Martin Bernstein
SYNCHRONOSS TECHNOLOGIESAbout Martin F. Bernstein
Martin F. Bernstein (age 38) has served as an independent director of Synchronoss Technologies since 2021, with committee roles on Audit, Compensation, and Business Development . He is Managing Partner at Amber Hill Capital and previously led Private Investments at B. Riley Principal Investments (Mar 2021–Mar 2024); earlier roles include Anchorage Capital, Bocage Capital, and the investment team at Howard Hughes Medical Institute . Bernstein holds an AB in History from Dartmouth College and brings expertise in capital allocation, governance, financing, and operational turnarounds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B. Riley Principal Investments | Head of Private Investments | Mar 2021–Mar 2024 | Led investments across capital structures and turnarounds |
| Anchorage Capital | Investor (public equities, PE, credit, distressed) | Not disclosed | Led investments from NY and London offices |
| Bocage Capital | Analyst | Not disclosed | Investment analysis |
| Howard Hughes Medical Institute (Endowment) | Investment Team | Not disclosed | Institutional investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amber Hill Capital | Managing Partner | Current | Independent sponsor investing alongside family offices |
| Granite Medspa Holdings, LLC | Board Member | Current | Private company board service |
Board Governance
| Item | Detail |
|---|---|
| Board Independence | Board determined Bernstein is independent under Nasdaq rules; only the Chair (Waldis) and CEO (Miller) are non-independent . |
| Committees | Audit; Compensation; Business Development . |
| Committee Activity (2024) | Audit: 7 meetings; Compensation: 13 meetings; Business Development: 7 meetings . |
| Attendance | Each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting . |
| Executive Sessions | Independent directors meet in regularly scheduled executive sessions . |
| Leadership Structure | Chair (Waldis) separate from CEO (Miller); policy provides for Lead Independent Director if roles are combined (not currently combined) . |
| Compensation Committee Practices | Uses Grant Thornton Advisors (GT); GT also provided tax/compliance and foreign statutory audit services; committee assessed independence and found no conflicts . |
| Interlocks | No compensation committee interlocks or insider participation disclosed for 2024 . |
| Clawback | Board adopted a clawback policy per Nasdaq Rule 10D-1 . |
| Insider Trading Policy | Prohibits hedging and pledging; margin accounts/pledging require CCO approval . |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 50,000 | Non-employee director program . |
| Audit Committee Member | 10,000 | Annual cash retainer for committee members . |
| Compensation Committee Member | 7,500 | Annual cash retainer for committee members . |
| Business Development Committee Member | 5,000 | Annual cash retainer for committee members . |
| Total Cash Fees (Bernstein 2024) | 72,500 | Matches program components above . |
Performance Compensation
| Equity Type | 2024 Grant Value ($) | Vesting | Notes |
|---|---|---|---|
| Restricted Stock Awards (RSAs) | 96,000 | 2024 director RSAs vest on anniversary of grant date . | |
| Program Change (2024) | — | — | Annual director equity target reduced from $200,000 to $120,000 due to limited share availability under the 2015 Plan . |
| Initial Option Grant (Program) | — | Vests 1/3 annually over 3 years | Program provides a non-qualified option to purchase 3,334 shares at initial appointment (program detail; not director-specific timing disclosed) . |
Note: Director equity is time-based; no director performance metrics (e.g., revenue/EBITDA/TSR) apply to non-employee director awards .
Other Directorships & Interlocks
| Person | Other Public Boards | Private/Other Boards | Interlocks/Notes |
|---|---|---|---|
| Martin F. Bernstein | None disclosed | Granite Medspa Holdings, LLC | No related-party transactions >$120k; none proposed . No comp committee interlocks in 2024 . |
Expertise & Qualifications
- Capital allocation, governance, financing, operational turnarounds; cross-sector investing across technology, transportation, aerospace, manufacturing, power, infrastructure, wellness .
- Education: AB in History, Dartmouth College .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Martin F. Bernstein | 63,832 | <1% | Includes 24,000 restricted shares subject to lapsing right of repurchase . |
| Director Ownership Guideline | — | — | Directors must hold shares equal to 3× annual cash retainer ($150,000); all directors met or were within 3-year accumulation period as of 12/31/2024 . |
| Pledging/Hedging | — | — | Hedging prohibited; pledging requires CCO approval . |
Governance Assessment
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Strengths
- Independent director serving on three key committees (Audit, Compensation, Business Development), indicating broad governance engagement and expertise .
- Documented independence; regular executive sessions; strong attendance (≥75%) and participation in high-frequency committees (e.g., Compensation: 13 meetings) .
- Ownership alignment: meaningful beneficial stake (63,832 shares) alongside director ownership guidelines; board reports directors are at/above guideline or in accumulation .
- Formal clawback policy; robust insider trading policy prohibiting hedging and pledging; structured committee oversight of risk (Audit primary) .
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Compensation Structure Signals
- Director compensation balanced between cash and equity (Bernstein 2024: $72,500 cash; $96,000 equity), reflecting typical non-employee director pay; temporary reduction in equity value in 2024 due to share availability .
- Compensation committee uses external consultant (GT) and assessed independence despite additional services; advisable ongoing monitoring of consultant conflicts .
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Shareholder Feedback
- 2024 say-on-pay support at approximately 92%, indicating broad investor acceptance of compensation practices; though this pertains to NEOs, it supports committee oversight credibility .
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RED FLAGS and Watch Items
- Administrative late Form 4 filings on April 9, 2024 for multiple insiders, including Bernstein; while disclosed as administrative error, repeated timeliness issues can affect investor confidence if persistent .
- 180 Degree Capital is a significant holder (7.7%); director Kevin Rendino assigns his compensation to 180 Degree; while related-party transactions were none, governance should ensure independence and avoid undue influence through Business Development Committee overlaps .
- Consultant (GT) provided other firm services; committee concluded no conflicts; monitor ongoing independence and potential fee-related dependencies .