Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
Effective July 27, 2021, the Board of Directors (the "Board") of Synaptics
Incorporated (the "Company") appointed Patricia Kummrow 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.
Ms. Kummrow has served as the Vice President, Network and Edge Group, and
General Manager, Ethernet Division, at Intel Corporation since March 2017. She
served as the Vice President, Platform Engineering Group, at Intel from January
2016 to March 2017, and in other senior engineering leadership roles at Intel
from 2005 to 2016. Earlier in her career, Ms. Kummrow served in engineering and
engineering management roles at Hewlett-Packard. 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. 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.
Ms. Kummrow 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 2021:
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. Kummrow 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. Kummrow and any other person pursuant to which
Ms. Kummrow was selected as a director of the Company.
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