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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☑
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| Preliminary Proxy Statement |
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| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| Definitive Proxy Statement |
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| Definitive Additional Materials |
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| Soliciting Material under §240.14a-12
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SYNCHRONOSS TECHNOLOGIES, INC. |
(Name of Registrant as Specified In Its Charter)
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2022 NOTICE OF MEETING AND PROXY STATEMENT
| | | | | |
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(1) |
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Title of each class of securities to which transaction applies: |
| Fellow Stockholders,
2021 tested the resolve of the global community on many levels, as nearly every sector of the world’s economy faced challenges and pressures stemming from the ongoing coronavirus (COVID-19) pandemic. Against the backdrop of inflation, disruptions to the supply chain, higher cost of goods, and an unprecedented fight for talent, the Synchronoss team remained focused on the job at hand and delivered for our customers.
Capitalizing on our two-pronged strategy of organic growth coupled with expanding our footprint in new verticals, we closed the year with a double-digit year-over-year increase in cloud subscribers. We expanded the use case of our Personal Cloud outside of the telecom industry into the retail and insurance verticals, and we welcomed new brands into the Synchronoss portfolio including our first cloud customer in Japan and two new cloud contracts in Indonesia.
In addition, our messaging team migrated millions of new subscribers onto our platforms. We also transformed our order lifecycle management iNOW platform, delivering a modern, simplified, and flexible ordering solution for our customers which broadened the product’s market appeal, reaching beyond telecom and across the geographies. We expanded our customer portfolio in our Financial Analytics, bringing in three new customers. We launched a SaaS version of our Spatial Suite solution and expanded our footprint within existing Spatial customers. We also enhanced the digital security that protects our platforms and subscriber content and completed a complex Oracle migration that we believe prepared us for the future and reduced our operating costs.
Focused on long-term profitability, we delivered on our promise to our stockholders, refinancing our capital structure and substantially lowering our total cost of capital. In doing so, we paved the way for Synchronoss to pay down debt, giving us increased flexibility and the latitude to invest for growth. In the process, we added B. Riley Financial as our new partner and largest stockholder.
Understanding that how we achieve our results is as important as what we accomplish, we took steps to further develop our ESG framework, with the goal of driving change in our communities, caring for the planet, and operating under strong principles of governance. We also continued our focus on employee wellness as a top priority, providing remote work options, global employee assistance, resources for access to vaccines, and wellness education opportunities.
In a year largely defined by social distancing, I am most proud that Synchronoss’ technology provided people, households, and communities around the globe a safe and secure place to sync, store, organize, and manage their digital memories – and stay connected.
During 2022, anchored by our values and focused on profitability, we plan to continue to streamline our business practices, narrow our scope, and hone our resources around our core product lines. | (2) | | Aggregate number of securities to which transaction applies: |
| | (3) | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| Sincerely, | (4) | | Proposed maximum aggregate value of transaction: |
| | (5) | | Total fee paid: |
o | |
Fee paid previously with preliminary materials. |
o | Jeffrey G. Miller
President and Chief Executive Officer
April 28, 2022 |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| | (4) | | Date Filed: |
Dear Stockholder:TABLE OF CONTENTS
I am pleased to invite you to our 2016 Annual Meeting of Stockholders, which will be held on May 17, 2016, at 10:00 a.m. (local time), at the offices of
2022 NOTICE OF MEETING AND PROXY STATEMENT
Synchronoss Technologies, Inc.,
200 Crossing Boulevard,
Bridgewater, New Jersey.At the meeting, we will be electing two members of our Board of Directors, ratifying the appointment of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2016, holding an advisory vote on executive compensation, and acting upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.
Additional details regarding admission to the 2016 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. We encourage you to read this information carefully.
It is important that your shares be represented and voted at the 2016 Annual Meeting. As discussed in the Proxy Statement, voting by proxy does not deprive you of your right to attend the Annual Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE 2016 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 2016 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.
If you have any questions concerning the annual meeting or the proposals, please contact our Investor Relations department at (800) 575-7606. For questions regarding your stock ownership or voting, you may contact our transfer agent, American Stock Transfer & Trust Co., by e-mail through their website atwww.amstock.com or by phone at (800) 937-5449 (within the U.S. and Canada) or (718) 921-8124 (outside the U.S. and Canada).
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Synchronoss Technologies.
Sincerely,
Stephen G. Waldis3rd Floor
Chairman and Chief Executive Officer
April 6, 2016
The use of cameras at the Annual Meeting is prohibited and they will not be allowed into the meeting or any other related areas, except by credentialed media. We realize that many cellular phones have built-in digital cameras, and while these phones may be brought into the venue, the camera function may not be used at any time.
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Synchronoss Technologies, Inc.
200 Crossing Boulevard
Bridgewater, New Jersey 08807
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF SYNCHRONOSS TECHNOLOGIES, INC.
Notice is hereby given that Synchronoss Technologies, Inc. (the “Company”) will hold its 2022 Annual Meeting of Stockholders (the “Date: Annual MeetingMay 17, 2016
Time: 10:”) on June 16, 2022 at 11:00 a.m.
Place: Synchronoss Corporate Headquarters
200 Crossing Boulevard, Bridgewater, NJ 08807
AGENDA:
•- Eastern Time via a live interactive audio webcast on the internet. You will be able to vote and submit your questions at www.virtualshareholdermeeting.com/SNCR2022 during the meeting. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:
Election of two Class I members of the Company'sCompany’s Board of Directors to serve until the 20192025 annual meeting of stockholders of the Company;
•Ratification of appointment of Ernst & Young LLP as the Company'sCompany’s independent registered public accounting firm for its fiscal year ending December 31, 2016;
•2022;Advisory vote on executive compensation;
Approving an amendment to the Company’s restated certificate of incorporation to increase the aggregate number of authorized shares (the “Authorized Share Amendment”);
Approving an increase to the number of shares issuable under the Company’s 2015 Equity Incentive Plan, conditioned upon the effectiveness of the Authorized Share Amendment (the “2015 Equity Plan Amendment”); and
•Transaction of other business that may properly come before the meeting.
Record date:You can vote if you were a stockholder of record on March 23, 2016.
A Notice of Internet Availability of Proxy Materials
("Notice"(“Notice”)
has beencontaining instructions on how to access this proxy statement for our Annual Meeting of Stockholders (the “Proxy Statement”) and our annual report for the year ended December 31, 2021 on Form 10-K (together with the Proxy Statement, the “proxy materials”) through the internet or a printed copy of the proxy materials is being mailed to stockholders of record on or about April
6, 2016. The Notice contains instructions on how to access our proxy statement for our 2016 Annual Meeting of Stockholders and our 2015 annual report to stockholders on Form 10-K (together, the "proxy materials").28, 2022. 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
Internetinternet address:
http://materials.proxyvote.com/87157B.87157B.
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The stock transfer books will not be closed between the record date and the date of the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at
Synchronoss'Synchronoss’ corporate headquarters at the address listed above for the ten-day period prior to the Annual Meeting.
Only stockholders of record at the close of business on April 18, 2022 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement.
If you have any questions concerning the annual meeting or the proposals, please contact our Investor Relations at (949) 574-3860 or MacKenzie Partners, Inc., our proxy solicitor, at (800) 322-2885. For questions regarding your stock ownership, you may contact our transfer agent, American Stock Transfer & Trust Company LLC, by e-mail through their website at www.astfinancial.com or by phone at (800) 937-5449 (within the U.S. and Canada) or (718) 921-8124 (outside the U.S. and Canada).
By order of the Board of Directors,
Ronald J. Prague
Executive Vice President, General CounselChristina B. Gabrys
Chief Legal Officer and Corporate Secretary
April
6, 2016Important Notice Regarding the Availability of28, 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD
ON JUNE 16, 2022.
The Proxy Materials for the Stockholder Meeting to be held on May 17, 2016: The proxy statementStatement and annual report to stockholders and the means to vote by Internet areis available athttp://materials.proxyvote.com/87157B.www.synchronoss.com.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING VIA THE LIVE WEBCAST, PLEASE FOLLOW THE INTERNET VOTING INSTRUCTIONS ON YOUR NOTICE OR PROXY CARD TO ASSURE REPRESENTATION OF YOUR SHARES.
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The table below reflects the potential payments and benefits to which the named executive officersMessrs. Miller, Greenwald, Hill, Doran and Ferraro would be entitled pursuant to their respective employment agreements.agreements if such executive officer’s employment was terminated effective as of December 31, 2021. 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. agreements and executive employment plan.
| Jeffrey Miller | | | Severance(1) | | | 0 | | | 1,267,823 | | | 500,000 | | | 2,030,646 | |
| | | | Option Acceleration(2) | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 480,456 | | | 4,105,037 | |
| | | | Benefit Continuation(4) | | | 0 | | | 32,975 | | | 32,975 | | | 32,975 | |
| | | | Total Value | | | 0 | | | 1,300,798 | | | 1,013,431 | | | 6,168,658 | |
| Taylor Greenwald | | | Severance(1) | | | 0 | | | 858,000 | | | 45,500 | | | 1,560,000 | |
| | | | Option Acceleration(2) | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 878,400 | | | 878,400 | |
| | | | Benefit Continuation(4) | | | 0 | | | 7,393 | | | 7,393 | | | 7,393 | |
| | | | Total Value | | | 0 | | | 865,393 | | | 931,293 | | | 2,445,793 | |
| Christopher Hill | | | Severance(1) | | | 0 | | | 913,628 | | | 357,291 | | | 1,218,171 | |
| | | | Option Acceleration(2) | | | 0 | | | 0 | | | 6,333 | | | 6,333 | |
| | | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 183,278 | | | 932,724 | |
| | | | Benefit Continuation(5) | | | 0 | | | 16,509 | | | 33,017 | | | 24,763 | |
| | | | Total Value | | | 0 | | | 930,137 | | | 579,919 | | | 2,181,991 | |
| Patrick Doran | | | Severance(1) | | | 0 | | | 772,248 | | | 255,191 | | | 1,029,664 | |
| | | | Option Acceleration(2) | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 200,897 | | | 1,249,218 | |
| | | | Benefit Continuation(5) | | | 0 | | | 25,027 | | | 50,055 | | | 37,541 | |
| | | | Total Value | | | 0 | | | 797,275 | | | 506,143 | | | 2,316,423 | |
| Louis Ferraro | | | Severance(1) | | | 0 | | | 623,817 | | | 152,594 | | | 831,756 | |
| | | | Option Acceleration(2) | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | Restricted Stock Acceleration(3) | | | 0 | | | 0 | | | 83,416 | | | 412,667 | |
| | | | Benefit Continuation(5) | | | 0 | | | 27,816 | | | 55,637 | | | 41,728 | |
| | | | Total Value | | | 0 | | | 651,633 | | | 291,647 | | | 1,286,151 | |
(1)
| For purposes of valuing cash severance payments in the table above, we used each NEO’s base salary as of December 31, 2021. For purposes of calculating cash severance payments in the table above in the event of an involuntary termination (whether prior to, within 24 months following, or more than 24 months following, a change in control), we used each NEO’s average annual bonuses for 2020 and 2021 and, for purposes of calculating cash severance payments in the table above in the event of a termination due to permanent disability, we used the NEO’s target bonus as of December 31, 2021. |
(2)
| The value of option acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, 2021. The value of the vesting acceleration was calculated by multiplying the number of unvested shares subject to each option by the excess of the closing price of our Common Stock on December 31, 2021, the last trading day of the year, 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, 2021. 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, 2021, the last trading day of the year. |
Synchronoss Technologies 55
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(4)
| Amounts reflect 24x the current monthly costs to us of the individual’s health and welfare benefits per year for Termination without change in control, Death or Disability or Termination due to change in control. |
(5)
| Amounts reflect 12x the current monthly costs to us of the individual’s health and welfare benefits per year for Involuntary Termination without change in control; 24x the current costs to us of the individual’s health and welfare benefits per year for Death or Disability; 18x the current costs to us of the individual’s health and welfare benefits per year for Termination due to change in control. |
The amounts shownfollowing table describes the actual payment and benefits provided to Mr. Prague and Mr. Clark upon their departure from their employment with our Company effective September 2, 2021 and August 9, 2021, respectively.
| Ronald Prague | | | Severance | | | $728,065 | |
| | | | Benefit Continuation | | | $51,722 | |
| | | | Total Value | | | $779,787 | |
| David Clark | | | Severance | | | $746,185 | |
| | | | Benefit Continuation | | | $51,722 | |
| | | | Total Value | | | $797,907 | |
Pay Ratio Disclosure
As required by the Dodd-Frank Act and applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Jeffrey Miller our Chief Executive Officer:
For our fiscal year ended December 31, 2021:
The median of the annual total compensation of all employees (other than our CEO) was $57,438; and
The annual total compensation of our CEO, as reported in the table below assume that each termination2021 Summary Compensation Table included elsewhere in this Proxy Statement, was effective$4,647,924.
Based on this information the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our employees was 80.9 to 1.
The above ratio is appropriately viewed as an estimate. To identify the median of the annual compensation of our employees, we reviewed the current base salary and the bonus and long-term incentive compensation targets of our U.S. and non-U.S. employees as of December 31,
2015. | | | | | | | | | | | | | | | |
Name | | Benefit | | Voluntary Resignation/ Termination for Cause($) | | Involuntary Termination Prior to, or More Than 24 Months after, a Change in Control($) | | Termination Due to Death or Disability($) | | Involuntary Termination Within 24 Months After a Change in Control($) | |
---|
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 | |
| | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | |
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 | |
(1)For2021. Out of our approximately 1,528 employees, approximately 755 of our employees are located in India. Once we identified our “median employee,” using the methodology described above, we determined that employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K for purposes of valuing cash severance payments incalculating the table above, we used each executive officer's base salary and target bonus as of December 31, 2015.
(2)The value of option acceleration shown in the table above was calculated based on the assumption that the triggering event occurred on December 31, 2015. The value of the vesting acceleration was calculated by multiplying the number of unvested shares subject to each option by the excess of the closing price of our Common Stock on December 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.
required pay ratio. 56 Synchronoss Technologies
Table of ContentsTABLE OF CONTENTS
Report of the Audit
Committee(1)Committee(1)
The Audit Committee of the Board consists of the three non-employee directors named below. The Board annually reviews the Nasdaq listing
standards'standards’ definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard. The Board has also determined that
each of Donnie M. Moore and Thomas HopkinsLaurie Harris is an audit committee financial expert as described in applicable rules and regulations of the Securities and Exchange Commission.
The principal purpose of the Audit Committee is to assist the Board in its general oversight of the
Company'sCompany’s accounting and financial reporting processes and audits of the
Company'sCompany’s financial statements. The Audit Committee is responsible for selecting and engaging the
Company'sCompany’s independent registered public accounting firm and approving the audit and non-audit services to be provided by the independent registered public accounting firm. The Audit
Committee'sCommittee’s function is more fully described in its
Charter,charter, which the Board has adopted and which the Audit Committee reviews on an annual basis.
The
Company'sCompany’s management is responsible for preparing the
Company'sCompany’s financial statements and the
Company'sCompany’s financial reporting process. Ernst & Young LLP, the
Company'sCompany’s independent registered public accounting firm, is responsible for performing an independent audit of the
Company'sCompany’s consolidated financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed with the
Company'sCompany’s management the audited financial statements of the Company included in the
Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31,
20152021 (the
"10-K"“10-K”).
The Audit Committee has also reviewed and discussed with Ernst & Young LLP the audited financial statements in the 10-K. In addition, the Audit Committee discussed with Ernst & Young LLP those matters required to be discussed by
the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. Statement on Auditing Standards No. 61, as amended or supplemented, entitled
"Communications“Communications with Audit Committees.
"” Additionally, Ernst & Young LLP provided to the Audit Committee the written disclosures and the letter required by
Rule 3526the applicable requirements of the Public Company Accounting Oversight
Board (Communications with Audit Committees Concerning Independence).Board. The Audit Committee also discussed with Ernst & Young LLP its independence from the Company.
Based upon the review and discussions described above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in the 10-K for filing with the United States Securities and Exchange Commission.
Submitted by the following members of the Audit Committee:
Donnie M. Moore, Chairman
Laurie L. Harris, Chair
William J. Cadogan
Kristin S. RinneThomas J. Hopkins
(1)The material in this report is not "soliciting material," is not deemed "filed"
Martin F. Bernstein
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.57
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Equity Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of April 6, 2016 with respectknown to theus regarding beneficial ownership of our Common Stock byas of April 18, 2022 by:
each person, or group of affiliated persons, who is known to us to own beneficially more than 5%five percent (5%) of our Common Stock, Stock;
each of our directors,named executive officers;
each of our NEOs,current directors; and
all of our
current directors and executive officers
and directors as a group.
We have no other class of equity securities outstanding.The table below is based upon information supplied by executive officers, directors and principal stockholders and Schedule 13Gs and 13Ds filed with the SEC through April 18, 2022.
As of
March 23, 2016, 45,204,451April 18, 2022, 88,259,403 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"“beneficial owner” of a security if that person has or shares
"voting“voting power,
"” which includes the power to vote or direct the voting of such security, or
"investment“investment power,
"” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of securities as to which such person has no economic interest.
| | | | | | | | | |
| | | | | | | | | |
| | Name of Beneficial Owner (*)
|
|
| Beneficially Owned (1) |
| Percent (2) |
| |
| | | | | | | | | |
| | Stephen G. Waldis | | | 935,101 | (3) | 2.0% | | |
| | | | | | | | | |
| | James M. McCormick | | | 3,125,561 | (4) | 6.9% | | |
| | | | | | | | | |
| | William J. Cadogan | | | 344,852 | (5) | ** | | |
| | | | | | | | | |
| | Charlie E. Hoffman | | | 85,378 | (6) | ** | | |
| | | | | | | | | |
| | Thomas J. Hopkins | | | 84,678 | (7) | ** | | |
| | | | | | | | | |
| | Donnie M. Moore | | | 96,092 | (8) | ** | | |
| | | | | | | | | |
| | Karen L Rosenberger | | | 45,280 | (9) | ** | | |
| | | | | | | | | |
| | Robert E. Garcia | | | 131,109 | (10) | ** | | |
| | | | | | | | | |
| | Daniel Rizer | | | 49,115 | (11) | ** | | |
| | | | | | | | | |
| | David Schuette | | | 55,039 | (12) | ** | | |
| | | | | | | | | |
| | All executive officers and directors as a group (15 persons) | | | 5,114,473 | (13) | 11.0% | | |
| | | | | | | | | |
| | FMR LLC, 82 Devonshire Street, Boston, MA 02109 | | | 3,280,157 | (14) | 7.3% | | |
| | | | | | | | | |
| | Blackrock, Inc., 40 East 52nd Street, New York, NY 10022 | | | 3,832,174 | (15) | 8.5% | | |
| | | | | | | | | |
| | Oak Ridge Investments LLC, 10 S. LaSalle St., Chicago, IL 60603 | | | 2,554,166 | (16) | 5.7% | | |
| | | | | | | | | |
| | RBC Global Asset Management (US) Inc., 50 So. Sixth St., Minneapolis, MN 55402 | | | 2,616,977 | (17) | 5.8% | | |
| | | | | | | | | |
| | The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 | | | 2,887,460 | (18) | 6.4% | | |
| | | | | | | | | |
*Unless Except as otherwise indicated,set forth below, the street address of eachthe beneficial owner is c/o Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, NJ 08807.
| B. Riley Financial, Inc.(2) | | | 12,595,181 | | | 14.3 | |
| 180 Degree Capital Corp.(3) | | | 6,206,236 | | | 7.0 | |
| Directors, Current Executive Officers and
Named Executive Officers | | | | | | | |
| Stephen Waldis(4) | | | 657,290 | | | * | |
| Jeffrey Miller(5) | | | 582,210 | | | * | |
| Taylor Greenwald(6) | | | 460,000 | | | * | |
| Christopher Hill(7) | | | 266,572 | | | * | |
| Patrick Doran(8) | | | 449,028 | | | * | |
| Louis Ferraro Jr.(9) | | | 103,443 | | | * | |
| Kristin Rinne(10) | | | 141,847 | | | * | |
| Mohan Gyani(11) | | | 92,531 | | | * | |
| Laurie Harris(12) | | | 122,531 | | | * | |
| Martin Bernstein(13) | | | 0 | | | * | |
| All current executive officers and directors as a group
(11 persons)(14) | | | 2,898,478 | | | 3.3 | |
(1)
| Does not include 75,000 shares of Series B Preferred Stock, which are non-voting and non-convertible. |
(2)
| B. Riley Financial, Inc. beneficially owns 11,671,579 shares of Common Stock, with shared voting power with respect to 11,671,579 of such shares and shared dispositive power with respect to 11,671,579 of such shares. Bryant R. Riley beneficially owns 12,595,181 shares of Common Stock, with sole voting power with respect to 923,602 of such shares, sole dispositive power with respect to 923,602 of such shares, with shared voting power with respect to 11,671,759 of such shares and shared dispositive power with respect to 11,671,579 of such shares. Bryant R. Riley may be |
58 Synchronoss Technologies
**Less than 1% of theTABLE OF CONTENTS
deemed to indirectly beneficially own 923,602 shares of Common Stock, outstandingof which (i) 913,774 shares received upon distribution from a limited partnership are held jointly with his wife, Carleen Riley, (ii) 2,457 shares received upon distribution from a limited partnership are held as of March 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 outstandingsole custodian for the purposebenefit of computing the percentage of outstandingAbigail Riley, (iii) 2,457 shares owned by any
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person holding such shares butreceived upon distribution from a limited partnership are not deemed outstandingheld as sole custodian for the purposebenefit of computingCharlie Riley, (iv) 2,457 shares received upon distribution from a limited partnership are held as sole custodian for the percentagebenefit of Eloise Riley and (iv) 2,457 shares owned by any other person.
(3)Includes 101,845received upon distribution from a limited partnership are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley may also be deemed to indirectly beneficially own the 11,671,579 shares of restricted common stock subject toCommon Stock held directly by B. Riley Financial, Inc. Bryant R. Riley disclaims beneficial ownership of 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,B. Riley Financial, Inc. in each case except to the extent of which Mr. McCormickhis pecuniary interest therein. The address for B. Riley Financial and Bryant R. Riley is the Chief Executive Officers111000 Santa Monica Boulevard, Suite 800, Los Angeles, CA 90025. The foregoing information is based on a Schedule 13D filed by B. Riley Financial, Inc. and sole stockholder. Mr. McCormick exercises sole voting and dispositive power with respect to such shares. Includes 6,670Bryant R. Riley on March 11, 2022.
(3)
| 180 Degree Capital Corp. beneficially owns 6,206,236 shares of Common Stock, with shared voting power with respect to 6,206,236 of such shares and shared dispositive power with respect to 6,206,236 of such shares. 180 Degree Capital Corp. disclaims beneficial ownership of 2,123,658 of these shares that are beneficially owned by a separately managed account (“SMA”). 180 Degree Capital Corp. has shared dispositive and voting power over these shares through its position as Investment Manager of the SMA. 180 Degree Capital Corp. disclaims beneficial ownership of these shares owned by SMA except for its pecuniary interest therein. The address for 180 Degree Capital Corp. is 7 N. Willow Street, Suite 4B, Montclair, New Jersey 07042. The foregoing information is based on a Schedule 13G filed by 180 Degree Capital Corp. on February 14, 2022. |
(4)
| Includes 50,458 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 61,399 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 19,766 shares subject to options not exercisable within 60 days of April 18, 2022. |
(5)
| Includes 123,947 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 206,110 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 195,811 shares subject to options not exercisable within 60 days of April 18, 2022. |
(6)
| Includes 360,000 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Excludes 206,711 shares subject to options not exercisable within 60 days of April 18, 2022. |
(7)
| Includes 68,469 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 37,307 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 99,163 shares subject to options not exercisable within 60 days of April 18, 2022. |
(8)
| Includes 67,568 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 162,176 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 67,838 shares subject to options not exercisable within 60 days of April 18, 2022. |
(9)
| Includes 29,730 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 32,005 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 71,726 shares subject to options not exercisable within 60 days of April 18, 2022. |
(10)
| Includes 33,639 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 63,833 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 13,177 shares subject to options not exercisable within 60 days of April 18, 2022. |
(11)
| Includes 33,639 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 47,106 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 13,177 shares subject to options not exercisable within 60 days of April 18, 2022. |
(12)
| Includes 33,639 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 37,106 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 23,177 shares subject to options not exercisable within 60 days of April 18, 2022. |
(13)
| Excludes 30,000 shares subject to options not exercisable within 60 days of April 18, 2022. |
(14)
| Includes 810,343 shares of restricted common stock subject to the Company’s lapsing right of repurchase. Includes 654,467 shares subject to options exercisable within 60 days of April 18, 2022. Excludes 799,823 shares subject to options not exercisable within 60 days of April 18, 2022. |
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock subjectand other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company's lapsing right of repurchase. Includes 75,000 shares subjectCompany during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to options exercisable within 60 days of March 23, 2016. Excludes 15,000 shares subjectits officers, directors and greater than ten percent beneficial owners were complied with, except that one Form 4 for Louis Ferraro was late on August 12, 2021 due to options not exercisable within 60 days of March 23, 2016.
(5)Includes 6,670 shares of restricted common stock subjecta delay in obtaining Edgar codes upon him being named an officer and one Form 4 for Taylor Greenwald was late on November 10, 2021 due 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 voteddelay in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of votingobtaining Edgar codes upon him being named an officer.
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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 4,400 shares of our Common Stock as a result of its serving as investment manager of Australian investment offerings.
Certain Related Party Transactions
Transactions, arrangements or relationships in which we were, are or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest are subject to review, approval or ratification by our Board or a committee composed of members of our Board. Our Audit Committee has the principal responsibility for reviewing related person transactions pursuant to written policies and procedures adopted by our Board, subject to specified exceptions and other than those that involve compensation. In conformance with regulations of the SEC, these policies and procedures define related persons to include our executive officers, our directors and nominees to become a director of our Company, any person who is
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known to us to be the beneficial owner of more than 5% of any class of our voting securities, any immediate family member of, or person sharing the household with, any of the foregoing persons, and any firm, corporation or other entity in which any of the foregoing persons is employed, is a general partner or in which such person has a 5% or greater beneficial ownership interest.
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.
During 2015, we engaged Meeker Sharkey
Redemption of the Series A Preferred Stock
The net proceeds from the Common Stock offering, Senior Note offering and Series B Transaction (all as our insurance broker for our officersdefined below) were used in part to fully redeem all outstanding shares of Synchronoss Series A Convertible Participating Perpetual Preferred Stock on June 30, 2021.
Underwritten Offering of Common Stock
On June 24, 2021, Synchronoss completed an underwritten offering of its common stock in which B. Riley Securities, Inc. (“BRS”) acted as representative of the underwriters. In connection with the offering, BRS and
directors, commercial liabilitythe other underwriters in the offering were entitled to an underwriting discount of approximately $6.1 million and
health benefits insurance. Thomas Sharkey, Jr., a principalreimbursement of
Meeker Sharkey, is the brother in lawcertain out-of-pocket expenses incurred of
James M. McCormick, a member of our Board. During 2015, we paid Meeker
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Sharkey $452,524. 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 Sharkeyapproximately $0.1 million in connection with our insurance policies. Our Audit Committee approved our engagementthe offering.
June 2021 Underwritten Offering of Meeker SharkeySenior Notes
On June 25, 2021, Synchronoss completed an underwritten offering of its 8.375% senior notes due 2026 (the “Senior Notes”) in which BRS acted as our insurance brokerrepresentative of the underwriters. In connection with the offering, BRS and the other underwriters in the offering were entitled to an underwriting discount of approximately $4.2 million and reimbursement of certain out-of-pocket expenses incurred of approximately $0.1 million.
October 2021 At Market Offering of Senior Notes
On October 25, 2021, Synchronoss entered into an At Market Issuance Sales Agreement between Synchronoss and BRS, as agent, pursuant to which Synchronoss may offer and sell, from time to time, up to $18 million of the Senior Notes. In connection with the offering, BRS is entitled to compensation of 2.0% of the gross proceeds of all notes sold through it as Synchronoss’ agent.
Sale of Series B Preferred Stock
On June 30, 2021, pursuant to a related party transaction. During 2015,Series B Stock Purchase Agreement dated June 24, 2021 between B. Riley Principal Investments, LLC and Synchronoss, we acquired certain contract rights from Slide 3 Advisors, LLC for approximately $1.2 million. David Schuette, onesold 75,000 shares of our NEOs wasSeries B Perpetual Non-Convertible Preferred Stock, par value $0.0001 per share, with an initial liquidation preference of $1,000 per share (the “Series B Preferred Stock”), for an aggregate purchase price of $75,000,000 (the “Preferred Transaction”) to B. Riley Principal Investments, LLC. The rights, preferences, privileges, qualifications, restrictions and limitations of the majority ownershares of Slide 3 AdvisorsSeries B Preferred Stock are set forth in the Series B Certificate. Under the Series B Certificate, the holders of the Series B Preferred Stock are entitled to receive, on each share of the Series B Preferred Stock on a quarterly basis, an amount equal to the dividend rate, as described in the following sentence, divided by four and multiplied by the then-applicable Liquidation Preference (as defined in the Series B Certificate) per share of the Series B Preferred Stock (collectively, the “Preferred Dividends”). The dividend rate is (1) 9.5% per annum for the period commencing on June 30, 2021 and ending on and including December 31, 2021, (2) 13% per annum for the year commencing on January 1, 2022 and ending on and including December 31, 2022; and (3) 14% per annum for the year commencing on January 1, 2023 and thereafter. The Preferred Dividends will be due in cash on January 1, April 1, July 1 and October 1 of each year (each, a “Series B Dividend Payment Date”). In the event Synchronoss not declare and pay a dividend in cash on any Series B Dividend Payment Date, the unpaid amount of the Preferred Dividend will be added to the Liquidation Preference.
On and after the fifth anniversary of the date of issuance, holders of shares of Series B. Preferred Stock will have the right to cause Synchronoss to redeem each share of Series B Preferred Stock for cash in an amount equal to the sum of the current liquidation preference and any accrued dividends. Each share of Series B Preferred Stock will also be redeemable at the timeoption of the acquisition.holder upon the occurrence of a “Fundamental Change” (as that term is defined in the Series B certificate) at (i) par in the case of a payment in cash or (ii) 1.5 times par in the case of a payment in shares of Common Stock (such shares being, “Registrable Securities”), subject to certain limitations on the amount of stock that could be issued to the holders of Series B Stock. In addition, the Company will be
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permitted to redeem outstanding shares of the Series B Preferred Stock at any time for the sum of the then-applicable Liquidation Preference and the accrued but unpaid dividends. Pursuant to the Series B Certificate, Synchronoss will be required to use (i) the first $50 million of proceeds from certain transactions received by the Company to redeem for cash, shares of the Series B Preferred Stock, on a pro rata basis among each holder of Series B Preferred Stock and (ii) the next $25 million of proceeds from certain transactions received by the Company may be used by the Company to buy back shares of Common Stock, and to the extent, not used for such purpose by the Company, to redeem, for cash, shares of Series B Preferred Stock, on a pro rata basis among each holder of Series B Preferred Stock.
Synchronoss shall be required to obtain the prior written consent of the holders holding at least a majority of the outstanding shares of Series B Preferred Stock before taking certain actions, including (i) certain dividends, repayments and redemptions; (ii) any amendment to Synchronoss certificate of incorporation that adversely effects the rights, preferences, privileges or voting powers of the Series B Preferred Stock and (iii) issuances of stock ranking senior or equivalent to shares of Series B Preferred Stock (including additional shares of Series B Preferred Stock) in the priority of payment of dividends or in the distribution of assets upon any liquidation, dissolution or winding up of Synchronoss. Other than these engagements, there were no other transactionwith respect to the foregoing consent rights, the Series B Preferred Stock is a non-voting stock.
Investor Rights Agreement
Concurrently with the closing of the Preferred Transaction, Synchronoss and B. Riley Financial and B. Riley Principal Investments LLC entered into the Investor Rights Agreement. Under the terms of the Investor Rights Agreement, for so long as affiliates of B. Riley Financial beneficially own at least 10% of the outstanding shares of Common Stock (unless such equity threshold percentage is not met due to dilution from equity issuances), B. Riley Financial is entitled to nominate one Class II director (the “B. Riley Nominee”) to the Company’s board of directors, who shall be an employee of B. Riley Financial or seriesits affiliates and is approved by the Board, such approval not to be unreasonably withheld. For so long as affiliates of similar transactionsB. Riley Financial beneficially own 5% or more but less than 10% of the outstanding shares of Common Stock (unless such equity threshold percentage is not met due to which we were or are a partydilution from equity issuances), B. Riley Financial is entitled to certain board observer rights. In addition, in which the amount involved exceeded or exceeds $120,000 and in which any of our directors, executive officers,event that Synchronoss issues Registrable Securities to the 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 orSeries B Preferred Stock, such holders will have a direct or indirect material interest, other than compensation arrangements, which are described where required under "Executive Compensation"certain demand and "Director Compensation."piggy-back registration rights with respect to such Registrable Securities.
Section 16(a) Beneficial Ownership Reporting Compliance
We believe that, during the fiscal year ended December 31, 2015, our directors, NEOs, 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.
Other Matters
Our Board does not intend to bring any other business before the meeting, and so far as is known to the Board, no matters are to be brought before the meeting except as specified in the notice of the meeting. In addition to the scheduled items of business, the meeting may consider stockholder proposals 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.
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ELECTION OF DIRECTORS
The Board Recommends you vote FOR the election of director nominees
Our Board currently consists of six directors divided into three classes with staggered three-year terms.
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.Proxy Statement. Each director
who is nominated for election to our Board this year
as Class I directors, his
or her age as of April
6, 2016, his18, 2022, the position and office held with us and certain biographical information are set forth below.
Each directorThe two directors to be elected will hold office until the
20182025 Annual Meeting of Stockholders and until his
or her successor is elected, or until his
or her death, resignation or removal.
Each nominee listed below is currently a director of our Company who was previously elected by the stockholders. It is our policy to encourage nominees for director to attend the Annual Meeting.
Directors Four of our then serving directors, including Laurie L. Harris, attended our 2021 Annual Meeting of Stockholders.
Our directors are elected by a plurality of the votes cast at the Annual Meeting, meaning
that the
two nominees receiving the most
"For" voting“For” votes (among votes properly cast
in personat the Annual Meeting or by proxy) will be elected. An instruction to
"Withhold"“Withhold” authority to vote for a nominee will result in the nominee receiving fewer votes but will not count as a vote against the nominee. Abstentions and
"broker non-votes"“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
eitherany nominee becomes unavailable for election as a result of an unexpected occurrence, your shares will be voted for the election of a substitute nominee proposed by our current Board, if any. Each nominee for election has agreed to serve if elected. We have no reason to believe that
eitherany nominee will be unable to serve.
BOARD OF DIRECTOR QUALIFICATIONS.COMPOSITION
The following table includes the name, age, position, class and term expiration year for each of our directors and is current as of the date of this Proxy Statement.
| Laurie Harris | | | 63 | | | Director | | | Class I | | | 2022 | |
| Jeffrey Miller | | | 58 | | | President, CEO and Director | | | Class I | | | 2022 | |
| Kristin S. Rinne | | | 67 | | | Director | | | Class II | | | 2023 | |
| Martin F. Bernstein | | | 35 | | | Director | | | Class II | | | 2023 | |
| Mohan Gyani | | | 70 | | | Director | | | Class III | | | 2024 | |
| Stephen G. Waldis | | | 54 | | | Executive Chair of the Board | | | Class III | | | 2024 | |
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DIRECTOR QUALIFICATIONS
The following paragraphs provide information as of the date of this
proxy statementProxy Statement about each member of our Board, including the nominees.
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, 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'sdirector’s experience and qualifications that lead our Board to the conclusion that he
or she should serve as a director of our Company in light of our business and structure, we also believe that all of our directors have a reputation for integrity and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment to our Company and our Board.
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DIRECTOR NOMINEES
The Board of Directors recommends that stockholders vote"FOR" each of “FOR” the nominees:
two nominees listed below:
| | | | |
|
| LAURIE HARRIS
Director Since: 20002019 SynchronossCommittees:Age: 56
Founder
• Audit (Chair)
• Nominating/Corporate Governance | | | Laurie L. Harris James M. McCormick
James M. McCormickserved as global engagement audit partner at PricewaterhouseCoopers LLP (PwC), a global and top-tier assurance, tax and advisory firm, for 25 years before retiring in 2018. Ms. Harris currently serves as a director of IWG, plc, Hagerty, Inc. and on several private company boards. Ms. Harris received a bachelor of science degree in business administration from the University of Southern California and is a founder of Synchronoss, has been a member oflicensed CPA in New York and California. Our Board believes Ms. Harris’ qualifications to sit on our Board since our inception in 2000include her extensive financial experience and her more than three decades of experience advising large public companies, private equity backed entities and Fortune 100 organizations.
| |
|
JEFFREY G. MILLER
Director Since: 2021
Synchronoss
Committees:
• Business Development | | | Jeffrey G. Miller has served as our Treasurer from September 2000 until December 2001. Mr. McCormick is founderPresident, Chief Executive Officer and a Director since March 2021, after holding the position of interim President and Chief Executive Officer since September 2020. Mr. Miller joined Synchronoss as Chief Commercial Officer in October 2018. Mr. Miller previously served as President of Vertek Corporation.IDEAL Industries Technology Group from December 2017 to October 2018. Prior to founding VertekIDEAL, Mr. Miller held several senior sales and operations positions at Motorola during a 16-year tenure, most recently as Corporate Vice President and General Manager of Operations in 1988,North America for Motorola Mobility, LLC. Mr. McCormick was a member of the Technical Staff at AT&T Bell Laboratories. Mr. McCormickMiller received a Bachelor of Science degree in computer sciencebusiness from theMiami University of VermontOhio and a master of sciencemaster’s degree in computer scienceBusiness Administration from the University of California — Berkeley.The Ohio State University. Our Board believes Mr. McCormick'sMiller’s qualifications to sit on our Board include his over 25 yearsbroad experience in the consulting, telecommunicationssoftware and services business,industry and his experience with our Company. | |
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Continuing Directors — Term Ending in 2023
|
KRISTIN S RINNE
Director Since: 2018
Synchronoss Committees:
• Audit
• Nominating/Corporate Governance (Chair) • Compensation
• Business Development | | | Kristin S. Rinne held various senior positions at AT&T, including heading the company’s networks technologies organization, until she retired in 2014. Ms. Rinne brought early leadership in deploying GSM technology in the United States, setting the stage for the success of the 3GPP family of technologies. Ms. Rinne formerly held the positions of vice president of technology strategy for SBC Wireless and managing director of operations at Southwestern Bell Mobile Services. Her contributions to the industry also include serving as chairperson of the Board of Governors at 3G Americas, LLC, and the Alliance for Telecommunications Industry Solutions (ATIS). Ms. Rinne is a “Women in Technology Hall-of-Famer”, as well as being onea member of the “Wireless Hall of Fame,” and was named among Fierce Wireless’ “Top 10 Most Influential Women in Wireless” list from 2011 through 2014. Ms. Rinne holds a bachelor’s degree from Washburn University. Our Board believes Ms. Rinne’s qualifications to sit on our founders.Board include her extensive experience in the telecommunications industry. | |
| | | | |
| |
MARTIN F. BERNSTEIN
Director Since: 20072021
Age: 67
• Nominating/Corporate Compensation
Governance
• Business Development | | | Martin F. Bernstein Donnie M. Moore
Donnie M. Moorehas served on the Board since July 2021. Mr. Bernstein brings extensive experience working with management teams and boards on capital allocation strategies, governance, financing and operational turnarounds. He currently serves as the Head of Private Investments with B. Riley Principal Investments and is responsible for sourcing, underwriting and managing company investments in addition to leading distribution to the firm’s syndication partners. He has led numerous investments across technology, transportation, automotive, aerospace, manufacturing, power, infrastructure and other sectors. Prior to joining B. Riley in March 2021, Mr. Bernstein was Senior Vice President, Financewith Anchorage Capital and Administrationled investments across capital structures, including public equities, private equity, performing credit, bank debt and Chief Financial Officer for Cognos Incorporated, a publicly-held company providing business intelligencedistressed debt 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 engineeringrestructuring situations from the Universityfirm’s New York and London offices. He previously worked as an analyst at Bocage Capital and was on the investment team for the endowment at Howard Hughes Medical Institute. Mr. Bernstein currently serves on the board of Oklahoma and a masternominees for Fondul Proprietatea. Mr. Bernstein earned an AB in business administration degreehistory from the University of Houston.Dartmouth College. Our Board believes Mr. Moore'sBernstein’s qualifications to sit on our Board include his extensive experience in the software industryworking with management teams and his financial expertise.boards on capital allocation strategies, governance, financing and operational turnarounds.
| |
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Continuing Director — Term Ending in 2017
| | | | |
| |
Director Since: 2004
Age: 59
Synchronoss Committees:
•
Audit
•
Compensation
•
Business Development
| | Thomas J. Hopkins
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.
|
Continuing Directors — Term Ending in
20182024
| | | | |
| |
Director Since: 2005
Age: 67
Synchronoss Committees:STEPHEN G. WALDIS
•
Audit•
Compensation
•
Business Development
•
Nominating/Corporate
Governance
| | William J. Cadogan
William J. Cadogan served as a Senior Managing Director with Vesbridge Partners, LLC, formerly St. Paul Venture Capital, a venture capital firm from 2001 until 2006. Mr. Cadogan served asFounder and Former Chief Executive Officer and Chairman of the board of directors of Mahi Networks, Inc., a leading supplier of multi-service optical transport and switching solutions, from November 2004 until its merger with Meriton Networks in October 2005. Prior to joining St. Paul Venture Capital in 2001, Mr. Cadogan was Chairman and Chief
Executive Officer of ADC, Inc., a leading global supplier of telecommunications infrastructure products and services. Mr. Cadogan received a Bachelor of Arts degree in electrical engineering from Northeastern University and a master in business administration degree from the Wharton School at the University of Pennsylvania. Our Board believes Mr. Cadogan's qualifications to sit on our Board include his experience as a CEO leading complex global organizations, combined with his operational and corporate governance expertise. |
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| | | | |
| |
Founder
ChairmanChair of the Board
Chief Executive Officer
Director Since: 20012000
Age: 48
| | | Stephen G. Waldis
Stephen G. Waldis has served as our Chairman, FounderExecutive Chair since January 2017, having served as Chair of the Board 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'Waldis’ qualifications to sit on our Board include his extensive experience in the software and services industry and previously serving as our Chief Executive Officer and one of our founders.
| |
Incumbent Director — Not Standing for Election
| | | | |
| |
MOHAN GYANI
Director Since: 20062019
Age: 67
• Compensation
(Chair) • Nominating/Corporate
Governance Administration Business Development | | | Mohan S. Gyani Charles E. Hoffman
Charles E. Hoffman has beenheld several executive positions in the Dean of the College of Business of the University of Missouri-St. Louis since September 2013. From 2001telecommunications industry including at AT&T Wireless from 2000 until he retired in 2008, Mr. Hoffman was2003 as President and Chief Executive Officer of Covad Communications Group, Inc.AT&T Wireless Mobility Services. Prior to 2001,AT&T, Mr. HoffmanGyani was Executive Vice President and Chief Executive OfficerCFO of Rogers AT&T. PriorAirTouch from 1994 to his time with Rogers,1999. Mr. HoffmanGyani has served as President, Northeast Region, for Sprint PCS. Preceding his time with Sprint PCS,on numerous public and private company boards and is currently a member of the Board of Directors of Digital Turbine. Mr. Hoffman spent 16 years at SBC Communications in various senior management positions, including Managing Director-Wireless for SBC International. Mr. HoffmanGyani received a Bachelor of Sciencebachelor’s degree and a mastermaster’s in business administration degree from San Francisco State University. Our Board believes Mr. Gyani’s qualifications to sit on our Board include his extensive experience in the University of Missouri.telecom and wireless industries and in senior financial positions.
| |
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RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board has appointed Ernst & Young LLP, independent registered public accounting firm, as the
Company'sCompany’s independent registered public accounting firm for the fiscal year ending December 31,
20162022 and has further directed that management submit the appointment of the independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Ernst & Young LLP has audited the
Company'sCompany’s financial statements since its formation in 2000. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
Neither the
Company'sCompany’s amended and restated by-laws nor other governing documents or law require stockholder ratification of the appointment of Ernst & Young LLP as the
Company'sCompany’s independent registered public accounting firm. However, the Board is submitting the appointment of Ernst & Young LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.
To ratify the selection by the Audit Committee of Ernst & Young LLP, as the independent registered public accounting firm of the Company for its fiscal year ended December 31,
2016,2022, the Company must receive a
"For"“For” vote from the majority of all the outstanding shares that are present
in personat the Annual Meeting or represented by proxy and cast either affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted
"For"“For” or
"Against"“Against” the proposal and will have no effect on the proposal. Because this
proposal is a
routine matter,
on which a broker or other nominee
ismay generally
empowered to vote
broker non-votes are not expected to exist in connection withon this
matter.proposal.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM'SFIRM’S FEES
The following table represents aggregate fees billed to the Company for fiscal years ended December 31,
20152021 and December 31,
20142020 by Ernst & Young LLP, the
Company'sCompany’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 | - | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | Total Fees | | $ | 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.
| Audit Fees(1) | | | $2,530 | | | $2,882 | |
| Audit Related(2) | | | 180 | | | 258 | |
| Tax Services | | | $— | | | $— | |
| Other | | | $7 | | | $7 | |
| Total Fees | | | $2,717 | | | $3,147 | |
(1)
| For professional services rendered for the audits of annual financial statements, including the audit of annual financial statements and internal control over financial reporting for the years ended December 31, 2021 and 2020. 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)
| Audit related fees consisted of services with respect to the Statement on Standards for Attestation Engagements (SSAE) No. 16 related to our securities offerings. |
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PRE-APPROVAL POLICIES AND PROCEDURES
The Audit
Committee'sCommittee’s policy,
subject to certain permitted exceptions for certain de minimis services, is to pre-approve all audit and permissible non-audit services rendered by Ernst & Young LLP, our independent registered public accounting firm. The Audit Committee can pre-approve specified services in defined categories of audit services, audit-related services and tax services up to specified amounts, as part of the Audit
Committee'sCommittee’s approval of the scope of the engagement of Ernst & Young LLP or on an individual case-by-case basis before Ernst & Young LLP is engaged to provide a service. The Audit Committee has determined that the rendering of the services other than audit services by Ernst & Young LLP is compatible with maintaining the principal
accountant'saccountant’s independence.
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL 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 2020 and 2021 described above were pre-approved by the audit committee.
The Board Recommends you vote FOR Proposal 2
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ADVISORY VOTE ON EXECUTIVE COMPENSATION
As required by Section 14A of the Securities Exchange Act of 1934, as amended, we are requesting our stockholders to vote, on an advisory basis, on the compensation of our
named executive officersNEOs as described in the
"Compensation“Compensation of Executive
Officers"Officers” section of this Proxy Statement. This proposal, commonly known as a
"say-on-pay"“say-on-pay” proposal,
occurs on an annual basis, with the next such advisory vote being scheduled for the 2023 annual meeting of stockholders, and gives our stockholders the opportunity to express their views on the compensation of our
named executive officers. Compensation Program and Philosophy
NEOs.
COMPENSATION PROGRAM AND PHILOSOPHY
Our executive compensation philosophy and programs are designed to attract, retain and motivate high-quality executives who possess
the diverse skills and talents required to help us achieve our short and long-term financial and strategic goals. We believe that
theour executive compensation programs foster a performance-oriented culture that aligns our
executives'executives’ interests with those of our stockholders over the long term.
We believe that the compensation of our executives is both appropriate for and responsive to the goal of improving stockholder 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 Compensation
The following 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 NEO’s 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 of
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performance-based restrictedoutstanding shares that they were eligible to receive underare present at the 2015-2016 performance-based restricted stock awards basedAnnual Meeting or represented by proxy and cast affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted “For” or “Against” this proposal and will have no effect on 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.
Compensation Discussion and Analysis
In addition to the above summary, stockholdersthis proposal.
COMPENSATION DISCUSSION AND ANALYSIS
Stockholders are urged to read the
"Compensation“Compensation Discussion and
Analysis"Analysis” section of this Proxy Statement
and the tables and narrative discussion that follow for
greater detail about our executive compensation
program,programs, including information about the fiscal year
20152021 compensation of our
named executive officers. Recommendation
NEOs.
RECOMMENDATION
For the above reasons, we are asking our stockholders to indicate their support for the compensation of our named executive officers as described in this Proxy Statement by voting in favor of the following resolution:
"RESOLVED, that
RESOLVED:
That the stockholders
advise that they approve,
in aon an advisory non-binding
vote,basis, the compensation of the
Company'sCompany’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 2016Company’s Annual Meeting of Stockholders.
" Even though this say-on-pay vote is advisory and therefore will not be binding, our Compensation Committee and our Board value the opinions of our stockholders. Accordingly, we expect to take into account the outcome of the vote when considering future executive compensation decisions.
THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL
The Board Recommends you vote FOR Proposal 3
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APPROVAL OF AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE AGGREGATE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK (THE “AUTHORIZED SHARE AMENDMENT”)
Our Board unanimously recommends that stockholders approve the amendment to the Company’s Restated Certificate of Incorporation (the “Certificate”), to increase the aggregate number of authorized shares of common stock. The Certificate currently authorizes the Company to issue a total of 100,000,000 shares of common stock, par value $0.0001 and 10,000,000 shares of preferred stock, par value $0.0001 per share. Our Board has approved and is seeking stockholder approval of an amendment to the first paragraph of Article IV of our Certificate to implement an increase in the number of shares of authorized common stock from 100,000,000 to 150,000,000 (“Authorized Share Amendment”).
The amended language would read as follows:
“The Corporation is authorized to issue two classes of stock to be designated common stock (“Common Stock”) and preferred stock (“Preferred Stock”). The number of shares of Common Stock authorized to be issued is one hundred fifty million (150,000,000) par value $0.0001 per share and the number of shares of Preferred Stock authorized to be issued is ten million (10,000,000), par value $0.0001 per share.”
The Board has unanimously determined that the Authorized Share Amendment is advisable and in the best interest of the Company and our stockholders and recommends that our stockholders approve the Authorized Share Amendment. In accordance with the General Corporation Law of the State of Delaware, we are hereby seeking approval of the Authorized Share Amendment by our stockholders.
No other changes to our Certificate are being proposed, including with respect to the number of authorized shares of preferred stock. The Authorized Share Amendment is not intended to modify the rights of existing stockholders in any material respect.
Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal rights with respect to the proposed Authorized Share Amendment to increase the number of authorized shares of common stock and we will not independently provide stockholders with any such rights.
If approved by the requisite vote of the stockholders described below, the first paragraph of Article IV of our Certificate will be amended as set forth in Annex A (“Certificate of Amendment”), and we urge you to read the Certificate of Amendment in its entirety before casting your vote.
Reasons for the Authorized Share Amendment
The Board is proposing the Authorized Share Amendment to increase the number of authorized shares of our common stock from 100,000,000 shares to 150,000,000 shares. Of the 100,000,000 shares of common stock that are currently authorized to be issued under the Certificate, as of April 18, 2022, 88,259,403 shares are issued and outstanding. 2,022,730 are reserved for issuance under our 2015 Equity Incentive Plan, and 552,231 are reserved for issuance under our 2017 New Hire Equity Incentive Plan. Therefore, we currently have 2,574,961 authorized shares of common stock for future issuance.
Our Board is recommending the Authorized Share Amendment so that we have sufficient additional authorized but unissued shares of our common stock available for equity compensation, including the additional shares under the 2015 Equity Plan Amendment, and for the future corporate finance, business development and other corporate purposes. The Board believes that the increase in the number of authorized shares of common stock is necessary to provide us with resources and flexibility with respect to our capital sufficient to execute our business plans and strategy, without the potential expense or delay associated with obtaining stockholder approval for any particular issuance. Other than issuances pursuant to equity incentive plans, as of the date of this Proxy Statement, we have no current plans, arrangements or understandings regarding the issuance of any additional shares of common stock that would be authorized pursuant to this proposal, and there are no negotiations pending with respect to the issuance therefore for any purpose. The additional shares of common stock to be authorized pursuant to the proposed Authorized Share Amendment will be identical to the shares of common stock currently authorized and outstanding under our Certificate, none of which have preemptive or similar rights to acquire the newly authorized shares.
In determining the size of the proposed Authorized Share Amendment, the Board considered a number of factors, including the factors set forth above, the Company’s historical issuances of shares and the Company’s potential future needs, including that over a number
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of years the Company may potentially need additional shares in connection with future issuances under equity compensation plans and one or more future equity transactions, acquisitions or other strategic transactions. If the stockholders do not approve this proposal, then the Company will not have needed additional shares available or would be required to seek stockholder approval in connections with any such transaction, which may delay or otherwise have a material adverse effect on such transaction or the Company.
Effect of the Authorized Share Amendment
Increasing the number of authorized shares of our common stock will not alter the number of shares of our common stock presently issued and outstanding or reserved for issuance, and will not change the relative rights of holders of any shares. The additional authorized shares of our common stock, if and when issued, would have the same rights and privileges as the shares of our common stock previously authorized, issued and outstanding. Those rights do not include preemptive rights with respect to the future issuance of any additional shares.
If the proposed Authorized Share Amendment is adopted, other than with respect to the shares of common stock subject to the 2015 Equity Incentive Plan and the 2017 New Hire Equity Incentive Plan, the newly authorized shares of our common stock would be unreserved and available for issuance. No further stockholder authorization would be required prior to the issuance of such shares of our common stock by the Company, except where stockholder approval is required by our Certificate of Incorporation, Bylaws, as amended, or law.
The increase in our authorized shares of our common stock would not have any immediate dilutive effect on the proportionate voting power or other rights of our existing stockholders. However, any subsequent issuance, or the possibility of such issuance, of shares of our common stock (including the exercise of stock options and warrants, and the issuance of shares of our common stock under the 2015 Equity Incentive Plan and the 2017 New Hire Equity Incentive Plan) would reduce each stockholder’s proportionate interest in the Company, and may depress the market price of our common stock.
Except as set forth in the Authorized Share Amendment, all of the remaining provisions of the Certificate will remain in full force and effect without change.
Anti-takeover Effects
SEC rules and regulations require disclosure of the possible anti-takeover effects of an increase in authorized capital stock and other certificate of incorporation and bylaw provisions that could have an anti-takeover effect. Although the Board has not proposed the Authorized Share Amendment and the increase in the number of authorized shares of our common stock with the intent of using the additional shares to prevent or discourage any actual or threatened takeover of the Company, under certain circumstances, such shares could have an anti-takeover effect. The additional shares of our common stock could be issued to dilute the stock ownership or voting rights of persons seeking to obtain control of the Company or could be issued to persons allied with the Board or management and, thereby, have the effect of making it more difficult to remove directors or members of management by diluting the stock ownership or voting rights of persons seeking to effect such a removal. Accordingly, if the proposed Authorized Share Amendment and authorized common stock increase is approved, the additional shares of authorized common stock may render more difficult or discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of common stock, or the replacement or removal of the Board or management.
This proposal is not prompted by any specific effort or takeover threat currently perceived by the Board or management.
Timing of the Proposed Authorized Share Amendment
If our stockholders approve this Proposal 4 at the Annual Meeting, we will file the Authorized Share Amendment to our Certificate with the office of the Secretary of State of Delaware to implement the increase in the authorized number of shares of common stock as soon as practicable following the Annual Meeting. Upon approval and following such filing with the Secretary of State of Delaware, the Authorized Share Amendment will become effective on the date it is filed.
Required Vote
The affirmative vote from the holders of a majority of the outstanding shares of common stock is required to approve the Authorized Share Amendment. Abstentions and broker non-votes will have the same effect as an “Against” vote on this proposal.
The Board Recommends you vote FOR Proposal 4
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APPROVAL OF AMENDMENT OF THE SYNCHRONOSS TECHNOLOGIES, INC. 2015 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES ISSUABLE UNDER THE COMPANY’S 2015 EQUITY INCENTIVE PLAN, CONCURRENT WITH AND CONDITIONED UPON THE EFFECTIVENESS OF THE AUTHORIZED SHARE AMENDMENT
Concurrent with and conditioned upon the effectiveness of the Authorized Shares Amendment (Proposal 4), our Board unanimously recommends that stockholders approve the amendment of our 2015 Equity Incentive Plan (the “Existing Plan”) to increase the maximum total number of shares of our Common Stock we may issue under the Existing Plan by 12,900,000 shares (the “2015 Equity Plan Amendment”). Our Compensation Committee approved the amendment, subject to approval of the Board and the stockholders, and the Board approved the amendment, subject to approval of the stockholders. If our stockholders do not approve the 2015 Equity Plan Amendment and the Authorized Share Amendment, the existing version of the Existing Plan will remain in effect and unchanged.
The 2015 Equity Plan Amendment is contingent upon, and will be implemented only if, the Authorized Share Amendment is approved by the stockholders and effected by the Board. In the event that this 2015 Equity Plan Amendment is approved but the Authorized Share Amendment is not approved, the Board will abandon this Proposal 5 and the proposed increase to the number of shares issuable under the 2015 Equity Incentive Plan will not be implemented. If our stockholders approve the Authorized Share Amendment and the Board chooses to effect it and this Proposal 5 is approved, the Board would increase the number of shares issuable under the 2015 Equity Incentive Plan.
The 2015 Equity Plan Amendment provides for an increase of 12,900,000 shares of common stock available for issuance under the Existing Plan.
BACKGROUND AND REASON FOR THE PROPOSAL
We have approximately 1,500 employees and anticipate growth in the future. Equity awards are used as compensation vehicles by most, if not all, of the companies with which we compete for talent, and we believe that providing equity awards is critical to attract and retain key contributors. Accordingly, our Board has approved the 2015 Equity Plan Amendment to increase to the share reserve under the Existing Plan to ensure a sufficient number of shares will be available for recruiting and retention purposes over the coming years. Should stockholder approval of this Proposal 5 not be obtained, no additional shares will be added to the share reserve under the Existing Plan. However, we will retain the ability to issue the shares of our Common Stock which were previously approved by stockholders for issuance under the Existing Plan.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2021 regarding shares of common stock that may be issued under the Company’s equity compensation plans:
| Equity compensation plans
approved by security holders | | | 4,350,621(1) | | | $6.75 | | | 1,627,445(2) | |
| Equity compensation plans not
approved by security holders | | | 363,935(3) | | | $3.92 | | | 545,167(4) | |
| TOTALS | | | 4,714,556 | | | $6.53 | | | 2,172,612 | |
(1)
| In addition, as of December 31, 2021, there were 2,063,476 shares of unvested restricted common stock, which are subject to the risk of forfeiture if the underlying time-based vesting conditions are not satisfied. |
(2)
| Consists of 1,627,445 shares available for issuance under the 2015 Equity Incentive Plan. |
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(3)
| In addition, as of December 31, 2021, there were 510,534 shares of unvested restricted common stock issued pursuant to the 2017 New Hire Incentive Plan. |
(4)
| Consists of 545,167 shares available for issuance under the 2017 New Hire Incentive Plan. |
Additional Equity Compensation Plan Information
The following is our overhang information, which measures the number of shares of our Common Stock subject to equity-based awards outstanding but unexercised or unvested, as of March 31, 2022 for all of the Company’s existing equity compensation plans, as well as certain other information relating to outstanding awards under the plans:
Stock options outstanding: 4,483,476
Weighted average exercise price of outstanding stock options: $6.37
Weighted average remaining contractual term of outstanding stock options: 4.8
Full value stock awards outstanding (including 2,161,967 unvested restricted stock awards and 308,724 performance-based restricted stock units based on achieving the actual outcome, where known, or achieving the maximum potential outcome, where the performance period has not ended): 2,226,783
Shares available for future grant of awards: 2,172,612
Shares available for future grant of awards under 2015 Equity Incentive Plan: 1,627,445
Shares available for future grant of awards under 2017 New Hire Incentive Plan: 545,167
Total shares of Common Stock outstanding as of April 18, 2022: 88,259,403
Description of the 2015 Plan
The principal terms and provisions of the 2015 Equity Incentive Plan, as amended and restated by the 2015 Equity Plan Amendment (together, the “2015 Plan”), including the proposed amendment, are summarized below. This summary is qualified in its entirety by reference to the complete text of the Existing Plan. Stockholders are encouraged to read the actual text of the 2015 Plan, which is appended to this Proxy Statement as filed with the SEC as Annex B and may be accessed from the SEC’s website at www.sec.gov.
Securities Subject to 2015 Plan.
The number of shares of our Common Stock that may be issued pursuant to incentive stock options granted under the 2015 Plan shall not exceed 10,000,000. Stock options and stock appreciation rights (“SARs”) granted under the 2015 Plan will reduce the 2015 Plan share reserve by one share for every share granted, and stock awards other than options and SARs granted under the 2015 Plan will reduce the 2015 Plan share reserve by 1.5 shares for every share granted.
To the extent that Options, SARs or stock units are forfeited or expire for any other reason before being exercised or settled in full, the shares of our Common Stock subject to such awards shall again become available for issuance under the 2015 Plan. If shares of our Common Stock issued upon the exercise of Options are reacquired by us pursuant to a forfeiture provision or repurchase right at no greater than their original exercise or purchase price (if any), then such Common Shares shall again become available for issuance under the 2015 Plan. Further, to the extent that an award is settled in cash rather than Common Shares, the cash settlement shall not reduce the number of Shares available for issuance under the 2015 Plan. Any Common Shares that again become available for issuance under the 2015 Plan shall be added back as (i) one share if such shares were subject to Options or SARs granted under the 2015 Plan and (ii) 1.5 shares if such shares were subject to awards other than an Option or SAR granted under the 2015 Plan.
Notwithstanding the foregoing, the following Common Shares shall not again become available for issuance under the 2015 Plan: (i) Common Shares subject to an award not delivered to a participant because the award is exercised through a reduction of shares (i.e., “net exercised”), (ii) if a SAR is settled in Common Shares, the number of shares subject to the SAR that are not delivered upon such settlement, (iii) Common Shares subject to an Award withheld to satisfy tax withholding obligations related to the Award or applied to pay the exercise price of an Option or SAR; (iv) Common Shares tendered (either through actual delivery or attestation) to pay the exercise price of an Option or SAR; or (v) Common Shares reacquired by us on the open market or otherwise using cash proceeds from the exercise of an option.
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Types of Awards
The 2015 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock unit awards and SARs (collectively, “stock awards”) and performance cash awards.
Limitations
No one person participating in the 2015 Plan may be granted during any one fiscal year of the Company options, SARs or restricted stock or stock unit awards covering more than 2,000,000 shares of our Common Stock in the aggregate. However, we may grant to a new employee awards covering a maximum of 3,000,000 shares in the fiscal year in which his or her service as an employee first begins. Further, no one person participating in the 2015 Plan may be paid during any one fiscal year of the Company more than $2,500,000 in cash pursuant to performance cash awards. In addition, no non-employee director may be granted during any one fiscal year of the Company awards covering more than 150,000 shares of our Common Stock in the aggregate.
The 2015 Plan specifies that no individual may be granted more than 2,000,000 RSUs subject to performance-based vesting during any fiscal year of the Company. The 2015 Plan also provides that no one person may be granted more than 2,000,000 restricted shares subject to performance-based vesting during any fiscal year of the Company. However, these limits are increased, so that we may grant to a new employee 3,000,000 RSUs and/or 3,000,000 restricted shares subject to performance-based vesting in the fiscal year of the Company in which his or her service as an employee first begins. In addition, the maximum amount that may be paid to any individual pursuant to performance cash awards for each fiscal year in a performance period shall not exceed $2,500,000.
The performance goals that may apply to RSUs, restricted stock awards and performance cash awards include:
| • Earnings (before or after taxes) | | | • Return on operating revenue | |
| • Earnings per share | | | • Expense or cost reduction | |
| • Earnings before interest, taxes and depreciation | | | • Working capital | |
| • Earnings before interest, taxes, depreciation and amortization and as percentage of revenue | | | • Sales or revenue (in the aggregate or in specific growth areas) | |
| • Total stockholder return and/or value | | | • Economic value added (or an equivalent metric) | |
| • Return on equity or average stockholders’ equity | | | • Cash flow or cash balance | |
| • Return on assets, investment or capital employed | | | • Operating cash flow | |
| • Operating income and as percentage of revenue | | | • Cash flow per share | |
| • Gross margin | | | • Share price | |
| • Operating margin | | | • Debt reduction | |
| • Net operating income | | | • Customer satisfaction | |
| • Net operating income after tax | | | • Stockholders’ equity | |
| • Operating profits | | | • Net profits | |
| • Profit returns and margins | | | • Contract awards or backlog | |
| • Market Share | | | • Revenue excluding total advertising cost | |
Such performance goals also may be based solely by reference to the Company’s performance or the performance of a subsidiary, division, business segment, business unit affiliate of the Company or of an individual, or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to other companies.
Administration. Our Compensation Committee, which is comprised of three independent members of our Board, will administer the 2015 Plan. The 2015 Plan may also be administered with respect to optionees and recipients of restricted stock who are not executive officers subject to the short-swing liability rules of the federal securities laws by our Board or a secondary committee comprised of one or more members of our Board. Our Compensation Committee (or our Board or secondary committee to the extent acting as plan administrator) has full authority (subject to the express provisions of the 2015 Plan) to determine the eligible individuals who are to receive awards under the 2015 Plan, the number of shares to be covered by each granted award, the date or dates on which an option or SAR is to become exercisable or other award is to vest, the maximum term for which an award is to remain outstanding, whether a granted option will be an incentive stock option that satisfies the requirements of Section 422 of the Code or a non-statutory option not
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intended to meet such requirements, and the other provisions of each award. Our Compensation Committee also has the discretionary authority to provide for accelerated vesting in connection with death, disability, retirement, involuntary termination, or in connection with a grantee’s involuntary termination prior to or following a change in control of the Company. Our Compensation Committee has established a Key Employee Equity Awards Committee, with our Chief Executive Officer as its sole member, whose purpose is to approve stock option and restricted stock grants to our newly hired employees subject to guidelines previously approved by our Compensation Committee.
Eligibility. Employees (including officers), directors and consultants who render services to us or our subsidiary corporations (whether now existing or subsequently established) are eligible to receive awards under the 2015 Plan. However, only non-employee directors are eligible to participate in the Annual Director Grant Program (see “Annual Director Grant Program” below). As of April 18, 2022, approximately 1,500 persons (including five executive officers, Mr. Miller, our Chief Executive Officer and a director, Mr. Waldis, our Executive Chair, and four non-employee directors) were eligible to participate in the 2015 Plan.
No Repricings Other than in connection with certain corporate transactions, including stock splits, stock dividends, mergers, spin-offs and certain other similar transactions, unless stockholder approval is obtained, neither the 2015 Plan administrator nor any other person may decrease the exercise price for any outstanding option or SAR after the date of grant nor cancel or allow an optionee to surrender an outstanding option or SAR to the Company as consideration for the grant of a new option or SAR with a lower exercise price or the grant of another type of award under this Plan (including a cash award), the effect of which is to reduce the exercise price of any outstanding option or SAR or take any other action with respect to an option or SAR that would be treated as a repricing under the rules and regulations of Nasdaq.
Summary of Types of Awards
Option Grants
A stock option gives the optionee a right to purchase shares of our Common Stock at an exercise price that is determined at the time an option is granted. Stock options are granted pursuant to stock option agreements adopted by the plan administrator who determines the terms and conditions of options granted under the 2015 Plan, including whether they are incentive stock options (“ISOs”) or non-statutory stock options (“NSOs”).
Exercise Price. The plan administrator determines the exercise price of options granted under the 2015 Plan, which may not be less than one hundred percent (100%) of the fair market value of our Common Stock on the date the option is granted except in the case of replacement options granted to service providers of entities that are acquired by us. The exercise price of options granted under the 2015 Plan may be paid in cash or, with the plan administrator’s consent, in shares of our Common Stock or by withholding shares otherwise issuable upon the exercise of the option. Stock options may also be exercised through a same-day sale program, pursuant to which a designated brokerage firm is to effect the immediate sale of the shares purchased under the option and pay over to the Company, out of the sale proceeds on the settlement date, sufficient funds to cover the exercise price for the purchased shares plus all applicable withholding taxes. The plan administrator may also assist any optionee in the exercise of his or her outstanding options by authorizing a Company loan to the optionee, however, under current law, loans to an executive officer or director would generally not be permitted. The plan administrator may also permit payment of the exercise price and any withholding taxes in any other form consistent with applicable laws, regulations and rules.
Vesting and Exercisability. Options vest and become exercisable at the rate specified by the plan administrator provided that with respect to 95% of the shares available for issuance under the 2015 Plan on April 4, 2019, the stock option shall not become exercisable prior to the optionee completing at least one year of service following the grant of such stock option, except the award agreement may provide for accelerated vesting in the event of the optionee’s death or disability.
Option Term and Termination of Service. The plan administrator determines the term of stock options granted under the 2015 Plan, up to a maximum of seven years. Any option held by the optionee at the time of cessation of service will not remain exercisable beyond the designated post-service exercise period, which generally is three months from the termination date. Under no circumstances, however, may any option be exercised after the specified expiration date of the option term. Each such option will normally, during such limited period, be exercisable only to the extent of the number of shares of Common Stock in which the optionee is vested at the time of cessation of service. The plan administrator has complete discretion to extend the period following the optionee’s cessation of service during which his or her outstanding options may be exercised and/or to accelerate the exercisability of such options in whole or in part. Such discretion may be exercised at any time while the options remain outstanding, whether before or after the optionee’s actual cessation of service.
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Tax Limitations on Incentive Stock Options. Incentive stock options may only be granted to individuals who are employees of the Company or its parent or subsidiary corporations. During any calendar year, the aggregate fair market value (determined as of the grant date(s)) of the Common Stock for which one or more options granted to any employee under the 2015 Plan (or any other equity plan of the Company or its parent or subsidiary corporations) may for the first time become exercisable as incentive stock options under Section 422 of the Code shall not exceed $100,000. In the case of an incentive stock option granted to a person who, at the time of grant, owns or is deemed to own stock possessing more than 10% of our combined voting power or that of any of our affiliates: (a) the exercise price must be at least 110% of the fair market value of the stock subject to the option on the grant date and (b) the term of the option must not exceed five years from the option grant date.
Stock Appreciation Rights. A SAR allows a recipient to benefit from increases in the value of our Common Stock, but does not provide any ownership interest in our Common Stock. SARs are granted pursuant to stock appreciation right agreements adopted by the plan administrator and may be granted in tandem with, or independent of, option grants under the 2015 Plan. The plan administrator determines the term of SARs granted under the 2015 Plan, up to a maximum of seven years. The plan administrator also determines the exercise price of each SAR, which cannot be less than the fair market value of our Common Stock on the date the SAR is granted except in the case of replacement SARs granted to service providers of entities that are acquired by us. Upon exercise of an independent SAR, we will pay the participant an amount equal to the product of (a) the excess of the per share fair market value of our Common Stock on the date of exercise over the exercise price, multiplied by (b) the number of shares of our Common Stock with respect to which the SAR is exercised. This amount may be paid in cash, shares of our Common Stock, or any combination thereof; provided that with respect to 95% of the shares available for issuance under the 2015 Plan on April 4, 2019, the SAR shall not become exercisable prior to the recipient completing at least one year of service following the grant of such SAR, except the SAR agreement may provide for accelerated vesting in the event of the optionee’s death or disability. Tandem SARs provide the holders with the right to surrender their options for an appreciation distribution from the Company equal in amount to the excess of (a) the fair market value of the vested shares of Common Stock subject to the surrendered option on the date of exercise over (b) the aggregate exercise price payable for such shares. An appreciation distribution may, at the discretion of the Committee, be made in cash, in shares of Common Stock, or any combination thereof. Each SAR may or may not be subject to vesting tied to length of service or attainment of performance goals. If a participant’s service terminates for any reason, then the participant or the participant’s beneficiary may exercise any vested SARs during the post-termination exercise period specified by the plan administrator (but in no event after expiration of the SAR’s term).
Restricted Stock Awards. Restricted stock awards are granted pursuant to restricted stock agreements adopted by the plan administrator which include provisions regarding the number of shares the participant may be issued, the purchase price, if any, and the restrictions to which the shares will be subject. Awards of restricted stock may be granted in consideration for (a) cash, (b) property, (c) past or future services rendered to us or our affiliates, (d) full-recourse promissory notes or (e) any other form of legal consideration approved by the plan administrator. The issued shares may be subject to a vesting schedule tied to length of service or attainment of performance goals; provided that, the restricted shares will not vest prior to the holder completing at least one year of service following the grant of such award, except the restricted stock agreement may provide for accelerated vesting in the event of the holder’s death or disability. Any dividends on restricted shares will be subject to the same vesting conditions as applicable to the restricted shares and will be accumulated and paid when the restricted shares vest. Upon termination of the participant’s service, the shares issued pursuant to a restricted stock award may be subject to forfeiture to, or repurchase by, the Company.
Restricted Stock Unit Awards. Restricted stock unit awards represent the right to receive the value of shares of our Common Stock at a specified date in the future. RSUs are granted pursuant to RSU agreements approved by the plan administrator. Upon settlement, the shares, their cash equivalent, or any combination thereof are delivered to the recipient. No cash consideration is required in connection with an RSU. Each award of RSUs may be subject to vesting tied to length of service or attainment of performance goals and may be settled immediately upon vesting or on a deferred basis; provided that the stock units will not vest prior to the holder completing at least one year of service following the grant of such stock unit, except the RSU agreement may provide for accelerated vesting in the event of the holder’s death or disability. Dividend equivalents may be credited in respect of shares covered by an RSU, however, any dividend equivalents on RSUs will be subject to the same vesting conditions as applicable to the RSUs and will be accumulated and paid when the RSUs vest. Except as otherwise provided in the applicable stock unit agreement, unvested RSUs are forfeited upon termination of the recipient’s service for any reason.
Performance Cash Awards. A performance cash award is a cash award that may be granted upon the attainment of performance goals for a specified period of one or more fiscal years. The plan administrator determines the performance goals and other terms and conditions of performance cash awards.
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General Provisions
Change in Control. Upon the occurrence of a Change in Control, all Common Shares acquired under the 2015 Plan and all awards outstanding on the effective date of the Change in Control shall be treated in the manner described in the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which we are party, in the manner determined by the plan administrator). Such transaction agreement or determination need not treat all awards (or portions thereof) in an identical manner. Unless an award agreement provides otherwise, the treatment specified shall include one or more of the following with respect to each outstanding award:
The continuation of, assumption of, or substitution for each outstanding award by the continuing or succeeding entity;
If the continuing or succeeding entity does not assume or substitute equivalent awards, then full exercisability of each outstanding award, option and SAR and full vesting of the Common Shares subject to each such award, followed by their cancellation. Such full exercisability and vesting, and any exercise of an award during such period, may be contingent on the closing of the transaction;
The cancellation of each such award and a payment to the participant with respect to each share subject to the award equal to the excess of (x) the value, as determined by the plan administrator in its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over (if applicable) (y) the per-share exercise price of such award. Such payment may be made in installments and may be deferred until the date or dates when such award would have become exercisable or the Common Shares subject to such award would have vested. Such payment may be subject to vesting based on the participant’s continuing service, provided that the vesting schedule shall not be less favorable than the schedule that applied prior to the transaction. Such payment may be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement generally may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Common Shares.
The assignment of any reacquisition or repurchase rights held by us in respect of an award of restricted shares to the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such rights.
Our Compensation Committee also has the discretion to provide in the award agreement that an award under the 2015 Plan will immediately vest as to all or any portion of the shares subject to the award whether or not upon a Change in Control in the event of an involuntary termination prior to or following the Change in Control.
A Change in Control will be deemed to occur for purposes of the 2015 Plan in the event of (a) a merger or consolidation of the Company into another entity, provided that persons who were not stockholders prior to the transaction own 50% or more of the voting power of the successor entity thereafter; (b) a sale of all or substantially all of the Company’s assets; and (c) transactions in which certain persons acquire at least 50% of our total voting power.
Valuation. For purposes of establishing the option price and for all other valuation purposes under the 2015 Plan, the fair market value of a share of Common Stock on any relevant date will be the closing price per share of Common Stock on that date, as such price is reported on Nasdaq. The market value of the Common Stock as of April 18, 2022 was $1.52 per share which was the closing sales price as reported on Nasdaq on such date.
Changes in Capital Structure. In the event there is a specific change in our capital structure, such as a stock split, appropriate adjustments will be made to (a) the number of shares reserved under the 2015 Plan, including the limit on ISOs and the maximum number of shares that could be added to the 2015 Plan from the Predecessor Plan, (b) the maximum number of options, SARs, performance-based restricted shares, performance-based RSUs that can be granted to any participant in a fiscal year (including awards granted to our non-employee directors), and maximum cash amount paid under a performance cash award to any participant in a fiscal year, and (c) the number of shares and exercise prices, if applicable, of all outstanding stock awards.
Nontransferability of Awards. Awards granted under the 2015 Plan will not be transferable by the participant, other than by beneficiary designation, will or the laws of descent and distribution. Awards will be exercisable during the participant’s lifetime only by the participant or the participant’s guardian or legal representative. However, the plan administrator may permit the transfer of awards other than ISOs to certain family members of participants. In no event may an Award be transferred to anyone for any consideration including for cash or other securities.
Plan Amendments and Termination. The 2015 Plan will continue in effect until it is terminated by our Board or Compensation Committee of our Board, however no ISOs will be granted after the 10th anniversary of the date the Board approved the 2015 Plan (or, if later, the date the Board approves an increase in the number of shares reserved under the 2015 Plan). Our Board or Compensation Committee may amend or modify the 2015 Plan in any and all respects
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whatsoever. The approval of our stockholders will be obtained to the extent required by applicable law, except that stockholder approval must be obtained to amend the prohibition on decreasing the exercise price for any outstanding option or SAR. Our Board or Compensation Committee may, at any time and for any reason, terminate the 2015 Plan. Any options or awards outstanding at the time of such termination will remain in force in accordance with the provisions of the instruments evidencing such grants.
FEDERAL INCOME TAX CONSEQUENCES OF AWARDS GRANTED UNDER THE 2015 PLAN
The following is a general summary as of the date of this Proxy Statement of the U.S. Federal income tax consequences to participants and the Company with respect to stock awards granted under the 2015 Plan. This summary does not address state, local or foreign tax treatment, which may vary from the U.S. Federal income tax treatment. In any event, each participant should consult his or her own tax advisor as to the tax consequences of particular transactions under the 2015 Plan.
Incentive Stock Options. No taxable income is recognized by an optionee upon the grant of an ISO, and no taxable income is recognized at the time an ISO is exercised unless the optionee is subject to the alternative minimum tax. The excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares is includable in alternative minimum taxable income.
If the optionee holds the purchased shares for more than one year after the date the ISO was exercised and more than two years after the ISO was granted (the “required ISO holding periods”), then the optionee will generally recognize long-term capital gain or loss upon disposition of such shares. The gain or loss will equal the difference between the amount realized upon the disposition of the shares and the exercise price paid for such shares. If the optionee disposes of the purchased shares before satisfying either of the required ISO holding periods, then the optionee will recognize ordinary income equal to the fair market value of the shares on the date the ISO was exercised over the exercise price paid for the shares (or, if less, the amount realized on a sale of such shares). Any additional gain will be a capital gain and will be treated as short-term or long-term capital gain or loss depending on how long the shares were held by the optionee.
Non-statutory Stock Options. No taxable income is recognized by an optionee upon the grant of an NSO. The optionee will generally recognize ordinary income in the year in which the option is exercised equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares. If the optionee is an employee or former employee, the optionee will be required to satisfy the tax withholding requirements applicable to such income. Upon resale of the purchased shares, any subsequent appreciation or depreciation in the value of the shares will be treated as short-term or long-term capital gain depending on how long the shares were held by the optionee.
Stock Appreciation Rights. In general, no taxable income results upon the grant of a SAR. A participant will generally recognize ordinary income in the year of exercise equal to the value of the shares or other consideration received. In the case of a current or former employee, this amount is subject to withholding.
Restricted Stock Awards. A participant who receives an award of restricted stock does not generally recognize taxable income at the time of the award. Instead, the participant recognizes ordinary income when the shares vest, subject to withholding if the participant is an employee or former employee. The amount of taxable income is equal to the fair market value of the shares on the vesting date(s) less the cash, if any, paid for the shares. A participant may make a one-time election to recognize income at the time the participant receives restricted stock in an amount equal to the fair market value of the restricted stock (less any cash paid for the shares) on the date of the award by making an election under Section 83(b) of the Code.
Restricted Stock Unit Awards. In general, no taxable income results upon the grant of an RSU. The recipient will generally recognize ordinary income (subject to withholding if the recipient is an employee or former employee) equal to the fair market value of the shares that are delivered to the recipient upon settlement of the RSU.
Section 409A. The foregoing description assumes that Section 409A of the Code does not apply to an award. In general, options and stock appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair market value per share of our Common Stock at the time the option or stock appreciation right was granted. RSUs are subject to Section 409A unless they are settled within two and one half months after the end of the later of (i) the end of our fiscal year in which vesting occurs or (ii) the end of the calendar year in which vesting occurs. Restricted stock awards are not generally subject to Section 409A. If an award is subject to Section 409A and the provisions for the exercise or settlement of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion of the award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% U.S. federal tax in addition to the U.S. federal income tax at the participant’s usual marginal rate for ordinary income.
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Tax Treatment of the Company. The Company will generally be entitled to an income tax deduction at the time and to the extent a participant recognizes ordinary income as a result of an award granted under the 2015 Plan. However, Section 162(m) of the Code may limit the deductibility of certain awards granted under the 2015 Plan.
New Plan Benefits and Option Grant Table
No awards will be made under the 2015 Plan until after the date of our Annual Meeting. Because the 2015 Plan is discretionary, benefits to be received by individual participants are not determinable other than as set forth below. However, pursuant to our current non-employee director compensation program established by our Board, each non-employee member of our Board is entitled to receive an initial and annual equity grant as discussed above under the heading “Director Compensation”. The table below shows, as to each of the current executive officers named in the Summary Compensation Table and the various indicated groups (a) the number of Contentsshares of Common Stock for which options have been granted for (i) the one (1)-year period ended December 31, 2021 and (ii) the period through April 18, 2022, (b) the weighted-average exercise price per share, and (c) the direct stock issuance received during each period.
| Jeffrey Miller, Chief Executive Officer and Director | | | 250,948 | | | -0- | | | $3.95 | | | 151,899 | | | -0- | |
| Taylor Greenwald, Chief Financial Officer | | | 206,711 | | | -0- | | | $2.50 | | | 360,000 | | | -0- | |
| Christopher Hill, Chief Commercial Officer | | | 68,469 | | | -0- | | | $2.60 | | | 68,469 | | | -0- | |
| Louis Ferraro Jr., EVP Finance Operations, Chief Human Resources Officer | | | 49,730 | | | -0- | | | $2.93 | | | 29,730 | | | -0- | |
| Patrick Doran, Chief Technology Officer | | | 67,568 | | | -0- | | | $2.94 | | | 67,568 | | | -0- | |
| Christina Gabrys, Chief Legal Officer, Secretary | | | 13,509 | | | -0- | | | $2.95 | | | 9,254 | | | -0- | |
| All current executive officers as a group | | | 656,935 | | | -0- | | | N/A | | | 686,920 | | | -0- | |
| All current directors who are not executive officers as a group | | | 113,237 | | | -0- | | | N/A | | | 124,856 | | | -0- | |
During fiscal 2022, our Compensation Committee approved the following grants and awards, subject to stockholder approval of this Proposal 5, to each of the current executive officers named in the Summary Compensation Table and the various indicated groups set forth in the table below.
| Jeffrey Miller | | | -0- | | | -0- | |
| Taylor Greenwald | | | -0- | | | -0- | |
| Christopher Hill | | | -0- | | | -0- | |
| Patrick Doran | | | -0- | | | -0- | |
| Louis Ferraro | | | -0- | | | -0- | |
| Christina Gabrys | | | -0- | | | -0- | |
| All current executive officers as a group | | | -0- | | | -0- | |
| All current directors who are not executive officers as a group | | | -0- | | | -0- | |
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Required Vote
The affirmative vote from the holders of a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting is required to approve the 2015 Equity Plan Amendment. 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, a broker or other nominee may generally vote and therefore broker non-votes are expected to exist in connection with this proposal.
The Board Recommends you vote FOR Proposal 5
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STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
If you wish to submit a proposal for inclusion in next year'syear’s proxy materials or nominate a director, your proposal must be in proper form according to SEC Regulation 14A and Rule 14a-8, in conformance with the Company'sCompany’s by-laws and submitted in writing to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Third Floor, Bridgewater, New Jersey 08807, Attn: Secretary, to be received no later than the close of business on December 7, 2016. 29, 2022 (120 days before the first anniversary of the date this Proxy Statement is released to stockholders). However, if the date of the Annual Meeting of Stockholders is changed by more than 30 days from the first anniversary of this Annual Meeting, then the deadline will be a reasonable time before the Company begins to print and send its proxy materials.
If you wish to submit a proposal to be presented at the
20152023 Annual Meeting of Stockholders but which will not be included in the
Company'sCompany’s proxy materials, your proposal must be submitted in writing and in conformance with our by-laws to Synchronoss Technologies, Inc., 200 Crossing Boulevard,
Third Floor, Bridgewater, New Jersey 08807, Attn: Secretary,
not before January 21, 2017 and no later than
February 20, 2017. As the
rulesclose of business on the 45th day prior to the first anniversary of the
SEC make clear, simply submitting a proposal does not guarantee that it will be included. You are adviseddate this Proxy Statement is released to
reviewstockholders (March 14, 2023), nor earlier than the
Company's by-laws, which contain additional requirements about advance noticeclose of
stockholder proposals and director nominations. You may obtain a copybusiness on the 75th day prior to the first anniversary of the
Company's by-lawsdate this Proxy Statement is released to stockholders (February 12, 2023). In the event that the date of the 2023 Annual Meeting of Stockholders is changed by
writingmore than 30 days from the first anniversary of this Annual Meeting, then notice must be delivered not later than the close of business on the later of the 90th day prior to
Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, New Jersey 08807, Attn: Secretary.
such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made.
NO INCORPORATION BY REFERENCE
In the Company'sCompany’s filings with the SEC, information is sometimes "incorporated“incorporated by reference."” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the "Audit“Audit Committee Report"Report” and the "Compensation“Compensation Committee Report"Report” contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC and shall not be deemed to be "soliciting material".“soliciting material.” In addition, this Proxy Statement includes several website addresses. These website addresses (including our corporate website atwww.synchronoss.comwww.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.
80 Synchronoss Technologies
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CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING
If you have any questions or require any assistance with voting your shares or need additional copies of this Proxy Statement or voting materials, please contact:
Ronald Prague, Esq.
Christina Gabrys
Executive Vice President and General Counsel
Chief Legal Officer, Secretary
Synchronoss Technologies, Inc.
200 Crossing Boulevard, 3rd Floor
Bridgewater, NJ 08807
or
Call
Or
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 20018
(800) 322-2885
It is important that your shares are represented at the Annual Meeting. Whether or not you plan to attend
and vote at the Annual Meeting, please vote using the
Internetinternet or by telephone or by signing and returning a proxy card, if you have
requestedreceived one, so
that your shares will be represented at the Annual Meeting.
The form of Notice 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.
The Board of Synchronoss Technologies, Inc.
Bridgewater, New Jersey
April 6, 201628, 2022
Synchronoss Technologies 81
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ANNEX A
PROPOSED CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
SYNCHRONOSS TECHNOLOGIES, INC.
82 Synchronoss Technologies
TABLE OF CONTENTS
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF SYNCHRONOSS TECHNOLOGIES, INC.
The Delaware General Corporation Law)
Synchronoss Technologies, Inc. ("Synchronoss"(the “Corporation”) has provided in, a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the “DGCL”),
DOES HEREBY CERTIFY:
FIRST: That the name of 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.Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures in the tables below.
Reconciliation of GAAP to Non-GAAP Revenue
| | | | | | |
| | Twelve Months Ended December 31, |
---|
| | 2015 | | 2014 |
---|
Non-GAAP financial measures and reconciliation: | | | | | | |
GAAP Revenue | | | 578,831 | | $ | 457,314 |
Add: Deferred Revenue Write-Down | | | 1,260 | | | 1,299 |
| | | | | | |
Non-GAAP Revenue | | | 580,091 | | $ | 458,613 |
| | | | | | |
| | | | | | |
| | | | | | |
Reconciliation of GAAP to Non-GAAP Gross Profit
| | | | | | |
| | Twelve Months Ended December 31, |
---|
| | 2015 | | 2014 |
---|
GAAP Revenue | | | 578,831 | | $ | 457,314 |
Less: Cost of Services | | | 239,074 | | | 184,414 |
| | | | | | |
GAAP Gross Margin | | | 339,757 | | | 272,900 |
Add: Deferred revenue write-down | | | 1,260 | | | 1,299 |
Add: Fair value stock-based compensation | | | 6,935 | | | 5,924 |
Add: Acquisition and restructuring costs | | | 8,814 | | | 31 |
Add: Deferred compensation expense - earn-out | | | — | | | 16 |
| | | | | | |
Non-GAAP Gross Margin | | | 356,766 | | $ | 280,170 |
| | | | | | |
| | | | | | |
| | | | | | |
Non-GAAP Gross Margin % | | | 62% | | | 61% |
Table of Contents
Reconciliation of GAAP Income from Operations to Non-GAAP EBITDA
| | | | | | |
| | Twelve Months Ended December 31, |
---|
| | 2015 | | 2014 |
---|
GAAP income from operations | | | 79,590 | | $ | 62,298 |
Add: Deferred revenue write-down | | | 1,260 | | | 1,299 |
Add: Fair value stock-based compensation | | | 31,711 | | | 28,987 |
Add: Acquisition and restructuring costs | | | 22,623 | | | 2,938 |
Add: Net change in contingent consideration obligation | | | 760 | | | 1,799 |
Add: Deferred compensation expense - earn-out | | | — | | | 1,783 |
Add: Amortization expense | | | 26,659 | | | 18,953 |
| | | | | | |
Non-GAAP income from operations | | | 162,603 | | $ | 118,057 |
| | | | | | |
| | | | | | |
| | | | | | |
Depreciation and amortization | | | 72,152 | | | 55,956 |
Less: Non-GAAP Amortization expense adjustment | | | (26,659) | | | (18,953) |
| | | | | | |
Non-GAAP EBITDA | | | 208,096 | | | 155,060 |
| | | | | | |
| | | | | | |
| | | | | | |
Reconciliation of GAAP to Non-GAAP Diluted Earnings Per Share
| | | | | | |
| | Twelve Months Ended December 31, |
---|
| | 2015 | | 2014 |
---|
GAAP net income attributable to Synchronoss | | | 40,630 | | | 38,895 |
Add: Deferred revenue write-down, net of tax | | | 964 | | | 868 |
Add: Fair value stock-based compensation, net of tax | | | 24,249 | | | 19,358 |
Add: Acquisition and restructuring costs, net of taxes | | | 17,282 | | | 1,962 |
Add: Net change in contingent consideration obligation, net of Fx change, net of tax | | | 760 | | | 1,855 |
Add: Deferred compensation expense - earn-out, net of tax | | | — | | | 1,191 |
Add: Amortization expense, net of tax | | | 20,264 | | | 12,657 |
| | | | | | |
Non-GAAP net income attributable to Synchronoss | | | 104,149 | | | 76,786 |
| | | | | | |
| | | | | | |
| | | | | | |
Add: After-tax interest on convertible debt | | | 2,135 | | | 776 |
| | | | | | |
| | | | | | |
| | | | | | |
Net income for diluted EPS calculation | | | 106,284 | | | 77,562 |
| | | | | | |
| | | | | | |
| | | | | | |
Diluted non-GAAP net income per share | | | 2.23 | | | 1.79 |
| | | | | | |
| | | | | | |
| | | | | | |
Weighted shares outstanding - Diluted | | | 47,653 | | | 43,297 |
| | | | | | |
| | | | | | |
| | | | | | |
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.corporation is Synchronoss Technologies, Inc. 750 Route 202, 6th Floor Bridgewater, NJ 08807 Attn: Dana Huppert ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeand that this corporation was originally incorporated pursuant 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 orDelaware General Corporation Law on September 19, 2000 under 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)name Synchronoss Technologies, Inc.
SECOND: The first paragraph of Article IV of the AllAll Restated Certificate of Incorporation, as amended, is hereby amended and restated in its entirety to read as follows:
The
BoardCorporation is authorized to issue two classes of
Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Electionstock to be designated common stock (“Common Stock”) and preferred stock (“Preferred Stock”). The number 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
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)Common Stock authorized to be held on May 17, 2016, at 10:00 A.M.issued is one hundred and fifty million (150,000,000), atpar value $0.0001 per share, and the Officesnumber of Synchronoss Technologies, Inc. 200 Crossing Boulevard, Bridgewater, NJ 08807, and any adjournment or postponement thereof.shares of Preferred Stock authorized to be issued is ten million (10,000,000), par value $0.0001 per share.
THIRD: This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be votedCertificate of Amendment shall become effective upon its filing in accordance with the provisions of Section 103(d) of the DGCL.
IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation this day of , 2022.
| | | | /s/ Jeffrey Miller | |
| | | | Jeffrey Miller | |
| | | | Chief Executive Officer | |
Synchronoss Technologies 83
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ANNEX B
SYNCHRONOSS TECHNOLOGIES, INC.
2015 EQUITY INCENTIVE PLAN
(AMENDED AND RESTATED AS OF , 2022)
84 Synchronoss Technologies
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SYNCHRONOSS TECHNOLOGIES, INC.
AMENDED AND RESTATED
2015 EQUITY INCENTIVE PLAN
ARTICLE 1. INTRODUCTION.
The Amended and Restated Plan was adopted by the Board on April 12, 2022, and will become effective immediately upon its approval by the Company’s stockholders. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Service Providers to focus on critical long-range objectives, (b) encouraging the attraction and retention of Service Providers with exceptional qualifications and (c) linking Service Providers directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may be ISOs or NSOs), SARs, Restricted Shares, Stock Units and Performance Cash Awards. Capitalized terms used in this Plan are defined in Article 14.
ARTICLE 2. ADMINISTRATION.
2.1 General. The Plan may be administered by the Board or one or more Committees. Each Committee shall comply with rules and regulations applicable to it, including under the rules of any exchange on which shares of the Company’s common stock are traded, and shall have the authority and be responsible for such functions as have been assigned to it.
2.2 Section 162(m). To the extent an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m), the Plan will be administered by a Committee of two or more “outside directors” within the meaning of Code Section 162(m).
2.3 Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board or a Committee of two or more “non-employee directors” within the meaning of Exchange Act Rule 16b-3.
2.4 Powers of Administrator. Subject to the terms of the Plan, and in the case of a Committee, subject to the specific duties delegated to the Committee, the Administrator shall have the authority to (a) select the Service Providers who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) determine whether and to what extent any Performance Goals have been attained, (d) interpret the Plan and Awards granted under the Plan, (e) make, amend and rescind rules relating to the Plan and Awards granted under the Plan, including rules relating to sub-plans established for the purposes of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (f) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant of any Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales, and (g) make all other decisions relating to the operation of the Plan and Awards granted under the Plan.
2.5 Effect of Administrator’s Decisions. The Administrator’s decisions, determinations and interpretations shall be final and binding on all Participants and any other holders of Awards.
2.6 Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions).
ARTICLE 3. SHARES AVAILABLE FOR GRANTS.
3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed the sum of (a) 24,100,000 Common Shares, (b) the number of Common Shares reserved under the Predecessor Plan that are not issued or subject to outstanding awards under the Predecessor Plan on the Effective Date and (c) any Common Shares subject to outstanding options under the Predecessor Plan on the Effective Date that subsequently expire or lapse unexercised and Common Shares issued pursuant to awards granted under the Predecessor Plan that are outstanding on the Effective Date and that are subsequently forfeited to or repurchased by the Company at no greater than the original exercise or purchase price (if any) (provided that with respect to awards granted on or after May 10, 2010, under the Predecessor Plan, any Common Shares that again become available for issuance under the Plan under this Clause (c) shall be added back as (i) one share if such shares were subject to Options or SARs granted under the Predecessor Plan and (ii) 1.5 shares if such shares were subject to Awards other than an Option or SAR granted under the Predecessor Plan) and (d) the additional
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Common Shares described in Article 3.3; provided, however, that no more than 6,151,101 Common Shares, in the aggregate, shall be added to the Plan pursuant to clauses (b) and (c). The number of Common Shares that are subject to Stock Awards outstanding at any time under the Plan may not exceed the number of Common Shares that then remain available for issuance under the Plan. Subject to Section 3.3, the number of Common Shares that may be awarded under the Plan shall be reduced by: (a) one share for every Option and SAR granted under the Plan; and (b) 1.5 shares for every Award other than an Option or SAR granted under the Plan. The numerical limitations in this Article 3.1 shall be subject to adjustment pursuant to Article 9.
3.2 Intentionally Omitted.
3.3 Shares Returned to Reserve. To the extent that Options, SARs or Stock Units are forfeited or expire for any other reason before being exercised or settled in full, the Common Shares subject to such Options, SARs or Stock Units shall again become available for issuance under the Plan. If Restricted Shares or Common Shares issued upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision or repurchase right at no greater than their original exercise or purchase price (if any), then such Common Shares shall again become available for issuance under the Plan. Further, to the extent that an Award is settled in cash rather than Common Shares, the cash settlement shall not reduce the number of Shares available for issuance under the Plan. Any Common Shares that again become available for Awards under this Section 3.3 shall be added back as (i) one share if such shares were subject to Options or SARs granted under the Plan and (ii) 1.5 shares if such shares were subject to Awards other than an Option or SAR granted under the Plan
Notwithstanding the foregoing, the following Common Shares shall not again become available for issuance under this Article 3.3: (i) Common Shares subject to an Award not delivered to a Participant because the Award is exercised through a reduction of shares subject to the Award (i.e., “net exercised”), (ii) if a SAR is settled in Common Shares, the number of shares subject to the SAR that are not delivered to the Participant upon such settlement, (iii) Common Shares subject to an Award not delivered to a Participant because such Common Shares are withheld to satisfy tax withholding obligations related to the Award or are applied to pay the Exercise Price of an Option or SAR; (iv) Common Shares tendered by a Participant (either through actual delivery or attestation) to pay the Exercise Price of an Option or SAR; or (v) Common Shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of an Option.
3.4 Awards Not Reducing Share Reserve in Article 3.1. To the extent permitted under applicable stock exchange listing standards, any dividend equivalents paid or credited under the Plan with respect to Stock Units shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Stock Units. In addition, Common Shares subject to Substitute Awards granted by the Company shall not reduce the number of Common Shares that may be issued under Article 3.1, nor shall shares subject to Substitute Awards again be available for Awards under the Plan in the event of any forfeiture, expiration or cash settlement of such Substitute Awards.
3.5 Code Section 162(m) and 422 Limits. Subject to adjustment in accordance with Article 9:
(a) The maximum aggregate number of Common Shares subject to Options and SARs that may be granted under this Plan during any fiscal year to any one Participant shall not exceed 2,000,000, except that the Company may grant to a new Employee in the fiscal year in which his or her Service as an Employee first commences Options and/or SARs that cover (in the aggregate) up to an additional 1,000,000 Common Shares;
(b) The maximum aggregate number of Common Shares subject to Restricted Share awards and Stock Units that may be granted under this Plan during any fiscal year to any one Participant shall not exceed 2,000,000, except that the Company may grant to a new Employee in the fiscal year in which his or her Service as an Employee first commences Restricted Shares and/or Stock Units that cover (in the aggregate) up to an additional 1,000,000 Common Shares;
(c) The maximum aggregate number of Common Shares subject to Awards granted to an Outside Director during any fiscal year of the Company shall not exceed 150,000 shares;
(d) No Participant shall be paid more than $2,500,000 in cash in any fiscal year pursuant to Performance Cash Awards granted under the Plan; and
(e) No more than 10,000,000 Common Shares may be issued under the Plan upon the exercise of ISOs.
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ARTICLE 4. ELIGIBILITY.
4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be eligible for the grant of an ISO unless the additional requirements set forth in Code Section 422(c)(5) are satisfied.
4.2 Other Awards. Awards other than ISOs may only be granted to Service Providers.
ARTICLE 5. OPTIONS.
5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is intended to be an ISO or an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.
5.2 Number of Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option, which number shall adjust in accordance with Article 9.
5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which shall be such price as is determined by the Administrator in its discretion; provided however, that unless an Option is intended to comply with Code Section 409A (and not, for the avoidance of doubt, be exempt from Code Section 409A) the Exercise Price of any Option granted to a Participant subject to taxation in the United States shall be not be less than 100% of the Fair Market Value of a Common Share on the date of grant; provided further that the preceding clause shall not apply to an Option that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A and, if applicable, Code Section 424(a).
5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become vested and/or exercisable; provided that with respect to 95% of the shares available for issuance under the Plan on April 4, 2019, the Option shall not become exercisable prior to the Optionee completing at least one year of Service following the grant of such Option. Notwithstanding the foregoing, a Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s death or disability. The Stock Option Agreement shall also specify the term of the Option; provided that, except to the extent necessary to comply with applicable foreign law, the term of an Option shall in no event exceed 7 years from the date of grant.
5.5 Death of Optionee. After an Optionee’s death, any vested and exercisable Options held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable Options held by the Optionee may be exercised by his or her estate.
5.6 Modification or Assumption of Options. Within the limitations of the Plan, the Administrator may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair his or her rights or obligations under such Option. Notwithstanding anything in this Plan to the contrary, and except for the adjustment provided in Article 9, neither the Committee nor any other person may (a) decrease the exercise price of any outstanding Option after the date of grant, (b) cancel or allow an Optionee to surrender an outstanding Option to the Company in exchange for cash or as consideration for the grant of a new Option with a lower exercise price or the grant of another Award the effect of which is to reduce the exercise price of any outstanding Option, or (c) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the Nasdaq Stock Market (or such other principal U.S. national securities exchange on which the Common Shares are traded).
5.7 Buyout Provisions. Except to the extent prohibited by Article 5.6, the Administrator may at any time (a) offer to buy out for a payment in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Administrator shall establish.
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5.8 Payment for Option Shares. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased. In addition, the Administrator may, in its sole discretion and to the extent permitted by applicable law, accept payment of all or a portion of the Exercise Price through any one or a combination of the following forms or methods:
(a) Subject to any conditions or limitations established by the Administrator, by surrendering, or attesting to the ownership of, Common Shares that are already owned by the Optionee with a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Common Shares as to which such Option will be exercised;
(b) By delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company;
(c) Subject to such conditions and requirements as the Administrator may impose from time to time, through a net exercise procedure; or
(d) Through any other form or method consistent with applicable laws, regulations and rules.
ARTICLE 6. STOCK APPRECIATION RIGHTS.
6.1 SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.
6.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains, which number shall adjust in accordance with Article 9.
6.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price, which shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to a SAR that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A.
6.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become vested and exercisable; provided that with respect to 95% of the shares available for issuance under the Plan on April 4, 2019, the SAR shall not become exercisable prior to the Optionee completing at least one year of Service following the grant of such SAR. Notwithstanding the foregoing, a SAR Agreement may provide for accelerated exercisability in the event of the Optionee’s death or disability. The SAR Agreement shall also specify the term of the SAR; provided that except to the extent necessary to comply with applicable foreign law, the term of a SAR shall not exceed 7 years from the date of grant.
6.5 Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Administrator shall determine. The amount of cash and/or the Fair Market Value of Common Shares received upon exercise of SARs shall, in the aggregate, not exceed the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise Price is less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. A SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date.
6.6 Death of Optionee. After an Optionee’s death, any vested and exercisable SARs held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable SARs held by the Optionee at the time of his or her death may be exercised by his or her estate.
6.7 Modification or Assumption of SARs. Within the limitations of the Plan, the Administrator may modify, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the same or a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Optionee, impair his or her rights or obligations under such SAR. Notwithstanding anything in this Plan to the contrary, and except for the
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adjustment provided in Article 9, neither the Committee nor any other person may: (a) decrease the exercise price of any outstanding SAR after the date of grant, (b) cancel or allow an Optionee to surrender an outstanding SAR to the Company in exchange for cash or as consideration for the grant of a new SAR with a lower exercise price or the grant of another Award the effect of which is to reduce the exercise price of any outstanding SAR, or (c) take any other action with respect to a SAR that would be treated as a repricing under the rules and regulations of the Nasdaq Stock Market (or such other principal U.S. national securities exchange on which the Common Shares are traded).
ARTICLE 7. RESTRICTED SHARES.
7.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.
7.2 Payment for Awards. Restricted Shares may be sold or awarded under the Plan for such consideration as the Administrator may determine, including (without limitation) cash, cash equivalents, property, cancellation of other equity awards, full-recourse promissory notes, past services and future services, and such other methods of payment as are permitted by applicable law.
7.3 Vesting Conditions. Each Award of Restricted Shares shall be subject to vesting and/or other conditions as the Administrator may determine; provided that, the Restricted Shares will not vest prior to the holder completing at least one year of Service following the grant of such Award. Notwithstanding the foregoing, a Restricted Stock Agreement may provide for accelerated exercisability in the event of the holder’s death or disability. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. Such conditions, at the Administrator’s discretion, may include one or more Performance Goals.
7.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders, unless the Administrator otherwise provides. A Restricted Stock Agreement, however, shall require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted Shares vest, or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the shares subject to the Stock Award with respect to which the dividends were paid. If any dividends or other distributions are paid in Common Shares, such Common Shares shall be subject to the same restrictions on transferability, vesting conditions and forfeitability as the Restricted Shares with respect to which they were paid.
ARTICLE 8. STOCK UNITS.
8.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan need not be identical.
8.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash consideration shall be required of the Award recipients.
8.3 Vesting Conditions. Each Award of Stock Units shall be subject to vesting, as determined by the Administrator. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement; provided that the Stock Units will not vest prior to the holder completing at least one year of Service following the grant of such Stock Unit. Notwithstanding the foregoing, a Stock Unit Agreement may provide for accelerated exercisability in the event of the holder’s death or disability. Such conditions, at the Administrator’s discretion, may include one or more Performance Goals.
8.4 Voting and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, Stock Units awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Stock Unit is outstanding. Dividend equivalents shall be converted into additional Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both. If any dividend equivalents are paid with respect to Stock Units, then such dividend equivalents shall be subject to the same conditions, vesting schedule and restrictions as the Stock Units to which they attach.
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8.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Administrator. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors, including Performance Goals. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Common Shares over a series of trading days. Vested Stock Units shall be settled in such manner and at such time(s) as specified in the Stock Unit Agreement. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 9.
8.6 Death of Recipient. Any Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of Stock Units under the Plan may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s estate.
8.7 Modification or Assumption of Stock Units. Within the limitations of the Plan, the Administrator may modify or assume outstanding stock units or may accept the cancellation of outstanding stock units (whether granted by the Company or by another issuer) in return for the grant of new Stock Units for the same or a different number of shares or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a Stock Unit shall, without the consent of the Participant, impair his or her rights or obligations under such Stock Unit.
8.8 Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement.
ARTICLE 9. ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS.
9.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other increase or decrease in the number of issued Common Shares effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made to the following:
(a) The number and kind of shares available for issuance under Article 3, including the numerical share limits in Articles 3.1 and 3.5;
(b) The number and kind of shares covered by each outstanding Option, SAR and Stock Unit; or
(c) The Exercise Price applicable to each outstanding Option and SAR, and the repurchase price, if any, applicable to Restricted Shares.
In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Administrator may make such adjustments as it, in its sole discretion, deems appropriate to the foregoing. Any adjustment in the number of shares subject to an Award under this Article 9.1 shall be rounded down to the nearest whole share, although the Administrator in its sole discretion may make a cash payment in lieu of a fractional share. Except as provided in this Article 9, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.
9.2 Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.
9.3 Corporate Transactions. In the event that the Company is a party to a merger, consolidation, or a Change in Control (other than one described in Article 14.6(d)), all Common Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator (in accordance
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with this Article 9.3), with such determination having final and binding effect on all parties), which agreement or determination need not treat all Awards (or portions thereof) in an identical manner. The treatment specified in the transaction agreement or by the Administrator shall include one or more of the following with respect to each outstanding Award:
(a) The continuation of such outstanding Award by the Company (if the Company is the surviving entity);
(b) The assumption of such outstanding Award by the surviving entity or its parent, provided that the assumption of an Option or a SAR shall comply with applicable tax requirements;
(c) The substitution by the surviving entity or its parent of an equivalent award for such outstanding Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of an Option or a SAR shall comply with applicable tax requirements;
(d) If outstanding Awards, Options and SARs are not assumed, or equivalent awards are not substituted, by the surviving entity or its parent, then full exercisability and full vesting (with respect to performance vested Awards, Options or SARs, assuming the achievement of the maximum performance targets thereunder) of the Common Shares subject to such Awards, Options and SARs, followed by the cancellation of such Awards, Options and SARs. The full exercisability of such Awards, Options and SARs and full vesting of such Common Shares maybe contingent on the closing of such transaction. The Optionees shall be able to exercise such Options and SARs during a period of not less than five full business days preceding the closing date of such transaction, unless (i) a shorter period is required to permit a timely closing of such merger, consolidation or Change in Control and (ii) such shorter period still offers the Optionees a reasonable opportunity to exercise such Options and SARs. Any exercise of such Options and SARs during such period maybe contingent on the closing of such transaction;
(e) The cancellation of such Award and a payment to the Participant with respect to each share subject to the Award equal to the excess of (A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over (if applicable) (B) the per-share Exercise Price of such Award (such excess, if any, the “Spread”). Such payment may be made in installments and may be deferred until the date or dates when such Award would have become exercisable or the Common Shares subject to such Award would have vested. Such payment may be subject to vesting based on the Participant’s continuing Service, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which such Award would have become exercisable or such Common Shares subject to such Award would have vested. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Common Shares, but only to the extent the application of such provisions does not adversely affect the status of the Award as exempt from Code Section 409A. If the Spread applicable to an Award (whether or not vested) is zero or a negative number, then the Award may be cancelled without making a payment to the Participant. In the event that a Stock Unit or other Award is subject to Code Section 409A, the payment described in this clause (e) shall be made on the settlement date specified in the applicable Stock Unit Agreement, provided that settlement may be accelerated in accordance with Treasury Regulation Section 1.409A-3(j)(4). For purposes of this Subsection (e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security; or
(f) The assignment of any reacquisition or repurchase rights held by the Company in respect of an Award of Restricted Shares to the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such reacquisition or repurchase rights.
For avoidance of doubt, the Administrator shall have the discretion to provide for the acceleration of vesting upon the occurrence of a Change in Control in the event of an involuntary termination prior to or following the Change in Control, whether or not the Award is to be assumed or replaced in the transaction, or in connection with a termination of the Participant’s Service following a transaction.
Any action taken under this Article 9.3 shall either preserve an Award’s status as exempt from Code Section 409A or comply with Code Section 409A.
ARTICLE 10. OTHER AWARDS.
10.1 Performance Cash Awards. A Performance Cash Award is a cash award that may be granted subject to the attainment of specified Performance Goals during a Performance Period. A Performance Cash Award may also require the completion of a specified period of continuous Service. The length of the Performance Period, the Performance Goals to be attained during the
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Performance Period, and the degree to which the Performance Goals have been attained shall be determined conclusively by the Administrator. Each Performance Cash Award shall be set forth in a written agreement or in a resolution duly adopted by the Administrator which shall contain provisions determined by the Administrator and not inconsistent with the Plan. The terms of various Performance Cash Awards need not be identical.
10.2 Other Awards. Subject in all events to the limitations under Article 3 above as to the number of Common Shares available for issuance this Plan, the Company may grant other forms of equity-based awards not specifically described herein and may grant awards under other plans or programs where such awards are settled in the form of Common Shares issued under this Plan; provided that such other equity-based award will not vest prior to the holder completing at least one year of Service following the grant of such award. Notwithstanding the foregoing, an award agreement may provide for accelerated exercisability in the event of the holder’s death or disability. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Common Shares available under Article 3.
ARTICLE 11. LIMITATION ON RIGHTS.
11.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain a Service Provider. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any Service Provider at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any).
11.2 Stockholders’ Rights. Except as set forth in Article 7.4 or 8.4 above, a Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan. For the avoidance of doubt, no dividends or dividend equivalents will be paid or credited to an unexercised Option or SAR.
11.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed necessary by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority will not have been obtained.
11.4 Transferability of Awards. The Administrator may, in its sole discretion, permit transfer of an Award in a manner consistent with applicable law. Unless otherwise determined by the Administrator, Awards shall be transferable by a Participant only by (a) beneficiary designation, (b) a will or (c) the laws of descent and distribution; provided that, in any event, an ISO may only be transferred by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. In no event may an Award be transferred for any consideration including (without limitation) in exchange for cash or securities.
11.5 Other Conditions and Restrictions on Common Shares. Any Common Shares issued under the Plan shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Common Shares generally. In addition, Common Shares issued under the Plan shall be subject to such conditions and restrictions imposed either by applicable law or by Company policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage.
ARTICLE 12. TAXES.
12.1 General. It is a condition to each Award under the Plan that a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection with any Award granted under the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan unless such obligations are satisfied.
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12.2 Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued on the date when they are withheld or surrendered. Any payment of taxes by assigning Common Shares to the Company may be subject to restrictions including any restrictions required by SEC, accounting or other rules.
12.3 Section 162(m) Matters. The Administrator, in its sole discretion, may determine whether an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m). The Administrator may grant Awards that are based on Performance Goals but that are not intended to qualify as performance-based compensation. With respect to any Award that is intended to qualify as performance-based compensation, the Administrator shall designate the Performance Goal(s) applicable to, and the formula for calculating the amount payable under, an Award within 90 days following commencement of the applicable Performance Period (or such earlier time as may be required under Code Section 162(m)), and in any event at a time when achievement of the applicable Performance Goal(s) remains substantially uncertain. Prior to the payment of any Award that is intended to constitute performance-based compensation, the Administrator shall certify in writing whether and the extent to which the Performance Goal(s) were achieved for such Performance Period. The Administrator shall have the right to reduce or eliminate (but not to increase) the amount payable under an Award that is intended to constitute performance-based compensation.
12.4 Section 409A Matters. Except as otherwise expressly set forth in an Award Agreement, it is intended that Awards granted under the Plan either be exempt from, or comply with, the requirements of Code Section 409A. To the extent an Award is subject to Code Section 409A (a “409A Award”), the terms of the Plan, the Award and any written agreement governing the Award shall be interpreted to comply with the requirements of Code Section 409A so that the Award is not subject to additional tax or interest under Code Section 409A, unless the Administrator expressly provides otherwise. A 409A Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order for it to comply with the requirements of Code Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to Code Section 409A(a)(1).
12.5 Limitation on Liability. Neither the Company nor any person serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.
ARTICLE 13. FUTURE OF THE PLAN.
13.1 Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board, subject to approval of the Company’s stockholders under Article 13.3 below. The Plan shall terminate automatically 10 years after the later of (a) the date when the Board adopted the Plan or (b) the date when the Board approved the most recent increase in the number of Common Shares reserved under Article 3 that was also approved by the Company’s stockholders. The Plan shall serve as the successor to the Predecessor Plan, and no further Awards may be made under the Predecessor Plan after the Effective Date.
13.2 Amendment or Termination. The Board may, at any time and for any reason, amend or terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan.
13.3 Stockholder Approval. To the extent required by applicable law, the Plan will be subject to the approval of the Company’s stockholders within 12 months of its adoption date. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the extent required by applicable laws, regulations or rules; provided, however, that an amendment to Article 3.1, the last sentence of Article 5.6 or Article 6.7 is subject to approval of the Company’s stockholders.
ARTICLE 14. DEFINITIONS.
14.1 ”Administrator” means the Board or any Committee administering the Plan in accordance with Article 2.
14.2 ”Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.
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14.3 ”Award” means any award granted under the Plan, including as an Option, a SAR, a Restricted Share, a Stock Unit or a Performance Cash Award.
14.4 ”Award Agreement” means a Stock Option Agreement, an SAR Agreement, a Restricted Stock Agreement, a Stock Unit Agreement or such other agreement evidencing an Award granted under the Plan.
14.5 ”Board” means the Company’s Board of Directors' recommendations. ContinuedDirectors, as constituted from time to time, and where the context so requires, reference to the “Board” may refer to a Committee to whom the Board has delegated authority to administer any aspect of this Plan.
14.6 ”Change in Control” means:
(a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities;
(b) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(c) The consummation of a merger or consolidation of the Company with or into any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation; or
(d) Individuals who are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be signedconsidered as a member of the Incumbent Board.
A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement the transaction with respect to such Award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.
14.7 ”Code” means the Internal Revenue Code of 1986, as amended.
14.8 ”Committee” means a committee of one or more members of the Board, or of other individuals satisfying applicable laws, appointed by the Board to administer the Plan.
14.9 ”Common Share” means one share of the common stock of the Company.
14.10 ”Company” means Synchronoss Technologies, Inc., a Delaware corporation.
14.11 ”Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.
14.12 ”Effective Date” means the date on reverse side 0000277136_2 R1.0.1.25which the Company’s stockholders approve the Plan. 14.13 ”Employee” means a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate. 14.14 ”Exchange Act” means the Securities Exchange Act of 1934, as amended.
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14.15 ”Exercise Price,” in the case of an Option, means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR.
14.16 ”Fair Market Value” means the closing price of a Common Share on any established stock exchange or a national market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in a source that the Administrator deems reliable. If Common Shares are not traded on an established stock exchange or a national market system, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The Administrator’s determination shall be conclusive and binding on all persons.
14.17 ”IPO Date” means the effective date of the registration statement filed by the Company with the Securities and Exchange Commission for its initial offering of Common Stock to the public.
14.18 ”ISO” means an incentive stock option described in Code Section 422(b).
14.19 ”NSO” means a stock option not described in Code Sections 422 or 423.
14.20 ”Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares.
14.21 ”Optionee” means an individual or estate holding an Option or SAR.
14.22 ”Outside Director” means a member of the Board who is not an Employee.
14.23 ”Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.
14.24 ”Participant” means an individual or estate holding an Award.
14.25 ”Performance Cash Award” means an award of cash granted under Article 10.1 of the Plan.
14.26 ”Performance Goal” means a goal established by the Administrator for the applicable Performance Period based on one or more of the performance criteria set forth in Appendix A. Depending on the performance criteria used, a Performance Goal may be expressed in terms of overall Company performance or the performance of a business unit, division, Subsidiary, Affiliate or an individual. A Performance Goal may be measured either in absolute terms or relative to the performance of one or more comparable companies or one or more relevant indices. The Administrator may adjust the results under any performance criterion to exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs, (e) extraordinary, unusual or non-recurring items, (f) exchange rate effects for non-U.S. dollar denominated net sales and operating earnings, or (g) statutory adjustments to corporate tax rates; provided, however, that if an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m), such adjustment(s) shall only be made to the extent consistent with Code Section 162(m).
14.27 ”Performance Period” means a period of time selected by the Administrator over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to a Performance Cash Award or an Award of Restricted Shares or Stock Units that vests based on the achievement of Performance Goals. Performance Periods may be of varying and overlapping duration, at the discretion of the Administrator.
14.28 ”Plan” means this Synchronoss Technologies, Inc. 2015 Equity Incentive Plan, as amended from time to time.
14.29 ”Predecessor Plan” means the Company’s 2006 Equity Incentive Plan, as amended.
14.30 ”Restricted Share” means a Common Share awarded under the Plan.
14.31 “Restricted Stock Agreement” means the agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.
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14.32 ”SAR” means a stock appreciation right granted under the Plan.
14.33 “SAR Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR.
14.34 ”Securities Act” means the Securities Act of 1933, as amended.
14.35 ”Service” means service as an Employee, Outside Director or Consultant.
14.36 ”Service Provider” means any individual who is an Employee, Outside Director or Consultant.
14.37 ”Stock Award” means any award of an Option, a SAR, a Restricted Share or a Stock Unit under the Plan.
14.38 ”Stock Option Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.
14.39 ”Stock Unit” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.
14.40 ”Stock Unit Agreement” means the agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit.
14.41 ”Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date
14.42 ”Substitute Awards” means Awards or Common Shares issued by the Company in assumption of, or substitution or exchange for, Awards previously granted, or the right or obligation to make future awards, in each case by a corporation acquired by the Company or any Affiliate or with which the Company or any Affiliate combines to the extent permitted by NASDAQ Marketplace Rule 5635 or any successor thereto.
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APPENDIX A
PERFORMANCE CRITERIA
The Administrator may establish Performance Goals derived from one or more of the following criteria, measured in accordance with GAAP or otherwise, when it makes Awards of Restricted Shares or Stock Units that vest entirely or in part on the basis of performance or when it makes Performance Cash Awards.
| • Earnings (before or after taxes) | | | • Working capital | |
| • Earnings per share | | | • Expense or cost reduction | |
| • Earnings before interest, taxes and depreciation (as amount or % of revenue) | | | • Sales or revenue (in the aggregate or in specific growth areas) | |
| • Earnings before interest, taxes, depreciation & amortization (as amount or % of revenue) | | | • Economic value added (or an equivalent metric) | |
| • Total stockholder return and/or value | | | • Market share | |
| • Return on equity or average stockholders’ equity | | | • Cash flow or cash balance | |
| • Return on assets, investment or capital employed | | | • Operating cash flow | |
| • Operating income | | | • Cash flow per share | |
| • Gross margin | | | • Share price | |
| • Operating margin | | | • Debt reduction | |
| • Net operating income | | | • Customer satisfaction | |
| • Net operating income after tax | | | • Stockholders’ equity | |
| • Operating profits | | | • Net profits | |
| • Profit returns and margins | | | • Contract awards or backlog | |
| • Return on operating revenue | | | • Revenue excluding total advertising cost | |
| • To the extent that an Award is not intended to comply with Code Section 162(m), other measures of performance selected by the Administrator. | |
Synchronoss Technologies 97