Mohan Gyani
SYNCHRONOSS TECHNOLOGIESAbout Mohan S. Gyani
Independent director at Synchronoss Technologies (SNCR) since 2019; age 73. Gyani is Chair of the Compensation Committee and a member of the Business Development Committee. He previously served as President & CEO of AT&T Wireless Mobility Services (2000–2003) and EVP & CFO of AirTouch (1994–1999). He holds a bachelor’s degree and an MBA from San Francisco State University. The Board classifies him as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Wireless Mobility Services | President & Chief Executive Officer | 2000–2003 | Led mobility services unit; senior telecom operating experience |
| AirTouch | Executive Vice President & Chief Financial Officer | 1994–1999 | Senior finance leadership in wireless industry |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Digital Turbine, Inc. | Director | Current | Public company directorship; committee roles not disclosed in SNCR proxy |
Board Governance
- Independence: Independent director; Board determined all directors except Chair Stephen Waldis and CEO Jeffrey Miller are independent under Nasdaq rules.
- Committees and roles:
- Compensation Committee: Chair; 13 meetings in 2024; committee oversees exec pay strategy, performance goals/metrics, equity plans, clawback oversight, consultant retention.
- Business Development Committee: Member; 7 meetings in 2024; reviews strategic growth opportunities.
- Attendance and engagement: Board met 7 times in 2024 with 3 unanimous written consents; each director attended at least 75% of Board and respective committee meetings; all then-serving directors attended the 2024 annual meeting.
- Leadership structure: Non-executive Chair (founder Stephen Waldis) and separate CEO; no Lead Independent Director disclosed. Independent directors meet in regular executive sessions.
- Clawback and trading policies: Company has a clawback policy compliant with Nasdaq Rule 10D-1. Insider Trading Policy prohibits hedging and pledging (or margin accounts) without Chief Compliance Officer approval.
- Related-party oversight: Audit Committee reviews and approves related-party transactions; none >$120,000 involving related persons since Jan 1, 2024 were disclosed.
Fixed Compensation (Director)
| Component | Amount / Policy | 2024 Amount for Gyani |
|---|---|---|
| Annual Cash Retainer | $50,000 (paid quarterly) | $50,000 |
| Committee Chair Fee | Compensation Committee Chair: $15,000 | $15,000 |
| Committee Member Fee | Business Development Committee member: $5,000 | $5,000 |
| Fees Earned or Paid in Cash (Total) | Sum of the above | $70,000 |
Notes: Meeting fees are not listed; reasonable expenses reimbursed.
Performance Compensation (Director)
| Equity Element | Policy / Terms | 2024 Disclosure for Gyani |
|---|---|---|
| Annual Equity Grant | Restricted stock; normal policy grant-date fair value $200,000; for 2024, Board voluntarily reduced annual equity to $120,000 due to limited share availability; vests on anniversary of grant date. | Stock awards (grant-date fair value): $96,000; vest on anniversary (grant date not specified in proxy) |
| Initial Equity (on joining Board) | Non-qualified stock option to purchase 3,334 shares; vests one-third annually over 3 years (policy). | Not newly applicable in 2024 (joined 2019) |
Performance metrics: SNCR does not use performance-conditioned equity for non-employee directors; time-based restricted stock is used.
Other Directorships & Interlocks
- Current public company boards: Digital Turbine (APPS). No SNCR-disclosed committee roles there.
- Compensation Committee interlocks: None—no member of SNCR’s Compensation Committee (including Gyani) has served as an officer of SNCR; no reciprocal board/comp-committee interlocks with SNCR executives.
Expertise & Qualifications
- Telecom leadership (former CEO of AT&T Wireless Mobility Services; former CFO of AirTouch).
- Financial oversight and compensation governance (Compensation Committee Chair).
- Education: BA and MBA, San Francisco State University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Mohan S. Gyani | 59,389 | <1% | Includes 24,000 shares of restricted common stock subject to the Company’s lapsing right of repurchase. |
| Director Ownership Guidelines | 3x annual cash retainer ($150,000) required; assessed annually; new directors have 3 years to comply. As of Dec 31, 2024, each director met the requirement or was within the accumulation period. | Policy |
Anti-hedging/pledging: Hedging prohibited; pledging or margin accounts prohibited without pre-approval. No pledged shares by Gyani are disclosed.
Insider Trades (Form 4 Filings)
| Date | Form | Notes |
|---|---|---|
| April 9, 2024 | Form 4 (late filing) | Late due to administrative error; applies to directors including Mohan S. Gyani. |
Compensation Committee Analysis (as Chair)
- Committee activity and scope: 13 meetings in 2024; oversees strategy, metrics, pay mix, equity plans, clawback enforcement; recommends non-employee director compensation; may retain independent advisors.
- Consultant independence: Retained Grant Thornton Advisors LLC (GT) in 2024; GT also provided global tax, compliance, and certain foreign statutory audits; Committee assessed and concluded no conflict of interest.
- Say-on-Pay support: 92% approval at 2024 annual meeting—indicates broad shareholder support for executive pay framework.
Governance Assessment
- Strengths:
- Independent Chair of Compensation Committee with deep telecom and finance background; high committee cadence (13 meetings), robust remit, clawback enforcement, and strict anti-hedging/pledging policy.
- Independence affirmed; no related-party transactions involving directors; no comp committee interlocks disclosed.
- Director ownership guidelines in place; company reports guideline compliance or progress across the board.
- Strong Say-on-Pay outcome (92%).
- Watch items / potential red flags:
- Compensation consultant also provided non-comp services; independence deemed intact, but multi-service engagement warrants continued monitoring.
- Late Form 4 filing (administrative error) noted for April 9, 2024—minor process blemish; ensure controls remain tight.
- No designated Lead Independent Director; governance relies on independent executive sessions and committee leadership while founder serves as Chair.
Overall, Gyani’s profile (Compensation Chair, seasoned telecom operator/financial executive, independent status, meaningful equity ownership) is supportive of board effectiveness and investor alignment, with limited conflict signals and strong shareholder support for compensation outcomes.