Nelson Chan
SYNAPTICSAbout Nelson Chan
Nelson C. Chan (age 64) has served on Synaptics’ Board since February 2007, became independent Chair in October 2018, and was appointed interim Executive Chair during the CEO transition from February 3 to December 2, 2025 (after which the Board will reassess his committee placements and independence status per disclosure) . He previously was CEO of Magellan (Dec 2006–Aug 2008) and held senior leadership roles at SanDisk (1992–2006); earlier roles included Chips and Technologies, Signetics, and Delco Electronics; he holds a B.S. in Electrical and Computer Engineering (UC Santa Barbara) and an MBA (Santa Clara University) . Current external public boards include Deckers Outdoor (Board; Audit; Nominating & Governance), Twist Bioscience (Board; Audit; Nominating & Governance), and GCT Semiconductors (Board; Nominating & Corporate Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magellan Corporation | Chief Executive Officer | Dec 2006 – Aug 2008 | Led navigation/GPS company as CEO |
| SanDisk Corporation | EVP & GM, Consumer Business; prior senior roles | 1992 – 2006 | Senior leadership across consumer flash memory business |
| Chips and Technologies; Signetics; Delco Electronics | Marketing/Engineering roles | 1983 – 1992 | Early-career engineering/marketing experience |
External Roles
| Company | Exchange | Role | Committees |
|---|---|---|---|
| Deckers Outdoor Corporation | NYSE | Director | Audit; Nominating & Governance |
| Twist Bioscience | NASDAQ | Director | Audit; Nominating & Governance |
| GCT Semiconductors | NYSE | Director | Nominating & Corporate Governance |
| Various private companies | — | Director | Not disclosed |
| Prior: Adesto Technologies (acquired), Socket Mobile, Silicon Laboratories, Affymetrix, Outerwall | NASDAQ (historical) | Director/Chair/Committee roles | Multiple committee leadership roles (audit/comp) |
Board Governance
- Role: Independent Chair of the Board; served as interim Executive Chair during CEO transition (2/3/2025–12/2/2025); stepped down from Audit and N&CG Committees during interim Executive Chair service; Board will reassess independence and committee assignments after 12/2/2025 .
- Independence: Board affirmatively determined Chan is independent under Nasdaq and SEC rules; temporary Executive Chair service does not automatically impair independence under Nasdaq Rule 5605(a)(2) .
- Committee assignments: None during interim period; prior service on Audit and N&CG before stepping down for interim role .
- Attendance and engagement: Board held 9 meetings in FY2025; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting; regular executive sessions of independent directors are led by the independent Chair .
- Board leadership practices include independent chair, majority independent board (7 of 8), no over-boarding, and annual evaluations .
Fixed Compensation (Director)
| Component | Policy/Rate | FY2025 Actual for N. Chan |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Included within “Fees Earned” |
| Chair of the Board Retainer | $80,000 | Included within “Fees Earned” |
| Committee Fees | Audit Chair $30,000; Audit member $10,000; Comp Chair $20,000; Comp member $10,000; N&CG Chair $15,000; N&CG member $5,000 | None during interim Executive Chair period (stepped down) |
| Interim Executive Chair Incremental Cash | $40,000 per month (pro‑rated; Feb–Dec 2025) | Included; letter agreement dated Mar 10, 2025 |
| FY2025 Fees Earned (Cash) | — | $363,750 |
| Director Compensation Cap | $750,000 per fiscal year (cash+equity) | Policy only |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Grant Size | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU grant | Nov 1, 2024 | 2,864 RSUs (each non-employee director) | $201,110 (per director) | In four quarterly installments through 1st anniversary |
| FY2025 Stock Awards (Total for Chan) | FY2025 | — | $201,110 | As above |
Notes: Non-employee directors may elect to receive annual cash retainer in cash or vested shares; annual RSU grant value targeted ~ $210,000; no options outstanding for directors; unvested RSUs outstanding for Chan: 1,432 at 6/28/2025 .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Deckers Outdoor (Audit; N&G), Twist Bioscience (Audit; N&G), GCT Semiconductors (N&CG) |
| Prior public boards | Adesto (Chair/Comp/Audit/N&CG), Socket Mobile (Chair Comp; N&CG), Silicon Labs (Director), Affymetrix (Audit Chair; Comp), Outerwall (Chair) |
| Interlocks or related parties | Company discloses no related-party transactions >$120,000 involving directors/officers in FY2025; Audit Committee reviews/approves such transactions per charter |
Expertise & Qualifications
- Semiconductor industry and global sales/business; capital markets; financial expertise; M&A; corporate governance; environmental/sustainability; supply chain management (per Board skills matrix) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Nelson C. Chan | 41,385 | <1% | As of Aug 29, 2025 |
| Unvested director RSUs | 1,432 | — | As of Jun 28, 2025 |
| Director ownership guideline | 5x annual retainer (within 5 years) | — | All non-employee directors met or within window at 6/28/2025 |
| Hedging/pledging policy | Prohibited for directors | — | Insider Trading Policy bars hedging, margining, pledging |
Governance Assessment
-
Strengths
- Long-tenured independent chair with deep semiconductor/operator experience and multi-board audit/N&CG expertise; independence affirmed by Board; robust engagement (executive sessions led by Chair) .
- Transparent director pay with clear retainer/committee fee schedule; equity grants are time-based RSUs with modest annual value; director ownership guidelines at 5x retainer; no hedging/pledging .
- No related-party transactions disclosed; Board-wide attendance ≥75% in FY2025; majority-independent board and committees .
-
Watch items
- Interim Executive Chair role resulted in incremental monthly cash ($40,000), and Chan temporarily stepped down from Audit and N&CG; Board will formally reassess independence at the end of the interim period (Dec 2, 2025), though Nasdaq rules state temporary service does not automatically impair independence .
- Over-boarding policy exists, but Chan’s multiple external boards should continue to be monitored against time-commitment standards and evolving company needs (policy: up to 4 other public boards unless approved) .
-
Investor confidence implications
- Alignment: Meaningful personal holdings, RSU-based director equity, and 5x retainer ownership guideline support “skin-in-the-game” alignment; no pledging allowed .
- Independence/oversight: Strong governance framework and explicit audit/N&CG step-down during interim executive service mitigates conflict risk; formal reassessment planned maintains transparency .
Director Compensation (FY2025)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $363,750 |
| Stock Awards (Grant-date fair value) | $201,110 |
| Total | $564,860 |
Related Party Transactions and Conflicts
- Company states there were no related-party transactions >$120,000 in FY2025 involving directors, including Nelson Chan; Audit Committee must review/approve such transactions by charter .
- Insider Trading Policy prohibits derivatives trading, hedging, margining, and pledging by directors .
Independence, Attendance, and Engagement
- Independence: Affirmatively determined independent; temporary Executive Chair role does not automatically impair independence; formal reassessment after Dec 2, 2025 .
- Attendance: Each director attended ≥75% of Board and respective committee meetings in FY2025; all attended 2024 annual meeting .
- Executive sessions: Independent directors meet regularly; sessions are led by the independent Chair .