Rahul Patel
SYNAPTICSAbout Rahul Patel
Rahul Patel is President, Chief Executive Officer, and Director of Synaptics, appointed effective June 2, 2025, and age 56 as of FY2025 . He brings 30+ years in semiconductors with senior roles at Qualcomm (SVP/GM Connectivity, Broadband & Networking) and Broadcom (SVP/GM Wireless Connectivity), plus earlier engineering and leadership positions at HIFN, Samsung Semiconductor, Tritech Microelectronics, and EPSON/S-MOS Systems . His education includes a B.Tech in Electronics & Communications from NIT Warangal, an M.S. in Computer Science & Engineering from Arizona State University, and an MBA in Marketing & Finance from Santa Clara University . Synaptics’ CEO pay is structured with high at‑risk and long‑term equity (e.g., Patel’s FY2026 target compensation ~$9.5M, ~17% below predecessor; 95% at risk; 91% long-term), with performance-vesting equity tied to non-GAAP EPS (PSUs) and three-year TSR (MSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synaptics | President & CEO; Director | CEO since Jun 2, 2025; Director since 2025 | Leads Edge AI, connectivity, and HMI strategy; appointed following CEO transition |
| Qualcomm Technologies Inc. | Group GM, Connectivity, Broadband & Networking; previously SVP & GM | May 2015–Dec 2023 (SVP & GM); Dec 2023–May 2025 (Group GM) | Oversaw multi-billion-dollar wireless networking and connectivity portfolio |
| Broadcom Corporation/Inc. | SVP & GM, Wireless Connectivity Group | 2002–May 2015 | Expanded Wi‑Fi, Bluetooth, GPS leadership across market segments |
| HIFN; Samsung Semiconductor; Tritech Microelectronics; EPSON/S-MOS Systems | Engineering and business leadership roles | Not disclosed | Early career engineering/business roles in semis |
External Roles
| Organization | Role | Years | Committee Roles / Notes |
|---|---|---|---|
| Energous Corporation (NASDAQ: WATT) | Director | Since 2019 | Audit Committee member; Nominating & Corporate Governance Committee member; Compensation Committee Chair |
Fixed Compensation
| Component | Detail | FY Applicability |
|---|---|---|
| Base Salary | $800,000 annual base | FY2025 onward |
| Annual Incentive Target | 125% of base; maximum 200% of target; payable based on company performance and continued employment | Eligible starting FY2026; not entitled to FY2025 bonus |
| Sign‑On Cash Bonus | $1,850,000 lump sum within 30 days of hire; 100% clawback if voluntary resignation within 1 year; 50% clawback if within 2 years | |
| Director Compensation | No additional compensation for Board service | |
| All Other Compensation (FY2025) | Group term life insurance $226 |
Performance Compensation
New-Hire Equity Awards (Grant Date: July 17, 2025)
| Element | Target Value | Structure | Vesting |
|---|---|---|---|
| RSUs | Part of $10M award, equal split among RSU/MSU/PSU | Time-based | Tranches vest equally over 3 years; first tranche on first anniversary of grant; remaining vest in equal quarterly installments thereafter |
| PSUs | Part of $10M award, equal split among RSU/MSU/PSU | Performance-based (non-GAAP EPS) | Earned PSUs vest over 3 years: one-third on Aug 17, 2026; remainder vests in equal quarterly installments thereafter |
| MSUs | Part of $10M award, equal split among RSU/MSU/PSU | Performance-based (3-year TSR) | Cliff vests in year 3 on Aug 17, 2028 |
Supplemental “Make-Whole” RSUs ($5M value; granted July 17, 2025)
| Vesting Date | Amount |
|---|---|
| Dec 17, 2025 | $1,250,000 |
| Jul 17, 2026 | $1,250,000 |
| Oct 17, 2026 | $312,500 |
| Dec 17, 2026 | $312,500 |
| Quarterly vesting throughout CY2027 (4 quarters) and H1 CY2028 (2 quarters) | Remaining 37.5% in six equal quarterly installments |
Annual Incentive Plan (Cash)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Company performance metrics (not disclosed) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Eligible from FY2026; no FY2025 bonus |
Design notes: Company shifted MSUs to longer performance periods and reduced maximum payout caps to 200%, reflecting investor feedback; Patel’s ongoing compensation emphasizes performance-based equity with majority at risk .
Equity Ownership & Alignment
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Rahul Patel | — | * (less than 1%) | As of Aug 29, 2025; new CEO; no FY2025 vesting events |
Policies and guidelines:
- CEO stock ownership guideline: 6x salary; strict prohibitions on hedging, pledging, and derivatives trading; clawback policy for incentive-based compensation .
- Equity usage safeguards include no evergreen, no repricing, minimum 1‑year vesting, double-trigger CIC, and clawback .
Employment Terms
| Term | Non-CIC Covered Termination | CIC Covered Termination |
|---|---|---|
| Eligibility | Terminated without cause or for good reason | Covered termination in connection with Change in Control |
| Cash Severance | 1.5x base salary + 100% of target bonus (CEO) | 2x base salary + 200% of target bonus |
| Health Care | Company-paid COBRA premiums for CEO for 18 months | Same 18 months COBRA |
| Equity Acceleration | If within 24 months of hire: accelerate unvested RSUs and PSUs at target; after 24 months: accelerate RSUs that would vest within 12 months; MSUs do not accelerate | Accelerate all outstanding RSUs and PSUs at target; MSUs vest per award terms |
| Conditions | Standard release; continued compliance | Standard release |
| At‑Will Employment | Yes | |
| Director Role Condition | Must resign as Director to receive severance benefits | |
| Indemnification | Indemnification agreement effective as of start date |
Board Governance
- Director since 2025; not independent due to CEO role; serves on no Board committees at Synaptics .
- Governance structure: all Audit, Compensation, and N&CG committees are composed solely of independent directors, with designated financial expert on Audit Committee .
- Chair role: Nelson Chan served as Executive Chair during CEO transition; Board to reassess independence upon end of interim service; committees remained independent .
- Annual Meeting voting: Patel elected Director with 32,235,117 votes for, 294,043 against, 11,644 abstain; Say‑on‑Pay approved for FY2025 (31,210,212 for; 1,296,967 against; 33,625 abstain) .
Say‑on‑Pay & Shareholder Feedback
- FY2025 Say‑on‑Pay approved (votes as above) .
- Compensation Committee reduced new CEO FY2026 target package to ~$9.5M (~17% below predecessor) with 95% at risk and 91% long‑term equity; MSU design enhanced to single 3‑year period and payout caps reduced to 200% .
Performance & Track Record
- Prior achievements include leading multi-billion-dollar connectivity businesses at Qualcomm and expanding Broadcom’s leadership in Wi‑Fi, Bluetooth, and GPS .
- Strategic focus areas at Synaptics include Edge AI, wireless connectivity, and multimodal sensing; Board cited Patel’s product knowledge and team-building strengths .
Compensation Committee Analysis
- Committee mix and independence maintained; Audit, Compensation, and N&CG fully independent .
- Program governance: clawback, anti‑hedging/pledging, no single‑trigger CIC, no excise tax gross‑ups, no option repricing without shareholder approval .
- Equity usage and overhang managed with share repurchases ($128M in FY2025; new $150M authorization Aug 2025) to mitigate dilution; additional shares requested under the plan equaled ~1.9M (~4.90% of shares outstanding) .
Risk Indicators & Red Flags
- Hedging and pledging prohibited for directors, officers, and employees under the Insider Trading Policy .
- Sign‑on cash bonus subject to clawback if voluntary resignation within 1–2 years, reducing near‑term agency risk .
- Severance structure uses double‑trigger for CIC and requires resignation from the Board to receive benefits, mitigating governance conflicts in a change‑in‑control scenario .
- No excise tax gross‑ups and no single‑trigger CIC benefits reflect shareholder‑friendly design .
Equity Ownership & Alignment Details
| Policy/Metric | Requirement/Status |
|---|---|
| CEO Stock Ownership Guideline | 6x base salary |
| Hedging/Pledging | Prohibited for insiders |
| Clawback | Incentive compensation subject to recovery upon restatement |
| FY2025 Vesting Activity | No stock vested for Patel in FY2025 |
| Beneficial Ownership (Aug 29, 2025) | Rahul Patel: “—” shares; less than 1% of outstanding |
Investment Implications
- Strong pay‑for‑performance alignment: majority of compensation is at risk with long‑term equity tied to non‑GAAP EPS and three‑year TSR; new CEO package reduced vs predecessor, suggesting disciplined compensation and responsiveness to shareholders .
- Near‑term trading/overhang dynamics: front‑loaded supplemental RSU vesting dates (Dec 2025, Jul/Oct/Dec 2026, quarterly through 2027–H1 2028) introduce scheduled supply that could create episodic selling pressure; repurchase authorization helps offset dilution risk .
- Retention and severance economics: double‑trigger CIC (2x salary + 200% bonus target, full RSU/PSU acceleration), non‑CIC protections with RSU/PSU acceleration within 24 months of hire, and sign‑on clawback guardrails reduce attrition risk while balancing shareholder protections .
- Governance quality: CEO is a non‑independent director with no committee roles; independent committees, anti‑hedging/pledging, and clawback reinforce governance; requirement to resign Board seat to receive severance reduces conflict in separation scenarios .