UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☑

Filed by a Party other than the Registrant  ☐

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Payment of Filing Fee (Check the appropriate box):

 

 

2024 NOTICE OF MEETING AND PROXY STATEMENT

 

Synchronoss Technologies, Inc.

200 Crossing Boulevard, 8^th Floor

Bridgewater, New Jersey 08807

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF SYNCHRONOSS TECHNOLOGIES, INC.

Notice is hereby given that Synchronoss Technologies, Inc. (the “Company”) will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on June 5, 2024 at 11:00 a.m. Eastern Time via a live interactive audio webcast on the internet. You will be able to vote and submit your questions at www.virtualshareholdermeeting.com/SNCR2024 during the meeting. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

A Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this proxy statement for our Annual Meeting of Stockholders (the “Proxy Statement”) and our annual report for the year ended December 31, 2023 on Form 10-K (together with the Proxy Statement, the “proxy materials”) through the internet or a printed copy of the proxy materials is being mailed to stockholders of record on or about April 25, 2024. The Notice also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following internet address: http://materials.proxyvote.com/87157B.

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.

Only stockholders of record at the close of business on April 8, 2024 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting as set forth in the Proxy Statement.

If you have any questions concerning the annual meeting or the proposals, please contact our Investor Relations at (949) 574-3860. For questions regarding your stock ownership, you may contact our transfer agent, Equiniti Trust Company, LLC, formerly American Stock Transfer & Trust LLC, by e-mail through their website at www.equiniti.com or by phone at (800) 468-9716 (within the U.S. and Canada) or shareowneronline.com.

By order of the Board of Directors,

 

Christina B. Gabrys

Chief Legal Officer and Corporate Secretary

April 25, 2024

The Proxy Statement and annual report to stockholders is available at http://materials.proxyvote.com/87157B.

Table of Contents

Proxy Summary

This proxy statement (“Proxy Statement”) is furnished in connection with solicitation of proxies by our Board of Directors (“Board”) for use at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held via a live interactive audio webcast on the Internet at 11:00 a.m. Eastern Time on June 5, 2024, and any postponements or adjournments thereof. Beginning on or about April 25, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy materials. As used in this Proxy Statement, the terms “Synchronoss,” the “Company,” “we,” “us,” and “our” mean Synchronoss Technologies, Inc. and its subsidiaries unless the context indicates otherwise.

Annual Meeting

Ways to Vote If you are a stockholder of record, you may cast your vote in any of the following ways:

If you are a beneficial owner holding shares through a bank, broker or other nominee, please refer to your Notice or other information forwarded by your bank or broker to see which voting options are available to you.

Proposals to be Voted On:

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

Proxy Statement Highlights

The following summary provides general information about Synchronoss Technologies, Inc., referred to as Synchronoss or the Company, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2023 annual report on Form 10-K. Our 2023 annual report on Form 10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission, or SEC. In this proxy statement, we reference various information and materials available on our corporate website. We have included our website address in this proxy statement as an inactive textual reference only. Information on our website is not incorporated by reference in this proxy statement.

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of United States securities laws, including without limitation, statements regarding environmental, social and governance matters. Forward-looking statements are often, but not always, identified by such forward-looking terminology as “goal,” “believe,” “will,” “may,” “could,” “would,” “should,” “plan,” “expect,” “intend,” “priority,” “outlook,” “guidance,” “objective,” “forecast,” “anticipate,” “estimate,” “seek,” “trend,” “target” and “strategy,” or similar statements or variations of such terms. These statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements, and those statements should not be relied upon as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is filed with the SEC. Important factors that may affect future results and outcomes include, but are not limited to those set forth in our 2023 annual report on Form 10-K and our subsequent SEC filings. We encourage investors to read these filings, particularly the sections on risk factors, for additional information with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking statements to reflect events after that time.

Company Overview

At Synchronoss, our vision is to reimagine a world in sync. We empower our customers to connect with subscribers in trusted and meaningful ways. We offer simple to use white label software that helps our customers get to market with their vision faster and more efficiently, enabling them to provide their subscribers with trusted platforms through which they can sync, organize and protect all their digital content, connect with one another and enjoy precious memories. Our mission is to help our customers create new revenue streams, reduce the cost of innovation and captivate their subscribers.

Our Values

Our Company values help shape who we are and what we can expect from each other. We strive to live our values in how we operate the Company so we can deliver on our commitments to our employees, our customers and our stockholders.

 

2023 Business and Financial Highlights

2023 was a transformative year for Synchronoss. It was the year in which we completed our strategic shift to becoming a premier, standalone global personal cloud solutions service provider.

Despite a tumultuous beginning to the year, with the Company in the midst of a strategic process and a public offer to acquire the Company, Synchronoss accomplished several key objectives in 2023. We entered into an agreement with our largest customer, Verizon, to extend our existing agreement to provide the Synchronoss Personal Cloud™ through 2030 and exercised an extension of the agreement with our long-time customer AT&T. Synchronoss partnered with SoftBank to launch their Anshin Data Box powered by Synchronoss Personal Cloud, expanding our global reach and resulting in Synchronoss having more than 75% of its total revenue under contracts with at least 4 year terms. We delivered key anchor features to our customers including “Enhanced Plans,” and built upon our “Genius” features to offer advanced computer vision and AI capabilities for enriching photos with unique effects and filters. We also streamlined the onboarding process to increase user engagement and satisfaction, simplifying the initial set up with the goal of ensuring users can quickly secure their digital content. And, perhaps most transformative, on October 31, 2023, we entered into an Asset Purchase Agreement with the Lumine Group relating to the divestiture of our Messaging and NetworkX business lines, completing the strategic process that begun in 2022 and leading us to embark on 2024 with a simplified financial profile and that we believe will provide for more profitable and efficient operations.

The successful divestiture with Lumine Group streamlined the Company allowing a clear picture of the potential of our Cloud business. The fourth quarter of 2023 marked the 15^th consecutive quarter of 9% or higher Cloud subscriber growth. We also reported GAAP revenue growth for Cloud of 3% in the fourth quarter of 2023 over the same quarter in the prior year and strengthened our liquidity position, generating a positive net cash flow of $2.7 million.

Information about our Board of Directors

Our Board is presently comprised of seven directors. Our restated certificate of incorporation provides for a classified board consisting of three classes of directors, each of which shall consist, as nearly as possible, of one-third of the total number of directors. Currently, two classes consist of two directors and one class consists of three directors. Each class serves a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire shall be elected (or re-elected) to serve from the time of election and qualification until the third annual meeting following their election.

Board Diversity

Board Diversity Matrix as of March 31, 2024

Corporate Governance Summary

 

Environmental, Social and Governance and Positive Corporate Culture

Environmental, Social and Governance (ESG)

Beginning with our Board, CEO and leadership team and proliferating throughout our organization, Synchronoss is working to conduct our business in a way that makes a positive impact on global issues and the communities in which we work and live. We consider our efforts in sustainability, engagement and inclusion, and achieving best practices in governance to be of paramount importance in providing value back to the global market and promoting an inclusive corporate culture where all employees can thrive. We believe that by incorporating initiatives in the key areas of ESG and employee benefits and engagement into our operations we not only improve our performance, but also create a constructive culture that benefits our three key stakeholders: employees, customers and investors.

With the guidance of our Board and our senior leadership team, we have implemented a comprehensive program which demonstrates our commitment to ESG and corporate culture, which we continually evaluate against the market and best practices.

Highlights from the Initiatives under way:

Key Executive Compensation Governance Attributes

We believe that a sound executive compensation program is grounded in good governance practices and we have refined our long term incentive program and short term incentive program to include new metrics to best align our executive compensation with the interests of the stockholders.

 

Questions & Answer about this Proxy Material & Voting Matters

If, on April 8, 2024, your shares of Common Stock were registered in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record and may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy on the internet or via telephone as instructed below or submit your proxy card to ensure your vote is counted.

If you are a stockholder of record, you may vote at the Annual Meeting or by one of the following methods:

Please note that the internet (other than during the Annual Meeting) and telephone voting facilities for stockholders of record are available 24 hours a day and will close at 11:59 p.m., Eastern Time on June 4, 2024. The individuals named as proxies will vote your shares in accordance with your instructions.

We provide internet proxy voting to allow you to vote your shares on-line, with procedures designed to ensure the authenticity and correctness of your proxy vote. However, please be aware that you are responsible for any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on April 8, 2024, your shares of Common Stock were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you may direct your broker or other agent on how to vote the shares in your account.

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received instructions for granting proxies with these proxy materials from that organization rather than from us. A number of brokers and banks participate in a program provided through Broadridge Financial Services that enables beneficial holders to grant proxies to vote shares via telephone or the internet. If your shares are held by a broker or bank that participates in the Broadridge program, you may grant a proxy to vote those shares telephonically by calling the telephone number on the instructions received from your broker or bank, or via the internet at Broadridge’s website at www.proxyvote.com. To vote by internet during the Annual Meeting, you must obtain your 16-digit control number from your broker, bank, or other agent.

then your shares will be voted “For” the election of Stephen Waldis, Mohan Gyani and Kevin Rendino as members of the Company’s Board of Directors, “For” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024, “For” the approval of the compensation of our named executive officers and “For” the 2015 Equity Plan Amendment. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Beneficial Owner — If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on any matter other than Proposal 2 with respect to your shares. This is generally referred to as a “broker non-vote.”

If you are a beneficial owner of your shares and wish to change or revoke your previously delivered proxy, you must contact the broker, bank or other agent holding your shares and follow their instructions for changing your vote.

Our directors are elected by a plurality of the votes cast at an annual meeting of stockholders, meaning the three nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. An instruction to “Withhold” authority to vote for a nominee will result in the nominee receiving fewer votes but will not count as a vote against the nominee. If you do not instruct your broker how to vote with respect to this proposal, your broker may not vote with respect to this proposal. Abstentions and “broker non-votes” (i.e., shares held by a broker or nominee that are represented at the Annual Meeting, but with respect to which such broker or nominee is not instructed to vote on a particular proposal, such broker or nominee does not have discretionary voting power) will have no effect on the election of a nominee.

Ratification of the appointment by our Audit Committee of the Board of Ernst & Young LLP as the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2024 requires a “For” vote from the majority of the outstanding shares that are present at the Annual Meeting or represented by proxy and cast affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted as either “For” or “Against” this proposal and will have no effect on this proposal. Because this proposal is a routine matter, a broker or other nominee may generally vote, although several large brokerage firms have recently eliminated discretionary voting even for “routine” matters. Therefore, if you hold your shares through such brokerage firms, then your shares might not be voted, even for “routine” matters if you do not give voting instructions to your broker.

The advisory approval of the compensation of the Company’s NEOs as described in this Proxy Statement requires a “For” vote from the majority of all of the outstanding shares that are present at the Annual Meeting or represented by proxy and cast affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted as either “For” or “Against” this proposal and will have no effect on this proposal. Even though your vote is advisory and therefore will not be binding on the Company, our Compensation Committee will review the voting results and take them into consideration when making future executive compensation decisions.

The 2015 Equity Plan Amendment requires a “For” vote from the majority of the outstanding shares that are present in person or represented by proxy and cast affirmatively or negatively at the Annual Meeting. Abstentions and broker non-votes will not be counted as either “For” or “Against” this proposal and will have no effect on this proposal. Because this proposal is a non-routine matter, broker non-votes are expected to exist in connection with this proposal.

If there are insufficient votes to approve any of the matters, your proxy may be voted by the persons named in the proxy to adjourn the Annual Meeting in order to solicit additional proxies in favor of the approval of such proposal(s). If the Annual Meeting is adjourned for any reason, at any subsequent reconvening of the meeting, your proxy will be voted in the same manner as it would have been voted at the original Annual Meeting unless you revoke or withdraw your proxy. Your proxy may be voted in this manner even though it may have been voted on the same or any other matter at a previous session of the Annual Meeting.

Meeting may adjourn the Annual Meeting to another date. Unless the polls have closed or you have revoked your proxy, your proxy will still be in effect and may be voted once the Annual Meeting is reconvened. However, you will still be able to change or revoke your proxy with respect to the proposals until the polls have closed for voting on the proposals.

Corporate Governance at Synchronoss

Corporate Governance Guidelines

Synchronoss is committed to strong and systematic corporate governance, which we believe helps us sustain our success and build long-term value for our stockholders. Our Board has adopted Corporate Governance Guidelines (the “Guidelines”), which are reviewed annually, to ensure we have implemented the most recent best practices in governance. This document sets forth the framework within which our Board can effectively function and govern the business. The Guidelines address, among other things, the composition and responsibilities of our Board, director independence, management succession planning and evaluation, access to information, executive sessions, communication with stockholders, target ownership by, and remuneration of, our directors, Board committees and selection of new directors. The Guidelines also specify the ways in which our Chief Compliance Officer interacts with the Board, and the responsibilities of our Disclosure Committee. We have also adopted a Workplace Code of Ethics and Business Conduct (the “Code”) 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. Consistent with our Code, we have developed a Supplier Code of Conduct to ensure we flow down our values and the values of our customers to our suppliers. The Guidelines and Code are available on the Investor Relations section of our website at www.synchronoss.com.

We have also implemented a Governance, Risk and Compliance Committee (“GRC Committee”) composed of the Chief Compliance Officer, Chief Legal Officer, Director of Governance Risk and Compliance and other rotating members as may be necessary from time to time. The GRC Committee is tasked with reviewing the Company's enterprise risk framework, monitoring developments in corporate governance, implementing new or updated policies or procedures as necessary and monitoring and coordinating the assumption of risk across the company. Additionally, our Board regularly reviews legal and regulatory requirements, evolving best practices and other developments, and may modify, waive, suspend or repeal the Guidelines or Code 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 our Board makes any substantive amendments to the Guidelines or the Code, we will promptly disclose the nature of the amendment or waiver on our website to the extent required by applicable law or regulations.

We have also recently established an AI Governance initiative to explore and govern the use of artificial intelligence both internally and within our products. Finally, we updated and revised our cybersecurity policy and procedures to ensure best practices to safeguard the data and content of our employees, our customers and their subscribers.

Board Leadership Structure

Consistent with the Guidelines, our Board believes it is important to retain its flexibility to allocate the responsibilities of our Chief Executive Officer (“CEO”) and Chair of the Board in any way that is in the best interests of our Company. 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. In the event the Board determines it is in the best interest of the Company to combine the roles of CEO and Chair of the Board, the Guidelines provide that a Lead Independent Director shall be elected by a majority vote of the independent members of the Board. The Lead Independent Director shall be responsible for coordinating the activities and meetings of the independent members, determining an appropriate schedule and agendas for meetings of the Board, and ensuring robust corporate governance. In addition, our Board continually evaluates its leadership structure to ensure that the Board is structured to address the best interests of our Company and our stockholders as they evolve over time.

Our Board has determined that our Company and our stockholders are best served by having Mr. Waldis, one of our founders, serve as our Chairperson of the Board, and Mr. Miller serve as our CEO and a member of our Board. Mr. Waldis previously served as our Executive Chairperson of the Board but has stepped into the Chairperson role as Mr. Miller’s experience increased and he has shown success in his role as CEO. As CEO, Mr. Miller is the individual with primary responsibility for managing our day-to-day operations, setting our overall business strategy, and ensuring the successful growth of our business. Mr. Waldis’ in-depth experience as our founder and long-time CEO and Chair of the Board position him well to serve as our Chair of the Board, assisting on certain sales and business development activities, and providing other consultative support to the CEO, upon Mr. Miller’s request.

Independence of our Board of Directors

Each year, as part of our assessment of director independence, our Nominating/Corporate Governance Committee and our full Board conduct 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 and our independent registered public

accounting firm, in addition to reviewing any other relationship which may impact the independent judgment of any member of the Board when executing his or her responsibilities as a member of the Board. Our Board also consults with our legal counsel to ensure that its determinations are consistent with all relevant laws and regulations regarding the definition of independence, including those set forth in pertinent listing standards of The Nasdaq Capital Market (“Nasdaq”), as amended 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, who serves as our Executive Chair, and Jeffrey Miller, who serves as our CEO. Our independent directors meet in regularly scheduled executive sessions where only independent directors are present. There are no family relationships among any of our directors or executive officers.

Board of Directors Oversight of Risk Management

Risk is inherent with every business and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations, strategic direction and intellectual property as more fully discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our other SEC filings. Assessing and managing risk is the responsibility of our management. Our Board oversees management in the execution of its responsibilities including our approach to risk management. An overall review and assessment of risk is inherent in our Board’s consideration of our operations, business plans, and proposed strategy. Additionally, our Board regularly reviews various risks arising out of transactions and strategic opportunities that are presented to our Board. At least annually, our Board also reviews and analyzes the strategic and operational risks, including cybersecurity risks, and opportunities that face our Company as a whole, as well as those related to specific areas of our business, including governance, audit and cybersecurity.

Our Board delegates the oversight of certain categories of risk affecting our operations to designated Board committees, who report their findings to our full Board. The Audit Committee is responsible for overseeing our Board’s execution of its risk management oversight responsibility. It implements and oversees policies governing the process by which our leadership team and other persons responsible for risk management assess and manage our exposure to major financial risk, as well as information technology and cybersecurity risks, and the steps they have taken to monitor and control such exposure, based on consultation with the leadership team and independent auditors. Our Audit Committee also annually reviews the audit plan developed by management in concert with our internal auditors, our information technology and cybersecurity risks and mitigation strategies, the domestic and international tax function and treasury operations, and conformity with ethics and compliance standards. In addition, our Board has delegated to other Board 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 assessment of our compensation policies and practices for our employees.

Stockholder Communications with our Board of Directors

Members of management and our Board regularly communicate with our stockholders. In the event a stockholder wants to communicate with our management and independent directors, they may do so by sending a letter to Synchronoss Technologies, Inc., 200 Crossing Boulevard, Eighth Floor, Bridgewater, New Jersey 08807, Attention: Secretary. Each communication should set forth the (i) name and address of the 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) number of shares of our Common Stock that are owned of record by such record holder and/or beneficially by such beneficial owner. Our Secretary will review all communications from stockholders and has the authority to disregard or take other appropriate actions with respect to any inappropriate communications. If deemed an appropriate communication, our Secretary will forward it, depending on the subject matter, to the chairperson of a committee of our Board or a particular director, as appropriate.

Clawback Policy

In compliance with Nasdaq listing requirements, our Board adopted a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) to allow us to recover incentive-based compensation paid to executive officers in the event that we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws.

Board Self-Evaluation

Our Nominating/Corporate Governance Committee oversees an annual self-evaluation process to analyze and review our Board’s and its Committees’ performance and the performance of each of the members of our Board. Our Nominating/Corporate Governance 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.

Director Qualifications and Skills

Our Nominating/Corporate Governance Committee is responsible for recommending to our Board nominees for election as directors each year and evaluating new candidates as appropriate. This assessment includes an evaluation of each director’s skills and experience, qualification as independent, as well as various other factors including the differences in perspectives, experiences, and background each member of the Board individually brings to the Board. Our Nominating/Corporate Governance Committee then looks for the following skills and experience in individual members of the Board to enhance the function of the Board as a whole.

Director Qualifications and Skills

 

 

Board of Directors and Committee Duties

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:

Board Structure and Committees

During 2023, our Board met sixteen times and acted five times by unanimous written consent. Each director attended at least 75% of our Board meetings and of each committee of which he or she served as a member. All of our then serving directors attended our 2023 Annual Meeting of Stockholders. Our Board 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.

Compensation Committee Interlocks and Insider Participation

During the calendar year ending on December 31, 2023, Mohan Gyani (Chair), Kristin Rinne and Martin Bernstein served as members of our Compensation Committee. None of the members of our Compensation Committee was an officer or employee of our Company at any time during 2023 and none of the members of our Compensation Committee has ever served as an officer of our Company or had any relationship with us requiring disclosure herein. None of our executive officers currently serves, or in the past fiscal year has served, 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.

Meet our Executive Officers

Information about our Executive Officers

The following table sets forth the name, age and position of each of our executive officers as of April 8, 2024.

Director Compensation

This section provides information regarding the cash & equity compensation policies and the compensation provided to our directors in 2023.

Non-Employee Director Compensation Program

Each member of our Board who is not an employee of our Company is entitled to the following compensation pursuant to our non-employee director compensation program:

Our Compensation Committee annually reviews the amounts awarded under our non-employee director compensation program based on their analysis of the competitive range of the equity granted to directors at our peer group companies and other publicly available information. The actual number of restricted stock awards and shares of underlying stock options is determined based on the grant date fair value of the equity awards. In 2023, due to the limited availability of shares remaining for issuance under our 2015 Equity Incentive Plan, the Board voluntarily agreed to reduce the value of the annual equity compensation under our non-employee director compensation program for 2023 to $120,000 at the time of the compensation committee’s approval of the award. The annual retainer fees are paid to our directors quarterly at the beginning of each quarter. In addition, we have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at our Board and Committee meetings. With respect to any director who has at least ten years of service as a director with the Company, in the event the director leaves the Company (other than for cause) or dies, any unvested equity is accelerated provided, however, that any vested options shall be required to be exercised within ninety days of the director’s last day as a director of the Company.

Executive Chair Compensation

As Executive Chair, Stephen Waldis received a base salary of $300,000 in 2023. Mr. Waldis did not receive any cash incentive bonus in 2023. Mr. Waldis did receive an equity grant in 2023 as described below.

The following table sets forth the compensation awarded to, earned by, or paid to each person who served as a non-employee director during 2023. Mr. Miller, our current Chief Executive Officer and President, does not receive additional compensation for his service as a director. Mr. Miller is not included in the table below.

Director Stock Ownership Guidelines

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 service on our Board. Currently, this would be $150,000. 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. Any newly elected director has three years from the date of his or her election to achieve the targeted equity ownership level. As of December 31, 2023, each of our directors owned at least the number of shares of our Common Stock required by these guidelines based on the price of our Common Stock on such date or were within their 3-year accumulation period.

Limitation of Liability and Indemnification

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 or her status as one of our directors, to the fullest extent permitted by Delaware law, our 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 any 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:

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 in order to adversely affect the protection of our directors.

Compensation Risk Management Considerations

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 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 both our short- and 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-taking. Therefore, our Compensation Committee believes our practices and policies will promote balanced risk management and are not likely to have a material adverse effect on our Company. Set forth below are the key risk-balancing elements of our compensation practices and policies:

Compensation of Executive Officers

Compensation Discussion and Analysis

This section discusses our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for our Named Executive Officers (our “NEOs”) for the fiscal year ended December 31, 2023. The table below sets forth our NEOs for 2023:

Executive Summary

Our executive compensation philosophy and programs are designed to attract, retain and motivate high-quality executives who possess the diverse skills and talents required to help us achieve our short and long-term financial and strategic goals. Our executive compensation programs are designed to foster a performance-oriented culture that aligns our executives’ interests with those of our stockholders over the long term. To provide for this alignment of interests, in 2023 our compensation programs provided that over 48% of our CEO’s and an average of approximately 28% of our NEOs’ targeted compensation were tied to long-term, equity-based incentives. By tying a portion of our NEOs’ targeted compensation to equity-based incentives, our Common Stock’s value needs to increase in order for our NEOs to realize an increase in value related to our Company’s restricted stock awards or cash units. Moreover, our Company needs to hit certain financial and strategic metrics in order for our NEOs to vest in the shares underlying our performance-based restricted stock awards or cash units. To further provide for performance-based equity awards, 100% of the total 2023 equity grants to each of our NEOs are either restricted stock awards of our Common Stock, or cash units subject to performance-based vesting. Accordingly, we believe that the compensation of our NEOs is both appropriate for, and responsive to, the goal of maximizing stockholder value, as the majority of each NEO’s compensation is allocated to performance-based incentives.

2023 Compensation Program Highlights

Our executive compensation program is designed to attract, retain and motivate high-quality executives and drive the creation of long-term stockholder value by tying a significant portion of our executives’ compensation to Company and individual performance. Our compensation philosophy and programs are designed to achieve the following objectives:

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

Our Compensation Committee oversees the design and administration of the compensation of our NEOs and certain other executive officers, with an enhanced focus on the individual compensation of our NEOs. For 2023, our CEO assessed the performance of our NEOs (other than himself), consulted with other members of management, including our Executive Chairman and our compensation consultant, and made recommendations to our Compensation Committee regarding the amount and the form of the compensation of our NEOs and other key employees, including the performance goals, weighting of goals, and equity compensation awards of our NEOs. Our CEO was not present during discussions regarding his compensation.

2023 Executive Compensation Program

Cash Incentive Compensation

For our NEOs’ Executive Cash Bonus Plan (“Executive Bonus Plan”) in 2023, our Compensation Committee approved the following metrics:

Long-Term Incentive Compensation

Each year, our Compensation Committee may award time-based vesting restricted stock awards, stock options and/or performance-based restricted cash units or shares to our NEOs as the long-term incentive component of their compensation. The annual mix and number, if any, of stock options, performance-based restricted cash units or shares and time-based vesting restricted stock awards granted to our NEOs are based on our Compensation Committee’s general understanding of pay practices for equivalent positions in our peer group, as well as published survey data for comparable roles at companies of a similar financial size in the same industry, our CEO’s recommendations (except for his own equity grants) and other factors it deemed appropriate. In 2023, our Compensation Committee granted performance-based restricted cash units, which may pay out in either cash or stock, performance-based restricted cash and time-based vesting restricted stock awards to our NEOs.

2023-2025 Performance-Based Restricted Cash Units and Performance-Based Cash

Our 2023 long-term equity incentive plan was designed to reward financial and strategic performance during a three-year period from 2023 through 2025, and the restricted cash units granted under the long-term incentive plan (the “2023-2025 Performance Units”) and the restricted cash granted under the long-term incentive plan (the “2023-2025 Cash Plan”) are earned and vest, subject to the Company’s achievement of pre-determined performance criteria during that period. Our NEOs are required to remain employed by our Company through February 2026 to vest in the 2023-2025 Performance Units and 2023-2025 Cash Plan. Our Compensation Committee approved the following performance metrics for the 2023-2025 Performance Units and 2023-2025 Cash Plan:

Shareholder Feedback

At our 2023 Annual Meeting of Stockholders, approximately 96% of the shares voted were cast in favor of the advisory vote on executive compensation. We continuously strive to improve the level of stockholder support for our executive compensation program. Our Compensation Committee evaluates 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 the continuous changes to our executive compensation program in considering the advisory vote presented below including adding new metrics to and including non-financial metrics in our short-term compensation plan.

Compensation Consultant

Our Compensation Committee’s compensation consultant, Deloitte Consulting LLP (“Deloitte”), generally attends regular Compensation Committee meetings and meets with our Compensation Committee without management present. Deloitte was our compensation consultant from 2013 through 2023. When making decisions with respect to compensation matters and to gain a better understanding of the competitive landscape, our Compensation Committee considers various analyses prepared by our compensation consultant, along with information it receives from management and its own judgment and experience.

Peer Group

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 are representative of the organizations with which we compete for our executive talent. Our Compensation Committee, based in part on advice from Deloitte, identified and approved the following companies that fit some or all of these criteria as our peer group for purposes of assisting in benchmarking our 2023 executive compensation decisions:

Our Compensation Committee reviewed the companies in our 2022 peer group in early 2023 in connection with its determination of the companies in our peer group for 2023 executive compensation decisions and, in consultation with Deloitte, modified the peer group to remove any companies in the 2022 peer group that had been acquired or merged and to reflect a group of companies with similar revenue, market cap, number of employees and industry. With those considerations, we removed the following companies from our peer group for 2023: Alarm.com Holdings, Inc., Bottomline Technologies, Inc., Box, Inc., Commvault Systems, Inc., Cornerstone OnDemand, Inc., Limelight Networks, Inc., Medallia, Inc., Mimecast Limited, QAD, Inc. With those same considerations, we added

Amplitude, Inc., AvePoint, Inc., Brightcove, Inc., Consensus Cloud Solutions, Inc., and Edgio, Inc. We believe the peer group utilized for purposes of 2023 executive compensation decisions was representative of companies that we compete with for executive talent. When making compensation decisions for our NEOs, our Compensation Committee also reviews published survey and peer group compensation data for other software/services companies or companies that operate in the same space as our Company. Competitive market practices are an important factor in our Compensation Committee’s decision-making process, although its decisions are not entirely based upon these factors. Rather, our Compensation Committee reviews and considers the peer group and other survey data to obtain a general understanding of current competitive compensation practices. Additionally, reviewing the peer group and survey compensation data enables our Compensation Committee to accomplish our goal of paying our NEOs what is appropriate and necessary to attract and retain qualified and committed executives while incentivizing achievement of our corporate goals and conserving cash and equity.

Principal Elements of Compensation

Our executive compensation program has the following principal elements: base salary, annual cash incentive bonuses, long-term incentive awards, severance and change in control benefits. For base salary, annual cash bonuses and long-term incentive awards for our executive officers, our Company’s compensation philosophy generally is to evaluate individual experience and contribution, as well as corporate performance, and then consider competitive market analysis. The markets we are serving are narrow and highly competitive for large-scale implementations leveraging unique technologies. With respect to all compensation components, we generally use the median compensation of our peer group and the markets for which we compete for talent as the starting point for the compensation decision making process. We seek to drive our Company to over-perform the market in the long term, and we believe that to ensure an appropriate pay-for-performance alignment, it may be appropriate for our Compensation Committee to approve compensation levels for individual executives that may be above or below target pay for similar positions based on experience, individual contribution and corporate performance. Additionally, our Compensation Committee may exercise discretion to issue one-time equity awards where appropriate to ensure alignment with key strategic business initiatives. The following table describes the primary compensation elements used by our Company and the objectives of each element:

Chief Executive Officer Compensation

As of December 31, 2023, Mr. Miller’s annual base salary was $520,000. Mr. Miller received equity grants in 2023 consistent with the other NEOs, as discussed in this Compensation Discussion and Analysis section.

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- and long-term performance. As shown below, approximately 73% of Mr. Miller, our CEO’s targeted compensation and an average of approximately 54% of the targeted compensation of our other NEOs for 2023 was at risk and tied to performance and long-term incentives.

 

2023 Compensation Decisions

In determining the criteria for our NEOs’ incentive compensation, our Compensation Committee considers a variety of factors, including alignment of our NEOs’ compensation with our stockholders’ returns, and from time to time may adjust these factors or performance metrics based on our Company’s transactions or the occurrence of unknown or unexpected events during the applicable measurement period. On the corporate level, our Compensation Committee selected revenue, net cash flow and operating income as metrics that our Compensation Committee believes appropriately value our Company on both a short- and long-term basis and are targeted to emphasize strong growth on gross revenue while also managing our earnings per share. We believe these are also the key metrics our stockholders use in their evaluation of our Company. As a result, our NEOs are focused on growing revenue, managing net cash flow, improving operating income and total shareholder return, which we believe is aligned with our stockholders’ perspective on our Company’s ability to grow and succeed on the short- and long-term.

Base Salary

Base salaries for our NEOs are reviewed and may be adjusted annually. Base salaries 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 consulting with our compensation consultant.

The table below sets forth each of our NEOs’ 2023 base salary as of December 31, 2023.

2023 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.

Target Percentage

Our Compensation Committee sets each NEO’s individual target cash incentive amount (expressed as a percentage of base salary) based on its general understanding of competitive pay practices, our CEO’s recommendation (except with respect to his own target), its consultation with our compensation consultant, and other factors it deems appropriate. Based on its review of these factors, in March 2023, our Compensation Committee kept the target bonus percentage of each of our NEOs at the same level as in 2022, with the exception of Mr. Doran and Ms. Gabrys .The target bonus percentage for Mr. Doran and Ms. Gabrys was increased to provide compensation and bonus consistent with peers and to align with market-based compensation for their respective roles.

The target cash incentive and maximum bonus percentages for each of our other NEOs for 2023 were as follows:

2023 Objectives

For 2023, the cash incentive bonuses actually received by each of our NEOs were determined based on certain corporate objectives.

Our Compensation Committee established (i) revenue, (ii) net cash flow and (iii) operating income as the corporate components of our 2023 annual cash incentive bonus program, with each of the components weighted as set forth below. We use the non-GAAP financial measure of operating income internally in analyzing our financial results and evaluating our ongoing operational performance because it excludes certain non-cash adjustments and non-recurring charges required under GAAP. This metric was also selected because it is one of the key performance metrics stockholders use in evaluating our Company. In calculating operating income, we add back items such as stock-based compensation expense, acquisition and divestiture related costs, restructuring charges, certain litigation expenses, net loss (income) from discontinued operations, loss on sale of discontinued operations, interest income and expense, provisions or benefits for income taxes, preferred dividend expense, net income or loss attributable to non-controlling interest and depreciation and amortization expense.

Each of the components was assigned a “threshold” level, which is the minimum achievement level that must be satisfied to receive a portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in our NEOs receiving up to 175% of the target amount attributed to that component.

The components of the 2023 cash incentive compensation plan, as adjusted by the Compensation Committee after the sale of the Messaging and NetworkX assets completed on October 31, 2023, are set forth below:

2023 Corporate Component

In 2023, our revenue was $220,000,000, which was below the minimum revenue target, and therefore, our NEOs did not receive any payout for this metric. Our net cash flow for 2023 was $1,900,000, which was at 59.1% of the target for this metric so, our NEOs received 23.7% payout for this metric. Our operating income was $44,500,000, which was at 54.3% of the target for this metric so, our NEOs received 10.9% payout for this metric.

The above calculations resulted in the following payout amounts under the 2023 cash incentive bonus plan for each of our NEOs:

2023 Long-Term Incentive Compensation Plan

Our Compensation Committee awarded time-based restricted stock awards, performance-based cash awards and performance-based restricted cash units to our NEOs as the long-term equity incentive component of their compensation, targeting an annual mix with the intent to provide NEOs with a balanced retention and performance opportunity and serve to closely align our NEOs’ long-term objectives with those of our stockholders. The number of shares underlying time-based vesting stock options and the target number of performance-based restricted cash units granted to our NEOs is based on our Compensation Committee’s general understanding of competitive pay practices, our CEO’s recommendation (except with respect to his own awards), consultation with our compensation consultant, and other factors that our Compensation Committee deems appropriate.

Time-Based Restricted Stock Awards, Performance-Based Cash Awards and Performance-Based Restricted Cash Units

In March 2023, in consultation with our compensation consultant, our Compensation Committee granted time-based restricted stock awards of our Common Stock (15% of such NEO’s equity award), performance-based restricted cash units (15% of such NEO’s equity award) and performance-based cash awards (70% of such NEO’s equity award) to each of our NEOs. The time-based vesting restricted stock awards vest one-third on each of the first, second and third anniversary of their grant date. The performance-based cash awards and performance-based restricted cash units vest upon the Compensation Committee approving the level of performance against pre-established metrics for such grants, and such approval is expected to occur on or about February 28, 2026. Each component is subject to the NEO remaining employed through the date of such approval in 2026. The time-based vesting helps tie our NEOs’ variable realizable compensation to our performance and further align their interests with those of our stockholders. See “Description of Awards Granted in 2023” below.

The following table sets forth the number of time-based restricted stock awards of our Common Stock, the number of performance-based restricted cash units awarded, and the amount of performance-based cash awards granted to our NEOs in 2023.

Performance-Based Restricted Cash Units

2021-2023 Performance-Based Restricted Cash Units

In April 2021, our Compensation Committee granted 2021-2023 performance-based restricted cash units to our NEOs employed as of the grant date. Mr. Hill was terminated from his position with our Company on December 31, 2023 and therefore will not be entitled to vest in any 2021-2023 performance-based restricted cash units. The following table sets forth the 2021-2023 performance-based restricted cash units (the “2021-2023 Performance Units”) awarded to our NEOs, as adjusted for the reverse stock split effective December 11, 2023:

The 2021-2023 Performance Units provide the opportunity to earn the identified performance-based restricted cash units based on the performance of our business during 2021, 2022 and 2023. Our NEOs are required to remain employed by our Company through February 2024 in order to vest in the cash units. Our Compensation Committee will determine whether to settle the vested performance-based restricted cash units in cash or shares of our Common Stock at the time they vest.

The following were the performance targets for the plan established by our Compensation Committee: 33.3% based on revenue, 33.3% based on adjusted EBITDA and 33.3% based on TSR.

Each of the components was separately assigned a “threshold” level, which established the minimum achievement necessary to be satisfied to receive any portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in 200% of the target cash units being earned with respect to such component as described below which threshold, target and maximum performance goals were subsequently adjusted to account for the sale of the Company’s digital assets in May 2022 and the sale of the Company’s Messaging and NetworkX assets on October 31, 2023.

As previously disclosed in the Compensation Discussion and Analysis section of our proxy statements for our 2022 and 2023 annual meeting of stockholders, our NEOs earned 54.17% of the target number of the 2021-2023 Performance Units allocable to 2021 based on the Company’s 2021 financial performance and 38.7% of the target number of the 2021-2023 Performance Units allocable to 2022 based on the Company’s 2022 financial performance. The actual number of 2021-2023 Performance Units earned based on each of our 2021 and 2022 performance is set forth below, which performance units vested in February 2024:

2023 Performance Period — One-third of the 2021-2023 Performance Units

In March 2023, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2023 portion of the 2021-2023 Performance Units, which threshold, target and maximum performance goals were subsequently adjusted to account for the sale of the Company’s Messaging and NetworkX assets on October 31, 2023:

In 2023, our NEOs did not receive any portion with respect to the revenue metric and received 18.1% with respect to the adjusted EBITDA metric. With respect to the TSR, based on the same analysis, our TSR was in the 27.5^th percentile, resulting in no payment for this metric. However, as a result of the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide 16.7% payout with respect to the TSR metric. As a result, each NEO received the following payout with respect to our Company’s 2023 performance:

As a result, our NEOs earned 34.8% of the target number of the 2021-2023 Performance Units allocable to 2023 based on our Company’s 2023 financial performance. The actual number of 2021-2023 Performance Units earned based on our 2023 performance is set forth below, which performance units vested in February 2024:

2022-2024 Performance-Based Restricted Cash Units

In May 2022, our Compensation Committee granted 2022-2024 performance-based restricted cash units to our NEOs employed as of the grant date. Mr. Hill was terminated from position with our Company on December 31, 2023 and therefore will not be entitled to vest in any 2022-2024 performance-based restricted cash units.

The following table sets forth the 2022-2024 performance-based restricted cash units (the “2022-2024 Performance Units”) awarded to our NEOs, as adjusted for the reverse stock split effective on December 11, 2023:

The 2022-2024 Performance Units provide the opportunity to earn the identified performance-based restricted cash units based on the performance of our business during 2022, 2023 and 2024. Our NEOs are required to remain employed by our Company through February 2025 in order to vest in the cash units. Our Compensation Committee will determine whether to settle the vested performance-based restricted cash units in cash or shares of our Common Stock at the time they vest.

The following were the performance targets for the plan established by our Compensation Committee: 25% based on revenue, 25% based on adjusted EBITDA and 50% based on TSR.

Each of the components was separately assigned a “threshold” level, which established the minimum achievement necessary to be satisfied to receive any portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in 200% of the target cash units being earned with respect to such component as described below, which threshold, target and maximum performance goals were subsequently adjusted to account for the sale of the Company’s digital assets in May 2022 and the sale of the Company’s Messaging and NetworkX assets on October 31, 2023.

2022 Performance Period — One-third of the 2022-2024 Performance Units

In May 2022, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2022 portion of the 2022-2024 Performance Units, which threshold, target and maximum performance goals were subsequently adjusted to account for the sale of the Company’s digital assets in May 2022:

As previously disclosed in the Compensation Discussion and Analysis section of our proxy statement for our 2023 annual meeting of stockholders, our NEOs did not receive any portion with respect to the revenue metric, received 116% with respect to the adjusted EBITDA metric and our TSR was in the 9th percentile, resulting in no payment for this metric. As a result, each NEO received the following payout with respect to our Company’s 2022 performance:

As a result, our NEOs earned 29% of the target number of the 2022-2024 Performance Units allocable to 2022 based on our Company’s 2022 financial performance. The actual number of 2022-2024 Performance Units earned based on our 2022 performance is set forth below, which performance units shall vest on or about February 2025 provided the NEO remains employed by our Company through such date:

2023 Performance Period — One-third of the 2022-2024 Performance Units

In March 2023, our Compensation Committee approved the following threshold, target and maximum performance goals for the 2023 portion of the 2022-2024 Performance Shares, which threshold, target and maximum performance goals were subsequently adjusted to account for the sale of the Company’s sale of the Company’s Messaging and NetworkX assets on October 31, 2023:

In 2023, using the same adjustments and calculations as described under our 2023 cash incentive compensation plan, our NEOs did not receive any portion with respect to the revenue metric and attained 54.3% with respect to the adjusted EBITDA metric, resulting in a 13.6% payout. With respect to the TSR, based on the same analysis, our TSR was in the 27.5^th percentile, resulting in no payment for this metric. However, as a result of the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan, which resulted in a payout of 25% with respect to the TSR metric. As a result, each NEO received the following payout with respect to our Company’s 2023 performance:

2023-2025 Performance-Based Restricted Cash Units

In March 2023, our Compensation Committee granted 2023-2025 performance-based restricted cash units to our NEOs employed as of the grant date. Mr. Hill was terminated from his position with our Company on December 31, 2023 and therefore will not be entitled to vest in any 2023-2025 performance-based restricted cash units.

The following table sets forth the 2023-2025 performance-based restricted cash units (the “2023-2025 Performance Units”) awarded to our NEOs, as adjusted for the reverse stock split effective December 11, 2023:

The 2023-2025 Performance Units provide the opportunity to earn the identified performance-based restricted cash units based on the performance of our business during 2023, 2024 and 2025. Our NEOs are required to remain employed by our Company through February 2026 in order to vest in the cash units. Our Compensation Committee will determine whether to settle the vested performance-based restricted cash units in cash or shares of our Common Stock at the time they vest.

The following were the performance targets for the plan established by our Compensation Committee: 25% based on revenue, 25% based on adjusted EBITDA and 50% based on TSR.

Each of the components was separately assigned a “threshold” level, which established the minimum achievement necessary to be satisfied to receive any portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in 200% of the target cash units being earned with respect to such component as described below, which threshold, target and maximum performance goals were subsequently adjusted to account for the sale of the Company’s Messaging and NetworkX assets on October 31, 2023.

2023 Performance Period — One-third of the 2023-2025 Performance Units

In 2023, using the same adjustments and calculations as described above under our 2023 cash incentive compensation plan, our NEOs did not receive any portion with respect to the revenue metric and received 54.3% with respect to the adjusted EBITDA metric. With respect to the TSR, based on the same analysis, our TSR was in the 27.5^th percentile, resulting in no payment for this metric. However, as a result of the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan, which resulted in a payout of 25% with respect to the TSR metric:

As a result, our NEOs earned 38.6% of the target number of the 2023-2025 Performance Units allocable to 2023 based on our Company’s 2023 financial performance. The actual number of 2023-2025 Performance Units earned based on our 2023 performance is set forth below, which performance units shall vest on or about February 2026 provided the NEO remains employed by our Company through such date:

2023-2025 Performance-Based Cash Awards

In March 2023, our Compensation Committee granted 2023-2025 performance-based cash awards to our NEOs employed as of the grant date. Mr. Hill was terminated from his position with our Company on December 31, 2023 and therefore will not be entitled to vest in any 2023-2025 performance-based cash awards.

The following table sets forth the 2023-2025 performance-based cash awards (the “2023-2025 Performance Cash”) awarded to our NEOs:

The 2023-2025 Performance Cash provide the opportunity to earn the identified performance-based cash award based on the performance of our business during 2023, 2024 and 2025. Our NEOs are required to remain employed by our Company through February 2026 in order to vest in the cash award.

The following were the performance targets for the plan established by our Compensation Committee: 25% based on revenue, 25% based on adjusted EBITDA and 50% based on TSR.

Each of the components was separately assigned a “threshold” level, which established the minimum achievement necessary to be satisfied to receive any portion of the applicable bonus amounts, and a “maximum” level, which, if achieved or exceeded, would result in 200% of the target cash units being earned with respect to such component as described below, which threshold, target and maximum performance goals were subsequently adjusted to account for the sale of the Company’s Messaging and NetworkX assets on October 31, 2023.

2023 Performance Period — One-third of the 2023-2025 Performance Cash

In 2023, using the same adjustments and calculations as described above under our 2023 cash incentive compensation plan and our 2023-2025 Performance Units plan, our NEOs did not receive any portion with respect to the revenue metric and received 54.3% with respect to the adjusted EBITDA metric. With respect to the TSR, based on the same analysis, our TSR was in the 27.5^th percentile, resulting in no payment for this metric. However, as a result of the timing of the reverse stock split effective on December 11, 2023 and the actual shareholder return for the calendar year 2023, the Compensation Committee exercised its discretion to provide payout at the threshold of the plan, which resulted in a payout of 25% with respect to the TSR metric:

As a result, our NEOs earned 38.6% of the target amount of the 2023-2025 Performance Cash allocable to 2023 based on our Company’s 2023 financial performance. The actual amount of 2023-2025 Performance Cash earned based on our 2023 performance is set forth below, which performance cash shall vest on or about February 2026 provided the NEO remains employed by our Company through such date:

Other Benefits and Perquisites

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. There were no other special benefits or perquisites provided to any NEO in 2023.

Recoupment and Related Policies

We have a comprehensive Workplace Code of Ethics and Business Conduct and ensure that our employees comply with this policy. In accordance with this policy, we investigate all reported instances of questionable or unethical behavior, and where improper behavior is found to have occurred, we take appropriate remedial action up to and including termination. If the results of an investigation establish that one of our employees, officers or directors has committed fraud or engaged in some other improper act that has the result of causing our financial statements for any period to be restated or that otherwise adversely affects those financial statements, our Board has discretion to take immediate and appropriate disciplinary action against the individual, including but not limited to termination. In addition, our Board has discretion to pursue whatever legal remedies are available to prosecute the individual to the fullest extent of the law and to claw back or recoup any amounts he or she inappropriately received as a result of the improper action or inaction, 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. We adopted a general compensation recovery, or clawback, policy covering our annual and long-term incentive award plans and arrangements consistent with the requirements of the Exchange Act Rule 10D-1 on November 30, 2023.

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 their interests with those of our stockholders. Each executive officer who is also subject to Section 16 of the Exchange Act or who directly reports to our CEO (which includes all of our NEOs) is required to own, as of the later of January 1, 2023 or five years from the date on which the individual first began reporting to our CEO or first became a Section 16 officer, a number of vested shares of our Common Stock having a value at least equal to (a) in the case of our CEO, five times his then current base salary; (b) for any direct report of our CEO, three times that individual’s then current base salary, and (c) for other executive officers subject to this policy, one and one-half times the individual’s then current base salary.

If an executive officer is not compliant at the end of his or her phase-in period, our Compensation Committee may reduce future equity grants to that individual until he or she becomes compliant. Based on shareholdings and the price of our Common Stock on December 31, 2023, Mr. Doran has fallen below his applicable minimum holding requirement and Messrs. Ferraro and Miller and Ms. Gabrys are still within the five-year period from becoming executive officers and, therefore, have not had an opportunity to acquire the necessary amount of our Common Stock as of December 31, 2023.

Tax Matters

For federal income taxes, compensation is an expense that is fully tax deductible for almost all of our U.S. employees. As a result of changes made by the 2017 Tax Cuts and Jobs Act, compensation in excess of $1 million paid to anyone who serves as the Chief Executive Officer, Chief Financial Officer or who is among the three most highly compensated executive officers for any year beginning

after December 31, 2016 generally is not deductible. The only exception is for compensation that is paid pursuant to a binding contract in effect on November 2, 2017, that would have otherwise been deductible under the prior Section 162(m) rules, of which the Company has none. Our Compensation Committee considers tax and accounting implications in determining all elements of our compensation plans, programs and arrangements.

Management Changes

Mr. Hill was terminated from his position as Chief Commercial Officer effective December 31, 2023. In connection with his termination, Mr. Hill entered into a Transition and Separation Agreement with our Company, consistent with the terms of his employment agreement. The Transition and Separation Agreement includes a general release of claims in favor of our Company, and provides for the following payments to Mr. Hill: (i) severance payment in the amount of $910,394 (less applicable withholdings and deductions) paid in 36 equal bi-monthly payments, (ii) the 2023 Company 401(k) match, which was paid when similarly situated employees received their 401(k) match and (iii) lump sum 2023 bonus payment in the amount approved by the Compensation Committee based on the attainment of the targets in the 2023 executive bonus plan (less applicable withholdings and deductions) paid when similarly situated executives receive their 2023 bonus. Mr. Hill entered into a Consulting Agreement with the Company effective January 1, 2024 (the “Consulting Agreement”) under which he provides services to our Company from time to time through June 30, 2024, unless earlier terminated by the parties. Under the Consulting Agreement, if Mr. Hill achieves execution of the Committed Extension (as defined in the Consulting Agreement) on or before April 30, 2024, he shall receive payment in the form of the vesting of certain time-based RSAs granted to him when he was an employee of the Company and if he achieves execution of the Committed Extension after April 30, 2024 but before June 30, 2024, he will receive payment in the form of cash equal to the number of shares that would have vested in April 2024 had they continued to vest multiplied by the closing stock price on the day the Committed Extension is executed.

Compensation Committee Report⁽¹⁾

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 our Board that the Compensation Discussion and Analysis be included in this Proxy Statement submitted by the following members of the Compensation Committee:

Mohan S. Gyani, Chair

Kristin S. Rinne

Martin F. Bernstein

Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by, or paid to our NEOs for the years indicated:

Grants of Plan Based Awards

The following table sets forth each plan-based award granted to our NEOs during the year ended December 31, 2023. The FASB ASC Topic No. 718 value of these awards is also reflected in the Stock Awards column of the Summary Compensation Table above: