8-KLeadership ChangesExhibits & Filings

SYNOPSYS INC 8-K Report, Executive Changes (May 25, 2022)

Filed May 25, 2022For Securities:SNPS

Summary

Synopsys, Inc. (SNPS) announced a significant expansion of its Board of Directors, increasing its size from eight to ten members with the immediate appointment of two new independent directors: Luis Borgen and Marc Casper. This strategic move aims to leverage the extensive experience of these individuals, who bring deep financial and operational expertise from prominent companies within the healthcare and life sciences sectors, respectively. The addition of Mr. Borgen, former CFO of athenahealth, and Mr. Casper, CEO of Thermo Fisher Scientific, is expected to strengthen the board's oversight and strategic guidance as Synopsys continues its growth trajectory. Both new directors will participate in the company's standard non-employee director compensation structure, which includes an annual cash retainer and equity awards. This includes an initial stock option grant valued at $350,000 and a prorated restricted stock award valued at $175,000, vesting over time based on continued service. The appointment of these experienced individuals signals a commitment to enhancing corporate governance and benefiting from diverse, high-level industry perspectives.

Key Highlights

  • 1Synopsys expanded its Board of Directors from eight to ten members.
  • 2Luis Borgen, former CFO of athenahealth, was appointed as an independent director.
  • 3Marc Casper, CEO and Chairman of Thermo Fisher Scientific, was appointed as an independent director.
  • 4Both appointees are deemed independent according to Nasdaq listing requirements and company guidelines.
  • 5New directors will receive a $125,000 annual cash retainer.
  • 6Initial equity awards include a $350,000 stock option grant and a $175,000 prorated restricted stock award.
  • 7The company is entering into standard indemnification agreements with the new directors.

Frequently Asked Questions

Synopsys expanded its Board of Directors to add two new independent directors, Luis Borgen and Marc Casper. This decision was made to leverage their extensive experience and expertise, particularly in financial and executive leadership roles within major companies, to strengthen the board's strategic guidance and oversight.

Luis Borgen has a strong financial background, having served as Chief Financial Officer for companies like athenahealth and Vistaprint. Marc Casper is a seasoned executive with extensive experience at Thermo Fisher Scientific, where he holds the positions of President, Chief Executive Officer, and Chairman. Both are considered highly qualified and independent.

The new directors will be compensated according to Synopsys' standard non-employee director arrangements. This includes an annual cash retainer of $125,000, payable quarterly, and equity awards. Specifically, they received an initial stock option grant valued at $350,000 and a prorated restricted stock award valued at $175,000, both subject to vesting based on continued service.

The filing explicitly states that there are no arrangements or understandings with any other persons that led to their appointment. Furthermore, neither appointee has any known family relationships with Synopsys' current directors or officers, nor any direct or indirect material interest in any transaction requiring reporting under Regulation S-K. They are also subject to standard indemnification agreements.