Jeffrey Miller
SYNCHRONOSS TECHNOLOGIESAbout Jeffrey Miller
Jeffrey G. Miller, age 61, has served as President, Chief Executive Officer and Director of Synchronoss since March 2021 (interim CEO since September 2020). He joined Synchronoss as Chief Commercial Officer in October 2018. He holds a business degree from Miami University (Ohio) and an MBA from The Ohio State University. 2024 performance: revenue grew 5.7% to $173.6 million and adjusted EBITDA increased 61% to $50.4 million; TSR used in incentives ranked at the 92nd percentile for 2024, though the value of a $100 investment from year-end 2019 stood at $22 at year-end 2024, underscoring long-term share price pressure despite recent turnaround metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchronoss Technologies | President & CEO (interim Sep 2020; permanent Mar 2021–present) | 2020–present | Led pivot to pure-play Cloud; 2024 rev +5.7% and adj. EBITDA +61%; secured long-term carrier extensions and AI features . |
| Synchronoss Technologies | Chief Commercial Officer | 2018–2020 | Commercial leadership prior to CEO transition . |
| IDEAL Industries Technology Group | President | 2017–2018 | Executive leadership role prior to joining Synchronoss . |
| Motorola/Motorola Mobility | Corporate VP & GM, North America Operations; other senior roles | ~2001–2017 | 16-year tenure in senior sales/operations roles . |
| AT&T | Sales/Marketing/Product management roles | prior period | 11-year career in sales, marketing, product management . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Mr. Miller in the 2025 proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 505,000 | 520,000 |
| CEO Target Bonus (% of Salary) | 100% | 100% | 100% (Max 175%) |
| Actual Annual Bonus ($) | 350,000 | 179,400 | 449,280 |
| One-time/Special Bonus ($) | — | — | 50,000 (divestiture objective) |
Performance Compensation
2024 Annual Cash Incentive (Executive Bonus Plan)
| Metric | Weight | Threshold (50% payout) | Target (100%) | Max (175%) | Actual | Payout |
|---|---|---|---|---|---|---|
| Revenue | 40% | $164.4m | $175.0m | $190.0m | $173.6m | 37.4% component payout |
| Net Cash Flow | 40% | $8.0m | $14.0m | $24.0m | $9.4m | 24.7% component payout |
| Adjusted EBITDA | 20% | $37.0m | $47.0m | $57.0m | $50.4m | 24.4% component payout |
| Total Payout | — | — | — | — | — | 86.4% of target (CEO paid $449,280) |
Notes
- A one-time special cash bonus of $50,000 was paid to the CEO for completing a 2023 strategic divestiture objective .
Long-Term Incentives (Design and 2024 Outcomes)
| Plan | Vehicle | Metric Weighting | 2024 Attainment/Outcome | Key Vesting Terms |
|---|---|---|---|---|
| 2024–2026 Performance Units | Performance-based restricted cash units | 1/3 Revenue; 1/3 Adjusted EBITDA; 1/3 TSR vs peers | 140.8% of 2024 tranche; CEO earned 107,384 units for 2024 slice (target 76,267) | Earned annually; units vest after plan (expected Feb 2027) subject to service . |
| 2023–2025 Performance Units | Performance-based restricted cash units | 25% Revenue; 25% Adjusted EBITDA; 50% TSR vs Russell 2000 (adjusted post-divestiture) | 2024 tranche: 155.6% (CEO: 27,415 units); 2023 tranche: 38.6% (CEO: 6,801 units) | Vests after plan (expected Feb 2026), service-based . |
| 2023–2025 Performance Cash | Performance-based cash | 25% Revenue; 25% Adjusted EBITDA; 50% TSR (adjusted) | 2024 tranche: 155.6% (CEO cash earned $1,151,389); 2023 tranche: 38.6% (CEO $285,628) | Paid after 2025 results certified (expected Feb 2026), service-based . |
| 2022–2024 Performance Units | Performance-based restricted cash units | 25% Revenue; 25% Adjusted EBITDA; 50% TSR (adjusted) | 2024 tranche: 155.6% (CEO: 48,212 units); prior years earned at 29.0% (2022) and 38.6% (2023) | Vested in Feb 2025 post-certification . |
| Time-based RSAs (2024 grant) | Restricted stock | n/a | 123,200 shares granted to CEO | 1/3 annually on June 4, 2025, 2026, 2027 . |
Discretionary adjustments: In 2023, the Compensation Committee used discretion to award threshold payouts on TSR due to timing of a reverse split, despite percentile below plan threshold (applies to 2021–2023, 2022–2024, and 2023–2025 plans) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 549,930 shares; 4.8% of outstanding as of April 14, 2025 . |
| Composition | Includes 173,930 restricted shares subject to lapsing repurchase and 15,492 options exercisable within 60 days . |
| Unvested RSAs (CEO) | 123,200 (2024 grant), 35,237 (2023 grant), 15,493 (2022 grant) – market values shown at $9.60/share as of 12/31/24 . |
| Performance Units Outstanding | Targets at 12/31/24: 51,932 (2022–2024), 42,038 (2023–2025), 228,800 (2024–2026) – vest based on performance/service . |
| Stock Options | Multiple legacy grants; e.g., 30,986 options @ $10.44 expiring 7/12/2029; older tranches with higher strikes; many fully exercisable by early 2025 . |
| Hedging/Pledging | Hedging prohibited; pledging/margin use prohibited without Chief Compliance Officer approval . |
| Ownership Guidelines | CEO required to hold shares equal to 5x salary; as of 12/31/2024, CEO is in compliance . |
Upcoming vesting/sale pressure indicators
- RSAs: 1/3 vest each on June 4, 2025/2026/2027 (2024 grant) .
- Performance Units: 2023–2025 settle on or about Feb 2026; 2024–2026 settle on or about Feb 2027 (subject to service/performance) .
- 2022–2024 units vested Feb 2025, potentially increasing liquidity supply post window openings .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Agreement Date | March 2021 . |
| Severance (non‑CIC) | 2x (base salary + average bonus prior 2 years) + 24 months of health benefits (lump sum); release required . |
| Severance (CIC double‑trigger) | If involuntary termination within 120 days before or 24 months after CIC: 2.99x base salary + 2x average bonus + 24 months benefits; time-based equity accelerates; performance awards follow plan terms . |
| Death/Disability | Target bonus (or greater if ascertainable) plus 24 months benefits (disability); time-based equity accelerates; disability bonus pro-rated . |
| Tax Gross‑ups | None; CIC benefits exclude gross-ups . |
| Restrictive Covenants | Company notes restrictive covenants on competition/solicitation for executives (durations not specified) . |
Estimated payments table (12/31/2024 scenario) indicates total CEO package value of ~$3.94 million for CIC double-trigger, ~$2.22 million for death/disability, and ~$1.75 million for non‑CIC termination (methodology per proxy) .
Board Governance and Service
- Board Service: Director since 2021; Class I director; nominated in 2025. Committee: Chair, Business Development Committee (non-independent) .
- Independence: Not independent (CEO); Board Chair is founder Stephen Waldis; if CEO and Chair were combined, guidelines require a Lead Independent Director; independent directors meet in executive sessions .
- Attendance: In 2024, the Board met seven times; every director attended at least 75% of meetings and attended the 2024 annual meeting .
- Director Compensation: CEO receives no additional pay for board service .
Director Compensation (for context; CEO as employee receives none)
- Non-employee director program: $50,000 cash retainer; 2024 annual equity reduced to $120,000 in RSAs due to share availability; committee retainers as disclosed .
Compensation Structure Analysis
- Mix and at-risk shift: CEO at-risk/variable pay increased to ~87% of target in 2024 from ~73% in 2023; equity-heavy design with performance units and RSAs; annual raises in fixed salary were modest (to $520k) .
- Metrics and rigor: 2024 annual bonus weighted to Revenue (40%), Net Cash Flow (40%), Adjusted EBITDA (20%); long-term plans combine revenue, adjusted EBITDA, and relative TSR vs software indices/benchmarks .
- Discretionary actions: 2023 TSR component received discretionary threshold payouts due to reverse split timing; introduces precedence risk for future discretion despite under-threshold TSR percentile .
- Peer benchmarking: Committee references market medians and uses a defined peer set; in 2024, the peer group was refreshed; committee engaged Grant Thornton Advisors (also performs other services) but concluded no conflicts .
- Clawback and policies: Nasdaq-compliant clawback adopted; no hedging; pledging restricted; stock ownership guidelines enforced with compliance overseen .
Equity Ownership & Related Party/Insider Items
- Top holders: 180 Degree Capital 7.7%; Allspring Global 5.1%; CEO 4.8% .
- Section 16: Administrative late Form 4s filed for multiple insiders including CEO in Feb and Apr 2024 .
- Related Party Transactions: None above $120,000 reported since Jan 1, 2024 (excluding compensation) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: ~92% approval at 2024 annual meeting; previously ~96% in 2023, indicating strong shareholder support for executive pay program .
Expertise & Qualifications
- Education: Miami University (business), The Ohio State University (MBA) .
- Industry experience: Telecom/software/services; senior roles at Motorola and AT&T; leadership at IDEAL Industries .
- Board qualification: Deep software/services and company knowledge cited by the Board .
Vesting Schedules and Potential Insider Selling Pressure
| Award | Next Key Dates |
|---|---|
| 2024 RSAs (123,200) | 1/3 each on June 4, 2025; June 4, 2026; June 4, 2027 . |
| 2023–2025 Perf. Units | Earn 2025 tranche in early 2026; vest on or about Feb 2026 (service) . |
| 2024–2026 Perf. Units | Earn annually; vest on or about Feb 2027 (service) . |
These schedule-driven events can create periodic liquidity windows and potential selling pressure, subject to blackout windows and Form 4 reporting.
Performance & Track Record
- 2024 business results highlighted revenue growth (+5.7%) and significantly higher adjusted EBITDA (+61%); more than $20 million in income from operations and $8.8 million in net cash flow; subscriber base >11 million with key carrier renewals/extensions .
- Long-horizon TSR since 2019 remains challenged (value of $100 investment at $22 by 2024 year-end), underscoring execution risk to sustained shareholder value creation despite recent operating progress .
Compensation Peer Group (2024 refresh)
- 2024 peer group included companies such as American Software, BigCommerce, Mitek Systems, OneSpan, Sprout Social, TrueCar, Veritone, Viant, Weave Communications, WM Technology, among others; several prior peers removed due to M&A or size/fit .
Employment & Contracts
- Term and renewals: CEO agreement since March 2021; severance mechanics summarized above; no tax gross-ups; double-trigger CIC standard; equity acceleration treatment specified .
- Non-compete/non-solicit: Company states presence of restrictive covenants to protect the business; durations not specified in proxy .
Investment Implications
- Alignment: High CEO ownership (4.8%) and compliance with 5x salary ownership guideline; heavy at-risk pay (87% in 2024) with multi-year performance metrics and relative TSR promote alignment with shareholders .
- Retention risk: Robust double-trigger CIC protections and multi-year performance cycles (settlements in 2026–2027) support retention; fixed pay is moderate vs peers; however, discretion used in 2023 TSR payouts is a governance watch item .
- Trading signals: Multiple upcoming vesting events (Feb 2026/2027, annual RSA tranches) may create episodic supply; insider policy restricts hedging/pledging and enforces blackout windows, moderating abrupt selling .
- Pay-for-performance: 2024 bonus and LTI paid strongly on adjusted EBITDA and high relative TSR; if revenue growth and cash flow momentum persists, incentive realizations remain favorable; conversely, longer-horizon TSR recovery is still needed (2019–2024 TSR down materially) .