Executive Committee


Synaptics Incorporated Executive Committee Charter
Adopted by the Board of Directors on April 30, 2019

The Executive Committee of the Board of Directors (the "Board") of Synaptics Incorporated (the "Company") will have the purpose, responsibilities, authority and specific duties as described below.

Purpose and Responsibility

The Executive Committee (the "Committee") is a standing committee of the Board that has and may exercise from time to time and to the fullest extent permitted by the General Corporation Law of the State of Delaware, all powers of the Board in the management of the business and affairs of the Company, including, without limitation, financial matters in such manner as the Committee may deem in the best interests of the Company and its stockholders, consistent with the terms of the certificate of incorporation, bylaws and this Charter.

The Committee shall not have the authority to adopt, amend or repeal any provision of the Bylaws of the Company or take any other action which has been reserved for action by the full Board pursuant to the Bylaws or a resolution of the Board, or which the Committee is otherwise prohibited by law to take.

The Committee shall maintain minutes of meetings and activities of the Committee. The Committee shall make regular reports to the Board, and shall periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.


The Committee will be comprised of not less than three members of the Board as determined and appointed annually by the Board. The members of the Committee shall serve at the discretion of the Board and may be removed or replaced upon the affirmative vote of a majority of the Board. The Chairperson of the Board shall serve as the Chair of the Committee. In the event that the Executive Committee Chair is unable to serve as chair for a specific meeting , the Chair shall designate one of the Committee members to preside or, in the absence of such designation, the Committee members in attendance shall designate a Committee member to preside at such meeting.

The Committee may choose to organize itself into subcommittees to facilitate the accomplishment of its work. The Committee shall have the authority to appoint consultants and advisers to assist in its work as deemed necessary, and such appointees may attend the relevant parts of the Committee meetings.


The Committee will not have regularly scheduled meetings. The Committee shall meet as it deems necessary to carry out its responsibilities or when the Chair of the Executive Committee deems necessary. A simple majority of the Committee shall constitute a quorum for the transaction of business. When a quorum is present, the vote of a majority of the voting Committee members present shall constitute the action or decision of the Committee.

Meetings of the Committee may be held in person or via teleconference or other remote meeting technologies. In lieu of a meeting, the Committee may act by unanimous written consent. All Committee meetings shall otherwise be held subject to and in accordance with the Company ' s Bylaws and applicable Delaware law.


This website contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business, and can be identified by the fact that they do not relate strictly to historical or current facts. Such forward-looking statements may include words such as "expect," "anticipate," "intend," "believe," "estimate," "plan," "target," "strategy," "continue," "may," "will," "should," variations of such words, or other words and terms of similar meaning. All forward-looking statements reflect our best judgment and are based on several factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. Such factors include, but are not limited to, the risks as identified in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business" sections of our Annual Report on Form 10-K for our most recent fiscal year, and other risks as identified from time to time in our Securities and Exchange Commission reports. Forward-looking statements are based on information available to us on the date hereof, and we do not have, and expressly disclaim, any obligation to publicly release any updates or any changes in our expectations, or any change in events, conditions, or circumstances on which any forward-looking statement is based. Our actual results and the timing of certain events could differ materially from the forward-looking statements. These forward-looking statements do not reflect the potential impact of any mergers, acquisitions, or other business combinations that had not been completed as of the date of this filing.