8-KLeadership ChangesOther EventsExhibits & Filings

SYNOPSYS INC 8-K Report, Executive Changes (Dec 15, 2008)

Filed December 15, 2008For Securities:SNPS

Summary

This 8-K filing from Synopsys Inc. (SNPS) on December 15, 2008, primarily details actions taken by the Compensation Committee of the Board of Directors regarding executive compensation for fiscal years 2008 and 2009. Key decisions include the approval of fiscal 2008 cash bonus payments based on company performance, and the establishment of the 2009 Executive Incentive Plan (EIP) with performance criteria focused on revenue, operating margin, and revenue backlog for fiscal years 2009, 2010, and 2011. Furthermore, the filing outlines the vesting of previously granted performance-based Restricted Stock Units (RSUs) due to the achievement of fiscal 2008 non-GAAP net income targets. It also details the grant of new stock options and performance-based RSUs for fiscal 2009, with specific vesting conditions tied to future performance. A new Compensation Recovery Policy was also adopted, allowing the company to recoup compensation in cases of financial restatements. Finally, the report identifies specific management members as "Officers" under Section 16 of the Securities Exchange Act.

Key Highlights

  • 1Synopsys approved fiscal 2008 cash bonus payments for named executive officers based on the company's achievement of performance objectives.
  • 2The 2009 Executive Incentive Plan (EIP) was approved, setting performance criteria for fiscal 2009 bonuses, including revenue targets, non-GAAP operating margin, and revenue backlog for fiscal years 2009-2011.
  • 3A minimum threshold of 90% achievement of performance objectives is required for executive bonuses under the 2009 EIP.
  • 4Certain previously granted performance-based RSUs began vesting as of December 3, 2008, due to the achievement of fiscal 2008 non-GAAP net income targets.
  • 5New stock options and performance-based RSUs were granted to named executive officers, with vesting contingent on future company performance.
  • 6A Compensation Recovery Policy was adopted, enabling the company to recoup incentive compensation if financial results are restated and lower compensation would have been earned.
  • 7Specific individuals were officially designated as "Officers" of the company under SEC Rule 16a-1(f).

Frequently Asked Questions

The key performance metrics for fiscal 2009 executive bonuses include the company's fiscal 2009 revenue target, fiscal 2009 non-GAAP operating margin target, fiscal 2010 revenue backlog target, and fiscal 2011 revenue backlog target. A minimum threshold of 90% weighted average achievement of these objectives is required.

The vesting of certain previously granted performance-based RSUs was triggered by the company achieving a pre-determined level of non-GAAP net income for fiscal year 2008. This resulted in 25% of those RSUs beginning to vest as of December 3, 2008.

The Compensation Recovery Policy allows Synopsys to recover bonuses, incentive payments, or equity awards granted after January 1, 2009, if the compensation was based on financial results that are subsequently restated by the SEC, and less compensation would have been earned based on the restated figures. This policy aims to ensure executive compensation is aligned with accurate financial reporting.

For fiscal 2009, the base salaries and target bonuses for the named executive officers are: Aart de Geus ($500,000 base, $1,200,000 target bonus), Chi-Foon Chan ($450,000 base, $765,000 target bonus), Brian Beattie ($400,000 base, $500,000 target bonus), and Antun Domic ($390,000 base, $312,000 target bonus).