Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
Effective May 22, 2020, the Board of Directors (the "Board") of Synaptics
Incorporated (the "Company") appointed Susan Hardman as an independent Class 3
director of the Company with a term expiring at the next annual meeting of our
stockholders to be held in 2020. The Board has appointed Ms. Hardman as a member
of the Board's Compensation Committee.
Beginning in April 2015, Ms. Hardman retired from her full-time senior executive
role and has acted as an independent consultant in the technology industry. From
2010 to 2015, she was an advisory board member for Santa Clara University's
School of Electrical Engineering. From August 2013 to January 2015, Ms. Hardman
served as senior vice president of the Specialty products group for Intersil
Corporation (subsequently acquired by Renesas), a company that was a leading
global provider of analog semiconductor solutions for the computing, consumer,
industrial and communications markets. From October 2007 to July 2013, she
served as senior vice president of Intersil's Analog and Mixed Signal product
group. Additionally, while employed by Intersil, Ms. Hardman held roles of vice
president and general manager of the Automotive and Specialty products group and
vice president of Corporate Marketing. She joined Intersil from Exar Corporation
(subsequently acquired by MaxLinear Inc.), where she was vice president and
general manager of Exar's Interface products division. Prior to that, she served
as vice president of Corporate Marketing and director of Product Marketing for
Exar. From 1983 to 1999, Ms. Hardman held roles in marketing, product design,
applications, and product testing with VLSI Technology and Motorola. Ms. Hardman
holds a Bachelor of Science degree in Chemical Engineering from Purdue
University and a Masters of Business Administration degree from the University
of Phoenix. We believe that Ms. Hardman's senior management positions with other
semiconductor companies, her extensive knowledge of the semiconductor industry,
her engineering background, and her knowledge and experience in the consumer and
automotive technology sectors, provide the requisite qualifications, skills,
perspectives, and experiences that make her well qualified to serve on our
Board.
Ms. Hardman will participate in the Company's independent director compensation
program. She will receive the following compensation in connection with her
service on the Board, provided that such compensation will be prorated for her
service through October 2020:
a. an annual equity grant valued at $175,000 and comprised solely of Deferred
Stock Units vesting quarterly over one year;
b. an annual cash retainer of $60,000; and
c. an annual cash retainer of $7,500 for service on the Compensation
Committee of the Board.
Since the beginning of the Company's last fiscal year through the present, there
have been no transactions with the Company, and there are currently no proposed
transactions with the Company, in which the amount involved exceeds $120,000 and
in which Ms. Hardman had or will have a direct or indirect material interest
within the meaning of Item 404(a) of Regulation S-K. No arrangement or
understanding exists between Ms. Hardman and any other person pursuant to which
Ms. Hardman was selected as a director of the Company.
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