☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☑ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material under §240.14a-12 |
| SYNCHRONOSS TECHNOLOGIES, INC. (Name of Registrant as Specified In Its Charter) | |
| | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| ☑ | | | No fee required. | | |||
| ☐ | | | Fee paid previously with preliminary materials. | | |||
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 | |
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| Fellow Stockholders, Throughout 2023, the industry continued to witness significant traction in Our In We continue to integrate the use of Artificial Intelligence as we introduce new applications and capabilities. These advances deliver more interactive experiences, enabling users to create new ways to manage, optimize, and share digital content. For carriers, these solutions deliver valued-added services that also focus on Our financial outlook reflects the upward trajectory of our dedicated Cloud company. Our successful divestiture with Lumine Group unlocked the superior financial profile of our Cloud business and allows a more transparent view of our Cloud business potential. The fourth quarter of 2023 marked the15th consecutive quarter of Synchronoss delivering 9% or greater Cloud subscriber growth. We also reported GAAP revenue growth for the Cloud business of 3% in the fourth quarter over the same quarter in the prior year and strengthened our liquidity position, generating a positive net cash flow of $2.7 million. Our commitment to As we progress through 2024, we believe that we are doing so from a position of strength, ready to capitalize on the burgeoning market opportunity of Personal Cloud, armed with a solid financial plan and a singular business focus on Cloud. Looking ahead, | |
| we remain steadfast in our commitment to | | |||
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| Thank you for your trust and Jeff | | |||
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| Sincerely, | | |||
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| Jeffrey G. Miller President and Chief Executive Officer | |
• | Increase in the number of shares issuable under the Company’s 2015 Equity Incentive Plan and make certain other changes (the “2015 Equity Plan Amendment”); and |
| PROXY SUMMARY | | | |
| Date: June | | | Time: 11:00 a.m. ET | | | Location: | |
| | | | | | | | ||||
| Vote in Person | | | Vote by Mail | | | Vote by Telephone | | | Vote by Internet | |
| Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholder meeting.com/ | | | If you received printed copies of the proxy materials by mail, you may vote by proxy by filling out, signing and dating the proxy card, and returning it in the envelope provided. | | | You may vote by proxy by telephone by following the instructions provided in the Notice or the proxy card, by calling (800) 690-6903. | | | You may vote by proxy via the Internet at www.proxyvote.com by following the instructions provided in the Notice or the proxy card. | |
| Proposals | | | Board Recommendation | | | Required Vote | | |||
| 1 | | | Election of | | | ✔ For Nominees | | | Plurality | |
| 2 | | | Ratification of appointment of Ernst & Young LLP as independent registered public accountants | | | ✔ For | | | Majority Voted | |
| 3 | | | Advisory vote on executive compensation | | | ✔ For | | | Majority Voted | |
| 4 | | | | | ✔ For | | | |
| Director Nominee | | Age | | Director Since | | Committee Membership | | Independent | | Director Nominee | | Age | | Director Since | | Committee Membership | | Independent | | ||||||||
| Kristin S. Rinne | | 68 | | 2018 | | Audit, Compensation, Nominating/Corporate Governance (Chair), Business Development | | Yes | | Stephen G. Waldis | | 56 | | 2000 | | Business Development | | No | | ||||||||
| Martin F. Bernstein | | 36 | | 2021 | | Audit, Compensation, Business Development | | Yes | | Mohan S. Gyani | | 72 | | 2019 | | Compensation (Chair), Business Development | | Yes | | ||||||||
| Continuing Directors | | | | | | Kevin M. Rendino | | 57 | | 2023 | | Audit, Business Development | | Yes | | ||||||||||||
| Stephen G. Waldis | | 55 | | 2000 | | Business Development | | No | | Continuing Directors | | | | | | ||||||||||||
| Mohan S. Gyani | | 71 | | 2019 | | Compensation (Chair), Business Development | | Yes | | Kristin S. Rinne | | 69 | | 2018 | | Audit, Compensation, Nominating/Corporate Governance (Chair) | | Yes | | ||||||||
| Laurie L. Harris | | 64 | | 2019 | | Audit (Chair), Nominating/Corporate Governance | | Yes | | Martin F. Bernstein | | 37 | | 2021 | | Audit, Compensation, Business Development | | Yes | | ||||||||
| Jeffrey G. Miller | | 59 | | 2021 | | Business Development (Chair) | | No | | Laurie L. Harris | | 65 | | 2019 | | Audit (Chair), Nominating/Corporate Governance | | Yes | | ||||||||
| Jeffrey G. Miller | | 60 | | 2021 | | Business Development (Chair) | | No | |
| | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||
| Part I: Gender Identity | | Part I: Gender Identity | | ||||||||||||||||||||||||
| Directors | | | 2 | | | 4 | | | 0 | | | 0 | | Directors | | | 2 | | | 5 | | | 0 | | | 0 | |
| Part II: Demographic Background | | Part II: Demographic Background | | ||||||||||||||||||||||||
| African American or Black | | | 0 | | | 0 | | | 0 | | | — | | African American or Black | | | 0 | | | 0 | | | 0 | | | — | |
| Alaskan Native or American Indian | | | 0 | | | 0 | | | 0 | | | — | | Alaskan Native or American Indian | | | 0 | | | 0 | | | 0 | | | — | |
| Asian | | | 0 | | | 1 | | | 0 | | | — | | Asian | | | 0 | | | 1 | | | 0 | | | — | |
| Hispanic or Latinx | | | 0 | | | 0 | | | 0 | | | — | | Hispanic or Latinx | | | 0 | | | 0 | | | 0 | | | — | |
| Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | 0 | | | — | | Native Hawaiian or Pacific Islander | | | 0 | | | 0 | | | 0 | | | — | |
| White | | | 2 | | | 3 | | | 0 | | | — | | White | | | 2 | | | 4 | | | 0 | | | — | |
| Two or More Races or Ethnicities | | | 0 | | | 0 | | | 0 | | | — | | Two or More Races or Ethnicities | | | 0 | | | 0 | | | 0 | | | — | |
| LGBTQ+ | | | 0 | | LGBTQ+ | | | 0 | | ||||||||||||||||||
| Did Not Disclose Demographic Background | | | 0 | | Did Not Disclose Demographic Background | | | 0 | |
| | | | | | | | ||||
| Environmental Sustainability We employ sustainable practices throughout our operations where possible to promote conservation and reduce waste. | | | Social Responsibility We believe it is our job to empower our people to achieve more—at work and in the community. We have established a global diversity, equity, and inclusion (DEI) committee, laying the groundwork to seamlessly embed DEI as part of our corporate culture and pave the way for a more comprehensive program. Our efforts include promotion of global awareness and inclusion through our “Celebrating Diversity” monthly e-newsletter | | | Corporate Governance At the Board level, our Audit Committee and Nominating/Corporate Governance Committee monitor the effectiveness of our corporate governance. At the leadership team level, our Chief Compliance Officer has established a cross-functional Governance, Risk and Compliance Committee which monitors, assesses, and controls risk across the business. We have rolled out a comprehensive training program covering the spectrum of governance and compliance topics in short easy-to-digest sessions and instituted an annual corporate policy review to ensure best practices across all corporate policies. Synchronoss has also established a Disclosure Committee with senior members from across the business to ensure all | | | Positive Corporate Culture At Synchronoss we believe that our people are the cornerstone to our success and as such, we are committed to providing our employees with a positive work environment that helps them realize their full potential. We strive to care for the whole employee and not just the development of their talent. As such, we delivered more than 100 interactive wellness webinars to the global team in In a continued effort to build the corporate culture we strive to have, we In addition to these cultural initiatives, we have comprehensive and competitive compensation and benefits | |
Q: | Why am I receiving these proxy materials? |
A: | Our Board is providing these proxy materials to you in connection with the solicitation of proxies for use at the Annual Meeting to be held on June |
Q: | What is included in the proxy materials? |
A: | The proxy materials include: |
Q: | How can I get electronic access to the proxy materials? |
A: | The Company’s proxy materials are available at http://materials.proxyvote.com/87157B and at www.synchronoss.com. Our website address is included for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement. |
Q: | Who can vote at the Annual Meeting? |
A: | Our voting securities consist solely of our common stock (“Common Stock”), of which |
Q: | How do I vote at the Annual Meeting? |
A: | Stockholder of Record: Shares Registered in Your Name |
• | By Internet — You may vote by proxy via the internet at www.proxyvote.com by following the instructions provided in the Notice or the proxy materials, by following the instructions provided in the proxy card. |
• | By Telephone — You may vote by proxy via telephone by following the instructions provided in the Notice or, if you received printed copies of the proxy materials by mail, by calling the toll-free number found on the proxy card. |
• | By Mail — If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it in the envelope provided. |
• | By Internet During the Annual Meeting — Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholdermeeting.com/ |
Q: | What do I need to be able to attend the Annual Meeting online? |
A: | We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/ |
Q: | How many votes do I have? |
A: | Each share of our Common Stock you owned on the record date entitles you to one vote on each matter that is voted on. |
Q: | What if I do not make specific voting selections? |
A: | Stockholder of Record — If you are a stockholder of record and you: |
Q: | Can I change my vote after submitting my proxy? |
A: | Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of four ways: |
• | You may send a written notice that you are revoking your proxy to our Secretary at 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807. |
Q: | Who is paying for this proxy solicitation? |
A: | We will pay for the entire cost of soliciting proxies for the Annual Meeting. In addition to the proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials. |
Q: | Why did I receive a notice regarding the availability of proxy materials on the internet instead of a full set of proxy materials? |
A: | In accordance with SEC rules, we have elected to furnish our proxy materials, including this Proxy Statement and our annual report, primarily via the internet. Beginning on or about |
Q: | What does it mean if multiple members of my household are stockholders, but we only received one Notice or full set of proxy materials in the mail? |
A: | We have adopted a procedure called “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 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 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: | How are votes counted? |
A: | Each share of Common Stock is entitled to one vote. Our Series B Preferred Stock is non-voting and not convertible into Common Stock. Votes will be counted by the inspector of election appointed for the Annual Meeting. Prior to the Annual Meeting, the inspector will sign an oath to perform his or her duties in an impartial manner and according to the best of his or her ability. The inspector will determine the number of shares represented at the Annual Meeting and the validity of proxies and ballots, count all votes and ballots and perform certain other duties. The determination of the inspector of elections as to the validity of proxies will be final and binding. |
Q: | What vote is required to approve each proposal? |
Q: | Is my vote confidential? |
A: | Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed, except as required by law. |
Q: | What is the quorum requirement? |
A: | A quorum of stockholders is necessary to hold a valid stockholders meeting. A quorum will be present if a majority of the voting power of all of the Company’s outstanding shares is represented by stockholders present at the Annual Meeting 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 at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If a quorum is not present, the chair of the meeting or the holders of a majority of the votes present at the Annual |
Q: | How can I find out the results of the voting at the Annual Meeting? |
A: | Preliminary voting results will be announced at the Annual Meeting. Final voting results will be set forth in a Current Report on Form 8-K to be filed by the Company with the SEC no later than four business days after the Annual Meeting. |
Q: | How can I submit a question at the Annual Meeting? |
A: | If you want to submit a question during the Annual Meeting, log into www.virtualshareholdermeeting.com/ |
Q: | What if I have technical difficulties or trouble accessing the Annual Meeting? |
A: | If you encounter any technical difficulties with the virtual meeting platform on the meeting day, technical support phone numbers will be available on the virtual meeting registration page fifteen minutes prior to the start time of the meeting and will remain available until the Annual Meeting has ended. |
| Audit Committee | | |||
| Current Members: • Laurie L. Harris (Chair) • Kristin S. Rinne • Martin F. Bernstein • Kevin M. Rendino 4 Meetings in | | | Our Audit Committee oversees the integrity of our financial statements, compliance with applicable legal and regulatory requirements, effectiveness of our internal controls and audit function, and the qualifications, independence, and performance of our independent registered public accounting firm. Our Audit Committee also discussed with our independent registered public accounting firm the overall scope and plans for their audit and met with them on a regular basis without members of management. Our Audit Committee consults with our management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs. In addition, our Audit Committee: • Reviews our annual audited and quarterly financial statements and SEC reporting; • Reviews management’s 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; • Reviews our compliance with legal matters that have a significant impact on our financial statements; • Establishes procedures for the receipt and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; • Appoints, compensates, reviews procedures to ensure the independence of and oversees the work of, our independent registered public accounting firm, including approving services and fee arrangements; • Reviews with senior members of our management our policies and practices regarding risk assessment and risk • Approves all related party transactions; • Reviews periodically the adequacy and effectiveness of our internal and disclosure controls, including our policies regarding compliance with legal, regulatory, code of conduct, ethical and internal auditing standards; • Reviews earnings press releases prior to issuance; and • Reviews findings and recommendations of our independent registered public accounting firm and management’s response to their recommendations. | |
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| Our Audit Committee is currently comprised of the following | |
| Compensation Committee | | |||
| Current Members: • Mohan S. Gyani (Chair) • Kristin S. Rinne • Martin F. Bernstein | | | Our Compensation Committee is currently comprised of the following three directors: Mohan Gyani (Chair), Kristin Rinne and Martin Bernstein, each of whom is independent, as currently defined in Rule 5605(a)(2) and 5605(d)(2) of the Nasdaq listing standards. Mr. Waldis and Mr. Miller also attend Compensation Committee meetings in a non-voting observer capacity but do not participate in discussions regarding their own compensation. Each member of our Compensation Committee is • review and approve our compensation strategy and philosophy; • review and approve our annual corporate goals and objectives related to executive compensation and evaluate performance in light of these goals; • review and approve policies and all forms of compensation and other benefits to be provided to our employees (including our NEOs), including among other things the annual base salaries, bonus, stock options, restricted stock awards and other incentive compensation arrangements; • oversee the administration of our Clawback Policy; • evaluate the CEO’s performance and determine his salary and incentive compensation1; • in consultation with the CEO, determine the salaries and incentive compensation of our other executive officers; • make recommendations from time to time to our Board regarding non-employee director compensation matters; • recommend, for approval by the Board, the adoption or amendment of our equity and cash incentive plans; • administer our stock purchase plan and equity incentive plans; • oversee the administration of our other material employee benefit plans, including our 401(k) plan; • review and approve other aspects of our compensation policies and matters as they arise from time to time. | |
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| A more detailed description of our Compensation Committee’s functions can be found in our Compensation Committee charter, which can be found on the Investor Relations section of our website at www.synchronoss.com. Our Compensation Committee has also established a Key Employee Equity Awards Committee, with our CEO as the sole member, whose purpose is to approve equity awards to our newly hired and current employees, other than executive officers and subject to guidelines previously approved by our Compensation Committee. Our Key Employee Equity Awards Committee acted by unanimous written consent In accordance with Nasdaq listing standards, our Compensation Committee, under its charter, may select and retain, and is directly responsible for the appointment, compensation and oversight of, compensation consultants or any other third party to assist in the evaluation of director and officer compensation, as well as any other compensation matters. In addition, our Compensation Committee has the responsibility to consider the independence of these advisers in accordance with applicable law and/or Nasdaq listing standards. Our Compensation Committee | |
1 | The evaluation of the performance of the CEO has been moved to the Nominating/Corporate Governance Committee effective February 2023. |
| Business Development Committee | | |||
| Current Members: Jeffrey G. Miller (Chair) Stephen G. Waldis Mohan S. Gyani Martin F. Bernstein Kevin M. Rendino 0 Meetings in | | | The current members of our Business Development Committee are: Jeffrey G. Miller (Chair), | |
| Nominating/Corporate Governance Committee | | |||
| Current Members: • Kristin S. Rinne (Chair) • Laurie L. Harris | | | The current members of our Nominating/Corporate Governance Committee are: Kristin Rinne (Chair) and Laurie Harris. • Reviews and reports to our Board on a periodic basis with regard to matters of corporate governance; • Evaluates the performance of our CEO and establishes his annual goals;2 • Recommends qualified candidates to our Board for election as our directors, including the directors our Board proposes for election by the stockholders at the Annual Meeting and directors nominated by our stockholders; • Reviews, assesses and makes recommendations on the effectiveness of our corporate governance policies and on matters relating to the practices of directors and the functions and duties of the various Board committees; • Develops and implements our Board’s annual self-assessment process and works with our Board to implement improvements in their effectiveness; • Reviews succession plans periodically with our CEO relating to positions held by elected corporate officers; • Reviews and makes recommendations to our Board regarding the size and composition of our Board and the appropriate qualities and skills required of our directors in the context of the then current make-up of our Board and our business; and • Establishes and periodically reviews stock ownership guidelines for our executive officers and directors. | |
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| Our Nominating/Corporate Governance Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com. Our Nominating/Corporate Governance Committee has established procedures for the nomination process and leads the search for, selects and recommends candidates for election to our Board. Consideration of new director candidates typically involves a series of committee discussions, the review of information concerning candidates and interviews with selected candidates. Candidates for nomination to our Board typically have been suggested by other members of our Board or by our executive officers. From time to time, our Nominating/Corporate Governance Committee may engage the services of a third-party search firm to identify director candidates. Our Nominating/Corporate Governance Committee also considers candidates proposed in writing by stockholders, provided those proposals meet the eligibility requirements for submitting stockholder proposals under our amended and restated bylaws, and are accompanied by certain required information about the candidate in accordance with our amended and restated bylaws and organizational documents. Candidates proposed by stockholders will be evaluated by our Nominating/Corporate Governance Committee using the same criteria as for all other candidates. Stockholders may contact the Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder nominations and proposals. For more information pertaining to stockholder proposal, see “Stockholder Proposals for the Next Annual Meeting.” In considering nominees for our Board, our Nominating/Corporate Governance Committee considers each candidate’s independence, personal and professional integrity, financial literacy or other professional or business experience relevant to an understanding of our business, ability to think and act independently and with sound judgment and ability to serve our stockholders’ 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. Although we have not adopted a formal policy, our Nominating/Corporate Governance Committee is committed to considering a diverse slate of candidates in identifying director nominees or in searching for new directors. | |
2 | The evaluation of the performance of the CEO moved from the Compensation Committee to the Nominating/Corporate Governance Committee effective February 2023. |
| Jeffrey Miller Age Current Positions • President, Chief Executive Officer and Director | | | Jeffrey Millerhas served as our President, Chief Executive Officer and a Director since March 2021, after holding the position of interim President and Chief Executive Officer since September 2020. Mr. Miller joined Synchronoss as Chief Commercial Officer in October 2018. Mr. Miller previously served as President of IDEAL Industries Technology Group from December 2017 to October 2018. Prior to IDEAL, Mr. Miller held several senior sales and operations positions at Motorola during a 16-year tenure, most recently as Corporate Vice President and General Manager of Operations in North America for Motorola Mobility, LLC. Mr. Miller received a degree in business from Miami University of Ohio and a master’s degree in Business Administration from The Ohio State University. Our Board believes Mr. Miller’s qualifications to sit on our Board include his broad experience in the software and services industry and his experience with our Company. | |
| Louis W. Ferraro Jr. Age Current Positions • Executive Vice President, Chief Financial Officer | | | Louis W. Ferraro Jr.joined Synchronoss in 2018 and has served as Executive Vice President, Chief Financial Officer since November 2022. Prior to serving as Chief Financial Officer, Mr. Ferraro was Acting Chief Financial Officer from August 2022 to November 2022 and Executive Vice President Financial Operations and Chief Human Resources Officer from November 2021 to August 2022. Prior to joining Synchronoss Mr. Ferraro was a business consultant for Populus Group supporting Comcast Corporation. From 2014 through 2016, he was the Chief Operating Officer and Chief Financial Officer of BrandYourself.com, Inc. where he led the finance and operations team during a period of intense growth. From 2010 to 2014, Mr. Ferraro served as Chief Financial Officer of AWI/iMobile as well as Chief Executive Officer of the Magicpins.com business unit. From 2008 to 2019 he served as the Chief Financial Officer of Vitaltrax.com. From 2004 to 2008, Mr. Ferraro was a senior vice president for IDT where he founded TuYo Mobile, a wireless MVNO. From 1991 to 2004, he held various positions with AT&T Mobility and prior to that he held various finance and operations positions at Verizon Wireless. Mr. Ferraro graduated with a Bachelor of Science degree from Montclair State University and earned is CPA in New Jersey. | |
|
Patrick J. Doran Age Current Positions • Executive Vice President, Chief Technology Officer | | | Patrick J. Doran has served as our Executive Vice President, Chief Technology Officer since January 2007. Prior to that position, Mr. Doran served in various positions, including Vice President of Research & Development and Chief Architect since joining our Company in 2002. From 2000 to 2002, Mr. Doran was a Senior Development Engineer at Agility Communications, a member of the technical staff at AT&T/Lucent from 1996 to 2000 and a Software Engineer at General Dynamics from 1995 to 1996. Mr. Doran received a bachelor’s degree in computer and systems engineering from Rensselaer Polytechnic Institute and a master’s degree in Systems and Industrial Engineering from Purdue University. | |
| Christina B. Gabrys Age Current Positions • Senior Vice President, Chief Legal Officer, Secretary | | | Christina B. Gabrysjoined Synchronoss in 2016 as senior counsel. She was promoted to Assistant General Counsel in 2018 and Chief Compliance Officer in 2020. She was promoted to Senior Vice President, Chief Legal Officer and Secretary in July 2021. Prior to joining Synchronoss, Ms. Gabrys was counsel for Openwave Messaging from 2013 through 2016. From 2007 through 2013, Ms. Gabrys was an associate at a boutique litigation firm. She holds a Bachelor of Arts in Philosophy, History and Communications from Cornell College, a Juris Doctorate from the University of Illinois College of Law and a Master of Laws in International Commercial Law from the University of Nottingham. | |
| Compensable Position / Event | | | Compensation | |
| Initial Equity Grant | | | Non-qualified stock option to purchase | |
| Annual Cash Retainer | | | $50,000 | |
| Annual Equity Grant | | | Restricted Stock awards with an aggregate grant date fair value of $200,000(2) | |
| Committee Chairperson Retainer | | | $20,000 (Audit) $15,000 (Compensation) $10,000 (Nominating/Corporate Governance) $10,000 (Business Development) | |
| Committee Member Annual Cash Retainer | | | $10,000 (Audit) $5,000 (Nominating/Corporate Governance) $5,000 (Business Development) | |
(1) | Options vest one-third in three equal installments on the anniversary date of the grant date. |
(2) |
| Name* | | Fees Earned or Paid in Cash ($) | | All Other Compensation | | Stock Awards(1)(2) ($) | | Total ($) | | Name* | | Fees Earned or Paid in Cash ($) | | All Other Compensation | | Stock Awards(1)(2) ($) | | Option Awards(1) ($) | | Total ($) | | |||||||||
| Stephen G. Waldis | | $300,000 | | $4,500(3) | | $186,667 | | $491,167 | | Stephen G. Waldis | | $300,000 | | -0- | | $154,097 | | -0- | | $454,097 | | |||||||||
| Mohan Gyani | | $70,000 | | -0- | | $124,444 | | $194,444 | | Mohan Gyani | | $73,047 | | -0- | | $74,663 | | -0- | | $147,710 | | |||||||||
| Laurie Harris | | $75,757 | | -0- | | $124,444 | | $200,201 | | Laurie Harris | | $75,000 | | -0- | | $74,663 | | -0- | | $149,663 | | |||||||||
| Kristin S. Rinne | | $82,238 | | -0- | | $124,444 | | $206,682 | | Kristin S. Rinne | | $82,500 | | -0- | | $74,663 | | -0- | | $157,163 | | |||||||||
| Martin F. Bernstein | | $72,500 | | -0- | | $124,444 | | $196,944 | | Martin F. Bernstein | | $72,500 | | -0- | | $74,663 | | -0- | | $147,163 | | |||||||||
| William Cadogan | | $16,250(4) | | -0- | | $0 | | $16,250 | | Kevin M. Rendino | | $0(3) | | -0- | | $0 | | $5,101 | | $5,101 | |
(1) | The amounts in this column reflect the aggregate grant date fair value of the restricted stock awards computed in accordance with FASB ASC Topic No. 718. See Note |
(2) | Due to the limited availability of shares remaining for issuance under our 2015 Equity Incentive Plan in |
(3) |
Mr. |
| Financial Performance Measures | | | The ranges set for financial performance measures are designed to reward success without encouraging excessive risk taking. Pursuant to our performance-based equity | |
| Equity Vesting Periods | | | Time-based restricted stock awards and stock options typically vest over three years. The performance-based restricted cash units or shares and the performance-based cash awards are earned upon determination of the achievement of our performance metrics established for the performance period and vest after the completion of the three year | |
| Equity Retention Guidelines | | | All executive officers 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 | | | 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 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 | | | As part of our Workplace Code of Ethics and 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. We adopted a general compensation recovery, or clawback, policy covering our annual and long-term incentive award plans and arrangements consistent with the requirements of the Exchange Act Rule 10D-1 on November 30, 2023. | |
| Named Executive Officer | | | Title as of December 31, 2023 | |
| Jeffrey Miller | | | Chief Executive Officer and President | |
| Louis Ferraro Jr. | | | Executive Vice President, Chief Financial Officer | |
| Christopher Hill(1) | | | Executive Vice President, Chief Commercial Officer | |
| Patrick Doran | | | Executive Vice President, Chief Technology Officer | |
| Christina Gabrys | | | Senior Vice President, Chief Legal Officer, Secretary | |
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(1) | Mr. |
| Pay for Performance | | | Provide a strong relationship of pay to performance through: • Performance-based cash bonus tied primarily to achievement of corporate short-term financial and strategic goals. • Long term incentive awards that deliver value based on the performance of our Common Stock and the achievement of pre-determined, objective financial and business goals. | |
| Emphasis on Variable Compensation | | | • Total compensation is heavily weighted toward incentive compensation (i.e., annual cash bonuses and long-term equity incentives). • Annual performance-based cash bonuses focus our NEOs on key short-term financial and strategic, goals. • Long-term incentives focus our NEOs 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’ interests with the long-term interests of our stockholders. | |
| Fixed Compensation Component | | | Provide base salary based on our Compensation Committee’s general understanding of current competitive compensation practices in the market and amongst a group of pre-defined peers, our NEO’s role and responsibilities, length of tenure, internal pay equity, and individual and Company performance. | |
| At-Risk Compensation | | | A majority of the compensation of our CEO and our other NEOs is “at-risk,” meaning it is tied to Company performance over the short- and/or long-term. | |
| Incentive Award Metrics | | | Objective incentive award metrics tied to key Company performance indicators are established and approved at the beginning of the performance period. | |
| Performance Long-Term Incentives | | | The number of performance-based restricted cash units or shares earned is based on our financial performance over a specified period, aligning our NEOs’ interests with the long-term interests of our stockholders. | |
| Time-Based Equity Vesting | | | Equity awards subject to time-based vesting vest ratably over three years to promote retention. | |
| Stock Ownership Guidelines | | | Maintain stock ownership guidelines to support the alignment of interests between our NEOs and stockholders. | |
| No Hedging | | | Prohibition on hedging exposure of, or direct interest in, our Common Stock. | |
| No Pledging | | | Prohibition on 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 on November 30, 2023. | |
• | Fifty percent (50%) are earned based on the total shareholder return of the Company’s Common Stock on NASDAQ in |
| 8x8 Inc. | | | Jamf Holding Corp. | | | | |
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| Base Salary | | | Objective: Key Features: • NEO base salaries are initially determined as a result of negotiation between the executive and our management in consultation with, and subject to the approval of, our Compensation Committee. • Our Compensation Committee reviews base salaries annually and has discretion to provide increases based on our Compensation Committee’s understanding of current competitive pay practices, promotions, our CEO’s recommendation (except for his own salary), changes in responsibilities and performance, annual budget for increases, our overall financial and operational results, the general economy, length of tenure, internal pay equity and other factors our Compensation Committee deems Process: • In February of each year, our CEO recommends base salaries for NEOs other than himself for the following twelve months. • Our Compensation Committee reviews the proposed base salary changes with input from its compensation consultant. • Our Compensation Committee approves annual base salaries for our NEOs and reports the salaries to our full Board. | |
| Annual Cash Incentive Bonus | | | Objective: Annual cash incentive bonuses are awarded under a performance-based compensation program and are designed to align the interests of our NEOs and stockholders by providing compensation based on the achievement of pre-established corporate and/or business goals and individual performance. Key Features: • Each year, the target bonus for each NEO is set by our Compensation Committee based on each NEO’s employment agreement provisions, our CEO’s recommendation (except for his own target bonus), internal pay equity, our Compensation Committee’s general understanding of current competitive pay practices and other factors it deems appropriate. • The incentive compensation for our NEOs 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. • If we achieve results that are below certain threshold levels, these NEOs receive no cash incentive bonus, while results that are above certain threshold levels result in cash incentive bonuses above target levels. Process: • Our Compensation Committee participates in our Board’s review of our annual operating plan in the beginning of the year. • Our CEO recommends bonus targets as a percentage of base salary for each NEO other than • Our management recommends financial and other performance measures, weightings and ranges. • Our Compensation Committee reviews proposed bonus targets, performance measures and ranges provided by management and, with input from its compensation consultant, approves bonus targets, performance measures and ranges that it believes establish appropriately challenging goals. • After the end of the calendar year, our management presents our Company’s financial results to our Board. • Our Compensation Committee reviews the results and determines whether to make any adjustments to the recommendations and then approves each NEO’s bonus award. • Our Compensation Committee reports bonus award determinations to our full Board. | |
| Long-Term Incentive Awards | | | Objectives: Key Features: • Our Compensation Committee grants stock options and time-based vesting restricted stock awards and performance-based restricted cash units to our NEOs with the grant date fair value based on our Compensation Committee’s general understanding of current competitive pay practices, our CEO’s recommendation (except for his own awards), input from our compensation consultant, internal pay equity, evaluation of each NEO’s performance, and other factors our Compensation Committee deems appropriate. • Our Compensation Committee allocates long-term incentive awards among stock options, time-based vesting restricted stock awards and performance-based restricted cash units based on grant date fair value (with vesting terms that generally extend up to three years) with the intent to provide NEOs with a balanced retention and performance opportunity and to closely align our NEOs’ long-term objectives with those of our stockholders. • In Process: • In the first fiscal quarter, our CEO recommends a grant date fair value of awards for executives other than himself. • Our Compensation Committee reviews proposed performance measures and ranges provided by management and competitive market data from our peer group and, with input from its compensation consultant, approves performance measures and ranges that it believes establish appropriately challenging goals. • Our Compensation Committee approves the number of time-based • Our Compensation Committee reports equity award determinations to our full Board. At the end of the performance period, our Compensation Committee reviews the Company’s financial performance for the relevant performance period and determines the amount of earned cash and cash units that are subject to performance-based vesting. | |
| Severance and Change in Control Benefits | | | Objective: Key Features: • Events triggering payment require a termination of an NEO’s employment by our Company without cause or by an NEO for good reason. NEOs are entitled to enhanced benefits if the qualifying termination occurs during a specified period before or after a change in control (i.e., double-trigger). • Change in Control benefits do not include any tax gross-ups. • Our Compensation Committee has determined these termination-related benefits are appropriate to preserve productivity and encourage retention in the face of potentially disruptive circumstances. These arrangements also include restrictive covenants that help protect our Company from competition and solicitation of employees and customers. • Each NEO will only be eligible to receive severance payments if he or she signs a general release of claims against our Company following an eligible termination. | |
| Name | | | Base Salary As of December 31, | |
| Jeffrey Miller | | | $ 520,000 | |
| Louis Ferraro Jr. | | | $ 390,000 | |
| Christopher Hill1 | | | $385,000 | |
| Patrick Doran | | | $ 400,000 | |
| Christina Gabrys | | | $ | |
|
| Name | | | Target Incentive Bonus Percentage | | | Maximum Bonus Percentage | |
| Jeffrey Miller | | | 100% of base salary | | | 175% of base salary | |
| Louis Ferraro | | | 70% of base salary | | | 122.5% of base salary | |
| Christopher Hill | | | 100% of base salary | | | 175% of base salary | |
| Patrick Doran | | | | | | ||
| Christina Gabrys | | | | | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | 100% payout | | | Maximum 175% payout | |
| Revenue | | | 40% | | | $261,000,000 | | | $272,000,000 | | | $285,000,000 | |
| Adjusted Free Cash Flow | | | 40% | | | $500,000 | | | $3,000,000 | | | $6,000,000 | |
| Cloud Subscriber Growth (Year over Year) | | | 20% | | | 1,600,000 | | | 2,600,000 | | | 3,600,000 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | 100% payout | | | Maximum 175% payout | |
| Revenue | | | 40% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Net Cash Flow | | | 40% | | | $1,000,000 | | | $5,800,000 | | | $12,000,000 | |
| Operating Income | | | 20% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| Executive | | | Target Bonus | | | Percentage of Target Awarded | | | Actual Bonus Awarded | |
| Jeffrey Miller | | | $500,000 | | | 70% | | | $350,000 | |
| Louis Ferraro(1) | | | $204,167 | | | 70% | | | $142,917 | |
| Patrick Doran | | | $269,500 | | | 70% | | | $188,650 | |
| Christopher Hill | | | $385,000 | | | 70% | | | $269,500 | |
| Christina Gabrys | | | $145,000 | | | 70% | | | $101,250 | |
| Executive | | | Target Bonus | | | Percentage of Target Awarded | | | Actual Bonus Awarded | |
| Jeffrey Miller | | | $520,000 | | | 34.5% | | | $179,400 | |
| Louis Ferraro | | | $273,000 | | | 34.5% | | | $94,185 | |
| Patrick Doran | | | $340,000 | | | 34.5% | | | $117,300 | |
| Christopher Hill1 | | | $385,000 | | | 34.5% | | | $132,825 | |
| Christina Gabrys | | | $198,000 | | | 34.5% | | | $68,310 | |
| Name | | | Number of Shares Subject to Options | | | Number of Shares Subject to Restricted Shares | | | Number of Performance- Based Restricted Cash Units | |
| Jeffrey Miller | | | 418,301 | | | 418,301 | | | 836,601 | |
| Taylor Greenwald* | | | 0 | | | 0 | | | 326,797 | |
| Louis Ferraro | | | 115,359 | | | 115,359 | | | 230,719 | |
| Christopher Hill | | | 163,399 | | | 163,399 | | | 326,797 | |
| Patrick Doran | | | 163,399 | | | 163,399 | | | 326,797 | |
| Christina Gabrys | | | 65,359 | | | 65,359 | | | 130,719 | |
| Name | | | Number of Shares Subject to Restricted Shares1 | | | Number of Performance- Based Restricted Cash Units1 | | | Amount of Performance- Based Cash Awards | |
| Jeffrey Miller | | | 52,856 | | | 52,856 | | | 2,219,900 | |
| Louis Ferraro | | | 12,767 | | | 12,767 | | | 536,100 | |
| Christopher Hill | | | 15,023 | | | 15,023 | | | 630,700 | |
| Patrick Doran | | | 18,023 | | | 18,023 | | | 756,800 | |
| Christina Gabrys | | | 7,212 | | | 7,212 | | | 302,800 | |
| 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 | |
| Patrick Doran | | | 138,121 | | | 46,041 | | | 46,040 | | | 46,040 | |
| Name | | | 2020–2022 Target Performance Units | | | 2020 Target Performance Units | | | Attainment % | | | Units Earned | | | 2021 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 110,497 | | | 36,832 | | | 43.33% | | | 15,961 | | | 36,832 | | | 66.7% | | | 24,556 | |
| Patrick Doran | | | 138,121 | | | 46,041 | | | 43.33% | | | 19,951 | | | 46,040 | | | 66.7% | | | 30,695 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 331∕3% | | | $261,000,000 | | | $272,000,000 | | | $285,000,000 | |
| Adjusted EBITDA | | | 331∕3% | | | $36,500,000 | | | $46,500,000 | | | $56,500,000 | |
| TSR | | | 331∕3% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $252,600,000 | | | 0% | | | 331∕3% | | | 0% | |
| Adjusted EBITDA | | | $48,100,000 | | | 116% | | | 331∕3% | | | 38.7% | |
| TSR | | | 9th | | | 0% | | | 331∕3% | | | 0% | |
| Name | | | 2022 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 36,833 | | | 38.7% | | | 14,242 | |
| Patrick Doran | | | 46,041 | | | 38.7% | | | 17,802 | |
| Name | | | 2021–2023 Target Performance Units | | | 2021 Target Performance Units | | | 2022 Target Performance Units | | | 2023 Target Performance Units | |
| Jeffrey Miller | | | 303,797 | | | 101,266 | | | 101,266 | | | 101,265 | |
| Louis Ferraro | | | 59,459 | | | 19,820 | | | 19,820 | | | 19,819 | |
| Christopher Hill | | | 136,937 | | | 45,646 | | | 45,646 | | | 45,645 | |
| Patrick Doran | | | 135,135 | | | 45,045 | | | 45,045 | | | 45,045 | |
| Christina Gabrys | | | 14,254 | | | 4,752 | | | 4,751 | | | 4,751 | |
| Name | | | 2021–2023 Target Performance Units | | | 2021 Target Performance Units | | | 2022 Target Performance Units | | | 2023 Target Performance Units | |
| Jeffrey Miller | | | 33,756 | | | 11,252 | | | 11,252 | | | 11,252 | |
| Louis Ferraro | | | 6,607 | | | 2,202 | | | 2,202 | | | 2,203 | |
| Patrick Doran | | | 15,015 | | | 5,005 | | | 5,005 | | | 5,005 | |
| Christina Gabrys | | | 1,585 | | | 528 | | | 528 | | | 529 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 33 1∕3% | | | $275,000,000 | �� | | $295,000,000 | | | $315,000,000 | |
| Adjusted EBITDA | | | 33 1∕3% | | | $35,000,000 | | | $50,000,000 | | | $65,000,000 | |
| TSR | | | 33 1∕3% | | | 35th | | | 50th | | | 75th | |
| Name | | | 2021–2023 Target Performance Units | | | 2021 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 303,797 | | | 101,266 | | | 54.17% | | | 54,852 | |
| Louis Ferraro | | | 59,459 | | | 19,820 | | | 54.17% | | | 10,737 | |
| Christopher Hill | | | 136,937 | | | 45,645 | | | 54.17% | | | 24,726 | |
| Patrick Doran | | | 135,135 | | | 45,045 | | | 54.17% | | | 24,400 | |
| Christina Gabrys | | | 14,254 | | | 4,752 | | | 54.17% | | | 2,574 | |
| Name | | | 2021–2023 Target Performance Units | | | 2021 Target Performance Units | | | Attainment % | | | Units Earned | | | 2022 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 33,756 | | | 11,252 | | | 54.2% | | | 6,095 | | | 11,252 | | | 38.7% | | | 4,351 | |
| Louis Ferraro | | | 6,607 | | | 2,202 | | | 54.2% | | | 1,193 | | | 2,202 | | | 38.7% | | | 852 | |
| Patrick Doran | | | 15,015 | | | 5,005 | | | 54.2% | | | 2,712 | | | 5,005 | | | 38.7% | | | 1,936 | |
| Christina Gabrys | | | 1,585 | | | 528 | | | 54.2% | | | 287 | | | 1,585 | | | 38.7% | | | 206 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 331∕3% | | | $261,000,000 | | | $272,000,000 | | | $285,000,000 | |
| Adjusted EBITDA | | | 331∕3% | | | $36,500,000 | | | $46,500,000 | | | $56,500,000 | |
| TSR | | | 331∕3% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 331∕3% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Adjusted EBITDA | | | 331∕3% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| TSR | | | 331∕3% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $252,600,000 | | | 0% | | | 331∕3% | | | 0% | |
| Adjusted EBITDA | | | $48,100,000 | | | 116% | | | 331∕3% | | | 38.7% | |
| TSR | | | 9th | | | 0% | | | 331∕3% | | | 0% | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $220,000,000 | | | 0% | | | 331∕3% | | | 0% | |
| Adjusted EBITDA | | | $44,500,000 | | | 54.3% | | | 331∕3% | | | 18.1% | |
| TSR | | | 27.5th | | | 50% | | | 331∕3% | | | 16.7%1 | |
1 | The achievement of 27.5th percentile based on the TSR calculated over the last twenty days of 2023 would have resulted in zero payout under the plan, but due to the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan resulting in a payout of 16.7% for 2023 under the 2021-2023 long-term incentive plan. |
| Name | | 2022 Target Performance Units | | Attainment % | | Units Earned | | Name | | 2023 Target Performance Units | | Attainment % | | Units Earned | | ||||||
| Jeffrey Miller | | 101,266 | | 38.7% | | 39,156 | | Jeffrey Miller | | 33,756 | | 34.8% | | 3,913 | | ||||||
| Louis Ferraro | | 19,820 | | 38.7% | | 7,664 | | Louis Ferraro | | 2,202 | | 34.8% | | 766 | | ||||||
| Christopher Hill | | 45,645 | | 38.7% | | 17,649 | | Patrick Doran | | 5,005 | | 34.8% | | 1,741 | | ||||||
| Patrick Doran | | 45,045 | | 38.7% | | 17,417 | | Christina Gabrys | | 528 | | 34.8% | | 185 | | ||||||
| Christina Gabrys | | 4,751 | | 38.7% | | 1,838 | |
| Name | | | 2022–2024 Target Performance Units | | | 2022 Target Performance Units | | | 2023 Target Performance Units | | | 2024 Target Performance Units | |
| Jeffrey Miller | | | 836,601 | | | 278,867 | | | 278,867 | | | 278,867 | |
| Louis Ferraro | | | 230,719 | | | 76,907 | | | 76,906 | | | 76,906 | |
| Christopher Hill | | | 326,797 | | | 108,933 | | | 108,932 | | | 108,932 | |
| Patrick Doran | | | 326,797 | | | 108,933 | | | 108,932 | | | 108,932 | |
| Christina Gabrys | | | 130,719 | | | 43,573 | | | 43,573 | | | 43,573 | |
| Name | | | 2022–2024 Target Performance Units | | | 2022 Target Performance Units | | | 2023 Target Performance Units | | | 2024 Target Performance Units | |
| Jeffrey Miller | | | 92,956 | | | 30,986 | | | 30,985 | | | 30,985 | |
| Louis Ferraro | | | 25,632 | | | 8,544 | | | 8,544 | | | 8,544 | |
| Patrick Doran | | | 36,311 | | | 12,103 | | | 12,104 | | | 12,104 | |
| Christina Gabrys | | | 14,525 | | | 4,841 | | | 4,842 | | | 4,842 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $261,000,000 | | | $272,000,000 | | | $285,000,000 | |
| Adjusted EBITDA | | | 25% | | | $36,500,000 | | | $46,500,000 | | | $56,500,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $261,000,000 | | | $272,000,000 | | | $285,000,000 | |
| Adjusted EBITDA | | | 25% | | | $36,500,000 | | | $46,500,000 | | | $56,500,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $252,600,000 | | | 0% | | | 25% | | | 0% | |
| Adjusted EBITDA | | | $48,100,000 | | | 116% | | | 25% | | | 29% | |
| TSR | | | 9th | | | 0% | | | 50% | | | 0% | |
| Name | | | 2022 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 278,867 | | | 29% | | | 80,871 | |
| Louis Ferraro | | | 76,907 | | | 29% | | | 22,303 | |
| Christopher Hill | | | 108,933 | | | 29% | | | 31,590 | |
| Patrick Doran | | | 108,933 | ��� | | 29% | | | 31,590 | |
| Christina Gabrys | | | 43,573 | | | 29% | | | 12,636 | |
| Name | | | 2022 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 30,985 | | | 29% | | | 8,986 | |
| Louis Ferraro | | | 8,545 | | | 29% | | | 2,480 | |
| Patrick Doran | | | 12,104 | | | 29% | | | 3,511 | |
| Christina Gabrys | | | 4,841 | | | 29% | | | 1,404 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Adjusted EBITDA | | | 25% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Name | | | 2023 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 30,985 | | | 38.6% | | | 11,961 | |
| Louis Ferraro | | | 8,545 | | | 38.6% | | | 3,299 | |
| Patrick Doran | | | 12,104 | | | 38.6% | | | 4,673 | |
| Christina Gabrys | | | 4,841 | | | 38.6% | | | 1,869 | |
| Name | | | 2023–2025 Target Performance Units | | | 2023 Target Performance Units | | | 2024 Target Performance Units | | | 2025 Target Performance Units | |
| Jeffrey Miller | | | 52,856 | | | 17,619 | | | 17,619 | | | 17,618 | |
| Louis Ferraro | | | 12,767 | | | 4,256 | | | 4,256 | | | 4,255 | |
| Patrick Doran | | | 18,023 | | | 6,008 | | | 6,008 | | | 6,007 | |
| Christina Gabrys | | | 7,212 | | | 2,404 | | | 2,404 | | | 2,404 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Adjusted EBITDA | | | 25% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $220,000,000 | | | 0% | | | 25% | | | 0% | |
| Adjusted EBITDA | | | $44,500,000 | | | 54.3% | | | 25% | | | 13.6% | |
| TSR | | | 27.5th | | | 50% | | | 50% | | | 25%1 | |
1 | The achievement of 27.5th percentile based on the TSR calculated over the last twenty days of 2023 would have resulted in zero payout under the plan, but due to the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan resulting in a payout of 25% for 2023 under the 2023-2025 long-term incentive plan. |
| Name | | | 2023 Target Performance Units | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | 17,619 | | | 38.6% | | | 6,801 | |
| Louis Ferraro | | | 4,256 | | | 38.6% | | | 1,643 | |
| Patrick Doran | | | 6,007 | | | 38.6% | | | 2,319 | |
| Christina Gabrys | | | 2,404 | | | 38.6% | | | 928 | |
| Name | | | 2023–2025 Target Performance Cash | | | 2023 Target Performance Cash | | | 2024 Target Performance Cash | | | 2025 Target Performance Cash | |
| Jeffrey Miller | | | $2,219,900 | | | $739,967 | | | $739,967 | | | $739,966 | |
| Louis Ferraro | | | $536,100 | | | $178,700 | | | $178,700 | | | $178,700 | |
| Patrick Doran | | | $756,800 | | | $252,267 | | | $252,267 | | | $252,266 | |
| Christina Gabrys | | | $302,800 | | | $100,934 | | | 100,933 | | | 100,933 | |
| Corporate Component | | | Weighting | | | Threshold 50% payout | | | Target 100% payout | | | Maximum 200% payout | |
| Revenue | | | 25% | | | $226,000,000 | | | $238,000,000 | | | $267,000,000 | |
| Adjusted EBITDA | | | 25% | | | $44,000,000 | | | $53,000,000 | | | $63,000,000 | |
| TSR | | | 50% | | | 35th | | | 50th | | | 75th | |
| Corporate Component | | | Achievement | | | Plan Payout | | | Weighting | | | Payout | |
| Revenue | | | $220,000,000 | | | 0% | | | 25% | | | 0% | |
| Adjusted EBITDA | | | $44,500,000 | | | 54.3% | | | 25% | | | 13.6% | |
| TSR | | | 27.5th | | | 50% | | | 50% | | | 25%1 | |
1 | The achievement of 27.5th percentile based on the TSR calculated over the last twenty days of 2023 would have resulted in zero payout under the plan, but due to the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan resulting in a payout of 25% for 2023 under the 2023-2025 long-term incentive plan. |
| Name | | | 2023 Target Performance Cash | | | Attainment % | | | Units Earned | |
| Jeffrey Miller | | | $739,967 | | | 38.6% | | | $285,628 | |
| Louis Ferraro | | | $178,700 | | | 38.6% | | | $68,979 | |
| Patrick Doran | | | $252,267 | | | 38.6% | | | $97,376 | |
| Christina Gabrys | | | $100,934 | | | 38.6% | | | $38,961 | |
(1) The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(8) | | | Non-Equity Incentive Plan Compensation ($)(9) | | | All Other Compensation ($) | | | Total ($) | |
| Jeffrey Miller President and Chief Executive Officer | | | 2022 | | | 500,000 | | | | | 1,413,856(3) | | | 485,229 | | | 350,000 | | | 7,000(10) | | | 2,756,085 | | |
| 2021 | | | 500,000 | | | | | 3,293,156 | | | 603,768 | | | 244,000 | | | 7,000 | | | 4,647,924 | | ||||
| 2020 | | | 403,110 | | | | | 600,000 | | | 113,857 | | | 291,647 | | | 7,000 | | | 1,415,614 | | ||||
| Louis Ferraro Chief Financial Officer | | | 2022 | | | 345,833 | | | | | 439,582(4) | | | 146,527 | | | 142,917 | | | 7,000(10) | | | 1,081,860 | | |
| 2021 | | | 321,250 | | | | | 262,215 | | | 87,480 | | | 74,466 | | | 7,000 | | | 752,411 | | ||||
| Christopher Hill Chief Commercial Officer | | | 2022 | | | 385,000 | | | | | 583,333(5) | | | 194,445 | | | 269,500 | | | 7,000(10) | | | 1,439,278 | | |
| 2021 | | | 358,750 | | | | | 534,893 | | | 106,776 | | | 174,358 | | | 7,000 | | | 1,181,777 | | ||||
| 2020 | | | 321,083 | | | 15,000 | | | — | | | 148,426 | | | 273,813 | | | 7,000 | | | 765,322 | | |||
| Patrick Doran Chief Technology Officer | | | 2022 | | | 379,890 | | | | | 583,333(6) | | | 194,445 | | | 188,650 | | | 7,000(10) | | | 1,353,318 | | |
| 2021 | | | 362,771 | | | | | 932,433 | | | 121,892 | | | 124,533 | | | 7,000 | | | 1,548,629 | | ||||
| 2020 | | | 323,903 | | | | | 750,000 | | | 142,322 | | | 175,131 | | | 7,000 | | | 1,398,356 | | ||||
| Christina Gabrys Chief Legal Officer | | | 2022 | | | 281,250 | | | | | 233,333(7) | | | 77,777 | | | 101,250 | | | 7,000(10) | | | 700,610 | | |
| Taylor Greenwald(11) Former Chief Financial Officer | | | 2022 | | | 254,583 | | | | | — | | | — | | | — | | | — | | | 254,583 | | |
| 2021 | | | 65,000 | | | | | 900,000 | | | 300,183 | | | 45,500 | | | — | | | 1,270,683 | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($)(2) | | | Option Awards ($)(8) | | | Non-Equity Incentive Plan Compensation ($)(9) | | | All Other Compensation ($) | | | Total ($) | |
| Jeffrey Miller President and Chief Executive Officer | | | 2023 | | | 505,000 | | | | | 899,080(3) | | | -0- | | | 465,028(12) | | | 7,000(10) | | | 1,876,108 | | |
| 2022 | | | 500,000 | | | | | 1,413,856 | | | 485,229 | | | 350,000 | | | 7,000(10) | | | 2,756,085 | | ||||
| 2021 | | | 500,000 | | | | | 3,293,156 | | | 603,768 | | | 244,000 | | | 7,000(10) | | | 4,647,924 | | ||||
| Louis Ferraro Chief Financial Officer | | | 2023 | | | 378,750 | | | | | 217,166(4) | | | -0- | | | 163,164(13) | | | 7,000(10) | | | 766,080 | | |
| 2022 | | | 345,833 | | | | | 439,582 | | | 146,527 | | | 142,917 | | | 7,000(10) | | | 1,081,860 | | ||||
| 2021 | | | 321,250 | | | | | 262,215 | | | 87,480 | | | 74,466 | | | 7,000(10) | | | 752,411 | | ||||
| Patrick Doran Chief Technology Officer | | | 2023 | | | 388,750 | | | | | 306,572(5) | | | -0- | | | 214,676(14) | | | 7,000(10) | | | 916,998 | | |
| 2022 | | | 379,890 | | | | | 583,333 | | | 194,445 | | | 188,650 | | | 7,000(10) | | | 1,353,318 | | ||||
| 2021 | | | 362,771 | | | | | 932,433 | | | 121,892 | | | 124,533 | | | 7,000(10) | | | 1,548,629 | | ||||
| Christina Gabrys Chief Legal Officer | | | 2023 | | | 300,000 | | | 100,000(11) | | | 122,677(6) | | | -0- | | | 107,271(15) | | | 7,000(10) | | | 636,948 | |
| 2022 | | | 281,250 | | | | | 233,333 | | | 77,777 | | | 101,250 | | | 7,000(10) | | | 700,610 | | ||||
| Christopher Hill Former Chief Commercial Officer | | | 2023 | | | 385,000 | | | | | 255,542(7) | | | -0- | | | 213,975(16) | | | 7,000(10) | | | 861,517 | | |
| 2022 | | | 385,000 | | | | | 583,333 | | | 194,445 | | | 269,500 | | | 7,000(10) | | | 1,439,278 | | ||||
| 2021 | | | 358,750 | | | | | 534,893 | | | 106,776 | | | 174,358 | | | 7,000(10) | | | 1,181,777 | |
(1) | The amounts set forth in this column represent the subjective individual component portion of our annual cash incentive bonus awards paid to the NEOs in |
(2) | The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of the |
(3) | Mr. Miller was granted performance-based restricted cash units as |
(4) | Mr. Ferraro was granted performance-based restricted cash units as |
(5) |
Mr. Doran was granted performance-based restricted cash units as 2022-2024 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was |
$308,193. Ms. Gabrys was granted performance-based restricted cash units as |
(6) | Ms. Gabrys was granted performance-based restricted cash units as 2023-2025 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was $123,325. |
(7) | Mr. Hill was granted performance-based restricted cash units as 2023-2025 Performance Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The grant date value of the performance-based restricted cash units assuming the highest level of performance conditions is achieved was $256,893. Because Mr. Hill’s employment was terminated effective December 31, 2023, prior to February 2024, he will not be entitled to any 2021-2023, 2022-2024 or 2023-2025 performance based restricted cash units. |
(8) | The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of option awards granted to our NEOs. See Note |
(9) | The amounts under this column include amounts earned based on our Company’s annual cash incentive bonus compensation plan and the Performance-Based Cash Awards described under “Compensation Discussion and Analysis” above. |
(10) | Reflects amounts paid for 401(k) Company match. |
(11) |
(12) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $179,400 and the Performance Cash |
(13) | The |
(14) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $117,300 and the Performance Cash Awards earned under the 2023-2025 Performance-Based Cash Awards Plan for the performance |
(15) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $68,310 and the Performance Cash Awards earned under the 2023-2025 Performance-Based Cash Awards Plan for the performance year 2023 in the amount of $38,961. The Performance Cash Awards will not |
(16) | The amounts in this column reflect the amount earned under the 2023 Executive Bonus Plan in the amount of $132,825 and the Performance Cash Awards earned under the 2023-2025 Performance-Based Cash Awards Plan for the performance year 2023 in the amount of $81,150. Mr. Hill’s employment with the company terminated effective December 31, 2023 and as such all performance-based awards |
| Name(s) | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Number of Shares of Stock or Units (#) | | Awards Securities Underlying Options (#)) | | Exercise or Base Price of Option Awards ($/Sh) | | Value of Stock and Option Awards ($)(3) | | Name(s) | | Grant Date | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Number of Shares of Stock or Units (#) | | Awards Securities Underlying Options (#)) | | Exercise or Base Price of Option Awards ($/Sh) | | Value of Stock and Option Awards ($)(3) | | ||||||||||||||||||||||||||||||||||
| Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | | Target (#) | | Maximum (#) | | |||||||||||||||||||||||||||||||||||||||||||||
| Jeffrey Miller | | | | 250,000 | | 500,000 | | 1,000,000 | | 418,301 | | 836,601 | | 1,673,202 | | | | | | Jeffrey Miller | | | | 52,000 | | 520,000 | | 910,000 | | 6,607 | | 52,856 | | 105,712 | | | | | | ||||||||||||||||||||||||||||||
| 7/12/2022 | | | | | | | | 418,301 | | 418,301 | | 1.16 | | 970,458 | | | 3/28/2023 | | 277,488 | | 2,219,900 | | 4,439,800 | | | | | 52,856 | | -0- | | | 451,919 | | |||||||||||||||||||||||||||||||||||
| Louis Ferraro(4) | | | | 102,084 | | 204,167 | | 408,334 | | 65,360 | | 130,719 | | 261,438 | | | | | | Louis Ferraro | | | | 27,300 | | 273,000 | | 477,750 | | 1,596 | | 12,767 | | 25,534 | | | | | | ||||||||||||||||||||||||||||||
| 7/8/2022 | | | | | | | | 65,359 | | 65,359 | | 1.19 | | 155,554 | | | 3/28/2023 | | 67,012 | | 536,100 | | 1,072,200 | | | | | 12,767 | | -0- | | | 109,158 | | |||||||||||||||||||||||||||||||||||
| 8/9/2022 | | | | | 25,000 | | 50,000 | | 100,000 | | 25,000 | | 25,000 | | 1.65 | | 82,500 | | Chris Hill(4) | | | | 38,500 | | 385,000 | | 673,750 | | 1,878 | | 15,023 | | 30,046 | | | | | | |||||||||||||||||||||||||||||||
| 11/2/2022 | | | | | 25,000 | | 50,000 | | 100,000 | | 25,000 | | 25,000 | | 1.10 | | 55,000 | | | 3/28/2023 | | 78,838 | | 630,700 | | 1,261,400 | | | | | 15,023 | | -0- | | | 128,447 | | ||||||||||||||||||||||||||||||||
| Chris Hill | | | | 192,500 | | 385,000 | | 770,000 | | 163,399 | | 326,797 | | 653,594 | | | | | | Patrick Doran | | | | 34,000 | | 340,000 | | 595,000 | | 2,253 | | 18,023 | | 36,046 | | | | | | ||||||||||||||||||||||||||||||
| 7/8/2022 | | | | | | | | 163,399 | | 163,399 | | 1.19 | | 388,890 | | | 3/28/2023 | | 94,600 | | 756,800 | | 1,513,600 | | | | | 18,023 | | -0- | | | 154,096 | | |||||||||||||||||||||||||||||||||||
| Patrick Doran | | | | 134,750 | | 269,500 | | 539,000 | | 163,399 | | 326,797 | | 653,594 | | | | | | Christina Gabrys | | | | 19,800 | | 198,000 | | 346,500 | | 902 | | 7,212 | | 14,424 | | | | | | ||||||||||||||||||||||||||||||
| 7/8/2022 | | | | | | | | 163,399 | | 163,399 | | 1.19 | | 388,890 | | | 3/28/2023 | | 37,850 | | 302,800 | | 605.600 | | | | | 7,212 | | -0- | | | 61,663 | | |||||||||||||||||||||||||||||||||||
| Christina Gabrys | | | | 72,500 | | 145,000 | | 290,000 | | 65,360 | | 130,719 | | 261,438 | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 7/8/2022 | | | | | | | | 65,359 | | 65,359 | | 1.19 | | 155,554 | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Taylor Greenwald(5) | | | 136,500 | | 273,000 | | 546,000 | | 163,399 | | 326,797 | | 653,594 | | | | | |
(1) | Each of our NEOs was granted a non-equity incentive plan award pursuant to our |
(2) | Reflects |
(3) | The amount in this column reflects the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of stock awards |
(4) | Mr. |
| • | | | Jeffrey Miller: On | |
| • | | | Louis Ferraro, Jr.: On | |
| • | | | Christopher Hill: On | |
| • | | | Patrick Doran: On | |
| • | | | On | |
| | | 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 (#)(1) | |
| Jeffrey Miller | | | 84,357(2) | | | | | 6.20 | | | 11/2/2025 | | | | | | | | | | |||||
| | | 26,061(3) | | | 3,723 | | | 6.88 | | | 6/6/2026 | | | | | | | | | | |||||
| | | 24,554(4) | | | 12,278 | | | 5.43 | | | 2/20/2027 | | | | | | | | | | |||||
| | | 83,649(5) | | | 167,299 | | | 3.95 | | | 3/8/2028 | | | | | | | | | | |||||
| | | | | 418,301(6) | | | 1.16 | | | 7/12/2029 | | | | | | | | | | ||||||
| | | | | | | | | | | 101,266(7) | | | 62,785 | | | | | | |||||||
| | | | | | | | | | | 418,301(8) | | | 259,347 | | | | | | |||||||
| | | | | | | | | | | | | | | 77,349(9) | | | 47,956 | | |||||||
| | | | | | | | | | | | | | | 455,695(10) | | | 282,531 | | |||||||
| | | | | | | | | | | | | | | 257,383(11) | | | 159,577 | | |||||||
| | | | | | | | | | | | | | | 836,601(12) | | | 518,693 | | |||||||
| Louis Ferraro | | | 8,283(3) | | | | | 6.88 | | | 6/6/2026 | | | | | | | | | | |||||
| | | 13,812(4) | | | 6,906 | | | 5.43 | | | 2/20/2027 | | | | | | | | | | |||||
| | | 25,000(13) | | | | | 3.74 | | | 9/11/2027 | | | | | | | | | | ||||||
| | | 9,910(14) | | | 19,820 | | | 2.94 | | | 6/14/2028 | | | | | | | | | | |||||
| | | 10,000(15) | | | 10,000 | | | 2.91 | | | 8/5/2028 | | | | | | | | | | |||||
| | | | | 65,359(6) | | | 1.19 | | | 7/8/2029 | | | | | | | | | | ||||||
| | | | | 25,000(16) | | | 1.65 | | | 8/9/2029 | | | | | | | | | | ||||||
| | | | | 25,000(17) | | | 1.10 | | | 11/2/2029 | | | | | | | | | | ||||||
| | | | | | | | | | | 65,359(18) | | | 40,523 | | | | | | |||||||
| | | | | | | | | | | 25,000(19) | | | 15,500 | | | | | | |||||||
| | | | | | | | | | | 25,000(20) | | | 15,500 | | | | | | |||||||
| | | | | | | | | | | | | | | 50,376(11) | | | 31,233 | | |||||||
| | | | | | | | | | | | | | | 230,719(12) | | | 143,046 | | |||||||
| Christopher Hill | | | 8,283(3) | | | | | 6.88 | | | 6/6/2026 | | | | | | | | | | |||||
| | | 13,812(4) | | | 6,906 | | | 5.43 | | | 2/20/2027 | | | | | | | | | �� | |||||
| | | 7,000(21) | | | 7,000 | | | 3.43 | | | 7/1/2027 | | | | | | | | | | |||||
| | | 25,000(13) | | | | | 3.74 | | | 9/11/2027 | | | | | | | | | | ||||||
| | | 11,712(14) | | | 23,423 | | | 2.94 | | | 6/14/2028 | | | | | | | | | | |||||
| | | 11,111(22) | | | 22,223 | | | 2.25 | | | 10/18/2028 | | | | | | | | | | |||||
| | | | | 163,399(6) | | | 1.19 | | | 7/8/2029 | | | | | | | | | | ||||||
| | | | | | | | | | | 23,423(23) | | | 14,522 | | | | | | |||||||
| | | | | | | | | | | 22,223 (24) | | | 13,788 | | | | | | |||||||
| | | | | | | | | | | 163,399(8) | | | 101,307 | | | | | | |||||||
| | | | | | | | | | | | | | | 116,017(11) | | | 71,930 | | |||||||
| | | | | | | | | | | | | | | 326,797(12) | | | 202,614 | | |||||||
| Patrick Doran | | | 64,152(25) | | | | | 16.33 | | | 5/8/2024 | | | | | | | | | | |||||
| | | 22,470(26) | | | | | 10.62 | | | 4/5/2025 | | | | | | | | | | ||||||
| | | 26,061(3) | | | 3,723 | | | 6.88 | | | 6/6/2026 | | | | | | | | | | |||||
| | | 30,693(4) | | | 15,347 | | | 5.43 | | | 2/20/2027 | | | | | | | | | | |||||
| | | 22,523(14) | | | 45,045 | | | 2.94 | | | 6/14/2028 | | | | | | | | | | |||||
| | | | | 163,399(6) | | | 1.19 | | | 7/8/2029 | | | | | | | | | | ||||||
| | | | | | | | | | | 45,045(23) | | | 27,928 | | | | | | |||||||
| | | | | | | | | | | 163,399(8) | | | 101,307 | | | | | | |||||||
| | | | | | | | | | | | | | | 96,686(9) | | | 59,945 | | |||||||
| | | | | | | | | | | | | | | 114,490(11) | | | 70,984 | | |||||||
| | | | | | | | | | | | | | | 326,797(12) | | | 202,614 | |
| | | 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 ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | |
| Christina Gabrys | | | 1,054(26) | | | | | 10.62 | | | 4/5/2025 | | | | | | | | | | |||||
| | | 1,325(3) | | | | | 6.88 | | | 6/6/2026 | | | | | | | | | | ||||||
| | | 2,209(4) | | | 1,105 | | | 5.43 | | | 2/20/2027 | | | | | | | | | | |||||
| | | 17,500(13) | | | | | 3.74 | | | 9/11/2027 | | | | | | | | | | ||||||
| | | 2,837(14) | | | 5,672 | | | 2.94 | | | 6/14/2028 | | | | | | | | | | |||||
| | | 1,667(27) | | | 3,333 | | | 2.98 | | | 8/02/2028 | | | | | | | | | | |||||
| | | | | 65,359(6) | | | 1.19 | | | 7/8/2029 | | | | | | | | | | ||||||
| | | | | | | | | | | 2,836(23) | | | 1,758 | | | | | | |||||||
| | | | | | | | | | | 3,333(28) | | | 2,066 | | | | | | |||||||
| | | | | | | | | | | 66,359(8) | | | 41,142 | | | | | | |||||||
| | | | | | | | | | | | | | | 30,000(29) | | | 18,600 | | |||||||
| | | | | | | | | | | | | | | 14,254(11) | | | 8,837 | | |||||||
| | | | | | | | | | | | | | | 130,719(12) | | | 81,046 | |
| | | Option Awards | | | Stock Awards | | |||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | 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 (#)(1) | |
| Jeffrey Miller | | | 15,493(2) | | | 30,985(2) | | | 10.44 | | | 7/12/2029 | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | 30,986(3) | | | 192,423 | | | | | | |||||||
| | | | | | | | | | | | | | | 50,634(4) | | | 314,437 | | |||||||
| | | | | | | | | | | | | | | 14,361(5) | | | 89,182 | | |||||||
| | | | | | | | | | | | | | | 51,932(6) | | | 322,498 | | |||||||
| | | | | | | | | | | | | | | 42,038(7) | | | 261,056 | | |||||||
| Louis Ferraro | | | 2,421(8) | | | 4,842(8) | | | 10.71 | | | 7/8/2029 | | | | | | | | | | ||||
| | | 926(9) | | | 1,852(9) | | | 14.85 | | | 8/9/2029 | | | | | | | | | | |||||
| | | 926(10) | | | 1,852(10) | | | 9.90 | | | 11/2/2029 | | | | | | | | | | |||||
| | | | | | | | | | | 4,842(11) | | | 30,069 | | | | | | |||||||
| | | | | | | | | | | 1,852(12) | | | 11,501 | | | | | | |||||||
| | | | | | | | | | | 1,852(13) | | | 11,501 | | | | | | |||||||
| | | | | | | | | | | 12,767(14) | | | 79,283 | | | | | | |||||||
| | | | | | | | | | | | | | | 2,811(5) | | | 17,456 | | |||||||
| | | | | | | | | | | | | | | 14,322(6) | | | 88.940 | | |||||||
| | | | | | | | | | | | | | | 10,154(7) | | | 63,056 | | |||||||
| Christopher Hill(15) | | | 1,167(16) | | | 389(16) | | | 30.87 | | | 7/1/2027 | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | 2,470(17) | | | 1,234(17) | | | 20.25 | | | 10/18/2028 | | | | | | | | | | |||||
| | | 6,052(8) | | | 12,104(8) | | | 10.71 | | | 7/8/2029 | | | | | | | | | | |||||
| | | | | | | | | | | 1,235(18) | | | 7,669 | | | | | | |||||||
| | | | | | | | | | | 6,052(11) | | | 37,583 | | | | | | |||||||
| | | | | | | | | | | 15,023(14) | | | 93,293 | | | | | | |||||||
| | | | | | | | | | | | | | | 6,476(5) | | | 40,216 | | |||||||
| | | | | | | | | | | | | | | 20,286(6) | | | 125,976 | | |||||||
| | | | | | | | | | | | | | | 11,948(7) | | | 74,197 | | |||||||
| Patrick Doran | | | 6,052(8) | | | 12,104(8) | | | 10.71 | | | 7/8/2029 | | | | | | | | | | ||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | 12,104(11) | | | 75,166 | | | | | | |||||||
| | | | | | | | | | | 18,023(14) | | | 111,923 | | | | | | |||||||
| | | | | | | | | | | | | | | 6,389(5) | | | 39,676 | | |||||||
| | | | | | | | | | | | | | | 20,286(6) | | | 125,976 | | |||||||
| | | | | | | | | | | | | | | 14,334(7) | | | 89,014 | | |||||||
| Christina Gabrys | | | 372(19) | | | 184(19) | | | 26.82 | | | 8/02/2028 | | | | | | | | | | ||||
| | | 2,421(8) | | | 4,842(8) | | | 10.71 | | | 7/8/2029 | | | | | | | | | | |||||
| | | | | | | | | | | | | | | | | | |||||||||
| | | | | | | | | | | 186(20) | | | 1,155 | | | | | | |||||||
| | | | | | | | | | | 4,842(11) | | | 30,069 | | | | | | |||||||
| | | | | | | | | | | 7,212(14) | | | 44,787 | | | | | | |||||||
| | | | | | | | | | | | | | | 676(5) | | | 4,198 | | |||||||
| | | | | | | | | | | | | | | 8,114(6) | | | 50,388 | | |||||||
| | | | | | | | | | | | | | | 5,736(7) | | | 35,621 | |
(1) | Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing market price per share of our Common Stock on December |
(2) | The option vests over |
Reflects restricted stock awards granted on July 12, 2022. One-third of the shares vested on each of July 12, 2023, |
Reflects target number of Performance-Based Restricted Cash Units granted on March 8, 2021 upon Mr. Miller being appointed CEO. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2021, 2022, and 2023. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2023 provided the NEO is employed on such date. |
Reflects target number of 2021-2023 Performance-Based Restricted Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2021, 2022, and 2023. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2023 provided the NEO is employed on such date. |
Reflects target number of 2022-2024 Performance-Based Restricted Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The amount shown reflects the target award if all of the associated target performance metrics were achieved for each of the three years of 2022, 2023, and 2024. The actual number of cash units earned could range from 0 to two times the amount and will be determined in March of the following year for each fiscal year. These cash units will become fully vested when the actual number of cash units is determined for the fiscal year 2024 provided the NEO is employed on such date. |
Reflects target number of 2023-2025 Performance-Based Restricted Cash Units as described in greater detail in “Compensation Discussion and Analysis” above. The |
The option vests over three years from the vesting start date of |
The option vests over three years from the vesting start date of August 9, 2022, with one-third vested on each of August 9, 2023, August 9, 2024, and August 9, 2025, provided the NEO has continuous service with the Company through such vesting dates. As a result, the option will be fully exercisable on August 9, 2025. |
The option vests over three years from the vesting start date of November 2, 2022, with one-third vested on each of November 2, 2023, November 2, 2024, and November 2, 2025, provided the NEO has continuous service with the Company through such vesting dates. As a result, the option will be fully exercisable on November 2, 2025. |
Reflects restricted stock awards granted on July 8, 2022. One-third of the shares vested on each of July 8, 2023, |
Reflects restricted stock awards granted on August 9, 2022. One-third of the restricted stock awards vested on each of August 9, 2023, August 9, 2024, and August 9, 2025, provided the NEO has continuous service with the Company through such date. As a result, the restricted stock awards will be fully vested on August 9, 2025. |
Reflects restricted stock awards granted on November 2, 2022. One-third of the restricted stock awards vested on each of November 2, 2023, November 2, 2024, and November 2, 2025, provided the NEO has continuous service with the Company through such date. As a result, the restricted stock awards will be fully vested on November 2, 2025. |
Reflects restricted stock awards granted on March 28, 2023. One-third of the shares vested on each of April 17, 2024, April 17, 2025, and April 17, 2026, provided the NEO has continuous service with the Company through such date. |
(15) | Mr. Hill’s employment with the Company was terminated effective December 31, 2024 and he will not continue to vest in any outstanding equity awards other than as set forth in his Consulting Agreement as described herein. |
(16) | The option vests over four years from the vesting start date of July 1, 2020, with one-fourth of the shares vesting on each of July 1, 2021, July 1, 2022, July 1, 2023, and July 1, 2024, provided the NEO has continuous service with the Company through such dates. As a result, the option will be fully exercisable on July 1, 2024. |
The option vests over three years from the vesting start date of October 18, 2021, with one-third vesting on each of October 18, 2022, October 18, 2023, and October 18, 2024, provided the NEO has continuous service with the Company through such dates. As a result, the option will be fully exercisable on October 18, 2024. |
Reflects restricted stock awards granted on October 18, 2021. One-third of the restricted stock awards vests on each of October 18, 2022, October 18, 2023, and October 18, 2024, provided the NEO has continuous service with the Company through such dates. As a result, the restricted stock awards will be fully vested on October 18, 2024. |
The option vests over three years from the vesting start date of August 2, 2021, with one-third vested on August 2, 2022 and one-third will vest on each of |
Reflects restricted stock awards granted on August 2, 2021. One-third of the restricted stock awards vests on each of August 2, 2022, |
| | | Option Awards | | Stock Awards | | | | 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 ($)(1) | | Name | | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) | | ||||||||
| Jeffrey Miller | | -0- | | -0- | | 127,204 | | 192,557 | | Jeffrey Miller | | -0- | | -0- | | 21,119 | | 170,305 | | ||||||||
| Taylor Greenwald | | -0- | | -0- | | -0- | | -0- | | Louis Ferraro | | -0- | | -0- | | 5,375 | | 41,576 | | ||||||||
| Louis Ferraro | | -0- | | -0- | | 14,367 | | 18,915 | | Christopher Hill2 | | -0- | | -0- | | 6,691 | | 67,497 | | ||||||||
| Christopher Hill | | -0- | | -0- | | 29,468 | | 37,475 | | Patrick Doran | | -0- | | -0- | | 6,891 | | 71,826 | | ||||||||
| Patrick Doran | | -0- | | -0- | | 68,852 | | 100,349 | | Christina Gabrys | | -0- | | -0- | | 1,927 | | 23,162 | | ||||||||
| Christina Gabrys | | -0- | | -0- | | 3,822 | | 5,546 | |
(1) | For option awards, value realized on exercise is based on the fair market value of our Common Stock on the exercise date less the exercise price. For stock awards, value realized on vesting is based on the fair market value of our Common Stock on the vesting date. In neither case do the amounts set forth above necessarily reflect proceeds actually received by the NEO. Our NEOs will only realize value on these awards when the underlying shares are sold, which value may differ from the value shown in the table above as it is dependent on the price at which such shares of Common Stock are actually sold. |
(2) | Mr. Hill’s employment with the Company was terminated effective December 31, 2023. |
| Name | | Benefit | | Voluntary Resignation/ Termination for Cause ($) | | 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 ($) | | Name | | Benefit | | Voluntary Resignation/ Termination for Cause ($) | | 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 | | 1,297,000 | | 500,000 | | 2,089,000 | | Jeffrey Miller | | Severance(1) | | 0 | | 1,569,400 | | 520,000 | | 2,084,200 | | ||||||||||
| | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | ||||||||||||
| | Restricted Stock Acceleration(3) | | 0 | | 0 | | 322,132 | | 322,132 | | | Restricted Stock Acceleration(3) | | 0 | | 0 | | 555,596 | | 555,596 | | ||||||||||||
| | Benefit Continuation(4) | | 0 | | 28,201 | | 28,201 | | 28,201 | | | Benefit Continuation(4) | | 0 | | 31,872 | | 31,872 | | 31,872 | | ||||||||||||
| | Total Value | | 0 | | 1,325,201 | | 850,333 | | 2,439,333 | | | Total Value | | 0 | | 1,602,272 | | 1,107,468 | | 2,671,668 | | ||||||||||||
| Louis Ferraro | | Severance(1) | | 0 | | 725,538 | | 204,167 | | 967,383 | | Louis Ferraro | | Severance(1) | | 0 | | 762,827 | | 273,000 | | 1,017,102 | | ||||||||||
| | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | ||||||||||||
| | Restricted Stock Acceleration(3) | | 0 | | 0 | | 83,811 | | 83,811 | | | Restricted Stock Acceleration(3) | | 0 | | 0 | | 139,197 | | 139,197 | | ||||||||||||
| | Benefit Continuation(4) | | 0 | | 23,457 | | 46,914 | | 35,186 | | | Benefit Continuation(5) | | 0 | | 26,460 | | 52,920 | | 39,690 | | ||||||||||||
| | Total Value | | 0 | | 748,995 | | 322,604 | | 1,086,380 | | | Total Value | | 0 | | 789,287 | | 465,117 | | 1,195,989 | | ||||||||||||
| Christopher Hill | | Severance(1) | | 0 | | 910,394 | | 385,000 | | 1,213,858 | | Patrick Doran | | Severance(1) | | 0 | | 829,463 | | 340,000 | | 1,105,950 | | ||||||||||
| | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | ||||||||||||
| | Restricted Stock Acceleration(3) | | 0 | | 0 | | 129,608 | | 129,608 | | | Restricted Stock Acceleration(3) | | 0 | | 0 | | 202,632 | | 202,632 | | ||||||||||||
| | Benefit Continuation(5) | | 0 | | 16,139 | | 32,279 | | 24,209 | | | Benefit Continuation(5) | | 0 | | 28,092 | | 56,184 | | 42,138 | | ||||||||||||
| | Total Value | | 0 | | 926,533 | | 546,896 | | 1,367,675 | | | Total Value | | 0 | | 857,555 | | 598,816 | | 1,328,220 | | ||||||||||||
| Patrick Doran | | Severance(1) | | 0 | | 812,387 | | 269,500 | | 1,083,183 | | Christina Gabrys | | Severance(1) | | 0 | | 622,170 | | 198,000 | | 829,560 | | ||||||||||
| | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | ||||||||||||
| | Restricted Stock Acceleration(3) | | 0 | | 0 | | 129,235 | | 129,235 | | | Restricted Stock Acceleration(3) | | 0 | | 0 | | 76,992 | | 76,992 | | ||||||||||||
| | Benefit Continuation(5) | | 0 | | 20,771 | | 41,543 | | 31,157 | | | Benefit Continuation(5) | | 0 | | 0 | | 0 | | 0 | | ||||||||||||
| | Total Value | | 0 | | 833,158 | | 450,278 | | 1,243,575 | | | Total Value | | 0 | | 622,170 | | 274,992 | | 906,552 | | ||||||||||||
| Christina Gabrys | | Severance(1) | | 0 | | 544,208 | | 145,000 | | 725,610 | | ||||||||||||||||||||||
| | Option Acceleration(2) | | 0 | | 0 | | 0 | | 0 | | |||||||||||||||||||||||
| | Restricted Stock Acceleration(3) | | 0 | | 0 | | 44,347 | | 44,347 | | |||||||||||||||||||||||
| | Benefit Continuation(5) | | 0 | | 0 | | 0 | | 0 | | |||||||||||||||||||||||
| | Total Value | | 0 | | 544,208 | | 189,966 | | 769,957 | |
(1) | For purposes of valuing cash severance payments in the table above, we used each NEO’s base salary as of December 31, |
(2) | The value of option acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, |
(3) | The value of restricted stock acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, |
(4) | Amounts reflect 24x the current monthly costs to us of the individual’s health and welfare benefits per year for Involuntary Termination without change in control; 24x the current costs to us of the individual’s health and welfare benefits per year for Death and Disability; 24x the current costs to us of the individual’s health and welfare benefits per year for Termination due to change in control. |
(5) | Amounts reflect 12x the current monthly costs to us of the individual’s health and welfare benefits per year for Involuntary Termination without change in control; 24x the current costs to us of the individual’s health and welfare benefits per year for Death |
| Name | | | Benefit | | | Payments ($) | |
| Christopher Hill | | | Severance | | | $910,394 | |
| | | Option Acceleration | | | None | | |
| | | Restricted Stock Acceleration | | | None | | |
| | | Benefit Continuation | | | None | | |
| | | Total Value | | | $910,394 | |
| Year | | Summary Compensation Table Total for First PEO(1) $ | | Summary Compensation Table Total for Second PEO(2) $ | | Compensation Actually Paid to First PEO(3)(4) $ | | Compensation Actually Paid to Second PEO(3)(4) $ | | Average Summary Compensation Table Total for Non-PEO NEOs(5) | | Average Compensation Actually Paid to Non-PEO NEOs(4)(6) | | | Value of Initial Fixed td00 Investment on December 31, 2019 Based on: | | | Net Income ($m) | | Operating Income (9) ($m) | | Year | | Summary Compensation Table Total for First PEO1 $ | | Summary Compensation Table Total for Second PEO2 $ | | Compensation Actually Paid to First PEO3,4 $ | | Compensation Actually Paid to Second PEO3,4 $ | | Average Summary Compensation Table Total for Non-PEO NEOs5 | | Average Compensation Actually Paid to Non-PEO NEOs4,6 | | | Value of Initial Fixed td00 Investment Based on: | | | Net Income ($m) | | Operating Income9 ($m) | | ||||||||||||||||||||
| Total Shareholder Return(7) | | Peer Group Total Shareholder Return(8) | | | Total Shareholder Return7 | | Peer Group Total Shareholder Return8 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2022 | | 2,756,085 | | n/a | | -17,242,931 | | n/a | | 1,143,767 | | -7,068,589 | | 13 | | 133 | | -7.7 | | 1.3 | | 2023 | | 1,876,108 | | n/a | | 3,083,332 | | n/a | | 795,386 | | 1,167,187 | | 15 | | 221 | | -54.6 | | 31.4 | | ||||||||||||||||||||
| 2021 | | 4,647,924 | | n/a | | -1,006,157 | | n/a | | 1,492,555 | | 1,635,495 | | 51 | | 207 | | -23.1 | | -19.0 | | 2022 | | 2,756,085 | | n/a | | -17,242,931 | | n/a | | 1,143,767 | | -7,068,589 | | 13 | | 133 | | -7.7 | | 1.3 | | ||||||||||||||||||||
| 2020 | | 1,415,614 | | 4,572,180 | | 719,085 | | -51,556,202 | | 1,414,545 | | -2,728,264 | | 99 | | 150 | | -10.4 | | -48.1 | | 2021 | | 4,647,924 | | n/a | | -1,006,157 | | n/a | | 1,492,555 | | 1,635,495 | | 51 | | 207 | | -23.1 | | -19.0 | | ||||||||||||||||||||
| 2020 | | 1,415,614 | | 4,572,180 | | 719,085 | | -51,556,202 | | 1,414,545 | | -2,728,264 | | 99 | | 150 | | -10.4 | | -48.1 | |
(1) | Jeffrey Miller has served as our PEO since September 2020. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Miller in the “Total” column of the Summary Compensation Table in the applicable fiscal year. |
(2) | Glenn Lurie served as our PEO from November 2017 to September 2020. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. |
(3) | In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid to our PEO during fiscal |
| | | 2022 | | | 2021 | | | 2020 | | ||||
| | | First PEO | | | First PEO | | | First PEO | | | Second PEO | | |
| Reported Summary Compensation Table Total ($) | | | 2,756,085 | | | 4,647,924 | | | 1,415,614 | | | 4,572,180 | |
| Reported Summary Compensation Table Stock Award Value ($) | | | -143,856 | | | -3,293,156 | | | -600,000 | | | -3,000,000 | |
| Reported Summary Compensation Table Option Award Value ($) | | | -485,229 | | | -603,768 | | | -113,857 | | | -1,000,000 | |
| Change in fair value of Equity granted prior to covered year that Vested during covered FY ($) | | | +1,152,298 | | | -994,456 | | | -632,989 | | | -18,462,100 | |
| Change in fair value of Unvested Equity at FYE granted prior to the covered FY ($) | | | -22,145,423 | | | -4,036,294 | | | -87,114 | | | -261,839 | |
| Fair value of Unvested Equity at FYE granted during the covered FY ($) | | | +1,623,195 | | | +3,273,593 | | | +737,432 | | | 0 | |
| Fair value of Awards that were Forfeited during the Applicable FY ($) | | | 0 | | | 0 | | | 0 | | | -33,404,444 | |
| Compensation Actually Paid ($) | | | -17,242,931 | | | -1,006,157 | | | 719,085 | | | -51,556,202 | |
| | | 2023 | | |
| Fiscal Year | | | PEO | |
| Summary Compensation Table Total | | | 1,876,108 | |
| - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | | 0 | |
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | (899,080) | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | 2,410,783 | |
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | (411,966) | |
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | 0 | |
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | 107,487 | |
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | 0 | |
| + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | 0 | |
| Compensation Actually Paid | | | 3,083,332 | |
(4) | For performance-based restricted cash units, the grant date fair value of awards used for Summary Compensation Table calculations assumes target performance. To determine the year-end fair values used in the Compensation Actually Paid calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year end date. |
(5) | The non-PEO NEOs for each year reported are as follows: |
| Year | | | First PEO | | | Second PEO | | | NEOs included in Average | |
| | | Jeffrey Miller | | | n/a | | | Louis Ferraro, Christopher Hill, Patrick Doran, Christina Gabrys | | |
| 2022 | | | Jeffrey Miller | | | n/a | | | Louis Ferraro, Christopher Hill, Patrick Doran, Christina Gabrys, Taylor Greenwald | |
| 2021 | | | Jeffrey Miller | | | n/a | | | Taylor Greenwald, Christopher Hill, Patrick Doran, Louis Ferraro, Ronald Prague, David Clark | |
| 2020 | | | Jeffrey Miller | | | Glenn Lurie | | | David Clark, Christopher Hill, Patrick Doran, Ronald Prague, Mary Clark | |
(6) | In accordance with SEC rules, the following adjustments were made to determine the compensation actually paid on average to our non-PEO NEOs during fiscal |
| | | 2022 | | | 2021 | | | 2020 | | |
| | | Avg NEO | | | Avg NEO | | | Avg NEO | | |
| Reported Summary Compensation Table Total ($) | | | 1,143,767 | | | 1,492,555 | | | 1,414,545 | |
| Reported Summary Compensation Table Stock Award Value ($) | | | -459,896 | | | -697,541 | | | -552,000 | |
| Reported Summary Compensation Table Option Award Value ($) | | | -153,299 | | | -151,601 | | | -234,804 | |
| Change in fair value of Equity granted prior to covered year that Vested during covered FY ($) | | | +115,754 | | | -137,824 | | | -1,995,008 | |
| Change in fair value of Unvested Equity at FYE granted prior to the covered FY ($) | | | -8,206,868 | | | -509,989 | | | -66,998 | |
| Fair value of Unvested Equity at FYE granted during the covered FY ($) | | | +491,952 | | | +1,639,896 | | | +542,938 | |
| Fair value of Awards that were Forfeited during the Applicable FY ($) | | | 0 | | | 0 | | | -1,836,937 | |
| Compensation Actually Paid ($) | | | -7,068,589 | | | 1,635,495 | | | -2,728,264 | |
| | | 2023 | | |
| Fiscal Year | | | Avg NEO | |
| Summary Compensation Table Total | | | 795,386 | |
| - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | | 0 | |
| - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | (225,489) | |
| + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | 604,504 | |
| + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | (39,510) | |
| + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | 0 | |
| + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | 32,297 | |
| - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | 0 | |
| + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | 0 | |
| Compensation Actually Paid | | | 1,167,187 | |
(7) | Calculated in the same manner as required under Item 201(e) of |
(8) |
(9) | Operating Income is a GAAP financial measure. |
(1) | PEO data for 2023, 2022 and 2021 represent the compensation actually paid to |
(1) | PEO data for 2023, 2022 and 2021 represent the compensation actually paid to |
(1) | PEO data for 2023, 2022 and 2021 represent the compensation actually paid to |
| Revenue | |
| Net Cash Flow | |
| Operating Income | |
| Adjusted EBITDA | |
(1) | The material in this report is not “soliciting material,” is not deemed “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. |
| | | Common Stock Beneficially Owned(1) | | ||||
| Name | | | Shares | | | % | |
| B. Riley Financial, Inc.(2) | | | 13,004,101 | | | 13.9 | |
| 180 Degree Capital Corp.(3) | | | 7,822,738 | | | 8.4 | |
| Allspring Global Investments, LLC(4) | | | 5,348,259 | | | 5.7 | |
| Directors, Current Executive Officers and Named Executive Officers | | | | | | ||
| Stephen Waldis(5) | | | 983,463 | | | 1.1 | |
| Jeffrey Miller(6) | | | 1,588,372 | | | 1.7 | |
| Christopher Hill(7) | | | 623,400 | | | * | |
| Patrick Doran(8) | | | 813,483 | | | * | |
| Louis Ferraro Jr.(9) | | | 382,518 | | | * | |
| Christina Gabrys(10) | | | 177,473 | | | * | |
| Kristin Rinne(11) | | | 344,234 | | | * | |
| Mohan Gyani(12) | | | 312,318 | | | * | |
| Laurie Harris(13) | | | 349,961 | | | * | |
| Martin Bernstein(14) | | | 378,277 | | | * | |
| All current executive officers and directors as a group (11 persons)(15) | | | 6,102,857 | | | 6.5 | |
| | | Common Stock Beneficially Owned(1) | | ||||
| Name | | | Shares | | | % | |
| B. Riley Financial, Inc.(2) | | | 1,464,467 | | | 14.2 | |
| 180 Degree Capital Corp.(3) | | | 888,893 | | | 8.6 | |
| Allspring Global Investments, LLC(4) | | | 590,372 | | | 5.7 | |
| The Vanguard Group(5) | | | 571,871 | | | 5.5 | |
| Directors, Current Executive Officers and Named Executive Officers | | | | | | ||
| Stephen Waldis(6) | | | 128,841 | | | 1.2 | |
| Jeffrey Miller(7) | | | 338,336 | | | 3.3 | |
| Patrick Doran(8) | | | 139,601 | | | 1.4 | |
| Louis Ferraro Jr.(9) | | | 84,050 | | | * | |
| Christina Gabrys(10) | | | 36,766 | | | * | |
| Christopher Hill | | | 56,286 | | | * | |
| Kristin Rinne(11) | | | 57,566 | | | * | |
| Mohan Gyani(12) | | | 48,020 | | | * | |
| Laurie Harris(13) | | | 55,290 | | | * | |
| Martin Bernstein(14) | | | 68,022 | | | * | |
| Kevin Rendino(15) | | | 888,892 | | | 8.6 | |
| All current executive officers and directors as a group (10 persons)(16) | | | 1,845,384 | | | 17.9 | |
* | Less than 1% |
(1) | Does not include |
(2) | B. Riley Financial, Inc. through its affiliates, B. Riley Securities, Inc. and BRF Investments, LLC (collectively, “B. Riley Financial”), beneficially owns |
(3) | 180 Degree Capital Corp. beneficially owns |
(4) | Allspring Global Investments Holdings, LLC. beneficially owns |
(5) | The Vanguard Group beneficially owns 571,871 shares of Common Stock, with sole dispositive power with respect to 567,751 of such shares, and shared dispositive power with respect to 4,120 of such shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. The foregoing information in this footnote is based on a Schedule 13G filed by The Vanguard Group on February 13, 2024. |
(6) | Includes |
Includes |
Includes |
(9) | Includes 22,415 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Includes 3,521 shares subject to options exercisable within 60 days of April 8, 2024. Excludes 6,125 shares subject to options not exercisable within 60 days of April 8, 2024. |
(10) | Includes 12,398 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Includes 2,735 shares subject to options exercisable within 60 days of April 8, 2024. Excludes 2,605 shares subject to options not exercisable within 60 days of April 8, 2024. |
(11) | Includes 13,051 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. |
(12) | Includes 13,051 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. |
(13) | Includes 13,051 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. |
(14) | Includes 12,023 shares of restricted Common Stock subject to the Company’s lapsing right of repurchase. Excludes |
Excludes 3,334 shares subject to options not exercisable within 60 days of April 8, 2024. |
(16) | Includes |
| Name | | | Age | | | Position | | | Class | | | Term Expiration Year | |
| Laurie Harris | | | 64 | | | Director | | | Class I | | | 2025 | |
| Jeffrey Miller | | | 59 | | | President, CEO and Director | | | Class I | | | 2025 | |
| Kristin S. Rinne | | | 68 | | | Director | | | Class II | | | 2023 | |
| Martin F. Bernstein | | | 36 | | | Director | | | Class II | | | 2023 | |
| Mohan Gyani | | | 71 | | | Director | | | Class III | | | 2024 | |
| Stephen G. Waldis | | | 55 | | | Executive Chair of the Board | | | Class III | | | 2024 | |
| Name | | | Age | | | Position | | | Class | | | Term Expiration Year | |
| Laurie Harris | | | 65 | | | Director | | | Class I | | | 2025 | |
| Jeffrey Miller | | | 60 | | | President, CEO and Director | | | Class I | | | 2025 | |
| Kristin S. Rinne | | | 69 | | | Director | | | Class II | | | 2026 | |
| Martin F. Bernstein | | | 37 | | | Director | | | Class II | | | 2026 | |
| Mohan Gyani | | | 72 | | | Director | | | Class III | | | 2024 | |
| Stephen G. Waldis | | | 56 | | | Executive Chair of the Board | | | Class III | | | 2024 | |
| Kevin M. Rendino | | | 57 | | | Director | | | Class III | | | 2024 | |
| Founder and Former Chief Executive Officer Executive Chair of the Board Director Since: 2000 Synchronoss Committee: • Business Development | | | Stephen G. Waldis has served as our Executive Chair since January 2017, having served as Chair of the Board since 2001, Chief Executive Officer from 2000 until January 2017 and as a director since founding Synchronoss in 2000. From 2000 until 2011, Mr. Waldis also served as President. From 1994 to 2000, Mr. Waldis served as Chief Operating Officer at Vertek Corporation, a privately held professional services company serving the telecommunications industry. From 1992 to 1994, Mr. Waldis served as Vice President of Sales and Marketing of Logical Design Solutions, a provider of telecom and interactive solutions. From 1989 to 1992, Mr. Waldis worked in various technical and product management roles at AT&T. Mr. Waldis received a Bachelor of Arts degree in corporate communications from Seton Hall University. Our Board believes Mr. Waldis’ 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. | |
| MOHAN S. GYANI Director Since: Synchronoss Committees: • Compensation (Chair) • Business Development | | | Mohan S. Gyani held several executive positions in the telecommunications industry including at AT&T Wireless from 2000 until he retired in 2003 as President and Chief Executive Officer of AT&T Wireless Mobility Services. Prior to AT&T, Mr. Gyani was Executive Vice President and CFO of AirTouch from 1994 to 1999. Mr. Gyani has served on numerous public and private company boards and is currently a member of the Board of Directors of Digital Turbine. Mr. Gyani received a bachelor’s degree and master’s in business administration from San Francisco State University. Our Board believes Mr. Gyani’s qualifications to sit on our Board include his extensive experience in the telecom and wireless industries and in senior financial positions. | |
| KEVIN M. RENDINO Director Since: 2023 Synchronoss Committees: • Audit • Business Development | | | Kevin M. Rendino has served as Chairman, Chief Executive Officer and Portfolio Manager of 180 Degree Capital Corp. since March 2017 and on its board of directors since June 2016. Prior to joining 180 Degree Capital, Mr. Rendino was the value team leader on the Basic Value Fund at BlackRock/Merrill Lynch for over 20 years. He is a frequent contributor to CNBC, Bloomberg TV, Fox Business, The New York Times and The Wall Street Journal. Mr. Rendino served as Chairman and Chief Executive Officer of RJG Capital from 2012 to 2016, on the Board of Directors of Rentech Inc. from May 2016 to February 2018, on the Board of Directors of TheStreet, Inc. from November 2017 to August 2019, and on the Board of Directors of Synacor from 2019 to 2021. He graduated from the Carroll School of Management at Boston College with a Bachelors in Science. | |
| LAURIE HARRIS Director Since: 2019 Synchronoss Committees: • Audit (Chair) • Nominating/Corporate Governance | | | Laurie L. Harris served as global engagement audit partner at PricewaterhouseCoopers LLP (PwC), a global and top-tier assurance, tax and advisory firm, for 25 years before retiring in 2018. Ms. Harris currently serves as a director of IWG, plc, Hagerty, Inc. and on several private company boards. Ms. Harris received a bachelor of science degree in business administration from the University of Southern California and is a licensed CPA in New York and California. Our Board believes Ms. Harris’ qualifications to sit on our Board include her extensive financial experience and her more than three decades of experience advising large public companies, private equity backed entities and Fortune 100 organizations. | |
| JEFFREY G. MILLER Director Since: 2021 Synchronoss Committees: • Business Development (Chair) | | | Jeffrey G. Miller has served as our President, Chief Executive Officer and a Director since March 2021, after holding the position of interim President and Chief Executive Officer since September 2020. Mr. Miller joined Synchronoss as Chief Commercial Officer in October 2018. Mr. Miller previously served as President of IDEAL Industries Technology Group from December 2017 to October 2018. Prior to IDEAL, Mr. Miller held several senior sales and operations positions at Motorola during a 16-year tenure, most recently as Corporate Vice President and General Manager of Operations in North America for Motorola Mobility, LLC. Mr. Miller received a degree in business from Miami University of Ohio and a master’s degree in Business Administration from The Ohio State University. Our Board believes Mr. Miller’s qualifications to sit on our Board include his broad experience in the software and services industry and his experience with our Company. | |
| KRISTIN S RINNE Director Since: 2018 Synchronoss Committees: • Audit • Nominating/Corporate Governance (Chair) • Compensation | | | Kristin S. Rinne held various senior positions at AT&T, including heading the company’s networks technologies organization, until she retired in 2014. Ms. Rinne brought early leadership in deploying GSM technology in the United States, setting the stage for the success of the 3GPP family of technologies. Ms. Rinne formerly held the positions of CTO of Cingular Wireless, 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. She sits on the board of directors for Ericsson LM Telephone Co and serves as the Chair of the technology and science committee, as well as sitting on the Board of Trustees at Washburn University Foundation. 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. | |
| MARTIN F. BERNSTEIN Director Since: 2021 Synchronoss Committees: • Audit • Compensation • Business Development | | | Martin F. Bernstein has served on the Board since July 2021. Mr. Bernstein brings extensive experience working with management teams and boards on capital allocation strategies, governance, financing and operational turnarounds. He currently | |
Governance |
(Chair) |
| | | Fiscal Year Ended | | ||||
| | | 2022 | | | 2021 | | |
| | | (In thousands) | | ||||
| Audit Fees(1) | | | $2,091 | | | $2,530 | |
| Audit Related(2) | | | $475 | | | 180 | |
| Tax Services | | | $— | | | $— | |
| Other | | | $7 | | | $7 | |
| Total Fees | | | $2,573 | | | $2,717 | |
| | | Fiscal Year Ended | | ||||
| | | 2023 | | | 2022 | | |
| | | (In thousands) | | ||||
| Audit Fees(1) | | | $2,189 | | | $2,091 | |
| Audit Related(2) | | | $211 | | | $475 | |
| Tax Services | | | $50 | | | $— | |
| Other | | | $0 | | | $7 | |
| Total Fees | | | $2,450 | | | $2,573 | |
(1) | For professional services rendered for the audits of annual financial statements, including the audit of annual financial statements and internal control over financial reporting for the years ended December 31, |
(2) | Audit related fees consisted of services with respect to the Statement on Standards for Attestation Engagements (SSAE) No. 16 to report on the controls and services provided to customers by service organizations. |
| 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) | |
| Equity compensation plans approved by security holders | | | 633,557(1) | | | $29.99 | | | 657,471(2) | |
| Equity compensation plans not approved by security holders | | | 15,525(3) | | | $49.07 | | | 125,991(4) | |
| TOTALS | | | 649,082 | | | $30.44 | | | 783,462 | |
(1) | In addition, as of December 31, 2023, there were 490,756 shares of unvested restricted common stock, which are subject to the risk of forfeiture if the underlying time-based vesting conditions are not satisfied. |
(2) | Consists of 657,471 shares available for issuance under the 2015 Equity Incentive Plan. |
(3) | In addition, as of December 31, 2023, there were 0 shares of unvested restricted common stock issued pursuant to the 2017 New Hire Incentive Plan. |
(4) | Consists of 125,991 shares available for issuance under the 2017 New Hire Incentive Plan. |
| • Earnings (before or after taxes) | | | • Return on operating revenue | |
| • Earnings per share | | | • Expense or cost reduction | |
| • Earnings before interest, taxes and depreciation | | | • Working capital | |
| • Earnings before interest, taxes, depreciation and amortization and as percentage of revenue | | | • Sales or revenue (in the aggregate or in specific growth areas) | |
| • Total stockholder return and/or value | | | • Economic value added (or an equivalent metric) | |
| • Return on equity or average stockholders’ equity | | | • Cash flow or cash balance | |
| • Return on assets, investment or capital employed | | | • Operating cash flow | |
| • Operating income and as percentage of revenue | | | • Cash flow per share | |
| • Gross margin | | | • Share price | |
| • Operating margin | | | • Debt reduction | |
| • Net operating income | | | • Customer satisfaction | |
| • Net operating income after tax | | | • Stockholders’ equity | |
| • Operating profits | | | • Net profits | |
| • Profit returns and margins | | | • Contract awards or backlog | |
| • Market Share | | | • Revenue excluding total advertising cost | |
| | | Number of Options | | | Shares of Restricted Stock Issued | | ||||||||||
| Name and Position | | | 2023 | | | Through April 8, 2024 | | | Weighted- Average Exercise Price of Granted Options | | | 2023 | | | Through April 8, 2024 | |
| Jeffrey Miller, Chief Executive Officer and Director | | | -0- | | | -0- | | | $0 | | | 52,856 | | | -0- | |
| Louis Ferraro Jr., Chief Financial Officer | | | -0- | | | -0- | | | $0 | | | 12,767 | | | -0- | |
| Christopher Hill, Former Chief Commercial Officer | | | -0- | | | -0- | | | $0 | | | 15,023 | | | -0- | |
| Patrick Doran, Chief Technology Officer | | | -0- | | | -0- | | | $0 | | | 18,023 | | | -0- | |
| Christina Gabrys, Chief Legal Officer, Secretary | | | -0- | | | -0- | | | $0 | | | 7,212 | | | -0- | |
| All current executive officers as a group | | | -0- | | | -0- | | | N/A | | | 90,858 | | | -0- | |
| All current directors who are not executive officers as a group | | | 3,334 | | | -0- | | | 4.68 | | | 66,115 | | | -0- | |
| Name | | | Number of Options | | | Shares of Restricted Stock | |
| Jeffrey Miller | | | -0- | | | 123,200 | |
| Patrick Doran | | | -0- | | | 45,500 | |
| Louis Ferraro | | | -0- | | | 42,000 | |
| Christina Gabrys | | | -0- | | | 28,000 | |
| All current executive officers as a group | | | -0- | | | 238,700 | |
| All current directors who are not executive officers as a group | | | -0- | | | 72,000 | |
| • Earnings (before or after taxes) | | | • Working capital | |
| • Earnings per share | | | • Expense or cost reduction | |
| • Earnings before interest, taxes and depreciation (as amount or % of revenue) | | | • Sales or revenue (in the aggregate or in specific growth areas) | |
| • Earnings before interest, taxes, depreciation & amortization (as amount or % of revenue) | | | • Economic value added (or an equivalent metric) | |
| • Total stockholder return and/or value | | | • Market share | |
| • Return on equity or average stockholders’ equity | | | • Cash flow or cash balance | |
| • Return on assets, investment or capital employed | | | • Operating cash flow | |
| • Operating income | | | • Cash flow per share | |
| • Gross margin | | | • Share price | |
| • Operating margin | | | • Debt reduction | |
| • Net operating income | | | • Customer satisfaction | |
| • Net operating income after tax | | | • Stockholders’ equity | |
| • Operating profits | | | • Net profits | |
| • Profit returns and margins | | | • Contract awards or backlog | |
| • Return on operating revenue | | | • Revenue excluding total advertising cost | |