DEF 14A of Synaptics Inc, Sep 15, 2026

DEF 14A of Synaptics Inc

Filed Sep 15, 2026 · FY20260000817720-26-000075

Open on EDGAR

  1. Independent Board Leadership and Practices

    Independent Board Leadership and Practices

  2. Independent Board Leadership and Practices

    | Board Leadership | •Independent Board Chair with a well-defined role and robust responsibilities | | Board Refreshment | •Since 2020, 4 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 resumed an active search for an additional independent director with financial and investor relations expertise and in January 2026, appointed Venkatesh Nathamuni to the Board and Audit Committee. Mr. Buchanan is not standing for re-election at the Annual Meeting, and his term will expire as of the conclusion of our Annual Meeting. Due to the impending departure of Mr. Buchanan, the Board appointed Mr. Nathamuni to serve as Audit Committee Chair effective October 26, 2026. | | Skills Matrix | •Board skills matrix aligns director expertise with Company strategy and risk oversight | | Board Mix | •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 director nominees (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 and 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 | | 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 |

  3. Independent Board Leadership and Practices

    | Synaptics Incorporated | 14 | Proxy Statement |

  4. Director Skills, Experience and Background

    Director Skills, Experience and Background We believe each of our eight director nominees 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

  5. Director Skills, Experience and Background

    | Synaptics Incorporated | 20 | Proxy Statement |

  6. Director Skills, Experience and Background

    The following chart shows a summary of the skills and core competencies of our eight director nominees:

  7. Director Skills, Experience and Background

    | Qualifications & Skills | Chan | Geeslin | Hardman | Kummrow | Lee | Nathamuni | 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 | ● | | ● | ● | | ● | | |

  8. Director Skills, Experience and Background

    | Synaptics Incorporated | 21 | Proxy Statement |

  9. Director Skills, Experience and Background

    Director Nominees

  10. 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 also served 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 and risk management committee, and corporate responsibility, sustainability 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: Mr. Chan brings to our Board more than three decades of executive leadership, semiconductor industry and public company governance experience. His prior leadership roles at global technology companies provide the Board with significant expertise in semiconductor product strategy, scaling global operations, customer diversification, and navigating cyclical technology markets. As Chair of the Board, he has played a key role in overseeing Synaptics’ strategic transformation toward Edge AI, IoT connectivity, and differentiated wireless technologies, including oversight of major strategic transactions, executive leadership transitions, and long-term capital allocation priorities. His extensive public company board leadership experience also contributes deep insight into corporate governance, stockholder engagement, succession planning, and risk oversight during periods of industry disruption and rapid technological change provide the requisite qualifications, skills, and experiences that make him well qualified to serve on our Board. | | | Nelson C. Chan Chair of the Board and Independent Director Age: 65 Director Since: 2007 Committees: Audit & N&CG Other Public Company Service: –Deckers Outdoor Corporation –Twist Bioscience –GCT Semiconductors | |

  11. Director Skills, Experience and Background

    | Synaptics Incorporated | 22 | Proxy Statement |

  12. 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 currently serves on the board of directors of CommVault Systems, Inc., a public data management software company, where he is a member of the Compensation Committee and Chair of the Operating Committee. 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: Mr. Geeslin contributes substantial semiconductor industry leadership and operational expertise developed through decades of executive management and public company board service within the technology sector. His experience spans semiconductor product development, customer engagement, strategic growth initiatives, and oversight of global technology operations. Mr. Geeslin’s deep understanding of semiconductor industry cycles, product innovation, and customer-driven market dynamics provides valuable perspective to the Board as Synaptics advances its strategy focused on AI-enabled edge processing, intelligent sensing, and wireless connectivity solutions. In addition, his extensive governance experience supports the Board’s oversight of long-term strategy, executive leadership development, and operational risk management. We believe 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: 73 Director Since: 1986 Committees: Compensation Other Public Company Service: –Commvault Systems, Inc. | |

  13. Director Skills, Experience and Background

    | Synaptics Incorporated | 23 | Proxy Statement |

  14. 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: Ms. Hardman brings extensive legal, governance, compliance, and public company advisory experience developed through senior leadership positions advising global technology and growth-oriented companies. Her expertise includes securities law compliance, corporate governance frameworks, regulatory oversight, risk management, and strategic board advisory matters. The Board benefits from Ms. Hardman’s significant experience overseeing complex governance and compliance environments, including matters involving disclosure practices, stockholder engagement, executive compensation governance, and evolving regulatory requirements applicable to public technology companies. Her perspective supports Synaptics’ commitment to strong governance practices, transparency, and long-term stockholder alignment. The Board believes Ms. Hardman's business background 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: 65 Director Since: 2020 Committees: Audit and Compensation (Chair) Other Public Company Service: –None | |

  15. Director Skills, Experience and Background

    | Synaptics Incorporated | 24 | Proxy Statement |

  16. Director Skills, Experience and Background

    | | | PATRICIA KUMMROW has been a director of the Company since July 2021. Ms. Kummrow served as Vice President and General Manager of Intel Corporation's ("Intel") Cloud Networking Group for seven years until her retirement in December 2024. Prior to that, she served as Vice President of IP development in the Platform Engineering Group at Intel, 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: Ms. Kummrow has 35+ years of experience in the semiconductor industry. She contributes extensive global financial leadership and operational experience developed through executive roles at multinational technology and industrial organizations. Her expertise includes financial controls, international operations, capital allocation, enterprise risk oversight, and large-scale organizational management. Ms. Kummrow’s background overseeing complex global businesses and cross-functional operations provides the Board with valuable insight into operational scalability, global supply chain considerations, strategic planning, and disciplined financial management. Her experience is particularly relevant as Synaptics continues to navigate dynamic global markets and execute on its long-term growth and profitability objectives. 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: 56 Director Since: 2021 Committees: N&CG (Chair) and Compensation Other Public Company Service: –Napatech | |

  17. Director Skills, Experience and Background

    | Synaptics Incorporated | 25 | Proxy Statement |

  18. 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: Ms. Lee provides significant expertise in global technology markets, digital transformation, enterprise innovation, and strategic business development. Her experience leading technology-driven organizations and advising high-growth businesses contributes valuable insight into emerging market trends, customer adoption dynamics, and innovation-focused growth strategies. As Synaptics continues to expand its presence in Edge AI, Physical AI, connected devices, and intelligent computing applications, the Board benefits from Ms. Lee’s experience evaluating evolving technology ecosystems, strategic partnerships, and market expansion opportunities. Her perspective also supports the Board’s oversight of innovation strategy, customer-centric product development, and long-term competitive positioning. We believe that Ms. Lee’s board experience, her previous senior management positions with other technology companies, 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: 59 Director Since: 2022 Committees: Audit and N&CG Other Public Company Service: –Commvault Systems, Inc. –Belden Inc. | |

  19. Director Skills, Experience and Background

    | Synaptics Incorporated | 26 | Proxy Statement |

  20. Director Skills, Experience and Background

    | | | VENKATESH NATHAMUNI has been a director of the Company since January 2026. Since June 2024, Mr. Nathamuni has served as Executive Vice President and Chief Financial Officer of Jacobs Solutions Inc., a global professional services company. Prior to joining Jacobs, Mr. Nathamuni served as Chief Financial Officer of Cirrus Logic, Inc., a global semiconductor company, from April 2022 to May 2024. Previously, he served as Head of Corporate Finance, M&A, Investor Relations and Information Technology at Arista Networks from November 2021 to April 2022, and spent nine years at Maxim Integrated Products, Inc., where he held leadership roles including Vice President of M&A and Corporate Development and Head of Investor Relations. Earlier in his career, Mr. Nathamuni held positions at J.P. Morgan, Synopsys, Synplicity and QuickLogic. Mr. Nathamuni holds a Bachelor of Science degree in Electronics and Communications Engineering from Madurai Kamaraj University in India, a Master of Science degree in Electrical and Electronics Engineering from Stony Brook University, and an MBA in Finance and Strategy from The Wharton School of the University of Pennsylvania. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Nathamuni brings significant financial leadership and public company governance experience developed through senior executive finance roles, including his service as Chief Financial Officer of Jacobs Solutions Inc. His expertise includes capital allocation, enterprise risk management, financial reporting, operational transformation, investor relations, and oversight of complex global operations. Mr. Nathamuni provides valuable experience in financial governance, strategic planning, and operational execution within technology-driven and global business environments. His background overseeing large-scale transformation initiatives and growth investments supports the Board’s oversight of Synaptics’ long-term strategy, operational efficiency, and stockholder value creation as the Company continues to advance in Edge AI, Physical AI, and wireless and sensing connectivity solutions. The Board believes that Mr. Nathamuni’s financial expertise, operational leadership, and public company experience make him well-qualified to serve on the Board of Directors and as Chair of the Audit Committee. | | | Venkatesh Nathamuni Independent Director Age: 60 Director Since: 2026 Committees: Audit (Chair) Other Public Company Service: –None | |

  21. Director Skills, Experience and Background

    | Synaptics Incorporated | 27 | Proxy Statement |

  22. 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: 57 Director Since: 2025 Committees: None Other Public Company Service: –Energous | |

  23. Director Skills, Experience and Background

    | Synaptics Incorporated | 28 | Proxy Statement |

  24. 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: Mr. Whims contributes extensive public company leadership, governance, and operational experience developed through executive management and board service across technology and growth-oriented industries. His expertise includes strategic planning, operational execution, leadership development, and oversight of complex organizational and governance matters. Mr. Whims’ experience advising companies through periods of strategic transformation, operational scaling, and evolving market conditions provides valuable perspective to the Board as Synaptics continues to execute its long-term growth strategy focused on intelligent connected devices and Edge AI solutions. His governance and leadership experience further supports the Board’s oversight of succession planning, organizational effectiveness, and long-term stockholder value creation. We believe Mr. Whims’ prior senior executive positions with major 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: 71 Director Since: 2007 Committees: Compensation and N&CG Other Public Company Service: –None | |

  25. Director Skills, Experience and Background

    | Synaptics Incorporated | 29 | Proxy Statement |

  26. 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 eight 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.

  27. Director Skills, Experience and Background

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

  28. Director Skills, Experience and Background

    | Synaptics Incorporated | 30 | Proxy Statement |

  29. Director Skills, Experience and Background

    Corporate Governance Board Composition and Governance

  30. 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;

  31. 3.Evaluate Qualifications of Director Nominees

    | Synaptics Incorporated | 44 | Proxy Statement |

  32. 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.

  33. Communications with the Board

    | Name | Fees Earned or Paid in cash ($) | Stock Awards(1) ($) | Total ($) | | (a) | (b) | (c) | (d) | | Nelson C. Chan(2) | 366,250 | 215,617 | 581,867 | | Jeffrey D. Buchanan | 105,000 | 215,617 | 320,617 | | Keith B. Geeslin | 85,000 | 215,617 | 300,617 | | Susan J. Hardman | 105,000 | 215,617 | 320,617 | | Patricia Kummrow | 100,000 | 215,617 | 315,617 | | Vivie Lee | 90,000 | 215,617 | 305,617 | | Venkatesh Nathamuni | 27,322 | 174,202 | 201,524 | | James L. Whims | 90,000 | 215,617 | 305,617 |

  34. Fiscal 2026 Executive Compensation Highlights

    Fiscal 2026 Executive Compensation Highlights Our executive compensation program is designed to attract, motivate and retain highly qualified executive talent, drive achievement of our strategic and financial objectives, and align the interests of our NEOs with those of our stockholders. Consistent with these objectives, a significant portion of our NEOs target total direct compensation is variable, at-risk, and tied to Company performance measured against specific financial objectives that are key for driving our success. We believe our executive compensation program balances annual incentives that reward the achievement of key financial objectives and individual contributions with long-term equity incentives that promote sustained performance and long-term stockholder value creation. We believe this performance-oriented framework appropriately aligns executive compensation outcomes with Company performance while supporting accountability and disciplined decision-making. Our Fiscal 2026 compensation program included: •Short-term incentive compensation in the form of annual cash bonuses (tied to pre-established financial goals of revenue, non-GAAP gross margin, non-GAAP operating profit) and individual contributions •Long-term equity incentives tied to performance metrics including MSUs linked to total stock return, PSUs linked to non-GAAP EPS (diluted), and RSUs linked to stock price appreciation •Strong Compensation Governance features including challenging goal-setting, disciplined compensation decisions, differentiated pay outcomes based upon performance, no guaranteed annual bonuses, no option repricing or evergreen share provisions, meaningful stock ownership guidelines with holding requirements to achieve/maintain thresholds, and robust clawback policies that reinforce accountability and discipline

  35. TARGET TOTAL DIRECT COMPENSATION (TTDC) MIX EMPHASIZES PERFORMANCE-BASED AND AT-RISK PAY

    TARGET TOTAL DIRECT COMPENSATION (TTDC) MIX EMPHASIZES PERFORMANCE-BASED AND AT-RISK PAY The TTDC of our NEOs includes a significant portion of equity incentives that are based on our financial performance and/or stock price growth. The Compensation Committee approves target long-term equity incentive award value using the Company’s average stock price for the month prior to the date of grant (i.e., August 17, 2025, in the case of Fiscal 2026 awards). Accordingly, such amount differs from the amounts reported in the Summary Compensation Table, which reports 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, which may reflect a different value than the average stock price for the preceding month. In addition, 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. The following charts reflect target TTDC, and not the grant date fair value of the Fiscal 2026 long-term equity incentive awards.

  36. 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 2026, the Compensation Committee based cash bonuses on the achievement of three Compensation Committee-selected objective financial performance metrics at the corporate level for NEOs with corporate responsibilities (Messrs. Patel and Rizvi and Ms. Bodensteiner) and at both the corporate and business-unit level for 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 2026, the annual performance-based cash bonus payout was 115% at the corporate level. These outcomes directly informed short-term incentive results. The Compensation Committee set Fiscal 2026 cash bonus opportunities in July 2025, 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 corporate metrics, targets, and results under our Fiscal 2026 annual cash bonus program.

  37. 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 2026, 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.

  38. FISCAL 2026 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

    FISCAL 2026 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS As of the Record Date, the following charts represent MSU awards earned in Fiscal 2026 by our NEOs (other than our CEO) for MSUs granted in Fiscal 2024, and 2025 and the number of PSUs earned based upon actual performance by our NEOs under the grants awarded in Fiscal 2024, 2025 and 2026 (each of which is subject to additional time-based vesting) by our NEOs.

  39. FISCAL 2026 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

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  40. FISCAL 2026 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

    | MSU Metrics •Relative TSR •Compared to the peer companies in the Russell 2000 Index •Pre-Fiscal 2026 MSUs generally are measured over one-, two- and three-year performance periods, except the Fiscal 2025 CEO award, which used a single three-year period. Fiscal 2026 MSUs use a single three-year period for the CEO and two- and three-year periods for the 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; true up for overachievement, if any, may be made at the end of the full three-year performance period, subject to the applicable cap (except that the true-up feature was eliminated for Fiscal 2026 MSUs). The Fiscal 2024 award reflects a true-up for overachievement for the one- and two-year performance periods. Overall achievement for the Fiscal 2024 award was 115.66%. •Starting measurement period was the 90-day period ending on the June 30th immediately prior to the grant date and ending measurement periods were or will be 90-day periods ending on the June 30th coinciding with the end of each performance period •Payout for each performance period requires continued employment through the end of that period |

  41. FISCAL 2026 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 |

  42. FISCAL 2026 LONG-TERM INCENTIVE COMPENSATION METRICS AND RESULTS

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  43. Stockholder Engagement and Fiscal 2025 Say-on-Pay and Equity Plan Vote

    | 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 incentive and 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. |

  44. Compensation Consultant

    Compensation Consultant During Fiscal 2026, 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 2026 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 2026 beyond the services provided to the Compensation Committee.

  45. 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 2025, after consultation with Compensia, the Compensation Committee developed and approved a compensation peer group for use in its executive compensation decisions for Fiscal 2026 based on the following selection criteria:

  46. 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 $252 million and approximately $7.3 billion, based upon the last four quarters of reported revenue at the time of selection | MARKET CAPITALIZATION Companies with a market capitalization of approximately $1.0 billion to approximately $94.9 billion at the time of selection |

  47. Compensation Peer Group and Market Review

    The companies included in the compensation peer group approved by the Compensation Committee for Fiscal 2026 were as follows:

  48. Compensation Peer Group and Market Review

    | Fiscal 2026 Compensation Peer Group | | | | 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. |

  49. Compensation Peer Group and Market Review

    The Compensation Committee used a competitive market analysis based on 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 connection with its deliberations. 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 analysis and 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.

  50. Compensation Peer Group and Market Review

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  51. 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.

  52. 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 or "gross ups" payments 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" accelerated vesting of equity awards upon a change in control | X | No single-trigger change-in-control payments | | ü | Impose caps on maximum incentive award payouts | X | No post-employment excise tax reimbursements or "gross-up" payments 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 | Maintain stock ownership guidelines for our NEOs and non-employee directors | X | No liberal share recycling of shares under equity plans | | 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 | Impose caps on maximum incentive award payouts | | | | ü | Engage regularly with stockholders on governance and compensation matters | | |

  53. Compensation Peer Group and Market Review

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  54. 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 2026 Named Executive Officer Compensation Our executive compensation program has three principal elements:

  55. Compensation Peer Group and Market Review

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

  56. Annual Performance-Based Cash Bonuses

    Annual Performance-Based Cash Bonuses We use annual performance-based cash bonuses to motivate our NEOs to achieve the financial objectives in our annual operating plan and support our longer-term strategic and growth priorities. For Fiscal 2026, funding under our annual performance-based cash bonus plan (the “Fiscal 2026 Cash Bonus Plan”) was based entirely on the achievement of objective financial performance measures approved 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, the Board approves our annual operating plan. The Compensation Committee then establishes the bonus-plan framework, 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. Earned bonuses are paid after the end of the fiscal year, subject to continued employment on that date.

  57. TARGET ANNUAL CASH BONUS

    TARGET ANNUAL CASH BONUS For Fiscal 2026, target annual cash bonus opportunities for executive officers were expressed as a percentage of base salary. In setting these opportunities, the Compensation Committee considered prior-year financial and operational results, individual performance, experience level, role and responsibilities, competitive market for the position as reflected by an analysis of peer group and relevant survey data, and our CEO's recommendations for executives (except with respect to his own target annual cash bonus opportunity). For Fiscal 2026, the Compensation Committee did not change the target annual cash bonus opportunities of any of our NEOs as set forth below. The following formula was used to calculate the actual annual cash bonus payments for participants in the Fiscal 2026 Cash Bonus Plan:

  58. TARGET ANNUAL CASH BONUS

    | Bonus Earned | = | Target Annual Cash Bonus PercentageX | Base SalaryX | 2026 Weighted Corporate Achievement |

  59. TARGET ANNUAL CASH BONUS

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  60. CORPORATE PERFORMANCE METRICS

    CORPORATE PERFORMANCE METRICS The Compensation Committee selected three equally weighted corporate financial metrics for the Fiscal 2026 Cash Bonus Plan – revenue, non-GAAP gross margin percentage, and non-GAAP operating profit. The Compensation Committee believed these performance metrics balanced growth, profitability and expense management, and were intended to support execution of the annual operating plan and sustainable long-term stockholder value creation. Consistent with past practices, the targets for the selected 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 2026. For Fiscal 2026, upon the recommendation of our Compensation Committee informed by analyses performed by its independent Compensation Consultant, the Compensation Committee established targets slightly above our Fiscal 2025 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 Compensation 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 targets for the Fiscal 2026 Cash Bonus Plan financial performance metrics as realistic and difficult to achieve at the time they were set. For purposes of the Fiscal 2026 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, intangible asset impairment charges, and restructuring costs. The Compensation Committee established target achievement levels for each of these performance metrics for Fiscal 2026 compared to Fiscal 2025 actual results as follows:

  61. CORPORATE PERFORMANCE METRICS

    | Corporate Performance Metric | Weighting | Fiscal 2026 Target Achievement Level | vs. Fiscal 2025 Actual Results | | Revenue (in millions) | 33.3% | $1,200 | $1,074 | | Non-GAAP gross margin percentage | 33.3% | 53.66% | 53.60% | | Non-GAAP operating profit (in millions) | 33.3% | $201 | $178 |

  62. CORPORATE PERFORMANCE METRICS

    Actual performance against each metric was determined based on the percentage by which we exceeded or failed to achieve the target achievement level for that metric, and the three results were equally weighted to determine the aggregate weighted corporate achievement score. Each metric had a threshold 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%.

  63. CORPORATE PERFORMANCE METRICS

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  64. FISCAL 2026 BONUS RESULTS

    FISCAL 2026 BONUS RESULTS For our NEOs with corporate responsibilities (i.e., Messrs. Patel and Rizvi and Ms. Bodensteiner) bonus outcomes were based entirely on corporate performance. For Messrs. Ganesan and Gupta, 50% of the bonus opportunity was based on corporate performance and 50% was based on revenue, non-GAAP gross margin percentage, and non-GAAP operating profit levels calculated at the business unit level. Fiscal 2026 corporate performance resulted in a 115% achievement level, and a corresponding corporate bonus payment percentage of 115%, as set forth in the following table:

  65. FISCAL 2026 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) | $1,008 | $1,200 | $1,343 | 33.33% | $1,197.2 | 99% | | Non-GAAP gross margin percentage | 52.70% | 53.66% | 55.00% | 33.33% | 53.73% | 110% | | Non-GAAP operating profit (in millions) | $137 | $201 | $257 | 33.33% | $222.8 | 136% | | Cash Bonus Payment Percentage | | | | | | 115% |

  66. FISCAL 2026 BONUS RESULTS

    Based on the foregoing, our CEO and other NEOs received bonus payments in amounts ranging from $376,312 to $1,150,000 (representing 112%-121% of each of their Fiscal 2026 target annual cash bonus opportunities). The Compensation Committee approved the following annual performance-based cash bonus payments for our NEOs for Fiscal 2026 as follows:

  67. FISCAL 2026 BONUS RESULTS

    | Named Executive Officer | Fiscal 2026 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 | 800,000 | 1,000,000 | 125% | 1,150,000 | | Mr. Rizvi(1) | 490,000 | 367,500 | 75% | 480,885 | | Ms. Bodensteiner | 445,000 | 333,750 | 75% | 383,813 | | Mr. Ganesan(2) | 450,000 | 337,500 | 75% | 376,312 | | Mr. Gupta(2) | 470,000 | 352,500 | 75% | 378,938 |

  68. FISCAL 2026 BONUS RESULTS

    1.Mr. Rizvi's annual performance-based cash bonus payment reflects the one-month period of time he served as interim CEO. 2.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.

  69. FISCAL 2026 BONUS RESULTS

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  70. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We use long-term equity incentives to align executive officers with 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 2025, the Compensation Committee reviewed the incentive framework and determined that the annual equity awards for our NEOs who were employed at the start of Fiscal 2026 would consist of MSUs, PSUs, and RSUs. The actual grant date fair values of the awards reflected in the Fiscal 2026 Summary Compensation Table may differ from the target values approved by the Compensation Committee because of the average stock price valuation methodology used to value PSU and RSU awards and the accounting valuation methodology used to value MSU awards. The Compensation Committee determined the size and mix of these awards in July 2025. Its assessment considered our actual prior-year financial results, each executive officer’s performance or expected contributions, as applicable, equity award practices of the companies in our compensation peer group, the competitive market for each executive officer's position as reflected by an analysis of peer group and relevant survey data, 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 MSUs and 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 2026 were granted in August 2025 (except as otherwise noted) as follows.

  71. Long-Term Incentive Compensation

    | Named Executive Officer | MSU Award (target number of shares) (#) | PSU Award (target number of shares) (#) | RSU Award (other than One-time CEO RSU Award) (number of shares) (#) | "One-time" CEO RSU Award (number of shares)(1) (#) | Aggregate Grant Date Fair Value ($) | | Mr. Patel(1) | 52,386 | 52,386 | 52,386 | 78,579 | 17,790,286 | | Mr. Rizvi | 13,607 | 13,607 | 27,214 | — | 4,101,896 | | Ms. Bodensteiner | 11,594 | 11,594 | 23,188 | — | 3,495,069 | | Mr. Ganesan | 12,302 | 12,302 | 24,604 | — | 3,708,499 | | Mr. Gupta | 12,861 | 12,861 | 25,723 | — | 3,877,077 |

  72. Long-Term Incentive Compensation

    1.On July 17, 2025, Mr. Patel received an annual MSU, PSU and RSU award, plus a "one-time" make-whole RSU award provided under his employment offer letter to replace unvested equity awards forfeited when he left Qualcomm to join Synaptics. The make-whole award is excluded from annual CEO TTDC and the annual LTI mix.

  73. MSU AWARDS

    Following the end of each applicable performance period, the number of MSUs earned is determined based on the Company's relative TSR performance. Shares earned vest and are delivered on the applicable vesting date, subject to the award agreement and continued employment through the applicable vesting date. In Fiscal 2026, certain of our NEOs received the following payouts in connection with their previously granted MSU awards:

  74. MSU AWARDS

    | MSU Grant | Tranche Ending Fiscal 2026 | TSR (Synaptics Percentile) | Payout (Percentage of Target) | | Fiscal 2024 | Third Performance Period | 52nd | 115.66%(1) | | Fiscal 2025 | Second Performance Period | 55th | 118.56% | | Fiscal 2026 | First Performance Period | In Process | In Process |

  75. 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 2026 “non-GAAP EPS (diluted)” was calculated as GAAP EPS, excluding share-based compensation, acquisition and transaction/integration-related costs, intangible asset impairment charges, restructuring costs, 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.

  76. PSU AWARDS

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  77. PSU AWARDS

    The potential payout ranges from 0% to 200% of the target number of shares subject to the PSU awards and is determined on a linear basis between threshold and maximum performance levels. In no event will the maximum payout exceed 200% of the target number of shares. PSUs are earned based on performance during a one-year period for the fiscal year. Any shares earned are then subject to additional time-based vesting, delivered in three equal annual installments following the date the Compensation Committee certifies the actual performance level achieved, subject to the NEO’s continued employment with us at the time of delivery. Our Compensation Committee set the non-GAAP diluted EPS target at $3.75 for the Fiscal 2026 PSU awards. 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 Compensation 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 Compensation Committee viewed the Fiscal 2026 non-GAAP EPS (diluted) target as realistic but difficult to achieve at the time that it was set. Our actual non-GAAP EPS (diluted) for Fiscal 2026 was $4.58, which resulted in a payout percentage of 163.36% as set forth below.

  78. 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) | $2.44 | $3.75 | $5.06 | $4.58 | 163.36% |

  79. PSU AWARDS

    | Named Executive Officer | PSU Award (target number of shares) | PSU Award (earned number of shares) | | Mr. Patel | 52,386 | 85,578 | | Mr. Rizvi | 13,607 | 22,228 | | Ms. Bodensteiner | 11,594 | 18,940 | | Mr. Ganesan | 12,302 | 20,097 | | Mr. Gupta | 12,861 | 21,010 |

  80. PSU AWARDS

    Following the end of Fiscal 2026 PSU performance period, the Compensation Committee certified the achievement level and the resulting number of PSUs earned. Following that certification, one-third of the earned shares vested and were delivered to each NEO (28,526 shares in the case of our CEO, 7,409 shares in the case of Mr. Rizvi, 6,313 shares in the case of Ms. Bodensteiner, 6,699 shares in the case of Mr. Ganesan, and 7,003 shares in the case of Mr. Gupta). The remaining earned shares are subject to quarterly vesting thereafter until fully vested on the third anniversary of the grant date, subject to continued employment.

  81. ANNUAL RSU AWARDS

    ANNUAL RSU AWARDS Each RSU award 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. For Fiscal 2026, the supplemental one-time make-whole RSU award granted to our CEO at hire vests on a separate schedule intended to replace equity Mr. Patel forfeited upon leaving his prior employer: $1.25 million in value vested on December 17, 2025, $1.25 million in value vested on July 17, 2026, and the remaining $2.5 million in value vests in quarterly installments through June 2028, in each case subject to his continued employment through the applicable vesting date.

  82. ANNUAL RSU AWARDS

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  83. 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 2026, none of our NEOs received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual, with the exception of one-time reimbursement of relocation expenses for Mr. Gupta as reported below under "Summary Compensation Table - Fiscal Years 2024, 2025, and 2026." Severance and Change in Control Agreements We have entered into severance and change in control agreements with each of the NEOs (the "Executive Severance Agreements"). which we believe 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 Section 4999 of the Internal Revenue Code, as amended (the "Code"). The Executive Severance Agreements are not employment contracts and do not specify an employment term, compensation level or other employment terms. 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 general release of specified claims in favor of the Company. 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 2026 year end, is below under “Potential Payments upon Termination or Change in Control."

  84. Outstanding Equity Awards

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

  85. Outstanding Equity Awards

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  86. Outstanding Equity Awards

    Other Compensation Policies

  87. 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. 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 2026, 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 will not time the grants in connection with the release of material nonpublic information or during trading “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.

  88. 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 | 2026 | 800,000 | — | 17,790,286 | 1,150,000 | 14,890 | 19,755,176 | | | 2025 | 66,667 | 1,850,000 | — | — | 226 | 1,916,893 | | Ken Rizvi(9) Former Senior Vice President and Chief Financial Officer and Former Interim CEO | 2026 | 510,909 | — | 4,101,896 | 480,885 | 9,023 | 5,102,713 | | | 2025 | 571,439 | — | 8,873,782 | 709,741 | 8,148 | 10,163,110 | | Lisa Bodensteiner(10) Senior Vice President, Chief Legal Officer and Secretary | 2026 | 445,000 | — | 3,495,069 | 383,813 | 18,868 | 4,342,750 | | | 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, Edge Interface & Sensing and Chief Strategy Officer | 2026 | 450,000 | — | 3,708,499 | 376,312 | 10,735 | 4,545,546 | | | 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 | | Vikram Gupta Senior Vice President and General Manager, Edge Compute & Connectivity and Chief Product Officer | 2026 | 470,000 | — | 3,877,077 | 378,938 | 30,188 | 4,756,203 | | | 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 |

  89. Severance Payments and Benefits (Change in Control)

    | RECONCILIATION OF SUMMARY COMPENSATION TABLE TOTAL COMPENSATION FOR CEO TO COMPENSATION ACTUALLY PAID | | | | | | | | | | | | | | Equity Award Adjustments | | | | | | | | | | Deduct: | Add: | Add/(Deduct): | Add/(Deduct): | Add: | 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 ($) | Fair Value of Awards Granted and Vested During the Fiscal Year ($) | Fair Value of Awards Granted in Prior Fiscal Years and Forfeited During the Year ($) | Total Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2026 | 19,755,176 | (17,790,286) | 35,189,541 | — | — | 1,450,587 | — | 36,640,128 | 38,605,018 | | 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 |

  90. Severance Payments and Benefits (Change in Control)

    | 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 ($) | | 2026 | 4,686,803 | (3,795,635) | 8,267,817 | 3,202,502 | 615,599 | — | (355,853) | 11,730,065 | 12,621,233 | | 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 |