Stephen Waldis
SYNCHRONOSS TECHNOLOGIESAbout Stephen G. Waldis
Founder of Synchronoss, current Chairperson of the Board, age 57, director since 2000; previously CEO (2000–2017) and President (2000–2011). He holds a B.A. in corporate communications from Seton Hall University and brings deep telecom/software operating experience from AT&T, Logical Design Solutions, and Vertek. The Board classifies him as not independent; he serves as Chairperson separate from the CEO role. Term: Class III, expiring 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchronoss Technologies | Chair of the Board (non-executive) | 2024–present | Board leadership; consultative support to CEO on sales/business development upon request |
| Synchronoss Technologies | Executive Chair | Jan 2017–2024 | Transitioned to non-executive Chair as CEO’s tenure matured |
| Synchronoss Technologies | Chief Executive Officer | 2000–Jan 2017 | Founder-CEO during company build-out |
| Synchronoss Technologies | President | 2000–2011 | Early-stage leadership |
| Vertek Corporation | Chief Operating Officer | 1994–2000 | Telecom services operating role |
| Logical Design Solutions | VP, Sales & Marketing | 1992–1994 | Go-to-market leadership |
| AT&T | Technical/Product roles | 1989–1992 | Early technical/product experience |
External Roles
- No other public-company directorships or external board roles are disclosed for Mr. Waldis in the latest proxies .
Board Governance
| Item | Detail |
|---|---|
| Independence | Not independent (founder, Chairperson) |
| Board role | Chair of the Board; CEO is Jeffrey G. Miller (separate roles) |
| Committees | Member: Business Development Committee; not listed on Audit, Compensation, or Nominating/Governance |
| Committee chair roles | None disclosed for Waldis (Business Development Committee is chaired by the CEO) |
| Attendance | Each director attended ≥75% of Board and relevant committee meetings in 2024; all directors attended the 2024 Annual Meeting |
| Meetings | Board: 7 meetings in 2024; Business Development Committee: 7 meetings in 2024 |
| Director since / Tenure | Director since 2000; Class III term ends 2027 |
| Engagement with Compensation Committee | Attends Compensation Committee meetings as a non-voting observer (does not participate on his own pay) |
Governance note: The Board explicitly maintains a separate Chair and CEO; however, as founder and Chair, Waldis assists in sales/business development and consults to the CEO on request, which can concentrate informal influence despite formal separation of roles .
Fixed Compensation
| Year | Cash/Fees ($) | Notes |
|---|---|---|
| 2024 | 168,750 | Base salary for Chairperson; no cash bonus |
| 2023 | 300,000 | Base salary as Executive Chair; no cash bonus |
Director program reference (non-employee directors, 2024):
- 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 $5,000 .
Performance Compensation
| Year | Equity Type | Grant-date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|
| 2024 | Restricted Stock | 96,000 | One-year, vest on anniversary of grant | None (time-based) |
| 2023 | Restricted Stock | 154,097 | As granted in 2023 (RSAs) | None (time-based) |
Program design/changes:
- Standard annual equity for non-employee directors targeted $200,000, but reduced in 2024 due to limited share availability; proxy also references an adjustment to $120,000 at approval and notes an aggregate of 12,000 RSAs for 2024 awards context .
- Initial option grant (for new directors): option to purchase 3,334 shares; vests one-third annually over 3 years .
- No option grants, PSUs, or performance metrics disclosed for director equity in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Notes |
|---|---|---|---|
| — | — | — | No other public-company boards disclosed for Waldis |
| Compensation Committee Interlocks | — | — | Company discloses none; and no reciprocal executive/director interlocks with other companies in 2024 |
Expertise & Qualifications
- Founder, long-time CEO and Chair; deep telecom/software operating expertise; prior roles at AT&T, Vertek, Logical Design Solutions .
- Education: B.A., Seton Hall University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Outstanding (as of 4/14/2025) |
|---|---|---|---|
| Stephen G. Waldis | 128,669 | 1.1% | 11,498,479 |
Additional alignment policies:
- Director stock ownership guideline: 3x annual cash retainer (currently $150,000); as of 12/31/2024, each director either met the guideline or was within the 3-year build period .
- Insider Trading Policy prohibits short sales/hedging and pledging or margin accounts without CCO approval .
- Clawback policy adopted consistent with Nasdaq Rule 10D-1; broader recoupment authority also described .
Section 16 compliance:
- Administrative late Form 4 filings on April 9, 2024 affected all directors, including Waldis; company states otherwise compliant in 2024 .
Governance Assessment
Strengths
- Experienced founder-Chair with deep company and industry knowledge; separate CEO/Chair structure in place .
- Independent committees (Audit, Compensation, Nominating/Gov) and active meeting cadence; each director ≥75% attendance .
- Robust governance policies: clawback, insider trading/anti-hedging, ownership guidelines; annual board self-evaluation .
Watch items and potential conflicts
- RED FLAG: Not independent; as founder-Chair he attends Compensation Committee meetings as a non-voting observer, creating potential influence risk over pay and governance despite formal independence of the committee .
- RED FLAG: Chairperson receives a salary (unique versus standard director retainer), which may be viewed as quasi-executive compensation; cash decreased after shift from Executive Chair to non-executive Chair, but still meaningfully above base director retainer .
- Minor compliance lapse: late Form 4 in April 2024 (administrative) .
- No related-party transactions >$120,000 disclosed since Jan 1, 2024 (mitigates related-party conflict concerns) .
Signals affecting investor confidence
- Transition from Executive Chair (2023) to non-executive Chair (2024) lowered fixed cash ($300k to $168.8k) and aligns better with independent oversight norms, though non-independence remains .
- Time-based director equity (no performance metrics) is standard practice for directors but provides limited performance linkage; ownership guidelines partially offset via required equity holding .