8-K/ALeadership ChangesOther EventsExhibits & Filings

CADENCE DESIGN SYSTEMS INC 8-K/A Report, Executive Changes (Dec 17, 2021)

Filed December 17, 2021For Securities:CDNS

Summary

This 8-K/A filing from Cadence Design Systems Inc. (CDNS) serves as an amendment to a prior filing, providing updated details on the compensation arrangements for key executive transitions. Specifically, it elaborates on the employment agreement for Anirudh Devgan, who officially became President and CEO on December 15, 2021, succeeding Lip-Bu Tan. The filing outlines Mr. Devgan's base salary, bonus potential, and a significant stock option award, detailing the vesting schedule and severance provisions in various termination scenarios, including a "Change in Control" event. Additionally, the report details the terms of Lip-Bu Tan's transition to Executive Chairman and subsequent non-officer employee role through March 31, 2024. Mr. Tan's compensation for his Executive Chairman role is also specified. The company also anticipates issuing Long-Term Performance (LTP) awards in January 2022, which will be measured against stock price hurdles and relative total shareholder return, consistent with prior awards. Investors should note these executive compensation details and transition plans as they relate to leadership continuity and potential future equity dilution.

Key Highlights

  • 1Anirudh Devgan officially assumed the role of President and CEO on December 15, 2021.
  • 2Mr. Devgan's compensation includes an annual base salary of $725,000, a target bonus of 125% of base salary, and a $15,000,000 stock option award vesting over three years.
  • 3The filing details severance benefits for Mr. Devgan under various termination scenarios, including "Cause" termination by the Company or "Constructive Termination" by Mr. Devgan.
  • 4Enhanced severance benefits, including accelerated equity vesting and increased cash payments (150% and 187.5% of base salary), are provided if termination occurs within a specific window around a "Change in Control."
  • 5Lip-Bu Tan transitions to Executive Chairman with an annual base salary of $600,000 and a 115% target bonus, and will continue as a non-officer employee until March 31, 2024.
  • 6Cadence plans to issue 2022 Long-Term Performance (LTP) awards in January 2022, tied to absolute stock price hurdles and relative total shareholder return over a five-year performance period.

Frequently Asked Questions

Anirudh Devgan's employment agreement includes an annual base salary of $725,000, a target bonus opportunity of 125% of his base salary, and a significant stock option award valued at $15,000,000, which vests over three years starting January 15, 2022.

In the event of termination by the Company without "Cause" or by Mr. Devgan due to a "Constructive Termination," he is entitled to benefits including continued employment as a non-executive for up to a year, accelerated vesting of certain equity awards over 18 months, and financial compensation. These benefits are enhanced significantly if such termination occurs within three months before or 13 months after a "Change in Control."

Lip-Bu Tan has transitioned to Executive Chairman, with an annual base salary of $600,000 and a target bonus of 115% of his base salary. He will continue in this role until determined otherwise by the parties and then serve as a non-officer employee through March 31, 2024.

The company anticipates issuing LTP awards in January 2022 to executive officers. These awards will have a five-year performance period and their vesting will be contingent upon achieving specific absolute stock price hurdles and the Company's relative total shareholder return, consistent with previous LTP awards.