Kevin Rendino
SYNCHRONOSS TECHNOLOGIESAbout Kevin M. Rendino
Kevin M. Rendino (age 58) is an independent director of Synchronoss Technologies (SNCR) since December 2023. He is Chairman, CEO, and Portfolio Manager of 180 Degree Capital Corp., with prior leadership of BlackRock/Merrill Lynch’s Basic Value Fund and board service at Synacor, TheStreet, and Rentech. He holds a B.S. from Boston College and brings deep capital markets and value investing expertise to SNCR’s board. Independence status: Yes; current SNCR committees: Audit and Business Development; tenure: Director since 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 180 Degree Capital Corp. | Chairman, CEO, Portfolio Manager; Director | CEO/PM since Mar 2017; Director since Jun 2016 | Leads investment strategy and governance; frequent public markets contributor . |
| BlackRock/Merrill Lynch | Value Team Leader, Basic Value Fund | ~20 years (ended 2012) | Oversaw 11 funds; $13B AUM; public market performance recognition . |
| RJG Capital | Chairman & CEO | 2012–2016 | Investment leadership . |
| Rentech Inc. | Director | 2016–2018 | Board service . |
| TheStreet, Inc. | Director | 2017–2019 | Board service through sale . |
| Synacor | Director | 2019–2021 | Board service through sale . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 180 Degree Capital Corp. (public) | Chairman, CEO, Portfolio Manager; Director | Since 2016/2017 | Current public company board; investment manager; later combined with Mount Logan in 2025 . |
| Media/Industry | Contributor | Ongoing | CNBC, Bloomberg TV, Fox Business, NYT, WSJ commentary . |
Board Governance
- Board structure: Classified board of seven; Rendino is a continuing director; independence affirmed annually; independent directors meet in executive sessions .
- Committee assignments and activity:
- Audit Committee member; committee met 7 times in 2024; responsibilities include financial reporting integrity, IT/cyber risk oversight, and approval of related-party transactions .
- Business Development Committee member; committee met 7 times in 2024; reviews strategic growth opportunities .
- Attendance: In 2024, the Board met 7 times; each director attended at least 75% of Board and applicable committee meetings .
Fixed Compensation
| Component | Amount/Terms | 2024 Actual for Rendino |
|---|---|---|
| Annual Cash Retainer | $50,000 (non-employee director) | Fees earned: $65,000 (includes committee retainers) . |
| Committee Chair Retainer | $20,000 (Audit); $15,000 (Comp); $10,000 (Nominating); $10,000 (Business Dev.) | Not a chair . |
| Committee Member Retainer | $10,000 (Audit); $7,500 (Comp); $5,000 (Nominating); $5,000 (Business Dev.) | Member: Audit and Business Development . |
| Annual Equity Grant | Restricted stock; target $200,000 grant date fair value; 2024 reduced to $120,000 due to plan share constraints | Stock awards: $96,000 for 2024 (aggregate grant value reduction to 12,000 shares across directors) . |
| Initial Equity Grant | Non-qualified stock option to purchase 3,334 shares (standard program) | Specific to Rendino: option to purchase 30,000 shares at grant on Dec 4, 2023; vests 1/3 annually over 3 years . |
| Indemnification | Standard Delaware-law indemnification agreement | Executed upon appointment . |
| Assignment of Compensation | Rendino assigns all cash and equity director compensation to 180 Degree Capital | Noted in proxy footnote . |
Note: Non-employee director program equity vesting is time-based; 2024 equity award values were reduced due to limited shares under the 2015 plan .
Performance Compensation
- No performance-based director compensation disclosed (director equity is time-based RSUs/options). Performance metrics apply to executives, not directors .
Other Directorships & Interlocks
| Company | Market | Role | Interlock/Notes |
|---|---|---|---|
| 180 Degree Capital Corp. | Nasdaq | Chairman, CEO, PM; Director | 180 Degree beneficially owned 7.7% of SNCR as of Apr 14, 2025; Rendino also reported 7.9% beneficial ownership including assignments; potential alignment/conflict consideration . |
| Synacor (past) | Former Nasdaq | Director | Prior public company board . |
| TheStreet (past) | Former Nasdaq | Director | Prior public company board . |
| Rentech (past) | Nasdaq (past) | Director | Prior public company board . |
Expertise & Qualifications
- Capital markets/value investing leader; 3+ decades on Wall Street; led $13B AUM value platform at BlackRock/Merrill Lynch; frequent media contributor .
- Financial literacy suitable for Audit Committee work; SNCR Audit responsibilities explicitly include financial reporting, controls, and related-party approvals .
- Education: Boston College, B.S. (Carroll School of Management) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kevin M. Rendino | 914,005 | 7.9% | As of Apr 14, 2025; assignment of director grants to 180 Degree noted; beneficial ownership includes shared voting/dispositive elements per filings . |
| 180 Degree Capital Corp. | 888,893 | 7.7% | Shared voting/dispositive power; address reflected in Schedule 13D; SMA shares disclaimed . |
| Form 3 (Dec 4, 2023) | 7,496,196 (indirect via 180 Degree and SMA) | N/A | Rendino disclaims beneficial ownership except pecuniary interest; filed on appointment . |
| Mount Logan Capital Inc. (post-combination) | 867,899 | 7.5% | 13G notes assignment of director securities from Rendino to 180 Degree and transfer to Mount Logan after business combination (Sept 12, 2025) . |
- Director stock ownership guidelines: Directors must hold shares equal to 3x annual cash retainer ($150,000); as of Dec 31, 2024 all directors either met guidelines or were within accumulation period .
- Hedging/pledging: Hedging prohibited; pledging prohibited without CCO approval .
Governance Assessment
- Board effectiveness and engagement: Rendino participates on Audit and Business Development committees that were active in 2024 (7 meetings each), with the Board confirming minimum 75% attendance across directors; supports robust financial oversight and strategic review .
- Independence and conflicts:
- Independence affirmed by SNCR under Nasdaq standards; no family relationships; appointment not based on any understanding with the Company .
- Potential conflict indicator: Significant shareholder affiliation via 180 Degree; he assigns all director cash/equity to 180 Degree, and Audit Committee (of which he is a member) approves related-party transactions. Company disclosed no related-party transaction requiring Item 404(a) disclosure at appointment; governance mitigant includes Audit oversight and independent director sessions .
- Director compensation mix and alignment: Cash retainers plus time-based equity; explicit director ownership guidelines; assignment of director compensation to 180 Degree increases alignment with a concentrated shareholder but may raise perceived conflict optics .
- Shareholder feedback: Say-on-pay support ~92% in 2024, indicating investor confidence in compensation governance (executive program) .
Red flags to monitor
- Interlock/ownership: Dual role as CEO of a 7%+ holder; ensure recusals on any matters involving 180 Degree/Mount Logan and vigilant related-party review by Audit Committee .
- Equity assignment: Transfer of economic and voting rights of director grants to 180 Degree (later Mount Logan) may affect perceived independence; continued disclosure and committee oversight mitigate risk .
- Options grant sizing: Initial appointment option grant of 30,000 shares (Dec 4, 2023) differs from standard program option size; assignment to 180 Degree disclosed; monitor ongoing equity awards for consistency and potential dilution concerns .
Appendix: Committee Detail (Rendino-relevant)
| Committee | 2024 Meetings | Mandate |
|---|---|---|
| Audit | 7 | Financial statements integrity; IT/cyber risk; internal controls; related-party transaction approval; auditor oversight . |
| Business Development | 7 | Strategic business development and growth opportunities review . |