| SYNCHRONOSS TECHNOLOGIES, INC. | ||||
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2017 . 2017 Ratification of Ernst & Young LLP as Independent Registered Public Accounting Firm 2016 If on March 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 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 atwww.proxyvote.com. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form. 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." 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. 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 determinations about how frequently to ask the Company's stockholders to consider an advisory proposal on executive compensation. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE . relevant laws and regulations regarding the definition of independent, including those set forth in pertinent listing standards of the Nasdaq Global Market (" Secretary. Each regard to us. The following table provides membership, chair and Name Stephen G. Waldis William J. Cadogan Charles E. Hoffman Thomas J. Hopkins James M. McCormick Donnie M. Moore Total meetings in year 2015 amended (the 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 Name William J. Cadogan Charles E. Hoffman Thomas J. Hopkins James M. McCormick Donnie M. Moore law. Executive Summary Performance-based cash bonus tied primarily to achievement of corporate short-term financial goals and individual performance. Equity awards that deliver value based on the performance of our Total compensation is heavily weighted toward • Provide base salary based on our Compensation Committee's general understanding of current competitive compensation practices, corporate achievement, Executive Compensation Program At our As we continue to grow as a company, competitive market practices become an increasingly important factor in our Compensation Committee's decision-making process, although received. In determining the criteria for our NEOs' incentive compensation, The table below sets forth each of our NEOs' Name Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer David Schuette Name Stephen G. Waldis Karen L. Rosenberger Robert Garcia Daniel Rizer David Schuette Name Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer The corporate component of the Corporate Component Non-GAAP Revenue* Non-GAAP EBITDA* Corporate Component Non-GAAP Revenue* * These financial measures are non-GAAP measures and should not be reviewed in isolation or as substitutes for our financial results as reported in accordance with GAAP. Please seeAppendix A for an explanation Executive Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer David Schuette Name Stephen G. Waldis Karen L. Rosenberger Robert Garcia Daniel Rizer Name Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer Name Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer Corporate Component Non-GAAP Revenue* $522,775,000 $565,000,000 $595,160,000 60% Non-GAAP EBITDA* Cloud Revenue Corporate Component Non-GAAP Revenue* Non-GAAP EBITDA* Cloud Revenue Name Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer time of grant and will not be disclosed in this Proxy Statement due to the proprietary nature and competitive sensitivity of that information. The performance targets and achieved results will be fully disclosed after completion of the Name Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer Stephen G. Waldis Chairman of the Board and CEO Karen L. Rosenberger EVP, Chief Financial Officer and Treasurer Robert Garcia President & Chief Operating Officer Daniel Rizer EVP, Business Development and Product Management David Schuette(1) EVP, Enterprise Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer David Schuette Option Awards Name Stephen G. Waldis Karen L. Rosenberger Robert Garcia Daniel Rizer David Schuette Option Exercises and Stock Vested Name Stephen G. Waldis Karen L. Rosenberger Robert E. Garcia Daniel Rizer David Schuette Name of Beneficial Owner (*) Stephen G. Waldis James M. McCormick William J. Cadogan Charlie E. Hoffman Thomas J. Hopkins Donnie M. Moore Karen L Rosenberger Robert E. Garcia Daniel Rizer David Schuette All executive officers and directors as a group (15 persons) FMR LLC, 82 Devonshire Street, Boston, MA 02109 Blackrock, Inc., 40 East 52nd Street, New York, NY 10022 Oak Ridge Investments LLC, 10 S. LaSalle St., Chicago, IL 60603 RBC Global Asset Management (US) Inc., The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 Sharkey DIRECTOR April 6, 2017, appears below under the heading “Equity Security Ownership of Certain Beneficial Owners and Management." Thomas J. Hopkins is a Managing Director of Colchester Capital, LLC, an investment firm. Prior to Colchester Capital, Mr. Hopkins was involved in investment banking, principally at Deutsche Bank (and its predecessor Alex, Brown & Sons), Goldman, Sachs & Co. and Bear Stearns. He began his investment banking career at Drexel Burnham Lambert. Prior to investment banking, Mr. Hopkins was a lawyer for several years. Mr. Hopkins received a Bachelor of Arts degree from Dartmouth College, a juris doctorate from Villanova University School of Law and a master in business administration degree from the Wharton School at the University of Pennsylvania. Our Board believes Mr. Hopkins' qualifications to sit on our Board include his extensive financial expertise and his years of experience providing strategic advisory services to complex organizations. Business Development proposal. Total Fees All services described and 2015. The audit fees also include the review of quarterly financial statements included in the Company's quarterly reports on Form 10-Q, statutory audits of foreign subsidiaries and other regulatory filings or similar engagements. NEOs. The this proposal. NEOs. Non-GAAP financial measures and reconciliation: GAAP Revenue Add: Deferred Revenue Write-Down Non-GAAP Revenue GAAP Revenue Less: Cost of Services GAAP Gross Margin Add: Deferred revenue write-down Add: Fair value stock-based compensation Add: Acquisition and restructuring costs Add: Deferred compensation expense - earn-out Non-GAAP Gross Margin Non-GAAP Gross Margin % GAAP income from operations Add: Deferred revenue write-down Add: Fair value stock-based compensation Add: Acquisition and restructuring costs Add: Net change in contingent consideration obligation Add: Deferred compensation expense - earn-out Add: Amortization expense Non-GAAP income from operations Depreciation and amortization Less: Non-GAAP Amortization expense adjustment Non-GAAP EBITDA GAAP net income attributable to Synchronoss Add: Deferred revenue write-down, net of tax Add: Fair value stock-based compensation, net of tax Add: Acquisition and restructuring costs, net of taxes Add: Net change in contingent consideration obligation, net of Fx change, net of tax Add: Deferred compensation expense - earn-out, net of tax Add: Amortization expense, net of tax Non-GAAP net income attributable to Synchronoss Add: After-tax interest on convertible debt Net income for diluted EPS calculation Diluted non-GAAP net income per share Weighted shares outstanding - Diluted 
20162017 Annual Meeting of Stockholders, which will be held on May 17, 2016,16, 2017, at 10:00 a.m. (local time), at the offices of Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, New Jersey.two membersone member 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, 2016,2017, holding an advisory vote on executive compensation, holding an advisory vote on the frequency of future advisory votes on executive compensation and acting upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.20162017 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 2015.2016. We encourage you to read this information carefully.20162017 Annual Meeting. As discussed in the Proxy Statement, voting by proxy does not deprive you of your right to attend the Annual Meeting.20162017 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, IF YOU HAVE REQUESTED ONE. VOTING OVER THE INTERNET, BY TELEPHONE OR BY WRITTEN PROXY WILL ENSURE YOUR REPRESENTATION AT THE 20162017 ANNUAL MEETING REGARDLESS OF WHETHER OR NOT YOU ATTEND IN PERSON. PLEASE REVIEW THE INSTRUCTIONS ON THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL REGARDING EACH OF THESE VOTING OPTIONS.
Stephen G. WaldisChairman and 
201617, 2016
16, 2017•two membersone member of the Company's Board of Directors to serve until the 20192020 annual meeting of stockholders of the Company;•2016;
2017••23, 2016.27, 2017Notice"Notice") has been mailed to stockholders of record on or about April 6, 2016.2017. The Notice contains instructions on how to access our proxy statement for our 20162017 Annual Meeting of Stockholders (the "Proxy Statement") and our 20152016 annual report to stockholders on Form 10-K (together with the "proxy materials"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.
201617, 2016:16, 2017: The proxy statement and annual report to stockholders and the means to vote by Internet are available atwww.synchronoss.com.www.synchronoss.com Proxy Summary For More Information Board Recommendation two directorsone director
Pages 59 to 62
For NomineesNominee Pages 63 to 64
For Pages 65 to 66For
For every "1 Year"
Internet Phone Mail In Person You may vote by proxy by telephone by following the instructions provided in the Notice or, if you requested printed copies of the proxy materials by mail, by calling the toll free number found on the proxy card. If you requested printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out, signing and dating the proxy card, and returning it in the envelope provided. Attend the Annual Meeting at our Headquarters located at 200 Crossing Blvd., 8th8th Floor, Bridgewater, NJ 08807.Board"Board") for use at the 20162017 Annual Meeting of Stockholders (the "Annual Meeting""Annual Meeting") to be held at 200 Crossing Boulevard, Bridgewater, New Jersey, at 10:00 a.m. local time on Tuesday, May 17, 2016,16, 2017, and any postponements or adjournments thereof. Beginning on or about April 6, 2016,2017, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice""Notice") containing instructions on how to access our proxy materials. As used in this proxy statement, the terms "Synchronoss,"Synchronoss," the "Company,"Company," "we,"we," "us,"us," and "our""our" mean of Synchronoss Technologies, Inc. and its subsidiaries unless the context indicates otherwise.proxy statement.Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statementProxy Statement carefully before voting.See "Proposals" starting on page 59 for more information.Matter Board vote recommendation Management proposalsproposals: Election of DirectorsDirector For the director nomineesnomineeRatification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 20162017 For Advisory vote on Executive Compensation For Advisory vote on Frequency of Future Advisory Votes on Executive Compensation For every "1 year" James M. McCormick and Donnie M. Moore,Thomas J. Hopkins, the director nomineesnominee for election.Name Age Director
Since Occupation Inde-
pendent Committee memberships AC CC NGC BD James M. McCormick 56 2000 Chief Executive Officer, Vertek Corporation Yes Donnie M. Moore 67 2007 Retired, SVP, Finance and Administration and CFO, Cognos Incorporated Yes C M Name Age Occupation Independent Committee memberships AC CC NCGC BDC Thomas J. Hopkins 60 2004 Managing Director, Colchester Capital, LLC Yes M M C AC Audit Committee BDBDC Business Development Committee CC Compensation Committee C Chair NGCNCGC Nominating/Corporate Governance Committee M Member 2016.2017.NEOs"NEOs") in 2016, as described in this proxy statement.Proxy Statement. At our 20152016 Annual Meeting 99%of Stockholders, our stockholders showed strong support for our executive compensation with 99.1% of the shares voted were in favor of the advisory vote on executive compensation. OurAlthough the results of the "say on pay" vote are advisory and not binding on our Company, our Board or our Compensation Committee, we value the opinions of our stockholders and take the results of the say on pay vote in to account when making decisions regarding the compensation of our NEOs. The Compensation Committee of our Board evaluates our executive compensation program each year in an effort to ensure it is in line with our stockholders' interests. Our Compensation Committee reviewed our executive compensation programs based on views obtained through our stockholder outreach program and other market data and, as a result, revised the 2015 long-term equity incentive plan for our NEOs to more closely align with our Company's three-year business plan.consideringlight of the advisory vote including, among other things, designing a new, updated compensation philosophy, transitioning to a three-year business plan for our long-term equity incentive plan, enhancing our executive stock ownership guidelines and our annual stockholder outreach program.TableContentsFuture Advisory Votes on Executive CompensationBusiness HighlightsIn 2015, we achieved record financial results and continued to move our business forward including:*•$580.1 million in non-GAAP revenue, compared to $458.6 million in 2014, an increase of 26%•$356.8 million in non-GAAP gross profit, representing a gross margin of 62%, up from 61% in 2014•$208.1 million in non-GAAP EBITDA, an increase of 34% from $155.1 million in 2014•$310.1 million in Cloud Revenue, compared to $211.7 million in 2014, an increase of 46%•$2.23 non-GAAP diluted earnings per share, an increase of 25% from $1.79 in 2014•Launching our enterprise business to offer secure mobility solutions to enterprise clients, and hiring David Schuette, a seasoned enterprise executive, to lead this effort.•Entering into strategic partnerships with Verizon for multifactor authentication and identity management and with Goldman Sachs for secure enterprise mobility technology, in both cases to enhance our enterprise offerings.•Acquiring RazorSight Corporation and certain assets from F-Secure Corporation to expand our product portfolio and global presence.•Extending our agreement with AT&T through 2018.* These financial measures are non-GAAP measures and should not be reviewed in isolation or as substitutes for our financial results as reported in accordance with GAAP. Please see Appendix A for an explanation of and reconciliation of these non-GAAP financial measures to the applicable GAAP financial measures. Fiscal 2015 Compensation20152016 compensation of our NEOs:•2015,2016, our Compensation Committee providedapproved salary increases to each of them of approximately 3% (representing the median base salary increase). In addition, since the salaryeach of Ms. RosenbergerRosenberger's and Mr. Prague's base salary was below the competitive range of similarly situated chief financial officers, herroles at our peer group companies and based on this and other publicly-available information, they received base salary was increased by 10%.increases of 9% and 6%, respectively. As a result of his promotion to Executive Vice President, Sales in January 2016, Mr. Rizer'sPutnam received a base salary was increased by approximately 32% to reflect his expanded role withinincrease of 36% based on our Company.Compensation Committee's review of the base salaries of similarly situated employees at our peer group companies and other publicly-available information.•2015 non-GAAP2016 Adjusted Non-GAAP revenue and earnings before income taxes, depreciation and amortization ("EBITDA")Adjusted Non-GAAP EBITDA were above the target set by our Board for 20152016 but below the maximum threshold.level. As a result, our NEOs (other than Mr. Putnam) received approximately 129%113% of their target cash incentive bonus amounts with respect to the corporate goal portion. Messrs. Waldis, Garcia Rizerand Prague and Ms. Rosenberger received 100%, 90%, 100% and 90%, respectively, of their target bonus amounts for the individual component portion. Due to his role as Executive Vice President, Sales, our Compensation Committee determined that Mr. Schuette joining our Company in August 2015, our Board did not believe it appropriate for hisPutnam' cash incentive bonus to have a corporate component. Therefore, his cash incentive bonus waswould be based 100% on certain individual objectives, all of which he met and therefore he received 100% of his target cash incentive bonus.•Since NEOs had previously been eligible for annual payouts under the old performance-based equity plan, ass part of athe transition to a three-year long term incentive plan in 2015, each NEO received a one-time transition equity award to address the vesting opportunity 'gap' between the old and new plans. Vesting of this transition equity award iswas contingent upon the achievement of certain financial metricsnon-GAAP revenue, non-GAAP EBITDA and non-GAAP Cloud revenue goals both in 2015 and 2016. With respect to the portion of the transition shares awarded based onequity awards earned with respect to 2016 performance, our financial performance in 2015, our 20152016 non-GAAP revenue and non-GAAP EBITDA were above the target set by our Board for 20152016 but below the maximum threshold.performance level. Our 20152016 non-GAAP Cloud Revenue exceededrevenue was above the maximum goals set by our Board.minimum threshhold level but below target. As a result, our NEOs whom our Company employed on February 9, 2015 were issued an aggregate of 28,18535,727 restricted shares of our Common Stock, or 10,568 shares more than101% of the target number of performance-based restricted shares that they were eligible to receive under the 2015-20162015-2016 performance-based restricted stock awards based on our 2015 financial performance.awards.• whom our Company employed on February 9, 2015 were granted (i) an aggregate of 52,852122,463 time-based restricted shares of our Common Stock and (ii) stock options to purchase an aggregate of 143,951299,184 shares of our Common Stock.QUESTIONS & ANSWERS ABOUT THIS PROXY MATERIAL & VOTING MATTERS Q: Why am I receiving these proxy materials? A: 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 Tuesday, May 17, 2016 at 10:00 a.m. local 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 6, 2016. This proxy statement includes information that we are required to provide to you under SEC rules and that is designed to assist you in voting your shares.Q:•proxy statementProxy Statement for the Annual Meeting;•20152016 Annual Report to Stockholders, which consists of our Annual Report on Form 10-K for the year ended December 31, 2015;2016; and•Q:How can I get electronic access to the proxy materials?A:The Company's proxy materials are available athttp://materials.proxyvote.com/87157B and atwww.synchronoss.com. Our websiteQ: How can I get electronic access to the proxy materials? A: address is included for reference only. The information contained on our website is not incorporated by reference into this proxy statement.Q:Who can vote at the Annual Meeting?A:Only stockholders of record at the close of business on March 23, 2016 will be entitled to vote at the Annual Meeting. On this record date, there were 45,204,451 shares of common stock of the Company ("Common Stock") outstanding. All of these outstanding shares are entitled to vote at the Annual Meeting (one vote per share of Common Stock) 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: Who can vote at the Annual Meeting? A: Q: How do I vote at the Annual Meeting? A: Stockholder of Record: Shares Registered in Your Name Table of ContentsQ:How do I vote at the Annual Meeting?A:Stockholder of Record; Shares Registered in Your Name23, 201627, 2017 your shares were registered in your name with the Company's transfer agent, American Stock Transfer & Trust Company, then you are a stockholder of record and may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy on the Internet or via telephone as instructed below or submit your proxy card, if you have requested one, to ensure your vote is counted.Owner;Owner: Shares Registered in the Name of a Broker or Bank23, 201627, 2017 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. You are also invited to attend the Annual Meeting, provided you have proof of your share ownership (such as a brokerage statement showing that you owned shares as of March 23, 2016)27, 2017) and a form of photo identification. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. Stockholder of Record: Shares Registered in Your NameIf you are a stockholder of record, you may vote in person at the Annual Meeting or by one of the following methods:•By Internet — You may vote by proxy via the Internet atwww.proxyvote.com by following the instructions provided in theNotice or, if you requested printed copies of the proxy materials by mail, by following the instructions provided in the proxy card.•By Telephone — You may vote by proxy by telephone by following the instructions provided in the Notice or, if you requested 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.Please note that the Internet 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 May 16, 2016. 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 Bankwhichthat 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 voteQ.How many votes do I have?A.On each matter to be voted upon, you have one vote for each share of Common Stock you own as of March 23, 2016.Q.What if I do not make specific voting selections?A.Stockholder of record — If you are a stockholder of record and you:•Q. How many votes do I have? A. Q. What if I do not make specific voting selections? A. of Directors; or•For" the election of James M. McCormick and Donnie M. MooreThomas J. Hopkins as membersa member of the Company's Board of Directors, "For"For" the ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2016, and2017, "For" the approval of the compensation of the Company's named executive officers.officers and "For" the every "1 Year" option for the advisory vote on the frequency of future advisory votes on executive compensation. 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.ownersOwner — If you are a beneficial owner of shares of Common Stock held in street name and do not provide the organization that holds yourQ.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 three ways:•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 three ways: 16, 2016,15, 2017, in which case only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted.•••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 Table of ContentsQ.Who is paying for this proxy solicitation?A.The Company will pay for the entire cost of soliciting proxies. 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 of Securities and Exchange Commission (SEC), we have elected to furnish our proxy materials, including this proxy statementStatement and our annual report to our stockholders, primarily via the Internet. Beginning on or about April 6, 2016,2017, 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 athttp://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 aQ: 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 Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Secretary. Stockholders who hold shares in street name (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information about householding. 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. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written request, we will deliver promptly a separate copy of the Notice and, if applicable, the proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy of the Notice and, if applicable, the proxy materials, stockholders should send their requests to our principal executive offices, Attention: Corporate 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.A.A. Each share of Common Stock is entitled to one vote. 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 of Common Stock 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 as to the validity of proxies will be final and binding.Q.What vote is required to approve each proposal?•Q. What vote is required to approve each proposal? the Annual Meeting,an annual meeting of stockholders, meaning the nomineesnominee(s) receiving the most"For" "For" votes (among votes properly cast in person 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 item,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 and does not have discretionary voting power) will have no effect on the election of a nominee. Because this proposal is a non-routine matter, broker non-votes are expected to exist in connection with this proposal.•2016,2017, requires a "For" vote from the majority of all 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 routine matter, a broker or other nominee may not expected to exist in connection with this proposal.•Advisorynamed executive officersNEOs as described in thethis Proxy Statement requires a "For" vote from the majority of all 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 Becauseis a non-routine matter, broker non-votes are expected to exist in connection withand will have no effect on this proposal.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.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. A.A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of the voting power of all outstanding shares is represented by stockholders present at the Annual Meeting or by proxy. On the record date, there were 45,204,451 shares of Common Stock outstanding and entitled to vote. Thus, 22,602,226 shares must be represented by stockholders present at the Annual Meeting or by proxy to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy vote (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.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 in person or by proxy. On the record date, there were 46,372,470 shares of Common Stock outstanding and entitled to vote. Thus, 23,186,236 shares must be represented by stockholders present at the Annual Meeting in person or by proxy to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. Q. 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 find out the results of the voting at the Annual Meeting?A.Preliminary voting results will be announced at the Annual Meeting. Final voting resultswill be set forth in a Current Report on Form 8-K to be filed by the Company with the SEC no later than four (4) business days after the Annual Meeting.17, 2016.16, 2017Corporate Governance at Synchronoss CORPORATE GOVERNANCE GUIDELINES "Guidelines""Guidelines") whichthat 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 review,evaluation, access to information, executive sessions, communication with stockholders, target ownership by and remuneration of our directors, Board committees and selection of new directors. We have also adopted a Code of Business Conduct (the "Code") that applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer, or those serving similar functions) and directors. The Guidelines and Code of Business Conduct are available on the Investor Relations section of our website atwww.synchronoss.com.Corporate Governance Guidelines or Code of Business Conduct 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 we make any substantive amendments to the Guidelines or the Code, of Business Conduct, 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 OurCEO"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. both our Executive Chairman of the Board, and CEO. Mr. Waldis' combined roleHovsepian serve as Chairmanour CEO and a member of the Board andour Board. As CEO, promotes unified leadership and direction for our Board and executive management and allows for a single, clear focus for the chain of command to execute our strategic initiatives and business plans. AsMr. Hovsepian is the individual with primary responsibility for managing our day-to-day operations, setting our overall business strategy, and with in-depth knowledge and understandingensuring the successful growth of our Company,business. Mr. Waldis is best positioned to chair regular Board meetingsWaldis' in-depth experience as our founder and long-time CEO and Chairman of the Board discusses keyposition him well to serve now as our Executive Chairman of the Board, where he will remain on our Board, managing our funnel for sales of new communication and media products through our transition in 2017, assisting on certain business development activities, and strategic issues.providing other consultative support to the CEO, upon his requestINDEPENDENCE OF OUR BOARD OF DIRECTORS firm as part of its assessment of director independence.firm. Our Board also consults with our legal counsel to ensure that its determinations are consistent with allNasdaq"BOARD OF DIRECTORS OVERSIGHT OF RISK MANAGEMENT assessingassessment 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. management and other persons responsible for risk management assess and manage our exposure to major financial risk exposures and the steps management has taken to monitor and control such exposures, based on consultation with our management and independent auditors. Our Audit Committee also annually reviews the audit plan of management, our information technology 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 CommitteesBoard 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. Our Board also believes its oversight of risk is enhanced by the current leadership structure discussed above because our CEO, who is ultimately responsible for our management of risk, also chairs regular Board meetings, and with his in-depth knowledge and understanding of our Company, is best able to bring key business issues and risks to our Board's attention.BOARD SELF-EVALUATION bi-annualbiennial self-evaluation process to analyze and review our Board's performance.performance and the performance of each of the members of our Board. The 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.STOCKHOLDER COMMUNICATIONS WITH OUR BOARD OF DIRECTORS such communication should set forth the (i) name and address of suchthe 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 andand/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 Committeecommittee of our Board or a particular director, as appropriate.BOARD OF DIRECTORS AND COMMITTEE DUTIES Committees,committees, is responsible for:•••selecting, ••ourthe integrity with regard toof our financial statements, and other public disclosures, and compliance with laws and ethics.BOARD STRUCTURE AND COMMITTEES 2015,2016, our Board met nine times.15 times and acted twice by unanimous written consent. Each director who was a director in 2016 attended at least 75% of the meetings of our Board and of each Committeecommittee of which he served as a member during 2015.member. Each of our directors who was a director in May 2016, other than Mr. Moore, attended our 20152016 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 Committeescommittees as generally described below. Our Board has determined that each member of our Audit, Compensation, Business Development and Nominating/Corporate Governance Committees is free of any relationship that would interfere with his individual exercise of independent judgment withmeetingnumber of meetings information for each of our Board committees during 2015: Audit Compensation Business
DevelopmentNominating/Corporate
Governance · · ·1 · · · ·1 · · ·1 ·1 · 8 7 3 1 1Committee ChairpersonCharles E. Hoffman has informed the Company that he will not stand for re-election at the Annual Meeting in order to devote his full time and efforts to his other commitments. Following the Annual Meeting, the size of our Board is expected to be decreased to five directors. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.Name* Audit Committee Compensation Committee Nominating/Corporate Governance Committee Stephen G. Waldis M William J. Cadogan M C M M Thomas J. Hopkins M M C James M. McCormick M C Donnie M. Moore C M Total meetings in year 2016 9 5 1 5 * Mr. Hovsepian is excluded from this table as he joined the Board in January 2017. He does not presently sit on any Board committees. Mr. Hoffman is also excluded from this table as he did not run for re-election at the 2016 Annual Meeting of Stockholders and his service on our Board terminated effective May 17, 2016. AUDIT COMMITTEE currently in place, and the qualifications, independence, and performance of our independent registered public accounting firm. During 2015,2016, senior members of our financial and legal management participated in each of our Audit Committee's meetings. 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:•• our external audits, including, among other things, 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;• retention and treatment of complaints regarding internal accounting controls or auditing matters and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;• retains, 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;•••management's implementationperiodically the adequacy and maintenanceeffectiveness of effectiveour internal and disclosure controls, including our policies regarding compliance with legal, regulatory, code of conduct, ethical and internal auditing standards;••Three directors compriseOur Audit Committee of our Audit Committee:Board is comprised of the following three directors: Thomas J. Hopkins, William J. Cadogan and Donnie M. Moore.Moore (Chair). Our Audit Committee met eightnine times during 2015.2016. Our Board annually reviews the Nasdaq listing standards definition of independence for Audit Committee members set forth in the Nasdaq listing standards and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) and 5605(c)(2) of the Nasdaq listing standards). In addition to qualifying as independent under the Nasdaq rules, each member of our Audit Committee can read and has a working understanding and comprehension of fundamental financial statements. Our Board has determined that each of Donnie M. Moore and Thomas J. Hopkins is an audit committee financial expert, as defined by Item 407(d) of Regulation S-K of the Securities Exchange Act. Our Board has madebased on a qualitative assessment of each of their level of knowledge and experience based on a number of factors, including their respective formal education and experience. The designation does not impose on either Mr. Moore or Mr. Hopkins 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 designationrespective designations as an Audit Committee financial expertexperts pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our Audit Committee or Board. Our Audit Committee charter can be found on the Investor Relations section of our website atwww.synchronoss.com.COMPENSATION COMMITTEE of our Board is comprised of the following three directors: William J. Cadogan Charles E. Hoffman(Chair), James M. McCormick and Thomas J. Hopkins, each of whom is independent, as currently defined in Rule 5605(a)(2) and 5605(d)(2) of the Nasdaq listing standards. In addition, each member of our Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. Effective as of the expiration of Mr. Hoffman's term as a director at our 2016 Annual Meeting, our Board may either appoint another current director of the Company to replace Mr. Hoffman on our Compensation Committee or the committee will become a two-memberTable of Contents"committee.Internal Revenue Code"). Our Compensation Committee met sevenfive times during 2015.2016. Our Compensation Committee is charged by our Board to:••establishoverall compensation objectives and structure relating toother executive officers and directors;•executivenon-employee director compensation matters;••In accordance with Nasdaq listing standards, our Compensation Committee under its charter has the authority and responsibility to retain or obtain the advice of compensation consultants, legal counsel and other compensation advisers, the authority to fund such advisers, and the responsibility to consider the independence factors specified under applicable law and any additional factors the compensation committee deems relevant. 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 atwww.synchronoss.com.stock option and restricted stock grantsequity awards to our newly hired and current employees, subject to guidelines previously approved by our Compensation Committee. Our Key Employee Equity Awards Committee acted fourteen12 times in 2015.Our2016.Our Compensation Committee considers these analyses as a factor in making decisions with respect to compensation matters along with information it receives from management and its own judgment and experience. Its compensation consultant generally attends regular Compensation Committee meetings and meets withIn addition, our Compensation Committee without management present.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"Deloitte") as its compensation consultant. The compensation consultant serves at the discretion of our Compensation Committee and the compensation consultant's fees are approved by our Compensation Committee. In 2015,2016, 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 itsthe 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.Table Our Compensation Committee considers the information provided by Deloitte when making decisions with respect to compensation matters, along with information it receives from management and its own judgment and experience. Representatives of ContentsDeloitte generally attend regular Compensation Committee meetings and meet with our Compensation Committee without management present. Deloitte serves at the discretion of our Compensation Committee and our Compensation Committee approves the fees paid to Deloitte.COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 2015. No2016 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 officerofficers 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. In 2015, we did not make any loans to directors or executive officers relating to purchases of our Common Stock or for any other purpose.NOMINATING/CORPORATE GOVERNANCE COMMITTEE Charles E. HoffmanJames McCormick (Chair) and Donnie M. Moore. Effective as of the expiration of Mr. Hoffman's term as a director at our 2016 Annual Meeting, Mr. Moore is expected to be appointed as chair of our Nominating Corporate Governance Committee, and our Board may either appoint another current director of the Company to replace Mr. Hoffman on our Nominating/Corporate Governance Committee or the committee will become a two-member committee. Our Nominating/Corporate Governance Committee met once in 2015.2016. 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:••••bi-annualbiennial self-assessment process and works with our Board to implement improvements in their effectiveness;• and•establishes and periodically reviews stock ownership guidelines for our executive officers and directors.Our Nominating/Corporate Governance Committee charter can be found on the Investor Relations section of our website atwww.synchronoss.com. Our Nominating/Corporate Governance Committee also business. business; andsuch proposal meetsthose proposals meet the eligibility requirements for submitting stockholder proposals under our amended and restated bylaws and isare accompanied by certain required information about the candidate.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.”BUSINESS DEVELOPMENT COMMITTEE The members of our Business Development Committee are: William J. Cadogan, Thomas J. Hopkins 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 met three times during 2015.DIRECTOR COMPENSATION andor equity awardedgranted to these directors in 2015.2016. Any director who is also an employee of our Company does not receive any additional compensation for service as a director. For 2015,2016, our non-employee director compensation program consisted of: Compensable Position / Event Compensation Initial Equity Grant non-qualified stock optionsshares (1) Annual Cash Retainer $50,000 Annual Equity Grant 7,500Equity awards with an aggregate grant date fair value of $200,000 60% in restricted shares(1)options(1)3,335 restricted sharesoption(1) Committee Chairperson Retainer Committee Member Retainer
years from the grant date.years.would beis determined based on the pricegrant date fair value of our common stock on the date of grant, which would continue to be the first Tuesday of every year.equity awards. The stock options have an exercise price equal to the closing price reported on Nasdaq of our Common Stock on the grant date. The annual retainer fees are paid to our directors quarterly in advanceat the beginning of each quarter. In addition, we currently have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at our Board and Committee meetings. The following table sets forth all of the compensation awarded to, earned by, or paid to each person who served as a non-employee director during 2015. Fees Earned or
Paid in Cash
($)Restricted
Stock Awards
($)(1)Option
Awards
($)(2)Total
($) 85,000 128,498 110,792 324,290 67,500 128,498 110,792 306,790 77,500 128,498 110,792 316,790 50,000 128,498 110,792 289,290 75,000 128,498 110,792 314,290 (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 2 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of our assumptions in estimating the fair value of our stock awards. As of December 31, 2015, each of Messrs. Cadogan, Hoffman, Hopkins, McCormick and Moore held 6,670 restricted shares of our Common Stock.(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, 2015 for a discussion of our assumptions in estimating the fair value of our stock option awards. As of December 31, 2015, each of Messrs. Hoffman, Hopkins and McCormick held options to purchase 65,000 shares of our Common Stock having a weighted average exercise price of $23.22 per share, of which 50,000 shares were vested, Mr. Cadogan held options to purchase 100,000 shares of our Common Stock, having a weighted average exercise price of $18.34 per share, of which 85,000 shares were vested and Mr. Moore held options to purchase 80,000 shares of our Common Stock, having a weighted average exercise price of $25.21 per share, of which 65,000 shares were vested. The options granted in 2015 were granted at an exercise price of $38.53.Since 2010, each member of our Board had received the same fixed number of restricted shares of our common stock and stock options annually. In 2015, our Compensation Committee, in consultation with Deloitte, its compensation consultant, approved a change to the equity portion of our directors' compensation. Specifically, beginning in 2016, our Compensation Committee will annually determine a fixed monetary value of equity (as opposed to the fixed number of shares approach utilized prior to 2016) to be granted to our non-employee directors based on their analysis of the competitive range of the equity granted to directors at our peer group companies and other publicly-available information.Name William J. Cadogan 85,000 119,997 78,197 283,194 Charles E. Hoffman (3) 33,750 119,997 78,197 231,944 Thomas Hopkins 77,500 119,997 78,197 275,694 James McCormick 50,000 119,997 78,197 248,194 Donnie M. Moore 75,000 119,997 78,197 273,194 (1) (2) (3) Mr. Hoffman did not run for re-election at the 2016 Annual Meeting of Stockholders and his service on our Board terminated effective May 17, 2016. DIRECTOR STOCK OWNERSHIP GUIDELINES directors.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, 2015,2016, each of our directors metowned at least the number of shares of our Common Stock required by these guidelines.guidelines based on the price of our Common Stock on such date.LIMITATION OF LIABILITY AND INDEMNIFICATION •••lawRISK MANAGEMENT CONSIDERATIONS risk.risk-taking. Therefore, our Compensation Committee does not believe thesebelieves 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: The ranges set for financial performance measures are designed to reward success without encouraging excessive risk taking. Pursuant to our three-year equity plan, adopted in 2015, the number of performance-based restricted shares to be issued areis based on our financial performance over a three-year period. There are maximum payouts under our cash incentive plan and the performance-based restricted shares, which help mitigate risk. Equity Vesting Periods Time-based and performance-based restricted shares typically vest over three years, while stock options typically vest over four years. The performance-based restricted shares are earned and vest upon determination of the achievement of our three-year business plan. The vesting of the equity awards is designed to reward tenurecontinued service with us. 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, their base salary, or five times forin the case of our CEO.CEO, their respective base salaries. No Hedging NEOs are not permitted to enter into any transaction designed to hedge, or having the effect of hedging, the economic risk of owning our securities. Financial Restatement, Recoupment and Related Policies As part of our Ethics and Business Conduct Policy, 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, will take appropriate action up to and including termination. If an investigation uncovers that suchan individual commitshas committed fraud or other improper acts whichthat causes our financialsfinancial statements to be restated or otherwise affected, we wouldwill take immediate and appropriate disciplinary action with respect to suchthat individual up to and including termination. We would also takeintend to pursue whatever legal remedies are available to prosecute suchthat individual to the fullest extent of the law and seek to recoup or recover any amounts he or she inappropriately received as a result of suchhis 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 suchthat amount had such actthe improper action not bebeen taken. Name Age Positions (as of December 31, 2016) Individuals Serving as Executive Officers as of December 31, 2016: 49 Founder, Chief Executive Officer and Chairman of the Board 51 Executive Vice President and Chief Financial Officer Patrick J. Doran 44 Executive Vice President and Chief Technology Officer Robert E. Garcia 48 President and Chief Operating Officer Ronald J. Prague 53 EVP, Chief Legal Officer, General Counsel and Secretary Christopher S. Putnam 48 Executive Vice President, Sales David Schuette 51 Executive Vice President and President, Enterprise Name Age Current Positions Current Executive Officers: 49 Executive Chairman and Founder; Former Chief Executive Officer 56 Chief Executive Officer and Director 53 Chief Financial Officer Robert E. Garcia 48 President and Chief Operating Officer John DeFeo 54 EVP, General Manager, Customer Success and Technology Operations Ronald J. Prague 53 EVP, Chief Legal Officer, General Counsel & Secretary (1) Mr. Hovsepian was appointed as a Director and our Chief Executive Officer on January 19, 2017 in connection with the closing of our acquisition of Intralinks, replacing Mr. Waldis who was appointed Executive Chairman as of that same date. (2) Mr. Frederick was appointed as our Chief Financial Officer on February 27, 2017, at which time Ms. Rosenberger resigned as Chief Financial Officer. Ms. Rosenberger remained employed with us through April 1, 2017. Name Age Positions Current Key Employees: Patrick J. Doran 44 Chief Technology Officer, EVP, General Manager, Research & Development, Center of Excellence Michael Feinberg 54 EVP, General Manager, Research & Development, Communications & Media Carlos Montero-Luque 54 EVP, General Manager, Research and Development, Enterprise Leif O'Leary 45 EVP, General Manager, Go-to-Market, Strategic Financials David Schuette 51 EVP, General Manager, Go-to-Market, Enterprise Clayton A. Thomas, Jr. 54 EVP, General Manager, Go-to-Market, Communications & Media Christopher S. Putnam 48 EVP, Sales NEOs:individuals: Named Executive Officer Title as of December 31, 2016 Stephen G. Waldis (1) Founder, Chief Executive Officer and Chairman of the Board of Directors and Chief Executive Officer Karen L. Rosenberger (2) Executive Vice President, Chief Financial Officer and Treasurer Robert E. Garcia President and Chief Operating Officer Christopher S. Putnam Daniel Rizer Executive Vice President, Business Development & Product ManagementSalesRonald J. Prague EVP, Chief Legal Officer, General Counsel and Secretary (1)Mr. Waldis resigned as our Chief Executive Officer effective January 19, 2017 and was appointed Executive Chairman on such date. David Schuette(2) Ms. Rosenberger resigned as Executive Vice President Enterprise Business Unit(1) and Chief Financial Officer effective February 27, 2017. Ms. Rosenberger remained employed with us through April 1, 2017.(1) Mr. Schuette was hired as our Executive Vice President, Enterprise Business Unit, in August 2015.stockholdershareholder value. Specifically, in 2015,2016, the majority of each NEO's compensation was at-risk or variable compensation.The following provides an overview of the key financial and strategic highlights for the year.2015 Business Highlights Non-GAAP Revenue*Fiscal 2015 Achievements Non-GAAP Revenue*$580.1 million, compared to $458.6 million in 2014, an increase of 26% Non-GAAP Gross Profit*$356.8 million, representing a gross margin of 62%, up from 61% in 2014 Non-GAAP EBITDA*$208.1 million, compared to $155.1 million in 2014, an increase of 34% Cloud Revenue$310.1 million, compared to $211.7 million in 2014, an increase of 46% Diluted Non-GAAP EPS*$2.23, compared to $1.79 in 2014, an increase of 25% Strategic Business Milestones •Launched enterprise business to offer secure mobility solutions to enterprise clients; hired David Schuette, a seasoned enterprise executive, to lead this effort.•Entered into strategic partnerships with Verizon for multifactor authentication and identity management and with Goldman Sachs for secure enterprise mobility technology to enhance our enterprise offerings.•Acquired RazorSight Corporation and certain assets from F-Secure Corporation to expand our product portfolio and global presence.•Extended our agreement with AT&T through 2018. * These financial measures are non-GAAP measures and should not be reviewed in isolation or as substitutes for our financial results as reported in accordance with GAAP. Please see Appendix A for an explanation and reconciliation of these non-GAAP financial measures to the applicable GAAP financial measures.
stockholdershareholder value by tying a significant portion of executives' compensation to performance goals. We have adoptedCompany and individual performance. Our compensation philosophy and programs are designed to achieve the following approach to achieve these objectives: stock performanceCommon Stock and, in the case of performance-based stock awards, the achievement of pre-determined, objective financial and business goals. Emphasis on
Variable
Compensationvariableincentive compensation (i.e., annual bonuscash bonuses and long-term equity incentives).We use the annual Annual performance-based cash bonuses to focus our NEOs on key short-term financial goals.We use stock Stock options and time-based and performance-based restricted shares to incentivize our NEOs to focus on sustainable, long-term stockholder value creation. The value realized by our NEOs depends substantially on our long-term performance, achievement of our strategic goals and the value of our Common Stock, which we believe aligns our NEOs' interests with the long-term interests of our stockholders. FixedCompensationComponentourthe role in which a NEO serves and the NEO's role and responsibilities, length of tenure, internal pay equity and individual performance. At-Risk Compensation A majority of the compensation of theour CEO and our other NEOs is "at-risk" and tied to Company performance over the short- and/or long-term. Incentive Award Metrics Establish and approve stretchingdifficult to achieve objective incentive award metrics tied to key companyCompany performance indicators. Three-Year Performance Equity Plan NumberThe number of performance-based restricted shares to be issuedearned is based on our financial performance over a three-year period, aligning our NEOs' interests with the long-term interests of our stockholders. Time-Based Equity Vesting Vest equityEquity awards subject to time-based vesting vest incrementally over three or four years to promote retention. Stock Ownership Guidelines Maintain stock ownership guidelines to support the alignment of interests between executivesour NEOs and stockholders. No Hedging Prohibition of hedging exposure of, or interest in, our stock. Common Stock.ourthe design and administration of the compensation programs coveringfor all our employees, with an enhanced focus on the individual compensation of our NEOs. It also oversees the administration ofFor 2016, our cash and equity-based incentive plans. Mr. Waldis, in his role as CEO assessesassessed the performance of our NEOs (other than himself), consultsconsulted with other members of management and makesmade recommendations to our Compensation Committee regarding the amount and the form of the compensation of theour NEOs and other key employees, including the performance goals, weighting of goals, and equity compensation awards of NEOs. Mr. Waldis isOur CEO was not present during discussions regarding his compensation.Table of Contents20162015 Executive Compensation ProgramBonus,Bonuses (other than Mr. Putnam), our Compensation Committee approved the following metrics:•annual revenue of our Companythe Company's non-GAAP revenue* for 2015
2016;•EBITDAthe Company's non-GAAP EBITDA* for 20152016; and•ourthe NEO's individual performance. Long-term Incentive CompensationIn 2015, we revised* These financial measures are non-GAAP measures and should not be reviewed in isolation or as substitutes for our executive compensation program based,financial results as reported in part,accordance with GAAP. Please see Appendix A for an explanation and reconciliation of these non-GAAP financial measures to the applicable GAAP financial measures.suggestions from our stockholders during our meetingsboth a short- and long-term basis and are targeted to emphasize strong growth on gross revenue and managing expenses. Based on the feedback received as part of our shareholderstockholder outreach program. In particular,program, these are also two of the key metrics many of our stockholders use in their valuation of our Company. As such, our NEOs are focused on growing non-GAAP revenue and non-GAAP EBITDA, which we believe is aligned with our stockholder's perspective on our Company's ability to grow and succeed in the short- and long-term.willis designed to reward financial and strategic performance during a three-year period from 20152016 through 20172018, and the restricted shares granted under the 2016 long-term incentive plan (the "2015-2017"2016-2018 Performance Shares"Shares"), rather than for a single year. In connection with 2015 executive compensation decisions, our are earned and vest based on achievement of pre-determined performance criteria during that period. Our Compensation Committee approved the following performance metrics for the 2015-20172016-2018 Performance Shares:•revenuerevenue* growth of our Company from 20152016 to 2017;
2018;•EBITDAEBITDA* from 20152016 to 2017;2018; and•CloudEnterprise business from 20152016 to 2017.Given the transition to the new executive long-term incentive compensation program, our Compensation Committee recognized that there would be a gap in the equity provided to our NEOs for a two-year transition period during which they would2018.eligible to receive any performance-based restricted shares. To address this gap and to provide a retention incentive during the phase-in of the new program, our Compensation Committee approved a "one-time" grant of performance-based restricted shares. One portion would be based onreviewed in isolation or as substitutes for our financial results as reported in eachaccordance with GAAP. Please see Appendix A for an explanation and reconciliation of 2015 and 2016 (the "2015-2016 Performance Shares") and, to address investors' concerns with respect to customer concentration, one portion would be based on the Company establishing a new line of business with a meaningful revenue run rate by the end of 2017 (the "New Business Performance Shares").With respectthese non-GAAP financial measures to the 2015-2016 Performance Shares, one third would be earned based on 2015applicable GAAP financial metrics and two-thirds would be based on 2016 financial metrics. Each of these share tranches would vest immediately upon issuance after determination by our Compensation Committee for the respective year. The 2015-2016 Performance Shares would be based on the following financial metrics for each of 2015 and 2016:•60% based on non-GAAP revenue growth of our Company;measures.•30% based on non-GAAP EBITDA; and•10% based on revenue in our Cloud business.With respect to the New Business Shares, these shares will only be awarded to the extent we are able to establish a new line of business with a material annual revenue run rate during the three-year period ending 2017. See page 40 for more details.2016 Say on Pay Vote Table of Contents20152016 Annual Meeting, approximately 99%99.1% 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 20152016, met with a majority of our largest stockholders forand solicited their feedback on our executive compensation policies. Our Compensation Committee plans to continuously evaluate 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 significant changes to our executive compensation program over the last several years in considering the advisory vote presented below including, among other things, designing a new, updated compensation philosophy, transitioning to a three-year business plan for our long-term equity incentive plan, enhancing our executive stock ownership guidelines and our annual stockholder outreach program.Compensation Consultant OurWhen making decisions with respect to compensation matters and in an effort to gain a better understanding of the competitive landscape, our Compensation Committee considers various analyses prepared by its compensation consultant, when making decisions with respect to compensation matters, along with information it receives from management and its own judgment and experience in an effort to gain a better understanding of the competitive landscape.experience. Since July 2013, our compensation consultant has been Deloitte Consulting LLP.LLP ("Deloitte").Peer Group whomwhich 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 20152016 executive compensation decisions:Blackbaud, Inc. Interactive Intelligence Group, Inc. NeuStar, Inc. Bottomline Technologies, Inc. J2 Global, Inc. Pegasystems, Inc.Advent Software,CommVault Systems, Inc.Digital River,LogMein, Inc.Progress Software Corp. Cornerstone OnDemand Inc. Medidata Solutions, Inc. SolarWinds Inc.Aruba Networks, Inc.Fleetmatics Group PLC Microstrategy, Inc. Bottomline Technologies, Inc.Informatica Corporation Inc.NeuStar, Inc.Blackbaud, Inc.Interactive Intelligence, Inc.Progress Software Corp. CommVault Systems, Inc.J2 Global Inc.The Ultimate Software Group Compuware CorporationLogMeinGuidewire Software Inc. 20152016 to reflect the acquisition of Concur Technologies, Inc.Compuware Corporation in 2015. Smith Micro Software, Inc.late 2014 and Broadsoft, Inc. were removed from our peer group due to their revenue and market capitalization being significantly lower than our revenue and market capitalization in 2014. In addition, Nuance Communications, Inc. and Verifone Systems, Inc. were removed from our peer group due to their revenue and market capitalization being significantly higher than our revenue and market capitalization in 2014.the acquisition of Advent Software, Inc., Blackbaud,Aruba Networks, Inc., Compuware Corporation, Fleetmatics Group, Medidata Solutions,Digital River, Inc. and The Ultimate Software Group were added toInformatica Corporation in 2015. To offset the removal of these five companies, we added Cornerstone OnDemand Inc., Guidewire Software Inc., Interactive Intelligence Group, Inc., Pegasystems, Inc., Progress Software Corp. and SolarWinds Inc. based on the similarities of their business offerings, financial profile, market capitalization and profitability with those of our Company. As a result of these changes, we believe the peer group utilized for purposes of 20152016 executive compensation decisions was representative of companies that we compete with for executive talent.However, whenitsthe Committee's decisions are not entirely based upon these factors and it doesis not bound by any target specific compensation levels as derived from peer group data. Rather, our Compensation Committee reviews and considers the peer group and other survey data to obtain a general understanding of current competitive compensation practices. Utilization of the peer group and survey data to gain a general understanding of competitive pay practices allows us to accomplish our goal of paying our NEOs what is appropriate and necessary to achieveattract qualified and committed executives while incentivizing achievement of our corporate goals while conserving cash and equity.bonus,bonuses, equity awards and severance and change in control protection.benefits. For base salary, annual cash bonuses and equity awards for our executive officers, generally our Company’s compensation philosophy is to evaluate individual experience and contribution, as well as corporate performance, and then factor in competitive market analysis. The markets we are serving are narrow and highly competitive for large-scale implementations leveraging unique technologies. With respect to all compensation components, we generally target pay to be competitive with the median of our peer group and the markets for which we compete for talent. During the coming transformative years, where we seek to drive our Company to over-perform the market in the long term, we believe that to ensure an appropriate pay-for-performance alignment, it may be appropriate for our Compensation Committee to approve compensation levels for individual executives that may be above or below target pay for similar positions based on experience, individual contribution, corporate performance and competitive analysis. Additionally, our Compensation Committee may exercise discretion to issue one-time equity awards where appropriate to ensure alignment with key strategic business initiatives. The following table sets forth thesethe primary compensation elements used by our Company and the objectives of each element:Base Salary Objective: Base SalaryObjective: Our Compensation Committee sets base salaries with the intent to attract and retain executives, reward satisfactory performance and provide a minimum, fixed level of cash compensation to compensate him or herNEOs for their day-to-day responsibilities.
Key Features: • BaseExecutive 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 forin the case of his own salary), changes in responsibilities and performance, annual budget for increases, our overall financial and operational results, the general economy, length of tenure and internal pay equity and other factors our Compensation Committee deems appropriate.
Process: • At the end of each calendar year, theour CEO recommends base salaries for executives other than himself for the following calendar year. • Our Compensation Committee reviews proposed base salary changes with input from its compensation consultant. • Our Compensation Committee determines annualapproves base salaries for our NEOs. • Our Compensation Committee reports base salary determinations to theour full Board. Annual Cash Objective: Annual CashObjective:Incentive Bonus The annualAnnual cash incentive bonus isbonuses are awarded under a performance-based compensation program and are designed to align the interests of our NEOs and stockholders by providing compensation based on the achievement of pre-determined corporate and/or business goals and individual performance.
Key Features: • Each year, the target bonus for each NEO is set by our Compensation Committee based on the provisions of each NEO's employment agreement, provisions, our CEO's recommendation (except forin the case of his own target), internal pay equity, our Compensation Committee's general understanding of current competitive pay practices and other factors it deems appropriate. • At least 90% of the target incentive compensation for our NEOs other than Mr. Putnam is determinedbased on achievement of certain objective corporate financial goals established and approved by performance against certain financial objectives establishedour Compensation Committee at the start of the year. Because Mr. Putnam is responsible for our worldwide sales, our Compensation Committee determined that his cash incentive bonus would be determined based entirely on achievement of individual objectives. • If we achieve results that are below certain threshold levels, ourthese NEOs receive no cash incentive bonus, while results that are above certain threshold levels result in larger cash incentive bonuses.Process:
bonuses above target levels. Process: • Our Compensation Committee participates in our Board's review of our annual operating plan at 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, and determinesapproves bonus targets, performance measures and ranges that it believes establish appropriate stretchappropriately challenging goals. • After the end of the fiscal year, our management presents the Company's financial results to our Board. • Our CEO recommends the individual component award for each of our NEOs other than himself. • Our Compensation Committee reviews the results and determines whether to make any adjustments determines other performance factor multipliersto the recommendations and establishesthen approves each NEO's bonus award. • Our Compensation Committee reports bonus award determinations to theour full Board.Equity Awards Objectives: Equity AwardsObjectives: Our Compensation Committee structures equity awards to help align our NEOs' interests with those of our stockholders, to support retention and to motivate NEOs to achieve our financial, strategic and operational goals. Equity awards include stock options and time-based and performance-based restricted shares.
Key Features: • Our Compensation Committee grants stock options and time-based and performance-based restricted shares to our NEOs with thea grant date fair value determined based on our Compensation Committee's general understanding of current competitive pay practices, our CEO's recommendation (except forin the case of his own awards), recommendations from our compensation consultant, internal pay equity, evaluation of each NEO's performance, and other factors our Compensation Committee deems appropriate. • Long-term incentive awards are allocated, as follows, based on grant date awardfair value, as follows (with vesting terms that generally extend up to four years): o One-third stock options o One-third time-based restricted shares o One-third performance-based restricted shares Our Compensation Committee believes this mix provides NEOs with a balanced retention and performance opportunity and serves to closely align theirour NEOs' long-term objectives with those of our stockholders. • Beginning in 2015, eachEach performance-based restricted share award has a target number of shares to be issuedearned following completion of a three-year performance period based on the achievement of certain pre-established Company performance criteria. These performance-based restricted shares will be issued followingearned and vest upon the completion of the three-year fiscal period.Process:period if the relevant performance criteria are achieved. Process: • In the first fiscal quarter, our CEO recommends grant date fair valuevalues of awards for executives other than himself. • Our Compensation Committee reviews proposed awards with input from its compensation consultant. • Our Compensation Committee determinesapproves the number of time-based shares underlying stock options and the target number of time-based and performance-based restricted shares based on the price ofgranted to our Common Stock.NEOs. • Our Compensation Committee reports equity award determinations to theour full Board.Severance and Change in Control Benefits Objectives: Severance andObjectives:Change inControlBenefitsSeverance and change in control benefits are included in each NEO's employment agreement in order to promote stability and continuity of our senior management team in the event of a potential change in control and/or any involuntary termination. Our Compensation Committee believes these provisions help to appropriately align our NEO'sNEOs' interests appropriately with those of our stockholders in suchthese scenarios.Key Features: Key Features: • Events triggering payment require a termination of our NEO'sNEOs' employment by our Company "without cause"without cause or by the executive for good reason. Executives are entitled to enhanced benefits if the foregoingqualifying termination occurs during a specified period following a change in control (i.e., double-trigger). • Change in Control benefits do not include excise tax gross-ups. • Our Compensation Committee has determined these termination-related benefits are appropriate to preserve productivity and encourage retention in the face of potentially disruptive circumstances. • Each NEO will only be eligible to receive severance payments if he or she signs a general release of claims following an eligible termination. •Each NEO's outstanding options and restricted shares will vest and become exercisable in full if his or her employment is involuntarily terminated within twelve (12) months following a change in control. arewere much greater than those of our other NEOs, as he iswas informed and involved in a detailed manner with each department's progress toward our shared Company goals. As such,a result, his total base salary and his total compensation opportunity are greater than our other NEOs. In addition, his equity holding requirements under our Executive Stock Ownership Guidelines arerequire that he hold equity with a value at least equal to five times his base salary as opposed to three times for our other NEOs. As of December 31, 2016 and April 6, 2016,2017, Mr. Waldis exceeded the minimum holding requirements under these stock ownership guidelines. In our industry, the CEO must be deeply aware of ahis or her company's strengths and obstacles and he or she must have sharp strategic vision for ourthe company's future, while maintaining ourthe ability to adapt to changing circumstances and prospects quickly and thoughtfully. The successful progress of our research and development programs and success of our customer engagements bringdrove value to our financial performance and our stockholders, and we believe Mr. Waldis' direction in the decisions and actions that drivedrove this progress and meritmerited the compensation that he receives.73%77% of our CEO's targeted compensation and 58%64% of the average targeted compensation of our other NEOs isfor 2016 was tied to long-term, equity-based incentives.*
* Excluding Mr. Schuette who joined our Company in August 2015 and all special equity grants.Table of Contents2016As discussed above, our Compensation Committee believes that a program weighted towards variable, performance-based compensation supports the alignment of our NEOs' interests with those of our stockholders. Furthermore, because the equity awards are also subject to time-based vesting, the compensation an NEO realizes in connection with equity awards is spread over a number of years, which our Compensation Committee believes assists in motivating our NEOs to drive business growth over the long-term. The amounts shown in the Summary Compensation Table reflect the grant-date value of equity awards received by a NEO (in accordance with FASB ASC Topic No. 718), but do not reflect the compensation actually realized by our NEOs, which varies based on achievement of goals and actual performance of our stock.The chart below shows the difference between aggregate Target Annual Compensation and Realized Annual Compensation for our CEO for 2013, 2014 and 2015. As illustrated, actual realized pay for 2013 and 2015 is below the grant date value of compensation disclosed in the Summary Compensation table in accordance with FASB ASC Topic No. 718.
(1)"Target Compensation" represents the sum of (i) base salary, (ii) on-target annual cash bonus, and (iii) the grant-date value of (x) stock options, (y) time-vested restricted shares, and (z) performance-based restricted shares (assuming 100% of the target number are earned), using the stock price on the date of grant.(2)"Realized Compensation" represents the sum of (i) base salary, (ii) actual annual cash bonus paid, and (iii) the (x) intrinsic value as of December 31, 2015 of stock option grants granted in 2015, (y) value as of December 31, 2015 of time-vested restricted shares granted in 2015 and (z) actual number of performance-based restricted shares issued in 2015, valued as of December 31, 2015. and evaluating whether our NEOs have met both their corporate and individual objectives, our Compensation Committee considers a variety of factors, including alignment of our NEOs' compensation with our shareholders' returns.stockholders' returns, and from time to time may adjust these factors or performance metrics based on our Company's fundamental transactions. On the corporate level, our Compensation Committee selected non-GAAP revenue and non-GAAP EBITDA, two metrics that our Compensationthe Committee believes appropriately values our Company on both a short- and long-term basis and are targeted to emphasize strong growth on both the top- and bottom-line.gross revenue while also managing our earnings per share. Based on feedback received as part of our shareholderstockholder outreach program, these are also two of the key metrics a majority of our shareholdersstockholders use in their valuation of our Company. As such, alla result, our NEOs are focused on growing non-GAAP revenue and non-GAAP EBITDA, which we believe is aligned with our stockholderstockholders' perspective on our Company's ability to grow and succeed on the short- and long-term.Although we achieved record financial performance in 2015 and exceeded the aggressive targets set by our Compensation Committee, our stock price declined in 2015. From time to time, our stock has declined due to investors' concerns around our customer concentration and the ability of our telecommunication customer's cloud strategy to succeed and compete with those of other companies like Google and Apple and, based on investor feedback, we believe this was a key reason for our stock price decline in 2015. We continue to look for ways to expand into new markets and expand our customer base and in 2015, we addressed both of these areas by acquiring RazorSight Corporation and certain assets from F-Secure Corporation, launching our Enterprise business and entering into strategic partnerships with both Goldman Sachs and Verizon to increase our product portfolio and expand our customer base. We are hopeful that these investments will lead to greater shareholder value.SeniorExecutive Vice President of Human Resources, and consulting with our compensation consultant when needed.consultant. Based on this review, in early 2015, ourthe Compensation Committee provided cost of living salary increases of 3% to Messrs. Waldis and Garcia.Garcia in 2016. As each of Ms. Rosenberger's and Mr. Prague's base salary was below the competitive range of similarly situated chief financial officers, she received an increaseroles at our peer group companies, and based on other publicly-available information, the Compensation Committee approved increases for them of 9% and 6%, respectively, in her base salary of 10%2016. In addition, as a result of his promotion to Executive Vice President, Sales in late 2015, Mr. Rizer's role expanded as partPutnam received a base salary increase of a reorganization within our Company and36% in 2016 based on our Compensation Committee's review of the base salaries of similarly situated employees at our peer group companies and other publicly-available information, he received an increase in his base salary of approximately 32%.In August 2015, Mr. Schuette entered into an employment agreement to serve as our Executive Vice President, Enterprise Business Unit pursuant to which we agreed to pay Mr. Schuette a base salary of $440,000 annually, subject to adjustment pursuant to our compensation policies in effect from time to time. Mr. Schuette's compensation was negotiated by our management subject to the approval of our Compensation Committee. Our Compensation Committee determined that this was an acceptable base salary for Mr. Schuette based, among other things, on the advice of our compensation consultant, the base salary of our other executive officers, his expected senior role with us and its general understanding of competitive pay practices.2015theirhis or her respective 20142015 base salary: 2014
Base Salary 2015
Base Salary $573,947 $591,165 $300,000 $330,000 $424,360 $437,091 $318,270 $420,000 N/A $440,000 2015 2016 Name Base Salary Base Salary Stephen G. Waldis $591,165 $608,900 Karen L. Rosenberger $330,000 $360,000 Robert E. Garcia $437,091 $450,204 Christopher S. Putnam $250,000 $340,000 Ronald J. Prague $297,901 $315,000 20152016 Annual Cash Incentive Bonus Compensationown)own target) and other factors it deems appropriate. Based on its review of these factors, in February 2015,2016, our Compensation Committee kept the target cashbonus percentage of each of our NEOs (other than Mr. Putnam) at the same percentagelevel as in 2014, except for Mr. Rizer, whose target cash percentage was increased to 80% based on his expanded role.2015. Since Mr. Schuette did not join our Company until August 2015,Putnam is responsible for worldwide sales, our Compensation Committee did not believe it appropriate to include any corporate objective as part oftie his target cash incentive bonus andto achievement of corporate objectives. His cash incentive bonus was instead set certaindetermined 100% based on achievement of individual objectives for him to meet to achieve this target bonus. Commencing in objectives. For 2016, his target bonus will bewas equal to 80%120% of his base salary and his maximum bonus was equal to 140% of his base salary. Our Compensation Committee determined that this was an appropriate target bonus for Mr. SchuettePutnam based, among other things, on the target bonus incentive percentageand maximum bonuses of our other executive officers, his expected senior role at our Company and itsthe Compensation Committee's general understanding of competitive pay practices.EachNEO's 2015 target incentive bonus percentagesNEOs for 2016 were as follows: Target Incentive
Bonus Percentage Maximum
Bonus Percentage 110% of base salary 192.5% of base salary 60% of base salary 105% of base salary 80% of base salary 140% of base salary 80% of base salary 140% of base salary $250,000 $250,000 Name Stephen G. Waldis 110% of base salary 192.5% of base salary Karen L. Rosenberger 60% of base salary 105% of base salary Robert E. Garcia 80% of base salary 140% of base salary Christopher S. Putnam 120% of base salary 140% of base salary Ronald J. Prague 60% of base salary 105% of base salary Each of NEOs (other than Mr. Schuette) could have earned a maximum cash incentive bonus in the event that corporate objectives set by our Compensation Committee were exceeded. Weighting of ComponentsEachfor each of our NEOs (other than Mr. Schuette) has bothPutnam) was determined as follows: (i) 90% based on a corporate component and (ii) 10% based on a discretionary individual performance component in determining his or her annualcomponent. Mr. Putnam's cash incentive bonus compensation as set forth below. Mr. Schuette's annual cash incentive bonus compensation was determined entirely by thebased 100% on his achievement of specified objectives to be accomplished by him, namely: drafting a comprehensive initial business plan for our Enterprise business; hiring a strong management team for our Enterprise business, and leading an expansion of our Enterprise business through our strategic partnerships with Goldman Sachs and Verizon. Corporate
Component
Target Rate* Individual
Component
Target Rate* 100% 10% 50% 10% 70% 10% 70% 10% *Percentage of Base Salary 20152016 Corporate Component targeted (i) non-GAAP revenue and (ii) non-GAAP EBITDA as the corporate components of our 20152016 annual cash incentive bonus program, with each of the components weighted at 50% of the overall corporate component. 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 required under GAAP. These metrics were also selected because they are two of the key performance metrics shareholders use in evaluating our Company. Our 20152016 internal annual operating plan was developed by management and presented by Mr. Waldis, as Chairman and CEO, and Ms. Rosenberger, as CFO, to our Board for its review and approval. The target performance levels are intended to align with our annual internal operating plan to motivate performance goals in a manner we believe will increase our stockholder value.statedreflected strong growth in both non-GAAP revenue and non-GAAP EBITDA, our Compensation Committee established the 20152016 corporate component objectives as targets that pushedexceeded our NEOspublic guidance in order to an even higher threshold than market expectations.motivate management to stretch for outstanding performance. In calculating both non-GAAP revenue and non-GAAP EBITDA, we add back the fair value stock-based compensation expense, the deferred revenue write-down associated with acquisitions, 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.setsis the minimum achievement necessary tolevel that must be satisfied to receive a portion of the applicable bonus amounts, and a "maximum" level, wherebywhich, if achieved or exceeded, the NEO's would receiveresult in our NEOs receiving 175% of the target portionamount attributed to suchthat component.2015 Weighting Threshold
25% payoutTarget
100% payoutMaximum
175% payout 50% $522,775,000 $565,000,000 $595,160,000 50% $170,853,000 $198,000,000 $213,465,000 In 2015, our non-GAAP revenue was $580,091,000, representing 26% growth from 2014. Our 2015 non-GAAP revenue was approximately halfway between the target and maximum thresholds, 138% of the target. Our 2015 EBITDA was $208,096,000, representing 34% growth from 2014. Our 2015 non-GAAP EBITDA was approximately two-thirds of the maximum threshold, representing 149%. As a result, our NEOs (other than Mr. Schuette) received the following amounts for the corporate component of their respective cash incentive compensation.Corporate Component Weighting Non-GAAP Revenue* 50 % 637,000,000 695,000,000 750,000,000 Non-GAAP EBITDA* 50 % 197,500,000 230,100,000 255,000,000 Weighting Achievement Plan Payout 50% $ 580,091,000 138% Non-GAAP EBITDA* 50% $ 208,096,000 149% of and reconciliation of these non-GAAP financial measures to the applicable GAAP financial measures.Corporate Component Weighting Achievement Plan Payout Adjusted Non-GAAP Revenue 50 % 698,400,000 105 % Adjusted Non-GAAP EBITDA 50 % 237,200,000 121 % 2015 Individual Component2015, Messrs. Waldis, Garcia and Rizer and Ms. Rosenberger's2016, the individual component of his or hereach NEO's annual cash incentive compensation was based upon our Compensation Committee's subjective assessment of his or her individual performance.theirthe committee's assessment and Mr. Waldis' recommendations (other than with respect to his own incentive compensation), our Compensation Committee awardedapproved the following as the individual component of their annual cash incentive compensation:•entrance into the enterprise market.•90%100% of target due to her efforts in helping us achieve our continued strong financial performance.•90%100% of target due to his strong performance in integrating our acquisitions and ensuring our operations continued to perform well.•RizerPutnam received 100% of target due to his strong performance in leading our acquisitionsworldwide sales effort and leading the negotiations of RazorSight Corporation and certain assets of F-Secure Corporation and the good progress our Company made on product management.•SchuettePrague received 100% by meeting each of target due to his strong performance in leading the negotiations of the Openwave and Intralinks acquisitions, continuing our strong patent program and assisting in the negotiation and closing of several key customer deals.objectives: drafting a comprehensive initial businessperformance components of the annual cash incentive plan, for our Enterprise business, hiring a strong management team, and leading our expansion of our Enterprise business through our strategic partnerships with Goldman Sachs and Verizon.As such, our NEOs were awarded the following amounts under the 2015 Target
Bonus for
Corporate
Component Percentage of
Corporate
Component
Target Awarded Actual
Corporate
Component
Awarded Target
Bonus for
Individual
Component Individual
Component
Percentage of
Base Salary Actual
Individual
Component
Awarded Total Bonus
Awarded $ 591,165 129 % $ 762,099 $ 59,117 100.0 % $ 59,117 $ 821,216 $ 165,000 129 % $ 212,709 $ 33,000 90.0 % $ 29,700 $ 242,409 $ 305,964 129 % $ 394,432 $ 43,709 90.0 % $ 39,338 $ 433,770 $ 294,000 129 % $ 379,010 $ 42,000 100.0 % $ 42,000 $ 421,010 — — — $ 250,000 100.0 % $ 250,000 $ 250,000 Target Percentage of Actual Target Individual Actual Bonus for Corporate Corporate Bonus for Objective Individual Total Corporate Component Component Individual Performance Component Bonus Executive Component Target Awarded Awarded Component Percentage Awarded Awarded Stephen G. Waldis $ 602,811 113% $ 681,176 $ 66,979 100% $ 66,979 $ 748,155 Karen L. Rosenberger $ 194,400 113% $ 219,672 $ 21,600 100% $ 21,600 $ 241,272 Robert E. Garcia $ 324,147 113% $ 366,286 $ 36,016 100% $ 36,016 $ 402,302 Christopher S. Putnam $ — — $ — $ 408,000 100% $ 408,000 $ 408,000 Ronald J. Prague $ 170,100 113% $ 192,213 $ 18,900 100% $ 18,900 $ 211,113 20152016 Long-Term Equity Incentive Compensation Plan to be 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)own awards) and other factors it deemedthat our Compensation Committee deems appropriate. Time-based2015,2016, our Compensation Committee awardedgranted time-based restricted stock, determined the targets for the 2015 performance-based restricted share awards and grantedtime-based options to purchase shares of our Common Stock to our NEOs whom our Company employed on such date.NEOs. The time-based restricted shares vest one-third on each of the first, second and third anniversary of their grant date and the stock options vest one-fourth on the first anniversary of their grant date and in equal monthly installments thereafter over the next thirty-six months. The time-based vesting helps tie our NEOsNEOs' variable realizable compensation to our performance and further align their interests with those of our stockholders. See "Description of Awards Granted in 2015,2016," below. The number of shares of time-based restricted stock awarded and number of shares subject to the options granted were: Number of Time-Based
Shares of Restricted StockNumber of Shares
Subject to Options 25,901 70,546 6,137 16,716 16,978 46,242 3,836 10,447 Name Stephen G. Waldis 52,951 133,043 Karen L. Rosenberger 12,915 32,449 Robert E. Garcia 32,287 81,124 Christopher S. Putnam 9,944 24,986 Ronald J. Prague 10,978 27,582 Performance-basedAs part of the changes executive compensation program, our Compensation Committee awarded our NEOs a target number of performance-based restricted shares ("2015-2017 Performance Shares"), the actual number of performance shares issued will depend on our Company's financial performance over the three-year period commencing on January 1, 2015 based on the following criteria: 60% based on non-GAAP revenue, 30% based on non-GAAP EBITDA and 10% based on Cloud Revenue. The specific target values for the 2015-2017 Performance Shares are set using aggressive three-year growth targets tied to key corporate financial metrics. The metrics for 2015 are the same as described below for the 2015-2016 Performance Shares, but the metrics for the later years are not publicly disclosed at the time of grant due to the proprietary nature and competitive sensitivity of the information. However, the method used to calculate the awards will be based on actual performance compared to our Company's targets for the 2015-2017 Performance Shares, as shown below, which use straight-line interpolation between points. Shares earned (if any) will be issued in January 2018, and will vest upon issuance. Our NEOs were awarded the following opportunity with respect to the 2015-2017 Performance Shares: Threshold Target Maximum 12,951 25,901 51,802 3,069 6,137 12,274 8,489 16,978 33,956 1,918 3,836 7,672 With the transition to the new executive long-term incentive compensation program, which includes performance-based restricted shares that are earned based on achievement of three-year targets. As part of this transition, our Compensation Committee recognized that there would be a gap in the equity provided to our NEOs for a two-year transition period during which they would not be eligible to receiveearn any performance-based restricted shares. To address this gap and to provide a retention incentive during the phase-in of the new program, in February 2015, our Compensation Committee approved a "one-time" transitionone-time grant of performance-based restricted shares. One portion would beshares (the "each2015. Two-third of 2015 and 2016 (the "2015-2016 Performance Shares") and,these restricted shares was to address investors' concerns with respect to our customer concentration, one portion would be based on the ability for our Company to establish a new line of business with a meaningful revenue run rate by the end of 2017 (the "New Business Performance Shares").Our NEOs were awarded the following opportunity with respect to the 2015-2016 Performance Shares: Threshold Target Maximum 12,951 25,901 51,802 3,069 6,137 12,274 8,489 16,978 33,956 1,918 3,836 7,672 Two-thirds of the 2015-2016 Performance Shares will be earned based on our 2016 non-GAAP revenue, non-GAAP EBITDA and Cloud Revenue and will be issued on or about February 2017. One-third offinancial results in 2016. The performance metrics applicable to the 2015-2016 Performance Shares was earnedfor 2016 were:performance againstnon-GAAP revenue growth of our Company;revenue, non-GAAP EBITDAEBITDA; and Cloud Revenue for 2015the targets for these metrics approved by our Compensation Committee and presented below.non-GAAP Cloud revenue.For 2015, the non-GAAP revenue and EBITDA targets are the same targets applicable to the 2015 annual cash incentive compensation plan discussed under "2015 Annual Cash Incentive Bonus Compensation." The weighting of the various components for both 2015 and 2016 was set at 60% for non-GAAP revenue, 30% for non-GAAP EBITDA and 10% for Cloud Revenue. setsestablished the minimum achievement necessary to be satisfied to receive aany portion of the applicable bonus amounts, and a "maximum" level, wherebywhich, if achieved or exceeded, our NEOs would receiveresult in 200% of the target portion attributedrestricted shares being earned with respect to such component. The 2015 long-term equity incentive compensation plan is set forth below:component as described below. Threshold
25% payoutTarget
100% payoutMaximum
200% payoutWeighting $170,853,000 $198,000,000 $213,465,000 30% $259,057,000 $280,000,000 $295,000,000 10% Name Threshold Target Maximum Stephen G. Waldis 8,634 17,267 34,535 Karen L. Rosenberger 2,046 4,091 8,183 Robert E. Garcia 5,659 11,319 22,637 Ronald J. Prague 1,279 2,557 5,115 non-GAAP revenue was $580,091,000, representing 26% growth from 2014. Our 2015 non-GAAP revenue was approximately halfway betweenCompensation Committee approved the following threshold, target and maximum thresholds, 138%performance goals for 2016 for the 2015-2016 Performance Shares and, therefore, these performance goals were different than those approved by our Compensation Committee for the corporate component of our NEOs' annual cash incentive cash bonus: Corporate Component Weighting Non-GAAP Revenue* $667,100,000 $696,100,000 $725,100,000 60% Non-GAAP EBITDA as % of Revenue* 25% 35% 45% 30% Non-GAAP Cloud Revenue* $388,400,000 $412,200,000 $436,000,000 10% target. Our same calculations as discussed under"2016 Corporate Component - 2016 Annual Cash Incentive Bonus":$208,096,000,$237.2 million, or 34% of revenue, representing 34%14% growth from 2014. Our 2015, and slightly below the target attainment, resulting in a 95% payout with respect to this component; andEBITDACloud revenue was approximately two-thirds of the maximum threshold,$403.4 million, representing 149%. Our 2015 Cloud Revenue was $310,116,000 representing 46%27% growth from 2014,2015, and more than the maximum threshold. As a result, our NEOs (other than Mr. Schuette) received 162% ofslightly below the target number of performance-based restricted shares, all of such shares vested upon issuance:threshold, resulting in a 81% payout with respect to this component. Achievement Plan Payout Weighting $580,091,000 150% 60% $208,096,000 174% 30% $310,116,000 200% 10% Corporate Component Achievement Plan Payout Weighting Adjusted Non-GAAP Revenue $698,400,000 108% 60% Adjusted Non-GAAP EBITDA 34% 95% 30% Non-GAAP Cloud Revenue* $403,381,000 81% 10%
.These This financial measures aremeasure is a non-GAAP measures and should not be reviewed in isolation or as substitutes for our financial results as reported in accordance with GAAP. Please seeAppendix A for an explanation of and reconciliation of these non-GAAP financial measures to the applicable GAAP financial measures.measures2015-20162015-2016 Performance Shares awarded based on our 20152016 performance is set forth below: Threshold Target Maximum Performance
Shares Awarded 4,317 8,634 17,268 13,813 1,023 2,045 4,090 3,272 2,829 5,658 11,316 9,052 640 1,280 2,560 2,048 Name Stephen G. Waldis 17,509 Karen L. Rosenberger 4,148 Robert E. Garcia 11,477 Ronald J. Prague 2,593 With respectNew Business Shares, these shares will only be awardedEnterprise market, our Compensation Committee believed that growth in this business was appropriate to the extent we are able to establish a new line of business with a material annual revenue run rate by the end of 2017.use for our Company's strategic metric. The specific target annual revenue run ratevalues for the New Business2016-2018 Performance Shares iswere set at anusing aggressive annual revenue run rate and aligned with shareholder interests, but isthree-year growth targets tied to key corporate financial metrics. However, the targets that were set for the later years of the 2016-2018 plan, which were determined in 2016, were not publicly disclosed at theinformation. Atperformance period.time2016-2018 Performance Shares earned will be based on actual performance compared to our Company's targets for the 2016-2018 Performance Shares, as shown below, using straight-line interpolation between points. The determination of grant, our Company did notwhat number of shares (if any) have a new line of businessbeen earned will be made in January 2019 and achieving a meaningful revenue run rate by the end of 2017 is a significantly challenging goal, achievement of which is uncertain.any earned shares will vest upon issuance. Our NEOs were awarded 2016-2018 Performance Shares that provided the opportunity to earn the following New Business Performance Shares:restricted shares based on the performance of our business during the three-year period 2016 - 2018: Threshold Target Maximum 6,476 12,951 12,951 1,535 3,069 3,069 4,245 8,489 8,489 959 1,918 1,918 Name Threshold Target Maximum Stephen G. Waldis 26,476 52,951 105,902 Karen L. Rosenberger 6,476 12,915 25,748 Robert E. Garcia 16,144 32,287 64,574 Christopher S. Putnam 4,972 9,944 19,888 Ronald J. Prague 5,489 10,978 21,956 Other GrantsUpon joining Synchronoss, Mr. Schuette was initially granted one-time (i) options to purchase 13,751 shares, vesting one-fourth after one year from the date of grant and 1/48th each month of continuous service with our Company thereafter and (ii) 5,039 restricted shares, vesting one-fourth after one year from the date of grant and 1/16th each three-month period of continuous service with our Company thereafter. In reviewing Mr. Schuette's compensation later in 2015, our Compensation Committee determined his initial equity grant was made prior to determining the strategic role of our Enterprise business. In recognition of the importance of his work in driving our Enterprise business forward, which we view as a key component of our future growth, our Compensation Committee awarded Mr. Schuette an additional 50,000 restricted shares, vesting one-fourth after one year from the date of grant and 1/16th each three-month period of continuous service with our Company thereafter. Our Compensation Committee based the amount of Mr. Schuette's equity grant on, among other things, the size of the equity grants of our other executive officers, his expected senior role at our Company in driving our Enterprise business, his expertise in the Enterprise industry, and its general understanding of competitive pay practices.On May 11, 2015, our Equity Committee awarded Mr. Rizer one-time 20,000 restricted shares of our Common Stock vesting one-fourth after one year from the date of grant and 1/16th each three-month period of continuous service with our Company thereafter. Mr. Rizer received these restricted shares due to his expanded role and increased responsibilities as part of a reorganization of our Company.other(other than Mr. Schuette,Putnam) that expire on December 31, 2017. Upon joining our Company, Mr. Schuettehis promotion to Executive Vice President, Sales in January 2016, we entered into an employment agreement whichwith Mr. Putnam that also expires on December 31, 2017. Each of these employment agreement includes aagreements provides for severance arrangement thatpayments and benefits upon an involuntary termination of employment and provides for enhanced benefits in the case of involuntary termination following a change in control, which is designed to promote stability and continuity of our senior management. For a description of the terms of the employment agreements, please see "Employment Agreements" on page 51. "Employment Agreements" below in this Proxy Statement.We leaseIn 2016, we leased an automobile (and paypaid applicable insurance and gas) for Mr. Waldis and Ms. Rosenberger and provideprovided a car allowance to Mr. Garcia, each to be used primarily for business purposes. There were no other special benefits or perquisites provided to any NEO in 2015.2016.maintainhave a comprehensive Ethics and Business Code of Conduct Policy. As part ofPolicy 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. InIf the event thatresults of an investigation uncoversestablish that one of our employees, officers or directors commitshas committed fraud or engaged in some other improper act which causesthat has the result of causing our financialsfinancial statements for any period to be restated or that otherwise adversely affects such financials,those financial statements, we wouldwill take immediate and appropriate disciplinary action against the individual, including but not limited to termination. In addition, we would takeintend to pursue whatever legal remedies are available to prosecute the individual to the fullest extent of the law and recoverwe intend to seek to clawback or recoup any amounts he or she inappropriately received as a result of the fraudulentimproper 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 bebeen taken.our executive officers'their interests with those of our stockholders. Each executive officer who is also subject to Section 16 of the Securities Exchange Act or who directly reports to our CEO (including(which includes all of our NEOs) is required to own, as of the later of January 1, 2019 2020 or five years from the date suchon which the individual beginsfirst began reporting to our CEO or becomesfirst 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 thehis then current base salary for our CEO;salary; (b) three times the base salary for our President and Chief Operating Officer, Chief Financial Officer, and PresidentGeneral Counsel or the General Manager of any division (i.e., International)of our divisions, 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 for other executive officers. In the eventsalary. If an executive officer is not compliant at the end of such five yearhis or her phase-in period, our Compensation Committee may reduce future equity grants to such executive officerthat individual until he or she isbecomes compliant. Based on share holdings on April 6,December 31, 2016, each of our NEOs exceeded thehis or her applicable minimum holding requirements on that date. of 1986, as amended (the "Code"), places a $1,000,000 limit on the amount of compensation that we may deduct in any one year with respect to our CEO and our three other most highly paid NEOs (other than our CFO)Chief Financial Officer). To maintain flexibility in compensating NEOs in a manner designed to promote varying corporate goals, our Compensation Committee may, in its judgment, authorize compensation payments that are not deductible when it believes that suchthose payments are appropriate, including attractingwhen endeavoring to attract and retainingretain highly-qualified executive officers.TableAs disclosed on the Current Report on Form 8-K filed with the SEC on February 14, 2017, Karen L. Rosenberger resigned as our Chief Financial Officer, effective February 27, 2017, and her employment with us terminated as of ContentsApril 1, 2017 (the “Compensation Committee Report(1)ChairmanCharles E. Hoffman
Chair(1)The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.(1) The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. "principal executive officer," "principal financial officer" and our three other highest paid executive officers (our "NEOs") for 2015:Name and Principal Position Year Salary
($) Bonus
($)(2) Stock
Awards
($)(3) Option
Awards
($)(8) Non-Equity
Incentive Plan
Compensation
(9) All Other
Compensation
($) Total
($) 2015 591,165 59,117 4,269,514 (4) 1,128,651 762,099 23,613 (10) 6,834,159 2014 573,947 57,395 2,879,044 1,429,622 903,966 33,051 5,877,025 2013 557,230 40,692 3,211,040 1,246,512 139,308 37,061 5,231,843 2015 330,000 29,700 1,011,634 (5) 267,436 212,709 19,704 (11) 1,871,183 2014 286,002 22,500 969,045 223,224 236,250 14,905 1,751,926 2013 236,900 4,027 169,693 65,262 36,246 7,650 519,778 2015 437,091 39,338 2,798,597 (6) 739,817 394,432 17,150 (12) 4,426,425 2014 424,360 38,192 2,395,400 889,514 467,857 17,000 4,242,323 2013 412,000 28,900 1,680,753 652,624 72,100 7,650 2,854,028 2015 385,786 42,000 1,553,078 (7) 167,139 379,010 7,950 (13) 2,534,963 2014 318,270 28,644 664,450 245,322 250,638 7,800 1,515,124 2013 309,000 6,000 409,008 158,261 54,000 7,650 943,920 2015 183,333 250,000 2,004,025 195,979 — — 2,633,337
years indicated:(1)Mr. Schuette's employment with us commenced on August 1, 2015.(2)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.(3)The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of the actual number of performance share awards granted to our NEOs and the time-based restricted stock awarded to our NEOs. See "Compensation Discussion and Analysis" above for further discussion of these stock awards. See Footnote 2 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of our assumptions in estimating the fair value of our stock awards. Our executive officers will not realize the estimated value of these awards until these awards are sold.(4)Although the actual number of performance-based shares was used in the Summary Compensation Table, the grant date fair market value of the performance-based restricted share award assuming the highest level of performance conditions was achieved was $5,330,060.(5)Although the actual number of performance-based shares was used in the Summary Compensation Table, the grant date fair market value of the performance-based restricted share award assuming the highest level of performance conditions was achieved was $1,262,925.(6)Although the actual number of performance-based shares was used in the Summary Compensation Table, the grant date fair market value of the performance-based restricted share award assuming the highest level of performance conditions was achieved was $3,493,818.(7)Although the actual number of performance-based shares was used in the Summary Compensation Table, the grant date fair market value of the performance-based restricted share award assuming the highest level of performance conditions was achieved was $799,576.(8)The amounts in this column reflect the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of option awards granted to our NEOs. See Footnote 2 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of our assumptions in estimating the fair value of our stock option awards. Our NEOs will not realize the estimated value of these awards until these awards are exercised or sold.(9)The amounts under this column include amounts paid based on the objective corporate component of the Company's annual incentive bonus compensation plan described under "Compensation Discussion and Analysis."(10)Reflects amounts paid to Mr. Waldis for leasing an automobile, including insurance premiums, and 401(k) matching contribution.(11)Reflects amounts paid to Ms. Rosenberger for leasing an automobile, including insurance premiums, and 401(k) matching contribution.(12)Reflects amounts paid for a car allowance (including insurance), and 401(k) matching contribution.(13)Reflects amounts paid to Mr. Rizer for 401(k) matching contribution.Name and Principal Position Year Salary
($) Bonus
($) (1) Stock
Awards
($) (2) Option
Awards
($) (8) Non-Equity
Incentive Plan
Compensation
($) (9) All Other
Compensation
($) Total
($)Stephen G. Waldis 2016 608,900 66,979 3,069,569 (3) 1,261,248 681,176 20,074 (10) 5,707,946 2015 591,165 59,117 4,269,514 1,128,651 762,099 23,613 6,834,159 2014 573,947 57,395 2,879,044 1,429,622 903,966 33,051 5,877,025 Karen L. Rosenberger 2016 360,000 21,600 748,682 (4) 307,617 219,672 63,338 (11) 1,720,909 2015 330,000 29,700 1,011,634 267,436 212,709 19,704 1,871,183 2014 286,002 22,500 969,045 223,224 236,250 14,905 1,751,926 Robert E. Garcia 2016 450,204 36,016 1,871,677 (5) 769,056 366,286 17,150 (12) 3,510,389 2015 437,091 39,338 2,798,597 739,817 394,432 17,150 4,426,425 2014 424,360 38,192 2,395,400 899,514 467,857 17,000 4,242,323 Christopher S. Putnam 2016 340,000 408,000 576,454 (6) 236,867 — 7,950 (13) 1,569,271 Ronald J. Prague 2016 315,000 18,900 736,408 (7) 261,477 192,213 7,950 (13) 1,531,948 (1) (2) (3) The grant date value of the performance-based restricted share award assuming the highest level of performance conditions is achieved was $3,405,808. (4) The grant date value of the performance-based restricted share award assuming the highest level of performance conditions is achieved was $828,056. (5) The grant date value of the performance-based restricted share award assuming the highest level of performance conditions is achieved was $2,076,700. (6) The grant date value of the performance-based restricted share award assuming the highest level of performance conditions is achieved was $639,598. (7) The grant date value of the performance-based restricted share award assuming the highest level of performance conditions is achieved was $706,105. (8) (9) (10) Reflects amounts paid for leasing an automobile, including insurance premiums, and Company paid 401(k) matching contribution. (11) Reflects (i) $13,571 paid for leasing an automobile, including insurance premiums, (ii) commuting expenses of $41,817 related to travel between Mr. Rosenberger's home and our Company headquarters for lodging, and (iii) Company paid 401(k) matching contributions. (12) Reflects amounts paid for a car allowance (including insurance), and Company paid 401(k) matching contribution. (13) Reflects Company paid 401(k) matching contribution. 2015.2016. The FASB ASC Topic No. 718 value of these awards is also reflected in the Stock Awards and Option Awards columns of the Summary Compensation Table above: Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards(1) Performance Stock Awards:
Number of Shares of Stock
or Units Number
of
Shares
of Stock
or Units
(#) Exercise
or Base
Price of
Option
Awards
($/Sh) Awards
Securities
Underlying
Options
(#) Value of
Stock and
Option
Awards
($)(11) Grant Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) 146,313 585,253 1,024,193 2/9/2015 70,546 (9) 41.37 1,128,651 2/9/2015 25,901 (5) 1,071,524 2/9/2015 12,951 25,901 51,802 (2) 1,184,453 2/9/2015 12,951 25,901 51,802 (3) 1,421,288 2/9/2015 6,476 12,951 12,951 (4) 592,249 44,550 178,200 311,850 2/9/2015 16,716 (9) 41.37 267,436 2/9/2015 6,137 (5) 253,888 2/9/2015 3,069 6,137 12,274 (2) 280,645 2/9/2015 3,069 6,137 12,274 (3) 336,756 2/9/2015 1,535 3,069 3,069 (4) 140,345 78,676 314,706 550,735 2/9/2015 46,242 (9) 41.37 739,817 2/9/2015 16.978 (5) 702,380 2/9/2015 8,489 16,978 33,956 (2) 776,404 2/9/2015 8,489 16,978 33,956 (3) 931,612 2/9/2015 4,245 8,489 8,489 (4) 388,202 69,441 277,766 486,091 2/9/2015 10,477 (9) 41.37 167,139 2/9/2015 3,836 (5) 158.695 2/9/2015 1,918 3,836 7,672 (2) 177,684 2/9/2015 1,918 3,836 7,672 (3) 213,257 2/9/2015 959 1,918 1,918 (4) 88,842 5/11/2015 20,000 (6) 914,600 — — — 8/1/2015 13,751 (10) 39.10 195,979 8/1/2015 5,039 (7) 197,025 12/17/2015 50,000 (8) 1,807,000 (1)Each of our NEOs was granted a non-equity incentive plan award pursuant to our 2015 annual incentive bonus compensation plan. The amounts shown in the "Threshold" column reflect the cash payment level under our 2015 annual incentive bonus plan if we achieved the threshold payout level for a single corporate objective with the lowest weight. The amounts shown in the "Target" column reflect the target payment level under our 2015 annual incentive bonus plan if we achieved all of the objectives previously approved by our Compensation Committee. The amounts shown in the "Maximum" column reflect the maximum payouts under our 2015 annual incentive bonus compensation plan with respect to the objectives previously approved by our Compensation Committee. The corporate and business components of our 2015 annual incentive bonus compensation plan are discussed in greater detail in "Compensation Discussion and Analysis." The actual amounts paid to each NEO are shown in the Summary Compensation Table above. The table does not include the individual discretionary component portion of the NEO's aggregate targeted annual cash incentive bonus amount.(2)Reflects a 2015-2017 performance-based restricted share award as described in greater detail in "Compensation Discussion and Analysis." The 2015-2017 performance-based restricted share awards triggered the issuance of a certain number of restricted shares of Common Stock based on the achievement of our 2015-2017 financial performance. The amounts shown in the "threshold" column reflect the minimum number of restricted shares of Common Stock issuable under the 2015-2017 performance-based restricted share awards if certain minimum financial goals were achieved. The amounts shown in the "target" column reflect the number of restricted shares of Common Stock issuable under the 2015-2017performance-based restricted share awards if all of the 2015-2017 financial goals were achieved at on-target levels. The amounts shown in the "maximum" column reflect the maximum number of restricted shares of Common Stock issuable under the 2015-2017 performance-based restricted share if all of the 2015-2016 financial goals were surpassed.(3)Reflects a special one-time 2015-2016 performance-based restricted share award as part of the transition to a three-year performance criteria for our performance-based restricted share awards, as described in greater detail in "Compensation Discussion and Analysis." One-third of the performance-based share awards triggered the issuance of a certain number of restricted shares of Common Stock based on the achievement of our 2015 financial performance and two-thirds of the performance-based restricted shares awards trigger the issuance of a certain number of restricted shares of Common Stock based on the achievement of our 2016 financial performance. The amounts shown in the "threshold" column reflect the minimum number of restricted shares of Common Stock issuable under the 2015-2016 performance-based restricted share awards if certain minimum financial goals were achieved. The amounts shown in the "target" column reflect the number of restricted shares of Common Stock issuable under the 2015-2016 performance-based restricted share awards if all of the 2015-2016 financial goals were achieved at on-target levels. The amounts shown in the "maximum" column reflect the maximum number of restricted shares of Common Stock issuable under the 2015-2016 performance-based restricted share if all of the 2015-2016 financial goals were surpassed.(4)Reflects a special "new business" performance-based restricted share award as described in greater detail in "Compensation Discussion and Analysis." The "new business" performance-based restricted share awards triggered the issuance of a certain number of restricted shares of Common Stock based on the achievement of certain criteria after the end of the three-year period commencing January 1, 2015. The amounts shown in the "threshold" column reflect the minimum number of restricted shares of Common Stock issuable under the "new business" performance-based restricted share awards if certain minimum financial goals were achieved with respect to the "new business". The amounts shown in the "target" column reflect the number of restricted shares of Common Stock issuable under the "new business" performance-based restricted share awards if all of the "new business" criteria were achieved at on-target levels during the three-year period commencing January 1, 2015. The amounts shown in the "maximum" column reflect the maximum number of restricted shares of Common Stock issuable under the "new business" performance-based restricted share if all of the "new business" criteria were surpassed during the three-year period commencing January 1, 2015.(5)One-third of the restricted shares issued vests on February 9 of each of 2016, 2017 and 2018, provided he or she remains continuously employed by our Company through each such date.(6)One-fourth of the restricted shares vests on May 11, 2016, and an additional 1/16th of the restricted shares vest upon completion of each period of three-months of continuous service thereafter.(7)One-fourth of the restricted shares vests on August 1, 2016 provided he has continuous service from the grant date, and an additional 1/16th of the restricted shares vest upon completion of each period of three-months of continuous service thereafter.(8)One-fourth of the restricted shares vests on December 17, 2016 provided he has continuous service from the grant date, and an additional 1/16th of the restricted shares vest upon completion of each period of three-months of continuous service thereafter.(9)Each stock option becomes exercisable with respect to the first 25% of the shares subject to the option upon completion of 12 months of continuous service after February 9, 2015, and with respect to an additional1/48 of the shares subject to the option upon completion of each month of continuous service thereafter.(10)Each stock option becomes exercisable with respect to the first 25% of the shares subject to the option upon completion of 12 months of continuous service after August 1, 2015, and with respect to an additional1/48th of the shares subject to the option upon completion of each month of continuous service thereafter.(11)The amount in this column reflects the grant date fair value, computed in accordance with FASB ASC Topic No. 718, of stock awards and options granted to our NEOs. See Footnote 2 to the Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 for a discussion of our assumptions in estimating the fair value of our stock and option awards.Description of Awards Granted in 2015 Estimated Future Payouts Under Equity Incentive Plan Awards (2) • Stephen G. Waldis: On February 9, 2015, we granted Mr. Waldis (i) an option to purchase 70,546 shares our Common Stock (ii) 25,901 restricted shares of our Common Stock, (iii) a performance-based restricted stock award pursuant to which Mr. Waldis is entitled to receive up to 51,802 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the 2015-2017 Performance Shares, (iv) a performance-based restricted stock award pursuant to which Mr. Waldis was entitled to receive up to 51,802 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the 2015-2016 Performance Shares and (v) a performance-based restricted stock award pursuant to which Mr. Waldis is entitled to receive up to 12,951 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the New Business Performance Shares. On January 27, 2016, 13,813 2015-2016 Performance Shares were issued to Mr. Waldis based on our Company's 2015 financials. • Karen L. Rosenberger: On February 9, 2015, we granted Ms. Rosenberger (i) an option to purchase 16,716 sharesAll Other Option Awards: Number of our Common Stock, (ii) 6,137 restricted shares of our Common Stock, (iii) a performance-based restricted stock award pursuant to which Ms. Rosenberger is entitled to receive up to 12,274 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the 2015-2017 Performance Shares, (iv) a performance-based restricted stock award pursuant to which Ms. Rosenberger was entitled to receive up to 12,274 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the 2015-2016 Performance Shares and (v) a performance-based restricted stock award pursuant to which Ms. Rosenberger is entitled to receive up to 3,069 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the New Business Performance Shares. On January 27, 2016, 3,272 2015-2016 Performance Shares were issued to Ms. Rosenberger based on our Company's 2015 financials. • Robert E. Garcia: On February 9, 2015, we granted Mr. Garcia (i) an option to purchase 46,242 shares of our Common Stock, (ii) 16,978 restricted shares of our Common Stock, (iii) a performance-based restricted stock award pursuant to which Mr. Garcia is entitled to receive up to 33,956 restricted shares of our Common Stock based on the Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the 2015-2017 Performance Shares, (iv) a performance-based restricted stock award pursuant to which Mr. Garcia was entitled to receive up to 33,956 restricted shares of our Common Stock based on the Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the 2015-2016 Performance Shares and (v) a performance-based restricted stock award pursuant to which Mr. Garcia was entitled to receive up to 8,489 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the New Business Performance Shares. On January 27, 2016, 9,052 2015-2016 Performance Shares were issued to Mr. Garcia based on our Company's 2015 financials. • Daniel Rizer:Securities Underlying
Options
(#) (4) On February 9, 2015, we granted Mr. Rizer (i) an option to purchase 10,447 shares our Common Stock, (ii) 3,836 restricted shares of our Common Stock, (iii) a performance-based restricted stock award pursuant to which Mr. Rizer is entitled to receive up to 7,672 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the 2015-2017 Performance Shares, (iv) a performance-based restricted stock award pursuant to which Mr. Rizer was entitled to receive up to 7,672 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the 2015-2016 Performance Shares and (v) a performance-based restricted stock award pursuant to which Mr. Rizer is entitled to receive up to 1,918 restricted shares of our Common Stock based on our Company's performance metrics discussed in the Compensation Discussion and Analysis section of this proxy for the New Business Performance Shares. On January 27, 2016, 2,048 2015-2016 Performance Shares were issued to Mr. Rizer based on our Company's 2015 financials. On May 11, 2015, as a special one-time award, we granted Mr. Rizer 20,000 restricted shares of our Common Stock. Name Grant Date ($) Stephen G. Waldis 150,703602,811 1,054,919 2/19/2016 133,043 25.81 1,261,248 2/19/2016 52,951 1,366,665 2/19/2016 26,476 52,951 105,902 1,702,904 Karen L. Rosenberger 48,600 194,400 340,200 2/19/2016 32,449 25.81 307,617 2/19/2016 12,915 333,336 2/19/2016 6,476 12,915 25,748 415,346 Robert E. Garcia 81,037 324,147 567,257 2/19/2016 81,124 25.81 769,056 2/19/2016 32,287 833,327 2/19/2016 16,144 32,287 64,574 1,038,350 Christopher S. Putnam 91,800 367,200 642,600 2/19/2016 24,986 25.81 236,867 2/19/2016 9,944 256,655 2/19/2016 4,972 9,944 19,888 319,799 Ronald J. Prague 42,525 170,100 297,675 2/19/2016 27,582 25.81 261,477 1/27/2016 3,388 100,014 2/19/2016 10,978 283,342 2/19/2016 5,489 10,978 21,956 353,052 (1) (2) (3) One-third of the restricted shares vested on February 19, 2017 and one-third of the restricted shares vest on each of February 19, 2018 and 2019, provided that the recipient remains continuously employed by our Company through each such date except that with, respect to Mr. Prague's January 27, 2016 grant of restricted shares, one-half of the shares vested on January 27, 2017 and the remaining one-half will vest on January 27, 2018, subject to Mr. Prague's continued service to the Company. (4) The options vest over four years from the vesting start date of February 19, 2016, with 25% of the shares vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option will be fully exercisable on February 19, 2020. (5) • David Schuette: On August 1, 2015, in connection with his joining the Company,February 19, 2016, we granted Mr. SchuetteWaldis (i) an option to purchase 13,751133,043 shares of our Common Stock, (ii) 52,951 time-based restricted shares of our Common Stock, and (iii) a target award of 52,951 2016-2018 Performance Shares, which are earned based on our Company's achievement of performance metrics discussed in the Compensation Discussion and Analysis section of this Proxy Statement for the 2016-2018 Performance Shares. On January 31, 2017, our Company issued 17,509 of the 2015-2016 Performance Shares to Mr. Waldis based on our Company's 2016 financial performance.• 5,03912,915 time-based restricted shares of our Common Stock, and (iii) a target award of 12,915 2016-2018 Performance Shares, which are earned based on our Company's achievement of performance metrics discussed in the Compensation Discussion and Analysis section of this Proxy Statement for the 2016-2018 Performance Shares. On January 31, 2017, our Company issued 4,148 of the 2015-2016 Performance Shares to Ms. Rosenberger based on our Company's 2016 financial performance.• • • December 17, 2015,January 31, 2017, our Company issued 2,593 of the 2015-2016 Performance Shares to Mr. Prague based on additional information and Mr. Schuette's performance in his initial months with our Company, we granted Mr. Schuette an additional 50,000 restricted shares of our Common Stock. Company's 2016 financial performance.With respect to each of Messrs. Waldis, Garcia and Rizer and Ms. Rosenberger:(a)each stock option granted becomes exercisable with respect to the first 25% of the shares subject to the option upon completion of 12 months of continuous service after February 9, 2015, and with respect to an additional1/48th of the shares subject to the option upon completion of each month of continuous service thereafter;(b)one-third of the restricted shares issued to him or her on February 9, 2015 vests on each of February 8, 2016, 2017 and 2018, provided he or she remains continuously employed by our Company through each such date;(c)the 2015-2017 Performance Shares shall vest upon issuance on or about January 2018, provided he or she remains continuously employed by our Company through such date;(d)one-third of the 2015-2016 Performance Shares vested upon issuance on January 27, 2016;(e)two-thirds of the 2015-2016 Performance Shares shall vest upon issuance in January 2017 based on our financial performance in 2016, provided the NEO remains continuously employed by our Company through such date; and(e)the New Business Performance Shares shall vest upon issuance in January 2018 contingent on our Company meeting certain objectives, provided he or she remains continuously employed by our Company through such date.With respect to Mr. Rizer's May 11, 2015 grant of restricted shares, one-fourth of the shares will vest on May 11, 2016 and an additional1/16th of the restricted shares will vest following each three-month period thereafter, subject to Mr. Rizer's continued service on each vesting date.With respect to Mr. Schuette, (a) the stock option granted to him on August 1, 2015 becomes exercisable with respect to the first 25% of the shares subject to the option upon his completion of 12 months of continuous service after the grant date, and with respect to an additional1/48th of the shares subject to the option upon his completion of each month of continuous service thereafter and (b) with respect to the restricted shares granted to him on each of August 1, 2015 and December 17, 2015, the first 25% of the shares will vest upon his completion of 12 months of continuous service after the grant date, and an additional1/16th of the shares will vest upon his completion of each period of three months of continuous service thereafter.2015:2016: Stock Awards Number of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price
($)Option
Expiration
DateNumber of
Shares or
Units of
Stock
That Have
Not Vested
(#)Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)(1)Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#)(27) 58,300(2) -0- 14.00 12/1/2016 84,000(3) -0- 27.55 12/7/2017 160,000(4) -0- 30.50 12/6/2018 54,117(5) 22,283 31.02 2/14/2020 40,065(6) 47,348 32.40 2/13/2021 -0- 70,546(10) 41.37 2/9/2022 10,186(12) 358,853 5,019(13) 176,819 26,995(14) 951,034 33,744(15) 1,188,801 25,901(16) 912,492 51,802(24) 1,824,984 51,802(25) 1,824,984 12,951(26) 456,264 188(3) -0- 27.55 12/7/2017 2,178(4) -0- 30.50 12/6/2018 1,416(5) 1,167 31.02 2/14/2020 1,117(7) 2,903 32.24 2/20/2021 1,273(8) 4,457 35.19 4/1/2021 -0- 16,716(10) 41.37 2/9/2022 533(12) 18,778 269(13) 9,477 6,137(16) 216,207 219(17) 7,715 1,386(18) 48,829 2,080(19) 73,278 14,085(20) 496,215 12,274(24) 432,413 12,274(25) 432,413 3,069(26) 108,121 13,750(3) -0- 30.50 12/6/2018 9,166(5) 11,667 31.02 2/14/2020 11,458(6) 29,792 32.40 2/13/2021 6,875(9) 625 30.11 1/3/2019 -0- 46,242(10) 41.37 2/9/2022 5,333(12) 187,882 2,626(13) 92,514 18,000(14) 634,140 22,500(15) 792,675 16,978(16) 598,135 937(20) 33,011 33,956(24) 1,196,270 33,956(25) 1,196,270 8,489(26) 299,067 4,871(5) 2,829 31.02 2/14/2020 4,375(6) 8,125 32.40 2/13/2021 -0- 10,447(10) 41.37 2/9/2022 1,293(12) 45,552 642(13) 22,618 4,000(14) 140,920 5,000(15) 176,150 3,836(16) 135,142 20,000(21) 704,600 7,672(24) 270,285 7,672(25) 270,285 1,918(26) 67,571 -0- 13,751(11) 39.10 9/1/2022 5,039(22) 177,524 50,000(23) 1,761,500 Option Awards Stock Awards Name Stephen G. Waldis 79,440 (2) — 27.55 12/07/2017 160,000 (3) — 30.50 12/06/2018 73,217 (4) 3,183 31.02 02/14/2020 61,918 (5) 25,495 32.40 02/13/2021 32,334 (6) 38,212 41.37 02/09/2022 — 133,043 (11) 25.81 02/19/2023 13,497 (13) 516,935 16,872 (14) 646,198 17,267 (15) 661,326 52,951 (16) 2,028,023 105,902 (22) 4,056,047 51,802 (23) 1,984,017 34,535 (24) 1,322,691 12,951 (25) 496,023 Karen L. Rosenberger — 167 (4) 31.02 02/14/2020 — 1,563 (12) 32.24 02/20/2021 422 (7) 2,547 35.19 04/01/2021 7,662 (6) 9,054 41.37 02/09/2022 — 32,449 (11) 25.81 02/19/2023 770 (17) 29,491 8,451 (13) 323,673 1,040 (14) 39,832 4,091 (15) 156,685 12,915 (16) 494,645 25,748 (22) 986,148 12,274 (23) 470,094 8,183 (24) 313,409 3,069 (25) 117,543 Robert E. Garcia 6,310 (3) — 30.50 12/06/2018 7,500 (8) — 30.11 01/03/2019 19,166 (4) 1,667 31.02 02/14/2020 25,208 (5) 16,042 32.40 02/13/2021 21,195 (6) 25,047 41.37 02/09/2022 — 81,124 (11) 25.81 02/19/2023 9,000 (13) 344,700 11,250 (14) 430,875 11,318 (15) 433,479 32,287 (16) 1,236,592 64,574 (22) 2,473,184 33,956 (23) 1,300,515 22,637 (24) 866,997 8,489 (25) 325,129 Christopher S. Putnam 1,211 (9) 1,696 50.31 04/15/2022 4,905 (10) 13,204 36.06 11/13/2022 — 24,986 (11) 25.81 02/19/2023 6,250 (18) 239,375 712 (19) 27,270 6,000 (20) 229,800 9,944 (16) 380,855 19,888 (22) 761,710 Ronald J. Prague 13,700 (2) — 27.55 12/07/2017 8,000 (3) — 30.50 12/06/2018 9,296 (4) 404 31.02 02/14/2020 9,563 (5) 3,937 32.40 02/13/2021 4,788 (6) 5,659 41.37 02/09/2022 — 27,582 (11) 25.81 02/19/2023 2,000 (13) 76,600 2,500 (14) 95,750 2,557 (15) 97,933 3,388 (21) 129,760 10,978 (16) 420,457 21,956 (22) 840,915 7,672 (23) 293,838 5,115 (24) 195,905 1,918 (25) 73,459 (1) Table of Contents(1)(2) This option vested over four years of continuous service following December 7, 2010, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, this option is fully exercisable. (3) The option vested over four years of continuous service following December 6, 2011, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option is fully exercisable. (4) The option vested over four years of continuous service following February 14, 2013, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option became fully exercisable on February 14, 2017. (5) The option vests over four years from the vesting start date of February 13, 2014, with 25% vesting after the completion of the first year of service to the Company and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service to the Company. As a result, the option will be fully exercisable on February 13, 2018. (6) The option vests over four years of continuous service following February 9, 2015, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on February 9, 2019. (7) The option vests over four years of continuous service following April 1, 2014, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on April 1, 2018. (8) The option vested over four years of continuous service following January 3, 2012, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option is fully exercisable. (9) The option vests over four years of continuous service following April 15, 2015, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on April 15, 2019. (10) The option vests over four years of continuous service following November 13, 2015, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on November 13, 2019. (11) The option vests over four years of continuous service following February 19, 2016, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on February 19, 2020. (12) The option vested over four years of continuous service following February 20, 2014, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on February 20, 2018. (13) Reflects restricted shares granted on February 13, 2014. These shares vested on February 13, 2017. (14) Reflects performance-based restricted shares awarded on February 13, 2014 and earned (based on our 2014 financial performance) on January 29, 2015. These shares vested on February 13, 2017. (15) Reflects restricted shares granted on February 9, 2015. One-half of the shares vested on February 9, 2017 and one-half of the shares will vest on February 9, 2018, provided the NEO remains continuously employed by the Company on that date. (16) Reflects restricted shares granted on February 19, 2016. One-third of the shares vested on February 9, 2017 and one-third of the shares will vest on each of February 19, 2018 and 2019, provided the NEO remains continuously employed by the Company on those dates. (17) Reflects restricted shares vesting over four years of continuous service following February 20, 2014, with 25% of the shares vesting after the first year of service and the remaining shares vesting ratably on a quarterly basis thereafter, provided the NEO remains continuously employed by the Company. As a result, the shares will fully vest on February 20, 2018. (18) Reflects restricted shares vesting over four years of continuous service following November 1, 2013, with 25% of the shares vesting after the first year of service and the remaining shares vesting ratably on a quarterly basis thereafter, provided the NEO remains continuously employed by the Company. As a result, the shares will fully vest on November 1, 2017. (19) Reflects restricted shares granted on April 15, 2015. One-half of the shares vested on February 17, 2017 and the remaining one-half of the shares will vest on February 17, 2018, provided the NEO remains continuously employed by our Company on that date. (20) Reflects restricted shares vesting over four years of continuous service following November 13, 2015, with 25% of the shares vesting after the first year of service and the remaining shares vesting ratably on a quarterly basis thereafter, provided the NEO remains continuously employed by the Company through those dates. As a result, the shares will fully vest on November 15, 2015. (21) Reflects restricted shares granted on January 27, 2016. One-half of the shares vested on January 27, 2017 and the remaining one-half of the shares will vest on January 27, 2018, provided the NEO remains continuously employed by our Company on that date. (22) (23) Each NEO employed by our Company on February 19, 2015 was awarded a 2015-2017 performance-based restricted share award that vests upon our Company's achievement of certain financial objectives for the three-year period from 2015 to 2017. The amount shown reflects the maximum award if all of the associated performance metrics are achieved. The actual number of shares earned will be determined in January 2018, at which time the shares will be fully vested. (24) Name of Recipient Number of Shares Stephen G. Waldis 17,509 Karen L. Rosenberger 4,148 Robert E. Garcia 11,477 Ronald J. Prague 2,593 31, 2015,30, 2016, the last trading day of the year, which was $35.23$38.30 per share. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our Common Stock. Each of the options and restricted shares automatically vest if we are acquired and the NEO is either involuntarily terminated or voluntarily resigns for good reason under certain circumstances following our change of control, as discussed in more detail below under "Employment Agreements."(2)The option vested over four years of continuous service following December 1, 2009, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option is fully exercisable.(3)The option vested over four years of continuous service following December 7, 2010, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option is fully exercisable.(4)The option vested over four years of continuous service following December 6, 2011, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option is fully exercisable.(5)The option vests over four years of continuous service following February 14, 2013, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on February 14, 2017.(6)The option vests over four years of continuous service following February 13, 2014, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on February 13, 2018.(7)The option vests over four years of continuous service following February 20, 2014, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on February 20, 2018.(8)The option vests over four years of continuous service following April 1, 2014, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on April 1, 2018.(9)The option vests over four years of continuous service following January 3, 2012, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on January 3, 2016.(10)The option vests over four years of continuous service following February 9, 2015, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on February 9, 2019.(11)The option vested over four years of continuous service following August 1, 2015, with 25% vesting after the first year of service and the remaining shares vesting in equal monthly installments over an additional 36 months of continuous service. As a result, the option will be fully exercisable on August 1, 2019.(12)Reflects restricted shares granted on February 14, 2013. The remaining unvested shares will vest on February 14, 2016 provided the NEO remains continuously employed by our Company.(13)Reflects performance-based restricted shares awarded on February 14, 2013, and issued (based on our 2013 financial performance) on January 29, 2014. Under the terms of this grant, the remaining unvested shares will vest on February 13, 2016, provided the NEO remains continuously employed by our Company.(14)Reflects restricted shares granted on February 13, 2014. One half of the unvested shares will vest on each of February 14, 2016 and 2017 provided the NEO remains continuously employed by our Company.(15)Reflects performance-based restricted shares awarded on February 13, 2014, and issued (based on our 2014 financial performance) on January 29, 2015. One half of the unvested shares will vest on each of February 13, 2016 and 2017, provided the NEO remains continuously employed by our Company.(16)Reflects restricted shares granted on February 9, 2015. One-third of the shares shall vest on each of February 9, 2016, 2017 and 2018, provided the NEO remains continuously employed by our Company.(17)Reflects restricted shares vesting over four years of continuous service following January 3, 2012, with 25% of the shares vesting after the first year of service and the remaining shares vesting ratably on a quarterly basis thereafter. As a result, the shares will fully vest on January 3, 2016.(18)Reflects restricted shares vesting over four years of continuous service following February 20, 2014, with 25% of the shares vesting after the first year of service and the remaining shares vesting ratably on a quarterly basis thereafter. As a result, the shares will fully vest on February 20, 2018.(19)Reflects performance-based restricted shares awarded on February 20, 2014, and issued (based on our 2014 financial performance) on January 29, 2015. One-third of the unvested shares will vest on each of February 20, 2016 and 2017, provided the NEO remains continuously employed by our Company.(20)Reflects restricted shares vesting over four years of continuous service following April 1, 2014,with 25% of the shares vesting after the first year of service and the remaining shares vesting ratably on a quarterly basis thereafter. As a result, the shares will fully vest on April 1, 2018.(21)Reflects restricted shares vesting over four years of continuous service following May 11, 2015, with 25% of the shares vesting after the first year of service and the remaining shares ratably on a quarterly basis thereafter. As a result, the shares will fully vest on May 11, 2019.(22)Reflects restricted shares vesting over four years of continuous service following April 1, 2015, with 25% of the shares vesting after the first year of service and the remaining shares ratably on a quarterly basis thereafter. As a result, the shares will fully vest on April 1, 2019.(23)Reflects restricted shares vesting over four years of continuous service following December 17, 2015, with 25% of the shares vesting after the first year of service and the remaining shares ratably on a quarterly basis. As a result, the shares will fully vest on December 17, 2019.(24)Each NEO employed by our Company as of February 9, 2015 was awarded a 2015-2016 performance-based restricted share award as described in greater detail in "Compensation Discussion and Analysis." The amounts shown reflect the maximum award if all of the goals were achieved based on 2015 financial metrics. The actual number of restricted shares of our Common Stock issued with respect to one-third of the award was determined based on our 2015 financial performance and is shown in the table below. The remaining two-thirds of the award is based on our 2016 financial performance and will be issued (if earned) in January 2017. All of the shares earned vested upon issuance.NameNumber of Shares Waldis 13,813 Rosenberger3,272 Garcia9,052 Rizer2,048 (25)Each NEO employed by our Company as of February 9, 2015 was awarded a 2015-2017 performance-based restricted share award as described in greater detail in "Compensation Discussion and Analysis." The amounts shown reflect the maximum award if all of the goals are achieved. The actual number of shares will be determined in January 2018 at which time the shares will be issued, not subject to any further vesting.(26)Each NEO employed by our Company as of February 9, 2015 was awarded a new business performance-based restricted share award as described in greater detail in "Compensation Discussion and Analysis." The amounts shown reflect the maximum award if all of the goals were achieved. The actual number of shares will be determined in January 2018 at which time the shares will be issued, not subject to any further vesting.(27)Computed in accordance with SEC rules equal to the number of unvested shares multiplied by the closing market price per share of our Common Stock on December 31, 2015, which was $35.23 per share. The actual value (if any) to be realized by the NEO depends on whether the shares vest and the future performance of our Common Stock.2015,2016, and the shares of restricted stock acquiredheld by each named executive officerNEO that vested during the year ended December 31, 2015.2016. Option Awards Stock Awards Number of
Shares
Acquired on
Exercise (#) Value
Realized on
Exercise
($)(1) Number of
Shares
Acquired on
Vesting (#) Value
Realized on
Vesting
($)(1) 168,000 5,507,846 55,954 2,601,350 4,437 48,630 12,766 573,515 107,667 1,600,129 39,358 1,706,644 13,954 217,993 8,229 358,321 — — — — Option Awards Stock Awards Name Value Realized on Exercise ($) (1) Value Realized on Vesting ($) (1) Stephen G. Waldis 62,860 966,556 68,022 1,699,706 Karen L. Rosenberger 10,000 72,140 13,629 422,926 Robert E. Garcia 7,440 62,303 43,858 1,108,037 Christopher S. Putnam — — 13,607 439,947 Ronald J. Prague — — 9,762 244,420 notonly realize the estimated value ofon these awards untilwhen the underlying shares are sold, which value may differ from the value shown in the table above as it is dependent on the price at which such shares of Common Stock are actually sold.other(other than Mr. Schuette, whichPutnam) that expire on December 31, 2017. Upon joining our Company, Mr. Schuettehis promotion to Executive Vice President, Sales, effective January 1, 2016, we entered into an employment agreement whichwith Mr. Putnam that also expires on December 31, 2017. Each of these employment agreement includes aagreements provides for severance benefitbenefits designed to promote stability and continuity of our senior management. Our Compensation Committee believes these agreements enhance our ability to retain the services of our NEOs, including in the event of a threatened or actual change in control, appropriately balancing our interests with those of our stockholders. In addition, our Compensation Committee believes that the events triggering payment are fair hurdles for providing this protection.Eachwouldwas eligible to receive severance under his or her respective employment agreement if he or she is subject to an involuntary termination, contingent on the NEO's signing and not revoking a general release of all claims against us. Thethe Company. Our severance program isbenefits are provided as a temporary source of income in the event of an NEO's involuntary termination of employment.Ifmore thanafter 24 months following, the occurrence of our changea “change in control,control” (as defined in the employment agreements), any of our NEOs' employment is subject to an involuntary termination,“involuntary termination” (as defined in the employment agreements), he or she shall be eligible to receive a lump-sum severance payment equal to (i) one and one-half times the sum of his or her base salary plusin effect at the time of termination, (ii) his or her average bonus received in the immediately preceding two years (two(or two times the sum of such base salary and average bonus with respect to Mr. Waldis). If such plus (iii) an amount equal to 24 times the monthly amount the Company was paying on behalf of the NEO and his or her eligible dependents with respect to the Company’s health insurance plans in which the NEO and his or her eligible dependents were participants as of the date of termination. The amount of these severance benefits shall be reduced by the amount of severance pay or pay in lieu of notice that the NEO receives from the Company under any applicable federal or state statute.oura change in control, the NEONEOs shall be eligible to receive a lump sum severance payment equal to (i) two times his or her base salary in effect at the time (2.99(or 2.99 times such base salary with respect to Mr. Waldis), plus(ii) two times his or her average bonus received in the immediately preceding two years.years, plus (iii) an amount equal to 24 times the monthly amount the Company was paying on behalf of the NEO and his or her eligible dependents with respect to the Company’s health insurance plans in which the NEO and his or her eligible dependents were participants as of the date of termination. In addition, his or her outstanding options and restricted shares will vest and become exercisable in full.full as of the date of such involuntary termination. If an NEO dies, or terminates due to permanent disability, the NEO or his or herNEO’s estate will receive an amount equal to his or her target cashIn addition, iforwill be entitled to receive (i) an amount equal to his or her personal representative electstarget cash incentive bonus for the fiscal year in which such termination occurs, prorated based on the number of days of employment completed during that fiscal year, plus (ii) a lump sum amount equal to continue health insurance coverage under COBRA for him or her24 times the monthly amount the Company was paying on behalf of the NEO and his or her eligible dependents followingwith respect to the termination ofCompany’s health insurance plans in which the NEO and his or her employment due to permanent disability or such NEO is subject to an involuntary termination, then we will pay the monthly premium under COBRA until the earliesteligible dependents were participants as of the (a) enddate of termination.24-month period followingRelease Agreement and the termination of his or her employment, (b) expiration of his or her continuation coverage under COBRA or (c) date he or she becomes eligible for substantially equivalent health insurance coverage in connection with new employment."Involuntary termination" means a (i) discharge without cause (other than dueamounts payable to death or permanent disability) or (ii) resignation following (1) a change in (a) position that materially reduces his or her level of authority or responsibility, (b) his or her compensation, perquisites or benefits, or (2) a relocation of his or her workplace by more than 50 miles.A "change in control" includes: (i) a merger after which our stockholders own 50% or less of the surviving corporation or its parent company; (ii) a sale of 80% or more of the total gross fair market value of our assets; (iii) a proxy contest that results in the replacement of more than one-half of our directors over a 24 month period; or (iv) an acquisition of 30% or more of our outstanding stock by any person or group, other than a person related to us, such as a holding company owned by our stockholders. None of the NEO employment agreements provide for any tax gross-up provisions, including with respect to a change in control.named executive officersNEOs would be entitled pursuant to their respective employment agreements. There are no agreements, arrangements or plans that entitle executive officers to severance, perquisites, or other enhanced benefits in connection with the termination of their employment other than the employment agreements. The amounts shown in the table below assume that each termination was effective as of December 31, 2015.2016. Benefit Voluntary
Resignation/
Termination
for Cause($) Involuntary
Termination
Prior to, or More
Than 24 Months
after, a Change
in Control($) Termination
Due to
Death or
Disability($) Involuntary
Termination
Within 24 Months
After a Change
in Control($) Stephen G. Waldis Severance(1) -0- 2,964,907 650,282 3,550,160 Option Acceleration(2) -0- -0- -0- 227,806 Restricted Stock Acceleration(3) -0- -0- -0- 4,074,631 Accrued Vacation(4) 11,369 11,369 11,369 11,369 Benefit Continuation(5) -0- 25,505 25,505 (6) 25,505 Total Value $ 11,369 $ 3,001,781 $ 687,155 $ 7,889,471 Karen L. Rosenberger Severance(1) -0- 745,580 198,000 1,161,159 Option Acceleration(2) -0- -0- -0- 13,771 Restricted Stock Acceleration(3) -0- -0- -0- 985,771 Accrued Vacation(4) 6,346 6,346 6,346 6,346 Benefit Continuation(5) -0- 25,505 25,505 (6) 25,505 Total Value $ 6,346 777,431 $ 229,851 $ 2,192,552 Robert E. Garcia Severance(1) -0- 1,125,546 349,673 1,814,001 Option Acceleration(2) -0- -0- -0- 136,629 Restricted Stock Acceleration(3) -0- -0- -0- 2,657,258 Accrued Vacation(4) 8,406 8,406 8,406 8,406 Benefit Continuation(5) -0- 25,505 25,505 (6) 25,505 Total Value $ 8,406 $ 1,159,457 $ 383,584 $ 4,641,799 Daniel Rizer Severance(1) -0- 928,825 231,472 1,471,865 Option Acceleration(2) -0- -0- -0- 34,904 Restricted Stock Acceleration(3) -0- -0- -0- 1,297,133 Accrued Vacation(4) 7,419 7,419 7,419 7,419 Benefit Continuation(5) -0- 20,627 20,627 (6) 20,627 Total Value $ 7,419 956,871 $ 259,518 $ 2,831,948 David Schuette Severance(1) -0- 525,000 146,666 866,666 Option Acceleration(2) -0- -0- -0- -0- Restricted Stock Acceleration(3) -0- -0- -0- 1,939,024 Accrued Vacation(4) 3,526 3,526 3,526 3,526 Benefit Continuation(5) -0- 24,169 24,169 (6) 24,169 Total Value $ 3,526 $ 552,694 $ 174,361 $ 2,833,384 Name Benefit Stephen G. Waldis Severance (1) $ — $ 3,000,377 $ 669,790 $ 3,603,188 Option Acceleration (2) — — — 1,835,300 Restricted Stock Acceleration (3) — — — 4,561,415 Accrued Vacation (4) 11,710 11,710 11,710 11,710 Benefit Continuation (5) — 30,168 30,168 (6) 30,168 Total Value $ 11,710 $ 3,042,255 $ 711,668 $ 10,041,781 Karen L. Rosenberger Severance (1) $ — $ 790,580 $ 216,000 $ 1,221,159 Option Acceleration (2) — — — 423,897 Restricted Stock Acceleration (3) — — — 1,212,310 Accrued Vacation (4) 6,923 6,923 6,923 6,923 Benefit Continuation (5) — 29,976 29,976 (6) 29,976 Total Value $ 6,923 $ 827,479 $ 252,899 $ 2,894,265 Robert E. Garcia Severance (1) $ — $ 1,145,216 $ 360,163 $ 1,840,227 Option Acceleration (2) — — — 1,120,022 Restricted Stock Acceleration (3) — — — 2,910,379 Accrued Vacation (4) 8,658 8,658 8,658 8,658 Benefit Continuation (5) — 27,480 27,480 (6) 27,480 Total Value $ 8,658 $ 1,181,354 $ 396,301 $ 5,906,766 Christopher S. Putnam Severance (1) $ — $ 772,500 $ 408,000 $ 1,205,000 Option Acceleration (2) — — — 341,652 Restricted Stock Acceleration (3) — — — 877,300 Accrued Vacation (4) 6,538 6,538 6,538 6,538 Benefit Continuation (5) — 27,872 27,872 (6) 27,872 Total Value $ 6,538 $ 806,910 $ 442,410 $ 2,458,362 Ronald J. Prague Severance (1) $ — $ 758,133 $ 189,000 $ 1,201,265 Option Acceleration (2) — — — 370,669 Restricted Stock Acceleration (3) — — — 925,481 Accrued Vacation (4) 6,058 6,058 6,058 6,058 Benefit Continuation (5) — 29,976 29,976 (6) 29,976 Total Value $ 6,058 $ 794,167 $ 225,034 $ 2,533,449 (1)(1) (2) (3) (4) (5) Amounts reflect two times the current cost to us of the individual's health and welfare benefits per year. (6) Only payable in the event of a termination due to permanent disability. 2015.(2)The valueoption acceleration shown incommon stock that may be issued under the table above was calculated based on the assumption that the triggering event occurred on December 31, 2015. The valueCompany’s equity compensation plans:Plan Category Equity compensation plans approved by security holders 2,329,353 $ 2,293,712 3,775 19.32 — Total 2,333,128 $ 32.46 2,293,712 (1) (2) As of March, 27 2017, there were 3,458,574 shares available for issuance under the 2015 Equity Incentive Plan, which includes shares that were assumed from the Intralinks Holdings, Inc. 2010 Equity Incentive Plan in connection with the consummation of the Intralinks Transaction. vesting acceleration was calculated by multiplying2010 New Hire Equity Incentive Plan, which we assumed in connection with the numberacquisition of unvested shares subject to each option by the excess of the closing price of our Common Stock on December 31, 2015, over the exercise price of the option.(3)The value of restricted stock acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, 2015. The value of the vesting acceleration was calculated by multiplying the number of unvested shares subject to each restricted stock grant by the closing price of our Common Stock on December 31, 2015.(4)Based on each executive officer's base salary in effect and the number of accrued but unused vacation days as of December 31, 2015.(5)Amounts reflect two times the current cost to us of the individual's health and welfare benefits per year.(6)Only payable in the event of a disability.Charter,charter, which the Board has adopted and which the Audit Committee reviews on an annual basis.20152016 (the "10-K""10-K").Chairman
Chair(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.(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. April 6, 2016March 27, 2017 with respect to the beneficial ownership of our Common Stock by persons known to us to own beneficially more than 5% of our Common Stock, each of our directors, our NEOs,current executive officers and all of our executive officers and directors as a group. We have no other class of equity securities outstanding.23, 2016, 45,204,45127, 2017, 46,372,470 shares of our Common Stock were outstanding. The amounts and percentages of our Common Stock beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission ("SEC")SEC governing the determination of beneficial ownership of securities. The information does not necessarily indicate beneficial ownership for any other purposes. Under the SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of securities as to which such person has no economic interest. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over the shares of our Common Stock shown as beneficially owned by the stockholder. Beneficially
Owned (1)Percent
(2) 935,101 (3) 2.0% 3,125,561 (4) 6.9% 344,852 (5) ** 85,378 (6) ** 84,678 (7) ** 96,092 (8) ** 45,280 (9) ** 131,109 (10) ** 49,115 (11) ** 55,039 (12) ** 5,114,473 (13) 11.0% 3,280,157 (14) 7.3% 3,832,174 (15) 8.5% 2,554,166 (16) 5.7%
50 So. Sixth St., Minneapolis, MN 55402
2,616,977 (17) 5.8% 2,887,460 (18) 6.4% Name of Beneficial Owner (*) Executive Officers and Directors: Ronald W. Hovsepian 54,780 (3 ) ** Stephen G. Waldis 843,943 (4 ) 1.8% James M. McCormick 3,109,859 (5 ) 6.7% William J. Cadogan 329,150 (6 ) ** Thomas J. Hopkins 77,597 (7 ) ** Donnie M. Moore 65,390 (8 ) ** John DeFeo 12,850 (9 ) ** John W. Frederick 53,971 (10 ) ** Robert E. Garcia 214,282 (11 ) ** Ronald J. Prague 108,187 (12 ) ** Christopher S. Putnam 33,287 (13 ) ** Karen L. Rosenberger 52,489 (14 ) ** All executive officers and directors as a group (12 persons) 4,955,785 (15 ) 10.5% BlackRock, Inc., 55 East 52nd Street, New York, NY 10055 4,693,868 (16 ) 10.1% FMR LLC, 82 Devonshire Street, Boston, MA 02109 3,217,995 (17 ) 7.1% The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 3,504,259 (18 ) 7.6% 23, 2016.(1)Represents sum of shares owned and shares which may be purchased upon exercise of options exercisable within 60 days of March 23, 2016.(2)Any shares not outstanding which are subject to options exercisable within 60 days of March 23, 2016 are deemed outstanding for the purpose of computing the percentage of outstanding shares owned by any(1) (2) (3) Table of Contents(4) person holding such shares but are not deemed outstanding for the purpose of computing the percentage of shares owned by any other person.(3)Includes 101,845 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 498,259 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 187,400 shares subject to options not exercisable within 60 days of March 23, 2016.(4)Includes 870,000 shares held by Vertek Corporation, of which Mr. McCormick is the Chief Executive Officers and sole stockholder. Mr. McCormick exercises sole voting and dispositive power with respect to such shares. Includes 6,670 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 75,000 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 15,000 shares subject to options not exercisable within 60 days of March 23, 2016.(5)Includes 6,670 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 50,000 shares held by Barbara Cadogan, Mr. Cadogan's wife. Includes 85,000 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 15,000 shares subject to options not exercisable within 60 days of March 23, 2016.(6)Includes 6,670 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 75,000 shares subject to options exercisable within 60 days of March 23, 2015. Excludes 15,000 shares subject to options not exercisable within 60 days of March 23, 2016.(7)Includes 6,670 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 85,000 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 15,000 shares subject to options not exercisable within 60 days of March 23, 2016.(8)Includes 6,670 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 70,000 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 15,000 shares subject to options not exercisable within 60 days of March 23, 2016.(9)Includes 28,425 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 4,106 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 29,219 shares subject to options not exercisable within 60 days of March 23, 2016.(10)Includes 31,568 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 115,209 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 115,304 shares subject to options not exercisable within 60 days of March 23, 2016.(11)Includes 42,487 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 17,500 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 56,082 shares subject to options not exercisable within 60 days of March 23, 2016.(12)Includes 14,771 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 14,561 shares subject to options exercisable within 60 days of March 16, 2015. Excludes 26,461 shares subject to options not exercisable within 60 days of March 16, 2015.(13)Includes 373,091 shares of restricted common stock subject to the Company's lapsing right of repurchase. Includes 1,162,994 shares subject to options exercisable within 60 days of March 23, 2016. Excludes 617,805 shares subject to options not exercisable within 60 days of March 16, 2015.(14)Information on the holdings of FMR LLC includes the holdings of Fidelity Management & Research Company ("Fidelity Management"), and is taken from its Schedule 13G filed on January 11, 2016. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity Management, have sole power to dispose of the shares. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B stockholders have entered into a stockholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting(5) (6) (7) (8) (9) (10) Includes 53,971 shares of restricted common stock subject to the Company's lapsing right of repurchase. (11) (12) (13) (14) (15) (16) Information on the holdings of BlackRock, Inc. is taken from its Schedule 13G/A filed on January 17, 2017 and includes the holdings of BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Management Ireland Limited, BlackRock Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd., BlackRock Investment Management, LLC. (17) (18) Information on the holdings of The Vanguard Group is taken from its Schedule 13G/A filed on February 9, 2017. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 79,970 shares of our Common Stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments common shares and the execution of the stockholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees.(15)Information on the holdings of BlackRock, Inc. includes the holdings of BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Asset Management (Australia) Limited, BlackRock Advisors, LLC, BlackRock Asset Management Ireland Limited, BlackRock Investment Management, LLC, BlackRock Advisors (UK) Limited, BlackRock Investment Management (UK) Limited and BlackRock International Limited, and is taken from its Schedule 13G filed on January 27, 2016.(16)Information on the holdings of Oak Ridge Investments LLC is taken from its Schedule 13G filed on February 8, 2016.(17)Information on RBC Global asset Management (US) Inc. is taken from its Schedule 13G filed on February 10, 2016.(18)Information on the holdings of The Vanguard Group is taken from its Schedule 13G filed on February 10, 2016. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 83,377 shares of our Common Stock as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 4,4006,200 shares of our Common Stock as a result of its serving as investment manager of Australian investment offerings.As set forth inIn accordance with our policies and procedures, it is our general policy that related person transactions shall be consummated or shall continue only if approved or ratified by our Audit Committee or the disinterested members of our Board and only if the terms of the transaction are determined to be in, or not to be inconsistent with, the best interests of our Company and our stockholders. The approval of our Compensation Committee is required to approve any transaction that involves compensation to our directors and executive officers. This approval process does not apply to any transaction that is available to all of our employees generally.2015,2016, we engaged Meeker Sharkey as our insurance broker for our officers and directors, commercial liability and health benefits insurance. Thomas Sharkey, Jr., a principal of Meeker Sharkey, is the brother in law of James M. McCormick, a member of our Board. During 2015,2016, we paid Meeker$452,524.$366,231. In addition to any value received by Mr. Sharkey, Jr. by virtue of his minority ownership interest in Meeker Sharkey, he received a commission from Meeker Sharkey in connection with our insurance policies. Our Audit Committee approved our engagement of Meeker Sharkey as our insurance broker as a related party transaction. During 2015, we acquired certain contract rights from Slide 3 Advisors, LLC for approximately $1.2 million. David Schuette, one of our NEOs was the majority owner of Slide 3 Advisors at the time of the acquisition. these engagements,as described above, there were no other transaction or series of similar transactions to which we were or are a party in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, current executive officers, holders of more than 5% of any class of our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest, other than compensation arrangements, which are described where required under "Executive Compensation""Executive Compensation" and "Director Compensation."Director Compensation" above.2015,2016, all of our directors, NEOs,executive officers subject to Section 16 of the Exchange Act and greater than 10% stockholders complied with all applicable Section 16(a) filing requirements. In making these statements, we have relied upon a review of the copies of Section 16(a) reports furnished to us and the written representations of our directors, NEOs and certain of our greater than 10% stockholders.whichthat are timely and comply with the provisions of our amended and restated bylaws (including proposals omitted from the Proxy Statement and form of Proxy pursuant to the proxy rules of the SEC) and matters relating to the conduct of the meeting. As to any other business that may properly come before the meeting, it is intended that proxies will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.DIRECTORS Charles E. Hoffman has informed the Company that he will not stand for re-election at the Annual Meeting in order to devote his full time and efforts to his other commitments. Following the Annual Meeting, the size of our Board is expected to be decreased to five directors and there will be two Class II directors. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. EachThe director who is nominated for election to our Board this year, his age as of April 6, 2016,2017, his position and office held with us and certain biographical information are set forth below. EachThe director to be elected will hold office until the 20182020 Annual Meeting of Stockholders and until his successor is elected, or until his death, resignation or removal. EachThe nominee listed below is currently a director of our Company who was previously elected by the stockholders. It is our policy to encourage nominees for director to attend the Annual Meeting.Directors All of our directors other than Mr. Moore attended our nomineesnominee receiving the most "For" votingvotes (among votes properly cast in person 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. Abstentions and "broker non-votes" (i.e., shares held by a broker or nominee that are represented at the meeting, but with respect to which suchthe broker or nominee is not instructed to vote on a particular proposal and does not have discretionary voting power) will have no effect on the outcome of the election of a candidate for director. Because the election of a director is not a matter on which a broker or other nominee is generally empowered to vote, broker non-votes are expected to exist in connection with this matter. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nomineesnominee named below. If eitherthe nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our current Board, if any. EachThe nominee for election has agreed to serve if elected. We have no reason to believe that eitherthe nominee will be unable to serve.QUALIFICATIONS.COMPOSITIONName Age Position Class Term Expiration Year Stephen G. Waldis 49 Executive Chairman of the Board Class III 2018 Ronald W. Hovsepian 56 Chief Executive Officer Class I 2019 William J. Cadogan 68 Director Class III 2018 Thomas J. Hopkins 60 Director Class II 2017 James M. McCormick 57 Director Class I 2019 Donnie M. Moore 68 Director Class I 2019 Name Audit Committee Compensation Committee Nominating/Corporate Governance Committee Business Development Committee Stephen G. Waldis M Ronald W. Hovsepian William J. Cadogan M C M M Thomas J. Hopkins M* M C James M. McCormick M C Donnie M. Moore C* M C Chair M Member * Audit Committee Financial Expert proxy statementProxy Statement about each member of our Board, including the nominees.nominee. The information presented includes information each director has provided about his age, positions he currently holds, his business experience for at least the past five years, other publicly-held companies if any,(if any) of which he currently serves as a director or has served as a director during the past five years, and involvement in certain legal or administrative proceedings, if applicable. In addition to the information presented below regarding each director's experience and qualifications that lead our Board to the conclusion that he should serve as a director of our Company in light of our business and structure, we also believe that all of our directors have a reputation for integrity and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to our Company and our Board.DIRECTOR NOMINEESNOMINEE each of the nominees:nominee listed below:
20002004Age: 56• CompensationFounder James M. McCormick•
Business Development (Chair)James M. McCormick is a founder of Synchronoss, has been a member of our Board since our inception in 2000 and served as our Treasurer from September 2000 until December 2001. Mr. McCormick is founder and Chief Executive Officer of Vertek Corporation. Prior to founding Vertek in 1988, Mr. McCormick was a member of the Technical Staff at AT&T Bell Laboratories. Mr. McCormick received a Bachelor of Science degree in computer science from the University of Vermont and a master of science degree in computer science from the University of California — Berkeley. Our Board believes Mr. McCormick's qualifications to sit on our Board include his over 25 years in the consulting, telecommunications and services business, as well as being one of our founders. 
Director Since: 2007Age: 67Synchronoss Committees:•Audit•Nominating/CorporateGovernance Donnie M. MooreDonnie M. Moore was Senior Vice President, Finance and Administration and Chief Financial Officer for Cognos Incorporated, a publicly-held company providing business intelligence and performance management solutions, from 1989 until his retirement in 2001. From 1986 to 1989, Mr. Moore was Vice President, Finance and Chief Financial Officer of Cognos. Before joining Cognos, Mr. Moore held various positions at the Burroughs Corporation from 1973 to 1986, including Corporate Director, Plans and Analysis. Mr. Moore holds a Bachelor of Science degree in engineering from the University of Oklahoma and a master in business administration degree from the University of Houston. Our Board believes Mr. Moore's qualifications to sit on our Board include his extensive experience in the software industry and his financial expertise. Continuing Director — Term Ending in 2017
Director Since: 2004Age: 59Synchronoss Committees:•Audit•Compensation•Business Development Thomas J. Hopkins
Director Since: 2005Age: 67Synchronoss Committees:•Audit•Compensation•Business Development•Nominating/CorporateGovernance William J. Cadogan
FounderChief Executive Officer4849• Stephen G. WaldisFoundersince January 2017, having service as Chairman of the Board of Directors since 2001 Chief Executive Officer from 2000 until January 2017 and CEO andas a Directordirector since founding Synchronoss in 2000. From 2000 until 2011, Mr. Waldis also served as President. From 1994 to 2000, Mr. Waldis served as Chief Operating Officer at Vertek Corporation, a privately held professional services company serving the telecommunications industry. From 1992 to 1994, Mr. Waldis served as Vice President of Sales and Marketing of Logical Design Solutions, a provider of telecom and interactive solutions. From 1989 to 1992, Mr. Waldis worked in various technical and product management roles at AT&T. Mr. Waldis received a Bachelor of Arts degree in corporate communications from Seton Hall University. Our Board believes Mr. Waldis' qualifications to sit on our Board include his extensive experience in the software and services industry, and serving as our Chief Executive Officer and one of our founders. Incumbent DirectorContinuing Directors — Not Standing for ElectionTerm Ending in 2019
Ronald W. Hovsepian 
Director Since: 2006Age: 67Synchronoss Committees:•Compensation•Nominating/CorporateGovernance Administration Charles E. HoffmanCharles E. Hoffmanhas been the Deanserved as our Chief Executive Officer and a member of the CollegeBoard since January 2017. Previously, from December 2011 until its sale to Synchronoss in January 2017, Mr. Hovsepian served as President, Chief Executive Officer and Director of Business of the University of Missouri-St. Louis since September 2013. From 2001 until he retired in 2008,Intralinks. Prior to his role at Intralinks, Mr. Hoffman wasHovsepian served as President and Chief Executive Officer of Covad CommunicationsNovell, Inc. from 2006 until Novell’s acquisition by the Attachmate Group Inc.in April 2011. He joined Novell in 2003 as President, North America, and next served as Executive Vice President and President, worldwide field operations, and as President and Chief Operating Officer from 2005 until his appointment as Chief Executive Officer in2006. Prior to 2001,his time at Novell, Mr. Hoffman was PresidentHovsepian held a series of management and executive positions at IBM Corporation over an approximately 17-year period, including worldwide general manager of IBM’s distribution industries, manager of global hardware and software development, sales, marketing and services. Mr. Hovsepian currently serves as a member of the board of directors of ANSYS, Inc., an engineering simulation software publicly-held company, a role he has held since 2012, and, from November 2014 to December 2016, he also held the position of non-executive chairman. From 1998 to 2015, Mr. Hovsepian served as a member of the board of directors of ANN Inc., a women’s fashion retailer. He also held the position of non-executive chairman of ANN’s board of directors from 2005 to 2015. Mr. Hovsepian received a Bachelor of Science degree from the Carroll School of Management at Boston College. Our Board believes Mr. Hovsepian's qualifications to sit on our Board include his extensive experience in the software and services industry, as well as his position as our Chief Executive Officer.
Rogers AT&T.Vertek Corporation. Prior to his time with Rogers,founding Vertek in 1988, Mr. Hoffman served as President, Northeast Region, for Sprint PCS. Preceding his time with Sprint PCS,McCormick was a member of the Technical Staff at AT&T Bell Laboratories. Mr. Hoffman spent 16 years at SBC Communications in various senior management positions, including Managing Director-Wireless for SBC International. Mr. HoffmanMcCormick received a Bachelor of Science degree in computer science from the University of Vermont and a master of science degree in computer science from the University of California — Berkeley. Our Board believes Mr. McCormick's qualifications to sit on our Board include his over 25 years in the consulting, telecommunications and services business, as well as being one of our founders.
Missouri.Houston. Our Board believes Mr. Moore's qualifications to sit on our Board include his extensive experience in the software industry and his financial expertise.20162017 and has further directed that management submit the appointment of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited the Company's financial statements since its formation in 2000. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.2016,2017, the Company must receive a "For" vote from the majority of all the outstanding shares that are present in person or represented by proxy and cast either affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted "For" or "Against" the proposal and will have no effect on the proposal. Because this proposal is a non-routine matter, on which a broker or other nominee ismay generally empowered to vote and therefore no broker non-votes are not expected to exist in connection with this matter. and December 31, 2014 by Ernst & Young LLP, the Company's principal accountant. Fiscal Year Ended 2015 2014 (In thousands) Audit Fees(1) $ 2,281 $ 1,926 Audit Related Fees(2) 2 137 Tax Fees -0 - -0 - All Other Fees -0 - -0 - $ 2,283 $ 2,063 (1)For professional services rendered for the audits of annual financial statements, including the audit of annual financial statements for the years ended December 31, 2015 and 2014. The audit fees also include the review of quarterly financial statements included in the Company's quarterly reports on Form 10-Q, statutory audits of foreign subsidiaries and other regulatory filings or similar engagements.(2)Includes fees which are for assurance and related services other than those included in Audit Fees.
2015 and abovebelow for 201420152016 were approved by the Audit Committee. Fiscal Year Ended 2016 2015 (In thousands) $ 3,025 $ 2,281 235 2 Total Fees $ 3,260 $ 2,283 Table of Contents(1) (2) Includes fees that are for assurance and related services other than those included in Audit Fees and primarily relate to due diligence services relating to an acquisition.
The independent registered public accounting firm and management are required to meet with the audit committee to review and discuss our annual and quarterly financial statements and related disclosures, as well as our critical accounting policies and practices. Additionally, the audit committee is responsible for reviewing the audit plan with the independent registered public accounting firm and members of management responsible for preparing our consolidated financial statements. All of the services of Ernst & Young LLP for 2015 and 2016 described above were pre-approved by the audit committee.named executive officersNEOs as described in the "Compensation of Executive Officers" section of this Proxy Statement. This proposal, commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers.theour executive compensation programs foster a performance-oriented culture that aligns our executives' interests with those of our stockholders over the long term. We believe that the compensation of our executives is both appropriate for and responsive to the goal of improving shareholder value. Specifically, we tie a significant portion of executive compensation to stockholder return in the form of at-risk or variable realizable compensation. Fiscal 2015 Compensationfollowing is a brief synopsisapproval, on an advisory basis, of the material decisions approved by our Compensation Committee regarding the 2015 compensation of our NEOs:Adjustments to Base Salary: In reviewing the base salariesCompany's NEOs as requires a "For" vote from the majority of Messrs. Waldis and Garcia in early 2015, our Compensation Committee provided salary increases of approximately 3% (representing the median base salary increase). In addition, since the salary of Ms. Rosenberger was below the competitive range of similarly situated chief financial officers, her salary was increased by 10%. Mr. Rizer's salary was increased by approximately 32% to reflect his expanded role within our Company,Performance-based Cash Bonus: Our 2015 non-GAAP revenue and EBITDA were above the target set by our Board for 2015 but below the maximum threshold. As a result, our NEOs received approximately 129% of their target cash incentive bonus with respect to the corporate goal portion. Messrs. Waldis, Garcia, Rizer and Ms. Rosenberger received 100%, 90%, 100% and 90%, respectively, of their target individual component portion. Due to Mr. Schuette joining our Company in August 2015, our Board did not believe it was appropriate for his cash incentive bonus to have a corporate component. Therefore, his cash incentive bonus was based 100% on certain individual objectives, all of which he met and therefore he received 100% of his target cash incentive bonus.Performance-based Equity: Since NEOs had previously been eligible for annual payouts under the old performance-based equity plan, as part of a transition to a three-year plan in 2015, each NEO received a one-time transition award to address the vesting opportunity 'gap' between the old and new plans. Vesting of this transition award is contingent upon the achievement of certain financial metrics in 2015 and 2016. With respect to the transition shares awarded based on our financial performance in 2015, our 2015 non-GAAP revenue and EBITDA were above the target set by our Board for 2015 but below the maximum threshold. Our 2015 Cloud Revenue exceeded the maximum goals set by our Board. As a result, our NEOs whom our Company employed on February 9, 2015 were issued an aggregate of 28,185 restricted shares of our Common Stock, or 10,568 shares more than the target number ofperformance-based restrictedoutstanding shares that they were eligible to receive underare present in person or represented by proxy and cast affirmatively or negatively at the 2015-2016 performance-based restricted stock awards basedAnnual Meeting. Abstentions and broker non-votes will not be counted "For" or "Against" this proposal and will have no effect on our 2015 financial performance.Time-Based Equity: Our NEOs whom our Company employed on February 9, 2015 were granted (i) an aggregate of 52,852 time-based restricted shares of our Common Stock and (ii) stock options to purchase an aggregate of 143,951 shares of our Common Stock.Employment Agreements. Effective January 1, 2015, our Company entered into employment agreements with each of our NEOs which expire December 31, 2017. For a full description of these employment agreements please see page 51.In addition to the above summary, stockholders greater detail about our executive compensation program,programs, including information about the fiscal year 20152016 compensation of our named executive officers."RESOLVED, that the stockholders advise that they approve, in a non-binding vote, the compensation of the Company's named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, related compensation tables, and the accompanying narrative disclosure set forth in the Proxy Statement relating to the Company's 2016 Annual Meeting of Stockholders."RESOLVED: TableContentsthe Exchange Act provides that stockholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future non-binding advisory votes to approve the compensation of our NEOs. This proposal, commonly known as a "say-on-pay frequency" proposal is designed to ask our stockholders to provide their input on how often we should conduct advisory "say-on-pay" votes in the future. We are required to conduct this vote at least every six years and we last conducted a "say-on-pay frequency" vote in the proxy statement for our 2011 annual meeting. At that time, we recommended the inclusion of a "say-on-pay" vote on an annual basis and 94.4% of the votes cast by our stockholders at our 2011 annual meeting of stockholders were cast in favor of an annual "say-on-pay" vote. We have conducted "say-on-pay" votes on an annual basis since that annual meeting.RESOLVED: That the stockholders approve, on a non-binding, advisory basis, the submission by the Company of a non-binding, advisory say-on-pay resolution pursuant to Section 14A of the Exchange Act every: 2016.2017. If you wish to submit a proposal to be presented at the 20152018 Annual Meeting of Stockholders but which will not be included in the Company's proxy materials, your proposal must be submitted in writing and in conformance with our by-laws to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, New Jersey 08807, Attn: Secretary not before January 21, 20172018 and no later than February 20, 2017.2018. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included. You are advised to review the Company's by-laws, which contain additional requirements about advance notice of stockholder proposals and director nominations. You may obtain a copy of the Company's by-laws by writing to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, New Jersey 08807, Attn: Secretary.material".material." In addition, this Proxy Statement includes several website addresses. These website addresses (including our corporate website atwww.synchronoss.com) are intended to provide inactive, textual references only and are not intended to be active hyperlinks in this proxy. The information on these websites is not part of this Proxy Statement. proxy and this Proxy Statement have been approved by the Board of Directors and are being mailed, delivered or made available to stockholders by its authority.20162017Synchronoss"Synchronoss") has provided in this proxy statement selected financial information that has not been prepared in accordance with GAAP. This information includes non-GAAP revenues, gross profit, EBITDA and diluted earnings per share. Synchronoss uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to management and investors, as a supplement to GAAP measures, in evaluating Synchronoss' ongoing operational performance. Synchronoss believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends, and in comparing its financial results with other companies in Synchronoss' industry, many of which present similar non-GAAP financial measures to investors. The non-GAAP financial results add back the deferred revenue write-down associated with acquisitions, fair value stock- based compensation expense, acquisition-related costs, changes in the contingent consideration obligation, deferred compensation expense related to earn outs and amortization of intangibles associated with acquisitions. Twelve Months Ended December 31, 2015 2014
578,831
$
457,314 1,260 1,299 580,091 $ 458,613 Year ended December 31, 2016 2015 GAAP Revenue $ 476,750 $ 428,117 Add: Deferred revenue write-down 13,456 1,260 Non-GAAP Revenue $ 490,206 $ 429,377 Twelve Months Ended December 31, 2015 2014 Year ended December 31, 578,831 $ 457,314 239,074 184,414 2016 2015 339,757 272,900 $ 282,552 $ 272,830 1,260 1,299 13,456 1,260 6,935 5,924 5,669 5,091 8,814 31 17,482 8,814 — 16 — — 356,766 $ 280,170 $ 319,159 $ 287,995 62% 61% 65 % 67 % Twelve Months Ended December 31, 2015 2014 Year ended December 31, 79,590 $ 62,298 2016 2015 GAAP (loss) income from operations $ (71,809 ) $ 15,131 1,260 1,299 13,456 1,260 31,711 28,987 32,340 29,867 22,623 2,938 52,305 22,479 760 1,799 10,930 760 — 1,783 — — 26,659 18,953 44,738 26,659 162,603 $ 118,057 81,960 96,156 72,152 55,956 99,311 72,152 (26,659) (18,953) 44,738 26,659 208,096 155,060 $ 136,533 $ 141,649 Twelve Months Ended December 31, 2015 2014 40,630 38,895 964 868 24,249 19,358 17,282 1,962 760 1,855 — 1,191 20,264 12,657 104,149 76,786 2,135 776 106,284 77,562 2.23 1.79 47,653 43,297 Year ended December 31, 2016 2015 GAAP Net (loss) income from continuing operations attributable to Synchronoss $ (54,945 ) $ 363 Add: Deferred revenue write-down 13,456 1,260 Add: Fair value stock-based compensation 32,340 29,867 Add: Acquisition and restructuring costs 52,305 22,479 Add: Net change in contingent consideration obligation, net of Fx change 10,930 760 Add: Deferred compensation expense - earn-out — — Add: Amortization expense 44,738 26,659 Less: Noncontrolling interest non-GAAP adjustments (5,523 ) (183 ) Less: Tax effect (33,583 ) (18,592 ) Non-GAAP Net income from continuing operations attributable to Synchronoss $ 59,718 $ 62,613 Income effect for interest on convertible debt, net of tax 2,197 2,302 Net income from continuing operations for diluted EPS calculation $ 61,915 $ 64,915 Diluted non-GAAP net income per share from continuing operations $ 1.28 $ 1.36 Weighted shares outstanding - Diluted 48,518 47,653 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Synchronoss Technologies, Inc. 750 Route 202, 6th Floor Bridgewater, NJ 08807 Attn: Dana Huppert ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the AllAll The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01 James M. McCormick 02 Donnie M. Moore The Board of Directors recommends you vote FOR proposals 2 and 3. 2To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016. 3To approve on a non-binding advisory basis the compensation of the Company's named executive officers. For 0 0 Against 0 0 Abstain 0 0 NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000277136_1 R1.0.1.25
December 31, 2016 GAAP Revenue Deferred Revenue Write-Down Non-GAAP Revenue Cloud $ 389,925 $ 13,456 $ 403,381 Activation 86,825 — 86,825 Total $ 476,750 $ 13,456 $ 490,206 December 31, 2015 GAAP Revenue Deferred Revenue Write-Down Non-GAAP Revenue Cloud $ 315,832 $ 1,260 $ 317,092 Activation 112,285 — 112,285 Total $ 428,117 $ 1,260 $ 429,377 
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, 10K-Annual Report Wrap is/are available at www.proxyvote.com SYNCHRONOSS TECHNOLOGIES, INC. Annual Meeting of Shareholders May 17, 2016 10:00 A.M. This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Ronald J. Prague and Karen L. Rosenberger, or either of them, as proxies, each with the power to appoint (his/her) substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of (Common/Preferred) stock of SYNCHRONOSS TECHNOLOGIES, INC. that the shareholder(s) is/are entitled to vote at the Annual Meeting of shareholder(s) to be held on May 17, 2016, at 10:00 A.M., at the Offices of Synchronoss Technologies, Inc. 200 Crossing Boulevard, Bridgewater, NJ 08807, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side 0000277136_2 R1.0.1.25