Jeffrey Buchanan
SYNAPTICSAbout Jeffrey D. Buchanan
Independent director of Synaptics (SYNA) since 2005, age 70. Former EVP, CFO & Treasurer of Smith & Wesson Brands (2011–2020), with earlier roles across investment banking, law, and public-company finance; holds a BS in Accounting (Arizona State), JD (University of Arizona), and LL.M. in Tax (University of Florida) . The Board affirms his independence, and he is designated the Audit Committee Chair and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith & Wesson Brands, Inc. | EVP, CFO & Treasurer | Jan 2011 – Aug 2020 | Senior finance leadership |
| Smith & Wesson Brands, Inc. | Chief Administrative Officer | May 2015 – Aug 2020 | Senior admin leadership |
| Smith & Wesson Brands, Inc. | Secretary | Jan 2011 – Apr 2012 | Corporate secretary |
| Smith & Wesson Brands, Inc. | Director; Audit Committee Chair | Nov 2004 – Dec 2010 | Chaired Audit Committee |
| Ballard Spahr LLP | Of Counsel | May 2010 – Dec 2010 | Legal counsel |
| CKS Securities, LLC | Senior Managing Director | Aug 2009 – May 2010 | Investment banking |
| Alare Capital Securities, L.L.C. | Senior Managing Director | Nov 2006 – Jul 2009 | Investment banking |
| Echo Advisors, Inc. | Principal | 2005 – 2006 | M&A/strategy consulting |
| Three-Five Systems, Inc. | EVP, CFO & Treasurer | May 1996 – Feb 2005 | Public-company finance |
| O’Connor, Cavanagh… | Business Attorney | 1986 – 1996 | Corporate law |
| Davis Wright Tremaine LLP | Attorney | 1984 – 1986 | Corporate law |
| Deloitte & Touche LLP | Senior Staff | 1982 – 1984 | Audit/accounting |
External Roles
| Type | Organization/Role | Tenure | Committees/Impact |
|---|---|---|---|
| Current public company boards | None (N/A) | — | — |
| Current occupation | Independent consultant (technology industry) | 2020 – Present | — |
Board Governance
- Committee assignments: Audit Committee Chair; designated “audit committee financial expert.” The committee held 4 meetings in FY2025 and oversees financial reporting, auditor independence, related-party approvals, and cybersecurity risk (discussed at least semi-annually) .
- Independence and engagement: Board confirms Buchanan’s independence under Nasdaq/SEC standards; all Audit Committee members are independent and financially literate .
- Attendance: Board met nine times in FY2025; each director attended at least 75% of Board and applicable committee meetings .
- Note on committee rosters: The biography lists “Audit (Chair), and N&CG” for Buchanan, while the roster snapshot shows Audit (Chair) only; committee composition may have shifted intra-year .
Fixed Compensation
| Component | FY2025 Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $75,000 |
| Chair of the Board retainer | $80,000 (not applicable to Buchanan) |
| Audit Committee – Chair / Member | $30,000 / $10,000 |
| Compensation Committee – Chair / Member | $20,000 / $10,000 |
| N&CG Committee – Chair / Member | $15,000 / $5,000 |
| Annual director RSU grant (approximate grant value) | ~$210,000; vests quarterly over 1 year |
Director Compensation (History – Buchanan)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $90,000 | $100,000 | $107,500 |
| Stock Awards ($) | $194,598 | $186,892 | $201,110 |
| Total ($) | $284,598 | $286,892 | $308,610 |
Performance Compensation
| Award Type | Performance Metric(s) | Vesting | Notes |
|---|---|---|---|
| Annual RSU (director) | None disclosed for directors | Four quarterly installments through 1st anniversary of grant | Approximate annual grant value ~$210,000; directors may elect to take cash retainer in vested shares |
Annual RSU Grants and Unvested Balance (Buchanan)
| Item | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Annual RSU grant (shares) | 2,161 (granted 11/1/2022) | 2,328 (granted 11/1/2023) | 2,864 (granted 11/1/2024) |
| Unvested RSUs at fiscal year-end (count) | 1,080 (as of 6/24/2023) | 1,164 (as of 6/29/2024) | 1,432 (as of 6/28/2025) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None (N/A) |
| Prior public company board | Smith & Wesson Brands, Inc. – Director; Audit Committee Chair (Nov 2004 – Dec 2010) |
| Interlocks/conflicts disclosed | None in FY2025 related-party section; Audit Committee reviews any such matters |
Expertise & Qualifications
- Financial expert and Audit Chair; background includes CFO/treasurer roles, investment banking, auditing, and corporate law; degrees in accounting, law, and tax .
- Skills matrix flags Financial Expertise, Capital Markets, M&A, and Semiconductor Industry among his competencies .
Equity Ownership
| Metric | As-Of | Value |
|---|---|---|
| Beneficial ownership (shares) | Aug 29, 2025 | 17,323 shares; <1.0% of outstanding |
| Unvested RSUs (director) | Jun 28, 2025 | 1,432 |
| Stock options | — | None outstanding for directors |
| Ownership guidelines | — | Directors: 5x annual retainer within 5 years; all non-employee directors compliant or within window as of 6/28/2025 |
| Hedging/pledging | — | Prohibited under Insider Trading Policy |
| Clawback | — | Compensation recovery policy in place |
Recent Insider Transactions (Form 4)
| Transaction Date | Form | Type | Shares | Price | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-11-03 | 4 | A – Award | 3,036 | $0.00 | 21,657 | https://www.sec.gov/Archives/edgar/data/817720/000124755525000005/0001247555-25-000005-index.htm |
| 2024-11-01 | 4 | A – Award | 2,864 | $0.00 | 18,621 | https://www.sec.gov/Archives/edgar/data/817720/000095017024120757/0000950170-24-120757-index.htm |
Governance Assessment
- Strengths: Long-tenured Audit Chair with deep finance, audit, legal, and capital markets experience; designated audit committee financial expert; committee oversees cybersecurity semi-annually; strong governance framework (anti-hedging/pledging, clawback, double-trigger CIC, director pay cap) .
- Alignment: Director equity grants are consistent, time-based RSUs; stock ownership guidelines at 5x retainer with confirmed compliance as of FY2025; no options outstanding, and hedging/pledging prohibited—reduces misalignment risk .
- Engagement: Board met nine times in FY2025; directors met attendance expectations (≥75%); Audit Committee met four times; Audit Chair signed the Audit Committee report, reflecting active oversight of financial reporting and auditor independence .
- Conflicts/Related Parties: No related-party transactions over $120,000 in FY2025; Audit Committee pre-approves auditor services and related-party matters, limiting conflict risk .
- Watch items: Very long board tenure (since 2005) can raise independence perception questions at some investors; minor inconsistency in proxy between biography (lists N&CG) vs roster snapshot (Audit only) should be monitored for final committee designations post-annual meeting .
Committee and Meeting Snapshot (FY2025)
| Body | Meetings Held |
|---|---|
| Board of Directors | 9 |
| Audit Committee | 4 |
Director Compensation Program (FY2025) – Summary
| Element | Detail |
|---|---|
| Cash | $75,000 annual retainer; committee chair/member fees as listed above |
| Equity | Annual RSU (~$210,000 value), vests quarterly over 1 year |
| Limits | Director annual total comp capped at $750,000 (cash + equity, grant-date fair value) |