Satish Ganesan
SYNAPTICSAbout Satish Ganesan
Senior Vice President and General Manager, Intelligent Sensing Division, and Chief Strategy Officer at Synaptics (SYNA); employed since October 24, 2019 via offer letter that set initial compensation terms (base salary and bonus structure) . FY2025 company performance underlying his incentives improved: revenue rose to $1,074.3M (+12% YoY), non-GAAP EPS (diluted) reached $3.62 (+61% YoY), and non-GAAP gross margin ticked up to 53.6% (+0.6 pts), driving maximum PSU payouts; however, relative TSR MSU tranches paid zero for the FY2025 first performance period (24th percentile), signaling ongoing TSR headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Synaptics Incorporated | SVP & GM, Intelligent Sensing Division; Chief Strategy Officer | 2019–present | Promoted Mar 6, 2024 (3,293 RSUs with multi-year vest) to lead Intelligent Sensing; responsibilities tied to revenue/margin/operating profit targets at both corporate and BU levels |
Fixed Compensation
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $400,000 | $445,833 |
| Target Bonus (%) | 75% (per offer letter) | 75% |
| Actual Bonus Paid ($) | $308,100 | $363,825 |
| All Other Compensation ($) | $8,190 | $8,664 (incl. 401(k) $6,391; group life $2,273) |
Performance Compensation
Annual Bonus (FY2025 Corporate Metrics)
| Metric | Weight | Target | Actual | Achievement Level | Payout Basis |
|---|---|---|---|---|---|
| Revenue ($M) | 33.33% | $1,015 | $1,074.3 | 146.0% | Corporate payout basis 121.2% (aggregate weighted score 126.2%) |
| Non-GAAP Gross Margin (%) | 33.33% | 53.1% | 53.6% | 114.0% | Corporate payout basis 121.2% |
| Non-GAAP Operating Profit ($M) | 33.33% | $160 | $177.6 | 118.0% | Corporate payout basis 121.2% |
• Note: For executives with BU responsibilities (including Ganesan), bonus is 50% corporate and 50% business unit metrics (targets not disclosed for competitive reasons) .
PSUs (FY2025 Performance)
| Metric | Weighting | Target | Actual | Payout (%) | Earned Shares (Ganesan) | Vesting |
|---|---|---|---|---|---|---|
| Non-GAAP EPS (diluted) | — | $2.22; adjusted to $2.43 for acquisition impact | $3.62 | 200% | 18,162 | Earned shares vest over 3 years: 1/3 at 1st anniversary, remainder in 8 equal quarterly tranches |
MSUs (Relative TSR vs Russell 2000)
| Performance Period | TSR Percentile | Payout (% of Target) | Vesting Structure |
|---|---|---|---|
| FY2024 Second Period | 30th | 21.79% | Earned MSUs vest on the anniversary following each performance period; tranches across one-, two-, and three-year periods |
| FY2025 First Period | 24th | 0% | Same as above |
• Program notes: MSUs link realizable pay to relative TSR; NEO MSU design historically included separate 1-, 2-, 3-year performance tranches; payout caps moved from 300% to 200% beginning FY2025, with CEO migrating to a single 3-year period (other NEOs phased to single period by FY2027) .
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 29, 2025)
| Item | Value |
|---|---|
| Shares Beneficially Owned | 18,560 (<1% of outstanding) |
| Ownership Guidelines | 2x salary for other NEOs; 5 years to comply; anti-hedging/anti-pledging policies |
Outstanding Equity Awards at FY2025 Year-End (Selected)
| Award (Grant Date) | Units Unvested | Market Value ($) |
|---|---|---|
| RSU (Aug 17, 2024) | 18,162 | $1,176,534 |
| PSU (Aug 17, 2024; earned at 200%) | 18,162 | $1,176,534 |
| MSU (Aug 17, 2024; unearned units) | 9,081 | $588,267 |
| Retention RSU (Apr 17, 2025) | 21,854 | $1,415,702 |
| RSU (Aug 17, 2023) | 6,023 | $390,170 |
| PSU (Aug 17, 2023; outstanding) | 6,253 | $405,069 |
| RSU (Mar 17, 2024; promotion) | 1,922 | $124,507 |
| PSU (Aug 17, 2022; outstanding) | 2,141 | $138,694 |
| RSU (Aug 17, 2022) | 536 | $34,722 |
• Company uses full-value equity; no stock options are outstanding (all awards are RSUs/PSUs/MSUs) .
• Policies: strict prohibitions on hedging/pledging, robust clawback, stock ownership guidelines (CEO 6x salary; other NEOs 2x; directors 5x annual retainer) .
Employment Terms
Offer Letter & Role
• Offer letter effective Oct 24, 2019: initial base salary $350,000; target bonus 75% of salary; initial RSU/PSU/MSU values $400,000 each; “at-will” employment .
Severance (No Change in Control) — hypothetical termination on Jun 28, 2025
| Component | Amount |
|---|---|
| Cash Severance (Salary) | $450,000 (1.0x salary) |
| Cash Severance (Target Bonus) | $337,500 (100% of target) |
| Health Continuation (COBRA) | $33 |
| Equity Acceleration | $1,811,767 (unvested RSUs scheduled to vest in next 12 months) |
| Total | $2,599,300 |
• No MSUs/PSUs acceleration in no-CIC severance; only RSUs vesting scheduled in next 12 months accelerate .
Severance (With Change in Control; double-trigger) — hypothetical termination on Jun 28, 2025
| Component | Amount |
|---|---|
| Cash Severance (Salary) | $675,000 (1.5x salary) |
| Cash Severance (Target Bonus) | $506,250 (150% of target) |
| Health Continuation (COBRA) | $50 |
| Equity Acceleration | $5,016,569 (RSUs & PSUs at target; MSU treatment per plan) |
| Total | $6,197,869 |
• Plan terms: double-trigger CIC protection; RSUs accelerate; PSUs accelerate at target; MSUs subject to proration/vesting mechanics per plan; no single-trigger benefits; no excise tax gross-ups; clawback applies to incentive compensation .
Investment Implications
- Pay-for-performance alignment: FY2025 PSU payout at 200% reflects strong EPS execution; annual bonus paid above target due to outperformance on revenue/margin/operating profit, though BU targets are undisclosed; MSU results show TSR underperformance (0% payout in FY2025 first period), tempering market-based realizable pay .
- Vesting/supply overhang: Significant unvested RSUs/PSUs (e.g., RSU 18,162; PSU 18,162; retention RSU 21,854) and FY2025 earned PSUs vesting over three years may create periodic selling pressure as tranches settle; anti-hedging/pledging mitigates risk of misaligned hedging strategies .
- Retention and CIC economics: No-CIC severance totals ~$2.6M, CIC double-trigger totals ~$6.2M (including ~$5.0M equity acceleration), indicating meaningful retention value and potential M&A integration costs; equity remains central to incentives, subject to clawback .
- Ownership alignment: Beneficial ownership is <1% (18,560 shares); adherence to 2x salary ownership guideline expected over a 5-year window; company’s use of full-value awards and robust governance (anti-pledging/hedging; no option repricing) supports alignment .
Note: Recent Form 4 activity could not be retrieved in this session; analysis relies on DEF 14A severance/award tables and ownership disclosures .