Synopsys

(d) Election of Director On May 23, 2022, in accordance with the applicable provisions of its amended and restated bylaws, the Board of Directors (the “ Board ”) of Synopsys, Inc. (“ Synopsys ”) increased the size of the Board from eight to ten directors and appointed Luis Borgen and Marc Casper (each an “ Appointee ” and together, the “ Appointees ”) to serve as directors effective immediately. The Board has determined that each Appointee qualifies as an independent director in accordance with the listing requirements and rules of the Nasdaq Stock Market LLC and Synopsys’ Corporate Governance Guidelines. The Board expects to appoint each of the Appointees to one or more committees of the Board at a later date. Mr. Borgen served as Chief Financial Officer of athenahealth, Inc. (“ athena ”), a provider of cloud-based healthcare products and services, from September 2019 to April 2022.

On May 13, 2022, Joseph Logan notified Synopsys, Inc. of his decision to transition from his role as Chief Revenue Officer at the conclusion of fiscal year 2022. Following such date, Mr. Logan will continue in an executive advisory role until the end of the first quarter of fiscal year 2023.

(e) Amendment of 2006 Employee Equity Incentive Plan; Amendment of Employee Stock Purchase Plan At the 2022 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Synopsys, Inc. (“ Synopsys ”) held on April 12, 2022, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “ Amended Employee Equity Plan ”) in order to, among other items, increase the number of shares of common stock available for issuance under the Amended Employee Equity Plan by 3,000,000. Synopsys’ Board of Directors (the “ Board ”) and the Compensation and Organizational Development Committee (the “ Compensation Committee ”) of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.

Amended and Restated Executive Incentive Plan On December 3, 2021, the Compensation and Organizational Development Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Synopsys, Inc. (the “ Company ”) approved an amendment and restatement of the Company’s Executive Incentive Plan (the “ EIP ” and, as amended, the “ Amended EIP ”), which provides for cash incentive awards and is applicable to officers of the Company as such term is defined in Rule 16a-1(f) under Section 16 of the Securities Exchange Act of 1934, as amended.

On November 28, 2021, Trac Pham notified Synopsys, Inc. (“ Synopsys ”) that he intends to retire as Chief Financial Officer of Synopsys in 2022.

On September 13, 2021, the Board of Directors of Synopsys, Inc. (“ Synopsys ”) appointed Sassine Ghazi, currently Chief Operating Officer of Synopsys, as President and Chief Operating Officer of Synopsys, effective as of November 1, 2021. Mr. Ghazi, age 51, joined Synopsys in March 1998 as an Application Engineer, and prior to his appointment as Chief Operating Officer, served as General Manager of the Design Group. Prior to joining Synopsys, Mr. Ghazi was a design engineer at Intel. Mr. Ghazi received his bachelor’s degree in Business Administration from Lebanese American University; a B.S.E.E from the Georgia Institute of Technology in 1993; and an M.S.E.E. from the University of Tennessee in 1995. There are no arrangements or understandings between Mr. Ghazi and any other persons pursuant to which Mr. Ghazi was named an officer of Synopsys. Mr.

On April 30, 2021, the Compensation and Organizational Development Committee of the Board of Directors of Synopsys, Inc. (the “ Company ”) approved a $2.775 million relocation assistance payment to Sassine Ghazi, the Company’s Chief Operating Officer, pursuant to a Relocation Assistance Agreement (the “ Relocation Agreement ”) to incentivize him to relocate to the San Francisco Bay Area, where the Company is headquartered. Such payment is subject to repayment by Mr. Ghazi if (i) the Company terminates his employment for cause or he resigns other than for good reason prior to December 31, 2023, pro-rated based on Mr. Ghazi’s termination date, or (ii) he fails to relocate by October 31, 2021.

(e) Amendment of 2006 Employee Equity Incentive Plan At the 2021 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Synopsys, Inc. (“ Synopsys ”) held on April 8, 2021, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “ Amended Employee Equity Plan ”), in order to, among other items, increase the number of shares of common stock available for issuance under the Amended Employee Equity Plan by 4,700,000. Synopsys’ Board of Directors (the “ Board ”) and the Compensation Committee of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.

On February 8, 2021, the Compensation Committee (the “ Committee ”) of the Board of Directors of Synopsys, Inc. (the “ Company ”) approved the Synopsys, Inc. Executive Severance Benefit and Transition Plan (the “ Severance Plan ”) to offer severance benefits to designated key employees outside of a change of control. Each of our current executive officers is covered under the Severance Plan, except Drs. de Geus and Chan. The Severance Plan provides that in the event a participant is terminated without cause or resigns for good reason, such participant shall be entitled to (i) a cash severance payment equal to (a) 12 months of his or her base salary and (b) the cost of 12 months of COBRA premiums, and (ii) six months of vesting acceleration of his or her equity awards that remain subject only to time-based vesting conditions.

(d) Election of Director On August 31, 2020, in accordance with the applicable provisions of its bylaws, the Board of Directors (the “ Board ”) of Synopsys increased the size of the Board from nine to ten directors and appointed Jeannine Sargent to serve as a director effective as of September 2, 2020. The Board expects to appoint Ms. Sargent to one or more committees of the Board at a later date. Ms. Sargent currently serves in investment advisory roles that are focused on industries ranging from AI solutions to energy and sustainability. She previously served as president of Innovation and New Ventures at Flex from 2012 to 2017. Before joining Flex, Ms. Sargent served as CEO of Oerlikon Solar and Voyan Technology. There are no arrangements or understandings between Ms. Sargent and any other persons pursuant to which Ms. Sargent was named a director of Synopsys. Ms.

(d) Appointment of Principal Operating Officer On August 17, 2020, Sassine Ghazi was promoted to Chief Operating Officer of Synopsys, Inc. (“ Synopsys ”) and was appointed by Synopsys’ Board of Directors as its principal operating officer, effective immediately. Mr. Ghazi, age 50, joined Synopsys in March 1998 as an Application Engineer and most recently served as General Manager of the Design Group. Prior to joining Synopsys, Mr. Ghazi was a design engineer at Intel. Mr. Ghazi received his bachelor’s degree in Business Administration from Lebanese American University; a B.S.E.E from the Georgia Institute of Technology in 1993; and an M.S.E.E. from the University of Tennessee in 1995. There are no arrangements or understandings between Mr. Ghazi and any other persons pursuant to which Mr. Ghazi was named an officer of Synopsys. Mr.

(e) Amendment of 2006 Employee Equity Incentive Plan; Amendment of Employee Stock Purchase Plan At the 2020 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Synopsys, Inc. (“ Synopsys ”) held on April 9, 2020, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “ Amended Employee Equity Plan ”), in order to, among other items, increase the number of shares of common stock available for issuance under the plan by 3,500,000. Synopsys’ Board of Directors (the “ Board ”) and the Compensation Committee of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.

(e) Amendment of 2006 Employee Equity Incentive Plan At the 2019 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Synopsys, Inc. (“ Synopsys ”) held on April 8, 2019, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “ Amended Employee Equity Plan ”), in order to, among other items, increase the number of shares of common stock available for issuance under the plan by 3,200,000. Synopsys’ Board of Directors (the “ Board ”) and the Compensation Committee of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.

(e) Amendment of 2006 Employee Equity Incentive Plan; Amendment of Employee Stock Purchase Plan At the 2018 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Synopsys, Inc. (“ Synopsys ”) held on April 5, 2018, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “ Amended Employee Equity Plan ”), in order to, among other items, increase the number of shares of common stock available for issuance under the plan by 3,000,000. Synopsys’ Board of Directors (the “ Board ”) and the Compensation Committee of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.

On December 8, 2017, Deborah A. Coleman notified Synopsys, Inc. (“ Synopsys ”) of her decision not to stand for re-election to Synopsys’ Board of Directors at Synopsys’ 2018 Annual Meeting of Stockholders (the “ 2018 Annual Meeting ”). Ms. Coleman will continue to serve as a director and audit committee chairperson of Synopsys until the election of directors at the 2018 Annual Meeting. Ms. Coleman’s decision to resign was not the result of any disagreement with Synopsys on any matter.

(e) Amendment of 2006 Employee Equity Incentive Plan; Approval of 2017 Non-Employee Directors Equity Incentive Plan At the 2017 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Synopsys, Inc. (“ Synopsys ”) held on April 6, 2017, Synopsys’ stockholders approved Synopsys’ 2006 Employee Equity Incentive Plan, as amended (the “ Amended Employee Equity Plan ”), in order to, among other items, increase the number of shares of common stock available for issuance under the plan by 5,000,000 shares. Synopsys’ Board of Directors (the “ Board ”) and the Compensation Committee of the Board previously approved the Amended Employee Equity Plan, subject to such stockholder approval. Synopsys’ executive officers are eligible to participate in the Amended Employee Equity Plan.

(d) Election of Director On February 14, 2017, the Board of Directors (the “ Board ”) of Synopsys increased the size of the Board from ten to eleven directors and appointed Mercedes Johnson to serve as both a director and an Audit Committee member effective on such date. Ms. Johnson previously served as 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. Ms. Johnson will participate in Synopsys’ standard non-employee director compensation arrangements, under which she will receive an annual cash retainer of $125,000 payable in advance in quarterly installments. Ms. Johnson will also receive equity awards as provided by Synopsys’ 2005 Non-Employee Directors Equity Incentive Plan (the “ Directors Plan ”).

On January 27, 2017, Brian Beattie, Executive Vice President of Business Operations and Chief Administrative Officer of Synopsys, Inc. (“ Synopsys ”), informed Synopsys of his intention to retire effective December 22, 2017. Beginning May 1, 2017, Mr. Beattie will relinquish his duties as an executive officer, at which time he will transition into an executive advisory position for the remainder of his tenure. Synopsys has issued a press release announcing Mr. Beattie’s retirement. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On August 31, 2016, Alfred Castino notified Synopsys, Inc. (“ Synopsys ”) of his decision not to stand for re-election to Synopsys’ Board of Directors at Synopsys’ 2017 Annual Meeting of Stockholders (the “ 2017 Annual Meeting ”). Mr. Castino will continue to serve as a director and audit committee member of Synopsys until the election of directors at the 2017 Annual Meeting. Mr. Castino’s decision to resign was not the result of any disagreement with Synopsys on any matter.

Director or officer change (Item 5.02). Open the filing for details.