Ken Rizvi
SYNAPTICSAbout Ken Rizvi
Ken Rizvi is Synaptics’ Senior Vice President and Chief Financial Officer (CFO) who joined on July 15, 2024 and also served as Interim CEO from February 3, 2025 until June 2, 2025 . He was 49 at appointment, holds an Executive MBA from Arizona State University’s W.P. Carey School of Business and a BA in Economics from Yale University . Fiscal 2025 corporate performance exceeded targets with revenue of $1,074.3 million, non-GAAP gross margin of 53.6%, and non-GAAP operating profit of $177.6 million, driving a corporate cash bonus payout of 121.2% for eligible executives; Ken’s long-term incentives are tethered to multi-year relative TSR (MSUs) and non-GAAP EPS (PSUs), aligning realized pay with stockholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synaptics Incorporated | SVP & CFO; Interim CEO | CFO effective Jul 15, 2024; Interim CEO Feb 3–Jun 2, 2025 | Led global finance; responsible for accounting, corporate development, investor relations; ensured leadership continuity during CEO transition |
| SMART Global Holdings (SGH) | SVP & CFO | Feb 2021–Feb 2024 (prior to SYNA) | Principal financial and accounting officer; signed multiple SEC filings; led global finance and IR |
| UTAC Holdings Ltd. | SVP & CFO | Jun 2018–Feb 2021 | CFO of global semiconductor assembly/test provider |
| Isola Group | SVP & CFO | Aug 2016–Jun 2018 | CFO of materials science company |
| Micron Technology | VP Finance & Treasurer | Jan 2013–Jul 2016 | Senior finance leadership in global semiconductor manufacturing |
| ON Semiconductor | Senior leadership roles | Not disclosed | Senior finance/leadership roles in semiconductors |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Technology Crossover Ventures | Associate | Not disclosed | Private equity/venture capital experience |
| Morgan Stanley | Investment Banker | Not disclosed | Capital markets and advisory background |
Fixed Compensation
| Component | Period/Context | Amount | Notes |
|---|---|---|---|
| Base Salary | CFO role (Offer letter) | $490,000 | At-will employment; eligible for annual bonus |
| Target Bonus % | CFO role (FY25) | 75% | Prorated for FY25; paid based on corporate performance |
| Actual Bonus Paid | CFO role (FY25 portion) | $248,402 | Based on corporate payout of 121.2%; target opportunity $204,952 (prorated) |
| Interim CEO Increment | Interim CEO service | +$240,000 per annum (pro‑rated) | $20,000/month over CFO base |
| Target Bonus Increase | Interim CEO service | +55% over CFO target (pro‑rated) | Interim CEO target 130% of base |
| Actual Bonus Paid | Interim CEO portion (FY25) | $461,339 | Interim CEO base shown $730,000, target $380,643 (prorated) |
Performance Compensation
Annual Cash Bonus – Corporate Metrics (FY25)
| Metric | Weight | Target | Actual | Achievement Level | Corporate Payout |
|---|---|---|---|---|---|
| Revenue ($mm) | 33.33% | $1,015 | $1,074.3 | 146.0% | |
| Non-GAAP Gross Margin (%) | 33.33% | 53.1% | 53.6% | 114.0% | |
| Non-GAAP Operating Profit ($mm) | 33.33% | $160 | $177.6 | 118.0% | |
| Aggregate Weighted Achievement | — | — | — | 126.2% | |
| Corporate Cash Bonus Payment % | — | — | — | — | 121.2% |
Long-Term Equity Awards – Ken Rizvi (FY25)
| Award Type | Grant Date | Target Shares (#) | Grant Date Fair Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|
| RSUs (annual) | Aug 17, 2024 | 24,030 | Included in aggregate | Time-based; aligns to service | 1/3 on first anniversary; then 1/12 quarterly to 3 years |
| PSUs (annual) | Aug 17, 2024 | 24,030 | Included in aggregate | Non-GAAP diluted EPS (FY25) | Earned shares vest over 3 years: 1/3 at 1-year; then 8 quarterly installments |
| MSUs (annual) | Aug 17, 2024 | 24,030 | Included in aggregate | Relative TSR | 1/3 at Aug 17, 2025; then annually to Aug 17, 2027 |
| Retention RSUs | Apr 17, 2025 | 21,854 | Included in aggregate | N/A (time-based) | Vests in four equal installments (retention due to CEO transition) |
| Interim CEO RSUs | May 22, 2025 | 21,157 | Included in aggregate | N/A (time-based) | Vests in four equal installments |
| Aggregate Grant Date Fair Value (FY25 awards) | Various | — | $8,873,782 | — | — |
Equity Ownership & Alignment
| Item | As of/Terms | Value |
|---|---|---|
| Beneficial Ownership (shares) | Aug 29, 2025 | 14,687 shares; less than 1% of outstanding |
| Shares Outstanding (base for % calc) | Aug 29, 2025 | 39,050,213 |
| Outstanding Unvested Awards (Ken Rizvi) | As of Jun 28, 2025 | 48,060 (stock awards), 24,030 (stock awards), 24,030 (unearned equity incentives), 21,854 (retention RSUs), 21,157 (interim CEO RSUs); with respective market/payout values $3,113,327; $1,556,663; $1,556,663; $1,415,702; $1,370,550 |
| Executive Stock Ownership Guidelines | Requirement | CEO: 6x salary; Other executive officers (incl. CFO): 2x salary; measured at FY-end using 90-day avg stock price; counts outright shares and unvested RSUs (not PSUs/MSUs/options) |
| Ownership Compliance Status | As of Jun 28, 2025 | All participants met requirements or were within five-year grace period |
| Anti-Hedging / Anti-Pledging | Policy | Company maintains anti-hedging and anti-pledging policies |
| Equity Plan Option Grants | FY25 | No stock options granted in FY25 |
| Tax Withholding Method | Equity awards | “Withhold to cover” reduces open-market selling and dilution |
Employment Terms
| Provision | No CIC Termination | CIC + Qualifying Termination (Double Trigger) |
|---|---|---|
| Cash Severance – Salary Component | $699,583 | $1,049,375 |
| Cash Severance – Target Bonus Component | $524,688 (100% of target; prorated) | $787,031 (150% of target; prorated) |
| Health Insurance (COBRA) | $33,613 (12 months for non-CEO) | $50,419 (18 months) |
| Equity Acceleration | $2,986,099 (12 months of time-based RSUs; PSUs/MSUs not accelerated) | $9,012,906 (full acceleration of RSUs and PSUs; PSUs at target if performance period incomplete; MSUs per plan; acceleration if awards not assumed) |
| Total | $4,243,983 | $10,899,731 |
- Employment status: At‑will under offer letter effective July 15, 2024; interim CEO offer letter effective March 10, 2025 through appointment of new CEO .
- Change-in-control treatment: Double trigger; RSUs and PSUs accelerate; MSUs follow TSR pro‑rata and full vest if not continued/assumed or upon qualifying termination; no excise tax gross‑ups; 280G best‑net cutback .
- Clawback policy: Compensation recovery policy in place .
- Retention RSU treatment: Immediate vesting upon covered termination during CIC period or if awards not assumed; CEO succession provision accelerates unvested retention RSUs upon covered termination before vesting ends .
Investment Implications
- Strong pay-for-performance linkage: FY25 annual bonus tied to revenue, non-GAAP gross margin, and non-GAAP operating profit delivered above-target outcomes (121.2% payout), while LTI emphasizes three-year relative TSR and non-GAAP EPS—supporting alignment of realized pay with shareholder returns and profitability .
- Retention and transitional incentives: Significant RSU awards in April/May 2025 (retention and interim CEO grants) stabilize leadership through the CEO transition; vesting over multiple tranches may reduce short-term selling pressure given “withhold to cover” tax practices and anti-pledging policy .
- Change-in-control economics: Double-trigger protection and full acceleration of RSUs/PSUs (PSUs at target) create meaningful CIC value ($10.9M), which is standard but material; absence of tax gross-ups and 280G cutback mitigates shareholder-unfriendly optics .
- Ownership alignment: Beneficial ownership is modest (14,687 shares) but company guidelines require 2x salary for executive officers and count unvested RSUs; as of FY25 year-end all participants met or were within grace periods, supporting governance alignment .
- Execution risk: Interim CEO tenure and dual-role period underscore operational resilience; continued delivery against EPS/TSR LTI metrics will be key for compensation realizability and insider disposition behavior as multi-year awards vest .