Christina Gabrys
SYNCHRONOSS TECHNOLOGIESAbout Christina Gabrys
Christina B. Gabrys (age 44) is Executive Vice President, Chief Legal Officer, and Secretary of Synchronoss Technologies; she joined in 2016 and advanced through Assistant General Counsel (2018), Chief Compliance Officer (2020), SVP CLO & Secretary (2021), and EVP CLO & Secretary (2024) . She holds a BA from Cornell College, a JD from the University of Illinois College of Law, and an LLM in International Commercial Law from the University of Nottingham . Company performance drivers tied to her incentive plans: 2024 revenue of approximately $173.6 million (93.4% of target), adjusted EBITDA of approximately $50.4 million (121.9% of target), and TSR in the 92nd percentile; these produced strong incentive payouts for NEOs including Gabrys .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchronoss Technologies | Senior Counsel | 2016–2018 | Legal counsel within corporate legal function |
| Synchronoss Technologies | Assistant General Counsel | 2018–2020 | Expanded legal leadership responsibilities |
| Synchronoss Technologies | Chief Compliance Officer | 2020–Jul 2021 | Led compliance; elevated governance rigor |
| Synchronoss Technologies | SVP, Chief Legal Officer & Secretary | Jul 2021–2024 | Senior executive legal leadership |
| Synchronoss Technologies | EVP, Chief Legal Officer & Secretary | 2024–present | Executive leadership role overseeing legal strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Openwave Messaging | Counsel | 2013–2016 | Legal counsel in messaging/software sector |
| Boutique litigation firm (unnamed) | Associate | 2007–2013 | Litigation experience; foundational legal skills |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 281,250 | 300,000 | 330,000 |
| Special/Discretionary Bonus ($) | — | 100,000 | 35,000 |
| All Other Compensation ($) | 7,000 (401(k) match) | 7,000 (401(k) match) | 7,000 (401(k) match) |
| Total Fixed Cash ($) | 288,250 | 407,000 | 372,000 |
Target and maximum annual bonus percentages for 2024: Target 60% of base; Maximum 105% of base .
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Cash Incentive | Revenue | 40% | $175.0m | $173.6m | 37.4% | Cash paid; NEOs awarded based on attainment |
| Net Cash Flow | 40% | $14.0m | ~$9.4m | 24.7% | Cash paid; plan thresholds apply | |
| Adjusted EBITDA | 20% | $47.0m | ~$50.4m | 24.4% | Cash paid; capped plan payout | |
| 2024–2026 Performance Units (Restricted Cash Units) | Revenue | 33.3% | $175.0m | $173.6m | 31.1% | Earned units vest on/about Feb 2027 |
| Adjusted EBITDA | 33.3% | $47.0m | ~$49.9m | 43.0% | Earned units vest on/about Feb 2027 | |
| TSR (percentile) | 33.3% | 50th | 92nd | 66.7% | Earned units vest on/about Feb 2027 |
Gabrys 2024 incentive outcomes:
- Annual bonus: Target $198,000; awarded 86.4% of target; actual $171,072 .
- 2024–2026 Performance Units: 2024 target units 17,333; attainment 140.8%; units earned 24,206; vest on/about Feb 2027 .
- 2023–2025 Performance Cash: 2024 target $100,933; attainment 155.6%; cash earned $157,052; vest on/about Feb 2026 .
- 2022–2024 Performance Units: 2024 target 4,841; attainment 155.6%; units earned 7,533; vested Feb 2025 .
- 2023 Performance period of 2023–2025 Performance Cash: 38.6% attainment; cash earned $38,961; vest on/about Feb 2026 .
Grants of plan-based awards (April 9, 2024): Restricted stock award of 28,000 shares; target 52,000 performance-based restricted cash units; RS vests one‑third on each of the first, second, and third anniversary; performance cash units vest upon committee approval on/about Feb 2027, subject to continued employment .
Summary Compensation (realized and grant-date values):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (grant-date fair value) | 233,333 | 122,677 | 640,000 |
| Option Awards (grant-date fair value) | 77,777 | — | — |
| Non-Equity Incentive Plan Compensation | 101,250 | 107,271 | 171,072 |
| Total Compensation | 700,610 | 636,948 | 1,183,072 |
Equity Ownership & Alignment
Beneficial ownership as of April 14, 2025:
- Shares outstanding: 11,498,479 .
- Christina Gabrys: 82,298 shares; less than 1% .
- Notes: Includes 35,229 restricted shares subject to the Company’s lapsing right of repurchase; includes 2,421 shares subject to options exercisable within 60 days .
Outstanding equity awards (as of Dec 31, 2024):
| Award Type | Quantity | Key Terms |
|---|---|---|
| Options (exercisable) | 118 @ $95.58 exp 4/5/2025; 148 @ $61.92 exp 6/6/2026; 369 @ $48.87 exp 2/20/2027; 1,945 @ $33.66 exp 9/11/2027; 946 @ $26.46 exp 6/14/2028; 556 @ $26.82 exp 8/2/2028 | |
| Options (unexercisable) | 2,421 @ $10.71 exp 7/8/2029 | |
| Restricted Stock (unvested) | 2,421 (market value $23,242); 4,808 (market value $46,157); 28,000 (market value $268,800) | |
| Performance-Based Restricted Cash Units (unearned) | 8,114 (market value $77,894); 5,736 (market value $55,066); 52,000 (market/payout value $499,200) |
Ownership policies:
- Stock ownership guidelines: direct reports to CEO must hold vested shares equal to 3x base salary within five years; Gabrys is still within phase-in period as of 12/31/2024 .
- Prohibitions on hedging and pledging company stock; recoupment/clawback policy adopted consistent with Exchange Act Rule 10D‑1 .
Employment Terms
Tier One Employment Plan (severance economics):
- Involuntary termination (no change in control): Lump‑sum severance equal to 1.5x base salary plus 1.5x average bonus (prior two years) and 12x monthly employer-paid health benefits; equity does not accelerate except as provided by award terms .
- Involuntary termination within 120 days prior to or within 24 months after a change in control (double trigger): Lump‑sum severance equal to 2x base salary plus 2x average bonus and 18x monthly employer-paid health benefits; all time‑based equity awards accelerate; performance awards tied to performance after change in control do not accelerate unless provided in grant .
Estimated payments and benefits (valuation as of 12/31/2023):
| Scenario | Severance ($) | Restricted Stock Acceleration ($) | Benefit Continuation ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination (no CoC) | 622,170 | — | — | 622,170 |
| Death/Disability | 198,000 | 76,992 | — | 274,992 |
| Involuntary termination with CoC (double trigger) | 829,560 | 76,992 | — | 906,552 |
Other governance and compliance:
- Clawback policy in place consistent with Rule 10D‑1 .
- Delinquent Section 16(a) reports: late Form 4 filings on Feb 20, 2024 and Apr 9, 2024 due to administrative error (for multiple insiders including Gabrys) .
- No related party transactions >$120,000 since Jan 1, 2024 .
Performance & Track Record Linkage
| Company Performance Metric | 2024 Result | Incentive Linkage |
|---|---|---|
| Revenue | ~$173.6m (93.4% of target) | Drives annual bonus and LTI payouts |
| Adjusted EBITDA | ~$50.4m (121.9% of target) | Drives annual bonus and LTI payouts |
| TSR | 92nd percentile (plan max for TSR component) | Drove 100% payout in 2024 for TSR component in performance cash/units |
Say‑on‑pay (2025 Annual Meeting):
- Votes For: 5,351,496; Against: 514,874; Abstain: 24,438; Broker Non‑Votes: 2,464,948 .
Company Financial Context (for pay‑for‑performance assessment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 173,756,000* | 164,196,000 | 173,594,000 |
| EBITDA ($) | 6,240,000* | -3,437,000* | 25,926,000* |
*Values retrieved from S&P Global.
Compensation Structure Observations
- Mix shifts toward performance-based restricted cash units (PBR Cash Units) and time-based RS; 2024 LTI split: ~35% restricted stock, ~65% performance-based restricted cash units .
- Annual bonus metrics emphasize revenue and net cash flow (40% each) with adjusted EBITDA (20%); targets and capped payouts mitigate excessive risk-taking .
- TSR included across multi‑year incentives; 2024 TSR performance at 92nd percentile amplified LTI payouts .
- Director and executive policies prohibit hedging/pledging and include clawback provisions; executive ownership guidelines target 3x salary for CEO direct reports, with phase‑in compliance tracking .
Equity Ownership & Alignment Analysis
- Skin‑in‑the‑game: 82,298 shares beneficially owned (<1%); includes meaningful restricted stock subject to lapsing repurchase and some near‑term exercisable options, but overall stake is small vs. total float .
- Ownership guidelines: Gabrys is still in her five‑year phase‑in period to reach 3x salary; committee may reduce future equity grants if non‑compliant at phase‑in end .
- Pledging/Hedging: Prohibited—reduces misalignment risk .
- Vesting and potential selling pressure: 28,000 RS granted on Apr 9, 2024 vest one‑third annually on each anniversary date; 2024–2026 PBR Cash Units vest on/about Feb 2027 contingent on continued employment, implying retention hooks and potential event‑driven liquidity upon vesting .
Employment Terms
- Severance: 1.5x salary+avg bonus (no CoC); 2.0x (with CoC double trigger) plus health benefit multiples; time‑based equity accelerates on double trigger; performance awards tied to post‑CoC metrics generally do not accelerate .
- Estimated economics (as of 12/31/2023) quantify real downside/CoC outcomes: $622k no‑CoC involuntary; $907k double trigger .
- Clawback policy and code of ethics provide enforcement against misconduct and restatements .
Investment Implications
- Alignment: High weighting to objective KPIs (Revenue, Net Cash Flow, Adj. EBITDA, TSR) and strong 2024 TSR percentile (92nd) underpin pay‑for‑performance; prohibition on hedging/pledging and ownership guidelines further align interests .
- Retention risk: Significant unvested RS and performance cash units that require continued employment through Feb 2027 (LTI vest dates) reduce near‑term departure risk, but create identifiable vesting cliffs that can trigger selling pressure around anniversaries and vesting events .
- Trading signals: Upcoming RS vest anniversaries (from the Apr 9, 2024 grant) and the 2027 performance cash unit vest event could add supply; monitor Form 4 activity and any adoption of Rule 10b5‑1 plans, noting administrative late filings in 2024 .
- Change‑of‑control economics: Double‑trigger acceleration and 2x cash severance create incentives for management continuity through strategic events; equity acceleration for time‑based awards and strong TSR linkage may amplify realized pay in successful transaction scenarios .