighting	Threshold 50% payout	100% payout	Maximum 175% payout
Non-GAAP Revenue	40%	$325,000,000	$362,000,000	$399,000,000
Non-GAAP EBITDA	30%	$30,000,000	$47,000,000	$64,000,000
Number of new deals with contribution margin of greater than 30% and minimum TCV of $1M	20%	10	15	20
Individual Component	10%	N/A	N/A	N/A
Six New DXP Deals with TCV of $10M	10%	N/A	N/A	N/A

2019 Corporate Component

Corporate Component

Weighting
Threshold
25% payout

Target
100% payout

Maximum
175% payout

Non-GAAP Revenue

25%

$757,000,000

$827,000,000

$896,000,000

Non-GAAP EBITDA
30% $230,000,000 $279,000,000 $328,000,000

Non-GAAP Recurring Revenue
25% $542,000,000 $592,000,000 $642,000,000

Free Cash Flow
20% $70,000,000 $100,000,000 $138,000,000

~~To receive~~In 2019, our non-GAAP revenue was $308,749,000, which included a ~~payment~~$26,000,000 write-down of an accounts receivable related to Sequential Technology International LLC (“Sequential”), a transaction which occurred in 2016, which we had deemed uncollectible. Our non-GAAP revenue for 2019 without the Sequential write-down would have been $334,749,000, and would have resulted in our NEO’s earning approximately a 62% for this metric. Taking into consideration that the Sequential transaction occurred in 2016, before most of our NEOs had joined our Company, and given that Sequential’s failure to pay the receivable was not directly foreseeable and was beyond their control, our Compensation Committee, in consultation with our compensation consultant and after reviewing several alternative approaches, exercised its discretion as set forth under the ~~2017~~terms of the plan and determined that it was appropriate to adjust the calculation of our 2019 non-GAAP revenue for purposes of determining bonuses to be awarded pursuant to our 2019 cash incentive compensation plan ~~the Company was required to achieve the threshold target for non- GAAP~~ by adding back approximately $17,000,000 of

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revenue, and therefore, approved that our NEOs receive a 50% payout for this metric. As our non-GAAP ~~EBITDA.~~ EBITDA for 2019 was $27,584,000, below the minimum threshold as provided above, our NEOs received no payout for this metric. Our Company signed ten new deals with contribution margin of greater than 30% and minimum TCV of $1,000,000, and therefore, our NEO’s received 50% payout for this metric.

In addition, as described above, each NEO was eligible to earn another 10% of his or her annual bonus target if our Company entered into at least six new DXP deals with a combined TCV of $10 million. As we entered into eight new DXP deals with a combined TCV of over $11 million, our NEOs received 100% of the payout with respect to this strategic metric.

2019 Individual Component

In 2019, the individual component of each NEO’s annual cash incentive compensation was based upon our Compensation Committee’s subjective assessment of his or her individual performance.

Based on its assessment and Mr. Lurie’s recommendations (other than with respect to his own incentive compensation), our Compensation Committee awarded the following as the individual component of their annual cash incentive compensation:

•

Mr. Lurie received 100% due to his integral role in establishing our short- and long-term strategy, leading our Company in to new markets with our messaging, DXP and cloud platforms, making key strategic decisions to enable our effective cost cutting measures, and improving our overall corporate environment.

•

Mr. Clark received 100% due to his efforts in improving our financial performance, remediating the prior material weaknesses as provided in our Form 10-K, leading significant cost cutting/controlling initiatives, and developing stronger investor relations.

•

Mr. Miller received 100% due to his ability to get acclimated to his responsibilities as Chief Commercial Officer during his short tenure with our Company, driving existing and new customer relationships, making key changes to the sales organization structure and personnel, and landing key deals for our Company.

•

Ms. Clark received 100% due to her strong performance in re-focusing our platforms and product portfolio, developing a new brand and brand definition through public relations and social media efforts, leading the building of our Mission and Vision, driving the GSMA and Women for Tech initiatives and improving our perception in the marketplace.

•

Mr. Doran received 100% due to his strong performance in re-organizing our entire engineering and IT infrastructure teams, implementing Crosslake’s actions to gain focused cost reductions, improving the efficiencies of our product delivery, leading the transition out of hosting and adapting to the changing business and product models of our Company.

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The level of plan payout that was applied to each of the performance components of the 2019 cash incentive compensation plan, which payout percentages were then applied to the cash incentive compensation payments to our NEOs is set forth in the following table:

Component	Weighting		Achievement	Bonus Rate Payout		Bonus Payout
Non-GAAP Revenue		40%	$325,000,000		50%		20%
Non-GAAP EBITDA		30%	$27,584,000		0%		0%
Number of new deals with contribution margin of 30% and minimum TCV of $1M		20%	10		50%		10%
Individual Component		10%	100%		100%		10%
Six New DXP Deals with TCV of $10M		10%	6 new DXP Deals with TCV of over $11M		100%		10%

Based on the ~~Company's failure to achieve~~results of the ~~threshold targets for non- GAAP revenue~~corporate and ~~non-GAAP EBITDA in 2017, none~~individual performance components of the annual cash incentive plan, our NEOs ~~received any payments~~were awarded 50% of their respective target cash incentives, resulting in the following payout amounts under ~~our 2017~~the 2019 cash incentive bonus ~~plan. Our Board established a $1.3 million discretionary pool~~plan for each of our CEO to make discretionary bonus awards to key employees who made extraordinary contributions to the Company in 2017. Our Chief Financial Officer, Lawrence Irving received a one-time discretionary bonus in the amount of $150,000 for his contributions in 2017 and responsibility for managing the financial restatement process, and was the only NEO to receive a discretionary bonus.

~~2017~~NEOs:

Executive	Target Bonus			Percentage of Target Awarded		Actual Bonus Awarded
Glenn Lurie		$	927,000		50%		$	463,500
David Clark		$	273,544		50%		$	136,772
Jeffrey Miller		$	388,850		50%		$	194,425
Mary Clark		$	360,500		50%		$	180,250
Patrick Doran		$	250,188		50%		$	125,094

2019 Long-Term ~~Equity~~ Incentive Compensation Plan

Our Compensation Committee ~~awards~~awarded time-based restricted shares, time-based stock options and performance-based ~~restricted shares~~cash units to our NEOs as the long-term equity incentive component of their compensation, targeting an annual mix with the intent to provide NEOs with a balanced retention and performance opportunity and serve to closely align our NEOs’ long-term objectives with those of ~~one-third for each of these types of equity awards (based on grant date fair value).~~our stockholders. The number of shares underlying time-based stock options, the target number of performance-based ~~restricted shares~~cash units and the number of time-based restricted shares granted to our NEOs is based on our Compensation ~~Committee's~~Committee’s general understanding of competitive pay practices, our ~~CEO's~~CEO’s recommendation (except with respect to his own awards), consultation with our compensation consultant, and other factors that our Compensation Committee deems appropriate.

Time-Based Restricted Stock, Stock Options and Performance-Based Restricted ~~Stock~~

~~Our~~Cash Units

In March 2019, in consultation with our compensation consultant, our Compensation Committee granted time-based restricted stock (35% of such NEO’s equity award), time-based options to purchase shares of our Common Stock (10% of such NEO’s equity award) and performance-based ~~shares~~cash units (55% of ~~restricted stock~~such NEO’s equity award) to ~~Messrs. Waldis and Garcia in March 2017 and to Messrs. Putnam and Rizer in May 2017,~~ each of ~~such grants were at the approximate 50~~^th ~~percentile of executives at~~ our ~~peer group companies in similar positions.~~

When Mr. Irving was appointed as our Chief Financial Officer on April 27, 2017, our Compensation Committee granted Mr. Irving shares of time-based restricted stock, time-based options to purchase shares of our Common Stock and performance-vested shares of restricted stock as his new hire equity grant. When Mr. Waldis was appointed as our Chief Executive Officer on April 27, 2017, our Compensation Committee made an additional grant (included below) of 13,764 shares of time-based restricted stock, 40,219 time-based options to purchase shares of our Common Stock and 13,764 performance-vested shares of restricted stock to reflect his increased responsibilities.NEOs. The time-based restricted shares vest one-third on each of the first, second and third anniversary of their grant date and the time-based stock options vest one-fourth on the first anniversary of their grant date and in equal monthly installments thereafter over the next thirty-six months. The performance-based restricted ~~shares~~cash units vest

upon the Compensation Committee

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~~Table~~

approving the level of ~~Contents~~

~~50% on March 31, 2019~~performance against pre-established metrics for such grants, and ~~50% on March 31, 2020,~~such approval is expected to occur about February 15, 2022. Each component is subject to the NEO remaining employed through each such vest ~~date and the Company achieving the established performance metrics for 2017.~~date. The time-based vesting helps tie our ~~NEOs'~~NEOs’ variable realizable compensation to our performance and further align their interests with those of our stockholders. See ~~"Description~~“Description of Awards Granted in ~~2017,"~~2019,” below.

The following table sets forth the number of shares of time-based restricted stock and performance-based restricted ~~stock~~cash units awarded, and the number of time-based stock options to purchase shares ~~subject to the options granted were (which includes all~~ of ~~the equity~~our Common Stock granted to ~~Mr. Waldis~~our NEOs in ~~2017):~~

2019.

Name	Number of Time-Based Shares of Restricted Stock		Number of Shares Subject to Options		Number of Performance-Based Restricted Cash Units
Glenn Lurie		221,518		148,920		348,101
David Clark		70,886		47,654		111,392
Jeffrey Miller		44,303		29,784		69,620
Mary Clark		44,303		29,784		69,620
Patrick Doran		44,303		29,784		69,620

Name

Number of
Time-Based
Shares of
Restricted Stock

Number of Shares
Subject to Options

Number of Shares
Subject to
Performance-Based
Restricted Stock

Stephen G. Waldis
56,914 163,764 56,914

Lawrence Irving
47,654 140,161 47,654

Robert E. Garcia
32,125 91,787 32,125

Christopher S. Putnam
30,618 87,481 30,618

Daniel Rizer
20,412 58,320 20,412

~~As the Company did not satisfy the performance vesting objectives in 2017, all of the shares of Performance Vested Restricted Stock were cancelled and forfeited.~~

Performance-Based Vesting Restricted Shares

~~2015-2017~~

2018-2020 Performance Cash Units and Shares

In ~~2015,~~April 2018, our Compensation Committee granted our NEOs the 2015-2017 Performance Shares. As previously discussed, in 2017, we experienced significant changes in our business strategy, our acquisition of Intralinks in 2017, and the divestiture of our activation exception handling business in December 2016. Our Compensation Committee discussed with Deloitte, our independent compensation consultant, alternative methods of granting compensation2018-2020 performance-based cash units to our NEOs employed as of the grant date. Ms. Clark received performance-based shares as part of her new hire grant based on the same criteria to be used for the 2018-2020 Performance Units. The following table sets forth the 2018-2020 performance-based cash units or shares (collectively, the “2018-2020 Performance Units”) awarded to our NEO’s other than Messrs. Clark and ~~measuring performance for open performance cycles~~Miller who did not receive any performance-based cash units or shares as part of their new hire compensation packages as they joined our Company in ~~light of these significant items. Accordingly, our Compensation Committee, with~~July and October 2018, respectively:

Name	2018 – 2020 Target Performance Units		2018 Target Performance Units		2019 Target Performance Units		2020 Target Performance Units
Glenn Lurie		273,070		91,023		91,023		91,024
Mary Clark		30,000		10,000		10,000		10,000
Patrick Doran		54,614		18,204		18,205		18,205

The 2018-2020 Performance Units provide the ~~recommendation of Deloitte, in 2017, agreed~~opportunity to ~~modify~~earn the ~~2015-2017 long-term equity incentive plan by basing~~identified performance-based cash units based on the performance ~~metrics solely on~~of our ~~Company's performance in 2015~~business during 2018, 2019 and ~~2016.~~2020. Our NEOs ~~were~~are required to remain employed by ~~the~~our Company through ~~February 17, 2018~~March 2021 in order to vest in the cash units or shares. In the case of the performance-based cash units, our Compensation Committee will determine whether to settle the vested units in cash or shares of our Common Stock at the time they vest.

The following were the performance targets for the plan established by our Compensation Committee: ~~60%~~40% based on non-GAAP revenue, ~~30%~~40% based on non-GAAP EBITDA and ~~10%~~20% based on a strategic objective established by our Compensation Committee each year during the ~~non-GAAP revenue from~~three-year period. For 2018 and 2019, our ~~Cloud business. The specific target values~~Compensation Committee designated free cash flow as the strategic metric. In consultation with

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Deloitte, and to be consistent with many of our peer group of companies, our Compensation Committee has decided that for 2020 the strategic metric will be total shareholder return of our Company compared to the total shareholder return for the ~~2015-2017~~companies in the Russell 2000 index.

Each of the components was separately assigned a “threshold” level, which established the minimum achievement necessary to be satisfied to receive any portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in 200% of the target cash units being earned with respect to such component as described below.

As previously disclosed in last year’s CD&A, our NEOs earned 51.4% of the target number of the 2018-2020 Performance ~~Shares were originally set using aggressive growth targets tied~~Units allocable to ~~key corporate financial metrics for the 2015 and 2016 years. The original performance targets were not changed, but the time period for achieving was reduced to the 2015 and 2016 fiscal years.~~

~~The method used to calculate the 2015-2017 Performance Shares earned was~~2018 based on ~~actual performance compared to~~ our ~~Company's targets for 2015 and 2016, as shown below, using straight-line interpolation between points.~~Company’s 2018 financial performance. The ~~determination of what~~actual number of ~~shares (if any) that were~~2018-2020 Performance Units earned ~~was made~~based on our 2018 performance is set forth below, which performance units shall vest in ~~January 2017. Our NEOs were fully vested in their 2015-2017 Performance Shares on February 17, 2018.~~

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~~Our NEOs were awarded 2015-2017 Performance Shares that~~or about March 2021 provided the ~~opportunity to earn~~NEO remains employed by our Company through such date:

Name	2018-2020 Target Performance Units		2018 Target Performance Units		Attainment %		Units Earned
Glenn Lurie		273,070		91,023		51.4%		46,786
Mary Clark		30,000		10,000		51.4%		5,140
Patrick Doran		54,614		18,204		51.4%		9,357

2019 Performance Period — One-third of the ~~following restricted shares based on the performance of our business during the 2015-2017 performance period:~~

2018-2020 Performance Shares

Name

Threshold

Target

Maximum

Stephen G. Waldis
12,951 25,901 51,802

Robert E. Garcia
8,489 16,978 33,956

Christopher S. Putnam
535 1,069 2,138

Daniel Rizer
1,918 3,386 7,762

In ~~February 2015,~~April 2019, our Compensation Committee approved the following threshold, target and maximum performance goals for the ~~2016~~2019 portion of the ~~2015-2017~~2018-2020 Performance Shares:

Corporate Component	Weighting		Threshold 50% payout			Target 100% payout			Maximum 200% payout
Non-GAAP Revenue		40%		$	358,000,000		$	374,000,000		$	390,000,000
Non-GAAP EBITDA		40%		$	30,000,000		$	47,000,000		$	64,000,000
Free Cash Flow		20%		$	13,000,000		$	20,000,000		$	27,000,000

Corporate Component

Threshold
50% payout

Target
100% payout

Maximum
200% payout

Weighting

Non-GAAP Revenue

$607,000,000

$661,000,000

$718,000,000

60%

Non-GAAP EBITDA as % of Revenue
25% 35% 45% 30%

Non-GAAP Cloud Revenue
$319,000,000 $359,000,000 $402,000,000 10%

During 2016, our Company strategy changed to focus on our enterprise and Cloud businesses, and de-emphasize our activation business. As a result of this change in strategy we (i) divested our exception handling business, (ii) entered in to an agreement to acquire Intralinks, which closed in January 2017, and (iii) did not pursue certain non-strategic opportunities for its legacy activation business. Accordingly, for purposes of determining attainment of the 2016 performance objectives, our Compensation Committee determined it was appropriate to adjust our actual performance to reflect these developments that were not anticipated when the performance goals were set. In consultation with Deloitte, our compensation consultant and after reviewing several alternative approaches, each of which rendered similar results, our Compensation Committee, based on Deloitte's recommended approach, in order to reflect a full year of performance, determined actual 2016 performance by taking our actual 2016 non-GAAP revenue and non-GAAP EBITDA from continuing operations and adding to that (i) non-GAAP revenue and non-GAAP EBITDA related to discontinued operations, (ii) forecasted non- GAAP revenue and non-GAAP EBITDA for the divested business from the date of the transaction in the beginning of December 2016 through the end of the calendar year and (iii) activation-related revenue opportunities that were not pursued as a result of our Company's shift in business strategy relating to our anticipated Intralinks acquisition.

As a result, we determined an Adjusted Non-GAAP revenue measure of $698.4 million (comprised of $490.2 million from continuing operations, $145.6 million from discontinued operations and $62.6 million from forecasted non-GAAP revenue for the divested business from the date of the transaction in the beginning of December 2016 through the end of the calendar year and the strategic opportunities not pursued, as discussed above), representing 20% growth from 2015. Using2019, using the same adjustments ~~we determined an Adjusted~~and calculations as described above under our 2019 Cash Incentive Compensation Plan, our NEOs did not receive any portion with respect to the 2019 financial performance of our Company because each of our Non-GAAP revenue, Non-GAAP EBITDA ~~measure of $237.2 million (comprised of $136.5 million from continuing operations, $46.2 million from discontinued operations~~ and ~~$54.6 million from forecasted non-GAAP EBITDA~~Free Cash Flow for 2019 was below the divested business from the date of the transaction in the beginning of December 2016 through the end of the calendar year and the strategic opportunities not pursued, as discussed above), representing a 14% growth from 2015. The level of

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~~plan payout that was applied to each of the performance objectives, which payout percentages were then applied to performance shares, is as set forth in the following table:~~

~~In 2016, based on the above calculation, our attainment under the stated metrics was as follows:~~

•: ~~our Adjusted Non-GAAP revenue was $698.4 million, which was above the target attainment, resulting in a 108%~~threshold payout with respect to ~~this component;~~
•: each metric.

2018-2019 CEO New Hire LTI Plan

Upon joining our ~~2016 Adjusted Non-GAAP EBITDA was $237.2 million, or 34%~~Company in November 2017, our Compensation Committee awarded Mr. Lurie a special grant of ~~revenue, which was slightly~~180,528 performance-based restricted shares based on our Company’s performance in 2018 and 2019 (the “2018-2019 New Hire LTI Plan”). One-half of the performance-based restricted shares were based on our Company’s performance in 2018 and the remaining one-half were based on our Company’s performance in 2019, as discussed below, provided Mr. Lurie remains employed by our Company through such date.

Under the ~~target attainment, resulting in a 95% payout~~terms of Mr. Lurie’s performance-based shares, the metrics for obtaining such shares with respect to ~~this component;~~our Company’s financial performance are the same metrics as the long-term incentive plan for the 2018 and

•

~~our 2016 non-GAAP Cloud revenue was $403.4 million, which was significantly above~~ 2019 portion of the ~~maximum, resulting~~2018-2020 Performance Units. In 2018, as described in ~~a 200% payout with respect to this component.~~

last year’s CD&A,

Corporate Component

Achievement
Plan Payout
Weighting

Adjusted Non-GAAP Revenue
$698,400,000 165% 60%

Adjusted Non-GAAP EBITDA
34% 95% 30%

Non-GAAP Cloud Revenue
$403,381,000 200% 10%

~~As a result, our NEOs~~

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Mr. Lurie earned ~~147.5%~~51.4% of the target number of ~~2015-2017 Performance Shares~~the 2018-2019 CEO New Hire LTI Plan allocable to 2018 based on ~~the Company's 2015 and 2016~~our Company’s 2018 financial performance. ~~All of these 2015-2017 Performance Shares vested on February 17, 2018 other than Mr. Putnam, whose shares vested on June 4, 2018.~~ The actual number of ~~2015-2017 Performance Shares awarded~~performance-based restricted shares earned by Mr. Lurie based on our ~~2015 and 2016~~2018 performance under the 2018-2019 CEO New Hire LTI Plan is set forth ~~below:~~

below, which shares vested in March 2019:

		Name			2018-2019 Target Performance Shares						2018 Target Performance Shares						Attainment %						Performance Shares Earned
		Glenn Lurie					180,528						90,264						51.4%						46,395

Name

2015 - 2017
Target Shares

Attainment %

Shares Earned

Stephen G. Waldis
25,901 147.5 % 38,204

Robert E. Garcia
16,978 147.5 % 25,043

Daniel Rizer
3,836 147.5 % 5,658

Christopher Putnam
1,069 147.5 % 1,577

~~As neither~~With respect to our Company’s 2019 performance, for the same reasons stated above, Mr. Lurie ~~nor Mr. Irving were with~~did not receive any of the ~~Company in 2015, neither of them were granted any 2015-2017~~shares allocated to our Company’s 2019 financial performance under the 2018-2019 CEO New Hire LTI Plan and such shares have been forfeited.

2019-2021 Performance ~~Shares.~~

~~2016-2018 Performance Shares~~

Cash Units

In ~~2016,~~April 2019, our Compensation Committee granted 2019-2021 performance-based cash units to our NEOs employed as of the ~~2016-2018~~grant date. The following table sets forth the 2019-2021 performance-based cash units (collectively, the “2019-2021 Performance ~~Shares.~~ Units”) awarded to our NEO’s:

Name	2019-2021 Target Performance Units		2019 Target Performance Units		2020 Target Performance Units		2021 Target Performance Units
Glenn Lurie		348,101		116,034		116,034		116,033
David Clark		111,392		37,131		37,131		37,130
Jeffrey Miller		69,620		23,207		23,207		23,206
Mary Clark		69,620		23,207		23,207		23,206
Patrick Doran		69,620		23,207		23,207		23,206

The ~~actual number of 2016-2018~~2019-2021 Performance ~~Shares earned were originally based on our Company's financial performance over~~Units provide the ~~three-year period commencing on January 1, 2016~~opportunity to earn the identified performance-based cash units based on the ~~following criteria: 60% based on non-GAAP revenue, 30% based on non-GAAP EBITDA~~performance of our business during 2019, 2020 and 10% based on the non-GAAP revenue from our Enterprise business. The specific target values for the 2016-2018 Performance Shares were set using aggressive three-year growth targets tied to key corporate financial metrics. In 2017, for the same reasons discussed above, our Compensation Committee, with the recommendation of Deloitte, agreed to modify the 2016-2018 long-term equity incentive plan by approving that (i) one-third of the 2016-2018 Performance Shares would be awarded based on our

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~~Company's performance in 2016 and (ii) two-thirds of the 2016-2018 Performance Shares would be awarded based on our Company's future performance in 2017 and 2018.~~2021. Our NEOs are required to remain employed by ~~the~~our Company through ~~February 2019~~March 2022 in order to vest in the ~~shares.~~

cash units. Our ~~NEOs~~Compensation Committee will determine whether to settle the vested performance-based cash units in cash or shares of our Common Stock at the time they vest.

The following were ~~awarded 2016-2018 Performance Shares that provided the opportunity to earn the following restricted shares based on~~ the performance ~~of our business during the 2016-2018 performance period:~~

Name

Threshold

Target

Maximum

Stephen G. Waldis
26,476 52,951 105,902

Robert E. Garcia
16,144 32,287 64,574

Christopher S. Putnam
4,972 9,944 19,888

Daniel Rizer
3,487 6,974 13,948

~~The method used to calculate the 2016-2018 Performance Shares earned will be based on actual performance compared to our Company's~~ targets for the ~~2016-2018~~plan established by our Compensation Committee: 40% based on non-GAAP revenue, 40% based on non-GAAP EBITDA and 20% based on a strategic objective established by our Compensation Committee. For the 2019-2021 period, our Compensation Committee designated “revenue diversity” as the strategic metric which was defined as year-over-year revenue growth for DXP and the internet of things (“IoT”), with the target year-over-year revenue growth of 35%.

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2019 Performance Shares, as shown below, using straight-line interpolation between points. The determination of what number of shares (if any) were earned for the 2016 and 2017 performance periods is set forth below. The determination of what number of shares (if any) are earned for the 2018 performance period will be made in January 2019 and any shares earned for the entire 2016-2018 performance period will vest in February of 2019.

~~2016 Performance~~ Period — One-third of the ~~2016-2018~~2019-2021 Performance ~~Shares~~

Units

In ~~February 2016,~~April 2019, our Compensation Committee approved the following threshold, target and maximum performance goals for the ~~2016~~2019 portion of the ~~2016-2018~~2019-2021 Performance Shares:

Corporate Component	Weighting		Threshold 50% payout			Target 100% payout			Maximum 200% payout
Non-GAAP Revenue		40%		$	325,000,000		$	362,000,000		$	399,000,000
Non-GAAP EBITDA		40%		$	30,000,000		$	47,000,000		$	64,000,000
Revenue Diversity		20%		$	58,000,000		$	63,000,000		$	68,000,000

Corporate Component

Threshold
50% payout

Target
100% payout

Maximum
200% payout

Weighting

Non-GAAP Revenue

$667,000,000

$696,000,000

$725,000,000

60%

Non-GAAP EBITDA as % of Revenue
25% 35% 45% 30%

Enterprise Business Revenue (% of total revenue)
N/A 15% N/A 10%

In ~~2016,~~2019, using the same adjustments and calculations as described above under our 2019 cash incentive compensation plan, our attainment under the ~~stated metrics~~Non-GAAP Revenue metric was ~~as follows:~~

•: $325,000,000, and therefore our ~~Adjusted~~NEOs received 50% payout for this metric and our attainment under the Non-GAAP EBITDA metric was $27,584,000, and therefore our NEOs received no payout for this metric. Our Company’s year-over-year revenue growth for DXP and IoT from 2018 to 2019 was ~~$698.4 million, which was above~~below the ~~target attainment, resulting in~~minimum threshold and therefore our NEOs received no payout for this metric. As a ~~108%~~result, each NEO received the following payout with respect to ~~this component;~~
•: our ~~2016 Adjusted Non-GAAP EBITDA was $237.2 million, or 34% of revenue, which was slightly below the target attainment, resulting in a 95% payout with respect to this component; and~~

Company’s 2019 performance:

Corporate Component	Achievement	Plan Payout		Weighting		Payout
Non-GAAP Revenue	$325,000,000		50.0%		40%		20.0%
Adjusted Non-GAAP EBITDA	$27,584,000		0%		40%		0%
Revenue Diversity	Less than $58,000,000		0%		20%		0%

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•: ~~our 2016 non-GAAP Enterprise Business revenue was 3% of total revenue, which was significantly below the target payout, resulting in a 0% payout with respect to this component.~~

Corporate Component

Achievement
Plan Payout
Weighting

Adjusted Non-GAAP Revenue
$698,400,000 165% 60%

Adjusted Non-GAAP EBITDA
34% 95% 30%

Enterprise Business Revenue (% of total revenue)
3% — 10%

As a result, our NEOs earned ~~93.3%~~20% of the target number of the ~~2016-2018~~2019-2021 Performance ~~Shares~~Units allocable to ~~2016 ("2016 Target Shares") based on the Company's 2016 financial performance. These Performance Shares will vest in February~~ 2019 ~~provided the NEOs remain employees of the Company through that time. The actual number of 2016-2018 Performance Shares earned~~ based on our ~~2016 performance is set forth below:~~

Name

2016 - 2018
Target Shares

2016
Target Shares

Attainment %

Shares Earned

Stephen G. Waldis
52,951 17,650 93.3 % 16,467

Robert E. Garcia
32,287 10,762 93.3 % 10,040

Daniel Rizer
6,974 2,325 93.3 % 2,169

Christopher Putnam
9,944 3,647 93.3 % 3,402

~~2017 Performance Period~~ ~~— One-third of the 2016-2018 Performance Shares~~

~~In July of 2017, our Compensation Committee approved the following threshold, target and maximum performance goals for 2017 for the 2016-2018 Performance Shares:~~

Corporate Component

Threshold
50% payout

Target
100% payout

Maximum
200% payout

Weighting

Non-GAAP Revenue

$781,000,000

$827,000,000

$872,000,000

40%

Non-GAAP EBITDA
$247,000,000 $279,000,000 $311,000,000 40%

Recurring Revenue
$559,000,000 $592,000,000 $625,000,000 20%

~~In 2017, our attainment under the stated metrics was as follows:~~

•: ~~our Adjusted Non-GAAP revenue was $407.3 million, which was below the threshold attainment, resulting in a 0% payout with respect to this component;~~
•: ~~our 2017 Adjusted Non-GAAP EBITDA was $61.5 million, which was below the threshold attainment, resulting in a 0% payout with respect to this component; and~~

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•: because the Adjusted Non-GAAP revenue was less than the $781.0 million threshold, the NEOs were not entitled to any payout under the recurring revenue component regardless of what the 2017 Adjusted Non-GAAP recurring revenue was, resulting in no payout with respect to this component.

Corporate Component

Achievement
Plan Payout
Weighting

Adjusted Non-GAAP Revenue
$407,300,000 — 60%

Adjusted Non-GAAP EBITDA
61,500,000 — 30%

Recurring Revenue
307,300,000 — 10%

~~As a result, our NEOs earned 0% of the target number of 2016-2018 Performance Shares allocable to 2017 ("2017 Target Shares") based on the Company's 2017~~Company’s 2019 financial performance. The actual number of ~~2016-2018~~2019-2021 Performance ~~Shares~~Units earned based on our ~~2017~~2019 performance is set forth ~~below:~~

Name

2016-2018
Target Shares

2017
Target Shares

Attainment %

Performance
Shares Earned

Stephen G. Waldis
52,951 17,650 0 % 0

Robert E. Garcia
32,287 10,762 0 % 0

Christopher S. Putnam
9,944 3,647 0 % 0

Daniel Rizer
6,974 2,325 0 % 0

~~The targets that were to be set for the 2018~~below, which performance ~~period of the 2016-2018 plan will not be disclosed~~units shall vest in this Proxy Statement due to the proprietary nature and competitive sensitivity of that information. The performance targets and achieved results will be fully disclosed after completion of the 2018 performance period. As neither Mr. Irving nor Mr. Lurie were with the Company in 2016, neither of them were granted any 2016-2018 Performance Shares.

~~2017-2019 Performance Based Restricted Shares~~

In 2017, our Compensation Committee granted our NEOs the 2017-2019 Performance Based Restricted Shares. Although in prior years, the executive long-term incentive plan was based on a three-year period, for the same reasons discussed above, in 2017, our Compensation Committee approved that the actual number of 2017-2019 Performance Based Restricted Shares earned would be based on our Company's financial performance over the twelve month period ending on December 31, 2017 based on the following criteria: 40% based on non-GAAP revenue, 40% based on non-GAAP EBITDA and 20% based on the non-GAAP recurring revenue. If the targets were achieved, then 50% of Performance Based Restricted Shares would vest onor about March ~~31, 2019 and the remaining 50% would vest on March 31, 2020.~~

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~~Our NEOs were awarded 2017-2019 Performance Shares that~~2022 provided the ~~opportunity to earn the following restricted shares based on the performance of~~NEO remains employed by our ~~business during the 2017-2019 performance period:~~

Name

Threshold

Target

Maximum

Stephen G. Waldis
28,457 56,914 113,828

Robert E. Garcia
16,063 32,125 64,250

Lawrence Irving
23,827 47,654 95,308

Christopher S. Putnam
15.309 30.618 61,236

Daniel Rizer
10.206 20.412 40,824

In July of 2017, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2017-2019 Performance Shares based on the financial performance of the Company in 2017:

*: ~~If the Company failed to reach the $781 million threshold revenue target, the NEOs would not qualify for any payout under the recurring revenue target.~~

~~In 2017, our attainment under the stated metrics was as follows:~~

•: ~~our Adjusted Non-GAAP revenue was $407.3 million, which was below the threshold attainment, resulting in a 0% payout with respect to this component;~~
•: ~~our 2017 Adjusted Non-GAAP EBITDA was $61.5 million, which was below the threshold attainment, resulting in a 0% payout with respect to this component; and~~
•: because the Adjusted Non-GAAP revenue was less than the $781.0 million threshold, the NEOs were not entitled to any payout under the recurring revenue component regardless of what the 2017 Adjusted Non-GAAP recurring revenue was, resulting in a 0% payout with respect to this component.

The method used to calculate the 2017-2019 Performance Based Restricted Shares earned was based on actual performance for the twelve-month period ending December 31, 2017 compared to our Company's targets for the 2017-2019 Performance Based Restricted Shares, as shown below, using straight-line interpolation between points. The determination of what number of shares were earned was made in January 2018.

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As a result of the Company's failure to meet the Non-GAAP revenue or the Non-GAAP EBITDA thresholds for 2017, our NEOs did not earn any 2017-2019 Performance Shares based on the Company's 2017 financial performance. The actual number of 2016-2018 Performance Shares earned based on our 2017 performance is set forth below:

~~Name~~

~~2017 - 2019~~
~~Target Shares~~

~~Attainment %~~

~~Shares Earned~~

~~Stephen G. Waldis~~

~~52,951~~

—

~~Robert E. Garcia~~

~~32,125~~

—

~~Lawrence Irving~~

~~47,654~~

—

~~Daniel Rizer~~

~~20,412~~

—

~~Christopher Putnam~~

~~30,618~~

—

As the Company failed to achieve the threshold targets, none of the 2017-2019 Performance Based Restricted Shares were earned and all of the 2017-19 Performance Based Shares were canceled and were unable to be earned in future years.

~~Retention Bonus Plan~~

In 2017, in recognition of the uncertainty related to the changes in our named executive officers and significant shift in our business strategy, our Compensation Committee approved an executive retention bonus plan for our NEOs, other than our Chief Executive Officer, and certain other senior executive officers, in order to retain these key employees. The Retention Bonus Plan provides an opportunity to earn cash and shares of the Company's common stock for participants who continue their employment with the Company through the earlier of the following: (i) an involuntary termination, (ii) the 12 month anniversary of a change of control or (iii) July 26, 2019; provided, however, that if the equity portion of the retention awards are not assumed, continued, converted or replaced by the surviving or successor entity in connection with the change in control, then the equity will immediately vest upon the closing of such ~~a change in control transaction.~~

Additionally, to incentivize the executives to enhance shareholder value, additional incentives were built in to the retention plan to reward the NEOs for the growth of the price of our common stock. Specifically, under the retention bonus plan, if at any time prior to July 26, 2019, the volume-weighted average of our common stock's closing price for 20 consecutive trading days exceeds (i) $30, then the retention awards, once vested, will pay out above the original target amounts by 125% and (ii) $35, then the retention awards, once vested, will pay out above the original target amounts by 150% for such participants.

date:

Name	2019 Target Performance Units		Attainment %		Units Earned
Glenn Lurie		116,034		20%		23,206
David Clark		37,131		20%		7,426
Jeffrey Miller		23,207		20%		4,641
Mary Clark		23,207		20%		4,641
Patrick Doran		23,207		20%		4,641

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$30 Stock

$35 Stock

Target

Target

Price (125%)

Price (150%)

Participant

Cash

Shares

Cash

Shares

Cash

Shares

Robert Garcia
$ 475,000 39,500 $ 593,750 49,375 $ 712,500 59,250

Lawrence Irving
$ 425,000 32,700 $ 531,250 40,875 $ 637,500 49,050

Christopher Putnam
$ 340,000 28,350 $ 425,000 35,438 $ 510,000 42,525

Daniel Rizer
$ 420,000 35,000 $ 525,000 43,750 $ 630,000 52,500

Other Benefits and Perquisites

Our NEOs are eligible to participate in all of our employee benefit plans (other than our employee stock purchase plan), such as medical, dental, vision, group life and disability insurance and our 401(k) plan, in each case, on the same basis as our other employees. ~~in 2017,~~In 2019, we leased an automobile (and ~~pay~~paid applicable insurance and gas) for Mr. ~~Waldis and Messrs. Irving and Lurie (during the time each of them was employed by our Company) and provided a car allowance to Mr. Garcia, each~~Clark, to be used primarily for business ~~purposes.~~purposes and provided Mr. Lurie ~~is also entitled to the following fringe benefits: (1) a housing allowance of $72,000 per year for the first year and half of employment~~ with ~~our Company; (2) the reimbursement of up to $27,000 for relocation expenses; (3)~~ an ~~automobile lease and insurance~~ allowance of $17,000 per ~~year; and (4) the reimbursement of the cost of airfare~~year to be used for ~~Mr. Lurie and~~ his ~~family from Arizona to New Jersey and back up to six times per year.~~automobile lease. There were no other special benefits or perquisites provided to any NEO in ~~2017.~~

2019.

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Financial Restatement, Recoupment and Related Policies

We have a comprehensive Code of Business Conduct and ensure that our employees comply with this policy. In accordance with this policy, we investigate all reported instances of questionable or unethical behavior, and where improper behavior is found to have occurred, we take appropriate remedial action up to and including termination. If the results of an investigation establish that one of our employees, officers or directors has committed fraud or engaged in some other improper act that has the result of causing our financial statements for any period to be restated or that otherwise adversely affects those financial statements, our Board has discretion to take immediate and appropriate disciplinary action against the individual, including but not limited to termination. In addition, our Board has discretion to pursue whatever legal remedies are available to prosecute the individual to the fullest extent of the law and to clawback or recoup any amounts he or she inappropriately received as a result of the improper action or inaction, including but not limited to any annual or long-term incentives that he or she received but would not have received had such act not be taken.

Executive Officer Stock Ownership Guidelines

We have instituted stock ownership guidelines for our executive officers with the purpose of ensuring they maintain a meaningful equity stake in our Company to further align their interests with those of our stockholders. Each executive officer who is also subject to Section 16 of the Exchange Act or who directly reports to our CEO (which includes all of our NEOs) is required to own, as of the later of January 1, 2020 or five years from the date on which the individual first began reporting to our CEO or first became a Section 16 officer, a number of vested shares of our Common Stock having a value at least equal to (a) in the case of our CEO, five times his then current base salary; (b) for any direct report

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of our CEO, three times that ~~individual's~~individual’s then current base salary, and (c) for other executive officers subject to this policy, one and one-half times the ~~individual's~~individual’s then current base salary.

If an executive officer is not compliant at the end of his or her phase-in period, our Compensation Committee may reduce future equity grants to that individual until he or she becomes compliant. Based on ~~share holdings~~shareholdings on December 31, ~~2017,~~2019, each of our NEOs exceeded his or her applicable minimum holding requirements on that date, other than ~~our Chief Executive Officer~~Ms. Clark and ~~Chief Financial Officer, exceeded his or her applicable minimum holding requirements on that date.~~ Messrs. ~~Lurie~~Clark and ~~Irving~~Miller as each of them joined us in ~~2017~~2018 and ~~have not begun vesting in~~only a portion of their restricted stock and options have vested and, therefore, have not had an opportunity to acquire our Common Stock as of December 31, ~~2017.~~

2019.

Tax Matters

~~Section 162(m)~~

For federal income taxes, compensation is an expense that is fully tax deductible for almost all of ~~the Code generally denies a deduction to any publicly-held corporation for compensation paid in a taxable year to its named executive officers exceeding $1 million.~~our U.S. employees. As a result of changes made by the 2017 Tax Cuts and Jobs Act, ~~Section 162(m) will limit the Company from deducting compensation, including performance-based~~ compensation in excess of $1 million paid to anyone who serves as the chief executive officer, chief financial officer or who is among the three most highly compensated executive officers for any year beginning after December 31, ~~2016.~~2016 generally is not deductible. The only exception to this rule is for compensation that is paid pursuant to a binding contract in effect on November 2, 2017, that would have otherwise been deductible under the prior Section 162(m) rules. Prior to the enactment of the 2017 Tax Cuts and Jobs Act, Section 162(m) limited us from deducting compensation paid in years prior to 2018, excluding performance-based compensation, in excess of $1 million paid to anyone who served as the chief executive officer or who was one of the three most highly compensated executive officers for the applicable tax year, excluding the chief financial officer. Our Compensation Committee considers tax and accounting implications in determining all elements of our compensation plans, programs and arrangements. ~~Prior to the enactment of the 2017 Tax Cuts and Jobs Act, the~~

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Compensation Committee retained the discretion to make awards of either bonuses or equity awards that did not satisfy Section 162(m) and, therefore, may not have been deductible. Base salaries, time-vested restricted stock units, time-vested retention and transition payments, and discretionary or subjectively determined bonus awards generally did not qualify as performance-based compensation under the pre-2017 Tax Cuts and Jobs Act rules.

Report~~Management Changes-Named Executive Officer Separation Agreements~~(1)

As disclosed on the Current Report on Form 8-K filed with the SEC on January 19, 2017, in connection with the closing of the Intralinks Transaction, our Board appointed Ronald W. Hovsepian as our Chief Executive Officer and appointed Mr. Hovsepian as a Class III member of our Board. Effective at the same time, Mr. Waldis resigned as our Chief Executive Officer and was appointed as Executive Chairman of our Board. As disclosed on our Current Report on Form 8-K filed with the SEC on April 27, 2017, effective as of April 27, 2017, Mr. Hovsepian resigned as our Chief Executive Officer and as a Class III member of our Board. On the same date, our Board appointed Mr. Waldis as our Chief Executive Officer and he continued to serve as Chairman of our Board. On November 13, 2017, our Board appointed Glenn Lurie as our Chief Executive Officer and as a Class III member of our Board. Mr. Waldis resigned as our Chief Executive Officer as of that same date and continued to serve as Executive Chairman of our Board.

~~In connection with Mr. Hovsepian's resignation, he entered into a separation agreement with our Company dated April 26, 2017, pursuant to which the Company agreed to a lump-sum severance~~

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payment equal to $3.2 million and a lump sum payment intended to cover the employer portion of COBRA payments for a period of twenty-four months. Mr. Hovsepian agreed to a general release of claims against the Company, among other customary terms. The Company also agreed to fully vest 18,260 shares of its common stock previously issued to Mr. Hovsepian, and his remaining unvested shares were forfeited. The severance and vesting of shares of the Company's common stock is provided for in the employment agreement between Intralinks, a then wholly-owned subsidiary of the Company, and Mr. Hovsepian and the Company does not intend to provide similar arrangements in the future. Due to his extensive experience with the Intralinks business, as part of his separation agreement, we also agreed with Mr. Hovsepian on a consulting arrangement pursuant to which Mr. Hovsepian would provide consulting services to the Company for a two year period beginning May 1, 2017 in return for a consulting fee of $750,000 per year.

As disclosed on the Current Report on Form 8-K filed with the SEC on February 14, 2017, Karen L. Rosenberger resigned as our Chief Financial Officer, effective February 27, 2017, and her employment with us terminated as of April 1, 2017. In connection with her departure, Ms. Rosenberger entered into a separation agreement with the Company pursuant to which the Company agreed to a lump-sum severance payment equal to $1.2 million, a transition payment of $200,000, and a lump sum payment intended to cover the employer portion of COBRA payments for a period of eighteen months. Ms. Rosenberger agreed to a general release of claims against the Company, among other customary terms. Pursuant to the separation agreement, due to her knowledge of the business and necessary assistance to the transition to the new CFO, our Company entered into a consulting arrangement pursuant to which Ms. Rosenberger would provide consulting services to the Company for at least three months in return for a fee of $580,000. All of Ms. Rosenberger's unvested equity terminated as of her termination date.

As disclosed on the Current Report on Form 8-K filed with the SEC on March 2, 2017, effective as of February 27, 2017, our Board appointed John W. Frederick to serve as the Company's Chief Financial Officer and Treasurer. As disclosed on Current Report on Form 8-K filed with the SEC on April 27, 2017, effective as of April 27, 2017, Mr. Frederick resigned as the Company's Chief Financial Officer. On April 27, 2017, our Board appointed Mr. Irving as our Chief Financial Officer.

In connection with his resignation, Mr. Frederick entered into a separation agreement with the Company dated April 26, 2017, pursuant to which the Company agreed to a lump-sum severance payment equal to $1.2 million and an agreement to reimburse him for the employer portion of any COBRA payments for a period of up to eighteen months. Mr. Frederick agreed to a general release of claims against the Company, among other customary terms. The lump sum severance payment was provided for in the employment agreement between the Company and Mr. Frederick. All of Mr. Frederick's unvested equity terminated as of the date of his resignation and he was not vested in any equity.

As disclosed on the Current Report on Form 8-K filed with the SEC on August 13, 2018, our Chief Financial Officer, Lawrence Irving terminated his employment with the Company, effective as of August 15, 2018. In exchange for a broad release in favor of the Company, the Release Agreement provides for the following payments to Mr. Irving: (i) lump sum severance payment in the amount of $1,147,500 (less all applicable withholdings and deductions) paid in accordance with his employment agreement; (ii) the gross amount of $19,850, which is intended to cover the employer portion of any COBRA payments for a period of twenty-four months following his termination date; (iii) payment under our retention plan of $425,000 (less all applicable withholdings and deductions) in accordance

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with the terms of the Retention Plan; and (iv) vested in 32,700 retention restricted shares in accordance with the terms of the Retention Plan. All of Mr. Irving's unvested equity terminated as of August 15, 2018. The Company and Mr. Irving also entered into a standard consulting services agreement pursuant to which Mr. Irving will provide transition assistance to the Company's executive team on an as needed basis through August 15, 2019 in return for the continued vesting of his outstanding restricted stock awards and options to purchase shares of the Company's Common Stock.

Our Chief Strategy Officer, Daniel Rizer, who was a Named Executive Officer on December 31, 2017, terminated his employment with the Company, effective as of March 31, 2018. In exchange for a broad release in favor of the Company, the Release Agreement provides for the following payments to Mr. Rizer: (i) lump sum severance payment in the amount of $911,484 (less all applicable withholdings and deductions) paid in accordance with his employment agreement; (ii) the gross amount of $15,315, which is intended to cover the employer portion of any COBRA payments for a period of eighteen months following the Termination Date; (iii) payment under our retention plan of $420,000 (less all applicable withholdings and deductions) in accordance with the terms of the Retention Plan; and (iv) vested in 35,000 retention restricted shares in accordance with the terms of the Retention Plan. All of Mr. Rizer's unvested equity terminated as of March 31, 2018.

Our President and General Manager-Americas, Christopher Putnam, who was a Named Executive Officer on December 31, 2017, terminated his employment with the Company, effective as of June 30, 2018. In exchange for a broad release in favor of the Company, the Release Agreement provides for the following payments to Mr. Putnam: (i) lump sum severance payment in the amount of $791,250 (less all applicable withholdings and deductions) paid in accordance with his employment agreement; (ii) the gross amount of $13,941, which is intended to cover the employer portion of any COBRA payments for a period of eighteen months following the Termination Date; (iii) payment under our retention plan of $340,000 (less all applicable withholdings and deductions) in accordance with the terms of the Retention Plan; and (iv) vested in 28,350 retention restricted shares in accordance with the terms of the Retention Plan. All of Mr. Putnam's unvested equity terminated as of June 30, 2018.

~~Compensation Committee Report~~⁽¹⁾

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement submitted by the following members of the Compensation Committee:

William J. Cadogan, Chair
Peter Berger
Mohan Gyani
Thomas J. Hopkins

(1)
~~James M. McCormick~~

~~(1)~~

The material in this report is not ~~"soliciting~~“soliciting material,"” is not deemed ~~"filed"~~“filed” with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

~~Table of Contents~~

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Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by, or paid to our NEOs for the years indicated:

Name and Principal Position	Year		Salary ($)			Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(8)		Non-Equity Incentive Plan Compensation ($)(9)		All Other Compensation ($)		Total ($)
Glenn Lurie Chief Executive Officer		2019		772,500					6,313,914(3)		435,442		463,500		36,270(10)		8,021,626
		2018		750,000					4,475,013		614,947		594,000		140,989		6,574,949
		2017		122,139					5,473,503		5,295,953		—		19,866		10,911,461
David Clark Chief Financial Officer		2019		390,775					2,020,450(4)		139,340		136,722		18,881(11)		2,706,168
David Clark Chief Financial Officer		2018		215,833					1,199,997		445,028		98,926		9,854		1,969,638
Jeff Miller Chief Commercial Officer		2019		388,850	��				1,262,776(5)		87,088		194,426		7,000(12)		1,940,140
Jeff Miller Chief Commercial Officer		2018		74,861					750,000		289,589		48,732		—		1,163,142
Mary Clark Chief Products Officer		2019		360,500					1,262,776(6)		87,088		180,251		7,000(12)		1,897,615
Mary Clark Chief Products Officer		2018		346,023					483,000		329,016		231,000		145,279		1,534,318
Patrick Doran Chief Technology Officer		2019		357,410					1,262,776(7)		87,088		125,094		337,000(13)		2,169,368
		2018		347,000					895,011		122,987		137,412		8,250		1,510,660
		2017		330,000			75,000		1,190,882		455,081				8,100		2,059,063

Name and Principal Position

Year

Salary
($)

Bonus
($)(1)

Stock
Awards
($)(2)

Option
Awards
($)(11)

Non-Equity
Incentive Plan
Compensation
($)(12)

All Other
Compensation
($)

Total
($)

Glenn Lurie
2017 122,139 5,437,503 (3) 5,295,953 — 19,866 (13) 10,875,461

Chief Executive Officer

Ron Hovsepian
2017 198,347 4,262,979 (4) 1,421,000 — 4,046,334 (14) 9,928,660

Former Chief Executive Officer

Stephen G. Waldis
2017 603,220 4,374,900 (5) 1,468,232 748,155 20,888 (15) 7,215,395

Former Chief Executive Officer
2016 608,900 3,069,569 1,261,248 821,216 20,074 5,781,007

and Executive Chairman
2015 591,165 4,269,514 1,128,651 962,000 23,613 6,974,943

Lawrence Irving
2017 283,333 150,000 3,616,716 (6) 651,959 — 19,127 (16) 4,721,135

Chief Financial Officer

John W. Frederick
2017 110,185 3,300,003 (7) — — 1,227,697 (17) 4,637,885

Former Chief Financial Officer

Karen L. Rosenberger
2017 90,000 — — 241,272 2,019,145 (18) 2,350,417

Former Chief Financial Officer
2016 360,000 748,682 307,617 242,409 63,338 1,722,046

2015 330,000 1,011,634 267,436 258,750 19,704 1,887,524

Robert E. Garcia
2017 475,000 4,573,719 (8) 833,334 402,301 17,700 (19) 6,302,054

Chief Commercial Officer
2016 450,204 1,871,677 769,056 433,770 17,150 3,541,857

2015 437,091 2,798,597 739,817 506,049 17,150 4,498,704

Christopher S. Putnam
2017 340,000 2,988,351 (9) 499,998 408,000 8,100 (20) 4,244,449

President, GM Americas
2016 340,000 738,124 225,711 375,000 7,950 1,686,785

2015 250,000 769,964 295,726 150,000 6,833 1,472,523

Daniel Rizer
2017 420,000 2,837,484 (10) 333,328 375,312 8,100 (20) 3,974,224

Chief Strategy Officer
2016 420,000 1,867,458 158,294 421,010 7,950 2,874,712

2015 385,786 539,996 159,911 279,282 7,800 1,372,775

(1)

~~(1)~~: The amounts set forth in this column represent the subjective individual component portion of our annual cash incentive bonus awards paid to the NEOs. See ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” above for further discussion of the subjective individual component.

(2)

~~(2)~~

The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of the performance share awards (with the grant date fair value determined using the probable outcome of the performance conditions) and the time-based restricted share award granted to our NEOs. See ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” above for further discussion of these share awards. See Footnote 32 to the Financial Statements included in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2017~~2019 for a discussion of our assumptions in estimating the fair value of our share awards. Our executive officers will not realize any value offor these awards until ~~these awards are~~ sold.

(3)

~~(3)~~

Mr. Lurie was granted a performance-based restricted ~~share award~~cash units as ~~a newly hired executive.~~2019-2021 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the ~~share award~~performance-based restricted cash units assuming the highest level of performance conditions is achieved was ~~$3,625,002. Mr. Lurie's actual performance based grant will be based on 2018 metrics.~~$4,789,870. Mr. Lurie was also granted time-based restricted stock award with a grant date value of ~~$1,812,501.~~$1,524,044.

(4)

~~(4)~~

Mr. ~~Hovsepian~~Clark was granted a performance-based restricted ~~share award~~cash units as ~~2017-2019~~2019-2021 Performance ~~Shares~~Cash Units as described in greater detail in ~~"Compensation~~“Compensation Discussion and ~~Analysis."~~Analysis” above. The grant date value of the performance-based restricted ~~share award~~cash units assuming the highest level of performance conditions is achieved was ~~$2,841,986; however, none of the financial goals were achieved in 2017, and, thus, there were~~

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~~no shares earned in 2017.~~$1,532,754. Mr. ~~Hovsepian~~Clark was also granted time-based restricted ~~shares~~stock award with a grant date value of ~~$1,420,993.~~

$487,696.

(5)

Mr. ~~Waldis~~Miller was granted performance-based restricted ~~awards under both the 2017-2019~~cash units as 2019-2021 Performance ~~Shares plan~~Cash Units as ~~well as under a New Hire Executive Grant.~~described in greater detail in “Compensation Discussion and Analysis” above. The ~~total~~ grant date value of the performance-based restricted ~~share awards~~cash units assuming the highest level of performance conditions is achieved was ~~$2,916,600. None of the financial goals were achieved in 2017, and, thus, there were no shares earned in 2017.~~$957,971. Mr. ~~Waldis~~Miller was also granted ~~time based~~time-based restricted stock ~~awards~~award with a grant date value ~~total~~ of ~~$1,458,300.~~$304,805.

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(6)

~~Mr. Irving~~

Ms. Clark was granted performance-based restricted ~~share awards~~cash units as ~~2017-2019~~2019-2021 Performance ~~Shares~~Cash Units as described in greater detail in ~~"Compensation~~“Compensation Discussion and ~~Analysis" above and performance-based restricted shares pursuant to the Retention Bonus Plan.~~Analysis” above. The grant date value of the ~~2017-2019 Performance Shares~~performance-based restricted cash units assuming the highest level of performance conditions is achieved was ~~$1,266,644; however, none~~$957,971. Ms. Clark was also granted time-based restricted stock award with a grant date value of ~~the financial goals were achieved~~$304,805.

(7)

Mr. Doran was granted performance-based restricted cash units as 2019-202` Performance Cash Units as described in ~~2017,~~greater detail in “Compensation Discussion and ~~thus, there were no shares earned in 2017.~~Analysis” above. The grant date value of the ~~Retention Bonus Plan~~performance-based restricted cash units assuming the highest level of performance conditions is achieved was ~~$1,716,750, which will be achieved if at any time prior to July 26, 2019, the volume-weighted average of our common stock's closing price for 20 consecutive trading days exceeds $35.~~$957,971. Mr. ~~Irving~~Doran was also granted ~~time-based restricted stock grants as~~ a ~~new hire. The grant date value of the~~ time-based ~~restricted stock grants was $633,322.~~

~~(7)~~

Mr. Fredericks was granted performance-based restricted share awards as 2017-2019 Performance Shares as described in greater detail in "Compensation Discussion and Analysis." The grant date value of the performance-based restricted share award assuming the highest level of performance conditions is achieved was $1,900,002; however, none of the financial goals were achieved in 2017, and, thus, there were no shares earned in 2017. Mr. Fredericks was also granted (i) time-based restricted shares with a grant date value of ~~$950,001 and (ii) time-based restricted shares with a grant date value of $450,000.~~

~~(8)~~

Mr. Garcia was granted performance-based restricted share awards as 2017-2019 Performance Shares as described in greater detail in "Compensation Discussion and Analysis" above and performance-based restricted shares pursuant to the Retention Bonus Plan. The grant date value of the 2017-2019 Performance Shares assuming the highest level of performance conditions is achieved was $1,666,646; however, none of the financial goals were achieved in 2017, and, thus, there were no shares earned in 2017. The grant date value of the Retention Bonus Plan assuming the highest level of performance conditions is achieved was $2,073,750, which will be achieved if at any time prior to July 26, 2019, the volume-weighted average of our common stock's closing price for 20 consecutive trading days exceeds $35. Mr. Garcia was also granted time-based restricted awards with a grant date value of $833,323.

~~(9)~~

Mr. Putnam was granted performance-based restricted share awards as 2017-2019 Performance Shares as described in greater detail in "Compensation Discussion and Analysis" above and performance-based restricted shares pursuant to the Retention Bonus Plan. The grant date value of the 2017-2019 Performance Shares assuming the highest level of performance conditions is achieved was $999,984; however, none of the financial goals were achieved in 2017, and, thus, there were no shares earned in 2017. The grant date value of the Retention Bonus Plan assuming the highest level of performance conditions is achieved was $1,488,375 which will be achieved if at any time prior to July 26, 2019, the volume-weighted average of our common stock's closing price for 20 consecutive trading days exceeds $35. Mr. Putnam was also granted time-based awards with a grant date value of $499,992.

~~(10)~~

Mr. Rizer was granted performance-based restricted share awards as 2017-2019 Performance Shares as described in greater detail in "Compensation Discussion and Analysis" above and performance-based restricted shares pursuant to the Retention Bonus Plan. The grant date value of the 2017-2019 Performance Shares assuming the highest level of performance conditions is achieved was $666,656; however, none of the financial goals were achieved in 2017, and, thus, there were no shares earned in 2017. The grant date value of the Retention Bonus Plan assuming the highest level of performance conditions is achieved was $1,837,500 which will be achieved if at any time prior to July 26, 2019, the volume-weighted average of our

$305,805.

(8)

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~~common stock's closing price for 20 consecutive trading days exceeds $35. Mr. Rizer was also granted time-based awards with a grant date value of $333,328.~~

~~(11)~~: The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of option awards granted to our NEOs. See Footnote 2 to the Financial Statements included in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2017~~2019 for a discussion of our assumptions in estimating the fair value of our stock option awards. Our NEOs will not realize any value with respect to these awards until these awards are exercised or sold.

(9)

~~(12)~~

The amounts under this column include amounts ~~paid~~earned based on ~~the objective corporate component of the Company's~~our Company’s annual cash incentive bonus compensation plan described under ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” above. ~~The amounts shown are the 2016 bonuses paid in 2017.~~

(10)

~~(13)~~

Reflects amounts paid for (i) automobile expenses ~~totaling $4,442~~of $29,270 and (ii) ~~housing expenses~~401(k) company match of $7,000, totaling ~~$15,424.~~$36,270.

(11)

~~(14)~~

~~Reflects amounts paid for (i) consulting services totaling $750,000 and (ii) severance payments totaling $3,246,792.~~

~~(15)~~

Reflects amounts paid for (i) automobile expenses of 11,881 and (ii) ~~401k~~401(k) company match of ~~$8,100~~$7,000, totaling ~~$20,888.~~$18,881.

(12)

~~(16)~~

Reflects amounts paid for ~~(i) automobile expenses and (ii) 401k~~401(k) company match of ~~$8,100 totaling $19,127.~~$7,000.

(13)

~~(17)~~

Reflects ~~amounts~~amount paid for (i) ~~final paid time off totaling $32,197~~retention payment of $330,000 and (ii) ~~severance totaling $1,195,500.~~

~~(18)~~

~~Reflects amounts paid for (i) final paid time off totaling $13,650, (ii) severance totaling $1,805,495 and (iii) a transition bonus totaling $200,000.~~

~~(19)~~

~~Reflects amounts paid for (i) automobile expenses totaling $9,600 and (ii) 401k~~401(k) company match of ~~$8,100~~$7,000, totaling ~~$17,700.~~

~~(20)~~

~~Reflects amounts paid for 401k company matching totaling $8,100.~~

$337,000.

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~~Table of Contents~~

Grants of Plan Based Awards

The following table sets forth each plan-based award granted to our NEOs during the year ended December 31, ~~2017.~~2019. The FASB ASC Topic No. 718 value of these awards is also reflected in the Stock Awards and Option Awards columns of the Summary Compensation Table above:

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						Number of Shares of Stock or Units (#)		Awards Securities Underlying Options (#))		Exercise or Base Price of Option Awards ($/Sh)		Value of Stock and Option Awards ($)(3)
Name(a)	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Number of Shares of Stock or Units (#)		Awards Securities Underlying Options (#))		Exercise or Base Price of Option Awards ($/Sh)		Value of Stock and Option Awards ($)(3)
Glenn Lurie				463,500		927,000		1,622,250		174,051		348,101		696,202
		6/6/2019														221,518						1,524,044
		6/6/2019																148,920		6.88		435,442
David Clark				136,771		273,543		478,700		55,696		111,392		222,784
		6/6/2019														70,886						487,696
		6/6/2019																47,654		6.88		139,340
Jeffrey Miller				194,425		388,850		680,488		34,810		69,620		139,240
		6/6/2019														44,303						304,805
		6/6/2019																29,784		6.88		87,088
Mary Clark				180,250		360,500		630,875		34,810		69,620		139,240
		6/6/2019														44,303						304,805
		6/6/2019																29,784		6.88		87,088
Patrick Doran				125,094		250,187		437,827		34,810		69,620		139,240
		6/6/2019														44,303						304,805
		6/6/2019																29,784		6.88		87,088

(1)

Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards(1)

Estimated Future
Payouts Under
Equity Inventive
Plan Awards (2)

Number
of
Shares
of Stock

Awards
Securities
Underlying

Exercise
or Base
Price of
Option

Value of
Stock and
Option

Name(a)

Grant Date

Threshold
($)(1)(2)

Target
($)

Maximum
($)

Threshold
(#)(4)(5)

Target
(#)(3)

Maximum
(#)

or Units
(#)

Options
(#)

Awards
($/Sh)

Awards
($)(6)

Glenn
90,264 180,528 361,056

Lurie
11/13/2017 180,528 1,812,501

11/13/2017 507,101 10.04 1,781,953

11/13/2017 1,000,000 10.04 3,514,000

Stephen G.
343,750 687,500 1,203,125 28,457 56,914 113,828

Waldis
3/24/2017 43,240 1,121,646

4/26/2017 13,674 336,654

3/24/2017 123,545 25.94 121,665

4/26/2017 40,219 24.62 346,567

Ron
— — — — — —

Hovsepian
3/24/2017 54,780 1,420,993

3/24/2017 156,515 25.94 1,421,000

Lawrence
170,000 340,000 595,000

Irving
425,000 531,250 637,500 23,827 47,654 95,308

7/26/2017 32,700 40,875 49,050

4/27/2017 47,654 633,322

4/27/2017 140,161 13.29 651,959

John W.
— — — — — —

Frederick
3/24/2017 36,623 �� 950,001
��

3/24/2017 17,348 450,007

Karen
— — — — — — — — — —

Rosenberger

Robert E.
190,000 380,000 665,000

Garcia
475,000 593,750 712,500 16,063 32,125 64,250

7/26/2017 39,500 49,375 59,250

3/24/2017 32,125 833,323

3/24/2017 91,787 25.94 833,334

Christopher
187,000 374,000 654,500

Putnam
340,000 425,000 510,000 15,309 30,618 61,236

7/26/2017 28,350 35,438 42,525

5/8/2017 30,618 499,992

5/8/2017 87,481 16.33 499,998

Daniel
168,000 336,000 588,000

Rizer
420,000 525,000 630,000 10,206 20,412 40,824

7/26/2017 35,000 43,750 52,500 333,328

5/8/2017 20.412 58,320 16.33 333,328

~~(1)~~: Each of our NEOs ~~other than Mr. Lurie who was hired on November 13, 2017,~~ was granted a non-equity incentive plan award pursuant to our ~~2017~~2019 annual cash incentive bonus compensation plan. The amounts shown in the ~~"Threshold"~~“Threshold” column reflect the cash payment that would have been awarded under our ~~2017~~2019 annual

~~Table of Contents~~

cash incentive bonus plan if we had achieved the threshold payout level for a single corporate objective with the lowest weight. The amounts shown in the ~~"Target"~~“Target” column reflect the target payment level under our ~~2017~~2019 cash annual incentive bonus plan if we had achieved all of the objectives previously approved by our Compensation Committee at target levels. The amounts shown in the ~~"Maximum"~~“Maximum” column reflect the maximum payouts under our ~~2017~~2019 cash annual incentive bonus compensation plan if we had achieved all of the objectives previously approved by our Compensation Committee at or above the maximum level. The corporate and business components of our ~~2017~~2019 cash annual incentive bonus compensation plan are discussed in greater detail in "“Compensation Discussion and Analysis"” above. The actual amounts paid to each NEO are shown in the Summary Compensation Table above. The table does not include the individual discretionary component portion of the ~~NEOs'~~NEOs’ aggregate targeted annual cash incentive bonus amount.

(2)

Reflects non-equity award (cash) granted pursuant to the Retention Bonus Plan. The amounts shown in the "threshold" column reflects the minimum award granted under the Retention Bonus Plan. The "target" column above reflects the award granted if the volume-weighted average of our common stock's closing price for 20 consecutive trading days exceeds $30. The "maximum" column reflects the award granted if the volume-weighted average of our common stock's closing price for 20 consecutive trading days exceeds $35.

~~(3)~~

Represents target number of performance shares. The actual number of the shares subject to be issued, which could range from 0 to two times the initial target amount, will depend upon whether the issuer has met certain performance metrics for 2018 and 2019. One-half of the shares, if any, will be issued on or about March 2019 based on the issuer's performance for 2018 and the remaining one-half of the shares, if any, will be issued on or about March 2020 based on the issuer's performance for 2019.

~~(4)~~

~~Reflects 2017-2019~~2019-2021 Performance ~~Shares~~Cash Unit as described in greater detail in ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” above. The amounts shown in the ~~"threshold"~~“Threshold” column reflect the ~~2017-2019~~2019-2021 Performance ~~Shares~~Cash Units that will be earned if certain minimum financial goals are achieved. The amounts shown in the ~~"target"~~“Target” column reflect the number of ~~2017-2019~~2019-2021 Performance ~~Shares~~Cash Units that will be earned if all of the ~~2017-2019~~2019-2021 financial goals are achieved at target levels. The amounts shown in the ~~"maximum"~~“Maximum” column reflect the maximum number of ~~2017-2019~~2019-2021 Performance ~~Shares~~Cash Units that can be earned if all of the ~~2017-2019~~2019-2021 financial goals are achieved at or above maximum levels. ~~None of the financial goals were achieved in 2017, and, thus, there were no shares earned in 2017.~~

(3)

~~(5)~~

Reflects restricted stock granted pursuant to the Retention Bonus Plan. The amounts shown in the "threshold" column reflects the minimum amount of shares granted under the Retention Bonus Plan. The "target" column above reflects the number of shares granted if the volume-weighted average of our common stock's closing price for 20 consecutive trading days exceeds $30. The "maximum" column reflects the number of shares granted if the volume-weighted average of our common stock's closing price for 20 consecutive trading days exceeds $35.

~~(6)~~

The amount in this column reflects the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of stock awards and options granted to our NEOs. See Footnote 32 to the Financial Statements included in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2017~~2019 for a discussion of our assumptions in estimating the fair value of our stock and option awards.

TABLE OF CONTENTS

~~Table of Contents~~

Description of Awards Granted in ~~2017~~

2019



		•		*Glenn Lurie:*
				On ~~November 13, 2017,~~June 6, 2019, we granted Mr. Lurie (i) an option to purchase ~~507,101~~148,920 shares of our Common Stock, (ii) 180,528 time-based restricted shares of our Common Stock, (iii) a target award of 180,528 Performance Shares, which are earned based on our Company's achievement of performance metrics to be established by the Compensation Committee in 2018 and (iv) an option to purchase 1,000,000 shares of our Common Stock that does not vest until the third anniversary of the grant date.

		•		*~~Stephen G. Waldis:~~*
				~~On March 24, 2017, we granted Mr. Waldis (i) an option to purchase 123,545 shares of our Common Stock, (ii) 43,240~~221,518 time-based restricted shares of our Common Stock and (iii) a target award of ~~43,240~~348,101 2019-2021 Performance ~~Shares,~~Cash Units, which are earned based on our ~~Company's~~Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section ofin this Proxy Statement.
		• David Clark: On ~~April 27, 2017 in connection with Mr. Waldis being appointed as our Chief Executive Officer,~~June 6, 2019, we granted Mr. ~~Waldis~~Clark (i) an option to purchase ~~40,219~~47,654 shares of our Common Stock, (ii) ~~13,674~~70,886 time-based restricted shares of our Common Stock and (iii) a target award of ~~13,674~~111,392 2019-2021 Performance ~~Shares~~Cash Units, which are earned based on our ~~Company's~~Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section ofin this Proxy Statement.


		•		*~~Ronald Hovsepian:~~*Jeffrey Miller:
				On ~~March 24, 2017,~~June 6, 2019, we granted Mr. ~~Hovsepian~~Miller (i) an option to purchase ~~156,515~~29,784 shares of our Common Stock, (ii) ~~54,780~~44,303 time-based restricted shares of our Common Stock and (iii) a target award of ~~54,780~~69,620 2019-2021 Performance ~~Shares,~~Cash Units, which are earned based on our ~~Company's~~Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section ofin this Proxy Statement. ~~All of these shares were forfeited in connection with Mr. Hovsepian's termination except for 18,260 shares of common stock that were vested.~~


		•		*~~Lawrence Irving:~~*Mary Clark:
				On ~~April 27, 2017~~June 6, 2019, we granted ~~Mr. Irving~~Ms. Clark (i) an option to purchase ~~140,161~~29,784 shares of our Common Stock, (ii) ~~47,654~~44,303 time-based restricted shares of our Common Stock and (iii) a target award of ~~47,654 2017~~69,620 2019-2021 Performance ~~Shares,~~Cash Units, which are earned based on our ~~Company's~~Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section in this Proxy Statement. ~~On July 26, 2017, we issued 32,700 Retention Restricted Shares to Mr. Irving under our Retention Plan.~~


		•		*~~Robert E. Garcia:~~*Patrick Doran:
				On ~~March 24, 2017,~~June 6, 2019, we granted Mr. ~~Garcia~~Doran (i) an option to purchase ~~91,787~~29,784 shares of our Common Stock, (ii) ~~32,125~~44,303 time-based restricted shares of our Common Stock and (iii) a target award of ~~32,125~~69,620 2019-2021 Performance ~~Shares,~~Cash Units, which are earned based on ~~the Company's~~our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section in this Proxy Statement. ~~On July 26, 2017, we issued 39,500 Retention Restricted Shares to Mr. Garcia under our Retention Plan.~~

		•		*~~John Frederick:~~*
				On March 24, 2017 we granted Mr. Frederick (i) 36,623 time-based restricted shares of our Common Stock, (ii) 17,348 time-based restricted shares of our Common Stock, and (iii) a target award of 36,623 Performance Shares, which are earned based on the Company's achievement of performance metrics discussed in the Compensation Discussion and Analysis section of this Proxy Statement. As the result of Mr. Frederik's resignation on April 27, 2017, all of these restricted shares were unvested and forfeited on the same date.

		•		*~~Christopher S. Putnam:~~*
				On May 8, 2017, we granted Mr. Putnam (i) an option to purchase 87,481 shares of our Common Stock and (ii) 30,618 time-based restricted shares of our Common Stock and (iii) a target award of 30,618 Performance Shares, which are earned based on the Company's achievement of performance metrics discussed in the Compensation Discussion and Analysis section of this Proxy Statement. On July 26, 2017, we issued 28,350 Retention Restricted Shares to Mr. Putnam under our Retention Plan.

		•		*~~Daniel Rizer:~~*
				On May 8, 2017, we granted Mr. Rizer (i) an option to purchase 58,320 shares of our Common Stock and (ii) 20,412 time-based restricted shares of our Common Stock and (iii) a target award of 20,412 Performance Shares, which are earned based on the Company's achievement of performance metrics discussed in the Compensation Discussion and Analysis section of this Proxy Statement. On July 26, 2017, we issued 35,000 Retention Restricted Shares to Mr. Rizer under our Retention Plan.

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~~Table of Contents~~

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding each unexercised option and all unvested stock held by each of our NEOs as of December 31, ~~2017~~

2019:

	Option Awards												Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)(24)
Glenn Lurie		264,115(2)		242,986		10.04		11/13/2024
		—		1,000,000(3)		10.04		11/13/2024
		51,494(4)		60,858		10.62		4/5/2025
				148,920(5)		6.88		6/6/2026
										60,176(6)		285,836
										98,871(7)		69,637
										221,518(8)		1,052,210
														273,070(9)		1,297,082
														180,528(10)		857,508
														348,101(11)		1,653,479
David Clark		48,956(12)		81,593		6.41		7/6/2025
				47,654(5)		6.88		6/6/2026
										124,804(13)		592,819
										70,886(8)		336,708
														111,392(11)		529,112
Jeffrey Miller		22,847(14)		61,510		6.20		11/2/2025
				29,784(5)		6.88		6/6/2026
										90,726(15)		430,948
										44,303(8)		210,439
														69,620(11)		330,695
Mary Clark		36,666(16)		43,334		8.05		2/1/2025
				29,784(5)		6.88		6/6/2026
										16,875(17)		80,156
										44,303(8)		210,439
														30,000(18)		184,200
														69,620(11)		330,695
Patrick Doran		10,340(19)				32.40		2/13/2021
		10,447(20)				41.37		2/9/2022
		15,237(21)		663		25.81		2/19/2023
		41,431(22)		22,721		16.33		5/8/2024
		10,298(4)		12,172		10.62		4/5/2025
				29,784(5)		6.88		6/6/2026
										19,775(7)		99,391
										44,303(8)		210,439
										11,226(23)		53,323
														54,614(9)		335,330
														69,620(11)		330,695

(1)

                                                                                           Option Awards

                                                 Stock Awards

Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)

Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(1)

Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)

Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#)(31)

Glenn Lurie
—   507,101(13) 10.04 11/13/2024

— 1,000,000(14)   10.04

11/13/2024

  180,528(2)   1,613,920

  180,528(30)   1,613,920

Stephen G. Waldis
160,000(3) — 30.50 12/6/2018

  76,400(4) — 31.02 2/14/2020

  83,771(5)     3,642       32.40 2/13/2021

  49,970(6)   20,576       41.37 2/9/2022

  60,978(7)   72,065       25.81 2/19/2023

—   123,545(11)   25.94 3/24/2024

—   40,219(12) 24.62 4/26/2024

  8,633(19)     77,179

35,300(20)    315,582

43,240(21)    386,566

  13,674(8)    122,246

  38,204(9)    341,543

105,902(26)    946,764

  51,802(27)    463,110

  86,480(28)    773,131

  27,348(28)    244,491

Ron Hovsepian
— — — — — — —

Lawrence Irving
—   140,161(15)   13.29 4/27/2024

47,654(22)   426,026

  95,308(28)   852,053

  49,050(29)   438,507

John W. Frederick
— — — — — — —

Karen L. Rosenberger
— — — — — — —

Robert E. Garcia
    12,323(4)   — 31.02 2/14/2020

    38,958(5)       2,292       32.40 2/13/2021

    32,755(6)     13,487       41.37 2/9/2022

    37,182(7)     43,942       25.81 2/19/2023

—     91,787(11) 25.94 3/24/2024

  5,659(19)     50,591

  21,524(20)   192,425

  32,125(21)   287,198

  25,043(9)   223,884

  64,574(26)   577,292

  33,956(27)   303,567

  64,250(28)   574,395

  59,250(29)   529,695

Christopher Putnam
    1,938(16)          969       50.31 4/15/2022

   9,432(17)      8,677       36.06 11/13/2022

   11,452(7)       13,534       25.81 2/19/2023

—   87,481(18)   16.33 5/8/2024

     356(23)       3,183

   4,000(10)       35,760

  6,629(20)     59,263

30,618(24)   273,725

  19,888(26)   177,799

    2,138(27)     19,114

  61,236(28)   547,450

  42,525(29)   380,174

~~Table of Contents~~

~~(1)~~: Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing market price per share of our Common Stock on December ~~29, 2017,~~31, 2019, which was the last trading day of ~~2017,~~2019, which was ~~$8.94~~$4.75 per share. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our Common Stock. Each of the options and restricted shares automatically vest if we are acquired and the NEO is either involuntarily terminated or voluntarily resigns for good reason under certain circumstances following our change of control, as discussed in more detail below under "“Employment Agreements."”

(2)

The option vests over four years from the vesting start date of November 13, 2017, with 25% vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option will be fully exercisable on November 13, 2021.

(3)

~~(2)~~

The option shall become exercisable with respect to the shares subject to the option when the person completes three years of continuous service after November 13, 2017.

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(4)

The option commences vesting from the vesting start date of April 5, 2018, with 25% vested on February 28, 2019 and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option will be fully exercisable on February 28, 2022.

(5)

The option vests over four years from the vesting start date of June 6, 2019, with 25% vesting on June 6, 2020 and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option will be fully exercisable on June 6, 2023.

(6)

Reflects restricted shares granted on November 13, 2017. One-third of the shares vested on each of November 13, 2018 and 2019 and one-third of the shares will vest on ~~each of~~ November 13, ~~2019 and~~ 2020, provided the NEO remains continuously employed by the Company on those dates.

(7)

Reflects restricted shares granted on April 5, 2018. One-third of the shares vested on each of February 28, 2019 and 2020, and one-third of the shares will vest on February 28, 2021, provided the NEO remains continuously employed by the Company on those dates.

(8)

~~(3)~~

Reflects restricted shares granted on June 6, 2019. One-third of the shares will vest on each of June 6, 2020, March 6, 2021 and March 6, 2022, provided the NEO remains continuously employed by the Company on those dates.

(9)

Reflects target number of 2018-2020 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2018, 2019 and 2020. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2020.

(10)

Represents target number of target number of performance shares under the 2018-2019 CEO New Hire LTI Plan as described in greater detail in “Compensation Discussion and Analysis” above. The actual number of the shares subject to be issued, which could range from 0 to two times the initial target amount and will depend upon whether the issuer has met certain performance metrics for 2018 and 2019. One-half of the shares were issued in March 2019 based on the issuer’s performance for 2018 and the remaining one-half of the shares, if any, were issued in March 2020 based on the issuer’s performance for 2019. The Reporting Person was entitled to sell the shares upon issuance provided the Reporting Person was continuously employed by the Company through the date of issuance.

(11)

Reflects target number of 2019-2021 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2019, 2020 and 2021. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2021.

(12)

The option ~~vested~~vests over four years from the vesting start date of ~~continuous service following December~~July 6, ~~2011,~~2018, with 25% vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option will be fully exercisable on July 6, 2022.

(13)

Reflects restricted shares granted on July 6, 2018. One-third of the shares vested on July 6, 2019, and one-third of the shares will vest on each of July 6, 2020 and 2021, provided the NEO remains continuously employed by the Company on those dates.

(14)

The option vests over four years from the vesting start date of November 2, 2018, with 25% vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option will be fully exercisable on November 2, 2022.

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(15)

Reflects restricted shares granted on November 2, 2018, with 25% vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal quarterly installments over an additional 36 months of continuous service to the Company.

(16)

The option vests over four years from the vesting start date of February 1, 2018, with 25% vesting after the completion of the first year of service with the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option iswill be fully ~~exercisable.~~

~~(4)~~

~~The option vested over four years of continuous service following~~exercisable on February ~~14, 2013,~~1, 2022.

(17)

Reflects restricted shares granted on February 1, 2018, with 25% vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal ~~monthly~~quarterly installments over an additional 36 months of continuous ~~service. As a result,~~service to the ~~option became~~Company.

(18)

Reflects 2018-2020 Performance Shares as described in greater detail in “Compensation Discussion and Analysis” above. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2018, 2019 and 2020. The actual number of shares earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These shares will become fully ~~exercisable on February 14, 2017.~~vested when the actual number of shares is determined for the fiscal year 2020.

(19)

~~(5)~~

The option vests over four years from the vesting start date of February 13, 2014, with 25% vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option ~~will be~~with respect to Mr. Doran became fully exercisable on February ~~13,~~14, 2018.

(20)

~~(6)~~

The option vests over four years from the vesting start date of ~~continuous service following~~ February 9, 2015, with 25% vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option with respect to Mr. Doran became fully exercisable on February 9, 2019.

(21)

The option vests over four years from the vesting start date of February 19, 2016, with 25% vesting after the completion of the first year of service with the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option with respect to Mr. Doran became fully exercisable on February 19, 2020.

(22)

The option vested over four years from the vesting start date of May 8, 2017, with 25% vesting after the completion of the first year of service with the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on ~~February 9, 2019.~~

~~(7)~~

The option vests over four years of continuous service following February 19, 2016, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on February 19, 2020.

~~(8)~~

Reflects restricted shares granted on April 26, 2017. One-third of the shares vested on April 26, 2018 and one-third of the shares will vest on each of April 26, 2019 and 2020 provided the NEO remains continuously employed by the Company on those dates.

~~(9)~~

~~Reflects restricted shares granted on June 30, 2015. The shares fully vested on February 17, 2018.~~

~~(10)~~

Reflects restricted shares vesting over four years of continuous service following November 13, 2015, with 25% of the shares vesting after the first year of service and the remaining shares vesting ratably on a quarterly basis thereafter, provided the NEO remains continuously employed by the Company through those dates.

~~(11)~~

The options shall become exercisable with respect to the first 25% of the shares subject to the option when the Reporting Person completes 12 months of continuous service after March 24, 2017. The option shall

~~Table of Contents~~

~~become exercisable to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter.~~

~~(12)~~: The options shall become exercisable with respect to the first 25% of the shares subject to the option when the Reporting Person completes 12 months of continuous service after April 26, 2017. The option shall become exercisable to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter
~~(13)~~: The options shall become exercisable with respect to the first 25% of the shares subject to the option when the Reporting Person completes 12 months of continuous service after November 13, 2017. The option shall become exercisable to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter.
~~(14)~~: ~~The option shall become exercisable with respect to the shares subject to the option when the person completes there years of continuous service after November 13, 2017.~~
~~(15)~~: The options shall become exercisable with respect to the first 25% of the shares subject to the option when the Reporting Person completes 12 months of continuous service after April 27, 2017. The option shall become exercisable to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter.
~~(16)~~: The options shall become exercisable with respect to the first 25% of the shares subject to the option when the Reporting Person completes 12 months of continuous service after April 15, 2015. The option shall become exercisable to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter
~~(17)~~: The options shall become exercisable with respect to the first 25% of the shares subject to the option when the Reporting Person completes 12 months of continuous service after November 13, 2015. The option shall become exercisable to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter.
~~(18)~~: ~~The options shall become exercisable with respect to the first 25% of the shares subject to the option when the Reporting Person completes 12 months of continuous service after~~ May 8, ~~2017. The option shall become exercisable to an additional 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service thereafter.~~2021.

(23)

~~(19)~~

Reflects restricted shares granted on February 9, 2015. One-third of the shares vested on February 17, 2016 and one-third of the shares will vest on each of February 17, 2017 and 2018, provided the NEO remains continuously employed by the Company on those dates. The shares are currently fully vested.

~~(20)~~

Reflects restricted shares granted on February 19, 2016. One-third of the shares vested on February 19, 2017 and one-third of the shares will vest on each of February 19, 2018 and 2019, provided the NEO remains continuously employed by the Company on those dates.

~~(21)~~

Reflects restricted shares granted on March 24, 2017. One-third of the shares vested on February 24, 2018 and one-third of the shares will vest on each of March 24, 2019 & 2020, provided NEO remains continuously employed by the Company on those dates.

~~(22)~~

Reflects restricted shares granted on April 27, 2017. One-third of the shares vested on April 27, 2018 and one-third of the shares will vest on each of April 27, 2019 and 2020, provided the NEO remains continuously employed by the Company on those dates.

~~(23)~~

Reflects restricted shares granted on April 15, 2015. One-third of the shares vested on April 15, 2016 and one-third of the shares will vest on each of April 15, 2017 and 2018, provided the NEO remains continuously employed by the Company on those dates. The shares are currently fully vested.

~~(24)~~

Reflects restricted shares granted on May 8, ~~2017. One-third~~2017, with 25% vesting each year for four years of ~~the shares vested on May 8, 2018 and one-third of the shares will vest on each of May 8, 2019 and 2020, provided the NEO remains continuously employed by the Company on those dates~~

~~(25)~~

Reflects restricted shares granted on May 11, 2015. One-third of the shares vested on May 11, 2016 and one-third of the shares will vest on each of May 11, 2017 and 2018, provided the NEO remains continuously employed by the Company on those dates

~~(26)~~

Each NEO was awarded a 2016-2018 performance-based restricted share award that is earned upon our Company's achievement of certain financial objectives for the three-year period from 2016 to 2018 (as described in greater detail in "Compensation Discussion and Analysis" above). In order to align the Executivescontinuous service with the ~~Company's strategic direction, the Compensation Committee agreed to terminate the~~

Company.

(24)

~~Table of Contents~~

2016-2018 plan after the 2016 performance year and bifurcate the 2016-2018 into 2 tranches: 1) shares earned in 2016 and 2) shares earned from 2017-2018. The amount shown reflects the maximum award if all of the associated performance metrics are achieved. The actual earned amounts are reflected in the table below:

Name of Recipient
Shares Earned 2016 Shares Earned 2017
Stephen G. Waldis
16,467 0
Robert Garcia
10,040 0
Christopher Putnam
3,402 0
Daniel Rizer
2,169 0

~~(27)~~: Each NEO employed by our Company on February 19, 2015 was awarded a 2015-2017 performance-based restricted share award that vests upon our Company's achievement of certain financial objectives for the three-year period from 2015 to 2017. The amount shown reflects the maximum award if all of the associated performance metrics are achieved. The actual earned amounts are reflected in the table below:

~~Name of Recipient~~		~~Shares Earned~~

~~Stephen G. Waldis~~			~~38,204~~
~~Robert Garcia~~			~~25,403~~
~~Christopher Putnam~~			~~1,577~~
~~Daniel Rizer~~			~~5,658~~

~~(28)~~: Reflects 2017-2019 Performance Shares as described in greater detail in "Compensation Discussion and Analysis" above. The amounts shown reflect the 2017-2019 Performance Shares that will be earned if certain financial goals are achieved. The actual number of shares subject to be issued could range from 0 to two times the amount shown above. None of the financial goals were achieved in 2017, and, thus, there were no shares earned in 2017.
~~(29)~~: Represents the maximum amount of restricted stock that may be granted pursuant to the Retention Bonus Plan. The possible amounts of shares are displayed for each participant in the table below. If at any time prior to July 26, 2019, the volume-weighted average of the Company's Common Stock closing price for 20 consecutive trading days (i) exceeds $30, the number of shares that will vest upon the vesting date shall be 125% of the target amount and (ii) exceeds $35, the number of shares that will vest upon the vesting date shall be 150% of the target amount.

Participant
Target Shares $30 Stock Price
(125%) Shares $35 Stock Price
(150%) Shares
Lawrence Irving
32,700 40,875 49,050
Robert Garcia
39,500 49,375 59,250
Christopher Putnam
28,350 35,438 42,525
Daniel Rizer
35,000 43,750 52,500

~~(30)~~: Represents target number of performance shares. The actual number of the shares subject to be issued, which could range from 0 to two times the initial target amount, will depend upon whether the issuer has met certain performance metrics for 2018 and 2019. One-half of the shares, if any, will be issued on or about March 2019 based on the issuer's performance for 2018 and the remaining one-half of the shares, if any, will be issued on or about March 2020 based on the issuer's performance for 2019. The Reporting Person will be entitled to sell the shares upon issuance provided the Reporting Person is continuously employed by the Company through the date of issuance
~~(31)~~: Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing market price per share of our Common Stock on December ~~29, 2017,~~31, 2019, which was the last trading day of ~~2017,~~2019, which was ~~$8.94~~$4.75 per share. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our Common Stock. Each of the options and restricted shares automatically vest if we are acquired and the NEO is either involuntarily terminated or voluntarily resigns for good reason under certain circumstances following our change of control, as discussed in more detail below under "“Employment Agreements."”
~~(32)~~: ~~Reflects restricted shares granted on June 29, 2015. The shares fully vested on February 17, 2018.~~

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Option Exercises and Stock Vested

The following table shows the number of shares acquired upon exercise of options by each NEO during the year ended December 31, ~~2017,~~2019, and the shares of restricted stock held by each NEO that vested during the year ended December 31, ~~2017.~~

2019.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(1)
Glenn Lurie		-0-		-0-		141,372		922,234
David Clark		-0-		-0-		41,525		349,225
Jeffrey Miller		-0-		-0-		30,242		185,081
Mary Clark		-0-		-0-		8,561		60,719
Patrick Doran		-0-		-0-		24,819		198,948

Option Awards

Stock Awards

Name
Number of
Shares
Acquired on
Exercise (#) Value
Realized on
Exercise
($)(1) Number of
Shares
Acquired on
Vesting (#) Value
Realized on
Vesting
($)(1)

Glenn Lurie

Stephen G. Waldis
74,126 2,580,863

Ronald Hovsepian
18,260 242,675

Lawrence Irving

Karen Rosenberger
777 3,700 14,502 498,928

John Frederick

Robert E. Garcia
22,320 167,986 48,125 1,676,691

Christopher S. Putnam
— — 11,921 286,037

Daniel Rizer
— — 17,358 479,247
(1)

~~(1)~~: For option awards, value realized on exercise is based on the fair market value of our Common Stock on the exercise date less the exercise price. For stock awards, value realized on vesting is based on the fair market value of our Common Stock on the vesting date. In neither case do the amounts set forth above necessarily reflect proceeds actually received by the NEO. Our NEOs will only realize value on these awards when the underlying shares are sold, which value may differ from the value shown in the table above as it is dependent on the price at which such shares of Common Stock are actually sold.

Employment Agreements

Chief Executive Officer

In connection with the appointment of Mr. Lurie as our Chief Executive Officer on November 13, 2017, we entered into an employment agreement with him. Pursuant to the terms of his appointment as Chief Executive Officer, Mr. Lurie is entitled to receive an annual base salary of ~~$750,000~~$772,500 and be eligible to receive an annual performance bonus, with a target amount equal to 120% of his annual base salary, based upon the achievement of certain Company and individual objectives as determined by the Board or its Compensation Committee. The Board or its Compensation Committee shall review Mr. ~~Lurie's~~Lurie’s base salary at least annually to determine whether to increase (but not decrease) the base salary in its ~~discretion~~

discretion. The Company granted Mr. Lurie an initial award of 180,528 time-based restricted stock awards, time-based stock options to purchase 507,101 shares of ~~the Company's common stock~~our Common Stock (the “Initial Options”) and 180,528 ~~performance~~performance-based restricted shares (the “RSAs”), effective on his first day of employment. The restricted stock awards will vest in equal annual installments on each anniversary of the grant date over a period of three years. The time-based stock options will vest 25% after the first year and 1/48th for each month of service thereafter. Each vested ~~Performance Share~~performance-based restricted share will entitle Mr. Lurie to receive one share of ~~common stock of the Company.~~our Common Stock based on our Company’s performance during 2018 and 2019. The 2018 and 2019 Company performance goals shall be determined by the Board or its Compensation Committee at the time ~~the Company's~~our Company’s business plan for such period is determined.

One-half of the performance-based restricted shares vested in March 2019 based on the Company’s 2018 performance and the remaining one-half vested in March 2020 based on our Company’s 2019 performance.

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In addition, as an inducement for Mr. Lurie to join our Company as Chief Executive, due to his unique skill set, he was granted a one-time option to purchase 1,000,000 shares of ~~the Company's common~~

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~~stock~~our Common Stock (the "~~Challenge Grant~~"“Challenge Grant” and collectively with the RSAs, the Initial Options and the Performance Shares, the "~~Inducement Awards~~"“Inducement Awards”), at an exercise price of $10.04 per share, the closing price of ~~the Company's common stock~~our Common Stock on The Nasdaq Global Select Market on November 13, 2017. The Challenge Grant shall vest in full on the third anniversary of the date of grant and shall expire on the seventh anniversary of the date of grant.

Pursuant to his employment agreement, Mr. Lurie will be eligible to receive severance benefits if he is subject to an involuntary termination, contingent on him signing and not revoking a general release of all claims against the Company. The employment agreement provides that if prior to the 120 days before, or after 24 months following, the occurrence of a ~~"change~~“change in ~~control"~~control” (as defined in the employment agreement), Mr. Lurie is subject to an ~~"involuntary termination"~~“involuntary termination” (as defined in the employment agreement), he shall be eligible to receive a lump-sum severance payment equal to (i) two times the sum of his base salary in effect at the time of termination plus his average bonus received in the immediately preceding two years plus (ii) an amount equal to 24 times the monthly amount the Company was paying on behalf of Mr. Lurie and his eligible dependents with respect to the ~~Company's~~Company’s group health insurance plans in which Mr. Lurie and his eligible dependents were participants as of the date of termination. In addition, all stock options, shares of restricted stock, and other equity awards granted by the Company and held by Mr. Lurie at the time of the involuntary termination shall be credited with an additional 12 months of vesting service as of the date of the termination; except that if the termination occurs prior to the third anniversary of the date of the grant of the Challenge Grant, then the number of shares subject to the Challenge Grant which vest shall equal to the product of (i) 1,000,000 shares and (ii) a fraction equal to (A) the number of complete calendar months that have elapsed since November 13, 2017 through the date of the involuntary termination and (B) 36. Acceleration of performance vested restricted stock shall be determined based on the actual achievement of pro-rated performance goals through the date of involuntary termination. The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that Mr. Lurie receives from the Company under any applicable federal or state statute.

The employment agreement also ~~provide~~provides that if an involuntary termination occurs within 120 days prior to or 24 months following a change in control, Mr. Lurie shall be eligible to receive a lump sum severance payment equal to (i) 2.99 times his base salary in effect at the time, (ii) two times his average bonus received in the immediately preceding two years, plus (iii) an amount equal to 24 times the monthly amount the Company was paying on behalf of Mr. Lurie and his eligible dependents with respect to the ~~Company's~~Company’s group health insurance plans in which Mr. Lurie and his eligible dependents were participants as of the date of termination. In addition, his outstanding stock options, shares of restricted stock, and other equity awards granted by the Company shall accelerate and be fully vested (other than performance-related restricted stock that is tied to performance after the change of control). The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that Mr. Lurie receives from the Company under any applicable federal or state statute.

In the event of Mr. ~~Lurie's~~Lurie’s death, Mr. ~~Lurie's~~Lurie’s estate will receive an amount equal to his target cash incentive bonus for the fiscal year in which such termination occurs (or, if greater, the bonus amount determined based on the applicable factors and actual performance for such fiscal year). In addition, all stock options, shares of restricted stock (other than performance-related restricted stock), and other time-based equity awards granted by the Company and held by Mr. Lurie at the time of his death (other than the Challenge Grant) shall accelerate and be fully vested, and a pro rata portion of the Challenge Grant equal to

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(i) 1,000,000 shares times (ii) a fraction the numerator of which is the number

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of complete calendar months that have elapsed between November 13, 2017 and the date Mr. ~~Lurie's~~Lurie’s employment ends due to death, and the denominator of which is 36 shall accelerate and be fully vested.

If Mr. ~~Lurie's~~Lurie’s employment terminates due to ~~"permanent disability"~~“permanent disability” (as defined in ~~the~~his employment agreement), Mr. Lurie will be entitled to receive (i) an amount equal to his target cash incentive bonus for the fiscal year in which such termination occurs (or, if reasonably ascertainable and greater, the bonus amount determined based on the applicable factors and actual performance for such fiscal year), prorated based on the number of days of employment completed during that fiscal year, plus (ii) a lump sum amount equal to 24 times the monthly amount the Company was paying on behalf of Mr. Lurie and his eligible dependents with respect to the ~~Company's~~Company’s group health insurance plans in which Mr. Lurie and his eligible dependents were participants as of the date of termination. In addition, (i) all stock options, shares of restricted stock (other than performance-related restricted stock) and other time-based equity awards granted by the Company and held by Mr. Lurie (other than the Challenge Grant) shall accelerate and be fully vested as of the date of Mr. ~~Lurie's~~Lurie’s termination, and (ii) a pro rata portion of the Challenge Grant equal to ~~(i)~~(x) 1,000,000 shares times ~~(ii)~~(y) a fraction the numerator of which is the number of complete calendar months that have elapsed between November 13, 2017 and the date Mr. ~~Lurie's~~Lurie’s employment ends due to disability, and the denominator of which is 36 shall accelerate and be fully vested.

~~Chief Financial Officer~~

~~In connection with Mr. Irving's appointment as our Chief Financial Officer on April 27, 2017, we~~

Other Named Executive Officers

We entered into an employment agreement with ~~him. Pursuant to the terms of his employment with the Company,~~ Mr. Irving will receive an annual base salary of $425,000 and be eligible to receive an annual performance bonus, with a target amount equal to 80% of his annual base salary, based upon the achievement of certain Company and individual objectives as determined by the Compensation Committee or the Board. In addition, the Company granted Mr. Irving equity awards worth $1.9 million in value, basedClark on the Company's stock price on the date of grant. One-third of the grant is stock options, with 25% vesting one year after the date of the grant and 1/48th monthly thereafter, one-third is time-based restricted stock awards, with one-third vesting each year, and one-third is performance shares, with vesting based on the approval by the Board or the Compensation Committee that the Company has met certain performance metrics. Mr. Irving retired from the Company, effective August 9, 2018.

~~In connection with Mr. Clark's appointment~~ Each of Ms. Clark and Messrs. Doran and Miller are eligible participants of our Tier One Employment Plan which have substantially the same terms as ~~our Chief Financial Officer on August 9, 2018, we entered into an~~the employment agreement with ~~him. Pursuant to the terms of his employment with the Company,~~ Mr. Clark will receive an annual base salary of $385,000 and be eligible to receive an annual performance bonus, with a target amount equal to 70% of his annual base salary, based upon the achievement of certain Company and individual objectives as determined by the Compensation Committee or the Board. In addition, the Company will grant Mr. Clark restricted stock worth $1.19 million in value, based on the Company's stock price on the date of grant. The restricted stock awards vest in equal annual installments on the anniversary of the date of grant over a three year period. Mr. Clark was also granted an option to purchase 130,549 shares of the Company's Common Stock at an exercise price of $6.41, the closing price of the Company's common stock on the OTC Markets on July 6, 2018, the date of the grant. Such option will vest and become exercisableother than with respect to ~~25% of these shares on the one-year anniversary of the vesting commencement date and~~

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~~1/48th of the remaining shares shall vest on each month thereafter, subject to~~health insurance payments as described below. Mr. ~~Clark's continued service with the Company.~~

~~Pursuant to his~~Clark’s employment agreement ~~Mr. Clark~~and Tier One Employment Plan are collectively referred to as the “Employment Arrangements.” Under the Employment Arrangements, each NEO will be eligible to receive severance benefits if he or she is subject to an involuntary termination, contingent on him or her signing and not revoking a general release of all claims against the Company. The ~~employment agreement~~Employment Arrangements provide that if prior to the 120 days before, or after 24 months following, the occurrence of a ~~"change~~“change in ~~control"~~control” (as defined in the Employment Arrangements), the NEO is subject to an “involuntary termination” (as defined in the employment agreement), ~~Mr. Clark resigns for good reason (as defined in the employment agreement)~~he or ~~is terminated for a reason other than death, cause (as defined in the employment agreement) or permanent disability (as defined in the employment agreement), he~~she shall be eligible to receive a lump-sum severance payment equal to (i) one and ~~a half~~one-half times the sum of his or her base salary in effect at the time of termination plus (ii) his or her average bonus received in the immediately preceding two years plus ~~(ii)~~(iii) an amount equal to (a) for Mr. Clark, 24 times the monthly amount the Company was paying on behalf of Mr. Clark and his eligible dependents with respect to the ~~Company's~~Company’s group health insurance plans in which he and his dependents were participants as of the date of termination and (b) for the other NEOs, (x)12 times the monthly amount the Company was paying on behalf of the NEO and their eligible dependents with respect to the Company’s group health insurance plans in which their dependents were participants as of the date of termination. The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that the NEO receives from the Company under any applicable federal or state statute.

The Employment Arrangements also provide that if an involuntary termination occurs within the 120 days prior to or 24 months following a change in control, the NEO shall be eligible to receive a lump sum severance payment equal to two times his or her base salary in effect at the time and his or her average bonus received in the immediately preceding two years, plus an amount equal to 24 times the monthly amount the Company was paying on behalf of Mr. Clark and 18 times the other NEOs and his or her eligible dependents with respect to the Company’s group health insurance plans in which the NEO and his or her

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eligible dependents were participants as of the date of termination. The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that ~~Mr. Clark~~the NEO receives from the Company under any applicable federal or state statute.

The employment agreement also provides that if Mr. Clark resigns for good reason, or is terminated for a reason other than death, cause or permanent disability within 120 days prior to or 24 months following a change in control, Mr. Clark shall be eligible to receive a lump sum severance payment equal to (i) two times his base salary in effect at the time, (ii) two times his average bonus received in the immediately preceding two years, plus (iii) an amount equal to 24 times the monthly amount the Company was paying on behalf of Mr. Clark and his eligible dependents with respect to the Company's group health insurance plans in which Mr. Clark and his eligible dependents were participants as of the date of termination. In addition, ~~his outstanding~~all stock options, shares of restricted stock (other than performance related restricted stock), and other time-based equity awards granted by the Company and held by the NEO shall accelerate and be fully vested (other than performance-related restricted stock that is tied to performance after the change of control). The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that Mr. Clark receives from the Company under any applicable federal or state statute.

vested.

In the event of ~~Mr. Clark's~~a NEO’s death, ~~Mr. Clark's~~his or her estate will receive an amount equal to his or her target cash incentive bonus for the fiscal year in which such termination occurs (or, if greater, the bonus amount determined based on the applicable factors and actual performance for such fiscal year)~~, prorated based on the number of days he was employed by the Company during that fiscal year.~~. In addition, all stock options, shares of restricted stock (other than performance-related restricted stock), and other time-based equity awards granted by the Company and held by ~~Mr. Clark~~the NEO at the time of his or her death shall accelerate and be fully vested.

If ~~Mr. Clark's~~a NEO’s employment terminates due to ~~"permanent disability"~~“permanent disability” (as defined in the ~~employment agreement)~~Employment Arrangements), ~~Mr. Clark~~he or she will be entitled to receive (i) an amount equal to his or her target cash incentive bonus for the fiscal year in which such termination occurs (or, if reasonably ascertainable and greater, the bonus amount determined based on the applicable factors and actual performance for such fiscal year), prorated based on the number of days of employment completed during that fiscal year, plus (ii) a lump sum amount equal to 24 times the monthly amount the Company was paying on behalf of ~~Mr. Clark~~the NEO and his or her eligible dependents with respect to the Company's group health insurance plans in which Mr. Clark and his eligible dependents were participants as of the date of termination. In addition, all stock options, shares of restricted stock (other than performance-related restricted stock)

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~~and other time-based equity awards granted by the Company and held by Mr. Clark shall accelerate and be fully vested as of the date of Mr. Clark's termination.~~

~~Other Named Executive Officers~~

We entered into an employment agreement with Mr. Garcia on May 1, 2017, replacing his employment agreement dated January 1, 2015. Effective January 1, 2017, the employment agreements of Messrs. Putnam and Rizer were terminated as were most of the other executives of the Company, and replaced by Tier One Employment Plans, with substantially the same terms as the employment agreements of Messrs. Garcia and Irving. The employment agreement and Tier One Employment Plans are collectively referred to as the "Employment Arrangements". Pursuant to the Employment Arrangements, each NEO will be eligible to receive severance benefits if he is subject to an involuntary termination, contingent on him signing and not revoking a general release of all claims against the Company. The Employment Arrangements provide that if prior to, or after 24 months following, the occurrence of a "change in control" (as defined in the Employment Arrangements), the NEO is subject to an "involuntary termination" (as defined in the employment agreement), he shall be eligible to receive a lump-sum severance payment equal to (i) one and one-half times the sum of his base salary in effect at the time of termination plus his average bonus received in the immediately preceding two years plus (ii) an amount equal to 24 times the monthly amount the Company was paying on behalf of each NEO and his eligible dependents with respect to the Company'sCompany’s group health insurance plans in which the NEO and his eligible dependents were participants as of the date of termination. In addition, all stock options, shares of restricted stock (other than performance related restricted stock), and other time based equity awards granted by the Company and held by the NEO shall accelerate and be fully vested. The amount of these severance benefits shall be reduced by the amount of severance pay or ~~pay in lieu of notice that the NEO receives from the Company under any applicable federal or state statute.~~

The Employment Arrangements also provide that if an involuntary termination occurs within 120 days prior to or 24 months following a change in control, the NEO shall be eligible to receive a lump sum severance payment equal to two times his base salary in effect at the time and his average bonus received in the immediately preceding two years, plus an amount equal to 24 times the monthly amount the Company was paying on behalf of the NEO and his eligible dependents with respect to the Company's group health insurance plans in which the NEO and his eligible dependents were participants as of the date of termination. The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that the NEO receives from the Company under any applicable federal or state statute.

In the event of a NEO's death, his estate will receive an amount equal to his target cash incentive bonus for the fiscal year in which such termination occurs (or, if greater, the bonus amount determined based on the applicable factors and actual performance for such fiscal year). In addition, all stock options, shares of restricted stock (other than performance-related restricted stock), and other time-based equity awards granted by the Company and held by the NEO at the time of his death shall accelerate and be fully vested.

If a NEO's employment terminates due to "permanent disability" (as defined in the Employment Arrangements), he will be entitled to receive (i) an amount equal to his target cash incentive bonus for the fiscal year in which such termination occurs (or, if reasonably ascertainable and greater, the bonus amount determined based on the applicable factors and actual performance for such fiscal year),

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prorated based on the number of days of employment completed during that fiscal year, plus (ii) a lump sum amount equal to 24 times the monthly amount the Company was paying on behalf of the NEO and his eligible dependents with respect to the Company's group health insurance plans in which the NEO and hisher eligible dependents were participants as of the date of termination. In addition, all stock options, shares of restricted stock (other than performance-related restricted stock), and other time-based equity awards granted by the Company and held by the NEO at the time of his or her permanent disability shall accelerate and be fully vested.

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Estimated Payments and Benefits

The table ~~on next page~~below reflects the potential payments and benefits to which ~~the NEOs~~Messrs. Lurie, Clark, Miller and Doran and Ms. Clark would be entitled pursuant to their respective employment ~~agreements.~~agreements if such executive officer’s employment was terminated effective as of December 31, 2019. There are no agreements, arrangements or plans that entitle executive officers to severance, perquisites, or other enhanced benefits in connection with the termination of their employment other than the employment agreements and executive employment plan. ~~The amounts shown in the table below assume that each termination was effective as of December 31, 2017.~~

Name	Benefit	Voluntary Resignation/ Termination for Cause ($)		Involuntary Termination Prior to the 120 days before, or More Than 24 Months after, a Change in Control ($)		Termination Due to Death or Disability ($)		Involuntary Termination In the 120 days prior to or within 24 Months After a Change in Control ($)
Glenn Lurie	Severance (1)		0		2,073,750		927,000		3,367,275
	Option Acceleration (2)		0		0		0		0
	Restricted Stock Acceleration (3)		0		1,203,854(6)		1,807,683		4,867,510
	Benefit Continuation (4)		0		47,228		47,228		47,228
	Total Value		0		3,324,832		2,781,911		8,282,013
David Clark	Severance (1)		0		703,861		273,542		889,249
	Option Acceleration (2)		0		0		0		0
	Restricted Stock Acceleration (3)		0		0		929,527		929,527
	Benefit Continuation (4)		0		47,228		47,228		47,228
	Total Value		0		751,089		1,250,297		1,876,004
Jeffrey Miller	Severance (1)		0		704,854		388,850		889,279
	Option Acceleration (2)		0		0		0		0
	Restricted Stock Acceleration (3)		0		0		641,387		641,387
	Benefit Continuation (5)		0		19,935		39,871		29,903
	Total Value		0		724,789		1,070,108		1,570,569
Mary Clark	Severance(1)		0		746,375		360,500		926,625
	Option Acceleration (2)		0		0		0		0
	Restricted Stock Acceleration (3)		0		0		290,595		290,595
	Benefit Continuation (5)		0		11,936		23,872		17,905
	Total Value		0		758,311		674,967		1,235,124
Patrick Doran	Severance (1)		0		667,368		250,187		846,073
	Option Acceleration (2)		0		0		0		0
	Restricted Stock Acceleration (3)		0		0		357,694		357,694
	Benefit Continuation (6)		0		21,414		42,828		32,121
	Total Value		0		688,782		650,709		1,235,888

(1)

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Name

Benefit

Voluntary
Resignation/
Termination
for Cause($)

Involuntary
Termination
Prior to, or More
Than 24 Months
after, a Change
in Control($)

Termination
Due to
Death or
Disability($)

Involuntary
Termination
Within 24 Months
After a Change
in Control($)

Glenn Lurie Severance (1) $ — $ 3,300,000 (10) $ 900,000 $ 4,042,500

Option Acceleration (2) — — — —

Restricted Stock Acceleration (3) — 537,973 1613,920 1,613,920

Accrued Vacation (6) 48,077 48,077 48,077 48,077

Benefit Continuation (7) — 30,550 30,550 (8) 30,550

Total Value $ 48,077 $ 3,916,600 $ 2,592,547 $ 5,735,047

Stephen G. Waldis Severance (1) $ — $ 1,998,155 $ 687,500 $ 2,616,905

Option Acceleration (2) — — —

Restricted Stock Acceleration (3) — — 1,243,116 1,243,116

Accrued Vacation (6) 48,077 48,077 48,077 48,077

Benefit Continuation (7) — 30,550 30,550 (8) 30,550

Total Value $ 48,077 $ 2,076,782 $ 2,009,243 $ 3,938,648

Lawrence Irving Severance (1) $ — $ 1,147,500 $ 340,000 $ 1,221,159

Option Acceleration (2) — — —

Restricted Stock Acceleration (3) — — 718,365 718,365

Retention Plan Equity Acceleration 292,338 (4) 292,338 (4) 292,338

Retention Plan Non-Equity 425,000 (5) 425,000 (5) 425,000

Accrued Vacation (6) 32,692 32,692 32,692 32,692

Benefit Continuation (7) — 19,847 19,487 (8) 19,487

Total Value $ 32,692 $ 1,917,377 $ 1,828,242 $ 2,709,401

Robert Garcia Severance (1) $ — $ 1,068,750 $ 380,000 $ 1,425,000

Option Acceleration (2) — — —

Restricted Stock Acceleration (3) — — 1,107,228 1,107,228

Retention Plan Equity Acceleration 353,130 (4) 353,130 (4) 353,130

Retention Plan Non-Equity 475,000 (5) 475,000 (5) 475,000

Accrued Vacation (6) 36,538 36,538 36,538 36,538

Benefit Continuation (7) — 27,875 27,875 (8) 27,875

Total Value $ 36,538 $ 1,961,293 $ 2,379,771 $ 3,424,771

Christopher Putnam Severance (1) $ — $ 816,000 $ 408,000 $ 1,088,000

Option Acceleration (2) — — —

Restricted Stock Acceleration (3) — — 625,379 625,379

Retention Plan Equity Acceleration 253,449 (4) 253,449 (4) 253,449

Retention Plan Non-Equity 340,000 (5) 340,000 (5) 340,000

Accrued Vacation (6) 26,154 26,154 26,154 26,154

Benefit Continuation (7) — 13,941 27,882 (6) 27,882

Total Value $ 26,154 $ 1,449,544 $ 1,680,864 $ 2,360,864

Daniel Rizer Severance (1) $ — $ 911,484 $ 336,000 $ 1,215,312

Option Acceleration (2) — — —

Restricted Stock Acceleration (3) — — 658,547 658,547

Retention Plan Equity Acceleration 312,900 (4) 312,900 (4) 312,900

Retention Plan Non-Equity 420,000 (5) 420,000 (5) 420,000

Accrued Vacation (6) 32,308 32,308 32,308 32,308

Benefit Continuation (7) — 15,275 30,550 (8) 30,550

Total Value $ 32,308 $ 1,691,967 $ 1,790,305 $ 2,669,617

~~(1)~~: For purposes of valuing cash severance payments in the table above, we used each ~~executive officer's~~NEO’s base salary as of December 31, ~~2017.~~2019. For purposes of calculating cash severance payments in the table above in the event of an involuntary termination (whether prior to, within 24 months following, or more than 24 months following, a change in control), we used each ~~NEO's~~NEO’s average annual bonuses for ~~2016~~2018 and ~~2017~~2019 and, for purposes of calculating cash severance payments in the table above in the event of a termination due to permanent disability, we used the ~~NEO's~~NEO’s target bonus as of December 31, ~~2017.~~

2019.

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~~Table of Contents~~

(2)

The value of option acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, ~~2017.~~2019. The value of the vesting acceleration was calculated by multiplying the number of unvested shares subject to each option by the excess of the closing price of our Common Stock on December ~~29, 2017,~~31, 2019, the last trading day of the year, over the exercise price of the option.

(3)

~~(3)~~

The value of restricted stock acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, ~~2017.~~2019. The value of the vesting acceleration was calculated by multiplying the number of unvested shares subject to each restricted stock grant by the closing price of our Common Stock on December ~~29, 2017,~~31, 2019, the last trading day of the year.

~~(4)~~

Amount shown reflects the total price of the Target number of shares earned based on the assumption that the triggering event occurred on December 31, 2017. The value of the vesting acceleration was calculated by multiplying the Target shares by the closing price of our Common Stock on December 29, 2017, the last trading day of the year. Participants in the Retention Bonus Plan may earn higher amounts of shares if the closing price of the volume-weighted average of the Company's Common Stock exceeds a certain price for 20 consecutive trading days at any point prior to July 26, 2019. In the event of an Involuntary Termination other than for death or disability, the performance multiplier will be the greater of the Target multiplier or the highest Common Stock closing price level attained over 20 consecutive trading days. In the event of an Involuntary Termination for death or disability, the Company may elect to waive the Company's volume-weighted average Common Stock closing price for 20 consecutive trading days. The below table represents the price level and performance multiplier for each participant in the Retention Bonus Plan.

Participant
Target Shares $30 Stock Price
(125%) Shares $35 Stock Price
(150%) Shares

Lawrence Irving
32,700 40,875 49,050

Robert Garcia
39,500 49,375 59,250

Christopher Putnam
28,350 35,438 42,525

Daniel Rizer
35,000 43,750 52,500
(4)

~~(5)~~: Amount shown reflects the Target cash under the Retention Bonus Plan that would have been the amount granted had the triggering event occurred on December 31, 2017. Participants in the Retention Bonus Plan may earn higher amounts of cash if the closing price of the volume-weighted average of the Company's Common Stock exceeds a certain price for 20 consecutive trading days at any point prior to July 26, 2019. In the event of an Involuntary Termination other than for death or disability, the performance multiplier will be the greater of the Target multiplier or the highest Common Stock closing price level attained over 20 consecutive trading days. In the event of an Involuntary Termination for death or disability, the Company may elect to waive the Company's volume-weighted average Common Stock closing price for 20 consecutive trading days. The below table represents the price level and performance multiplier for each participant in the Retention Bonus Plan.

Participant
Target Cash $30 Stock Price
(125%) Cash $35 Stock Price
(150%) Cash

Lawrence Irving
425,000 531,250 637,500

Robert Garcia
475,000 593,750 712,500

Christopher Putnam
340,000 425,000 510,000

Daniel Rizer
420,000 525,000 630,000

~~(6)~~: ~~Based on each NEO's base salary in effect and twenty (20) accrued but unused vacation days.~~
~~(7)~~: Amounts reflect ~~two times~~24x the current ~~cost~~monthly costs to us of the ~~individual's~~individual’s health and welfare benefits per ~~year.~~
~~(8)~~: ~~Only payable~~year for Termination without change in ~~the event of a termination~~control, Death or Disability or Termination due to ~~permanent disability.~~change in control.

(5)

~~(9)~~

Amounts reflect ~~1.0~~12x the current monthly costs to us of the ~~individual's~~individual’s health and welfare benefits per year for Involuntary Termination without change in control; ~~2.0~~24x the current costs to us of the ~~individual's~~individual’s health and welfare benefits per year for ~~Disability~~Death or Disability; 18x the current costs to us of the individual’s health and welfare benefits per year for Termination due to change in control.

(6)

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~~(10)~~: Receives 12 months of accelerated vesting for options and awards resulting from involuntary termination without change in control.

Pay Ratio Disclosure

As required by the Dodd-Frank Act and applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Glenn Lurie our Chief Executive Officer:

For our fiscal year ended December 31, ~~2017:~~

2019:

•

The median of the annual total compensation of all employees (other than our CEO) was ~~$74,216;~~$75,591; and

•

The annual total compensation of our CEO, as reported in the ~~2017~~2019 Summary Compensation Table included elsewhere in this Proxy Statement, was ~~$10,875,461.~~

$8,021,626.

Based on this information the ratio of the annual total compensation of ~~Mr. Lurie~~our CEO to the median of the annual total compensation of our employees was ~~146~~106 to ~~1%.~~

The above ratio is appropriately viewed as an estimate. To identify the median of the annual compensation of our employees, we reviewed the current base salary and the bonus and ~~long term~~long-term incentive compensation targets of our U.S. and non-U.S. employees as of December 31, ~~2017.~~2019. Out of our approximately ~~1,460~~1,654 employees, approximately ~~580~~690 of our employees are located in India. Once we identified our ~~"median~~“median employee,"” using the methodology described above, we determined that ~~employee's~~employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for purposes of calculating the required pay ratio. ~~As Mr. Lurie was hired on November 11, 2017, his total compensation utilized for this comparison reflect a one-time inducement grant that was necessary to recruit him to the Company.~~

~~Equity Compensation Plan Information~~

~~The following table provides information as of December 31, 2017 regarding shares of common stock that may be issued under the Company's equity compensation plans:~~

Plan Category

Number of
Securities to be
Issued Upon
Exercise of
Outstanding Options,
Warrants and
Rights (a)

Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights (b) (1)

Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in
Column (a)) (c)

Equity compensation plans approved by security holders
2,443,329 (2) $ 28.63 2,158,982 (3)

Equity compensation plans not approved by security holders (2)
1,507,101 (4)(5) $ 10.04 1,500,000 (6)

Totals
3,950,328 $ 21.54 3,658,982

~~(1)~~: ~~The weighted average exercise price does not take into account the shares subject to outstanding RSUs, which have no exercise price.~~

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~~Table of Contents~~

~~(2)~~: In addition, as of December 31, 2017, there were 3,168,729 shares of unvested restricted common stock, which are subject to the risk of forfeiture if the underlying time-based or performance-based vesting conditions are not satisfied.
~~(3)~~: Includes 2,013,859 shares available for issuance under the 2015 Equity Incentive Plan, which includes shares that were assumed from the Intralinks Holdings, Inc. 2010 Equity Incentive Plan in connection with the consummation of the Intralinks Transaction and 145,123 shares available for issuance under the Company's Employee Stock Purchase Plan.
~~(4)~~: ~~Consists of outstanding inducement awards granted to our CEO in November 2017.~~
~~(5)~~: In addition, as of December 31, 2017 there were 361,056 shares of unvested restricted common stock, which are subject to the risk of forfeiture if the underlying time-based or performance-based vesting conditions are not satisfied.
~~(6)~~: ~~Consists of shares available for issuance under the 2017 New Hire Executive Incentive Plan.~~

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Report of the Audit Committee⁽¹⁾

The Audit Committee of the Board consists of the three non-employee directors named below. The Board annually reviews the Nasdaq listing ~~standards'~~standards’ definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard. The Board has also determined that each of ~~Donnie M. Moore~~Laurie Harris and Thomas J. Hopkins is an audit committee financial expert as described in applicable rules and regulations of the Securities and Exchange Commission.

The principal purpose of the Audit Committee is to assist the Board in its general oversight of the ~~Company's~~Company’s accounting and financial reporting processes and audits of the ~~Company's~~Company’s financial statements. The Audit Committee is responsible for selecting and engaging the ~~Company's~~Company’s independent registered public accounting firm and approving the audit and non-audit services to be provided by the independent registered public accounting firm. The Audit ~~Committee's~~Committee’s function is more fully described in its charter, which the Board has adopted and which the Audit Committee reviews on an annual basis.

The ~~Company's~~Company’s management is responsible for preparing the ~~Company's~~Company’s financial statements and the ~~Company's~~Company’s financial reporting process. Ernst & Young LLP, the ~~Company's~~Company’s independent registered public accounting firm, is responsible for performing an independent audit of the ~~Company's~~Company’s consolidated financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed with the ~~Company's~~Company’s management the audited financial statements of the Company included in the ~~Company's~~Company’s Annual Report on Form ~~10-K/A~~10-K for the fiscal year ended December 31, ~~2017~~2019 (the "“10-K~~10-K/A~~"”).

The Audit Committee has also reviewed and discussed with Ernst & Young LLP the audited financial statements in the ~~10-K/A.~~10-K. In addition, the Audit Committee discussed with Ernst & Young LLP those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. Statement on Auditing Standards No. 61, as amended or supplemented, entitled ~~"Communications~~“Communications with Audit Committees."” Additionally, Ernst & Young LLP provided to the Audit Committee the written disclosures and the letter required by ~~Rule 3526~~the applicable requirements of the Public Company Accounting Oversight ~~Board (Communications with Audit Committees Concerning Independence).~~Board. The Audit Committee also discussed with Ernst & Young LLP its independence from the Company.

Based upon the review and discussions described above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in the ~~10-K/A~~10-K for filing with the United States Securities and Exchange Commission.

Submitted by the following members of the Audit Committee:

~~Donnie M. Moore,~~

Laurie Harris, Chair
~~William J. Cadogan~~Kris Rinne
Thomas J. Hopkins

(1)

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~~Table of Contents~~

Equity Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us regarding beneficial ownership of our Common Stock and Series A Convertible Participating Perpetual Preferred Stock (the "“Series A Preferred Stock"”) as of ~~August 27, 2018~~April 6, 2020 by:

•

each person, or group of affiliated persons, who is known to us to own beneficially more than five ~~present~~percent (5%) of our Common Stock or Series A Preferred Stock;

•

each of our named executive officers;

•

each of our current ~~directors~~directors; and ~~directors that served during 2017; and~~

•

all of our current directors and executive officers as a group.

The table below is based upon information supplied by executive officers, directors and principal stockholders and Schedule 13Gs and 13Ds filed with the SEC through ~~August 27, 2018.~~

April 6, 2020.

As of ~~August 27, 2018, 42,660,067~~April 6, 2020, 44,600,762 shares of our Common Stock and ~~195,181~~233,217 shares of our Series A Preferred Stock, respectively, were outstanding. As of ~~August 27, 2018,~~April 6, 2020, each share of Series A Preferred Stock was convertible into 55.5556 shares of Common Stock, provided, however, if the holder thereof elects to effect a conversion of some or all of their shares of Series A Preferred Stock and the sum, without duplication, of (i) the aggregate number of shares of Common Stock issued to such holder upon such conversion and any shares of Common Stock previously issued to such holders upon conversion of Series A Preferred Stock and then held by such holders, plus (ii) the number of shares of Common Stock underlying shares of Series A Preferred Stock that would be held at such time by such holders (after giving effect to such conversion), would exceed the ~~19.99%~~19.9% of the issued and outstanding shares of our Common Stock (the ~~"Conversion Cap"~~“Conversion Cap”), then such holders would only be entitled to convert such number of shares as would result in the sum of clauses (i) and (ii) (after giving effect to such conversion) being equal to the Conversion Cap (after giving effect to any such limitation on conversion). The holders of shares of the Series A Preferred Stock shall be entitled to vote with the holders of shares of Common Stock (and any other class or series that may similarly be entitled to vote with the holders of Common Stock) on all matters submitted to a vote or to the consent of the stockholders of the Company (including the election of directors) as one class, subject to the Voting Limitation.

The amounts and percentages of our Common Stock and Series A Preferred Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. The information does not necessarily indicate beneficial ownership for any other purposes. Under the SEC rules, a person is deemed to be a ~~"beneficial owner"~~“beneficial owner” of a security if that person has or shares ~~"voting~~“voting power,"” which includes the power to vote or direct the voting of such security, or ~~"investment~~“investment power,"” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of securities as to which such person has no economic interest.

~~Table of Contents~~

Except as otherwise set forth below, the street address of the beneficial owner is c/o Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, NJ 08807.

Common Stock
Beneficially Owned

Series A
Preferred Stock
Beneficially Owned

Name

Shares
%

Shares
%

5% Stockholders

Silver Private Holdings I, LLC(1)
601 Lexington Avenue, 59th Floor
New York, NY 10022
10,658,351 (2) 19.9% 195,181 100.0%

The Vanguard Group(3)
100 Vanguard Blvd.
Malvern, PA 19355

3,687,733 8.6% — —

Elk Creek Partners, LLC(4)
44 Cook St., Suite 705
Denver, CO 80206
2,487,832 5.8% 0 0.0%

Directors, Current Executive Officers and Named Executive Officers

Glenn Lurie(5)
328,834 * — —

Stephen G. Waldis(6)
930,687 2.2% — —

Lawrence Irving(7)
182,219 * — —

David Clark(8)
187,207 *

Robert E. Garcia(9)
355,504 * — —

Christopher Putnam
57,627 * — —

Daniel Rizer
43,309 * — —

Ronald Hovsepian
13,171 * — —

Karen Rosenberger
14,233 * — —

John Frederick
— — — —

James M. McCormick(10)
3,121,268 7.3% — —

William J. Cadogan(11)
500,755 1.2% — —

Thomas J. Hopkins(12)
89,006 * — —

Donnie M. Moore(13)
94,405 * — —

Kristin S. Rinne(14)
—

Frank Baker(15)
10,658,351 (2) 19.99% — —

Peter Berger(16)
10,658,351 (2) 19.99% — —

Robert Aquilina(17)
— — — —

All current executive officers and directors as a group (20 persons)(18)
17,046,009 34.9% 195,181 100%

TABLE OF CONTENTS Common Stock Beneficially Owned Series A Preferred Stock Beneficially Owned % of Total Voting Power(1) Name Shares % Shares % Silver Private Holdings I, LLC (2) 601 Lexington Avenue, 59th Floor New York, NY 10022 11,080,588(3) 19.9% 233,217 100.0% 19.99% Elk Creek Partners, LLC (4) 44 Cook St., Suite 705 Denver, CO 80206 3,748,049 8.4% — — 6.7% Blackrock, Inc. (5) 55 East 52nd St. New York, NY 10055 2,724,885 6.1% — — 4.9% Archon Capital Management LLC (6) 19th Avenue E Seattle, WA 98112 2,282,738 5.1% — — 4.1% David C. Shanks. (7) 3000 Altamesa Blvd., Suite 300 Fort Worth, TX 76133 3,730,445 8.4% — — 6.7% James McCormick (8) 18 Baldwin Drive New Providence, NJ 07974 3,155,910 7.1% — — 5.7% Directors, Current Executive Officers and Named Executive Officers Glenn Lurie (9) 931,587 2.1% — — 1.7% Stephen G. Waldis (10) 871,457 1.9% — — 1.6% David Clark (11) 307,053 * — — * Mary Clark (12) 109,860 * — — * Jeffrey Miller (13) 151,572 * — — * Patrick Doran (14) 219,305 * — — * William J. Cadogan (15) 513,945 1.2% — — * Thomas J. Hopkins (16) 114,355 * — — * Kristin S. Rinne (17) 42,868 * — — * Frank Baker (18) 11,080,588(3) 19.9% — — 19.99% Peter Berger (19) 11,080,588(3) 19.9% — — 19.99% Robert Aquilina (20) 52,868 * — — * Mohan Gyani (21) 27,679 * — — * Laurie Harris (22) — — — — — All current executive officers and directors as a group (16 persons) (23) 17,482,749 34.5% 233,217 100% 33.4% *

Less than 1%

(1)

As of the close of business on April 6, 2020, there were 44,600,762 shares of our Common Stock and 233,217 shares of our Series A Preferred Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on each matter voted upon. Holders of shares of Series A Preferred Stock are entitled to vote with the holders of shares of Common Stock, and not as a separate class, on an as-converted basis. The shares of Series A Preferred Stock are convertible into an aggregate of 12,956,510 shares of Common Stock. However, due to the Voting Limitation, the Series A Preferred Stock are entitled to an aggregate of only

~~(1)~~

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11,143,222 votes. As such, the total number of shares entitled to vote as of April 6, 2020 is 55,743,984. This column is intended to show total voting power and does not include shares underlying exercisable options or other securities.

(2)

Silver Private Holdings I, LLC ("(“Silver ~~Holdings"~~Holdings”) is controlled by its sole member, Silver Private Investments, LLC ("(“Silver ~~Parent"~~Parent”). Silver Parent is controlled by its members, Siris Partners III, L.P. ("(“Siris Fund ~~III"~~III”) and Siris Partners III Parallel, L.P. ("(“Siris Fund III ~~Parallel"~~Parallel”). Each of Siris Fund III and Siris Fund III Parallel is controlled by its general partner, Siris Partners GP III, L.P. ("(“Siris Fund III ~~GP"~~GP”). Siris Fund III GP is

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controlled by its general partner, Siris GP HoldCo III, LLC ("(“Siris Fund III GP ~~HoldCo"~~HoldCo”). Siris Capital Group III, L.P. ("(“Siris Fund III ~~Advisor"~~Advisor”) serves as investment manager to Siris Fund III and Siris Fund III Parallel pursuant to investment management agreements with each of them. Siris Capital Group, LLC ("(“Siris Capital ~~Group"~~Group”) shares investment management authority in respect of Siris Fund III and Siris Fund III Parallel pursuant to an agreement between Siris Fund III Advisor and Siris Capital Group. Siris Fund III Advisor is controlled by its general partner, Siris ~~Advisor HoldCo III,~~Group GP, LLC ("(“Siris ~~Fund III Advisor HoldCo"~~Group GP”). Siris Capital Group is controlled by its managing member, Siris ~~Advisor HoldCo, LLC ("Siris Advisor HoldCo").~~Group GP. Each of Siris Fund III GP HoldCo, ~~Siris Fund III Advisor HoldCo~~ and Siris ~~Advisor HoldCo~~Group GP is controlled by Frank Baker, Peter Berger and Jeffrey Hendren. Based on a ~~Schedule 13D/A~~Form 4 filed with the SEC on ~~February 20, 2018.~~

~~(2)~~: April 3, 2020.

(3)

Consists of shares of our Common Stock issuable upon conversion of the Series A Preferred Stock held by Silver Holdings, subject to the Conversion Cap. In the event that the Conversion Cap was no longer applicable, the shares of Series A Preferred Stock held by Silver Holdings would be convertible into an aggregate of 12,956,510 shares of Common Stock, which would represent beneficial ownership of approximately 22.5% of the outstanding Common Stock.

(4)

~~(3)~~

Based on a Schedule 13G/A filed with the SEC on ~~February 9, 2018.~~January 23, 2020.

(5)

~~(4)~~

Based on a Schedule ~~13G/A~~13G filed with the SEC on February 7, 2020.

(6)

Based on a Schedule 13G filed with the SEC on February 13, ~~2018.~~2020.

(7)

~~(5)~~

Includes ~~328,834~~(i) 2,303,400 shares of common stock held by Cellular World Corp. (“CWC”), (ii) 721,223 shares of common stock held by Psalm 25:10 Foundation (“PF”), (iii) 66,522 shares of common stock held by CC1 Partners, LLC (“CC1”), (iv) 264,500 shares of common stock held by D2 Alliances LLC (“D2”), (v) 174,400 shares of common stock held by Wireless Now L.P. (“WN”) and (vi) 200,400 shares of common stock held directly by David C. Shanks, Mr. Shanks is the President of CWC and PF, the Manager of CC1 and D2 and an authorized signatory of WN. As such, Mr. Shanks has shared voting and dispositive powers over the shares owned by those entities. Based on a Schedule 13G filed with the SEC on October 1, 2019.

(8)

Includes 15,189 shares of restricted common stock subject to the ~~Company's~~Company’s lapsing right of repurchase and 870,000 shares held by Vertek Corporation. Mr. McCormick is the Chief Executive Officer and sole stockholder of Vertek Corporation. Mr. McCormick exercises sole voting and dispositive power with respect to the shares held by Vertek Corporation.

(9)

Includes 221,518 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 380,136 shares subject to options exercisable within 60 days of April 6, 2020. Excludes ~~1,619,453~~1,572,399 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

(10)

~~(6)~~

Includes ~~55,592~~53,891 shares of restricted common stock subject to the ~~Company's~~Company’s lapsing right of repurchase. Includes ~~541,161~~422,384 shares subject to options exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020. Excludes ~~150,005~~85,997 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

(11)

~~(7)~~

Includes ~~120,625~~41,525 shares of restricted common stock subject to the ~~Company's~~Company’s lapsing right of repurchase. Includes ~~52,561~~59,835 shares subject to options exercisable within 60 days of ~~August 27, 2018.~~

~~(8)~~

~~Includes 187,207 shares of restricted common stock subject to the Company's lapsing right of repurchase.~~

~~(9)~~

~~Includes 145,831 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 186,378 shares subject to options exercisable within 60 days of August 27, 2018.~~April 6, 2020. Excludes ~~142,524~~177,299 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

~~(10)~~

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(12)

Includes ~~43,104~~59.303 shares of restricted common stock subject to the ~~Company's~~Company’s lapsing right of repurchase. Includes ~~37,281~~46,666 shares subject to options exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020. Excludes ~~25,186~~99,950 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

(13)

~~(11)~~

Includes ~~43,104~~84,807 shares of restricted common stock subject to the ~~Company's~~Company’s lapsing right of repurchase. Includes ~~37,281~~31,634 shares subject to options exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020. Excludes ~~25,186~~119,339 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

(14)

~~(12)~~

Includes ~~43,104~~59,804 shares of restricted common stock subject to the ~~Company's~~Company’s lapsing right of repurchase. ~~Includes37,281~~Includes 97,410 shares subject to options exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020. Excludes ~~25,186~~101,723 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

(15)

~~(13)~~

Includes ~~57,124~~36,835 shares of restricted common stock subject to the ~~Company's~~Company’s lapsing right of repurchase. Includes ~~37,281~~56,740 shares subject to options exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020. Excludes ~~25,186~~47,410 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

(16)

~~(14)~~

~~Excludes 30,000~~

Includes 36,835 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 56,740 shares subject to options exercisable within 60 days of April 6, 2020. Excludes 41,320 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

(17)

(18)

~~(15)~~

Includes securities beneficially owned by Silver Holdings as set forth in footnote 12 above, for which Mr. Baker may be deemed to share voting and investment power. Mr. Baker disclaims beneficial ownership of the securities held by Silver Holdings except to the extent of his pecuniary interest therein, if any. Includes 32,868 shares of restricted stock subject to the Company’s lapsing right of repurchase. Includes 20,000 shares subject to options exercisable within 60 days of April 6, 2020. Excludes 45,613 shares subject to options not exercisable within 60 days of April 6, 2020.

(19)

~~(16)~~

Includes securities beneficially owned by Silver Holdings as set forth in footnote 12 above, for which Mr. Berger may be deemed to share voting and investment power. Mr. Berger disclaims beneficial

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ownership of the securities held by Silver Holdings except to the extent of his pecuniary interest therein, if any.

~~(17)~~: Includes 32,868 shares of restricted stock subject to the Company’s lapsing right of repurchase. Includes 20,000 shares subject to options exercisable within 60 days of April 6, 2020. Excludes45,613 shares subject to options not exercisable within 60 days of April 10, 2019.

(20)

Includes 32,868 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 20,000 shares subject to options exercisable within 60 days of April 6, 2020. Excludes45,613 shares subject to options not exercisable within 60 days of April 6, 2020.

(21)

Includes 17,679 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 10,000 shares subject to options exercisable within 60 days of April 6, 2020. Excludes 31,786 shares subject to options not exercisable within 60 days of April 6, 2020.

(22)

Excludes 30,000 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

(23)

~~(18)~~

Includes ~~1,207,869~~1,657,896 shares of restricted common stock subject to the ~~Company's~~Company’s lapsing right of repurchase. Includes ~~1,086,806~~1,349,408 shares subject to options exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020. Excludes ~~2,453,630~~2,620,462 shares subject to options not exercisable within 60 days of ~~August 27, 2018.~~April 6, 2020.

TABLE OF CONTENTS~~Certain~~ 

Related Party Transactions

Transactions, arrangements or relationships in which we were, are or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest are subject to review, approval or ratification by our Board or a committee composed of members of our Board. Our Audit Committee has the principal responsibility for reviewing related person transactions pursuant to written policies and procedures adopted by our Board, subject to specified exceptions and other than those that involve compensation. In conformance with regulations of the SEC, these policies and procedures define related persons to include our executive officers, our directors and nominees to become a director of our Company, any person who is known to us to be the beneficial owner of more than 5% of any class of our voting securities, any immediate family member of, or person sharing the household with, any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed, is a general partner or in which such person has a 5% or greater beneficial ownership interest. In accordance with our policies and procedures, related person transactions shall be consummated or shall continue only if approved or ratified by our Audit Committee or the disinterested members of our Board and only if the terms of the transaction are determined to be in, or not to be inconsistent with, the best interests of our Company and our stockholders. The approval of our Compensation Committee is required to approve any transaction that involves compensation to our directors and executive officers. This approval process does not apply to any transaction that is available to all of our employees generally.

Siris Capital Group

In accordance with the terms of that certain Securities Purchase Agreement, dated as of October 17, 2017 (the "“PIPE Purchase Agreement"”), between Synchronoss and Silver ~~Private~~ Holdings, ~~I, LLC,~~ an affiliate of Siris, ("~~Silver"),~~ on February 15, 2018, Synchronoss issued to Silver Holdings 185,000 shares of ~~Synchronoss'~~Synchronoss’ Series A Convertible Participating Perpetual Preferred Stock ~~(the "~~(~~Series~~the “Series A Preferred ~~Stock~~"Stock”), par value $0.0001 per share, with an initial liquidation preference of $1,000 per share, in exchange for $97.7 million in cash and the transfer from Silver Holdings to Synchronoss of the ~~Existing~~existing Shares or our Common Stock held by Siris ~~Shares~~ (the "“Preferred Transaction"”). In connection with the issuance of the Series A Preferred Stock, Synchronoss (i) filed a Certificate of Designation with the State of Delaware setting forth the rights, preferences, privileges, qualifications, restrictions and limitations onof the Series A Preferred Stock (the "“Series A Certificate"”) and (ii) entered into an Investor Rights Agreement with Silver Holdings setting forth certain registration, governance and preemptive rights of Silver Holdings with respect to Synchronoss (the "“Investor Rights Agreement"”).

Pursuant to the PIPE Purchase Agreement, at the closing, Synchronoss paid to Siris $5 million as a reimbursement of ~~Silver's~~Silver Holdings’ reasonable costs and expenses incurred in connection with the Preferred Transaction.

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Certificate of Designation of the Series A Preferred Stock

The rights, preferences, privileges, qualifications, restrictions and limitations of the shares of Series A Preferred Stock are set forth in the Series A Certificate. Under the Series A Certificate, the holders of the Series A Preferred Stock are entitled to receive, on each share of Series A Preferred Stock on a quarterly basis, an amount equal to the dividend rate of 14.5% divided by four and multiplied by the then-applicable Liquidation Preference (as defined in the Series A Certificate) per share of Series A Preferred Stock (collectively, the "“Preferred Dividends"”). The Preferred Dividends are due on January 1, April 1, July 1 and October 1 of each year (each, a "“Series A Dividend Payment Date"”). Synchronoss may choose to pay the Preferred Dividends in cash or in additional shares of Series A Preferred Stock. In the event Synchronoss

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does not declare and pay a dividend in-kind or in cash on any Series A Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference. In addition, the Series A Preferred Stock participates in dividends declared and paid on shares of Common Stock.

Each share of Series A Preferred Stock is convertible, at the option of the holder, into the number of shares of Common Stock equal to the ~~"Conversion Price"~~“Conversion Price” (as that term is defined in the Series A Certificate) multiplied by the then applicable ~~"Conversion Rate"~~“Conversion Rate” (as that term is defined in the Series A Certificate). Each share of Series A Preferred Stock iswas initially convertible into 55.5556 shares of Common Stock, representing an initial ~~"conversion price"~~“conversion price” of approximately $18.00 per share of Common Stock. The Conversion Rate is subject to equitable proportionate adjustment in the event of stock splits, recapitalizations and other events set forth in the Series A Certificate.

On and after the fifth anniversary of February 15, 2018, holders of shares of Series A Preferred Stock have the right to cause Synchronoss to redeem each share of Series A Preferred Stock for cash in an amount equal to the sum of the current liquidation preference and any accrued dividends. Each share of Series A Preferred Stock is also redeemable at the option of the holder upon the occurrence of a ~~"Fundamental Change"~~“Fundamental Change” (as that term is defined in the Series A Certificate) at a specified premium. In addition, the Company is also permitted to redeem all outstanding shares of the Series A Preferred Stock (i) at any time within the first 30 months of the date of issuance for the sum of the then-applicable Liquidation Preference, accrued but unpaid dividends and a make whole amount and (ii) at any time following the 30-month anniversary of the date of issuance for the sum of the then-applicable Liquidation Preference and the accrued but unpaid dividends.

The holders of a majority of the Series A Preferred Stock, voting separately as a class, are entitled at each annual meeting of the stockholders of the Company or at any special meeting called for the purpose of electing directors (or by written consent signed by the holders of a majority of the then-outstanding shares of Series A Preferred Stock in lieu of such a meeting): (i) to nominate and elect two members of the Board of Directors of Synchronoss for so long as the Preferred Percentage (as defined in the Series A Certificate) is equal to or greater than 10%; and (ii) to nominate and elect one member of the Board of Directors of Synchronoss for so long as the Preferred Percentage is equal to or greater than 5% but less than 10%.

For so long as the holders of shares of Series A Preferred Stock have the right to nominate at least one director, Synchronoss shall be required to obtain the prior approval of Silver Holdings prior to taking certain actions, including: (i) certain dividends, repayments and redemptions; (ii) any amendment to ~~Synchronoss'~~Synchronoss’ certificate of incorporation that adversely effects the rights, preferences, privileges or voting powers of the Series A Preferred Stock; (iii) issuances of stock ranking senior or equivalent to

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shares of Series A Preferred Stock (including additional shares of Series A Preferred Stock) in the priority of payment of dividends or in the distribution of assets upon any liquidation, dissolution or winding up of Synchronoss; (iv) changes in the size of the Board of Directors of Synchronoss; (v) any amendment, alteration, modification or repeal of the charter of the Nominating and Corporate Governance Committee of the Board of Directors and related documents; and (vi) any change in the principal business of Synchronoss or the entry into any line of business outside of its existing lines of businesses. In addition, in the event that Synchronoss is in EBITDA Non-Compliance (as defined in the Series A Certificate) or the undertaking of certain actions would result in Synchronoss exceeding a specified pro forma leverage ratio, then the prior approval of Silver Holdings would be required to incur indebtedness (or alter any debt document) in excess of $10 million, enter or consummate any transaction where the fair market value exceeds $5 million individually or $10 million in the aggregate in a fiscal year or authorize or commit to capital expenditures in excess of $25 million in a fiscal year.

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Each holder of Series A Preferred Stock has one vote per share on any matter on which holders of Series A Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent. The holders of Series A Preferred Stock are permitted to take any action or consent to any action with respect to such rights without a meeting by delivering a consent in writing or electronic transmission of the holders of the Series A Preferred Stock entitled to cast not less than the minimum number of votes that would be necessary to authorize, take or consent to such action at a meeting of stockholders. In addition to any vote (or action taken by written consent) of the holders of the shares of Series A Preferred Stock as a separate class provided for in the Series A Certificate or by the General Corporation Law of the State of Delaware, the holders of shares of the Series A Preferred Stock are entitled to vote with the holders of shares of Common Stock (and any other class or series that may similarly be entitled to vote on an as-converted basis with the holders of Common Stock) on all matters submitted to a vote or to the consent of the stockholders of the Company (including the election of directors) as one class.

Under the Series A Certificate, if Silver Holdings and certain of its affiliates have elected to effect a conversion of some or all of their shares of Series A Preferred Stock and if the sum, without duplication, of (i) the aggregate number of shares of Common Stock issued to such holders upon such conversion and any shares of Common Stock previously issued to such holders upon conversion of Series A Preferred Stock and then held by such holders, plus (ii) the number of shares of Common Stock underlying shares of Series A Preferred Stock that would be held at such time by such holders (after giving effect to such conversion), would exceed the 19.9% of the issued and outstanding shares of ~~Synchronoss'~~Synchronoss’ voting stock on an as converted basis (the ~~"Conversion Cap"~~“Conversion Cap”), then such holders would only be entitled to convert such number of shares as would result in the sum of clauses (i) and (ii) (after giving effect to such conversion) being equal to the Conversion Cap (after giving effect to any such limitation on conversion). Any shares of Series A Preferred Stock which a holder has elected to convert but which, by reason of the previous sentence, are not so converted, will be treated as if the holder had not made such election to convert and such shares of Series A Preferred Stock will remain outstanding. Also, under the Series A Certificate, if the sum, without duplication, of (i) the aggregate voting power of the shares previously issued to Silver Holdings and certain of its affiliates held by such holders at the record date, plus (ii) the aggregate voting power of the shares of Series A Preferred Stock held by such holders as of such record date, would exceed 19.99% of the total voting power of ~~Synchronoss'~~Synchronoss’ outstanding voting stock at such record date, then, with respect to such shares, Silver Holdings and certain of its affiliates are only entitled to cast a number of votes equal to 19.99% of such total voting ~~power.~~power (the “Voting Limitation”). The limitation on conversion and voting ceases to apply upon receipt of the requisite approval of holders of Common Stock under the applicable listing standards.

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Investor Rights Agreement

Concurrently with the closing of the Preferred Transaction, Synchronoss and Silver Holdings entered into the Investor Rights Agreement. Under the terms of the Investor Rights Agreement, Silver Holdings and Synchronoss have agreed that the Board of Directors of Synchronoss will consist of ten members. So long as the holders of Series A Preferred have the right to nominate a member to the Board of Directors pursuant to the Series A Certificate, the full Board of Directors of Synchronoss will be constituted as follows: (i) two Series A Preferred Directors (as defined in the Investor Rights Agreement); (ii) four directors who meet the independence criteria set forth in the applicable listing standards (each of whom will be initially agreed upon by Synchronoss and ~~Silver)~~Silver Holdings); and (iii) four other directors, two of whom shall satisfy the independence criteria of the applicable listing standards and, as of the closing of the Preferred Transaction, one of whom shall be the individual then serving as chief executive officer of Synchronoss and one of

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whom shall be the current chairman of the Board of Directors of Synchronoss as of the date of execution of the Investors Rights Agreement. So long as the holders of Series A Preferred have the right to nominate at least one director to the Board of Directors of Synchronoss pursuant to the Series A Certificate, Silver Holdings will have the right to designate two members of the Nominating and Corporate Governance Committee of the Board of Directors.

Pursuant to the terms of the Investor Rights Agreement, neither Silver Holdings nor its affiliates may transfer any shares of Series A Preferred Stock subject to certain exceptions (including transfers to affiliates that agree to be bound by the terms of the Investor Rights Agreement).

For so long as Silver Holdings has the right to appoint a director to the Board of Directors of Synchronoss, without the prior approval by a majority of directors voting who are not appointed by the holders of shares of Series A Preferred Stock, neither Silver Holdings nor its affiliates will directly or indirectly purchase or acquire any debt or equity securities of Synchronoss (including equity-linked derivative securities) if such purchase or acquisition would result in ~~Silver's~~Silver Holdings’ Standstill Percentage (as defined in the Investors Rights Agreement) being in excess of 30%. However, the foregoing standstill restrictions would not prohibit the receipt of shares of Series A Preferred Stock issued as Preferred Dividends pursuant to the Series A Certificate, shares of Common Stock received upon conversion of shares of Series A Preferred Stock or receipt of any shares of Series A Preferred Stock, Common Stock or other securities of the Company otherwise paid as dividends or as an increase of the Liquidation Preference (as defined in the Series A Certificate) or distributions thereon. Silver Holdings will also have preemptive rights with respect to issuances of securities of Synchronoss in order to maintain its ownership percentage.

Under the terms of the Investor Rights Agreement, Silver Holdings is entitled to (i) three demand registrations, with no more than two demand registrations in any single calendar year and provided that each demand registration must include at least 10% of the shares of Common Stock held by Silver Holdings, including shares of Common Stock issuable upon conversion of shares of Series A Preferred Stock and (ii) unlimited piggyback registration rights with respect to primary issuances and all other issuances.

The issuance and sale of the Series A Preferred Stock to Silver Holdings pursuant to the PIPE Purchase Agreement was exempt from registration under the Securities Act, pursuant to Section 4(a)(2) of the Securities Act. In the PIPE Purchase Agreement, Silver Holdings represented to Synchronoss that it is an ~~"accredited investor"~~“accredited investor” as defined in Rule 501 of the Securities Act and that the shares of Series A Preferred Stock are being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates

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evidencing the shares of Series A Preferred Stock or any Common Stock issued upon conversion thereof.

Sequential Technology International, LLC

Under various agreements between our Company and Sequential Technology International, LLC (“~~Meeker Sharkey~~Sequential

~~During 2017, we engaged Meeker Sharkey~~”), which agreements were signed at the same time as our ~~insurance broker~~Company divested its activation exception handling business to Sequential, in 2019, Sequential paid our Company approximately $17 million for various services, including but not limited to billing, IT, human resource, financial planning, facilities support and access rights to our ~~officers~~Order Manager and ~~directors, commercial liability~~platform services and health benefits insurance. Thomas Sharkey, Jr., a principal of Meeker Sharkey, is the brother in law of James M. McCormick, a member of our Board. During 2017, we paid Meeker Sharkey $136,568. In addition to any value received by Mr. Sharkey, Jr. by virtue of his minority ownership interest in Meeker Sharkey, he received a commission from Meeker Sharkey in connection with our insurance policies. Our Audit Committee approved our engagement of Meeker Sharkey as our insurance broker as a related party transaction.

support.

Other than as described above, since January 1, 2019, there were no other transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, current executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have

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a direct or indirect material interest, other than compensation arrangements, which are described where required under ~~"Executive Compensation"~~“Executive Compensation” and ~~"Director Compensation"~~“Director Compensation” above.

~~Sequential Technology International, LLC.~~

Under various agreements between our Company and Sequential Technology International, LLC ("Sequential"), which agreements were signed at the same time as our Company divested its activation exception handling business to Sequential, in 2017, Sequential paid our Company approximately $27 million for various services, including but not limited to billing, IT, human resource, financial planning, facilities support and access rights to our Order Manager and platform services and support.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

We believe that, during the fiscal year ended December 31, 2017, all of our directors, executive officers subject to Section 16 of the Exchange Act and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements. In making these statements, we have relied upon a review of the copies of Section 16(a) reports furnished to us and the written representations of our directors, NEOs and certain of our greater than 10% stockholders.

Other Matters

Our Board does not intend to bring any other business before the meeting, and so far as is known to the Board, no matters are to be brought before the meeting except as specified in the notice of the meeting. In addition to the scheduled items of business, the meeting may consider stockholder proposals that are timely and comply with the provisions of our amended and restated bylaws (including proposals omitted from the Proxy Statement and form of Proxy pursuant to the proxy rules of the SEC) and matters relating to the conduct of the meeting. As to any other business that may properly come before the meeting, it is intended that proxies will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

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PROPOSAL 1
ELECTION OF DIRECTORS

Our Board currently consists of ~~nine~~ten directors divided into three classes with staggered three-year terms, except for the two Series A Directors ~~whom~~who are elected annually. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. Each ~~of the directors who are~~director nominated for election to our Board this year, his or her age as of ~~August 27, 2018, each of their positions~~April 6, 2020, the position and office held with us and certain biographical information are set forth below. ~~Each of the~~The three directors to be elected will hold office until the ~~2021~~2023 Annual Meeting of Stockholders and until his or her successor is elected, or until his or her death, resignation or removal. ~~Each nominee listed below is currently a director of our Company who was previously elected by the stockholders.~~ It is our policy to encourage nominees for director to attend the Annual Meeting. ~~All of~~Ms. Harris and Messrs. Lurie, Hopkins and Waldis attended our ~~directors who were directors as of the date of our 2017~~2019 Annual Meeting of ~~Stockholders attended the meeting.~~

Stockholders.

Our directors are elected by a plurality of the votes cast at the Annual Meeting, meaning that the ~~nominee~~three nominees receiving the most ~~"For"~~“For” votes (among votes properly cast ~~in person~~at the Annual Meeting or by proxy) will be elected. An instruction to ~~"Withhold"~~“Withhold” authority to vote for a nominee will result in the nominee receiving fewer votes but will not count as a vote against the nominee. Abstentions and ~~"broker non-votes"~~“broker non-votes” (i.e., shares held by a broker or nominee that are represented at the meeting, but with respect to which the broker or nominee is not instructed to vote on a particular proposal and does not have discretionary voting power) will have no effect on the outcome of the election of a candidate for director. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominee named below. If aany nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our current Board, if any. Each nominee for election has agreed to serve if elected. We have no reason to believe that any nominee will be unable to serve.

BOARD OF DIRECTOR COMPOSITION

The following table includes the name, age, position, class and term expiration year for each of our directors and is current as of the date of this Proxy Statement. Information about the number of shares of common stock beneficially owned by each director, whether held directly or indirectly, as of ~~August 27, 2018,~~April 6, 2020, appears ~~below~~above under the heading "“Equity Security Ownership of Certain Beneficial Owners and Management."

”

Name

Age

Position

Class

Term
Expiration
Year

Thomas J. Hopkins

Director

Class II

2020

Robert Aquilina

Director

Class II

2020

Kristin S. Rinne

Director

Class II

2020

Stephen G. Waldis

Executive Chairman of the Board

Class III

2021

Glenn Lurie

Director, Chief Executive Officer and President

Class III

2021

William J. Cadogan

Director

Class III

2021

Laurie Harris

Director

Class I

2022

Mohan Gyani

Director

Class I

2022

Frank Baker

Director

Series A

2020*

Peter Berger

Director

Series A

2020*

Name
Age
Position
Class

Term
Expiration
Year

Stephen G. Waldis
51 Executive Chairman of the Board Class III 2018

Glenn Lurie
52 Director, Chief Executive Officer and President Class I 2018

William J. Cadogan
69 Director Class III 2018

Thomas J. Hopkins
61 Director Class II 2020

James M. McCormick
58 Director Class I 2019

Donnie M. Moore
69 Director Class I 2019

Robert Aquilina
67 Director Class I 2019

Kristin S. Rinne
64 Director Class II 2020

Frank Baker
45 Director Series A 2018 *

Peter Berger
67 Director Series A 2018 *

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*: The Company expects that at or prior to the Annual Meeting the holders of the Series A Preferred Stock will act by written consent to ~~reelect~~re-elect Messrs. Baker and Berger as the Series A ~~Directors~~

Directors.

~~The following table sets forth the composition of the various committees of the Board:~~

~~Name~~

~~Audit~~
~~Committee~~

~~Compensation~~
~~Committee~~

~~Nominating/Corporate~~
~~Governance~~
~~Committee~~

~~Business~~
~~Development~~
~~Committee~~

~~Stephen G. Waldis~~

~~Glenn Lurie~~

~~William J. Cadogan~~

~~Thomas J. Hopkins~~

~~James M. McCormick~~

~~Donnie M. Moore~~

~~Robert Aqulina~~

~~Kristin S. Rinne~~

~~Frank Baker~~

~~Peter Berger~~

~~C Chair M Member O Observer~~

*: ~~Audit Committee Financial Expert~~

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DIRECTOR QUALIFICATIONS

The following paragraphs provide information as of the date of this Proxy Statement about each member of our Board, including the nominees. In addition to the information presented below regarding each ~~director's~~director’s experience and qualifications that lead our Board to the conclusion that he or she should serve as a director of our Company in light of our business and structure, we also believe that all of our directors have a reputation for integrity and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to our Company and our Board.

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DIRECTOR NOMINEES

~~DIRECTOR NOMINEES~~

The Board of Directors recommends that stockholders vote~~"FOR"~~ “FOR” the nominees listed ~~below~~:

below:

[MISSING IMAGE: ph_thomashopkins-bw.jpg]

Director Since: 2004

Synchronoss Committees:

•

Audit

•

Business Development
(Chair)

•

Compensation

•

Nominating/Corporate
Governance

Thomas J. Hopkins

~~Director Since: 2005~~

~~Age: 69~~

~~Synchronoss Committees:~~

•

~~Audit~~

•

~~Business Development~~

•

~~Compensation (Chair)~~

•

~~Nominating/Corporate Governance (Chair)~~

~~William~~Thomas J. ~~Cadogan~~Hopkins

~~William J. Cadogan~~ ~~served as~~ is a ~~Senior~~ Managing Director ~~with Vesbridge Partners,~~of Colchester Capital, LLC, formerly St. Paul Venture Capital, a venture capital firm from 2001 until 2006. Mr. Cadogan served as Chief Executive Officer and Chairman of the board of directors of Mahi Networks, Inc., a leading supplier of multi-service optical transport and switching solutions, from November 2004 until its merger with Meriton Networks in October 2005.an investment firm. Prior to ~~joining St. Paul Venture~~Colchester Capital, Mr. Hopkins was involved in ~~2001,~~investment banking, principally at Deutsche Bank (and its predecessor Alex, Brown & Sons), Goldman, Sachs & Co. and Bear Stearns. He began his investment banking career at Drexel Burnham Lambert. Prior to investment banking, Mr. ~~Cadogan~~Hopkins was ~~Chairman and Chief Executive Officer of ADC, Inc.,~~ a ~~leading global supplier of telecommunications infrastructure products and services.~~lawyer for several years. Mr. ~~Cadogan~~Hopkins received a Bachelor of Arts degree ~~in electrical engineering~~ from ~~Northeastern~~Dartmouth College, a juris doctorate from Villanova University School of Law and a ~~master~~master’s in business administration ~~degree~~ from the Wharton School at the University of Pennsylvania. Our Board believes Mr. ~~Cadogan's~~Hopkins’ qualifications to sit on our Board include his extensive financial expertise and his years of experience providing strategic advisory services to complex organizations.

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	Director Since: 2018			Robert Aquilina
				Robert Aquilina has been an Executive Partner (a senior advisory role) for Siris Capital Group since 2011. Prior to Siris Capital Group, Mr. Aquilina was an executive of AT&T, Inc. for 22 years, with his last position being Co-President of AT&T Consumer Services and a member of the Chairman’s Operating Group. Previously within AT&T, Mr. Aquilina held a variety of senior positions including President of Europe, Middle East & Africa; Vice Chairman of AT&T Unisource; Vice Chairman of World Partners; and General Manager of Global Data Services. Mr. Aquilina has an M.B.A. from University of Chicago and received a degree in Engineering from The Cooper Union for the Advancement of Science and Art. Our Board believes Mr. Aquilina’s qualifications to sit on our Board include his extensive business experience and his years of experience providing strategic advisory services to complex organizations.

	Director Since: 2018 Synchronoss Committees: Audit Business Development			Kristin S. Rinne
				Kristin S. Rinne held various senior positions at ATT, including heading the company’s networks technologies organization, until she retired in 2014. Ms. Rinne brought early leadership in deploying GSM technology in the United States, setting the stage for the success of the 3GPP family of technologies. Ms. Rinne formerly held the positions of vice president of technology strategy for SBC Wireless and managing director of operations at Southwestern Bell Mobile Services. Her contributions to the industry also include serving as chairperson of the Board of Governors at 3G Americas, LLC, and the Alliance for Telecommunications Industry Solutions (ATIS). Ms. Rinne is a “Women in Technology Hall-of-Famer”, as well as a ~~CEO leading complex global organizations, combined with his operational~~member of the “Wireless Hall of Fame,” and ~~corporate governance expertise.~~ was named among Fierce Wireless’ “Top 10 Most Influential Women in Wireless” list from 2011 through 2014. Ms. Rinne holds a bachelor’s degree from Washburn University. Our Board believes Ms. Rinne’s qualifications to sit on our Board include her extensive experience in the telecommunications industry.

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Continuing Directors — Term Ending in 2021

[MISSING IMAGE: ph_stephenwaldis-bw.jpg]

Founder and Former Chief
Executive Officer

Executive Chairman of the
Board

Director Since: 2001

~~Age: 51~~

Synchronoss Committee:

•

Business Development

Stephen G. Waldis

Stephen G. Waldis has served as our Executive Chairman since January 2017, having served as Chairman of the Board of Directors since 2001 Chief Executive Officer from 2000 until January 2017 and as a director since founding Synchronoss in 2000. From 2000 until 2011, Mr. Waldis also served as President. From 1994 to 2000, Mr. Waldis served as Chief Operating Officer at Vertek Corporation, a privately held professional services company serving the telecommunications industry. From 1992 to 1994, Mr. Waldis served as Vice President of Sales and Marketing of Logical Design Solutions, a provider of telecom and interactive solutions. From 1989 to 1992, Mr. Waldis worked in various technical and product management roles at AT&T. Mr. Waldis received a Bachelor of Arts degree in corporate communications from Seton Hall University. Our Board believes Mr. ~~Waldis'~~Waldis’ qualifications to sit on our Board include his extensive experience in the software and services industry and serving as our Chief Executive Officer and one of our founders.

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	Director Since: 2005 Synchronoss Committees: • Business Development • Compensation (Chair) • Nominating/Corporate Governance (Chair)			William J. Cadogan
					William J. Cadogan served as a Senior Managing Director with Vesbridge Partners, LLC, formerly St. Paul Venture Capital, a venture capital firm from 2001 until 2006. Mr. Cadogan served as Chief Executive Officer and Chairman of the board of directors of Mahi Networks, Inc., a leading supplier of multi-service optical transport and switching solutions, from November 2004 until its merger with Meriton Networks in October 2005. Prior to joining St. Paul Venture Capital in 2001, Mr. Cadogan was Chairman and Chief Executive Officer of ADC, Inc., a leading global supplier of telecommunications infrastructure products and services. Mr. Cadogan received a Bachelor of Arts degree in electrical engineering from Northeastern University and a master’s in business administration from the Wharton School at the University of Pennsylvania. Our Board believes Mr. Cadogan’s qualifications to sit on our Board include his experience as a CEO leading complex global organizations, combined with his operational and corporate governance expertise.

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Chief Executive Officer
and President

Director Since: 2017

~~Age: 52~~

Synchronoss Committees:

•

Business Development

Glenn Lurie

Glenn Lurie joined Synchronoss as Chief Executive and President in November 2017. Prior to joining Synchronoss, Mr. Lurie held several senior positions at AT&T Inc., most recently as President and Chief Executive Officer of AT~~&T's~~&T’s Mobility and Consumer Operations, until his retirement from AT&T in September 2017. Mr. Lurie led the team responsible for negotiating its exclusive U.S. agreement with Apple Inc. to launch the first iPhone in 2007. Mr. Lurie is a member of the Board of AvisBudget Inc. and serves on the Delphi Technology Advisory Council. He previously served as chairman of the board for the Consumer Technology Industry Association in 2016. Mr. Lurie holds a Bachelor of Arts in Business/Marketing from Seattle Pacific University.

Continuing Directors — Term Ending in ~~2019~~

2022

Director Since: 2019

Synchronoss Committees:

•

Business Development

•

Compensation

Mohan Gyani

Mohan Gyani
~~Founder~~

~~Director Since: 2000~~

~~Age: 58~~

~~Synchronoss Committees:~~

•

~~Compensation~~

~~James M. McCormick~~

~~James M. McCormick~~ ~~is a founder of Synchronoss, has been a member of our Board since our inception~~ held several executive positions in ~~2000 and served as our Treasurer~~the telecommunications industry including at AT&T Wireless from ~~September~~ 2000 until ~~December 2001. Mr. McCormick is founder~~he retired in 2003 as President and Chief Executive Officer of ~~Vertek Corporation.~~AT&T Wireless Mobility Services. Prior to ~~founding Vertek in 1988,~~AT&T, Mr. ~~McCormick~~Gyani was Executive Vice President and CFO of AirTouch from 1994 to 1999. Mr. Gyani has served on numerous public and private company boards and is currently a member of the ~~Technical Staff at AT&T Bell Laboratories.~~Board of Directors of Digital Turbine and MUFG Union Bank. Mr. ~~McCormick~~Gyani received a ~~Bachelor of Science~~bachelor’s degree and master’s in ~~computer science~~business administration from ~~the University of Vermont and a master of science degree in computer science from the University of California — Berkeley.~~San Francisco State University. Our Board believes Mr. ~~McCormick's qualifications to sit on our Board include his over 25 years in the consulting, telecommunications and services business, as well as being one of our founders.~~

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~~Director Since: 2007~~

~~Age: 69~~

~~Synchronoss Committees:~~

•

~~Audit (Chair)~~

~~Donnie M. Moore~~

~~Donnie M. Moore~~ was Senior Vice President, Finance and Administration and Chief Financial Officer for Cognos Incorporated, a publicly-held company providing business intelligence and performance management solutions, from 1989 until his retirement in 2001. From 1986 to 1989, Mr. Moore was Vice President, Finance and Chief Financial Officer of Cognos. Before joining Cognos, Mr. Moore held various positions at the Burroughs Corporation from 1973 to 1986, including Corporate Director, Plans and Analysis. Mr. Moore holds a Bachelor of Science degree in engineering from the University of Oklahoma and a master in business administration degree from the University of Houston. Our Board believes Mr. Moore'sGyani’s qualifications to sit on our Board include his extensive experience in the ~~software industry~~telecom and ~~his~~wireless industries and in senior financial ~~expertise.~~

positions.

~~Continuing Directors — Term Ending in 2020~~

Director Since: 2019

Synchronoss Committees:

•

Audit (Chair)

Laurie Harris

Laurie Harris
~~Director Since: 2004~~

~~Age: 61~~

~~Synchronoss Committees:~~

•

~~Audit~~

•

~~Compensation~~

•

~~Business Development (Chair)~~

•

~~Nominating~~ served as global engagement audit partner at PricewaterhouseCoopers LLP (PwC), a global and ~~Corporate Governance~~

~~Thomas J. Hopkins~~

~~Thomas J. Hopkins~~ ~~is a Managing Director of Colchester Capital, LLC, an investment firm. Prior to Colchester Capital, Mr. Hopkins was involved~~top-tier assurance, tax and advisory firm, for 25 years before retiring in investment banking, principally at Deutsche Bank (and its predecessor Alex, Brown & Sons), Goldman, Sachs & Co. and Bear Stearns. He began his investment banking career at Drexel Burnham Lambert. Prior to investment banking, Mr. Hopkins was a lawyer for several years. Mr. Hopkins received a Bachelor of Arts degree from Dartmouth College, a juris doctorate from Villanova University School of Law and a master in business administration degree from the Wharton School at the University of Pennsylvania. Our Board believes Mr. Hopkins' qualifications to sit on our Board include his extensive financial expertise and his years of experience providing strategic advisory services to complex organizations.

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~~Director Since: 2018~~

~~Age: 64~~

~~Kristin S. Rinne~~

~~Kristin S. Rinne~~ ~~held various senior positions at ATT, including heading the company's networks technologies organization, until she retired in 2014.~~2018. Ms. Rinne brought early leadership in deploying GSM technology in the United States, setting the stage for the success of the 3GPP family of technologies. Ms. Rinne formerly held the posts of vice president of technology strategy for SBC Wireless and managing director of operations at Southwestern Bell Mobile Services. Her contributions to the industry also include serving as chairperson of the Board of Governors at 3G Americas, LLC, and the Alliance for Telecommunications Industry Solutions (ATIS). Ms. Rinne is a "Women in Technology Hall-of-Famer", as wellHarris currently serves as a member of the ~~"Wireless Hall~~Board of ~~Fame,"~~IWG plc and ~~was named among Fierce Wireless' "Top 10 Most Influential Women~~several private company boards. Ms. Harris received a bachelor of science degree in ~~Wireless" list~~business administration from ~~2011 through 2014. Ms. Rinne holds~~the University of Southern California and is a ~~bachelor's degree from Washburn University.~~licensed CPA in New York, New Jersey, California and Massachusetts. Our Board believes Ms. ~~Rinne's~~Harris’ qualifications to sit on our Board include her extensive financial experience ~~in the telecommunications industry.~~

and her more than three decades of experience advising large public companies, private equity backed entities and Fortune 100 organizations.

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Series A Directors


				Director Since: 2018 Synchronoss Committees: • ~~Age: 67~~ Business Development • Nominating/Corporate Governance		~~Robert Aquilina~~ ~~Robert Aquilina~~ joined our Board in July 2018. Since 2011, Mr. Aquilina has been an Executive Partner (a senior advisory role) for Siris Capital Group, LLC Mr. Aquilina was an executive of AT&T, Inc. for 22 years, with his last position being Co-President of AT&T Consumer Services and a member of the Chairman's Operating Group. Previously within AT&T, Mr. Aquilina held a variety of senior positions including President of Europe, Middle East & Africa; Vice Chairman of AT&T Unisource; Vice Chairman of World Partners; and General Manager of Global Data Services. Mr. Aquilina has an M.B.A. from University of Chicago and received a degree in Engineering from The Cooper Union for the Advancement of Science and Art. Our Board believes Mr. Aquilina's qualifications to sit on our Board include his extensive business experience and his years of experience providing strategic advisory services to complex organizations.

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~~Series A Directors~~

Frank Baker

~~Director Since: 2018~~

~~Age: 45~~

~~Synchronoss Committees:~~

•

~~Nominating/Corporate Governance~~

~~Frank Baker~~

Frank Baker joined our Board in February 2018 as part of the Siris Series A Preferred Stock transaction. Mr. Baker is a Managing Partner of Siris Capital Group, which he co-founded in ~~2011and~~2011 and is a board member of all Siris Capital Group’s portfolio companies. Mr. Baker has an M.B.A. from Harvard Business School and a degree in Economics from the University of Chicago. Mr. Baker also serves as a trustee of the University of Chicago. Our Board believes Mr. ~~Baker's~~Baker’s qualifications to sit on our Board include his extensive financial expertise and his years of experience providing strategic advisory services to complex organizations.

Director Since: 2018

~~Age: 67~~

Synchronoss Committees:

•

Audit (Observer)

•

Nominating/Corporate
Governance

Peter Berger

Peter Berger joined our Board in February 2018 as part of the Siris Series A Preferred Stock transaction. Mr. Berger is a Managing Partner of Siris Capital Group, which he co-founded in 2011 and is a board member of all Siris Capital Group’s portfolio companies. Mr. Berger has an M.B.A. from Columbia University Graduate School of Business and received a degree in Math and Accounting from Boston University. Our Board believes Mr. ~~Berger's~~Berger’s qualifications to sit on our Board include his extensive financial expertise and his years of experience providing strategic advisory services to complex organizations.

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PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has appointed Ernst & Young LLP, independent registered public accounting firm, as the ~~Company's~~Company’s independent registered public accounting firm for the fiscal year ending December 31, ~~2018~~2020 and has further directed that management submit the appointment of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited the ~~Company's~~Company’s financial statements since its formation in 2000. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the ~~Company's~~Company’s amended and restated by-laws nor other governing documents or law require stockholder ratification of the appointment of Ernst & Young LLP as the ~~Company's~~Company’s independent registered public accounting firm. However, the Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

To ratify the selection by the Audit Committee of Ernst & Young LLP, as the independent registered public accounting firm of the Company for its fiscal year ended December 31, ~~2018,~~2020, the Company must receive a ~~"For"~~“For” vote from the majority of all the outstanding shares that are present ~~in person~~at the Annual Meeting or represented by proxy and cast either affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted ~~"For"~~“For” or ~~"Against"~~“Against” the proposal and will have no effect on the proposal. Because this proposal is a non-routine matter, a broker or other nominee may generally vote and therefore no broker non-votes are expected to exist in connection with this proposal.

~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S FEES~~Independent registered public accounting firm’s fees

The following table represents aggregate fees billed to the Company for fiscal years ended December 31, ~~2017~~2019 and December 31, ~~2016~~2018 by Ernst & Young LLP, the ~~Company's~~Company’s principal accountant. All services described below for ~~2016~~2018 and ~~2017~~2019 were approved by the Audit Committee.

	Fiscal Year Ended
	2019			2018
	(In thousands)
Audit Fees(1)		$	3,589		$	3,778
Audit Related(2)		$	65			0
Tax Services		$	0			12.5
Other		$	7		$	8.5
Total Fees		$	3,661		$	3,799

Fiscal Year Ended

2017

2016

(In thousands)

Audit Fees(1) $ 27,809 $ 3,025

Audit Related Fees(2) 3 235

Total Fees
$ 27,812 $ 3,260

(1)

~~(1)~~: For professional services rendered for the audits of annual financial statements, including the audit of annual financial statements and internal control over financial reporting for the years ended December 31, ~~2017~~2019 and ~~2016.~~

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2018. The audit fees also include the review of quarterly financial statements included in the ~~Company's~~Company’s quarterly reports on Form 10-Q, statutory audits of foreign subsidiaries and other regulatory filings or similar engagements. ~~In addition, the 2017~~

(2)

The audit related fees ~~included amounts related~~relate to ~~the Company's restatement~~SOC-2 readiness and Implementation of ~~its 2015~~Workday payroll and ~~2016 annual financial statements.~~

~~(2)~~

~~Includes fees that are for assurance~~financials.

Pre-approval policies and ~~related services other than those included in Audit Fees and primarily related to due diligence services relating to an acquisition.~~procedures

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~~PRE-APPROVAL POLICIES AND PROCEDURES~~

The Audit ~~Committee's~~Committee’s policy, subject to certain permitted exceptions for certain de minimis services, is to pre-approve all audit and permissible non-audit services rendered by Ernst & Young LLP, our independent registered public accounting firm. The Audit Committee can pre-approve specified services in defined categories of audit services, audit-related services and tax services up to specified amounts, as part of the Audit ~~Committee's~~Committee’s approval of the scope of the engagement of Ernst & Young LLP or on an individual case-by-case basis before Ernst & Young LLP is engaged to provide a service. The Audit Committee has determined that the rendering of the services other than audit services by Ernst & Young LLP is compatible with maintaining the principal ~~accountant's~~accountant’s independence. The independent registered public accounting firm and management are required to meet with the audit committee to review and discuss our annual and quarterly financial statements and related disclosures, as well as our critical accounting policies and practices. Additionally, the audit committee is responsible for reviewing the audit plan with the independent registered public accounting firm and members of management responsible for preparing our consolidated financial statements. All of the services of Ernst & Young LLP for ~~2016~~2018 and ~~2017~~2019 described above were pre-approved by the audit committee.

THE BOARD RECOMMENDS A VOTE ~~"FOR"~~“FOR” PROPOSAL 2

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PROPOSAL 3
ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Securities Exchange Act of 1934, as amended, we are requesting our stockholders to vote, on an advisory basis, on the compensation of our NEOs as described in the ~~"Compensation~~“Compensation of Executive ~~Officers"~~Officers” section of this Proxy Statement. This proposal, commonly known as a ~~"say-on-pay"~~“say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our NEOs.

Compensation ~~Program~~program and ~~Philosophy~~

philosophy

Our executive compensation philosophy and programs are designed to attract, retain and motivate high-quality executives who possess the diverse skills and talents required to help us achieve our short and long-term financial and strategic goals. We believe that our executive compensation programs foster a performance-oriented culture that aligns our ~~executives'~~executives’ interests with those of our stockholders over the long term. We believe that the compensation of our executives is both appropriate for and responsive to the goal of improving ~~shareholder~~stockholder value. Specifically, we tie a significant portion of executive compensation to stockholder return in the form of at-risk or variable realizable compensation. The approval, on an advisory basis, of the compensation of the ~~Company's NEOs as~~Company’s NEO’s requires a ~~"For"~~“For” vote from the majority of all of the outstanding shares that are present ~~in person~~at the Annual Meeting or represented by proxy and cast affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted ~~"For"~~“For” or ~~"Against"~~“Against” this proposal and will have no effect on this proposal.

Compensation ~~Discussion~~discussion and ~~Analysis~~

analysis

Stockholders are urged to read the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” section of this Proxy Statement and the tables and narrative discussion that follow for detail about our executive compensation programs, including information about the fiscal year ~~2017~~2019 compensation of our NEOs.

Recommendation

For the above reasons, we are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by voting in favor of the following resolution:

RESOLVED:


~~RESOLVED:~~		That the stockholders approve, on an advisory non-binding basis, the compensation of the Company's named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, related compensation tables, and the accompanying narrative disclosure set forth in the Proxy Statement relating to the Company's 2018That the stockholders approve, on an advisory non-binding basis, the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, related compensation tables, and the accompanying narrative disclosure set forth in the Proxy Statement relating to the Company’s 2020 Annual Meeting of Stockholders.

Even though this say-on-pay vote is advisory and therefore will not be binding, our Compensation Committee and our Board value the opinions of our stockholders. Accordingly, we expect to take into account the outcome of the vote when considering future executive compensation decisions.

THE BOARD RECOMMENDS A VOTE ~~"FOR"~~“FOR” PROPOSAL 3

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~~PROPOSAL 4~~
~~APPROVAL OF INCREASE OF NUMBER OF SHARES ISSUABLE~~
~~UNDER THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN~~

~~General.~~ ~~Our Board of Directors approved an amendment to the Employee Stock Purchase Plan (theESPP~~) on July 25, 2018, subject to approval by our stockholders at our 2018 Annual Meeting. We are seeking stockholder approval of an amendment to the ESPP that increases the maximum number of shares that will be made available for issuance thereunder by 500,000 shares. If our stockholders do not approve the amendment, the existing version of the ESPP will remain in effect.

Our Board believes the ESPP benefits the Company and its stockholders by providing Company employees with an opportunity through payroll deductions to purchase shares of our common stock, which is helpful in attracting, retaining, and motivating valued employees. To provide an adequate reserve of shares and a mechanism to permit the Company to continue offering employees a stock purchase opportunity, our board of directors has adopted the amendment to the ESPP, subject to stockholder approval. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code.

~~The following is a summary of the principal features of the ESPP, as amended by the amendment.~~

~~Administration.~~ The ESPP will be administered by our Board or, if appointed by the Board, by a Committee appointed by the Board. The Board or its Committee will have authority to make rules and regulations for the administration of the ESPP, to interpret its provisions, and to supervise its administration and to take any other actions related to the ESPP as it deems necessary or advisable. The interpretation and decisions of the Board or its Committee with regard to these matters shall be final and conclusive. All costs and expenses incurred in the administration of the ESPP will be paid by the Company without charge to participants. All cash proceeds received by the Company from payroll deductions under the ESPP are credited to a non-interest bearing bank account.

~~Shares Available; Offerings.~~ The stock issuable under the ESPP is the Company's authorized but unissued or reacquired Common Stock. The maximum number of shares of Common Stock which may be issued over the term of the ESPP is 644,813.

The ESPP offering periods generally have a duration of six months. A new offering period will commence every three or six months and may run concurrently with prior offering periods. The Board or Committee in its discretion may vary the beginning date and ending date of the offering periods, provided no offering period shall exceed 24 months in length, and may vary the duration of an offering period or purchase period. A new offering period will commence on a date selected by the Board or the Compensation Committee. The participant will have a separate purchase right for each offering period in which he or she participates. The purchase right will be granted on the first day of the offering period and will be automatically exercised in successive installments on the last day of each offering period or on a designated exercise date.

~~Eligibility.~~ An employee is eligible to participate in an offering if he or she (1) is employed by the Company, or by one of the Company's subsidiaries designated by the Board or its Committee, at the beginning of an offering period; and (2) is customarily employed by the Company or designated subsidiary for more than 20 hours per week and for more than five months in a calendar year. The Company may not grant an employee an option under the ESPP if such employee, immediately after the option is granted, owns or would own (as determined pursuant to Section 424(d) of the Internal

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Revenue Code) 5% or more of the total combined voting power or value of the stock of the Company. Nor may the Company grant an employee an option that gives such employee the right to purchase under the ESPP more than $25,000 worth of Common Stock (based on the fair market value of the Common Stock at the beginning of an offering period) in any calendar year.

~~Payment of Purchase Price; Payroll Deductions.~~ Payment for shares by participants shall be by accumulation of after-tax payroll deductions during an offering period. The deductions may not exceed 10% of a participant's cash compensation paid during an offering period. Cash compensation for this purpose shall be defined in the ESPP document.

The participant will receive a purchase right for each offering period in which he or she participates to purchase up to the number of shares of Common Stock determined by dividing such participant's payroll deductions accumulated prior to the purchase date by the applicable purchase price (subject to the limitations discussed herein). Unless the Board or Committee determines otherwise, no fractional shares shall be purchased. No interest shall accrue on the payroll deductions of a participant in the ESPP except to the extent required by applicable law.

~~Option Exercise Price.~~ The purchase price of each share of Common Stock purchased with payroll deductions made during each offering will be 85% of the closing price of the Common Stock on either (1) the Offering Commencement Date or (2) the Exercise Date (as defined in the ESPP), whichever closing price is less. Such closing price will be the closing price of the Common Stock on Nasdaq.

Our obligation to sell and deliver Common Stock under the ESPP is subject to listing on Nasdaq and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock.

~~Nontransferability of Interests.~~ ~~The terms of the ESPP shall provide that employees may not transfer their rights under the ESPP other than by will or the laws of descent and distribution.~~

~~Termination of Employment.~~ Upon termination of a participating employee's employment before an Exercise Date, no payroll deduction shall be taken from any pay due and owing and the balance of the employee's account shall be refunded.

~~Amendment; Termination.~~ The ESPP shall continue in effect until the earlier of (i) twenty (20) years from the date of adoption, (ii) the date on which all shares available for issuance under the ESPP shall have been issued or (iii) a corporate transaction, unless the ESPP is earlier terminated by the Board in its discretion. The terms of the ESPP shall provide that the Board may at any time modify, terminate or amend the ESPP in any respect, except that (1) if the approval of the stockholders of the Company is required under Section 423 of Code, the Board may not effect such modification or amendment without such approval, and (2) in no event may any amendment be made which would cause the ESPP to fail to comply with Section 423 of the Code.

~~Adjustments.~~ If any change in the Common Stock occurs (through re-capitalization, stock dividend, stock split, combination of shares, exchange of shares, or other change affecting the outstanding Common Stock as a class without our receipt of consideration), appropriate adjustments shall be made by the Company to the class and maximum number of shares subject to the ESPP, to the class and maximum number of shares purchasable by each participant on any one purchase date, and the class and number of shares and purchase price per share subject to outstanding purchase rights in order to prevent the dilution or enlargement of benefits thereunder.

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~~Corporate Transaction.~~ The terms of the ESPP shall provide that, in the event of a dissolution or liquidation of the Company, the offering period will terminate immediately prior to the completion of such event unless otherwise provided by the Board. In the event of (1) a proposed sale of all or substantially all of the assets of the Company or (2) a merger or consolidation of the Company with or into another corporation (other than a merger in which the Company is the surviving corporation and the holders of the capital stock of the Company immediately prior to such merger continue to hold at least 50% by voting power of the capital stock of the Company), then the surviving corporation will assume each option under the ESPP, or will substitute an equivalent option unless the Board determines either to cancel each option and refund the payroll withholding amounts or to give each participant the right to exercise the option immediately prior to the corporate transaction.

The grant of purchase rights under the ESPP will in no way affect the right of the Company to adjust, reclassify, reorganize, or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

~~Summary of Federal Income Tax Consequences~~

The following is only a summary of the principal United States Federal income taxation consequences to the participant and the Company with respect to the ESPP, based on advice received from counsel to the Company regarding current United States Federal income tax laws. This summary is not intended to be exhaustive and among other things, does not discuss the tax consequences of a participant's death or the income tax laws of any city, state or foreign country in which the participant may reside.

The ESPP is intended to qualify as an employee stock purchase plan under Section 423 of the Code. Under a plan that so qualifies, no taxable income will be reportable by a participant, and no deductions will be allowable to the Company, by reason of the grant or exercise of the purchase rights issued thereunder. A participant will, however, recognize taxable income in the year in which the purchased shares are sold or otherwise made the subject of disposition.

A sale or other disposition of the purchased shares will be a disqualifying disposition if made before the later of two years after the start of the offering period in which such shares were acquired or one year after the shares are purchased. If the participant makes a disqualifying disposition of the purchased shares, then the Company will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal to the amount by which the fair market value of such shares on the date of purchase exceeded the purchase price, and the participant will be required to satisfy the employment and income tax withholding requirements applicable to such income. In no other instance will the Company be allowed a deduction with respect to the participant's disposition of the purchased shares.

Any additional gain or loss recognized upon the disposition of the shares will be a capital gain, which will be long-term if the shares have been held for more than one (1) year following the date of purchase under the ESPP.

~~New Employee Stock Purchase Plan Benefits~~

Since purchase rights are subject to discretion, including an employee's decision not to participate in the ESPP, awards under the ESPP for the current fiscal year are not determinable. The Company's executive officers have an interest in this proposal because they participate in the ESPP. Our non-employee directors are not eligible to participate in the ESPP

~~THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 4~~

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STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

If you wish to submit a proposal for inclusion in next ~~year's~~year’s proxy materials or nominate a director, your proposal must be in proper form according to SEC Regulation 14A and Rule 14a-8, in conformance with the ~~Company's~~Company’s by-laws and submitted in writing to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, New Jersey 08807, Attn: Secretary to be received no later than the close of business on ~~May 13, 2019~~December 17, 2020 (120 days before the first anniversary of the date this proxy statement is released to stockholders). However, if the date of the Annual Meeting of Stockholders is changed by more than 30 days from the first anniversary of this Annual Meeting, then the deadline will be a reasonable time before the Company begins to print and send its proxy materials.

If you wish to submit a proposal to be presented at the ~~2019~~2021 Annual Meeting of Stockholders but which will not be included in the ~~Company's~~Company’s proxy materials, your proposal must be submitted in writing and in conformance with our by-laws to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, New Jersey 08807, Attn: Secretary no later than the close of business on the 45th day prior to the first anniversary of the date this proxy statement is released to stockholders ~~(July 27, 2019)~~(March 2, 2021), nor earlier than the close of business on the 75th day prior to the first anniversary of the date this proxy statement is released to stockholders ~~(June 27, 2019)~~(January 31, 2021). In the event that the date of the ~~2019~~2021 Annual Meeting of Stockholders is changed by more than 30 days from the first anniversary of this Annual Meeting, then notice must be delivered not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.

NO INCORPORATION BY REFERENCE

In the ~~Company's~~Company’s filings with the SEC, information is sometimes ~~"incorporated~~“incorporated by reference."” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the ~~"Audit~~“Audit Committee ~~Report"~~Report” and the ~~"Compensation~~“Compensation Committee ~~Report"~~Report” contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC and shall not be deemed to be ~~"soliciting~~“soliciting material."” In addition, this Proxy Statement includes several website addresses. These website addresses (including our corporate website atwww.synchronoss.com~~www.synchronoss.com~~) are intended to provide inactive, textual references only and are not intended to be active hyperlinks in this proxy. The information on these websites is not part of this Proxy Statement.

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CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING

If you have any questions or require any assistance with voting your shares or need additional copies of this Proxy Statement or voting materials, please contact:

Ronald Prague, Esq.
Executive Vice President and Chief Legal Officer
Synchronoss Technologies, Inc.
200 Crossing Boulevard
Bridgewater, NJ 08807
or
~~Call~~ (800) 575-7606

It is important that your shares are represented at the Annual Meeting. Whether or not you plan to attend and vote at the Annual Meeting, please vote using the Internet or by telephone or by signing and returning a proxy card, if you have ~~requested~~received one, so your shares will be represented at the Annual Meeting.

The form of Notice and this Proxy Statement have been approved by the Board of Directors and are being mailed, delivered or made available to stockholders by its authority.

The Board of Synchronoss Technologies, Inc.
Bridgewater, New Jersey
~~September 10, 2018~~

April 16, 2020

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTo withhold authority to vote for anyindividual nominee(s), mark “For AllExcept” and write the number(s) of thenominee(s) on the line below.0 0 00 0 00 0 00000460881_1 R1.0.1.18For Withhold For AllAll All ExceptThe Board of Directors recommends you vote FORthe following:1. Election of DirectorsNominees01 Thomas J. Hopkins 02 Robert Aquilina 03 Kristin S. RinneSYNCHRONOSS TECHNOLOGIES, INC.200 CROSSING BOULEVARD, 8TH FLOORBRIDGEWATER, NJ 08807VOTE BY INTERNET - ~~www.proxyvote.com Use~~www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery ~~of information up until~~ofinformation. Vote by 11:59 P.M. ~~Eastern Time the day before the cut-off date or meeting date.~~ET on 06/02/2020. Have your proxy card in hand ~~when you~~whenyou access the web site and follow the instructions to obtain your records and to ~~create an~~createan electronic voting instruction ~~form. Synchronoss Technologies, Inc. 200 Crossing Blvd, 8th Floor Bridgewater, NJ 08807 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like~~form.During the Meeting - Go to ~~reduce~~www.virtualshareholdermeeting.com/SNCR2020You may attend the ~~costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically~~meeting via ~~e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using~~ the Internet and ~~when prompted, indicate~~vote during the meeting. Have theinformation that ~~you agree to receive or access proxy materials electronically~~is printed in ~~future years. VOTE~~the box marked by the arrow available and follow theinstructions.VOTE BY PHONE - ~~1-800-690-6903 Use~~1-800-690-6903Use any touch-tone telephone to transmit your voting ~~instructions up until~~instructions. Vote by 11:59 P.M. ~~Eastern Time the day before the cut-off date or meeting date.~~ETon 06/02/2020. Have your proxy card in hand when you call and then follow ~~the instructions. VOTE~~theinstructions.VOTE BY ~~MAIL Mark,~~MAILMark, sign and date your proxy card and return it in the postage-paid envelope we ~~have provided~~haveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the AllAll The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01 William J. Cadogan 02 Stephen G. Waldis 03 Glenn Lurie The11717.The Board of Directors recommends you vote FOR proposals 2 3 and 4.3. For ~~0 0 0~~ Against ~~0 0 0 Abstain 0 0 0 2~~Abstain2 To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting ~~firm for~~firmfor the fiscal year ending December 31, ~~2018.~~2020.3 To approve on a non-binding advisory basis the compensation of the Company's named executive ~~officers. 3 4 To approve an increase in the number of shares issuable under the Company's Employee Stock Purchase Plan. NOTE:~~officers.NOTE: Such other business as may properly come before the meeting or any adjournment ~~thereof. Please~~thereof.You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. Have the information thatis printed in the box marked with the arrow on your proxy card or Notice of Internet Availability of ProxyMaterials available and follow the instructions.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary,please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation ~~or partnership,~~orpartnership, please sign in full corporate or partnership name by authorized officer. ~~Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000387899_1 R1.0.1.17~~

TABLE OF CONTENTS

~~Important~~ [MISSING IMAGE: tm202163-1_pc2.jpg]

0000460881_2 R1.0.1.18Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The ~~Notice, Proxy Statement and Form 10-K Annual Report Wrap~~ @materials is/are available ~~at www.proxyvote.com SYNCHRONOSS~~atwww.proxyvote.comSYNCHRONOSS TECHNOLOGIES, ~~INC. Annual~~INC.Annual Meeting of ~~Stockholders October 24, 2018 11:~~StockholdersJune 3, 2020 10:00 ~~A.M. This~~A.M.This proxy is solicited by the Board of ~~Directors The~~DirectorsThe stockholder(s) hereby appoint(s) Ronald J. Prague and ~~David Clark,~~Cara Blaszka, or either of them, as proxies, each with the power to appoint ~~his substitute,~~hissubstitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of ~~common stock~~commonstock of SYNCHRONOSS TECHNOLOGIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of stockholders to ~~be held~~beheld on ~~October 24, 2018,~~June 3, 2020, at ~~11:~~10:00 A.M., ~~at the offices of Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, NJ 08807,~~via a live webcast www.virtualshareholdermeeting.com/SNCR2020, and any adjournment ~~or postponement thereof. This~~orpostponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will ~~be voted~~bevoted in accordance with the Board of Directors' ~~recommendations. Continued~~recommendations.Continued and to be signed on reverse side ~~0000387899_2 R1.0.1.17~~


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o		~~Soliciting Material under §240.14a-12~~


~~SYNCHRONOSS TECHNOLOGIES, INC.~~
~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~
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		~~For More Information~~

			For More Information		Board Recommendation
Proposal 1: Election of three directors		~~Page 78~~			~~For Nominees~~
			Page 64		✓		For Nominees
Proposal 2: Ratification of appointment of Ernst & Young LLP as independent registered public accountants		~~Page 85~~			~~For~~
				Page 70		✓		For
Proposal 3: Advisory vote on executive compensation		~~Page 87~~			~~For~~
			Page 72		✓
~~Proposal 4:~~ ~~Approval of additional shares issuable under the Company's Employee Stock Purchase Plan~~	For	~~Page 88~~			~~For~~


Matter				Board vote recommendation
	Management proposals:
Election of three directors			For the director nominees
	Ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, ~~2018~~	2020			For
	Advisory vote on Executive Compensation			~~For~~
~~Approval of an increase on the number of shares issuable under the Company's Employee Stock Purchase Plan~~			For



AC	~~Audit Committee~~	~~BDC~~	~~Business Development Committee~~
CC	~~Compensation Committee~~	C	~~Chair~~
~~NCGC~~	~~Nominating/Corporate Governance Committee~~	M	~~Member~~

Proxy Summary	1	Executive Officer Stock Ownership Guidelines	39
2020 Proxy Statement Highlights	2	Compensation Committee Report	40
Questions & Answers About this Proxy Material and Voting	3	Summary Compensation Table	41
Corporate Governance at Synchronoss	9	Grants of Plan Based Awards Table	43
Stockholder Communications with our Board of Directors	11	Description of Awards Granted in 2019	44
Board of Directors and Committee Duties	11	Outstanding Equity Awards at Fiscal Year-End Table	45
Board Structure and Committees	11	Option Exercises and Stock Vested	48
Director Compensation	16	Employment Agreements	48
Director Stock Ownership Guidelines	18	Estimated Payments and Benefits	52
Limitation of Liability and Indemnification	18	Report of the Audit Committee	54
Compensation Risk Management Considerations	19	Equity Security Ownership of Certain Beneficial Owners and Management	55
Compensation of Executive Officers	22	Related Party Transactions	59
Compensation Discussion and Analysis	22	Other Matters	63
2019 Compensation Program Highlights	22	Proposal 1 — Election of Directors	64
2019 Executive Compensation Program	24	Proposal 2 — Ratification of the Selection of Independent Registered Public Accounting Firm	70
Principal Elements of Compensation	26	Proposal 3 — Advisory Vote on Executive Compensation	72
Chief Executive Officer Compensation	29	Stockholder Proposals for the Next Annual Meeting	73
Pay Mix	30	No Incorporation by Reference	73
2019 Compensation Decisions	30	Contact for Questions and Assistance with Voting	74
Financial Restatement, Recoupment and Related Policies	39



Proxy Summary	1	Compensation Committee Report	48

2018 Proxy Statement Highlights	2	Summary Compensation Table	49

Questions & Answers About this Proxy Material and Voting	4	Grants of Plan Based Awards Table	52

Corporate Governance at Synchronoss	10	Description of Awards Granted in 2017	54

Stockholder Communications with our Board of Directors	12	Outstanding Equity Awards at Fiscal Year-End Table	55

Board of Directors and Committee Duties	12	Option Exercises and Stock Vested	59

Director Compensation	18	Employment Agreements	59

Director Stock Ownership Guidelines	19	Estimated Payments and Benefits	64

Limitation of Liability and Indemnification	19	Report of the Audit Committee	69

Risk Management Considerations	21	Equity Security Ownership of Certain Beneficial Owners and Management	70

Compensation of Executive Officers	22	Certain Related Party Transactions	73

Compensation Discussion and Analysis	22	Section 16(a) Beneficial Ownership Reporting Compliance	77

2017 Compensation Program Highlights	24	Other Matters	77

2017 Executive Compensation Program	25	Election of Directors	78

Principal Elements of Compensation	29	Ratification of the Selection of Independent Registered Public Accounting Firm	85

Chief Executive Officer Compensation	32	Advisory Vote on Executive Compensation	87
			��
Pay Mix	33	Approval of Increase of Number of Shares Issuable under the Company's Employee Stock Purchase Plan	88

2017 Compensation Decisions	33	Stockholder Proposals for the Next Annual Meeting	91

Financial Restatements and Related Policies	45	No Incorporation by Reference	91

Executive Officer Stock Ownership Guidelines	45	Contact for Questions and Assistance with Voting	92



Name*	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)(2)	Total ($)
William J. Cadogan	85,000	119,998	80,004	285,002

Thomas Hopkins	77,500	119,998	80,004	277,502

James McCormick	64,610	119,998	80,004	264,612

Donnie M. Moore	75,000	119,998	80,004	275,002


Name	2016 Base Salary	2017 Base Salary
Glenn Lurie(1)	N/A	$750,000

Stephen G. Waldis(2)	$608,900	$625,000

Lawrence Irving(3)	N/A	$425,000

Robert E. Garcia(4)	$450,000	$475,000

Christopher S. Putnam	$340,000	$340,000

Daniel Rizer	$420,000	$420,000



Corporate Component	Weighting	Threshold 25% payout	Target 100% payout	Maximum 175% payout
Non-GAAP Revenue	25%	$757,000,000	$827,000,000	$896,000,000

Non-GAAP EBITDA	30%	$230,000,000	$279,000,000	$328,000,000

Non-GAAP Recurring Revenue	25%	$542,000,000	$592,000,000	$642,000,000

Free Cash Flow	20%	$70,000,000	$100,000,000	$138,000,000



Name	Threshold	Target	Maximum
Stephen G. Waldis	12,951	25,901	51,802

Robert E. Garcia	8,489	16,978	33,956

Christopher S. Putnam	535	1,069	2,138

Daniel Rizer	1,918	3,386	7,762



Corporate Component	Achievement	Plan Payout	Weighting
Adjusted Non-GAAP Revenue	$698,400,000	165%	60%

Adjusted Non-GAAP EBITDA	34%	95%	30%

Non-GAAP Cloud Revenue	$403,381,000	200%	10%



Name	2015 - 2017 Target Shares	Attainment %		Shares Earned
Stephen G. Waldis	25,901	147.5	%	38,204

Robert E. Garcia	16,978	147.5	%	25,043

Daniel Rizer	3,836	147.5	%	5,658

Christopher Putnam	1,069	147.5	%	1,577



Name	2016 - 2018 Target Shares	2016 Target Shares	Attainment %		Shares Earned
Stephen G. Waldis	52,951	17,650	93.3	%	16,467

Robert E. Garcia	32,287	10,762	93.3	%	10,040

Daniel Rizer	6,974	2,325	93.3	%	2,169

Christopher Putnam	9,944	3,647	93.3	%	3,402



Name	2016-2018 Target Shares	2017 Target Shares	Attainment %		Performance Shares Earned
Stephen G. Waldis	52,951	17,650	0	%	0

Robert E. Garcia	32,287	10,762	0	%	0

Christopher S. Putnam	9,944	3,647	0	%	0

Daniel Rizer	6,974	2,325	0	%	0



					$30 Stock			$35 Stock
		Target	Target		Price (125%)			Price (150%)
Participant		Cash	Shares		Cash	Shares		Cash	Shares
Robert Garcia	$	475,000	39,500	$	593,750	49,375	$	712,500	59,250

Lawrence Irving	$	425,000	32,700	$	531,250	40,875	$	637,500	49,050

Christopher Putnam	$	340,000	28,350	$	425,000	35,438	$	510,000	42,525

Daniel Rizer	$	420,000	35,000	$	525,000	43,750	$	630,000	52,500



Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)		Option Awards ($)(11)	Non-Equity Incentive Plan Compensation ($)(12)	All Other Compensation ($)		Total ($)
Glenn Lurie	2017	122,139		5,437,503	(3)	5,295,953	—	19,866	(13)	10,875,461
Chief Executive Officer

Ron Hovsepian	2017	198,347		4,262,979	(4)	1,421,000	—	4,046,334	(14)	9,928,660
Former Chief Executive Officer

Stephen G. Waldis	2017	603,220		4,374,900	(5)	1,468,232	748,155	20,888	(15)	7,215,395
Former Chief Executive Officer	2016	608,900		3,069,569		1,261,248	821,216	20,074		5,781,007
and Executive Chairman	2015	591,165		4,269,514		1,128,651	962,000	23,613		6,974,943

Lawrence Irving	2017	283,333	150,000	3,616,716	(6)	651,959	—	19,127	(16)	4,721,135
Chief Financial Officer

John W. Frederick	2017	110,185		3,300,003	(7)	—	—	1,227,697	(17)	4,637,885
Former Chief Financial Officer

Karen L. Rosenberger	2017	90,000		—		—	241,272	2,019,145	(18)	2,350,417
Former Chief Financial Officer	2016	360,000		748,682		307,617	242,409	63,338		1,722,046
	2015	330,000		1,011,634		267,436	258,750	19,704		1,887,524

Robert E. Garcia	2017	475,000		4,573,719	(8)	833,334	402,301	17,700	(19)	6,302,054
Chief Commercial Officer	2016	450,204		1,871,677		769,056	433,770	17,150		3,541,857
	2015	437,091		2,798,597		739,817	506,049	17,150		4,498,704

Christopher S. Putnam	2017	340,000		2,988,351	(9)	499,998	408,000	8,100	(20)	4,244,449
President, GM Americas	2016	340,000		738,124		225,711	375,000	7,950		1,686,785
	2015	250,000		769,964		295,726	150,000	6,833		1,472,523

Daniel Rizer	2017	420,000		2,837,484	(10)	333,328	375,312	8,100	(20)	3,974,224
Chief Strategy Officer	2016	420,000		1,867,458		158,294	421,010	7,950		2,874,712
	2015	385,786		539,996		159,911	279,282	7,800		1,372,775



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Inventive Plan Awards (2)			Number of Shares of Stock		Awards Securities Underlying	Exercise or Base Price of Option	Value of Stock and Option

Name(a)	Grant Date	Threshold ($)(1)(2)	Target ($)	Maximum ($)	Threshold (#)(4)(5)	Target (#)(3)	Maximum (#)	or Units (#)		Options (#)	Awards ($/Sh)	Awards ($)(6)
Glenn					90,264	180,528	361,056

Lurie	11/13/2017							180,528				1,812,501

	11/13/2017									507,101	10.04	1,781,953

	11/13/2017									1,000,000	10.04	3,514,000

Stephen G.		343,750	687,500	1,203,125	28,457	56,914	113,828

Waldis	3/24/2017							43,240				1,121,646

	4/26/2017							13,674				336,654

	3/24/2017									123,545	25.94	121,665

	4/26/2017									40,219	24.62	346,567

Ron		—	—	—	—	—	—

Hovsepian	3/24/2017							54,780				1,420,993

	3/24/2017									156,515	25.94	1,421,000

Lawrence		170,000	340,000	595,000

Irving		425,000	531,250	637,500	23,827	47,654	95,308

	7/26/2017				32,700	40,875	49,050

	4/27/2017							47,654				633,322

	4/27/2017									140,161	13.29	651,959

John W.		—	—	—	—	—	—

Frederick	3/24/2017							36,623	��			950,001
							��
	3/24/2017							17,348				450,007

Karen		—	—	—	—	—	—	—		—	—	—

Rosenberger

Robert E.		190,000	380,000	665,000

Garcia		475,000	593,750	712,500	16,063	32,125	64,250

	7/26/2017				39,500	49,375	59,250

	3/24/2017							32,125				833,323

	3/24/2017									91,787	25.94	833,334

Christopher		187,000	374,000	654,500

Putnam		340,000	425,000	510,000	15,309	30,618	61,236

	7/26/2017				28,350	35,438	42,525

	5/8/2017							30,618				499,992

	5/8/2017									87,481	16.33	499,998

Daniel		168,000	336,000	588,000

Rizer		420,000	525,000	630,000	10,206	20,412	40,824

	7/26/2017				35,000	43,750	52,500					333,328

	5/8/2017							20.412		58,320	16.33	333,328



Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)(31)
Glenn Lurie	—	507,101(13)	10.04	11/13/2024

	—	1,000,000(14)	10.04	11/13/2024

					180,528(2)	1,613,920

							180,528(30)	1,613,920

Stephen G. Waldis	160,000(3)	—	30.50	12/6/2018

	76,400(4)	—	31.02	2/14/2020

	83,771(5)	3,642	32.40	2/13/2021

	49,970(6)	20,576	41.37	2/9/2022

	60,978(7)	72,065	25.81	2/19/2023

	—	123,545(11)	25.94	3/24/2024

	—	40,219(12)	24.62	4/26/2024

					8,633(19)	77,179

					35,300(20)	315,582

					43,240(21)	386,566

					13,674(8)	122,246

					38,204(9)	341,543

							105,902(26)	946,764

							51,802(27)	463,110

							86,480(28)	773,131

							27,348(28)	244,491

Ron Hovsepian	—	—	—		—	—	—	—

Lawrence Irving	—	140,161(15)	13.29	4/27/2024

					47,654(22)	426,026

							95,308(28)	852,053

							49,050(29)	438,507

John W. Frederick	—	—	—		—	—	—	—

Karen L. Rosenberger	—	—	—		—	—	—	—

Robert E. Garcia	12,323(4)	—	31.02	2/14/2020

	38,958(5)	2,292	32.40	2/13/2021

	32,755(6)	13,487	41.37	2/9/2022

	37,182(7)	43,942	25.81	2/19/2023

	—	91,787(11)	25.94	3/24/2024

					5,659(19)	50,591

					21,524(20)	192,425

					32,125(21)	287,198

					25,043(9)	223,884

							64,574(26)	577,292

							33,956(27)	303,567

							64,250(28)	574,395

							59,250(29)	529,695

Christopher Putnam	1,938(16)	969	50.31	4/15/2022

	9,432(17)	8,677	36.06	11/13/2022

	11,452(7)	13,534	25.81	2/19/2023

	—	87,481(18)	16.33	5/8/2024

					356(23)	3,183

					4,000(10)	35,760

					6,629(20)	59,263

					30,618(24)	273,725

							19,888(26)	177,799

							2,138(27)	19,114

							61,236(28)	547,450

							42,525(29)	380,174



Name	Benefit		Voluntary Resignation/ Termination for Cause($)		Involuntary Termination Prior to, or More Than 24 Months after, a Change in Control($)			Termination Due to Death or Disability($)			Involuntary Termination Within 24 Months After a Change in Control($)
Glenn Lurie	Severance (1)	$	—	$	3,300,000	(10)	$	900,000		$	4,042,500

	Option Acceleration (2)		—		—			—			—

	Restricted Stock Acceleration (3)		—		537,973			1613,920			1,613,920

	Accrued Vacation (6)		48,077		48,077			48,077			48,077

	Benefit Continuation (7)		—		30,550			30,550	(8)		30,550

	Total Value	$	48,077	$	3,916,600		$	2,592,547		$	5,735,047

Stephen G. Waldis	Severance (1)	$	—	$	1,998,155		$	687,500		$	2,616,905

	Option Acceleration (2)		—		—			—

	Restricted Stock Acceleration (3)		—		—			1,243,116			1,243,116

	Accrued Vacation (6)		48,077		48,077			48,077			48,077

	Benefit Continuation (7)		—		30,550			30,550	(8)		30,550

	Total Value	$	48,077	$	2,076,782		$	2,009,243		$	3,938,648

Lawrence Irving	Severance (1)	$	—	$	1,147,500		$	340,000		$	1,221,159

	Option Acceleration (2)		—		—			—

	Restricted Stock Acceleration (3)		—		—			718,365			718,365

	Retention Plan Equity Acceleration				292,338	(4)		292,338	(4)		292,338

	Retention Plan Non-Equity				425,000	(5)		425,000	(5)		425,000

	Accrued Vacation (6)		32,692		32,692			32,692			32,692

	Benefit Continuation (7)		—		19,847			19,487	(8)		19,487

	Total Value	$	32,692	$	1,917,377		$	1,828,242		$	2,709,401

Robert Garcia	Severance (1)	$	—	$	1,068,750		$	380,000		$	1,425,000

	Option Acceleration (2)		—		—			—

	Restricted Stock Acceleration (3)		—		—			1,107,228			1,107,228

	Retention Plan Equity Acceleration				353,130	(4)		353,130	(4)		353,130

	Retention Plan Non-Equity				475,000	(5)		475,000	(5)		475,000

	Accrued Vacation (6)		36,538		36,538			36,538			36,538

	Benefit Continuation (7)		—		27,875			27,875	(8)		27,875

	Total Value	$	36,538	$	1,961,293		$	2,379,771		$	3,424,771

Christopher Putnam	Severance (1)	$	—	$	816,000		$	408,000		$	1,088,000

	Option Acceleration (2)		—		—			—

	Restricted Stock Acceleration (3)		—		—			625,379			625,379

	Retention Plan Equity Acceleration				253,449	(4)		253,449	(4)		253,449

	Retention Plan Non-Equity				340,000	(5)		340,000	(5)		340,000

	Accrued Vacation (6)		26,154		26,154			26,154			26,154

	Benefit Continuation (7)		—		13,941			27,882	(6)		27,882

	Total Value	$	26,154	$	1,449,544		$	1,680,864		$	2,360,864

Daniel Rizer	Severance (1)	$	—	$	911,484		$	336,000		$	1,215,312

	Option Acceleration (2)		—		—			—

	Restricted Stock Acceleration (3)		—		—			658,547			658,547

	Retention Plan Equity Acceleration				312,900	(4)		312,900	(4)		312,900

	Retention Plan Non-Equity				420,000	(5)		420,000	(5)		420,000

	Accrued Vacation (6)		32,308		32,308			32,308			32,308

	Benefit Continuation (7)		—		15,275			30,550	(8)		30,550

	Total Value	$	32,308	$	1,691,967		$	1,790,305		$	2,669,617



Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) (1)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	2,443,329	(2)	$	28.63	2,158,982	(3)

Equity compensation plans not approved by security holders (2)	1,507,101	(4)(5)	$	10.04	1,500,000	(6)

Totals	3,950,328		$	21.54	3,658,982



	Common Stock Beneficially Owned			Series A Preferred Stock Beneficially Owned
Name	Shares		%	Shares	%

5% Stockholders

Silver Private Holdings I, LLC(1) 601 Lexington Avenue, 59th Floor New York, NY 10022	10,658,351	(2)	19.9%	195,181	100.0%

The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355	3,687,733		8.6%	—	—

Elk Creek Partners, LLC(4) 44 Cook St., Suite 705 Denver, CO 80206	2,487,832		5.8%	0	0.0%

Directors, Current Executive Officers and Named Executive Officers

Glenn Lurie(5)	328,834		*	—	—

Stephen G. Waldis(6)	930,687		2.2%	—	—

Lawrence Irving(7)	182,219		*	—	—

David Clark(8)	187,207		*

Robert E. Garcia(9)	355,504		*	—	—

Christopher Putnam	57,627		*	—	—

Daniel Rizer	43,309		*	—	—

Ronald Hovsepian	13,171		*	—	—

Karen Rosenberger	14,233		*	—	—

John Frederick	—		—	—	—

James M. McCormick(10)	3,121,268		7.3%	—	—

William J. Cadogan(11)	500,755		1.2%	—	—

Thomas J. Hopkins(12)	89,006		*	—	—

Donnie M. Moore(13)	94,405		*	—	—

Kristin S. Rinne(14)	—

Frank Baker(15)	10,658,351	(2)	19.99%	—	—

Peter Berger(16)	10,658,351	(2)	19.99%	—	—

Robert Aquilina(17)	—		—	—	—

All current executive officers and directors as a group (20 persons)(18)	17,046,009		34.9%	195,181	100%

	Common Stock Beneficially Owned				Series A Preferred Stock Beneficially Owned				% of Total Voting Power(1)
Name	Shares		%		Shares		%		% of Total Voting Power(1)
Silver Private Holdings I, LLC (2) 601 Lexington Avenue, 59th Floor New York, NY 10022		11,080,588(3)		19.9%		233,217		100.0%		19.99%
Elk Creek Partners, LLC (4) 44 Cook St., Suite 705 Denver, CO 80206		3,748,049		8.4%		—		—		6.7%
Blackrock, Inc. (5) 55 East 52nd St. New York, NY 10055		2,724,885		6.1%		—		—		4.9%
Archon Capital Management LLC (6) 19th Avenue E Seattle, WA 98112		2,282,738		5.1%		—		—		4.1%
David C. Shanks. (7) 3000 Altamesa Blvd., Suite 300 Fort Worth, TX 76133		3,730,445		8.4%		—		—		6.7%
James McCormick (8) 18 Baldwin Drive New Providence, NJ 07974		3,155,910		7.1%		—		—		5.7%
Directors, Current Executive Officers and Named Executive Officers
Glenn Lurie (9)		931,587		2.1%		—		—		1.7%
Stephen G. Waldis (10)		871,457		1.9%		—		—		1.6%
David Clark (11)		307,053		*		—		—		*
Mary Clark (12)		109,860		*		—		—		*
Jeffrey Miller (13)		151,572		*		—		—		*
Patrick Doran (14)		219,305		*		—		—		*
William J. Cadogan (15)		513,945		1.2%		—		—		*
Thomas J. Hopkins (16)		114,355		*		—		—		*
Kristin S. Rinne (17)		42,868		*		—		—		*
Frank Baker (18)		11,080,588(3)		19.9%		—		—		19.99%
Peter Berger (19)		11,080,588(3)		19.9%		—		—		19.99%
Robert Aquilina (20)		52,868		*		—		—		*
Mohan Gyani (21)		27,679		*		—		—		*
Laurie Harris (22)		—		—		—		—		—
All current executive officers and directors as a group (16 persons) (23)		17,482,749		34.5%		233,217		100%		33.4%



		Fiscal Year Ended

		2017		2016

		(In thousands)

Audit Fees(1)	$	27,809	$	3,025

Audit Related Fees(2)		3		235

Total Fees	$	27,812	$	3,260