DEF 14A of Synaptics Inc, Sep 16, 2025

DEF 14A of Synaptics Inc

Filed Sep 16, 2025 · FY20250000817720-25-000083

Open on EDGAR

  1. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

    | Pay Versus Performance Disclosure | 121 | | Pay Versus Performance | 122 | | Required Tabular Disclosure of Most Important Financial Performance Measures | 125 | | Analysis of the Information Presented in the Pay versus Performance Table | 125 | | Equity Compensation Plan Information | 128 | | Beneficial Ownership of Certain Stockholders | 129 | | Other Matters | 131 | | Certain Relationships and Related Transactions | 131 | | Proposals and Nominations for 2026 Annual Meeting of Stockholders | 131 | | Questions and Answers About the Annual Meeting and Voting Procedures | 133 | | General Information | 137 | | Proxy Solicitation Expenses | 137 | | Available Information | 137 | | Other Matters | 137 | | 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 | | Appendix C – Amended and Restated 2019 Employee Stock Purchase Plan | C-1 |

  2. Independent Board Leadership and Practices

    Independent Board Leadership and Practices

  3. Independent Board Leadership and Practices

    | Board Leadership | •Independent Board Chair with a well-defined role and robust responsibilities | | Board Refreshment | •Since 2020, 3 new independent directors appointed •Board committed to ongoing refreshment to align skills with strategy •As part of ongoing refreshment efforts, after pausing the search for a new Board member pending the appointment of our new CEO, the Board has now resumed an active search for an additional independent director with financial and investor relations expertise | | Skills Matrix | •Board skills matrix aligns director expertise with Company strategy and risk oversight | | Board Diversity | •Commitment to include women and individuals from underrepresented groups in the qualified pool from which new director candidates are selected •Current composition reflects a mix of gender, ethnic, tenure and professional diversity aligned with our strategy and stockholder expectations | | Board Independence | •7 of 8 of our directors (88%) are independent (all except our Chief Executive Officer) •All Board committees are composed solely of independent directors | | No Over-Boarding Policy | •Directors may only serve on up to 4 other public company boards, or 1 if they are a CEO, unless approved by the Chair or the N&CG Committee | | Director Time Commitments | •Directors must attend at least 75% of Board and committee meetings. Failure to meet this threshold will be disclosed considered in renomination decisions | | Change in Job Responsibilities | •Directors must notify the Chair, N&CG Committee and Corporate Secretary of any material change in job responsibilities •The N&CG Committee reviews and recommends, & Board decides on continued service | | Self-Evaluations | •Annual Board and committee self-evaluations are conducted to increase board effectiveness and inform future board refreshment efforts •Independent facilitator under consideration for future evaluations | | Executive Sessions | •Regular executive sessions of independent directors led by our independent Chair of the Board | | Strategic Oversight | •Board oversight of company strategies and progress toward goals, informed by regular updates from our CEO, NEOs and other senior management | | Risk Oversight | •Comprehensive Board and committee oversight of key risks, including enterprise, operational, environmental, cybersecurity and responsible AI development and use risks •Management and Internal Audit provide quarterly updates to the Board on key risks and mitigation efforts | | CEO Transition Oversight | •Board provided continuity during our CEO transition, appointing our independent Chair to serve as Interim Executive Chair for a limited period to ensure effective oversight and stability until the permanent CEO was appointed |

  4. Independent Board Leadership and Practices

    | Synaptics Incorporated | 20 | Proxy Statement |

  5. Director Skills, Experience and Background

    Director Skills, Experience and Background We believe each of our six director nominees and two continuing directors possess the professional and personal qualifications necessary for effective service on our Board. In addition to their individual experiences and expertise, all of our directors demonstrate: •Integrity and strong character •Business experience and leadership ability •Strategic planning skills •Knowledge of our industry and finance, accounting, and legal matters •Communication and interpersonal skills •Commitment of time and attention to the Company •Dedication to building long-term stockholder value

  6. Director Skills, Experience and Background

    | Synaptics Incorporated | 27 | Proxy Statement |

  7. Director Skills, Experience and Background

    The following chart shows a summary of the skills and core competencies of our six director nominees and two continuing directors:

  8. Director Skills, Experience and Background

    | Qualifications & Skills | Chan | Buchanan | Geeslin | Hardman | Kummrow | Lee | Patel | Whims | | Semiconductor Industry: Expertise in the semiconductor industry, including design, manufacturing, market dynamics, and industry trends | ● | ● | ● | ● | ● | ● | ● | ● | | Semiconductor Technology: Technical expertise in semiconductor science and engineering | ● | | | ● | ● | | ● | | | IoT Technology and Edge Computing: Expertise in Internet of Things technologies and ecosystem, particularly end products such as smart devices, sensors, and connected appliances | ● | | | ● | ● | | ● | ● | | AI and Machine Learning: In-depth knowledge of artificial intelligence and machine learning, including ethical considerations and regulatory issues | | | ● | | ● | ● | ● | | | Software: Expertise in software development, deployment, and lifecycle management | | | ● | ● | ● | ● | ● | | | Financial Expertise: Strong background in accounting, audit functions and financial management and analysis | ● | ● | ● | ● | | | ● | ● | | Capital Markets: Experience in financial services, including investment banking, commercial banking, and private equity | ● | ● | ● | | | | | ● | | Global Sales Business: Executive level experience with international business and customer development and strategic planning | ● | ● | ● | ● | ● | ● | ● | ● | | M&A: Proficiency in mergers and acquisitions processes | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance: Understanding of corporate governance principles, practices, and regulatory requirements | ● | ● | ● | ● | ● | ● | ● | ● | | IT & Cybersecurity: Expertise in information technology (IT) infrastructure, systems, and cybersecurity | | | | | ● | ● | | | | Supply Chain Management: Experience in executive roles overseeing global supply chain management | ● | | | ● | ● | | | | | Environmental and Sustainability: Experience in environmental and sustainability issues through significant operational experience as an executive or Board/committee oversight in these areas | ● | | | ● | ● | | | |

  9. Director Skills, Experience and Background

    | Synaptics Incorporated | 28 | Proxy Statement |

  10. Director Skills, Experience and Background

    Director Nominees

  11. Director Skills, Experience and Background

    | | | 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 prior roles as the chief financial officer and treasurer of public companies, his public company board service and the knowledge of Synaptics gained through his Board service, provide the requisite qualifications, skills, perspectives, financial expertise and experiences that make him well qualified to serve on our Board and as Chair our Audit Committee. | | | Jeffrey D. Buchanan Independent Director Age: 70 Director Since: 2005 Committees: Audit (Chair), and N&CG Public Company Service: N/A | |

  12. Director Skills, Experience and Background

    | Synaptics Incorporated | 29 | Proxy Statement |

  13. Director Skills, Experience and Background

    | | | KEITH B. GEESLIN has been a director of the Company since 1986. Since January 2004, 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. 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 historical knowledge of Synaptics, his service on multiple boards, and his engineering background provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board. | | | Keith B. Geeslin Independent Director Age: 72 Director Since: 1986 Committees: Compensation Public Company Service: Commvault Systems, Inc. | |

  14. Director Skills, Experience and Background

    | Synaptics Incorporated | 30 | Proxy Statement |

  15. Director Skills, Experience and Background

    | | | PATRICIA KUMMROW has been a director of the Company since July 2021. Ms. Kummrow served as Corporate Vice President of Intel Corporation ("Intel") IDM IP Strategy from 2024 until her retirement in 2025. She served as Intel's Corporate Vice President, Network and Edge Group, and General Manager, Ethernet Division, at Intel from 2017 to 2024. She served as the Vice President, Platform Engineering Group, at Intel from 2016 to 2017, and in other senior engineering leadership roles from 2005 to 2016. Earlier in her career, Ms. Kummrow served in engineering and engineering management roles at Hewlett-Packard. Ms. Kummrow serves on the board of directors and as compensation committee chair at Napatech, a Oslo Stock Exchange listed company. 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 and as Chair of our N&CG Committee. | | | Patricia Kummrow Independent Director Age: 55 Director Since: 2021 Committees: N&CG (Chair) and Compensation Public Company Service: Napatech | |

  16. Director Skills, Experience and Background

    | Synaptics Incorporated | 31 | Proxy Statement |

  17. Director Skills, Experience and Background

    | | | VIVIE “YY” LEE has been a director of the Company since January 2022. Beginning in October 2021, Ms. Lee retired from her role as Chief Strategy Officer at Anaplan, where she led corporate performance planning and incubating strategic initiatives and market collaborations during the period through and following the company’s IPO. Previously, she was chief executive officer of FirstRain Inc., an enterprise SaaS data science company, from 2015 until its acquisition by Ignite Technologies in August 2017, and was the company’s chief operating officer, responsible for engineering, analytics and data science since 2005. Prior to FirstRain, Ms. Lee served as the general manager of Worldwide Services at Cadence Design Systems, a global advanced technology division of the company. She previously co-founded the software company Aqueduct Software, an automated enterprise application profiling and analysis solution, and led this company through bootstrapping, venture financing, commercial growth, and acquisition by NetManage in 2000. Ms. Lee began her career at Bell Labs and has held various product leadership roles at Synopsys and 8x8 (formerly Integrated Information Technology Inc.). Ms. Lee is a member of the boards of Commvault Systems, Inc., a public company that develops and delivers enterprise data security and cyber resilience technology, and Belden Inc., a public company that designs and manufactures industrial-scale connectivity solutions for industrial automation, smart buildings, and broadcast markets. She holds a Bachelor of Science degree in Mathematics from Harvard University. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: We believe that Ms. Lee’s board experience, her previous senior management positions with other technology companies, her mathematics background, and her deep understanding of software and software applications, provide the requisite qualifications, skills, perspectives, and experiences that make her well qualified to serve on our Board. | | | Vivie “YY” Lee Independent Director Age: 58 Director Since: 2022 Committees: Audit and N&CG Public Company Service: –Commvault Systems, Inc. –Belden Inc. | |

  18. Director Skills, Experience and Background

    | Synaptics Incorporated | 32 | Proxy Statement |

  19. Director Skills, Experience and Background

    | | | RAHUL PATEL has been a director and the President and Chief Executive Officer of the Company since June 2025. Prior to joining the Company, Mr. Patel spent a decade at Qualcomm, a company specializing in semiconductors, software and services related to wireless technology, including most recently as Senior Vice President and Group General Manager of the Connectivity, Broadband & Networking Group, where he was responsible for overseeing a multi-billion-dollar portfolio of wireless networking and connectivity business. Earlier in his career, Mr. Patel spent 13 years in various senior leadership roles at Broadcom Inc., a company that designs, develops and manufactures a wide range of semiconductor and infrastructure software products, including serving as Senior Vice President and General Manager, Wireless Connectivity Group, where he played a pivotal role in expanding their Wi-Fi, Bluetooth, and GPS leadership across all market segments. Mr. Patel is a member of the board of directors, the audit committee and nominating and corporation governance committee and serves as the compensation committee chair of Energous Corporation(NASDAQ: WATT). Mr. Patel holds a Bachelor's degree in Electronics & Communications Engineering from NIT, Warangal, India, a Master's Degree in Computer Science and Engineering from Arizona State University, and an MBA in Marketing and Finance from Santa Clara University. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: We believe Mr. Patel’s position as President and Chief Executive Officer of the Company, together with his extensive leadership experience in the semiconductor industry, his record of overseeing multi-billion dollar connectivity and networking businesses at major companies, and his deep product knowledge, provide the requisite qualifications, skills, perspectives, and experiences that make him well qualified to serve on our Board. | | | Rahul Patel President, Chief Executive Officer and Director Age: 56 Director Since: 2025 Committees: None Public Company Service: Energous | |

  20. Director Skills, Experience and Background

    | Synaptics Incorporated | 33 | Proxy Statement |

  21. Director Skills, Experience and Background

    | | | 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, 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’ prior senior executive positions with major companies, his experience as an investor in high-technology companies, his service as a director of multiple private 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. | | | James L. Whims Independent Director Age: 70 Director Since: 2007 Committees: Compensation and N&CG Public Company Service: N/A | |

  22. Director Skills, Experience and Background

    | Synaptics Incorporated | 34 | Proxy Statement |

  23. Director Skills, Experience and Background

    Continuing Directors

  24. Director Skills, Experience and Background

    | | | NELSON C. CHAN has served as Chair of our Board since October 2018 and as a director since February 2007. From February through December 2025, he is also serving as Executive Chair to support the Company during the CEO transition. 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. He currently serves on the board, audit committee, and nominating and governance committee of Deckers Outdoor Corporation (NYSE), a footwear, apparel and accessories designer and distributor; on the board, audit committee, and nominating and governance committee of Twist Bioscience (NASDAQ), which manufactures synthetic DNA; and on the board and nominating and corporate governance committee of GCT Semiconductors (NYSE), a fabless designer and supplier of advanced 4G LTE, IoT and 5G semiconductor solutions. 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 (NASDAQ), from 2010 to June 2020, prior to its acquisition by Dialog Semiconductor plc. He also served on the board, as chair of the compensation committee, and on the nominating and corporate governance committee of Socket Mobile (NASDAQ), from 2016 to 2019. From 2007 to 2010, he was a member of the board of directors of Silicon Laboratories, Inc.(NASDAQ), and from 2010 to 2016, he was a member of the board and compensation committee, and chair of the audit committee, of Affymetrix, prior to its acquisition by Thermo Fisher. From June 2013 through September 2016, Mr. Chan also was chair of the board of Outerwall (NASDAQ) 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 a former chief executive officer of Magellan, his senior leadership roles at global technology companies, his extensive public company board service, and his perspective gained as Chair and Executive Chair of Synaptics, provide the requisite qualifications, skills, and experiences that make him well qualified to serve on our Board. | | | Nelson C. Chan Executive Chair, Chair of the Board and Independent Director Age: 64 Director Since: 2007 Committees: Currently None Public Company Service: –Deckers Outdoor Corporation –Twist Bioscience –GCT Semiconductors | |

  25. Director Skills, Experience and Background

    | Synaptics Incorporated | 35 | Proxy Statement |

  26. Director Skills, Experience and Background

    | | | SUSAN J. HARDMAN has been a director of the Company since May 2020. In April 2015, Ms. Hardman retired from her full-time role as Senior Vice President of the Specialty Products Group at 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 2008 to 2015, she held multiple senior executive positions at Intersil, including Senior Vice President of the Analog and Mixed Signal Product Group, Vice President and General Manager of the Automotive and Specialty Products Group, and Vice President of Corporate Marketing. From 2010 to 2015, she was an advisory board member for Santa Clara University’s School of Electrical Engineering. Earlier in her career, Ms. Hardman served as vice president and general manager of the Interface products division of Exar Corporation (subsequently acquired by MaxLinear Inc.). 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 Master’s of Business Administration degree from the University of Phoenix. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: We believe that Ms. Hardman’s previous senior management positions across multiple semiconductor companies, her extensive knowledge of the semiconductor industry, her engineering and business 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 and as Chair of our Compensation Committee. | | | Susan J. Hardman Independent Director Age: 64 Director Since: 2020 Committees: Audit and Compensation (Chair) Public Company Service: N/A | |

  27. Director Skills, Experience and Background

    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 six 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 his or her 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 SEC.

  28. Director Skills, Experience and Background

    | ü | The Board Unanimously Recommends a Vote “FOR” Each of the Director Nominees. |

  29. Director Skills, Experience and Background

    | Synaptics Incorporated | 36 | Proxy Statement |

  30. Director Skills, Experience and Background

    Corporate Governance Board Composition and Governance

  31. 3.Evaluate Qualifications of Director Nominees

    3.Evaluate Qualifications of Director Nominees The N&CG Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics required for new Board members as well as the composition of the Board as a whole. In evaluating director candidates, including directors eligible for re-election, the N&CG Committee will consider the following factors: •Experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing and the ability to exercise sound business judgment; •Background and accomplishments in the candidate’s respective field; •Personal qualities and characteristics, accomplishments, and reputation in the business community; •Knowledge of or experience with emerging technology risks, including cybersecurity, data privacy, and responsible AI use, as well as CGS matters relevant to the Company’s business; •International business experience and global perspective, especially in markets relevant to the Company; •Experience in human capital management, succession planning, or stakeholder engagement; •Understanding of the fiduciary responsibilities of a director; •Commitment to devote sufficient time and availability to the affairs of the Company, particularly in light of the number of boards on which such candidate may serve; •Knowledge and contacts in the communities in which the Company conducts business and in the Company’s business industry or other industries relevant to the Company’s business; •Knowledge and expertise in various fields deemed appropriate by the Board, such as engineering, marketing, production, distribution, technology, accounting, finance, and law; •Fit of the candidate’s skills, experience, and personality with those of other directors in maintaining an effective, collegial, and responsive Board; •To the extent a candidate serves or has previously served on other boards, the candidate shall have a demonstrated history of actively contributing at board meetings;

  32. 3.Evaluate Qualifications of Director Nominees

    | Synaptics Incorporated | 50 | Proxy Statement |

  33. 3.Evaluate Qualifications of Director Nominees

    •Whether a candidate’s background contributes to a mix of Board members that represents a diversity of background and experience, including gender, generational diversity, and representation of underrepresented groups, as may be required by applicable law or the Nasdaq listing standards; •Length of service; •Independence and conflicts of interest; and •Any other factors the N&CG Committee considers appropriate. The N&CG Committee need not assign any particular weight or priority to any one factor. In making its selection of director candidates, the N&CG Committee bears in mind that the foremost responsibility of a director is to represent the interests of our stockholders as a whole. Directors are expected to exemplify the highest standards of personal and professional integrity, and to constructively challenge management through their active participation and questioning. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of directors is made in the context of the perceived needs of our Board from time to time.

  34. Communications with the Board

    | Name | Fees Earned or Paid in cash ($) | Stock Awards(1) ($) | Total ($) | | (a) | (b) | (c) | (d) | | Nelson C. Chan | 363,750(2) | 201,110 | 564,860 | | Jeffrey D. Buchanan | 107,500 | 201,110 | 308,610 | | Keith B. Geeslin | 90,000 | 201,110 | 291,110 | | Susan J. Hardman | 100,000 | 201,110 | 301,110 | | Patricia Kummrow | 95,000 | 201,110 | 296,110 | | Vivie Lee | 92,500 | 201,110 | 293,610 | | James L. Whims | 90,000 | 201,110 | 291,110 |

  35. SHORT-TERM INCENTIVE COMPENSATION

    SHORT-TERM INCENTIVE COMPENSATION We use annual performance-based cash bonuses to incentivize and reward the achievement of our annual financial and operational objectives as set forth in our annual operating plan. For Fiscal 2025, the Compensation Committee based cash bonuses on the achievement of three objective financial performance metrics at the corporate level for continuing NEOs with corporate responsibilities (Messrs. Rizvi and Hurlston and Ms. Bodensteiner) and at both the corporate and business unit level for continuing NEOs with business unit responsibilities (Messrs. Ganesan, and Gupta), in each case, as reflected in our annual operating plan. Each metric is weighted equally, and in Fiscal 2025, the annual performance-based cash bonus payout was 121.2% at the corporate level. Our prior CEO did not receive an annual performance-based cash bonus for Fiscal 2025 because of his departure during the year, and our new CEO was not eligible for an annual performance-based cash bonus for Fiscal 2025 because he joined us late in the year.

  36. SHORT-TERM INCENTIVE COMPENSATION

    | Synaptics Incorporated | 84 | Proxy Statement |

  37. SHORT-TERM INCENTIVE COMPENSATION

    These outcomes directly informed short-term incentive results. The Compensation Committee set Fiscal 2025 cash bonus opportunities in July 2024, calibrating performance goals to reflect the uncertain operating environment while maintaining rigor. Actual results exceeded these goals, producing above-target payouts for continuing NEOs, with differentiated outcomes at the corporate and business unit levels. The following section summarizes the specific metrics, targets, and results under our Fiscal 2025 annual cash bonus program.

  38. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION We view long-term incentive compensation in the form of equity awards as a critical element of our executive compensation program. We use these awards to incentivize and reward our NEOs for performance that leads to long-term success and stockholder value creation, and to promote retention of critical executive officers to join or remain with us in an environment where competition for talent is fierce. In Fiscal 2025, we used three equity award vehicles – MSU awards, PSU awards, and RSU awards – to provide long-term incentive compensation opportunities to our NEOs upon hire or as part of our annual equity compensation program. Additionally, in Fiscal 2025 only, we granted retention RSUs to our NEOs as described below under the heading “Long-Term Incentive Compensation – Retention RSUs” to ensure leadership and business continuity keenly focused on driving our strategic plans during the CEO transition.

  39. FISCAL 2025 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

    FISCAL 2025 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS As of the Record Date, the following chart represents MSU awards earned in Fiscal 2025 by our continuing NEOs for MSUs granted in Fiscal 2023, 2024 and 2025 and the PSUs shows the number of PSU awards earned based upon actual performance under the grants awarded in Fiscal 2023, 2024 and 2025 by our continuing NEOs.

  40. FISCAL 2025 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

    | Synaptics Incorporated | 85 | Proxy Statement |

  41. FISCAL 2025 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

    | MSU Metrics •Relative TSR •Compared to the peer companies in the Russell 2000 Index •Measured over one-, two-, and three-year performance periods; three-year only in the case of the CEO, but phased in for other NEOs •Target shares allocated equally over each performance period •Payouts for the one- and two-year performance periods are capped at 200% of target for Fiscal 2024 and Fiscal 2025, (Fiscal 2023 was 300%); true up for overachievement, if any, may be made at the end of the full three-year performance period, subject to the applicable cap •Starting measurement period was the 90-day period ending June 30, 2023, and ending measurement periods were or will be 90-day periods ending June 30, 2025, June 30, 2026, and June 30, 2027, for the three performance periods •Payout for each performance period requires continued employment through the end of that period |

  42. FISCAL 2025 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

    | PSU Metrics •Non-GAAP EPS (diluted) •One-year performance periods (vesting over 3 years) •Maximum number of shares earned overall is 200% of target •Targets may be adjusted by the Compensation Committee for merger and acquisition activity •Payout for each performance period requires continued employment through the end of that period |

  43. FISCAL 2025 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

    1.For PSUs earned in Fiscal 2023, in July 2023, our Compensation Committee approved a payment of cash in lieu of shares of common stock at a price of $89.40 per share (the Company's closing stock price on Nasdaq on July 24, 2023, the date of the Compensation Committee's approval) and the acceleration of the service-based vesting periods that would have applied if the PSUs were paid in shares.

  44. FISCAL 2025 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

    | Synaptics Incorporated | 86 | Proxy Statement |

  45. •Reduced CEO Target Total Direct Compensation.(1)

    •In connection with the appointment of our new CEO, Rahul Patel, the Compensation Committee approved a Fiscal 2026 target compensation package of approximately $9.5 million, which represents a ~17% reduction from our former CEO’s Fiscal 2025 target level. Importantly, excluding his one-time sign on bonus, 95% of Mr. Patel’s target compensation is at risk and 91% is delivered in long-term incentives, reflecting stockholder feedback and reinforcing our commitment to aligning CEO pay with performance~ and long-term value creation. •Enhancements to MSU Awards. •In response to stockholder feedback, our Compensation Committee enhanced the structure of MSU awards beginning in Fiscal 2025. For our former CEO, the Compensation Committee moved immediately to a single, three-year performance period for the CEO's Fiscal 2025 MSU grant. For all other NEOs, the Compensation Committee adopted a phased-in transition period, with MSU awards shifting to a single three-year performance period beginning with Fiscal 2027 awards. The Compensation Committee believed this approach appropriately addressed stockholders’ preference for longer performance periods while avoiding a significant year-over-year disruption in pay for most NEOs. •In addition, the maximum payout opportunity was reduced. For all NEOs, the Fiscal 2025 MSU awards were capped at a cumulative 200% of target (for the three year performance period for the former CEO), and any amounts earned during the first and second year of the performance period were also each subject to a 200% cap, compared to the prior 300% cap for the Fiscal 2023 MSU awards. •Adjusted Long-Term Incentive Equity Mix. For Fiscal 2025 our former CEO's long-term equity mix remained balanced at one-third each of RSUs, PSUs, and MSUs. For all other NEOs, the mix was adjusted to 50% RSUs, 25% PSUs and 25% MSUs. The Compensation Committee viewed this change as complimentary to the reductions to target award values and MSU maximum payout opportunity, as well as the transition to a single three-year performance period. These changes were designed to improve the durability of the program across business cycles, including in down cycles, while maintaining a strong emphasis on performance - 66.6% of the CEO's equity and 50% for the other NEOs' equity awards are performance-based. 1.The Compensation Committee approves target award value using the Company’s average stock price for the month prior to the date of grant (August 17, 2024, in the case of Fiscal 2025 awards). Accordingly, such amount differs from the amounts reported in the Summary Compensation Table on page 104, which reflects grant date fair values in accordance with ASC Topic 718. In particular, the closing stock price on the date of the grant is used to calculate the grant date fair value of RSUs and PSUs, and the Monte Carlo simulation used to calculate awards with market-based vesting conditions significantly impacts the grant date fair value of MSUs reported as compared to the target values approved by the Compensation Committee.

  46. •Reduced CEO Target Total Direct Compensation.(1)

    | ROLE OF THE COMPENSATION COMMITTEE •Discharges the responsibilities of our Board relating to the compensation of our executive officers. •Periodically reviews and makes recommendations to our Board regarding the compensation of the non-employee members of our Board. •Oversees our compensation and benefits policies generally. •Oversees and evaluates the compensation plans, policies, and practices applicable to our executive officers. •Reviews and approves the performance criteria and targets for our short-term and long-term incentive compensation programs. •Administers our equity compensation plans. •Evaluates the performance of our CEO for the fiscal year and determines, or recommends to our Board, our CEO’s compensation in light of our goals and objectives for that year. •Considers our CEO’s recommendations in evaluating the performance of our other executive officers for the fiscal year and determining the compensation of our other executive officers. | ROLE OF OUR CEO •Attends the meetings of the Compensation Committee to review and discuss the corporate and individual goals and objectives that he/she regards as important to our overall success and other related matters. •Assesses the performance of, and our goals and objectives for, our other executive officers. •Makes recommendations for each element of the compensation for our other executive officers based on his/her evaluation of their performance. | ROLE OF THE COMPENSATION CONSULTANT •Conducts an analysis of the competitive market and the compensation practices of the companies in the compensation peer group and determines our compensation positioning relative to the market and our compensation peer group. •Develops market-based guidelines for the structure of our executive compensation program and reviews the overall compensation packages of our executive officers. •Conducts a review of the overall compensation program for the non-employee members of our Board. •Reviews market practices in performance share plan design. •Provides the Compensation Committee with information regarding executive compensation trends generally, as well as industry specific compensation trends. •Provides analysis and recommendations on special matters, including the design and use of retention incentives to be used on a limited bases (such as with a CEO transition) and other one-time compensation, as appropriate. •Answers questions that may be posed by the Compensation Committee regarding compensation issues. •Attends Compensation Committee meetings, as requested, and meetings in executive session without management present. |

  47. Compensation Consultant

    Compensation Consultant During Fiscal 2025, the Compensation Committee engaged Compensia, a national compensation consulting firm, to serve as its compensation consultant to assist it in connection with its review of our Fiscal 2025 executive compensation program and its analysis of the competitive market for executive talent. The Compensation Committee assessed the independence of Compensia pursuant to the six independence factors set forth in the SEC rules and Nasdaq listing standards and has concluded that Compensia is independent, and that its work for the Compensation Committee does not raise any conflict of interest. Compensia did not provide any additional services or products to us during Fiscal 2025 beyond the services provided to the Compensation Committee.

  48. Compensation Peer Group and Market Review

    Compensation Peer Group and Market Review In determining the compensation of our executive officers, the Compensation Committee considers data gathered from a self-constructed group of peer companies, and published survey data for technology companies. During January 2024, after consultation with Compensia, the Compensation Committee developed and approved a compensation peer group for use in its executive compensation decisions for Fiscal 2025 based on the following selection criteria:

  49. Compensation Peer Group and Market Review

    | INDUSTRY Companies that compete in the semiconductor, semiconductor equipment, communications equipment, and electrical components and equipment industries | REVENUE Companies with revenue between approximately $258 million and approximately $8.3 billion, based upon the last four quarters of reported revenue at the time of selection | MARKET CAPITALIZATION Companies with a market capitalization of approximately $1.3 billion to approximately $51 billion at the time of selection |

  50. Compensation Peer Group and Market Review

    The companies included in the compensation peer group approved by the Compensation Committee for Fiscal 2025 were as follows:

  51. Compensation Peer Group and Market Review

    | Fiscal 2025 Compensation Peer Group(1) | | | | Ambarella, Inc. | Marvell Technology, Inc. | Qorvo, Inc. | | Cirrus Logic Inc. | MaxLinear, Inc. | Semtech Corporation | | Diodes Incorporated | MKS Instruments | Silicon Laboratories Inc. | | Lattice Semiconductor Corporation | Monolithic Power Systems Inc. | Skyworks Solutions, Inc. | | Lumentum Holdings Inc. | ON Semiconductor Corporation | Universal Display Corporation | | MACOM Technology Solutions Holdings, Inc. | Power Integrations, Inc. | Wolfspeed, Inc. |

  52. Compensation Peer Group and Market Review

    1.Silicon Laboratories was added to the compensation peer group for Fiscal 2025 based on the selection criteria above. The Compensation Committee used data gathered by Compensia from the public filings of the companies in our compensation peer group, as well as data from a custom peer data cut drawn from the Radford Global Technology Survey database for purposes of providing additional perspective in the case of executive positions where the compensation peer group offered a limited number of relevant data points. In reviewing survey data, the Compensation Committee does not focus on any particular company in the survey (other than the peer companies listed above). In general, the Compensation Committee uses the data provided by Compensia as background information for its compensation decisions and does not “benchmark” aggregate compensation at any particular level relative to the peer companies. Except as otherwise noted in this CD&A, decisions by the Compensation Committee are qualitative and the result of the Compensation Committee’s business judgment, which is informed by the experience of the members of the Compensation Committee as well as input from our CEO and Compensia.

  53. Compensation Peer Group and Market Review

    | Synaptics Incorporated | 90 | Proxy Statement |

  54. Compensation Peer Group and Market Review

    Governance and Pay Policies and Practices We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. Below is a summary of what we believe to be best executive compensation practices that we have implemented and practices that we avoid because we believe they are not in the best interests of the Company or our stockholders.

  55. Compensation Peer Group and Market Review

    | What We Do | | What We Don’t Do | | | ü | Maintain an independent Compensation Committee | X | No executive retirement plans | | ü | Engage an independent compensation consultant to support the Compensation Committee | X | No excessive perquisites | | ü | Conduct an annual executive compensation review | X | No tax reimbursements on perquisites | | ü | Use a “pay-for-performance” compensation philosophy | X | No hedging or pledging of our equity securities by our executive officers | | ü | Require double-trigger vesting of equity awards upon change in control | X | No single-trigger change-in-control payments | | ü | Conduct an annual risk assessment of compensation programs | X | No excise tax gross-ups on change-in-control benefits | | ü | Use multiple financial metrics under our annual bonus plan | X | No guaranteed bonuses | | ü | Use performance-based MSUs and PSUs in our long-term incentive compensation program | X | No special health or welfare benefit programs for our executive officers | | ü | Prohibit dividends/dividend equivalents on unearned/unvested awards | X | No liberal share recycling of shares under equity plans | | ü | Maintain stock ownership guidelines for our NEOs and Directors | X | No post-employment excise tax “gross-up” payment or other reimbursement | | ü | Maintain a compensation recovery (“clawback”) policy for the recovery of both cash and equity-based incentive compensation in the event of a financial restatement | X | No stock option repricing (without stockholder approval) | | ü | Conduct an annual stockholder advisory vote on NEO compensation | X | No backdating, spring-loading, or reloading of stock options | | ü | Evaluate Board and CEO/NEO succession planning on a regular basis | X | No payment of dividends or dividend equivalents on unearned or unvested equity awards | | ü | Conduct an annual risk assessment of compensation programs | | | | ü | Impose caps on maximum incentive award payouts | | | | ü | Engage regularly with stockholders on governance and compensation matters | | |

  56. Compensation Peer Group and Market Review

    | Synaptics Incorporated | 91 | Proxy Statement |

  57. Compensation Peer Group and Market Review

    Compensation Philosophy and Objectives Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives: •Align executive compensation with the Company’s corporate strategies, business objectives, and the creation of long-term value for our stockholders, while maintaining prudent alignment of risk and reward and avoiding incentives that could encourage unnecessary or excessive risk-taking; •Provide an incentive to achieve key strategic and financial performance measures by linking short-term incentive award opportunities and a substantial portion of long-term incentive award opportunities to the achievement of corporate and operational performance objectives in these areas; •Offer total compensation opportunities to our executive officers that are competitive, fair and appropriately balanced across fixed, short-term and long-term elements to support retention and motivation across business cycles; •Align the interests of our executive officers with those of our stockholders by linking our executive officers’ long-term incentive compensation opportunities to stockholder value and their cash incentives to our annual performance; and •Provide compensation and benefit levels that will attract, motivate, reward, and retain a highly talented team of executive officers within the context of responsible cost management, while exercising disciplined cost management and maintaining alignment with market practices and stockholder expectations. Fiscal 2025 Named Executive Officer Compensation Our executive compensation program has three principal elements:

  58. Compensation Peer Group and Market Review

    | Base Salary | Annual Performance-Based Cash Bonuses | Long-Term Equity Awards |

  59. Annual Performance-Based Cash Bonuses

    Annual Performance-Based Cash Bonuses We use annual performance-based cash bonuses to motivate our NEOs to achieve our annual financial objectives as set forth in our annual operating plan, while making progress towards and supporting our longer-term strategic and growth goals. For Fiscal 2025, the design of our annual performance-based cash bonus plan (the “Fiscal 2025 Cash Bonus Plan”) linked the funding of the annual bonus pool entirely to the achievement of objective financial performance measures as selected by our Board and reflected in our annual operating plan. The annual target cash bonus pool is established by the Compensation Committee based on the aggregate target annual cash bonus opportunities for all of our employees, including our executive officers. At the beginning of each fiscal year, our Board approves our annual operating plan, which forms the basis for the corporate performance measures for our annual performance-based cash bonuses. Further, the Compensation Committee reviews and sets the framework for the annual performance-based cash bonuses for the fiscal year, including confirming the plan participants, establishing a target annual cash bonus opportunity for each participating executive officer, and selecting the corporate performance measures and related target levels for the fiscal year. The earned cash incentive amount is paid after the end of the fiscal year, subject to continued employment on that date.

  60. TARGET ANNUAL CASH BONUS

    TARGET ANNUAL CASH BONUS In prior years, the Compensation Committee determined that the target annual cash bonus opportunities for each of our executive officers for Fiscal 2025 should be based on a percentage of such executive officer’s base salary. In setting these target annual cash bonus opportunities, the Compensation Committee exercised its judgment and primarily considered our overall financial and operational results for the prior fiscal year, each individual’s performance, experience level, role and responsibilities during the year, the competitive market for the position as reflected by peer group and relevant survey data, and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity). For Fiscal 2025, the Compensation Committee did not adjust the target annual cash bonus opportunities of any of our continuing NEOs as set forth below.

  61. TARGET ANNUAL CASH BONUS

    | Synaptics Incorporated | 93 | Proxy Statement |

  62. TARGET ANNUAL CASH BONUS

    The following formula was used to calculate the actual annual cash bonus payments for participants in the Fiscal 2025 Cash Bonus Plan:

  63. TARGET ANNUAL CASH BONUS

    | Bonus Earned | = | Target Annual Cash Bonus PercentageX | Base SalaryX | 2025 Weighted Corporate Achievement |

  64. CORPORATE PERFORMANCE METRICS

    CORPORATE PERFORMANCE METRICS For purposes of the Fiscal 2025 Cash Bonus Plan, the Compensation Committee used multiple objective financial performance metrics as reflected in our annual operating plan rather than a single financial metric. For Fiscal 2025, the Compensation Committee selected three equally weighted corporate financial metrics as the performance measures for the Fiscal 2025 Cash Bonus Plan – revenue, non-GAAP gross margin percentage, and non-GAAP operating profit. The Compensation Committee believed these performance metrics were appropriate because they represent key elements necessary to drive the successful execution of our Fiscal 2025 annual operating plan. In addition, they provided a strong emphasis on growth while managing expenses, which the Compensation Committee believed would most directly influence the creation of sustainable long-term stockholder value. Our Board set our annual operating plan at the start of Fiscal 2025. Consistent with past practices, the financial performance metrics were set at the close of the prior fiscal year which tied directly to the approved operating plan, incorporating any known risks, opportunities and customer demand forecasts. Our annual plan was calibrated relative to the extremely challenging business environment as we entered Fiscal 2025. For Fiscal 2025, upon the recommendation of our Compensation Committee informed by analyses performed by its independent Compensation Consultant, the Board established targets slightly above our Fiscal 2024 actual results to drive year-over-year operational improvements, while recognizing the ongoing macroeconomic uncertainty, weaker end-market demand, and continued customer inventory reductions. The Committee also considered the cyclical nature of the semiconductor industry, share price volatility, and the need to retain and motivate critical talent in a very competitive Semiconductor labor market, particularly in the Bay Area. Our Board viewed the Fiscal 2025 Cash Bonus Plan financial performance metrics as realistic and difficult to achieve at the time they were set. For purposes of the Fiscal 2025 Cash Bonus Plan: •“Non-GAAP gross margin percentage” was calculated as GAAP gross margin, excluding acquisition related costs and share-based compensation; and •“Non-GAAP operating profit” was calculated as GAAP operating profit excluding share-based compensation, acquisition and transaction/integration-related costs, prepaid development costs, and vendor settlement accrual. The Compensation Committee established target achievement levels for each of these performance metrics for Fiscal 2025 compared to Fiscal 2024 actual results as follows:

  65. CORPORATE PERFORMANCE METRICS

    | Corporate Performance Metric | Weighting | Fiscal 2025 Target Achievement Level | vs. Fiscal 2024 Actual Results | | Revenue (in millions) | 33.3% | $1,015 | $959 | | Non-GAAP gross margin percentage | 33.3% | 53.1% | 53.0% | | Non-GAAP operating profit (in millions) | 33.3% | $160 | $128 |

  66. CORPORATE PERFORMANCE METRICS

    The actual achievement level for each corporate performance metric was determined based on the percentage by which we exceeded or failed to achieve the target achievement level for that metric. The actual achievement levels were equally weighted to calculate an aggregate weighted achievement score for our corporate performance for purposes of the Fiscal 2025 Cash Bonus Plan. There was a threshold level of achievement for each performance metric, below which the weighed achievement score for that metric was 0%. Funding of the bonus pool was capped at a maximum weighted achievement score of 200%.

  67. CORPORATE PERFORMANCE METRICS

    | Synaptics Incorporated | 94 | Proxy Statement |

  68. FISCAL 2025 BONUS RESULTS

    FISCAL 2025 BONUS RESULTS After the end of Fiscal 2025, the Compensation Committee evaluated our performance with respect to the corporate performance metrics. The Fiscal 2025 Cash Bonus Plan opportunities for our NEOs with corporate responsibilities (including Mr. Rizvi and Ms. Bodensteiner) were based entirely on the performance of the foregoing metrics at the corporate level. In the case of an NEO with business unit responsibilities (including Messrs. Ganesan and Gupta), 50% of the NEO’s annual performance-based cash bonus opportunity was based on our corporate performance and the remaining 50% was based on revenue, non-GAAP gross margin percentage, and non-GAAP operating profit calculated at the business unit level. Based on Fiscal 2025 results, corporate performance metrics were achieved at 121.2% at the corporate level, which resulted in a corporate annual cash bonus payment percentage of 121.2%, as set forth in the following table:

  69. FISCAL 2025 BONUS RESULTS

    | Corporate Performance Metric | Threshold Performance Level (0%) | Target Performance Level (100%) | Maximum Performance Level (200%) | Weight | Actual Results | Achievement Level | | Revenue (in millions) | $921 | $1,015 | $1,143 | 33.33% | $1074.3 | 146.0% | | Non-GAAP gross margin percentage | 51.6% | 53.1% | 57.1% | 33.33% | 53.6% | 114.0% | | Non-GAAP operating profit (in millions) | $117 | $160 | $261 | 33.33% | $177.6 | 118.0% | | Aggregate Weighted Achievement Score | | | | | | 126.2% | | Cash Bonus Payment Percentage | | | | | | 121.2% |

  70. FISCAL 2025 BONUS RESULTS

    Based on the foregoing, our NEOs (other than our CEO) received bonus payments in amounts ranging from $363,825 to $709,741 (representing 108%-150% of each of their Fiscal 2025 target annual cash bonus opportunities). The Compensation Committee approved the following annual performance-based cash bonus payments for our NEOs for Fiscal 2025 as follows:

  71. FISCAL 2025 BONUS RESULTS

    | Named Executive Officer | Fiscal 2025 Annual Base Salary ($) | Target Annual Cash Bonus Opportunity ($) | Target Annual Cash Bonus Opportunity (as a percentage of base salary) | Actual Cash Bonus Payment ($) | | Mr. Patel(1) | 800,000 | — | —% | — | | Mr. Rizvi(2) | 490,000 | 204,952 | 75% | 248,402 | | Mr. Rizvi(2) | 730,000 | 380,643 | 130% | 461,339 | | Ms. Bodensteiner | 445,000 | 333,750 | 75% | 404,505 | | Mr. Ganesan(3) | 450,000 | 337,500 | 75% | 363,825 | | Mr. Gupta(3) | 470,000 | 352,500 | 75% | 528,750 | | Mr. Hurlston(4) | 725,000 | 942,500 | 130% | — |

  72. FISCAL 2025 BONUS RESULTS

    1.Mr. Patel joined the Company on June 2, 2025 and therefore did not receive any cash bonus for Fiscal 2025. 2.Due to the resignation of Mr. Hurlston as CEO, on February 2, 2025, the Board appointed Mr. Rizvi as Interim CEO. In light of his increased responsibilities while serving in this interim role, Mr. Rizvi was given incremental cash compensation of $240,000 per annum (or $20,000 per month) over his current base salary and an increase of 55% over his current target bonus, both pro-rated for partial year during his service as Interim CEO. 3.Both Mr. Ganesan’s and Mr. Gupta’s annual performance-based cash bonus payments were determined 50% by corporate results (each measured against the same three performance metrics used at the corporate level) and 50% by their respective business unit results. Their actual payouts reflected a weighted average of these results. We do not present target achievement levels for business unit performance because we do not publicly disclose such information and believe that such disclosure would result in competitive harm to the Company. 4.Mr. Hurlston resigned effective January 29, 2025, and terminated employment on February 3, 2025 after assisting with the transition of his responsibilities. Due to his termination of his employment, Mr. Hurlston did not receive any cash bonus for Fiscal 2025.

  73. FISCAL 2025 BONUS RESULTS

    | Synaptics Incorporated | 95 | Proxy Statement |

  74. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term incentive compensation in the form of equity awards to incentivize our executive officers for long-term corporate performance based on the potential for increases in the value of our common stock and thereby further align their interests with the interests of our stockholders. In April 2024, the Compensation Committee reviews the framework for our long term incentive program design and determined that the annual equity awards for our NEOs who were employed at the start of Fiscal 2025 would consist of a combination of MSU awards, PSU awards, and RSU awards. Additionally, as a result of the leadership transition that occurred during the year, the Compensation Committee made new hire and promotion equity awards for NEOs hired or serving in an interim role during Fiscal 2025 and awarded retention RSU awards as described below due to the CEO transition. The actual grant date fair values of the awards granted to our NEOs, as reflected in the Fiscal 2025 Summary Compensation Table, varies from the market value of the target mix due to the accounting valuation methodology used to value MSU awards. The size of these equity awards was determined, and the decision to award RSUs was made, in July 2024 by the Compensation Committee based on its assessment of our actual financial results for the prior fiscal year, its evaluation of each executive officer’s performance or expected contributions, as applicable, an assessment of the equity award practices of the companies in our compensation peer group, our need to motivate and retain our executive officers, and an assessment of the outstanding equity awards then-held by each executive officer. In making its award decisions, the Compensation Committee exercised its judgment to set the size of each award at a level it considered appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value and, in the case of PSUs, the achievement of financial goals we believed would contribute to the long-term success of the Company. The long-term equity awards granted to our NEOs for Fiscal 2025 were granted in August 2024 (except as otherwise noted) as follows (except as otherwise noted below, each long-term equity award was granted in August 2024).

  75. Long-Term Incentive Compensation

    | Named Executive Officer | MSU Award (target number of shares) (#) | PSU Award (target number of shares) (#) | RSU Awards (other than Retention RSUs and Promotion RSUs) (number of shares) (#) | Retention RSU Award (number of shares)(1) (#) | Interim CEO RSU Award (number of shares)(2) (#) | Aggregate Grant Date Fair Value ($) | | Mr. Patel(3) | — | — | — | — | — | — | | Mr. Rizvi | 24,030 | 24,030 | 24,030 | 21,854 | 21,157 | 8,873,782 | | Ms. Bodensteiner | 7,963 | 7,963 | 15,927 | 15,610 | — | 3,533,871 | | Mr. Ganesan | 9,081 | 9,081 | 18,162 | 21,854 | — | 4,228,841 | | Mr. Gupta | 9,081 | 9,081 | 18,162 | 23,415 | — | 4,305,439 | | Mr. Hurlston(4) | 42,472 | 42,472 | 42,472 | — | — | 10,870,708 |

  76. Long-Term Incentive Compensation

    1.On April 8, 2025, due to retention concerns with the resignation of our Former CEO, the Board believed it to be in the best interests of the Company and its stockholders to put into place appropriate retention incentives for the Company's senior executive officers which was critical to ensure continued stability and execution of our strategic plan. 2.On February 3, 2025, Mr. Rizvi, along with his continuing role as SVP and CFO was appointed as the Company's Interim CEO. On February 3, 2025, based upon the recommendation of the compensation consultant and the Compensation Committee, the Board believed it to be in the best interests of the Company and its stockholders to put into place appropriate long-term retention incentives in the form of RSUs for Mr. Rizvi to assist in achieving the objectives following the appointment of the new CEO and to retain Mr. Rizvi in his role as SVP and CFO. The shares were granted based upon the 30-day average of closing price for the month of April 2025, were granted on May 22, 2025 and vest in four equal installments.

  77. Long-Term Incentive Compensation

    | Synaptics Incorporated | 96 | Proxy Statement |

  78. Long-Term Incentive Compensation

    3.All of Mr. Patel’s equity awards were granted subsequent to Fiscal 2025 year-end on July 17, 2025, in connection with his commencement of employment with us as our President and Chief Executive Officer. 4.On January 29, 2025, Mr. Hurlston resigned and terminated employment on February 3, 2025. Due to his termination of employment, Mr. Hurlston forfeited his shares.

  79. MSU AWARDS

    | MSU Grant | Tranche Ending Fiscal 2025 | TSR (Synaptics Percentile) | Payout (Percentage of Target) | | Fiscal 2023 | Third Performance Period | 24th | —% | | Fiscal 2024 | Second Performance Period | 30th | 21.79% | | Fiscal 2025 | First Performance Period | 24th | —% |

  80. PSU AWARDS

    PSU AWARDS PSU awards are earned over a one-year performance period based on the achievement of a pre-established non-GAAP EPS (diluted) target. For Fiscal 2025 “non-GAAP EPS (diluted)” was calculated as GAAP EPS, excluding acquisition and transaction/integration-related costs, amortization of prepaid development costs, share-based compensation, vendor settlement accrual, and amortization of debt issuance costs. See Appendix A for the full definition of Non-GAAP EPS (diluted) and a reconciliation of Non-GAAP EPS to GAAP EPS. The potential payout ranges from 0% to 200% of the target number of shares subject to the PSU award and is determined on a linear basis if actual performance is greater than the threshold performance level and less than the maximum performance level. In no event will the maximum payout exceed 200% of the target number of shares. PSUs are earned on performance during a one-year performance period for the fiscal year. Any shares earned are then subject to additional time-based vesting, delivered in three equal annual installments beginning on the first anniversary of the grant, subject to the NEO’s continued employment with us at the time of delivery. Our Compensation Committee set the non-GAAP EPS target at $2.22. The Compensation Committee subsequently adjusted the target to $2.43 to take into account the expected impact of the Broadcom acquisition. The target number, as adjusted was above the prior year’s actual performance of $2.25. Although the increase may appear modest, in the context of the highly challenging business environment for the year including macroeconomic uncertainty, weaker end-market demand, ongoing customer inventory reductions, and the cyclicality of our business makes, the Committee viewed this target as a rigorous stretch goal. These factors made it difficult to meaningfully forecast our performance over a multi-year time horizon. Utilizing a one-year performance period enables the Compensation Committee to have sufficient line of sight to set informed and challenging goals. Our Board viewed the Fiscal 2025 non-GAAP EPS (diluted) target as realistic but difficult to achieve at the time they it was set. Our actual non-GAAP EPS (diluted) for Fiscal 2025 was $3.62, which resulted in a payout percentage of 200% as set forth below.

  81. PSU AWARDS

    | Corporate Performance Metric | Threshold Performance Level (0%) | Target Performance Level (100%) | Maximum Performance Level (200%) | Actual Results | Achievement Level | | Non-GAAP EPS (diluted) | $1.58 | $2.22 $2.43 (as adjusted for Broadcom acquisition) | $3.28 | $3.62 | 200.0% |

  82. PSU AWARDS

    | Synaptics Incorporated | 98 | Proxy Statement |

  83. PSU AWARDS

    | Named Executive Officer | PSU Award (target number of shares) | PSU Award (earned number of shares) | | Mr. Patel(1) | — | — | | Mr. Rizvi | 24,030 | 48,060 | | Ms. Bodensteiner | 7,963 | 15,926 | | Mr. Ganesan | 9,081 | 18,162 | | Mr. Gupta | 9,081 | 18,162 | | Mr. Hurlston(2) | 42,472 | — |

  84. PSU AWARDS

    1.Mr. Patel joined the Company on June 2, 2025 and therefore was not eligible to receive PSUs for the Fiscal 2025 performance period. 2.Mr. Hurlston resigned from the Company, effective February 3, 2025 and therefore forfeited any PSU awards earned for Fiscal 2025.

  85. ANNUAL RSU AWARDS

    ANNUAL RSU AWARDS Each RSU award (excluding Retention RSUs discussed below) generally vests over three years, with one-third of the total number of shares of our common stock subject to the award vesting on the first anniversary of the grant date and the remainder vesting in equal quarterly tranches until fully vested, subject to the NEO’s continued employment with us through each relevant vesting date.

  86. RETENTION RSU AWARDS

    RETENTION RSU AWARDS In April 2025, the Board also considered heightened retention concerns, including for certain NEOs, due to the resignation of our former CEO and the uncertainties that existed during the Board's search for a successor CEO, challenging semiconductor macroeconomic conditions, and strong competition for talent in the semiconductor and broader technology and consumer product markets. The Compensation Committee believed that it was in stockholders’ best interests to retain key leaders, if possible, and that RSUs would best meet this retention goal while continuing to align management’s interests with stockholders. Accordingly, in April 2025, the Board granted additional RSUs with value of $1,400,000, $1,400,000, $1,500,000 and $1,000,000, respectively, to Messrs. Rizvi, Ganesan, and Gupta, and Ms. Bodensteiner for Fiscal 2025 only. Such retention RSUs vest over two years, with a 1-year cliff and equal quarterly installments thereafter, subject to continued employment through each relevant vesting date.

  87. Perquisites and Other Personal Benefits

    Perquisites and Other Personal Benefits We do not view perquisites or other personal benefits as a significant element of our executive compensation program. Accordingly, we do not provide perquisites or other personal benefits to our executive officers except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of the executive officer’s duties, to make the executive officer more efficient and effective, and for recruitment, motivation, or retention purposes. During Fiscal 2025, none of our NEOs received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual. Severance and Change in Control Agreements We believe that severance and change in control agreements are important parts of the overall compensation program for our executive officers. Severance agreements provide a stable work environment and are used primarily to attract, motivate, and retain individuals with the requisite experience and ability to drive our success. The provision of enhanced severance payments and benefits for an involuntary termination of the executive officer’s employment in connection with a change in control of the Company helps to secure the continued employment and dedication of our executive officers, to reduce any concern that they might have regarding their own continued employment prior to or following a change in control, and to promote continuity of management during a corporate transaction. We do not provide for tax gross-up payments for any excise taxes imposed pursuant to Sections 280G and 4999 of the Code. In April 2025, in connection with the CEO transition, the Board requested that its Compensation Committee, with assistance from its independent compensation consultant, Compensia, obtain market benchmarks, and perform analyses on key elements of executive compensation, including retention equity and severance and change in control policies. As a result, upon the recommendations of the Compensation Committee, the Board approved, and the Company entered into new Change in Control and Severance Agreements (the "Executive Severance Agreements") with our NEOs during Fiscal 2025 to better align their severance provisions with market practices and to assist in retention of our then-serving NEOs during a period of transition. The Executive Severance Agreements are not employment contracts and do not specify an employment term, compensation level or other terms and conditions of employment. The Executive Severance Agreements provide for certain severance benefits to each NEO in the event such NEO's employment is terminated under specified circumstances as set forth in the Executive Severance Agreement, subject to the NEO satisfying certain conditions, including the delivery of a release of specified claims in favor of the Company. The Executive Severance Agreements replaced and superseded our prior change in control and non-change in control severance plans previously in effect for our executive officers. A summary of the material terms and conditions of the arrangements under the Executive Severance Agreements, as well as an estimate of the potential payments and benefits payable to our NEOs upon a qualifying termination as of Fiscal 2025 year end, is below under “Potential Payments upon Termination or Change in Control."

  88. Outstanding Equity Awards

    Outstanding Equity Awards For a discussion of the treatment of outstanding equity awards held by our NEOs in the event of a change in control of the Company or certain involuntary terminations of an NEO’s employment with us, see “Potential Payments upon Termination or Change in Control – Equity Awards” below.

  89. Outstanding Equity Awards

    | Synaptics Incorporated | 100 | Proxy Statement |

  90. Outstanding Equity Awards

    Other Compensation Policies

  91. Equity Grant Policy

    Equity Grant Policy The Compensation Committee approves annual equity awards to our executive officers at a regularly scheduled meeting in the first half of each year. However, the Compensation Committee may also approve grants of equity awards at other times of the year such as in connection with the hiring of a new executive officer or in such other circumstances as the Compensation Committee may determine appropriate. During Fiscal 2025, we did not grant stock options or similar awards having option-like features (“similar awards”) as part of our equity compensation programs. If we grant stock options or similar awards in the future, we anticipate that our policy will be not to grant stock options or similar awards in anticipation of the release of material nonpublic information or during periods in which there is material nonpublic information about our company, including during “blackout” periods" established under our insider trading policy. To the contrary, we anticipate that our Board would grant any stock options or similar awards on a predetermined schedule without taking into account material nonpublic information in determining either the time or terms of such awards. We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  92. Compensation Committee

    | Name and Principal Positions | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3)(4)(5) ($) | Non-Equity Incentive Plan Compensation(6) ($) | All Other Compensation(7) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | Rahul Patel(8) President and CEO | 2025 | 66,667 | 1,850,000 | — | — | 226 | 1,916,893 | | Ken Rizvi(9) Senior Vice President and Chief Financial Officer and Interim CEO | 2025 | 571,439 | — | 8,873,782 | 709,741 | 8,148 | 10,163,110 | | Lisa Bodensteiner(10) Senior Vice President, Chief Legal Officer and Secretary | 2025 | 442,917 | — | 3,533,871 | 404,505 | 12,235 | 4,393,528 | | | 2024 | 246,591 | — | 5,412,122 | 53,531 | 14,229 | 5,726,473 | | Satish Ganesan Senior Vice President and General Manager, Intelligent Sensing Division and Chief Strategy Officer | 2025 | 445,833 | — | 4,228,841 | 363,825 | 8,664 | 5,047,163 | | | 2024 | 400,000 | — | 4,329,343 | 308,100 | 8,190 | 5,045,633 |

  93. Compensation Committee

    | Name and Principal Positions | Fiscal Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3)(4)(5) ($) | Non-Equity Incentive Plan Compensation(6) ($) | All Other Compensation(7) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | Vikram Gupta Senior Vice President and General Manager, IoT Processors and Chief Product Officer | 2025 | 467,083 | — | 4,305,439 | 528,750 | 11,445 | 5,312,717 | | | 2024 | 435,000 | — | 6,019,448 | 80,910 | 12,255 | 6,547,613 | | Michael Hurlston(11) Former CEO | 2025 | 467,083 | — | 10,870,708 | — | 4,799 | 11,342,590 | | | 2024 | 725,000 | — | 22,759,707 | 278,980 | 11,043 | 23,774,730 | | | 2023 | 725,000 | — | 18,339,934 | 503,295 | 9,405 | 19,577,634 |

  94. SUPPLEMENTAL DISCLOSURE

    | RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL COMPENSATION FOR CEO TO COMPENSATION ACTUALLY PAID | | | | | | | | | | | | | Equity Award Adjustments | | | | | | | | | Deduct: | Add: | Add/(Deduct): | Add/(Deduct): | Deduct: | | | | Fiscal Year | Summary Compensation Table Total for PEO(1)(2) ($) | Value of Equity Awards Reported in Summary Compensation Table ($) | Year End Fair Value of Awards Granted During the Year which were Unvested at Year End ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Awards ($) | Change in Fair Value of Awards Granted in Prior Years which Vested During the Year ($) | Fair Value of Awards Granted in Prior Fiscal Years and Forfeited During the Year ($) | Total Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2025 | 11,342,591 | (10,870,708) | — | — | (2,503,806) | (14,728,297) | (17,232,103) | (16,760,220) | | 2025 | 10,163,111 | (8,873,782) | 10,135,522 | — | — | — | 10,135,522 | 11,424,851 | | 2025 | 1,916,892 | — | — | — | — | — | — | 1,916,892 | | 2024 | 23,774,730 | (22,759,707) | 16,613,449 | (281,303) | 5,478,972 | — | 21,811,118 | 22,826,141 | | 2023 | 19,577,634 | (18,339,934) | 5,599,669 | (15,234,211) | (14,971,380) | — | (24,605,922) | (23,368,222) | | 2022 | 14,160,936 | (11,997,489) | 11,393,086 | 3,223,623 | (5,083,715) | — | 9,532,994 | 11,696,441 | | 2021 | 11,704,655 | (9,723,998) | 19,304,691 | 59,159,479 | 1,339,304 | — | 79,803,474 | 81,784,131 |

  95. SUPPLEMENTAL DISCLOSURE

    | RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL COMPENSATION FOR NON-PEO NEOS TO COMPENSATION ACTUALLY PAID | | | | | | | | | | | | | | Equity Award Adjustments(a) | | | | | | | | | | Deduct: | Add: | Add/(Deduct): | Add/(Deduct): | Add: | Deduct: | | | | Fiscal Year | Summary Compensation Table Total for Non-PEO NEOs(1)(2) ($) | Value of Equity Awards Reported in Summary Compensation Table ($) | Year End Fair Value of Awards Granted During the Year which were Unvested at Year End ($) | Year Over Year Change in Fair Value of Outstanding and Unvested Awards ($) | Change in Fair Value of Awards Granted in Prior Years which Vested During the Year ($) | Fair Value of Awards Granted and Vested During the Fiscal Year ($) | Fair Value of Awards Granted in Prior Fiscal Years and Forfeited During the Year ($) | Total Equity Award Adjustments ($) | Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 4,917,802 | (4,022,717) | 4,542,045 | (1,296,057) | (532,524) | — | — | 2,713,464 | 3,608,549 | | 2024 | 6,000,519 | (5,584,995) | 2,161,152 | (12,785) | (115,537) | 139,694 | (534,509) | 1,638,015 | 2,053,539 | | 2023 | 4,994,076 | (4,393,527) | 1,341,489 | (1,418,204) | (749,587) | — | — | (826,302) | (225,753) | | 2022 | 4,057,648 | (3,175,582) | 3,015,602 | 82,646 | 517,177 | — | — | 3,615,425 | 4,497,491 | | 2021 | 3,595,333 | (2,098,558) | 4,166,212 | 5,653,830 | 773,605 | — | — | 10,593,647 | 12,090,422 |