UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:

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)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:

 
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Dear Stockholder:
I am pleased to invite you to our 2020 Annual Meeting of Stockholders, which will be held on June 3, 2020, at 10:00 a.m. Eastern Time. The 2020 Annual Meeting will be held virtually via a live interactive audio webcast on the Internet. You will be able to vote and submit your questions at www.virtualshareholdermeeting.com/SNCR2020 during the meeting. We elected to use a virtual meeting given the current public health implications of COVID-19 (novel coronavirus) and our desire to promote the health and welfare of our stockholders.
At the meeting, we will be electing three members of our Board of Directors, ratifying the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2020, holding an advisory vote on executive compensation and acting upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.
Details regarding the 2020 Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our Annual Report on Form 10-K for the year ended December 31, 2019. We encourage you to read this information carefully.
It is important that your shares be represented and voted at the 2020 Annual Meeting. As discussed in the Proxy Statement, voting by proxy does not deprive you of your right to attend the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE 2020 ANNUAL MEETING, WE HOPE YOU WILL VOTE AS SOON AS POSSIBLE. YOU MAY VOTE OVER THE INTERNET, BY TELEPHONE OR BY MAILING A PROXY CARD. VOTING OVER THE INTERNET, BY TELEPHONE OR BY WRITTEN PROXY WILL ENSURE YOUR REPRESENTATION AT THE 2020 ANNUAL MEETING REGARDLESS OF WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING. PLEASE REVIEW THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL REGARDING EACH OF THESE VOTING OPTIONS.
If you have any questions concerning the annual meeting or the proposals, please contact our Investor Relations department at (800) 575-7606. For questions regarding your stock ownership, you may contact our transfer agent, American Stock Transfer & Trust Co., by e-mail through their website at www.amstock.com or by phone at (800) 937-5449 (within the U.S. and Canada) or (718) 921-8124 (outside the U.S. and Canada).
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Synchronoss Technologies.
Sincerely,
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Glenn Lurie
President and Chief Executive Officer
April 16, 2020
 

 
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Synchronoss Technologies, Inc.
200 Crossing Boulevard
Bridgewater, New Jersey 08807
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF SYNCHRONOSS TECHNOLOGIES, INC.
Notice is hereby given that Synchronoss Technologies, Inc. (the “Company”) will hold its 2020 Annual Meeting of Stockholders (the “Annual Meeting”) on June 3, 2020 at 10:00 a.m. Eastern Time via a live interactive audio webcast on the Internet. We elected to use a virtual meeting given the current public health implications of COVID-19 (novel coronavirus) and our desire to promote the health and welfare of our stockholders. You will be able to vote and submit your questions at www.virtualshareholdermeeting.com/SNCR2020 during the meeting. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

Election of three members of the Company’s Board of Directors to serve until the 2023 annual meeting of stockholders of the Company;

Ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2020;

Advisory vote on executive compensation; and

Transaction of other business that may properly come before the meeting.
A Notice of Internet Availability of Proxy Materials (“Notice”) has been mailed to stockholders of record on or about April 16, 2020. The Notice contains instructions on how to access our proxy statement for our 2020 Annual Meeting of Stockholders (the “Proxy Statement”) and our annual report for the year ended December 31, 2019 on Form 10-K (together with the Proxy Statement, the “proxy materials”). The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: http://materials.proxyvote.com/87157B.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The stock transfer books will not be closed between the record date and the date of the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at Synchronoss’ corporate headquarters at the address listed above for the ten-day period prior to the Annual Meeting.
Only stockholders of record at the close of business on April 6, 2020 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement.
By order of the Board of Directors,
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Ronald J. Prague
Chief Legal Officer and Corporate Secretary
April 16, 2020
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 3, 2020. The proxy statement and annual report to stockholders and the means to vote by Internet are available at www.synchronoss.com.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING VIA THE LIVE WEBCAST, PLEASE FOLLOW THE INTERNET VOTING INSTRUCTIONS ON YOUR PROXY CARD TO ASSURE REPRESENTATION OF YOUR SHARES.
 

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

 
Proxy Summary
Proposals to be Voted On:
The following proposals will be voted on at the Annual Meeting of Stockholders.
For More Information
Board Recommendation
Proposal 1: Election of three directors
Page 64
✓ 
For Nominees
Proposal 2:
Ratification of appointment of Ernst & Young LLP as independent registered public accountants
Page 70
✓ 
For
Proposal 3:
Advisory vote on executive compensation
Page 72
✓ 
For
If you are a stockholder of record, you may cast your vote in any of the following ways:
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Internet
Phone
Mail
Live at Annual Meeting
You may vote by proxy via the Internet at www.proxyvote.com by following the instructions provided in the Notice or the proxy card.
You may vote by proxy by telephone by following the instructions provided in the Notice or the proxy card, by calling (800) 690-6903.
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.
Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholder
meeting.com/SNCR2020
If you are a beneficial owner holding shares through a bank, broker or other nominee, please refer to your Notice or other information forwarded by your bank or broker to see which voting options are available to you.
This proxy statement (“Proxy Statement”) is furnished in connection with solicitation of proxies by our Board of Directors (“Board”) for use at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to be held via a live interactive audio webcast on the Internet at 10:00 a.m. Eastern Time on Wednesday, June 3, 2020, and any postponements or adjournments thereof. Beginning on or about April 16, 2020, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials. As used in this proxy statement, the terms “Synchronoss,” the “Company,” “we,” “us,” and “our” mean Synchronoss Technologies, Inc. and its subsidiaries unless the context indicates otherwise.
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2020 PROXY STATEMENT HIGHLIGHTS
This summary highlights information contained elsewhere in our Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.
Voting Matters and Vote Recommendation
See “Proposals” starting on page 64 for more information.
Matter
Board vote recommendation
Management proposals:
Election of three directors
   
For the director nominees
Ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020 For
Advisory vote on Executive Compensation For
Board Nominees
The following table provides summary information about the director nominees for election at the Annual Meeting.
Name
Age
Director
Since
Occupation
Independent
Thomas Hopkins
63
2004
Managing Director, Colchester Capital, LLC
Yes
Kristin S. Rinne
65
2018
Retired, AT&T
Yes
Robert Aquilina
64
2018
Executive Partner, Siris Capital Group
Yes
Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm
Our Board recommends that stockholders vote to ratify the Audit Committee’s appointment of Ernst & Young LLP, an independent registered public accounting firm, as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
Advisory Vote on Executive Compensation
Our Board recommends that stockholders vote to approve, on an advisory basis, the compensation paid to our Named Executive Officers (“NEOs”) in 2019, as described in this Proxy Statement. At our 2019 Annual Meeting of Stockholders, our stockholders showed strong support for our executive compensation with approximately 96% of the shares voted in favor of the advisory vote on executive compensation. Although the results of the “say on pay” vote are advisory and not binding, our Board and our Compensation Committee value the opinions of our stockholders and take the results of the “say on pay” vote in to account when making decisions regarding the compensation of our NEOs. The Compensation Committee of our Board evaluates our executive compensation program each year in an effort to ensure it is in line with our stockholders’ interests.
We encourage stockholders to take into account the significant changes to our executive compensation program that we have made over the last several years in light of prior advisory votes including, among other things, adding new metrics to both our short-term and long-term compensation plans, including non-financial metrics to our short-term incentive plan, and meeting with stockholders as part of our annual stockholder outreach program.
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QUESTIONS & ANSWERS ABOUT THIS PROXY
MATERIAL & VOTING MATTERS
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 Wednesday, June 3, 2020 at 10:00 a.m. Eastern Time, and at any adjournment or postponement thereof, for the purpose of considering and acting upon the matters set forth herein. The Notice of Annual Meeting, this Proxy Statement and accompanying form of proxy card are being made available to you on or about April 16, 2020. This Proxy Statement includes information that we are required to provide to you under rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.
Q:
What is included in the proxy materials?
A:
The proxy materials include:

This Proxy Statement for the Annual Meeting;

Our Annual Report on Form 10-K for the year ended December 31, 2019; and

The proxy card or a voting instruction form for the Annual Meeting, if you have received the proxy materials in the mail.
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.
You can find directions on how to instruct us to send future proxy materials to you by email at www.proxyvote.com. Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email message next year with instructions containing a link to those materials and a link to the proxy voting website. Your election to receive proxy materials by email will remain in effect until you terminate it.
Q:
Who can vote at the Annual Meeting?
A:
Our voting securities consist of common stock (“Common Stock”), of which 44,600,762 shares were outstanding on the record date, and Series A Convertible Participating Perpetual Preferred Stock (the “Series A Preferred Stock”), of which 233,217 shares were outstanding on the record date. Holders of our Common Stock and Series A Preferred Stock are entitled to vote at the Annual Meeting in connection with the matters set forth in this Proxy Statement. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at Synchronoss’ principal executive offices at 200 Crossing Boulevard, Bridgewater, New Jersey for the ten-day period prior to the Annual Meeting.
Q:
How do I vote at the Annual Meeting?
A:
Stockholder of Record: Shares Registered in Your Name
If, on April 6, 2020, your shares were registered in your name with the Company’s
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transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record and may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy on the Internet or via telephone as instructed below or submit your proxy card to ensure your vote is counted.
If you are a stockholder of record, you may vote at the Annual Meeting or by one of the following methods:

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/​SNCR2020.
Please note that the Internet (other than during the Annual Meeting) and telephone voting facilities for stockholders of record is available 24 hours a day and will close at 11:59 p.m., Eastern Time on June 2, 2020. The individuals named as proxies will vote your shares in accordance with your instructions.
We provide Internet proxy voting to allow you to vote your shares on-line, with procedures designed to ensure the authenticity and correctness of your proxy vote. However,
please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If, on April 6, 2020, your shares of Common Stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you may direct your broker or other agent on how to vote the shares in your account.
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received instructions for granting proxies with these proxy materials from that organization rather than from the Company. A number of brokers and banks participate in a program provided through Broadridge Financial Services that enables beneficial holders to grant proxies to vote shares via telephone or the Internet. If your shares are held by a broker or bank that participates in the Broadridge program, you may grant a proxy to vote those shares telephonically by calling the telephone number on the instructions received from your broker or bank, or via the Internet at Broadridge’s website at www.proxyvote.com. To vote by Internet during the Annual Meeting, you must obtain your 16-digit control number from your broker, bank, or other agent.
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
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the Annual Meeting live online at www.virtualshareholdermeeting.com/​SNCR2020. The webcast will start at 10:00 a.m. Eastern Time on June 3, 2020. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www.proxyvote.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. On an as-converted basis, each share of our Series A Preferred Stock you owned on the record date entitles you to 55.5556 votes per share on each matter that is voted on. However, pursuant to the terms of our Series A Preferred Stock, the current holder thereof and its affiliates will only be entitled to cast an aggregate number of votes equal to 19.99% of the combined voting power of our Common Stock and Series A Preferred Stock (the “Voting Limitation”). For further detail, please see the section below entitled “Certain Related Party Transactions — Siris Capital Group — Certificate of Designation of the Series A Preferred Stock.”
Q:
What if I do not make specific voting selections?
A:
Stockholder of Record — If you are a stockholder of record and you:

Indicate when voting on the Internet or by telephone that you wish to vote as recommended by our Board, or

Sign and return a proxy card without giving specific voting instructions,
then your shares will be voted “For” the election of each of Thomas J. Hopkins, Kristin S. Rinne and Robert Aquilina as a member of the Company’s Board of Directors, “For” the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2020, and “For” the approval of the compensation of the Company’s named executive officers. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Beneficial Owner — If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on any matter other than Proposal 2 with respect to your shares. This is generally referred to as a “broker non-vote.”
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 change your vote using the Internet or telephone methods described above prior to 11:59 p.m., Eastern Time on June 2, 2020, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted.
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You may submit another properly completed timely proxy card with a later date.

You may send a written notice that you are revoking your proxy to the Company’s Secretary at 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807.

You may attend and vote during the Annual Meeting. Simply attending the meeting will not, by itself, revoke your previously delivered proxy.
If you are a beneficial owner of your shares and wish to change or revoke your previously delivered proxy, you must contact the broker, bank or other agent holding your shares and follow their instructions for changing your vote.
Q:
Who is paying for this proxy solicitation?
A:
The Company 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. The Company 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 the rules promulgated by the SEC, we have elected to furnish our proxy materials, including this Proxy Statement and our annual report, primarily via the Internet. Beginning on or about April 16, 2020, we mailed to our stockholders a “Notice of Internet Availability of Proxy Materials” that contains notice of the Annual Meeting and instructions on how to access our proxy materials on the Internet, how to vote at the
meeting and how to request printed copies of the proxy materials and annual report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained at http://materials.proxyvote.com/87157B. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.
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. On an as-converted basis, each share of our Series A Preferred Stock is entitled to
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55.5556 votes, subject to the Voting Limitation. 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?
Our directors are elected by a plurality of the votes cast at an annual meeting of stockholders, meaning the three nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. An instruction to “Withhold” authority to vote for a nominee will result in the nominee receiving fewer votes but will not count as a vote against the nominee. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote with respect to this proposal. Abstentions and “broker non-votes” (i.e., shares held by a broker or nominee that are represented at the Annual Meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal, such broker or nominee does not have discretionary voting power) will have no effect on the election of a nominee.
Ratification of the appointment by our Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2020 requires a “For” vote from the majority of the outstanding shares that are present at the Annual Meeting or represented by proxy and cast affirmatively or
negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted “For” or “Against” this proposal and will have no effect on this proposal. Because this proposal is a routine matter, a broker or other nominee may generally vote and therefore no broker non-votes are expected to exist in connection with this proposal.
The advisory approval of the compensation of the Company’s NEOs as described in this Proxy Statement requires a “For” vote from the majority of all of the outstanding shares that are present at the Annual Meeting or represented by proxy and cast affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted “For” or “Against” this proposal and will have no effect on this proposal. Even though your vote is advisory and therefore will not be binding on the Company, our Compensation Committee will review the voting results and take them into consideration when making future executive compensation decisions.
If there are insufficient votes to approve any of the matters, your proxy may be voted by the persons named in the proxy to adjourn the Annual Meeting in order to solicit additional proxies in favor of the approval of such proposal(s). If the Annual Meeting is adjourned for any reason, at any subsequent reconvening of the meeting, your proxy will be voted in the same manner as it would have been voted at the original Annual Meeting unless you revoke or withdraw your proxy. Your proxy may be voted in this manner even though it may have been voted on the same or any other matter at a previous session of the Annual Meeting.
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.
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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.
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/SNCR2020, type your question into the “Ask a Question” field, and click “Submit.” Questions pertinent to meeting matters will be read and answered during the meeting, subject to time constraints. The questions and answers will be available as soon as practical after the Annual Meeting at investor.okta.com and will remain available for one week after posting.
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, please call (800) 586-1548 (Toll Free) or (303) 562-9288 (International Toll). Technical support will be available starting at 9:30 a.m. Eastern Time on June 3, 2020 and will remain available until the Annual Meeting has ended.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON JUNE 3, 2020.
The proxy statement and annual report to stockholders is available at
http://materials.proxyvote.com/87157B.
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Corporate Governance at Synchronoss
Corporate Governance Guidelines
Synchronoss is committed to excellent corporate governance, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board has adopted Corporate Governance Guidelines (the “Guidelines”) that set forth the framework within which our Board can effectively function and govern our affairs. The Guidelines address, among other things, the composition and responsibilities of our Board, director independence, management succession planning and evaluation, access to information, executive sessions, communication with stockholders, target ownership by, and remuneration of, our directors, Board committees and selection of new directors. We have also adopted a Code of Business Conduct (the “Code”) that applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer, or those serving similar functions) and directors. The Guidelines and Code are available on the Investor Relations section of our website at www.synchronoss.com.
Our Board regularly reviews legal and regulatory requirements, evolving best practices and other developments, and may modify, waive, suspend or repeal the Guidelines or Code from time to time as it deems necessary or appropriate in the exercise of our Board’s judgment or in the best interests of our stockholders. If our Board makes any substantive amendments to the Guidelines or the Code, we will promptly disclose the nature of the amendment or waiver on our website to the extent required by applicable law or regulations.
Board Leadership Structure
Consistent with the Guidelines, our Board believes it is important to retain its flexibility to allocate the responsibilities of our Chief Executive Officer (“CEO”) and Chairman of the Board in any way that is in the best interests of our Company based on the circumstances existing at a particular point in time. Our Board believes that it should periodically assess who should serve these roles and whether the offices should be served independently or jointly, and that our Board should not be restricted by any strict policy directive when making these decisions. In addition, our Board continually evaluates its leadership structure to ensure that the Board is structured to address the best interests of our Company and our stockholders as they evolve over time.
Our Board has determined that our Company and our stockholders are best served by having Mr. Waldis, one of our founders, serve as our Executive Chairman of the Board, and Mr. Lurie serve as our CEO and a member of our Board. As CEO, Mr. Lurie is the individual with primary responsibility for managing our day-to-day operations, setting our overall business strategy, and ensuring the successful growth of our business. Mr. Waldis’ in-depth experience as our founder and long-time CEO and Chairman of the Board position him well to serve now as our Executive Chairman of the Board, where he will remain on our Board, assisting on certain sales and business development activities, and providing other consultative support to the CEO, upon his request.
Independence of our Board of Directors
Each year, as part of our assessment of director independence, our Nominating/Corporate Governance Committee and our full Board conduct a review of the financial and other relationships between each director,
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or any of their immediate family members, and our Company, our senior management, companies with whom we have business dealings and our independent registered public accounting firm. Our Board also consults with our legal counsel to ensure that its determinations are consistent with all relevant laws and regulations regarding the definition of independence, including those set forth in pertinent listing standards of The Nasdaq Global Market (“Nasdaq”), as amended from time to time. Consistent with those considerations, after review of all relevant transactions or relationships, our Board has affirmatively determined that all of our directors are independent directors within the meaning of the applicable Nasdaq listing standards, except for Stephen G. Waldis, who serves as our Executive Chairman, and Glenn Lurie, who serves as our CEO. Our independent directors meet in regularly scheduled executive sessions where only independent directors are present. Mr. Cadogan presides over those sessions. There are no family relationships among any of our directors or executive officers.
Board of Directors Oversight of Risk Management
Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations, strategic direction and intellectual property as more fully discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our other SEC filings. Assessing and managing risk is the responsibility of our management. Our Board oversees management in the execution of its responsibilities and for assessment of our approach to risk management. An overall review and assessment of risk is inherent in our Board’s consideration of our business plans, strategies and other significant developments. Additionally, our Board regularly reviews various risks arising out of transactions and other matters that are presented to our Board and when making decisions impacting us. At least annually, our Board also reviews and analyzes the strategic and operational risks and opportunities that face our Company as a whole, as well as those related to specific areas of our business.
Our Board delegates the oversight of certain categories of risk affecting our Company to designated Board committees, who report their findings to our full Board. Our Audit Committee is responsible for overseeing our Board’s execution of its risk management oversight responsibility, including discussing guidelines and policies governing the process by which our management and other persons responsible for risk management assess and manage our exposure to major financial risk, and the steps management has taken to monitor and control such exposure, based on consultation with our management and independent auditors. Our Audit Committee also annually reviews the audit plan of management, our information technology and cybersecurity risks and mitigation strategies, the domestic and international tax function and treasury operations and conformity with ethics and compliance standards. In addition, our Board has delegated to other Board committees the oversight of risks within their areas of responsibility and expertise. For example, our Compensation Committee oversees the risks associated with our compensation practices, including an annual assessment of our compensation policies and practices for our employees.
Board Self-Evaluation
Our Nominating/Corporate Governance Committee oversees a biennial self-evaluation process to analyze and review our Board’s performance and the performance of each of the members of our Board. Our Nominating/Corporate Governance Committee reviews these results and discusses them with the full Board with the intention of utilizing them to enhance our Board’s effectiveness and, if necessary, develop action plans.
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Stockholder Communications with our Board of Directors
Stockholders may communicate with our management and independent directors by sending a letter to Synchronoss Technologies, Inc., 200 Crossing Boulevard, 8th Floor, Bridgewater, New Jersey 08807, Attention: Secretary. Each communication should set forth the (i) name and address of the stockholder as they appear on our books and, if the shares of our Common Stock are held by a broker, bank or other agent, the name and address of the beneficial owner of such shares, and (ii) number of shares of our Common Stock that are owned of record by such record holder and/or beneficially by such beneficial owner. Our Secretary will review all communications from stockholders and has the authority to disregard any inappropriate communications or take other appropriate actions with respect to any inappropriate communications. If deemed an appropriate communication, our Secretary will forward it, depending on the subject matter, to the chairperson of a committee of our Board or a particular director, as appropriate.
Board of Directors and Committee Duties
Our Board oversees, counsels and directs management in the long-term interests of our Company and our stockholders. Our Board, individually and through its committees, is responsible for:

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

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

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

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

overseeing the processes for maintaining the integrity of our financial statements, public disclosures, and compliance with laws and ethics.
Board Structure and Committees
During 2019, our Board met nine times and acted twice by unanimous written consent. Each director who was a director in 2019 (and Ms. Harris since she joined our Board in August 2019) attended at least 75% of the meetings of our Board and of each committee of which he or she served as a member. Messrs. Lurie, Waldis and Hopkins and Ms. Harris attended our 2019 Annual Meeting of Stockholders. Our Board has established an Audit Committee, a Compensation Committee, a Business Development Committee and a Nominating/​Corporate Governance Committee. Our Board has delegated various responsibilities and authority to its committees as generally described below. The following table provides membership, chair and number of meetings information for each of our Board committees during 2019:
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Name*
Audit
Committee
Compensation
Committee
Nominating/Corporate
Governance
Committee
Business
Development
Committee
Stephen G. Waldis**
M
Glenn Lurie
M
William J. Cadogan
C
C
M
Thomas J. Hopkins
M
M
M
C
Laurie Harris***
C
Frank Baker
M
M
Robert Aquilina
Kristin S. Rinne
M
M
Mohan Gyani
M
M
Peter Berger**
M
M
Total meetings in year 2019
8
3
3
0
M
Member       C   Chair
*
Each of Donnie Moore and James McCormick were directors of the Company until June 5, 2019.
**
Mr. Berger also attends meetings of our Audit Committee as a non-voting observer. Mr. Waldis also attends meetings of our Compensation Committee as a non-voting observer.
***
Ms. Harris joined our Board in August 2019 and became Chairperson of our Audit Committee on that date. Mr. Hopkins was Chairperson of our Audit Committee from January 2019 until Ms. Harris joined our Board in August 2019.
Audit Committee
Our Audit Committee oversees the integrity of our financial statements, compliance with applicable legal and regulatory requirements, effectiveness of our internal controls and audit function, and the qualifications, independence, and performance of our independent registered public accounting firm. Our Audit Committee also discussed with our independent registered public accounting firm the overall scope and plans for their audit and met with them on a regular basis without members of management. Our Audit Committee consults with our management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs. In addition, our Audit Committee:

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

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

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

appoints, compensates, reviews procedures to ensure the independence of and oversees the work of, our independent registered public accounting firm, including approving services and fee arrangements;
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reviews with senior members of our management our policies and practices regarding risk assessment and risk management;

approves all related party transactions;

reviews 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.
Our Audit Committee is comprised of the following three directors: Thomas J. Hopkins, Kristin S. Rinne and Laurie Harris (Chair). Mr. Berger also attends Audit Committee meetings in a non-voting observer capacity. Our Audit Committee met eight times during 2019. Our Board annually reviews the definition of independence for Audit Committee members set forth in the Nasdaq listing standards and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) and 5605(c)(2) of the Nasdaq listing standards). In addition to qualifying as independent under the Nasdaq rules, each member of our Audit Committee can read and has a working understanding and comprehension of fundamental financial statements. Our Board has determined that each of Mr. Hopkins and Ms. Harris is an audit committee financial expert, as defined by Item 407(d) of Regulation S-K based on a qualitative assessment of each of their level of knowledge and experience based on a number of factors, including their respective formal education and experience. The designation does not impose on either Mr. Hopkins or Ms. Harris any duties, obligations or liability that are greater than are generally imposed on them as a member of our Audit Committee and our Board, and their respective designations as Audit Committee financial experts pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our Audit Committee or Board. Our Audit Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com.
Compensation Committee
Our Compensation Committee is comprised of the following four directors: William J. Cadogan (Chair), Thomas J. Hopkins, Mohan Gyani and Peter Berger, each of whom is independent, as currently defined in Rule 5605(a)(2) and 5605(d)(2) of the Nasdaq listing standards. Mr. Waldis also attends Compensation Committee meetings in a non-voting observer capacity but does not participate in discussions regarding his own compensation. Each member of our Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our Compensation Committee met three times during 2019. Our Compensation Committee is charged by our Board to:

review and approve our compensation strategy and philosophy;

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

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

evaluate the CEO’s performance and determine his salary and incentive compensation;
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in consultation with the CEO, determine the salaries and incentive compensation of our other executive officers;

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

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

administer our stock purchase plan and equity incentive plans;

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

review and approve other aspects of our compensation policies and matters as they arise from time to time.
A more detailed description of our Compensation Committee’s 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 12 times in 2019.
In accordance with Nasdaq listing standards, our Compensation Committee, under its charter, may select and retain, and is directly responsible for the appointment, compensation and oversight of, compensation consultants or any other third party to assist in the evaluation of director and officer compensation, as well as any other compensation matters. In addition, our Compensation Committee has the responsibility to consider the independence of these advisers in accordance with applicable law and/or Nasdaq listing standards. Our Compensation Committee has retained Deloitte Consulting LLP (“Deloitte”) as its compensation consultant. In 2019, Deloitte did not perform any services for us other than its services to our Compensation Committee and received no compensation from our Company other than its fees in connection with the firm’s retention as our Compensation Committee’s compensation consultant. Our Compensation Committee assessed the independence of Deloitte pursuant to applicable SEC rules and Nasdaq listing standards and concluded that the work of Deloitte has not raised any conflict of interest. Our Compensation Committee considers the information provided by Deloitte when making decisions with respect to compensation matters, along with information it receives from management and its own judgment and experience. Deloitte serves at the discretion of our Compensation Committee and our Compensation Committee approves the fees paid to Deloitte.
Compensation Committee Interlocks and Insider Participation
During the year ended December 31, 2019, William J. Cadogan (Chair), Thomas J. Hopkins, Peter Berger and Mohan Gyani served as members of our Compensation Committee. None of the members of our Compensation Committee was an officer or employee of our Company at any time during 2019 and none of the members of our Compensation Committee has ever served as an officer of our Company or had any relationship with us requiring disclosure herein. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.
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Nominating/Corporate Governance Committee
The current members of our Nominating/Corporate Governance Committee are: Frank Baker, Peter Berger, William J. Cadogan (Chair) and Thomas J. Hopkins. Our Nominating/Corporate Governance Committee met three times in 2019. All members of our Nominating/Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). In addition, our Nominating/Corporate Governance Committee:

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

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

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

develops and implements our Board’s biennial 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.
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
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business experience relevant to an understanding of our business, ability to think and act independently and with sound judgment and ability to serve our stockholders’ long-term interests. These factors, along with others considered useful by our Nominating/Corporate Governance Committee, are reviewed in the context of an assessment of the perceived needs of our Board at a particular point in time. As a result, the priorities and emphasis of our Nominating/Corporate Governance Committee and of our Board may change from time to time to take into account changes in our business and other trends and the portfolio of skills and experience of current and prospective directors. Our Nominating/Corporate Governance Committee has not adopted a formal policy regarding the consideration of diversity in identifying director nominees or in searching for new directors.
Business Development Committee
The current members of our Business Development Committee are: Thomas J. Hopkins (Chair), William J. Cadogan, Glenn Lurie, Mohan Gyani, Frank Baker, Kristin S. Rinne and Stephen G. Waldis. All members of our Business Development Committee other than Messrs. Waldis and Lurie are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). Our Business Development Committee did not meet in 2019. Our Business Development Committee reviews certain strategic business development and growth opportunities and recommends those that it determines are in line with our short-term and long-term strategic goals. Our Business Development Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com.
Director Compensation
This section provides information regarding the cash & equity compensation policies provided to our directors in 2019.
Non-Employee Director Compensation Program
Each member of our board of directors who is not an employee of our Company is entitled to the following compensation pursuant to our non-employee director compensation program:
Compensable Position / Event
Compensation
Initial Equity Grant Non-qualified stock option to purchase 30,000 shares(1)
Annual Cash Retainer $50,000
Annual Equity Grant
Equity awards with an aggregate grant date fair value of  $200,000
60% in restricted shares(1)
40% in the form of a non-qualified stock option(1)
Committee Chairperson Retainer
$20,000 (Audit)
$15,000 (Compensation)
$10,000 (Nominating/Corporate Governance)
$10,000 (Business Development)
Committee Member Retainer
$10,000 (Audit)
$7,500 (Compensation)
$5,000 (Nominating/Corporate Governance)
$5,000 (Business Development)
(1)
Options and restricted shares vest one-third each year over three years from the grant date.
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Our Compensation Committee annually reviews the amounts awarded under our non-employee director compensation program based on their analysis of the competitive range of the equity granted to directors at our peer group companies and other publicly available information. The actual number of restricted shares and shares underlying stock options is determined based on the grant date fair value of the equity awards. The stock options have an exercise price equal to the closing price reported on Nasdaq of our Common Stock on the grant date. The annual retainer fees are paid to our directors quarterly at the beginning of each quarter. In addition, we currently have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at our Board and Committee meetings.
Executive Chairman Compensation
As Executive Chairman, Stephen G. Waldis received a base salary of  $300,000. Mr. Waldis did not receive any cash incentive bonus in 2019. Mr. Waldis did receive an equity grant in 2019 as described below. In addition, in 2019, we leased an automobile (and paid applicable insurance and gas) for Mr. Waldis.
The following table sets forth the compensation awarded to, earned by, or paid to each person who served as a non-employee director during 2019. Mr. Lurie, our Chief Executive Officer and President, receives no compensation for his service as a director, and is not included in the table below.
Name*
Fees Earned or
Paid in Cash
($)
All Other
Compensation
Stock
Awards(1)
($)
Option
Awards(2)
($)
Total
($)
Stephen G. Waldis $ 300,000 $ 11,889(3) $ 156,754 $ 104,503 $ 573,146
William J. Cadogan $ 83,333 -0- $ 104,500 $ 69,670 $ 257,503
Mohan Gyani $ 54,166 -0- $ 104,500 $ 69,670 $ 228,336
Laurie Harris $ 41,666(6) -0- -0- $ 242,700 $ 284,366
Thomas J. Hopkins $ 82,500 -0- $ 104,500 $ 69,670 $ 256,670
James M. McCormick $ 23,958 -0- $ 121,208(4) $ 190,139(4) $ 335,305
Donnie M. Moore $ 29,166 -0- $ 121,208(4) $ 190,139(4) $ 340,513
Kristin S. Rinne $ 60,000 -0- $ 104,500 $ 69,670 $ 234,170
Robert Aquilina $ 50,000 -0- $ 104,500 $ 69,670 $ 224,170
Peter Berger(5) $ 62,500 -0- $ 104,500 $ 69,670 $ 236,670
Frank Baker(5) $ 60,000 -0- $ 104,500 $ 69,670 $ 234,170
(1)
The amounts in this column reflect the aggregate grant date fair value of the stock awards computed in accordance with FASB ASC Topic No. 718. See Footnote 13 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of our assumptions in estimating the fair value of our stock awards.
(2)
The amounts in this column reflect the aggregate grant date fair value of the stock options computed in accordance with FASB ASC Topic No. 718. See Footnote 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of our assumptions in estimating the fair value of our stock option awards.
(3)
Reflects amounts paid for automobile expenses.
(4)
Each of Messrs. McCormick and Moore received a one-time equity grant in consideration of certain consulting services to be provided following such time that they ceased being directors.
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(5)
Each of Messrs. Baker and Berger assigned their compensation to Siris Capital Group.
(6)
Includes $12,500 received by Ms. Harris as a consultant prior to joining our Board.
Director Stock Ownership Guidelines
We have established stock ownership guidelines for our directors to retain an equity stake in the Company to more closely align their interests with those of our stockholders. Each director is required to own the number of shares of our Common Stock with a value equal to three times the annual cash retainer for service on our Board. Ownership is calculated annually based on the closing sales price of our Common Stock on Nasdaq for the last trading day in the prior year. Any newly elected director has three years from the date of his or her election to achieve the targeted equity ownership level. As of December 31, 2019, each of our directors owned at least the number of shares of our Common Stock required by these guidelines based on the price of our Common Stock on such date or were within their 3-year accumulation period.
Limitation of Liability and Indemnification
As permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws provide that we are authorized to (i) enter into indemnification agreements with our directors and officers and (ii) purchase directors’ and officers’ liability insurance, which we currently maintain to cover our directors and executive officers. The form of indemnification agreement with our directors provides that we will indemnify each director against any and all expenses incurred by that director because of his or her status as one of our directors, to the fullest extent permitted by Delaware law, our restated certificate of incorporation and amended and restated bylaws. In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, but subject to various exceptions, we will advance all expenses incurred by our directors in connection with a legal proceeding. Our restated certificate of incorporation and bylaws contain provisions relating to the limitation of liability and indemnification of directors. The restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:

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

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

for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.
Our restated certificate of incorporation also provides that if Delaware law is amended after the approval by our stockholders of our restated certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law. The foregoing provisions of the restated certificate of incorporation are not intended to limit the liability of directors or officers for any violation of applicable federal securities laws. As permitted by Section 145 of the Delaware General Corporation Law, our restated certificate of incorporation provides that we may indemnify our directors to the fullest extent permitted by Delaware law and the restated certificate of incorporation provisions relating to indemnity may not be retroactively repealed or modified so as to adversely affect the protection of our directors.
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Compensation Risk Management Considerations
Each year, our Compensation Committee reviews our compensation practices and policies for all employees, including our NEOs, and assesses whether they have the potential to incentivize employees without taking risks that are reasonably likely to have a material adverse effect on our Company. Since our annual performance-based bonus and equity programs are designed to align our employees’ compensation with both our short- and long-term business objectives and performance, and therefore enhance stockholder value, our Compensation Committee believes that our compensation practices and policies discourage behavior that leads to excessive risk-taking. Therefore, our Compensation Committee believes our practices and policies will promote balanced risk management and are not likely to have a material adverse effect on our Company. Set forth below are the key risk-balancing elements of our compensation practices and policies:
Financial Performance Measures
The ranges set for financial performance measures are designed to reward success without encouraging excessive risk taking. Pursuant to our performance-based equity plan, the number of performance-based restricted cash units or shares to be issued is based on our financial performance over a specific period. There are maximum payouts under our cash incentive plan and the performance-based restricted cash units or shares, which help mitigate risk.
Equity Vesting Periods
Time-based restricted shares typically vest over three years, while stock options typically vest over four years. The performance-based restricted cash units or shares are earned and vest upon determination of the achievement of our performance metrics established for the performance period. The vesting of the equity awards is designed to reward continued service with us, increases in our stock price and achievement of corporate goals designed to enhance stockholder value.
Equity Retention Guidelines
NEOs are required to acquire within five years of becoming an executive officer, and hold while they are executive officers, shares (vested and unvested) having a value of at least three times, or five times in the case of our CEO, their respective base salaries.
No Hedging
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.
Financial Restatement, Recoupment and Related Policies
As part of our Code of Business Conduct, we will investigate all reported instances of questionable or unethical behavior of a director, NEO or other employee and, where improper behavior or failure to act is found to have occurred, we will take appropriate action up to and including termination. If an investigation uncovers that an individual has committed fraud or other improper acts that causes our financial statements to be restated or otherwise affected, our Board has discretion to take immediate and appropriate disciplinary action with respect to that individual up to and including termination. Our Board also has discretion to pursue whatever legal remedies are available to prosecute that individual to the fullest extent of the law and may seek to recoup or recover any amounts that he or she inappropriately received as a result of his or her improper actions, including but not limited to any annual or long term incentives that he or she received to the extent the individual would not have received that amount had the improper action not been taken.
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Information about our Executive Officers
The following table sets forth the name, age and position of each of our executive officers as of April 6, 2020. Information as of April 6, 2020 about the number of shares of Common Stock beneficially owned by each of the individuals designated as a NEO, whether held directly or indirectly, appears below under the heading “Equity Security Ownership of Certain Beneficial Owners and Management.”
Name
Age
Current Positions
Glenn Lurie
54
President, Chief Executive Officer and Director
David Clark
55
Chief Financial Officer
Jeffrey Miller
56
Chief Commercial Officer
Mary Clark
53
Chief Marketing Officer and Chief Products Officer
Ronald J. Prague
56
Chief Legal Officer and Secretary
Patrick J. Doran
47
Chief Technology Officer
Kevin Hunsaker
55
Chief People Officer
Glenn Lurie has served as our President and Chief Executive Officer and a Director since November 2017. Prior to joining Synchronoss, Mr. Lurie held significant leadership and operations positions at AT&T, most recently serving as President and Chief Executive Officer of AT&T’s Mobility and Consumer Operations until his retirement from AT&T in September 2017. Prior to his promotion to President and Chief Executive Officer of AT&T’s Mobility and Consumer Operations, Mr. Lurie served in a number of senior executive roles at AT&T and led the team responsible for negotiating its exclusive U.S. agreement with Apple Inc. to launch the first iPhone in 2007. Mr. Lurie is active in industry associations and within the community. He most recently served as chairman of the board for the Consumer Technology Industry Association in 2016. Mr. Lurie is a member of the Board of Directors of Avis Budget Group, Inc. and serves on the APTIV PLC Advisory Council. Mr. Lurie received a degree in business/marketing from Seattle Pacific University.
David Clark joined Synchronoss as Executive Vice President, Finance in May 2018 and has served as our Chief Financial Officer since August 2018. Mr. Clark was Chief Financial Officer of The Meet Group, a publicly-held company, from 2013 to 2018. Mr. Clark was Chief Financial Officer at Nutrisystem, Inc., a publicly-held company, from 2007 to 2013. Mr. Clark received a degree in accounting from Boston College.
Jeffrey Miller has served as our Chief Commercial Officer since October 2018. Mr. Miller previously served as President of IDEAL Industries Technology Group from December 2017 to October 2018. Prior to IDEAL, Mr. Miller held several senior sales and operations positions at Motorola during a 16-year tenure, most recently as Corporate Vice President and General Manager of Operations in North America for Motorola Mobility, LLC. Mr. Miller received a degree in business from Miami University of Ohio and a master’s degree in Business Administration from The Ohio State University.
Mary Clark joined Synchronoss in January 2018 as our Chief Marketing Officer and Chief Products Officer. Prior to joining Synchronoss, Ms. Clark held various executive positions at Syniverse, Inc. from 2009 to January 2018, including Senior Vice President, Roaming Business Unit as well as Chief Marketing Officer. Ms. Clark received a degree in communications from the University of Delaware.
Patrick J. Doran has served as our Chief Technology Officer since January 2007. Prior to that position, Mr. Doran served in various positions, including Vice President of Research and Development, Chief Architect and Senior Software Engineer, since joining Synchronoss in 2002. Before joining Synchronoss, Mr. Doran was
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a Senior Development Engineer at Agility Communications from 2000 to 2002, member of technical staff at AT&T/Lucent from 1996 to 2000 and a Software Engineer at General Dynamics from 1995 to 1996. Mr. Doran received a degree in computer and systems engineering from Rensselaer Polytechnic Institute and a master’s degree in Systems and Industrial Engineering from Purdue University.
Ronald J. Prague has served as our Chief Legal Officer and Secretary since joining Synchronoss in 2006. Before joining Synchronoss, Mr. Prague held various legal senior positions with Intel Corporation from 1998 to 2006, including as Group Counsel for Intel’s Communications Infrastructure Group. Prior to joining Intel, Mr. Prague practiced law with the law firms of Haythe & Curley (now Torys LLP) and Richards & O’Neil (now Morgan, Lewis & Bockius LLP). Mr. Prague received a Juris Doctor from Northwestern Pritzker School of Law and received a degree in business administration and marketing from Cornell University.
Kevin Hunsaker has served as our Chief People Officer since joining Synchronoss in March 2016 in connection with our acquisition of Openwave Messaging, Inc. (“Openwave”). Prior to joining Synchronoss, Mr. Hunsaker was General Counsel and Vice President of Human Resources of Openwave from July 2015 until Synchronoss’ acquisition of Openwave. Prior to Openwave, Mr. Hunsaker was Vice President of Human Resources at Deem, Inc. from 2011 to 2015. Mr. Hunsaker received a Juris Doctor from Golden Gate University and a degree in economics from the University of California, Davis.
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Compensation of Executive Officers
Compensation Discussion and Analysis
This section discusses our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for our Named Executive Officers (our “NEOs”) for the fiscal year ended December 31, 2019. The table below sets forth our NEOs for 2019:
Named Executive Officer
Title as of December 31, 2019
Glenn Lurie Chief Executive Officer, President and Director
David Clark Chief Financial Officer
Patrick Doran Chief Technology Officer
Mary Clark
Chief Marketing Officer and Chief Products Officer
Jeffrey Miller Chief Commercial Officer
Executive Summary
Our executive compensation philosophy and programs are designed to attract, retain and motivate high-quality executives who possess the diverse skills and talents required to help us achieve our short and long-term financial and strategic goals. Our executive compensation programs are designed to foster a performance-oriented culture that aligns our executives’ interests with those of our stockholders over the long term. To provide for this alignment of interests, our compensation programs provide that over 80% of our CEO’s and an average of approximately 75% of our NEOs’ targeted compensation is tied to long-term, equity-based incentives. By tying a majority of our NEOs’ targeted compensation to equity-based incentives, our common stock’s value needs to increase in order for our NEOs to realize any value related to our Company’s stock options or increase in value related to our restricted shares, and our Company needs to hit certain financial and strategic metrics in order for our NEOs to vest in the shares underlying our performance-based restricted shares or cash units. In an effort to further provide for performance-based equity awards, approximately 65% of the total 2019 equity grants to each of our NEOs, other than our CEO, are either options to purchase our common stock or cash units subject to performance-based vesting. Accordingly, we believe that the compensation of our NEOs is both appropriate for, and responsive to, the goal of improving stockholder value, as the majority of each NEO’s compensation is allocated to performance-based incentives.
2019 Compensation Program Highlights
Our executive compensation program is designed to attract, retain and motivate high-quality executives and drive the creation of long-term stockholder value by tying a significant portion of our executives’ compensation to Company and individual performance. Our compensation philosophy and programs are designed to achieve the following objectives:
Pay for
Performance
Provide a strong relationship of pay to performance through:

Performance-based cash bonus tied primarily to achievement of corporate short-term financial goals and individual performance.

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.
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Emphasis on
Variable
Compensation

Total compensation is heavily weighted toward incentive compensation (i.e., annual cash bonuses and long-term equity incentives).

Annual performance-based cash bonuses focus our NEOs on key short-term financial, strategic, and individual 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, our NEO’s role and responsibilities, length of tenure, internal pay equity, and individual and Company performance.
The following highlights some of the key components of our pay for performance policies and practices:
At-Risk Compensation
A majority of the compensation of our CEO and our other NEOs is “at-risk” and 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 or four years to promote retention.
Stock Ownership Guidelines
Maintain stock ownership guidelines to support the alignment of interests between our NEOs and stockholders.
No Hedging
Prohibition of hedging exposure of, or interest in, our Common Stock.
No Pledging
Prohibition of pledging our Common Stock.
Financial Restatement, Recoupment and Related Policies
We will investigate all reported instances of questionable or unethical behavior of a director, NEO or other employee and, where improper behavior or failure to act is found to have occurred, we will take appropriate action up to and including termination. Our Board has discretion to pursue whatever legal remedies are available to prosecute that individual to the fullest extent of the law and may seek to recoup or recover any amounts that he or she inappropriately received as a result of his or her improper actions, including but not limited to any annual or long term incentives that he or she received to the extent the individual would not have received that amount had the improper action not been taken.
Our Compensation Committee oversees the design and administration of the compensation of our NEOs and certain other executive officers, with an enhanced focus on the individual compensation of our NEOs. For 2019, our CEO assessed the performance of our NEOs (other than himself), consulted with other members of management, including our Executive Chairman and our compensation consultant, and made recommendations to our Compensation Committee regarding the amount and the form of the compensation of our NEOs and other key employees, including the performance goals, weighting of goals, and equity compensation awards of our NEOs. Our CEO was not present during discussions regarding his compensation.
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2019 Executive Compensation Program
Cash Incentive Compensation
For our NEOs’ Annual Cash Incentive Bonuses in 2019, our Compensation Committee approved the following metrics:

40% based on non-GAAP revenue for 2019;

30% based on non-GAAP EBITDA for 2019;

20% based on the number of new customer deals with a contribution margin of greater than 30% and a minimum total contract value (“TCV”) of  $1,000,000 for 2019; and

10% based on the specific performance of each NEO as determined by the CEO.
In addition, each NEO had the opportunity to earn another 10% of his or her annual bonus target if our Company entered into at least six new digital experience platform (“DXP”) deals with a combined TCV of $10,000,000 in 2019. Our Compensation Committee believes that non-GAAP revenue, non-GAAP EBITDA and entering into large strategic transactions with companies are metrics that are targeted to emphasize strong growth on gross revenue and managing expenses. Based on the feedback received as part of our stockholder outreach program, several of these are the key metrics many of our stockholders use in their valuation of our Company. As such, we believe our bonus goals for NEOs are aligned with our stockholders’ perspective on our Company’s ability to grow and succeed in the short- and long-term.
Long-term Incentive Compensation
Our Compensation Committee awards time-based restricted shares, stock options and performance-based restricted cash units or shares to our NEOs as the long-term incentive compensation component of their compensation. The annual mix and number of stock options, target number of performance-based restricted cash units or shares and number of time-based restricted shares granted to our NEOs is based on our Compensation Committee’s general understanding of pay practices at our peer group, our CEO’s recommendations (except for his own equity grants) and other factors it deemed appropriate.
2019-2021 Performance Units
Our 2019 long-term equity incentive plan was designed to reward financial and strategic performance during a three-year period from 2019 through 2021, and the restricted cash units granted under the long-term incentive plan (the “2019-2021 Performance Units”) are earned and vest based on achievement of pre-determined performance criteria during that period. Our NEOs are required to remain employed by our Company through February 2022 in order to vest in the cash units. Our Compensation Committee approved the following performance metrics for the 2019-2021 Performance Units:

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

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

20% are earned based on achievement of revenue diversity (as described below), the strategic initiative of the Company, for the three-year period of 2019 to 2021.
2019 Say on Pay Vote
At our 2019 Annual Meeting of Stockholders, approximately 96% of the shares voted were cast in favor of the advisory vote on executive compensation. We continuously strive to improve the level of stockholder support for our executive compensation program and, in 2019, met with several of our largest stockholders
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and solicited their feedback on our executive compensation policies. We have ongoing dialogue with our stockholders throughout the year on matters related to executive compensation, and our programs reflect feedback provided through these discussions. Our Compensation Committee evaluates our executive compensation program each year with the goal of ensuring it is in line with our stockholders’ interests. We encourage stockholders to take into account the continuous changes to our executive compensation program in considering the advisory vote presented below including adding new metrics to both our short-term and long-term compensation plans, adding non-financial metrics to our short-term incentive plan and meeting with stockholders as part of our annual stockholder outreach program.
Compensation Consultant
Upon request, our Compensation Committee’s compensation consultant, Deloitte Consulting LLP (“Deloitte”), generally attends regular Compensation Committee meetings and meets with our Compensation Committee without management present. Deloitte has been our compensation consultant since 2013. When making decisions with respect to compensation matters and, in an effort to gain a better understanding of the competitive landscape, our Compensation Committee considers various analyses prepared by its compensation consultant, along with information it receives from management and its own judgment and experience.
Peer Group
Our Compensation Committee generally reviews executive compensation survey and proxy data from technology companies that have similar software/services business models or operate in the mobile networking space, are of similar financial size and are representative of the organizations with which we compete with for our executive talent. Our Compensation Committee, based in part on advice from Deloitte, identified and approved the following companies that fit some or all of these criteria as our peer group for purposes of assisting in benchmarking our 2019 executive compensation decisions:
8x8 Inc. Hubspot, Inc. QAD, Inc.
Bottomline Technologies, Inc. Imperva, Inc. RingCentral, Inc.
Box, Inc. Manhattan Associates, Inc. Shutterstock, Inc.
Carbonite Inc. MicroStrategy, Inc. Twilio, Inc.
CommVault Systems, Inc. PegaSystems, Inc. Yext, Inc.
Cornerstone OnDemand, Inc. Progress Software Corporation Zendesk, Inc.
FireEye Inc. Proofpoint, Inc.
Our Compensation Committee reviewed the companies in our 2018 peer group in early 2019 in connection with its determination of the companies in our peer group for 2019 executive compensation decisions and as a result eliminated Blackbaud, Inc., BroadSoft, Inc., Guidewire Software, Inc., J2 Global, Inc., LogMein, Inc., Medidate Solutions, Inc. and The Ultimate Software Group, Inc. and added Box, Inc., Carbonite, Inc., FireEye, Inc., Hubspot, Inc., Manhattan Associates, Inc., QAD, Inc., Twilio, Inc., Yext, Inc. and Zendesk, Inc. based on the similarities of their business offerings, financial profile, market capitalization and profitability with those of our Company. As a result of these changes, we believe the peer group utilized for purposes of 2019 executive compensation decisions was representative of companies that we compete with for executive talent. When making compensation decisions for our NEOs, our Compensation Committee also reviews published survey and peer group compensation data for other software/services companies or companies that operate in the same space as our Company. Competitive market practices are an important factor in our Compensation Committee’s decision-making process, although its decisions are not entirely based upon these factors. Rather, our Compensation Committee reviews and considers the peer group
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and other survey data to obtain a general understanding of current competitive compensation practices. Additionally, reviewing the peer group and survey compensation data enables our Compensation Committee to accomplish our goal of paying our NEOs what is appropriate and necessary to attract and retain qualified and committed executives while incentivizing achievement of our corporate goals and conserving cash and equity.
Principal Elements of Compensation
Our executive compensation program has the following principal elements: base salary, annual cash incentive bonuses, long-term incentive awards and severance, and change in control benefits. For base salary, annual cash bonuses and long-term incentive awards for our executive officers, our Company’s compensation philosophy generally is to evaluate individual experience and contribution, as well as corporate performance, and then consider competitive market analysis. The markets we are serving are narrow and highly competitive for large-scale implementations leveraging unique technologies. With respect to all compensation components, we generally use the median compensation of our peer group and the markets for which we compete for talent as the starting point for the compensation decision making process. We seek to drive our Company to over-perform the market in the long term, and we believe that to ensure an appropriate pay-for-performance alignment, it may be appropriate for our Compensation Committee to approve compensation levels for individual executives that may be above or below target pay for similar positions based on experience, individual contribution and corporate performance. Additionally, our Compensation Committee may exercise discretion to issue one-time equity awards where appropriate to ensure alignment with key strategic business initiatives. The following table describes the primary compensation elements used by our Company and the objectives of each element:
Base Salary
Objective:
Our Compensation Committee sets base salaries with the intent to attract and retain NEOs, reward satisfactory performance and provide a minimum, fixed level of cash compensation to compensate NEOs for their day-to-day responsibilities.

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 appropriate.
Process:

At the end of each calendar year, our CEO recommends base salaries for NEOs other than himself for the following calendar year.

Our Compensation Committee reviews proposed base salary changes with input from its compensation consultant.

Our Compensation Committee approves annual base salaries for our NEOs.

Our Compensation Committee reports base salary determinations to our full Board.
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Annual Cash
Incentive Bonus
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-determined corporate and/or business goals and individual performance.
Key Features:

Each year, the target bonus for each NEO is set by our Compensation Committee based on each NEO’s employment agreement provisions, our CEO’s recommendation (except for his own target), 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 himself.

Our management recommends financial and other performance measures, weightings and ranges.

Our Compensation Committee reviews proposed bonus targets, performance measures and ranges provided by management and, with input from its compensation consultant, approves bonus targets, performance measures and ranges that it believes establish appropriately challenging goals.

After the end of the calendar year, our management presents our Company’s financial results to our Board.

Our CEO recommends the individual component award for our NEOs other than himself.

Our Compensation Committee reviews the results and determines whether to make any adjustments to the recommendations and then approves each NEO’s bonus award.

Our Compensation Committee reports bonus award determinations to our full Board.
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Long-Term
Incentive Awards
Objectives:
Our Compensation Committee structures long-term incentive awards to align our NEOs’ interests with those of our stockholders, support retention and motivate NEOs to achieve our financial, strategic and operational goals. Long-term incentive awards include stock options and time-based and performance-based restricted cash units or shares.
Key Features:

Our Compensation Committee grants stock options and time-based and performance-based restricted 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 restricted shares and performance-based cash units based on grant date fair value (with vesting terms that generally extend up to four years) with the intent to provide NEOs with a balanced retention and performance opportunity and serves to closely align our NEOs’ long-term objectives with those of our stockholders.

In 2019, our Compensation Committee again decided to grant performance-based cash units rather than shares and retained the discretion to settle the cash units in either cash or shares of our Common Stock at vest in an effort to protect against potential dilution. Each performance-based cash unit has a target number of cash units to be earned following completion of a specific performance period based on the achievement of certain pre-established Company performance objectives. These performance-based cash units will be earned upon the completion of the specific performance period if the relevant performance objectives are achieved and typically vest based on continued service after a three-year period. At the time that each performance-based cash unit vests, our Compensation Committee has discretion to either (i) pay cash equal to the product of the closing price of our Common Stock on the date the cash units vest or (ii) issue one share of our Common Stock for each performance-based cash unit.
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Process:

In the first fiscal quarter, our CEO recommends 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 stock options and the target number of time-based restricted shares and performance-based cash units granted to our NEOs.

Our Compensation Committee reports equity award determinations to our full Board.

At the end of the relevant performance period, our Compensation Committee reviews the Company’s financial performance for the relevant performance period and determines the amount of earned cash units that are subject to performance-based vesting.
Severance and Change in Control Benefits
Objective:
Severance and change in control benefits are included in each NEO’s employment agreement or employment plan in order to promote stability and continuity of our senior management team in the event of a potential change in control and/or an involuntary termination. Our Compensation Committee believes these provisions help to align our NEO’s interests appropriately with those of our stockholders in these scenarios.
Key Features:

Events triggering payment require a termination of our NEO’s employment by our Company without cause or by our NEO for good reason. NEOs are entitled to enhanced benefits if the qualifying termination occurs during a specified period following a change in control (i.e., double-trigger).

Change in Control benefits do not include any excise tax gross-ups.

Our Compensation Committee has determined these termination-related benefits are appropriate to preserve productivity and encourage retention in the face of potentially disruptive circumstances. These arrangements also include restrictive covenants that help protect our Company from competition and solicitation of employees and customers.

Each NEO will only be eligible to receive severance payments if he or she signs a general release of claims against our Company following an eligible termination.
Chief Executive Officer Compensation
In November 2017, we hired Glenn Lurie, a long-term executive at AT&T, as our new CEO, replacing Stephen Waldis. At the time of hiring, Mr. Lurie had several alternative career opportunities based on the competitive landscape and his unique skill set and, as a result, our Board approved a compensation package above the 50th percentile of CEOs at our peer group companies, including a one-time special grant of 1,000,000 stock options with the intent to increase our stockholder value. We believe hiring Mr. Lurie as our CEO was a key move towards moving the Company in the right direction for long-term growth, and
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therefore we believe his compensation was commensurate with his experience and contributions he will make towards the Company’s future.
Pay Mix
In keeping with our results-driven culture, our Compensation Committee expects our NEOs to deliver superior performance in a sustained fashion and believes that a substantial portion of their overall compensation should be at-risk and tied to our short- and long-term performance. As shown below, approximately 84% of our CEO’s targeted compensation and an average of approximately 75% of the targeted compensation of our other NEOs for 2019 was tied to long-term term incentives.
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2019 Compensation Decisions
In determining the criteria for our NEOs’ incentive compensation, our Compensation Committee considers a variety of factors, including alignment of our NEOs’ compensation with our stockholders’ returns, and from time to time may adjust these factors or performance metrics based on our Company’s transactions or the occurrence of unknown or unexpected events during the applicable measurement period. On the corporate level, our Compensation Committee selected non-GAAP revenue, non-GAAP EBITDA and revenue diversity and our entering into strategic agreements, metrics that our Compensation Committee believes appropriately value our Company on both a short- and long-term basis and are targeted to emphasize strong growth on gross revenue while also managing our earnings per share. Based on feedback received as part of our stockholder outreach program, several of these are also the key metrics we believe our stockholders use in their valuation of our Company. As a result, our NEOs are focused on growing non-GAAP revenue, non-GAAP EBITDA, revenue diversity and entering into strategic agreements, which we believe is aligned with our stockholders’ perspective on our Company’s ability to grow and succeed on the short- and long-term.
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Base Salary
Base salaries for our NEOs are reviewed and may be adjusted annually. Base salaries may also be adjusted during the year upon promotion or based on internal equity or external market conditions. Our Compensation Committee makes these decisions after reviewing the recommendation of our CEO (except as it concerns his own salary) and our Chief People Officer, and consulting with our compensation consultant. Based on this review, our Compensation Committee approved cost of living or other increases to the base salaries of our NEOs in 2019.
The table below sets forth each of our NEOs’ 2019 base salary and the increase from his or her 2018 base salary:
Name
2018 Base Salary
2019 Base Salary
Glenn Lurie $ 750,000 $ 772,500
David Clark $ 385,000 $ 390,775
Jeffrey Miller $ 385,000 $ 388,500
Mary Clark $ 350,000 $ 360,500
Patrick Doran $ 347,000 $ 357,410
2019 Annual Cash Incentive Bonus Compensation
Our Annual Cash Incentive Bonus Compensation Program promotes our pay-for-performance philosophy by providing all executives and other management-level corporate employees with direct financial incentives in the form of annual cash awards for achieving Company, business and individual performance goals.
Target Percentage
Our Compensation Committee sets each NEO’s individual target cash incentive amount (expressed as a percentage of base salary) based on its general understanding of competitive pay practices, our CEO’s recommendation (except with respect to his own target), its consultation with our compensation consultant, and other factors it deems appropriate. Based on its review of these factors, in March 2019, our Compensation Committee kept the target bonus percentage of each of our NEOs at the same level as in 2018 except for Mr. Doran, whose target bonus percentage increased from 60% to 70%.
The target cash incentive and maximum bonus percentages for each of our NEOs for 2019 were as follows:
Name
Target Incentive
Bonus Percentage
Maximum
Bonus Percentage
Glenn Lurie
120% of base salary
210% of base salary
David Clark
70% of base salary
122.5% of base salary
Jeffrey Miller
100% of base salary
175% of base salary
Mary Clark
100% of base salary
175% of base salary
Patrick Doran
70% of base salary
122.5% of base salary
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2019 Objectives
For 2019, the cash incentive bonus for each of our NEOs was determined as follows: (i) 90% based on certain corporate objectives and (ii) 10% based on a discretionary individual performance component. In addition, each NEO had the opportunity to earn another 10% of his or her annual bonus target if our Company entered into at least six new DXP deals with a combined TCV of  $10 million.
Our Compensation Committee established (i) non-GAAP revenue, (ii) non-GAAP EBITDA and (iii) the number of new deals with a contribution margin of 30% and a minimum TCV of  $1 million as the corporate components of our 2019 annual cash incentive bonus program, with each of the components weighted as set forth below. We utilize these non-GAAP financial measures internally in analyzing our financial results and evaluating our ongoing operational performance because they exclude certain non-cash adjustments and non-recurring charges required under GAAP. These metrics were also selected because they are several of the key performance metrics stockholders use in evaluating our Company. In calculating both non-GAAP revenue and non-GAAP EBITDA, we add back the fair value stock-based compensation expense, deferred revenue, acquisition-related costs, restructuring charges, changes in the contingent consideration obligation, deferred compensation expense related to earn-outs and amortization of intangibles associated with acquisitions.
Each of the components was assigned a “threshold” level, which is the minimum achievement level that must be satisfied to receive a portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in our NEO’s receiving up to 175% of the target amount attributed to that component.
The components of the 2019 cash incentive compensation plan are set forth below:
Corporate Component
Weighting
Threshold
50% payout
100% payout
Maximum
175% payout
Non-GAAP Revenue
40%
$325,000,000
$362,000,000
$399,000,000
Non-GAAP EBITDA
30%
$30,000,000
$47,000,000
$64,000,000
Number of new deals with contribution margin of greater than 30% and minimum TCV of  $1M
20%
10
15
20
Individual Component
10%
N/A
N/A
N/A
Six New DXP Deals with TCV of  $10M
10%
N/A
N/A
N/A
2019 Corporate Component
In 2019, our non-GAAP revenue was $308,749,000, which included a $26,000,000 write-down of an accounts receivable related to Sequential Technology International LLC (“Sequential”), a transaction which occurred in 2016, which we had deemed uncollectible. Our non-GAAP revenue for 2019 without the Sequential write-down would have been $334,749,000, and would have resulted in our NEO’s earning approximately a 62% for this metric. Taking into consideration that the Sequential transaction occurred in 2016, before most of our NEOs had joined our Company, and given that Sequential’s failure to pay the receivable was not directly foreseeable and was beyond their control, our Compensation Committee, in consultation with our compensation consultant and after reviewing several alternative approaches, exercised its discretion as set forth under the terms of the plan and determined that it was appropriate to adjust the calculation of our 2019 non-GAAP revenue for purposes of determining bonuses to be awarded pursuant to our 2019 cash incentive compensation plan by adding back approximately $17,000,000 of
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revenue, and therefore, approved that our NEOs receive a 50% payout for this metric. As our non-GAAP EBITDA for 2019 was $27,584,000, below the minimum threshold as provided above, our NEOs received no payout for this metric. Our Company signed ten new deals with contribution margin of greater than 30% and minimum TCV of  $1,000,000, and therefore, our NEO’s received 50% payout for this metric.
In addition, as described above, each NEO was eligible to earn another 10% of his or her annual bonus target if our Company entered into at least six new DXP deals with a combined TCV of  $10 million. As we entered into eight new DXP deals with a combined TCV of over $11 million, our NEOs received 100% of the payout with respect to this strategic metric.
2019 Individual Component
In 2019, the individual component of each NEO’s annual cash incentive compensation was based upon our Compensation Committee’s subjective assessment of his or her individual performance.
Based on its assessment and Mr. Lurie’s recommendations (other than with respect to his own incentive compensation), our Compensation Committee awarded the following as the individual component of their annual cash incentive compensation:

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

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

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

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

Mr. Doran received 100% due to his strong performance in re-organizing our entire engineering and IT infrastructure teams, implementing Crosslake’s actions to gain focused cost reductions, improving the efficiencies of our product delivery, leading the transition out of hosting and adapting to the changing business and product models of our Company.
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The level of plan payout that was applied to each of the performance components of the 2019 cash incentive compensation plan, which payout percentages were then applied to the cash incentive compensation payments to our NEOs is set forth in the following table:
Component
Weighting
Achievement
Bonus
Rate Payout
Bonus Payout
Non-GAAP Revenue 40%
$325,000,000​
50% 20%
Non-GAAP EBITDA 30%
$27,584,000​
0% 0%
Number of new deals with contribution margin of 30% and minimum TCV of  $1M
20%
10​
50% 10%
Individual Component 10%
100%​
100% 10%
Six New DXP Deals with TCV of  $10M 10%
6 new DXP Deals with
TCV of over $11M​
100% 10%
Based on the results of the corporate and individual performance components of the annual cash incentive plan, our NEOs were awarded 50% of their respective target cash incentives, resulting in the following payout amounts under the 2019 cash incentive bonus plan for each of our NEOs:
Executive
Target Bonus
Percentage of
Target Awarded
Actual
Bonus Awarded
Glenn Lurie $ 927,000 50% $ 463,500
David Clark $ 273,544 50% $ 136,772
Jeffrey Miller $ 388,850 50% $ 194,425
Mary Clark $ 360,500 50% $ 180,250
Patrick Doran $ 250,188 50% $ 125,094
2019 Long-Term Incentive Compensation Plan
Our Compensation Committee awarded time-based restricted shares, time-based stock options and performance-based cash units to our NEOs as the long-term equity incentive component of their compensation, targeting an annual mix with the intent to provide NEOs with a balanced retention and performance opportunity and serve to closely align our NEOs’ long-term objectives with those of our stockholders. The number of shares underlying time-based stock options, the target number of performance-based cash units and the number of time-based restricted shares granted to our NEOs is based on our Compensation Committee’s general understanding of competitive pay practices, our CEO’s recommendation (except with respect to his own awards), consultation with our compensation consultant, and other factors that our Compensation Committee deems appropriate.
Time-Based Restricted Stock, Stock Options and Performance-Based Restricted Cash Units
In March 2019, in consultation with our compensation consultant, our Compensation Committee granted time-based restricted stock (35% of such NEO’s equity award), time-based options to purchase shares of our Common Stock (10% of such NEO’s equity award) and performance-based cash units (55% of such NEO’s equity award) to each of our NEOs. The time-based restricted shares vest one-third on each of the first, second and third anniversary of their grant date and the time-based stock options vest one-fourth on the first anniversary of their grant date and in equal monthly installments thereafter over the next thirty-six months. The performance-based restricted cash units vest upon the Compensation Committee
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approving the level of performance against pre-established metrics for such grants, and such approval is expected to occur about February 15, 2022. Each component is subject to the NEO remaining employed through each such vest date. The time-based vesting helps tie our NEOs’ variable realizable compensation to our performance and further align their interests with those of our stockholders. See “Description of Awards Granted in 2019,” below.
The following table sets forth the number of shares of time-based restricted stock and performance-based restricted cash units awarded, and the number of time-based stock options to purchase shares of our Common Stock granted to our NEOs in 2019.
Name
Number of
Time-Based
Shares of
Restricted Stock
Number of Shares
Subject to Options
Number of
Performance-Based
Restricted Cash
Units
Glenn Lurie 221,518 148,920 348,101
David Clark 70,886 47,654 111,392
Jeffrey Miller 44,303 29,784 69,620
Mary Clark 44,303 29,784 69,620
Patrick Doran 44,303 29,784 69,620
Performance-Based Vesting Restricted Shares
2018-2020 Performance Cash Units and Shares
In April 2018, our Compensation Committee granted 2018-2020 performance-based cash units to our NEOs employed as of the grant date. Ms. Clark received performance-based shares as part of her new hire grant based on the same criteria to be used for the 2018-2020 Performance Units. The following table sets forth the 2018-2020 performance-based cash units or shares (collectively, the “2018-2020 Performance Units”) awarded to our NEO’s other than Messrs. Clark and Miller who did not receive any performance-based cash units or shares as part of their new hire compensation packages as they joined our Company in July and October 2018, respectively:
Name
2018 – 2020 Target
Performance Units
2018 Target
Performance Units
2019 Target
Performance Units
2020 Target
Performance Units
Glenn Lurie 273,070 91,023 91,023 91,024
Mary Clark 30,000 10,000 10,000 10,000
Patrick Doran 54,614 18,204 18,205 18,205
The 2018-2020 Performance Units provide the opportunity to earn the identified performance-based cash units based on the performance of our business during 2018, 2019 and 2020. Our NEOs are required to remain employed by our Company through March 2021 in order to vest in the cash units or shares. In the case of the performance-based cash units, our Compensation Committee will determine whether to settle the vested units in cash or shares of our Common Stock at the time they vest.
The following were the performance targets for the plan established by our Compensation Committee: 40% based on non-GAAP revenue, 40% based on non-GAAP EBITDA and 20% based on a strategic objective established by our Compensation Committee each year during the three-year period. For 2018 and 2019, our Compensation Committee designated free cash flow as the strategic metric. In consultation with
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Deloitte, and to be consistent with many of our peer group of companies, our Compensation Committee has decided that for 2020 the strategic metric will be total shareholder return of our Company compared to the total shareholder return for the companies in the Russell 2000 index.
Each of the components was separately assigned a “threshold” level, which established the minimum achievement necessary to be satisfied to receive any portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in 200% of the target cash units being earned with respect to such component as described below.
As previously disclosed in last year’s CD&A, our NEOs earned 51.4% of the target number of the 2018-2020 Performance Units allocable to 2018 based on our Company’s 2018 financial performance. The actual number of 2018-2020 Performance Units earned based on our 2018 performance is set forth below, which performance units shall vest in or about March 2021 provided the NEO remains employed by our Company through such date:
Name
2018-2020 Target
Performance Units
2018 Target
Performance Units
Attainment %
Units Earned
Glenn Lurie 273,070 91,023 51.4% 46,786
Mary Clark 30,000 10,000 51.4% 5,140
Patrick Doran 54,614 18,204 51.4% 9,357
2019 Performance Period — One-third of the 2018-2020 Performance Shares
In April 2019, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2019 portion of the 2018-2020 Performance Shares:
Corporate Component
Weighting
Threshold
50% payout
Target
100% payout
Maximum
200% payout
Non-GAAP Revenue 40% $ 358,000,000 $ 374,000,000 $ 390,000,000
Non-GAAP EBITDA 40% $ 30,000,000 $ 47,000,000 $ 64,000,000
Free Cash Flow 20% $ 13,000,000 $ 20,000,000 $ 27,000,000
In 2019, using the same adjustments and calculations as described above under our 2019 Cash Incentive Compensation Plan, our NEOs did not receive any portion with respect to the 2019 financial performance of our Company because each of our Non-GAAP revenue, Non-GAAP EBITDA and Free Cash Flow for 2019 was below the threshold payout with respect to each metric.
2018-2019 CEO New Hire LTI Plan
Upon joining our Company in November 2017, our Compensation Committee awarded Mr. Lurie a special grant of 180,528 performance-based restricted shares based on our Company’s performance in 2018 and 2019 (the “2018-2019 New Hire LTI Plan”). One-half of the performance-based restricted shares were based on our Company’s performance in 2018 and the remaining one-half were based on our Company’s performance in 2019, as discussed below, provided Mr. Lurie remains employed by our Company through such date.
Under the terms of Mr. Lurie’s performance-based shares, the metrics for obtaining such shares with respect to our Company’s financial performance are the same metrics as the long-term incentive plan for the 2018 and 2019 portion of the 2018-2020 Performance Units. In 2018, as described in last year’s CD&A,
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Mr. Lurie earned 51.4% of the target number of the 2018-2019 CEO New Hire LTI Plan allocable to 2018 based on our Company’s 2018 financial performance. The actual number of performance-based restricted shares earned by Mr. Lurie based on our 2018 performance under the 2018-2019 CEO New Hire LTI Plan is set forth below, which shares vested in March 2019:
Name
2018-2019 Target
Performance Shares
2018 Target
Performance Shares
Attainment %
Performance
Shares Earned
Glenn Lurie 180,528 90,264 51.4% 46,395
With respect to our Company’s 2019 performance, for the same reasons stated above, Mr. Lurie did not receive any of the shares allocated to our Company’s 2019 financial performance under the 2018-2019 CEO New Hire LTI Plan and such shares have been forfeited.
2019-2021 Performance Cash Units
In April 2019, our Compensation Committee granted 2019-2021 performance-based cash units to our NEOs employed as of the grant date. The following table sets forth the 2019-2021 performance-based cash units (collectively, the “2019-2021 Performance Units”) awarded to our NEO’s:
Name
2019-2021 Target
Performance Units
2019 Target
Performance Units
2020 Target
Performance Units
2021 Target
Performance Units
Glenn Lurie 348,101 116,034 116,034 116,033
David Clark 111,392 37,131 37,131 37,130
Jeffrey Miller 69,620 23,207 23,207 23,206
Mary Clark 69,620 23,207 23,207 23,206
Patrick Doran 69,620 23,207 23,207 23,206
The 2019-2021 Performance Units provide the opportunity to earn the identified performance-based cash units based on the performance of our business during 2019, 2020 and 2021. Our NEOs are required to remain employed by our Company through March 2022 in order to vest in the cash units. Our Compensation Committee will determine whether to settle the vested performance-based cash units in cash or shares of our Common Stock at the time they vest.
The following were the performance targets for the plan established by our Compensation Committee: 40% based on non-GAAP revenue, 40% based on non-GAAP EBITDA and 20% based on a strategic objective established by our Compensation Committee. For the 2019-2021 period, our Compensation Committee designated “revenue diversity” as the strategic metric which was defined as year-over-year revenue growth for DXP and the internet of things (“IoT”), with the target year-over-year revenue growth of 35%.
Each of the components was separately assigned a “threshold” level, which established the minimum achievement necessary to be satisfied to receive any portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in 200% of the target cash units being earned with respect to such component as described below.
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2019 Performance Period — One-third of the 2019-2021 Performance Units
In April 2019, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2019 portion of the 2019-2021 Performance Shares:
Corporate Component
Weighting
Threshold
50% payout
Target
100% payout
Maximum
200% payout
Non-GAAP Revenue 40% $ 325,000,000 $ 362,000,000 $ 399,000,000
Non-GAAP EBITDA 40% $ 30,000,000 $ 47,000,000 $ 64,000,000
Revenue Diversity 20% $ 58,000,000 $ 63,000,000 $ 68,000,000
In 2019, using the same adjustments and calculations as described above under our 2019 cash incentive compensation plan, our attainment under the Non-GAAP Revenue metric was $325,000,000, and therefore our NEOs received 50% payout for this metric and our attainment under the Non-GAAP EBITDA metric was $27,584,000, and therefore our NEOs received no payout for this metric. Our Company’s year-over-year revenue growth for DXP and IoT from 2018 to 2019 was below the minimum threshold and therefore our NEOs received no payout for this metric. As a result, each NEO received the following payout with respect to our Company’s 2019 performance:
Corporate Component
Achievement
Plan Payout
Weighting
Payout
Non-GAAP Revenue
$325,000,000
50.0% 40% 20.0%
Adjusted Non-GAAP EBITDA
$27,584,000
0% 40% 0%
Revenue Diversity
Less than $58,000,000
0% 20% 0%
As a result, our NEOs earned 20% of the target number of the 2019-2021 Performance Units allocable to 2019 based on our Company’s 2019 financial performance. The actual number of 2019-2021 Performance Units earned based on our 2019 performance is set forth below, which performance units shall vest in or about March 2022 provided the NEO remains employed by our Company through such date:
Name
2019 Target
Performance Units
Attainment %
Units Earned
Glenn Lurie 116,034 20% 23,206
David Clark 37,131 20% 7,426
Jeffrey Miller 23,207 20% 4,641
Mary Clark 23,207 20% 4,641
Patrick Doran 23,207 20% 4,641
Other Benefits and Perquisites
Our NEOs are eligible to participate in all of our employee benefit plans (other than our employee stock purchase plan), such as medical, dental, vision, group life and disability insurance and our 401(k) plan, in each case, on the same basis as our other employees. In 2019, we leased an automobile (and paid applicable insurance and gas) for Mr. Clark, to be used primarily for business purposes and provided Mr. Lurie with an allowance of  $17,000 per year to be used for his automobile lease. There were no other special benefits or perquisites provided to any NEO in 2019.
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Financial Restatement, Recoupment and Related Policies
We have a comprehensive Code of Business Conduct and ensure that our employees comply with this policy. In accordance with this policy, we investigate all reported instances of questionable or unethical behavior, and where improper behavior is found to have occurred, we take appropriate remedial action up to and including termination. If the results of an investigation establish that one of our employees, officers or directors has committed fraud or engaged in some other improper act that has the result of causing our financial statements for any period to be restated or that otherwise adversely affects those financial statements, our Board has discretion to take immediate and appropriate disciplinary action against the individual, including but not limited to termination. In addition, our Board has discretion to pursue whatever legal remedies are available to prosecute the individual to the fullest extent of the law and to clawback or recoup any amounts he or she inappropriately received as a result of the improper action or inaction, including but not limited to any annual or long-term incentives that he or she received but would not have received had such act not be taken.
Executive Officer Stock Ownership Guidelines
We have instituted stock ownership guidelines for our executive officers with the purpose of ensuring they maintain a meaningful equity stake in our Company to further align their interests with those of our stockholders. Each executive officer who is also subject to Section 16 of the Exchange Act or who directly reports to our CEO (which includes all of our NEOs) is required to own, as of the later of January 1, 2020 or five years from the date on which the individual first began reporting to our CEO or first became a Section 16 officer, a number of vested shares of our Common Stock having a value at least equal to (a) in the case of our CEO, five times his then current base salary; (b) for any direct report of our CEO, three times that individual’s then current base salary, and (c) for other executive officers subject to this policy, one and one-half times the individual’s then current base salary.
If an executive officer is not compliant at the end of his or her phase-in period, our Compensation Committee may reduce future equity grants to that individual until he or she becomes compliant. Based on shareholdings on December 31, 2019, each of our NEOs exceeded his or her applicable minimum holding requirements on that date, other than Ms. Clark and Messrs. Clark and Miller as each of them joined us in 2018 and only a portion of their restricted stock and options have vested and, therefore, have not had an opportunity to acquire our Common Stock as of December 31, 2019.
Tax Matters
For federal income taxes, compensation is an expense that is fully tax deductible for almost all of our U.S. employees. As a result of changes made by the 2017 Tax Cuts and Jobs Act, compensation in excess of $1 million paid to anyone who serves as the chief executive officer, chief financial officer or who is among the three most highly compensated executive officers for any year beginning after December 31, 2016 generally is not deductible. The only exception to this rule is for compensation that is paid pursuant to a binding contract in effect on November 2, 2017, that would have otherwise been deductible under the prior Section 162(m) rules. Our Compensation Committee considers tax and accounting implications in determining all elements of our compensation plans, programs and arrangements.
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Compensation Committee Report(1)
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement submitted by the following members of the Compensation Committee:
William J. Cadogan, Chair
Peter Berger
Mohan Gyani
Thomas J. Hopkins
(1)
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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Summary Compensation Table
The following table sets forth all of the compensation awarded to, earned by, or paid to our NEOs for the years indicated:
Name and Principal Position
Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(8)
Non-Equity
Incentive Plan
Compensation
($)(9)
All Other
Compensation
($)
Total
($)
Glenn Lurie
Chief Executive Officer
2019 772,500 6,313,914(3) 435,442 463,500 36,270(10) 8,021,626
2018 750,000 4,475,013 614,947 594,000 140,989 6,574,949
2017 122,139 5,473,503 5,295,953 19,866 10,911,461
David Clark
Chief Financial Officer
2019 390,775 2,020,450(4) 139,340 136,722 18,881(11) 2,706,168
2018 215,833 1,199,997 445,028 98,926 9,854 1,969,638
Jeff Miller
Chief Commercial Officer
2019 388,850 1,262,776(5) 87,088 194,426 7,000(12) 1,940,140
2018 74,861 750,000 289,589 48,732 1,163,142
Mary Clark
Chief Products Officer
2019 360,500 1,262,776(6) 87,088 180,251 7,000(12) 1,897,615
2018 346,023 483,000 329,016 231,000 145,279 1,534,318
Patrick Doran
Chief Technology Officer
2019 357,410 1,262,776(7) 87,088 125,094 337,000(13) 2,169,368
2018 347,000 895,011 122,987 137,412 8,250 1,510,660
2017 330,000 75,000 1,190,882 455,081 8,100 2,059,063
(1)
The amounts set forth in this column represent the subjective individual component portion of our annual cash incentive bonus awards paid to the NEOs. See “Compensation Discussion and Analysis” above for further discussion of the subjective individual component.
(2)
The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of the performance share awards (with the grant date fair value determined using the probable outcome of the performance conditions) and the time-based restricted share award granted to our NEOs. See “Compensation Discussion and Analysis” above for further discussion of these share awards. See Footnote 2 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of our assumptions in estimating the fair value of our share awards. Our executive officers will not realize any value for these awards until sold.
(3)
Mr. Lurie was granted performance-based restricted cash units as 2019-2021 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 $4,789,870. Mr. Lurie was also granted time-based restricted stock award with a grant date value of  $1,524,044.
(4)
Mr. Clark was granted performance-based restricted cash units as 2019-2021 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 $1,532,754. Mr. Clark was also granted time-based restricted stock award with a grant date value of  $487,696.
(5)
Mr. Miller was granted performance-based restricted cash units as 2019-2021 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 $957,971. Mr. Miller was also granted time-based restricted stock award with a grant date value of  $304,805.
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(6)
Ms. Clark was granted performance-based restricted cash units as 2019-2021 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 $957,971. Ms. Clark was also granted time-based restricted stock award with a grant date value of  $304,805.
(7)
Mr. Doran was granted performance-based restricted cash units as 2019-202` 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 $957,971. Mr. Doran was also granted a time-based restricted share award with a grant date value of  $305,805.
(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 Footnote 2 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of our assumptions in estimating the fair value of our stock option awards. Our NEOs will not realize any value with respect to these awards until these awards are exercised or sold.
(9)
The amounts under this column include amounts earned based on our Company’s annual cash incentive bonus compensation plan described under “Compensation Discussion and Analysis” above.
(10)
Reflects amounts paid for (i) automobile expenses of  $29,270 and (ii) 401(k) company match of  $7,000, totaling $36,270.
(11)
Reflects amounts paid for (i) automobile expenses of 11,881 and (ii) 401(k) company match of  $7,000, totaling $18,881.
(12)
Reflects amounts paid for 401(k) company match of  $7,000.
(13)
Reflects amount paid for (i) retention payment of  $330,000 and (ii) 401(k) company match of  $7,000, totaling $337,000.
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Grants of Plan Based Awards
The following table sets forth each plan-based award granted to our NEOs during the year ended December 31, 2019. The FASB ASC Topic No. 718 value of these awards is also reflected in the Stock Awards and Option Awards columns of the Summary Compensation Table above:
Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards(1)
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
Number
of
Shares
of Stock
or Units
(#)
Awards
Securities
Underlying
Options
(#))
Exercise
or Base
Price of
Option
Awards
($/Sh)
Value of
Stock and
Option
Awards
($)(3)
Name(a)
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Glenn Lurie
463,500 927,000 1,622,250 174,051 348,101 696,202
6/6/2019 221,518 1,524,044
6/6/2019 148,920 6.88 435,442
David Clark
136,771 273,543 478,700 55,696 111,392 222,784
6/6/2019 70,886 487,696
6/6/2019 47,654 6.88 139,340
Jeffrey Miller
194,425 388,850 680,488 34,810 69,620 139,240
6/6/2019 44,303 304,805
6/6/2019 29,784 6.88 87,088
Mary Clark
180,250 360,500 630,875 34,810 69,620 139,240
6/6/2019 44,303 304,805
6/6/2019 29,784       6.88 87,088
Patrick Doran
125,094 250,187 437,827 34,810 69,620 139,240
6/6/2019 44,303 304,805
6/6/2019 29,784 6.88 87,088
(1)
Each of our NEOs was granted a non-equity incentive plan award pursuant to our 2019 annual cash incentive bonus compensation plan. The amounts shown in the “Threshold” column reflect the cash payment that would have been awarded under our 2019 annual cash incentive bonus plan if we had achieved the threshold payout level for a single corporate objective with the lowest weight. The amounts shown in the “Target” column reflect the target payment level under our 2019 cash annual incentive bonus plan if we had achieved all of the objectives previously approved by our Compensation Committee at target levels. The amounts shown in the “Maximum” column reflect the maximum payouts under our 2019 cash annual incentive bonus compensation plan if we had achieved all of the objectives previously approved by our Compensation Committee at or above the maximum level. The corporate and business components of our 2019 cash annual incentive bonus compensation plan are discussed in greater detail in “Compensation Discussion and Analysis” above. The actual amounts paid to each NEO are shown in the Summary Compensation Table above. The table does not include the individual discretionary component portion of the NEOs’ aggregate targeted annual cash incentive bonus amount.
(2)
Reflects 2019-2021 Performance Cash Unit as described in greater detail in “Compensation Discussion and Analysis” above. The amounts shown in the “Threshold” column reflect the 2019-2021 Performance Cash Units that will be earned if certain minimum financial goals are achieved. The amounts shown in the “Target” column reflect the number of 2019-2021 Performance Cash Units that will be earned if all of the 2019-2021 financial goals are achieved at target levels. The amounts shown in the “Maximum” column reflect the maximum number of 2019-2021 Performance Cash Units that can be earned if all of the 2019-2021 financial goals are achieved at or above maximum levels.
(3)
The amount in this column reflects the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of stock awards and options granted to our NEOs. See Footnote 2 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of our assumptions in estimating the fair value of our stock and option awards.
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Description of Awards Granted in 2019

Glenn Lurie:
On June 6, 2019, we granted Mr. Lurie (i) an option to purchase 148,920 shares of our Common Stock, (ii) 221,518 time-based restricted shares of our Common Stock and (iii) a target award of 348,101 2019-2021 Performance Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.

David Clark:
On June 6, 2019, we granted Mr. Clark (i) an option to purchase 47,654 shares of our Common Stock, (ii) 70,886 time-based restricted shares of our Common Stock and (iii) a target award of 111,392 2019-2021 Performance Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.

Jeffrey Miller:
On June 6, 2019, we granted Mr. Miller (i) an option to purchase 29,784 shares of our Common Stock, (ii) 44,303 time-based restricted shares of our Common Stock and (iii) a target award of 69,620 2019-2021 Performance Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.

Mary Clark:
On June 6, 2019, we granted Ms. Clark (i) an option to purchase 29,784 shares of our Common Stock, (ii) 44,303 time-based restricted shares of our Common Stock and (iii) a target award of 69,620 2019-2021 Performance Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.

Patrick Doran:
On June 6, 2019, we granted Mr. Doran (i) an option to purchase 29,784 shares of our Common Stock, (ii) 44,303 time-based restricted shares of our Common Stock and (iii) a target award of 69,620 2019-2021 Performance Cash Units, which are earned based on our Company’s achievement of performance metrics to be established by the Compensation Committee during fiscal year 2019, 2020 and 2021 discussed in the Compensation Discussion and Analysis section in this Proxy Statement.
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Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding each unexercised option and all unvested stock held by each of our NEOs as of December 31, 2019:
Option Awards
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)
Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(1)
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That
Have
Not Vested
(#)(24)
Glenn Lurie 264,115(2) 242,986 10.04 11/13/2024
1,000,000(3) 10.04 11/13/2024
51,494(4) 60,858 10.62 4/5/2025
148,920(5) 6.88 6/6/2026
60,176(6) 285,836
98,871(7) 69,637
221,518(8) 1,052,210
273,070(9) 1,297,082
180,528(10) 857,508
348,101(11) 1,653,479
David Clark 48,956(12) 81,593 6.41 7/6/2025
47,654(5) 6.88 6/6/2026
124,804(13) 592,819
70,886(8) 336,708
111,392(11) 529,112
Jeffrey Miller 22,847(14) 61,510 6.20 11/2/2025
29,784(5) 6.88 6/6/2026
90,726(15) 430,948
44,303(8) 210,439
69,620(11) 330,695
Mary Clark 36,666(16) 43,334 8.05 2/1/2025
29,784(5) 6.88 6/6/2026
16,875(17) 80,156