Kristin Rinne

About Kristin S. Rinne

Kristin S. Rinne (age 70) has served as an independent director of Synchronoss since 2018 and is currently Chair of the Nominating/Corporate Governance Committee, while also serving on the Audit and Compensation Committees. She retired from AT&T in 2014 after leading network technologies, and previously held CTO and senior technology roles at Cingular Wireless, SBC Wireless, and Southwestern Bell Mobile Services; she holds a bachelor’s degree from Washburn University and is a “Women in Technology Hall-of-Famer” and member of the “Wireless Hall of Fame.” Her board term is a Class II seat ending in 2026.

Past Roles

External Roles

Board Governance

• Independence: Independent under Nasdaq Rule 5605(a)(2); listed “Yes” on director matrix.
• Board/class: Seven-member classified board; Rinne is Class II, term ends 2026.
• Attendance: In 2024, the Board met 7 times; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
• Committee memberships and 2024 meeting cadence:
  • Nominating/Corporate Governance (Chair): Met 4 times; all members independent.
  • Compensation: Member; met 13 times and acted by unanimous written consent twice in 2024; all members independent.
  • Audit: Member; met 7 times and acted twice by unanimous written consent in 2024; all members independent.

Fixed Compensation

Program structure (non-employee directors):

• Annual cash retainer: $50,000; Committee chair retainers: Audit $20,000, Compensation $15,000, Nominating/Gov $10,000, Business Development $10,000; Committee member retainers: Audit $10,000, Compensation $7,500, Nominating/Gov $5,000, Business Development $5,000.
• Initial equity grant: Non-qualified stock option to purchase 3,334 shares (vest one-third annually).
• Annual equity grant: Restricted stock awards with target grant-date fair value of $200,000 (reduced to $120,000 in 2024 and 2023 due to share availability).
• Director stock ownership guidelines: Each director must own shares equal to 3x annual cash retainer (currently $150,000); as of Dec 31, 2024, all directors met or were within their 3-year accumulation window.

Performance Compensation

Other Directorships & Interlocks

• Compensation Committee interlocks: None; no officer/employee service by committee members; no reciprocal board/comp committee interlocks with executive officers of other entities.

Expertise & Qualifications

• Telecom and wireless technology leadership (AT&T network tech, CTO of Cingular, SBC Wireless strategy, Southwestern Bell ops).
• Standards and industry governance (Chair at 3G Americas and ATIS).
• Recognitions: Women in Technology Hall of Fame; Wireless Hall of Fame; Fierce Wireless Top 10 Influential Women in Wireless (2011–2014).
• Education: Bachelor’s degree, Washburn University.

Equity Ownership

Policies impacting alignment:

• Director stock ownership guidelines (3x retainer, $150,000) – compliant or within accumulation window as of 12/31/2024.
• No hedging of company securities by directors.

Governance Assessment

• Committee leadership and effectiveness: Rinne chairs Nominating/Gov and serves on Audit and Compensation, with high meeting cadence in 2024 (Audit 7, Comp 13, Nom/Gov 4), and board-wide attendance compliance (≥75%); this supports strong governance engagement.
• Independence: Affirmed independent under Nasdaq rules across committee memberships.
• Director compensation mix: Tilted toward equity with time-based RSAs; equity program reduced due to share availability in 2023–2024, which limits dilution while maintaining alignment; cash decreased YoY for Rinne ($82,500 → $77,500).
• Ownership alignment: 68,515 shares beneficially owned; guidelines require 3x retainer and are met or within window, and hedging is prohibited—supportive of alignment.
• Related-party/Conflicts: No related-party transactions over $120,000 since Jan 1, 2024; Compensation Committee interlocks report no interlocks or officer relationships.
• Advisor independence: 2025 Compensation Committee retained Grant Thornton Advisors LLC (also provided global tax/compliance and certain statutory audits for foreign entities); independence assessed and no conflict found—a watch item given multi-service engagement. In 2023, Deloitte served only as comp consultant and independence was affirmed.
• Compliance signals: Late Form 4 filings on Apr 9, 2024 for all directors due to administrative error; minor procedural red flag but disclosed and attributed to administration.
• Shareholder support signals: Say-on-pay approvals—2025: For 5,351,496; Against 514,874; Abstain 24,438; broker non-votes 2,464,948. 2024: For 4,006,526; Against 355,475; Abstain 13,487; broker non-votes 1,717,453. Indicates sustained majority support for compensation program.

RED FLAGS to monitor:

• Administrative delays in Section 16 filings (Apr 9, 2024) warrant continued monitoring of reporting controls.
• Compensation consultant also providing other services (2025 GT Advisors) can pose perceived conflicts despite committee’s independence conclusion; ensure continued robust independence assessment.

Positive signals:

• Strong committee engagement and independent oversight (Nominating/Gov, Audit, Compensation).
• Clear ownership guidelines and prohibition on hedging (alignment).
• No related-party transactions and no interlocks—supports governance integrity.

Director Compensation Details (Program Reference)

Say-on-Pay & Shareholder Feedback

Committee Composition and Meetings (2024)

Related Party Transactions

• None >$120,000 since January 1, 2024; Audit Committee oversees related-person transactions under written policies; Compensation Committee approves transactions involving compensation for directors/executives.

Notes on Attendance and Engagement

• Board policy encourages director attendance at Annual Meeting; all directors attended in 2024.
• Each director attended at least 75% of Board and applicable committee meetings in 2024.