DEF 14A of Synopsys Inc, Feb 16, 2024

DEF 14A of Synopsys Inc

Filed Feb 16, 2024 · FY20230000883241-24-000006

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees Information regarding our nominees, including information they have furnished as to their principal occupations, certain other directorships they hold, or have held, and their ages as of February 12, 2024 (the Record Date), is set forth below. The section titled “Director Nominations” on page 20 of this Proxy Statement provides additional information on the director nomination process. The nominee descriptions below contain information about the experience, qualifications and skills that led the Governance Committee to determine that these nominees should serve as our directors. Other than Mr. Ghazi and Dr. de Geus, all nominees are independent as determined by the Board of Directors under our Corporate Governance Guidelines, applicable federal securities law and the Nasdaq Listing Standards. There are no family relationships among any of the director nominees, directors and/or any of Synopsys’ executive officers. In addition, no nominee has an arrangement or understanding with another person under which he or she was or is to be selected as a director or nominee.

  2. Our Director Nominees

    | Dr. Aart J. de Geus | Executive Chair of the Board of Directors | | | DIRECTOR SINCE: 1986 Age: 69 | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Applied Materials, Inc. | | PROFESSIONAL EXPERIENCE •Co-founded Synopsys, serving as a member of our Board of Directors since our inception and as Chair of our Board of Directors from 1986 to 1992 and from 1998 until his transition to Executive Chair of our Board of Directors in January 2024. •Has held a variety of positions since the inception of Synopsys in December 1986, including President, Chief Operating Officer, Senior Vice President of Engineering and Senior Vice President of Marketing. Dr. de Geus served as our Chief Executive Officer from January 1994 to December 2023. From May 2012 to April 2022, he shared the position of co-Chief Executive Officer with Dr. Chi-Foon Chan. •Has served as a member of the board of directors of Applied Materials, Inc. since July 2007. | RELEVANT SKILLS As a co-founder of Synopsys, Dr. de Geus led Synopsys for over 35 years and is considered a pioneer in the electronic design automation (EDA) industry. Dr. de Geus brings to our Board of Directors a unique and thorough understanding of our technology, business, industry and culture. Under his leadership, Synopsys has substantially diversified its business, including closing well over 100 M&A transactions. Dr. de Geus provides strong executive leadership and vision, maintains a global network of customer and industry relationships and has served as the keynote speaker at innumerable conferences and industry events. Dr. de Geus also provides our Board of Directors with public company board experience. |

  3. Our Director Nominees

    | Roy Vallee | Independent | Lead Independent Director | | | DIRECTOR SINCE: 2003 Age: 71 SYNOPSYS BOARD COMMITTEES: Audit Committee | FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Teradyne, Inc. | | PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since February 2003. •Served as Executive Chairman of the board of directors of Avnet, Inc., a global semiconductor/electronics products and IT distributor, from July 2011 to November 2012. •Served as Avnet, Inc.’s Chief Executive Officer and Chairman of the board of directors from July 1998 to June 2011. •Also previously served as Avnet, Inc.’s Vice Chairman, President, and Chief Operating Officer. •Previously served as a member of the board of directors of Teradyne, Inc. from February 2000 to May 2021, and as Chairman of the board of directors from May 2014 to May 2021. •Served as a member on the board of directors of the Federal Reserve Bank of San Francisco from January 2013 to December 2016, including as Chairman from January 2015 to December 2016. | RELEVANT SKILLS Mr. Vallee provides our Board of Directors with significant executive-level leadership expertise as well as thorough knowledge of the semiconductor industry. Mr. Vallee led Avnet, Inc. for over 14 years, as Chief Executive Officer and Executive Chairman, and understands the challenges of managing a public technology company in a highly competitive industry. Mr. Vallee also brings public company board experience to our Board of Directors and insight into macroeconomic conditions through his previous board role with the Federal Reserve Bank. |

  4. Our Director Nominees

    | 2024 Proxy Statement | 13 |

  5. Our Director Nominees

    | Sassine Ghazi | President and Chief Executive Officer | | | DIRECTOR SINCE: 2023 Age: 53 | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •None | | PROFESSIONAL EXPERIENCE •Joined our Board of Directors in August 2023. •Has held a variety of positions at Synopsys, including Chief Operating Officer from August 2020 to January 2024 and President since November 2021. Mr. Ghazi assumed the role of Chief Executive Officer in January 2024. Mr. Ghazi joined Synopsys in March 1998 as an applications engineer and held a series of sales positions with increasing responsibility, culminating in leadership of worldwide strategic accounts. Prior to his appointment as Chief Operating Officer, Mr. Ghazi was the general manager for all digital and custom products, the largest business group in Synopsys. •Prior to Synopsys, Mr. Ghazi was a design engineer at Intel. | RELEVANT SKILLS Mr. Ghazi brings to our Board of Directors multiple decades of chip design, applications engineering, customer support, sales, and business management experience. Over his 25-year career at Synopsys, Mr. Ghazi has driven our innovative technology, demonstrated strong operational experience in running the company, and built deep, trusting relationships with our employees, customers, and eco-system stakeholders. |

  6. Our Director Nominees

    | Luis Borgen | Independent | | | DIRECTOR SINCE: 2022 Age: 53 SYNOPSYS BOARD COMMITTEES: Audit Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Carter’s, Inc. •Eastern Bankshares, Inc. | | PROFESSIONAL EXPERIENCE •Has been a member of our Board of Directors since May 2022. •Previously served as the Chief Financial Officer of athenahealth, Inc. from September 2019 to April 2022, VistaPrint from 2017 to 2019, DAVIDsTEA Inc. from 2012 to 2017, and DaVita Inc. from 2010 to 2012. •Previously held several financial management positions at Staples Inc., including Senior Vice President, Finance, and served as a Captain in the U.S. Air Force. •Has served as a member of the board or directors of Carter’s, Inc. since 2021 and Eastern Bankshares, Inc. since 2016. | RELEVANT SKILLS Mr. Borgen has over 25 years of experience in senior finance positions at large multinational, public and private companies. He brings to our Board of Directors extensive financial expertise, having served as the chief financial officer of multiple companies. Mr. Borgen also has public company board experience as a member on the board of directors of Carter’s, Inc. and Eastern Bankshares, Inc. |

  7. Our Director Nominees

    | 14 | |

  8. Our Director Nominees

    | Marc N. Casper | Independent | | | DIRECTOR SINCE: 2022 Age: 55 SYNOPSYS BOARD COMMITTEES: Compensation Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Thermo Fisher Scientific Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •U.S. Bancorp | | PROFESSIONAL EXPERIENCE •Has been a member of our Board of Directors since May 2022. •Has served as the President and Chief Executive Officer of Thermo Fisher Scientific Inc. since October 2009, and has served as Chairman of the Board of Thermo Fisher Scientific Inc. since February 2020. •Has also served in senior leadership positions at Thermo Fisher Scientific Inc. from 2006 to 2009, including Chief Operating Officer. •Prior to the merger creating Thermo Fisher Scientific Inc. in 2006, Mr. Casper was responsible for all of Thermo Electron Corporation’s operating divisions and held various senior positions. •Before joining Thermo Electron Corporation in 2001, Mr. Casper was President, Chief Executive Officer and Director of Kendro Laboratory Products. •Has served as a member of the board of directors of Thermo Fisher Scientific Inc. since 2009. •Previously served as a member of the board of directors of U.S. Bancorp from 2016 to 2021. •Serves on the boards of directors of Wesleyan University, Mass General Brigham and the U.S.-China Business Council. | RELEVANT SKILLS Mr. Casper has over two decades of experience in executive leadership roles at large life sciences companies. He brings to our Board of Directors demonstrated expertise and knowledge in business strategy, innovation, growth, M&A, regulatory management and global operations. Mr. Casper also has public company board experience from his role as Chairman of Thermo Fisher Scientific Inc. and as a previous board member of U.S. Bancorp. |

  9. Our Director Nominees

    | 2024 Proxy Statement | 15 |

  10. Our Director Nominees

    | Janice D. Chaffin | Independent | | | DIRECTOR SINCE: 2014 Age: 69 SYNOPSYS BOARD COMMITTEES: Compensation Committee Governance Committee (Chair) | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Informatica Corporation •PTC Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Electronics for Imaging, Inc. | | PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since December 2014. •Previously served as Group President, Consumer Business Unit of Symantec Corporation’s Consumer Business (now Gen Digital Inc.) from April 2007 to March 2013, Executive Vice President and Chief Marketing Officer from 2006 to 2007 and Senior Vice President and Chief Marketing Officer from 2003 to 2006, and other senior executive positions. •Spent more than twenty years with Hewlett-Packard Company in a variety of management and marketing leadership positions before joining Symantec Corporation (now Gen Digital Inc.). •Has served as a member of the boards of directors of PTC Inc. since August 2013 and Informatica Corporation since October 2019. •Previously served as a member of the boards of directors of International Game Technology Corporation from September 2010 to April 2015 and Electronics for Imaging, Inc. from November 2018 to July 2019. | RELEVANT SKILLS Ms. Chaffin has extensive senior management experience with large technology companies. As the former Group President, Consumer Business Unit of Symantec Corporation (now Gen Digital Inc.), a provider of security, storage and systems management solutions, Ms. Chaffin provides our Board of Directors with demonstrated expertise in strategic marketing and global operations in the software industry, as well as significant experience with corporate governance, executive compensation and cybersecurity matters. Ms. Chaffin also provides our Board of Directors with significant public company board experience, serving as a director of PTC Inc. and Informatica Corporation and previously as a director of Electronics for Imaging, Inc. and International Game Technology Corporation. |

  11. Our Director Nominees

    | Bruce R. Chizen | Independent | | | DIRECTOR SINCE: 2001 Age: 68 SYNOPSYS BOARD COMMITTEES: Compensation Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •ChargePoint Holdings, Inc. •Informatica Corporation •Oracle Corporation | | PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since April 2001. •Currently an independent consultant and has served as Senior Adviser since July 2008 and PGO Partner since June 2018 to Permira Advisers LLP. Served as Venture Partner with Voyager Capital from July 2009 to May 2023. •Served as a strategic adviser to Adobe Systems Incorporated (Adobe), a provider of design, publishing and imaging software for print, Internet and dynamic media production from November 2007 to November 2008. •Served as Adobe’s Chief Executive Officer from December 2000 to November 2007 and as its President from April 2000 to January 2005. Previously held various other positions at Adobe dating back to 1994. •Has served as a member of the boards of directors of Oracle Corporation since July 2008, ChargePoint Holdings, Inc. since December 2014, and Informatica Corporation since August 2015. •Previously served as a member of the board of directors of Adobe from December 2000 to April 2008. | RELEVANT SKILLS Mr. Chizen has significant expertise in the management of complex global organizations. As the former Chief Executive Officer of Adobe, Mr. Chizen provides our Board of Directors with executive-level insight into the challenges associated with operating a multi-billion dollar company in a high technology industry. |

  12. Our Director Nominees

    | 16 | |

  13. Our Director Nominees

    | Mercedes Johnson | Independent | | | DIRECTOR SINCE: 2017 Age: 69 SYNOPSYS BOARD COMMITTEES: Audit Committee (Chair) | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Analog Devices, Inc. •Teradyne, Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Intersil Corporation •Juniper Networks, Inc. •Maxim Integrated Products, Inc. •Millicom International Cellular S.A. | | PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since February 2017. •Previously served as Interim Chief Financial Officer of Intersil Corporation from April 2013 to September 2013, Chief Financial Officer of Avago Technologies, Inc. from 2005 to 2008, and Senior Vice President, Finance and Chief Financial Officer of Lam Research Corporation from 1997 to 2004. •Has served as a member of the boards of directors of Teradyne, Inc. since July 2014 and Analog Devices, Inc. since August 2021. •Previously served as a member of the board of directors for a number of public companies, including Millicom International Cellular S.A., Storage Technology Corporation, Intersil Corporation, Micron Technology, Inc., Juniper Networks, Inc., and Maxim Integrated Products, Inc. | RELEVANT SKILLS Ms. Johnson brings a wealth of experience from her current and previous board and chief financial officer roles at public and private companies. She provides both a domestic and international perspective having served on the boards and audit committees of multi-billion dollar technology companies with a worldwide presence. Besides financial expertise, Ms. Johnson brings significant information technology and semiconductor experience, which she gained through various leadership positions at Avago Technologies, Inc., Lam Research Corporation and Applied Materials, Inc. |

  14. Our Director Nominees

    | Robert G. Painter | Independent | | | DIRECTOR SINCE: 2023 Age: 52 SYNOPSYS BOARD COMMITTEES: Governance Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Trimble Inc. | | PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since August 2023. •Has served as President and Chief Executive Officer and has served as a member of the board of directors of Trimble Inc. since January 2020. •Previously served as Trimble Inc.'s Chief Financial Officer from 2016 to 2019 and in several other leadership positions since joining Trimble in 2006. •Prior to Trimble Inc., Mr. Painter served in a variety of leadership positions at Cenveo, Rapt Inc., Bain & Company, Whole Foods Market and Kraft Foods. | RELEVANT SKILLS Mr. Painter has over two decades of experience in management and executive leadership roles at both public and private companies. He brings to our Board of Directors expertise in global business strategy, M&A and finance, having held such roles at various companies. Mr. Painter also has public company board experience, having served on Trimble’s board since 2020. |

  15. Our Director Nominees

    | 2024 Proxy Statement | 17 |

  16. Our Director Nominees

    | Jeannine P. Sargent | Independent | | | DIRECTOR SINCE: 2020 Age: 59 SYNOPSYS BOARD COMMITTEES: Audit Committee Governance Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Fortive Corporation •Proterra Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Cypress Semiconductor Corporation •Queen’s Gambit Growth Capital | | PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since August 2020. •Has served as Operating Partner and Sr. Advisor at Katalyst Ventures Management LLC since January 2018. •Has served as a Senior Advisor at Generation Investment Management LLP, an investment firm focused on sustainable companies, since November 2017. •Has served as a Senior Advisor to Breakthrough Energy Ventures since December 2018 and as the Lead Director and member of the Investment Committee of Breakthrough Energy's Catalyst Funds since January 2023. •Held multiple leadership roles at Flex Ltd., a leading contract design, engineering and manufacturing company, including President of Innovation and New Ventures and President of Flex’s Energy business, from January 2012 to October 2017. •Previously served as Chief Executive Officer at both Oerlikon Solar AG, a thin-film silicon solar photovoltaic module manufacturer, and Voyan Technology, an embedded systems software provider. •Has served as a member of the boards of directors of Proterra Inc. since October 2018 and Fortive Corporation since February 2019. •Previously served as a member of the boards of directors of Queen’s Gambit Growth Capital from January 2021 until March 2022 and Cypress Semiconductor Corporation from December 2017 until its acquisition by Infineon Technologies AG in April 2020. | RELEVANT SKILLS Ms. Sargent has over 30 years of experience encompassing leadership, operations, marketing and engineering roles with a diverse mix of high technology hardware and software companies across various industries. Ms. Sargent has significant experience with the development and global launch of disruptive technology as well as executing investment and acquisition strategies, having served as the Chief Executive Officer and a board member of multiple companies. Additionally, Ms. Sargent has a strong background in corporate governance, executive compensation, cybersecurity and environmental, social and governance matters by way of experience gained through various leadership positions over her career. |

  17. Our Director Nominees

    | 18 | |

  18. Our Director Nominees

    | John G. Schwarz | Independent | | | DIRECTOR SINCE: 2007 Age: 73 SYNOPSYS BOARD COMMITTEES: Compensation Committee (Chair) | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Teradata Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Avast PLC | | PROFESSIONAL EXPERIENCE •Has served as a member of our Board of Directors since May 2007. •Currently the Chairman of Visier, Inc, a business analytics cloud-based software firm, and served as its co-founder and Chief Executive Officer from May 2010 to May 2020. •Previously served on the executive board of SAP AG from March 2008 to February 2010. •Was the Chief Executive Officer of Business Objects S.A., a provider of business intelligence software and services, from September 2005 through its acquisition by SAP in January 2008, and served as the Chief Executive Officer of SAP’s Business Objects unit through February 2010. •Served on Business Objects S.A.'s board of directors from January 2006 until its acquisition in January 2008. •Has also served as the President and Chief Operating Officer of Symantec Corporation (now Gen Digital Inc.) and as President and Chief Executive Officer of Reciprocal Inc. •Previously spent 25 years at IBM Corporation, where he was most recently General Manager of IBM’s Industry Solutions Unit. •Has served as a member of the board of directors of Teradata Corporation since September 2010. •Previously served as a member of the board of directors of Avast PLC from December 2011 to September 2022, including as Chairman from 2014 to September 2022 upon completion of its merger with NortonLifeLock, Inc. (now Gen Digital Inc.). | RELEVANT SKILLS As the former Chief Executive Officer of Business Objects S.A., Mr. Schwarz led a large international software company and brings to our Board of Directors extensive management expertise and knowledge of the software industry. Furthermore, Mr. Schwarz provides significant cybersecurity experience to our Board of Directors through his previous roles at Symantec Corporation (now Gen Digital Inc.) and Avast PLC as well as his current role at Visier, Inc. Mr. Schwarz understands the complexities of leading a global organization and operating in international markets. Mr. Schwarz also provides our Board of Directors with public company board experience. |

  19. Our Director Nominees

    | 2024 Proxy Statement | 19 |

  20. Director Compensation Highlights

    Director Compensation Highlights •Fees for committee service and service on the Board •Emphasis on equity in the overall compensation mix •Full-value equity grants with time-based vesting •No performance-based equity awards or perquisites •Robust stock ownership guidelines •Stockholder-approved limits on non-employee director compensation •Policies prohibiting hedging and pledging by our directors

  21. Compensation Review Process

    Compensation Review Process Our non-employee directors are compensated for serving on our Board of Directors. We do not pay our employees who serve on our Board any additional compensation for Board membership. Our Compensation Committee reviews our non-employee director compensation with the assistance of a compensation consultant, Aon Reward Solutions (Aon), that it has determined to be objective and independent. The Compensation Committee reviews such compensation biennially, at a minimum, and recommends adjustments as appropriate. Our Compensation Committee believes, based in part on market data provided by Aon (including a survey of market practices and trends among our peer group and the software and semiconductor industries generally) and reviewed with our Compensation Committee, that a combination of cash and equity-based awards is the most effective and appropriate way to compensate our non-employee directors. As part of its periodic review process, both the cash and equity-based award elements are benchmarked by the Compensation Committee against our peer group and the aforementioned industries to ensure that the mix and levels are appropriate and competitive with comparable companies and align our directors’ interests with those of our stockholders. Other than the compensation disclosed below, no director received compensation or other payment in connection with his or her candidacy or service on our Board of Directors.

  22. Equity

    Equity For fiscal 2023, non-employee directors were eligible to receive equity awards under the 2017 Non-Employee Directors Equity Incentive Plan (the 2017 Directors Plan). The plan provides for automatic grants of equity awards to non-employee members of our Board of Directors upon their initial appointment or election, and upon their re-election each year. The 2017 Directors Plan contains stockholder-approved limits on the equity awards that may be awarded to non-employee directors in any fiscal year ($750,000 for initial awards and $500,000 for annual awards). Initial Awards. For fiscal 2023, under the 2017 Directors Plan, new non-employee directors were eligible to receive (1) a restricted stock award grant with a grant date fair value of $350,000, which vests in equal installments on the date immediately preceding each of the first three annual meetings following the date of grant, subject to continued Board service through each vesting date; and (2) if appointed to our Board of Directors less than eleven months since the most recent annual meeting of stockholders, an “interim award” in the form of restricted stock with a grant date fair market value equal to a pro-rated portion of the annual award of $175,000, which vests on the date immediately preceding the first annual meeting following the date of grant. For fiscal 2023, after considering the recommendations of our Compensation Committee and market data provided by Aon, Synopsys changed the form of the initial award for new non-employee directors from a stock option grant to a restricted stock award grant to reflect market practices and trends among our peer group.

  23. Equity

    Annual Awards. For fiscal 2023, under the 2017 Directors Plan, each re-elected non-employee director was eligible to receive an annual award comprised of either a stock option grant, a restricted stock grant or a combination of both, as determined by our Board of Directors each year. The annual award in fiscal 2023, which was comprised solely of restricted stock, had a grant date fair market value equal to approximately $175,000. The annual restricted stock award vests on the date immediately preceding the first annual meeting following the date of grant, subject to continued Board service through such date. In the event of a change of control or similar transaction, the vesting of unvested grants will generally accelerate unless assumed by the successor company. Our Board of Directors received restricted stock for the annual award for fiscal 2023 and, as a result, we issued 464 shares of restricted stock to each non-employee director, excluding Mr. Painter, as noted below. The following table sets forth a summary of the compensation paid to our non-employee directors for services in fiscal 2023:

  24. Equity

    | Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | Total ($) | | | Luis Borgen | | 140,000(4) | | 174,705 | | — | | 314,705 | | Marc N. Casper | | 132,500(5) | | 174,705 | | — | | 307,205 | | Janice D. Chaffin | | 156,250(6) | | 174,705 | | — | | 330,955 | | Bruce R. Chizen | | 140,000(7) | | 174,705 | | — | | 314,705 | | Mercedes Johnson | | 163,750(8) | | 174,705 | | — | | 338,455 | | Robert G. Painter | | 33,750(9) | | 466,066(10) | | — | | 499,816 | | Jeannine P. Sargent | | 136,250(11) | | 174,705 | | — | | 310,955 | | John G. Schwarz | | 143,750(12) | | 174,705 | | — | | 318,455 | | Roy Vallee | | 170,000(13) | | 174,705 | | — | | 344,705 | | Chrysostomos L. (“Max”) Nikias | | 36,250(14) | | — | | — | | 36,250 |

  25. Equity

    (1)Includes pro-rated cash compensation due to changes with fiscal 2023 director compensation effective December 2022, including: (i) increases in the retainer for the chairs of the Audit Committee, Compensation Committee and the Governance Committee and (ii) the payment of a cash retainer of $10,000 to non-chair members of each of the Compensation Committee and Governance Committee. (2)These amounts represent the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board (FASB) ASC Topic 718, Compensation—Stock Compensation, of restricted stock awards issued pursuant to the 2017 Directors Plan. For each non-employee director except for Mr. Painter, the grant date fair value of these awards is calculated using the closing price of our common stock of $376.52 on the grant date multiplied by the 464 shares granted. For Mr. Painter, who was appointed after the 2023 Annual Meeting of Stockholders, the grant date fair value is calculated using the closing price of our common stock of $426.02 on the grant date multiplied by the 1,094 shares granted, which includes: (i) 821 shares granted in connection with his appointment to the Board in August 2023 and (ii) 273 shares representing a pro-rated amount of the annual retainer paid to Mr. Painter in fiscal 2023. These amounts do not represent the actual value that may be realized by the director upon vesting of such awards. For information on the assumptions used to calculate the value of the awards, refer to Note 13 to the consolidated financial statements contained in our 2023 Annual Report on Form 10-K. Such stock awards vest on the date immediately preceding the first annual meeting following the date of grant. At the end of fiscal 2023, each of our non-employee directors held 464 shares of unvested restricted stock awards, except for Mr. Painter, who held 1,094 shares. (3)At the end of fiscal 2023, the only non-employee directors who held outstanding option awards were Mr. Borgen (3,397 shares, 1,133 of which are fully vested and 2,264 of which remain subject to vesting), Mr. Casper (3,397 shares, 1,133 of which are fully vested and 2,264 of which remain subject to vesting), Ms. Johnson (7,500 shares, which are fully vested) and Ms. Sargent (5,998 shares, which are fully vested). (4)Includes $15,000 retainer paid to Mr. Borgen for serving as an Audit Committee member in fiscal 2023. (5)Includes $7,500 retainer paid to Mr. Casper for serving as a Compensation Committee member in fiscal 2023. (6)Includes $31,250 retainer paid to Ms. Chaffin for serving as the Governance Committee chair and as a Compensation Committee member in fiscal 2023. (7)Includes $15,000 retainer paid to Mr. Chizen for serving as a Compensation Committee member and as a Governance Committee member in fiscal 2023. (8)Includes $38,750 retainer paid to Ms. Johnson for serving as the Audit Committee chair in fiscal 2023. (9)Mr. Painter was appointed to the Board of Directors in August 2023. This amount represents a pro-rated amount of the annual retainer paid to Mr. Painter in fiscal 2023, including for serving as an Audit Committee member. (10)In fiscal 2023, Mr. Painter was granted a total of 1,094 shares, consisting of (i) 821 shares granted in connection with his appointment to the Board in August 2023 and (ii) 273 shares representing a pro-rated amount of the annual retainer paid to Mr. Painter in fiscal 2023. (11)Includes $11,250 retainer paid to Ms. Sargent for serving as an Audit Committee member and as an Governance Committee member in fiscal 2023. (12)Includes $18,750 retainer paid to Mr. Schwarz for serving as the Compensation Committee chair in fiscal 2023. (13)Includes $45,000 retainer paid to Mr. Vallee for serving as the Lead Independent Director and as an Audit Committee member in fiscal 2023. (14)This amount represents a pro-rated amount of the annual retainer paid to Dr. Nikias in fiscal 2023 prior to his term expiring at the end of the 2023 Annual Meeting of Stockholders, including for serving as chair of the Compensation Committee in fiscal 2023.

  26. Additional Equity Plan Information

    | | As of 2/3/2024 | | Total Stock Options Outstanding | 1,622,308 | | Total Restricted Stock Unit Awards Outstanding | 4,530,911 | | Total Common Stock Outstanding | 152,536,012 | | Weighted-Average Exercise Price of Stock Options Outstanding | $252.50 | | Weighted-Average Remaining Duration of Stock Options Outstanding | 3.88 years | | Total Shares Available for Grant under the 2006 Employee Plan(1) | 11,794,665 | | Total Shares Available for Grant under the 2017 Directors Plan | 368,407 | | Stock price as of February 2, 2024 | $552.05 |

  27. Information for Burn Rate Calculations

    | | Fiscal 2023 | | Stock Options Granted by Synopsys(1) | 294,450 | | Restricted Stock Units Granted by Synopsys(2) | 2,015,531 | | Restricted Stock Awards Granted by Synopsys(3) | 4,806 | | Stock Options Cancelled | 89,936 | | Restricted Stock Units Cancelled(4) | 351,659 | | Restricted Stock Awards Cancelled | — | | Weighted-Average Common Stock Outstanding | 152,145,809 | | Common Stock Outstanding at Fiscal Year End | 152,053,334 |

  28. General

    General The 2006 Employee Plan was originally adopted by our Board of Directors in March 2006 and approved by stockholders in April 2006 as a successor plan to prior stock option plans for our employees. The 2006 Employee Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other forms of equity compensation (collectively, equity awards). The 2006 Employee Plan also provides the ability to grant performance equity awards and performance cash awards (together, performance awards), which enable our Compensation Committee to use performance criteria in establishing specific targets to be attained as a condition to the vesting of awards. Incentive stock options granted under the 2006 Employee Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code (the Code). Non-statutory stock options granted under the 2006 Employee Plan are not intended to qualify as incentive stock options under the Code. See “U.S. Federal Income Tax Information” below for a discussion of the tax treatment of equity awards.

  29. Administration

    Administration The 2006 Employee Plan provides that our Board of Directors has the authority to construe and interpret the 2006 Employee Plan and to determine the persons to whom and the dates on which equity awards will be granted, the number of shares of common stock to be subject to each equity award, the time or times during the term of each equity award within which all or a portion of the award may be exercised, the exercise, purchase, or strike price of each equity award, the type of consideration permitted to exercise or purchase each equity award, and other terms of the equity awards. Our Board of Directors has the authority to delegate some or all of the administration of the 2006 Employee Plan to a committee or committees composed of members of our Board. In the discretion of our Board, a committee may consist solely of two or more “outside directors” (as defined in the plan) to the extent that the Board of Directors determines it to be desirable to qualify awards that were granted under the plan prior to April 8, 2019 as “performance-based compensation” within the meaning of Section 162(m) of the Code, and/or solely of two or more “non-employee directors” (as defined in the 2006 Employee Plan). The 2006 Employee Plan also permits delegation of administration of the plan to one or more executive officers with respect to grants to employees of Synopsys and its subsidiaries. Our Board of Directors has delegated to the Compensation Committee administration of the 2006 Employee Plan. Our Board of Directors has also delegated to our Chief Executive Officer, as both an officer and member of our Board, administration of the 2006 Employee Plan with respect to equity awards to employees other than executive officers, subject to specified limitations and restrictions.

  30. Eligibility

    Eligibility General. As of February 3, 2024, Synopsys had 19,920 eligible employees and 2,482 eligible consultants under the 2006 Employee Plan. Synopsys does not currently expect to grant awards to consultants under the 2006 Employee Plan, but it is permitted to do so under the plan’s terms. Our non-employee directors are not eligible to receive any awards under the 2006 Employee Plan. The requirements for eligibility are further described below, and the basis for participation is being selected by the plan administrator. Incentive Stock Options. Incentive stock options may be granted under the 2006 Employee Plan only to employees (including executive officers) of Synopsys and its affiliates. The aggregate maximum number of shares of common stock that may be issued pursuant to the exercise of incentive stock options will be 112,697,248 shares of common stock. Stockholder approval of this Proposal 2 will constitute approval of this maximum limit for incentive stock options. No incentive stock option may be granted under the 2006 Employee Plan to any person who, at the time of the grant, owns (or is deemed to own) stock possessing more than 10% of the total combined voting power of Synopsys or its affiliates, unless the exercise price of such stock option is at least 110% of the fair market value of the stock subject to the stock option on the date of grant and the term of the stock option does not exceed five years from the date of grant. In addition, the aggregate fair market value, determined on the date of grant, of the shares of common stock with respect to which incentive stock options are exercisable for the first time by a participant during any calendar year (under the 2006 Employee Plan and any other equity plans of Synopsys and its affiliates) may not exceed $100,000 (any excess of such amount shall be treated as non-statutory stock options). Non-Statutory Stock Options, Restricted Stock, Restricted Stock Units and Other Awards. Non-statutory stock options, restricted stock, restricted stock units and all other types of equity awards and performance awards authorized under the 2006 Employee Plan may be granted to employees (including executive officers) and consultants of Synopsys and its affiliates. Individual Limit. No person may be granted stock options or stock appreciation rights under the 2006 Employee Plan covering more than 1,000,000 shares of common stock during any calendar year. The 2006 Employee Plan also includes annual limits on grants of performance awards to individuals, as described below.

  31. Stock Subject to the 2006 Employee Plan

    Stock Subject to the 2006 Employee Plan As of February 3, 2024, 11,794,665 shares of common stock were available for future grants under the 2006 Employee Plan. If this Proposal 2 is approved by our stockholders, an additional 3,400,000 shares will be available for future grants under the 2006 Employee Plan. Assuming the stockholders approve this Proposal 2, 112,697,248 shares of our common stock will have been reserved for issuance under the 2006 Employee Plan. The number of shares of common stock available for issuance under the 2006 Employee Plan is currently reduced by one share for each share of common stock issued pursuant to a stock option or a stock appreciation right and by 1.70 shares for each share of common stock issued pursuant to restricted stock awards, restricted stock unit awards or other awards (excluding options and stock appreciation rights).

  32. Stock Subject to the 2006 Employee Plan

    If a stock option or stock appreciation right award expires or otherwise terminates without being fully exercised, if shares subject to a restricted stock award or restricted stock unit award are forfeited to or repurchased by us, or if an equity award is settled in cash, the shares not issued under those awards, or the shares forfeited to or repurchased by us, become available for subsequent issuance under the 2006 Employee Plan. Such returning shares increase the number of shares available for issuance under the 2006 Employee Plan by one share if they were issued pursuant to a stock option or stock appreciation right and, by 1.70 shares if they were issued pursuant to restricted stock awards, restricted stock unit awards or other awards (excluding options and stock appreciation rights). If shares subject to an award granted under the 2006 Employee Plan are not delivered to a participant because: •an equity award is exercised through a reduction in the number of shares subject to the equity award (a “net exercise”), •the appreciation distribution upon exercise of a stock appreciation right is paid in shares of common stock, or •shares are withheld in satisfaction of applicable withholding taxes, then those shares do not become available for subsequent issuance under the 2006 Employee Plan. If the exercise price of an award is satisfied by a participant tendering previously held shares, the tendered shares do not become available for subsequent issuance under the 2006 Employee Plan.

  33. Terms of Stock Options

    Terms of Stock Options We may grant stock options under the 2006 Employee Plan pursuant to stock option agreements adopted by our Board of Directors or a duly authorized committee. The following is a description of the permissible terms of stock options under the 2006 Employee Plan. Individual stock option agreements may be more restrictive as to any or all of the permissible terms described below. Exercise Price. The exercise price of incentive stock options and non-statutory stock options may not be less than 100% of the fair market value of the stock subject to the stock option on the date of grant and, in some cases (see “Eligibility” above), may not be less than 110% of such fair market value. Consideration. The stock option exercise price may, at the discretion of our Board of Directors, be paid in cash or by check, pursuant to a broker-assisted cashless exercise, by delivery of other shares of Synopsys common stock, pursuant to a net exercise arrangement, or in any other form of legal consideration reasonably acceptable to our Board. Vesting. Stock options granted under the 2006 Employee Plan vest, or become exercisable, as determined by our Board of Directors. Vesting typically occurs during the optionholder’s continued service with Synopsys or an affiliate, whether such service is in the capacity of an employee, director or consultant (collectively, service) and regardless of any change in the capacity of the optionholder, or upon achievement of quantitative or qualitative goals determined by the plan administrator. Shares covered by different stock options may be subject to different vesting terms. Term. Under the current 2006 Employee Plan, the maximum term of a stock option is seven years, except that in certain cases (see “Eligibility” above) the maximum term is five years. Termination of Service. Stock options generally terminate three months after termination of a participant’s service unless: •the stock option agreement by its terms specifically provides otherwise, •termination is due to the participant’s disability, in which case the stock option may be exercised (to the extent the stock option was exercisable at the time of the termination of service) at any time within 12 months of termination, •the participant dies while in service, or the participant dies within a specified period after termination of service, in which case the stock option may be exercised (to the extent the stock option was exercisable at the time of the participant’s death) within 12 months of the participant’s death by the person or persons to whom the rights to such stock option have passed, or •the participant is terminated for cause (as defined under the 2006 Employee Plan), in which case the stock option will terminate and cease to be exercisable (whether vested or unvested) at the time of such termination. The stock option term may be extended in the event that exercise of the stock option following termination of service is prohibited by applicable securities laws. In no event, however, may a stock option be exercised beyond the expiration of its term. Restrictions on Transfer. A participant generally may not transfer a stock option other than by will, by the laws of descent and distribution, or pursuant to a domestic relations order. During the lifetime of the participant, only the participant may exercise a stock option (except in instances pursuant to a domestic relations order). A participant may also designate a beneficiary (excluding any third-party financial institution) who may exercise a stock option following the participant’s death.

  34. Terms of Stock Options

    | 42 | |

  35. Terms of Restricted Stock

    Terms of Restricted Stock We may grant restricted stock awards under the 2006 Employee Plan pursuant to restricted stock award agreements adopted by our Board of Directors or a duly authorized committee. Restricted stock awards are shares of our common stock that may be subject to restrictions, such as vesting requirements. Consideration. Our Board of Directors may grant restricted stock awards in consideration for past or future services rendered to Synopsys or an affiliate, or any other form of legal consideration acceptable to our Board of Directors. Vesting. Shares of stock acquired under a restricted stock award may, but need not, be subject to a repurchase option in favor of Synopsys or forfeiture to Synopsys in accordance with a vesting schedule as determined by our Board of Directors. Termination of Service. Upon termination of a participant’s service, Synopsys may repurchase or otherwise reacquire any forfeited shares of stock that have not vested as of such termination under the terms of the applicable restricted stock award. Restrictions on Transfer. Rights to acquire shares of shares of Synopsys common stock will be transferable by the participant only upon such terms and conditions as are set forth in the restricted stock award agreement, so long as the underlying shares remain subject to the terms of the agreement and provided that in no event may any restricted stock award be transferred for consideration to a third-party financial institution.

  36. Terms of Restricted Stock Units

    Terms of Restricted Stock Units We may grant restricted stock unit awards under the 2006 Employee Plan pursuant to restricted stock unit award agreements adopted by our Board of Directors or a duly authorized committee. Restricted stock units represent the value of a fixed number of shares of Synopsys common stock on the date of grant. Consideration. Our Board of Directors may grant restricted stock units in consideration for past or future services rendered to Synopsys or an affiliate, or any other form of legal consideration acceptable to our Board of Directors. Vesting. Restricted stock units vest at the rate or on the terms specified in the restricted stock unit award agreement as determined by our Board of Directors. Settlement. Restricted stock units may be settled by the delivery of shares of Synopsys common stock, cash, or any combination as determined by our Board of Directors. At the time of grant, our Board of Directors may impose additional restrictions or conditions that delay the delivery of stock or cash subject to the restricted stock unit award after vesting. Termination of Service. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited upon the participant’s termination of service.

  37. Terms of Other Stock Awards

    Terms of Other Stock Awards Our Board of Directors may grant other equity awards based in whole or in part by reference to the value of our common stock. Subject to the provisions of the 2006 Employee Plan, our Board of Directors has the authority to determine the persons to whom and the dates on which such other equity awards will be granted, the number of shares of common stock (or cash equivalents) to be subject to each award, and other terms and conditions of such awards. Such awards may be granted either alone or in addition to other equity awards granted under the 2006 Employee Plan. These awards may not have a term in excess of seven years from the date of grant.

  38. Terms of Performance Awards

    Terms of Performance Awards General. Our Board of Directors and Compensation Committee may grant performance equity awards and performance cash awards that vest based on the attainment of performance goals during a designated performance period. Performance Goals. Our Board of Directors and Compensation Committee have the authority to structure one or more such awards so that stock or cash will be issued or paid pursuant to the award only upon the achievement of certain pre-established performance goals. The 2006 Employee Plan includes a list of performance goals that may be used (alone or in combination with each other) for performance-based awards, which may consist of any measures of performance selected by our Board of Directors. Performance goals may be set on a company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to internally generated business plans, the performance of one or more comparable companies or the performance of one or more relevant indices. Adjustments may be made in the method of calculating the attainment of performance goals as follows: (i) to exclude restructuring and/or other nonrecurring charges (including but not limited to the effect of tax or legal settlements); (ii) to exclude exchange rate effects, as applicable, for non-U.S. dollar denominated net sales and operating earnings; (iii) to exclude the effects of changes to generally accepted accounting standards required by the Financial Accounting Standards Board; (iv) to exclude the effects of any statutory adjustments to corporate tax rates; (v) to exclude stock-based compensation expense determined under generally accepted accounting principles; (vi) to exclude any other unusual or infrequently occurring item (including but not limited to various income tax impacts prompted by tax reform legislation adopted in late 2017 (commonly referred to as the Tax Cuts and Jobs Act of 2017), including the income tax related to transition tax, the tax rate change, and tax restructuring; and the tax impact of repatriation); (vii) to respond to, or in anticipation of, any unusual or extraordinary corporate item, transaction, event or development; (viii) to respond to, or in anticipation of, changes in applicable laws, regulations, accounting principles, or business conditions; (ix) to exclude the dilutive effects of acquisitions or joint ventures; (x) to assume that any business divested by Synopsys achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (xi) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (xii) to reflect a corporate transaction, such as a merger, consolidation, separation (including a spinoff or other distribution of stock or property by a corporation), or reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code); (xiii) to reflect any partial or complete corporate liquidation; (xiv) to exclude the effect of in-process research and development expenses; (xv) to exclude the income tax effect of non-GAAP pre-tax adjustments from the provision for income taxes; and (xvi) pursuant to such other objective and non-discretionary adjustments adopted by the Compensation Committee at the time the award is approved. Annual Limitation. The maximum benefit to be granted to a participant in any calendar year attributable to performance equity awards may not exceed 1,000,000 shares of common stock. The maximum benefit to be granted to a participant in any calendar year attributable to performance cash awards granted pursuant to the amended 2006 Employee Plan may not exceed $4,000,000.

  39. Changes to Capital Structure

    Changes to Capital Structure In the event any change is made to the outstanding shares of our common stock without receipt of consideration (whether through a stock split, reverse stock split or other changes in the capital structure), appropriate adjustments will be made to the class of securities issuable under the 2006 Employee Plan, the maximum number of securities issuable under the 2006 Employee Plan, the incentive stock option limitation, the maximum award that one person may be granted in a calendar year under the 2006 Employee Plan, and the number, class and price per share under outstanding equity awards under the 2006 Employee Plan.

  40. Corporate Transactions; Changes in Control

    Corporate Transactions; Changes in Control Unless otherwise provided in a written agreement between Synopsys or an affiliate and a participant, or unless otherwise expressly provided by our Board of Directors or the Compensation Committee at the time of grant of an equity award, in the event of significant corporate transactions, outstanding equity awards under the 2006 Employee Plan may be assumed, continued or substituted by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue or substitute such equity awards, then: •with respect to any such equity awards that are held by individuals then performing services for Synopsys or its affiliates, the vesting and exercisability provisions of such equity awards will be accelerated in full and such awards will be terminated if not exercised prior to the effective date of the corporate transaction and any reacquisition or repurchase rights will lapse (contingent upon the effectiveness of the corporate transaction), •all other outstanding equity awards will be terminated if not exercised prior to the effective date of the corporate transaction, except that certain equity awards, such as restricted stock awards, may have their reacquisition or repurchase rights assigned to the surviving or acquiring entity (or its parent company) in the corporate transaction, though if such reacquisition or repurchase rights are not assigned, then such equity awards will become fully vested, and •no vested restricted stock unit award will terminate without being settled by delivery of shares of common stock, their cash equivalent or in any other form of consideration, as determined by the Board of Directors, prior to the effectiveness of the corporate transaction. A significant corporate transaction will be deemed to occur in the event of: •a sale of all or substantially all of the consolidated assets of Synopsys and its subsidiaries, •a sale of at least 90% of the outstanding securities of Synopsys, •a merger, consolidation or similar transaction in which Synopsys is not the surviving corporation, or •a merger, consolidation or similar transaction in which Synopsys is the surviving corporation, but shares of Synopsys outstanding common stock are converted into other property by virtue of the corporate transaction. The 2006 Employee Plan provides, at the discretion of our Board of Directors, that the holder of an outstanding equity award that would otherwise terminate if not exercised prior to the corporate transaction may surrender such equity award in exchange for a payment equal to the excess of the value of the property that the holder would have received upon exercise of the equity award immediately prior to the corporate transaction, over the exercise price otherwise payable in connection with the equity award, which excess amount may be fully vested at the time of the corporate transaction or may be required to vest after the time of the corporate transaction substantially in accordance with the schedule in effect immediately prior to the corporate transaction. An equity award may be subject to additional acceleration of vesting and exercisability upon or after a change in control as may be provided in the award agreement for such equity award, or as may be provided in any other written agreement between Synopsys or any affiliate and the participant. An equity award may vest as to all or any portion of the shares subject to the equity award (a) immediately upon the occurrence of a change in control, whether or not such equity award is assumed, continued, or substituted by a surviving or acquiring entity in the change in control, or (b) in the event a participant’s service is terminated, actually or constructively, within a designated period prior to, at, or following the occurrence of a change in control. In the absence of a determination by the plan administrator, no such acceleration will occur. The acceleration of an equity award in the event of an acquisition or similar corporate event may be viewed as an anti-takeover provision, which may have the effect of discouraging a proposal to acquire or otherwise obtain control of Synopsys.

  41. Dividends and Dividend Equivalents

    Dividends and Dividend Equivalents As determined by our Board of Directors, dividends and dividend equivalent rights may accrue with respect to awards granted under the 2006 Employee Plan other than stock options or stock appreciation rights, but no dividends or dividend equivalents will be paid out or settled unless and until, and then only to the extent that, the applicable underlying award vests. Neither stock options nor stock appreciation rights granted under the 2006 Employee Plan may provide for any dividends or dividend equivalents thereon.

  42. Fiscal 2023 NEOs

    | Executive Summary | 50 | | Fiscal 2023 Executive Compensation | 56 | | Base Salary | 57 | | Short-Term Cash Incentives | 58 | | Equity Awards | 65 | | Other Benefits | 71 | | Severance and Change of Control Benefits | 71 | | CFO New Hire Package | 72 | | Key Fiscal 2024 NEO Compensation Decisions | 73 | | Our Compensation Decision-making Process | 74 | | Executive Compensation Risk Management | 77 | | Conclusion | 77 |

  43. BUSINESS HIGHLIGHTS(1)

    (2)Excludes Ms. Glaser’s new hire equity awards but includes her fiscal 2023 annual equity awards. Excludes compensation of Mr. Pham, who retired in January 2023 and did not receive a cash incentive opportunity or equity awards in fiscal 2023 due to retirement.

  44. BUSINESS HIGHLIGHTS(1)

    | Executive Incentive Plan (EIP) | •Replaced leadership succession plan goals with employee engagement score metrics as we accomplished our leadership succession plan goals in fiscal 2022, and the wellbeing of our employees is integral to our continued success. | | Performance-Based Restricted Stock Units (PRSUs) | •In connection with our transition from our prior practice of one-year performance periods to a three-year performance period, we: •Moved from a two-year revenue growth goal to a three-year revenue growth goal; and •Moved from a relative total stockholder return (rTSR) modifier covering a 2-year period to a rTSR modifier covering a 3-year period. |

  45. STATUS OF PRSU AWARDS

    | What We Do | What We Don’t Do | | ü Pay for Performance. Performance-based pay represents a significant portion of our NEOs’ Target TDC ü Balanced Mix of Performance Goals. The performance goals for our incentive awards focus on both near-term and long-term goals ü Double Trigger Change of Control Benefits. Our NEO change of control agreements are “double trigger" ü Maximum Payout Caps. Our EIP and 2006 Employee Plan maintain maximum payout caps to avoid excessive payments and risk taking ü Clawback Policy. We maintain a clawback policy for the recovery of incentive compensation paid to executive officers in the event of a financial restatement that is compliant with Nasdaq Listing Standards and SEC requirements ü Robust Share Ownership Guidelines. All of our continuing NEOs are in compliance with our Share Ownership Guidelines ü Independent Compensation Committee. Our Compensation Committee is composed solely of independent directors ü Independent Compensation Consultant. Our Compensation Committee directly retains Aon as an independent compensation consultant ü Annual Advisory Say-on-Pay Vote. We hold an annual advisory say-on-pay vote and approximately 93% of votes cast approved our fiscal 2022 NEO compensation policies and procedures ü Equity Burn Rate Management. We continue to closely manage our equity budget and equity burn rate, limiting gross share usage to 1.5% in fiscal 2023 | û No Excessive Risks. Annual risk assessment of executive compensation program to ensure no excessive risk taking û No Excessive Change of Control Payments. Cash change of control payments do not exceed two times annual target cash incentive compensation û No Golden Parachute Tax Gross Ups. We do not provide for “golden parachute” excise tax gross ups û No Excessive Perks. We do not provide any excessive perquisites to our NEOs û No Hedging or Pledging. All employees, including our NEOs, and our directors are prohibited from engaging in hedging or pledging our stock as collateral for a loan û No Repricing or Cash-out of Underwater Options. Our 2006 Employee Plan forbids the repricing and cash-out of underwater options without stockholder approval û No Dividends on Unvested Equity Awards. Our 2006 Employee Plan prohibits paying out dividends and dividend equivalents on unvested awards û No Executive Pension Plans or SERPs. We only maintain a deferred compensation plan and a standard 401(k) plan |

  46. Fiscal 2023 Executive Compensation

    | | | CORE FISCAL 2023 COMPENSATION ELEMENT(1) (2) | | PURPOSE | KEY CHARACTERISTICS | | | | | | | | | | | BASE SALARY | | | | | | | Chief Executive Officer | Average of Other NEOs | Compensates our NEOs for expected levels of day-to-day performance. | •Reflects expertise and scope of responsibilities in a competitive market for executive talent. | | | | EXECUTIVE INCENTIVE PLAN (EIP) | | | | | | | Chief Executive Officer | Average of Other NEOs | Aligns NEO performance with near-term financial and organizational objectives and future revenue goals, which rewards contributions that have a multi-year impact and are aligned with our long-term strategic plan. | •Multiple performance metrics: •Balance of financial and organizational performance. • Added metric on employee engagement score. •Requires significant levels of achievement before payments are earned. | | | | STOCK OPTIONS | | | | | | | Chief Executive Officer | Average of Other NEOs | Align interests of NEOs with long-term stockholder interests through incentivizing long-term stock price growth and encourage retention. | •Four-year vesting subject to continued employment. | | | | ANNUAL RSUs | | | | | | | Chief Executive Officer | Average of Other NEOs | Align interests of NEOs with long-term stockholder interests through incentivizing long-term stock price growth and encourage retention while managing dilution. Have upside potential but deliver value even during periods of market or stock price underperformance. | •Four-year vesting subject to continued employment. | | | | ANNUAL PRSUs | | | | | | | Chief Executive Officer | Average of Other NEOs | Align interests of NEOs with long-term stockholder interests through incentivizing continued revenue and relative stock price performance over a multi-year performance period and encourage retention. Modifier helps align payouts with stockholder experience. | •Vesting subject to achievement of revenue growth and rTSR performance: • Three-year performance period. •Mandatory downward adjustment if rTSR below 50th percentile. |

  47. Fiscal 2023 Executive Compensation

    (2)Excludes Ms. Glaser’s new hire equity awards but includes her fiscal 2023 annual equity awards. Excludes compensation of Mr. Pham, who retired in January 2023 and did not receive a cash incentive opportunity or equity awards in fiscal 2023 due to his retirement.

  48. Fiscal 2023 Executive Compensation

    | NEO | FISCAL 2023 BASE SALARY ($) | FISCAL 2022 BASE SALARY ($) | BASE SALARY INCREASE (%) | PRIMARY REASONS FOR THE CHANGE | | Dr. Aart J. de Geus | 725,000 | 540,000 | 34.3 | Reflect position change from co-Chief Executive Officer to Chief Executive Officer, and increased level of responsibilities, reflect contributions to Synopsys’ sustained strong performance, and improve the competitiveness and holding power of Dr. de Geus’ target direct compensation relative to our peer group, which has evolved in recent years to reflect our growth. | | Sassine Ghazi | 625,000 | 500,000 | 25.0 | Reflect contributions to Synopsys’ sustained strong performance and improve the competitiveness and holding power of Mr. Ghazi’s target direct compensation relative to our peer group, which has evolved in recent years to reflect our growth. | | Shelagh Glaser | 600,000(1) | — | — | Not applicable as Ms. Glaser was not employed in fiscal 2022. For an explanation of Ms. Glaser’s new hire base salary, see page 72. | | Rick Mahoney | 450,000 | 450,000 | — | No increase. | | John F. Runkel, Jr. | 450,000 | 425,000 | 5.9 | Reflect contributions to Synopsys’ sustained strong performance and improve the competitiveness and holding power of Mr. Runkel’s target direct compensation relative to our peer group, which has evolved in recent years to reflect our growth. | | Trac Pham | 475,000 | 475,000 | — | No increase due to Mr. Pham’s retirement in January 2023. |

  49. Fiscal 2023 Executive Compensation

    Short-Term Cash Incentives Executive Incentive Plan. We utilize annual cash incentive compensation to align NEO performance with near-term financial objectives and future revenue goals, which reward contributions that have a multi-year impact. These cash incentive payments can be earned by our NEOs only if we achieve a significant level of our financial and organizational performance goals, which are intended to advance our long-term strategic plans and, ultimately, stockholder value. Our Compensation Committee grants cash incentive compensation opportunities under our EIP and approves cash incentive targets, performance goals and payout matrices that determine how much of the target may be paid at each level of achievement of our performance goals. After the end of the fiscal year, the Compensation Committee determines whether a threshold payment goal has been satisfied. If the threshold payment goal has been satisfied, an NEO may receive up to 225% of the NEO’s cash incentive target for maximum performance. The Compensation Committee then applies a pre-determined payout formula provided by the EIP to calculate the amount of potential cash incentive payments, with the Compensation Committee retaining discretion to adjust those payments produced by the formula. The cash incentive targets, performance goals, payout matrices and payout formula for fiscal 2023 are described in the sections that follow. Fiscal 2023 Cash Incentive Targets. A cash incentive target is the amount of cash incentive compensation that an NEO could earn if we achieve our performance goals. Targets are expressed as a percentage of the NEO’s salary. In reviewing targets, our Compensation Committee takes into consideration each NEO’s role and responsibilities, our financial performance projections, the budget for the coming year, pay at comparable companies, historical compensation levels and the resulting total target compensation that can be earned given the individual’s base salary and related target incentive opportunity. We did not increase the cash incentive target for any of our current NEOs for fiscal 2023, except for Rick Mahoney and John F. Runkel. The cash incentive targets for each of our NEOs for fiscal 2023 as compared to fiscal 2022 and the primary reasons for the increases in target incentive opportunity are summarized below. For fiscal 2023, in no event could an actual cash incentive payment to any NEO exceed 225% of the NEO’s cash incentive target.

  50. Fiscal 2023 Executive Compensation

    | NEO(1) | FISCAL 2023 CASH INCENTIVE TARGET (% OF SALARY) | FISCAL 2022 CASH INCENTIVE TARGET (% OF SALARY) | CASH INCENTIVE TARGET INCREASE (%) | PRIMARY REASONS FOR THE CHANGE | | Dr. Aart J. de Geus | 200 | 240 | (16.7) | Reflects Dr. de Geus’ contributions to Synopsys and his position change from co-Chief Executive Officer to Chief Executive Officer, the Compensation Committee increased his salary, as described above. At the same time, the Compensation Committee reduced his cash incentive target, which is expressed as a percentage of salary, to minimize the total increase, in dollar terms, of total target cash compensation compared to fiscal 2022. In all, Dr. de Geus’ total target cash compensation increased by 18.5% for fiscal 2023. | | Sassine Ghazi | 200 | 200 | — | No increase. | | Shelagh Glaser | 100 | — | — | Not applicable as Ms. Glaser was not employed in fiscal 2022. For an explanation of Ms. Glaser’s new hire cash incentive target, see page 72. | | Rick Mahoney | 150 | 125 | 20.0 | Reflects appointment as Chief Revenue Officer and associated increase in responsibilities and competitive market considerations. | | John F. Runkel, Jr. | 80 | 75 | 6.7 | Reflects Mr. Runkel’s contributions to Synopsys and holding power of Mr. Runkel’s target direct compensation relative to our peer group, which has evolved in recent years to reflect our growth. |

  51. FISCAL 2023 PERFORMANCE MEASURES

    FISCAL 2023 PERFORMANCE MEASURES For fiscal 2023, our Compensation Committee selected a blend of performance measures that it believed incentivized our NEOs to focus on sustained performance rather than short-term accomplishments and would contribute to our consistent revenue growth and profitability achievement. The Compensation Committee based the financial goals on the Company’s fiscal 2023 operating plan approved by the Board of Directors. Further, the addition of our Organizational Performance Goals assisted our NEOs in advancing key diversity, equity and inclusion (DEI) and human capital management initiatives that are critical to our business and operational success. We believe these initiatives help to ensure that we consider strong, diverse, qualified candidates for management roles, and that we attract, develop, and retain key personnel. The EIP was structured to provide a limited payment opportunity when target performance goals are narrowly missed. We believe this reduces our exposure to excessive risk-taking that can arise with “all or nothing” performance conditions and subjects our NEOs to a higher performance standard when compared to standard industry practice.

  52. FISCAL 2023 PERFORMANCE MEASURES

    | PERFORMANCE GOALS & METRICS | RATIONALE | IMPACT ON EIP & OTHER KEY FEATURES | | FUNDING THRESHOLD PAYMENT GOAL | | | | Fiscal 2023 Non-GAAP Operating Margin (Percentage of Fiscal 2023 Non-GAAP Operating Margin Target) | Establishes the level of performance that must be achieved before any payment can be attained under the EIP. We do not believe our NEOs should earn a bonus unless Synopsys attains a minimum level of profitability. | If the threshold payment goal is achieved, each NEO would be eligible to earn up to 225% of their cash incentive target based on achievement of the goals below and other factors. | | CORPORATE FINANCIAL PERFORMANCE GOALS | | | | Fiscal 2023 Revenue | Incentivizes revenue growth and rewards efforts to retain customers and expand our business. | Must achieve ≥90% weighted average of Corporate Financial Performance Goals (60% Fiscal 2023 Revenue and 40% Fiscal 2023 Non-GAAP Operating Margin) before any payment could be earned. | | Fiscal 2023 Non-GAAP Operating Margin | Ensures appropriate investment mix to drive profitability and support operating effectiveness. | | | REVENUE GROWTH GOALS | | | | Fiscal 2024 Revenue Backlog (Referred to elsewhere as Revenue Growth Goal) | Encourages our NEOs to address revenue predictability in the nearer term. | Achieving <97% of Revenue Growth Goal will result in no greater than 85% of Revenue Growth Achievement Factor. | | Fiscal 2025 Revenue Backlog (Referred to elsewhere as Long-Term Revenue Growth Goal) | Encourages our NEOs to address revenue growth in the longer term, thereby rewarding contributions that have a multi-year impact. | No multiplier for Long-Term Revenue Growth Goal if not fully achieved. | | ORGANIZATIONAL PERFORMANCE GOALS | | | | Increase Representation (Global Women; Global Women Leaders; and U.S. BLI) | Hiring diverse persons and leaders allows us to leverage different perspectives and backgrounds to better meet the needs of the customers that we serve. | Must achieve ≥75% weighted average of Organizational Performance Goals and ≥95% weighted average of Corporate Financial Performance Goals for Organizational Performance Goals Achievement Factor to be included in the payout formula. | | Retain Talent (Undesired Turnover Percentage) | The success of our business is contingent on Synopsys retaining top talent. | | | Employee Engagement Score | Encouraging employee engagement as the wellbeing and happiness of our employees is integral to our continued success. | |

  53. FISCAL 2023 PERFORMANCE MEASURES

    | 2024 Proxy Statement | 59 |

  54. PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES

    PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES Our fiscal 2023 threshold goal to earn any payment was 70.0% of our fiscal 2023 non-GAAP operating margin target of 34.2%, or 23.9%(1). We achieved this target by attaining a non-GAAP operating margin of 35.1% for fiscal 2023 and, therefore, the threshold payment goal was satisfied. Our other performance goals targets are set forth below.

  55. PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES

    | | | | | | ACHIEVED | Threshold Payment Goal |

  56. PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES

    | CORPORATE FINANCIAL PERFORMANCE GOALS | PERFORMANCE WEIGHT (%) | | FISCAL 2023 ACHIEVED (%) | | Fiscal 2023 Revenue | 60.0 | | 100.0 | | Fiscal 2023 Non-GAAP Operating Margin(1) | 40.0 | | 102.6 | | Average Achievement | | | 101.1 |

  57. PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES

    | REVENUE GROWTH GOAL | FISCAL 2023 TARGET | FISCAL 2023 ACHIEVED (%) | | Fiscal 2024 Revenue Backlog(2) | | 101.4 |

  58. PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES

    | LONG-TERM REVENUE GROWTH GOAL | FISCAL 2023 TARGET(3) | FISCAL 2023 ACHIEVED (%) | | Fiscal 2025 Revenue Backlog(2) | — | 121.1 |

  59. PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES

    | ORGANIZATIONAL PERFORMANCE GOALS | PERFORMANCE WEIGHT (%) | FISCAL 2023 TARGET(4),(5) | FISCAL 2023 ACHIEVED (%) | | Increase representation (3 Goals)(6) | 30.0 (as a whole) | — | 28.3 | | 1.Global Women (increasing global women representation across Synopsys) | 50. 0 | | 97.3 | | 2.Global Women Leaders (increasing global women in management roles within Synopsys) | 25.0 | | 97.0 | | 3.U.S. BLI (increasing underrepresented U.S. minority representation within Synopsys) | 25.0 | | 85.3 | | Retain Talent (undesired turnover percentage achieved at or below target percentage)(7) | 40.0 | | 74.1 | | Employee Engagement Score(8) | 30.0 | | 30.8 | | Average Achievement | | | 133.2 |

  60. PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES

    | 60 | |

  61. PERFORMANCE AGAINST FISCAL 2023 PERFORMANCE MEASURES

    (1)Please see Appendix B for a reconciliation of non-GAAP operating margin and non-GAAP EPS growth to the most directly comparable measure reported under U.S. GAAP as well as information regarding how these measures are calculated. (2)“Backlog” means contracted but unsatisfied or partially unsatisfied performance obligations as of October 31, 2023, which includes non-cancellable Flexible Spending Account commitments from customers where actual product selection and quantities of specific products or services are to be determined by customers at a later date, and excludes future sales-based royalty payments from the remaining performance obligations. Approximately 40% of the backlog as of October 31, 2023, excluding non-cancellable FSA, is expected to be recognized as revenue over the next 12 months. The majority of the remaining backlog is expected to be recognized in the next three years. (3)We consider our second-year revenue backlog target to be confidential, and the disclosure of this target would cause us competitive harm. In general, the Compensation Committee sets revenue backlog targets that it believes to be challenging but attainable with considerable effort by our NEOs and employees, and in the absence of significant deterioration in macroeconomic or broader industry conditions. (4)Target percentages represent percentage of total workforce. “Workforce” includes employees of Synopsys and its subsidiaries; and excludes employees with defined length of terms, interns, subsidiary interns and non-employees. (5)The actual achievement percentage of each target is equal to the quotient obtained by dividing (i) the actual percentage amount by (ii) the target percentage amount; provided that in no event will the actual achievement percentage exceed 100%. (6)Each fiscal 2023 target percentage reflects the representation goal for employees of each underrepresented group as compared to Synopsys’ overall employee population. Achievement of ≥75% weighted average of Organizational Performance Goals and ≥95% weighted average of Corporate Financial Performance Goals for was necessary for the Organizational Performance Goals Achievement Factor to be included in the payout formula. (7)We calculate undesired turnover rate by dividing the number of undesired exits from Synopsys by the average headcount for the fiscal year, and we define undesired turnover as exits by high-performing employees who resigned from Synopsys to pursue other work opportunities. Undesired turnover does not include employees with low performance or whose resignation was mutual or due to personal reasons, such as retirement or returning to school. (8)Score derived from 2023 employee semi-annual SHAPE Synopsys engagement survey results.

  62. (BASED ON FISCAL 2023 REVENUE AND OPERATING MARGIN)

    | Percentage of Weighted Average Achievement of Corporate Financial Performance Goals (%) | Corporate Financial Performance Achievement Factor (%) | | ≥110 | 150 | | 100 | 100 | | 90 | 70 | | <90 | — |

  63. Fiscal 2023 Long-Term Revenue Growth Goal Multiplier Matrix

    Fiscal 2023 Long-Term Revenue Growth Goal Multiplier Matrix For fiscal 2023, achieving 100% or greater of the Long-Term Revenue Growth Goal would result in application of the Long-Term Revenue Growth Multiplier of 110%. No multiplier would be applied for any achievement below 100%.

  64. LONG-TERM REVENUE GROWTH ACHIEVEMENT FACTOR

    LONG-TERM REVENUE GROWTH ACHIEVEMENT FACTOR

  65. (BASED ON FISCAL 2025 REVENUE BACKLOG)

    | Percentage of Weighted Average Achievement of Long-Term Revenue Growth Goal (%) | Long-Term Revenue Growth Achievement Factor (%) | | >100 | 110 | | <100 | 100 |

  66. Fiscal 2023 Organizational Performance Goals Achievement Factor Matrix

    Fiscal 2023 Organizational Performance Goals Achievement Factor Matrix For fiscal 2023, the Organizational Performance Goals Achievement Factor was calculated pursuant to the payout matrix set forth in the table and graph below. We required a minimum weighted average achievement of 95% of our Corporate Financial Performance Goals before our NEOs could earn the Organizational Performance Goals Achievement Factor. Further, 75% weighted average achievement of the three Organizational Performance Goals was required before our NEOs could earn the Organizational Performance Goals Achievement Factor.

  67. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

  68. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    | Percentage of Weighted Average Organizational Performance Goals (%) | Organizational Performance Goals Achievement Factor (%) | | ≥90 | 10 | | 75 | 8 | | <75 | — |

  69. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    Because we exceeded 95% of our Corporate Financial Performance Goals for fiscal 2023, our NEOs were eligible to earn the Organizational Performance Goals Achievement Factor. Our Organizational Performance Goals Achievement Factor for fiscal 2023 was 10% based on a weighted average goal achievement of 133.2%. EIP Payment Formula. Following achievement of the threshold goal required to earn any payment, actual cash incentive payments were only earned after our Compensation Committee reviewed the potential cash incentive payment calculations under an objective EIP payment formula that was approved in early 2023 as set forth below.

  70. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    | Potential Cash Incentive Payment | = | Cash Incentive TargetX | Corporate Financial Performance Achievement FactorX | Revenue Growth Achievement Factor (if applicable)X | Long-Term Revenue Growth Goal Multiple (if applicable) | + | Organizational Performance Goals Achievement Factor (if applicable) |

  71. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    The Compensation Committee was empowered to adjust potential cash incentive payments, regardless of whether any multiplier was earned. In no event could an actual cash incentive payment to an NEO exceed 225% of the NEO’s cash incentive target. Actual Fiscal 2023 Cash Incentive Payments. Based on our achievement of EIP performance goals, the calculation of individual cash incentives, using the EIP Payment Formula yielded potential calculated awards of 139.9% of our NEOs’ targets, which was based on:

  72. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    | 139.9% | | | 105% | 112.5% | 110.0% | | 10% | | Achieved Cash Incentive Payment | = | Cash Incentive TargetX | Corporate Financial Performance Achievement FactorX | Revenue Growth Achievement FactorX | Long-Term Revenue Growth Achievement Factor | + | Organizational Performance Goals Achievement Factor |

  73. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    | 2024 Proxy Statement | 63 |

  74. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    The table below shows the amount of the fiscal 2023 EIP awards that were earned, the target cash incentive payments, the cash incentive payments that would have been made based on the formulaic results described above, and the actual cash incentive payments that were made as a result of the Compensation Committee’s decisions discussed above.

  75. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    | NEO(1) | TARGET CASH INCENTIVE PAYMENT ($) | CALCULATED POTENTIAL CASH INCENTIVE AMOUNT BASED ON PERFORMANCE ACHIEVEMENT (EQUAL TO 139. 9% OF TARGET) ($) | ACTUAL CASH INCENTIVE PAYMENT ($) | DIFFERENCE BETWEEN POTENTIAL AND ACTUAL CASH INCENTIVE PAYMENT ($) | RATIONALE | | Dr. Aart J. de Geus | 1,450,000 | 2,028,550 | 1,958,000 | (70,550) | Reduction as part of the long-term management succession planning. | | Sassine Ghazi | 1,250,000 | 1,748,750 | 1,938,000 | 189,250 | Increase as part of the long-term management succession planning and material increase in the role and responsibilities, and to reflect contributions to Synopsys’ sustained strong performance and to improve competitiveness and holding power. | | Shelagh Glaser | 547,107(2) | 765,403 | 794,000 | 28,597 | Increase to reflect contributions to Synopsys’ strong performance and to improve competitiveness and holding power. | | Rick Mahoney | 675,000 | 944,325 | 980,000 | 35,675 | Increase to reflect contributions to Synopsys’ strong performance and to improve competitiveness and holding power. | | John F. Runkel, Jr. | 360,000 | 503,640 | 468,000 | (35,640) | Reduced to better align pay with Synopsys' broader management team. |

  76. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    (1)Mr. Pham, who retired in January 2023, did not receive a cash incentive opportunity in fiscal 2023 due to his retirement. (2)Ms. Glaser received an initial annual base salary of $600,000 on a pro-rated basis and was eligible for an annual cash incentive target opportunity equal to 100% of her pro-rated base salary under our Executive Incentive Plan.

  77. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    | 64 | |

  78. ORGANIZATIONAL PERFORMANCE GOALS ACHIEVEMENT FACTOR

    Equity Awards We believe that equity awards align the interests of our NEOs with the long-term interests of our stockholders by rewarding long-term value creation and by providing retention incentives through multi-year vesting periods.

  79. FISCAL 2023 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    FISCAL 2023 EQUITY AWARDS – ANNUAL EQUITY AWARDS Our Compensation Committee granted the following annual equity awards in the first quarter of fiscal 2023 to our NEOs, other than Mr. Pham who did not receive any awards due to his retirement in January 2023, under our 2006 Employee Plan:

  80. FISCAL 2023 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    | | | | | Annual performance-based restricted stock units (Annual PRSUs), which are eligible to vest only upon the achievement of pre-established performance criteria over a three-year performance period. See table below for more information on the Fiscal 2023 PRSU Program. | Annual time-based restricted stock units (Annual RSUs), which vest in four equal annual installments to contribute to longer-term retention. Annual RSUs also promote long-term performance as their value is directly linked to increases and decreases in our stock price, further aligning NEO interests with long-term stockholders. Annual RSUs have upside potential but deliver value even during periods of market or stock price underperformance. | Stock options with time-based vesting, which vest over four years with 25% of the shares vesting on the one-year anniversary of the grant date, and the remaining shares vesting quarterly thereafter. Stock options encourage long-term performance as they are only valuable if our stock price increases over time, as the awards vest. |

  81. SUMMARY OF CHANGES TO THE FISCAL 2023 PRSU PROGRAM

    | CHANGE | Performance Period & Goal | rTSR Modifier | Vesting Schedule | | PREVIOUS PRSUs | Based on two-year(1) revenue growth goal | rTSR modifier based on our stock price ranking as measured against the S&P 500 Information Technology Sector Index(2) over a two-year period Performance below 50th percentile results in downward adjustment Performance above 50th percentile results in upward adjustment | Vests over three years 50% after two-year performance period upon certification of achievement against goals by the Compensation Committee and 50% the following year (subject to continued employment through each vesting date) | | 2023 PRSUs | Based on three-year(1) revenue growth goal | Same design as the previous PRSUs except measured over a three-year period | Vests after three years 100% after three-year performance period upon certification of achievement against goals by the Compensation Committee (subject to continued employment through each vesting date) | | RATIONALE FOR CHANGE | Incentivizes long-term sustained revenue growth | Incentivizes long-term sustained value creation over three-year period relative to other tech companies, aligns executive officer interests with long-term stockholder interests, and filters out macroeconomic and other factors that are not within management’s control | Encourages long-term retention as well as promotes long-term performance, as PRSUs are directly subject to increases and decreases in our stock price relative to peers, further aligning NEO interests with long-term stockholder interests |

  82. SUMMARY OF CHANGES TO THE FISCAL 2023 PRSU PROGRAM

    The number of annual stock options, annual RSUs and annual PRSUs that each NEO received, and their aggregate grant date fair value is set forth in the table below.

  83. SUMMARY OF CHANGES TO THE FISCAL 2023 PRSU PROGRAM

    | NEO(1) | STOCK OPTIONS (#)(2) | RSU SHARES (#)(3) | PRSU SHARES (#)(4) | GRANT DATE FAIR VALUE OF EQUITY AWARDS ($) | | Dr. Aart J. de Geus | 21,196 | 7,054 | 14,107 | 10,040,676 | | Sassine Ghazi | 15,897 | 5,290 | 10,580 | 7,530,241 | | Shelagh Glaser(5) | 9,538 | 3,174 | 6,348 | 4,518,121 | | Rick Mahoney | 9,538 | 3,174 | 6,348 | 4,518,121 | | John F. Runkel, Jr. | 4,875 | 1,623 | 3,245 | 2,309,691 |

  84. SUMMARY OF CHANGES TO THE FISCAL 2023 PRSU PROGRAM

    (1)Mr. Pham, who retired in January 2023, did not receive equity awards in fiscal 2023 due to his retirement. (2)Stock options vest as to 25% of the shares subject to the option grant on the first anniversary of the grant date and as to 3/48ths of such shares per quarter thereafter, such that all shares subject to the option will be fully vested on February 17, 2027, subject to the NEO providing continuous services to us. (3)Annual RSUs vest as to 25% of the shares subject to the award on each anniversary of the vesting commencement date, such that the entire award will be fully vested on March 15, 2027, subject to the NEO providing continuous services to us. (4)The Fiscal 2023 Annual PRSUs vest over a three-year period. For further detail, see footnote 12 to the table titled “Outstanding Equity Awards at Fiscal 2023 Year-End” on page 83. (5)Excludes Ms. Glaser’s new hire equity awards but includes her fiscal 2023 annual equity awards. Target Value. The size of the annual equity awards granted to each NEO in the second fiscal quarter of fiscal 2023 is based on an estimated target dollar value. The Compensation Committee considered the NEO’s role and responsibilities, historical compensation levels, the impact of award size on our burn rate, pay at comparable companies (which has evolved in recent years to reflect our growth) and internal pay equity in determining awards. The Compensation Committee did not apply a specific formula that weighs these factors. Our equity budget for the coming year was also a critical factor, as the Compensation Committee is mindful of potential stockholder dilution and internal pay equity between our NEOs and employees in general when approving grants. The target dollar value was converted into a number of shares based on estimated conditions on the grant date, as described in “Equity Element Allocation” below. The grant date fair value, which is disclosed in the table above and in the subsection titled "Summary Compensation Table" within the "Executive Compensation Tables" section below reflects the accounting value on the grant date. The following table sets forth the initial target value of each NEO’s equity grants compared to the previous year.

  85. SUMMARY OF CHANGES TO THE FISCAL 2023 PRSU PROGRAM

    | INITIAL TARGET DOLLAR VALUE FOR ANNUAL EQUITY GRANTS OF ALL NEOs | | | | | | NEO | FISCAL 2023 APPROVED TARGET DOLLAR VALUE ($) | FISCAL 2022 APPROVED TARGET DOLLAR VALUE ($) | DIFFERENCE FROM FISCAL 2022 (%) | PRIMARY REASONS FOR THE CHANGE | | Dr. Aart J. de Geus | 10,000,000 | 7,000,000 | 42.9 | Reflects contributions to Synopsys’ sustained strong performance and position change from co-Chief Executive Officer to Chief Executive Officer. | | Sassine Ghazi | 7,500,000 | 6,000,000 | 25 | Reflects contributions to Synopsys’ sustained strong performance, market competitiveness and holding power, and individual performance. | | Shelagh Glaser | 4,500,000 | — | — | Not applicable as Ms. Glaser did not participate in our annual equity award program in fiscal 2022. For an explanation of the target value of Ms. Glaser’s annual equity grant, see page 72. | | Rick Mahoney | 4,500,000 | — | — | Not applicable as Mr. Mahoney did not participate in our annual equity award program in fiscal 2022. Target value of fiscal 2023 annual equity grant reflects role and responsibilities, market competitiveness, and internal equity considerations. | | John F. Runkel, Jr. | 2,300,000 | 2,300,000 | — | No increase. |

  86. SUMMARY OF CHANGES TO THE FISCAL 2023 PRSU PROGRAM

    Equity Element Allocation. After choosing the estimated target dollar value for each NEO’s annual equity awards, the Compensation Committee sought to allocate approximately 50% of the dollar value to PRSUs to ensure that a significant portion of each NEO’s annual equity awards is tied to key performance goals and the remaining amount equally between RSUs and stock options. To determine the target number of PRSUs and RSUs that were granted to the NEOs in fiscal 2023, the Compensation Committee used our closing stock price on the grant date to calculate an award worth approximately 75% of the estimated target dollar value, with approximately 50% allocated towards PRSUs and approximately 25% allocated towards RSUs. For stock options, the Compensation Committee used a Black-Scholes option-pricing model to estimate the fair value of a stock option share on the expected grant date. The actual grant date fair value of the PRSUs reflected in the subsection titled "Summary Compensation Table" within the "Executive Compensation Tables" section below is different because the grants were based on estimates of conditions on the grant date. Fiscal 2023 Annual PRSU Terms. For our Fiscal 2023 Annual PRSUs, the Compensation Committee selected Synopsys’ compound annual growth rate of revenue for the fiscal 2023 to 2025 period (the 2023 - 2025 Revenue CAGR). The actual number of shares that are eligible to vest depends on the level of achievement of our 2023 - 2025 Revenue CAGR goal (the Fiscal 2023 - 2025 Revenue CAGR Goal). Achievement below 80% of our 2023 - 2025 Revenue CAGR goal will result in no PRSUs being earned. Further, rTSR below the 25th percentile will result in a modifier of 0% being applied and no PRSUs being earned.

  87. OVERVIEW OF FISCAL 2023 PRSU PERFORMANCE GOALS

    OVERVIEW OF FISCAL 2023 PRSU PERFORMANCE GOALS

  88. OVERVIEW OF FISCAL 2023 PRSU PERFORMANCE GOALS

    | Number of PRSUs Earned | = | Target Number of PRSUs GrantedX | Fiscal 2023 — 2025 Revenue CAGR MultiplierX | rTSR Rank Modifier |

  89. OVERVIEW OF FISCAL 2023 PRSU PERFORMANCE GOALS

    Fiscal 2023 - 2025 Revenue CAGR Multiplier. The Fiscal 2023 - 2025 Revenue CAGR Multiplier will be calculated pursuant to the payout matrix set forth in the table and graph below following the completion of fiscal 2025 based on achievement against the Fiscal 2023 - 2025 Revenue CAGR Goal set forth below.

  90. PAYOUT OF FISCAL 2022 PRSU GRANTS

    PAYOUT OF FISCAL 2022 PRSU GRANTS As noted above, the Compensation Committee previously approved annual PRSU grants to our NEOs (Fiscal 2022 Annual PRSUs), which were eligible to vest only upon the achievement of a pre-established compound annual growth rate of revenue goal of 13% (the 2022 - 2023 Revenue CAGR) for the fiscal 2022 to 2023 period (the Fiscal 2022 - 2023 Revenue CAGR Multiplier) and the application of a rTSR modifier, in each case, over a two-year performance period as described below.

  91. OVERVIEW OF FISCAL 2022 PRSU PERFORMANCE GOALS

    OVERVIEW OF FISCAL 2022 PRSU PERFORMANCE GOALS

  92. OVERVIEW OF FISCAL 2022 PRSU PERFORMANCE GOALS

    | Number of PRSUs Earned | = | Target Number of PRSUs GrantedX | Fiscal 2022 - 2023 Revenue CAGR MultiplierX | rTSR Rank Modifier |

  93. OVERVIEW OF FISCAL 2022 PRSU PERFORMANCE GOALS

    | 68 | |

  94. OVERVIEW OF FISCAL 2022 PRSU PERFORMANCE GOALS

    Fiscal 2022 - 2023 Revenue CAGR Multiplier. The Fiscal 2022 - 2023 Revenue CAGR Multiplier was calculated based on Synopsys’ actual 2022 - 2023 Revenue CAGR of 17.9%, pursuant to the payout matrix set forth in the table and graph below following the completion of fiscal 2023, which resulted in a Fiscal 2022 - 2023 Revenue CAGR Multiplier of 150%.

  95. FISCAL 2022 rTSR MODIFIER

    Severance and Change of Control Benefits(1)

  96. FISCAL 2022 rTSR MODIFIER

    | NAME OF PLAN | MATERIAL FEATURES | | Executive Change of Control Severance Benefit Plan (Covers all NEOs except for Chief Executive Officer and Executive Chair) | •“Double trigger” provisions to preserve morale and productivity, encourage executive retention to maintain the stability of our business during a change of control, and protect executives in the event of job loss. •A departing executive officer must sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. •Provides for benefits comparable to benefits offered by members of our peer group, which helps us attract talented executives and maintain a consistent management team. | | Executive Severance Benefit and Transition Plan (Covers all NEOs except for Chief Executive Officer and Executive Chair) | •Limited cash severance and equity acceleration benefits. •A departing executive officer must sign a separation and release agreement acceptable to us and comply with certain non-compete, non-solicitation and non-disparagement provisions as a condition to receiving post-employment compensation payments or benefits. •Further, an executive officer may be required to serve as a part-time employee in a pre-defined role for up to 9 months (at a greater than 50% rate with proportionately reduced base salary) at the sole discretion and request of Synopsys to ensure a smooth transition. •Provides for benefits comparable to benefits offered by members of our peer group, which helps us attract talented executives and maintain a consistent management team. | | Chief Executive Officer Employment Agreement (Sassine Ghazi) | •Limited cash severance benefits outside of a change in control and double trigger provisions in the event of a change in control. •Departing chief executive officer must sign a separation and release agreement as a condition to receiving post-employment compensation payments or benefits. •Provides for benefits comparable to benefits offered by members of our peer group, which helps us attract talented executives and maintain a consistent management team. | | Executive Chair Agreement (Dr. Aart J. de Geus) | •No severance benefits outside of a change in control and double trigger provisions in the event of a change in control. •Departing executive chair must sign a separation and release agreement as a condition to receiving post-employment compensation payments or benefits. | | Equity Plan | •If Synopsys is acquired and the surviving company does not assume, replace, or otherwise continue our outstanding equity awards, our 2006 Employee Plan provides that all equity awards held by all employees will fully vest. •We provide this benefit to all employees who hold equity awards under our 2006 Employee Plan to promote the stability and focused service of our workforce during a potentially uncertain time. |

  97. FISCAL 2022 rTSR MODIFIER

    (1)Reflects the severance and change in control arrangements that were in place as of the date of this proxy statement. See “Potential Payments Upon Termination of Employment or Change of Control” beginning on page 87 of this Proxy Statement for more information.

  98. FISCAL 2022 rTSR MODIFIER

    See the subsection titled “Potential Payments upon Termination of Employment or Change of Control” in the “Executive Compensation Tables” section below for more information regarding each of these plans or arrangements as well as our potential or actual payment obligations as of the last day of fiscal 2023. CFO New Hire Package Shelagh Glaser joined Synopsys as our Chief Financial Officer in December 2022 from Zendesk, Inc., a software-as-a-service company, where she served as Chief Financial Officer. We believe that Ms. Glaser will be able to use her financial, strategic, and operational experience in scaling large businesses to build on our success. In connection with Ms. Glaser’s appointment as Chief Financial Officer, the Compensation Committee reviewed Ms. Glaser’s proposed compensation package with Synopsys’ independent compensation consultant and, in conjunction with its approval of the final terms, considered her role and responsibilities, historical compensation levels, pay at comparable companies, internal pay equity and, in the case of equity awards, the impact of the size of her equity awards on our equity burn rate and equity budget. In addition to the standard NEO compensation package of base salary, cash incentive and annual equity grants, Mr. Glaser also received a new hire equity grant and relocation payment, as described below.

  99. FISCAL 2022 rTSR MODIFIER

    | COMPENSATION ELEMENT | CFO NEW HIRE PACKAGE | RATIONALE | | BASE SALARY RATE | $600,000 per year | •Provides a predictable level of income; reflects role and responsibilities as well as market competitiveness. | | CASH INCENTIVE | 100% of base salary | •Reflects role and responsibilities as well as market competitiveness and internal equity considerations. Ties additional upside earning opportunity to Company and individual performance results. | | NEW HIRE EQUITY GRANTS | •Non-qualified stock option with a grant date value of $2,500,000, which vests over four years pursuant to our standard option vesting schedule; •PRSU award with a fair market value of $2,500,000, which was subject to the terms of our fiscal 2022 PRSU program, as described above; •RSU award with a fair market value of $5,000,000, which vests over four years in equal annual installments; and •RSU award with a fair market value of $2,000,000 in lieu of a cash signing bonus, which vested in June 2023 | •Represents inducement awards which are performance-based and/or contingent on our stock price increasing without any special severance or termination provisions. •Inducement awards are consistent with new hire packages at comparable companies and reflect internal pay equity, equity burn rate and equity budget considerations. •Providing an RSU award, in lieu of a cash signing bonus, provides immediate alignment of Ms. Glaser’s interests with those of our long-term stockholders and ensures that a greater portion of her new hire compensation is tied to our stock price. | | ANNUAL EQUITY GRANTS | Annual equity awards with a total value of approximately $4,500,000 | •Reflects role and responsibilities as well as market competitiveness and internal equity considerations. | | RELOCATION PAYMENT | $1,150,000 relocation assistance payment subject to repayment if (i) the Company terminates Ms. Glaser’s employment for cause or she resigns within two years of her employment start date, or (ii) Ms. Glaser fails to relocate within 15 days of August 1, 2023. | •Help defray relocation costs and the significant cost of living increase associated with relocation to the San Francisco Bay Area. •Reflects importance of Ms. Glaser’s role and the considerable operational benefits that would be generated from working primarily at the Company’s headquarters. |

  100. Chief Executive Officer Compensation and Benefits

    Chief Executive Officer Compensation and Benefits In connection with Mr. Ghazi’s appointment as our Chief Executive Officer, he entered into an employment agreement with Synopsys and ceased to participate in the Executive Change of Control Severance Benefit Plan and Executive Severance Benefit and Transition Plan. In determining the terms of Mr. Ghazi’s employment agreement, the Compensation Committee considered the recommendations of our independent compensation consultant, Aon, as well as Mr. Ghazi’s substantial role and responsibilities, the importance of his role to Synopsys’ long-term success, Synopsys’ sustained strong performance during his tenure as President and Chief Operating Officer, Chief Executive Officer compensation at comparable companies and the desire to provide a competitive compensation package in-line with our peers with significant holding power, and the impact of the size of his equity awards on our equity burn rate and equity budget. Under the terms of his employment agreement, his salary was increased from $625,000 to $840,000, which was in the 25th percentile of salary for equivalent roles at our peers, with his target cash incentive opportunity as a percentage of salary remaining unchanged at 200%, in-line with our peers. Further, the target value of Mr. Ghazi’s annual equity grants was increased from $7,500,000 to $15,000,000, which was in the 50th percentile of annual equity grants for equivalent roles at our peers, and Mr. Ghazi received a one-time equity grant in connection with his promotion with a target value of $8,000,000, 100% of which was in the form of PRSUs. Two-thirds of Mr. Ghazi’s equity awards granted in fiscal 2024 are performance based to emphasize longer-term financial and organizational performance and commitment to stockholder alignment. Mr. Ghazi is also entitled to certain enhanced severance benefits, the terms of which are described in more detail below in the section entitled “Potential Payments upon Termination of Employment or Change of Control.”

  101. Our Compensation Decision-making Process

    | ROLE OF COMPENSATION COMMITTEE CONSULTANT | •Our Compensation Committee directly retained the services of Aon as its independent compensation consultant for fiscal 2023. •The Compensation Committee conducts an annual assessment of its consultant’s performance and re-appoints its consultant each year. •The Compensation Committee assessed the independence of Aon pursuant to the Nasdaq Listing Standards and applicable federal securities laws and concluded that Aon is independent and that no conflict of interest exists that would prevent Aon from serving as an independent consultant to the Compensation Committee. | | In fiscal 2023, the Compensation Committee services provided by Aon included: •Assisting in the selection of our peer group companies for fiscal 2024; •Providing and analyzing compensation market data; •Helping the Compensation Committee interpret compensation market data; •Assisting in the review of recent governance trends for potential policy updates; •Advising on the reasonableness of our NEO compensation levels and programs as well as the design of our PRSU program; •Advising on our new Chief Financial Officer compensation package; •Advising on our new Chief Executive Officer and Executive Chair compensation packages; •Assisting in the review of non-employee director compensation, including providing compensation market data; •Assisting in the review of the NEO compensation disclosure in this Proxy Statement; •Conducting a detailed review of our cash and equity compensation plans to provide an independent view of the risks associated with our compensation programs, including those for our NEOs; and •Attending each Compensation Committee meeting, including meeting with the Compensation Committee in private sessions. In addition to the approximately $301,000 in fees we paid Aon for services provided to our Compensation Committee, we also paid approximately $144,000 in fees to Aon during fiscal 2023 for access by our Human Resources department to Aon’s general employee compensation benchmarking data, access to immigration prevailing wage reports, and benefits-related work in certain foreign jurisdictions. The decision to engage Aon for these services was made by management and approved by the Compensation Committee. | |

  102. Our Compensation Decision-making Process

    Peer Group Comparisons Our Compensation Committee reviews compensation data from a specific group of companies that are similar in scale and organizational complexity in considering the compensation of our NEOs. In June 2022, the Compensation Committee selected peer group companies for fiscal 2023 with an emphasis on companies that (1) were business or labor market competitors in the software (excluding gaming and e-commerce software companies) or fabless semiconductor industries; (2) generated annual revenues between approximately 0.5 and 2.5 times Synopsys’ revenue (approximately $2.5 billion to $12.5 billion); and (3) had a market capitalization between approximately 0.5 and 3.0 times Synopsys’ market capitalization (approximately $20.0 billion to $120.0 billion). Our peer group for fiscal 2023 was as follows:

  103. Our Compensation Decision-making Process

    | FISCAL 2023 PEER GROUP | | | Akamai Technologies, Inc. | Marvell Technology Group Ltd. | | Analog Devices, Inc. | Microchip Technology Inc. | | ANSYS, Inc. | NetApp, Inc. | | Autodesk, Inc. | Open Text Corporation | | Cadence Design Systems, Inc. | Palo Alto Networks Inc. | | Fortinet, Inc. | ServiceNow, Inc. | | Intuit Inc. | Splunk Inc. | | Keysight Technologies Inc. | Workday Inc. | | KLA Corporation | |

  104. Our Compensation Decision-making Process

    Analog Devices, Inc. KLA Corporation and NetApp, Inc. were added to our fiscal 2023 peer group because they meet the financial criteria set forth above, are companies with which we compete for talent, and operate in similar or adjacent industries as Synopsys. Advanced Micro Devices, Inc., Citrix Systems, Inc., Gen Digital Inc. (f/k/a NortonLifeLock, Inc.), Nuance Communications, Inc., Teradata Corporation and Xilinx, Inc. were removed from our fiscal 2023 peer group because they no longer meet the financial criteria set forth above or had become part of another organization through an acquisition. The Compensation Committee uses peer group comparisons to measure the competitiveness of our compensation practices. Pay at comparable companies is just one of the factors in the Compensation Committee’s pay decisions. The Compensation Committee also accounts for individual performance, an NEO’s level of experience and responsibilities, internal pay equity, the Company’s compensation budget, historical compensation levels, and other factors that are deemed to be important based on the Compensation Committee’s reasonable judgment. Stock Ownership Guidelines We maintain share ownership guidelines, which we require individuals employed in specified positions to own certain levels of stock to align their interests with those of our stockholders, and to promote accountability and mitigate excessive risk taking in long-term decision making. Under our current share ownership guidelines, each of our continuing NEOs is required to hold the number of shares set forth below; provided, however, that if the value of any NEO’s shares drops below the applicable Minimum Value set forth below, such NEO will be required to hold the number of shares equal to the Minimum Value.

  105. Our Compensation Decision-making Process

    | POLICY | CONSIDERATIONS | MATERIAL FEATURES | | Anti-Hedging Policy | •Hedging insulates executives from stock price movement and reduces alignment with stockholders. | •Pursuant to our insider trading policy, all employees, including our NEOs, and our directors are prohibited from engaging in the following types of hedging transactions involving our common stock: (1) selling short any Synopsys stock or other Synopsys securities and (2) buying or selling puts or calls or other derivatives of Synopsys securities, or otherwise entering into any hedging arrangements involving Synopsys securities. | | Anti-Pledging Policy | •Pledging raises potential risks to stockholder value, particularly if the pledge is significant. | •Our insider trading policy prohibits our employees, including our NEOs, and our directors from holding our common stock in a margin account or pledging it as collateral for a loan. | | Equity Grant Timing Policy | •Equity award grants should not be timed to take advantage of the release of material nonpublic information. | •Executives are generally granted equity awards at the beginning of each fiscal year at a Compensation Committee meeting that is typically scheduled more than a year in advance, and on a date when the option exercise price reflects a fully informed market price. •New-hire, promotional or special recognition equity grants for executives are made shortly after the occurrence of the applicable event but not during closed windows. | | Equity Burn Rate Policy | •Dilution to our existing stockholders should be closely managed. | •The Compensation Committee approves an annual gross equity budget at the beginning of the year to achieve a gross burn rate that approximates the average burn rate for peer group companies and the software and services industry more generally. | | Clawback Policy | •We must be able to recoup incentive compensation from executive officers in the event of a restatement of our financial statements. | •As required under Nasdaq Listing Standards and SEC rules, we must “clawback” incentive compensation paid to our executive officers in the event of a restatement of our financial statements that are filed with the SEC if less compensation would have been earned by the executive officer based on the restated financial results. |

  106. Conclusion

    | RISK ASSESSMENT FACTOR | RISK MITIGATION APPROACH | | Revenue model and cash incentive plan | Encourage our employees to focus on creating a stable, predictable stream of revenue over multiple years, rather than focusing on current year revenue at the expense of succeeding years. | | Allocation of compensation | Effectively balances short-term performance and long-term performance. | | Cash and equity incentive awards | Focus on both near-term and long-term goals and, in the case of equity incentive awards, provide for compensation over a multi-year period, to encourage our employees to remain focused on our performance beyond the immediate fiscal year. | | Performance goals for our cash and equity incentive awards | Use a variety of performance metrics, which diversifies the risk associated with any one metric or aspect of performance. | | Cash and equity incentive awards | Contain a range of performance levels and payouts to discourage employees from taking risky actions to meet a single target with an all-or-nothing result of compensation or no compensation. | | Executive Incentive Plan | Caps cash incentive payments at a maximum award size and also includes a threshold for funding affordability. In addition, the Compensation Committee retains discretion to adjust our employees’ incentive payments under the plan. | | Cash incentive payments and equity awards for Executive Officers | Subject to a clawback policy to recover incentive compensation paid to Executive Officers in the event of a financial restatement. |

  107. Summary Compensation Table

    Summary Compensation Table The following table shows compensation awarded to, paid to, or earned by each of our NEOs for each of the last three fiscal years. Our NEOs for fiscal 2023 consisted of: Dr. de Geus, our Executive Chair; Mr. Ghazi, our President and Chief Executive Officer; Ms. Glaser, our Chief Financial Officer; Mr. Mahoney, our Chief Revenue Officer; Mr. Runkel, our General Counsel and Corporate Secretary; and Mr. Pham, our former Chief Financial Officer.

  108. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2)(3) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Dr. Aart J. de Geus Executive Chair of the Board of Directors | 2023 | 678,750 | — | 7,540,580 | 2,500,096 | 1,958,000 | 3,650 | 12,681,076 | | | 2022 | 540,000 | — | 5,167,366 | 1,750,079 | 2,595,000 | 6,050 | 10,058,495 | | | 2021 | 540,000 | — | 5,250,326 | 1,750,009 | 2,430,000 | 4,650 | 9,974,985 | | Sassine Ghazi President and Chief Executive Officer | 2023 | 593,750 | — | 5,655,169 | 1,875,072 | 1,938,000 | 6,000 | 10,067,991 | | | 2022 | 500,000 | — | 4,429,393 | 1,500,053 | 2,000,000 | 4,050 | 8,433,496 | | | 2021 | 500,000 | — | 3,750,467 | 1,250,006 | 1,500,000 | 2,779,150 | 9,779,623 | | Shelagh Glaser Chief Financial Officer | 2023 | 544,615 | — | 13,327,205 | 3,625,061 | 794,000 | 1,154,500 | 19,445,381 | | Richard Mahoney Chief Revenue Officer | 2023 | 450,000 | — | 3,393,101 | 1,125,020 | 980,000 | 3,219 | 5,951,340 | | John F. Runkel, Jr. General Counsel and Corporate Secretary | 2023 | 443,750 | — | 1,734,678 | 575,013 | 468,000 | 4,650 | 3,226,091 | | | 2022 | 425,000 | — | 1,698,320 | 575,048 | 526,000 | 5,550 | 3,229,918 | | | 2021 | 425,000 | — | 1,650,196 | 550,051 | 557,800 | 4,900 | 3,187,947 | | Trac Pham Former Chief Financial Officer | 2023 | 82,212 | — | — | — | — | 1,027 | 83,239 | | | 2022 | 475,000 | — | — | — | 855,000 | 5,800 | 1,335,800 | | | 2021 | 475,000 | — | 2,625,280 | 875,035 | 890,600 | 5,905 | 4,871,820 |

  109. Summary Compensation Table

    (1)The amounts shown for stock awards and option awards represent the aggregate grant date fair value of such awards granted to our NEOs in fiscal 2023, fiscal 2022, and fiscal 2021 as computed in accordance with ASC Topic 718, Compensation—Stock Compensation. See below for more information on, and assumptions used for, the grant date fair value of the fiscal 2022 performance-based stock unit awards (the 2022 Annual PRSUs) and the fiscal 2023 performance-based stock unit awards (the 2023 Annual PRSUs). For each time-based restricted stock unit award, the grant date fair value is calculated using the closing price of our common stock on the grant date and, in the case of the fiscal 2021 performance-based restricted stock unit awards, assuming 100% probability of achievement of performance conditions as of the grant date, which is also the maximum level of performance that may be achieved for such awards. For each option award, the grant date fair value is calculated using the Black-Scholes option-pricing model. These amounts do not represent the actual value that may be realized by the NEO upon vesting, exercise or settlement of such awards. For information on the assumptions used to calculate the value of the awards, refer to Note 13 to the consolidated financial statements contained in our 2023 Annual Report on Form 10-K. (2)Amounts in fiscal 2022 include the 2022 Annual PRSUs, which are generally based on Synopsys’ compound annual growth rate of revenue for the fiscal 2022 to 2023 period (the 2022 - 2023 Revenue CAGR) and on our stock price ranking as measured against the S&P 500 Information Technology Sector Index over a two-year period. The actual number of shares that were eligible to vest depended on: (a) the level of achievement of our 2022 - 2023 Revenue CAGR goal (the Fiscal 2022 - 2023 Revenue CAGR Goal) and (b) Synopsys’ relative TSR ranking as measured against the S&P 500 Information Technology Sector Index following the completion of fiscal 2023 (the rTSR Goal). Assumptions made in the valuation of these awards are described in Note 13 to our financial statements included in our 2022 Annual Report on Form 10-K filed with the SEC on December 12, 2022. For the 2022 Annual PRSUs, consistent with ASC Topic 718, the full grant date fair value was determined using a Monte Carlo simulation performed as of the date of grant by an independent third party and therefore is not subject to probable or maximum outcome assumptions. See “Compensation Discussion and Analysis” section beginning on page 68 under the subsection titled “Equity Awards - Payout of Fiscal 2022 PRSU Grants” for the achievement against these two performance goals and the number of 2022 Annual PRSUs that were earned and vested by the NEOs. (3)Amounts in fiscal 2023 include the 2023 Annual PRSUs, which are generally based on Synopsys’ compound annual growth rate of revenue for the fiscal 2023 to 2025 period (the 2023 - 2025 Revenue CAGR) and on our stock price ranking as measured against the S&P 500 Information Technology Sector Index over a three period. The actual number of shares that are eligible to vest depends on: (a) the level of achievement of our 2023 - 2025 Revenue CAGR goal (the Fiscal 2023 - 2025 Revenue CAGR Goal) and (b) Synopsys’ relative TSR ranking as measured against the S&P 500 Information Technology Sector Index following the completion of fiscal 2025 (the rTSR Goal). See “Compensation Discussion and Analysis” section beginning on page 65 under the subsection titled “Equity Awards - Fiscal 2023 Equity Awards - Annual Equity Awards.” Assumptions made in the valuation of these awards are described in Note 13 to our financial statements included in our 2023 Annual Report on Form 10-K. For the 2023 Annual PRSUs, consistent with ASC Topic 718, the full grant date fair value was determined using a Monte Carlo simulation performed as of the date of grant by an independent third party and therefore is not subject to probable or maximum outcome assumptions. (4)Amounts consist of cash-based incentive compensation earned for the achievement of performance objectives approved by our Compensation Committee for fiscal 2023, fiscal 2022 and fiscal 2021, as applicable, under our Executive Incentive Plan (EIP).

  110. Summary Compensation Table

    | 2024 Proxy Statement | 79 |

  111. Summary Compensation Table

    (5)Amounts for fiscal 2023 include the following:

  112. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($)(A) | HSA Matching Contributions ($)(B) | Non-Cash Award ($) | Service Award ($) | Relocation Expenses ($)(C) | Total ($) | | Dr. Aart J. de Geus | 3,000 | 500 | 150 | — | — | 3,650 | | Sassine Ghazi | 3,000 | 1,000 | 150 | 1,850 | — | 6,000 | | Shelagh Glaser | 3,000 | 1,500 | — | — | 1,150,000 | 1,154,500 | | Richard Mahoney | 3,000 | — | 150 | 69 | — | 3,219 | | John F. Runkel, Jr. | 3,000 | 1,500 | 150 | — | — | 4,650 | | Trac Pham | 877 | — | 150 | — | — | 1,027 |

  113. Summary Compensation Table

    (A)Amounts include matching contributions made by Synopsys under our tax-qualified 401(k) plan, which provides for broad-based U.S. employee participation. (B)Amounts include matching contributions made by Synopsys to each NEO’s health savings account at the same rate as for our other employees who enroll in this health plan. (C)Amount paid to Ms. Glaser to incentivize her to relocate to the San Francisco Bay Area, where Synopsys is headquartered. (6)Amounts exclude non-qualified deferred compensation earnings because we do not regard the returns from the investment alternatives selected by the executive for such earnings to be above-market or preferential as they are consistent with the types of investment opportunities generally provided to our employees under our tax-qualified 401(k) plan and Synopsys does not supplement or guarantee the returns on amounts deferred.

  114. Summary Compensation Table

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  115. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information with respect to grants of plan-based awards in fiscal 2023 to our NEOs, including cash awards and equity awards, except for Mr. Pham who did not receive any awards due to his retirement in January 2023 was not granted any plan-based awards in fiscal 2023. The equity awards granted to our NEOs in fiscal 2023 were granted under our 2006 Employee Equity Incentive Plan.

  116. Grants of Plan-Based Awards

    | Name | | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards($)(2) | | | Grant Type | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Dr. Aart J. de Geus | Cash Incentive | N/A | 1,015,000 | 1,450,000 | 3,262,500 | — | — | — | — | — | — | — | | | PRSUs | 02/17/2023 | — | — | — | 5,291(3) | 14,107(3) | 26,451(3) | — | — | — | 5,040,290 | | | Options | 02/17/2023 | — | — | — | — | — | — | — | 21,196(4) | 354.45(5) | 2,500,096 | | | RSUs | 02/17/2023 | — | — | — | — | — | — | 7,054(6) | — | — | 2,500,290 | | Sassine Ghazi | Cash Incentive | N/A | 875,000 | 1,250,000 | 2,812,500 | — | — | — | — | — | — | — | | | PRSUs | 02/17/2023 | — | — | — | 3,968(3) | 10,580(3) | 19,838(3) | — | — | — | 3,780,128 | | | Options | 02/17/2023 | — | — | — | — | — | — | — | 15,897(4) | 354.45(5) | 1,875,072 | | | RSUs | 02/17/2023 | — | — | — | — | — | — | 5,290(6) | — | — | 1,875,041 | | Shelagh Glaser | Cash Incentive | N/A | 382,975 | 547,107(7) | 1,230,991 | — | — | — | — | — | — | — | | | PRSUs | 12/02/2022 | — | — | — | 2,694(8), | 7,181(8) | 13,465(8) | — | — | — | 2,933,798 | | | | 02/17/2023 | — | — | — | 2,381(3) | 6,348(3) | 11,903(3) | — | — | — | 2,268,077 | | | Options | 12/02/2022 | — | — | — | — | — | — | — | 20,897(9) | 348.17(10) | 2,500,042 | | | | 02/17/2023 | — | — | — | — | — | — | — | 9,538(4) | 354.45(5) | 1,125,020 | | | RSUs | 12/02/2022 | — | — | — | — | — | — | 5,745(11) | — | — | 2,000,237 | | | | 12/02/2022 | — | — | — | — | — | — | 14,361(12) | — | — | 5,000,069 | | | | 02/17/2023 | — | — | — | — | — | — | 3,174(6) | — | — | 1,125,024 | | Richard Mahoney | Cash Incentive | N/A | 472,500 | 675,000 | 1,518,750 | — | — | — | — | — | — | — | | | PRSUs | 02/17/2023 | — | — | — | 2,381(3) | 6,348(3) | 11,903(3) | — | — | — | 2,268,077 | | | Options | 02/17/2023 | — | — | — | — | — | — | — | 9,538(4) | 354.45(5) | 1,125,020 | | | RSUs | 02/17/2023 | — | — | — | — | — | — | 3,174(6) | — | — | 1,125,024 | | John F. Runkel, Jr. | Cash Incentive | N/A | 252,000 | 360,000 | 810,000 | — | — | — | — | — | — | — | | | PRSUs | 02/17/2023 | — | — | — | 1,217(3) | 3,245(3) | 6,085(3) | — | — | — | 1,159,406 | | | Options | 02/17/2023 | — | — | — | — | — | — | — | 4,875(4) | 354.45(5) | 575,013 | | | RSUs | 02/17/2023 | — | — | — | — | — | — | 1,623(6) | — | — | 575,272 |

  117. Grants of Plan-Based Awards

    (1)Represents possible cash award payouts for fiscal 2023 under the EIP. Cash awards paid to NEOs under the EIP are dependent on the achievement of certain performance targets, as well as the level of achievement. The amounts listed under the “Threshold” column represent the cash awards payable to NEOs under the EIP at a 90% average achievement of the Corporate Financial Goals described in the “Compensation Discussion and Analysis” section beginning on page 58 under the subsection titled “Short-Term Cash Incentives” assuming the threshold payment was achieved. Pursuant to the EIP, if the average achievement of the Corporate Financial Goals is below 90% and/or the threshold payment goal was achieved, no cash awards are paid. The amounts listed under the “Target” column represent the cash awards payable in fiscal 2023 at a 100% average achievement of the Corporate Financial Goals. The amounts listed under the “Maximum” column represent the maximum cash awards payable, which for each NEO equals 225% of the NEO’s target variable cash incentive compensation. Actual cash awards paid to the NEOs for fiscal 2023 are reported in the “Summary Compensation Table” on page 79 under the “Non-Equity Incentive Plan Compensation” column. (2)Represents the fair value of the stock and option awards on the grant date, as computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual value that may be realized by the NEO upon vesting, exercise or settlement of such awards. For information on the assumptions used to calculate the fair value of the stock and option awards, refer to Note 13 to the consolidated financial statements contained in our 2023 Annual Report on Form 10-K. See footnotes 2 and 3 of the Summary Compensation table on page 79 for further information regarding the grant date fair value of the 2022 Annual PRSUs and 2023 Annual PRSUs, respectively. (3)The amounts listed under the “Threshold” column for the 2023 Annual PRSUs represent the PRSUs eligible to vest if only the threshold of each of the Fiscal 2023 - 2025 CAGR Goal and the rTSR Goal (together, the 2023 PRSU Goals) are achieved. The amounts listed under the “Target” column for the 2023 Annual PRSUs represent the PRSUs eligible to vest if only the target of each of the 2023 PRSU Goals is achieved. The “Maximum” columns for the 2023 Annual PRSUs represent the PRSUs eligible to vest if the maximum of each of the 2023 PRSU Goals is achieved. If the minimum threshold of each of the 2023 PRSU Goals are met, all of the 2023 Annual PRSUs will vest on the date the Compensation Committee certifies the level of achievement of the 2023 PRSU Goals, subject to the NEO providing continuous services to us through such date. If either of the minimum threshold achievements for the 2023 PRSU Goals are not met, no portion of the 2023 Annual PRSUs will be eligible to vest. See “Compensation Discussion and Analysis” section beginning on page 65 under the subsection titled “Equity Awards” for the material terms of the 2023 Annual PRSUs, including the minimum threshold requirements for each of the PRSU Goals.

  118. Grants of Plan-Based Awards

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  119. Grants of Plan-Based Awards

    (4)The option vests with respect to 25% of the shares on the first anniversary of the grant date, and with respect to 3/48ths of the shares quarterly thereafter, such that the entire award will be vested on February 17, 2027, subject to the NEO providing continuous services to us. (5)Represents the closing price of our common stock as reported on the Nasdaq Global Select Market on February 17, 2023, the grant date of these awards. (6)This restricted stock unit award vests in four equal annual installments beginning on March 15, 2024, subject to the NEO providing continuous services to us. (7)Ms. Glaser received an initial annual base salary of $600,000 on a pro-rated basis and was eligible for an annual cash incentive target opportunity equal to 100% of her pro-rated base salary under our Executive Incentive Plan. (8)Represents an award of 2022 Annual PRSUs in connection with Ms. Glaser's appointment as Chief Financial Officer. The amounts listed under the "Threshold" column for the 2022 Annual PRSUs represent the PRSUs eligible to vest if only the threshold of each of the Fiscal 2022 - 2023 CAGR Goal and the rTSR Goal (together, the 2022 PRSU Goals) are achieved. The amounts listed under the "Target" column for the 2022 Annual PRSUs represent the PRSUs eligible to vest if only the target of each of the 2022 PRSU Goals is achieved. The "Maximum" columns for the 2022 Annual PRSUs represent the PRSUs eligible to vest if the maximum of each of the 2022 PRSU Goals is achieved. If the minimum threshold of each of the 2022 PRSU Goals was met, 50% of the 2022 Annual PRSUs earned would vest as of the date of achievement and the remaining 50% will vest on December 8, 2024, subject to the NEO providing continuous services to us. If either of the minimum threshold achievements for the 2022 PRSU Goals were not met, no portion of the 2022 Annual PRSUs would be eligible to vest. See “Compensation Discussion and Analysis” section beginning on page 68 under the subsection titled “Equity Awards - Payout of Fiscal 2022 PRSU Grants” for the number of 2022 Annual PRSUs that were earned and vested by Ms. Glaser pursuant to this award. (9)The option vested with respect to 25% of the shares on the first anniversary of the grant date, and with respect to 3/48ths of the shares quarterly thereafter, such that the entire award will be vested on December 2, 2026, subject to Ms. Glaser providing continuous services to us. (10)Represents the closing price of our common stock as reported on the Nasdaq Global Select Market on December 2, 2022, the grant date of these awards. (11)This restricted stock unit award vested in full on June 15, 2023. (12)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2023, so long as Ms. Glaser provides continuous services to us.

  120. Grants of Plan-Based Awards

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  121. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table summarizes the number of securities underlying outstanding equity awards for our NEOs as of October 28, 2023, the last day of fiscal 2023:

  122. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Dr. Aart J. de Geus | 12/12/2018 | 104,646 | — | 89.76 | 12/12/2025 | — | — | — | — | | | 12/12/2019 | 69,976 | 4,665(2) | 135.88 | 12/12/2026 | — | — | — | — | | | 12/12/2019 | — | — | — | — | 4,231(3) | 1,933,567 | — | — | | | 12/10/2020 | 19,928 | 9,059(4) | 234.17 | 12/10/2027 | — | — | — | — | | | 12/10/2020 | — | — | — | — | 7,473(5) | 3,415,161 | — | — | | | 12/10/2020 | — | — | — | — | 3,736(6) | 1,707,352 | — | — | | | 12/09/2021 | 7,799 | 10,029(7) | 354.48 | 12/09/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 3,702(8) | 1,691,814 | — | — | | | 02/18/2022 | — | — | — | — | 22,817(9) | 10,427,369 | — | — | | | 02/17/2023 | — | 21,196(10) | 354.45 | 02/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 7,054(11) | 3,223,678 | — | — | | | 02/17/2023 | — | — | — | — | — | — | 26,451(12) | 12,088,107 | | Sassine Ghazi | 12/08/2017 | 30,881 | — | 90.51 | 12/08/2024 | — | — | — | — | | | 12/12/2018 | 34,098 | — | 89.76 | 12/12/2025 | — | — | — | — | | | 12/12/2019 | 41,072 | 2,739(2) | 135.88 | 12/12/2026 | — | — | — | — | | | 12/12/2019 | — | — | — | — | 2,484(3) | 1,135,188 | — | — | | | 09/28/2020 | 10,339 | 3,446(13) | 212.64 | 9/28/2027 | — | — | — | — | | | 09/28/2020 | — | — | — | — | 882(14) | 403,074 | — | — | | | 12/10/2020 | 14,235 | 6,470(4) | 234.17 | 12/10/2027 | — | — | — | — | | | 12/10/2020 | — | — | — | — | 5,338(5) | 2,439,466 | — | — | | | 12/10/2020 | — | — | — | — | 2,669(6) | 1,219,733 | — | — | | | 12/09/2021 | 6,686 | 8,595(7) | 354.48 | 12/09/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 3,174(8) | 1,450,518 | — | — | | | 02/18/2022 | — | — | — | — | 19,559(9) | 8,938,463 | — | — | | | 02/17/2023 | — | 15,897(10) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 5,290(11) | 2,417,530 | — | — | | | 02/17/2023 | — | — | — | — | — | — | 19,838(12) | 9,065,966 | | Shelagh Glaser | 12/02/2022 | — | 20,897(15) | 348.17 | 12/02/2029 | — | — | — | — | | | 12/02/2022 | — | — | — | — | 14,361(16) | 6,562,977 | — | — | | | 12/02/2022 | — | — | — | — | 13,465(9) | 6,153,505 | — | — | | | 02/17/2023 | — | 9,538(10) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 3,174(11) | 1,450,518 | — | — | | | 02/17/2023 | — | — | — | — | — | — | 11,903(12) | 5,439,671 | | Richard Mahoney | 05/31/2022 | 7,373 | 16,220(17) | 319.20 | 5/31/2029 | — | — | — | — | | | 05/31/2022 | — | — | — | — | 23,496(18) | 10,737,672 | — | — | | | 05/31/2022 | — | — | — | — | 14,687(9) | 6,711,959 | — | — | | | 02/17/2023 | — | 9,538(10) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 3,174(11) | 1,450,518 | — | — | | | 02/17/2023 | — | — | — | — | | | 11,903(12) | 5,439,671 |

  123. Outstanding Equity Awards at Fiscal 2023 Year-End

    | 2024 Proxy Statement | 83 |

  124. Outstanding Equity Awards at Fiscal 2023 Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | John F. Runkel, Jr. | 12/12/2019 | — | 1,572(2) | 135.88 | 12/12/2026 | — | — | — | — | | | 12/12/2019 | — | — | — | — | 1,426(3) | 651,682 | — | — | | | 12/10/2020 | — | 2,848(4) | 234.17 | 12/10/2027 | — | — | — | — | | | 12/10/2020 | — | — | — | — | 2,348(5) | 1,073,036 | — | — | | | 12/10/2020 | — | — | — | — | 1,174(6) | 536,518 | — | — | | | 12/09/2021 | — | 3,295(7) | 354.48 | 12/09/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 1,217(8) | 556,169 | — | — | | | 02/18/2022 | — | — | — | — | 7,499(9) | 3,427,043 | — | | | | 02/17/2023 | — | 4,875(10) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 1,623(11) | 741,711 | — | — | | | 02/17/2023 | — | — | — | — | — | — | 6,085(12) | 2,780,845 |

  125. Outstanding Equity Awards at Fiscal 2023 Year-End

    (1)The market value of stock awards was determined by multiplying the number of unvested or unearned shares by the closing price of our common stock of $457.00 on October 27, 2023, the last trading day of fiscal 2023, as reported on the Nasdaq Global Select Market. (2)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on December 12, 2023, subject to the NEO providing continuous services to us. (3)These restricted stock unit awards were eligible to vest in four equal annual installments upon achievement of pre-established performance goals, namely the achievement of $790 million of non-GAAP net income for fiscal 2020. This goal was achieved and, accordingly, 25% of the target awards vested on each of December 10, 2020, December 8, 2021, and subsequent to fiscal year end on December 8, 2022, respectively, and the remaining 25% vested on December 8, 2023, subject to the NEO providing continuous services to us. (4)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on December 10, 2024, subject to the NEO providing continuous services to us. (5)These restricted stock unit awards were eligible to vest in four equal annual installments upon achievement of pre-established performance goals, namely the achievement of $972 million of non-GAAP net income for fiscal 2021. This goal was achieved and, accordingly, 25% of the target awards vested on each of December 9, 2021 and subsequent to fiscal year end on December 8, 2022, respectively, and the remaining 50% vests in two equal annual installments beginning on December 8, 2023, subject to the NEO providing continuous services to us. (6)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2021, subject to the NEO providing continuous services to us. (7)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on December 9, 2025, subject to the NEO providing continuous services to us. (8)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2022, subject to the NEO providing continuous services to us. (9)The amount in this column represents the number of 2022 Annual PRSUs that were earned based on achievement against two pre-established performance goals: first, the achievement of the fiscal 2022 - 2023 compound annual growth rate of revenue target and, second, on our stock price ranking as measured against the S&P 500 Information Technology Sector Index over fiscal 2022 - 2023. 50% of the PRSUs vested on December 12, 2023, the date that the Compensation Committee certified the level of achievement. The remaining 50% of the PRSUs vest on December 8, 2024, subject to the NEO providing continuous services to us. See “Compensation Discussion and Analysis” section beginning on page 68 under the subsection titled “Equity Awards - Payouts of Fiscal 2022 PRSU Grants” for the achievement against these two performance goals and the number of 2022 Annual PRSUs that were earned and vested by the NEOs. (10)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on February 17, 2027, subject to the NEO providing continuous services to us. (11)This restricted stock unit award vests in four equal annual installments beginning on March 15, 2024, subject to the NEO providing continuous services to us. (12)These restricted stock unit awards vest in full after a three-year period upon certification of achievement against two pre-established performance goals: first, the achievement of the fiscal 2023 - 2025 compound annual growth rate revenue target and, second, our stock price ranking as measured against the S&P 500 Information Technology Sector Index over fiscal 2023 - 2025. Upon achievement of these performance goals, all of the 2023 Annual PRSUs will vest on the date the Compensation Committee certifies the level of achievement, subject to the NEO providing continuous services to us. As of October 28, 2023, the aggregate achievement of the performance metrics was trending at the maximum payout level and, as a result, the number of shares and the payout value are reported assuming payout at the maximum award levels. The actual number of shares that are eligible to vest depends on our level of achievement against these performance goals. See “Compensation Discussion and Analysis” section beginning on page 65, under the subsection titled “Equity Awards - Fiscal 2023 Equity Awards - Annual Equity Awards.” (13)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on September 28, 2024, so long as Mr. Ghazi provides continuous services to us. (14)This restricted stock unit award vests in four equal annual installments beginning on September 15, 2021, so long as Mr. Ghazi provides continuous services to us. (15)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on December 2, 2026, subject to Ms. Glaser providing continuous services to us. (16)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2023, so long as Ms. Glaser provides continuous services to us.

  126. Outstanding Equity Awards at Fiscal 2023 Year-End

    | 84 | |

  127. Outstanding Equity Awards at Fiscal 2023 Year-End

    (17)Option vests as to 25% of the shares subject to the option on the one-year anniversary of the grant date and as to 6.25% of such shares per quarter thereafter, such that the entire award will be fully vested on May 31, 2026, subject to Mr. Mahoney providing continuous services to us. (18)This restricted stock unit award vests in four equal annual installments beginning on June 15, 2023, so long as Mr. Mahoney provides continuous services to us.

  128. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table provides information with respect to all stock options exercised and the value realized upon exercise, and all stock awards vested and the value realized upon vesting, by our NEOs during fiscal 2023.

  129. Option Exercises and Stock Vested in Fiscal 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Dr. Aart J. de Geus | 120,839 | 42,262,424 | 25,514 | 8,395,118 | | Sassine Ghazi | 58,272 | 15,402,673 | 14,681 | 4,940,112 | | Shelagh Glaser | — | — | 5,745 | 2,564,396 | | Richard Mahoney | — | — | 19,425 | 8,670,737 | | John F. Runkel, Jr. | 15,916 | 3,551,936 | 6,329 | 2,085,228 | | Trac Pham | 21,295 | 4,766,345 | 12,912 | 4,247,681 |

  130. Option Exercises and Stock Vested in Fiscal 2023

    (1)The value realized on exercise equals the difference between (a) the closing price per share of our common stock as reported on the Nasdaq Global Select Market on or prior to the date of exercise if the shares were held, and (b) the applicable exercise price of such stock options. (2)Such number of shares represents the gross number of shares acquired by the NEO on the vesting date. Synopsys withholds shares for tax purposes and the NEO receives a smaller number of shares. (3)The value realized on vesting equals the closing price per share of our common stock as reported on the Nasdaq Global Select Market on the vesting date multiplied by the gross number of shares acquired on vesting as described above in note (2).

  131. Option Exercises and Stock Vested in Fiscal 2023

    | 2024 Proxy Statement | 85 |

  132. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We maintain a non-qualified deferred compensation program for a select group of management and highly compensated employees so that an eligible employee may elect, on a prospective basis, to defer the receipt of a portion of the compensation they receive from us. The program is administered under two plans: the Synopsys Deferred Compensation Plan (Deferred Compensation Plan I) and the Synopsys Amended and Restated Deferred Compensation Plan II (Deferred Compensation Plan II). The amount of earnings (or losses) that accrue to a participant’s account under either the Deferred Compensation Plan I or the Deferred Compensation Plan II depends on the performance of investment alternatives selected by the participant. The investment alternatives under both plans consist of various investment funds that are generally consistent with the investment opportunities provided to our employees under our 401(k) plan, which are selected and monitored by our Deferred Compensation Plans Committee. Therefore, we do not regard the returns from these investment alternatives as above-market or preferential. We do not supplement or guarantee the returns on amounts deferred under either plan. We have entered into a trust agreement, with a third-party provider acting as trustee, to hold certain funds in connection with the program. All funds held in the trust are subject to the claims of our creditors. The Deferred Compensation Plan I governs the elective deferrals made by eligible employees, including Dr. Chi-Foon Chan, prior to January 1, 2005. No further contributions may be made to the Deferred Compensation Plan I. However, gains and losses and distributions and withdrawals continue to be processed on existing account balances in accordance with the terms of the Deferred Compensation Plan I, as of December 31, 2004. All accrued balances maintained under the Deferred Compensation Plan I are fully vested. Amounts may be distributed under the plan pursuant to elections made by the participants in accordance with the terms of the Deferred Compensation Plan I, including elective withdrawals subject to a 10% forfeiture. The Deferred Compensation Plan II was originally adopted in 2005 in order to comply with Section 409A of the Internal Revenue Code, and currently allows the deferral by eligible employees of up to 50% of salary and 100% of cash incentive compensation. All account balances maintained under the Deferred Compensation Plan II are currently fully vested. However, we may, at our discretion, make contributions in the future toward participant balances, and those contributions may be made subject to vesting. To date, no such contributions have been made. Amounts may be withdrawn or distributed from the Deferred Compensation Plan II through pre-scheduled payments or upon death, retirement, disability, separation from service or a change in control of Synopsys, as elected in advance by the plan participant in accordance with the terms of the plan. Payments may be made in the form of a lump sum payment or installments. The following table provides certain information regarding our NEOs’ participation under the Deferred Compensation Plans I and II:

  133. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Fiscal 2023 ($)(1) | Synopsys, Inc. Contributions in Fiscal 2023 ($) | Aggregate Earnings in Fiscal 2023 ($)(2) | Aggregate Withdrawals/ Distributions in Fiscal 2023 ($) | Aggregate Balance at End of Fiscal 2023 ($) | | Dr. Aart J. de Geus | — | — | — | — | — | | Sassine Ghazi | 350,075(3) | — | 152,177(4) | — | 3,457,592(5) | | Shelagh Glaser | — | — | — | — | — | | Richard Mahoney | — | — | — | — | — | | John F. Runkel, Jr. | 678,877(6) | — | 144,931(4) | — | 4,010,376(7) | | Trac Pham | — | — | 269,165(4) | 633,202 | 5,453,831(8) |

  134. Non-Qualified Deferred Compensation

    (1)All contributions in fiscal 2023 were made under the Deferred Compensation Plan II. (2)Earnings from these investments are not reported as compensation in the Summary Compensation Table on page 79. (3)Includes $290,700 of cash incentive compensation reported as compensation to Mr. Ghazi in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column for services performed in fiscal 2023 though paid in fiscal 2024. (4)All of these aggregate amounts were accrued under the Deferred Compensation Plan II. (5)Includes $940,015, which was previously reported as compensation to Mr. Ghazi in the Summary Compensation Table for fiscal years prior to fiscal 2023. The entire aggregate balance at the end of fiscal 2023 was subject to the Deferred Compensation Plan II. (6)Includes $457,002 of cash incentive compensation reported as compensation to Mr. Runkel in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column for services performed in fiscal 2023 though paid in fiscal 2024. (7)Includes $3,946,213, which was previously reported as compensation to Mr. Runkel in the Summary Compensation Table for fiscal years prior to fiscal 2023. The entire aggregate balance at the end of fiscal 2023 was subject to the Deferred Compensation Plan II. (8)Includes $3,271,519, which was previously reported as compensation to Mr. Pham in the Summary Compensation Table for fiscal years prior to fiscal 2023. The entire aggregate balance at the end of fiscal 2023 was subject to the Deferred Compensation Plan II.

  135. Non-Qualified Deferred Compensation

    | 86 | |

  136. Potential Payments Upon Termination of Employment or Change of Control

    Potential Payments Upon Termination of Employment or Change of Control Set forth below is a description of potential payments to our NEOs upon a termination of employment or a change of control. For additional information regarding the arrangements for such payments, please also refer to the “Severance and Change of Control Benefits” discussion in the “Compensation Discussion and Analysis” section beginning on page 71. Potential Payments upon Involuntary Termination of Employment in Connection with a Change of Control Pursuant to Dr. de Geus’ employment agreement in effect as of the last day of fiscal 2023, which was superseded by his Executive Chair Agreement effective January 1, 2024, in the event of an involuntary termination of his employment by Synopsys or his resignation for good reason within 24 months following a change of control of Synopsys, Dr. de Geus was entitled to receive: (1) a lump-sum cash payment equal to two times his salary for the fiscal year of termination or the immediately preceding fiscal year, whichever was greater; (2) a lump-sum cash payment equal to two times his target cash incentive payment for the fiscal year of termination or, if there is no target cash incentive payment in effect for the fiscal year of termination, two times the highest target cash incentive payment in the preceding three fiscal years; (3) the estimated cash value of his health care premiums for 18 months, payable in a lump sum; and (4) full acceleration of all unvested stock options and other equity awards. Dr. de Geus was required to sign a release to receive such benefits. Pursuant to his employment agreement in effect as of the last day of fiscal 2023, no such benefits were payable if the employment termination was voluntary (without good reason), for cause or on account of death or disability. Pursuant to their respective employment agreements entered into in December 2023 and effective January 1, 2024, in the event of an involuntary termination of their respective employment by Synopsys or their respective resignation for good reason, in each case, 90 days before or within 24 months following a change of control of Synopsys, (1) Mr. Ghazi is entitled to receive: (a) a lump-sum cash payment equal to two times his salary for the fiscal year of termination or the immediately preceding fiscal year, whichever is greater; (b) a lump-sum cash payment equal to two times his target cash incentive payment for the fiscal year of termination or, if there is no target cash incentive payment in effect for the fiscal year of termination, the highest target cash incentive payment in the preceding three fiscal years; (c) a pro-rated annual bonus for the fiscal year in which the termination occurred; (d) the estimated cash value of his health care premiums for 18 months, payable in a lump sum; and (e) full acceleration of all his outstanding equity awards (with any such awards subject to performance conditions vesting at target levels) and (2) Dr. de Geus is entitled to receive: (a) a lump-sum cash payment equal to two times his salary for the fiscal year of termination or the immediately preceding fiscal year, whichever is greater; (b) a lump-sum cash payment equal to two times his most recent target cash incentive opportunity; (c) the estimated cash value of his health care premiums for 18 months, payable in a lump sum; and (d) full acceleration of all his outstanding and unvested equity awards (with any such awards subject to performance conditions vesting at target levels). Mr. Ghazi and Dr. de Geus, as applicable, must sign a release to receive such benefits. Pursuant to their employment agreements, no such benefits are payable if their employment terminations are voluntary (without good reason), for cause or on account of death or disability. Additionally, Mr. Ghazi’s and Dr. de Geus’ right to severance pay or benefits under their employment agreements entered into in December 2023 and effective January 1, 2024 terminates either: (1) if Synopsys establishes that they should have been terminated for cause; or (2) if, at any time prior to or during the 12 month period following their termination, they, without the prior approval of the Compensation Committee, materially breach the restrictive covenants set forth in their respective employment agreements or willfully breach a material provision of their respective proprietary information, invention assignment and arbitration agreements with Synopsys. Messrs. Mahoney and Runkel and Ms. Glaser participate (and, through December 31, 2023, Mr. Ghazi participated) in the Executive Change of Control Severance Benefit Plan, which provides for benefits if the executive’s employment with us is terminated without cause within 30 days before or 12 months after a change of control or there is a constructive termination of the executive’s employment within 12 months after a change of control. The benefits consist of: (1) a cash severance payment equal to one times salary, payable in four equal quarterly payments; (2) one to two times the executive’s target cash incentive payment, depending upon the timing of the termination within our fiscal year, payable in four equal quarterly payments; (3) a lump-sum cash payment equal to the estimated cost of health care premiums for 12 months; and (4) full acceleration of all unvested equity awards held by the executive at the time of termination (with any such awards subject to performance conditions vesting at target levels). An executive must sign a severance agreement and a release and, upon the written request of Synopsys or the surviving corporation in the change of control, enter into an 18-month non-competition agreement to receive such benefits. The plan does not provide any benefits if the executive’s employment termination is on account of death or disability, for cause or is a voluntary termination without good reason. The table below outlines the potential payments and benefits payable to each NEO in the event of the NEO’s involuntary termination (including a resignation for good reason or a constructive termination, as applicable) in connection with a change in control of Synopsys, as if the involuntary termination in connection with a change of control had occurred as of October 28, 2023, the last day of fiscal 2023. The payments set forth below are payable to: (1) Dr. de Geus pursuant to his employment agreement, which was in effect as of the last day of fiscal 2023 and was superseded by his Executive Chair Agreement effective January 1, 2024; (2) Mr. Ghazi pursuant to the Executive

  137. Potential Payments Upon Termination of Employment or Change of Control

    | 2024 Proxy Statement | 87 |

  138. Potential Payments Upon Termination of Employment or Change of Control

    Change of Control Severance Benefit Plan, which he ceased to participate in effective January 1, 2024; and (3) Ms. Glaser, Mr. Mahoney and Mr. Runkel, in their capacity as executive officers, pursuant to the Executive Change of Control Severance Benefit Plan. Mr. Pham's employment with Synopsys ended in January 2023, and he did not receive any benefits in connection with his departure and all his unvested equity awards terminated on such date.

  139. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Salary-Based Severance ($) | Cash-Based Incentive Award ($) | Health and Welfare Benefit ($) | Intrinsic Value of Unvested RSU Awards ($)(1) | Intrinsic Value of Unvested Option Awards ($)(1) | | Dr. Aart J. de Geus | 1,450,000 | 2,900,000 | 12,290 | 23,979,704 | 6,718,465 | | Sassine Ghazi | 625,000 | 2,500,000(2) | 23,873 | 18,667,536 | 5,674,719 | | Shelagh Glaser | 600,000 | 1,200,000(2) | 25,351 | 14,196,248 | 3,252,342 | | Richard Mahoney | 450,000 | 1,350,000(2) | 18,646 | 18,668,907 | 3,213,238 | | John F. Runkel, Jr. | 450,000 | 720,000(2) | 25,351 | 6,869,624 | 1,977,155 |

  140. Potential Payments Upon Termination of Employment or Change of Control

    (1)Amounts represent the intrinsic value of accelerated restricted stock units and stock options based upon $457.00, the closing price per share of our common stock on October 27, 2023, the last trading day of fiscal 2023, as reported on the Nasdaq Global Select Market. (2)The last day of our fiscal 2023 was Saturday, October 28, 2023. The Executive Change of Control Severance Benefit Plan provides for participants to receive their target cash incentive payment plus a prorated portion of such payment based on the number of days the participant has served during the fiscal year by the time the termination occurs. Accordingly, for purposes of determining the amount of the cash-based incentive awards payable to Messrs. Ghazi, Mahoney and Runkel and Ms. Glaser in the event of their terminations in connection with a change of control as of October 28, 2023, each would be entitled to two times their target cash incentive payment, given that each would have worked the entirety of fiscal 2023 as of such date. Potential Payments upon a Change of Control Pursuant to our equity plans, all of our employees receive full acceleration of the vesting of any unvested stock options or stock awards in the event that such equity awards are not assumed, continued or substituted by the surviving or acquiring company following a change of control of Synopsys. The table below outlines the potential payments and benefits payable to each NEO (other than Mr. Pham, whose equity awards terminated upon his departure) in the event of a change in control of Synopsys in which equity awards are not assumed, continued or substituted, as if the change of control had occurred as of October 28, 2023, the last day of fiscal 2023. Vesting acceleration of equity awards if such equity awards are not assumed, continued or substituted is the only benefit provided to our NEOs in the event of a change of control in which the executive is not involuntarily terminated or does not resign for good reason or on account of constructive termination, as applicable.

  141. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Intrinsic Value of Unvested Stock Awards ($)(1) | Intrinsic Value of Unvested Option Awards ($)(1) | | Dr. Aart J. de Geus | 23,979,704 | 6,718,465 | | Sassine Ghazi | 18,667,536 | 5,674,719 | | Shelagh Glaser | 14,196,248 | 3,252,342 | | Richard Mahoney | 18,668,907 | 3,213,238 | | John F. Runkel, Jr. | 6,869,624 | 1,977,155 |

  142. Potential Payments Upon Termination of Employment or Change of Control

    (1)Amounts represent the intrinsic value of accelerated restricted stock units and stock options based upon $457.00, the closing price per share of our common stock on October 27, 2023, the last trading day of fiscal 2023, as reported on the Nasdaq Global Select Market. Potential Payments upon Involuntary Termination of Employment Pursuant to his employment agreement in effect as of the last day of fiscal 2023, which was superseded by his Executive Chair Agreement effective January 1, 2024, Dr. de Geus was entitled to severance benefits in the event his employment was involuntarily terminated by Synopsys other than for cause or by him for good reason prior to, or more than 24 months following, a change of control of Synopsys. Pursuant to his employment agreement, Dr. de Geus would have received: (1) a lump-sum cash payment equal to one times his salary for the fiscal year of termination or the immediately preceding fiscal year, whichever is greater; (2) a lump-sum cash payment equal to the target cash incentive payment for the fiscal year of termination or, if there was no target cash incentive payment in effect for such year, the highest target cash incentive payment in the three preceding years; and (3) the estimated cash value of his health care premiums for 12 months, payable in a lump sum. Dr. de Geus had to sign a release to receive such benefits. Pursuant to his employment agreement in effect as of the last day of fiscal 2023, no such benefits were payable if the employment termination was voluntary (without good reason), for cause or on account of death or disability. Under his Executive Chair Agreement, which became effective January 1, 2024, Dr. de Geus is not entitled to receive severance on account of terminations of employment occurring more than 90 days before, or more than 24 months following, a change of control of Synopsys. In the event of an involuntary termination of his employment by Synopsys or a resignation for good reason that is not within 90 days before or within 24 months following a change of control of Synopsys, pursuant to his Employment Agreement entered into in December 2023 and effective January 1, 2024, Mr. Ghazi is entitled to receive: (1) a lump-sum cash payment equal to 1.5 times his salary for the fiscal year

  143. Potential Payments Upon Termination of Employment or Change of Control

    | 88 | |

  144. Potential Payments Upon Termination of Employment or Change of Control

    of termination or the immediately preceding fiscal year, whichever is greater; (2) a lump-sum cash payment based on actual results achieved or, if lower, equal to Mr. Ghazi’s target annual bonus opportunity for such fiscal year and payable at the same as annual bonuses are paid to Synopsys’ active employees; (3) the estimated cash value of his health care premiums for 18 months, payable in a lump sum; and (4) full acceleration of all unvested equity awards to the extent such awards would have vested had Mr. Ghazi’s employment continued for an additional 12 months with Synopsys. Please see “Potential Payments upon Involuntary Termination of Employment in Connection with a Change of Control” for information regarding the conditions that must be satisfied by Mr. Ghazi in order for him to receive severance in this scenario. Messrs. Mahoney and Runkel and Ms. Glaser participate (and, through December 31, 2023, Mr. Ghazi, participated)in the Executive Severance Benefit and Transition Plan (the Severance Plan), which provides for severance benefits to designated key employees outside of a change of control and provides that in the event a participant is terminated without cause or resigns for good reason, such participant shall be entitled to (1) a cash severance payment equal to (i) one times his or her base salary and (ii) the cost of 12 months of COBRA premiums, and (2) six months of vesting acceleration of his or her equity awards that remain subject only to time-based vesting conditions. In addition, for qualifying terminations occurring in our third or fourth fiscal quarter, such participant shall remain eligible to earn an annual cash incentive award under the EIP based on actual results achieved or if lower, target, which will be pro-rated based on the number of months the participant served as a full-time employee during the applicable performance period. Such severance benefits are subject to certain conditions, including the provision of up to 9 months of part-time employment (at a greater than 50% rate with proportionately reduced base salary) at the sole discretion and request of Synopsys, compliance with certain non-compete, non-solicitation and non-disparagement provisions, and the execution of a release of claims against Synopsys. The table below outlines the potential payments and benefits payable to each NEO as if such NEO was terminated by Synopsys on October 28, 2023, the last day of fiscal 2023. The payments set forth below are payable to: (1) Dr. de Geus pursuant to his employment agreement, which was in effect on the last day of fiscal 2023 and was superseded by his Executive Chair Agreement effective January 1, 2024; (2) Mr. Ghazi, pursuant to the Severance Plan, which he ceased to participate in effective January 1, 2024; and (3) Ms. Glaser, Mr. Mahoney and Mr. Runkel, in their capacity as executive officers, pursuant to the Severance Plan. Mr. Pham's employment with Synopsys ended in January 2023, and he did not receive any benefits in connection with his departure and all his unvested equity awards terminated on such date.

  145. Potential Payments Upon Termination of Employment or Change of Control

    | Name | Salary-Based Severance ($) | Cash-Based Incentive Award ($)(1) | Health and Welfare Benefit ($) | Intrinsic Value of Unvested RSU Awards ($)(2) | Intrinsic Value of Unvested Option Awards ($)(2) | | Dr. Aart J. de Geus | 725,000 | 1,450,000 | 8,193 | — | — | | Sassine Ghazi | 625,000 | 1,250,000 | 23,873 | 5,301,657 | 2,480,713 | | Shelagh Glaser | 600,000 | 600,000 | 25,351 | 3,645,032 | 955,350 | | Richard Mahoney | 450,000 | 675,000 | 18,646 | 2,152,927 | 650,954 | | John F. Runkel, Jr. | 450,000 | 360,000 | 25,351 | 2,089,861 | 958,657 |

  146. Potential Payments Upon Termination of Employment or Change of Control

    (1)Amounts represent the cash-based incentive award that would be received under the EIP assuming (i) the average achievement of our Corporate Financial Goals is equal to 100.0% and (ii) 12 months served as a full-time employee during the applicable period. (2)Amounts represent the intrinsic value of accelerated restricted stock units and stock options based upon $457.00, the closing price per share of our common stock on October 27, 2023, the last trading day of fiscal 2023, as reported on the Nasdaq Global Select Market.

  147. Potential Payments Upon Termination of Employment or Change of Control

    | 2024 Proxy Statement | 89 |

  148. Potential Payments Upon Termination of Employment or Change of Control

    Pay Ratio Disclosure In accordance with SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees (other than our Chief Executive Officer) to the annual total compensation of our Chief Executive Officer. This disclosure should be considered within the context of our structure and operations. Although our headquarters are located in California, we have employees in approximately 32 countries. As of the end of fiscal 2023, approximately 76% of our employees were based outside of the U.S. Our Compensation Committee has designed our executive compensation program to provide competitive and internally equitable compensation and benefits opportunities for all employees. Our general employee compensation program is designed separately from the executive officer compensation program to be competitive based on an employee’s position and geographic location.

  149. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2023: •The annual total compensation of our median employee in fiscal 2023 was $90,759, which amount was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. •The annual total compensation of Dr. de Geus was $12,681,076, which amount represents the total compensation reported for our Chief Executive Officer under the “Summary Compensation Table” for fiscal 2023. Based on the above, the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee for fiscal 2023 is estimated to be 140 to 1.

  150. Assumptions and Methodology

    | Year | Summary Compensation Table Total for Dr. Aart J. de Geus¹ ($) | Compensation Actually Paid to Dr. Aart J. de Geus¹˒²˒³ ($) | Summary Compensation Table Total for Dr. Chi-Foon Chan¹ ($) | Compensation Actually Paid to Dr. Chi-Foon Chan¹˒²˒³ ($) | Average Summary Compensation Table Total for Non-PEO NEOs¹ ($) | Average Compensation Actually Paid to Non-PEO NEOs¹˒²˒³ ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Revenue⁵ ($ Millions) | | | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 12,681,076 | 34,149,432 | — | — | 7,755,213 | 16,756,632 | 213.69 | 150.63 | 1,218 | 5,843 | | 2022 | 10,058,495 | 10,852,624 | 359,853 | (23,874,312) | 4,531,826 | 4,697,917 | 138.33 | 118.75 | 978 | 5,082 | | 2021 | 9,974,985 | 34,724,593 | 9,976,485 | 34,726,093 | 5,752,339 | 17,052,055 | 155.79 | 146.93 | 756 | 4,204 |

  151. Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Performance Measures

    Description of Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Performance Measures The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR, and our Peer Group TSR, in each case, over the three most recently completed fiscal years. In June 2022, Chi-Foon Chan departed from his role as co-Chief Executive Officer, at which point his unvested awards terminated, resulting in negative ‘compensation actually paid’ for those forfeited awards.

  152. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS COMPANY TSR AND S&P 500 INFORMATION TECHNOLOGY TSR

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS COMPANY TSR AND S&P 500 INFORMATION TECHNOLOGY TSR

  153. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS COMPANY TSR AND S&P 500 INFORMATION TECHNOLOGY TSR

    | | Dr. Aart J. de Geus Compensation Actually Paid | | Dr. Chi-Foon Chan Compensation Actually Paid | | | Average Non-PEO NEO Compensation Actually Paid | | Synopsys, Inc. TSR | | | S&P 500 Information Technology TSR | | |

  154. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS COMPANY TSR AND S&P 500 INFORMATION TECHNOLOGY TSR

    The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, our Net Income and our Revenue, in each case, during the three most recently completed fiscal years. In June 2022, Dr. Chi-Foon Chan departed from his role as co-Chief Executive Officer, at which point his unvested awards terminated, resulting in negative ‘compensation actually paid’ for those forfeited awards.

  155. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND REVENUE

    PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND REVENUE

  156. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND REVENUE

    | | Dr. Aart J. de Geus Compensation Actually Paid | | Dr. Chi-Foon Chan Compensation Actually Paid | | | Average Non-PEO NEO Compensation Actually Paid | | Synopsys, Inc. Net Income | | | Synopsys, Inc. Revenue | | |

  157. PEO AND AVERAGE NON-PEO NEO COMPENSATION ACTUALLY PAID VERSUS NET INCOME AND REVENUE

    | 2024 Proxy Statement | 93 |

  158. How is a director nominee elected to the Board of Directors?

    How is a director nominee elected to the Board of Directors? Provided that there is a quorum at the Annual Meeting, a director nominee will be elected if the votes “For” the nominee exceed 50% of the number of votes cast on the issue of that nominee’s election (including votes “For” and votes “Against” with respect to that nominee’s election, but excluding any abstentions or broker non-votes). All director nominees recommended by the Board have given their consent to be named as nominees for election and have indicated their intention to serve if they are elected. Our Board does not anticipate that any of our director nominees will be unable to serve as a director. If, at the time of the Annual Meeting, any nominee is unable to serve or for good cause will not serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. You may either vote “For,” “Against,” or “Abstain” for any nominee you specify. Unless marked otherwise, proxies returned to us will be voted “For” each of the nominees named below. Broker non-votes and abstentions will have no effect on the vote for the election of directors (Proposal 1). Therefore, if you hold your shares through a bank, a broker or other holder of record, you must instruct your bank, broker or other holder of record to vote such that your vote can be counted for Proposal 1. Proposal 1 is an uncontested election. In addition to the voting requirements described above and further outlined in our Bylaws, our Bylaws and Corporate Governance Guidelines provide that our Board of Directors will only nominate for election or re-election candidates who tender, prior to such nomination, an irrevocable resignation that will be effective only upon (1) the failure to receive the required majority vote at a meeting at which they stand for election and (2) our Board of Directors’ acceptance of such resignation in the Board’s exclusive discretion. Synopsys will publicly disclose the decision reached by our Board of Directors and the reasons for such decision.