Patrick Doran
SYNCHRONOSS TECHNOLOGIESAbout Patrick Doran
Patrick J. Doran (age 52) is Executive Vice President and Chief Technology Officer at Synchronoss Technologies, serving as CTO since January 2007 and with the company since 2002; he holds a B.S. in computer and systems engineering from Rensselaer Polytechnic Institute and an M.S. in Systems and Industrial Engineering from Purdue University . Company performance tied to his incentive plans: 2024 revenue grew 5.7% to $173.6 million and adjusted EBITDA rose 61% to $50.4 million; TSR ranked in the 92nd percentile versus the S&P Software & Services Index in 2024, which drove above-target long-term incentive payouts . Executive pay design emphasizes pay-for-performance with cash bonuses and multi-year PSU/PCU metrics in revenue, adjusted EBITDA, and TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synchronoss Technologies | VP R&D; Chief Architect | 2002–2006 | Not disclosed in proxy |
| Agility Communications | Senior Development Engineer | 2000–2002 | Not disclosed in proxy |
| AT&T/Lucent | Member of Technical Staff | 1996–2000 | Not disclosed in proxy |
| General Dynamics | Software Engineer | 1995–1996 | Not disclosed in proxy |
External Roles
- No current external directorships or outside roles disclosed in the proxy for Patrick Doran .
Fixed Compensation
Multi-year compensation summary (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $379,890 | $388,750 | $400,000 |
| Bonus (one-time/special) | $0 | $0 | $35,000 |
| Stock Awards (grant-date fair value) | $583,333 | $306,572 | $1,040,000 |
| Option Awards (grant-date fair value) | $194,445 | $0 | $0 |
| Non-Equity Incentive Plan Compensation (annual cash bonus) | $188,650 | $214,676 | $293,760 |
| All Other Compensation (incl. 401k match) | $7,000 | $7,000 | $7,000 |
| Total Compensation | $1,353,318 | $916,998 | $1,775,760 |
2024 annual cash incentive design and outcome:
| Component | Weight | Threshold (50%) | Target (100%) | Max (175–200%) | Actual 2024 | Payout Weight Contribution |
|---|---|---|---|---|---|---|
| Revenue | 40% | $164.4m | $175.0m | $190.0m | $173.6m | 23.3% of plan (37.4% of component) |
| Net Cash Flow | 40% | $8.0m | $14.0m | $24.0m | $9.4m | 9.9% of plan (24.7% of component) |
| Adjusted EBITDA | 20% | $37.0m | $47.0m | $57.0m | $50.4m | 24.4% of plan (121.9% vs target) |
| Resulting 2024 Cash Bonus | — | — | — | — | 86.4% of target | $293,760 paid |
| Special Cash Bonus | — | — | — | — | Divestiture completion | $35,000 paid 7/31/2024 |
Target and max bonus opportunity:
| Item | Value |
|---|---|
| Target Incentive Bonus % | 85% of base salary |
| Maximum Bonus % | 148.75% of base salary |
Performance Compensation
2022–2024 Performance-Based Restricted Cash Units (PCUs) – earned by year and vesting:
| Year | Target Units | Attainment % | Units Earned | Vesting Status |
|---|---|---|---|---|
| 2022 | 12,103 | 29% | 3,510 | Vested Feb 2025 (10) |
| 2023 | 12,104 | 38.6% | 4,672 | Vested Feb 2025 (10) |
| 2024 | 12,103 | 155.6% | 18,833 | Vested Feb 2025 (10) |
| Total | 36,311 | — | 27,015 | Vested Feb 2025 (10) |
2023–2025 Performance-Based Restricted Cash Units (PCUs) – earned to date:
| Year | Target Units | Attainment % | Units Earned | Vesting Status |
|---|---|---|---|---|
| 2023 | 6,008 | 38.6% | 2,319 | Vests ~Feb 2026 if employed (11) |
| 2024 | 6,008 | 155.6% | 9,348 | Vests ~Feb 2026 if employed (11) |
| 2025 | 6,007 | TBD | TBD | Determined in 2026 (11) |
| Total Target | 18,023 | — | — | — |
2023–2025 Performance Cash (long-term cash plan) – earned to date (USD):
| Year | Target Cash | Attainment % | Cash Earned |
|---|---|---|---|
| 2023 | $252,267 | 38.6% | $97,375 |
| 2024 | $252,267 | 155.6% | $392,527 |
| 2025 | $252,266 | TBD | TBD |
2024–2026 Performance-Based Restricted Cash Units (PCUs) – grant and 2024 attainment:
| Item | Value |
|---|---|
| 2024–2026 Target Units | 84,500 |
| 2024 Portion Target Units | 28,167 |
| 2024 Attainment | 140.8% |
| Metrics & Weights | Revenue (33.3%), Adjusted EBITDA (33.3%), TSR vs S&P Software & Services (33.3%) |
| 2024 Metric Outcomes | Revenue payout 31.1%; Adjusted EBITDA 43%; TSR 66.7% |
| Vesting | Pays (cash or shares at Committee’s discretion) after Feb 2027 if employed |
Time-based restricted stock awards (RSAs) – 2024 grant:
| Grant | Shares | Vesting Schedule |
|---|---|---|
| 4/9/2024 RSAs | 45,500 | One-third on each of Jun 4, 2025; Jun 4, 2026; Jun 4, 2027 (9) |
Design notes:
- 2024 annual cash bonus metrics: Revenue (40%), Adjusted Net Cash Flow (40%), Adjusted EBITDA (20%) .
- Long-term plans use revenue, adjusted EBITDA, and TSR relative percentiles with payouts from 0–200% of target; Committee has discretion (used in 2023 TSR due to reverse split timing to pay threshold) .
Equity Ownership & Alignment
Beneficial ownership as of April 14, 2025:
| Holder | Shares | % of Outstanding |
|---|---|---|
| Patrick Doran | 206,286 | 1.8% |
Vested vs unvested shares and options (as of Dec 31, 2024):
| Category | Count | Market/Terms |
|---|---|---|
| Unvested RSAs (2022 grant) | 6,052 | $58,099 market value (at $9.60/sh) |
| Unvested RSAs (2023 grant) | 12,015 | $115,344 market value |
| Unvested RSAs (2024 grant) | 45,500 | $436,800 market value |
| Options Exercisable (examples) | 2,497 @ $95.58; 3,310 @ $61.92; 5,116 @ $48.87; 7,508 @ $26.46; 12,104 @ $10.71 | Market price $9.60 on 12/31/2024; many strikes exceed market price |
| Options Unexercisable | 6,052 @ $10.71 (vesting through 2025) | — |
| Performance Units (targets outstanding) | 2023–2025: 14,334 target remaining; 2024–2026: 84,500 target | Vest post plan determinations if employed |
Alignment policies:
- Executive stock ownership guidelines: CTO must hold shares equal to 3× base salary; Doran is in compliance as of 12/31/2024 .
- Insider policy prohibits hedging and pledging; margin accounts/pledges are prohibited under “No Pledging” and hedging ban applies to all insiders .
Employment Terms
Severance/change-of-control economics (Tier One Employment Plan for CTO):
| Scenario | Cash Severance | Equity Acceleration | Benefits Continuation | Total Example (as of 12/31/2024) |
|---|---|---|---|---|
| Involuntary termination (no change-in-control) | 1.5× salary + 1.5× average bonus (preceding 2 years) | Time-based equity accelerates; performance-related post-CIC awards generally excluded unless specified | 12 months equivalent | $962,637 total ($934,545 cash; $28,092 benefits) |
| Death or disability | Target annual bonus paid; time-based equity accelerates | Time-based equity accelerates | 24 months equivalent | $1,007,291 total ($340,000 cash; $611,107 equity; $56,184 benefits) |
| Double-trigger CIC (120 days before to 24 months after) | 2× salary + 2× average bonus | Time-based equity accelerates; performance awards tied to post-CIC performance excluded | 18 months equivalent | $1,899,305 total ($1,246,060 cash; $611,107 equity; $42,138 benefits) |
Contract and governance features:
- Double-trigger required for CIC benefits; no tax gross-ups; restrictive covenants (non-compete/non-solicit) included in employment arrangements .
- Clawback policy adopted per Nasdaq/SEC rules for recovery of incentive compensation on restatements .
Additional Context on Pay-for-Performance and Governance
- 2024 say-on-pay support ~92% indicates broad shareholder approval of executive compensation design .
- Compensation peer group refreshed in 2024; includes American Software, BigCommerce, CalAmp, CleanSpark, CS Disco, DHI Group, FiscalNote, Mitek Systems, Olo, ON24, OneSpan, Sprout Social, TrueCar, Veritone, Viant, Weave, WM Technology among others .
- Related-party transactions: none >$120,000 since Jan 1, 2024; Section 16(a) late Form 4 filings occurred on Feb 20 and Apr 9, 2024 due to administrative error .
Investment Implications
- Strong performance alignment: Cash bonus and multi-year PCUs/Performance Cash tied to revenue, adjusted EBITDA, and TSR; 2024 above-target TSR drove significant upside (PCUs 140.8–155.6% attainment), reinforcing alignment with shareholders .
- Retention and potential selling pressure: Large unvested RSAs (63,567 shares across 2022–2024 grants) and substantial PCUs set to vest in 2026–2027 create retention hooks; post-vesting liquidity events are possible, though insider policy prohibits hedging/pledging and transactions are governed by trading windows .
- Change-of-control economics: Double-trigger CIC with 2× salary+bonus and time-based equity acceleration; performance awards tied to post-CIC metrics generally excluded—balanced but material protection that can influence behavior around strategic transactions .
- Governance and red flags: Committee discretion increased 2023 TSR payout to threshold due to reverse split timing—monitor future use of discretion; late Section 16 filings were administrative; no related-party transactions reported .
- Ownership alignment: Doran is compliant with shareholding guidelines (≥3× salary) and beneficially owns ~1.8% of outstanding shares, supporting skin-in-the-game; most legacy options were out-of-the-money at 12/31/2024, shifting emphasis to RSAs/PCUs .