SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. )
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Dear Stockholder:
COVID-19 and our desire to promote the health and welfare of our stockholders.
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Glenn Lurie
President and Chief Executive OfficerSeptember 10, 2018
The use of cameras at the Annual Meeting is prohibited and they will not be allowed into the meeting or any other related areas, except by credentialed media. We realize that many cellular phones have built-in digital cameras, and while these phones may be brought into the venue, the camera function may not be used at any time.
Ronald J. Prague April 21, 2021 TABLE OF CONTENTS Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm 2021. pay” vote in to account when making decisions regarding the compensation of our NEOs. The Compensation Committee of our Board evaluates our executive compensation program each year public accounting firm for our fiscal year ending December 31, JUNE 10, 2021. Synchronoss is committed to excellent corporate governance, which we believe helps us Each year, as part of our assessment of director independence, our Nominating/Corporate Governance Committee and our full Board conduct a review of the financial and other relationships between each director, 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 Stockholders may communicate with our management and independent directors by sending a letter to Synchronoss Technologies, Inc., 200 Crossing Boulevard, 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 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: During 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. Name* Stephen G. Waldis Glenn Lurie William J. Cadogan Thomas J. Hopkins James M. McCormick Donnie M. Moore Total meetings in year 2017 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: Compensation Committee Our Compensation Committee is comprised of the following four directors: William J. Cadogan (Chair), Waldis also attends Compensation Committee meetings in 2020. law and/or Nasdaq listing standards. Our Compensation Committee has retained Deloitte Consulting LLP Compensation Committee Interlocks and Insider Participation During the year ended December 31, The current members of our Nominating/Corporate Governance Committee are: Frank Baker, Peter Berger, William J. Cadogan (Chair) and Thomas J. Hopkins. Business Development Committee The current members of our Business Development Committee are: Rule 5605(a)(2) of the Nasdaq listing standards). Our Business Development Committee did not meet in Director Compensation This section provides information regarding the cash & equity compensation policies compensation awarded to, earned by, or paid to each person who served as a non-employee director during Name* William J. Cadogan Thomas Hopkins James McCormick Donnie M. Moore 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 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: equity awards, Provide base salary based on our Compensation 2020, our CEO assessed the performance of our NEOs (other than himself), consulted with other members of management, including 2020 exceeded $45,000,000. Due to the economic uncertainty created by the global COVID-19 pandemic, our Company focused on our cash balance in a manner that would ensure our Company is positioned to remain financially secure and viable throughout 2020, and to accelerate growth in 2021 and beyond. As a result, in April 2020, our Compensation Committee established an additional incentive for each NEO (other than Mr. Hill) to receive up to an additional 30% of his annual cash compensation bonus target based on the following: Compensation Consultant Peer Group term incentives 2020, Mr. Hill added certain commercial responsibilities and as a result his base salary was increased to $350,000. The table below sets forth each of our Name Glenn Lurie(1) Stephen G. Waldis(2) Lawrence Irving(3) Robert E. Garcia(4) Christopher S. Putnam Daniel Rizer on its review of these factors, in March 2019. discretionary individual performance component. In addition, each NEO (other than Mr. Hill) had the opportunity to earn up to 30% of his annual bonus target if our Company’s cash balance achieved certain levels. Our Compensation Committee established (i) In calculating both Corporate Component Non-GAAP Revenue 25% $757,000,000 $827,000,000 $896,000,000 Non-GAAP EBITDA Non-GAAP Recurring Revenue Free Cash Flow Name Stephen G. Waldis Lawrence Irving Robert E. Garcia Christopher S. Putnam Daniel Rizer Performance-Based Restricted Cash Units In Period Name Stephen G. Waldis Robert E. Garcia Christopher S. Putnam Daniel Rizer In February Corporate Component Non-GAAP Revenue $607,000,000 $661,000,000 $718,000,000 60% Non-GAAP EBITDA as % of Revenue Non-GAAP Cloud Revenue Corporate Component Adjusted Non-GAAP Revenue Adjusted Non-GAAP EBITDA Non-GAAP Cloud Revenue Name Stephen G. Waldis Robert E. Garcia Daniel Rizer Christopher Putnam In cash units. Our Name Stephen G. Waldis Robert E. Garcia Christopher S. Putnam Daniel Rizer 2019-2021 Performance-Based Restricted Cash Units Corporate Component Non-GAAP Revenue $667,000,000 $696,000,000 $725,000,000 60% Non-GAAP EBITDA as % of Revenue Enterprise Business Revenue (% of total revenue) In Corporate Component Adjusted Non-GAAP Revenue Adjusted Non-GAAP EBITDA Enterprise Business Revenue (% of total revenue) As a result, our NEOs earned Name Stephen G. Waldis Robert E. Garcia Daniel Rizer Christopher Putnam Corporate Component Non-GAAP Revenue $781,000,000 $827,000,000 $872,000,000 40% Non-GAAP EBITDA Recurring Revenue Corporate Component Adjusted Non-GAAP Revenue Adjusted Non-GAAP EBITDA Recurring Revenue Name Stephen G. Waldis Robert E. Garcia Christopher S. Putnam Daniel Rizer In Name Stephen G. Waldis Robert E. Garcia Lawrence Irving Christopher S. Putnam Daniel Rizer In Corporate Component Non-GAAP Revenue $781,000,000 $827,000,000 $872,000,000 40% Non-GAAP EBITDA Recurring Revenue* Corporate Component Adjusted Non-GAAP Revenue Adjusted Non-GAAP EBITDA Recurring Revenue As a result, our NEOs earned 43.3% of the Participant Robert Garcia Lawrence Irving Christopher Putnam Daniel Rizer Other Benefits and Perquisites of our CEO, three times that 2020. 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: Name and Principal Position Glenn Lurie Chief Executive Officer Ron Hovsepian Former Chief Executive Officer Stephen G. Waldis Former Chief Executive Officer and Executive Chairman Lawrence Irving Chief Financial Officer John W. Frederick Former Chief Financial Officer Karen L. Rosenberger Former Chief Financial Officer Robert E. Garcia Chief Commercial Officer Christopher S. Putnam President, GM Americas Daniel Rizer Chief Strategy Officer Name(a) Glenn Lurie Stephen G. Waldis Ron Hovsepian Lawrence Irving John W. Frederick Karen Rosenberger Robert E. Garcia Christopher Putnam Daniel Rizer 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 Option Awards Name Glenn Lurie Stephen G. Waldis Ron Hovsepian Lawrence Irving John W. Frederick Karen L. Rosenberger Robert E. Garcia Christopher Putnam Option Awards Name Daniel Rizer Stephen G. Waldis Robert Garcia Christopher Putnam Daniel Rizer Lawrence Irving Robert Garcia Christopher Putnam Daniel Rizer Name Glenn Lurie Stephen G. Waldis Ronald Hovsepian Lawrence Irving Karen Rosenberger John Frederick Robert E. Garcia Christopher S. Putnam Daniel Rizer Pursuant to his employment agreement, Mr. Other Named Executive Officers 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. 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 Lawrence Irving Robert Garcia Christopher Putnam Daniel Rizer Lawrence Irving Robert Garcia Christopher Putnam Daniel Rizer $1,501,757. 1. Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved by security holders (2) Totals April 12, 2021. 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. Name 5% Stockholders Silver Private Holdings I, LLC(1) The Vanguard Group(3) Elk Creek Partners, LLC(4) Directors, Current Executive Officers and Named Executive Officers Glenn Lurie(5) Stephen G. Waldis(6) Lawrence Irving(7) David Clark(8) Robert E. Garcia(9) Christopher Putnam Daniel Rizer Ronald Hovsepian Karen Rosenberger John Frederick James M. McCormick(10) William J. Cadogan(11) Thomas J. Hopkins(12) Donnie M. Moore(13) Kristin S. Rinne(14) Frank Baker(15) Peter Berger(16) Robert Aquilina(17) All current executive officers and directors as a group (20 persons)(18) controlled by its general partner, Siris GP HoldCo III, LLC ownership of the securities held by Silver Holdings except to the extent of his pecuniary interest therein, if any. Pursuant to the PIPE Purchase Agreement, at the closing, Synchronoss paid to Siris $5 million as a reimbursement of Certificate of Designation of the Series A Preferred Stock 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. Investor Rights Agreement 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). evidencing the shares of Series A Preferred Stock or any Common Stock issued upon conversion thereof. providing services under the agreement. Stockholders. Name Stephen G. Waldis Glenn Lurie William J. Cadogan Thomas J. Hopkins James M. McCormick Donnie M. Moore Robert Aquilina Kristin S. Rinne Frank Baker Peter Berger The Board of Directors recommends that stockholders vote“FOR” 2000 Total Fees 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: plan administrator who determines the terms and conditions of options granted under the 2015 Plan, including whether they are incentive stock options (“ instruments evidencing such grants. The following is 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.![[MISSING IMAGE: lg_synchronoss-4c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/lg_synchronoss-4c.jpg)
OF SYNCHRONOSS TECHNOLOGIES, INC.Date: October 24, 2018Time: 11:Notice is hereby given that Synchronoss Technologies, Inc. (the “Company”) will hold its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2021 at 10:00 a.m. Eastern Time via a live interactive audio webcast on the Internet. We elected to use a virtual meeting given the current public health implications of COVID-19 (novel coronavirus) and our desire to promote the health and welfare of our stockholders. You will be able to vote and submit your questions at www.virtualshareholdermeeting.com/SNCR2021 during the meeting. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:Place: Synchronoss Corporate Headquarters 200 Crossing Boulevard, Bridgewater, NJ 08807AGENDA:•threetwo members of the Company'sCompany’s Board of Directors to serve until the 20212024 annual meeting of stockholders of the Company;•Company'sCompany’s independent registered public accounting firm for its fiscal year ending December 31, 2018;2021;••Approval ofApproving an increase into the number of shares issuable under the Company's Employee Stock PurchaseCompany’s 2015 Equity Incentive Plan; and•Record date:You can vote if you were a stockholder of record on August 27, 2018.("(“Notice"”) has been mailed to stockholders of record on or about September 10, 2018.April 21, 2021. The Notice contains instructions on how to access our proxy statement for our 20182021 Annual Meeting of Stockholders (the "“Proxy Statement"”) and our annual report for the year ended December 31, 20172020 on Form 10-K/A10-K (together with the Proxy Statement, the "“proxy materials"”). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address:http://materials.proxyvote.com/87157B.Synchronoss'Synchronoss’ corporate headquarters at the address listed above for the ten-day period prior to the Annual Meeting.![[MISSING IMAGE: sg_ronaldprague-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/sg_ronaldprague-bw.jpg){kind=small}
Chief Legal Officer and Corporate SecretarySeptember 10, 2018October 24, 2018:June 10, 2021. The proxy statement and annual report to stockholders and the means to vote by Internet are available atwww.synchronoss.comwww.synchronoss.com.IN PERSON,VIA THE LIVE WEBCAST, PLEASE FOLLOW THE INTERNET VOTING INSTRUCTIONS ON YOUR PROXY CARD IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.Table of Contents Proxy Summary 1 Executive Officer Stock Ownership Guidelines 43 2021 Proxy Statement Highlights 2 Compensation Committee Report 44 Questions & Answers About this Proxy Material and Voting 4 Summary Compensation Table 45 Corporate Governance at Synchronoss 10 Grants of Plan Based Awards Table 47 Stockholder Communications with our Board of Directors 12 Description of Awards Granted in 2019 49 Board of Directors and Committee Duties 12 Outstanding Equity Awards at Fiscal Year-End Table 50 Board Structure and Committees 12 Option Exercises and Stock Vested 53 Director Compensation 17 Employment Agreements 53 Director Stock Ownership Guidelines 19 Estimated Payments and Benefits 56 Limitation of Liability and Indemnification 19 Report of the Audit Committee 58 Compensation Risk Management Considerations Equity Security Ownership of Certain Beneficial Owners and Management Compensation Discussion and Analysis 22 Related Party Transactions 62 Compensation of Executive Officers 22 Other Matters 67 2020 Compensation Program Highlights Proposal 1 — Election of Directors 2020 Executive Compensation Program
Independent Registered Public
Accounting Firm Principal Elements of Compensation Proposal 3 — Advisory Vote on Executive Compensation Chief Executive Officer Compensation Proposal 4 — Increase to the number of shares issuable under the Company’s 2015 Equity Incentive Plan Pay Mix 31 Stockholder Proposals for the Next Annual Meeting 88 2020 Compensation Decisions 32 No Incorporation by Reference 88 Recoupment and Related Policies Contact for Questions and Assistance with Voting Proxy Summary For More InformationBoard Recommendation For More Information Board Recommendation threetwo directorsPage 78
For Nominees Page 68 ✓ For Nominees Page 85For Page 74 ✓ For Page 87For Page 76 ✓ For Approval additional shares issuable under the Company's Employee Stock PurchaseCompany’s 2015 Equity Incentive Plan Page 8877 ✓
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Internet 
Mail Live at Annual Meeting InternetPhoneMailIn PersonYou may vote by proxy via the Internet atwww.proxyvote.com by following the instructions provided in the Notice or if you requested printed copies of the proxy materials by mail, by following the instructions provided on the proxy card. You may vote by proxy by telephone by following the instructions provided in the Notice or ifthe proxy card, by calling (800) 690-6903. If you requestedreceived printed copies of the proxy materials by mail, by calling the toll free number found on the proxy card.If you requested printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out, signing and dating the proxy card, and returning it in the envelope provided. AttendInstructions on how to attend and vote at the Annual Meeting are described at our Headquarters located at 200 Crossing Blvd., 8th Floor, Bridgewater, NJ 08807.www.virtualshareholder
meeting.com/SNCR2021 ("(“Board"”) for use at the 20182021 Annual Meeting of Stockholders (the "“Annual Meeting"”) to be held via a live interactive audio webcast on the Internet at 200 Crossing Boulevard, Bridgewater, New Jersey, at 11:10:00 a.m. local timeEastern Time on Wednesday, October 24, 2018,Thursday, June 10, 2021, and any postponements or adjournments thereof. Beginning on or about September 10, 2018,April 21, 2021, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the "“Notice"”) containing instructions on how to access our proxy materials. As used in this proxy statement, the terms "“Synchronoss,"” the "“Company," "” “we," "” “us,"” and "“our"” mean of Synchronoss Technologies, Inc. and its subsidiaries unless the context indicates otherwise.Attendance at the Annual Meeting1If you plan to attend the Annual Meeting, you must be a stockholder on the record date. On the day of the meeting, each stockholder will be required to present valid picture identification such as a driver's license. Seating will begin at 10:00 a.m. and the meeting will begin at 11:00 a.m. Use of cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting."Proposals"“Proposals” starting on page 7868 for more information.Matter
Matter Board vote recommendation threetwo directors Ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 20182021 For Advisory vote on Executive Compensation For Approval of an increase on Increase to the number of shares issuable under the Company's Employee Stock PurchaseCompany’s 2015 Equity Incentive Plan For Name Age Director
Since Occupation Independent Stephen Waldis 53 2000 Executive Chairman No William J. Cadogan 72 2005 Retired, Vesbridge Partners Yes Name Age Director
Since Occupation Independent Committee
memberships AC CC NCGC BDC Stephen G. Waldis 51 2000 Executive Chairman of the Company No M Glenn Lurie 52 2017 President & Chief Executive Officer of the Company No M William Cadogan 66 2005 Retired, Vesbridge Partners Yes M C M M ACAudit CommitteeBDCBusiness Development CommitteeCCCompensation CommitteeCChairNCGCNominating/Corporate Governance CommitteeMMemberCommittee'sCommittee’s appointment of Ernst & Young LLP, an independent registered public accounting firm, as our Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 2018.("(“NEOs"”) in 2017,2020, as described in this Proxy Statement. At our 20172020 Annual Meeting of Stockholders, our stockholders showed strong support for our executive compensation with 96.4%approximately 94% of the shares votedvoting in favor of the advisory vote on executive compensation. Although the results of the "say“say on pay"pay” vote are advisory and not binding, our Board and our Compensation Committee value the opinions of our stockholders and take the results of the say“say on payin an effort to ensure it is in line with our stockholders'stockholders’ interests.theprior advisory votevotes including, among other things, designing aadding new updatedmetrics to both our short-term and long-term compensation philosophy, transitioningplans, including non-financial metrics to a three-year business plan for our long-term equityshort-term incentive plan, enhancing our executive stock ownership guidelines and meeting with stockholders as part of our annual stockholder outreach program.amendment toAmendment of the Company's Employee Stock PurchaseCompany’s 2015 Equity Incentive Plananthe amendment and restatement of our 2015 Equity Incentive Plan (the “2015 Plan”) to, among other things, increase the aggregate number of shares authorized for issuance under the 2015 Plan. The purpose of this increase in the number of shares issuableavailable for issuance is to continue to be able to attract, retain and motivate valued executive officers and other employees and certain consultants. Upon stockholder approval, an additional 3,000,000 shares of Common Stock will be reserved for issuance under the Company's Employee Stock Purchase2015 Plan, (the "ESPP"). Ourwhich will enable us to continue to grant equity awards to our officers, employees and consultants at levels determined by our Board believesto be necessary to attract, retain and motivate the ESPP benefitsindividuals who will be critical to our Company’s success in achieving its business objectives and thereby creating greater value for all our stockholders. Furthermore, we believe that equity compensation aligns the Companyinterests of our management and its stockholders by providing Companyother employees with an opportunity through payroll deductions to purchase sharesthe interests of our common stock,other stockholders. Equity awards are a key component of our incentive compensation program which is helpfulwe believe have been critical in attracting and retaining talented employees and motivating valued employees. To provide an adequate reserveofficers, aligning their interests with those of sharesstockholders, and a mechanism to permitfocusing key employees on the Company to continue offering employees a stock purchase opportunity,long-term growth of our Board has adopted the amendment to the ESPP, subject to stockholder approval.Company. QUESTIONS & ANSWERS ABOUT THIS PROXY
MATERIAL & VOTING MATTERS Wednesday, October 24, 2018Thursday, June 10, 2021 at 11:10:00 a.m. local time,Eastern Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth herein. The Notice of Annual Meeting, this Proxy Statement and accompanying form of proxy card are being made available to you on or about September 10, 2018.April 21, 2021. This Proxy Statement includes information that we are required to provide to you under rules promulgated by the U.S. Securities and Exchange Commission (the "“SEC"”) and that is designed to assist you in voting your shares.••10-K/A10-K for the year ended December 31, 2017;2020; and•requested thatreceived the proxy materials be mailed to you.Company'sCompany’s proxy materials are available athttp://materials.proxyvote.com/87157B and atwww.synchronoss.com. Our website("(“Common Stock"”), of which 42,660,09744,174,731 shares were outstanding on the record date, and Series A Convertible Participating Perpetual Preferred Stock (the "“Series A Preferred Stock"”), of which 195,181268,917 shares were outstanding on the record date. Holders of our Common Stock and Series A Preferred Stock are entitled to vote at the Annual Meeting in connection with the matters set forth in this Proxy Statement. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at Synchronoss'Synchronoss’ principal executive offices at 200 Crossing Boulevard, Bridgewater, New Jersey for the ten-day period prior to the Annual Meeting.Q:A:
Shares Registered in Your NameAugust 27, 2018April 12, 2021, your shares were registered in your name with the Company's Company’s in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy on the Internet or via telephone as instructed below or submit your proxy card if you have requested one, to ensure your vote is counted. in person at the Annual Meeting or by one of the following methods:•if you requested printed copies of the proxy materials, by mail, by following the instructions provided in the proxy card.•byvia telephone by following the instructions provided in the Notice or, if you requestedreceived printed copies of the proxy materials by mail, by calling the toll freetoll-free number found on the proxy card.•October 23, 2018.June 9, 2021. The individuals named as proxies will vote your shares in accordance with your instructions.August 27, 2018April 12, 2021, your shares of Common Stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name"“street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you may direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting, provided you have proof of your share ownership (such as a brokerage statement showing that you owned shares as of August 27, 2018) and a form of photo identification. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.Broadridge's Broadridge’s website atwww.proxyvote.com. To vote in person atby Internet during the Annual Meeting, you must obtain a valid proxyyour 16-digit control number from your broker, bank, or other agent. Followfromaccompanying your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agentmaterials. Instructions on how to request a proxy form.participate in the Annual Meeting are also posted online at www.proxyvote.com."“Voting Limitation"”). For further detail, please see the section below entitled "Certain“Certain Related Party Transactions — Siris Capital Group — Certificate of Designation of the Series A Preferred Stock."”••"“For"” the election of each ofStephen G. Waldis and William J.Glenn Lurie and Stephen Waldis as a membermembers of the Company'sCompany’s Board of Directors, "“For"” theCompany'sCompany’s independent registered public accounting firm for its fiscal year ending December 31, 2018, "2021, “For"” the approval of the compensation of the Company'sCompany’s named executive officers and "“For"” the increase inamendment of the number of shares issuable under the Company's Employee Stock PurchaseCompany’s 2015 Equity Incentive Plan. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment."routine"“routine” matters but cannot vote on "non-routine"“non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on any matter other than Proposal 2 with respect to your shares. This is generally referred to as a "broker“broker non-vote."”threefour ways:•October 23, 2018,June 9, 2021, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted.••Company'sCompany’s Secretary at 200 Crossing Boulevard, Bridgewater, New Jersey 08807.•Meeting and vote in person.Meeting. Simply attending the meeting will not, by itself, revoke your previously delivered proxy.September 10, 2018,April 21, 2021, we mailed to our stockholders a "Notice“Notice of Internet Availability of Proxy Materials"Materials” that contains notice of the Annual Meeting and"householding,"“householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, the proxy materials to multiple stockholders who share the same address unless we received contrary instructions from one or more of the stockholders at that address. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Secretary. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding.Q:•nominee(s)two nominees receiving the most "“For"” votes (among votes properly cast in personat the Annual Meeting or by proxy) will be elected. An instruction to "“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. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote with respect to this proposal. Abstentions and "broker non-votes"“broker non-votes” (i.e., shares held by a broker or nominee that are represented at the Annual Meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal, andsuch broker or nominee does not have discretionary voting power) will have no effect on the election of a nominee.•Company'sCompany’s independent registered2018,2021 requires a "“For"” vote from the majority of the outstanding shares that are present in personat the Annual Meeting or represented by proxy and cast affirmatively or"“For"” or "“Against"” this proposal and will have no effect on this proposal. Because this proposal is a 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.•Company'sCompany’s NEOs as described in this Proxy Statement requires a "“For"” vote from the majority of all of the outstanding shares that are present in personat 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"” or "“Against"” this proposal and will have no effect on this proposal. Even though your vote is advisory and therefore will not be binding on the Company, our Compensation Committee will review the voting results and take them into consideration when making future executive compensation decisions.•increase inamendment of the number of shares issuable under the Company's Employee Stock PurchaseCompany’s 2015 Equity Incentive Plan requires a "“For"” vote from the majority of the outstanding shares that are present in person or represented by proxy and cast affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted "“For"” or "“Against"” this proposal and will have no effect on this proposal. Because this proposal is a non-routine matter, broker non-votes are expected to exist in connection with this proposal.Company'sCompany’s outstanding shares is represented by stockholders present at the Annual Meeting in person or by proxy. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement.Q.A.
STOCKHOLDER MEETING TO BE HELD ON OCTOBER 24, 2018.
http://materials.proxyvote.com/87157B. Corporate Governance at Synchronoss CORPORATE GOVERNANCE GUIDELINES to sustain our success and build long-term value for our stockholders. Our Board has adopted Corporate Governance Guidelines (the "“Guidelines"”) that set forth the framework within which our Board can effectively function and govern our affairs. The Guidelines address, among other things, the composition and responsibilities of our Board, director independence, management succession planning and evaluation, access to information, executive sessions, communication with stockholders, target ownership by, and remuneration of, our directors, Board committees and selection of new directors. We have also adopted a Workplace Code of Ethics and Business Conduct (the "“Code"”) that applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer, or those serving similar functions) and directors. The Guidelines and Code are available on the Investor Relations section of our website atwww.synchronoss.com.Board'sBoard’s judgment or in the best interests of our stockholders. If we makeour Board makes any substantive amendments to the Guidelines or the Code, we will promptly disclose the nature of the amendment or waiver on our website to the extent required by applicable law or regulations.BOARD LEADERSHIP STRUCTUREBoard Leadership Structure("(“CEO"”) and Chairman of the Board in any way that is in the best interests of our Company based on the circumstances existing at a particular point in time. Our Board believes that it should periodically assess who should serve these roles and whether the offices should be served independently or jointly, and that our Board should not be restricted by any strict policy directive when making these decisions. In addition, our Board continually evaluates its leadership structure to ensure that the Board is structured to address the best interests of our Company and our stockholders as they evolve over time.Currently and effective as of Mr. Lurie's appointment in November 2017, ourLurieMiller serve as our CEO and a member of our Board. As CEO, Mr. LurieMiller is the individual with primary responsibility for managing our day-to-day operations, setting our overall business strategy, and ensuring the successful growth of our business. Mr. Waldis'Waldis’ in-depth experience as our founder and long-time CEO and Chairman of the Board position him well to serve now as our Executive Chairman of the Board, where he will remain on our Board, managing our funnel for sales of new communication and media products, assisting on certain sales and business development activities, and providing other consultative support to the CEO, upon his request.TableIndependence of Contentsour Board of DirectorsINDEPENDENCE OF OUR BOARD OF DIRECTORStheThe 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,Jeffrey Miller, 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"Risk Factors"“Risk Factors” in our Annual Report on Form 10-K/A10-K for the fiscal year ended December 31, 20172020 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'sBoard’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.Board'sBoard’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.BOARD SELF-EVALUATIONBoard Self-EvaluationBoard'sBoard’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'sBoard’s effectiveness and, if necessary, develop action plans.STOCKHOLDER COMMUNICATIONS WITH OUR BOARD OF DIRECTORSBOARD OF DIRECTORS AND COMMITTEE DUTIES•••management'smanagement’s succession planning for other executive officers; and•BOARD STRUCTURE AND COMMITTEES2017,2020, our Board met 3121 times and acted once by unanimous written consent. Each director who was a director in 2017 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.member. Each of our directors who was a director in May 2017 attended our 20172020 Annual Meeting of Stockholders. Our Board has established an Audit Committee, a Compensation Committee,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 providesshows the current membership chairof our Board and its committees, and the number of meetings information for each ofheld by our Board and its committees during 2017: Audit
CommitteeCompensation
CommitteeNominating/Corporate
Governance
CommitteeBusiness
Development
Committee M M M C M M M M C M C C M 39 13 1 0 Name Audit
Committee Compensation
Committee Nominating/Corporate
Governance
Committee Business
Development
Committee Stephen G. Waldis* M William J. Cadogan C C M Jeffrey Miller 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 2020 9 7 1 0 *Messrs. Baker and Berger are excluded from this table as they joined 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. ana non-voting observer. Mr. Aquilina isWaldis also excluded from this tableattends meetings of our Compensation Committee 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 non-voting observer.AUDIT COMMITTEE•management'smanagement’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;•••••reviews with senior members of our management our policies and practices regarding risk assessment and risk management;•••management'smanagement’s response to their recommendations.William J. CadoganKristin S. Rinne and Donnie M. MooreLaurie Harris (Chair). Effective March 2018, Mr. Berger also attends Audit Committee meetings in a non-voting observer capacity. Our Audit Committee met 39nine times during 2017.2020. 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. MooreMr. Hopkins and Thomas J. HopkinsMs. 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. MooreHopkins or Mr. HopkinsMs. 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.COMPENSATION COMMITTEEJames 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 theMarch 2018 and therefore wasa non-voting observer capacity but does not involvedparticipate in any 2017 compensation decisions. In addition, eachdiscussions 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 13seven times during 2017.2020. Our Compensation Committee is charged by our Board to:•••CEO'sCEO’s performance and determine his salary and incentive compensation;••••••Committee'sCommittee’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.1412 times in 2017.("(“Deloitte"”) as its compensation consultant. In 2017,2020, 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'sfirm’s retention as our Compensation Committee'sCommittee’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 PARTICIPATION2017,2020, 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 20172020 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. Messrs. Baker and Berger joined the Nominating/Corporate Governance Committee in February 2018. Our Nominating/Corporate Governance Committee met once in 2017.2020. 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:•••Board'sBoard’s biennial self-assessment process and works with our Board to implement improvements in their effectiveness;•••"“Stockholder Proposals for the Next Annual Meeting."”candidate'scandidate’s independence, personal and professional integrity, financial literacy or other professional orstockholders'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 hasAlthough we have not adopted a formal policy, regarding the considerationour Nominating/Corporate Governance Committee is committed to considering a diverse slate of diversitycandidates in identifying director nominees or in searching for new directors.BUSINESS DEVELOPMENT COMMITTEEWilliam J. Cadogan, Thomas J. Hopkins (Chair), Glenn Lurie,William J. Cadogan, 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.Mr. Waldis and Lurie are independent (as independence is currently defined in2017.2020. 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.DIRECTOR COMPENSATIONforprovided to our non-employee directors and cash amounts paid or equity granted to these directors in 2017. Any director2020.alsonot an employee of our Company does not receive any additionalis entitled to the following compensation for service as a director. For 2017,pursuant to our non-employee director compensation program consisted of: Compensable Position / Event Compensation Compensable Position / EventCompensation Initial Equity Grant Non-qualified stock option to purchase 30,000 shares(1) Annual Cash Retainer Annual Cash Retainer$50,000 Annual Equity Grant
Committee Chairperson Retainer $20,000 (Audit)$15,000 (Compensation)$10,000 (Nominating/Corporate Governance)$10,000 (Business Development) Committee Member Retainer (Audit)$7,500 (Compensation)$5,000 (Nominating/Corporate Governance)5,00010,000 (Business Development)
Committee Member Retainer each year overin three years fromequal installments on the anniversary date of the grant date.determines a fixed monetary value of equity awards to be granted toreviews the amounts awarded under our non-employee directorsdirector compensation program based on their analysis of the competitive range of the equity granted to directors at our peer group companies and other publicly-availablepublicly available information. The actual number of restricted shares and shares underlying stock options is determined based on the grant date fair value of the equity awards. The stock options have an exercise price equal to the closing price reported on Nasdaq of our Common Stock on the grant date. The annual retainer fees are paid to our directors quarterly at the beginning of each quarter. In addition, we currently have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at our Board and Committee meetings.all of the2017. Name* Fees Earned or
Paid in Cash
($) All Other
Compensation
Awards(1)
($)
Awards(2)
($) Total
($) Stephen G. Waldis $ 300,000 $ 7,634(3) $ 143,998 $ 95,996 $ 557,628 William J. Cadogan $ 80,000 -0- $ 95,997 $ 63,998 $ 239,995 Mohan Gyani $ 62,500 -0- $ 95,997 $ 63,998 $ 222,495 Laurie Harris $ 70,000 -0- $ 95,997 $ 63,998 $ 229,995 Thomas J. Hopkins $ 82,500 -0- $ 95,997 $ 63,998 $ 242,495 Kristin S. Rinne $ 65,000 -0- $ 95,997 $ 63,998 $ 224,995 Robert Aquilina $ 50,000 -0- $ 95,997 $ 63,998 $ 209,995 Peter Berger(4) $ 62,500 -0- $ 95,997 $ 63,998 $ 222,495 Frank Baker(4) $ 60,000 -0- $ 95,997 $ 63,998 $ 219,995 Fees Earned or
Paid in Cash
($)Stock Awards
($)(1)Option
Awards
($)(2)Total
($) 85,000 119,998 80,004 285,002 77,500 119,998 80,004 277,502 64,610 119,998 80,004 264,612 75,000 119,998 80,004 275,002 (1)10-K/A10-K for the year ended December 31, 20172020 for a discussion of our assumptions in estimating the fair value of our stock awards.(2)32 to the financial statements included in our Annual Report on Form 10-K/A10-K for the year ended December 31, 20172020 for a discussion of our assumptions in estimating the fair value of our stock option awards.*are excluded from this table 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.assigned their compensation to Siris Capital Group.
18DIRECTOR STOCK OWNERSHIP GUIDELINES2017,2020, each of our then serving directors, directly or indirectly through Siris Capital Group for Messrs. Baker and Berger, 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 INDEMNIFICATIONdirectors'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 providesdirector'sdirector’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'sdirector’s duty of loyalty to us or our stockholders;••
19RISK MANAGEMENT CONSIDERATIONS 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 FinancialPerformanceMeasuresThe 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 GuidelinesNEOs 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. Recoupment and Related Policies Financial Restatement, Recoupment and Related PoliciesAs 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. Name Age Current Positions Jeffrey Miller 57 President, Chief Executive Officer and Director David Clark 56 Chief Financial Officer Christopher Hill 50 Executive Vice President, Products and Sales Ronald J. Prague 57 Chief Legal Officer and Secretary Patrick J. Doran 48 Chief Technology Officer "NEOs"“NEOs”) for the fiscal year ended December 31, 2017 and constitutes2020. The table below sets forth our NEOs for 2017: Named Executive Officer Named Executive OfficerTitle as of December 31, 20172020 Glenn Lurie(1)Chief Executive Officer, President and Director Jeffrey Miller(1) Stephen G. Waldis(1)Executive Chairman, Former Chief Executive Officer and Founder President Ronald Hovsepian(1)Former Chief Executive Officer Lawrence Irving(2)Chief Financial Officer John Frederick(2)Former Chief Financial Officer David Clark Karen Rosenberger(2)Former Chief Financial Officer Robert E. GarciaChief Commercial Officer Christopher S. Putnam(3)Former President and General Manager, Americas Daniel Rizer(4)Former Chief Strategy Officer Patrick Doran Chief Technology Officer Christopher Hill Executive Vice President, Product and Sales Ronald Prague Chief Legal Officer Glenn Lurie (2) Former Chief Executive Officer and President and Former Director Mary Clark (3) Former Chief Product Officer and Chief Marketing Officer 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 ofMr. Miller was appointed as our Company. Upon the closing of the Intralinks Transaction, we appointed Ronald W. Hovsepian as Synchronoss'President, Chief Executive Officer and a member of our Board. In addition, on January 19, 2017, Stephen G. Waldis resigned from his positionDirector in March 2021, after serving as interim President and Chief Executive Officer of our Company and was appointed our Executive Chairman of the Board.since September 2020. Prior to September 2020, Mr. HovsepianMiller served as Chief Commercial Officer.Chief Executive Officer on April 27, 2017,President 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 resigneda Director 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, 2018September 18, 2020, and is no longer employed by our Company.(4)Mr. Rizer resignedStrategyProduct Officer and Chief Marketing Officer, effective March 31, 2018,as of May 1, 2020, and is no longer employed by our Company.executives'executives’ interests with those of our stockholders over the long term. To provide for this alignment of interests, our compensation programs provide that 75%over 70% of our CEO'sCEO’s (based on Mr. Lurie’s compensation) and 69%an average of approximately 59% of our NEOs'NEOs’ targeted compensation is tied to long-term, equity-based incentives.incentives1. By tying a majority of our NEOs'NEOs’ targeted compensation to equity-based incentives, our NEOs needcommon 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. Moreover, 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. In an effort toshares or cash units. To further provide for performance-basedapproximately 66%100% of the total 20172020 equity grants to each of our NEOs, other than our CEO, are either options to purchase our common stock or restricted stockcash 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 shareholdermaximizing stockholder value, as the majority of each NEO'sNEO’s compensation is allocated to performance-based incentives.In 2017, we experienced changes inbusiness strategy, various management changes,President 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,Chief Executive Officer 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 priceDirector of our common stock. Both Mr. Waldis, whoCompany. Jeffrey Miller 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,appointed as our new CEO, replacing Stephen Waldis whoPresident, Chief Executive Officer and a Director in March 2021, after serving as interim President and Chief Executive Officer since September 2020.our interim CEO after Ronald Hovsepian left the Company. At the timeterminated without cause, effective as of hiring, Mr. Lurie had several alternative career opportunities based on the competitive landscape and his unique skill set and, asMay 1, 2020. In connection with her departure, we entered into 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 optionsseparation agreement 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.Ms. Clark. See Management Changes-Named Executive Officer Separation Agreement.shareholderstockholder 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 forPerformance••Equityin the case of performance-based stock awards, the achievement of pre-determined, objective financial and business goals. Emphasis on
Variable
Compensation
•goals.•Stock optionsstrategic, and time-based and performance-based restricted shares incentivizeindividual goals. 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 FixedCompensationComponent •Committee'sCommittee’s general understanding of current competitive compensation practices, corporate achievement, our NEO'sNEO’s role and responsibilities, length of tenure, internal pay equity, and individual and Company performance. At-Risk Compensation At-Risk CompensationA 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 MetricsEstablish and approve difficult to achieve objectiveObjective 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 PlanThe 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 VestingEquity awards subject to time-based vesting vest incrementallyratably 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 HedgingProhibition of hedging exposure of, or interest in, our Common Stock. No Pledging Prohibition of pledging our Common Stock. Recoupment and
Related Policies Investigation of 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. programs for allof our employees,NEOs and certain other executive officers, with an enhanced focus on the individual compensation of our NEOs. For 2017,theour 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.NEOs'NEOs’ Annual Cash Incentive Bonuses in 2017,2020 (other than Mr. Hill), our Compensation Committee approved the following metrics:25%35% based on non-GAAP revenue of our Company for 2017;2020;•30%35% based on non-GAAP EBITDA for 2017;2020;•25% based on non-GAAP recurring revenue for 2017; and•freethe 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 2020; andflowcompensation bonus target if our non-GAAP EBITDA for 2017. Cash Balance Payout Less than $30,000,000 No payout $30,000,000 to $31,999,000 21% $32,000,000 to $33,999,000 22% $34,000,000 to $35,999,000 23% $36,000,000 to $37,999,000 24% $38,000,000 to $39,999,000 25% $40,000,000 or greater 30% Cash Balance Payout Less than $36,000,000 No payout $36,000,000 to $37,999,000 1% $38,000,000 to $39,999,000 3% $40,000,000 to $41,999,000 5% $42,000,000 or greater Committee Discretion non-GAAP revenue, non-GAAP EBITDA, non-GAAP recurring revenuecash balance and free cash flowentering 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, we believe several of these metrics are the key metrics many of our stockholders use in their valuationevaluation 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 cash incentive bonus goals for NEOs are aligned with our stockholder'sstockholders’ perspective on our Company'sCompany’s ability to grow and succeed in the short- and long-term. ForPutnam, due to his role as President, General Manager of Americas, 40% of his 2017 Annual Cash Incentive BonusHill was to benot a NEO at the time our Compensation Committee approved the executive compensation plan, he was not included in the executive plan but instead had an individual compensation plan, based on three components:above Company objectives, and 20%same metrics as the executive plan except: (a) 35% based on each of the non-GAAPour Company’s 2020 revenue, (b) 25% based on our Company’s 2020 non-GAAP EBITDA, (c) 15% based on new customer deals and recurring(d) 25% based on Mr. Hill’s individual performance;the Company's Americas operations other than the Enterprise Business Unit ("our agreement with Verizon; andEBU1")∕2% based on our Company’s 2020 contribution margin, which he does not support.was defined as (x) our Company’s 2020 revenue (adjusted as provided in (ii) above) less (y) cost of goods sold, depreciation and amortization and software capitalization.Ourandand/or performance-based restricted cash units or shares to our NEOs as the long-term incentive compensation component of their compensation, targeting ancompensation. The annual mix of one-third for each of these types of equity awards (based on grant date fair value). Theand number, if any, of stock options, target number of performance-based restricted cash units or shares and number of time-based vesting restricted shares granted to our NEOs isare based on our Compensation Committee'sCommittee’s general understanding of competitive pay practices for equivalent positions in our CEO'speer group, as well as published survey data for comparable roles at companies of a similar financial size in the same industry, our CEO’s recommendations (except for his own)own equity grants) and other factors it deemed2015-2017 Performance Shares In 2020, our Compensation Committee granted only vesting stock options and performance-based restricted cash units to our NEOs except that Mr. Hill, who was not a NEO at the time our Compensation Committee approved equity grants, received only stock options.2015-20172020 long-term equity incentive plan was originally designed to reward financial and strategic performance during a three-year period from 20152020 through 2017,2022, and the restricted sharescash units granted under the long-term incentive plan (the "“2015-20172020-2022 Performance SharesUnits"”) were originally to beare earned and vest, based on achievement of pre-determined performance criteria during that period.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 compensationsubject 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 SharesOur 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 theour Company through February 20192023 in order to vest in the shares.cash units. Our Compensation Committee approved the following revised performance metrics for the 2016-20182020-2022 Performance Shares:Units:For 2016, the Committee kept the metrics the same percentage as originally approved:60%One-third are earned based on the non-GAAP revenue in the three-year period of our Company in 2016;2020 to 2022;•30%as a percentagein the three-year period of non-GAAP revenue of our Company in 2016;2020 to 2022; and•10%One-third are earned based on the EBU non-GAAP revenue.For 2017 and 2018,total shareholder return of the Committee revised the percentages as follows:•40%Company’s common stock on NASDAQ in 2020-2022 compared to those companies that are earned basedlisted on the non-GAAP revenueRussell 2000 index (“TSR”).our Company in 20172020-2022 Performance Units granted to each NEO, 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.2017-2019 Performance SharesOur 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, approvedin consultation with Deloitte, its compensation consultant, agreed that each NEO would receive only 80% of 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. The NEOs were required to remain employedlong-term incentive targeted value initially proposed by our Company through March 2019 and management. in order to vest in the shares:•40% are earned based on non-GAAP revenue of our Company for the year ended December 31, 2017;•40% are earned based on non-GAAP EBITDA 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 Say on Pay Vote20172020 Annual Meeting of Stockholders, approximately 96%94% 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 2017,2020, met with several of our largest stockholders and solicited their feedback on our executive compensation policies. We continued an 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 evaluateevaluates 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 aadding new updated compensation philosophy, adding different performance metrics forto 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 guidelinesplan and meeting with stockholders as part of our annual stockholder outreach program.Committee'sCommittee’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").2017assisting in benchmarking our 2020 executive compensation decisions: Blackbaud, Inc.Guidewire Software Inc.NeuStar, Inc.Bottomline Technologies, Inc.Interactive Intelligence Group, Inc.Pegasystems, Inc. BroadSoft, Inc.J2 Global, Inc.Progress Software Corp.CommVault Systems, Inc.LogMeIn, Inc.Proofpoint Inc. Cornerstone OnDemand Inc.Medidata Solutions, Inc.The Ultimate Software GroupFleetmatics Group PLCMicroStrategy, Inc.Infoblox, Inc. 8x8 Inc. Medallia, Inc. Q2 Holdings, Inc. Alarm.com Holdings, Inc. Mimecast Limited QAD, Inc. Bottomline Technologies, Inc. Model N RingCentral Inc. Box, Inc. PegaSystems, Inc. (not for CEO Comp) Upland Software CommVault Systems, Inc. Progress Software Corporation Workive, Inc. Cornerstone OnDemand, Inc. Proofpoint, Inc. Zendesk, Inc. Manhattan Associates, Inc. PROS Holding, Inc. Zoom Video Communications Our peer group was updated in October 2016 to reflect the acquisition of SolarWInds, Inc. in the same year. added Broadsoft,reviewed the companies in our 2019 peer group in early 2020 in connection with its determination of the companies in our peer group for 2020 executive compensation decisions and, in consultation with Deloitte, eliminated Carbonite, Inc., Infoblox,FireEye, Inc., Hubspot, Inc., Imperva, Inc., MicroStrategy, Inc., Shutterstock, Inc. and Proofpoint,Yext, Inc. because they were acquired or it was concluded they were no longer a match with the Company’s line of business and on-going strategy. To replace these companies, our Compensation Committee added Alarm.com Holdings, Inc., Medallia, Inc., Mimecast Limited, Model N, PROS Holding, Inc., Q2 Holdings, Inc., Upland Software, Workiva, Inc. and Zoom Video Communications as companies in our peer group companiesand PegaSystems as a peer company other than our chief executive officer compensation, based on the similarities of theirthe business offerings, financial profile, market capitalization and profitability of these companies with those of our Company. As a result of these changes, we believe the peer group utilized for purposes of 20172020 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 growcompanies or companies that operate in the same space as a company, competitiveour Company. Competitive market practices becomeare an increasingly important factor in our Compensation Committee'sCommittee’s decision-making process, although the Committee'sits 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 and other survey data to obtain a general understanding of current competitive compensation practices. Additionally, by reviewing the peer group and survey compensation data allowsenables 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 whileand conserving cash and equity.equitylong-term incentive awards and severance, and change in control benefits. For base salary, annual cash bonuses and equitylong-term incentive awards for our executive officers, our Company'sCompany’s compensation philosophy generally is to evaluate individual experience and contribution, as well as corporate performance, and then factor inconsider 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 withuse 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 oursets forthdescribes the primary compensation elements used by our Company and the objectives of each element: Base Salary Base Salary 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 ••Committee'sCommittee’s understanding of current competitive pay practices, promotions, our CEO'sCEO’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: •executivesNEOs other than himself for the following calendar year. •• ••NEOs. •Our Compensation CommitteeNEOs and reports base salary determinationsthe salaries to our full Board. Annual Cash
Incentive Bonus Annual CashObjective: Incentive BonusAnnual 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-determinedpre-established corporate and/or business goals and individual performance.•NEO'sNEO’s employment agreement provisions, our CEO'sCEO’s recommendation (except for his own target), internal pay equity, our Compensation Committee'sCommittee’s general understanding of current competitive pay practices and other factors it deems appropriate. 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.Process:•Board'sBoard’s review of our annual operating plan atin the beginning of the year.fiscalcalendar year, our management presents the Company'sour Company’s financial results to our Board.NEO'sNEO’s bonus award. Long-Term Incentive Awards Equity AwardsObjectives: Our Compensation Committee structures equitylong-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. EquityLong-term incentive awards include stock options and time-based and performance-based restricted cash units or shares. •sharescash units to our NEOs with the grant date fair value based on our Compensation Committee'sCommittee’s general understanding of current competitive pay practices, our CEO'sCEO’s recommendation (except for his own awards), recommendationsinput from our compensation consultant, internal pay equity, evaluation of each NEO'sNEO’s performance, and other factors our Compensation Committee deems appropriate. ••Long-termare allocated as follows,among stock options, time-based vesting restricted shares and performance-based restricted 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. ••share awardcash unit has a target number of sharescash 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 sharescash units will be earned upon the completion of the specific performance period if the relevant performance criteriaobjectives are achieved and typically vest based on continued service after a three-year period. At the time that each performance-based restricted 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 multiplied by the number of cash units that vested or (ii) issue one share of our Common Stock for each performance-based restricted cash unit. Process: •valuesvalue of awards for executives other than himself. •• ••shares underlying stock options and the target number of time-based restricted shares and performance-based restricted sharescash units granted to our NEOs. •• •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 Severance andObjectives:Change inControlBenefitsSeverance and change in control benefits are included in each NEO'sNEO’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'sNEO’s interests appropriately with those of our stockholders in these scenarios.•NEO'sNEO’s employment by our Company without cause or by the executiveour NEO for good reason. ExecutivesNEOs are entitled to enhanced benefits if the qualifying termination occurs during a specified period following a change in control (i.e., double-trigger).exciseany tax gross-ups. During 2017, there were several changes in our executive management team. connection with the Intralinks Transaction, Mr. Waldis stepped downSeptember 2020, Glenn Lurie resigned as our President and CEO. Effective September 2020, Jeffrey Miller, our Chief ExecutiveCommercial Officer on January 19, 2017at the time, was elected our interim President and CEO, replacing Mr. Lurie. Upon his election as interim President and CEO, Mr. Miller’s base salary was appointed Executive Chairman of our Board andincreased from $388,500 to $500,000. Mr. HovsepianMiller received no additional equity in 2020 other than the equity he received as Chief Commercial Officer. Effective March 2021, Mr. Miller 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 OfficerPresident and served in that role until November 13, 2017. On November 13, 2017, Mr. 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 the time of hiring he 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 at our peer group companies, including a one-time grant of 1,000,000 stock options. 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 our Company's future.CEO.short-termshort- and long-term performance. As shown below, 75%CEO'sformer CEO’s targeted compensation and 69%an average of approximately 59% of the average targeted compensation of our other NEOs for 20172020 was tied to long-term equity-based incentives.
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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 revenue and free cash flow, fourour entering into strategic agreements, metrics that our Compensation Committee believes appropriately valuesvalue 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 valuationevaluation of our Company. As a result, our NEOs are focused on growing non-GAAP revenue, non-GAAP EBITDA, non-GAAP recurring revenuetotal shareholder return and free cash flow,entering into strategic agreements, which we believe is aligned with our stockholders'stockholders’ perspective on our Company'sCompany’s ability to grow and succeed on the short- and long-term.salarysalaries 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. Basedthis review, the Compensation CommitteeMr. Miller’s base salary prior to his promotion to Chief Executive Officer and not including Mr. Hill who did not approve any costreceive a NEO equity grant.livingMessrs. Clark, Doran or other increasesPrague received an increase in his base salary. To assist our Company in managing its cash flow as a result of the COVID-19 pandemic, in May 2020, each of Messrs. Clark, Doran and Prague voluntarily agreed to a 15% reduction in his base salary for the remainder of 2020. Upon becoming our interim Chief Executive Officer and President, Mr. Miller’s base salaries of any of our named executive officers aftersalary was increased from $388,500 to $500,000. Prior to Mr. Miller’s promotion, Mr. Miller had also voluntarily agreed to a 15% reduction in his base salary. In March 2020, Mr. Hill was promoted to Executive Vice President, Products and his base salary was increased from $309,000 to $325,000. In December 31, 2017.NEOs' 2017NEOs’ 2020 base salary compared to his respective 2016as of December 31, 2020 and, for Messrs. Clark, Doran and Prague, their base salary: Name Base Salary
As of December 31, 2020 2020 Base Salary
after 15% Reduction Jeffrey Miller $ 500,000 N/A David Clark $ 390,775 $ 332,159 Christopher Hill $ 350,000 N/A Patrick Doran $ 357,410 $ 303,798 Ronald Prague $ 350,200 $ 297,670 Glenn Lurie N/A* $ 618,000* Mary Clark N/A** N/A** 2016
Base Salary 2017
Base Salary N/A $750,000 $608,900 $625,000 N/A $425,000 $450,000 $475,000 $340,000 $340,000 $420,000 $420,000 (1) 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, 2017President 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 employment terminated on October 18, 2020 in accordance with the terms of his employment agreement. His base salary in effect at the time his employment terminated was increased to $625,000. On November 13, 2017, Mr. Waldis stepped down as Chief Executive Officer, and$772,500. In May 2020, 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 reducedhad agreed 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% increasea 20% reduction in his base salary to keep him$618,000.approximate 50th percentile of individuals at our peer group companies in similar positions.time her employment was terminated was $360,500.2017NEO'sNEO’s individual target cash incentive amount (expressed as a percentage of base salary) based on its general understanding of competitive pay practices, our CEO'sCEO’s recommendation (except with respect to his own target), its consultation with our compensation consultant, and other factors it deems appropriate. Based2017,2020, 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 2016.20172020 were as follows:Name Target IncentiveBonus PercentageMaximumBonus Percentage Stephen G. Waldis 110% of base salary192.5% of base salary Name Target Incentive
Bonus Percentage Maximum
Bonus Percentage Lawrence Irving80% of base salary140% of base salary Jeffrey Miller Robert E. Garcia80%100% of base salary 140% of base salary 175% of base salary Christopher S. Putnam David Clark 110% 70% of base salary 192.5%122.5% of base salary Christopher Hill Daniel Rizer80%100% of base salary 140%175% of base salary Patrick Doran 70% of base salary 122.5% of base salary Ronald Prague 60% of base salary 105% of base salary Glenn Lurie* 120% of base salary 210% of base salary Mary Clark* 100% of base salary 175% of base salary becameand Ms. Clark were not employed by our CEOCompany on November 13, 2017, heDecember 31, 2020, neither of them received any cash incentive bonus in 2020.not eligible fordetermined as follows: (i) 90% based on certain corporate objectives; and (ii) 10% based on a 2017 Cash Incentive Bonus.2017 Objectivesnon-GAAP revenue, (ii) non-GAAP EBITDA and (iii) recurring revenuethe number of new deals with a contribution margin of 30% and (iv) free cash flowa minimum TCV of $1 million as the corporate components of our 20172020 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 shareholdersstockholders 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. 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."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'sNEOs receiving up to 175% of the target amount attributed to that component. Corporate Component Weighting Threshold
50% payout 100% payout Maximum
175% payout Revenue 35% $309,000,000 $332,000,000 $355,000,000 Non-GAAP EBITDA 35% $17,000,000 $30,000,000 $43,000,000 Number of new deals with contribution margin of greater than 30% and minimum TCV of $1million 20% 8 12 16 Individual Component 10% N/A N/A N/A Cash Balance 30% N/A N/A N/A Component Weighting Achievement Bonus
Rate Payout Bonus Payout Revenue 35% $ 291,700,000 0% 0% Non-GAAP EBITDA 35% $ 27,400,000 90% 31.5% Number of new deals with contribution margin of 30% and minimum TCV of $1 million 20% 11 87.5% 17.5% Individual Component 10% —% —% —% Cash Balance 30% $ 46,500,000 N/A% 30% 2017 cash incentivecorporate component. Corporate Component Weighting Threshold
50% payout 100% payout Maximum
175% payout Revenue 371∕2% $ 283,000,000 $ 315,000,000 $ 347,000,000 Contribution Margin 121∕2% 32% 35% 39% Weighting Threshold
25% payoutTarget
100% payoutMaximum
175% payout
30% $230,000,000 $279,000,000 $328,000,000 25% $542,000,000 $592,000,000 $642,000,000 20% $70,000,000 $100,000,000 $138,000,000 To receive a payment under2017 cash incentivetime, and Mr. Clark, as Chief Financial Officer, revised certain components of the commercial team’s compensation plan,to reduce the revenue component of each of their compensation plans as provided above and adjusted the revenue to add back the $9,400,000 of Verizon revenue that our Company was required to achievespread over time as a result of the threshold target for non- GAAP revenue and non-GAAP EBITDA. Based on the Company's failure to achieve the threshold targets for non- GAAP revenue and non-GAAP EBITDA in 2017, nonerenewal of our NEOsagreement with Verizon in calculating our Company’s 2020 revenue. As Mr. Hill was not a NEO at the time and, as described above, had an individual compensation plan as a member of our commercial team, his individual compensation plan was similarly adjusted. Accordingly, as our revenue in 2020 was $301,000,000 after adding back the Verizon revenue, Mr. Hill received any payments78% of this component or $95,063. With respect to the contribution margin of Mr. Hill’s compensation plan, as our Company’s contribution margin in 2020, after adding back the Verizon revenue, was 38.2%, representing 160% of the target contribution margin in Mr. Hill’s compensation plan, Mr. Hill received $65,000 with respect to this component. Accordingly, Mr. Hill received a total of $273,813 under his cash incentive compensation plan. In addition, Mr. Hill received a special $15,000 bonus provided to other non-executive key employees of our 2017Company.plan. Our Board established a $1.3 million discretionary poolplan for each of our CEO to make discretionary bonus awards to key employees who made extraordinary contributions to theNEOs: Executive Target Bonus Percentage of
Target Awarded Actual
Bonus Awarded Jeffrey Miller $ 416,638 70% $ 294,674 David Clark $ 273,544 67% $ 183,274 Patrick Doran $ 250,188 70% $ 175,171 Christopher Hill $ 325,000 84% $ 273,813 Ronald Prague $ 210,120 72% $ 151,286 Glenn Lurie $ 927,000 0% $ 0* Mary Clark $ 360,500 0% $ 0* in 2017. Our Chief Financial Officer, Lawrence Irvingon December 31, 2020, neither of them received a one-time discretionaryany cash incentive 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.20172020. Equity Incentive Compensation Planawardsawarded time-based restricted shares, time-basedvesting stock options and performance-based restricted sharescash 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 vesting stock options and the target number of performance-based restricted shares and the number of time-based restricted sharescash units granted to our NEOs is based on our Compensation Committee'sCommittee’s general understanding of competitive pay practices, our CEO'sCEO’s recommendation (except with respect to his own awards), consultation with our compensation consultant, and other factors that our Compensation Committee deems appropriate. Restricted Stock, Stock Options and Performance-Based Restricted StockOurCash Unitsrestricted stock, time-basedvesting options to purchase shares of our Common Stock (25% of such NEO’s equity award) and performance-based sharesrestricted cash units (75% of restricted stocksuch 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 50th percentile of executives at our peer group companies in similar positions.NEOsWhenIrving 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.Hill). The time-based restricted sharesvesting stock options vest one-third on each of the first, second and third anniversary of their grant date and the 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.date. The performance-based restricted sharescash units vestTable upon the Compensation Committee approving the level of Contents50%performance against pre-established metrics for such grants, and such approval is expected to occur on March 31, 2019 and 50% on March 31, 2020,or about February 28, 2023. Each component is subject to the NEO remaining employed through each vestthe date and the Company achieving the established performance metrics for 2017.of such approval in 2023. 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,"2020,” below.shares of time-based restricted stock and performance-based restricted stockcash units awarded, and the number of time-based stock options to purchase shares subject to the options granted were (which includes all of the equityour Common Stock granted to Mr. Waldisour NEOs in 2017):2020. Name Number of Shares
Subject to Options Number of Performance –
Based Restricted Cash Units Jeffrey Miller 36,832 110,497 David Clark 58,931 176,795 Christopher Hill 59,718 — Ronald Prague 27,624 82,872 Patrick Doran 46,040 136,121 Number of
Time-Based
Shares of
Restricted StockNumber of Shares
Subject to OptionsNumber of Shares
Subject to
Performance-Based
Restricted Stock 56,914 163,764 56,914 47,654 140,161 47,654 32,125 91,787 32,125 30,618 87,481 30,618 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.Shares2015-2017 Performance Shares2015,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 restricted cash units to our NEOs employed as of the grant date. The following table sets forth the 2018-2020 performance-based restricted cash units or shares (collectively, the “2018-2020 Performance Units”) awarded to our NEOs other than Messrs. Hill, Clark and measuring performance for open performance cyclesMiller who did not receive any performance-based restricted 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, withJanuary, July and October 2018, respectively: Name 2018 – 2020 Target
Performance Units 2018 Target
Performance Units 2019 Target
Performance Units 2020 Target
Performance Units Ronald Prague 40,960 13,653 13,653 13,654 Patrick Doran 54,614 18,204 18,205 18,205 recommendation of Deloitte, in 2017, agreedopportunity to modifyearn the 2015-2017 long-term equity incentive plan by basingidentified performance-based restricted cash units based on the performance metrics solely onof our Company's performance in 2015business during 2018, 2019 and 2016.2020. Our NEOs were required to remain employed by theour Company through February 17, 2018March 2021 in order to vest in the cash units or shares. Our Compensation Committee will determine whether to settle the vested performance-based units in cash or shares of our Common Stock at the time they vest.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 fromthree-year period. For 2018 and 2019, our Cloud business. The specific target valuesCompensation Committee designated free cash flow as the strategic metric. In consultation with Deloitte, and to be consistent with many of our peer group of companies, our Compensation Committee has decided that for 2020 the 2015-2017 Performance Shares were originally set using aggressive growth targets tied 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 reducedstrategic metric will be total shareholder return of our Company compared to the 2015total shareholder return for companies in the Russell 2000 index (“TSR”).2016 fiscal years.The method useda “maximum” level, which, if achieved or exceeded, would result in 200% of the target cash units being earned with respect to calculatesuch component as described below.2015-2017Compensation, Discussion and Analysis section of our 2019 and 2020 proxy statements, our NEOs earned 51.4% of the target number of the 2018-2020 Performance Shares earned wasUnits allocable to 2018 based on actualour Company’s 2018 financial performance comparedand did not receive any of the 2018-2020 Performance Units allocable to 2019 based on our Company's targets for 2015 and 2016, as shown below, using straight-line interpolation between points.Company’s 2019 financial performance. The determination of whatactual number of shares (if any) that were2018-2020 Performance Units earned was made in January 2017. Our NEOs were fullybased on each of our 2018 and 2019 performance is set forth below, which performance units vested in their 2015-2017February 2021: Name 2018 – 2020 Target
Performance
Units 2018 Target
Performance
Units Attainment % Units
Earned 2019 Target
Performance
Units Attainment % Units
Earned Ronald Prague 40,960 13,653 51.4% 7,018 13,653 0 0 Patrick Doran 54,614 18,204 51.4% 9,357 18,204 0 0 Shares on February 17, 2018.Our NEOs were awarded 2015-2017 Performance Shares that provided the opportunity to earn the following restricted shares based on the performance of our business during the 2015-2017 performance period: Threshold Target Maximum 12,951 25,901 51,802 8,489 16,978 33,956 535 1,069 2,138 1,918 3,386 7,762 2015,2020, our Compensation Committee approved the following threshold, target and maximum performance goals for the 20162020 portion of the 2015-2017 Performance Shares: Corporate Component Weighting Threshold
50% payout Target
100% payout Maximum
200% payout Revenue 40% $ 309,000,000 $ 332,000,000 $ 355,000,000 Non-GAAP EBITDA 40% $ 17,000,000 $ 30,000,000 $ 43,000,000 TSR 20% 35th 50th 75th Threshold
50% payoutTarget
100% payoutMaximum
200% payoutWeighting 25% 35% 45% 30% $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 ofeach NEO received 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. Using the same adjustments, we determined an Adjusted 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 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 a 14% growth from 2015. The level ofplan 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% payout with respect to this component;•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; andCompany’s 2020 performance:•our 2016 non-GAAP Cloud revenue was $403.4 million, which was significantly above the maximum, resulting in a 200% payout with respect to this component. Corporate Component Achievement Plan Payout Weighting Payout Revenue $ 291,700,000 0% 40% 0% Non-GAAP EBITDA $ 27,400,000 90% 40% 36% TSR 35th 40% 20% 8% Achievement Plan Payout Weighting $698,400,000 165% 60% 34% 95% 30% $403,381,000 200% 10% 147.5%44% of the target number of 2015-2017the 2018-2020 Performance SharesUnits allocable to 2020 based on the Company's 2015 and 2016our Company’s 2020 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 2015-20172018-2020 Performance Shares awardedUnits earned based on our 2015 and 20162020 performance is set forth below:below, which performance units vested in February 2021: Name 2019 Target
Performance
Units Attainment % Units Earned
based on 2020
Performance Total Number of
Performance Units
Earned Based on 2018
& 2019 Performance Total Number
of Performance
Units Earned Ronald Prague 40,960 44% 6,007 7,018 13,025 Patrick Doran 54,614 44% 8,009 9,357 17,366 2015 - 2017
Target Shares Attainment % Shares Earned 25,901 147.5 % 38,204 16,978 147.5 % 25,043 3,836 147.5 % 5,658 1,069 147.5 % 1,577 As neither Mr. Lurie nor Mr. Irving were with the Company in 2015, neither of them were granted any 2015-2017 Performance Shares.2016-2018 Performance Shares2016,April 2019, our Compensation Committee granted 2019-2021 performance-based restricted cash units to our NEOs (other than Mr. Hill who was not a NEO on such date) employed as of the 2016-2018grant date. The following table sets forth the 2019-2021 performance-based restricted cash units (collectively, the “2019-2021 Performance Shares. Units”) awarded to our NEOs: Name 2019 – 2021 Target
Performance Units 2019 Target
Performance Units 2020 Target
Performance Units 2021 Target
Performance Units Jeffrey Miller 69,620 23,207 23,207 23,206 David Clark 111,392 37,131 37,131 37,130 Ronald Prague 52,215 17,405 17,405 17,405 Patrick Doran 69,620 23,207 23,207 23,206 actual number of 2016-2018 Performance Shares earned were originally based on our Company's financial performance over2019-2021 Performance-Based Restricted Units provide the three-year period commencing on January 1, 2016opportunity to earn the identified performance-based restricted cash units based on the following criteria: 60% based on non-GAAP revenue, 30% based on non-GAAP EBITDAperformance 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 ourCompany'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 theour Company through February 2019March 2022 in order to vest in the shares.NEOsCompensation Committee will determine whether to settle the vested performance-based restricted cash units in cash or shares of our Common Stock at the time they vest. 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: Threshold Target Maximum 26,476 52,951 105,902 16,144 32,287 64,574 4,972 9,944 19,888 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 Performance Shares,plan established by our Compensation Committee: 40% based on 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 shown below, using straight-line interpolation between points. The determinationthe strategic metric which was defined as year-over-year revenue growth for DXP and the internet of whatthings shares (if any) werethe 2019-2021for the 2016 and 2017based on each our 2019 performance periods is set forth below. The determination of what number of shares (if any) are earned for the 2018below, which performance period will be made in January 2019 and any shares earned for the entire 2016-2018 performance period willunits shall vest in or about February of 2019.20162022: Name 2019 – 2021 Target
Performance Units 2019 Target
Performance Units Attainment % Units Earned Jeffrey Miller 69,620 23,207 20% 4,641 David Clark 111,392 37,131 20% 7,426 Ronald Prague 52,215 17,405 20% 3,481 Patrick Doran 69,620 23,207 20% 4,641 2016-2018 Performance Shares2016,2020, our Compensation Committee approved the following threshold, target and maximum performance goals for the 20162019 portion of the 2016-2018 Performance Shares:2019-2021 Performance-Based Restricted Cash Units: Corporate Component Weighting Threshold
50% payout Target
100% payout Maximum
200% payout Revenue 40% $ 309,000,000 $ 332,000,000 $ 355,000,000 Non-GAAP EBITDA 40% $ 17,000,000 $ 30,000,000 $ 43,000,000 Revenue Diversity 20% $ 17,500,000 $ 19,000,000 $ 20,500,000 Threshold
50% payoutTarget
100% payoutMaximum
200% payoutWeighting 25% 35% 45% 30% N/A 15% N/A 10% 2016,2020, using the same adjustments and calculations as described above under our attainment under2020 cash incentive compensation plan, our NEOs did not receive any portion with respect to the stated metricsrevenue metric and received 90% with respect to the Non-GAAP EBITDA metric. With respect to the Revenue Diversity metric, the actual Revenue Diversity was as follows:
Company’s 2020 performance:•our Adjusted Non-GAAP revenue was $698.4 million, which was above the target attainment,$3,350,000, resulting in no payment for this metric. As a 108%result, each NEO received the following payout with respect to this component;•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 Corporate Component Achievement Plan Payout Weighting Payout Revenue $ 291,700,000 0% 40% 0% Adjusted Non-GAAP EBITDA $ 17,400,000 90% 40% 36% Revenue Diversity $ 3,350,000 0% 20% 0% •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. Achievement Plan Payout Weighting $698,400,000 165% 60% 34% 95% 30% 3% — 10% 93.3%36% of the target number of the 2016-20182019-2021 Performance SharesUnits 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 earned2020 based on our 2016 performance is set forth below: 2016 - 2018
Target Shares 2016
Target Shares Attainment % Shares Earned 52,951 17,650 93.3 % 16,467 32,287 10,762 93.3 % 10,040 6,974 2,325 93.3 % 2,169 9,944 3,647 93.3 % 3,402 2017 Performance Period — One-third of the 2016-2018 Performance SharesIn July of 2017, our Compensation Committee approved the following threshold, target and maximum performance goals for 2017 for the 2016-2018 Performance Shares: Threshold
50% payoutTarget
100% payoutMaximum
200% payoutWeighting $247,000,000 $279,000,000 $311,000,000 40% $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•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. Achievement Plan Payout Weighting $407,300,000 — 60% 61,500,000 — 30% 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 2017Company’s 2020 financial performance. The actual number of 2016-20182019-2021 Performance SharesUnits earned based on our 20172020 performance is set forth below: Name 2020 Target
Performance Units Attainment % Units Earned Jeffrey Miller 23,207 36% 8,355 David Clark 37,131 36% 13,367 Ronald Prague 17,405 36% 6,266 Patrick Doran 23,207 36% 8,355 2016-2018
Target Shares 2017
Target Shares Attainment % Performance
Shares Earned 52,951 17,650 0 % 0 32,287 10,762 0 % 0 9,944 3,647 0 % 0 6,974 2,325 0 % 0 The targets that were to be set for the 2018 performance period of the 2016-2018 plan will not be disclosed 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 Shares2017,February 2020, our Compensation Committee granted 2020-2022 performance-based restricted cash units to our NEOs (other than Mr. Hill who was not a NEO on such date) employed as of the 2017-2019grant date.Based Restricted Shares. Although in prior years,Units”) awarded to our NEOs: Name 2020 – 2022 Target
Performance Units 2020 Target
Performance Units 2021 Target
Performance Units 2022 Target
Performance Units Jeffrey Miller 110,497 36,832 36,832 36,833 David Clark 176,795 58,932 58,932 58,931 Partick Doran 138,121 46,041 46,040 46,040 Ronald Prague 82,872 27,624 27,624 27,624 executive long-term incentive plan was based on a three-year period, foropportunity to earn 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, 2017identified performance-based restricted cash units based on the performance of our business during 2020, 2021 and 2022. Our NEOs are required to remain employed by our Company through February 2023 in order to vest in the cash units. Our Compensation Committee will determine whether to settle the vested performance-based restricted cash units in cash or shares of our Common Stock at the time they vest.criteria:were the performance targets for the 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 non-GAAP recurring revenue. If2020, our Compensation Committee designated TSR as the targets werestrategic metric.then 50%or exceeded, would result in 200% of the target cash units being earned with respect to such component as described below.Based Restricted Shares would vest on March 31, 2019 andPeriod — One-third of the remaining 50% would vest on March 31, 2020.Our NEOs were awarded 2017-20192020-2022 Performance Shares that provided the opportunity to earn the following restricted shares based on the performance of our business during the 2017-2019 performance period: Threshold Target Maximum 28,457 56,914 113,828 16,063 32,125 64,250 23,827 47,654 95,308 15.309 30.618 61,236 10.206 20.412 40,824 July of 2017,February 2021, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2017-20192020 portion of the 2020-2022 Performance SharesShares: Corporate Component Weighting Threshold
50% payout Target
100% payout Maximum
200% payout Revenue 331∕3% $ 309,000,000 $ 332,000,000 $ 355,000,000 Non-GAAP EBITDA 331∕3% $ 17,000,000 $ 30,000,000 $ 43,000,000 TSR 331∕3% 35th 50th 75th financial performance ofsame analysis, our TSR was in the Company in 2017: Threshold
50% payoutTarget
100% payoutMaximum
200% payoutWeighting $247,000,000 $279,000,000 $311,000,000 40% $559,000,000 $592,000,000 $625,000,000 20% *If35th percentile and our Compensation Committee provided that our NEOs receive 40% for this metric rather than the Company failed to reachoriginal 50%. As a result, each NEO received 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%following payout with respect to this component;•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; andCompany’s 2020 performance:•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. Corporate Component Achievement Plan Payout Weighting Payout Revenue $ 291,700,000 0% 331∕3% 0% Adjusted Non-GAAP EBITDA $ 27,400,000 90% 331∕3% 30% TSR 35th 40% 331∕3% 13.33% Achievement Plan Payout Weighting $407,300,000 — 60% 61,500,000 — 30% 307,300,000 — 10% 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.Table of ContentsCompany's failuretarget number of the 2020-2022 Performance Units allocable to meet the Non-GAAP revenue or the Non-GAAP EBITDA thresholds for 2017, our NEOs did not earn any 2017-2019 Performance Shares2020 based on the Company's 2017our Company’s 2020 financial performance. The actual number of 2016-20182020-2022 Performance SharesUnits earned based on our 20172020 performance is set forth below: Name2017 - 2019Target SharesAttainment %Shares EarnedStephen G. Waldis52,951—— Robert E. Garcia32,125—— Lawrence Irving47,654—— Daniel Rizer20,412—— Christopher Putnam30,618—— Asbelow, which performance units shall vest in or about February 2023 provided 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 PlanIn 2017, in recognition of the uncertainty related to the changes inNEO remains employed by 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. Name 2020 Target
Performance Units Attainment % Units Earned Jeffrey Miller 36,832 43.33% 15,961 David Clark 58,932 43.33% 25,538 Ronald Prague 27,624 43.33% 11,970 Patrick Doran 46,041 43.33% 19,951 $30 Stock $35 Stock Target Target Price (125%) Price (150%) Cash Shares Cash Shares Cash Shares $ 475,000 39,500 $ 593,750 49,375 $ 712,500 59,250 $ 425,000 32,700 $ 531,250 40,875 $ 637,500 49,050 $ 340,000 28,350 $ 425,000 35,438 $ 510,000 42,525 $ 420,000 35,000 $ 525,000 43,750 $ 630,000 52,500 in 2017,In 2020, we leased an automobile (and paypaid 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, eachClark, to be used primarily for business purposes. 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 for Mr. Lurie and his family from Arizona to New Jersey and back up to six times per year. There were no other special benefits or perquisites provided to any NEO in 2017.individual'sindividual’s then current base salary, and (c) for other executive officers subject to this policy, one and one-half times the individual'sindividual’s then current base salary. share holdings2017,2020, each of our NEOs exceeded his or her applicable minimum holding requirements on that date, other than our Chief Executive OfficerMessrs. Clark, Hill and Chief Financial Officer, exceeded his or her applicable minimum holding requirements on that date. Messrs. Lurie and IrvingMiller as each of them joined us in 20172018 and have not begun vesting inonly a portion of their restricted stock and options have vested and, therefore, have not had an opportunity to acquire the requisite amount of our Common Stock as of December 31, 2017.Section 162(m)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 officerChief 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 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.AgreementsAs disclosed on the Current Report on Form 8-K filedAgreementthe SEC on January 19, 2017, in connection with the closing of the Intralinks Transaction, our Board appointed Ronald W. HovsepianCompany as our Chief ExecutiveProducts 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,Marketing Officerwas terminated without cause, 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 severancepayment 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, 2017.2020. In connection with her departure, Ms. RosenbergerClark entered into a separation agreementRelease Agreement with our Company, consistent with the Company pursuant to which the Company agreed to a lump-sum severance payment equal to $1.2 million, a transition paymentterms 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 toour Executive Compensation Plan. The Release Agreement includes 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 theour Company, the Release Agreementand provides for the following payments to Mr. Irving:Ms. Clark: (i) severance payment in the amount of $540,750 (less applicable withholdings and deductions) paid in 36 equal bi-monthly payments, (ii) lump sum severance payment in the amount of $1,147,500$308,438 (less all applicable withholdings and deductions) paid in accordance with his employment agreement; (ii)on March 15, 2021, (iii) 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 accordancewith 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,$11,937, 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 (lessDate, all applicable withholdings and deductions) in accordancesuch payments are consistent with the terms of the Retention Plan; and (iv) vested in 35,000 retention restricted shares in accordance with the terms of the Retentionour Executive Compensation Plan. All of Mr. Rizer'sMs. Clark’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 $340,000 (less all applicable withholdings and deductions) in accordance with the terms of the Retention Plan; and (iv) vested in 28,350 retention restricted shares in accordance with the terms of the Retention Plan. All of Mr. Putnam's unvested equity terminated as of June 30, 2018.
Peter Berger
Mohan Gyani
Thomas J. HopkinsJames M. McCormick(1)"soliciting“soliciting material,"” is not deemed "filed"“filed” with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. Name and Principal Position Year Salary
($)
($)(1)
Awards
($)(2)
Awards
($)(9)
Incentive Plan
Compensation
($)(10) All Other
Compensation
($) Total
($) 2020 403,110 600,000(3) 200,000 291,647 7,000(11) 1,501,757 2019 388,850 1,262,776 87,088 194,426 7,000 1,940,140 2018 74,861 750,000 289,589 48,732 — 1,163,142
Chief Financial Officer 2020 354,140 960,000(4) 320,000 183,274 18,380(12) 1,835,794 2019 390,775 2,020,450 139,340 136,722 18,881 2,706,218 2018 215,833 1,199,997 445,028 98,926 9,854 1,969,638
EVP, Product and Sales 2020 321,083 15,000 — 254,018 273,813 7,000(11) 870,914
Chief Technology Officer 2020 323,903 750,000(5) 250,000 175,131 7,000(11) 1,506,034 2019 357,410 1,262,776 87,088 125,094 337,000 2,169,368 2018 347,000 895,011 122,987 137,412 8,250 1,510,660
Chief Legal Officer 2020 317,689 450,000(6) 150,000 151,286 7,000(11) 1,075,975 2020 549,528 3,000,000(7) 1,000,000 0 22,652(13) 4,572,180 2019 772,500 6,313,914 435,442 463,500 36,250 8,021,626 2018 750,000 4,475,013 614,947 594,000 140,989 10,911,461
Former Chief Product and Marketing Officer 2020 121,532 600,000(8) 200,000 0 862,477(14) 1,784,009 2019 360,500 1,262,776 87,088 180,251 7,000 1,897,615 2018 346,023 895,011 329,016 231,000 145,279 1,534,318 Year Salary
($) Bonus
($)(1) Stock
Awards
($)(2) Option
Awards
($)(11) Non-Equity
Incentive Plan
Compensation
($)(12) All Other
Compensation
($) Total
($) 2017 122,139 5,437,503 (3) 5,295,953 — 19,866 (13) 10,875,461 2017 198,347 4,262,979 (4) 1,421,000 — 4,046,334 (14) 9,928,660 2017 603,220 4,374,900 (5) 1,468,232 748,155 20,888 (15) 7,215,395 2016 608,900 3,069,569 1,261,248 821,216 20,074 5,781,007 2015 591,165 4,269,514 1,128,651 962,000 23,613 6,974,943 2017 283,333 150,000 3,616,716 (6) 651,959 — 19,127 (16) 4,721,135 2017 110,185 3,300,003 (7) — — 1,227,697 (17) 4,637,885 2017 90,000 — — 241,272 2,019,145 (18) 2,350,417 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 2017 475,000 4,573,719 (8) 833,334 402,301 17,700 (19) 6,302,054 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 2017 340,000 2,988,351 (9) 499,998 408,000 8,100 (20) 4,244,449 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 2017 420,000 2,837,484 (10) 333,328 375,312 8,100 (20) 3,974,224 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)"Compensation“Compensation Discussion and Analysis"Analysis” above for further discussion of the subjective individual component.(2)"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/A10-K for the year ended December 31, 20172020 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)LurieMiller was granted a performance-based restricted share awardcash units as a newly hired executive.2020-2022 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the share awardperformance-based restricted cash units assuming the highest level of performance conditions is achieved was $3,625,002. $1,200,000.Lurie's actual performance based grant will be based on 2018 metrics. Mr. Lurie was also granted time-based restricted stock with a grant date value of $1,812,501.(4)Mr. HovsepianClark was granted a performance-based restricted share awardcash units as 2017-20192020-2022 Performance SharesCash Units as described in greater detail in "Compensation“Compensation Discussion and Analysis."Analysis” above. The grant date value of the performance-based restricted share awardcash 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 wereTable of Contentsno shares earned in 2017. Mr. Hovsepian was also granted time-based restricted shares with a grant date value of $1,420,993.(5)Mr. WaldisDoran was granted performance-based restricted awards under both the 2017-2019cash units as 2020-2022 Performance Shares planCash 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 awardscash 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. $1,500,000.Waldis was also granted time based restricted stock awards with a grant date value total of $1,458,300.(6)Mr. IrvingPrague was granted performance-based restricted share awardscash units as 2017-20192020-2022 Performance SharesCash 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 Sharesperformance-based restricted cash units assuming the highest level of performance conditions is achieved was $1,266,644; however, none of the financial goals were achieved$900,000.2017,greater detail in “Compensation Discussion and thus, there were no shares earned in 2017.Analysis” above. The grant date value of the Retention Bonus Planperformance-based restricted cash units assuming the highest level of performance conditions is achieved was $1,716,750, which$6,000,000. As Mr. Lurie resigned from our Company, he will be achieved if atnot receive 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. Irving was also granted time-based restricted stock grants as a new hire. The grant date value of the time-based restricted stock grants was $633,322.2020-2022 Performance Cash Units.(7)Mr. Fredericksshare awardscash units as 2017-20192020-2022 Performance SharesCash Units as described in greater detail in "Compensation“Compensation Discussion and Analysis."Analysis” above. The grant date value of the performance-based restricted share awardcash units assuming the highest level of performance conditions is achieved was $1,900,002; however, none$1,200,000. As Ms. Clark was terminated without cause from our Company, she will not receive any 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 2017-20192020-2022 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 ourTable of Contentscommon 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)10-K/A10-K for the year ended December 31, 20172020 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.(12)paidearned based on the objective corporate component of the Company'sour Company’s annual cash incentive bonus compensation plan described under "Compensation“Compensation Discussion and Analysis"Analysis” above. Theshown are the 2016 bonuses paid in 2017.for 401(k) company match.(13)totaling $4,442of 11,380 and (ii) housing expenses401(k) company match of $7,000, totaling $15,424.$18,380.(14)Reflects amounts paid for (i) consulting services totaling $750,000 and (ii) severance payments totaling $3,246,792.(15)401k401(k) company match of $8,100$4,828, totaling $20,888.$22,652.(16)automobile expenses andseverance payments of $849,188, (ii) 401k401(k) company match of $8,100 totaling $19,127.(17)Reflects amounts paid for (i) final paid time off totaling $32,197 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$1,352 and (iii) a transition bonusCOBRA subsidy of $11,937, totaling $200,000.(19)Reflects amounts paid for (i) automobile expenses totaling $9,600 and (ii) 401k company match of $8,100 totaling $17,700.(20)Reflects amounts paid for 401k company matching totaling $8,100.2017.2020. The FASB ASC Topic No. 718 value of these awards is also reflected in the Stock Awards and Option Awards columns of the Summary Compensation Table above: Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards (1) Estimated Future Payouts Under
Equity Incentive Plan Awards (2) Number
of
Shares
of Stock
or Units
(#) Awards
Securities
Underlying
Options
(#)) Exercise
or Base
Price of
Option
Awards
($/Sh) Value of
Stock and
Option
Awards
($)(3) Grant Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) 250,000 500,000 875,000 55,248 110,497 220,994 2/20/2020 36,832 5.43 200,000 David Clark 136,771 273,543 478,700 88,398 176,795 353,590 2/20/2020 58,931 5.43 320,000 Chris Hill 162,500 325,000 568,750 2/20/2020 20,718 5.43 112,500 7/1/2020 14,000 3.43 48,000 9/11/2020 25,000 3.74 93,500 Ronald Prague 105,060 210,120 367,710 41,436 82,872 165,744 2/20/2020 27,624 5.43 150,000 Patrick Doran 125,094 250,188 437,827 69,061 138,121 276,242 2/20/2020 46,040 5.43 250,000 463,500 927,000 1,622,250 276,243 552,486 1,104,972 2/20/2020 184,162 5.43 1,000,000 180,250 360,500 630,875 55,248 110,497 220,994 2/20/2020 36,832 5.43 200,000 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 Grant Date Threshold
($)(1)(2) Target
($) Maximum
($) Threshold
(#)(4)(5) Target
(#)(3) Maximum
(#) or Units
(#) Options
(#) Awards
($/Sh) Awards
($)(6) 90,264 180,528 361,056 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 3,514,000 343,750 687,500 1,203,125 28,457 56,914 113,828 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 — — — — — — 3/24/2017 54,780 1,420,993 3/24/2017 156,515 25.94 1,421,000 170,000 340,000 595,000 425,000 531,250 637,500 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 — — — — — — 3/24/2017 36,623 �� 950,001 �� 3/24/2017 17,348 450,007 — — — — — — — — — — 190,000 380,000 665,000 475,000 593,750 712,500 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 25.94 833,334 187,000 374,000 654,500 340,000 425,000 510,000 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 16.33 499,998 168,000 336,000 588,000 420,000 525,000 630,000 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) other than Mr. Lurie who was hired on November 13, 2017, was granted a non-equity incentive plan award pursuant to our 20172020 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 20172020 annual"Target"“Target” column reflect the target payment level under our 20172020 annual cash 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 20172020 annual cash 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 20172020 annual cash 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.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 Performance Shares2020-2022 Performance-Based Restricted Cash Units as described in greater detail in "Compensation“Compensation Discussion and Analysis"Analysis” above. The amounts shown in the "threshold"“Threshold” column reflect the 2017-20192020-2022 Performance SharesCash 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 Performance Shares2020-2022 Performance-Based Restricted Cash Units that will be earned if all of the 2017-20192020-2022 financial goals are achieved at target levels. The amounts shown in the "maximum"“Maximum” column reflect the maximum number of 2017-2019 Performance Shares2020-2022 Performance-Based Restricted Cash Units that can be earned if all of the 2017-20192020-2022 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.(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)32 to the Financial Statements included in our Annual Report on Form 10-K/A10-K for the year ended December 31, 20172020 for a discussion of our assumptions in estimating the fair value of our stock and option awards.2017 Glenn Lurie:Jeffrey Miller:
On November 13, 2017,February 20, 2020, we granted Mr. LurieMiller (i) an option to purchase 507,10136,832 shares of our Common Stock and (ii) 180,528 time-based restricted shares of our Common Stock, (iii) a target award of 180,528 Performance Shares,110,497 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company'sCompany’s achievement of performance metrics to be established by the Compensation Committee in 2018during fiscal year 2020, 2021 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 time-based restricted shares of our Common Stock, and (iii) a target award of 43,240 Performance Shares, which are earned based on our Company's achievement of performance metrics2022 discussed in the Compensation Discussion and Analysis section ofin this Proxy Statement.
On April 27, 2017 in connection with Mr. Waldis being appointed as our Chief Executive Officer,February 20, 2020, we granted Mr. WaldisClark (i) an option to purchase 40,219 shares of our Common Stock, (ii) 13,674 time-based restricted58,931 shares of our Common Stock and (iii)(ii) a target award of 13,674 Performance Shares176,795 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company'sCompany’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 discussed in the Compensation Discussion and Analysis section ofin this Proxy Statement. Ronald Hovsepian:Patrick Doran:
On March 24, 2017,February 20, 2020, we granted Mr. HovsepianDoran (i) an option to purchase 156,515 shares of our Common Stock, (ii) 54,780 time-based restricted46,040 shares of our Common Stock and (iii)(ii) a target award of 54,780 Performance Shares,138,121 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company'sCompany’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 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.
On February 20, 2020, we granted Mr. Hill an option to purchase 20,718 shares of our Common Stock. On July 1, 2020, we granted Mr. Hill an option to purchase 14,000 shares of our Common On September 11, 2020, we granted Mr. Hill an option to purchase 25,000 shares of our Common Stock. Lawrence Irving:Ronald Prague:
On April 27, 2017February 20, 2020, we granted Mr. IrvingPrague (i) an option to purchase 140,161 shares of our Common Stock, (ii) 47,654 time-based restricted27,624 shares of our Common Stock and (iii)(ii) a target award of 47,654 201782,872 2020-2022 Performance Shares,Cash Units, which are earned based on our Company'sCompany’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.
On February 20, 2020, we granted Mr. Lurie (i) an option to purchase 184,162 shares of our Common Stock and (ii) a target award of 552,486 2020-2022 Performance-Based Restricted Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 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 underLurie resigned from our Retention Plan.Company and therefore all of his equity awards have been cancelled. Robert E. Garcia:Mary Clark:
On March 24, 2017,February 20, 2020, we granted Mr. GarciaMs. Clark (i) an option to purchase 91,787 shares of our Common Stock, (ii) 32,125 time-based restricted36,832 shares of our Common Stock and (iii)(ii) a target award of 32,125 Performance Shares,110,497 2020-2022 Performance-Based Restricted Cash Units, which are earned based on the Company'sour Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2020, 2021 and 2022 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 underMs. Clark was terminated without cause from our Retention Plan.Company and therefore all of her equity awards have been cancelled. •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. 20172020: 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
($)(1) Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#) Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That
Have
Not Vested
(#)(21) Jeffrey Miller 43,936(2) 40,421 6.20 11/2/2025 11,169(3) 18,615 6.88 6/6/2026 36,832(4) 5.43 2/20/2027 60,484(5) 284,274 29,535(6) 138,815 69,620(7) 327,214 110,497(8) 519,335 David Clark 78,873(9) 51,676 6.41 7/6/2025 17,870(3) ��� 29,784 6.88 6/6/2026 58,931(4) 5.43 2/20/2027 62,402(10) 293,289 47,257(6) 221,108 111,392(7) 523,542 176,795(8) 830,937 Christopher Hill 2,761(11) 5,522 6.88 6/6/2026 20,718(4) 5.43 2/20/2027 14,000(12) 3.43 7/1/2027 25,000(13) 3.74 9/11/2027 15,625(14) 73,438 7,040(6) 33,088 Ronald Prague 11,936(15) 4,917 10.62 4/5/2025 8,377(3) 13,961 6.88 6/6/2026 27,624(4) 5.43 2/20/2027 7,416(16) 34,855 22,151(6) 104,110 40,960(17) 192,512 52,215(7) 245,410 82,872(8) 389,498 Patrick Doran 355(18) 32.40 2/13/2021 58,469(19) 6,683 16.33 5/8/2024 15,915(14) 6,555 10.62 4/5/2025 11,169(3) 18,615 6.88 6/6/2026 46,040(4) 5.43 2/20/2027 5,613(20) 26,381 9,888(16) 46,474 29,535(6) 138,815 54,614(17) 256,686 69,620(7) 327,214 138,121(8) 649,169 Stock Awards Number of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock
That Have
Not Vested
(#)Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(1)Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#)(31) — 507,101(13) 10.04 11/13/2024 — 1,000,000(14) 10.04 11/13/2024 180,528(2) 1,613,920 180,528(30) 1,613,920 160,000(3) — 30.50 12/6/2018 76,400(4) — 31.02 2/14/2020 83,771(5) 3,642 32.40 2/13/2021 49,970(6) 20,576 41.37 2/9/2022 60,978(7) 72,065 25.81 2/19/2023 — 123,545(11) 25.94 3/24/2024 — 40,219(12) 24.62 4/26/2024 8,633(19) 77,179 35,300(20) 315,582 43,240(21) 386,566 13,674(8) 122,246 38,204(9) 341,543 105,902(26) 946,764 51,802(27) 463,110 86,480(28) 773,131 27,348(28) 244,491 — — — — — — — — 140,161(15) 13.29 4/27/2024 47,654(22) 426,026 95,308(28) 852,053 49,050(29) 438,507 — — — — — — — — — — — — — — 12,323(4) — 31.02 2/14/2020 38,958(5) 2,292 32.40 2/13/2021 32,755(6) 13,487 41.37 2/9/2022 37,182(7) 43,942 25.81 2/19/2023 — 91,787(11) 25.94 3/24/2024 5,659(19) 50,591 21,524(20) 192,425 32,125(21) 287,198 25,043(9) 223,884 64,574(26) 577,292 33,956(27) 303,567 64,250(28) 574,395 59,250(29) 529,695 1,938(16) 969 50.31 4/15/2022 9,432(17) 8,677 36.06 11/13/2022 11,452(7) 13,534 25.81 2/19/2023 — 87,481(18) 16.33 5/8/2024 356(23) 3,183 4,000(10) 35,760 6,629(20) 59,263 30,618(24) 273,725 19,888(26) 177,799 2,138(27) 19,114 61,236(28) 547,450 42,525(29) 380,174 Stock Awards Number of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber 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) 2,200(4) — 31.02 2/14/2020 7,275(5) 625 32.40 2/13/2021 7,400(6) 3,047 41.37 2/9/2022 8,032(7) 9,491 25.81 2/19/2023 — 58,320(18) 16.33 5/8/2024 1,278(19) 11,425 6,666(25) 59,594 4,649(20) 41,562 20,412(24) 182,483 5,658(32) 50,583 13,948(26) 124,695 7,702(27) 68,587 40,824(28) 364,967 52,500(29) 469,350 (1)29, 2017,31, 2020, which was the last trading day of 2017,2020, which was $8.94$4.70 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)Reflects restricted shares granted on13, 2017. One-third of the shares2, 2018, with 25% vested on November 13, 2018 and one-third of the shares will vest on each of November 13,2, 2019 and 2020, provided the NEO remains continuously employed by the Company on those dates.(3)The option vested over four years of continuous service following December 6, 2011, 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.service with the Company. As a result, the option iswill be fully exercisable.exercisable on November 2, 2022.(4)vestedvests over four years from the vesting start date of continuous service following February 14, 2013,June 6, 2019, with 25% vesting after the first year of servicevested on June 6, 2020 and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service.service with the Company. As a result, the option becamewill be fully exercisable on June 6, 2023.14, 2017.20, 2023.(5)vesting after the completion of the first year of service to the Companyvested on February 13, 2018 and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service towith the Company. As a result, the option will bebecame fully exercisable on February 13, 2018.2018 and expired on February 13, 2021.(6)vestsvested over four years from the vesting start date of continuous service following February 9, 2015,May 8, 2017, with 25% vesting after the first year of servicevested on May 8, 2018 and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service.service with the Company. 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 shallbecome 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.(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)2017. One-third of the shares vested on May 8, 2018 and one-third of the shares will vest2017, with 25% vestied on each of May 8,February 24, 2018, 2019 and 2020 and the remaining 25% vesting on February 24, 2021 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 Executiveshas continuous service with the Company's strategic direction, the Compensation Committee agreed to terminate the2016-2018 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: Shares Earned 2016 Shares Earned 2017 16,467 0 10,040 0 3,402 0 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 RecipientShares EarnedStephen G. Waldis38,204Robert Garcia25,403Christopher Putnam1,577Daniel Rizer5,658(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. Target Shares $30 Stock Price
(125%) Shares $35 Stock Price
(150%) Shares 32,700 40,875 49,050 39,500 49,375 59,250 28,350 35,438 42,525 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 issuancesuch date.(31)29, 2017,31, 2020, which was the last trading day of 2017,2020, which was $8.94$4.70 per share. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our Common Stock. Each of the options and restricted shares automatically vest if we are acquired and the NEO is either involuntarily terminated or voluntarily resigns for good reason under certain circumstances following our change of control, as discussed in more detail below under "“Employment Agreements."”
52(32)Reflects restricted shares granted on June 29, 2015. The shares fully vested on February 17, 2018.2017,2020, and the shares of restricted stock held by each NEO that vested during the year ended December 31, 2017. Option Awards Stock Awards Name Number of
Shares
Acquired on
Exercise (#) Value
Realized on
Exercise
($) (1) Number of
Shares
Acquired on
Vesting (#) Value
Realized on
Vesting
($) (1) Jeffrey Miller -0- -0- 45,010 159,188 David Clark -0- -0- 86,031 288,016 Christopher Hill -0- -0- 16,021 57,537 Ronald Prague -0- -0- 21,703 89,252 Patrick Doran -0- -0- 30,268 126,135 Glenn Lurie -0- -0- 123,275 480,247 Mary Clark -0- -0- 3,750 16,358 Option Awards Stock Awards Number of
Shares
Acquired on
Exercise (#) Value
Realized on
Exercise
($)(1) Number of
Shares
Acquired on
Vesting (#) Value
Realized on
Vesting
($)(1) 74,126 2,580,863 18,260 242,675 777 3,700 14,502 498,928 22,320 167,986 48,125 1,676,691 — — 11,921 286,037 — — 17,358 479,247 (1)connection withSeptember 2020, Glenn Lurie resigned as our President and CEO. Effective September 2020, Jeffrey Miller, our Chief Commercial Officer at the appointment oftime, was elected as our interim President and CEO, replacing Mr. Lurie, asand effective March 2021, our Chief Executive Officer on November 13, 2017, weBoard removed the interim title for Mr. Miller and Mr. Miller 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 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 base salary at least annually to determine whether to increase (but not decrease) the base salary in its discretionThe 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 and 180,528 performance shares, 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. Each vested Performance Share will entitle Mr. Lurie to receive one share of common stock of the Company. The 2018 and 2019 Company performance goals shall be determined by the Board or its Compensation Committee at the time the Company's business plan for such period is determined.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 commonstock (the "Challenge Grant" and collectively with the RSAs, the Initial Options and the Performance Shares, the "Inducement Awards"), at an exercise price of $10.04 per share, the closing price of the Company's 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.LurieMiller 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" (ascontrol” (as defined in the employment agreement), Mr. LurieMiller is subject to an "involuntary termination" (as“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. LurieMiller and his eligible dependents with respect to the Company'sCompany’s group health insurance plans in which Mr. LurieMiller 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. LurieMiller receives from the Company under any applicable federal or state statute.provideprovides that if an involuntary termination occurs within 120 days prior to, or 24 months following, a change in control, Mr. LurieMiller shall be eligible to receive a lump sum severanceLurieMiller and his eligible dependents with respect to the Company'sCompany’s group health insurance plans in which Mr. LurieMiller 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. LurieMiller receives from the Company under any applicable federal or state statute.Lurie'sMiller’s death, Mr. Lurie'sMiller’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. LurieMiller 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 (i) 1,000,000 shares times (ii) a fraction the numerator of which is the numberof complete calendar months that have elapsed between November 13, 2017 and the date Mr. Lurie's employment ends due to death, and the denominator of which is 36 shall accelerate and be fully vested.Lurie'sMiller’s employment terminates due to "permanent disability" (as“permanent disability” (as defined in thehis employment agreement), Mr. LurieMiller 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. LurieMiller and his eligible dependents with respect to the Company'sCompany’s group health insurance plans in which Mr. LurieMiller 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)Miller shall accelerate and be fully vested as of the date of Mr. Lurie's termination, and (ii) a pro rata portion of the Challenge Grant equal to (i) 1,000,000 shares times (ii) 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 employment ends due to disability, and the denominator of which is 36 shall accelerate and be fully vested.Chief Financial OfficerMiller’s termination.In connection with Mr. Irving's appointment as our Chief Financial Officer on April 27, 2017, 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, based 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 as our Chief Financial Officer on August 9, 2018, we entered into an 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 exercisable with respect to 25% of these shares on the one-year anniversary of the vesting commencement date and1/48th of the remaining shares shall vest on each month thereafter, subject to Mr. Clark's continued service with the Company.Pursuant to his employment agreement, Mr. Clark 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 provide that if prior to, or after 24 months following, the occurrence of a "change in control" (as defined in the employment agreement), Mr. Clark resigns for good reason (as defined in the employment agreement) 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 shall be eligible to receive a lump-sum severance payment equal to (i) one and a 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 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. 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.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 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. Clark receives from the Company under any applicable federal or state statute.In the event of Mr. Clark's death, Mr. Clark'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), 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 at the time of his death shall accelerate and be fully vested.If Mr. Clark's employment terminates due to "permanent disability" (as defined in the employment agreement), Mr. Clark 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. 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, 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 shall accelerate and be fully vested as of the date of Mr. Clark's termination.GarciaPrague on May 1, 2017, replacing his employment agreement dated January 1, 2015. Effective January 1, 2017, the employment agreements2015 and with Mr. Clark on August 9, 2018. Each of Messrs. PutnamHill and Rizer were terminated as were mostDoran are eligible participants of the other executives of the Company, and replaced byour Tier One Employment Plans, withPlan which have substantially the same terms as the employment agreements ofwith Messrs. GarciaPrague and Irving. TheClark other than with respect to health insurance payments as described below. Messrs. Clark’s and Prague’s employment agreementagreements and our Tier One Employment PlansPlan are collectively referred to as the "Employment Arrangements". Pursuant to“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 Arrangements provide that if prior to the 120 days before, or after 24 months following, the occurrence of a "change“change in control" (ascontrol” (as defined in the Employment Arrangements), the NEO is subject to an "involuntary termination"“involuntary termination” (as defined in the employment agreement), he or she shall be eligible to receive a lump-sum severance payment equal to (i) one and 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 Messrs. Prague and Clark, 24 times the monthly amount the Company was paying on behalf of each NEOof them and histheir eligible dependents with respect to the Company'sCompany’s group health insurance plans in which the NEOhe 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),termination and (b) for the other time based equity awards granted byNEOs, 12 times the monthly amount the Company and held bywas paying on behalf of the NEO shall accelerate and be fully vested.theirNEOother NEOs and his or her eligible dependents with respect to the Company'sCompany’s group health insurance plans in which the NEO and his or her 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.a NEO'san 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.a NEO'san NEO’s employment terminates due to "permanent disability" (as“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),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 at the time of his permanent disability shall accelerate and be fully vested.on next pagebelow reflects the potential payments and benefits to which the NEOsMessrs. Miller, Clark, Hill, Doran and Prague would be entitled pursuant to their respective employment agreements.agreements if such executive officer’s employment was terminated effective as of December 31, 2020. 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
($) Jeffrey Miller Severance(1) 0 1,243,036 500,000 1,738,036 Option Acceleration(2) 0 0 0 0 0 0 423,089 423,089 Benefit Continuation(4) 0 43,705 43,705 43,705 Total Value 0 1,286,741 966,794 2,204,830 David Clark Severance(1) 0 746,185 273,542 941,573 Option Acceleration(2) 0 0 0 0 0 0 515,402 515,402 Benefit Continuation(4) 0 51,772 51,772 51,772 Total Value 0 797,957 840,716 1,508,747 Christopher Hill Severance(1) 0 723,706 350,000 898,706 Option Acceleration(2) 0 0 0 0 0 0 106,525 105,525 Benefit Continuation(5) 0 15,588 31,175 23,367 Total Value 0 739,294 487,700 1,028,598 Ronald Prague Severance(1) 0 691,068 210,120 866,168 Option Acceleration(2) 0 0 0 0 0 0 138.995 138,995 Benefit Continuation(5) 0 51,772 51,772 51,772 Total Value 0 742,840 400,857 1,067,905 Patrick Doran Severance(1) 0 686,337 250,187 864,932 Option Acceleration(2) 0 0 0 0 0 0 211,669 211,669 Benefit Continuation(6) 0 23,474 46,948 35,211 Total Value 0 708,701 508,804 1,111,812 Name Benefit Voluntary
Resignation/
Termination
for Cause($) 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
2020.(1)executive officer'sNEO’s base salary as of December 31, 2017.2020. 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'sNEO’s average annual bonuses for 20162019 and 20172020 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'sNEO’s target bonus as of December 31, 2017.(2)2017.2020. 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, 2020, the last trading day of the year, over the exercise price of the option.(3)2017.2020. 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, 2020, 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. Target Shares $30 Stock Price
(125%) Shares $35 Stock Price
(150%) Shares 32,700 40,875 49,050 39,500 49,375 59,250 28,350 35,438 42,525 35,000 43,750 52,500 (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. Target Cash $30 Stock Price
(125%) Cash $35 Stock Price
(150%) Cash 425,000 531,250 637,500 475,000 593,750 712,500 340,000 425,000 510,000 420,000 525,000 630,000 (6)Based on each NEO's base salary in effect and twenty (20) accrued but unused vacation days.(7)two times24x the current costmonthly costs to us of the individual'sindividual’s health and welfare benefits per year.(8)Only payableyear for Termination without change in the event of a terminationcontrol, Death or Disability or Termination due to permanent disability.change in control.(9)1.012x the current monthly costs to us of the individual'sindividual’s health and welfare benefits per year for Involuntary Termination without change in control; 2.024x the current costs to us of the individual'sindividual’s health and welfare benefits per year for DisabilityDeath 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.Table of Contents(10) Name Benefit Voluntary Resignation/
Termination without Cause Mary Clark Severance $ 849,188 Benefit Continuation $ 11,937 Total Value $ 861,125 Glenn LurieJeffrey Miller our Chief Executive Officer:2017:$74,216;$68,544; and•20172020 Summary Compensation Table included elsewhere in this Proxy Statement, was $10,875,461.Mr. Lurieour CEO to the median of the annual total compensation of our employees was 14622 to 1%.long termlong-term incentive compensation targets of our U.S. and non-U.S. employees as of December 31, 2017.2020. Out of our approximately 1,4601,601 employees, approximately 580751 of our employees are located in India. Once we identified our "median“median employee,"” using the methodology described above, we determined that employee's 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 InformationThe 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: 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) 2,443,329 (2) $ 28.63 2,158,982 (3) 1,507,101 (4)(5) $ 10.04 1,500,000 (6) 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.(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.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. MooreLaurie Harris and Thomas J. Hopkins is an audit committee financial expert as described in applicable rules and regulations of the Securities and Exchange Commission.Company'sCompany’s accounting and financial reporting processes and audits of the Company'sCompany’s financial statements. The Audit Committee is responsible for selecting and engaging the Company'sCompany’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'sCommittee’s function is more fully described in its charter, which the Board has adopted and which the Audit Committee reviews on an annual basis.Company'sCompany’s management is responsible for preparing the Company'sCompany’s financial statements and the Company'sCompany’s financial reporting process. Ernst & Young LLP, the Company'sCompany’s independent registered public accounting firm, is responsible for performing an independent audit of the Company'sCompany’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'sCompany’s management the audited financial statements of the Company included in the Company'sCompany’s Annual Report on Form 10-K/A10-K for the fiscal year ended December 31, 20172020 (the "“10-K/A10-K"”).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 3526the 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.10-K/A10-K for filing with the United States Securities and Exchange Commission.Donnie M. Moore,William J. CadoganKristin S. Rinne
Thomas J. Hopkins"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."“Series A Preferred Stock"”) as of August 27, 2018April 12, 2021 by:presentpercent (5%) of our Common Stock or Series A Preferred Stock;••directorsdirectors; and directors that served during 2017; and•August 27, 2018.August 27, 2018, 42,660,067April 12, 2021, 44,174,731 shares of our Common Stock and 195,181268,917 shares of our Series A Preferred Stock, respectively, were outstanding. As of August 27, 2018,April 12, 2021, 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."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. Common Stock
Beneficially Owned Series A
Preferred Stock
Beneficially Owned Shares % Shares %
601 Lexington Avenue, 59th Floor
New York, NY 10022 10,658,351 (2) 19.9% 195,181 100.0%
100 Vanguard Blvd.
Malvern, PA 19355
3,687,733 8.6% — —
44 Cook St., Suite 705
Denver, CO 80206 2,487,832 5.8% 0 0.0% 328,834 * — — 930,687 2.2% — — 182,219 * — — 187,207 * 355,504 * — — 57,627 * — — 43,309 * — — 13,171 * — — 14,233 * — — — — — — 3,121,268 7.3% — — 500,755 1.2% — — 89,006 * — — 94,405 * — — — 10,658,351 (2) 19.99% — — 10,658,351 (2) 19.99% — — — — — — 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 %
601 Lexington Avenue, 59th Floor
New York, NY 10022 10,974,745(3) 19.9% 268,917 100.0% 19.99%
383 Madison Avenue
New York, NY 10179 2,435,307 5.5% — — 4.4%
55 East 52nd St.
New York, NY 10055 3,209,129 7.3% 5.8%
3000 Altamesa Blvd., Suite 300
Fort Worth, TX 76133 3,730,400 8.4% 6.8%
18 Baldwin Drive
New Providence, NJ 07974 3,155,910 7.2% — — 5.8% Directors, Current Executive Officers and Named Executive Officers Stephen G. Waldis (8) 475,723 1.1% — — * Jeffrey Miller (9) 377,027 * — — * David Clark (10) 327,015 * — — * Christopher Hill (11) 77,944 * — — * Ronald Prague (12) 156,270 * — — * Patrick Doran (13) 178,270 * — — * William J. Cadogan (14) 546,798 1.2% — — * Thomas J. Hopkins (15) 135,049 * — — * Kristin S. Rinne (16) 72,681 * — — * Frank Baker (17) 10,974,745(3) 19.9% — — 19.99% Peter Berger (18) 10,974,745(3) 19.9% — — 19.99% Robert Aquilina (19) 82,681 * — — * Mohan Gyani (20) 41,608 * — — * Laurie Harris (21) 31,608 * * 13,577,045 30.7% 268,917 100% 24.0% (1)("(“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("(“Siris Fund III GP HoldCo"HoldCo”). Siris Capital Group, III, L.P. ("LLC (“Siris Fund III Advisor"Capital Group”) 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") 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, LLC ("Siris Fund III Advisor HoldCo"). Siris Capital Group is controlled by its managing member, Siris Advisor HoldCo,Group GP, LLC ("(“Siris Advisor HoldCo"Group GP”). Each of Siris Fund III GP HoldCo, Siris Fund III Advisor HoldCo and Siris Advisor HoldCoGroup GP is controlled by Frank Baker, Peter Berger and Jeffrey Hendren. Based on a Schedule 13D/AForm 4 filed with the SEC on February 20, 2018.(2)(3)February 9, 2018.January 19, 2021.(4)13G/A13G filed with the SEC on February 13, 2018.1, 2021.(5)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.Company'sCompany’s lapsing right of repurchase. Includes 29,720 shares subject to options exercisable within 60 days of April 12, 2021. Excludes 1,619,45323,699 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021.(6)55,592221,757 shares of restricted common stock subject to the Company'sCompany’s lapsing right of repurchase. Includes 541,16186,614 shares subject to options exercisable within 60 days of August 27, 2018.April 12, 2021. Excludes 150,005315,307 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021.(7)120,62520,952 shares of restricted common stock subject to the Company'sCompany’s lapsing right of repurchase. Includes 52,561146,605 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 12, 2021. Excludes 142,52490,529 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021.(10)43,10414,656 shares of restricted common stock subject to the Company'sCompany’s lapsing right of repurchase. Includes 37,28112,428 shares subject to options exercisable within 60 days of August 27, 2018.April 12, 2021. Excludes 25,18655,573 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021.(11)43,1047,384 shares of restricted common stock subject to the Company'sCompany’s lapsing right of repurchase. Includes 37,28140,953 shares subject to options exercisable within 60 days of August 27, 2018.April 12, 2021. Excludes 25,18625,862 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021.(12)43,10414,788 shares of restricted common stock subject to the Company'sCompany’s lapsing right of repurchase. Includes37,281Includes 117,499 shares subject to options exercisable within 60 days of August 27, 2018.April 12, 2021. Excludes 25,18645,302 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021.(13)57,12416,849 shares of restricted common stock subject to the Company'sCompany’s lapsing right of repurchase. Includes 37,28182,260 shares subject to options exercisable within 60 days of August 27, 2018.April 12, 2021. Excludes 25,18615,800 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021.(14)Excludes 30,000August 27, 2018.April 12, 2021.(15)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 16,849 shares of restricted stock subject to the Company’s lapsing right of repurchase. Includes 49,813 shares subject to options exercisable within 60 days of April 12, 2021. Excludes 15,800 shares subject to options not exercisable within 60 days of April 12, 2021.(16)12 above, for which Mr. Berger may be deemed to share voting and investment power. Mr. Berger disclaims beneficial(17)30,00015,800 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021.(18)1,207,86916,849 shares of restricted common stock subject to the Company'sCompany’s lapsing right of repurchase. Includes 1,086,80649,813 shares subject to options exercisable within 60 days of August 27, 2018.April 12, 2021. Excludes 2,453,63015,800 shares subject to options not exercisable within 60 days of August 27, 2018.April 12, 2021."“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 "(Seriesthe “Series A Preferred StockStock”),"), 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 Existingexisting 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"”).Silver'sSilver Holdings’ reasonable costs and expenses incurred in connection with the Preferred Transaction."“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 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."Conversion Price" (as“Conversion Price” (as that term is defined in the Series A Certificate) multiplied by the then applicable "Conversion Rate" (as“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"Fundamental Change" (as“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.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 toSynchronoss'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.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.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 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.Silver'sSilver 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 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."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 certificatesMeeker SharkeyDuring 2017, we engaged Meeker SharkeyThe Company and Siris entered into an Advisory Services Agreement dated as our insurance brokerof May 18, 2020 under which Siris may provide consulting and advisory services to the Company on operational, business, financial and strategic matters. Under the agreement, the Company agreed to pay Siris a fee of $110,000 per month for our officerscalendar year 2021, which fee increases by $10,000 a month in each successive calendar year during the term of the agreement. No payment of the fee is required until February 1, 2022 and directors, commercial liability and health benefits insurance. Thomas Sharkey, Jr., a principalthe Company does not currently intend to pay any portion of Meeker Sharkey, is the brother in lawfee until this date. On February 1 of James M. McCormick, a membereach calendar year commencing on February 1, 2022, the Company shall pay Siris 20% of our Board. During 2017, we paid Meeker Sharkey $136,568.the aggregate annual amount of the fees with respect to the prior calendar year that were not previously paid. In addition, no later than 30 days following the date on which Silver and its affiliates, including Siris, collectively hold no shares of Series A Preferred Stock, the Company shall pay all fees with respect to the period from January 1, 2021 through the termination date of the agreement not previously paid. The Company shall also reimburse Siris for any value received by Mr. Sharkey, Jr. by virtue of his minority ownership interest in Meeker Sharkey, he received a commission from Meeker Sharkeypre-approved out-of-pocket expenses in connection with our insurance policies. Our Audit Committee approved our engagement of Meeker Sharkey as our insurance broker as a related party transaction."Executive Compensation"“Executive Compensation” and "Director Compensation"“Director Compensation” above.Sequential Technology International, LLC.66Under 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 ComplianceWe 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.
ELECTION OF DIRECTORSnineten directors divided into three classes with staggered three-year terms, except for the two Series A Directors whomwho 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 aredirector nominated for election to our Board this year, his or her age as of August 27, 2018, each of their positionsApril 12, 2021, the position and office held with us and certain biographical information are set forth below. Each of theThe two directors to be elected will hold office until the 20212024 Annual Meeting of Stockholders and until his successor is elected, or until his 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. AllEach of our directors who were directors as of the date ofattended our 20172020 Annual Meeting of Stockholders attended the meeting.nomineetwo nominees receiving the most "For"“For” votes (among votes properly cast in personat 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" (i.e.“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.August 27, 2018,April 12, 2021, appears belowabove under the heading "“Equity Security Ownership of Certain Beneficial Owners and Management."” Name Age Position Class Term
Expiration
Year Stephen G. Waldis 53 Executive Chairman of the Board Class III 2021 William J. Cadogan 72 Director Class III 2021 Thomas J. Hopkins 64 Director Class II 2023 Robert Aquilina 65 Director Class II 2023 Kristin S. Rinne 66 Director Class II 2023 Laurie Harris 62 Director Class I 2022 Jeffrey Miller 57 President, CEO and Director Class I 2022 Mohan Gyani 69 Director Class I 2022 Frank Baker 48 Director Series A 2021* Peter Berger 70 Director Series A 2021* Age Position Class Term
Expiration
Year 51 Executive Chairman of the Board Class III 2018 52 Director, Chief Executive Officer and President Class I 2018 69 Director Class III 2018 61 Director Class II 2020 58 Director Class I 2019 69 Director Class I 2019 67 Director Class I 2019 64 Director Class II 2020 45 Director Series A 2018 * 67 Director Series A 2018 *
Directors.*reelectre-elect Messrs. Baker and Berger as the Series A DirectorsThe following table sets forth the composition of the various committees of the Board: NameAuditCommitteeCompensationCommitteeNominating/CorporateGovernanceCommitteeBusinessDevelopmentCommittee Stephen G. WaldisM Glenn LurieM William J. CadoganMCCM Thomas J. HopkinsM*MMC James M. McCormickM Donnie M. MooreC* Robert Aqulina Kristin S. Rinne Frank BakerMC Peter BergerOMM C Chair M Member O Observer*Audit Committee Financial Expertdirector'sdirector’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.DIRECTOR NOMINEES"FOR"the two nominees listed below: 
Director Since: 2005Age: 69Synchronoss Committees:•Audit•Business Development•Compensation (Chair)•Nominating/Corporate Governance (Chair) William J. CadoganWilliam 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 in business administration degree 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.![[MISSING IMAGE: ph_stephenwaldis-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_stephenwaldis-bw.jpg)
Founder and Former Chief
Executive Officer
Board2001Age: 51• Stephen G. Waldis Waldis'Waldis’ qualifications to sit on our Board include his extensive experience in the software and services industry and previously serving as our Chief Executive Officer and one of our founders. ![[MISSING IMAGE: ph_williamcadogan-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_williamcadogan-bw.jpg)
Governance (Chair) 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 PresidentDirector Since: 2017Age: 52Synchronoss Committees:•Business Development Glenn LurieGlenn Lurie joined Synchronoss as Chief ExecutiveChairman of the board of directors of Mahi Networks, Inc., a leading supplier of multi-service optical transport and Presidentswitching solutions, from November 2004 until its merger with Meriton Networks in November 2017.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. ![[MISSING IMAGE: ph_mohangyani-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_mohangyani-bw.jpg)
Mr. LurieCommittees: Mohan Gyani seniorexecutive positions in the telecommunications industry including at AT&T Inc., most recentlyWireless from 2000 until he retired in 2003 as President and Chief Executive Officer of AT&T's&T Wireless Mobility and Consumer Operations, until his retirement fromServices. Prior to AT&T, in September 2017. Mr. Lurie led the team responsible for negotiating its exclusive U.S. agreement with Apple Inc.Gyani was Executive Vice President and CFO of AirTouch from 1994 to launch the first iPhone in 2007.1999. Mr. LurieGyani has served on numerous public and private company boards and is currently a member of the Board of AvisBudget Inc.Directors of Digital Turbine and serves on the Delphi Technology Advisory Council. He previously served as chairman of the board for the Consumer Technology Industry Association in 2016.MUFG Union Bank. Mr. Lurie holds a Bachelor of Arts in Business/Marketing from Seattle Pacific University.Continuing Directors — Term Ending in 2019
FounderDirector Since: 2000Age: 58Synchronoss Committees:•Compensation James M. McCormickJames M. McCormick is a founder of Synchronoss, has been a member of our Board since our inception in 2000 and served as our Treasurer from September 2000 until December 2001. Mr. McCormick is founder and Chief Executive Officer of Vertek Corporation. Prior to founding Vertek in 1988, Mr. McCormick was a member of the Technical Staff at AT&T Bell Laboratories. Mr. McCormickGyani received a Bachelor of Sciencebachelor’s degree and master’s in computer sciencebusiness 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.
Director Since: 2007Age: 69Synchronoss Committees:•Audit (Chair) Donnie M. MooreDonnie 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 industrytelecom and hiswireless industries and in senior financial expertise.positions. ![[MISSING IMAGE: ph_laurieharris-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_laurieharris-bw.jpg)
Laurie Harris 2020 
![[MISSING IMAGE: ph_thomashopkins-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_thomashopkins-bw.jpg)
Age: 61••Compensation•
(Chair)•Nominating and
Governance Thomas J. Hopkins mastermaster’s in business administration degree from the Wharton School at the University of Pennsylvania. Our Board believes Mr. Hopkins'Hopkins’ qualifications to sit on our Board include his extensive financial expertise and his years of experience providing strategic advisory services to complex organizations. 
![[MISSING IMAGE: ph_robertaquilina-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_robertaquilina-bw.jpg)
Age: 64
Kristin S. RinneKristin 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 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 well as a member of the "Wireless Hall of Fame," and 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. Robert Aquilina
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Director Since: 2018Age: 67Robert Aquilina joined our Board in July 2018. Since 2011, Mr. Aquilina has been an Executive Partner (a senior advisory role) for Siris Capital Group LLCsince 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'sChairman’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'sAquilina’s qualifications to sit on our Board include his extensive business experience and his years of experience providing strategic advisory services to complex organizations. ![[MISSING IMAGE: ph_kristinrinne-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_kristinrinne-bw.jpg)
Kristin S. Rinne 
![[MISSING IMAGE: ph_frankbaker-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_frankbaker-bw.jpg)
Age: 45
Governance Frank Baker 2011and2011 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'sBaker’s qualifications to sit on our Board include his extensive financial expertise and his years of experience providing strategic advisory services to complex organizations. 
![[MISSING IMAGE: ph_peterberger-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/ph_peterberger-bw.jpg)
Age: 67Committees:Synchronoss Committees:••
Governance Peter Berger Berger'sBerger’s qualifications to sit on our Board include his extensive financial expertise and his years of experience providing strategic advisory services to complex organizations.
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCompany'sCompany’s independent registered public accounting firm for the fiscal year ending December 31, 20182021 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'sCompany’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.Company'sCompany’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'sCompany’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.2018,2021, the Company must receive a "For"“For” vote from the majority of all the outstanding shares that are present in personat 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.FIRM'SFIRM’S FEES20172020 and December 31, 20162019 by Ernst & Young LLP, the Company'sCompany’s principal accountant. All services described below for 20162019 and 20172020 were approved by the Audit Committee. Fiscal Year Ended 2020 2019 (In thousands) $ 2,882 $ 3,589 258 65 Tax Services $ — — Other $ 7 $ 7 Total Fees $ 3,147 $ 3,661 Fiscal Year Ended 2017 2016 (In thousands) Audit Fees(1) $ 27,809 $ 3,025 Audit Related Fees(2) 3 235 $ 27,812 $ 3,260 (1)20172020 and 2016.Company'sCompany’s quarterly reports on Form 10-Q, statutory audits of foreign subsidiaries and other regulatory filings or similar engagements. In addition, the 2017included amounts relatedrelate to the Company's restatement of its 2015 and 2016 annual financial statements.(2)Includes fees that are for assurance and related services other than those included in Audit Fees and primarily related to due diligence services relating to an acquisition.
Committee'sCommittee’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'sCommittee’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'saccountant’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 20162019 and 20172020 described above were pre-approved by the audit committee."FOR"“FOR” PROPOSAL 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION"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.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 shareholderstockholder 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 asCompany’s NEO’s requires a "For"“For” vote from the majority of all of the outstanding shares that are present in personat 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“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 20172020 compensation of our NEOs.Recommendation
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 2021 Annual Meeting of Stockholders.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 2018 Annual Meeting of Stockholders."FOR"“FOR” PROPOSAL 3INCREASEAMENDMENT OF NUMBER OF SHARES ISSUABLEUNDER THE COMPANY'S EMPLOYEE STOCK PURCHASESYNCHRONOSS TECHNOLOGIES, INC. 2015 EQUITY INCENTIVE PLANGeneral.Our Board of Directors approved anunanimously recommends that stockholders approve the amendment toof the Employee Stock PurchaseCompany’s 2015 Equity Incentive Plan (the “ESPPExisting Plan”) on July 25, 2018,to increase the maximum total number of shares of our Common Stock we may issue under the Existing Plan by 3,000,000 shares (the “Amendment”). Our Compensation Committee approved the amendment, subject to approval by ourof the board of directors and the stockholders, at our 2018 Annual Meeting. We are seeking stockholderand the board of directors approved the amendment, subject to 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.stockholders. If our stockholders do not approve the amendment, the existing version of the ESPPExisting Plan will remain in effect.effect and unchanged.Ourbelieveshas approved the ESPP benefitsAmendment to increase to the share reserve under the Existing Plan to ensure a sufficient number of shares will be available for recruiting and retention purposes. Should stockholder approval of this Proposal 4 not be obtained, no additional shares will be added to the share reserve under the Existing Plan. However, we will retain the ability to issue the shares of our Common Stock which were previously approved by stockholders for issuance under the Existing Plan. 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) Number of Securities
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column (a))
(c)
holders 3,761,671(1) $ 9.81 1,461,091(2) Equity compensation plans not approved by security holders 290,535(3) $ 6.26 417,707(4) TOTALS 4,052,206 $ 9.55 1,878,798 stockholderssole member, whose purpose is to approve stock option and restricted stock grants to our newly hired employees subject to guidelines previously approved by providingour Compensation Committee.employeesas consideration for the grant of a new option or SAR with a lower exercise price or the grant of another type of award under this Plan (including a cash award), the effect of which is to reduce the exercise price of any outstanding option or SAR or take any other action with respect to an opportunity through payroll deductionsoption or SAR that would be treated as a repricing under the rules and regulations of Nasdaq.commonCommon Stock at an exercise price that is determined at the time an option is granted. Stock options are granted pursuant to 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 hasoption agreements 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.ISOs”) or nonstatutory stock options (“NSOs”).ESPP will be administered by our Board or, if appointed byplan administrator determines the Board, by a Committee appointed by the Board. The Board or its Committee will have authority to make rules and regulations for the administrationexercise price 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 deductionsoptions granted 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 Stock2015 Plan, which may not be issued over the termless than one hundred percent (100%) 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 InternalRevenue 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 theour Common Stock on the date the option is granted except in the case of replacement options granted to service providers of entities that are acquired by us. The exercise price of options granted under the 2015 Plan may be paid in cash or, with the plan administrator’s consent, in shares of our Common Stock or by withholding shares otherwise issuable upon the exercise of the option. Stock options may also be exercised through a same-day sale program, pursuant to which a designated brokerage firm is to effect the immediate sale of the shares purchased under the option and pay over to the Company, out of the sale proceeds on the settlement date, sufficient funds to cover the exercise price for the purchased shares plus all applicable withholding taxes. The plan administrator may also assist any optionee in the exercise of his or her outstanding options by authorizing a Company loan to the optionee, however, under current law, loans to an executive officer or director would generally not be permitted. The plan administrator may also permit payment of the exercise price and any withholding taxes in any other form consistent with applicable laws, regulations and rules.beginningrate specified by the plan administrator provided that with respect to 95% of an offering period) in any calendar year.Paymentthe shares available for issuance under the 2015 Plan on April 4, 2019, the stock option shall not become exercisable prior to the optionee completing at least one year of Purchase Price; Payroll Deductions. Paymentservice following the grant of such stock option, except the award agreement may provide 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 definedaccelerated vesting in the ESPP document.event of the optionee’s death or disability.participant will receive a purchase right for each offering period in which he or she participates to purchaseplan administrator determines the term of stock options granted under the 2015 Plan, up to a maximum of seven years. Any option held by the optionee at the timedetermined by dividingin which the optionee is vested at the time of cessation of service. The plan administrator has complete discretion to extend the period following the optionee’s cessation of service during which his or her outstanding options may be exercised and/or to accelerate the exercisability of such participant's payroll deductions accumulated prioroptions in whole or in part. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the optionee’s actual cessation of service.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%individuals who are employees of the closing priceCompany or its parent or subsidiary corporations. During any calendar year, the aggregate fair market value (determined as of the grant date(s)) of the Common Stock for which one or more options granted to any employee under the 2015 Plan (or any other equity plan of the Company or its parent or subsidiary corporations) may for the first time become exercisable as incentive stock options under Section 422 of the Code shall not exceed $100,000. In the case of an incentive stock option granted to a person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our combined voting power or that of any of our affiliates: (a) the exercise price must be at least 110% of the fair market value of the stock subject to the option on either (1) the Offering Commencement Date or (2)grant date and (b) the Exercise Date (as definedterm of the option must not exceed five years from the option grant date.ESPP), whichever closing price is less. Such closing price willvalue of our Common Stock, but does not provide any ownership interest in our Common Stock. SARs are granted pursuant to stock appreciation right agreements adopted by the plan administrator and may be granted in tandem with, or independent of, option grants under the closing2015 Plan. The plan administrator determines the term of SARs granted under the 2015 Plan, up to a maximum of seven years. The plan administrator also determines the exercise price of each SAR, which cannot be less than the fair market value of our Common Stock on Nasdaq.Our obligationthe date the SAR is granted except in the case of replacement SARs granted to sell and deliverservice providers of entities that are acquired by us. Upon exercise of an independent SAR, we will pay the participant an amount equal to the product of (a) the excess of the per share fair market value of our 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)exercise over the date onexercise price, multiplied by (b) the number of shares of our Common Stock with respect to which allthe SAR is exercised. This amount may be paid in cash, shares of our Common Stock, or any combination thereof; provided that with respect to 95% of the shares available for issuance under the ESPP2015 Plan on April 4, 2019, the SAR shall have been issuednot become exercisable prior to the recipient completing at least one year of service following the grant of such SAR, except the SAR agreement may provide for accelerated vesting in the event of the optionee’s death or (iii)disability. Tandem SARs provide the holders with the right to surrender their options for an appreciation distribution from the Company equal in amount to the excess of (a) the fair market value of the vested shares of Common Stock subject to the surrendered option on the date of exercise over (b) the aggregate exercise price payable for such shares. An appreciation distribution may, at the discretion of the Committee, be made in cash, in shares of Common Stock, or any combination thereof. Each SAR may or may not be subject to vesting tied to length of service or attainment of performance goals. If a corporate transaction, unlessparticipant’s service terminates for any reason, then the ESPP is earlier terminatedparticipant or the participant’s beneficiary may exercise any vested SARs during the post-termination exercise period specified 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)plan administrator (but in no event after expiration of the SAR’s term).amendmentand the restrictions to which the shares will be subject. Awards of restricted stock may be granted in consideration for (a) cash, (b) property, (c) past or future services rendered to us or our affiliates, (d) full-recourse promissory notes or (e) any other form of legal consideration approved by the plan administrator. The issued shares may be subject to a vesting schedule tied to length of service or attainment of performance goals; provided that, the restricted shares will not vest prior to the holder completing at least one year of service following the grant of such award, except the restricted stock agreement may provide for accelerated vesting in the event of the holder’s death or disability. Any dividends on restricted shares will be subject to the same vesting conditions as applicable to the restricted shares and will be accumulated and paid when the restricted shares vest. Upon termination of the participant’s service, the shares issued pursuant to a restricted stock award may be subject to forfeiture to, or repurchase by, the Company.whichin installments and may be deferred until the date or dates when such award would causehave become exercisable or the ESPPCommon Shares subject to failsuch award would have vested. Such payment may be subject to comply with Section 423vesting based on the participant’s continuing service, provided that the vesting schedule shall not be less favorable than the schedule that applied prior to the transaction. Such payment may be made in the form of cash, cash equivalents, or securities of the Code.Adjustments. Ifsurviving entity or its parent. In addition, any changeescrow, holdback, earn-out or similar provisions 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 Companytransaction agreement generally may apply to such payment to the classsame extent and maximum numberin the same manner as such provisions apply to the holders of Common Shares.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 rightsaward whether or not upon a Change in order to prevent the dilution or enlargement of benefits thereunder.Corporate Transaction. The terms of the ESPP shall provide that,Control in the event of an involuntary termination prior to or following the Change in Control.dissolutionmerger or liquidationconsolidation of the Company the offering period will terminate immediatelyinto another entity, provided that persons who were not stockholders prior to the completiontransaction own 50% or more of such event unless otherwise provided by the Board. Invoting power of the event of (1)successor entity thereafter; (b) 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 mergerCompany’s assets; and (c) transactions 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 holdcertain persons acquire at least 50% byof our total voting powerpower.Company), thendate the surviving corporation will assume each optionBoard of Directors approved the 2015 Plan (or, if later, the date the Board of Directors approves an increase in the number of shares reserved under the ESPP,2015 Plan). Our Board of Directors or Compensation Committee may amend or modify the 2015 Plan in any and all respects whatsoever. The approval of our stockholders 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 priorbe obtained to the corporate transaction.The grantextent required by applicable law, except that stockholder approval must be obtained to amend the prohibition on decreasing the exercise price for any outstanding option or SAR. Our Board of purchase rights underDirectors or Compensation Committee may, at any time and for any reason, terminate the ESPP2015 Plan. Any options or awards outstanding at the time of such termination will remain in no way affectforce in accordance with the rightprovisions 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 Consequencesonly a general summary as of the principal United Statesdate of this proxy statement of the U.S. Federal income taxationtax consequences to the participantparticipants and the Company with respect to stock awards granted under the ESPP, based on advice received2015 Plan. This summary does not address state, local or foreign tax treatment, which may vary from counsel to the Company regarding current United StatesU.S. Federal income tax laws. This summary is not intendedtreatment. In any event, each participant should consult his or her own tax advisor as to be exhaustive and among other things, does not discuss the tax consequences of a participant's death orparticular transactions under the 2015 Plan.tax lawsis recognized by an optionee upon the grant 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,ISO, and no taxable income is recognized at the time an ISO is exercised unless the optionee is subject to the alternative minimum tax. The excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares is includable in alternative minimum taxable income.reportable by a participant,capital gain and no deductions will be allowable totreated as short-term or long-term capital gain or loss depending on how long the Company,shares were held by reason ofthe optionee.or exercise of the purchase rights issued thereunder. A participantan NSO. The optionee will however,generally recognize taxableordinary income in the year in which the purchased shares are sold or otherwise madeoption is exercised equal to the subjectexcess of disposition.A sale or other dispositionthe fair market value of the purchased shares on the exercise date over the exercise price paid for the shares. If the optionee is an employee or former employee, the optionee will be a disqualifying disposition if made beforerequired to satisfy the later of two years after the start of the offering period in whichtax withholding requirements applicable to such shares were acquired or one year after the shares are purchased. If the participant makes a disqualifying dispositionincome. Upon resale of the purchased shares, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain depending on how long the shares were held by the optionee.forat the taxable year in which such disposition occurs, equaltime and to the amount by whichextent a participant recognizes ordinary income as a result of an award granted under the fair market value2015 Plan. However, Section 162(m) of such shares onthe Code may limit the deductibility of certain awards granted under the 2015 Plan.purchase exceededour Annual Meeting. Because the purchase price,2015 Plan is discretionary, benefits to be received by individual participants are not determinable other than as set forth below. However, pursuant to our current non-employee director compensation program established by our Board of Directors, each non-employee member of our Board of Directors is entitled to receive an initial and annual equity grant as discussed above under the heading “Director Compensation”. The table below shows, as to each of the current executive officers named in the Summary Compensation Table and the participant will bevarious indicated groups (a) the number of shares of Common Stock for which options have Number of Options Shares of Restricted
Stock Issued Name and Position 2020 Through
April 12,
2021 Weighted-Average
Exercise Price of
Granted Options 2020 Through
April 12,
2021 Jeffrey Miller, Chief Executive Officer and Director 36,832 250,948 $ 3.95 -0- 151,899 David Clark, Chief Financial Officer 58,931 -0- N/A -0- -0- Christopher Hill, EVP, Products 59,718 -0- N/A -0- -0- Ronald Prague, Chief Legal Officer 27,624 -0- N/A -0- -0- Patrick Doran, Chief Technology Officer 46,040 -0- N/A -0- -0- All current executive officers as a group 229,145 -0- N/A -0- -0- All current directors who are not executive officers as a group 194,469 -0- N/A 212,152 -0- Name Number of
Options Shares of
Restricted Stock David Clark 86,486 86,486 Christopher Hill 35,135 35,135 Ronald Prague 40,541 40,541 Patrick Doran 67,568 67,568 All current executive officers as a group 229,730 229,730 All current directors who are not executive officers as a group 175,722 263,606 satisfyapprove the employmentAmendment. Abstentions and income tax withholding requirements applicable to such income. In no other instancebroker non-votes will have 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 BenefitsSince purchase rights are subject to discretion, includingsame effect as 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“Against” vote on this proposal because they participate in the ESPP. Our non-employee directors are not eligible to participate in the ESPP"FOR"“FOR” PROPOSAL 4year'syear’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'sCompany’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, 2019December 22, 2021 (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.20192021 Annual Meeting of Stockholders but which will not be included in the Company'sCompany’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 7, 2022), 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)(February 5, 2022). In the event that the date of the 20192021 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.Company'sCompany’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) 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.
Executive Vice President and Chief Legal Officer
Synchronoss Technologies, Inc.
200 Crossing Boulevard
Bridgewater, NJ 08807orCall (800) 575-7606requestedreceived one, so that your shares will be represented at the Annual Meeting.
Bridgewater, New JerseySeptemberApril 21, 2021
AMENDED AND RESTATED20182010, under the Predecessor Plan, any Common Shares that again become available for issuance under the Plan under this Clause (c) shall be added back as (i) one share if such shares were subject to Options or SARs granted under the Predecessor Plan and (ii) 1.5 shares if such shares were subject to Awards other than an Option or SAR granted under the Predecessor Plan) and (d) the additional Common Shares described in Article 3.3; provided, however, that no more than 6,151,101 Common Shares, in the aggregate, shall be added to the Plan pursuant to clauses (b) and (c). The number of Common Shares that are subject to Stock Awards outstanding at any time under the Plan may not exceed the number of Common Shares that then remain available for issuance under the Plan. Subject to Section 3.3, the number of Common Shares that may be awarded under the Plan shall be reduced by: (a) one share for every Option and SAR granted under the Plan; and (b) 1.5 shares for every Award other than an Option or SAR granted under the Plan. The numerical limitations in this Article 3.1 shall be subject to adjustment pursuant to Article 9. ![[MISSING IMAGE: tm212502d1-proxy_synch14c.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-053143/tm212502d1-proxy_synch14c.jpg)
www.proxyvote.com Usewww.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 06/09/2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Synchronoss Technologies, Inc. 200 Crossing Blvd, 8th Floor Bridgewater, NJ 08807 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeform.During the Meeting - Go to reducewww.virtualshareholdermeeting.com/SNCR2021You 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 electronicallymeeting 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, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years. VOTEthe box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up untilinstructions. Vote by 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.ET on 06/09/2021. Have your proxy card in hand when you call and then follow the instructions. VOTEinstructions.VOTE BY MAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided 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:THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.The Board of Directors recommends you vote FOR the following: For Withhold For All ExceptAllAllExcept 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. Election1.Election of Directors Nominees 01DirectorsNominees01) Stephen G. Waldis02) William J. Cadogan 02 Stephen G. Waldis 03 Glenn Lurie000 The Board of Directors recommends you vote FOR proposals 2, 3 and 4. For 0 0 0 Against 0 0 0 Abstain 0 0 0 2 To4.2.To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018. To2021.3.To approve on a non-binding advisory basis the compensation of the Company's named executive officers. 3 4 Toofficers.4.To approve an increase in the numberamendment and restatement of shares issuable under the Company's Employee Stock Purchase Plan. NOTE:2015 Equity Incentive Plan.NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Pleasethereof.You may attend the Annual Meeting via the Internet and vote during the Annual Meeting. Have the information that is printed in the box marked with the arrow on your proxy card or Notice of Internet Availability of Proxy Materials 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, 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
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Form 10-K Annual Report Wrap are available at www.proxyvote.com SYNCHRONOSSwww.proxyvote.comSYNCHRONOSS TECHNOLOGIES, INC. AnnualINC.Annual Meeting of Stockholders October 24, 2018 11:June 10, 2021 10:00 A.M. ThisA.M.This proxy is solicited by the Board of Directors TheDirectorsThe 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 hishis/ her substitute, and hereby authorizesauthorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of SYNCHRONOSS TECHNOLOGIES, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of stockholdersStockholders to be held on October 24, 2018,June 10, 2021, at 11:10:00 A.M., via a live webcast at the offices of Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, NJ 08807,www.virtualshareholdermeeting.com/SNCR2021, and any adjournment or postponement thereof. Thisthereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continuedrecommendations.Continued and to be signed on reverse side 0000387899_2 R1.0.1.17