SYNCHRONOSS TECHNOLOGIES,INC. (NASDAQ:SNCR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January16, 2019, the Board of Directors (the “Board”) of Synchronoss Technologies,Inc. (the “Company”), based upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Mohan Gyani, age 67, to serve as a ClassII director, with his initial term expiring at the Company’s 2020 annual meeting of stockholders or until his successor is duly elected and qualified. In connection with the appointment of Mr.Gyani to the Board, and to the Company’s bylaws, the Board has increased the number of directors from ten to eleven.
Mr.Gyani is a private investor and beginning in 2005, has served in various capacities, the most recent of which is vice chairman, at Mobileum Inc., which designs and develops roaming services and telco big data analytics solutions to mobile network operators in the United States and internationally. From 2000 to 2003, Mr.Gyani served as president and chief executive officer of AT&T Wireless Mobility Services,Inc., a telecommunications company, and as senior advisor to the chairman and chief executive officer through 2004. From 1995 to 1999, Mr.Gyani was executive vice president and chief financial officer of AirTouch Communications,Inc., a wireless telephone service provider. Upon the acquisition of AirTouch by Vodafone, Mr.Gyani served as executive director on the board of Vodafone AirTouch and as its head of strategy and M&A until July1999. Prior to AirTouch Communications, Mr.Gyani spent 15 years with Pacific Telesis Group,Inc., parent of Pacific Bell, a telecommunications company, where he held various financial and operational positions. Mr.Gyani was formally a member of the Board of Blackhawk Network Holdings,Inc. (Nasdaq: Hawk), a provider of prepaid payments products. He also serves on the board of directors of Digital Turbine,Inc.,IDEA Cellular, and MUFG Union Bank, N.A and its financial holding company, MUFG Americas Holdings Corporation, as well as the boards of other private companies that are in the wireless mobile space. From March2011 to July2015, Mr.Gyani served as a director of Audience,Inc., a provider of intelligent voice and audio solutions, and as chairman from August2011 to July2015; from June2007 to June2010, he served on the board of directors of Mobile Telesystems,Inc., a cell phone operator; from March2002 to August2013, he served on the board of directors of Keynote Systems,Inc., a mobile and web cloud testing and monitoring company; and from October2004 to February2015, he served on the board of directors of Safeway,Inc., a retail food and drug company. Mr.Gyani holds a B.A. and an M.B.A. from San Francisco State University.
In connection with his election to the Board, to the Company’s compensation program for outside directors, Mr.Gyani was granted an option to purchase 30,000 shares of the Company’s common stock at an exercise price $7.14, the closing price of the Company’s common stock on the Nasdaq Global Select Market on January16, 2019. Such option will vest and become exercisable with respect to one third of the option shares after each year of service. Mr.Gyani will also receive a $50,000 annual retainer for his service on the Board. In addition, Mr.Gyani will be eligible to receive, upon the conclusion of each annual meeting of stockholders beginning in 2020, equity awards with an aggregate grant date fair value of $200,000, 60% in restricted shares and 40% in the form of a stock option, each vesting and becoming exercisable with respect to one third of the equity award after each year of service. The non-employee director compensation program is described in further detail in the Company’s Annual Report on Form10-K/A, which was filed with the SEC on July9, 2018. Mr.Gyani and the Company have entered into an indemnification agreement requiring the Company to indemnify Mr.Gyani to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement was in substantially the form entered into with the Company’s other directors and executive officers. This form is filed as Exhibit10.1 to Synchronoss’ Registration Statement on FormS-1/A (SEC File No.333-132080), as filed with the SEC on May9, 2006. There is no arrangement or understanding between Mr.Gyani and any other person to which Mr.Gyani was appointed as a director. Further, Mr.Gyani does not have any family relationships or related party transactions that are required to be disclosed. The Board has determined that Mr.Gyani is an independent director in accordance with applicable rulesof the SEC and Nasdaq.
About SYNCHRONOSS TECHNOLOGIES,INC. (NASDAQ:SNCR)
Synchronoss Technologies, Inc. (Synchronoss) offers cloud solutions and software-based activation for mobile carriers, enterprises, retailers and original equipment manufacturers (OEMs). The Company operates in providing cloud solutions and software-based activation for connected devices segment. Its software provides consumer and enterprise solutions for transactions on a range of connected devices across the world’s networks. The Company’s solutions include activation and provisioning software for devices and services, cloud-based sync, backup, storage and content engagement capabilities, broadband connectivity solutions, analytics, identity/access management and secure mobility management that enable communications service providers (CSPs), cable operators/multi-services operators (MSOs) and OEMs with embedded connectivity, multi-channel retailers, medium and large enterprises and their consumers, as well as other customers for secure and broadband networks, and connected devices.