Lisa Bodensteiner
SYNAPTICSAbout Lisa Bodensteiner
Lisa Bodensteiner is Senior Vice President, Chief Legal Officer and Secretary at Synaptics (since November 2023). She is 63 years old, holds a JD from Santa Clara University School of Law and a BS in Accounting from the University of Nevada, and has served as GC/Chief Compliance Officer at Calpine, SunPower, First Solar/OptiSolar, and CLO/Secretary at Poly (Plantronics) . Corporate performance under her tenure improved in FY2025 vs FY2024: revenue rose from $959.4M to $1,074.3M, non-GAAP operating profit from $128.1M to $177.6M, and PSUs earned at 200% for FY2025 (vs 8.6% for FY2024), supporting pay-for-performance alignment . FY2024 Say-on-Pay support was strong at 96%, indicating shareholder alignment with compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calpine Corporation | EVP, General Counsel, Secretary & Chief Compliance Officer | 1996–2006 | Led legal/compliance at major energy firm; governance and regulatory oversight |
| OptiSolar Inc. | Leadership team (executive role) | 2007–2009 | Helped scale solar startup; strategic leadership during growth phase |
| First Solar, Inc. | Key executive roles | 2009–2012 | Product/operations leadership in solar; compliance and corporate development |
| SunPower Corporation | EVP, General Counsel & Chief Compliance Officer | 2012–2016 | Oversaw global legal/compliance; enabled strategic transactions |
| MDAC, LLC (family-owned real estate) | Principal | 2016–2020 | Asset management and stewardship of private real estate holdings |
| Plantronics, Inc. (“Poly”) | EVP, Chief Legal Officer, Compliance Officer & Corporate Secretary | 2020–2022 | Public-company governance, M&A/legal leadership during industry transition |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Base Salary ($) | $420,000 | $445,000 |
| Target Annual Cash Bonus (%) | 75% | 75% |
| Target Annual Cash Bonus ($) | $315,000 | $333,750 |
| Actual Cash Bonus Paid ($) | $53,531 (pro‑rated) | $404,505 |
| All Other Compensation ($) | $14,229 | $12,235 |
| Total Compensation ($) | $5,726,473 | $4,393,528 |
Performance Compensation
Annual Cash Bonus Framework and Outcomes
| Corporate Performance Metric | Weight | FY 2024 Target | FY 2024 Actual | FY 2024 Achievement | FY 2025 Target | FY 2025 Actual | FY 2025 Achievement |
|---|---|---|---|---|---|---|---|
| Revenue ($MM) | 33.33% | $1,088 | $959.4 | 21.2% | $1,015 | $1,074.3 | 146.0% |
| Non‑GAAP Gross Margin (%) | 33.33% | 55.0% | 53.0% | 32.0% | 53.1% | 53.6% | 114.0% |
| Non‑GAAP Operating Profit ($MM) | 33.33% | $194 | $128.1 | 35.5% | $160 | $177.6 | 118.0% |
| Aggregate Weighted Achievement Score | — | — | — | 29.6% | — | — | 126.2% |
| Corporate Cash Bonus Payment (%) | — | — | — | 29.6% | — | — | 121.2% |
| Ms. Bodensteiner Cash Bonus ($) | — | — | $53,531 | — | — | $404,505 | — |
Notes:
- FY2024 bonus for Ms. Bodensteiner was pro‑rated based on her 11/30/2023 start date .
- FY2025 bonus plan for corporate roles (including Ms. Bodensteiner) paid at corporate percentage only .
Equity Awards Granted (Design and Grant Detail)
| Grant Type | Grant Date | Target/Units | Grant-Date Fair Value ($) | Performance Metric | Vesting Schedule |
|---|---|---|---|---|---|
| RSU (Annual) | 08/17/2024 | 15,927 | $1,216,504 | Time-based | 33% at 1st anniversary; then equal quarterly to 3 years |
| PSU (FY2025) | 08/17/2024 | 7,963 target | $608,214 | Non‑GAAP EPS (diluted), payout 0–200% | Earned at 200% for FY2025; 1/3 on 8/17/2025, then 2 annual tranches to 8/17/2027 |
| MSU (FY2025) | 08/17/2024 | 7,963 target | $943,170 | Relative TSR vs Russell 2000; payout 0–200% | 1‑, 2‑, 3‑year performance tranches; earned shares delivered per tranche; no acceleration outside CIC |
| RSU (Retention) | 04/17/2025 | 15,610 | $765,983 | Time-based (Retention) | 50% on 4/17/2026; remaining 50% in four equal quarterly installments to 4/17/2027 |
| RSU/PSU/MSU (New‑Hire FY2024 package) | 12/17/2023 | RSU 17,409; PSU 26,112 (target); MSU 748 | Values per table | EPS/TSR | RSU 33% on 12/17/2025; remainder quarterly to 12/17/2026; PSUs earned 8.6% for FY2024 |
Design notes:
- FY2025 MSUs reduced max payout to 200% (legacy FY2023 MSUs allowed up to 300%) .
- No acceleration of MSUs/PSUs outside CIC; limited RSU acceleration inside Non‑CIC if vesting within 12 months .
Equity Ownership & Alignment
| Metric | As of FY 2024 (8/21/2024) | As of FY 2025 (8/29/2025) |
|---|---|---|
| Beneficially Owned Shares (#) | 2,074 | 13,697 |
| Shares Outstanding (Company) (#) | 39,920,816 | 39,050,213 |
| Ownership (% of Outstanding) | ~0.005% (computed from cited values) | ~0.035% (computed from cited values) |
Outstanding unvested/equity at FY2025 year-end (6/28/2025):
- Time-based RSUs unvested: 312 (12/17/2023), 8,709 (12/17/2023), 15,927 (08/17/2024), 15,610 (04/17/2025), with market values $20,211; $564,169; $1,031,751; $1,011,216 respectively .
- Performance awards unearned/subject to performance: PSUs 5,802 (12/17/2023) $375,854; MSUs 7,963 (08/17/2024) $515,843, with FY2025 PSU tranche earned at 200% and subject to service delivery schedule .
Alignment safeguards:
- Anti‑hedging and anti‑pledging policies; robust executive stock ownership guidelines; clawback policy in place .
- Director ownership guidelines disclosed (5x annual retainer), executive guidelines referenced but not quantified in proxy .
Employment Terms
| Provision | Non‑CIC Severance (Legacy FY2024) | CIC Severance (Legacy FY2024) | Updated Executive Severance Agreements (Effective 4/17/2025) |
|---|---|---|---|
| Cash (Salary Component) | $210,000 | $630,000 | 1x base salary (other Executives, including Ms. Bodensteiner) |
| Cash (Bonus Component) | $157,500 (target bonus component) | $472,500 (target bonus component) | 100% of target bonus pro‑rated for year of termination (Non‑CIC) |
| Health/Life Continuation | COBRA $16,216 | COBRA $48,649; Life $8,127 | COBRA: 12 months (other Executives) |
| Equity Acceleration | — | $2,388,280 | Non‑CIC: accelerate unvested RSUs scheduled to vest within 12 months; MSUs/PSUs do not accelerate |
| Triggers | Without “good cause” or for “good reason” | Double trigger (termination within 3 months before to 18 months after CIC) | Non‑CIC and CIC frameworks clarified; prior plans superseded |
| Clawback/Other | Clawback policy maintained | Double‑trigger vesting affirmed | Alignment to market practices; retention rationale during CEO transition |
Contract terms:
- Offer letter (11/30/2023): initial base $420,000; target bonus 75%; initial equity RSU $1.7M, PSU $0.85M, MSU $0.85M; participates in executive severance plan .
Compensation Structure Analysis
- Pay mix emphasizes equity (MSUs/PSUs/RSUs) with objective financial metrics; FY2025 TTDC for non‑CEO NEOs averaged ~81% equity, reinforcing long-term alignment .
- FY2025 PSUs earned at 200% on non‑GAAP EPS, reflecting strong year planning/execution; legacy FY2024 PSUs paid at 8.6%, demonstrating variable, performance‑sensitive design .
- Retention RSUs were added in April 2025 amid CEO transition and sector labor competition, signaling targeted retention risk mitigation without relaxing performance conditions on MSUs/PSUs .
- Governance safeguards include no hedging/pledging, no excise tax gross‑ups, double‑trigger only, and clawback; say‑on‑pay support at 96% in 2024 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: 96%; equity plan proposal: 81% .
- Ongoing investor engagement and Compensation Committee responsiveness to feedback (e.g., MSU design changes, CEO TTDC reduction in prior year) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no executive retirement plans; no tax reimbursements on perquisites; no option repricing without shareholder approval .
- Retention awards (RSUs) in April 2025 suggest elevated retention risk during leadership transition; mitigated via two‑year vest with cliff .
Equity Ownership & Vesting Pressure Calendar (Forward View)
- Near-term vesting: Retention RSUs 50% on 4/17/2026; remaining quarterly through 4/17/2027 .
- Annual RSUs from 8/17/2024: quarterly vesting through 8/17/2027; FY2025 PSUs service deliveries on 8/17/2026 and 8/17/2027 after initial 8/17/2025 tranche .
- Legacy 12/17/2023 RSUs: 33% on 12/17/2025; remaining quarterly to 12/17/2026 .
- Note: Attempts to fetch Form 4 transaction history via insider-trades skill failed due to authorization (401). This analysis relies on proxy/10‑K disclosures for ownership and vesting [ReadFile insider-trades SKILL.md; Bash error log].
Expertise & Qualifications
- Deep public-company governance/compliance leadership across energy, solar, and communications hardware (Calpine, SunPower, First Solar/OptiSolar, Poly) .
- Legal and compliance expertise supports risk management, M&A execution, and board governance functions.
Investment Implications
- Strong pay-for-performance alignment: cash bonuses tied to multi-metric corporate results; PSUs/MSUs tied to EPS and relative TSR with capped payouts (200%) and service-vesting, limiting windfalls .
- Retention risk addressed via two‑year RSUs amid CEO transition; expect periodic vest‑related supply from RSU/PSU deliveries in 2026–2027, but hedging/pledging prohibitions reduce misalignment concerns .
- Low personal share ownership (<0.05%) suggests limited direct economic exposure; however, substantial unvested equity and ownership guidelines provide ongoing alignment .
- Change‑of‑control economics are moderate (1x salary + pro‑rated target bonus; double‑trigger equity), minimizing excessive parachute risk while protecting continuity .