Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
Effective January 10, 2022, the Board of Directors (the "Board") of Synaptics
Incorporated (the "Company") appointed Vivie Lee as an independent Class 2
director of the Company with a term expiring at the annual meeting of our
stockholders to be held in 2022.
Beginning in October 2021, Ms. Lee retired from her full-time senior executive
role and has acted as an independent director and consultant in the technology
industry. Ms. Lee served as Chief Strategy Officer of Anaplan from 2018 until
October 2021, leading performance planning across corporate functions and
incubating strategic internal 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 management leadership
roles at Synopsys and 8x8 (formerly Integrated Information Technology Inc.).
Ms. Lee is a member of the board of Commvault Systems, Inc., a public company
that provides data management software applications and solutions. She holds a
Bachelor of Science degree in Mathematics from Harvard University. We believe
that Ms. Lee's board experience, her 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.
Ms. Lee 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 2022:
a. an annual equity grant valued at $200,000 and comprised solely of
Restricted Stock Units vesting quarterly over one year; and
b. an annual cash retainer of $60,000.
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. Lee 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. Lee and any other person pursuant to which Ms. Lee was
selected as a director of the Company.
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