Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In its amended current report on Form 8-K/A filed on December 17, 2021, Cadence
Design Systems, Inc. (the "Company") disclosed that it anticipated issuing
long-term performance awards in January 2022 (the "2022 LTP Awards") to its
executive officers, including its President and Chief Executive Officer, Anirudh
Devgan, Ph.D. The Company granted the 2022 LTP Awards to Dr. Devgan and other
executive officers under the Company's Omnibus Equity Incentive Plan on January
13, 2022.
Dr. Devgan's 2022 LTP Award consists of 409,208 restricted stock units ("RSUs")
having a grant date fair value equal to $20,534,057. The 2022 LTP Award is 100%
performance based and has a five-year performance period ending March 15, 2027,
with the ability to vest in a portion of the award at the end of a three-year
performance period ending March 15, 2025 and a four-year performance period
ending March 15, 2026. The 2022 LTP Award will vest based on the Company's stock
performance exceeding both absolute stock price and relative total shareholder
return ("TSR") hurdles, calculated based on a 20-trading day trailing average,
at the end of the applicable performance period. The threshold and maximum stock
price targets are $245.00 and $359.00, respectively, which were based on the
20-trading day trailing average of $179.05 at the time of the grant. The
relative TSR hurdle requires performance equal to or in excess of the 35th
percentile of the companies included in either the S&P MidCap 400 Information
Technology Index or the S&P 500 IT Index. The 2022 LTP Award also includes a
mandatory holding period that lapses one year after vesting (subject to
accelerated distribution for certain termination events).
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