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DEF 14A 1 d105605ddef14a.htm DEF 14A DEF 14A

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. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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SYNAPTICS INCORPORATED

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

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NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS


Date and Time:	Tuesday, October 26, 2021 at 9:00 a.m. local (Pacific) time

Place:	Live interactive webcast on the Internet at www.virtualshareholdermeeting.com/syna2021. You will not be able to attend the 2021 annual meeting of stockholders (the “Annual Meeting”) in person.

Items of Business:	1.	Elect as directors the three nominees named in the attached Proxy Statement, each to serve for a three-year term expiring in 2024.

	2.	Approve, on an advisory basis, the compensation of our named executive officers.

	3.	Ratify the appointment of KPMG LLP as our independent auditor for the year ending June 25, 2022.

	4	Approve our amended and restated 2019 Equity and Incentive Compensation Plan.

Record Date:	The Board of Directors has fixed the close of business on September 1, 2021 as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting, or any adjournment(s) or postponement(s) thereof.

Proxy Voting:	Your vote is very important to us. Whether or not you plan to participate in the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. If you participate in and vote at the Annual Meeting, your proxy or voting instructions will not be used.


		By Order of the Board of Directors,
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
PROXY MATERIALS
The Notice of Annual Meeting, Proxy Statement and our 2021 Annual Report on Form 10-K are first being made available to stockholders at www.proxyvote.com on or about September 7, 2021. You are encouraged to access and review all of the important information contained in our proxy materials before voting.
		Michael Hurlston President and Chief Executive Officer
		September 7, 2021: San Jose, California


SYNAPTICS INCORPORATED		PROXY STATEMENT		1

CONTENTS


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1
PROXY SUMMARY			4
Business and Financial Highlights			4
Stockholder Engagement and Responsiveness			5
Compensation Highlights			6
Board of Directors Snapshot			7
Corporate Governance Highlights			8
VOTING INFORMATION			9
Voting Matters and Board Recommendations			9
How to Cast Your Vote			9
PROPOSAL 1 – ELECTION OF DIRECTORS			10
General			10
Board Composition			10
Class 1 Director Nominees			12
Continuing Directors			15
Vote Required			20
Recommendation			20
PROPOSAL 2 – ADVISORY APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION			21
Our Compensation Objectives			21
Fiscal 2021 Compensation Highlights			22
Advisory Resolution			22
Vote Required			23
Recommendation			23
PROPOSAL 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR			24
Vote Required			24
Recommendation			24
PROPOSAL 4 – APPROVAL OF AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE COMPENSATION PLAN			25
Vote Required			35
Recommendation			35
CORPORATE GOVERNANCE			36
Board Composition and Governance			36
Board Committees			40
Director Selection, Evaluation and Communications			43
DIRECTOR COMPENSATION			45
Cash Compensation			45
Equity Compensation			45
Director Compensation Limits			45
Stock Ownership Guidelines			45
Director Compensation Table — Fiscal 2021			46
AUDIT AND NON-AUDIT FEES			47
Audit Committee Pre-Approval Policies			47
Principal Accountant Fees and Services			47
AUDIT COMMITTEE REPORT			48
COMPENSATION DISCUSSION AND ANALYSIS			49
Executive Summary			49
How We Make Compensation Decisions			53
Governance and Pay Policies and Practices			54
Compensation Philosophy and Objectives			55
Fiscal 2021 Named Executive Officer Compensation			55
Severance and Change of Control Arrangements			61
Executive Retention Program			62
Other Compensation Policies			62
Tax Considerations			63


SYNAPTICS INCORPORATED		PROXY STATEMENT		2


COMPENSATION COMMITTEE MATTERS			64
Compensation Committee Report			64
Compensation Committee Interlocks and Insider Participation			64
NAMED EXECUTIVE OFFICER COMPENSATION TABLES			65
Summary Compensation Table — Fiscal Years 2019, 2020 and 2021			65
Grants of Plan-Based Awards — Fiscal 2021			68
Description of Plan-Based Awards			69
Outstanding Equity Awards at Fiscal 2021 Year End			70
Option Exercises and Stock Vested — Fiscal 2021			73
Potential Payments Upon Termination or Change of Control			73
Estimated Severance and Change of Control Benefits			75
CEO PAY-RATIO DISCLOSURE			77
EQUITY COMPENSATION PLAN INFORMATION			78
BENEFICIAL OWNERSHIP OF CERTAIN STOCKHOLDERS			79
OTHER MATTERS			81
Certain Relationships and Related Transactions			81
Proposals and Nominations for 2022 Annual Meeting of Stockholders			81
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING PROCEDURES			82
GENERAL INFORMATION			86
Proxy Solicitation Expenses			86
Available Information			86
Other Matters			86
APPENDIX A – DEFINITIONS AND RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES			A-1
APPENDIX B – AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE COMPENSATION PLAN			B-1

Forward-Looking Statements

This Proxy Statement contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as “expect,” “anticipate,” “intend,” “believe,” “estimate,” “plan,” “target,” “strategy,” “continue,” “may,” “will,” “should,” variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, including our expectations regarding the potential impacts on our business of the COVID-19 pandemic, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risk that our business, results of operations and financial condition and prospects may be materially and adversely affected by the COVID-19 pandemic and that significant uncertainties remain related to the impact of COVID-19 on our business operations and future results; global supply chain disruptions and component shortages that are currently affecting the semiconductor industry as a whole; the risks as identified in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” sections of our most recent Annual Report on Form 10-K and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this Proxy Statement.

Fiscal Year Information

Our fiscal year is the 52- or 53-week period ending on the last Saturday in June. The fiscal periods presented in this proxy statement were the 52-week periods for the fiscal years ended June 26, 2021, or fiscal 2021, June 27, 2020, or fiscal 2020, and June 29, 2019, or fiscal 2019. Our principal executive offices are located at 1251 McKay Drive, San Jose, California 95131-1709.


SYNAPTICS INCORPORATED		PROXY STATEMENT		3

PROXY SUMMARY

This section highlights information about Synaptics Incorporated (“we,” “our,” “us” or the “Company”) and our Board of Directors (the “Board”) that is contained elsewhere in this Proxy Statement. This section does not contain all of the information that you should consider and you should read the entire Proxy Statement before voting.

BUSINESS AND FINANCIAL HIGHLIGHTS

Fiscal 2021 was one of the most financially rewarding periods of the Company’s 35-year history with several record setting milestones having been reached. First, the early results are beginning to show as the company successfully pivots its core strategy to focus more heavily on the growing opportunities within the Internet of Things (IoT) market, expanding our sales mix from 21% IoT in fiscal 2019 to exiting the fourth quarter of fiscal 2021 at 50% of sales from IoT products. This remarkable acceleration of revenue growth within IoT has allowed the company to become a more diversified and stable generator of profits and will enable us to fund future technology developments. As a result of our renewed strategy, the Company has transformed itself into one which delivers high value semiconductor products to its customers, which can be seen through record high gross margins, and a company which is highly profitable and able to self-fund technology development, as demonstrated through record high operating margins. In addition, as a result of our disciplined approach to managing operating expenses, we have achieved record setting cash flow from operations during the year. These combined efforts have delivered significant value to our stockholders, as our stock price has nearly tripled since the end of fiscal 2020, has increased five-fold since the end of fiscal 2019, and has significantly outperformed both the S&P 500 and the Philadelphia Semiconductor Index over these time periods.

During fiscal 2021, our leadership team led the Company to the following notable achievements:

GAAP earnings per share of $2.08 and record high non-GAAP earnings per share of $8.26;

annual GAAP gross margins of 45.6% and record annual non-GAAP gross margins of 53.6%;

record GAAP and non-GAAP fourth quarter gross margins of 52.1% and 57.5%, respectively;

record cash flow from operations of $319.2 million;

a fiscal 2021 year-end stock price of $147.58, which was 162% higher than as compared to our prior fiscal year-end; and

revenue of $1,339.6 million for our fiscal year ended June 26, 2021

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SYNAPTICS INCORPORATED		PROXY STATEMENT		4

STOCKHOLDER ENGAGEMENT AND RESPONSIVENESS

We believe regular and transparent communications with our stockholders is essential to our long-term success. Our management team, including our Chief Executive Officer and Chief Financial Officer, regularly participates at various investor conferences around the world and have received valuable feedback from our stockholders who have provided important external perspectives on the strategy of the Company. Feedback from our stockholders is shared with our Board regularly.

2020 Stockholder Outreach

· In fiscal 2021, we contacted our top 15 institutional stockholders representing an aggregate ownership of approximately 75% of our then-outstanding shares to discuss corporate governance and executive compensation.

· Management ultimately had discussions with stockholders representing 37% of our then outstanding shares.

· Stockholders representing 38% of our then outstanding shares did not require a meeting, had no concerns or did not respond.

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What We Heard

· Stockholders wanted to see the Company set objective financial targets that are quantifiable and for incentive compensation to be tied to such financial targets.

· Stockholders wanted more transparency around our compensation decisions.

· Stockholders wanted more outreach from, and engagement with, the Company on a regular basis.

· Stockholders wanted to understand the one-time nature of our CEO equity grants and to see better alignment with peer compensation going forward.

· Stockholders wanted more gender diversity on our Board.

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What We Have Done in Response

· Effective fiscal 2020 and continuing into fiscal 2021, our annual performance-based cash bonus plan was modified from prior practice and redesigned to base award payments as measured against three objective financial performance metrics – revenue, non-GAAP gross margin, and non-GAAP operating profit.

· We provide in this Proxy Statement greater transparency about our compensation plans.

· We have implemented an outreach program to regularly interact with our stockholders on matters regarding corporate governance and executive compensation.

· We have not offered any one-time or extraordinary grants to our CEO in fiscal 2021 and continue to maintain our process of aligning management compensation to our peer group, balancing the need for a highly-qualified management with a reasonable pay-for-performance philosophy.

· We recently increased the gender diversity on our Board with the appointment of Susan Hardman and Patricia Kummrow and have added an additional disclosure regarding our management succession planning process.

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Continuing Engagement Process

· We are committed to increasing stockholder engagement through increased participation at stockholder conferences and targeted stockholder marketing events. In fiscal 2021, we presented at 17 such conferences and five such marketing events, which was consistent with the number of such events we had attended in fiscal 2020.

· We reach out to our top 15 institutional stockholders on a regular basis.

· We discuss the feedback we receive from stockholder calls and the activities outlined above at each of our Board meetings.


SYNAPTICS INCORPORATED		PROXY STATEMENT		5

COMPENSATION HIGHLIGHTS

The Compensation Committee approved the fiscal 2021 compensation arrangements for our Named Executive Officers (“NEOs”). Below are highlights from the Compensation Discussion and Analysis (the “CD&A”) section of this Proxy Statement:

Compensation Framework



Annual Cash Bonuses Based on Performance		Determined based on a rigorous performance measurement framework that measures the Company’s actual performance against multiple pre-established financial goals – which include revenue, non-GAAP gross margin, and non-GAAP operating profit goals – and each NEO’s contribution to that performance.

Majority of Target Total Direct Compensation is “At Risk”		Approximately 94% of our Chief Executive Officer’s target total direct compensation and approximately 87% of our other continuing NEOs’ target total direct compensation was tied directly to the performance of the Company and/or the Company’s stock price (as reflected in the pay mix charts below).

Majority of Target Total Direct Compensation is in the Form of Long-Term Incentives		The most significant component of each NEO’s target total direct compensation opportunity is in the form of equity awards that each vest or are earned over a multi-year (three- or four-year) period. In fiscal 2021, approximately 86% of our Chief Executive Officer’s, and approximately 77% of our other continuing NEOs’, target total direct compensation was annual long-term incentive compensation in the form of equity awards.

Majority of Target TDC Long-Term Incentives are Performance -Based		Approximately 57% of our Chief Executive Officer’s, and approximately 52% of our other continuing NEOs’, annual long-term incentive compensation for fiscal 2021 is subject to performance-based vesting requirements.

Pay Mix for Fiscal 2021

CEO - Michael Hurlston

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All other continuing NEOs

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SYNAPTICS INCORPORATED		PROXY STATEMENT		6

BOARD OF DIRECTORS SNAPSHOT

Name

Age

Director

Since

Independent

Primary Occupation

Committee

Membership*

Nelson Chan

2007

Yes

Chair of the Board of Synaptics

EC (Chair), AC, NCGC

Kiva Allgood

2019

Yes

Consultant

NCGC, CC

Jeffrey Buchanan

2005

Yes

Consultant

AC (Chair), NCGC, EC

Keith Geeslin

1986

Yes

General Partner of Francisco Partners

CC (Chair), EC

Susan Hardman

2020

Yes

Consultant

Michael Hurlston

2019

President and Chief Executive Officer of Synaptics

—

Patricia Kummrow

2021

Yes

Vice President, Data Center Group and General Manager, Ethernet Division at Intel

—

James Whims

2007

Yes

Partner at Alsop Louie Partners

NCGC (Chair), AC, EC

* AC = Audit Committee; NCGC = Nominations and Corporate Governance Committee; CC = Compensation Committee; EC = Executive Committee


SYNAPTICS INCORPORATED		PROXY STATEMENT		7

CORPORATE GOVERNANCE HIGHLIGHTS

The Company is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens accountability of the Board and helps build public trust in the Company. Highlights include the following:

Independent Board Leadership and Practices

· Independent Chair of the Board with a well-defined role and robust responsibilities

· All directors are independent except our Chief Executive Officer (7 out of 8 current directors)

· All Board committees are composed solely of independent directors

· Commitment to include women and individuals from minority groups in the qualified pool from which new director candidates are selected

· Comprehensive risk oversight practices, including quarterly updates from management on risks we face

· Regular strategic updates from our Chief Executive Officer

· Regular executive sessions of independent directors led by our independent Chair of the Board

· Annual Board and committee self-evaluations

· Nominations and Corporate Governance Committee makes regular reports on succession planning efforts

· Directors may only serve on the board of directors of three other public companies, absent approval from the Chair of the Board or the Nominations and Corporate Governance Committee

Stockholder Rights

· Majority voting for directors

· Annual Say-on-Pay voting

· No stockholder rights plan

Best Compensation and Governance

Practices

· Independent compensation consultant

· Robust stock ownership guidelines for executives and non-employee directors

· Stock holding requirement for our directors and executive officers

· Anti-hedging policy

· Anti-pledging policy

· Clawback policy

· No “single trigger” change of control provisions

· No excise tax gross-ups

· No repricing of underwater stock options without stockholder approval


SYNAPTICS INCORPORATED		PROXY STATEMENT		8

VOTING INFORMATION

VOTING MATTERS AND BOARD RECOMMENDATIONS

Our Board is soliciting your proxy to vote on the following matters at our Annual Meeting to be held at 9:00 a.m. local (Pacific) time on Tuesday, October 26, 2021, via live interactive webcast on the Internet at www.virtualshareholdermeeting.com/syna2021, where you will also have the opportunity to submit questions to the Company during the Annual Meeting:


	Vote Required	Vote Required	Board Recommendation	Page

Proposal No. 1	Election of Three Director Nominees	Majority of Votes Cast	For	10

Proposal No. 2	Advisory Approval of Compensation of Named Executive Officers	Majority of Votes Cast	For	21

Proposal No. 3	Ratification of Appointment of KPMG LLP as Independent Auditor for 2022	Majority of Votes Cast	For	24

Proposal No. 4	Approval of Amended and Restated 2019 Equity and Incentive Compensation Plan	Majority of Votes Cast	For	25

HOW TO CAST YOUR VOTE


INTERNET	PHONE	MAIL	AT THE ANNUAL MEETING

Follow the instructions provided in the notice or separate proxy card or voting instruction form you received.	Follow the instructions provided in the separate proxy card or voting instruction form you received.	Send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.	Vote during the meeting via the Internet at www.virtualshareholdermeeting.com/ syna2021


On September 7, 2021, the proxy materials for our Annual Meeting, including this Proxy Statement and our 2021 Annual Report on Form 10-K (the “2021 Annual Report”), were first sent or made available to our stockholders entitled to vote at the Annual Meeting.


SYNAPTICS INCORPORATED		PROXY STATEMENT		9

PROPOSAL 1 –

ELECTION OF DIRECTORS

GENERAL

Our Board currently consists of eight directors and is divided into three classes, with one class standing for election each year for a three-year term, as follows:


Class 1 directors with terms expiring at the Annual Meeting	Class 2 directors with terms expiring at the 2022 annual meeting of stockholders	Class 3 directors with terms expiring at the 2023 annual meeting of stockholders

Jeffrey Buchanan	Kiva Allgood	Nelson Chan

Keith Geeslin	Michael Hurlston	Susan Hardman

James Whims	Patricia Kummrow

On the recommendation of the Nominations and Corporate Governance Committee (the “Nominations Committee”), the Board has nominated Jeffrey Buchanan, Keith Geeslin, and James Whims for re-election as Class 1 directors. If elected, the Class 1 directors will serve for three-year terms expiring at the 2024 annual meeting of stockholders or until their respective successors are duly elected and qualified.

Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of each of Jeffrey Buchanan, Keith Geeslin, and James Whims. Messrs. Buchanan, Geeslin, and Whims are currently directors of the Company and were previously elected to serve on the Board by our stockholders. Messrs. Buchanan, Geeslin, and Whims have each consented to being named in this Proxy Statement and to serve as a director if elected. We have no reason to believe that any of Messrs. Buchanan, Geeslin, or Whims will be unable or unwilling for good cause to serve if elected. In the event Messrs. Buchanan, Geeslin, or Whims is unable for any reason or unwilling for good cause to serve at the time of the Annual Meeting, the persons who are designated as proxy holders may exercise discretionary authority to vote for a substitute nominee selected by our Board or our Board may reduce the number of directors on the Board.

BOARD COMPOSITION

Board Snapshot

The following provides a snapshot of our three director nominees and five continuing directors:

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SYNAPTICS INCORPORATED		PROXY STATEMENT		10

Director Skills, Experience and Background

We believe each of our three director nominees and five continuing directors possess the professional and personal qualifications necessary for effective service as a director. In addition to each director’s specific experience, qualifications and skills, we believe that each director has individual character and integrity; business experience and leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We believe all directors have a commitment to the Company and to building long-term stockholder value. The following chart shows a summary of the skills and core competencies of our three director nominees and five continuing directors:

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SYNAPTICS INCORPORATED		PROXY STATEMENT		11

CLASS 1 DIRECTOR NOMINEES

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Jeffrey D. Buchanan

Independent Director

Age: 65

Director Since 2005

Committees: Audit (Chair),

Nominations and Executive

Jeffrey D. Buchanan has been a director of the Company since September 2005.

In August 2020, Mr. Buchanan retired from his full-time senior executive role and is presently an independent consultant in the technology industry. Mr. Buchanan was the Executive Vice President, Chief Financial Officer, and Treasurer of Smith & Wesson Brands, Inc. (formerly American Outdoor Brands Corporation), a Nasdaq Global Select Market (“Nasdaq”)-listed company that is a U.S.-based leader in firearm manufacturing and design, from January 2011 to August 2020. Mr. Buchanan also served as the Chief Administrative Officer of Smith & Wesson Brand, Inc. from May 2015 until August 2020, as Secretary of Smith & Wesson Brands, Inc. from January 2011 until April 2012, and as a member of the board of directors and as the Chair of the Audit Committee of Smith & Wesson Brands, Inc. from November 2004 until December 2010. He was Of Counsel to the law firm of Ballard Spahr LLP from May 2010 until December 2010. Mr. Buchanan served as a Senior Managing Director of CKS Securities, LLC, a registered broker-dealer, from August 2009 until May 2010 and as a Senior Managing Director of Alare Capital Securities, L.L.C., a registered broker-dealer, from November 2006 until July 2009. From 2005 to 2006, Mr. Buchanan was principal of Echo Advisors, Inc., a corporate consulting and advisory firm focusing on mergers, acquisitions, and strategic planning. Mr. Buchanan served in various positions for Three-Five Systems, Inc., a publicly traded electronic manufacturing services company, including as Executive Vice President, Chief Financial Officer, and Treasurer, from May 1996 until February 2005. Mr. Buchanan was a business attorney for the law firm of O’Connor, Cavanagh, Anderson, Killingsworth & Beshears from 1986 until 1996 and for the law firm of Davis Wright Tremaine LLP from 1984 until 1986. He was a senior staff person at Deloitte & Touche LLP from 1982 to 1984. Mr. Buchanan holds a Bachelor of Science degree in Accounting from Arizona State University, a Juris Doctor degree from the University of Arizona, and a Master of Laws degree in Tax from the University of Florida.

Specific Qualifications, Attributes, Skills and Experience:

We believe Mr. Buchanan’s legal, accounting, and investment banking background, his roles as the chief financial officer and treasurer of public companies, and his public company board service provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board.


SYNAPTICS INCORPORATED		PROXY STATEMENT		12

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Keith B. Geeslin

Independent Director

Age: 68

Director Since 1986

Committees: Compensation

(Chair) and Executive

Keith B. Geeslin has been a director of the Company since 1986.

Mr. Geeslin has been a General Partner of Francisco Partners, a firm specializing in structured investments in technology companies undergoing strategic, technological, and operational inflection points, since January 2004. From 2001 until October 2003, Mr. Geeslin served as Managing General Partner of the Sprout Group, a venture capital firm, with which he became associated in 1984. In addition, Mr. Geeslin served as a general or limited partner in a series of investment funds associated with the Sprout Group, a division of DLJ Capital Corporation, which is a subsidiary of Credit Suisse (USA), Inc.

Mr. Geeslin is currently a member of the board of directors and Chair of the Compensation Committee of CommVault Systems, Inc., a public company that provides data management software. Mr. Geeslin holds a Bachelor of Science degree in Electrical Engineering, a Master’s of Science degree in Engineering and Economic Systems from Stanford University, and a Master of Arts degree in Philosophy, Politics, and Economics from Oxford University.

Specific Qualifications, Attributes, Skills and Experience:

We believe Mr. Geeslin’s long career at leading private equity and venture capital firms with a focus on investments in high-technology companies, his service on multiple boards of directors, and his engineering background provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board.


SYNAPTICS INCORPORATED		PROXY STATEMENT		13

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James L. Whims

Independent Director

Age: 66

Director Since 2007

Committees: Nominations

(Chair), Audit and Executive

James L. Whims has been a director of the Company since October 2007.

Mr. Whims has been a partner at Alsop-Louie Partners, a venture capital firm focused on identifying promising entrepreneurs, since February 2010. From 1996 to 2007, Mr. Whims was a Managing Director of Techfund Capital l, LP and Techfund Capital II, LP and since 2001, a Managing Director and Venture Partner at Techfund Capital Europe, which are venture capital firms concentrating on high-technology enterprises. Mr. Whims was Executive Vice President of Sony Computer Entertainment of America from 1994 to 1996, where he was responsible for the North American launch of the Playstation and was the winner of the Brandweek/Ad Week marketing executive of the year. From 1990 to 1994, Mr. Whims was Executive Vice President of Software Toolworks. Mr. Whims co-founded Worlds of Wonder, an American toy company that launched Teddy Ruxpin, Lazer Tag and the United States launch of Nintendo, where he was an executive from 1985 to 1988.

Mr. Whims is currently a member of the board of directors and a member of the Audit Committee and Compensation Committee of the private company DigiLens Inc., a diffractive waveguide optical company, and a member of the board of directors and Compensation Committee at each of private companies Kuprion, Inc. a nano-copper materials company, Keyssa, a wireless connectivity company, and Phizzle, an engagement automation software company.

Previously, Mr. Whims was a member of the board of directors of THQ, Inc., Portal Player, and 3DFX, all of which were Nasdaq-listed companies, and of Twitch TV, which was a private company. Mr. Whims holds a Bachelor of Science degree in Economics and Communications from Northwestern University and a Master of Business Administration degree in Finance and Marketing from the University of Arizona.

Specific Qualifications, Attributes, Skills and Experience:

We believe Mr. Whims’ senior executive positions with major companies, his experience as an investor in high-technology companies, his service as a director of multiple companies, and his expertise in e-communications and marketing provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board.


SYNAPTICS INCORPORATED		PROXY STATEMENT		14

CONTINUING DIRECTORS

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Kiva A. Allgood

Independent Director

Age: 49

Director Since 2019

Committees: Nominations,

Compensation

Kiva A. Allgood has been a director of the Company since May 2019.

In June 2021, Ms. Allgood retired from her full-time senior executive role and has acted as an independent consultant in the technology industry. Ms. Allgood was the Global Business Unit Head of IOT and Automotive for Telefonaktiebolaget LM Ericsson, a Nasdaq-listed company that is a global provider of communications technology from April 2019 to June 2021. Ms. Allgood served as the Chief Commercial Development Officer for GE Ventures, a Corporate Venture Company, from August 2017 to April 2019 and as Managing Director for Innovation Group of GE Corporate from November 2016 to August 2017. From June 2012 to November 2016, Ms. Allgood served as President, Qualcomm Intelligent Solutions, IoT and Smart Cities, at Qualcomm Incorporated, a Nasdaq-listed company that is a global provider of foundational technologies and products used in mobile devices and other wireless products. Earlier in her career, Ms. Allgood served in senior-level operational roles including sales, marketing, and business development in the technology industry. Ms. Allgood holds a Bachelor of Science degree and Master of Business Administration degree, both from Northwestern University.

Specific Qualifications, Attributes, Skills and Experience:

We believe that Ms. Allgood’s senior management positions with other leading companies, her career at a leading venture capital firm with a focus on investments in high-technology companies, her engineering background, and her knowledge and experience in the Internet of Things and automotive technology sectors, provide the requisite qualifications, skills, perspectives, and experiences that make her well qualified to serve on our Board.


SYNAPTICS INCORPORATED		PROXY STATEMENT		15

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Nelson C. Chan

Chair of the

Board and Independent Director

Age: 60

Director Since 2007

Committees: Executive (Chair),

Audit and Nominations

Nelson C. Chan has been the Chair of our Board since October 2018 and a director of the Company since February 2007.

From December 2006 until August 2008, Mr. Chan served as the Chief Executive Officer of Magellan Corporation, a leader in the consumer, survey, GIS, and OEM GPS navigation and positioning markets. From 1992 through 2006, Mr. Chan served in various senior management positions with SanDisk Corporation, a global leader in flash memory cards, including as Executive Vice President and General Manager, Consumer Business. From 1983 to 1992, Mr. Chan held marketing and engineering positions at Chips and Technologies, Signetics, and Delco Electronics.

Mr. Chan is a member of the board of directors and the Audit Committee of Deckers Outdoor Corporation, a New York Stock Exchange (“NYSE”)-listed company, which is a footwear, apparel and accessories designer and distributor, and a member of the board of directors of Twist Bioscience, a Nasdaq-listed company, which manufactures synthetic DNA. Mr. Chan also currently serves on the Boards of Directors of several private companies.

Previously, Mr. Chan was Chair of the board of directors, Chair of the Compensation Committee, member of the Audit Committee and member of the Nominating and Corporate Governance Committee of Adesto Technologies, a Nasdaq-listed company, from 2010 to June 2020, prior to its acquisition by Dialog Semiconductor plc, a member of the board of directors, Chair of the Compensation Committee and member of the Nominating and Corporate Governance committee of Socket Mobile, a Nasdaq-listed company, from 2016 to 2019, a member of the board of directors of Silicon Laboratories, Inc., a Nasdaq-listed company, from 2007 to 2010, a member of the board of directors, Chair of the Audit Committee and member of the Compensation Committee of Affymetrix, from 2010 to 2016, prior to its acquisition by Thermo Fisher, and a member of the board of directors and Chair of the board of directors from June 2013 to September 2016 of Outerwall, a Nasdaq-listed company, prior to its acquisition by Apollo Global Management, a private equity firm. Mr. Chan holds a Bachelor of Science degree in Electrical and Computer Engineering from the University of California at Santa Barbara and a Master’s degree in Business Administration from Santa Clara University.

Specific Qualifications, Attributes, Skills and Experience:

We believe that Mr. Chan’s experience as the Chief Executive Officer of Magellan, his senior management positions with other leading companies, and his service as a director of multiple companies provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board.


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Susan J. Hardman

Independent Director

Age: 60

Director Since 2020

Committees: Compensation

Susan J. Hardman has been a director of the Company since 2020.

In April 2015, Ms. Hardman retired from her full-time senior executive role and has acted as an independent consultant in the technology industry. From 2010 to 2015, she was an advisory board member for Santa Clara University’s School of Electrical Engineering. From August 2013 to January 2015, Ms. Hardman served as senior vice president of the Specialty products group for Intersil Corporation (subsequently acquired by Renesas), a company that was a leading global provider of analog semiconductor solutions for the computing, consumer, industrial and communications markets. From September 2008 to July 2013, she served as senior vice president of Intersil’s Analog and Mixed Signal product group. Additionally, while employed by Intersil, Ms. Hardman held roles of vice president and general manager of the Automotive and Specialty products group and vice president of Corporate Marketing. She joined Intersil from Exar Corporation (subsequently acquired by MaxLinear Inc.), where she was vice president and general manager of Exar’s Interface products division. Prior to that, she served as vice president of Corporate Marketing and director of Product Marketing for Exar. From 1983 to 1999, Ms. Hardman held roles in marketing, product design, applications, and product testing with VLSI Technology and Motorola. Ms. Hardman holds a Bachelor of Science degree in Chemical Engineering from Purdue University and a Masters of Business Administration degree from the University of Phoenix.

Specific Qualifications, Attributes, Skills and Experience:

We believe that Ms. Hardman’s senior management positions with other semiconductor companies, her extensive knowledge of the semiconductor industry, her engineering background, and her knowledge and experience in the consumer and automotive technology sectors, provide the requisite qualifications, skills, perspectives, and experiences that make her well qualified to serve on our Board.


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Michael E. Hurlston

President, Chief Executive Officer and Director

Age: 54

Director Since 2019

Committees: None

Michael E. Hurlston has been a director and the President and Chief Executive Officer of the Company since August 2019.

Prior to joining the Company, Mr. Hurlston served as the Chief Executive Officer and a member of the board of directors of Finisar Corporation from January 2018 to August 2019. Prior to joining Finisar, he served as Senior Vice President and General Manager of the Mobile Connectivity Products/Wireless Communications and Connectivity Division and held senior leadership positions in sales, marketing and general management at Broadcom Limited and its predecessor corporation from November 2001 through October 2017. Prior to joining Broadcom in 2001, Mr. Hurlston held senior marketing and engineering positions at Oren Semiconductor, Inc., Avasem, Integrated Circuit Systems, Micro Power Systems, Exar and IC Works from 1991 until 2001.

Mr. Hurlston is a member of the board of directors and the Audit Committee of Flextronics International, Ltd., a Nasdaq-listed company. From August 2016 to August 2020, Mr. Hurlston was a member of the board of directors and the Compensation, Audit and Nominating and Governance Committees of Ubiquiti Networks, Inc., an NYSE-listed company. Mr. Hurlston serves on the Board of Executive Trustees of the UC Davis Foundation and on the Dean’s Executive Committee for the College of Engineering and the Dean’s Advisory Counsel for the Graduate School of Management at the University of California, Davis. Mr. Hurlston holds a Bachelor of Science and a Master of Science degree in Electrical Engineering and a Master’s degree in Business Administration from the University of California, Davis.

Specific Qualifications, Attributes, Skills and Experience:

We believe Mr. Hurlston’s position as Chief Executive Officer of the Company, and his successful career at major companies before joining our company provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board.


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Patricia Kummrow

Independent Director

Age: 51

Director Since July 2021

Committees: None

Patricia Kummrow has been a director of the Company since July 2021.

Ms. Kummrow has served as the Vice President, Network and Edge Group, and General Manager, Ethernet Division, at Intel Corporation (“Intel”) since March 2017. She served as the Vice President, Platform Engineering Group, at Intel from January 2016 to March 2017, and in other senior engineering leadership roles at Intel from 2005 to 2016. Earlier in her career, Ms. Kummrow served in engineering and engineering management roles at Hewlett-Packard. Ms. Kummrow holds a Bachelor of Science degree in Electrical Engineering with a minor in Mathematics from the University of Texas at El Paso, and Master’s of Science degree in the Management of Technology from Walden University.

Specific Qualifications, Attributes, Skills and Experience:

We believe that Ms. Kummrow’s senior management positions with other semiconductor companies, her extensive knowledge of the semiconductor industry, her engineering background, and her understanding of embedded hardware and software, provide the requisite qualifications, skills, perspectives, and experiences that make her well qualified to serve on our Board.


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VOTE REQUIRED

Each director nominee will be elected at the Annual Meeting if such nominee receives a majority of the votes cast with respect to such nominee’s election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). Proxies cannot be voted for a greater number of persons than the three director nominees named in Proposal 1.

An incumbent candidate for director who does not receive the required votes for re-election is expected to tender their resignation to our Board. Our Board, or another duly authorized committee of our Board, will make a determination as to whether to accept or reject the tendered resignation generally within 90 days after certification of the election results of the stockholder vote. If applicable, we will publicly disclose the decision regarding any tendered resignation and the rationale behind the decision in a filing of a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”).

RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.


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PROPOSAL 2 –

ADVISORY APPROVAL OF OUR NAMED EXECUTIVE OFFICER COMPENSATION

Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires that we provide our stockholders an opportunity to vote to approve, on an advisory or non-binding basis, the compensation of our NEOs as disclosed in this Proxy Statement in accordance with the SEC’s rules. This proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

We are asking our stockholders to approve the compensation of our NEOs (as identified in the CD&A) as disclosed pursuant to the SEC’s executive compensation disclosure rules and set forth in this Proxy Statement (including in the CD&A, the compensation tables, and t

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