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40 La Riviere Drive, Suite 300
Buffalo, NY 14202
April 5, 2019
Dear Stockholder:
I am pleased to invite you to attend Synacor, Inc.’s 2019 Annual Meeting of Stockholders, to be held on Thursday, May 16, 2019 at 11:00 a.m. Eastern Time. To minimize costs and for your convenience, we have again opted to hold the Annual Meeting exclusively via live webcast. The Annual Meeting will be accessible athttp://www.virtualshareholdermeeting.com/SYNC2019. Please note that because the Annual Meeting is being held via live webcast only,youwillnotbeabletoattend the Annual Meetinginperson.
Details regarding the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement. We encourage you to carefully read these materials, as well as our Annual Report on Form10-K for fiscal year 2018.
Additionally, we continue to take advantage of a U.S. Securities and Exchange Commission rule that allows companies to furnish their proxy materials to their stockholders over the Internet rather than in paper form unless otherwise requested. We believe that this delivery process will reduce our environmental impact and over time lower the costs of printing and distributing our proxy materials. We believe that we can achieve these benefits with no impact on our stockholders’ timely access to this important information.
Your vote is important. Regardless of whether you expect to attend the Annual Meeting via the live webcast, please vote via telephone or the Internet or request a proxy card according to the instructions in the Proxy Statement or the accompanying Notice of Internet Availability of Proxy Materials (the “Notice”), in each case as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. If you attend the Annual Meeting via the live webcast, you may vote your shares electronically at the Annual Meeting, even though you have previously voted by proxy, if you follow the instructions in the Proxy Statement.
On behalf of our Board of Directors, thank you for your continued support and interest.
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40 La Riviere Drive, Suite 300
Buffalo, NY 14202
Monday, June 15, 2020
qualified;
2020;
officers as described in the accompanying Proxy Statement; and
Regardless
By Order of the Board of Directors | ||||||||
/s/ Timothy J. Heasley | ||||||||
| TIMOTHY J. HEASLEY |
29, 2020
MONDAY, JUNE 15, 2020.
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•ProposalNo.1: Election of one (1) member of our Board of Directors identified in Proposal No. 1 to serve as a Class III director until our 2023 Annual Meeting of Stockholders or until his successor is duly elected and qualified.
•To vote using a proxy card, complete, date and sign your proxy card and return it promptly in the postage-prepaid return envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. If you need a proxy card, you may request one by following the instructions provided in the Notice.
•To vote on the Internet, please follow the instructions provided on your proxy card or Notice.
•To vote by telephone, please follow the instructions provided on your proxy card or Notice.
•To vote at the Annual Meeting, you will need the 16-digit control number that appears on your proxy card or Notice. Additional directions for participating in the Annual Meeting are available at http://www.virtualshareholdermeeting.com/SYNC2020. We encourage you to allow ample time for online check-in, which will begin at 10:55 a.m. Eastern Time. • |
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Because the Annual Meeting is being held only via live webcast,youwillnotbeabletoattendtheAnnualMeeting(orvoteyourshares)inperson.
Annual Meeting.
•You may submit another properly completed proxy card with a later date.
•You may vote again on a later date via the Internet or by telephone.
•You may send a written notice that you are revoking your proxy to our Corporate Secretary at Synacor, Inc., 40 La Riviere Drive, Suite 300, Buffalo, New York 14202.
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•You may submit new voting instructions to your broker, trustee or nominee.
•If you have obtained a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares, you may vote your shares electronically. To do so, you must follow the instructions for obtaining a legal proxy from the record holder of the shares (or your broker, bank or nominee) authorizing you to vote at the Annual Meeting, and then attend the Annual Meeting via the live webcast.
ProposalNo. 1. Directors are elected by a plurality of the votes cast at the Annual Meeting or represented by proxy. The three nomineesone nominee for director receiving the highest number of affirmative votes will be elected. Stockholders may not cumulate votes in the election of directors. Abstentions and brokernon-votes will not be counted toward a nominee’s total.
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•ProposalNo.2:“FOR” ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.
stockholder proposals must be received by us within a reasonable time before our solicitation is made. Under our Bylaws, for stockholder proposals that will not be included in our Proxy Statement, notice of such proposal must be received no later than the close of business on the later of (i) the 90th day prior to the 20202021 annual meeting of stockholders or (ii) the 10th day following the day on which public announcement of the meeting is first made.
Our amended
Name | Age | Positions and Offices Held | |||||||||||||||
| 53 | ||||||||||||||||
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| Interim Chair; Director |
President and Chief Technical Officer for Adelphia Communications Corporation, or Adelphia. Adelphia filed a petition under Chapter 11 of the Bankruptcy Code in June 2002. From April 2002 to March 2003, he served as Investment Specialist/Technology Analyst for Vulcan, Inc. Mr. Fawaz served as Regional Vice President of Operations for the Northwest Region for Charter Communications from July 2001 to March 2002. From July 2000 to December 2000, he served as Chief Technology Officer for Infinity Broadband. He served as Vice President—Engineering and Operations at MediaOne, Inc. from January 1996 to June 2000. Mr. Fawaz currently serves on the board of directors of CSG Systems International, Inc. (CSGS:NASDAQ) where he serves on the nominating and governance committee. Mr. Fawaz received a B.S. degree in electrical engineering and a M.S. in telecom engineering from California State University—Long Beach. We believeSynacor believes Mr. Fawaz’s significant experience as an executive at broadband service providers enables him to bringbrings a valuable customer perspective to ourthe Board and provides ourthe Board with insight into how prospective and existing customers value ourSynacor’s product offering.
Name | Audit | Compensation | Corporate Governance and Nominating (1) | Strategy | ||||||||||||||||||||||
Himesh Bhise | X | |||||||||||||||||||||||||
Elisabeth B. Donohue | X | |||||||||||||||||||||||||
Marwan Fawaz | X | X | ||||||||||||||||||||||||
Gary L. Ginsberg | *X | |||||||||||||||||||||||||
Andrew Kau | X | *X | ||||||||||||||||||||||||
Michael J. Montgomery | *X | X | *X | |||||||||||||||||||||||
Scott Murphy | X | X | ||||||||||||||||||||||||
Kevin Rendino | X | X | X |
Notes: | ||||||||
* | Denotes committee chair. | |||||||
(1) | Jordan Levy served as Chairman of the Board of Directors and chair of the Corporate Governance and Nominating Committee during 2019 and until his resignation as a director effective March 3, 2020. Andrew Kau was appointed as chair of the Corporate Governance and Nominating Committee effective March 22, 2020. |
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) (3) | Option Awards ($) (2)(4) | Total ($) | ||||||||||||||||||||||||||||||||||
Elisabeth B. Donohue | 21,250 | 23,669 | (5) | 31,759 | (12) | 76,678 | ||||||||||||||||||||||||||||||||
Marwan Fawaz | 24,750 | 26,658 | (6) | 31,759 | (12) | 83,167 | ||||||||||||||||||||||||||||||||
Gary L. Ginsberg | 23,750 | 26,160 | (7) | 15,880 | (13) | 65,790 | ||||||||||||||||||||||||||||||||
Andrew Kau | 22,500 | 24,914 | (8) | 15,880 | (13) | 63,294 | ||||||||||||||||||||||||||||||||
Jordan Levy | 42,000 | 43,600 | (9) | 15,880 | (13) | 101,480 | ||||||||||||||||||||||||||||||||
Michael J. Montgomery | 33,750 | 36,127 | (10) | 31,759 | (12) | 101,636 | ||||||||||||||||||||||||||||||||
Scott Murphy | 24,750 | 27,157 | (11) | 15,880 | (13) | 67,787 | ||||||||||||||||||||||||||||||||
Kevin Rendino | 15,292 | 27,157 | (11) | 66,730 | (14) | 109,179 |
Notes: | ||||||||
(1) | The fees earned or paid in cash to Synacor’s non-employee directors in fiscal year 2019 are based on the original compensation program set forth above. Such amounts represent cash compensation paid for services performed in the first half of 2019. | |||||||
(2) | The amounts in this column represent the aggregate grant date fair value of equity awards granted to the director in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note 11 of the Notes to the Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on March 6, 2020 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. | |||||||
(3) | As of December 31, 2019, the above-listed directors held RSUs covering shares of Synacor’s common stock: Elisabeth B. Donohue (8,247), Marwan Fawaz (9,289), Gary L. Ginsberg (9,115), Andrew Kau (8,681), Jordan Levy (15,192), Michael J. Montgomery (12,588), Scott Murphy (9,463) and Kevin Rendino (9,463). |
(4) | As of December 31, 2019, the above-listed directors held outstanding options to purchase the following number of shares of Synacor’s common stock: Elisabeth B. Donohue (95,000), Marwan Fawaz (205,000), Gary L. Ginsberg (190,000), Andrew Kau (190,000), Jordan Levy (207,500), Michael J. Montgomery (205,000), Scott Murphy (140,000) and Kevin Rendino (65,000). | |||||||
(5) | Ms. Donohue was granted 16,494 RSUs on September 10, 2019 in accordance with the modified non-employee director compensation program set forth above, for services to be performed in the second half of 2019. 8,247 RSUs vested on October 1, 2019 and 8,247 RSUs vested on January 1, 2020. | |||||||
(6) | Mr. Fawaz was granted 18,577 RSUs on September 10, 2019 in accordance with the modified non-employee director compensation program set forth above, for services to be performed in the second half of 2019. 9,288 RSUs vested on October 1, 2019 and 9,289 RSUs vested on January 1, 2020. | |||||||
(7) | Mr. Ginsberg was granted 18,230 RSUs on September 10, 2019 in accordance with the modified non-employee director compensation program set forth above, for services to be performed in the second half of 2019. 9,115 RSUs vested on October 1, 2019 and 9,115 RSUs vested on January 1, 2020. | |||||||
(8) | Mr. Kau was granted 17,362 RSUs on September 10, 2019 in accordance with the modified non-employee director compensation program set forth above, for services to be performed in the second half of 2019. 8,681 RSUs vested on October 1, 2019 and 8,681 RSUs vested on January 1, 2020. | |||||||
(9) | Mr. Levy was granted 30,383 RSUs on September 10, 2019 in accordance with the modified non-employee director compensation program set forth above, for services to be performed in the second half of 2019. 15,191 RSUs vested on October 1, 2019 and 15,192 RSUs vested on January 1, 2020. | |||||||
(10) | Mr. Montgomery was granted 25,176 RSUs on September 10, 2019 in accordance with the modified non-employee director compensation program set forth above, for services to be performed in the second half of 2019. 12,588 RSUs vested on October 1, 2019 and 12,588 RSUs vested on January 1, 2020. | |||||||
(11) | Mr. Murphy and Mr. Rendino were each granted 18,925 RSUs on September 10, 2019 in accordance with the modified non-employee director compensation program set forth above, for services to be performed in the second half of 2019. 9,462 RSUs vested on October 1, 2019 and 9,463 RSUs vested on January 1, 2020. | |||||||
(12) | Reflects an option to purchase 30,000 shares of Synacor’s common stock granted to the director on May 16, 2019, at an exercise price of $1.64 per share. The option vests over four years of service beginning on June 1, 2019, with 25% vesting upon completion of 12 months of service and the remainder vesting in 36 equal monthly installments thereafter. The option will vest in full upon a change of control, death, total and permanent disability or retirement at or after age 65. | |||||||
(13) | Reflects an option to purchase 15,000 shares of Synacor’s common stock granted to the director on May 16, 2019, at an exercise price of $1.64 per share. The option vests over four years of service beginning on June 1, 2019, with 25% vesting upon completion of 12 months of service and the remainder vesting in 36 equal monthly installments thereafter. The option will vest in full upon a change of control, death, total and permanent disability or retirement at or after age 65. | |||||||
(14) | Reflects (a) an option to purchase 50,000 shares of Synacor’s common stock granted to the director on March 1, 2019, at an exercise price of $1.74 per share. The option vests over four years of service beginning on March 1, 2019, with 25% vesting upon completion of 12 months of service and the remainder vesting in 36 equal monthly installments thereafter; and (b) an option to purchase 15,000 shares of Synacor’s common stock granted to the director on May 16, 2019, at an exercise price of $1.64 per share. The option vests over four years of service beginning June 1, 2019, with 25% vesting upon completion of 12 months of service and the remainder vesting in 36 equal monthly installments thereafter. The options will vest in full upon a change of control, death, total and permanent disability or retirement at or after age 65. |
Fiscal 2019 | Fiscal 2018 | |||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Audit fees (1) | $ | 592 | $ | 700 | ||||||||||||||||
Audit-related fees (2) | 17 | 12 | ||||||||||||||||||
Tax fees | — | — | ||||||||||||||||||
All other fees | — | — | ||||||||||||||||||
Total fees | $ | 609 | $ | 712 |
Notes: | ||||||||
(1) | Audit fees consist of fees incurred for professional services rendered for the audit of our annual financial statements and review of the quarterly financial statements that are normally provided by Deloitte & Touche LLP in connection with regulatory filings or engagements. | |||||||
(2) | Audit-related fees relate to assurance and related services that are reasonably related to the audit or review of our financial statements. |
Elisabeth B. Donohue | ||||||||||||||
Michael J. Montgomery | ||||||||||||||
Scott Murphy | ||||||||||||||
Kevin Rendino |
set forth below:
GaryL.Ginsberg,Himesh Bhise, age 56,52, has been a member of our Board of Directors since December 2011. In November 2018, Mr. Ginsberg joined SoftBank Group Corp. as Senior Vice President and Global Head of Communications, where he is responsible for leading SoftBank’s corporate communications strategy and initiatives and overseeing its external and internal global communications functions. Mr. Ginsberg works closely with SoftBank’s global portfolio of companies in support of SoftBank’s efforts to ensure alignment and create value across the SoftBank ecosystem. Previously, Mr. Ginsberg served as Executive Vice President of Corporate Marketing and Communications at Time Warner Inc., where he was responsible for managing the Company’s marketing and communications initiatives. From 1999 through late 2009, Mr. Ginsberg served in various capacities at News Corporation, including Executive Vice President of Global Marketing and Corporate Affairs and a member of the Office of the Chairman. Mr. Ginsberg was also a managing director at the strategic consulting firm Clark & Weinstock and a senior editor and counsel at George, the magazine. Before joining George, Mr. Ginsberg served in the Clinton administration at both the White House counsel’s office and the U.S. Department of Justice. Mr. Ginsberg began his career as an attorney with Simpson Thacher & Bartlett LLP. Mr. Ginsberg isco-chairman of the board of directors of New Visions for Public Schools, a member of the board of directors of Townsquare Media, Inc., where he serves on the audit committee, the compensation committee and the corporate governance and nominating committee, and a member of the board of directors of Malaria No More. Additionally, Mr. Ginsberg is a member of the Council on Foreign Relations and is an adjunct professor at Columbia Business School. Mr. Ginsberg holds an A.B. from Brown University and a J.D. from Columbia University School of Law. We believe Mr. Ginsberg’s significant and high-level experience in the media industry enables him to bring valuable operational and management experience to our Board and provides our Board with a unique insight into potential partnerships with companies in the media industry.
ScottMurphy, age 49, rejoined our Board of Directors in October 2014 after having previously served on our Board of Directors from October 2004 until April 2009, when he won a special election to serve as U.S. Representative of New York’s 20th congressional district. After completing his congressional service in 2011, Mr. Murphy rejoined Advantage Capital Partners in 2012 as a managing director and chief investment officer. Mr. Murphy previously worked at Advantage Capital from 2001 to 2009, overseeing the firm’s New York portfolio. Prior to his first tenure at Advantage Capital, Mr. Murphyco-founded three high-tech companies, including a game company that brought fantasy football and baseball to the Internet. Mr. Murphy also founded an online auction company that was sold to eBay, Inc. and a website-building company that was sold to iXL Enterprises Inc. Mr. Murphy received his A.B. in Social Studies from Harvard University. We believe Mr. Murphy’s experience in investing, in entrepreneurship and in public service, along with his expertise in shareholder rights and corporate governance, enables him to bring unique insight, operational experience and financial experience to our Board.
Kevin Rendino, age 52, was appointed to our Board of Directors in March 2019. Mr. Rendino is a financial services leader with three decades of Wall Street experience and expertise in capital markets, value investing and global equity markets. Mr. Rendino has served as Chairman, Chief Executive Officer and Portfolio Manager of 180 Degree Capital Corp. (TURN:NASDAQ) since March 2017 and as a member of its board of directors since June 2016, serving as a member of its compensation and audit committees until December 2016. From December 2012 to March 2017, Mr. Rendino served as Chairman and Chief Executive Officer of RGJ Capital. Prior to that, Mr. Rendino worked for over twenty years as a managing director and portfolio manager at BlackRock/Merrill Lynch, where he oversaw 11 funds and $13 billion in assets and served as a member of its leadership committee. Mr. Rendino has been a frequent contributor to CNBC, Bloomberg TV, Fox Business, The New York Times and
The Wall Street Journal. Since November 2017, Mr. Rendino has served as a member of the Board of Directors of TheStreet, Inc. (TST:NASDAQ) and is a member of its audit committee. From May 2016 to March 2018, Mr. Rendino served on the board of directors of Rentech, Inc. and as a member of its compensation and audit committees. Mr. Rendino received a B.S. degree in finance from the Carroll School of Management at Boston College with magna cum laude honors. We believe Mr. Rendino’s extensive experience in the financial services industry and as a Wall Street leader and shareholder advocate will add unique insights and shareholder perspective to our Board.
Class I Directors—Term Ending in 2021
HimeshBhise, age 51,has been a member of our Board of Directors and ourSynacor’s President and Chief Executive Officer since August 2014. Mr. Bhise has led the Company’sSynacor’s shift from a desktop search monetization business towards an advertising, media and software platforms business. From June 2012 until he joined Synacor, Mr. Bhise served as the Vice President of New Services & Platforms of the Comcast Cable unit of Comcast Corporation where he was responsible for incubating, launching and operating video, Internet and advertising growth businesses. From July 2010 to June 2012, Mr. Bhise was Managing Director at Activate, Inc., a strategy and technology consulting firm where he specialized in product development, marketing and partnering strategies to jumpstart growth. From June 2009 to June 2010, Mr. Bhise led products and growth strategy at Gerson Lehrman Group, Inc. From September 2005 to January 2009, Mr. Bhise was Vice President and general manager of the High Speed Internet business at Charter Communications, responsible for broadband, portal and multi-platform services. Before that, Mr. Bhise served as Vice President and General Manager of AOL Inc.’s mobile division from June 2003 to August 2005, and from 1996 to 2003 worked at McKinsey & Company in its telecom, mergers and acquisitions and marketing practices. Mr. Bhise received his M.B.A. from the Wharton School of the University of Pennsylvania. We believe it is appropriate and desirable for our Chief Executive Officer to serve on our Board, as it provides our Board with useful insights with respect to management and operations. Additionally, Mr. Bhise brings to our Board extensive experience as an operating executive in the broadband, multiscreen and mobile industries.
JordanLevy, age 63,has been a member of our Board of Directors since October 2001 and has served as Chairman of the Board since October 2007. Mr. Levy currently serves as a managing partner at SBNY (Softbank Capital NY) and also as managing partner of Seed Capital Partners, an early stage venture capital fund heco-founded in late 1999. SBNY is a venture capital firm specializing in mobile, social media, eCommerce and digital media investments in early stage technology companies. In addition, Mr. Levy serves asco-managing partner of Z80 Labs, an accelerator fund created to help kick-start thestart-up ecosystem. Prior toco-founding Seed Capital Partners, Mr. Levy wasco-founder of ClientLogic and was President,co-CEO andco-Chair of its predecessor companies SOFTBANK Services Group and Upgrade Corporation of America (now SITEL Worldwide). Mr. Levy alsoco-founded QSR Brands, a franchisee of Subway Restaurants in upstate New York. Mr. Levy previously served as Senior Vice President of Software Etc (now GameStop GME:NASDAQ), a chain of computer and video game stores throughout the United States, and as Executive Vice President of Software Distribution Services (now known as Ingram Micro IM:NASDAQ ). Mr. Levy currently serves on (i) the boards
of directors of several privately-held technology companies, (ii) the Upstate New York Regional Advisory Board of the Federal Reserve Bank of New York, (iii) the Mount Sinai Medical Center Foundation Executive Committee in Miami, Florida, and (iv) the board of directors and as Chair Emeritus of 43North, the largest business plan competition in the United States. In addition to his business activities, Mr. Levy is the former chairman of the Erie Canal Harbor Development Corporation, the state agency responsible for the redevelopment of Buffalo’s historic waterfront, which he led for almost five years. He is also on the advisory board for NYC Seed. Mr. Levy holds a B.A. in Political Science from the State University of New York at Buffalo. We believe Mr. Levy’s service on the boards of directors of other public companies and his lengthy history on our Board give him a strong understanding of his role as a member of our Board and enables him to provide essential strategic and corporate governance leadership to our Board. Additionally, Mr. Levy’s experience as a venture capital investor, including at the seed stage, enables him to bring to our Board significant technology experience and insights in evaluating new businesses and products.
Independence of the Board of Directors
Our Board of Directors is currently composed of nine members. Ms. Donohue and Messrs. Fawaz, Ginsberg, Kau, Levy, Montgomery, Murphy and Rendino qualify as independent directors in accordance with the published listing requirements of the Nasdaq Stock Market, or Nasdaq. The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as further required by the Nasdaq rules, our Board of Directors has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities as they may relate to us and our management. The directors hold office until their successors have been duly elected and qualified or their earlier death, resignation, retirement, disqualification or other removal.
We currently have separate individuals serving as Chairman of the Board of Directors and as our principal executive officer. Mr. Levy has served as Chairman of the Board of Directors since October 2007 and Mr. Bhise has served as our President and Chief Executive Officer since August 2014. Under our Corporate Governance Guidelines the positions of Chairman and Chief Executive Officer should be separate, and the Chairman should be selected from thenon-employee directors. Separating the positions of Chief Executive Officer and Chairman of the Board of Directors allows our President and Chief Executive Officer to focus on ourday-to-day business, while allowing the Chairman of the Board of Directors to lead our Board in its fundamental role of providing independent advice to and oversight of management. Our Board believes that having an independent director serve as Chairman of the Board of Directors is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance. Because we have separate individuals serving as Chairman of the Board of Directors and as our principal executive officer, we do not have a lead independent director; the responsibilities of a lead independent director are discharged by the Chairman of the Board of Directors.
Risk is inherent with every business and we face a number of risks, including strategic, financial, operational, legal/compliance and reputational risks. Our management is responsible for theday-to-day management of the risks that we face. Our Board of Directors as a whole has responsibility for the oversight of enterprise risk management. The Audit Committee is responsible for overseeing the process by which management assesses and manages our exposure to risk, as well as our major financial risk exposures and the steps management takes to monitor and control such exposures, based on consultation with our management and independent auditors. The Compensation Committee reviews processes related to, and steps taken to mitigate material risks related to our compensation programs. The oversight roles of our Board, Compensation Committee and Audit Committee are supported by management reporting processes that are designed to provide visibility into the identification, assessment and management of critical risks.
Information Regarding the Board of Directors and its Committees
Our independent directors periodically meet in executive sessions at which only independent directors are present. Our Board of Directors has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and a Strategy Committee. The following table provides membership information for each of the committees:
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Below is a description of each committee of our Board of Directors. Our Board of Directors has determined that each member of each of the Audit, Compensation and Corporate Governance and Nominating Committees meets the applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to Synacor. Each committee of our Board of Directors has a written charter approved by our Board of Directors. Copies of each charter are posted on our website athttp://www.synacor.com in the Investor Relations section.
The Audit Committee of our Board of Directors, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, the Audit Committee is responsible for reviewing our disclosure controls and procedures and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim andyear-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. The Audit Committee has oversight for our code of business conduct and is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, auditing matters, federal securities laws (including any rules or regulations thereunder), the disclosures we are required to make to our stockholders as a public company and any other securities matters related to our code of business conduct, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting, auditing or securities laws matters. In addition, the Audit Committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. The Audit Committee also is responsible for reviewing and approving all related party transactions in accordance with our related party transactions approval policy.
The current members of the Audit Committee are Ms. Donohue and Messrs. Montgomery, Murphy and Rendino, each of whom is independent for audit committee purposes under the rules and regulations of the SEC and the listing standards of Nasdaq. Mr. Montgomery currently chairs the Audit Committee. The Audit Committee met 6 times during the fiscal year ended December 31, 2018.
Our Board of Directors has determined that Mr. Montgomery is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of RegulationS-K. The designation does not impose on Mr. Montgomery any
duties, obligations or liability that are greater than are generally imposed on him as member of the Audit Committee and our Board of Directors.
The purpose of the Compensation Committee of our Board of Directors is to assist our Board of Directors with certain responsibilities relating to executive compensation policies and programs. Among other things, specific responsibilities of the Compensation Committee include evaluating the performance, and determining the compensation, of our Chief Executive Officer. In consultation with our Chief Executive Officer, it also determines the compensation of our other executive officers. In addition, the Compensation Committee administers our equity compensation plans and has the authority to grant equity awards and approve modifications of such awards under our equity compensation plans, subject to the terms and conditions of any equity award policy adopted by our Board of Directors. The Compensation Committee also oversees the review process related to, and steps taken to mitigate, material risk associated with our compensation practices, oversees the process and reviews the results of any compensation-related matter presented for a stockholder vote, and reviews and approves various other compensation policies and matters.
The current members of the Compensation Committee are Messrs. Fawaz, Ginsberg and Kau. Mr. Ginsberg currently chairs the Compensation Committee. Each of Messrs. Fawaz, Ginsberg and Kau is an “independent director” under the applicable rules and regulations of Nasdaq, a“non-employee director” within the meaning of Rule16b-3 of the Exchange Act, and an “outside director,” as that term is defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). The Compensation Committee met 9 times during the fiscal year ended December 31, 2018.
Our Chief Executive Officer does not participate in the determination of his own compensation or the compensation of directors. However, he makes recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees, and he often participates in the Compensation Committee’s deliberations about their compensation. No other executive officers participate in the determination of the amount or form of the compensation of executive officers or directors.
The Compensation Committee has retained Frederic W. Cook & Co. as its independent compensation consultant. The consultant provides the committee with data about the compensation paid by a peer group of companies and other companies that may compete with us for executives, and develops recommendations for structuring our compensation programs. The consultant is engaged solely by the Compensation Committee and does not provide any other services directly to us or our management.
The Compensation Committee has assessed the compensation policies and practices for our employees and concluded that they do not create risks that are reasonably likely to have a material adverse effect on us.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2018, Messrs. Fawaz, Ginsberg and Kau each served on the Compensation Committee of our Board of Directors. None of these individuals is currently or has been at any time one of our officers or employees. None of our executive officers has ever served as a member of the board of directors or compensation committee (or committee serving a similar function) of any other entity that has or has had one or more executive officers serving as a member of our Board of Directors or the Compensation Committee.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee of our Board of Directors oversees the nomination of directors, including, among other things, identifying, evaluating and making recommendations of nominees to
our Board of Directors, and evaluates the performance of our Board of Directors and individual directors. The Corporate Governance and Nominating Committee also is responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and making recommendations to our Board of Directors concerning corporate governance matters.
The current members of the Corporate Governance and Nominating Committee are Messrs. Kau, Levy and Montgomery, each of whom is independent under the listing standards of Nasdaq. Mr. Levy currently chairs the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee met one time during the fiscal year ended December 31, 2018.
The Corporate Governance and Nominating Committee believes that members of our Board of Directors should have certain minimum qualifications, including having the highest professional and personal ethics and values, broad experience at the policy-making level in business, government, education, technology or public interest, a commitment to enhancing stockholder value, and sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. The Corporate Governance and Nominating Committee also considers such other guidelines and various and relevant career experience, relevant skills, such as an understanding of the telecommunications and high-speed Internet provider industries, financial expertise, diversity and local and community ties. While we do not maintain a formal policy requiring the consideration of diversity in identifying nominees for director, diversity is, as noted above, one of the factors the Corporate Governance and Nominating Committee considers in conducting its assessment of director nominees. We view diversity expansively to include those attributes that we believe will contribute to a Board of Directors that, through a variety of backgrounds, viewpoints, professional experiences, skills, educational experiences and other such attributes, is best able to guide us and our strategic direction. Candidates for director nominees are reviewed in the context of the currentmake-up of our Board of Directors. The Corporate Governance and Nominating Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of our Board of Directors. The Corporate Governance and Nominating Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to our Board of Directors.
In the case of incumbent directors whose terms of office are set to expire, the Corporate Governance and Nominating Committee also reviews such directors’ overall performance during their term, including the number of meetings attended, level of participation, quality of performance, and any relationships or transactions that might impair such directors’ independence.
The Corporate Governance and Nominating Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by our Board of Directors or the Corporate Governance and Nominating Committee for consideration. If a stockholder wishes to recommend a director candidate for consideration by the Corporate Governance and Nominating Committee, pursuant to our Corporate Governance Guidelines, the stockholder recommendation should be delivered to our Corporate Secretary at our principal executive offices, and should include:
To the extent reasonably available, information relating to such director candidate that would be required to be disclosed in a proxy statement pursuant to Regulation 14A under the Exchange Act, in which such individual is a nominee for election to our Board of Directors;
The director candidate’s written consent to (A) if selected, be named in our proxy statement and proxy materials and (B) if elected, serve on our Board of Directors; and
Any other information that such stockholder believes is relevant in considering the director candidate.
The Strategy Committee of our Board of Directors provides input to our management in their development of our long-term corporate strategy. Among other things, specific responsibilities of the Strategy Committee
include the evaluation of external developments and factors, including changes in our industry, competition and technology that impact our strategy, and the review of potential material mergers and acquisitions, combinations, joint ventures, divestitures and investments. The current members of the Strategy Committee are Messrs. Bhise, Fawaz, Montgomery, Murphy and Rendino. Mr. Montgomery currently chairs the Strategy Committee.
Meetings of the Board of Directors
Our Board of Directors met 13 times during the fiscal year ended December 31, 2018. During the fiscal year ended December 31, 2018, each director then in office attended 75% or more of the aggregate of the meetings of our Board of Directors and of the committees on which he or she served, held during the period for which he or she was a director or committee member.
Our Board of Directors has adopted a code of business conduct. The code of business conduct applies to all of our employees, officers and directors. The full text of our code of business conduct is posted on our website athttp://www.synacor.com under the Investor Relations section. We intend to disclose future amendments to certain provisions of our code of business conduct, or waivers of these provisions, at the same location on our website identified above and also in public filings.
Stockholder Communications with the Board of Directors
Stockholders may communicate with our Board of Directors, either generally or with a particular director, by writing to the following address:
The Board of Directors
c/o Corporate Secretary
Synacor, Inc.
40 La Riviere Drive, Suite 300
Buffalo, NY 14202
Each such communication should set forth (i) the name and address of such stockholder, as they appear on our books, and if the stock is held by a nominee, the name and address of the beneficial owner of the stock, and (ii) the class and number of shares of stock that are owned of record by such record holder and beneficially by such beneficial owner.
The person receiving such stockholder communication shall, in consultation with appropriate members of our Board of Directors as necessary, generally screen out communications from stockholders to identify communications that are (i) solicitations for products and services, (ii) matters of a personal nature not relevant for stockholders, or (iii) matters that are of a type that render them improper or irrelevant to the functioning of our Board of Directors and Synacor.
Attendance at Annual Meeting of Stockholders by the Board of Directors
We do not have a formal policy regarding attendance by members of our Board of Directors at our annual meeting of stockholders. Directors are encouraged, but not required, to attend the annual meeting of stockholders. Ms. Donohue and Messrs. Bhise and Levy attended our 2018 Annual Meeting of Stockholders.
The compensation of ournon-employee directors consists of an annual cash retainer (paid quarterly) and stock option grants (in addition to reimbursement for reasonableout-of-pocket expenses incurred in attending Board and committee meetings).
Under the cash compensation portion of ournon-employee director compensation program, allnon-employee directors are paid an annual cash retainer of $35,000 for service on our Board. Additional annual cash retainer amounts are paid as follows:
Non-employee chairman of the Board: $35,000;
Audit committee member: $7,500;
Audit committee chair: $15,000;
Compensation committee member: $6,500;
Compensation committee chair: $12,500;
Nominating and corporate governance committee member: $3,500;
Nominating and corporate governance committee chair: $7,500;
Strategy committee member: $7,000; and
Strategy committee chair: $14,000.
Under the equity compensation portion of ournon-employee director compensation program, newly-electednon-employee directors receive an initial stock option grant of up to 50,000 shares, to be granted at the first Board meeting occurring on or following such director’s initial election to our Board of Directors. Eachnon-employee director who isre-elected to our Board receives a stock option grant of up to 30,000 shares, to be granted at the first Board meeting occurring on or following such director’sre-election to our Board of Directors, and an annual stock option grant of up to 15,000 shares granted at the time of our annual stockholders’ meeting in each of the following two years if he or she continues to serve on our Board of Directors. All such options vest over four years of service, with 25% vesting after completion of one year of service and the remainder vesting monthly over an additional three years of service. In addition, in the event of our change of control or the director’s death, disability or retirement at or after age 65, any unvested option shares will fully vest.
The following table sets forth the total compensation earned by each person who served as a director during the fiscal year ended December 31, 2018, other than a director who also served as an executive officer.
Name | Fees Earned or Paid in Cash ($) (1) | Option Awards ($) (2)(3) | Total ($) | |||||||||
Elisabeth B. Donohue | 42,500 | 14,706 | (5) | 57,206 | ||||||||
Marwan Fawaz | 48,500 | 14,706 | (5) | 63,206 | ||||||||
Gary L. Ginsberg | 47,500 | 14,706 | (5) | 62,206 | ||||||||
Andrew Kau | 45,000 | 29,413 | (4) | 74,413 | ||||||||
Jordan Levy | 84,000 | 29,413 | (4) | 113,413 | ||||||||
Michael J. Montgomery | 67,500 | 14,706 | (5) | 82,206 | ||||||||
Scott Murphy | 49,500 | 14,706 | (5) | 64,206 |
Notes:
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Agreement with 180 Degree Capital Corp.
On March 1, 2019, we entered into an agreement with 180 Degree Capital Corp. (“180 Degree”), the beneficial owner of approximately 7.3% of our common stock as of March 18, 2019. Immediately following the execution of the agreement, pursuant to resolutions previously approved by our Board of Directors, (i) the total number of directors constituting our Board was increased from eight (8) to nine (9) in accordance with our Bylaws and (ii) Mr. Rendino was appointed and elected to serve as a Class III director of the Company (the “180 Degree Designee”) with an initial term that comes up for re-election at the 2020 annual meeting of stockholders.
Pursuant to the agreement, we also agreed that during the Standstill Period (as defined below), if the 180 Degree Designee is unable or unwilling to serve as a director or resigns as a director during the Standstill Period, subject to the terms and conditions of the agreement, 180 Degree has the right to nominate a replacement director, subject to the approval of the Board, not to be unreasonably withheld, and who meets certain qualification requirements under the agreement.
The agreement includes a “Standstill Period,” which begins on the date of the agreement and extends until 10 days prior to the deadline for the submission of stockholder nominations for directors for the 2020 Annual Meeting pursuant to our Bylaws; provided that if we offer to nominate the 180 Degree Designee for re-election at the 2020 annual meeting, then the Standstill Period will be automatically extended until the day following the 2020 annual meeting. So long as the 180 Degree Designee (or a replacement) is on the Board, we agreed that we will recommend, support and solicit proxies for the election of the 180 Degree Designee in the same manner as the other directors recommended by the Board for election at the applicable annual meeting of stockholders for which the 180 Degree Designee (or a replacement) is up for re-election to the Board.
The agreement further provides that 180 Degree will appear in person or by proxy at all annual and special stockholder meetings during the Standstill Period and vote all of its shares in favor of any proposal supported by a majority of our Board; provided that 180 Degree has the right to vote in its sole discretion with respect to any tender or exchange offer, merger, acquisition, recapitalization, restructuring, disposition, distribution, spin-off, asset sale, joint venture or other business combination involving the Company or any of its affiliates (each, an “Extraordinary Transaction”).
Under the terms of the agreement, during the Standstill Period, 180 Degree agreed not to, among other things, (i) solicit proxies regarding any matter to come before any annual or special meeting of stockholders during the Standstill Period, (ii) enter into a voting agreement or any group with stockholders other than 180 Degree affiliates and current group members, (iii) (A) nominate or recommend for nomination any person for election, (B) submit proposals for consideration or otherwise bring any business before, nor (C) engage in certain activities related to “withhold” or similar campaigns, at any applicable meeting of stockholders, (iv) seek to make, or encourage any third party in making, any offer or proposal with respect to any Extraordinary Transaction or (v) acquire beneficial ownership of any Synacor common stock or other equity securities in excess of 10.0% of the then outstanding shares of common stock.
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board of Directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 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. Deloitte & Touche LLP has audited our financial statements since fiscal year 2006. Representatives of Deloitte & Touche 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 our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. However, our Board of Directors is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee will reconsider whether to retain that firm. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a 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 us and our stockholders.
A majority of the votes cast at the Annual Meeting (or represented by proxy) either affirmatively or negatively will decide the ratification of the appointment of Deloitte & Touche LLP. Brokernon-votes (although counted towards a quorum) and abstentions will have no impact on the vote on this proposal. For further information about how votes will be counted, please refer above to the section entitled “Howmanyvotesareneededtoapproveeachproposal?”.
Independent Registered Public Accounting Firm’s Fees
The following table sets forth the aggregate fees we paid to Deloitte & Touche LLP, our independent registered public accounting firm, for professional services provided during our fiscal years ended December 31, 2018 and December 31, 2017:
Fiscal 2018 | Fiscal 2017 | |||||||
(In thousands) | ||||||||
Audit fees (1) | $ | 700 | $ | 855 | ||||
Audit-related fees (2) | 12 | 45 | ||||||
Tax fees | — | — | ||||||
All other fees (3) | — | 75 | ||||||
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Total fees | $ | 712 | $ | 975 | ||||
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Notes:
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Pre-Approval Policies and Procedures
The Audit Committee’s policy is topre-approve all audit and permissiblenon-audit services rendered by Deloitte & Touche LLP, our independent registered public accounting firm. The Audit Committee canpre-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’s approval of the scope of the engagement of Deloitte & Touche LLP or on an individualcase-by-case basis before Deloitte & Touche LLP is engaged to provide a service. All audit, audit-related and tax services werepre-approved by the Audit Committee. The Audit Committee has determined that, subject to reasonable limits, the rendering of the services other than audit services by Deloitte & Touche LLP is compatible with maintaining the independent registered public accounting firm’s independence.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS SYNACOR’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2019.
The Audit Committee of the Board of Directors currently consists of the threenon-employee directors named below and Mr. Rendino, a non-employee director who joined the Audit Committee on April 1, 2019. The Board of Directors annually reviews the Nasdaq listing standards’ definition of independence for Audit Committee members and has determined that each member of the Audit Committee meets that standard. The Board of Directors has also determined that Mr. Montgomery is an audit committee financial expert as described in applicable rules and regulations of the SEC.
The principal purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s accounting practices, system of internal controls, audit processes and financial reporting processes. The Audit Committee is responsible for appointing and retaining the Company’s independent registered public accounting firm and approving the audit andnon-audit services to be provided by the independent registered public accounting firm. The Audit Committee’s function is more fully described in the Audit Committee Charter, which the Board of Directors has adopted and which the Audit Committee reviews on an annual basis.
The Company’s management is responsible for preparing its financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles. Deloitte & Touche LLP, the Company’s independent registered public accounting firm, is responsible for performing an independent audit of its financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.
The Audit Committee has reviewed and discussed with the Company’s management its audited financial statements included in its Annual Report on Form10-K for the fiscal year ended December 31, 2018 (“Form10-K”).
The Audit Committee has also reviewed and discussed with Deloitte & Touche LLP the audited financial statements in the Form10-K and the audit results. In addition, the Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) AS 1301,CommunicationwithAuditCommittees. This included a discussion of the independent registered public accounting firm’s judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters that generally accepted auditing standards require to be discussed with the Audit Committee. In addition, we received from and discussed with Deloitte & Touche LLP the written disclosures and the letter required by PCAOB Rule 3526,CommunicationwithAuditCommitteesConcerningIndependence, and discussed Deloitte & Touche LLP’s independence with them. Upon completing these activities, the Audit Committee concluded that Deloitte & Touche LLP is independent from the Company and its management.
Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in the Company’s Form10-K and filed with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors*:
Elisabeth B. Donohue
Michael J. Montgomery
Scott Murphy
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ADVISORY VOTE ON EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act and as a matter of good corporate governance, our Board of Directors is providing the stockholders with the opportunity to vote to approve, on anon-binding, advisory basis, the compensation of our named executive officers as described in the section below entitled “Summary of Named Executive Officer Compensation” and accompanying compensation tables, and as discussed in the related narrative disclosure below. This advisory vote is commonly referred to as a“say-on-pay” vote. Stockholders may express their views on the design and effectiveness of our executive compensation program by voting “For” or “Against” approval, on anon-binding, advisory basis, of the compensation of our named executive officers, or may abstain. This vote is not intended to address any specific element of compensation, but rather the overall compensation of the named executive officers.
The goal of our executive compensation program is to enable us to attract, recruit and retain qualified employees who have the collective and individual abilities necessary to run our business to meet the challenges we face, and to focus those executives on achieving financial results that enhance the value of our stockholders’ investment. Annual variable compensation and long-term equity incentives are significant components of our executive compensation program, and are designed to focus our executive team on those financial goals that we believe are most closely related to stockholder value. We believe our compensation policies and procedures demonstrate a strong link between pay and performance. Please read the section below entitled “Summary of Named Executive Officer Compensation” and the compensation tables and narrative that follow for additional details about our executive compensation program, including information about the fiscal 2018 compensation of named executive officers.
A majority of the votes cast at the Annual Meeting (or represented by proxy) either affirmatively or negatively will decide the approval, on anon-binding, advisory basis, of the compensation of our named executive officers. Brokernon-votes (although counted towards a quorum) and abstentions will have no impact on the vote on this proposal.
Becausesay-on-pay votes are advisory andnon-binding, voting results cannot overrule any decisions made by the Board of Directors or Compensation Committee. However, the Compensation Committee will take into account the outcome of the vote when considering future compensation arrangements for our named executive officers.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” APPROVAL, ON ANON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
The names of our current executive officers and certain information about each of them as of March 18, 2019 are set forth below:
Himesh Bhise—For biographical information, see“Proposal 1: Election of Directors—Information Regarding Other Directors Continuing in Office—Class I Directors—Term Ending in 2021”.
Timothy J. Heasley, age 65, 66, was appointed ourSynacor’s Chief Financial Officer in August 2018 after having joined the CompanySynacor in May 2018 as Senior Vice President of Finance. From 2017 to 2018, Mr. Heasley served as Chief Financial Officer of National Oak Distributers,Distributors, a national wholesale distributor, where he played a key role in the acquisition of a regional competitor and was responsible for the company’s finance, human resources and IT functions. From 2015 to 2016, Mr. Heasley served as Chief Financial Officer of Motus Integrated Technologies, a global manufacturer for the automotive industry, where his finance and IT responsibilities included finance team recruitment and oversight of new finance and management systems. From 2012 to 2014, Mr. Heasley served as Senior Vice President and Chief Financial Officer of Kaydon Corporation ( KDN:(KDN:NYSE), a global manufacturer of specialty products for the industrial, military, aerospace, medical and energy markets. Prior to that, Mr. Heasley served in senior financial roles with Gibraltar Industries (ROCK:NYSE), MRC Industrial Group and SPS Technologies. Mr. Heasley has also served in progressive financial management positions with a diverse group of leading organizations, including Johnson Controls, TRW and Carborundum Company. Mr. Heasley holds an M.B.A. and a B.S. in Accounting from the State University of New York at Buffalo.Buffalo and is a Certified Public Accountant (Ohio, inactive).
•each person known by us to be the beneficial owner of more than 5% of any class of our voting securities;
•our named executive officers;
•each of our directors; and
•all current executive officers and directors as a group.
Beneficial Ownership | ||||||||
Name of Beneficial Owner | Number | Percent | ||||||
Directors and Named Executive Officers | ||||||||
Himesh Bhise (1) | 2,287,838 | 5.5 | % | |||||
Steven M. Davi (2) | 251,493 | 0.6 | % | |||||
Elisabeth B. Donohue (3) | 65,000 | 0.2 | % | |||||
Marwan Fawaz (4) | 200,000 | 0.5 | % | |||||
Gary L. Ginsberg (5) | 195,000 | 0.5 | % | |||||
Timothy J. Heasley (6) | 200,000 | 0.5 | % | |||||
Andrew Kau (7) | 4,050,138 | 10.3 | % | |||||
Jordan Levy (8) | 261,572 | 0.7 | % | |||||
Michael J. Montgomery (9) | 260,000 | 0.7 | % | |||||
Scott Murphy (10) | 193,700 | 0.5 | % | |||||
Kevin M. Rendino (11) | 2,889,206 | 7.4 | % | |||||
All current directors and executive officers as a group (11 persons) (12) | 10,853,947 | 25.3 | % | |||||
Other 5% Stockholders | ||||||||
Entities associated with Walden International (13) | 3,884,965 | 9.9 | % | |||||
Entities associated with Advantage Capital (14) | 2,180,971 | 5.6 | % | |||||
Ariel Investments, LLC (15) | 3,310,993 | 8.5 | % | |||||
Entities associated with 180 Degree Capital Corp. (16) | 2,839,206 | 7.3 | % |
Notes:
Beneficial Ownership | ||||||||||||||||||||
Name of Beneficial Owner | Number | Percent | ||||||||||||||||||
Directors and Named Executive Officers | ||||||||||||||||||||
Himesh Bhise (1) | 2,366,843 | 5.7 | % | |||||||||||||||||
Steven M. Davi (2) | 261,384 | 0.7 | % | |||||||||||||||||
Elisabeth B. Donohue (3) | 132,290 | 0.3 | % | |||||||||||||||||
Marwan Fawaz (4) | 310,737 | 0.8 | % | |||||||||||||||||
Gary L. Ginsberg (5) | 240,162 | 0.6 | % | |||||||||||||||||
Timothy J. Heasley (6) | 221,284 | 0.6 | % | |||||||||||||||||
Andrew Kau (7) | 4,093,865 | 10.3 | % | |||||||||||||||||
Michael J. Montgomery (8) | 341,655 | 0.9 | % | |||||||||||||||||
Scott Murphy (9) | 249,512 | 0.6 | % | |||||||||||||||||
Kevin M. Rendino (10) | 3,027,288 | 7.7 | % | |||||||||||||||||
All current directors and executive officers as a group (10 persons) (11) | 11,245,020 | 26.0 | % | |||||||||||||||||
Other 5% Stockholders | ||||||||||||||||||||
Entities associated with Walden International (12) | 3,884,965 | 9.8 | % | |||||||||||||||||
Entities associated with Advantage Capital (13) | 2,180,971 | 5.5 | % | |||||||||||||||||
Entities associated with The Vanguard Group (14) | 2,083,944 | 5.3 | % | |||||||||||||||||
Entities associated with 180 Degree Capital Corp. (15) | 2,930,976 | 7.4 | % | |||||||||||||||||
Entities associated with BLR Partners LP (16) | 2,166,000 | 5.5 | % |
Notes: | ||||||||
(1) | Represents |
(2) | Represents 18,293 shares held or beneficially owned by Mr. Davi and 233,200 shares issuable upon exercise of stock options issued to Mr. Davi and exercisable within 60 days of |
(3) | Represents |
(4) | Represents |
(5) | Represents |
(6) | Represents 21,284 shares held or beneficially owned by Mr. Heasley and 200,000 shares issuable upon exercise of stock options issued to Mr. Heasley and exercisable within 60 days of |
(7) | Includes |
(8) | Represents |
|
(9) | Represents |
(10) | Includes |
(11) | Includes |
(12) | Represents 70,846 shares held by Pacven Walden Ventures IV Associates Fund, L.P. (“Pacven IV Associates Fund”), 3,804,292 shares held by Pacven Walden Ventures IV, L.P. (“Pacven IV”) and 9,827 shares held byLip-Bu Tan and Ysa Loo Trust dated 2/3/1992, of whichLip-Bu Tan is a trustee. The general partner of Pacven IV Associates Fund and Pacven IV is Pacven Walden Management II, L.P. (“Pacven Management II”). The general partner of Pacven Management II is Pacven Walden Management Co., Ltd. (“Pacven Walden Management”).Lip-Bu Tan is the sole director of Pacven Walden Management and he shares voting and investment power with respect to the shares held by Pacven IV and Pacven IV Associates Fund with the other members of the investment committee of Pacven Walden Management.Lip-Bu Tan and Andrew Kau (who is also a member of |
(13) | Represents 1,759,841 shares held by Advantage Capital New York Partners I, L.P. (“Advantage I”) and 421,130 shares held by Advantage Capital New York Partners II, L.P. (“Advantage II”). The sole general partner of Advantage I is Advantage Capital New YorkGP-I, LLC (“Advantage GP I”), and the sole general partner of Advantage II is Advantage Capital New YorkGP-II, LLC (“Advantage GP II”). Advantage GP I |
and Advantage GP II, in their respective capacities as general partner of Advantage I and Advantage II, exercise investment discretion and control of the shares beneficially owned by Advantage I and Advantage II. Steven T. Stull holds all of the voting interests of Advantage GP I and, therefore, may be deemed to have voting and investment power with respect to the shares held of record by Advantage I. Steven T. Stull and Maurice E. Doyle hold all of the ownership interests, including voting interests, of Advantage GP II and, therefore, may be deemed to have voting and investment power with respect to the shares held of record by Advantage II. The address for entities associated with Advantage Capital Partners is 909 Poydras Street, Suite 2230, New Orleans, LA 70112. |
| The Vanguard Group (“ |
(15) | Represents |
(16) | As reported on a Schedule 13G filed on March 19, 2020, represents 2,106,000 shares held by BLR Partners LP, a Texas limited partnership (“BLR Partners”), and 60,000 shares beneficially held by Bradley L. Radoff through an IRA account. BLRPart, LP, a Texas limited partnership (“BLRPart GP”), serves as the general partner of BLR Partners. BLRGP Inc., a Texas S corporation (“BLRGP”), serves as the general partner of BLRPart GP. Fondren Management, LP, a Texas limited partnership (“Fondren Management”), serves as the investment manager of BLR Partners. FMLP Inc., a Texas S corporation (“FMLP”), serves as the general partner of Fondren Management. Mr. Radoff is the sole shareholder and sole director of each of BLRGP and FMLP. By virtue of these relationships, BLRPart GP, BLRGP, Fondren Management, FMLP and Mr. Radoff each reported sole voting and dispositive power over the shares owned directly by BLR Partners and may be deemed to beneficially own such shares. The address for BLR Partners is 1177 West Loop South, Suite 1625, Houston, TX 77027. |
REPORTS
Marwan Fawaz | ||||||||||||||
Gary L. Ginsberg | ||||||||||||||
Andrew Kau |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
Himesh Bhise | 2018 | 440,407 | — | 6,361 | 192,411 | — | 639,179 | |||||||||||||||||||||
President & Chief | 2017 | 427,579 | — | 361,796 | 415,125 | — | 1,204,500 | |||||||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||||
Timothy J. Heasley (3) | 2018 | 184,231 | — | 196,272 | — | — | 380,503 | |||||||||||||||||||||
Chief Financial Officer | ||||||||||||||||||||||||||||
Steven M. Davi (4) | 2018 | 334,648 | — | 35,552 | 73,401 | 2,333 | (5) | 445,934 | ||||||||||||||||||||
Executive Vice President, | ||||||||||||||||||||||||||||
William J. Stuart (6) | 2018 | 218,269 | — | 4,970 | 58,993 | 130,346 | (7) | 412,578 | ||||||||||||||||||||
Former Chief | 2017 | 337,102 | — | 8,729 | 163,641 | 2,700 | (8) | 512,172 | ||||||||||||||||||||
Financial Officer |
Notes:
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise President & Chief Executive Officer | 2019 | 453,619 | — | 365,775 | (3) | — | 369,942 | — | 1,189,336 | |||||||||||||||||||||||||||||||||||||||||
2018 | 440,407 | — | — | 6,361 | 192,411 | — | 639,179 | |||||||||||||||||||||||||||||||||||||||||||
Timothy J. Heasley (3) Chief Financial Officer | 2019 | 304,374 | — | 177,789 | (4) | 25,658 | (5) | 77,377 | — | 585,198 | ||||||||||||||||||||||||||||||||||||||||
2018 | 184,231 | — | — | 196,272 | — | — | 380,503 | |||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi (4) Executive Vice President, Technology | 2019 | 344,414 | — | 143,992 | (6) | — | 140,552 | 2,800 | (7) | 631,758 | ||||||||||||||||||||||||||||||||||||||||
2018 | 334,648 | — | — | 35,552 | 73,401 | 2,333 | (7) | 445,934 |
Notes: | ||||||||
(1) | Represents the aggregate grant date fair value of option awards and stock awards granted to the officer in the applicable fiscal year computed in accordance with FASB ASC Topic 718. See Note |
(2) | Represents amounts paid pursuant to our annual cash incentive program in the fiscal year following the year in which services were provided. |
(3) |
| Represents the | ||||||
(4) | Represents the sum of (i) $52,791, the aggregate grant date fair value of a RSU award granted on February 24, 2019 covering 30,000 shares of Synacor common stock, vesting semi-annually over three years of continuous service by the executive following the grant date, (ii) $62,499, the aggregate grant date fair value of a RSU award granted on August 9, 2019 covering 45,955 shares of Synacor common stock, vesting semi-annually over three years of continuous service by the executive beginning August 1, 2019, and (iii) $62,499, the aggregate grant date fair value of a performance stock unit award granted on August 9, 2019 covering 45,955 shares of Synacor common stock, 25% of which vests each year following Synacor’s achievement of certain financial performance targets. With respect to the performance stock unit award, the grant date fair value is based on the probable outcome of the conditions as of suc grant date. The maximum grant date fair value of such award, assuming the highest level of performance conditions will be achieved, is $93,748. | |||||||
(5) | Represents the aggregate grant date fair value of an option to purchase 25,000 shares of Synacor common stock granted on February 24, 2019, vesting over four years of continuous service beginning May 22, 2018, with 25% vesting upon completion of 12 months of service and |
(6) | Represents the sum of (i) $43,993, the aggregate grant date fair value of a RSU award granted on February 24, 2019 covering 25,000 shares of Synacor common stock, vesting semi-annually over three years of continuous service by the executive following the grant date, (ii) $49,999, the aggregate grant date fair value of a RSU award granted on August 9, 2019 covering 36,764 shares of Synacor common stock, vesting semi-annually over three years of continuous service by the executive beginning August 1, |
|
Represents our matching contribution of 25% of Mr. Davi’s contribution to his 401(k) |
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|
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•Base salary,
•Annual cash incentive bonuses,
Equity•Long-term incentive compensation and performance-based compensation in the form of stock options, RSUs and
•Certain employment termination- and change of control-related benefits.
$429,665 $442,555 to $442,555 and$455,832, Mr. Stuart’sHeasley’s annual base salary from $338,746$300,000 to $347,214,$305,498, and Mr. Davi’s annual base salary from $336,013 to $346,094, in each case on a merit basis. Mr. Heasley’s annual base salary of $300,000 was established as part of the negotiation of his overall compensation package in connection with his promotion to Chief Financial Officer in August 2018. In connection with his promotion to Executive Vice President, Technology in April 2018, Mr. Davi’s annual base salary was increased to $336,013.
Long-TermIncentiveCompensation. OurSynacor’s equity incentive plans were established to provide ourits employees, including ourSynacor��s executive officers, with incentives to support ourSynacor’s long-term success and growth. OurSynacor’s long-term equity incentive compensation has historically been awarded in the form of options to acquire shares of ourSynacor common stock, because we believe that stock options offer our employees the opportunity to earn a more significant portion of equity than would other equity award instruments and, therefore, provide the greatest incentive for our management to drive toward increasing the value of our business.stock. From time to time the Compensation Committee of the Board also considers other forms of equity awards, such as restricted stock or restricted stock units. However, in 2018 we granted only stock options to our named executive officers.RSUs.
On March 1, 2018,
accelerated basis if we undergo a change of control or upon certain terminations of employment with us, as further described in the section titled “EmploymentAgreementsandPotentialPaymentsuponTerminationorChangeofControl ” below.
On August 13, 2018, we granted Mr. Heasley an option to purchase 175,000 shares of our common stock in connection with his promotion to Chief Financial Officer. The option was immediately exercisable when it was granted, but the shares underlying the option are subject to repurchase by usSynacor until they are vested. The option shares vest over 4 years of service from May 22, 2018 (the first day of Mr. Heasley’s employment with usSynacor as Senior Vice President of Finance), with 25% vesting upon completion of 12 months of service from the above date, and the remainder vesting in 36 equal monthly installments thereafter. The option may vest on an accelerated basis if we undergo a change of control or upon certain terminations of employment with us, as further described in the section titled “EmploymentAgreementsandPotentialPaymentsuponTerminationorChangeofControl ” below.
On March 1, 2018,
For the performance period January 1, 2019 through December 31, 2019, the threshold revenue goal was $137 million (the low end of published guidance for the performance period), the target revenue goal was $141 million (the median of published guidance for the performance perid) and the maximum revenue goal was $155 million (10% above median of published guidance for the performance period).
Performance Level | Performance | Vesting Percentage | |||||||||
Maximum | maximum revenue/adjusted EBITDA | 150% | |||||||||
Target | target revenue/adjusted EBITDA but < maximum revenue/adjusted EBITDA | 100% | |||||||||
Threshold | threshold revenue/adjusted EBITDA but < target revenue/adjusted EBITDA | 50% | |||||||||
Below Threshold | threshold revenue/adjusted EBITDA | —% |
2019.
Option Awards (1) | Stock Awards (2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Vested | Number of Securities Underlying Unexercised Options (#) Unvested | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (6) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 8/4/2014 | 8/4/2014 | 2,001,338 | (3) | — | 2.38 | 8/4/2024 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 2/12/2015 | 3/1/2015 | 10,100 | (3) | — | 2.13 | 2/12/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 2/12/2016 | 3/1/2016 | 6,468 | (3) | 432 | 1.62 | 2/12/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 2/16/2017 | 3/1/2017 | 154,687 | (3) | 70,313 | 3.15 | 2/16/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 2/16/2017 | 3/1/2017 | 4,881 | (3) | 2,219 | 3.15 | 2/16/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 3/1/2018 | 3/1/2018 | 2,800 | (3) | 3,600 | 2.00 | 3/1/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 2/24/2019 | 2/24/2019 | — | — | — | — | 66,672 | (4) | 101,341 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 8/9/2019 | 7/1/2019 | — | — | — | — | 82,720 | (4) | 125,734 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Himesh Bhise | 8/9/2019 | n/a | — | — | — | — | — | — | 82,720 | (7) | 62,867 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Timothy J. Heasley | 8/13/2018 | 5/22/2018 | 69,270 | (3) | 105,730 | 2.25 | 8/12/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Timothy J. Heasley | 2/24/2019 | 5/22/2018 | 9,895 | (3) | 15,105 | 1.76 | 2/24/2029 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Timothy J. Heasley | 2/24/2019 | 2/24/2019 | — | — | — | — | 25,002 | (4) | 38,003 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Timothy J. Heasley | 8/9/2019 | 7/1/2019 | — | — | — | — | 45,955 | (4) | 69,852 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Timothy J. Heasley | 8/9/2019 | n/a | — | — | — | — | — | — | 45,955 | (7) | 34,926 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 12/18/2012 | 12/1/2012 | 100,000 | (3) | — | 2.38 | (8) | 12/18/2022 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 2/12/2015 | 3/1/2015 | 50,000 | (3) | — | 2.13 | 2/12/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 2/12/2015 | 3/1/2015 | 7,600 | (3) | — | 2.13 | 2/12/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 10/28/2015 | 11/1/2015 | 25,000 | (3) | — | 1.37 | 10/28/2025 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 2/12/2016 | 3/1/2016 | 4,968 | (3) | 332 | 1.62 | 2/12/2026 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 2/16/2017 | 3/1/2017 | 3,712 | (3) | 1,688 | 3.15 | 2/16/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 3/1/2018 | 3/1/2018 | 2,143 | (3) | 2,757 | 2.00 | 3/1/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 4/26/2018 | 4/1/2018 | 13,854 | (3) | 21,146 | 1.75 | 4/26/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 2/24/2019 | 2/24/2019 | — | — | — | — | 20,835 | (4) | 31,669 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 8/9/2019 | 7/1/2019 | — | — | — | — | 36,764 | (4) | 55,881 | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven M. Davi | 8/9/2019 | n/a | — | — | — | — | — | — | 36,764 | (7) | 27,941 |
Option Awards | ||||||||||||||||||||||||
Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Vested | Number of Securities Underlying Unexercised Options (#) Unvested | Option Exercise Price ($) | Option Expiration Date | ||||||||||||||||||
Himesh Bhise | 6/10/09 | 6/10/09 | 5,000 | (2) | — | 2.52 | 6/10/19 | |||||||||||||||||
Himesh Bhise | 8/04/14 | 8/04/14 | 2,001,338 | (1) | — | 2.38 | 8/04/24 | |||||||||||||||||
Himesh Bhise | 2/12/15 | 3/01/15 | 9,468 | (1) | 632 | (1) | 2.13 | 2/12/25 | ||||||||||||||||
Himesh Bhise | 2/12/16 | 3/01/16 | 4,743 | (1) | 2,157 | (1) | 1.62 | 2/12/26 | ||||||||||||||||
Himesh Bhise | 2/16/17 | 3/01/17 | 3,106 | (1) | 3,994 | (1) | 3.15 | 2/16/27 | ||||||||||||||||
Himesh Bhise | 2/16/17 | 3/01/17 | 98,437 | (1) | 126,563 | (1) | 3.15 | 2/16/27 | ||||||||||||||||
Himesh Bhise | 3/01/18 | 3/01/18 | — | (1) | 6,400 | (1) | 2.00 | 3/01/28 | ||||||||||||||||
Timothy J. Heasley | 8/13/18 | 5/22/18 | 175,000 | (1) | — | (1) | 2.25 | 8/12/28 | ||||||||||||||||
Steven M. Davi | 12/18/12 | 12/01/12 | 100,000 | (1) | — | (1) | 2.38 | (3) | 12/18/22 | |||||||||||||||
Steven M. Davi | 2/12/15 | 3/01/15 | 46,875 | (1) | 3,125 | (1) | 2.13 | 2/12/25 | ||||||||||||||||
Steven M. Davi | 2/12/15 | 3/01/15 | 7,125 | (1) | 475 | (1) | 2.13 | 2/12/25 | ||||||||||||||||
Steven M. Davi | 10/28/15 | 11/01/15 | 19,270 | (1) | 5,730 | (1) | 1.37 | 10/28/25 | ||||||||||||||||
Steven M. Davi | 2/12/16 | 3/01/16 | 3,643 | (1) | 1,657 | (1) | 1.62 | 2/12/26 | ||||||||||||||||
Steven M. Davi | 2/16/17 | 3/01/17 | 2,362 | (1) | 3,038 | (1) | 3.15 | 2/16/27 | ||||||||||||||||
Steven M. Davi | 3/01/18 | 3/01/18 | — | (1) | 4,900 | (1) | 2.00 | 3/01/28 | ||||||||||||||||
Steven M. Davi | 4/26/18 | 4/01/18 | — | (1) | 35,000 | (1) | 1.75 | 4/26/28 |
Notes:
Notes: | ||||||||
(1) | Options granted to Synacor’s named executive officers are generally immediately exercisable with respect to all of the option shares (whether vested or unvested), subject to Synacor’s repurchase right in the event that the executive’s service terminates before vesting in such shares. For information regarding the vesting acceleration provisions applicable to the options held by Synacor’s named executive officers, please see the section titled “Employment Agreements and Potential Payments upon Termination or Change of Control ” below. | |||||||
(2) | For information regarding the vesting acceleration provisions applicable to the RSUs and performance stock units held by Synacor’s named executive officers, please see the section titled “Employment Agreements and Potential Payments upon Termination or Change of Control ” below. | |||||||
(3) | The option was immediately exercisable for all shares. The shares underlying the option vest over 4 years of service after the Vesting Commencement Date, with 25% vesting upon completion of 12 months of service and in 36 equal monthly installments thereafter. |
(4) | The | |||||||
(5) | The market value of stock reported in this column is computed by multiplying the | |||||||
(6) | The market value of equity incentive plan awards of stock reported in this column is computed by multiplying the closing market price of Synacor common stock at the end of fiscal year 2019 ($1.52 per share) by the amount of the |
(7) | The PSUs vest over a period of four years contingent upon Synacor’s achievement of certain financial performance targets. For additional detail, please see the section titled “Narrative Disclosure to Summary Compensation Table – Long-Term Incentive Compensation” above. | |||||||
(8) | The option was granted with an exercise price of $5.82 per share. The option was amended to reset the exercise price to $2.38 per share pursuant to an option repricing program for non-executive officers approved by our Board of Directors in July 2014. |
We have
A summary of the material terms of the employment agreements and offer letters with ourSynacor’s named executive officers, as well as other arrangements providing benefits in connection with such officers’ termination of employment or in connection with oura Synacor change of control, is below.
We
We
applicable taxes. In addition, if such termination of employment occurs within 12 months following a change of control, then weSynacor will also pay Mr. Heasley an amount equal to his annual target bonus for the year in which the termination occurs.
The option
We agreed
section titled “Narrative Disclosure to Summary Compensation Table – Long-Term Incentive Compensation” above.
We
result in material injury to us; hisSynacor, (iii) Mr. Davi’s unauthorized use or disclosure of any proprietary information or trade secrets of oursSynacor or any other party to whom he owes an obligation of nondisclosure as a result of his relationship with us;Synacor, or his(iv) Mr. Davi’s willful breach of any of his obligations under any written agreement or covenant with us.
Synacor.
We entered intoIf Synacor is subject to a separation agreementchange in control (as defined in the Amended and Restated 2012 Equity Incentive Plan) before Mr. Davi’s service with Synacor terminates and Synacor terminates Mr. Stuart in August 2018. Pursuant toDavi’s employment without cause or Mr. Davi terminates his employment agreementfor good reason, the time-based vesting requirement applicable to the RSUs granted to Mr. Davi shall be satisfied with us, as amended, Mr. Stuart will continuerespect to receive salary payments for 12 months followinga prorated number of shares through the effective date of the separation agreement, provided he does not breach any provision of the separation agreement.termination date. In addition, we are payingin the monthly premium under COBRA forevent of a change of control, PSUs granted to Mr. Stuart and his dependents during such 12 month period, or until such timeDavi will convert to time-based RSUs as Mr. Stuart beginsmore fully described in the section titled “Narrative Disclosure to receive comparable benefits from a subsequent employer. Further, we agreed to extend the monthly premium payments for an additional 7 months in exchange for certain transition services to be provided by Mr. Stuart. In exchange for the above benefits, Mr. Stuart signed a release of claims he may have against us, as of the effective date of the separation agreement.
Summary Compensation Table – Long-Term Incentive Compensation” above.
We
We have
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | |||||||||
Equity compensation plans approved by security holders | 5,679,101 | (2) | $ | 2.56 | 3,024,827 | (3) | ||||||
Equity compensation plans not approved by security holders | 2,001,338 | $ | 2.38 | — | ||||||||
Total | 7,680,439 | $ | 2.51 | 3,024,827 | (3) |
Notes:
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||||||||||||||||||||||
Equity compensation plans approved by security holders | 6,270,551 | (2) | $ | 2.51 | 4,804,721 | (3) | |||||||||||||||||||||||
Equity compensation plans not approved by security holders | 2,001,338 | $ | 2.38 | — | |||||||||||||||||||||||||
Total | 8,271,889 | $ | 2.48 | 4,804,721 | (3) |
Notes: | ||||||||
(1) | The weighted average exercise price is calculated based solely on the outstanding stock options. It does not take into account the shares issuable upon vesting of outstanding RSUs and PSUs, which have no exercise price. |
(2) | Represents |
(3) | Shares available for issuance under the 2012 Equity Incentive Plan. No shares are available for issuance under the 2006 Stock Plan or the Special Purpose Recruitment Plan. |
•we have been or are to be a participant;
•the amount involved exceeds $120,000; and
•any of our directors, executive officers or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.
ourSynacor’s initial public offering and thereafter, weSynacor entered into an indemnification agreement with each of ourits directors and executive officers. The agreement provides that weSynacor will indemnify him or her against any and all expenses that he or she incurs because of his or her status as one of ourSynacor’s directors or executive officers to the fullest extent permitted by Delaware law, ourSynacor’s fifth amended and restated certificate of incorporation and ourSynacor’s Bylaws, except in a proceeding initiated by that person without the approval of our Board of Directors. In addition, the agreement provides that, to the fullest extent permitted by Delaware law, weSynacor will advance all expenses incurred by him or her in connection with a legal proceeding.OurusSynacor and any of ourSynacor’s directors, executive officers or beneficial owners of more than 5% of ourSynacor’s capital stock, or any immediate family member of, or person sharing the household with, any of these individuals, be consummated only if (i) approved or ratified by the Audit Committee and only if the terms of the transaction are comparable to those that could be obtained in arms-length dealings with an unrelated third party or (ii) approved by the disinterested members of our Board of Directors. OurSynacor’s policies and procedures with respect to related person transactions also apply to certain charitable contributions by usSynacor or ourSynacor’s executive officers and to the hiring of any members of the immediate family of any of ourSynacor’s directors or executive officers as ourSynacor’s permanent full-time employees. The Compensation Committee is also required to approve any transaction that involves compensation to ourSynacor’s directors and executive officers.
By Order of the Board of Directors
/s/ Timothy J. Heasley
Timothy J. Heasley
April 5, 2019
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/s/ Timothy J. Heasley | ||||||||||||||||||||||||||||||||||||||
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Chief Financial Officer and Corporate Secretary | ||||||||||||||||||||||||||||||||||||||
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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E70165-P20606
SYNACOR, INC.
Annual Meeting of Stockholders
May 16, 2019 11:00 AM EDT
This proxy is solicited by the Board of Directors
The stockholder(s) hereby appoint(s) Himesh Bhise and Timothy J. Heasley, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of SYNACOR, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 AM EDT on May 16, 2019, atwww.virtualshareholdermeeting.com/SYNC2019, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side