DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:


☐	Preliminary Proxy Statement	☐	Confidential, for Use of the Commission
☒	Definitive Proxy Statement		Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

SYNAPTICS INCORPORATED

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules

14a-6(i)(1)

and

0-11

LOGO

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS


Date and Time:	Tuesday, October 29, 2024, at 9:00 a.m. local (Pacific) time

Place:	Live interactive webcast on the Internet at www.virtualshareholdermeeting.com/syna2024. You will not be able to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) in person.

Items of Business:	1.	Elect the three nominees named in the attached Proxy Statement to the Board of Directors, each to serve for a one-year term expiring in 2025.

	2.	Ratify the appointment of KPMG LLP as our independent auditor for the year ending June 28, 2025.

	3.	Approve our amended and restated 2019 Equity and Incentive Compensation Plan.

	4.	Approve, on an advisory basis, the compensation of our named executive officers.

Record Date:	The Board of Directors has fixed the close of business on August 30, 2024, as the record date for determining the stockholders entitled to receive notice of and to vote at the Annual Meeting, or any adjournment(s) or postponement(s) thereof.

Proxy Voting:	Your vote is very important to us. Whether or not you plan to participate in the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible to ensure your shares are represented at the Annual Meeting. If you participate in and vote at the Annual Meeting, your proxy or voting instructions will not be used.

By Order of the Board of Directors,

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Notice of Annual Meeting, Proxy Statement and our 2024 Annual Report on Form 10-K are first being made available to stockholders at www.proxyvote.com on or about September 12, 2024. You are encouraged to access and review all of the important information contained in our proxy materials before voting.

LOGO

Michael Hurlston

President and Chief Executive Officer

September 12, 2024: San Jose, California


SYNAPTICS INCORPORATED		PROXY STATEMENT		1

CONTENTS


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS		1
PROXY SUMMARY		4
Stockholder Engagement and Responsiveness		5
Compensation Highlights		6
Board of Directors Snapshot and Board Diversity Matrix		10
Corporate Governance Highlights		11
VOTING INFORMATION		12
Voting Matters and Board Recommendations		12
How to Cast Your Vote		12
PROPOSAL 1 – ELECTION OF DIRECTORS		13
General		13
Board Composition		13
Class 1 Director Nominees		15
Continuing Directors		17
Vote Required		20
Recommendation		20
CORPORATE GOVERNANCE		21
Board Composition and Governance		21
Board Committees		26
Director Selection, Evaluation and Communications		28
DIRECTOR COMPENSATION		30
Cash Compensation		30
Equity Compensation		30
Director Compensation Limits		30
Stock Ownership Guidelines		30
Director Compensation Table — Fiscal 2024		31
PROPOSAL 2 – RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITOR		32
Vote Required		32
Recommendation		32
AUDIT AND NON-AUDIT FEES		33
Audit Committee Pre-Approval Policies		33
Principal Accountant Fees and Services		33
AUDIT COMMITTEE REPORT		34
PROPOSAL 3 – APPROVAL OF THE AMENDED AND RESTATED 2019 EQUITY AND INCENTIVE COMPENSATION PLAN		35
Vote Required		45
Recommendation		45
PROPOSAL 4 – ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		46
Advisory Resolution		46
Vote Required		46
Recommendation		46
COMPENSATION DISCUSSION AND ANALYSIS		47
Executive Summary		47
How We Make Compensation Decisions		52
Governance and Pay Policies and Practices		53
Compensation Philosophy and Objectives		54
Fiscal 2024 Named Executive Officer Compensation		54
Severance and Change of Control Arrangements		60
Other Compensation Policies		60
Tax Considerations		61
COMPENSATION COMMITTEE MATTERS		63
Compensation Committee Report		63
Compensation Committee Interlocks and Insider Participation		63


SYNAPTICS INCORPORATED		PROXY STATEMENT		2


NAMED EXECUTIVE OFFICER COMPENSATION TABLES			64
Summary Compensation Table — Fiscal Years 2022, 2023, and 2024			64
Grants of Plan-Based Awards — Fiscal 2024			67
Description of Plan-Based Awards			68
Outstanding Equity Awards at Fiscal 2024 Year End			69
Option Exercises and Stock Vested — Fiscal 2024			70
Potential Payments Upon Termination or Change of Control			71
Estimated Severance and Change of Control Benefits			72

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Synaptics Incorporated