Susan Hardman
SYNAPTICSAbout Susan J. Hardman
Independent director of Synaptics since 2020; age 64. Former senior semiconductor executive with roles at Intersil (SVP Specialty Products; SVP Analog & Mixed Signal; VP/GM Automotive & Specialty; VP Corporate Marketing), Exar (VP/GM Interface; VP Corporate Marketing), VLSI Technology, and Motorola. Education: B.S. Chemical Engineering (Purdue), MBA (University of Phoenix). Committee roles: Compensation Committee Chair and Audit Committee member; no current public company board service disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intersil Corporation (later Renesas) | SVP, Specialty Products Group; SVP, Analog & Mixed Signal; VP/GM Automotive & Specialty; VP Corporate Marketing | 2008–2015 | Led multiple product groups across analog and mixed-signal; consumer and automotive sectors . |
| Exar Corporation (later MaxLinear) | VP/GM, Interface products; VP Corporate Marketing; Director Product Marketing | Prior to 2008 | General management and marketing leadership in interface products . |
| VLSI Technology; Motorola | Marketing, product design, applications, product testing | 1983–1999 | Engineering and product roles across semiconductor functions . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Santa Clara University School of Electrical Engineering | Advisory Board Member | 2010–2015 | Academic advisory engagement . |
| Public Company Boards | N/A | — | No current public company service disclosed . |
Board Governance
- Independence: Board determined Hardman is independent; all standing committees (Audit, Compensation, N&CG) comprise only independent directors .
- Committee assignments: Compensation Committee Chair; Audit Committee member (Audit Committee members: Buchanan (Chair, Financial Expert), Hardman, Lee). Compensation Committee members: Hardman (Chair), Geeslin, Kummrow, Whims .
- Meeting cadence and attendance: Board held nine meetings in Fiscal 2025; each director attended at least 75% of Board and committee meetings; directors attend annual meetings (2024 attendance confirmed) .
- Executive sessions: Regular sessions of independent directors led by the independent Chair; board maintains governance guidelines and annual self-evaluations (considering independence, conflicts, and skills) .
- Related-party oversight: Audit Committee reviews and approves related party transactions; none above $120,000 involving directors or related persons since start of Fiscal 2025 .
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Susan J. Hardman | 100,000 | 201,110 | 301,110 |
Director compensation program (Fiscal 2025):
- Annual cash retainer: $75,000; Chair of Board retainer: $80,000; committee retainers: Audit Chair $30,000/Audit member $10,000; Compensation Chair $20,000/Comp member $10,000; N&CG Chair $15,000/N&CG member $5,000; paid quarterly .
- Annual equity: RSUs valued at approximately $210,000, granted around annual meeting; 2025 grants used average October 2024 closing price to determine RSU count; vest in four quarterly installments over one year .
- Director compensation cap: $750,000 per fiscal year (cash + equity) .
Performance Compensation
Directors receive time-based RSUs; no performance-conditioned director equity is disclosed. As Compensation Committee Chair, Hardman oversees Company’s executive incentive metrics:
| Program | Metric(s) | Measurement Period | Design Details |
|---|---|---|---|
| Annual cash bonus (NEOs) | Revenue; Non-GAAP Gross Margin %; Non-GAAP Operating Profit | Fiscal year | Funding based on objective financial goals approved in annual operating plan . |
| PSUs (NEOs) | Non-GAAP EPS | 1-year performance, 3-year vesting | Earned shares vest over three years; max payout 200% of target; adjustments for M&A possible . |
| MSUs (NEOs) | Relative TSR vs Russell 2000 | 1-, 2-, and 3-year windows | Payouts trued-up at end of 3 years; caps apply; continued employment required; aggregate cap 300% . |
Compensation governance practices include double-trigger CIC vesting, clawback policy (SEC/Nasdaq-compliant), anti-hedging and anti-pledging policies .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Hardman . |
| Committee roles at other companies | N/A; not disclosed . |
| Interlocks/conflicts | Compensation Committee interlocks: none; no insider participation or related relationships requiring disclosure in Fiscal 2025 . |
Expertise & Qualifications
- Board skills matrix highlights Hardman’s strengths in semiconductor industry and technology, IoT/edge, software, financial expertise, global sales, M&A, corporate governance, supply chain, and sustainability .
- Prior senior management across multiple semiconductor firms; engineering and business credentials underpin compensation and audit oversight responsibilities .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 10,000 shares | As of Aug 29, 2025; <1% of outstanding . |
| Unvested RSUs outstanding | 1,432 units | As of June 28, 2025; directors held no stock options . |
| Ownership guideline | 5x annual retainer | Measured annually; includes unvested RSUs; all non-employee directors met or within grace period as of June 28, 2025 . |
| Hedging/pledging | Prohibited | Insider Trading Policy bans derivatives, hedging, margin accounts, pledging . |
| Director equity grants | 2,864 RSUs (Nov 1, 2024) | Grant date fair value $201,110; vests quarterly over one year . |
Insider trades (Form 4):
- 2025-11-03: Award of 3,036 common shares (RSUs); post-transaction ownership 14,334 shares; direct ownership .
- 2024-11-01: Award of 2,864 common shares (RSUs); post-transaction ownership 11,298 shares; direct ownership .
Fixed Compensation (Structure Details)
| Component | Fiscal 2023 | Fiscal 2025 |
|---|---|---|
| Annual cash retainer (Non-employee Director) | $60,000 | $75,000 |
| Board Chair retainer | $70,000 | $80,000 |
| Audit Committee (Chair/Member) | $25,000 / $10,000 | $30,000 / $10,000 |
| Compensation Committee (Chair/Member) | $20,000 / $9,000 | $20,000 / $10,000 |
| N&CG Committee (Chair/Member) | $10,000 / $5,000 | $15,000 / $5,000 |
| Annual RSU grant value | ~$200,000; 2,161 RSUs (Nov 1, 2022) | ~$210,000; 2,864 RSUs (Nov 1, 2024) |
Governance Assessment
- Strengths: Independent director with deep semiconductor and operational expertise; serves as Compensation Committee Chair and Audit member; strong governance framework (independent committees; majority-independent board; regular executive sessions; anti-hedging/pledging; clawbacks; director ownership guidelines) .
- Engagement: Compensation Committee met six times; Audit Committee met four times in Fiscal 2025; Board met nine times; all directors met attendance thresholds .
- Alignment: Annual director RSUs plus ownership guideline (5x retainer) promote alignment; no director stock options outstanding; director compensation capped at $750k .
- Conflicts/Related-party: None disclosed for Fiscal 2025; independence affirmed; Audit Committee screens and approves related-party transactions .
- Compensation oversight signals: Use of independent consultant (Compensia) determined independent/no conflicts; robust incentive metric design (revenue, gross margin, operating profit; EPS; relative TSR) under Compensation Committee .
- RED FLAGS: None identified in disclosed materials (no pledging/hedging; no related-party transactions; attendance adequate; no option repricing; double-trigger CIC vesting) .