01—Abstract
Summary
Summary of the 10-K/A filed March 1, 2002. Cited figures are marked; the original filing is the authoritative source.
This filing for Synopsys Inc. (SNPS) for the period ending October 30, 2001, provides details on its board of directors, executive compensation, and security ownership.
The company has a seasoned leadership team with extensive experience in the technology sector, including co-founder Aart J. de Geus as CEO and Chairman. Executive compensation primarily consists of base salary, bonus, and significant stock option grants, reflecting a strong incentive structure tied to company performance and long-term value creation. Key financial highlights include substantial option grants to executives, with potential realizable values in the millions based on assumed stock appreciation.
The filing also details directors' compensation, which includes retainers, meeting fees, and stock option grants. Major shareholders include FMR Corp., J. & W.
Seligman & Co. Incorporated, and Blum Capital Partners, L.P., indicating significant institutional interest. The company also addresses compliance with Section 16(a) beneficial ownership reporting requirements and outlines executive termination and change of control provisions, which offer significant protections for top management in specific scenarios.
02—Key points
Key Highlights
- The board of directors comprises experienced individuals with diverse backgrounds in technology, finance, and academia, including co-founder and CEO Aart J. de Geus.
- Executive compensation is heavily weighted towards stock options, with significant grants made to named executive officers in fiscal year 2001.
- A substantial number of stock options are held by executive officers, with potential realizable values reaching millions of dollars under various appreciation scenarios.
- Directors receive annual retainers, meeting fees, and stock option grants as compensation for their service.
- The company had three major shareholders (FMR Corp., J. & W. Seligman & Co. Incorporated, and Blum Capital Partners, L.P.) holding over 10% of outstanding shares collectively as of January 2002.
- Synopsys has employment agreements with key executives that include severance packages and accelerated vesting of stock options upon termination without cause within a specified period following a change of control.
- The company reported compliance with Section 16(a) beneficial ownership reporting requirements for its directors, officers, and greater than ten percent stockholders, with a minor amendment noted for one individual.
03—Questions
Frequently Asked Questions
What is the general structure and experience level of Synopsys' board of directors and executive team?
Synopsys has a well-established board of directors and executive team with significant experience. The leadership includes co-founder Aart J. de Geus as CEO and Chairman, alongside other executives and directors who have held prominent roles at major technology and finance companies such as Intel, Adobe, Apple, and Applied Materials.
How are Synopsys' executive officers and directors compensated?
Executive officers' compensation includes base salary, bonuses, and stock option awards. Directors receive annual retainers, fees for meeting attendance, and automatic stock option grants. Stock options form a significant component of compensation for both executives and directors, aligning their interests with shareholders.
What are the implications of the change of control and termination provisions for executives?
The company has employment agreements that provide for substantial severance packages, including salary continuation, incentive payments, and full vesting of stock options, if an executive is terminated involuntarily (other than for cause) within 24 months following a change of control. In other involuntary termination scenarios, executives receive a lesser cash payment and benefits.
Who are the significant shareholders of Synopsys as of the filing date?
As of January 21, 2002, the largest beneficial owners holding more than five percent of Synopsys' common stock were FMR Corp. (10.73%), J. & W. Seligman & Co. Incorporated (10.14%), and Blum Capital Partners, L.P. (6.63%).
04—Continue