James Whims
SYNAPTICSAbout James L. Whims
James L. Whims (age 70) has served as an independent director of Synaptics since October 2007. He is a partner at Alsop‑Louie Partners (since Feb 2010), and previously held senior roles including EVP at Sony Computer Entertainment of America (led the North American PlayStation launch), EVP at Software Toolworks, and co‑founder/executive at Worlds of Wonder (Teddy Ruxpin, Lazer Tag, U.S. Nintendo launch). He holds a B.S. in Economics & Communications (Northwestern) and an MBA in Finance & Marketing (University of Arizona) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alsop‑Louie Partners | Partner | Feb 2010–present | Venture investing in tech entrepreneurs |
| Techfund Capital I & II; Techfund Capital Europe | Managing Director; MD/Venture Partner | 1996–2007; since 2001 | VC focus on high‑tech enterprises |
| Sony Computer Entertainment of America | Executive Vice President | 1994–1996 | Led North American PlayStation launch; Brandweek/AdWeek marketing executive of the year |
| Software Toolworks | Executive Vice President | 1990–1994 | Senior operating executive |
| Worlds of Wonder | Co‑founder; Executive | 1985–1988 | Launched Teddy Ruxpin, Lazer Tag, and Nintendo U.S. launch |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DigiLens Inc. (private) | Director | Current | Audit Committee; Compensation Committee |
| Kuprion, Inc. (private) | Director | Current | Compensation Committee |
| Phizzle (private) | Director | Current | Compensation Committee |
| THQ, Inc. (public, prior) | Director | Prior | Former public company board service |
| PortalPlayer (public, prior) | Director | Prior | Former public company board service |
| 3DFX (public, prior) | Director | Prior | Former public company board service |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Nominations & Corporate Governance (N&CG) Committee .
- Independence: Board has affirmatively determined Mr. Whims is independent under Nasdaq rules .
- Attendance: Board held nine meetings in Fiscal 2025; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels: Compensation Committee met 6 times in Fiscal 2025; N&CG Committee met 4 times in Fiscal 2025 .
- Executive sessions: Independent directors regularly meet in executive session under an independent Chair .
Fixed Compensation
- Non‑employee director cash program (FY25): $75,000 annual board retainer; Committee chair/member retainers: Audit $30k/$10k, Compensation $20k/$10k, N&CG $15k/$5k; Board Chair $80k (paid to Chair). Retainers may be taken in cash or vested shares; paid quarterly in advance .
- Actual cash received by Mr. Whims:
| Year | Fees Earned in Cash ($) | Notes |
|---|---|---|
| FY2024 | 82,000 | Mix of cash vs stock elected affects cash line |
| FY2025 | 90,000 | Reflects role and committee memberships |
Performance Compensation
- Directors receive time‑based RSUs (no performance metrics) valued at ~$210,000 annually, vesting in four quarterly installments over one year; directors may also elect to receive retainers in stock .
- Most recent grants to Mr. Whims:
| Grant | Grant Date | Vehicle | Shares Granted | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| FY2024 Director RSU | Nov 1, 2023 | RSU | 2,328 | 186,892 | Quarterly over 1 year |
| FY2025 Director RSU | Nov 1, 2024 | RSU | 2,864 | 201,110 | Quarterly over 1 year |
Governance features (plan‑level): Minimum 1‑year vesting (95% of awards), no repricing, no evergreen, double‑trigger CIC framework, clawback policy, and robust stock ownership guidelines for directors .
Other Directorships & Interlocks
- Current public company directorships: None disclosed (Public Company Service: N/A) .
- Compensation Committee interlocks: Company discloses that no Compensation Committee member (including Mr. Whims) had relationships requiring related‑party disclosure; no interlocking relationships with other companies’ compensation committees .
- Related‑party oversight: Audit Committee reviews and approves any related‑party transactions .
Expertise & Qualifications
- Board skills matrix attributes Mr. Whims with competencies aligned to Synaptics’ strategy: Semiconductor industry; IoT/Edge computing; Capital Markets; M&A; Corporate Governance; Global Sales/Business .
- Career credentials include senior operating roles in consumer electronics and gaming, venture/PE investing, and go‑to‑market leadership .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 20,892 shares (as of Aug 29, 2025) |
| Ownership as % of shares outstanding | <1% |
| Unvested RSUs (as of Jun 28, 2025) | 1,432 RSUs |
| Options outstanding | None; company states no stock options outstanding for directors |
| Stock ownership guidelines | Directors: 5x annual retainer within 5 years; all directors in compliance or within window as of Jun 28, 2025 |
| Pledging/hedging | Prohibited by company policy (applies to directors, officers, employees, and household members) |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price ($) | Post‑Txn Ownership | SEC Link |
|---|---|---|---|---|---|---|
| Nov 1, 2023 | Nov 2, 2023 | Award (A) | 2,328 | 0.00 | 19,326 | https://www.sec.gov/Archives/edgar/data/817720/000120919123054234/0001209191-23-054234-index.htm |
| Nov 1, 2024 | Nov 4, 2024 | Award (A) | 2,864 | 0.00 | 22,190 | https://www.sec.gov/Archives/edgar/data/817720/000095017024120846/0000950170-24-120846-index.htm |
| Nov 3, 2025 | Nov 4, 2025 | Award (A) | 3,036 | 0.00 | 25,226 | https://www.sec.gov/Archives/edgar/data/817720/000121681525000005/0001216815-25-000005-index.htm |
Source: Form 4 extracts via insider‑trades skill (A = equity award).
Governance Assessment
-
Strengths
- Long tenure with deep operating and venture experience; independent status; active service on Compensation and N&CG committees .
- Strong director ownership alignment; compliant with 5x retainer guideline; no options outstanding; RSUs vesting quarterly over 1 year .
- Committee cadence robust (CC: 6; N&CG: 4 in FY25) with full Board attendance thresholds met; regular independent executive sessions .
-
Watch items
- Historical Say‑on‑Pay volatility: 54% approval in 2023; improved to 96% in 2024 after program changes (lower CEO target pay, MSU cap reduction, longer performance periods) . Continued monitoring of shareholder feedback advisable.
-
Conflicts/related‑party checks
- Board determined directors had no conflicts in FY2025 through filing date; Audit Committee oversees related‑party transactions; no Compensation Committee interlocks disclosed .
Director Compensation (Mr. Whims)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 82,000 | 90,000 |
| Stock Awards ($) | 186,892 | 201,110 |
| Total ($) | 268,892 | 291,110 |
| Annual Director RSU Grant (shares) | 2,328 (granted 11/1/2023) | 2,864 (granted 11/1/2024) |
| Unvested RSUs at FY‑end (shares) | 1,164 (as of 6/29/2024) | 1,432 (as of 6/28/2025) |
Say‑on‑Pay & Shareholder Feedback (Context for Comp Committee Service)
- 2023 Say‑on‑Pay approval: ~54%; Board engaged investors and implemented changes (reduced CEO target pay, MSU cap lowered to 200%, moved CEO MSUs to a single 3‑year performance period) .
- 2024 outcomes: 96% Say‑on‑Pay approval; 81% approval of equity plan; continued emphasis on pay‑for‑performance and investor responsiveness .
Related‑Party Transactions and Policies
- Audit Committee pre‑approves all audit and permitted non‑audit services and oversees related‑party transactions; no director conflicts reported in FY2025 through filing .
- Company policy prohibits hedging, pledging, derivatives, or margining of company stock by directors and insiders .
Summary Implications for Investors
- Mr. Whims brings seasoned operating and investing expertise and remains fully independent with solid engagement metrics and ownership alignment. His service on the Compensation and N&CG committees aligns with Synaptics’ shareholder‑responsive compensation reforms and board refreshment priorities. No conflicts, pledging, or interlocks are disclosed; recent insider activity consists solely of routine director equity awards .