Independent
Tenure on this board
19.6 yrs
Also a director at
Deckers Outdoor Corp (DECK)Twist Bioscience Corp (TWST)Gct Semiconductor Holding Inc (GCTS)
8 nominees · 4 ballot items.
Stockholders will elect eight directors, ratify KPMG LLP as independent auditor, approve an amended and restated 2019 Equity and Incentive Compensation Plan, and provide an advisory vote on named executive officer compensation.
Elect Nelson C. Chan, Keith B. Geeslin, Susan J. Hardman, Patricia Kummrow, Vivie Lee, Venkatesh Nathamuni, Rahul Patel, and James L. Whims, each for a one-year term expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of KPMG LLP as Synaptics’ independent auditor for the fiscal year ending June 26, 2027.
Approve an amended and restated equity plan that increases the share reserve by 1,000,000 shares, subject to the plan’s existing governance safeguards and limits.
Proposal 3 asks stockholders to approve an amended and restated version of Synaptics’ 2019 Equity and Incentive Compensation Plan. The principal change is a 1,000,000-share increase to the plan reserve, which management says is intended to support equity grants for approximately one year if Synaptics remains independent. The company specifically identifies potential annual employee refresher grants in August 2027 as the principal anticipated use, while stating that the shares may not be needed if the pending merger with ON Semiconductor closes before then. Management argues that equity awards are essential to attract, motivate, and retain semiconductor-industry talent, particularly in the competitive Bay Area labor market. The company emphasizes that the request is smaller than prior years’ requests and is increasingly targeted at critical roles and high performers. Management also presents dilution and usage data, including reported overhang of 14.4%, adjusted overhang of 13.9%, and a Fiscal 2026 reported burn rate of 5.20%. The proposal retains safeguards including no evergreen provision, minimum one-year vesting subject to a limited carve-out, no liberal share recycling, no repricing without stockholder approval, clawback provisions, and a $750,000 annual non-employee director compensation cap. The pending merger is important context because the requested reserve is framed as contingency planning for continued standalone operation rather than a multi-year authorization. The Board unanimously recommends a vote FOR, asserting that approval will preserve compensation flexibility, support talent retention, and align employees with long-term stockholder value.
Approve, on a non-binding advisory basis, the compensation paid to Synaptics’ named executive officers as disclosed in the proxy statement.
Proposal 4 asks stockholders to approve, on an advisory and non-binding basis, the compensation paid to Synaptics’ named executive officers. The vote covers the overall compensation program and disclosures rather than any single executive or compensation element. Management highlights that the program combines base salary, annual performance-based cash bonuses, and long-term equity awards. Annual incentives are tied to revenue, non-GAAP gross margin, and non-GAAP operating profit, while long-term awards include RSUs, PSUs tied to non-GAAP EPS, and MSUs tied to relative total shareholder return. Fiscal 2026 results produced above-target annual bonus outcomes, including 115% of target for the CEO and an average of 116.2% for non-CEO NEOs. The company also emphasizes that most target total direct compensation was at risk and that performance-based equity represented a substantial portion of executive equity opportunity. Governance features include stock ownership guidelines, holding requirements, clawback provisions, capped incentive payouts, no guaranteed bonuses, and double-trigger change-in-control protections. The company states that it engaged stockholders after the prior annual meeting and incorporated feedback into CEO pay levels, MSU design, and the equity mix. The vote is advisory and does not bind the Board or Compensation Committee, but management says both will consider the result in future compensation decisions. The Board unanimously recommends a vote FOR, concluding that the program appropriately links pay to performance, retention, and long-term stockholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERIPRISE FINANCIAL INC | 18.32% | 7,163,669 | $890M |
| 2 | BlackRock, Inc. | 8.10% | 3,169,016 | $394M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.69% | 2,617,281 | $325M |
| 4 | STATE STREET CORP | 5.41% | 2,114,506 | $263M |
| 5 | FMR LLC | 4.51% | 1,763,318 | $219M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.30% | 1,679,684 | $209M |
| 7 | Orbis Allan Gray Ltd | 3.63% | 1,420,111 | $176M |
| 8 | BlackRock, Inc. | 3.30% | 1,291,447 | $160M |
| 9 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 3.17% | 1,239,622 | $154M |
| 10 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2.75% | 1,075,878 | $134M |
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