Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c)
On November 28, 2022, the Board of Directors (the "Board") of Synopsys, Inc.
("Synopsys") appointed Shelagh Glaser as Chief Financial Officer of Synopsys,
effective as of December 2, 2022 (the "Effective Date"). In connection with her
appointment, Ms. Glaser received an offer letter, which she executed on
November 23, 2022 (the "Offer Letter"). Trac Pham will cease serving as Chief
Financial Officer of Synopsys, effective as of the Effective Date, and will
continue in an executive advisor role through December 2022 to ensure an orderly
transition.
Ms. Glaser, age 58, was previously Chief Financial Officer of Zendesk, Inc., a
software-as-a-service company, from May 2021 to November 2022. Prior to that,
she served in senior finance roles at Intel Corporation, a multinational
technology company, from July 1992 to May 2021. She served as Corporate Vice
President, Chief Financial Officer and Chief Operating Officer for its Data
Platform Group from July 2019 to May 2021, and as Chief Financial Officer for
its Client Computing Group from December 2013 to July 2019. Ms. Glaser has
served on the board of directors of PubMatic, Inc., a digital advertising
company, since June 2022. Ms. Glaser holds a B.A. in Economics from the
University of Michigan and an M.B.A. in Finance from Carnegie Mellon University
There are no arrangements or understandings between Ms. Glaser and any other
persons pursuant to which Ms. Glaser was named an officer of Synopsys.
Ms. Glaser does not have any family relationship with any of Synopsys' directors
or executive officers or any persons nominated or chosen by Synopsys to be a
director or executive officer. Ms. Glaser has no direct or indirect material
interest in any transaction or proposed transaction required to be reported
under Section 404(a) of Regulation S-K or Item 5.02(c) of Form 8-K.
Pursuant to the Offer Letter, Ms. Glaser will receive an initial base salary of
$600,000 per year on a pro-rated basis. Ms. Glaser will be eligible to receive
an annual cash incentive target opportunity equal to 100% of her base salary
under Synopsys' Executive Incentive Plan. Ms. Glaser will receive a $1,150,000
relocation assistance payment to assist with her relocation to the San Francisco
Bay Area, where Synopsys is headquartered. Such payment is subject to repayment
by Ms. Glaser if (i) Synopsys terminates her employment for cause or she resigns
within two years of her employment start date, or (ii) she fails to relocate
within 15 days of August 1, 2023.
In connection with her appointment and pursuant to the Offer Letter, Ms. Glaser
will receive equity grants of shares of Synopsys common stock with an aggregate
grant date value of $12,000,000, pursuant to the terms of Synopsys' Amended and
Restated 2006 Equity Incentive Plan (the "Equity Plan"), effective as of the
Effective Date. These equity grants include a non-qualified stock option with a
grant date value of $2,500,000, a restricted stock unit ("RSU") award with a
grant date value of $5,000,000, another RSU award with a grant date value of
$2,000,000, and a performance-based RSU award with a grant date value of
$2,500,000. Ms. Glaser will be eligible to receive annual equity awards in
fiscal year 2023 with a grant date value of approximately $4,000,000 pursuant to
the terms of the Equity Plan, subject to the approval of the Compensation and
Organizational Development Committee of the Board and her satisfactory
performance and continued employment as Synopsys' Chief Financial Officer.
Ms. Glaser will be eligible to participate in the employee benefit plans and
programs provided by Synopsys to other executive officers, including the
Executive Severance Benefit and Transition Plan and the Executive Change of
Control Severance Benefit Plan. Ms. Glaser's compensation will also be subject
to Synopsys' Compensation Recovery Policy, as may be amended and restated from
time to time. Descriptions of these arrangements can be found in the sections
titled "Compensation Discussion and Analysis" and "Executive Compensation
Tables" in Synopsys' most recent proxy statement filed with the Securities and
Exchange Commission on February 23, 2022.
The description of the Offer Letter in this Item 5.02 is qualified in its
entirety by reference to the full text of the Offer Letter, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with her appointment as Chief Financial Officer, Synopsys entered
into its standard form of indemnification agreement with Ms. Glaser, which
requires Synopsys to indemnify her against certain liabilities that may arise as
result of her status or service as an executive officer. This description of
Ms. Glaser's indemnification agreement is qualified in its entirety by the full
text of the form of indemnification agreement, which is attached as Exhibit 99.2
to Synopsys' Form 8-K filed with the Securities and Exchange Commission on
July 14, 2011.
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Item 7.01. Regulation FD Disclosure.
The press release announcing the appointment of Shelagh Glaser as Synopsys'
Chief Financial Officer is furnished as Exhibit 99.1 and incorporated by
reference to Item 7.01 of this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01 (and the related
information in Exhibit 99.1) shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and shall not be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Title
10.1 Offer Letter dated November 23, 2022 by and between Shelagh Glaser
and Synopsys, Inc.
99.1 Press release dated November 29, 2022 announcing the appointment of
Shelagh Glaser as Chief Financial Officer of Synopsys, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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