Vivie Lee
SYNAPTICSAbout Vivie “YY” Lee
Independent director of Synaptics since January 2022; age 58. Former Chief Strategy Officer at Anaplan (retired October 2021), CEO and earlier COO of FirstRain (2005–2017), GM of Worldwide Services at Cadence; product leadership roles at Synopsys and 8x8, with early career at Bell Labs. She holds a B.S. in Mathematics from Harvard University and brings deep software, data science and strategy expertise . She currently serves on the Audit and Nominating & Corporate Governance (N&CG) Committees at Synaptics .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Anaplan | Chief Strategy Officer | Retired Oct 2021 | Led corporate performance planning and strategic initiatives through and after IPO |
| FirstRain Inc. | Chief Executive Officer | 2015–Aug 2017 | Led enterprise SaaS data science company through acquisition by Ignite Technologies |
| FirstRain Inc. | Chief Operating Officer | 2005–2015 | Oversaw engineering, analytics, and data science |
| Cadence Design Systems | GM, Worldwide Services | Not disclosed | Ran global advanced technology division |
| Aqueduct Software | Co‑founder | Through 2000 | Bootstrapped, financed, scaled; acquired by NetManage in 2000 |
| Synopsys | Product leadership | Not disclosed | Various product roles |
| 8x8 (formerly Integrated Information Technology) | Product leadership | Not disclosed | Various product roles |
| Bell Labs | Early career | Not disclosed | Technical foundation |
External Roles
| Company | Role | Committees/Impact | Notes |
|---|---|---|---|
| Commvault Systems, Inc. | Director | Not disclosed | Interlock: SYNA director Keith B. Geeslin also serves on Commvault and is Compensation Committee Chair |
| Belden Inc. | Director | Not disclosed | Designs and manufactures industrial connectivity solutions |
Board Governance
- Committee assignments: Audit Committee member; N&CG Committee member .
- Independence: Board affirmatively determined Lee is independent; all Audit, Compensation, and N&CG committee members are independent .
- Attendance: Board held nine meetings in FY2025; each director attended at least 75% of Board and committee meetings .
- Audit Committee oversight: financial reporting, auditor independence/performance, compliance, internal controls; semi‑annual cybersecurity risk oversight; related‑party transaction approval; Buchanan designated “audit committee financial expert” .
- N&CG oversight: director nominations, committee appointments, annual self‑evaluations, director succession, governance policies; oversees CGS, sustainability and emerging risks including responsible AI .
- Independent leadership: regular executive sessions of independent directors led by independent Chair; 7 of 8 directors independent .
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 75,000 | FY2025 non‑employee director program (effective Oct 29, 2024) |
| Audit Committee member annual retainer | 10,000 | Cash or stock at director’s election |
| N&CG Committee member annual retainer | 5,000 | Cash or stock at director’s election |
| Committee chair fees | Audit Chair: 30,000; Compensation Chair: 20,000; N&CG Chair: 15,000 | Cash or stock; Board Chair retainer: 80,000 |
| Vivie Lee – Fees earned FY2025 | 92,500 | Reported cash fees for FY2025 |
Performance Compensation
| Equity Element | Grant Date | Units | Grant‑Date Fair Value ($) | Vesting | Outstanding Unvested at 6/28/2025 |
|---|---|---|---|---|---|
| Annual RSU grant (FY2025) | Nov 1, 2024 | 2,864 | 201,110 | Four quarterly installments through first anniversary (time‑based) | 1,432 |
| Options | — | — | — | None outstanding for non‑employee directors | — |
| Director equity program value (policy) | — | — | ~210,000 | Converted to RSUs using average closing price in Oct 2024; vests quarterly over one year | — |
| Director compensation cap (plan) | — | — | 750,000 | Annual cap on combined cash + equity for non‑employee directors |
Clawback and change‑of‑control: Company maintains SEC‑aligned clawback policy and applies “double‑trigger” vesting on change‑of‑control to avoid windfalls .
Other Directorships & Interlocks
| Company | Interlock/Overlap | Potential Implications |
|---|---|---|
| Commvault Systems, Inc. | Shared service with SYNA director Keith B. Geeslin (Commvault Comp Chair) | Information flow/network benefits; monitor for any transactions—none disclosed in FY2025 |
| Belden Inc. | None disclosed | Domain expertise in industrial connectivity; no SYNA transactions disclosed |
Expertise & Qualifications
- Skills matrix indicates Lee adds AI/ML, software expertise, global business experience, M&A, and corporate governance competencies aligned with Synaptics’ strategy and risk oversight .
- Biography highlights senior operating roles and startup/scale experience across enterprise software and data science .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 6,624 | As of Aug 29, 2025 |
| Unvested RSUs | 1,432 | As of June 28, 2025 |
| Options (exercisable/unexercisable) | 0 | None outstanding for non‑employee directors |
| Ownership % of outstanding | 0.017% | Calculated: 6,624 / 39,050,213 shares outstanding (Aug 29, 2025) |
| Shares pledged as collateral | 0 | Company prohibits hedging, margining, and pledging by directors |
| Director ownership guideline | 5× annual retainer within 5 years | All non‑employee directors met or were within grace period at June 28, 2025 |
Insider Trades
| Date | Filing | Type | Units/Price | Notes |
|---|---|---|---|---|
| Nov 1, 2024 (filed Nov 4, 2024) | Form 4 | RSU grant | 2,864 | Vests quarterly through Nov 1, 2025 |
| Nov 3, 2025 (filed Nov 4, 2025) | Form 4 | RSU grant | Not disclosed in summary | Consistent with annual non‑employee director RSU program; time‑based vesting per director policy |
Governance Assessment
- Strengths: Independent status; active service on Audit and N&CG committees with robust mandates (financial reporting, cybersecurity, related‑party approvals; board succession and governance); regular executive sessions; attendance at or above 75% threshold; anti‑hedging/pledging policies; director ownership guidelines and compliance .
- Alignment: Mix of cash retainer plus time‑vested RSUs; meaningful equity (~$210k program value; 2,864 RSUs in FY2025) supports skin‑in‑the‑game; beneficial ownership and unvested RSUs confirm alignment; no stock options outstanding for directors reduces risk of repricing .
- Potential red flags and monitoring:
- Interlock with Commvault via another SYNA director (Geeslin) could merit periodic review for conflicts; company reported no related‑party transactions >$120k in FY2025 .
- Time‑based RSUs (no PSU metrics for directors) are common but can be viewed as lower “at‑risk” pay; counterbalanced by ownership requirements, clawback policy, and double‑trigger change‑of‑control protections .
- Over‑boarding risk appears limited; company policy caps other public boards and requires 75% attendance; no issues disclosed .
Overall signal: Board effectiveness and independence screens strong; no disclosed conflicts or related‑party exposure; equity and policy framework indicate solid investor‑alignment, with one interlock to monitor.