SYNOPSYS INC (Form: 8-K, Received: 11/29/2022 16:34:03)

SYNOPSYS, INC.

Dated: November 29, 2022

/S/ JOHN F. RUNKEL, JR.

John F. Runkel, Jr.

General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 28, 2022

SYNOPSYS, INC.

(Exact name of Registrant as specified in charter)

Delaware

000-19807

56-1546236

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

690 East Middlefield Road

Mountain View, California 94043

(Address of principal executive offices)

Registrant’s telephone number, including area code: (650) 584-5000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock
(par value of $0.01 per share)

SNPS

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)

On November 28, 2022, the Board of Directors (the “Board”) of Synopsys, Inc. (“Synopsys”) appointed Shelagh Glaser as Chief Financial Officer of Synopsys, effective as of December 2, 2022 (the “Effective Date”). In connection with her appointment, Ms. Glaser received an offer letter, which she executed on November 23, 2022 (the “Offer Letter”). Trac Pham will cease serving as Chief Financial Officer of Synopsys, effective as of the Effective Date, and will continue in an executive advisor role through December 2022 to ensure an orderly transition.

Ms. Glaser, age 58, was previously Chief Financial Officer of Zendesk, Inc., a software-as-a-service company, from May 2021 to November 2022. Prior to that, she served in senior finance roles at Intel Corporation, a multinational technology company, from July 1992 to May 2021. She served as Corporate Vice President, Chief Financial Officer and Chief Operating Officer for its Data Platform Group from July 2019 to May 2021, and as Chief Financial Officer for its Client Computing Group from December 2013 to July 2019. Ms. Glaser has served on the board of directors of PubMatic, Inc., a digital advertising company, since June 2022. Ms. Glaser holds a B.A. in Economics from the University of Michigan and an M.B.A. in Finance from Carnegie Mellon University

There are no arrangements or understandings between Ms. Glaser and any other persons pursuant to which Ms. Glaser was named an officer of Synopsys. Ms. Glaser does not have any family relationship with any of Synopsys’ directors or executive officers or any persons nominated or chosen by Synopsys to be a director or executive officer. Ms. Glaser has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K or Item 5.02(c) of Form 8-K.

Pursuant to the Offer Letter, Ms. Glaser will receive an initial base salary of $600,000 per year on a pro-rated basis. Ms. Glaser will be eligible to receive an annual cash incentive target opportunity equal to 100% of her base salary under Synopsys’ Executive Incentive Plan. Ms. Glaser will receive a $1,150,000 relocation assistance payment to assist with her relocation to the San Francisco Bay Area, where Synopsys is headquartered. Such payment is subject to repayment by Ms. Glaser if (i) Synopsys terminates her employment for cause or she resigns within two years of her employment start date, or (ii) she fails to relocate within 15 days of August 1, 2023.

In connection with her appointment and pursuant to the Offer Letter, Ms. Glaser will receive equity grants of shares of Synopsys common stock with an aggregate grant date value of $12,000,000, pursuant to the terms of Synopsys’ Amended and Restated 2006 Equity Incentive Plan (the “Equity Plan”), effective as of the Effective Date. These equity grants include a non-qualified stock option with a grant date value of $2,500,000, a restricted stock unit (“RSU”) award with a grant date value of $5,000,000, another RSU award with a grant date value of $2,000,000, and a performance-based RSU award with a grant date value of $2,500,000. Ms. Glaser will be eligible to receive annual equity awards in fiscal year 2023 with a grant date value of approximately $4,000,000 pursuant to the terms of the Equity Plan, subject to the approval of the Compensation and Organizational Development Committee of the Board and her satisfactory performance and continued employment as Synopsys’ Chief Financial Officer.

Ms. Glaser will be eligible to participate in the employee benefit plans and programs provided by Synopsys to other executive officers, including the Executive Severance Benefit and Transition Plan and the Executive Change of Control Severance Benefit Plan. Ms. Glaser’s compensation will also be subject to Synopsys’ Compensation Recovery Policy, as may be amended and restated from time to time. Descriptions of these arrangements can be found in the sections titled “Compensation Discussion and Analysis” and “Executive Compensation Tables” in Synopsys’ most recent proxy statement filed with the Securities and Exchange Commission on February 23, 2022.

The description of the Offer Letter in this Item 5.02 is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

In connection with her appointment as Chief Financial Officer, Synopsys entered into its standard form of indemnification agreement with Ms. Glaser, which requires Synopsys to indemnify her against certain liabilities that may arise as result of her status or service as an executive officer. This description of Ms. Glaser’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached as Exhibit 99.2 to Synopsys’ Form 8-K filed with the Securities and Exchange Commission on July 14, 2011.

Item 7.01.

Regulation FD Disclosure.

The press release announcing the appointment of Shelagh Glaser as Synopsys’ Chief Financial Officer is furnished as Exhibit 99.1 and incorporated by reference to Item 7.01 of this Current Report on Form 8-K.

The information furnished pursuant to this Item 7.01 (and the related information in Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Exhibit Title

10.1		Offer Letter dated November 23, 2022 by and between Shelagh Glaser and Synopsys, Inc.

99.1		Press release dated November 29, 2022 announcing the appointment of Shelagh Glaser as Chief Financial Officer of Synopsys, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Exhibit 10.1

Synopsys Inc.

690 East Middlefield Road

Mountain View, CA 94043-4010

T. 650.584.5000

www.synopsys.com

VIA E-MAIL

November 22, 2022

Dear Shelagh,

I am pleased to offer you the position of Chief Financial Officer (“CFO”) of Synopsys, Inc. (“Synopsys” or the “Company”). This is a regular full-time exempt position reporting to Aart de Geus, Chairman and Chief Executive Officer. As CFO, you will be a member of Corporate Staff.

Together, we are shaping how the world’s developers create innovative, high quality, secure products and applications that enable everything, everywhere, every day. In your role, you’ll experience and contribute to the Company’s foundational values of integrity, leadership, execution excellence, and passion! All Synopsys new hires are invited to attend our New Employee Welcome. In this session, we will share more about Synopsys’ culture, vision, and values, as well as various resources to help you succeed in your role.

Please review this letter carefully as we request you sign and return it.

Section 1 – Start Date

Unless we arrange separately, your first day of employment will be on or prior to December 2, 2022 (your “Start Date”), subject to the satisfactory completion by the Company of your background verification, credentials, and references. When you relocate to the Bay Area, your office will be at the Sunnyvale, California campus of our headquarters. You understand that your employment with the Company requires your undivided attention and effort, and that you must always be loyal to Synopsys and act in its best interests. We value executive involvement in civic, charitable, professional, and academic activities and committees of outside entities; and service on one public board of directors, provided that such activities do not create a potential or actual conflict of interest or interfere with the performance of your duties to the Company. Such activities are subject to prior approval by the Company.

Section 2 – Cash Compensation

2.1 Base Compensation: Your starting base compensation is $600,000 per year, subject to applicable taxes and deductions. Your base compensation will be paid bi-weekly and is subject to periodic review and adjustment at the discretion of the Company.

2.2 Bonus: You will participate in our Executive Incentive Plan (the “EIP”), with a target bonus of 100% of your base compensation, which will be prorated in accordance with your time in position during the fiscal year. The Company may make adjustments to the targeted amount of your bonus and may amend or replace the EIP at any time. Your bonus, if any, will be payable in the fiscal year following the close of the performance year, provided that you are employed and in good standing with the Company through the date of the payment and satisfy the terms and conditions of the applicable bonus plan.

Shelagh Glaser

November 22, 2022

Page 2 of 5

2.3 Relocation Assistance Payment: You will receive a relocation assistance payment of $1,150,000, subject to applicable taxes and withholdings, which will be advanced to you in full on the second regularly scheduled payroll date after your Start Date (the “Relocation Assistance Payment”). The gross amount of the Relocation Assistance Payment is subject to repayment (i) within 30 days of your termination date if your employment is terminated for Cause¹ or if you resign within two years of your Start Date, or (ii) within 15 days of August 1, 2023 should you fail to relocate to the San Franciso Bay Area by such date. The Relocation Assistance Payment is intended to serve as a one-time, full, and complete benefit to assist you with your relocation to the San Francisco Bay Area (including, but not limited to, expenses incurred for airline travel, hotel accommodations/apartment rentals, home purchase, movers, etc.).

Section 3 – Equity Compensation

3.1 Total Equity Award: In connection with your employment by the Company, we will recommend to our Compensation and Organizational Development Committee (the “Committee”) that you be issued equity grants with an aggregate grant date value of $12,000,000, as outlined in Sections 3.1.1 to 3.1.4 below. The grant date value of Synopsys equity grants is determined in accordance with our standard policies. In addition, the terms of these equity grants are governed exclusively by the Company’s 2006 Employee Equity Incentive Plan and the grant agreements applicable to such grants. You will need to accept the terms of these grants through your E*Trade account in order to be eligible to vest in and retain such grants. The grant date value described in this Section 3 does not represent the actual value that you may realize upon vesting or exercise of the grants, which may be more or less. Any and all equity grants whenever made to you are determined by, and subject to the approval of, the Committee in its sole discretion.

3.1.1 Option Award: You will be eligible to receive a non-qualified stock option award to acquire shares of Synopsys common stock with a grant date value of $2,500,000. The option shall vest over four years, with twenty five percent (25%) of the shares subject to the option becoming exercisable one year from the date of grant, and the remainder vesting in equal quarterly increments over the remaining three-year period, in each case, subject to your continuous service to the Company on the applicable vesting date.

3.1.2 Restricted Stock Units (RSUs): You will be eligible to receive an RSU award with a grant date value of $5,000,000. These RSUs shall vest in four equal annual installments over a four-year vesting schedule measured from the vesting commencement date, subject to your continuous service to the Company on the applicable vesting date.

3.1.3 Short-Term Vest Restricted Stock Unit: You will be eligible to receive an RSU award with a grant date value of $2,000,000, which shall vest in full on June 15, 2023 subject to your continuous service to the Company on such date.

3.1.4 Performance Restricted Stock Units (PRSUs): You will be eligible to receive a performance-based restricted stock unit grant with a grant date value of $2,500,000. These PRSUs shall be subject to a two-year revenue growth goal as well as a funding modifier based on relative total shareholder return. The terms of this grant, including the vesting conditions, will be set forth in your PRSU grant agreement.

“Cause” is defined to include, but is not limited to: (1) employee has been convicted of an act of personal dishonesty in connection with the employee’s responsibilities at the Company which resulted in material harm to the Company; (2) employee has been convicted of a felony or any act of moral turpitude which resulted in material harm to the Company; (3) employee commits any willful or grossly negligent act that constitutes gross misconduct and/or injures, or is reasonably likely to injure, the Company; or (4) employee substantially fails to perform her job duties and/or willfully and materially violates any written policies or procedures of the Company.

Shelagh Glaser

November 22, 2022

Page 3 of 5

3.1.5 Fiscal 2023 Equity Awards: In addition to your new hire equity awards, subject to satisfactory performance and your continued employment as our Chief Financial Officer, we will recommend to the Committee that you receive annual equity grants in the Company’s 2023 fiscal year having a grant date value of approximately $4,000,000 in such mix of equity types, and with such terms and conditions that the Committee deems appropriate.

Section 4 – Other Benefits

4.1 Employee Benefit Plans: You will be eligible to participate in Synopsys’ comprehensive benefits plans, which include healthcare and wellness benefits, life insurance, employee stock purchase plan, 401(k), time off, and other valuable programs. Company benefits are outlined in Synopsys’ Benefits Guide, which will be provided upon commencement of your employment. The Company reserves the right to change and/or modify its benefits offerings at any time.

4.2 Severance Benefits Plan: You will be eligible to participate in the Company’s Executive Severance Benefit and Transition Plan, subject to all of the terms and conditions of such plan as in effect from time to time. Details and governing terms will be provided upon commencement of your employment.

4.3 Change in Control Plan: You will be eligible to participate in the Company’s Executive Change of Control Severance Benefit Plan, subject to all of the terms and conditions of such plan as in effect from time to time. Details and governing terms will be provided upon commencement of your employment.

Section 5 – Corporate Staff Policies

5.1 Share Ownership: You will be required to comply with share ownership guidelines maintained by the Company from time to time. In general, the current policy requires you to acquire and hold at least 6,500 shares of the Company’s common stock (or a greater number of shares with a minimum value of $1,100,000 in the event of certain stock price declines) within four years from your Start Date. Further details will be provided to you upon commencement of your employment.

5.2 Compensation Recovery: You will be required to comply with the compensation recovery policies maintained by the Company from time to time. In general, the current policy allows the Company to require reimbursement of all or a portion of any compensation received by you if the compensation was predicated upon achieving certain financial results that were subsequently restated. Further details will be provided to you upon commencement of your employment.

Shelagh Glaser

November 22, 2022

Page 4 of 5

Section 6 – Contingencies

6.1 Representation and Obligations: This offer is contingent upon your representation that you are not subject to any confidentialy, non-competition agreement, or a similar type of restriction that may affect your ability to devote your full time and attention to your work with the Company. If you have entered into any agreement that may limit your ability to work for or on behalf of the Company, please provide a copy of such agreement as soon as possible.

6.2 Employment Agreement and Code of Ethics and Business Conduct: This offer is contingent upon your entering into the Company’s Proprietary Information, Arbitration, and Employment Agreement, which will be provided to you in advance of your Start Date. By accepting this offer of employment, you also agree to abide by the Company’s Code of Ethics and Business Conduct as in effect from time to time. You also agree to observe all other rules and regulations that the Company has, or may establish, governing the conduct of its business and/or its employees, including but not limited to our Insider Trading Policy and Section 16 Officer and Director Trading Procedures.

6.3 COVID-19 Vaccination: Throughout the COVID-19 pandemic, the health and wellbeing of our employees and their families has been our greatest priority. Synopsys has joined many other companies in a commitment to adopt practices with the wellness of our communities in mind. In keeping with this stance, you will be asked to provide proof of full COVID-19 vaccination prior to commencing employment through a confidential and secure site as part of our onboarding process. Proof of vaccination is required unless you qualify for a medical or religious accommodation.

6.4 Other Contingencies: This offer is contingent upon (i) your return of a signed copy of this offer on or before November 23, 2022, and (ii) your ability to provide Synopsys with documents to verify your identity and your legal right to work in the United States. You must present this documentation on or prior to your Start Date.

Section 7 – General

7.1 Equal Opportunity Employer: At Synopsys, we pride ourselves on having a workforce with diverse backgrounds, experience, and ideas that collectively contribute to greater opportunities for innovation. We are an equal opportunity employer and prohibit discrimination against applicants and employees on the basis of any protected status. This policy applies to all terms and conditions of employment, including hiring, compensation, benefits, employee development, promotion, disciplinary action, transfer, educational assistance, and termination.

7.2 At-Will Employment: This offer of employment is one of employment-at-will, which means that the employment relationship is for an indefinite term and either you or the Company may end the employment relationship at any time, for any reason, with or without notice. While other terms and conditions of your employment contained in various policies and programs are subject to change with or without notice, your signature below signifies that you understand that this “at-will” relationship can be changed only by written agreement expressly for that purpose, signed by the Company’s Chief Executive Officer, or such officer’s appointed designee. In addition, you acknowledge and agree that the Company is free to change any of the terms and conditions of your employment at any time. Your signature further indicates that you acknowledge and agree that this Section 7.2 constitutes the complete understanding between you and Synopsys on the subject of how and when the employment relationship can be

Shelagh Glaser

November 22, 2022

Page 5 of 5

terminated or changed, and supersedes any and all prior discussions, agreements, and understanding between you and Synopsys, whether oral, written or implied.

Sincerely,

Jan Collinson

Human Resource and Facilities Officer

I accept this offer.

/s/ Shelagh Glaser

Shelagh Glaser

November 23, 2022

Date

December 2, 2022

Start Date

Exhibit 99.1

PRESS RELEASE

INVESTOR CONTACT:

Lisa L. Ewbank

Synopsys, Inc.

650-584-1901

Synopsys-ir@synopsys.com

EDITORIAL CONTACT:

Simone Souza

Synopsys, Inc.

650-584-6454

simone@synopsys.com

Synopsys Appoints Shelagh Glaser Chief Financial Officer

MOUNTAIN VIEW, Calif. – Nov. 29, 2022 – Synopsys, Inc. (Nasdaq: SNPS) today announced that it has appointed Shelagh Glaser as chief financial officer, effective December 2, 2022. Previous CFO Trac Pham, who announced his planned retirement in December 2021, will remain with the company through December 2022 to ensure an orderly transition.

“We are thrilled to add Shelagh to the Synopsys executive team,” said Aart de Geus, chairman and chief executive officer of Synopsys. “She brings not only an outstanding track record of financial and operational experience in both software and semiconductor industries, but superb experience scaling larger businesses while continually driving profitability. Her skills and experience, complemented by her positive energy and ability to manage complex business situations, will be a great asset to Synopsys to achieve our exciting growth ambitions.”

Glaser joins Synopsys from Zendesk, a software-as-a-service CRM company, where she served as chief financial officer for the last two years. Prior to its acquisition by a consortium led by Hellman & Friedman and Permira, she led global finance, which includes finance and strategy, accounting, corporate reporting and forecasting, as well as procurement, real estate and investor relations. Glaser serves on the board of PubMatic, a leader in the digital advertising supply chain, and is a member of the audit committee.

Prior to joining Zendesk, Glaser grew her career at Intel over 29 years, most recently as a corporate vice president of Intel’s two largest business units. She served as CFO and chief operating officer for the Data Platform Group and the Client Computing Group. She holds an MBA from Carnegie Mellon University and a bachelor’s degree in economics from the University of Michigan.

“I’m excited to join Synopsys at this pivotal time, as we build on the company’s success over the past 35 years, its strong financial foundation, and industry leadership across the business,” said Glaser. “Synopsys’ position as a catalyst for the electronics industry and the growing importance of silicon and software to an expanding array of verticals, coupled with ambitious business growth plans, drew me to this opportunity. I look forward to leveraging my financial, strategic and operational experience in scaling large businesses as we work together to achieve our ambitions.”

“We also want to particularly thank our retiring CFO, Trac Pham,” added de Geus. “In his 16 years at Synopsys, initially leading the financial planning function and for the last eight years as our CFO, Trac has not only built a great team, but he has also scaled our processes, governance, and corporate capabilities to empower the recent years of excellent growth and profitability improvement. We thank him for his willingness to work through what we expect to be an orderly transition and wish him the very best in his next endeavors.”

About Synopsys

Synopsys, Inc. (Nasdaq: SNPS) is the Silicon to Software^™ partner for innovative companies developing the electronic products and software applications we rely on every day. As an S&P 500 company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and offers the industry’s broadest portfolio of application security testing tools and services. Whether you’re a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing more secure, high-quality code, Synopsys has the solutions needed to deliver innovative products. Learn more at www.synopsys.com.