DEF 14A of Synopsys Inc, Feb 14, 2025

DEF 14A of Synopsys Inc

Filed Feb 14, 2025 · FY20240000883241-25-000008

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, their ages as of February 10, 2025 (the Record Date), and our Lead Independent Director and committee composition as of the conclusion of the Annual Meeting, 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: 70 | 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

    | 14 | |

  4. Our Director Nominees

    | John G. Schwarz | Independent | Lead Independent Director | | | DIRECTOR SINCE: 2007 Age: 74 SYNOPSYS BOARD COMMITTEES: Compensation Committee | 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.). •Chairman of the board of directors of Mambu BD, a Netherlands based finance software technology company, since April 2024. | 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 also provides insight into artificial intelligence technology as Visier, Inc. is a leading enterprise artificial intelligence analytics firm. 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. |

  5. Our Director Nominees

    | 2025 Proxy Statement | 15 |

  6. Our Director Nominees

    | Sassine Ghazi | President and Chief Executive Officer | | | DIRECTOR SINCE: 2023 Age: 54 | 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 career at Synopsys spanning more than 25 years, 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. |

  7. Our Director Nominees

    | Luis Borgen | Independent | | | DIRECTOR SINCE: 2022 Age: 54 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. |

  8. Our Director Nominees

    | 16 | |

  9. Our Director Nominees

    | Janice D. Chaffin | Independent | | | DIRECTOR SINCE: 2014 Age: 70 SYNOPSYS BOARD COMMITTEES: Compensation Committee Governance Committee (Chair) | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Informatica Corporation •PTC 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. |

  10. Our Director Nominees

    | Bruce R. Chizen | Independent | | | DIRECTOR SINCE: 2001 Age: 69 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. |

  11. Our Director Nominees

    | 2025 Proxy Statement | 17 |

  12. Our Director Nominees

    | Mercedes Johnson | Independent | | | DIRECTOR SINCE: 2017 Age: 70 SYNOPSYS BOARD COMMITTEES: Audit Committee (Chair) | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Analog Devices, Inc. •Teradyne, Inc. FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •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. (now Broadcom 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. (now Broadcom Inc.), Lam Research Corporation and Applied Materials, Inc. |

  13. Our Director Nominees

    | Robert G. Painter | Independent | | | DIRECTOR SINCE: 2023 Age: 53 SYNOPSYS BOARD COMMITTEES: Compensation Committee (Chair) 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. |

  14. Our Director Nominees

    | 18 | |

  15. Our Director Nominees

    | Jeannine P. Sargent | Independent | | | DIRECTOR SINCE: 2020 Age: 60 SYNOPSYS BOARD COMMITTEES: Audit Committee Governance Committee | CURRENT PUBLIC COMPANY DIRECTORSHIPS: •Fortive Corporation FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN LAST FIVE YEARS: •Cypress Semiconductor Corporation •Proterra Inc. •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 at G2 Ventures since March 2024 and 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 and Venture Partner at 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 Fortive Corporation since February 2019. •Previously served as a member of the boards of directors of Proterra Inc. from October 2018 until March 2024, 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, including artificial intelligence, 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. |

  16. Our Director Nominees

    | 2025 Proxy Statement | 19 |

  17. 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

  18. 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.

  19. Equity

    Equity For fiscal 2024, 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 2024, 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 $200,000, which vests on the date immediately preceding the first annual meeting following the date of grant.

  20. Equity

    Annual Awards. For fiscal 2024, 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 2024, which was comprised solely of restricted stock, had a grant date fair market value equal to approximately $200,000. 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 2024 and, as a result, we issued 356 shares of restricted stock to each non-employee director as noted below. The following table sets forth a summary of the compensation paid to our non-employee directors for services in fiscal 2024:

  21. Equity

    | Name | Fees Earned or Paid in Cash ($)(1) | | Stock Awards ($)(2) | | Option Awards ($)(3) | | Total ($) | | | Luis Borgen | | 140,000(4) | | 199,798 | | — | | 339,798 | | Marc N. Casper | | 135,000(5) | | 199,798 | | — | | 334,798 | | Janice D. Chaffin | | 160,000(6) | | 199,798 | | — | | 359,798 | | Bruce R. Chizen | | 137,500(7) | | 199,798 | | — | | 337,298 | | Mercedes Johnson | | 165,000(8) | | 199,798 | | — | | 364,798 | | Robert G. Painter | | 135,000(9) | | 199,798 | | — | | 334,798 | | Jeannine P. Sargent | | 146,250(10) | | 199,798 | | — | | 346,048 | | John G. Schwarz | | 150,000(11) | | 199,798 | | — | | 349,798 | | Roy Vallee | | 170,000(12) | | 199,798 | | — | | 369,798 |

  22. Equity

    (1)Includes pro-rated cash compensation due to changes in fiscal 2024 committee membership effective December 2023, including: (i) Ms. Sargent serving on the Audit Committee in addition to the Governance Committee and (ii) Mr. Chizen no longer serving on the 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, the grant date fair value of these awards is calculated using the closing price of our common stock of $561.23 on the grant date multiplied by the 356 shares granted. 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 16 to the consolidated financial statements contained in our 2024 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 2024, each of our non-employee directors held 356 shares of unvested restricted stock awards, except for Mr. Painter, who held 903 shares. (3)At the end of fiscal 2024, the only non-employee directors who held outstanding option awards were Mr. Borgen (3,397 shares, 2,265 of which are fully vested and 1,132 of which remain subject to vesting), Mr. Casper (3,397 shares, 2,265 of which are fully vested and 1,132 of which remain subject to vesting) 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 2024. (5)Includes $10,000 retainer paid to Mr. Casper for serving as a Compensation Committee member in fiscal 2024. (6)Includes $35,000 retainer paid to Ms. Chaffin for serving as the Governance Committee chair and as a Compensation Committee member in fiscal 2024. (7)Includes $12,500 retainer paid to Mr. Chizen for serving as a Compensation Committee member and as a Governance Committee member in fiscal 2024. (8)Includes $40,000 retainer paid to Ms. Johnson for serving as the Audit Committee chair in fiscal 2024. (9)Includes $10,000 retainer paid to Mr. Painter for serving as a Governance Committee member in fiscal 2024. (10)Includes $21,250 retainer paid to Ms. Sargent for serving as an Audit Committee member and as a Governance Committee member in fiscal 2024. (11)Includes $25,000 retainer paid to Mr. Schwarz for serving as the Compensation Committee chair in fiscal 2024. (12)Includes $45,000 retainer paid to Mr. Vallee for serving as the Lead Independent Director and as an Audit Committee member in fiscal 2024.

  23. Additional Equity Plan Information

    | | As of 1/31/2025 | | Total Stock Options Outstanding | 1,408,826 | | Total Restricted Stock Unit Awards Outstanding | 3,949,219 | | Total Common Stock Outstanding | 154,618,172 | | Weighted-Average Exercise Price of Stock Options Outstanding | $323.33 | | Weighted-Average Remaining Duration of Stock Options Outstanding | 3.94 years | | Total Shares Available for Grant under the 2006 Employee Plan(1) | 13,098,776 | | Total Shares Available for Grant under the 2017 Directors Plan | 365,203 | | Stock price as of January 31, 2025 | $525.48 |

  24. Information for Burn Rate Calculations

    | | Fiscal 2024 | | Stock Options Granted by Synopsys(1) | 237,638 | | Restricted Stock Units Granted by Synopsys(2) | 1,599,524 | | Restricted Stock Awards Granted by Synopsys(3) | 3,204 | | Stock Options Cancelled | 41,844 | | Restricted Stock Units Cancelled(4) | 453,823 | | Restricted Stock Awards Cancelled | — | | Weighted-Average Common Stock Outstanding | 153,137,988 | | Common Stock Outstanding at Fiscal Year End | 154,112,334 |

  25. 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 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 in this Proposal 2 for a discussion of the tax treatment of equity awards. The 2006 Employee Plan is intended to create an incentive for our eligible employees and consultants to exert maximum efforts toward our success and provides such individuals with the opportunity to benefit from increases in the value of our common stock, thereby aligning their interests with the interests of our stockholders.

  26. 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 “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.

  27. Eligibility

    Eligibility General. As of January 31, 2025, Synopsys had 20,420 eligible employees and 4,294 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 114,297,248 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.

  28. Stock Subject to the 2006 Employee Plan

    Stock Subject to the 2006 Employee Plan As of January 31, 2025, 13,098,776 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 1,600,000 shares will be available for future grants under the 2006 Employee Plan. Assuming the stockholders approve this Proposal 2, 114,297,248 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).

  29. 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 or purchase price of an award, or any tax withholding obligations in connection with any award, are satisfied by a participant tendering previously held shares, the tendered shares do not become available for subsequent issuance under the 2006 Employee Plan.

  30. 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.

  31. Terms of Stock Options

    | 2025 Proxy Statement | 43 |

  32. 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.

  33. 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.

  34. 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.

  35. 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; (vii) to respond to, or in anticipation of, any unusual or infrequently occurring 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.

  36. 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.

  37. 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.

  38. 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.

  39. Change in Control

    Change in Control In the event a Change in Control (as defined in the 2006 Employee Plan) occurs, all outstanding purchase rights (subject to limitations in the Purchase Plan and the applicable offering) will automatically be exercised immediately prior to the effective date of such Change in Control. The purchase price in effect for each participant will be equal to 85% (or such higher percentage designated by the applicable offering document governing the applicable purchase rights) of the lower of (1) the fair market value per share on the start date of the offering in which the participant is enrolled at the time the change in ownership occurs or (2) the fair market value per share immediately prior to the effective date of such transaction.

  40. Fiscal 2024 NEOs

    | Executive Summary | 56 | | Fiscal 2024 Executive Compensation | 63 | | Base Salary | 64 | | Short-Term Cash Incentives | 65 | | Equity Awards | 72 | | Other Benefits | 76 | | Severance and Change of Control Benefits | 77 | | Key Fiscal 2025 NEO Compensation Decisions | 78 | | Our Compensation Decision-making Process | 79 | | Executive Compensation Risk Management | 82 | | Conclusion | 82 |

  41. 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 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 Compensation Recovery Policy. We maintain a compensation recovery policy for the recovery of incentive compensation paid to executive officers in the event of a financial restatement that is compliant with the 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 2023 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 1.2% in fiscal 2024 | û No Excessive Risks. Annual compensation 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 or using margin accounts 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 |

  42. Fiscal 2024 Executive Compensation

    | | | CORE FISCAL 2024 COMPENSATION ELEMENT(1)(2)(3) | | 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 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 measuring financial performance. •Requires significant levels of achievement before payments are earned. | | | | ANNUAL 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. |

  43. Fiscal 2024 Executive Compensation

    Short-Term Cash Incentives Executive Incentive Plan (EIP). 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 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 is eligible to receive up to 225% of the NEO’s cash incentive target. The Compensation Committee then uses their best business judgment to determine the amount of each NEO's actual cash incentive awards, based on: •a pre-determined payout formula provided in the EIP to calculate the amount of potential cash incentive payments, •management's recommendations to the Compensation Committee regarding individual performance, •Synopsys' achievement of other financial goals, product milestones or strategic goals, •cross-functional teamwork and collaboration, •unforeseen changes in the economy and/or geopolitical climate, and •any other factors deemed material by the Compensation Committee. The cash incentive targets, performance goals, payout matrices and payout formula for fiscal 2024 are described in the sections that follow. Fiscal 2024 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 base 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 2024, and Dr. de Geus did not participate in the cash incentive program for fiscal 2024 following his transition from Chief Executive Officer to Executive Chair. The cash incentive targets for each of our NEOs, other than Dr. de Geus, for fiscal 2024 as compared to fiscal 2023 are summarized below. For fiscal 2024, in no event could an actual cash incentive payment to any NEO exceed 225% of the NEO’s cash incentive target, the maximum funding level under the EIP.

  44. Fiscal 2024 Executive Compensation

    | NEO | FISCAL 2024 CASH INCENTIVE TARGET (% OF SALARY) | FISCAL 2023 CASH INCENTIVE TARGET (% OF SALARY) | CASH INCENTIVE TARGET INCREASE (%) | PRIMARY REASONS FOR THE CHANGE | | Sassine Ghazi | 200 | 200 | — | No increase. | | Shelagh Glaser | 100 | 100 | — | No increase. | | Rick Mahoney | 150 | 150 | — | No increase. | | John F. Runkel, Jr. | 80 | 80 | — | No increase. |

  45. FISCAL 2024 PERFORMANCE MEASURES

    FISCAL 2024 PERFORMANCE MEASURES For fiscal 2024, our Compensation Committee selected a mix 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 2024 operating plan approved by the Board of Directors. For fiscal 2024, the Compensation Committee removed organizational performance goals to emphasize and focus on advancing our business growth and shareholder value. 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.

  46. FISCAL 2024 PERFORMANCE MEASURES

    | PERFORMANCE GOALS & METRICS | RATIONALE | IMPACT ON EIP & OTHER KEY FEATURES | | FUNDING THRESHOLD PAYMENT GOAL | | | | Fiscal 2024 Non-GAAP Operating Margin (Percentage of Fiscal 2024 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 that the Compensation Committee considers relevant, as described above. | | CORPORATE FINANCIAL PERFORMANCE GOALS | | | | Fiscal 2024 Revenue | Incentivizes revenue growth and rewards efforts to retain customers and expand our business. Weighted at 60% of Corporate Financial Performance Goals to reflect focus on revenue growth. | Must achieve ≥90% weighted average of Corporate Financial Performance Goals (60% Fiscal 2024 Revenue and 40% Fiscal 2024 Non-GAAP Operating Margin) before any payment could be earned. | | Fiscal 2024 Non-GAAP Operating Margin | Ensures appropriate investment mix to drive profitability, reduce expenses and support operating effectiveness. Weighted at 40% of Corporate Financial Performance Goals. | | | REVENUE GROWTH GOALS | | | | Fiscal 2025 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 2026 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. |

  47. FISCAL 2024 PERFORMANCE MEASURES

    | 66 | |

  48. PERFORMANCE AGAINST FISCAL 2024 PERFORMANCE MEASURES

    PERFORMANCE AGAINST FISCAL 2024 PERFORMANCE MEASURES Our fiscal 2024 threshold goal to earn any payment was 70.0% of our fiscal 2024 non-GAAP operating margin target of 38.5%, or 26.95%(1). We achieved this target by attaining a non-GAAP operating margin of 38.5% for fiscal 2024 and, therefore, the threshold payment goal was satisfied and each of our NEOs was eligible to earn up to 225% of his or her cash incentive target, the maximum funding level under the EIP. Our other performance goals targets are set forth below.

  49. PERFORMANCE AGAINST FISCAL 2024 PERFORMANCE MEASURES

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

  50. PERFORMANCE AGAINST FISCAL 2024 PERFORMANCE MEASURES

    | CORPORATE FINANCIAL PERFORMANCE GOALS | PERFORMANCE WEIGHT (%) | | FISCAL 2024 ACHIEVED (%) | | Fiscal 2024 Revenue | 60.0 | | 100.2 | | Fiscal 2024 Non-GAAP Operating Margin(1) | 40.0 | | 100.0 | | Average Achievement | | | 100.1 |

  51. PERFORMANCE AGAINST FISCAL 2024 PERFORMANCE MEASURES

    | REVENUE GROWTH GOALS | FISCAL 2024 TARGET | FISCAL 2024 ACHIEVED (%) | | Fiscal 2025 Revenue Backlog(2) | | 98.7 | | Fiscal 2026 Revenue Backlog(2) (Referred to elsewhere as Long-Term Revenue Growth Goal) | —(3) | 115.1 |

  52. PERFORMANCE AGAINST FISCAL 2024 PERFORMANCE MEASURES

    (1)Please see Appendix C 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 November 2, 2024, 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 41% of the backlog as of November 2, 2024, 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.

  53. PERFORMANCE AGAINST FISCAL 2024 PERFORMANCE MEASURES

    | 2025 Proxy Statement | 67 |

  54. (BASED ON FISCAL 2024 REVENUE AND OPERATING MARGIN)

    | Percentage of Weighted Average Achievement of Corporate Financial Performance Goals (%) | Corporate Financial Performance Achievement Factor (%) | | ≥105.5 | 150 | | 100 | 100 | | 90 | 70 | | <90 | — |

  55. Fiscal 2024 Long-Term Revenue Growth Goal Multiplier Matrix

    Fiscal 2024 Long-Term Revenue Growth Goal Multiplier Matrix For fiscal 2024, 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%.

  56. LONG-TERM REVENUE GROWTH ACHIEVEMENT FACTOR

    LONG-TERM REVENUE GROWTH ACHIEVEMENT FACTOR

  57. (BASED ON FISCAL 2026 REVENUE BACKLOG)

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

  58. (BASED ON FISCAL 2026 REVENUE BACKLOG)

    | 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) |

  59. (BASED ON FISCAL 2026 REVENUE BACKLOG)

    | 101.75% | | | 100.0% | 92.5% | 110.0% | | Achieved Cash Incentive Payment | = | Cash Incentive TargetX | Corporate Financial Performance Achievement FactorX | Revenue Growth Achievement FactorX | Long-Term Revenue Growth Achievement Factor |

  60. (BASED ON FISCAL 2026 REVENUE BACKLOG)

    | NEO | TARGET CASH INCENTIVE PAYMENT ($) | CALCULATED POTENTIAL CASH INCENTIVE AMOUNT BASED ON PERFORMANCE ACHIEVEMENT (EQUAL TO 101.75% OF TARGET) ($) | CALCULATED POTENTIAL MAXIMUM CASH INCENTIVE AMOUNT BASED ON ACHIEVEMENT OF THRESHOLD PAYMENT GOAL (EQUAL TO 225% OF TARGET) ($) | ACTUAL CASH INCENTIVE PAYMENT ($) | RATIONALE | | Sassine Ghazi | 1,680,000 | 1,709,400 | 3,780,000 | 2,688,000 | Increased to reflect critical contributions to our fiscal 2024 financial results and key strategic initiatives. | | Shelagh Glaser | 600,000 | 610,500 | 1,350,000 | 900,000 | Increased to reflect contributions to our fiscal 2024 financial results and leadership of our finance function. | | Rick Mahoney | 675,000 | 686,813 | 1,518,750 | 1,080,000 | Increased to reflect contributions to our fiscal 2024 financial results and leadership of our sales and go-to-market function. | | John F. Runkel, Jr. | 360,000 | 366,300 | 810,000 | 504,000 | Increased to reflect contributions to our fiscal 2024 financial results and leadership of our legal function. |

  61. (BASED ON FISCAL 2026 REVENUE BACKLOG)

    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.

  62. FISCAL 2024 EQUITY AWARDS – ANNUAL EQUITY AWARDS

    FISCAL 2024 EQUITY AWARDS – ANNUAL EQUITY AWARDS Our Compensation Committee granted the following annual equity awards in the first quarter of fiscal 2024 to our NEOs under our 2006 Employee Plan:

  63. FISCAL 2024 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 2024 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. | Annual 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. Annual stock options encourage long-term performance as they are only valuable if our stock price increases over time, as the awards vest. |

  64. SUMMARY OF THE FISCAL 2024 PRSU PROGRAM

    Target Value. The size of the annual equity awards granted to each NEO in the second fiscal quarter of fiscal 2024 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. 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 following table sets forth the initial target value of each NEO’s equity grants as considered by the Compensation Committee, compared to the previous year's initial target value. The target dollar value for each NEO's annual equity awards differ from the actual grant date fair values reported in the “Stock Awards” column in the "Summary Compensation Table" on page 84 and the "Grants of Plan-Based Awards" table on page 86, which are computed in accordance with stock-based compensation accounting principles and reflect the accounting value on the grant date. The PRSU values in the Summary Compensation Table reflect a Monte Carlo simulation valuation model performed as of the date of grant and include a relative stock price model that may significantly change the reported value depending on changes in our stock price.

  65. SUMMARY OF THE FISCAL 2024 PRSU PROGRAM

    | INITIAL TARGET DOLLAR VALUE FOR ANNUAL EQUITY GRANTS OF ALL NEOs | | | | | | NEO | FISCAL 2024 APPROVED TARGET DOLLAR VALUE ($) | FISCAL 2023 APPROVED TARGET DOLLAR VALUE ($) | DIFFERENCE FROM FISCAL 2023 (%) | PRIMARY REASONS FOR THE CHANGE | | Sassine Ghazi | 15,000,000 | 7,500,000 | 100.0 | Mr. Ghazi's annual target value increased from $7,500,000 to $15,000,000 in conjunction with his promotion to Chief Executive Officer. This target dollar value reflects Mr. Ghazi's substantial role and responsibilities, the importance of his role to Synopsys’ long-term success, 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. The target dollar value was set at the 50th percentile for equivalent roles at our peers. | | Dr. Aart J. de Geus | 8,000,000 | 10,000,000 | -20.0 | Reflects position change from Chief Executive Officer to Executive Chair and related transition of Chief Executive Officer responsibilities consistent with our succession plan. | | Shelagh Glaser | 6,000,000 | 4,500,000 | 33.3 | Increased from Ms. Glaser's initial hire equity compensation level to align with our growth objectives and to further retentive aspects. | | Rick Mahoney | 5,970,000 | 4,500,000 | 32.7 | Increased from Mr. Mahoney's prior equity compensation level to align with our growth objectives and to further retentive aspects. | | John F. Runkel, Jr. | 2,300,000 | 2,300,000 | — | No increase. |

  66. SUMMARY OF THE FISCAL 2024 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, with the remaining 50% of the dollar value equally divided between RSUs and stock options. To determine the target number of annual PRSUs and RSUs that were granted to the NEOs in fiscal 2024, 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 annual 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. Equity Vesting. Annual 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 December 12, 2027, subject to the NEO providing continuous services to us. 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 December 8, 2027, subject to the NEO providing continuous services to us. The Fiscal 2024 Annual PRSUs vest over a three-year performance period from fiscal 2024 to 2026. For further detail, see footnote 13 to the “Outstanding Equity Awards at Fiscal 2024 Year-End” table on page 87. Fiscal 2024 Annual PRSU Terms. For our Fiscal 2024 Annual PRSUs, the Compensation Committee selected Synopsys’ compound annual growth rate of revenue for the fiscal 2024 to 2026 period (the 2024 - 2026 Revenue CAGR). The actual number of shares that are eligible to vest depends on the level of achievement of our 2024 - 2026 Revenue CAGR goal (the Fiscal 2024 - 2026 Revenue CAGR Goal). Achievement below 80% of our 2024 - 2026 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. We consider our 2024 - 2026 Revenue CAGR target to be confidential, and the disclosure of such target prior to the completion of the performance period would cause us competitive hard. We intend to disclose the target after the completion of the performance period.

  67. OVERVIEW OF FISCAL 2024 PRSU PERFORMANCE GOALS

    OVERVIEW OF FISCAL 2024 PRSU PERFORMANCE GOALS

  68. OVERVIEW OF FISCAL 2024 PRSU PERFORMANCE GOALS

    | Number of PRSUs Earned | = | Target Number of PRSUs GrantedX | Fiscal 2024 — 2026 Revenue CAGR MultiplierX | rTSR Rank Modifier |

  69. OVERVIEW OF FISCAL 2024 PRSU PERFORMANCE GOALS

    Fiscal 2024 - 2026 Revenue CAGR Multiplier. The Fiscal 2024 - 2026 Revenue CAGR Multiplier will be calculated pursuant to the payout matrix set forth in the table and graph below following the completion of fiscal 2026 based on achievement against the Fiscal 2024 - 2026 Revenue CAGR Goal set forth below.

  70. CEO PROMOTION GRANT

    CEO PROMOTION GRANT Mr. Ghazi received an $8,000,000 equity grant in connection with his promotion to Chief Executive Officer and to incentivize him through Synopsys' next stage of growth. 100% of the equity grant was in the form of PRSUs, which had the same vesting terms as his Fiscal 2024 Annual PRSUs. In total, two-thirds of Mr. Ghazi’s equity awards granted in fiscal 2024 were performance-based to emphasize longer-term financial and organizational performance and our commitment to stockholder alignment.

  71. PAYOUT STATUS OF PRSU AWARDS

    PAYOUT STATUS OF PRSU AWARDS The Compensation Committee previously approved annual PRSU grants to our NEOs with three-year performance periods, the Fiscal 2023 Annual PRSUs and the Fiscal 2024 Annual PRSUs. These PRSUs are each eligible to vest only upon the achievement of a pre-established compound annual growth rate of revenue goal and the application of an rTSR modifier, in each case over a three-year performance period as described below. The Compensation Committee will certify any payout on the Fiscal 2023 Annual PRSUs and the Fiscal 2024 Annual PRSUs following the completion of fiscal 2025 and fiscal 2026, respectively.

  72. STATUS OF FISCAL 2022 PRSU AWARDS

    Severance and Change of Control Benefits

  73. STATUS OF FISCAL 2022 PRSU AWARDS

    | NAME OF PLAN | MATERIAL FEATURES | RATIONALE | | Executive Change of Control Severance Benefit Plan (Covers all NEOs except for Chief Executive Officer and Executive Chair) | •“Double trigger” provisions, comparable to benefits offered by members of our peer group •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. | •The Compensation Committee believes that these severance protection benefits are necessary to provide stability among our executive officers, serve to focus our executive officers on our business operations, and avoid distractions in connection with a potential change in control transaction or period of uncertainty. •“Double trigger” provisions 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. •Offering benefits comparable to benefits offered by members of our peer group 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, comparable to benefits offered by members of our peer group. •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. | •Offering benefits comparable to benefits offered by members of our peer group 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, comparable to benefits offered by members of our peer group. •Departing chief executive officer must sign a separation and release agreement as a condition to receiving post-employment compensation payments or benefits. | •Offering benefits comparable to benefits offered by members of our peer group 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. | •Offering benefits comparable to benefits offered by members of our peer group helps us attract talented executives and maintain a consistent management team, particularly for our chief executive officer. | | 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 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, particularly for our executive chair. |

  74. 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 2024. •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 2024, the Compensation Committee services provided by Aon included: •Assisting in the selection of our peer group companies; •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 and leadership transition; •Assisting in the review of non-employee director compensation, including providing director compensation market data; •Assisting in the review of the NEO compensation disclosure in this Proxy Statement; •Advising on acquisition-related matters; •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 $414,000 in fees we paid Aon for services provided to our Compensation Committee, we also paid approximately $155,000 in fees to Aon during fiscal 2024 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. | |

  75. 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 mid-fiscal 2023, the Compensation Committee selected peer group companies for fiscal 2024 with an emphasis on companies that (1) were business or labor market competitors in the semiconductor and software industries; (2) generated annual revenues between approximately 0.5 and 2.5 times Synopsys’ revenue (approximately $2.5 billion to $12.5 billion as of mid-fiscal 2023); 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 as of mid-fiscal 2023). Our peer group for fiscal 2024 was as follows:

  76. Our Compensation Decision-making Process

    | FISCAL 2024 PEER GROUP | | | Akamai Technologies, Inc. | KLA Corporation | | Analog Devices, Inc. | Marvell Technology Group Ltd. | | Autodesk, Inc. | Microchip Technology Inc. | | Cadence Design Systems, Inc. | NetApp, Inc. | | CrowdStrike Holdings, Inc. | Open Text Corporation | | Electronic Arts Inc. | Palo Alto Networks Inc. | | Fortinet, Inc. | ServiceNow, Inc. | | Intuit Inc. | Splunk Inc. | | Keysight Technologies Inc. | Workday Inc. |

  77. Our Compensation Decision-making Process

    CrowdStrike Holdings, Inc. and Electronic Arts Inc. were added to our fiscal 2024 peer group because they meet the financial criteria set forth above and were considered high-growth software peers. Ansys was removed from our fiscal 2024 peer group because they no longer met the financial criteria set forth above. 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. Share Ownership Guidelines We maintain share ownership guidelines, which provide that individuals employed in specified positions should 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 should hold the value 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.

  78. 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. | •Annual grants of equity awards to members of Synopsys’ Corporate Staff and Section 16 officers, and direct reports of the CEO with a designation at or above Vice President (or equivalent level), are approved by the Compensation Committee at a pre-scheduled meeting in the first quarter of the fiscal year, and the effective grant date of such awards will be the meeting date unless the meeting date falls within a closed trading window, in which case the Compensation Committee will approve an effective grant date outside of the closed trading window. •Grants made by the CEO to employees other than such persons are made during certain open trading windows •See “Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information” for more information. | | 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. | | Compensation Recovery 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 the Nasdaq Listing Standards and SEC rules, we must “claw back” 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. |

  79. COMPENSATION AND ORGANIZATIONAL DEVELOPMENT COMMITTEE

    | 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 compensation recovery policy to recover incentive compensation paid to Executive Officers in the event of a financial restatement. |

  80. 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 2024 consisted of: Mr. Ghazi, our President and Chief Executive Officer; Dr. de Geus, our Executive Chair; Ms. Glaser, our Chief Financial Officer; Mr. Mahoney, our Chief Revenue Officer; and Mr. Runkel, our General Counsel and Corporate Secretary.

  81. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2)(3)(4) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($)(7) | | Sassine Ghazi President and Chief Executive Officer | 2024 | 802,788 | — | 20,158,862 | 3,750,111 | 2,688,000 | 4,500 | 27,404,261 | | | 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 | | Dr. Aart J. de Geus Executive Chair of the Board of Directors | 2024 | 725,000 | — | 6,234,466 | 2,000,133 | — | 3,760 | 8,963,359 | | | 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 | | Shelagh Glaser Chief Financial Officer | 2024 | 600,000 | — | 4,676,575 | 1,500,008 | 900,000 | 5,050 | 7,681,633 | | | 2023 | 544,615 | — | 13,327,205 | 3,625,061 | 794,000 | 1,154,500 | 19,445,381 | | Rick Mahoney Chief Revenue Officer | 2024 | 450,000 | — | 4,652,428 | 1,492,511 | 1,080,000 | 3,000 | 7,677,939 | | | 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 | 2024 | 450,000 | — | 1,793,554 | 575,098 | 504,000 | 5,500 | 3,328,152 | | | 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 |

  82. 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 2024, fiscal 2023, and fiscal 2022 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), the fiscal 2023 performance-based stock unit awards (the 2023 Annual PRSUs), and the fiscal 2024 performance-based stock unit awards (the 2024 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. 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 16 to the consolidated financial statements contained in our 2024 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 under the subsection titled “Equity Awards - Payout Status of PRSU Awards” beginning on page 75 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-year 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 under the subsection titled “Equity Awards - Payout Status of PRSU Awards” beginning on page 75. 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 in fiscal 2024 include the 2024 Annual PRSUs, which are generally based on Synopsys’ compound annual growth rate of revenue for the fiscal 2024 to 2026 period (the 2024 - 2026 Revenue CAGR) and on our stock price ranking as measured against the S&P 500 Information Technology Sector Index over a three-year period. The actual number of shares that are eligible to vest depends on: (a) the level of achievement of our 2024 - 2026 Revenue CAGR goal (the Fiscal 2024 - 2026 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 2026 (the rTSR Goal). See “Compensation Discussion and Analysis” section under the subsection titled “Equity Awards - Fiscal 2024 Equity Awards - Annual Equity Awards” beginning on page 72. Assumptions made in the valuation of these awards are described in Note 16 to our financial statements included in our 2024 Annual Report on Form 10-K. For the 2024 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. (5)Amounts consist of cash-based incentive compensation earned for the achievement of performance objectives approved by our Compensation Committee for fiscal 2024, fiscal 2023 and fiscal 2022, as applicable, under our Executive Incentive Plan (EIP).

  83. Summary Compensation Table

    | 84 | |

  84. Summary Compensation Table

    (6)Amounts for fiscal 2024 include the following:

  85. Summary Compensation Table

    | Name | 401(k) Matching Contributions ($)(A) | HSA Matching Contributions ($)(B) | Non-Cash Award ($) | Service Award ($) | Charitable Matching Contributions ($)(C) | Total ($) | | Sassine Ghazi | 3,000 | 1,500 | — | — | — | 4,500 | | Dr. Aart J. de Geus | 3,000 | 750 | — | — | 10 | 3,760 | | Shelagh Glaser | 3,000 | 2,000 | — | 50 | — | 5,050 | | Rick Mahoney | 3,000 | — | — | — | — | 3,000 | | John F. Runkel, Jr. | 3,000 | 2,000 | — | 500 | — | 5,500 |

  86. 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 includes matching contributions by the Synopsys Foundation on behalf of our NEOs as part of a broad-based charitable matching program available to all U.S. employees. (7)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.

  87. Summary Compensation Table

    | 2025 Proxy Statement | 85 |

  88. 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 2024 to our NEOs, including cash awards and equity awards. The equity awards granted to our NEOs in fiscal 2024 were granted under our 2006 Employee Equity Incentive Plan.

  89. 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 (#) | | | | | | Sassine Ghazi | Cash Incentive | N/A | 1,176,000 | 1,680,000 | 3,780,000 | — | — | — | — | — | — | — | | | PRSUs | 12/12/2023 | — | — | — | 10,251(3) | 27,334(3) | 51,252(3) | — | — | — | 16,408,327 | | | Options | 12/12/2023 | — | — | — | — | — | — | — | 20,508(4) | 567.06(5) | 3,750,111 | | | RSUs | 12/12/2023 | — | — | — | — | — | — | 6,614(6) | — | — | 3,750,535 | | Dr. Aart J. de Geus | Cash Incentive | N/A | — | — | — | — | — | — | — | — | — | — | | | PRSUs | 12/12/2023 | — | — | — | 2,646(3) | 7,054(3) | 13,227(3) | — | — | — | 4,234,446 | | | Options | 12/12/2023 | — | — | — | — | — | — | — | 10,938(4) | 567.06(5) | 2,000,133 | | | RSUs | 12/12/2023 | — | — | — | — | — | — | 3,527(6) | — | — | 2,000,021 | | Shelagh Glaser | Cash Incentive | N/A | 420,000 | 600,000 | 1,350,000 | — | — | — | — | — | — | — | | | PRSUs | 12/12/2023 | — | — | — | 1,985(3) | 5,291(3) | 9,921(3) | — | — | — | 3,176,134 | | | Options | 12/12/2023 | — | — | — | — | — | — | — | 8,203(4) | 567.06(5) | 1,500,008 | | | RSUs | 12/12/2023 | — | — | — | — | — | — | 2,646(6) | — | — | 1,500,441 | | Rick Mahoney | Cash Incentive | N/A | 472,500 | 675,000 | 1,518,750 | — | — | — | — | — | — | — | | | PRSUs | 12/12/2023 | — | — | — | 1,974(3) | 5,264(3) | 9,870(3) | — | — | — | 3,159,927 | | | Options | 12/12/2023 | — | — | — | — | — | — | — | 8,162(4) | 567.06(5) | 1,492,511 | | | RSUs | 12/12/2023 | — | — | — | — | — | — | 2,632(6) | — | — | 1,492,502 | | John F. Runkel, Jr. | Cash Incentive | N/A | 252,000 | 360,000 | 810,000 | — | — | — | — | — | — | — | | | PRSUs | 12/12/2023 | — | — | — | 761(3) | 2,029(3) | 3,805(3) | — | — | — | 1,217,988 | | | Options | 12/12/2023 | — | — | — | — | — | — | — | 3,145(4) | 567.06(5) | 575,098 | | | RSUs | 12/12/2023 | — | — | — | — | — | — | 1,015(6) | — | — | 575,566 |

  90. Grants of Plan-Based Awards

    (1)Represents possible cash award payouts for fiscal 2024 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 65 under the subsection titled “Short-Term Cash Incentives” assuming the threshold payment goal was achieved. Under the pre-determined payout formula provided by the EIP, if the average achievement of the Corporate Financial Goals is below 90%, no cash awards are paid. Further, no payment will be made if the threshold payment goal is not achieved. The amounts listed under the “Target” column represent the cash awards payable in fiscal 2024 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 2024 are reported in the “Summary Compensation Table” on page 84 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 16 to the consolidated financial statements contained in our 2024 Annual Report on Form 10-K. See footnotes 2 and 3 of the Summary Compensation table on page 84 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 2024 Annual PRSUs represent the PRSUs eligible to vest if only the threshold of each of the Fiscal 2024 - 2026 CAGR Goal and the rTSR Goal (together, the 2024 PRSU Goals) are achieved. The amounts listed under the “Target” column for the 2024 Annual PRSUs represent the PRSUs eligible to vest if only the target of each of the 2024 PRSU Goals is achieved. The “Maximum” columns for the 2024 Annual PRSUs represent the PRSUs eligible to vest if the maximum of each of the 2024 PRSU Goals is achieved. If the minimum threshold of each of the 2024 PRSU Goals are met, all of the 2024 Annual PRSUs will vest on the date the Compensation Committee certifies the level of achievement of the 2024 PRSU Goals, subject to the NEO providing continuous services to us through such date. If either of the minimum threshold achievements for the 2024 PRSU Goals are not met, no portion of the 2024 Annual PRSUs will be eligible to vest. See “Compensation Discussion and Analysis” section beginning on page 72 under the subsection titled “Equity Awards” for the material terms of the 2024 Annual PRSUs, including the minimum threshold requirements for each of the PRSU Goals. (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 December 12, 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 December 12, 2023, the grant date of these awards. (6)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2024, subject to the NEO providing continuous services to us.

  91. Grants of Plan-Based Awards

    | 86 | |

  92. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table summarizes the number of securities underlying outstanding equity awards for our NEOs as of November 2, 2024, the last day of fiscal 2024:

  93. Outstanding Equity Awards at Fiscal 2024 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) | | Sassine Ghazi | 12/12/2018 | 34,098 | — | 89.76 | 12/12/2025 | — | — | — | — | | | 12/12/2019 | 43,811 | — | 135.88 | 12/12/2026 | — | — | — | — | | | 09/28/2020 | 13,785 | — | 212.64 | 9/28/2027 | — | — | — | — | | | 12/10/2020 | 19,411 | 1,294(2) | 234.17 | 12/10/2027 | — | — | — | — | | | 12/10/2020 | — | — | — | — | 2,669(3) | 1,383,610 | — | — | | | 12/10/2020 | — | — | — | — | 1,334(4) | 691,546 | — | — | | | 12/09/2021 | 10,506 | 4,775(5) | 354.48 | 12/9/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 2,116(6) | 1,096,934 | — | — | | | 02/18/2022 | — | — | — | — | 9,779(7) | 5,069,434 | — | — | | | 02/17/2023 | 5,962 | 9,935(8) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 3,967(9) | 2,056,493 | — | — | | | 02/17/2023 | — | — | — | — | — | — | 19,838(10) | 10,284,019 | | | 12/12/2023 | — | 20,508(11) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 6,614(12) | 3,428,698 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 10,251(13) | 5,314,118 | | Dr. Aart J. de Geus | 12/12/2018 | 15,705 | — | 89.76 | 12/12/2025 | — | — | — | — | | | 12/12/2019 | 74,641 | — | 135.88 | 12/12/2026 | — | — | — | — | | | 12/10/2020 | 27,175 | 1,812(2) | 234.17 | 12/10/2027 | — | — | — | — | | | 12/10/2020 | — | — | — | — | 3,736(3) | 1,936,742 | — | — | | | 12/10/2020 | — | — | — | — | 1,868(4) | 968,371 | — | — | | | 12/09/2021 | 12,256 | 5,572(5) | 354.48 | 12/09/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 2,468(6) | 1,279,411 | — | — | | | 02/18/2022 | — | — | — | — | 11,408(7) | 5,913,907 | — | — | | | 02/17/2023 | 7,948 | 13,248(8) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 5,290(9) | 2,742,336 | — | — | | | 02/17/2023 | — | — | — | — | — | — | 26,451(10) | 13,712,198 | | | 12/12/2023 | — | 10,938(11) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 3,527(12) | 1,828,397 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 2,646(13) | 1,371,686 | | Shelagh Glaser | 12/02/2022 | 9,143 | 11,754(14) | 348.17 | 12/02/2029 | — | — | — | — | | | 12/02/2022 | — | — | — | — | 10,770(15) | 5,583,168 | — | — | | | 12/02/2022 | — | — | — | — | 6,732(7) | 3,489,869 | — | — | | | 02/17/2023 | 3,577 | 5,961(8) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 2,380(9) | 1,233,792 | — | — | | | 02/17/2023 | — | — | — | — | — | — | 11,903(10) | 6,170,515 | | | 12/12/2023 | — | 8,203(11) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 2,646(12) | 1,371,686 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 1,985(13) | 1,029,024 |

  94. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 2025 Proxy Statement | 87 |

  95. Outstanding Equity Awards at Fiscal 2024 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) | | Rick Mahoney | 05/31/2022 | 8,847 | 10,322(16) | 319.20 | 5/31/2029 | — | — | — | — | | | 05/31/2022 | — | — | — | — | 15,664(17) | 8,120,218 | — | — | | | 05/31/2022 | — | — | — | — | 7,343(7) | 3,806,611 | — | — | | | 02/17/2023 | 3,577 | 5,961(8) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 2,380(9) | 1,233,792 | — | — | | | 02/17/2023 | — | — | — | — | | | 11,903(10) | 6,170,515 | | | 12/12/2023 | — | 8,162(11) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 2,632(12) | 1,364,429 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 1,974(13) | 1,023,322 | | John F. Runkel, Jr. | 12/10/2020 | 569 | 570(2) | 234.17 | 12/10/2027 | — | — | — | — | | | 12/10/2020 | — | — | — | — | 1,174(3) | 608,602 | — | — | | | 12/10/2020 | — | — | — | — | 587(4) | 304,301 | — | — | | | 12/09/2021 | 366 | 1,831(5) | 354.48 | 12/09/2028 | — | — | — | — | | | 12/09/2021 | — | — | — | — | 811(6) | 420,422 | — | — | | | 02/18/2022 | — | — | — | — | 3,749(7) | 1,943,482 | — | — | | | 02/17/2023 | 305 | 3,047(8) | 354.45 | 2/17/2030 | — | — | — | — | | | 02/17/2023 | — | — | — | — | 1,217(9) | 630,893 | — | — | | | 02/17/2023 | — | — | — | — | — | — | 6,085(10) | 3,154,464 | | | 12/12/2023 | — | 3,145(11) | 567.06 | 12/12/2030 | — | — | — | — | | | 12/12/2023 | — | — | — | — | 1,015(12) | 526,176 | — | — | | | 12/12/2023 | — | — | — | — | — | — | 761(13) | 394,502 |

  96. Outstanding Equity Awards at Fiscal 2024 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 $518.40 on November 1, 2024, the last trading day of fiscal 2024, 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 fully vested subsequent to fiscal year end on December 10, 2024, 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 $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, December 8, 2022, and December 8, 2023, respectively, and the remaining 25% vested subsequent to fiscal year end on December 8, 2024, subject to the NEO providing continuous services to us. (4)This restricted stock unit award vested in four equal annual installments beginning on December 8, 2021, subject to the NEO providing continuous services to us. (5)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. (6)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. (7)The amount in this column represents the number of 2022 Annual PRSUs that remained unvested as of the last day of fiscal 2024. The 2022 Annual PRSUs 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 vested subsequent to fiscal year end on December 8, 2024, subject to the NEO providing continuous services to us. See “Compensation Discussion and Analysis” section beginning on page 75 under the subsection titled “Equity Awards - Status of Fiscal 2022 PRSU Awards” for the achievement against these two performance goals and the number of 2022 Annual PRSUs that were earned and vested by the NEOs. (8)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. (9)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. (10)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 November 2, 2024, the aggregate achievement of the performance metrics was trending between the target and maximum payout levels and, as a result, the number of shares and the payout value are reported assuming payout at the maximum payout level pursuant to SEC rules. 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, under the subsection titled “Equity Awards - Payout Status of PRSU Awards” on page 75.

  97. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 88 | |

  98. Outstanding Equity Awards at Fiscal 2024 Year-End

    (11)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, 2027, subject to NEO providing continuous services to us. (12)This restricted stock unit award vests in four equal annual installments beginning on December 8, 2024, subject to the NEO providing continuous services to us. (13)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 2024 - 2026 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 2024 - 2026. Upon achievement of these performance goals, all of the 2024 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 November 2, 2024, the aggregate achievement of the performance metrics was trending below the threshold payout level and, as a result, the number of shares and the payout value are reported assuming payout at the threshold payout level pursuant to SEC rules. 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, under the subsection titled “Equity Awards - Fiscal 2024 Equity Awards - Annual Equity Awards" on page 72. (14)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. (15)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. (16)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. (17)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.

  99. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 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 2024.

  100. Option Exercises and Stock Vested in Fiscal 2024

    | 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) | | Sassine Ghazi | 30,881 | 14,846,394 | 19,531 | 10,749,906 | | Dr. Aart J. de Geus | 88,941 | 46,452,464 | 24,243 | 13,372,586 | | Shelagh Glaser | — | — | 11,118 | 6,179,263 | | Rick Mahoney | 4,424 | 776,313 | 15,970 | 9,223,737 | | John F. Runkel, Jr. | 5,902 | 1,691,385 | 7,749 | 4,275,384 |

  101. Option Exercises and Stock Vested in Fiscal 2024

    (1)The value realized on exercise for stock options equals the difference between the sales price per share of our common stock at the time of exercise and the exercise price per share of such stock options, multiplied by the number of shares of our common stock acquired upon exercise. (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 for stock awards 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).

  102. Option Exercises and Stock Vested in Fiscal 2024

    | 2025 Proxy Statement | 89 |

  103. 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 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 the Deferred Compensation Plan II depends on the performance of investment alternatives selected by the participant. The investment alternatives under the plan consists 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 the 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 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 Plan II:

  104. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Fiscal 2024 ($)(1) | Synopsys, Inc. Contributions in Fiscal 2024 ($) | Aggregate Earnings in Fiscal 2024 ($)(2) | Aggregate Withdrawals/ Distributions in Fiscal 2024 ($) | Aggregate Balance at End of Fiscal 2024 ($) | | Sassine Ghazi | 617,879(3) | — | 1,466,647 | — | 5,295,078(4) | | Dr. Aart J. de Geus | — | — | — | — | — | | Shelagh Glaser | 320,769(5) | — | 3,382 | — | 54,046(6) | | Rick Mahoney | — | — | — | — | — | | John F. Runkel, Jr. | 526,771(7) | — | 1,423,775 | — | 5,925,628(8) |

  105. Non-Qualified Deferred Compensation

    (1)All contributions in fiscal 2024 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 84. (3)Includes $537,600 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 2024 though paid in fiscal 2025. (4)Includes $1,290,090, which was previously reported as compensation to Mr. Ghazi in the Summary Compensation Table for fiscal years prior to fiscal 2024. The entire aggregate balance at the end of fiscal 2024 was subject to the Deferred Compensation Plan II. (5)Includes $270,000 of cash incentive compensation reported as compensation to Ms. Glaser in the Summary Compensation Table under the "Non-Equity Incentive Plan Compensation" column for services performed in fiscal 2024 though paid in fiscal 2025. (6)The entire aggregate balance at the end of fiscal 2024 was subject to the Deferred Compensation Plan II. (7)Includes $492,156 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 2024 though paid in fiscal 2025. (8)Includes $4,625,090, which was previously reported as compensation to Mr. Runkel in the Summary Compensation Table for fiscal years prior to fiscal 2024. The entire aggregate balance at the end of fiscal 2024 was subject to the Deferred Compensation Plan II.

  106. Non-Qualified Deferred Compensation

    | 90 | |

  107. 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 77. Potential Payments upon Involuntary Termination of Employment in Connection with a Change of Control Pursuant to their respective employment agreements entered into in December 2023 and effective January 1, 2024 (the 2024 Employment Agreements), 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 respective 2024 Employment Agreements 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 2024 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 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 November 2, 2024, the last day of fiscal 2024. The payments set forth below are payable to: (1) Dr. de Geus and Mr. Ghazi pursuant to their respective 2024 Employment Agreements; and (2) Ms. Glaser, Mr. Mahoney and Mr. Runkel, in their capacity as executive officers, pursuant to the Executive Change of Control Severance Benefit Plan.

  108. 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) | | Sassine Ghazi | 1,680,000 | 5,040,000(2) | 42,101 | 33,381,331 | 2,779,355 | | Dr. Aart J. de Geus | 1,450,000 | — | 14,448 | 25,639,027 | 3,600,397 | | Shelagh Glaser | 600,000 | 1,200,000(3) | 28,052 | 17,712,173 | 2,978,189 | | Rick Mahoney | 450,000 | 1,350,000(3) | 20,633 | 20,544,710 | 3,033,448 | | John F. Runkel, Jr. | 450,000 | 720,000(3) | 28,052 | 7,167,917 | 961,704 |

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

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  110. 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 $518.40, the closing price per share of our common stock on November 1, 2024, the last trading day of fiscal 2024, as reported on the Nasdaq Global Select Market. The amounts in the column "Intrinsic Value of Unvested RSU Awards" assumes the vesting of the remaining 2022 Annual PRSUs scheduled to vest on December 8, 2024. See footnote 7 to the table "Outstanding Equity Awards at Fiscal 2024 Year-End" on page 87 for more information. (2)Amount includes (i) two times Mr. Ghazi's target cash incentive payment for fiscal 2024 and (ii) a pro-rated annual bonus for fiscal 2024. For purposes of determining the amount in (ii) payable to Mr. Ghazi in the event of termination in connection with a change of control as of November 2, 2024, he would be entitled to receive his entire annual bonus, given that he would have worked the entirety of fiscal 2024 as of such date. (3)The last day of our fiscal 2024 was Saturday, November 2, 2024. 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. Mahoney and Runkel and Ms. Glaser in the event of their terminations in connection with a change of control as of November 2, 2024, each would be entitled to two times their target cash incentive payment, given that each would have worked the entirety of fiscal 2024 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 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 November 2, 2024, the last day of fiscal 2024. 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.

  111. 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) | | Sassine Ghazi | 33,381,331 | 2,779,355 | | Dr. Aart J. de Geus | 25,639,027 | 3,600,397 | | Shelagh Glaser | 17,712,173 | 2,978,189 | | Rick Mahoney | 20,544,710 | 3,033,448 | | John F. Runkel, Jr. | 7,167,917 | 961,704 |

  112. 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 $518.40, the closing price per share of our common stock on November 1, 2024, the last trading day of fiscal 2024, as reported on the Nasdaq Global Select Market. The amounts in the column "Intrinsic Value of Unvested Stock Awards" assumes the vesting of the remaining 2022 Annual PRSUs scheduled to vest on December 8, 2024. See footnote 7 to the table "Outstanding Equity Awards at Fiscal 2024 Year-End" on page 87 for more information. Potential Payments upon Involuntary Termination of Employment 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 2024 Employment Agreement, Mr. Ghazi is entitled to receive: (1) a lump-sum cash payment equal to 1.5 times his salary for the fiscal year 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 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.

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

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

    The table below outlines the potential payments and benefits payable to each NEO as if such NEO was terminated by Synopsys on November 2, 2024, the last day of fiscal 2024. The payments set forth below are payable to: (1) Mr. Ghazi pursuant to his 2024 Employment Agreement; and (2) Ms. Glaser, Mr. Mahoney and Mr. Runkel, in their capacity as executive officers, pursuant to the Severance Plan. Pursuant to his 2024 Employment Agreement, 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.

  115. 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) | | Sassine Ghazi | 1,260,000 | 1,680,000 | 42,101 | 9,236,333 | 1,645,505 | | Dr. Aart J. de Geus(3) | — | — | — | — | — | | Shelagh Glaser | 600,000 | 600,000 | 28,052 | 6,105,715 | 640,069 | | Rick Mahoney | 450,000 | 675,000 | 20,633 | 4,559,328 | 782,869 | | John F. Runkel, Jr. | 450,000 | 360,000 | 28,052 | 3,408,998 | 381,846 |

  116. 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, for Messrs. Mahoney and Runkel and Ms. Glaser, (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 $518.40, the closing price per share of our common stock on November 1, 2024, the last trading day of fiscal 2024, as reported on the Nasdaq Global Select Market. The amounts in the column "Intrinsic Value of Unvested RSU Awards" assumes the vesting of the remaining 2022 Annual PRSUs scheduled to vest on December 8, 2024. See footnote 7 to the table "Outstanding Equity Awards at Fiscal 2024 Year-End" on page 87 for more information. (3)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.

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

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  118. 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. Due to our executive transition in fiscal 2024, we had two individuals serve in the role of Chief Executive Officer during the fiscal year. We elected to use the annualized compensation of Mr. Ghazi, our current Chief Executive Officer, for purposes of determining the below CEO Pay Ratio. 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 30 countries. As of the end of fiscal 2024, approximately 80% 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.

  119. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2024: •The annual total compensation of our median employee in fiscal 2024 was $93,786, which amount was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K. •The annual total compensation of Mr. Ghazi was $27,404,261, which amount represents the total compensation reported for our Chief Executive Officer under the “Summary Compensation Table” for fiscal 2024. •The annual total compensation of Mr. Ghazi excluding the one-time equity grant in connection with Mr. Ghazi's promotion to Chief Executive Officer was $18,935,447 for fiscal 2024. 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 2024 is estimated to be 292 to 1. This ratio is estimated to be 202 to 1 if Mr. Ghazi's one-time equity grant in connection with his promotion to Chief Executive Officer is excluded.

  120. Assumptions and Methodology

    | Year | Summary Compensation Table Total for Sassine Ghazi¹ ($) | Compensation Actually Paid to Sassine Ghazi¹˒²˒³ ($) | 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 $100 Investment based on:4 | | Net Income5 ($ Millions) | Revenue⁵,6 ($ Millions) | | | | | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | | | | (a) | | | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 27,404,261 | 30,466,869 | 8,963,359 | 15,455,755 | — | — | 6,229,241 | 9,084,048 | 240.16 | 231.83 | 2,236 | 6,127 | | 2023 | — | — | 12,681,076 | 34,149,432 | — | — | 7,755,213 | 16,756,632 | 213.69 | 150.63 | 1,218 | 5,318 | | 2022 | — | — | 10,058,495 | 10,852,624 | 359,853 | (23,874,312) | 4,531,826 | 4,697,917 | 138.33 | 118.75 | 978 | 4,616 | | 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 |

  121. 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 four 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.

  122. 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

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

    | | Sassine Ghazi Compensation Actually Paid | | 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 Index TSR |

  124. 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 four 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.

  125. 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

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

    | | Sassine Ghazi Compensation Actually Paid | | 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 |

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

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  128. 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.