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 2021 Annual Meeting of Stockholders, which will be held on June 10, 2021, at 10:00 a.m. Eastern Time. The 2021 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/SNCR2021 during the meeting. We elected to use a virtual meeting given the current public health implications of COVID-19 and our desire to promote the health and welfare of our stockholders.
At the meeting, we will be electing two 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, 2021, holding an advisory vote on executive compensation, approving an increase to the number of shares issuable under the Company’s 2015 Equity Incentive Plan and acting upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.
Details regarding the 2021 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, 2020. We encourage you to read this information carefully.
It is important that your shares be represented and voted at the 2021 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 2021 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 2021 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 718-921-8200 ext. 4801 (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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Jeffrey Miller
President and Chief Executive Officer
April 21, 2021
 

 
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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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) on June 10, 2021 at 10:00 a.m. Eastern Time via a live interactive audio webcast on the Internet. We elected to use a virtual meeting given the current public health implications of COVID-19 (novel coronavirus) and our desire to promote the health and welfare of our stockholders. You will be able to vote and submit your questions at www.virtualshareholdermeeting.com/SNCR2021 during the meeting. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

Election of two members of the Company’s Board of Directors to serve until the 2024 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, 2021;

Advisory vote on executive compensation;

Approving an increase to the number of shares issuable under the Company’s 2015 Equity Incentive Plan; 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 21, 2021. The Notice contains instructions on how to access our proxy statement for our 2021 Annual Meeting of Stockholders (the “Proxy Statement”) and our annual report for the year ended December 31, 2020 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 12, 2021 (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 21, 2021
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on June 10, 2021. 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
43
2021 Proxy Statement Highlights
2
Compensation Committee Report
44
Questions & Answers About this Proxy Material and Voting
4
Summary Compensation Table
45
Corporate Governance at Synchronoss
10
Grants of Plan Based Awards Table
47
Stockholder Communications with our Board of Directors
12
Description of Awards Granted in 2019
49
Board of Directors and Committee Duties
12
Outstanding Equity Awards at Fiscal Year-End Table
50
Board Structure and Committees
12
Option Exercises and Stock Vested
53
Director Compensation
17
Employment Agreements
53
Director Stock Ownership Guidelines
19
Estimated Payments and Benefits
56
Limitation of Liability and Indemnification
19
Report of the Audit Committee
58
Compensation Risk Management Considerations
Equity Security Ownership of Certain Beneficial Owners and Management
Compensation Discussion and Analysis
22
Related Party Transactions
62
Compensation of Executive Officers
22
Other Matters
67
2020 Compensation Program Highlights
Proposal 1 — Election of Directors
2020 Executive Compensation Program
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
Proposal 4 — Increase to the number of shares issuable under the Company’s 2015 Equity Incentive Plan
Pay Mix
31
Stockholder Proposals for the Next Annual Meeting
88
2020 Compensation Decisions
32
No Incorporation by Reference
88
Recoupment and Related Policies
Contact for Questions and Assistance with Voting
 

 
Proxy Summary
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 two directors
Page 68
✓ 
For Nominees
Proposal 2:
Ratification of appointment of Ernst & Young LLP as independent registered public accountants
Page 74
✓ 
For
Proposal 3:
Advisory vote on executive compensation
Page 76
✓ 
For
Proposal 4:
Increase to the number of shares issuable under the Company’s 2015 Equity Incentive Plan
Page 77
✓ 
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/SNCR2021
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 2021 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 Thursday, June 10, 2021, and any postponements or adjournments thereof. Beginning on or about April 21, 2021, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials. As used in this proxy statement, the terms “Synchronoss,” the “Company,” “we,” “us,” and “our” mean Synchronoss Technologies, Inc. and its subsidiaries unless the context indicates otherwise.
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2021 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 68 for more information.
Matter
Board vote recommendation
Management proposals:
Election of two directors
For the director nominees
Ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021 For
Advisory vote on Executive Compensation For
Increase to the number of shares issuable under the Company’s 2015 Equity Incentive Plan 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
Stephen Waldis
53
2000
Executive Chairman
No
William J. Cadogan
72
2005
Retired, Vesbridge Partners
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, 2021.
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 2020, as described in this Proxy Statement. At our 2020 Annual Meeting of Stockholders, our stockholders showed strong support for our executive compensation with approximately 94% of the shares voting 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 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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Approval of Amendment of the Company’s 2015 Equity Incentive Plan
Our Board unanimously recommends that stockholders vote to approve the amendment and restatement of our 2015 Equity Incentive Plan (the “2015 Plan”) to, among other things, increase the aggregate number of shares authorized for issuance under the 2015 Plan. The purpose of this increase in the number of shares available for issuance is to continue to be able to attract, retain and motivate valued executive officers and other employees and certain consultants. Upon stockholder approval, an additional 3,000,000 shares of Common Stock will be reserved for issuance under the 2015 Plan, which will enable us to continue to grant equity awards to our officers, employees and consultants at levels determined by our Board to be necessary to attract, retain and motivate the individuals who will be critical to our Company’s success in achieving its business objectives and thereby creating greater value for all our stockholders. Furthermore, we believe that equity compensation aligns the interests of our management and other employees with the interests of our other stockholders. Equity awards are a key component of our incentive compensation program which we believe have been critical in attracting and retaining talented employees and officers, aligning their interests with those of stockholders, and focusing key employees on the long-term growth of our Company.
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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 Thursday, June 10, 2021 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 21, 2021. This Proxy Statement includes information that we are required to provide to you under rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”) and that is designed to assist you in voting your shares.
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, 2020; 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 44,174,731 shares were outstanding on the record date, and Series A Convertible Participating Perpetual Preferred Stock (the “Series A Preferred Stock”), of which 268,917 shares were outstanding on the record date. Holders of our Common Stock and Series A Preferred Stock are entitled to vote at the Annual Meeting in connection with the matters set forth in this Proxy Statement. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at Synchronoss’ 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 12, 2021, 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/SNCR2021.
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 9, 2021. 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 12, 2021, your shares of Common Stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” 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/SNCR2021. The webcast will start at 10:00 a.m. Eastern Time on June 10, 2021. 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 Stephen G. Waldis and William J.
Cadogan as members 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, 2021, “For” the approval of the compensation of the Company’s named executive officers and “For” the amendment of the Company’s 2015 Equity Incentive Plan. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
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 9, 2021, 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, 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 21, 2021, 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 two 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, 2021 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.
The amendment of the Company’s 2015 Equity Incentive Plan requires a “For” vote from the majority of the outstanding shares that are present in person or represented by proxy and cast affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted “For” or “Against” this proposal and will have no effect on this proposal. Because this proposal is a non-routine matter, broker non-votes are expected to exist in connection with this proposal.
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
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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.
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/SNCR2021, 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 (844) 976-9738 (Toll Free) or (303) 562-9301 (International Toll). Technical support will be available starting at 9:30 a.m. Eastern Time on June 10, 2021 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 10, 2021.
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 Workplace Code of Ethics and Business Conduct (the “Code”) that applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer, or those serving similar functions) and directors. The Guidelines and Code are available on the Investor Relations section of our website 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. Miller serve as our CEO and a member of our Board. As CEO, Mr. Miller 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 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 Jeffrey Miller, who serves as our CEO. Our independent directors meet in regularly scheduled executive sessions where only independent directors are present. Mr. Cadogan presides over those sessions. There are no family relationships among any of our directors or executive officers.
Board of Directors Oversight of Risk Management
Risk 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, 2020 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, 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 2020, our Board met 21 times and acted once by unanimous written consent. Each director attended at least 75% of the meetings of our Board and of each committee of which he or she served as a member. Each of our directors attended our 2020 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 shows the current membership of our Board and its committees, and the number of meetings held by our Board and its committees during 2020:
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Name
Audit
Committee
Compensation
Committee
Nominating/Corporate
Governance
Committee
Business
Development
Committee
Stephen G. Waldis*
M
William J. Cadogan
C
C
M
Jeffrey Miller
Thomas J. Hopkins
M
M
M
C
Laurie Harris
C
Frank Baker
M
M
Robert Aquilina
Kristin S. Rinne
M
M
Mohan Gyani
M
M
Peter Berger*
M
M
Total meetings in year 2020
9
7
1
0
M
Member      C   Chair
*
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.
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;

reviews with senior members of our management our policies and practices regarding risk assessment and risk management;
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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 nine times during 2020. Our Board annually reviews the definition of independence for Audit Committee members set forth in the Nasdaq listing standards and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) and 5605(c)(2) of the Nasdaq listing standards). In addition to qualifying as independent under the Nasdaq rules, each member of our Audit Committee can read and has a working understanding and comprehension of fundamental financial statements. Our Board has determined that each of 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 seven times during 2020. 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;

in consultation with the CEO, determine the salaries and incentive compensation of our other executive officers;
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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 2020.
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 2020, Deloitte did not perform any services for us other than its services to our Compensation Committee and received no compensation from our Company other than its fees in connection with the firm’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, 2020, 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 2020 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 once in 2020. All members of our Nominating/Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). In addition, our Nominating/Corporate Governance Committee:

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. Although we have not adopted a formal policy, our Nominating/Corporate Governance Committee is committed to considering a diverse slate of candidates in identifying director nominees or in searching for new directors.
Business Development Committee
The current members of our Business Development Committee are: Thomas J. Hopkins (Chair), William J. Cadogan, Frank Baker, Kristin S. Rinne and Stephen G. Waldis. All members of our Business Development Committee other than Mr. Waldis 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 2020. Our Business Development Committee reviews certain strategic business development and growth opportunities and recommends those that it determines are in line with our short-term and long-term strategic goals. Our Business Development Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com.
Director Compensation
This section provides information regarding the cash & equity compensation policies provided to our directors in 2020.
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 in three equal installments on the anniversary date of 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 $300,000. Mr. Waldis did not receive any cash incentive bonus in 2020. Mr. Waldis did receive an equity grant in 2020 as described below. In addition, Mr. Waldis received a 401(k) match and from January 1, 2020 to September 30, 2020, we leased an automobile (and paid applicable insurance and gas) for Mr. Waldis.
The following table sets forth the compensation awarded to, earned by, or paid to each person who served as a non-employee director during 2020. Mr. Lurie, our former Chief Executive Officer, President and director received no compensation for his service as a director in 2020 prior to his resignation. Mr. Miller, our current Chief Executive Officer and President, was appointed a director of our Company in March 2021 and does not receive additional compensation for his service as a director. Neither Mr. Lurie nor Mr. Miller are included in the table below.
Name*
Fees Earned or
Paid in Cash
($)
All Other
Compensation
Stock
Awards(1)
($)
Option
Awards(2)
($)
Total
($)
Stephen G. Waldis $ 300,000 $ 7,634(3) $ 143,998 $ 95,996 $ 557,628
William J. Cadogan $ 80,000 -0- $ 95,997 $ 63,998 $ 239,995
Mohan Gyani $ 62,500 -0- $ 95,997 $ 63,998 $ 222,495
Laurie Harris $ 70,000 -0- $ 95,997 $ 63,998 $ 229,995
Thomas J. Hopkins $ 82,500 -0- $ 95,997 $ 63,998 $ 242,495
Kristin S. Rinne $ 65,000 -0- $ 95,997 $ 63,998 $ 224,995
Robert Aquilina $ 50,000 -0- $ 95,997 $ 63,998 $ 209,995
Peter Berger(4) $ 62,500 -0- $ 95,997 $ 63,998 $ 222,495
Frank Baker(4) $ 60,000 -0- $ 95,997 $ 63,998 $ 219,995
(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, 2020 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, 2020 for a discussion of our assumptions in estimating the fair value of our stock option awards.
(3)
Reflects amounts paid for automobile expenses and 401(k) Company match.
(4)
Each of Messrs. Baker and Berger assigned their compensation to Siris Capital Group.
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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, 2020, each of our directors, directly or indirectly through Siris Capital Group for Messrs. Baker and Berger, owned at least the number of shares of our Common Stock required by these guidelines based on the price of our Common Stock on such date 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 payments of dividends or 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 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.
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 12, 2021. Information as of April 12, 2021 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
Jeffrey Miller
57
President, Chief Executive Officer and Director
David Clark
56
Chief Financial Officer
Christopher Hill
50
Executive Vice President, Products and Sales
Ronald J. Prague
57
Chief Legal Officer and Secretary
Patrick J. Doran
48
Chief Technology Officer
Jeffrey Miller has served as our President, Chief Executive Officer and a Director since March 2021, after holding the position of interim President and Chief Executive Officer since September 2020. Mr. Miller joined Synchronoss as Chief Commercial Officer in October 2018. Mr. Miller previously served as President of IDEAL Industries Technology Group from December 2017 to October 2018. Prior to IDEAL, Mr. Miller held several senior sales and operations positions at Motorola during a 16-year tenure, most recently as Corporate Vice President and General Manager of Operations in North America for Motorola Mobility, LLC. Mr. Miller received a degree in business from Miami University of Ohio and a master’s degree in Business Administration from The Ohio State University. Our Board believes Mr. Miller’s qualifications to sit on our Board include his broad experience in the software and services industry and his experience with our Company.
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.
Christopher Hill has been with Synchronoss since January 2018, was promoted to EVP, Products in May 2020 and has served as our EVP, Products and Sales since December 2020. Prior to joining Synchronoss, Mr. Hill was President of Tsuanimi AR/VR from 2016 to 2018 and President of OpenPeak from 2014 to 2016. Prior to that position, Mr. Hill spent 17 years at AT&T in various positions, ultimately as a Senior Vice President of Advanced Solutions. Mr. Hill received a bachelor’s degree in Economics from the University of Virginia and completed the General Management Program at Harvard Business School.
Ronald J. Prague has served as our Chief Legal Officer and Secretary since joining Synchronoss in 2006. Before joining Synchronoss, Mr. Prague held various senior legal 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 bachelor’s degree in business administration and marketing from Cornell University.
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 & Development and Chief Architect since joining our Company in 2002. From 2000 to 2002, Mr. Doran was a Senior Development Engineer at Agility Communications, a member of the technical staff at AT&T/Lucent from 1996 to 2000 and a Software Engineer at General Dynamics from 1995 to 1996. Mr. Doran received a degree in computer and systems engineering from Rensselaer Polytechnic Institute and a master’s degree in Systems and Industrial Engineering from Purdue University.
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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, 2020. The table below sets forth our NEOs for 2020:
Named Executive Officer
Title as of December 31, 2020
Jeffrey Miller(1) Chief Executive Officer and President
David Clark Chief Financial Officer
Patrick Doran Chief Technology Officer
Christopher Hill Executive Vice President, Product and Sales
Ronald Prague Chief Legal Officer
Glenn Lurie (2)
Former Chief Executive Officer and President and Former Director
Mary Clark (3) Former Chief Product Officer and Chief Marketing Officer
(1)
Mr. Miller was appointed as our President, Chief Executive Officer and a Director in March 2021, after serving as interim President and Chief Executive Officer since September 2020. Prior to September 2020, Mr. Miller served as Chief Commercial Officer.
(2)
Mr. Lurie resigned as our President and Chief Executive Officer and as a Director on September 18, 2020, and is no longer employed by our Company.
(3)
Ms. Clark’s employment with our Company was terminated without cause as Chief Product Officer and Chief Marketing Officer, effective as of May 1, 2020, and is no longer employed by our Company.
Executive Summary
Our executive compensation philosophy and programs are designed to attract, retain and motivate high-quality executives who possess the diverse skills and talents required to help us achieve our short and long-term financial and strategic goals. Our executive compensation programs are designed to foster a performance-oriented culture that aligns our executives’ interests with those of our stockholders over the long term. To provide for this alignment of interests, our compensation programs provide that over 70% of our CEO’s (based on Mr. Lurie’s compensation) and an average of approximately 59% of our NEOs’ targeted compensation is tied to long-term, equity-based incentives1. 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. Moreover, our Company needs to hit certain financial and strategic metrics in order for our NEOs to vest in the shares underlying our performance-based restricted shares or cash units. To further provide for performance-based equity awards, 100% of the total 2020 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 maximizing stockholder value, as the majority of each NEO’s compensation is allocated to performance-based incentives.
1
Calculated based on Mr. Miller’s base salary prior to his promotion to Chief Executive Officer and not including Mr. Hill who did not receive a NEO equity grant.
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2020 Executive Leadership Transition
On September 18, 2020, Glenn Lurie resigned as our President and Chief Executive Officer and as a Director of our Company. Jeffrey Miller was appointed as our President, Chief Executive Officer and a Director in March 2021, after serving as interim President and Chief Executive Officer since September 2020.
Mary Clark’s employment with our company as Chief Product Officer and Chief Marketing Officer was terminated without cause, effective as of May 1, 2020. In connection with her departure, we entered into a separation agreement with Ms. Clark. See Management Changes-Named Executive Officer Separation Agreement.
2020 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.
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.
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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.
Recoupment and
Related Policies
Investigation of all reported instances of questionable or unethical behavior of a director, NEO or other employee and, where improper behavior or failure to act is found to have occurred, we will take appropriate action up to and including termination. Our Board has discretion to pursue whatever legal remedies are available to prosecute that individual to the fullest extent of the law and may seek to recoup or recover any amounts that he or she inappropriately received as a result of his or her improper actions, including but not limited to any annual or long term incentives that he or she received to the extent the individual would not have received that amount had the improper action not been taken.
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 2020, 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.
2020 Executive Compensation Program
Cash Incentive Compensation
For our NEOs’ Annual Cash Incentive Bonuses in 2020 (other than Mr. Hill), our Compensation Committee approved the following metrics:

35% based on revenue for 2020;

35% based on non-GAAP EBITDA for 2020;

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 2020; and

10% based on the specific performance of each NEO as determined by the CEO.
In addition, each NEO (other than Mr. Hill) had the opportunity to earn another 10% of his annual cash compensation bonus target if our non-GAAP EBITDA for 2020 exceeded $45,000,000. Due to the economic uncertainty created by the global COVID-19 pandemic, our Company focused on our cash balance in a manner that would ensure our Company is positioned to remain financially secure and viable throughout 2020, and to accelerate growth in 2021 and beyond. As a result, in April 2020, our Compensation Committee established an additional incentive for each NEO (other than Mr. Hill) to receive up to an additional 30% of his annual cash compensation bonus target based on the following:
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If 2020 revenue was less than $309,000,000, then
Cash Balance
Payout
Less than $30,000,000
No payout
$30,000,000 to $31,999,000 21%
$32,000,000 to $33,999,000 22%
$34,000,000 to $35,999,000 23%
$36,000,000 to $37,999,000 24%
$38,000,000 to $39,999,000 25%
$40,000,000 or greater 30%
If 2020 revenue was $309,000,000 or greater, then
Cash Balance
Payout
Less than $36,000,000
No payout
$36,000,000 to $37,999,000 1%
$38,000,000 to $39,999,000 3%
$40,000,000 to $41,999,000 5%
$42,000,000 or greater
Committee Discretion
Our Compensation Committee provided that since the 2019 cash bonuses to the employees had not been paid at the time of the establishment of the additional incentive, the amount which was to be paid to the employees could be added back to the cash balance of our Company at the end of 2020 when calculating whether the above cash metric was met. Our Compensation Committee believes that revenue, non-GAAP EBITDA, cash balance 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, we believe several of these metrics are the key metrics many of our stockholders use in their evaluation of our Company. As such, we believe our cash incentive 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.
As Mr. Hill was not a NEO at the time our Compensation Committee approved the executive compensation plan, he was not included in the executive plan but instead had an individual compensation plan, based on three components:
(i)
50% based on the same metrics as the executive plan except: (a) 35% based on our Company’s 2020 revenue, (b) 25% based on our Company’s 2020 non-GAAP EBITDA, (c) 15% based on new customer deals and (d) 25% based on Mr. Hill’s individual performance;
(ii)
3712% based on our Company’s revised 2020 revenue targets, which were revised for certain individual compensation plans to account for the economic uncertainty created by the global COVID-19 pandemic, and adjusted to account for our renewal of our agreement with Verizon; and
(iii)
1212% based on our Company’s 2020 contribution margin, which was defined as (x) our Company’s 2020 revenue (adjusted as provided in (ii) above) less (y) cost of goods sold, depreciation and amortization and software capitalization.
Long-term Incentive Compensation
Each year, our Compensation Committee awards time-based vesting restricted shares, stock options and/or performance-based restricted cash units or shares to our NEOs as the long-term incentive component of their compensation. The annual mix and number, if any, of stock options, performance-based restricted cash units or shares and time-based vesting restricted shares granted to our NEOs are based on our Compensation Committee’s general understanding of pay practices for equivalent positions in our peer group, as well as published survey data for comparable roles at companies of a similar financial size in the same industry, our CEO’s recommendations (except for his own equity grants) and other factors it deemed
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appropriate. In 2020, our Compensation Committee granted only vesting stock options and performance-based restricted cash units to our NEOs except that Mr. Hill, who was not a NEO at the time our Compensation Committee approved equity grants, received only stock options.
2020-2022 Performance-Based Restricted Cash Units
Our 2020 long-term equity incentive plan was designed to reward financial and strategic performance during a three-year period from 2020 through 2022, and the restricted cash units granted under the long-term incentive plan (the “2020-2022 Performance Units”) are earned and vest, subject to achievement of pre-determined performance criteria during that period. Our NEOs are required to remain employed by our Company through February 2023 in order to vest in the cash units. Our Compensation Committee approved the following performance metrics for the 2020-2022 Performance Units:

One-third are earned based on the revenue in the three-year period of 2020 to 2022;

One-third are earned based on the non-GAAP EBITDA in the three-year period of 2020 to 2022; and

One-third are earned based on the total shareholder return of the Company’s common stock on NASDAQ in 2020-2022 compared to those companies that are listed on the Russell 2000 index (“TSR”).
As to the actual amount of 2020-2022 Performance Units granted to each NEO, and our Compensation Committee, in consultation with Deloitte, its compensation consultant, agreed that each NEO would receive only 80% of the long-term incentive targeted value initially proposed by management.
2020 Say on Pay Vote
At our 2020 Annual Meeting of Stockholders, approximately 94% of the shares voted were cast in favor of the advisory vote on executive compensation. We continuously strive to improve the level of stockholder support for our executive compensation program and, in 2020, met with several of our largest stockholders and solicited their feedback on our executive compensation policies. We continued an ongoing dialogue with our stockholders throughout the year on matters related to executive compensation, and our programs reflect feedback provided through these discussions. Our Compensation Committee 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
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 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
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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 2020 executive compensation decisions:
8x8 Inc. Medallia, Inc. Q2 Holdings, Inc.
Alarm.com Holdings, Inc. Mimecast Limited QAD, Inc.
Bottomline Technologies, Inc. Model N RingCentral Inc.
Box, Inc. PegaSystems, Inc. (not for CEO Comp) Upland Software
CommVault Systems, Inc. Progress Software Corporation Workive, Inc.
Cornerstone OnDemand, Inc. Proofpoint, Inc. Zendesk, Inc.
Manhattan Associates, Inc. PROS Holding, Inc. Zoom Video Communications
Our Compensation Committee reviewed the companies in our 2019 peer group in early 2020 in connection with its determination of the companies in our peer group for 2020 executive compensation decisions and, in consultation with Deloitte, eliminated Carbonite, Inc., FireEye, Inc., Hubspot, Inc., Imperva, Inc., MicroStrategy, Inc., Shutterstock, Inc. and Yext, Inc. because they were acquired or it was concluded they were no longer a match with the Company’s line of business and on-going strategy. To replace these companies, our Compensation Committee added Alarm.com Holdings, Inc., Medallia, Inc., Mimecast Limited, Model N, PROS Holding, Inc., Q2 Holdings, Inc., Upland Software, Workiva, Inc. and Zoom Video Communications as companies in our peer group and PegaSystems as a peer company other than our chief executive officer compensation, based on the similarities of the business offerings, financial profile, market capitalization and profitability of these companies with those of our Company. As a result of these changes, we believe the peer group utilized for purposes of 2020 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 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
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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 the proposed base salary changes with input from its compensation consultant.

Our Compensation Committee approves annual base salaries for our NEOs and reports the salaries to our full Board.
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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-established corporate and/or business goals and individual performance.
Key Features:

Each year, the target bonus for each NEO is set by our Compensation Committee based on each NEO’s employment agreement provisions, our CEO’s recommendation (except for his own target), 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 vesting restricted shares and performance-based restricted cash units based on grant date fair value (with vesting terms that generally extend up to four years) 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 2020, our Compensation Committee again decided to grant performance-based restricted 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 to protect against potential dilution. Each performance-based restricted 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 restricted 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 restricted cash unit vests, our Compensation Committee has discretion to either (i) pay cash equal to the product of the closing price of our Common Stock multiplied by the number of cash units that vested or (ii) issue one share of our Common Stock for each performance-based restricted cash unit.
Process:

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 restricted 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.
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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 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 September 2020, Glenn Lurie resigned as our President and CEO. Effective September 2020, Jeffrey Miller, our Chief Commercial Officer at the time, was elected our interim President and CEO, replacing Mr. Lurie. Upon his election as interim President and CEO, Mr. Miller’s base salary was increased from $388,500 to $500,000. Mr. Miller received no additional equity in 2020 other than the equity he received as Chief Commercial Officer. Effective March 2021, Mr. Miller was appointed as our President and CEO.
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,
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approximately 70% of Mr. Lurie, our former CEO’s targeted compensation and an average of approximately 59% of the targeted compensation of our other NEOs for 2020 was tied to long-term term incentives2.
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2020 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 revenue, non-GAAP EBITDA 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 evaluation of our Company. As a result, our NEOs are focused on growing revenue, non-GAAP EBITDA, total shareholder return 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.
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 consulting with our compensation consultant.
2
Calculated based on Mr. Miller’s base salary prior to his promotion to Chief Executive Officer and not including Mr. Hill who did not receive a NEO equity grant.
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In 2020, none of Messrs. Clark, Doran or Prague received an increase in his base salary. To assist our Company in managing its cash flow as a result of the COVID-19 pandemic, in May 2020, each of Messrs. Clark, Doran and Prague voluntarily agreed to a 15% reduction in his base salary for the remainder of 2020. Upon becoming our interim Chief Executive Officer and President, Mr. Miller’s base salary was increased from $388,500 to $500,000. Prior to Mr. Miller’s promotion, Mr. Miller had also voluntarily agreed to a 15% reduction in his base salary. In March 2020, Mr. Hill was promoted to Executive Vice President, Products and his base salary was increased from $309,000 to $325,000. In December 2020, Mr. Hill added certain commercial responsibilities and as a result his base salary was increased to $350,000. The table below sets forth each of our NEOs’ 2020 base salary as of December 31, 2020 and, for Messrs. Clark, Doran and Prague, their base salary as a result of the voluntary reduction.
Name
Base Salary
As of December 31, 2020
2020 Base Salary
after 15% Reduction
Jeffrey Miller $ 500,000 N/A
David Clark $ 390,775 $ 332,159
Christopher Hill $ 350,000 N/A
Patrick Doran $ 357,410 $ 303,798
Ronald Prague $ 350,200 $ 297,670
Glenn Lurie N/A* $ 618,000*
Mary Clark N/A** N/A**
*
On September 18, 2020, Mr. Lurie resigned as our President and Chief Executive Officer, and his employment terminated on October 18, 2020 in accordance with the terms of his employment agreement. His base salary in effect at the time his employment terminated was $772,500. In May 2020, Mr. Lurie had agreed to a 20% reduction in his base salary to $618,000.
**
Ms. Clark’s employment with our Company was terminated without cause on May 1, 2020. Her base salary in effect at the time her employment was terminated was $360,500.
2020 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 2020, our Compensation Committee kept the target bonus percentage of each of our NEOs at the same level as in 2019.
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The target cash incentive and maximum bonus percentages for each of our NEOs for 2020 were as follows:
Name
Target Incentive
Bonus Percentage
Maximum
Bonus Percentage
Jeffrey Miller
100% of base salary
175% of base salary
David Clark
70% of base salary
122.5% of base salary
Christopher Hill
100% of base salary
175% of base salary
Patrick Doran
70% of base salary
122.5% of base salary
Ronald Prague
60% of base salary
105% of base salary
Glenn Lurie*
120% of base salary
210% of base salary
Mary Clark*
100% of base salary
175% of base salary
*
As Mr. Lurie and Ms. Clark were not employed by our Company on December 31, 2020, neither of them received any cash incentive bonus in 2020.
2020 Objectives
For 2020, the cash incentive bonus for each of our NEOs (other than Mr. Hill) 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 (other than Mr. Hill) had the opportunity to earn up to 30% of his annual bonus target if our Company’s cash balance achieved certain levels.
Our Compensation Committee established (i) 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 2020 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 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 NEOs receiving up to 175% of the target amount attributed to that component.
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The components of the 2020 cash incentive compensation plan are set forth below:
Corporate Component
Weighting
Threshold
50% payout
100% payout
Maximum
175% payout
Revenue
35%
$309,000,000
$332,000,000
$355,000,000
Non-GAAP EBITDA
35%
$17,000,000
$30,000,000
$43,000,000
Number of new deals with contribution margin of greater than 30% and minimum TCV of $1million
20%
8
12
16
Individual Component
10%
N/A
N/A
N/A
Cash Balance
30%
N/A
N/A
N/A
2020 Corporate Component
In 2020, our revenue was $291,700,000, which was below the minimum revenue target and therefore our NEO’s did not receive any payout for this metric. Our non-GAAP EBITDA for 2020 was $27,404,000, which was 90% of the target non-GAAP EBITDA and therefore, our NEOs (other than Mr. Hill) received 90% payout for this metric. Our Company signed eleven new deals with contribution margin of greater than 30% and minimum TCV of $1,000,000, and therefore, our NEOs (other than Mr. Hill) received 87.5% payout for this metric.
In addition, as described above, each NEO (other than Mr. Hill) was eligible to earn another 30% of his annual bonus target based on our Company’s cash balance at the end of 2020. As our cash balance was $33,600,000 at the end of the year and the bonus payment to employees was approximately $12,900,000 and therefore under the metrics provided by our Compensation Committee, our NEOs (other than Mr. Hill) were to each receive 100% payout with respect to this metric.
2020 Individual Component
In 2020, the individual component of each NEO’s (other than Mr. Hill) 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. Miller’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. Miller received 80% due to his strong performance in assuming the role of interim President and Chief Executive Officer after Mr. Lurie resigned and in leading our Company to strong performance in the last half of the year in this role.

Mr. Clark received 50% due to his contributions leading significant cost cutting initiatives and real estate consolidations that resulted in improved Company profitability.

Mr. Hill received 90% as a reflection of his significant expansion of responsibilities during 2020 and his leadership in refinement of the Company’s product portfolio and go-to-market strategy.

Mr. Doran received 80% due to his efforts to successfully launch numerous new Cloud and Messaging customers during the year and for improvements in R&D operating.
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Mr. Prague received 100% due to his significant contributions in successful completion of key commercial contracts during 2020 as well as leading the training and education related to workplace conduct, compliance and updates to the Company Code of Conduct and managing our litigation and other legal matters.
The level of plan payout that was applied to each of the performance components of the 2020 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
Revenue 35% $ 291,700,000 0% 0%
Non-GAAP EBITDA 35% $ 27,400,000 90% 31.5%
Number of new deals with contribution margin of 30% and minimum TCV of $1 million
20% 11 87.5% 17.5%
Individual Component 10% % % %
Cash Balance 30% $ 46,500,000 N/A% 30%
Based on the formula originally established by our Compensation Committee, in calculating the cash balance, the $12,900,000 paid to employees in connection with their cash bonuses was added to the ending cash balance of our Company at the end of the year, which would have resulted in the full 30% for this component. However, our Compensation Committee, in consultation with Deloitte and discussions with Mr. Miller, reduced the component related to the cash balance to 13%, which resulted in a payout for those NEOs who received 80% under his individual performance component to 70%. In the event that a NEO’s individual performance was below or above 80%, the NEO’s cash incentive compensation would vary with respect to this 10% individual performance component.
Chris Hill
As described above, as Mr. Hill was not a NEO at the time our Compensation Committee approved the executive compensation plan, Mr. Hill had an individual compensation plan, consistent with his compensation plan in prior years.

Since Mr. Hill was not a NEO at the time our Compensation Committee approved the 2020 Cash Incentive Bonus Plan, consistent with all eligible non-NEO employees, he earned 70% of the corporate component of his 2020 bonus (which accounts for 50% of his overall bonus). As Mr. Hill received 90% with respect to his individual performance, he received 70% or $113,750 with respect to the corporate component.

With respect to the company revenue and contribution margin components, Mr. Hill’s individual compensation plan is set forth below:
Corporate Component
Weighting
Threshold
50% payout
100% payout
Maximum
175% payout
Revenue 3712% $ 283,000,000 $ 315,000,000 $ 347,000,000
Contribution Margin 1212% 32% 35% 39%
To incent certain individuals who had individual plans as a result of the difficulties caused by the COVID-19 pandemic in securing new deals, in April of 2020, Mr. Lurie, as Chief Executive Officer at the time, Mr. Miller,
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as Chief Commercial Officer at the time, and Mr. Clark, as Chief Financial Officer, revised certain components of the commercial team’s compensation to reduce the revenue component of each of their compensation plans as provided above and adjusted the revenue to add back the $9,400,000 of Verizon revenue that our Company was required to spread over time as a result of the renewal of our agreement with Verizon in calculating our Company’s 2020 revenue. As Mr. Hill was not a NEO at the time and, as described above, had an individual compensation plan as a member of our commercial team, his individual compensation plan was similarly adjusted. Accordingly, as our revenue in 2020 was $301,000,000 after adding back the Verizon revenue, Mr. Hill received 78% of this component or $95,063. With respect to the contribution margin of Mr. Hill’s compensation plan, as our Company’s contribution margin in 2020, after adding back the Verizon revenue, was 38.2%, representing 160% of the target contribution margin in Mr. Hill’s compensation plan, Mr. Hill received $65,000 with respect to this component. Accordingly, Mr. Hill received a total of $273,813 under his cash incentive compensation plan. In addition, Mr. Hill received a special $15,000 bonus provided to other non-executive key employees of our Company.
The above calculations resulted in the following payout amounts under the 2020 cash incentive bonus plan for each of our NEOs:
Executive
Target Bonus
Percentage of
Target Awarded
Actual
Bonus Awarded
Jeffrey Miller $ 416,638 70% $ 294,674
David Clark $ 273,544 67% $ 183,274
Patrick Doran $ 250,188 70% $ 175,171
Christopher Hill $ 325,000 84% $ 273,813
Ronald Prague $ 210,120 72% $ 151,286
Glenn Lurie $ 927,000 0% $ 0*
Mary Clark $ 360,500 0% $ 0*
*
As Mr. Lurie and Ms. Clark were not employed by our Company on December 31, 2020, neither of them received any cash incentive bonus in 2020.
2020 Long-Term Incentive Compensation Plan
Our Compensation Committee awarded time-based vesting stock options and performance-based restricted 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 vesting stock options and the target number of performance-based restricted cash units 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 Stock Options and Performance-Based Restricted Cash Units
In February 2020, in consultation with our compensation consultant, our Compensation Committee granted time-based vesting options to purchase shares of our Common Stock (25% of such NEO’s equity award) and performance-based restricted cash units (75% of such NEO’s equity award) to each of our NEOs
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(other than Mr. Hill). The time-based vesting stock options vest one-third on each of the first, second and third anniversary of their grant date. The performance-based restricted cash units vest upon the Compensation Committee approving the level of performance against pre-established metrics for such grants, and such approval is expected to occur on or about February 28, 2023. Each component is subject to the NEO remaining employed through the date of such approval in 2023. 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 2020,” below.
As Mr. Hill was not a NEO at the time equity was granted to the NEO’s. Mr. Hill was granted 20,718 stock options but no performance-based restricted cash units as part of the annual equity grant provided to other employees. In addition, in connection with his promotion to Executive Vice President, Product, Mr. Hill received a grant of an additional 14,000 stock options. In addition, Mr.Hill received a grant of an additional 25,000 stock options in connection with a retention program provided to other critical employees.
The following table sets forth the number of 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 2020.
Name
Number of Shares
Subject to Options
Number of Performance – 
Based Restricted Cash Units
Jeffrey Miller 36,832 110,497
David Clark 58,931 176,795
Christopher Hill 59,718
Ronald Prague 27,624 82,872
Patrick Doran 46,040 136,121
Performance-Based Restricted Cash Units
2018-2020 Performance-Based Restricted Cash Units
In April 2018, our Compensation Committee granted 2018-2020 performance-based restricted cash units to our NEOs employed as of the grant date. The following table sets forth the 2018-2020 performance-based restricted cash units or shares (collectively, the “2018-2020 Performance Units”) awarded to our NEOs other than Messrs. Hill, Clark and Miller who did not receive any performance-based restricted cash units or shares as part of their new hire compensation packages as they joined our Company in January, July and October 2018, respectively:
Name
2018 – 2020 Target
Performance Units
2018 Target
Performance Units
2019 Target
Performance Units
2020 Target
Performance Units
Ronald Prague 40,960 13,653 13,653 13,654
Patrick Doran 54,614 18,204 18,205 18,205
The 2018-2020 Performance Units provide the opportunity to earn the identified performance-based restricted cash units based on the performance of our business during 2018, 2019 and 2020. Our NEOs were required to remain employed by our Company through March 2021 in order to vest in the cash units or shares. Our Compensation Committee will determine whether to settle the vested performance-based units in cash or shares of our Common Stock at the time they vest.
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The following were the performance targets for the plan established by our Compensation Committee: 40% based on revenue, 40% based on non-GAAP EBITDA and 20% based on a strategic objective established by our Compensation Committee 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 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 companies in the Russell 2000 index (“TSR”).
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 the Compensation, Discussion and Analysis section of our 2019 and 2020 proxy statements, our NEOs earned 51.4% of the target number of the 2018-2020 Performance Units allocable to 2018 based on our Company’s 2018 financial performance and did not receive any of the 2018-2020 Performance Units allocable to 2019 based on our Company’s 2019 financial performance. The actual number of 2018-2020 Performance Units earned based on each of our 2018 and 2019 performance is set forth below, which performance units vested in February 2021:
Name
2018 – 2020 Target
Performance
Units
2018 Target
Performance
Units
Attainment %
Units
Earned
2019 Target
Performance
Units
Attainment %
Units
Earned
Ronald Prague 40,960 13,653 51.4% 7,018 13,653 0 0
Patrick Doran 54,614 18,204 51.4% 9,357 18,204 0 0
2020 Performance Period — One-third of the 2018-2020 Performance-Based Restricted Cash Units
In February 2020, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2020 portion of the 2018-2020 Performance-Based Restricted Cash Units:
Corporate Component
Weighting
Threshold
50% payout
Target
100% payout
Maximum
200% payout
Revenue 40% $ 309,000,000 $ 332,000,000 $ 355,000,000
Non-GAAP EBITDA 40% $ 17,000,000 $ 30,000,000 $ 43,000,000
TSR 20% 35th       50th       75th
In 2020, using the same adjustments and calculations as described above under our 2020 cash incentive compensation plan, our NEOs did not receive any portion with respect to the revenue metric and received 90% with respect to the Non-GAAP EBITDA metric. With respect to the Total Shareholder Return (“TSR”) metric, our Company’s TSR compared to the the Russel 2000 was in the 35th percentile, i.e, Threshold. However, our Compensation Committee, using its discretion, credited the NEOs with a 40% payout, rather than a 50% payout.
As a result, each NEO received the following payout with respect to our Company’s 2020 performance:
Corporate Component
Achievement
Plan Payout
Weighting
Payout
Revenue $ 291,700,000 0% 40% 0%
Non-GAAP EBITDA $ 27,400,000 90% 40% 36%
TSR 35th 40% 20% 8%
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As a result, our NEOs earned 44% of the target number of the 2018-2020 Performance Units allocable to 2020 based on our Company’s 2020 financial performance. The actual number of 2018-2020 Performance Units earned based on our 2020 performance is set forth below, which performance units vested in February 2021:
Name
2019 Target
Performance
Units
Attainment %
Units Earned
based on 2020
Performance
Total Number of
Performance Units
Earned Based on 2018
& 2019 Performance
Total Number
of Performance
Units Earned
Ronald Prague 40,960 44% 6,007 7,018 13,025
Patrick Doran 54,614 44% 8,009 9,357 17,366
Our Compensation Committee agreed to pay the NEOs in the number of shares of our Company’s Common Stock equal to the number of Performance-Based Restricted Cash Units.
2019-2021 Performance-Based Restricted Cash Units
In April 2019, our Compensation Committee granted 2019-2021 performance-based restricted cash units to our NEOs (other than Mr. Hill who was not a NEO on such date) employed as of the grant date. The following table sets forth the 2019-2021 performance-based restricted cash units (collectively, the “2019-2021 Performance Units”) awarded to our NEOs:
Name
2019 – 2021 Target
Performance Units
2019 Target
Performance Units
2020 Target
Performance Units
2021 Target
Performance Units
Jeffrey Miller 69,620 23,207 23,207 23,206
David Clark 111,392 37,131 37,131 37,130
Ronald Prague 52,215 17,405 17,405 17,405
Patrick Doran 69,620 23,207 23,207 23,206
The 2019-2021 Performance-Based Restricted Units provide the opportunity to earn the identified performance-based restricted 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 restricted 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 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.
As previously disclosed in the Compensation Discussion and Analysis section of our proxy statement for our 2020 annual meeting of stockholders, our NEOs earned 20% of the target number of the 2019-2021
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Performance Units allocable to 2019 based on our 2019 financial performance. The actual number of 2019-2021 Performance Units earned based on each our 2019 performance is set forth below, which performance units shall vest in or about February 2022:
Name
2019 – 2021 Target
Performance Units
2019 Target
Performance Units
Attainment %
Units Earned
Jeffrey Miller 69,620 23,207 20% 4,641
David Clark 111,392 37,131 20% 7,426
Ronald Prague 52,215 17,405 20% 3,481
Patrick Doran 69,620 23,207 20% 4,641
2019 Performance Period — One-third of the 2019-2021 Performance-Based Restricted Cash Units
In February 2020, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2019 portion of the 2019-2021 Performance-Based Restricted Cash Units:
Corporate Component
Weighting
Threshold
50% payout
Target
100% payout
Maximum
200% payout
Revenue 40% $ 309,000,000 $ 332,000,000 $ 355,000,000
Non-GAAP EBITDA 40% $ 17,000,000 $ 30,000,000 $ 43,000,000
Revenue Diversity 20% $ 17,500,000 $ 19,000,000 $ 20,500,000
In 2020, using the same adjustments and calculations as described above under our 2020 cash incentive compensation plan, our NEOs did not receive any portion with respect to the revenue metric and received 90% with respect to the Non-GAAP EBITDA metric. With respect to the Revenue Diversity metric, the actual Revenue Diversity was $3,350,000, resulting in no payment for this metric. As a result, each NEO received the following payout with respect to our Company’s 2020 performance:
Corporate Component
Achievement
Plan Payout
Weighting
Payout
Revenue $ 291,700,000 0% 40% 0%
Adjusted Non-GAAP EBITDA $ 17,400,000 90% 40% 36%
Revenue Diversity       $ 3,350,000 0% 20% 0%
As a result, our NEOs earned 36% of the target number of the 2019-2021 Performance Units allocable to 2020 based on our Company’s 2020 financial performance. The actual number of 2019-2021 Performance Units earned based on our 2020 performance is set forth below, which performance units shall vest in or about February 2022 provided the NEO remains employed by our Company through such date:
Name
2020 Target
Performance Units
Attainment %
Units Earned
Jeffrey Miller 23,207 36% 8,355
David Clark 37,131 36% 13,367
Ronald Prague 17,405 36% 6,266
Patrick Doran 23,207 36% 8,355
2020-2022 Performance-Based Restricted Cash Units
In February 2020, our Compensation Committee granted 2020-2022 performance-based restricted cash units to our NEOs (other than Mr. Hill who was not a NEO on such date) employed as of the grant date.
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The following table sets forth the 2020-2022 performance-based restricted cash units (the “2020-2022 Performance Units”) awarded to our NEOs:
Name
2020 – 2022 Target
Performance Units
2020 Target
Performance Units
2021 Target
Performance Units
2022 Target
Performance Units
Jeffrey Miller 110,497 36,832 36,832 36,833
David Clark 176,795 58,932 58,932 58,931
Partick Doran 138,121 46,041 46,040 46,040
Ronald Prague 82,872 27,624 27,624 27,624
The 2020-2022 Performance Units provide the opportunity to earn the identified performance-based restricted cash units based on the performance of our business during 2020, 2021 and 2022. Our NEOs are required to remain employed by our Company through February 2023 in order to vest in the cash units. Our Compensation Committee will determine whether to settle the vested performance-based restricted cash units in cash or shares of our Common Stock at the time they vest.
The following were the performance targets for the plan established by our Compensation Committee: 40% based on revenue, 40% based on non-GAAP EBITDA and 20% based on a strategic objective established by our Compensation Committee. For the 2020, our Compensation Committee designated TSR as the strategic metric.
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.
2020 Performance Period — One-third of the 2020-2022 Performance Units
In February 2021, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2020 portion of the 2020-2022 Performance Shares:
Corporate Component
Weighting
Threshold
50% payout
Target
100% payout
Maximum
200% payout
Revenue 3313% $ 309,000,000 $ 332,000,000 $ 355,000,000
Non-GAAP EBITDA 3313% $ 17,000,000 $ 30,000,000 $ 43,000,000
TSR 3313% 35th 50th 75th
In 2020, using the same adjustments and calculations as described above under our 2020 cash incentive compensation plan, our NEOs did not receive any portion with respect to the revenue metric and 90% with respect to the Non-GAAP EBITDA metric. With respect to the TSR, based on the same analysis, our TSR was in the 35th percentile and our Compensation Committee provided that our NEOs receive 40% for this metric rather than the original 50%. As a result, each NEO received the following payout with respect to our Company’s 2020 performance:
Corporate Component
Achievement
Plan Payout
Weighting
Payout
Revenue $ 291,700,000 0% 3313% 0%
Adjusted Non-GAAP EBITDA $ 27,400,000 90% 3313% 30%
TSR       35th 40% 3313% 13.33%
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As a result, our NEOs earned 43.3% of the target number of the 2020-2022 Performance Units allocable to 2020 based on our Company’s 2020 financial performance. The actual number of 2020-2022 Performance Units earned based on our 2020 performance is set forth below, which performance units shall vest in or about February 2023 provided the NEO remains employed by our Company through such date:
Name
2020 Target
Performance Units
Attainment %
Units Earned
Jeffrey Miller 36,832 43.33% 15,961
David Clark 58,932 43.33% 25,538
Ronald Prague 27,624 43.33% 11,970
Patrick Doran 46,041 43.33% 19,951
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 2020, we leased an automobile (and paid applicable insurance and gas) for Mr. Clark, to be used primarily for business purposes. There were no other special benefits or perquisites provided to any NEO in 2020.
Recoupment and Related Policies
We have a comprehensive Workplace Code of Ethics and 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
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shareholdings on December 31, 2020, each of our NEOs exceeded his or her applicable minimum holding requirements on that date, other than Messrs. Clark, Hill 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 the requisite amount of our Common Stock as of December 31, 2020.
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 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.
Management Changes-Named Executive Officer Separation Agreement
Mary Clark’s employment with our Company as Chief Products Officer and Chief Marketing Officerwas terminated without cause, effective as of May 1, 2020. In connection with her departure, Ms. Clark entered into a Release Agreement with our Company, consistent with the terms of our Executive Compensation Plan. The Release Agreement includes a general release of claims in favor of our Company, and provides for the following payments to Ms. Clark: (i) severance payment in the amount of $540,750 (less applicable withholdings and deductions) paid in 36 equal bi-monthly payments, (ii) lump sum severance payment in the amount of $308,438 (less applicable withholdings and deductions) paid on March 15, 2021, (iii) the gross amount of $11,937, which is intended to cover the employer portion of any COBRA payments for a period of eighteen months following the Termination Date, all such payments are consistent with the terms of our Executive Compensation Plan. All of Ms. Clark’s unvested equity terminated as of May 1, 2020.
Compensation Committee Report(1)
The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement submitted by the following members of the Compensation Committee:
William J. Cadogan, Chair
Peter Berger
Mohan Gyani
Thomas J. Hopkins
(1)
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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Summary Compensation Table
The following table sets forth all of the compensation awarded to, earned by, or paid to our NEOs for the years indicated:
Name and Principal Position
Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($)(2)
Option
Awards
($)(9)
Non-Equity
Incentive Plan
Compensation
($)(10)
All Other
Compensation
($)
Total
($)
Jeffrey Miller President and Chief Executive Officer
2020 403,110 600,000(3) 200,000 291,647 7,000(11) 1,501,757
2019 388,850 1,262,776 87,088 194,426 7,000 1,940,140
2018 74,861 750,000 289,589 48,732 1,163,142
David Clark
Chief Financial Officer
2020 354,140 960,000(4) 320,000 183,274 18,380(12) 1,835,794
2019 390,775 2,020,450 139,340 136,722 18,881 2,706,218
2018 215,833 1,199,997 445,028 98,926 9,854 1,969,638
Christopher Hill
EVP, Product and Sales
2020 321,083 15,000 254,018 273,813 7,000(11) 870,914
Patrick Doran
Chief Technology Officer
2020 323,903 750,000(5) 250,000 175,131 7,000(11) 1,506,034
2019 357,410 1,262,776 87,088 125,094 337,000 2,169,368
2018 347,000 895,011 122,987 137,412 8,250 1,510,660
Ronald Prague
Chief Legal Officer
2020 317,689 450,000(6) 150,000 151,286 7,000(11) 1,075,975
Glenn Lurie Former President and Chief Executive Officer
2020 549,528 3,000,000(7) 1,000,000 0 22,652(13) 4,572,180
2019 772,500 6,313,914 435,442 463,500 36,250 8,021,626
2018 750,000 4,475,013 614,947 594,000 140,989 10,911,461
Mary Clark
Former Chief Product and Marketing Officer
2020 121,532 600,000(8) 200,000 0 862,477(14) 1,784,009
2019 360,500 1,262,776 87,088 180,251 7,000 1,897,615
2018 346,023 895,011 329,016 231,000 145,279 1,534,318
(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, 2020 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. Miller was granted performance-based restricted cash units as 2020-2022 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 $1,200,000.
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(4)
Mr. Clark was granted performance-based restricted cash units as 2020-2022 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 $1,919,994.
(5)
Mr. Doran was granted performance-based restricted cash units as 2020-2022 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 $1,500,000.
(6)
Mr. Prague was granted performance-based restricted cash units as 2020-2022 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 $900,000.
(7)
Mr. Lurie was granted performance-based restricted cash units as 2020-2022 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 $6,000,000. As Mr. Lurie resigned from our Company, he will not receive any of the 2020-2022 Performance Cash Units.
(8)
Ms. Clark was granted performance-based restricted cash units as 2020-2022 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 $1,200,000. As Ms. Clark was terminated without cause from our Company, she will not receive any of the 2020-2022 Performance Cash Units.
(9)
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, 2020 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.
(10)
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.
(11)
Reflects amounts paid for 401(k) company match.
(12)
Reflects amounts paid for (i) automobile expenses of 11,380 and (ii) 401(k) company match of $7,000, totaling $18,380.
(13)
Reflects amounts paid for (i) automobile expenses of $17,824 and (ii) 401(k) company match of $4,828, totaling $22,652.
(14)
Reflects amounts paid for (i) severance payments of $849,188, (ii) 401(k) company match of $1,352 and (iii) COBRA subsidy of $11,937, totaling $862,477.
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Grants of Plan Based Awards
The following table sets forth each plan-based award granted to our NEOs during the year ended December 31, 2020. The FASB ASC Topic No. 718 value of these awards is also reflected in the Stock Awards and Option Awards columns of the Summary Compensation Table above:
Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards (1)
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
Number
of
Shares
of Stock
or Units
(#)
Awards
Securities
Underlying
Options
(#))
Exercise
or Base
Price of
Option
Awards
($/Sh)
Value of
Stock and
Option
Awards
($)(3)
Name(a)
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Jeffrey Miller(4)
250,000 500,000 875,000 55,248 110,497 220,994
2/20/2020 36,832 5.43 200,000
David Clark
136,771 273,543 478,700 88,398 176,795 353,590
2/20/2020 58,931       5.43 320,000
Chris Hill
162,500 325,000 568,750
2/20/2020 20,718 5.43 112,500
7/1/2020 14,000 3.43 48,000
9/11/2020