Laurie Harris
SYNCHRONOSS TECHNOLOGIESAbout Laurie L. Harris
Independent director of Synchronoss Technologies since 2019; age 66. Harris is Audit Committee Chair, a member of the Nominating/Corporate Governance Committee, and the Board-designated “audit committee financial expert.” She spent 25 years as a global engagement audit partner at PwC (retired 2018), holds a B.S. in Business Administration from the University of Southern California, and is a licensed CPA in New York and California .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Global Engagement Audit Partner | 25 years; retired 2018 | Led audit engagements for large public, PE-backed, and Fortune 100 companies; deep financial reporting and controls expertise |
External Roles
| Company | Role | Notes |
|---|---|---|
| International Workplace Group, plc | Director | Current public company directorship |
| Hagerty, Inc. | Director | Current public company directorship |
| Several private company boards | Director | Not individually named in proxy |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director under Nasdaq rules |
| Board/Committee roles | Audit (Chair); Nominating/Corporate Governance (member) |
| Financial expert | Designated Audit Committee financial expert by the Board |
| Attendance | In 2024 the Board met 7 times; each director attended at least 75% of Board and committee meetings; all then‑serving directors attended the 2024 Annual Meeting |
| Committee activity (2024) | Audit Committee: 7 meetings, 2 actions by UWC; Nominating/Corporate Governance: 4 meetings |
| Executive sessions | Independent directors meet in regular executive sessions |
Fixed Compensation
| Component | Amount / Terms |
|---|---|
| Annual cash retainer | $50,000 |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating/Corporate Governance $10,000; Business Development $10,000 |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating/Corporate Governance $5,000; Business Development $5,000 |
| Initial equity grant (non‑employee directors) | Non‑qualified stock options to purchase 3,334 shares; vest 1/3 annually |
| Annual equity grant | Restricted stock awards; normal policy target fair value $200,000; for 2024, reduced to an aggregate of 12,000 restricted shares per director due to plan share availability; RSAs vest on first anniversary of grant |
| Harris – Director Fees & Equity (USD) | 2023 | 2024 |
|---|---|---|
| Cash fees | $75,000 | $75,000 |
| Stock awards (grant‑date fair value) | $74,663 | $96,000 |
| Total | $149,663 | $171,000 |
Performance Compensation
| Element | Design | Metrics/Notes |
|---|---|---|
| Director equity | Time‑based restricted stock awards; annual grant (reduced to share cap in 2024); vests on first anniversary | No performance metrics in director pay; equity aligns director interests with shareholders |
Other Directorships & Interlocks
- Current public boards: International Workplace Group, plc; Hagerty, Inc. .
- Compensation Committee interlocks: Company discloses no interlocks; none of SNCR’s Compensation Committee members served as officers of SNCR, and no SNCR executive served on another issuer’s comp committee/board with SNCR’s comp committee members in the prior year .
Expertise & Qualifications
- CPA (NY & CA); Audit Committee Financial Expert (SEC Item 407(d)) .
- 25 years auditing large public and Fortune 100 companies at PwC; strong financial reporting, internal control, and risk oversight capabilities .
- Governance experience across multiple boards; currently serves on Nominating/Corporate Governance at SNCR .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged/Hedged |
|---|---|---|---|
| Laurie L. Harris | 61,021 | <1% | No pledging/hedging disclosed; company policy prohibits hedging and pledging without approval |
- Shares outstanding as of April 14, 2025: 11,498,479 .
- Director ownership guidelines: 3x annual cash retainer ($150,000) required; as of Dec 31, 2024, each director met the guideline or was within the 3‑year accumulation period .
Related-Party & Conflicts Check
- Related‑party transactions: Company reports none >$120,000 involving directors or related persons since Jan 1, 2024; Audit Committee reviews/approves any such transactions under written policy .
- Section 16 compliance: A late Form 4 filing occurred on April 9, 2024 for all directors (including Harris) due to administrative error .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Item | Outcome |
|---|---|---|
| 2025 Annual Meeting | Advisory vote on executive compensation | Approved: For 5,351,496; Against 514,874; Abstain 24,438; Broker non‑votes 2,464,948 |
| 2024 Annual Meeting | Advisory vote on executive compensation | Approved: For 4,006,526; Against 355,475; Abstain 13,487; Broker non‑votes 1,717,453 |
| 2024 Say‑on‑Pay Support | Company disclosure | ~92% of shares voted supported Say‑on‑Pay |
Governance Assessment
- Strengths
- Independent Audit Chair with CPA credential and SEC-designated financial expert status; active committee cadence (7 Audit meetings in 2024) supports robust oversight of reporting, controls, and cybersecurity risk .
- Clear director equity ownership guidelines and board‑level compliance; equity‑only director pay structure aligns with shareholders (time‑based RSAs) .
- No related‑party transactions disclosed; independent director executive sessions held .
- Strong shareholder support for Say‑on‑Pay in 2024–2025; signals positive governance and pay practices .
- Watch items
- Late Form 4 filing in April 2024 (administrative error); minor procedural lapse but noteworthy for control rigor .
- 2024 reduction of director equity award value to an aggregate share amount due to limited plan shares underscores capital structure/share reserve constraints; however, preserves alignment while managing dilution .
Appendix: Key Board/Committee Facts Relevant to Harris’ Role
- Board structure: Classified board; Harris is a Class I nominee for the 2025 meeting (term to 2028 if elected) .
- Harris’ committees and independence: Audit (Chair), Nominating/Corporate Governance; independent director .
- Audit Committee remit (selected): financial statements integrity, auditor oversight, internal controls, IT/cybersecurity risk oversight, and related‑party approvals .