Synopsys Inc DEF 14A, filed Feb 16, 2024

Synopsys Inc (SNPS)

DEF 14A 2024-02-16 For: 2024-04-10

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Added on June 12, 2026

About this DEF 14A

Synopsys Inc filed this DEF 14A on February 16, 2024.

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12


Payment of Filing Fee (Check all boxes that apply):

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☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Proposals		Board Vote Recommendation	For Further Details
1.	To elect eleven directors nominated by our Board of Directors to hold office until the next annual meeting of stockholders or until their successors have been elected	“FOR” each director nominee	Page 11
2.	To approve our 2006 Employee Equity Incentive Plan, as amended	“FOR”	Page 38
3.	To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the attached Proxy Statement	“FOR”	Page 49
4.	To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending November 2, 2024	“FOR”	Page 96
5.	To vote on a stockholder proposal regarding an independent Board chair requirement, if properly presented at the meeting	“AGAINST”	Page 99



Internet	Telephone	Mail
www.proxyvote.com	1-800-690-6903	Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope


Letter to Our Stockholders			1

Notice of 2024 Annual Meeting of Stockholders			3

Proxy Statement Summary			5

Corporate Governance			11

PROPOSAL 1 — Election of Directors			11
Board of Directors			12
Board of Directors Role and Responsibilities			23
Board of Directors Leadership Structure			30
Board of Directors Practices, Policies and Processes			33
Director Compensation			35

PROPOSAL 2 — Approval of Our 2006 Employee Equity Incentive Plan, as Amended			38
Purpose and Background			38
Important Features of the 2006 Employee Plan			39
Description of the 2006 Employee Plan			40
New Plan Benefits and Historical Grant Information			47

PROPOSAL 3 — Advisory Vote to Approve Executive Compensation			49
Compensation Discussion and Analysis			49
Compensation Committee Report			77
Compensation Risk Assessment			78
Compensation Committee Interlocks and Insider Participation			78
Executive Compensation Tables			79
Pay Ratio Disclosure			90
Pay Versus Per formance Disclosure			91
Equity Compensation Plan Information			95

Audit Matters			96

PROPOSAL 4 — Ratification of Selection of Independent Registered Public Accounting Firm			96
Fees and Service of Independent Registered Public Accounting Firm			96
Audit Committee Pre-Approval Policies and Procedures			97
Audit Committee Report			97

Stockholder Proposal			99

PROPOSAL 5 — Independent Board Chair			99

Security Ownership of Certain Beneficial Owners and Management			102

Additional Information			104
About the Annual Meeting			104
Stockholder Information			108
Forward-Looking Statements			109
Information Referenced in t his Proxy Statement			109
Other Matters			109

Append ic es			110
Appendi x A			110
Appendi x B			127


Synopsys delivered another outstanding year in fiscal 2023 despite global macroeconomic uncertainty. We have a resilient business model, and our customers continue to rely on Synopsys’ design solutions as they prioritize investments in the silicon and systems that position them for future success. We are aligning our portfolio investment with our core EDA and IP businesses, which hold the greatest return potential to accelerate our Silicon to Systems strategy and growth. We are confident in our business heading into fiscal 2024 based on our technology leadership, strong customer momentum and the resiliency of our time-based business model. Business & Financial Results We delivered a record year in fiscal 2023 including: •Record revenue of $5.8 billion, up approximately 15% year-over-year; •Improved GAAP operating margin to 21.7% and non-GAAP operating margin to 35.1%; •Approximately 26% GAAP and non-GAAP earnings per share growth; •Approximately $1.7 billion of operating cash flow; •Returned approximately $1.2 billion to stockholders through stock repurchases; and •Expanded our backlog to $8.6 billion. Product Innovation Core to our business success are the many high impact innovations across our portfolio that we've introduced over the past several years. The drumbeat of customer adoption and proliferation of these solutions continues, bolstered by important new products and partnerships introduced in fiscal 2023, including: •Pioneering AI-driven chip design with the launch of Synopsys.ai™, the industry's first full-stack EDA suite delivering production-proven, AI-driven optimization, data analytics, and generative AI capabilities to chipmakers across all stages of IC chip development; •Delivering the industry’s broadest, most comprehensive IP portfolio on advanced process nodes across the world’s leading foundries, including a wide range of high-performance, automotive-grade IP in 5nm; and •Advancing the development and adoption of multi-die systems with comprehensive and silicon-proven EDA & IP solutions for fast, heterogeneous integration.
									Our Technology


									We focus our technology around three essential pillars. Silicon Design & Verification Build high-performance, low power silicon chips, faster Silicon IP Integrate more capabilities on SoCs (System on Chip), faster Software Security & Quality Build more secure, higher quality software, faster


While our CEO has changed, our culture will not. Synopsys will continue to operate with integrity, execution excellence, leadership and passion, and we continue to be a company that cares deeply about its people, the environment and the communities in which we operate. In conclusion, Synopsys remains focused on relentlessly advancing our mission of empowering technology innovators everywhere with Silicon to Systems design solutions that solve our customers’ toughest challenges and ignite future innovation! The entire team at Synopsys thanks you for your support and your belief in the power and potential of our company. Our future is bright, and we are enthusiastically embracing our high ambitions and the exciting journey ahead.

Dr. Aart J. de Geus Executive Chair of the Board of Directors						Sassine Ghazi President and Chief Executive Officer




We also note that our 2006 Employee Plan includes additional provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices, including: •Stockholder approval required for additional shares. •No discounted stock options or stock appreciation rights. •Repricing and cash-out of underwater options not allowed. •No liberal share recycling. •Seven-year maximum term for equity awards. •Full-value awards deplete share reserve at a higher multiple. •Limitations on dividends and dividend equivalents. •No liberal corporate transaction provisions. •Limit on stock awards granted to any participant. •No automatic grant provisions to any participant. •No tax gross-up provisions.


Chief Executive Officer - Dr. de Geus(1)			Average of Other NEOs(1)(2)



What We Do						What We Don’t Do


ü Substantial Portion of Compensation is Performance-Based and/or At-Risk ü Balanced Mix of Performance Goals ü Double Trigger Change of Control Benefits ü Maximum Payout Caps ü Clawback Policy Covering Cash and Equity ü Robust Stock Ownership Guidelines ü Independent Compensation Committee ü Independent Compensation Consultant ü Annual Advisory Say-on-Pay Vote ü Equity Burn Rate Management						û No Excessive Risks û No Excessive Change of Control Payments û No Golden Parachute Tax Gross Ups û No Excessive Perks û No Hedging or Pledging of Our Stock û No Repricing or Cash-out of Underwater Options and Stock Appreciation Rights û No Dividends on Unvested Equity Awards û No Executive Pension Plans or SERPs


	Fiscal Year Ended
	Oct. 28, 2023 (in thousands)			Oct. 29, 2022 (in thousands)
Audit Fees(1)		$	5,852		$	5,185
Audit-Related Fees(2)		230			175
Tax Fees(3)		163			63
All Other Fees(4)		20			42
TOTAL FEES		$	6,265		$	5,465



Board Diversity Matrix (As of February 16, 2024)

Total Number of Directors	11
	Female	Male	Non-Binary	Did Not Disclose
Part I: Gender Identity
Directors	3	8	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	1	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	1


Dr. Aart J. de Geus \| Executive Chair of the Board of Directors

DIRECTOR SINCE: 1986 Age: 69			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Applied Materials, Inc.


PROFESSIONAL EXPERIENCE •Co-founded Synopsys, serving as a member of our Board of Directors since our inception and as Chair of our Board of Directors from 1986 to 1992 and from 1998 until his transition to Executive Chair of our Board of Directors in January 2024. •Has held a variety of positions since the inception of Synopsys in December 1986, including President, Chief Operating Officer, Senior Vice President of Engineering and Senior Vice President of Marketing. Dr. de Geus served as our Chief Executive Officer from January 1994 to December 2023. From May 2012 to April 2022, he shared the position of co-Chief Executive Officer with Dr. Chi-Foon Chan. •Has served as a member of the board of directors of Applied Materials, Inc. since July 2007.			RELEVANT SKILLS As a co-founder of Synopsys, Dr. de Geus led Synopsys for over 35 years and is considered a pioneer in the electronic design automation (EDA) industry. Dr. de Geus brings to our Board of Directors a unique and thorough understanding of our technology, business, industry and culture. Under his leadership, Synopsys has substantially diversified its business, including closing well over 100 M&A transactions. Dr. de Geus provides strong executive leadership and vision, maintains a global network of customer and industry relationships and has served as the keynote speaker at innumerable conferences and industry events. Dr. de Geus also provides our Board of Directors with public company board experience.


Roy Vallee \| Independent \| Lead Independent Director

DIRECTOR SINCE: 2003 Age: 71 SYNOPSYS BOARD COMMITTEES: Audit Committee			FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Teradyne, Inc.


PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since February 2003. •Served as Executive Chairman of the board of directors of Avnet, Inc., a global semiconductor/electronics products and IT distributor, from July 2011 to November 2012. •Served as Avnet, Inc.’s Chief Executive Officer and Chairman of the board of directors from July 1998 to June 2011. •Also previously served as Avnet, Inc.’s Vice Chairman, President, and Chief Operating Officer. •Previously served as a member of the board of directors of Teradyne, Inc. from February 2000 to May 2021, and as Chairman of the board of directors from May 2014 to May 2021. •Served as a member on the board of directors of the Federal Reserve Bank of San Francisco from January 2013 to December 2016, including as Chairman from January 2015 to December 2016.			RELEVANT SKILLS Mr. Vallee provides our Board of Directors with significant executive-level leadership expertise as well as thorough knowledge of the semiconductor industry. Mr. Vallee led Avnet, Inc. for over 14 years, as Chief Executive Officer and Executive Chairman, and understands the challenges of managing a public technology company in a highly competitive industry. Mr. Vallee also brings public company board experience to our Board of Directors and insight into macroeconomic conditions through his previous board role with the Federal Reserve Bank.


Sassine Ghazi \| President and Chief Executive Officer

DIRECTOR SINCE: 2023 Age: 53			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •None


PROFESSIONAL EXPERIENCE •Joined our Board of Directors in August 2023. •Has held a variety of positions at Synopsys, including Chief Operating Officer from August 2020 to January 2024 and President since November 2021. Mr. Ghazi assumed the role of Chief Executive Officer in January 2024. Mr. Ghazi joined Synopsys in March 1998 as an applications engineer and held a series of sales positions with increasing responsibility, culminating in leadership of worldwide strategic accounts. Prior to his appointment as Chief Operating Officer, Mr. Ghazi was the general manager for all digital and custom products, the largest business group in Synopsys. •Prior to Synopsys, Mr. Ghazi was a design engineer at Intel.			RELEVANT SKILLS Mr. Ghazi brings to our Board of Directors multiple decades of chip design, applications engineering, customer support, sales, and business management experience. Over his 25-year career at Synopsys, Mr. Ghazi has driven our innovative technology, demonstrated strong operational experience in running the company, and built deep, trusting relationships with our employees, customers, and eco-system stakeholders.


GENDER DIVERSITY	ETHNIC DIVERSITY	TENURE	INDEPENDENCE


Luis Borgen \| Independent

DIRECTOR SINCE: 2022 Age: 53 SYNOPSYS BOARD COMMITTEES: Audit Committee			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Carter’s, Inc. •Eastern Bankshares, Inc.


PROFESSIONAL EXPERIENCE •Has been a member of our Board of Directors since May 2022. •Previously served as the Chief Financial Officer of athenahealth, Inc. from September 2019 to April 2022, VistaPrint from 2017 to 2019, DAVIDsTEA Inc. from 2012 to 2017, and DaVita Inc. from 2010 to 2012. •Previously held several financial management positions at Staples Inc., including Senior Vice President, Finance, and served as a Captain in the U.S. Air Force. •Has served as a member of the board or directors of Carter’s, Inc. since 2021 and Eastern Bankshares, Inc. since 2016.			RELEVANT SKILLS Mr. Borgen has over 25 years of experience in senior finance positions at large multinational, public and private companies. He brings to our Board of Directors extensive financial expertise, having served as the chief financial officer of multiple companies. Mr. Borgen also has public company board experience as a member on the board of directors of Carter’s, Inc. and Eastern Bankshares, Inc.


Marc N. Casper \| Independent

DIRECTOR SINCE: 2022 Age: 55 SYNOPSYS BOARD COMMITTEES: Compensation Committee			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Thermo Fisher Scientific Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •U.S. Bancorp


PROFESSIONAL EXPERIENCE •Has been a member of our Board of Directors since May 2022. •Has served as the President and Chief Executive Officer of Thermo Fisher Scientific Inc. since October 2009, and has served as Chairman of the Board of Thermo Fisher Scientific Inc. since February 2020. •Has also served in senior leadership positions at Thermo Fisher Scientific Inc. from 2006 to 2009, including Chief Operating Officer. •Prior to the merger creating Thermo Fisher Scientific Inc. in 2006, Mr. Casper was responsible for all of Thermo Electron Corporation’s operating divisions and held various senior positions. •Before joining Thermo Electron Corporation in 2001, Mr. Casper was President, Chief Executive Officer and Director of Kendro Laboratory Products. •Has served as a member of the board of directors of Thermo Fisher Scientific Inc. since 2009. •Previously served as a member of the board of directors of U.S. Bancorp from 2016 to 2021. •Serves on the boards of directors of Wesleyan University, Mass General Brigham and the U.S.-China Business Council.			RELEVANT SKILLS Mr. Casper has over two decades of experience in executive leadership roles at large life sciences companies. He brings to our Board of Directors demonstrated expertise and knowledge in business strategy, innovation, growth, M&A, regulatory management and global operations. Mr. Casper also has public company board experience from his role as Chairman of Thermo Fisher Scientific Inc. and as a previous board member of U.S. Bancorp.


Janice D. Chaffin \| Independent

DIRECTOR SINCE: 2014 Age: 69 SYNOPSYS BOARD COMMITTEES: Compensation Committee Governance Committee (Chair)			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Informatica Corporation •PTC Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Electronics for Imaging, Inc.


PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since December 2014. •Previously served as Group President, Consumer Business Unit of Symantec Corporation’s Consumer Business (now Gen Digital Inc.) from April 2007 to March 2013, Executive Vice President and Chief Marketing Officer from 2006 to 2007 and Senior Vice President and Chief Marketing Officer from 2003 to 2006, and other senior executive positions. •Spent more than twenty years with Hewlett-Packard Company in a variety of management and marketing leadership positions before joining Symantec Corporation (now Gen Digital Inc.). •Has served as a member of the boards of directors of PTC Inc. since August 2013 and Informatica Corporation since October 2019. •Previously served as a member of the boards of directors of International Game Technology Corporation from September 2010 to April 2015 and Electronics for Imaging, Inc. from November 2018 to July 2019.			RELEVANT SKILLS Ms. Chaffin has extensive senior management experience with large technology companies. As the former Group President, Consumer Business Unit of Symantec Corporation (now Gen Digital Inc.), a provider of security, storage and systems management solutions, Ms. Chaffin provides our Board of Directors with demonstrated expertise in strategic marketing and global operations in the software industry, as well as significant experience with corporate governance, executive compensation and cybersecurity matters. Ms. Chaffin also provides our Board of Directors with significant public company board experience, serving as a director of PTC Inc. and Informatica Corporation and previously as a director of Electronics for Imaging, Inc. and International Game Technology Corporation.


Bruce R. Chizen \| Independent

DIRECTOR SINCE: 2001 Age: 68 SYNOPSYS BOARD COMMITTEES: Compensation Committee			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •ChargePoint Holdings, Inc. •Informatica Corporation •Oracle Corporation


PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since April 2001. •Currently an independent consultant and has served as Senior Adviser since July 2008 and PGO Partner since June 2018 to Permira Advisers LLP. Served as Venture Partner with Voyager Capital from July 2009 to May 2023. •Served as a strategic adviser to Adobe Systems Incorporated (Adobe), a provider of design, publishing and imaging software for print, Internet and dynamic media production from November 2007 to November 2008. •Served as Adobe’s Chief Executive Officer from December 2000 to November 2007 and as its President from April 2000 to January 2005. Previously held various other positions at Adobe dating back to 1994. •Has served as a member of the boards of directors of Oracle Corporation since July 2008, ChargePoint Holdings, Inc. since December 2014, and Informatica Corporation since August 2015. •Previously served as a member of the board of directors of Adobe from December 2000 to April 2008.			RELEVANT SKILLS Mr. Chizen has significant expertise in the management of complex global organizations. As the former Chief Executive Officer of Adobe, Mr. Chizen provides our Board of Directors with executive-level insight into the challenges associated with operating a multi-billion dollar company in a high technology industry.


Mercedes Johnson \| Independent

DIRECTOR SINCE: 2017 Age: 69 SYNOPSYS BOARD COMMITTEES: Audit Committee (Chair)			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Analog Devices, Inc. •Teradyne, Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Intersil Corporation •Juniper Networks, Inc. •Maxim Integrated Products, Inc. •Millicom International Cellular S.A.


PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since February 2017. •Previously served as Interim Chief Financial Officer of Intersil Corporation from April 2013 to September 2013, Chief Financial Officer of Avago Technologies, Inc. from 2005 to 2008, and Senior Vice President, Finance and Chief Financial Officer of Lam Research Corporation from 1997 to 2004. •Has served as a member of the boards of directors of Teradyne, Inc. since July 2014 and Analog Devices, Inc. since August 2021. •Previously served as a member of the board of directors for a number of public companies, including Millicom International Cellular S.A., Storage Technology Corporation, Intersil Corporation, Micron Technology, Inc., Juniper Networks, Inc., and Maxim Integrated Products, Inc.			RELEVANT SKILLS Ms. Johnson brings a wealth of experience from her current and previous board and chief financial officer roles at public and private companies. She provides both a domestic and international perspective having served on the boards and audit committees of multi-billion dollar technology companies with a worldwide presence. Besides financial expertise, Ms. Johnson brings significant information technology and semiconductor experience, which she gained through various leadership positions at Avago Technologies, Inc., Lam Research Corporation and Applied Materials, Inc.


Robert G. Painter \| Independent

DIRECTOR SINCE: 2023 Age: 52 SYNOPSYS BOARD COMMITTEES: Governance Committee			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Trimble Inc.


PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since August 2023. •Has served as President and Chief Executive Officer and has served as a member of the board of directors of Trimble Inc. since January 2020. •Previously served as Trimble Inc.'s Chief Financial Officer from 2016 to 2019 and in several other leadership positions since joining Trimble in 2006. •Prior to Trimble Inc., Mr. Painter served in a variety of leadership positions at Cenveo, Rapt Inc., Bain & Company, Whole Foods Market and Kraft Foods.			RELEVANT SKILLS Mr. Painter has over two decades of experience in management and executive leadership roles at both public and private companies. He brings to our Board of Directors expertise in global business strategy, M&A and finance, having held such roles at various companies. Mr. Painter also has public company board experience, having served on Trimble’s board since 2020.


Jeannine P. Sargent \| Independent

DIRECTOR SINCE: 2020 Age: 59 SYNOPSYS BOARD COMMITTEES: Audit Committee Governance Committee			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Fortive Corporation •Proterra Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Cypress Semiconductor Corporation •Queen’s Gambit Growth Capital


PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since August 2020. •Has served as Operating Partner and Sr. Advisor at Katalyst Ventures Management LLC since January 2018. •Has served as a Senior Advisor at Generation Investment Management LLP, an investment firm focused on sustainable companies, since November 2017. •Has served as a Senior Advisor to Breakthrough Energy Ventures since December 2018 and as the Lead Director and member of the Investment Committee of Breakthrough Energy's Catalyst Funds since January 2023. •Held multiple leadership roles at Flex Ltd., a leading contract design, engineering and manufacturing company, including President of Innovation and New Ventures and President of Flex’s Energy business, from January 2012 to October 2017. •Previously served as Chief Executive Officer at both Oerlikon Solar AG, a thin-film silicon solar photovoltaic module manufacturer, and Voyan Technology, an embedded systems software provider. •Has served as a member of the boards of directors of Proterra Inc. since October 2018 and Fortive Corporation since February 2019. •Previously served as a member of the boards of directors of Queen’s Gambit Growth Capital from January 2021 until March 2022 and Cypress Semiconductor Corporation from December 2017 until its acquisition by Infineon Technologies AG in April 2020.			RELEVANT SKILLS Ms. Sargent has over 30 years of experience encompassing leadership, operations, marketing and engineering roles with a diverse mix of high technology hardware and software companies across various industries. Ms. Sargent has significant experience with the development and global launch of disruptive technology as well as executing investment and acquisition strategies, having served as the Chief Executive Officer and a board member of multiple companies. Additionally, Ms. Sargent has a strong background in corporate governance, executive compensation, cybersecurity and environmental, social and governance matters by way of experience gained through various leadership positions over her career.


John G. Schwarz \| Independent

DIRECTOR SINCE: 2007 Age: 73 SYNOPSYS BOARD COMMITTEES: Compensation Committee (Chair)			CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Teradata Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Avast PLC


PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since May 2007. •Currently the Chairman of Visier, Inc, a business analytics cloud-based software firm, and served as its co-founder and Chief Executive Officer from May 2010 to May 2020. •Previously served on the executive board of SAP AG from March 2008 to February 2010. •Was the Chief Executive Officer of Business Objects S.A., a provider of business intelligence software and services, from September 2005 through its acquisition by SAP in January 2008, and served as the Chief Executive Officer of SAP’s Business Objects unit through February 2010. •Served on Business Objects S.A.'s board of directors from January 2006 until its acquisition in January 2008. •Has also served as the President and Chief Operating Officer of Symantec Corporation (now Gen Digital Inc.) and as President and Chief Executive Officer of Reciprocal Inc. •Previously spent 25 years at IBM Corporation, where he was most recently General Manager of IBM’s Industry Solutions Unit. •Has served as a member of the board of directors of Teradata Corporation since September 2010. •Previously served as a member of the board of directors of Avast PLC from December 2011 to September 2022, including as Chairman from 2014 to September 2022 upon completion of its merger with NortonLifeLock, Inc. (now Gen Digital Inc.).			RELEVANT SKILLS As the former Chief Executive Officer of Business Objects S.A., Mr. Schwarz led a large international software company and brings to our Board of Directors extensive management expertise and knowledge of the software industry. Furthermore, Mr. Schwarz provides significant cybersecurity experience to our Board of Directors through his previous roles at Symantec Corporation (now Gen Digital Inc.) and Avast PLC as well as his current role at Visier, Inc. Mr. Schwarz understands the complexities of leading a global organization and operating in international markets. Mr. Schwarz also provides our Board of Directors with public company board experience.




			•An understanding of the EDA, semiconductor, electronics, software and/or technology industries. •Experience in business operations, finance, marketing, strategic planning and other relevant disciplines. •Professional background such as executive leadership experience and other public company board service. •Expertise in the industries in which Synopsys operates.						•Personal integrity, interpersonal skills, and ability to represent the best interests of all of our stockholders. •Personality characteristics to ensure a collaborative and cohesive Board of Directors. •Ability to fully participate in Board activities, including preparation for, attendance at and active participation in meetings. •Whether a candidate holds any positions that would conflict with their responsibilities to the Board of Directors or the interests of Synopsys.
			•Diversity, including diversity of personal background and professional experience, qualifications and skills as well as age, gender, sexual orientation and ethnic diversity.


	1 IDENTIFY	The Governance Committee considers candidates suggested by current Board members and management, third-party executive search firms, and properly presented stockholder nominations.

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	2 EVALUATE	The Governance Committee evaluates suggested candidates for appropriate experience, qualifications, diverse backgrounds, skills and attributes in light of our business environment, strategic needs, existing Board composition, and against any legal requirements concerning Board composition.

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	3 RECOMMEND	After completing the evaluation, the Governance Committee makes a recommendation to the Board of Directors as to whether such candidate should be nominated to our Board of Directors.

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	4 NOMINATE	Our Board of Directors evaluates the candidate after the recommendation of the Governance Committee and, if appropriate, nominates the candidate for election to our Board of Directors.


COMMITTEE						PRIMARY AREAS OF RISK OVERSIGHT

						•Assess risks related to financial reporting and controls. •Supervise the work performed by our independent registered public accounting firm and our internal audit function. •Supervise our anonymous and confidential ethics reporting system, which encourages and allows any employee to submit concerns directly to senior management and the Audit Committee. •Assess risks relating to our investments, financing activities, taxes and world-wide insurance programs. •Review and approval of related person transactions. •Evaluate enterprise risk issues associated with financial reporting, accounting, auditing and tax matters.


						•Assess risks related to our cash and equity compensation programs and practices. •Conduct an annual review of our company-wide compensation arrangements. •Oversee and periodically discuss with management the implementation and effectiveness of our policies, strategies, programs and practices related to our human capital management function. •Oversee risks related to organizational development matters, including human capital management.


						•Assess risks related to our overall corporate governance, including our governance policies and principles. •Review and provide feedback on the composition and structure of our Board and committees, including annual evaluation of our Board and committees and periodic review of director and executive officer succession plans. •Evaluate risks related to information technology security, cybersecurity and data security. •Oversee risks related to certain ESG matters, including environmental, social and climate-related risks, and coordinate with the Audit Committee and Compensation Committee to oversee risks relating to other ESG matters.




			Cybersecurity

Information technology and data security, particularly cybersecurity, is a top area of focus for our Board of Directors, who views our focus in these areas as essential for the success of our company and the broader technology industry in which we operate. Our Board of Directors is actively involved in overseeing cybersecurity risk management. At least once a year, senior management, including our Chief Information Security Officer (CISO), present to the Board of Directors on Synopsys' cybersecurity performance and risk profile. Further, senior management and our CISO presents biannually to the Governance Committee on Synopsys' cybersecurity risk oversight activities and cybersecurity preparedness efforts. The Governance Committee, a majority of which are individuals with a strong background in cybersecurity and related matters, meets with these members of senior management to review our information technology and data security policies and practices, and to assess current and projected threats, cybersecurity incidents and related risks. Our CISO reports directly to our executive management team and advises the company on cybersecurity risks and assesses the effectiveness of information technology and data security processes. The materials presented to our Board and Governance Committee include updates on our data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation related goals, our incident response plan, and certain cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks. Our cybersecurity program includes: (1) an enterprise risk management program that includes cybersecurity risks in the context of our business strategy; (2) security and privacy reviews designed to identify risks from new features, software, suppliers, and vendors; (3) a vulnerability management program designed to identify software vulnerabilities; (4) a variety of tools designed to monitor our networks, systems, and data for suspicious activity; (5) an internal red team program, which simulates cyber threats, intended to allow us to fix vulnerabilities before threat actors identify them; (6) a threat intelligence program designed to model and research our adversaries; and (7) a variety of privacy, cybersecurity, and incident response trainings and simulations. We conduct regular controlled penetration testing and annual cyber incident exercises to test the robustness of our data security protections. Synopsys’ cybersecurity policies and procedures are designed to align with multiple industry-recognized frameworks including the National Institute of Standards and Technology Cyber Security Framework (NIST CSF) and the ISO/IEC 27001 Information Security Management Framework and are assessed regularly by our internal auditors. We track our NIST CSF implementation through regular third-party maturity assessments that provide the basis for establishing performance goals for the coming period. In the last fiscal three years, we have not experienced any material information security breach incidences and the expenses we have incurred from information security breach incidences were immaterial. This includes penalties and settlements, of which there were none. Additional information regarding Synopsys' cybersecurity and privacy practices can be found on our website, including our 2023 Environmental, Social and Governance Report that we plan to furnish later this year, which are referenced for general information only and are not incorporated into this Proxy Statement.


2019	2020	2021	2024

Promoted Sassine from co-General Manager to sole General Manager of Design Group to drive continued revenue growth and operating efficiency for Synopsys’ largest business group.	Promoted to COO to leverage Sassine’s positive impacts on our innovative fusion platform strategy and implementation, and to drive even more effective partnering across our semiconductor and system design segment.	Promoted to President and COO, after Sassine demonstrated a profoundly positive impact on Synopsys by bolstering our EDA and IP strategy and portfolio, enhancing a strong management team and providing exceptional leadership for our employees.	Promoted to President and CEO, as over his 25-year career at Synopsys, Sassine embodied our values and culture, drove our innovative technology, showed strong operational experience in running the company, and built deep, trusting relationships with our employees, customers, and eco-system stakeholders.



Our people are expected to promptly speak up if they believe Synopsys personnel or a Synopsys supplier, vendor, or channel partner is engaging in misconduct. Concerns can be raised with a manager, leadership, HR, Legal, Ethics & Compliance, or the Synopsys Integrity Helpline.



WHAT WE COMMUNICATE						HOW WE COMMUNICATE


Synopsys’ objective is to drive enduring stockholder value, and our communications with current and potential stockholders are intended to contribute to this goal. Key topics may include long-term strategy, near-term objectives, technology developments, capital allocation, mergers and acquisitions activity, corporate governance, succession planning, environment, talent management, and social issues.						•Quarterly earnings communications •Investor conference presentations •Frequent meetings with current and potential stockholders and security analysts via roadshows, bus tours, site visits, executive meetings and ongoing responsiveness to investor inquiries •Regular perception surveys to gauge investor and analyst sentiment •Offseason engagement with stockholders representing a significant portion of our voting shares •Proxy-related discussions



ENGAGEMENT, OUTREACH AND RESPONSE TO STOCKHOLDER FEEDBACK AND PROPOSAL


Who we spoke with •We proactively sought engagement with our large stockholders in fiscal 2023, representing approximately 60% of our total shares outstanding. •Nine of our large stockholders, representing approximately 30% of our total shares outstanding, agreed to speak with us. What we talked about •At our 2023 Annual Meeting, slightly more than 50% of votes cast approved a proposal to amend the existing right to call special meetings of stockholders in our bylaws to reduce the ownership threshold of 20% of our outstanding common stock to 10% and to eliminate the one-year holding requirement. •Topics included the stockholders’ policies on the right to call a special meeting and consideration of acceptable ownership percentage thresholds and holding period requirements for the right to call a special meeting. The topics also included various other matters such as governance structure, Board composition and refreshment, succession planning, human capital management and our sustainability efforts. What we heard •All but one stockholder we met with were comfortable with retaining a one-year holding requirement. •Preferred ownership thresholds varied significantly. While some stockholders supported a 10% ownership threshold, a majority of the stockholders we spoke with, in terms of number and percent ownership, preferred an ownership threshold greater than 10%, in some cases as high as 25%. However, a majority of the stockholders we spoke with also acknowledged a responsibility to be responsive to the successful stockholder proposal and, in some cases, acknowledged that a 15% ownership threshold would be acceptable. •The stockholders were supportive of our ESG-related initiatives and efforts, including for example, our climate-related initiatives, as well as the level of transparency regarding our ESG metrics and initiatives. What we did •As a result of the feedback that we received, the Board determined that it was in the best interest of our stockholders to amend our bylaws to provide for a 15% threshold while retaining the one-year holding requirement. The bylaws were amended in December 2023.			STOCKHOLDER OUTREACH (% OF STOCK OUTSTANDING)


Director	Audit Committee	Compensation Committee	Governance Committee
Dr. Aart J. de Geus, Executive Chair of the Board
Roy Vallee, Lead Independent Director(1)	l
Sassine Ghazi
Luis Borgen(1)	l
Marc N. Casper		l
Janice D. Chaffin		l	Chair
Bruce R. Chizen		l
Mercedes Johnson(1)	Chair
Robert G. Painter			l
Jeannine P. Sargent(1)	l		l
John G. Schwarz		Chair
Total committee meetings held in fiscal 2023	10	6	7



AUDIT COMMITTEE


Members			Mercedes Johnson (Chair), Luis Borgen, Jeannine P. Sargent and Roy Vallee


Number of fiscal 2023 meetings			Ten


Responsibilities			The Audit Committee acts on behalf of our Board of Directors, performing financial oversight responsibilities relating to the integrity of our financial statements, financial reporting processes and systems of internal accounting and financial controls, our internal audit function, the annual independent audit of our financial statements, and the engagement of our independent registered public accounting firm and evaluation of their performance and independence, as well as compliance with legal and regulatory requirements that pertain to our financial statements, internal controls over financial reporting and disclosure controls.


Independence			All members of our Audit Committee are considered independent under our Corporate Governance Guidelines, applicable federal securities laws and the Nasdaq Listing Standards.


Audit Committee financial experts			Our Board of Directors has determined that each of our current Audit Committee members, Mr. Borgen, Ms. Johnson, Ms. Sargent and Mr. Vallee, qualifies as an “audit committee financial expert” within the meaning of the regulations of the SEC.



COMPENSATION AND ORGANIZATIONAL DEVELOPMENT COMMITTEE


Members			John G. Schwarz (Chair), Marc N. Casper, Janice D. Chaffin and Bruce R. Chizen


Number of fiscal 2023 meetings			Six


Responsibilities			The Compensation Committee primarily reviews and approves our general compensation policies, sets compensation levels for our executive officers (including our Chief Executive Officer), administers our equity incentive plans, deferred compensation plans and 401(k) plan, and reviews our non-employee director compensation and recommends any changes to our Board of Directors for approval. The Compensation Committee also oversees and periodically discusses with management the implementation and effectiveness of our policies, strategies, programs and practices relating to our human capital management.


Independence			All members of our Compensation Committee are considered independent under our Corporate Governance Guidelines, applicable federal securities laws and the Nasdaq Listing Standards. Each member of the Compensation Committee is also a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act).



CORPORATE GOVERNANCE AND NOMINATING COMMITTEE


Members			Janice D. Chaffin (Chair), Robert G. Painter and Jeannine P. Sargent


Number of fiscal 2023 meetings			Seven


Responsibilities			The Governance Committee identifies and recommends to our Board of Directors candidates for membership on our Board of Directors and committees, reviews performance of our directors, oversees certain corporate governance matters, ESG matters and cybersecurity risk matters, and reviews such other matters relating to our management as appropriate. The Governance Committee also reviews and discusses with management our strategy regarding mergers and acquisitions and strategic investments. The Governance Committee’s policy regarding consideration of director candidates submitted by stockholders is set forth below under the heading “Stockholder Information.” The Governance Committee recommended the eleven nominees for election to our Board of Directors at the Annual Meeting.


Independence			All members of the Governance Committee are considered independent under our Corporate Governance Guidelines, applicable federal securities laws and the Nasdaq Listing Standards.