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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

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Dear Stockholder:

I am pleased to invite you to our 2015 Annual Meeting of Stockholders, which will be held on May 11, 2015, at 10:00 a.m. (local time), at the offices of Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, New Jersey.

At the meeting, we will be electing two members of our Board of Directors, ratifying the appointment of Ernst & Young LLP as our independent registered public accountants for the 2015 fiscal year, approving the Company's 2015 Equity Incentive Plan, holding an advisory vote on executive compensation, and acting upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.

Enclosed are the following materials: (i) our Notice of Annual Meeting of Stockholders and Proxy Statement for 2015; (ii) our Annual Report on Form 10-K for 2014; and (iii) a proxy card with a return envelope to record your vote. We encourage you to read these materials carefully.

It is important that your shares be represented and voted at the Annual Meeting. As discussed in the Proxy Statement, voting by proxy does not deprive you of your right to attend the Annual Meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY OR VOTING INSTRUCTION CARD IN THE PRE-ADDRESSED ENVELOPE PROVIDED, OR VOTE VIA THE INTERNET OR TELEPHONE ACCORDING TO THE INSTRUCTIONS IN THE PROXY STATEMENT, AS SOON AS POSSIBLE TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE YOUR SHARES IN PERSON EVEN THOUGH YOU HAVE PREVIOUSLY VOTED BY PROXY IF YOU FOLLOW THE INSTRUCTIONS IN THE PROXY STATEMENT.

If you have any questions concerning the annual meeting or the proposals, please contact our Investor Relations department at (800) 575-7606. For questions regarding your stock ownership or voting, you may contact our transfer agent, American Stock Transfer & Trust Co., by e-mail through their website at www.amstock.com or by phone at (800) 937-5449 (within the U.S. and Canada) or (718) 921-8124 (outside the U.S. and Canada).

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Synchronoss Technologies.

Sincerely,

Stephen G. Waldis
Chairman and Chief Executive Officer
April 1, 2015

The use of cameras at the Annual Meeting is prohibited and they will not be allowed into the meeting or any other related areas, except by credentialed media. We realize that many cellular phones have built-in digital cameras, and while these phones may be brought into the venue, the camera function may not be used at any time.

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Synchronoss Technologies, Inc.
200 Crossing Boulevard
Bridgewater, New Jersey 08807

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OF SYNCHRONOSS TECHNOLOGIES, INC.

Date:    May 11, 2015
Time:    10:00 a.m.
Place:    Synchronoss Corporate Headquarters
              200 Crossing Boulevard, Bridgewater, NJ 08807

AGENDA:

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Election of two members of the Company's Board of Directors to serve until the 2018 annual meeting of stockholders of the Company;

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Ratification of appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2015;

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Approval of the Company's 2015 Equity Incentive Plan;

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Advisory vote on executive compensation; and

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Transaction of other business that may properly come before the meeting.

Record date:  You can vote if you were a stockholder of record on March 16, 2015.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The stock transfer books will not be closed between the record date and the date of the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at Synchronoss' corporate headquarters at the address listed above for the ten-day period prior to the Annual Meeting.

By order of the Board of Directors,

Ronald J. Prague
Executive Vice President, General Counsel and Corporate Secretary
April 1, 2015

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 11, 2015: The proxy statement and annual report to stockholders and the means to vote by Internet are available at www.synchronoss.com.

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Proposals to be Voted On:

The following proposals will be voted on at the Annual Meeting of Stockholders.

You may cast your vote in any of the following ways:

Attendance at the Annual Meeting

If you plan to attend the Annual Meeting, you must be a stockholder on the record date. On the day of the meeting, each stockholder will be required to present valid picture identification such as a driver's license. Seating will begin at 9:00 a.m. and the meeting will begin at 10:00 a.m. Use of cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting.

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2015 PROXY STATEMENT HIGHLIGHTS

This summary highlights information contained elsewhere in our proxy statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

Voting matters and vote recommendation

See "Proposals" starting on page 59 for more information.

Board Nominee

The following table provides summary information about William J. Cadogan and Stephen G. Waldis, the two nominees for election.

 

Advisory Vote on Executive Compensation

Business Highlights

In 2014, we delivered strong financial results and continued to move our business forward including:*

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$458.6 million in non-GAAP revenue, compared to $352.5 million in 2013, an increase of 30%

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$280.2 million in non-GAAP gross profit, representing a gross margin of 61%, up from 60% in 2013

   

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*      These financial measures are non-GAAP measures and should not be reviewed in isolation or as substitutes for our financial results as reported in accordance with GAAP. Please see Appendix A for an explanation of and reconciliation of these non-GAAP financial measures to the applicable GAAP financial measures.

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$118.1 million in non-GAAP income from operations, compared to $81.5 million in 2013, an increase of 45%

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$1.79 non-GAAP diluted earnings per share, an increase of 35% from $1.33 in 2013

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$211.7 million in cloud revenue, compared to $116.9 million in 2013, an increase of 81%

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Stock price increased 35% from $31.07 to $41.86 per share

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Acquired VoxMobili SA, Clarity, Inc. and DigiData, Inc. to expand our product portfolio and global presence

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Synchronoss is committed to excellent corporate governance which we believe helps us to sustain our success and build long-term value for our stockholders. Our Board of Directors has adopted Corporate Governance Guidelines which set forth the framework within which our Board can effectively function and govern our affairs. The Guidelines address, among other things, the composition and responsibilities of our Board, director independence, management succession and review, target ownership by and remuneration of our directors, Board committees, and selection of new directors. We have also adopted a Code of Business Conduct that applies to all of our employees, officers (including our principal executive officer, principal financial officer, principal accounting officer, or those serving similar functions) and directors. The Guidelines and Code of Business Conduct are available on the Investor Relations section of our website at www.synchronoss.com.

Our Board regularly reviews legal and regulatory requirements, evolving best practices, and other developments and may modify, waive, suspend or repeal the Corporate Governance Guidelines or Code of Business Conduct from time to time as it deems necessary or appropriate in the exercise of our Board's judgment or in the best interests of our stockholders. If we make any substantive amendments to the Guidelines or the Code of Business Conduct, we will promptly disclose the nature of the amendment or waiver on our website to the extent required by applicable law or regulations.

Our Board believes it is important to retain its flexibility to allocate the responsibilities of the Chief Executive Officer ("CEO") and Chairman of the Board in any way that is in the best interests of our Company based on the circumstances existing at a particular point in time. Our Board believes that it should periodically assess who should serve these roles, and whether the offices should be served independently or jointly, and that our Board should not be restricted by any strict policy directive when making these decisions. Currently, our Board has determined that the Company and its stockholders are best served by having Mr. Waldis, one of our founders, serve as both Chairman of the Board and CEO. Mr. Waldis' combined role as Chairman of the Board and CEO promotes unified leadership and direction for our Board and executive management and allows for a single, clear focus for the chain of command to execute our strategic initiatives and business plans. As the individual with primary responsibility for managing our day-to-day operations and with in-depth knowledge and understanding of our Company, Mr. Waldis is best positioned to chair regular Board meetings as we discuss key business and strategic issues.

Each year, our Nominating/Corporate Governance Committee and our full Board conducts a review of the financial and other relationships between each director, or any of their immediate family members, and our Company, our senior management, companies with whom we have business dealings with, and our independent registered public accounting firm as part of its assessment of director independence. Our Board also consults with our legal counsel to ensure that its determinations are

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consistent with all relevant laws and regulations regarding the definition of independent, including those set forth in pertinent listing standards of the Nasdaq Global Market ("Nasdaq"), in effect from time to time. Consistent with those considerations, after review of all relevant transactions or relationships, our Board has affirmatively determined that all of our directors are independent directors within the meaning of the applicable Nasdaq listing standards except for Stephen G. Waldis, as our CEO. McCormick, as a 10% stockholder. Our independent directors meet in regularly scheduled executive sessions where only independent directors are present. Mr. Cadogan presides over those sessions.

Assessing and managing risk is the responsibility of our management. Our Board oversees management in the execution of its responsibilities and for assessing our approach to risk management. An overall review and assessment of risk is inherent in our Board's consideration of our business plans, strategies, and other significant developments. Additionally, our Board regularly reviews various risks arising out of transactions and other matters that are presented to our Board and when making decisions impacting us. At least annually, our Board also reviews and analyzes the strategic and operational risks and opportunities that face our Company as a whole, as well as those related to specific areas of our business.

Our Board delegates the oversight of certain categories of risk affecting our Company to designated Board committees, who report their findings to our full Board. Our Audit Committee is responsible for overseeing our Board's execution of its risk management oversight responsibility, including discussing guidelines and policies governing the process by which our management and other persons responsible for risk management assess and manage our exposure to major financial risk exposures and the steps management has taken to monitor and control such exposures, based on consultation with our management and independent auditors. Our Audit Committee also annually reviews the audit plan of management, our information technology risks and mitigation strategies, the tax function and treasury operations and conformity with ethics and compliance standards. In addition, our Board has delegated to other Committees the oversight of risks within their areas of responsibility and expertise. For example, our Compensation Committee oversees the risks associated with our compensation practices, including an annual review of our risks assessment of our compensation policies and practices for our employees. Our Board also believes its oversight of risk is enhanced by the current leadership structure discussed above because our CEO, who is ultimately responsible for our management of risk, also chairs regular Board meetings, and with his in-depth knowledge and understanding of our Company, is best able to bring key business issues and risks to our Board's attention.

Our Nominating/Corporate Governance Committee oversees a bi-annual self-evaluation process to analyze and review our Board's performance. The Committee reviews these results and discusses them with the full Board with the intention of utilizing them to enhance our Board's effectiveness and, if necessary, develop action plans.

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Stockholders may communicate with our management and independent Board of Directors by sending a letter to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Bridgewater, New Jersey 08807, Attention: Secretary. Each such communication should set forth (i) the name and address of such stockholder as they appear on our books and, if the shares of our Common Stock are held by a broker, bank or other agent, the name and address of the beneficial owner of such shares and (ii) the number of shares of our Common Stock that are owned of record by such record holder and beneficially by such beneficial owner. The Secretary will review all communications from stockholders and has the authority to disregard any inappropriate communications or take other appropriate actions with respect to any inappropriate communications. If deemed an appropriate communication, the Secretary will forward it, depending on the subject matter, to the chairperson of a Committee of our Board or a particular director, as appropriate.

Our Board oversees, counsels and directs management in the long-term interests of our Company and our stockholders. Our Board, individually and through its Committees, is responsible for:

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overseeing the conduct, assessment and other operational risks to evaluate whether our business is being properly managed;

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reviewing and approving our strategic, financial and operating plans and other significant actions;

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selecting, evaluating the performance of, and determining the compensation of our CEO and other executive officers;

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planning for succession for our CEO and monitoring management's succession planning for other executive officers; and

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overseeing the processes for maintaining our integrity with regard to our financial statements and other public disclosures, and compliance with law and ethics.

During 2014, our Board of Directors met eleven times and acted once by written consent. Each director attended at least 75% of the meetings of our Board and of each Committee of which he served as a member during 2014. Each director other than Mr. Cadogan attended our 2014 Annual Meeting of Stockholders. Our Board of Directors has established an Audit Committee, a Compensation Committee, a Business Development Committee and a Nominating/Corporate Governance Committee. Our Board has delegated various responsibilities and authority to its Committees as generally described below. Our Board has determined that each member of our Audit, Compensation, Business Development and Nominating/Corporate Governance Committees is free of any relationship that would interfere with

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his individual exercise of independent judgment with regard to us. The following table provides membership and meeting information for each of our Board committees during 2014:

Our Audit Committee of our Board oversees the integrity of our financial statements, compliance with applicable legal and regulatory requirements, effectiveness of our internal controls and audit function currently in place, and the qualifications, independence, and performance of our independent registered public accounting firm. During 2014, senior members of our financial and legal management participated in each of our Audit Committee's meetings. Our Audit Committee also discussed with our independent registered public accounting firm the overall scope and plans for their audit and met with them on a regular basis without members of management. Our Audit Committee consults with our management and our independent registered public accounting firm prior to the presentation of financial statements to stockholders and, as appropriate, initiates inquiries into aspects of our financial affairs. In addition, our Audit Committee:

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reviews our annual audited and quarterly financial statements and reporting;



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reviews and monitors our external audits, including, among other things, our internal controls and audit functions, the results and scope of the annual audit and other services provided by our independent registered public accounting firm and our compliance with legal matters that have a significant impact on our financial statements;



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establishes procedures for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;



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appoints, retains, compensates, reviews procedures to ensure the independence of, and oversees the work of, our independent registered public accounting firm, including approving services and fee arrangements;



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reviews with senior members of our management our policies and practices regarding risk assessment and risk management;

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approves all related party transactions;



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reviews management's implementation and maintenance of effective internal and disclosure controls, including our policies regarding compliance with legal, regulatory, ethical and internal auditing standards;



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reviews earnings press releases prior to issuance; and



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reviews findings and recommendations of our independent registered public accounting firm and management's response to their recommendations.

Three directors comprise our Audit Committee: Thomas J. Hopkins, William J. Cadogan and Donnie M. Moore. Our Audit Committee met ten times during 2014. Our Board annually reviews the Nasdaq listing standards definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent (as independence is currently defined in Rule 5605(a)(2) and 5605(c)(2) of the Nasdaq listing standards). In addition to qualifying as independent under the Nasdaq rules, each member of our Audit Committee can read and has a working understanding and comprehension of fundamental financial statements. Our Board has determined that each of Donnie M. Moore, Chairman of the Audit Committee, and Thomas J. Hopkins is an audit committee financial expert as defined by Item 407(d) of Regulation S-K of the Securities Exchange Act. Our Board has made a qualitative assessment of each of their level of knowledge and experience based on a number of factors, including their respective formal education and experience. The designation does not impose on either Mr. Moore or Mr. Hopkins any duties, obligations or liability that are greater than are generally imposed on them as a member of our Audit Committee and our Board, and their designation as an Audit Committee financial expert pursuant to this SEC requirement does not affect the duties, obligations or liability of any other member of our Audit Committee or Board. Our Audit Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com.

Our Compensation Committee of our Board is comprised of three directors: William J. Cadogan, Charles E. Hoffman and Thomas J. Hopkins, each of whom is independent, as currently defined in Rule 5605(a)(2) and 5605(d)(2) of the Nasdaq listing standards. Our Compensation Committee met six times and acted once by written consent during 2014. Our Compensation Committee is charged by our Board to:

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review and approve our compensation policies and all forms of compensation and other benefits to be provided to our employees (including our NEOs and directors), including among other things annual salaries, bonus, stock options, restricted stock grants and other incentive compensation arrangements;



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establish our overall compensation objectives and structure relating to executive officers and directors;



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make recommendations from time to time to our Board regarding executive compensation matters;



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administer our stock purchase plan and stock option plans, including reviewing and granting stock options and restricted stock awards with respect to our directors and employees; and



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review and approve other aspects of our compensation policies and matters as they arise from time to time.

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In accordance with Nasdaq listing standards, our Compensation Committee under its charter has the authority and responsibility to retain or obtain the advice of compensation consultants, legal counsel and other compensation advisers, the authority to fund such advisers, and the responsibility to consider the independence factors specified under applicable law and any additional factors the compensation committee deems relevant. A more detailed description of our Compensation Committee's functions can be found in our Compensation Committee charter which can be found on the Investor Relations section of our website at www.synchronoss.com. Our Compensation Committee has also established a Key Employee Equity Awards Committee, with our CEO as the sole member, whose purpose is to approve stock option and restricted stock grants to our newly hired and current employees, subject to guidelines previously approved by our Compensation Committee. Our Key Employee Equity Awards Committee acted fourteen times in 2014.

Our Compensation Committee may select and retain, and is directly responsible for the appointment, compensation and oversight of, compensation consultants or any other third party to assist in the evaluation of director and officer compensation as well as any other compensation matters. Our Compensation Committee considers these analyses as a factor in making decisions with respect to compensation matters along with information it receives from management and its own judgment and experience. Its compensation consultant generally attends regular Compensation Committee meetings and meets with our Compensation Committee without management present. Since July 2013, our Compensation Committee has retained Deloitte Consulting LLP ("Deloitte") as its compensation consultant. The compensation consultant serves at the discretion of our Compensation Committee and the compensation consultant's fees are approved by our Compensation Committee. In 2014, Deloitte did not perform any services for us other than its services to our Compensation Committee and received no compensation from our Company other than its fees in connection with its retention as our Compensation Committee's compensation consultant. Our Compensation Committee assessed the independence of Deloitte pursuant to applicable SEC rules and Nasdaq listing standards and concluded that the work of Deloitte has not raised any conflict of interest.

None of the members of our Compensation Committee was an officer or employee of our Company at any time during 2014. No executive officer serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee. In 2014, we did not make any loans to directors or executive officers relating to purchases of our Common Stock or for any other purpose.

The members of our Nominating/Corporate Governance Committee are: William J. Cadogan, Charles E. Hoffman and Donnie M. Moore. Our Nominating/Corporate Governance Committee met once in 2014. All members of our Nominating/Corporate Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). In addition, our Nominating/ Corporate Governance Committee:

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reviews and reports to our Board on a periodic basis with regard to matters of corporate governance;

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recommends qualified candidates to our Board for election as our directors, including the directors our Board proposes for election by the stockholders at the Annual Meeting and directors nominated by our stockholders;



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reviews, assesses and makes recommendations on the effectiveness of our corporate governance policies and on matters relating to the practices of directors, and the functions and duties of the various Board committees;



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develops and implements our Board's bi-annual self-assessment process and works with our Board to implement improvements in their effectiveness;



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reviews succession plans periodically with our CEO relating to positions held by elected corporate officers; and



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establishes and periodically reviews stock ownership guidelines for our executive officers and directors.

Our Nominating/Corporate Governance Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com. Our Nominating/Corporate Governance Committee also reviews and makes recommendations to our Board regarding the size and composition of our Board and the appropriate qualities and skills required of our directors in the context of the then current make-up of our Board and our business. Our Nominating/Corporate Governance Committee has established procedures for the nomination process and leads the search for, selects and recommends candidates for election to our Board. Consideration of new director candidates typically involves a series of committee discussions, the review of information concerning candidates and interviews with selected candidates. Candidates for nomination to our Board typically have been suggested by other members of our Board or by our executive officers. From time to time, our Nominating/Corporate Governance Committee may engage the services of a third-party search firm to identify director candidates. Our Nominating/Corporate Governance Committee also considers candidates proposed in writing by stockholders, provided such proposal meets the eligibility requirements for submitting stockholder proposals under our amended and restated bylaws and is accompanied by certain required information about the candidate. Candidates proposed by stockholders will be evaluated by our Nominating/Corporate Governance Committee using the same criteria as for all other candidates. In considering nominees for our Board, our Nominating/Corporate Governance Committee considers each candidate's independence, personal and professional integrity, financial literacy or other professional or business experience relevant to an understanding of our business, ability to think and act independently and with sound judgment and ability to serve our stockholders' long-term interests. These factors, along with others considered useful by our Nominating/Corporate Governance Committee, are reviewed in the context of an assessment of the perceived needs of our Board at a particular point in time. As a result, the priorities and emphasis of our Nominating/Corporate Governance Committee and of our Board may change from time to time to take into account changes in our business and other trends, and the portfolio of skills and experience of current and prospective directors. Our Nominating/Corporate Governance Committee has not adopted a formal policy regarding the consideration of diversity in identifying director nominees or in searching for new directors, it does, however, have several initiatives in an attempt to attract diverse candidates.

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Our Business Development Committee reviews certain strategic business development and growth opportunities and recommends those that it determines are in line with our short-term and long-term strategic goals. Our Business Development Committee charter can be found on the Investor Relations section of our website at www.synchronoss.com. The members of our Business Development Committee are: William J. Cadogan, Thomas J. Hopkins and Stephen G. Waldis. All members of our Business Development Committee other than Mr. Waldis are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). Our Business Development Committee met six times during 2014.

This section provides information regarding the compensation policies for our non-employee directors and cash amounts paid and equity awarded to these directors in 2014. Any director who is an employee of our Company does not receive any additional compensation for their service as a director. For 2014, our non-employee director compensation program consisted of:

The annual retainer fees are paid to our directors quarterly in advance. All of the annual equity grants to non-employee directors under our director compensation program are granted on the first Tuesday of every year, and the options have an exercise price equal to the closing price reported on Nasdaq of our Common Stock on the grant date. In addition, we currently have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at our

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Board and Committee meetings. The following table sets forth all of the compensation awarded to, earned by, or paid to each person who served as a non-employee director during 2014.

We have established stock ownership guidelines for our directors to retain an equity stake in the Company to more closely align their interests with those of our stockholders. Each director is required to own the number of shares of our Common Stock with a value equal to three times the annual cash retainer for our directors. Ownership is calculated annually based on the closing sales price of our Common Stock on Nasdaq for the last trading day in the prior year. Each of the directors has until July 2016 or, for future directors, three years from the date of his or her election to our Board, to achieve the targeted equity ownership level. As of December 31, 2014, each of our directors met these guidelines.

As permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws provide that we are authorized to (i) enter into indemnification agreements with our directors and officers and (ii) purchase directors' and officers' liability insurance, which we currently maintain to cover our directors and executive officers. The form of indemnification agreement with our directors provides that we will indemnify each director against any and all expenses incurred by that director because of his status as one of our directors, to the fullest extent permitted by Delaware law, our

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restated certificate of incorporation and amended and restated bylaws. In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, but subject to various exceptions, we will advance all expenses incurred by our directors in connection with a legal proceeding. Our restated certificate of incorporation and bylaws contain provisions relating to the limitation of liability and indemnification of directors. The restated certificate of incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:

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for any breach of a director's duty in respect of unlawful (i) payments of dividends or (ii) stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law and the breach of a director's duty of loyalty to us or our stockholders;



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for any transaction from which the director derives any improper personal benefit; and



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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law

Our restated certificate of incorporation also provides that if Delaware law is amended, after the approval by our stockholders of our restated certificate of incorporation, to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law. The foregoing provisions of the restated certificate of incorporation are not intended to limit the liability of directors or officers for any violation of applicable federal securities laws. As permitted by Section 145 of the Delaware General Corporation Law, our restated certificate of incorporation provides that we may indemnify our directors to the fullest extent permitted by Delaware law and the restated certificate of incorporation provisions relating to indemnity may not be retroactively repealed or modified so as to adversely affect the protection of our directors.

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Each year, our Compensation Committee reviews our compensation practices and policies for all employees, including our NEOs, and assesses whether they have the potential to incentivize employees without taking risks that are reasonably likely to have a material adverse effect on our Company. Since our annual performance-based bonus and equity programs are designed to align our employees' compensation with our long-term business objectives and performance, and therefore enhance stockholder value, our Compensation Committee believes that our compensation practices and policies discourage behavior that leads to excessive risk. Therefore, our Compensation Committee does not believe these practices and policies will have a material adverse effect on our Company. Set forth below are the key risk-balancing elements of our compensation practices and policies:

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Compensation of Executive Officers

Compensation Discussion and Analysis

This section discusses our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for the following named executive officers ("NEOs"):

Executive Summary

Our executive compensation philosophy and programs are designed to attract, retain and motivate high-quality executives who possess diverse skills and talents required to help us achieve our short and long-term financial and strategic goals. We believe that the programs foster a performance-oriented culture that aligns our executives' interests with those of our stockholders over the long term. We believe that the compensation of our NEOs is both appropriate for and responsive to the goal of improving stockholder value. Specifically, in 2014, the majority of each NEOs' compensation was at-risk or variable compensation.

The following provides an overview of the key financial and strategic highlights for the year.

2014 Business Highlights

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2014 Compensation Program Highlights

We design our executive compensation program to attract, retain and motivate high-quality executives and drive the creation of long-term stockholder value by providing a significant portion of compensation through programs tied to performance goals. We have adopted the following approach to achieve these objectives:

The following highlights some of the key components of our pay for performance policies and practices:

Our Compensation Committee oversees our compensation program covering all our employees, with an enhanced focus on the compensation of our NEOs. It also oversees the administration of our cash and equity-based incentive plans. Mr. Waldis, in his role as CEO, assesses the performance of our NEOs (other than himself), consults with other members of management and makes recommendations to our Compensation Committee regarding the amount and the form of the compensation of the NEOs and other key employees, including the performance goals, weighting of goals, and equity compensation awards of NEOs. Mr. Waldis is not present during discussions regarding his compensation.

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In 2013, our Compensation Committee performed a "clean slate" review of our executive compensation practices and policies and, as a result made the following changes to our executive compensation program for 2014:

The above changes were made in response to feedback we received as part of our stockholder outreach program and to further enhance the alignment of our NEOs' interests with those of our stockholders. At our 2014 Annual Meeting, approximately 98% of the shares voted were in favor of the advisory vote on executive compensation. We continuously strive to improve the level of stockholder support for our executive compensation program and expanded our stockholder outreach program by meeting with a greater number of our largest stockholders in 2014. Our Compensation Committee plans to continuously evaluate our executive compensation program each year with the goal of ensuring it is in line with our stockholders' interests. We encourage stockholders to take into account these significant changes to our executive compensation program over the past year in considering the advisory vote presented below.

In 2015, we will be further revising our executive compensation program based, in part, on suggestions from our stockholders during our meetings as part of our shareholder outreach program, by basing our long-term equity incentive plan on our financial and strategic performance during the three year period from 2015 through 2017, rather than one year as we have done in the past. In addition, in connection with 2015 executive compensation decisions, our Compensation Committee approved the following performance metrics for the performance share component of our NEOs' Long-term Incentive Equity Compensation: (a) three-year average annual revenue growth of our Company from 2015 to 2017, (b) three-year average annual Earnings Before Interest Taxes, Depreciation and Amortization ("EBITDA") as a percentage of revenue for the three year period from 2015 to 2017 and (c) three-year annual revenue growth in our Cloud business from 2015 to 2017. For our NEOs' Annual Cash Incentive Bonus, in addition to an individual component, our Compensation Committee approved the following financial metrics: (a) fixed annual revenue of our Company for 2015 and (b) fixed EBITDA for 2015. Our Compensation Committee believes that these additional enhancements to our executive compensation program will further align our executives' objectives with the long-term interests of our stockholders.

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Our Compensation Committee's compensation consultant generally attends regular Compensation Committee meetings and meets with our Compensation Committee without management present. Our Compensation Committee considers various analyses prepared by its compensation consultant when making decisions with respect to compensation matters, along with information it receives from management and its own judgment and experience in an effort to gain a better understanding of the competitive landscape. Since July 2013, our compensation consultant has been Deloitte Consulting LLP.

Our Compensation Committee generally reviews executive compensation survey and proxy data from technology companies that have similar software/services business models or operate in the mobile networking space, are of similar financial size and with whom we compete for our executive talent. Our Compensation Committee identified the following companies that fit some or all of these criteria as our peer group for purposes of 2014 executive compensation decisions:

Our peer group was updated in 2014 to reflect that BrightPoint, Inc., Comverse Technologies, Inc., RightNow Technologies, Inc. and Opnet Technologies, Inc. were acquired in 2013. Bottomline Technologies, Inc., LogMeIn, Inc., Broadsoft, Inc., Interactive Intelligence Group, Inc., j2 Global Inc., Progress Software Corp. and Sourcefire, Inc. were added to offset the removal of these four companies. Although several of these companies are larger in market capitalization or have higher revenues than our Company, we believe the peer group utilized for purposes of 2014 executive compensation decisions was representative of companies that we compete with for talent. When making compensation decisions for our NEOs, our Compensation Committee reviews both published survey and peer group compensation data for other software/services companies as part of its decision-making process. As we continue to grow as a company, competitive market practices become an increasingly important factor in our Compensation Committee's decision-making process, although its decisions are not primarily based upon these factors and it does not target specific compensation levels as derived from peer group data. Rather, our Compensation Committee reviews and considers the peer group and other survey data to obtain a general understanding of current competitive compensation practices. Utilization of the peer group and survey data to gain a general understanding of competitive pay practices allows us to accomplish our goal of paying our NEOs what is appropriate to achieve our corporate goals while conserving cash and equity.

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Elements of Compensation

Our executive compensation program has the following principal elements: base salary, annual cash incentive bonus, equity awards and severance and change in control protection. The following table sets forth these elements and the objectives of each element:

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Chief Executive Officer Compensation

As our Chairman and CEO, Mr. Waldis' responsibilities are much greater than those of the other NEOs, as he is informed and involved in a detailed manner with each department's progress toward our shared Company goals. As such, his total base salary and his total compensation opportunity are greater than our other NEOs. In addition, his equity holding requirements under our Executive Stock Ownership Guidelines are five times his base salary as opposed to one and one-half times for Mr. Rizer and three times for the other NEOs. In our industry, the CEO must be deeply aware of a company's strengths and obstacles, and have sharp strategic vision for our future while maintaining our ability to adapt to changing circumstances and prospects quickly and thoughtfully. The successful progress of our research and development programs and success of our customer engagements bring value to our financial performance and our stockholders, and we believe Mr. Waldis' direction in the decisions and actions that drive this progress and merit the compensation that he receives.

Pay Mix

In keeping with our results-driven culture, our Compensation Committee expects our NEOs to deliver superior performance in a sustained fashion and believes that a substantial portion of their overall compensation should be at-risk and tied to our short-term and long-term performance. As shown below, 78% of our CEO's targeted compensation and 60% of the average targeted compensation of our other NEOs is tied to long-term, equity-based incentives.*

* Excluding Mr. Halbard who joined our Company in February 2014 and special one-time grants to Messrs. Rizer and Garcia and Ms. Rosenberger.

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Target and Realized Pay

As discussed above, our Compensation Committee believes that a program weighted towards variable, performance-based compensation supports the alignment of our NEOs' interests with those of our stockholders. Furthermore, because the equity awards are also subject to time-based vesting, the compensation an NEO realizes in connection with equity awards is spread over a number of years, which our Compensation Committee believes assists in motivating our NEO to drive business growth over the long term. While the amounts shown in the Summary Compensation Table reflect the grant-date value of equity awards received by a NEO (in accordance with FASB ASC Topic No. 718), they do not reflect the impact of the performance of our Common Stock on compensation actually realized by our NEOs. The compensation actually realized by the NEO varies based on actual performance.

The chart below shows the difference between aggregate Target Annual Compensation and Realized Annual Compensation for our CEO for 2012, 2013 and 2014. As illustrated, actual realized pay for 2012 and 2013 is below the grant date value of compensation disclosed in the Summary Compensation table in accordance with FASB ASC Topic No. 718. Realized pay is higher in 2014, reflecting the Company's strong performance against its objective short- and long-term incentive financial performance metrics and strong stock price performance during the year.

⁽¹⁾

"Target Compensation" represents the sum of base salary, target annual cash bonus, the grant-date value of stock options, time-vested restricted shares, and the target number of performance-based restricted shares as disclosed in the Summary Compensation Table, using the stock price on the date of grant.

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⁽²⁾

"Realized Compensation" represents the sum of base salary, actual annual cash bonus paid, the intrinsic value of stock option grants as of December 31, 2014, value of time-vested restricted shares as of December 31, 2014 and actual number of performance-based restricted shares issued, valued as of December 31, 2014.

2014 Compensation Decisions

Base Salary

Base salaries for our NEOs are reviewed and adjusted annually. Base salary may also be adjusted during the year upon promotion or based on internal equity or external market conditions. Our Compensation Committee makes these decisions after reviewing the recommendation of our CEO (except as it concerns his own salary) and our Executive Vice President of Human Resources, and consultation with our compensation consultant when needed. Based on this review, in early 2014, our Compensation Committee provided cost of living salary increases of 3% (representing the expected median base salary increase) to each of our NEOs employed by us as of February 1, 2014. In addition, Ms. Rosenberger received an additional increase of approximately 23% upon her promotion in April 2014 to Executive Vice President, Chief Financial Officer and Treasurer.

In February 2014, Mr. Halbard entered into an employment agreement to serve as our Executive Vice President, International pursuant to which we agreed to pay Mr. Halbard a base salary of £285,000⁽¹⁾ annually, subject to adjustment pursuant to our compensation policies in effect from time to time. Mr. Halbard's compensation was negotiated by our management subject to the approval of our Compensation Committee. Our Compensation Committee determined that this was an acceptable base salary for Mr. Halbard based, among other things, on the advice of our compensation consultant, the base salary of our other executive officers, his expected senior role with us and its general understanding of competitive pay practices.

The table below sets forth our NEOs' 2014 base salary compared to their respective 2013 base salary:

2014 Annual Cash Incentive Bonus Compensation

Our Annual Cash Incentive Bonus Compensation Program promotes our pay-for-performance philosophy by providing all executives and other management-level corporate employees with direct financial incentives in the form of annual cash awards for achieving Company, business and individual performance goals.

   

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⁽¹⁾ Mr. Halbard is based in the United Kingdom and his base salary is denominated in GBP, representing an equivalent of $442,716 based on the December 31, 2014 exchange rate of $1.55339 per GBP.

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Target Percentage

Our Compensation Committee sets each NEO's individual target cash incentive percentage based on its general understanding of competitive pay practices, our CEO's recommendation (except his own) and other factors it deems appropriate. Based on its review of these factors, in February 2014 our Compensation Committee kept the target cash percentage of each of our NEOs at the same percentage as in 2013, except for Mr. Rizer, whose target cash percentage was increased to 60% based on his increased role and Ms. Rosenberger, whose target cash percentage was increased to 60% upon her promotion to Executive Vice President, Chief Financial Officer and Treasurer. For 2014, Mr. Halbard's target bonus was set at 140% of his base salary. Our Compensation Committee determined that this was an appropriate target bonus for Mr. Halbard based, among other things, on the target bonus incentive percentage of our other executive officers, his expected senior role at our Company and its general understanding of competitive pay practices. As such, each of our NEO's 2014 target incentive bonus percentages were as follows:

Each of Messrs. Waldis, Irving, Garcia, Rizer and Halbard and Ms. Rosenberger may earn in excess of his or her annual target bonus in the event that corporate and individual objectives set by our Compensation Committee are exceeded. Under our 2014 incentive compensation plan, the maximum amount each of Messrs. Waldis, Irving, Garcia, Rizer and Halbard and Ms. Rosenberger could have received was 175% of the product of their respective base salary and his or her target incentive bonus percentage if both their corporate and business, as applicable, goals are met and exceeded and, if applicable, their individual performance met or exceeded expectations.

Weighting of Components

Each of our NEOs has both (i) a corporate component and (ii) either (a) a discretionary individual performance component or (b) an objective business component in determining his or her annual cash incentive bonus compensation as follows:

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2014 Corporate Component

Our Compensation Committee established targeted (i) non-GAAP revenue and (ii) non-GAAP operating income as the corporate components of our NEO's 2014 annual cash incentive bonus compensation under our 2014 internal annual operating plan. Each of the components was weighted at 50%. We utilize these non-GAAP financial measures internally in analyzing its financial results and evaluating our ongoing operational performance because they exclude certain non-cash adjustments required under GAAP. These metrics were selected because based on feedback during our shareholder outreach meetings, these were two key performance metrics shareholders use in evaluating our Company. Our 2014 internal annual operating plan was developed by management and presented by Mr. Waldis, as Chairman and CEO, and Mr. Irving, as CFO at the time, to our Board for its review and approval. The target performance levels under the annual cash incentive our NEOs are expected to achieve are aligned with our annual internal operating plan to motivate performance goals in a manner we believe will increase our stockholder value. Our 2014 internal annual operating plan when it was set, placed expectations greater than what was expected to be shared in our public guidance, and our Compensation Committee had similar expectations when it established the 2014 corporate component that the objectives would be targets that pushed management and our Company to a higher threshold than market expectations. In calculating non-GAAP revenue and non-GAAP operating income we add back the fair value stock-based compensation expense, deferred revenue, acquisition-related costs, restructuring charges, changes in the contingent consideration obligation, deferred compensation expense related to earn-outs and amortization of intangibles associated with acquisitions. Each of the components was separately assigned a "threshold" level which sets the minimum achievement necessary to be satisfied to receive a portion of the applicable bonus amounts and a "maximum" level whereby if achieved or exceeded the NEO's would receive 175% of the target portion attributed to such component.

The corporate component of the 2014 cash incentive compensation plan is set forth below:

In 2014, our non-GAAP revenue was $458,613,000 and our non-GAAP operating income was $118,057,000, which represented 26% and 36% growth, respectively, from 2013. Each of these financial metrics were above the maximum payout level. As a result, our NEOs received the maximum amounts for the corporate component of their respective cash incentive compensation (other than Mr. Halbard whose corporate component was pro-rated based on the time he was employed by us).

* These financial measures are non-GAAP measures and should not be reviewed in isolation or as substitutes for our financial results as reported in accordance with GAAP. Please see Appendix A for an explanation of and reconciliation of these non-GAAP financial measures to the applicable GAAP financial measures.

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2014 Individual Component

In 2014, Messrs. Waldis, Garcia, Rizer and Irving's and Ms. Rosenberger's individual component of his or her annual cash incentive compensation was based upon our Compensation Committee's subjective assessment of his or her individual performance. Based on their assessment and Mr. Waldis' recommendations (other than his own), our Compensation Committee awarded the following as the individual component of their annual cash incentive compensation: Mr. Waldis and Mr. Garcia 100% and 90%, respectively, due to our Company's strong performance compared to 2013 which led to a 35% increase in our stock price, Ms. Rosenberger 75% due to her strong performance after being promoted to Chief Financial Officer in maintaining our margins; and Mr. Rizer 90% due to his strong performance leading our acquisitions of VoxMobili, DigiData and Clarity and his promotion to Executive Vice President of Product Management. Mr. Irving did not receive an individual component.

2014 Business Component

The business component of Mr. Halbard's 2014 annual cash bonus was tied to certain financial and strategic objectives of specific International accounts. Specifically, 75% of his target cash incentive bonus was based upon those accounts. Mr. Halbard achieved approximately 66% of his objectives and therefore received $306,026 or 66% of his eligible cash incentive bonus for the business component of his target cash incentive compensation. As such, our NEOs were awarded the following amounts under the 2014 cash incentive bonus:

2014 Long-Term Equity Incentive Compensation Plan

Our Compensation Committee awards time-based restricted shares, stock options and performance-based restricted shares to our NEOs as the long-term equity incentive component of their compensation, targeting an annual mix of one-third for each of these equity awards (based on grant date fair value). The number of stock options, target number of performance-based restricted shares and time-based restricted shares to be granted to our NEOs is based on our Compensation Committee's general understanding of competitive pay practices, our CEO's recommendation (except his own) and other factors it deemed appropriate.

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Time-based Restricted Stock and Stock Options

In February 2014, our Compensation Committee awarded time-based restricted stock, determined the targets for the 2014 performance-based restricted share awards and granted options to purchase shares of our Common Stock to our NEOs whom we employed on such date. The grants were intended to provide incentives for our NEOs to achieve our 2014 goals. The restricted shares vest one-third on each of the first, second and third anniversary of their grant date and the stock options vest one-fourth on the first anniversary of their grant date and monthly thereafter over the next thirty-six months. The time-based vesting helps tie our NEO's variable realizable compensation to our performance and further align their interests with those of our stockholders. See Description of Awards Granted in 2014, below. The number of shares of time-based restricted stock awarded and number of shares subject to the options granted were as follows:

Performance-based Restricted Shares

The actual number of performance-based restricted shares of Common Stock that could be issued pursuant to the 2014 performance-based restricted share awards was based upon our performance against the same non-GAAP revenue and non-GAAP operating income applicable to the 2014 annual cash incentive compensation plan discussed under "2014 Annual Cash Incentive Bonus Compensation" plus a third component based on cloud revenue. These metrics were selected because based on feedback during our shareholder outreach meetings, revenue and operating income were two key performance metrics shareholders use in evaluating our Company. In addition, based on feedback from these meetings, growth in our cloud business is of particular interest to our shareholders and therefore our Compensation Committee added it as a separate component in our determination of performance-based restricted shares to be granted to our NEOs. The weighting of the various components was 35% for each of non-GAAP revenue and non-GAAP operating income and 30% for cloud revenue. Each of the components was separately assigned a "threshold" level which sets the minimum achievement necessary to be satisfied to receive a portion of the applicable bonus amounts and a "maximum" level whereby if achieved or exceeded the NEOs would receive 125% of the target portion attributed to such component. The 2014 long-term equity incentive compensation plan is set forth below:

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In 2014, our non-GAAP revenue was $458,613,000, our non-GAAP operating income was $118,057,000 and our cloud revenue was $211,743,000. Each of the foregoing was above our maximum for each component, even though the maximum represented year-over-year growth of approximately 26% in revenue, 36% in operating income and 50% in cloud revenue. As a result of this strong performance, our NEOs received the maximum number of performance-based restricted shares.

The actual number of performance-based restricted shares awarded is set forth below:

The actual number of shares issued was determined in January 2015 at which time the shares were actually issued to the NEO. One-third of the performance-based restricted shares vested upon issuance and one-third vest on each of February 13, 2016 and February 13, 2017.

Other Grants

In connection with his joining our Company in February 2014, our Compensation Committee (i) granted Mr. Halbard an option to purchase 60,000 shares of our Common Stock at an exercise price equal to $32.26, the closing price per share of our Common Stock on the Nasdaq Global Market on the grant date, with 25% of the shares subject to the option becoming exercisable after 12 months of continuous service and the balance becoming exercisable in equal monthly installments over the next 36 months of continuous service thereafter, (ii) awarded Mr. Halbard 50,000 restricted shares of our Common Stock, with 25% of the shares vesting after 12 months of continuous service and the balance vesting in equal installments each quarter over the next three years of continuous service thereafter and (iii) awarded Mr. Halbard a target of 30,000 performance shares of our Common Stock, with the actual number of shares to be issued to Mr. Halbard in February 2017, based on certain objectives for our International business for the period 2014 through 2016, and all of which shares shall vest immediately upon issuance. Our Compensation Committee based the amount of Mr. Halbard's equity grant on, among other things, the size of the initial equity grants of our other executive officers, his expected senior role at our Company and its general understanding of competitive pay practices.

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Upon Ms. Rosenberger's promotion to Executive Vice President, Chief Financial Officer and Treasurer effective April 1, 2014, our Compensation Committee (i) granted Ms. Rosenberger an option to purchase 7,640 shares of our Common Stock at an exercise price equal to $35.19, the closing price per share of our Common Stock on the Nasdaq Global Market on April 1, 2014, with 25% of the shares subject to the option becoming exercisable after 12 months of continuous service and the balance becoming exercisable in equal monthly installments over the next 36 months of continuous service thereafter and (ii) awarded Ms. Rosenberger 22,536 restricted shares of our Common Stock, with 25% of the shares vesting after 12 months of continuous service and the balance vesting in equal installments each quarter over the next three years of continuous service thereafter.

On November 17, 2014, our Equity Committee awarded Messrs. Garcia and Rizer (i) 10,000 and 5,000 restricted shares of our Common Stock, respectively, which vested immediately upon issuance and (ii) a target of 5,000 and 2,000 performance-based shares of our Common Stock, respectively, based on certain performance objectives for 2015 based on their respective increased roles, with the actual number of shares to be issued to Messrs. Garcia and Rizer, respectively, at the end of 2015, and all of which shares shall vest immediately upon issuance. Mr. Rizer received these grants upon his promotion to Executive Vice President of Product Management and Mr. Garcia received these grants due to his increased responsibilities for our Company's global operations.

Employment Agreements, Other Benefits and Perquisites

Effective January 1, 2015, we entered into three-year employment agreements with each of our NEOs, other than Mr. Halbard, that expire on December 31, 2017. These agreements replaced the existing employment agreements each NEO had executed which expired December 31, 2014. Upon joining our Company, Mr. Halbard entered into a three-year employment agreement which expires on February 19, 2017. Each employment agreement includes a severance arrangement that provides enhanced benefits in the case of involuntary termination following a change in control which is designed to promote stability and continuity of our senior management. For a description of the terms of the employment agreements, please see "Employment Agreements" on page 38. Our NEOs are eligible to participate in all of our employee benefit plans (other than our employee stock purchase plan), such as medical, dental, vision, group life and disability insurance and our 401(k) plan, in each case on the same basis as our other employees. We lease an automobile (and pay applicable insurance and gas) for Messrs. Waldis and Irving and Ms. Rosenberger and provide a car allowance to Messrs. Garcia and Halbard, each to be used primarily for business purposes. There were no other special benefits or perquisites provided to any NEO in 2014.

In connection with his resignation, we entered into a transition agreement (the "Transition Agreement") with Mr. Irving effective April 1, 2014 pursuant to which he agreed to continue to provide services to us through December 31, 2014 (the "Transition Period"). The Transition Agreement amended certain provisions of his Employment Agreement and provided that during the Transition Period Mr. Irving remained an employee (including receiving his base salary and benefits and his severance benefits under his Employment Agreement). The Transition Agreement also provided that if Mr. Irving remained employed by us through the end of the Transition Period, his outstanding equity grants would continue to vest through February 15, 2015.

Financial Restatement and Related Policies

We maintain a comprehensive Ethics and Business Conduct Policy. As part of this policy, we investigate all reported instances of questionable or unethical behavior, and where improper behavior is found to

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have occurred, we take appropriate action up to and including termination. In the event that an investigation uncovers that one of our employees, officers or directors commits fraud or other improper act which causes our financials for any period to be restated or otherwise affects such financials, we would take immediate and appropriate disciplinary action against the individual including but not limited to termination. In addition, we would take whatever legal remedies are available to prosecute the individual to the fullest extent of the law and recover any amounts he or she inappropriately received as a result of the fraudulent action, including but not limited to any annual or long-term incentives that he or she received but would not have received had such act not be taken.

Executive Officer Stock Ownership Guidelines

We have instituted stock ownership guidelines for our executive officers with the purpose of ensuring they maintain a meaningful equity stake in our Company to further align our executive officers' interests with those of our stockholders. Each executive officer who is subject to Section 16 of the Securities Exchange Act or directly reports to our CEO (including all our NEOs) is required to own, as of the later of January 1, 2019 or five years from the date such individual begins reporting to our CEO or becomes a Section 16 officer, a number of vested shares of our Common Stock having a value equal to (a) five times the base salary for our CEO; (b) three times the base salary for our President and Chief Operating Officer, Chief Financial Officer, and President of any division (i.e., International) and (c) one and one-half times the base salary for other executive officers. In the event an executive officer is not compliant at the end of such five year period, our Compensation Committee may reduce future equity grants to such executive officer until he or she is compliant. Based on share holdings on April 1, 2015, each of our NEOs exceeded the minimum holding requirements on that date.

Tax Matters

Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), places a $1,000,000 limit on the amount of compensation that we may deduct in any one year with respect to our CEO and our three other most highly paid NEOs (other than our CFO). To maintain flexibility in compensating NEOs in a manner designed to promote varying corporate goals, our Compensation Committee may, in its judgment, authorize compensation payments that are not deductible when it believes that such payments are appropriate, including attracting and retaining highly-qualified executive officers.

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement submitted by the following members of the Compensation Committee:

William J. Cadogan, Chairman
Charles E. Hoffman
Thomas J. Hopkins

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(1)

The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not to be incorporated by reference in any filing of Synchronoss Technologies, Inc. under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by, or paid to our "principal executive officer," "principal financial officer" and our three other highest paid executive officers (our "NEOs") for 2014: