Corporate Governance Guidelines

1. PURPOSE

   The Board of Directors (the “Board”) of Synaptics Incorporated (the “Company”), acting on the recommendation of its Nominations and Corporate Governance Committee (“N&CG Committee”), has adopted these Corporate Governance Guidelines (these “Guidelines”) to assist and guide the Board in the exercise of its responsibilities. These Guidelines are intended to serve as a flexible framework within which the Board may conduct its business and not as a set of legally binding obligations and should be interpreted in accordance with any requirements imposed under applicable laws and regulations, the Nasdaq stock market (“Nasdaq”), and the Company’s Certificate of Incorporation and Bylaws, as amended from time to time, the Company’s charter documents and other governing legal documents. The Board may review and amend these Guidelines from time to time.

   These Guidelines are not intended to modify, extinguish, or in any other manner limit the indemnification, exculpation, and similar rights available to the Directors under applicable law, the Company’s Certificate of Incorporation or Bylaws, or indemnification agreements with Directors.
    

2. DIRECTOR SELECTION

   Director Selection Process
   The Board has delegated to the N&CG Committee the responsibility of identifying suitable candidates for nomination to the Board (including candidates to fill vacancies and newly created directorships and candidates to be nominated by the Board for election as Directors at the Company’s Annual Meeting of Shareholder) and assessing their qualifications considering the policies and principles in these Guidelines. The N&CG Committee will recommend prospective Director candidates for the Board’s consideration and review the prospective candidates’ qualifications with the Board. The Board shall retain the ultimate authority to nominate a candidate for election by the stockholders as a Director or to fill any vacancy or newly created directorship that may occur. Nominations made other than by the Board must be made in full compliance with the Company’s Bylaws.

   Director Selection Criteria
   The Board shall consider and approve from time to time the criteria that it considers when evaluating and selecting prospective Director candidates. The Board shall have full authority to modify such criteria from time to time as it deems necessary or appropriate. The Board has delegated to the N&CG Committee the responsibility for assessing, on an annual basis, the requisite skills and characteristics required for new Directors as well as the composition of the Board as a whole.

   In evaluating Director candidates, including Directors eligible for re-election, the N&CG Committee will review the desired experience, mix of skills and other qualities to determine appropriate Board composition, considering the current Board members, and the specific needs of the Company. In addition, the N&CG Committee seeks to achieve diversity within the Board and adheres to the Company’s philosophy of maintaining an environment free from discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, age, national origin, disability, veteran status or any protected category under applicable law. This process is designed to provide that the Board includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. Accordingly, the N&CG Committee is committed to actively seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences, to include in the pool from which Board nominees are chosen.

   In considering Director candidates, the N&CG Committee also considers the following factors:

   ●    Experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing and the ability to exercise sound business judgment;
   ●    Background and accomplishments in the candidate’s respective field;
   ●    Personal qualities and characteristics, accomplishments, and reputation in the business community;
   ●    Understanding of the fiduciary responsibilities of a Director;
   ●    Commitment to devote sufficient time and availability to the affairs of the Company, particularly in light of the number of boards on which such nominee may serve;
   ●    Knowledge and contacts in the communities in which the Company conducts business and in the Company's business industry or other industries relevant to the Company's business;
   ●    Knowledge and expertise in various fields deemed appropriate by the Board, such as the semiconductor industry, engineering, IoT technology and edge computing, AI and machine learning, software, capital markets, marketing, , financial expertise, global sales business, mergers and acquisitions, corporate governance, IT and cybersecurity and supply chain managements;
   ●    Fit of the candidate’s skills, experience, and personality with those of other Directors in maintaining an effective, collegial, and responsive Board; 
   ●    To the extent a candidate serves or has previously served on other boards, the candidate shall have a demonstrated history of actively contributing at board meetings;
   ●    Whether a candidate’s background contributes to a mix of Board members that represents a diversity of background and experience, including gender diversity and representation of underrepresented groups, as may be required by applicable law or Nasdaq stock market rules;
   ●    Length of service; 
   ●    Independence and conflicts of interest; and
   ●    Any other factors the N&CG Committee considers appropriate.

   The N&CG Committee need not assign any weight or priority to any one factor.

   Independence

   It is the policy of the Board that at least a majority of the Directors shall be independent. An “independent” Director is one who qualifies as independent under Nasdaq exchange listing requirements (“Nasdaq Rules”), Securities and Exchange Commission regulations (“SEC Regulations”), the laws of the State of Delaware, and any additional standards as adopted by the Board.

   In addition, to the extent applicable with respect to membership of specific committees, the Board shall have enough members who satisfy any additional requirements for “independence” promulgated from time to time by Nasdaq Regulations SEC Regulations or other applicable laws or regulations or as otherwise adopted by the Board.

   Board Size
   The Board and the N&CG Committee will assess from time to time the size and composition of the Board in accordance with the Company’s Bylaws. The Board will consider an increase in the membership of the Board to accommodate the availability of an outstanding candidate or to meet other needs. 

   Potential Conflicts of Interest
   All Directors are required to accurately and timely disclose to the Board (or any applicable committee) all financial interest or personal interest that they have in any contract or transaction that is being considered by the Board (or any committee) for approval. Disclosed conflicts of interest shall be included in the minutes of the meeting. 

   Change of Positions
   All Directors are obligated to immediately inform the Board Chair, N&CG Committee Chair and the Company’s Secretary when they change the employment, Director or other service positions or level of responsibility they held when they were elected to the Board. The Board and the N&CG Committee will consider whether such Directors should continue to serve on the Board considering the changes. The Board does not necessarily believe that in every instance a Director who retires from or changes the positions held when the Director joined the Board should leave the Board, but there must be an opportunity for the Board, through the N&CG Committee, to review the continued appropriateness of Board membership under the circumstances.

   Outside Board Membership
   All Directors are obligated to inform the Board Chair, N&CG Committee Chair and the Company’s Secretary in advance of accepting an invitation to serve on the board of directors of another entity so that the potential for conflicts or other factors compromising the Director’s ability to perform the Director’s duties may be fully assessed. All Directors must obtain approval from the N&CG Committee before accepting an invitation to serve on the board of another company. No Director may serve (i) on the boards of more than five (5) public companies (Company included); or (ii) if the Director is the Chief Executive Officer and board member at a public company, on the boards of more than two (2) public companies (Company included), unless the Board determines, based on the individual facts, that such other service will not interfere with service on the Board.

   Each Director is expected to ensure that other existing and planned future commitments do not materially interfere with the Director’s service on the Board, and service on other boards must be consistent with the Company’s Code of Conduct.  This includes compliance with antitrust law prohibitions on interlocking directorates, which bar an individual from serving on the Board or as an officer of the Company and a Company competitor simultaneously. The Company will conduct periodic reviews to ensure compliance with the foregoing.  

   Term and Age Limits
   The Board does not believe it should establish term limits or a mandatory retirement age. The process described under the Section entitled “Director Selection Criteria” can, like term and age limits help ensure that there are fresh ideas and viewpoints available to the Board and promote the inclusion on the Board of people with diverse perspectives. Moreover, both limitations involve the disadvantage of losing the contribution of Directors who have been able to develop, over time, increasing insight into the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. As an alternative to these limitations, the N&CG Committee believes that its evaluation and nomination processes help ensure that the Company has a properly constituted and functioning Board. The Board does not believe that renomination of incumbent Board members should be an automatic exercise and, in connection with determining whether an incumbent Director should be renominated, the N&CG Committee regularly considers the overall mix of tenures on the Board, the average tenure of all independent Directors, each Director’s length of service on the Board and contributions, and  each Director’s desire to continue as a member of the Board, and such other factors as the Board considers appropriate in considering the appropriateness of the Director's continued service.

3. DIRECTOR RESPONSIBILITIES

   Generally
   The basic responsibility of Directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of the Company and its stockholders and to abide by the highest ethical and fiduciary standards. In discharging this obligation, Directors should be entitled to rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors. The Board has delegated to the officers of the Company the authority and responsibility for managing the Company’s everyday affairs.  The Board has an oversight role and is not expected to perform or duplicate the tasks of the Company’s Chief Executive Officer or senior management.

   The Board believes that management speaks for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company. It is expected, however, that Board members would do this with knowledge of management and, absent unusual circumstances or as contemplated by the committee charters, only at the request of management.

   Attendance and Time Commitment
   Each member of the Board is expected to make reasonable efforts to attend regularly scheduled meetings of the Board and to participate in teleconferences or other special meetings of the Board. If a Director does not attend at least 75% of those regular or special meetings (together with the meetings of committees on which such Director serves), the Company will be required to disclose that fact in the proxy statement for its Annual Meeting of Stockholders. In addition, attendance and participation at meetings is an important component of the Directors’ duties and, as such, attendance rates will be taken into account by the N&CG Committee and the Board in connection with assessments of Director candidates for renomination as Directors. The Company also encourages all Directors to attend the Annual Meeting of Stockholders.

   Board Leadership
   The Board will annually elect one Director to serve as Chair of the Board. The Chair of the Board shall preside at Board meetings, and the Chair of each Board committee shall preside at the meetings of their respective committees.

   The Board has no policy with respect to the separation of the offices of the Chair and the Chief Executive Officer. The Board believes that this issue is part of the succession planning process and that it is in the best interests of the Company for the Board to make a determination when it elects a Chief Executive Officer.

   Director Orientation and Continuing Education
   The Company will conduct an orientation program for each new Director. The orientation will be designed to familiarize the new Director with the Company’s business and strategic plans, key policies and practices, principal officers and management structure, auditing and compliance processes, significant financial, accounting and risk issues, and Code of Conduct. The N&CG Committee and Chief Legal Officer will oversee the process of periodically providing materials or briefing sessions for continuing Directors on topics that will assist them in discharging their duties.

   Each Director is expected to periodically participate in continuing education to maintain the necessary level of expertise to perform his or her responsibilities and to keep apprised of emerging trends. The Company will pay the out-of-pocket costs for attendance for any Director, up to $2,500 per year for each Director and $4,000 per year for each new Director with no prior board experience.

   Self-Evaluations
   The Board and each Board committee will conduct an annual self-evaluation for the purpose of determining whether the Board and each Board committee is functioning effectively and identify opportunities to improve Board and committee performance. These evaluations will consider the performance of the Board or each committee as a unit and will focus on the Board's contribution to the Company and on areas in which the Board or management believes the Board could improve. The N&CG Committee will oversee the self-evaluation process.

4. BOARD MEETINGS

   Board Cadence and Materials
   The Board Chair and the Chief Executive Officer of the Company shall work with Board committee Chairs to establish a Board and Board committee cadence at the beginning of each fiscal year. The cadence will be distributed to all Directors.  Any Director may suggest the inclusion of items on meeting agendas and may raise at any Board meeting subjects that are not on the agenda for that meeting. The Board will review the Company's long-term strategic plans and the principal issues that the Company will face in the future during at least one Board meeting each year. Senior management is responsible for distributing information and data that are important to the Board’s understanding of the business to be conducted at a Board or committee meeting to the Directors. Directors should review these materials in advance of the meeting when reasonably practicable.

   Executive Sessions
   The independent Directors will meet at regularly scheduled executive sessions without management participation, and at least twice each year, an executive session with only independent directors present shall be held.  If the Chair of the Board is an independent Director, then the Chair will preside at these meetings. If the Chair does not qualify, then the independent Directors will select a Director to preside at these meetings. The Director who presides at these executive sessions will be disclosed in the Company’s annual proxy statement.

   Board Access to Management
   Management will help facilitate Board members’ access to employees, outside auditors, legal counsel, financial and other professional advisors for any purpose reasonably related to the Board’s responsibilities. Management is responsible for arranging presentations to the Board, and for providing information to the Board about the operations of the Company. 

   Consultation and Advisors
   In carrying out its responsibilities, the Board and each Board committee shall be entitled to rely on the advice and information that it receives from management and such experts, advisors and professionals with whom the Board, or any such committee, may consult. The Board and each Board committee shall have the authority to request that any officer or employee of the Company, the Company’s outside legal counsel, the Company’s independent auditor or any other professional retained by the Company to render advice to the Company, attend a meeting of the Board, or such committee, or meet with any members of or advisors to the Board. The Board and each Board committee shall also have the authority to engage legal, accounting, or other advisors to provide it with advice and information in connection with carrying out its or their responsibilities. The Company shall provide for appropriate funding, as determined by the Board or its relevant committee, for payment of reasonable compensation to any such legal, accounting, or other advisor.

5. BOARD COMMITTEES

   Committees and Committee Member Selection
   The Board intends at all times to have an Audit Committee, a Compensation Committee and a Nominations and Corporate Governance Committee. Membership on such committees is limited to independent Directors meeting the independence requirements of the Nasdaq stock market rules and other applicable laws and regulations.  The Board may from time to time establish additional committees as necessary or appropriate, with such membership requirements as the Board may determine and as may be required by applicable laws. The Board retains the discretion to form new committees or disband current committees depending upon the circumstances. 

   Committee Charters
   Each committee will have its own formal written charter that sets forth the purposes, goals, and responsibilities of the committee as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations, and committee reporting to the Board. Each committee charter will also provide that the committee will annually evaluate its own performance. The Chair of each committee, in consultation with the committee members, will determine the frequency and length of the committee meetings consistent with any requirements set forth in the committee's charter. The Company will provide access to the Company’s employees, professional advisors and other resources to enable committee members to carry out their responsibilities.

   The Board may give consideration to rotating committee members periodically, but the Board does not believe that committee rotation should be mandated as a policy. The Board shall appoint the Chair of each Committee.

   Committee Independence
   Each Committee is comprised solely of Directors who qualify as independent within the meaning of these Guidelines, including (to the extent applicable with respect to membership on a particular committee) any requirement for “independence” promulgated from time to time by Nasdaq or the Securities and Exchange Commission (“SEC”). All committees are chaired by independent Directors, within the meaning of these Guidelines.

6. DIRECTOR COMPENSATION

   General
   The form and amount of Director compensation will be reviewed periodically by the Compensation Committee, which shall make recommendations to the Board based on such review and in accordance with the policies and principles set forth in its charter. The Board shall retain the ultimate authority to determine the form and amount of Director compensation. The Compensation Committee will consider that Directors' independence may be jeopardized if director compensation and perquisites exceed customary levels, if the Company makes substantial charitable contributions to organizations with which a Director is affiliated, or if the Company enters into consulting contracts with (or provides other indirect forms of compensation to) a Director or an organization with which the Director is affiliated.

   Neither the Company’s executive officers nor any other employees shall receive additional compensation for service as Directors.

   Expense Reimbursement
   Directors of the Company will be reimbursed for any ordinary and necessary business expenses incurred on behalf of the Company, if the following conditions are met: 
   •    The expenses are reasonable in amount;
   •    The director provides documentation of expenses incurred; and
   •    The expenses are submitted in a reasonable amount of time.

   Examples of reimbursable business expenses include transportation and overnight travel (including lodging and meals).
    

7. OTHER MATTERS

   Stock Ownership Guidelines
   The Board expects all directors and executive officers to display confidence in the Company by owing a meaningful number of shares of stock in the Company to more closely align their economic interests with those of other shareholders as follows:
   •    Non-employee directors must hold shares with a value equal to 5 times the annual cash retainer for Board service;
   •    CEO must hold shares with a value equal to 6 times his or her annual base salary; and
   •    All other executive officers must hold shares with a value equal to 2 times his or her annual base salary.

   These ownership guidelines must be achieved within 5 years of joining the Board or being appointed as an executive officer, as applicable. If a participant falls below target ownership, the participant must meet target within two years. For the purposes of these guidelines, stock ownership includes shares of the Company's common stock owned outright and unvested RSUs.

   Stockholder Communications to the Board
   Company stockholders are invited to contact the Board about corporate governance or the Board at the address for the Company’s Secretary provided in the Company’s annual proxy statement. Inquiries meeting this criteria will be received and processed by management before being forwarded to the Board, a committee of the Board, or a Director as designated in the message. Communications relating to other topics, including those that are primarily commercial in nature, will not be forwarded. 

   Guidelines Review
   The Board expects to review these Guidelines annually or more often as necessary.

Synaptics Incorporated
Corporate Governance Guidelines
Version 2, dated October 29, 2024
Administered by the Synaptics Incorporated Legal Team
E-mail:  legal@synaptics.com
Tel.:  1-408-904-1100
Address:  1251 McKay Drive, San Jose, CA 95131 USA
Website:  www.synaptics.com